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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-DM

Chapter 11

San Francisco, California

Wednesday, February 13, 2019

1:00 PM

MOTION OF DEBTORS PURSUANT TO 

11 U.S.C. SECTIONS 105(A), 

363(B), AND 507 AND FED. R. 

BANKR. P. 6003 AND 6004 FOR 

INTERIM AND FINAL AUTHORITY 

TO (I) PAY PRE-PETITION 

WAGES, SALARIES, WITHHOLDING 

OBLIGATIONS, AND OTHER 

COMPENSATION AND BENEFITS; 

(II) MAINTAIN EMPLOYEE 

BENEFITS PROGRAMS; AND (III) 

PAY RELATED ADMINISTRATIVE 

OBLIGATIONS (8)

TRANSCRIPT OF PROCEEDINGS

BEFORE THE HONORABLE DENNIS MONTALI

UNITED STATES BANKRUPTCY JUDGE

APPEARANCES:

For the Debtor: STEPHEN KAROTKIN, ESQ.

Weil, Gotshal & Manges LLP 

767 Fifth Avenue 

New York, NY 10153

(212)310-8000

For the Debtor: JANE KIM, ESQ.

TOBIAS KELLER, ESQ.

PETER J. BENVENUTTI, ESQ.

Keller & Benvenutti LLP 

650 California Street

Suite 1900

San Francisco, CA 94108

(415)796-0709

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For the Office of the 

United States Trustee:

LYNETTE C. KELLY, ESQ.

United States Department of 

Justice

Phillip J. Burton Federal Building 

450 Golden Gate Avenue

5th Floor

Suite #05-0153 

San Francisco, CA 94102

(415)252-2080

For the Official 

Creditors' Committee:

GREGORY A. BRAY, ESQ.

Milbank, Tweed, Hadley & McCloy 

LLP

2029 Century Park East

33rd Floor

Los Angeles, CA 90067

(424)386-4000

Court Recorder: MONICA TARTAGLIA

 United States Bankruptcy

Court

450 Golden Gate Avenue

16th Floor

San Francisco, CA 94102

Transcriber: SUSAN PATTERSON

 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, WEDNESDAY, FEBRUARY 13, 2019, 

1:01 PM

-oOo-

(Call to order of the Court.)

THE COURT: (Audio begins mid-sentence) -- but rather 

I'll ask counsel to appear at the podium and identify yourself,

and if you come back again, please do it again for the court 

reporter. 

Well, look who's in the first chair.

MR. BENVENUTTI: Hello, Your Honor. 

THE COURT: Are you appearing first today Mr. 

Benvenutti?

MR. BENVENUTTI: Actually, I'm not, Your Honor. I 

just happen to have this seat. 

THE COURT: Oh, okay. Whose got the watch? 

MR. KAROTKIN: Good afternoon, Your Honor. Stephen 

Karotkin, Weil, Gotshal & Manges for the debtors. 

THE COURT: Afternoon. Good to see you. Sorry about 

the rain that we've laid on you here. 

MR. KAROTKIN: That's okay. We have a motion on today 

with respect to clarifying the wage order that was --

THE COURT: Yeah. 

MR. KAROTKIN: -- entered by the Court. 

THE COURT: Well, it does more than that. Right?

MR. KAROTKIN: It does a little more than that, yes. 

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THE COURT: Yeah. 

MR. KAROTKIN: We are asking Your Honor -- in 

connection with the payment of compensation to certain 

employees, there were inadvertently thirty employees who 

were --

THE COURT: Right. 

MR. KAROTKIN: -- over the cap. I think the motion is 

fairly self-explanatory. All but three of those employees are 

union-represented employees, and as we set forth in both Mr. 

Boken's declaration and in the pleading, none are officers and 

none are insiders. 

THE COURT: One of the -- well, I have two sort of 

big-ticket questions about the motion. 

The first one is at 6 o'clock last night, finally,

there was some evidentiary support for the motion. And we've 

got to have a better understanding as to when you're going 

to -- in this case; again, this is not a run of the mill case,

as you know, with the number of people involved and the number 

of parties. I think I'm going to insist that the debtor do a 

better job of providing the foundation for the facts. And even 

this document that was filed last night by the responsible 

person, itself, is hearsay. I mean, I realize for a motion of 

this nature, we don't need the name of everybody in the 

organization who knew the facts. But maybe one responsible 

employee of PG&E could have said -- someone in the employment 

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department or somewhere could say this is what happened in the 

records. But instead, we have a third party -- and again, I 

don't mean any criticism of the CRO, but you need to do a 

better job of foundation and timing. 

MR. KAROTKIN: Okay.

THE COURT: And I didn't mind, and I certainly do not 

mind expediting a hearing, particularly to correct something 

that was glitched. I mean, if some checks bounced because the 

banks didn't honor them, that's understandable, and it's not 

fair to the employees to get held up with that. 

