UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2000 ------------------------------------- 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.) 8326 Century Park Court, San Diego, California 92123 - ------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) (619) 696-2000 ---------------------------------------------------------- (Registrant's telephone number, including area code) 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 (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 ----- ----- Common stock outstanding: Wholly owned by Enova Corporation PART I FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS. SAN DIEGO GAS & ELECTRIC COMPANY AND SUBSIDIARY STATEMENTS OF CONSOLIDATED INCOME Dollars in millions Three Months Ended September 30, --------------------- 2000 1999 --------- --------- Operating Revenues Electric $ 645 $ 438 Natural gas 86 82 --------- --------- Total operating revenues 731 520 --------- --------- Expenses Electric fuel and net purchased power 444 181 Cost of natural gas distributed 52 29 Operation and maintenance 105 111 Depreciation and decommissioning 53 52 Other taxes and franchise payments 26 20 Income taxes 18 45 --------- --------- Total 698 438 --------- --------- Operating Income 33 82 --------- --------- Other Income and (Deductions) Interest income 16 9 Regulatory interest (4) (1) Allowance for equity funds used during construction 2 1 Taxes on non-operating income (5) (11) Other - net 2 17 --------- --------- Total 11 15 --------- --------- Income Before Interest Charges 44 97 --------- --------- Interest Charges Long-term debt 21 21 Other 6 15 --------- --------- Total 27 36 --------- --------- Net Income 17 61 Preferred Dividend Requirements 2 2 --------- --------- Earnings Applicable to Common Shares $ 15 $ 59 ========= ========= See notes to Consolidated Financial Statements. SAN DIEGO GAS & ELECTRIC COMPANY AND SUBSIDIARY STATEMENTS OF CONSOLIDATED INCOME Dollars in millions Nine Months Ended September 30, --------------------- 2000 1999 --------- --------- Operating Revenues Electric $1,467 $1,443 Natural gas 309 277 --------- --------- Total operating revenues 1,776 1,720 --------- --------- Expenses Electric fuel and net purchased power 841 391 Cost of natural gas distributed 154 119 Operation and maintenance 277 337 Depreciation and decommissioning 157 510 Other taxes and franchise payments 62 60 Income taxes 101 83 --------- --------- Total 1,592 1,500 --------- --------- Operating Income 184 220 --------- --------- Other Income and (Deductions) Interest income 44 26 Regulatory interest (8) (3) Allowance for equity funds used during construction 5 3 Taxes on non-operating income (13) (22) Other - net (4) 23 -------- --------- Total 24 27 -------- --------- Income Before Interest Charges 208 247 -------- --------- Interest Charges Long-term debt 61 63 Allowance for borrowed funds used during construction (1) (1) Other 36 21 -------- --------- Total 96 83 -------- --------- Net Income 112 164 Preferred Dividend Requirements 5 5 -------- --------- Earnings Applicable to Common Shares $ 107 $ 159 ======== ========= See notes to Consolidated Financial Statements. SAN DIEGO GAS & ELECTRIC COMPANY AND SUBSIDIARY CONSOLIDATED BALANCE SHEETS Dollars in millions Balance at ------------------------- September 30, December 31, 2000 1999 -------- -------- ASSETS Utility plant - at original cost $4,679 $4,483 Accumulated depreciation and decommissioning (2,492) (2,326) ------- ------- Utility plant - net 2,187 2,157 ------- ------- Nuclear decommissioning trusts 578 551 ------- ------- Current assets Cash and cash equivalents 210 337 Accounts receivable 309 192 Due from affiliates 279 152 Income taxes receivable 3 87 Inventories 62 61 Other 9 5 ------- ------- Total current assets 872 834 ------- ------- Other Assets Loan to parent -- 422 Deferred taxes recoverable in rates 90 114 Regulatory assets 696 233 Deferred charges and other assets 54 55 ------- ------- Total other assets 840 824 ------- ------- Total $4,477 $4,366 ======= ======= See notes to Consolidated Financial Statements. SAN DIEGO GAS & ELECTRIC COMPANY AND SUBSIDIARY CONSOLIDATED BALANCE SHEETS Dollars in millions Balance at ------------------------- September 30, December 31, 2000 1999 ------- ------- CAPITALIZATION AND LIABILITIES Capitalization Common stock $ 857 $ 857 Retained earnings 167 460 Accumulated other comprehensive income (1) (3) ------- ------- Total common equity 1,023 1,314 Preferred stock not subject to mandatory redemption 79 79 Preferred stock subject to mandatory redemption 25 25 Long-term debt 1,361 1,418 ------- ------- Total capitalization 2,488 2,836 ------- ------- Current liabilities Current portion of long-term debt 66 66 Accounts payable 256 155 Deferred income taxes 95 106 Regulatory balancing accounts - net 281 192 Customer refunds payable 254 -- Other 174 161 ------- ------- Total current liabilities 1,126 680 ------- ------- Deferred Credits and other liabilities Customer advances for construction 43 44 Deferred income taxes 353 327 Deferred investment tax credits 48 51 Deferred credits and other liabilities 419 428 ------- ------- Total deferred credits and other liabilities 863 850 ------- ------- Commitments and contingent liabilities (Note 2) Total $4,477 $4,366 ======= ======= See notes to Consolidated Financial Statements. </table SAN DIEGO GAS & ELECTRIC COMPANY AND SUBSIDIARY CONDENSED STATEMENTS OF CONSOLIDATED CASH FLOWS Dollars in millions Nine Months Ended September 30, ------------------ 2000 1999 ------ ------ CASH FLOWS FROM OPERATING ACTIVITIES Net income $ 112 $ 164 Adjustments to reconcile net income to net cash provided by operating activities Depreciation and decommissioning 157 510 Customer refunds paid (378) -- Application of plant sale proceeds to stranded costs -- (295) Application of balancing accounts to stranded costs -- (66) Deferred income taxes and investment tax credits 35 (201) Non-cash rate reduction bond expense (revenue) 16 (50) Other - net 4 57 Net change in other working capital components 272 232 ------ ------ Net cash provided by operating activities 218 351 ------ ------ CASH FLOWS FROM INVESTING ACTIVITIES Capital expenditures (207) (165) Loans repaid by (paid to) parent 304 (393) Proceeds from sale of generating plants - net -- 466 Contributions to decommissioning funds (4) (13) Other - net 24 (12) ------ ------ Net cash (used) provided by investing activities 117 (117) ------ ------ CASH FLOWS FROM FINANCING ACTIVITIES Dividends paid (405) (105) Issuance of long-term debt 12 16 Payment