SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) [X] Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended December 31, 2002 -------------------- OR [ ] Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to - ------ ------- SEMPRA ENERGY - ------------------------------------------------------------------- (Exact name of registrant as specified in its charter) CALIFORNIA 1-14201 33-0732627 - ------------------------------------------------------------------- (State of incorporation (Commission (I.R.S. Employer or organization) File Number) Identification No.) 101 ASH STREET, SAN DIEGO, CALIFORNIA 92101 - ------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (619)696-2000 -------------- SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: Name of each exchange Title of each class on which registered - ------------------- --------------------- Common stock, without par value New York and Pacific Mandatorily redeemable trust preferred securities New York Equity units, due 2007 New York SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: None Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months and (2) has been subject to such filing requirements for the past 90 days. Yes [ X ] No [ ] Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X] Exhibit Index on page 38. Glossary on page 45. Aggregate market value of the voting stock held by non-affiliates of the registrant as of January 31, 2003 was $4.9 billion. Registrant's common stock outstanding as of January 31, 2003 was 206,068,905 shares. DOCUMENTS INCORPORATED BY REFERENCE: Portions of the 2001 Annual Report to Shareholders are incorporated by reference into Parts I, II, and IV. Portions of the Proxy Statement prepared for the May 2003 annual meeting of shareholders are incorporated by reference into Part III. 1
TABLE OF CONTENTS PART I Item 1. Business . . . . . . . . . . . . . . . . . . . . . . . 4 Item 2. Properties . . . . . . . . . . . . . . . . . . . . . .27 Item 3. Legal Proceedings. . . . . . . . . . . . . . . . . . .28 Item 4. Submission of Matters to a Vote of Security Holders. .28 PART II Item 5. Market for Registrant's Common Equity and Related Stockholder Matters . . . . . . . . . . . . . . . .28 Item 6. Selected Financial Data. . . . . . . . . . . . . . . .28 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations . . . . . . . .29 Item 7A. Quantitative and Qualitative Disclosures About Market Risk . . . . . . . . . . . . . . . . .29 Item 8. Financial Statements and Supplementary Data. . . . . .29 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure . . . . . . . .29 PART III Item 10. Directors and Executive Officers of the Registrant . .30 Item 11. Executive Compensation . . . . . . . . . . . . . . . .30 Item 12. Security Ownership of Certain Beneficial Owners and Management. . . . . . . . . . . . . . . . . . .30 Item 13. Certain Relationships and Related Transactions . . . .30 Item 14. Controls and Procedures. . . . . . . . . . . . . . . .31 PART IV Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K . . . . . . . . . . . . . . . . . . . .32 Independent Auditors' Consent and Report on Schedule. . . . . .34 Signatures. . . . . . . . . . . . . . . . . . . . . . . . . . .37 Exhibit Index . . . . . . . . . . . . . . . . . . . . . . . . .38 Glossary. . . . . . . . . . . . . . . . . . . . . . . . . . . .45 Certifications. . . . . . . . . . . . . . . . . . . . . . . . .48 2
INFORMATION REGARDING FORWARD-LOOKING STATEMENTS This Annual Report 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," "would" and "should" or similar expressions, or discussions of strategy or of plans are intended to identify forward-looking statements. Forward-looking statements are not guarantees of performance. They involve risks, uncertainties and assumptions. Future results may differ materially from those expressed in these forward-looking statements. Forward-looking 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, legislative and regulatory conditions and developments; actions by the California Public Utilities Commission (CPUC), the California Legislature, the California Department of Water Resources (DWR), and the Federal Energy Regulatory Commission (FERC); capital market conditions, inflation rates, interest rates and exchange rates; energy and trading markets, including the timing and extent of changes in commodity prices; weather conditions and conservation efforts; war and terrorist attacks; 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 report and other reports filed by the company from time to time with the Securities and Exchange Commission. 3
PART I ITEM 1. BUSINESS Description of Business A description of Sempra Energy and its subsidiaries (the company) is given in "Management's Discussion and Analysis of Financial Condition and Results of Operations" of the 2002 Annual Report to Shareholders, which is incorporated by reference. The company is a holding company, whose subsidiaries are primarily engaged in the energy business. It has four separately managed reportable segments comprised of Southern California Gas Company (SoCalGas), San Diego Gas & Electric (SDG&E), Sempra Energy Trading (SET) and Sempra Energy Resources (SER). The company's two principal subsidiaries, SDG&E and SoCalGas, are collectively referred to as "the California Utilities." During the third quarter of 2002, SER first met the requirements for disclosure as a reportable segment. For further discussion, see Note 16 of the notes to Consolidated Financial Statements of the 2002 Annual Report to Shareholders, which is incorporated by reference. Company Website The company's website address is http://www.sempra.com/investor.htm. The company makes available free of charge through its website, its annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and any amendments to those reports as soon as reasonably practicable after such material is electronically filed with or furnished to the Securities and Exchange Commission. GOVERNMENT REGULATION The most significant government regulation affecting Sempra Energy is that affecting its utility subsidiaries. Local Regulation SoCalGas has gas franchises with the 240 legal jurisdictions in its service territory. These franchises allow SoCalGas to locate facilities for the transmission and distribution of natural gas in the streets and other public places. Some franchises have fixed terms, such as that for the city of Los Angeles, which expires in 2012. Most of the franchises do not have fixed terms and continue indefinitely. The range of expiration dates for the franchises with definite terms is 2003 to 2048. SDG&E has electric franchises with the three counties and the 26 cities in its electric service territory, and natural gas franchises with the one county and the 23 cities in its natural gas service territory. These franchises allow SDG&E to locate facilities for the transmission and distribution of electricity and/or natural gas in the streets and other public places. The franchises do not have fixed terms, except for the electric and natural gas franchises with the cities of Chula Vista (2003), Encinitas (2012), San Diego (2021) and Coronado (2028); and the natural gas franchises with the city of Escondido (2036) and the county of San Diego (2030). 4
California Utility Regulation The State of California Legislature, from time to time, passes laws that regulate SDG&E's and SoCalGas' operations. For example, in 1996 the legislature passed an electric industry deregulation bill, and in subsequent years passed additional bills aimed at addressing problems in the deregulated electric industry. In addition, the legislature enacted a law in 1999 addressing natural gas industry restructuring. The CPUC, which consists of five commissioners appointed by the Governor of California for staggered six-year terms, regulates SDG&E's and SoCalGas' rates and conditions of service, sales of securities, rate of return, rates of depreciation, uniform systems of accounts, examination of records, and long-term resource procurement. The CPUC conducts various reviews of utility performance and conducts investigations into various matters, such as deregulation, competition and the environment, to determine its future policies. The CPUC also regulates the relationship of utilities with their holding companies and is currently conducting an investigation into this relationship. The California Energy Commission (CEC) has discretion over electric demand forecasts for the state and for specific service territories. Based upon these forecasts, the CEC determines the need for additional energy sources and for conservation programs. The CEC sponsors alternative-energy research and development projects, promotes energy conservation programs and maintains a state-wide plan of action in case of energy shortages. In addition, the CEC certifies power-plant sites and related facilities within California. The CEC conducts a 20-year forecast of supply availability and prices for every market sector consuming natural gas in California. This forecast includes resource evaluation, pipeline capacity needs, natural gas demand and wellhead prices, and costs of transportation and distribution. This analysis is used to support long-term investment decisions. California Power Authority The California Consumer Power and Financing Authority is responsible for ensuring reliable electricity at reasonable prices. It does so by diversifying its electricity portfolio to include increased renewable energy, permanent conservation efforts and cleaner-burning projects. United States Utility Regulation The FERC regulates the interstate sale and transportation of natural gas, the transmission and wholesale sales of electricity in interstate commerce, transmission access, the uniform systems of accounts, rates of depreciation, and electric rates involving sales for resale. Both the FERC and CPUC are currently investigating prices charged to the California investor-owned utilities (IOUs) by various suppliers of natural gas and electricity. The Nuclear Regulatory Commission (NRC) oversees the licensing, construction and operation of nuclear facilities. NRC regulations require extensive review of the safety, radiological and environmental aspects of these facilities. Periodically, the NRC requires that newly 5
developed data and techniques be used to re-analyze the design of a nuclear power plant and, as a result, requires plant modifications as a condition of continued operation in some cases. International Utility Regulation The company's consolidated and unconsolidated utility affiliates have locations in Argentina, Chile, Mexico and Peru. These operations are subject to the local, federal and other regulations of the countries and/or political subdivisions in which they are located. Other Regulation As a trading company, Sempra Energy Trading has locations and/or operations in North America, Europe and Asia and is subject to regulation as to its operations and its financial position. Among other things, its operations are subject to the New York Mercantile Exchange, the London Metals Exchange, the Commodity Futures Trading Commission, the FERC and the National Futures Association. Other subsidiaries are also subject to varying amounts of regulation by various governments, including various states in the United States (U.S.). Licenses and Permits The California Utilities obtain a number of permits, authorizations and licenses in connection with the transmission and distribution of natural gas. In addition, SDG&E obtains a number of permits, authorizations and licenses in connection with the transmission and distribution of electricity. Both require periodic renewal, which results in continuing regulation by the granting agency. The company's unregulated affiliates are also required to obtain permits, authorizations and licenses in the normal course of business. Some of these permits, authorizations and licenses require periodic renewal. SER and its subsidiaries obtain a number of permits, authorizations and licenses in connection with the construction and operation of power generation facilities. In addition, SER obtains permits in connection with wholesale distribution of electricity. Sempra Energy Solutions (SES) obtains permits in connection with the construction and operation of various facilities and with the retail sale of electricity and natural gas. Other regulatory matters are described in Notes 13 and 14 of the notes to Consolidated Financial Statements in the 2002 Annual Report to Shareholders, which is incorporated by reference. SOURCES OF REVENUE Industry segment information is contained in "Management's Discussion and Analysis of Financial Condition and Results of Operations" and in Note 16 of the notes to Consolidated Financial Statements of the 2002 Annual Report to Shareholders, which is incorporated by reference. Various information concerning revenue and revenue recognition is provided in Note 1 of the notes to Consolidated Financial Statements of the 2002 Annual Report to Shareholders, which is incorporated by reference. 6
CALIFORNIA UTILITY OPERATIONS NATURAL GAS OPERATIONS The company purchases, sells, distributes, stores and transports natural gas. SoCalGas owns and operates a natural gas distribution, transmission and storage system that supplies natural gas to 18.9 million end-use customers throughout a 23,000-square mile service territory from San Luis Obispo in the north, to the Mexican border in the south, and 535 cities, excluding the City of Long Beach and SDG&E's service territory in the County of San Diego. SoCalGas also transports gas to about 1,300 utility electric generation (UEG), wholesale, large commercial, industrial and off-system (outside the company's normal service territory) customers. SDG&E purchases and distributes natural gas to 789,000 end-use customers throughout the western portion of the County of San Diego. SDG&E also transports natural gas to approximately 300 customers who procure the natural gas from other sources. Supplies of Natural Gas The California Utilities buy natural gas under several short-term and long-term contracts. Short-term purchases are from various Southwest United States and Canadian suppliers and are primarily based on monthly spot-market prices. The California Utilities transport natural gas under long-term firm pipeline capacity agreements that provide for annual reservation charges, which are recovered in rates. SoCalGas has commitments for firm pipeline capacity under contracts with pipeline companies that expire at various dates through 2006. SDG&E has long- term natural gas transportation contracts with various interstate pipelines which expire on various dates between 2003 and 2023. SDG&E has a long-term purchase agreement with a Canadian supplier that expires in August 2003, and in which the delivered cost is tied to the California border spot-market price. SDG&E purchases natural gas on a spot basis to fill its additional long-term pipeline capacity. SDG&E intends to continue using the long-term pipeline capacity in other ways as well, including the transport of other natural gas for its own use and the release of a portion of this capacity to third parties. Most of the natural gas purchased and delivered by the company is produced outside of California. These supplies are delivered to the company's intrastate transmission system by interstate pipeline companies, primarily El Paso Natural Gas Company and Transwestern Natural Gas Company. These interstate companies provide transportation services for supplies purchased from other sources by the company or its transportation customers. The rates that interstate pipeline companies may charge for natural gas and transportation services are regulated by the FERC. 7
The following table shows the sources of natural gas deliveries for the California Utilities from 1998 through 2002:
Customers For regulatory purposes, customers are separated into core and noncore customers. Core customers are primarily residential and small commercial and industrial customers, without alternative fuel capability. Noncore customers consist primarily of UEG, wholesale, large commercial, industrial and off-system (outside the company's normal service territory) customers. Of the 6.1 million meters in the California Utilities' service territories, only 1,400 serve the noncore market. Most core customers purchase natural gas directly from the California Utilities. Core customers are permitted to aggregate their natural gas requirement and, for up to 10 percent of each company's core market, to purchase natural gas directly from brokers or producers. The CPUC tentatively authorized the removal of the 10 percent limit, but this has yet to be implemented. The California Utilities continue to be obligated to purchase reliable supplies of natural gas to serve the requirements of its core customers. In early 2002, the California Utilities filed an application with the CPUC to combine their core procurement portfolios. On August 22, 2002, the CPUC issued an interim decision denying the request, pending completion of the CPUC's ongoing investigation of market power issues. The CPUC ordered that utility procurement services offered to noncore customers be phased out sometime in 2003. Noncore customers would have the option to either become core customers, and continue to receive utility procurement services, or remain noncore customers and purchase their natural gas from other sources, such as brokers or producers. Noncore customers would also have to make arrangements to deliver their purchases to the California Utilities' receipt points for delivery through the California Utilities' transmission and distribution system. The proposed implementation of the order has encountered significant opposition and the CPUC is reconsidering its decision. In 2002, for SoCalGas, 85 percent of the CPUC-authorized natural gas margin was allocated to the core customers, with 15 percent allocated to the noncore customers. In 2002, for SDG&E, 89 percent of the CPUC- authorized natural gas margin was allocated to the core customers, with 11 percent allocated to the noncore customers. Although revenues from transportation throughput is less than for natural gas sales, the California Utilities generally earn the same margin whether they buy the natural gas and sell it to the customer or transport natural gas already owned by the customer. SoCalGas also provides natural gas storage services for noncore and off-system customers on a bid and negotiated contract basis. The storage service program provides opportunities for customers to store natural gas on an "as available" basis, usually during the summer to reduce winter purchases when natural gas costs are generally higher. As of December 31, 2002, SoCalGas was storing approximately 34 bcf of customer-owned gas. 9
Demand for Natural Gas Natural gas is a principal energy source for residential, commercial, industrial and UEG plant customers. Natural gas competes with electricity for residential and commercial cooking, water heating, space heating and clothes drying, and with other fuels for large industrial, commercial and UEG uses. Growth in the natural gas markets is largely dependent upon the health and expansion of the southern California economy. The California Utilities added 75,000 and 71,000 new customer meters in 2002 and 2001, respectively, representing a growth rate of 1.2 percent in both years. The California Utilities expect that their growth rate for 2003 will approximate that of 2002. During 2002, 99 percent of residential energy customers in SoCalGas' service area used natural gas for water heating, 96 percent for space heating, 76 percent for cooking and 55 percent for clothes drying. In SDG&E's service area, 90 percent of residential energy customers used natural gas for water heating, 73 percent for space heating, 54 percent for cooking and 38 percent for clothes drying. Demand for natural gas by noncore customers is very sensitive to the price of competing fuels. Although the number of noncore customers in 2002 was only 1,400, they accounted for approximately 7 percent of the authorized natural gas revenues and 58 percent of total natural gas volumes. External factors such as weather, the price of electricity, electric deregulation, the use of hydroelectric power, competing pipelines and general economic conditions can result in significant shifts in demand and market price. The demand for natural gas by large UEG customers is also greatly affected by the price and availability of electric power generated in other areas. Effective March 31, 1998, electric industry restructuring gave California electric utilities the option of purchasing energy for their customers from out-of-state producers. As a result, natural gas demand for electric generation within southern California competes with electric power generated throughout the western United States. Although electric industry restructuring has no direct impact on the California Utilities' natural gas operations, future volumes of natural gas transported for electric generating plant customers may be significantly affected to the extent that regulatory changes divert electricity generation from the California Utilities' service area. Other The Pipeline Safety Improvement Act of 2002, which became public law on December 17, 2002, requires that baseline inspections be completed over a ten-year period, with 50 percent of the inspections complete at the end of five years. Related to these inspections and potential retrofits, the company estimates that it will have $3.3 million in operating and maintenance expense each year and $23 million in capital expenditures. Additional information concerning customer demand and other aspects of natural gas operations is provided under "Management's Discussion and Analysis of Financial Condition and Results of Operations" and in Notes 14 and 15 of the notes to Consolidated Financial Statements in the 2002 Annual Report to Shareholders, which is incorporated by reference. 10
ELECTRIC OPERATIONS Resource Planning In 1996, California enacted legislation restructuring California's investor-owned electric utility industry. The legislation and related decisions of the CPUC were intended to stimulate competition and reduce rates. Supply/demand imbalances and a number of factors resulted in abnormally high wholesale electric prices beginning in mid-2000, which caused SDG&E's monthly customer bills to be substantially higher than normal. These conditions and the resultant abnormally high electric- commodity prices continued into 2001 resulting in growth of the undercollection of SDG&E's electricity costs. In response to these high commodity prices, the California legislature adopted legislation intended to stabilize the California electric utility industry and reduce wholesale electric commodity prices. This resulted in several legislative and regulatory responses, including California Assembly Bill (AB) 265, enacted in September 2000 and in effect through December 31, 2002. AB 265 imposed a ceiling of 6.5 cents/kilowatt hour (kWh) on the cost of the electric commodity that SDG&E could pass on to its small-usage customers on a current basis, effective retroactive to June 1, 2000. Further actions included the DWR's purchasing through December 31, 2002 the net short position of SDG&E (the power needed by SDG&E's customers, other than that provided by SDG&E's nuclear generating facilities or its previously existing purchase power contracts). In addition, implementation of some of the provisions of the Memorandum of Understanding (MOU) entered into by representatives of California Governor Davis, the DWR, Sempra Energy and SDG&E resulted in the cessation of growth in the AB 265 undercollection. Additional information concerning direct access, the MOU and electric- industry restructuring in general is provided in "Management's Discussion and Analysis of Financial Condition and Results of Operations" and in Notes 13, 14 and 15 of the notes to Consolidated Financial Statements in the 2002 Annual Report to Shareholders, which is incorporated by reference. Electric Resources In connection with California's electric-industry restructuring, beginning March 31, 1998, the California IOUs were obligated to bid their power supply, including owned generation and purchased-power contracts, into the PX. The IOUs also were obligated to purchase from the PX the power that they sell to their customers. In 1999, SDG&E completed divestiture of its owned generation other than nuclear. An Independent System Operator (ISO) schedules power transactions and access to the transmission system. As discussed in Note 13 of the notes to Consolidated Financial Statements, due to the conditions in the California electric utility industry, the PX suspended its trading operations on January 31, 2001. 11
As discussed above, the California Legislature passed laws (e.g., Assembly Bill X1 in February 2001), authorizing the DWR to enter into long-term contracts to purchase the portion of power used by SDG&E customers that is not provided by SDG&E's existing supply through December 31, 2002. SDG&E's residual net short requirements have been met by the DWR since February 7, 2001. In August 2002, SDG&E was granted authority by the CPUC to once again procure electric power to meet the load requirements of its customers, effective January 1, 2003. The California Legislature also passed several laws (e.g., AB 57, Senate Bill (SB) 1078 and SB 1038) which required that (a) purchases made by SDG&E beginning January 1, 2003 not be subject to hindsight regulatory review, except for contract administration functions and (b) SDG&E procure at least one percent of its annual retail energy supply from renewable producers. Each IOU is directed to procure from renewable sources at least one percent of its 2003 total energy sales and add at least one percent of energy sales each year thereafter, such that a 20-percent renewable resources portfolio is achieved by the year 2017. On September 20, 2002, SDG&E issued a Request for Offer seeking to purchase a variety of energy products from both renewable and non- renewable entities. SDG&E did not enter into any contracts with non- renewable entities but did enter into contracts with 11 renewable suppliers (for 15 projects) for 237 megawatts (mW) of non-firm power starting in 2003. On December 5, 2002, the CPUC issued its resolution approving SDG&E's renewable contract purchases and on December 19, 2003, the CPUC approved SDG&E's 2003 procurement plan. SDG&E has contracted to procure approximately four percent of its 2003 total energy sales from renewable sources and, pursuant to the December 2002 CPUC resolution, may credit toward future years' compliance any excess over its one-percent requirement. The CPUC also allocated to SDG&E seven of the contracts signed by the DWR during the energy crisis in 2001. The contracts represent 2,754 mW of capacity available to SDG&E in a combination of must-take and dispatchable resources. SDG&E will be responsible for scheduling and dispatching these contracts (where applicable) as well as some contract administration duties. 12
Based on generating plants in service and purchased-power contracts currently in place, as of January 31, 2003, the mW of electric power available to SDG&E are as follows: Source mW -------------------------------------------------- San Onofre Nuclear Generating Station (SONGS) 430* Long-term contracts with other utilities 84 DWR allocated contracts 2,754 Contracts with others 592 ----- Total 3,860 ===== * Net of internal usage SONGS: SDG&E owns 20 percent of the three nuclear units at SONGS (located south of San Clemente, California). The cities of Riverside and Anaheim own a total of 5 percent of Units 2 and 3. Southern California Edison (Edison) owns the remaining interests and operates the units. Unit 1 was removed from service in November 1992 when the CPUC issued a decision to permanently shut down the unit. At that time SDG&E began the recovery of its remaining capital investment, with full recovery completed in April 1996. The unit's spent nuclear fuel has been removed from the reactor and is stored on-site. In March 1993, the NRC issued a Possession-Only License for Unit 1, and the unit was placed in a long-term storage condition in May 1994. In June 1999, the CPUC granted authority to begin decommissioning Unit 1 and this work is now in progress. Units 2 and 3 began commercial operation in August 1983 and April 1984, respectively. SDG&E's share of the capacity is 214 mW of Unit 2 and 216 mW of Unit 3. During 2002, SDG&E spent $8 million on capital additions and modifications of Units 2 and 3, and expects to spend $10 million in 2003. SDG&E deposits funds in external trusts to provide for the decommissioning of all three units. Additional information concerning the SONGS units, nuclear decommissioning and industry restructuring is provided below and in "Environmental Matters" herein, and in "Management's Discussion and Analysis of Financial Condition and Results of Operations" and in Notes 6, 13, 14 and 15 of the notes to Consolidated Financial Statements of the 2002 Annual Report to Shareholders, which is incorporated by reference. 13
Purchased Power: The following table lists contracts with SDG&E's various suppliers: Expiration Megawatt Supplier Date Commitment Source - ------------------------------------------------------------------ Long-Term Contracts with Other Utilities: Portland General Electric (PGE) December 2013 84 Coal ----- Total 84 ===== Other Contracts: DWR Allocated Contracts Williams Energy Marketing & Trading December 2010 1,875 Gas Sunrise Power Co. LLC June 2012 560 Gas Other DWR contracts Various terminations 319 Gas and wind from 2003 to 2013 ----- 2,754 ===== Qualifying Facilities (QFs) -- Applied Energy Inc. November 2019 107 Cogeneration Yuma Cogeneration May 2024 57 Cogeneration Goal Line Limited Partnership February 2025 50 Cogeneration Other QFs (73) Various terminations 16 Cogeneration ----- 230 Others -- Renewable (15) 5-15 year terms 237 Biomass, bio-gas starting 2003 and wind Various (3) December 2003 125 System supply ----- Total 592 ===== Under the contract with PGE, SDG&E pays a capacity charge plus a charge based on the amount of energy received. Charges under this contract are based on PGE's costs, including lease payments, fuel expenses, operating and maintenance expenses, transmission expenses, administrative and general expenses, and state and local taxes. Costs under the contracts with QFs are based on SDG&E's avoided cost. 14
Charges under the remaining contracts, which include renewal contracts signed in the fourth quarter of 2002, bilateral contracts executed in 2000 and 2001, and the DWR contracts allocated to SDG&E by the CPUC, are for firm and as-available energy and are based on the amount of energy received. The prices under these contracts are at the market value at the time the contracts were negotiated. Additional information concerning SDG&E's purchased-power contracts is provided below, and in "Management's Discussion and Analysis of Financial Condition and Results of Operations" and Note 15 of the notes to Consolidated Financial Statements in the 2002 Annual Report to Shareholders, which is incorporated by reference. Power Pools SDG&E is a participant in the Western Systems Power Pool, which includes an electric-power and transmission-rate agreement with utilities and power agencies located throughout the United States and Canada. More than 250 investor-owned and municipal utilities, state and federal power agencies, energy brokers, and power marketers share power and information in order to increase efficiency and competition in the bulk power market. Participants are able to make power transactions on standardized terms that have been pre-approved by FERC. Transmission Arrangements Pacific Intertie (Intertie): The Intertie, consisting of AC and DC transmission lines, connects the Northwest with SDG&E, Pacific Gas & Electric (PG&E), Edison and others under an agreement that expires in July 2007. SDG&E's share of the Intertie is 266 mW. Southwest Powerlink: SDG&E's 500-kilovolt Southwest Powerlink transmission line, which is shared with Arizona Public Service Company and Imperial Irrigation District, extends from Palo Verde, Arizona to San Diego. SDG&E's share of the line is 970 mW, although it can be less, depending on specific system conditions. Mexico Interconnection: Mexico's Baja California Norte system is connected to SDG&E's system via two 230-kilovolt interconnections with firm capability of 408 mW in the north to south direction and 800 mW in the south to north direction. Due to electric-industry restructuring (see "Transmission Access" below), the operating rights of SDG&E on these lines have been transferred to the ISO. Transmission Access The FERC has established rules to implement the transmission-access provisions of the National Energy Policy Act of 1992. These rules specify FERC-required procedures for others' requests for transmission service. In October 1997, the FERC approved the California IOUs' transfer of control of their transmission facilities to the ISO. On March 31, 1998, operation and control of the transmission lines was transferred to the ISO. Additional information regarding the ISO and transmission access is provided below and in "Management's Discussion 15
and Analysis of Financial Condition and Results of Operations" in the 2002 Annual Report to Shareholders, which is incorporated by reference. Fuel and Purchased-Power Costs The following table shows the percentage of each electricity source used by SDG&E and compares the kilowatt hour cost of nuclear fuel with the total cost of purchased power: Percent of kWh Cents per kWh - --------------------------------------------------------------- 2002 2001 2000 2002 2001 2000 ----- ----- ----- ---- ---- ---- Nuclear fuel 23.0 30.1 14.9 0.4 0.5 0.5 Purchased power and ISO/PX 77.0 69.9 85.1 7.4 9.4 9.7 ----- ----- ----- Total 100.0% 100.0% 100.0% ====== ====== ====== The cost of purchased power includes capacity costs as well as the costs of fuel. The cost of nuclear fuel does not include SDG&E's capacity costs. Nuclear Fuel Supply The nuclear-fuel cycle includes services performed by others under various contracts through 2008, including mining and milling of uranium concentrate, conversion of uranium concentrate to uranium hexafluoride, enrichment services, and fabrication of fuel assemblies. Spent fuel from SONGS is being stored on site, where storage capacity will be adequate at least through 2005. Modifications in fuel storage technology can be implemented to provide on-site storage capacity for operation through 2022, the expiration date of the NRC operating license. Pursuant to the Nuclear Waste Policy Act of 1982, SDG&E entered into a contract with the U.S. Department of Energy (DOE) for spent-fuel disposal. Under the agreement, the DOE is responsible for the ultimate disposal of spent fuel. SDG&E pays a disposal fee of $1.00 per megawatt-hour of net nuclear generation, or approximately $3 million per year. The DOE projects it will not begin accepting spent fuel until 2010 at the earliest. To the extent not currently provided by contract, the availability and the cost of the various components of the nuclear-fuel cycle for SDG&E's nuclear facilities cannot be estimated at this time. Additional information concerning nuclear-fuel costs is provided in Note 15 of the notes to Consolidated Financial Statements in the 2002 Annual Report to Shareholders, which is incorporated by reference. 16
