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UNITED STATES BANKRUPTCY COURT

NORTHERN DISTRICT OF CALIFORNIA

-oOoIn Re:

PG&E CORPORATION AND PACIFIC

GAS AND ELECTRIC COMPANY,

Debtor.

_____________________________

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Case No. 19-30088

Chapter 11

San Francisco, California

Tuesday, November 19, 2019

10:00 AM

STATUS CONFERENCE

HEARING ON ORAL ARGUMENT 

REGARDING INVERSE 

CONDEMNATION

TRANSCRIPT OF PROCEEDINGS

BEFORE HONORABLE DENNIS MONTALI

UNITED STATES BANKRUPTCY JUDGE

APPEARANCES:

For the Debtors: JESSICA LIOU, ESQ. 

Weil, Gotshal & Manges LLP

767 Fifth Avenue 

New York, NY 10153

(212) 310-8000

KEVIN J. ORSINI, ESQ.

Cravath, Swaine & Moore LLP

825 Eighth Avenue

New York, NY 10019

(212) 474-1000

For the Official Committee 

of Tort Claimants:

ROBERT A. JULIAN, ESQ.

Baker & Hostetler LLP

11601 Wilshire Boulevard

Suite 1400

Los Angeles, CA 90025

(310) 442-8887

DAVID B. RIVKIN, JR., ESQ. 

Baker and Hostetler LLP

1050 Connecticut Avenue, NW

Suite 1100

Washington, DC 20036

(202) 861-1731

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For the Ad Hoc Group of 

Subrogation Claim Holders:

MATTHEW A. FELDMAN, ESQ. 

Willkie Farr & Gallagher LLP

787 Seventh Avenue

New York, NY 10019

(212) 728-8651

JOSEPH G. DAVIS, ESQ. 

Willkie Farr & Gallagher LLP

1875 K Street, N.W.

Washington, DC 20006

(202) 303-1131

For PGE Shareholders: JAMES O. JOHNSTON, ESQ.

Jones Day

555 South Flower Street

Los Angeles, CA 90071

(213) 489-3939

For Wildfire Victims: DARIO DE GHETALDI, ESQ. 

AMANDA L. RIDDLE, ESQ. 

Corey, Luzaich, de Ghetaldi & 

Riddle LLP

For North Bay Fire 

Victims:

STEVE SKIKOS, ESQ.

Skikos, Crawford, Skikos & Joseph,

LLP

One Sansome Street

Suite 2830

San Francisco, CA 94104

(415) 546-7300

Court Recorders: BENJAMIN GAPUZ AND ANKEY THOMAS

Transcriber: CLARA RUBIN

 eScribers, LLC

 7227 N. 16th Street

 Suite #207

Phoenix, AZ 85020

(973)406-2250

Proceedings recorded by electronic sound recording; 

transcript provided by transcription service.

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SAN FRANCISCO, CALIFORNIA, TUESDAY, NOVEMBER 19, 2019, 9:59 AM

-oOo-

(Call to order of the Court.)

THE CLERK: All rise. Court is now in session, the 

Honorable Dennis Montali presiding. 

THE COURT: Good morning, everyone. 

IN UNISON: Good morning, Your Honor. 

THE COURT: Please be seated. Welcome back. 

THE CLERK: This is the Court's 10 o'clock calendar, 

in the matter of PG&E Corporation. 

THE COURT: Good morning. 

MS. LIOU: Good morning, Your Honor. Jessica Liou 

from Weil, Gotshal & Manges LLP, here on behalf of the debtors. 

Your Honor, we have a short agenda today. 

THE COURT: Wait one --

MS. LIOU: We only have two items.

THE COURT: Ms. Liou. Ms. Liou, hold on, we're 

getting a little echo. 

THE CLERK: Yeah. Hear that too. 

THE COURT: See if we can get that --

All right. 

THE CLERK: Go ahead. 

THE COURT: Let's try it again. 

MS. LIOU: Is that better?

THE COURT: Yeah. I think so. 

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MS. LIOU: I still hear it. 

THE COURT: Well, let our experts figure it out. 

Yes, two matters. 

MS. LIOU: Yes. Two matters on the agenda: one is a 

brief status update on the --

THE COURT: No. 

MS. LIOU: -- adversary proceeding. 

THE COURT: No; hold again. We're getting feedback. 

(Pause.)

THE COURT: Let's give it a test drive. Again; try 

again.

MS. LIOU: Sure. Is this better? 

THE COURT: No, we're still getting that --

MS. LIOU: Yeah.

THE COURT: -- feedback, for some reason. It's just 

echoing. Can you hear it from your side?

MS. LIOU: I do.

THE COURT: Yeah. We know what's happening? 

THE CLERK: We're good. Yeah. 

MS. LIOU: Okay. 

THE COURT: All right, try it one more time.

MS. LIOU: All right, one more time. So we have a 

short agenda today. We've got two matters on; the first item 

is a brief status update on the adversary proceeding and, 

relatedly, the RSA --

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THE COURT: Right. 

MS. LIOU: -- motion. With respect to the RSA motion, 

as Your Honor's aware, there are ongoing mediation discussions 

and, to facilitate the continuation of those discussions, the 

debtors have filed a notice of adjournment with respect to that 

motion; it is now adjourned to December 4th.

THE COURT: Yeah, you know, I had occasion this 

morning to read the transcript of the hearing yesterday in 

front of Judge Donato, and I believe he was told a later date. 

So is that -- and I still had it on the 4th also.

MS. LIOU: Yes. The correct date is the 4th. 

THE COURT: Okay.

MS. LIOU: And in a moment I'll cede the podium to Mr. 

Feldman from the Willkie law firm, to provide an update on the 

status of the adversary proceeding. But before I do that, I 

did want to note that, with respect to the second matter on the 

agenda, the inverse-condemnation issue, Mr. Orsini from the 

Cravath law firm will be handing the oral argument for that. 

And one other item I wanted to note for Your Honor is 

that the debtors will be filing a motion today or tomorrow to 

further extend our exclusive solicitation period. As you know, 

our existing period expires next Tuesday, on November 26. And 

we will be seeking an extension through and including March 

20th, 2020, which is consistent with the proposed confirmation 

time line we filed with the Court earlier.

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THE COURT: So when're you going to -- you're going to 

set that for when? The December -- the later December 

calendar, or what? 

MS. LIOU: Yes, we are. We're --

THE COURT: December 11th? 

MS. LIOU: Right. And we will be relying on the casemanagement order, which provides for an automatic bridge to the 

actual hearing date, consistent with what we've done for a 

number of other motions in this case.

THE COURT: Sure. Okay.

MS. LIOU: And we just wanted to note that the relief 

will be, of course, subject to the fact that we will -- we 

acknowledge that the TCC noteholder plan will also be moving 

forward. 

THE COURT: Well, I'm not -- you'd rather -- okay.

MS. LIOU: All right. I now cede the podium to Mr. 

Feldman. 

THE COURT: Okay. Mr. Feldman, before you start, let 

me just make a statement. I may have created some confusion 

when I issued a docket text talking about knowing that the RSA 

motion was continued. But then the docket text said we're 

going to talk about it today. It was really the issue of what 

to do with the adversary proceeding and should I defer the RSA 

until there's progress there. So that's -- I didn't mean to 

confuse the issue. Maybe I didn't confuse you.

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MR. FELDMAN: I understood precisely, Your Honor. For 

the record, Matthew Feldman from the law firm, Willkie Farr & 

Gallagher LLP, on behalf of the ad hoc group of subrogation 

claimants. 

THE COURT: Okay.

MR. FELDMAN: In fact, Your Honor, I'm going to be 

very clear and not talk about the RSA or any of the legal 

issues related to --

THE COURT: Well, it's out there. 

MR. FELDMAN: -- the RSA. 

THE COURT: It's looming, right? 

MR. FELDMAN: But there is an ongoing mediation, and I 

think anything we say in this courtroom can have an impact on 

that.

THE COURT: Yeah.

MR. FELDMAN: And the goal is --

THE COURT: Well, that's fine. 

MR. FELDMAN: -- not to have an impact on that. 

Your Honor, we don't believe that these two are 

inexorably linked. In fact, with respect to the adversary, 

what the TCC seeks to do is really a confirmation issue; they 

would like to subordinate our claims, whereas the RSA goes to 

allowance and form of consideration and other input into the 

form of plan.

THE COURT: Well, I got that, but it sort of struck me 

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that if you couldn't win -- I mean, I couldn't rule for you and 

also for the TCC --

MR. FELDMAN: I don't agree with that -

THE COURT: -- I don't think.

MR. FELDMAN: -- Your Honor. I think you could. You 

could agree that we have an eleven-billion-dollar claim --

THE COURT: Right.

MR. FELDMAN: -- to be paid in cash under the plan, 

and then subsequently you could rule that our ability to 

collect that is subordinated to the recoveries that the TCC 

seeks to subordinate it to. So I don't think that you have to 

make -- I don't think it would be inconsistent, Your Honor.

THE COURT: Okay.

MR. FELDMAN: Obviously, we have a strong view about 

the likelihood of success, but that's irrelevant --

THE COURT: Well, that's irrelevant. 

MR. FELDMAN: -- to this discussion. Yeah. 

THE COURT: So your point is, then, that I should let 

the adversary proceeding run its course; if somebody wants to 

make a motion or to do whatever, we let it do it. But when we 

come to December 4th or whatever date it ultimately happens, 

I'll either go approve it or disapprove it. And if I approve 

the RSA, then whether that impacts the adversary proceeding is 

for another day. 

MR. FELDMAN: And by the way, Your Honor, if you 

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disapprove the RSA, we still have to resolve this issue.

THE COURT: No; I understand.

MR. FELDMAN: Either way, this issue has to be 

resolved --

THE COURT: Well --

MR. FELDMAN: -- but it has to be resolved in 

conjunction with confirmation --

THE COURT: -- but --

MR. FELDMAN: -- not in conjunction with an RSA. 

THE COURT: Right; disapproving the RSA seems to be 

consistent with what the plaintiff in the adversary proceeding 

seeks. 

MR. FELDMAN: There is that argument, Your Honor. 

I want to make -- I want to make two other points 

before I cede the podium to Mr. Julian; one is, Your Honor, 

that there is one count in the adversary proceeding -- I 

believe it's Count III -- having to do with an accounting --

THE COURT: Right.

MR. FELDMAN: -- that goes to what portion of our 

claim might be disallowed under a very specific insured-versusinsurer ruling. But that count, even if the TCC is completely 

correct, is a 700-million-dollar issue. And so when this Court 

hears the RSA and hears the 9019, that issue, whether or not 

the debtor's business judgment in settling for a nine-billiondollar haircut on the claim, a forty-five-percent haircut --

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whether that takes into account this issue, that is the one --

that is the one cause of action that I don't think belongs in 

this adversary proceeding; I think it's an objection to the 

RSA. Obviously, the TCC, although they have filed multiple 

objections to the RSA, didn't think of that one in time.

But that issue does have to be resolved, Your Honor, 

in conjunction with the RSA, but it should be resolved as part 

of a 9019, not as a separate --

THE COURT: Well, I mean, are you saying --

MR. FELDMAN: -- standalone adversary.

THE COURT: -- that if I were to overrule the TCC's 

objections based upon that piece and issue an order approving 

the RSA, that, what, that would gut the third cause of action? 

MR. FELDMAN: It would resolve the third cause of 

action. 

THE COURT: Okay, well, yeah, Mr. Julian may have a 

contrary view. I mean, I'm not going to decide anything today; 

it's just to do -- what to do with it procedurally. So you 

made your -- it's clear from your point of view. 

MR. FELDMAN: I guess the last point, Your Honor, I 

would say is that part of our participation in this case, at 

this claim amount and treatment, is conditioned on an RSA 

ultimately being approved. If that isn't going to happen, then 

obviously we're continuing to be involved in the estimation, we 

are continuing to be involved in Tubbs, and we will continue to 

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prosecute our rights to our claim at a much higher --

THE COURT: Well, and I read your colleague's comment 

to Judge Donato yesterday. I can't control that either.

MR. FELDMAN: It is what it is.

THE COURT: It is what it is.

MR. FELDMAN: But we are bumping up against the -- the 

opportunity to have this considered is quickly disappearing. 

THE COURT: Got it.

MR. FELDMAN: Thank you, Your Honor.

THE COURT: Okay. And, Mr. Julian, before you 

speak --

Does the debtor want to be heard on this issue today 

at all, Mr. Orsini or whoever's here?

MS. LIOU: No, we do not. 

THE COURT: Nothing? Okay. 

Mr. Julian, what's your recommendation about what I do 

with the adversary proceeding today? I mean, I'm not going to 

do anything today, but I mean from a scheduling point of view. 

MR. JULIAN: May I give you some data first? 

THE COURT: Anything you like. 

MR. JULIAN: I'd like to respond to debtor's counsel's 

statement that they requested you to continue the motion to 

approve the RSA to facilitate mediation efforts, and 

subrogation claimants' counsel's comment right now that we have 

an ongoing mediation. When he said "we", it was subrogation

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claimants' counsel saying, we have an ongoing mediation. So 

they've opened the door to whether that's true. 

THE COURT: Well, I'm not --

MR. JULIAN: We've had three --

THE COURT: But do I really need to know about 

anything? I don't really --

MR. JULIAN: Yes. 

THE COURT: -- want to know much. 

MR. JULIAN: Well, I don't want to talk about the 

mediation, but they've opened the door. They have not attended 

a single one of the three mediations. They're not ordered to 

appear to (sic) tomorrow's mediation. 

And when the counsels stand up and tell you that 

settlement's going well and mediation's going well, the 

elephant in the room is that this subrogation settlement, which 

you have continued, is holding up settlement -- resolution of 

this entire case. I will certify to you, in my belief, that if 

that motion is resolved and that settlement is disapproved on 

the grounds that I briefed in my supplemental briefing, this 

case will resolve promptly. And we briefed the reasons why, in 

my supplemental brief.

THE COURT: No, I --

MR. JULIAN: They took the cash. 

THE COURT: The briefs were very thorough on both 

sides. I --

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MR. JULIAN: They took the cash. There's no cash 

left. 

THE COURT: I understand. But again, you're --

MR. JULIAN: I can't even walk into a door --

THE COURT: But you're getting into the merits and I'd 

rather not --

MR. JULIAN: All right.

THE COURT: -- get into the merits. 

MR. JULIAN: I could -- but I -- they opened the door 

to tell you this. And I can't walk into --

THE COURT: Well --

MR. JULIAN: -- a room --

THE COURT: -- I don't think that's fair. They -- I 

appointed a mediator and know nothing since. And --

MR. JULIAN: Okay. 

THE COURT: -- the only thing I know since --

MR. JULIAN: Fair enough, Your Honor. 

THE COURT: -- is what I heard on this record this 

morning, and I didn't hear much. And I -- it's not that I 

discount what you say. To me, the fact that -- what you said 

doesn't mean the deal's dead; it means it's a process. 

MR. JULIAN: Let me address the adversary proceeding, 

then. 

THE COURT: Right. 

MR. JULIAN: We believe that these claims are 

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meritorious and that, because they took the cash, there's an 

issue in this case for the settlement, for the planconfirmation hearing, and for this adversary proceeding. And 

here's the reason why I did it: You asked us weeks ago to tee 

up issues in front of Your Honor, that would speed up the case 

and --

THE COURT: Um-hum. 

MR. JULIAN: -- would deal with plan confirmation. 

This is a priority issue when they take the cash. It's not 

just allowing the claim. Allow the claim if you want to; it's 

a little bit too high, as you know. But they're taking the 

cash. And we can't resolve the cash, because they're taking 

all the cash. And so that's a priority issue. And I think you 

know our position on that. 

So while I appreciate Your Honor's willingness to wait 

for the accounting in that case to take place to prove up the 

extent to which the subrogation claimants are subordinated, 

whether it's fifteen billion or seventeen billion, depending 

upon how many claimants show up in the case, the fact is that 

that's a good thing to do, to await that determination, but our 

objection to the RSA is multi-prong and doesn't depend upon 

that accounting. But you have the discretion to continue that 

portion of the RSA if you want to. I would only ask that you 

do a line-item veto.

THE COURT: Well, no, I guess I'm not making myself 

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clear. To me, there is this contested matter called a motion 

to approve the RSA, 9019 motion; call it what you want. It's 

in the main case. And you and a number of people similarly 

situated have objected, and people on the debtor's side and the 

subrogation side have supported it. And there's extensive 

briefing. And then the parties, for reasons that are known or 

unknown, have continued it twice. 

And meanwhile, you, on your clients' behalf, filed an 

adversary proceeding, which is your -- you're entitled to do 

that, of course. And just from a scheduling point of view, 

adversary proceedings have a life of their own that are kind of 

out on a more --

MR. JULIAN: Oh, I see. 

THE COURT: -- stretched-out schedule. So I'm going, 

well, what am I supposed to do?

MR. JULIAN: Let me --

THE COURT: It sounds to me like you feel confident 

that you should move the ball quickly on the adversary 

proceeding. 

MR. JULIAN: Yes.

THE COURT: Do it. Make your motions. Do whatever. 

And Mr. Feldman says, no, he wants to have an up or down on the 

RSA. I'm not deciding anything at the moment --

MR. JULIAN: We're willing to move --

THE COURT: -- except scheduling. 

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MR. JULIAN: -- both very quickly. Let me just tell 

you where we are. We had a meet-and-confer on moving the 

adversary proceeding quickly. As you know, one of the key 

factual issues is the accounting of the subrogation claims, 

which are being affected daily, as you know now, because we're 

getting claims coming into Prime Clerk daily --

THE COURT: Um-hum. 

MR. JULIAN: -- with the extension of the bar date. 

THE COURT: Right. 

MR. JULIAN: As each new claim comes in, to the extent 

they were insured and paid by subrogation claimants partially, 

that increases the subordination risk of the subrogation 

claimants in this case. If Judge Donato gets his way, which I 

hope he does, that there's ninety-five-percent participation in 

this case, the subrogation claimants' subordination issue will 

be almost classwide. And so that's where --

THE COURT: Almost what? 

MR. JULIAN: Classwide. For the whole class --

THE COURT: Classwide. 

MR. JULIAN: -- of subrogation claimants. 

THE COURT: I just didn't hear the term.

MR. JULIAN: Yes. So what I asked them to do was --

how soon can I get the factual accounting so that we can file a 

motion for summary judgment on this in the adversary 

proceeding. And the response was this week they're filing 

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their individual claims that correspond to the individual 

victim claims on file and otherwise. And so -- and that that 

would resolve a great part of my accounting. So I think what 

we do is we come back to Your Honor in two weeks and tell 

you -- give you an update on what that claim filing by the 

subrogation claimants did for our accounting request. And then 

I think we can start moving very quickly on that. 

THE COURT: Well, but again, go back to just basics of 

any adversary proceeding. There's a time to respond; decide 

shouldn't that be kept open. There's a time to decide about 

motions and so on. 

MR. JULIAN: Yes. 

THE COURT: I don't care what we do. I just want to 

make sure we don't lose track of it; that's all. So do you 

want to have a stipulation with the subrogation claimants that 

their time to respond to the adversary proceeding is open 

and --

MR. JULIAN: No, not open, Your Honor. It's due. And 

they told me they're going to file their motion to dismiss. 

THE COURT: Oh, okay. Okay. Well, they didn't tell 

me that. 

MR. JULIAN: Yeah.

THE COURT: Okay.

MR. JULIAN: And we'll respond promptly and get that 

on for a hearing in front of Your Honor. 

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THE COURT: Well, we have a December 4 date specially 

set at the request of the debtor, for a continued hearing on 

the RSA. We have another -- a regular date of the 11th, I 

believe, and that's the only date on the calendar, at least 

till the end of -- till the holidays. That doesn't mean I 

can't have more hearings. I just said -- just have to deal 

with them, that's all. And I realize that there's a lot going 

on upstairs and down the street in the coming weeks. So I'm 

here to serve you. 

Well, then, Mr. Julian, unless you want to be more 

specific, I'll just take this as my status report and say 

there's nothing -- there're no action item (sic) at the 

moment --

MR. JULIAN: Right.

THE COURT: -- in the adversary proceeding, and there 

is a continued hearing date on December 4th and, if there isn't 

a resolution or a further continuance, I will probably issue 

another docket text order that suggests some limited amount of 

time for arguments -- further argument, because things are,

happily, moving quickly. And then I'll either make a ruling 

from the bench or take it under advisement and move quickly on 

it. 

MR. JULIAN: Thank you, Your Honor. 

THE COURT: All right? 

MR. JULIAN: Thank you. 

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THE COURT: Okay. All right. Okay, so for everyone 

else's sake, then the only matter on the agenda today left is 

the -- what we commonly call the inverse-condemnation motion. 

I've issued a docket text about that. And I'm ready to 

proceed. 

Mr. Orsini, you've got your share of an hour, along 

with your colleagues, and your homework assignment. Good 

morning. 

MR. ORSINI: I appreciate homework assignments, Your 

Honor. Good morning. For the record, Kevin Orsini, Cravath, 

Swaine & Moore, on behalf of debtors. 

Your Honor, I believe your docket text allocated an 

hour --

THE COURT: Um-hum. 

MR. ORSINI: -- to our side. I candidly don't know 

that we'll need the full hour. I'll reserve fifteen minutes 

for rebuttal.

THE COURT: Okay. 

MR. ORSINI: And Mr. Johnston from Jones Day has asked 

for five minutes of my opening time. So by my math, that would 

leave me with forty minutes.

THE COURT: As much as you want, but not to exceed 

forty. 

MR. ORSINI: Understood, Your Honor. 

THE COURT: I mean, look, you've -- both sides have 

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extensively briefed it. I've done a lot of reading. I've got 

some history on California law. I've got cases about floodcontrol districts and lots of other things, so -- go for it. 

But --

MR. ORSINI: So here we go.

THE COURT: -- answer my question about West.

MR. ORSINI: I will, Your Honor. So the fundamental 

purpose behind the constitutional provision of inverse 

condemnation is to distribute loss from a public good 

throughout the community. It's this socialization of losses 

that forms the fundamental basis of inverse. Your Honor, those 

aren't my words. Those are the words of the California Supreme 

Court time and time --

THE COURT: Um-hum.

MR. ORSINI: -- and time again. 

THE COURT: No, and you quoted it frequently. Yeah. 

MR. ORSINI: And --

THE COURT: Yeah. 

MR. ORSINI: -- we'll talk more about that, Your 

Honor. But inverse was developed, and actually works, in the 

context of a true public entity. So we have unfortunately a 

very recent example of a circumstance in which inverse would 

work, and that's the Getty fire down in Los Angeles. The Getty 

fire, according to the mayor of Los Angeles, was an act of God 

that was caused when a branch blew into a tree (sic) line 

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that's operated by the municipal utility. 

So in a circumstance like that -- and these are the 

circumstances the Supreme Court has addressed -- California 

Supreme Court has addressed -- you have inverse condemnation,

which actually works in terms of distribution of losses, 

because the municipal utility can spread the losses among the 

community by raising rates, or ultimately through taxation 

power. That's what inverse is about. 

What Your Honor is charged with deciding today -- no 

small task -- is how the Supreme Court of California would rule 

in a circumstance like this, where that fundamental lossdistribution framework does not exist; unambiguously does not 

exist. The CPUC could not have been more clear about that in 

its recent rulings, and the state court -- the California 

Supreme Court has never actually addressed this issue.

THE COURT: Well --

MR. ORSINI: That's --

THE COURT: -- you made that clear.

MR. ORSINI: That's the job before you.

So let me go right to your question: why doesn't West 

end the entire conversation and I sit down? Your Honor, all 

West says is that what an appellate court in the state has 

concluded is one piece of data, one datum, that this Court 

ought to consider, and it ought to be something that you would 

not disregard -- and this is the language of West -- unless 

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you're convinced by other persuasive data that the highest 

court of the state would decide otherwise. Okay, that's what 

West says. 

Now, the TCC and others argue that --

THE COURT: I don't believe the Supreme Court 

identified any data, in that case, that the circuit court 

should have looked at. If --

MR. ORSINI: That's right. In the West case, there 

was no other data --

THE COURT: There was no other data. 

MR. ORSINI: -- certainly not described by the United 

States Supreme Court in assessing whether or not to take a 

different view that the intermediate --

THE COURT: Did you notice that --

MR. ORSINI: -- court had. 

THE COURT: -- the West case was argued and decided in 

three weeks? I mean, you imagine how things used to be done.

MR. ORSINI: How things used to work, Your Honor?

Look, the other important point about the West case --

so what was going on in the West case that the TCC has cited 

is, in that case the United States Supreme Court said, we ought 

to give extra deference to the intermediate appellate court's 

decision, where in that litigation the highest court of the 

state has decided to let that loss stand. And they try and 

analogize that to the circumstances we have here. Those aren't 

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the circumstances we have here.

THE COURT: Well, they sound like it.

MR. ORSINI: Well, they're not, Your Honor. 

THE COURT: Okay. 

MR. ORSINI: What we have here are two intermediate 

court decisions that were decided years ago in different cases, 

that we've briefed. 

THE COURT: Not --

MR. ORSINI: And I'll talk about --

THE COURT: Not too many years ago. 

MR. ORSINI: Not too many years ago, but --

THE COURT: Okay.

MR. ORSINI: -- but fundamentally, Your Honor, before 

the CPUC said what it said.

THE COURT: One CPUC decision that went the other way 

with a concurring opinion of two commissioners that said, I 

think the law ought to change. 

MR. ORSINI: The one decision the CPUC has stated very 

clearly, the governor's strike force has accepted that that's 

the law of this state, that's the law we have to apply right 

now, which is that the CPUC will not permit automatic cost 

recovery. It said inverse condemnation is completely 

irrelevant to any of the considerations they have to reach.

THE COURT: But that doesn't mean they won't consider 

a cost recovery. It said --

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MR. ORSINI: It does not, Your Honor. 

THE COURT: It goes to this question of prudent 

practice, which is -- as I think someone on the other side 

said, it sort of sounds like negligence. 

MR. ORSINI: Well, and -- but that's not what inverse 

is about, Your Honor, and that's the fundamental problem. 

THE COURT: No; that's --

MR. ORSINI: Inverse --

THE COURT: -- that's true, it's not. 

MR. ORSINI: Inverse condemnation is strict liability. 

So let's go back to the Getty fire. It could have been an act 

of God. They could have been the most negligent tree trimmers 

in the history of tree trimmers; it would not matter. Inverse 

condemnation in that instance would apply, and the costs would 

be socialized to the entire community. That's what inverse is 

supposed to be about. 

What we have with an investor-owned utility like PG&E

is the CPUC saying, well, we'll decide whether or not you pass

along those costs. And that's their right to do. That's what 

the statutes give them the power to do. 

THE COURT: And -- well, we're digressing, but why 

doesn't that issue make this moot today? Because you haven't 

lost that argument for the current fires. 

MR. ORSINI: Because, Your Honor, it's a fundamental 

question of whether or not inverse can apply to a privatelyCase: 19-30088 Doc# 4819 Filed: 11/20/19 Entered: 11/20/19 13:14:33 Page 24

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owned utility --

THE COURT: Right.

MR. ORSINI: -- whether we're considered a public 

utility.

THE COURT: Well -- but, Mr. Orsini --

MR. ORSINI: And -- no, I understand. I'm getting --

THE COURT: -- we're back --

MR. ORSINI: -- to the question, Your Honor.

THE COURT: -- we're back to West and two intermediate 

court decisions, and I'm supposed to look at data --

MR. ORSINI: Um-hum.

THE COURT: -- or one datum. And show me one. Give 

me one. The only data or datum I have that is persuasive, I 

think, is that the California legislature, all of three months 

ago, decided not to change the law. If that isn't a 

significant marker, I don't know what is. 

MR. ORSINI: Well --

THE COURT: I mean, the California legislator (sic)

could have changed the law, and didn't. I'm supposed to 

predict that the California Supreme Court, four justices out of 

seven, would decide they know better than the California 

legislature on that point? I don't know how I do that. 

MR. ORSINI: Your Honor, inverse condemnation is 

something that's been created as a judicial doctrine. And 

you're absolutely right; the California legislature could have 

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acted.

THE COURT: Um-hum.

MR. ORSINI: They did act in some other ways. They 

did act in terms of the standard that's applied by the CPUC, 

they did act in terms of creation of a wildfire fund, all of 

which are forward-looking issues and don't actually apply to 

fires that are at issue here.

THE COURT: No, I know they don't. Of course they 

don't.

MR. ORSINI: Right? And so in terms of predicting 

what the Supreme Court would do, I can't show you a Supreme 

Court case where they have said we would not apply inverse 

condemnation --

THE COURT: But --

MR. ORSINI: -- to PG&E.

THE COURT: But the message I get from West is I'm 

supposed to find something --

MR. ORSINI: Yes, Your Honor. 

THE COURT: -- something. Is there -- there was a --

was there a concurring decision; was there publications or 

writings by members of the court; or some clue. What is the 

clue that I would get to know how -- I have to do some 

predicting. 

MR. ORSINI: You do --

THE COURT: It's not how I would rule if I were 

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suddenly put on the Supreme Court. It's how are four of the 

seven justices going to do it. 

MR. ORSINI: You're supposed to do exactly what the 

Ninth Circuit did in American Tower.

THE COURT: Yeah? Which is?

MR. ORSINI: What the Ninth Circuit did in American 

Tower, after the West decision was issued, citing to the West 

decision, okay, where in American Tower the question was 

whether or not you should interpret a particular statute under 

California law in a particular way. An intermediate court in 

California had interpreted it one way. The Ninth Circuit said,

that's a piece of information for us, but we can also look at 

the statute ourselves and we can assess what the statute says 

and what the legal doctrine underlying that statute says, and 

we can conclude that, if the Supreme Court were presented with 

the question that we now face, it would come out differently 

than the intermediate court in the state of California had come 

out.

THE COURT: But what are -- again, I use the term 

"marker"; maybe that's an imprecise word. What is the clue 

that the California Supreme Court has signaled to me? 

MR. ORSINI: Can I approach?

THE COURT: Oh, sure, but what are you going to give 

me, a --

MR. ORSINI: I'm going to give you some clues. 

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THE COURT: -- the pray (sic) book -- or the playbook? 

Oh, got great, big letters; I can read it. 

Indicators. 

MR. ORSINI: I just gave Mr. Julian eight copies.

Your Honor, there're three categories. Slide 2 is 

what the California Supreme Court said. Let me be very clear, 

Your Honor; Barnham (sic) and Pacific Bell were wrong. And 

I'll talk about why they were wrong.

THE COURT: Well, you know what, if they are wrong, do 

I have a choice? That's the important --

MR. ORSINI: You a hundred percent have a choice, Your 

Honor --

THE COURT: Oh, okay, well --

MR. ORSINI: -- because if you conclude, based upon 

the Supreme Court's decisions, based upon the California 

Supreme Court's doctrine around inverse condemnation, that it 

would reach a different conclusion than those courts, you 

absolutely have a choice.

THE COURT: Okay. 

MR. ORSINI: Okay? And so why do I believe that the 

California Supreme Court would reach a different result? Well, 

because if you look at all of the quotes that are on slide 2 --

THE COURT: Those are the excerpts that were in your 

brief, right? I --

MR. ORSINI: Some of them are, yes. 

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THE COURT: I recognize those little pin --

MR. ORSINI: Some of those are, yes, Your Honor.

THE COURT: Okay. 

MR. ORSINI: The fundamental point, Your Honor, is, 

the California Supreme Court has said that the purpose of 

inverse condemnation unambiguously is socialization of losses. 

THE COURT: Um-hum. 

MR. ORSINI: There can be no debate about that.

THE COURT: No, I do agree. I agree. It is --

MR. ORSINI: And -- but if you agree with that 

principle, it compels the conclusion that the Supreme Court 

will conclude that it doesn't apply to us in these 

circumstances, when the CPUC has said, guess what, that loss 

distribution, forget about it --

THE COURT: But --

MR. ORSINI: -- doesn't apply. 

THE COURT: But, Mr. Orsini, the California Supreme 

Court might say, the CPUC in Southern Cal. Gas determined that 

the utility didn't engage in prudent practice, therefore 

they're stuck. And maybe the CPUC will determine here that 

PG&E did engage in prudent practice and therefore they'll get 

their socialization fix. 

MR. ORSINI: Well, two points on that, Your Honor. 

The CPUC's taking a very different position as to our prudence 

and ongoing proceedings, right now --

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THE COURT: Well, but that --

MR. ORSINI: -- which are not resolved yet. 

THE COURT: But they haven't resolved that.

MR. ORSINI: They have not resolved yet, number one. 

But number two, Your Honor, I submit, it doesn't matter. It 

doesn't matter, because the point is we can't wait around to 

see if the CPUC may or may not permit cost recovery in any 

particular case involving an investor-owned utility. The 

question that this Court is presented with, the question that 

the California Supreme Court would be presented with, is, is 

this private entity -- we are undoubtedly a private entity --

in this context of inverse condemnation, should we be treated 

as a public entity. 

THE COURT: Well, Barnham and --

MR. ORSINI: Yes.

THE COURT: -- Pacific Tel. (sic) talk about public 

purpose. 

MR. ORSINI: Right. They talk about --

THE COURT: They didn't --

MR. ORSINI: Well, Barnham doesn't talk about --

THE COURT: The public purpose of -- pardon? 

MR. ORSINI: Barnham doesn't talk about much, 

candidly, Your Honor; it sort of assumes the answer. Pacific 

Bell goes through a much more detailed analysis.

THE COURT: Okay.

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MR. ORSINI: And so let me address that analysis. But 

before I do that, one other point I just want to make with 

respect to the CPUC, because there were some, I think, confused 

statements in the submissions by my friends on the other side, 

about what exactly happened in the Southern California 

decision, where there was a suggestion that CPUC said, well, 

because you were imprudent with respect to the fire at issue, 

you shouldn't be able to recover the costs. Now, even if that 

had been what they'd said, it still wouldn't change the answer 

here. But that's actually not what they said.

THE COURT: Well, but they spent --

MR. ORSINI: What they said --

THE COURT: -- most of seventy pages describing three 

fires.

MR. ORSINI: They spent seventy pages describing three 

fires and when San Diego argued to them. But none of the 

things that you've identified as imprudent would have prevented 

the fire from occurring. 

You know what the CPUC said? It's at Exhibit E to my 

declaration, at page 10. The CPUC said that "misses the 

fundamental point. Even if the fire would have started anyway, 

a reasonableness review looks at" their actions generally. So 

the point being, inverse condemnation was developed for public 

entities, where it doesn't matter how prudent, imprudent, 

negligent, reckless they were; they get a guarantee of cost 

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recovery. They're a conduit for the socialization of losses. 

On the other hand, investor-owned utilities such as 

PG&E -- the CPUC has said, in its one decision on this issue, 

its most recent decision on this issue, I don't care if you 

were imprudent on something that had absolutely nothing to do 

with the cause of the fire, you don't get your costs recovered. 

That is not what the Supreme Court has said about inverse 

condemnation. And so let's go to Pacific Bell.

What does Pacific Bell rely upon in order to conclude 

that inverse condemnation should apply to an investor-owned 

utility? One, it relies on the presumption that cost recovery 

will be permitted; presumption that has now been affirmatively 

disproven. There may be a case out there where it's permitted, 

but there's no guarantee of it. And absent that, the 

underpinning is gone. That was point number one.

THE COURT: Well, is there a case that says cost 

recovery is denied when you are prudent?

MR. ORSINI: Is there a case that says cost --

THE COURT: I mean, in other words, you just faulted 

the CPUC for saying San Diego Gas was imprudent, even though 

the fire might have been caused by some other thing. What I'm 

asking you: has the CPU ever -- CPUC ever denied cost recovery 

where it determined that the utility was prudent? 

MR. ORSINI: In the context of a loss such as this, 

I'm not aware of one.

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THE COURT: Well, but --

MR. ORSINI: But again, Your Honor, I don't think 

that's relevant. I really don't think that's relevant, 

because --

THE COURT: Well, it may not be relevant, but it's a 

data point.

MR. ORSINI: Okay. But it's a -- but I don't think 

it's a data point that tells us anything.

THE COURT: Okay. 

