ML033090480

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Deloitte & Touche Llps Cover Sheet Application for Allowance and Payment of Interim Compensation and Reimbursement of Expenses (September 1, 2003 to September 30, 2003)
ML033090480
Person / Time
Site: Diablo Canyon  Pacific Gas & Electric icon.png
Issue date: 10/30/2003
From: Edmunds M
Deloitte & Touche, Pacific Gas & Electric Co
To:
Office of Nuclear Reactor Regulation, US Federal Judiciary, Bankruptcy Court, Northern District of California
References
01-30923 DM, 94-0742640
Download: ML033090480 (30)


Text

I Mark A. Edmunds Deloitte & Touche LLP 2

50 Fremont Street San Francisco, CA 94121 3

Telephone: (415)783-4000 Facsimile: (415) 783-4708 4

Independent Auditor, Accountant, 5

Tax Advisor and Consultant to Dcbtor and Debtor in Possession 6

Pacific Gas and Electric Company T3';L--7 7

8 9

10 11 12 13 14 15 16 17 UNITED STATES BANKRUPTCY COURT NORTHERN DISTRICT OF CALIFORNIA, SAN FRANCISCO DIVISION In re PACIFIC GAS AND ELECTRIC COMPANY, a California Corporation, Debtor.

Federal I.D. No. 94-0742640 Case No. 01-30923 DM Chapter 1 DELOITTE & TOUCHE LLP'S COVER SHEET APPLICATION FOR ALLOWANCE AND PAYMENT OF INTERIM COMPENSATION AND REIMBURSEMENT OF EXPENSES (SEPTEMBER 1, 2003, TO.SEPTEMBER 30, 2003)

[No Hearing Scheduled]

18 19 20 21 22 23 24 25 26 27 28 Deloitte & Touche LLP (the "Firm") submits this Cover Sheet Application for Allowance and Payment of Interim Compensation and Reimbursement of Expenses ("Application") for September 1, 2003, to September 30, 2003 ("Application Period"). In support of the Application, the Firm respectfully represents as follows:

1. The Firm is Independent Auditor, Accountant, Tax Advisor, and Consultant to Debtor Pacific Gas & Electric Company ("Debtor"). On July 10, 2001, the Firm's retention in this capacity was approved nuncpro tunc, effective April 6, 2001. Subsequent orders, dated April 11, 2002 and February 10, 2003, approved the Firm's employment to audit financial statements being prepared for four entities that would have succeeded to Debtor's business assets upon confirmation under Debtor's first proposed reorganization plan ("Supplemental Services"). By DELOITTE & TOUCHE LLP'S COVER SHEET APPLICATION FOR ALLOWANCE AND PAYMENT OF INTERIM COMPENSATION AND REIMBURSEMENT OF EXPENSES (SEPTEMBER 1, 2003, TO SEPTEMBER 30,2003) 1 ^t\\ 6 \\

1 this Application, the Firm is applying to the Court for allowance and payment of (a) interim 2

compensation for services rendered during the Application Period, (b) and reimbursement of 3

expenses incurred during the Application Period.

4

2. The Firm (a) logged $73,621.50 in hourly fees, representing 214.3 hours3.472222e-5 days <br />8.333333e-4 hours <br />4.960317e-6 weeks <br />1.1415e-6 months <br /> expended, 5

during the Application Period, and (b) incurred $95.13 in expenses ("Expenses") during the 6

Application Period. These hourly fees and Expenses are shown as follows:

7 8

Period Fees Expenses Totals 9/1/03 to 9/30/03

$73,621.501

$95.13

$73,716.63 9

3. The Firm seeks payment of a total of $62,673.41 at this time2. This is the sum of (i) 10 85% of the hourly fees for services rendered from September 1, 2003, through September 30, 11 2003, and (ii) 100 % of the Expenses incurred from September 1, 2003, through September 30, 12 2003.

13 14 15 16 17 18 19 20

4. For the post-petition period, the Firm has been paid to date as follows:

Application Period Amount Applied For Description Amount Paid First (4/7/01 to

$62,263.50 in hourly fees

$39,987.404 2/28/02)

$62,333.903 and $70.40 in expenses, less $22,346.50, which was withdrawn from the Firm's request in its June 25, 2002, reply to the United State's Trustee's objection to the Firm's First Interim Application Second (10/1/01 to

$1,643,315.50 in hourly 3/31/02)5

$1,643,315.50 fees, less $4,500

$1,638,815.50 21 I These amount requested fees includes (a) $10,883.00 for time expended in preparing fee applications, 22

.(b) $38,170.00 for time expended performing additional procedures related to the proposed Utility debt offering, and (c) $24,568.50 for time expended performing agreed-upon procedures related to Transition 23 Property.

2 Payment of this amount would result in a fees "holdback" of$11,043.22.

24 3 The relevant cover sheet application requested a total of $62,573.90 in fees and costs, but the Firm 25 later reduced the amount requested to $62,333.90 due to a $240 error in the initial billing.

4 Debtor initially paid the Firm $54,331.45 on account of its first cover sheet application, but the $240 26 and $22,346.50 reductions, discussed above, were later netted against other amounts owing to the Firm, reducing the amount paid for the first application period to $39,987.40.

