ML040970444

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Deloitte & Touche Llps Cover Sheet Application for Allowance and Payment of Interim Compensation and Reimbursement of Expenses (February 1, 2004, to February 29, 2004)
ML040970444
Person / Time
Site: Diablo Canyon  Pacific Gas & Electric icon.png
Issue date: 03/30/2004
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: ML040970444 (28)


Text

1 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 Debtor and Debtor in Possession 6

Pacific Gas and Electric Company 3

7 8

UNITED STATES BANKRUPTCY COURT 9

NORTHERN DISTRICT OF CALIFORNIA, SAN FRANCISCO DIVISION 10 In re Case No. 01-30923 DM 11 PACIFIC GAS AND ELECTRIC Chapter 11 COMPANY, a California Corporation, DELOITTE & TOUCHE LLP'S COVER 12 Debtor.

SHEET APPLICATION FOR 13 ALLOWANCE AND PAYMENT OF Federal I.D. No. 94-0742640 INTERIM COMPENSATION AND 14 REIMBURSEMENT OF EXPENSES (FEBRUARY 1, 2004, TO FEBRUARY 29, 15 2004) 16

[No Hearing Scheduled]

17 Deloitte & Touche LLP (the "Firm") submits this Cover Sheet Application for Allowance 18 and Payment of Interim Compensation and Reimbursement of Expenses ("Application") for 19 February 1, 2004, to February 29, 2004 ("Application Period"). In support of the Application, 20 the Firm respectfully represents as follows:

21

1. The Firm is Independent Auditor, Accountant, Tax Advisor, and Consultant to Debtor 22 Pacific Gas & Electric Company ("Debtor"). On July 10, 2001, the Firm's retention in this 23 capacity was approved nuncpro tinc, effective April 6, 2001. Subsequent orders, dated April 24 11, 2002 and February 10, 2003, approved the Firm's employment to audit financial statements 25 being prepared for four entities that would have succeeded to Debtor's business assets under 26 Debtor's first proposed reorganization plan ("Supplemental Services"). By this Application, the 27 DELOITTE & TOUCHE LLP'S COVER SHEET APPLICATION FOR 1

ALLOWANCE AND PAYMENT OF INTERIM COMPENSATION AND REIMBURSEMENT OF EXPENSES (FEBRUARY 1, 2004, TO Vqpo FEBRUARY 29, 2004)

?)

I Firm is applying to the Court for allowance and payment of interim compensation for services 2

rendered during the Application Period.

3

2. The Firm (a) logged $99,925.50 in hourly fees, representing 252.2 hours2.314815e-5 days <br />5.555556e-4 hours <br />3.306878e-6 weeks <br />7.61e-7 months <br /> expended, 4

during the Application Period. The Firm has been advised that Debtor's parent PG&E 5

Corporation will be responsible for payment of $9,561.90.00 of the total fees logged during the 6

Application Period. I Accordingly, the total hourly fees requested from Debtor are shown as I

I S.

I 8

9 tollows:

Period Fees Expenses l

Totals 2/1/04 to 2/29/04

$90,363.60 l

$215.83

$90,579.43 10

3. The Firm seeks payment of a total of $77,024.89 at this time2. This is 85 % of the 11 hourly fees requested for services rendered from February 1, 2004, through February 29, 2004 12 and 100% of the expenses.

13 14 15 16 17 18 19

4. For the post-petition neriod. 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 20 l The fees being billed to Debtor's parent are 20% of the total hourly fees logged during the Application Period for work related to compliance with the Sarbanes-Oxley Act of 2002. During the 21 Application Period, the Firm logged a total of $47,809.50 in hourly fees for this work. In addition to 80 22

% of the Sarbanes-Oxley fees, the compensation requested by this Application includes (a) $32,1 01.00 in hourly fees for services related to new debt securities to be issued by Debtor under the reorganization plan 23 filed on July 31, 2003, (b) $15,035.00 in hourly fees for additional audit services primarily related to the impact of Debtor's settlement with the CPUC on the 2003 audit, and (c) $4,980.00 in hourly fees for time 24 expended on fee.

2 Payment of this amount would result in a fees "holdback" of $13,554.54.

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

26 27 28 DELOIlTE & TOUCHE LLP'S COVER SHEET APPLICATION FOR ALLOWANCE AND PAYMENT OF INTERIM COMPENSATION AND REIMBURSEMENT OF EXPENSES (FEBRUARY 1, 2004, TO FEBRUARY 29,2004) 2

- 1W 1

2 3

4 5

6 7

8 9

10 11 12 13 14 15 16 17 18 19 20 21 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 disallowed by the court at the July 2, 2002, hearing on the Firm's First Interim Application Third (4/1/02 to

$232,523.00

$232,523 in hourly fees S232,523.00 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 Firn's request in its November 22, 2002 Memorandum re Supplemental Time 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 (Footnote Continuedfrom Previous Page.)

22 4 Debtor initially paid the Firm $54,331.45 on account of its first cover sheet application, but the $240 and $22,346.50 reductions, discussed above, were later netted against other amounts owing to the Firm, 23 reducing the amount paid for the first application period to $39,987.40.