But if there's a number of other significant payments 

that should have been disclosed, then I'm wondering why are we 

doing it on such short notice when we have an omnibus hearing 

coming up, we have a committee that's now been designated. I 

don't know if they service; maybe you know more than I, but at 

least it seemed to me that the debtors have to give me -- the 

debtor's counsel has to make sure there's a foundation and a 

timing. 

Now, that being said, I guess I should ask, are there 

any objections?

MR. KAROTKIN: Well, let me try to address a couple of 

your points. 

THE COURT: Okay. 

MR. KAROTKIN: And I apologize for the late 

declaration. We really did not anticipate -- and this is not a 

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good excuse -- that there would be any objections to this. The 

U.S. Trustee notified us yesterday that they have some issues. 

So we submitted the declaration. 

I will point out that Mr. Boken, who is the deputy 

CRO, has been at the company for a few --

THE COURT: Oh, I have no doubt about that. 

MR. KAROTKIN: -- a few months and does have personal 

knowledge of all of this. 

THE COURT: But he didn't say that. 

MR. KAROTKIN: All right.

THE COURT: What he said was what the debtors said. 

MR. KAROTKIN: Okay.

THE COURT: I mean, again, I don't want to turn this 

into Evidence 101. But if he says what the debtor says, it's 

hearsay. I'm not going to deny the motion. But why, for the 

wage or the larger portion of the thing, why couldn't it wait 

until the two weeks -- the omnibus hearing?

MR. KAROTKIN: Let me try to address that. There was 

a lot of -- there were a lot of people who were completely 

disconcerted by the fact that their checks bounced. And these 

are rank and file people.

THE COURT: I know; that's no brainer. Of course, 

they should be corrected. 

MR. KAROTKIN: And that was the reason that we thought 

it was appropriate to come on an emergency basis to get these 

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people their checks. A lot of these people have been working 

up at the base camps where the fires were, inadvertently didn't 

cash some old checks --

THE COURT: I might have signed that order ex parte. 

MR. KAROTKIN: Okay. So --

THE COURT: Sure, somebody gets a check that doesn't 

get honored because the bank or for some other reason. But 

that's different from saying we forgot a bunch of other 

employees and we got a million-and-a-half or whatever the 

figure is for relocation expenses. Those didn't seem to be as 

time sensitive to me. 

MR. KAROTKIN: Your point is well taken, sir. 

THE COURT: Well, I think that we had the first 

hearing, and you and I know -- you lived through it more than I 

did -- in a matter of hours. Then we had a hearing in two 

days, and then we had radio silence, and then all of a sudden 

this motion comes in that corrects and fixes a necessary fix 

for people who were victims of a mix-up on checks. So as I 

say, I'm not kidding; I would have corrected that if I could 

have on my own. 

But then we get this other thing with a combination of 

setting the hearing on two or three days' notice, but then no 

support for it until last night. And I'm not -- let's not have 

that happen again, that's all. 

MR. KAROTKIN: Yes, sir. 

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THE COURT: Now, is there anyone in court or on the 

phone in the case that wants to be heard in opposition to what 

we're calling the emergency motion or expedited motion that Mr. 

Karotkin has summarized. 

MR. KAROTKIN: And just one thing. 

THE COURT: Yup, okay. 

MR. KAROTKIN: If you have any questions for Mr. 

Boken --

THE COURT: No, I don't. 

MR. KAROTKIN: -- he's in court, and he can address 

that. 

THE COURT: I don't. I understand the whole point. 

MR. KAROTKIN: Okay. 

THE COURT: And I'm not your opponent here. 

MR. KAROTKIN: Okay. Thank you, sir. 

THE COURT: But make sure we get it -- if there're any 

motions -- well, I understand -- my clerk told me an order for 

shortened time came in today on something. Are you aware of 

that?

MR. KAROTKIN: I'm not. 

THE COURT: Okay. Well, check your inbox. 

Something -- 

MR. KAROTKIN: Maybe I should come here more often to 

find out what's going on in the case. 

THE COURT: I want to raise one other thing with you, 

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Mr. Karotkin, and that's again something that happened at the 

first day hearing. And it didn't happen today, but I want to 

make sure it doesn't happen again as we go forward in this 

case. And that is I don't want to get presented an order that 

grants more relief than the motion asks for. And that's 

fundamental pleading. If you sue somebody for a million 

dollars, you can't get a default judgment for a million and one 

dollar. So in my mind, in a case like this, if the debtor says 

I'd like to do the following things on an expedited basis, A, 

B, and C, and we all go, fine, and then I'm told, well, E and F 

are in the order, that's not okay. 

MR. KAROTKIN: No, of course not. 

THE COURT: But it happened; it happened last time. 

And I signed an order. I forget which one it was, and I 

remember -- maybe, well, I don't remember what specifically it 

was. And I don't mind the proposed orders. I think that's a 

good practice that you're giving me and everybody else. Again, 

it's not just me; it's everyone else whose watching this case. 