on long-term debt (69) (130) ------ ------ Net cash used by financing activities (462) (219) ------ ------ Increase (decrease) in cash and temporary investments (127) 15 Cash and cash equivalents, January 1 337 284 ------ ------ Cash and cash equivalents, September 30 $ 210 $ 299 ====== ====== SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION Interest payments, net of amounts capitalized $ 94 $ 85 ====== ====== Income tax payments (refunds) - net $ (8) $ 266 ====== ====== See notes to Consolidated Financial Statements. </table NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. GENERAL This Quarterly Report on Form 10-Q is that of San Diego Gas & Electric Company (SDG&E or the Company), the common stock of which indirectly is wholly owned by Sempra Energy, a California-based Fortune 500 energy services company. The financial statements herein are the Consolidated Financial Statements of SDG&E and its sole subsidiary, SDG&E Funding LLC. The accompanying Consolidated Financial Statements have been prepared in accordance with the interim-period-reporting requirements of Form 10-Q. Results of operations for interim periods are not necessarily indicative of results for the entire year. In the opinion of management, the accompanying statements reflect all adjustments necessary for a fair presentation. These adjustments are only of a normal recurring nature. Certain changes in classification have been made to prior presentations to conform to the current financial statement presentation. The Company's significant accounting policies are described in the notes to Consolidated Financial Statements in the Company's 1999 Annual Report. The same accounting policies are followed for interim reporting purposes. Information in this Quarterly Report is unaudited and should be read in conjunction with the Company's 1999 Annual Report. As described in the notes to Consolidated Financial Statements in the Company's 1999 Annual Report, SDG&E accounts for the economic effects of regulation on utility operations (excluding generation operations) in accordance with Statement of Financial Accounting Standards No. 71, "Accounting for the Effects of Certain Types of Regulation" (SFAS No. 71). 2. MATERIAL CONTINGENCIES ELECTRIC INDUSTRY RESTRUCTURING Background In September 1996, the State of California enacted a law restructuring California's electric utility industry (AB 1890). The legislation adopted the December 1995 policy decision of the California Public Utility Commission (CPUC) that was intended to restructure 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. California's investor-owned utilities (IOUs) are obligated to sell their power supply, including owned generation and purchased-power contracts, to the PX. The IOUs may purchase from the PX or any other "qualified exchange" the power that they distribute or may utilize any of the available tools (i.e., block forward market and bilateral contracts as described below) to make these purchases. A "qualified exchange" is defined as one that provides continuous trading in either a bid/ask or second price auction type market, equal nondiscriminatory access and a mechanism for timely, anonymous price transparency. An Independent System Operator (ISO) schedules power transactions and access to the transmission system. The local utility continues to provide distribution service regardless of the source from which the customer chooses to purchase electricity. Purchases by SDG&E from the PX/ISO are included in electric fuel and net purchased power expenses, and revenues from sales to the PX/ISO have been netted therein on the Statements of Consolidated Income. Revenues from the PX/ISO reflect sales to the PX/ISO at market prices of energy from SDG&E's power plants and from its long-term purchased-power contracts. As discussed in the notes to Consolidated Financial Statements contained in the Company's 1999 Annual Report, AB 1890 allowed the IOUs a reasonable opportunity to recover their stranded costs via a competition transition charge (CTC) to customers through December 31, 2001. In June 1999, SDG&E completed the recovery of its stranded costs, other than the future above-market portion of qualifying facilities and other purchased-power contracts that were in effect at December 31, 1995, and San Onofre Nuclear Generating Station (SONGS) costs as described below, both of which will continue to be collected in rates. Recovery of the other stranded costs was effected by, among other things, the sale of SDG&E's South Bay and Encina fossil power plants and combustion turbines during the quarter ended June 30, 1999. SDG&E will operate and maintain both plants for the new owners until April 2001 and May 2001, respectively. SDG&E's stranded costs included the cost of SONGS as of December 31, 1995. SDG&E retains its 20-percent ownership interest in SONGS. SONGS costs subsequent to December 31, 1995, are recoverable only from the sales to the PX of power produced from SONGS, at rates previously fixed by the CPUC through December 31, 2003 and at market rates thereafter. Subsequent to December 31, 2003, any benefits associated with the operation of SONGS would be shared equally with customers. These benefits may be defined as one of the following: profits from continued operations (shareholders would bear any losses), any gain on plant sale, a third party appraisal or some other valuation approach. SDG&E must notify the CPUC no later than July 1, 2002 as to its preferred valuation approach. SDG&E's request for CPUC approval to auction its interest in SONGS has been withdrawn, with the CPUC reserving the right to approve any future ratemaking or divestiture request. AB 1890 also required 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 SDG&E's behalf 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 non-bypassable 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 the revenue streams collected from such customers related to the non- bypassable charge. 