SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
...X.. Quarterly report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
June 30, 1995
For the quarterly period ended..............................................
Or
.....Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from _________________ to ____________________
Commission File Number 1-11439
SDO PARENT CO., INC.
...........................................................................
Exact name of registrant as specified in its charter)
CALIFORNIA 33-0643023
............................................................................
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
101 ASH STREET, SAN DIEGO, CALIFORNIA 92101
........................................................................
(Address of principal executive offices (Zip Code)
(619) 696-2000
Registrant's telephone number, including area code......................
No Change
........................................................................
Former name, former address and former fiscal year, if changed since
last report
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Sections 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes...X... No......
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
NONE
Common Stock outstanding.....................................................
<PAGE>
BACKGROUND
SDO Parent Co., Inc., a California corporation, was formed by San Diego Gas &
Electric Company, a California corporation, for the purpose of becoming the
parent holding company for SDG&E and for SDG&E's present direct subsidiaries.
At the annual meeting of SDG&E's shareholders on April 25, 1995, the merger
transaction to effect the holding company structure was approved. However,
completion of the merger is subject to SDG&E's receipt of certain
authorizations from the California Public Utilities Commission. An
application was filed with the CPUC on November 7, 1994.
At present, SDO Parent has no assets, no operations, and no issued and
outstanding stock. Although SDG&E will be the initial holder of SDO Parent's
securities prior to the merger, this step in the holding company formation
process is being held in abeyance pending receipt of the authorizations.
The CPUC's Division of Ratepayer Advocates has recommended against approval of
the holding company or, in the alternative, that approval include several
conditions, some of which are onerous. To date, the holding company proposal
has been approved by the FERC, the Nuclear Regulatory Commission and SDG&E
shareholders. SDG&E anticipates forming the holding company shortly after
receiving final approval from the CPUC, whose decision is expected in the
fourth quarter of 1995. Upon receipt of the authorizations, the merger will be
effected and then-present holders of SDG&E common stock will become the holders
of SDO Parent's common stock.
For information concerning the financial position and results of operations
of SDO Parent had the merger occurred on or prior to June 30, 1995,
the Quarterly Report on Form 10-Q of SDG&E (File No. 1-3779) for the
quarter ended June 30, 1995 is incorporated herein by reference.
PART I. FINANCIAL INFORMATION
Items 1. and 2.
Part I of San Diego Gas & Electric Company's Quarterly Report on Form 10-Q for
the quarter ended June 30, 1995 is incorporated herein by reference.
2
<PAGE>
PART II. OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
Part II Item 1 of San Diego Gas & Electric Company's Quarterly Report on
Form 10-Q for the quarter ended June 30, 1995 is incorporated herein by
reference.
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Exhibit 10 - Material Contracts
10.1 Amended 1986 Long-Term Incentive Plan, amended and restated
effective April 25, 1995 (incorporated by reference from San Diego Gas &
Electric Company's Amendment No. 2 to Form S-4 filed February 28, 1995).
10.2 Loan Agreement with the City of San Diego in connection with the
issuance of $16.7 million of Industrial Development Revenue Refunding Bonds,
dated as of June 1, 1995 (incorporated by reference from San Diego Gas &
Electric Company's Quarterly Report on Form 10-Q for the quarter ended June
30, 1995).
10.3 Loan Agreement with the City of San Diego in connection with the
issuance of $57.7 million of Industrial Development Revenue Refunding Bonds,
dated as of June 1, 1995 (incorporated by reference from San Diego Gas &
Electric Company's Quarterly Report on Form 10-Q for the quarter ended June
30, 1995).
10.4 Stock Purchase Agreement dated May 15, 1995 among WES Acquisition
Corp., Pacific Diversified Capital Company and Wexford Capital Corporation, as
indemnitor (incorporated by reference from San Diego Gas & Electric Company's
Quarterly Report on Form 10-Q for the quarter ended June 30, 1995).
Exhibit 12 - Computation of ratios
12.1 Computation of Ratio of Earnings to Combined Fixed Charges and
Preferred Stock Dividends as required under SDG&E's August 1993 registration
of 5,000,000 shares of preference Stock (Cumulative) as filed as Exhibit 12.1
to the Quarterly Report on Form 10-Q of San Diego Gas & Electric Company for
the quarter ended June 30, 1995.
Exhibit 27- Financial Data Schedule
27.1 Financial Data Schedule as filed as Exhibit 27 with the Quarterly
Report on Form 10-Q of San Diego Gas & Electric Company for the quarter ended
June 30, 1995.
Exhibit 99 - Additional Exhibits
99.1 The Quarterly Report on Form 10-Q of San Diego Gas & Electric Company
for the quarter ended June 30, 1995.
(b) Reports on Form 8-K
Part II Item 6 (b) of San Diego Gas & Electric Company's Quarterly Report on
Form 10-Q for the quarter ended June 30, 1995 is incorporated herein by
reference.
3
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
SDO PARENT CO., INC.
August 7, 1995 By:
---------------- ----------------------------
Date F. H. Ault
Vice President and Controller
4
<PAGE>
Exhibit 99.1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
...X..Quarterly report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
June 30, 1995
For the quarterly period ended.............................................
Or
......Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from __________________ to _______________________
Commission File Number 1-3779
SAN DIEGO GAS & ELECTRIC COMPANY
............................................................................
(Exact name of registrant as specified in its charter)
CALIFORNIA 95-1184800
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
101 ASH STREET, SAN DIEGO, CALIFORNIA 92101
................................................................................
(Address of principal executive offices) (Zip Code)
(619) 696-2000
Registrant's telephone number, including area code..............................
No Change
................................................................................
Former name, former address and former fiscal year, if changed since last report
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes...X... No......
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.
116,538,035
Common Stock outstanding July 31, 1995 ........................................
