mew Doc 1405 Filed 09/27/17 Entered 09/27/17 13:45:44 Main Document Pg 1 of 245

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1 Pg 1 of 245 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 THIRD 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 JULY 1, 2017 THROUGH JULY 31, 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, ,298, Less 20% Holdback: 259, Amount of Expense Reimbursement Sought as Actual, Reasonable, and Necessary: 66, Total Fees and Expenses Due: 1,105, 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 245 EXHIBIT A Summary Of Hours and Fees Incurred By Professional Professional Position Total Hours Billed Hourly Rate Total Compensation Adam Murphy Sr. Associate-Tax Bela Unell Sr. Manager-Tax , Brad Clifton Manager-Advisory , Bradley Lancy Director-Advisory , Brian Hogan Director-Advisory , Brittany Fox Manager-Tax , Casey Nunez Sr. Manager-Tax , Chris Epright Sr. Associate-Tax , Daniel Kogan Associate-Advisory , Dave Winsko Partner-Tax , David Madden Partner-Tax , David Wheat Partner-Tax , David Yanchik Sr. Associate-Tax , Derek Jones Manager-Tax , Dominic Cusatis Partner-Tax Erik Lange Partner-Advisory , Glenn Todd Partner-Tax , Gregg Dektor Sr. Manager-Tax , Howard Steinberg Partner-Tax , Jack Kagan Sr. Associate-Advisory , Associate-Tax , John Modzelewski Sr. Manager-Tax , Karen Erickson Sr. Manager-Tax Karl Rible Sr. Associate-Tax , Kevin Wilkes Manager-Tax , Lyndsey Broderick Sr. Associate-Tax , Marcelo Gomes Manager-Advisory , Mark Hoffenberg Principal-Tax , Matt Locke Associate-Tax , Matthew Muscat Director-Advisory , Melanie Adelson Sr. Associate-Tax , Michael Campagna Sr. Manager-Tax , Mike Paich Associate-Tax , Milan Jakubcak Sr. Associate-Tax , Monica Plangman Associate Director-Bankruptcy , Ryan Kelly Sr. Manager-Tax , Scott Masaitis Principal-Tax , Scott Salmon Partner-Tax , Scott Shapiro Associate-Advisory , Sean Fitzpatrick Associate-Tax , Shawn Gillaspie Associate-Bankruptcy , KPMG LLP Third Fee Application Page 1 of 244

3 Pg 3 of 245 EXHIBIT A Summary Of Hours and Fees Incurred By Professional Professional Position Total Hours Billed Hourly Rate Total Compensation Ted Crowell Manager-Tax , Ted Stotzer Associate-Tax , Timothy Paice Sr. Manager-Tax , Tom Karayusuf Sr. Associate-Tax , Zack Stewart Associate-Tax , less 50% rate reduction - Non-Working Travel Time (29,126.50) Total Hours and Discounted Fees for Hourly Services 2, ,327, Subtotal Discounted Fees 1,327, Less voluntary reduction - Non-Working Travel Time (29,126.50) Total Fees Sought 1,298, Out of Pocket Expenses 66, Total Fees and Out of Pocket Expenses 1,364, less Holdback Adjustment (20%) (259,722.10) Actual Payment Sought 1,105, Blended Hourly Rate KPMG LLP Third Fee Application Page 2 of 244

4 Pg 4 of 245 EXHIBIT B Summary of Hours and Fees Incurred by Category Category Exhibit Hours Fees C1 1, , Bankruptcy Accounting Services C , Retention Services C Fee Statement and Fee Application Preparation Services C , Non Working Travel Time C Total Hours and Fees 2, ,298, KPMG LLP Third Fee Application Page 3 of 244

5 Pg 5 of 245 Chris Epright 7/1/17 Senior Associate review of KPMG 1502 model for tax period ended March 31, /1/17 Reviewing KPMG 1502 model to reconcile differences between our numbers and schedules listed in PBC documents and tax returns for tax years 2004 through 2006 Chris Epright 7/1/17 Senior Associate review of KPMG 1502 model for tax period ended March 31, /1/17 Reviewing KPMG 1502 model to reconcile differences between our numbers and schedules listed in PBC documents and tax returns for tax years 2000 through 2003 Chris Epright 7/1/17 Senior Associate review of KPMG 1502 model for tax period ended March 31, /1/17 Reviewing KPMG 1502 model to reconcile differences between our numbers and schedules listed in PBC documents and tax returns for tax years 1996 through 1999 Chris Epright 7/1/17 Senior Associate review of KPMG 1502 model for tax period ended March 31, 2004 Sean Fitzpatrick 7/1/17 Updated depreciation import templates, cleared import errors, and imported assets into Sage Fixed Assets to be used in the earnings & profits workstream. Chris Epright 7/2/17 Continued, from 7/1/17, to review of KPMG 1502 model for tax period ended March 31, 2005 Chris Epright 7/2/17 Senior Associate review of KPMG 1502 model for tax period ended March 31, 2006 Kevin Wilkes 7/3/17 Call with J. and K. Wilkes (both KPMG) regarding reconciling items between the corporate history, the 1502 model outputs, and the audited NOL schedule that was provided by Westinghouse which are important to the bankruptcy estate because they pertain to the aggregate value of the NOLs. 7/3/17 Call with J. and K. Wilkes (both KPMG) regarding reconciling items between the corporate history, the 1502 model outputs, and the audited NOL schedule that was provided by Westinghouse which are important to the bankruptcy estate because they pertain to the aggregate value of the NOLs. Chris Epright 7/3/17 Meeting with C. Epright and K. Wilkes (both KPMG) regarding reconciling items between the corporate history, the 1502 model outputs, and the audited NOL schedule provided by Westinghouse because they pertain to the aggregate value of the NOLs; also reviewed the corporate history deck to reflect the updated stock sales of certain entities, including BNFL Fuel Solutions, BNFL Savannah River Corp, BNFL Instruments Inc./BIL Solutions, Manufacturing Sciences Corporation, and Sierra Nuclear Corporation , , , KPMG LLP Third Fee Application Page 4 of 244