27 28DELOITTE & TOUCHE LLP'S COVER SHEET APPLICATION FOR 28 ALLOWANCE AND PAYMENT OF INTERIM COMPENSATION AND REIMBURSEMENT OF EXPENSES (SEPTEMBER 1, 2003, TO SEPTEMBER 30,2003) 2

1 2

3 4

5 6

7 8

9 10 11 12 13 14 15 16 17 18 19 20 21 22

,. disallowed by the court at the July 2, 2002, hearing on the Firm's First Interim Application Third (4/l/02 to

$232,523.00

$232,523 in hourly fees

$232,523.00 4/30/02)

Fourth (5/1/02 to

$147,016.50

$147,016.50 in hourly

$147,016.50 5/31/02) fees Fifth (6/1/02 to

$115,006.00

$115,006 in hourly fees

$115,006.00 6/30/02)

Sixth (7/1/02 to

$128,834.50

$128,834.50 in hourly

$125,770.00 7/31/02) fees less $3,064.50, which was withdrawn from the Firm's request in its November 22, 2002 Memorandum re Supplemental Time l Diaries, Etc.

Seventh (8/1/02 to

$156,475.00

$156,475 in hourly fees

$156,475.00 8/31/02)

Eighth (9/1/02 to

$127,836.006}

$127,836 in hourly fees

$127,836.00 9/30/02)

Ninth (10/1/02 to

$426,408.75

$426,408.75 in hourly

$426,408.75 10/31/02) fees Tenth (1 1/1/02 to

$183,805.19

$170,783.25 in hourly

$183,805.19 11/30/02) fees and $13,021.94 in expenses Eleventh (12/1/02 to

$91,393.03

$91,221.00 in hourly fees

$91,393.03 12/31/02) and $172.03 in expenses Twelfth (1/1/03 to

$344,214.80

$343,873.50 in hourly

$344,214.80 1/31/03) fees and $341.30 in expenses Thirteenth (2/1/03 to

$103,782.58

$103,442.00 in hourly

$103,782.58 2/28/03) fees and $340.58 in expenses Fourteenth (3/1/03 to

$162,406.16

$141,608.50 in hourly

$142,679.16 3/31/03) fees7and $1,070.66 in 17, (Footnote Continuedfrom Previous Page.)

24 5 The Application Periods for the Firm's first two "cover sheet" applications overlapped because the Firm did not seek compensation for any of the Supplemental Services until after the court's April 11, 25 2002, "nunc pro tunc" order specifically authorizing that work.

26 6 The relevant cover sheet application requested a total of $130,353.50 in fees, but the Firm and Debtor later agreed that the amount would be reduced by $2,517.50.

27 28 DELOITTE & TOUCHE LLP'S COVER SHEET APPLICATION FOR 3

ALLOWANCE AND PAYMENT OF INTERIM COMPENSATION AND REIMBURSEMENT OF EXPENSES (SEPTEMBER 1, 2003, TO SEPTEMBER 30,2003)

I 2

13 24 15 16 12 12 15J 14 1

22 23 24 25 26 27 28 I

I I

I i

F expenses Fifteenth (4/1/03 to

$309,688.32 85% of $305,721.50 in

$263,830.10 4/30/03) hourly fees and 100% of S3,966.82 in expenses Sixteenth (5/1/03 to

$260,644.24 85% of $258,002.00 in S221,943.94 5/31/03) hourly fees and 100% of

$2,642.24 in expenses Seventeenth (6/1/03 to

$123,909.00 85% of $123,120.00 in

$105,441.00 6/30/03) hourly fees and 100% of

$789.00 in expenses' Eighteenth (7/1/03 to

$91,607.20 85% of S91,571.00 in S77,871.55 7/31/03) hourly fees and 100% of

$36.20 in expenses The Firm has also received (1) $855,000 as the Firm's base fee for auditing and reporting on Debtor's consolidated financial statements and reviewing interim financial information for the 2001 fiscal year, (2) $1,132,000 as the base fee for auditing and reporting on Debtor's consolidated financial statements and reviewing interim financial information for the 2002 fiscal year and (3) $645,000 as a portion of the base fee for auditing and reporting on Debtor's consolidated financial statements and reviewing interim financial information for the 2003 fiscal year. (The July 10, 2001, order approving the Firn's employment, together with the November 5, 2002, order approving the 2002 base audit fee and the September 29, 2003, order approving the 2003 base audit fee, authorized Debtor to pay these fees upon receipt of invoices from the Firm.) Including the 2001 and, 2002 Base Audit Fees, and the paid portion of the 2003 Base Audit Fee, the total paid to the Firm to date is $7,176,799.50.

5. To date, the Firm is owed as follows (excluding amounts owed pursuant to this Application):

(Footnote Continuedfrom Previous Page) 7 The relevant cover sheet application requested a total of $161,335.50 in hourly fees, all of which was approved by the court in its July 7,2003, Order Awarding Interim Compensation to Deloitte & Touche LLP. However, the Firm and Debtor have since agreed that Debtor need not pay $19,727.00 of the amount awarded.

