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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, 

 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’ SUPPLEMENTAL 

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, INTERNAL 

ACCOUNTING, AND ADVISORY 

CONSULTANTS TO THE DEBTORS NUNC 

PRO TUNC TO PETITION DATE 

[No Hearing Requested] 

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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. I am duly 

authorized to make this declaration (this “Supplemental Declaration”) on behalf of PwC and submit it 

(a) 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 for Authority to Retain and Employ PricewaterhouseCoopers 

LLP as Management, Tax, Internal Accounting, and Advisory Consultants to the Debtors Nunc Pro Tunc 

to Petition Date (the “Supplemental Application”) and (b) in compliance with the Order 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, Internal Accounting, and Advisory 

Consultants to the Debtors Nunc Pro Tunc to Petition Date [Docket No. 2230] (the “Retention 

Order”).1 Unless otherwise stated in this Supplemental Declaration, I have personal knowledge of the 

facts set forth herein.2

More specifically, I submit this Supplemental Declaration in connection with the proposed 

continued and expanded 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 Supplemental Application 

(the “Supplemental Engagements”).3 

By way of background, on May 1, 2019, the Debtors filed the 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 Debtors Nunc Pro 

1

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

the Supplemental Application. 

2

 Certain disclosures herein relate to matters within the personal knowledge of other professionals at 

PwC and are based on information provided by them. 

3

 The summary of the Supplemental Engagements included in this Supplemental Declaration is provided 

for purposes of convenience only and is qualified in its entirety by reference to the Supplemental 

Engagements. To the extent that this Supplemental Declaration and the terms of a particular 

Supplemental Engagement are inconsistent, the terms of the Supplemental Engagement shall control. 

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Tunc to Petition Date [Docket No. 1791] (the “Original Retention Application”). In support of the 

Original Retention Application, the Debtors filed the 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 Debtors Nunc Pro Tunc to Petition Date [Docket No. 1792] (the “Bowman 

Declaration”). The various engagements described in the Original Retention Application and the 

Bowman Declaration (the “Original Engagements”) included, but were not limited to various 

management, operations and legal support activities, strategic analysis services and bankruptcy tax and 

accounting advisory services.

On May 24, 2019, the Court entered the Retention Order approving the Original Retention 

Application and authorizing PwC to perform the Original Engagements nunc pro tunc to the Petition 

Date. Many of the Original Engagements were subject to work orders that, consistent with historical 

practice between PG&E and PwC, were for a set term of short duration (e.g., three to four months) and, 

by the terms of such agreements, required written extensions executed by the parties in order for such 

work to continue. 

At various times following the Petition Date, the terms of the Original Engagements expired but 

the Debtors requested that PwC continue such work so that the various management, tax, and advisory 

consulting service projects that were the subject of the Original Engagements approved by the Retention 

Order could continue without interruption as any delay in the performance of such services would clearly 

be detrimental to the Debtors’ estates. Additionally, following the Petition Date, the Debtors requested 

that PwC undertake several entirely new projects in connection with the Chapter 11 Cases that were 

consistent with PwC’s core capabilities and expertise. 

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

PwC and the Debtors entered into agreements for several Supplemental Engagements described in 

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

Court upon supplemental application. 

 The scope of the continuing and additional work contemplated by the Supplemental 

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Engagements is summarized as follows: 

Executed Extensions of Previously Approved Services. Pursuant to the terms and conditions of 

that certain Master Services Agreement, dated as of January 17, 2017 (previously attached to the 

Bowman Declaration [Docket No. 1792, Exhibit 1] (as amended June 3, 2019, the “Master Services 

Agreement Amendment”, attached hereto as Exhibit 1), including eight expanded contracts and eight 

new contracts related thereto (the “Supplemental MSA Contracts”) by and between the Debtors and 

PwC (such Supplemental MSA Contracts, collectively with the Master Services Agreement, and the 

Master Services Agreement Amendment, the “MSA”), attached hereto as Exhibits 1-A through 1-U, 

PwC continues to provide management and advisory services to the Debtors, to the extent expressly 

required by and as more particularly described in the applicable agreements. 

