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WEIL, GOTSHAL & MANGES LLP

Stephen Karotkin (pro hac vice) 

(stephen.karotkin@weil.com)

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

(ray.schrock@weil.com)

Jessica Liou (pro hac vice) 

(jessica.liou@weil.com) 

Matthew Goren (pro hac vice) 

(matthew.goren@weil.com)

767 Fifth Avenue

New York, NY 10153-0119 

Tel: 212 310 8000

Fax: 212 310 8007

KELLER & BENVENUTTI LLP

Tobias S. Keller (#151445)

(tkeller@kellerbenvenutti.com)

Jane Kim (#298192) 

(jkim@kellerbenvenutti.com)

650 California Street, Suite 1900

San Francisco, CA 94108

Tel: 415 496 6723

Fax: 650 636 9251

Attorneys for Debtors 

and Debtors in Possession

UNITED STATES BANKRUPTCY COURT

NORTHERN DISTRICT OF CALIFORNIA 

SAN FRANCISCO DIVISION

In re:

PG&E CORPORATION,

- and –

PACIFIC GAS AND ELECTRIC 

COMPANY,

Debtors.

 Affects PG&E Corporation

 Affects Pacific Gas and Electric Company

 Affects both Debtors

* All papers shall be filed in the Lead Case No.

19-30088 (DM).

Bankruptcy Case 

No. 19-30088 (DM) 

Chapter 11 

(Lead Case)

(Jointly Administered)

DECLARATION OF TIMOTHY GILLAM 

IN SUPPORT OF APPLICATION 

PURSUANT TO 11 U.S.C. §§ 327 AND 328 

FOR AN ORDER AUTHORIZING 

EMPLOYMENT AND RETENTION OF 

DELOITTE & TOUCHE LLP AS 

INDEPENDENT AUDITOR AND 

ADVISOR TO THE DEBTORS NUNC PRO 

TUNC TO THE PETITION DATE

Date: June 12, 2019 

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

Place: United States Bankruptcy Court, 

Courtroom 17, 16th Floor 

San Francisco, CA 94102

Objection Deadline: June 5, 2019

 4:00 p.m. (Pacific Time)

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I, Timothy Gillam, under penalty of perjury, declares as follows:

1. I am a partner of the firm of Deloitte & Touche LLP (“Deloitte & Touche”),

which has an office at 555 Mission Street, Suite 1400, San Francisco, California 94105. I am duly 

authorized to make and submit this declaration (the “Declaration”) on behalf of Deloitte & Touche as 

independent auditor and advisor for PG&E Corporation (“PG&E Corp.”) and Pacific Gas and Electric 

Company (the “Utility” and together with PG&E Corp., the “Debtors”) in support of the Application 

Pursuant to 11 U.S.C. §§ 327 and 328 for an Order Authorizing Employment and Retention of Deloitte 

& Touche LLP as Independent Auditor and Advisor to the Debtors Nunc Pro Tunc to the Petition Date 

(the “Application”).1 

2. The Debtors seek to have Deloitte & Touche retained as independent auditor and

advisor in accordance with the terms and conditions set forth in the Engagement Agreements, as defined 

below. Copies of the Engagement Agreements are annexed hereto as Exhibits 1-3.

3. The statements set forth in this Declaration are based upon my personal

knowledge, information and belief, and/or client matter records kept in the ordinary course of business 

that were reviewed by me or other personnel of Deloitte & Touche or its affiliates.

Deloitte & Touche’s Qualifications

4. Deloitte & Touche is a public accounting firm with offices across the United

States. Deloitte & Touche has significant experience in providing accounting and advisory services in 

large and complex chapter 11 cases on behalf of debtors throughout the United States, including 

numerous large chapter 11 cases in this district. Such experience renders Deloitte & Touche wellqualified and able to provide services to the Debtors during the pendency of these chapter 11 cases. 

