SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
[X] Annual report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the fiscal year ended December 31, 1998
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OR
[ ] Transition report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 for the transition period from
to
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SAN DIEGO GAS & ELECTRIC COMPANY
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(Exact name of registrant as specified in its charter)
CALIFORNIA 1-3779 95-1184800
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(State of incorporation (Commission (I.R.S. Employer
or organization) File Number) Identification No.
8326 CENTURY PARK COURT, SAN DIEGO, CALIFORNIA 92123
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (619)696-2000
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SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Name of each exchange
Title of each class on which registered
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Preference Stock (Cumulative) American
Without Par Value (except $1.70 and $1.7625 Series)
Cumulative Preferred Stock, $20 Par Value
(except 4.60% Series)
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: None
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months and
(2) has been subject to such filing requirements for the past 90
days. Yes [ X ] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K is not contained herein, and will not
be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part
III of this Form 10-K or any amendment to this Form 10-K. [ ]
Exhibit Index on page 68. Glossary on page 76.
Aggregate market value of the voting preferred stock held by non-
affiliates of the registrant as of March 26, 1999 was
$22.9 million.
Registrant's common stock outstanding as of March 26, 1999 was
wholly owned by Enova Corporation.
DOCUMENTS INCORPORATED BY REFERENCE:
Portions of the Information Statement prepared for the May 1999
annual meeting of shareholders are incorporated by reference into
Part III.
TABLE OF CONTENTS
PART I
Item 1. Business . . . . . . . . . . . . . . . . . . . . . . . 3
Item 2. Properties . . . . . . . . . . . . . . . . . . . . . . 18
Item 3. Legal Proceedings. . . . . . . . . . . . . . . . . . . 18
Item 4. Submission of Matters to a Vote of Security Holders. . 19
Executive Officers of the Registrant . . . . . . . . . 19
PART II
Item 5. Market for Registrant's Common Equity and Related
Stockholder Matters . . . . . . . . . . . . . . . . 19
Item 6. Selected Financial Data. . . . . . . . . . . . . . . . 20
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations . . . . . . . . 20
Item 7A. Quantitative and Qualitative Disclosures
About Market Risk . . . . . . . . . . . . . . . . . 34
Item 8. Financial Statements and Supplementary Data. . . . . . 35
Item 9. Changes In and Disagreements with Accountants on
Accounting and Financial Disclosure . . . . . . . . 64
PART III
Item 10. Directors and Executive Officers of the Registrant . . 64
Item 11. Executive Compensation . . . . . . . . . . . . . . . . 64
Item 12. Security Ownership of Certain Beneficial Owners
and Management. . . . . . . . . . . . . . . . . . . 65
Item 13. Certain Relationships and Related Transactions . . . . 65
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports
on Form 8-K . . . . . . . . . . . . . . . . . . . . 65
Signatures. . . . . . . . . . . . . . . . . . . . . . . . . . . 67
Exhibit Index . . . . . . . . . . . . . . . . . . . . . . . . . 68
Glossary. . . . . . . . . . . . . . . . . . . . . . . . . . . . 76
This report includes forward-looking statements within the definition
of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. The words "estimates," "believes,"
"expects," "anticipates," "plans" and "intends," variations of such
words, and similar expressions, are intended to identify forward-
looking statements that involve risks and uncertainties which could
cause actual results to differ materially from those anticipated.
These statements are necessarily based upon various assumptions
involving judgments with respect to the future including, among
others, local, regional, national and international economic,
competitive, political and regulatory conditions and developments,
technological developments, capital market conditions, inflation
rates, interest rates, energy markets, weather conditions, business
and regulatory or legal decisions, the pace of deregulation of retail
natural gas and electricity industries, the timing and success of
business development efforts, and other uncertainties, all of which
are difficult to predict and many of which are beyond the control of
the Company. Accordingly, while the Company believes that the
assumptions are reasonable, there can be no assurance that they will
approximate actual experience, or that the expectations will be
realized. Readers are urged to carefully review and consider the
risks, uncertainties and other factors which affect the Company's
business described in this annual report and other reports filed by
the Company from time to time with the Securities and Exchange
Commission.
PART I
ITEM 1. BUSINESS
DESCRIPTION OF BUSINESS
San Diego Gas & Electric Company (SDG&E or the Company) is an
operating public utility which provides electric and natural gas
service to San Diego County and southern Orange County. SDG&E is the
principal subsidiary of Enova Corporation (Enova). Effective June 26,
1998, Enova and Pacific Enterprises (PE) combined to form Sempra
Energy, a California-based Fortune 500 energy-services company
(PE/Enova Business Combination). Southern California Gas Company
(SoCalGas), the nation's largest natural gas distribution utility, is
the principal subsidiary of PE. Further discussion of SDG&E and the
PE/Enova Business Combination is included in "Management's Discussion
and Analysis of Financial Condition and Results of Operations" and in
Note 1 of the "Notes to Consolidated Financial Statements," herein.
GOVERNMENT REGULATION
Local Regulation
SDG&E has separate electric and gas franchises with the two counties
and the 25 cities in its service territory. These franchises allow
SDG&E to locate facilities for the transmission and distribution of
electricity and natural gas in the streets and other public places.
The franchises do not have fixed terms, except for the electric and
natural gas franchises with the cities of Chula Vista (2003),
Encinitas (2012), San Diego (2021) and Coronado (2028); and the
natural gas franchises with the city of Escondido (2036) and the
county of San Diego (2030).
State Regulation
The California Public Utilities Commission (CPUC) regulates SDG&E's
rates and conditions of service, sales of securities, rate of return,
rates of depreciation, uniform systems of accounts, examination of
records, and long-term resource procurement. The CPUC also conducts
various reviews of utility performance and conducts investigations
into various matters, such as deregulation, competition and the
environment, to determine its future policies.
The California Energy Commission (CEC) has discretion over electric-
demand forecasts for the state and for specific service territories.
Based upon these forecasts, the CEC determines the need for
additional energy sources and for conservation programs. The CEC
sponsors alternative-energy research and development projects,
promotes energy conservation programs, and maintains a state-wide
plan of action in case of energy shortages. In addition, the CEC
certifies power-plant sites and related facilities within California.
Federal Regulation
The Federal Energy Regulatory Commission (FERC) regulates
transmission access, the uniform systems of accounts, rates of
depreciation and electric rates involving sales for resale. The FERC
also regulates the interstate sale and transportation of natural gas.
The Nuclear Regulatory Commission (NRC) oversees the licensing,
construction and operation of nuclear facilities. NRC regulations
require extensive review of the safety, radiological and
environmental aspects of these facilities. Periodically, the NRC
requires that newly developed data and techniques be used to re-
analyze the design of a nuclear power plant and, as a result,
requires plant modifications as a condition of continued operation in
some cases.
Licenses and Permits
SDG&E obtains a number of permits, authorizations and licenses in
connection with the construction and operation of its generating
plants. Discharge permits, San Diego Air Pollution Control District
permits and NRC licenses are the most significant examples. The
licenses and permits may be revoked or modified by the granting
agency if facts develop or events occur that differ significantly
from the facts and projections assumed in granting the approval.
Furthermore, discharge permits and other approvals are granted for a
term less than the expected life of the facility. They require
periodic renewal, which results in continuing regulation by the
granting agency.
Other regulatory matters are described throughout this report.
SOURCES OF REVENUE
(In Millions of Dollars) 1998 1997 1996
- -------------------------------------------------------------------
Revenue by type of customer:
Electric:
Residential $ 637 $ 684 $ 647
Commercial/Industrial 876 948 886
Other 352 137 58
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Total Electric Revenues 1,865 1,769 1,591
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Gas:
Residential 258 241 210
Commercial/Industrial 105 120 101
Utility Electric Generation 21 37 37
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Total Gas Revenues 384 398 348
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PX/ISO Power 500 -- --
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Total Utility Revenues $ 2,749 $ 2,167 $ 1,939
========= ========= =========
Industry segment information is contained in "Management's Discussion
and Analysis of Financial Condition and Results of Operations" and in
Note 13 of the "Notes to Consolidated Financial Statements" herein.
NATURAL GAS OPERATIONS
SDG&E distributes natural gas to 721,000 customers in San Diego and
southern Orange counties throughout a 4,100-square-mile service
territory. The Company purchases natural gas for resale to its
customers and for fuel in its generating plants.
Supplies of Natural Gas
The Company buys natural gas primarily from various spot-market
suppliers. It also has natural gas transportation contracts with
pipeline companies, which expire at various dates through 2023.
Most of the natural gas purchased and delivered by the Company is
produced outside of California. These supplies originate in New
Mexico, Oklahoma and Texas and are transported to the SoCalGas
pipeline at the California border by El Paso Natural Gas Company and
by Transwestern Pipeline Company. The rates that interstate pipeline
companies may charge for natural gas and transportation services are
regulated by the FERC. All natural gas is delivered to SDG&E under a
transportation and storage agreement with SoCalGas.
SDG&E has four long-term natural gas supply contracts with four
Canadian suppliers. The Company has been in negotiations and
litigation with the suppliers concerning the contracts' terms and
prices. Of the four contracts, three have been settled. Additional
information regarding natural gas contracts is provided in Note 11 of
the "Notes to Consolidated Financial Statements" herein.
During 1998, SDG&E received natural gas from one Canadian supplier
based on terms of the settlement agreement. Natural gas from Canada
is transported to SDG&E's system over Alberta Natural Gas, Pacific
Gas Transmission and Pacific Gas & Electric (PG&E) pipelines.
The following table shows the sources of natural gas deliveries from
1994 through 1998.
<TABLE>
<CAPTION>
Year Ended December 31
-------------------------------------------------------------------
1998 1997 1996 1995 1994
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Gas Purchases (billions of cubic feet) 118 101 97 90 95
Customer-Owned and
Exchange Receipts 19 18 17 17 15
Storage Withdrawal
(Injection) - Net (3) 1 2 (1)
Company Use and
Unaccounted For (2) (1) (1) (1) (2)
------- ------- ------- ------- -------
Net Deliveries 132 119 113 108 107
======= ======= ======= ======= =======
Cost of Gas Purchased
(millions of dollars) $ 318 $ 311 $ 252 $ 188 $ 246
------- ------- ------- ------- -------
Average Cost of Gas Purchased
(Dollars per Thousand Cubic Feet) $2.69 $3.08 $2.59 $2.08 $2.60
======= ======= ======= ======= =======
</TABLE>
Market-sensitive natural gas supplies (supplies purchased on the
spot market as well as under longer-term contracts based on spot
prices) accounted for nearly 100 percent of total natural gas
volumes purchased by the Company during the last five years. These
supplies were generally purchased at prices significantly below
those of long-term sources of supply.
The Company provided transportation services for the customer-owned
natural gas. The Company estimates that sufficient natural gas
supplies will be available to meet the requirements of its
customers for the next several years.
Customers
For regulatory purposes, customers are separated into core and
noncore customers. Core customers are primarily residential and
small commercial and industrial customers, without alternative fuel
capability. There are 721,000 core customers (694,000 million
residential and 27,000 small commercial and industrial). Noncore
customers consist primarily of utility electric generation (UEG),
wholesale, and large commercial and industrial customers, and total
113.
Most core customers purchase natural gas directly from the Company.
Core customers are permitted to aggregate their natural gas
requirement and, up to a limit of 10 percent of the Company's core
market, to purchase natural gas directly from brokers or producers.
The Company continues to be obligated to purchase reliable supplies
of natural gas to serve the requirements of its core customers.
Noncore customers have the option of purchasing natural gas either
from the Company or from other sources, such as brokers or
producers, for delivery through the Company's transmission and
distribution system. The only natural gas supplies that the Company
may offer for sale to noncore customers are the same supplies that
it purchases for its core customers. Most noncore customers procure
their own natural gas supply.
For 1998, approximately 90 percent of the CPUC-authorized natural
gas margin was allocated to the core customers, with 10 percent
allocated to the noncore customers.
Although revenue from transportation services is less than for
natural gas sales, the Company generally earns the same margin
whether the Company buys the gas and sells it to the customer or
transports natural gas already owned by the customer.
Demand for Natural Gas
Natural gas is a principal energy source for residential,
commercial, industrial and UEG customers. Natural gas competes with
electricity for residential and commercial cooking, water heating,
space heating and clothes drying, and with other fuels for large
industrial, commercial and UEG uses. Growth in the natural gas
markets is largely dependent upon the health and expansion of the
southern California economy. The Company added approximately 12,000
new natural gas customers in 1998. This represents a growth rate of
approximately 1.6 percent. The Company expects its growth for 1999
will continue at about the 1998 level.
Demand for natural gas by noncore customers is very sensitive to
the price of alternative competitive fuels. Although the number of
noncore customers in 1998 was only 113, they accounted for
approximately 32 percent of the authorized natural gas revenues and
64 percent of total natural gas volumes. External factors such as
weather, electric deregulation, the increased use of hydro-electric
power, competing pipeline bypass and general economic conditions
can result in significant shifts in this market. Natural gas demand
for the Company's generation plants is also greatly affected by the
price and availability of electricity.
Other
Additional information concerning customer demand and other aspects
of natural gas operations is provided under "Management's
Discussion and Analysis of Financial Condition and Results of
Operations" and in Note 11 of the "Notes to Consolidated Financial
Statements" herein.
ELECTRIC OPERATIONS
Resource Planning
In September 1996, California enacted a law restructuring
California's electric-utility industry. The legislation adopted the
December 1995 CPUC policy decision restructuring the industry to
stimulate competition and reduce rates. Beginning on March 31,
1998, customers were given the opportunity to choose to continue to
purchase their electricity from the local utility under regulated
tariffs, to enter into contracts with other energy-service
providers (direct access) or to buy their power from the
independent Power Exchange (PX) that serves as a wholesale power
pool allowing all energy producers to participate competitively.
Additional information concerning electric-industry restructuring
is provided in "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and in Notes 11 and 12 of the
"Notes to Consolidated Financial Statements" herein.
Electric Resources
In connection with electric-industry restructuring, beginning March
31, 1998, the California investor-owned utilities (IOUs) are
obligated to bid their power supply, including owned generation and
purchased-power contracts, into the PX. The IOUs are also obligated
to purchase from the PX the power that they distribute. Based on
generating plants in service and purchased-power contracts
currently in place, at February 28, 1999 the net megawatts (mw) of
electric power available to SDG&E to bid into the PX are as
follows:
Source Net mw
--------------------------------------------------
Gas/oil generating plants 1,641
Combustion turbines 332
Nuclear generating plants 430
Long-term contracts with other utilities 275
Contracts with others 593
-----
Total 3,271
=====
SDG&E reported an all-time record for electricity usage of 3,960 mw
on August 31, 1998. The previous record of 3,668 mw was reached on
September 4, 1997.
Gas/Oil Generating Plants: In connection with electric-industry
restructuring, in December 1998, SDG&E entered into agreements for
the sale of its South Bay and Encina power plants and 17 combustion
turbines. The sales are subject to regulatory approval and are
expected to close during the first half of 1999.
San Onofre Nuclear Generating Station (SONGS): SDG&E owns 20
percent of the three nuclear units at SONGS (south of San Clemente,
California). The cities of Riverside and Anaheim own a total of 5
percent of SONGS Units 2 and 3. Southern California Edison (Edison)
owns the remaining interests and operates the units.
SONGS Unit 1 was removed from service in November 1992 when the
CPUC issued a decision to permanently shut down the unit. At that
time SDG&E began the recovery of its remaining capital investment,
with full recovery completed in April 1996. SDG&E and Edison filed
a decommissioning plan in November 1994, although final
decommissioning is not scheduled to occur until 2013 when Units 2
and 3 are also decommissioned. However, SDG&E and the other owners
have requested that the CPUC grant authority to begin
decommissioning Unit 1 on January 1, 2000. The unit's spent nuclear
fuel has been removed from the reactor and stored on-site. In March
1993, the NRC issued a Possession-Only License for Unit 1, and the
unit was placed in a long-term storage condition in May 1994.
SONGS Units 2 and 3 began commercial operation in August 1983 and
April 1984, respectively. SDG&E's share of the capacity is 214 mw
of Unit 2 and 216 mw of Unit 3.
During 1998 SDG&E spent $14 million on capital modifications and
additions and expects to spend $11 million in 1999. SDG&E deposits
funds in an external trust to provide for the future dismantling
and decontamination of the units.
Additional Information: Additional information concerning SDG&E's
power plants, the SONGS units, nuclear decommissioning and industry
restructuring (including SDG&E's divestiture of its electric
generation assets) is provided immediately below and in
"Environmental Matters" and "Electric Properties," herein, as well
as in "Management's Discussion and Analysis of Financial Condition
and Results of Operations" and in Notes 5, 11 and 12 of the "Notes
to Consolidated Financial Statements" herein.
Purchased Power: The following table lists contracts with the
various suppliers:
Megawatt
Supplier Period Commitment Source
- -------------------------------------------------------------------
Long-Term Contracts with Other Utilities:
Portland General
Electric (PGE) Through December 2013 75 Coal
Public Service
Company of
New Mexico (PNM) Through April 2001 100 System supply
PacifiCorp Through December 2001 100 System Supply
-----
Total 275
=====
Contracts with Others:
Illinova Power
Marketing Through December 1999 200 System Supply
LG&E Power Marketing Through December 2001 150 System Supply
Applied Energy Through December 2019 102 Cogeneration
Yuma Cogeneration Through June 2024 50 Cogeneration
Goal Line Limited Through December 2025 50 Cogeneration
Partnership
Other (89) Various 41 Cogeneration
------
Total 593
======
Under the contracts with PGE and PNM, SDG&E pays a capacity charge
plus a charge based on the amount of energy received. Charges under
these contracts are based on the selling utility's costs, including
a return on and depreciation of the utility's rate base (or lease
payments in cases where the utility does not own the property),
fuel expenses, operating and maintenance expenses, transmission
expenses, administrative and general expenses, and state and local
taxes. Charges under contracts from PacifiCorp, LG&E and Illinova
are for firm energy only and are based on the amount of energy
received. The prices under these contracts are at market value at
the time the contracts were negotiated. Costs under the remaining
contracts (all with Qualifying Facilities) are based on SDG&E's
avoided cost.
Additional information concerning SDG&E's purchased-power contracts
is described immediately below, and in "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and in
Note 11 of the "Notes to Consolidated Financial Statements" herein.
Power Pools
In 1964 SDG&E, PG&E, and Edison entered into the California Power
Pool Agreement. It provided for the transfer of electrical capacity
and energy by purchase, sale or exchange during emergencies and at
other mutually determined times. Due to electric-industry
restructuring (discussed below) the California Power Pool was
terminated by the FERC in May 1997. However, SDG&E, Edison, PG&E
and the Los Angeles Department of Water and Power will continue to
abide by the provisions of the existing California Statewide
Emergency Plan for sharing capacity and energy in the event of a
severe resource emergency.
SDG&E is a participant in the Western Systems Power Pool (WSPP),
which includes an electric-power and transmission-rate agreement
with utilities and power agencies located throughout the United
States and Canada. More than 150 investor-owned and municipal
utilities, state and federal power agencies, energy brokers, and
power marketers share power and information in order to increase
efficiency and competition in the bulk power market. Participants
are able to target and coordinate delivery of cost-effective
sources of power from outside their service territories through a
centralized exchange of information. Although the extent has not
yet been determined, the status of the WSPP is likely to change due
to industry restructuring and the initiation of the PX and the
Independent System Operator (ISO).
Transmission Arrangements
In addition to interconnections with other California utilities,
SDG&E has firm transmission capabilities for purchased power from
the Northwest, the Southwest and Mexico.
Pacific Intertie: The Pacific Intertie, consisting of AC and DC
transmission lines, enables SDG&E to purchase and receive surplus
coal and hydroelectric power from the Northwest. SDG&E, PG&E,
Edison and others share transmission capacity on the Pacific
Intertie under an agreement that expires in July 2007. SDG&E's
share of the intertie was 266 MW. Due to electric industry
restructuring (see "Transmission Access" below), the operating
rights of SDG&E, Edison and PG&E on the Pacific Intertie have been
transferred to the ISO.
Southwest Powerlink: SDG&E's 500-kilovolt Southwest Powerlink
transmission line, which is shared with Arizona Public Service
Company and Imperial Irrigation District, extends from Palo Verde,
Arizona to San Diego and enables SDG&E to import power from the
Southwest. SDG&E's share of the line is 931 mw, although it can be
less, depending on specific system conditions.
Mexico Interconnection: Mexico's Baja California Norte system is
connected to SDG&E's system via two 230-kilovolt interconnections
with firm capability of 408 mw. SDG&E uses these interconnections
for transactions with Comision Federal de Electricidad (CFE),
Mexico's government-owned electric utility.
Transmission Access
As a result of the enactment of the National Energy Policy Act of
1992, the FERC has established rules to implement the Act's
transmission-access provisions. These rules specify FERC-required
procedures for others' requests for transmission service. In
October 1997 the FERC approved the transfer of control by the
California IOUs of their transmission facilities to the ISO.
Beginning on March 31, 1998 the ISO is responsible for the
operation and control of the transmission lines. Additional
information regarding the ISO and transmission access is discussed
below and in "Management's Discussion and Analysis of Financial
Condition and Results of Operations" herein.
Fuel and Purchased-Power Costs
The following table shows the percentage of each electric-fuel
source used by SDG&E and compares the costs of the fuels with each
other and with the total cost of purchased power:
Percent of Kwhr Cents per Kwhr
- -------------------------------------------------------------------
1998 1997 1996 1998 1997 1996
----- ----- ----- ---- ---- ----
Natural gas 17.3% 19.8% 22.8% 3.0 3.3 2.8
Nuclear fuel 11.5 11.8 19.6 0.6 0.6 0.5
Fuel oil 0.1 1.1 2.4 2.2
----- ----- -----
Total generation 28.8 31.7 43.5
Purchased
power - net 26.3 68.3 56.5 3.6 2.8 3.1
ISO/PX 44.9 3.4
----- ----- -----
Total 100.0% 100.0% 100.0%
====== ====== ======
The cost of purchased power includes capacity costs as well as the
costs of fuel. The cost of natural gas includes transportation
costs. The costs of natural gas, nuclear fuel and fuel oil do not
include SDG&E's capacity costs. While fuel costs are significantly
less for nuclear units than for other units, capacity costs are
higher.
Electric Fuel Supply
Natural Gas: Information concerning natural gas is provided in
"Natural Gas Operations" herein.
Nuclear Fuel: The nuclear-fuel cycle includes services performed by
others. These services and the dates through which they are under
contract are as follows:
Mining and milling of uranium concentrate 2003
Conversion of uranium concentrate to uranium hexafluoride 2003
Enrichment of uranium hexafluoride(1) 2003
Fabrication of fuel assemblies 2003
Storage and disposal of spent fuel(2) --
(1) SDG&E has a contract with Urenco, a British consortium, for
enrichment services through 2003.
(2) Spent fuel is being stored at SONGS, where storage capacity
will be adequate at least through 2006. If necessary,
modifications in fuel-storage technology can be implemented to
provide on-site storage capacity for operation through 2013,
the expiration date of the NRC operating license. The plan of
the U.S. Department of Energy (DOE) is to provide a permanent
storage site for the spent nuclear fuel by 2010.
Pursuant to the Nuclear Waste Policy Act of 1982, SDG&E entered
into a contract with the DOE for spent-fuel disposal. Under the
agreement, the DOE is responsible for the ultimate disposal of
spent fuel. SDG&E is paying a disposal fee of $0.90 per megawatt-
hour of net nuclear generation. Disposal fees average $3 million
per year.
To the extent not currently provided by contract, the availability
and the cost of the various components of the nuclear-fuel cycle
for SDG&E's nuclear facilities cannot be estimated at this time.
Additional information concerning nuclear-fuel costs is discussed
in Note 11 of the "Notes to Consolidated Financial Statements"
herein.
RATES AND REGULATION
SDG&E is regulated by the CPUC, which consists of five
commissioners appointed by the Governor of California for staggered
six-year terms. Two of the five commissioner positions are
currently vacant. It is the responsibility of the CPUC to determine
that utilities operate within the best interests of their
customers. The regulatory structure is complex and has a
substantial impact on the profitability of the Company. Both the
electric and natural gas industries are currently undergoing
transitions to competition (see below).
Electric Industry Restructuring
In September 1996, California enacted a law restructuring its
electric-utility industry. The legislation adopts the December 1995
CPUC policy decision restructuring the industry to stimulate
competition and reduce rates. Additional information on electric
industry restructuring is discussed in "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and in
Note 12 of the "Notes to Consolidated Financial Statements" herein.
Natural Gas Industry Restructuring
The natural gas industry experienced an initial phase of
restructuring during the 1980s by deregulating natural gas sales to
noncore customers. In January 1998, the CPUC released a staff
report initiating a project to assess the current market and
regulatory framework for California's natural gas industry. The
general goals of the plan are to consider reforms to the current
regulatory framework emphasizing market-oriented policies
benefiting California natural gas customers. Additional information
on natural gas industry restructuring is discussed in "Management's
Discussion and Analysis of Financial Condition and Results of
Operations" and in Note 12 of the "Notes to Consolidated Financial
Statements" herein.
Balancing Accounts
Previously, earnings fluctuations from changes in the costs of
electric fuel, purchased energy and natural gas, and consumption
levels for electricity and the majority of natural gas were
eliminated by balancing accounts authorized by the CPUC. This is
still the case for most natural gas operations. However, as a
result of California's electric restructuring law, overcollections
recorded in the electric balancing accounts were applied to
transition cost recovery, and fluctuations in costs and consumption
levels can affect earnings from electric operations. Additional
information on balancing accounts is discussed in "Management's
Discussion and Analysis of Financial Condition and Results of
Operations" and in Note 2 of the "Notes to Consolidated Financial
Statements" herein.
Performance-Based Regulation (PBR)
To promote efficient operations and improved productivity and to
move away from reasonableness reviews and disallowances, the CPUC
has been directing utilities to use PBR. PBR has replaced the
general rate case and certain other regulatory proceedings for
SDG&E. Under PBR, regulators require future income potential to be
tied to achieving or exceeding specific performance and
productivity measures, as well as cost reductions, rather than
relying solely on expanding utility rate base in a market where a
utility already has a highly developed infrastructure. Additional
information on PBR is discussed in "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and in
Note 12 of the "Notes to Consolidated Financial Statements" herein.
Biennial Cost Allocation Proceeding (BCAP)
Rates to recover the changes in natural gas fuel costs and changes
in the cost of natural gas transportation services are determined
in the BCAP. The BCAP adjusts rates to reflect variances in core
customer demand from estimates previously used in establishing core
customer rates. The mechanism substantially eliminates the effect
on core income of variances in core market demand and natural gas
costs. Additional information on the BCAP is discussed in
"Management's Discussion and Analysis of Financial Condition and
Results of Operations" and in Note 12 of the "Notes to Consolidated
Financial Statements" herein.
Affiliate Transactions
In December 1997, the CPUC adopted rules establishing uniform
standards of conduct governing the manner in which California
investor-owned utilities conduct business with their affiliates.
The objective of these rules is to ensure that the utilities'
energy affiliates do not gain an unfair advantage over other
competitors in the marketplace and that utility customers do not
subsidize affiliate activities. Additional information on affiliate
transactions is discussed in "Management's Discussion and Analysis
of Financial Condition and Results of Operations" and in Note 12 of
the "Notes to Consolidated Financial Statements" herein.
Cost of Capital
Under PBR, annual Cost of Capital proceedings have been replaced by
an automatic adjustment mechanism if changes in certain indices
exceed established tolerances. SDG&E is seeking CPUC approval to
establish new, separate rates of return for SDG&E's electric-
distribution and natural gas businesses. A CPUC decision is
expected during the second quarter of 1999. In 1998, SDG&E's
natural gas and electric-distribution operations were authorized to
earn a rate of return on common equity of 11.6 percent and a rate
of return on rate base of 9.35 percent. Additional information on
the utility's cost of capital is discussed in "Management's
Discussion and Analysis of Financial Condition and Results of
Operations" and in Note 12 of the "Notes to Consolidated Financial
Statements" herein.
ENVIRONMENTAL MATTERS
Discussions about environmental issues affecting SDG&E, including
hazardous substances and air and water quality, are included in
"Management's Discussion and Analysis of Financial Condition and
Results of Operations" herein. The following should be read in
conjunction with those discussions.
Hazardous Substances
The utility lawfully disposed of wastes at facilities owned and
operated by other entities. Operations at these facilities may
result in actual or threatened risks to the environment or public
health. Under California law, redevelopment agencies are authorized
to require landowners to cleanup property within their jurisdiction
or, where the landowner or operator of such a facility fails to
complete any corrective action required, applicable environmental
laws may impose an obligation to undertake corrective actions on
the utility and others who disposed of hazardous wastes at the
facility.
The Redevelopment Agency for the City of San Diego has exerted this
authority affecting the Company's Station A facility and adjacent
properties to accommodate a major league ballpark and ancillary
development proposed by the City. During the early 1900s, SDG&E and
its predecessors manufactured gas from coal and oil at the Station
A facility and at two small facilities in Escondido and Oceanside.
Environmental assessments have identified residual by-products from
the gas-manufacturing process and subsurface hydrocarbon
contamination on portions of the Station A site. A risk assessment
has been completed for Station A and demolition was performed
during 1997 at a cost of $1 million. Initial cleanup actions
commenced in 1998, and are expected to be completed in 1999, at an
estimated cost of $5 million. SDG&E is negotiating with the agency
to create a cooperative agreement as a result of which the Station
A cleanup will be performed under the oversight of the San Diego
County Department of Environmental Health, though the agency will
retain its rights to enforce the cleanup in the event SDG&E does
not complete it. Contaminants resulting from the gas-manufacturing
process by-products were assessed at the Escondido and Oceanside
sites. Remediation at the Escondido site has been completed and a
site-closure letter received. Remediation at the Oceanside facility
is in process and the cost is not expected to be significant.
