ML040970444

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)

ML040970444
Person / Time
Site:	Diablo Canyon
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 tollows:

8 Period Fees Expenses l Totals 9 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 4. For the post-petition neriod. the Firm has been paid to date as follows:

14 Application Period Amount Applied For Description Amount Paid 15 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, 16 less $22,346.50, which was withdrawn from the 17 Firm's request in its June 25, 2002, reply to the 18 United State's Trustee's objection to the Firm's 19 . 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) $32,101.00 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 2 ALLOWANCE AND PAYMENT OF INTERIM COMPENSATION AND REIMBURSEMENT OF EXPENSES (FEBRUARY 1, 2004, TO FEBRUARY 29,2004)

- 1W 1

Second (10/1/01 to $1,643,315.50 in hourly 2 3/31/02)5 $1,643,315.50 fees, less $4,500 $1,638,815.50 disallowed by the court at 3 the July 2, 2002, hearing on the Firm's First 4 Interim Application Third (4/1/02 to $232,523.00 $232,523 in hourly fees S232,523.00 5 4/30/02) 6 Fourth (5/1/02 to $147,016.50 $147,016.50 in hourly $147,016.50 5/31/02) fees 7 Fifth (6/1/02 to $115,006.00 $115,006 in hourly fees $115,006.00 6/30/02) 8 Sixth (7/1/02 to $128,834.50 $128,834.50 in hourly $125,770.00 9 7/31/02) fees less $3,064.50, which was withdrawn 10 from the Firn's request in its November 22, 2002 11 Memorandum re Supplemental Time 12 Diaries, Etc.

Seventh (8/1/02 to $156,475.00 $156,475 in hourly fees $156,475.00 13 8/31/02) 14 Eighth (9/1/02 to $127,836.006 $127,836 in hourly fees $127,836.00 9/30/02) 15 Ninth (10/1/02 to $426,408.75 $426,408.75 in hourly $426,408.75 10/31/02) fees 16 Tenth (1 1/1/02 to $183,805.19 $170,783.25 in hourly $183,805.19 17 11/30/02) fees and $13,021.94 in expenses 18 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 19 Twelfth (1/1/03 to $344,214.80 $343,873.50 in hourly $344,214.80 20 1/31/03) fees and $341.30 in expenses 21 (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 3 ALLOWANCE AND PAYMENT OF INTERIM COMPENSATION AND REIMBURSEMENT OF EXPENSES (FEBRUARY 1, 2004, TO FEBRUARY 29, 2004)

1 Thirteenth (2/l/03 to $103,782.58 $103,442.00 in hourly $103,782.58 2 2/28/03) fees and $340.58 in expenses 3 Fourteenth (3/1/03 to $162,406.16 $141,608.50 in hourly $142,679.16 3/31/03) fees 7 and $1,070.66 in 4 expenses 5 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 6 expenses Sixteenth (5/l/03 to $260,644.24 $258,002.00 in hourly $260,644.24 7 5/31/03) fees and $2,642.24 in expenses 8

Seventeenth (6/1/03 to $123,909.00 $123,120.00 in hourly $123,909.00

.9 6/30/03) fees and $789.00 in expenses 10 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 11 Nineteenth (8/1/03 to $33,994.31 $33,963.00 in hourly fees $33,994.31 12 8/31/03) and $31.31 in expenses 13 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 14 Twenty-First (10/ 1/03 $116,104.70 $116,104.70 in hourly $116,104.70 to 1 1/30/03) fees _ _ _ _ _ _ _ _ _

15 The Firm has also received (1) $855,000 as the Firn's base fee for auditing and reporting 16 on Debtor's consolidated financial statements and reviewing interim financial information for the 17 2001 fiscal year, (2) $1,132,000 as the base fee for auditing and reporting on Debtor's 18 consolidated financial statements and reviewing interim financial information for the 2002 fiscal 19 year and (3) $1,145,000 as a portion of the base fee for auditing and reporting on Debtor's 20 consolidated financial statements and reviewing interim financial information for the 2003 fiscal 21 year. (The July 10, 2001, order approving the Firm's employment, together with the November 22 5, 2002, order approving the 2002 base audit fee and the September 29, 2003, order approving 23 7 The relevant cover sheet application requested a total of $161,335.50 in hourly fees, all of which was 24 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 25 amount awarded.