DELOITTE & TOUCHE LLP'S COVER SHEET APPLICATION FOR 4

ALLOWANCE AND PAYMENT OF INTERIM COMPENSATION AND REIMBURSEMENT OF EXPENSES (SEPTEMBER 1, 2003, TO SEPTEMBER 30,2003)

1 2

3 4

5 6

7 8

9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 Application Period Amount Description Fifteenth (4/1/03 to

$45,858.22 15/o holdback of fees requested 4/30/03) by the Firm's fifteenth "cover sheet" application filed on May 30,2003 Sixteenth (5/1/03 to

$38,70030 15% holdback of fees requested 5/31/03) by the Firm's sixteenth "cover sheet" application filed on June 27,2003 Seventeenth (6/1/03 to

$18,468.00 15% holdback of fees requested 6/30/03) by the Firm's seventeenth "cover sheet" application filed on July 31,2003 Eighteenth (7/1/03 to

$13,735.65 15% holdback of fees requested 7/31/03) by the Firm's eighteenth "cover sheet" application filed on August 28, 2003 Nineteenth (8/1/03 to

$33,994.31 Fees and expenses requested by 8/31/03) the Firm's nineteenth "cover sheet" application filed on September 29,2003 Total Owed to the

$150,756.488 Firm to Date

6. Attached as Exhibits 1 and 2, respectively, to the copies of this Application served on counsel for the Official Committee of Unsecured Creditors, counsel for Debtor, and the Office of the United States Trustee are (i) a list of the names and hourly billing rates of each professional who performed services for which compensation is sought by this Application and (ii) detailed time and expense statements for the Application Period that comply with all Northern District of California Bankruptcy Local Rules and Compensation Guidelines and the Guidelines of the Office of the United States Trustee.
7. The Firm has served a copy of this Application on each person shown on the Special Notice List for this case. (Only the parties referred to in paragraph 6 received Exhibits 1 and 2; the copies served on other parties did not include the exhibits.)

8 The $150,756.48 does not include any fees incurred but not yet paid for the Firm's 2003 audit of Debtor's consolidated financial statements and review of interim financial information.

28 DELOITTE & TOUCHE LLP'S COVER SHEET APPLICATION FOR ALLOWANCE AND PAYMENT OF INTERIM COMPENSATION AND REIMBURSEMENT OF EXPENSES (SEPTEMBER 1, 2003, TO SEPTEMBER 30,2003) 5

1

8. Pursuant to this Court's Second Amended Order Establishing Interim Fee Application 2

and Expense Reimbursement Procedure, filed on March 18, 2002, the Debtor will be authorized 3

to make the payment requested herein without further hearing or order unless an objection to this 4

Application is filed with the court by the Debtor, the Committee, or the United States Trustee 5

and served by the fifteenth day of the month following the service of this Application. If such an 6

objection is filed, Debtor will be authorized to pay the amounts, if any, not subject to the 7

objection. The Firm is informed and believes that this Application was mailed to all persons 8

shown on the Special Notice List by first class mail, postage prepaid, on October 30, 2003.

9

9. The interim compensation and reimbursement sought by this Application is on 10 account and not final. At the conclusion of this case, the Firm will seek fees and reimbursement 11 of expenses incurred for the totality of its employment in this case. Any interim fees or 12 reimbursement of expenses approved by the court and received by the Firm (along with any 13 retainer paid to the Firm) will be credited against such final fees and expenses as may be allowed 14 by the court.

15

10. The Firm represents and warrants that to the best of its knowledge its billing 16 practices comply with all Northern District of California Bankruptcy Local Rules and 17 Compensation Guidelines and the Guidelines of the Office of the United States Trustee. The 18 Firm has no agreement to share any portion of the fees or expenses awarded to the Firm for this 19 engagement with any non-affiliated person or entity.

20 21 22 23 24 25 26 27 28 DELOITTE & TOUCHE LLP'S COVER SHEET APPLICATION FOR 6

ALLOWANCE AND PAYMENT OF INTERIM COMPENSATION AND REIMBURSEMENT OF EXPENSES (SEPTEMBER 1, 2003, TO SEPTEMBER 30,2003)

I WHEREFORE, the Firm respectfully requests that Debtor pay compensation to the Firm 2

as requested herein pursuant to and in accordance with the terms of the Second Amended Order 3

Establishing Interim Fee Application and Expense Reimbursement Procedure.

4 Dated: Octobcr 30, 2003 DELOITTE & TOUCHE LLP 5

6 7

8 9

10

'Rv Mark A. Edmunds, Partner Independent Auditor, Accountant, Tax Advisor and Consultant to Debtor Pacific Gas and Electric Company 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 DELOITTE & TOUCHE LLP'S COVER SHEET APPLICATION FOR ALLOWANCE AND PAYMENT OF INTERIM COMPENSATION AND REIMBURSEMENT OF EXPENSES (SEPTEMBER, 2003, TO SEPTEMBER 30,2003) 7

W DELOITTE & TOUCHE LLP

SUMMARY

OF FEES EXHIBIT 2 Hours Rate Total 85% Subsequent Holdback to 7/31/2001 on 85%

Expenses Total Tim Van Oppen Jeff Jones Greg Seelagy Scott Smith David Kral Frank Balestred Paul Beldin Eric Techel Miriam Chlappetta Joe Camperlingo Dan Sutheriand Robin Singleton Susan Dick 1.3 1.0 11.8 13.4 1.5 44.5 4.0 44.8 56.3 1.0 3.0 14.0 17.7 600 600 575 575 450 415 415 340 270 270 180 180 180 780.00 85%

