mew Doc 2168 Filed 01/17/18 Entered 01/17/18 17:00:05 Main Document Pg 1 of 258

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1 Pg 1 of 258 UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK x In re: : Chapter 11 : WESTINGHOUSE ELECTRIC COMPANY : Case No (MEW) LLC, et al., : : : Debtors. 1 : (Jointly Administered) : x SEVENTH MONTHLY FEE STATEMENT OF KPMG LLP FOR COMPENSATION FOR SERVICES RENDERED AND REIMBURSEMENT OF EXPENSES INCURRED AS ACCOUNTING AND FINANCIAL REPORTING ADVISORS, TAX CONSULTANTS, AND FORENSIC CONSULTANTS FOR THE DEBTORS NOVEMBER 1, 2017 THROUGH NOVEMBER 30, 2017 Name of Applicant: Authorized to Provide Professional Services to: Date of Retention: Period for Which Compensation and Reimbursement is Sought: Amount of Compensation Sought as Actual, Reasonable, and Necessary: KPMG LLP The Debtors July 11, 2017 nunc pro tunc to March 29, ,714, Less 20% Holdback: 342, Amount of Expense Reimbursement Sought as Actual, Reasonable, and Necessary: 76, Total Fees and Expenses Due: 1,448, The Debtors in these chapter 11 cases, along with the last four digits of each Debtor s federal tax identification number, if any, are: Westinghouse Electric Company LLC (0933), CE Nuclear Power International, Inc. (8833), Fauske and Associates LLC (8538), Field Services, LLC (2550), Nuclear Technology Solutions LLC (1921), PaR Nuclear Holding Co., Inc. (7944), PaR Nuclear, Inc. (6586), PCI Energy Services LLC (9100), Shaw Global Services, LLC (0436), Shaw Nuclear Services, Inc. (6250), Stone & Webster Asia Inc. (1348), Stone & Webster Construction Inc. (1673), Stone & Webster International Inc. (1586), Stone & Webster Services LLC (5448), Toshiba Nuclear Energy Holdings (UK) Limited (N/A), TSB Nuclear Energy Services Inc. (2348), WEC Carolina Energy Solutions, Inc. (8735), WEC Carolina Energy Solutions, LLC (2002), WEC Engineering Services Inc. (6759), WEC Equipment & Machining Solutions, LLC (3135), WEC Specialty LLC (N/A), WEC Welding and Machining, LLC (8771), WECTEC Contractors Inc. (4168), WECTEC Global Project Services Inc. (8572), WECTEC LLC (6222), WECTEC Staffing Services LLC (4135), Westinghouse Energy Systems LLC (0328), Westinghouse Industry Products International Company LLC (3909), Westinghouse International Technology LLC (N/A), and Westinghouse Technology Licensing Company LLC (5961). The Debtors principal offices are located at 1000 Westinghouse Drive, Cranberry Township, Pennsylvania

2 Pg 2 of 258 EXHIBIT A Summary Of Hours and Fees Incurred By Professional Professional Position Total Hours Billed Hourly Rate Total Compensation Adam Murphy Sr. Associate-Tax , Alan Barton Partner-Tax Andrew Chasanoff Associate-Tax , Andrew Grace Manager-Tax Bela Unell Sr. Manager-Tax , Ben Biftu Sr. Associate-Tax Brad Clifton Director-Advisory (1) 95, Brad Kay Manager-Tax , Bradley Lancy Director-Advisory , Bradley Wilhelmson Sr. Manager-Tax Brian Hogan Director-Advisory , Brian Scudder Director-Advisory , Brittany Fox Manager-Tax , Cam Piasecki Associate-Tax , Casey Nunez Sr. Manager-Tax Chris Semesky Partner-Advisory , Connor Fahey Associate-Advisory , Dane Browne Sr. Associate-Tax Danielle Santoro Associate-Tax Dave Winsko Partner-Tax , David Parkinson Sr. Associate-Advisory (2) 46, David Yanchik Manager-Tax (3) 3, Derek Jones Sr. Manager-Tax (1) 54, Derek Love Sr. Manager-Tax Diana Smith Sr. Manager-Tax Dominic Cusatis Partner-Tax , Earl Coleman Sr. Associate-Tax , Erik Lange Partner-Advisory , Gena Bleyer Sr. Associate-Advisory , Geoff Gordon Director-Advisory , Geoffrey Wilson Sr. Associate-Tax Glenn Todd Partner-Tax , Howard Sklaroff Sr. Manager-Tax , Ivan Milan Associate-Tax , Jason Chan Associate-Tax , Jason Franzel Sr. Associate-Advisory , Jeremiah Cunningham Sr. Associate-Tax (2) 70, Jeremy Orient Manager-Tax , John Modzelewski Sr. Manager-Tax , Joseph Duch Sr. Manager-Tax , KPMG LLP Seventh Fee Application Page 1 of 257

3 Pg 3 of 258 EXHIBIT A Summary Of Hours and Fees Incurred By Professional Professional Position Total Hours Billed Hourly Rate Total Compensation Joseph Fanelli Manager-Tax Joseph Hainly Managing Director-Tax , Kasey McGee Sr. Associate-Tax , Kevin Wilkes Manager-Tax , Larry Joseph Manager-Tax (3) 1, Leah Scott Associate-Tax Lucenda Cai Associate-Advisory , Lydia Bull Manager-Tax (3) 17, Mark Balistrieri Sr. Manager-Tax , Mark Hoffenberg Principal-Tax , Mark Kaye Sr. Manager-Tax Matthew Greene Associate-Tax , Matthew Muscat Director-Advisory , Matthew Yokitis Partner-Tax Megan Murphy Associate-Tax , Melanie Adelson Manager-Tax (3) 55, Michael Campagna Sr. Manager-Tax , Michael Hamilton Sr. Manager-Tax Mike Paich Sr. Associate-Tax (2) 60, Monica Plangman Associate Director-Bankruptcy , Nathan Rudy Associate-Tax , Neil Schaatsbergen Sr. Manager-Tax Nick Norris Associate-Tax , Peter Skersis Associate-Tax Rachel Sellers Associate-Tax , Rui Che Managing Director-Tax Ryan Kelly Managing Director-Tax (4) 109, Samila Chehrzadeh Associate-Tax , Scott Krajna Sr. Associate-Tax , Scott Masaitis Principal-Tax , Scott Salmon Partner-Tax , Sean Fitzpatrick Associate-Tax , Shawn Gillaspie Associate-Bankruptcy , Timothy Paice Sr. Manager-Tax , Troy Ware Associate-Tax , Victoria Ma Associate-Tax , Zack Stewart Sr. Associate-Tax (2) 58, less 50% rate reduction - Non-Working Travel Time (41,747.00) Total Hours and Discounted Fees for Hourly Services 3, ,751, KPMG LLP Seventh Fee Application Page 2 of 257

