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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,

Bankruptcy Case 

No. 19-30088 (DM)

Chapter 11

(Lead Case)

(Jointly Administered)

SUPPLEMENTAL 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 AMENDING 

THE SCOPE OF THE RETENTION OF 

KPMG LLP AS INFORMATION 

TECHNOLOGY, RISK, AND LEGAL 

SUPPORT CONSULTANTS TO THE 

DEBTORS EFFECTIVE NUNC PRO TUNC

TO APRIL 8, 2019

[No Hearing Date Requested]

Debtors.

 ̈ Affects PG&E Corporation 

 ̈ Affects Pacific Gas and Electric 

Company 

ý 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:

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

authorized to make this supplemental declaration (this “First Supplemental Armstrong Declaration”) 

on behalf of KPMG and submit it (i) in support of the Supplemental Application of Debtors Pursuant to 

11 U.S.C. §§ 327(a) and 328(a) and Fed. R. Bankr. P. 2014(a) and 2016 Amending the Scope of the 

Retention of KPMG LLP as Information Technology, Risk, and Legal Support Consultants to the 

Debtors Nunc Pro Tunc to Petition Date (the “Supplemental Application”); and (ii) in compliance with 

the Order Pursuant to 11 U.S.C. Sections 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 “Initial KPMG Retention Order”)

[Docket No. 2171]. 1 Unless otherwise stated in this Declaration, I have personal knowledge of the facts 

set forth herein. On May 21, 2019, the Debtors filed the Application Pursuant to11 U.S.C. §§ 327(a) 

and 328(a), Fed. R. Bankr. P. 2014(a) and 2016 for Authority to Employ and Retain KPMG LLP as 

Information Technology, Risk and Legal Support Consultants to the Debtors Nunc Pro Tunc to Petition 

Date [Docket No. 2171] (the “KPMG Retention Application”). Thereafter, on June 11, 2019, the 

Bankruptcy Court entered an order approving the Retention Application on a final basis [Docket No.

2503] (the “KPMG Retention Order”). Pursuant to the KPMG Retention Order, the Debtors are 

required to seek Bankruptcy Court approval to the extent they request KPMG to perform any service 

other than those set forth therein.

This First Supplemental Armstrong Declaration is a supplement to the original declaration dated 

May 21, 2019 [Docket No.2172] (the “Original Armstrong Declaration”) in connection with the 

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 “Supplemental Services”) each as summarized in 

the Supplemental Application upon the terms and conditions more specifically set forth in that certain 

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

the Supplemental Application.

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Master Services Agreement dated as of January 17, 2017, together with the change order dated as of 

November 20, 2018 (both attached as Exhibit 1-A to the Original Armstrong Declaration) and the 

extension dated as of June 10, 2019 attached hereto as Exhibit 1-I, and nine distinct contracts and three

change orders to previously-approved contracts by and between the Debtors and KPMG, attached hereto 

as Exhibits 1-J through 1-T (the “Supplemental MSA Contracts”). I hereby incorporate by reference 

the Original Armstrong Declaration as if its contents were set forth fully herein.

In an effort to ensure continued and uninterrupted provision to the Debtors of necessary services, 

KPMG and the Debtors entered into agreements for several Supplemental MSA Contracts described in 

greater detail below, recognizing that such agreements would ultimately need to be approved by the 

Court upon supplemental application. KPMG will provide additional information technology, risk, and 

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

particularly described in the applicable designated agreements:

a) Continue to assist the Debtors with their migration from Siteminder to Ping 

(information technology software platforms) (the “IT Software Services – Phase 

II”) as described in Exhibit 1-J to the Supplemental Armstrong Declaration), 

including a change order to extend services to the Debtors by 17 weeks (the “IT 

Software Services – Phase III) as described in Exhibit 1-K to the Supplemental 

Armstrong Declaration);

b) Perform an analysis of the Quanta Service Inc. payment applications related to the 

performance of construction management services, which have been submitted to 

the Debtors (the “Quanta Invoice Review”, as described in Exhibit 1-L to the 

Supplemental Armstrong Declaration);

c) Assist with the Debtors’ Endpoint Security Strategy Assessment and development 

of a plan to implement changes to that strategy (the “Endpoint Security Strategy 

Assessment”), as described in Exhibit 1-M to the Supplemental Armstrong 

Declaration); 

d) Provide the Debtors with staff members to support the Debtors’ personnel with 

respect to their security initiatives (the “Data Security Loan-Staff Services”, as 

described in Exhibit 1-N to the Supplemental Armstrong Declaration); 

e) Provide tax and accounting advice in response to inquiries from the Debtors (the 