MR. ORSINI: There are lots of data points. 

THE COURT: Okay.

MR. ORSINI: Right. But I don't think it's a data 

point that actually tells you anything, because, again, it's 

all about the guarantee of cost-spreading, socialization of 

loss, spreading the loss among the entire community, not taking 

it from one set of private individuals and putting it on 

another set. And that's where Pacific Bell fundamentally made 

a mistake. It presumed cost recovery would occur. There's the 

footnote 6 which says, well, even if L.A. Power and Water (sic)

is brought under the auspices of the CPUC, that wouldn't mean 

that they would fall outside of inverse condemnation. It's 

dicta. I'm not sure that's actually right. But in any event, 

even if they didn't get rate increases, guess what they do 

have? Taxation and levy authority. Okay? 

So, fundamental problem number one was an assumption 

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that's been disproven. But fundamental problem number two --

because ultimately what were they being asked to decide, and 

what are you being asked to decide: is a private-investorowned utility a governmental entity for the purposes of inverse 

condemnation? 

THE COURT: Or is what the utility was engaged in --

was a public purpose? 

MR. ORSINI: I actually don't think that's the right 

question, Your Honor.

THE COURT: Well, but that's what two courts said. 

MR. ORSINI: Well, but this is -- 

THE COURT: Again, you say --

MR. ORSINI: But that's not what the California 

Supreme Court has said. If you --

THE COURT: Okay.

MR. ORSINI: -- look at every one of the decisions 

I've pointed you to, right, they don't talk about monopoly 

status, they don't talk about quasi monopoly status.

THE COURT: No, they talk about the --

MR. ORSINI: They say they were most fundamentally 

influenced by the loss-spreading rationale. That's why they 

developed inverse condemnation, not because what's being 

provided is a public good but because what's being provided as 

a public good by a public entity should be spread across the 

public. And that's what Pacific Bell missed. 

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THE COURT: So the developed rationale is costspreading, but that doesn't mean it's been confined narrowly as 

you would have me predict that the Court would do it.

MR. ORSINI: Because the Supreme Court hasn't 

addressed it, so we have to ask --

THE COURT: I know. You've --

MR. ORSINI: -- what would they do. But, Your 

Honor --

THE COURT: You've made it clear. 

MR. ORSINI: -- if we're -- if we stipulate for a 

second that the fundamental purpose of this is cost-spreading 

and we can't cost-spread, how can that dictate that the 

expected result from the California Supreme Court was they say, 

you know what, forget what we've said for the past hundred 

years, forget the whole point of this, forget what we've called 

the constitutional underpinning, forget the thing that we've 

said we most were influenced by; don't care about any of that, 

despite decades of jurisprudence; now we're going to come up 

with another rationale. Okay, candidly, Your Honor, that's 

where we get to our federal constitutional arguments, because 

if that's the result, that is arbitrary. That is irrational to 

say that the purpose of a doctrine is to do something that we 

all stipulate is not guaranteed. It doesn't get more arbitrary 

or irrational than that. Right? 

But the Pacific Bell court didn't really grapple with 

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that; it instead relied upon the Gay Law Students Association 

case, which was a case in which the California Supreme Court 

had concluded that an investor-owned utility, a private 

utility, could be treated as a public entity for the purposes 

of discrimination. 

THE COURT: I'm aware of that --

MR. ORSINI: Right?

THE COURT: Um-hum.

MR. ORSINI: And there, Your Honor's absolutely right;

in the context of the purpose for anti-discrimination laws, the 

purpose of the jurisprudence that said we don't want people who 

are providing a public good to discriminate against people on 

the basis of their sexual orientation or any other basis, for 

discrimination, that's protected; in that context, we will 

decide that they are a public entity. Okay? 

Pasillas, which they have a -- the TCC will make an

argument Pasillas is talking about one-half of gay law students 

and not the other. It's false. Just read the decision. What 

Pasillas said is, when you're analyzing a constitutional or 

statutory principle like they were in Gay Law Students, like we 

are here, it's a context-specific inquiry, and it could be a 

different answer in a different circumstance. And you know how 

else I know that? The Moreland case, Your Honor. 

The Moreland case, which we cite in our brief, was 

decided one year after Gay Law Students. The question in that 

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case was, again, is an investor-owned utility a governmental 

entity. But in that case, the question was being asked from a 

different perspective; it was being asked from the perspective 

of a venue statute. And what the court said there was, 

actually relying upon the fact -- relying upon the fact that 

they could not raise rates without CPUC approval, the Moreland 

decision, one year after Gay Law Students, said, in this 

context, the entity is not a public entity. 

In each of those cases, they were confronted with the 

same question: do we treat the utility as a private entity or 

a public entity. In answering those questions, the courts 

looked to the underlying purpose of the doctrine at issue, 

which is precisely what the California Supreme Court would have 

to do here, which is precisely what you need to predict as to 

how the Supreme Court would resolve it. And given the fact 

there is no ambiguity that this is about cost-spreading, we 

submit, Your Honor, that the Supreme Court would say, in this 

context, PacBell got it wrong. And do I know that with 

certainty? Of course I don't. Of course I can't. But what I 

do know is what the Supreme Court of the state of California 

has said for one hundred years. 

And back to the West point where we started. It is 

true that we sought review of the lower-court decisions before 

we filed the bankruptcy --

THE COURT: Right. 

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MR. ORSINI: -- but it was all interlocutory. It was 

all interlocutory, discretional writs, which are exceedingly 

rarely granted. And ultimately --

THE COURT: No, but the --

MR. ORSINI: -- at the end of all those cases --

THE COURT: -- but the TCC argues that you should have 

exhausted your remedies, should have gone the final step; 

right? 

MR. ORSINI: Everything was stayed here, Your Honor. 

Everything was stayed here. We could have made a motion to 

lift the stay, sure. I note that the final judgment that 

they're referring to -- the plaintiff actually made a motion to 

push the appeal, and then it was withdrawn after the plane was 

purchased by one of the creditors in this case. Okay? 

Could we have still moved to lift the stay at that 

point? Sure, we could have. We made the determination based 

upon the speed at which the California appellate courts move, 

versus the speed at which this court needs to move, that this 

was an issue we can and should present here. You want to call 

that forum-shopping? You can call it forum-shopping. It's an 

assessment of what's likely to actually get us to the answer in 

the time period that we all know is critical.

And so, Your Honor, it's -- I understand that what I'm 

asking the Court to do is to reach a ruling that is 

inconsistent with two intermediate-level decisions in 

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California. I understand that. But those decisions were

premised upon assumptions that have now been disproven, and 

they're fundamentally inconsistent with everything the 

California Supreme Court has said.

THE COURT: Well, but you still hadn't -- you still 

haven't told me why I should jump the gun. I realize that 

everything's moving quickly in this case and upstairs and down 

the street, but there is kind of a ripeness issue.

MR. ORSINI: I don't believe there is, Your Honor.

THE COURT: Well, okay, but --

MR. ORSINI: And the reason -- let me say -- let me 

say again why. 

THE COURT: But suppose you get an adverse ruling from 

me and from Judge Donato and life goes on and then three years 

from now the CPUC says --

MR. ORSINI: Here's some cost recovery.

THE COURT: -- here's some cost recovery.

MR. ORSINI: Right.

THE COURT: I mean, it took -- how long did San Diego 

Gas & Electric fight the fight? And -- several years, right? 

MR. ORSINI: Yeah, at least. 

THE COURT: Right, right. 

MR. ORSINI: At least several years. 

THE COURT: Right. 

MR. ORSINI: So --

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THE COURT: Well, the fires were when? 2004 or '07? 

MR. ORSINI: 2007, I believe, Your Honor.

THE COURT: Whatever. It's a long time ago. 

MR. ORSINI: And the answer is, first of all, if we 

can get cost recovery down the road, that'll be a good result 

from that perspective.

THE COURT: It's better than not getting it, right?

MR. ORSINI: It's -- well, that's obviously the case; 

it's better than not getting it. But, Your Honor, let's think 

about the opposite scenario. The opposite scenario is you,

Judge Donato, state court, whichever jurisdiction it is, 

rejects my argument and says inverse condemnation applies to 

PG&E; guess what, you have to pay out X billion dollars based 

solely on the strict-liability doctrine, that's premised on the 

notion you'll get cost recovery. Five years from now, we have 

an opposite outcome.

THE COURT: Um-hum.

MR. ORSINI: The CPUC says, sorry, PG&E, no cost 

recovery for you. Now we have a circumstance --

THE COURT: Because you weren't prudent.

MR. ORSINI: Sure.

THE COURT: That they probably -- it would say,

because you weren't prudent, right --

MR. ORSINI: It would say, because --

THE COURT: -- not because we think inverse 

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condemnation is our measure, but prudence is our measure.

MR. ORSINI: Well, actually, more than that, because 

they will explicitly say inverse condemnation is not our 

measure --

THE COURT: I think -- yes, that's right. 

MR. ORSINI: -- we don't care about strict liability, 

we don't care about the fact that strict liability has been 

imposed based upon the presumption you will get to spread these 

costs, we're going to exercise our statutory authority and 

obligation to decide whether or not you've been prudent. I'm 

not criticizing the CPUC in that respect.

THE COURT: You might be. 

MR. ORSINI: Well, no, I'm actually not. I may 

criticize the standard a little bit, but I'm not criticizing 

them for applying their standard. 

And if we're in that scenario where the court has 

said, you have to pay billions of dollars inverse condemnation, 

strictly liable, based on this presumption that you might get 

it down the road -- we get down the road four years and the 

CPUC says, sorry, you weren't prudent, you don't get cost 

recovery. Then what happens? 

THE COURT: Then you take it to the California Supreme

Court.

MR. ORSINI: Based entirely upon the regulatory 

decision as to whether or not they could be exercising a 

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prudence review. 

THE COURT: Well --

MR. ORSINI: That's a fundamentally different issue, 

Your Honor.

THE COURT: Well, but is it the -- at the end of the 

day, if the California Supreme Court says that the CPUC erred 

by sticking it to prudence and it should have been an absolute 

entitlement, don't you win -- I realize the timing is 

significant. 

MR. ORSINI: No, but it's more than timing, Your 

Honor, because it's two fundamentally different questions --

THE COURT: Okay.

MR. ORSINI: -- because the question that would be 

asked and answered in that proceeding down the road would be 

whether or not the CPUC was properly applying its regulatory 

authority in deciding what was or was not prudent conduct. 

Inverse condemnation would not play into that assessment. 

Okay? Whereas here, if this Court says we're subject to 

inverse condemnation and we pay the billions of dollars based 

upon strict liability, that's gone --

THE COURT: I guess --

MR. ORSINI: -- that's over.

THE COURT: I guess I'm having trouble understanding 

why you call them two different issues if you can make the case 

that -- and again, we're not talking about today, we're talking 

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about years from now --

MR. ORSINI: Yeah, but --

THE COURT: -- that PG&E might have not been prudent 

in general, but it didn't -- it wasn't imprudent in connection 

with these fires.

MR. ORSINI: So let me try it -- let me try it again, 

Your Honor, because in that scenario, in the scenario where 

we're challenging a cost-recovery prudence decision by the 

Public Utilities Commission, inverse condemnation doesn't play 

into the analysis. That's what the CPUC has said, that's what 

the Courts have said, okay, because the CPUC regulatory 

authority, to make its decisions about rates, is a 

fundamentally separate issue. And that's precisely the 

problem. We're left in this untenable position where the 

courts on the front end are saying, we're going to hold you 

strictly liable, regardless of prudence, regardless of fault, 

regardless of negligence; strictly liable, based on a doctrine 

that grew entirely out of the notion of cost-spreading; and 

let's hope it works out for you in the end; if it doesn't work 

out in the end, that initial decision is not, cannot, will not 

be revisited.

So it's a hundred-percent right, because the question 

here is a doctrine that requires cost-spreading --

THE COURT: Well --

MR. ORSINI: -- a doctrine that is entirely about it. 

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If it's not guaranteed, Your Honor, the doctrine doesn't fit. 

THE COURT: But you have -- if you could magically 

transport yourself across the street to the California Supreme 

Court, you could argue to it tomorrow that this doctrine has 

been misapplied for all these years --

MR. ORSINI: I would love to transport myself --

THE COURT: -- and --

MR. ORSINI: -- across the street tomorrow. 

THE COURT: -- the way you have to get there here is 

persuade me and, if you don't persuade me, persuade either an 

intermediate federal court or the Ninth Circuit, to certify it 

to the California Supreme Court. You might get there anyway, 

and so if you get there without going to CPUC, that's fine. 

And the question is whether I should take the jump to tee it up 

your way in the face of all these other markers or data points. 

But if I don't, you still have access at some point, maybe not 

five years, maybe two, maybe one, maybe --

MR. ORSINI: Well, but not --

THE COURT: -- a shorter --

MR. ORSINI: -- in time for this case, Your Honor. 

THE COURT: Well, I don't know. 

MR. ORSINI: Not --

THE COURT: I don't know whether that's true.

MR. ORSINI: We're all trying to get out of here by 

June 30th.

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THE COURT: Well, no, I understand, but the fact of 

the matter is, if PG&E gets hit with a substantial inverse 

liability, it has to deal with it; you know that. And if at 

some point the California Supreme Court reverses it, then it 

reverses it and --

MR. ORSINI: And then what, Your Honor? We've emerged 

from bankruptcy; we've put billions of dollars into a trust. 

That money's going to come back?

THE COURT: I don't know.

MR. ORSINI: Right? And that --

THE COURT: I don't --

MR. ORSINI: -- that's why, Your Honor --

THE COURT: I don't know what happens. 

MR. ORSINI: -- I don't think that's -- it's tenable 

to wait for the California Supreme Court. That's why we've 

teed it up in the context that we have, which is, to be very 

clear, estimation. 

THE COURT: But don't you expect that, no matter what, 

if I make a ruling, it's going to be reviewed?

MR. ORSINI: Your Honor, I expect just about every 

ruling that's going to made with respect to estimation --

THE COURT: Yeah.

MR. ORSINI: -- in this case, if we can't resolve 

it --

THE COURT: Well, no, of course. 

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MR. ORSINI: -- it's going to be reviewed. 

THE COURT: I do too. 

MR. ORSINI: And so the question is can it be reviewed 

in time. But more significantly, right, what's before us right 

now, what American Tower says, what it says citing to West, is 

that this Court has to try to predict what the Supreme Court 

would do. And I submit, Your Honor, that we believe, based on 

all the datum I've -- data, not datum, I provided to you, that 

it's clear how the Supreme Court would come out. 

And what we're asking the Court, in the context of 

estimation, to do is to make a ruling as to whether or not 

we're right or potentially -- we've had this conversation 

before, Your Honor, because this is estimation -- how likely do 

you think that I'm right? Right? How --

THE COURT: Wait, wait. Hold on. 

(The Court and clerk confer.)

THE COURT: Oh. Yeah. So, they can hear you and they 

can't hear me. 

MR. ORSINI: It's rarely the case that people can't 

hear me, Your Honor. 

But we need to go to estimation. Right? The Court is 

charged, under the long line of estimation cases that we cited 

to the Court back in the summer, that the Court is more 

familiar with than I ever will be, with making an assessment as 

to these underlying legal issues. And in making this 

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assessment as to whether or not we are liable under inverse 

condemnation or likely to be liable under inverse condemnation, 

what West and American Tower say is you have to look at all of 

the data points; those data points include Pacific Bell and 

Barnham, but they also include a hundred years of jurisprudence

saying that the principle being inverse is different. They 

include effectively everybody in the government who has touched 

this --

THE COURT: But isn't it --

MR. ORSINI: -- saying inverse is broken. 

THE COURT: Isn't the notion that the legislature 

declined the invitation in July, itself, a data point?

MR. ORSINI: It is a data point, Your Honor. I 

don't --

THE COURT: And a significant one. 

MR. ORSINI: I don't -- look, the legislature made 

changes. The legislature made changes --

THE COURT: But the --

MR. ORSINI: -- to the -- wait --

THE COURT: I know, but we --

MR. ORSINI: -- but to the overall --

THE COURT: We know about all these other changes, but 

we're talking about --

MR. ORSINI: But they're relevant, Your Honor.

THE COURT: Okay.

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MR. ORSINI: They made changes to the overall risk 

structure, because we have an investability problem in this 

state, because of inverse condemnation.

THE COURT: Um-hum.

MR. ORSINI: They made changes to the wildfire fund 

because we have an investment problem because of inverse 

condemnation. Did they go so far as to say, you know what, for 

these fires that already happened, we're going to rescind 

inverse? No, they did not. 

THE COURT: But why not? 

MR. ORSINI: Well, Your Honor, I think we can --

THE COURT: Why -- no, no, but I'm going to finish my 

question: why not? And the question to me is, they chose not 

to, because they accept the law the way it is, not the way you 

want it to be. Why do I ignore that? 

MR. ORSINI: That may be one reason they did it. 

Another reason could have been because of political climate. 

Another reason could have been because they know this issue's 

before the Court, so they fixed the problem, going forward, and 

left to the courts to interpret what the law actually is. 

THE COURT: Well, I don't --

MR. ORSINI: So, yes, it's --

THE COURT: -- I don't know that anybody teed it up 

that way back then. I mean, this law was enacted in July; the 

bankruptcy court's case was underway. But -- look, I think --

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let me try it a different way. If they were busy doing the 

wildfire fund and putting the deadline and doing all the 

corporate-governance things and a million other things that 

aren't what you and I are talking about today, and if they --

if there hadn't been any attention paid to the doctrine, that'd 

be one thing. But I don't -- I just read the newspaper, you 

know, or read the -- read something. I can't ignore the fact 

that on the agenda somewhere in Sacramento was this question 

to -- do we or don't we change this principle, and the answer 

is they clearly chose not to.

MR. ORSINI: That's true, Your Honor. 

THE COURT: And that sounds like a data point.

MR. ORSINI: It is a data point.

THE COURT: Okay.

MR. ORSINI: Again, we have to weigh all the data 

points.

THE COURT: I know, but what -- I'm ranking them. 

MR. ORSINI: And, Your Honor --

THE COURT: You know, it's like if the 49ers were 

playing and their starting quarterback was injured. I'd take 

that into account. Are they likely to win if their second 

quarterback is playing? Well --

MR. ORSINI: If they're playing my Giants, probably.

THE COURT: Well, they probably this year -- Giants 

lose all the time. And I was -- 49ers used to lose all the 

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time. 

MR. ORSINI: Your Honor, it's clearly a data point. 

You need to rank the data points. I also think, when you're 

ranking the data points, supreme courts care a whole lot about 

precedent, their own precedent; they care a whole lot about 

consistency in the law.

THE COURT: Correct. 

MR. ORSINI: And when you tie together the decision 

after decision after decision, going back decades, it can't be 

squared with inverse condemnation; it -- with --

THE COURT: Well, but, and listen, I'm --

MR. ORSINI: -- inverse condemnation applied here. 

THE COURT: -- feeling like I'm arguing with you, 

because I'm not; I'm discussing it with you, and I'm going to 

let Mr. Johnston speak. But you've got a long list of reasons 

of statement of policy, and they don't address this other 

question. In other words, to say the policy is to socialize 

the cost is fine; it's a great policy; I'm all for it. But 

they -- none of these things suggest anything about the public 

function that -- which you reject as --

MR. ORSINI: Well, what they --- well, I --

THE COURT: No, no, you reject Barnham and PacBell for 

saying what they say. But what struck me in there was the 

utilities in those cases were engaging in a public function of 

providing electricity or phone service, what's in the first 

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one, for the public.

MR. ORSINI: They absolutely are. And they --

THE COURT: And so --

MR. ORSINI: -- absolutely were. 

THE COURT: -- that's a data point. 

MR. ORSINI: Well, it's a data point that doesn't tell 

you a whole lot, because it's a data point about a policy 

that's not the articulated policy behind the doctrine. Right?

So could it be, Your Honor, that they decide, again, forget the 

policy we've identified, there's another one? Sure; it's a 

possibility. Right? But we have to predict what they're 

likely to do. And what they've done is repeatedly articulate 

why inverse exists.

THE COURT: Okay.

MR. ORSINI: And all I'm saying is I think that tells 

you what they would likely do when they're presented with a 

case where that reason is lacking.

THE COURT: Let me hear from your colleague, and then 

you have fifteen minutes. When you come back, devote one 

minute to what I stated in one of my -- one of my docket texts 

about whether I should invoke Rule 54(b) or -- and/or directappeal options. Either way, whether -- no matter how I rule, 

I -- so be prepared --

MR. ORSINI: I can address that now. 

THE COURT: Well, do it when you reply.

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MR. ORSINI: Okay. Thanks very much. 

THE COURT: I know you're going to say yes, but I want 

to hear it anyway. Listen, you might not. If I rule your way, 

you might tell me, don't even think of certifying it. 

Mr. Johnston. Good --

MR. JOHNSTON: Good morning, Your Honor. Jim Johnston

of Jones Day, on behalf of the PG&E shareholders. Thank you 

for the time. I won't repeat what Mr. Orsini said.

You asked, in your docket text and of course 

throughout the colloquy today, for specific markers or 

indicators that might predict how the California Supreme Court 

would address and rule on this issue when -- if and when faced 

with the question. That was part of the reason why we made a 

separate statement at the end of the brief. We tried to give 

you some real-world, hard facts that we think the Supreme Court 

would consider when it takes up the issue. 

Specifically, since the decoupling of cost-spreading 

from strict inverse-condemnation liability in late 2017, less 

than two years ago --

THE COURT: You mean because of the decision of the 

Commission?

MR. JOHNSTON: Yes. 

THE COURT: Yeah. 

MR. JOHNSTON: In November -- I think it was 

November --

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THE COURT: Yeah. 

MR. JOHNSTON: -- '17th --

THE COURT: Yeah. 

MR. JOHNSTON: -- 2017. The undisputed and 

unavoidable fact is that it has become much, much more 

expensive for all of California's investor-owned utilities to 

raise money; not just PG&E, which we know has a unique set of 

circumstances, but also Southern California Edison and San 

Diego Gas & Electric. 

Since the CPUC's denial of the rate-recoupment denial 

by San Diego Gas & Electric, the markets and investor community 

have come to grips with the fact that California IOUs now face 

the prospect of strict liability for increasingly massive and 

devastating wildfires, divorced from any negligence, with great 

doubt about their ability to recover those liabilities and 

rates. 

THE COURT: Well, but again --

MR. JOHNSTON: It's that --

THE COURT: -- I'm going to say the same thing to you 

that I said to Mr. Orsini: what about IOUs that aren't 

imprudent? Is there any indication that the CPUC would punish,

or condemn if you will, a prudent utility and say, you won't 

get your cost recovery? 

MR. JOHNSTON: There is --

THE COURT: There's none. There's no indication.

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MR. JOHNSTON: There is no indication, but there also 

is a distinction drawn by the CPUC, between negligence and 

prudency. Prudency, as interpreted by the CPUC, is a stricter 

standard than negligence. A utility can be not negligent and, 

absent inverse condemnation, would suffer no liability 

whatsoever, while at the same time being found years down the 

road, by the CPUC, to have been found imprudent. 

So you have this divorce between negligence and 

prudency. And the real problem, as shown by the markets and 

all the rating-agency downgrades, S&P asking whether California 

will ever have an investment-grade utility in the future, is 

that it's the perception of that risk, the perception of the 

risk that a utility will be found to be liable, not having been 

negligent, but not being able to recover the rates. That's the 

new reality. The --

THE COURT: Well, but again, I -- this is angels on a 

pin? No, it's not angels on a pin, or it's not Aristotle 

debating life's meaning. But can you draw the line between 

prudent and imprudent, and negligent or non-negligent? Can you 

articulate it in an easy formula? I can't. 

MR. JOHNSTON: I cannot.

THE COURT: I can't. 

MR. JOHNSTON: No. 

THE COURT: I'm sure --

MR. JOHNSTON: And --

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THE COURT: -- there're some philosophers that can, 

and maybe some tort professors at the law school, but I don't 

know how to --

MR. JOHNSTON: Well --

THE COURT: -- describe it. 

MR. JOHNSTON: -- I think, more importantly, my 

clients cannot and the markets cannot. And because they 

cannot, there's this perception of risk --

THE COURT: So the answer is --

MR. JOHNSTON: -- and what do --

THE COURT: -- be prudent. I mean, this sounds 

flippant, I don't mean it that way, but it's, like, the way you 

avoid negligence is by not being negligent; the way you -- the 

way you get your cost recovery is by being prudent.

MR. JOHNSTON: It is by --

THE COURT: Isn't --

MR. JOHNSTON: It is by being prudent.

THE COURT: Isn't that right? I mean --

MR. JOHNSTON: So -- yes. What I'm trying to relate 

to you is that it's created a difficulty for these 

institutions --

THE COURT: No; understood. 

MR. JOHNSTON: -- in this state, to raise money. And 

so the --

THE COURT: And the commissioner --

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MR. JOHNSTON: -- the capital-raising function is now 

much more expensive.

THE COURT: I've forgotten the name, but the 

concurring commissioner said, Legislature, please fix it, or, 

Courts, please fix it. But --

MR. JOHNSTON: Correct. And before I turn to why this 

is actually important, I know you brought up many times why 

didn't it get fixed in Sacramento this summer, why hasn't it 

been fixed in the past. 

THE COURT: Some people might not think it's a problem 

that needs to be fixed. 

MR. JOHNSTON: Correct, although the statements from 

the highest officials in the state that it is a problem would 

indicate that reasonable minds think that there's an issue 

here.

THE COURT: Well, that's what politicians do: they 

differ. But they could fix it tomorrow if they wanted to; 

right? 

MR. JOHNSTON: Not necessarily, Your Honor. 

THE COURT: No?

MR. JOHNSTON: And that's the point I wanted to raise. 

THE COURT: You don't think so? 

MR. JOHNSTON: Who knows what's in the minds of those 

in Sacramento. But I have heard it said many times, including 

from legislatures, that the legislators cannot do anything 

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about this problem, because it's a constitutional issue. 

Inverse condemnation is rooted in the state constitution. 

THE COURT: Well --

MR. JOHNSTON: And there is a view that says that the 

legislature's powerless to deal with this, and that this is 

something that has to be addressed by the Supreme Court, making 

a ruling on the state constitution. 

THE COURT: Well, it's interesting, because I don't 

pretend to know a lot of California constitutional history that 

isn't related to bankruptcy, which isn't the case. But in 

preparing for today, I read over and over Section -- Article I, 

Section 19, I believe it is, and it doesn't say anything about 

IOUs. It says that, if something -- if somebody takes your 

property, you should be reimbursed. Doesn't say by whom. 

So --

MR. JOHNSTON: Right. 

THE COURT: So the courts have said, well, if it's a 

governmental agency, you should be reimbursed and, if it's a 

IOU, you should be reimbursed. 

MR. JOHNSTON: And that will be the question that the 

California Supreme Court eventually will have to grapple with: 

whether the intermediate appellate courts, in applying it to a 

privately-owned entity, got it wrong.

THE COURT: Yeah, but my point is that the 

constitution itself doesn't flag -- doesn't give a clue to that 

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answer. The language doesn't; does it? 

MR. JOHNSTON: No.

THE COURT: No.

MR. JOHNSTON: And so who's --

THE COURT: It uses the past tense: will be 

compensated. 

MR. JOHNSTON: So --

THE COURT: It doesn't say who will compensate. 

MR. JOHNSTON: Who best to decide what that means than 

the California Supreme Court. And that's my point is simply 

that it's not as powerful a data point as it might seem, that 

there was inaction by the legislator -- legislature this summer 

on this point. 

THE COURT: So your point to me is that maybe some 

people in Sacramento said, we can't fix it legislatively, 

absent a constitutional amendment? 

MR. JOHNSTON: That's the point I'm trying to make, 

yes. And so it's not actually a data point that's all that 

powerful or persuasive. 

So why I brought this up and why I think the market 

reaction and the cost of capital and the increase in the cost 

of capital -- it's fair to say, well, why would the Supreme 

Court care about that. And this is where we come back to what 

Mr. Orsini touched on, is the governor, CPUC, the wildfire 

commission instituted by the legislature, have all recognized 

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this is a critical statewide issue. This isn't a PG&E issue 

set aside. The cost of capital and the increase in the cost of 

capital limits IOUs' ability to harden the grid, to prevent 

future fires. It limits their ability to meet the state's 

aggressive clean-energy goals. And of course it puts upward 

pressure on rates. These are all things that the state, from 

the governor on down, has deemed to be important, actually 

critical.

I know you've read the Strike Force report. On page 2 

it says that the current, inverse condemnation, without a 

guarantee of rate recovery, is untenable for utility customers 

and our economy; it directly impacts California's access to 

safe and reliable and affordable electricity. The legislative 

commission on catastrophic wildfires said virtually the same 

thing; it concluded that the strict-liability interpretation of 

the inverse --

THE COURT: So let me go back for a minute. Maybe 

somebody in Sacramento couldn't change the constitution, but 

could they change the Public Utilities Code? I would think 

that they could. 

MR. JOHNSTON: I think --

THE COURT: The legislature --

MR. JOHNSTON: -- they could.

THE COURT: -- it would seem to me -- I'll take as 

given from you that in five minutes, a majority of the Senate 

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and the Assembly couldn't change the California constitution, 

but I believe they could change the California Public Utilities 

Code --

MR. JOHNSTON: I believe that --

THE COURT: -- and --

MR. JOHNSTON: -- to be the case. 

THE COURT: -- fix with that quick fix what drives the 

commissioners to make the decision the way they make (sic). 

Isn't that right? 

MR. JOHNSTON: I'm not a regulatory lawyer --

THE COURT: No.

MR. JOHNSTON: -- but I suspect that it's possible --

THE COURT: Yeah.

MR. JOHNSTON: -- that the California legislator --

legis -- I get that word wrong.

THE COURT: Legislature. 

MR. JOHNSTON: -- legislature could direct the CPUC 

with respect to cost recovery in inverse-condemnation cases. 

So that is --

THE COURT: And then they could presumably, as a 

matter of state law, change the standard from prudence to 

negligence and let the academics decide what the line is 

drawn -- how to draw that line. But they could call it 

negligence rather than prudence. 

MR. JOHNSTON: Yes. And prudency is, I believe, 

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nowhere found in the Public Utilities Codes. It's --

THE COURT: Yeah, I don't know --

MR. JOHNSTON: That is a --

THE COURT: Yeah. 

MR. JOHNSTON: -- a doctrine that has been developed 

by the CPUC over time.

THE COURT: Well, I bet it's one of those things where 

you know imprudence when you see it; right? 

MR. JOHNSTON: I --

THE COURT: Okay. I think --

MR. JOHNSTON: I suspect that it's right.

THE COURT: But go ahead. Yeah, you've got just a 

little bit left --

MR. JOHNSTON: Okay.

THE COURT: -- so go ahead and finish what you want to 

make -- say. 

MR. JOHNSTON: I made the point, Your Honor; simply 

that the current state of the inverse doctrine and what we were 

trying to convey is an acknowledged, recognized problem. I 

don't think there's any dispute about that. And so we submit 

that there's no doubt that, given warnings from the highest 

level of the state, notwithstanding inaction this summer on 

this specific issue -- that those are the facts that the 

Supreme Court would grapple with when it takes up the issue. 

And as a result, that's the type of information that Your Honor 

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also can consider in predicting how the Supreme Court would 

rule.

THE COURT: Okay.

MR. JOHNSTON: Thank you. 

THE COURT: Thank you, Mr. Johnston. 

Mr. Julian, are you going to do the honors today, or 

are you having your colleague do it? Since you gave him credit 

for most of the brief, other than the first four pages. 

MR. JULIAN: I'm going to have him do all that, Your 

Honor, but I'm going to set the table a little bit.

THE COURT: And are you sharing the time with anyone 

else, any of the --

MR. JULIAN: Yes, we are.

THE COURT: Okay, just tell me what you have it on

(sic). 

MR. JULIAN: We have one hour, and the TCC will take 

up thirty minutes; subrogation claimants, fifteen; and Mr. de 

Ghetaldi, fifteen. 

THE COURT: Okay. Thank you. 

MR. JULIAN: And for the record, Robert Julian of 

Baker Hostetler, for the tort committee. 

Your Honor, I would like to address the application of 

the West case and five other issues that relate to estimation,

and a conflict we have with subrogation claimants' position in 

the briefing today. 

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So let me start off with West and say that I disagree 

with Mr. Orsini's statement to you that in the 1940 West case, 

the Supreme Court said that a denial of the petition for review 

by the Supreme Court, in the very matter in which the case is 

being litigated, is a datum point instead of being controlling. 

THE COURT: One thing that -- one thing that Mr. 

Orsini didn't say, that I simply observed, and that's slightly 

different from our case, is in West it was the actual same 

parties all the way up the line. Here we didn't -- we don't 

have PG&E in -- as a party in the two court-of-appeal 

decisions. It is the party, of course, in the state-court 

actions that are more recent. 

MR. JULIAN: Yes. 

THE COURT: So I don't know whether that's a 

difference or not, but it's a fact; right? 

MR. JULIAN: Let me address it.

THE COURT: Okay.

MR. JULIAN: So, factually, we have the two court-ofappeal decisions, which PG&E wants the California Supreme Court 

to disregard. And what has happened factually in the 

litigation involving PG&E and the claimants that I represent in 

the Butte 2015 fire litigation and the North Bay 2017 

litigation, in which you granted relief from stay to prevent 

the Tubbs trial to go forward --

THE COURT: Right. 

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MR. JULIAN: -- those parties litigated this very 

issue at length. PG&E took the matter on appeal by a writ of 

mandate --

THE COURT: Oh, yes. No, that's the point you made in 

your brief.

MR. JULIAN: Yes.

THE COURT: I very much appreciate the way you laid it 

out. I got it. 

MR. JULIAN: And the courts of appeal there refused to 

disturb or overturn the analysis of the two court-of-appeal

decisions. 

THE COURT: I understand, but they did it in the 

context of petitions for writs; right? 

MR. JULIAN: Yes.

THE COURT: And that's slightly different. 

MR. JULIAN: Slightly different.

THE COURT: Slightly different. 

MR. JULIAN: Slightly different. But is it really 

different when you look at what the Supreme Court told us in 

the West case in 1940? And I'm going to explain some 

circumstantial evidence as to why what I'm saying is true and 

they know it. First, what the Supreme Court there said is, 

look, let's be honest, the parties litigated this ad nauseum in 

the state court --

THE COURT: Well, it was a very convoluted record 

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there, wasn't it? I mean --

MR. JULIAN: Yeah.

THE COURT: -- I couldn't keep track of who died and 

who's -- the will and who --

MR. JULIAN: The issue there --

THE COURT: -- who had the stock. 

MR. JULIAN: The issue --

THE COURT: It's not important. 

MR. JULIAN: The issue there was what were the 

elements of a conversion case. 

THE COURT: Right. 

MR. JULIAN: The trial court said you needed a demand 

before conversion. Court of appeal agreed. Looks like a 

summary decision, not real reason. Went up to the Supreme 

Court of Ohio, and Ohio denied petition for review. The 

appellant attacked it in federal court. Circuit court of 

appeal and federal court came to a different conclusion. The 

Supreme Court said, hold on, timeout. The Supreme Court said, 

yes, the fact that the court of appeal ruled one way is a datum 

point. But then they said the fact that the Supreme Court 

denied review is dispositive. They said, this is -- whether to

file the court-of-appeal decision or not, is all the more true 

here where, quote, "as in this case, the highest court has 

refused to review the lower court's decision, rendered in one 

phase of the very litigation which is now prosecuted by the 

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same parties before the federal court." 

Then this quote: "Even though it is arguable that the 

Supreme" -- you could just substitute "California" in this 

decision, and "San Francisco Bankruptcy Court", to these cases. 

Listen: "Even though it is arguable that the Supreme Court of 

Ohio will at some later time modify the rule of the West case, 

whether that will ever happen remains a matter of conjecture. 

