| 1. | We note your disclosure that your principal executive and principal financial officers concluded that as of December 31, 2007, your “disclosure controls and procedures are adequate and effective to ensure that material information relating to the registrants’ and their consolidated subsidiaries is recorded, processed, summarized and reported within the time period specified by the SEC’s rules and forms, particularly during the period for which this annual report has been prepared.” As you have included a portion of the definition of disclosure controls and procedures in your disclosure, you must include the entire definition. Please revise to clarify, if true, that your disclosure controls and procedures are also designed to ensure that information required to be disclosed in the reports that you file or submit under the Exchange Act is accumulated and communicated to your management, including your principal executive and principal financial officer, to allow timely decisions regarding required disclosure. See Exchange Act Rule 13a-15(e). Alternatively, you may simply state that the officers concluded that your disclosure controls and procedures are effective. |
| 2. | The Form 10-K must be signed by your principal executive officer on behalf of the registrant. See General Instruction D(2) to Form 10-K. In this regard, please confirm that Mr. Yackira signed this Form 10-K on behalf of the registrant in his capacity as principal executive officer, as it would currently appear that he only signed the report by the registrant as director. Please also confirm that you will in the future revise your signature page to reflect that the principal executive officer has signed the periodic report on behalf of the registrant. |
| 3. | The certifications must correspond exactly to those set forth in Item 601(b)(31) of Regulation S-K. In this regard, in paragraph 4, you moved the phrase “for the registrant” and added the word “we.” In paragraph 4.(a), you changed “its” to “their.” In paragraphs 4.(d) and 5 you did not include the parentheticals. In paragraph 5.(a) you changed “control” to “controls.” Please revise. |
| 4. | While you have described the categories of financial performance, you have not provided a quantitative discussion of the specific threshold amounts that must be achieved for your named executive officers to earn their STIP cash payments. For example, with respect to the financial performance measure, you indicate that “financial performance is a company wide category and is measured by the amount of expenditures relating to operations, maintenance and capital spending versus approved financial budgets, as well as the management of employee headcounts.” Please disclose or, to the extent you believe disclosure of these financial targets is not required because it could result in competitive harm, provide us on a supplemental basis a detailed explanation for this conclusion. If the goals are not based upon the achievement of certain objective financial results, please discuss how you determine whether the performance measurement has been achieved. See instruction 4 to Item 402(b) and Question 118.04 of our Regulation S-K Compliance and Disclosure Interpretations located at our web-site, www.sec.gov. |
| FINANCIAL PERFORMANCE | ||||||||||||||||
| 2007 Ranges | ||||||||||||||||
| 4 | 3 | 2 | 1 | 0 | ||||||||||||
STIP Measure | Weighted % | 2007 Commitment | 2007 Actual | Well Beyond Target | Above Target | On Target | Below Target | Off Target | ||||||||
| 1) O&M SPENDING | ||||||||||||||||
| Budget to actual | 50% | $434,066 | $441,049 | ≤93% | 95.7% | 100.0% | 102.3% | ≥103% | ||||||||
| X | ||||||||||||||||
| 2) CAPITAL SPENDING | ||||||||||||||||
| Budget to Actual | 40% | $1,121,213 | 1,115,912 | ≤93% | 95.7% | 100.0% | 102.3% | ≥103% | ||||||||
| X | ||||||||||||||||
| 3) EMPLOYEES | ||||||||||||||||
| Full time employees budget to actual | 10% | 3,231 | 3,092 | ≤99% | 99.2% | 100.0% | 100.8% | ≥101% | ||||||||
| X | ||||||||||||||||
| 100% of 35% | 2007 FINANCIAL PERFORMANCE SCORE IS 1.89 | |||||||||||||||
| 5. | It is not clear from the context which named executive officer, if any, is responsible for the performance measures set for the bargaining units, administration business unit, legal business unit, and audit business unit. Please clarify. |
| 6. | Your current disclosure provides examples of related party transactions, and explains the transactions and relationships between SPR and its affiliates, and the utilities and their non-utility affiliates. You indicate that your ethics and compliance office oversees company compliance with laws, regulations, etc. You note the audit committee’s responsibility for reviewing reports and disclosures of insider and affiliated party transactions and advising the board of directors. Finally, you indicate that the nominating and governance committee makes recommendations regarding the suitability of continued service of certain board members under certain circumstances. |
| · | the Company is responsible for the adequacy and accuracy of the disclosure in the filings; |
| · | staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filings; and |
| · | the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