26 27 DELOITTE & TOUCHE LLP'S COVER SHEET APPLICATION FOR 4 28 ALLOWANCE AND PAYMENT OF INTERIM COMPENSATION AND REIMBURSEMENT OF EXPENSES (FEBRUARY 1, 2004, TO FEBRUARY 29, 2004)

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 I

I 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 IC 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 13 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 15 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.)

22 8. Pursuant to this Court's Second Amended Order Establishing Interim Fee Application 214 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 27 21 26 and served by the fifteenth day of the month following the service of this Application. If such an 21 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, 1served 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 addressees 9 :

James L. Lopes Patricia Cutler 9 Howard, Rice, Nemerovski, Canady, Falk & Rabkin Three Embarcadero Center, 7h Floor Office of the U.S. Trustee 10 San Francisco, CA 94111 250 Montgomery Street, Suite 1000 11 [Counsel for Pacific Gas and Electric Company] 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 Dated: March 30,2004.

18 Signature 19 20 21 [Print Name]

22 23 24 9Only 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 85% Snsewert Hokback Hon Rate Total PG&EC=o 20% PG&ETotal -

b 8131/2001 on 85% FxnPnsff CApn cser Tnbl lu Nevlie Morcor 22.6 600.00 13.560.00 (2.712.00) 10.84800 85% 9.220.80 Scott S.nirh 39.5 575.00 22.712.50 (4,542.50) 18.170.00 85% 15,444.50 Darrow Becker 10.8 415.00 4,48Z00 (896840) 35.5560 85% 3,047.76 Steve Ossher 17.0 415.00 7,055.00 (1,411.00) 5,644.00 85% 4.797.40 Total lours and fees 89 9 S 47.80950 (9.561.90) S 38.24760 $ 32,51046 & 32.510 48 S 5.737.14 S S 38-24760 Holdback S 5.737.14

• PG&ECorp has agreedwith DebtorIDpay ior 20% of Dte ees associated with this actrity Debt Ottrina Task 85% Subsequent Holdack Hours Rate Tobl U waiirii n s,. ooewes tA4 r o.0 Greg Serlagy 12.8 575.00 7,380.00 85% 6,256.00 Scott S.^.th 7.8 575.00 4,485.00 85% 3.81225 Frank Balestren 16.8 415.00 6.972.00 85% 5,926.20 Valene Marnasan 27.0 280.00 7.56.00 85% 6,428.00 Jube Lockwood 10.8 180.00 1,944.00 85% 1,652.40 Maria Barak 13.5 180.00 2.430.00 85% 2,065.50 Angela Tusler 7.5 180.00 1,350.00 85% 1.147,50 Total foss and lees 96 2 S 32.10100 8 17.2A5^A5I S 27.285 85 S AR1S13 I S 32101 0v S 4.815 15 85%Sibsecluat Hokback Hours Rate Totl bo813112001 on 85% _ _ _ . . V c^vavo

-~te Trob lu .

Greg Seelagy 12.6 575 7,245.00 85% 6.15825 Shawn Mantar 2.0 340 660.00 85% 57.00 Brandon Rbar 39.5 180 7,110.00 85% 6,043.50 Total hotusand tees 541 S 15.03500 S 12.77975 S 12.77975 S 2.25525 S - $ 15.035 00 Hoiback $ 2,255 25 65%Subsequnt Holdtck Horrs Rate Total -,

b 8131t2001 on 85% Eperees r

Total Frank Balestren 3.5 415.00 1,45250 85% 1234.63 Darrow Becker 8.5 415.00 3,527.50 85% 2,998.38 Total hours andtees 120 S 4.980 00 S 4,233 00 S 4.233 00 S 747.00 S S 4.98 00 Hobdack S 747 00 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 boerow S 77,024.69

Sarbaries-O.ley readwness Ptotessuau Hours tkwNeville morcomn DATE TIME RATE TOTAL TASK CODE TASK DESCRIPTION 20/2004 1.0 $ 600.00 S 600.00 Sarbares-Oxley reackness Meekg with SO 404 learmlo rover status 2142004 3.0 S 600.00 S 1.800.00 Sarbaes-OxIdy feadmiess ISTS dort meetn 213/2004 1.0 S 600.00 S 600.00 Swbats-id1ey readess Intenal meetingon crient plan rermander 2/13/2004 1.0 S 600.00 S 600.00 SartarescOiXey readiess Steerin conrmtlee meetin and prjed status mieetng vth Ca J.