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. The sizes of the rate-reduction bond issuances were set so as to make the IOUs neutral as to the 10-percent rate reduction, and were based on a four-year period to recover stranded costs. Because SDG&E recovered its stranded costs in only 18 months (due to the greater- than-anticipated plant-sale proceeds), the bond sale proceeds were greater than needed. Accordingly, during the third quarter of 2000 SDG&E returned to its customers, via a combination of cash refunds and billing credits, $388 million of surplus bond proceeds in accordance with a June 8, 2000 CPUC decision. AB 1890 also included a rate freeze for all IOU customers. The rate freeze was to have stayed in place until January 1, 2002. However, in connection with completion of its stranded cost recovery, SDG&E filed with the CPUC and received approval to reduce base rates (the non- commodity portion of rates) to all electric customers, effective July 1, 1999. The portion of the electric rate representing the commodity cost was to be passed through to customers with no markup and would fluctuate with the price of electricity from the ISO/PX. Recent Developments Concerning Commodity Prices Recently, a number of factors, including recent supply/demand conditions, resulted in abnormally high commodity prices, which caused SDG&E's monthly customer bills to be substantially higher than normal. Responses to these high rates have resulted in a temporary ceiling on the commodity portion of electric rates, as described below. On June 28, 2000 the ISO Board of Governors approved the reduction of the wholesale price cap for electricity in California from $750 per megawatt hour (MWh) to $500 per MWh. Subsequently, on August 1, 2000, it approved an additional reduction of the price cap from $500 per MWh to $250 per MWh. On November 1, 2000 the FERC reported its findings from its formal investigation of the electric rates and structure of the ISO/PX, as well as of market-based sellers in the California market. The investigation found no specific abuse of market power by individual generators and determined that constraints within the market structure, such as hedging restrictions imposed by the CPUC, and a long-term shortage of power in the state resulted in the high electric commodity prices. Federal regulators proposed several remedies to fix California's flawed market, but stated that past profits from generators and traders could not be ordered refunded to customers. The FERC did state that the high short-term energy rates during the summer of 2000 were "unjust and unreasonable" and left the door open to future customer refunds should specific instances of market abuses be uncovered. The report proposes a temporary modification (for the next two years) of how prices are set in the PX, so that bids higher than $150 per MWh cannot set the market clearing price paid to all participants. Companies can receive prices higher than the $150 per MWh "soft cap," but only if they can demonstrate they are justified and fulfill extensive reporting requirements. In addition, the FERC proposes to allow the California IOUs to buy and sell power outside the PX to afford the IOUs better deals, to replace the ISO/PX stakeholder governing boards with independent boards, and to require market buyers to schedule 95 percent of their transactions in the day-ahead markets to reduce the over-reliance on the real-time market to meet supply. The FERC ordered that the $250 per MWh ISO/PX price cap, as described above, will remain in place until the new FERC pricing mechanism is finalized. The FERC proposal will be open to industry and public comment before implementation. A final order is expected by the end of 2000. On August 3, 2000 the CPUC approved a proposal by SDG&E to accelerate the refund to its electric customers of $100 million of certain balancing account overcollections to partially offset the high monthly bills. This refund is in addition to the $388 million of surplus bond proceeds (see above) returned to residential and small commercial customers. Also on August 3, 2000 the CPUC granted SDG&E expanded authority to participate in the PX's block forward market which allows SDG&E to utilize futures contracts to hedge electricity prices and purchase electricity for extended periods at fixed prices. In addition, it ordered SDG&E not to disconnect the service of any customers who do not pay their high bills through October 31, 2000. SDG&E recently requested the CPUC to extend this policy through December 31, 2000 for customer classes covered by AB 265 (see below). The CPUC also directed SDG&E to expand its level pay plan to all customers who request it. This allows a customer to level out payments over a year. Subsequently, in September 2000 the California governor signed two bills (AB 265 and AB 970) passed by the California Legislature with respect to electricity pricing and power plant construction. AB 265 contains a commodity rate ceiling and stabilization plan that imposes a ceiling on the commodity rate for electricity that SDG&E can pass on to residential and small business customers on a current basis. The ceiling is retroactive to June 1, 2000, extends through December 31, 2002, and may be extended through December 31, 2003 if the CPUC determines that it is in the public interest. AB 265 also requires the CPUC to initiate a proceeding to assess alternatives for recovering undercollections (the cost of electricity purchased by SDG&E that cannot be passed on to customers on a current basis) resulting from the commodity rate ceiling. The legislation provides for the recovery of such undercollections (in excess of net revenues associated with sales of energy from utility-owned or managed generation assets) resulting from the reasonable and prudent costs of procuring the commodity. It also directs the CPUC to examine the prudence and reasonableness of SDG&E's procurement of wholesale energy on behalf of its customers. In October 2000, the CPUC commenced a thorough review of SDG&E's energy procurement practices for the period July 1999 through August 2000. A decision is expected in the third quarter of 2001. AB 970 speeds up the licensing and review of new power plants to increase supply and meet growing demand. The bill also encourages energy conservation, establishing new programs to reduce demand. To implement AB 265, on September 7, 2000, the CPUC unanimously approved a cap on electric rates. The ceiling on the electricity commodity portion of customers' bills is set at 6.5 cents/kWh. This is a "floating cap" that can float downward as prices decrease, but cannot exceed actual commodity costs without the permission of the CPUC. An interest-bearing balancing account would be established to record related undercollections resulting from the commodity rate ceiling with undercollected amounts to be recovered in a manner (not specified in the decision) intended to make SDG&E whole for the reasonable and prudent costs of procuring the electric commodity. This balancing account is classified as a regulatory asset on the Consolidated Balance Sheets due to its long-term nature. The