5 The Application Periods for the Firm's first two "cover sheet" applications overlapped because the 24 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 ALLOWANCE AND PAYMENT OF INTERIM COMPENSATION AND REIMBURSEMENT OF EXPENSES (FEBRUARY 1, 2004, TO FEBRUARY 29, 2004) 3

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 Thirteenth (2/l/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 expenses Fifteenth (4/1/03 to

$309,688.32

$305,721.50 in hourly

$309,688.32 4/30/03) fees and $3,966.82 in expenses Sixteenth (5/l/03 to

$260,644.24

$258,002.00 in hourly

$260,644.24 5/31/03) fees and $2,642.24 in expenses Seventeenth (6/1/03 to

$123,909.00

$123,120.00 in hourly

$123,909.00 6/30/03) fees and $789.00 in expenses Eighteenth (7/l/03 to

$91,607.20

$91,571.00 in hourly fees

$91,607.20 7/31/03) and $36.20 in expenses Nineteenth (8/1/03 to

$33,994.31

$33,963.00 in hourly fees

$33,994.31 8/31/03) and $31.31 in expenses Twentieth (9/1/03 to

$73,716.63

$73,621.50 in hourly fees

$73,716.63 9/30/03) and $95.13 in expenses Twenty-First (10/ 1/03

$116,104.70

$116,104.70 in hourly

$116,104.70 to 1 1/30/03) fees The Firm has also received (1) $855,000 as the Firn'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) $1,145,000 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 Firm's employment, together with the November 5, 2002, order approving the 2002 base audit fee and the September 29, 2003, order approving 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.

28 DELOITTE & TOUCHE LLP'S COVER SHEET APPLICATION FOR ALLOWANCE AND PAYMENT OF INTERIM COMPENSATION AND REIMBURSEMENT OF EXPENSES (FEBRUARY 1, 2004, TO FEBRUARY 29, 2004) 4

I IC 13 15 22 214 26 21 27 21 I

)

the 2003 base audit fee, authorized Debtor to pay these fees upon receipt of invoices from the Firm.) Including hourly fees and expenses, the 2001 and 2002 Base Audit Fees, and the paid portion of the 2003 Base Audit Fee, the total paid to the Firn to date is $8,095,248.86.

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

Application Period Amount Description Twenty-second

$140,734.80 Fees and expenses requested by the (12/1/03 to 1/31/04)

Firm's twenty-second "cover sheet" application filed on March 1, 2004 Total Owed to the

$140,734.80.8 Firm to Date I

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 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 Firn 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. Pursuant to this Court's Second Amended Order Establishing Interim Fee Application and Expense Reimbursement Procedure, filed on March 18, 2002, the Debtor will be authorized to make the payment requested herein without further hearing or order unless an objection to this Application is filed with the court by the Debtor, the Committee, or the United States Trustee and served by the fifteenth day of the month following the service of this Application. If such an 8 The $140,734.80 does not include any fees incurred but not yet paid for the Finn's 2003 audit of Debtor's consolidated financial statements and review of interim financial information.

DELOITTE & TOUCHE LLP'S COVER SHEET APPLICATION FOR 5

ALLOWANCE AND PAYMENT OF INTERIM COMPENSATION AND REIMBURSEMENT OF EXPENSES (FEBRUARY 1, 2004, TO FEBRUARY 29, 2004)

1 objection is filed, Debtor will be authorized to pay the amounts, if any, not subject to the 2

objection. The Firm is informed and believes that this Application was mailed to all persons 3

shown on the Special Notice List by first class mail, postage prepaid, on March 30, 2004.

4

9. The interim compensation and reimbursement sought by this Application is on 5

account and not final. At the conclusion of this case, the Firm will seek fees and reimbursement 6

of expenses incurred for the totality of its employment in this case. Any interim fees or 7

reimbursement of expenses approved by the court and received by the Firm (along with any 8

retainer paid to the Firm) will be credited against such final fees and expenses as may be allowed 9

by the court.

10

10. The Firm represents and warrants that to the best of its knowledge its billing 11 practices comply with all Northern District of California Bankruptcy Local Rules and 12 Compensation Guidelines and the Guidelines of the Office of the United States Trustee. The 13 Firm has no agreement to share any portion of the fees or expenses awarded to the Firm for this 14 engagement with any non-affiliated person or entity.

15 WHEREFORE, the Firm respectfully requests that Debtor pay compensation to the Firm 16 as requested herein pursuant to and in accordance with the terms of the Second Amended Order 17 Establishing Interim Fee Application and Expense Reimbursement Procedure.

18 Dated: March 30, 2004 19 DELOITITE & TOUCHE LLP 20By 21 Mark A. Edmunds, Partner Independent Auditor, Accountant, Tax 22 Advisor and Consultant to Debtor Pacific Gas 23 and Electric Company 24 25 26 27 8 DELOITTE & TOUCHE LLP'S COVER SHEET APPLICATION FOR 6

2 ALLOWANCE AND PAYMENT OF INTERIM COMPENSATION AND REIMBURSEMENT OF EXPENSES (FEBRUARY 1, 2004, TO FEBRUARY 29,2004)

PROOF OF SERVICE 2

I am over the age of 18, and I am employed at the offices of Deloitte & Touche LLP, 3

located at 50 Fremont Street, San Francisco, California.