<PAGE>
PART I - FINANCIAL INFORMATION
SAN DIEGO GAS & ELECTRIC COMPANY
STATEMENTS OF CONSOLIDATED INCOME
(In thousands except per share amounts)
Three Months Ended
June 30,
1995 1994
----------- -----------
(Unaudited)
Operating Revenues
Electric . . . . . . . . . . . . . . $ 354,716 $ 352,013
Gas . . . . . . . . . . . . . . . . . 76,745 78,260
Diversified operations . . . . . . . 13,778 13,777
----------- -----------
Total operating revenues . . . . . 445,239 444,050
----------- -----------
Operating Expenses
Electric fuel . . . . . . . . . . . . 20,481 33,490
Purchased power . . . . . . . . . . . 84,937 81,442
Gas purchased for resale . . . . . . 28,477 31,071
Maintenance . . . . . . . . . . . . . 17,425 16,209
Depreciation and decommissioning . . 68,027 65,008
Property and other taxes . . . . . . 11,191 11,119
General and administrative . . . . . 44,630 61,762
Other . . . . . . . . . . . . . . . . 52,547 50,481
Income taxes . . . . . . . . . . . . 38,036 29,659
----------- -----------
Total operating expenses . . . . . 365,751 380,241
----------- -----------
Operating Income . . . . . . . . . . . 79,488 63,809
----------- -----------
Other Income and (Deductions)
Writedown of real estate. . . . . . . - (25,000)
Allowance for equity funds used
during construction . . . . . . . . 1,453 2,155
Taxes on nonoperating income . . . . 1,398 10,038
Other - net . . . . . . . . . . . . . (3,350) (1,072)
----------- -----------
Total other income and (deductions) (499) (13,879)
----------- -----------
Income Before Interest Charges. . . . . 78,989 49,930
----------- -----------
Interest Charges
Long-term debt . . . . . . . . . . . 25,355 22,782
Short-term debt and other . . . . . . 4,411 3,406
Allowance for borrowed funds used
during construction . . . . . . . . (671) (1,064)
----------- -----------
Net interest charges . . . . . . . 29,095 25,124
----------- -----------
Income from Continuing Operations . . . 49,894 24,806
Discontinued Operations, Net
of Income Taxes . . . . . . . . . . . (678) (58,025)
----------- -----------
Net Income (Loss) (before preferred
dividend requirements) . . . . . . . . 49,216 (33,219)
Preferred Dividend Requirements . . . . 1,915 1,915
----------- -----------
Earnings (Loss) Applicable
to Common Shares . . . . . . . . . . . $ 47,301 $ (35,134)
=========== ===========
Average Common Shares Outstanding . . . 116,534 116,473
=========== ===========
Earnings Per Common Share - Continuing
Operations. . . . . . . . . . . . . . $ 0.41 $ 0.20
=========== ===========
Earnings (Loss) Per Common Share. . . . $ 0.41 $ (0.30)
=========== ===========
Dividends Declared Per Common Share . . $ 0.39 $ 0.38
=========== ===========
See notes to consolidated financial statements.
2
<PAGE>
PART I - FINANCIAL INFORMATION
SAN DIEGO GAS & ELECTRIC COMPANY
STATEMENTS OF CONSOLIDATED INCOME
(In thousands except per share amounts)
Six Months Ended
June 30,
1995 1994
----------- -----------
(Unaudited)
Operating Revenues
Electric . . . . . . . . . . . . . . $ 734,004 $ 727,917
Gas . . . . . . . . . . . . . . . . . 161,323 177,110
Diversified operations . . . . . . . 27,867 27,002
----------- -----------
Total operating revenues . . . . . 923,194 932,029
----------- -----------
Operating Expenses
Electric fuel . . . . . . . . . . . . 44,329 68,366
Purchased power . . . . . . . . . . . 171,201 162,967
Gas purchased for resale . . . . . . 63,142 80,745
Maintenance . . . . . . . . . . . . . 36,708 32,570
Depreciation and decommissioning . . 135,845 129,067
Property and other taxes . . . . . . 22,679 22,496
General and administrative . . . . . 85,587 107,023
Other . . . . . . . . . . . . . . . . 104,483 102,726
Income taxes . . . . . . . . . . . . 86,077 78,178
----------- -----------
Total operating expenses . . . . . 750,051 784,138
----------- -----------
Operating Income . . . . . . . . . . . 173,143 147,891
----------- -----------
Other Income and (Deductions)
Writedown of real estate . . . . . . - (25,000)
Allowance for equity funds used
during construction . . . . . . . . 3,013 4,840
Taxes on nonoperating income . . . . 1,177 9,502
Other - net . . . . . . . . . . . . . (2,945) (341)
----------- -----------
Total other income and (deductions) 1,245 (10,999)
----------- -----------
Income Before Interest Charges. . . . . 174,388 136,892
----------- -----------
Interest Charges
Long-term debt . . . . . . . . . . . 49,646 45,290
Short-term debt and other . . . . . . 8,891 6,252
Allowance for borrowed funds used
during construction . . . . . . . . (1,383) (2,238)
----------- -----------
Net interest charges . . . . . . . 57,154 49,304
----------- -----------
Income from Continuing Operations 117,234 87,588
Discontinued Operations, Net
of Income Taxes. . . . . . . . . . . . (6,168) (61,011)
----------- -----------
Net Income (before preferred dividend
requirements) . . . . . . . . . . . . 111,066 26,577
Preferred Dividend Requirements . . . . 3,831 3,831
----------- -----------
Earnings Applicable to Common Shares. . $ 107,235 $ 22,746
=========== ===========
Average Common Shares Outstanding . . . 116,533 116,482
=========== ===========
Earnings Per Common Share - Continuing
Operations. . . . . . . . . . . . . . $ 0.97 $ 0.72
=========== ===========
Earnings Per Common Share . . . . . . . $ 0.92 $ 0.20
=========== ===========
Dividends Declared Per Common Share . . $ 0.78 $ 0.76
=========== ===========
See notes to consolidated financial statements.
