City of Los Angeles
                          Department of Water and Power




                            End of Engagement Report



                                   Prepared by

                             PSC Energy Corporation






                                February 4, 1997





Los Angeles Department of Water and Power                       February 4, 1997


                                EXECUTIVE SUMMARY

Introduction

PSC Energy Corporation is pleased to present this End of Engagement report as
the final deliverable of our two-year contract, during which PSC Energy has
worked in partnership with the Department of Water and Power to initiate a
comprehensive business transformation of the Department.

This report will document the success of the PSC Energy/Department team over the
past two years in accomplishing what we agreed to do:

*    Begin a transformation of the business culture of the Department into a
     competitive enterprise

*    Establish a platform for a change in the way the Department does business,
     in order to provide the best opportunity for the Department to remain a
     viable asset to the City, rather than become a multi-billion dollar burden
     on Los Angeles taxpayers

*    Change the Department from a company that borrowed year after year --
     despite staggering debt -- into a repayer of debt

*    Shift the focus of the Department from an engineering and construction
     company to a customer-oriented service business which no longer looks
     automatically to increased rates to pay for poor business practices.

The most dramatic immediate impacts of the PSC Energy/Department team's efforts,
as documented in this report, are hundreds of millions of dollars in tangible
financial benefits to the Department -- and its stakeholders, the taxpayers of
Los Angeles. These benefits include one-time savings and avoided costs, annual
recurring savings, enhanced capabilities and generation of identified and
potential future revenues.

The measure of the PSC Energy/Department team's success in designing and
implementing initiatives to achieve these goals can be seen in reviewing the
situation facing the Department just prior to PSC Energy's engagement compared
to today:

*    In 1995, the Department was suffering from the effects of a sharp drop in
     Net Operating Income (NOI) which began in FY 1991/92 and had not recovered.
     Today, the Department's NOI is up, having increased from $59.9 million in
     FY 1994/95 to $132.7 million in FY 1995/96.

*    The Department's debt load was increasing in the years immediately prior to
     1995. In FY 1995/96 the Department incurred no new debt and saw the
     beginning of a new mindset that looked to cost-cutting and revenue
     enhancement rather than to borrowing.

*    In 1995, the Department offered no service guarantees to customers. Today,
     the Los Angeles Department of Water and Power is the first municipal
     utility in the country to offer such guarantees.

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Los Angeles Department of Water and Power                       February 4, 1997


*    The business culture of the Department in 1995 was one of a traditional,
     monopoly municipal utility -- non-competitive and without a customer
     service orientation or even a marketing department. In 1997, the business
     culture of the Department has begun to shift to customer-service, led by a
     functioning marketing department charged with developing products and
     services customers demand and implementing strategies to respond to
     consumer needs.

*    By 1995, the Department's cost structure was substantially higher than
     those of investor-owned utilities because of high overhead,
     non-competitive business practices and overstaffing. By 1997, the first
     steps had been taken to reduce operating costs to a competitive level. In
     the interim, competitive business practices had generated hundreds of
     millions of dollars in one-time savings and avoided costs, annual recurring
     savings, enhanced capabilities and generation of identified and potential
     future revenues for the Department and its stakeholders, the people of Los
     Angeles.

*    In 1995, the Department staffing level was 10,713. By September of 1996,
     the workforce had been reduced to 8,889 -- producing a recurring savings of
     more than $100 million per year.

*    In 1995, the lingering effects of labor strife still affected the
     Department, with little cooperative effort between management and the
     unions which represent a large percentage of the Department's personnel. By
     1997, despite substantial workforce reductions, labor and management were
     working together in joint teams to improve previously strained
     labor/management relations. For the first time in Department history, a new
     International Brotherhood of Electrical Workers (IBEW) contract was signed
     before the expiration of the previous contract.

*    Facing the possibility of utility industry deregulation, the Department in
     1995 had no business plan to deal with the impending deregulation and no
     strategy to function in that new unregulated environment in a way which
     would protect the Department's stakeholders -- especially the taxpayers of
     Los Angeles -- from the potential negative impacts of deregulation,
     including possible default on the Department's debt resulting in bankruptcy
     for the City. Today, the Department has a comprehensive Strategic Business
     Plan with strategies to maximize opportunities for success and reduce
     exposure to risks in that new environment.

PSC Energy is proud to have participated with the Department in the business
transformation process of the past two years. We are pleased that implementation
of initiatives and action plans during our engagement have positioned the
Department to streamline operations, reduce costs, increase net operating
income, identify strategies for dealing with the debt load and start the process
which can give the Department its best opportunity to remain viable in the new
unregulated market environment by forming strategic alliances with industry
experts. We believe the past two years represent a good beginning to the
process. As we have made clear, however, there is still a great deal to do. The
PSC Energy/Department team has created a blueprint for necessary action.



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Los Angeles Department of Water and Power                       February 4, 1997

It is clear that failure to become competitive could lead to dramatic financial
consequences for the Department, the City and its taxpayers.

Starting with implementation of the recommendations outlined in the Strategic
Business Plan, these actions are essential if the Department is to have future
success in competitive, unregulated free market. The Department cannot remain a
viable entity with an operating cost structure that far exceeds those of other
providers in the market and a business culture and governance structure that
cannot respond to the demands of the open market.

Seizing these opportunities will protect the Department's ratepayers -- and
ultimately, all the taxpayers of the City of Los Angeles -- from the potentially
disastrous economic impacts which would flow from a Department unable to change
and compete. These negative impacts could include:

*    an exodus of industrial and commercial customers to self-generation or to
     providers better able to compete in terms of products, service and price

*    spiraling rate increases for remaining customers, or taxpayer subsidies to
     the Department in order to keep rates artificially low for those ratepayers
     remaining

*    in the end, potential insolvency of a Department unable to compete in the
     unregulated market, stranding more than $4 billion of the Department's
     current $8 billion debt; the stranded debt would become the obligation of
     the City of Los Angeles and its citizens.

PSC Energy's efforts over the past two years have been designed to help the
Department transform its operations and position itself to seize opportunities
to prevent these potential negative impacts on the Department, its customers,
the City and its taxpayers.

Additionally, strategies implemented by the PSC Energy/Department team have
produced tangible, immediate savings -- as quantified in this report -- as well
as enhanced capabilities and generation of identified, potential future
revenues.

The positive changes accomplished by the PSC Energy/Department team have been
substantial, particularly when viewed from the perspective of the Department's
history. These business transformation initiatives, however -- no matter how
successful -- are incremental. Alone, they are not adequate to solve the
Department's current non-competitive position. Long-term success will require
completion and continuation of the transformation process through sustained
efforts on the part of the Department.

PSC Energy during its engagement, as part of the business strategy deliverable,
has worked closely with Department personnel in to design and document specific
strategies and action plans for the future which can help the Department
complete and sustain the business transformation process.




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Los Angeles Department of Water and Power                       February 4, 1997

The two years of PSC Energy's involvement in the effort to transform the
Department have only been a start. Much more remains to be accomplished, as
described in the Strategic Business Plan presented to the Board on January 21,
1997, to ensure a Department which can make a positive contribution to the City
of Los Angeles' economic health.


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Los Angeles Department of Water and Power                       February 4, 1997

                             ORGANIZATION OF REPORT

This report is comprised of an Executive Summary, which outlines the key results
of PSC Energy's work with the Department during the past two years.