4 Pg 4 of 258 EXHIBIT A Summary Of Hours and Fees Incurred By Professional Subtotal Discounted Fees 1,751, Less voluntary reduction - Non-Working Travel Time (41,747.00) Forensic Consulting/Anti-Bribery Due Diligence Services - Fixed Fee 4, Total Fees Sought 1,714, Out of Pocket Expenses 76, Total Fees and Out of Pocket Expenses 1,791, less Holdback Adjustment (20%) (342,918.80) Actual Payment Sought 1,448, Blended Hourly Rate (1) - Denotes a promotion from Manager to Director/Senior Manager as of 10/01/17 (2) - Denotes a promotion from Associate to Senior Associate as of 10/01/17 (3) - Denotes a promotion from Senior Associate to Manager as of 10/01/17 (4) - Denotes a promotion from Senior Manager to Managing Director as of 10/01/17 KPMG LLP Seventh Fee Application Page 3 of 257

5 Pg 5 of 258 EXHIBIT B Summary of Hours and Fees Incurred by Category Category Exhibit Hours Fees C1 2, ,206, Bankruptcy Accounting Services C , Retention Services C Fee Statement and Fee Application Preparation Services C , Non Working Travel Time C Forensic Consulting/Anti Bribery Due Diligence Services C6-4, Transfer Pricing Services C General Tax Consulting Services C Total Hours and Fees 3, ,714, KPMG LLP Seventh Fee Application Page 4 of 257

6 Pg 6 of 258 Ryan Kelly 11/1/17 Drafted correspondence to H. Kim (PJT) regarding how to satisfy non-us tax requests do to KPMG US being engaged by US Debtor entities. Sean Fitzpatrick 11/1/17 Meeting with D. Rossmiller (Westinghouse) regarding locating files containing state apportionment information for the purpose of providing apportionment data to KPMG state and local tax professionals. Michael Campagna 11/1/17 Meeting with M. Campagna and S. Fitzpatrick (both KPMG) regarding the updated corporate history slide deck. Sean Fitzpatrick 11/1/17 Meeting with M. Campagna and S. Fitzpatrick (both KPMG) regarding the updated corporate history slide deck. Kevin Wilkes 11/1/17 Drafted correspondence to J. Modzelewski and S. Krajna (both KPMG) regarding location of AMT carryover credits within the Westinghouse corporate group for U.S. federal income tax purposes. Brittany Fox 11/1/17 Reviewed the list of Diligence questions from potential bidder on cash tax and attribute reduction model. Ryan Kelly 11/1/17 Drafted correspondence to B. Brookstone (Weil) on Weil data room document review / upload process. Derek Jones 11/1/17 Meeting with R. Kelly, D. Jones and G. Todd (all KPMG) regarding state tax progress on attribute reduction research and indirect tax/transfer tax items and federal ordering treatment of attribute reduction by entity. Ryan Kelly 11/1/17 Meeting with R. Kelly, D. Jones and G. Todd (all KPMG) regarding state tax progress on attribute reduction research and indirect tax/transfer tax items and federal ordering treatment of attribute reduction by entity. Glenn Todd 11/1/17 Meeting with R. Kelly, G. Todd and D. Jones (all KPMF) regarding state tax progress on attribute reduction research and indirect tax/transfer tax items; discussed federal ordering treatment of attribute reduction by entity Cam Piasecki 11/1/17 Updated Excel spreadsheet "Westinghouse FY2017 Consolidated Current Provision " to calculate NCBE source data in spreadsheet (0.2); Created formulas to calculate the updated NCBE adjustments and corresponding taxable income modifications (0.2). Ryan Kelly 11/1/17 Drafted correspondence to H. Kim (PJT) regarding setting up diligence calls for following week. Timothy Paice 11/1/17 Meeting with B. Huffman, A. Vaughn (both Alix Partners), J. Orient, T. Paice, and R. Kelly (all KPMG) regarding the Cash Concentration balances within the WecTec group. Discussion included both the legacy balances inherited upon acquisition and the subsequent activity through 3/31/ KPMG LLP Seventh Fee Application Page 5 of 257

7 Pg 7 of 258 Jeremy Orient 11/1/17 Meeting with B. Huffman, A. Vaughn (both Alix Partners), J. Orient, T. Paice, and R. Kelly (all KPMG) regarding the Cash Concentration balances within the WecTec group. Discussion included both the legacy balances inherited upon acquisition and the subsequent activity through 3/31/2017. Ryan Kelly 11/1/17 Meeting with B. Huffman, A. Vaughn (both Alix Partners), J. Orient, T. Paice, and R. Kelly (all KPMG) regarding the Cash Concentration balances within the WecTec group. Discussion included both the legacy balances inherited upon acquisition and the subsequent activity through 3/31/2017. Cam Piasecki 11/1/17 Identified outdated NCBE calculations to replace the old Binder 1 with most recent calculations for consistency purposes with rest of binder (0.4); Updated all modified folders in the share drive (0.2). Jeremy Orient 11/1/17 Meeting with K. Brady (Westinghouse) regarding the Max Liability reserve and tax treatment on contract termination fees. Derek Jones 11/1/17 Performed research related to the impact of federal attribute reduction ordering by entity for state treatment purposes Zack Stewart 11/1/17 Incorporated redacted income tax material correspondence to the data room while concurrently uploading documentation for purposes of bidder due diligence requests. Scott Masaitis 11/1/17 Principal review of revised (final) tax provision containing revised income/(loss) for the year ended 3/31/16 including the revised amounts impact the tax alternative models. Ryan Kelly 11/1/17 Reviewed documentation to be uploaded related to prior audit correspondence and additional data requests with G. Yesenosky (Westinghouse). Scott Krajna 11/1/17 Updated the Bankruptcy Model for input data for tax credits with corresponding revisions to calculations that pull in tax credits to account for the liquidation of WEC receivable and the merger of EIN into EIN Mike Paich 11/1/17 Performed research of the NOL utilization for other group members. Melanie Adelson 11/1/17 Reviewed updated provision to determine impact on Westinghouse basis study (0.5); Prepared documentation for Associate to update Westinghouse stock basis model (0.6). Jeremy Orient 11/1/17 Analysis of updated 3/31/2017 provision as it relates to reclass of goodwill impairments which included the impact on the allocation of NOLs under allocations KPMG LLP Seventh Fee Application Page 6 of 257