2117/2004 2.0 S 600.00 S 1200.00 Sarbanes.Oxdey readiess Preparation fr the28104 status mreeti with PG&Ean ISTS 2/1 2004 1.0 $ 600.00 S 600.00 Sai res-iOley rearess Project statusmetrng witl PG&E 404team an ISTS W220/004 05 S 600.00 S 300.00 Sarbanes~Osey readiess Precodo eniwornet meetngwith S. Smrrt 020/2004 2.5 S 60000 S 1 00.00 Sarbanes-Oxley readness Contr enwornet meeing Withr lient M2tlM004 2.0 S 600.00 S 120.00 Sarbanexslyreadiess Review of terna cnr fetarrices br SO 404readiness W212I1204 2.0 $ 60000 S 1200.00 SaibaeOsieyteadriess Preparation he2D2v a Phase UmeetV 212312004 3.8 S 600.00 S 2,280.00 Sabtaries0ey readineS D&T er work on Phase t icludig meetings to discuss crnens ndthe review of ISTSrrmces 2/24/2004 1.6 S 600.00 S 960.00 Saxtw-Oatey readJiess Review of htteral cnrl rrmaice power prooxemat 2127/2004 1.2 S 600.00 $ 72000 Sarbanes-Oxey readiniess 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 1.1 S 575.00 S 632.50 Saaesx-Obey readiness Review of Iternal control matrices lor SO 404readiness (LOS) 212004 2.1 S 575.00 1.20750 Sarbanes5.iiey readiness Review of internal control retirces tor SO 404readiness (ISTS) 2G2004 2.0 $ 575.00 S 1,150.00 Sar5anes-Oxley readiness Meetin with SO 404tearn l cover project status 214r2004 3.0 S 575.00 S 1725.00 Salxabes.Ooley readiness ISTS Clientneeting V4t2004 0.8 S 575.00 S 460.00 Sarbanes-Oxiey readie InternalDAT staus meeting V5Q004 1.3 S 575.00 S 747.50 Sartanes-Oxley readiness D&T Iternal plattt on SO 404 readiness work 2Vt2004 1.0 S 575.00 S 575.00 SarbanesOeXey reainess Meetin vwith steennJ rnntee memberb discus readness 2Vt2004 1.8 $ 575.00 S 1,035.00 Sabanes-Oxley readiness Revew of internal contro matrices torSO 404readiness (ISTS) 2/1002004 2.6 S 575.00 S 1,495.00 Sartanes-Oxsey readiness Review of internal control matrices torSO 404 readiness (ISTS) 2/13/2004 1.1 S 575.00 S 632.50 Sartanes-Oxley readiness Steein corninteo meeig 211a2004 1.2 £ 575.00 $ 690.00 Sar5anes-Ouxey readiness Project stattusmeettg with Chris J.

2113/2004 0.9 $ 575.00 $ 517.50 StnesOxley readiness Ite meetin on diet plan 21182004 1.8 S 575.00 $ 1,035.00 Sartanes-Oxtey readiness Review of Internal control matices payroll. pirechasingaid riverory 21182004 0.6 S 575.00 $ 345.00 Sartanes-Oxkey readinews Project status meetingwith PG&E S0404team 21182004 2.9 $ 575.00 S 1,667.50 Sartanes-Oxiey readiness Review of Iternal contrl rmarices br SO 404 readiness fISTS) 211912004 2.3 S 575.00 $ 1322.50 Sartanes-Oxtey reainess Review of Sternalcontrol mtuices power procurement 2119120D4 1.0 £ 575.00 $ 575.00 Sartanes-Oxley readiness Review of ternialcontrolmaUes tor SO 404 readiness (ISTS) 2V192004 2.0 S 575.00 S i150.00 Satanes-Oxley readine Review of Internal control matrices and relatWedkey controls going bcnsnrkey a20.2004 1.9 $ 575.00 S 1,092.50 Sartanes-Oxley readiness Review of Internalcontrol matnrces power procxemert 2V20t2004 2.2 S 575.00 S 1205.00 Satanes-Oxley readiness Control arkornnemt dient meeting 2=004 0.5 S 575.00 S 287.50 Sartanes-Oxley readiness Pre-control environent imeetingwith N. Morcom 2/212004 2.8 $ 575.00 $ 1.610.00 Sartanes-Oxbey reainess DOTInternalwork on Phase 11 ncluxdng meetings lo discuss coninents V2Y/2004 1.0 s 575.00 s 575.00 Sarbanes-xCley readiness Review of ISTS maices 2124r2004 1.6 S 575.00 S 920.00 Sartanes-Oxley readiness 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 2.3 $ 415.00 S 95450 Review of Witea control mairces for SO404 readiese (LDS) 2110204 t.4 $ 415.00 $ 581.00 Review of Itemal conrol rawices powerptcteme 2.1 S 415.00 S 871.50 Review of Itemral cortrol mces power porxenent a23/2004 2.8 S 415.00 S 1.162.00 D&T iteral work on Phase Uinclum meetirgs to ascuss. coxirits 2r2322004 1.0 S 415.00 S 415.00 Review of ISTSmatrices 2r27no2 1.2 S 415.00 $ 498.00 Steern Conuscee meetig 108 S 4.482 00