Following the Executive Summary, the full report includes:

*    A short narrative of the background of PSC Energy's involvement in the
     business transformation process

*    A description of the scope of work and objectives

*    Major accomplishments

*    Accomplishments in specific focus areas including:

          Business Strategy/Third Party Alliance

     *    Market Focus

     *    Customer Service Delivery

     *    Central Services Organization

          Transformation Mobilization and Communications

*    Recommendations for the challenges ahead

*    Conclusion

*    Appendices

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Los Angeles Department of Water and Power                       February 4, 1997


                                   BACKGROUND

In 1995, the Los Angeles Department of Water and Power focused on the need to
implement actions necessary to transform the Department in a way that would
assure survival in a changing and increasingly competitive energy market. The
challenges inherent in this process had been highlighted in a number of previous
studies, including the Decennial Audit and the Barrington- Wellesley Group
study.

While these documents were helpful in defining the challenges facing the
Department, they produced recommendations rather than action steps to implement
changes necessary to resolve the growing problems they identified. Moreover,
these studies reviewed the Department's performance against historical utility
standards in a non-competitive environment, rather than by the standards
required in an unregulated and competitive market.

The Department recognized the need to formulate a strategic plan that looked to
the future and the new unregulated environment, in order to create a strong
business foundation that could maximize the organization's chances for success
in a competitive market. The Department also recognized the need for an
action-oriented approach, rather than creation of further studies.

To meet these needs, the Department contracted in February 1995 with PSC Energy
Corporation to work with Department personnel not only to develop a Business
Transformation Plan, but also to begin the process of implementing the changes
necessary to restructure the Department. Such a business transformation was
mandatory in order to provide a firm business foundation for the organization to
compete and survive. It was also essential that the Department's transformation
begin immediately -- and that the changes include not only business practices,
but also a new philosophy of doing business.

As PSC Energy began its contract in 1995, many of the Department's potential
competitors had already embraced the new business environment. They recognized
that, in the future, the emphasis would no longer be on commodity electric
service provided to a captive market. Prices in California could no longer be 50
percent higher than in the rest of the United States. More important, the new
environment would no longer ensure regulated rates which guaranteed total
recovery of operating costs. These potential competitors understood that the
deregulated environment would likely belong to open-market providers meeting
customer expectations of increased offerings of products and services as well as
low-cost commodity energy.

Beyond the new challenges presented by deregulation, the Department also
recognized the need for a restructuring of the way it conducted business. A
dramatic indication of the changing utility market was the Department's $1
billion in cumulative revenue losses to cogeneration over the six years prior to
PSC energy's engagement -- nearly 10 percent of the Department's base revenues.

PSC Energy and the Department agreed that the organization, which has been
providing reliable service for more than half a century in a stable monopoly
environment, must adapt to market changes and improve its business practices in
order to survive. The Department faced the



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Los Angeles Department of Water and Power                       February 4, 1997

necessity of transforming itself to meet the challenges of the changing market
while under fire from competitors.

Even with the recognition of the need for a dramatically new approach, the
Department was nearly a decade behind California investor owned utilities in
responding to expected changes in the industry and in taking steps to
restructure itself to meet the challenges those changes presented. Moreover,
those investor owned utilities were continuing their own restructuring to meet
the demands of the changing market.

The challenges facing PSC Energy in helping the Department achieve a complete
business transformation were great:

*    an internal culture with limited experience in competitive business
     practices

*    a governance structure that works against the type of timely business
     decisions necessary in a competitive environment

*    an obsolete information technology platform

*    overstaffing in many key areas

*    a labor force governed by both non-competitive collective bargaining
     agreements and civil service regulations

*    an environment in which many of the functions currently performed by the
     Department will become obsolete with new technological approaches, new
     products and services expected and required by customers

*    the Department's extraordinarily high level of debt * an excess of
     generation capacity and related high level of fixed costs * a cost
     structure substantially higher than comparable investor owned- and
     publicly-owned utilities

*    the probability that the Department may lose customers worth at least $150
     million in revenues at the outset of deregulation, suggested by experience
     in other utility industry deregulations

*    the most "at-risk" customers contribute 25% of the Department's total
     revenues and share a disproportionate rate burden

*    as higher prices drive customers to alternative energy suppliers, even
     higher rates for customers remaining will result

*    market trend models indicating that as much as 40% of the Department's
     energy supply business may be at risk by the end of the deregulation
     transition period in 2003.

As PSC began its contract in early 1995, the Department's own business trends
also indicated the immediate need for a new approach to an evolving business
climate.

Between FY 1985/86 and FY 1995/96 the Department experienced a gradual but
consistent deterioration in its financial position. Operating expenses increased
by 56%. During the same period, the Department's revenues increased by 43%, even
though rates had been increased. Debt servicing costs more than tripled, with
nearly 30% of each revenue dollar needed to service debt, both on- and
off-balance sheet. As a result, net operating income declined by nearly 31% from
FY 1985/86 to FY 1995/96.

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Los Angeles Department of Water and Power                       February 4, 1997



                    Los Angeles Department of Water and Power
                Power Business Revenue, Net Operating Income and
                          Operating Expenses Comparison


                               [GRAPHIC OMITTED]


The Department had accumulated approximately $8 billion in on- and off-balance
sheet debt, nearly $4 billion of which ajoint PSC Energy/Price Waterhouse, LLP
study (the "Stranded Investment Study" or S.I.S.) subsequently described as
out-of-market or stranded from recovery in an open market.


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Los Angeles Department of Water and Power                       February 4, 1997


                                  SCOPE OF WORK

Objectives and Approach

In the Department/PSC contract, effective as of February 17, 1995, the
Department asked PSC Energy to pursue five key objectives during its two year
engagement. The goal of the engagement was to have PSC Energy assist the
Department in beginning the process of making the Department competitive in the
coming deregulated market and providing a platform for successful business
transformation.

The objectives included in the Department/PSC contract are:

*    To modernize the Department's operations and organizational structure in
     order to create competitive advantage for the Department in meeting the
     changing requirements of an increasingly market-based industry;

*    To transform the Department's current internal working business culture to
     one which is commercially driven and customer oriented;

*    To enhance the services that the Department already provides to its
     customers;

*    To identify and offer new products and services to the Department's
     customers; and

*    To increase Department revenues and net operating income (NOI).

To meet these objectives, the PSC Energy/Department team personnel to designed
and implemented more than 120 business transformation initiatives during the
two-year engagement period.

The scope of work agreed to by PSC Energy Corporation in meeting the five
contractual objectives outlined above encompassed:

The Business Transformation Program

     The goal of the Department in working with PSC Energy was to transform
     itself into "a competitive, responsive and profitable organization under
     changing conditions, including the new climate of competition and
     deregulation". The first step in this transformation process began with PSC
     Energy's two-year engagement to outline and assist in the initial stages of
     a program which would provide the Department its best opportunity to become
     competitive in the new deregulated market. t was recognized that completion
     and continued success of the transformation process is dependent upon the
     Department sustaining these efforts after the end of PSC Energy's
     engagement.



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Los Angeles Department of Water and Power                       February 4, 1997

Assignment of a Core Project Team (CPT)

     The scope of work described in the Department/PSC Energy contract was
     intended to be a cooperative effort between the Department and PSC Energy.
     The Department agreed to commit resources to complement PSC Energy
     personnel in completing the work outlined for the Core Project Team.