4 On March 30,2004, 1 served the foregoing DELOITTE & TOUCHIE LLP'S COVER SHEET APPLICATION FOR ALLOWANCE AND PAYMENT OF INTERIM S

COMPENSATION AND REIMBURSEMENT OF EXPENSES (FEBRUARY 1,2004, TO FEBRUARY 29,2004) by (1) depositing true and correct copies thereof in the United States 6

Mail at San Francisco, California, in sealed envelopes with first class postage thereon fully prepaid, addressed to each party shown on the attached list and (2) by sending true and correct 7

copies via United Parcel Service, for overnight delivery, with charges fully prepaid, to each of the following three addressees9:

James L. Lopes 9

Howard, Rice, Nemerovski, Canady, Falk & Rabkin Three Embarcadero Center, 7h Floor 10 San Francisco, CA 94111 11

[Counsel for Pacific Gas and Electric Company]

Patricia Cutler Office of the U.S. Trustee 250 Montgomery Street, Suite 1000 San Francisco, CA 94104-3401

[United States Trustee]

12 Robert J. Moore Paul S. Aronzon 13 Milbank, Tweed, Hadley & McCloy LLP 601 South Figueroa Street 14 Los Angeles, CA 90017

[Counsel for Official Committee of Unsecured Creditors]

15 I declare under penalty of perjury under the laws of the State of California and the United 16 States of America that the foregoing is true and correct.

17 18 19 20 21 Dated: March 30,2004.

Signature

[Print Name]

22 23 24 9 Only the copies served on the Office of the United States Trustee, counsel for debtor Pacific Gas and Electric Company, and counsel for the official committee of unsecured creditors included Exhibits I and 25 2; the copies served on other parties did not include the exhibits.

26 27 28

Audit Services - Assessing Engagement Risk Audit Services - Understanding the Clients Business Audit Services - Understand the Methodology of Reorganizatior Audit Services - Understanding Control Environment Audit Services - Understand the Accounting Process Audit Services - Preliminary Analytical Procedures Audit Services - Determine Materiality Audit Services - Risk Assessment Audit Services - Develop the Audit Plan Audit Services - Testing of Controls Audit Services - Trial Balance Audit Services - Reporting Checklists Audit Services - Footnotes Audit Services - Consolidation W/P's Audit Services - Summary Memo - Utility Audit Services - Subsequent Events Audit Services - Litigation, Claims & Assessment Audit Services - Management Representation Letter Audit Services - FERC Filing Audit Services - Energy Services - Planning Audit Services - Energy Services - Analytic Review Audit Services - Funding LLC Audit Services - Holding LLC Audit Services - Corporate - Planning Audit Services - Corporate - Analytic Review Audit Services - Utility Subsidiary Analysis Audit Services - GRC Audit Services - Cash Audit Services - Short-term Investments Audit Services - A/R: Affiliates Audit Services - AIR: Customers Audit Services - AIR: Other Audit Services - AIR: Allowance for uncollectibles Audit Services - Inventories: Fuel Oil & Nuclear Fuel Audit Services - Inventories: Gas stored underground Audit Services - Inventories: Materials & Supplies Audit Services - Inventory Observation Audit Services - Prepaids Audit Services - Research Audit Services - Misc.

Audit Services - PP&E: Electric Audit Services - PP&E: Gas Audit Services - PP&E: CWIP Audit Services - PP&E: Accum Depr Audit Services - Sale of Generation Assets Testing (Gain/Loss)

Audit Services - Regulatory Accounts Audit Services - Nuclear Decommissioning Cost Audit Services - Other Assets Audit Services -AP: Trade Audit Services - A/P: Related Parties Audit Services - Balancing Accounts Audit Services - ANP: Accrued Liabilities h.

Audit Services - Accrued Taxes Audit Services - Deferred I/T (curr & LIT)

Audit Services - Deferred Tax Credits Audit Services - Other Liabilities - Current Audit Services - Other Liabilities - LUT Audit Services - Short-term & L/T Borrowings Audit Services - Equity Audit Services - Electric Utility Revenue Audit Services - Gas Utility Revenue Audit Services - Cost of Electric Energy Audit Services - Cost of Gas Audit Services - Operating & Maintenance Audit Services - Depr. Amort. Decomm.

Audit Services - Interest Expense Audit Services - Other Income Audit Services - Income Taxes Audit Services - Preferred Dividend Requirement Audit Services - Supervision & Review Audit Services - Management Comments Audit Services - Budget & Review Audit Services - Confirmation Control Audit Services - Perm File Audit Services - Meetings with PG&E Audit Services - Meeting with A&A Audit Services - Internal Meeting Audit Services - Internal Audit Staff Coordination/ReviewITracki Audit Services - Wrap Up Audit Services - Participating Office Management Audit Services - Disco Expenses Audit Services - Disco Revenue Audit Services - Etrans Expenses Audit Services - Fixed Assets Audit Services - Gtrans Expenses Audit Services - Gtrans Revenue Audit Services - Genco Expenses Audit Services - Utility Revenue Audit Services - ANP: Other Audit Services - ANP: Affiliates Audit Services - All Expenses Audit Services - Cost of Energy Audit Services - Cost of Sales Audit Services - G Trans Audit Services - Long Term Debt Audit Services - M&O Expenses Audit Services - M&S Inventory Audit Services - Maintenance & Operations Audit Services - Miscellaneous Audit Services - Internal Meetings Audit Services - Inv. GS Audit Services - Inventory Audit Services - Inventory - Disco Audit Services - Investment Audit Services - LTD Audit Services - M&O t.