6 Pg 6 of 245 Kevin Wilkes 7/3/17 Meeting with C. Epright and K. Wilkes (both KPMG) regarding reconciling items between the corporate history, the 1502 model outputs, and the audited NOL schedule provided by Westinghouse because they pertain to the aggregate value of the NOLs; also reviewed the corporate history deck to reflect the updated stock sales of certain entities, including BNFL Fuel Solutions, BNFL Savannah River Corp, BNFL Instruments Inc./BIL Solutions, Manufacturing Sciences Corporation, and Sierra Nuclear Corporation. 7/3/17 Comparing KPMG 1502 model output to PBC documents for the purpose of determining why discrepancies exist for tax years 1998 through /3/17 Updated the KPMG 1502 model for updates made to NCND workpaper documentation for tax years 1996 through /3/17 Comparing KPMG 1502 model output to PBC documents for the purpose of determining why discrepancies exist for tax years 1996 through /3/17 Updated the KPMG 1502 model for updates made to NCND workpaper documentation for tax years 2008 through /3/17 Updated the NCND workpaper documentations per M. Campagna (KPMG) update comments for tax years 1996 through 1999 Kevin Wilkes 7/3/17 Research regarding BNFL Fuel Solutions, BNFL Savannah River Corp, BNFL Instruments Inc./BIL Solutions, Manufacturing Sciences Corporation, and Sierra Nuclear Corporation to gain insight as to the facts and circumstances surrounding the removal of these entities from the organizational chart as the disposition of these entities will impact available NOLs. 7/3/17 Updated NCND workpaper documentations per M. Campagna (KPMG) update comments for tax years 2012 through /3/17 Updated the NCND workpaper documentations per M. Campagna (KPMG) update comments for tax years 2000 through /3/17 Updated the NCND workpaper documentations per M. Campagna (KPMG) update comments for tax years 2007 through 2011 Chris Epright 7/4/17 Senior Associate review of KPMG 1502 model for tax period ended March 31, 2007 Chris Epright 7/4/17 Senior Associate review of KPMG 1502 model for tax period ended October 15, 2006 Dave Winsko 7/5/17 Discussion with D. Winsko and T. Paice (both KPMG) regarding the status of inside /outside basis reconciliation and expected time table , , KPMG LLP Third Fee Application Page 5 of 244

7 Pg 7 of 245 Timothy Paice 7/5/17 Discussion with D. Winsko and T. Paice (both KPMG) regarding the status of inside /outside basis reconciliation and expected time table. Scott Masaitis 7/5/17 Principal review of outside Tax Basis model prepared by KPMG team relating to initial basis / movement of corporate entities / NOL balances as it is material to our analysis. Scott Masaitis 7/5/17 Reviewed State and Local tax issues related to emergence scenarios. Ryan Kelly 7/5/17 Meeting with S. Fitzpatrick, K. Wilkes, T. Paice, C. Epright, M. Campagna, J., L. Broderick, R. Kelly, and Z. Stewart (all KPMG) Topics discussed: importing fixed assets into FAS and updating tax basis balance sheets, reviewing the APIC and M-2 workpaper documentation, allocating the AMT credit and reviewing the AMTI workpaper documentation, additional information request list, reconciling the stock basis workstream, updating the corporate history deck, reconciling the client's net operating losses to the corporate history deck and the 1502 model / discrepancies from the sale of some stock of entities that were not liquidated. Timothy Paice 7/5/17 Meeting with S. Fitzpatrick, K. Wilkes, T. Paice, C. Epright, M. Campagna, J., L. Broderick, R. Kelly, and Z. Stewart (all KPMG) Topics discussed: importing fixed assets into FAS and updating tax basis balance sheets, reviewing the APIC and M-2 workpaper documentation, allocating the AMT credit and reviewing the AMTI workpaper documentation, additional information request list, reconciling the stock basis workstream, updating the corporate history deck, reconciling the client's net operating losses to the corporate history deck and the 1502 model / discrepancies from the sale of some stock of entities that were not liquidated. Kevin Wilkes 7/5/17 Meeting with S. Fitzpatrick, K. Wilkes, T. Paice, C. Epright, M. Campagna, J., L. Broderick, R. Kelly, and Z. Stewart (all KPMG) Topics discussed: importing fixed assets into FAS and updating tax basis balance sheets, reviewing the APIC and M-2 workpaper documentation, allocating the AMT credit and reviewing the AMTI workpaper documentation, additional information request list, reconciling the stock basis workstream, updating the corporate history deck, reconciling the client's net operating losses to the corporate history deck and the 1502 model / discrepancies from the sale of some stock of entities that were not liquidated KPMG LLP Third Fee Application Page 6 of 244