     The PSC Energy CPT members were assigned to work closely with Department
     personnel in all areas covered by the contract, functioning as part of a
     Joint Project Team with Department managers and staff drawn from
     appropriate areas of the organization. The close working relationship
     resulted in a knowledge transfer to Department personnel which will benefit
     the Department far beyond the term of PSC Energy's engagement.

     In response to the objectives outlined in the Department/PSC Energy
     contract, the CPT included experts with the diverse applicable skills and
     experience necessary to analyze the external, changing market environment
     as well as the internal business culture of the Department, then design and
     implement strategies to adapt the Department's business culture to the new
     unregulated market environment.

     Among the CPT members were recognized industry leaders in the areas of
     generation, transmission, distribution, support operations, information
     technology, finance, telecommunications, labor relations, natural gas
     supply, marketing and customer service.

     The Joint Project Team was reconstituted a number of times during the
     engagement as specific initiatives were identified, completed and new
     projects begun. CPT members assigned by PSC Energy during the second year
     of its engagement included financial analysts, financial modelers, economic
     analysts and others representing disciplines which should be -- but are not
     currently -- included among Department personnel. Again, the working
     relationship among members of the Joint Project Team ensured a knowledge
     transfer in these areas of expertise to Department personnel working as
     part of the Team.

     Over the course of the engagement, PSC Energy augmented the CPT as
     necessary with additional expert skills, experience and talent needed to
     backfill the Department's resource shortfall. The contract called for a
     commitment by PSC Energy of 24.75 CPT full-time equivalents (FTEs) over the
     term of the engagement. Through December 1996, the commitment was exceeded
     by 17 percent, representing an uncompensated PSC investment of
     approximately $4.3 million.

     During certain periods of the engagement, PSC Energy was providing as many
     as 39 FTEs, more than 50% above the required commitment of personnel.

     Included in these efforts, PSC Energy exercised a number of business
     alliances to meet the Department's business requirements. These alliances
     included contributions from partnerships with Minority and Women Owned
     Business Enterprises (MBE/WBE), represented by:


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Los Angeles Department of Water and Power                       February 4, 1997

     *    OAO Corporation

     *    RCA & Associates

     *    Kosmont & Associates

     *    GEM Communications Group

     *    PS Enterprises

     *    Reyes and Associates

     Additional business partners, complementing PSC's strengths and bringing
     key skills and experience to these efforts, were:

     *    Marathon Communications

     *    Latham & Watkins

     *    Camp Dresser and McKee

     *    Goldman Sachs

Deliverables for Year One and Year Two

     The Department/PSC Energy contract set forth a number of targeted
     deliverables for Year One and Year Two. The deliverables were modified
     during the course of the engagement, at the direction of the General
     Manager and the Board, to meet agreed upon prioritization of work efforts
     and strategies. As of the end of engagement on February 17, 1997, all
     contractually required deliverables as described above have been provided
     to the Department.

     A full accounting of the contractually required deliverables and their
     dates of completion is included in the Appendices to this End of Engagement
     report.


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Los Angeles Department of Water and Power                       February 4, 1997


                                 ACCOMPLISHMENTS

Implementation of action plans developed by PSC Energy and Department personnel
during the past two years resulted in immediate savings and cost reductions, as
described in this report. However, the Department's cost structure remains at
least $400 million per year higher than a comparable investor owned utility.

To address this issue the October 31, 1996, PSC Energy/Price Waterhouse, LLP
Stranded Investment Study confirmed the need for dramatic changes in service and
delivery, governance structure and debt structure, as had the previously noted
Decennial Audit and Barrington-Wellesley studies, in order to realize necessary
future savings and generate future revenue in the competitive market. The S.I.S.
validated PSC Energy's original analysis. As a result, the Strategic Business
Plan includes recommendations for the following changes:

*    further reducing staff by at least 1,500 positions

*    selling or retiring excess generation assets

*    incurring no new debt

*    raising rates to market levels

*    reducing costs and overhead, and

*    implementing an aggressive debt reduction plan

These corrective actions are addressed in the Strategic Business Plan presented
to the Board on January 21, 1997.

Without these changes, PSC Energy has warned that the Department could become a
last-resort provider of high-cost services to that small core of customers with
no alternative. Or, in a worst-case scenario, the Department might cease to
cover its debt service, resulting in a default on its $8 billion in debt, the
bulk of which would become the obligation of the taxpayers of the City of Los
Angeles.

PSC Energy's strategic recommendations are designed to maximize opportunities
for the Department to avoid these negative outcomes and emerge from the
transition period with a reasonable chance of long-term success in the new
unregulated and competitive free market.

The result would be a radically changed Department dramatically different from
today: operating on sound business principles; flexible and capable of quick
response in a changing business environment; customer service oriented; ready to
provide the products and services demanded at a competitive price; and with a
streamlined workforce possessing the experience and skills to match the needs of
a changing market.

Over the short-term these management and marketing strategies and action plans,
many of which are described in this report, have provided significant, positive,
tangible and intangible impacts on the Department's organization and performance
- -- an immediate result not typical of consultant deliverables.

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Los Angeles Department of Water and Power                       February 4, 1997


The changes which have occurred during the past two years stand on their own as
quantifiable benefits to the Department and its stakeholders, but could not have
been accomplished without the close cooperation and assistance of the
Department. These benefits include one-time savings and avoided costs, annual
recurring savings, enhanced capabilities and generation of identified and
potential future revenues.

We are pleased that implementation of the PSC Energy/Department team's
transformation initiatives, developed in cooperation with Department personnel,
provided $231 million in one-time savings and $66 million in recurring annual
savings.

These savings during the term of PSC's Energy's engagement represent value to
the Department, its ratepayers and taxpayers in the City of Los Angeles totaling
more than 11 times the cost of PSC Energy's two-year contract.


                    Los Angeles Department of Water and Power
                          PSC Energy/Department Savings
                          Compared to Contract Expense


                               [GRAPHIC OMITTED]


During the same period of PSC Energy's engagement the Department realized $172
million savings attributable to the Focused Separation Program, as well as $185
million in actual and potential future revenues identified by the PSC
Energy/Department team.

Additional PSC Energy recommendations for future actions are contained in the
Strategic Business Plan, presented to the Board on January 21, 1997. These
recommendations, if fully


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Los Angeles Department of Water and Power                       February 4, 1997


implemented and sustained, could result in hundreds of millions of dollars in
future annual recurring savings and avoided costs, as described in the Strategic
Business Plan.

During the second year of PSC's engagement, Net Operating Income for the
Department also took a dramatic upward turn, after a precipitous drop in FY
1993/94:


                    Los Angeles Department of Water and Power
                         Business Net Operating Income


                               [GRAPHIC OMITTED]

The PSC Energy/Department team also undertook a number of initiatives which
resulted in significant, if less tangible, benefits. These included creation of
eight joint labor/management teams, as well as twenty subcommittees, with the
IBEW to improve previously strained labor/management relations. The
accomplishments achieved during PSC Energy's two year contract have been the
result of the unique working relationship formed between Department management,
labor unions representing Department personnel and the PSC Energy project team.

