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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,

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 DANIEL BOWMAN IN 

SUPPORT OF DEBTORS’ 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 

PRICEWATERHOUSECOOPERS LLP 

AS MANAGEMENT, TAX, AND ADVISORY 

CONSULTANTS TO THE DEBTORSNUNC 

PRO TUNC TO PETITION DATE 

Date: May 22, 2019 

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

Place: United States Bankruptcy Court 

 Courtroom 17, 16th Floor 

 San Francisco, CA 94102 

Objection Deadline: May 15, 2019, 4:00 p.m. (PT) 

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I, Daniel Bowman, being duly sworn, state the following under penalty of perjury:

I am a principal at PricewaterhouseCoopers LLP (“PwC”), an accounting and financial services 

firm that maintains offices at Three Embarcadero Center, San Francisco, California 94111. PwC is a 

global assurance, tax, and business consulting firm with over 250,000 professionals operating in 158 

countries.1

 I am duly authorized to make this declaration (this “Declaration”) on behalf of PwC 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 PricewaterhouseCoopers LLP as 

Management, Tax, and Advisory Consultants to the Debtors Nunc Pro Tunc to Petition Date (the 

“Application”).2

 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 PwC as management, tax, 

and advisory 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 engagements 

summarized in the in the Application (the “Engagements”).

Pursuant to the terms of the Engagements, PwC has agreed to provide certain management, tax, 

and advisory consulting services to the Debtors to the extent necessary to complete the projects specified 

in the various agreements governing such Engagements. PwC is well-qualified to provide such services 

to the Debtors as it has extensive experience and knowledge in performing the scope of work described 

below and is widely recognized for its experience and expertise in the provision of such services to large 

and complex business entities. 

Moreover, PwC is a leading full service accounting, consulting, tax, and financial services firm 

with over 79 offices and more than 45,000 employees in the United States. PwC is the United States-

 1 Such firms are members of PricewaterhouseCoopers International Limited (“PwC IL”), a UK

membership based company, and limited by guarantee, with no shareholders and no capital. The

member firms of PwC IL have agreed to operate certain of their professional services in accordance

with agreed standards, but remain separate legal entities with each member firm being locally owned

and managed.

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

the Application.

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based firm of a global network of separate and independent member firms that operate locally in 

countries around the world. PwC has considerable experience providing accounting, tax, consulting, 

and financial advisory services to businesses in a chapter 11 environment, and has been employed in 

numerous chapter 11 cases, including: In re Westmoreland Coal Company, Case No. 18-35672 (DRJ) 

(Bankr. S.D.T.X. Jan. 22, 2019); In re iHeartMedia, Inc., Case No. 18-31274 (MI) (Bankr. S.D.T.X. 

Apr. 12, 2018); In Cumulus Media Inc., Case No. 17-13381 (SCC) (Bankr. S.D.N.Y. Mar. 6, 2018); In 

Toys “R” Us, Inc., Case No. 17-34665 (KLP) (Bankr. E.D.V.A. Jan. 31, 2018); In re Walter Investment 

Management Corp., Case No. 17-13446 (JLG) (Bankr. S.D.N.Y. Jan. 18, 2018); In re Westinghouse 

Electric Company LLC, Case No. 17-10751 (MEW) (Bankr. S.D.N.Y. Aug.4, 2017); In re TK Holdings 

Inc., Case No. 17-11375 (BLS) (Bankr. Del. Jul. 26, 2017); In re Avaya Inc., Case No. 17-10089 (SMB) 

(Bankr. S.D.N.Y. Mar. 21, 2017); In re Breitburn Energy Partners LP, Case No. 16-11390 (SMB) 

(Bankr. S.D.N.Y. Aug. 19, 2016); and In re Sunedison, Inc., Case No. 16-10992 (SMB) (Bankr. S.D.N.Y 

May 20, 2016). Accordingly, PwC is well-qualified to provide certain services during these Chapter 11 

Cases in an efficient and timely manner.

Lastly, because PwC performed a number of engagements for the Debtors prior to the Petition 

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

accounting systems and other material information. 