In the meantime the state law applicable to these parties and 

in this case has been authoritatively declared by the highest 

state court in which a decision could be had. In the present 

suit" -- "If the present suit", he's talking about federal 

court, "had been brought in the Cuyahoga county court", again, 

quote, "no reason is advanced for supposing that the Cuyahoga 

court of appeals would depart from its previous ruling or that 

the Supreme Court of the state would grant the review which it 

withheld before. We think that the law thus announced and 

applied is the law of the state applicable in the same case, 

... to the same parties". Federal court is --

THE COURT: But that's the point: it's the same case, 

same parties. And that is a distinction. And you're --

MR. JULIAN: Yes.

THE COURT: -- trying to then ingrain or graft that 

onto 2015 and 2017 fires, which is the same party now but it's 

a different judicial process; that's all.

MR. JULIAN: Correct. 

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THE COURT: Okay.

MR. JULIAN: Let's put it this way: how many times --

their -- let's look at what's really happening here. Their 

argument is premised upon the idea that the justices of the 

California Supreme Court are potted plants, to coin a phrase in 

Washington, DC, and don't realize the fires have taken place,

and that PG&E is on the verge of bankruptcy and is going to 

throw chaos into the rates and problems for Northern 

Californians.

If the Supreme Court of California was asleep, maybe 

they didn't mean what they said when they denied those three 

petitions for review: once with the Thomas fire from Ventura, 

and twice with respect to the Butte fire and this fire. They 

denied petitions for review. Then what happened next? PG&E 

finally got its wish: a third collateral attack on the trial 

courts. PG&E appealed the trial court's final decision in the

Butte case, to the California Court of Appeal, in December of 

2018, eleven months ago. 

And the idea that Mr. Orsini implied that they didn't 

know how important it was, so they didn't seek immediate 

transfer, which is what any competent lawyer in this state 

would do, to the California Supreme Court, the fundamental 

element of practicing law --

THE COURT: Well, they -- you do agree, don't you, 

they would have had to go through the formality of getting 

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relief from stay if granted? Presumably it would have been 

granted, but --

MR. JULIAN: No.

THE COURT: No? Well, the stay was applied -- the 

stay applied. I mean, there're lots of cases that say, where 

the debtor is the appellant, still the stay applies. But you 

typically grant relief from stay, routinely. 

MR. JULIAN: Two points.

THE COURT: Right? 

MR. JULIAN: First of all --

THE COURT: Okay.

MR. JULIAN: Two points. First of all, in December 

and January, they could have taken that fundamental step. And 

let me explain why. They knew, at the time, that estimation 

was going to be a big deal. They'd already hired Cravath and

Weil at the time; they were on the payroll. My God, they 

billed 200 million dollars for that advice, Your Honor. They 

knew estimation turns on settlements. Here's the point: The 

Butte 2015 settlements were settled -- if you read the 10-Q, 

1.1 billion dollars reserved, based upon the very inverse 

ruling that they now attack. They knew what was going to 

happen here. Mr. Orsini says he needs this ruling today from 

you to affect Judge Donato's estimation. 

They should have filed that automatic transfer to the 

California Supreme Court in December or January, or requested 

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you to grant relief from stay.

THE COURT: Well, so walk me through how they would 

have done it. Forget the stay for the moment. By when the 

court of appeals denied review of the trial-court decision in 

Butte, they should have what? 

MR. JULIAN: Apples and oranges. 

THE COURT: Pardon? 

MR. JULIAN: Apples and oranges. Let me explain

two --

THE COURT: Okay. 

MR. JULIAN: -- two facts for you. 

THE COURT: Go ahead. 

MR. JULIAN: First of all, we're dealing with two

separate Butte 2015 --

THE COURT: Okay.

MR. JULIAN: -- appellate routes. The first appellate 

route was the trial court rules that inverse applies.

THE COURT: Right. 

MR. JULIAN: PG&E takes it up on a writ to the court 

of appeal; it's denied. PG&E takes a petition for review to 

the California Supreme Court; that's denied. Months later, the 

judgment is finally entered in the Butte County case, pursuant 

to a consent. 

THE COURT: Right; the consent --

MR. JULIAN: PG&E appeals for the second time in 

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Butte, this time on a direct appeal, not a writ, to the 

California Appellate Court, in December of 2018.

THE COURT: Okay. 

MR. JULIAN: At that time, they could have invoked 

Article VI, Section 12, of the California constitution.

THE COURT: But the court of appeals has not ruled on 

that; correct? 

MR. JULIAN: Correct. 

THE COURT: Okay. 

MR. JULIAN: And so when an -- like the Bakke

(phonetic) case; when an important constitutional issue impacts 

the State of California, litigants know that, under California 

Constitution Article VI, Section 12, they file an immediate --

immediate, they don't wait ten months -- immediate application 

with the California Supreme Court to transfer the pending 

appeal from the court of appeal to the --

THE COURT: Well --

MR. JULIAN: -- Supreme Court. 

THE COURT: -- "transfer" -- you're using the word 

"transfer" correctly, but what you mean is bypass the 

intermediate court --

MR. JULIAN: Yes.

THE COURT: -- much like we would do in this court if 

I authorize a direct appeal. And the court of appeals at the 

Ninth Circuit bypasses the district court of the BAP --

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MR. JULIAN: Yes.

THE COURT: -- which is what we've done in the third 

case. 

MR. JULIAN: Right. 

THE COURT: Okay. 

MR. JULIAN: Which the --

THE COURT: It's the same thing. It's transfer but 

it's in effect a vertical transfer.

MR. JULIAN: It's Mr. Orsini standing up to the 

California Supreme Court, saying, you know, Your Honors, this 

is going to be so important for PG&E and the ratepayers, and 

we're getting the --

THE COURT: Okay --

MR. JULIAN: -- getting it in the shorts (phonetic). 

THE COURT: -- but, Mr. Julian, he didn't do that; 

therefore, what, is it a waiver? Is --

MR. JULIAN: Yes. The --

THE COURT: Is it a waiver or -- I mean, it's not West 

again. 

MR. JULIAN: It's not West. It's --

THE COURT: It's not West again. It's --

MR. JULIAN: It's --

THE COURT: They could have taken a course and didn't;

therefore I should conclude that they waived their right? 

MR. JULIAN: No. It's a -- when you ask the federal 

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court to ignore comity and go out on a limb -- just like the 

limbs that fall on the electrical lines. No.

THE COURT: Come on. 

MR. JULIAN: Well --

THE COURT: We don't --

MR. JULIAN: -- would go out on a limb and rule --

let's face it, they're asking you to guess what the Supreme 

Court will do, when there's two cases on point. They have to 

exhaust their judicial remedies.

THE COURT: Well, I guess what I'm asking you is --

MR. JULIAN: They didn't exhaust (sic). 

THE COURT: -- is there a legal doctrine --

MR. JULIAN: Yes.

THE COURT: -- of exhaustion here that applies? I 

mean, we know --

MR. JULIAN: I cited -- I -- close as I could come to 

that is a case I cited on page 3 of our brief, which was an 

exhaustion of administrative remedies. But I think it's the 

same thing. 

THE COURT: But, I mean, exhaustion of administrative 

remedies is well established in the law. In fact --

MR. JULIAN: Sure.

THE COURT: -- I believe the -- didn't the Ninth 

Circuit or the U.S. Supreme Court just revisit that issue in 

another context? Completely unrelated, but it was just in the 

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last few days, I believe, they let a litigant avoid an 

exhaustion remedy. 

But my point -- your point here is that PG&E, having 

been in a position at the end of last calendar year -- whether 

they were in bankruptcy or not isn't the point --

MR. JULIAN: Right.

THE COURT: -- could have, but didn't, take this issue 

to the Cal. Supreme Court, or attempt to, if they had attempted 

to and the Cal. Supreme Court had said, no; then we'd be back 

to the --

MR. JULIAN: No, that's persuasive data that they 

don't want to hear it. How many times does the California 

Supreme Court have to tell this Court no before it's 

significant persuasive data? 

THE COURT: Well, it's sort of like what is it you 

don't understand about "no". Right? Is that what you're 

saying? 

MR. JULIAN: Right. And --

THE COURT: But my question to you is, is it legally 

fatal to them --

MR. JULIAN: Yes.

THE COURT: -- as a waiver of remedy?

MR. JULIAN: Yes.

THE COURT: And you're citing a case in your brief, on 

page 3, but, beyond that, there's no doctrine

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MR. JULIAN: But beyond that, it's federal comity. 

The same thing happened two months ago when PG&E asked Judge 

Donato to reinstate the stay that you terminated, to permit 

Tubbs to go forward. And he said, as a matter of federal 

comity, I'm not going to get involved in that, that's the state 

court doing its business. And what I'm saying to you is 

there's a sensitivity, in federal courts, not to get involved 

in state-court decisions unless it's absolutely crystal clear 

that they must. 

THE COURT: So --

MR. JULIAN: It wasn't --

THE COURT: So, in theory, Mr. Orsini could get -- ask 

for relief from stay today and go to the California Supreme 

Court tomorrow, or if -- or through the California Court of 

Appeal, on the final Butte matter; right? 

MR. JULIAN: If that -- I don't know if that case is 

still alive. It -- maybe it was --

THE COURT: No, I don't know either. 

MR. JULIAN: -- settled. 

THE COURT: But procedurally --

MR. JULIAN: Yes.

THE COURT: -- procedurally, if there is a way to go 

through the state system, that option is still open.

MR. JULIAN: If that case is still alive --

THE COURT: Yes.

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MR. JULIAN: -- yes.

THE COURT: I don't --

MR. JULIAN: And --

THE COURT: Well, don't you know if it is? I mean, 

didn't it just stop when the stay applied? I would assume it 

did. 

MR. JULIAN: Well --

THE COURT: I would assume that the automatic stay 

would have prevented the court of appeals from affirming or 

reversing the judgment of the --

MR. JULIAN: Mr. Orsini's going to have to answer 

that. 

THE COURT: No, but I don't -- I know he can answer 

it, but you and I both know, as a matter of bankruptcy law, or 

I know, that courts of appeal usually don't mess with 

bankruptcy stays; they just --

MR. JULIAN: Correct.

THE COURT: -- they just say -- I mean --

MR. JULIAN: Correct.

THE COURT: -- "Let me know when I can do something." 

MR. JULIAN: Correct. 

THE COURT: Right? Okay. 

MR. JULIAN: The -- if that case is still alive, the 

reason why it's fatal now is Judge Donato said he wanted the 

inverse ruling moved up for a reason. And --

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THE COURT: Well, I understand what -- again, we're 

back to the unusual nature of the role that I'm playing and the 

role that he's playing, but it's -- it is what it is. Your 

point today is that I should tell PG&E, sorry, you're not going 

to get anywhere with me, because you've had your shot and you 

didn't take it, or --

MR. JULIAN: As a matter of --

THE COURT: -- or alternatively, you took it and lost 

in 1940 in the West case? 

MR. JULIAN: Well, for one, you've been told twice a 

petition for review denied. Three, you had your chance for a 

direct appeal; you didn't take it. And you shouldn't be 

placing Judge Montali in a position of going out on a branch on 

federal comity issue where you had the chance to do it and it's 

now too late to go somewhere else. That's my point. That's 

what I believe. 

And -- but, Your Honor --

THE COURT: Well, we agree one thing: that if I 

accept your argument that I should tell Mr. Orsini, "You lose 

West. You lose because of Julian's theory on the California 

Court of Appeals," I'm really not doing what he wants me to do. 

He --

MR. JULIAN: Correct.

THE COURT: He wants me to predict. And I could 

predict that the California Supreme Court would affirm, or 

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predict that they'll revise. But you don't want me to predict, 

either way.

MR. JULIAN: Well --

THE COURT: Procedurally, I should say they're out of 

luck, go find -- take your argument to the state court. 

MR. JULIAN: You could -- well --

THE COURT: Pardon?

MR. JULIAN: -- it's up to you. You could also 

cushion your decision. You could make both decisions. Mr. 

Rivkin, though, is going to address the constitutionality. I'm 

here just to address West and an issue we have with Subro, and 

to tell you why this is important to estimation.

THE COURT: Okay.

MR. JULIAN: But last but not least on West, we know 

that our construction of West is correct, because the debtors 

have admitted it. 

THE COURT: They admitted it -- you mean in the 10-Q? 

MR. JULIAN: On August --

THE COURT: 10-K? Whatever --

MR. JULIAN: On August 7, I briefed West, as you know, 

in the estimation brief. 

THE COURT: Um-hum.

MR. JULIAN: On August 14, I appeared before you. We 

had that little dialogue about whether this should be briefed. 

THE COURT: Um-hum. 

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MR. JULIAN: And you said, "It sounds" -- when I 

talked about West's denial of a petition for review, you said, 

"It sounds like a winning argument." And then you asked us to 

brief it. None of these folks briefed it. 

THE COURT: Well, that's funny; I -- when I read your 

brief over the weekend, I looked back and said, I don't 

remember West being cited before. And I 

MR. JULIAN: It was.

THE COURT: -- I looked up in Mr. Orsini's brief and I 

didn't even see it in the table of cases. So --

MR. JULIAN: Well, actually it's there, Your Honor. 

THE COURT: Thus my docket text. 

MR. JULIAN: Your Honor, here's where it is: On July 

18, Mr. Orsini filed his motion to estimate claims, and cited 

the American Tower Corporation case at page 20 of his brief. 

And the American Tower case itself, on the page he cited, it 

cites West. In his brief that he filed in front of Your Honor 

on September 10 -- no, I'm sorry, October 25, he cited American 

Tower again, at page 1047. And at 1047, it cites West too.

THE COURT: Okay. Well, you --

MR. JULIAN: And you told us to brief it. And in 

state court I'd be entitled to a jury instruction that says, 

when the party on the other side has access to a witness or a 

document and doesn't mention it to the judge, that means it's 

consciousness of guilt, that the case is against them or the 

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witness is against them. 

Your Honor, these folks, by --

THE COURT: Well, we're not instructing juries today, 

so --

MR. JULIAN: Well --

THE COURT: -- don't worry about that. 

MR. JULIAN: -- but the point is they knew it, Your 

Honor. They purposefully laid it in the weeds so that I didn't 

have a chance to address it. 

THE COURT: But you did address it, and I responded by 

telling them to be prepared to discuss it, and they did. 

And --

MR. JULIAN: Two points -- last point, Your Honor.

THE COURT: Um-hum.

MR. JULIAN: But they know it's bad, which is why they 

didn't address it.

First, estimation. This inverse decision is important 

for Judge Donato and us because it makes estimation of about 

thirty to -- forty to seventy percent of the claims, depending 

on the estimation, very simple. You heard Mr. Orsini say it's 

strict liability. That's why I believe Judge Donato asked for 

this to be pushed up. It's very important --

THE COURT: Listen, I don't care that he asked for it 

to be pushed up. It's important -- it's important. It's --

MR. JULIAN: It's important.

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THE COURT: -- critical. And --

MR. JULIAN: And so --

THE COURT: -- so --

MR. JULIAN: -- that brings me to the last point. 

Subrogation claimants, with whom we used to have a fiduciary 

relationship with (sic), or supposedly still do, filed a 

separate brief, and now I'm adverse to them on that. You asked 

me on August 14, quote, "If I ask your side and the debtor to 

brief the question of whether inverse condemnation, as a matter 

of law, is applicable to this debtor" -- close quote, and I 

said, yes, that it was an issue of law; no facts. They now 

want you to decide that there's some factual issue, Subro does, 

and I'm not going to be able to stand up here and reply to you 

in about thirty minutes when they finish. So I'd like to tell 

you what I think of it, in advance. 

These folks are now adverse to us, Your Honor. 

They're trying to drive our claims down. They want this to be 

a disputed issue of fact, unbelieving it'll hurt them in 

estimation too, but hoping that their eleven billion dollars 

gets approved and they take the eleven billion of cash from 

here. And so we don't make this an insolvent case, they want 

us in front of Judge Donato, not to have an estimation -- or an 

inverse ruling. They want you today not to decide. That's 

what their brief says. We're adverse to them on that, Your 

Honor. And it's contrary to the agreements --

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THE COURT: Well --

MR. JULIAN: -- we had in this court --

THE COURT: -- but the shareholders group, Mr. 

Johnston, wants me to decide it. Mr. Johnston, for his group, 

and Mr. Orsini for --

MR. JULIAN: We want you to decide it. 

THE COURT: Well, but so do they; right? They want me 

to decide it their way, but they want me to decide it. So --

MR. JULIAN: But several --

THE COURT: Well --

MR. JULIAN: Several want you to say that there's a 

disputed issue of fact, and we object to that. This is an 

issue of law. 

THE COURT: Okay.

MR. JULIAN: It should be resolved. 

THE COURT: I -- I'll hear what they have to say about 

that. 

MR. JULIAN: And the idea that they can get their 

eleven billion dollars and then try to convince you that 

there's a disputed issue of fact on this, to bring our number 

down in front of Judge Donato, is just not right. 

THE COURT: I guess I don't quite see how that 

follows. In other words, you made the point, in your 

opposition to the Subro motion -- I mean to the RSA motion, 

that they're trying to cash out. And I believe the debtor's 

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response to this -- well, those can be negotiated positions. 

And so, I mean, what -- how could I -- in your mind, could I 

ever confirm a plan that leaves the debtor without cash, or 

with no cash-cash to pay your client? 

MR. JULIAN: Equity. When --

THE COURT: Well, okay, but that goes back to --

MR. JULIAN: Stock.

THE COURT: -- value. What if the equity goes up in 

value? You'll be happy to have it. I mean, I understand. I'm 

not being naive here. 

MR. JULIAN: I can't tell you what's gone on in 

mediation. 

THE COURT: No, that's right, and I don't want you to. 

But my point is that adequate -- I mean, "indubitable 

equivalent" talks about cash or equivalent and, if you had 

equity that was indubitable, then it might not be -- it's not a 

big deal if it's indubitable. I grant you that we don't know 

what that is here in this case, so leave it --

MR. JULIAN: I'd like to address that on December 4.

THE COURT: Yeah. 

MR. JULIAN: For today, my point is, our view legally 

of West is different than them. We think it is controlling. 

We think the fact that they didn't want to address it is 

important. We think the fact that they didn't go to the 

Supreme Court again like they could have, shows that they're 

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forum-shopping. And this Court should not be used to forumshopping.

THE COURT: Well, "forum-shopping"'s one of those 

pejorative terms. I've never heard anybody complimented for 

forum-shopping. But I believe that debtors are entitled to 

access to the federal court in bankruptcy, and federal courts 

have to take the debtors as they find them. 

MR. JULIAN: Not when they're asking the bankruptcy 

court to predict what the Supreme Court would do, when they've 

been in front of the Supreme Court on petitions twice before. 

I disagree, Your Honor.

THE COURT: Well, but that's a different argument. 

But I want to --

MR. JULIAN: Yeah.

THE COURT: -- go back to -- just so I -- because I 

can't keep track of all these briefs. So then just remind me 

the name of the case that -- the case that you're relying on --

MR. JULIAN: West? 

THE COURT: No, no. On page 3 -- you said on page 3 

there's another case. And I've --

MR. JULIAN: Yes. 

THE COURT: I've got all these briefs here, but I'm 

just not keeping track of all of them together here. So --

MR. JULIAN: Not on point, Your Honor, because it's 

exhaustion-of-administrative-remedies case. 

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THE COURT: Yeah, see, that's right; the exhaustionof-remedy case. So --

MR. JULIAN: It's page 3, line 10; Abelleira v. 

District Court of Appeal. 

THE COURT: On -- oh. Okay. Give me one second. 

I'll turn the clock off. 

MR. JULIAN: Not going to be right on point.

THE COURT: I'll turn the clock off for a minute. 

No -- well, see, I'm looking at your table of cases. 

Tell me again the name you just --

MR. JULIAN: Abelleira. 

THE COURT: Abelleira. But it's not in your table --

oh -- no, it's not in your table of cases. So what am I 

missing? And did I miss -- no, I'm sorry. I beg your pardon. 

I stand corrected. I'm reading the wrong brief. Never mind. 

I got you. 

MR. JULIAN: Yeah, it's the first case on the table of 

authorities.

THE COURT: Yeah. No, I was --

MR. JULIAN: Your Honor --

THE COURT: I grabbed the wrong pile. 

MR. JULIAN: -- what I would like to do is turn the 

podium over to David Rivkin, our constitutional-law expert from 

Washington, DC, who's written the rest of the brief and will 

get into the merits of the brief that are beyond West.

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THE COURT: Okay. Thank you, Mr. Rivkin -- or Mr. 

Julian, rather. Excuse me. And --

MR. RIVKIN: Thanks, Bob. 

THE COURT: -- once --

MR. RIVKIN: David Rivkin on behalf of the --

THE COURT: Mr. Rivkin wait one second. 

Yeah. Okay. Mr. Julian, I stand corrected. 

Abelleira is the very first case cited on your table of 

authorities.

Okay, Mr. Rivkin --

MR. RIVKIN: Your Honor --

THE COURT: -- good morning.

MR. RIVKIN: -- it's a pleasure to be with you. 

THE COURT: Welcome to the party. 

MR. RIVKIN: How much time do I have? 

THE COURT: How much time do you want? We're kind of 

loose on the time. 

MR. RIVKIN: I would appreciate if -- get an 

opportunity to enlarge time a bit, since I think that would be 

helpful in your quest to find the markers.

Let me begin by trying to answer the question, Your 

Honor, as totally put forward, regarding why legislature did 

what it did. One point I would like to make a bit out of order 

is that automatic cost recovery, which Mr. Orsini has pled is 

supposedly so fatal to inverse-condemnation doctrine, is a 

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chimera; it does not exist, Your Honor, in the utility world. 

Every single expenditure, ordinary or capital, is subjected 

essentially to prudency review, in the case of California, 

under Section 451. That is the case. There's absolutely 

nothing unique about inverse-condemnation-related costs. 

I would also commend Your Honor for pointing out that 

legislature indeed could not have changed Article XIX; could 

have easily changed the statute dealing with public utility, 

because they -- not only they didn't; it's interesting; if you 

look at the mechanics of AB 1054, the way -- you draw the money 

from the fire fund, but you are still liable to put them back 

if you are not subject to -- if you cannot demonstrate the same 

standard the PUC uses.

THE COURT: The prudent standard? 

MR. RIVKIN: The prudency standard. 

THE COURT: So, imprudence; you pay?

MR. RIVKIN: That is --

THE COURT: Right? 

MR. RIVKIN: You draw and then you put back. 

THE COURT: Okay. 

MR. RIVKIN: So, shows you manifestly the marker is 

the political branches of California, as recently as several

weeks ago, understood what the law of the land is. And by the 

way, everybody -- I'm going to spend most of my time talking 

about what the State of California law is and why it's binding 

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here; maybe spend twenty seconds talking about what I think is 

the takings-and-substitute-process argument. One thing I 

wanted to dramatize, despite some musings from PUC members: 

everybody in California, Your Honor, understands what the state 

of the law is; both political branches do, and certainly the 

government and legislature; so does PUC, which is why they're 

praying desperately to change the law, and making this prayer 

here, masquerading as a legal argument. It's really,

essentially, a policy pleading. Now --

THE COURT: Well, they haven't intervened. They 

haven't made -- they haven't come and asked me to do anything. 

MR. RIVKIN: Well, they're in effect asking you to 

engage in a policymaking exercise, which would not be 

appropriate for any court, even aside from Erie choice 

function. 

I'm not going to quote from Article XIX since you 

mentioned that you looked at it many times. There's really --

THE COURT: Well, it's mercifully short. 

MR. RIVKIN: Mercifully short and to the point. It 

mentions nothing about socialization. There's no question that 

under California -- provision of electricity is a public use. 

Our brief cites nearly a dozen decisions. And it, to that 

effect, should be the end of the matter, because PG&E is 

carrying out a public use; it's liable for any property damage 

that it has caused; end of story. And I'm going to try very 

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briefly to socialize, no pun intended, why it works this way.

PG&E says, no, it doesn't work for us, because we're a 

privately-owned utility and this is all precedented with 

Barnham and PacBell. This is dead-wrong, Your Honor. 

California Supreme Court ruled 125 years ago, in a case called 

Eachus that we cite, that private parties charged by the state 

to carry out public uses is subject to inverse condemnation. 

That, in fact, Judge Montali, is what motivated framers of

Article XIX to write it the way it is. It's been mentioned in 

our brief; the immediate goal was to stop private railroad 

companies, which are what? Not electric utilities but private 

companies providing public service from taking land, providing 

compensation. From the very, very beginning, that was the 

case. 

MR. RIVKIN: And then we take you to the 1911 Supreme 

Court case called Gurnsey. And guess what happened in Gurnsey? 

You had an electric utility that aggrieved the property owner 

by unduly enlarging the right of way. And what did the Supreme 

Court do? They subjected them to inverse condemnation. 

Suddenly, California's Supreme Court recognized that electric 

utilities have to pay damage caused by their equipment. It was 

obvious that the private utilities were subject to the same 

rule. 

THE COURT: And which case is that, please? I'm just 

looking at your table. 

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MR. RIVKIN: It's Gurnsey, G-U-R-N --

THE COURT: Okay, Gurnsey, Gurnsey, like the cow. 

MR. RIVKIN: Yes.

THE COURT: Got it. 

MR. RIVKIN: So 1894 Ecos (phonetic)?

THE COURT: Yeah, I've got it. 

MR. RIVKIN: And 1911 Gurnsey. I will skip how many 

times California Supreme Court has refused to hear appeals. 

That point does not need to be belabored. What I would say is 

that the facts that we have here -- and it's not just West 

(phonetic). It's not just Stillner (phonetic). The leading 

precedent, of course, in the Ninth Circuit, as far as we're 

concerned is In re Kirkland (phonetic). 

The interesting thing In re Kirkland was that you had 

four appellate court decisions, where you went one way, the 

oldest one went another way. So we had a bit of mixed bag, as 

far as statements from either the appellate court decisions. 

What does Kirkland do? It applies during the theory choice the

decisions of the three appellate courts.

What we have here, Your Honor, given the fact plain 

language of Article XIX, given Gurnsey, given Ecos, given all 

the other decisions -- and I'll get to socialization in one 

second. I have never seen, since the time I started practicing 

law in '85, a state court that, frankly -- state-court 

decisions, statutory language, constitutional language that was 

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so crystal clear. There's really no choice to be made. The 

word is, here, choice. It's just recognizing what's out there.

Now, I mean, I hate to waste your time on American 

Tower. It was mentioned primarily by Mr. Orsini. If you look 

at the facts there, that's a 2014 case from the nine -- the 

Ninth Circuit. You have public notice requirement. By law 

language in the statute, the Supreme Court does not rule in it. 

It's certainly nothing comparable to the record of the Supreme 

Court over a hundred years, a mere footnote. And then you have 

an appeals court that clearly misread violating a cannon of 

surplusage, clearly misread the statutory language. Nothing, 

nothing like this is comparable there. 

THE COURT: Mr. Rivkin, can you just take one second?

Mr. -- because --

MR. RIVKIN: Let me brief --

THE COURT: Okay, go ahead. I just needed to get some 

more paper. 

MR. RIVKIN: Let me briefly walk us through the 

socialization argument, which is important. And I'm afraid 

that Mr. Orsini wrong and if I had an hour, I would've 

described all the ways he is wrong, but let me at least 

highlight --

THE COURT: No, you can't have an hour to do that. 

MR. RIVKIN: No, I'm jesting. The key point here is 

that all the references to cause socialization -- and I think 

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from Your Honor's questions, that point has already been 

made -- are referenced as a feature of inverse condemnation. 

It does not mean that it is a prerequisite of inverse 

condemnation.

And the whole -- and even understood as mere 

descriptors of what happens in inverse-condemnation mode. A 

fundamental problem is for PG&E is that cost socialization does 

not mean putting things in an aid base. The fundamental 

purpose of inverse condemnation, the whole doctrine -- which, 

by the way, is not judicially created. It is in the 

Constitution -- is that an individual property owner who is 

aggrieved by something that has befallen him or her, by virtue 

of a public use --

THE COURT: Right. 

MR. RIVKIN: -- should not bear a disproportionate 

portion of a burden. It is in that sense that socialization 

matters. It is not in the sense that you're supposed to be 

able to put things in your aid base and you're supposed to be 

able to obtain assured course recovery.

THE COURT: Well, but a public entity does it in its 

tax base, right, as a matter of law? I mean, in fact, I 

presume even if a governmental unit is grossly negligent, it's 

still -- it still has to raise the taxes to pay for the 

problem, right? 

MR. RIVKIN: Actually, Your Honor, I would say that 

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that is not always the case. That's an obvious chimera, so I 

mentioned --

THE COURT: Well, it might be a chimera, but how do 

you -- you know, if something goes wrong and something burns 

down the fire department, who builds a new fire house? 

MR. RIVKIN: I'll answer the question. In the 

dramatic situation that something burns down, you have to 

rebuild it. But there are a lot of people in this country who 

have seen how publicly-owned utilities -- Detroit comes to 

mind, Flint comes to mind -- then presented with serious 

problems, require additional money, Your Honor, do not put 

their rates up. Because while they're not subject to PUC 

regulation --

THE COURT: Okay. 

MR. RIVKIN: -- they're subject to regulation by their 

political masters. People of Flint would be very surprised 

that they didn't get a new water treatment facility built and 

suddenly put in their aid base. My point is, in the alpha and 

omega of the utility world, nothing is guaranteed. You have 

multiple layers of review, multiple bites of the apple. 

By the way, there's a wonderful footnote -- Footnote 

6, if I'm not mistaken, in Barnham which talks about the fact 

that it would be passing strange if you suddenly put public 

utilities under PUC jurisdiction, which California law allows. 

Under the logic put forward by folks like PG&E, all of a sudden 

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they would be able to escape the consequences of inverse 

condemnation. So it is not -- it's socialization of cost 

understood as you have a public use and you have a public 

improvement that all the citizens of California enjoy. You are 

not supposed to have one or two of them bear the burdens. 

That's what it means.

Now I'm not going to get into the point about why --

even if cost socialization was required, why it has not 

happened. I think Your Honor has gotten into this quite a bit. 

Let me very briefly address PG&E constitutional arguments, 

which is my main forte. 

THE COURT: Well, one of them I think that you 

addressed in your brief is that this compensation that they 

have -- nothing's being taken from them. 

MR. RIVKIN: Yes, yes. 

THE COURT: I mean, they -- if I read the brief, it 

sounds like there were tears in his eyes from all the things 

that are being taken away, but nothing's being taken away. 

MR. RIVKIN: That is absolutely true, Your Honor --

THE COURT: Right? Okay.

MR. RIVKIN: -- and I can quote Easton Enterprises or 

I can make a more common sense point. Under PG&E's view of the 

world, every single provision of a tort law is a taking. And 

tort law has negligence, has heightened standard of liability, 

and then it has strict liability.

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THE COURT: But the due process argument -- the due 

process argument's a different argument, right? 

MR. RIVKIN: No, no. I understand, but my point is 

that if we were right, then strict liability in tort law -- I 

mean, let me put it this way, it's a blessing to be a private 

utility that at least has a realistic shot at cost recovery, 

because if Your Honor was a private citoyen and you were 

subject to horrendous strict liability that absolutely 

destroyed you, you wouldn't even have a shot at passing this 

through. Gee, would that violate substantive due process, as 

if you rational -- substantive due process is a very forgiving 

test. 

The teaching of Lee Optical, which was a leading 

Supreme Court case, the teaching of Burlington Northern, which 

is the leading Ninth Circuit case, merely says a rational basis 

between what the government is seeking and what is it doing. 

And gee, why is it irrational to say, look, you're a utility. 

You're not a charity. You're making a lot of money off the 

citizens of California. You have preferential ability to 

access capital markets. You give bailouts like AB 1054. 

You've got to take the good with the bad. We're going to 

subject -- restrict liability, so sorry. 

And the notion, by the way, Mr. Orsini, but they were 

surprised by -- well, wait, there's -- I would urge Your Honor 

to look at it carefully. There's absolutely no language in 

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Pacific Bell that says we expect you to get cost recovery. It 

says you're not putting the evidence forward that you wouldn't. 

But the notion that PG&E, a company, a utility, for whom the 

most important thing in life is understanding regulatory law, 

is surprised there's something called chapter -- or Section, 

forgive me, 451, that guarantees cost recovery? And they were 

surprised that PUC in California and every other PUC in the 

land does essentially a reasonableness and prudence review? It 

cannot be, Your Honor. It's absolutely, absolutely 

implausible.

And as far as the rationality here, which is, as I 

said, a very forgiving argument, so why is it rational for the 

people of California, for elected representatives to conclude 

you've got to take the good with the bad. You're going to make 

a lot of money. You're going to -- guaranteed rate of return 

for those things that we do put in the rate base, but you're 

going to bear strict liability and, you know, hopefully you 

will work with regulators to make sure that your facilities are 

done in a way that minimizes most problems. And if you get in 

trouble, we may bail you out. It certainly is rational. 

Now as far as Eastern Enterprises is concerned, you're 

correct, paying monetary damages to parties other than the 

government is never a taking. There is the ripeness problem. 

And one more point here, Your Honor, going back to federalism 

and comity, which Bob mentioned, if you assume that PG&E's 

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taking argument is right, then you have to assume that the 

Commission, if presented with this argument, would allow PG&E a 

sufficient cost recovery to avoid a constitutional violation. 

I think on the principles of federalism and comity, no federal 

court can ever assume that the state governments follow the 

law. 

And another point to mention, which I know we make in 

our --

THE COURT: And I need you to wrap up, because I have 

one other counsel --

MR. RIVKIN: Yes, one -- one final point, it's 

important to remember that the government can take property. 

It can pay compensation. Even if there is a taking here, there 

is not a taking inherently, a ripeness problem -- the Neat 

(phonetic) case and even Williamson County, which had 

modified --

THE COURT: Yeah, the Neat case is the case that I 

just thought about recently.

MR. RIVKIN: Yes, I thought so, when you talked 

about -- the proper remedy is not equitable relief. And 

anyway, all of that stuff, if their beef is with anybody, it's 

with the State of California. It's not with us. Thank you, 

Your Honor. 

THE COURT: Thank you, Mr. Rivkin and welcome to the 

court. 

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Mr. de Ghetaldi, are you going to close for us? Where 

are you? Thank you for your history lesson, Mr. de Ghetaldi. 

UNIDENTIFIED SPEAKER: Your Honor, we actually have --

we have two more. 

THE COURT: Oh, two more. I'm sorry. Oh, yes, excuse 

me. I'm sorry. I forgot about the subrogation, my error.

MR. DAVIS: Your Honor, Joseph Davis, Willkie, Farr 

and Gallagher, for the subrogation claimants. I'm also from 

D.C., but I don't count myself a constitutional scholar, sorry. 

Okay, is that better? 

THE COURT: That's better. 

MR. DAVIS: So I'm going to focus a bit on the 

procedural posture we're in, which relates directly to how the 

Court should view the issue before it. 

But I want to start by responding to Mr. Julian, whose 

comments were quite a surprise. And you know came after we, 

the subrogation claimants, worked with him and his partner, Mr. 

Rivkin, made substantial contributions to his briefing. There 

was lots of opportunities to have discussion about what our 

position was. And essentially, he misstated our position. Our 

position is not that you can't rule for us, for the TCC or the 

subrogation claimholders who have supported their position. 

Our point is that because the debtors are relying on 

disputed questions of fact in the context of this -- what is 

supposed to be an estimation proceeding deciding a "pure issue 

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of law", you cannot rule against us. You can rule for us. You 

cannot rule against us the way they have postured this 

argument, okay? 

Now that's true really for two reasons. First of all, 

they presented this issue in the context of a 502(c) 

estimation. And the purpose of estimation is not to adjudicate 

the claims, per se, right? The purpose is to understand the 

value of those claims. And that means understanding, right, 

what would've happened in the California courts, had the 

bankruptcy never occurred, right? It doesn't mean and doesn't 

permit disallowing billions of dollars' worth of claims on 

speculation about what the California Supreme Court might do.

On the contrary, we already know what would've 

happened if these claims had gone to the California courts. 

They would have gone to trial, absolutely. They admitted in 

their papers that's what would have happened. So the notion 

that you could disallow billions of dollars in values of claims 

on the speculation that someday in the future, something 

different might happen just doesn't fly. 