SEMPRA ENERGY GLOBAL ENTERPRISES Sempra Energy Global Enterprises (Global) consists of most of the businesses of Sempra Energy other than the California Utilities, and serves a broad range of customers' energy needs. Global includes Sempra Energy Trading, Sempra Energy Resources, Sempra Energy International (SEI), Sempra Energy Solutions and several smaller business units. See below for a discussion of each of these business units. SEMPRA ENERGY TRADING Sempra Energy Trading is a full-service trading company that markets and trades physical and financial commodity products, including natural gas, power, petroleum products and base metals. SET combines trading, risk-management and physical commodity expertise to provide innovative solutions to its customers worldwide. Earlier this year, SET completed acquisitions that add base metals trading and warehousing to its business. For the year ended December 31, 2002, SET recorded net income of $126 million, including an extraordinary gain of $16 million, compared to net income of $196 million and $155 million in 2001 and 2000, respectively. Additional information concerning these and other aspects of SET's operations is provided under "Management's Discussion and Analysis of Financial Condition and Results of Operations" and in Notes 1 and 10 of the notes to Consolidated Financial Statements in the 2002 Annual Report to Shareholders, which is incorporated by reference. SEMPRA ENERGY RESOURCES SER develops power plants for the competitive market. In May 2001, SER entered into a ten-year agreement with the DWR to supply up to 1,900 megawatts of electricity to the state. SER may deliver most of this electricity from its projected portfolio of plants in the western United States and Baja California, Mexico. Sales under the contract comprise more than two-thirds of the projected capacity of these facilities and the profits therefrom are significant to the company's ability to increase its earnings. The company believes that SER's contract prices are just and reasonable, but has offered to renegotiate certain aspects of the contract (which would not affect the long-term profitability) in a manner mutually beneficial to SER and the state. Although the contract is subject to ongoing litigation and regulatory proceedings, both SER and the State of California are performing under this contract. Information concerning the litigation is provided in Note 15 of the notes to Consolidated Financial Statements of the 2002 Annual Report to Shareholders, which is incorporated by reference. On October 31, 2002, SER purchased a 305-megawatt, coal-fired power plant (renamed Twin Oaks Power) from Texas-New Mexico Power Company for $120 million. SER has a five-year contract to sell substantially 17
all of the output of the plant. In connection with the acquisition, SER also assumed a contract which includes annual commitments to purchase lignite coal either up until an aggregate minimum volume has been achieved or through 2025. In February 2001, the company announced plans to construct Termoelectrica de Mexicali, a $350 million, 600-megawatt power plant near Mexicali, Mexico. Construction of the power plant began in the second half of 2001 with completion scheduled for mid-2003. In December 2000, SER obtained approval from the appropriate state agencies to construct the Mesquite Power Plant. The plant is expected to commence commercial operations at 50-percent capacity in June 2003 and at full capacity in January 2004. The project is being financed via the synthetic lease agreement described in Note 15 of the notes to Consolidated Financial Statements of the 2002 Annual Report to Shareholders, which is incorporated by reference. In December 2000, SER obtained approvals from the appropriate state agencies to construct the Elk Hills Power Project (Elk Hills). The plant is expected to commence commercial operations in May 2003. In mid-2000, El Dorado Energy, a 50/50 partnership between SER and Reliant Energy Power Generation, completed construction of a $280 million, 440-megawatt merchant power plant near Las Vegas, Nevada. SER also has contracted for two turbine sets (each consisting of two gas turbines and one steam turbine), beyond those required for its plants currently under construction. Six additional sites, two of which are already permitted, are being evaluated for potential power plant locations. SER intends to use these turbine sets at two of these sites. SER recorded net income of $60 million in 2002, compared to a net loss of $27 million and net income of $29 million in 2001 and 2000, respectively. Additional information concerning these and other aspects of SER's operations is provided under "Management's Discussion and Analysis of Financial Condition and Results of Operations" and in Notes 1, 3 and 15 of the notes to Consolidated Financial Statements of the 2002 Annual Report to Shareholders, which is incorporated by reference. SEMPRA ENERGY INTERNATIONAL SEI develops, operates and invests in energy-infrastructure systems. SEI has interests in natural gas and/or electric transmission and distribution projects in Argentina, Chile, Mexico, Peru and the eastern United States, and is pursuing other projects, primarily in Mexico. SEI's interests in utility operations in South America are not consolidated and, therefore, are not included in these discussions. In October 2001, Sempra Energy announced its intention to develop a liquefied natural gas (LNG) receiving terminal on a 300-acre site along the Pacific Coast, north of Ensenada, Baja California, Mexico. SEI intends to develop the $400-million facility and related port 18
infrastructure, which will provide one bcf per day of natural gas, beginning in 2007. In the third quarter of 2002, SEI completed construction of the 140- mile Gasoducto Bajanorte Pipeline that connects the Rosarito Pipeline south of Tijuana, Mexico, with a pipeline being built by PG&E Corporation that will connect to Arizona. The 30-inch pipeline can deliver up to 500 million cubic feet per day of natural gas to new generation facilities in Baja California, including SER's Termoelectrica de Mexicali power plant discussed above. Capacity on the pipeline is fully subscribed. In December 1999, Sempra Atlantic Gas (SAG), a subsidiary of SEI, was awarded a 25-year franchise by the government of Nova Scotia to build and operate a natural gas distribution system. In September 2001, due to new conditions required by the government of Nova Scotia, SAG notified the government that it intended to surrender its natural gas distribution franchise. SAG recorded an after-tax expense of $25 million in 2001 related to the surrender of the franchise. Net income for SEI in 2002 was $26 million compared to net income of $25 million and $33 million for 2001 and 2000, respectively. Additional information concerning these and other aspects of SEI's operations is provided under "Management's Discussion and Analysis of Financial Condition and Results of Operations" and in Notes 3 and 15 of the notes to Consolidated Financial Statements in the 2002 Annual Report to Shareholders, which is incorporated by reference. SEMPRA ENERGY SOLUTIONS SES sells energy commodities and provides integrated energy-related products and services to commercial, industrial, government and institutional markets. In August 2000, SES purchased Connectiv Thermal Systems' 50-percent interests in Atlantic-Pacific Las Vegas and Atlantic-Pacific Glendale for $40 million, thereby acquiring full ownership of these companies. SES recorded net income of $21 million in 2002, compared to net income of $1 million and a net loss of $14 million in 2001 and 2000, respectively. Additional information concerning these and other aspects of SES's operations is provided under "Management's Discussion and Analysis of Financial Condition and Results of Operations" and in Notes 1 and 10 of the notes to Consolidated Financial Statements in the 2002 Annual Report to Shareholders, which is incorporated by reference. OTHER OPERATIONS Sempra Energy Financial (SEF) invests as a limited partner in affordable-housing properties. SEF's portfolio includes 1,300 properties throughout the United States, including Puerto Rico and the Virgin Islands. These investments are expected to provide income tax benefits (primarily from income tax credits) over 10-year periods. SEF also has invested in a limited partnership that produces synthetic 19
fuel from coal. SEF recorded net income of $36 million for 2002 and $28 million in each of 2001 and 2000. Whether SEF will invest in additional properties will depend on Sempra Energy's income-tax position. In February 2003, Sempra LNG Corp., a newly created subsidiary of Global, announced an agreement to acquire the proposed Hackberry, La., LNG project from a subsidiary of Dynegy, Inc. Sempra LNG Corp. initially will pay Dynegy $20 million, with additional payments contingent on the performance of the project. The project has received preliminary approval from the FERC and expects a final decision later this year. If the project is approved, Sempra LNG Corp. will build an LNG receiving facility capable of processing up to 1.5 bcf per day of natural gas. The total cost of the project is expected to be about $700 million. The project could begin commercial operations as early as 2007. RATES AND REGULATION -- CALIFORNIA UTILITIES Electric Industry Restructuring A flawed electric-industry restructuring plan, electricity supply/demand imbalances, and legislative and regulatory responses have significantly impacted the company's operations. Additional information on electric-industry restructuring is provided above under "Electric Operations," in "Management's Discussion and Analysis of Financial Condition and Results of Operations," and in Note 13 of the notes to Consolidated Financial Statements in the 2002 Annual Report to Shareholders, which is incorporated by reference. Natural Gas Industry Restructuring The natural gas industry in California experienced an initial phase of restructuring during the 1980s. In December 2001 the CPUC issued a decision adopting provisions affecting the structure of the natural gas industry in California, some of which could introduce additional volatility into the earnings of the California Utilities and other market participants. During 2002 the California Utilities filed a proposed implementation schedule and revised tariffs and rules required for implementation. However, protests of these compliance filings were filed, and the CPUC has not yet authorized implementation of most of the provisions of its decision. Additional information on natural gas industry restructuring is provided in "Management's Discussion and Analysis of Financial Condition and Results of Operations" and in Note 14 of the notes to Consolidated Financial Statements in the 2002 Annual Report to Shareholders, which is incorporated by reference. Balancing Accounts In general, earnings fluctuations from changes in the costs of natural gas and consumption levels for the majority of natural gas are eliminated through balancing accounts authorized by the CPUC. As a result of California's electric restructuring law, overcollections recorded in the electric balancing accounts were applied to transition cost recovery, and fluctuations in certain costs and consumption levels can now affect earnings from electric operations. In addition, fluctuations in certain costs and consumption levels affect earnings 20
from the California Utilities' natural gas operations. Additional information on balancing accounts is provided in "Management's Discussion and Analysis of Financial Condition and Results of Operations" and in Note 1 of the notes to Consolidated Financial Statements in the 2002 Annual Report to Shareholders, which is incorporated by reference. Biennial Cost Allocation Proceeding (BCAP) Rates to recover the changes in the cost of natural gas transportation services are determined in the BCAP. The mechanism in effect through the end of 2002 largely eliminated the effect on SoCalGas' income of variances in customer demand and natural gas transportation costs and is subject to the limitations of the Gas Cost Incentive Mechanism (GCIM) described below. In December 2002, the CPUC issued a decision approving 100 percent balancing account treatment for variances between forecast and actual for SoCalGas' noncore revenues and throughput. The change eliminates the impact on earnings from any throughput and revenue variances compared to adopted forecast levels, effective January 1, 2003. Additional information on the BCAP is provided in Note 14 of the notes to Consolidated Financial Statements in the 2002 Annual Report to Shareholders, which is incorporated by reference. Gas Cost Incentive Mechanism The GCIM is a process SoCalGas uses to evaluate its natural gas purchases, substantially replacing the previous process of reasonableness reviews. Additional information on the GCIM is provided in "Management's Discussion and Analysis of Financial Condition and Results of Operations" and in Note 14 of the notes to Consolidated Financial Statements in the 2002 Annual Report to Shareholders, which is incorporated by reference. Cost of Capital The authorized cost of capital is determined by an automatic adjustment mechanism based on changes in certain capital market indices. Additional information on the California Utilities' cost of capital is provided in "Management's Discussion and Analysis of Financial Condition and Results of Operations" and in Note 14 of the notes to Consolidated Financial Statements in the 2002 Annual Report to Shareholders, which is incorporated by reference. Performance-Based Regulation (PBR) To promote efficient operations and improved productivity and to move away from reasonableness reviews and disallowances, the CPUC adopted PBR for SDG&E effective in 1994 and for SoCalGas effective in 1997. PBR has resulted in modification to the general rate case and certain other regulatory proceedings for the California Utilities. Under PBR, regulators require future income potential to be tied to achieving or exceeding specific performance and productivity goals, rather than relying solely on expanding utility plant to increase earnings. The three areas that are eligible for PBR rewards are operational incentives based on measurements of safety, reliability and customer satisfaction; demand-side management (DSM) rewards based on the effectiveness of the programs; and natural gas procurement rewards. 21
Rewards resulting from PBR are not included in the company's earnings before they are approved by the CPUC. Additional information on the California Utilities' PBR mechanisms is provided in "Management's Discussion and Analysis of Financial Condition and Results of Operations" and in Note 14 of the notes to Consolidated Financial Statements in the 2002 Annual Report to Shareholders, which is incorporated by reference. ENVIRONMENTAL MATTERS Discussions about environmental issues affecting the company are included in Note 15 of the 2002 Annual Report to Shareholders, which is incorporated by reference. The following additional information should be read in conjunction with those discussions. Hazardous Substances In 1994, the CPUC approved the Hazardous Waste Collaborative Memorandum account, allowing California's IOUs to recover their hazardous waste cleanup costs, including those related to Superfund sites or similar sites requiring cleanup. Cleanup costs at sites related to electric generation were specifically excluded from the collaborative by the CPUC. Recovery of 90 percent of hazardous waste cleanup costs and related third-party litigation costs and 70 percent of the related insurance-litigation expenses is permitted. In addition, the company has the opportunity to retain a percentage of any insurance recoveries to offset the 10 percent of costs not recovered in rates. During the early 1900s, the California Utilities and their predecessors manufactured gas from coal or oil. The manufacturing sites often have become contaminated with the hazardous residual by-products of the process. SoCalGas has identified 42 such sites at which it (together with other users as to 21 of these sites) may have cleanup obligations. Preliminary investigations, at a minimum, have been completed on 41 of the sites. As of December 31, 2002, 22 of these sites have been remediated, of which 18 have received certification from the California Environmental Protection Agency (EPA). At December 31, 2002, SoCalGas' estimated remaining investigation and remediation liability for all of these sites is $43 million. SDG&E identified three former manufactured- gas plant sites, remediation of which was completed at two of the sites in 1998 and 2000. Closure letters have been received for the two sites. At December 31, 2002 estimated remaining remediation liability on the third site is $1.5 million. SDG&E sold its fossil-fuel generating facilities in 1999. As a part of its due diligence for the sale, SDG&E conducted a thorough environmental assessment of the facilities. Pursuant to the sale agreements for such facilities, SDG&E and the buyers have apportioned responsibility for such environmental conditions generally based on contamination existing at the time of transfer and the cleanup level necessary for the continued use of the sites as industrial sites. While the sites are relatively clean, the assessments identified some instances of significant contamination, principally resulting from hydrocarbon releases, for which SDG&E has a cleanup obligation under the agreement. Estimated costs to perform the necessary remediation are $11 million. These costs were offset against the sales price for the facilities, together with other appropriate costs, and the remaining 22
net proceeds were included in the calculation of customer rates. Remediation of the plants commenced in early 2001. During 2002, cleanup was completed at several minor sites at a cost of $0.4 million. In late 2002, additional assessments were started at the primary sites, where cleanup in expected to commence by the end of 2003 and be completed by 2005. The California Utilities lawfully dispose of wastes at permitted facilities owned and operated by other entities. Operations at these facilities may result in actual or threatened risks to the environment or public health. Under California law, businesses that arrange for legal disposal of wastes at a permitted facility from which wastes are later released, or threaten to be released, can be held financially responsible for corrective actions at the facility. The company and certain subsidiaries have been named as potentially responsible parties (PRPs) for two landfill sites and six industrial waste disposal sites, from which releases have occurred. Remedial actions and negotiations with other PRPs and the United States EPA have been in progress since 1986 and 1993 for the two landfill sites. The company's share of costs to remediate these sites is estimated to be $0.7 million for the first site and $10.4 million for the second site. Since 1987, $11.9 million has been spent ($6.5 million in 2002), including $6.4 million for two consent decrees to settle and liquidate all remaining liabilities at the second site. At December 31, 2002, the company's estimated remaining investigation and remediation liability related to hazardous waste sites, including the manufactured gas sites, was $45.6 million, of which 90 percent is authorized to be recovered through the Hazardous Waste Collaborative mechanism. This estimated cost excludes remediation costs associated with SDG&E's former fossil-fuel power plants. The company believes that any costs not ultimately recovered through rates, insurance or other means will not have a material adverse effect on the company's consolidated results of operations or financial position. Estimated liabilities for environmental remediation are recorded when amounts are probable and estimable. Amounts authorized to be recovered in rates under the Hazardous Waste Collaborative mechanism are recorded as a regulatory asset. Electric and Magnetic Fields (EMFs) Although scientists continue to research the possibility that exposure to EMFs causes adverse health effects, science has not demonstrated a cause-and-effect relationship between exposure to the type of EMFs emitted by power lines and other electrical facilities and adverse health effects. Some laboratory studies suggest that such exposure creates biological effects, but those effects have not been shown to be harmful. The studies that have most concerned the public are epidemiological studies, some of which have reported a weak correlation between the proximity of homes to certain power lines and equipment and childhood leukemia. Other epidemiological studies found no correlation between estimated exposure and any disease. Scientists cannot explain why some studies using estimates of past exposure report correlations between estimated EMF levels and disease, while others do not. 23
To respond to public concerns, the CPUC has directed California IOUs to adopt a low-cost EMF-reduction policy that requires reasonable design changes to achieve noticeable reduction of EMF levels that are anticipated from new projects. However, consistent with the major scientific reviews of the available research literature, the CPUC has indicated that no health risk has been identified. Air and Water Quality California's air quality standards are more restrictive than federal standards. However, as a result of the sale of the company's fossil- fuel generating facilities, the company's primary air-quality issue, compliance with these standards now has less significance to the company's operation, although that will change as SER constructs more generating facilities. The transmission and distribution of natural gas require the operation of compressor stations, which are subject to increasingly stringent air-quality standards. Costs to comply with these standards are recovered in rates. In connection with the issuance of operating permits, SDG&E and the other owners of SONGS reached agreement with the California Coastal Commission to mitigate the environmental damage to the marine environment attributed to the cooling-water discharge from SONGS Units 2 and 3. This mitigation program includes an enhanced fish-protection system, a 150-acre artificial reef and restoration of 150 acres of coastal wetlands. In addition, the owners must deposit $3.6 million with the state for the enhancement of fish hatchery programs and pay for monitoring and oversight of the mitigation projects. SDG&E's share of the cost is estimated to be $34.8 million. These mitigation projects are expected to be completed by 2007. Through December 31, 2003, SONGS mitigation costs are recovered through the Incremental Cost Incentive Pricing mechanism. Costs thereafter are anticipated to be recovered in customer rates. OTHER MATTERS Research, Development and Demonstration (RD&D) The SoCalGas RD&D portfolio is focused in five major areas: operations, utilization systems, power generation, public interest and transportation. Each of these activities provides benefits to customers and society by providing more cost-effective, efficient natural gas equipment with lower emissions, increased safety, and reduced environmental mitigation and other operating costs. The CPUC has authorized SoCalGas to recover its operating costs associated with RD&D. SoCalGas' annual RD&D costs have averaged $5.9 million over the past three years. For 2002, the CPUC authorized SDG&E to fund $1.2 million and $4.0 million for its natural gas and electric RD&D programs, respectively, which includes $3.9 million to the CEC for its PIER (Public Interest Energy Research) Program. SDG&E co-funded several of these projects with the CEC. SDG&E's annual RD&D costs have averaged $4.4 million over the past three years. 24
Employees of Registrant As of December 31, 2002 the company had 12,197 employees, compared to 11,511 at December 31, 2001. Labor Relations Field, technical and most clerical employees at SoCalGas are represented by the Utility Workers' Union of America or the International Chemical Workers' Council. The new collective bargaining agreement for field, technical and most clerical employees at SoCalGas has been negotiated. The new agreement on wages, hours and working conditions is in effect through December 31, 2004, and the agreement covering medical, dental and vision benefits is in effect through December 31, 2003. At December 31, 2002, the agreement covering the pension plan, savings plan and life insurance expired. The company and the union have agreed to two successive one-month extensions with the last extension to expire on February 28, 2003. Negotiations are continuing and an agreement is expected in the next several weeks. Certain employees at SDG&E are represented by the Local 465 International Brotherhood of Electrical Workers. The current contract runs through August 31, 2004. At some of its field operations job sites Sempra Energy Solutions employs facilities mechanics who are represented by the International Union of Operating Engineers, Local 501. One Collective Bargaining Agreement runs through July 7, 2003 and another expires on November 1, 2006. The company has stock-based compensation plans that permit a wide variety of stock-based awards, including nonqualified stock options, incentive stock options, restricted stock, stock appreciation rights, performance awards, stock payments and dividend equivalents. 25
The following data is as of December 31, 2002. Number of additional securities Number of Weighted- remaining securities to average available for be issued upon exercise future issuance exercise of price of under equity outstanding outstanding compensation options options plans - ----------------------------------------------------------------------- Equity compensation plans approved by security holders: Officers and key employees plan 15,601,052 $ 22.15 2,419,851* Board of directors Plan 490,000 24.71 1,005,000 ------------- ---------------- 16,091,052 3,424,851 Equity compensation plans not approved by security holders -- -- 8,825,380 ------------- ---------------- 16,091,052 12,250,231 - ----------------------------------------------------------------------- *Increasing annually by an amount substantially equal to 1.5 percent of the company's outstanding shares at the beginning of the year. See additional discussion of stock-based compensation in Note 9 of the notes to Consolidated Financial Statements of the 2002 Annual Report to Shareholders, which is incorporated by reference. 26
ITEM 2. PROPERTIES Electric Properties SDG&E's generating capacity is described in "Electric Resources" herein. At December 31, 2002, SDG&E's electric transmission and distribution facilities included substations, and overhead and underground lines. The electric facilities are located in San Diego, Imperial and Orange counties and in Arizona, and consist of 1,802 miles of transmission lines and 21,095 miles of distribution lines. Periodically, various areas of the service territory require expansion to accommodate customer growth. Natural Gas Properties At December 31, 2002, the California Utilities' natural gas facilities included approximately 3,012 miles of transmission and storage pipeline, 53,798 miles of distribution pipeline and 51,294 miles of service piping. They also included 13 transmission compressor stations and 4 underground storage reservoirs, with a combined working capacity of 118 bcf. At December 31 2002, SEI's operations in Mexico included 1,092 miles of distribution pipeline, 163 miles of transmission pipeline and 1 compressor station. At December 31 2002, the company's two small natural gas utilities located in the eastern United States owned approximately 166 miles of transmission lines and 201 miles of distribution lines. Other Properties The 21-story corporate headquarters building at 101 Ash Street, San Diego is occupied pursuant to a capital lease with an original term through 2005. The lease has four separate five-year renewal options. SoCalGas has a 15-percent limited partnership interest in a 52-story office building in downtown Los Angeles. SoCalGas leases approximately half of the building through 2011. The lease has six separate five-year renewal options. SDG&E occupies an office complex in San Diego pursuant to an operating lease ending in 2007. The lease can be renewed for two five-year periods. At December 31, 2002, Sempra Energy had other power plants under construction in Arizona, California and Mexico. For additional information, see Note 15 of the notes to Consolidated Financial Statements of the 2002 Annual Report to Shareholders, which is incorporated by reference from Item 8 herein. The company owns or leases other offices, operating and maintenance centers, shops, service facilities and equipment necessary in the conduct of its business. 27
ITEM 3. LEGAL PROCEEDINGS Except for the matters referred to in the financial statements incorporated by reference in Item 8 or referred to elsewhere in Management's Discussion and Analysis of Financial Condition and Results of Operations or the notes to Consolidated Financial Statements incorporated by reference in this Annual Report, the company is not party to, nor is its property the subject of, any material pending legal proceedings other than routine litigation incidental to their businesses. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS None PART II ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS Common stock of Sempra Energy is traded on the New York and Pacific stock exchanges. At January 31, 2003, there were 63,000 registered holders of the company's common stock and a total of 176,000 record holders. The quarterly common stock information required by Item 5 is included in the schedule of Quarterly Financial Data of the 2002 Annual Report to Shareholders, which is incorporated by reference. ITEM 6. SELECTED FINANCIAL DATA
This data should be read in conjunction with the Consolidated Financial Statements and the notes to Consolidated Financial Statements contained in the 2002 Annual Report to Shareholders, which is incorporated by reference. ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The information required by Item 7 is incorporated by reference from pages 1 through 32 of the 2002 Annual Report to Shareholders. ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK The information required by Item 7A is incorporated by reference from pages 27 through 30 of the 2002 Annual Report to Shareholders. ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA The information required by Item 8 is incorporated by reference from pages 36 through 103 of the 2002 Annual Report to Shareholders. Item 15(a)1 includes a listing of financial statements included in the 2002 Annual Report to Shareholders. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES None. 29
PART III ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT The information required on Identification of Directors is incorporated by reference from "Election of Directors" in the Proxy Statement prepared for the May 2003 annual meeting of shareholders. The information required on the company's executive officers is provided below. EXECUTIVE OFFICERS OF THE REGISTRANT Name Age* Position - --------------------------------------------------------------------- Stephen L. Baum 61 Chairman, Chief Executive Officer and President Donald E. Felsinger 55 Group President, Sempra Energy Global Enterprises Edwin A. Guiles 53 Group President, Sempra Energy Utilities John R. Light 61 Executive Vice President and General Counsel Neal E. Schmale 56 Executive Vice President and Chief Financial Officer Frank H. Ault 58 Senior Vice President and Controller Frederick E. John 56 Senior Vice President, External Affairs and Communications G. Joyce Rowland 48 Senior Vice President, Human Resources * As of December 31, 2002. Each Executive Officer has been an officer of the company or one of its subsidiaries for more than five years, with the exception of Mr. Light. Prior to joining the company in 1998, Mr. Light was a partner in the law firm of Latham & Watkins. ITEM 11. EXECUTIVE COMPENSATION The information required by Item 11 is incorporated by reference from "Election of Directors" and "Executive Compensation" in the Proxy Statement prepared for the May 2003 annual meeting of shareholders. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The information required by Item 12 is incorporated by reference from "Share Ownership" in the Proxy Statement prepared for the May 2003 annual meeting of shareholders. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS. None. 30
ITEM 14. CONTROLS AND PROCEDURES. The company has designed and maintains disclosure controls and procedures to ensure that information required to be disclosed in the company's reports under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission and is accumulated and communicated to the company's management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating these controls and procedures, management recognizes that any system of controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired objectives and necessarily applies judgment in evaluating the cost-benefit relationship of other possible controls and procedures. In addition, the company has investments in unconsolidated entities that it does not control or manage and, consequently, its disclosure controls and procedures with respect to these entities are necessarily substantially more limited than those it maintains with respect to its consolidated subsidiaries. Under the supervision and with the participation of management, including the Chief Executive Officer and the Chief Financial Officer, the company within 90 days prior to the date of this report has evaluated the effectiveness of the design and operation of the company's disclosure controls and procedures. Based on that evaluation, the company's Chief Executive Officer and Chief Financial Officer have concluded that the controls and procedures are effective. There have been no significant changes in the company's internal controls or in other factors that could significantly affect the internal controls subsequent to the date the company completed its evaluation. 31
PART IV ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K (a) The following documents are filed as part of this report: 1. Financial statements Page in Annual Report* Statement of Management Responsibility for Consolidated Financial Statements. . . . . . . . . . . 34 Independent Auditors' Report . . . . . . . . . . . . . . 35 Statements of Consolidated Income for the years ended December 31, 2002, 2001 and 2000 . . . . . . . . 37 Consolidated Balance Sheets at December 31, 2002 and 2001. . . . . . . . . . . . . . . . . . . . . 38 Statements of Consolidated Cash Flows for the years ended December 31, 2002, 2001 and 2000 . . . . . 40 Statements of Consolidated Changes in Shareholders' Equity for the years ended December 31, 2002, 2001 and 2000 . . . . . . . . . . . 42 Notes to Consolidated Financial Statements . . . . . . . 43 *Incorporated by reference from the indicated pages of the 2002 Annual Report to Shareholders. 2. Financial statement schedules The following document may be found in this report at the indicated page number. Schedule I--Condensed Financial Information of Parent. . 35 Any other schedules for which provision is made in Regulation S-X are not required under the instructions contained therein or are inapplicable. 32
3. Exhibits See Exhibit Index on page 38 of this report. (b) Reports on Form 8-K The following reports on Form 8-K were filed after September 30, 2002: Current Report on Form 8-K filed October 25, 2002, filing as an exhibit Sempra Energy's press release of October 22, 2002, giving the financial results for the three-month period ended September 30, 2002. Current Report on Form 8-K filed February 21, 2003, filing as an exhibit Sempra Energy's press release of February 20, 2003, giving the financial results for the three-month period ended December 31, 2002. 33
INDEPENDENT AUDITORS' CONSENT AND REPORT ON SCHEDULE To the Board of Directors and Shareholders of Sempra Energy: We consent to the incorporation by reference in Registration Statement Numbers 333-51309, 333-52192, 333-77843 and 333-70640 on Form S-3 and Registration Statement Numbers 333-56161, 333-50806 and 333-49732 on Form S-8 of Sempra Energy of our report dated February 14, 2003, incorporated by reference in this Annual Report on Form 10-K of Sempra Energy for the year ended December 31, 2002. Our audits of the financial statements referred to in our aforementioned report also included the financial statement schedule of Sempra Energy, listed in Item 15. This financial statement schedule is the responsibility of the company's management. Our responsibility is to express an opinion based on our audits. In our opinion, such financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein. /S/ DELOITTE & TOUCHE LLP San Diego, California February 25, 2003 34
Schedule I -- CONDENSED FINANCIAL INFORMATION OF PARENT
SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized. SEMPRA ENERGY By: /s/ Stephen L. Baum Stephen L. Baum Chairman, Chief Executive Officer and President Pursuant to the requirements of the Securities Exchange Act of 1934, this report is signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated.