For each of the forgoing reasons, PwC is well-qualified and uniquely able to represent the 

Debtors in these Chapter 11 Cases in an efficient and timely manner. Therefore, PwC submits that 

continued employment and retention of PwC as management, tax, and advisory consultants to the 

Debtors for the purpose of completing the specific services set forth in the agreements governing the 

Engagements3 is in the best interests of the Debtors, their creditors and all parties in interest.

The Debtors have requested that PwC provide the specific services set forth in the various 

agreements governing the Engagements in connection with these Chapter 11 Cases consistent with the 

 3 PwC is not at this time seeking to be retained to provide services for the Debtors that fall outside of the 

express scope of the agreements governing the Engagements. To the extent PwC and the Debtors 

determine that PwC will seek to perform additional services for the Debtors, the Debtors shall file a 

supplemental application with the Court.

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terms of such agreements and as summarized herein.4

Management, Accounting, and Advisory Services. Pursuant to the terms and conditions of that 

certain Master Services Agreement dated as of January 17, 2017 (as amended November 16, 2018) 

attached hereto as Exhibit 1 and twelve distinctive contracts related thereto (the “MSA Contracts”) by 

and between the Debtors and PwC (such MSA Contracts, collectively with the Master Services 

Agreement, the “MSA”), attached hereto as Exhibits 1-A through 1-L, PwC will continue to provide 

management, and advisory services to the Debtors, to the extent expressly required by and as more 

particularly described in the applicable designated agreements:

A. Fixed-Fee Engagements

(i) Perform support activities related to evidence evaluation for the 2017 

North Bay Fires and 2018 Camp Fire and assist the Debtors in the 

development and formalization of consistent claims-coding processes and 

procedures which will help the Debtors to facilitate better data quality and 

enhanced reporting (the “Claims Services”, as described in Exhibits 1-A

and 1-B hereto);

(ii) Assist the Debtors with their corporate incident reporting processes related 

to the 2017 North Bay Fires and 2018 Camp Fire and other major events 

in the Debtors’ service territory, including, operations and legal support 

activities (the “North Bay Services” and “Camp Fire Services”, as 

described in Exhibits 1-C and 1-D hereto);

(iii) Provide off shore assistance surrounding the management of technical 

support issues pertaining to Ariba (the Debtors’ purchasing system) (the 

“Offshore Support Services”, as described in Exhibit 1-E hereto);

(iv) Undertake external assessments to determine that the internal auditors are 

fulfilling the expectations of the Debtors’ Audit Committee and its 

effectiveness in carrying out its mission (the “Internal Audit Assessment 

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

(v) Assist the Debtors in implementing a digital contract management 

process, including, but not limited to: implementing a model to assist the 

Debtors with design recommendations, assisting with the data migration; 

 4 The summary of the Engagements included in this Declaration is provided for purposes of convenience 

only and is qualified in its entirety by reference to the Engagements. To the extent that this Declaration 

and the terms of a particular Engagement are inconsistent, the terms of the Engagement shall control. 

Contemporaneously herewith, the Debtors have filed a motion seeking to redact certain aspects of the 

MSA to protect their confidential nature. Unredacted copies of the MSA will be furnished to the Court 

upon request.

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testing, deployment and implementation of the new business processes 

(the “IT Implementation Services”, as described in Exhibit 1-G hereto);

(vi) Assist the Debtors’ Compliance and Ethics department (“C&E”) in 

assessments of their compliance programs, including, but not limited to:

reviews of the compliance program elements, analyzing documentation, 

drafting results of assessments, and supporting its compliance and ethics 

road map (the “Compliance Services”, as described in Exhibit 1-H

hereto); 

(vii) Assist the Debtors in the assessment of the design and operations of 

compliance controls across the Debtors’ business, including, but not 

limited to: providing recommendations on the control design as a result of 

controls testing, and provide controls training to the Debtors’ business 

units (the “Controls Testing Services”), as described in Exhibit 1-I

hereto).