3
<PAGE>
SAN DIEGO GAS & ELECTRIC COMPANY
CONSOLIDATED BALANCE SHEETS
(In thousands of dollars)
June 30, December 31,
1995 1994
------------ ------------
(Unaudited)
ASSETS
Utility plant - at original cost . . . . . . . . $5,406,667 $5,329,179
Accumulated depreciation and decommissioning . . (2,299,220) (2,180,087)
------------ ------------
Utility plant-net . . . . . . . . . . . . . . 3,107,447 3,149,092
------------ ------------
Investments and other property . . . . . . . . . 502,429 465,918
------------ ------------
Current assets
Cash and temporary investments . . . . . . . . 52,629 25,405
Funds held for debt retirement . . . . . . . . 74,632 -
Accounts receivable . . . . . . . . . . . . . 160,948 187,988
Notes receivable . . . . . . . . . . . . . . . 33,194 31,806
Inventories . . . . . . . . . . . . . . . . . 78,382 75,607
Other . . . . . . . . . . . . . . . . . . . . 35,957 34,022
------------ ------------
Total current assets . . . . . . . . . . . 435,742 354,828
------------ ------------
Deferred taxes recoverable in rates . . . . . . 290,535 305,717
------------ ------------
Deferred charges and other assets . . . . . . . 334,418 322,881
------------ ------------
Total . . . . . . . . . . . . . . . . . . $4,670,571 $4,598,436
============ ============
CAPITALIZATION AND LIABILITIES
Capitalization
Common equity . . . . . . . . . . . . . . . . $1,490,719 $1,474,430
Preferred stock:
Not subject to mandatory redemption . . . . 93,493 93,493
Subject to mandatory redemption . . . . . . 25,000 25,000
Long-term debt . . . . . . . . . . . . . . . . 1,381,086 1,339,201
------------ ------------
Total capitalization . . . . . . . . . . . 2,990,298 2,932,124
------------ ------------
Current liabilities
Short-term borrowings . . . . . . . . . . . . - 89,325
Long-term debt redeemable within one year . . 189,350 115,000
Current portion of long-term debt . . . . . . 45,115 35,031
Accounts payable . . . . . . . . . . . . . . . 86,878 130,157
Dividends payable . . . . . . . . . . . . . . 47,364 46,200
Taxes accrued . . . . . . . . . . . . . . . . 45,442 5,519
Interest accrued . . . . . . . . . . . . . . . 21,115 23,372
Regulatory balancing accounts
overcollected-net. . . . . . . . . . . . . . 122,742 111,731
Other . . . . . . . . . . . . . . . . . . . . 113,866 113,815
------------ ------------
Total current liabilities . . . . . . . . 671,872 670,150
------------ ------------
Customer advances for construction . . . . . . . 34,549 36,250
------------ ------------
Accumulated deferred income taxes-net . . . . . 501,898 513,592
------------ ------------
Accumulated deferred investment tax credits . . 106,507 109,161
------------ ------------
Deferred credits and other liabilities . . . . . 365,447 337,159
------------ ------------
Total . . . . . . . . . . . . . . . . . . $4,670,571 $4,598,436
============ ============
See notes to consolidated financial statements.
4
<PAGE>
SAN DIEGO GAS & ELECTRIC COMPANY
STATEMENTS OF CONSOLIDATED CASH FLOWS
(In thousands of dollars)
<TABLE>
<CAPTION>
Six Months Ended
June 30,
1995 1994
-------- --------
<S> <C> <C>
(Unaudited)
Cash Flows from Operating Activities
Income from Continuing Operations. . . . . . . . . . . . $117,234 $ 87,588
Adjustments to reconcile income from continuing
operations to net cash provided by operating activities
Writedown of real estate and other assets . . . . . . -- 37,000
Depreciation and decommissioning. . . . . . . . . . . 135,845 129,067
Amortization of deferred charges and other assets . . 6,392 6,704
Amortization of deferred credits
and other liabilities . . . . . . . . . . . . . . . (16,147) (16,149)
Allowance for equity funds used during construction . (3,013) (4,840)
Deferred income taxes and investment tax credits . . (4,511) (16,074)
Other-net . . . . . . . . . . . . . . . . . . . . . . 19,811 27,925
Changes in working capital components
Accounts and notes receivable . . . . . . . . . . . . 25,652 15,950
Regulatory balancing accounts . . . . . . . . . . . . 11,011 6,507
Inventories . . . . . . . . . . . . . . . . . . . . . (2,775) (9,864)
Other current assets. . . . . . . . . . . . . . . . . (1,935) 333
Accrued interest and taxes . . . . . . . . . . . . . 36,623 31,679
Accounts payable and other current liabilities. . . . (43,228) (42,113)
Cash flows provided (used) by discontinued operations. . (168) 4,873
--------- ---------
Net cash provided by operating activities . . . . . 280,791 258,586
--------- ---------
Cash Flows from Financing Activities
Dividends paid. . . . . . . . . . . . . . . . . . . . (93,563) (91,140)
Short-term borrowings-net . . . . . . . . . . . . . . (89,325) (47,197)
Issuance of long-term debt. . . . . . . . . . . . . . 124,641 --
Repayment of long-term debt . . . . . . . . . . . . . (26,063) (16,029)
Funds held for debt retirement. . . . . . . . . . . . (74,632) --
Redemption of common stock. . . . . . . . . . . . . . (50) (938)
--------- ---------
Net cash used by financing activities . . . . . . . (158,992) (155,304)
--------- ---------
Cash Flows from Investing Activities
Utility construction expenditures . . . . . . . . . . (91,225) (134,690)
Withdrawals from construction trust funds . . . . . . -- 58,042
Contributions to decommissioning funds . . . . . . . (11,016) (11,016)
Other-net . . . . . . . . . . . . . . . . . . . . . . 2,544 (1,925)
Discontinued operations . . . . . . . . . . . . . . . 5,122 (15,391)
--------- ---------
Net cash used by investing activities . . . . . . . (94,575) (104,980)
--------- ---------
Net increase (decrease). . . . . . . . . . . . . . . . . . 27,224 (1,698)
Cash and temporary investments, beginning of period . . . 25,405 12,711
--------- ---------
Cash and temporary investments, end of period . . . . . . $ 52,629 $ 11,013
========= =========
Supplemental Disclosure of Cash Flow Information
Income tax payments . . . . . . . . . . . . . . . . . $ 47,240 $ 39,041
========= =========
Interest payments, net of amounts capitalized . . . . $ 59,411 $ 49,756
========= =========
Supplemental Schedule of Noncash Investing
and Financing Activities
Real estate investments . . . . . . . . . . . . . . . $ 25,303 $ 5,586
Cash paid . . . . . . . . . . . . . . . . . . . . . . (250) (52)
--------- ---------
Liabilities assumed . . . . . . . . . . . . . . . . . $ 25,053 $ 5,534
========= =========
See notes to consolidated financial statements.