A. Fixed-Fee Engagements – Extensions of Previously Approved Services 

(i) 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-A through 1-F hereto); 

(ii) 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; 

testing, deployment and implementation of the new business processes 

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

B. Hourly Fee Engagements – Extensions of Previously Approved Services 

(iii) 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-H and 1-I hereto); 

(iv) 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-J hereto); 

C. Fixed Fee Engagements – Additional Services 

(v) Assist the Debtors in assessments of their compliance with Rule 21 of the 

California Public Utilities Commission (“CPUC Rule 21”), including but 

not limited to: readiness assessment and roadmap (the “Rule 21 

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

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(vi) Assist the Debtors in pilot assessment of their compliance with CPUC 

Rule 21, including assessment of their program, including, but not limited 

to: reviews of the compliance program elements, analyzing 

documentation, drafting results of assessment, and supporting its 

compliance (the “Rule 21 Pilot Testing Services”, as described in 

Exhibit 1-L hereto); 

(vii) Perform observations of data from third party vendors’ e-discovery 

process and provide observations and project management supplemental 

support regarding the Debtors’ vendors compliance, including, but not 

limited to: reviews of the underlying contractual requirements, perform 

interviews, observe work processes, and documenting observations 

related to the third party vendors for the Debtors’ consideration (the 

“Legal Observation Support Services”, as described in Exhibit 1-M and 

Exhibit 1-N hereto); 

(viii) Assist the Debtors in response to compliance assessments with the Federal 

Energy Regulatory Commission Wholesale Distribution Tariff (“WDT”), 

including but not limited to: training and assist in the development of 

interim controls tracking dashboard (the “WDT Support Services”, as 

described in Exhibit 1-O hereto); 

(ix) Assist the Debtors with their approach and response reporting processes 

related to the Community Wildfire Safety Program through the Public 

Safety Power Shutoff (“PSPS”) program, including but not limited to: 

process development of the program, documentation and training, and 

execution of the PSPS program (the “PSPS Program Support Services”, 

as described in Exhibit 1-P hereto); 

(x) Assist the Debtors with their approach and assessment of the organization 

of the Debtors’ Chief Security Officer organization (the “CSO”), 

cybersecurity division, including but not limited to: recommendations 

regarding preliminary organization, governance, and operating model 

recommendations within the PG&E CSO organization (the 

“Cybersecurity Assessment Services”, as described in Exhibit 1-Q

hereto); 

(xi) Assist the Debtors with their reorganization effort and coordinate all 

aspects relating to the Electric Business Operations (“EBO”), including, 

organizational design, governance model, reporting and program 

management support activities (the “EBO Reorganization Support 

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

(xii) Assist the Debtors with the implementation of a Governance Risk and 

Compliance (“GRC”) software platform, including but not limited to: 

supporting procedures, job aids, training materials and user guides (the 

“Metric Stream Implementation Services”, as described in Exhibit 1-S

hereto); 

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(xiii) Assist the Debtors with the Major Projects and Programs (“MPP”) 

organization stand-up support including aligning on 200 workplan 

execution, establishing execution governance and controls and 

benchmarking leading practices within utility and other capital-intensive 

industries (the “EO MPP Org Standup Support Services”, as described 

in Exhibit 1-T hereto); 

D. Hourly Fee Engagements – Additional Services 

(xiv) Assist the Debtors in the assessment of the design roadmap to track and 

manage compliance of its Wildfire Mitigation Plan (“WMP”), including, 

but not limited to: development of roadmap, and documentation of 

compliance items and timeline for completion (the “WMP Support 

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

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

Bankruptcy Accounting Advisory Services Engagement Letter (previously attached to the Bowman 

Declaration [Docket No. 1792, Exhibit 4], the Debtors and PwC have amended the Bankruptcy 

Accounting Services Engagement Letter, attached as Exhibit 2 hereto, to disclose an expansion of the 

bankruptcy accounting advisory services requested by the Debtors (the “Bankruptcy Accounting 

Advisory Services”).4 

 Regulatory Inquiry Assistance Services. Pursuant to the terms and conditions of that 

certain engagement letter dated as of April 12, 2019, by and between the Debtors and PwC (the 

“Regulatory Inquiry Assistance Engagement Letter”), attached hereto as Exhibit 3. PwC will assist 

the Debtors and their counsel in response to regulatory inquiries, including but not limited to: providing 

observations and advisory services at the direction of the Debtors’ counsel (the “Regulatory Inquiry 

Assistance Services”). 