8 Pg 8 of 258 Samila Chehrzadeh 11/1/17 Continued, same day, to perform revisions to the additionalpaid in capital client deliverables depicting common stock, preferred stock, additional paid in capital, total stated capital, change in common stock, change in preferred stock, changes in additional paid in capital, and changes in total stated capital for the years 1996 to 2016 to format for binder deliverable Zack Stewart 11/1/17 Incorporated redacted non-income tax material correspondence to the data room while concurrently uploading documentation for purposes of bidder due diligence requests. Ryan Kelly 11/1/17 Managing Director review of updated data room tracker responses and underlying source documents. Jason Chan 11/1/17 Performed updates based on Manager's revisions to service provider description section of Westinghouse bankruptcy cost analysis for the 1st interim fee application opinion for the following providers: Alvarez & Marsal North America, LLC ( 0.7); and AP Services, LLC (0.8). Jeremy Orient 11/1/17 Analysis of Tax Basis Balance sheet as it relates to Accounts (0.6); Performed test- run on the functionality of updates to Tax basis balance sheet for intercompany contribution/distribution scenarios (1.0). Michael Campagna 11/1/17 Performed revisions to charitable contribution conversion and allocation schedules for Alternative Minimum Tax purposes. Sean Fitzpatrick 11/1/17 Analyzed files received from the client on 11/1/2017 for the purpose of identifying apportionment data that will be communicated to KPMG state and local tax professionals. Michael Campagna 11/1/17 Sr. Manager review of earnings & profits calculations as computed on a separate company basis in the KPMG model. Lydia Bull 11/1/17 Manager review of 1st interim fee application service provider descriptions for bankruptcy cost analysis opinion, specifically: Weil and KPMG. Sean Fitzpatrick 11/1/17 Updated the corporate history PowerPoint with information received from the client concerning BNFL Instruments, Inc., WEC Receivable Company LLC, BIL Solutions, Inc., and BNFL USA Group, Inc. for the purpose of preparing a deliverable for the client. Melanie Adelson 11/1/17 Updated analysis of NOLs leaving the group for M. Campagna (KPMG) review comments, for Westinghouse basis study , , , , KPMG LLP Seventh Fee Application Page 7 of 257

9 Pg 9 of 258 Sean Fitzpatrick 11/1/17 Updated the corporate history PowerPoint with information received from the client concerning BNFL, Inc., Oakwood Products, Inc.,TSB FA Nuclear Energy Services, Inc., and BNFL Tennessee Investments Inc. for the purpose of preparing a deliverable for the client. Sean Fitzpatrick 11/1/17 Updated the corporate history PowerPoint with information received from the client concerning TSB Nuclear Energy USA Group, Inc., Sierra Nuclear Corporation, NuCrane Manufacturing, LLC., and PaR Nuclear, Inc. for the purpose of preparing a deliverable for the client. Samila Chehrzadeh 11/1/17 Performed revisions to the additional-paid in capital client deliverables depicting common stock, preferred stock, additional paid in capital, total stated capital, change in common stock, change in preferred stock, changes in additional paid in capital, and changes in total stated capital for the years 1996 to 2016 to format for binder deliverable Michael Campagna 11/1/17 Performed revisions to Alternative Minimum Tax net operating loss calculations. Earl Coleman 11/1/17 Created a build out support file (Form 1120, Form 4626, statements and schedules associated therewith) for AMT adjustments for TYEs 1991 to ( , , , , , , , , ) Earl Coleman 11/1/17 Created a build out support file (Form 1120, Form 4626, statements and schedules associated therewith) for AMT adjustments for TYEs 2000 to ( , , , , , , , ) Cam Piasecki 11/1/17 Revised the 1502 generated reports to ensure consistent sizing from the conversion of excel based documents (checked all pages of binder 1) from the 1502 generated reports to ensure download was proper after conversion. Michael Campagna 11/1/17 Sr. Manager review of final pre-bankruptcy transaction cost analysis deliverable binder. Earl Coleman 11/1/17 Created a build out support file (Form 1120, Form 4626, statements and schedules associated therewith) for AMT adjustments for TYEs 2008 to ( , , , , , , , , ) Timothy Paice 11/1/17 Analysis of the cash concentration accounts, specifically at WECTEC Global, Stone & Webster Contraction, and WECTEC Contractors, to understand the basis in generating these accounts , , , , , , , , KPMG LLP Seventh Fee Application Page 8 of 257