5
</TABLE>
<PAGE>
SAN DIEGO GAS & ELECTRIC COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
1. GENERAL
SDG&E believes all adjustments necessary to present a fair
statement of the consolidated financial position and results
of operations for the periods covered by this report,
consisting of recurring accruals, have been made. Certain
prior year amounts have been reclassified for comparability.
SDG&E's significant accounting policies are described in the
notes to consolidated financial statements in its 1994
Annual Report to Shareholders. SDG&E follows the same
accounting policies for interim reporting purposes.
This report should be read in conjunction with SDG&E's 1994
Annual Report on Form 10-K and its Quarterly Report on Form
10-Q for the three months ended March 31, 1995. The
consolidated financial statements and Management's
Discussion & Analysis of Financial Condition and Results of
Operations included in SDG&E's 1994 Annual Report to
Shareholders were incorporated by reference into SDG&E's
1994 Annual Report on Form 10-K and filed as an exhibit
thereto.
2. MATERIAL CONTINGENCIES
INDUSTRY RESTRUCTURING - CALIFORNIA PUBLIC UTILITIES
COMMISSION
On May 24, 1995 the CPUC voted 3-1 approving a tentative
plan for restructuring California's electric industry with a
wholesale power pool to begin by January 1997. The plan
would allow the state's investor-owned utilities to remain
in the business of owning and operating power plants for
utility-owned generation. The pool, operated by an
independent party, would provide for economic dispatch of
competing generation facilities based on spot-market
clearing prices similar to a commodities market. After two
years, if jurisdictional and market power issues are
resolved and transition cost recovery mechanisms are in
place, retail consumers would be able to buy electricity
directly from specific generators. The dissenting
commissioner presented an alternative plan calling for
direct power sales to all customers, including residential
customers, by 1997.
The proposed majority plan supports the continued
development of performance-based ratemaking. In addition,
the CPUC stated that it is committed to industry
restructuring in a manner that "...does not compromise the
financial integrity of the utilities and continues to
provide them with a reasonable opportunity to earn a fair
profit...." Additional hearings will be held prior to the
issuance of the CPUC's final policy decision. The CPUC's
timetable provides that its policy decision will be issued
no sooner than August 23, 1995 and become effective no
sooner than 100 days after the issuance of its final
decision. SDG&E and the CPUC believe that no state or
federal laws need to be changed in order for the CPUC's
proposal to go forward, although the California legislature
does not agree. The California legislature is currently
reviewing the CPUC's proposal and plans to hold hearings
commencing in August 1995. On July 24, 1995 SDG&E filed
comments in support of the CPUC's majority plan.
At June 30, 1995 SDG&E had approximately $960 million of net
utility plant (including approximately $750 million of
nuclear facilities) and $60 million of deferred taxes and
regulatory assets (included in "Deferred Charges and Other
Assets" on the Consolidated Balance Sheets) relating to
generating facilities currently being recovered in rates
over various periods of time. In addition, SDG&E has long-
term purchased-power commitments totaling $3.9 billion with
various utilities and other providers. Further, the CPUC's
recent Biennial Resource Plan Update decision requires SDG&E
to contract for an additional 500 megawatts of power over 17
to 30-year terms at an estimated cost of $4.8 billion
beginning in 1997. Prices under these contracts are
estimated to exceed future market prices by $500 million.
SDG&E challenged the decision and petitioned the Federal
Energy Regulatory Commission to overrule it. In February
1995 the FERC ruled favorably on SDG&E's petition. However,
the CPUC and others are unwilling to accept the FERC
decision as either appropriate or final. See additional
discussion of the BRPU proceeding in Management's Discussion
and Analysis of Financial Condition and Results of
Operations.
6
<PAGE>
SAN DIEGO GAS & ELECTRIC COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
If the CPUC proceeds with the move to a more competitive
environment, if the prices of competing suppliers are as
anticipated, and if the regulatory process does not provide
for complete recovery of those costs that are in excess of
what will otherwise be recoverable via market-based pricing
structures, SDG&E would incur a charge against earnings for
a significant portion of its generating facilities, the
related regulatory assets and the long-term commitments.
However, the CPUC has indicated that any otherwise
unrecovered amounts will be provided for in the new
environment. SDG&E cannot at this time predict the impact of
the CPUC's tentative decision and the transition to a more
competitive environment on SDG&E's financial condition and
results of operations.
SDG&E believes that changes in the California utility
industry and the movement toward a more competitive
marketplace will require SDG&E to change its corporate
structure. SDG&E is presently considering various strategies
for the separation of its power generation and transmission
assets from its other utility assets, much of which is
dependent on the outcome of the CPUC industry restructuring
proceedings and the FERC wholesale open access rule-making
proceedings (see below). In connection with the proposed
industry restructuring, SDG&E has applied to the CPUC for
permission to form a holding company. A holding company
structure would, among other things, provide a platform for
the separation of SDG&E's generation and transmission
assets. The CPUC's Division of Ratepayer Advocates has
recommended against approval of the holding company or, in
the alternative, that approval include several conditions,
some of which are onerous. To date, the holding company
proposal has been approved by the FERC, the Nuclear
Regulatory Commission and SDG&E shareholders. SDG&E
anticipates forming the holding company shortly after
receiving final approval from the CPUC, whose decision is
expected in the fourth quarter of 1995. See additional
discussion concerning the holding company application in
Management's Discussion and Analysis of Financial Condition
and Results of Operations.
INDUSTRY RESTRUCTURING - FEDERAL ENERGY REGULATORY
COMMISSION
On March 29, 1995 the FERC issued a proposed rule that if,
adopted, would require all public utilities to offer
wholesale "open access" transmission service on a
nondiscriminatory basis. In addition, public utilities would
be required to functionally unbundle their generation and
transmission services, i.e. pricing them separately from
each other. The FERC also stated its belief that, in this
more competitive period, utilities should be allowed to
recover the costs of assets and obligations made uneconomic
by the changed regulatory environment. Although SDG&E's cost
recovery mechanisms are not currently under the jurisdiction
of the FERC, the recognition by the FERC of the propriety of
such cost recovery supports the CPUC's similar position, as
stated in its tentative decision (see above).