8 Pg 8 of 245 7/5/17 Meeting with S. Fitzpatrick, K. Wilkes, T. Paice, C. Epright, M. Campagna, J., L. Broderick, R. Kelly, and Z. Stewart (all KPMG) Topics discussed: importing fixed assets into FAS and updating tax basis balance sheets, reviewing the APIC and M-2 workpaper documentation, allocating the AMT credit and reviewing the AMTI workpaper documentation, additional information request list, reconciling the stock basis workstream, updating the corporate history deck, reconciling the client's net operating losses to the corporate history deck and the 1502 model / discrepancies from the sale of some stock of entities that were not liquidated. Sean Fitzpatrick 7/5/17 Meeting with S. Fitzpatrick, K. Wilkes, T. Paice, C. Epright, M. Campagna, J., L. Broderick, R. Kelly, and Z. Stewart (all KPMG) Topics discussed: importing fixed assets into FAS and updating tax basis balance sheets, reviewing the APIC and M-2 workpaper documentation, allocating the AMT credit and reviewing the AMTI workpaper documentation, additional information request list, reconciling the stock basis workstream, updating the corporate history deck, reconciling the client's net operating losses to the corporate history deck and the 1502 model / discrepancies from the sale of some stock of entities that were not liquidated. Chris Epright 7/5/17 Meeting with S. Fitzpatrick, K. Wilkes, T. Paice, C. Epright, M. Campagna, J., L. Broderick, R. Kelly, and Z. Stewart (all KPMG) Topics discussed: importing fixed assets into FAS and updating tax basis balance sheets, reviewing the APIC and M-2 workpaper documentation, allocating the AMT credit and reviewing the AMTI workpaper documentation, additional information request list, reconciling the stock basis workstream, updating the corporate history deck, reconciling the client's net operating losses to the corporate history deck and the 1502 model / discrepancies from the sale of some stock of entities that were not liquidated KPMG LLP Third Fee Application Page 7 of 244

9 Pg 9 of 245 Lyndsey Broderick 7/5/17 Meeting with S. Fitzpatrick, K. Wilkes, T. Paice, C. Epright, M. Campagna, J., L. Broderick, R. Kelly, and Z. Stewart (all KPMG) Topics discussed: importing fixed assets into FAS and updating tax basis balance sheets, reviewing the APIC and M-2 workpaper documentation, allocating the AMT credit and reviewing the AMTI workpaper documentation, additional information request list, reconciling the stock basis workstream, updating the corporate history deck, reconciling the client's net operating losses to the corporate history deck and the 1502 model / discrepancies from the sale of some stock of entities that were not liquidated. Michael Campagna 7/5/17 Meeting with S. Fitzpatrick, K. Wilkes, T. Paice, C. Epright, M. Campagna, J., L. Broderick, R. Kelly, and Z. Stewart (all KPMG) Topics discussed: importing fixed assets into FAS and updating tax basis balance sheets, reviewing the APIC and M-2 workpaper documentation, allocating the AMT credit and reviewing the AMTI workpaper documentation, additional information request list, reconciling the stock basis workstream, updating the corporate history deck, reconciling the client's net operating losses to the corporate history deck and the 1502 model / discrepancies from the sale of some stock of entities that were not liquidated. Zack Stewart 7/5/17 Meeting with S. Fitzpatrick, K. Wilkes, T. Paice, C. Epright, M. Campagna, J., L. Broderick, R. Kelly, and Z. Stewart (all KPMG) Topics discussed: importing fixed assets into FAS and updating tax basis balance sheets, reviewing the APIC and M-2 workpaper documentation, allocating the AMT credit and reviewing the AMTI workpaper documentation, additional information request list, reconciling the stock basis workstream, updating the corporate history deck, reconciling the client's net operating losses to the corporate history deck and the 1502 model / discrepancies from the sale of some stock of entities that were not liquidated. Kevin Wilkes 7/5/17 Meeting with C. Epright and K. Wilkes (both KPMG) regarding reconciling items between the corporate history, the 1502 model outputs, and the audited NOL schedule provided by Westinghouse because they pertain to the aggregate value of the NOLs; also reviewed the corporate history deck to reflect the updated stock sales of certain entities, including BNFL Fuel Solutions, BNFL Savannah River Corp, BNFL Instruments Inc./BIL Solutions, Manufacturing Sciences Corporation, and Sierra Nuclear Corporation KPMG LLP Third Fee Application Page 8 of 244

10 Pg 10 of 245 Chris Epright 7/5/17 Meeting with C. Epright and K. Wilkes (both KPMG) regarding reconciling items between the corporate history, the 1502 model outputs, and the audited NOL schedule provided by Westinghouse because they pertain to the aggregate value of the NOLs; also reviewed the corporate history deck to reflect the updated stock sales of certain entities, including BNFL Fuel Solutions, BNFL Savannah River Corp, BNFL Instruments Inc./BIL Solutions, Manufacturing Sciences Corporation, and Sierra Nuclear Corporation. Scott Masaitis 7/5/17 Meeting with E. Lange, B. Hogan, B. Lancy, and S Masaitis (all KPMG) regarding the current bankruptcy accounting and tax restructuring issues including accounting/tax impacts of the various exit scenarios contemplated by Westinghouse management. Kevin Wilkes 7/5/17 Meeting with J. and K. Wilkes (both KPMG) regarding reconciling items between the corporate history, the 1502 model outputs, and the audited NOL schedule provided by Westinghouse because they pertain to the aggregate value of the NOLs. 7/5/17 Meeting with J. and K. Wilkes (both KPMG) regarding reconciling items between the corporate history, the 1502 model outputs, and the audited NOL schedule provided by Westinghouse because they pertain to the aggregate value of the NOLs. Sean Fitzpatrick 7/5/17 Imported "4Q State Income Tax Expense Calc State Tax updated", "State ETR OK KB", and "2009 AMT NOL Utilization" files received from the client into KPMG's document management system to later be used in the alternative minimum taxable income, alternative minimum tax credit, and stock basis work streams. Chris Epright 7/5/17 Senior Associate review of KPMG 1502 model for tax period ended March 31, 2012 Michael Campagna 7/5/17 Senior Manager preparation of stock and asset basis reconciliation template to be used to standardize reconciliation process for all relevant subsidiaries. Zack Stewart 7/5/17 Discussion with Z. Stewart, L. Broderick, and M. Campagna (all KPMG) regarding adjustments to retained earnings seen in tax returns Michael Campagna 7/5/17 Discussion with Z. Stewart, L. Broderick, and M. Campagna (all KPMG) regarding adjustments to retained earnings seen in tax returns Michael Campagna 7/5/17 Discussion with Z. Stewart, L. Broderick, and M. Campagna (all KPMG) regarding adjustments to retained earnings seen in tax returns KPMG LLP Third Fee Application Page 9 of 244

