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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,

Bankruptcy Case 

No. 19-30088 (DM)

Chapter 11

(Lead Case) (Jointly Administered)

DECLARATION OF GENO ARMSTRONG IN 

SUPPORT OF APPLICATION OF DEBTORS 

PURSUANT TO 11 U.S.C. §§ 327(a) AND 

328(a) AND FED. R. BANKR. P. 2014(a) AND 

2016 FOR AUTHORITY TO RETAIN AND 

EMPLOY KPMG LLP AS INFORMATION 

TECHNOLOGY, RISK, AND LEGAL 

SUPPORT CONSULTANTS TO THE 

DEBTORS NUNC PRO TUNC TO PETITION 

DATE

Date: June 11, 2019

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

Place: United States Bankruptcy Court

Courtroom 17, 16th Floor

San Francisco, CA 94102

Objection Deadline: June 4, 2019, 4:00 p.m. (PT)

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). 

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I, Geno Armstrong, being duly sworn, deposes and says:

1. I am a principal at KPMG LLP (“KPMG”), a professional services firm (“KPMG”). I 

am duly authorized to make this declaration (this “Declaration”) on behalf of KPMG and submit it in 

support of the Application of Debtors Pursuant to 11 U.S.C. §§ 327(a) and 328(a) and Fed. R. Bankr. 

P. 2014(a) and 2016 for Authority to Retain and Employ KPMG LLP as Information Technology, Risk, 

and Legal Suppor Consultants to the Debtors Nunc Pro Tunc to Petition Date (the “Application”). 

Unless otherwise stated in this Declaration, I have personal knowledge of the facts set forth herein.

I submit this Declaration in connection with the proposed retention of KPMG as information 

technology, risk, and legal support consultants for PG&E Corporation (“PG&E Corp.”) and Pacific Gas 

and Electric Company (the “Utility”), as debtors and debtors in possession (collectively, “PG&E” or 

the “Debtors”) in the above-captioned chapter 11 cases (the “Chapter 11 Cases”) to perform those 

services (the “Services”) each as summarized in the in the Application upon the terms and conditions 

more specifically set forth in (i) that certain Master Services Agreement dated as of January 17, 2017,

attached hereto as Exhibit 1-A (together with the change order dated as of November 20, 2018, the

“MSA”), and six distinct contracts by and between the Debtors and KPMG, attached hereto as Exhibits 

1-B through 1-G (the “MSA Contracts” and, together with the MSA, the “Master Services 

Agreement”), and (ii) that certain engagement letter dated March 13, 2012, among KPMG, the Debtors, 

Latham & Watkins LLP (“Latham”) and Clarence Dyer & Cohen LLP (“Clarence”), attached hereto 

as Exhibit 1-H (the “Legal Support Services Agreement” and, together with the Master Services 

Agreement, the “Engagement Agreements”). 

KPMG will continue to provide information technology, risk and legal support consulting 

services to the Debtors including, without limitation, the following services as more particularly 

described in the applicable designated agreements:

(i) Design enterprise project management tools (Oracle Primavera Unifier 

and SAP PPM applications) to establish a common, centralized and 

automated approach for effectively and efficiently managing capital 

project work (the “Enterprise Project Management Tools 

Implementation Services”, as described in Exhibit 1-B hereto);

(ii) Provide Debtors with a staff member to support the Debtors’ personnel 

with respect to their security initiatives: track budget; create and oversee 

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schedules; track issues and risks; report to Debtors’ management as 

requested (the “Risk Assessment Services”, as described in Exhibits 1-

C and 1-D hereto);

(iii) Assist the Debtors with their migration from Siteminder to Ping 

(information technology software platforms) (the “IT Software 

Services”) as described in Exhibit 1-E hereto);

(iv) Provide support to the Debtors’ internal counsel in connection with 

Debtors’ development of certain aspects of its transmission, distribution 

and substation inspection programs (the “Asset Management Services”, 

as described in Exhibit 1–F hereto);

(v) Assist Debtors' team with the development of its Data Security program 

(the “Data Security Services”, as described in Exhibit 1-G hereto); and

(vi) Provide evidence, discovery management services and digital evidence 

recovery services at the request of Debtors’ counsel, Latham and 

Clarence (the “Legal Support Services”, as described in Exhibit 1-H

hereto).