On August 3, 1995 SDG&E filed its initial comments endorsing
the FERC's proposed rulemaking. SDG&E committed to filing at
the FERC during early 1996 its open access tariffs. Approval
of the tariffs of SDG&E and the other participating
utilities, and final approval of the CPUC's industry
restructuring plan would result in the creation of a bid-
based wholesale electricity spot market with open-access transmission.
Participating utilities would transfer complete operating control over
their transmission assets to an independent system operator,
which would be responsible for directing the operation of
the transmission system. At least at the outset, retail
customers would not participate directly as buyers in the
wholesale market. SDG&E has also proposed a single entity
that would ultimately own and/or lease the transmission
facilities within a broad geographic area. The creation of
such an entity could involve the sale, lease or other
disposition of SDG&E's transmission facilities. Reply
comments will be filed this fall. A final rule is expected
during early 1996.
7
<PAGE>
SAN DIEGO GAS & ELECTRIC COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
SAN ONOFRE NUCLEAR GENERATING STATION UNITS 2 & 3
In November 1994 SDG&E, Southern California Edison and the
CPUC's Division of Ratepayer Advocates signed a settlement
agreement on the accelerated recovery of SONGS Units 2 and 3
capital costs. It is anticipated that the rates in the
agreement would be sufficient for SDG&E to recover
approximately $750 million over an eight-year period
beginning in February 1996, rather than over the anticipated
operational life of the units, which may extend to 2013.
During the eight-year period, the authorized rate of return
would be reduced from the authorized weighted average cost
of capital (currently 9.76 percent) to 7.52 percent (SDG&E's
1995 authorized cost of debt). The agreement also includes a
performance incentive plan that would encourage continued,
efficient operation of the plant. However, continued
operation of SONGS beyond the eight-year period would be at
the owners' discretion. Under the plan, customers would pay
about four cents per kilowatt-hour for energy delivered from
SONGS during the eight-year period. This pricing plan would
replace the traditional method of recovering the units'
operating expenses and capital improvements. This is
intended to make the plants more competitive with other
sources. SDG&E is unable at this time to predict the impact
of this proposal, if approved, on the results of its
operations. Hearings were concluded in May 1995. A CPUC
decision is expected in the fourth quarter of 1995.
NUCLEAR INSURANCE
Public liability claims that could arise from a nuclear
incident are limited by law to $9 billion for each licensed
nuclear facility. For this exposure, SDG&E and the co-owners
of SONGS have purchased primary insurance of $200 million,
the maximum amount available. The remaining 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.
Insurance coverage is also provided for up to $2.8 billion
of property damage and decontamination liability, and the
cost of replacement power, which includes indemnity payments
for up to two years, after a waiting period of 21 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 for these insurance programs, SDG&E could be
assessed retrospective premium adjustments of up to $9
million.
3. WRITEDOWNS
In June 1994 SDG&E recorded writedowns related to the
utility and its subsidiaries. SDG&E recorded a $25 million
writedown of various commercial properties, including $19
million of subsidiary properties in Colorado Springs and in
San Diego, to reflect continuing declines in commercial real
estate values. As a result of the California Public
Utilities Commission's proposal to restructure the electric
utility industry and the uncertainty concerning the impact
of competition, SDG&E also recorded a $12 million writedown
of various non-earning utility assets, including the South
Bay Repower project. Additional writedowns associated with
discontinued operations are described in Note 4. Additional
information on the CPUC's proposed industry restructuring
and its potential impacts on SDG&E is provided in Note 2.
8
<PAGE>
SAN DIEGO GAS & ELECTRIC COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
4. DISCONTINUED OPERATIONS -- WAHLCO ENVIRONMENTAL SYSTEMS,
INC.
On June 6, 1995 SDG&E sold its investment in Wahlco
Environmental Systems, Inc. for $5 million. The sale of
Wahlco is being accounted for as a disposal of a segment of
business and SDG&E's prior periods' financial statements
have been restated to reflect Wahlco as a discontinued
operation. Discontinued operations consist of the following:
Six Months Ended Year Ended
June 30, December 31,
___________ ________________
1995 1994 1994 1993 1992
______________________________________________________________________________
(millions of dollars)
Revenues $24 $35 $70 $82 $82
Loss from operations before
income taxes -- (64) (70) (14) (13)
Loss on disposal before
income taxes (10) -- -- -- --
Income tax benefits 4 3 7 5 3
________________________________________________________________________________
The loss on disposal of Wahlco was recorded in 1995 and
includes the writedown of SDG&E's investment in Wahlco in
March 1995 to reflect Wahlco's estimated realizable value
under a proposed agreement (subsequently terminated) with a
potential buyer (see Note 2 of the notes to financial
statements in SDG&E's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1995) and Wahlco's net operating
losses after 1994. The loss from discontinued operations for
the six months ended June 30, 1994 was primarily due to the
$59 million writedown of Wahlco's goodwill and other
intangible assets as a result of the depressed air
pollution-control market and increasing competition.
Wahlco's net assets (included in "Investments and Other
Property" on the Consolidated Balance Sheets) at December
31, 1994 are summarized as follows:
Current assets $ 40.2
Non-current assets 18.9
Current liabilities (27.1)
Long-term debt and other
liabilities (24.2)
-------
$ 7.8
=======
9
<PAGE>
ITEM 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS:
EARNINGS
Earnings per share from continuing operations for the three
months ended June 30, 1995 were $0.41, up from $0.20 per
share during the same period in 1994. Earnings per share
from continuing operations for the six months ended June 30,
1995 were $0.97, up from $0.72 per share during the same
period in 1994. The changes in earnings result primarily
from a $0.20 per share June 1994 writedown associated with
utility and real estate assets. Additional information
concerning the writedowns is provided in Note 3 of the notes
to consolidated financial statements.