11 Pg 11 of 245 Lyndsey Broderick 7/5/17 Discussion with Z. Stewart, L. Broderick, and M. Campagna (all KPMG) regarding adjustments to retained earnings seen in tax returns Chris Epright 7/5/17 Senior Associate review of KPMG 1502 model for tax period ended March 31, 2013 Michael Campagna 7/5/17 Senior Manager review of PaR Holdings et al acquisition and pre-acquisition transaction steps and analyze impact to stock basis calculations specifically the opening basis of the PaR Holdings entities acquired. Chris Epright 7/5/17 Senior Associate review of KPMG 1502 model for tax period ended March 31, 2008 Chris Epright 7/5/17 Senior Associate review of KPMG 1502 model for tax period ended March 31, 2009 Chris Epright 7/5/17 Senior Associate review of KPMG 1502 model for tax period ended March 31, 2010 Chris Epright 7/5/17 Senior Associate review of KPMG 1502 model for tax period ended March 31, 2011 Chris Epright 7/5/17 Senior Associate review of KPMG 1502 model for tax period ended March 31, 2015 Michael Campagna 7/5/17 Senior Manager review of detailed stock basis adjustments made to KPMG stock basis model for the relevant subsidiaries for the years 3/31/2002, 2003 and 2004 Sean Fitzpatrick 7/5/17 Reviewed tax depreciation report from Sage Fixed Assets to revise the data prior to T. Paice (KPMG) review. Chris Epright 7/5/17 Senior Associate review of KPMG 1502 model for tax period ended March 31, /5/17 Review KPMG 1502 model input for tax years 1996 through 1997 Milan Jakubcak 7/5/17 Continued, same day, updating tax claims summary schedule with new bankruptcy tax claims submitted to KCC claims administrator by Texas Comptroller of Public Accounts. Lyndsey Broderick 7/5/17 Reviewed corporate history IRL (Information Request List) for adjustments flagged for further support. Lyndsey Broderick 7/5/17 Meeting with M. Campagna and L. Broderick (both KPMG) regarding the tax returns adjustments / relationship to corporate history deck. Michael Campagna 7/5/17 Meeting with M. Campagna and L. Broderick (both KPMG) regarding the tax returns adjustments / relationship to corporate history deck. 7/5/17 Re-run KPMG 1502 outside basis tax model to compare updated inputs with old schedules to reconcile differences in outside tax basis with PBC schedule. 7/5/17 Review KPMG 1502 model input for tax years 1998 through /5/17 Review KPMG 1502 model input for tax years 2000 through KPMG LLP Third Fee Application Page 10 of 244

12 Pg 12 of 245 Kevin Wilkes 7/5/17 Prepared KPMG's workpaper documentation to map AMT credits to individual companies in order for the computation to update the model to take into account TSB Nuclear Energy Services Inc.'s impact on the Westinghouse Group's regular tax liabilities for the taxable year ending March 31, 2012 (0.9); Updated the regular tax implications with respect to the Forms 1120X (taxable year ending March 31, 2012 involved two Forms 1120X) (0.6) Kevin Wilkes 7/5/17 Prepared KPMG's workpaper documentation to map AMT credits to individual companies in order for the computation to update the model to take into account TSB Nuclear Energy Services Inc.'s impact on the Westinghouse Group's regular tax liabilities as the Group's regular tax liability for the taxable year ending March 31, Kevin Wilkes 7/5/17 Prepared KPMG's workpaper documentation to map AMT credits to individual companies in order for the computation to update the model to take into account TSB Nuclear Energy Services Inc.'s impact on the Westinghouse Group's regular tax liabilities for the taxable year ending March 31, Kevin Wilkes 7/5/17 Prepared KPMG's workpaper documentation to map AMT credits to individual companies in order for the computation to be accurate / update the model to take into account TSB Nuclear Energy Services Inc.'s impact on the Westinghouse Group's regular tax liabilities as the Group's regular tax liability is an important component in determining AMT with a focus on the taxable year ending March 31, Timothy Paice 7/5/17 Evaluated the fixed asset report for WECTEC Global / subsidiaries to consider where the assets are located for purposes of depreciation projections. Glenn Todd 7/5/17 Reviewed workplans, workstreams and potential issues to be addressed regarding federal consolidated return regulations Scott Masaitis 7/5/17 Discussion with S. Masaitis (KPMG) and J. (KPMG) regarding outside tax basis regarding 3/31/06 transactions 7/5/17 Discussions with S. Masaitis (KPMG) and J. (KPMG) regarding outside tax basis regarding 3/31/06 transactions Michael Campagna 7/5/17 Discussion with M. Campagna and L. Broderick (both KPMG) regarding updating corporate history IRL. Lyndsey Broderick 7/5/17 Discussion with M. Campagna and L. Broderick (both KPMG) regarding updating corporate history IRL. Scott Masaitis 7/5/17 Discussion with S. Masaitis (KPMG) and J. regarding the outside tax basis regarding 10/15/06 transactions , , , , , , , , , KPMG LLP Third Fee Application Page 11 of 244