EXHIBIT INDEX The Forms 8, 8-B/A, 8-K, S-4, 10-K and 10-Q referred to herein were filed under Commission File Number 1-14201 (Sempra Energy), Commission File Number 1-40 (Pacific Enterprises), Commission File Number 1-3779 (San Diego Gas & Electric), Commission File Number 1-1402 (Southern California Gas Company), Commission File Number 1-11439 (Enova Corporation) and/or Commission File Number 333-30761 (SDG&E Funding LLC). 3.a The following exhibits relate to Sempra Energy and its subsidiaries Exhibit 1 -- Underwriting Agreements Enova Corporation and San Diego Gas & Electric Company - ------------------------------------------------------ 1.01 Underwriting Agreement dated December 4, 1997 (Incorporated by reference from Form 8-K filed by SDG&E Funding LLC on December 23, 1997 (Exhibit 1.1)). Exhibit 3 -- Bylaws and Articles of Incorporation Bylaws Sempra Energy - ------------- 3.01 Amended and Restated Bylaws of Sempra Energy effective May 26, 1998 (Incorporated by reference from the Registration Statement on Form S-8 Sempra Energy Registration No. 333-56161 dated June 5, 1998 (Exhibit 3.2)). Articles of Incorporation Sempra Energy - ------------- 3.02 Amended and Restated Articles of Incorporation of Sempra Energy (Incorporated by reference to the Registration Statement on Form S-3 File No. 333-51309 dated April 29, 1998, Exhibit 3.1). Exhibit 4 -- Instruments Defining the Rights of Security Holders, Including Indentures The company agrees to furnish a copy of each such instrument to the Commission upon request. Enova Corporation and San Diego Gas & Electric Company - ------------------------------------------------------ 4.01 Mortgage and Deed of Trust dated July 1, 1940. (Incorporated by reference from SDG&E Registration No. 2-49810, Exhibit 2A.) 4.02 Second Supplemental Indenture dated as of March 1, 1948. (Incorporated by reference from SDG&E Registration No. 2-49810, Exhibit 2C.) 38
4.03 Ninth Supplemental Indenture dated as of August 1, 1968. (Incorporated by reference from SDG&E Registration No. 2-68420, Exhibit 2D.) 4.04 Tenth Supplemental Indenture dated as of December 1, 1968. (Incorporated by reference from SDG&E Registration No. 2-36042, Exhibit 2K.) 4.05 Sixteenth Supplemental Indenture dated August 28, 1975. (Incorporated by reference from SDG&E Registration No. 2-68420, Exhibit 2E.) 4.06 Thirtieth Supplemental Indenture dated September 28, 1983. (Incorporated by reference from SDG&E Registration No. 33-34017, Exhibit 4.3.) Pacific Enterprises and Southern California Gas - ----------------------------------------------- 4.07 First Mortgage Indenture of Southern California Gas Company to American Trust Company dated as of October 1, 1940 (Registration Statement No. 2-4504 filed by Southern California Gas Company on September 16, 1940; Exhibit B-4). 4.08 Supplemental Indenture of Southern California Gas Company to American Trust Company dated as of July 1, 1947 (Registration Statement No. 2-7072 filed by Southern California Gas Company on March 15, 1947; Exhibit B-5). 4.09 Supplemental Indenture of Southern California Gas Company to American Trust Company dated as of August 1, 1955 (Registration Statement No. 2-11997 filed by Pacific Lighting Corporation on October 26, 1955; Exhibit 4.07). 4.10 Supplemental Indenture of Southern California Gas Company to American Trust Company dated as of June 1, 1956 (Registration Statement No. 2-12456 filed by Southern California Gas Company on April 23, 1956; Exhibit 2.08). 4.11 Supplemental Indenture of Southern California Gas Company to Wells Fargo Bank, National Association dated as of August 1, 1972 (Registration Statement No. 2-59832 filed by Southern California Gas Company on September 6, 1977; Exhibit 2.19). 4.12 Supplemental Indenture of Southern California Gas Company to Wells Fargo Bank, National Association dated as of May 1, 1976 (Registration Statement No. 2-56034 filed by Southern California Gas Company on April 14, 1976; Exhibit 2.20). 4.13 Supplemental Indenture of Southern California Gas Company to Wells Fargo Bank, National Association dated as of September 15, 1981 (Pacific Enterprises 1981 Form 10-K; Exhibit 4.25). 4.14 Supplemental Indenture of Southern California Gas Company to Manufacturers Hanover Trust Company of California, successor to Wells Fargo Bank, National Association, and Crocker National Bank as Successor Trustee dated as of May 18, 1984 (Southern California Gas Company 1984 Form 10-K; Exhibit 4.29). 39
4.15 Supplemental Indenture of Southern California Gas Company to Bankers Trust Company of California, N.A., successor to Wells Fargo Bank, National Association dated as of January 15, 1988 (Pacific Enterprises 1987 Form 10-K; Exhibit 4.11). 4.16 Supplemental Indenture of Southern California Gas Company to First Trust of California, National Association, successor to Bankers Trust Company of California, N.A. dated as of August 15, 1992 (Registration Statement No. 33-50826 filed by Southern California Gas Company on August 13, 1992; Exhibit 4.37). 4.17 Supplemental Indenture of Southern California Gas Company to U.S. Bank, N.A., successor to First Trust of California, N.A., dated as of October 1, 2002. Exhibit 10 -- Material Contracts (Previously filed exhibits are incorporated by reference from Forms 8-K, S-4, 10-K or 10-Q as referenced below). Sempra Energy - ------------- 10.01 Energy Purchase Agreement between Sempra Energy Resources and the California Department of Water Resources, executed May 4, 2001 (2001 Form 10-K Exhibit 10.01). 10.02 Form of Employment Agreement between Sempra Energy and Stephen L. Baum (Form 10-Q for the three months ended September 30, 2002, Exhibit 10.1). 10.03 Amendment to Employment Agreement, effective December 1, 1998. (Employment agreement, dated as of October 12, 1996 between Mineral Energy Company and Stephen L. Baum (Enova 8-K filed October 15, 1996, Exhibit 10.2)) 10.04 Form of Employment Agreement between Sempra Energy and Donald E. Felsinger (Form 10-Q for the three months ended September 30, 2002, Exhibit 10.2). 10.05 Amendment to Employment Agreement effective December 1, 1998. (Employment contract, dated as of October 12, 1996 between Mineral Energy Company and Donald E. Felsinger (Enova 8-K filed October 15, 1996, Exhibit 10.4)) Enova Corporation and San Diego Gas & Electric Company - ------------------------------------------------------ 10.06 Restated Letter Agreement between San Diego Gas & Electric Company and the California Department of Water Resources dated April 5, 2001 (2001 Form 10-K Exhibit 10.04). 10.07 Transition Property Purchase and Sale Agreement dated December 16, 1997 (Incorporated by reference from Form 8-K filed by SDG&E Funding LLC on December 23, 1997 (Exhibit 10.1)). 10.08 Transition Property Servicing Agreement dated December 16, 1997 (Incorporated by reference from Form 8-K filed by SDG&E Funding LLC on December 23, 1997 (Exhibit 10.2)). 40
Compensation Sempra Energy - ------------- 10.09 Sempra Energy Executive Incentive Plan effective January 1, 2003. 10.10 Amended Sempra Energy Retirement Plan for Directors. 10.11 Amended and Restated Sempra Energy Deferred Compensation and Excess Savings Plan (Form 10-Q for the three months ended September 30, 2002, Exhibit 10.3). 10.12 Form of Sempra Energy Severance Pay Agreement for Executives (2001 Form 10-K Exhibit 10.07). 10.13 Sempra Energy Executive Security Bonus Plan effective January 1, 2001 (2001 Form 10-K Exhibit 10.08). 10.14 Sempra Energy Deferred Compensation and Excess Savings Plan effective January 1, 2000 (2000 Form 10-K Exhibit 10.07). 10.15 Sempra Energy 1998 Long Term Incentive Plan (Incorporated by reference from the Registration Statement on Form S-8 Sempra Energy Registration No. 333-56161 dated June 5, 1998 (Exhibit 4.1)). 10.16 Sempra Energy 1998 Non-Employee Directors' Stock Plan (Incorporated by reference from the Registration Statement on Form S-8 Sempra Energy Registration No. 333-56161 dated June 5, 1998 (Exhibit 4.2)). Pacific Enterprises/Southern California Gas Company - --------------------------------------------------- 10.17 Pacific Enterprises Employee Stock Ownership Plan and Trust Agreement as amended effective October 1, 1992 (Pacific Enterprises 1992 Form 10-K Exhibit 10.18). Financing Enova Corporation and San Diego Gas & Electric - ---------------------------------------------- 10.18 Loan agreement with the City of Chula Vista in connection with the issuance of $25 million of Industrial Development Bonds, dated as of October 1, 1997 (Enova 1997 Form 10-K Exhibit 10.34). 10.19 Loan agreement with the City of Chula Vista in connection with the issuance of $38.9 million of Industrial Development Bonds, dated as of August 1, 1996 (Enova 1996 Form 10-K Exhibit 10.31). 41
10.20 Loan agreement with the City of Chula Vista in connection with the issuance of $60 million of Industrial Development Bonds, dated as of November 1, 1996 (Enova 1996 Form 10-K Exhibit 10.32). 10.21 Loan agreement with City of San Diego in connection with the issuance of $57.7 million of Industrial Development Bonds, dated as of June 1, 1995 (June 30, 1995 SDG&E Form 10-Q Exhibit 10.3). 10.22 Loan agreement with the City of San Diego in connection with the issuance of $92.9 million of Industrial Development Bonds 1993 Series C dated as of July 1, 1993 (June 30, 1993 SDG&E Form 10-Q Exhibit 10.2). 10.23 Loan agreement with the City of San Diego in connection with the issuance of $70.8 million of Industrial Development Bonds 1993 Series A dated as of April 1, 1993 (March 31, 1993 SDG&E Form 10-Q Exhibit 10.3). 10.24 Loan agreement with the City of San Diego in connection with the issuance of $118.6 million of Industrial Development Bonds dated as of September 1, 1992 (Sept. 30, 1992 SDG&E Form 10-Q Exhibit 10.1). 10.25 Loan agreement with the City of Chula Vista in connection with the issuance of $250 million of Industrial Development Bonds, dated as of December 1, 1992 (1992 SDG&E Form 10-K Exhibit 10.5). 10.26 Loan agreement with the California Pollution Control Financing Authority in connection with the issuance of $129.82 million of Pollution Control Bonds, dated as of June 1, 1996 (Enova 1996 Form 10-K Exhibit 10.41). 10.27 Loan agreement with the California Pollution Control Financing Authority in connection with the issuance of $60 million of Pollution Control Bonds dated as of June 1, 1993 (June 30, 1993 SDG&E Form 10-Q Exhibit 10.1). 10.28 Loan agreement with the California Pollution Control Financing Authority, dated as of December 1, 1991, in connection with the issuance of $14.4 million of Pollution Control Bonds (1991 SDG&E Form 10-K Exhibit 10.11). Natural Gas Transportation Enova Corporation and San Diego Gas & Electric - ---------------------------------------------- 10.29 Amendment to Firm Transportation Service Agreement, dated December 2, 1996, between Pacific Gas and Electric Company and San Diego Gas & Electric Company (1997 Enova Corporation Form 10-K Exhibit 10.58). 42
10.30 Firm Transportation Service Agreement, dated December 31, 1991 between Pacific Gas and Electric Company and San Diego Gas & Electric Company (1991 SDG&E Form 10-K Exhibit 10.7). 10.31 Firm Transportation Service Agreement, dated October 13, 1994 between Pacific Gas Transmission Company and San Diego Gas & Electric Company (1997 Enova Corporation Form 10-K Exhibit 10.60). Nuclear Enova Corporation and San Diego Gas & Electric - ---------------------------------------------- 10.32 Uranium enrichment services contract between the U.S. Department of Energy (DOE assigned its rights to the U.S. Enrichment Corporation, a U.S. government-owned corporation, on July 1, 1993) and Southern California Edison Company, as agent for SDG&E and others; Contract DE-SC05-84UEO7541, dated November 5, 1984, effective June 1, 1984, as amended (1991 SDG&E Form 10-K Exhibit 10.9). 10.33 Nuclear Facilities Qualified CPUC Decommissioning Master Trust Agreement for San Onofre Nuclear Generating Station, approved November 25, 1987 (1992 SDG&E Form 10-K Exhibit 10.7). 10.34 Amendment No. 1 to the Qualified CPUC Decommissioning Master Trust Agreement dated September 22, 1994 (see Exhibit 10.33 herein)(1994 SDG&E Form 10-K Exhibit 10.56). 10.35 Second Amendment to the San Diego Gas & Electric Company Nuclear Facilities Qualified CPUC Decommissioning Master Trust Agreement for San Onofre Nuclear Generating Station (see Exhibit 10.33 herein)(1994 SDG&E Form 10-K Exhibit 10.57). 10.36 Third Amendment to the San Diego Gas & Electric Company Nuclear Facilities Qualified CPUC Decommissioning Master Trust Agreement for San Onofre Nuclear Generating Station (see Exhibit 10.33 herein)(1996 SDG&E Form 10-K Exhibit 10.59). 10.37 Fourth Amendment to the San Diego Gas & Electric Company Nuclear Facilities Qualified CPUC Decommissioning Master Trust Agreement for San Onofre Nuclear Generating Station (see Exhibit 10.33 herein)(1996 SDG&E Form 10-K Exhibit 10.60). 10.38 Fifth Amendment to the San Diego Gas & Electric Company Nuclear Facilities Qualified CPUC Decommissioning Master Trust Agreement for San Onofre Nuclear Generation Station (see Exhibit 10.33 herein)(1999 SDG&E Form 10-K Exhibit 10.26). 10.39 Sixth Amendment to the San Diego Gas & Electric Company Nuclear Facilities Qualified CPUC Decommissioning Master Trust Agreement for San Onofre Nuclear Generating Station (see Exhibit 10.33 herein)(1999 SDG&E Form 10-K Exhibit 10.27). 43
10.40 Nuclear Facilities Non-Qualified CPUC Decommissioning Master Trust Agreement for San Onofre Nuclear Generating Station, approved November 25, 1987 (1992 SDG&E Form 10-K Exhibit 10.8). 10.41 First Amendment to the San Diego Gas & Electric Company Nuclear Facilities Non-Qualified CPUC Decommissioning Master Trust Agreement for San Onofre Nuclear Generating Station (see Exhibit 10.40 herein)(1996 Form 10-K Exhibit 10.62). 10.42 Second Amendment to the San Diego Gas & Electric Company Nuclear Facilities Non-Qualified CPUC Decommissioning Master Trust Agreement for San Onofre Nuclear Generating Station (see Exhibit 10.40 herein)(1996 Form 10-K Exhibit 10.63). 10.43 Third Amendment to the San Diego Gas & Electric Company Nuclear Facilities Non-Qualified CPUC Decommissioning Master Trust Agreement for San Onofre Nuclear Generating Station (see Exhibit 10.40 herein)(1999 SDG&E Form 10-K Exhibit 10.31). 10.44 Fourth Amendment to the San Diego Gas & Electric Company Nuclear Facilities Non-Qualified CPUC Decommissioning Master Trust Agreement for San Onofre Nuclear Generating Station (see Exhibit 10.40 herein)(1999 SDG&E Form 10-K Exhibit 10.32). 10.45 Second Amended San Onofre Agreement among Southern California Edison Company, SDG&E, the City of Anaheim and the City of Riverside, dated February 26, 1987 (1990 SDG&E Form 10-K Exhibit 10.6). 10.46 U. S. Department of Energy contract for disposal of spent nuclear fuel and/or high-level radioactive waste, entered into between the DOE and Southern California Edison Company, as agent for SDG&E and others; Contract DE-CR01-83NE44418, dated June 10, 1983 (1988 SDG&E Form 10-K Exhibit 10N). Exhibit 12 -- Statement re: Computation of Ratios 12.01 Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends for the years ended December 31, 2002, 2001, 2000, 1999 and 1998. Exhibit 13 -- Annual Report to Security Holders 13.01 Sempra Energy 2002 Annual Report to Shareholders. (Such report, except for the portions thereof which are expressly incorporated by reference in this Annual Report, is furnished for the information of the Securities and Exchange Commission and is not to be deemed "filed" as part of this Annual Report). Exhibit 21 -- Subsidiaries 21.01 Schedule of Significant Subsidiaries at December 31, 2002. Exhibit 23 -- Independent Auditors' Consent, page 34. 44
GLOSSARY (including terms used in the sections of the 2002 Annual Report to Shareholders incorporated herein by reference) AB X1 A California Assembly bill authorizing the California Department of Water Resources to purchase energy for California consumers. AB California Assembly Bill AFUDC Allowance for Funds Used During Construction ALJ Administrative Law Judge BCAP Biennial Cost Allocation Proceeding Bcf Billion Cubic Feet (of natural gas) CA/AZ California/Arizona CEC California Energy Commission CFTC Commodity Futures Trading Commission COS Cost of Service CPUC California Public Utilities Commission DA Direct Access DGN Distribuidora de Gas Natural DOE Department of Energy DSM Demand Side Management DWR Department of Water Resources Edison Southern California Edison Company EITF Emerging Issues Task Force Elk Hills Elk Hills Power Plant EMFs Electric and Magnetic Fields Energia Chilquinta Energia S.A. Enova Enova Corporation ERMG Energy Risk Management Group EPA Environmental Protection Agency ESOP Employee Stock Ownership Plan FASB Financial Accounting Standards Board 45
FERC Federal Energy Regulatory Commission FIN FASB Interpretation GCIM Gas Cost Incentive Mechanism Global Sempra Energy Global Enterprises ICIP Incremental Cost Incentive Pricing Mechanism Intertie Pacific Intertie IOUs Investor-Owned Utilities ISO Independent System Operator kWh Kilowatt Hour LIBOR London Interbank Offer Rate LIFO Last-in, first-out inventory costing method LNG Liquefied Natural Gas Luz Luz del Sur S.A.A. mmbtu Million British Thermal Units (of natural gas) MOU Memorandum of Understanding mW Megawatt NRC Nuclear Regulatory Commission Occidental Occidental Energy Ventures Corporation ORA Office of Ratepayer Advocates OTC Over the counter PBR Performance-Based Ratemaking/Regulation PE Pacific Enterprises PG&E Pacific Gas and Electric Company PGA Purchased Gas Balancing Account PGE Portland General Electric Company PRP Potentially Responsible Party PSEG Public Service Enterprise Group PX Power Exchange QFs Qualifying Facilities 46
QUIPS Quarterly Income Preferred Securities RD&D Research, Development and Demonstration ROE Return on Equity ROR Rate of Return S&P Standard & Poor's SAG Sempra Atlantic Gas SB California Senate Bill SDG&E San Diego Gas & Electric Company SEC Securities and Exchange Commission SEF Sempra Energy Financial SEI Sempra Energy International SER Sempra Energy Resources SES Sempra Energy Solutions SET Sempra Energy Trading SFAS Statement of Financial Accounting Standards SoCalGas Southern California Gas Company SONGS San Onofre Nuclear Generating Station Southwest Powerlink A transmission line connecting San Diego to Phoenix and intermediate points. TCBA Transition Cost Balancing Account TURN The Utility Reform Network UEG Utility Electric Generation VaR Value at Risk 47
CERTIFICATIONS I, Stephen L. Baum, certify that: 1. I have reviewed this Annual Report on Form 10-K of Sempra Energy; 2. Based on my knowledge, this Annual Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Annual Report; 3. Based on my knowledge, the financial statements and other financial information included in this Annual Report fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this Annual Report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this Annual Report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this Annual Report (the "Evaluation Date"); and c) presented in this Annual Report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officers and I have indicated in this Annual Report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. February 26, 2003 /s/ Stephen L. Baum Stephen L. Baum Chief Executive Officer 48
I, Neal E. Schmale, certify that: 1. I have reviewed this Annual Report on Form 10-K of Sempra Energy; 2. Based on my knowledge, this Annual Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Annual Report; 3. Based on my knowledge, the financial statements and other financial information included in this Annual Report fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this Annual Report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this Annual Report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this Annual Report (the "Evaluation Date"); and c) presented in this Annual Report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officers and I have indicated in this Annual Report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. February 26, 2003 /s/ Neal E. Schmale Neal E. Schmale Chief Financial Officer 49
SOUTHERN CALIFORNIA GAS
COMPANY
TO
U.S. BANK, N.A.
(successor by merger to U.S. Bank Trust National Association,
formerly known as First Trust of California, National Association)
TRUSTEE
SUPPLEMENTAL INDENTURE
To Base Indenture dated October 1, 1940
Dated as of October 1, 2002
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TABLE OF CONTENTS
PAGE
PARTIES 1
RECITALS: 1
Execution of Base Indenture and Supplements thereto 1
Recording of Base Indenture and Supplements thereto 1
Bonds heretofore issued 2
Creation of First Mortgage Bonds, Series GG, due 2012... 2
Lien on After Acquired Property 2
Purpose of Supplemental Indenture 2
Fulfillment of Conditions Precedent 3
GRANTING CLAUSES: 3
Real Property in California counties specified in Schedule A 4
Plant, system and utilities in specified counties and elsewhere 4
Other properties now or hereafter owned 4
Excepted properties 5
HABENDUM AND DECLARATION OF TRUST 5
ARTICLE I AMOUNT, FORM, NUMBERING, DENOMINATION,
TRANSFER AND EXCHANGE OF SERIES GG BONDS, DUE 2012 5
SECTION 1.01. AUTHORIZED AMOUNT OF SERIES GG BONDS, DUE 2012 5
SECTION 1.02. SERIES GG BONDS, DUE 2012; ISSUABLE AS FULLY
REGISTERED BONDS 5
SECTION 1.03. GLOBAL SECURITIES 6
SECTION 1.04. FORM OF LEGEND FOR GLOBAL SECURITY 7
SECTION 1.05. FORM OF REGISTERED BONDS AND CERTIFICATE 8
SECTION 1.06. OTHER PROVISIONS AND ENDORSEMENTS 8
SECTION 1.07. DENOMINATIONS; NUMBER 8
SECTION 1.08. EXCHANGEABILITY OF SERIES GG BONDS, DUE 2012 8
SECTION 1.09. OFFICES OR AGENCIES FOR PAYMENT, REGISTRATION,
TRANSFER AND EXCHANGE OF SERIES GG BONDS, DUE 2012 8
SECTION 1.10. CERTAIN CONDITIONS AS TO TRANSFER, ETC.,
OF SERIES GG BONDS, DUE 2012 8
ARTICLE II INTEREST, MATURITY DATE, REDEMPTION AND CERTAIN OTHER
PROVISIONS OF SERIES GG BONDS, DUE 2012 9
SECTION 2.01. INTEREST RATE, MATURITY DATE AND PLACES
AND MEDIUM OF PAYMENT OF SERIES GG BONDS, DUE 2012 9
SECTION 2.02. REDEMPTION OF SERIES GG BONDS, DUE 2012 9
SECTION 2.03. CANCELLATION OF SERIES GG BONDS, DUE 2012 9
SECTION 2.04. OTHER PROVISIONS OF SERIES GG BONDS, DUE 2012 9
SECTION 2.05. RENEWAL FUND FOR SERIES GG BONDS, DUE 2012 9
SECTION 2.06. DEFEASANCE OF SERIES GG BONDS, DUE 2012 9
ARTICLE III SUNDRY PROVISIONS 11
SECTION 3.01. TRUSTEE NOT RESPONSIBLE FOR RECITALS;
RECORDATION OF SUPPLEMENTAL INDENTURE AS REQUIRED BY LAW 11
SECTION 3.02. DATE OF SUPPLEMENTAL INDENTURE AND
SERIES GG BONDS, DUE 2012, ARE DATES OF IDENTIFICATION 11
SECTION 3.03. SUPPLEMENTAL INDENTURE DEEMED TO BE PART
OF BASE INDENTURE 11
SECTION 3.04. TRUSTEE ACCEPTS TRUSTS ON SAME TERMS
EXPRESSED IN BASE INDENTURE 11
SECTION 3.05. EXECUTION OF SUPPLEMENTAL INDENTURE IN
COUNTERPARTS 11
SECTION 3.06. DEFINED TERMS 12
SECTION 3.07. CONFLICTING PROVISIONS 12
SECTION 3.08. GOVERNING LAW. 12
SECTION 3.09. OTHER SUNDRY PROVISIONS. 12
TESTIMONIUM 1
SIGNATURES AND SEALS 1
SCHEDULE A 1
EXHIBIT A 1
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THIS SUPPLEMENTAL INDENTURE, dated as of October 1, 2002 (this
"Supplemental Indenture"), is made and entered into in the City of Los
Angeles, State of California by and between SOUTHERN CALIFORNIA GAS
COMPANY, a corporation duly organized and existing under the laws of
the State of California, and having its principal place of business in
the City of Los Angeles, State of California (hereinafter sometimes
called the "Corporation") and U.S. BANK, N.A. (successor by merger to
U.S. Bank Trust National Association, formerly known as First Trust of
California, National Association), an association duly organized and
existing under the laws of the United States of America and having its
principal place of business in the City and County of Los Angeles,
State of California (hereinafter, together with its predecessors as
trustees under the Indenture referred to below, sometimes called the
"Trustee").