THE COURT: Well, I don't -- I don't follow you. So 

if they'd gone to trial and there had been a substantial 

judgment against the utility based upon inverse condemnation, 

on appeal, the California Supreme Court might have reversed 

that. It could've, right? 

MR. DAVIS: In theory, it's possible that that 

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could've happened, but to say that those claims have no value, 

PG&E has never taken one of these cases all the way through 

trial, up to appeal. 

THE COURT: Well, okay, but --

MR. DAVIS: Never in history has this occurred and 

there's a reason for that.

THE COURT: Well, I understand and I've heard that 

before. I'm not questioning that. But I'm questioning your 

statement about I can rule for you, but not against you. I 

don't -- it seems to me that if Mr. Orsini persuades me to make 

a prediction, the prediction would be that the inversecondemnation theory fails and it's not available. That doesn't 

mean that Judge Donato couldn't make estimations based upon 

negligence, right? 

MR. DAVIS: Well, that's certainly true. 

THE COURT: Well, whether --

MR. DAVIS: But the notion -- that is certainly true. 

But the notion that the inverse-condemnation claims, as they 

sit here, have no value is -- doesn't comport with the reality 

of what would've happened outside of bankruptcy court. 

THE COURT: Well, but aren't we back to the question 

of my job is to make a prediction? And if I predict that the 

Supreme Court would toss the doctrine, then they have no value. 

Right? 

MR. DAVIS: Well, I --

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THE COURT: And then when you go back to the case law 

on estimation, courts have estimated claims at zero and been 

affirmed because that is a reasonable estimation, based upon 

whatever arguments and facts are presented to that trial court. 

MR. DAVIS: Yes, in circumstances that are exactly not 

like this. 

THE COURT: Well --

MR. DAVIS: Only in circumstances where the law is 

crystal clear, that the claims are going to fail and that 

there's no value to those claims, not in a circumstance where 

the law is crystal clear that the claims are going to go to 

trial and succeed, in that sense. 

THE COURT: Well, but I'm still confused. Look, for 

reasons that we don't have to go into, there was a -- there's 

been a bifurcation between two judicial officers. And this 

judicial officer was told, and agreed, that there are certain 

things that I'm not permitted under the law to do. But there's 

certain things that I am permitted to do, including make legal 

rulings. And Judge Donato, I believe, has been deferential to 

that role, also. And that's why he's having all this time with 

an estimation, the kind of stuff he talked about yesterday and 

every other hearing.

And to me, if I predict that the California Supreme 

Court would go Mr. Orsini's way, then my ruling here would be a 

prediction that inverse condemnation is a losing theory. That 

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doesn't mean the estimation's over. It means the estimator 

accepts that and takes it into account and makes an estimation 

based upon the fact issues that are presented to him, I think. 

I mean, tell me if I'm wrong about that.

MR. DAVIS: Well, I -- well I actually think that's 

not what PG&E's asking to do.

THE COURT: Okay. 

MR. DAVIS: If you take it from PG&E's perspective, 

they're asking you to value these claims at zero, is what 

they're asking to do.

THE COURT: I'm not -- value the legal theory that 

strict liability with -- absent fault produces no liability. I 

believe that's -- Mr. Orsini will have a chance to clarify, but 

I -- that's how I interpret his argument. But the flip side of 

that is if I disregard his argument, then inverse condemnation 

has significant value. So I mean, it's -- as you know, it's a 

huge value. And so it's a question of likely prediction, based 

upon everything we've been talking about today, what Mr. Rivkin 

just explained and -- and everyone else did. I mean, why --

what -- that seems to be my marching orders, make a call up or 

down on that principle. 

MR. DAVIS: Well, I think in the context of 

estimation, they haven't cited and I have not seen a case where 

a court has said these claims on this -- because of this legal 

issue, where all of the courts that would have heard this case 

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outside of bankruptcy have affirmed the doctrine, have affirmed 

the basis for relief, could say effectively, in the context of 

estimation, I'm going to disallow it. If what Your Honor's 

telling you is that's not what's going to happen there -- here, 

in any event, then I accept that. But what I'd like to do is 

talk a little bit more about the factual issues that they have 

tried to interject here. 

THE COURT: Okay.

MR. DAVIS: Right, because you know, the linchpin of 

their argument is what they term "cost-spreading". And so --

THE COURT: Well, that's what I take as the 

philosophical underpinning for the concept of inverse 

condemnation, which Mr. Rivkin doesn't agree with, but that's 

what I'm hearing, the argument. 

MR. DAVIS: Right. And what -- and their argument is 

that they cannot automatically engage in cost-spreading based 

on a CPUC decision. But whether or not PG&E can or can't 

engage in cost-spreading is a question of fact and it's 

disputed. And no one has had any kind of opportunity to 

adjudicate that in any way. 

THE COURT: Well, they had --

MR. DAVIS: All they're doing is pointing to a single 

CPUC decision.

THE COURT: But I -- I guess I disagree with you. If 

I'm persuaded that the California Supreme Court would not apply 

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the doctrine of inverse condemnation, then the legal result 

would be that unless PG&E is found to be negligent or culpable 

in some other way, it doesn't have liability for the fires. 

But if it's strictly liable, as a matter of inverse 

condemnation, then it is liable, whether it's shared -- whether 

it's cost recovery or not, at some point in the future. 

In other words, if I accept Mr. Julian's argument, 

which is essentially your argument also, that the doctrine 

applies, therefore PG&E is on the hook, period, like the act of 

God in the Getty fire. In other words, I think Mr. Orsini is 

conceding the point that if PG&E caused the Getty fire or PG&E 

was the provider in the Getty fire and there was a lightning 

strike, they still have strict liability if the doctrine 

applies. 

MR. DAVIS: Right. But the reason they're saying the 

doctrine shouldn't apply is because in theory, they can't costspread. 

THE COURT: No, they're saying because it doesn't 

apply to private utilities. 

MR. DAVIS: Because they can't cost-spread. 

THE COURT: You never get to cost-spreading if private 

utilities simply are not vulnerable to inverse-condemnation 

jurisprudence or principles. 

MR. DAVIS: Well, on that point, you know, just coming 

back to this American Tower case that they're citing and the --

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there was a datum point in that case and the datum point was a 

statute that the court was able to look at and make a decision 

on. As I think Your Honor pointed out, the datum point in this 

case is the Constitution. That's where this comes from. 

THE COURT: Well, there's a bunch of data points. 

MR. DAVIS: We keep calling it a doctrine. I realize 

that --

THE COURT: There's a laundry -- a bunch of data 

points. 

MR. DAVIS: What was your term? I'm putting them in 

order. I think we usually start with the language of the 

Constitution, which as you pointed out, says nothing about who 

does the taking. 

THE COURT: Right. 

MR. DAVIS: It says the taking is for a public use and 

that it should be compensated. And in fact, if you look at the 

rest of that provision, it's interesting because it does speak 

to state agencies. In fact, it even defines the terms "local 

government" and "state agencies" and yet, in that provision 

that we're talking about, does not reference those as takers. 

THE COURT: Right, right. 

MR. DAVIS: So I think we're seeing eye-to-eye at 

least on that point. 

THE COURT: Well, listen, I was of the opinion, 

reading your brief, that you were lined up completely with the 

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TCC.

MR. DAVIS: Absolutely.

THE COURT: But you made the statement that I can only 

rule for you but not against you. I guess I found that 

strange. I don't quite understand it, but --

MR. DAVIS: Just to be crystal clear about it, the 

reason is that their arguments based on the CPUC decision and 

based on their ability or inability to cost-spread as the 

fundamental policy rationale for changing inverse-condemnation 

law, those arguments rest on facts. 

Let me just give you one example, because it touches 

on something you mentioned before. Their argument is that they 

shouldn't be subject to strict liability. 

THE COURT: Right. 

MR. DAVIS: They shouldn't be responsible for 

automatically paying these costs if they are not negligent. 

That's the way they framed this argument, right? 

THE COURT: Correct, yes, yes. 

MR. DAVIS: And they rightly pointed out in the CPUC 

decision, there's abundant evidence of negligence. So there is 

not one case -- they cannot point to one case where they can 

definitively say an IOU was not negligent and yet, also held 

strictly liable for inverse-condemnation costs. Not one case. 

And it's clear --

THE COURT: That's correct. That's correct. I -- I 

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said --

MR. DAVIS: -- you read -- it's clear. You read that 

opinion. 

THE COURT: I said that, right. 

MR. DAVIS: Because it goes -- right it goes into 

incredible detail. 

THE COURT: I mean, to me it sounds to me -- I don't 

know what's in the minds of the commissioners, but it seemed to 

me that the commission was saying we make the rules here and if 

we determine that someone is not prudent, then we're going to 

whack them. And if we determine that they are prudent, then 

finish the sentence. Finish the sentence is they'll probably 

get their cost adjustments, through their rates. 

MR. DAVIS: And very importantly, the prudence 

determination was in the context of those three specific fires. 

It looked at each of the fires, heard evidence, fact witnesses, 

expert witnesses, took briefing. There was cross-examination. 

THE COURT: And came out with a unanimous decision by 

five commissioners that STG (phonetic) was not prudent. 

MR. DAVIS: Exactly. 

THE COURT: I almost used the word negligent. It 

wasn't. It was not prudent. Therefore -- and therefore, I 

think we know what happened after that. So okay, anyway -- I 

need to -- finish your point, but then I need to hear from Mr. 

de Ghetaldi. 

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MR. DAVIS: Okay, so I'll just -- yeah, no, no, I'll 

just wrap it up. We agree with the TCC. California law is 

clear. Inverse condemnation applies to PG&E. The Court can 

and should reach that conclusion. But as I said, to the extent 

the Court wants to credit, you know, the facts on which PG&E is 

relying to suggest otherwise, it shouldn't be able to do that 

in this procedural posture, but either way, the Court should 

deny the relief that PG&E has requested. Thank you.

THE COURT: Okay, thank you very much. 

All right, Mr. de Ghetaldi. Now, our history lesson. And I 

think Mr. Julian said you had fifteen minutes. I'll give you 

the fifteen. If you don't need it, that's fine, too. I don't 

want to have another one of our marathons through the midday 

lunch. Go ahead. 

MR. DE GHETALDI: I'll try not to, Your Honor. Thank 

you. Dario de Ghetaldi, from Corey, Luzaich, de Ghetaldi and 

Riddle.

Your Honor, we represent these days almost 6,500 

victims of these PG&E fires. I think that's the second-largest 

voting bloc of victims. So this is primarily a California 

constitutional and statutory issue. That's why I tried to 

confine my brief to those boundaries. 

I've been briefing this issue and arguing it since the 

days of the San Bruno gas explosion and fire. And up through 

the Butte fires, it's not the Butte County fires, it's the 

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Butte fire cases and the North Bay fire cases. And I thought 

it was important and critical for the Court to look at four 

histories, because that's what California courts do when they 

examine statutes and constitutions, constitutional provisions.

I tried to focus on the constitutional history, the 

statutory history, the judicial history and the regulatory 

history as it's confined to this issue. And I think that there 

are four lessons that those histories show. First of all, that 

the public utilities code, the CPUC itself, and inverse 

condemnation all stem from both statutory and constitutional 

authority. That's where they came from. That's where they're 

ingrained. 

Secondly, the public utilities code and the CPUC were 

created to protect the public from the abuses of monopoly 

powers that were given to public utilities. And public 

utilities are defined, going back to 1911, as including power 

companies. And so, with all due respect, one of the issues 

that was raised was market views about -- and the effect on the 

market. That's never been an issue in any case that reviewed 

the validity of inverse condemnation.

The third issue, Your Honor, is that California courts 

have no jurisdiction to control how the CPUC sets rates. They 

can only review the decisions of the CPUC to see if there was 

some kind of an error, whether there was a factual error or 

some kind of a legal error. But they cannot set the 

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methodology that the CPUC uses to set rates. 

THE COURT: Well, I mean, therefore what? I mean, 

neither can the bankruptcy court, but --

MR. DE GHETALDI: That's the point. 

THE COURT: But that's not -- but is that the point of 

this issue? I mean, I think what the argument on the other 

side is that strict liability doesn't get you to rates. It 

means you can't be punished for something that you're not 

culpable for. And your argument and the other side, the TCC 

and everyone's argument is yes, you can. That's called strict 

liability. 

MR. DE GHETALDI: It's not a punishment, Your Honor. 

THE COURT: Well --

MR. DE GHETALDI: It's not a punishment. 

THE COURT: No, it's a something. It's a something. 

What is it, if it's not a punishment? It's a consequence of --

MR. DE GHETALDI: It's a consequence, yes. 

THE COURT: -- of doing -- being in the business of 

providing electricity. 

MR. DE GHETALDI: It's a consequence of having a 

monopoly to produce, distribute, and sell electricity. 

THE COURT: Okay, but my point -- I'm not questioning 

that. And if you thought I was taking issue with it, I didn't 

mean to. What I meant is that's not a rate pay-fixing 

function. It's a function of the monopoly, and it goes with 

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the territory, that you have strict liability, right? 

MR. DE GHETALDI: Yes, Your Honor. 

THE COURT: Okay. 

MR. DE GHETALDI: But one of my problems, year after 

year when this comes up, is what is being challenged? Is it 

the power of a court or the legislature or the constitution, as 

in Article XIX, to say that when there -- when private property 

is damaged for a public purpose, then there has to be 

compensation? Or is it something that arises in the context of 

a rate-making proceeding, which is what the SDG&E 2007 fires 

cases was all about? 

So those two -- I think those are two separate aspects 

of this issue that tend to get conflated. And I appreciate the 

Court's observation that they are separate and apart, but I do 

believe that the issue has been raised in both of those 

contexts. And so, that was my point. 

THE COURT: Okay. 

MR. DE GHETALDI: All right? So one of the things 

that nobody has talked about so far today is the relief that is 

being requested. The proposed order that PG&E submitted has 

two holdings that they requested. Number one, inverse does not 

apply to investor-owned utilities such as PG&E under applicable 

California Supreme Court precedent. 

We all know that there's no case. And so, I think 

that there is --

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THE COURT: Well, if I just cut off the last half of 

that sentence, it's still a legal conclusion. I mean, I'm 

not -- I haven't made up my mind, obviously. But the language 

at the tail end of that proposed order is surplusage. If I 

just said -- if I just made a ruling, PG&E is not liable under 

inverse-condemnation principles, then that would be the end of 

it, right? 

MR. DE GHETALDI: But that's not what they're 

asking --

THE COURT: I know it's not. Okay. 

MR. DE GHETALDI: -- the Court to do in their proposed 

order, okay? 

THE COURT: Okay, okay. 

MR. DE GHETALDI: Okay? 

THE COURT: Um-hum. 

MR. DE GHETALDI: All right. So the second -- so 

Article XIX, as I said, Your Honor, the Court, I believe, needs 

to focus on the language of that when it looks at the validity 

of inverse condemnation. And it's short. It says -- the first 

sentence says, "Private property may not be taken or damaged 

for a public use and only when just compensation, ascertained 

by a jury unless waived, has first been paid to or into court 

for the owner." It's constitutional doctrine --

THE COURT: Right. 

MR. DE GHETALDI: -- that has been extended to 

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privately-owned public utilities who engage in activities that 

damage private property. 

THE COURT: Correct. 

MR. DE GHETALDI: It seems a simple proposition to me. 

The second aspect -- the second ruling that PG&E asked the 

Court to make is that the application of inverse condemnation 

to investor-owned utilities, such as PG&E would violate the 

takings and due process clauses of the U.S. Constitution.

I'm not going to talk about that, other than to 

observe that both under the authorities that we cited -- both 

under California law and federal law, there is no guarantee 

that private utilities can recover specific rates. In both 

cases, the rates have to be reasonable. And there's a very 

good discussion, I think, on that issue in the SFPP case that 

we cited, 217 Cal.App.4th 784, beginning around page 800. 

So what has always bothered me, and I think that the 

Court is seeing this as well, is that I think that in the -- at 

least in the context of rate-making, that inverse condemnation 

can be a utility's friend. Because I think as the Court is 

seeing, if there is a finding only of strict liability under 

inverse condemnation, without an additional finding of 

negligence or strict liability, then -- and there's never been 

a case that I know of where that's actually come to the CPUC 

because usually there is -- there are other things involved. 

THE COURT: Well, usually I presume there is a 

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determination of no liability and that's the end of the story, 

right? 

MR. DE GHETALDI: Well, the only case that I know of 

that is in that neighborhood is the PacBell case, which is -- I

call it the bird on the wire case. A big bird landed on the 

wire --

THE COURT: Right. 

MR. DE GHETALDI: -- and shorted out the wires of a 

Southern California Edison pole and it damaged a PacBell --

THE COURT: Right, the vault or whatever it was.

MR. DE GHETALDI: The vault, right, right. 

THE COURT: Something in the -- something in the 

ground, right? Yeah. 

MR. DE GHETALDI: Right. And that's a case that went 

to the court of appeal, obviously, and the California Supreme 

Court denied review on. And this Court knows they also denied 

reviewing Barnham.

THE COURT: Right. 

MR. DE GHETALDI: But the PUC process and the role of 

inverse condemnation, I would recommend the Court -- and you 

probably have already, but review the decision on the petition 

for rehearing in the SDG&E case. That decision on rehearing 

contains an extensive discussion of the CPUC's rate-making 

process, on how it looks at fault, no fault, prudent manager, 

and I think it clarifies one of the catch phrases that PG&E has 

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fixated on and other utilities have fixated on and that is that 

inverse condemnation is not relevant to rate-making.

It's just different. It's just different, the way 

that they do things at the CPUC. They require, for example, 

the utility to carry the burden of initial proof that they 

acted like a prudent manager. It flips around what it would be 

for us plaintiff's lawyers in a case.

And then if the utility fails to meet that standard, 

it cannot pass along the cost. And as I think that several 

people have, at least intimated, there's no case where a 

utility has been found to be strictly liable under inverse, but 

then not found to be negligent --

THE COURT: Right. 

MR. DE GHETALDI: -- that came before the CPUC. 

THE COURT: That's what they -- they conceded that. 

MR. DE GHETALDI: But I think one of the issues that 

the Court raised that I haven't heard much discussion about is 

the ripeness issue. This issue isn't ripe. I don't know where 

they are saying that this issue is being raised. Is it being 

raised as to all of these fires? Only some of them? Is it 

being raised as to the Butte fire, where it's already been 

adjudicated? 

THE COURT: Well, isn't the absence of ripeness one of 

the data points that might suggest the Cal Supreme Court 

wouldn't touch it right now? 

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MR. DE GHETALDI: Absolutely, Your Honor, because the 

California Supreme Court's jurisdiction and the California 

Appellate Court's jurisdiction is limited to a review of what 

the CPUC does. 

THE COURT: Well, but come on, let's talk about the 

real context to where we are now. 

MR. DE GHETALDI: Okay. 

THE COURT: The fact of the matter is I'm asked to 

make a ruling. This is a first-level, lower federal court. 

There is a procedure, a long one or a fast one, to get the 

Ninth Circuit to decide to certify it. And if the Ninth 

Circuit certifies it to the Cal Supreme Court, I guess the Cal 

Supreme Court can deny that request by saying it's not ripe or 

they can accept it and rule up and down on the merits. 

Now, Mr. Orsini and everybody else knows that we're 

moving at a very fast pace, here. And everyone in this case is 

under some terrible time pressure. But the fact is that is the 

way it could go and the Cal Supreme Court would decide to deal 

with it as a legal question or not. 

MR. DE GHETALDI: That's true. 

THE COURT: That's true. 

MR. DE GHETALDI: That's true. 

THE COURT: So, but if I am persuaded that there's 

nothing ripe, that's another reason to deny the debtors' 

request here today. 

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MR. DE GHETALDI: Which is why I raise the point, Your 

Honor.

THE COURT: Okay. 

MR. DE GHETALDI: Which is why I raise the point.

THE COURT: Well, we both did. 

MR. DE GHETALDI: Okay. 

THE COURT: Okay.

MR. DE GHETALDI: So -- why I re-raised it. Another 

thing I wanted to at least clarify, Your Honor, is some of the 

recent judicial history of this issue. And it needs clarifying 

because I've lived through it and I know -- I know what 

happened. The Court knows about Barnham and PacBell, a 1999 

case and a 2012 case. 

THE COURT: Right. 

MR. DE GHETALDI: Okay. In the Butte fire cases, we 

had two hearings in the trial court and a coordination trial 

judges court. 

THE COURT: No, I've read the decisions of the judge 

there and Judge Karnow here. 

MR. DE GHETALDI: Right. In the first one, there were 

competing motions -- one by PG&E saying we're not liable for 

inverse, one by the plaintiff saying PG&E was. That decision 

went against PG&E and in favor of the plaintiffs. PG&E brought 

a writ.

THE COURT: Right. 

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MR. DE GHETALDI: Right. The writ was denied. Then 

there was a second motion, in which PG&E alleged that there --

they called it a renewed motion and a renewal motion, based on 

new evidence and new law. That motion was denied. 

There was a writ that was brought on that one, as 

well. That was denied. And that was -- that writ, there was a 

petition for review. The petition for review from an 

interlocutory writ for the California Supreme Court is the same 

process, the same standards that the California Supreme Court 

uses in reviewing an appeal. It's a discretionary writ and 

it's a writ that's based essentially on we'll issue, 

essentially, in two circumstances. One, where there is a 

significant issue of law and one -- and two, where there are 

conflicting decisions of the courts of appeal.

And so, I think that whenever the Supreme Court denies 

one of these writs, it's not just a denial of an interlocutory 

petition for mandate or prohibition. It's more significant 

than that. 

THE COURT: Well, again, not to -- I mean, Mr. 

Rivkin's brief, or Mr. Julian, I don't know who I'd give credit 

to, their brief, they did lay the sequence out and it just --

it's just more evidence to say that their argument about the 

West case is persuasive.

MR. DE GHETALDI: Right. 

THE COURT: Or and may be dispositive, from my point 

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of view. 

MR. DE GHETALDI: Right. 

THE COURT: Let me ask you to wrap up, just so I can 

make sure I don't --

MR. DE GHETALDI: Okay, very quickly. 

THE COURT: -- go through the afternoon. 

MR. DE GHETALDI: Very quickly. Then there is the San 

Diego Gas and Electric versus the PUC case. The writ that was 

taken from the administrative proceedings that --

THE COURT: Right. 

MR. DE GHETALDI: -- where the Court has the record 

of. In that case, there's a written order by the court of 

appeal. It's not published, but there's a written order. And 

it's on page 205 of the exhibits to my brief. And I think that 

it's -- the Court should consider --

THE COURT: And it denied that writ. It's denied, 

right? 

MR. DE GHETALDI: That's right. And then --

THE COURT: I didn't take the time to read every word 

you submitted. 

MR. DE GHETALDI: Understood. 

THE COURT: Is there a reason? Do they explain the 

reasoning or is it just denied? 

MR. DE GHETALDI: They -- yes, they explain the 

ruling. They explain --

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THE COURT: I'll read -- I'll review it. 

MR. DE GHETALDI: -- the process and why they ruled 

the way in which they did. And then PG&E brought a petition 

for review from that writ denial and that petition for review 

was denied on October 17th of this year. 

THE COURT: You mean SDC.

MR. DE GHETALDI: I'm sorry, SDG&E, right, right. 

THE COURT: Yes and then the Supreme Court -- the U.S. 

Supreme Court denied it also. 

MR. DE GHETALDI: I think the U.S. Supreme Court 

denied it, right. 

THE COURT: And then, as I recall, they resolved it, 

right? 

MR. DE GHETALDI: Yeah, so --

THE COURT: Funny how that happens. 

MR. DE GHETALDI: So I think that, you know, Your 

Honor has to play Carnac here. But I haven't heard anything.

THE COURT: You know, the younger people don't know 

about Carnac. They know how to play Jeopardy!

MR. DE GHETALDI: I know, I know. Don't get me 

started on mid-century furniture, which my wife has been 

looking for. You know, I grew up and was born in 1950, so 

it's --

THE COURT: You're a baby.

MR. DE GHETALDI: It makes me feel old. But anyway, 

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look, this is going to be -- undercurrents of a rational basis 

test, certainly, and where you have such a long history and 

where you have the primary purpose of the public utilities code 

to be -- to protect the people of the State of California from 

abuses by monopolies, such as these public utilities, I cannot 

see how any rational basis examination would find that there's 

any problem with the inverse-condemnation law.

THE COURT: Okay, thank you very much.

MR. DE GHETALDI: Thank you.

THE COURT: I'm going to stick with my words and have 

Mr. Orsini with some closing comments. 

Mr. Julian, I want you to be prepared to respond to 

the point about whether I should do anything under Rule 54(b) 

or direct appeal, no matter how I rule. So just be prepared to 

give me your opinion on that after Mr. Orsini finishes. 

So, Mr. Orsini, by our agreement, you've got fifteen 

minutes. 

MR. ORSINI: I won't take it, Your Honor. 

THE COURT: Okay, well, you've got it if you want it. 

MR. ORSINI: On the direct appeal certification, my 

answer is yes regardless of how you rule. This is an important 

issue. It's an important issue of law. And we think it ought 

to be certified for direct appeal and ultimately --

THE COURT: Well, you're mixing two concepts. 54(b) 

allows me to certify and make my ruling final. And I cited for 

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that proposition my own decision in the first PG&E case. Well, 

what was important was the District Court Judge Walker 

disagreed with me on the merits but he affirmed my decision to 

do something that hadn't been done before. It was a 54(b) 

certification in the middle of a main bankruptcy case. 

And so, that means that -- and that cuts both ways, 

because if I make a 54(b) certification, then it's a final 

order. And if somebody doesn't appeal it, they may be stuck. 

Separate from that, as I did in the FERC adversary proceeding, 

I recommended a direct appeal to the Court of Appeals and that 

was accepted by the Court of Appeals. 

So they're two different concepts and the fact was in 

the FERC case, it was a final order so, you know, you never get 

to 54(b). But here, this would be an interlocutory order. But 

I have the authority, under the direct appeals statute to 

certify for direct appeal an interlocutory order. So it's kind 

of --

MR. ORSINI: I understand, Your Honor. I certainly --

THE COURT: -- it's six of one, half a dozen in the 

other, but --

MR. ORSINI: I certainly think you should do the 

latter, certify it for a direct appeal. We wouldn't object to 

going the 54(b) route, as you did in the earlier case. I think 

there's -- I agree with your decision. I think there's some 

procedural uncertainty there. And given such an important 

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issue, I'd hate to get hung up on the procedural issues. So 

perhaps certifying it for direct appeal is the easier path. I 

don't think there's any --

THE COURT: Well, no, I -- it strikes me that I should 

do both or neither, but --

MR. ORSINI: And if that's Your Honor's view as to how 

best to get this expedited for review, regardless of how it 

comes out, we certainly would not disagree with that. 

THE COURT: Well, and if I rule in your favor, you 

don't want me to do that, do you? 

MR. ORSINI: You know what, Your Honor, I do, because 

it's an important issue.

THE COURT: Okay, okay. 

MR. ORSINI: So we'd be perfectly happy -- I'm not 

going to stand up here and say you can rule for me but not 

against me. So either way it comes out, we would support that 

approach, Your Honor. 

THE COURT: Okay, okay. Thanks.

MR. ORSINI: A couple things quickly, Mr. de Ghetaldi 

himself explained why there's not a ripeness issue. It's 

because there's no guarantee of cost recovery. Now, you could 

very easily, and you may disagree with my legal argument, but I 

think Your Honor is clear on what my legal argument is. And my 

legal argument is given what the California Supreme Court has 

said time and time again about the purpose of inverse, that in 

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a circumstance like this where there is no guarantee of 

socialization, it cannot apply to us. I'm not saying it can't 

apply because ultimately we won't get cost recovery here. It's 

the lack of certainty. It's the lack of a guarantee that goes 

to the fundamental core of what the doctrine's about.

Again, disagree with me, agree with me, but it's not a 

ripeness issue. It's a question of our argument as presented 

is in these circumstances, where we cannot get the same 

guarantee of cost recovery that the public utility has, that's 

the basis for the doctrine, can it be applied to us? So that's 

the ripeness issue.

There's no disputed facts here. This is a legal 

determination you can make. There's certainly no dispute about 

the fact that we're not guaranteed the cost recovery. Every 

single person who argued against me up here today conceded the 

fact. There's no dispute on that. That's the only fact you 

need to resolve this motion. 

THE COURT: But you do concede that history -- history 

works against you on that theory. That there's never been a 

denial of cost recovery when there's been an absence of 

imprudence?

MR. ORSINI: Never been a denial of --

THE COURT: A double-negative. 

MR. ORSINI: I'm not aware of any circumstances --

THE COURT: A prudent utility hasn't been denied cost 

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recovery under the strict-liability principle. 

MR. ORSINI: Not to my knowledge, Your Honor.

THE COURT: Not to your knowledge.

MR. ORSINI: But I don't think that cuts against me, 

because again, I don't think it's relevant. I don't think it 

matters, given that what matters here from our perspective is 

the absence of the guaranteed cost recovery. 

THE COURT: Yeah, the absence of the guarantee.

MR. ORSINI: And it's not a chimera. You can simply 

look at Moreland. Again, as I said before, in Moreland the 

very reason that the California Appellate Court said the public 

utility wasn't a governmental entity was precisely because 

unlike the public utility, it didn't have that guarantee. And 

I didn't quite understand Mr. Rivkin's argument about Flint. I 

think what he was saying was they may just decide not to build 

a better water plant. Well, that's true. But --

THE COURT: Well, I think he was saying the people 

that drank the bad water aren't paying for the good water. 

MR. ORSINI: That may be true, Your Honor. But 

inverse condemnation is about socialization of loss. And 

that's the other place where I just fundamentally take issue 

with Mr. Rivkin's argument. He suggested what he thought you 

could glean the purpose to be from an 1890s case and one other 

case, Gurney (sic). Again, I'd refer you to slide 2 that I 

handed up before. It could not be more clear. I'm not making 

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up what the Supreme Court has said is the important fundamental 

purpose. It's their language. It's right there. 

THE COURT: But would you concede that the drafters of 

Article I, Section 19 didn't give us any --

MR. ORSINI: I would concede that the --

THE COURT: You might have drafted it differently.

MR. ORSINI: I might've drafted it differently. It 

says what it says and then the courts have to give meaning to 

that. 

THE COURT: Right. 

MR. ORSINI: And the California Supreme Court has 

given meaning to what that means. That was not very 

articulate. Has given meaning to how that should be 

interpreted. 

With respect to West, Your Honor, we did brief that 

extensively this summer. There was no -- we're not entitled to 

a jury instruction here. There was no admission that we're 

wrong here. Certainly, citing American Tower wasn't some 

admission that Mr. Julian's right about what West means. To 

the contrary, as I argued before, American Tower cited to West. 

Okay, nowhere in West do you see the word dispositive. Nowhere 

in West do you see a statement that this Court has to just take 

the denial of review and run with it. What it says is that's a 

data point.

THE COURT: The circuit judges in West probably got 

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that reversal from the Supreme Court and said we just got a 

wrist slap, right? 

MR. ORSINI: Well, I --

THE COURT: I mean, they did. 

MR. ORSINI: Well, yes, but again, you asked me the 

question earlier and I think this is the important question. 

Was there any other data point? There was no other data point 

in that case. And it was a final judgment, which we don't have 

with any of the PG&E cases. 

THE COURT: That's true. That is true. 

MR. ORSINI: So they did get their wrists slapped and 

I think you would get your wrist slapped here if I had stood up 

and said, Your Honor, I don't have any other data point. But 

here's how I'm telling you, in a -- I do know who Carnac is --

here's how I'm telling you the Supreme Court will rule. But 

that's not the record before you. Again, you can disagree with 

my argument and you very well may. But there are plenty of 

data points that would permit you to actually make a 

prediction. 

And then, with respect to the laches waiver argument, 

there's no case that says that. Let me be very clear about 

something. We tee'd up this issue early this summer. We 

wanted this issue decided quickly. The TCC and the subros 

opposed that. We did not seek the transfer, using the vertical 

transfer language, in the state-court system in December, 

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January, because we were on the cusp of filing for Chapter 11 

when a stay would've gone into effect. 

And we made the decision, right or wrong, that the 

right way, the most expedient way to get this critical legal 

issue decided, was through this process, which your Court --

which Your Honor absolutely has the authority and indeed, the 

responsibility to decide under all of the many cases that were 

cited to you in the context of setting up these estimation 

procedures during the summer. Thank you, Your Honor.

THE COURT: Thank you very much.

Okay, Mr. Julian, just that one point. You don't have 

to -- you can speak from there or from here. Do you have a 

vote or an opinion on the two appellate options? 

MR. JULIAN: I do. I'll give it in three parts. 

First of all, I haven't asked the TCC for their view, but I 

have a view that will be informative for you. First of all, 

the purpose of your determining under Rule 54(b) that this is a 

final order is so someone can appeal, or it can be certified 

under Section 158 of the judicial code. You have the 

authority -- I think you --

THE COURT: No, actually I don't think it can be 

certified under the judicial code by me. I think -- I don't 

think so. But that's okay, either way we come out the same 

way. 

MR. JULIAN: Well --

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THE COURT: I mean, you don't -- do you think I should 

or should not do a 54(b) certification? 

MR. JULIAN: I -- if I may. My interpretation of 

54(b) has always been you can make it a final order.

THE COURT: Right. 

MR. JULIAN: Then, if I may read, 158(d)2, it gives 

the Court, the Ninth Circuit, jurisdiction to hear it on 

certification if you or we certify one of three things. And 

all I ask you to do is to -- if you do certify it, to certify 

it under Section 158(d)2(A)3, not 1 and 2. Once you get there, 

I'd like to explain why. 

THE COURT: Well, I think you're throwing me for a 

loop here, because I don't think -- I think it's the -- I --

it's -- well, let me catch up with you. What section are you 

referring to now? 158 --

MR. JULIAN: 158(d)2(A) says that the Ninth Circuit 

shall have jurisdiction if the bankruptcy court, acting on its 

own motion, certifies (i)2 or 3. And I'd like to talk to you 

about (i)2 and 3. You have the right to certify to the Ninth 

Circuit if it's a final order under 54(b). 

THE COURT: Okay. 

MR. JULIAN: And (i)I says that if the judgment or 

order involves a question of law as to which there is no 

controlling decision of the U.S. Court of Appeals or the 

Supreme Court. I disagree. There is controlling decision.

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Two, the judgment or order involves a question of law 

requiring resolution of conflicting decisions. I view that as 

conflicting decisions involving the federal court or the state 

court. There are no conflicting decisions, as you heard. 

But 3 is important. An immediate appeal from the 

judgment, order, or decree may materially advance the progress 

of the case in which the appeal is taken, if the court of 

appeal authorizes direct appeal. And that's what I think you 

should consider doing. And the reason for that is important to 

me and, I believe, Judge Donato. This way, if you certify 

under that section, it's the Court of Appeal who can read my 

brief --

THE COURT: No, okay. I'm going to -- I'm going to 

correct and tell you I misunderstood something you said before, 

but now I am going to disagree with the second thing. 

MR. JULIAN: Okay. 

THE COURT: When you started your discussion of 54(b), 

which I'm familiar with, you then made a certification. I 

didn't think you were talking about the direct appeal. I 

thought you were talking about something that district judges 

can do and that is to certify interlocutory orders under --

MR. JULIAN: 54(b).

THE COURT: -- I forget the number. No, under 1292 or 

something.

MR. JULIAN: Oh, yeah.

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THE COURT: But my point is, now that I'm focusing on 

the correct statute, the direct appeal is 158(d)2, but Roman --

1, 2 and 3 are three alternatives, but the "and", if the court 

of appeal authorizes direct, to me is to all three of them. In 

other words, it takes -- the trial court or remember, the 

parties themselves can do what's called a joint certification, 

even if the bankruptcy judge doesn't do anything. So you can 

have a plaintiff versus a defendant and the judge just doesn't 

do anything and the plaintiff and the defendant could agree to 

direct certification. 

MR. JULIAN: Oh, I see.

THE COURT: And they would make the statement, we 

think it comes under 1, 2 or 3. But that little tail after the 

3 still is the out -- the circuit court can just toss it, if it 

wants to, either way. That's the way it's been done in 

practice. 