OPERATING REVENUES AND EXPENSES
Gas revenues, gas purchased for resale, and electric fuel
expense decreased for the six months ended June 30, 1995
from the corresponding period in 1994 primarily due to lower
natural gas prices. Purchased power expense for the six
months ended June 30, 1995 was up over the corresponding
1994 period, primarily due to increased purchases of short-
term energy to replace lower-cost nuclear generation as a
result of the scheduled refueling of San Onofre Nuclear
Generating Station Unit 2.
General and administrative expenses decreased for the six
months ended June 30, 1995 compared with 1994 primarily due
to the June 1994 writedowns of various non-earning utility
assets described in Note 3 of the notes to consolidated
financial statements.
REGULATORY MATTERS:
CALIFORNIA PUBLIC UTILITIES COMMISSION'S PROPOSED INDUSTRY
RESTRUCTURING
On May 24, 1995 the CPUC voted 3-1 approving a tentative
plan for restructuring California's electric industry with a
wholesale power pool to begin by January 1997. See
additional discussion of industry restructuring in Note 2 of
the notes to consolidated financial statements. SDG&E cannot
at this time predict the impact of the CPUC's final decision
and the transition to a more competitive environment on
SDG&E's financial condition and results of operations.
HOLDING COMPANY
In November 1994 SDG&E filed an application with the CPUC to
form a holding company. Under the proposed structure, SDG&E
would become a subsidiary of the parent company, as would
SDG&E's existing subsidiaries. A CPUC decision on SDG&E's
application is expected in the fourth quarter of 1995.
To date, the holding company proposal has been approved by
the FERC, the Nuclear Regulatory Commission and SDG&E
shareholders. See additional discussion of industry
restructuring and the proposed holding company plan in Note
2 of the notes to consolidated financial statements.
BIENNIAL RESOURCE PLAN UPDATE PROCEEDING
In December 1994 the CPUC issued a decision ordering SDG&E,
Pacific Gas & Electric and Southern California Edison to
proceed with the BRPU auction. SDG&E was ordered to begin
negotiating contracts (ranging from 17 to 30 years) to
purchase 500 mw of power from qualifying facilities at an
estimated cost of $4.8 billion beginning in 1997. SDG&E
contended that prices for BRPU energy would be significantly
higher than market prices. When the CPUC was not responsive,
SDG&E petitioned the FERC, claiming the BRPU auction was
illegal under the Public Utility Regulatory Policies Act of
1978. The FERC's February 1995 order declared the BRPU
auction procedures unlawful.
10
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
On June 21,1995 the CPUC discussed the FERC's decision, but
was unwilling to accept the FERC decision as either
appropriate or final. The CPUC concluded that SDG&E, PG&E
and Edison should attempt to reach settlements with the
auction winners and reminded the utilities that contract
buyouts should be reasonable and should not overlook the
ratepayers' interests. The Assigned Commissioner Ruling
issued on July 6, 1995 encourages settlement and reiterates
what was discussed on June 21. No deadline was established
for the completion of negotiations, although the utilities
are required to provide the CPUC with monthly status reports
summarizing negotiations.
GAS RATES
On July 19, 1995 the CPUC issued its decision on SDG&E's
June 1995 application to lower core gas rates by $16.4
million, effective August 1, 1995. This decrease is based on
the decline in gas prices to levels below the Biennial Cost
Allocation Proceeding's price forecast that became effective
January 1, 1995. The decrease lowers the gas portion of a
typical residential SDG&E natural gas bill by $1.60 per
month or 6.5 percent.
COST OF CAPITAL
On July 31, 1995 the CPUC's Division of Ratepayer Advocates
issued its report on the 1996 Cost of Capital proceeding.
The DRA is recommending a return on equity for SDG&E of
11.10 percent for an overall rate of return of 9.21 percent.
SDG&E has requested an increase in its return on equity from
1995's 12.05 percent to 12.25 percent for 1996 and an
increase in its overall rate of return from 9.76 percent
authorized to 9.83 percent. A CPUC decision is expected in
late 1995 with any authorized changes effective January 1,
1996.
LIQUIDITY AND CAPITAL RESOURCES:
Sources of cash for 1995 through 1999 are expected to
consist of income from operations and issuances of stock and
debt. Cash requirements for 1995 through 1999 include the
construction program and retirements of long-term debt.
SDG&E conducts a continuing review of its construction,
investment and financing programs. They are revised in
response to changes in competition, customer growth,
inflation, customer rates, the cost of capital, and
environmental and regulatory requirements.
FINANCING ACTIVITIES
SDG&E anticipates that it will continue to have short-term
and intermediate-term borrowings in 1995. At December 31,
1994 SDG&E had various short-term bank lines aggregating
$170 million and two $50 million long-term bank lines,
related to which $58 million in short-term bank loans was
outstanding. During June 1995 SDG&E renegotiated the terms
of these bank lines. At June 30, 1995 SDG&E had short-term
bank lines of $30 million (none outstanding) and long-term
bank lines of $280 million ($50 million outstanding).
Commitment fees are paid on the unused portion of the lines;
there are no requirements for compensating balances.
SDG&E does not expect any issuances of long-term debt or
preferred stock in 1995 other than refinancings. On June 6,
1995 SDG&E issued $74 million of Industrial Development
Bonds through the City of San Diego to refinance the 9-1/4
percent bonds issued in 1985. The new bonds were issued at
par, due September 1, 2020. The interest rates are variable,
ranging from 3.05 percent to 3.40 percent on the tax-exempt
segments and 5.95 percent to 5.97 percent on the federally
taxable segments. The proceeds were placed in an escrow fund
to be used to call the 1985 bonds on September 1, 1995.
11
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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 borrowing. These swap and
cap 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 income statement as part of interest expense. SDG&E's
policy is to use derivatives only as a hedge.
CAPITAL STRUCTURE
SDG&E maintains its utility capital structure so as to
obtain long-term financing at the lowest possible rates. The
following table lists key financial ratios for SDG&E's
utility operations.
June 30, December 31,
1995 1994
or the twelve or the year
months then ended then ended
----------------- ------------
Pretax interest coverage 4.8 X 4.7 X
Internal cash generation 112 % 85 %
Construction expenditures as
a percent of capitalization 7.6 % 9.1 %
Capital structure:
Common equity 48 % 48 %
Preferred stock 4 % 4 %
Debt and leases 48 % 48 %
SDG&E's employee savings and common stock investment plans
permit SDG&E to issue common stock or to purchase it on the
open market. Currently, SDG&E is purchasing the stock on the
open market for these plans.