Throughout the engagement, PSC Energy team members participated jointly with
Department personnel to identify, evaluate and implement strategies and
initiatives. Over the course of PSC's two-year engagement, more than 1,000
Department personnel participated in approximately 150 of these joint efforts --
giving a significant proportion of the Department's work force a personal,
hands-on stake in the development and success of the Department's Business
Transformation Program.

Even more significantly, this interaction has provided a creative spark for
development of specific strategies and initiatives in the areas of marketing,
customer service, federal and state energy regulation and continuing operations.

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Los Angeles Department of Water and Power                       February 4, 1997


Continuing these cooperative efforts will be essential to create a unity of
purpose across the Department as it changes its mode of operation to one which
is customer oriented and cost conscious.

Although the Department faces the need to further reduce its workforce
significantly, PSC Energy has served as a facilitator in helping to improve
labor relations despite the pending force reductions. This positive outcome is
virtually unheard of in the industry under these conditions. The success of the
business transformation program to this point is due, in no small part, to the
active and cooperative involvement of Department management and union
leadership.

In addition to the efforts and strategies which produced immediate benefits, the
long-term business transformation approach developed by PSC Energy/Department
team is presented in detail in the Strategic Business Plan.

The Strategic Business Plan presents strategic options and recommendations, as
well as action plans for the future, which would maximize the Department's
ability to compete. Just as important, the Plan outlines action plans which
would protect the Department's ratepayers and the taxpayers of Los Angeles from
a potential insolvency or default that could cost more than $4 billion -- a
burden of more than $1,300 for each man, woman and child living in the City.
That represents ten years worth of energy for the average Department customer.

The successful efforts of the PSC Energy/Department partnership to accomplish
the stated contract objectives include:

*    formation of a Marketing and Customer Service organization focused directly
     on customer service and satisfaction; a special emphasis on development of
     marketing expertise was required, because the Department had not previously
     included a marketing organization, per se

*    creation of a Central Services Organization and a Chief Administrative
     Officer position and supporting organization to coordinate and streamline
     responsibility for all Department support services

*    identification and development of market, debt and financial strategies to
     guide the Department through the transition to a new role as a provider in
     an unregulated market environment

*    exploration of third party business alliances to assist the Department in
     maximizing its invested resources through creation of a wholesale energy
     trading service; marketing of excess generation; restructuring existing
     contracts; providing new services and products for retail customers in
     competitive markets; development of strategies to explore new revenue
     opportunities; and, finally

*    development and completion of a Strategic Business Plan which, if
     implemented, can transform the Department into a successful, low-cost,
     customer service oriented company.

The positive financial impacts of these efforts have been substantial,
including, during the first year alone:

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Los Angeles Department of Water and Power                       February 4, 1997


*    $161 million in one-time savings and avoided costs;

*    $4 million per year in recurring savings

*    $86 million per year in recurring savings from the Focused Separation
     Program, which PSC Energy assisted the Department in perfecting and
     implementing

*    $166 million in identified future revenue opportunities

During the second year of the PSC Energy/Department partnership, addition
financial benefits resulting from implemented initiatives:

*    $10 million per year in operational improvements

*    $1.5 million per year in savings through renegotiation of telephone
     suppliers' contracts

*    $1.3 million per year in savings through reduction of IT software costs

*    $86 million in sustained improvements from the FSP implemented the prior
     year

Additional savings were initiated or realized during the second year of PSC
Energy's engagement:

*    $43 million over five years in avoided costs for the in-basin generation
     capital program;

*    $27 million over five years in avoided costs through a new utility pole
     replacement process;

*    $4 million in other recurring benefits from strategies implemented during
     the prior year

New revenues identified in PSC Energy's second contract year included:

*    $19 million realized during this year from a new $25 million "dark fiber"
     contract.

*    $500,000 in contracts signed for providing support services outside the
     Department, with an additional $4 million in proposals submitted and
     awaiting responses.

Finally, a number of recurring annual savings were initiated during PSC Energy's
engagement:

*    $13 million per year in recurring savings from operational improvements in
     in-basin generation, achieved through joint labor/management/PSC Energy
     working groups

*    $4.25 million per year in recurring year over year reduction of accounts
     receivable write-off from $27 million to $22.75 million, assuming this
     level of improvement is maintained

*    $28 million per year in additional staff savings not associated with FSP

The savings, avoided costs and revenue generated during PSC Energy's engagement
total $231 million in one-time savings, $66 million in annual savings, $185
million in actual and potential new revenues and $172 million in savings from
the Focused Separation Program.

In addition, $120 million in potential annual recurring savings has been
identified through efforts being conducted to re-negotiate fuel and purchased
power contracts, as well as improved utilization of generation assets.



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Los Angeles Department of Water and Power                       February 4, 1997

The Department's first full fiscal year of PSC Energy's engagement saw net
operating income increase 169% (from $59.9 million in FY 1994/95 to $132.7
million in FY 1995/96). This improved financial performance occurred even though
the Department also took accelerated write-offs of $28.7 million in preparation
for the new competitive market environment.

The positive financial performance for FY 1995/96 also reversed the trend of
recent years during which the Department has incurred its $8 billion of debt. In
FY 1995/96, the Department was a net repayer of debt, rather than a borrower.

These efforts represent even more substantial financial benefits in the years to
come if cost saving programs are maintained, with accumulated savings of
hundreds of millions of dollars per year.

Accomplishments in Specific Focus Areas

Through Year 2 of the Department/PSC Energy contract, the Core Project Team
identified five key focus areas. The five areas are interdependent, and efforts
in each area created results beyond the boundaries of the area itself.

Business Strategy/Third Party Alliance

     It is clear that incremental improvements in Department business practices
     cannot alone bring the Department to long-term financial viability. For
     that reason, PSC Energy explored ways to cut costs dramatically, increase
     revenues and exploit assets in order to lower the Department's cost
     structure from its current level 20 percent higher than a comparable
     investor-owned utility.

     The Department has at least $200 million in excess annual operation and
     maintenance costs. The Department is also burdened with a physical and
     information technology infrastructure which is technologically
     non-competitive, poorly maintained and will require some $300 million in
     investment over the next 3-5 years. The Department does not currently
     possess the amount of skill and expertise necessary to bring these
     infrastructures up to competitive levels.

     PSC Energy suggested that a dramatic response was necessary to deal with
     these financial challenges and to avoid potential insolvency. PSC Energy
     recommends that the Department look beyond its internal resources as an
     avenue to dealing with debt, underperforming assets, existing high-cost
     energy purchase contracts, excess capacity and non-competitive cost
     structure.

     Specifically, PSC Energy recommended that the Department consider a
     strategic alliance with a partner who could assist in these arenas:

     *    Creating wholesale energy trading service

     *    Active marketing of excess generation


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Los Angeles Department of Water and Power                       February 4, 1997

     *    Restructuring of contracts

     *    Providing new products and services for retail customers

     By the end of 1996, detailed proposals had been made by interested
     candidates for such strategic alliances. Those proposals were analyzed by
     the Department and recommendations have been made in an effort to begin
     operations during the first quarter of 1997.

     PSC Energy also worked with Department personnel to design and implement
     strategies which would help the Department maximize value from its
     Generation and Transmission assets. The PSC Energy/Department team's
     achievements in this area include:

     *    A proposal and action plan for the Department to divest itself of
          surplus generation assets.

