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UNITED STATES BANKRUPTCY COURT 

NORTHERN DISTRICT OF CALIFORNIA 

SAN FRANCISCO DIVISION 

 FIRST INTERIM FEE APPLICATION OF KPMG LLP FOR COMPENSATION FOR SERVICES 

RENDERED AND REIMBURSEMENT OF EXPENSES AS INFORMATION TECHNOLOGY, RISK, 

AND LEGAL SUPPORT CONSULTANTS TO THE DEBTORS FOR 

THE PERIOD FROM JANUARY 29, 2019 THROUGH MAY 31, 2019 

Name of Applicant: KPMG LLP 

Authorized to Provide 

Professional Services to: 

The above-captioned Debtors 

Date of Retention: June 11, 2019 nunc pro tunc to 

January 29, 2019 

Period for which compensation and 

reimbursement is sought: 

January 29,2019 through May 31, 2019 

Amount of Compensation sought as 

actual, reasonable, and necessary: $ 3,873,655.06 

Amount of Expense Reimbursement sought 

as actual, reasonable, and necessary: $ 132,148.61 

This is a(n): __X_Interim ____interim ____final application 

Prior Applications Filed: None 

In re: 

PG&E CORPORATION,

 - and -

PACIFIC GAS AND ELECTRIC 

COMPANY,

Bankruptcy Case 

No. 19-30088 (DM) 

Chapter 11 

(Lead Case) 

(Jointly Administered) 

Objection Deadline: August 5, 2019 at 

4:00p.m. (Prevailing Pacific Time) 

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). 

Case: 19-30088 Doc# 2992 Filed: 07/15/19 Entered: 07/15/19 17:33:06 Page 1 of

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ATTACHMENT A TO FEE APPLICATION 