CAPITAL REQUIREMENTS
Quarterly cash dividends of $0.39 per share have been
declared the first two quarters of 1995. The dividend pay-
out ratio for the 12 months ended June 30, 1995 and December
31, 1994, 1993, 1992 and 1991 were 82%, 130%, 82%, 81% and
79%, respectively. The increase for the year ended December
31, 1994 was due to the writedowns recorded during 1994.
Additional information regarding the writedowns is provided
in Notes 3 and 4 of the notes to consolidated financial
statements. The payment of future dividends is within the
discretion of the SDG&E Board of Directors and dependent
upon future business conditions, earnings and other factors.
Net cash flows provided by operating activities currently
are sufficient to maintain the payment of dividends at the
present level.
Construction expenditures were $264 million in 1994 and are
expected to be approximately $240 million in 1995. The level
of expenditures in the next few years will depend on the
CPUC's proposed industry restructuring (as described in
"Regulatory Matters" above), the timing of expenditures to
comply with air emission reduction and other environmental
requirements, and SDG&E's proposal to transport natural gas
to Mexico. (Additional information concerning SDG&E's
proposal to transport gas to Mexico is provided in SDG&E's
1994 Annual Report.)
OTHER
Besides the effects of items discussed in the preceding
pages, the only significant change in cash flows for the six
months ended June 30, 1995 compared to the corresponding
1994 period was related to the change in utility accounts
receivable due to varying levels of customer receivables
attributable to differences in
12
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
weather. In addition, besides
the items discussed in the preceding pages, the only
significant changes to the balance sheet at June 30, 1995
compared to December 31, 1994 were in accounts payable and
taxes accrued. Accounts payable decreased due to lower
expense accruals at June 30, 1995. The increase in taxes
accrued was due to the timing of payments.
13
<PAGE>
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
There have been no significant subsequent developments in
the American Trails, Public Service Company of New Mexico
and North City West proceedings. Background information
concerning these and the following proceedings is contained
in SDG&E's 1994 Annual Report on Form 10-K and in its March
31, 1995 Quarterly Report on Form 10-Q.
Century Power
On July 19, 1995 the Federal Energy Regulatory Commission
dismissed SDG&E's request for a rehearing of the FERC's
dismissal of SDG&E's February 11, 1993 audit complaint
against Tucson and Century. SDG&E may appeal this decision.
SDG&E is unable to predict the ultimate outcome of these
proceedings.
Canadian Natural Gas
On July 17, 1995 the United States Federal District Court,
Southern District of California, rejected motions by Summit
and Canadian Hunter to dismiss SDG&E's complaint. However,
the Court granted a separate motion of Summit on other
grounds, and dismissed SDG&E's lawsuit against Summit only.
SDG&E has thirty days to appeal this decision. SDG&E is
unable to predict the ultimate outcome of these proceedings.
McCartin
Plaintiffs dismissed their appeal in exchange for SDG&E's
waiver of its right to recover costs.
Covalt
The California Supreme Court granted the plaintiffs' request
for review of the California Court of Appeal decision to
dismiss the case. A decision is not expected until 1996.
SDG&E is unable to predict the ultimate outcome of this
proceeding.
SONGS Personal Injury Litigation
On July 7, 1995 Jason Mettler filed a complaint in the
United States District Court for the Southern District of
California against Southern California Edison, SDG&E,
Combustion Engineering and the Institute of Nuclear Power
Operations. The allegations in the complaint are
substantially identical to those contained in the complaints
of R. C. Tang, Glen James, and Linda McLandrich, described
in SDG&E's 1993 and 1994 Annual Report on Form 10-K and its
Quarterly Report on Form 10-Q for the three months ended
March 31, 1995. Plaintiff Mettler died shortly thereafter
and his complaint was converted into a wrongful-death
lawsuit. The lawsuit alleges that Mettler's death was the
result of the emission of radiation while he was an Edison
nuclear equipment operator at SONGS between 1982 and 1990.
Plaintiffs have asked for general compensatory damages. The
Tang, James, McLandrich and Mettler complaints were all
filed by the same attorneys. There have been no significant
subsequent developments in the James or McLandrich cases.
SDG&E is unable to predict the ultimate outcome of these
proceedings.
Wood Poles Preservatives
On June 20, 1995 the Pacific Justice Center filed a
complaint in San Francisco County Superior Court, against
Pacific Bell, Pacific Gas & Electric and two wood-pole
manufacturers claiming violations of the California Safe
Drinking Water and Toxic Enforcement Act (Proposition 65)
for failure to warn individuals who may be exposed to wood
poles treated with wood preservatives, some of which are
14
<PAGE>
PART II - OTHER INFORMATION
included on the list of chemicals known to cause cancer or
reproductive harm. Proposition 65 requires that prior
warning be given to individuals who may be exposed to such
chemicals unless the exposure will not pose a significant
risk. SDG&E believes, on the basis of studies and other
information, that exposures to wood poles containing such
preservatives do not give rise to a significant risk and
that no warning is required. Violations of the Proposition
65 warning requirement can result in penalties of up to
$2,500 per violation. Although SDG&E and Southern
California Edison were not named in this lawsuit, it is
anticipated that the Pacific Justice Center, to the extent
it prevails in the present lawsuit, will file a separate
lawsuit against Edison and SDG&E on the same grounds. SDG&E
is unable to predict the ultimate outcome of these
proceedings.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Exhibit 10 - Material Contracts
10.1 Amended 1986 Long-Term Incentive Plan, amended
and restated effective April 25, 1995
(incorporated by reference from SDG&E's
Amendment No. 2 to Form S-4 filed February 28,
1995).
10.2 Loan Agreement with the City of San Diego in
connection with the issuance of $16.7 million of
Industrial Development Revenue Refunding Bonds,
dated as of June 1, 1995.
10.3 Loan Agreement with the City of San Diego in
connection with the issuance of $57.7 million of
Industrial Development Revenue Refunding Bonds,
dated as of June 1, 1995.