And so let's try to make sure that in the future that proposed 

orders don't ask for more than the moving papers asked for. So 

we have --

MR. KAROTKIN: I apologize for that. I certainly was 

not aware of that, and I apologize then. 

THE COURT: Don't apologize. Let's just make sure it 

doesn't happen again. 

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MR. KAROTKIN: Yes, sir. 

THE COURT: Okay. So I don't hear any -- well, maybe 

I do from the U.S. Trustee. There's an issue on this -- what 

did we call this -- confirming and correcting order? Ms. 

Kelly.

MS. KELLY: Just briefly, Your Honor. Your Honor, 

obviously the motion does ask for some additional relief and is 

not simply the final order on the prior motion. We had spoken 

with debtors' counsel yesterday and pointed out the lack of 

evidence and asked for additional evidence, and the 

declaration, as Your Honor notes has been filed. 

We had asked for a list of the employees. What is 

attached to the declaration is a list of employee titles --

THE COURT: Yeah, I saw that. 

MS. KELLY: -- without names of employees. Now, 

debtors' counsel said, well, there's a PII sort of issue of 

personally identifiable information about people, but the thing 

is, these are creditors. If they're not on the creditors

matrix, they should be added to the creditors matrix. These 

are creditors, and they're asking to pay these pre-petition 

creditors. Okay, that's what the motion's about. But they're 

asking, for some reason, to pay them without saying who they 

are. 

I mean, there are several different people of the same 

title on here. There are several lineman; there are several of 

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various different things. Nobody knows which ones which. 

Counsel may think they know which person's which. They may 

think they know that everybody agrees to these --

THE COURT: Oh, I doubt that -- I doubt that the 

principal counsel know, but somebody in the company must know. 

MS. KELLY: Well, somebody in the company may know who 

they all are and have some basis for coming up with these 

amounts, but this doesn't even really give notice to the 

particular people: here you are, you're on this motion, we're 

proposing to pay you X amount. I mean, they may think they are 

owed some different amount. 

There really isn't any reason for this nondisclosure,

and we've argued at the last hearing about what needs to be 

disclosed and what doesn't. But we just don't see why the 

names of creditors need to be withheld from this and just the 

titles given. And so that is the one point. 

The rest of it, they have addressed. They filed the 

declaration. They've provided some evidence about it. But we 

think that is needlessly withheld here. 

THE COURT: Well, what do you think I should do about 

it now? I mean, after the fact, the names of each and every 

one of these people? 

MS. KELLY: Well, Your Honor, I think it could be 

supplemented so that it's clear who exactly is being paid here. 

How do we know -- if there's another motion and they say, oh,

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we forgot a few backhoe operators and here's three more, how 

can anyone distinguish who's who? Who is being paid here? 

It's just -- they're all being referred to in some way that 

doesn't specifically identify anybody. 

So I think for that reason, we would request a further 

supplement, to the extent that there can be names added to the 

chart. And that would be the extent of it. 

THE COURT: Mr. Karotkin, what's your take on that? 

You only have 24,000 employees. You've got a list of them all. 

MR. KAROTKIN: My take on it is, I don't understand 

why providing the names is relevant to the relief we're 

seeking, nor do I think it's appropriate to have the names 

filed in the courthouse reflecting how many --

THE COURT: How do you feel about making the names 

available to the U.S. Trustee?

MR. KAROTKIN: On a confidential basis?

THE COURT: Or perhaps to a creditors' committee. 

Again, I don't think anybody cares about a lineman or a 

troubleman or anyone else on this list not getting paid. The 

question is whether it's appropriate to publicize in any way, 

you know, Joe Smith is being paid 2,000 for this. I mean, I 

would think that the U.S. Trustee or the creditors' committee

could have that information if they wanted it. 

MR. KAROTKIN: We're happy to provide it. First of 

all, the creditors' committee's counsel is here and they --

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THE COURT: Again, I don't know who the committee's 

counsel is yet, so.

MR. KAROTKIN: Yeah, I doubt that they want it, but if 

they want it, we're happy to provide it to them on a 

confidential basis. And if the U.S. Trustee thinks it's so 

critical to her analysis of this motion to have the names of 

these people, we will provide it to her on a confidential 

basis. 

THE COURT: Well, let's try a different approach. At 

some point, the company has to -- the utility, and -- well, no,

I guess both debtors -- have to complete their schedules, and 

the schedules will name the creditors, won't they?

MR. KAROTKIN: It will not name these people if you 

grant the relief, because they will have been paid. 

THE COURT: Yeah, but the petition speaks as of the 

petition date. So if on the petition date someone is owed a 

hundred dollars or a million dollars, don't you think it should 

be scheduled? You take the view that a post-petition payment 

means the person isn't scheduled?