Audit Services - Operating and Maintenance Audit Services Operating Expenses Audit Services - Other current liabilities Audit Services - Prepaid Expenses Audit Services - Other Liabilities Audit Services - Workpaper Review Audit Services -Taxes Audit Services - PP&E Audit Services - Revenue Audit Services - Prepayments Audit Services - Cost of Energy Audit Services-Develop Audit Plan Audit Services - Financing Debt Audit Services - Client Service Plan Audit Services - Planning Audit Services - Trade Creditors Audit Services - Telephonic Conversation Audit Services - Technical Research Audit Services - Supplemental Application for Approval of Empl Audit Services - ST Borrowings Audit Services - Short Term Investments Audit Services - Debt Reconciliation Audit Services - GENCO Audit Services - Meeting with D&T Audit Services - Statement of Cash Flows Engagement Planning and Retention Matters Corporate Accounting Consulting Review General Bankruptcy Matters Transition Property Procedures Preparation of Fee Application Tax Services - SF UUT Refund/Appeal Implementation of SFAS No. 143 Review of Procurement Contracts Delayed Revenue Procedures

DELOITTE & TOUCHE LLP EXHIBIT I Employee Rate Neville Morcom 600 Scott Smith 575 Greg Seelagy 575 Frank Balestreri 415 Darrow Becker 415 Shawn Mattar 340 Valerie Manasan 280 Julie Lockwood 180 Brandon Ribar 180 Maria Barak 180 Angela Tusler 180

DELOITTE & TOUCHE LLP

SUMMARY

OF FEES EXHIBIT 2 Sarbanes Task Hon Nevlie Morcor 22.6 Scott S.nirh 39.5 Darrow Becker 10.8 Steve Ossher 17.0 Total lours and fees 89 9 Rate 600.00 575.00 415.00 415.00 Total PG&E C=o 20% PG&E Total 13.560.00 (2.712.00) 10.84800 85%

9.220.80 22.712.50 (4,542.50) 18.170.00 85%

15,444.50 4,48Z00 (896840) 35.5560 85%

3,047.76 7,055.00 (1,411.00) 5,644.00 85%

4.797.40 S

47.80950 (9.561.90) S 38.24760 32,51046 S

5.737.14 85% Snsewert Hokback b 8131/2001 on 85%

FxnPnsff Tnbl CA pn cs er l u 32.510 48 S

5.737.14 S

S 38-24760 Holdback

  • PG&E Corp has agreed with Debtor ID pay ior 20% of Dte ees associated with this actrity Debt Ottrina Task 85% Subsequent Holdack Hours Greg Serlagy Scott S.^.th Frank Balestren Valene Marnasan Jube Lockwood Maria Barak Angela Tusler 12.8 7.8 16.8 27.0 10.8 13.5 7.5 Rate 575.00 575.00 415.00 280.00 180.00 180.00 180.00 Tobl tA4 U waiirii n s,.

ooewes r o.0 7,380.00 4,485.00 6.972.00 7.56.00 1,944.00 2.430.00 1,350.00 85%

6,256.00 85%

3.81225 85%

5,926.20 85%

6,428.00 85%

1,652.40 85%

2,065.50 85%

1.147,50 S

27.285 85 S

AR1S13 I

Total foss and lees 96 2 S

32.101 00 8

17.2A5^A5I S 32101 0v S

4.815 15 85% Sibsecluat Hokback bo813112001 on 85%

Greg Seelagy Shawn Mantar Brandon Rbar Total hotus and tees Hoiback Hours Rate Totl 12.6 575 7,245.00 2.0 340 660.00 39.5 180 7,110.00 541 S

15.03500 Horrs Rate Total V

-~te c^vavo l u.

Trob 85%

6.15825 85%

57.00 85%

6,043.50 S

12.77975 S

12.77975 S 2.25525 S

$ 15.035 00 2,255 25 65% Subsequnt Holdtck b 8131t2001 on 85%

Eperees Total r

Frank Balestren 3.5 Darrow Becker 8.5 Total hours and tees 12 0 Hobdack Total Hosts 2522 Total Fees S 9,925.50 Total Debtor Fees S 90.363.60 Total Holdback S 1355454 Total Fees applied for S 76,809.06 Total Expenses S

215.83 Total apped boe row S 77,024.69 415.00 415.00 1,45250 3,527.50 S

4.980 00 85%

1234.63 85%

2,998.38 S

4,233 00 S

4.233 00 S

747.00 S

S 4.98 00 S

747 00

Sarbaries-O.ley readwness Ptotessuau Hours tkw Neville morcomn DATE TIME RATE TOTAL TASK CODE TASK DESCRIPTION 20/2004 2142004 213/2004 2/13/2004 2117/2004 2/1 2004 W220/004 020/2004 M2tlM004 W212I1204 212312004 2/24/2004 2127/2004 1.0 $

600.00 S

600.00 Sarbares-Oxley reackness 3.0 S 600.00 S

1.800.00 Sarbaes-OxIdy feadmiess 1.0 S 600.00 S

600.00 Swbats-id1ey readess 1.0 S 600.00 S

600.00 SartarescOiXey readiess 2.0 S 600.00 S

1200.00 Sarbanes.Oxdey readiess 1.0 $

600.00 S

600.00 Sai res-iOley rearess 05 S 600.00 S 300.00 Sarbanes~Osey readiess 2.5 S 60000 S

1 00.00 Sarbanes-Oxley readness 2.0 S 600.00 S 120.00 Sarbanexslyreadiess 2.0 $

60000 S 1200.00 SaibaeOsieyteadriess 3.8 S 600.00 S

2,280.00 Sabtaries0ey readineS 1.6 S 600.00 S

960.00 Saxtw-Oatey readJiess 1.2 S 600.00 72000 Sarbanes-Oxey readiniess Meekg with SO 404 learm lo rover status ISTS do rt meetn Intenal meeting on crient plan rermander Steerin conrmtlee meetin and prjed status mieetng vth Ca J.