Sarbanes-Oxley readiness Professional Hours forSTEVEN OSSHER DATE TIME RATE TOTAL TASK CODE TASK DESCRIPTION 2/2/2004 1.0 $ 415.00 $ 415.00 Sarbanes-Oxley readiness Review of initial Sarbanes IT scoping & planning documents 213/2004 1.0 $ 415.00 $ 415.00 Sarbanes-Oxley readiness Review of initial Sarbanes IT scoping & planning documents 214/2004 2.0 $ 415.00 $ 830.00 Sarbanes-Oxley readiness Meeting with PG&E 404 Team and D Rush to discuss PG&E Sarbanes IT Scoping documents 219/2004 1.0 $ 415.00 S 415.00 Sarbanes-Oxley readiness Review of Sarbanes Control Environment documents 2/20/2004 2.0 $ 415.00 $ 830.00 Sarbanes-Oxley readiness Meetings with PG&E SO 404 Team and D Rush to discuss PG&E Sarbanes Control Environment documents 2/23/2004 3.0 $ 415.00 $ 1,245.00 Sarbanes-Oxley readiness Meeting to discuss scoping and planning of Sarbanes attest work with D&T team 2124/2004 4.0 $ 415.00 $ 1,660.00 Sarbanes-Oxley readiness Meeting with PG&E SO 404 Team and D. Rush and Internal Audit to discuss D&T attest work and timing 2/26/2004 1.0 S 415.00 $ 415.00 Sarbanes-Oxley readiness Review of PG&E Sarbanes IT controls documents 2/27/2004 2.0 $ 415.00 $ 830.00 Sarbanes-Oxley readiness 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 DOUOfar pmfessr Hou soforScot Snuith DATE TIME RATE TOTAL TASK CODE TASK DESCRIPTION 2t2/2004 1.6 S 575.00 S 920.00 UIiy DeU Offsefu Work on Form 5-3 2124r2004 2.4 $ 575.00 $ 1380.00 UIay DeaC0One" Re'oew of FormS-3 k1dwV providwg corn4entd Sodot 2125/2004 38 5 575.00 $ 2,185.00 Ubty DebtOtlenig RevKwof Form 53 mid propectA supieswa 78 S 4.48500 A.

Uity DW Offering Prolessiorat Hours forFrank Balestrrl DATE TIME RATE TOTAL TASK COOE TASK DESCRIPTION 23/20R04 02 S 415 00 S 83.00 Utity Debt Offerig Coordirnatirgreviews of toedocrsnert 2/2/2004 1.1 S 415.00 456.50 Utility DebtOffenrg Discussion with client regardirg the ofterNigdocisrier4 2/23r2004 12 S 15.00 498.00 UtiqtyDebt Offeriig Various internaldiscussions regarding reviews of the offeing dornent 2/24/2004 1.0 $ 415.00 415.00 Utilt Det Offernig Discussin with cient regardir me ofering Wtaorierit 2/24/2004 0.9 S 415.00 373.50 Uwlty Debt Oftenrg Draft of PCAOB rep letter 2/24/2004 1.1 $ 415.00 456.50 Utility DebtOfferig Review of opirios and wisert kincuded in offering docurnei 2/24/2004 0.5 S 415.00 207.0 Utiyt DebtOfering Various intenal dissions regarding reviews of the offermindocanlert 2/5/2004 1.5 S 415.00 622.50 UtilityDebt Offewg Review of wrines received ont me offerng document 1.0 S 415.00 415.00 Utity DeUtOfferng Revew of opros andrnnsert icluded in offerurgdocunent 1.0 S 415.00 415.00 Utity DebtOlteres Variot ternal discussrons regardirnreviews of the offern docant 2/26/2004 0.4 S 415.00 SS 166.00 Utility DebtOffering Daisasions regarding tyiqg otA te report 2t26t2004 0.8 S 415.00 249.00 UWttyDebt Offering Review of revised nianagenrer rep letters 2127/2004 1.0 S 415.00 S 415.00 Utlity DeotOffering Various trnal discussions regarding reviews of Omoftering doornernt 2/27/2004 1.3 $ 415.00 S 539.50 Utility DebrOfferig Review f circled ttxus In the cornlort letter S