663.00 600.00 85%

510.00 6,785.00 85%

5,767.25 7,705.00 85%

6,549.25 675.00 85%

573.75 18,467.50 85%

15,697.38 1,660.00 85%

1,411.00 15,232.00 85%

12,947.20 15,201.00 85%

12,920.85 270.00 85%

229.50 540.00 85%

459.00 2,520.00 85%

2,142.00 3,186.00 85%

2,708.10 Postage Expenses 95.13 Total hours and fees 214.3 S

73.621.50 S

62,578.28 62,578.28 S 11,043.23 S

95.13 S 73,716.63 S

11,043.23 Holdback

DELOITTE & TOUCHE LLP EXHIBIT I Employee Rate Tim Van Oppen 600 Jeff Jones 600 Greg Seelagy 575 Scott Smith 575 David Kral 450 Frank Balestreri 415 Paul Beldin 415 Eric Techel 340 Miriam Chiappetta 270 Joe Camperlingo 270 Dan Sutherland 180 Robin Singleton 180 Susan Dick 180

Utility Debt Offering Professional Hours for FRANK BALESTRERI DATE TIME RATE TOTAL TASK CODE TASK DESCRIPTION 9/3/2003 9/3/2003 9/5/2003 9/9/2003 919/2003 9/10/203 9/10/203 9/10203 9110/2003 9/15/2003 9/15/O03 9115/2003 9/15/203 9116/2003 9/16/2003 9/16/2003 9/18/2003 9118/203 9/18/203 9118/203 9/18/2003 9/19/2003 9/19/2003 9119/2003 9119/2003 9/22/03 9/22/2003 9/23/03 9/24/2003 9/25/2003 9/25/03 9/26/2003 9/26/2003 9/26/2003 9/26/2003 9/26/2003 9/29/2003 9/29/2003 9/9/2003 9/30/2003 9/30/2003 0.6 415.00 0.9 415.00 1.0 415.00 0.6 415.00 1.4 415.00 0.3 415.00 0.2 415.00 0.3 415.00 1.2 415.00 2.6 415.00 2.4 415.00 0.4 415.00 0.4 415.00 0.9 415.00 0.4 415.00 1.2 415.00 0.3 415.00 0.3 415.00 0.6 415.00 0.9 415.00 2.9 415.00 0.3 415.00 1.2 415.00 0.2 415.00 0.4 415.00 0.4 415.00 0.6 415.00 2.7 415.00 1.0 415.00 0.6 415.00 0.5 415.00 0.9 415.00 0.3 415.00 1.4 415.00 1.3 415.00 0.2 415.00 0.2 415.00 0.6 415.00 1.8 415.00 0.4 415.00 2.4 415.00 249.00 373.50 415.00 249.00 581.00 124.50 83.00 124.50 498.00 1,079.00 996.00 166.00 166.00 373.50 166.00 498.00 124.50 124.50 249.00 373.50 1,203.50 124.50 498.00 83.00 166.00 166.00 249.00 1.120.50 415.00 249.00 207.50 373.50 124.50 581.00 539.50 83.00 83.00 249.00 747.00 166.00 996.00 Utility Debt Offering Procedures Utility Debt Offering Procedures Utility Debt Offering Procedures Utility Debt Offering Procedures Utility Debt Offering Procedures Utility Debt Offering Procedures Utility Debt Offering Procedures Utility Debt Offering Procedures Utility Debt Offering Procedures Utility Debt Offering Procedures Utility Debt Offering Procedures Utility Debt Offering Procedures Utility Debt Offering Procedures Utility Debt Offering Procedures Utility Debt Offering Procedures Utility Debt Offering Procedures Utility Debt Offering Procedures Utlity Debt Offering Procedures Utility Debt Offering Procedures Utility Debt Offering Procedures Utility Debt Offering Procedures Utility Debt Offering Procedures Utility Debt Offering Procedures Utility Debt Offering Procedures Utility Debt Offering Procedures Utility Debt Offering Procedures Utility Debt Offering Procedures Utility Debt Offering Procedures Utility Debt Offering Procedures Utility Debt Offering Procedures Utility Debt Offering Procedures Utility Debt Offering Procedures Utility Debt Offering Procedures Utility Debt Offering Procedures Utility Debt Offering Procedures Utility Debt Offering Procedures Utility Debt Offering Procedures Utility Debt Offering Procedures Utility Debt Offering Procedures Utility Debt Offering Procedures Utility Debt Offering Procedures Discussions with PG&E personnel regarding timing and extent of procedures Printing and copying of all documents incorporated by reference (March 100/A, June 100, December Reading of 8Kls on the incorporated by reference list Preparation for Client page turning session to review the F-Pages of the Prospectus Page turning session with client to review F-Pages of the Prospectus Telephone discussion with client regarding comfort letter procedures Discussion with D. Sutherland regarding procedures to be performed In tieing out the F-Pages to the Discussion with S. Smith regarding the format of the F-Pages of the Prospectus.

Preliminary preparation of documents for comfort letter to be issued In connection with the Utility Debt Review of documents incorporated by reference to determine comfort procedures.