Preparation fr the 28104 status mreeti with PG&E an ISTS Project status metrng witl PG&E 404 team an ISTS Precodo eniwornet meetng with S. Smrrt Contr enwornet meeing With r lient Review of terna cnr fetarrices br SO 404 readiness Preparation he 2D2v a

Phase U meetV D&T er work on Phase t icludig meetings to discuss crnens nd the review of ISTS rrmces Review of htteral cnrl rrmaice power prooxemat Review of Iternal control matries power procuremert 226 S

13.560 00

Sarbanes-Oxley readiness Protessonal Horbs tor Scott Smith DATE TIME RATE TOTAL TASK CODE TASK DESCRIPTION

=212004 212004 2G2004 214r2004 V4t2004 V5Q004 2Vt2004 2Vt2004 2/1002004 2/13/2004 211a2004 2113/2004 21182004 21182004 21182004 211912004 2119120D4 2V192004 a20.2004 2V20t2004 2=004 2/212004 V2Y/2004 2124r2004 1.1 S 575.00 S 2.1 S 575.00 2.0 $

575.00 S 3.0 S 575.00 S

0.8 S 575.00 S

1.3 S 575.00 S

1.0 S 575.00 S

1.8 $

575.00 S

2.6 S 575.00 S

1.1 S 575.00 S

1.2 £ 575.00 0.9 $

575.00 1.8 S 575.00 0.6 S 575.00 2.9 $

575.00 S

2.3 S 575.00 $

1.0 £ 575.00 2.0 S 575.00 S 1.9 $

575.00 S 2.2 S 575.00 S

0.5 S 575.00 S

2.8 $

575.00 $

1.0 s 575.00 s 1.6 S 575.00 S 632.50 Saaesx-Obey readiness 1.20750 Sarbanes5.iiey readiness 1,150.00 Sar5anes-Oxley readiness 1725.00 Salxabes.Ooley readiness 460.00 Sarbanes-Oxiey readie 747.50 Sartanes-Oxley readiness 575.00 SarbanesOeXey reainess 1,035.00 Sabanes-Oxley readiness 1,495.00 Sartanes-Oxsey readiness 632.50 Sartanes-Oxley readiness 690.00 Sar5anes-Ouxey readiness 517.50 StnesOxley readiness 1,035.00 Sartanes-Oxtey readiness 345.00 Sartanes-Oxkey readinews 1,667.50 Sartanes-Oxiey readiness 1322.50 Sartanes-Oxtey reainess 575.00 Sartanes-Oxley readiness i150.00 Satanes-Oxley readine 1,092.50 Sartanes-Oxley readiness 1205.00 Satanes-Oxley readiness 287.50 Sartanes-Oxley readiness 1.610.00 Sartanes-Oxbey reainess 575.00 Sarbanes-xCley readiness 920.00 Sartanes-Oxley readiness Review of Iternal control matrices lor SO 404 readiness (LOS)

Review of internal control retirces tor SO 404 readiness (ISTS)

Meetin with SO 404 tearn l cover project status ISTS Client neeting Internal DAT staus meeting D&T Iternal plattt on SO 404 readiness work Meetin vwith steennJ rnntee member b discus readness Revew of internal contro matrices tor SO 404 readiness (ISTS)

Review of internal control matrices tor SO 404 readiness (ISTS)

Steein corninteo meeig Project stattus meettg with Chris J.

Ite meetin on diet plan Review of Internal control matices payroll. pirechasing aid riverory Project status meeting with PG&E S0 404 team Review of Iternal contrl rmarices br SO 404 readiness fISTS)

Review of Sternal control mtuices power procurement Review of ternial control maUes tor SO 404 readiness (ISTS)

Review of Internal control matrices and relatWed key controls going bc nsnrkey Review of Internal control matnrces power procxemert Control arkornnemt dient meeting Pre-control environent imeeting with N. Morcom DOT Internal work on Phase 11 ncluxdng meetings lo discuss coninents Review of ISTS maices Review of nternal control matrices power pnoernent 395 S

22.71250

Sarbaes-O.ley reablcss Proless~oqial Hou5rs fr Daffow Berker DATE TIME RATE TOTAL TASK CODE TASK DESCRIPTION r2T2004 2110204 a23/2004 2r2322004 2r27no2 2.3 $

415.00 S t.4 $

415.00 $

2.1 S 415.00 S 2.8 S 415.00 S 1.0 S 415.00 S 1.2 S 415.00 $

95450 Review of Witea control mairces for SO 404 readiese (LDS) 581.00 Review of Itemal conrol rawices power ptcteme 871.50 Review of Itemral cortrol mces power porxenent 1.162.00 D&T iteral work on Phase U inclum meetirgs to ascuss. coxirits 415.00 Review of ISTS matrices 498.00 Steern Conuscee meetig 108 S

4.482 00

Sarbanes-Oxley readiness Professional Hours forSTEVEN OSSHER DATE 2/2/2004 213/2004 214/2004 219/2004 2/20/2004 2/23/2004 2124/2004 2/26/2004 2/27/2004 TIME 1.0 1.0 2.0 1.0 2.0 3.0 4.0 1.0 2.0 S