Professional Person Position & Department 

Total 

Billed 

Hours 

 Hourly 

Billing 

Rate 

 Total 

Compensation 

 Adrian Irwin Senior Associate - Advisory 151.8 $ 325 $ 49,335.00 

 Aldryn Estacio Manager - Advisory 217.4 $ 400 $ 86,960.00 

 Allison Smith Senior Associate - Advisory 9.5 $ 325 $ 3,087.50 

 Arun Mani Principal - Advisory 55.1 $ 500 $ 27,550.00 

 Ben Neville Manager - Advisory 5.0 $ 400 $ 2,000.00 

 Bhaskara Rama Senior Specialist - Advisory 112.0 $ 225 $ 25,200.00 

 Brian Wei Associate - Advisory 423.5 $ 275 $ 116,462.50 

 Cam Avent Manager - Advisory 0.7 $ 400 $ 280.00 

 Carlo Toribio Senior Associate - Advisory 72.0 $ 325 $ 23,400.00 

 Celeste Campbell Manager - Bankruptcy 80.6 $ 163 $ 13,097.50 

 Cole Gallagher Senior Associate - Advisory 149.3 $ 325 $ 48,522.50 

 Cy Whitten Senior Associate - Advisory 321.1 $ 325 $ 104,357.50 

 Daniel Elmblad Senior Associate - Advisory 246.9 $ 325 $ 80,242.50 

 Daniel Smith Manager - Advisory 9.1 $ 475 $ 4,322.50 

 David Ross Manager - Advisory 223.5 $ 400 $ 89,400.00 

 Dennis Cha Associate - Advisory 298.4 $ 275 $ 82,060.00 

 Dennis Latto Manager - Advisory 8.0 $ 400 $ 3,200.00 

 Eric Janes Manager - Advisory 8.9 $ 400 $ 3,560.00 

 Gaurav Thapan-Raina Manager - Advisory 34.0 $ 400 $ 13,600.00 

 Grace Choi Associate - Advisory 9.5 $ 275 $ 2,612.50 

 Gustavo Garcia Associate - Advisory 127.1 $ 275 $ 34,952.50 

 Jack Liacos Associate - Advisory 120.7 $ 275 $ 33,192.50 

 Jason Miller Senior Associate - Advisory 332.0 $ 150 $ 49,800.00 

 Jason Weng Senior Associate - Advisory 349.9 $ 325 $ 113,717.50 

 Jeff Mahoney Specialist Director - Analytics 11.5 $ 435 $ 5,002.50 

 Jessica Nell Senior Associate - Advisory 17.5 $ 325 $ 5,687.50 

 Joel Sotikon Associate - Advisory 88.0 $ 275 $ 24,200.00 

 Jonathan White Managing Director- Advisory 258.2 $ 475 $ 122,645.00 

 Juan Gonzalez III Partner - Advisory 14.0 $ 500 $ 7,000.00 

 Juanita Garza Associate - Bankruptcy 149.5 $ 138 $ 20,556.25 

Juliana McMillan-Wilhoit Senior Associate - Advisory 84.7 $ 325 $ 27,527.50 

 Karson Ota Associate - Advisory 0.7 $ 275 $ 192.50 

 Kirk-Patrick Caron Manager - Advisory 267.2 $ 400 $ 106,880.00 

 Kyle McNamara Director - Advisory 263.4 $ 435 $ 114,579.00 

 Lucy Cai Associate - Advisory 340.1 $ 275 $ 93,527.50 

 Marcus Xu Senior Associate - Advisory 220.0 $ 325 $ 71,500.00 

 Mark Ehrhardt Director - Advisory 109.7 $ 435 $ 47,719.50 

 Mark Martin Manager - Advisory 34.5 $ 400 $ 13,800.00 

 Matt Broida Director - Advisory 251.8 $ 435 $ 109,533.00 

 Matthew Bowser Senior Associate - Advisory 424.7 $ 325 $ 138,027.50 

 Matthew Rice Lead Specialist (Manager) - Advisory 145.8 $ 225 $ 32,805.00 

 Monica Plangman Associate Director - Bankruptcy 62.2 $ 213 $ 13,217.50 

 Nicole Redini Manager - Advisory 201.0 $ 400 $ 80,400.00 

 Paul McGregor Manager - Advisory 94.0 $ 400 $ 37,600.00 

 Penny Chan Senior Associate - Advisory 7.4 $ 375 $ 2,756.25 

Case: 19-30088 Doc# 2992 Filed: 07/15/19 Entered: 07/15/19 17:33:06 Page 2 of

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ATTACHMENT A TO FEE APPLICATION 

(CONTINUED) 

Professional Person Position & Department 

Total 

Billed 

Hours 

 Hourly 

Billing 

Rate 

 Total 

Compensation 

 Phillip Prombo Manager - Advisory 18.0 $ 400 $ 7,200.00 

 Preston Devaney Associate - Advisory 60.6 $ 275 $ 16,665.00 

 Reid Tucker Principal - Advisory 11.0 $ 500 $ 5,500.00 

 Rita Squalli Houssaini Manager - Advisory 11.3 $ 400 $ 4,520.00 

 Rob Villegas Senior Associate - Advisory 67.8 $ 225 $ 15,255.00 

 Rohit Nagdeo Lead Specialist (Manager) - Advisory 137.0 $ 225 $ 30,825.00 

 Scott Stoddard Director - Advisory 87.5 $ 435 $ 38,062.50 

 Shiva Reddy R Senior Associate-KGS 50.0 $ 220 $ 11,000.00 

 Tia Mason Senior Associate - Advisory 72.0 $ 325 $ 23,400.00 

 Tim Littman Senior Associate - Advisory 190.9 $ 325 $ 62,042.50 

 Tom Schenk Director - Advisory 55.4 $ 435 $ 24,099.00 

 Wendy Shaffer Senior Associate - Bankruptcy 53.4 $ 150 $ 8,010.00 

 Yiwen Fu Manager - Advisory 3.0 $ 400 $ 1,200.00 

Subtotal Hours and Fees at Discounted Rates 7,229.8 $ 2,333,848.00 1 

Data Security Services (Fixed Fee) $ - 2 

Legal Support Services - (non-hourly fees) $ 204,752.56 3 

Enterprise Project Management Tools Implementation Services (Fixed Fee) $ 1,338,444.004 5 

Subtotal Fees $ 3,877,044.56 

Less Voluntary Reduction $ (3,389.50)6

Total Fees Requested $ 3,873,655.06 

Out of Pocket Expenses $ 132,148.61 

Total Fees and Out of Pocket Expenses $ 4,005,803.67 

Blended Hourly Rate (excludes Fixed Fee Hours) $ 322.81 

 

1

 KPMG bills for services at discounted hourly billing rates as specified in the Retention Application dated May 21, 2019. During the Compensation 

Period, KPMG’s standard rates for hourly services rendered totaled $4,679,826.75. KPMG’s services at the agreed upon discounted hourly rates result in 

a voluntary discount of fees in the amount of $2,345,978.75 thus benefitting the Chapter 11 estate by same amount. This does not contemplate the benefit 

to the estate with respect to the savings related to fixed fee services. 

2

 KPMG and the Debtors 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. During 

the First Interim Compensation Period, KPMG did not request any of the agreed upon fixed-fee amount for these services. KPMG did provide 1,187.4 

hours of service with respect to this project during the First Interim Compensation Period as detailed on Exhibit C2 of the filed monthly fee statements. 