So my point is that your argument, I think, is that 

you believe under D(iii) that's reason enough to do it. And I 

don't disagree with you. 

MR. JULIAN: Yeah, I just don't have consent of the 

client to --

THE COURT: No, I understand, I understand that. 

MR. JULIAN: -- recommend that. I understand where 

you are.

THE COURT: And I'm not going to make a decision based 

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only on that. I -- look, I did it in the FERC thing. I've 

done it a couple of others -- a couple other cases, not PG&E. 

I did it and then the Court of Appeals -- in one case, nobody 

took it up. In another case, the Court of Appeals denied. I 

don't know, that's what happened. That's all. 

But the 54(b) is one, I believe, if the bankruptcy 

court does a 54(b) certification, the appeal is either to the 

BAP or the district court --

MR. JULIAN: Yes.

THE COURT: And I don't think the district court or 

the BAP has any discretion, unless they determine that the 

54(b) certification itself was in error, which is what Judge 

Walker did in the first case. I 54(b)'d denial of approval of 

a disclosure statement. Like, whoever heard of that being a 

final order? But I said it was and he agreed with me. Then he 

made the mistake of disagreeing with me on the merits. The 

Ninth Circuit had to reverse him on that one.

MR. JULIAN: Well, I think you have plenty of cause 

under 54(b).

THE COURT: Okay. I want to thank all -- everyone, 

all the lawyers, for briefing this very difficult issue. I'll 

do my best to do something quickly and dispositively. 

MR. ORSINI: Can I just make one quick point, Your 

Honor? 

THE COURT: Mr. Orsini, yes, sir. 

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MR. ORSINI: Just in response to what Mr. Julian just 

said. I just -- I'd say we disagree as to whether or not 1 or 

2 are appropriate. 

THE COURT: It's in the -- 1, 2 or 3.

MR. ORSINI: I understand. I just wanted to point 

that out, including because 1 has an or in it that says "or as 

a matter of public importance." I think we can all stipulate 

this is. So we consent to the approach of a 54(b) --

THE COURT: I think that in the FERC certification I 

said it's a matter of public importance. 

MR. ORSINI: There's no question. There's no 

question. 

THE COURT: And whatever it was -- and I don't think 

there's any doubt about it's a matter of public importance. 

MR. ORSINI: That's the only point I was rising to 

make. 

THE COURT: Thank you all for your attention today and 

your hard work on this difficult issue. 

MR. SKIKOS: Your Honor --

THE COURT: Yes, sir? 

MR. SKIKOS: This is not a controversial issue. 

THE COURT: You're sure? 

MR. SKIKOS: I'm positive. 

THE COURT: I need a name for the record. 

MR. SKIKOS: Steve Skikos. So we have a data sharing 

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and cooperation agreement. 

THE COURT: Yes, I know you do. 

MR. SKIKOS: We have three stipulations, two orders 

have been entered. The third order is a stipulation --

proposed orders of stipulation reproduction of current 

addresses information, document 4794.

THE COURT: Yeah, he just filed that this morning, 

right? Or yesterday. 

MR. SKIKOS: Yesterday.

THE COURT: Yeah. 

MR. SKIKOS: And we have a limited time in the holiday 

coming up to get -- deal with the displacement issue and the 

bar date participation issue. So if Your Honor could look at 

that and if it pleases Your Honor --

THE COURT: Did you upload the order? 

MR. SKIKOS: Yes, it's uploaded. 

THE COURT: Well, I usually sign those on the same 

day. I've been here all day. I'll sign it later today. 

MR. SKIKOS: Well, thank you very much. 

THE COURT: Thank you. I appreciate -- I'm glad you 

were able to work that out. All right. We're adjourned. 

Thank you, everyone. 

IN UNISON: Thank you, Your Honor.

(Whereupon these proceedings were concluded at 12:30 PM)

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C E R T I F I C A T I O N

I, Clara Rubin, certify that the foregoing transcript is a true 

and accurate record of the proceedings.

________________________________________ 

/s/ CLARA RUBIN

eScribers

7227 N. 16th Street, Suite #207

Phoenix, AZ 85020

Date: November 20, 2019

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PG&E Corporation; Pacific Gas and Electric Company 

Case No. 19-30088

Chapter 11

November 19, 2019

A

AB (2)

 86:10;94:20

Abelleira (4)

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ability (6)

 8:9;53:15;59:3,4;

 94:19;105:8

able (9)

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absence (4)

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 36:9;51:2,4;74:8;86:4;

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 105:20

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 23;17:3,6

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addressed (6)

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addresses (1)

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adjournment (1)

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adjustments (1)

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advance (2)

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against (14)

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agencies (2)

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agenda (6)

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aid (3)

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Allow (2)

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almost (4)

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although (2)

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always (3)

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ambiguity (1)

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appealed (1)

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 24;75:9;76:21;89:8;

 90:10;121:10,11,15;

 128:24;131:3,4

appear (1)

 12:12

appeared (1)

 77:23

appellant (2)

 65:16;68:6

appellate (13)

 21:22;22:22;38:17;

 57:22;69:16,16;70:2;

 89:15,17,19;115:3;

 124:11;127:13

apple (1)

 92:20

Apples (2)

 69:6,8

applicable (4)

 66:8,17;80:10;

 110:22

application (3)

 62:22;70:14;112:6

applied (7)

 26:4;50:12;66:17;

 68:4,5;75:5;123:10

applies (8)

 40:12;68:6;69:17;

 72:14;89:18;103:9,14;

 107:3

apply (14)

 23:20;24:14,25;26:6,

 12;29:12,16;32:10;

 102:25;103:16,19;

 110:22;123:2,3

applying (3)

 41:15;42:15;57:22

appointed (1)

 13:14

appreciate (6)

 14:15;19:9;64:7;

 85:18;110:13;133:20

approach (3)

 27:22;122:17;132:8

appropriate (2)

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of 155
PG&E Corporation; Pacific Gas and Electric Company 

Case No. 19-30088

Chapter 11

November 19, 2019

 87:14;132:3

approval (2)

 37:6;131:13

approve (4)

 8:22,22;11:23;15:2

approved (2)

 10:23;80:20

approving (1)

 10:12

arbitrary (2)

 35:21,23

arguable (2)

 66:2,5

argue (2)

 22:4;44:4

argued (4)

 22:16;31:16;123:15;

 125:20

argues (1)

 38:6

arguing (2)

 50:13;107:23

argument (42)

 5:18;9:13;18:19;

 24:23;36:17;40:12;

 67:4;76:19;77:5;78:3;

 83:12;87:2,8;90:19;

 94:1,2;95:12;96:1,2;

 98:3;101:14,15;

 102:10,14,15;103:7,8;

 105:12,17;109:6,9,10;

 117:22;122:22,23,24;

 123:7;124:14,22;

 126:17,20;130:17

arguments (6)

 18:19;35:20;93:10;

 100:4;105:7,10

argument's (1)

 94:2

arises (1)

 110:9

Aristotle (1)

 54:17

around (4)

 28:16;30:6;112:15;

 114:6

Article (10)

 57:11;70:5,13;86:7;

 87:16;88:9;89:21;

 110:7;111:17;125:4

articulate (3)

 51:12;54:20;125:13

articulated (1)

 51:8

ascertained (1)

 111:21

aside (2)

 59:2;87:14

asleep (1)

 67:10

aspect (1)

 112:5

aspects (1)

 110:12

Assembly (1)

 60:1

assess (1)

 27:13

assessing (1)

 22:12

assessment (4)

 38:21;42:17;46:24;

 47:1

assignment (1)

 19:7

assignments (1)

 19:9

Association (1)

 36:1

assume (5)

 75:5,8;95:25;96:1,5

assumes (1)

 30:23

assumption (1)

 33:25

assumptions (1)

 39:2

assured (1)

 91:19

attack (2)

 67:15;68:21

attacked (1)

 65:16

attempt (1)

 73:8

attempted (1)

 73:8

attended (1)

 12:10

attention (2)

 49:5;132:17

August (4)

 77:18,20,23;80:8

auspices (1)

 33:20

authoritatively (1)

 66:9

authorities (3)

 84:18;85:9;112:10

authority (8)

 33:24;41:9;42:16;

 43:12;108:11;121:15;

 127:6,20

authorize (1)

 70:24

authorizes (2)

 129:8;130:4

automatic (5)

 6:7;23:21;68:24;

 75:8;85:24

automatically (2)

 102:16;105:16

available (1)

 99:12

avoid (3)

 55:13;73:1;96:3

await (1)

 14:20

aware (4)

 5:3;32:25;36:6;

 123:24

away (2)

 93:18,18

B

baby (1)

 119:24

back (26)

 3:8;17:4,8;24:11;

 25:7,9;37:22;45:8;

 46:23;48:24;50:9;

 51:19;58:23;59:17;

 73:9;76:2;78:6;82:6;

 83:15;86:11,19;95:24;

 99:21;100:1;103:25;

 108:16

bad (4)

 79:15;94:21;95:14;

 124:18

bag (1)

 89:16

bail (1)

 95:20

bailouts (1)

 94:20

Baker (1)

 62:21

Bakke (1)

 70:10

ball (1)

 15:18

bankruptcy (19)

 37:24;45:7;48:25;

 57:10;66:4;67:7;73:5;

 75:14,16;83:6,8;98:10;

 99:20;102:1;109:3;

 121:5;128:17;130:7;

 131:6

BAP (3)

 70:25;131:8,11

bar (2)

 16:8;133:13

Barnham (10)

 28:7;30:14,20,22;

 47:5;50:22;88:4;92:22;

 113:17;116:12

base (5)

 91:8,18,21;92:18;

 95:16

based (23)

 10:12;28:14,15;

 38:16;40:13;41:8,18,

 24;42:19;43:17;46:7;

 68:20;98:22;99:13;

 100:3;101:3,17;

 102:16;105:7,8;117:3,

 11;130:25

basics (1)

 17:8

basis (8)

 20:11;36:13,13;

 94:15;102:2;120:1,6;

 123:10

Bay (2)

 63:22;108:1

bear (3)

 91:15;93:5;95:17

become (1)

 53:5

beef (1)

 96:21

befallen (1)

 91:12

beg (1)

 84:14

begin (1)

 85:21

beginning (2)

 88:13;112:15

behalf (6)

 3:13;7:3;15:8;19:11;

 52:7;85:5

behind (2)

 20:8;51:8

belabored (1)

 89:9

belief (1)

 12:17

Bell (9)

 28:7;30:24;32:8,9;

 33:17;34:25;35:25;

 47:4;95:1

belongs (1)

 10:2

bench (1)

 18:21

best (3)

 58:9;122:7;131:22

bet (1)

 61:7

better (8)

 3:24;4:12;25:21;

 40:7,9;97:10,11;

 124:16

beyond (3)

 73:25;74:1;84:25

bifurcation (1)

 100:15

big (4)

 28:2;68:15;82:17;

 113:5

billed (1)

 68:17

billion (7)

 14:18,18;40:13;

 68:20;80:19,20;81:19

billions (5)

 41:17;42:19;45:7;

 98:11,17

binding (1)

 86:25

bird (2)

 113:5,5

bit (10)

 14:11;41:14;61:13;

 62:10;85:19,23;89:16;

 93:9;97:12;102:6

bites (1)

 92:20

blessing (1)

 94:5

blew (1)

 20:25

bloc (1)

 107:20

Bob (2)

 85:3;95:25

book (1)

 28:1

born (1)

 119:22

both (14)

 12:24;16:1;19:25;

 75:14;77:9;87:5;

 108:10;110:15;112:10,

 10,12;116:5;121:6;

 122:5

bothered (1)

 112:16

boundaries (1)

 107:22

branch (2)

 20:25;76:13

branches (2)

 86:22;87:5

bridge (1)

 6:7

brief (35)

 4:5,24;12:21;28:24;

 36:24;52:14;62:8;64:5;

 72:17;73:24;77:21;

 78:4,6,9,15,17,21;80:7,

 9,24;84:15,24,25;

 87:22;88:10;90:15;

 93:13,16;104:25;

 107:22;117:20,21;

 118:14;125:15;129:12

briefed (7)

 12:19,20;20:1;23:7;

 77:20,24;78:4

briefing (7)

 12:19;15:6;62:25;

 97:18;106:17;107:23;

 131:21

briefly (3)

 88:1;90:18;93:10

briefs (3)

 12:24;83:16,22

bring (1)

 81:20

brings (1)

 80:4

broken (1)

 47:10

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(2) approval - broken Case: 19-30088 Doc# 4819 Filed: 11/20/19 Entered: 11/20/19 13:14:33 Page 136

of 155
PG&E Corporation; Pacific Gas and Electric Company 

Case No. 19-30088

Chapter 11

November 19, 2019

brought (7)

 33:20;56:7;58:20;

 66:12;116:23;117:5;

 119:3

Bruno (1)

 107:24

build (1)

 124:15

builds (1)

 92:5

built (1)

 92:17

bumping (1)

 11:6

bunch (2)

 104:5,8

burden (2)

 91:16;114:5

burdens (1)

 93:5

Burlington (1)

 94:14

burns (2)

 92:4,7

business (3)

 9:24;74:6;109:18

busy (1)

 49:1

Butte (14)

 63:22;67:13,17;

 68:19;69:5,14,22;70:1;

 74:15;107:25,25;

 108:1;114:21;116:15

bypass (1)

 70:20

bypasses (1)

 70:25

C

Cal (7)

 29:18;73:8,9;114:24;

 115:12,12,18

CalApp4th (1)

 112:15

calendar (4)

 3:9;6:3;18:4;73:4

CALIFORNIA (100)

 3:1;20:2,12;21:3,10,

 14;25:14,18,20,21,25;

 27:10,11,17,21;28:6,

 15,21;29:5,17;30:10;

 31:5;34:13;35:13;36:2;

 37:13,20;38:17;39:1,4;

 41:22;42:6;44:3,12;

 45:4,15;52:11;53:8,12;

 54:10;57:9,21;58:10;

 60:1,2,14;63:19;66:3;

 67:5,10,17,22;68:25;

 69:21;70:2,5,12,12,15;

 71:10;73:12;74:13,14;

 76:20,25;86:3,22,25;

 87:4,21;88:5;89:8;

 92:24;93:4;94:19;95:7,

 13;96:22;98:9,12,14,

 23;100:23;102:25;

 107:2,20;108:3,21;

 110:23;112:11;113:9,

 15;115:2,2;117:8,9;

 120:4;122:24;124:11;

 125:11

Californians (1)

 67:9

California's (3)

 53:6;59:12;88:20

Call (9)

 3:3;15:2;19:3;38:19,

 20;42:24;60:23;

 101:20;113:5

called (8)

 15:1;35:15;88:5,16;

 95:5;109:10;117:3;

 130:6

calling (1)

 104:6

came (5)

 65:17;97:16;106:18;

 108:11;114:14

can (69)

 3:20;4:16;7:13;

 16:23,23;17:7;21:6;

 24:25;27:12,13,15,22;

 28:2;29:8;35:12;38:19,

 20;40:5;42:24;46:3,17;

 48:11;51:24;54:4,18,

 19;55:1;62:1;75:13,20;

 81:18;82:1;90:13;

 93:21,22;96:5,12,13;

 98:1;99:9;102:17;

 105:3,21;107:3;

 108:23;109:3,10;

 112:12,19;115:13,14;

 118:3;122:15;123:10,

 13;124:9;126:16;

 127:12,18,18,21;128:4;

 129:11,21;130:6,7,14;

 131:23;132:7

candidly (3)

 19:15;30:23;35:19

cannon (1)

 90:10

capital (6)

 58:21,22;59:2,3;

 86:2;94:20

capital-raising (1)

 56:1

care (9)

 17:13;32:4;35:17;

 41:6,7;50:4,5;58:23;

 79:23

carefully (1)

 94:25

Carnac (3)

 119:17,19;126:14

carry (2)

 88:7;114:5

carrying (1)

 87:24

case (123)

 6:9;10:21;12:17,20;

 14:2,5,16,19;15:3;

 16:13,15;22:6,8,16,19,

 20,21;26:12;30:8;

 32:13,16,18;36:2,2,23,

 24;37:1,2;38:14;39:7;

 40:8;42:24;44:20;

 45:23;46:19;48:25;

 51:17;57:10;60:6;

 62:23;63:2,4,8;64:20;

 65:10,23;66:6,9,17,19;

 67:17;69:22;70:11;

 71:3;72:17;73:24;

 74:16,24;75:23;76:9;

 78:15,16,25;80:21;

 82:18;83:17,17,20,25;

 84:2,17;85:8;86:3,4;

 88:5,14,16,24;90:5;

 92:1;94:14,15;96:15,

 17,17;100:1;101:23,

 25;103:25;104:1,4;

 105:21,21,23;108:19;

 110:24;112:14,23;

 113:3,4,5,14,22;114:7,

 10;115:16;116:13,13;

 117:23;118:8,12;

 121:1,5,13,23;124:23,

 24;126:8,21;129:7;

 131:3,4,13

case- (1)

 6:6

cases (22)

 20:2;23:6;37:9;38:5;

 46:22;50:24;60:18;

 66:4;68:5;72:8;78:10;

 84:9,13;99:2;108:1,1;

 110:11;112:13;116:15;

 126:9;127:7;131:2

cash (13)

 8:8;12:23;13:1,1;

 14:1,9,12,12,13;80:20;

 81:25;82:3,15

cash-cash (1)

 82:4

catastrophic (1)

 59:14

catch (2)

 113:25;128:14

categories (1)

 28:5

cause (6)

 10:2,13,14;32:6;

 90:25;131:18

caused (5)

 20:25;32:21;87:25;

 88:21;103:11

cede (3)

 5:13;6:16;9:15

certain (2)

 100:16,18

certainly (12)

 22:11;87:5;90:8;

 95:20;99:15,17;120:2;

 121:18,21;122:8;

 123:13;125:18

certainty (2)

 37:19;123:4

certification (11)

 120:20;121:5,7;

 128:2,8;129:18;130:6,

 10;131:7,12;132:9

certified (3)

 120:23;127:18,22

certifies (2)

 115:12;128:18

certify (12)

 12:17;44:11;115:11;

 120:25;121:16,22;

 128:8,9,9,19;129:10,21

certifying (2)

 52:4;122:2

challenged (1)

 110:5

challenging (1)

 43:8

chance (4)

 76:11,14;79:9;

 101:13

change (10)

 23:17;25:15;31:9;

 49:9;59:18,19;60:1,2,

 21;87:7

changed (3)

 25:19;86:7,8

changes (5)

 47:17,17,22;48:1,5

changing (1)

 105:9

chaos (1)

 67:8

chapter (2)

 95:5;127:1

charged (3)

 21:9;46:22;88:6

charity (1)

 94:18

chimera (4)

 86:1;92:1,3;124:9

choice (7)

 28:10,11,18;87:14;

 89:18;90:1,2

chose (2)

 48:13;49:10

circuit (19)

 22:6;27:4,6,11;

 44:11;65:16;70:25;

 72:24;89:12;90:6;

 94:15;115:11,12;

 125:25;128:7,16,20;

 130:14;131:17

circumstance (7)

 20:22;21:2,11;36:22;

 40:19;100:10;123:1

circumstances (10)

 21:3;22:25;23:1;

 29:13;53:8;100:5,8;

 117:12;123:8,24

circumstantial (1)

 64:21

cite (2)

 36:24;88:6

cited (15)

 22:20;46:22;72:16,

 17;78:7,14,16,18;85:8;

 101:23;112:10,15;

 120:25;125:20;127:8

cites (3)

 78:17,19;87:22

citing (5)

 27:7;46:5;73:24;

 103:25;125:18

citizens (2)

 93:4;94:19

citoyen (1)

 94:7

claim (9)

 8:6;9:20,25;10:22;

 11:1;14:10,10;16:10;

 17:5

claimants (13)

 7:4;14:17,19;16:11,

 13,20;17:6,15;62:17;

 63:21;80:5;97:8,17

claimants' (4)

 11:24;12:1;16:15;

 62:24

claimholders (1)

 97:22

claims (22)

 7:22;13:25;16:4,6;

 17:1,2;78:14;79:19;

 80:17;98:7,8,11,14,17;

 99:1,18;100:2,9,10,11;

 101:9,24

clarifies (1)

 113:25

clarify (2)

 101:13;116:9

clarifying (1)

 116:10

class (1)

 16:18

classwide (3)

 16:16,18,19

clauses (1)

 112:8

clean-energy (1)

 59:5

clear (20)

 7:7;10:19;15:1;

 21:13,18;28:6;35:9;

 45:17;46:9;74:8;90:1;

 100:9,11;105:6,24;

 106:2;107:3;122:23;

 124:25;126:21

clearly (5)

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(3) brought - clearly Case: 19-30088 Doc# 4819 Filed: 11/20/19 Entered: 11/20/19 13:14:33 Page 137

of 155
PG&E Corporation; Pacific Gas and Electric Company 

Case No. 19-30088

Chapter 11

November 19, 2019

 23:19;49:10;50:2;

 90:10,11

CLERK (7)

 3:4,9,19,22;4:19;

 16:6;46:16

client (2)

 82:4;130:21

clients (1)

 55:7

clients' (1)

 15:8

climate (1)

 48:17

clock (2)

 84:6,8

close (3)

 72:16;80:10;97:1

closing (1)

 120:11

clue (4)

 26:21,22;27:20;

 57:25

clues (1)

 27:25

Code (7)

 59:19;60:3;108:9,13;

 120:3;127:19,22

Codes (1)

 61:1

coin (1)

 67:5

collateral (1)

 67:15

colleague (2)

 51:18;62:7

colleagues (1)

 19:7

colleague's (1)

 11:2

collect (1)

 8:10

colloquy (1)

 52:10

coming (4)

 16:6;18:8;103:24;

 133:12

comity (6)

 72:1;74:1,5;76:14;

 95:25;96:4

commend (1)

 86:6

comment (2)

 11:2,24

comments (2)

 97:16;120:11

Commission (6)

 43:9;52:21;58:25;

 59:14;96:2;106:9

commissioner (2)

 55:25;56:4

commissioners (4)

 23:16;60:8;106:8,19

committee (1)

 62:21

common (1)

 93:22

commonly (1)

 19:3

community (5)

 20:10;21:7;24:15;

 33:15;53:11

companies (3)

 88:11,12;108:17

company (1)

 95:3

comparable (2)

 90:8,12

compels (1)

 29:11

compensate (1)

 58:8

compensated (2)

 58:6;104:16

compensation (5)

 88:13;93:13;96:13;

 110:9;111:21

competent (1)

 67:21

competing (1)

 116:21

completely (4)

 9:21;23:22;72:25;

 104:25

complimented (1)

 83:4

comport (1)

 99:19

concede (3)

 123:18;125:3,5

conceded (2)

 114:15;123:15

conceding (1)

 103:11

concept (1)

 102:12

concepts (2)

 120:24;121:12

concerned (2)

 89:13;95:21

conclude (6)

 27:15;28:14;29:12;

 32:9;71:24;95:13

concluded (4)

 21:23;36:3;59:15;

 133:24

conclusion (5)

 28:17;29:11;65:17;

 107:4;111:2

concurring (3)

 23:16;26:20;56:4

condemn (1)

 53:22

condemnation (56)

 20:9;21:4;23:22;

 24:10,14;25:23;26:13;

 28:16;29:6;30:12;

 31:23;32:8,10;33:21;

 34:5,22;40:12;41:1,3,

 17;42:17,19;43:9;47:2,

 2;48:3,7;50:10,12;

 54:5;57:2;59:10;80:9;

 88:7,19;91:2,4,9;93:2;

 98:22;99:12;100:25;

 101:15;102:13;103:1,

 5;107:3;108:10,20;

 111:19;112:6,18,21;

 113:20;114:2;124:20

conditioned (1)

 10:22

conduct (1)

 42:16

conduit (1)

 32:1

confer (1)

 46:16

confident (1)

 15:17

confine (1)

 107:22

confined (2)

 35:2;108:7

confirm (1)

 82:3

confirmation (5)

 5:24;7:21;9:7;14:3,8

conflated (1)

 110:13

conflict (1)

 62:24

conflicting (4)

 117:14;129:2,3,4

confronted (1)

 37:9

confuse (2)

 6:25,25

confused (2)

 31:3;100:13

confusion (1)

 6:19

conjecture (1)

 66:7

conjunction (3)

 9:7,9;10:7

connection (1)

 43:4

consciousness (1)

 78:25

consent (4)

 69:23,24;130:20;

 132:8

consequence (3)

 109:16,17,20

consequences (1)

 93:1

consider (6)

 21:24;23:24;52:16;

 62:1;118:15;129:9

consideration (1)

 7:23

considerations (1)

 23:23

considered (2)

 11:7;25:3

consistency (1)

 50:6

consistent (3)

 5:24;6:8;9:11

constitution (12)

 57:2,7,25;59:18;

 60:1;70:5,13;91:11;

 104:4,12;110:6;112:8

constitutional (17)

 20:8;35:16,20;36:19;

 57:1,9;58:16;70:11;

 89:25;93:10;96:3;97:9;

 107:21;108:4,5,10;

 111:23

constitutionality (1)

 77:10

constitutional-law (1)

 84:23

constitutions (1)

 108:4

construction (1)

 77:15

contains (1)

 113:23

contested (1)

 15:1

context (20)

 20:21;30:12;32:24;

 36:10,14;37:8,18;

 45:16;46:10;64:13;

 72:25;97:24;98:5;

 101:22;102:2;106:15;

 110:9;112:18;115:6;

 127:8

contexts (1)

 110:16

context-specific (1)

 36:21

continuance (1)

 18:17

continuation (1)

 5:4

continue (3)

 10:25;11:22;14:22

continued (5)

 6:21;12:16;15:7;

 18:2,16

continuing (2)

 10:24,25

contrary (4)

 10:17;80:25;98:13;

 125:20

contributions (1)

 97:18

control (3)

 11:3;20:3;108:22

controlling (4)

 63:5;82:22;128:24,

 25

controversial (1)

 132:21

conversation (2)

 21:21;46:12

conversion (2)

 65:10,13

convey (1)

 61:19

convince (1)

 81:19

convinced (1)

 22:1

convoluted (1)

 64:25

cooperation (1)

 133:1

coordination (1)

 116:16

copies (1)

 28:4

core (1)

 123:5

Corey (1)

 107:16

corporate-governance (1)

 49:3

Corporation (2)

 3:10;78:15

corrected (2)

 84:15;85:7

correctly (1)

 70:20

correspond (1)

 17:1

cost (41)

 23:21,25;30:7;31:25;

 32:11,16,18,22;33:18;

 39:16,17;40:5,15,18;

 41:20;50:18;53:23;

 55:14;58:21,21;59:2,2;

 60:18;85:24;91:7;93:2,

 8;94:6;95:1,6;96:3;

 103:6;106:13;114:9;

 122:21;123:3,9,14,20,

 25;124:7

cost- (2)

 35:1;103:16

cost-recovery (1)

 43:8

costs (8)

 24:14,19;31:8;32:6;

 41:9;86:5;105:16,23

cost-spread (3)

 35:12;103:20;105:8

cost-spreading (10)

 33:14;35:11;37:16;

 43:18,23;52:17;

 102:10,16,18;103:21

counsel (2)

 12:1;96:10

counsels (1)

 12:13

counsel's (2)

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(4) CLERK - counsel's Case: 19-30088 Doc# 4819 Filed: 11/20/19 Entered: 11/20/19 13:14:33 Page 138

of 155
PG&E Corporation; Pacific Gas and Electric Company 

Case No. 19-30088

Chapter 11

November 19, 2019

 11:21,24

count (4)

 9:16,17,21;97:9

country (1)

 92:8

county (4)

 66:12;69:22;96:15;

 107:25

couple (3)

 122:19;131:2,2

course (13)

 6:12;8:19;15:10;

 26:8;37:19,19;45:25;

 52:9;59:5;63:11;71:23;

 89:12;91:19

Court (782)

 3:3,4,6,8,11,15,17,

 20,23,25;4:2,6,8,10,13,

 15,18,21;5:1,7,12,25;

 6:1,5,10,15,18;7:5,9,

 11,15,17,25;8:4,7,13,

 16,18;9:2,5,8,10,18,22;

 10:9,11,16;11:2,5,8,10,

 15,20;12:3,5,8,22,24;

 13:3,5,8,11,13,16,18,

 24;14:7,25;15:14,17,

 21,25;16:7,9,17,19,21;

 17:8,13,20,23;18:1,15,

 24;19:1,14,18,22,25;

 20:6,13,14,16,18;21:3,

 4,10,14,15,16,18,22,23;

 22:2,5,5,6,10,12,14,15,

 16,21,23;23:2,4,6,8,10,

 12,15,24;24:2,7,9,21;

 25:2,5,7,9,10,12,18,20;

 26:2,8,11,12,14,16,19,

 21,25;27:1,5,10,15,17,

 19,21,23;28:1,6,9,13,

 19,21,23;29:1,3,5,7,9,

 11,15,17,18;30:1,3,9,

 10,14,16,19,21,25;

 31:11,13;32:7,16,19;

 33:1,5,9,11;34:6,10,12,

 14,15,19;35:1,3,4,6,9,

 13,25;36:2,6,8;37:4,13,

 15,17,20,25;38:4,6,18,

 24;39:4,5,10,13,17,19,

 22,24;40:1,3,7,11,17,

 20,22,25;41:5,12,16,

 22,23;42:2,5,6,12,18,

 21,23;43:3,24;44:2,4,7,

 9,11,12,19,21,23;45:1,

 4,9,11,13,15,18,22,25;

 46:2,6,6,9,10,15,16,17,

 21,23,23;47:9,11,15,

 18,20,22,25;48:4,10,

 12,19,21,23;49:12,14,

 17,19,24;50:7,11,13,

 22;51:3,5,14,18,25;

 52:2,11,15,20,23;53:1,

 3,17,19,25;54:16,22,

 24;55:1,5,9,11,16,18,

 22,25;56:3,10,16,20,

 22;57:3,6,8,17,21,24;

 58:3,5,8,10,14,23;

 59:17,22,24;60:5,7,11,

 13,16,20;61:2,4,7,10,

 12,15,24;62:1,3,5,11,

 14,19;63:3,4,6,14,17,

 19,25;64:4,7,12,15,17,

 19,22,24,25;65:3,6,8,

 11,12,13,15,16,16,17,

 18,18,19,20,23;66:1,4,

 5,10,12,12,14,15,18,19,

 22;67:1,5,10,17,22,24;

 68:4,9,11,25;69:2,4,7,

 10,12,15,17,18,19,21,

 24;70:2,3,6,6,9,15,16,

 17,18,19,21,23,23,24,

 25;71:2,5,7,10,13,15,

 18,21,23;72:1,3,5,8,10,

 12,14,20,23,24;73:7,8,

 9,13,13,15,19,22,24;

 74:6,10,12,14,14,18,20,

 22,25;75:2,4,8,9,13,18,

 20,22;76:1,8,18,21,24,

 25;77:4,5,7,13,17,19,

 22,25;78:5,9,12,20,22;

 79:3,6,10,14,23;80:1,3;

 81:1,2,3,7,10,14,16,22;

 82:6,8,13,20,25;83:1,3,

 6,9,9,10,12,15,19,22;

 84:1,4,5,8,12,19,21;

 85:1,4,6,12,14,16;

 86:14,16,18,20;87:10,

 14,18;88:5,16,19,20,

 24;89:2,4,6,8,15,17,24;

 90:7,9,10,13,16,23;

 91:14,20;92:3,14;

 93:12,16,20;94:1,14;

 96:5,9,17,24,25;97:5,

 11,14;98:12,20,23;

 99:4,7,16,20,21,23;

 100:1,4,7,13,24;101:7,

 11,24;102:8,11,21,24,

 25;103:18,21;104:2,5,

 8,14,21,24;105:3,14,

 18,25;106:4,7,18,21;

 107:3,5,7,9;108:2;

 109:2,3,5,13,15,18,22;

 110:3,6,17,23;111:1,

 10,11,13,15,17,22,24;

 112:3,6,17,19,25;

 113:7,10,12,15,16,16,

 18,20;114:13,15,17,23,

 24;115:5,8,9,12,13,18,

 21,23;116:3,5,7,12,14,

 16,17,18,25;117:8,9,

 15,19,25;118:3,6,10,

 11,12,15,16,19,22;

 119:1,6,8,8,9,10,12,15,

 18,24;120:8,10,19,24;

 121:2,10,11,19;122:4,

 9,13,18,24;123:18,23,

 25;124:3,8,11,17;

 125:1,3,6,10,11,22,25;

 126:1,4,10,15;127:5,

 10,21;128:1,5,7,12,17,

 21,24,25;129:3,4,7,11,

 13,17,23;130:1,3,5,12,

 14,22,25;131:3,4,7,8,

 10,10,20,25;132:4,9,

 13,17,20,22,24;133:2,

 7,10,15,17,20

court-of- (1)

 63:18

court-of-appeal (3)

 63:10;64:10;65:22

courtroom (1)

 7:13

courts (25)

 28:17;34:10;37:11;

 38:17;43:11,15;48:20;

 50:4;56:5;57:17,22;

 64:9;67:16;74:7;75:15;

 83:6;89:19;98:9,14;

 100:2;101:25;108:3,

 21;117:14;125:8

Court's (10)

 3:9;22:22;28:15,16;

 48:25;65:24;67:16;

 110:14;115:2,3

cow (1)

 89:2

CPU (1)

 32:22

CPUC (49)

 21:13;23:14,15,18,

 21;24:18;26:4;29:13,

 18,20;30:7;31:3,6,19,

 20;32:3,20,22;33:20;

 37:6;39:15;40:18;

 41:11,20;42:6,15;

 43:10,11;44:13;53:21;

 54:2,3,7;58:24;60:17;

 61:6;102:17,23;105:7,

 19;108:9,13,22,23;

 109:1;112:23;114:4,

 14;115:4

CPUC's (3)

 29:24;53:10;113:23

Cravath (3)

 5:18;19:10;68:15

created (5)

 6:19;25:24;55:20;

 91:10;108:14

creation (1)

 26:5

credit (3)

 62:7;107:5;117:20

creditors (1)

 38:14

critical (6)

 38:22;59:1,8;80:1;

 108:2;127:4

criticize (1)

 41:14

criticizing (2)

 41:11,14

cross-examination (1)

 106:17

crystal (5)

 74:8;90:1;100:9,11;

 105:6

culpable (2)

 103:2;109:9

current (4)

 24:23;59:10;61:18;

 133:5

cushion (1)

 77:9

cusp (1)

 127:1

customers (1)

 59:11

cut (1)

 111:1

cuts (2)

 121:6;124:4

Cuyahoga (2)

 66:12,13

D

daily (2)

 16:5,6

damage (3)

 87:24;88:21;112:2

damaged (3)

 110:8;111:20;113:9

damages (1)

 95:22

Dario (1)

 107:16

data (40)

 11:19;21:23;22:1,6,

 9,10;25:10,13;33:6,8,

 10,12;44:15;46:8;47:4,

 4,12,13;49:12,13,15;

 50:2,3,4;51:5,6,7;

 58:11,18;73:11,14;

 104:5,8;114:24;

 125:24;126:7,7,13,18;

 132:25

date (10)

 5:9,11;6:8;8:21;

 16:8;18:1,3,4,16;

 133:13

datum (10)

 21:23;25:12,13;46:8,

 8;63:5;65:19;104:1,1,3

David (2)

 84:23;85:5

Davis (32)

 97:7,7,12;98:25;

 99:5,15,17,25;100:5,8;

 101:5,8,22;102:9,15,

 22;103:15,20,24;104:6,

 10,15,22;105:2,6,15,

 19;106:2,5,14,20;107:1

day (6)

 8:24;19:19;42:6;

 52:7;133:18,18

days (3)

 73:1;107:18,24

DC (3)

 67:6;84:24;97:9

de (57)

 62:17;97:1,2;106:25;

 107:10,15,16,16;109:4,

 12,14,17,20;110:2,4,

 18;111:8,11,14,16,25;

 112:4;113:3,8,11,14,

 19;114:14,16;115:1,7,

 20,22;116:1,4,6,8,15,

 20;117:1,24;118:2,5,7,

 11,18,21,24;119:2,7,

 10,14,16,20,25;120:9;