Deloitte & Touche’s services fulfill an important need and are not provided by any of the Debtors’ 

other professionals. 5. In addition, since approximately February 1999, Deloitte & Touche has provided

professional services to the Debtors. In providing such prepetition professional services to the Debtors, 

Deloitte & Touche is familiar with the Debtors and their business, including the Debtors’ financial 

1 Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in 

the Application. 

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affairs, debt structure, operations, and related matters. Having worked with the Debtors’ management, 

Deloitte & Touche has developed relevant experience and knowledge regarding the Debtors that will 

assist it in providing effective and efficient services during these cases. Accordingly, Deloitte & 

Touche is both well-qualified and able to provide the services for the Debtors in the chapter 11 cases

in an efficient and timely manner.

Disinterestedness

6. Subject to the foregoing, except as set forth herein and in the attachments hereto,

to the best of my information, knowledge, and belief based on reasonable inquiry: (a) neither I, Deloitte 

& Touche, nor any partner, principal, or managing director of Deloitte & Touche that is anticipated to 

provide the services for which Deloitte & Touche is to be retained (the “Engagement 

Partners/Principals/Managing Directors”) holds any interest adverse to the Debtors; and (b) Deloitte 

& Touche and the Engagement Partners/Principals/Managing Directors have no relationship to the 

Debtors, their significant creditors, certain other significant parties-in-interest, or to the attorneys that 

are known to be assisting the Debtors in the chapter 11 cases, except as stated herein or in any 

attachment hereto. 

7. In connection with Deloitte & Touche’s retention by the Debtors in the chapter

11 cases, Deloitte & Touche undertook searches to determine, and to disclose, whether it or its affiliates 

is or has been employed by or has other relationships with the Debtors or their affiliates, subsidiaries, 

directors, or officers, or any of the Debtors’ significant creditors, customers, equity security holders, 

professionals, or other entities with significant relationships with the Debtors (the “Potential Partiesin-Interest”), whose specific names were provided to Deloitte & Touche by the Debtors. To check 

upon and disclose possible relationships with significant Potential Parties-in-Interest in the chapter 11 

cases, Deloitte & Touche researched its client databases and performed reasonable due diligence to 

determine whether it or its affiliates had any relationships with the Debtors or significant Potential 

Parties-in-Interest.

8. Deloitte & Touche and its affiliates have relationships with thousands of clients,

some of which may be creditors of the Debtors or other Potential Parties-in-Interest. Accordingly, 

Deloitte & Touche and/or its affiliates have had, currently have and/or may have in the future banking 

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or other relationships with such parties, or provided, may currently provide, and/or may provide in the 

future professional services to certain of these parties in matters unrelated to the chapter 11 cases. From 

time to time, Deloitte & Touche and its affiliates have provided or may currently provide services, and 

likely will continue to provide services, to certain creditors of the Debtors and various other parties 

potentially adverse to the Debtors in matters unrelated to the chapter 11 cases, except as set forth herein 

or in the attachments hereto. Additionally, certain significant Potential Parties-in-Interest have or may 

have provided goods or services, may currently provide goods or services, and/or may in the future 

provide goods or services to Deloitte & Touche and/or its affiliates and the Engagement 

Partners/Principals/Managing Directors in matters unrelated to the chapter 11 cases. A listing of such 

parties is attached to this Declaration as Schedule 1. 

9. Deloitte & Touche believes that the relationships described herein or reflected

on Schedule 1 have no bearing on the services for which Deloitte & Touche’s retention is being sought 

by the Debtors in the chapter 11 cases. Furthermore, such relationships do not impair Deloitte & 

Touche’s disinterestedness, and Deloitte & Touche does not represent an adverse interest in connection 

with the chapter 11 cases.

10. Despite the efforts described above to identify and disclose Deloitte & Touche’s

connections with the significant Potential Parties-in-Interest in the chapter 11 cases, because Deloitte 

& Touche is a nationwide firm with many employees, Deloitte & Touche is unable to state with 

certainty that every client relationship or other connection has been disclosed. In this regard, if Deloitte 

& Touche discovers additional material information that it determines requires disclosure, it will file a 

supplemental disclosure promptly with the Court.