Station B is located in downtown San Diego and was operated as a
steam and electric-generating facility between 1911 and June 1993
when it was closed. Pursuant to a cleanup and abatement order,
SDG&E remediated hydrocarbon contamination discovered as a result
of the removal of three 100,000-gallon underground diesel-fuel
storage tanks from an adjacent substation. Asbestos was used in the
construction of the power plant. Activities to dismantle and
decommission the facility required the removal of the asbestos in a
manner complying with all applicable environmental, health and
safety laws. This work also included the removal or cleanup of
certain loose and flaking lead-based paints, small amounts of PCBs,
fuel oil and other substances. These activities were completed in
1998 at a cost of $6 million.
SDG&E is in the process of selling its electric-generating assets.
As a part of its environmental due diligence, the utility conducted
a thorough environmental assessment of the South Bay and Encina
power plants and 17 combustion turbine sites to determine the
environmental condition of each. Pursuant to the sale agreements
for such facilities, the utility and the buyers have apportioned
responsibility for such environmental conditions generally based on
contamination existing at the time of transfer and the cleanup
level necessary for the continued use of the sites for electric
generation. While the sites are relatively clean, the assessments
identified instances of contamination, principally hydrocarbon
releases, some of which were determined to be significant and to
require cleanup in accordance with the agreement. Estimated costs
to perform the necessary remediation are $7 to $8 million at the
South Bay power plant, $0.9 million at the Encina power plant, and
$1.9 million at the combustion turbine sites. These costs will be
offset against the sales price for the facilities, together with
other appropriate costs, and the remaining net proceeds will be
offset against SDG&E's other transition costs.
SDG&E has been named as a potential responsible party (PRP) for an
industrial waste disposal site as described below.
SDG&E and 10 other entities have been named PRPs by the California
Department of Toxic Substances Control (DTSC) as liable for any
required corrective action regarding contamination at a site in
Pico Rivera, California. DTSC has taken this action because the
utility and others sold used electrical transformers to the site's
owner. The DTSC considers SDG&E to be responsible for 7.4 percent
of the transformer-related contamination at the site. The estimate
for the development of the cleanup plan is $1 million. The estimate
for the actual cleanup is in the $2 million to $8 million range.
At December 31, 1998, the utility's estimated remaining
investigation and remediation liability related to hazardous waste
sites (non-PRP sites) was $15 million, of which 90 percent is
authorized to be recovered through the Hazardous Waste
Collaborative mechanism. SDG&E believes that any costs not
ultimately recovered through rates, insurance or other means, upon
giving effect to previously established liabilities, will not have
a material adverse effect on the Company's consolidated results of
operations or the financial position.
Estimated liabilities for environmental remediation are recorded
when amounts are probable and estimable. Amounts authorized to be
recovered in rates under the Hazardous Waste Collaborative
mechanism are recorded as a regulatory asset. Possible recoveries
of environmental remediation liabilities from third parties are not
deducted from the liability.
Electric and Magnetic Fields (EMFs)
Although scientists continue to research the possibility that
exposure to EMFs causes adverse health effects, science, to date,
has not demonstrated a cause-and-effect relationship between
adverse health effects and exposure to the type of EMFs emitted by
utilities' power lines and other electrical facilities. Some
laboratory studies suggest that such exposure creates biological
effects, but those effects have not been shown to be harmful. The
studies that have most concerned the public are epidemiological
studies, some of which have reported a weak correlation between
childhood leukemia and the proximity of homes to certain power
lines and equipment. Other epidemiological studies found no
correlation between estimated exposure and any disease. Scientists
cannot explain why some studies using estimates of past exposure
report correlations between estimated EMF levels and disease, while
others do not.
To respond to public concerns, the CPUC has directed California
utilities to adopt a low-cost EMF-reduction policy that requires
reasonable design changes to achieve noticeable reduction of EMF
levels that are anticipated from new projects. However, consistent
with the major scientific reviews of the available research
literature, the CPUC has indicated that no health risk has been
identified.
Air and Water Quality
As mentioned above, SDG&E has entered into agreements for the sale
of its fossil-fueled generating facilities. The completion of these
sales will, for the most part, eliminate the potential impact of
the following issues.
During 1996 and 1997, SDG&E installed equipment on South Bay Unit 1
in order to comply with the nitrogen-oxide-emission limits that the
APCD imposed on electric-generating boilers through its Rule 69.
The estimated capital costs for compliance with the rule have
decreased to an immaterial amount due to the sale of the electric-
generating power plants. The California Air Resources Board has
expressed concern that Rule 69 does not meet the requirements of
the California Clean Air Act and may advocate or propose more
restrictive emissions limitations which will likely cause Rule 69
compliance costs to increase.
Wastewater discharge permits issued by the Regional Water Quality
Control Board (RWQCB) for the utility's Encina and South Bay power
plants are required to enable the utility to discharge its cooling
water and certain other wastewaters into the Pacific Ocean and into
San Diego Bay. Wastewater discharge permits are prerequisite to the
continuation of cooling-water and other wastewater discharges and,
therefore, the continued operation of the power plants as they are
currently configured. Increasingly stringent cooling-water and
wastewater discharge limitations may be imposed in the future and
the utility may be required to build additional facilities or
modify existing facilities to comply with these requirements. Such
facilities could include wastewater treatment facilities, cooling
towers, intake structures or offshore-discharge pipelines. Any
required construction could involve substantial expenditures, and
certain plants or units may be unavailable for electric generation
during construction.
In 1981, SDG&E submitted a demonstration study in support of its
request for two exceptions to certain thermal discharge
requirements imposed by the California Thermal Plan for Encina
power plant Unit 5. In November 1994, the RWQCB issued a new
discharge permit, subject to the results of certain additional
thermal discharge and cooling-water-related studies, to be used to
evaluate the exception requests. The results of these additional
studies were submitted to the RWQCB and the United States
Environmental Protection Agency in 1997. If the utility's exception
requests are denied, the utility could be required to construct
offshore discharge facilities, or other structures at an estimated
cost of $75 million to $100 million or to perform mitigation, the
costs of which may be significant.
In November 1996, the RWQCB issued a new discharge permit to the
utility for the South Bay power plant. SDG&E filed an appeal to the
State Water Resources Control Board (SWRCB) of various provisions,
which the utility considered unduly stringent. Certain of these
matters were resolved in negotiations among the RWQCB, the SWRCB
and certain environmental groups. The SWRCB dismissed the remaining
matters, which SDG&E thereafter appealed to the San Diego County
Superior Court. These latter issues were subsequently settled
through negotiations between SDG&E and the RWQCB. All of the
settled issues have been incorporated into the November 1996
National Pollutant Discharge Elimination System permit by permit
addendums adopted by the RWQCB. The Superior Court case will be
dismissed after the expiration of the RWQCB appeal and EPA review
periods.
California has enacted legislation to protect ground water from
contamination by hazardous substances. Underground storage
containers require permits, inspections and periodic reports, as
well as specific requirements for new tanks, closure of old tanks
and monitoring systems for all tanks. It is expected that cleanup
of sites previously contaminated by underground tanks will occur
for an unknown number of years. SDG&E cannot predict the cost of
such cleanup.
In May 1987 the RWQCB issued SDG&E a cleanup and abatement order
for gasoline contamination originating from an underground storage
tank located at the utility's Mountain Empire Operation and
Maintenance facility. SDG&E assessed the extent of the
contamination, removed all contaminated soil and completed
remediation of the site. Monitoring of the site confirms its
remediation. SDG&E has applied for and is awaiting a site-closure
letter from the RWQCB.
OTHER
Year 2000
A discussion of the Company's plans to prepare its computer systems
and applications for the year 2000 and beyond is included in
"Management's Discussion and Analysis of Financial Condition and
Results of Operations" herein.
Research, Development and Demonstration (RD&D)
As a result of electric-industry restructuring, SDG&E has
significantly reduced its electric RD&D program. Effective January
1, 1998, the CEC began administering the electric public purpose
RD&D programs to which SDG&E contributes $3.9 million annually. In
December 1998, the CPUC approved SDG&E's $1.2 million request to
fund natural gas RD&D programs. SDG&E will use these revenues to
fund gas projects that add value to the utility and its customers.
Annual RD&D costs have averaged $5.2 million over the past three
years.
Employees of Registrant
As of December 31, 1998, SDG&E had 2,982 employees, compared to
3,576 at December 31, 1997. This decrease is related to synergies
resulting from the PE/Enova Business Combination and the shifting
of certain functions to Sempra Energy.
Certain employees at SDG&E are represented by the International
Brotherhood of Electrical Workers, Local 465, with two labor
agreements. The generation contract runs through February 28, 2001
and negotiations for the utility contract (transmission and
distribution) are ongoing.
ITEM 2. PROPERTIES
Electric Properties
The utility's generating capacity is described in "Electric
Resources" herein.
SDG&E's electric transmission and distribution facilities include
substations, and overhead and underground lines. Periodically
various areas of the service territory require expansion to handle
customer growth.
Natural Gas Properties
SDG&E's natural gas facilities are located in San Diego and
Riverside counties and consist of the Moreno and Rainbow compressor
stations, 167 miles of high pressure transmission pipelines, 6,858
miles of high and low pressure distribution mains, and 5,695 miles
of service lines.
Other Properties
SDG&E occupies an office complex at Century Park Court in San Diego
pursuant to an operating lease ending in the year 2007. The lease
can be renewed for two five-year periods.
SDG&E owns or leases other offices, operating and maintenance
centers, shops, service facilities, and certain equipment necessary
in the conduct of business.
ITEM 3. LEGAL PROCEEDINGS
Except for the matters referred to in the financial statements in
Item 8 or referred to elsewhere in this Annual Report, neither the
Company nor any of its affiliates is a party to, nor is its
property the subject of, any material pending legal proceedings
other than routine litigation incidental to its businesses.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 4. EXECUTIVE OFFICERS OF THE REGISTRANT
Name Age* Positions
- -------------------------------------------------------------------
Warren I. Mitchell 61 Chairman
Edwin A. Guiles 49 President and Chief Financial
Officer
Gary D. Cotton 58 Senior Vice President - Fuels &
Power Operations
Steven D. Davis 42 Vice President and Corporate
Secretary
Pamela J. Fair 40 Vice President - Marketing &
Customer Services
* As of December 31, 1998.
Each Executive Officer has been an officer of Sempra Energy or one
of its subsidiaries for more than five years.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
All of the issued and outstanding common stock of SDG&E is
owned by Enova, a wholly owned subsidiary of Sempra Energy. The
information required by Item 5 concerning dividends declared is
included in the "Statements of Consolidated Changes in
Shareholders' Equity" set forth in Item 8 of this Annual Report
herein.
Dividend Restrictions
The CPUC regulates SDG&E's capital structure, limiting the
dividends it may pay. At December 31, 1998, $183 million of
retained earnings was available for future dividends.
ITEM 6. SELECTED FINANCIAL DATA
<TABLE>
(Dollars in millions)
<CAPTION>
At December 31, or for the years then ended
------------------------------------------------
1998 1997 1996 1995 1994
-------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
Income Statement Data:
Operating Revenues $2,749 $2,167 $1,939 $1,814 $1,857
Operating Income $ 286 $ 317 $ 309 $ 315 $ 303
Dividends on Preferred Stock $ 6 $ 6 $ 6 $ 8 $ 8
Earnings Applicable to
Common Shares $ 185 $ 232 $ 216 $ 226 $ 136
Balance Sheet Data:
Total Assets $4,257 $4,654 $4,161 $4,473 $4,353
Long-Term Debt $1,548 $1,788 $1,285 $1,217 $1,214
Short-Term Debt (a) $ 72 $ 73 $ 34 $ 124 $ 182
Shareholders' Equity $1,227 $1,490 $1,508 $1,639 $1,593
(a) Includes bank and other notes payable, commercial paper borrowings and long-
term debt due within one year.
Since San Diego Gas & Electric Company is a wholly owned subsidiary of Enova
Corporation, per share data has been omitted.
This data should be read in conjunction with the consolidated financial statements
and notes to consolidated financial statements contained herein.
</TABLE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Introduction
This section includes management's analysis of operating results
from 1996 through 1998, and is intended to provide additional
information about the capital resources, liquidity and financial
performance of San Diego Gas & Electric (SDG&E or the Company).
This section also focuses on the major factors expected to
influence future operating results and discusses investment and
financing plans. It should be read in conjunction with the
Consolidated Financial statements included in this Annual Report.
The Company is an operating public utility engaged in the
electric and natural gas businesses. It generates and purchases
electric energy and distributes it to 1.2 million customers in San
Diego County and an adjacent portion of Orange County, California.
It also purchases and distributes natural gas to 721,000 customers
in San Diego County and transports electricity and gas for others.
SDG&E's only subsidiary is described below under "Electric Rates."
Business Combinations
Sempra Energy (Sempra) was formed to serve as a holding company for
SDG&E's parent, Enova Corporation (Enova), and Pacific Enterprises
(PE), the parent company of Southern California Gas Company
(SoCalGas) in connection with a business combination that became
effective on June 26, 1998 (the PE/Enova Business Combination).
Expenses incurred by SDG&E in connection with the business
combination are $35 million, aftertax, and $11 million, aftertax,
for the years ended December 31, 1998 and 1997, respectively. These
costs consist primarily of employee-related costs, and investment
banking, legal, regulatory and consulting fees.
In connection with the PE/Enova Business Combination, the
holders of common stock of Enova and PE each became holders of
Sempra Energy common stock. PE's common shareholders received
1.5038 shares of Sempra Energy's common stock for each share of PE
common stock, and Enova's common shareholders received one share of
Sempra Energy's common stock for each share of Enova common stock.
The combination was approved by the shareholders of both companies
on March 11, 1997 and was a tax-free transaction.
Capital Resources and Liquidity
The Company's working capital requirements are met through cash
from operations and the issuance of short-term and long-term debt.
Additional information on sources and uses of cash during the
last three years is summarized in the following condensed statement
of cash flows:
Sources and (Uses) of Cash
Year Ended December 31,
(Dollars in millions) 1998 1997 1996
- -------------------------------------------------------------------
Operating activities $ 535 $ 381 $ 529
----------------------------------
Investing activities:
Capital expenditures (227) (197) (209)
Other - net (50) (17) (25)
----------------------------------
Total investing activities (277) (214) (234)
----------------------------------
Financing activities:
Dividends paid (269) (256) (189)
Long-term debt - net (241) 544 (31)
Redemption of preferred stock -- -- (15)
----------------------------------
Total financing activities (510) 288 (235)
----------------------------------
Increase (decrease) in cash
and cash equivalents $(252) $ 455 $ 60
- -------------------------------------------------------------------
Cash Flows from Operating Activities
The increase in cash flows from operating activities in 1998 was
primarily due to the acceleration of depreciation of electric-
generating assets, partially offset by recovery of stranded costs
via the competition transition charge and the 10-percent rate
reduction reflected in customers' bills. The increase was also
partially offset by expenses incurred in connection with the
PE/Enova Business Combination.
The decrease in cash flows from operating activities in 1997
was primarily due to increased working capital requirements.
Cash Flows from Investing Activities
Capital expenditures were $30 million higher in 1998 than in 1997
due to increased spending for system integrity and reliability
projects, restoration of service and mandated programs.
Capital expenditures were $12 million lower in 1997 than in
1996 due to changes in scope and timing of several major capital
projects.
Payments to the nuclear-decommissioning trusts are expected to
continue until San Onofre Nuclear Generating Station (SONGS) is
decommissioned, which is not expected to occur before 2013. Unit
1, although permanently shut down in 1992, was scheduled to be
decommissioned concurrently with Units 2 and 3. However, the
Company and the other SONGS owners have requested the CPUC for
authority to begin decommissioning Unit 1 on January 1, 2000. See
Note 5 of the notes to Consolidated Financial Statements for
additional information.
The decision of the CPUC approving the PE/Enova Business
Combination required, among other things, that SDG&E divest itself
of all its fossil-fueled generating facilities. In December 1998,
SDG&E entered into agreements to accomplish that. Completion is
pending regulatory approval and is expected during the first half
of 1999. See "Electric-Generation Assets" below for further
discussion. Anticipated proceeds from these plant assets, net of
the assets' book value, the costs of sales and certain
environmental cleanup costs, will be applied for accounting
purposes directly to the recovery of the Company's other transition
costs. On a cash basis, the proceeds will be available for general
corporate purposes. However, the divestiture of the facilities
will eventually lead to reduced cash flow from operations.
Capital expenditures are estimated to be $240 million in 1999.
They will be financed primarily by internally generated funds and
will largely represent investment in rate base. The level of
capital expenditures in the next few years will depend heavily on
the impacts of electric-industry restructuring and the timing and
extent of expenditures to comply with environmental requirements.
Cash Flows from Financing Activities
Net cash used in financing activities increased in 1998 due to the
issuance of Rate Reduction Bonds in 1997 (see "Long-Term Debt"
below) and greater long-term debt repayments in 1998.
Net cash provided by financing activities increased in 1997
primarily due to issuance of the Rate Reduction Bonds partially
offset by higher dividends paid.
Long-Term Debt
In December 1997, $658 million of Rate Reduction Bonds were issued
on the Company's behalf at an average interest rate of 6.26
percent. A portion of the bond proceeds was used to retire
variable-rate, taxable IDBs. Additional information concerning the
Rate Reduction Bonds is provided below under "Electric Industry
Restructuring." In 1998, cash was used for the repayment of $147
million of first mortgage bonds and $66 million of rate reduction
bonds.
In 1997, cash was used for the repayment of $127 million of
first mortgage bonds. This was more than offset by the issuance of
$25 million in Medium-Term Notes and $658 million of Rate Reduction
Bonds.
SDG&E has $83 million of temporary investments that will be
maintained into the future to offset, for regulatory purposes, a
like amount of long-term debt. The specific debt series being
offset consist of variable-rate IDBs. The CPUC has approved
specific ratemaking treatment, which allows SDG&E to offset IDBs as
long as there is at least a like amount of temporary investments.
If and when SDG&E requires all or a portion of the $83 million of
IDBs to meet future needs for long-term debt, such as to finance
new construction, the amount of investments which are being
maintained will be reduced below $83 million and the level of IDBs
being offset will be reduced by the same amount.
Dividends
Common stock dividends amounted to $269 million, $256 million and
$189 million in 1998, 1997 and 1996, respectively.
The payment of future dividends and the amount thereof are
within the discretion of the board of directors.
Capitalization
The debt-to-capitalization ratio was 57 percent at year-end 1998,
above the 56 percent ratio in 1997. The increase was primarily due
to the declaration of dividends to Enova. The debt-to-
capitalization ratio increase to 56 percent in 1997 from 48 percent
in 1996 was primarily due to the issuance of Rate Reduction Bonds.
Cash and Temporary Investments
Cash and temporary investments were $284 million at December 31,
1998. The Company anticipates that cash required in 1999 for
capital expenditures, dividends and debt payments will be provided
by cash generated from operating activities and existing cash
balances.
In addition to cash from ongoing operations, the Company has
multi-year credit agreements that permit term borrowing of up to
$295 million. At December 31, 1998 all bank lines of credit were
unused. For further discussion, see Note 3 of the notes to
Consolidated Financial statements.
Ratemaking Procedures
To understand the operations and financial results of the Company
it is important to understand the ratemaking procedures that the
Company follows.
The Company is regulated by the CPUC. It is the responsibility
of the CPUC to determine that utilities operate in the best
interest of their customers and have the opportunity to earn a
reasonable return on investment. In response to utility-industry
restructuring, SDG&E received approval from the CPUC for
performance-based regulation (PBR).
PBR replaced the general rate case (GRC) procedure and certain
other regulatory proceedings. Under ratemaking procedures in
effect prior to PBR, the Company typically filed a GRC with the
CPUC every three years. In a GRC, the CPUC establishes a base
margin, which is the amount of revenue to be collected from
customers to recover authorized operating expenses (other than the
cost of fuel, natural gas and purchased power), depreciation, taxes
and return on rate base.
Under PBR, regulators allow income potential to be tied to
achieving or exceeding specific performance and productivity
measures, rather than relying solely on expanding utility rate base
in a market where a utility already has a highly developed
infrastructure. See additional discussion of PBR and electric-
industry restructuring in Note 12 of the notes to Consolidated
Financial Statements.
Results of Operations
1998 Compared to 1997
Net income for 1998 decreased 20 percent to $191 million in 1998,
compared to net income of $238 million in 1997. The decrease in net
income was primarily due to higher PE/Enova Business Combination
costs, lower incentive awards for performance-based ratemaking, and
changes in regulatory mechanisms for recording revenues due to
electric industry restructuring. Included in the calculation of
pretax income are PE/Enova Business Combination costs of $35
million, aftertax, in 1998 and $11 million, aftertax, in 1997.
These nonrecurring expenses consist primarily of employee-related
costs, and investment banking, legal, regulatory and consulting
fees.
Electric revenues increased 5 percent in 1998 compared to 1997
primarily due to the recovery of stranded costs via the competition
transition charge (CTC), and to alternate costs incurred (including
fuel and purchased power) due to the delay from January 1 to March
31, 1998, in the startup of operations of the Power Exchange (PX)
and the Independent System Operator (ISO). These factors were
partially offset by a decrease in retail revenues as a result of
the 10-percent small-customer rate reduction, which became
effective in January 1998, and by a decrease in sales to other
utilities, due to the startup of the PX. The 10-percent rate
reduction and the PX are described under "Factors Influencing
Future Performance" and in Note 12 of the notes to Consolidated
Financial Statements.
Revenues from the ISO/PX reflect sales from the Company's power
plants and from long-term purchased-power contracts to the ISO/PX
commencing April 1, 1998.
Purchased power decreased 34 percent in 1998 primarily as a
result of ISO/PX purchases' replacing short-term energy sources
commencing April 1, 1998.
Depreciation and amortization expense increased 86 percent in
1998 due to the recovery of stranded costs via the CTC. The
financial impact of the increase is offset by CTC revenue (see
above).
Operating expenses increased 32 percent in 1998 primarily due
to the higher PE/Enova Business Combination costs and higher
electric-distribution maintenance costs primarily related to the
Company's tree-trimming program.
1997 Compared to 1996
Net income for 1997 increased 7 percent to $238 million compared to
net income of $222 million in 1996. The increase in earnings was
primarily due to higher incentive awards for performance-based
ratemaking and demand-side management, partially offset by the
PE/Enova Business Combination costs.
Electric revenues increased 11 percent in 1997, primarily due
to an increase in sales for resale to other utilities and increased
retail sales volume due to weather.
Purchased power increased 42 percent in 1997, primarily due to
increased volume, which resulted from lower nuclear-generation
availability due to refuelings at SONGS and increased use of
purchased power due to decreased purchased-power prices.
The table below summarizes the components of electric
volumes and revenues by customer class for 1998, 1997 and 1996.
<TABLE>
Electric Distribution
(Dollars in millions, volumes in millions of Kwhrs)
<CAPTION>
1998 1997 1996
----------------------------------------------------------
Volumes Revenue Volumes Revenue Volumes Revenue
----------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Residential 6,282 $ 637 6,125 $ 684 5,936 $ 647
Commercial 6,821 643 6,940 680 6,467 625
Industrial 3,097 233 3,607 268 3,567 261
Direct access 964 44 - - - -
Street and highway lighting 85 8 76 7 75 7
Off-system sales 706 15 4,919 116 650 13
----------------------------------------------------------
17,955 1,580 21,667 1,755 16,695 1,553
Balancing and other 285 14 38
----------------------------------------------------------
Total 17,955 $1,865 21,667 $1,769 16,695 $1,591
----------------------------------------------------------
</TABLE>
Factors Influencing Future Performance
Performance of the Company in the near future will depend primarily
on the ratemaking and regulatory process, electric- and natural
gas-industry restructuring, and the changing energy marketplace.
These factors are summarized below.
KN Energy Acquisition. On February 22, 1999, Sempra Energy
announced a definitive agreement to acquire KN Energy, Inc.,
subject to approval by the shareholders of both companies and by
various regulatory agencies. See Note 14 of the notes to
Consolidated Financial Statements for additional information.
Electric Industry Restructuring. As discussed above, in September
1996, California enacted a law restructuring California's electric-
utility industry (AB 1890). Consumers now have the opportunity to
choose to continue to purchase their electricity from the local
utility under regulated tariffs, to enter into contracts with other
energy-service providers (direct access) or to buy their power from
the PX that serves as a wholesale power pool allowing all energy
producers to participate competitively. The local utility continues
to provide distribution service regardless of which source the
consumer chooses. See Note 12 of the notes to Consolidated
Financial Statements for additional information.
Transition Costs. AB 1890 allows utilities, within certain limits,
the opportunity to recover their stranded costs incurred for
certain above-market CPUC-approved facilities, contracts and
obligations through the establishment of the CTC.
Utilities are allowed a reasonable opportunity to recover their
stranded costs through December 31, 2001. Stranded costs include
sunk costs, as well as ongoing costs the CPUC finds reasonable and
necessary to maintain generation facilities through December 31,
2001. These costs also include other items SDG&E has accrued under
cost-of-service regulation.
Through December 31, 1998, SDG&E has recovered transition
costs of $500 million for nuclear generation and $200 million for
non-nuclear generation. Excluding the costs of purchased power and
other costs whose recovery is not limited to the pre-2002 period,
the balance of the Company's stranded assets at December 31, 1998
is $600 million, consisting of $400 million for the power plants
and $200 million of related deferred taxes and undercollections.
During the 1998 - 2001 period, recovery of transition costs is
limited by a rate cap. See Note 12 of the notes to Consolidated
Financial Statements for additional information.
Electric Generation Assets. In November 1997, the Company adopted a
plan to auction its power plants and other electric-generating
assets so that it could continue to concentrate its business on the
transmission and distribution of electricity and natural gas as
California opens its electric-utility industry to competition. The
plan included the divestiture of the Company's fossil power plants
and combustion turbines, its 20-percent interest in SONGS and its
portfolio of long-term purchased-power contracts. The power plants,
including the interest in SONGS, have a net book value as of
December 31, 1998, of $400 million ($100 million for fossil and
$300 million for SONGS).
In March 1998, the CPUC's decision approving the PE/Enova
Business Combination required, among other things, the divestiture
by the Company of its fossil-fueled generation units. On December
11, 1998, the Company entered into agreements for the sale of the
Company's South Bay and Encina Power Plants and 17 combustion-
turbine generators. The sales are subject to regulatory approval
and are expected to close during the first half of 1999. See Note
12 of the notes to Consolidated Financial Statements for additional
information.
Electric Rates. AB 1890 provides for a 10-percent reduction of
residential and small commercial customers effective January 1998,
and provided for the issuance of rate-reduction bonds by an agency
of the State of California to enable the investor-owned utilities
(IOUs) to achieve this rate reduction. In December 1997, $658
million of rate-reduction bonds were issued on behalf of SDG&E at
an average interest rate of 6.26 percent. These bonds are being
repaid over 10 years by the Company's residential and small-
commercial customers via a nonbypassable charge on their
electricity bills. In September 1997, SDG&E and the other
California IOUs received a favorable ruling by the Internal Revenue
Service on the tax treatment of the bond transaction. The ruling
states, among other things, that the receipt of the bond proceeds
does not result in gross income to the Company at the time of
issuance, but rather the proceeds are taxable over the life of the
bonds. The Securities and Exchange Commission determined that these
bonds should be reflected on the utilities' balance sheets as debt,
even though the bonds are not secured by, or payable from, utility
assets, but rather by the revenue streams collected from customers.
SDG&E formed a subsidiary, SDG&E Funding LLC, to facilitate the
issuance of the rate-reduction bonds. In exchange for the bond
proceeds, the Company sold to SDG&E Funding LLC all of its rights
to the revenue streams. Consequently, the revenue streams are not
the property of the Company and are not available to creditors of
the Company.
AB 1890 also included a rate freeze for all customers. Until
the earlier of March 31, 2002, or when transition cost recovery is
complete, the Company's average system rate will be frozen at 9.64
cents per kilowatt-hour (kwh), except for the impacts of fuel-cost
changes and the 10-percent rate reduction described above.
Beginning in 1998, system-average rates were fixed at 9.43 cents
per kwh, which includes the maximum permitted increase related to
fuel-cost increases and the mandatory rate reduction. The Company's
ability to recover its transition costs is dependent on its total
revenues under the rate freeze exceeding traditional cost-of-
service revenues during the transition period by at least the
amount of the CTC less the net proceeds from the sale of electric-
generating assets. During the transition period, SDG&E will not
earn awards from special programs, such as Demand-Side Management,
unless total revenues are also adequate to cover the awards. Fuel-
price volatility is one of the more significant uncertainties in
the ability of SDG&E to recover its transition costs and program
awards.
In early 1999, the Company filed with the CPUC for an interim
mechanism to deal with electric rates after the rate freeze ends,
noting the possibility that the SDG&E rate freeze could end in
1999.
Performance-Based Regulation. As discussed above under PBR,
regulators allow future income potential to be tied to achieving or
exceeding specific performance and productivity measures, as well
as cost reductions, rather than by relying solely on expanding
utility rate base. See additional discussion of PBR in Note 12 of
the notes to Consolidated Financial Statements.
Regulatory Accounting Standards. The Company is accounting for the
economic effects of regulation on its utility operations, except
for electric generation, in accordance with Statement of Financial
Accounting Standards (SFAS) No. 71, "Accounting for the Effects of
Certain Types of Regulation." Under SFAS No. 71, a regulated entity
records a regulatory asset if it is probable that, through the
ratemaking process, the utility will recover the asset from
customers. Regulatory liabilities represent future reductions in
revenues for amounts due to customers. See Notes 2 and 12 of the
notes to Consolidated Financial Statements for additional
information.
Affiliate Transactions. On December 16, 1997, the CPUC adopted
rules establishing uniform standards of conduct governing the
manner in which California IOUs conduct business with their
affiliates. The objective of these rules, effective January 1,
1998, is to ensure that the Company's energy affiliates do not gain
an unfair advantage over other competitors in the marketplace and
that utility customers do not subsidize affiliate activities.
The CPUC excluded utility-to-utility transactions between the
Company and SoCalGas from the affiliate-transaction rules in its
March 1998 decision approving the PE/Enova Business Combination. As
a result, the affiliate-transaction rules will not substantially
impact the Company's ability to achieve anticipated synergy
savings. See Notes 1 and 12 of the notes to Consolidated Financial
Statements for additional information.