13 Pg 13 of 245 7/5/17 Discussion with S. Masaitis (KPMG) and J. regarding the outside tax basis regarding 10/15/06 transactions Zack Stewart 7/5/17 Analyzed outside stock basis model while concurrently updating to finalize the model. Lyndsey Broderick 7/5/17 Reviewed corporate history IRL (Information Request List) for revisions made by KPMG team. Timothy Paice 7/5/17 Reviewed the updated fixed asset importation file for (3) legal entities to ensure the appropriate property will be reflected in the projected depreciation runs. Zack Stewart 7/5/17 Updated the information request list for the schedule M-2 along with the additional paid in capital workpaper documentation. Sean Fitzpatrick 7/5/17 Updated depreciation import templates to address T. Paice (KPMG) review. Timothy Paice 7/5/17 Updated the WEC LLC importation template on the 40,000+ fixed assets in order to project depreciation expense. Milan Jakubcak 7/5/17 Updated tax claims summary schedule with new bankruptcy tax claims submitted to KCC claims administrator by Texas Comptroller of Public Accounts. Sean Fitzpatrick 7/5/17 Prepared assets into Sage Fixed Assets in order to calculate depreciation for attribute reduction purposes. Ryan Kelly 7/6/17 Meeting with R. Kelly and K. Wilkes (both KPMG) regarding discrepancies in client NOL schedules Kevin Wilkes 7/6/17 Meeting with R. Kelly and K. Wilkes (both KPMG) regarding discrepancies in client NOL schedules Scott Masaitis 7/6/17 Prepared for upcoming meeting with the client by reviewing the current status of the tax work streams. John Modzelewski 7/6/17 Meeting with S. Fitzpatrick, K. Wilkes, T. Paice, M. Campagna, J., L. Broderick, J. Modzelewski, and Z. Stewart (all KPMG) Topics discussed- reconciling fixed assets information and depreciation reports, state and local tax state basis model, allocating the AMT credit and reviewing the AMTI workpaper documentation, reconciling the stock basis model, preparation regarding the NOL reconciliation for the stock basis model, begin reconciling inside / outside basis. Kevin Wilkes 7/6/17 Meeting with S. Fitzpatrick, K. Wilkes, T. Paice, M. Campagna, J., L. Broderick, J. Modzelewski, and Z. Stewart (all KPMG) Topics discussed- reconciling fixed assets information and depreciation reports, state and local tax state basis model, allocating the AMT credit and reviewing the AMTI workpaper documentation, reconciling the stock basis model, preparation regarding the NOL reconciliation for the stock basis model, begin reconciling inside / outside basis , , , , , , , KPMG LLP Third Fee Application Page 12 of 244

14 Pg 14 of 245 Timothy Paice 7/6/17 Meeting with S. Fitzpatrick, K. Wilkes, T. Paice, M. Campagna, J., L. Broderick, J. Modzelewski, and Z. Stewart (all KPMG) Topics discussed- reconciling fixed assets information and depreciation reports, state and local tax state basis model, allocating the AMT credit and reviewing the AMTI workpaper documentation, reconciling the stock basis model, preparation regarding the NOL reconciliation for the stock basis model, begin reconciling inside / outside basis. Michael Campagna 7/6/17 Meeting with S. Fitzpatrick, K. Wilkes, T. Paice, M. Campagna, J., L. Broderick, J. Modzelewski, and Z. Stewart (all KPMG) Topics discussed- reconciling fixed assets information and depreciation reports, state and local tax state basis model, allocating the AMT credit and reviewing the AMTI workpaper documentation, reconciling the stock basis model, preparation regarding the NOL reconciliation for the stock basis model, begin reconciling inside / outside basis. 7/6/17 Meeting with S. Fitzpatrick, K. Wilkes, T. Paice, M. Campagna, J., L. Broderick, J. Modzelewski, and Z. Stewart (all KPMG) Topics discussed- reconciling fixed assets information and depreciation reports, state and local tax state basis model, allocating the AMT credit and reviewing the AMTI workpaper documentation, reconciling the stock basis model, preparation regarding the NOL reconciliation for the stock basis model, begin reconciling inside / outside basis. Sean Fitzpatrick 7/6/17 Meeting with S. Fitzpatrick, K. Wilkes, T. Paice, M. Campagna, J., L. Broderick, J. Modzelewski, and Z. Stewart (all KPMG) Topics discussed- reconciling fixed assets information and depreciation reports, state and local tax state basis model, allocating the AMT credit and reviewing the AMTI workpaper documentation, reconciling the stock basis model, preparation regarding the NOL reconciliation for the stock basis model, begin reconciling inside / outside basis. Lyndsey Broderick 7/6/17 Meeting with S. Fitzpatrick, K. Wilkes, T. Paice, M. Campagna, J., L. Broderick, J. Modzelewski, and Z. Stewart (all KPMG) Topics discussed- reconciling fixed assets information and depreciation reports, state and local tax state basis model, allocating the AMT credit and reviewing the AMTI workpaper documentation, reconciling the stock basis model, preparation regarding the NOL reconciliation for the stock basis model, begin reconciling inside / outside basis KPMG LLP Third Fee Application Page 13 of 244