11. To the best of my knowledge, based on the internal search discussed above,

Deloitte & Touche has determined that certain relationships should be disclosed as follows: 

a. Deloitte & Touche and/or its affiliates provide services in matters unrelated to the

chapter 11 cases to certain of the Debtors’ largest unsecured creditors and other

Potential Parties-in-Interest or their affiliates listed on Schedule 1.

b. Law firms identified on Schedule 1, including Cravath, Swaine & Moore LLP;

Jenner & Block LLP; Latham & Watkins LLP; McDermott, Will & Emery LLP;

Morrison & Foerster LLP; Munger, Tolles & Olson LLP; Weil Gotshal & Manges

LLP; and WilmerHale, have provided, currently provide and may in the future

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provide legal services to Deloitte & Touche or its affiliates in matters unrelated to 

the chapter 11 cases, and/or Deloitte & Touche or its affiliates have provided, 

currently provide and may in the future provide services to such firms or their clients.

c. In the ordinary course of its business, Deloitte & Touche and its affiliates have

business relationships in unrelated matters with its principal competitors, which

together with their affiliates may be Potential Parties-in-Interest in the chapter 11

cases. For example, from time to time, Deloitte & Touche and one or more of such

entities may work on assignments for the same client or may otherwise engage each

other for various purposes.

d. Certain financial institutions or their respective affiliates (including Allianz Global

Risks US Insurance Company; Bank of America, N.A.; Barclays Bank PLC; CIGNA

Group Insurance; Citibank, N.A.; JPMorgan Chase Bank, N.A.; TD Bank, N.A.;

U.S. Bank National Association; and Wells Fargo Bank, N.A.) listed on Schedule 1

(i) are lenders to an affiliate of Deloitte & Touche (Deloitte & Touche is a guarantor

of such indebtedness) and/or (ii) have financed a portion of the capital and/or capital

loan requirements of various partners and principals, respectively, of Deloitte &

Touche and its affiliates. Additionally, certain financial institutions or their

respective affiliates (including Barclays, Goldman Sachs, JP Morgan Chase, T.

Rowe Price, US Bank, Vanguard and Wells Fargo) listed on Schedule 1 provide

asset management services and/or have similar roles with respect to investments of

pension, benefit and/or similar funds sponsored by Deloitte & Touche’s affiliates.

e. Deloitte & Touche and its affiliates and certain of their respective personnel,

including the Engagement Partners/Principals/Managing Directors, are likely to

have ordinary course customer relationships with the Debtors. In particular, I am a

customer of one or more of the Debtors. As such, at any given time, the foregoing

persons, may owe money to or be owed money by (due to, for example,

overpayments or otherwise being entitled to refunds) the Debtors. Also, it is

possible that personnel of Deloitte & Touche and/or its affiliates may be victims of

certain wildfires in California and, thus could have and/or assert claims, either

individually or as part of a class action, for damages against the Debtors. Although

Deloitte & Touche is not aware of its personnel having such claims, it has not

conducted research regarding the foregoing.

f. Certain Potential Parties-in-Interest may be adverse to and/or involved in litigation

matters with Deloitte & Touche or its affiliates in connection with matters unrelated

to the chapter 11 cases.

g. Deloitte & Touche has provided and continues to provide audit services to certain

Potential Parties-in-Interest and/or their affiliates in matters unrelated to these

chapter 11 cases. In its capacity as auditor, Deloitte & Touche also provides such

clients with ordinary course auditing services and conducts typical audit procedures

that may arise from such Potential Parties-in-Interest’s business arrangements with

the Debtors.

h. Deloitte & Touche and/or its affiliates have provided, currently provide, and will

continue to provide financial advisory services to the Pension Benefit Guaranty

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Corporation (the “PBGC”). The Debtors and their pension plans were, but are no 

longer, the subject of these services for the PBGC.

i. Deloitte Consulting LLP (“Deloitte Consulting”), an affiliate of Deloitte & Touche, 

and certain of its affiliates, have provided and will continue to provide services to 

the Executive Office of the United States Trustee in matters unrelated to the chapter 

11 cases.