Review of revised F-Pages to the Prospectus Discussion with S. Dick regarding procedures to be performed in tieing out the revised F-Pages Review of procedures performed by S. Dick in tieing out the F-Pages Continued review of the F-Pages prior to client page turning session Preparation for Client page turning session to review the revised F-Pages of the Prospectus Page turning session with client to review the revised F-Pages of the Prospectus Discussion with S. Smith regarding comfort letter procedures.

Discussion with S. Dick regarding procedures to be performed in tieing out thel0-K/A and 10-Q s Discussion with client regarding proposed changes made to the F-Pages of the Prospectus by the client's Review of attorney comments on the S-3 Review of S-3 Discussion with S. Dick regarding procedures to be performed Review of work done by S. Dick Email to client attorney regarding drafts Review of revised F-Pages Print and distribute revised drafts of documents Review revised documents to determine comfort procedures Review of revised S-3 Review of June 10-0 to determine comfort procedures Discussions with national Office regarding comments on F-Pages and the S-3 Research required to respond to national office comments Review of revised S-3 Compile comments from G. Seelagy and S. Smith on the revised S-3 Review and response to comments from G. Seelagy and S. Smith Preparation of master comments to provide to client and clients counsel on the revised S-3.

Preparation of and transmission of fax document to client and counsel with D&T comments on the revised Printing and copying the revised S-3 document received from Bowne Discussions with R. Singleton regarding procedures to be performed on the revised S-3.

Review of revised S-3 Discussions with R. Singleton regarding procedures to be performed on the revised S-3.

Review of revised S-3 to determine comfort procedures

  • 1 Utility Debt Offering Professional Hours for FRANK BALESTRERI DATE 932003 9/3012003 9/30/2003 9/3012003 9/30/2003 9/30/2003 9/3012003 TIME RATE 0.5 415.00 0.6 415.00 0.2 415.00 0.6 415.00 0.3 415.00 0.3 415.00 0.6 415.00 TOTAL TASK CODE 207.50 249.00 83.00 249.00 124.50 124.50 249.00 Utility Debt Offering Procedures Utility Debt Offering Procedures Utility Debt Offering Procedures Utility Debt Offering Procedures Utility Debt Offering Procedures Utirity Debt Offering Procedures Utility Debt Offering Procedures TASK DESCRIPTION Discussion with client regarding the Ratio of Earnings to Fixed Charges Research related to the Ratio of Earnings to Fixed Charges Voicernail to client regarding the Ratio of Earnings to Fixed Charges Review of work performed by R. Singleton Discussion with client regarding Deloitte comments on the revised S-3 Discussion with client regarding the Ratio of Earnings to Fixed Charges Drafting Deloitte opinions and consent 40.3 S 16,724.50

Transition Property Agreed Upon Procedures Professional Hours for FRANK BALESTRERI DATE TIME RATE TOTAL TASK CODE TASK DESCRIPTION 9/312003 9/3/2003 9/15/2003 9/16/2003 9/16/2003 0.4 415.00 0.4 415.00 1.4 415.00 1.6 415.00 0.4 415.00 166.00 Transition Properly Procedures 166.00 Transition Property Procedures 581.00 Transition Properly Procedures 664.00 Transition Property Procedures 168.00 TransitIon Property Procedures Emal correspondence with client regarding procedures to be performed Review and editing of engagement letter Review of procedures performed Review of procedures performed Discussion with M. Chiappetta and E. Techel regarding procedures 4.2 S

1743.00

Utility Debt Offering Professional Hours for PAUL BELDIN DATE TIME RATE TOTAL TASK CODE TASK DESCRIPTION 9126/2003 9129/2003 2.4 415.00 996.00 Utility Debt Offering Procedures 1.6 415.00 664.00 Utility Debt Offering Procedures Review of registration statements and conversations with F Balestred Review of registration statements and conversations with F Balestred 4.0 S 1,660.00

Utility Debt Offering Professional Hours for JOE CAMPERLINGO DATE TIME RATE 911812003 0.5 270.00 9/19/2003 0.5 270.00 1.0 TOTAL TASK CODE TASK DESCRIPTION 135.00 Utility Debt Offering Procedures Gathering support for Utility stand alone numbers 135.00 Utility Debt Offering Procedures Gathering support for Utility stand alone numbers S