Allowed Rate of Return. For 1998, SDG&E was authorized to earn a
rate of return on rate base of 9.35 percent and a rate of return on
common equity of 11.6 percent, unchanged from 1997. See additional
discussion in Note 12 of the notes to Consolidated Financial
statements.
Management Control of Expenses and Investment. In the past,
management has been able to control operating expenses and capital
investment within the amounts authorized to be collected in rates.
It is the intent of management to control operating expenses and
capital investments within the amounts authorized to be collected
in rates in the PBR decision. The Company intends to make the
efficiency improvements, changes in operations and cost reductions
necessary to achieve this objective and earn its authorized rate of
return. However, in view of the earnings-sharing mechanism and
other elements of the PBR, it is more difficult to achieve returns
at least at or in excess of authorized returns at levels
experienced in past years. See additional discussion of PBR in Note
12 of the notes to Consolidated Financial Statements.
Environmental Matters
The Company's operations are conducted in accordance with
applicable federal, state and local environmental laws and
regulations governing such things as hazardous wastes, air and
water quality, and the protection of wildlife.
These costs of compliance are normally recovered in customer
rates. Whereas it is anticipated that the environmental costs
associated with natural gas operations and with electric
transmission and generation operations will continue to be
recoverable in rates, the restructuring of the California electric-
utility industry, described above under "Electric Industry
Restructuring," will change the way utility rates are set and costs
associated with electric generation are recovered. Capital costs
related to environmental regulatory compliance for electric
generation are intended to be included in transition costs for
recovery through 2001. However, depending on the final outcome of
industry restructuring and the impact of competition, the costs of
future compliance with environmental regulations may not be fully
recoverable.
Capital expenditures to comply with environmental laws and
regulations were $1 million in 1998, $4 million in 1997 and $6
million in 1996, and are not expected to be significant during the
next five years. These projected expenditures primarily consist of
the estimated cost of reducing air emissions by retrofitting power
plants. This estimate anticipates that SDG&E completes the planned
sale of its fossil-fueled power plants during the first half of
1999. Additional information on the Company's divestiture of its
electric generating assets is discussed above under "Electric
Generation Assets" and in Note 12 of the notes to Consolidated
Financial Statements.
Hazardous Substances. In 1994, the CPUC approved the Hazardous
Waste Collaborative, a mechanism which allows the Company and other
utilities to recover, through rates, costs associated with the
cleanup of sites contaminated with hazardous waste. In general,
utilities are allowed to recover 90 percent of their cleanup costs
and any related costs of litigation through rates. In early 1998,
the CPUC modified this mechanism to exclude these costs related to
electric-generation activities. These costs are now eligible for
inclusion in the CTC recovery process described above.
During the early 1900s, the Company and its predecessors
manufactured gas from coal or oil, the sites of which have often
become contaminated with the hazardous residual by-products of the
process. The Company has identified three former manufactured gas
plant sites. One of these sites has been remediated and a site-
closure letter has been received from the San Diego County
Department of Environmental Health. An environmental site
assessment has been conducted and the estimated cost to remediate
the other two sites is $6 million. Ninety percent of the Company's
costs to clean up the gas plants and to meet their PRP obligations,
a total estimated to be $15 million, is recoverable through the
Hazardous Waste Collaborative mechanism.
As a part of its sale of the South Bay and Encina power plants
and 17 combustion turbines (described above), the Company retained
limited remediation obligations for contamination existing on these
sites upon the closing of the sales. The Company's costs to perform
its remediation obligations as a part of such sales is estimated to
be $10 million. These costs are eligible for inclusion in the CTC
recovery process.
Air and Water Quality. California's air quality standards are more
restrictive than federal standards. However, due to the sale of the
electric-generating power plants, the Company's primary air-quality
issue, compliance with these standards will be less significant in
the future.
In connection with the issuance of operating permits, the
Company and the other owners of SONGS reached agreement with the
California Coastal Commission to mitigate the environmental damage
to the marine environment attributed to the cooling-water discharge
from SONGS Units 2 and 3. This mitigation program includes an
enhanced fish-protection system, a 150-acre artificial reef and
restoration of 150 acres of coastal wetlands. In addition, the
owners must deposit $3.6 million with the state for the enhancement
of marine fish hatchery programs and pay for monitoring and
oversight of the mitigation projects. The Company's share of the
cost is estimated to be $23 million. The pricing structure
contained in the CPUC's decision regarding accelerated recovery of
SONGS Units 2 and 3 costs is expected to accommodate most of these
added mitigation costs.
The environmental laws and regulations regarding natural gas
affect the operations of customers as well as the Company's
regulated natural gas operations. Increasingly complex
administrative and reporting requirements of environmental agencies
applicable to commercial and industrial customers utilizing natural
gas are not generally required of those using electricity. However,
anticipated advancements in natural gas technologies are expected
to enable natural gas equipment to remain competitive with
alternate energy sources.
The transmission and distribution of natural gas require the
operation of compressor stations, which are subject to increasingly
stringent air-quality standards. Costs to comply with these
standards are recovered in rates.
Other Income, Interest Expense and Income Taxes
Other Income
Other income, which primarily consists of interest income from
short-term investments and regulatory accounts receivable balances,
increased in 1998 to $21 million from $7 million in 1997. The
increase was primarily due to interest earned on temporary
investment balances, which were higher in 1998 than in 1997 due to
cash received from the issuance of the rate-reduction bonds in
December 1997. Other income increased slightly in 1997 to $7
million from $4 million in 1996.
Interest Expense
Interest expense for 1998 increased to $116 million from $86
million in 1997 primarily due to the issuance of rate-reduction
bonds in December 1997. Interest expense for 1997 decreased to $86
million from $91 million in 1996 as a result of lower long-term
debt balances throughout most of 1997.
Income Taxes
Income tax expense was $142 million, $219 million and $198 million
in 1998, 1997 and 1996, respectively. These represent effective
tax rates of 43 percent, 48 percent and 47 percent for the same
periods. The decrease in the effective tax rate in 1998 is
primarily due to tax issues related to the recovery of CTC.
Derivative Financial Instruments
The Company's policy is to use derivative financial instruments to
manage exposure to fluctuations in interest rates, foreign currency
exchange rates and energy prices. Transactions involving these
financial instruments are with reputable firms and major exchanges.
The use of these instruments may expose the Company to market and
credit risks. At times, credit risk may be concentrated with
certain counterparties, although counterparty nonperformance is not
anticipated.
The Company periodically enters into interest-rate swap and cap
agreements to moderate exposure to interest-rate changes and to
lower the overall cost of borrowing. These swap and cap agreements
generally remain off the balance sheet as they involve the exchange
of fixed-rate and variable-rate interest payments without the
exchange of the underlying principal amounts. The related gains or
losses are reflected in the income statement as part of interest
expense. The Company would be exposed to interest-rate fluctuations
on the underlying debt should other parties to the agreement not
perform. Such nonperformance is not anticipated. At December 31,
1998 and 1997, the notional amount of swap transactions totaled $45
million. See Note 9 of the notes to Consolidated Financial
Statements for further information regarding these swap
transactions.
The Company uses energy derivatives to manage natural gas price
risk associated with servicing its load requirements. These
instruments include forward contracts, futures, swaps, options and
other contracts, with maturities ranging from 30 days to 12 months.
In the case of price-risk management activities, the use of
derivative financial instruments by the Company is subject to
certain limitations imposed by established Company policy and
regulatory requirements. See Note 9 of the notes to Consolidated
Financial Statements and the "Market Risk Management Activities"
section below for further information regarding the use of energy
derivatives by the Company.
Market Risk Management Activities
Market risk is the risk of erosion of the Company's cash flows, net
income and asset values due to adverse changes in interest and
foreign-currency rates, and in prices for energy. The Company has
adopted corporate-wide policies governing its market-risk
management activities. An Energy Risk Management Oversight
Committee, consisting of senior corporate officers, oversees
Company-wide energy-price risk-management activities to ensure
compliance with the Company's stated energy risk-management
policies.
Along with other tools, the Company uses Value at Risk (VaR) to
measure its exposure to market risk. VaR is an estimate of the
potential loss on a position or portfolio of positions over a
specified holding period, based on normal market conditions and
within a given statistical confidence level. The Company has
adopted the variance/covariance methodology in its calculation of
VaR, and uses a 95 percent confidence level. Holding periods are
specific to the types of positions being measured, and are
determined based on the size of the position or portfolios, market
liquidity, tenor and other factors. Historical volatilities and
correlations between instruments and positions are used in the
calculation.
The following is a discussion of the Company's primary market-
risk exposures as of December 31, 1998, including a discussion of
how these exposures are managed.
Interest Rate Risk
The Company is exposed to fluctuations in interest rates primarily
as a result of its fixed-rate long-term debt. The Company has
historically funded its operations through long-term bond issues
with fixed interest rates. With the restructuring of the regulatory
process, greater flexibility has been permitted within the debt-
management process. As a result, recent debt offerings have been
selected with short-term maturities to take advantage of yield
curves or used a combination of fixed- and floating-rate debt.
Interest rate swaps, subject to regulatory constraints, may be used
to adjust interest-rate exposures when appropriate, based upon
market conditions.
The VaR on the Company's fixed rate long-term debt is estimated
at approximately $129 million as of December 31, 1998, assuming a
one-year holding period.
Energy Price Risk
Market risk related to physical commodities is based upon potential
fluctuations in natural gas, petroleum and electricity commodity
exchange prices and basis. The Company's market risk is impacted by
changes in volatility and liquidity in the markets in which these
instruments are traded. The Company is exposed, in varying degrees,
to price risk in the natural gas, petroleum and electricity
markets. The Company's policy is to manage this risk within a
framework that considers the unique markets, operating and
regulatory environment.
Market Risk
The Company is exposed to market risk in its natural gas purchase,
sale and storage activities whenever natural gas prices fall
outside the PBR tolerance band. SDG&E manages this risk within the
parameters of the Company's market-risk management framework. As of
December 31, 1998 the total VaR of the Company's natural gas
positions was not material.
SDG&E is exposed to market risk on its electricity purchases
and sales under the electricity rate cap. See Note 12 of the notes
to Consolidated Financial Statements and the discussion under the
"Factors Influencing Future Performance" section for further
information regarding the electricity rate cap.
Credit Risk
Credit risk relates to the risk of loss that would be incurred as a
result of nonperformance by counterparties pursuant to the terms of
their contractual obligations. The Company avoids concentration of
counterparties and maintains credit policies with regard to
counterparties that management believes significantly minimize
overall credit risk. These policies include an evaluation of
potential counterparties' financial condition (including credit
rating), collateral requirements under certain circumstances, and
the use of standardized agreements that allow for the netting of
positive and negative exposures associated with a single
counterparty.
The Company monitors credit risk through a credit-approval process
and the assignment and monitoring of credit limits. These credit
limits are established based on risk and return considerations
under terms customarily available in the industry.
Year 2000 Issues
Most companies are affected by the inability of many automated
systems and applications to process the year 2000 and beyond. The
Year 2000 issues are the result of computer programs and other
automated processes using two digits to identify a year, rather
than four digits. Any of the Company's computer programs that
include date-sensitive software may recognize a date using "00" as
representing the year 1900, instead of the year 2000, or "01" as
1901, etc., which could lead to system malfunctions. The Year 2000
issue impacts both Information Technology (IT) systems and also
non-IT systems, including systems incorporating "embedded
processors." To address this problem, in 1996, both Pacific
Enterprises and Enova Corporation established company-wide Year
2000 programs. These programs have now been consolidated into the
Sempra Energy's overall Year 2000 readiness effort. Sempra Energy
has established a central Year 2000 Program Office which reports to
the its Chief Information Technology Officer and reports
periodically to the audit committee of the Board of Directors.
The Company's State of Readiness
Sempra Energy is identifying all IT and non-IT systems that might
not be Year 2000 ready and categorizing them in the following
areas: IT applications, computer hardware and software
infrastructure, telecommunications, embedded systems and third
parties. Sempra Energy is currently evaluating its exposure in all
of these areas. These systems and applications are being tracked
and measured through four key phases: inventory, assessment,
remediation/testing and Year 2000 readiness. Those applications and
systems, which, if not appropriately remediated, may have a
significant impact on energy delivery, revenue collection or the
safety of personnel, customers or facilities, are being assessed
and modified/replaced first. The testing effort includes functional
testing of Year 2000 dates and validating that changes have not
altered existing functionality. Sempra Energy uses an independent,
internal-review process to verify that the appropriate testing has
occurred.
Inventory and assessment for all company systems were completed
by January 1999 and ongoing inventory and assessment will be
performed, as necessary, on any new applications. The project is on
schedule and the Company estimates that by June 30, 1999, all
critical systems will be suitable for continued use into the year
2000 with no significant operational problems.
Sempra Energy's current schedule for Year 2000 testing,
readiness and development of contingency plans is subject to change
depending upon the remediation and testing phases of its compliance
effort and upon developments that may arise as the Company
continues to assess its computer-based systems and operations. In
addition, this schedule is dependent upon the efforts of third
parties, such as suppliers (including energy producers) and
customers. Accordingly, delays by third parties may cause Sempra
Energy's schedule to change.
Costs to Address Sempra Energy's Year 2000 Issues
Sempra Energy's budget for the Year 2000 program is $48 million, of
which $38 million has been spent. As Sempra Energy continues to
assess its systems and as the remediation and testing efforts
progress, cost estimates may change. Sempra Energy's Year 2000
readiness effort is being funded entirely by operating cash flows.
The Risks of Sempra Energy's Year 2000 Issues
Based upon its current assessment and testing of the Year 2000
issue, Sempra Energy believes the reasonably likely worst case Year
2000 scenarios to have the following impacts upon its operations.
With respect to Sempra Energy's ability to provide energy to its
domestic utility customers, it believes that the reasonably likely
worst case scenario is for small, localized interruptions of
natural gas or electrical service which are restored in a time-
frame that is within normal service levels. With respect to
services that are essential to Sempra Energy's operations, such as
customer service, business operations, supplies and emergency
response capabilities, the scenario is for minor disruptions of
essential services with rapid recovery and all essential
information and processes ultimately recovered.
To assist in preparing for and mitigating these possible
scenarios, Sempra Energy is a member of several industry-wide
efforts established to deal with Year 2000 problems affecting
embedded systems and equipment used by the nation's natural gas and
electric power companies. Under these efforts, participating
utilities are working together to assess specific vendors' system
problems and to test plans. These assessments will be shared by the
industry as a whole to facilitate Year 2000 problem solving.
A portion of this risk is due to the various Year 2000
schedules of critical third-party suppliers and customers. Sempra
Energy is in the process of contacting its critical suppliers and
customers to survey their Year 2000 remediation programs. While
risks related to the lack of Year 2000 readiness by third parties
could materially and adversely affect the Company's business,
results of operations and financial condition, the Company expects
its Year 2000 readiness efforts to reduce significantly the
Company's level of uncertainty about the impact of third party Year
2000 issues on both its IT systems and non-IT systems.
Company's Contingency Plans
Sempra Energy's contingency plans for Year-2000-related
interruptions are being incorporated in its existing overall
emergency preparedness plans. To the extent appropriate, such plans
will include emergency backup and recovery procedures, remediation
of existing systems parallel with installation of new systems,
replacing electronic applications with manual processes,
identification of alternate suppliers and increasing inventory
levels. Sempra Energy expects these contingency plans to be
completed by June 30, 1999. Due to the speculative and uncertain
nature of contingency planning, there can be no assurances that
such plans actually will be sufficient to reduce the risk of
material impacts on Sempra Energy's operations due to Year 2000
issues.
New Accounting Standards
In June 1998, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards (SFAS) No. 133
"Accounting for Derivative Instruments and Hedging Activities."
This statement, which is effective January 1, 2000, requires that
an entity recognize all derivatives as either assets or liabilities
in the statement of financial position, measure those instruments
at fair value and recognize changes in the fair value of
derivatives in earnings in the period of change unless the
derivative qualifies as an effective hedge that offsets certain
exposures. The effect of this standard on the Company's
Consolidated Financial Statements has not yet been determined.
Information Regarding Forward-Looking Statements
This report includes forward-looking statements within the
definition of Section 27A of the Securities Act of 1933 and Section
21E of the Securities Exchange Act of 1934. The words "estimates,"
"believes," "expects," "anticipates," "plans" and "intends,"
variations of such words, and similar expressions are intended to
identify forward-looking statements that involve risks and
uncertainties which could cause actual results to differ materially
from those anticipated. These statements are necessarily based upon
various assumptions involving judgments with respect to the future
including, among others, local, regional, national, and
international economic, competitive, political and regulatory
conditions and developments, technological developments, capital
market conditions, inflation rates, interest rates, energy markets,
weather conditions, business and regulatory or legal decisions, the
pace of deregulation of retail natural gas and electricity
industries, the timing and success of business development efforts,
and other uncertainties, all of which are difficult to predict and
many of which are beyond the control of the Company. Accordingly,
while the Company believes that the assumptions are reasonable,
there can be no assurance that they will approximate actual
experience, or that the expectations will be realized. Readers are
urged to carefully review and consider the risks, uncertainties and
other factors which affect the Company's business described in this
annual report and other reports filed by the Company from time to
time with the Securities and Exchange Commission.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The information required by Item 7A is set forth under "Item 7.
Management's Discussion and Analysis of Financial Condition and
Results of Operations - Market Risk Management Activities."
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Shareholders of San Diego Gas &
Electric Company:
We have audited the accompanying consolidated balance sheets
of San Diego Gas & Electric Company and subsidiary as of December
31, 1998 and 1997, and the related statements of consolidated
income, changes in shareholders' equity, and cash flows for each of
the three years in the period ended December 31, 1998. These
financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements. An audit also
includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, such consolidated financial statements present
fairly, in all material respects, the financial position of San
Diego Gas & Electric Company and subsidiary as of December 31, 1998
and 1997, and the results of their operations and their cash flows
for each of the three years in the period ended December 31, 1998
in conformity with generally accepted accounting principles.
/s/ DELOITTE & TOUCHE LLP
San Diego, California
January 27, 1999, except for Note 14 as to which the date is
February 22, 1999
<TABLE>
SAN DIEGO GAS & ELECTRIC COMPANY AND SUBSIDIARY
STATEMENTS OF CONSOLIDATED INCOME
Dollars in millions
<CAPTION>
For the years ended December 31 1998 1997 1996
------- ------- -------
<S> <C> <C> <C>
Operating Revenues
Electric $1,865 $1,769 $1,591
PX / ISO power 500 -- --
Gas 384 398 348
------- ------- -------
Total 2,749 2,167 1,939
------- ------- -------
Expenses
Electric fuel 177 164 134
Purchased power 292 441 311
PX / ISO power 468 -- --
Gas purchased for resale 166 183 152
Maintenance 106 87 58
Depreciation and decommissioning 603 324 314
Property and other taxes 42 43 45
General and administrative 290 213 248
Other 186 178 166
Income taxes 133 217 202
------- ------- -------
Total 2,463 1,850 1,630
------- ------- -------
Operating Income 286 317 309
------- ------- -------
Other Income and (Deductions)
Allowance for equity funds used
during construction 5 5 5
Taxes on nonoperating income (9) (2) 4
Other - net 25 4 (5)
------- ------- -------
Total 21 7 4
------- ------- -------
Income Before Interest Charges 307 324 313
------- ------- -------
Interest Charges
Long-term debt 96 69 76
Short-term debt and other 14 14 13
Amortization of debt discount and
expense, less premium 8 5 5
Allowance for borrowed funds
used during construction (2) (2) (3)
------- ------- -------
Total 116 86 91
------- ------- -------
Net Income 191 238 222
Preferred Dividend Requirements 6 6 6
------- ------- -------
Earnings Applicable to Common Shares $ 185 $ 232 $ 216
======= ======= =======
See notes to Consolidated Financial Statements.
</TABLE>
<TABLE>
SAN DIEGO GAS & ELECTRIC COMPANY AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
Dollars in millions
<CAPTION>
Balance at December 31 1998 1997
------- -------
<S> <C> <C>
ASSETS
Utility plant - at original cost $4,903 $4,750
Accumulated depreciation and decommissioning (2,603) (2,391)
------ ------
Utility plant - net 2,300 2,359
------ ------
Nuclear decommissioning trust 494 399
------ ------
Current assets
Cash and temporary investments 284 536
Accounts receivable 199 229
Due from affiliates 110 126
Inventories 77 65
Regulatory balancing accounts undercollected - net 9 --
Other 17 52
------ ------
Total current assets 696 1,008
------ ------
Deferred taxes recoverable in rates 194 185
Regulatory assets 435 608
Deferred charges and other assets 138 95
------ ------
Total $4,257 $4,654
====== ======
CAPITALIZATION AND LIABILITIES
Capitalization
Common equity $1,124 $1,387
Preferred stock not subject to mandatory redemption 78 78
Preferred stock subject to mandatory redemption 25 25
Long-term debt 1,548 1,788
------ ------
Total capitalization 2,775 3,278
------- ------
Current liabilities
Current portion of long-term debt 72 73
Accounts payable 165 161
Dividends payable 102 46
Interest accrued 9 11
Regulatory balancing accounts overcollected - net -- 58
Other 185 114
------ ------
Total current liabilities 533 463
------ ------
Customer advances for construction 41 38
Deferred income taxes - net 397 440
Deferred investment tax credits 89 94
Deferred credits and other liabilities 422 341
Contingencies and commitments (Note 11) -- --
------ ------
Total $4,257 $4,654
====== ======
See notes to Consolidated Financial Statements.
</TABLE>
<TABLE>
SAN DIEGO GAS & ELECTRIC COMPANY AND SUBSIDIARY
STATEMENTS OF CONSOLIDATED CASH FLOWS
<CAPTION>
Dollars in millions
For the years ended December 31 1998 1997 1996
-------- -------- --------
<S> <C> <C> <C>
Cash Flows from Operating Activities
Net income $ 191 $ 238 $ 222
Adjustments to reconcile net income
to net cash provided by operating activities
Depreciation and decommissioning 603 324 314
Allowance for equity funds used during construction (5) (5) (5)
Deferred income taxes and investment tax credits (132) 10 (16)
Application of balancing accounts to stranded costs (86) -- --
Other - net (64) 21 28
Changes in working capital components
Accounts receivable 30 (41) 18
Inventories (12) (2) 5
Other current assets 51 (4) (14)
Interest and taxes accrued 39 (40) (25)
Accounts payable and other current liabilities (66) (143) 50
Regulatory balancing accounts (14) 23 (37)
Cash used by discontinued operations -- -- (11)
------- ------- -------
Net cash provided by operating activities 535 381 529
------- ------- -------
Cash Flows from Investing Activities
Utility construction expenditures (227) (197) (209)
Contributions to decommissioning funds (22) (22) (22)
Other - net (28) 5 (3)
------- ------- -------
Net cash used by investing activities (277) (214) (234)
------- ------- -------
Cash Flows from Financing Activities
Dividends paid (269) (256) (189)
Issuances of long-term debt -- 677 227
Repayment of long-term debt (241) (133) (258)
Redemption of preferred stock -- -- (15)
------- ------- -------
Net cash provided (used) by financing activities (510) 288 (235)
------- ------- -------
Net increase (decrease) (252) 455 60
Cash and temporary investments, January 1 536 81 21
------- ------- -------
Cash and temporary investments, December 31 $ 284 $ 536 $ 81
======= ======= =======
See notes to Consolidated Financial Statements.
</TABLE>
<TABLE>
SAN DIEGO GAS & ELECTRIC COMPANY AND SUBSIDIARY
STATEMENTS OF CONSOLIDATED CASH FLOWS (continued)
<CAPTION>
Dollars in millions
For the years ended December 31 1998 1997 1996
-------- -------- --------
<S> <C> <C> <C>
Supplemental Disclosure of Cash Flow Information
Cash paid during the year for:
Income tax payments, net of refunds $ 207 $ 217 $ 245
======= ======= =======
Interest payments, net of amounts capitalized $ 118 $ 89 $ 94
======= ======= =======
Supplemental Schedule of Non-Cash Transactions
Net assets of affiliates transferred to parent $ -- $ -- $ 150
======= ======= =======
Dividend to parent of intercompany receivable $ 100 $ -- $ --
======= ======= =======
Property dividend to parent $ 29 $ -- $ --
======= ======= =======
See notes to Consolidated Financial Statements.
</TABLE>
<TABLE>
SAN DIEGO GAS & ELECTRIC COMPANY AND SUBSIDIARY
STATEMENTS OF CONSOLIDATED CHANGES IN SHAREHOLDERS' EQUITY
For the years ended December 31, 1998, 1997, 1996
(Dollars in millions)
<CAPTION>
Preferred Stock
------------------------
Not Subject Subject to
to Mandatory Mandatory Common Retained
Redemption Redemption Stock Earnings
- ------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Balance at December 31, 1995 $ 93 $ 25 $ 857 $ 662
Net income 222
Transfer to Enova Corporation (150)
Preferred stock retired (15)
Preferred stock dividends declared (6)
Common stock dividends declared (182)
- ------------------------------------------------------------------------------
Balance at December 31, 1996 78 25 857 546
Net income 238
Special dividend to Enova Corporation (70)
Preferred stock dividends declared (6)
Common stock dividends declared (178)
- ------------------------------------------------------------------------------
Balance at December 31, 1997 78 25 857 530
Net income 191
Special dividends to Sempra Energy (129)
Preferred dividends declared (6)
Common stock dividends declared (319)
- ------------------------------------------------------------------------------
Balance at December 31, 1998 $ 78 $ 25 $ 857 $ 267
==============================================================================
See notes to Consolidated Financial Statements.
</TABLE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1: BUSINESS COMBINATION
On June 26, 1998, Enova Corporation (Enova), parent company of San
Diego Gas & Electric Company (SDG&E), and Pacific Enterprises (PE)
combined into a new company named Sempra Energy. As a result of the
combination, (i) each outstanding share of common stock of Enova
was converted into one share of common stock of Sempra Energy, (ii)
each outstanding share of common stock of PE was converted into
1.5038 shares of common stock of Sempra Energy and (iii) the
preferred stock and preference stock of SDG&E; PE; and PE's
principal subsidiary, Southern California Gas Company (SoCalGas),
remained outstanding. The combination was approved by the
shareholders of both companies on March 11, 1997 and was a tax-free
transaction. The Consolidated Financial Statements of Sempra Energy
and its subsidiaries give effect to the business combination using
the pooling-of-interests method.
As required by the March 1998 decision of the California Public
Utilities Commission (CPUC) approving the business combination,
SDG&E has entered into agreements to sell its fossil-fueled
generation units. The sales are subject to regulatory approvals and
are expected to close during the first half of 1999. Additional
information concerning the sale of SDG&E's power plants is provided
in Note 12. In addition, SoCalGas has sold its options to purchase
the California portions of the Kern River and Mojave Pipeline
natural gas transmission facilities. The Federal Energy Regulatory
Commission's (FERC) approval of the combination includes conditions
that the combined company will not unfairly use any potential
market power regarding natural gas transportation to fossil-fueled
generation plants. The FERC also specifically noted that the
divestiture of SDG&E's fossil-fueled generation plants would
eliminate any concerns about vertical market power arising from
transactions between SDG&E and SoCalGas.
NOTE 2: SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation
The Consolidated Financial Statements include the accounts of SDG&E
and its sole subsidiary, SDG&E Funding LLC. All material
intercompany accounts and transactions have been eliminated.
Property, Plant and Equipment
This primarily represents the buildings, equipment and other
facilities used by the Company to provide natural gas and electric
utility service. The cost of utility plant includes labor,
materials, contract services and related items, and an allowance
for funds used during construction. The cost of retired depreciable
utility plant, plus removal costs minus salvage value, is charged
to accumulated depreciation. Information regarding electric-
industry restructuring and its effect on utility plant is included
in Note 12. Utility plant balances by major functional categories
at December 31, 1998, are: electric distribution $2.4 billion,
natural gas operations $0.9 billion, electric transmission $0.7
billion, electric generation $0.6 billion and other electric $0.3
billion. The corresponding amounts at December 31, 1997, were
essentially the same. Accumulated depreciation and decommissioning
of natural gas and electric utility plant in service at December
31, 1998, are $0.4 billion and $2.2 billion, respectively, and at
December 31, 1997, were $0.4 billion and $2.0 billion,
respectively. Depreciation expense is based on the straight-line
method over the useful lives of the assets or a shorter period
prescribed by the CPUC. The provisions for depreciation as a
percentage of average depreciable utility plant (by major
functional categories) in 1998, 1997, and 1996, respectively are:
natural gas operations 4.01, 4.03, 4.07, electric generation 6.49,
5.60, 5.60, electric distribution 4.49, 4.39, 4.38, electric
transmission 3.31, 3.28, 3.25, and other electric 6.29, 6.02, 5.95.
The increase for electric generation in 1998 reflects the
accelerated recovery of generation facilities. See Note 12 for
additional discussion of generation facilities and industry
restructuring.
Allowance for Funds Used During Construction (AFUDC)
The allowance represents the cost of funds used to finance the
construction of utility plant and is added to the cost of utility
plant. AFUDC also increases income, as an offset to interest
charges shown in the Statements of Consolidated Income, although it
is not a current source of cash.
Inventories
Materials and supplies are $48 million and $43 million at December
31, 1998 and 1997, respectively. Fuel oil inventory is $29 million
and $22 million at December 31, 1998 and 1997, respectively.
Materials and supplies are generally valued at the lower of average
cost or market; fuel oil is valued by the last-in first-out method.
Effects of Regulation
SDG&E accounting policies conform with generally accepted
accounting principles for regulated enterprises and reflect the
policies of the CPUC and the FERC.
SDG&E has been preparing its financial statements in
accordance with the provisions of Statement of Financial Accounting
Standards (SFAS) No. 71, "Accounting for the Effects of Certain
Types of Regulation," under which a regulated utility may record a
regulatory asset if it is probable that, through the ratemaking
process, the utility will recover that asset from customers.
Regulatory liabilities represent future reductions in rates for
amounts due to customers. To the extent that portions of the
utility operations were no longer subject to SFAS No. 71, or
recovery was no longer probable as a result of changes in
regulation or their competitive position, the related regulatory
assets and liabilities would be written off. In addition, SFAS No.
121, "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to Be Disposed Of," affects utility plant and
regulatory assets such that a loss must be recognized whenever a
regulator excludes all or part of an asset's cost from rate base.