3

 These fees represent the recurring monthly charges as detailed in Appendix C of the Legal Support Services Agreement and further detailed on Exhibit 

C3 of the filed monthly fee statements. 

4

 KPMG and the Debtors 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. Formal acceptance of remaining deliverables related to this project was provided by the client on February 6, 2019. 

5

 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. 

6

 KPMG determined to take a voluntary reduction for time spent by a manager providing information to a successor manager as detailed on Exhibit C1 of 

the filed 2nd and 3rd monthly fee statements. 

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ATTACHMENT A TO FEE APPLICATION 

(CONTINUED) 

COMPENSATION BY PROJECT CATEGORY 

Matter 

Number Project Category 

Total 

Hours 

Billed 

 Total Discounted 

Fees 

1 Asset Management Services 6,068.3 $ 2,112,569.007 

2 Data Security Services - $ - 8

3 Legal Support Services 16.5 $ 211,831.319 

4 IT Software Services (Phase 1) 462.6 $ 104,085.00 

5 Enterprise Project Management Tools Implementation Services - $ 1,338,444.0010 11

6 Risk Assessment Services 332.0 $ 49,800.00 

7 Retention Services 55.0 $ 11,677.50 

8 Fee Application Preparation Services 295.4 $ 45,248.25 

 Total Discounted Fees 7,229.8 $ 3,873,655.06 

EXPENSE SUMMARY 

Service Description Amount 

Airfare $ 45,232.80 

Lodging $ 55,421.66 

Meals $ 7,591.33 

Ground Transportation $ 23,902.81 

Miscellaneous $ - 

Total $ 132,148.60 

 

7

 KPMG determined to take a voluntary reduction for time spent by a manager providing information to a successor manager as detailed on Exhibit C1 of 

the filed 2nd and 3rd monthly fee statements with respect to these services. 

8

 KPMG and the Debtors 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. During 

the First Interim Compensation Period, KPMG did not request any of the agreed upon fixed-fee amount for these services. KPMG did provide 1,187.4 

hours of service with respect to this project during the First Interim Compensation Period as detailed on Exhibit C2 of the filed monthly fee statements. 

9

 Fee amount is composed of hourly fees and recurring hosting fees. 

10 KPMG and the Debtors 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. Formal acceptance of remaining deliverables related to this project was provided by the client on February 6, 2019. 

11 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. 

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UNITED STATES BANKRUPTCY COURT 

NORTHERN DISTRICT OF CALIFORNIA 

SAN FRANCISCO DIVISION 

FIRST INTERIM FEE APPLICATION OF KPMG LLP FOR COMPENSATION FOR SERVICES 

RENDERED AND REIMBURSEMENT OF EXPENSES AS INFORMATION TECHNOLOGY, RISK, 

AND LEGAL SUPPORT CONSULTANTS TO THE DEBTORS FOR 

THE PERIOD FROM JANUARY 29, 2019 THROUGH MAY 31, 2019 

KPMG LLP, (“KPMG”) as information technology, risk, and legal consultants to the abovecaptioned debtors and debtors-in-possession (the “Debtors”), files this First Interim Fee Application 

(the “Interim Fee Application”), pursuant to section 330 and 331 of title 11 of the United States Code 

(the “Bankruptcy Code”), Rule 2016 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy 

Rules”), and the Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy 

Court for the Northern District of California (the “Local Rules”). By this Interim Fee Application, 

KPMG seeks the allowance of compensation for professional services performed and actual and 

necessary expenses incurred by KPMG for the period from January 29, 2019 through and including 

May 31, 2019 (the “Compensation Period”), in the amount of $4,005,803.67 and respectfully 

represents:

In re: 

PG&E CORPORATION,

 - and -

PACIFIC GAS AND ELECTRIC 

COMPANY,

Bankruptcy Case 

No. 19-30088 (DM) 

Chapter 11 

(Lead Case) 

Debtors. (Jointly Administered) 

 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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Background 

A. On January 29, 2019 (the “Petition Date”) each of the Debtors filed a voluntary 

petition for relief under chapter 11 of the Bankruptcy Code. The Debtors continue to operate their 

businesses and manage their properties as debtors in possession pursuant to sections 1107(a) and 1108 

of title 11 of the Bankruptcy Code. On February 12, 2019, the Acting United States Trustee for 

Region 3 appointed an official committee of unsecured creditors (the “Creditors’ Committee”).