10 Pg 10 of 258 Jeremy Orient 11/1/17 Analysis of the tax basis/accounting for intercompany cash concentration balances within the WecTec group, including both the legacy balances recorded upon acquisition and the subsequent activity through 3/31/2017. Scott Masaitis 11/1/17 Principal review of data relating to intercompany balances between various debtor entities to work through impact of amounts on tax basis if the amounts were to be settled at some point prior to emergence. Melanie Adelson 11/1/17 Analyzed NOLs to prepare file of NOLs transferred outside the group for Westinghouse basis study Zack Stewart 11/1/17 Analyzed state tax returns for additional state apportionment percentage requests from the state and local tax group for their state tax analysis. Cam Piasecki 11/2/17 Incorporated support documentation into file for a client deliverable in order to synthesize quantity. Cam Piasecki 11/2/17 Performed research online regarding the current tax provision guidance article to resolve an issue related to the input data. Cam Piasecki 11/2/17 Created the Inception to date report using updated data from 1502 model for progression of model and client analysis. Jeremy Orient 11/2/17 Meeting with S. Fitzpatrick, K. Wilkes, R. Kelly, M. Campagna, M. Adelson, J. Orient, T. Paice, and Z. Stewart (all KPMG) regarding separate company earnings and profits, pre-bankruptcy transaction cost analysis binder, Diligence questions, review of the alternative minimum tax net operating loss workpaper documentation, updates to the charitable amounts in relation to the alternative minimum tax net operating loss workpaper, tax concentration accounts that will impact the tax basis balance sheets. Kevin Wilkes 11/2/17 Meeting with S. Fitzpatrick, K. Wilkes, R. Kelly, M. Campagna, M. Adelson, J. Orient, T. Paice, and Z. Stewart (all KPMG) regarding separate company earnings and profits, pre-bankruptcy transaction cost analysis binder, Diligence questions, review of the alternative minimum tax net operating loss workpaper documentation, updates to the charitable amounts in relation to the alternative minimum tax net operating loss workpaper, tax concentration accounts that will impact the tax basis balance sheets , , , , KPMG LLP Seventh Fee Application Page 9 of 257

11 Pg 11 of 258 Melanie Adelson 11/2/17 Meeting with S. Fitzpatrick, K. Wilkes, R. Kelly, M. Campagna, M. Adelson, J. Orient, T. Paice, and Z. Stewart (all KPMG) regarding separate company earnings and profits, pre-bankruptcy transaction cost analysis binder, Diligence questions, review of the alternative minimum tax net operating loss workpaper documentation, updates to the charitable amounts in relation to the alternative minimum tax net operating loss workpaper, tax concentration accounts that will impact the tax basis balance sheets. Michael Campagna 11/2/17 Meeting with S. Fitzpatrick, K. Wilkes, R. Kelly, M. Campagna, M. Adelson, J. Orient, T. Paice, and Z. Stewart (all KPMG) regarding separate company earnings and profits, pre-bankruptcy transaction cost analysis binder, Diligence questions, review of the alternative minimum tax net operating loss workpaper documentation, updates to the charitable amounts in relation to the alternative minimum tax net operating loss workpaper, tax concentration accounts that will impact the tax basis balance sheets. Ryan Kelly 11/2/17 Meeting with S. Fitzpatrick, K. Wilkes, R. Kelly, M. Campagna, M. Adelson, J. Orient, T. Paice, and Z. Stewart (all KPMG) regarding separate company earnings and profits, pre-bankruptcy transaction cost analysis binder, Diligence questions, review of the alternative minimum tax net operating loss workpaper documentation, updates to the charitable amounts in relation to the alternative minimum tax net operating loss workpaper, tax concentration accounts that will impact the tax basis balance sheets. Sean Fitzpatrick 11/2/17 Meeting with S. Fitzpatrick, K. Wilkes, R. Kelly, M. Campagna, M. Adelson, J. Orient, T. Paice, and Z. Stewart (all KPMG) regarding separate company earnings and profits, pre-bankruptcy transaction cost analysis binder, Diligence questions, review of the alternative minimum tax net operating loss workpaper documentation, updates to the charitable amounts in relation to the alternative minimum tax net operating loss workpaper, tax concentration accounts that will impact the tax basis balance sheets. Timothy Paice 11/2/17 Meeting with S. Fitzpatrick, K. Wilkes, R. Kelly, M. Campagna, M. Adelson, J. Orient, T. Paice, and Z. Stewart (all KPMG) regarding separate company earnings and profits, pre-bankruptcy transaction cost analysis binder, Diligence questions, review of the alternative minimum tax net operating loss workpaper documentation, updates to the charitable amounts in relation to the alternative minimum tax net operating loss workpaper, tax concentration accounts that will impact the tax basis balance sheets KPMG LLP Seventh Fee Application Page 10 of 257

12 Pg 12 of 258 Zack Stewart 11/2/17 Meeting with S. Fitzpatrick, K. Wilkes, R. Kelly, M. Campagna, M. Adelson, J. Orient, T. Paice, and Z. Stewart (all KPMG) regarding separate company earnings and profits, pre-bankruptcy transaction cost analysis binder, Diligence questions, review of the alternative minimum tax net operating loss workpaper documentation, updates to the charitable amounts in relation to the alternative minimum tax net operating loss workpaper, tax concentration accounts that will impact the tax basis balance sheets. David Yanchik 11/2/17 Meeting with Z. Stewart, S. Fitzpatrick, T. Paice, and D. Yanchik (all KPMG) regarding state and local tax s request for apportionment percentages for purposes of their state analysis. Sean Fitzpatrick 11/2/17 Meeting with Z. Stewart, S. Fitzpatrick, T. Paice, and D. Yanchik (all KPMG) regarding state and local tax s request for apportionment percentages for purposes of their state analysis. Timothy Paice 11/2/17 Meeting with Z. Stewart, S. Fitzpatrick, T. Paice, and D. Yanchik (all KPMG) regarding state and local tax s request for apportionment percentages for purposes of their state analysis. Zack Stewart 11/2/17 Meeting with Z. Stewart, S. Fitzpatrick, T. Paice, and D. Yanchik (all KPMG) regarding state and local tax s request for apportionment percentages for purposes of their state analysis. David Yanchik 11/2/17 Performed research to provide analysis related to state and local tax s request for apportionment percentages with entities that have come into and gone out of existence during the last 20 years. Cam Piasecki 11/2/17 Updated client deliverable Binder 2 to revise citation numbers in taxable income reference documents for client reference purposes. Ryan Kelly 11/2/17 Drafted correspondence to B. Brookstone (Weil) regarding data room data discrepancy and organization of tax documents in staging data room. Cam Piasecki 11/2/17 Updated 1502 model input data to prepare model for client review. Kevin Wilkes 11/2/17 Drafted correspondence to B. Unell (KPMG) regarding Bridge Notes (funds loaned from Toshiba to WEC LLC), summarizing the background, and highlighting important questions as to the federal tax treatment of the notes. Melanie Adelson 11/2/17 Manager review of alternative minimum tax carryforward schedule, , for Westinghouse Basis study KPMG LLP Seventh Fee Application Page 11 of 257