MR. KAROTKIN: Your Honor, I'm not accustomed to 

listing 24,000 employees on schedules with respect to prepetition wages. But if that's required, then it will be 

required. 

THE COURT: Well, I'm just having a discussion --

MR. KAROTKIN: Yeah. 

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THE COURT: -- to see what people think on it. I 

mean, you don't disagree in a run of the mill case --

MR. KAROTKIN: No, I don't at all. 

THE COURT: -- where there isn't a first day order. 

And creditors have a right to be paid. We obviously follow a 

procedure here in this case and in lots of cases of paying the 

priority and frequently finding more than the priority of 

individuals. You know, individuals.

MR. KAROTKIN: Yes, for sure. 

THE COURT: We're not dealing with corporations, or 

third parties, or anything else. Well, Ms. Kelly --

MR. KAROTKIN: No, you're absolutely right that the 

schedule should speak as of the petition date. You're 

absolutely correct. 

THE COURT: Yeah, again, I mean, the thought of having 

to look at a list of schedules of 24,000 people is a little bit 

daunting, but what if the company is wrong, and they underpay 

somebody, and that person believes that he or she is owed 

10,000 dollars and they only get paid 4,000 dollars. The 

schedules are presumptively allowed --

MR. KAROTKIN: Um-hum.

THE COURT: -- or they -- alternatively, the person is 

going to have to file for the claim. 

MR. KAROTKIN: Yes. And of course we would --

THE COURT: So one way or the other, it's got to get 

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resolved. 

MR. KAROTKIN: And of course, we would give notice to 

all the employees to make sure that they have the opportunity 

to file a claim, and to the extent, Your Honor, that the 

schedules require that, we will comply -- certainly comply. 

THE COURT: Well, Ms. Kelly, that -- I mean, if they 

comply with the schedules, then it seems to me that -- again,

let's use our hypothetical. If the schedule says that Mr. X is 

a creditor for 10,000 dollars, and post-petition, Mr. X was 

paid 10,000 dollars pursuant to a first day order, both of 

those facts are true, right? And if Mr. X really believes that 

he's owed 20,000 dollars, he has a remedy, that thing called 

proof of claim. 

MS. KELLY: That's right, Your Honor. The point is 

really that -- just that, that they are creditors in the case 

and that's really the part that was troubling. They are 

creditors in the case. Their names are going to be disclosed; 

they need to be in the schedules. It seemed that the debtor 

was not contemplating doing that, and so that is really the 

U.S. Trustee's point now. Yes, we'd like to see them on here 

on this chart, as well. If Your Honor is not inclined to grant 

that, they at least need to be in the schedules. 

THE COURT: Well, I think there seems to be a 

consensus there that they agreed they need to be in the 

schedules. Going back to the second question, what else do we 

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need at this point? Do you care -- in other words, let's stick 

with our hypothetical employee, Mr. X; in the schedules on page 

318, he's the 21,000th creditor; he's listed as 10,000 dollars. 

If subsequent to then, X has been paid that 10,000 dollars, 

he's happy and that is a fact that is known. And the third 

fact or the third issue is that if Mr. X is actually owed 

20,000 dollars, he can file a proof of claim. You will see the 

schedules, and everybody else will see them when they're filed. 

Are you satisfied with that or do you need to know Mr. X's name 

today matched up against his title? I'd be inclined to say if 

you need to know it, then I'd take the suggestion that it be 

made confidentially to you to do with. The question is, do you 

want it? Does that provide some administrative remedy that you 

think is useful or not?

MS. KELLY: The U.S. Trustee's point was really that 

it should be part of the evidence in support of this motion, 

that is should be part of the filed document. And that was 

what I came here today to say. 

THE COURT: Okay. 

MS. KELLY: Yes --

THE COURT: Then I'm going to overrule that piece of 

it because I don't think it's useful in a broad sense. And if 

you want to have it so that it's truthful -- I mean, that 

sounds wrong; I'm assuming it's truthful to begin with. If you 

want to have it for some other reason to match it up and to see 

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that the post-petition filing, such as today's motion, can be 

verified, I think the debtor should make that available to you 

on a confidential basis or to your office. And if 

hypothetically -- or not hypothetically -- if, in fact, the 

creditors' committee wanted that information, they would be 

entitled to it. I would probably agree with Mr. Karotkin; they 

probably don't want it. But that's for another day. 

And I guess the final thing, Mr. Karotkin, is whether 

it's 24,000 creditors or 10 creditors, if the schedule shows 

that they are petition-day creditors but then subsequent to the 

petition they were paid, that ought to be established some way.

MR. KAROTKIN: Yes, sir. 

THE COURT: Whether it's a schedule or a supplement to 

the schedule or something. 

MR. KAROTKIN: Um-hum. Yup, yes, sir. 

THE COURT: I'll leave that for another day, too. 

Okay?