B. By this Court’s Order Authorizing the Debtors to Retain and Employ KPMG 

LLP as Information Technology, Risk, and Legal Consultants Nunc Pro Tunc to January 29, 2019, 

dated June 11, 2019 [Docket No. 2503] (the “Retention Order”), the Debtors were authorized to 

compensate KPMG in accordance with the procedures set forth in section 330 and 331 of the 

Bankruptcy Code, the Bankruptcy Rules, the Local Rules, and such other procedures as were fixed by 

order of the Court. A copy of the Retention Order is attached hereto as Exhibit E. 

Jurisdiction 

C. This court has jurisdiction over this matter under 28 U.S.C. §§ 157 and 1334. 

This is a core proceeding within the meaning of 28 U.S.C. §157(b)(2). Venue of this Chapter 11 case 

in this district is proper under 28 U.S.C. §§ 1408 and 1409. 

Summary of Interim Fee Application 

D. During the Compensation Period, KPMG performed the services for which it is 

seeking compensation on behalf of or for the Debtors and their estates and not on behalf of any 

committee, creditor or other person. By this Interim Fee Application, KPMG requests allowance of 

Interim compensation of professional fees totaling $3,873,655.06 of necessary and actual out-of-pocket 

expenses in the amount of $132,148.61. 

Case: 19-30088 Doc# 2992 Filed: 07/15/19 Entered: 07/15/19 17:33:06 Page 6 of

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Summary of Services Rendered During the Compensation Period 

E. This Interim Fee Application is KPMG’s First Interim Fee Application for 

compensation and expense reimbursement filed in these chapter 11 cases. During the Compensation 

Period, KPMG provided significant professional services to the Debtors in their efforts to navigate 

their business through the chapter 11 process. 

F. Set forth below is a summary of the significant professional services that KPMG 

rendered to the Debtors during the Compensation Period and annexed hereto as Exhibit A is a chart 

depicting KPMG professionals who rendered these services. 

Asset Management Services 

• Assisted the Debtors’ with development of certain aspects of its transmission, distribution and 

substation inspection programs. 

Data Security Services 

• Initial assistance to Debtors' team with the development of its Data Security program. 

Legal Support Services 

• Provide evidence, discovery management services and digital evidence recovery services at the 

request of Debtors’ counsel, Latham and Clarence. 

IT Software Services (Phase I) 

• Move the policies and configurations from the DEV to TEST environments (assuming the 

application has a TEST environment); 

• Create Deployment Guides for each application (or set of applications) detailing process of 

migrating policies and configurations from the lower environment(s) [DEV and/or TEST] to 

the upper environments [QA and/or PROD]; 

• Assist with troubleshooting Ping-related issues and/or integration activities; and 

• Project Management Support including: 

° Provide weekly Project status reports, detailing the current activities, issues, and risks 

identified by the KPMG team; and 

° Manage KPMG team members and coordinate Project tasks between KPMG and Debtors’ 

team members. 

Case: 19-30088 Doc# 2992 Filed: 07/15/19 Entered: 07/15/19 17:33:06 Page 7 of

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Enterprise Project Management (“EPM”) Tools Implementation Services 

• Design of a solution in Oracle Primavera Unifier and SAP PPM applications that will provide 

the following enterprise-level functions into the existing EPM Tools solution, while also 

supporting necessary Line of Business (“LOB”) process variations: 

° Integrated Change Control (“ICC”) processes; 

° Governance - Authorization/ReAuthorization (“Auth/ReAuth”) and Phase Gate Approvals, 

including changes to the LOB approved design; changes included updates to account for 

requirements; and 

° Enterprise Portfolio Planning and Management (EPPM). 

• Alignment of the design to EPM Standards; and 

• Enhanced business process and design updates to Debtors’ Enterprise Portfolio Planning and 

Management (“EPPM”) solution through Plan/Analyze and Design phases for - Auth/ReAuth, 

Phase Gate Approvals and Integrated Change Control (ICC) processes. 

Risk Assessment Services 

• Provided the Debtors with a staff member to support the Debtors’ personnel with respect to 

their assessments for Third Party Risk Management security initiatives: track budget; create 

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

Retention Services 

 • Services included researching client bankruptcy with regards to retention; the preparation of 

KPMG declaration and retention order; discussions and fact finding with partners as well as the 

Office of General Counsel; discussions and correspondence with Debtors’ counsel related to 

employment application. 

Fee Application Preparation 

• The billing procedures required by the US Trustee Guidelines differ from KPMG’s normal 

billing procedures and as such, the Local Rules and the Interim Compensation Order entered in 

these cases have required significant effort to inform the timekeepers of their responsibilities, 

compile the detailed time and expenses entries, begin preparation of the detailed and summary 

schedules of fees and expenses incurred, and begin drafting the schedules included in the 

Interim fee Applications. 