270.00

Transition Property Agreed Upon Procedures Professional Hours for MIRIAM CHIAPPETTA DATE TIME RATE TOTAL TASK CODE TASK DESCRIPTION 9/3/2003 913/203 98/2W003 919/2003 919/2003 919/2003 9/9/2003 9/9/2003 9/10/2003 9/10/2003 911012003 9/10/2003 9/10/2003 9/1112003 9/11/2003 9/11/2003 9/16/2003 9/1612003 9/112003 3.2 270.00 3.3 270.00 1.1 270.00 5.9 270.00 0.5 270.00 0.7 270.00 1.3 270.00 0.5 270.00 0.5 270.00 1.0 270.00 0.8 270.00 0.6 270.00 6.3 270.00 0.7 270.00 0.4 270.00 7.2 270.00 1.6 270.00 0.5 270.00 0.4 270.00 864.00 891.00 297.00 1,593.00 135.00 189.00 351.00 135.00 135.00 270.00 216.00 162.00 1,701.00 189.00 108.00 1,944.00 432.00 135.00 108.00 Transition Property Procedures Transition Property Procedures Transition Property Procedures Transition Property Procedures Transition Property Procedures Transition Property Procedures Transition Property Procedures Transition Property Procedures Transition Property Procedures Transition Property Procedures Transition Property Procedures Transition Property Procedures Transition Property Procedures Transition Property Procedures Transition Property Procedures Transition Property Procedures Transition Property Procedures Transition Property Procedures Transition Property Procedures Drafting of engagement letter and procedures to be performed Review of prior year files Discussion with F. Balestreri and E. Techel of procedures to be performed Performed Agreed Upon Procedures Discussion with E. Techel regarding status of procedures Discussion with PG&E regarding status of FTA reports Revision of preliminary Agreed Upon Procedures Report Discussion with PG&E regarding Electric Advice Letter Revision of preliminary engagement letter Preparation of Agreed Upon Procedures binder Discussion with PG&E regarding status of procedures Discussion with PG&E regarding 3rd Party Agreement memo Performed Agreed Upon Procedures Discussion with PG&E regarding status of procedures Discussion with E. Techel regarding status of procedures Performed Agreed Upon Procedures Preliminary drafting of report Discussion of status of procedures with PG&E Discussion with F. Balestreri and E. Techel regarding status of procedures 36.5 S 9,855.00

Successor Company Audits Professional Hours for MIRIAM CHIAPPETTA DATE TIME RATE TOTAL TASK CODE TASK DESCRIPTION 9/2/2003 9/3/2003 9/1012003 9/11203 9/111203 9/16/2003 9/16/2003 9/1712003 9/1712003 3.0 270.00 3.7 270.00 3.2 270.00 2.7 270.00 2.0 270.00 1.0 270.00 0.5 270.00 1.5 270.00 2.2 270.00 810.00 999.00 864.00 729.00 540.00 270.00 135.00 405.00 594.00 Preparation of Fee Application Preparation of Fee Application Preparation of Fee Application Preparation of Fee Application Preparation of Fee Application Preparation of Fee Application Preparation of Fee Application Preparation of Fee Application Preparation of Fee Apprication Make Schuricht changes. Including reconcile past fee applications, and reword various text Make Schuricht changes. Including reconcile past fee applications, and reword various text Make final changes to nterIm application and submit for final review Prepares documents for filing, review filing process with E Techel Prepare file conversion for transfer to E Techel Review August time diaries and provide comments, make changes Work with E Techel on cover sheet application changes and filing Instructions Review the Interim application for compensation and exhibits with E Techel for transition purposes Meet with E Techel for bar-delimited file conversion 19.8 S 5346.00

Utility Debt Offering Professional Hours for SUSAN DICK DATE TIME RATE TOTAL TASK CODE TASK DESCRIPTION 9'15/2003 9/1512003 9/152003 9/15 2003 9/1512003 911512003 9/172003 9/172003 9/1712003 9/17/2003 9/17/2003 9/17/2003 9/17/2003 9/17/2003 9/17/2003 9/18/2003 9/18/2003 9/1812003 9/18/2003 180.00 0.4 1.7 180.00 1.2 180.00 1.2 180.00 0.9 180.00 1.1 180.00 0.8 180.00 1.3 180.00 1.1 180.00 1.2 180.00 0.9 180.00 0.6 180.00 1.2 180.00 0.5 180.00 0.3 180.00 0.3 180.00 0.9 180.00 0.8 180.00 1.3 180.00 72.00 306.00 216.00 216.00 162.00 198.00 144.00 234.00 198.00 216.00 162.00 108.00 216.00 90.00 54.00 54.00 162.00 144.00 234.00 Utility Debt Offering Procedures Utility Debt Offering Procedures Utility Debt Offering Procedures Utility Debt Offering Procedures Utility Debt Offering Procedures Utility Debt Offering Procedures Utility Debt Offering Procedures Utility Debt Offering Procedures Utility Debt Offering Procedures Utility Debt Offering Procedures Utility Debt Offering Procedures Utility Debt Offering Procedures Utility Debt Offering Procedures Utility Debt Offering Procedures Utility Debt Offering Procedures Utility Debt Offering Procedures Utility Debt Offering Procedures Utility Debt Offering Procedures Utility Debt Offering Procedures Discussion with F. Balestreri regarding procedures to be performed In tieing out the revised F-Pages of the Prospectus.

Tracking changes between the 10K/A Foot Notes and the latest version of the report.

Tracking changes between the IOQA Foot Notes and the latest version of the report.

Tracking changes between the 1 OK/A financial statements and the new version.

Tracking changes between the IOQA financial statements and the new version.

Referencing financial statements(100A) to the recent report.

Tracking changes for the latest version of the MD&A Overview section to both the 10K and 100A.

Tracking changes for the latest version of the MD&A Comparlson of 6-ronth ended section to the 100A.

Tracking changes for the latest version of the MD&A Comparison of year ended section to the 1OKA.

Tracking changes for the latest version of the MD&A 'Liquidity and Financial Resources' section to both the 1OKA and 10QA.

Tracking changes for the latest version of the MD&A 'Commitments and Cap Expenditures section to the 1OKA.

Tracking changes for the latest version of the MD&A Commitments and Cap Expenditures' section to the 10QA.

Tracking changes for the latest version of the MD&A 'Contingencies section to both the I OQA and I OKA.