As discussed in Note 12, California enacted a law restructuring the
electric-utility industry. The law adopts the December 1995 CPUC
policy decision, and allows California electric utilities the
opportunity to recover existing utility plant and regulatory assets
over a transition period that ends in 2001. In 1997, SDG&E ceased
the application of SFAS No. 71 with respect to its electric-
generation business. The application of SFAS No. 121 continues to
be evaluated as industry restructuring progresses. Additional
information concerning regulatory assets and liabilities is
described below in "Revenues and Regulatory Balancing Accounts" and
in Note 12.
Revenues and Regulatory Balancing Accounts
Revenues from utility customers consist of deliveries to customers
and the changes in regulatory balancing accounts. Previously,
earnings fluctuations from changes in the costs of fuel oil,
purchased energy and natural gas, and consumption levels for
electricity and the majority of natural gas were eliminated by
balancing accounts authorized by the CPUC. This is still the case
for most natural gas operations. However, as a result of
California's electric-restructuring law, overcollections recorded
in SDG&E's Energy Cost Adjustment Clause and Electric Revenue
Adjustment Mechanism balancing accounts were transferred to the
Interim Transition Cost Balancing Account, which is being applied
to transition cost recovery, and fluctuations in costs and
consumption levels can affect earnings from electric operations.
Additional information on electric-industry restructuring is
included in Note 12.
Regulatory Assets
Regulatory assets include San Onofre Nuclear Generating Station
(SONGS), post-retirement benefit costs, deferred income taxes
recoverable in rates and other regulatory-related expenditures that
the Company expects to recover in future rates. See Note 12 for
additional information.
Nuclear Decommissioning Liability
Deferred credits and other liabilities at December 31, 1998,
include $146 million ($117 million in 1997) of accumulated
decommissioning costs associated with the Company's SONGS Unit 1,
which was permanently shut down in 1992. Additional information on
SONGS Unit 1 decommissioning costs is included in Note 5. The
corresponding liability for Units 2 and 3 is included in
accumulated depreciation and amortization.
Comprehensive Income
In 1998, the Company adopted SFAS No. 130, "Reporting Comprehensive
Income." This statement requires reporting of comprehensive income
and its components (revenues, expenses, gains and losses) in any
complete presentation of general-purpose financial statements.
Comprehensive income describes all changes, except those resulting
from investments by owners and distributions to owners, in the
equity of a business enterprise from transactions and other events
including, as applicable, foreign-currency items, minimum pension
liability adjustments and unrealized gains and losses on certain
investments in debt and equity securities. Comprehensive income
was equal to net income for the years ended December 31, 1998,
1997, and 1996.
Use of Estimates in the Preparation of the Financial Statements
The preparation of the consolidated financial statements in
conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during
the reporting period. Actual results could differ from those
estimates.
Statements of Consolidated Cash Flows
Temporary investments are highly liquid investments with original
maturities of three months or less, or investments that are readily
convertible to cash.
Basis of Presentation
Certain prior-year amounts have been reclassified to conform to the
current year's presentation.
New Accounting Standard
In June 1998, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards (SFAS) No. 133
"Accounting for Derivative Instruments and Hedging Activities."
This statement, which is effective January 1, 2000, requires that
an entity recognize all derivatives as either assets or liabilities
in the statement of financial position, measure those instruments
at fair value and recognize changes in the fair value of
derivatives in earnings in the period of change unless the
derivative qualifies as an effective hedge that offsets certain
exposures. The effect of this standard on the Company's
Consolidated Financial Statements has not yet been determined.
NOTE 3: SHORT-TERM BORROWINGS
SDG&E has $30 million of bank lines available to support commercial
paper and $265 million of bank lines available to support variable-
rate, long-term debt. The credit agreements expire at varying dates
from 1999 through 2000 and bear interest at various rates based on
market rates and the Company's credit rating. SDG&E's bank lines of
credit were unused at both December 31, 1998, and 1997.
NOTE 4: LONG-TERM DEBT
- -------------------------------------------------------------------
December 31,
(Dollars in millions) 1998 1997
- -------------------------------------------------------------------
First Mortgage Bonds
7.625% June 15, 2002 $ 28 $ 80
6.800% June 1, 2015 14 14
5.900% June 1, 2018 71 71
5.900% September 1, 2018 93 93
6.100% September 1, 2018 40 40
6.400% September 1, 2018 43 43
6.100% September 1, 2019 35 35
9.625% April 15, 2020 10 54
Variable rates September 1, 2020 58 75
5.850% June 1, 2021 60 60
8.500% April 1, 2022 10 44
5.420% December 1, 2027 45 45
6.400% December 1, 2027 75 75
Variable rates December 1, 2027 130 130
------------------------
712 859
------------------------
Unsecured Bonds
5.900% June 1, 2014 130 130
Variable % July 1, 2021 39 39
Variable % December 1, 2021 60 60
Variable % March 1, 2023 25 25
------------------------
254 254
------------------------
Rate-reduction bonds 592 658
Capital leases 63 95
Other long-term debt -- 1
------------------------
Total 1,621 1,867
Less:
Long term debt due within one year 72 73
Unamortized debt discount less premium 1 6
------------------------
Total $1,548 $1,788
- -------------------------------------------------------------------
First-Mortgage Bonds
First-mortgage bonds are secured by a lien on substantially all of
SDG&E's utility plant. SDG&E may issue additional first-mortgage
bonds upon compliance with the provisions of their bond indentures,
which provide for, among other things, the issuance of an additional
$712 million of first-mortgage bonds at December 31, 1998.
SDG&E retired $147 million of first-mortgage bonds prior to
scheduled maturity. Certain first-mortgage bonds may be called at
SDG&E's option. SDG&E has $188 million of variable-interest-rate
provisions that are callable at various dates within one year.
Rate-Reduction Bonds
In December 1997, $658 million of rate-reduction bonds were issued
on behalf of SDG&E at an average interest rate of 6.26 percent.
These bonds were issued to facilitate the 10-percent rate reduction
mandated by California's electric-restructuring law. See Note 12 for
additional information. These bonds are being repaid over 10 years
by SDG&E's residential and small commercial customers via a charge
on their electricity bills. These bonds are secured by the revenue
streams collected from customers and are not secured by, or payable
from, utility assets.
Interest Rate Swaps
SDG&E periodically enters into interest-rate swap and cap agreements
to moderate its exposure to interest-rate changes and to lower its
overall cost of borrowings. At December 31, 1998, SDG&E had such an
agreement, maturing in 2002, with underlying debt of $45 million.
NOTE 5: FACILITIES UNDER JOINT OWNERSHIP
SONGS and the Southwest Powerlink transmission line are owned jointly
with other utilities. SDG&E's interests at December 31, 1998, are:
- ---------------------------------------------------------------------
(Dollars in millions) Southwest
Project SONGS Powerlink
- ---------------------------------------------------------------------
Percentage ownership 20 89
Regulatory assets $ 312 -
Utility plant in service - $ 217
Accumulated depreciation and amortization - $ 104
Construction work in progress $ 18 $ 1
- ---------------------------------------------------------------------
The Company's share of operating expenses is included in the
Statements of Consolidated Income. Each participant in the facilities
must provide its own financing. The amounts specified above for SONGS
include nuclear production, transmission and other facilities. $11
million of substation equipment included in these amounts is wholly
owned by the Company.
SONGS Decommissioning
Objectives, work scope and procedures for the future dismantling and
decontamination of the SONGS units must meet the requirements of the
Nuclear Regulatory Commission, the Environmental Protection Agency,
the California Public Utilities Commission and other regulatory
bodies.
The Company's share of decommissioning costs for the SONGS units
is estimated to be $425 million in today's dollars and is based on a
cost study completed in 1998. Cost studies are performed and updated
periodically by outside consultants. Although electric-industry
restructuring legislation requires that stranded costs, which include
SONGS' costs, be amortized in rates by 2001, the recovery of
decommissioning costs is allowed until the time that the costs are
fully recovered.
The amount accrued each year is based on the amount allowed by
regulators and is currently being collected in rates. This amount is
considered sufficient to cover the Company's share of future
decommissioning costs. Payments to the nuclear-decommissioning trusts
are expected to continue until SONGS is decommissioned, which is not
expected to occur before 2013. Unit 1, although permanently shut down
in 1992, was scheduled to be decommissioned concurrently with Units 2
and 3. However, the Company and the other owners of SONGS have
requested that the CPUC grant authority to begin decommissioning Unit
1 on January 1, 2000.
The amounts collected in rates are invested in externally
managed trust funds. The securities held by the trust are considered
available for sale and are shown on the Consolidated Balance Sheets
adjusted to market value. The fair values reflect unrealized gains of
$149 million and $89 million at December 31, 1998, and 1997,
respectively.
The Financial Accounting Standards Board is reviewing the
accounting for liabilities related to closure and removal of long-
lived assets, such as nuclear power plants, including the
recognition, measurement and classification of such costs. The Board
could require, among other things, that the Company's future balance
sheets include a liability for the estimated decommissioning costs,
and a related increase in the cost of the asset.
Additional information regarding SONGS is included in Notes 11
and 12.
NOTE 6: INCOME TAXES
The reconciliation of the statutory federal income tax rate to the
effective income tax rate is as follows:
- -------------------------------------------------------------
1998 1997 1996
- -------------------------------------------------------------
Statutory federal income tax rate 35.0% 35.0% 35.0%
Depreciation 0.1 7.1 5.7
State income taxes - net of
federal income tax benefit 5.6 5.7 6.1
Tax credits (1.7) (1.3) (2.1)
Other - net 3.6 1.4 2.3
---------------------------
Effective income tax rate 42.6% 47.9% 47.0%
- -------------------------------------------------------------
The components of deferred income taxes at December 31 are as
follows:
- -------------------------------------------------------------
(Dollars in millions) 1998 1997
- -------------------------------------------------------------
Deferred tax liabilities
Differences in financial and
tax bases of utility plant $ 440 $ 568
Regulatory balancing accounts 74 -
Loss on reacquired debt 34 31
Other 71 33
---------------------------
Total deferred tax liabilities 619 632
---------------------------
Deferred tax assets
Unamortized investment tax credits 63 65
Regulatory balancing accounts - 28
Unbilled revenue 22 22
Other 100 90
---------------------------
Total deferred tax assets 185 205
---------------------------
Net deferred income tax liability 434 427
Current portion - net
asset (liability) (37) 13
---------------------------
Non-current portion - net liability $ 397 $ 440
- -------------------------------------------------------------
The components of income tax expense are as follows:
- -------------------------------------------------------------
(Dollars in millions) 1998 1997 1996
- -------------------------------------------------------------
Current
Federal $ 150 $ 164 $ 169
State 41 44 45
---------------------------
Total current taxes 191 208 214
---------------------------
Deferred
Federal (30) 13 (9)
State (16) 2 (1)
---------------------------
Total deferred taxes (46) 15 (10)
---------------------------
Deferred investment
tax credits - net (3) (4) (6)
---------------------------
Total income tax expense $ 142 $ 219 $ 198
- -------------------------------------------------------------
Federal and state income taxes are allocated between operating
income and other income.
NOTE 7: EMPLOYEE BENEFIT PLANS
The information presented below describes the plans of the Company.
In connection with the PE/Enova Business Combination described in
Note 1, certain of these plans have been or will be replaced or
modified, and numerous participants have been or will be
transferred from the Company's plans to those of Sempra Energy.
Pension and Other Postretirement Benefits
The Company sponsors qualified and nonqualified pension plans and
other postretirement benefit plans for its employees. The following
tables provide a reconciliation of the changes in the plans'
benefit obligations and fair value of assets over the two years,
and a statement of the funded status as of each year end:
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
Other
Pension Benefits Postretirement Benefits
-----------------------------------------------
(Dollars in millions) 1998 1997 1998 1997
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Weighted-Average Assumptions
as of December 31:
Discount rate 6.75% 7.25% 6.75% 7.25%
Expected return on plan assets 8.50% 8.50% 8.50% 4.50%
Rate of compensation increase 5.00% 5.00% 5.00% 5.00%
Cost trend of covered
health-care charges - - 8.00%(1) 7.00%(2)
Change in Benefit Obligation:
Net benefit obligation at
January 1 $ 605 $ 546 $ 43 $ 41
Service cost 19 18 1 1
Interest cost 43 40 3 3
Plan amendments (3) - - -
Actuarial (gain) loss (17) 19 5 1
Transfer of liability (3) (112) - - -
Special termination benefits 9 - - -
Gross benefits paid (50) (18) (4) (3)
-----------------------------------------------
Net benefit obligation at
December 31 494 605 48 43
-----------------------------------------------
Change in Plan Assets:
Fair value of plan assets
at January 1 699 598 14 12
Actual return on plan assets 103 118 1 1
Employer contributions 1 1 6 4
Transfer of assets (3) (166) - - -
Gross benefits paid (50) (18) (4) (3)
-----------------------------------------------
Fair value of plan assets
at December 31 587 699 17 14
-----------------------------------------------
Funded status at December 31 93 94 (31) (29)
Unrecognized net actuarial
(gain) loss (196) (200) 1 (2)
Unrecognized prior service cost 23 29 - -
-----------------------------------------------
Net liability at December 31 (4) $ (80) $ (77) $ (30) $ (31)
- ---------------------------------------------------------------------------------
(1) Decreasing to ultimate trend of 6.50% in 2004.
(2) Decreasing to ultimate trend of 6.50% in 1998.
(3) To reflect transfer of plan assets and liability to Sempra Energy
plan for Company employees transferred to Sempra Energy.
(4) Approximates amounts recognized in the Consolidated Balance Sheets at
December 31. Prior year amounts include non-qualified plans to be
consistent with the current year presentation.
</TABLE>
The following table provides the components of net periodic benefit
cost for the plans:
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------
Other
Pension Benefits Postretirement Benefits
-----------------------------------------------
(Dollars in millions) 1998 1997 1996 1998 1997 1996
-----------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Service cost $ 19 $ 18 $ 19 $ 1 $ 1 $ 1
Interest cost 43 40 39 3 3 3
Expected return on assets (60) (50) (45) (1) - -
Amortization of:
Transition obligation - - - 2 2 2
Prior service cost 3 3 3 - - -
Actuarial gain (11) (9) (5) - - -
Special termination benefit 9 - - - - -
Regulatory adjustment - - (15) - (1) (1)
-----------------------------------------------
Total net periodic benefit cost $ 3 $ 2 $ (4) $ 5 $ 5 $ 5
- ---------------------------------------------------------------------------------
</TABLE>
Assumed health care cost trend rates have a significant effect
on the amounts reported for the health care plans. A 1% change in
assumed health care cost trend rates would have the following
effects:
- ------------------------------------------------------------------------
(Dollars in millions) 1% Increase 1% Decrease
- ------------------------------------------------------------------------
Effect on total of service and interest cost
components of net periodic postretirement
health care benefit cost -- --
Effect on the health care component of the
accumulated postretirement benefit obligation $ 2 $ (1)
- ------------------------------------------------------------------------
The projected benefit obligation and accumulated benefit obligation
of the pension plan were $15 million and $14 million, respectively,
as of December 31, 1998, and $16 million and $10 million, as of
December 31, 1997.
Other postretirement benefits include medical benefits for
retirees and their spouses and retiree life insurance.
Savings Plans
SDG&E offers a savings plan, administered by plan trustees, to all
eligible employees. Eligibility to participate in the plan begins
after one month of service. Employees may contribute, subject to
plan provisions, from 1 percent to 15 percent of their regular
earnings. The employees' contributions, at the direction of the
employees, are primarily invested in Sempra Energy common stock or
mutual funds. Employer contributions, after one year of service,
are made in shares of Sempra Energy common stock. Employer
contributions are equal to 50 percent of the first 6 percent of
eligible base salary contributed by employees. During 1998, SDG&E's
plan contribution was age-based for represented employees. Annual
expense for the savings plans was $5 million in 1998, $3 million in
1997 and $2 million in 1996.
NOTE 8: STOCK-BASED COMPENSATION
Sempra Energy has stock-based compensation plans that align
employee and shareholder objectives related to Sempra Energy's
long-term growth. The long-term incentive stock compensation plan
provides for aggregate awards of Sempra Energy non-qualified stock
options, incentive stock options, restricted stock, stock
appreciation rights, performance awards, stock payments or dividend
equivalents to eligible employees of Sempra Energy and its
subsidiaries.
In 1995, Statement of Financial Accounting Standards (SFAS)
No. 123, "Accounting for Stock-Based compensation," was issued. It
encourages a fair-value-based method of accounting for stock-based
compensation. As permitted by SFAS No. 123, Sempra Energy and its
subsidiaries adopted the statement's disclosure-only requirements
and continue to account for stock-based compensation in accordance
with the provisions of accounting Principles Board Opinion No. 25,
"Accounting for Stock Issued to Employees."
To the extent that subsidiary employees participate in the
plans or that subsidiaries are allocated a portion of Sempra
Energy's costs of the plans, the subsidiaries record an expense for
the plans. SDG&E recorded expenses of $2 million in 1998, $1
million in 1997 and $1 million in 1996.
NOTE 9: FINANCIAL INSTRUMENTS
Fair Value
The fair values of the Company's financial instruments are not
materially different from the carrying amounts, except for long-
term debt. The carrying amounts and fair values of long-term debt
are $1.5 billion and $1.6 billion, respectively, at December 31,
1998, and $1.8 billion each at December 31, 1997. The fair values
of the first-mortgage and other bonds are estimated based on quoted
market prices for them or for similar issues. Included in long-term
debt are the Company's rate-reduction bonds. The carrying amounts
and fair values of the rate-reduction bonds are $592 million and
$607 million, respectively, at December 31, 1998, and $658 million
each at December 31, 1997.
Off-Balance-Sheet Financial Instruments
The Company's policy is to use derivative financial instruments to
manage its exposure to fluctuations in interest rates, foreign-
currency exchange rates and energy prices. Transactions involving
these financial instruments expose the Company to market and credit
risks which may at times be concentrated with certain
counterparties, although counterparty nonperformance is not
anticipated.
Swap Agreements
The Company periodically enters into interest-rate-swap and cap
agreements to moderate exposure to interest-rate changes and to
lower the overall cost of borrowing. These agreements generally
remain off the balance sheet as they involve the exchange of fixed-
and variable-rate interest payments without the exchange of the
underlying principal amounts. The related gains or losses are
reflected in the consolidated income statement as part of interest
expense.
At December 31, 1998, and 1997, the Company had one interest-
rate-swap agreement: a floating-to-fixed-rate swap associated with
$45 million of variable-rate bonds maturing in 2002. SDG&E expects
to hold this financial instrument to its maturity. This swap
agreement has effectively fixed the interest rate on the underlying
variable-rate debt at 5.4 percent. SDG&E would be exposed to
interest-rate fluctuations on the underlying debt should the
counterparty to the agreement not perform. Such nonperformance is
not anticipated. This agreement, if terminated, would result in an
obligation of $3 million at December 31, 1998, and $2 million at
December 31, 1997. Additional information on this topic is
included in Note 4.
Energy Derivatives
The Company uses energy derivatives for price-risk management
purposes within certain limitations imposed by Company policies and
regulatory requirements. Energy derivatives are used to mitigate
risk and better manage costs. These instruments include forward
contracts, swaps, options and other contracts which have maturities
ranging from 30 days to 12 months.
For the years ended December 31, 1998, 1997, and 1996, gains
and losses from these activities are not material to SDG&E's
financial statements.
NOTE 10: SHAREHOLDERS' EQUITY
- --------------------------------------------------------------
December 31,
(Dollars in millions) 1998 1997
- --------------------------------------------------------------
COMMON EQUITY
Common stock, without par value,
authorized 255,000,000 shares $ 857 $ 857
Retained earnings 267 530
----------------------
Total common equity $ 1,124 $ 1,387
- --------------------------------------------------------------
All shares of SDG&E common stock are wholly owned by Enova
Corporation.
Dividend Restrictions
The CPUC regulates SDG&E's capital structure, limiting the
dividends it may pay. At December 31, 1998, $183 million of
retained earnings was available for future dividends.
- ---------------------------------------------------------------
Call December 31,
(Dollars in millions except call price) Price 1998 1997
- ---------------------------------------------------------------
PREFERRED STOCK
Not subject to mandatory redemption
$20 par value, authorized
1,375,000 shares:
5% Series, 375,000
shares outstanding $ 24.00 $ 8 $ 8
4.50% Series, 300,000
shares outstanding $ 21.20 6 6
4.40% Series, 325,000
shares outstanding $ 21.00 6 6
4.60% Series, 373,770
shares outstanding $ 20.25 7 7
Without par value:
$1.70 Series, 1,400,000
shares outstanding $ 25.85 35 35
$1.82 Series, 640,000
shares outstanding $ 26.00 16 16
--------------
Total not subject to
mandatory redemption $78 $78
--------------
Subject to mandatory redemption
Without par value
$1.7625 Series, 1,000,000
shares outstanding $ 25.00 $25 $25
- ---------------------------------------------------------------
All series of SDG&E's preferred stock have cumulative preferences
as to dividends. The $20 par value preferred stock has two votes
per share on matters being voted upon by shareholders of SDG&E and
a liquidation value at par, whereas the no par value preferred
stock is nonvoting and has a liquidation value of $25 per share.
SDG&E is authorized to issue 10,000,000 shares of no par value
stock (both subject to and not subject to mandatory redemption).
All series are currently callable except for the $1.70 and $1.7625
series (callable in 2003). The $1.7625 series has a sinking fund
requirement to redeem 50,000 shares per year from 2003 to 2007; the
remaining 750,000 shares must be redeemed in 2008.
NOTE 11: CONTINGENCIES AND COMMITMENTS
Natural Gas Contracts
SDG&E buys natural gas primarily from various spot-market suppliers.
It also has long-term capacity contracts with interstate pipelines
which expire on various dates between 2007 and 2023. SDG&E has long-
term natural gas supply contracts (included in the table below) with
four Canadian suppliers that expire between 2001 and 2004. SDG&E
has been involved in negotiations and litigation with the suppliers
concerning the contracts' terms and prices. SDG&E has settled with
three of the suppliers. One of the three is delivering natural gas
under the terms of the settlement agreement; the other two have
ceased deliveries. The fourth supplier has ceased deliveries
pending legal resolution. If the supply of Canadian natural gas to
SDG&E is not resumed to a level approximating the related committed
long-term pipeline capacity, SDG&E intends to continue using the
capacity in other ways, including the transport of replacement
natural gas and the release of a portion of this capacity to third
parties.
At December 31, 1998, the future minimum payments under natural
gas contracts were:
- ---------------------------------------------------------------------
Storage and
(Dollars in millions) Transportation Natural Gas
- ---------------------------------------------------------------------
1999 $12 $18
2000 11 20
2001 9 22
2002 9 22
2003 9 23
Thereafter 128 -
------------------------
Total minimum payments $178 $105
- ---------------------------------------------------------------------
Total payments under the short-term and long-term contracts were
$103 million in 1998, $125 million in 1997, and $100 million in
1996. All of SDG&E's natural gas is delivered through SoCalGas
pipelines under a short-term transportation agreement. In addition,
SoCalGas provides SDG&E six billion cubic feet of natural gas
storage capacity under an agreement expiring March 2000. These
agreements are not included in the above table.
Purchased Power Contracts
SDG&E buys electric power under several long-term contracts. The
contracts expire on various dates between 1999 and 2025. Under
California's Electric Industry Restructuring law, which is
described in Note 12, the California investor-owned electric
utilities (IOUs) are obligated to bid their power supply, including
owned generation and purchased-power contracts, into the California
Power Exchange (PX). As a result, SDG&E's system requirements are
met primarily through purchases from the PX.
At December 31, 1998, the estimated future minimum payments
under the long-term contracts were:
- ---------------------------------------------------------------------
(Dollars in millions)
- ---------------------------------------------------------------------
1999 $ 249
2000 211
2001 174
2002 136
2003 135
Thereafter 2,001
--------
Total minimum payments $2,906
- ---------------------------------------------------------------------
These payments for actual purchases represent capacity charges
and minimum energy purchases. SDG&E is required to pay additional
amounts for actual purchases of energy that exceed the minimum
energy commitments. Total payments, including actual energy
payments, under the contracts were $293 million in 1998, $421
million in 1997 and $296 million in 1996. Payments under
purchased-power contracts decreased in 1998 as a result of the
purchases from the PX, which commenced April 1, 1998.
SDG&E has entered into agreements to sell its power plants
and other electric-generating resources (excluding SONGS), and has
announced a plan to auction its long-term purchased power
contracts. Additional information on this topic is provided in
Note 12.
Leases
SDG&E has capital and operating leases on real and personal
property expiring at various dates from 1999 to 2030. SDG&E has
nuclear fuel, office buildings, a generating facility and other
properties that are financed by long-term capital leases. Utility
plant includes $177 million at December 31, 1998, and $198 million
at December 31, 1997, related to these leases. The associated
accumulated amortization is $114 million and $102 million,
respectively. SDG&E also has office facilities, computer equipment
and vehicles under operating leases. Certain leases on office
facilities contain escalation clauses requiring annual increases in
rent ranging from 2 percent to 7 percent.
The minimum rental commitments payable in future years under
all noncancellable leases are:
- ---------------------------------------------------------------------
Operating Capitalized
(Dollars in millions) Leases Leases*
- ---------------------------------------------------------------------
1999 $15 $27
2000 13 10
2001 12 10
2002 8 10
2003 7 10
Thereafter 34 5
-------------------------------------
Total future rental commitment $89 72
Imputed interest (6% to 9%) (10)
-------
Net commitment $62
- ---------------------------------------------------------------------
* These amounts are reduced by a total of $55 million upon SDG&E's
divestiture of its fossil fuel generating facilities.
Rent expense totaled $50 million in 1998, $43 million in 1997,
and $46 million in 1996.
Environmental Issues
SDG&E believes that its operations are conducted in accordance with
federal, state and local environmental laws and regulations
governing hazardous wastes, air and water quality, land use, and
solid waste disposal. SDG&E incurs significant costs to operate its
facilities in compliance with these laws and regulations. The
costs of compliance with environmental laws and regulations
generally have been recovered in customer rates.
In 1994, the CPUC approved the Hazardous Waste Collaborative
Memorandum account allowing utilities to recover their hazardous
waste costs, including those related to Superfund sites or similar
sites requiring cleanup. Recovery of 90 percent of cleanup costs
and related third-party litigation costs and 70 percent of the
related insurance-litigation expenses is permitted. Environmental
liabilities that may arise are recorded when remedial efforts are
probable and the costs can be estimated.
At December 31, 1998, the utility's estimated remaining
investigation and remediation liability related to hazardous waste
sites was $15 million, of which 90 percent is authorized to be
recovered through the Hazardous Waste Collaborative mechanism.
SDG&E believes that any costs not ultimately recovered through
rates, insurance or other means, upon giving effect to previously
established liabilities, will not have a material adverse effect on
the Company's consolidated results of operations or the financial
position.
SDG&E's capital expenditures to comply with environmental laws
and regulations were $1 million in 1998, $4 million in 1997, and $6
million in 1996, and are not expected to be significant over the
next five years. These expenditures primarily include the estimated
cost of retrofitting SDG&E's power plants to reduce air emissions.
These costs will be reduced significantly by SDG&E's sale of its
non-nuclear generating facilities. SDG&E has been associated with
various sites which may require remediation under federal, state or
local environmental laws. SDG&E is unable to fully determine the
extent of its responsibility for remediation of these sites until
assessments are completed. Furthermore, the number of others that
also may be responsible, and their ability to share in the cost of
the cleanup, is not known. SDG&E does not anticipate that such
costs, net of the portion recoverable in rates, will be
significant.
As discussed in Note 12, restructuring of the California
electric-utility industry will change the way utility rates are set
and costs are recovered. SDG&E has asked that the collaborative
account be modified, and that electric generation-related cleanup
costs be eligible for transition-cost recovery. The final outcome
of this decision is that SDG&E's costs of compliance with
environmental regulations may be fully recoverable.
Nuclear Insurance
SDG&E and the co-owners of SONGS have purchased primary insurance
of $200 million, the maximum amount available, for public-liability
claims. An additional $8.7 billion of coverage is provided by
secondary financial protection required by the Nuclear Regulatory
Commission and provides for loss sharing among utilities owning
nuclear reactors if a costly accident occurs. SDG&E could be
assessed retrospective premium adjustments of up to $32 million in
the event of a nuclear incident involving any of the licensed,
commercial reactors in the United States, if the amount of the loss
exceeds $200 million. In the event the public-liability limit
stated above is insufficient, the Price-Anderson Act provides for
Congress to enact further revenue-raising measures to pay claims,
which could include an additional assessment on all licensed
reactor operators.
Insurance coverage is provided for up to $2.8 billion of
property damage and decontamination liability. Coverage is also
provided for the cost of replacement power, which includes
indemnity payments for up to three years, after a waiting period of
17 weeks. Coverage is provided primarily through mutual insurance
companies owned by utilities with nuclear facilities. If losses at
any of the nuclear facilities covered by the risk-sharing
arrangements were to exceed the accumulated funds available from
these insurance programs, SDG&E could be assessed retrospective
premium adjustments of up to $6 million.
Department of Energy Decommissioning
The Energy Policy Act of 1992 established a fund for the
decontamination and decommissioning of the Department of Energy
nuclear-fuel-enrichment facilities. Utilities which have used DOE
enrichment services are being assessed a total of $2.3 billion,
subject to adjustment for inflation, over a 15-year period ending
in 2006. Each utility's share is based on its share of enrichment
services purchased from the DOE through 1992. SDG&E's annual
assessment is approximately $1 million. This assessment is
recovered through SONGS revenue.
Litigation
SDG&E is involved in various legal matters, including those arising
out of the ordinary course of business. Management believes that
these matters will not have a material adverse effect on SDG&E's
results of operations, financial condition or liquidity.
Electric Distribution System Conversion
Under a CPUC-mandated program and through franchise agreements with
various cities, SDG&E is committed, in varying amounts, to
converting overhead distribution facilities to underground. As of
December 31, 1998, the aggregate unexpended amount of this
commitment was approximately $104 million. Capital expenditures for
underground conversions were $17 million in 1998 and 1997, and $15
million in 1996.