undercollection is $254 million at September 30, 2000, is estimated to amount to $375 million by December 31, 2000, and grow to $550 million and $750 million at December 31, 2001 and 2002, respectively, based on NYMEX Palo Verde futures prices. If the CPUC later adopts the option granted it by the legislation to extend the ceiling for an additional year, the balance at December 31, 2003 is estimated to be $950 million. These amounts are higher than those recently discussed by the Company due to balancing-account treatment of contracts with Qualified Facilities and changes in NYMEX Palo Verde futures prices. These amounts could increase or decrease significantly due to variations between the forward prices used in the estimation process and the actual costs incurred, and could decrease to the extent that regulators permit overcollections in other balancing accounts to be applied against this undercollection and/or take actions to correct the California market, such as by adopting the $150 per MWh "soft cap" recently proposed by the FERC. In October 2000 SDG&E requested that the CPUC freeze the commodity rate at 6.5 cents/kWh instead of capping the rate at that amount. Under a rate freeze, in those months when the electric commodity cost is less than 6.5 cents/kWh, SDG&E would be able to collect more revenue than its current cost of electricity to offset the undercollection incurred when wholesale power prices are above that rate. Customers covered under the commodity rate ceiling plan include residential, small-commercial and lighting customers, as well as general acute-care hospitals, K-12 public and private schools and other small usage customers. Based on 6.5 cents/kWh, the average customer's electric bill is expected to be $53 a month for residential customers and $220 a month for small-commercial customers. Because the legislation is retroactive to June 1, 2000, customers will receive credits on their bills for the amounts paid in excess of the 6.5-cents cap from June through August of 2000. During the summer of 2000, the average electric commodity cost was 13.95 cents/kWh (compared to 4.34 cents/kWh the prior summer). The legislation also charges the CPUC with setting up a voluntary program for large-commercial, agricultural and industrial customers that would allow such customers the option of the 6.5-cents cap during the year with a true-up at year end. The CPUC is in the initial stages of designing a program to implement this part of the legislation. On September 21, 2000, the CPUC granted SDG&E authority to purchase up to 1,900 megawatts of power through bilateral contracts. These contracts are transactions between SDG&E and a third-party power supplier (other than the PX) that require the third party to provide a specific amount of power at a specific future time and price. Subsequent to September 30, 2000, SDG&E began signing multi-year contracts for fixed-price power. The current intention is not to contract for a large portion of its requirements. A third bill (AB 1165) addressed utility revenue shortfalls from the commodity rate ceiling by allocating $150 million of state funds to provide most customers with rate relief from the high cost of wholesale energy incurred during the commodity rate ceiling period. The bill was vetoed by the California governor on September 29, 2000. The FERC continues to investigate the electric bulk power markets and California's attorney general is investigating whether there has been market manipulation. Ongoing investigations are also in process by the CPUC and the U.S. Attorney General's office. Various proposals have included application of any refunds from power suppliers, arising from such investigations, to help defray any billings deferred as a result of adoption of the commodity price ceiling. The California Joint Legislative Audit Committee recently approved an audit of the PX/ISO. AB 265 and related CPUC decisions to respond to the high electricity rates will adversely affect the timing of revenue collections by SDG&E and related cash flows. However, the legislation and related decisions affirm SDG&E's right to recover all of its prudently incurred costs of purchasing electricity for its customers. As noted above, a decision is expected in the third quarter of 2001 on the CPUC's review of SDG&E's recent energy procurement practices. During the third quarter of 2000, SDG&E recorded an aftertax charge of $30 million related to the recent legislative and regulatory actions associated with power acquisition costs. However, SDG&E will vigorously oppose, through regulatory proceedings and otherwise, any proposal that does not assure the ultimate collectibility of its full costs of providing electric service. California regulatory uncertainties have led Moody's Investors Service to change its rating outlook on SDG&E's securities from positive to negative. Moody's also changed the rating outlook on Sempra Energy's securities from stable to negative. Fitch IBCA, another major credit rating agency, also lowered its outlook on SDG&E's securities from stable to negative due to the uncertainty over the recovery of high wholesale energy prices not included in customer bills. Another major credit rating agency, Standard & Poor's, did not change the Company's rating outlook and believes the Company's long-term prognosis to be stable. Although some of the rating outlooks have changed, the Company's actual credit ratings have not. As of November 7, 2000, the Company's credit ratings are as follows: S&P Moody's Fitch IBCA ------------------------------------- Sempra Energy Unsecured debt A A2 A Commercial paper A-1 P-1 D-1 SDG&E Secured debt AA- Aa3 AA Unsecured debt A+ A1 AA- Preferred stock A+ a1 A+ Commercial paper A1+ P1 D1+ The ratings and outlook can affect the Company's ability to finance other projects and can increase its incremental costs of borrowing. Other On December 20, 1999, the Federal Energy Regulatory Commission (FERC) issued "Order 2000". As described in the Company's 1999 Annual Report, the rule discusses the formation of Regional Transmission Organizations (RTO), grid management, transmission pricing reform and related matters. The identification of RTO regions and formation of the RTOs are subject to a collaborative process. The impact of Order 2000 on SDG&E depends on the results of this process and other implementation issues. On March 31, 2000, the ISO filed with the FERC a transmission access charge (TAC) which separates the transmission systems in California into two groups (high and low voltage) as the basis