In addition to the foregoing, KPMG, at the request of the Debtors, may provide additional services 

deemed appropriate and necessary to benefit the Debtors’ estates. Should KPMG agree in its discretion 

to undertake any such matter, KPMG and the Debtors may enter into additional agreements and will 

seek separate retention orders with regard to any such additional agreements.

KPMG intends to apply to the Court for allowance of compensation and reimbursement of 

expenses for the information technology, risk and legal support services performed for the Debtors, in 

accordance with the applicable provisions of the Bankruptcy Code, the Bankruptcy Rules, the 

Bankruptcy Local Rules, the Fee Guidelines, the Order Pursuant to 11 U.S.C. §§ 331 and 105(a) and 

Fed. R. Bankr. P. 2016 for Authority to Establish Procedures for Interim Compensation and 

Reimbursement of Expenses of Professionals [Docket No. 701], and any further Orders of the Court in 

these Chapter 11 Cases regarding professional compensation and reimbursement of expenses (the 

“Orders”), both in connection with this Application and any interim and final fee applications to be filed 

by KPMG in these Chapter 11 Cases, in accordance with the terms and conditions of the Engagement 

Agreements. Moreover, the Debtors are advised that KPMG intends to make a reasonable effort to 

comply with the requests of the United States Trustee (“the U.S. Trustee”) for information and 

additional disclosures as set forth in the Fee Guidelines or any other applicable Orders.

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KPMG’s decision to advise and assist the Debtors in connection with these Chapter 11 Cases is 

subject to its ability to be retained in accordance with the terms set forth in the Engagement Agreements. 

Subject to this Court’s approval, KPMG requests compensation, in accordance with its customary terms 

and conditions of employment, including the proposed compensation arrangements. 

A. Fixed Fee Arrangements: 

The Debtors and KPMG have agreed to fixed-fee compensation for the Enterprise Project 

Management Tools Implementation Services. Payment of the fixed fee is dependent on an iterative 

process by which stages of the project go through a formal review, including a detailed walkthrough, 

modifications (if required) and formal acceptance. In addition, the fee estimates are based on the 

assumption that the Debtors will provide the information and assistance necessary for KPMG to 

complete each assignment. As of January 29, 2019, KPMG had received the following amounts pursuant 

to the MSA Contract for Services performed prepetition and will be seeking payment of the remainder 

of the fixed-fee after KPMG has completed the process of delivery, review and acceptance of the overall 

project.

Services Fixed-Fee

Amount

Fees Paid

Prepetition

Fees Sought

Postpetition

Enterprise Project Management Tools 

Implementation Services $2,071,8521 $716,994 $1,338,4442

The Debtors and KPMG have agreed to fixed-fee compensation for the Data Security Services. 

Payment of the fixed fee is dependent on an iterative process by which stages of the project go through 

a formal review, including a detailed walkthrough, modifications (if required) and formal acceptance. 

In addition, the fee estimates are based on the assumption that the Debtors will provide the information 

and assistance necessary for KPMG to complete each assignment.

 1 KPMG owes a minority-owned subcontractor $375,583 for certain services in connection with this 

project. Although the subcontractor is not expected to provide any substantial services for the 

bankruptcy estates, the subcontractor has affirmed to KPMG that it is a disinterested person under the 

Bankruptcy Code.

2 KPMG has reduced the fixed fee amount by $14,414 for a deliverable defined in the MSA Contract 

that was not completed by the project end date, and by a $2,000 credit on the invoices paid prior to the 

Petition Date. Of the unpaid fixed fee, $661,242 relates to steps of the project for which KPMG 

received formal acceptance prior to the Petition Date, but which are necessary for the completion of the 

overall project.