B. Hourly Fee Engagements

(viii) Perform forensic collection of data from electronic devices related to the 

2017 North Bay Fires and 2018 Camp Fire (the “E-Discovery Services”, 

as described in Exhibits 1-J and 1-K hereto); and

(ix) Provide assistance and support services related to the Debtor’s general rate 

case, including certain administrative and logistical support tasks; (the 

“Rate Case Support Services”, as described in Exhibit 1-L hereto).

Tax Zone Credit Advisory Services. Pursuant to the terms and conditions of that certain 

engagement letter dated as of August 26, 2013, by and between the Debtors and PwC (the “Tax 

Enterprise Zone Credits Engagement Letter”), attached as Exhibit 2 hereto, since 2013, PwC has 

assisted and advised the Debtors in available California Enterprise Zone Hiring Tax Credits(“EZ HTC”)

based upon the Targeted Employment Area for all open tax years. PwC has identified potentially 

qualified employees and calculated the hiring tax credit for all locations with supporting documentation. 

During each subsequent year, PwC recalculates the enterprise zone limitation and prepares amended 

Forms 3805Z for such year. PwC then presents all calculation forms in support of the claimed credits to 

the Debtors for their consideration, review, and approval prior to filing such forms by the Debtors with 

the appropriate state agencies (the “Tax EZ Credit Services”).

Strategic Analysis Services. Pursuant to the terms and conditions of that certain engagement 

letter dated as of June 12, 2018 (amended as of December 10, 2018), by and between the Debtors and 

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PwC (the “Strategic Analysis Engagement Letter”), attached hereto as Exhibits 3-A and 3-B5, PwC 

will continue to support the Debtors regarding the analysis of potential restructuring scenarios supporting

their strategic priorities, including but not limited to holding discussions with certain of the Debtors’

officers, employees and outside consultants of the Debtors, and providing advice on the Debtors’ 

strategic analysis of certain corporate structure decisions across various work streams including: project 

management, accounting and finance, tax, regulatory, legal, other functional areas (e.g. information 

technology, human resources, etc.) and operating model (the “Strategic Analysis Services”). 

Bankruptcy Tax and Accounting Advisory Services. Pursuant to the terms and conditions of that 

certain engagement letter dated as of February 14, 2019, by and between the Debtors and PwC (the 

“Bankruptcy Accounting Advisory Services Engagement Letter”), attached as Exhibit 4 hereto, 

PwC will perform the accounting advisory services related to the Debtors’ evaluation of their accounting

for bankruptcy under ASC 852, reorganization, and provide advice and assistance in connection with the 

Debtors’ accumulation of data and preparation of various schedules, account analyses, and 

reconciliations, including reconciliations of claims, information needed for the Debtors’ schedules and 

statements of financial affairs and other reports required by the Court, any information needed in 

connection with the Debtors’ plan of reorganization and such other documentation that is customarily 

issued by debtors in chapter 11 cases of this size and complexity (the “Bankruptcy Accounting 

Services”).

In addition, pursuant to that certain engagement letter dated as of February 11, 2019, by and 

between the Debtors and PwC (the “Bankruptcy Tax Advisory Services Engagement Letter” and 

together with the Tax Enterprise Zone Credits Engagement Letter, the Strategic Analysis Engagement 

Letter, the Bankruptcy Accounting Advisory Services Engagement Letter, collectively the 

“Engagement Letters”), attached as Exhibit 5 hereto, PwC will perform various bankruptcy tax 

advisory services, including but not limited to: preparation of a tax model to illustrate U.S. federal and 

 5 The “Contract Work Authorization” that was prepared internally by the Debtors in connection with 

these services improperly indicated that the services would be subject to the MSA notwithstanding that 

the work at issue (a) did not involve the management consulting services to which the MSA applies and 

(b) was subject to a separate, stand-alone engagement letter. The Debtors’ senior management team has 

acknowledged the error and confirmed that the subject work was, in fact, governed by the stand-alone 

Strategic Analysis Engagement Letter rather than the MSA.

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California income tax implications of the bankruptcy and related transactions, calculation of ownership 

changes for Internal Revenue Code (“IRC”) section 382 purposes and advising management whether 

one or more private letter rulings with the IRS and/or California tax agencies may be required to address 

significant tax issues that arise through the bankruptcy process, and consulting with management 

throughout the bankruptcy process to advise management of expected tax issues and any additional 

mutually agreed services subsequently requested by members of the Debtors’ management team that are 

related to the bankruptcy (the “Bankruptcy Tax Services”).