12. Furthermore, through reasonable inquiry, I do not believe there is any connection 

between the personnel of Deloitte & Touche or its affiliates who are anticipated to provide services to 

the Debtors and the United States Bankruptcy Judge presiding in the chapter 11 cases, the U.S. Trustee 

for Region 17, the Assistant United States Trustee for the San Francisco Division of the Northern 

District of California, and the attorney therefor assigned to the chapter 11 cases.

13. Except as may be disclosed herein, to the best of my knowledge, information, 

and belief, Deloitte & Touche and the Engagement Partners/Principals/Managing Directors do not hold 

or represent any interest adverse to the Debtors, and I believe that Deloitte & Touche and the 

Engagement Partners/Principals/Managing Directors are “disinterested persons” as that term is defined 

in section 101(14) of the Bankruptcy Code, as modified by section 1107(b) of the Bankruptcy Code.

Scope of Services

14. As set forth more fully in the following agreements (collectively, 

the “Engagement Agreements”), Deloitte & Touche has agreed to perform independent audit and 

advisory services for the Debtors in accordance with the terms and conditions set forth in the 

Engagement Agreements, as follows:

(i) Base Audit Engagement Letters. Pursuant to the terms of those certain 

engagement letters, dated February 16, 2018 (the “2018 Base Audit 

Engagement Letter”) and February 19, 2019 (the “2019 Base Audit 

Engagement Letter” and, together with the 2018 Base Audit Engagement 

Letter, the “Base Audit Engagement Letters”), Deloitte & Touche will perform 

an integrated audit of the Debtors in accordance with the standards of the Public 

Company Accounting Oversight Board (PCAOB) (United States) (the “PCAOB 

Standards”). Deloitte & Touche will express opinions on (1) the fairness of the 

presentation of the Debtors’ consolidated financial statements for the year ended 

December 31, 2018 and the year ending December 31, 2019, as applicable, in 

conformity with accounting principles generally accepted in the United States of 

America (“generally accepted accounting principles”), and (2) the effectiveness 

of the Debtors’ internal control over financial reporting as of the applicable year 

ended periods. 

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(ii) Trust Audit Engagement Letter. Pursuant to the terms of that certain 

engagement letter, dated February 19, 2019, for the audit of the respective 

financial statements of certain trusts of the Utility for the year ended December 

31, 2018 (the “Trust Audit Engagement Letter”), Deloitte & Touche will 

perform audit services, as contemplated therein, for the Nuclear Facilities NonQualified CPUC Decommissioning Master Trust, the Nuclear Facilities 

Qualified CPUC Decommissioning Master Trust, and the Nuclear Facilities 

Qualified FERC Decommissioning Master Trust of the Utility, and express 

opinions on the fairness of the presentation of the applicable entity’s financial 

statements for the year ended December 31, 2018, in conformity with generally 

accepted accounting principles.

(iii) Lease Accounting Engagement Letter. Pursuant to the terms of that certain 

engagement letter, dated February 22, 2018 (the “Lease Accounting 

Engagement Letter”), Deloitte & Touche will assess the internal controls and 

processes of PG&E Corp. and its subsidiaries in preparation for PG&E Corp’s 

planned changes in information systems and related business processes for the 

PowerPlant Lease Accounting module (“lease accounting system”), which is a 

new software module designed to implement a new accounting standard (ASU 

No. 2016-02, Leases), and provide advice and recommendations regarding the 

transition to and implementation of the lease accounting system. 

15. Deloitte & Touche respectfully requests that its retention be made effective nunc 

pro tunc to the Petition Date so that Deloitte & Touche may be compensated for the professional 

services it has provided before the Application is heard by the Court. Deloitte & Touche has provided 

services to the Debtors in advance of approval of the Application in anticipation that its retention would 

be approved nunc pro tunc to the Petition Date. Deloitte & Touche submits that these circumstances 

are of a nature warranting retroactive approval.