13 Pg 13 of 258 Mary Fung 11/2/17 Sr. Manager review of Tax Notes article regarding the issue Cam Piasecki 11/2/17 Updated ordinary income adjustments column for years in 1502 model for client review. Cam Piasecki 11/2/17 Created a multi-year separate company report in 1502 model using newest model numbers from 11/2 in order to progress model analysis for client John Modzelewski 11/2/17 Drafted response correspondence to diligence questions received from buyer consortium. Mary Fung 11/2/17 Meeting with M. Fung, M. Campagna and M. Adelson (all KPMG) regarding the complexities of charitable contributions converting to NOLs for Westinghouse basis study. Melanie Adelson 11/2/17 Meeting with M. Fung, M. Campagna and M. Adelson (all KPMG) regarding the complexities of charitable contributions converting to NOLs for Westinghouse basis study. Michael Campagna 11/2/17 Meeting with M. Fung, M. Campagna and M. Adelson (all KPMG) regarding the complexities of charitable contributions converting to NOLs for Westinghouse basis study. Jeremy Orient 11/2/17 Performed further analysis of final 3/31/2017 provision to determine reclass needed for -21 NOL allocation. Michael Campagna 11/2/17 Sr. Manager review of federal income tax allocation schedules. Cam Piasecki 11/2/17 Updated taxable income workpaper documentation in order to ensure consistency and accuracy for client. Jeremy Orient 11/2/17 Meeting with L. Reynolds and K. Brady (both Westinghouse), T. Paice, J. Orient, R. Kelly, and S. Masaitis (all KPMG) regarding the tax treatment of debt issued by Toshiba, WEC US purchase of receivable from Mangiarotti, upcoming daily due diligence meetings, questions received from buyers, and upcoming due diligence calls. Scott Masaitis 11/2/17 Meeting with L. Reynolds and K. Brady (both Westinghouse), T. Paice, J. Orient, R. Kelly, and S. Masaitis (all KPMG) regarding the tax treatment of debt issued by Toshiba, WEC US purchase of receivable from Mangiarotti, upcoming daily due diligence meetings, questions received from buyers, and upcoming due diligence calls KPMG LLP Seventh Fee Application Page 12 of 257

14 Pg 14 of 258 Timothy Paice 11/2/17 Meeting with L. Reynolds and K. Brady (both Westinghouse), T. Paice, J. Orient, R. Kelly, and S. Masaitis (all KPMG) regarding the tax treatment of debt issued by Toshiba, WEC US purchase of receivable from Mangiarotti, upcoming daily due diligence meetings, questions received from buyers, and upcoming due diligence calls. Ryan Kelly 11/2/17 Meeting with L. Reynolds and K. Brady (both Westinghouse), T. Paice, J. Orient, R. Kelly, and S. Masaitis (all KPMG) regarding the tax treatment of debt issued by Toshiba, WEC US purchase of receivable from Mangiarotti, upcoming daily due diligence meetings, questions received from buyers, and upcoming due diligence calls. Earl Coleman 11/2/17 Review of charitable contribution adjustments for TYEs 03/31/1991 through 03/31/2017 to ensure proper recording on workpaper documentation (0.6); Drafted correspondence with M. Adelson (KPMG) regarding AMTI NOL carryover schedule (0.1). Ryan Kelly 11/2/17 Discussion with G. Yesenosky (Westinghouse) regarding the difference between list of open audits / audit correspondence and reconcile. Brittany Fox 11/2/17 Drafted responses to diligence request to send to R. Kelly (KPMG) in preparation for diligence call Bela Unell 11/2/17 Meeting with H. Steinberg, S. Masaitis, R. Kelly, B. Unell, J. Modzelewski, and B. Fox (all KPMG) regarding the EY Diligence questions and the plan preliminary responses on the cash tax and attribute reduction model for Advisors to Blackstone and Apollo. Brittany Fox 11/2/17 Meeting with H. Steinberg, S. Masaitis, R. Kelly, B. Unell, J. Modzelewski, and B. Fox (all KPMG) regarding the EY Diligence questions and the plan preliminary responses on the cash tax and attribute reduction model for Advisors to Blackstone and Apollo. Howard Steinberg 11/2/17 Meeting with H. Steinberg, S. Masaitis, R. Kelly, B. Unell, J. Modzelewski, and B. Fox (all KPMG) regarding the EY Diligence questions and the plan preliminary responses on the cash tax and attribute reduction model for Advisors to Blackstone and Apollo. John Modzelewski 11/2/17 Meeting with H. Steinberg, S. Masaitis, R. Kelly, B. Unell, J. Modzelewski, and B. Fox (all KPMG) regarding the EY Diligence questions and the plan preliminary responses on the cash tax and attribute reduction model for Advisors to Blackstone and Apollo KPMG LLP Seventh Fee Application Page 13 of 257

