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28 Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, NY 10153-0119

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 TYSON SMITH IN 

SUPPORT OF MOTION TO FILE 

REDACTED DOCUMENTS IN SUPPORT 

OF APPLICATION 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 

[Related to Docket Nos. 2171 and 2173] 

[No Hearing Requested] 

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# 2174 Filed: 05/21/19 Entered: 05/21/19 17:34:25 Page 1 of

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28 Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, NY 10153-0119

I, Tyson Smith, pursuant to section 1746 of title 28 of the United States Code, hereby declare 

under penalty of perjury that the following is true and correct to the best of my knowledge, information, 

and belief: 

I am Senior Counsel in the Law Department at Pacific Gas and Electric Company (the “Utility” 

and, together with PG&E Corporation, the “Debtors”). I joined the Law Department in 2018 and have 

been licensed to practice in the State of California since 2003. Prior to joining the Utility, I was a partner 

at Winston & Strawn LLP from 2011 to 2018 and associate from 2005 to 2011. From 2003 to 2005, I 

was an attorney in the Office of the General Counsel, U.S. Nuclear Regulatory Commission. I hold a 

Bachelor’s degree from Vanderbilt University in civil and environmental engineering, a Master’s degree 

from Stanford University in civil and environmental engineering, and a juris doctorate from Lewis and 

Clark Law School. 

I am knowledgeable and familiar with the Debtors’ day-to-day operations and, specifically, the 

Debtors’ professional engagements with KPMG LLP (“KPMG”). I am authorized to submit this 

Declaration on behalf of the Debtors. The facts set forth in this Declaration are based upon my personal 

knowledge, my review of relevant documents, and information provided to me by the Debtors’ other 

employees or the Debtors’ legal, restructuring, and financial advisors. If called upon to testify, I would 

testify to the facts set forth in this Declaration. 

 This Declaration is submitted in support of the Motion to File Redacted Documents 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 (the “Redaction Motion”) filed 

concurrently herewith, which seeks authority to redact certain confidential information subject to 

attorney–client privilege and the attorney work product doctrine that is the subject 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 Support 

Case: 19-30088 Doc# 2174 Filed: 05/21/19 Entered: 05/21/19 17:34:25 Page 2 of

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28 Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, NY 10153-0119

Consultants to the Debtors Nunc Pro Tunc to Petition Date (the “KPMG Retention Application”), 

filed concurrently herewith.1

 KPMG performed a number of engagements for the Debtors prior to the Petition Date and KPMG 

has developed valuable institutional knowledge about the Debtors’ businesses, operations, accounting 

systems, and other material information. KPMG is party to a number of contracts with the Debtors; 

however, the Debtors are only seeking to redact information from two of such contracts. Redacted copies 

of these contracts are annexed as Exhibits 1-F and 1-H to the Armstrong Declaration. 

 In addition to the relevant terms governing KPMG’s work and other critical services that have 

been, and will continue to be, performed by KPMG for the benefit of the Debtors (which are described 

in detail in the KPMG Retention Application), certain Engagement Agreements describe work to be 

performed at the direction of counsel and information subject to the attorney–client privilege and the 

attorney work product doctrine. The Debtors have narrowly tailored their request to redact by limiting 

the redactions to information subject to the attorney–client privilege and the attorney work product 

doctrine, rather than all commercially sensitive information. Therefore, the Debtors seek to file certain 

Engagement Agreements with the limited redactions described above. 

 

1

 Capitalized terms used but not otherwise herein defined shall have the meanings ascribed to such terms 

in the KPMG Retention Application. 

Case: 19-30088 Doc# 2174 Filed: 05/21/19 Entered: 05/21/19 17:34:25 Page 3 of

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Pursuant to 28 U.S.C. § 1746, I declare under the penalty of perjury, that the foregoing is true 

and correct. 

Dated: May 21, 2019 

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Respectfully submitted, � 

By�� r?.�((, 

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Tyson Smith 

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Case: 19-30088 Doc# 2174 Filed: 05/21/19 Entered: 05/21/19 17:34:25 Page 4 of

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