Concentration of Credit Risk
SDG&E maintains credit policies and systems to minimize overall
credit risk. These policies include, when applicable, the use of an
evaluation of potential counterparties' financial condition and an
assignment of credit limits. These credit limits are established
based on risk and return considerations under terms customarily
available in the industry.
SDG&E grants credit to its utility customers, substantially
all of whom are located in SDG&E's service territory, which covers
all of San Diego County and an adjacent portion of Orange County.
NOTE 12: REGULATORY MATTERS
Electric-Industry Restructuring
In September 1996, California enacted a law restructuring its
electric-utility industry (AB 1890). The legislation adopts the
December 1995 CPUC policy decision restructuring the industry to
stimulate competition and reduce rates.
Beginning on March 31, 1998, customers were given the
opportunity to choose to continue to purchase their electricity
from the local utility under regulated tariffs, to enter into
contracts with other energy-service providers (direct access) or to
buy their power from the independent Power Exchange (PX) that
serves as a wholesale power pool allowing all energy producers to
participate competitively. The PX obtains its power from qualifying
facilities, from nuclear units and, lastly, from the lowest-bidding
suppliers. The California investor-owned electric utilities (IOUs)
are obligated to sell their power supply, including owned-
generation and purchased-power contracts, to the PX. The IOUs are
also obligated to purchase from the PX the power that they
distribute. An Independent System Operator (ISO) schedules power
transactions and access to the transmission system. The local
utility continues to provide distribution service regardless of
which source the consumer chooses. An example of these changes in
the electric-utility environment is the U.S. Navy, SDG&E's largest
customer. The U.S. Navy's contract to purchase energy from SDG&E
was not renewed when it expired on September 30, 1998. Instead, the
U.S. Navy elected to obtain energy through direct access and SDG&E
continues to provide the distribution service.
Utilities are allowed a reasonable opportunity to recover
their stranded costs via a competition transition charge (CTC) to
customers through December 31, 2001. Stranded costs include sunk
costs, as well as ongoing costs the CPUC finds reasonable and
necessary to maintain generation facilities through December 31,
2001. These costs also include other items SDG&E has recorded under
traditional cost-of-service regulation. Certain stranded costs,
such as those related to reasonable employee-related costs directly
caused by restructuring, and purchased-power contracts (including
those with qualifying facilities) may be recovered beyond December
31, 2001. To the extent that the opportunity to recover stranded
costs is reduced by the costs to accommodate the implementation of
direct access and the ISO/PX during the rate freeze (discussed
below), those displaced stranded costs may be recovered after
December 31, 2001. Outside of those exceptions, stranded costs not
recovered through 2001 will not be collected from customers. Such
costs, if any, would be written off as a charge against earnings.
Nuclear decommissioning costs are nonbypassable until fully
recovered, but are not included as part of transition costs.
Through December 31, 1998, SDG&E has recovered transition
costs of $500 million for nuclear generation and $200 million for
non-nuclear generation. Excluding the costs of purchased power and
other costs whose recovery is not limited to the pre-2002 period,
the balance of SDG&E's stranded assets at December 31, 1998, is
$600 million, consisting of $400 million for the power plants and
$200 million of related deferred taxes and undercollections.
In November 1997, SDG&E announced a plan to auction its power
plants and other electric-generating assets. This plan includes the
divestiture of SDG&E's fossil power plants and combustion turbines,
its 20-percent interest in SONGS and its portfolio of long-term
purchased-power contracts. The power plants, including the interest
in SONGS, have a net book value as of December 31, 1998, of $400
million ($100 million for fossil and $300 million for SONGS) and a
combined generating capacity of 2,400 megawatts. The proceeds from
the sales, net of the costs of the sales and certain environmental
cleanup costs, will be applied directly to SDG&E's transition
costs. The fossil-fuel assets' auction is being separated from the
auction of SONGS and the purchased-power contracts. In October
1998, the CPUC issued an interim decision approving the
commencement of the fossil fuel assets' auction.
On December 11, 1998, contracts were executed for the sale of
SDG&E's South Bay Power Plant, Encina Power Plant and 17
combustion-turbine generators. The South Bay Power Plant is being
sold to the San Diego Unified Port District for $110 million. The
Encina Power Plant and the combustion-turbine generators are being
sold to a special-purpose entity owned equally by Dynegy Power
Corp. and NRG Energy, Inc. for $356 million. The sales are subject
to regulatory approval and are expected to close during the first
half of 1999.
During the 1998-2001 period, recovery of transition costs is
limited by the rate freeze discussed below. Management believes
that rates and the proceeds from the sale of electric-generating
assets will be sufficient to recover all of SDG&E's approved
transition costs by December 31, 2001, not including the post-2001
purchased-power contracts payments that may be recovered after
2001. However, if 1998-2001 generation costs, principally fuel
costs, are greater than anticipated, SDG&E may be unable to recover
all of its approved transition costs. This would result in a charge
against earnings at the time it ceases to be probable that SDG&E
will be able to recover all of the transition costs.
AB 1890 requires a 10-percent reduction of residential and
small commercial customers' rates, beginning in January 1998, and
provided for the issuance of rate-reduction bonds by an agency of
the state of California to enable the IOUs to achieve this rate
reduction. In December 1997, $658 million of rate-reduction bonds
were issued on behalf of SDG&E at an average interest rate of 6.26
percent. These bonds are being repaid over 10 years by SDG&E's
residential and small commercial customers via a nonbypassable
charge on their electric bills. In 1997, SDG&E formed a subsidiary,
SDG&E Funding LLC, to facilitate the issuance of the bonds. In
exchange for the bond proceeds, SDG&E sold to SDG&E Funding LLC all
of its rights to certain revenue streams collected from such
customers. Consequently, the transaction is structured to cause
such revenue streams not to be the property of SDG&E nor to be
available to satisfy any claims of SDG&E's creditors.
AB 1890 includes a rate freeze for all electric customers.
Until the earlier of March 31, 2002, or when transition-cost
recovery is complete, SDG&E's system-average rate will be frozen at
the June 10, 1996 levels of 9.64 cents per kwh, except for the
impact of fuel-cost changes and the 10-percent rate reduction
described above. Beginning in 1998, system-average rates were fixed
at 9.43 cents per kwh, which includes the maximum permitted
increase related to fuel-cost increases and the mandatory rate
reduction.
In early 1999, SDG&E filed with the CPUC for an interim
mechanism to deal with electric rates after the rate freeze ends,
noting the possibility that the SDG&E rate freeze could end in
1999.
As discussed in Note 2, SDG&E has been accounting for the
economic effects of regulation in accordance with SFAS No. 71. The
SEC indicated a concern that California's investor-owned utilities
(IOUs) may not meet the criteria of SFAS No. 71 with respect to
their electric-generation regulatory assets. SDG&E has ceased the
application of SFAS No. 71 to its generation business, in
accordance with the conclusion of the Emerging Issues Task Force of
the Financial Accounting Standards Board that the application of
SFAS 71 should be discontinued when legislation is issued that
determines that a portion of an entity's business will no longer be
subject to traditional cost-of-service regulation. The
discontinuance of SFAS No. 71 applied to the IOUs' generation
business did not result in a write-off of their net regulatory
assets since the CPUC has approved the recovery of these assets by
the distribution portion of their operations, subject to the rate
freeze.
In October 1997, the FERC approved key elements of the
California IOUs' restructuring proposal. This included the transfer
by the IOUs of the operational control of their transmission
facilities to the ISO, which is under FERC jurisdiction. The FERC
also approved the establishment of the California PX to operate as
an independent wholesale power pool. The IOUs pay to the PX an
upfront restructuring charge (in four annual installments) and an
administrative-usage charge for each megawatt hour of volume
transacted. SDG&E's share of the restructuring charge is
approximately $10 million, which is expected to be recovered as a
transition cost. The IOUs have guaranteed $300 million of
commercial loans to the ISO and PX for their development and
initial start-up. SDG&E's share of the guarantee is $30 million.
Thus far, electric-industry deregulation has been confined to
generation. Transmission and distribution have remained subject to
traditional cost-of-service regulation. However, the CPUC is
exploring the possibility of opening up electric distribution to
competition. During 1999, the CPUC will be conducting a rulemaking,
one objective of which may be to develop a coordinated proposal for
the state legislature regarding how various distribution
competition issues should be addressed. SDG&E and SoCalGas will
actively participate in this effort.
Natural Gas Industry Restructuring
The natural gas industry experienced an initial phase of
restructuring during the 1980s by deregulating natural gas sales to
noncore customers. On January 21, 1998, the CPUC released a staff
report initiating a project to assess the current market and
regulatory framework for California's natural gas industry. The
general goals of the plan are to consider reforms to the current
regulatory framework emphasizing market-oriented policies
benefiting California natural gas consumers.
On August 25, 1998, California adopted a law prohibiting the
CPUC from enacting any natural gas industry restructuring decision
for customers prior to January 1, 2000. During the implementation
moratorium, the CPUC will hold hearings throughout the state and
intends to give the California Legislature a report for its review
detailing specific recommendations for changing the natural gas
market within California. SDG&E will actively participate in this
effort.
Performance-Based Regulation (PBR)
To promote efficient operations and improved productivity and to
move away from reasonableness reviews and disallowances, the CPUC
has been directing utilities to use PBR. PBR has replaced the
general rate case and certain other regulatory proceedings for
SDG&E. Under PBR, regulators require future income potential to be
tied to achieving or exceeding specific performance and
productivity measures, as well as cost reductions, rather than
relying solely on expanding utility rate base in a market where a
utility already has a highly developed infrastructure.
SDG&E participates in a PBR process for base rates for its
electric and natural gas distribution business. In conjunction
therewith, in December 1998, a Cost of Service settlement agreement
among SDG&E, the CPUC's Office of Ratepayers' Advocates (ORA) and
the Utility Consumers' Action Network (UCAN) was approved by the
CPUC, resulting in an authorized revenue increase of $12 million
(an electric-distribution increase of $18 million and a natural gas
decrease of $6 million). The electric-distribution increase does
not affect rates during the rate freeze and, therefore, reduces the
amount available for transition cost recovery. Revised rates were
effective January 1, 1999.
In January 1999, an administrative law judge's proposed
decision was issued on SDG&E's distribution PBR application. The
proposed decision recommends a revenue-per-customer indexing
mechanism rather than the rate-indexing mechanism proposed by
SDG&E. Revenue or base margin per customer is indexed based on
inflation less an estimated productivity factor. In addition, the
proposed decision recommends much tighter earnings sharing bands.
The performance indicators are as adopted in the settlement
agreement, including employee safety, electric reliability,
customer satisfaction, call-center responsiveness and electric-
system maintenance. SDG&E would be authorized to earn or be
penalized up to a maximum of $14.5 million annually as a result of
its performance in those areas.
Biennial Cost Allocation Proceeding (BCAP)
In October 1998, SDG&E filed its 1999 BCAP application requesting
that new rates become effective August 1, 1999 and remain in effect
through December 31, 2002. The proposed end date aligns with the
expiration of SDG&E's PBR. The application seeks overall decreases
in natural gas revenues of $9 million.
Cost of Capital
Under PBR, annual Cost of Capital proceedings were replaced by an
automatic adjustment mechanism if changes in certain indices exceed
established tolerances. Electric-industry restructuring is changing
the method of calculating SDG&E's annual cost of capital. In May
1998, the utility filed with the CPUC its unbundled Cost of Capital
application for 1999 rates. The application seeks approval to
establish new, separate rates of return for SDG&E's electric-
distribution and natural gas businesses. The application proposes a
12.00 percent rate of return on common equity (ROE), which would
produce an overall return on rate base (ROR) of 9.33 percent. The
ORA, UCAN and other intervenors have filed testimony recommending
significantly lower RORs. The ORA is recommending an electric ROR
of 7.68 percent and a natural gas ROR of 8.01 percent. A CPUC
decision is expected during the second quarter of 1999. In 1998,
SDG&E's electric and natural gas distribution operations were
authorized to earn an ROE of 11.6 percent and an ROR of 9.35
percent, unchanged from 1997. In addition, the authorized rates of
return on nuclear and non-nuclear generating assets are 7.14
percent and 6.75 percent, respectively.
Transactions Between Utilities and Affiliated Companies
On December 16, 1997, the CPUC adopted rules, effective January 1,
1998, establishing uniform standards of conduct governing the
manner in which IOUs conduct business with their energy-related
affiliates. The objective of the affiliate-transaction rules is to
ensure that these affiliates do not gain an unfair advantage over
other competitors in the marketplace and that utility customers do
not subsidize affiliate activities. The rules establish standards
relating to non-discrimination, disclosure and information
exchange, and separation of activities.
The CPUC excluded utility-to-utility transactions between
SDG&E and SoCalGas from the affiliate-transaction rules in its
March 1998 decision approving the PE/Enova Business Combination
(see Note 1).
NOTE 13: SEGMENT INFORMATION
The Company has three separately managed reportable segments:
electric transmission and distribution, electric generation, and
natural gas service. The accounting policies of the segments are
the same as those described in Note 2 and segment performance is
evaluated by management based on reported operating income.
Intersegment transactions are generally recorded the same as sales
or transactions with third parties. Interest expense and income tax
expense are not allocated to the reportable segments. Interest
revenue ($40 million, $9 million and $7 million for the years ended
December 31, 1998, 1997 and 1996, respectively) is included in
other income on the Statements of Consolidated Income herein. It is
not allocated to the reportable segments and, therefore, is not
presented in the tables below.
- -----------------------------------------------------------------------
For the year ended December 31,
(Dollars in millions) 1998 1997 1996
- -----------------------------------------------------------------------
Revenues:
Transmission & distribution $ 1,555 $ 1,202 $ 1,095
Electric Generation 810 567 496
Natural Gas 384 398 348
-------------------------------------
Total $ 2,749 $ 2,167 $ 1,939
-------------------------------------
Depreciation and amortization:
Transmission & distribution $ 134 $ 128 $ 122
Electric Generation 430 159 157
Natural Gas 39 37 35
-------------------------------------
Total $ 603 $ 324 $ 314
-------------------------------------
Segment Income:
Transmission & distribution $ 302 $ 349 $ 358
Electric Generation 54 106 95
Natural Gas 63 79 58
-------------------------------------
Total segment income 419 534 511
-------------------------------------
Interest expense (116) (86) (91)
Income tax expense (142) (219) (198)
Nonoperating income 30 9 --
-------------------------------------
Net income $ 191 $ 238 $ 222
-------------------------------------
Capital Expenditures:
Transmission & distribution $ 173 $ 147 $ 155
Electric Generation 18 14 12
Natural Gas 36 36 42
-------------------------------------
Total $ 227 $ 197 $ 209
-------------------------------------
- -----------------------------------------------------------------------
At December 31, or for
the year then ended
(Dollars in millions) 1998 1997 1996
- -----------------------------------------------------------------------
Assets:
Transmission & distribution $ 2,518 $ 2,257 $ 2,318
Electric Generation 685 1,051 1,052
Natural Gas 553 592 626
All other 501 754 165
-------------------------------------
Total $ 4,257 $ 4,654 $ 4,161
-------------------------------------
Geographic Information:
Long-lived assets
United States $ 2,300 $ 2,359 $ 2,409
-------------------------------------
Operating Revenues:
United States $ 2,749 $ 2,159 $ 1,933
Mexico -- 8 6
-------------------------------------
Total $ 2,749 $ 2,167 $ 1,939
- -----------------------------------------------------------------------
NOTE 14: SUBSEQUENT EVENT
On February 22, 1999, Sempra Energy and KN Energy, Inc. (KN Energy)
announced that their respective boards of directors approved Sempra
Energy's acquisition of KN Energy, subject to approval by the
shareholders of both companies and by various federal and state
regulatory agencies. If the transaction is approved, holders of KN
Energy common stock will receive 1.115 shares of Sempra Energy
common stock or $25 in cash, or some combination thereof, for each
share of KN Energy common stock. In the aggregate, the cash portion
of the transaction will constitute not more than 30 percent of the
total consideration of $1.7 billion. The companies anticipate that
the closing will occur in six to eight months. The transaction will
be treated as a purchase for accounting purposes.
NOTE 15: QUARTERLY FINANCIAL DATA (UNAUDITED)
<TABLE>
<CAPTION>
Quarter ended
-----------------------------------------------------
Dollars in millions March 31 June 30 September 30 December 31
- ----------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1998
Operating revenues $ 606 $ 683 $ 815 $ 645
Operating expenses 529 638 727 569
---------------------------------------------------
Operating income $ 77 $ 45 $ 88 $ 76
---------------------------------------------------
Net income $ 50 $ 27 $ 64 $ 50
Dividends on preferred stock 1 2 2 1
---------------------------------------------------
Net income applicable
to common shares $ 49 $ 25 $ 62 $ 49
===================================================
1997
Operating revenues $ 495 $ 492 $ 566 $ 614
Operating expenses 432 414 480 524
---------------------------------------------------
Operating income $ 63 $ 78 $ 86 $ 90
---------------------------------------------------
Net income $ 42 $ 55 $ 65 $ 76
Dividends on preferred stock 2 1 2 1
---------------------------------------------------
Net income applicable
to common shares $ 40 $ 54 $ 63 $ 75
===================================================
</TABLE>
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information required on Identification of Directors is
incorporated by reference from "Election of Directors" in the
Information Statement prepared for the May 1999 annual meeting of
shareholders. The information required on the Company's executive
officers is set forth in Item 4 herein.
ITEM 11. EXECUTIVE COMPENSATION
The information required by Item 11 is incorporated by reference
from "Election of Directors" and "Executive Compensation" in the
Information Statement prepared for the May 1999 annual meeting of
shareholders.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The information required by Item 12 is incorporated by reference
from "Election of Directors" in the Information Statement prepared
for the May 1999 annual meeting of shareholders.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
None.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
FORM 8-K
(a) The following documents are filed as part of this report:
1. Financial statements
Page in
This Report
Independent Auditors' Report . . . . . . . . . . . . . . 35
Statements of Consolidated Income for the years
ended December 31, 1998, 1997 and 1996 . . . . . . . . 36
Consolidated Balance Sheets at December 31,
1998 and 1997. . . . . . . . . . . . . . . . . . . . . 37
Statements of Consolidated Cash Flows for the
years ended December 31, 1998, 1997 and 1996 . . . . . 38
Statements of Consolidated Changes in
Shareholders' Equity for the years ended
December 31, 1998, 1997 and 1996 . . . . . . . . . . . 40
Notes to Consolidated Financial Statements . . . . . . . 41
Quarterly Financial Data (Unaudited) . . . . . . . . . . 64
2. Financial statement schedules
Schedules for which provision is made in Regulation S-X are not
required under the instructions contained therein, are
inapplicable, or the information is included in the notes to the
Consolidated Financial Statements herein.
3. Exhibits
See Exhibit Index on page 68 of this report.
(b) Reports on Form 8-K
The following reports on Form 8-K were filed after September 30,
1998:
A Current Report on Form 8-K filed November 4, 1998 discussed the
defeat of the Voter Initiative which sought to amend or repeal
California electric industry restructuring legislation in various
respects and announced the date of the 1999 Annual Meeting of
Shareholders.
A Current Report on Form 8-K filed December 16, 1998 announced the
execution of contracts for the sale of SDG&E's fossil-fueled power
plants.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned, hereunto duly authorized.
SAN DIEGO GAS & ELECTRIC COMPANY
By:
/s/ Edwin A. Guiles
---------------------------------
Edwin A. Guiles
President and Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report is signed below by the following persons on behalf of the Registrant
in the capacities and on the dates indicated.
Name/Title Signature Date
Principal Executive Officers:
Edwin A. Guiles
President,
Chief Financial Officer /s/ Edwin A. Guiles March 2, 1999
Principal Financial Officer:
Edwin A. Guiles
President,
Chief Financial Officer /s/ Edwin A. Guiles March 2, 1999
Principal Accounting Officer:
Edwin A. Guiles
President,
Chief Financial Officer /s/ Edwin A. Guiles March 2, 1999
Directors:
Warren I. Mitchell
Chairman /s/ Warren I. Mitchell March 2, 1999
Hyla H. Bertea
Director /s/ Hyla H. Bertea March 2, 1999
Ann Burr
Director /s/ Ann Burr March 2, 1999
Herbert L. Carter
Director /s/ Herbert L. Carter March 2, 1999
Richard A. Collato
Director /s/ Richard A. Collato March 2, 1999
Daniel W. Derbes
Director /s/ Daniel W. Derbes March 2, 1999
Wilford D. Godbold, Jr.
Director /s/ Wilford D. Godbold, Jr. March 2, 1999
Robert H. Goldsmith
Director /s/ Robert H. Goldsmith March 2, 1999
William D. Jones
Director /s/ William D. Jones March 2, 1999
Ignacio E. Lozano, Jr.
Director /s/ Ignacio E. Lozano, Jr. March 2, 1999
Ralph R. Ocampo
Director /s/ Ralph R. Ocampo March 2, 1999
William G. Ouchi
Director /s/ William G. Ouchi March 2, 1999
Richard J. Stegemeier
Director /s/ Richard J. Stegemeier March 2, 1999
Thomas C. Stickel
Director /s/ Thomas C. Stickel March 2, 1999
Diana L. Walker
Director /s/ Diana L. Walker March 2, 1999
EXHIBIT INDEX
The Forms 8-K, 10-K and 10-Q referred to herein were filed under
Commission File Number 1-3779 (SDG&E), Commission File Number 1-
11439 (Enova Corporation, Commission File Number 1-14201 (Sempra
Energy) and/or Commission File Number 333-30761 (SDG&E Funding
LLC).
Exhibit 1 -- Underwriting Agreements
1.01 Underwriting Agreement dated December 4, 1997 (Incorporated by
reference from Form 8-K filed by SDG&E Funding LLC on
December 23, 1997 (Exhibit 1.1)).
Exhibit 3 -- Bylaws and Articles of Incorporation
Bylaws
3.01 Restated Bylaws of San Diego Gas & Electric as of September 1, 1998.
Articles of Incorporation
3.02 Amended and Restated Articles of Incorporation of San Diego Gas &
Electric Company (Incorporated by reference from the SDG&E Form 10-Q
for the three months ended March 31, 1994.(Exhibit 3.1))
Exhibit 4 -- Instruments Defining the Rights of Security Holders,
Including Indentures
The Company agrees to furnish a copy of each such instrument to the
Commission upon request.
4.01 Mortgage and Deed of Trust dated July 1, 1940. (Incorporated
by reference from SDG&E Registration No. 2-49810, Exhibit 2A.)
4.02 Second Supplemental Indenture dated as of March 1, 1948.
(Incorporated by reference from SDG&E Registration No. 2-49810,
Exhibit 2C.)
4.03 Ninth Supplemental Indenture dated as of August 1, 1968.
(Incorporated by reference from SDG&E Registration No. 2-68420,
Exhibit 2D.)
4.04 Tenth Supplemental Indenture dated as of December 1, 1968.
(Incorporated by reference from SDG&E Registration No. 2-36042,
Exhibit 2K.)
4.05 Sixteenth Supplemental Indenture dated August 28, 1975.
(Incorporated by reference from SDG&E Registration No. 2-68420,
Exhibit 2E.)
4.06 Thirtieth Supplemental Indenture dated September 28, 1983.
(Incorporated by reference from SDG&E Registration No. 33-34017,
Exhibit 4.3.)
Exhibit 10 -- Material Contracts
10.01 Transition Property Purchase and Sale Agreement dated December
16, 1997 (Incorporated by reference from Form 8-K filed by SDG&E
Funding LLC on December 23, 1997, Exhibit 10.1.)
10.02 Transition Property Servicing Agreement dated December 16, 1997
(Incorporated by reference from Form 8-K filed by SDG&E Funding
LLC on December 23, 1997, Exhibit 10.2.)
Compensation
10.03 Sempra Energy Supplemental Executive Retirement Plan as amended
and restated effective July 1, 1998 (1998 Sempra Energy Form 10-K
Exhibit 10.09).
10.04 Sempra Energy Executive Incentive Plan effective June 1, 1998 (1998
Sempra Energy Form 10-K Exhibit 10.11).
10.05 Sempra Energy Executive Deferred Compensation Agreement effective
June 1, 1998(1998 Sempra Energy Form 10-K Exhibit 10.12).
10.06 Sempra Energy 1998 Long Term Incentive Plan (Incorporated by reference
from the Registration Statement on Form S-8 Sempra Energy Registration
No. 333-56161 dated June 5, 1998).
10.07 Enova Corporation 1986 Long-Term Incentive Plan amended and restated as
the Sempra Energy 1986 Long-Term Incentive Plan (Incorporated by
reference from the Registration Statement on Form S-8 Sempra Energy
Registration No. 333-56161).
10.08 Pacific Lighting Corporation Stock Incentive Plan amended and restated
as the Sempra Energy Stock Incentive Plan (Incorporated by reference
from the Registration Statement on Form S-8 Sempra Energy Registration
No. 333-56161).
10.09 Pacific Enterprises Employee Stock Option Plan amended and restated as
the Sempra Energy Employee Stock Option Plan (Incorporated by reference
from the Registration Statement on Form S-8 Sempra Energy Registration
No. 333-56161).
10.10 Form of Amendment to San Diego Gas & Electric Company
Deferred Compensation Agreements for Officers #1 and #3 (1996
Form 10-K Exhibit 10.6).
10.11 Form of Enova Corporation 1998 Deferred Compensation Agreement
for Officers #1 (1998 compensation, 1998 bonus) (1997 Enova
Form 10-K Exhibit 10.15).
10.12 Form of Enova Corporation 1997 Deferred Compensation Agreement
for Officers #1 (1997 compensation, 1998 bonus) (1996 Form 10-K
Exhibit 10.7).
10.13 Form of San Diego Gas & Electric Company Deferred
Compensation Agreement for Officers #1 (1996 compensation,
1997 bonus)(1995 SDG&E Form 10-K Exhibit 10.1).
10.14 Agreement for Officers #3 (1997 Enova Form 10-K
Exhibit 10.12).
10.15 Form of Enova Corporation 1997 Deferred Compensation
Agreement for Officers #3 (1997 compensation, 1998 bonus)(1996
Form 10-K Exhibit 10.10).
10.16 Form of San Diego Gas & Electric Company Deferred
Compensation Agreement for Officers #3 (1996 compensation,
1997 bonus)(1995 SDG&E Form 10-K Exhibit 10.3).
10.17 Form of Enova Corporation 1998 Deferred Compensation
Agreement for Nonemployee Directors (1997 Enova
Form 10-K Exhibit 10.16).
10.18 Form of Enova Corporation 1997 Deferred Compensation
Agreement for Nonemployee Directors (1996 Form 10-K Exhibit
10.13).
10.19 Compensation Agreement for Nonemployee Directors (1996
compensation)(1995 SDG&E Form 10-K Exhibit 10.5).
10.20 Form of Enova Corporation 1986 Long-Term Incentive Plan
1997 restricted stock award agreement (1997 Enova
Form 10-K Exhibit 10.18).
10.21 Form of Enova Corporation 1986 Long-Term Incentive Plan
1996 restricted stock award agreement (1996 Form 10-K
Exhibit 10.16).
10.22 Form of San Diego Gas & Electric Company 1986 Long-Term
Incentive Plan 1995 restricted stock award agreement
(1995 SDG&E Form 10-K Exhibit 10.7).
10.23 Form of San Diego Gas & Electric Company 1986 Long-Term
Incentive Plan Special 1995 restricted stock award
agreement (1995 SDG&E Form 10-K Exhibit 10.8).
10.24 Form of San Diego Gas & Electric Company 1986 Long-Term
Incentive Plan 1994 restricted stock award agreement two-
year vesting (1995 SDG&E Form 10-K Exhibit 10.9).
10.25 Form of San Diego Gas & Electric Company 1986 Long-Term
Incentive Plan 1994 restricted stock award agreement
(1994 SDG&E Form 10-K Exhibit 10.4).
10.26 Amended 1986 Long-Term Incentive Plan, amended and restated
effective April 25, 1995 (SDG&E's Amendment No. 2 to
Form S-4 filed February 28, 1995).
10.27 Amended 1986 Long-Term Incentive Plan, Restatement as of
October 25, 1993 (1993 SDG&E Form 10-K Exhibit 10.6).
10.28 San Diego Gas & Electric Company Severance Plan effective
October 22, 1996 (1996 Form 10-K Exhibit 10.24).
10.29 San Diego Gas & Electric Company Severance Plan effective
on the date of the Enova Corporation -- Pacific Enterprises
business combination (1996 Form 10-K Exhibit 10.25).
10.30 San Diego Gas & Electric Company Retirement Plan for
Directors, restated as of October 24, 1994 (1994 SDG&E
Form 10-K Exhibit 10.5).
10.31 Executive Incentive Plan dated April 23, 1985 (1991 SDG&E
Form 10-K Exhibit 10.39).
10.32 Employment agreement between San Diego Gas & Electric
Company and Thomas A. Page, dated June 15, 1988 (1988 SDG&E
Form 10-K Exhibit 10E).
10.33 Supplemental Pension Agreement with Thomas A. Page, dated as
of April 3, 1978 (1988 SDG&E Form 10-K Exhibit 10V).
10.34 Supplemental Executive Retirement Plan restated as of
July 1, 1994 (1994 SDG&E Form 10-K Exhibit 10.14).
Financing
10.35 Loan agreement with the City of Chula Vista in connection
with the issuance of $25 million of Industrial Development
Bonds, dated as of October 1, 1997 (Enova 1997 Form 10-K
Exhibit 10.34).
10.36 Loan agreement with the City of Chula Vista in connection
with the issuance of $38.9 million of Industrial Development
Bonds, dated as of August 1, 1996 (1996 Form 10-K Exhibit
10.31).
10.37 Loan agreement with the City of Chula Vista in connection
with the issuance of $60 million of Industrial Development
Bonds, dated as of November 1, 1996 (1996 Form 10-K
Exhibit 10.32).
10.38 Loan agreement with City of San Diego in connection with
the issuance of $57.7 million of Industrial Development
Bonds, dated as of June 1, 1995 (June 30, 1995 SDG&E
Form 10-Q Exhibit 10.3).