RATE 415.00 415.00 415.00 415.00 415.00 415.00 415.00 415.00 415.00 S

TOTAL 415.00 415.00 830.00 415.00 830.00 1,245.00 1,660.00 415.00 830.00 TASK CODE Sarbanes-Oxley readiness Sarbanes-Oxley readiness Sarbanes-Oxley readiness Sarbanes-Oxley readiness Sarbanes-Oxley readiness Sarbanes-Oxley readiness Sarbanes-Oxley readiness Sarbanes-Oxley readiness Sarbanes-Oxley readiness TASK DESCRIPTION Review of initial Sarbanes IT scoping & planning documents Review of initial Sarbanes IT scoping & planning documents Meeting with PG&E 404 Team and D Rush to discuss PG&E Sarbanes IT Scoping documents Review of Sarbanes Control Environment documents Meetings with PG&E SO 404 Team and D Rush to discuss PG&E Sarbanes Control Environment documents Meeting to discuss scoping and planning of Sarbanes attest work with D&T team Meeting with PG&E SO 404 Team and D. Rush and Internal Audit to discuss D&T attest work and timing Review of PG&E Sarbanes IT controls documents Review of PG&E Sarbanes IT controls documents 17.0 S

7,055.00 4.

I Registration Statement Professional Hours for Greg Seelagy DATE TIME RATE TOTAL TASK CODE TASK DESCRIPTION 2123/2004 6.4 $

575.00 S 3,680.00 Form S-3 Registration Statement Review D&T reports, consent, rep letter, print/read S-3 document; discuss with client 2/2412004 2.1 575.00 S 1,207.50 Form S-3 Registration Statement Read / review updated draft S-3 2/26/2004 2.7 S 575.00 5

1,552.50 Form S-3 Registration Statement Read / review updated draft S-3 2/27/2003 1.6 S 575.00 S 920.00 Form S-3 Registration Statement Review changes to draft S-3 / discuss cost of removal reporting with D&T team 12.8 7.360.00

Uthty DOU Ofar pmfessr Hou DATE 2t2/2004 2124r2004 2125/2004 sofor Scot Snuith TIME RATE TOTAL TASK CODE 1.6 S 575.00 S 920.00 UIiy DeU Offsefu 2.4 $

575.00 $

1 380.00 UIay DeaC0One" 38 5 575.00 $

2,185.00 Ubty DebtOtlenig 78 S

4.48500 TASK DESCRIPTION Work on Form 5-3 Re'oew of Form S-3 k1dwV providwg corn4entd So dot RevKw of Form 53 mid propectA supieswa A.

Uity DW Offering Prolessiorat Hours for Frank Balestrrl DATE TIME RATE TOTAL TASK COOE TASK DESCRIPTION 23/20R04 2/2/2004 2/23r2004 2/24/2004 2/24/2004 2/24/2004 2/24/2004 2/5/2004 2/26/2004 2t26t2004 2127/2004 2/27/2004 2/27J2004 2/2712004 02 S 1.1 S 12 S 1.0 $

0.9 S 1.1 $

0.5 S 1.5 S 1.0 S 1.0 S 0.4 S 0.8 S 1.0 S 1.3 $

0.5 S 1.0 S 2.0 S 0.5 S 415 00 415.00 15.00 415.00 415.00 415.00 415.00 415.00 415.00 415.00 415.00 415.00 415.00 415.00 415.0D 415.00 415.00 415.00 S

S S

S S

S 83.00 Utity Debt Offerig 456.50 Utility Debt Offenrg 498.00 Utiqty Debt Offeriig 415.00 Utilt Det Offernig 373.50 Uwlty Debt Oftenrg 456.50 Utility DebtOfferig 207.0 Utiyt Debt Ofering 622.50 Utility Debt Offewg 415.00 Utity DeUtOfferng 415.00 Utity DebtOlteres 166.00 Utility DebtOffering 249.00 UWtty Debt Offering 415.00 Utlity Deot Offering 539.50 Utility Debr Offerig 207.50 Utility Debt Offerng 415.00 Ulty Debt Offering 630.00 Utility Debt Olterlg 207.50 Uulty Debt Offering Coordirnatirg reviews of toe docrsnert Discussion with client regardirg the ofterNig docisrier4 Various internal discussions regarding reviews of the offeing dornent Discussin with cient regardir me ofering Wtaorierit Draft of PCAOB rep letter Review of opirios and wisert kincuded in offering docurnei Various intenal dissions regarding reviews of the offermin docanlert Review of wrines received ont me offerng document Revew of opros and rnnsert icluded in offerurg docunent Variot ternal discussrons regardirn reviews of the offern docant Daisasions regarding tyiqg otA te report Review of revised nianagenrer rep letters Various trnal discussions regarding reviews of Om oftering doornernt Review f circled ttxus In the cornlort letter Discwsnioms with Wideriwrnles rg e Review of charges to the offerng doanerst Drattri Debit. opewns and 0DnSent Various interal i4scur rgarding reviews of me offering docunerit 168 S

6.972.00 A.

Utility Debt Offering Procedures Professional Hours for VALERIE MANASAN DATE 2123n2004 2/2312004 2/23r2004 2/23/2004 2/23/2004 2/24/2004 2/24/2004 2/252004 2/25/2004 2/25n2004 2/2562004 2//2004 2/62/2004 226/2004 2/27/2004 2/29/2004 TIME RATE 0.5 S 280.00 0.5 $