     *    The start of negotiations with Montana Power to end the take-or-pay
          Colstrip contract. The cost for power purchased under that contract is
          more than twice market price and this output is not needed to meet
          current demand. Potential savings of up to $36 million per year have
          been identified and are being pursued.

     *    The possible sale of Mohave capacity rights. Annual capital and fixed
          expense savings resulting from divestiture of Mohave are expected to
          exceed $30 million per year. Mohave requires potential large capital
          outlays for water supply and environmental modifications.

     *    The effort to restructure the Intermountain Power Project (IPP), in
          which Utah municipals have call rights to 25% of the output of the
          plant and control the Board but are not required to take any output or
          pay any expenses. The Department has notified the Utah municipals that
          the current arrangement is no longer acceptable and they must assume
          their share of the $5 billion in debt or renounce all rights. The
          negotiating process is expected to take at least a year before
          resolution.

     PSC Energy and Department personnel have also developed business and
     financial models to allow strategic assessments for the disposition of
     Department assets. Models developed include:

     *    IPP and Colstrip operations and contractual commitment ($31 million in
          savings per year)

     *    Gas supply contracts ($20 million in savings per year) In-basin
          generating station ($30 million in savings per year)

     *    Mohave generating station ($30 million in savings per year)

     *    Navajo generating station ($35 million in savings per year)

Market Focus

       The new competitive market requires the Department, along with other
       suppliers, to focus on and meet customers' needs. From the Department's
       perspective, large commercial and industrial customers are the most
       at-risk in a competitive environment, representing a


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Los Angeles Department of Water and Power                       February 4, 1997


     potential of $150-350 million in lost revenue from energy sales.
     Residential rates would need to rise by 25%-58% to make up for such losses.

     PSC Energy's initiatives on these issues focused on account management,
     service development, pricing and market forecasting:

          Initial segmentation of the customer base and assignment of
          responsibility for servicing each group to a specific team within the
          Marketing organization. The current access to customer information is
          inadequate and is a significant impediment in the competitive
          marketplace.

     *    Development and implementation of an account planning and management
          process to focus large commercial and industrial business account
          efforts.

     *    Development of a preliminary Pricing and Rates strategy, providing
          compliance with the need to unbundle generation, transmission and
          distribution services and costs.

     *    Development, implementation and service of a Product Development
          process, to develop and deliver new products necessary in the
          competitive market.

     *    Enhancement of the forecasting process to reflect discrete market
          sector trends.

     *    Conclusion of long-term contracts with UCLA, Ultramar, Bank of America
          and Kaiser who otherwise were considering switching suppliers in the
          current market. These customers represented $15 million in revenue for
          FY 1995/96.


Customer Service Delivery

     Implementation of the PSC Energy/Department team's strategies for customer
     service improvements has led to tangible results, including a new bill
     format for easier customer understanding, improved collections, service
     guarantees, a more efficient claims resolution process and an action plan
     for a remodel of the Customer Information System.

     Accomplishments in the Customer Service area include:

     *    Waiting times for customers to reach a service representative in the
          customer call center were reduced from an average of 180 seconds in
          1995 to a current average of 105 seconds. The improvement was achieved
          with no addition in staff, but an improvement in morale and
          performance by existing staff. The customer call center is the key
          interface group for the Department's 1.3 million electric and 600,000
          water customers, dealing with more than 3 million customer calls per
          year and arranging more than 14,000 Field Service Orders per week.


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Los Angeles Department of Water and Power                       February 4, 1997

     *    Reduction in the Department's write-off of "uncollectible" Accounts
          Receivable from $27 million per year to $23 million per year. In
          addition, ongoing efforts are actively seeking out further
          improvements.

     *    A program to reduce Accounts Receivable write-offs from master-metered
          water accounts. These accounts represent only 7% of the customer base
          but are responsible for 40% of Accounts Receivable written off in
          recent years. PSC Energy and the Department have worked with other
          interested City agencies in developing policies for dealing with this
          problem. Those policies have been approved by the Board of Water and
          Power Commissioners.

     *    Introduction of a simplified bill to increase customer understanding
          of rates and charges, as a result of customer studies (and more than 1
          million customer calls per year -- more than one-third of the total
          calls received by the call center -- requiring an increasing number of
          staff to respond) which showed that customers were confused by the
          previous bill format.

     *    Development of service guarantees to external customers, making the
          Department the first municipal utility in the country to offer such
          customer service guarantees.


                           CUSTOMER SERVICE GUARANTEES

     1.   We guarantee to respond to your report of a service outage as soon as
          possible.

     2.   We guarantee to arrive on time for scheduled appointments.

     3.   We guarantee to notify you at least 2 business days in advance of
          planned service outages longer than 2 hours.

     4.   We guarantee to complete, on an agreed date, routine service turn-on.

     5.   We guarantee to respond to temporary shut off requests as soon as
          possible.

     6.   We guarantee to fix it if we break it.


Central Services Organization

     The PSC Energy/Department team formed the Central Services Organization
     (CSO) in January of 1996. This allowed the Department to streamline and
     reduce costs in contrast to the earlier, inefficient structure of
     fragmented responsibility for human resources, fleet, internal
     communications, shops, procurement and facilities management.
     Responsibility and accountability for all these functions have now been
     consolidated and assigned to a single Chief Administrative Officer (CAO).

     The CSO leadership, with the support of PSC Energy, is developing a
     Business Plan which reduces the present $200 million annual cost of
     providing support services to the


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Los Angeles Department of Water and Power                       Februaiy 4, 1997

     Department. This plan will ensure that functions whose costs are above
     market are either re-engineered to be competitive or eliminated.

     Accomplishments of the Central Services Organization include:

     *    Improvement in the quality of services to internal customers through
          the development and introduction of service guarantees for each
          support services group. This change in management and employee focus
          to identifying and filling customer needs was a necessary first step
          in changing the business culture across the Department to one that is
          focused on identifying and serving the needs of external customers.

     *    Redesign of the procurement process, developed by a joint PSC
          Energy/Department team. Formal contract processing time has been
          reduced by 40 percent, permitting a potential $5 million reduction in
          inventory and a reduction in inventory carrying costs of $1 million
          per year.

     *    Development of Strategic Procurement Partnerships, which have the
          potential to reduce the delivered cost of materials and supplies by
          $40 million annually.

     *    Implementation of a variety of process changes and cost reduction
          initiatives which are on track to reduce annual costs by $10 million
          in FY 1996/97 and beyond.


Transformation Mobilization and Communications

     During Year 1 of the PSC Energy contract, transformation efforts helped
     realign the Department into manageable, focused and accountable business
     units. Business Units for Generation, Transmission and Distribution were
     formed, and a Marketing and Customer Service Organization was created. The
     General Manager's office was streamlined and a number of other
     administrative functions were made more efficient and accountable,
     including the creation of the Central Services Organization through
     consolidation of a number of disparate organizations within the Department.

     Year 2 efforts extended these efforts to address organizational structures
     and cultural issues. These include potential expansion of exempt positions
     to bring key skills and expertise into the Department and possible Charter
     revisions to revise the governance structure in a way that will allow the
     Department to respond quickly to a changing business environment. The level
     at which these changes are sustained and extended will determine the future
     success of the Department.