Tracking changes for the latest version of the MD&A 'Risk Management Activities" section to both the 1 OQA and 1OKA.

Tracking changes for the latest version of the MD&A 'Regulatory Matters' section to both the 1OQA and Discussion with F. Batestreri regarding procedures to be performed on the 10-K/A and the 10-Qs Referencing MD&A (10QA-Q2) to footnotes.

Preparing support for referenced financals In order to trace an numbers on the report.

Tracking changes for the latest version of the Foot Notes to the recent copies of the report for both the 10QA and IOKA 17.7 S 3.186.00

Utility Debt Offering Professional Hours for JEFF JONES DATE TIME RATE 91812003 1.0 600.00 1.0 I

TOTAL TASK CODE 600.00 Utility Debt Offering Procedures S

600.00 TASK DESCRIPTION Review of offering document for Debt Filing

Successor Company Audits Professional Hours for DAVID KRAL DATE TIME RATE TOTAL TASK CODE TASK DESCRIPTION 9/812003 9/16/2003 0.5 450.00 225.00 Preparation of Fee Application 1.0 450.00 450.00 Preparatbn of Fee Application Review of fee applications Review of fee applications 1.5 675.00

=

Utility Debt Offering Professional Hours orGREG SEELAGY DATE TIME RATE TOTAL TASK CODE TASK DESCRIPTION 9/24/2003 1.9 575.00 1,092.50 Utility Debt Offering Procedures Meet with PG&E to discuss procedures 9/24/2003 1.2 575.00 690.00 Utility Debt Offering Procedures Read prospectus and draft Form S-3 9/25/2003 3.3 575.00 1,897.50 Utility Debt Offering Procedures Read draft Form S-3 9/26/2003 1.1 575.00 632.50 Utility Debt Offering Procedures Read draft Form S-3 7.5

$ 4.312.50

Transition Property Agreed Upon Procedures Professional Hours forGREG SEELAGY DATE TIME RATE TOTAL TASK CODE TASK DESCRIPTION 913/2003 1.5 575.00 862.50 Transition Property Procedures Review and editing of engagement letter 9/25/2003 2.8 575.00 1.610.00 Transition Property Procedures Review and editing of mgmt representation letter and Deloitte report 4.3

$ 2,472.50

Utility Debt Offering Professional Hours for ROBIN SINGLETON DATE TIME RATE TOTAL TASK CODE TASK DESCRIPTION 9/29/2003 9129/2003 9/29/2003 9/29/2003 9/29/2003 9/3012003 9/30/2003 9/30/2003 1.2 180.00 0.7 180.00 1.3 180.00 1.8 180.00 z0 180.00 0.4 180.00 4.0 180.00 2.6 180.00 216.00 126.00 234.00 324.00 360.00 72.00 720.00 468.00 Utility Debt Offering Procedures Utility Debt Offering Procedures Utility Debt Offering Procedures Utility Debt Offering Procedures Utility Debt Offering Procedures Utility Debt Offering Procedures Utility Debt Offering Procedures Utility Debt Offering Procedures Tracking changes for the latest version of the MD&A Overview section to both the 1 OK and OQA.

Tracking changes for the latest version of the MD&A Comparison of 6-month ended' section to the 1OQA.

Tracking changes for the latest version of the MD&A'Compadson of year ended' section to the 1OKA.

Review of Revised S-3 Tracking changes between the 10K/A financial statements and the new version.

Discussions with F. Balestrerl regarding procedures to be performed on the revised S-3.

Tracking changes between the OQA Foot Notes and the latest version of the report Tracking changes between the 10K/A financial statements and the new version.

14.0 S 2,520.00

Utility Debt Offering Professional Hours for SCOTT SMITH DATE TIME RATE TOTAL TASK CODE TASK DESCRIPTION 9/9/2003 9/10/2003 9116/2003 9117/2003 9/18/2003 9/22/2003 912312003 2.0 575.00 1.6 575.00 2.0 575.00 Z8 575.00 0.6 575.00 1.4 575.00 1.0 575.00 1,150.00 920.00 1,150.00 1,610.00 345.00 805.00 575.00 Utility Debt Offering Procedures Utility Debt Offering Procedures Utility Debt Offering Procedures Utility Debt Offering Procedures Utlity Debt Offering Procedures Utility Debt Offering Procedures Utility Debt Offering Procedures Meetings with client to discuss document and Issues Review of draft Form S-3 Meetings with client to discuss document and issues Review of draft Form S-3 Review of draft Form S-3 Review of revised draft S-3 Meetings with client to discuss document and Issues 11.4

$ 6.555.00

Transition Property Agreed Upon Procedures Professional Hours for SCOTT SMITH DATE TIME RA:

9/16/2003 2.0 5"

2.0 TE T5.00 TOTAL TASK CODE TASK DESCRIPTION 1,150.00 Transition Property Procedures Partner review of workpapers and related reports S 1,150.00

Utirty Debt Offering Professional Hours for DAN SUTHERLAND DATE TIME RATE TOTAL TASK CODE TASK DESCRIPTION 9110/2003 9110/2003 1.8 180.00 324.00 Utirity Debt Offering Procedures 1.2 180.00 216.00 Utility Debt Offering Procedures Tracking changes between the 10K/A financial statements and the debt filing.