0.5 S 415.0D 207.50 Utility Debt Offerng Discwsnioms with Wideriwrnles rg e 2/27J2004 1.0 S 415.00 415.00 Ulty Debt Offering Review of charges to the offerng doanerst 2.0 S 415.00 630.00 Utility Debt Olterlg Drattri Debit. opewns and 0DnSent 2/2712004 0.5 S 415.00 207.50 Uulty Debt Offering 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 TIME RATE TOTAL TASK CODE TASK DESCRIPTION 2123n2004 0.5 S 280.00 S 140.00 Utility Debt Offering Procedures Drafted PCOAB management representation letter 2/2312004 0.5 $ 280.00 S 140.00 Utility Debt Offenring Procedures Discussed with F. Balestreti status of project 2/23r2004 0.7 S 280.00 S 196.00 Utility Debt Offenng Procedures Discussed w/ M. Barak and J. Lockwood status of project 2/23/2004 4.5 s 280.00 S 1.260.00 Utility Debt Offering Procedures Compared the footnotes to the financial pages of the S3 to PG&E's 10K 2/23/2004 2.8 S 280.00 S 784.00 Utitity Debt Offenng Procedures Compared the management and discussion analysis of the S3 to PG&E's 10K 2/24/2004 0.5 S 280.00 S 140.00 Utility Debt Offering Procedures Discussed status of project with J. Lockwood, M. Barak and A. Tusler 2/24/2004 1.5 S 280.00 $ 420.00 Utility Debt Offering Procedures Corrpleted SEC Compliance checklist for the 8-3 filing 2/252004 1.2 $ 280.00 $ 336.00 Utility Debt Offering Procedures Created a schedule supporting list to give to PG&E for items that were new in the S3 filing that had no support 2/25/2004 4.2 S 280.00 S 1.176.00 Utility Debt Offering Procedures Tied out supporting documentation received from PG&E Corporation to the new numbers noted in the S3 filing.

2/25n2004 0.6 S 280.00 S 168.00 Utility Debt Offering Procedures Discussed status of project with PG&E Corporation Reporting personnel 2/2562004 1.5 S 280.00 S 420.00 Utility Debt Offering Procedures Reviewed the rircle-ups for the S3 document obtained from F. Balestred 2//2004 1.5 S 280.00 $ 420.00 Utility Debt Offertng Procedures Reviewed the procedures that need to be done hi order to give comfort on the circlups for the S3 document 2/62/2004 1.5 S 280.00 S 420.00 Ultity Debt Offering Procedures Reviewed the procedures and testing performed for PG&E Corporation last comfort letter performed In June 2003 226/2004 2.5 S 280.00 S 700.00 Utility Debt Offering Procedures Tied out supporting docurnentation received from PG&E Corporation to the new numbers noted in the S3 filing.

2/27/2004 2.0 S 280.00 S 560.00 Utitity Debt Offernng Procedures Compared the Latest draft of the S3 to earlier drafts of the S3 received on 2/23/2003 and compared to 1OK 2/29/2004 1.0 S 280.00 S 280.00 Utility Debt Offering Procedures Compared the latest draft of the S3 to earlier drafts of the 83 received on 2/27/20o3 27.0 S 7.560.00 S.