G. Per the Enterprise Project Management Tools Implementation Services 

Agreement executed on August 6, 2018, KPMG and the Debtors agreed to a fixed fee arrangement in 

the amount of $2,071,852. Approximately $716,994 of the fixed fee (the “Fixed Fee”) was paid 

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prepetition as noted in the Armstrong Declaration. KPMG is requesting the remaining amount for final 

services provided during the Compensation Period in the amount of $1,338,444.0012.

H. Per the Data Security Services Agreement executed on March 20, 2019, KPMG 

and the Debtors agreed to a Fixed Fee arrangement in the amount of $2,705,013.50. 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. As of 

May 31, 2019, KPMG has provided Data Security Services, however is not requesting compensation 

during the Compensation Period. 

I. During the Compensation Period, KPMG billed the Debtors for non-fixed fee 

time expended by professionals based on hourly rates ranging from $138 to $500 per hour. The rates 

reflected in this Interim Fee Application for non-fixed fee services represent approximately a 29%-

78% discount from KPMG’s standard rates. Of the aggregate time expended, 80.1 hours were 

expended by partners and principals, 1,099.7 hours were expended by managing directors, directors 

and associate directors, 1,499.0 hours were expended by managers, and 4,551.0 hours were expended 

by senior associates and associates. KPMG’s blended hourly rate for non-fixed fee services provided 

during the Compensation Period is $322.81. 

J. In addition to Attachment B, a summary of the hours and fees incurred by 

professional and category is annexed hereto as Exhibit A and Exhibit B, respectively, and described in 

the filed monthly fee statements annexed hereto as Exhibit D. KPMG maintains contemporaneous 

records of the time expended for the non-fixed fee professional services and expenses related hereto 

performed in connection with these chapter 11 cases. 

 

12 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.

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K. The fees applied for herein are based on the usual and customary fees KPMG 

charges to advisory services clients and are commensurate with the usual and customary rates charged 

for services performed. 

L. KPMG respectfully submits that the amounts applied for herein for professional 

services rendered on behalf of the Debtors in these cases to date are fair and reasonable given: (a) the 

time expended; (b) the nature and extent of the services performed at the time at which such services 

were rendered; (c) the value of such services; and (d) the costs of comparable services other than in 

these chapter 11 cases. 

M. The time and labor expended by KPMG during the Compensation Period has 

been commensurate with the size and complexity of these cases. In rendering these services, KPMG 

has made every effort to maximize the benefit to the Debtors’ estates, to work efficiently with the other 

professionals employed in these cases, and to leverage staff appropriately in order to minimize 

duplication of effort. 

N. During the Compensation Period, KPMG provided a focused range of 

professional services as requested by the Debtors. KPMG respectfully submits that these services: (a) 

were necessary and beneficial to the successful and prompt administration of these cases; and (b) have 

been provided in a cost efficient manner.

O. Except as set forth in the Retention Order, no promises concerning 

compensation have been made to KPMG by any firm, person or entity. 

Summary of Actual and Necessary Expenses During the Compensation Period

P. As set forth on Exhibit C, KPMG seeks reimbursement of actual and necessary 

expenses incurred by KPMG during the Compensation Period in the aggregate amount of $132,148.61. 

These expenses are reasonable and necessary in light of the size and complexity of the Debtors’ cases. 

 

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Reservation 

To the extent that time for services rendered or disbursements incurred relate to the 

Compensation Period, but were not processed prior to the preparation of this Interim Fee Application, 

KPMG reserves the right to request additional compensation for such services and reimbursement of 

such expenses in a future Interim fee Application. Furthermore, KPMG reserves the right to seek final 

approval of the fees and expenses requested herein. 

Conclusion 

WHEREFORE, KPMG respectfully requests that, pursuant to the Interim Compensation Order, 

KPMG is (i) allowed on an interim basis compensation of $3,873,655.06 for services rendered during 

the Compensation Period (ii) allowed on an interim basis reimbursement of expenses billed during the 

Compensation Period of $132,148.61; (iii) authorized to be paid its allowed fees and expenses for the 

Compensation Period; and (iv) granted such other and further relief as the Court may deem proper. 

[remainder of page intentionally left blank] 

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Dated: July 15, 2019 

Respectfully submitted, 

 _____________________ 

Eugene V. Armstrong 

Principal 

KPMG LLP 

55 Second Street 

Suite 1400 

San Francisco, CA 94105 

415 963 7301 

 

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