PwC believes that the services to be rendered by PwC will not be duplicative of the services 

rendered by any other professionals in these Chapter 11 Cases. The Debtors and PwC will use reasonable 

efforts to avoid the duplication of services being rendered by PwC and other professionals in these 

Chapter 11 Cases.

To the extent that the Debtors and PwC later determine that PwC will perform additional services 

deemed appropriate and necessary to benefit the Debtors’ estates. PwC and the Debtors may enter into 

additional agreements with respect to such services and will seek separate retention orders with regard 

to any such additional agreements.

PwC intends to apply to the Court for allowance of compensation and reimbursement of expenses 

for the 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, and any 

applicable Orders of the Court, both in connection with this Application and any interim and final fee 

applications to be filed by PwC in these Chapter 11 Cases, in accordance with the terms and conditions 

of the MSA and the Engagement Letters. Moreover, PwC will make reasonable efforts 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.

PwC’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 MSA and the Engagement 

Letters. Subject to this Court’s approval, PwC, in accordance with its customary terms and conditions 

of employment, including the proposed compensation arrangements set forth in the respective MSA 

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Contracts and Engagement Letters (the “Fee Structures”), for (a) compensation for the E-Discovery 

Services, Rate Case Support Services, Strategic Analysis Services, Bankruptcy Accounting Services, 

and Bankruptcy Tax Services on an hourly basis in accordance with PwC’s ordinary and customary rates 

in effect on the date such services are rendered; (b) compensation for the Claims Services, North Bay 

Services, Camp Fire Services, Offshore Support Services, Internal Audit Assessment Services, IT 

Implementation, Compliance Services and Controls Testing Services on a fixed-fee basis (summarized 

below) in accordance with the terms of each respective MSA Contract; (c) compensation for the Tax EZ 

Credit Services and corresponding fees in accordance with the terms of its Engagement Letter; and (d) 

reimbursement of actual and necessary costs and expenses incurred by PwC in connection with all 

services performed on behalf of the Debtors. I believe that these Fee Structures and compensation for 

each of the Engagements are market-based and reasonable considering PwC’s knowledge and 

experience.

Hourly Fee Engagements. The hourly rates set forth below are PwC’s applicable hourly rates for 

the work of its professionals and staff members for the different engagements set forth in the applicable 

MSA Contracts and Engagement Letters. These hourly rates reflect PwC’s normal and customary billing 

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

adjustment from time to time in accordance with PwC’s established billing practices and procedures. 

PwC will provide reasonable notice of any changes to its hourly rates to the Debtors and the U.S. Trustee. 

Billing 

Category

E-Discovery 

Services

Rate Case 

Support6

Strategic 

Analysis 

Services

Bankruptcy 

Accounting 

Services

Bankruptcy 

Tax 

Services

Partner / 

Principal

$499 $500 $780 - $909 $839 - $994 $909

Managing 

Director

n/a n/a n/a $757 - $898 n/a

Director/Senior 

Manager

$404 $395 $650 - $776 $715 - $807 $707

Manager $329 n/a $445 - $650 $525 - $628 $585

Senior 

Associate/Staff

$267 $260 $348 - $497 $460 - $517 $464

Associate $172 n/a $287 - $433 $415 - $450 $360

Administrative n/a n/a $135 $125

 6 Pursuant to the terms of the Rate Case Support Services agreement, PwC has estimated an initial fee 

not to exceed $750,000, but it is PwC’s understanding that the amount of support the Debtors need may 

change over the life of the engagement. 

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Fixed-Fee Engagements. The Debtors and PwC have agreed to fixed-fee compensation for

several of the MSA Contracts. These fixed-fee estimates are based on the time required by the individuals 

assigned to the Debtors' engagements. In addition, the fee estimates are based on the assumption that 

the Debtors will provide certain information and assistance to PwC. As of January 29, 2019, PwC had 

received the following amounts pursuant to those MSA Contracts for services performed prepetition and 

will be seeking reimbursement of the remainder of the fixed-fee estimates as services are provided postpetition. 