Utility Debt Offering Procedures Professional Hours for JULIE LOCKWOOD DATE TIME RATE TOTAL TASK CODE TASK DESCRIPTION 2/2312004 0.9 $ 180.00 S 162.00 Utility Debt Offering Procedures Compared the S3s Note 1 to the financial statement to the footnotes to the financial statements of PG&Es 10K 2/2312004 0.7 $ 180.00 $ 126.00 Utility Debt Offering Procedures Compared the S3's Note 2 to the financial statement to the footnotes to the financial statements of PG&EIs 10K 2/2312004 0.6 5 180.00 S 108.00 Utility Debt Offering Procedures Compared the S3's Note 3 to the financial statement to the footnotes to the financial statements of PG&Es1 OK 2/23/2004 1.4 5 180.00 5 252.00 Utility Debt Offering Procedures Compared the S3's Note 4 to the financial statement to the footnotes to the financial statements of PG&E's 10K 2r2312004 1.1 5 180.00 $ 198.00 Utility Debt Offering Procedures Compared the S3's Note 5 to the financial statement to the footnotes to the financial statements of PG&E's 10K 2/2312004 1.1 $ 180.00 $ 198.00 Utility Debt Offering Procedures Compared the S3's Note 6 to the financial statement to the footnotes to the financial statements of PG&Es 10K 2/2312004 0.8 $ 180.00 S 144.00 Utility Debt Offering Procedures Compared the S3's Note 6 to the financial statement to the footnotes to the financial statements of PG&Es 10K 2/24/2004 1.4 S 180.00 S 252.00 Utility Debt Offering Procedures Compared the S3s Note 1 to the financial statement to the footnotes to the financial statements of PG&E's 10K 2/25/2004 2.1 5 180.00 $ 378.00 Utility Debt Offering Procedures Finalizing documentation and support for footnotes 1, 2 and 7 2/25r2004 0.7 $ 180.00 S 126.00 Utility Debt Offering Procedures 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 2.5 180.00 $ 450.00 Utility Debt Offering Procedures Compared the S3's Management Discussion and Analysis to PG&E's 1OK 2/2312004 1.1 180.00 198.00 Utility Debt Offering Procedures Compared the S3s Note 9 to the flnanciai statement to the footnotesto the financial statements of PG&E's 1OK 2123/2004 1.5 180.00 S 270.00 Utility Debt Offering Procedures Compared the S3's Note 10 to the financial statement to the footnotes to the financial statements of PG&E's 10K 2/2312004 2.4 180.00 432.00 Utility Debt Offering Procedures Compared the S3s Note 11 to the financial statement to the footnotes to the financial statements of PG&E's 1OK 2/23/2004 1.0 180.00 S 180.00 Utility Debt Offering Procedures Compared the S3s Note 12 to the financial statement to the footnotes to the financial statements of PG&Es 10K 2/2412004 2.6 180.00 468.00 Utility Debt Offering Procedures Quant and Qual Disclosures About Market Risk. Compare S3 to 10 K 2/24/2004 2.4 180.00 432.00 Utility Debt Offering Procedures Agree Business section of S3 to 10 K 13.5 2,430.00 f.'

Utility Debt Offering Procedures Professional Hours for ANGELL TUSLER DATE TIME RATE TOTAL TASK CODE TASK DESCRIPTION 2)24/2004 2.5 S 180.00 450.00 Utility Debt Offering Procedures Compared the Management and Discussion Analysis of the S3 to PG&Es 10K for fiscal year 2003 2124n2oo4 3.1 $ 180.00 S 558.00 Utility Debt Offering Procedures Compared the Quantitative and Qualitative disclosures about Marketing Risk of the S3 to PG&Es 1OK for fiscal year 2003 2/24/2004 1.4 S 180.00 S 252.00 Utility Debt Offering Procedures Compared the Business Section of the S3 to PG&Es 10K for fiscal year 2003 2/24/2004 S

0.5 $ 180.00 90.00 Utility Debt Offering Procedures Transferring references from the tied out 1OK to the newest draft of the S3 7.5 $ 1,350.00 e.