 Tax Research & Development Tax Credit Services. Pursuant to the terms and conditions 

of that certain engagement letter dated as of July 31, 2019, by and between the Debtors and PwC (the 

“Tax R&D Tax Credit Engagement Letter”, together with the Bankruptcy Accounting Advisory 

Services, the Regulatory Inquiry Assistance Engagement Letter, the “Engagement Letters”), attached 

hereto as Exhibit 4. PwC will assist the review of the Debtors’ Credits for Increasing Research Activities 

4

 For the avoidance of doubt, this Amendment does not seek to amend the Bankruptcy Accounting 

Advisory Services provided by PwC. Rather, the amendment is intended to provide disclosure of the 

new rate structure and expanded fee for such services authorized by the Debtors. 

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under Internal Revenue Code Section 41 and research tax credits under applicable U.S. and state 

authorities, including but not limited to: computation of the research credits and presentation of the 

results to Debtors’ management (the “Tax R&D Tax Credit Services”). Based upon an estimated 

number of hours and a discount of rates, the Debtors and PwC have agreed to a fixed fee of $325,000. 

PwC is well qualified and uniquely able to perform the aforementioned services and 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 as set forth in the agreements governing the Supplemental Engagements is in the best interests 

of the Debtors, their creditors and all parties in interest. 

 It is my understanding that the Debtors intend that the services of PwC described herein will 

complement and will not duplicate the services rendered by any other professional retained by the 

Debtors 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 

and 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 Supplemental 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 

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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 

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

Services, Rate Case Support Services, WMP Support Services, Bankruptcy Accounting Services, and 

Regulatory Inquiry Assistance Services, and 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 North Bay 

Services, Camp Fire Services, IT Implementation Services, Rule 21 Readiness Services, Rule 21 Pilot 

Testing Services, Legal Observation Support Services, WDT Support Services, PSPS Program Support 

Services, Cybersecurity Assessment Services, EBO Reorganization Support Services, MetricStream 

Implementation Services, EOM PP Org Standup Support Services, and Tax R&D Tax Credit Services 

on a fixed-fee basis (summarized below) in accordance with the terms of each respective MSA Contract; 

and (c) 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 Supplemental 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. 

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Billing 

Category 

E-Discovery 

Services5

Rate Case 

Support 

Services 

WMP 

Support 

Services 

Bankruptcy 

Accounting 

Services5

Regulatory 

Inquiry 

Assistance 

Services 

Partner / 

Principal

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

Managing 

Director

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

Director/

Senior Manager

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

Manager $329 $345 $345 $525 - $628 $445 - $650

Senior 

Associate/Staff

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

Associate $172 $100 n/a $415 - $450 $287 - $433

Administrative n/a n/a n/a $135 n/a

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. 

Services Fixed-Fee 

Amount 

North Bay Services – Change Order No. 10 

Change Order No. 11 

Change Order No. 12

$1,545,000 

$976,300 

$1,138,000

Camp Fire Services – Change Order No. 1 

Change Order No. 2 

Change Order No. 3

$2,065,000 

$1,548,100 

$995,000

IT Implementation Services – Change Order No. 1 $90,000

Rule 21 Readiness Services $98,000

Rule 21 Pilot Testing Services $98,000

Legal Observation Support Services 

 – Change Order No. 1

$430,000 

$390,000

WDT Support Services $58,000

PSPS Program Support Services $1,750,000

Cybersecurity Assessment Services $867,400

EBO Reorganization Support Services $625,000

MetricStream Implementation Services $95,000

EOM PP Org Standup Support Services $950,000

Tax R&D Tax Credit Services $325,000

5

 PwC’s rates for these services are not different than those disclosed in the Bowman Declaration. 

However, pursuant to the change orders that were executed as part of the Supplemental Engagements, 

the Debtors agreed to raise the cap that was associated with the provision of these services in light of an 

increased scope of work. The disclosures made herein are intended to disclose such increases. 

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Expenses. Additionally, as was the case with the expenses described in the Original Retention 

Application and the Bowman Declaration (and approved by the Retention Order) PwC will continue to 

invoice the Debtors for its reasonable out-of-pocket expenses charged during the 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 PwC’s intention to seek compensation for its services as described in the Supplemental 

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. It is not the practice of PwC’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 PwC’s professionals is 

to keep reasonably detailed records of services rendered during the course of an engagement in half-hour 

(0.5) increments. Thus, in the Supplemental 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. 

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 

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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. 

PwC should not be disqualified from acting as the Debtors’ management, tax, internal 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. 

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). 

[Signature on Next Page] 

 

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Weil, Gotshal & Manges LLP 

767 Fifth Avenue 

New York, NY 10153-0119

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. 

Dated: November 7, 2019 

By: 

Daniel Bowman 

Principal 

PricewaterhouseCoopers LLP 

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