Services Fixed-Fee

Amount

Fees Paid

Prepetition7

Fees Remaining 

to be Paid for Yet 

to be Performed 

Post-Petition 

Services

Claims Services – Evidence Evaluation

Claims Services – Claims Coding

C.o. 4 - $25,000

C.o. 5 - $122,000

$18,750

$101,500

$6,250

$20,500

North Bay Services $2,789,441 $1,534,441 $1,255,000

Camp Fire Services $3,072,201 $1,510,701 $1,561,500

Offshore Support Services $95,228 $0 $95,228

Internal Audit Assessment Services $99,000 $0 $99,000

IT Implementation Services $430,000 $0 $327,000

Compliance Services $1,945,000 $0 $1,945,000

Controls Testing Services $550,000 $0 $550,000

Contingency Fee Engagements. The proposed fee for the Tax EZ Credit Services is calculated as 

equal to fifteen percent (15%) of the tax savings related to the California EZ HTC review for all open 

tax years identified and vouched by PwC (and not previously identified by the Debtors or their other 

providers). The 15% fee percentage includes all fee and expenses and will be due at the time the Debtors 

receive the cash benefit, i.e. upon receipt of the refund or claiming an offset against a tax liability. PwC 

expects that these California EZ HTC filing will undergo substantive review and consideration by the 

state taxing authorities. If the Debtors receive any cash benefit during these Chapter 11 Cases, PwC will 

present an exhibit with the facts and calculations of tax savings for Court approval.

Expenses. Additionally, PwC will invoice the Debtors for its reasonable out-of-pocket expenses 

 7 These payments represent the fees paid prepetition under these MSA Contracts. PwC received 

additional payment from the Debtors prepetition related to reasonable out-of-pocket expenses associated 

with these services.

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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. In the 90 days prior to the Petition Date, the Debtors paid PwC $17,596,753.79 in 

connection with prepetition services provided to the Debtors. Certain of these payments were advance 

payments from the Debtors for North Bay Services, Camp Fire Services and the Strategic Analysis 

Services. These advance payments (which are a subset of the total noted above and approximate 

$1,947,350) have been applied on account of fees and expenses incurred in connection with prepetition 

services. As of the Petition Date, no advance payment remains unapplied. 

As of the Petition Date, PwC was owed $799,361.44 for professional services provided and 

unpaid by the Debtors. PwC agrees to waive any unpaid prepetition fees or expenses upon approval and 

execution of an Order approving its retention in these Chapter 11 Cases in a form acceptable to PwC.

The PwC professionals providing services to the Debtors will consult with internal PwC 

bankruptcy retention and billing advisors to ensure compliance with the applicable provisions of the 

Bankruptcy Code, the Bankruptcy Rules, the Bankruptcy Local Rules, the Fee Guidelines, and any other 

applicable procedures and orders of the Court, as well as to decrease the overall fees associated with the 

administrative aspects of PwC’s engagement. The services provided by these bankruptcy retention and 

billing advisors shall include, but are not limited to: (a) assistance with preparation of the bankruptcy 

retention documents; (b) assistance with the disinterestedness disclosures; and (c) preparation of monthly 

fee statements and interim and final fee applications. Given the specialized nature of these services, 

specific billing rates exist for these PwC bankruptcy retention and billing advisors.8

It is not the practice of PwC’s professionals to keep detailed time records in one tenth-of-an-hour 

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 PwC’s professionals is to keep 

reasonably detailed records of services rendered during the course of an engagement in half-hour (0.5) 

 8 The rate per hour for these PwC bankruptcy retention and billing advisors by level of experience will 

be as follows: Director: $550; Manager: $400; Senior Associate: $290; Associate: $225 and 

Paraprofessional: $150. These rates also are subject to periodic adjustment. 

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increments. Thus, in the Application, the Debtors request that this Court allow PwC’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, interim, and final fee application that PwC 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 PwC, 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 PwC’s services and fees.