MR. KAROTKIN: And I'll renew my offer. If counsel 

wants it on a confidential basis, we're more than happy to give 

it to --

THE COURT: Okay. 

MR. KAROTKIN: -- to counsel or to the committee. And 

again, we will be very careful to make sure the schedules 

comply in all respects with what's required. 

THE COURT: Okay. 

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MR. KAROTKIN: And I apologize if I was suggesting 

otherwise. But no, we will surely do that. 

THE COURT: You don't have to apologize any more. 

MR. KAROTKIN: Okay. Thank you, sir. 

THE COURT: Now, is there anything else we need to 

address on the 1 o'clock calendar?

MR. BRAY: Your Honor, it might be helpful for me to 

make my appearance. Gregory Bray, Milbank LLP; we're proposed 

counsel for the official creditors' committee. 

THE COURT: My pleasure.

MR. BRAY: Since there was reference to us, I thought 

I should speak up. 

THE COURT: Can you just state your name again?

MR. BRAY: Gregory Bray, B-R-A-Y, Your Honor. 

THE COURT: Okay. Mr. Bray, welcome to the Court. 

MR. BRAY: Thank you. 

THE COURT: And you don't have a position on what you 

just heard?

MR. BRAY: We're happy -- if it will help with the 

process, we're happy -- FTI was also -- has been hired as the 

committee's financial advisor. We can take a look at the names 

if that will help. We didn't see anything out of the ordinary 

course with the motion. But if that would help the situation,

we can certainly do that quickly. 

THE COURT: Is that our phone making a beep? Okay. 

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Thank you, Mr. Bray. 

What else? So I'll be getting papers for you for 

appointment? 

MR. BRAY: Yes, Your Honor. We should have filed a 

notice of appearance --

THE COURT: Well, you haven't had much time. 

MR. BRAY: It's true. I believe the U.S. Trustee 

filed the notice of appointment of the committee --

THE COURT: It did. 

MR. BRAY: -- and the committee members --

THE COURT: It did. 

MR. BRAY: -- and you've probably seen that. 

THE COURT: Of course. 

MR. BRAY: So I won't waste your time, then, going 

through that. 

THE COURT: I've seen it. I read the docket instantly

real time. 

MR. BRAY: Of course. 

THE COURT: 24-7. I can name all the members of the 

committee. 

MR. BRAY: Thank you, Your Honor. 

THE COURT: And their counsel. But you haven't 

appeared. 

All right. So one other question, then, Mr. Karotkin. 

We have noticed the follow-up on ten motions that are 

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carryovers on the 27th, and you've made plus six more. And are 

those all going to be filed? They're not filed yet, are they? 

The new six, the six? I got the notice. I'm just -- I want to 

get a preview of coming attractions between now and two weeks 

from now. Maybe Ms. Kim knows. 

MR. KAROTKIN: I don't think anything new was filed. 

I think this is --

THE COURT: Well, the agenda that Ms. Kim provided for 

us said that there's six new items. I just don't know what the 

underlying --

MS. KIM: I'm not sure about six. I know that there 

were three motions that were filed on the first day.

THE COURT: Yeah, but they're not on your agenda for 

the 27th. 

MS. KIM: They were on the agenda --

THE COURT: Well, you've got -- look, I can't remember 

if the six exactly. But one of them is an ordinary course of 

payments to professionals -- employment of professionals. One 

of them is --

MS. KIM: Yes. 

THE COURT: -- retention of counsel. One of them is 

utilities -- well, I think it's a different utility motion. 

MS. KIM: The utilities, payments --

THE COURT: Okay.

MS. KIM: -- the reclamation procedures, 503(b)(9) 

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procedures.

THE COURT: Right. 

MS. KIM: The ordinary course professionals' interim 

compensation, and I can't remember what the sixth one is.

MR. KAROTKIN: The case management.

THE COURT: Yeah. Yeah, so --

MS. KIM: Those have all been filed. 

MR. KAROTKIN: The case management.

MS. KIM: Oh, the case management procedures -- 

THE COURT: Well --

MS. KIM: -- motion, those have all been filed. 

THE COURT: Well, that's what I'm not clear on. Were 

some of them just filed, though?

MS. KIM: So --

THE COURT: Because some of the -- three of them were 

filed with the original --

MS. KIM: Correct. Three of them were filed on the 

first day; three of them were filed on the 12th. Wait, no, 

sorry. 

THE COURT: Well, the 12th was yesterday. 

MS. KIM: The 6th -- February 6th. 

THE COURT: What did you say?

MS. KIM: February 6th. 

THE COURT: Okay. Well, I -- maybe I didn't see them 

in the docket. I just want to make sure they're there. Again, 

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it's not just for me; you and your staff have been very helpful 

to us. I'm talking about everybody else. So whether it's the 

formal committee or any other group, I just want to make sure 

that -- and you're saying so -- that in the court docket, as of 

now, that the matters that will be on for the 27th are there. 