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Services Fixed-Fee

Amount

Fees Paid

Prepetition

Fees Sought

Post Petition

Data Security Services $2,705,013.50 $0 $2,705,013.50

B. Hourly Arrangements:

The hourly rates set forth below are KPMG’s applicable hourly rates for the work of its 

professionals and staff members to be provided to the Debtors other than with respect to the fixed fee 

engagements described above. These hourly rates reflect KPMG’s normal and customary billing 

practices for engagements of this complexity and magnitude. KPMG’s hourly rates are subject to 

periodic adjustment and/or increase from time to time in accordance with KPMG’s established billing 

practices and procedures. The Debtors have agreed to compensate KPMG3 for professional services 

rendered at its normal and customary hourly rates, subject to the reductions discussed below. To the 

extent such hourly rates are increased, KPMG will provide reasonable notice of any changes to its hourly 

rates to the Debtors and the U.S. Trustee.

The hourly rates for Legal Support services regarding additional technical and advisory services 

to be rendered by KPMG and applicable herein are as follows:

 3 Appendix C of the Legal Support Services Agreement contains additional charges for data hosting 

(such as per user, document, image/page and gigabyte charges).

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Billing Category

Legal 

Support 

Services4

Third Party 

Risk 

Assessment 

Loaned 

Staff5

IT Software 

Services6

Asset 

Management 

Services7

Partner / Managing Director $595 N/A N/A $500/$475

Director $575 N/A N/A $435

Manager $475 N/A N/A $400

Senior Associate $375 $150 $225 $325

Associate $250 N/A N/A $275

Para Professional $100 N/A N/A N/A

Data Entry Clerk $75 N/A N/A N/A

Additionally, KPMG will invoice the Debtors for its reasonable out-of-pocket expenses charged 

during these Chapter 11 Cases, which include, among other things, telephone and other charges, mail 

and express mail charges, travel expenses, expenses for “working meals” and computerized research, 

applicable sales, use or value-added tax, as well as non-ordinary costs such as secretarial and other 

overtime.

It is not the practice of KPMG’s professionals to keep detailed time records in one-tenth-of-anhour increments (i.e., six minute increments) as customarily kept by attorneys who are compensated 

subject to approval of the Bankruptcy Court. Instead, the customary practice of KPMG’s professionals 

is to keep reasonably detailed records of services rendered during the course of an engagement in halfhour (0.5) increments. Thus, KPMG requests that this Court allow KPMG’s professionals to provide 

the following in its monthly, interim, and final fee applications: (a) a narrative summarizing each project 

category and the services rendered under each project category; (b) as an exhibit to each monthly, 

 4 The majority of fees to be charged for Legal Support Services regarding additional technical and 

advisory services reflect a reduction of approximately 30% - 38% from KPMG’s normal and customary 

rates, depending on the types of services to be rendered.

5 The majority of fees to be charged in the Third Party Risk Assessment Program Loaned Staff 

engagement reflect a reduction of approximately 78% from KPMG’s normal and customary rates, 

depending on the types of services to be rendered. The services are billed to a cap of $378,000. The 

Engagement Agreement includes a total estimated amount of fees to be charged for the applicable 

services. Any such amount is an estimate and may be subject to increase or decrease.

6 The majority of fees to be charged in the IT Software Services engagement reflect a reduction of 

approximately 69% - 73% from KPMG’s normal and customary rates, depending on the types of services 

to be rendered. The services are billed to a cap of $228,690.00.

7 The majority of fees to be charged for Asset Management Services regarding additional technical and 

advisory services reflect a reduction of approximately 29%-53% from KPMG’s normal and customary 

rates, depending on the types of services to be rendered and the services are billed at a cap of $4,200,000.

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interim, and final fee application that KPMG files in these Chapter 11 Cases, a summary, by project 

category, of services rendered to the Debtors, which identifies each professional rendering services, the 

number of hours expended by each professional, and the amount of compensation requested with respect 

to the services rendered by each professional; and (c) reasonably detailed records of time in half-hour 

(0.5) increments, describing the services rendered by each professional and the amount of time spent on 

each date. 