15 Pg 15 of 245 Zack Stewart 7/6/17 Meeting with S. Fitzpatrick, K. Wilkes, T. Paice, M. Campagna, J., L. Broderick, J. Modzelewski, and Z. Stewart (all KPMG) Topics discussed- reconciling fixed assets information and depreciation reports, state and local tax state basis model, allocating the AMT credit and reviewing the AMTI workpaper documentation, reconciling the stock basis model, preparation regarding the NOL reconciliation for the stock basis model, begin reconciling inside / outside basis. Kevin Wilkes 7/6/17 Prepared KPMG's workpaper documentation to map AMT credits to individual companies in order for the computation to update the model to take into account TSB Nuclear Energy Services Inc.'s impact on the Westinghouse Group's regular tax liabilities for the taxable year ending March 31, 2014, to include this year in the calculation, noting there is no AMT liability for this period due to net operating loss. Timothy Paice 7/6/17 Meeting with D Winsko (KPMG) and B. Heinricher, K. Brady and G. Laughlin (all Westinghouse) regarding the accounting and tax implications of an impairment to the intercompany receivable in the UK. Scott Masaitis 7/6/17 Meeting with K. Brady, B. Heinricher, L. Reynolds (all Westinghouse), S. Masaitis, D. Winsko, M. Campagna, and K. Wilkes (all KPMG) regarding reconciling inside asset basis with outside stock basis. Kevin Wilkes 7/6/17 Meeting with K. Brady, B. Heinricher, L. Reynolds (all Westinghouse), S. Masaitis, D. Winsko, M. Campagna, and K. Wilkes (all KPMG) regarding reconciling inside asset basis with outside stock basis. Michael Campagna 7/6/17 Meeting with K. Brady, B. Heinricher, L. Reynolds (all Westinghouse), S. Masaitis, D. Winsko, M. Campagna, and K. Wilkes (all KPMG) regarding reconciling inside asset basis with outside stock basis. Dave Winsko 7/6/17 Meeting with K. Brady, B. Heinricher, L. Reynolds (all Westinghouse), S. Masaitis, D. Winsko, M. Campagna, and K. Wilkes (all KPMG) regarding reconciling inside asset basis with outside stock basis. Lyndsey Broderick 7/6/17 Meeting with S. Masaitis, L. Broderick and C. Nunez (all KPMG) regarding the basis narrative Scott Masaitis 7/6/17 Meeting with S. Masaitis, L. Broderick and C. Nunez (all KPMG) regarding the basis narrative Casey Nunez 7/6/17 Meeting with S. Masaitis, L. Broderick and C. Nunez (all KPMG) regarding the basis narrative Dave Winsko 7/6/17 Meeting with T Paice (KPMG) and B. Heinricher, K. Brady and G. Laughlin (all Westinghouse) regarding the accounting and tax implications of an impairment to the intercompany receivable in the UK KPMG LLP Third Fee Application Page 14 of 244

16 Pg 16 of 245 Timothy Paice 7/6/17 Prepared inside / outside basis differences for the WECTEC group to show the impact of the intercompany differences Casey Nunez 7/6/17 Prepared listing of documents provided by client for incorporation into stock basis study narrative. Sean Fitzpatrick 7/6/17 Reviewed the alternative minimum taxable income workpaper to assist in T. Paice (KPMG) review and to clarify the functionality of the workpaper documentation. Michael Campagna 7/6/17 Discussion with M. Campagna and L. Broderick (both KPMG) regarding the latest version of the basis narrative Lyndsey Broderick 7/6/17 Discussion with M. Campagna and L. Broderick (both KPMG) regarding the latest version of the stock basis narrative Casey Nunez 7/6/17 Prepared historical separate company narratives for stock basis study. Scott Masaitis 7/6/17 Discussion with S. Masaitis, J, and C. Epright (all KPMG) regarding the datamine file / KPMG 1502 model data into separate files Chris Epright 7/6/17 Discussion with S. Masaitis, J, and C. Epright (all KPMG) regarding the datamine file / KPMG 1502 model data into separate files 7/6/17 Discussions with S. Masaitis, J. and C. Epright (all KPMG) regarding the datamine file / KPMG 1502 model data into separate files Lyndsey Broderick 7/6/17 Drafted stock basis narrative for company # Lyndsey Broderick 7/6/17 Drafted stock basis narrative for company # Lyndsey Broderick 7/6/17 Drafted stock basis narrative for company # Timothy Paice 7/6/17 Meeting with B. Heinricher, K. Brady and L. Reynolds (all Westinghouse) regarding the status of the overall engagement and inquire regarding additional issues. Kevin Wilkes 7/6/17 Prepared KPMG's workpaper documentation to map AMT credits to individual companies in order for the computation to update the model to take into account TSB Nuclear Energy Services Inc.'s impact on the Westinghouse Group's regular tax liabilities for the taxable year ending March 31, 2013, to include this year in the calculation, noting there is no AMT liability for this period due to net operating loss Sean Fitzpatrick 7/6/17 Imported "Tax Westinghouse Contingent consideration / GW impairment (Jun 6 17)_FINAL", "Tax Westinghouse WECTEC Purchase Accounting Model ", and "Tax Opening Balance Sheet Accounting FINAL" files into Orion tracker workpaper documentation to later be used in the 1502 model and tax basis balance sheet reconciliation. Lyndsey Broderick 7/6/17 Reviewed IRL (Information Request List) for changes in stated capital that have an effect on stock basis KPMG LLP Third Fee Application Page 15 of 244