WITNESSETH:
WHEREAS, the Corporation has executed and delivered to the Trustee a
certain Indenture (hereinafter referred to as the "Base Indenture")
dated October 1, 1940, to secure bonds of the Corporation designated
generally as its "First Mortgage Bonds" to be issued from time to time
in one or more series, any of which series may vary from any other as
to certain particulars specified in Section 2.01 of the Base
Indenture, and the Corporation has executed and delivered to the
Trustee supplemental indentures dated, respectively, as of July 1,
1947, May 1, 1948, June 1, 1950, April 1, 1952, August 1, 1955, June
1, 1956, December 1, 1956, July 1, 1957, October 1, 1959, July 1,
1963, September 1, 1964, June 1, 1965, December 1, 1966, October 1,
1970, August 1, 1972, September 1, 1972, October 1, 1974, May 1, 1976,
October 1, 1977, November 1, 1979, February 1, 1981, September 15,
1981, April 1, 1982, August 15, 1983, May 18, 1984, December 16, 1985,
March 1, 1986, November 15, 1986, December 1, 1986, January 15, 1988,
June 15, 1988, November 1, 1988, December 1, 1990, October 1, 1991,
August 15, 1992, December 15, 1992, March 1, 1993, June 15, 1993,
November 1, 1993 and November 15, 1993 supplementing and amending the
Base Indenture (each, a "Prior Supplemental Indenture," and the Base
Indenture together with all Prior Supplemental Indentures and this
Supplemental Indenture being herein collectively referred to as the
"Indenture"); and
WHEREAS, the Base Indenture and the Prior Supplemental Indentures
dated, respectively, as of July 1, 1947, May 1, 1948, June 1, 1950,
April 1, 1952 and August 1, 1955, are recorded in the office of the
County Recorder of each of the Counties listed below in the Official
Records thereof, as stated in the Prior Supplemental Indenture dated
as of June 1, 1956; the Prior Supplemental Indentures dated,
respectively, as of June 1, 1956 and December 1, 1956, are so recorded
as stated in the Prior Supplemental Indenture dated as of July 1,
1957; the Prior Supplemental Indenture dated as of July 1, 1957 and
each subsequently dated Prior Supplemental Indenture (other than the
Prior Supplemental Indenture dated November 15, 1993) is so recorded
as stated in the Prior Supplemental Indenture dated as of the next
succeeding date; and the Prior Supplemental Indenture dated as of
November 15, 1993 is recorded in the offices of the County Recorders
in the Counties of the State of California, as follows:
County Reference Date
Fresno Official Records, Document 93-179423 November 19, 1993
Imperial Official Records, Document 93-27752 November 19, 1993
Kern Official Records, Document 93-171059 November 19, 1993
Kings Official Records, Document 93-22089 November 19, 1993
Los Angeles Official Records, Document 93-22089 November 19, 1993
Orange Official Records, Document 93-0802716 November 19, 1993
Riverside Official Records, Document 93-464504 November 22, 1993
San Bernardino Official Records, Document 93-503688 November 19, 1993
San Diego Official Records, Document 93-782237 November 19, 1993
San Luis Obispo Official Records, Document 93-072973 November 19, 1993
Santa Barbara Official Records, Document 93-092303 November 18, 1993
Tulare Official Records, Document 93-083025 November 19, 1993
Ventura Official Records, Document 93-224208 November 18, 1993
WHEREAS, bonds of the Corporation of four (4) series designated,
respectively, as its "First Mortgage Bonds, Series BB, due 2023,"
"First Mortgage Bonds, Series DD, due 2023," "First Mortgage Bonds,
Series EE, due 2025" and "First Mortgage Bonds, Series FF, due 2003"
are outstanding as a part of the First Mortgage Bonds referred to in
the Indenture, each such series of bonds, unless and until the taking
of further appropriate action by the Board of Directors of the
Corporation, being without limitation as to aggregate authorized
principal amount; and
WHEREAS, pursuant to the provisions of Sections 2.01 and 2.02 of the
Indenture, the Board of Directors has, by resolution duly adopted and
delivered to the Trustee, created, as a part of the First Mortgage
Bonds referred to in the Indenture, a new series of bonds designated
"First Mortgage Bonds, Series GG, due 2012" (the "Series GG Bonds"),
to be of the form, terms and provisions provided in that resolution
and herein, which new series of bonds, unless and until the taking of
further appropriate action by the Board of Directors, is to be without
limitation as to aggregate authorized principal amount and of which
series of bonds in the aggregate principal amount of $250,000,000 are
to be presently issued; and
WHEREAS, it is provided in the Indenture that all the business,
franchises and properties, real, personal, and mixed, of every kind
and nature whatsoever and wheresoever situated, which might thereafter
be acquired by the Corporation, shall be as fully embraced within the
lien thereof as if said properties were owned by the Corporation at
the date of the Base Indenture and were particularly described therein
and specifically conveyed thereby, excepting certain properties
expressly excepted by the provisions of the Indenture; and
WHEREAS, subsequent to the execution of the most recently recorded
Prior Supplemental Indenture identifying after acquired property, the
Corporation has acquired properties hereinafter mentioned or referred
to, all of which properties, upon the acquisition thereof by the
Corporation, became and now are subject to the lien, operation and
effect of the Indenture by virtue of the after-acquired property
clause or other clauses thereof; the Corporation, nevertheless,
desires to execute, acknowledge, deliver and cause to be recorded this
Supplemental Indenture for the purposes, among others, of expressly
and specifically subjecting such after-acquired properties to the lien
of the Indenture and of further assuring and confirming the lien of
the Indenture on all of the properties of every kind and character,
whether real or personal and regardless of the date of acquisition
thereof by the Corporation, intended to be subjected to the lien
thereof; and
WHEREAS, under the provisions of Sections 2.02 and 16.01 of the
Indenture, the Corporation and the Trustee may execute and deliver a
Supplemental Indenture (i) to set forth the particulars, permitted by
Section 2.01 of the Indenture, as to which the Series GG Bonds may
vary from the bonds of the other series of the First Mortgage Bonds,
and (ii) for any purpose not inconsistent with the terms of the
Indenture; and
WHEREAS, the making, executing, delivering and recording of this
Supplemental Indenture have been duly authorized by proper corporate
action of the Corporation; and
WHEREAS, the issuance of the Series GG Bonds and the encumbrances of
the Corporation's property to secure the Series GG Bonds pursuant to
this Supplemental Indenture have been authorized by the Public
Utilities Commission of the State of California:
NOW, THEREFORE, in consideration of the foregoing premises and of
other good and valuable consideration, receipt of which is hereby
acknowledged, and in order: (a) to set forth or specify (i) the form
of the fully registered Series GG Bonds, and the form of the
certificate to be endorsed on all Series GG Bonds, and (ii) the terms
and provisions of the Series GG Bonds, including the particulars
thereof which vary from the bonds of the other series of the First
Mortgage Bonds; and (b) further to secure the payment of both the
principal of and interest on the bonds of the Corporation now or at
any time hereafter outstanding under the Indenture, including
specifically, but without limitation, all of the First Mortgage Bonds
now outstanding and the $250,000,000 aggregate principal amount of
Series GG Bonds and further to secure the observance and performance
of all of the covenants, agreements and conditions contained in the
Indenture, and without in any way limiting the generality or effect of
the Indenture insofar as by any provision thereof any of the property
therein or hereafter described or referred to is now subject or
intended to be subject to the lien and operation thereof, but to such
extent confirming such lien and operation, the Corporation has
executed and delivered this Supplemental Indenture and has granted,
bargained, sold, released, conveyed, mortgaged, assigned, transferred,
pledged, set over and confirmed, and does hereby grant, bargain, sell,
release, convey, mortgage, assign, transfer, pledge, set over and
confirm unto U.S. Bank, N.A., the Trustee, and to its successors or
successors in the trust created by the Indenture, and to its and their
assigns, forever, with power of sale, subject, to the extent
applicable by the terms of the Indenture to any of the properties
hereinafter referred to or described, to the exceptions (other than as
expressly provided in the granting clauses of the Prior Supplemental
Indentures dated respectively as of June 1, 1956, July 1, 1957,
October 1, 1959, July 1, 1963, September 1, 1964 and December 1, 1966
with respect to exception (f) set forth on page 67 of the Base
Indenture and reading as follows: "(f) Any gas and/or oil acreage,
gas and/or oil wells, gas and/or oil reserves, or gas and/or oil
leaseholds hereafter acquired by the Corporation, or any property or
equipment now or hereafter owned by the Corporation and used for the
development of gas and/or oil acreage or for the drilling for or
production of gas and/or oil from such acreage;" which exception (f)
is by said granting clauses expressly made inapplicable to certain
therein specified parcels of property), reservations, conditions,
terms and provisions provided in the Indenture with respect to
properties subject or intended to be subject thereto, all of the
properties and assets of the Corporation, real, personal and mixed, of
every kind and character, whether now or hereafter owned by the
Corporation and wheresoever situated, including, without in any way
limiting or modifying the generality or effect of the foregoing, all
and singular, the following properties:
FIRST: All of the lots, pieces and parcels of land and rights or
interests in real property situated in the Counties in the State of
California, specifically described and mentioned or enumerated in
Schedule A attached hereto, to which reference is hereby made and the
same is made a part hereof with the same force and effect as if the
same were here set forth at length.
SECOND: All and singular the plants, properties, equipment, real and
personal property, estates, interests, goodwill, generating,
transmission, feeding, storing, and distribution systems, and
utilities of the Corporation situated in the Counties of Fresno,
Imperial, Kern, Kings, Los Angeles, Orange, Riverside, San Bernardino,
San Diego, San Luis Obispo, Santa Barbara, Tulare and Ventura, and
elsewhere, in the State of California, with all and singular the
franchises, ordinances, grants, easements, licenses, powers,
immunities, permits, privileges, appurtenances, tenements and other
rights and property thereunto appertaining or belonging, as the same
now exist and as the same and any and all parts thereof may hereafter
exist or be improved, added to, enlarged, extended or acquired in said
counties or elsewhere in said state or any other state or states.
THIRD: All other property, real, personal and mixed, of every kind,
nature and description (including, without in any way limiting the
effect or the generality hereof, all facilities; all stocks, bonds and
other securities from time to time conveyed, assigned, transferred,
mortgaged or pledged on behalf of the Corporation, or with its
consent, to the Trustee in the manner and for the purposes as provided
in the Indenture; all gas manufacturing plants, boilers, engines,
compressors, motors, pumps, generators, gasholders, tanks, appliances,
oil storage facilities, gas storage facilities, wells, buildings,
structures, plants, works and other improvements; all gas transmission
and distributing lines and systems; all meters and regulators and all
other apparatus, machinery, appliances, tools, furniture, fixtures,
supplies, facilities and utilities and other personal property; or any
right or interest in any thereof; all business and goodwill, rights,
consents, franchises, ordinances, licenses, agreements, contracts,
permits, easements, rights of way, leases and leasehold interests;
powers, grants, privileges and immunities to construct, operate and
maintain lines and other facilities or properties for conveying gas or
other commodity or utility for any purpose or purposes through, under
and over public streets or highways, or public or private places or
property; all reversions, remainders, tolls, incomes, revenues,
earnings, rents, issues and profits of any property, real, personal
and mixed; and all other classes and types of property described or
referred to in the Indenture), now or hereafter owned, held,
possessed, acquired or enjoyed by or in any manner conferred upon or
appertaining to the Corporation, including the interest of the
Corporation in all leases now or hereafter owned by it, together with
all and singular the tenements, hereditaments, and appurtenances
belonging or in any way appertaining to each and every part of any and
all property subject or intended to be subject to the lien and
operation of the Indenture, and the reversion and reversions,
remainder and remainders, tolls, incomes, revenues, earnings, rents,
issues and profits thereof.
SAVING AND EXCEPTING, however, from the property hereby mortgaged,
conveyed in trust and/or pledged, all property, whether now owned by
the Corporation or hereafter acquired by it, expressly saved and
excepted from the lien of the Indenture and therein referred to as the
"excepted property" (except as otherwise expressly provided in any
Prior Supplemental Indenture hereinabove mentioned with respect to
exception (f) of said "excepted property"), unless and until, upon the
occurrence of an event of default under the Indenture, the Trustee, or
any receiver appointed thereunder, shall take possession of any or all
of such excepted property.
TO HAVE AND TO HOLD in trust with power of sale for the equal and
proportionate benefit and security of all holders of bonds of the
Corporation, now or hereafter outstanding under the Indenture as from
time to time in effect, and for the enforcement and payment of said
bonds and interest thereon when payable, and the performance of and
compliance with the covenants and conditions of the Indenture as from
time to time in effect, without any preference, distinction or
priority as to lien or otherwise of any of said bonds over any others
thereof by reason of the difference in the time of the actual issue,
sale or negotiation thereof, or for any other reason whatsoever,
except as otherwise expressly provided in the Indenture as from time
to time in effect, so that each and every such bond shall have the
same lien and so that the principal and interest of every such bond
shall, subject to the terms thereof, be equally and proportionately
secured by said lien, as if such bond had been made, executed,
delivered, sold and negotiated simultaneously with the execution and
delivery of the Base Indenture.
IT IS HEREBY COVENANTED, DECLARED, AND AGREED by and between the
parties hereto that all such bonds are issued, authenticated and
delivered, or are to be issued, authenticated and delivered, and that
all property subject, or to become subject, to the Indenture is to be
held, subject to the covenants, conditions, uses and trusts therein
set forth.
ARTICLE I
AMOUNT, FORM, NUMBERING, DENOMINATION,
TRANSFER AND EXCHANGE OF
SERIES GG BONDS, DUE 2012
Section 1.01. The Series GG Bonds may be issued at any time or from
time to time upon and subject to the terms and provisions of the
Indenture. Unless and until the taking of further appropriate action
by the Board of Directors of the Corporation the Series GG Bonds shall
be without limitation as to aggregate authorized principal amount.
Section 1.02. The Series GG Bonds shall be issued only as fully
registered bonds without coupons. In addition, the Series GG Bonds
may be issuable in whole or in part in the form of one or more
securities that evidences all or part of the bonds of such series
which is issued to a depository or a nominee thereof for such series
(a "Global Security") and, in such case, the Board of Directors shall
appoint a clearing agency registered under the Exchange Act of 1934,
as amended (the "Exchange Act") designated to act as depositary (a
"depositary") for such Global Securities.
Section 1.03. In the event the Series GG Bonds are issued as a Global
Security the following provisions, in addition to the provisions of
the Indenture, shall apply:
(a) Each Global Security authenticated under the Indenture shall be
registered in the name of the depositary designated for such Global
Security or a nominee thereof and delivered to such depositary or a
nominee thereof or custodian therefor, and each such Global Security
shall constitute a single bond for all purposes of this Supplemental
Indenture.
(b) Notwithstanding any other provision in this Supplemental
Indenture, no Global Security may be exchanged in whole or in part for
bonds registered, and no transfer of a Global Security in whole or in
part may be registered, in the name of any person other than the
depositary for such Global Security or a nominee thereof unless (A)
such depositary has notified the Corporation that it is unwilling or
unable to continue as depositary for such Global Security and a
successor depositary has not been appointed by the Corporation within
90 days of receipt by the Corporation of such notification, (B) if at
any time the depositary ceases to be a clearing agency registered
under the Exchange Act at a time when the depositary is required to be
so registered to act as such depositary and no successor depositary
shall have been appointed by the Corporation within 90 days after it
became aware of such cessation, (C) the Corporation, in its sole
discretion, executes and delivers to the Trustee a written order
signed in the name of the Corporation by its Chairman of the Board,
its President or a Vice President, and by its Treasurer, an Assistant
Treasurer, its Secretary or an Assistant Secretary to the effect that
such Global Security, together with all other Global Securities of the
same series, shall be exchangeable as described below, or (D) an Event
of Default (as defined in Section 1.02 of the Indenture) has occurred
and is continuing with respect to the Series GG Bonds. If any of the
events described in clauses (A) through (D) of the preceding sentence
occur, the beneficial owners of interests in the relevant Global
Securities will be entitled to exchange those interests for definitive
bonds and, without unnecessary delay but in any event not later than
the earliest date on which those interests may be so exchanged, the
Corporation will deliver to the Trustee definitive bonds in such form
and denominations as are required by or pursuant to this Indenture,
and of the same series, containing identical terms and in an aggregate
principal amount equal to the principal amount of such Global
Securities, such bonds to be duly executed by the Corporation. On or
after the earliest date on which such beneficial interests may be so
exchanged, such Global Securities shall be surrendered from time to
time by the depositary as shall be specified in the order from the
Corporation with respect thereto (which the Corporation agrees to
deliver), and in accordance with any instructions given to the Trustee
and the depositary (which instructions shall be in writing but need
not be contained in or accompanied by an officers' certificate or be
accompanied by an opinion of counsel), as shall be specified in the
order from the Corporation with respect thereto to the Trustee, as the
Corporation's agent for such purpose, to be exchanged, in whole or in
part, for definitive bonds as described above without charge. The
Trustee shall authenticate and make available for delivery, in
exchange for each portion of such surrendered Global Security, a like
aggregate principal amount of definitive bonds of the same series of
authorized denominations and of like tenor as the portion of such
Global Security to be exchanged. Promptly following any such exchange
in part, such Global Security shall be returned by the Trustee to such
depositary or its custodian. If a definitive bond is issued in
exchange for any portion of a Global Security after the close of
business at the place where such exchange occurs on or after (i) any
regular record date for the payment of interest for such bond and
before the opening of business at that place of payment on the next
Interest Payment Date, or (ii) any special record date for the payment
of interest for such bond and before the opening of business at such
place of payment on the related proposed date for the payment of the
interest which was not punctually paid or duly provided for on any
Interest Payment Date ("Defaulted Interest"), as the case may be,
interest shall not be payable on such Interest Payment Date or
proposed date for payment, as the case may be, in respect of such
definitive bond, but shall be payable on the date the interest is due
(the "Interest Payment Date") or proposed date for payment, as the
case may be, only to the person to whom interest in respect of such
portion of such Global Security shall be payable in accordance with
the provisions of this Indenture.
(c) Subject to Clause (b) above, any exchange or transfer of a
Global Security for other bonds may be made in whole or in part, and
all bonds issued in exchange for or upon transfer of a Global Security
or any portion thereof shall be registered in such names as the
depositary for such Global Security shall direct.
(d) Every bond authenticated and delivered upon registration of
transfer of, or in exchange for or in lieu of, a Global Security or
any portion thereof, shall be authenticated and delivered in the form
of, and shall be, a Global Security, unless such bond is registered in
the name of a person other than the depositary for such Global
Security or a nominee thereof.
Section 1.04. Unless otherwise specified as contemplated by Section
2.01 for the bonds evidenced thereby, every Global Security
authenticated and delivered hereunder shall bear a legend in
substantially the following form:
THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY
OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR
IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN
WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER
THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE INDENTURE. ANY TRANSFER, PLEDGE, OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF HAS AN INTEREST
HEREIN.
Section 1.05. The fully registered bonds without coupons and the
certificate of authentication to be endorsed on all Series GG Bonds
shall be substantially in the form set forth on Exhibit A.
Section 1.06. The Series GG Bonds may contain or have imprinted
thereon such provisions or specifications not inconsistent with the
Indenture as may be required to comply with the rules of any stock
exchange or any federal or state authority or commission, or to comply
with usage with respect thereto, and may bear such other appropriate
endorsements or notations as are authorized or permitted by the
Indenture.
Section 1.07. The fully registered Series GG Bonds shall be issuable
in denominations of $1,000, $5,000, $10,000, $25,000 or multiples of
$25,000 and shall be dated as provided in paragraph 1 of Section 2.01
of the Indenture. The definitive Series GG Bonds shall be numbered in
such manner as the Corporation shall at any time or from time to time
determine.
Section 1.08. In the manner and subject to certain conditions and
limitations specified herein and in the Indenture, Series GG Bonds may
be exchanged without a service charge for a like aggregate principal
amount of such Series GG Bonds of other authorized denomination or
denominations; provided that the Corporation may require payment of a
sum or sums sufficient to reimburse it for any stamp tax or other
governmental charge payable in connection therewith.
Section 1.09. The Corporation shall maintain in the City and County of
San Francisco, State of California, and in such other place or places
as the Corporation may designate at any time or from time to time, an
office or agency where Series GG Bonds may be presented for payment,
registration, transfer and exchange as provided therein or in the
Indenture. Such office or agency in the City and County of San
Francisco shall be the corporate trust office of the Trustee unless
and until the Corporation shall designate another office or agency by
notice in writing delivered to the Trustee. Notwithstanding the
foregoing, if and when definitive bonds are issued, the Corporation
shall maintain in the Borough of Manhattan, City and County of New
York, State of New York, an office or agency where Series GG Bonds may
be presented for payment, registration, transfer and exchange as
provided therein or in the Indenture.
Section 1.10. No transfer or exchange of any Series GG Bonds pursuant
to any of the provisions of this Article I shall be made except upon
and in accordance with all of the applicable terms, provisions and
conditions of said bonds and of the Indenture.
ARTICLE II
INTEREST, MATURITY DATE, REDEMPTION AND CERTAIN OTHER PROVISIONS OF
SERIES GG BONDS, DUE 2012
Section 2.01. The Series GG Bonds shall bear interest at the rate,
shall be expressed to mature as to principal, and shall be payable as
to principal and interest at such place or places and in such money,
all as provided in the form of Series GG Bond set forth on Exhibit A
hereto and by the applicable provisions of the Indenture.
Section 2.02. The Series GG Bonds shall be subject to redemption prior
to maturity as set forth in the form of Series GG Bond set forth on
Exhibit A, upon notice, in the manner and otherwise upon the terms and
conditions and with the effect, as provided herein and by the
applicable provisions of the Indenture.
Section 2.03. The Corporation may at any time deliver to the Trustee
for cancellation any Series GG Bonds previously authenticated and
delivered under the Indenture which the Corporation may have acquired
in any manner whatsoever and all Series GG Bonds so delivered shall be
promptly cancelled by the Trustee upon the request of the Corporation.
Section 2.04. The Series GG Bonds shall, except as in this
Supplemental Indenture otherwise expressly provided, be on the terms
and provisions, and shall represent such rights and be entitled to
such benefits, as are applicable thereto by the terms of the
Indenture.
Section 2.05. The Series GG Bonds shall be entitled to the benefits of
the Renewal Fund as provided in the Indenture.
Section 2.06. The following Section 11.01A shall apply to the Series
GG Bonds in lieu of Section 11.01 of the Indenture:
"Section 11.01A If the Corporation, its successors or assigns,
shall
(a) pay or cause to be paid the principal of and interest on the
bonds and coupons and claims for interest thereon to become due at the
time and in the manner stipulated therein and herein, and/or
(b) provide for the payment of the bonds and interest thereon by
depositing in cash with the Trustee or other depositary satisfactory
to it at any time at or before maturity the entire amount due or to
become due thereon for principal and interest to maturity of all the
bonds outstanding, and/or
(c) in case of a call of all of the bonds then outstanding for
redemption, deposit with the Trustee on or before the date on which
all of such bonds (other than those which shall have matured by their
terms) shall have been called for redemption, as provided in Article
VII, the entire amount of the redemption price thereof, including
interest and premium, if any, and shall deliver to the Trustee (1)
proof satisfactory to the Trustee that notice of redemption as
provided in Article VII has been given, or (2) proof satisfactory to
the Trustee that arrangements have been made insuring that such notice
will be given, or (3) a written instrument executed by the Corporation
under its corporate seal, and expressed to be irrevocable, authorizing
the Trustee to give such notice for and on behalf of the Corporation,
and/or
(d) surrender to the Trustee for cancellation all the bonds and
coupons thereto appertaining for which payment is not so provided,
and shall also pay, or satisfactorily provide, all other sums due and
payable hereunder by the Corporation, including the compensation and
expenses of the Trustee, then and in that case,
(i) at the request of the Corporation all the mortgaged property
shall revert to the Corporation and the entire estate, right, title
and interest of the Trustee and of the holders and registered owners
of the bonds and coupons in respect of the mortgaged property shall
thereupon cease, determine and become void; and
(ii) the Trustee in such case, upon the cancellation of all
outstanding bonds and coupons for the payment of which cash shall not
have been deposited in accordance with the provisions of this
Indenture, shall upon request of the Corporation, and at its cost and
expense (A) and upon delivery to it of an opinion of counsel stating
that (x) the Corporation has received from, or there has been
published by, the Internal Revenue Service a ruling, or (y) since
October 1, 2002 there has been a change in applicable federal income
tax law, in either case to the effect that, and based thereon such
opinion of counsel shall confirm that, the holders of Series GG Bonds
will not recognize income, gain or loss for federal income tax
purposes as a result of such defeasance and will be subject to federal
income tax on the same amounts, in the same manner and at the same
times as would have been the case if such defeasance had not occurred,
execute to the Corporation, or its order, proper instruments
acknowledging satisfaction of this Indenture and (B) shall surrender
to the Corporation, or its order, all cash and deposited securities,
if any, which shall then be held by it hereunder as a part of the
mortgaged property (exclusive of cash held in trust as provided in
Section 5.03); provided, however, that if any such property shall have
been delivered to the Trustee by any person or corporation other than
the Corporation, the same shall be delivered or otherwise disposed of
in accordance with any reservations, limitations, conditions or
provisions which may have been set forth in the instrument in writing
then executed, if any, respecting the use, management or disposition
thereof; and provided further that if the Corporation pursuant to
clauses (1) or (2) of subdivision (c) above shall have delivered to
the Trustee proof satisfactory to it that notice of redemption as
provided in Article VII has been given or that arrangements have been
made insuring that such notice will be given, there shall also be
delivered to the Trustee an officers' certificate stating that all
conditions precedent to the satisfaction and discharge of this
Indenture have been complied with and an opinion of counsel stating
that in his opinion such conditions precedent have been complied
with."
ARTICLE III
SUNDRY PROVISIONS
Section 3.01. The recitals of fact contained herein shall be taken as
the statements of the Corporation, and the Trustee assumes no
responsibility for the correctness of the same. The Corporation
hereby covenants and agrees that it will cause this Supplemental
Indenture to be kept recorded and/or filed as may be required by law,
in such manner and in such places as may be necessary fully to
preserve and protect the security of the bondholders and all of the
rights of the Trustee hereunder, and that it will with all reasonable
dispatch deposit with the Trustee counterparts of this Supplemental
Indenture bearing official notation or endorsements showing such
recordation and/or filing, or in case such counterparts are not
returned to the Corporation, furnish to the Trustee the best official
evidence of such recordation and/or filing reasonably obtainable by
the Corporation, or evidence of the taking of such other action, if
any, but the Trustee, subject to the provisions of Sections 14.02 and
14.03 of the Indenture, shall in no way be liable for any failure or
omission in this regard.