Professional Compensation

16. Deloitte & Touche’s retention by the Debtors is conditioned upon its ability to 

be retained in accordance with its terms and conditions of employment, including the proposed 

compensation arrangements, set forth in the Engagement Agreements. 

17. As of the Petition Date, Deloitte & Touche had received payment in full for 

services performed under the 2018 Base Audit Engagement Letter. Deloitte & Touche has been

performing services under the 2018 Base Audit Engagement Letter during the chapter 11 cases but does 

not intend to bill the Debtors for any fees in connection with such services, and accordingly, such 

services will not be included in any fee application submitted by Deloitte & Touche in these cases.

18. Pursuant to the 2019 Base Audit Engagement Letter, Deloitte & Touche agreed 

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to bill the Debtors periodically with respect to the audit services performed thereunder, except for Outof-Scope Services (as defined below). Deloitte & Touche will bill its fees for the audits of each 

Debtors’ financial statements, the reviews of the related interim financial information, the audits of 

each Debtor’s internal control over financial reporting, and the Utility’s FERC Form 1 audit for the 

year ending December 31, 2019 at the hourly rates set forth in the table below.

19. Pursuant to the 2019 Base Audit Engagement Letter, the Debtors may request, 

and Deloitte & Touche may agree to provide, additional services that were not contemplated as part of 

the base audit but pre-approved by the parties (collectively, the “Out-of-Scope Services”), as follows:

(i) Accounting consultations on accounting and financial reporting matters, which 

are pre-approved for the year ending December 31, 2019 up to $25,000 for 

PG&E Corp. and up to $75,000 for the Utility. 

(ii) The issuance of a (1) “comfort letter” related to anticipated offerings of debt or 

equity during 2019, which are will be $45,000 per letter; or (2) consent letter for 

the reissuance of reports during 2019, which will be $25,000 each time a consent 

is required. 

(iii) Out-of-scope audit procedures (including services provided in connection with 

statutory or regulatory filings, engagements and regulatory reviews of audit 

workpapers, specific transactions/accounting, reporting on critical audit matters, 

adoption of new accounting pronouncements, internal controls surrounding new 

applications, systems or activities, and changes in laws or regulations in the 

current year), which will be billed based on the time spent on such services at 

the rate of the professional performing the service, as noted in the table below.

(iv) Other audit-related services (including agreed-upon procedures, advice and 

recommendations regarding proposed transactions, adoption of new accounting 

pronouncements, internal controls surrounding new applications, systems or 

activities, and training in a future year), which will be billed based on the time 

spent on such services at the applicable rate of the professional performing the 

services, as noted in the table below.

Professional Level

Hourly Rates 

for 2019 Base 

Audit

Hourly Rates 

for Out-ofScope Services 

Partner / Principal / Managing Director $380 $760

Senior Manager $330 $660

Manager $290 $580

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Senior $230 $460

Staff $200 $390

Junior Staff $180 N/A

20. Pursuant to the terms of the Trust Audit Engagement Letter, Deloitte & Touche 

agreed to bill the Debtors periodically with respect to the services performed thereunder. The fees for 

such services will be $63,000, plus expenses. 

21. Pursuant to the terms of the Lease Accounting Engagement Letter, Deloitte & 

Touche agreed to bill the Debtors based on the actual time spent by professionals on such services at 

the individual’s applicable professional hourly rate. Deloitte & Touche will charge the Debtors the 

following hourly rates with respect to such services:

Professional Level Hourly Rates

Partner / Principal / Managing Director $365

Senior Manager $325

Manager $295

Senior $265

Staff $225

22. In addition to the fees set forth above, the Debtors have agreed to compensate 

Deloitte & Touche for engagement-related expenses, including travel, report production, delivery 

services, and other expenses incurred by Deloitte & Touche in providing the services.