15 Pg 15 of 258 Ryan Kelly 11/2/17 Meeting with H. Steinberg, S. Masaitis, R. Kelly, B. Unell, J. Modzelewski, and B. Fox (all KPMG) regarding the EY Diligence questions and the plan preliminary responses on the cash tax and attribute reduction model for Advisors to Blackstone and Apollo. Scott Masaitis 11/2/17 Meeting with H. Steinberg, S. Masaitis, R. Kelly, B. Unell, J. Modzelewski, and B. Fox (all KPMG) regarding the EY Diligence questions and the plan preliminary responses on the cash tax and attribute reduction model for Advisors to Blackstone and Apollo. Cam Piasecki 11/2/17 Incorporated additional new support documentation to binder 2 to tie workpaper documentation to 1502 model to allow for data verification. Jeremy Orient 11/2/17 Meeting with D. Bowden (Westinghouse), J. Orient, and T. Paice (both KPMG) regarding both the legacy Wectec cash concentration balance and the post 12/31/2016 accounting methodology. Timothy Paice 11/2/17 Meeting with D. Bowden (Westinghouse), J. Orient, and T. Paice (both KPMG) regarding both the legacy Wectec cash concentration balance and the post 12/31/2016 accounting methodology. Jeremy Orient 11/2/17 Updated the tax basis balance sheet model while concurrently performing analysis around tax basis in cash concentration as it relates to potential excess loss accounts. Jeremy Orient 11/2/17 Analysis of legacy Cash Concentration balances in the WECTEC group as well as subsequent activity booked post 12/31/2015 which was centered around the tax basis in these amounts. Ryan Kelly 11/2/17 Reviewed EY diligence call agenda (0.6); Drafted preliminary responses (Bidder 1) based on review of model detail (0.8). Melanie Adelson 11/2/17 Manager review of alternative minimum tax carryforward schedule, , for Westinghouse Basis study Earl Coleman 11/2/17 Incorporated the AMT NOL Carryover schedule - Taxable income tab, AMTI Adjustment Summary Tab & AMTI tab (1.0); Incorporated the AMTI tab for AMTI NOL Carryover workpaper documentation for TYEs 03/31/1991 through 03/31/2017 (1.0). Zack Stewart 11/2/17 Created a consolidated summary of state tax returns needed from the client for purposes of the state and local tax team's state apportionment request. Michael Campagna 11/2/17 Sr. Manager review of first interim filing bankruptcy cost analysis documentation , , , KPMG LLP Seventh Fee Application Page 14 of 257

16 Pg 16 of 258 Earl Coleman 11/2/17 Meeting with M Campagna, M Adelson and E Coleman (all KPMG) regarding the Alternative Minimum Tax net operating loss taxable income schedules. Melanie Adelson 11/2/17 Meeting with M Campagna, M Adelson and E Coleman (all KPMG) regarding the Alternative Minimum Tax net operating loss taxable income schedules. Michael Campagna 11/2/17 Meeting with M Campagna, M Adelson and E Coleman (all KPMG) regarding the Alternative Minimum Tax net operating loss taxable income schedules. Jason Chan 11/2/17 Performed updates based on Manager's revisions to service provider description section of Westinghouse bankruptcy cost analysis for the 1st interim fee application opinion for the following providers: Proskauer Rose LLP (0.3); Togut, Segal & Segal LLP (1.2); and Weil, Gotshal & Manges LLP (0.7). Timothy Paice 11/2/17 Generated schedule illustrating the journal entries that created the cash concentration accounts at the WECTEC entities prior to the WECTEC group being on Westinghouse's SAP system. Sean Fitzpatrick 11/2/17 Updated the Pre-Bankruptcy Cost Analysis Binder per review comments received from M. Campagna (KPMG) on 11/2/2017 the purpose of preparing a deliverable for the client. Sean Fitzpatrick 11/2/17 Updated the corporate history PowerPoint with information received from the client concerning CE Nuclear Power Inc., Westinghouse Tech Licensing, PCI Energy Services, and WEC Receivable Company LLC for the purpose of preparing a deliverable for the client. Lydia Bull 11/2/17 Manager review of pre-bankruptcy cost analysis binder summarizing fees / expenses for the pre-bankruptcy cost analysis period to ensure all Sr. Manager comments. Sean Fitzpatrick 11/2/17 Updated the corporate history PowerPoint with information received from the client concerning BNFL USA Group, Inc., BNFL Instruments Ltd, PCI Energy Services, and WGNH Acquisition Company, LLC for the purpose of preparing a deliverable for the client. Zack Stewart 11/2/17 Identified files in a database listing provided by the client to extract state tax apportionment information as well as consolidate the request list for purposes of obtaining the apportionment information from the client in order to provide to our state and local tax group for their state tax analysis , , , , , , , , , KPMG LLP Seventh Fee Application Page 15 of 257

17 Pg 17 of 258 Jason Chan 11/2/17 Performed updates based on Manager's revisions to service provider description section of Westinghouse bankruptcy cost analysis for the 1st interim fee application opinion for the following providers: AP Services, LLC (0.4); Deloitte Financial Advisory Services LLP (0.6); Deloitte Transactions and Business Analytics LLP (0.6); and K&L Gates (2.3). Jason Chan 11/2/17 Performed updates based on Manager's revisions to service provider description section of Westinghouse bankruptcy cost analysis for the 1st interim fee application opinion for the following providers: KPMG LLP (1.3 ); PJT Partners LP ( 0.8); and Proskauer Rose LLP (1.8). Bela Unell 11/3/17 Meeting with M. Hoffenberg and B. Unell (both KPMG) regarding consequences of debt equity re-characterization at a disregarded LLC. Mark Hoffenberg 11/3/17 Meeting with M. Hoffenberg and B. Unell (both KPMG) regarding consequences of debt equity re-characterization at a disregarded LLC. Lydia Bull 11/3/17 Meeting with L Bull and M. Campagna (both KPMG) regarding the interim filing bankruptcy cost analysis documentation. Michael Campagna 11/3/17 Meeting with L Bull and M. Campagna (both KPMG) regarding the interim filing bankruptcy cost analysis documentation. Cam Piasecki 11/3/17 Created the inception to date report in 1502 model using latest model numbers in order to progress model analysis for client. Lydia Bull 11/3/17 Meeting with L. Bull and S. Fitzpatrick (both KPMG) regarding updating the pre-bankruptcy cost analysis binder summarizing fees and expenses. Sean Fitzpatrick 11/3/17 Meeting with L. Bull and S. Fitzpatrick (both KPMG) regarding updating the pre-bankruptcy cost analysis binder summarizing fees and expenses. Bela Unell 11/3/17 Drafted technical correspondence with M. Hoffenberg (KPMG) regarding Toshiba debt to WEC LLC. Kevin Wilkes 11/3/17 Reviewed a copy of intercompany loan summary (0.3); Drafted correspondence to B. Unell (KPMG) regarding the summary (0.1). Cam Piasecki 11/3/17 Updated taxable income workpaper documentation with new data in order to update the 1502 model for client analysis , , KPMG LLP Seventh Fee Application Page 16 of 257