10.4 Stock Purchase Agreement dated May 15, 1995
among WES Acquisition Corp., Pacific Diversified
Capital Company and Wexford Capital Corporation,
as indemnitor.
Exhibit 12 - Computation of Ratios
12.1 Computation of Ratio of Earnings to Combined
Fixed Charges and Preferred Stock Dividends as
required under SDG&E's August 1993 registration
of 5,000,000 shares of Preference Stock
(Cumulative).
Exhibit 27 - Financial Data Schedule
27.1 SDG&E Financial Data Schedule for the six months
ended June 30, 1995.
(b) Reports on Form 8-K
A Current Report on Form 8-K was filed on May 30, 1995
announcing the electric industry restructuring
proposal made by the California Public Utilities
Commission; the appointment of David Kuzma as senior
vice president and chief financial officer; and the
retirement of Nad Peterson as senior vice president,
general counsel and corporate secretary.
A Current Report on Form 8-K was filed on April 3,
1995 announcing negotiations of an agreement with an
unrelated third party for an option to acquire from
Pacific Diversified Capital Company (a subsidiary of
SDG&E and an 81 percent owner of Wahlco) its
investment in and receivables from Wahlco.
15
<PAGE>
SIGNATURE
Pursuant to the requirement of the Securities Exchange Act
of 1934, the registrant has duly caused this quarterly
report to be signed on its behalf by the undersigned
thereunto duly authorized.
SAN DIEGO GAS & ELECTRIC COMPANY
(Registrant)
Date: August 7, 1995 By: /s/ F.H. Ault
--------------- -----------------------------
(Signature)
F. H. Ault
Vice President and Controller
16
<PAGE>
Exhibit 12.1 SAN DIEGO GAS & ELECTRIC COMPANY
COMPUTATION OF RATIO OF EARNINGS TO COMBINED FIXED CHARGES
AND PREFERRED STOCK DIVIDENDS
<TABLE>
<CAPTION>
6 Months
Ended
1990 1991 1992 1993 1994 6/30/95
--------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Fixed Charges:
Interest:
Long-Term Debt $ 97,894 $ 98,802 $100,776 $ 93,402 $ 93,076 $ 49,646
Short-Term Debt 12,301 8,234 6,242 7,980 10,322 6,413
Amortization of Debt
Discount and Expense,
Less Premium 2,465 2,471 2,881 4,162 4,604 2,478
Interest Portion of
Annual Rentals 20,898 18,067 14,677 19,206 21,998 11,367
---------- ---------- ----------- --------- ----------- ----------
Total Fixed
Charges 133,558 127,574 124,576 124,750 130,000 69,904
---------- ---------- ----------- --------- ----------- ----------
Preferred Dividends
Requirements 10,863 10,535 9,600 8,565 7,663 3,831
Ratio of Income Before
Tax to Net Income 1.75499 1.63017 1.72369 1.67794 1.90447 1.76441
---------- ----------- ----------- ---------- ---------- ----------
Preferred Dividends
for Purpose of Ratio 19,064 17,174 16,547 14,372 14,594 6,759
---------- ----------- ----------- ---------- ---------- ----------
Total Fixed Charges
and Preferred
Dividends for
Purpose of Ratio $152,622 $144,748 $141,123 $139,122 $144,594 $ 76,663
========== =========== ========= ======== ==========
Earnings:
Net Income (before
preferred dividend
requirements) $207,841 $208,060 $210,657 $218,715 $143,477 $111,066
Add:
Fixed Charges
(from above) 133,558 127,574 124,576 124,750 130,000 69,904
Less: Fixed Charges
Capitalized 3,306 2,907 2,242 5,789 6,792 3,552
Taxes on Income 156,917 131,114 152,451 148,275 129,771 84,900
---------- ---------- ---------- ---------- ----------- ---------
Total Earnings for
Purpose of Ratio $495,010 $463,841 $485,442 $485,951 $396,456 $262,318
========== ========== ========== ========== =========== ==========
Ratio of Earnings
to Combined Fixed
Charges and Preferred
Dividends 3.24 3.20 3.44 3.49 2.74 3.42
========== ========== ========== ========== ========== ==========
</TABLE>
<TABLE> <S> <C>
<ARTICLE> UT
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> JUN-30-1995
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 3,107,447
<OTHER-PROPERTY-AND-INVEST> 502,429
<TOTAL-CURRENT-ASSETS> 435,742
<TOTAL-DEFERRED-CHARGES> 260,288
<OTHER-ASSETS> 364,665
<TOTAL-ASSETS> 4,670,571
<COMMON> 291,335
<CAPITAL-SURPLUS-PAID-IN> 564,464
<RETAINED-EARNINGS> 634,920
<TOTAL-COMMON-STOCKHOLDERS-EQ> 1,490,719
25,000
93,493
<LONG-TERM-DEBT-NET> 1,168,832
<SHORT-TERM-NOTES> 0
<LONG-TERM-NOTES-PAYABLE> 115,266
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 226,011
0
<CAPITAL-LEASE-OBLIGATIONS> 96,988
<LEASES-CURRENT> 8,454
<OTHER-ITEMS-CAPITAL-AND-LIAB> 1,445,808
<TOT-CAPITALIZATION-AND-LIAB> 4,670,571
<GROSS-OPERATING-REVENUE> 923,194
<INCOME-TAX-EXPENSE> 86,077
<OTHER-OPERATING-EXPENSES> 663,974
<TOTAL-OPERATING-EXPENSES> 750,051
<OPERATING-INCOME-LOSS> 173,143
<OTHER-INCOME-NET> 1,245
<INCOME-BEFORE-INTEREST-EXPEN> 174,388
<TOTAL-INTEREST-EXPENSE> 57,154
<NET-INCOME> 111,066
3,831
<EARNINGS-AVAILABLE-FOR-COMM> 107,235
<COMMON-STOCK-DIVIDENDS> 90,896
<TOTAL-INTEREST-ON-BONDS> 43,040
<CASH-FLOW-OPERATIONS> 280,791
<EPS-PRIMARY> 0.92
<EPS-DILUTED> 0.92
</TABLE>