Tracking changes between the 0OA financial statements and the debt fiing.

3.0 540.00

Utility Debt Offering Professional Hours for ERIC TECHEL DATE TIME RATE TOTAL TASK CODE TASK DESCRIPTION 9/5/2003 9/812003 911212003 9/1512003 1.5 340.00 1.4 340.00 1.2 340.00 1.2 340.00 510.00 Utility Debt Offering Procedures 476.00 Utility Debt Offering Procedures 408.00 Utitity Debt Offering Procedures 408.00 Utility Debt Offering Procedures Printing, copying and distribution of the Utility debt offering documents Preparation for Client page turning session to review the F-Pages of the Prospectus Printing, copying and distribution of draft 2 of the Utility debt offering documents Review of revised F-Pages to the Prospectus 5.3

$ 1.802.00

Transition Property Agreed Upon Procedures Professional Hours for ERIC TECHEL DATE TIME RATE TOTAL TASK CODE TASK DESCRIPTION 9/3/2003 9/32oo3 9/812003 91812003 n9/2003 91912003 911012003 91102003 911112003 911112003 9/1612003 911612003 911612003 911712003 9/22/2003 9/2312003 912912003 913012003 0.9 340.00 1.2 340.00 2.2 340.00 1.1 340.00 0.5 340.00 3.6 340.00 0.4 340.00 2.7 340.00 0.4 340.00 0.4 340.00 1.2 340.00 4.1 340.00 0.4 340.00 0.4 340.00 1.5 340.00 1.0 340.00 1.8 340.00 1.4 340.00 306.00 Transition Property Procedures 408.00 TransitIon Property Procedures 748.00 Transition Property Procedures 374.00 Transition Property Procedures 170.00 Transition Property Procedures 1,224.00 Transition Property Procedures 136.00 Transition Property Procedures 918.00 Transition Property Procedures 136.00 Transition Property Procedures 136.00 Transition Property Procedures 408.00 Transition Property Procedures 1,394.00 Transition Property Procedures 136.00 Transition Property Procedures 136.00 Transition Property Procedures 510.00 Transition Property Procedures 340.00 Transition Property Procedures 612.00 TransitIon Property Procedures 476.00 Transition Property Procedures

$ 8568.00 Review of prior year files Discussion with PG&E regarding procedures and engagement timing Review of Draft Engagement Letter Discussion with F. Balestreri and M. Chlappetta of procedures to be performed Discussion with M. Chlappetta regarding status of procedures Performed Agreed Upon Procedures Conversation with California Infrastructure Bank Performed Agreed Upon Procedures Conversation with Deutche Bank Discussion with M. Chlappetta and F. Balestreri regarding status of procedures File preparation for Partner review process Review of Agreed Upon Procedures performed Discussion with M. Chiappetta regarding status of procedures Discussion with PG&E regarding status of procedures Review of report draft and follow up on open issues Review of report draft Process final changes and issuance of report Workpaper clean up and archiving of file 25.2

Successor Company Audits Professional Hours for ERIC TECHEL DATE TIME RATE TOTAL TASK CODE TASK DESCRIPTION 91912003 9/11/2003 9/11/2003 9/1212003 9/1212003 9115/2003 9116/2003 9/16/2003 9/17/2003 9/17/2003 9/29/2003 9/2912003 0.9 340.00 2.7 340.00 1.1 340.00 1.0 340.00 0.6 340.00 1.2 340.00 0.5 340.00 1.6 340.00 2.2 340.00 0.7 340.00 0.5 340.00 1.3 340.00 306.00 Preparation of Fee Application Preparation of August time diaries 918.00 Preparation of Fee Application Reconciliation of time diaries to internal billing runs 374.00 Preparation of Fee Application Review filing process with M Chlappetta 340.00 Preparation of Fee Application Print and review of time diaries 204.00 Preparation of Fee Application Add expenses and update files 408.00 Preparation of Fee Application Drafting of cover sheet application 170.00 Preparation of Fee Application Work with M Chiappetta on cover sheet application changes and filing instructions 544.00 Preparation of Fee Application Additional work on fee appicatlon and exhibits 748.00 Preparation of Fee Application Meet with M Chiappetta for bar-delimited file conversion 238.00 Preparation of Fee Application Incorporate attorney comments and draft cover letter for Utility 170.00 Preparation of Fee Application Preparation of invoice 442.00 Preparation of Fee Application Finalize and submit electronic files for filing 14.3

$ 4862.00

Transition Property Agreed Upon Procedures Professional Hours forTIM VAN OPPEN DATE TIME RATE TOTAL TASK CODE TASK DESCRIPTION 9/1012003 0.5 600.00 300.00 Transition Property Procedures 9/22/2003 0.8 600.00 480.00 Transition Property Procedures Concurring review of engagement letter Concurring review of management representation letter and report 1.3 780.00

Postage expenses for September Date Exoense Amount Description 9/19/2003 9/22/2003 9/29/2003 9/2912003 Special T Delivery UPS Special T Delivery UPS 16.50 Special Delivery of documents to PG&E 12.36 UPS Shipping Expense for shipping documents related to PG&E 22.45 Special Delivery of documents to PG&E 43.82 UPS Shipping Expense for shipping documents related to PG&E 95.13 Total