Section 3.02. The date of this Supplemental Indenture and the date of
the Series GG Bonds are intended as and for a date for the convenient
identification of this Supplemental Indenture and of the Series GG
Bonds, and are not intended to indicate that this Supplemental
Indenture was executed and delivered or that the Series GG Bonds were
executed, delivered or issued on said date; it being hereby provided
that this Supplemental Indenture may be executed and delivered, and
that the Series GG Bonds may be executed, delivered or issued, either
on said date or before or after said date, and that this Supplemental
Indenture is in fact executed and delivered by each party hereto on
the date of its certificate of acknowledgment hereto attached.
Section 3.03. This Supplemental Indenture shall be deemed to be part
of the Base Indenture, and the Corporation agrees to conform to and
comply with all and singular the terms, provisions, conditions and
covenants set forth therein and herein. This Supplemental Indenture
shall be construed in connection with and as a part of the Indenture.
Section 3.04. It is further agreed that the Trustee accepts the trust
imposed upon it by this Supplemental Indenture, upon and subject to
the same terms and conditions as are expressed in Article XIV of the
Base Indenture.
Section 3.05. In order to facilitate the recording of this
Supplemental Indenture, the same may be, executed in several
counterparts, each of which so executed shall be deemed to be an
original, and such counterparts shall collectively constitute one and
the same instrument.
Section 3.06. All terms used in this Supplemental Indenture which are
defined in the Indenture are not defined herein shall have the meaning
assigned to them in the Indenture.
Section 3.07. To the extent any provision in this Supplemental
Indenture conflicts with any provision in the Indenture, the
provisions of this Supplemental Indenture shall govern; provided
however, that in the event such conflict would require bondholder
consent, the terms and provisions of the Indenture shall govern.
Section 3.08. This Supplemental Indenture and the Series GG Bonds
shall be governed by and construed in accordance with the laws of the
State of California, without regard to conflicts of laws principles
thereof.
Section 3.09. To the extent not otherwise addressed in this
Supplemental Indenture, this Supplemental Indenture shall be subject
to the provisions of Article XVII of the Indenture, the terms of which
are hereby incorporated by referenced into this Indenture Supplement.
IN WITNESS WHEREOF, Southern California Gas Company has caused this
Supplemental Indenture to be signed in its corporate name by one of
its Vice Presidents or its Treasurer and its Secretary or an Assistant
Secretary and its corporate seal to be hereunto duly affixed, and U.S.
Bank, N.A., in token of its acceptance of the trust hereby
established, has caused this Supplemental Indenture to be signed in
its corporate name by one of its Vice Presidents and its Secretary or
an Assistant Secretary, and its corporate seal to be hereunto duly
affixed, all as of October 1, 2002.
SOUTHERN CALIFORNIA GAS COMPANY
Attest:
/s/ THOMAS C. SANGER By /s/ TERRY M. FLESKES
Name: Thomas C. Sanger Name: Terry M. Fleskes
Title: Secretary Title: Vice President and Treasurer
(SEAL)
U.S. BANK, N.A.
Attest:
/s/ GONZALO UREY By /s/ FONDA HALL
Name: Gonzalo Urey Name: Fonda Hall
Title: Assistant Vice President Title: Assistant Vice President
STATE OF CALIFORNIA
COUNTY OF SAN DIEGO
On this ..... day of October, 2002, before me,......................,
Notary Public, personally appeared Terry M. Fleskes, personally known
to me to be one of the persons whose names are subscribed to the
within instrument and acknowledged to me that he executed the same in
his authorized capacity, and that by his signature on the instrument,
the entity upon behalf of which he acted executed the instrument.
WITNESS my hand and official seal.
Notary Public
My Commission expires .....................
STATE OF CALIFORNIA
COUNTY OF SAN DIEGO
On this ..... day of October, 2002, before me,.....................,
Notary Public, personally appeared Thomas C. Sanger, personally known
to me to be one of the persons whose names are subscribed to the
within instrument and acknowledged to me that he executed the same in
his authorized capacity and that by his signature on the instrument,
the entity upon behalf of which he acted executed the instrument.
WITNESS my hand and official seal.
Notary Public
My Commission expires .....................
STATE OF CALIFORNIA
COUNTY OF ______________
On this ..... day of ....................., 2002, before me,
............................, Notary Public, personally appeared
............................. and ............................,
personally known to me to be the persons whose names are subscribed to
the within instrument and acknowledged to me that they executed the
same in their authorized capacities, and that by their signatures on
the instrument the persons, or the entity upon behalf of which the
persons acted, executed the instrument.
WITNESS my hand and official seal.
Notary Public
My Commission expires .....................
STATE OF CALIFORNIA
COUNTY OF ______________
On this ..... day of ....................., 2002, before me,
............................, Notary Public, personally appeared
............................. and ............................,
personally known to me to be the persons whose names are subscribed to
the within instrument and acknowledged to me that they executed the
same in their authorized capacities, and that by their signatures on
the instrument the persons, or the entity upon behalf of which the
persons acted, executed the instrument.
WITNESS my hand and official seal.
Notary Public
My Commission expires .....................
SCHEDULE A
Incorporated in and made a part of the Supplemental Indenture dated as
of October 1, 2002, by and among Southern California Gas Company and
U.S. Bank, N.A., Trustee.
The descriptive names or captions do not constitute a part of the
property descriptions, being used only for convenience of reference
and not identification.
COUNTY OF KINGS
Those certain lots, pieces and parcels of land and other
property, rights and estates situated in the County of Kings, State of
California, described as follows:
406 E. Fourth St., Hanford
LOTS 17, 18, 19, AND 20 IN BLOCK 259 OF THE CITY OF HANFORD, COUNTY OF
KINGS, STATE OF CALIFORNIA, ACCORDING TO MAP THEREOF RECORDED IN BOOK
2 AT PAGE 49 OF MAPS, TULARE COUNTY RECORDS.
EXCEPTING THEREFROM THE SOUTH 60 FEET THEREOF.
406 E. Fourth St., Hanford
LOTS 1, 2 AND 3 IN BLOCK 71 OF THE CITY OF HANFORD, IN THE CITY OF
HANFORD, COUNTY OF KINGS, STATE OF CALIFORNIA, ACCORDING TO THE
OFFICIAL PLAT THEREOF RECORDED IN BOOK 1, PAGE 35 OF MAPS, TULARE
COUNTY RECORDS.
APN: 012-106-017
COUNTY OF LOS ANGELES
Those certain lots, pieces and parcels of land and other
property, rights and estates situated in the County of Los Angeles,
State of California, described as follows:
Montebello Gas Storage Area
That certain parcel of land in the City of Montebello described as
follows:
BEGINNING AT THE INTERSECTION OF THE CENTERLINE OF WILCOX AVENUE WITH
THE CENTER LINE OF LINCOLN AVENUE; THENCE NORTHWESTERLY ALONG THE
CENTER LINE OF SAID LINCOLN AVENUE TO THE NORTHEASTERLY PROLONGATION
OF THE NORTHWEST LINE OF LOT 83, TRACT NO. 16925 AS SHOWN ON MAP
RECORDED IN BOOK 403, PAGE 39 OF MAPS, RECORDS OF SAID COUNTY; THENCE
SOUTHWESTERLY ALONG SAID PROLONGATION AND SAID NORTHWEST LINE TO THE
NORTHEAST LINE OF LOT 69 OF SAID TRACT; THENCE NORTH-WESTERLY ALONG
SAID LINE TO THE NORTHWEST CORNER OF SAID LOT 69; THENCE SOUTHWESTERLY
ALONG THE NORTHWEST LINE OF SAID LOT 69 AND ITS PROLONGATION TO THE
CENTER LINE OF VIA CAMILLE; THENCE NORTHWESTERLY ALONG SAID CENTER
LINE TO THE NORTHEASTERLY PROLONGATION OF THE NORTHWEST LINE OF LOT 48
OF SAID TRACT; THENCE SOUTHWESTERLY ALONG SAID PROLONGATION AND SAID
NORTHWEST LINE TO THE NORTHEAST LINE OF LOT 38 OF SAID TRACT; THENCE
NORTHWESTERLY ALONG SAID LINE TO THE NORTHWEST CORNER OF SAID LOT 38;
THENCE SOUTHWESTERLY ALONG THE NORTHWEST LINE OF SAID LOT 38 AND ITS
PROLONGATION TO THE CENTER LINE OF VICTORIA AVENUE; THENCE
NORTHWESTERLY ALONG SAID CENTER LINE TO THE NORTHEASTERLY PROLONGATION
OF THE NORTHWESTERLY LINE OF LOT 17 OF SAID TRACT; THENCE
SOUTHWESTERLY ALONG SAID PROLONGATION AND SAID LINE TO THE NORTHEAST
LINE OF LOT 163 OF MONTEBELLO, AS SHOWN ON MAP RECORDED IN BOOK 78,
PAGE 19 OF MISCELLANEOUS RECORDS OF SAID COUNTY; THENCE NORTHWESTERLY
ALONG SAID NORTHEAST LINE TO THE NORTHWEST CORNER OF SAID LOT 163;
THENCE SOUTHWESTERLY ALONG THE NORTHWEST LINE OF SAID LOT, 76.69 FEET;
THENCE SOUTHERLY TO A POINT IN THE CENTER LINE OF BEVERLY BOULEVARD
THAT IS DISTANT SOUTHEASTERLY THEREON 149.54 FEET FROM THE
SOUTHWESTERN PROLONGATION OF THE NORTHWEST LINE OF SAID LOT 163;
THENCE NORTHWESTERLY ALONG SAID CENTER LINE TO THE WEST LINE OF SAID
MONTEBELLO; THENCE SOUTHERLY ALONG SAID WEST LINE 308.12 FEET; THENCE
SOUTHEASTERLY PARALLEL WITH THE CENTER LINE OF SAID BOULEVARD TO THE
CENTER LINE OF MORRIS PLACE AS SHOWN ON MAP OF TRACT NO. 13387
RECORDER IN BOOK 349, PAGE 46 OF MAPS, RECORDS OF SAID COUNTY; THENCE
SOUTHERLY ALONG CENTER LINE TO THE SOUTHWESTERLY LINE OF LOT 160 OF
SAID MONTEBELLO; THENCE SOUTHEASTERLY ALONG THE SOUTHWESTERLY LINES
AND THEIR PROLONGATIONS OF LOTS 160, 159, 157, 155, 153, 151, 149,
147, 145, 143, 141, 139, 137, 135 OF SAID MONTEBELLO TO THE SOUTHWEST
CORNER OF LOT 133 OF SAID MONTEBELLO; THENCE NORTHEASTERLY ALONG THE
NORTHWEST LINE OF SAID LOT 133 TO THE NORTHEAST LINE OF THE SOUTHWEST
330 FEET OF SAID LOT; THENCE SOUTHEASTERLY ALONG SAID LINE TO THE
NORTHWEST LINE OF LOT 131; THENCE NORTHEASTERLY ALONG SAID LINE 46
FEET TO THE NORTHWEST CORNER OF LOT 18, OF TRACT 10129 AS SHOWN ON MAP
RECORDED IN BOOK 145, PAGE 33 OF MAPS, RECORDS OF SAID COUNTY; THENCE
SOUTHEASTERLY ALONG THE NORTHEAST LINE OF SAID LOT AND ITS
PROLONGATION TO THE CENTER LINE OF TENTH STREET; THENCE NORTHEASTERLY
ALONG SAID CENTER LINE TO THE NORTHWESTERLY PROLONGATION OF THE
SOUTHWEST LINE OF LOT 4 OF SAID TRACT; THENCE SOUTHEASTERLY ALONG SAID
PROLONGATION AND SAID LINE TO THE SOUTHEAST LINE OF SAID TRACT; THENCE
SOUTHWESTERLY ALONG SAID LINE TO THE SOUTHWEST CORNER OF LOT 4, OF
TRACT 11158 AS SHOWN ON MAP RECORDED IN BOOK 201, PAGE 48 OF MAPS,
RECORDS OF SAID COUNTY; THENCE SOUTHEASTERLY ALONG THE SOUTHWESTERLY
LINE OF SAID LOT AND ITS PROLONGATION TO THE CENTER LINE OF SPRUCE
STREET AS SHOWN ON SAID MAP; THENCE SOUTHWESTERLY ALONG SAID CENTER
LINE TO THE CENTER LINE OF BEVERLY TERRACE; THENCE SOUTHEASTERLY ALONG
SAID CENTER LINE TO THE CENTER LINE OF MONTEBELLO BOULEVARD; THENCE
SOUTHWESTERLY ALONG SAID CENTER LINE TO THE NORTHWESTERLY PROLONGATION
OF THE NORTHEASTERLY LINE OF THE SOUTHWEST 300 FEET OF LOT 125 OF SAID
MONTEBELLO; THENCE SOUTHEASTERLY ALONG SAID PROLONGATION AND SAID
NORTHEASTERLY LINE TO THE NORTHWEST LINE OF LOT 123 OF SAID
MONTEBELLO; THENCE NORTHEASTERLY ALONG SAID LINE 30 FEET; THENCE
SOUTHEASTERLY PARALLEL WITH BEVERLY BOULEVARD 165 FEET; THENCE
NORTHEASTERLY PARALLEL WITH THE NORTHWEST LINE OF SAID LOT TO THE
CENTER LINE OF BEVERLY BOULEVARD; THENCE SOUTHEASTERLY ALONG SAID
CENTER LINE TO THE SOUTHWEST PROLONGATION OF THE SOUTHEAST LINE OF LOT
207 OF SAID MONTEBELLO; THENCE NORTHEASTERLY ALONG SAID PROLONGATION
AND ALONG SAID SOUTHEAST LINE TO THE NORTHWEST CORNER OF LOT 209;
THENCE SOUTHEASTERLY ALONG THE NORTHEAST LINE OF LOTS 209, 211, AND
213, AND THE SOUTHEAST PROLONGATION THEREOF TO THE CENTER LINE OF
POPLAR AVENUE; THENCE NORTHEASTERLY ALONG SAID CENTER LINE TO THE
NORTHEASTERLY PROLONGATION OF THE NORTHWEST LINE OF LOT 14 OF LA
MERCED HEIGHTS AS SHOWN ON MAP RECORDED IN BOOK 28, PAGE 4 OF MAPS,
RECORDS OF SAID COUNTY; THENCE SOUTHWESTERLY ALONG SAID PROLONGATION
AND SAID NORTHWESTERLY LINE TO THE NORTHWEST CORNER OF SAID LOT 14;
THENCE NORTHERLY TO THE INTERSECTION OF THE SOUTHEASTERLY PROLONGATION
OF THE SOUTHWESTERLY LINE OF LOT 3 OF SAID LA MERCED HEIGHTS WITH THE
CENTER LINE OF AVENIDA DE LA MERCED; THENCE SOUTHWESTERLY ALONG SAID
CENTER LINE TO THE NORTHWESTERLY PROLONGATION OF THE SOUTHWESTERLY
LINE OF LOT 9 OF SAID LA MERCED HEIGHTS; THENCE NORTH 8deg. 01' WEST
ALONG SAID PROLONGATION TO A POINT THAT IS DISTANT NORTH 8deg. 01' WEST,
54.54 FEET FROM THE NORTH LINE OF SAID AVENIDA DE LA MERCED; THENCE
NORTH 47deg. 43' WEST, 126.92 FEET; THENCE NORTH 21deg. 55' 30" WEST,
127.20 FEET; THENCE NORTH 0deg. 13' 30" WEST, 268.00 FEET; THENCE NORTH
31deg. 05' WEST, 92.20 FEET; THENCE NORTH 79deg. 39' WEST, 134.00 FEET;
THENCE NORTH 41deg. 23' WEST, 144.60 FEET TO THE NORTHWEST LINE OF LOT 1
OF SAID LA MERCED HEIGHTS; THENCE NORTHWESTERLY TO A POINT IN THE
SOUTHWEST LINE OF LOT 3, OF TRACT NO. 4104 AS SHOWN ON THE MAP RECORDED
IN BOOK 46, PAGE 33 OF MAPS, RECORDS OF SAID COUNTY; SAID POINT BEING
DISTANT NORTHWESTERLY ALONG SAID LINE 1059.39 FEET FROM THE MOST
WESTERLY CORNER OF LOT 1 OF SAID LA MERCED HEIGHTS; THENCE SOUTHWESTERLY
TO THE POINT OF BEGINNING;
EXCEPTING FROM THE ABOVE DESCRIBED PROPERTY ALL THAT PORTION LYING
WITHIN THE MONTEBELLO GAS STORAGE AREA, AS QUITCLAIMED TO THE VARIOUS
SURFACE OWNERS BY VARIOUS DEEDS OF RECORD.
West Hollywood Base
THE EASTERLY 117.9 FEET, MORE OR LESS, OF THE NORTHERLY 55.50
FEET OF LOT 7 OF TRACT NO. 7166, IN THE CITY OF LOS ANGELES, COUNTY OF
LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 88 PAGE
35 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
Calabasas Regulator Station
LOT 13 OF TRACT NO. 37824, IN THE CITY OF CALABASAS, COUNTY OF LOS
ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 1192 PAGES
81 THRU 86 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID
COUNTY.
Playa Del Rey Lot 11
LOT 11 OF TRACT NO. 24344, IN THE CITY OF LOS ANGELES, COUNTY OF LOS
ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 691 PAGES 29
TO 31 INCLUSIVE OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID
COUNTY.
EXCEPT FROM SAID LOT 11, THAT PORTION THEREOF DESCRIBED AS FOLLOWS:
BEGINNING AT THE NORTHEASTERLY CORNER OF SAID LOT 11; THENCE SOUTH 00
DEGREES 22 MINUTES 15 SECONDS EAST ALONG THE EASTERLY LINE OF SAID
LOT, 125.65 FEET; THENCE SOUTH 60 DEGREES 25 MINUTES 35 SECONDS WEST
120.42 FEET TO THE POINT OF INTERSECTION WITH THE CURVED WESTERLY LINE
OF SAID LOT 11, BEING A CURVE CONCAVE WESTERLY WITH RADIUS OF 155.51
FEET, A RADIAL LINE THROUGH SAID POINT OF INTERSECTION BEARING SOUTH
65 DEGREES 43 MINUTES 41 SECONDS EAST; THENCE FOLLOWING THE BOUNDARIES
OF SAID LOT 11, THE FOLLOWING COURSES AND DISTANCES NORTHERLY ALONG
THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 24 DEGREES 36 MINUTES
34 SECONDS, 66.79 FEET; THENCE TANGENT TO SAID CURVE, NORTH 00 DEGREES
22 MINUTES 15 SECONDS WEST 119.64 FEET TO THE NORTHWEST CORNER OF SAID
LOT 11; THENCE NORTH 89 DEGREES 37 MINUTES 45 SECONDS EAST 91 FEET TO
THE TRUE POINT OF BEGINNING.
ALSO EXCEPTING AND RESERVING, HOWEVER, TO SAID SOUTHERN CALIFORNIA GAS
COMPANY, ITS SUCCESSORS AND ASSIGNS, ALL OF THE MINERAL, OIL, GAS AND
OTHER HYDROCARBON RIGHTS AND ESTATE IN, AND ALL OF THE MINERAL, OIL,
GAS AND OTHER HYDROCARBON SUBSTANCES NOW AND/OR HEREAFTER PRODUCED
FROM THE PROPERTY HEREBY QUITCLAIMED, AND THE EXCLUSIVE RIGHT TO
EXPLORE FOR AND TAKE MINERAL, OIL, GAS AND OTHER HYDROCARBON
SUBSTANCES FROM MINERAL, OIL AND/OR GAS ZONES UNDERLYING SAID LOTS OR
PARCELS, TOGETHER WITH THE EXCLUSIVE RIGHT TO USE SUCH SUBSURFACE,
MINERAL, OIL AND/OR GAS ZONES FOR INJECTING, STORING AND WITHDRAWING
NATURAL GAS (WHETHER PRODUCED FROM SUCH OR OTHER PROPERTY) THEREIN AND
THEREFROM AND FOR REPRESSURING THE SAME; BUT WITH NO RIGHT OF ENTRY TO
CARRY ON ANY SUCH OPERATIONS ON SUCH PROPERTY EXCEPT BELOW A DEPTH OF
200 FEET FROM THE SURFACE THEREOF, IT BEING UNDERSTOOD THAT SUCH
OPERATIONS, IF ANY, WILL BE CONDUCTED FROM THE SURFACE OF ADJOINING OR
NEARBY PROPERTY BY SLANT DRILLING OR OTHERWISE.
COUNTY OF ORANGE
Those certain lots, pieces and parcels of land and other
property, rights and estates situated in the County of Orange, State
of California, described as follows:
Yorba Linda Station
LOT 40 AND LETTERED LOTS A AND B OF TRACT 14689, IN THE CITY OF YORBA
LINDA, RECORDED IN MAP BOOK 735 PAGES 5 THRU 7 INCLUSIVE, OF
MISCELLANEOUS MAPS, RECORDS OF ORANGE COUNTY, STATE OF CALIFORNIA.
EXCEPTING THEREFROM ALL OIL, PETROLEUM, ASPHALTUM, GAS, AND OTHER
HYDROCARBON SUBSTANCES IN OR UNDER SAID LAND WITHOUT ANY RIGHT OF
ENTRY ONTO THE SURFACE THEREOF OR THE UPPER 500 FEET MEASURED AT RIGHT
ANGLES TO THE SURFACE OF SAID LAND, AS RESERVED IN DEEDS RECORDED
OCTOBER 5, 1979 IN BOOK 13342, PAGE 1463 AND BOOK 13342, PAGE 1469 AND
SEPTEMBER 20, 1983 AS INSTRUMENT NO. 83-412359, OFFICIAL RECORDS.
COUNTY OF RIVERSIDE
Those certain lots, pieces and parcels of land and other
property, rights and estates situated in the County of Riverside,
State of California, described as follows:
Watson Station
THE EASTERLY 180.00 FEET OF LOT 40 OF ROMOLA FARMS IN THE COUNTY OF
RIVERSIDE, STATE OF CALIFORNIA, AS SHOWN ON A MAP FILED IN BOOK 12
PAGE 71 OF MAPS, RECORDS OF SAID RIVERSIDE COUNTY. THE WESTERLY LINE
OF SAID EASTERLY 180.00 FEET WILL BE PARALLEL WITH THE EASTERLY LINE
OF SAID LOT 40.
CONTAINING 1.3 ACRES, MORE OR LESS.
Murrieta Base
THE SOUTHWESTERLY ONE-HALF OF THAT PORTION OF LOT 87 OF THE LANDS OF
THE TEMECULA LAND AND WATER COMPANY, AS SHOWN BY MAP ON FILE IN BOOK 8
PAGE 359 OF MAPS, RECORDS OF SAN DIEGO COUNTY, CALIFORNIA, DESCRIBED
AS FOLLOWS:
BEGINNING AT THE NORTHWEST CORNER OF SAID LOT 87 SAME BEING THE
INTERSECTION OF THE CENTER LINES OF JEFFERSON STREET AND GUAVA STREET;
THENCE EASTERLY ON THE CENTER LINE OF GUAVA STREET, TO THE NORTHEAST
CORNER OF LOT 87;
THENCE SOUTHERLY ON THE CENTER LINE OF MADISON AVENUE, 726 FEET;
THENCE WESTERLY, PARALLEL WITH THE CENTER LINE OF GUAVA STREET, 1320
FEET TO THE CENTER LINE OF JEFFERSON AVENUE;
THENCE NORTHERLY ON THE CENTER LINE OF JEFFERSON AVENUE, 726 FEET TO
THE POINT OF BEGINNING;
EXCEPTING THEREFROM ANY PORTIONS INCLUDED IN STREETS.
COUNTY OF SAN BERNARDINO
Those certain lots, pieces and parcels of land and other property,
rights and estates situated in the County of San Bernardino, State of
California, described as follows:
Duckworth Parcel
IMPROVED REAL PROPERTY LOCATED IN THE CITY OF NEWBERRY SPRINGS, COUNTY
OF SAN BERNARDINO, STATE OF CALIFORNIA, AND MORE COMMONLY KNOWN AS:
STAR ROUTE BOX 1
NEWBERRY SPRINGS, CALIFORNIA
AND MORE PARTICULARLY DESCRIBED AS:
THE SOUTH ONE HALF OF THE NORTHEAST ONE QUARTER OF THE SOUTHEAST ONE
QUARTER OF THE SOUTHEAST ONE QUARTER OF SECTION 8, TOWNSHIP 8 NORTH,
RANGE 4 EAST, S.B.B.M. IN THE COUNTY OF SAN BERNARDINO, STATE OF
CALIFORNIA.
ASSESSOR'S PARCEL NUMBER: 0529-101-13-0-000
Rim Forest Base
THAT CERTAIN BUILDING LOCATED ON THE REAL PROPERTY IN THE STATE OF
CALIFORNIA, COUNTY OF SAN BERNARDINO, MORE PARTICULARLY DESCRIBED AS
FOLLOWS:
PARCEL 1: LOTS 59 AND 60, AND THE WEST 10 FEET OF LOT 58, TRACT NO.
2414, RIM OF THE WORLD SUBDIVISION, IN THE COUNTY OF SAN BERNARDINO,
STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 34 OF MAPS, PAGE 45,
IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
PARCEL 2: LOTS 61 AND 62, TRACT NO. 2414, RIM OF THE WORLD
SUBDIVISION NO. 2, IN THE COUNTY OF SAN BERNARDINO, STATE OF
CALIFORNIA, AS PER MAP RECORDED IN BOOK 34 OF MAPS, PAGE 45, IN THE
OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
PARCEL 3 : LOT 63, TRACT NO. 2414, RIM OF THE WORLD SUBDIVISION NO.
2, IN THE COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, AS PER MAP
RECORDED IN BOOK 34 OF MAPS, PAGE 45, IN THE OFFICE OF THE COUNTY
RECORDER OF SAID COUNTY.
Needles Compressor Station
A PARCEL OF LAND IN THE CITY OF NEEDLES, COUNTY OF SAN BERNARDINO,
STATE OF CALIFORNIA, LYING IN THE SOUTHEAST QUARTER OF SECTION 29,
TOWNSHIP 9 NORTH, RANGE 23 EAST OF THE SAN BERNARDINO MERIDIAN,
DESCRIBED AS FOLLOWS:
THAT CERTAIN 18734.69 SQUARE FOOT PARCEL OF LAND DESCRIBED IN DEED
DATED JUNE 15, 1918 FROM T. J. AND ANNA M. MURPHY TO THE CALIFORNIA,
ARIZONA AND SANTA FE RAILWAY COMPANY (PREDECESSOR IN INTEREST TO THE
ATCHISON TOPEKA AND SANTA FE RAILWAY COMPANY), RECORDED AUGUST 9,
1918, IN BOOK 642, PAGE 4, RECORDS OF SAID COUNTY, SAID 18734.69
SQUARE FOOT PARCEL BEING DESCRIBED IN SAID DEED FOR REFERENCE AS
FOLLOWS:
"ALL THAT PORTION OF THE SOUTHWEST QUARTER OF THE SOUTHEAST QUARTER OF
SECTION 29, TOWNSHIP 9 NORTH, RANGE 23 EAST, SAN BERNARDINO MERIDIAN,
LYING NORTH AND EAST OF A LINE DRAWN FROM A POINT IN THE NORTH
BOUNDARY OF SAID SOUTHWEST QUARTER OF THE SOUTHEAST QUARTER OF SECTION
29, DISTANT 274.3 FEET WEST OF THE NORTHEAST CORNER OF SAID SOUTHWEST
QUARTER TO A POINT IN THE EAST BOUNDARY OF SAID SOUTHWEST QUARTER
DISTANT 136.6 FEET SOUTH FROM SAID NORTHEAST CORNER OF THE SOUTHWEST
QUARTER OF THE SOUTHEAST QUARTER OF SECTION 29; SAID TRACT CONTAINING
AN AREA OF 18734.69 SQUARE FEET, MORE OR LESS."