18 Pg 18 of 258 Jeremy Orient 11/3/17 Meeting with B. Huffman, A. Vaughn (both Alix Partners), J. Orient, T. Paice, and D. Cusatis (all KPMG) regarding the Cash Concentration balances within the WecTec group. As well as a debrief on KPMG tax's meeting with D. Bowden (Westinghouse) on 11/2/2017 in regard to post 12/31/2015 activity included within the cash concentration balances of the WECTEC group. Dominic Cusatis 11/3/17 Meeting with B. Huffman, A. Vaughn (both Alix Partners), J. Orient, T. Paice, and D. Cusatis (all KPMG) regarding the Cash Concentration balances within the WecTec group. As well as a debrief on KPMG tax's meeting with D. Bowden (Westinghouse) on 11/2/2017 in regard to post 12/31/2015 activity included within the cash concentration balances of the WECTEC group. Timothy Paice 11/3/17 Meeting with B. Huffman, A. Vaughn (both Alix Partners), J. Orient, T. Paice, and D. Cusatis (all KPMG) regarding the Cash Concentration balances within the WecTec group. As well as a debrief on KPMG tax's meeting with D. Bowden (Westinghouse) on 11/2/2017 in regard to post 12/31/2015 activity included within the cash concentration balances of the WECTEC group. Earl Coleman 11/3/17 Meeting with M. Adelson and E. Coleman (all KPMG) regarding plans for updating charitable contributions and charitable contribution summary tabs in AMT NOL Carryover schedule along with updates to AMT Support document for Westinghouse basis study. Melanie Adelson 11/3/17 Meeting with M. Adelson and E. Coleman (all KPMG) regarding plans for updating charitable contributions and charitable contribution summary tabs in AMT NOL Carryover schedule along with updates to AMT Support document for Westinghouse basis study. Melanie Adelson 11/3/17 Meeting with M. Adelson and M. Campagna (both KPMG) regarding the Westinghouse stock basis deemed contributions / distributions for purpose of calculating state tax basis. Michael Campagna 11/3/17 Meeting with M. Adelson and M. Campagna (both KPMG) regarding the Westinghouse stock basis deemed contributions / distributions for purpose of calculating state tax basis. Earl Coleman 11/3/17 Reviewed recent updates to the AMT NOL carryover schedule. Mark Hoffenberg 11/3/17 Analysis regarding whether instrument advanced to disregard under US parent would deconsolidate subsidiaries KPMG LLP Seventh Fee Application Page 17 of 257

19 Pg 19 of 258 Bela Unell 11/3/17 Analyzed consequences of debt-equity issues with debt issued by (otherwise) disregarded LLC. Howard Steinberg 11/3/17 Meeting with H. Steinberg and R. Kelly (both KPMG) regarding diligence questions from Bidder 2. Ryan Kelly 11/3/17 Meeting with H. Steinberg and R. Kelly (both KPMG) regarding diligence questions from Bidder 2. Cam Piasecki 11/3/17 Meeting with M. Adelson and C. Piasecki (both KPMG) regarding the 1502 Model calculation error and reconciliation of issue for Westinghouse Basis study. Melanie Adelson 11/3/17 Meeting with M. Adelson and C. Piasecki (both KPMG) regarding the 1502 Model calculation error and reconciliation of issue for Westinghouse Basis study. Lydia Bull 11/3/17 Meeting with L. Bull and S. Fitzpatrick (both KPMG) regarding the Transaction Cost Regulations 1.263(a)-5 and the bankruptcy cost analysis. Sean Fitzpatrick 11/3/17 Meeting with L. Bull and S. Fitzpatrick (both KPMG) regarding the Transaction Cost Regulations 1.263(a)-5 and the bankruptcy cost analysis. Cam Piasecki 11/3/17 Continued, from 11/2/17, to create a multi-year separate company report in 1502 model using the latest model numbers in order to progress model analysis for client. Jeremy Orient 11/3/17 Manager review of 3/31/2017 provision along with its impact / deferred tax assets on tax basis balance sheet. Glenn Todd 11/3/17 Reviewed SALT conclusions on 108 along with other conformity issues. Howard Sklaroff 11/3/17 Draft seeking confirmation of PA's nonconformity with reduction of net losses under IRC 108 and follow-up conversation with PA DOR OCC Dominic Cusatis 11/3/17 Meeting with Alix team regarding the Intercompany Analysis. Leah Scott 11/3/17 Reviewed tax returns to confirm entity NOLs. States included AR (0.1), AZ (0.1), CA (0.1), CO (0.1), ME (0.1), MI (0.1), MN (0.1), MO (0.1), NE (0.1), NH (0.1), NM (0.1) Michael Campagna 11/3/17 Continued, from 11/02/2017, to review of first interim filing bankruptcy cost analysis documentation. Bela Unell 11/3/17 Meeting with B. Unell and K. Wilkes (both KPMG) regarding Bridge Loans (funds loaned from Toshiba to WEC LLC) and related U.S. federal income tax treatment, including implications for the group's tax attributes and their value to the bankruptcy estate KPMG LLP Seventh Fee Application Page 18 of 257

20 Pg 20 of 258 Kevin Wilkes 11/3/17 Meeting with B. Unell and K. Wilkes (both KPMG) regarding Bridge Loans (funds loaned from Toshiba to WEC LLC) and related U.S. federal income tax treatment, including implications for the group's tax attributes and their value to the bankruptcy estate Danielle Santoro 11/3/17 Reviewed filings to extract NOL data for Washington DC (0.2), Illinois (0.2), Kansas (0.2), Massachusetts (0.2), and Idaho (0.3) for TNES, Toshiba Nuclear, PAR Nuclear, and Wectec for a deliverable. Cam Piasecki 11/3/17 Updated workpaper documentation to update 1502 model in order to test run reports in model. Sean Fitzpatrick 11/3/17 Updated the Pre-Bankruptcy Cost Analysis Binder per review comments received from M. Campagna (KPMG) on 11/3/2017 the purpose of preparing a deliverable for the client. Scott Masaitis 11/3/17 Principal review of initial agendas provided by potential bidders relating to tax Due Diligence calls to be held during following week. Derek Jones 11/3/17 Performed research related to the PA treatment of attribute reduction for NOLs, conformity to IRC 108 and availability of attributes to a potential buyer. Sean Fitzpatrick 11/3/17 Prepared an information request list to send to the client for the purpose of attaining apportionment information per entity. Mike Paich 11/3/17 Continued to prepare the state tax attribute deliverable and NOL cash tax value for W538, W532, and W496. Michael Campagna 11/3/17 Continued, from 11/02/2017, to review of federal income tax allocation schedules Jason Chan 11/3/17 Performed updates based on Manager's revisions to service provider description section of Westinghouse bankruptcy cost analysis for the 1st interim fee application opinion for Weil, Gotshal & Manges LLP. Jeremy Orient 11/3/17 Updated the tax basis balance sheet for the WECTEC group, specifically related to intercompany account distribution/contribution scenarios (1.4) while concurrently preforming analysis to determine tax impact of scenarios (1.2). Mike Paich 11/3/17 Prepared the state tax attribute model deliverable and NOL designations to show cash tax value of any NOLs available for W538, W532, and W496. Melanie Adelson 11/3/17 Updated schedule of tax sharing for contributions / distribution of taxes for Westinghouse state tax basis, based on meeting with M Campagna (KPMG) , , , , , , , , KPMG LLP Seventh Fee Application Page 19 of 257