 122:19

dead (1)

 13:21

deadline (1)

 49:2

dead-wrong (1)

 88:4

deal (8)

 14:8;18:6;45:3;57:5;

 68:15;82:17;115:18;

 133:12

dealing (2)

 69:13;86:8

deal's (1)

 13:21

debate (1)

 29:8

debating (1)

 54:18

debtor (6)

 11:12;18:2;68:6;

 80:8,10;82:3

debtors (8)

 3:13;5:5,20;19:11;

 77:15;83:5,7;97:23

debtors' (1)

 115:24

debtor's (4)

 9:24;11:21;15:4;

 81:25

decades (2)

 35:18;50:9

December (13)

 5:6;6:2,2,5;8:21;

 18:1,16;67:17;68:12,

 25;70:2;82:19;126:25

decide (23)

 10:17;17:9,10;22:2;

 24:18;25:21;34:2,3;

 36:15;41:10;51:9;58:9;

 60:22;80:12,23;81:4,6,

 8,8;115:11,18;124:15;

 127:7

decided (7)

 22:16,24;23:6;25:15;

 36:25;126:23;127:5

deciding (4)

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(5) count - deciding Case: 19-30088 Doc# 4819 Filed: 11/20/19 Entered: 11/20/19 13:14:33 Page 139

of 155
PG&E Corporation; Pacific Gas and Electric Company 

Case No. 19-30088

Chapter 11

November 19, 2019

 15:23;21:9;42:16;

 97:25

decision (44)

 22:23;23:15,18;

 26:20;27:7,8;31:6;

 32:3,4;36:18;37:7;

 41:25;43:8,20;50:8,9,

 9;52:20;60:8;65:14,22,

 24;66:4,10;67:16;69:4;

 77:9;79:17;102:17,23;

 104:2;105:7,20;

 106:18;113:21,22;

 116:22;121:1,3,24;

 127:3;128:24,25;

 130:25

decisions (25)

 23:6;25:10;28:15;

 34:16;37:23;38:25;

 39:1;43:12;63:11,19;

 64:11;74:8;77:9;87:22;

 89:15,17,19,22,25;

 108:23;116:18;117:14;

 129:2,3,4

declaration (1)

 31:20

declared (1)

 66:9

declined (1)

 47:12

decoupling (1)

 52:17

decree (1)

 129:6

deemed (1)

 59:7

defendant (2)

 130:8,9

defer (1)

 6:23

deference (1)

 22:22

deferential (1)

 100:19

defined (1)

 108:16

defines (1)

 104:18

definitively (1)

 105:22

demand (1)

 65:12

demonstrate (1)

 86:12

denial (10)

 53:10,10;63:3;78:2;

 117:16;119:4;123:20,

 22;125:23;131:13

denied (23)

 32:17,22;65:15,21;

 67:11,14;69:4,20,21;

 76:11;113:16,16;

 117:1,4,6;118:16,16,

 23;119:5,9,11;123:25;

 131:4

denies (1)

 117:15

Dennis (1)

 3:5

deny (3)

 107:8;115:13,24

depart (1)

 66:14

department (1)

 92:5

depend (1)

 14:21

depending (2)

 14:18;79:19

describe (1)

 55:5

described (2)

 22:11;90:21

describing (2)

 31:13,15

descriptors (1)

 91:6

desperately (1)

 87:7

despite (2)

 35:18;87:3

destroyed (1)

 94:9

detail (1)

 106:6

detailed (1)

 30:24

determination (5)

 14:20;38:16;106:15;

 113:1;123:13

determine (4)

 29:20;106:10,11;

 131:11

determined (2)

 29:18;32:23

determining (1)

 127:17

Detroit (1)

 92:9

devastating (1)

 53:14

developed (5)

 20:20;31:23;34:22;

 35:1;61:5

devote (1)

 51:19

dialogue (1)

 77:24

dicta (1)

 33:22

dictate (1)

 35:12

died (1)

 65:3

Diego (6)

 31:16;32:20;39:19;

 53:9,11;118:8

differ (1)

 56:17

difference (1)

 63:15

different (28)

 22:13;23:6;28:17,21;

 29:24;36:22,22;37:3;

 42:3,11,24;47:6;49:1;

 63:8;64:15,16,17,18,

 19;65:17;66:24;82:22;

 83:12;94:2;98:19;

 114:3,3;121:12

differently (3)

 27:16;125:6,7

difficult (2)

 131:21;132:18

difficulty (1)

 55:20

digressing (1)

 24:21

Diii (1)

 130:18

direct (17)

 60:17;70:1,24;76:12;

 120:14,20,23;121:10,

 15,16,22;122:2;129:8,

 19;130:2,4,10

direct- (1)

 51:21

directly (2)

 59:12;97:13

disagree (11)

 63:1;83:11;102:24;

 122:8,22;123:6;

 126:16;128:25;129:15;

 130:19;132:2

disagreed (1)

 121:3

disagreeing (1)

 131:16

disallow (2)

 98:17;102:3

disallowed (1)

 9:20

disallowing (1)

 98:11

disappearing (1)

 11:7

disapprove (2)

 8:22;9:1

disapproved (1)

 12:18

disapproving (1)

 9:10

disclosure (1)

 131:14

discount (1)

 13:20

discretion (2)

 14:22;131:11

discretional (1)

 38:2

discretionary (1)

 117:10

discriminate (1)

 36:12

discrimination (2)

 36:5,14

discuss (1)

 79:11

discussing (1)

 50:14

discussion (6)

 8:17;97:19;112:14;

 113:23;114:17;129:17

discussions (2)

 5:3,4

dismiss (1)

 17:19

displacement (1)

 133:12

dispositive (3)

 65:21;117:25;125:21

dispositively (1)

 131:22

disproportionate (1)

 91:15

disproven (3)

 32:13;34:1;39:2

dispute (3)

 61:20;123:13,16

disputed (6)

 80:18;81:12,20;

 97:24;102:19;123:12

disregard (3)

 21:25;63:20;101:15

distinction (2)

 54:2;66:20

distribute (2)

 20:9;109:21

distribution (3)

 21:5,12;29:14

district (6)

 70:25;84:4;121:2;

 129:20;131:8,10

districts (1)

 20:3

disturb (1)

 64:10

divorce (1)

 54:8

divorced (1)

 53:14

docket (8)

 6:20,21;18:18;19:4,

 12;51:20;52:9;78:12

doctrine (28)

 25:24;27:14;28:16;

 35:22;37:12;40:14;

 43:17,23,25;44:1,4;

 49:5;51:8;61:5,18;

 72:12;73:25;85:25;

 91:9;99:23;102:1;

 103:1,8,13,16;104:6;

 111:23;123:10

doctrine's (1)

 123:5

document (2)

 78:24;133:6

dollar (1)

 9:25

dollars (9)

 40:13;41:17;42:19;

 45:7;68:17,20;80:19;

 81:19;98:17

dollars' (1)

 98:11

Donato (14)

 5:9;11:3;16:13;

 39:14;40:11;74:3;

 75:24;79:18,21;80:22;

 81:21;99:13;100:19;

 129:10

Donato's (1)

 68:23

done (10)

 6:8;20:1;22:17;

 51:12;69:3;71:2;95:19;

 121:4;130:15;131:2

door (4)

 12:2,10;13:4,9

double-negative (1)

 123:23

doubt (3)

 53:15;61:21;132:14

down (17)

 15:22;18:8;20:23;

 21:21;39:7;40:5;41:19,

 19;42:14;54:6;59:7;

 80:17;81:21;92:5,7;

 101:21;115:14

downgrades (1)

 54:10

dozen (2)

 87:22;121:19

drafted (2)

 125:6,7

drafters (1)

 125:3

dramatic (1)

 92:7

dramatize (1)

 87:3

drank (1)

 124:18

draw (4)

 54:18;60:23;86:10,

 19

drawn (2)

 54:2;60:23

drive (2)

 4:10;80:17

drives (1)

 60:7

due (7)

 17:18;94:1,1,10,11;

 108:17;112:8

during (2)

 89:18;127:9

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(6) decision - during Case: 19-30088 Doc# 4819 Filed: 11/20/19 Entered: 11/20/19 13:14:33 Page 140

of 155
PG&E Corporation; Pacific Gas and Electric Company 

Case No. 19-30088

Chapter 11

November 19, 2019

E

Eachus (1)

 88:6

earlier (3)

 5:25;121:23;126:6

early (1)

 126:22

easier (1)

 122:2

easily (2)

 86:8;122:22

Eastern (1)

 95:21

Easton (1)

 93:21

easy (1)

 54:20

echo (1)

 3:18

echoing (1)

 4:16

economy (1)

 59:12

Ecos (2)

 89:5,21

Edison (2)

 53:8;113:9

effect (5)

 71:8;87:12,23;

 108:18;127:2

effectively (2)

 47:7;102:2

efforts (1)

 11:23

eight (1)

 28:4

either (14)

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 44:10;51:22;74:18;

 77:2;89:17;107:7;

 122:16;127:23;130:15;

 131:7

elected (1)

 95:13

Electric (7)

 39:20;53:9,11;88:11,

 17,20;118:8

electrical (1)

 72:2

electricity (5)

 50:25;59:13;87:21;

 109:19,21

element (1)

 67:23

elements (1)

 65:10

elephant (1)

 12:15

eleven (4)

 67:18;80:19,20;

 81:19

eleven-billion-dollar (1)

 8:6

else (5)

 36:23;62:12;76:15;

 101:19;115:15

else's (1)

 19:2

emerged (1)

 45:6

enacted (1)

 48:24

end (14)

 18:5;21:21;38:5;

 42:5;43:15,19,20;

 52:14;73:4;87:23,25;

 111:4,6;113:1

engage (6)

 29:19,21;87:13;

 102:16,18;112:1

engaged (1)

 34:6

engaging (1)

 50:24

enjoy (1)

 93:4

enlarge (1)

 85:19

enlarging (1)

 88:18

enough (2)

 13:17;130:18

entered (2)

 69:22;133:4

Enterprises (2)

 93:21;95:21

entire (4)

 12:17;21:21;24:15;

 33:15

entirely (3)

 41:24;43:18,25

entities (1)

 31:24

entitled (4)

 15:9;78:22;83:5;

 125:16

entitlement (1)

 42:8

entity (16)

 20:21;30:11,11,13;

 34:4,24;36:4,15;37:2,8,

 8,10,11;57:23;91:20;

 124:12

equipment (1)

 88:21

equitable (1)

 96:20

Equity (3)

 82:5,8,16

equivalent (2)

 82:15,15

Erie (1)

 87:14

erred (1)

 42:6

error (5)

 97:6;108:24,24,25;

 131:12

escape (1)

 93:1

essentially (7)

 86:3;87:9;95:8;

 97:20;103:8;117:11,12

established (1)

 72:21

estimate (1)

 78:14

estimated (1)

 100:2

estimation (28)

 10:24;45:17,21;

 46:11,13,21,22;62:23;

 68:14,18,23;77:12,21;

 79:17,18,20;80:19,22;

 97:25;98:6,6;100:2,3,

 21;101:2,23;102:3;

 127:8

estimations (1)

 99:13

estimation's (1)

 101:1

estimator (1)

 101:1

even (20)

 9:21;13:4;31:8,21;

 32:20;33:19,23;52:4;

 66:2,5;78:10;87:14;

 91:5,22;93:8;94:9;

 96:13,15;104:18;130:7

event (2)

 33:22;102:5

eventually (1)

 57:21

everybody (4)

 47:7;86:24;87:4;

 115:15

everyone (6)

 3:6;19:1;101:19;

 115:16;131:20;133:22

everyone's (1)

 109:10

everything's (1)

 39:7

evidence (6)

 64:21;95:2;105:20;

 106:16;117:4,22

exactly (4)

 27:3;31:5;100:5;

 106:20

examination (1)

 120:6

examine (1)

 108:4

example (3)

 20:22;105:11;114:4

exceed (1)

 19:22

exceedingly (1)

 38:2

except (1)

 15:25

excerpts (1)

 28:23

exclusive (1)

 5:21

Excuse (2)

 85:2;97:5

exercise (2)

 41:9;87:13

exercising (1)

 41:25

exhaust (2)

 72:9,11

exhausted (1)

 38:7

exhaustion (4)

 72:14,18,20;73:2

exhaustion- (1)

 84:1

exhaustion-of-administrative-remedies (1)

 83:25

Exhibit (1)

 31:19

exhibits (1)

 118:14

exist (3)

 21:12,13;86:1

existing (1)

 5:22

exists (1)

 51:13

expect (3)

 45:18,20;95:1

expected (1)

 35:13

expedient (1)

 127:4

expedited (1)

 122:7

expenditure (1)

 86:2

expensive (2)

 53:6;56:2

expert (2)

 84:23;106:17

experts (1)

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expires (1)

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explain (7)

 64:20;68:14;69:8;

 118:22,24,25;128:11

explained (2)

 101:19;122:20

explicitly (1)

 41:3

explosion (1)

 107:24

extend (1)

 5:21

extended (1)

 111:25

extension (2)

 5:23;16:8

extensive (2)

 15:5;113:23

extensively (2)

 20:1;125:16

extent (3)

 14:17;16:10;107:4

extra (1)

 22:22

eyes (1)

 93:17

eye-to-eye (1)

 104:22

F

face (4)

 27:16;44:15;53:12;

 72:7

faced (1)

 52:12

facilitate (2)

 5:4;11:23

facilities (1)

 95:18

facility (1)

 92:17

fact (38)

 6:12;7:6,20;13:20;

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 63:15;65:19,20;72:21;

 80:18;81:12,20;82:23,

 24;88:8;89:20;91:21;

 92:22;97:24;101:3;

 102:18;104:16,18;

 106:16;115:8,17;

 121:12;123:14,16,16

facts (10)

 52:15;61:23;69:11;

 80:11;89:10;90:5;

 100:4;105:10;107:5;

 123:12

factual (5)

 16:4,23;80:12;102:6;

 108:24

factually (2)

 63:18,20

fail (1)

 100:9

fails (2)

 99:12;114:8

fair (3)

 13:13,17;58:22

fall (2)

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false (1)

 36:18

familiar (2)

 46:24;129:18

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(7) Eachus - familiar Case: 19-30088 Doc# 4819 Filed: 11/20/19 Entered: 11/20/19 13:14:33 Page 141

of 155
PG&E Corporation; Pacific Gas and Electric Company 

Case No. 19-30088

Chapter 11

November 19, 2019

far (6)

 48:7;89:12,17;95:11,

 21;110:19

Farr (2)

 7:2;97:7

fast (2)

 115:10,16

fatal (3)

 73:20;75:24;85:25

fault (4)

 43:16;101:12;

 113:24,24

faulted (1)

 32:19

favor (2)

 116:23;122:9

feature (1)

 91:2

federal (18)

 35:20;44:11;65:16,

 17;66:1,11,18;71:25;

 74:1,4,7;76:14;83:6,6;

 96:4;112:11;115:9;

 129:3

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 95:24;96:4

feedback (2)

 4:8,15

feel (2)

 15:17;119:25

feeling (1)

 50:13

Feldman (28)

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 10,12,16,18;8:3,5,8,14,

 17,25;9:3,6,9,13,19;

 10:10,14,20;11:4,6,9;

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FERC (4)

 121:9,13;131:1;

 132:9

few (1)

 73:1

fiduciary (1)

 80:5

fifteen (8)

 14:18;19:16;51:19;

 62:17,18;107:11,12;

 120:16

fight (2)

 39:20,20

figure (1)

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file (5)

 16:23;17:2,19;65:22;

 70:13

filed (10)

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 37:24;68:24;78:14,17;

 80:6;133:7

filing (4)

 5:20;16:25;17:5;

 127:1

final (13)

 38:7,11;67:16;74:15;

 96:11;120:25;121:7,

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 128:4,20;131:15

finally (2)

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find (5)

 26:17;77:5;83:7;

 85:20;120:6

finding (2)

 112:20,21

fine (4)

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 107:12

finish (6)

 48:12;61:15;80:14;

 106:12,12,24

finishes (1)

 120:15

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 20:23,24;24:11;31:7,

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 67:12,13,13;86:11;

 92:5,5;103:10,11,12;

 107:24;108:1,1;

 114:21;116:15

fires (18)

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 106:15,16;107:19,25,

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 108:8;111:19,22;

 116:20;121:1;127:15,

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 115:9

fit (1)

 44:1

five (6)

 19:20;40:15;44:17;

 59:25;62:23;106:19

fix (7)

 29:22;56:4,5,17;

 58:15;60:7,7

fixated (2)

 114:1,1

fixed (4)

 48:19;56:8,9,11

flag (1)

 57:25

Flint (3)

 92:10,16;124:14

flip (1)

 101:14

flippant (1)

 55:12

flips (1)

 114:6

flood- (1)

 20:2

fly (1)

 98:19

focus (3)

 97:12;108:5;111:18

focusing (1)

 130:1

folks (4)

 78:4;79:2;80:16;

 92:25

follow (2)

 96:5;98:20

follows (1)

 81:23

footnote (4)

 33:19;90:9;92:21,21

force (2)

 23:19;59:9

forget (8)

 29:14;35:14,15,15,

 16;51:9;69:3;129:23

forgive (1)

 95:6

forgiving (2)

 94:11;95:12

forgot (1)

 97:6

forgotten (1)

 56:3

form (2)

 7:23,24

formality (1)

 67:25

forms (1)

 20:11

formula (1)

 54:20

forte (1)

 93:11

forty (3)

 19:21,23;79:19

forty-five-percent (1)

 9:25

forum- (1)

 83:1

forum-shopping (4)

 38:20,20;83:1,5

forum-shopping's (1)

 83:3

forward (7)

 6:14;48:19;63:24;

 74:4;85:22;92:25;95:2

forward-looking (1)

 26:6

found (8)

 54:6,7,13;61:1;

 103:2;105:4;114:11,12

four (7)

 25:20;27:1;41:19;

 62:8;89:15;108:2,8

framed (1)

 105:17

framers (1)

 88:8

framework (1)

 21:12

FRANCISCO (2)

 3:1;66:4

frankly (1)

 89:24

frequently (1)

 20:16

friend (1)

 112:19

friends (1)

 31:4

front (8)

 5:9;14:5;17:25;

 43:15;78:17;80:22;

 81:21;83:10

full (1)

 19:16

function (6)

 50:20,24;56:1;87:15;

 109:25,25

fund (4)

 26:5;48:5;49:2;

 86:11

fundamental (17)

 20:7,11;21:11;24:6,

 24;29:4;31:21;33:25;

 34:1;35:11;67:22;

 68:13;91:7,8;105:9;

 123:5;125:1

fundamentally (8)

 23:13;33:17;34:20;

 39:3;42:3,11;43:13;

 124:21

funny (2)

 78:5;119:15

furniture (1)

 119:21

further (3)

 5:21;18:17,19

future (4)

 54:11;59:4;98:18;

 103:6

G

Gallagher (2)

 7:3;97:8

Gas (7)

 29:18;32:20;39:20;

 53:9,11;107:24;118:8

gave (2)

 28:4;62:7

Gay (5)

 36:1,17,20,25;37:7

Gee (2)

 94:10,17

general (1)

 43:4

generally (1)

 31:22

gets (3)

 16:13;45:2;80:20

Getty (6)

 20:23,23;24:11;

 103:10,11,12

Ghetaldi (57)

 62:18;97:1,2;106:25;

 107:10,15,16,16;109:4,

 12,14,17,20;110:2,4,

 18;111:8,11,14,16,25;

 112:4;113:3,8,11,14,

 19;114:14,16;115:1,7,

 20,22;116:1,4,6,8,15,

 20;117:1,24;118:2,5,7,

 11,18,21,24;119:2,7,

 10,14,16,20,25;120:9;

 122:19

Giants (2)

 49:23,24

given (13)

 37:15;59:25;61:21;

 89:20,21,21,21;108:15;

 121:25;122:24;124:6;

 125:12,13

gives (1)

 128:6

glad (1)

 133:20

glean (1)

 124:23

goal (2)

 7:16;88:10

goals (1)

 59:5

God (4)

 20:24;24:12;68:16;

 103:10

goes (12)

 7:22;9:19;24:2;

 30:24;39:14;82:6,8;

 92:4;106:5,5;109:25;

 123:4

Good (20)

 3:6,7,11,12;4:19;

 14:20;19:7,10;20:9;

 34:23,24;36:12;40:5;

 52:5,6;85:12;94:21;

 95:14;112:14;124:18

Gotshal (1)

 3:13

government (6)

 47:7;87:6;94:16;

 95:23;96:12;104:19

governmental (5)

 34:4;37:1;57:18;

 91:22;124:12

governments (1)

 96:5

governor (2)

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of 155
PG&E Corporation; Pacific Gas and Electric Company 

Case No. 19-30088

Chapter 11

November 19, 2019

 58:24;59:7

governor's (1)

 23:19

grabbed (1)

 84:21

graft (1)

 66:22

grant (4)

 66:15;68:7;69:1;

 82:17

granted (4)

 38:3;63:23;68:1,2

grapple (3)

 35:25;57:21;61:24

great (4)

 17:3;28:2;50:18;

 53:14

grew (2)

 43:18;119:22

grid (1)

 59:3

grips (1)

 53:12

grossly (1)

 91:22

ground (1)

 113:13

grounds (1)

 12:19

group (3)

 7:3;81:3,4

guarantee (11)

 31:25;32:14;33:14;

 59:11;112:11;122:21;

 123:1,4,9;124:8,13

guaranteed (6)

 35:23;44:1;92:19;

 95:15;123:14;124:7

guarantees (1)

 95:6

guess (14)

 10:20;14:25;29:13;

 33:23;40:13;42:21,23;

 72:7,10;81:22;88:16;

 102:24;105:4;115:12

guilt (1)

 78:25

gun (1)

 39:6

G-U-R-N (1)

 89:1

Gurney (1)

 124:24

Gurnsey (7)

 88:16,16;89:1,2,2,7,

 21

gut (1)

 10:13

H

haircut (2)

 9:25,25

half (2)

 111:1;121:19

hand (1)

 32:2

handed (1)

 124:25

handing (1)

 5:18

happen (5)

 10:23;66:7;68:22;

 98:19;102:4

happened (15)

 31:5;48:8;63:20;

 67:14;74:2;88:16;93:9;

 98:9,14,16;99:1,20;

 106:23;116:12;131:5

happening (2)

 4:18;67:3

happens (5)

 8:21;41:21;45:13;

 91:6;119:15

happily (1)

 18:20

happy (2)

 82:9;122:14

hard (2)

 52:15;132:18

harden (1)

 59:3

hate (2)

 90:3;122:1

Hear (15)

 3:19;4:1,16;13:19;

 16:21;46:17,18,20;

 51:18;52:3;73:12;

 81:16;89:8;106:24;

 128:7

heard (12)

 11:12;13:18;56:24;

 79:20;83:4;99:7;

 101:25;106:16;114:17;

 119:17;129:4;131:14

hearing (8)

 5:8;6:8;14:3;17:25;

 18:2,16;100:22;102:14

hearings (2)

 18:6;116:16

hears (2)

 9:23,23

heightened (1)

 93:24

held (1)

 105:22

helpful (1)

 85:20

here's (7)

 14:4;39:16,17;68:18;

 78:13;126:14,15

high (1)

 14:11

higher (1)

 11:1

highest (6)

 22:1,23;56:13;61:21;

 65:23;66:9

highlight (1)

 90:22

himself (1)

 122:20

hired (1)

 68:15

histories (2)

 108:3,8

history (14)

 20:2;24:13;57:9;

 97:2;99:5;107:10;

 108:5,6,6,7;116:10;

 120:2;123:18,18

hit (1)

 45:2

hoc (1)

 7:3

hold (5)

 3:17;4:8;43:15;

 46:15;65:18

holding (1)

 12:16

holdings (1)

 110:21

holiday (1)

 133:11

holidays (1)

 18:5

homework (2)

 19:7,9

honest (1)

 64:23

Honor (139)

 3:7,12,14;5:19;7:1,6,

 19;8:5,12,25;9:13,15;

 10:6,20;11:9;13:17;

 14:5;17:4,18,25;18:23;

 19:10,12,24;20:7,11,

 20;21:9,21;22:18;23:3,

 13;24:1,6,24;25:8,23;

 26:18;28:5,7,12;29:2,4,

 23;30:5,23;33:2;34:9;

 35:8,19;36:23;37:17;

 38:9,23;39:9;40:2,9;

 42:4,11;43:7;44:1,20;

 45:6,12,20;46:7,13,20;

 47:13,24;48:11;49:11,

 18;50:2;51:9;52:6;

 56:19;61:17,25;62:10,

 22;68:17;76:17;78:11,

 13,17;79:2,8,13;80:16,

 25;83:11,24;84:20;

 85:11,22;86:1,6;87:4;

 88:4;89:20;91:25;

 92:11;93:9,19;94:7,24;

 95:9,24;96:23;97:3,7;

 104:3;107:15,18;

 108:21;109:12;110:2;

 111:17;115:1;116:2,9;

 119:17;120:18;121:18;

 122:11,17,23;124:2,19;

 125:15;126:13;127:6,

 9;131:24;132:19;

 133:13,14,23

Honorable (1)

 3:5

honors (2)

 62:6;71:10

Honor's (6)

 5:3;14:15;36:9;91:1;

 102:3;122:6

hook (1)

 103:9

hope (2)

 16:14;43:19

hopefully (1)

 95:17

hoping (1)

 80:19

horrendous (1)

 94:8

Hostetler (1)

 62:21

hour (6)

 19:6,13,16;62:16;

 90:20,23

house (1)

 92:5

huge (1)

 101:17

hundred (5)

 28:11;35:14;37:21;

 47:5;90:9

hundred-percent (1)

 43:22

hung (1)

 122:1

hurt (1)

 80:18

I

i2 (2)

 128:18,19

idea (3)

 67:4,19;81:18

identified (3)

 22:6;31:17;51:10

ignore (3)

 48:15;49:7;72:1

iI (1)

 128:22

III (1)

 9:17

imagine (1)

 22:17

immediate (6)

 67:20;70:13,14,14;

 88:10;129:5

impact (2)

 7:13,18

impacts (3)

 8:23;59:12;70:11

implausible (1)

 95:10

implied (1)

 67:19

importance (3)

 132:7,10,14

important (28)

 22:19;28:10;56:7;

 59:7;65:8;67:20;70:11;

 71:11;77:12;79:17,22,

 24,24,25;82:24;90:19;

 95:4;96:12;108:2;

 120:21,22;121:2,25;

 122:12;125:1;126:6;

 129:5,9

importantly (2)

 55:6;106:14

imposed (1)

 41:8

imprecise (1)

 27:20

improvement (1)

 93:4

imprudence (3)

 61:8;86:16;123:21

imprudent (9)

 31:7,17,24;32:5,20;

 43:4;53:21;54:7,19

inability (1)

 105:8

inaction (2)

 58:12;61:22

include (3)

 47:4,5,7

including (5)

 5:23;56:24;100:18;

 108:16;132:6

inconsistent (3)

 8:12;38:25;39:3

increase (2)

 58:21;59:2

increases (2)

 16:12;33:23

increasingly (1)

 53:13

incredible (1)

 106:6

indeed (2)

 86:7;127:6

indicate (1)

 56:14

indication (3)

 53:21,25;54:1

Indicators (2)

 28:3;52:11

individual (3)

 17:1,1;91:11

individuals (1)

 33:16

indubitable (3)

 82:14,16,17

inexorably (1)

 7:20

influenced (2)

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of 155
PG&E Corporation; Pacific Gas and Electric Company 

Case No. 19-30088

Chapter 11

November 19, 2019

 34:21;35:17

information (3)

 27:12;61:25;133:6

informative (1)

 127:16

ingrain (1)

 66:22

ingrained (1)

 108:12

inherently (1)

 96:14

initial (2)

 43:20;114:5

injured (1)

 49:20

input (1)

 7:23

inquiry (1)

 36:21

insolvent (1)

 80:21

instance (1)

 24:14

instead (2)

 36:1;63:5

instituted (1)

 58:25

institutions (1)

 55:21

instructing (1)

 79:3

instruction (2)

 78:22;125:17

insured (1)

 16:11

insured-versus- (1)

 9:20

insurer (1)

 9:21

intended (1)

 88:1

interesting (4)

 57:8;86:9;89:14;

 104:17

interject (1)

 102:7

interlocutory (7)

 38:1,2;117:8,16;

 121:14,16;129:21

intermediate (9)

 22:13,22;23:5;25:9;

 27:10,17;44:11;57:22;

 70:21

intermediate-level (1)

 38:25

interpret (3)

 27:9;48:20;101:14

interpretation (2)

 59:15;128:3

interpreted (3)

 27:11;54:3;125:14

intervened (1)

 87:10

intimated (1)

 114:10

into (21)

 7:23;10:1;13:4,5,8,

 10;16:6;20:25;42:17;

 43:10;45:7;49:21;67:8;

 84:25;93:7,9;100:14;

 101:2;106:5;111:22;

 127:2

inverse (79)

 20:8,11,20,22;21:4,

 8;23:22;24:5,8,10,13,

 15,25;25:23;26:12;

 28:16;29:6;30:12;

 31:23;32:7,10;33:21;

 34:4,22;40:12,25;41:3,

 17;42:17,19;43:9;45:2;

 47:1,2,6,10;48:3,6,9;

 50:10,12;51:13;54:5;

 57:2;59:10,16;61:18;

 68:20;69:17;75:25;

 79:17;80:9,23;88:7,19;

 91:2,3,9;93:1;98:22;

 100:25;101:15;102:12;

 103:1,4;107:3;108:9,

 20;110:21;111:19;

 112:6,18,21;113:20;

 114:2,11;116:22;

 122:25;124:20

inverse- (1)

 99:11

inverse-condemnation (12)

 5:17;19:3;52:18;

 60:18;85:25;91:6;

 99:18;103:22;105:9,

 23;111:6;120:7

inverse-condemnation-related (1)

 86:5

investability (1)

 48:2

investment (1)

 48:6

investment-grade (1)

 54:11

investor (1)

 53:11

investor-owned (9)

 24:17;30:8;32:2,10;

 36:3;37:1;53:6;110:22;

 112:7

invitation (1)

 47:12

invoke (1)

 51:21

invoked (1)

 70:4

involved (5)

 10:24,25;74:5,7;

 112:24

involves (2)

 128:23;129:1

involving (3)

 30:8;63:21;129:3

IOU (2)

 57:19;105:22

IOUs (3)

 53:12,20;57:13

IOUs' (1)

 59:3

irrational (3)

 35:21,24;94:17

irrelevant (3)

 8:15,16;23:23

issue (87)

 5:17;6:22,25;7:21;

 9:1,3,22,23;10:1,6,12;

 11:12;14:2,9,13;16:15;

 18:17;21:15;24:22;

 26:7;31:7;32:3,4;

 37:12;38:19;39:8;42:3;

 43:13;52:12,16;56:14;

 57:1;59:1,1;61:23,24;

 64:2;65:5,7,9;70:11;

 72:24;73:7;76:14;

 77:11;80:11,12,18;

 81:12,13,20;97:14,25;

 98:5;101:25;107:21,

 23;108:7,19,21;109:6,

 23;110:13,15;112:14;

 114:18,18,19;116:10;

 117:11,13;120:22,22;

 122:1,12,20;123:7,11;

 124:21;126:22,23;

 127:5;131:21;132:18,

 21;133:12,13

issued (3)

 6:20;19:4;27:7

issues (12)

 7:8;14:5;16:4;26:6;

 42:24;46:25;62:23;

 101:3;102:6;108:17;

 114:16;122:1

issue's (1)

 48:18

item (3)

 4:23;5:19;18:12

items (1)

 3:16

J

January (3)

 68:13,25;127:1

Jeopardy! (1)

 119:19

Jessica (1)

 3:12

jesting (1)

 90:24

Jim (1)

 52:6

job (2)

 21:19;99:22

Johnston (55)

 19:19;50:15;52:5,6,

 6,22,24;53:2,4,18,24;

 54:1,21,23,25;55:4,6,

 10,15,17,19,23;56:1,6,

 12,19,21,23;57:4,16,

 20;58:2,4,7,9,17;59:21,

 23;60:4,6,10,12,14,17,

 25;61:3,5,9,11,14,17;

 62:4,5;81:4,4

joint (1)

 130:6

Jones (2)

 19:19;52:7

Joseph (1)

 97:7

Judge (24)

 5:9;11:3;16:13;

 39:14;40:11;68:23;

 74:2;75:24;76:13;

 78:24;79:18,21;80:22;

 81:21;88:8;99:13;

 100:19;116:18,19;

 121:2;129:10;130:7,8;

 131:12

judges (3)

 116:17;125:25;

 129:20

judgment (10)

 9:24;16:24;38:11;

 69:22;75:10;98:22;

 126:8;128:22;129:1,6

judicial (9)

 25:24;66:24;72:9;

 100:15,16;108:6;

 116:10;127:19,22

judicially (1)

 91:10

Julian (179)

 9:15;10:16;11:10,16,

 19,21;12:4,7,9,23;13:1,

 4,7,9,12,15,17,22,25;

 14:8;15:13,16,20,24;

 16:1,8,10,18,20,22;

 17:12,18,22,24;18:10,

 14,23,25;28:4;62:6,9,

 13,16,20,20;63:13,16,

 18;64:1,6,9,14,16,18;

 65:2,5,7,9,12;66:21,25;

 67:2;68:3,8,10,12;69:6,

 8,11,13,16,19,25;70:4,

 8,10,18,22;71:1,4,6,9,

 14,15,17,20,22,25;

 72:4,6,11,13,16,22;

 73:6,11,18,21,23;74:1,

 11,16,19,21,24;75:1,3,

 7,11,17,19,21,23;76:7,

 10,23;77:3,6,8,14,18,

 20,23;78:1,8,11,13,21;

 79:5,7,13,15,25;80:2,4;

 81:2,6,9,11,15,18;82:5,

 7,11,19,21;83:8,14,18,

 21,24;84:3,7,11,17,20,

 22;85:2,7;97:15;

 107:11;117:20;120:12;

 127:11,14,25;128:3,6,

 16,22;129:16,22,25;

 130:11,20,23;131:9,18;

 132:1

Julian's (3)

 76:20;103:7;125:19

July (3)

 47:12;48:24;78:13

jump (2)

 39:6;44:14

June (1)

 44:25

juries (1)

 79:3

jurisdiction (7)

 40:11;92:24;108:22;

 115:2,3;128:7,17

jurisprudence (4)

 35:18;36:11;47:5;

 103:23

jury (3)

 78:22;111:22;125:17

justices (3)

 25:20;27:2;67:4

K

Karnow (1)

 116:19

keep (3)

 65:3;83:16;104:6

keeping (1)

 83:23

kept (1)

 17:10

Kevin (1)

 19:10

key (2)

 16:3;90:24

kind (8)

 15:11;39:8;85:16;

 100:21;102:19;108:24,

 25;121:16

Kirkland (3)

 89:13,14,18

knew (4)

 68:14,18,21;79:7

knowing (1)

 6:20

knowledge (2)

 124:2,3

known (1)

 15:6

knows (4)

 56:23;113:16;

 115:15;116:12

L

LA (1)

 33:19

laches (1)

 126:20

lack (2)

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(10) information - lack Case: 19-30088 Doc# 4819 Filed: 11/20/19 Entered: 11/20/19 13:14:33 Page 144

of 155
PG&E Corporation; Pacific Gas and Electric Company 

Case No. 19-30088

Chapter 11

November 19, 2019

 123:4,4

lacking (1)

 51:17

laid (2)

 64:7;79:8

land (3)

 86:23;88:12;95:8

landed (1)

 113:5

language (13)

 21:25;58:1;89:21,25,

 25;90:7,11;94:25;

 104:11;111:3,18;

 125:2;126:25

last (7)

 10:20;73:1,4;77:14;

 79:13;80:4;111:1

late (2)

 52:18;76:15

later (5)

 5:9;6:2;66:6;69:21;

 133:18

latter (1)

 121:22

laundry (1)

 104:8

law (58)

 5:14,18;7:2;20:2;