ALSO, THAT CERTAIN ONE ACRE PARCEL OF LAND DESCRIBED IN DEED DATED MAY
17, 1926 FROM T.J. AND ANNA M. MURPHY TO SAID THE CALIFORNIA, ARIZONA
AND SANTA FE RAILWAY COMPANY, RECORDED MAY 22, 1926 IN BOOK 100, PAGE
216, RECORDS OF SAID COUNTY, SAID 1 ACRE PARCEL BEING DESCRIBED IN
SAID DEED FOR REFERENCE AS FOLLOWS;
"BEGINNING AT THE SOUTHERN CORNER OF LAND CONVEYED BY SAID GRANTORS TO
SAID GRANTEE BY DEED DATED JUNE 15, 1918, AND RECORDED IN BOOK 642,
PAGE 4 OF DEEDS, RECORDS OF SAID SAN BERNARDINO COUNTY, SAID CORNER
BEING IN THE EAST LINE OF SAID SOUTHWEST QUARTER OF SOUTHEAST QUARTER;
THENCE SOUTH 0 DEGREES 43 MINUTES WEST ALONG SAID EAST LINE 111.7
FEET; THENCE NORTH 62 DEGREES 49 MINUTES WEST PARALLEL WITH AND 100
FEET SOUTHWESTERLY FROM THE SOUTHWESTERN LINE OF LAND CONVEYED TO SAID
GRANTORS 395.78 FEET TO A POINT 40 FEET SOUTH 0 DEGREES 43 MINUTES
WEST FROM THE SOUTH LINE OF BLOCK 103, AS SHOWN ON MAP OF NEEDLES,
RECORDED FEBRUARY 9, 1899, ON PAGES 17 AND 18 OF BOOK 13 OF MAPS,
RECORDS OF SAID SAN BERNARDINO COUNTY; THENCE NORTH 89 DEGREES 17
MINUTES WEST 250 FEET, MORE OR LESS, TO A POINT 40 FEET SOUTH 0
DEGREES 43 MINUTES WEST FROM THE SOUTHEAST CORNER OF BLOCK 102 OF SAID
NEEDLES MAP; THENCE NORTH 0 DEGREES 43 MINUTES EAST 40 FEET TO SAID
SOUTHEAST CORNER; THENCE SOUTH 89 DEGREES 17 MINUTES EAST 100 FEET TO
THE SOUTHWEST CORNER OF SAID BLOCK 103; THENCE SOUTH 89 DEGREES 17
MINUTES EAST ALONG THE SOUTH LINE OF SAID BLOCK 103 TO SAID
SOUTHWESTERN LINE OF LANDS CONVEYED BY SAID GRANTORS; THENCE SOUTH 62
DEGREES 49 MINUTES EAST ALONG SAID SOUTHWESTERN LINE 243.8 FEET TO THE
PLACE OF BEGINNING; CONTAINING AN AREA OF ONE ACRE, MORE OR LESS."
ALSO, THOSE CERTAIN LOTS AND BLOCKS DESCRIBED IN DEED DATED APRIL 12,
1927 FROM THE SOUTHERN PACIFIC LAND COMPANY TO THE SAID CALIFORNIA,
ARIZONA AND SANTA FE RAILWAY COMPANY, RECORDED JULY 1, 1927 IN BOOK
253, PAGE 14, RECORDS OF SAID COUNTY, SAID LOTS AND BLOCKS BEING
DESCRIBED IN SAID DEED FOR REFERENCE AS FOLLOWS;
"LOTS FIVE (5) AND SIX (6) IN BLOCK ONE HUNDRED THREE (103) AND ALL OF
BLOCK ONE HUNDRED FOUR (104), McWILLIAMS SURVEY OF THE TOWN OF
NEEDLES, ACCORDING TO THE PLAT THEREOF FILED IN THE OFFICE OF THE
COUNTY RECORDER OF SAID COUNTY ON FEBRUARY 9, 1899; TOGETHER WITH ALL
RIGHTS, PRIVILEGES AND APPURTENANCES THEREUNTO BELONGING OR IN ANYWISE
APPERTAINING."
G Street Base Boxing Arena Annex
THAT PORTION OF LOT 17, LYING SOUTH OF THE ATCHISON, TOPEKA AND SANTA
FE RAILROAD RIGHT OF WAY, IN BLOCK 11, OF RANCHO SAN BERNARDINO, IN
THE CITY OF SAN BERNARDINO, COUNTY OF SAN BERNARDINO, STATE OF
CALIFORNIA, AS PER PLAT RECORDED IN BOOK 7 OF MAPS, PAGE 2, RECORDS OF
SAID COUNTY, DESCRIBED AS FOLLOWS:
BEGINNING AT A POINT ON THE WEST LINE OF SAID LOT 17, ADJOINING THE
SOUTH LINE OF THE ATCHISON, TOPEKA AND SANTA FE RAILWAY RIGHT OF WAY;
THENCE SOUTH ALONG THE WEST LINE OF SAID LOT, 140 FEET;
THENCE EAST 200 FEET;
THENCE NORTH 140 FEET;
THENCE EAST 200 FEET TO THE POINT OF BEGINNING.
COUNTY OF TULARE
Those certain lots, pieces and parcels of land and other property,
rights and estates situated in the County of Tulare, State of
California, described as follows:
Visalia Town Gas Site
THAT PORTION OF THE WEST HALF OF THE SOUTHEAST QUARTER OF SECTION 29,
TOWNSHIP 18 SOUTH, RANGE 25 EAST, MOUNT DIABLO BASE AND MERIDIAN, IN
THE COUNTY OF TULARE, STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL
PLAT THEREOF, MORE PARTICULARLY DESCRIBED AS FOLLOWS, TO WIT:
BEGINNING AT THE SOUTHWEST CORNER OF BLOCK 5, DROUILLARD'S ADDITION TO
THE CITY OF VISALIA PER MAP RECORDED IN BOOK 5, PAGE 16, OF MAPS,
TULARE COUNTY RECORDS;
THENCE, SOUTH 89 deg. 44'15" EAST, 265.54 FEET TO THE SOUTHEAST CORNER
OF SAID BLOCK 5;
THENCE, NORTH 0 deg. 00'20" EAST, 17.00 FEET TO A POINT IN THE EAST LINE
OF SAID BLOCK 5;
THENCE, SOUTH 89 deg. 44'15" EAST, 50.00 FEET;
THENCE, NORTH 0 deg. 00'20" EAST, 223.62 FEET;
THENCE, NORTH 89 deg. 44'15" WEST, 50.00 FEET TO A POINT IN THE EAST
LINE OF SAID BLOCK 5; THENCE NORTH 0 deg. 00'20" EAST, 22.27 FEET TO THE
NORTHEAST CORNER OF SAID BLOCK 5;
THENCE, NORTH 89 deg. 42'50" WEST, 51 FEET;
THENCE, SOUTH 0 deg. 04'40" WEST, 90.03 FEET;
THENCE, NORTH 89 deg. 42'50" WEST, 214.21 FEET PARALLEL WITH THE NORTH
LINE OF SAID BLOCK 5 TO A POINT IN THE WEST LINE OF SAID BLOCK 5;
THENCE, SOUTH 0 deg. 04'40" WEST, 172.97 FEET TO THE POINT OF BEGINNING.
EXHIBIT A
[FORM OF REGISTERED BOND WITHOUT COUPONS, SERIES GG, DUE 2012]
[If this bond is issued as a global security, insert the following
legend: THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE
INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A
DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED
IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS
SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY
PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE
LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. ANY TRANSFER,
PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF HAS AN INTEREST
HEREIN.]
SOUTHERN CALIFORNIA GAS COMPANY
(Incorporated under the laws of the State of California)
FIRST MORTGAGE BOND, SERIES GG, DUE 2012
4.80%
No. ___ $___________
CUSIP No. 84 24 34 CA 8
SOUTHERN CALIFORNIA GAS COMPANY, a corporation organized and existing
under the laws of the State of California (hereinafter called the
"Corporation", which term shall include any successor corporation, as
defined in the Indenture hereinafter referred to), for value received,
hereby promises to pay to __________________________________________
[If this bond is issued as a global security, insert "CEDE & CO." in
the foregoing space] or registered assigns, the principal sum of
___________________________________ DOLLARS in lawful money of the
United States of America, on the first day of October, 2012, and to
pay interest thereon from the date of this bond, at the rate of 4.80%
per annum in like lawful money, payable semi-annually, on the first
day of April and October in each year, to the holder of record of this
bond on the immediately preceding fifteenth day of March or September,
respectively, commencing April 1, 2003, until the Corporation's
obligation with respect to the payment of such principal shall be
discharged as provided in the Indenture hereinafter mentioned. Both
the principal of and interest on this bond will be paid at the
corporate trust office of U.S. Bank, N.A., or its successor trustee
under said Indenture, in the City and County of San Francisco, State
of California [if this bond is a definitive bond, insert: ", or at the
office or agency in the Borough of Manhattan, City and County of New
York, State of New York, that the Corporation maintains for such
purpose"]. Notwithstanding the foregoing, so long as the holder of
the Series GG Bonds is a depositary, or its nominee, payment of the
principal of (and premium, if any) and interest on this bond will be
made by wire transfer of immediately available funds.
The provisions of this bond are continued on the reverse hereof and
such continued provisions shall for all purposes have the same effect
as though set forth at this place.
IN WITNESS WHEREOF, SOUTHERN CALIFORNIA GAS COMPANY has caused this
bond to be signed in its corporate name by the facsimile signature of
its authorized officer and a facsimile of its corporate seal to be
hereto affixed and attested by its Secretary or an Assistant
Secretary.
Dated:
SOUTHERN CALIFORNIA GAS COMPANY
By
Vice President
(CORPORATE SEAL)
Attest:
Secretary
[REVERSE SIDE - FORM OF REGISTERED BOND
WITHOUT COUPONS, SERIES GG, DUE 2012]
This bond is one of a duly authorized issue of bonds of the
Corporation (herein called the "bonds"), of the series hereinafter
specified, all issued and to be issued under and all equally and
ratably secured by a mortgage and deed of trust dated October 1, 1940,
between the Corporation and U.S. Bank, N.A., as successor trustee, to
which mortgage and deed of trust and all indentures supplemental
thereto, including Supplemental Indentures dated, respectively, as of
July 1, 1947, August 1, 1955, June 1, 1956, December 1, 1956, June 1,
1965, August 1, 1972, May 1, 1976, September 15, 1981, May 18, 1984,
November 15, 1986, January 15, 1988 and August 15, 1992 (herein
collectively referred to as the "Indenture"), reference is hereby made
for a description of the property conveyed in trust, mortgaged and
pledged, the nature and extent of the security, the rights of the
registered owners of the bonds and of the Trustee or trustees in
respect thereof, the terms and conditions upon which the bonds are,
and are to be, secured and the circumstances under which additional
bonds may be issued. The bonds may be issued for various principal
sums, and may be issued in series, which may mature at different
times, may bear interest at different times, may bear interest at
different rates and may otherwise vary as in the Indenture provided.
This bond in one of a series designated as the "First Mortgage Bonds,
Series GG, due 2012" (herein called "Series GG" Bonds) of the
Corporation, issued under and secured by the Indenture. Terms used
but not defined herein shall have the respective meanings assigned
thereto in the Indenture.
As provided in the Indenture, by any indenture or indentures
supplemental thereto executed by the Corporation and the Trustee and
consented to by the holders of not less than two-thirds (?) in
principal amount of the bonds at the time outstanding, and, in case
one or more, but less than all, of the series of bonds then
outstanding are affected by such supplemental indenture, consented to
by the holders of at least two-thirds (?) in principal amount of the
bonds of each series so affected, the Indenture or any indenture
supplemental thereto and the rights and obligations of the Corporation
and the holders of bonds, may be modified or altered from time to
time, as provided in the Indenture; provided, however, (a) that the
right of any holder of any bond to receive payment of the principal of
and interest on such bond, on or after the respective due dates
expressed in such bond, or to institute suit for the enforcement of
any such payment on or after such respective dates, shall not be
impaired or affected by any such supplemental indenture without the
consent of such holder, and (b) that no such modification or
alteration shall reduce the proportions of bondholders' consents
required as aforesaid; such proportions to be determined in each case
as provided in the Indenture.
The Series GG Bonds are entitled to the benefits of the Renewal Fund
as provided in the Indenture.
All or a portion of the Series GG Bonds may be redeemed at the
Corporation's option at any time or from time to time.
The price at which the Series GG Bonds will be redeemed (the
"Redemption Price") on the date fixed for such redemption (the
"Redemption Date") will be equal to the greater of the following
amounts: (a) 100% of the principal amount of the bonds being redeemed
on the Redemption Date; or (b) the sum of the present values of the
remaining scheduled payments of principal and interest on the Series
GG Bonds being redeemed on that Redemption Date (not including any
portion of any payments of accrued and unpaid interest to the
Redemption Date) discounted to the Redemption Date on a semiannual
basis at the Adjusted Treasury Rate (as defined below) plus 25 basis
points, as determined by the Reference Treasury Dealer (as defined
below), plus, in each case, accrued and unpaid interest thereon to the
Redemption Date. Notwithstanding the foregoing, installments of
interest on Series GG Bonds that are due and payable on Interest
Payment Dates falling on or prior to a Redemption Date will be payable
on such Interest Payment Dates to the registered holders of such
Series GG Bonds as of the close of business on the relevant record
date. The Redemption Price will be calculated on the basis of a 360-
day year consisting of twelve 30-day months.
Unless the Corporation defaults in payment of the Redemption Price, on
and after the Redemption Date interest will cease to accrue on the
Series GG Bonds or portions thereof called for redemption.
"Adjusted Treasury Rate" means, with respect to any Redemption Date,
the rate per annum equal to the semiannual equivalent yield to
maturity of the Comparable Treasury Issue, assuming a price for the
Comparable Treasury Issue (expressed as a percentage of its principal
amount) equal to the Comparable Treasury Price for such Redemption
Date.
"Comparable Treasury Issue" means the United States Treasury security
selected by the Reference Treasury Dealer as having a maturity
comparable to the remaining term of the Series GG Bonds to be redeemed
that would be utilized, at the time of selection and in accordance
with customary financial practice, in pricing new issues of corporate
debt securities of comparable maturity to the remaining term of such
Series GG Bonds.
"Comparable Treasury Price" means, with respect to any Redemption
Date, (A) the average of the Reference Treasury Dealer Quotations for
such Redemption Date, after excluding the highest and lowest such
Reference Treasury Dealer Quotations, or (B) if the Trustee is
furnished fewer than three such Reference Treasury Dealer Quotations,
the average of all such Quotations, or (C) if only one Reference
Treasury Dealer Quotation is received, such Quotation.
"Reference Treasury Dealer" means (A) ABN AMRO Incorporated and BNP
Paribas Securities Corp. (or their respective affiliates which are
Primary Treasury Dealers), and their respective successors; provided,
however, that if any of the foregoing shall cease to be a primary U.S.
Government securities dealer in New York City (a "Primary Treasury
Dealer"), the Corporation will substitute therefor another Primary
Treasury Dealer(s); and (B) any other Primary Treasury Dealer selected
by the Corporation.
"Reference Treasury Dealer Quotation" means, with respect to each
Reference Treasury Dealer and any Redemption Date, the average, as
determined by the Corporation, of the bid and asked prices for the
Comparable Treasury Issue (expressed in each case as a percentage of
its principal amount) quoted in writing to the Corporation by such
Reference Treasury Dealer at 5:00 p.m. (New York City time) on the
third business day preceding such Redemption Date.
In the event of redemption of this bond in part only, a new bond or
Series GG Bonds and of like tenor for the unredeemed portion hereof
will be issued in the name of the holder hereof upon the cancellation
hereof.
Notice of any such redemption will be mailed to the registered owners
of the Series GG Bonds to be redeemed not less than 30 nor more than
60 days before the Redemption Date. Once notice of redemption is
mailed, the Series GG Bonds called for redemption will become due and
payable on the Redemption Date and at the applicable redemption price,
plus accrued and unpaid interest to the Redemption Date. Upon the
Corporation's election to redeem all or a portion of the Series GG
Bonds, that redemption will not be conditional upon receipt by the
paying agent or the Trustee of monies sufficient to pay the Redemption
Price.
In case an event of default, as defined in the Indenture, shall occur,
the principal of all bonds then outstanding under the Indenture may be
declared or become due and payable upon the conditions and in the
manner and with the effect provided in the Indenture.
This bond is transferable by the registered owner hereof at the office
or agency of the Corporation in said City and County of San Francisco
[if this bond is a definitive bond, insert: ", or at the office or
agency in the Borough of Manhattan, City and County of New York, State
of New York, that the Corporation maintains for such purpose"] and in
such other place or places as the Corporation may designate at any
time or from time to time, and thereupon a new fully registered bond
or bonds of said series, without coupons, of authorized denomination
or denominations, of a like aggregate principal amount, will be issued
to the transferee or transferees in exchange for this bond; and at any
of said offices or agencies fully registered Series GG Bonds without
coupons, are exchangeable for a like aggregate principal amount of
other such fully registered bonds of authorized denominations; all in
the manner and subject to the conditions as provided in the Indenture.
No recourse shall be had for the payment of the principal of or the
interest on this bond or for any claim based hereon or on the
Indenture or any indenture supplemental thereto, against any
incorporator, stockholder, director or officer, past, present or
future, of the Corporation, or of any predecessor or successor
corporation, either directly or through the Corporation, or any such
predecessor or successor corporation, whether by virtue of any
constitution, statute or rule of law, or by the enforcement of any
assessment or penalty, or otherwise, all such liability being waived
and released by every registered owner hereof by the acceptance of
this bond and as part of the consideration for the issue hereof, and
being likewise waived and released by the terms of the Indenture.
This bond shall not become valid or obligatory for any purpose or be
entitled to any benefit under the Indenture until U.S. Bank, N.A., or
its successor as Trustee under the Indenture, shall have signed the
form of certificate endorsed hereon.
This bond shall be governed by and construed in accordance with the
laws of the State of California, without regard to conflicts of laws
principles thereof.
[FORM OF CERTIFICATE OF AUTHENTICATION]
CERTIFICATE
This bond is one of the bonds, of the series designated therein,
described in the within-mentioned Indenture.
U.S. BANK, N.A.
Trustee
By
Authorized Officer
SEMPRA ENERGY
2003 EXECUTIVE INCENTIVE PLAN
I. PURPOSE
The purpose of the 2003 Sempra Energy Executive Incentive Plan
(the "Plan") is to attract and retain highly qualified individuals;
to obtain from each the best possible performance; to establish a
performance goal based on objective criteria; and to include in such
individual's compensation package an incentive component that is tied
directly to the achievement of those objectives. Such component is
intended to qualify as performance-based compensation under Section
162(m) of the Internal Revenue Code of 1986, as amended (the "Code"),
so as to be fully deductible by Sempra Energy and its subsidiary
companies (collectively, the "Company").
II. EFFECTIVE DATE; TERM
The Plan is effective as of January 1, 2003, subject to
approval by the affirmative vote of a majority of shares of Sempra
Energy common stock voting at Sempra Energy's 2003 annual meeting of
stockholders, and shall remain in effect until such time as it shall
be terminated by the Compensation Committee (the "Compensation
Committee") of the Board of Directors (the "Board of Directors") of
Sempra Energy or any successor thereto.
III. ELIGIBILITY AND PARTICIPATION
Eligibility to participate in the Plan is limited to officers
or employees of the Company who are or may be "covered employees"
within the meaning of Section 162(m) of the Code. Participants in the
Plan ("Participants") shall be selected from time to time with
respect to each performance period by the Compensation Committee from
those eligible to participate in the Plan, which Participants shall
be designated in writing.
IV. BUSINESS CRITERIA
The Plan's performance goal shall be based upon the Company's
Operating Income for any performance period as shown on the Company's
audited statement of consolidated income ("Operating Income"). No
award shall be paid with respect to any performance period unless
there is positive Operating Income for such period.
V. PERFORMANCE GOAL
The Plan's performance goal shall be based on the Company's
Operating Income. For any performance period, the incentive
compensation pool (the "Incentive Pool") which shall be subject to be
awarded to Participants under the Plan shall be 1.5% of the Company's
Operating Income for the performance period, or such lesser
percentage of the Company's Operating Income that shall be determined
by the Compensation Committee.
Subject to the foregoing and to the limitations set forth in
Section VI, no awards shall be paid to Participants unless and until
the Compensation Committee makes a certification in writing with
respect to the attainment of the performance goal and the
determination of the Incentive Pool as required by Section 162(m) of
the Code.
VI. DETERMINATION OF INCENTIVE POOL AND AWARDS
The Compensation Committee may grant an award to a Participant
which shall be payable if there is positive Operating Income. The
maximum award payable to the Company's Chief Executive Officer for a
performance period, shall be 30% of the Incentive Pool for such
period and the maximum award payable to any other individual
Participants shall be 17.5% of the Incentive Pool for such period.
The maximum total awards payable to all Participants for any
performance period shall be 1.5% of the Company's Operating Income
for such period.
The Compensation Committee shall have authority to exercise
discretion in determining the amount of the Incentive Pool and the
amount of the targeted award granted to each Participant at the
beginning of a performance period, provided that the Incentive Pool
and each targeted award shall not exceed the foregoing maximum
limits. The Compensation Committee shall determine the amount of the
Incentive Pool and the targeted awards for any performance period no
later than the latest time permitted by Section 162(m) of the Code
(generally, for performance periods of one year or more, no later
than 90 days after the commencement of the performance period) and
while the performance relating to the performance goal remains
substantially uncertain within the meaning of Section 162(m) of the
Code.
The Compensation Committee shall have authority to exercise
discretion to reduce the amount of the Incentive Pool and of any
targeted award which shall be payable to any Participant at the end
of each performance period, subject to the terms, conditions and
limits of the Plan and of any other written commitment authorized by
the Compensation Committee. The Compensation Committee may at any
time establish (and once established, rescind, waive or amend)
additional conditions and terms of payment of awards (including but
not limited to the achievement of other financial, strategic or
individual goals, which may be objective or subjective) as it deems
desirable in carrying out the purposes of the Plan and may take into
account such other factors as it deems appropriate in administering
any aspect of the Plan. In determining the amount of any award to be
granted or to be paid to any Participant, the Compensation Committee
shall give consideration to the contribution which may be or has been
made by the Participant to achievement of the Company's established
objectives and such other matters as it shall deem relevant.
However, the Compensation Committee shall have no authority to
increase the amount of the Incentive Pool or the targeted award
granted to any Participant after the latest date permitted by Section
162(m) of the Code or to pay an award under the Plan if the
performance goal has not been satisfied.
The payment of an award to a Participant with respect to a
performance period shall be conditioned upon the Participant's
employment by the Company on the last day of the performance period;
provided, however, that in the discretion of the Compensation
Committee, awards may be paid to Participants who have died or have
become disabled or whose employment with the Company has been
terminated without cause prior to the last day of the performance
period, subject to all other terms and conditions of the Plan.
VII. FORM OF AWARDS
All awards shall be determined by the Compensation Committee
and shall be paid in cash or in Common Stock of the Company or in a
combination of cash and Common Stock, as determined by the Committee
in its discretion. Before the beginning of each performance period,
each Participant may elect that all or part of the Participant's
award for that period will be deferred and distributed at a later
date under The Sempra Energy Deferred Compensation and Excess Savings
Plan subject to the terms of the such plan or under any other plan
designated by the Committee that provides for the deferral of
compensation by Participants. Any shares of Common Stock paid to
Participants under the Plan shall be paid pursuant to the Company's
1998 Long Term Incentive Plan or any other plan designated by the
Compensation Committee that provides for the award of Common Stock to
Participants.
VIII. PAYMENT OF AWARDS
Awards may be paid at any time following the end of the
performance period; provided, however, that no awards shall be paid
unless and until the Compensation Committee certifies, in writing,
that the amounts payable with respect to each award, and all awards
in the aggregate, does not exceed the amount of the Incentive Pool
and that the amount payable to each Participant does not exceed the
amount of the maximum targeted award permitted by the Plan or the
amount of targeted award granted to the Participant at the beginning
of the performance period.
IX. SPECIAL AWARDS AND OTHER PLANS
Nothing contained in the Plan shall prohibit the Company from
granting awards or authorizing other compensation to any person under
any other plan or authority or limit the authority of the Company to
establish other special awards or incentive compensation plans
providing for the payment of incentive compensation to employees
(including those employees who are eligible to participate in the
Plan).
X. STOCKHOLDER APPROVAL
No awards shall be paid under the Plan unless and until Sempra
Energy's stockholders shall have approved the Plan and the
performance goal as required by Section 162(m) of the Code.
XI. ADMINISTRATION, AMENDMENT AND INTERPRETATION OF THE PLAN
The Compensation Committee shall administer the Plan. The
Compensation Committee shall consist solely of two or more members of
the board of directors who shall qualify as "outside directors" under
Section 162(m) of the Code. The Compensation Committee shall have
full power to construe and interpret the Plan, establish and amend
rules and regulations for its administration, and perform all other
acts relating to the Plan, including the delegation of administrative
responsibilities, that it believes reasonable and proper and in
conformity with the purposes of the Plan.
The Board of Directors shall have the right to amend the Plan
from time to time or to repeal it entirely or to direct the
discontinuance of awards either temporarily or permanently; provided,
however, that no amendment of the Plan that changes the maximum
amount of the Incentive Pool or the maximum percentage of the
Incentive Pool that may be payable to any Participant, as set forth
in Section VI, or materially amends the definition of Operating
Income as used in Section VI, shall be effective before approval by
the affirmative vote of a majority of shares voting at a meeting of
the Company's stockholders.
Any decision made, or action taken, by the Compensation
Committee arising out of or in connection with the interpretation
and/or administration of the Plan shall be final, conclusive and
binding on all persons affected thereby.
XII. RIGHTS OF PLAN PARTICIPANTS
Neither the Plan, nor the adoption or operation of the Plan,
nor any documents describing or referring to the Plan (or any part
hereof) shall confer upon any Participant any right to continue in
the employ of the Company or shall interfere with or restrict in any
way the rights of the Company, which are hereby expressly reserved,
to discharge any Participant at any time for any reason whatsoever,
with or without cause.
No individual to whom an award has been made or any other
party shall have any interest in the cash or any other asset of the
Company prior to such amount being paid.
No right or interest of any Participant shall be assignable or
transferable, or subject to any claims of any creditor or subject to
any lien.
XIII. MISCELLANEOUS
The Company shall deduct all federal, state and local taxes
required by law or Company policy from any award paid hereunder.
In no event shall the Company be obligated to pay to any
Participant an award for any period by reason of the Company's
payment of an award to such Participant in any other period, or by
reason of the Company's payment of an award to any other Participant
or Participants in such period or in any other period. Nothing
contained in this Plan shall confer upon any person any claim or
right to any payments hereunder. Such payments shall be made at the
sole discretion of the Compensation Committee.
The Plan shall be unfunded. Amounts payable under the Plan are
not and will not be transferred into a trust or otherwise set aside.