     Communications tasks have centered on developing and implementing
     strategies and action plans for internal and external communications
     processes to enable and support transformation, improving labor/management
     relations and designing a revised organization which can conduct business
     after the departure of some 17% of the workforce over the past two years.
     The workforce reduction has continued through PSC


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Los Angeles Department of Water and Power                       February 4, 1997

     Energy's two year engagement, from 10,713 Department personnel on March 1,
     1995, to 9,133 after FSP, to 9,016 by March 1, 1996 and to 8,889 on
     September 1, 1996.


                    Los Angeles Department of Water and Power
                              Department Personnel


                               [GRAPHIC OMITTED]


     The Barrington-Wellesley Group (BWG) study in 1990 recommended a Department
     force reduction to 8,700 people within five years. While that number is now
     within reach, the BWG numbers were based on a traditional monopoly utility
     model. PSC has advised the Department that the 8,700 number remains
     significantly too high to be competitive in the new unregulated marketplace
     and has suggested strategies to reduce overstaffing.

     Nevertheless, the reduction to current levels has resulted in savings of
     $86 million annually from FSP reductions and an additional $28 million from
     further attrition.

     Savings and efficiencies have been augmented through the redeployment of
     employees from surplus areas to critically needed functions and roles with
     the Department.

     A significant element in the success of the transformation effort to date
     has been the active and cooperative involvement of Department management,
     IBEW leadership and employees in the Department. PSC Energy has served as a
     facilitator in helping the Department and the IBEW to build strong and
     improved labor relations in the face of reducing the workforce -- a result
     almost unprecedented in the industry.



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Los Angeles Department of Water and Power                       February 4, 1997

     Additional accomplishments of the PSC Energy/Department team in the
     Transformation Mobilization and Communications area include:

     *    Creation of an integrated Marketing and Customer Service Department to
          better focus on customers' needs and product/service development. An
          Assistant General Manager has been appointed to lead these efforts.

     *    Formation of eight cross-functional joint labor/management teams and
          twenty subcommittees labor/management subcommittees to address all
          aspects of the business transformation program.

     *    Creation of more than 150 joint teams with participation by more than
          1,000 Department personnel in the effort to identify, evaluate and
          implement initiatives for business transformation across the
          Department.

     *    Institutionalization ofjoint committees and processes across the
          Department to create ownership of initiatives and serve as the
          foundation for future cooperative efforts.

     *    Creation of joint labor/management committees to foster a cooperative
          environment and improve previously strained labor/management relations
          in anticipation of the need for cooperative efforts in the
          implementation of the Business Transformation Program.

     *    Improvement in labor/management communications which led, for the
          first time in Department history, to the signing of a new IBEW
          contract before the expiration of the previous contract.

     *    Utilization of the 11 service guarantees already approved by the Board
          as evidence and a key element of the business culture transformation
          of the Department.

     *    The use of service guarantees as a means of focusing on internal
          customer satisfaction and providing a tool for accountability in
          delivering that satisfaction. These guarantees and the associated
          support infrastructure empower front-line employees to take ownership
          of customer satisfaction.

     *    Identification of $27 million in potential avoided costs through the
          Service Reliability and Maintenance Guarantees Joint Labor/Management
          Committee, which identified an alternative to replacing distribution
          poles at a cost of $1,000 per pole rather than $10,000 per pole. This
          alternative will be applicable to approximately 3,000 poles over a
          5-year period.

     *    Identification by the In-Basin Generation Joint Labor Management
          Committee of $43 million in potential avoided costs for capital
          investments over 5 years by cancellation of planned but unneeded
          expenditures for in-basin plants. he Joint Committee has


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Los Angeles Department of Water and Power                       February 4, 1997

     also achieved operational savings of some $13 million per year, including
     $3.5 million per year from revised opening procedures in the Haynes
     Generating Station.

     Development of a Management Appraisal and Assessment process. This process
     can be used to link incentive compensation, based on setting goals and
     targets, to subsequent measurement of managers' achievements against these
     targets. Further, the process can help identify management skills and
     expertise lacking in the Department as it faces the future.


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                    THE CHALLENGES AHEAD AND RECOMMENDATIONS

Significant work remains to be done in order to assure the continuing success of
the Department's Business Transformation Program. Even more significant than
past hurdles are the challenges facing the Department as it enters the new world
of increasing competition. Decisions on strategic issues must be made to ensure
that even a transformed organization can survive in a dynamic energy industry.

Without these sustained efforts, the Department will likely be unable to
continue its historic role as a valuable asset to the City of Los Angeles.

The new world of competition and deregulation has created challenges which
municipal utilities, the Department included, are ill-prepared to meet. A
cumbersome and time-consuming governance structure limits the Department's
capability to respond to changing needs, restricts the Department's ability to
succeed versus competitors with more streamlined, business-oriented governance
mechanisms and exposes the City and its taxpayers to unacceptable levels of
risk. The City Charter, for example, inhibits the Department's range and speed
of implementation in taking swift action on essential business decisions in the
areas of supplying customer needs outside its franchise area, meeting market
needs by providing new products and services quickly and acquiring badly-needed
commercial skills and experience to meet specific challenges.

The positive changes which have been implemented through the business
transformation strategies of the PSC Energy/Department team have been
substantial, particularly when viewed from the perspective of the Department's
history. However, these incremental changes, by themselves, are not adequate to
solve the Department's current non-competitive position.

It has been the mission of PSC Energy during its engagement, as part of the
business strategy deliverable, to work closely with Department personnel in
designing and documenting specific strategies and action plans for the future
which can best prepare the Department to stave off these negative outcomes.
Further, these strategies and action plans are designed to create a platform
which, if sustained, would provide the Department its best opportunity become a
viable energy provider and remain a valuable asset to the City of Los Angeles
and its taxpayers.

Specific Challenges

As outlined in the Strategic Business Plan, the challenges ahead include:

*    Managing nearly $8 billion of tax exempt debt, including a minimum of $4
     billion in stranded debt. Debt service on this stranded debt converts to
     approximately $300 million per year in non-competitive operating costs.

*    IRS rules which constrain the use of tax-exempt public debt for private
     use or commerce.

*    California Assembly Bill 1890, which defines the deregulation process,
     provides for a one-time opportunity for recovery of stranded investments
     but limits the time frame for that


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Los Angeles Department of Water and Power
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   recovery. With an enormous stranded investment liability, the Department must
   cut costs and raise rates immediately to allow future price reductions
   comparable to California investor owned utilities by the end of their
   deregulation period December 31, 2002.

*  The timing and impact of customer direct access is impossible to predict, but
   the Department should prepare for direct access beginning in January of 1998.
   The actual start date, the phase-in time and the impact on the Department
   will be dependent upon its preparedness, both logistically and financially,
   regulator rulings, customer options and likely other variables.

*  Addressing the Department's high operating costs. Benchmarking studies and a
   review of Department activities indicate a minimum of $200 million per year
   in excess staff, uneconomical non-core activities, inefficient work rules and
   excess generating capacity.

*  Adding the excess operations and maintenance expanse to the excess debt
   burden puts the Department's revenue requirements $500 million per year, or
   25 percent, above a comparable "low-cost utility." With this burden, in the
   deregulated energy market, it will be extremely difficult to accelerate debt
   repayment after the transition period.

*  The inability to react quickly to market forces because of the Department's
   governance structure as a department of the City, civil service personnel
   selection rules and inefficient work practices codified in labor agreements.