Given the nature of the services to be provided by KPMG, such billing format and associated 

time details will be sufficient for the Debtors and other parties-in-interest to make informed judgments 

regarding the nature and appropriateness of KPMG’s services and fees.

I believe that these fee structures and compensation arrangements for each of the Engagement 

Agreements are market-based and reasonable considering KPMG’s vast knowledge and experience.

It is my understanding that the Debtors intend that the services of KPMG will complement and 

not duplicate the services rendered by any other professional retained in these Chapter 11 Cases. KPMG

understands that the Debtors have retained and may retain additional professionals during the term of 

the engagement and agrees to work cooperatively with such professionals to integrate any respective 

work conducted by the professionals on behalf of the Debtors.

As part of the overall compensation payable to KPMG under the terms of the Engagement 

Agreements, the Debtors have agreed to certain indemnification obligations. The terms of the 

Engagement Agreements and the indemnification provisions therein were negotiated in good faith and 

at arm’s length.

Based upon information supplied by Debtors’ counsel, KPMG is searching its client database to 

identify any connection or relationship with individuals or entities that may be parties in interest in these 

Chapter 11 Cases. The Debtors organized the names by category and the categories are listed on 

Schedule 1 (the “Potential Parties-in-Interest”) attached hereto. 

KPMG’s review consisted of queries of an internal computer database containing names of 

individuals and entities that are present or recent and former clients of KPMG in order to identify

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potential relationships.8 This database includes engagement activity or potential engagement activity 

for at least the last three years. A summary of those current potential relationships that KPMG was able 

to identify using its reasonable efforts is reflected in Schedule 2 attached hereto.9

 KPMG’s search is 

continuing, and it will submit an updated Schedule 2 if any additional relationships are identified. In 

addition, on an ongoing basis, KPMG will conduct further reviews of its professional contacts as it 

becomes aware of new parties of interest, as is stated below. To the best of my knowledge and based 

upon the results of the relationship search described above and disclosed herein, KPMG neither holds 

nor represents an interest adverse to the Debtors’ estates that would impair KPMG’s ability to objectively 

perform professional services for the Debtors, in accordance with section 327 of the Bankruptcy Code.

To the best of my knowledge, KPMG is a “disinterested person” as that term is defined in section 

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

KPMG:

a. is not a creditor, an equity security holder, or an insider of the Debtors;

b. is not and was not, within two years before the date of filing of these Chapter 11 Cases, 

a director, officer, or employee of the Debtors; and

c. does not have an interest materially adverse to the interest of the Debtors’ estates or of 

any class of creditors or equity security holders, by reason of any direct or indirect 

relationship to, connection with, or interest in, the Debtors or for any other reason.

In the ninety (90) days before the Petition Date, the Debtors paid KPMG $4,836,042.16 for 

services rendered. These advance payments have been applied on account of fees and expenses 

 8

 As set forth in above, KPMG is the United States member firm of KPMG International, a Swiss 

cooperative of independent member firms. While KPMG is a separate and distinct legal entity from all 

other member firms of KPMG International, in an attempt to identify conflicts among or between KPMG 

International member firms, KPMG International has a global conflict internal computer database related 

to the engagement activity or potential engagement activity of a majority of such member firms for at 

least the last three years that allows KPMG International member firms to identify potential conflicts 

between other KPMG International member firms. Financial information pertaining to engagement 

activity is the proprietary and confidential information of each individual member firm and KPMG does 

not have any legal right to access, or if accessed, disclose, such information relating to other KPMG 

International member firms.

9

 Schedule 2 contains a list of the relationships or potential relationships of all KPMG International 

member firms (as opposed to solely KPMG) and one or more of the parties set forth on the conflicts 

checklist. 

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incurred in connection with prepetition services. KPMG has agreed to waive any unpaid prepetition 

fees or expenses. Accordingly, as of the Petition Date, KPMG does not hold a prepetition claim 

against the Debtors for amounts owed for services rendered.