for allocating the costs of maintaining the transmission systems among the various transmission owners. SDG&E opposed the TAC and filed a protest with the FERC in April 2000. In June 2000, the FERC approved the TAC subject to refund and settlement agreement. Settlement efforts among all parties are ongoing. Resolution is not expected before 2001. The TAC will go into effect in January 2001. The estimated impact on SDG&E is to increase transmission costs by $1 million annually. In addition, once the TAC is in effect, Internal Revenue Service (IRS) regulations may require SDG&E to refinance the industrial development bonds that support its transmission facilities, the principal amount of which totals $168 million. If this occurs, SDG&E's estimated annual pretax cost of replacing the bonds with debt, the interest on which is taxable to the holders, would be $4 million, most of which would be recovered in rates. SDG&E recently submitted a request for a private letter ruling from the IRS. In addition, pending federal legislation related to municipalities seeking to preserve tax-exempt status could resolve this issue. Thus far, the CPUC's electric-industry restructuring 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 2000, the CPUC will consider whether any changes should be made in electric distribution regulation. A CPUC staff report on this issue was submitted to the CPUC in July 2000, with dissenting opinions recommending against changing electric distribution regulation at this time due to the current state of electric-industry restructuring. 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's natural gas consumers. In July 1999, after hearings, the CPUC issued a decision stating which natural gas regulatory changes it found most promising, encouraging parties to submit settlements addressing those changes, and providing for further hearings if necessary. In October 1999, the State of California enacted a law (AB 1421) which requires that natural gas utilities provide "bundled basic gas service" (including transmission, storage, distribution, purchasing, revenue-cycle services and after-meter services) to all core customers, unless the customer chooses to purchase natural gas from a non-utility provider. The law prohibits the CPUC from unbundling most distribution-related natural gas services (including meter reading) and after-meter services (including leak investigation, inspecting customer piping and appliances, pilot relighting and carbon monoxide investigation) for core customers. The objective is to preserve both customer safety and customer choice. Between late 1999 and April 2000, several conflicting settlement proposals were filed by various groups of parties that addressed the changes the CPUC found promising in July 1999. Hearings were held in May and June of 2000, and a CPUC decision is expected in 2001. The principal issues in dispute include the recovery of the utilities' costs to implement whatever regulatory changes are adopted. Additional proposals include improving the access of energy service providers to sell natural gas supply to core customers of SoCalGas and SDG&E. Consistent with Sempra Energy's corporate policies favoring the unbundling of commodity and nonessential services, SDG&E and its affiliate, Southern California Gas Company (SoCalGas), are supporting changes that they believe will provide greater customer choice in utility services and greater access to gas supply service from energy service providers in the core market. 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 $9.3 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 $36 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 these coverages are 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 $2.75 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 and six weeks, after a waiting period of 12 weeks. Coverage is provided through a mutual insurance company 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 $5 million. 3. COMPREHENSIVE INCOME Comprehensive income for the three-month periods ended September 30, 2000 and 1999 was $17 million and $61 million, respectively. Comprehensive income for the nine-month periods ended September 30, 2000 and 1999 was $114 million and $164 million, respectively. For the 2000 periods, the following is a reconciliation of net income to comprehensive income. Three-month Nine-month period ended period ended (Dollars in millions) September 30, 2000 September 30, 2000 - -------------------------------------------------------------------- Net income $ 17 $ 112 Minimum pension liability adjustments -- 2 -------------------------------- Comprehensive income $ 17 $ 114 - -------------------------------------------------------------------- For the 1999 periods, comprehensive income was equal to net income. 4. SEGMENT INFORMATION The Company previously had three separately managed reportable segments: electric transmission and distribution, electric generation, and natural gas service. Effective with the sale of its fossil fuel generation facilities and other organizational changes, the Company no longer operates in multiple business segments. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion should be read in conjunction with the financial statements contained in this Form 10-Q and Management's Discussion and Analysis of Financial Condition and Results of Operations contained in the Company's 1999 Annual Report. INFORMATION REGARDING FORWARD-LOOKING STATEMENTS This Quarterly Report on Form 10-Q contains statements that are not historical fact and constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The words "estimates," "believes," "expects," "anticipates," "plans," "intends," "may" and "should" or similar expressions, or discussions of strategy or of plans are intended to identify forward-looking statements that involve risks, uncertainties and assumptions. Future results may differ materially from those expressed in the forward- looking statements. These statements are necessarily based upon various assumptions involving judgments with respect to the future and other risks, 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, including the timing and extent of changes in commodity prices; weather conditions; legislative activities; business, regulatory and legal decisions; the pace of deregulation of retail natural gas and electricity delivery; 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. Readers are cautioned not to rely unduly on any forward-looking statements and are urged to review and consider carefully the