*  An outdated information and technology, infrastructure, and power
   infrastructure, both of which will require significant capital investment to
   insure competitive levels of reliability and service. An example is the
   "millennium problem", which will require reprogramming of Department
   computers and billing systems to deal with the date change of the year 2000,
   a task which the Department's current technology infrastructure and staff
   skills are unprepared to accomplish.

*  A mis-match of management and staff skills against those required to operate
   successfully in the competitive arena. The inability to bring commercial,
   management and specialized technical management skills results in a heavy
   dependence upon consultants that is not as effective an approach as having
   the correct mix of internal resources.

Strategic Recommendations

In light of the Department's objectives, as stated in the Department/PSC Energy
contract, and in order to meet the challenges outlined above, PSC Energy has
made a number of strategic recommendations for future action to the Department.
These recommendations are contained in the detailed Strategic Business Plan
recently presented to the Board by PSC Energy. The highlights include:

*  Transition of Generation Business, through continuing efforts to reduce fixed
   costs by selling and/or closing down existing excess capacity, improved work
   processes and reduction of staff.

*  Transition of Transmission Business, through transfer of control of
   transmission assets to the California ISO in January 1998.


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Los Angeles Department of Water and Power
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*  Modernize and Improve the Distribution Business, through streamlining of the
   remaining business by improving work practices and dramatically cutting
   overheads.

*  Create a Service Delivery Business, by investing in critical elements of
   service delivery infrastructure or by developing appropriate alliances with
   industry experts. This would enable the business of providing service to
   customers to be performed successfully in a deregulated market.

*  Elimination of Uneconomic Activities, by removing all internal functions and
   related costs that are uneconomic.

These strategic recommendations are described in detail in PSC Energy's
Strategic Business Plan for the Department.

Strategic Actions

To implement the strategic recommendations contained in the Strategic Business
Plan, PSC Energy has suggested the following actions:

*  Generation -- Sell 500 MW of excess generation assets and close down 2
   in-basin units totaling 600 MW before 1998;

*  Transmission -- File a joint tariff with the IOUs to the FERC and join the
   ISO in January 1998

*  Distribution -- Consolidate operations and maintenance functions and
   implement changes to working practices in the distribution system

*  Service Delivery -- Implement essential changes to the metering, billing and
   account management functions to allow introduction of Direct Access to
   customers

*  External Alliances -- Complete negotiations and sign an agreement with a
   strategic alliance partner in January 1997 and implement that agreement

The Strategic Business Plan also recommends a number of supporting actions which
are required if the Department is to address its financial, labor,
organizational and communications goals.

These actions include:

*  Implement ordinances immediately to restructure rates, raise residential and
   small business rates in line with Edison's expected rates in 1998, providing
   up to $250 million per year for early debt repayment.

*  Set an agreed method for reviewing current stakeholder benefits such as
   rates, transfer and other subsidies and investigate new transfer mechanisms.

*  Implement ordinances and conduct public hearings to phase in Direct Access
   beginning in January 1998, including immediate implementation of a
   competitive transition charge (CTC).

*  Implement voluntary incentive programs immediately to downsize current staff
   numbers by at least 1,500 focused in non-core, non- essential and overhead
   functions in two phases beginning March 1997 and ending July 1998.

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Los Angeles Department of Water and Power
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*  Reorganization of the Department's management and workforce structure to
   maximize and coordinate skills of internal and external talent pools, align
   the skills available with the future business structure and integrate
   alliance partner functions during 1997.

*  Select a technology partner to manage and implement critical information
   technology (IT) projects to support restructuring, including new financial,
   management information, metering and billing systems. The partner must also
   assist in design and implementation of appropriate reeducation and
   reorganization of Department personnel to realize these IT goals.

*  Communicate the strategy and vision to all employees and stakeholders through
   an established communications plan with clear goals and strategies to attain
   them. This process has begun through joint initiatives involving the Mayor,
   the Board and the Council with the assistance of the firm of Hill & Knowlton.

*  Establish business unit accountabilities for achieving the Strategic Business
   Plan and measure performance against goals using performance targets and
   metrics.

Implementation of these actions, which are discussed in detail in the Strategic
Business Plan, in a timely manner will require coordinated effort on the part of
Department management, the Board and the City Council of Los Angeles.


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Los Angeles Department of Water and Power
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                                     CONCLUSION

The PSC Energy/Department team has begun the business transformation process.
The efforts of the past two years have changed how the Department operates. The
process has streamlined Department operations, helped reduce costs, increased
net operating income significantly and identified strategies for dealing with
the debt load. These actions represent a good start in moving the Department to
a competitive footing that will allow it to function in an unregulated market
environment.

PSC Energy is also pleased to have played a major role in designing the next
level of action which must be taken after our engagement with the Department
ends in February, 1997. This blueprint can serve as a firm foundation for the
continued business transformation of the Department.

Working cooperatively with the Department, we have accomplished what we agreed
to do:

*   Begin a transformation of the business culture of the Department that makes
    competitiveness possible

*   Establish a platform for a change in the way the Department does business --
    and set the Department on a path that provides the best opportunity to
    remain a viable asset to the City, rather than become a multi-billion dollar
    burden on Los Angeles taxpayers

*   Change the financial focus of the Department from a company that borrowed
    year after year - - despite staggering debt -- to a repayer of debt

*   Shift the direction of the Department from an engineering and construction
    company to a customer-oriented service business

At the same time, as documented in this report, the PSC Energy/Department team
has saved the Department -- and its stakeholders, the taxpayers of Los Angeles
- -- hundreds of millions of dollars in one-time savings and avoided costs, annual
recurring savings, enhanced capabilities and generation of identified and
potential future revenues.

Much remains to be done for the longer term, starting with implementation of the
recommendations outlined in the Strategic Business Plan. These actions are
essential if the Department is to succeed in the competitive, unregulated, free
market.

With regard to the future, PSC Energy has made its recommendations for action as
part of the Strategic Business Plan. The decisions regarding those
recommendations are now the province of the Board and the City Council, with
implementation is in the hands of Department management and personnel. Success
in the new environment can be achieved only through creation of a coalition of
interests that can take necessary action in a timely manner.

All concerned realize that the stakes are enormous. Failure to adapt to the
changing market could lead to abandonment of the system by those customers able
to switch to more competitive


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Los Angeles Department of Water and Power
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providers with lower rates and higher levels of service, which in turn would
require substantially higher rates for those customers remaining, prompting more
of the remaining customers to leave.

PSC Energy's long-term strategic recommendations, contained in the Strategic
Business Plan, mark a path towards the goal of maximizing the Department's
opportunity to emerge from the deregulation transition period stronger and more
capable of competing in an unregulated market.

Such a capability may well spell the difference between a vital and viable -- if
dramatically different -- Department enterprise and an organization stripped of
its customer base and unable to meet its debt service, leaving the taxpayers of
Los Angeles to pay the price of a potential default.

Seizing the opportunity represented by the Strategic Business Plan provides the
best opportunity to protect the Department's ratepayers -- and ultimately, the
taxpayers of the City of Los Angeles.


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               CREATIVELY CHALLENGING CONVENTIONAL ENERGY THINKING


Snippets from the Los Angeles Department of Water and Power (LA-DWP).

1.  We asked "why not market underutilized support service resources like
    automotive repair, records storage and management, facility maintenance, and
    specialized shop services to city and other governmental organizations?" As
    a result, firm agreements producing over $500,000 in new revenue have been
    implemented during the past six months, with no additional staffing or
    equipment expense.