10

To the best of my knowledge, except as set forth herein and in Schedule 2 attached hereto and 

incorporated herein by reference, (a) KPMG has no connections with the creditors, any other party-ininterest, or their respective attorneys and accountants; and (b) the KPMG partners and professionals 

working on these matters are not relatives of and have no known connection with the United States 

Trustee for Region 17 or of any known employee in the office thereof, or any United States Bankruptcy 

Judge of the Northern District of California.

KPMG has in the past been retained by, presently provides and likely in the future will provide 

services for, certain creditors of the Debtors, other parties-in-interest and their respective attorneys and 

accountants in matters unrelated to such parties’ claims against the Debtors or interests in these Chapter 

11 Cases. KPMG currently performs, has previously performed or may have performed such services 

for the entities listed in Schedule 2, however, except as disclosed herein, such services, to the extent 

performed by KPMG, are unrelated to the Debtors or these Chapter 11 Cases.

KPMG has not provided, and will not provide, any professional services to any of the creditors, 

other parties-in-interest, or their respective attorneys and accountants with regard to any matter related 

to these Chapter 11 Cases.

KPMG is the United States member firm of KPMG International, a Swiss cooperative of member 

firms, each a separate legal entity, located worldwide. Only KPMG is being retained in these matters. 

KPMG cannot assure that an engagement will not be accepted by a foreign member firm of KPMG 

International for another party that may bear upon KPMG’s engagement by the Debtors. However, to 

the extent KPMG is aware of such engagement and believes such engagement may bear upon KPMG’s 

engagement by the Debtors, KPMG will file a supplemental declaration with the Bankruptcy Court.

 10 KPMG received $115,000 payment on March 23, 2019 for prepetition hazardous substance 

mechanism work, an environmental cleanup program, in accordance with the Final Order Pursuant to 

11 U.S.C. §§ 105(a) 363(b), and 507(a)(7) and Fed. R. Bankr. P. 6003 and 6004 (i) Authorizing Debtors 

to (a) Maintain and Administer Customer Programs, Including Public Purpose Programs, and (b) Honor 

Any Prepetition Obligations Relating Thereto; and (ii) Authorizing Financial Institutions to Honor and 

Process Related Checks and Transfers [Docket No. 843] entered on March 12, 2019. 

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From time to time, KPMG may use the services of certain professionals from the other member 

firms of the KPMG network of independent firms and firms and entities controlled by, or under common 

control with, one or more such member firms (collectively, “KPMG Parties”) when necessary to the 

performance of its professional duties and services to the Debtors. The use of such professionals allows 

KPMG to maximize resources and minimize costs to the Debtors’ estates. KPMG will pay such KPMG 

Parties directly for the use of such professionals, and will include such amounts in its fee application at 

KPMG cost without any mark-up or increase.

In addition, from time to time, KPMG may use independent contractors, such as software 

providers. However, KPMG will not profit from the use of such persons.

As part of its practice, KPMG appears in many cases, proceedings, and transactions involving 

many different law firms, financial consultants, and investment bankers in matters unrelated to these

bankruptcy cases. KPMG has not identified any material relationships or connections with any law firm, 

financial consultant or investment banker involved in these Chapter 11 Cases that would cause it to be 

adverse to the Debtors, the Debtors’ estates, any creditor or any other party-in-interest. If and when 

additional information becomes available with respect to any other relationships which may exist 

between KPMG, foreign member firms of KPMG International, or their partners and professionals and 

the Debtors, creditors, or any other Potential Parties-In-Interest which may affect these cases, 

supplemental declarations describing such information shall be filed with this Court.

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Pursuant to 28 U.S.C. § 1746, I declare under penalty ofperjury that, to the best of myknowledge 

2 and after reasonable inquiry, the foregoing is true and correct. 

3 

4 Dated May21, 2019 

5 

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18 

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�GLLP 

Gen0(;.'.' rang y # 

JS Second Street, Suite 1400 

San Francisco, CA 94105 

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