 23:17,20,20;25:15,19;

 27:10;36:1,17,20,25;

 37:7;48:14,20,24;50:6;

 55:2;60:21;66:8,16,17;

 67:23;72:21;75:14;

 80:10,11;81:13;86:23,

 25;87:5,7;89:24;90:6;

 91:21;92:24;93:23,24;

 94:4;95:4;96:6;98:1;

 100:1,8,11,17;105:10;

 107:2;112:11,11;

 117:4,13;120:7,22;

 128:23;129:1

laws (1)

 36:10

lawyer (2)

 60:10;67:21

lawyers (2)

 114:7;131:21

lay (1)

 117:21

layers (1)

 92:20

leading (3)

 89:11;94:13,15

least (10)

 18:4;39:21,23;77:14;

 90:21;94:6;104:23;

 112:18;114:10;116:9

leave (2)

 19:21;82:18

leaves (1)

 82:3

Lee (1)

 94:13

left (5)

 13:2;19:2;43:14;

 48:20;61:13

legal (17)

 7:7;27:14;46:25;

 72:12;87:8;100:18;

 101:11,24;103:1;

 108:25;111:2;115:19;

 122:22,23,24;123:12;

 127:4

legally (2)

 73:19;82:21

legis (1)

 60:15

legislative (1)

 59:13

legislatively (1)

 58:15

legislator (3)

 25:18;58:12;60:14

legislators (1)

 56:25

legislature (16)

 25:14,22,25;47:11,

 16,17;56:4;58:12,25;

 59:22;60:16,17;85:22;

 86:7;87:6;110:6

legislatures (1)

 56:25

legislature's (1)

 57:5

length (1)

 64:2

less (1)

 52:18

lesson (2)

 97:2;107:10

lessons (1)

 108:8

letters (1)

 28:2

level (1)

 61:22

levy (1)

 33:24

liabilities (1)

 53:15

liability (26)

 24:10;41:6,7;42:20;

 45:3;52:18;53:13;54:5;

 79:21;93:24,25;94:4,8,

 22;95:17;101:12,12;

 103:3,13;105:13;

 109:7,11;110:1;

 112:20,22;113:1

liable (14)

 41:18;43:16,17;47:1,

 2;54:13;86:11;87:24;

 103:4,5;105:23;111:5;

 114:11;116:21

life (3)

 15:11;39:14;95:4

life's (1)

 54:18

lift (2)

 38:11,15

lightning (1)

 103:12

likelihood (1)

 8:15

likely (7)

 38:21;46:13;47:2;

 49:21;51:12,16;101:17

limb (2)

 72:1,6

limbs (1)

 72:2

limited (3)

 18:18;115:3;133:11

limits (2)

 59:3,4

linchpin (1)

 102:9

line (8)

 5:25;20:25;46:22;

 54:18;60:22,23;63:9;

 84:3

lined (1)

 104:25

line-item (1)

 14:24

lines (1)

 72:2

linked (1)

 7:20

Liou (22)

 3:12,12,16,17,17,24;

 4:1,4,7,12,14,17,20,22;

 5:2,11,13;6:4,6,11,16;

 11:14

list (1)

 50:15

listen (5)

 50:11;52:3;66:5;

 79:23;104:24

litigant (1)

 73:1

litigants (1)

 70:12

litigated (3)

 63:5;64:1,23

litigation (5)

 22:23;63:21,22,23;

 65:25

little (9)

 3:18;14:11;29:1;

 41:14;61:13;62:10;

 77:24;102:6;130:13

lived (1)

 116:11

LLP (2)

 3:13;7:3

local (1)

 104:18

logic (1)

 92:25

long (6)

 39:19;40:3;46:22;

 50:15;115:10;120:2

look (24)

 19:25;22:19;25:10;

 27:12;28:22;34:16;

 47:3,16;48:25;64:19,

 23;67:3;86:10;90:4;

 94:17,25;100:13;

 104:2,16;108:2;120:1;

 124:10;131:1;133:13

looked (6)

 22:7;37:12;78:6,9;

 87:17;106:16

looking (3)

 84:9;88:25;119:22

looks (4)

 31:22;65:13;111:18;

 113:24

looming (1)

 7:11

loop (1)

 128:13

loose (1)

 85:17

Los (2)

 20:23,24

lose (5)

 17:14;49:25,25;

 76:19,20

losing (1)

 100:25

loss (7)

 20:9;22:24;29:13;

 32:24;33:15,15;124:20

loss- (1)

 21:11

losses (5)

 20:10;21:5,6;29:6;

 32:1

loss-spreading (1)

 34:21

lost (2)

 24:23;76:8

lot (9)

 18:7;20:1;50:4,5;

 51:7;57:9;92:8;94:18;

 95:15

lots (4)

 20:3;33:10;68:5;

 97:19

love (1)

 44:6

lower (2)

 65:24;115:9

lower-court (1)

 37:23

luck (1)

 77:5

lunch (1)

 107:14

Luzaich (1)

 107:16

M

magically (1)

 44:2

main (3)

 15:3;93:11;121:5

majority (1)

 59:25

makes (3)

 79:18;101:2;119:25

making (7)

 14:25;46:24,25;57:6;

 87:7;94:18;124:25

management (1)

 6:7

manager (2)

 113:24;114:6

mandate (2)

 64:3;117:17

Manges (1)

 3:13

manifestly (1)

 86:21

many (10)

 14:19;23:10,11;56:7,

 24;67:2;73:12;87:17;

 89:7;127:7

marathons (1)

 107:13

March (1)

 5:23

marching (1)

 101:20

marker (3)

 25:16;27:20;86:21

markers (3)

 44:15;52:10;85:20

market (3)

 58:20;108:18,19

markets (4)

 53:11;54:9;55:7;

 94:20

masquerading (1)

 87:8

massive (1)

 53:13

masters (1)

 92:16

materially (1)

 129:6

math (1)

 19:20

matter (28)

 3:10;5:16;15:1;19:2;

 24:13;30:5,6;31:24;

 45:2,18;51:22;60:21;

 63:4;64:2;66:7;74:4,

 15;75:14;76:7;80:9;

 87:23;91:21;103:4;

 115:8;120:14;132:7,

 10,14

matters (6)

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(11) lacking - matters Case: 19-30088 Doc# 4819 Filed: 11/20/19 Entered: 11/20/19 13:14:33 Page 145

of 155
PG&E Corporation; Pacific Gas and Electric Company 

Case No. 19-30088

Chapter 11

November 19, 2019

 4:3,4,23;91:17;

 124:6,6

Matthew (1)

 7:2

may (20)

 6:19;10:16;11:19;

 30:7,7;32:13;33:5;

 41:13;48:16;95:20;

 111:20;117:25;121:8;

 122:22;124:15,19;

 126:17;128:3,6;129:6

Maybe (13)

 6:25;27:20;29:20;

 44:16,17,17,17;55:2;

 58:14;59:17;67:10;

 74:17;87:1

mayor (1)

 20:24

mean (57)

 6:24;8:1;10:9,17;

 11:17,18;13:21;18:5;

 19:25;22:17;23:24;

 25:18;32:19;33:20;

 35:2;39:19;48:24;

 52:20;55:11,12,18;

 65:1;67:11;68:5;70:20;

 71:18;72:15,20;75:4,

 18;77:17;81:24;82:2,9,

 14;90:3;91:3,8,21;

 93:16;94:5;98:10;

 99:13;101:1,4,16,19;

 106:7;109:2,2,6,24;

 111:2;117:19;119:6;

 126:4;128:1

meaning (4)

 54:18;125:8,12,13

means (10)

 13:21;58:9;78:24;

 93:6;98:8;101:1;109:8;

 121:6;125:12,19

meant (1)

 109:24

meantime (1)

 66:8

meanwhile (1)

 15:8

measure (3)

 41:1,1,4

mechanics (1)

 86:10

mediation (8)

 5:3;7:12;11:23,25;

 12:1,10,12;82:12

mediations (1)

 12:11

mediation's (1)

 12:14

mediator (1)

 13:14

meet (2)

 59:4;114:8

meet-and-confer (1)

 16:2

members (2)

 26:21;87:3

mention (2)

 78:24;96:7

mentioned (6)

 87:17;88:9;90:4;

 92:2;95:25;105:12

mentions (1)

 87:20

mercifully (2)

 87:18,19

mere (2)

 90:9;91:5

merely (1)

 94:15

meritorious (1)

 14:1

merits (6)

 13:5,8;84:25;115:14;

 121:3;131:16

mess (1)

 75:15

message (1)

 26:16

methodology (1)

 109:1

mid-century (1)

 119:21

midday (1)

 107:13

middle (1)

 121:5

might (19)

 9:20;29:18;32:21;

 41:12,18;43:3;44:12;

 52:3,4,11;56:10;58:11;

 82:16;92:3;98:12,19,

 23;114:24;125:6

might've (1)

 125:7

million (2)

 49:3;68:17

mind (5)

 82:2;84:15;92:10,10;

 111:3

minds (3)

 56:14,23;106:8

minimizes (1)

 95:19

minute (3)

 51:20;59:17;84:8

minutes (9)

 19:16,20,21;51:19;

 59:25;62:17;80:14;

 107:11;120:17

misapplied (1)

 44:5

misread (2)

 90:10,11

miss (1)

 84:14

missed (1)

 34:25

misses (1)

 31:20

missing (1)

 84:14

misstated (1)

 97:20

mistake (2)

 33:18;131:16

mistaken (1)

 92:22

misunderstood (1)

 129:14

mixed (1)

 89:16

mixing (1)

 120:24

mode (1)

 91:6

modified (1)

 96:16

modify (1)

 66:6

moment (4)

 5:13;15:23;18:13;

 69:3

monetary (1)

 95:22

money (6)

 53:7;55:23;86:10;

 92:11;94:18;95:15

money's (1)

 45:8

monopolies (1)

 120:5

monopoly (5)

 34:17,18;108:14;

 109:21,25

Montali (3)

 3:5;76:13;88:8

months (5)

 25:14;67:18;69:21;

 70:14;74:2

Moore (1)

 19:11

moot (1)

 24:22

more (27)

 4:21,22;15:12;18:6,

 10;20:19;21:13;30:24;

 35:23;41:2;42:10;46:4,

 23;53:5;55:6;56:2;

 63:12;65:22;90:17;

 93:22;95:24;97:4,5;

 102:6;117:17,22;

 124:25

Moreland (5)

 36:23,24;37:6;

 124:10,10

morning (11)

 3:6,7,11,12;5:8;

 13:19;19:8,10;52:6;

 85:12;133:7

most (10)

 24:12;31:13;32:4;

 34:20;35:17;62:8;

 86:24;95:4,19;127:4

motion (24)

 5:2,2,6,20;6:21;8:20;

 11:22;12:18;15:1,2;

 16:24;17:19;19:3;

 38:10,12;78:14;81:24,

 24;117:2,3,3,4;123:17;

 128:18

motions (4)

 6:9;15:21;17:11;

 116:21

motivated (1)

 88:8

move (5)

 15:18,24;18:21;

 38:17,18

moved (2)

 38:15;75:25

moving (6)

 6:13;16:2;17:7;

 18:20;39:7;115:16

much (19)

 11:1;12:8;13:19;

 19:22;30:22,24;52:1;

 53:5,5;56:2;64:7;

 70:23;85:15,16;107:9;

 114:17;120:8;127:10;

 133:19

multiple (3)

 10:4;92:20,20

multi-prong (1)

 14:21

municipal (2)

 21:1,6

musings (1)

 87:3

must (1)

 74:9

myself (3)

 14:25;44:6;97:9

N

naive (1)

 82:10

name (4)

 56:3;83:17;84:10;

 132:24

narrowly (1)

 35:2

nature (1)

 76:2

nauseum (1)

 64:23

nearly (1)

 87:22

Neat (2)

 96:14,17

necessarily (1)

 56:19

need (12)

 12:5;19:16;37:14;

 46:21;50:3;89:9;96:9;

 106:24,24;107:12;

 123:17;132:24

needed (2)

 65:12;90:16

needs (5)

 38:18;56:11;68:22;

 111:17;116:10

negligence (13)

 24:4;43:17;53:14;

 54:2,4,8;55:13;60:22,

 24;93:24;99:14;

 105:20;112:22

negligent (12)

 24:12;31:25;54:4,14,

 19;55:13;91:22;103:2;

 105:16,22;106:21;

 114:12

negotiated (1)

 82:1

neighborhood (1)

 113:4

neither (2)

 109:3;122:5

new (6)

 16:10;54:15;92:5,17;

 117:4,4

newspaper (1)

 49:6

next (2)

 5:22;67:14

nine (1)

 90:5

nine-billion- (1)

 9:24

ninety-five-percent (1)

 16:14

Ninth (15)

 27:4,6,11;44:11;

 70:25;72:23;89:12;

 90:6;94:15;115:11,11;

 128:7,16,19;131:17

nobody (2)

 110:19;131:3

none (4)

 31:16;50:19;53:25;

 78:4

non-negligent (1)

 54:19

North (2)

 63:22;108:1

Northern (2)

 67:8;94:14

note (4)

 5:16,19;6:11;38:11

noteholder (1)

 6:13

nothing's (2)

 93:14,18

notice (3)

 5:5;22:14;90:6

notion (8)

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PG&E Corporation; Pacific Gas and Electric Company 

Case No. 19-30088

Chapter 11

November 19, 2019

 40:15;43:18;47:11;

 94:23;95:3;98:16;

 99:17,18

notwithstanding (1)

 61:22

NOVEMBER (4)

 3:1;5:22;52:24,25

nowhere (3)

 61:1;125:21,21

number (10)

 6:9;15:3;30:4,5;

 32:15;33:25;34:1;

 81:20;110:21;129:23

O

object (2)

 81:12;121:22

objected (1)

 15:4

objection (2)

 10:3;14:21

objections (2)

 10:5,12

obligation (1)

 41:10

observation (1)

 110:14

observe (1)

 112:10

observed (1)

 63:7

obtain (1)

 91:19

obvious (2)

 88:22;92:1

Obviously (6)

 8:14;10:4,24;40:8;

 111:3;113:15

occasion (1)

 5:7

occur (1)

 33:18

occurred (2)

 98:10;99:5

occurring (1)

 31:18

o'clock (1)

 3:9

October (2)

 78:18;119:5

off (5)

 63:1;84:6,8;94:18;

 111:1

officer (1)

 100:16

officers (1)

 100:15

officials (1)

 56:13

of-remedy (1)

 84:2

Ohio (3)

 65:15,15;66:6

old (1)

 119:25

oldest (1)

 89:16

omega (1)

 92:19

once (3)

 67:12;85:4;128:10

one (96)

 3:15;4:4,21,22;5:19;

 9:15,16;10:1,2,5;

 12:11;16:3;21:23,23;

 23:15,18;25:12,12,13;

 27:11;30:4;31:2;32:3,

 11,15,25;33:16,25;

 34:16;36:25;37:7,21;

 38:14;44:17;47:15;

 48:16;49:6;51:1,10,19,

 20,20;61:7;62:16;63:6,

 6;65:19,24;76:10,18;

 83:3;84:5;85:6,23;

 87:2;89:15,16,22;

 90:13;93:5,12;95:24;

 96:10,11,11;99:2;

 102:19;105:11,21,21,

 23;107:13;108:17;

 110:4,18,21;113:25;

 114:16,23;115:10,10;

 116:20,21,22;117:5,12,

 13,16;121:19;124:23;

 127:11;128:8;131:3,6,

 17,23

one-half (1)

 36:17

ongoing (5)

 5:3;7:12;11:25;12:1;

 29:25

only (17)

 3:16;13:16;14:23;

 18:4;19:2;25:13;86:9;

 100:8;105:3;108:23;

 111:21;112:20;113:3;

 114:20;123:16;131:1;

 132:15

onto (1)

 66:23

oOo- (1)

 3:2

open (4)

 17:10,16,18;74:23

opened (3)

 12:2,10;13:9

opening (1)

 19:20

operated (1)

 21:1

opinion (5)

 23:16;104:24;106:3;

 120:15;127:13

opportunities (1)

 97:19

opportunity (3)

 11:7;85:19;102:19

opposed (1)

 126:24

opposite (3)

 40:10,10,16

opposition (1)

 81:24

Optical (1)

 94:13

option (1)

 74:23

options (2)

 51:22;127:13

oral (1)

 5:18

oranges (2)

 69:6,8

order (25)

 3:3;6:7;10:12;18:18;

 32:9;85:23;104:11;

 110:20;111:4,12;

 118:12,13;121:8,13,14,

 16;127:18;128:4,20,

 23;129:1,6;131:15;

 133:4,15

ordered (1)

 12:11

orders (4)

 101:20;129:21;

 133:3,5

ordinary (1)

 86:2

orientation (1)

 36:13

Orsini (200)

 5:17;11:13;19:6,9,

 10,15,19,24;20:5,7,15,

 17,19;21:17,19;22:8,

 11,15,18;23:3,5,9,11,

 13,18;24:1,5,8,10,24;

 25:3,5,6,8,11,17,23;

 26:3,10,15,18,24;27:3,

 6,22,25;28:4,11,14,20,

 25;29:2,4,8,10,16,17,

 23;30:2,4,15,18,20,22;

 31:1,12,15;32:18,24;

 33:2,7,10,12;34:8,11,

 13,16,20;35:4,7,10;

 36:7,9;38:1,5,9;39:9,

 11,16,18,21,23,25;

 40:2,4,8,18,21,24;41:2,

 6,13,24;42:3,10,13,22;

 43:2,6,25;44:6,8,18,20,

 22,24;45:6,10,12,14,

 20,23;46:1,3,19;47:10,

 13,16,19,21,24;48:1,5,

 11,16,22;49:11,13,15,

 18,23;50:2,8,12,21;

 51:2,4,6,15,24;52:1,8;

 53:20;58:24;63:7;

 67:19;68:22;71:9;

 74:12;76:19;78:14;

 79:20;81:5;85:24;90:4,

 20;94:23;99:10;

 101:13;103:10;115:15;

 120:11,15,16,18,20;

 121:18,21;122:6,11,14,

 19;123:22,24;124:2,4,

 9,19;125:5,7,11;126:3,

 5,11;131:23,25;132:1,

 5,11,15

Orsini's (4)

 63:2;75:11;78:9;

 100:24

others (2)

 22:4;131:2

otherwise (3)

 17:2;22:2;107:6

ought (5)

 21:24,24;22:21;

 23:17;120:22

ourselves (1)

 27:13

out (37)

 4:2;7:9;15:12;25:20;

 27:16,18;32:13;40:13;

 43:18,19,20;44:24;

 46:9;64:8;72:1,6;

 76:13;77:4;81:25;

 85:23;86:6;87:24;88:7;

 90:2;95:20;104:3,12;

 105:19;106:18;113:8;

 117:21;122:8,16;

 127:23;130:14;132:6;

 133:21

outcome (1)

 40:16

outside (3)

 33:21;99:20;102:1

over (8)

 42:22;57:11,11;61:6;

 78:6;84:23;90:9;101:1

overall (2)

 47:21;48:1

overrule (1)

 10:11

overturn (1)

 64:10

own (4)

 15:11;50:5;121:1;

 128:18

owned (2)

 25:1;34:4

owner (3)

 88:17;91:11;111:23

P

PacBell (6)

 37:18;50:22;88:4;

 113:4,9;116:12

pace (1)

 115:16

Pacific (10)

 28:7;30:16,23;32:8,

 9;33:17;34:25;35:25;

 47:4;95:1

page (12)

 31:20;59:9;72:17;

 73:25;78:15,16,19;

 83:19,19;84:3;112:15;

 118:14

pages (3)

 31:13,15;62:8

paid (4)

 8:8;16:11;49:5;

 111:22

paper (1)

 90:17

papers (1)

 98:16

pardon (4)

 30:21;69:7;77:7;

 84:14

part (4)

 10:7,21;17:3;52:13

partially (1)

 16:11

participation (3)

 10:21;16:14;133:13

particular (3)

 27:9,10;30:8

parties (11)

 15:6;63:9;64:1,23;

 66:1,8,18,20;88:6;

 95:22;130:6

partner (1)

 97:17

parts (1)

 127:14

party (5)

 63:10,11;66:23;

 78:23;85:14

Pasillas (3)

 36:16,17,19

pass (2)

 24:18;114:9

passing (2)

 92:23;94:9

past (3)

 35:14;56:9;58:5

path (1)

 122:2

Pause (1)

 4:9

pay (8)

 40:13;41:17;42:19;

 82:4;86:16;88:21;

 91:23;96:13

pay-fixing (1)

 109:24

paying (3)

 95:22;105:16;124:18

payroll (1)

 68:16

pejorative (1)

 83:4

pending (1)

 70:15

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(13) notwithstanding - pending Case: 19-30088 Doc# 4819 Filed: 11/20/19 Entered: 11/20/19 13:14:33 Page 147

of 155
PG&E Corporation; Pacific Gas and Electric Company 

Case No. 19-30088

Chapter 11

November 19, 2019

people (14)

 15:3,4;36:11,12;

 46:19;56:10;58:15;

 92:8,16;95:13;114:10;

 119:18;120:4;124:17

per (1)

 98:7

percent (2)

 28:11;79:19

perception (3)

 54:12,12;55:8

perfectly (1)

 122:14

perhaps (1)

 122:2

period (4)

 5:21,22;38:22;103:9

permit (5)

 23:21;30:7;74:3;

 98:11;126:18

permitted (4)

 32:12,13;100:17,18

person (1)

 123:15

perspective (5)

 37:3,3;40:6;101:8;

 124:6

persuade (3)

 44:10,10,10

persuaded (2)

 102:25;115:23

persuades (1)

 99:10

persuasive (6)

 22:1;25:13;58:19;

 73:11,14;117:23

petition (11)

 63:3;65:15;69:20;

 76:11;78:2;113:21;

 117:7,7,17;119:3,4

petitions (4)

 64:13;67:12,14;

 83:10

PG&E (58)

 3:10;24:17;26:15;

 29:21;32:3;40:13,18;

 43:3;45:2;52:7;53:7;

 59:1;63:10,19,21;64:2;

 67:7,14,16;69:19,20,

 25;71:11;73:3;74:2;

 76:4;87:23;88:2;91:7;

 92:25;93:10;95:3;96:2;

 99:2;102:17;103:2,9,

 11,11;107:3,5,8,19;

 110:20,22;111:5;

 112:5,7;113:25;

 116:21,22,23,23;117:2;

 119:3;121:1;126:9;

 131:2

PG&E's (4)

 93:22;95:25;101:6,8

phase (1)

 65:25

philosophers (1)

 55:1

philosophical (1)

 102:12

phone (1)

 50:25

phonetic (8)

 70:11;71:14;89:5,11,

 11,13;96:15;106:19

phrase (1)

 67:5

phrases (1)

 113:25

piece (3)

 10:12;21:23;27:12

pile (1)

 84:21

pin (3)

 29:1;54:17,17

place (3)

 14:16;67:6;124:21

placing (1)

 76:13

plain (1)

 89:20

plaintiff (5)

 9:11;38:12;116:22;

 130:8,9

plaintiffs (1)

 116:23

plaintiff's (1)

 114:7

plan (5)

 6:13;7:24;8:8;14:8;

 82:3

plan- (1)

 14:2

plane (1)

 38:13

plant (1)

 124:16

plants (1)

 67:5

play (4)

 42:17;43:9;119:17,

 19

playbook (1)

 28:1

playing (5)

 49:20,22,23;76:2,3

pleading (1)

 87:9

Please (4)

 3:8;56:4,5;88:24

pleases (1)

 133:14

pleasure (1)

 85:13

pled (1)

 85:24

plenty (2)

 126:17;131:18

PM (1)

 133:24

podium (4)

 5:13;6:16;9:15;

 84:23

point (97)

 8:18;10:19,20;11:18;

 15:10;22:19;25:22;

 29:4;30:6;31:2,21,23;

 32:15;33:6,8,13;35:15;

 37:22;38:16;44:16;

 45:4;47:12,13;49:12,

 13;50:2;51:5,6,7;

 56:21;57:24;58:10,11,

 13,14,17,18;61:17;

 63:5;64:4;65:20;66:19;

 68:18;72:8;73:3,3,5;

 76:4,15;79:7,13;80:4;

 81:23;82:14,21;83:24;

 84:7;85:23;87:19;89:9;

 90:24;91:1;92:18;93:7,

 22;94:3;95:24;96:7,11;

 97:23;103:6,11,24;

 104:1,1,3,23;105:21;

 106:24;109:4,5,22;

 110:16;116:1,4;

 117:25;120:13;125:24;

 126:7,7,13;127:11;

 130:1,17;131:23;

 132:5,15

pointed (4)

 34:17;104:3,12;

 105:19

pointing (2)

 86:6;102:22

points (16)

 9:14;29:23;33:10;

 44:15;47:4,4;49:16;

 50:3,4;68:8,12;79:13;

 104:5,9;114:24;126:18

pole (1)

 113:9

policy (8)

 50:16,17,18;51:7,8,

 10;87:9;105:9

policymaking (1)

 87:13

political (4)

 48:17;86:22;87:5;

 92:16

politicians (1)

 56:16

portion (3)

 9:19;14:23;91:16

position (10)

 14:14;29:24;43:14;

 62:24;73:4;76:13;

 97:20,20,21,22

positions (1)

 82:1

positive (1)

 132:23

possibility (1)

 51:11

possible (2)

 60:12;98:25

posture (2)

 97:13;107:7

postured (1)

 98:2

potentially (1)

 46:12

potted (1)

 67:5

power (5)

 21:8;24:20;33:19;

 108:16;110:6

powerful (2)

 58:11,19

powerless (1)

 57:5

powers (1)

 108:15

practice (4)

 24:3;29:19,21;

 130:16

practicing (2)

 67:23;89:23

pray (1)

 28:1

prayer (1)

 87:7

praying (1)

 87:7

precedent (4)

 50:5,5;89:12;110:23

precedented (1)

 88:3

precisely (5)

 7:1;37:13,14;43:13;

 124:12

predict (13)

 25:20;35:3;37:14;

 46:6;51:11;52:11;

 76:24,25;77:1,1;83:9;

 99:22;100:23

predicting (3)

 26:10,23;62:1

prediction (6)

 99:11,11,22;100:25;

 101:17;126:19

preferential (1)

 94:19

premised (3)

 39:2;40:14;67:4

prepared (4)

 51:23;79:11;120:12,

 14

preparing (1)

 57:11

prerequisite (1)

 91:3

present (3)

 38:19;66:10,11

presented (10)

 27:15;30:9,10;51:16;

 92:10;96:2;98:5;100:4;

 101:3;123:7

presiding (1)

 3:5

pressure (2)

 59:6;115:17

presumably (2)

 60:20;68:1

presume (2)

 91:22;112:25

presumed (1)

 33:18

presumption (4)

 32:11,12;41:8,18

pretend (1)

 57:9

prevent (2)

 59:3;63:23

prevented (2)

 31:17;75:9

previous (1)

 66:14

primarily (2)

 90:4;107:20

primary (1)

 120:3

Prime (1)

 16:6

principle (6)

 29:11;36:20;47:6;

 49:9;101:21;124:1

principles (3)

 96:4;103:23;111:6

priority (2)

 14:9,13

private (17)

 30:11,11;33:16;36:3;

 37:10;88:6,10,11,22;

 94:5,7;103:19,21;

 110:7;111:20;112:2,12

private-investor- (1)

 34:3

privately- (1)

 24:25

privately-owned (3)

 57:23;88:3;112:1

probably (7)

 18:17;40:22;49:23,

 24;106:12;113:21;

 125:25

problem (17)

 24:6;33:25;34:1;

 43:14;48:2,6,19;54:9;

 56:10,13;57:1;61:19;

 91:7,24;95:23;96:14;

 120:7

problems (4)

 67:8;92:11;95:19;

 110:4

procedural (4)

 97:13;107:7;121:25;

 122:1

procedurally (4)

 10:18;74:20,22;77:4

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(14) people - procedurally Case: 19-30088 Doc# 4819 Filed: 11/20/19 Entered: 11/20/19 13:14:33 Page 148

of 155
PG&E Corporation; Pacific Gas and Electric Company 

Case No. 19-30088

Chapter 11

November 19, 2019

procedure (1)

 115:10

procedures (1)

 127:9

proceed (1)

 19:5

proceeding (23)

 4:7,24;5:15;6:23;

 8:19,23;9:11,16;10:3;

 11:17;13:22;14:3;15:9,

 19;16:3,25;17:9,16;

 18:15;42:14;97:25;

 110:10;121:9

proceedings (4)

 15:11;29:25;118:9;

 133:24

process (12)

 13:21;66:24;94:1,2,

 10,11;112:8;113:19,

 24;117:9;119:2;127:5

produce (1)

 109:21

produces (1)

 101:12

professors (1)

 55:2

progress (2)

 6:24;129:6

prohibition (1)

 117:17

promptly (2)

 12:20;17:24

proof (1)

 114:5

proper (1)

 96:20

properly (1)

 42:15

property (8)

 57:14;87:24;88:17;

 91:11;96:12;110:7;

 111:20;112:2

proposed (5)

 5:24;110:20;111:4,

 11;133:5

proposition (2)

 112:4;121:1

prosecute (1)

 11:1

prosecuted (1)

 65:25

prospect (1)

 53:13

protect (2)

 108:14;120:4

protected (1)

 36:14

prove (1)

 14:16

provide (1)

 5:14

provided (3)

 34:23,23;46:8

provider (1)

 103:12

provides (1)

 6:7

providing (5)

 36:12;50:25;88:12,

 12;109:19

provision (5)

 20:8;87:21;93:23;

 104:17,19

provisions (1)

 108:4

prudence (10)

 29:24;41:1;42:1,7;

 43:8,16;60:21,24;95:8;

 106:14

Prudency (6)

 54:3,3,9;60:25;86:3,

 15

prudent (25)

 24:2;29:19,21;31:24;

 32:17,23;40:20,23;

 41:10,20;42:16;43:3;

 53:22;54:19;55:11,14,

 17;86:14;106:10,11,19,

 22;113:24;114:6;

 123:25

public (52)

 20:9,21;25:3;30:13,

 16,21;31:23;34:7,23,

 24,24,25;36:4,12,15;

 37:8,11;43:9;50:19,24;

 51:1;59:19;60:2;61:1;

 86:8;87:21,24;88:7,12;

 90:6;91:13,20;92:23;

 93:3,3;104:15;108:9,

 13,14,15,15;110:8;

 111:21;112:1;120:3,5;

 123:9;124:11,13;

 132:7,10,14

publications (1)

 26:20

publicly-owned (1)

 92:9

published (1)

 118:13

PUC (9)

 86:13;87:3,6;92:12,

 24;95:7,7;113:19;

 118:8

pun (1)

 88:1

punish (1)

 53:21

punished (1)

 109:8

punishment (3)

 109:12,14,16

purchased (1)

 38:14

pure (1)

 97:25

purpose (19)

 20:8;29:5;30:17,21;

 34:7;35:11,22;36:10,

 11;37:12;91:9;98:6,7;

 110:8;120:3;122:25;

 124:23;125:2;127:17

purposefully (1)

 79:8

purposes (2)

 34:4;36:4

pursuant (1)

 69:22

push (1)

 38:13

pushed (2)

 79:22,24

put (13)

 27:1;45:7;67:2;

 85:22;86:11,19;91:18;

 92:11,18,23,25;94:5;

 95:16

puts (1)

 59:5

putting (5)

 33:16;49:2;91:8;

 95:2;104:10

Q

quarterback (2)

 49:20,22

quasi (1)

 34:18

quest (1)

 85:20

quick (2)

 60:7;131:23

quickly (13)

 11:7;15:18;16:1,3;

 17:7;18:20,21;39:7;

 118:5,7;122:19;

 126:23;131:22

quite (5)

 81:22;93:9;97:16;

 105:5;124:14

quote (7)

 65:23;66:2,13;80:8,

 10;87:16;93:21

quoted (1)

 20:16

quotes (1)

 28:22

R

railroad (1)

 88:10

raise (7)

 37:6;53:7;55:23;

 56:21;91:23;116:1,4

raised (6)

 108:18;110:15;

 114:17,19,20,21

raising (1)

 21:7

rank (1)

 50:3

ranking (2)

 49:17;50:4

rarely (2)

 38:3;46:19

rate (5)

 33:23;59:11;95:15,

 16;109:24

rate-making (4)

 110:10;112:18;

 113:23;114:2

ratepayers (1)

 71:11

rate-recoupment (1)

 53:10

rates (14)

 21:7;37:6;43:12;

 53:16;54:14;59:6;67:8;

 92:12;106:13;108:22;

 109:1,7;112:12,13

rather (4)

 6:15;13:6;60:24;

 85:2

rating-agency (1)

 54:10

rational (6)

 94:11,15;95:12,20;

 120:1,6

rationale (4)

 34:21;35:1,19;105:9

rationality (1)

 95:11

re (2)

 89:13,14

reach (5)

 23:23;28:17,21;

 38:24;107:4

reaction (1)

 58:21

read (19)

 5:8;11:2;28:2;36:18;

 49:6,7,7;57:11;59:9;

 68:19;78:5;93:16;

 106:2,2;116:18;

 118:19;119:1;128:6;

 129:11

reading (3)

 20:1;84:15;104:25

ready (1)

 19:4

real (3)

 54:9;65:14;115:6

realistic (1)

 94:6

reality (2)

 54:15;99:19

realize (5)

 18:7;39:6;42:8;67:6;

 104:6

really (13)

 6:22;7:21;12:5,6;

 33:3;35:25;64:18;67:3;

 76:21;87:8,17;90:1;

 98:4

real-world (1)

 52:15

reason (20)

 4:15;14:4;39:11;

 48:16,17,18;51:17;

 52:13;65:14;66:13;

 75:24,25;99:6;103:15;

 105:7;115:24;118:22;

 124:11;129:9;130:18

reasonable (3)

 56:14;100:3;112:13

reasonableness (2)

 31:22;95:8

reasoning (1)

 118:23

reasons (5)

 12:20;15:6;50:15;

 98:4;100:14

rebuild (1)

 92:8

rebuttal (1)

 19:17

recall (1)

 119:12

recent (5)

 20:22;21:14;32:4;

 63:12;116:10

recently (2)

 86:22;96:18

reckless (1)

 31:25

recognize (1)

 29:1

recognized (3)

 58:25;61:19;88:20

recognizing (1)

 90:2

recommend (2)

 113:20;130:23

recommendation (1)

 11:16

recommended (1)

 121:10

record (9)

 7:2;13:18;19:10;

 62:20;64:25;90:8;

 118:11;126:16;132:24

recover (4)

 31:8;53:15;54:14;

 112:12

recovered (1)

 32:6

recoveries (1)

 8:10

recovery (32)

 23:22,25;30:7;32:1,

 11,17,22;33:18;39:16,

 17;40:5,15,19;41:21;

 53:23;55:14;59:11;

 60:18;85:24;91:19;

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(15) procedure - recovery Case: 19-30088 Doc# 4819 Filed: 11/20/19 Entered: 11/20/19 13:14:33 Page 149

of 155
PG&E Corporation; Pacific Gas and Electric Company 

Case No. 19-30088

Chapter 11

November 19, 2019

 94:6;95:1,6;96:3;

 103:6;122:21;123:3,9,

 14,20;124:1,7

refer (1)

 124:24

reference (1)

 104:20

referenced (1)

 91:2

references (1)

 90:25

referring (2)

 38:12;128:15

refused (3)

 64:9;65:24;89:8

regarding (1)

 85:22

regardless (5)

 43:16,16,17;120:21;

 122:7

regular (1)

 18:3

regulation (2)

 92:13,15

regulators (1)

 95:18

regulatory (6)

 41:24;42:15;43:11;

 60:10;95:4;108:6

rehearing (2)

 113:22,22

reimbursed (3)

 57:14,18,19

reinstate (1)

 74:3

reject (2)

 50:20,22

rejects (1)

 40:12

relate (2)

 55:19;62:23

related (2)

 7:8;57:10

relatedly (1)

 4:25

relates (1)

 97:13

relationship (1)

 80:6

relevant (6)

 33:3,3,5;47:24;