MS. KIM: Yes, and the notice of hearing should have 

put in their docket numbers. So -- okay.

THE COURT: Maybe it did. I just haven't -- I really 

haven't memorized --

MS. KIM: Yup, um-hum.

THE COURT: -- all those things. But I --

MS. KIM: Every matter that we have put in that notice 

has been filed. 

THE COURT: What I did is I looked over your agenda,

and the agenda broke it down to the ten that carry over and the 

six that are new. 

MS. KIM: Um-hum. 

THE COURT: And you clarified what I wasn't sure of as 

to whether all six have been now filed, and you said yes. 

MS. KIM: Yes. 

THE COURT: That's good enough for me. That's what I 

needed to know. 

MS. KIM: Okay. 

THE COURT: Okay. Then we'll take a five-minute break 

until we go to the 1:30 calendar. So you're welcome to, all of 

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you here, to stay here or take a break, go out in the hall. 

I'll be back in five minutes. 

(Whereupon these proceedings were concluded at 1:25 PM)

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C E R T I F I C A T I O N

I, Susan Patterson, certify that the foregoing transcript is a 

true and accurate record of the proceedings.

________________________________________ 

/s/ SUSAN PATTERSON, CDLT-174

eScribers

7227 N. 16th Street, Suite #207

Phoenix, AZ 85020

Date: February 14, 2019

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PG&E CORPORATION AND PACIFIC GAS AND ELECTRIC COMPANY 

Case No. 19-30088-DM February 13, 2019

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Case No. 19-30088-DM February 13, 2019

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Case No. 19-30088-DM February 13, 2019

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 10:2;20:5;21:24;22:8

mean (12)

 4:22;5:3,8;6:13;

 10:24;11:10,21;12:21;

 14:2,15;15:6;16:23

means (1)

 13:19

members (2)

 19:10,19

memorized (1)

 22:9

mid-sentence (1)

 3:5

might (2)

 7:4;18:7

Milbank (1)

 18:8

mill (2)

 4:17;14:2

million (3)

 9:6,7;13:17

million-and-a-half (1)

 7:9

mind (4)

 5:6,7;9:8,16

minutes (1)

 23:2

mix-up (1)

 7:18

months (1)

 6:7

more (12)

 3:24,25;5:15;7:14;

 8:23;9:5,20;12:1;14:7;

 17:19;18:3;20:1

motion (20)

 3:20;4:7,13,15,22;

 6:15;7:17;8:3,3;9:5;

 10:7,8;11:9,25;13:6;

 16:16;17:1;18:23;

 20:22;21:11

motions (3)

 8:17;19:25;20:12

motion's (1)

 10:21

moving (1)

 9:20

much (1)

 19:6

must (1)

 11:5

N

name (6)

 4:23;13:12,13;16:9;

 18:13;19:19

names (10)

 10:15;11:15,21;12:6,

 11,12,14;13:6;15:17;

 18:21

nature (1)

 4:23

necessary (1)

 7:17

need (10)

 4:23;5:3;11:15;

 15:18,22,24;16:1,9,11;

 18:5

needed (1)

 22:22

needlessly (1)

 11:19

needs (1)

 11:13

new (4)

 20:3,6,9;22:16

night (3)

 4:14,21;7:23

Nobody (1)

 11:1

nondisclosure (1)

 11:12

none (2)

 4:10,11

nor (1)

 12:12

notes (1)

 10:11

notice (9)

 5:13;7:22;11:8;15:2;

 19:5,8;20:3;22:6,12

noticed (1)

 19:25

notified (1)

 6:2

number (3)

 4:18,18;5:11

numbers (1)

 22:7

O

objections (2)

 5:20;6:1

obviously (2)

 10:7;14:5

o'clock (2)

 4:14;18:6

offer (1)

 17:18

office (1)

 17:3

officers (1)

 4:10

official (1)

 18:9

often (1)

 8:23

old (1)

 7:3

omnibus (2)

 5:13;6:17

One (15)

 4:12,14,24;8:5,25;

 9:7,14;11:16,22;14:25;

 19:24;20:17,18,21;

 21:4

ones (1)

 11:1

only (2)

 12:9;14:19

oOo- (1)

 3:3

operators (1)

 12:1

opponent (1)

 8:14

opportunity (1)

 15:3

opposition (1)

 8:2

order (11)

 3:4,21;7:4;8:17;9:4,

 11,14;10:4,8;14:4;

 15:10

orders (2)

 9:16,20

ordinary (3)

 18:22;20:17;21:3

organization (1)

 4:24

original (1)

 21:16

otherwise (1)

 18:2

ought (1)

 17:11

out (5)

 6:4;8:24;10:9;18:22;

 23:1

over (3)

 4:7;22:14,15

overrule (1)

 16:21

owed (5)

 11:11;13:16;14:18;

 15:12;16:6

own (1)

 7:20

P

page (1)

 16:2

paid (10)