17 Pg 17 of 245 Scott Masaitis 7/6/17 Performed reconciliation to the inside / outside tax basis for entities in the structure chart acquired in 338(h)(10) transactions. Casey Nunez 7/6/17 Prepared the statement of facts for stock basis representations letter (tax years ). Kevin Wilkes 7/6/17 Prepared KPMG's workpaper documentation to map AMT credits to individual companies in order for the computation to update the model to take into account TSB Nuclear Energy Services Inc.'s impact on the Westinghouse Group's regular tax liabilities as the Group's regular tax liability for the taxable year ending March 31, , Lyndsey Broderick 7/6/17 Drafted stock basis narrative for company # Kevin Wilkes 7/6/17 Prepared KPMG's workpaper documentation to map AMT , credits to individual companies in order for the computation to update the model to take into account TSB Nuclear Energy Services Inc.'s impact on the Westinghouse Group's regular tax liabilities as the Group's regular tax liability for the taxable year ending March 31, Lyndsey Broderick 7/6/17 Reviewed IRL (Information Request List) for adjustments to retained earnings that have an effect on stock basis. Kevin Wilkes 7/6/17 Reviewed the consolidated return for the taxable year ending 3/31/2008 return, IRS revenue agent report adjustments, and related Westinghouse workpaper documentation germane to AMT NOL utilization (1.2); Updated the AMT contained within the revenue agent report (0.8) , Timothy Paice 7/6/17 Reviewed the fixed asset reports for approximately 48,000+ assets to ensure that the depreciation forecast is being calculated appropriately. Zack Stewart 7/6/17 Analyzed tax returns for permanent / temporary items related to TSB Nuclear Energy Services to update the items into the reconciliation workpaper documentation in order to reconcile inside / outside basis. Scott Masaitis 7/6/17 Discussion with S. Masaitis, J. and C. Epright (all KPMG) regarding the review of the KPMG 1502 model inputs for tax years 1996 through /6/17 Discussion with S. Masaitis, J. and C. Epright (all KPMG) regarding the review of the KPMG 1502 model inputs for tax years 1996 through Chris Epright 7/6/17 Discussion with S. Masaitis, J. and C. Epright (all KPMG) regarding the review of the KPMG 1502 model inputs for tax years 1996 through , , , Casey Nunez 7/6/17 Drafted narrative of stock basis study assumptions , Casey Nunez 7/6/17 Drafted narrative of stock basis study methodology , KPMG LLP Third Fee Application Page 16 of 244

18 Pg 18 of 245 Michael Campagna 7/6/17 Senior Manager review of revisions in stated capital / retained earnings of the relevant subsidiaries for purposes of determining the potential for any stock basis adjustments. Michael Campagna 7/6/17 Senior Manager review of WECTEC acquisition agreements / purchase price allocations to determine impact on opening stock basis calculations for each subsidiary. 7/6/17 Updated KPMG 1502 model based on M. Campagna (KPMG) comments regarding initial basis. Michael Campagna 7/6/17 Senior Manager review of revisions made to corporate history slide deck / narrative word document to be included in statement of facts and representations to be provided to the client in connection with the stock basis analysis. Zack Stewart 7/6/17 Analyzed tax returns for permanent / temporary items related to TSB Nuclear Energy Services to update items into the reconciliation workpaper documentation in order to reconcile inside / outside basis. Zack Stewart 7/6/17 Analyzed tax returns for permanent / temporary items related to TSB Nuclear Energy Services to update items into the reconciliation workpaper documentation in order to reconcile inside / outside basis. Timothy Paice 7/6/17 Meeting with S. Fitzpatrick and T. Paice (both KPMG) regarding the reconciled depreciation output from Sage Fixed Assets to Fixed asset data provided by the Westinghouse. Sean Fitzpatrick 7/6/17 Meeting with S. Fitzpatrick and T. Paice (both KPMG) regarding the reconciled depreciation output from Sage Fixed Assets to Fixed asset data provided by the Westinghouse. Sean Fitzpatrick 7/6/17 Updated assets within Sage Fixed Assets to address T. Paice (KPMG) review comments. Kevin Wilkes 7/7/17 Evaluated the Fauske and Associates formation documents, minutes, and operating agreement, identifying relevant items to provide the documents to L. Broderick and Z. Stewart (both KPMG) to incorporate into KPMG workpaper documentation. Kevin Wilkes 7/7/17 Evaluated the PaR Acquisition including formation documents, minutes, and bylaws, identifying relevant items to provide the documents to L. Broderick and Z. Stewart (both KPMG) to incorporate into KPMG workpaper documentation. Kevin Wilkes 7/7/17 Evaluated the Par Holdco including formation documents, minutes, and bylaws, identifying relevant items to provide the documents to L. Broderick and Z. Stewart (both KPMG) to incorporate into KPMG workpaper documentation , , , , , , , , , KPMG LLP Third Fee Application Page 17 of 244

19 Pg 19 of 245 Kevin Wilkes 7/7/17 Evaluated the PaR Nuclear Inc. including formation documents, minutes, and bylaws, identifying relevant items to provide the documents to L. Broderick and Z. Stewart (both KPMG) to incorporate into KPMG workpaper documentation. Kevin Wilkes 7/7/17 Evaluated the PCI Services LLC and Inc. including formation documents, minutes, subscription offer, and LLC agreement, identifying relevant items to provide the documents to L. Broderick and Z. Stewart (both KPMG) to incorporate into KPMG workpaper documentation. Kevin Wilkes 7/7/17 Evaluated the PN Services including formation documents, minutes, and LLC agreement, identifying relevant items to provide the documents to L. Broderick and Z. Stewart (both KPMG) to incorporate into KPMG workpaper documentation. Kevin Wilkes 7/7/17 Evaluated the WEC Foreign Sales Corp including formation documents, minutes, stock certificates, and bylaws, identifying relevant items to provide the documents to L. Broderick and Z. Stewart (both KPMG) to incorporate into KPMG workpaper documentation. Kevin Wilkes 7/7/17 Evaluated the WEC Receivables Company LLC including the formation documents, minutes, Bill of Sale agreement, and LLC agreement, identifying relevant items to provide the documents to L. Broderick and Z. Stewart (both KPMG) to incorporate into KPMG workpaper documentation. Kevin Wilkes 7/7/17 Evaluated the Wesdyne International LLC including the Formation documents, minutes, and operating agreement, identifying relevant items to provide the documents to L. Broderick and Z. Stewart (both KPMG) to incorporate into KPMG workpaper documentation. Kevin Wilkes 7/7/17 Evaluated the Westinghouse Energy Systems Japan LLC including formation documents, certificate of merger, and merger agreement, identifying relevant items to provide the documents to L. Broderick and Z. Stewart (both KPMG) to incorporate into KPMG workpaper documentation. Kevin Wilkes 7/7/17 Evaluated the Westinghouse Energy Systems LLC including formation documents, minutes, and operating agreement, identifying relevant items to provide the documents to L. Broderick and Z. Stewart (both KPMG) to incorporate into KPMG workpaper documentation. Kevin Wilkes 7/7/17 Evaluated the Westinghouse Industry Productions International Company LLC including formation documents, minutes, and operating agreement, identifying relevant items to provide the documents to L. Broderick and Z. Stewart (both KPMG) to incorporate into KPMG workpaper documentation KPMG LLP Third Fee Application Page 18 of 244