risks, uncertainties and other factors which affect the Company's business described in this quarterly report and other reports filed by the Company from time to time with the Securities and Exchange Commission. See also "Factors Influencing Future Performance" below. CAPITAL RESOURCES AND LIQUIDITY Recent events in electric industry restructuring, in particular the commodity rate ceiling and resulting undercollections, will reduce SDG&E's liquidity in 2000 and in the next two or three years. Working capital requirements can be met through the issuance of short-term and long-term debt. Cash and cash equivalents at September 30, 2000 are available for investment in utility plant, the retirement of debt and other corporate purposes. Major changes in cash flows not described elsewhere are described below. CASH FLOWS FROM OPERATING ACTIVITIES For the nine-month period ended September 30, 2000, the decrease in cash flows from operations compared to the corresponding period in 1999 is primarily due to SDG&E's refund to customers of surplus rate reduction bond proceeds (see Note 2 of the notes to Consolidated Financial Statements) and a decrease in overcollections on regulatory balancing accounts. These factors are partially offset by increased accounts payable due to an increase in volumes and prices for electricity and lower income tax payments as a result of income tax refunds. The $100 million accelerated refund to customers of certain balancing account overcollections, as discussed in Note 2 of the notes to consolidated financial statements, has been returned to customers as a credit on their bills. CASH FLOWS FROM INVESTING ACTIVITIES Capital expenditures for property, plant and equipment are estimated to be $300 million for the full year 2000 and are being financed primarily by internally generated funds. Construction, investment and financing programs are continuously reviewed and revised in response to changes in competition, customer growth, inflation, customer rates, the cost of capital, and environmental and regulatory requirements. CASH FLOWS FROM FINANCING ACTIVITIES For the nine-month period ended September 30, 2000, the increase in cash flows used in financing activities compared to the corresponding period in 1999 is primarily due to an increase in dividends paid to Sempra Energy. In May 2000, SDG&E redeemed its 9-5/8 percent First Mortgage Bonds due in 2020 at a cost of $104.04 per bond, or $10 million including accrued interest. In addition, during the nine months ended September 30, 2000, payments on rate reduction bonds and nuclear fuel capital leases were $48 million and $11 million, respectively. RESULTS OF OPERATIONS Earnings applicable to common shares decreased 75 percent and 33 percent for the three-month and nine-month periods ended September 30, 2000, respectively, compared to the same periods in 1999, primarily due to a $30 million aftertax charge for a potential regulatory disallowance related to the acquisition to date of wholesale power in the deregulated California market (see Note 2 of the notes to Consolidated Financial Statements). Also contributing to the decrease in net income were decreased rate base and authorized rate of return on equity and (for the nine-month periods) increased interest expense on customer refunds. In addition, with the elimination of the Gas Fixed Cost Adjustment balancing account at the end of 1999, SDG&E's net income now fluctuates with changes in natural gas demand, due to seasonal and other factors. During the three-month period ended September 30, 2000, this resulted in a $10 million decrease in net income. The effect on the nine-month period ended September 30, 2000, was negligible because earlier timing differences reversed during the three-month period ended September 30, 2000. The tables below summarize electric and natural gas volumes and revenues by customer class for the nine-month periods ended September 30, 2000 and 1999. San Diego Gas & Electric Electric Distribution and Transmission For the nine-month periods ended September 30 (Volumes in millions of Kwhrs, dollars in millions) 2000 1999 ------------------------------------------ Volumes Revenue Volumes Revenue ------------------------------------------ Residential 4,778 $ 654 4,753 $ 491 Commercial 4,740 643 4,733 446 Industrial 1,822 206 1,523 116 Direct access 2,579 82 2,304 88 Street and highway lighting 51 5 57 5 Off-system sales 561 20 290 7 ------------------------------------------ 14,531 1,610 13,660 1,153 Balancing and other (143) 290 ------------------------------------------ Total 14,531 $1,467 13,660 $1,443 ------------------------------------------ San Diego Gas & Electric Gas Sales, Transportation and Exchange For the nine-month periods ended September 30 (Volumes in billion cubic feet, dollars in millions) Gas Sales Transportation & Exchange Total -------------------------------------------------------------------- Volumes Revenue Volumes Revenue Volumes Revenue -------------------------------------------------------------------- 2000: Residential 25 $ 191 -- $ -- 25 $ 191 Commercial and industrial 16 94 16 9 32 106 Utility electric generation -- -- 42 14 42 14 -------------------------------------------------------------- 41 $ 285 58 $ 23 99 311 Balancing accounts and other (2) -------- Total $ 309 - ------------------------------------------------------------------------------------------- 1999: Residential 30 $ 210 -- $ -- 30 $ 210 Commercial and industrial 19 82 13 11 32 93 Utility electric generation 18 7* 15 4 33 11 ------------------------------------------------------------- 67 $ 299 28 $ 15 95 314 Balancing accounts and other (37) --------- Total $ 277 - ------------------------------------------------------------------------------------------- * margin only for the months prior to the sale of the fossil-fuel plants. Electric revenues increased two percent for the nine-month period ended September 30, 2000 compared to the same period in 1999. The fluctuation is primarily due to the charge for a potential regulatory disallowance related to the acquisition to date of wholesale power in the deregulated California market and the decrease in base electric rates (the non-commodity portion) from the completion of stranded cost recovery (described in Note 2 of the notes to Consolidated Financial Statements), partially offset by the effect of higher pass- through electric commodity costs. Natural gas revenues increased 12 percent for the nine-month period ended September 30, 2000, compared to the corresponding period in 1999, primarily due to