 11:24;12:2,19,21;

 13:14;14:5,19;15:10;

 16:4;17:11

papers (2)

 9:20;19:2

part (3)

 15:16;16:16,17

parte (1)

 7:4

particular (1)

 11:9

particularly (1)

 5:7

parties (2)

 4:19;14:11

party (1)

 5:2

pay (3)

 10:20,22;11:10

paying (1)

 14:6

payment (2)

 4:3;13:18

payments (3)

 5:11;20:18,23

people (14)

 4:18;6:19,21;7:1,1,

 18;10:17,24;11:9,22;

 13:7,13;14:1,16

perhaps (1)

 12:17

person (4)

 4:22;13:19;14:18,22

personal (1)

 6:7

personally (1)

 10:17

person's (1)

 11:2

petition (6)

 13:15,16,16,22;

 14:13;17:11

petition-day (1)

 17:10

PG&E (1)

 4:25

phone (2)

 8:2;18:25

piece (1)

 16:21

PII (1)

 10:16

pleading (2)

 4:10;9:6

please (1)

 3:7

pleasure (1)

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(3) kidding - pleasure Case: 19-30088 Doc# 450 Filed: 02/14/19 Entered: 02/14/19 17:21:46 Page 27 of

29
PG&E CORPORATION AND PACIFIC GAS AND ELECTRIC COMPANY 

Case No. 19-30088-DM February 13, 2019

 18:10

plus (1)

 20:1

PM (2)

 3:2;23:3

podium (1)

 3:6

point (9)

 6:4;7:12;8:12;11:16;

 13:10;15:14,20;16:1,

 15

pointed (1)

 10:9

points (1)

 5:22

portion (1)

 6:16

position (1)

 18:17

post-petition (3)

 13:18;15:9;17:1

practice (1)

 9:17

pre- (1)

 13:21

pre-petition (1)

 10:20

presented (1)

 9:4

presumptively (1)

 14:20

preview (1)

 20:4

principal (1)

 11:5

prior (1)

 10:8

priority (2)

 14:7,7

probably (3)

 17:6,7;19:12

procedure (1)

 14:6

procedures (3)

 20:25;21:1,9

proceedings (1)

 23:3

process (1)

 18:20

professionals (2)

 20:18,18

professionals' (1)

 21:3

proof (2)

 15:13;16:7

proposed (3)

 9:16,19;18:8

proposing (1)

 11:10

provide (4)

 12:24;13:4,7;16:13

provided (2)

 11:18;20:8

providing (2)

 4:20;12:11

publicize (1)

 12:20

pursuant (1)

 15:10

put (2)

 22:7,12

Q

quickly (1)

 18:24

R

radio (1)

 7:16

rain (1)

 3:19

raise (1)

 8:25

rank (1)

 6:21

rather (1)

 3:5

read (1)

 19:16

real (1)

 19:17

realize (1)

 4:22

really (9)

 5:25;11:8,12;15:11,

 15,16,19;16:15;22:8

reason (6)

 6:24;7:7;10:22;

 11:12;12:5;16:25

reclamation (1)

 20:25

records (1)

 5:2

reference (1)

 18:11

referred (1)

 12:3

reflecting (1)

 12:13

relevant (1)

 12:11

relief (4)

 9:5;10:7;12:11;

 13:14

relocation (1)

 7:10

remedy (2)

 15:12;16:13

remember (4)

 9:15,15;20:16;21:4

renew (1)

 17:18

reporter (1)

 3:8

request (1)

 12:5

require (1)

 15:5

required (3)

 13:22,23;17:24

resolved (1)

 15:1

respect (2)

 3:21;13:21

respects (1)

 17:24

responsible (2)

 4:21,24

rest (1)

 11:17

retention (1)

 20:21

Right (9)

 3:24;4:6;6:10;14:5,

 12;15:11,14;19:24;

 21:2

run (2)

 4:17;14:2

S

same (1)

 10:24

SAN (1)

 3:1

satisfied (1)

 16:9

saw (1)

 10:14

saying (3)

 7:8;10:22;22:4

schedule (5)

 14:13;15:8;17:9,13,

 14

scheduled (2)

 13:18,19

schedules (13)

 13:11,12,21;14:16,

 20;15:5,7,18,22,25;

 16:2,8;17:23

seat (1)

 3:14

second (1)

 15:25

seeking (1)

 12:12

seem (1)

 7:10

seemed (2)

 5:16;15:18

seems (2)

 15:7,23

self-explanatory (1)

 4:8

sense (1)

 16:22

sensitive (1)

 7:11

service (1)

 5:15

set (1)

 4:9

setting (1)

 7:22

several (3)

 10:24,25,25

short (1)

 5:13

shortened (1)

 8:18

shows (1)

 17:9

signed (2)

 7:4;9:14

significant (1)

 5:11

silence (1)

 7:16

simply (1)