Utility Settlement Agreement Professional Hours for Greg Seelagy DATE TIME RATE TOTAL TASK CODE TASK DESCRIPTION 2/10/2004 1.0 $ 575.00 5 575.00 ' Settlement Agreement Read Settlement Agreement 2/11/2004 2.9 $ 575.00 S 1,667.50 ISettlement Agreement Meet with C.Johns (PG&E) and separate meeting with R.Peters, D.Mistry. C.Johns (PG&E) 2/12/2004 1.5 $ 575.00 5 862.50 Settlement Agreement Prep for and meeting with G.Smith & K.Harvey (PG&E) re: account for settlement, with S.Smith (DT) 2/13/2004 2.5 S 575.00 S 1,437.50 Settlement Agreement Read, comment on, and discuss company documentation re: account for settlement 2/16/2004 1.5 $ 575.00 $ 862.50 Settlement Agreement Prepare and provide commentary back to C.Johns re: company analysis 2/17/2004 2.3 $ 575.00 S 1,322.50 Settlement Agreement Read settlement agreement with company analysis; review related Deloitte workpapers 2/18/2004 0.9 $ 575.00 S 517.50 Settlement Agreement Read updated company analysis 12.6 7,245.00

Successor Company Audits Professional Hours for Shawn Mattar DATE TASK CODE TASK TIME RATE TOTAL DESCRIPTION 2/27/2004 0.6 5 340.00 $ 204-00 FYE03 Audit procedures for the Settlement Agreement Preparation of Data 2/27/2004 0.8 S 340.00 5 272-00 FYE03 Audit procedures for the Settlement Agreement Formatting of Data 2/27/2004 0.6 5 340.00 $ 204.00 FYE03 Audit procedures for the Settlement Agreement 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 3.0 $ 180.00 $ 540.00 Utility URG/TURN Implementation Detailed analysis and documentation of Transition Revenue Account (TRA) as restated by the URGITURN Implementation 2/5/2004 3.0 S 180.00 S 540.00 Utility URGlTURN Implementation Research URG/TURN Policy history and Implementation requirements.

2/5/2004 5.0 $ 180.00 $ 900.00 Utility URG/TURN Implementation Detailed analysis of recorded joumal entbies reang to the past and future recording of Generation Assets and Transition Revenues and Costs 2/912004 3.5 S 180.00 S 630.00 Utility URGITURN Implementation Discussion wI client regarding the creation of the URG Regulatory Asset and the impact on the Utility headroom calculation 2/9/2004 3.0 S 180.00 S 540.00 Utility URG/TURN Implementation Detailed analysis of total headroom Impact related to the Implementation of URGITURN Ko/2004 2.0 S 180.00 $ 360.00 Utility URG/TURN Implementation Meeting w/ client representatives discussing methodology and possible FIS impact of URGITURN 2/10/2004 4.1 S 180.00 S 738.00 Utility URGITURN Implementation Detailed analysis and documentation of URG/TURN implementabon as it relates to the restatement of the Transition Cost Balancing Account (TCBA) 2/10/2004 3.5 $ 180.00 S 630.00 Utility URG/TURN Implementation Discussion wI client about Implementation of the UGBA and URG Regulatory Asset 2/10/2004 3.4 S 180.00 S 612.00 Utility URG/TURN Implementation Detailed analysis of entries relating to the Implementation of the Utility Generation Balancing Account (UGBA).

212/2004 2.0 S 180.00 S 360.00 Utility URGITURN implementation 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) 2/12/2004 4.0 S 180.00 S 720.00 Utiity URG/TURN Implementation Detailed analysis and documentation of URG/TURN Implementation as it relates to the restatement of the Transition Revenue Account (TRA) 2/16/2004 3.0 S 180.00 S 540.00 Utility URG/TURN Implementation 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 RATE TOTAL TASK CODE TASK DESCRIPTION 7I26&2004 2.0 S 415.00 S 830.00 FeeAppkaton Preparation ofthe Iern applXabIon 2/2112704 1.5 $ 415.00 S 622.50 FeeAppkalon Edks b tIe interin m ryI bon 35 $ 1,452.50

Fee Appication Prodessicjl Hots fot Daffo. Becker DATE TIME RATE TOTAL TASK CODE TASK DESCRIPTION 2/262004 2.0 $ 415.00 S 830.00 Fee Awpication Preparaon of the WerimapJicabon 2/211004 2.5 S 415.00 $ 1.037.50 Fee Awpication ConVilaton of lee apploc bon sLpofl

=28/2004 2.6 $ 415.00 $ 1.079.00 Fee Applicaon Discusson wit D. Sdud onfe eapkaon 2/2004 1.4 $ 415.00 $ 581.00 FeeAApplicaton Edits t lee a dpWcw 85 $ 3.527 50