increased natural gas prices. Electric fuel and net purchased power expense increased 115 percent for the nine-month period ended September 30, 2000 compared to the corresponding period in 1999. The increase was primarily due to the higher price of electricity from the PX reflecting the recent supply/demand conditions described in Note 2 of the notes to Consolidated Financial Statements. Under the current regulatory framework, changes in on-system prices normally do not affect net income, as explained in the 1999 Annual Report. However, the recent supply/demand conditions referred to above resulted in a $50 million pretax charge to income in September 2000. Natural gas purchased for resale for the nine-month period ended September 30, 2000 increased 29 percent from the corresponding period in 1999. The increase was primarily due to higher natural gas prices. Under the current regulatory framework, changes in core-market natural gas prices do not affect net income since, as explained more fully in the 1999 Annual Report, current or future customer rates normally recover the actual cost of natural gas. Depreciation and decommissioning expense decreased 69 percent for the nine-month period ended September 30, 2000, compared to the corresponding period in 1999, due to the 1999 sale of the power plants and combustion turbines. Operating income decreased 16 percent for the nine-month period ended September 30, 2000 compared to the corresponding period in 1999. The decrease is primarily due to the charge for a potential regulatory disallowance related to the acquisition to date of wholesale power in the deregulated California market. FACTORS INFLUENCING FUTURE PERFORMANCE As discussed in more detail in Note 2 of the notes to Consolidated Financial Statements, a number of factors, including recent supply/demand conditions, have resulted in abnormally high electric commodity prices. This has caused SDG&E's monthly customer bills to be substantially higher than normal. Responses to these high rates have resulted in a temporary ceiling on electric rates, as described briefly below and in more detail in the Note. In September 2000 the California governor signed two bills (AB 265 and AB 970) passed by the California Legislature with respect to electricity pricing and power plant construction. AB 265 contains a commodity rate ceiling and stabilization plan that imposes a ceiling on the commodity rate for electricity that SDG&E can pass on to residential and small business customers on a current basis. The ceiling is retroactive to June 1, 2000, extends through December 31, 2002, and may be extended through December 31, 2003 if the CPUC determines that it is in the public interest. AB 265 also requires the CPUC to initiate a proceeding to assess alternatives for recovering undercollections (the cost of electricity purchased by SDG&E that cannot be passed on to customers on a current basis) resulting from the commodity rate ceiling. The legislation provides for the recovery of such undercollections (in excess of net revenues associated with sales of energy from utility-owned or managed generation assets) resulting from the reasonable and prudent costs of procuring the commodity. It also directs the CPUC to examine the prudence and reasonableness of SDG&E's procurement of wholesale energy on behalf of its customers. In October 2000, the CPUC commenced a thorough review of SDG&E's energy procurement practices for the period July 1999 through August 2000. A decision is expected in the third quarter of 2001. AB 970 speeds up the licensing and review of new power plants to increase supply and meet growing demand. The bill also encourages energy conservation, establishing new programs to reduce demand. To implement AB 265, on September 7, 2000, the CPUC unanimously approved a cap on electric rates. The ceiling on the electricity commodity portion of customers' bills is set at 6.5 cents/kWh. This is a "floating cap" that can float downward as prices decrease, but cannot exceed actual commodity costs without the permission of the CPUC. An interest-bearing balancing account would be established to record related undercollections resulting from the commodity rate ceiling with undercollected amounts to be recovered in a manner (not specified in the decision) intended to make SDG&E whole for the reasonable and prudent costs of procuring the electric commodity. This balancing account is classified as a regulatory asset on the Consolidated Balance Sheets due to its long-term nature. The undercollection is $254 million at September 30, 2000, is estimated to amount to $375 million by December 31, 2000, and grow to $550 million and $750 million at December 31, 2001 and 2002, respectively, based on NYMEX Palo Verde futures prices. If the CPUC later adopts the option granted it by the legislation to extend the ceiling for an additional year, the balance at December 31, 2003 is estimated to be $950 million. These amounts are higher than those recently discussed by the Company due to balancing-account treatment of contracts with Qualified Facilities and changes in NYMEX Palo Verde futures prices. These amounts could increase or decrease significantly due to variations between the forward prices used in the estimation process and the actual costs incurred, and could decrease to the extent that regulators permit overcollections in other balancing accounts to be applied against this undercollection and/or take actions to correct the California market, such as by adopting the $150 per MWh "soft cap" recently proposed by the FERC. In October 2000 SDG&E requested that the CPUC freeze the commodity rate at 6.5 cents/kWh instead of capping the rate at that amount. Under a rate freeze, in those months when the electric commodity cost is less than 6.5 cents/kWh, SDG&E would be able to collect more revenue than its current cost of electricity to offset the undercollection incurred when wholesale power prices are above that rate. California regulatory uncertainties have led Moody's Investors Service to change its rating outlook on SDG&E's securities from positive to negative. Moody's also changed the rating outlook on Sempra Energy's securities from stable to negative. Fitch IBCA, another major credit rating agency, also lowered its outlook on SDG&E's securities from stable to negative due to the uncertainty over the recovery of high wholesale energy prices not included in customer bills. Another major credit rating agency, Standard & Poor's, did not change the Company's rating outlook and believes the Company's long-term prognosis to be stable. Although some of the rating outlooks have changed, the Company's actual credit ratings have not. The Company's actual credit ratings are detailed in Note 2 of the notes to Consolidated Financial Statements. 