It is my understanding that the Debtors intend that the services of PwC will complement and not 

duplicate the services rendered by any other professional retained in these Chapter 11 Cases. PwC 

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 PwC under terms of certain of the MSA Contracts 

and Engagement Letters, the Debtors have agreed to certain indemnification obligations as described in 

such MSA Contracts and Engagement Letters. The terms of the MSA and Engagement Letters and the 

indemnification provisions contained therein were fully negotiated in good faith and at arm’s length.

In connection with its proposed retention by the Debtors in these Chapter 11 Cases, PwC 

undertook to determine whether PwC has any conflicts or other relationships that, in contravention of 

Bankruptcy Code Section 327(a) might cause it not to be disinterested or to hold or represent an interest 

adverse to the Debtors or their estates. Specifically, PwC obtained from the Debtors the names of 

individuals and entities that may be parties in interest in these Chapter 11 Cases (the “Potential Parties 

in Interest”).

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PwC’s conflict analysis, completed under my supervision, consisted of queries of an internal 

computer database containing names of individuals and entities that are present or recent former clients 

of PwC in order to identify relationships with the Potential Parties in Interest. A summary of the 

relationships and representations that PwC was able to identify using its reasonable efforts is set forth 

on Schedule 1 to this Declaration. PwC’s representation of each entity listed on Schedule 1 (or its 

apparent affiliate, as the case may be), however, was or is only on matters that are unrelated to the 

Debtors and these Chapter 11 Cases. Due to the significant number of entities searched, PwC’s review 

of its relationships with these Potential Parties in Interest is continuing and PwC will file a supplemental 

declaration disclosing the results of PwC’s search and analysis in an expedited matter.

Except as set forth on Schedule 1 hereto: (a) PwC has no connection with the Debtors, the 

Debtors’ creditors, the U.S. Trustee, any person employed in the office of the U.S. Trustee, or any other 

party with an actual or potential interest in these Chapter 11 Cases or their respective attorneys or 

accountants; (b) PwC is not a creditor, equity security holder, or insider of the Debtors; (c) neither PwC 

(nor any of its principals) is or was, within two years of the Petition Date, a director, officer or employee 

of the Debtors; and (d) PwC does not have an interest materially adverse to the Debtors, their estates or 

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. Accordingly, to the best of my 

knowledge, PwC is a “disinterested person,” as defined in section 101(14) of the Bankruptcy Code and 

as required by section 327(a) of the Bankruptcy Code.

PwC is not providing, and will not provide, services to any of the clients that are listed on 

Schedule 1 with respect to matters as to which they would be adverse to the Debtors or their estates or 

related to issues connected to the Debtors’ Chapter 11 Cases. Further, PwC is not providing, and will 

not provide, services to the Debtors that would be adverse to any of the entities listed on Schedule 1.

PwC has provided, and likely will continue to provide, services unrelated to these Chapter 11 

Cases for the various Potential Parties in Interest listed on Schedule 1. PwC’s provision of services to 

these Potential Parties in Interest primarily has involved the provision of auditing, tax, and/or other 

consulting services. To the best of my knowledge, information, and belief: (a) PwC’s services to these 

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parties were and are wholly unrelated to the Debtors, their estates, and these Chapter 11 Cases; (b) PwC 

has not provided services to these parties that could impact their rights in these Chapter 11 Cases; and 

(c) PwC’s involvement in these Chapter 11 Cases does not compromise its ability to continue providing 

such auditing, tax, and/or consulting services to these Potential Parties in Interest.

Moreover, as part of its diverse practice, PwC appears in numerous cases, proceedings, and 

transactions that involve many different professionals, including attorneys, accountants, and financial 

consultants, who may represent claimants and Potential Parties in Interest in these Chapter 11 Cases. 

Additionally, PwC has performed in the past, and may perform in the future, audit, tax, and consulting 

services for various attorneys and law firms in the legal community and has been represented by several 

attorneys and law firms in the legal community, some of whom may be involved in these Chapter 11 

Cases. Moreover, PwC has in the past, may currently and will likely in the future be working with or 

against other professionals involved in these Chapter 11 Cases on matters unrelated to the Debtors or 

these Chapter 11 Cases. Based on my current knowledge of the professionals involved, and to the best 

of my knowledge, none of these business relationships create interests materially adverse to the Debtors 

with respect to the matters for which PwC is to be employed, and none are in connection with these 

Chapter 11 Cases.