21 Pg 21 of 258 Jason Chan 11/3/17 Associate review of the service provider description section of Westinghouse bankruptcy cost analysis for the 1st interim fee application opinion. Lydia Bull 11/3/17 Manager review of service provider descriptions for 1st interim fee application period for the 1st interim fee application bankruptcy cost analysis opinion. Sean Fitzpatrick 11/3/17 Updated the corporate history PowerPoint with information received from the client concerning TSB FA Nuclear Energy Services Inc., TSB Nuclear Energy Investment US, WSW Acquisition Co., LLC, and CB&I Stone & Webster, Inc. for the purpose of preparing a deliverable for the client. Melanie Adelson 11/3/17 Manager review of alternative minimum tax carryforward schedule, , for Westinghouse Basis study Jeremy Orient 11/4/17 Updated the Tax Basis Balance sheet while concurrently testrunning different intercompany distribution scenarios for purposes of determining any gains that could be triggered through the creation of excess loss accounts. Brittany Fox 11/5/17 Meeting with H. Steinberg and B. Fox (both KPMG) regarding walk through questions on cash tax and attribute reduction model in preparation for diligence calls. Howard Steinberg 11/5/17 Meeting with H. Steinberg and B. Fox (both KPMG) regarding walk through questions on cash tax and attribute reduction model in preparation for diligence calls. Kevin Wilkes 11/5/17 Drafted a summary with respect to the bridge notes (Westinghouse Electric Company LLC issued notes in favor of Toshiba in exchange for Toshiba providing funding) and related U.S. tax treatment considerations in light of additional facts provided (1.2); Draft correspondence regarding the same to S. Masaitis and R. Kelly (both KPMG) for review (0.2). Cam Piasecki 11/6/17 Reviewed AMTI workpaper documentation while simultaneously revising made from day. Cam Piasecki 11/6/17 Reviewed the 1502 model to ensure proper AMTI adjustments, , , , , , Mike Paich 11/6/17 Reviewed inside basis calculations as of 11/6/ Cam Piasecki 11/6/17 Created the 1502 model AMTI Inception to Date Report (ITD)/(MY) Multi-year reports with most recent AMTI adjustment figures. Bela Unell 11/6/17 Meeting with H. Steinberg and B. Unell (both KPMG) regarding potential re-characterization issues associated with Toshiba 250m pre-filing loan Howard Steinberg 11/6/17 Meeting with H. Steinberg and B. Unell (both KPMG) regarding potential re-characterization issues associated with Toshiba 250m pre-filing loan KPMG LLP Seventh Fee Application Page 20 of 257

22 Pg 22 of 258 Dave Winsko 11/6/17 Meeting D. Sumner (Westinghouse), D. Cusatis and D. Winsko (both KPMG) regarding workstreams and current developments related to the bidders. Dominic Cusatis 11/6/17 Meeting D. Sumner (Westinghouse), D. Cusatis and D. Winsko (both KPMG) regarding workstreams and current developments related to the bidders. Dave Winsko 11/6/17 Prepared for upcoming call by reviewing the workstream related to the bidders. Scott Masaitis 11/6/17 Principal review of agendas provided by potential bidders relating to tax Due Diligence calls to be held with potential bidder #1 on 11/7/17. Cam Piasecki 11/6/17 Uploaded amended tax returns to Share drive and Orion folder for client referencing purposes. Dominic Cusatis 11/6/17 Meeting with S. Goldring, B. Brookstone, C. Marotta (all Weil) and S. Masaitis, D. Cusatis (partial attendance), H. Steinberg (partial attendance), and R. Kelly (all KPMG) to address D/E issues and review draft responses to diligence agendas for bidder 1 and 2. Derek Jones 11/6/17 Performed research related to the SALT treatment of CODI for Pennsylvania - conformity on federal requirement to write down NOLs (0.5); Drafted correspondence to R. Kelly (KPMG) with our conclusions (0.1). Ryan Kelly 11/6/17 Prepared for upcoming diligence call by reviewing diligence agendas for bidder 1 and 2. Melanie Adelson 11/6/17 Manager review of updated NOL allocation schedule from senior associate. Scott Krajna 11/6/17 Perfumed build-out Step 9C attribute summary showing post -11(c) amounts that will go into Step unified loss rule analysis. Timothy Paice 11/6/17 Sr. Manager review of the tax provision deferred revenue workpaper documentation. Howard Steinberg 11/6/17 Meeting with S. Goldring, B. Brookstone, C. Marotta (all Weil) and S. Masaitis, D. Cusatis (partial attendance), H. Steinberg (partial attendance), and R. Kelly (all KPMG) to address D/E issues and review draft responses to diligence agendas for bidder 1 and 2. Ryan Kelly 11/6/17 Meeting with S. Goldring, B. Brookstone, C. Marotta (all Weil) and S. Masaitis, D. Cusatis (partial attendance), H. Steinberg (partial attendance), and R. Kelly (all KPMG) to address D/E issues and review draft responses to diligence agendas for bidder 1 and KPMG LLP Seventh Fee Application Page 21 of 257