23. Deloitte & Touche intends to file interim and final fee applications for the 

allowance of compensation for services rendered and reimbursement of expenses incurred pursuant to 

the Engagement Agreements in accordance with applicable provisions of the Bankruptcy Code, 

Bankruptcy Rules, Local Bankruptcy Rules for the Southern District of New York (the “Local Rules”), 

any applicable orders of the Court, including the Order Authorizing Procedures for Interim 

Compensation and Reimbursement of Expenses of Professionals (ECF No. 796) (the “Interim 

Compensation Order”) and the Order granting this Application, and any applicable guidelines issued 

by the Office of the United States Trustee.

24. Deloitte & Touche will maintain records in support of any fees incurred in 

connection with the services it performs in the chapter 11 cases by category and nature of the services 

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rendered and will provide reasonably detailed descriptions of those services rendered on behalf of the

Debtors, the time expended in provided those services, and the individuals who provided professional 

services on behalf of the Debtors. Deloitte & Touche will present such records to the Court in its fee 

applications to the Court. Deloitte & Touche requests that the invoices, after appropriate review, be 

paid in a manner consistent with the payment of other retained professionals in this matter, consistent 

with any administrative orders, if any, that would apply to interim payments. I understand that all 

payments rendered pursuant to Deloitte & Touche’s retention by the Debtors must be approved by an 

order of this Court and based upon the filing by Deloitte & Touche of appropriate interim and final 

applications for allowance of compensation and reimbursement of expenses.

25. As noted above, prior to the Commencement Date, Deloitte & Touche provided 

certain professional services to the Debtors. In the ninety (90) days prior to the Commencement Date, 

the Debtors paid Deloitte & Touche approximately $2,277,600 for services rendered in connection with 

the Engagement Agreements. As of the Commencement Date, no amounts were outstanding with 

respect to the invoices issued by Deloitte & Touche prior to such date.

26. Prior to the Commencement Date, Deloitte Tax LLP (“Deloitte Tax”), an 

affiliate of Deloitte & Touche, provided certain tax-related professional services to the Debtors. In the 

ninety (90) days prior to the Commencement Date, the Debtors paid did not pay Deloitte Tax for 

services performed. As of the Commencement Date, no amounts were outstanding with respect to the 

invoices issued by Deloitte Tax prior to such date. 

27. Some services incidental to the tasks to be performed by Deloitte & Touche in 

the chapter 11 cases may be performed by personnel now employed by or associated with affiliates of 

Deloitte & Touche, such as Deloitte Transactions and Business Analytics LLP, Deloitte Financial 

Advisory Services LLP, Deloitte Tax, and Deloitte Consulting, and/or their respective subsidiaries, 

including subsidiaries located outside of the United States.

28. Deloitte & Touche may subcontract a portion of the services to be performed 

under the Engagement Agreements to its indirect wholly-owned subsidiary, Deloitte & Touche Audit 

Services India Private Limited (“Deloitte & Touche India”). In such case, a specifically assigned 

team of personnel from Deloitte & Touche India will assist in such services under the supervision, and 

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with the input, of personnel of Deloitte & Touche. The hourly rates charged to the clients by Deloitte 

& Touche for services performed by Deloitte & Touche India personnel are comparable to the rates 

charged for similar services by Deloitte & Touche, but do not directly correlate with the hourly rates 

attributed to such services by Deloitte & Touche India. The connections of Deloitte & Touche India

(along with the connections of Deloitte & Touche and its other affiliates) to the parties in interest 

searched by Deloitte & Touche are set forth on Schedule 1 attached hereto.

29. Deloitte & Touche has received no promises regarding compensation in the 

chapter 11 cases other than in accordance with the Bankruptcy Code and as set forth in this Declaration. 

Deloitte & Touche has no agreement with any nonaffiliated or unrelated entity to share any 

compensation earned in the chapter 11 cases.

Efforts to Avoid Duplication of Services

30. The services performed by Deloitte & Touche will not unnecessarily duplicate 

or overlap with the other services performed by the Debtors’ other retained professionals and advisors. 

Deloitte & Touche understands that the Debtors have retained and may retain additional professionals 

during the term of the Engagement Letter, and Deloitte & Touche agrees to work cooperatively with 

the Debtors to avoid unnecessary duplication of services.

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