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 discussed in this section and in the notes to Consolidated Financial Statements. Industry Restructuring See discussion of industry restructuring in Note 2 of the notes to Consolidated Financial Statements. Electric-Generation Assets and Electric Rates Note 2 of the notes to Consolidated Financial Statements describes regulatory and legislative actions that affect SDG&E's electric rates. 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 the California utilities (SoCalGas and SDG&E). Under PBR, regulators require future income potential to be tied to achieving or exceeding specific performance and productivity goals, as well as cost reductions, rather than relying solely on expanding utility plant in a market where a utility already has a highly developed infrastructure. The utility's PBR mechanism is scheduled to be updated at December 31, 2002, to reflect, among other things, changes in costs and volumes. Key elements of the mechanisms include an initial reduction in base rates, an indexing mechanism that limits future rate increases to the inflation rate less a productivity factor, a sharing mechanism with customers if earnings exceed the authorized rate of return on rate base, and rate refunds to customers if service quality deteriorates or awards if service quality exceeds set standards. Specifically, the key elements of the mechanisms include the following: - -- Earnings up to 25 basis points in excess of the authorized rate of return on rate base are retained 100 percent by shareholders. Earnings that exceed the authorized rate of return on rate base by greater than 25 basis points are shared between customers and shareholders on a sliding scale that begins with 75 percent of the additional earnings being given back to customers and declining to 0 percent as earned returns approach 300 basis points above authorized amounts. There is no sharing if actual earnings fall below the authorized rate of return. In 1999, SDG&E was authorized to earn 9.05 percent on rate base. For 2000, the authorized return is 8.75 percent. - -- Base rates are indexed based on inflation less an estimated productivity factor. - -- 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 related to employee safety, electric reliability, customer satisfaction, and call-center responsiveness. Annual cost of capital proceedings are replaced by an automatic adjustment mechanism. If changes in certain indices exceed established tolerances, there would be an automatic adjustment of rates for the change in the cost of capital according to a formula which applies a percentage of the change to various capital components. Cost of Capital Electric-industry restructuring has changed the method of calculating the utility's annual cost of capital. In June 1999, the CPUC adopted a 10.6 percent return on common equity and an 8.75 percent return on rate base for SDG&E's electric-distribution and natural gas businesses. The electric-transmission cost of capital is determined under a separate FERC proceeding. Biennial Cost Allocation Proceeding (BCAP) The BCAP determines how a utility's natural gas transportation costs are allocated among various customer classes (residential, commercial, industrial, etc.). In October 1998, the California utilities filed 1999 BCAP applications requesting that new rates become effective August 1, 1999, and remain in effect through December 31, 2002. On April 20, 2000, the CPUC issued a decision adopting overall decreases in natural gas revenues of $37 million for SDG&E for transportation rates effective June 1, 2000. Since the decrease reflects anticipated changes in corresponding costs, it has no effect on net income. 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." As amended, SFAS 133, which is effective for the company on January 1, 2001, 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. In December 1999, the Securities Exchange Commission (SEC) staff issued Staff Accounting Bulletin (SAB) 101 - Revenue Recognition. SABs are not rules issued by the SEC. Rather, they represent interpretations and practices followed by the SEC's staff in administering the disclosure requirements of the federal securities laws. SAB 101 provides guidance on the recognition, presentation and disclosure of revenue in financial statements; it does not change the existing rules on revenue recognition. SAB 101 sets forth the basic criteria that must be met before revenue should be recorded. Implementation of SAB 101 is required by the fourth quarter of 2000 and will have no effect on the company's Consolidated Financial Statements. ITEM 3. MARKET RISK There have been no significant changes in the risk issues affecting the Company subsequent to those discussed in the Annual Report on Form 10-K for 1999. PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS Except as otherwise described in this report, neither the Company nor its subsidiary are party to, nor is their property the subject of, any material pending legal proceedings other than routine litigation incidental to their businesses. ITEM 5. OTHER INFORMATION In August 2000 the Company announced that E.A. Guiles was appointed to the position of group president of the regulated business units of Sempra Energy, which was left vacant by the retirement of Warren Mitchell. Guiles has also been named chairman of SDG&E and of SoCalGas and continues as president of SoCalGas and its Energy Distribution Services business unit. In September 2000 Sempra Energy announced the appointment of Stephen L. Baum as chairman. He succeeds former chairman Richard D. Farman, who has retired. Baum continues as president and chief executive officer of Sempra Energy. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits Exhibit 12 - Computation of ratios 12.1 Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends. Exhibit 27 - Financial Data Schedules 27.1 Financial Data Schedule for the nine-month period ended September 30, 2000. (b) Reports on Form 8-K There were no reports on Form 8-K filed after June 30, 2000. SIGNATURE Pursuant to the requirement of the Securities Exchange Act of 1934, SDG&E has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. SAN DIEGO GAS & ELECTRIC COMPANY (Registrant) Date: November 13, 2000 By: /s/ D.L. Reed ----------------------------- D.L. Reed President