10.39 Loan agreement with the City of San Diego in connection with
the issuance of $92.9 million of Industrial Development
Bonds 1993 Series C dated as of July 1, 1993 (June 30, 1993
SDG&E Form 10-Q Exhibit 10.2).
10.40 Loan agreement with the City of San Diego in connection with
the issuance of $70.8 million of Industrial Development Bonds
1993 Series A dated as of April 1, 1993 (March 31, 1993 SDG&E
Form 10-Q Exhibit 10.3).
10.41 Loan agreement with the City of San Diego in connection with
the issuance of $118.6 million of Industrial Development
Bonds dated as of September 1, 1992 (Sept. 30, 1992 SDG&E
Form 10-Q Exhibit 10.1).
10.42 Loan agreement with the City of Chula Vista in connection
with the issuance of $250 million of Industrial Development
Bonds, dated as of December 1, 1992 (1992 SDG&E Form 10-K
Exhibit 10.5).
10.43 Loan agreement with the City of San Diego in connection with
the issuance of $25 million of Industrial Development
Bonds, dated as of September 1, 1987 (1992 SDG&E Form 10-K
Exhibit 10.6).
10.44 Loan agreement with the California Pollution Control Financing
Authority in connection with the issuance of $129.82 million
of Pollution Control Bonds, dated as of June 1, 1996
(1996 Form 10-K Exhibit 10.41).
10.45 Loan agreement with the California Pollution Control
Financing Authority in connection with the issuance of $60
million of Pollution Control Bonds dated as of June 1, 1993
(June 30, 1993 SDG&E Form 10-Q Exhibit 10.1).
10.46 Loan agreement with the California Pollution Control Financing
Authority, dated as of December 1, 1991, in connection with
the issuance of $14.4 million of Pollution Control Bonds
(1991 SDG&E Form 10-K Exhibit 10.11).
Nuclear
10.47 Uranium enrichment services contract between the U.S.
Department of Energy (DOE assigned its rights to the U.S.
Enrichment Corporation, a U.S. government-owned corporation,
on July 1, 1993) and Southern California Edison Company, as
agent for SDG&E and others; Contract DE-SC05-84UEO7541,
dated November 5, 1984, effective June 1, 1984, as amended
(1991 SDG&E Form 10-K Exhibit 10.9).
10.48 Fuel Lease dated as of September 8, 1983 between SONGS Fuel
Company, as Lessor and San Diego Gas & Electric Company, as
Lessee, and Amendment No. 1 to Fuel Lease, dated September
14, 1984 and Amendment No. 2 to Fuel Lease, dated March 2,
1987 (1992 SDG&E Form 10-K Exhibit 10.11).
10.49 Nuclear Facilities Qualified CPUC Decommissioning Master
Trust Agreement for San Onofre Nuclear Generating Station,
approved November 25, 1987 (1992 SDG&E Form 10-K Exhibit 10.7).
10.50 Amendment No. 1 to the Qualified CPUC Decommissioning Master
Trust Agreement dated September 22, 1994 (see Exhibit 10.49
herein)(1994 SDG&E Form 10-K Exhibit 10.56).
10.51 Second Amendment to the San Diego Gas & Electric Company
Nuclear Facilities Qualified CPUC Decommissioning Master
Trust Agreement for San Onofre Nuclear Generating Station
(see Exhibit 10.49 herein)(1994 SDG&E Form 10-K Exhibit 10.57).
10.52 Third Amendment to the San Diego Gas & Electric Company
Nuclear Facilities Qualified CPUC Decommissioning Master
Trust Agreement for San Onofre Nuclear Generating Station
(see Exhibit 10.49 herein)(1996 Form 10-K Exhibit 10.59).
10.53 Fourth Amendment to the San Diego Gas & Electric Company
Nuclear Facilities Qualified CPUC Decommissioning Master
Trust Agreement for San Onofre Nuclear Generating Station
(see Exhibit 10.49 herein)(1996 Form 10-K Exhibit 10.60).
10.54 Nuclear Facilities Non-Qualified CPUC Decommissioning Master
Trust Agreement for San Onofre Nuclear Generating Station,
approved November 25, 1987 (1992 SDG&E Form 10-K Exhibit 10.8).
10.55 First Amendment to the San Diego Gas & Electric Company
Nuclear Facilities Non-Qualified CPUC Decommissioning Master
Trust Agreement for San Onofre Nuclear Generating Station
(see Exhibit 10.54 herein)(1996 Form 10-K Exhibit 10.62).
10.56 Second Amendment to the San Diego Gas & Electric Company
Nuclear Facilities Non-Qualified CPUC Decommissioning Master
Trust Agreement for San Onofre Nuclear Generating Station
(see Exhibit 10.54 herein)(1996 Form 10-K Exhibit 10.63).
10.57 Second Amended San Onofre Agreement among Southern
California Edison Company, SDG&E, the City of Anaheim and
the City of Riverside, dated February 26, 1987 (1990 SDG&E
Form 10-K Exhibit 10.6).
10.58 U. S. Department of Energy contract for disposal of spent
nuclear fuel and/or high-level radioactive waste, entered
into between the DOE and Southern California Edison Company,
as agent for SDG&E and others; Contract DE-CR01-83NE44418,
dated June 10, 1983 (1988 SDG&E Form 10-K Exhibit 10N).
Purchased Power
10.59 Public Service Company of New Mexico and San Diego Gas &
Electric Company 1988-2001 100 mw System Power Agreement
dated November 4, 1985 and Letter of Agreement dated April
28, 1986, June 4, 1986 and June 18, 1986 (1988 SDG&E
Form 10-K Exhibit 10H).
10.60 San Diego Gas & Electric Company and Portland General
Electric Company Long-Term Power Sale and Transmission
Service agreements dated November 5, 1985 (1988 SDG&E Form
10-K Exhibit 10I).
Natural Gas Commodity, Transportation and Storage
10.61 Master Services Contract, Schedule J, Transaction Based Storage
Service Agreement dated April 1, 1999 and expiring March 31, 2000
between San Diego Gas & Electric Company and Southern California Gas
Company.
10.62 Master Services Contract, Schedule J, Transaction Based Storage
Service Agreement dated April 1, 1998 and expiring March 31, 1999
Between San Diego Gas & Electric Company and Southern
California Gas Company.
10.63 Master Services Contract (Intrastate Transportation-utility electric
generation), dated July 1,1998 and expiring July 1, 2000 between San
Diego Gas & Electric Company and Southern California Gas Company.
10.64 Master Services Contract (Intrastate Transportation),dated July 1,
1998 and expiring July 1, 2000 between San Diego Gas & Electric
Company and Southern California Gas Company.
10.65 Long-term Natural Gas Storage Service Agreement dated
January 12, 1994 between Southern California Gas Company
and SDG&E (1994 SDG&E Form 10-K Exhibit 10.42).
10.66 Amendment to San Diego Gas & Electric Company and Southern
California Gas Company Restated Long-Term Wholesale Natural
Gas Service Contract dated March 26, 1993 (1993 SDG&E Form
10-K Exhibit 10.53).
10.67 San Diego Gas & Electric Company and Southern California
Gas Company Restated Long-Term Wholesale Natural Gas Service
Contract, dated September 1, 1990 (1990 SDG&E Form 10-K
Exhibit 10.9).
10.68 Third Amending Agreement, dated November 1, 1997 between
Husky Oil Operations Limited and San Diego Gas & Electric
Company (1997 Enova Corporation Form 10-K Exhibit 10.50).
10.69 Second Amending Agreement, dated January 1, 1997 between
Husky Oil Operations Limited and San Diego Gas & Electric
Company (1997 Enova Corporation Form 10-K Exhibit 10.51).
10.70 Amending Agreement dated November 1, 1994 between Husky
Oil Operations Limited and San Diego Gas & Electric Company
(1997 Enova Corporation Form 10-K Exhibit 10.52).
10.71 Gas Purchase Agreement, dated March 12, 1991 between Husky
Oil Operations Limited and San Diego Gas & Electric Company
(1991 SDG&E Form 10-K Exhibit 10.1).
10.72 Gas Purchase Agreement, dated March 12, 1991 between
Canadian Hunter Marketing Limited and San Diego Gas &
Electric Company (1991 SDG&E Form 10-K Exhibit 10.2).
10.73 Gas Purchase Agreement, dated March 12, 1991 between Bow
Valley Industries Limited and San Diego Gas & Electric
Company (1991 SDG&E Form 10-K Exhibit 10.3).
10.74 Gas Purchase Agreement, dated March 12, 1991 between Summit
Resources Limited and San Diego Gas & Electric Company (1991
SDG&E Form 10-K Exhibit 10.4).
10.75 Service Agreement Applicable to Firm Transportation Service
under Rate Schedule FS-1, dated May 31, 1991 between Alberta
Natural Gas Company Ltd. and San Diego Gas & Electric
Company (1991 SDG&E Form 10-K Exhibit 10.5).
10.76 Amendment to Firm Transportation Service Agreement, dated
December 2, 1996, between Pacific Gas and Electric Company
and San Diego Gas & Electric Company (1997 Enova Corporation
Form 10-K Exhibit 10.58).
10.77 Firm Transportation Service Agreement, dated December 31,
1991 between Pacific Gas and Electric Company and San Diego
Gas & Electric Company (1991 SDG&E Form 10-K Exhibit 10.7).
10.78 Firm Transportation Service Agreement, dated October 13, 1994
between Pacific Gas Transmission Company and San Diego Gas
& Electric Company (1997 Enova Corporation Form 10-K Exhibit
10.60).
Other
10.79 U. S. Navy contract for electric service, Contract
N62474-70-C-1200-P00414, dated September 29, 1988 (1988 SDG&E
Form 10-K Exhibit 10C).
10.80 Lease agreement dated as of March 25, 1992 with American
National Insurance Company as lessor of an office complex at
Century Park (1994 SDG&E Form 10-K Exhibit 10.70).
10.81 Lease agreement dated as of June 15, 1978 with Lloyds Bank
California, as owner-trustee and lessor - Exhibit B to
financing agreement of SDG&E's Encina Unit 5 equipment trust
(1988 SDG&E Form 10-K Exhibit 10W).
10.82 Amendment to Lease agreement dated as of July 1, 1993 with
Sanwa Bank California, as owner-trustee and lessor - Exhibit
B to secured loan agreement of SDG&E's Encina Unit 5
equipment trust (See Exhibit 10.81 herein)(1994 SDG&E Form
10-K Exhibit 10.72).
10.83 Lease agreement dated as of July 14, 1975 with New England
Mutual Life Insurance Company, as lessor (1991 SDG&E Form 10-K
Exhibit 10.42).
10.84 Assignment of Lease agreement dated as of November 19, 1993
to Shapery Developers as lessor by New England Mutual
Life Insurance Company (See Exhibit 10.83 herein)(1994 SDG&E
Form 10-K Exhibit 10.74).
Exhibit 12 -- Statement Re: Computation Of Ratios
12.01 Computation of Ratio of Earnings to Combined Fixed Charges
and Preferred Stock Dividends for the years ended December
31, 1998, 1997, 1996, 1995 and 1994.
Exhibit 21 - Subsidiaries - SDG&E Funding LLC, a wholly owned subsidiary
of SDG&E
Exhibit 23 - Consents of Experts and Counsel
23.01 Independent Auditors' Consent.
Exhibit 27 - Financial Data Schedule
27.01 Financial Data Schedule for the year ended December 31, 1998.
GLOSSARY
AB 1890 Assembly Bill 1890 - California's electric
restructuring law
AFUDC Allowance for Funds Used During
Construction
APCD Air Pollution Control District
BCAP Biennial Cost Allocation Proceeding
Bcf Billion Cubic Feet (of natural gas)
BTU British Thermal Unit
CEC California Energy Commission
CFE Comision Federal de Electricidad
CPUC California Public Utilities Commission
CTC Competition Transition Charge
DOE Department of Energy
DGN Distribuidora de Gas Natural
DTSC Department of Toxic Substances Control
Edison Southern California Edison Company
EMF Electric and Magnetic Fields
Enova Enova Corporation, the Company's parent
FASB Financial Accounting Standards Board
FERC Federal Energy Regulatory Commission
GRC General Rate Case
IDBs Industrial Development Bonds
IOUs Investor-Owned Utilities
ISO Independent System Operator
IT Information Technology
Kv Kilovolt
Kwhr Kilowatt Hour
Mcf Thousand Cubic Feet (of natural gas)
Mmcfd Million Cubic Feet (of natural gas) per day
Mw Megawatt
NPDES National Pollutant Discharge Elimination
System
NRC Nuclear Regulatory Commission
ORA Office of Ratepayer Advocates
PBR Performance-Based Ratemaking
PCB Polychlorinated Biphenyl
PE Pacific Enterprises
PG&E Pacific Gas and Electric Company
PGE Portland General Electric Company
PNM Public Service Company of New Mexico
PRP Potential Responsible Party
PX Power Exchange
QF Qualifying Facility
ROE Return on Equity
ROR Rate of Return
RWQCB Regional Water Quality Control Board
SDG&E San Diego Gas & Electric Company
SEC Securities and Exchange Commission
SFAS Statement of Financial Accounting Standards
SoCalGas Southern California Gas Company, an
affiliate of the Company
SONGS San Onofre Nuclear Generating Station
Southwest Powerlink A transmission line connecting San Diego to
Phoenix and intermediate points
SWRCB State Water Resources Control Board
UEG Utility electric generation
VaR Value at Risk
WSPP Western Systems Power Pool
71
78
EXHIBIT 3.01
BYLAWS OF SAN DIEGO GAS & ELECTRIC COMPANY
As of September 1, 1998
ARTICLE ONE
Corporate Management
The business and affairs of the corporation shall be managed, and
all corporate powers shall be exercised, by or under the direction
of the Board of Directors ("the Board"), subject to the Articles
of Incorporation and the California Corporations Code.
ARTICLE TWO
Officers
Section 1. Designation. The officers of the corporation shall
consist of a Chairman of the Board ("Chairman") or a President, or
both, one or more Vice Presidents, a Secretary, one or more
Assistant Secretaries, a Treasurer, one or more Assistant
Treasurers, a Controller, one or more Assistant Controllers, and
such other officers as the Board may from time to time elect. Any
two or more of such offices may be held by the same person.
Section 2. Term. The officers shall be elected by the Board as
soon as possible after the annual meeting of the Shareholders, and
shall hold office for one year or until their successors are duly
elected. Any officers may be removed from office at any time,
with or without cause, by the vote of a majority of the authorized
number of Directors. The Board may fill vacancies or elect new
officers at any time.
Section 3. Chairman. The Chairman, or any officer designated by
the Chairman, shall preside over meetings of the Shareholders and
of the Board. The Chairman shall perform all other duties
designated by the Board.
Section 4. The President. The President shall have the general
management and direction of the affairs of the corporation,
subject to the control of the Board. In the absence or disability
of the Chairman, the President shall perform the duties and
exercise the powers of the Chairman.
Section 5. Vice Presidents. The Vice Presidents, one of whom
shall be the Chief Financial Officer, shall have such duties as
the President or the Board shall designate.
Section 6. Chief Financial Officer. The Chief Financial Officer
shall be responsible for the issuance of securities and the
management of the corporation's cash, receivables and temporary
investments.
Section 7. Secretary and Assistant Secretary. The Secretary shall
attend all meetings of the Shareholders and the Board, keep a true
and accurate record of the proceedings of all such meetings and
attest the same by his or her signature, have charge of all books,
documents and papers which appertain to the office, have custody
of the corporate seal and affix it to all papers and documents
requiring sealing, give all notices of meetings, have the custody
of the books of stock certificates and transfers, issue all stock
certificates, and perform all other duties usually appertaining to
the office and all duties designated by the bylaws, the President
or the Board. In the absence of the Secretary, any Assistant
Secretary may perform the duties and shall have the powers of the
Secretary.
Section 8. Treasurer and Assistant Treasurer. The Treasurer shall
perform all duties usually appertaining to the office and all
duties designated by the President or the Board. In the absence
of the Treasurer, any Assistant Treasurer may perform the duties
and shall have all the powers of the Treasurer.
Section 9. Controller and Assistant Controller. The Controller
shall be responsible for establishing financial control policies
for the corporation, shall be its principal accounting officer,
and shall perform all duties usually appertaining to the office
and all duties designated by the President or the Board. In the
absence of the Controller, any Assistant Controller may perform
the duties and shall have all the powers of the Controller.
Section 10. Chief Executive Officer. Either the Chairman or the
President shall be the Chief Executive Officer.
Section 11. Chief Operating Officer. Either the President or any
Vice President shall be the Chief Operating Officer.
ARTICLE THREE
Directors
Section 1. Number. The authorized number of Directors shall be
from a minimum of seven to a maximum of seventeen, unless changed
by the vote or written consent of holders of a majority of
outstanding shares entitled to vote. The Board of Directors shall
fix by resolution the number of Directors comprising the Board
within the stated minimum and maximum number at its discretion and
without Shareholder approval.
Section 2. Election. A Board shall be elected at each annual
meeting of the Shareholders, at any adjournment thereof, or at any
special meeting of the Shareholders called for that purpose. The
Directors shall hold office for one year or until their successors
are duly elected. Any candidate nominated by management for
election to the Board shall be so nominated without regard to his
or her sex, race, color or creed.
Section 3. Vacancies. Vacancies in the Board may be filled by a
majority of the remaining Directors, though less than a quorum,
and each Director so elected shall hold office for the unexpired
term and until his or her successor is elected.
Section 4. Compensation. Members of the Board shall receive such
compensation as the Board may from time to time determine.
Section 5. Regular Meetings. A regular meeting of the Board shall
be held without other notice than this bylaw immediately after
each annual meeting of the Shareholders, and at such other times
as provided for by resolution, at the principal office of the
corporation. The Board may cancel, or designate a different date,
time or place for any regular meeting.
Section 6. Special Meetings. Special meetings of the Board may be
called at any time by the Chairman, the President or any two
Directors.
Section 7. Notice of Meetings. Written notice shall be given to
each Director of the date, time and place of each regular meeting
and each special meeting of the Board. If given by mail, such
notice shall be mailed to each Director at least four days before
the date of such meeting, or such notice may be given to each
Director personally or by telegram at least 48 hours before the
time of such meeting. Every notice of special meeting shall state
the purpose for which such meeting is called. Notice of a meeting
need not be given to any Director who signs a waiver of notice,
whether before or after the meeting, or who attends the meeting
without protesting, prior thereto or at its commencement, the lack
of notice to such Director.
Section 8. Quorum. A majority of the authorized number of
Directors shall be necessary to constitute a quorum for the
transaction of business, and every act or decision of a majority
of the Directors present at a meeting at which a quorum is present
shall be valid as the act of the Board, provided that a meeting at
which a quorum is initially present may continue to transact
business, notwithstanding the withdrawal of Directors, if any
action taken is approved by at least a majority of the required
quorum for such meeting. A majority of Directors present at any
meeting, in the absence of a quorum, may adjourn to another time.
Section 9. Action Upon Consent. Any action required or permitted
to be taken by the Board may be taken without a meeting, if all
members of the Board shall individually or collectively consent in
writing to such action.
Section 10. Telephonic Participation. Members of the Board may
participate in a meeting through use of a conference telephone or
similar communications equipment, so long as all members
participating in the meeting can hear one another. Such
participation constitutes presence in person at the meeting.
Section 11. Directors Emeritus. The Board may from time to time
elect one or more Directors Emeritus. Each Director Emeritus
shall have the privilege of attending meetings of the Board, upon
invitation of the Chairman or the President. No Director Emeritus
shall be entitled to vote on any business coming before the Board
or be counted as a member of the Board for any purpose whatsoever.
ARTICLE FOUR
Committees
Section 1. Executive Committee. The Board shall appoint an
Executive Committee. The Chairman shall be ex officio the
Chairman thereof, unless the Board shall appoint another member as
Chairman. The Executive Committee shall be composed of members of
the Board, and shall at all times be subject to its control. The
Executive Committee shall have all the authority of the Board,
except with respect to:
(a) The approval of any action which also requires Shareholders'
approval.
(b) The filling of vacancies on the Board or on any committee.
(c) The fixing of compensation of the Directors for serving on the
Board or on any committee.
(d) The amendment or repeal of bylaws or the adoption of new
bylaws.
(e) The amendment or repeal of any resolution of the Board which
by its express terms is not so amendable or repealable.
(f) A distribution to the Shareholders.
(g) The appointment of other committees of the Board or the
members thereof.
Section 2. Audit Committee. The Board shall appoint an Audit
Committee comprised solely of Directors who are neither officers
nor employees of the corporation and who are free from any
relationship that, in the opinion of the Board, would interfere
with the exercise of independent judgment as committee members.
The Audit Committee shall review and make recommendations to the
Board with respect to:
(a) The engagement of an independent accounting firm to audit the
corporation's financial statements and the terms of such
engagement.
(b) The policies and procedures for maintaining the corporation's
books and records and for furnishing appropriate information to
the independent auditor.
(c) The evaluation and implementation of any recommendations made
by the independent auditor.
(d) The adequacy of the corporation's internal audit controls and
related personnel.
(e) Such other matters relating to the corporation's financial
affairs and accounts as the Committee deems desirable.
Section 3. Other Committees. The Board may appoint such other
committees of its members as it shall deem desirable, and, within
the limitations specified for the Executive Committee, may vest
such committees with such powers and authorities as it shall see
fit, and all such committees shall at all times be subject to its
control.
Section 4. Notice of Meetings. Notice of each meeting of any
committee of the Board shall be given to each member of such
committee, and the giving of such notice shall be subject to the
same requirements as the giving of notice of meetings of the
Board, unless the Board shall establish different requirements for
the giving of notice of committee meetings.
Section 5. Conduct of Meetings. The provisions of these bylaws
with respect to the conduct of meetings of the Board shall govern
the conduct of committee meetings. Written minutes shall be kept
of all committee meetings.
ARTICLE FIVE
Shareholder Meetings
Section 1. Annual Meeting. The annual meeting of the Shareholders
shall be held on a date and at a time fixed by the Board.
Section 2. Special Meetings. Special meetings of the Shareholders
for any purpose whatsoever may be called at any time by the
Chairman, the President, or the Board, or by one or more
Shareholders holding not less than one-tenth of the voting power
of the corporation.
Section 3. Place of Meetings. All meetings of the Shareholders
shall be held at the principal office of the corporation in San
Diego, California, or at such other locations as may be designated
by the Board.
Section 4. Notice of Meetings. Written notice shall be given to
each Shareholder entitled to vote of the date, time, place and
general purpose of each meeting of Shareholders. Notice may be
given personally, or by mail, or by telegram, charges prepaid, to
the Shareholder's address appearing on the books of the
corporation. If a Shareholder supplies no address to the
corporation, notice shall be deemed to be given if mailed to the
place where the principal office of the corporation is situated,
or published at least once in some newspaper of general
circulation in the county of said principal office. Notice of any
meeting shall be sent to each Shareholder entitled thereto not
less than 10 or more than 60 days before such meeting.
Section 5. Voting. The Board may fix a time in the future not
less than 10 or more than 60 days preceding the date of any
meeting of Shareholders, or not more than 60 days preceding the
date fixed for the payment of any dividend or distribution, or for
the allotment of rights, or when any change or conversion or
exchange of shares shall go into effect, as a record date for the
determination of the Shareholders entitled to notice of and to
vote at any such meeting or entitled to receive any such dividend
or distribution, or any such allotment of rights, or to exercise
the rights in respect to any such change, conversion, or exchange
of shares. In such case only Shareholders of record at the close
of business on the date so fixed shall be entitled to notice of
and to vote at such meeting or to receive such dividend,
distribution or allotment of rights, or to exercise such rights,
as the case may be, notwithstanding any transfer of any shares on
the books of the corporation after any record date fixed as
aforesaid. The Board may close the books of the corporation
against any transfer of shares during the whole or any part of
such period.
Section 6. Quorum. At any Shareholders' meeting a majority of the
shares entitled to vote must be represented in order to constitute
a quorum for the transaction of business, but a majority of the
shares present, or represented by proxy, though less than a
quorum, may adjourn the meeting to some other date, and from day
to day or from time to time thereafter until a quorum is present.
Section 7. Elimination of Cumulative Voting. No holder of any
class of stock of the corporation shall be entitled to cumulate
votes at any election of Directors of the corporation.
ARTICLE SIX
Certificate of Shares
Section 1. Form. Certificates for Shares of the corporation shall
state the name of the registered holder of the Shares represented
thereby, and shall be signed by the Chairman or Vice Chairman or
the President or a Vice President, and by the Chief Financial
Officer or an Assistant Treasurer or the Secretary or an Assistant
Secretary. Any such signature may be by facsimile thereof.
Section 2. Surrender. Upon a surrender to the Secretary, or to a
transfer agent or transfer clerk of the corporation, of a
Certificate of Shares duly endorsed or accompanied by proper
evidence of succession, assignment or authority to transfer, the
corporation shall issue a new certificate to the party entitled
thereto, cancel the old certificate and record the transaction
upon its books.
Section 3. Right of Transfer. When a transfer of shares on the
books is requested, and there is a reasonable doubt as to the
rights of the persons seeking such transfer, the corporation, or
its transfer agent or transfer clerk, before entering the transfer
of the shares on its books or issuing any certificate therefor,
may require from such person reasonable proof of his or her
rights, and, if there remains a reasonable doubt in respect
thereto, may refuse a transfer unless such person shall give
adequate security or a bond of indemnity executed by a corporate
surety, or by two individual sureties, satisfactory to the
corporation as to form, amount and responsibility of sureties.
Section 4. Conflicting Claims. The corporation shall be entitled
to treat the holder of record of any shares as the holder in fact
thereof and shall not be bound to recognize any equitable or other
claim to or interest in such shares on the part of any other
person, whether or not it shall have express or other notice
thereof, save as expressly provided by the laws of the State of
California.
Section 5. Loss, Theft and Destruction. In the case of the
alleged loss, theft or destruction of any Certificate of Shares,
another may be issued in its place as follows: (1) the owner of
the lost, stolen or destroyed certificate shall file with the
transfer agent of the corporation a duly executed Affidavit or
Loss and Indemnity Agreement and Certificate of Coverage,
accompanied by a check representing the cost of the bond as
outlined in any blanket lost securities and administration bond
previously approved by the Directors of the corporation and
executed by a surety company satisfactory to them, which bond
shall indemnify the corporation, its transfer agents and
registrars; or (2) the Board may, in its discretion, authorize the
issuance of a new certificate to replace a lost, stolen or
destroyed certificate on such other terms and conditions as it may
determine to be reasonable.
ARTICLE SEVEN
Indemnification of Agents of the Corporation
Section 1. Definitions. For the purposes of this Article Seven,
"agent" means any person who (i) is or was a Director, officer,
employee or other agent of the corporation, (ii) is or was serving
at the request of the corporation as a director, officer, employee
or agent of another foreign or domestic corporation, partnership,
joint venture, trust or other enterprise or (iii) was a director,
officer, employee or agent of a foreign or domestic corporation
which was a predecessor corporation of the corporation or of
another enterprise at the request of such predecessor corporation;
"proceeding" means any threatened, pending or completed action or
proceeding, whether civil, criminal, administrative or investiga-
tive; and "expenses" includes, without limitation, attorneys' fees
and any expenses of establishing a right to indemnification under
Sections 4 or 5(c) of this Article Seven.
Section 2. Indemnification for Third Party Actions. The
corporation shall have the power to indemnify any person who is or
was a party, or is threatened to be made a party, to any
proceeding (other than an action by or in the right of the
corporation to procure a judgment in its favor) by reason of the
fact that such person is or was an agent of the corporation
against expenses, judgments, fines, settlements and other amounts
actually and reasonably incurred in connection with such
proceeding if such person acted in good faith and in a manner such
person reasonably believed to be in the best interests of the
corporation and, in the case of a criminal proceeding, had no
reasonable cause to believe the conduct of such person was unlaw-
ful. The termination of any proceeding by judgment, order,
settlement, conviction or upon a plea of nolo contendere or its
equivalent shall not, of itself, create a presumption that the
person did not act in good faith and in a manner which the person
reasonably believed to be in the best interests of the corporation
or that the person had reasonable cause to believe that the per-
son's conduct was unlawful.
Section 3. Indemnification for Derivative Actions. The
corporation shall have the power to indemnify any person who is or
was a party, or is threatened to be made a party, to any
threatened, pending or completed action by or in the right of the
corporation to procure a judgment in its favor by reason of the
fact that such person is or was an agent of the corporation
against expenses actually and reasonably incurred by such person
in connection with the defense or settlement of such action if
such person acted in good faith and in a manner such person
believed to be in the best interests of the corporation and its
Shareholders. No indemnification shall be made under this Sec-
tion 3:
(a) In respect of any claim, issue or matter as to which such
person shall have been adjudged to be liable to the corporation in
the performance of such person's duty to the corporation and its
Shareholders, unless and only to the extent that the court in
which such proceeding is or was pending shall determine upon
application that, in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for
expenses and then only to the extent that the court shall
determine; or
(b) Of amounts paid in settling or otherwise disposing of a
pending action without court approval; or
(c) Of expenses incurred in defending a pending action which is
settled or otherwise disposed of without court approval.
Section 4. Successful Defense. Notwithstanding any other
provision of this Article, to the extent that an agent of the
corporation has been successful on the merits or otherwise
(including the dismissal of an action without prejudice or the
settlement of a proceeding or action without admission of
liability) in defense of any proceeding referred to in Sections 2
or 3 of this Article, or in defense of any claim, issue or matter
therein, he or she shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred in
connection therewith.
Section 5. Discretionary Indemnification. Except as provided in
Section 4 of this Article Seven, any indemnification under Section
3 thereof shall be made by the corporation only if authorized in
the specific case, upon a determination that indemnification of
the agent is proper in the circumstances because the agent has met
the applicable standard of conduct set forth in Section 3, by:
(a) A majority vote of a quorum consisting of Directors who are
not parties to such proceeding;
(b) If such a quorum of Directors is not obtainable, by
independent legal counsel in a written opinion;
(c) Approval by the affirmative vote of a majority of the shares
of this corporation represented and voting at a duly held meeting
at which a quorum is present (which shares voting affirmatively
also constitute at least a majority of the required quorum) or by
the written consent of holders of a majority of the outstanding
shares which would be entitled to vote at such meeting and, for
such purpose, the shares owned by the person to be indemnified
shall not be considered outstanding or entitled to vote; or
(d) The court in which such proceeding is or was pending, upon
application made by the corporation, the agent or the attorney or
other person rendering services in connection with the defense,
whether or not such application by said agent, attorney or other
person is opposed by the corporation.