20 Pg 20 of 245 Kevin Wilkes 7/7/17 Evaluated the Westinghouse International Technology LLC including formation documents, minutes, and LLC operating agreement, identifying relevant items to provide the documents to L. Broderick and Z. Stewart (both KPMG) to incorporate into KPMG workpaper documentation. Kevin Wilkes 7/7/17 Evaluated the Westinghouse Sistemas Energeticos Espafla LLC including formation documents, minutes, and LLC operating agreement, identifying relevant items to provide the documents to L. Broderick and Z. Stewart (both KPMG) to incorporate into KPMG workpaper documentation. Kevin Wilkes 7/7/17 Evaluated the Westinghouse Technology Licensing Company LLC including formation documents, minutes, and the technology transfer and support agreement, identifying relevant items to provide the documents to L. Broderick and Z. Stewart (both KPMG) to incorporate into KPMG workpaper documentation. Kevin Wilkes 7/7/17 Evaluated Westinghouse International Products Company including formation documents, minutes, and LLC operating agreement, identifying relevant items to provide the documents to L. Broderick and Z. Stewart (both KPMG) to incorporate into KPMG workpaper documentation. Zack Stewart 7/7/17 Call with L. Broderick, K. Wilkes and Z. Stewart (all KPMG) regarding key sources of documentation to support the corporate history of each U.S. entity in the Westinghouse Group, fill in gaps, and support the outside basis calculations. Lyndsey Broderick 7/7/17 Call with L. Broderick, K. Wilkes and Z. Stewart (all KPMG) regarding key sources of documentation to support the corporate history of each U.S. entity in the Westinghouse Group, fill in gaps, and support the outside basis calculations. Kevin Wilkes 7/7/17 Call with L. Broderick, K. Wilkes and Z. Stewart (all KPMG) regarding key sources of documentation to support the corporate history of each U.S. entity in the Westinghouse Group, fill in gaps, and support the outside basis calculations. Casey Nunez 7/7/17 Continuation of Preparation of statement of facts for stock basis representations letter(3/31/2009 and 2000 tax year) Kevin Wilkes 7/7/17 Evaluated the ABB CE Nuclear (now CE Nuclear) formation documents, minutes, and bylaws, identifying relevant items to provide the documents to L. Broderick and Z. Stewart (both KPMG) to incorporate into KPMG workpaper documentation KPMG LLP Third Fee Application Page 19 of 244

21 Pg 21 of 245 Timothy Paice 7/7/17 Meeting with S. Fitzpatrick, K. Wilkes, T. Paice, M. Campagna, L. Broderick, and Z. Stewart (all KPMG) Topics discussed updating assets within Sage Fixed Assets, allocating the AMT credit and reviewing the AMTI workpaper documentation, discuss stock basis / tax basis balance sheets, latest update to the corporate history narrative, reconciling inside / outside basis. Kevin Wilkes 7/7/17 Meeting with S. Fitzpatrick, K. Wilkes, T. Paice, M. Campagna, L. Broderick, and Z. Stewart (all KPMG) Topics discussed updating assets within Sage Fixed Assets, allocating the AMT credit and reviewing the AMTI workpaper documentation, discuss stock basis / tax basis balance sheets, latest update to the corporate history narrative, reconciling inside / outside basis. Chris Epright 7/7/17 Meeting with S. Fitzpatrick, K. Wilkes, T. Paice, M. Campagna, L. Broderick, and Z. Stewart (all KPMG) Topics discussed updating assets within Sage Fixed Assets, allocating the AMT credit and reviewing the AMTI workpaper documentation, discuss stock basis / tax basis balance sheets, latest update to the corporate history narrative, reconciling inside / outside basis. Sean Fitzpatrick 7/7/17 Meeting with S. Fitzpatrick, K. Wilkes, T. Paice, M. Campagna, L. Broderick, and Z. Stewart (all KPMG) Topics discussed updating assets within Sage Fixed Assets, allocating the AMT credit and reviewing the AMTI workpaper documentation, discuss stock basis / tax basis balance sheets, latest update to the corporate history narrative, reconciling inside / outside basis. Michael Campagna 7/7/17 Meeting with S. Fitzpatrick, K. Wilkes, T. Paice, M. Campagna, L. Broderick, and Z. Stewart (all KPMG) Topics discussed updating assets within Sage Fixed Assets, allocating the AMT credit and reviewing the AMTI workpaper documentation, discuss stock basis / tax basis balance sheets, latest update to the corporate history narrative, reconciling inside / outside basis. Zack Stewart 7/7/17 Meeting with S. Fitzpatrick, K. Wilkes, T. Paice, M. Campagna, L. Broderick, and Z. Stewart (all KPMG) Topics discussed updating assets within Sage Fixed Assets, allocating the AMT credit and reviewing the AMTI workpaper documentation, discuss stock basis / tax basis balance sheets, latest update to the corporate history narrative, reconciling inside / outside basis KPMG LLP Third Fee Application Page 20 of 244