“Tax and Accounting On-Call Services”, as described in Exhibit 1-O to the 

Supplemental Armstrong Declaration); 

f) Assist the Debtors’ Cybersecurity Risk and Strategy organization in performing 

scanning and data protection, including providing on-premise structured data 

repositories (the “Data Security Services”, as described in Exhibit 1-P to the 

Supplemental Armstrong Declaration);

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g) Assist Debtors’ Cybersecurity Risk and Strategy organization in performing data 

protection activities as they relate to CCPA compliance activities (the “Data 

Security CCPA Support Staff”, as described in Exhibit 1-Q to the Supplemental 

Armstrong Declaration); 

h) Assist the Debtors in analyzing payments to certain authorities related to notices 

of violation for non-conformance with encroachment permit requirements (the 

“Permitting Spend Analysis” as described in the two agreements included as 

Exhibit 1-S to the Supplemental Armstrong Declaration);

i) Continue to support Debtors’ internal counsel in connection with Debtors’ 

development of certain aspects of its transmission, distribution and substation 

inspection programs (the “Asset Management Services – Change Order 1” 

including a change order to extend the scope as described in Exhibit 1-R to the 

Supplemental Armstrong Declaration); and

j) Continue to support the Debtors’ internal counsel in connection with Debtors’ 

development of certain aspects of its transmission, distribution and substation 

inspection programs, in relation to repair work (the “Asset Management Services 

– Change Order 2” including a change order to extend the scope as described in 

Exhibit 1-T to the Supplemental Armstrong Declaration).

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. As set forth in 

the Original Armstrong Declaration, KPMG intends to apply to the Court for allowance of compensation 

and reimbursement of expenses for the information technology, and risk 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 Supplemental 

MSA Contracts. 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 Supplemental MSA 

Contracts. 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 Data Security Services 

and Endpoint Security Strategy Assessment. 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.

Services Fixed-Fee

Amount

Fees Paid

Prepetition

Fees Sought

Postpetition

Endpoint Security Strategy Assessment $172,500.002 $0 $172,500

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 KPMG 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.

2 The fixed-fee amount is capped at $150,000. Expenses are capped at $22,500.

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Billing Category

IT Software 

Services –

Phase 

II/III3

Quanta 

Invoice 

Review4

Data 

Security 

Loan Staff5

Tax and 

Accounting 

On-Call 

Services6

Data 

Security 

CCPA 

Support 

Staff7

Permitting 

Spend 

Analysis8

Asset 

Management 

Services -

Change 

Order 1/II9

Partner / Managing 

Director

N/A $500/$475 N/A $850 N/A $625 $500/$475

Director N/A $435 N/A $750 N/A $550 $435

Manager N/A $400 $224 $620 $224 $475 $400

Senior Associate $225 $325 N/A $525 N/A $425 $325

Associate N/A $275 N/A N/A $135 $325 $275

Paraprofessional N/A $235 N/A N/A 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.

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

approximately 70% - 74% from KPMG’s normal and customary rates, depending on the types of services 

to be rendered. Fees are billed to a cap of $635,085 (inclusive of a $57,735 cap on expenses). A rate of 

$225 per hour was included for Lead Specialist in the Original Armstrong Declaration, Exhibit 1-E.

4 The majority of fees to be charged for the Quanta Invoice Review reflect a reduction of approximately 

39% - 56% 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 $207,900 (inclusive of a $18,900 cap on expenses). The specific 

hourly rates do not appear in the Supplemental MSA Contract.

5 The majority of fees to be charged for the Data Security Loan Staff reflect a reduction of approximately 

75% 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 $262,528.

6 The majority of fees to be charged for the Tax and Accounting On-Call Services reflect a reduction of 

approximately_24% - 36% 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 $90,000.

7 The majority of fees to be charged for the CCPA Loan Staff reflect a reduction of approximately 51%-

75% 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 $219,584 (inclusive of a $40,000 cap on expenses).

8 The majority of fees to be charged for the Permitting Spend Analysis reflect a reduction of 

approximately 10% - 44% from KPMG’s normal and customary rates. The services for the initial 

phase of the project are billed at a cap of $335,019 (inclusive of a $24,769 cap on expenses), and the 

services for the second phase of the project are billed at a cap of $1,290,000 (inclusive of a $90,000 

cap on expenses).

9 The majority of fees to be charged for the Asset Management Services reflect a reduction of 

approximately 39% - 56% 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 $8,805,000.

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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, consistent with the KPMG Retention Application, 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, 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 Supplemental 

MSA Contracts 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 Supplemental MSA 

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

Supplemental MSA Contracts and the indemnification provisions therein were negotiated in good faith 

and at arm’s length.

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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 continues 

to be 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.

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.

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.

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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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