2.  The Department did not terminate service for delinquent bills for Master
    Metered buildings, buildings where one water and/or electric meter serves
    more than one residential unit, and was writing off these uncollectibles at
    a rate about four times the industry average. This policy had been
    established by the City Council about ten years ago, and (supposedly) could
    not be changed. Financial figures for these master metered buildings were
    mythical, and contradicted each other.

    We started by getting a data download on the master metered buildings from
    the Department's CIS. This in itself was quite a task, considering such a
    thing had never been done before at the Department. We analyzed the data
    thoroughly using Microsoft Access. The results were amazingly different from
    the figures that had been floating around for years. We were even approached
    by the Department's external auditors to get clarification on the data they
    had been using in the annual reports.

    The next step we took was to find out why this policy could not be reversed.
    The answer was simply 'It cannot be done because of City Council.'

    After several months of meetings with legal aid foundations, non-profit
    community groups and a city housing foundation to understand the problems,
    we managed to come up with a strategy that would protect the tenants from
    eviction (which would make the City Council happy), and let the Department
    collect its revenues at the same time.

    With the Board of Commissioners' approving the new policy of terminating
    services to master metered buildings for delinquent bills, we quickly
    started to make plans for the next step. (Small technical point: the
    Department did not really ask for approval of the strategy from the City
    Council, but only informed them of the new policy.) Since we knew that there
    was no way the Department could terminate services to 5000 master metered
    buildings all at once, we did a mass mailing to all delinquent accounts,
    threatening them of a 'possible' service termination if the bills were not
    taken care of immediately. This mailer alone helped the Department collect
    over $3.5 million in just three months.

    We were constrained in our efforts by the time line of our contract,
    political pressures, internal work culture, and lack of proper data.
    However, we helped the Department reduce their annual write-off by
    challenging conventional thinking.

    Moral: we challenged a ten year old, political policy with the simple
    question of why? The result: $3.5M in savings in the first three months ...
    more to come, simply by applying sound business practices in an area
    traditionally plagued by tradition. ("xx years of tradition, unmarred by
    progress.")

3.  What if the Department had no new debt? In 1995 the Department was actively
    preparing to issue new bonds for $70M, a routine procedure which they have
    done twice yearly for the last 12 years. We asked, "Why?," challenging the
    CFO and the director of Finance. Interestingly enough, they found a way
    forward without the new issue, immediately saving $0.5M in issuance costs
    and $5M annually in increased interest costs.







4.  What if the Department divested itself of some excess capacity? Early in
    1995 the Department was continuing on its 50 year old course of a relatively
    high capital spending program on its in-basin generating plants. (The
    in-basin facilities are retrofitted gas units which are inefficient and
    expensive to run.) We asked the director of generation operations, "Why
    don't you shut them down?" His first response was, "We can't. System
    requirements. System reliability. Unions." However, one month later he did
    commission a Department study to evaluate laying-up as many as five of the
    generating units. Today Valley units 1, 2, 3 and 4 are destaffed and in the
    process of being laid-up. The Department is working with the unions to lay
    up Haynes units 5 and 6. Projected savings: $50M over 5 years.

5.  We were assigned the project of helping the Departments' Branch Offices in
    areas of process re-engineering to increase efficiency and offer better
    customer service. Branch Offices are payment centers the Department
    maintains throughout its service territory to allow customers to make
    in-person payments. We began by understanding the requirements of the
    customers and the function of these Offices.

    We concluded that the Branch Offices do not really serve any purpose other
    than providing the customers a place to make in-person payments. We tried to
    convince Management that these Offices were not necessary, and we could do
    without them. Discussions would lead to arguments, and at the end of the
    day, no progress. Their arguments would be 'Well, the neighboring utility
    has not done it.' We would explain, 'And that's why we should. We want to do
    things better than they do.'

    We finally convinced the Executive staff that closing these Branch Offices
    was the right move for the Department. By replacing them with contract
    payment agencies, and payment kiosks we will be able to provide better
    service to the customers, and reduce costs.

    Together we wrote a business plan to close all Branch Offices. Projected
    Savings: $6M annually. Persistence and our 'Challenge to Conventional ENERGY
    Thinking' won the battle.

6.  Following 14 years of infrastructure maintenance deferred due to a high
    volume of new construction work, Labor/Management teams facilitated by Perot
    Systems rolled up their sleeves to develop innovative business solutions.
    The results included new pole reinforcement technologies that will save
    $22M, a Substation assessment that identified and prioritized 1,850
    maintenance deficiencies, and the development of service reliability
    standards to ensure that the infrastructure is properly maintained in the
    future.

7.  One of our joint labor management teams in Customer Service also figured out
    a way to save $1.3M (annually recurring) by eliminating the need for 17
    budgeted supervisor positions in the Customer Call Center by redefining the
    role of the lead clerks! That really challenged conventional thinking;
    traditionally, if there was a problem ... their solution was to just throw
    more people at it, NOT for labor and management to work together to solve a
    problem, but to act and react. This team also challenged conventional
    scheduling thinking by working out alternative work schedules rather than
    5/40's.

Snippets from proposed partnership between Perot Systems, the University of
Southern California, LA-DWP, and Pacific Gas.

8.  We have proposed developing an Energy Management and control center to
    assume operational responsibility for an entire university campus and move
    to demand and supply side management as deregulation develops in California.
    We proposed to hold total energy payments at today's level and finance
    efficiencies out of the energy savings. Minimal, if any capital outlays. We
    proposed to share future savings with the customer ... risk/reward








    compensation scheme. We drove alliance with subsidiary of local gas company
    - they were perceived as competitor.

Snippets from East Midlands Electricity (EME).

    This account is challenging because the level of change comes from so many
    dimensions. This requires our associates to be flexible but remain focused
    on the needs of our customer, an interesting paradox.

    The UK Electricity Industry is moving to fully open competition in April
    1998. The challenges we face in supporting our long-standing customer at
    East Midlands Electricity is complicated by the following facts:

*   industry deregulation with fixed timescale, but with evolving and uncertain
    requirements

*   company separating itself into its constituent parts that reflect the 'new
    industry model'

*   client whose ownership has changed with take-over by Dominion resources in
    Jan 1997 (note: Dominion is a Virginia based, US power company)

*   client moving into new businesses, i.e., from monopoly supplier to having to
    project a consistent and desired consumer brand.

    To meet this challenge we are having to make significant changes to the IS
    Systems that EME uses. We also have to ensure high quality day to day
    service is maintained at all times.

    To address these significant challenges we have to ask a lot of our
    associates, and their response has been first class. The team in Nottingham
    is now in excess of 400 and continues to grow at a rapid rate as the needs
    and demands of our customer develop.

9.  A good example of where we have responded is in the Call Center environment.
    The success of the Call Center will to a large extent determine the success
    of EME in the 'new world'. One of the key issues in the Call Center was the
    complexity of the underlying systems and the consequent impact on training
    times, and therefore effectiveness of the staff. By providing an easy to use
    front end to a range of back end systems, we have dramatically reduced the
    time it takes for operators to become effective, and ensured a consistent
    response to customers who call East Midlands. Making a company easy to do
    business with is recognized as key to ensuring low levels of customer
    attrition.