 10:8

situation (1)

 18:23

six (8)

 20:1,3,3,9,11,17;

 22:16,19

sixth (1)

 21:4

Smith (1)

 12:21

somebody (5)

 7:6;9:6;11:5,6;14:18

someone (2)

 4:25;13:16

somewhere (1)

 5:1

Sorry (2)

 3:18;21:19

sort (2)

 4:12;10:16

sounds (1)

 16:24

speak (2)

 14:13;18:12

speaks (1)

 13:15

specifically (2)

 9:15;12:4

spoken (1)

 10:8

staff (1)

 22:1

state (1)

 18:13

stay (1)

 23:1

Stephen (1)

 3:16

stick (1)

 16:1

submitted (1)

 6:3

subsequent (2)

 16:4;17:10

sudden (1)

 7:16

sue (1)

 9:6

suggesting (1)

 18:1

suggestion (1)

 16:11

summarized (1)

 8:4

supplement (2)

 12:6;17:13

supplemented (1)

 11:24

support (3)

 4:15;7:23;16:16

sure (13)

 5:17;7:6;8:16;9:3,19,

 24;14:9;15:3;17:23;

 20:11;21:25;22:3,18

surely (1)

 18:2

T

talking (1)

 22:2

ten (2)

 19:25;22:15

there're (1)

 8:16

third (4)

 5:2;14:11;16:5,6

thirty (1)

 4:4

though (1)

 21:13

thought (3)

 6:24;14:15;18:11

three (7)

 4:8;7:22;12:1;20:12;

 21:15,17,18

timing (2)

 5:4,18

title (2)

 10:25;16:10

titles (2)

 10:13;11:16

today (6)

 3:11,20;8:18;9:2;

 16:10,18

today's (1)

 17:1

told (2)

 8:17;9:10

troubleman (1)

 12:19

troubling (1)

 15:16

true (2)

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(4) plus - true Case: 19-30088 Doc# 450 Filed: 02/14/19 Entered: 02/14/19 17:21:46 Page 28 of

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PG&E CORPORATION AND PACIFIC GAS AND ELECTRIC COMPANY 

Case No. 19-30088-DM February 13, 2019

 15:11;19:7

Trustee (6)

 6:2;10:3;12:15,22;

 13:5;19:7

Trustee's (2)

 15:20;16:15

truthful (2)

 16:23,24

try (4)

 5:21;6:18;9:19;13:9

turn (1)

 6:13

two (5)

 4:12;6:17;7:15,22;

 20:4

U

Um-hum (4)

 14:21;17:15;22:10,

 17

underlying (1)

 20:10

underpay (1)

 14:17

understandable (1)

 5:9

union-represented (1)

 4:9

up (7)

 5:10,14;7:2;11:7;

 16:10,25;18:12

use (1)

 15:8

useful (2)

 16:14,22

utilities (2)

 20:22,23

utility (2)

 13:10;20:22

V

various (1)

 11:1

verified (1)

 17:2

victims (1)

 7:18

view (1)

 13:18

W

wage (2)

 3:21;6:16

wages (1)

 13:22

wait (2)

 6:16;21:18

wants (2)

 8:2;17:19

waste (1)

 19:14

watch (1)

 3:15

watching (1)

 9:18

way (4)

 12:3,20;14:25;17:11

WEDNESDAY (1)

 3:1

weeks (2)

 6:17;20:4

Weil (1)

 3:17

welcome (2)

 18:15;22:25

what's (3)

 8:24;12:8;17:24

Whereupon (1)

 23:3

whole (1)

 8:12

who's (2)

 3:9;12:2

Whose (2)

 3:15;9:18

withheld (2)

 11:15,19

without (2)

 10:15,22

wondering (1)

 5:12

words (1)

 16:1

working (1)

 7:1

wrong (2)

 14:17;16:24

X

X's (1)

 16:9

Y

yesterday (3)

 6:2;10:9;21:20

Yup (3)

 8:6;17:15;22:10

1

1 (1)

 18:6

1:01 (1)

 3:2

1:25 (1)

 23:3

1:30 (1)

 22:25

10 (1)

 17:9

10,000 (5)

 14:19;15:9,10;16:3,4

101 (1)

 6:14

12th (2)

 21:18,20

13 (1)

 3:1

2

2,000 (1)

 12:21

20,000 (2)

 15:12;16:7

2019 (1)

 3:1

21,000th (1)

 16:3

24,000 (4)

 12:9;13:21;14:16;

 17:9

24-7 (1)

 19:19

27th (3)

 20:1,14;22:5

3

318 (1)

 16:3

4

4,000 (1)

 14:19

5

503b9 (1)

 20:25

6

6 (1)

 4:14

6th (3)

 21:21,21,23

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(5) Trustee - 6th Case: 19-30088 Doc# 450 Filed: 02/14/19 Entered: 02/14/19 17:21:46 Page 29 of

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