The Company shall not be required to establish any special or
separate fund or to make any other segregation of assets to assure
the payment of any award under the Plan. Any accounts under the Plan
are for bookkeeping purposes only and do not represent a claim
against the specific assets of the Company.
It is the intent of the Company that the Plan and awards made
hereunder shall satisfy and shall be interpreted in a manner that
satisfies any applicable requirements as performance-based
compensation within the meaning of Section 162(m) of the Code. Any
provision, application or interpretation of the Plan that is
inconsistent with this intent to satisfy the standards in Section
162(m) of the Code shall be disregarded.
Any provision of the Plan that is prohibited or unenforceable
shall be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions of the
Plan.
The Plan and the rights and obligations of the parties to the
Plan shall be governed by, and construed and interpreted in
accordance with, the law of the State of California (without regard
to principles of conflicts of law).
SEMPRA ENERGY
RETIREMENT PLAN FOR DIRECTORS
1. PURPOSE
The purpose of this unfunded plan is to retain outstanding directors
for Sempra Energy.
2. ELIGIBILITY
Members of the Sempra Energy Board of Directors who participated in
a Director Retirement Plan maintained by Pacific Enterprises, Enova
corporation or San Diego Gas & Electric ("Prior Plan") shall be
eligible to participate in this Plan which is a successor to the
Prior Plan.
Directors shall retire no later than the Annual Meeting of the
company held on or after the director's 72nd birthday.
3. LUMP SUM OPTION
Unless an eligible director makes an election pursuant to paragraph
4 below, he/she shall receive a lump sum benefit which is the
actuarial equivalent of the benefit in paragraph 4 (exclusive of any
benefit derived from post-retirement, retainer and/or fee
increases). Payment shall be as soon as practicable following
separation from the Board. Actuarial equivalency shall be
determined using the "Gatt rate" for the calendar month preceding
the calendar month in which the separation from the Board occurs.
4. ANNUAL BENEFIT OPTION
Each eligible director who elects the annual benefit option at least
one year before leaving the Board is entitled to an annual
retirement benefit equal to the sum of (a) the then-current year's
annual base retainer (exclusive of any amount paid for committee
service); and (b) the then-current fee for attending a regularly
scheduled meeting of the full Board in California, multiplied by 10,
subject to upward adjustments if the retainer and/or meeting fee
increases subsequent to retirement. In the event that an increase
occurs, the directors' retirement benefit will be adjusted effective
with the next scheduled payment. Retirement benefits payable to
directors who retired under a Prior Plan, are governed by that plan
as in effect at the time of retirement.
The amount of the annual retirement benefit will not be affected by
a director's deferral of compensation under the Deferred
Compensation Plan for Directors.
Benefit payments will start on the first day of the calendar quarter
on or after the date an eligible director leaves the Board, provided
the director is at least age 65. An eligible director who leaves
the Board prior to age 65 will start receiving benefit payments on
the first day of the calendar quarter in which the director turns
65. Benefits will be paid on the first day of each quarter
thereafter, and will be paid for a period equal to the length of the
director's service as an outside director under the Prior Plan plus
the director's service as an outside director under this plan to a
maximum of the greater of five years or ten years less the years of
Participation under the Prior Plan or until death, whichever occurs
first. Each quarterly payment will be one-fourth the annual
retirement benefit. There are no death benefits payable under this
plan except as provided in paragraph 5.
5. SURVIVOR BENEFITS
If a married eligible director dies after the start of benefit
payments, his/her surviving spouse shall receive the remaining
payments, if any, to which the eligible director would have been
entitled but for his/her death. Such benefits will cease upon the
surviving spouse's death. If an eligible married director dies
prior to the start of benefit payments, his/her surviving spouse
will receive a benefit calculated pursuant to paragraph 3, as soon
as is reasonably practicable following the eligible director's
death.
6. ADMINISTRATION
The Company's Compensation Committee shall have full and final
authority to interpret this plan and to make determinations that it
believes advisable for the administration of the plan. All
decisions and determinations by the Compensation Committee shall be
final and binding upon all parties.
7. GRANDFATHER BENEFIT
In the event that the retirement benefit calculated under the terms
of a Prior Plan is greater than the benefit amount under paragraph 3
herein, the eligible director shall receive a benefit equal to such
Prior Plan retirement benefit subject to the maximum provided in 4
above.
8. OFFSET AMOUNT
The benefit, if any, to be received under this Plan shall be reduced
dollar for dollar, but not below zero, by the benefit that an
eligible director (and/or his or her survivor) receives under the
Sempra Energy Executive Security Bonus Plan (the "EBP") multiplied
by a fraction the numerator of which is the present value of the
eligible director's accrued benefit hereunder measured as of the
date payment is received under the EBP and the denominator of which
is the sum of the present value of the eligible director's accrued
benefit hereunder and the value of the eligible director's account
balance, if any, under the Sempra Energy Deferred Compensation and
Excess Savings Plan, both measured as of the date payment is
received under the EBP. Such reduction shall be further enhanced by
interest on the offset amount accruing, at the average 30-year
Treasury rate for the calendar month preceding the date of the
change in control, from the time of distribution from the EBP to the
time of distribution hereunder.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS INTRODUCTION This section includes management's discussion and analysis of operating results from 2000 through 2002, and provides information about the capital resources, liquidity and financial performance of Sempra Energy and its subsidiaries (collectively referred to as "the company"). This section also focuses on the major factors expected to influence future operating results and discusses investment and financing activities and plans. It should be read in conjunction with the Consolidated Financial Statements included in this Annual Report. The company, headquartered in San Diego, California, is a Fortune 500 energy services company whose principal subsidiaries are San Diego Gas & Electric (SDG&E) and Southern California Gas Company (SoCalGas), collectively referred to as the California Utilities, and Sempra Energy Global Enterprises (Global), itself a holding company owning most of the company's other subsidiaries. Business Combination Sempra Energy was formed to serve as a holding company for Pacific Enterprises (PE), the parent corporation of SoCalGas, and Enova Corporation (Enova), the parent corporation of SDG&E, in a tax-free business combination that became effective on June 26, 1998. The California Utilities SDG&E provides service to 3.1 million consumers through 1.3 million electric meters in San Diego and southern Orange counties, and 789,000 natural gas meters in San Diego County. SDG&E's service area encompasses 4,100 square miles, covering 26 cities. SoCalGas is the nation's largest natural gas distribution utility and provides service to 18.9 million customers through 5.3 million meters. SoCalGas' service territory encompasses 23,000 square miles, from San Luis Obispo on the north to the Mexican border in the south, and 535 cities. Within that territory it does not provide retail service in the City of Long Beach or SDG&E's service territory in San Diego County but does provide wholesale service to the retail providers in these areas. Together, the two utilities serve more than 21 million customers through approximately 7 million gas and electric meters. Sempra Energy Global Enterprises Global's primary subsidiaries, headquartered in San Diego unless otherwise noted, are as follows: Sempra Energy Trading (SET), headquartered in Stamford, Connecticut, is a trading company that markets and trades physical and financial commodity products, including natural gas, power, petroleum products and base metals. During 2002, SET completed acquisitions that add base metals trading and warehousing to its business. See further discussion under "Investments" below. SET has more than 2,100 customers worldwide, including most of the major oil, gas and power companies in North America, Europe and Asia. Sempra Energy Resources (SER) acquires, develops and operates power plants for the competitive market. On October 31, 2002, SER acquired a coal-fired power plant from Texas-New Mexico Power SEMPRA ENERGY 1.
Company, as further discussed under "Capital Expenditures" below. SER's other merchant power plants use state-of-the-art, combined-cycle power generation technology and clean-burning natural gas to generate electricity for the wholesale market and retail electric providers, such as utilities, marketers and large energy users. It currently has two merchant power plants in operation (aggregating 525 megawatt (mW)), three under construction (aggregating 2,135 mW), and seven (not all of which will be built) that are at or beyond the permitting stage (aggregating 4,750 mW). The following table lists the mW of each power plant currently in operation, under construction or under development: Generating Power Plant Capacity Location ------------------------------------------------------------------------ In operation: Twin Oaks Power 305 Bremond, TX El Dorado (50% owned) 220 Boulder City, NV ------------------------------------------------------------------------ Total mW 525 ------------------------------------------------------------------------ Under construction: Mesquite Power 1,250 Arlington, AZ Termoelectrica De Mexicali 600 Mexicali, Baja California, Mexico Elk Hills Power (50% owned) 285 Bakersfield, CA ------------------------------------------------------------------------ Total mW 2,135 ------------------------------------------------------------------------ Permitting Stage: Bonnet Carre' 1,200 La Place, LA Cedar Power 600 Dayton, TX MC Energy 600 Dobbin, TX Copper Mountain Power 600 Boulder City, NV Eastalco 600 Frederick, MD South Shore Power 600 Lake Township, MI Palomar 550 Escondido, CA ------------------------------------------------------------------------ Total mW 4,750 ------------------------------------------------------------------------ Total mW 7,410 ------------------------------------------------------------------------ Sempra Energy International (SEI) develops, operates and owns energy projects in international markets. SEI currently is involved in joint or solo ventures that provide natural gas or electricity to more than 2.7 million customers in Argentina, Chile, Mexico, Peru and the United States. Sempra Energy Solutions (SES) sells energy commodities and provides an integrated mix of energy services, including facility management, supply and price-risk management, energy efficiency, energy asset management, performance contracting, and infrastructure ownership to assist commercial and industrial businesses in the changing energy environment. Other Sempra Energy Financial (SEF) invests in limited partnerships which own 1,300 affordable-housing properties throughout the United States, including Puerto Rico and the Virgin Islands. It also holds an interest in a limited partnership that produces synthetic fuel from coal. Through other subsidiaries, the company is involved in other energy-related products and services. SEMPRA ENERGY 2.
RESULTS OF OPERATIONS Overall Operations Operating Income--2002 Compared to 2001 California Utility Revenues and Cost of Sales. Natural gas revenues decreased to $3.3 billion in 2002 from $4.4 billion in 2001, and the cost of natural gas distributed decreased to $1.4 billion in 2002 from $2.5 billion in 2001. For the fourth quarter, natural gas revenues increased to $968 million in 2002 from $773 million in 2001, and the cost of natural gas distributed increased to $436 million in 2002 from $319 million in 2001. These changes were primarily attributable to changes in natural gas prices, as discussed below in "California Utility Operations." Electric revenues decreased to $1.3 billion in 2002 from $1.7 billion in 2001, and the cost of electric fuel and purchased power decreased to $0.3 billion in 2002 from $0.8 billion in 2001. For the fourth quarter, electric revenues increased to $312 million in 2002 from $284 million in 2001, and the cost of electric fuel and purchased power decreased to $76 million in 2002 from $87 million in 2001. These changes were mainly due to the effect of the California Department of Water and Resource's (DWR's) purchasing the net short position of SDG&E, and changes in electric commodity costs and operating costs, as discussed in "California Utility Operations." Other Operating Revenues. Other operating revenues, which consist primarily of revenues from Global, decreased to $1.5 billion in 2002 from $1.7 billion in 2001. This decrease was primarily due to lower revenues from SET and SEI, partially offset by an increase in SER's sales to the DWR. For the fourth quarter of 2002, other operating revenues increased to $408 million in 2002 from $242 million in 2001, due primarily to increases at SET and SER. See further discussion in "Sempra Energy Global Enterprises" below. Other Cost of Sales. Other cost of sales, which consists primarily of cost of sales at Global, decreased to $709 million in 2002 from $873 million in 2001 primarily due to the lower operating revenues as noted above for SET and SEI, offset by increased costs associated with SER's contract with the DWR as discussed below in "Sempra Energy Resources." For the fourth quarter, other cost of sales increased to $206 million in 2002 from $174 million in 2001 due primarily to increased operating revenues at SET and SER. See "Sempra Energy Global Enterprises" below for further discussion of the change in other cost of sales. Other Operating Expenses. Other operating expenses, primarily those of the California Utilities, increased to $1.9 billion in 2002 from $1.8 billion in 2001. The increase is due primarily to increased operating costs at the California Utilities and at SET. See further discussion below in "California Utility Operations" and "Sempra Energy Global Enterprises." Additionally, in 2001, there was a $30 million pre-tax charge for the surrender of a natural gas distribution franchise in Nova Scotia, offset by a $33 million pre-tax gain on the sale of a subsidiary, Energy America. Operating Income--2001 Compared to 2000 California Utility Revenues and Cost of Sales. Natural gas revenues increased to $4.4 billion in 2001 from $3.3 billion in 2000, and the cost of natural gas distributed increased to $2.5 billion in 2001 from $1.6 billion in 2000, primarily as the result of higher average costs and higher natural gas volumes in 2001. For the fourth quarter, natural gas revenues decreased to $773 million in 2001 from $969 million in 2000, and the cost of natural gas distributed decreased to $319 million in 2001 from $511 million in 2000. These decreases were attributable to the overall decrease in natural gas costs during the fourth quarter of 2001. SEMPRA ENERGY 3.
Electric revenues decreased to $1.7 billion in 2001 from $2.2 billion in 2000, and the cost of electric fuel and purchased power decreased to $0.8 billion in 2001 from $1.3 billion in 2000. For the fourth quarter, electric revenues decreased to $284 million in 2001 from $717 million in 2000, and the cost of electric fuel and purchased power decreased to $87 million in 2001 from $485 million in 2000. These decreases were attributable to the DWR's purchasing SDG&E's net short position for most of 2001, as compared to higher electric commodity costs paid directly by SDG&E in 2000. See additional discussion below in "California Utility Operations." Other Operating Revenues. Other operating revenues increased to $1.7 billion in 2001 from $1.3 billion in 2000, primarily due to higher revenues from SET. For the fourth quarter of 2001, other operating revenues decreased to $242 million from $481 million in 2000 primarily due to lower revenues from SET, resulting from the decreased volatility in energy commodity markets in the fourth quarter of 2001. See additional discussion below in "Sempra Energy Global Enterprises." Other Cost of Sales. Other cost of sales increased to $873 million in 2001 from $648 million in 2000, as discussed below in "Sempra Energy Global Enterprises." Other Operating Expenses. Other operating expenses increased to $1.8 billion in 2001 from $1.6 billion in 2000, as discussed below in "California Utility Operations" and "Sempra Global Enterprises." Other Income Other income, which primarily consists of interest income from short-term investments, equity earnings from unconsolidated subsidiaries and interest on regulatory balancing accounts, was $57 million, $86 million and $127 million in 2002, 2001 and 2000, respectively. The decrease in 2002 was primarily due to lower interest income from short-term investments and lower equity earnings from international investments, partially offset by increased earnings from SER's investment in the El Dorado power plant, as well as $22 million (pretax) in business interruption insurance proceeds related to outages at SER's El Dorado plant during 2001. The decrease in 2001 was primarily due to lower earnings from the El Dorado power plant and the 2000 gain on the sale of SoCalGas' minority investment in Plug Power, partially offset by higher interest income and the $19 million gain from SDG&E's sale of its property in Blythe, California in 2001. Other income for the fourth quarter was $16 million, $3 million and $42 million for 2002, 2001, and 2000, respectively. The increase in 2002 was due primarily to lower net regulatory interest expense. The decrease in 2001 from 2000 was due primarily to decreased equity earnings from unconsolidated subsidiaries. Interest Expense Interest expense was $294 million, $323 million and $286 million in 2002, 2001 and 2000, respectively. The decrease in 2002 was primarily due to an increase in capitalized interest related to construction projects, lower interest rates and the favorable effects of interest rate swaps. Interest rates on certain of the company's debt can vary with credit ratings, as described in Notes 4 and 5 of the notes to Consolidated Financial Statements. The increase in 2001 was primarily due to interest expense incurred on long-term debt issued in December of 2000 and June of 2001, and on higher short-term commercial paper borrowings in 2001. Interest expense for the fourth quarter was $70 million, $63 million and $70 million in 2002, 2001 and 2000, respectively. The increase in 2002 was attributable to the issuance of $600 million of equity units by the company and $250 million of first-mortgage bonds issued by SoCalGas, partially offset by SEMPRA ENERGY 4.
debt maturities at the California Utilities. The decrease in 2001 was due to lower debt balances and interest rates. Income Taxes Income tax expense was $146 million, $213 million and $270 million in 2002, 2001 and 2000, respectively. The effective income tax rates were 20.2 percent, 29.1 percent and 38.6 percent, respectively. The decreases in income tax expense and the effective rate for 2002 compared to 2001 were primarily due to the favorable resolution of income-tax issues at SDG&E in the second quarter of 2002 and increased income tax credits from synthetic fuel investments in 2002. The decreases in income tax expense and in the effective tax rate for 2001 compared to 2000 were primarily due to the favorable settlement of various tax issues and higher income tax credits, partially offset by the fact that any income tax benefits from certain losses outside the United States, primarily related to the Nova Scotia franchise surrender noted above, were not yet recordable in 2001. Income tax expense for the fourth quarter was $3 million in 2002, compared to a benefit of $40 million in 2001 and expense of $103 million in 2000. The increase in 2002 was due primarily to increased income before taxes, as well as the resolution in 2001 of prior-year tax issues. The decrease in 2001 compared to 2000 was due to the 2001 prior-year tax resolution, and lower income before taxes in the fourth quarter of 2001. The low effective income tax rate in the 2002 quarter was primarily due to increased income tax credits from affordable housing and synthetic fuel investments. These investments are discussed in Note 3 of the notes to Consolidated Financial Statements. Net Income Net income was $591 million, or $2.87 per diluted share of common stock, in 2002, compared to $518 million, or $2.52 per diluted share of common stock in 2001, and $429 million, or $2.06 per diluted share of common stock in 2000. Net income in 2002 includes an extraordinary item of $16 million ($0.08 per diluted share of common stock) net of tax, related to SET's acquisitions in 2002. ($2 million of the after-tax gain was recorded in the quarter ended June 30, 2002, and $14 million in the quarter ended December 31, 2002.) Excluding the effects of the extraordinary item, the increase in net income in 2002 was primarily due to improved results at SER, lower interest expense, the 2001 after-tax charge of $25 million for the surrender of the Nova Scotia natural gas distribution franchise and the effects of the income-tax matters referred to above, partially offset by lower income in 2002 from SET and the $20 million after-tax gain on sale of Energy America in 2001. The increase in 2001 compared to 2000 was primarily due to higher earnings from SET, as a result of higher volatility in the energy markets during the first half of 2001 and a substantial increase in trading volumes. Also contributing to the increase was the gain on the sale of Energy America, the favorable settlement of income tax issues and the effect in 2000 of a $30 million after-tax charge at SDG&E for regulatory issues. These factors were partially offset by the surrender of the Nova Scotia natural gas distribution franchise, and lower income from SER and SEI. See additional discussion in "California Utility Operations", "Sempra Energy Trading" and "Sempra Energy International" below. Net income for the fourth quarter was $148 million, or $0.72 per diluted share of common stock in 2002, compared with $107 million, or $0.52 per diluted share of common stock in 2001, and $95 million, or $0.47 per diluted share of common stock in 2000. Net income for the fourth quarter of 2002 includes the extraordinary item related to SET's acquisitions that increased net income by $14 million ($0.07 per diluted share of common stock). Excluding the effects of the extraordinary item, the increase in quarterly earnings in 2002 was primarily attributable to increased earnings at SET (from increased volatility in the energy markets and the contribution from the metals business) and increased earnings at SER from the DWR contract, offset partially by decreased profitability from SEI's Argentine investments. The increase in quarterly earnings for 2001 compared to 2000 was primarily attributable to the favorable settlement of various SEMPRA ENERGY 5.
income tax issues, partially offset by lower prices and reduced volatility in the energy markets, and development costs of new power plants. Book value per share was $13.79, $13.16 and $12.35, at December 31, 2002, 2001 and 2000, respectively. The increases in 2002 and 2001 were primarily the result of net income exceeding the sum of dividends and the foreign currency translation losses related to the Argentine peso (See Note 1 of the notes to Consolidated Financial Statements). California Utility Operations To understand the operations and financial results of the California Utilities, it is important to understand the ratemaking procedures to which they are subject. The California Utilities are regulated primarily by the California Public Utilities Commission (CPUC). It is the responsibility of the CPUC to regulate investor-owned utilities (IOUs) in a manner that serves the best interests of their customers while providing the IOUs the opportunity to earn a reasonable return on investment. In 1996, California enacted legislation restructuring California's electric industry. The legislation and related decisions of the CPUC were intended to stimulate competition and reduce electric rates. As part of the framework for a competitive electric-generation market, the legislation established the California Power Exchange (PX) and the Independent System Operator (ISO). The PX served as a wholesale power pool and the ISO scheduled power transactions and access to the electric transmission system. Supply/demand imbalances and a number of other factors resulted in abnormally high electric commodity costs beginning in mid-2000 and continuing into 2001. Due to subsequent industry restructuring developments, the PX suspended its trading operations in January 2001. As a result of the passage of Assembly Bill (AB) X1 in February 2001, the DWR began to purchase power from generators and marketers to supply a portion of the power requirements of the state's population that is served by IOUs. Through December 31, 2002, the DWR was purchasing SDG&E's full net short position (the power needed by SDG&E's customers other than that provided by SDG&E's nuclear generating facilities or its previously existing purchased power contracts). Starting on January 1, 2003, SDG&E and the other IOUs resumed their electric commodity procurement function based on a CPUC decision issued in October 2002. The natural gas industry experienced an initial phase of restructuring during the 1980s by deregulating natural gas sales to noncore customers. In December 2001, the CPUC issued a decision related to natural gas industry restructuring, adopting several provisions that the California Utilities believe will make natural gas service more reliable, more efficient and better tailored to the desires of customers. The CPUC anticipated implementation during 2002; however, implementation has been delayed. In connection with restructuring of the electric and natural gas industries, the California Utilities received approval from the CPUC for Performance-Based Ratemaking (PBR). Under PBR, income potential is tied to achieving or exceeding specific performance and productivity measures, such as demand side management and customer growth, rather than solely to expanding utility plant. See additional discussion of these situations under "Factors Influencing Future Performance" and in Notes 13 and 14 of the notes to Consolidated Financial Statements. SEMPRA ENERGY 6.
The tables below summarize the California Utilities' natural gas and electric volumes and revenues by customer class for the years ended December 31, 2002, 2001 and 2000. NATURAL GAS SALES, TRANSPORTATION & EXCHANGE (Dollars in millions, volumes in billion cubic feet) for the years ended December 31 Transportation & Natural Gas Sales Exchange Total Volumes Revenue Volumes Revenue Volumes Revenue --------------------------------------------------------------------------------- 2002: Residential 289 $2,089 2 $ 8 291 $2,097 Commercial and industrial 117 635 294 183 411 818 Electric generation plants -- -- 264 51 264 51 Wholesale -- -- 16 4 16 4 -------------------------------------------------- 406 $2,724 576 $246 982 2,970 Balancing accounts and other 285 ------- Total $3,255 ------- 2001: Residential 297 $2,797 2 $ 6 299 $2,803 Commercial and industrial 113 903 262 174 375 1,077 Electric generation plants -- -- 417 104 417 104 Wholesale -- -- 40 10 40 10 -------------------------------------------------- 410 $3,700 721 $294 1,131 3,994 Balancing accounts and other 377 ------- Total $4,371 ------- 2000: Residential 284 $2,446 3 $ 13 287 $2,459 Commercial and industrial 107 760 339 225 446 985 Electric generation plants -- -- 373 130 373 130 Wholesale -- -- 25 18 25 18 -------------------------------------------------- 391 $3,206 740 $386 1,131 3,592 Balancing accounts and other (287) ------- Total $3,305 --------------------------------------------------------------------------------- SEMPRA ENERGY 7.
ELECTRIC TRANSMISSION AND DISTRIBUTION (Dollars in millions, volumes in million kWhs) for the years ended December 31 2002 2001 2000 --------------------------------------------------------------------------- Volumes Revenue Volumes Revenue Volumes Revenue --------------------------------------------------------------------------- Residential 6,266 $ 649 6,011 $ 775 6,304 $ 730 Commercial 6,053 633 6,107 753 6,123 747 Industrial 1,883 160 2,792 325 2,614 310 Direct access 3,448 117 2,464 84 3,308 99 Street and highway lighting 88 9 89 10 74 7 Off-system sales 5 -- 413 88 899 59 ----------------------------------------------- 17,743 1,568 17,876 2,035 19,322 1,952 Balancing and other (306) (359) 232 ----------------------------------------------- Total 17,743 $1,262 17,876 $1,676 19,322 $2,184 --------------------------------------------------------------------------- Although commodity-related revenues from the DWR's purchasing of SDG&E's net short position are not included in revenue, the associated volumes and distribution revenue are included herein. California Utility Operations--2002 Compared to 2001 Natural Gas Revenue and Cost of Gas Distributed. Natural gas revenues decreased to $3.3 billion in 2002 from $4.4 billion in 2001, and the cost of natural gas distributed decreased to $1.4 billion in 2002 from $2.5 billion in 2001. The decrease in natural gas revenue is primarily due to lower natural gas prices and decreased transportation for electric generation plants and the loss of approximately 100 million cubic feet per day in load on the San Diego system when the North Baja pipeline began service in September 2002. The decrease in cost of natural gas distributed was primarily due to lower average natural gas commodity prices. For the fourth quarter, natural gas revenues increased to $968 million in 2002 from $773 million in 2001, and the cost of natural gas distributed increased to $436 million in 2002 from $319 million in 2001 due primarily to increased natural gas prices. Under the current regulatory framework, changes in core-market natural gas prices (natural gas purchased for customers that are primarily residential and small commercial and industrial customers, without alternative fuel capability) or consumption levels do not affect net income, since core customer rates generally recover the actual cost of natural gas on a substantially concurrent basis and consumption levels are fully balanced. However, SoCalGas' Gas Cost Incentive Mechanism (GCIM) allows SoCalGas to share in the savings or costs from buying natural gas for customers below or above monthly benchmarks. The mechanism permits full recovery of all costs within a tolerance band above the benchmark price and refunds all savings within a tolerance band below the benchmark price. The costs or savings outside the tolerance band are shared between customers and shareholders. See further discussion in Notes 1 and 14 of the notes to Consolidated Financial Statements. Electric Revenue and Cost of Electric Fuel and Purchased Power. Electric revenues decreased to $1.3 billion in 2002 from $1.7 billion in 2001, and the cost of electric fuel and purchased power decreased to $0.3 billion in 2002 from $0.8 billion in 2001. These decreases were primarily due to the DWR's purchases of SDG&E's net short position for a full year in 2002, the effect of lower electric commodity costs and decreased off-system sales. Under the current regulatory framework, changes in commodity costs normally do not affect net income. The commodity costs associated with the DWR's purchases and the corresponding sale to SDG&E's customers are not included in the Statements of Consolidated Income as SDG&E was merely transmitting the electricity from the DWR to the SEMPRA ENERGY 8.
customers. Similarly, in 2001, PX/ISO power revenues have been netted against purchased-power expense to avoid double counting as SDG&E sold power to the PX/ISO and then purchased power therefrom. For the fourth quarter, electric revenues increased to $312 million in 2002 from $284 million in 2001, and the cost of electric fuel and purchased power decreased to $76 million in 2002 from $87 million in 2001. The increase in electric revenues was due primarily to higher electric distribution and transmission revenue as well as additional revenues from the Incremental Cost Incentive Pricing (ICIP) mechanism, while the decrease in cost of electric fuel and purchased power was due primarily to a decrease in average electric commodity costs. Refer to Note 13 of the notes to Consolidated Financial Statements for further discussion of ICIP and the San Onofre Nuclear Generating Station (SONGS). Other Operating Expenses. Other operating expenses increased to $1.4 billion in 2002 from $1.3 billion in 2001. For the fourth quarter, other operating expenses increased to $445 million in 2002 from $366 million in 2001. The increases were primarily due to higher labor and employee benefits costs and increases in other operating costs, including operating costs that are associated with SDG&E's nuclear generating facilities and balancing account costs at SoCalGas. California Utility Operations--2001 Compared to 2000 Natural Gas Revenue and Cost of Gas Distributed. Natural gas revenues increased to $4.4 billion in 2001 from $3.3 billion in 2000, and the cost of natural gas distributed increased to $2.5 billion in 2001 from $1.6 billion in 2000. These increases were due to higher average natural gas commodity prices and higher volumes of natural gas sales in 2001. For the fourth quarter, natural gas revenues decreased to $773 million in 2001 from $969 million in 2000, and the cost of natural gas distributed decreased to $319 million in 2001 from $511 million in 2000. These decreases were attributable to the lower natural gas costs in the fourth quarter of 2001. Electric Revenue and Cost of Electric Fuel and Purchased Power. Electric revenues decreased to $1.7 billion in 2001 from $2.2 billion in 2000, and the cost of electric fuel and purchased power decreased to $0.8 billion in 2001 from $1.3 billion in 2000. For the fourth quarter, electric revenues decreased to $284 million in 2001 from $717 million in 2000, and the cost of electric fuel and purchased power decreased to $87 million in 2001 from $485 million in 2000. These decreases were primarily due to the DWR's purchasing of SDG&E's net short position starting in February 2001, offset by a $30 million after-tax charge for regulatory issues in 2000 related to a potential regulatory disallowance for the acquisition of wholesale power in the newly deregulated California market. Other Operating Expenses. Other operating expenses increased to $1.3 billion in 2001 from $1.1 billion in 2000. For the fourth quarter, other operating expenses increased to $366 million in 2001 from $338 million in 2000. These increases were primarily due to increased wages and employee benefits costs, as well as increases in the operating costs that are associated with balancing accounts and, therefore, do not affect net income. SEMPRA ENERGY 9.