280.00 0.7 S 280.00 4.5 s 280.00 2.8 S 280.00 0.5 S 280.00 1.5 S 280.00 1.2 $

280.00 4.2 S 280.00 0.6 S 280.00 1.5 S 280.00 1.5 S 280.00 1.5 S 280.00 2.5 S 280.00 2.0 S 280.00 1.0 S 280.00 27.0 S

S S

S S

S S

S S

S S

S S

TOTAL TASK CODE 140.00 Utility Debt Offering Procedures 140.00 Utility Debt Offenring Procedures 196.00 Utility Debt Offenng Procedures 1.260.00 Utility Debt Offering Procedures 784.00 Utitity Debt Offenng Procedures 140.00 Utility Debt Offering Procedures 420.00 Utility Debt Offering Procedures 336.00 Utility Debt Offering Procedures 1.176.00 Utility Debt Offering Procedures 168.00 Utility Debt Offering Procedures 420.00 Utility Debt Offering Procedures 420.00 Utility Debt Offertng Procedures 420.00 Ultity Debt Offering Procedures 700.00 Utility Debt Offering Procedures 560.00 Utitity Debt Offernng Procedures 280.00 Utility Debt Offering Procedures TASK DESCRIPTION Drafted PCOAB management representation letter Discussed with F. Balestreti status of project Discussed w/ M. Barak and J. Lockwood status of project Compared the footnotes to the financial pages of the S3 to PG&E's 10K Compared the management and discussion analysis of the S3 to PG&E's 10K Discussed status of project with J. Lockwood, M. Barak and A. Tusler Corrpleted SEC Compliance checklist for the 8-3 filing Created a schedule supporting list to give to PG&E for items that were new in the S3 filing that had no support Tied out supporting documentation received from PG&E Corporation to the new numbers noted in the S3 filing.

Discussed status of project with PG&E Corporation Reporting personnel Reviewed the rircle-ups for the S3 document obtained from F. Balestred Reviewed the procedures that need to be done hi order to give comfort on the circlups for the S3 document Reviewed the procedures and testing performed for PG&E Corporation last comfort letter performed In June 2003 Tied out supporting docurnentation received from PG&E Corporation to the new numbers noted in the S3 filing.

Compared the Latest draft of the S3 to earlier drafts of the S3 received on 2/23/2003 and compared to 1 OK Compared the latest draft of the S3 to earlier drafts of the 83 received on 2/27/20o3 S

7.560.00 S.

Utility Debt Offering Procedures Professional Hours for JULIE LOCKWOOD DATE 2/2312004 2/2312004 2/2312004 2/23/2004 2r2312004 2/2312004 2/2312004 2/24/2004 2/25/2004 2/25r2004 TIME RATE TOTAL 0.9 $

180.00 S

162.00 0.7 $

180.00 126.00 0.6 5 180.00 S

108.00 1.4 5 180.00 5

252.00 1.1 5 180.00 198.00 1.1 $

180.00 198.00 0.8 $

180.00 S

144.00 1.4 S 180.00 S

252.00 2.1 5 180.00 378.00 0.7 $

180.00 S

126.00 TASK CODE 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 TASK DESCRIPTION Compared the S3s Note 1 to the financial statement to the footnotes to the financial statements of PG&Es 10K Compared the S3's Note 2 to the financial statement to the footnotes to the financial statements of PG&EIs 10K Compared the S3's Note 3 to the financial statement to the footnotes to the financial statements of PG&Es1 OK Compared the S3's Note 4 to the financial statement to the footnotes to the financial statements of PG&E's 10K Compared the S3's Note 5 to the financial statement to the footnotes to the financial statements of PG&E's 10K Compared the S3's Note 6 to the financial statement to the footnotes to the financial statements of PG&Es 10K Compared the S3's Note 6 to the financial statement to the footnotes to the financial statements of PG&Es 10K Compared the S3s Note 1 to the financial statement to the footnotes to the financial statements of PG&E's 10K Finalizing documentation and support for footnotes 1, 2 and 7 Finalizing documentation and support received for the tGeout of note 4 10.8 1,944.00

Utility Debt Offering Procedures Professional Hours for MARIA BARAK DATE TIME RATE TOTAL TASK CODE

- TASK DESCRIPTION S3 2/24/2004 2/2312004 2123/2004 2/2312004 2/23/2004 2/2412004 2/24/2004 2.5 1.1 1.5 2.4 1.0 2.6 2.4 13.5 180.00 180.00 180.00 180.00 180.00 180.00 180.00 S

S 450.00 198.00 270.00 432.00 180.00 468.00 432.00 2,430.00 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 Compared the S3's Management Discussion and Analysis to PG&E's 1 OK Compared the S3s Note 9 to the flnanciai statement to the footnotesto the financial statements of PG&E's 1 OK Compared the S3's Note 10 to the financial statement to the footnotes to the financial statements of PG&E's 10K Compared the S3s Note 11 to the financial statement to the footnotes to the financial statements of PG&E's 1 OK Compared the S3s Note 12 to the financial statement to the footnotes to the financial statements of PG&Es 10K Quant and Qual Disclosures About Market Risk. Compare S3 to 10 K Agree Business section of S3 to 10 K f.'

Utility Debt Offering Procedures Professional Hours for ANGELL TUSLER DATE 2)24/2004 2124n2oo4 2/24/2004 2/24/2004 TIME RATE 2.5 S 180.00 3.1 $

180.00 1.4 S 180.00 0.5 $

180.00 7.5 S

S S

TOTAL TASK CODE 450.00 Utility Debt Offering Procedures 558.00 Utility Debt Offering Procedures 252.00 Utility Debt Offering Procedures 90.00 Utility Debt Offering Procedures TASK DESCRIPTION Compared the Management and Discussion Analysis of the S3 to PG&Es 10K for fiscal year 2003 Compared the Quantitative and Qualitative disclosures about Marketing Risk of the S3 to PG&Es 1 OK for fiscal year 2003 Compared the Business Section of the S3 to PG&Es 10K for fiscal year 2003 Transferring references from the tied out 1 OK to the newest draft of the S3 1,350.00 e.