Section 6: Advancement of Expenses. Expenses incurred in
defending any proceeding may be advanced by the corporation prior
to the final disposition of such proceeding upon receipt of an
undertaking by or on behalf of the agent to repay such amount if
it shall be determined ultimately that the agent is not entitled
to be indemnified as authorized in this Article Seven.
Section 7: Restriction on Indemnification. No indemnification or
advance shall be made under this Article Seven, except as provided
in Sections 4 and 6 thereof, in any circumstance where it appears:
(a) That it would be inconsistent with a provision of the Articles
of Incorporation of the corporation, its bylaws, a resolution of
the Shareholders or an agreement in effect at the time of the
accrual of the alleged cause of action asserted in the proceeding
in which the expenses were incurred or other amounts were paid
which prohibits or otherwise limits indemnification; or
(b) That it would be inconsistent with any condition expressly
imposed by a court in approving a settlement.
Section 8: Non-Exclusive. In the absence of any other basis for
indemnification of an agent, the corporation can indemnify such
agent pursuant to this Article Seven. The indemnification
provided by this Article Seven shall not be deemed exclusive of
any other rights to which those seeking indemnification may be
entitled under any statute, bylaw, agreement, vote of Shareholders
or disinterested Directors or otherwise, both as to action in an
official capacity and as to action in another capacity while
holding such office. The rights to indemnification under this
Article Seven shall continue as to a person who has ceased to be a
Director, officer, employee, or agent and shall inure to the
benefit of the heirs, executors, and administrators of the person.
Nothing contained in this Section 8 shall affect any right to
indemnification to which persons other than such Directors and
officers may be entitled by contract or otherwise.
Section 9: Expenses as a Witness. To the extent that any agent of
the corporation is by reason of such position, or a position with
another entity at the request of the corporation, a witness in any
action, suit or proceeding, he or she shall be indemnified against
all costs and expenses actually and reasonably incurred by him or
her or on his or her behalf in connection therewith.
Section 10: Insurance. The Board may purchase and maintain
directors and officers liability insurance, at its expense, to
protect itself and any Director, officer or other named or
specified agent of the corporation or another corporation,
partnership, joint venture, trust or other enterprise against any
expense, liability or loss asserted against or incurred by the
agent in such capacity or arising out of the agent's status as
such, whether or not the corporation would have the power to
indemnify the agent against such expense, liability or loss under
the provisions of this Article Seven or under California Law.
Section 11: Separability. Each and every paragraph, sentence,
term and provision of this Article Seven is separate and distinct
so that if any paragraph, sentence, term or provision hereof shall
be held to be invalid or unenforceable for any reason, such
invalidity or unenforceability shall not affect the validity or
unenforceability of any other paragraph, sentence, term or
provision hereof. To the extent required, any paragraph,
sentence, term or provision of this Article may be modified by a
court of competent jurisdiction to preserve its validity and to
provide the claimant with, subject to the limitations set forth in
this Article and any agreement between the corporation and
claimant, the broadest possible indemnification permitted under
applicable law. If this Article Seven or any portion thereof
shall be invalidated on any ground by any court of competent
jurisdiction, then the corporation shall nevertheless have the
power to indemnify each Director, officer, employee, or other
agent against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement with respect to any action,
suit, proceeding or investigation, whether civil, criminal or
administrative, and whether internal or external, including a
grand jury proceeding and including an action or suit brought by
or in the right of the corporation, to the full extent permitted
by any applicable portion of this Article Seven that shall not
have been invalidated by any other applicable law.
Section 12: Agreements. Upon, and in the event of, a
determination of the Board to do so, the corporation is authorized
to enter into indemnification agreements with some or all of its
Directors, officers, employees and other agents providing for
indemnification to the fullest extent permissible under California
law and the corporation's Articles of Incorporation.
Section 13: Retroactive Appeal. In the event this Article Seven
is repealed or modified so as to reduce the protection afforded
herein, the indemnification provided by this Article shall remain
in full force and effect with respect to any act or omission
occurring prior to such repeal or modification.
ARTICLE EIGHT
Obligations
All obligations of the corporation, including promissory notes,
checks, drafts, bills of exchange, and contracts of every kind,
and evidences of indebtedness issued in the name of, or payable
to, or executed on behalf of the corporation, shall be signed or
endorsed by such officer or officers, or agent or agents, of the
corporation and in such manner as, from time to time, shall be
determined by the Board.
ARTICLE NINE
Corporate Seal
The corporate seal shall set forth the name of the corporation,
state, and date of incorporation.
ARTICLE TEN
Amendments
These bylaws may be adopted, amended, or repealed by the vote of
Shareholders entitled to exercise a majority of the voting power
of the corporation or by the written assent of such Shareholders.
Subject to such right of Shareholders, these bylaws, other than a
bylaw or amendment thereof changing the authorized number of
Directors, may be adopted, amended or repealed by the Board.
ARTICLE ELEVEN
Availability of Bylaws
A current copy of these bylaws shall be mailed or otherwise
furnished to any Shareholder of record within five days after
receipt of a request therefor.
SDG&E Bylaws - 10 -
EBlawsSDG.doc
MASTER SERVICES CONTRACT Exhibit 10.61
SCHEDULE J
TRANSACTION BASED STORAGE SERVICE AGREEMENT
THIS TRANSACTION BASED STORAGE SERVICE AGREEMENT ("Agreement")
is entered into as of the 4th day of November, 1998, by and
between Southern California Gas Company ("Utility") and San Diego
Gas & Electric Company ("Service User") and sets forth the terms
and conditions under which Utility will provide storage services
to Service User. This Agreement shall be attached to and
incorporated as Schedule J to the Master Services Contract
("MSC") entered into by the parties.
SECTION 1 - STORAGE SERVICES
(a) For the Time Period for Service indicated below (the "Service
Period"), Utility shall provide Service User with the storage
services set forth below. This Agreement and the rights
established herein shall be subject to the terms and conditions of
Utility's Tariff Rate Schedule G-TBS and other applicable Tariff
Rules hereto from time to time (including, without limitation, the
definitions in Utility's Tariff Rule No. 1).
Storage Maximum Firm or Time Period for Service
Services Quantity As-Available ("Service Period")
Inventory 6,000,000 (Dth) Firm, 4/1/99 to 3/31/00
Injection 28,037 (Dth/day) Firm 4/1/99 to 10/31/99
Withdrawal 225,000, (Dth/day) Firm 11/1/99 to 3/31/00
(b) All gas to be stored under this Agreement must be delivered
by Service User to Utility system at the California border during
the period from April 1, 1999 to March 31, 2000, subject, however,
to Utility system constraints. Withdrawals must be completed by
March 31, 1999 .
(c) If storage injection and withdrawal services are offered
hereunder on an "as-available" basis, such services may be
temporarily restricted in accordance with Utility Tariff Rule
23.C.1.(4), Utility Tariff Rule 30.F.2 and G, and G-IMB Special
Conditions 3.
(d) Upon Service User's request for withdrawal, Utility will re-
deliver all gas stored by Service User under this Agreement at the
California border or other mutually agreed upon locations.
(e) Other: Service User has multiple cycling rights.
SECTION 2 - RESERVATION AND STORAGE CHARGES
Service User agrees to pay to Utility the following charges:
Variable Storage Charges
Storage Quantity Unit Reservation In-Kind O&M Injection
Services (Dth) Charges Fuel or Withdrawal
Inventory 6,000,000 (Dth) 0.21 $/(Dth)
Injection 28,037 (Dth/day) 0.10554 $/(Dth) 2.44% 0.0302$/(Dth)
Withdrawal 225,000 (Dth/day) 13.306, $/(Dth/day) 0.0235$/(Dth)
Other charges: The inventory, injection, and withdrawal
reservation charges are adjusted effective April 1, 1999 with
their percentage change equal to the percentage change of the
Coinsumer Price Index - All Urban Consumbers ("CPI") for
September as published by the Bureau of Labor Statistics of the
United States Department of Labor in December. The percentage
change is detemined by subtracting the previous Septmeber CPI from
the latest September CPI and dividing the result by the previous
September CPI. Injection variable charges (in-kind and O&M) apply
april through November. Withdrawal variable chargesm (O&M) apply
November through March. Variable charges are set by the G-TBS
tariff.
SECTION 3 - TRANSMISSION CHARGES
Service User agrees to pay Utility all applicable transportation
charges incurred to move gas to Utility system, including the
Wheeler Ridge access fee, if applicable.
Other transportation charges and conditions: All gas delivered
for injection (less in-kind fuel) shall be assessed a transmission
charge of $0.567 per deatherm and all gas withdrawn shall receive
a credit of $0.567 per decatherm. The transmission charge and
credit shall also apply to gas injected or withdrawn through
imbalance trading or through a transfer with another storage
account.
SECTION 4 - BILLING AND PAYMENT
(a) All reservation charges shall be billed by Utility and paid
by Service User in equal monthly installments over the Service
Period of this Agreement. Provided, however, that if Service User
is not an end-use customer of Utility, 25% of the reservation
charges shall be paid to Utility prior to the commencement of the
Service Period and the balance shall be billed and paid in equal
monthly installments over the Service Period. All other charges
shall be billed and paid as the applicable services are provided.
(b) All bills shall be timely paid. In addition to any remedies
provided under Utility's Tariff Rate Schedules and Tariff Rules,
in the event that Service User fails to timely pay any amounts due
hereunder and such amounts are not paid in full within seven (7)
days following notice by Utility that such payment is in arrears,
Utility may, without any additional notice, immediately suspend
service hereunder until Service User pays all amounts due.
(c) In the event of a billing dispute, the bill must be paid in
full by Service User pending resolution of the dispute. Such
payment shall not be deemed a waiver of Service User's right to a
refund. All bills shall be sent to Service User as specified
below in Section 5 (a).
SECTION 5 - MISCELLANEOUS
(a) Notices - All notices and requests under this Agreement shall
be deemed to have been duly given if sent by facsimile (fax)
properly addressed, as with confirming original copy thereof being
sent by postage prepaid, certified mail properly addressed, as
following:
SERVICE USER UTILITY
Operating Matters
Contact Name: Contact Name:
Lonnie Mansi Gas Transactions Hotline
Contact Title: Contact Title:
Natural Gas Scheduler Gas Transactions & Operations
Fax No.: (619) 650-6169 Fax No.: (213) 244-3900
Telephone: (619) 650-6192 Telephone: (213) 244-8281
Billing Matters
Contact Name: Contact Name:,
Mike G. Strong Susana Santa Maria
Contact Title: Contact Title:
Manger, Entergy Restructuring Billing Analyst
& Entergy Accounting
Fax No.: (619) 650-6170 Fax No.: (213) 244-4337
Telephone: (619) 650-6192 Telephone: (213) 244-8449
Contract Matters
Contact Name: Contact Name:
Carl Funke Gwoon Tom
Contact Title: Contact Title:
Sr. Energy Administrator Storage Products Manager
Fax No.: (619) 650-6170 Fax No.: (213) 244-3692
Telephone: (619) 650-6192 Telephone: (213) 244-8645
Either party may change its designation set forth above by giving
the other party at least seven (7) days prior written notice.
(b) Governing Law - This Agreement shall be construed in
accordance with the laws of the State of California and the
orders, rules and regulations of the Public Utilities Commission
of the State of California in effect from time to time.
(c) Credit Worthiness - From time to time, as is deemed
necessary, Utility may request that Service User furnish Utility
with all relevant information or data to establish Service User's
credit worthiness, including, without limitation, financial
statements of Service User which are audited or otherwise attested
to Utility's satisfaction. Following review of such information,
Utility may require that Service User supply additional assurance
as may be necessary to establish Service User's ongoing financial
ability to perform under this Agreement during the Term,
including, without limitation, contractual guarantees or financial
instruments such as letters of credit.
(d) Limited Storage Liability - Utility shall not be responsible
for any loss of gas in storage, including, without limitation,
losses due to the inherent qualities of gas (including leakage and
migration) or due to physical or legal inability to withdraw gas
from storage, unless such loss is caused by failure of Utility to
exercise the ordinary care and diligence required by law. In the
event of any such loss, the portion of such loss which is
attributable to Service User shall be determined based on Service
User's pro rata share of the total recoverable working gas
inventory in Utility's storage facilities at the time of the loss.
(e) Incorporated Provisions - The provisions of Section 6 of the
MSC are incorporated by reference herein as if set forth in full
herein, except to the extent such Section 6 is superseded by
Utility's Tariff Rule 4.
IN WITNESS WHEREOF, the authorized representatives of the parties
have executed two (2) duplicate original copies of this Agreement
as of the date first written above.
SAN DIEGO GAS & ELECTRIC SOUTHERN CALIFORNIA GAS COMPANY
By By
Title: Title:
MASTER SERVICES CONTRACT Exhibit 10.62
SCHEDULE J
TRANSACTION BASED STORAGE SERVICE AGREEMENT
THIS TRANSACTION BASED STORAGE SERVICE AGREEMENT ("Agreement")
is entered into as of the 4th day of February, 1998, by and
between Southern California Gas Company ("Utility") and San Diego
Gas & Electric Company ("Service User") and sets forth the terms
and conditions under which Utility will provide storage services
to Service User. This Agreement shall be attached to and
incorporated as Schedule J to the Master Services Contract
("MSC") entered into by the parties.
SECTION 1 - STORAGE SERVICES
(a) For the Time Period for Service indicated below (the "Service
Period"), Utility shall provide Service User with the storage
services set forth below. This Agreement and the rights
established herein shall be subject to the terms and conditions of
Utility's Tariff Rate Schedule G-TBS and other applicable Tariff
Rules hereto from time to time (including, without limitation, the
definitions in Utility's Tariff Rule No. 1).
Storage Maximum Firm or Time Period for Service
Services Quantity As-Available ("Service Period")
Inventory 6,000,000 (Dth) Firm, 4/1/98 to 3/31/99
Injection 28,037 (Dth/day) Firm 4/1/98 to 10/31/98
Withdrawal 225,000, (Dth/day) Firm 11/1/99 to 3/31/99
(b) All gas to be stored under this Agreement must be delivered
by Service User to Utility system at the California border during
the period from April 1, 1998 to October 31, 1998, subject,
however, to Utility system constraints. Withdrawals must be
completed by March 31, 1999 .
(c) If storage injection and withdrawal services are offered
hereunder on an "as-available" basis, such services may be
temporarily restricted in accordance with Utility Tariff Rule
23.C.1.(4), Utility Tariff Rule 30.F.2 and G, and G-IMB Special
Conditions 3.
(d) Upon Service User's request for withdrawal, Utility will re-
deliver all gas stored by Service User under this Agreement at the
California border or other mutually agreed upon locations.
(e) Other: Injection variable charges are applicable from April
through November. Withdrawal variable charges are applicable from
November through March.
SECTION 2 - RESERVATION AND STORAGE CHARGES
Service User agrees to pay to Utility the following charges:
Variable Storage Charges
Storage Quantity Unit Reservation In-Kind O&M Injection
Services (Dth) Charges Fuel or Withdrawal
Inventory 6,000,000 (Dth) 0.21 $/(Dth)
Injection 28,037 (Dth/day) 0.10554 $/(Dth) 2.44% 0.0302$/(Dth)
Withdrawal 225,000 (Dth/day) 13.306, $/(Dth/day) 0.0235$/(Dth)
Other charges: N/A.
SECTION 3 - TRANSMISSION CHARGES
Service User agrees to pay Utility all applicable transportation
charges incurred to move gas to Utility system, including the
Wheeler Ridge access fee, if applicable.
Other transportation charges and conditions: N/A.
SECTION 4 - BILLING AND PAYMENT
(a) All reservation charges shall be billed by Utility and paid
by Service User in equal monthly installments over the Service
Period of this Agreement. Provided, however, that if Service User
is not an end-use customer of Utility, 25% of the reservation
charges shall be paid to Utility prior to the commencement of the
Service Period and the balance shall be billed and paid in equal
monthly installments over the Service Period. All other charges
shall be billed and paid as the applicable services are provided.
(b) All bills shall be timely paid. In addition to any remedies
provided under Utility's Tariff Rate Schedules and Tariff Rules,
in the event that Service User fails to timely pay any amounts due
hereunder and such amounts are not paid in full within seven (7)
days following notice by Utility that such payment is in arrears,
Utility may, without any additional notice, immediately suspend
service hereunder until Service User pays all amounts due.
(c) In the event of a billing dispute, the bill must be paid in
full by Service User pending resolution of the dispute. Such
payment shall not be deemed a waiver of Service User's right to a
refund. All bills shall be sent to Service User as specified
below in Section 5 (a).
SECTION 5 - MISCELLANEOUS
(a) Notices - All notices and requests under this Agreement shall
be deemed to have been duly given if sent by facsimile (fax)
properly addressed, as with confirming original copy thereof being
sent by postage prepaid, certified mail properly addressed, as
following:
SERVICE USER UTILITY
Operating Matters
Contact Name: Contact Name:
Roy Alvarez Gas Transactions Hotline
Contact Title: Contact Title:
Natural Gas Scheduler Gas Transactions & Operations
Fax No.: (619) 696-1838 Fax No.: (213) 244-3900
Telephone: (619) 696-4455 Telephone: (213) 244-8281
Billing Matters
Contact Name: Contact Name:,
Hank Harris Susana Santa Maria
Contact Title: Contact Title:
Energy Support Services Supv. Billing Analyst
Fax No.: (619) 696-4877 Fax No.: (213) 244-4337
Telephone: (619) 696-4433 Telephone: (213) 244-8449
Contract Matters
Contact Name: Contact Name:
Larry Hastings Gwoon Tom
Contact Title: Contact Title:
Sr. Energy Administrator Storage Products Manager
Fax No.: (619) 696-2055 Fax No.: (213) 244-3692
Telephone: (619) 696-1869 Telephone: (213) 244-8645
Either party may change its designation set forth above by giving
the other party at least seven (7) days prior written notice.
(b) Governing Law - This Agreement shall be construed in
accordance with the laws of the State of California and the
orders, rules and regulations of the Public Utilities Commission
of the State of California in effect from time to time.
(c) Credit Worthiness - From time to time, as is deemed
necessary, Utility may request that Service User furnish Utility
with all relevant information or data to establish Service User's
credit worthiness, including, without limitation, financial
statements of Service User which are audited or otherwise attested
to Utility's satisfaction. Following review of such information,
Utility may require that Service User supply additional assurance
as may be necessary to establish Service User's ongoing financial
ability to perform under this Agreement during the Term,
including, without limitation, contractual guarantees or financial
instruments such as letters of credit.
(d) Limited Storage Liability - Utility shall not be responsible
for any loss of gas in storage, including, without limitation,
losses due to the inherent qualities of gas (including leakage and
migration) or due to physical or legal inability to withdraw gas
from storage, unless such loss is caused by failure of Utility to
exercise the ordinary care and diligence required by law. In the
event of any such loss, the portion of such loss which is
attributable to Service User shall be determined based on Service
User's pro rata share of the total recoverable working gas
inventory in Utility's storage facilities at the time of the loss.
(e) Incorporated Provisions - The provisions of Section 6 of the
MSC are incorporated by reference herein as if set forth in full
herein, except to the extent such Section 6 is superseded by
Utility's Tariff Rule 4.
IN WITNESS WHEREOF, the authorized representatives of the parties
have executed two (2) duplicate original copies of this Agreement
as of the date first written above.
SAN DIEGO GAS & ELECTRIC SOUTHERN CALIFORNIA GAS COMPANY
By By
Title: Title:
PRO FORMA EXHIBIT 10.63
MASTER SERVICES CONTRACT
ACCOUNT NO. 18-8888-000-664-1
TAXPAYER I.D. (S)
ORDER CONTROL CODE(S) SO5C
This Contract is entered into by and between Southern California
Gas Company ("Utility")and SAN DIEGO GAS & ~BLECTRIC
("Customer") as of the 30th day of JUNE, 1998.
NOW THEREFORE, in consideration of the promises and mutual
undertakings set forth herein, the parties agree as follows:
Section 1 - Scope
This Contract sets forth the general terms and conditions under
which Utility will provide gas services to Customer pursuant to
the applicable Tariff Rate Schedules and Tariff Rules which have
been filed with the Public Utilities Commission of the State of
California ("CPUC"), as in effect from time to time. Such
services shall be limited to those services specified by Customer
from time to time under Section 2 hereof and for which Customer
qualifies. Service under this Contract shall commence on JULY
1st, 1998 ("Effective Date") and continue thereafter so tong as
one or more of the attached Schedules referenced in Section 2
remain in effect. This Contract shall also remain in effect to
permit any "winding up" occurring thereafter (e.g., billing and
payment reconciliations, correction of gas imbalances, etc.) or to
enforce or satisfy any obligations arising prior to the end of the
Contract.
Section 2 - Applicable Services
Utility offers the following "menu" of gas services:
A. Intrastate Transportation Service. (x)
B. Marketer/Core Aggregator/Use or Pay Aggregator Service. ( )
C. GasSelect Service. ( )
D. Basic Storage Service. ( )
E. Auction Storage Service. ( )
F. Long Term Storage Service. ( )
G. Gas Swap Storage Service. ( )
H. Extended Balancing Storage Service. ( )
I. Other Services: ( )
Form 6597 - Revised 6/22/93 Contract #
Customer has as of the Effective Date requested and agreed to pay
for those services checked above. Utility has determined that
Customer qualifies for such service(s). Additional services my be
requested by Customer from time to time consistent with Utitity's
Tariff Rate Schedules and Tariff Rules and any publicly-announced
bidding, offering or operating procedures of Utility, and this
Contract may be supplemented as appropriate.
The agreement(s) specifying the terms and conditions for any or
all of the above services requested by Customer shall be attached
to the Contract as a "Schedule" (and incorporated herein by
reference) using the alphabetical designation provided above. To
the extent a particular service is not selected initially (or if
terminated subsequently), a Schedule shall be attached stating
that such service is "not applicable." To the extent that for any
reason Customer desires to obtain the above services on a
facility-by-facility basis, separate agreements shall be attached
as separate Schedules and designated, e.g., "Schedule A-1,"
"Schedule A-2," etc., depending on the service applicable.
Although the various services are compiled under this Contract for
administration and other considerations, each service provided by
Utility to Customer is separate and independent from all other
services. Thus, the breach of the agreement for one service under
a Schedule attached hereto shall not result in the breach of, or
excuse performance under, another agreement for another service
attached as a Schedule to this Contract. Likewise, there shall be
no offset between any amounts claimed to be payable or due under
one Schedule against amounts claimed to be payable or due under
another Schedule.
Section 3 - Interpretation
In the event of any conflict between the provisions of this
Contract and the provisions of any Schedule, the provisions of
such Schedule shall be deemed to control; provided, however,
notwithstanding the foregoing, this Contract and the Schedules
attached hereto shall at all times be subject to (a) Utility's
Tariff Rate Schedules and Tariff Rules, (b) all rules,
regulations, decisions and orders of the CPUC, and ~(c) all other
governmental laws, regulations, and decisions (including by a
court) applicable to this Contract and/or the Schedules attached
hereto, as each of the foregoing my be in effect from time to
time.
Section 4- Billing Payments
All bills rendered by Utility shall be paid by Customer within
nineteen (19) days after the billing date to Utitity's depository
specified below (which may be changed by Utility on ten (10) days
prior written notice). One master billing may be made by Utility
for all services provided under this contract (including all
Schedules attached hereto) after 1993 as mutually agreed. Such
billing shall be sent to Customer at the following location:
SAN DIEGO GAS & ELECTRIC
P.O. BOX 1831
SAN DIEGO, CA 92112-4150
Attn : ACCOUNTING SUPERVISOR
Additional copies of billings shall also be sent to the following
facility location(s) of Customer:
SAN DIEGO GAS & ELECTRIC
P.O. BOX 1831
SAN DIEGO, CA 92112-4150
Attn Fuel Supervisor
The parties recognize that billings may be subject to adjustment
in subsequent periods during the term hereof or after the
expiration of this Contract (or any Schedule) to reflect
subsequent reconciliations with the records of interstate
transporters or third parties delivering gas in California for
Customer.
All payments by Customer shall be made for the account of Utility
to the following address:
Southern California Gas Company
P.O. BOX C
MONTEREY PARK, CA 91756
Form 6597 - Revised 6/22/93 2 Contract
<PAGE BREAK>
Section 5 - Notices/Information
All notices, requests or demands by either party shall be given in
writing as specified in the effective Schedules attached hereto
except that notices of changes to Section 4 shall be sent to the
Master Billing Address of Customer for changes in Utility's
depository and to Utility at the address provided below for
changes in the Master Billing Address:
Southern California Gas Company
P.O. BOX 3249
LOS ANGELES, CA 90051-1249
Attn : Ms. Gwen R. Marelli, Wholesale Mkt Sales
Mgr.
Section 6 - Legal Provisions
(A) Interpretation - The interpretation and performance of any
contracts for gas service shall be in accordance with the laws of
the State of California, and the orders, rules and regulations of
the Public Utilities Commission of the State of California, in
effect from time to time.
(B) Amendment or Modification - Except as required to conform with
California law and the orders, rules and regulations of the Public
Utilities Commission of the State of California (which retains
continuing jurisdiction over this Contract and the Schedules
attached hereto), no amendment or modification shall be made to
this Contract except by an instrument in writing executed by all
parties thereto, and no amendment or modification shall be made by
course of performance, course of dealing or usage of trade.
(C) Waiver - No waiver by any party of one or more defaults under
this Contract shall operate or be construed as a waiver of any
other default or defaults, whether of a like or different
character.
(D) Damages - No party under this Contract shall be assessed any
special, punitive, consequential, incidental, or indirect damages,
whether in contract or tort, for any actions or inactions arising
from or related to this Contract.
(E) Assignment - This Contract (or any rights or obligations
related thereto) shall not be assigned without the prior written
consent of Utility, which consent shall not be withheld
unreasonably (but Utility may require that any assignee confirm in
writing its assumption of the rights and obligations of its
predecessor).
(F) Hinshaw Exemption - In the event that any governmental entity
(including a court) issues an order or rule which would result in
the loss of Utitity's Hinshaw Exemption from Federal regulations
if this Contract entered into by Utility remains in effect,
Utility may terminate this Contract.
The foregoing provisions (A) through (F) shall be superseded to
the extent such matters are covered by Utitity's Tariff Rule 4, as
in effect from time to time.
IN WITNESS WHEREOF, the authorized representatives of the parties
have executed this Contract in two (2) duplicate original copies.
SAN DIEGO GAS & ELECTRIC SOUTHERN CALIFORNIA GAS COMPANY
By <signed> By <signed>
Ms. Gwen R. Marelli
Title: Sr. Vice President-Energy Title: Wholesale Mkt Sales Mgr.
Supply
Exhibit 10.63
Form 6597 - Revised 2/11/93 3 Contract #
MASTER SERVICES CONTRACT
SCHEDULE A
INTRASTATE TRANSMISSION SERVICE
ACCOUNT NUMBER 18-8888-000-664-1
This Agreement is entered into by and between Southern California
Gas Company ("Utility")and SAN DIEGO GAS & ELECTRIC ("Customer")
as of the 30th day of JUNE, 1998 . This Agreement shall be
attached to and incorporated as a Schedule in the Master Services
Contract ("MSC") executed by the Parties.
NOW THEREFORE, in consideration of the promises and mutual
undertakings set forth herein, the parties agree as follows:
Section I - Scope
A. Intent
This Agreement sets forth the general terms and conditions under
which Utility will transport gas, or transport and procure gas,
for customer in California pursuant to Utility's applicable Tariff
Rate Schedules and Tariff Rules ("Tariffs") on file with Public
Utilities Commission of the State of California ("CPUC"), as each
are in effect from time to time.
To the extent not inconsistent herewith, the provisions of ~MSC
are incorporated by reference in this agreement. All transmission
services by Utility shall be paid for by Customer at the rates
specified in the applicable Tariffs, except as otherwise specified
herein. Nothing in this Agreement shall be construed as
preventing Utility and Customer from mutually agreeing to
conditions which are more stringent than set forth in the Tariffs.
B. Effective Date/Term
(1) The Effective Date of this Agreement shall be as of 6:00 AM on
JULY 1st, 1998.
(2) The initial term of this Agreement shall end on JULY 1st,
2000.
At the end of the initial term, this Agreement shall continue
thereafter on a month to month basis unless terminated by written
notice from one party to the other given not less than twenty (20)
days prior to the last day of the initial term of any month
thereafter.
Section 2 - Services Provided and Redelivery Locations
Customer has requested and agreed to pay for, and Utility has
determined that Customer is qualified for transmission services to
the following locations (the data provided will be utilized by
Utility in determinations regarding curtailment) and any special
sequencing of redelivery conditions should be noted in
Section 9(E):
Form 6597-1 - original 1/12/93 Contract #
Facility A
Facility Name: SAN DIEGO GAS % ELECTRIC
Account Number: 18-8888-000-664-1
Address:
SIC Code: 4939 Combination utilities, nec
Mail copy of Bill to this Facility: NO
Supplemental Facility Account Number(s):
N/A
Full Requirements YES (Noncore only)
Facility Customer Contacts
Operations Emergency
Name: Operations Control Name: Scott Ferguson
Title : Supervisor Title : Director,
Gas Department
Address: 3494 E. PICO BLVD. Address: P.O. BOX 1831
LOS ANGELES, CA 90023-3003 SAN DIEGO, CA
92112-4150
Tel. No: 323/266-5938 Tel. No: (619) 549-6503
Fax No : 323/269-5345 Fax No: (619) 549-6522
Customer shall notify Utility in the event of any change in the
gas requirements or notification designations for this facility.
If Customer receives its full requirements under Core Subscription
in the event during any month Customer utilizes gas in excess of
the following monthly scheduled quantity, such usage shall be
treated as reserved capacity for the entire year.