 114:2;124:5

reliable (1)

 59:13

relied (1)

 36:1

relief (10)

 6:11;63:23;68:1,7;

 69:1;74:13;96:20;

 102:2;107:8;110:19

relies (1)

 32:11

rely (1)

 32:9

relying (6)

 6:6;37:5,5;83:17;

 97:23;107:6

remains (1)

 66:7

remedies (4)

 38:7;72:9,18,21

remedy (3)

 73:2,22;96:20

remember (3)

 78:7;96:12;130:5

remind (1)

 83:16

rendered (1)

 65:24

renewal (1)

 117:3

renewed (1)

 117:3

repeat (1)

 52:8

repeatedly (1)

 51:12

reply (2)

 51:25;80:13

report (2)

 18:11;59:9

represent (2)

 63:21;107:18

representatives (1)

 95:13

reproduction (1)

 133:5

request (4)

 17:6;18:2;115:13,25

requested (5)

 11:22;68:25;107:8;

 110:20,21

require (2)

 92:11;114:4

required (1)

 93:8

requirement (1)

 90:6

requires (1)

 43:23

requiring (1)

 129:2

re-raised (1)

 116:8

rescind (1)

 48:8

reserve (1)

 19:16

reserved (1)

 68:20

resolution (3)

 12:16;18:17;129:2

resolve (8)

 9:1;10:14;12:20;

 14:12;17:3;37:15;

 45:23;123:17

resolved (10)

 9:4,6;10:6,7;12:18;

 30:2,3,4;81:15;119:12

respect (13)

 5:2,5,16;7:20;31:3,7;

 41:11;45:21;60:18;

 67:13;108:17;125:15;

 126:20

respond (5)

 11:21;17:9,16,24;

 120:12

responded (1)

 79:10

responding (1)

 97:15

response (3)

 16:25;82:1;132:1

responsibility (1)

 127:7

responsible (1)

 105:15

rest (3)

 84:24;104:17;105:10

restrict (1)

 94:22

result (6)

 28:21;35:13,21;40:5;

 61:25;103:1

return (1)

 95:15

reversal (1)

 126:1

reverse (1)

 131:17

reversed (1)

 98:23

reverses (2)

 45:4,5

reversing (1)

 75:10

review (28)

 31:22;37:23;42:1;

 63:3;65:15,21,24;

 66:15;67:12,14;69:4,

 20;76:11;78:2;86:3;

 92:20;95:8;108:23;

 113:16,21;115:3;

 117:7,7;119:1,4,4;

 122:7;125:23

reviewed (4)

 45:19;46:1,3;108:19

reviewing (2)

 113:17;117:10

revise (1)

 77:1

revisit (1)

 72:24

revisited (1)

 43:21

Riddle (1)

 107:17

right (143)

 3:21;4:21,22;5:1;6:6,

 16;7:11;8:7;9:10,18;

 11:24;13:7,24;16:9;

 18:14,24;19:1;21:20;

 22:8;23:20;24:19;25:2,

 25;26:10;28:24;29:25;

 30:18;33:12,22;34:8,

 17;35:24;36:7,9;37:25;

 38:8;39:18,20,22,22,

 24;40:7,23;41:5;43:22;

 45:10;46:4,4,12,14,14,

 21;51:8,11;55:18;

 56:18;57:16;60:9;61:8,

 11;63:15,25;64:13;

 65:11;68:9;69:18,24;

 71:4,24;73:6,16,18;

 74:15;75:22;81:7,21;

 82:13;84:1,7;86:18;

 88:18;91:14,21,24;

 93:20;94:2,4;96:1;

 98:7,8,10,24;99:14,24;

 102:9,15;103:15;

 104:14,21,21;105:14,

 17;106:4,5;107:10;

 110:1,18;111:7,16,24;

 113:2,7,10,11,11,13,14,

 18;114:13,25;116:14,

 20,25;117:1,24;118:2,

 10,17,18;119:7,7,11,

 13;125:2,10,19;126:2;

 127:3,4;128:5,19;

 133:8,21

rightly (1)

 105:19

rights (1)

 11:1

ripe (3)

 114:18;115:13,24

ripeness (8)

 39:8;95:23;96:14;

 114:18,23;122:20;

 123:7,11

rise (1)

 3:4

rising (1)

 132:15

risk (5)

 16:12;48:1;54:12,13;

 55:8

Rivkin (41)

 77:10;84:23;85:1,3,

 5,5,6,10,11,13,15,18;

 86:15,17,19,21;87:12,

 19;88:15;89:1,3,5,7;

 90:13,15,18,24;91:15,

 25;92:6,15;93:15,19,

 21;94:3;96:11,19,24;

 97:18;101:18;102:13

Rivkin's (3)

 117:20;124:14,22

road (5)

 40:5;41:19,19;42:14;

 54:7

Robert (1)

 62:20

role (4)

 76:2,3;100:20;

 113:19

Roman (1)

 130:2

room (2)

 12:15;13:12

rooted (1)

 57:2

route (2)

 69:17;121:23

routes (1)

 69:16

routinely (1)

 68:7

RSA (24)

 4:25;5:2;6:20,23;7:7,

 10,22;8:23;9:1,9,10,23;

 10:4,5,7,13,22;11:23;

 14:21,23;15:2,23;18:3;

 81:24

rule (27)

 8:1,9;21:10;26:25;

 51:21,22;52:3,12;62:2;

 66:6;72:6;88:23;90:7;

 97:21;98:1,1,2;99:9;

 105:4;115:14;120:13,

 14,21;122:9,15;

 126:15;127:17

ruled (4)

 65:19;70:6;88:5;

 119:2

rules (2)

 69:17;106:9

ruling (19)

 9:21;18:20;38:24;

 39:13;45:19,21;46:11;

 57:7;66:14;68:21,22;

 75:25;80:23;100:24;

 111:5;112:5;115:9;

 118:25;120:25

rulings (2)

 21:14;100:19

run (2)

 8:19;125:23

S

S&P (1)

 54:10

Sacramento (5)

 49:8;56:8,24;58:15;

 59:18

safe (1)

 59:13

sake (1)

 19:2

same (21)

 37:10;53:19;54:6;

 59:14;63:8;66:1,17,18,

 19,20,23;71:7;72:19;

 74:2;86:12;88:22;

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(16) refer - same Case: 19-30088 Doc# 4819 Filed: 11/20/19 Entered: 11/20/19 13:14:33 Page 150

of 155
PG&E Corporation; Pacific Gas and Electric Company 

Case No. 19-30088

Chapter 11

November 19, 2019

 117:8,9;123:8;127:23;

 133:17

SAN (9)

 3:1;31:16;32:20;

 39:19;53:8,11;66:4;

 107:24;118:7

saying (23)

 10:9;12:1;24:18;

 32:20;43:15;47:6,10;

 50:23;51:15;64:21;

 71:10;73:17;74:6;

 103:15,18;106:9;

 114:19;115:13;116:21,

 22;123:2;124:15,17

scenario (5)

 40:10,10;41:16;43:7,

 7

schedule (1)

 15:14

scheduling (3)

 11:18;15:10,25

scholar (1)

 97:9

school (1)

 55:2

SDC (1)

 119:6

SDG&E (3)

 110:10;113:22;119:7

se (1)

 98:7

seated (1)

 3:8

second (13)

 5:16;35:11;49:21;

 69:25;84:5;85:6;89:23;

 90:13;111:16;112:5,5;

 117:2;129:15

second-largest (1)

 107:19

Secondly (1)

 108:13

seconds (1)

 87:1

Section (11)

 57:11,12;70:5,13;

 86:4;95:5;125:4;

 127:19;128:10,14;

 129:11

seeing (3)

 104:22;112:17,20

seek (2)

 67:20;126:24

seeking (2)

 5:23;94:16

seeks (3)

 7:21;8:11;9:12

seem (2)

 58:11;59:24

seemed (1)

 106:8

seems (4)

 9:10;99:10;101:20;

 112:4

sell (1)

 109:21

Senate (1)

 59:25

sense (4)

 91:16,17;93:22;

 100:12

sensitivity (1)

 74:7

sentence (4)

 106:12,12;111:2,20

separate (8)

 10:8;43:13;52:14;

 69:14;80:7;110:12,14;

 121:9

September (1)

 78:18

sequence (1)

 117:21

serious (1)

 92:10

serve (1)

 18:9

service (2)

 50:25;88:12

session (1)

 3:4

set (9)

 6:2;18:2;33:16,17;

 53:7;59:2;62:10;

 108:25;109:1

sets (1)

 108:22

setting (1)

 127:8

settled (2)

 68:19;74:19

settlement (4)

 12:15,16,18;14:2

settlements (2)

 68:18,19

settlement's (1)

 12:14

settling (1)

 9:24

seven (2)

 25:21;27:2

seventeen (1)

 14:18

seventy (3)

 31:13,15;79:19

several (6)

 39:20,23;81:9,11;

 86:22;114:9

sexual (1)

 36:13

SFPP (1)

 112:14

shall (1)

 128:17

share (1)

 19:6

shared (1)

 103:5

shareholders (2)

 52:7;81:3

sharing (2)

 62:11;132:25

shopping (1)

 83:2

short (5)

 3:14;4:23;87:18,19;

 111:19

shorted (1)

 113:8

shorter (1)

 44:19

shorts (1)

 71:14

shot (3)

 76:5;94:6,9

show (4)

 14:19;25:12;26:11;

 108:8

shown (1)

 54:9

shows (2)

 82:25;86:21

sic (13)

 12:12;18:12;20:25;

 25:18;28:1,7;30:16;

 33:19;60:8;62:15;

 72:11;80:6;124:24

side (11)

 4:16;15:4,5;19:15;

 24:3;31:4;78:23;80:8;

 101:14;109:7,9

sides (2)

 12:25;19:25

sign (2)

 133:17,18

signaled (1)

 27:21

significant (7)

 25:16;42:9;47:15;

 73:14;101:16;117:13,

 17

significantly (1)

 46:4

similarly (1)

 15:3

simple (2)

 79:20;112:4

simply (5)

 58:10;61:17;63:7;

 103:22;124:9

single (5)

 12:11;86:2;93:23;

 102:22;123:15

sit (2)

 21:21;99:19

situated (1)

 15:4

situation (1)

 92:7

six (1)

 121:19

SKIKOS (10)

 132:19,21,23,25,25;

 133:3,9,11,16,19

skip (1)

 89:7

slap (1)

 126:2

slapped (2)

 126:11,12

Slide (3)

 28:5,22;124:24

slightly (5)

 63:7;64:15,16,17,18

small (1)

 21:10

socialization (15)

 20:10;29:6,22;32:1;

 33:14;87:20;89:22;

 90:19,25;91:7,16;93:2,

 8;123:2;124:20

socialize (2)

 50:17;88:1

socialized (1)

 24:15

solely (1)

 40:14

solicitation (1)

 5:21

somebody (4)

 8:19;57:13;59:18;

 121:8

someday (1)

 98:18

someone (3)

 24:3;106:10;127:18

somewhere (2)

 49:8;76:15

soon (1)

 16:23

sorry (10)

 40:18;41:20;76:4;

 78:18;84:14;94:22;

 97:5,6,9;119:7

sort (4)

 7:25;24:4;30:23;

 73:15

sought (1)

 37:23

sound (1)

 23:2

sounds (8)

 15:17;24:4;49:12;

 55:11;78:1,3;93:17;

 106:7

Southern (4)

 29:18;31:5;53:8;

 113:9

speak (4)

 11:11;50:15;104:17;

 127:12

SPEAKER (1)

 97:3

specially (1)

 18:1

specific (6)

 9:20;18:11;52:10;

 61:23;106:15;112:12

Specifically (1)

 52:17

speculation (2)

 98:12,18

speed (3)

 14:5;38:17,18

spend (2)

 86:24;87:1

spent (2)

 31:11,15

spread (4)

 21:6;34:24;41:8;

 103:17

spreading (2)

 33:15;35:2

squared (1)

 50:10

stand (6)

 12:13;22:24;80:13;

 84:15;85:7;122:15

standalone (1)

 10:10

standard (10)

 26:4;41:14,15;54:4;

 60:21;86:13,14,15;

 93:24;114:8

standards (1)

 117:9

standing (1)

 71:9

start (5)

 6:18;17:7;63:1;

 97:15;104:11

started (5)

 31:21;37:22;89:23;

 119:21;129:17

starting (1)

 49:20

state (38)

 21:14,22;22:2,24;

 23:20;27:17;37:20;

 40:11;48:3;55:23;

 56:13;57:2,7;59:6;

 60:21;61:18,22;64:24;

 66:8,10,15,17;67:21;

 70:12;74:5,23;77:5;

 78:22;86:25;87:4;88:6;

 89:24;96:5,22;104:18,

 19;120:4;129:3

state-court (4)

 63:11;74:8;89:24;

 126:25

stated (2)

 23:18;51:20

statement (10)

 6:19;11:22;50:16;

 52:14;63:2;99:9;105:3;

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(17) SAN - statement Case: 19-30088 Doc# 4819 Filed: 11/20/19 Entered: 11/20/19 13:14:33 Page 151

of 155
PG&E Corporation; Pacific Gas and Electric Company 

Case No. 19-30088

Chapter 11

November 19, 2019

 125:22;130:12;131:14

statements (3)

 31:4;56:12;89:17

States (2)

 22:12,21

state's (1)

 59:4

statewide (1)

 59:1

status (6)

 4:5,24;5:15;18:11;

 34:18,18

statute (10)

 27:9,13,13,14;37:4;

 86:8;90:7;104:2;

 121:15;130:2

statutes (2)

 24:20;108:4

statutory (7)

 36:20;41:9;89:25;

 90:11;107:21;108:6,10

stay (15)

 38:11,15;63:23;68:1,

 4,5,6,7;69:1,3;74:3,13;

 75:5,8;127:2

stayed (2)

 38:9,10

stays (1)

 75:16

stem (1)

 108:10

step (2)

 38:7;68:13

Steve (1)

 132:25

STG (1)

 106:19

stick (1)

 120:10

sticking (1)

 42:7

still (22)

 4:1,13;5:10;9:1;

 31:9;38:15;39:5,5;

 44:16;68:6;74:17,23,

 24;75:23;80:6;86:11;

 91:23,23;100:13;

 103:13;111:2;130:14

Stillner (1)

 89:11

stipulate (3)

 35:10,23;132:7

stipulation (3)

 17:15;133:4,5

stipulations (1)

 133:3

stock (2)

 65:6;82:7

stood (1)

 126:12

stop (2)

 75:5;88:10

story (2)

 87:25;113:1

strange (2)

 92:23;105:5

street (4)

 18:8;39:8;44:3,8

stretched-out (1)

 15:14

strict (19)

 24:10;41:6,7;42:20;

 52:18;53:13;79:21;

 93:25;94:4,8;95:17;

 101:12;103:13;105:13;

 109:7,10;110:1;

 112:20,22

stricter (1)

 54:3

strict-liability (3)

 40:14;59:15;124:1

strictly (6)

 41:18;43:16,17;

 103:4;105:23;114:11

strike (3)

 23:19;59:9;103:13

strikes (1)

 122:4

strong (1)

 8:14

struck (2)

 7:25;50:23

structure (1)

 48:2

stuck (2)

 29:20;121:8

Students (5)

 36:1,17,20,25;37:7

stuff (2)

 96:21;100:21

subject (10)

 6:12;42:18;86:12;

 88:7,22;92:12,15;94:8,

 22;105:13

subjected (2)

 86:2;88:19

submissions (1)

 31:4

submit (4)

 30:5;37:17;46:7;

 61:20

submitted (2)

 110:20;118:20

subordinate (2)

 7:22;8:11

subordinated (2)

 8:10;14:17

subordination (2)

 16:12,15

Subro (3)

 77:11;80:12;81:24

subrogation (20)

 7:3;11:24,25;12:15;

 14:17;15:5;16:4,11,12,

 15,20;17:6,15;62:17,

 24;80:5;97:6,8,17,22

subros (1)

 126:23

subsequently (1)

 8:9

substantial (3)

 45:2;97:18;98:21

substantive (2)

 94:10,11

substitute (1)

 66:3

succeed (1)

 100:12

success (1)

 8:15

sudden (1)

 92:25

suddenly (4)

 27:1;88:20;92:18,23

suffer (1)

 54:5

sufficient (1)

 96:3

suggest (3)

 50:19;107:6;114:24

suggested (1)

 124:22

suggestion (1)

 31:6

suggests (1)

 18:18

suit (2)

 66:11,11

summary (2)

 16:24;65:14

summer (7)

 46:23;56:8;58:12;

 61:22;125:16;126:22;

 127:9

supplemental (2)

 12:19,21

support (1)

 122:16

supported (2)

 15:5;97:22

suppose (1)

 39:13

supposed (10)

 15:15;24:16;25:10,

 19;26:17;27:3;91:17,

 18;93:5;97:25

supposedly (2)

 80:6;85:25

supposing (1)

 66:13

Supreme (111)

 20:12;21:3,4,10,15;

 22:5,12,21;25:20;

 26:11,11;27:1,15,21;

 28:6,15,16,21;29:5,11,

 17;30:10;32:7;34:14;

 35:4,13;36:2;37:13,15,

 17,20;39:4;41:22;42:6;

 44:3,12;45:4,15;46:6,

 9;50:4;52:11,15;57:6,

 21;58:10,22;61:24;

 62:1;63:3,4,19;64:19,

 22;65:14,18,18,20;

 66:3,5,15;67:5,10,22;

 68:25;69:21;70:15,18;

 71:10;72:7,24;73:8,9,

 13;74:13;76:25;82:25;

 83:9,10;88:5,15,18,20;

 89:8;90:7,8;94:14;

 98:12,23;99:23;

 100:23;102:25;110:23;

 113:15;114:24;115:2,

 12,13,18;117:8,9,15;

 119:8,9,10;122:24;

 125:1,11;126:1,15;

 128:25

Sure (14)

 4:12;6:10;17:14;

 27:23;33:22;38:11,16;

 40:21;51:10;54:24;

 72:22;95:18;118:4;

 132:22

surplusage (2)

 90:11;111:4

surprise (1)

 97:16

surprised (4)

 92:16;94:24;95:5,7

suspect (2)

 60:12;61:11

Swaine (1)

 19:11

system (2)

 74:23;126:25

T

table (8)

 62:10;78:10;84:9,12,

 13,17;85:8;88:25

tail (2)

 111:4;130:13

takers (1)

 104:20

takings (1)

 112:8

takings-and-substitute-process (1)

 87:2

talk (17)

 6:22;7:7;12:9;20:19;

 23:9;28:8;30:16,18,20,

 22;34:17,18,19;102:6;

 112:9;115:5;128:18

talked (4)

 78:2;96:19;100:21;

 110:19

talking (13)

 6:20;36:17;42:25,25;

 47:23;49:4;66:11;

 86:24;87:1;101:18;

 104:20;129:19,20

talks (2)

 82:15;92:22

task (1)

 21:10

tax (1)

 91:21

taxation (2)

 21:7;33:24

taxes (1)

 91:23

TCC (17)

 6:13;7:21;8:2,10;

 9:21;10:4;22:4,20;

 36:16;38:6;62:16;

 97:21;105:1;107:2;

 109:9;126:23;127:15

TCC's (1)

 10:11

teaching (2)

 94:13,14

tears (1)

 93:17

tee (2)

 14:4;44:14

teed (2)

 45:16;48:23

tee'd (1)

 126:22

Tel (1)

 30:16

telling (4)

 79:11;102:4;126:14,

 15

tells (3)

 33:8,13;51:15

ten (1)

 70:14

tenable (1)

 45:14

tend (1)

 110:13

tense (1)

 58:5

term (4)

 16:21;27:19;102:10;

 104:10

terminated (1)

 74:3

terms (6)

 21:5;26:4,5,10;83:4;

 104:18

terrible (1)

 115:17

territory (1)

 110:1

test (3)

 4:10;94:12;120:2

texts (1)

 51:20

Thanks (3)

 52:1;85:3;122:18

that'd (1)

 49:5

that'll (1)

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(18) statements - that'll Case: 19-30088 Doc# 4819 Filed: 11/20/19 Entered: 11/20/19 13:14:33 Page 152

of 155
PG&E Corporation; Pacific Gas and Electric Company 

Case No. 19-30088

Chapter 11

November 19, 2019

 40:5

theory (9)

 74:12;76:20;89:18;

 98:25;99:12;100:25;

 101:11;103:16;123:19

therefore (8)

 29:19,21;71:16,24;

 103:9;106:22,22;109:2

there're (4)

 18:12;28:5;55:1;

 68:5

third (6)

 10:13,14;67:15;71:2;

 108:21;133:4

thirty (3)

 62:17;79:19;80:14

Thomas (1)

 67:12

thorough (1)

 12:24

though (4)

 32:20;66:2,5;77:10

thought (6)

 96:18,19;108:1;

 109:23;124:22;129:20

three (17)

 12:4,11;22:17;25:14;

 28:5;31:13,15;39:14;

 67:11;76:11;89:19;

 106:15;127:14;128:8;

 130:3,4;133:3

throughout (2)

 20:10;52:10

throw (1)

 67:8

throwing (1)

 128:12

thus (2)

 66:16;78:12

tie (1)

 50:8

till (2)

 18:5,5

timeout (1)

 65:18

times (6)

 56:7,24;67:2;73:12;

 87:17;89:8

timing (2)

 42:8,10

today (29)

 3:14;4:23;5:20;6:22;

 10:17;11:12,17,18;

 19:2;21:9;24:22;42:25;

 49:4;52:10;57:11;62:6,

 25;68:22;74:13;76:4;

 79:3;80:23;82:21;

 101:18;110:19;115:25;

 123:15;132:17;133:18

together (2)

 50:8;83:23

told (7)

 5:9;17:19;39:6;

 64:19;76:10;78:21;

 100:16

tomorrow (5)

 5:20;44:4,8;56:17;

 74:14

tomorrow's (1)

 12:12

took (8)

 12:23;13:1;14:1;

 39:19;64:2;76:8;

 106:17;131:4

tort (5)

 55:2;62:21;93:23,24;

 94:4

toss (2)

 99:23;130:14

totally (1)

 85:22

touch (1)

 114:25

touched (2)

 47:7;58:24

touches (1)

 105:11

Tower (12)

 27:4,7,8;46:5;47:3;

 78:15,16,19;90:4;

 103:25;125:18,20

track (4)

 17:14;65:3;83:16,23

transcript (1)

 5:8

transfer (9)

 67:21;68:24;70:15,

 19,20;71:7,8;126:24,25

transport (2)

 44:3,6

treat (1)

 37:10

treated (2)

 30:12;36:4

treatment (2)

 10:22;92:17

tree (3)

 20:25;24:12,13

trial (13)

 63:24;65:12;67:15,

 16;69:17;98:15,21;

 99:3;100:4,12;116:16,

 16;130:5

trial-court (1)

 69:4

tried (4)

 52:14;102:7;107:21;

 108:5

trimmers (2)

 24:12,13

trouble (2)

 42:23;95:20

true (19)

 12:2;20:21;24:9;

 37:23;44:23;49:11;

 64:21;65:22;93:19;

 98:4;99:15,17;115:20,

 21,22;124:16,19;

 126:10,10

trust (1)

 45:7

try (11)

 3:23;4:10,21;22:24;

 43:6,6;46:6;49:1;

 81:19;87:25;107:15

trying (8)

 44:24;55:19;58:17;

 61:19;66:22;80:17;

 81:25;85:21

Tubbs (3)

 10:25;63:24;74:4

TUESDAY (2)

 3:1;5:22

turn (4)

 56:6;84:6,8,22

turns (1)

 68:18

twenty (1)

 87:1

twice (4)

 15:7;67:13;76:10;

 83:10

two (46)

 3:16;4:3,4,23;7:19;

 9:14;17:4;23:5,16;

 25:9;29:23;30:5;34:1,

 10;38:25;42:11,24;

 44:17;52:19;63:10,18;

 64:10;68:8,12;69:9,11,

 13;72:8;74:2;79:13;

 93:5;97:4,5;98:4;

 100:15;110:12,12,21;

 116:16;117:12,13;

 120:24;121:12;127:13;

 129:1;133:3

type (1)

 61:25

typically (1)

 68:7

U

ultimately (7)

 8:21;10:23;21:7;

 34:2;38:3;120:23;

 123:3

Um-hum (14)

 14:7;16:7;19:14;

 20:14;25:11;26:2;29:7;

 36:8;40:17;48:4;77:22,

 25;79:14;111:15

unambiguously (2)

 21:12;29:6

unanimous (1)

 106:18

unavoidable (1)

 53:5

unbelieving (1)

 80:18

uncertainty (1)

 121:25

under (37)

 8:8;9:20;18:21;27:9;

 33:20;46:22;47:1,2;

 70:12;86:4;87:21;

 92:24,25;93:22;

 100:17;110:22;111:5;

 112:10,11,20;114:11;

 115:17;120:13;121:15;

 124:1;127:7,17,19,22;

 128:10,20;129:11,21,

 23;130:13,18;131:19

undercurrents (1)

 120:1

underlying (3)

 27:14;37:12;46:25

underpinning (3)

 32:15;35:16;102:12

understands (1)

 87:4

understood (7)

 7:1;19:24;55:22;

 86:23;91:5;93:3;

 118:21

underway (1)

 48:25

undisputed (1)

 53:4

undoubtedly (1)

 30:11

unduly (1)

 88:18

unfortunately (1)

 20:21

UNIDENTIFIED (1)

 97:3

unique (2)

 53:7;86:5

UNISON (2)

 3:7;133:23

unit (1)

 91:22

United (2)

 22:11,21

unknown (1)

 15:7

unless (6)

 18:10;21:25;74:8;

 103:2;111:22;131:11

unlike (1)

 124:13

unrelated (1)

 72:25

untenable (2)

 43:14;59:11

unusual (1)

 76:2

up (51)

 11:6;12:13,16;14:5,

 5,16,19;15:22;35:18;

 44:14;45:16;48:23;

 52:16;56:7;58:20;

 61:24;62:17;63:9;

 65:14;69:19;71:9;

 75:25;77:8;78:9;79:22,

 24;80:13;82:8;92:12;

 96:9;99:3;101:20;

 104:25;107:2,24;

 110:5;111:3;115:14;

 118:3;119:22;122:1,

 15;123:15;124:25;

 125:1;126:12,22;

 127:8;128:14;131:4;

 133:12

update (4)

 4:5,24;5:14;17:5

upload (1)

 133:15

uploaded (1)

 133:16

upon (21)

 10:12;14:19,21;

 28:14,15;32:9;36:1;

 37:5,5;38:17;39:2;

 41:8,24;42:20;67:4;

 68:20;98:22;99:13;

 100:3;101:3,18

upstairs (2)

 18:8;39:7

upward (1)

 59:5

urge (1)

 94:24

use (7)

 27:19;87:21,24;

 91:13;93:3;104:15;

 111:21

used (6)

 22:17,18;49:25;80:5;

 83:1;106:21

uses (5)

 58:5;86:13;88:7;

 109:1;117:10

using (2)

 70:19;126:24

usually (5)

 75:15;104:11;

 112:24,25;133:17

utilities (25)

 32:2;43:9;50:24;

 53:6;59:19;60:2;61:1;

 88:11,21,22;92:9,24;

 103:19,22;108:9,13,15,

 16;110:22;112:1,7,12;

 114:1;120:3,5

utility (36)

 21:1,6;24:17;25:1,4;

 29:19;30:8;32:11,23;

 34:4,6;36:3,4;37:1,10;

 53:22;54:4,11,13;

 59:11;86:1,8;88:3,17;

 92:19;94:6,17;95:3;

 98:22;114:5,8,11;

 123:9,25;124:12,13

utility's (1)

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(19) theory - utility's Case: 19-30088 Doc# 4819 Filed: 11/20/19 Entered: 11/20/19 13:14:33 Page 153

of 155
PG&E Corporation; Pacific Gas and Electric Company 

Case No. 19-30088

Chapter 11

November 19, 2019

 112:19

V

validity (2)

 108:20;111:18

value (11)

 82:8,9;98:8;99:1,19,

 23;100:10;101:9,11,16,

 17

values (1)

 98:17

vault (2)

 113:10,11

Ventura (1)

 67:12

venue (1)

 37:4

verge (1)

 67:7

versus (3)

 38:18;118:8;130:8

vertical (2)

 71:8;126:24

veto (1)

 14:24

VI (2)

 70:5,13

victim (1)

 17:2

victims (2)

 107:19,20

view (15)

 8:14;10:17,19;11:18;

 15:10;22:13;57:4;

 82:21;93:22;97:14;

 118:1;122:6;127:15,

 16;129:2

views (1)

 108:18

violate (2)

 94:10;112:7

violating (1)

 90:10

violation (1)

 96:3

virtually (1)

 59:14

virtue (1)

 91:12

vote (1)

 127:13

voting (1)

 107:20

vulnerable (1)

 103:22

W

Wait (10)

 3:15;14:15;30:6;

 45:15;46:15,15;47:19;

 70:14;85:6;94:24

waived (2)

 71:24;111:22

waiver (4)

 71:16,18;73:22;

 126:20

walk (4)

 13:4,10;69:2;90:18

Walker (2)

 121:2;131:13

wants (8)

 8:19;15:22;63:19;

 76:21,24;81:4;107:5;

 130:15

warnings (1)

 61:21

Washington (2)

 67:6;84:24

waste (1)

 90:3

Water (5)

 33:19;92:17;124:16,

 18,18

way (56)

 8:25;9:3;16:13;

 23:15;27:10,11;44:9,

 15;48:14,14,24;49:1;

 51:22;52:3;55:12,12,

 13,14;60:8;63:9;64:7;

 65:19;67:2;74:22;77:2;

 81:8;86:10,24;88:1,9,

 18;89:15,16;91:10;

 92:21;94:5,23;95:19;

 98:2;99:2;100:24;

 102:20;103:3;105:17;

 107:7;114:3;115:18;

 119:3;122:16;127:4,4,

 23,24;129:10;130:15,

 15

ways (3)

 26:3;90:21;121:6

weeds (1)

 79:8

week (1)

 16:25

weekend (1)

 78:6

weeks (5)

 14:4;17:4;18:8;

 22:17;86:23

weigh (1)

 49:15

Weil (2)

 3:13;68:16

Welcome (3)

 3:8;85:14;96:24

weren't (3)

 40:20,23;41:20

West (45)

 20:6;21:20,22,25;

 22:3,8,16,19,20;25:9;

 26:16;27:7,7;37:22;

 46:5;47:3;62:23;63:1,

 2,8;64:20;66:6;71:18,

 20,21;76:9,20;77:11,

 14,15,20;78:7,17,19;

 82:22;83:18;84:25;

 89:10;117:23;125:15,

 19,20,21,22,25

West's (1)

 78:2

whack (1)

 106:11

what's (14)

 4:18;11:16;34:22,23;

 38:21;46:4;50:25;

 56:23;67:3;82:11;90:2;

 102:4;106:8;130:6

whatsoever (1)

 54:6

whenever (1)

 117:15

when're (1)

 6:1

whereas (2)

 7:22;42:18

Whereupon (1)

 133:24

whichever (1)

 40:11

whoever's (1)

 11:13

whole (7)

 16:18;35:15;50:4,5;

 51:7;91:5,9

who's (3)

 58:4;65:4;84:24

whose (1)

 97:15

wife (1)

 119:21

wildfire (4)

 26:5;48:5;49:2;

 58:24

wildfires (2)

 53:14;59:14

Williamson (1)

 96:15

willing (1)

 15:24

willingness (1)

 14:15

Willkie (3)

 5:14;7:2;97:7

win (3)

 8:1;42:8;49:21

winning (1)

 78:3

wire (2)

 113:5,6

wires (1)

 113:8

wish (1)

 67:15

withdrawn (1)

 38:13

withheld (1)

 66:16

without (5)

 37:6;44:13;59:10;

 82:3;112:21

witness (2)

 78:23;79:1

witnesses (2)

 106:16,17

wonderful (1)

 92:21

word (7)

 27:20;60:15;70:19;

 90:2;106:21;118:19;

 125:21

words (9)

 20:12,12;32:19;

 50:17;81:23;103:7,10;

 120:10;130:5

work (7)

 20:23;22:18;43:19;

 88:2;95:18;132:18;

 133:21

worked (1)

 97:17

works (5)

 20:20;21:5;43:19;

 88:1;123:19

world (3)

 86:1;92:19;93:23

worry (1)

 79:6

worth (1)

 98:11

wrap (3)

 96:9;107:2;118:3

wrist (2)

 126:2,12

wrists (1)

 126:11

writ (13)

 64:2;69:19;70:1;

 116:24;117:1,5,6,8,10,

 11;118:8,16;119:4

write (1)

 88:9

writings (1)

 26:21

writs (3)

 38:2;64:13;117:16

written (3)

 84:24;118:12,13

wrong (14)

 28:7,8,9;37:18;

 57:23;60:15;84:15,21;

 90:20,21;92:4;101:4;

 125:18;127:3

X

XIX (6)

 86:7;87:16;88:9;

 89:21;110:7;111:17

Y

year (7)

 36:25;37:7;49:24;

 73:4;110:4,5;119:5

years (18)

 23:6,10,11;35:15;

 37:21;39:14,20,23;

 40:15;41:19;43:1;44:5,

 17;47:5;52:19;54:6;

 88:5;90:9

yesterday (5)

 5:8;11:3;100:21;

 133:8,9

younger (1)

 119:18

Z

zero (2)

 100:2;101:9

0

07 (1)

 40:1

1

1 (6)

 128:10;130:3,13;

 132:2,4,6

1.1 (1)

 68:20

10 (4)

 3:9;31:20;78:18;

 84:3

1047 (2)

 78:19,19

1054 (2)

 86:10;94:20

10-K (1)

 77:19

10-Q (2)

 68:19;77:17

11 (1)

 127:1

11th (2)

 6:5;18:3

12 (2)

 70:5,13

12:30 (1)

 133:24

125 (1)

 88:5

1292 (1)

 129:23

14 (2)

 77:23;80:8

158 (2)

 127:19;128:15

158d2 (2)

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PG&E Corporation; Pacific Gas and Electric Company 

Case No. 19-30088

Chapter 11

November 19, 2019

 128:6;130:2

158d2A (1)

 128:16

158d2A3 (1)

 128:10

17th (2)

 53:2;119:5

18 (1)

 78:14

1890s (1)

 124:23

1894 (1)

 89:5

19 (3)

 3:1;57:12;125:4

1911 (3)

 88:15;89:7;108:16

1940 (3)

 63:2;64:20;76:9

1950 (1)

 119:22

1999 (1)

 116:12

2

2 (9)

 28:5,22;59:9;124:24;

 128:10;130:3,13;

 132:3,4

20 (1)

 78:15

200 (1)

 68:17

2004 (1)

 40:1

2007 (2)

 40:2;110:10

2012 (1)

 116:13

2014 (1)

 90:5

2015 (4)

 63:22;66:23;68:19;

 69:14

2017 (4)

 52:18;53:4;63:22;

 66:23

2018 (2)

 67:18;70:2

2019 (1)

 3:1

2020 (1)

 5:24

205 (1)

 118:14

20th (1)

 5:24

217 (1)

 112:15

25 (1)

 78:18

26 (1)

 5:22

3

3 (12)

 72:17;73:25;83:19,

 19;84:3;128:18,19;

 129:5;130:3,13,14;

 132:4

30th (1)

 44:25

4

4 (2)

 18:1;82:19

451 (2)

 86:4;95:6

4794 (1)

 133:6

49ers (2)

 49:19,25

4th (5)

 5:6,10,11;8:21;18:16

5

502c (1)

 98:5

54b (18)

 51:21;120:13,24;

 121:4,7,14,23;127:17;

 128:2,4,20;129:17,22;

 131:6,7,12,19;132:8

54b'd (1)

 131:13

6

6 (2)

 33:19;92:22

6,500 (1)

 107:18

7

7 (1)

 77:20

700-million-dollar (1)

 9:22

784 (1)

 112:15

8

800 (1)

 112:15

85 (1)

 89:24

9

9:59 (1)

 3:1

9019 (3)

 9:23;10:8;15:2

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