Utility Settlement Agreement Professional Hours for Greg Seelagy DATE TIME RATE TOTAL TASK CODE TASK DESCRIPTION 2/10/2004 2/11/2004 2/12/2004 2/13/2004 2/16/2004 2/17/2004 2/18/2004 1.0 2.9 $

1.5 2.5 S

1.5 2.3 0.9 12.6 575.00 5

575.00 '

575.00 S

1,667.50 I 575.00 5

862.50 575.00 S

1,437.50 575.00 862.50 575.00 S 1,322.50 575.00 S 517.50 7,245.00 Settlement Agreement Settlement Agreement Settlement Agreement Settlement Agreement Settlement Agreement Settlement Agreement Settlement Agreement Read Settlement Agreement Meet with C.Johns (PG&E) and separate meeting with R.Peters, D.Mistry. C.Johns (PG&E)

Prep for and meeting with G.Smith & K.Harvey (PG&E) re: account for settlement, with S.Smith (DT)

Read, comment on, and discuss company documentation re: account for settlement Prepare and provide commentary back to C.Johns re: company analysis Read settlement agreement with company analysis; review related Deloitte workpapers Read updated company analysis

Successor Company Audits Professional Hours for Shawn Mattar DATE TASK CODE TASK DESCRIPTION TIME RATE TOTAL 2/27/2004 2/27/2004 2/27/2004 0.6 5 0.8 S 0.6 5 340.00 340.00 5 340.00 $

204-00 FYE03 Audit procedures for the Settlement Agreement 272-00 FYE03 Audit procedures for the Settlement Agreement 204.00 FYE03 Audit procedures for the Settlement Agreement Preparation of Data Formatting of Data Generation of Data 2.0 S

680.00

Utity Settlement Agreement Professional Hours forBrandon Ribar DATE TIME RATE TOTAL TASK CODE TASK DESCRIPTION 2/4/2004 2/5/2004 2/5/2004 2/912004 2/9/2004 Ko/2004 2/10/2004 2/10/2004 2/10/2004 212/2004 2/12/2004 2/16/2004 3.0 $

180.00 $

540.00 Utility URG/TURN Implementation 3.0 S 180.00 S 540.00 Utility URGlTURN Implementation 5.0 $

180.00 $

900.00 Utility URG/TURN Implementation 3.5 S 180.00 S 630.00 Utility URGITURN Implementation 3.0 S 180.00 S

540.00 Utility URG/TURN Implementation 2.0 S 180.00 $

360.00 Utility URG/TURN Implementation 4.1 S 180.00 S 738.00 Utility URGITURN Implementation 3.5 $

180.00 S 630.00 Utility URG/TURN Implementation 3.4 S 180.00 S 612.00 Utility URG/TURN Implementation 2.0 S 180.00 S 360.00 Utility URGITURN implementation 4.0 S 180.00 S 720.00 Utiity URG/TURN Implementation 3.0 S 180.00 S 540.00 Utility URG/TURN Implementation Detailed analysis and documentation of Transition Revenue Account (TRA) as restated by the URGITURN Implementation Research URG/TURN Policy history and Implementation requirements.

Detailed analysis of recorded joumal entbies reang to the past and future recording of Generation Assets and Transition Revenues and Costs Discussion wI client regarding the creation of the URG Regulatory Asset and the impact on the Utility headroom calculation Detailed analysis of total headroom Impact related to the Implementation of URGITURN Meeting w/ client representatives discussing methodology and possible FIS impact of URGITURN Detailed analysis and documentation of URG/TURN implementabon as it relates to the restatement of the Transition Cost Balancing Account (TCBA)

Discussion wI client about Implementation of the UGBA and URG Regulatory Asset Detailed analysis of entries relating to the Implementation of the Utility Generation Balancing Account (UGBA).

Detailed analysis and documentation of URG/TURN Implementation as it relates to the restatement of the Utility Generation Balancing Account (UGDA) and Generation Memo Account (GMA)

Detailed analysis and documentation of URG/TURN Implementation as it relates to the restatement of the Transition Revenue Account (TRA)

Detailed analysis and documentation of URG/TURN Implementation as it relates to the restatement of he Transition Cost Balancing Account (TCBA)

Total 39.5 S

7.110.00

Fee Applcaton Prlessional HOas lo Frank Balestriri DATE TIME 7I26&2004 2.0 S 2/2112704 1.5 $

35 RATE TOTAL TASK CODE 415.00 S 830.00 Fee Appkaton 415.00 S 622.50 Fee Appkalon 1,452.50 TASK DESCRIPTION Preparation of the Iern applXabIon Edks b tIe interin m

ryI bon

Fee Appication Prodessicjl Hots fot Daffo. Becker DATE TIME 2/262004 2.0 $

2/211004 2.5 S

=28/2004 2.6 $

2/2004 1.4 $

8 5 RATE TOTAL TASK CODE 415.00 S

830.00 Fee Awpication 415.00 $

1.037.50 Fee Awpication 415.00 $

1.079.00 Fee Applicaon 415.00 $

581.00 FeeAApplicaton 3.527 50 TASK DESCRIPTION Preparaon of the Werim apJicabon ConVilaton of lee apploc bon sLpofl Discusson wit D. Sdud on fe eapkaon Edits t lee a dpWcw