Although PwC has researched the Potential Parties in Interest list, the Debtors may have 

customers, creditors, competitors, and other parties with whom they maintain business relationships that 

are not included as Potential Parties in Interest and with whom we may maintain business relationships. 

Other than as disclosed herein, PwC has no relationship with the Debtors of which I am aware after due 

inquiry.

To the best of my knowledge, no professional of PwC who will work on these engagements are 

related or connected to any United States Bankruptcy Judge for the Northern District of California, any 

District Judge for the Northern District of California, or any employee of the U.S. Trustee.

As specifically set forth in Schedule 1, PwC represents certain of the Potential Parties in Interest 

in ongoing matters unrelated to the Debtors and these Chapter 11 Cases. None of these representations 

described herein are materially adverse to the Debtors’ estates. PwC should not be disqualified from 

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acting as the Debtors’ management, tax, accounting and advisory consultant merely because it represents 

the Debtors’ creditors, equity holders or other parties in interests in matters unrelated to these Chapter 

11 Cases. Below are some specific disclosures above those represented in Schedule 1:

(i) Disclosures of other PricewaterhouseCoopers member firms: Some of the 

Services described above may be subcontracted to its wholly-owned subsidiary, 

PricewaterhouseCoopers Advisory Services LLC.

(ii) Connection with Debtors’ employees: The sector leader of PwC’s Energy Utilities 

and Mining Advisory Group, Jenny Koehler, is married to the Debtors’ Chief Financial Officer. 

PwC and the Debtors have instituted a number of policies to address any conflicts that might 

arise as a result of this relationship and PwC (and, upon information and belief, the Debtors) 

intend to adhere to such practices, to the extent applicable, during the Chapter 11 Cases. Ms. 

Koehler will be prohibited from participation in any marketing efforts and client pitches that PwC 

undertakes with respect to future engagements with the Debtors. Further, upon information and 

belief, the Debtors have a process in place (which will continue) pursuant to which the Debtors’ 

CFO recuses himself from any hiring decisions that the Debtors undertake with respect to PwC. 

Additionally, PwC has put into place certain protections between (i) the specific team of PwC 

personnel representing the Debtors, and (ii) Ms. Koehler, which protections will be designed to 

prevent any communications amongst or disclosure of confidential documents among the team 

working on these Chapter 11 Cases on the one hand and Ms. Koehler on the other.

(iii) Connection with Debtors’ contractors: Additionally, Cynthia Lorie, a PwC 

director who is a part of the team that is involved in providing the Debtors with the Rate Case 

Support Services is married to Michael Gallo. Mr. Gallo is the sole practitioner of the Law 

Offices of Michael L. Gallo, which is one of the Debtors’ ordinary course professionals that 

provides legal services associated with the Electric Operations to the Debtors. Ms. Lorie and her 

team provide project management support gathering information and assisting with testimony at 

the direction of PG&E Legal. PwC does not believe that this relationship in any way implicates 

the disinterestedness or other requirements of Section 327(a) of the Bankruptcy Code but 

nevertheless discloses the relationship out of an abundance of caution.

To the extent that any new relevant facts or relationships bearing on the matters described herein 

during the period of PwC’s retention are discovered or arise, PwC will use reasonable efforts to file 

promptly a supplemental declaration, as required by Bankruptcy Rule 2014(a).

It is PwC’s intention to seek compensation for its services as described in the Application and 

the MSA and Engagement Letters in accordance with the Bankruptcy Code, the Bankruptcy Rules, the 

Bankruptcy Local Rules, the Fee Guidelines and any and all rules and Orders of this Court.

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

correct to the best of my knowledge and belief.

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Weil, Gotshal & Manges LLP 

767 Fifth Avenue 

New York, NY 10153-0119

Dated: May 1, 2019 

By: 

Daniel Bowman 

Principal 

PricewaterhouseCoopers LLP 

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