Form 6597-1 - Original 1/12/93 - 2 - Contract # 92820
<Page Break>
Sequence 01
Billing Schedule
Otherwise
Rate Net Transmission Rates Applicable
Schedule Priority Billed Tariff/Negotiated Rate
GT-F11 FIRM N/A -TARIFF-
Term: 2 YEARS
Monthly Scheduled Quantity (Therms)
Jan 31,570,000 Jul 54,080,000
Feb 26,925,000 Aug 52,070,000
Mar 34,813,000 Sep 60,410,000
Apr 40,879,000 Oct 36,080,000
May 52,234,000 Nov 29,310,000
Jun 44,787,000 Dec 30,420,000
Annual Quantity 493,578,000 Use or Pay Aggregator NO
(Only applies to firm rates under partial requirements)
Customer's regular days for operations under this sequence are:
M (X) T (X) W (X) Th (X) F (X) Sat (X) Sun (X)
Form 6597-1 - Original 1/12/93 - 3 - Contract #
<Page Break>
Section 3 - Other Existing Transportation/Exchange Arrangements
(1) Customer has existing intrastate transportation/exchange
arrangements with Utility:
(2) Date of Arrangement:
(3) Term of Arrangement:
(4) This Agreement shall have no impact on such existing
arrangement except:
Section 4 - Transportation Delivery Options
Customers "Order Control Code" (OCC) for gas transportation by
Utility is : SO5C.
A. Transportation Delivery Points
Gas may be delivered to Utility for transportation for Customer's
account at the following interconnection delivery points on
Utility's pipeline facilities.
Gaviota Gas Plant Intertie with SoCalGas near outlet of the
Chevron onshore treating facility
South Coles Levee Intertie with SoCalGas at point near the outlet
of the South Coles Levee Plant
3p Gasoline Extraction Plant Intertie with SoCalGas at Kettleman
Hills
PG and E Intertie with SoCalGas at Kern River Station
El Paso Natural Gas Intertie with SoCalGas at Topock
PG and E Intertie with SoCalGas at Kettleman
PG and E Intertie with SoCalGas at Elk Hills
PG and E Intertie with SoCalGas at Topock
El Paso Natural Gas Intertie with SoCalGas at Blythe
PG and E Intertie with SoCalGas at Elk Pisgah
Transwestern Intertie with SoCalGas at Needles
Carpenteria Gas Plant Intertie with SoCalGas and junction of
Carpenteria Ave. and U.S. Hwy 101
Kern/Mojave Intertie with SoCalGas at Wheeler Ridge
Priority of access to any Delivery Point shall be as set forth in
the Tariffs or as otherwise established by the CPUC.
B. Operations
All nominations, confirmations, and other operating procedures for
transportation services shall be subject to the rules and
conditions established therefor by Utility. Customer shall be
responsible for obtaining, and subject to any liability or loss
regarding, any upstream transportation prior to the receipt of gas
by Utility for Customer's account, except for core and core-
subscription usage. Customer's failure to obtain firm upstream
transportation rights to ensure delivery to Utility shall not be
deemed to be a condition of Force Majeure.
Any deviations from a standard 5 or 7 day week should be noted in
Section 9(E).
Section 5 - Service Interruption Credit
The firm transportation services by Utility under this Agreement
may be subject to the applicable "Service Interruption Credit" as
set forth in Utility's Tariffs.
Section 6 - Billing and Payment
Billing and Payment for services hereunder shall be as provided in
Utility's applicable Tariffs, with payment due from Customer to
Utility not later than 19 days following the date of Utility's
invoice. Any special billing instructions should be noted in
Section 9(E).
Form 6597-1 - Original 1/12/93 - 4 - Contract # 92820
<Page Break>
Section 7 - Imbalances
Utility shall provide Customer with an imbalance service in
connection with transportation of gas hereunder pursuant to Tariff
Rate Schedule G-IMB, as in effect from time to time (or any
successor thereto). Any applicable imbalance charges shall be
charged to Account Number:
For any Customer utilizing the services of a Contracted Marketer,
a summary of transactional activities shall be provided to the
following designated account: N/A.
Section 8 - Transfer of Rights
Subject to Section 9(A), this Agreement and the rights and
obligations hereunder shall only be transferred or assigned with
the prior written consent of Utility which shall not be withheld
unreasonably, provided that any successor first established its
"creditworthiness" and assumes such contractual rights and
obligations in writing.
Section 9 - Miscellaneous
A. Representatives - Customer shall utilize the services of:
(1) Contracted Marketer : N/A
Authorized to access Customer's meter usage: N/A
Will nominate on Customer's behalf: N/A
Will trade on Customer's behalf: N/A
(2) Agent : N/A
Authorized to access Customer's meter usage: N/A
Will nominate on Customer's behalf: N/A
Will trade on Customer's behalf: N/A
(3) Use or Pay Aggregator: N/A
Aggregators will automatically be authorized to access Customer's
meter usage. To the extent applicable, appropriate authorization
by Customer (including the the terms and conditions thereof) have
been attached to MSC and are incorporated by reference (as
supplemented from time to time) in this Agreement.
If Customer designates a Marketer or Agent, any communications
made by such Marketer/Agent shall be binding on Customer and shall
prevail in any conflict during the period such authorization
remains in effect. Such authorization shall remain in effect for
the term of this Agreement unless otherwise specified in the
initial authorization, or unless terminated pursuant to
notification received written by the Utility. In order for a
Marketer/Agent to nominate on Customer's behalf, such designated
Marketer/Agent must be so designated by the 20th of month
preceding any particular nomination.
Form 6597-1 - Original 1/12/93 - 5 - Contract #
<Page Break>
B. Contacts/Notices:
All day to day contacts with Customer shall be as specified for
each Facility above. Operating contacts to be used by customer
with Utility shall be:
Operations/Emergency Customer Service
Contact Title: Contact Title:
Gas Transactions Manager Wholesale Mkt Sales Mgr.
Telephone No: (213) 244-3900 Telephone No: (213) 244-3701
Fax No: N/A Fax No: (213) 244-8222
Any written notices from one party to the other affecting this
Agreement shall be sent to the following locations (unless changed
by seven days prior written notice):
Customer Utility
SAN DIEGO GAS & ELECTRIC Southern California Gas Company
P.O. BOX 1831 P.O. BOX 3249
SAN DIEGO, CA 92112 LOS ANGELES, CA 90051-1249
Attn: Attn: MS. Gwen R. Marelli
Title: Fuel Supervisor Title: Wholesale Mkt Sales Mgr.
C. Definitions: All definitions set forth in the Tariffs,
including without Limitation Utility Rule 1, are incorporated
herein by reference as if set forth in full.
D. Miscellaneous Legal Provisions: The miscellaneous legal
provisions in Section 6 of the MSC are incorporated by reference
herein as if set forth in full, except to the extent such Section
6 is superseded by Utitity's Tariff Rule 4.
E. Special Conditions : The following special conditions of
service are applicable hereto:
This Contract includes account numbers 18-3501-001-951-1 (meter
#8861), 18-3501-001-950-1 (meter #1143), 18-8334-455-952-1 (meter
#8862), and 18-8339-190-603-1 (meter #4024925).
IN WITNESS WHEREOF, the authorized representatives of the parties
have executed two duplicate original copies hereof.
Customer Utility
Name : Name:
SAN DIEGO GAS & ELECTRIC Southern California Gas Company
By: <signed> By: <signed>
Ms. Gwen R. Marelli
Title : Title:
Sr. Vice President-Energy Supply Wholesale Mkt Sales Mgr.
Form 6597-1 - original 1/12/93 - 6 - Contract #
Exhibit 10.64
MASTER SERVICES CONTRACT
ACCOUNT NO. 18-3501-001-951-1
TAXPAYER I.D. (S)
ORDER CONTROL CODE(S) SO5, SO5A
This Contract is entered into by and between Southern California
Gas Company ("Utility")and SAN DIEGO GAS & ELECTRIC ("Customer")
as of the 30th day of JUNE, 1998.
NOW THEREFORE, in consideration of the promises and mutual
undertakings set forth herein, the parties agree as follows:
Section 1 - Scope
This Contract sets forth the general terms and conditions under
which Utility will provide gas services to Customer pursuant to
the applicable Tariff Rate Schedules and Tariff Rules which have
been filed with the Public Utilities Commission of the State of
California ("CPUC"), as in effect from time to time. Such
services shall be limited to those services specified by Customer
from tire to time under Section 2 hereof and for which Customer
qualifies. Service under this Contract shall commence on JULY
1st, 1998 ("Effective Date") and continue thereafter so long as
one or more of the attached Schedules referenced in Section 2
remain in effect. This Contract shall also remain in effect to
permit any "winding up" occurring thereafter (e.g., billing and
payment reconciliations, collection of gas imbalances, etc.) or to
enforce or satisfy any obligations arising prior to the end of the
Contract.
Section 2 - Applicable
Utility offers the following "menu" of gas services:
A. Intrastate Transportation Service. (x)
B. Marketer/Core Aggregator/Use or Pay Aggregator Service. ( )
C. GasSelect Service. (x)
D. Basic Storage Service. ( )
E. Auction Storage Service. ( )
F. Long Term Storage Service. ( )
G. Gas Swap Storage Service. ( )
M. Extended Balancing Storage Service. ( )
l. Other Services: (x)
<Transaction based storage service>
<Firm "restated" access transportation agreement>
<LFM>
<7/7/98>
<GRM> <7/8/98>
Form 6597 - Revised 6/22/93 Contract #
Customer has as of the Effective Date requested and agreed to pay
for those services checked above. Utility has determined that
Customer qualifies for such service(s). Additional services my be
requested by Customer from time to time consistent with Utitity's
Tariff Rate Schedules and Tariff Rules and any publicly-announced
bidding, offering or operating procedures of Utility, and this
Contract may be supplemented as appropriate.
The agreement(s) specifying the terms and conditions for any or
all of the above services requested by Customer shall be attached
to the Contract as a "Schedule" (and incorporated herein by
reference) using the alphabetical designation provided above. To
the extent a particular service is not selected initially (or if
terminated subsequently), a Schedule shall be attached stating
that such service is "not applicable." To the extent that for any
reason Customer desires to obtain the above services on a
facility-by-facility basis, separate agreements shall be attached
as separate Schedules and designated, e.g., "Schedule A-1,"
"Schedule A-2," etc., depending on the service applicable.
Although the various services are compiled under this Contract for
administration and other considerations, each service provided by
Utility to Customer is separate and independent from all other
services. Thus, the breach of the agreement for one service under
a Schedule attached hereto shall not result in the breach of, or
excuse performance under, another agreement for another service
attached as a Schedule to this Contract. Likewise, there shall be
no offset between any amounts claimed to be payable or due under
one Schedule against amounts claimed to be payable or due under
another Schedule.
Section 3 - Interpretation
In the event of any conflict between the provisions of this
Contract and the provisions of any Schedule, the provisions of
such Schedule shall be deemed to control; provided, however,
notwithstanding the foregoing, this Contract and the Schedules
attached hereto shall at all times be subject to (a) Utility's
Tariff Rate Schedules and Tariff Rules, (b) all rules,
regulations, decisions and orders of the CPUC, and ~(c) all other
governmental laws, regulations, and decisions (including by a
court) applicable to this Contract and/or the Schedules attached
hereto, as each of the foregoing my be in effect from time to
time.
Section 4- Billing Payments
All bills rendered by Utility shall be paid by Customer within
nineteen (19) days after the billing date to Utitity's depository
specified below (which may be changed by Utility on ten (10) days
prior written notice). One master billing may be made by Utility
for all services provided under this contract (including all
Schedules attached hereto) after 1993 as mutually agreed. Such
billing shall be sent to Customer at the following location:
SAN DIEGO GAS & ELECTRIC
P.O. BOX 1831
SAN DIEGO, CA 92112-4150
Attn : ACCOUNTING SUPERVISOR
Additional copies of billings shall also be sent to the following
facility location(s) of Customer:
SAN DIEGO GAS & ELECTRIC
P.O. BOX 1831
SAN DIEGO, CA 92112-4150
Attn Fuel Supervisor
The parties recognize that billings may be subject to adjustment
in subsequent periods during the term hereof or after the
expiration of this Contract (or any Schedule) to reflect
subsequent reconciliations with the records of interstate
transporters or third parties delivering gas in California for
Customer.
All payments by Customer shall be made for the account of Utility
to the following address:
Southern California Gas Company
P.O. BOX C
MONTEREY PARK, CA 91756
Form 6597 - Revised 6/22/93 2 Contract
<PAGE BREAK>
Section 5 - Notices/Information
All notices, requests or demands by either party shall be given in
writing as specified in the effective Schedules attached hereto
except that notices of changes to Section 4 shall be sent to the
Master Billing Address of Customer for changes in Utility's
depository and to Utility at the address provided below for
changes in the Master Billing Address:
Southern California Gas Company
P.O. BOX 3249
LOS ANGELES, CA 90051-1249
Attn : Ms. Gwen R. Marelli, Wholesale Mkt Sales
Mgr.
Section 6 - Legal Provisions
(A) Interpretation - The interpretation and performance of any
contracts for gas service shall be in accordance with the laws of
the State of California, and the orders, rules and regulations of
the Public Utilities Commission of the State of California, in
effect from time to time.
(B) Amendment or Modification - Except as required to conform with
California law and the orders, rules and regulations of the Public
Utilities Commission of the State of California (which retains
continuing jurisdiction over this Contract and the Schedules
attached hereto), no amendment or modification shall be made to
this Contract except by an instrument in writing executed by all
parties thereto, and no amendment or modification shall be made by
course of performance, course of dealing or usage of trade.
(C) Waiver - No waiver by any party of one or more defaults under
this Contract shall operate or be construed as a waiver of any
other default or defaults, whether of a like or different
character.
(D) Damages - No party under this Contract shall be assessed any
special, punitive, consequential, incidental, or indirect damages,
whether in contract or tort, for any actions or inactions arising
from or related to this Contract.
(E) Assignment - This Contract (or any rights or obligations
related thereto) shall not be assigned without the prior written
consent of Utility, which consent shall not be withheld
unreasonably (but Utility may require that any assignee confirm in
writing its assumption of the rights and obligations of its
predecessor).
(F) Hinshaw Exemption - In the event that any governmental entity
(including a court) issues an order or rule which would result in
the loss of Utitity's Hinshaw Exemption from Federal regulations
if this Contract entered into by Utility remains in effect,
Utility may terminate this Contract.
The foregoing provisions (A) through (F) shall be superseded to
the extent such matters are covered by Utitity's Tariff Rule 4, as
in effect from time to time.
IN WITNESS WHEREOF, the authorized representatives of the parties
have executed this Contract in two (2) duplicate original copies.
SAN DIEGO GAS & ELECTRIC SOUTHERN CALIFORNIA GAS COMPANY
By <signed> By <signed>
Ms. Gwen R. Marelli
Title: Sr. Vice President-Energy Title: Wholesale Mkt Sales Mgr.
Supply
Form 6597 - Revised 2/11/93 3 Contract #
MASTER SERVICES CONTRACT
SCHEDULE A
INTRASTATE TRANSMISSION SERVICE
ACCOUNT NUMBER 18-3501-001-951-1
This Agreement is entered into by and between Southern California
Gas Company ("Utility")and SAN DIEGO GAS & ELECTRIC ("Customer")
as of the 29th day of JUNE, 1998 . This Agreement shall be
attached to and incorporated as a Schedule in the Master Services
Contract ("MSC") executed by the Parties.
NOW THEREFORE, in consideration of the promises and mutual
undertakings set forth herein, the parties agree as follows:
Section I - Scope
A. Intent
This Agreement sets forth the general terms and conditions under
which Utility will transport gas, or transport and procure gas,
for customer in California pursuant to Utility's applicable Tariff
Rate Schedules and Tariff Rules ("Tariffs") on file with Public
Utilities Commission of the State of California ("CPUC"), as each
are in effect from time to time.
To the extent not inconsistent herewith, the provisions of ~MSC
are incorporated by reference in this agreement. All transmission
services by Utility shall be paid for by Customer at the rates
specified in the applicable Tariffs, except as otherwise specified
herein. Nothing in this Agreement shall be construed as
preventing Utility and Customer from mutually agreeing to
conditions which are more stringent than set forth in the Tariffs.
B. Effective Date/Term
(1) The Effective Date of this Agreement shall be as of 6:00 AM on
JULY 1st, 1998.
(2) The initial term of this Agreement shall end on JULY 1st,
2000.
At the end of the initial term, this Agreement shall continue
thereafter on a month to month basis unless terminated by written
notice from one party to the other given not less than twenty (20)
days prior to the last day of the initial term of any month
thereafter.
Section 2 - Services Provided and Redelivery Locations
Customer has requested and agreed to pay for, and Utility has
determined that Customer is qualified for transmission services to
the following locations (the data provided will be utilized by
Utility in determinations regarding curtailment) and any special
sequencing of redelivery conditions should be noted in Section
9(E):
Form 6597-1 - original 1/12/93 Contract # 92820
Facility A
Facility Name SAN DIEGO GAS % ELECTRIC
Account Number 18-3501-001-951-1
Address 0001 RAINBOW STATION
MORENO VALLEY, CA 92360
SIC Code 4939 Combination utilities, nec
Mail copy of Bill to this Facility: NO
Supplemental Facility Account Number(s):
18-3501-001-950-1 18-8334-455-952-1 18-8339-190-603-1
Full Requirements YES (Noncore only)
Facility Customer Contacts
Operations Emergency
Name: Operations Control Name: Scott Ferguson
Title : Supervisor Title : Director,
Gas Department
Address: 3494 E. PICO BLVD. Address: P.O. BOX 1831
LOS ANGELES, CA 90023-3003 SAN DIEGO, CA
92112
Tel. No: 323/266-5938 Tel. No: (619) 549-6503
Fax No : 323/269-5345 Fax No: (619) 549-6522
Customer shall notify Utility in the event of any change in the
gas requirements or notification designations for this facility.
If Customer receives its full requirements under Core Subscription
in the event during any month Customer utilizes gas in excess of
the following monthly scheduled quantity, such usage shall be
treated as reserved capacity for the entire year.
Form 6597-1 - Original 1/12/93 - 2 - Contract # 92820
Sequence 01
Billing Schedule
Otherwise
Rate Net Transmission Rates Applicable
Schedule Priority Billed Tariff/Negotiated Rate
GT-F8 FIRM N/A -TARIFF-
Term: 2 YEARS
Monthly Scheduled Quantity (Therms)
Jan 85,340,000 Jul 48,443,000
Feb 73,683,000 Aug 46,589,000
Mar 63,310,000 Sep 44,675,000
Apr 56,822,000 Oct 50,716,000
May 49,998,000 Nov 60,286,000
Jun 46,523,000 Dec 90,338,000
Annual Quantity 716,723,000 Use or Pay Aggregator NO
(Only applies to firm rates under partial requirements)
Customer's regular days for operations under this sequence are:
M (X) T (X) W (X) Th (X) F (X) Sat (X) Sun (X)
Form 6597-1 - Original 1/12/93 - 3 - Contract # 92820
<Page Break>
Section 3 - Other Existing Transportation/Exchange Arrangements
(1) Customer has existing intrastate transportation/exchange
arrangements with Utility:
(2) Date of Arrangement:
(3) Term of Arrangement:
(4) This Agreement shall have no impact on such existing
arrangement except:
Section 4 - Transportation Delivery Options
Customers "Order Control Code" (OCC) for gas transportation by
Utility is : SO5.
A. Transportation Delivery Points
Gas may be delivered to Utility for transportation for Customer's
account at the following interconnection delivery points on
Utility's pipeline facilities.
Gaviota Gas Plant Intertie with SoCalGas near outlet of the
Chevron onshore treating facility
South Coles Levee Intertie with SoCalGas at point near the outlet
of the South Coles Levee Plant
3p Gasoline Extraction Plant Intertie with SoCalGas at Kettleman
Hills
PG and E Intertie with SoCalGas at Kern River Station
El Paso Natural Gas Intertie with SoCalGas at Topock
PG and E Intertie with SoCalGas at Kettleman
PG and E Intertie with SoCalGas at Elk Hills
PG and E Intertie with SoCalGas at Topock
El Paso Natural Gas Intertie with SoCalGas at Blythe
PG and E Intertie with SoCalGas at Elk Pisgah
Transwestern Intertie with SoCalGas at Needles
Carpenteria Gas Plant Intertie with SoCalGas and junction of
Carpenteria Ave. and U.S. Hwy 101
Kern/Mojave Intertie with SoCalGas at Wheeler Ridge
Priority of access to any Delivery Point shall be as set forth in
the Tariffs or as otherwise established by the CPUC.
B. Operations
All nominations, confirmations, and other operating procedures for
transportation services shall be subject to the rules and
conditions established therefor by Utility. Customer shall be
responsible for obtaining, and subject to any liability or loss
regarding, any upstream transportation prior to the receipt of gas
by Utility for Customer's account, except for core and core-
subscription usage. Customer's failure to obtain firm upstream
transportation rights to ensure delivery to Utility shall not be
deemed to be a condition of Force Majeure.
Any deviations from a standard 5 or 7 day week should be noted in
Section 9(E).
Section 5 - Service Interruption Credit
The firm transportation services by Utility under this Agreement
may be subject to the applicable "Service Interruption Credit" as
set forth in Utility's Tariffs.
Section 6 - Billing and Payment
Billing and Payment for services hereunder shall be as provided in
Utility's applicable Tariffs, with payment due from Customer to
Utility not later than 19 days following the date of Utility's
invoice. Any special billing instructions should be noted in
Section 9(E).
Form 6597-1 - Original 1/12/93 - 4 - Contract # 92820
<Page Break>
Section 7 - Imbalances
Utility shall provide Customer with an imbalance service in
connection with transportation of gas hereunder pursuant to Tariff
Rate Schedule G-IMB, as in effect from time to time (or any
successor thereto). Any applicable imbalance charges shall be
charged to Account Number: 18-3501-001-951-1.
For any Customer utilizing the services of a Contracted Marketer,
a summary of transactional activities shall be provided to the
following designated account: N/A.
Section 8 - Transfer of Rights
Subject to Section 9(A), this Agreement and the rights and
obligations hereunder shall only be transferred or assigned with
the prior written consent of Utility which shall not be withheld
unreasonably, provided that any successor first established its
"creditworthiness" and assumes such contractual rights and
obligations in writing.
Section 9 - Miscellaneous
A. Representatives - Customer shall utilize the services of:
(1) Contracted Marketer : N/A
Authorized to access Customer's meter usage: N/A
Will nominate on Customer's behalf: N/A
Will trade on Customer's behalf: N/A
(2) Agent : N/A
Authorized to access Customer's meter usage: N/A
Will nominate on Customer's behalf: N/A
Will trade on Customer's behalf: N/A
(3) Use or Pay Aggregator: N/A
Aggregators will automatically be authorized to access Customer's
meter usage. To the extent applicable, appropriate authorization
by Customer (including the the terms and conditions thereof) have
been attached to MSC and are incorporated by reference (as
supplemented from time to time) in this Agreement.
If Customer designates a Marketer or Agent, any communications
made by such Marketer/Agent shall be binding on Customer and shall
prevail in any conflict during the period such authorization
remains in effect. Such authorization shall remain in effect for
the term of this Agreement unless otherwise specified in the
initial authorization, or unless terminated pursuant to
notification received written by the Utility. In order for a
Marketer/Agent to nominate on Customer's behalf, such designated
Marketer/Agent must be so designated by the 20th of month
preceding any particular nomination.
Form 6597-1 - Original 1/12/93 - 5 - Contract # 92820
<Page Break>
B. Contacts/Notices:
All day to day contacts with Customer shall be as specified for
each Facility above. Operating contacts to be used by customer
with Utility shall be:
Operations/Emergency Customer Service
Contact Title: Contact Title:
Gas Transactions Manager Wholesale Mkt Sales Mgr.
Telephone No: (213) 244-3900 Telephone No: (213) 244-3701
Fax No: N/A Fax No: (213) 244-8222
Any written notices from one party to the other affecting this
Agreement shall be sent to the following locations (unless changed
by seven days prior written notice):
Customer Utility
SAN DIEGO GAS & ELECTRIC Southern California Gas Company
P.O. BOX 1831 P.O. BOX 3249
SAN DIEGO, CA 92112 LOS ANGELES, CA 90051-1249
Attn: Attn: MS. Gwen R. Marelli
Title: Fuel Supervisor Title: Wholesale Mkt Sales Mgr.
C. Definitions: All definitions set forth in the Tariffs,
including without Limitation Utility Rule 1, are incorporated
herein by reference as if set forth in full.
D. Miscellaneous Legal Provisions: The miscellaneous legal
provisions in Section 6 of the MSC are incorporated by reference
herein as if set forth in full, except to the extent such Section
6 is superseded by Utitity's Tariff Rule 4.
E. Special Conditions : The following special conditions of
service are applicable hereto:
In addition to OCC S05 in Section 4, OCC S05A also applies.
IN WITNESS WHEREOF, the authorized representatives of the parties
have executed two duplicate original copies hereof.
Customer Utility
Name : Name:
SAN DIEGO GAS & ELECTRIC Southern California Gas Company
By: <signed> By: <signed>
Ms. Gwen R. Marelli
Title : Title:
Sr. Vice President-Energy Supply Wholesale Mkt Sales Mgr.
Form 6597-1 - original 1/12/93 - 6 - Contract # 92820
<TABLE>
EXHIBIT 12.1
SAN DIEGO GAS & ELECTRIC COMPANY
COMPUTATION OF RATIO OF EARNINGS TO COMBINED FIXED CHARGES
AND PREFERRED STOCK DIVIDENDS
(Dollars in thousands)
<CAPTION>
1994 1995 1996 1997 1998* 1998**
-------- -------- -------- -------- --------- ----------
<S> <C> <C> <C> <C> <C> <C>
Fixed Charges:
Interest:
Long-Term Debt $ 81,749 $ 82,591 $ 76,463 $ 69,546 $ 54,664 $ 54,664
Short-Term Debt 8,894 17,886 12,635 13,825 12,933 12,933
Rate Reduction Bonds -- -- -- -- -- 40,912
Amortization of Debt
Discount and Expense,
Less Premium 4,604 4,870 4,881 5,154 7,749 7,749
Interest Portion of
Annual Rentals 9,496 9,631 8,446 9,496 8,250 8,250
-------- -------- -------- -------- --------- ----------
Total Fixed
Charges 104,743 114,978 102,425 98,021 83,596 124,508
-------- -------- -------- -------- --------- ----------
Preferred Dividends
Requirements 7,663 7,663 6,582 6,582 6,582 6,582
Ratio of Income Before
Tax to Net Income 1.83501 1.78991 1.88864 1.91993 1.73993 1.73993
-------- -------- -------- -------- --------- ----------
Preferred Dividends
for Purpose of Ratio 14,062 13,716 12,431 12,637 11,452 11,452
-------- -------- -------- -------- --------- ----------
Total Fixed Charges
and Preferred
Dividends for
Purpose of Ratio $118,805 $128,694 $114,856 $110,658 $ 95,048 $135,960
======== ======== ======== ======== ========= ==========
Earnings:
Net Income (before
preferred dividend
requirements) $206,296 $219,049 $222,765 $238,232 $191,204 $191,204
Add:
Fixed Charges
(from above) 104,743 114,978 102,425 98,021 83,596 124,508
Less: Fixed Charges
Capitalized 1,424 2,040 1,495 2,052 846 846
Taxes on Income 172,259 173,029 197,958 219,156 141,477 141,477
-------- -------- -------- -------- --------- ----------
Total Earnings for
Purpose of Ratio $481,874 $505,016 $521,653 $553,357 $415,431 $456,343
======== ======== ======== ======== ========= ==========
Ratio of Earnings
to Combined Fixed
Charges and Preferred
Dividends 4.06 3.92 4.54 5.00 4.37 3.36
======== ======== ======== ======== ========= ==========
</TABLE>
* Not including interest for rate reduction bonds.
** Including interest for rate reduction bonds.
EXHIBIT 23.01
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration
Statement Nos. 33-45599, 33-52834, and 33-49837 of San Diego Gas &
Electric Company on Forms S-3 of our report dated January 27, 1999,
except for Note 14 as to which the date is February 22, 1999,
appearing in this Annual Report on Form 10-K of San Diego Gas &
Electric Company for the year ended December 31, 1998.
/s/ DELOITTE & TOUCHE LLP
San Diego, California
March 31, 1999
<TABLE> <S> <C>
<ARTICLE> UT
<LEGEND> THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION
EXTRACTED FROM THE CONDENSED STATEMENT OF CONSOLIDATED INCOME,
BALANCE SHEET AND CASH FLOWS AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
<CIK> 0000086521
<NAME> SAN DIEGO GAS & ELECTRIC COMPANY
<MULTIPLIER> 1,000,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> DEC-31-1998
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 2,300
<OTHER-PROPERTY-AND-INVEST> 498
<TOTAL-CURRENT-ASSETS> 696
<TOTAL-DEFERRED-CHARGES> 756
<OTHER-ASSETS> 7
<TOTAL-ASSETS> 4,257
<COMMON> 291
<CAPITAL-SURPLUS-PAID-IN> 566
<RETAINED-EARNINGS> 267
<TOTAL-COMMON-STOCKHOLDERS-EQ> 1,124
25
78
<LONG-TERM-DEBT-NET> 1,491
<SHORT-TERM-NOTES> 0
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 66
0
<CAPITAL-LEASE-OBLIGATIONS> 57
<LEASES-CURRENT> 6
<OTHER-ITEMS-CAPITAL-AND-LIAB> 1,410
<TOT-CAPITALIZATION-AND-LIAB> 4,257
<GROSS-OPERATING-REVENUE> 2,749
<INCOME-TAX-EXPENSE> 133
<OTHER-OPERATING-EXPENSES> 2,330
<TOTAL-OPERATING-EXPENSES> 2,463
<OPERATING-INCOME-LOSS> 286
<OTHER-INCOME-NET> 21
<INCOME-BEFORE-INTEREST-EXPEN> 307
<TOTAL-INTEREST-EXPENSE> 116
<NET-INCOME> 191
6
<EARNINGS-AVAILABLE-FOR-COMM> 185
<COMMON-STOCK-DIVIDENDS> 319
<TOTAL-INTEREST-ON-BONDS> 96
<CASH-FLOW-OPERATIONS> 535
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