Sempra Energy Global Enterprises The following table is a summary of Global's operating revenues, cost of sales, operating expenses and operating income (loss) by business unit. For the Years ended December 31 ----------------------------------------------------------- Dollars in millions 2002 2001 2000 ----------------------------------------------------------- OPERATING REVENUES Sempra Energy Trading $ 821 $1,047 $ 822 Sempra Energy Resources 349 178 11 Sempra Energy International 176 289 159 Sempra Energy Solutions 177 180 103 Other 2 59 243 ------------------------------- Total $1,525 $1,753 $1,338 ------------------------------- COST OF SALES Sempra Energy Trading $ 293 $ 320 $ 266 Sempra Energy Resources 218 185 2 Sempra Energy International 148 257 141 Sempra Energy Solutions 56 92 57 Other -- 26 211 ------------------------------- Total $ 715 $ 880 $ 677 ------------------------------- OPERATING EXPENSES Sempra Energy Trading $ 304 $ 370 $ 269 Sempra Energy Resources 44 21 19 Sempra Energy International 49 70 40 Sempra Energy Solutions 66 68 51 Other 20 32 42 ------------------------------- Total $ 483 $ 561 $ 421 ------------------------------- OPERATING INCOME (LOSS) Sempra Energy Trading $ 203 $ 330 $ 256 Sempra Energy Resources 84 (29) (13) Sempra Energy International (34) (51) (30) Sempra Energy Solutions 43 4 (18) Other (20) (3) (21) ------------------------------- Total $ 276 $ 251 $ 174 ----------------------------------------------------------- Operating income (loss) is also net of depreciation and amortization expense, and taxes other than income taxes. It does not include foreign-currency gains, interest income, equity earnings from unconsolidated subsidiaries and other items that are included in "other income--net" in the Statements of Consolidated Income. Revenues and cost of sales for the other business units of Global were higher in 2000 due to the sale of Energy America in January 2001. Global--2002 Compared to 2001 Operating Revenues. Operating revenues for Global decreased to $1.5 billion in 2002 from $1.8 billion in 2001. This decrease was primarily due to lower revenues from SET as a result of decreased volatility in energy commodity markets and decreased energy commodity prices during 2002, partially offset by increased revenues from new acquisitions. Additionally, SEI experienced lower revenues as a result of decreased prices for power from its Rosarito pipeline. These decreases were partially offset by the increase in SER's sales to the DWR that commenced in June 2001 through September 2001 at below cost, and recommenced in April 2002 at favorable contract rates under its SEMPRA ENERGY 10.
long-term contract. For the fourth quarter of 2002, other operating revenues increased to $416 million from $294 million in 2001. The increase was primarily due to increased revenues at SET as a result of higher volatility in energy commodity markets in the fourth quarter of 2002, as well as the increased revenues at SER. Cost of Sales. Other cost of sales decreased to $715 million in 2002 from $880 million in 2001. This decrease was primarily due to the lower operating revenues discussed above for SET and SEI, and lower costs for SES related to project deliveries, offset by increased costs associated with SER's contract with the DWR. For the fourth quarter, other cost of sales increased to $207 million in 2002 from $180 million in 2001, primarily related to the increased operating revenues at SET and SER. Operating Expenses. Operating expenses for Global decreased to $483 million in 2002 from $561 million in 2001. Operating expenses decreased due primarily to decreased labor costs associated with the lower SET and SEI revenues discussed above. For the fourth quarter, operating expenses increased to $138 million in 2002 from $109 million in 2001, due primarily to increased costs associated with the higher fourth quarter revenues at SET and SER. Global--2001 Compared to 2000 Operating Revenues. Operating revenues for Global increased to $1.8 billion in 2001 from $1.3 billion in 2000. This increase was primarily due to higher revenues from SET as a result of increased volatility and trading volumes in energy commodity markets during the first half of 2001, and due to SER's contracted sale of electricity to the DWR at a discounted price in 2001. This was partially offset by the sale of Energy America in the first quarter of 2001. For the fourth quarter, other operating revenues decreased in 2001 from 2000 primarily due to lower revenues from SET as the result of the decreased volatility in energy commodity markets in the fourth quarter of 2001, as well as the sale of Energy America. Cost of Sales. Other cost of sales increased to $880 million in 2001 from $677 million in 2000, primarily due to the increase in operating revenues for SET noted above and SER's costs associated with the DWR contract. For the fourth quarter, other cost of sales decreased in 2001 from 2000, primarily due to the decrease in the volatility of energy commodity markets previously mentioned. Operating Expenses. Operating expenses increased to $561 million in 2001 from $421 million in 2000 due primarily to increased labor costs for SET's operations. For the fourth quarter, operating expense decreased in 2001 from 2000, primarily due to lower volatility of energy commodity markets. SEMPRA ENERGY 11.
Net Income by Business Unit For the years ended December 31 -------------------------------------------------------------------- Dollars in millions 2002 2001 2000 -------------------------------------------------------------------- California Utilities Southern California Gas Company $212 $207 $ 206 San Diego Gas & Electric 203 177 145 ------------------------------- Total Utilities 415 384 351 Global Enterprises Sempra Energy Trading 126 196 155 Sempra Energy Resources 60 (27) 29 Sempra Energy International 26 25 33 Sempra Energy Solutions 21 1 (14) Interest and other (38) (22) (28) ------------------------------- Total Global Enterprises 195 173 175 Sempra Energy Financial 36 28 28 Parent and other (55) (67) (125) ------------------------------- Consolidated $591 $518 $ 429 -------------------------------------------------------------------- Southern California Gas Company Net income for SoCalGas increased to $212 million in 2002 compared to $207 million in 2001 primarily due to lower interest expense in 2002, partially offset by higher depreciation in 2002 and the 2000 GCIM award recorded in 2001. Net income for the fourth quarter of 2002 decreased compared to the fourth quarter of 2001, primarily due to increased operating costs, partially offset by lower interest expense in 2002. Net income for SoCalGas increased to $207 million in 2001 from $206 million in 2000 primarily due to higher natural gas volumes in 2001, offset by the gain on sale of SoCalGas' minority investment in Plug Power during 2000. Net income for the fourth quarter of 2001 decreased compared to the fourth quarter of 2000, primarily due to the sale of the investment in Plug Power. San Diego Gas & Electric Net income increased to $203 million in 2002 from $177 million in 2001. The increase was primarily due to a $25 million after-tax benefit from the favorable resolution of prior year income-tax issues in the second quarter of 2002 and lower interest expense in 2002, partially offset by the 2001 gain on sale of SDG&E's Blythe property and lower interest income in 2002. Net income increased to $53 million for the fourth quarter of 2002, compared to $45 million for the corresponding period in 2001 primarily due to higher natural gas and electric distribution and transmission revenues and income tax adjustments in 2002, partially offset by the 2001 Blythe gain. Net income increased to $177 million in 2001 from $145 million in 2000. The increase was primarily due to the Blythe gain, lower interest expense and a $30 million after-tax charge in 2000 related to a potential regulatory disallowance. These increases were partially offset by lower interest income from affiliates. Net income increased to $45 million for the fourth quarter of 2001, compared to $38 million for the corresponding period in 2000 as a result of the Blythe property sale. SEMPRA ENERGY 12.
Sempra Energy Trading SET recorded net income of $126 million in 2002, compared to net income of $196 million and $155 million in 2001 and 2000, respectively. The decrease in net income in 2002 compared to 2001 was primarily due to increased revenues in 2001 resulting from higher volatility in energy commodity markets during the first half of 2001, partially offset by the extraordinary gain of $16 million, earnings from new acquisitions and increased synthetic fuel credits in 2002. The increase in net income for 2001 compared to 2000 was primarily due to high volatility in energy commodity markets during the first half of 2001 and an increase in trading volumes, partially offset by reduced profitability in Europe. A summary of SET's net unrealized revenues for trading activities for the years ended December 31, 2002 and 2001 (dollars in millions) follows: 2002 2001 ------------------------------------------- Balance at beginning of year $ 405 $ (72) Additions 442 1,333 Realized (667) (856) -------------- Balance at end of year $ 180 $ 405 ------------------------------------------- The estimated fair values for SET's net unrealized trading assets as of December 31, 2002, and the periods during which unrealized revenues are expected to be realized, are (dollars in millions): 2004 2006 Total and and Fair Source of fair value 2003 2005 2007 Thereafter Value - -------------------------------------------------------------------------------- Prices actively quoted $ 175 $100 $12 $-- $ 287 Prices provided by other external sources (6) (3) (4) 21 8 Prices based on models and other valuation methods 4 9 11 2 26 ----------------------------------- Over-the-counter revenue (1) 173 106 19 23 321 Exchange contracts (2) (166) 24 1 -- (141) ----------------------------------- Total $ 7 $130 $20 $23 $ 180 - -------------------------------------------------------------------------------- (1) The present value of unrealized revenue to be received or (paid) from outstanding OTC contracts. (2) Cash (paid) or received associated with open Exchange contracts. Sempra Energy Resources SER recorded net income of $60 million in 2002, compared to a net loss of $27 million in 2001 and net income of $29 million in 2000. The increase in results for 2002 was primarily due to SER's sales to the DWR that recommenced in April 2002 at contract rates under its long-term contract, compared to 2001 sales which were at below cost, and the recovery in 2002 of business interruption insurance related to outages at the El Dorado plant in 2001. Losses in 2001 arose from development costs of new generation projects and from selling power to the DWR at below cost in 2001. Sempra Energy International Net income for SEI in 2002 was $26 million, compared to $25 million and $33 million for 2001 and 2000, respectively. The increase in net income for 2002 was primarily due to the after-tax charge of $25 million in 2001 following the surrender of Sempra Atlantic Gas' natural gas distribution franchise in Nova Scotia, partially offset by reduced profitability from SEI's Argentine subsidiaries in 2002. A discussion of the Argentine economic issue is included in Notes 1 and 3 of the notes to SEMPRA ENERGY 13.
Consolidated Financial Statements. The decrease in net income for 2001 was primarily due to the surrender of the natural gas franchise noted above, partially offset by increased earnings at the Latin American subsidiaries. Additional information concerning the company's international operations is provided in Note 3 of the notes to Consolidated Financial Statements. Sempra Energy Solutions SES recorded net income of $21 million in 2002, compared to net income of $1 million in 2001 and a net loss of $14 million in 2000. The increase in net income from 2001 to 2002 is primarily due to increased commodity sales. The loss for 2000 is primarily attributable to start-up costs, which continued in 2001 but which were more than offset by increased commodity sales in 2001. In delivering electric and natural gas supplies to its commercial and industrial customers, SES hedges its price exposure through the use of exchange-traded and over-the-counter financial instruments. A summary of SES' net unrealized revenues for trading activities for the years ended December 31, 2002 and 2001 (dollars in millions) follows: 2002 2001 --------------------------------------- Balance at beginning of year $ 55 $ 1 Additions 90 62 Realized (55) (8) ---------- Balance at end of year $ 90 $55 --------------------------------------- The estimated fair values for SES' net unrealized trading assets as of December 31, 2002, and the periods during which unrealized revenues are expected to be realized, are (dollars in millions): 2004 2006 Total and and Fair Source of fair value 2003 2005 2007 Thereafter Value ------------------------------------------------------- Exchange contracts $ 1 $-- $ -- $ -- $ 1 Prices actively quoted 48 32 8 1 89 -------------------------------- Total $49 $32 $ 8 $ 1 $90 ------------------------------------------------------- Sempra Energy Financial SEF invests as a limited partner in affordable-housing properties. SEF's portfolio includes 1,300 properties throughout the United States, including Puerto Rico and the Virgin Islands. These investments are expected to provide income tax benefits (primarily from income tax credits) over 10-year periods. SEF also has an investment in a limited partnership which produces synthetic fuel from coal. SEF recorded net income of $36 million in 2002 and $28 million in each of 2001 and 2000. The increase in 2002 was due primarily to increased tax benefits resulting from increased synthetic fuel production. Whether SEF will invest in additional properties will depend on Sempra Energy's income tax position. Parent and Other Net losses for Parent and Other were $55 million, $67 million and $125 million in 2002, 2001 and 2000, respectively. The decrease in net losses in 2002 was attributable to the consolidating elimination of intercompany profits. During 2001, certain intercompany mark-to-market revenues recognized by subsidiaries were deferred in consolidation until the completion of the sales to the end customer. In 2002, most of these deferred revenues were no longer deferred. The decrease in net losses from 2000 to 2001 was due primarily to charges in 2000 relating to income tax and credit issues associated with pre-merger operations of subsidiaries that are no longer active. SEMPRA ENERGY 14.
CAPITAL RESOURCES AND LIQUIDITY The company's California Utility operations are the major source of liquidity. Funding of other business units' capital expenditures is partly dependent on the California Utilities' paying sufficient dividends to Sempra Energy. Beginning in the third quarter of 2000 and continuing into the first quarter of 2001, SDG&E's liquidity and its ability to make funds available to Sempra Energy were adversely affected by the electric cost undercollections resulting from a temporary ceiling on electric rates legislatively imposed in response to high electric commodity costs. Growth in these undercollections ceased as a result of an agreement with the DWR, under which the DWR was obligated to purchase electricity for SDG&E's customers to fill SDG&E's full net short position consisting of the power and ancillary services required by SDG&E's customers that were not provided by SDG&E's nuclear generating facilities or its previously existing purchased-power contracts. The agreement with the DWR extended through December 31, 2002. Starting on January 1, 2003, SDG&E and other California IOUs resumed their electric commodity procurement function based on a CPUC decision issued in October 2002. In addition, AB 57 and implementing decisions by the CPUC provide for periodic adjustments to rates that would reflect the costs of power and are intended to ensure the timely recovery of any undercollections. Another issue with potential implications to capital resources and liquidity is the ownership of certain power sale contracts. The company believes that all profits associated with the contracts properly are for the benefit of SDG&E shareholders rather than customers, whereas the CPUC asserted that all the profits should accrue to the benefit of customers. On December 19, 2002, in a 3-to-2 decision, the CPUC approved a proposed settlement that divides the profits from these contracts, $199 million for SDG&E customers and $173 million for SDG&E shareholders. Of the $199 million in profits allocated to customers, $175 million had already been credited to ratepayers in 2001. The remaining $24 million was applied as a balancing account transfer that reduced the AB 265 balancing account in December 2002. The profits allocated to customers reduce SDG&E's AB 265 undercollection, but do not adversely affect SDG&E's financial position, liquidity or results of operations. The term of a commissioner who voted to approve the settlement has expired, and a new commissioner has been appointed. On January 29, 2003, the CPUC's Office of Ratepayer Advocates, the City of San Diego and the Utility Consumers' Action Network, a consumer-advocacy group, filed requests for a CPUC rehearing of the decision. On February 13, 2003, the company filed its opposition to rehearing of the decision. Parties requesting a rehearing and parties to any rehearing may also appeal the CPUC's final decision to the California appellate courts. For additional discussion, see "Factors Influencing Future Performance-Electric Industry Restructuring and Electric Rates" herein and Note 13 of the notes to Consolidated Financial Statements. At December 31, 2002, the company had $455 million in cash and $2.25 billion in unused, committed lines of credit available. As of December 31, 2002, $600 million of the lines was supporting commercial paper and variable-rate debt. In addition, in February 2003, the company issued $400 million of senior unsecured notes with a 10-year term at a fixed interest coupon of 6 percent. The proceeds were used to repay short-term debt. Management believes these amounts, cash flows from operations, and new security issuances will be adequate to finance capital expenditure requirements, shareholder dividends, any new business acquisitions or start-ups, and other commitments. If cash flows from operations were significantly reduced and/or the company was unable to issue new securities under acceptable terms, neither of which is considered likely, the company would be required to reduce non-utility capital expenditures and investments in new businesses. Management continues to regularly monitor the company's ability to adequately meet the needs of its operating, financing and investing activities. At the California Utilities, cash flows from operations and from new and refunding debt issuances are expected to continue to be adequate to meet utility capital expenditure requirements and provide significant dividends to Sempra Energy. SEMPRA ENERGY 15.
SET provides cash to or requires cash from Sempra Energy as the level of its net trading assets fluctuates with prices, volumes, margin requirements (which are substantially affected by credit ratings and price fluctuations) and the length of its various trading positions. Its status as a source or use of Sempra Energy cash also varies with its level of borrowing from its own sources. During 2002, SET's borrowings from the company varied from a low of $6 million to a high of $754 million, and were $418 million at December 31, 2002. Company management continuously monitors the level of SET's cash requirements in light of the company's overall liquidity. Such monitoring includes the procedures discussed in "Market Risk" below. SER's projects are expected to be financed through a combination of the existing synthetic lease, project financing, SER's borrowings and funds from the company. Its capital expenditures over the next several years may require some additional funding. SEI is expected to require funding from the company and/or external sources to continue the expansion of its existing natural gas distribution operations in Mexico and its planned development of liquefied natural gas (LNG) facilities. SES is expected to require moderate amounts of cash in the near future as its commodity and energy services businesses continue to grow. SEF is expected to continue to be a net provider of cash through reductions of consolidated income tax payments resulting from its investments in affordable housing and synthetic fuel. CASH FLOWS FROM OPERATING ACTIVITIES Net cash provided by operating activities totaled $1.4 billion, $0.7 billion and $0.9 billion for 2002, 2001 and 2000, respectively. The increase in cash flows from operations in 2002 compared to 2001 was attributable to SDG&E's collection of a portion of prior purchased-power costs (the remaining balance of which decreased to $392 million at December 31, 2001 and $215 million at December 31, 2002 from a high in mid-2001 of $750 million), the refunds to large customers in 2001 resulting from AB 43X (which extended a temporary 6.5-cents rate cap to include SDG&E's large customers), and the change to a net income tax liability position at December 31, 2002 compared to a net income tax asset position at the end of 2001. In addition, cash flows from operations increased due to less growth in net trading assets and the payment of higher trade payables in 2001. These increases were partially offset by a decrease in deferred income taxes and investment tax credits and higher accounts receivable in 2002 resulting from an increase in SoCalGas' natural gas commodity costs for the fourth quarter of 2002 compared to the corresponding period in the prior year. See further discussion on the 2001 impact of regulatory balancing accounts activity for the California Utilities below. The decrease in cash flows from operating activities in 2001 compared to 2000 was primarily attributable to the decrease in accounts payable due to lower natural gas costs in 2001 compared to 2000 and the result of balancing account activity at SoCalGas. This included returns of prior overcollections and the temporary effects of higher-than-expected costs of natural gas and public-purpose programs and lower-than-expected sales volumes. The decrease was partially offset by lower accounts receivable balances at the end of 2001. The SoCalGas activity was further offset by the increase in overcollected balancing accounts at SDG&E and the fact that 2001 included refunds by SDG&E to large customers resulting from AB 43X. In 2000, SDG&E paid higher customer refunds for surplus rate-reduction-bond proceeds. SEMPRA ENERGY 16.
CASH FLOWS FROM INVESTING ACTIVITIES Net cash used in investing activities totaled $1.7 billion, $1.0 billion and $0.9 billion for 2002, 2001 and 2000, respectively. The increase in cash used in investing activities in 2002 compared to 2001 was primarily due to increased capital expenditures primarily at SER and the California Utilities. For 2001, cash flows used in investing activities primarily consisted of capital expenditures for the upgrade and expansion of utility plant in California, construction costs for facilities under development in Mexico, and investments in generating plants being constructed in the western United States, partially offset by net proceeds received from the sale of the company's investment in Energy America. Capital Expenditures for Property, Plant and Equipment Capital expenditures increased to $1.2 billion in 2002, compared with $1.1 billion in 2001. The increase was due to higher expenditures by SER and the California Utilities in 2002. Capital expenditures in 2001 were $300 million higher than in 2000 primarily due to power plant construction costs at SER. See further discussion below. The California Utilities Capital expenditures for property, plant, and equipment by the California Utilities were $731 million in 2002 compared to $601 million in 2001 and $522 million in 2000. The increases in 2002 and 2001 were due to additions to SDG&E's natural gas and electric distribution systems, improvements to SoCalGas' distribution system, and expansion of pipeline capacity to meet increased demand by electric generators and by commercial and industrial customers. The expansion of SoCalGas' pipeline capacity was completed in 2002. Sempra Energy Resources On October 31, 2002, SER purchased a 305-megawatt, coal-fired power plant (renamed Twin Oaks Power) from Texas-New Mexico Power Company for $120 million. SER has a five-year contract to sell substantially all of the output of the plant. In connection with the acquisition, SER also assumed a contract which includes annual commitments to purchase lignite coal either until an aggregate minimum volume has been achieved or through 2025. See discussion below on SER's 2003 commitments for construction of its power plants. In September 2001, ground was broken for the Mesquite Power Plant. Located near Phoenix, Arizona, the $690 million, 1,250-megawatt project will provide electricity to wholesale energy markets in the Southwest region. Commercial operations at 50-percent capacity are expected to commence in June 2003 and project completion is anticipated in January 2004. The project is being financed primarily via the synthetic lease agreement described in Note 15 of the notes to Consolidated Financial Statements. Construction expenditures as of December 31, 2002 were $558 million and SER has commitments of $50 million related to this project. Financing under the synthetic lease in excess of $280 million requires 103 percent collateralization through the purchase of U.S. Treasury obligations in similar amounts. During 2002, the company purchased $228 million of U.S. Treasury obligations as collateral, which is included in "Investments" on the Consolidated Balance Sheets. In February 2001, the company announced plans to construct Termoelectrica de Mexicali, a $350 million, 600-megawatt power plant near Mexicali, Mexico. Fuel for the plant will be supplied via the pipeline from Arizona to Tijuana discussed below. It is anticipated that the electricity produced by the plant will be available for markets in California, Arizona and Mexico via a newly constructed 230,000-volt transmission line. Construction of the power plant began in the second half of 2001. During 2002 SEMPRA ENERGY 17.
and as of December 31, 2002, $158 million and $308 million, respectively, have been invested in the project, which has begun testing and is scheduled for completion by mid-2003. Sempra Energy International In the third quarter of 2002, SEI completed construction of the 140-mile Gasoducto Bajanorte Pipeline that connects the Rosarito Pipeline south of Tijuana, Mexico, with a pipeline being built by PG&E Corporation that will connect to Arizona. The 30-inch pipeline can deliver up to 500 million cubic feet per day of natural gas to new generation facilities in Baja California, including SER's Termoelectrica de Mexicali power plant discussed above. Capacity on the pipeline is fully subscribed. Total capital expenditures of $124 million have been made by SEI through December 31, 2002. SEI's Mexican subsidiaries Distribuidora de Gas Natural (DGN) de Mexicali, DGN de Chihuahua and DGN de La Laguna Durango built and operate natural gas distribution systems in Mexicali, Chihuahua and the La Laguna-Durango zone in north-central Mexico, respectively. At December 31, 2002, SEI owned interests of 60, 95 and 100 percent in the projects, respectively. Through December 31, 2002, DGN de Mexicali, DGN de Chihuahua and DGN de La Laguna Durango have made capital expenditures of $23 million, $57 million and $32 million, respectively. Total capital expenditures for these subsidiaries in 2002 were $15 million. On February 7, 2003, SEI completed its purchase of the remaining interests in DGN de Mexicali, DGN de Chihuahua, Transportadora de Gas Natural, a supplier of natural gas to the Presidente Juarez power plant in Rosarito, Baja California, and other subsidiaries. In October 2001, Sempra Energy announced plans to develop a major new LNG receiving terminal to bring natural gas supplies into northwestern Mexico and southern California. The plant, Energia Costa Azul, would be located on the Pacific Coast, north of Ensenada, Baja California, Mexico. SEI initially purchased a 300-acre site for the terminal for a purchase price of $19.7 million. Subsequently, it purchased additional land for the terminal for $2.6 million. As currently planned, the plant would have a send-out capacity of approximately 1 billion cubic feet per day of natural gas through a new 40-mile pipeline between the terminal and existing pipelines in the San Diego/Baja California border area. The project is currently estimated to cost $600 million and to commence commercial operations in 2007. In 2000, SEI invested $159 million in two Argentine natural gas utility holding companies (Sodigas Pampeana S.A. and Sodigas Sur S.A.). Other In February 2003, Sempra LNG Corp., a newly created subsidiary of Global, announced an agreement to acquire the proposed Hackberry, La., LNG project from a subsidiary of Dynegy, Inc. Sempra LNG Corp. initially will pay Dynegy $20 million, with additional payments contingent on the performance of the project. The project has received preliminary approval from the Federal Energy Regulatory Commission (FERC) and expects a final decision later this year. If the project is approved, Sempra LNG Corp. would build an LNG receiving facility capable of processing up to 1.5 billion cubic feet per day of natural gas. The total cost of the project is expected to be about $700 million. The project could begin commercial operations as early as 2007. Investments Investments and acquisition costs were $442 million, $111 million and $243 million for 2002, 2001 and 2000, respectively. The increase in 2002 was due to collateral requirements associated with the synthetic lease financing for the construction of the Mesquite Power Plant and SET's acquisition of new businesses. For discussion of the synthetic lease, see Note 15 of the notes to Consolidated Financial Statements. SEMPRA ENERGY 18.
Sempra Energy Trading During 2002, SET completed acquisitions that added base metals trading and warehousing to its trading business. On February 4, 2002, SET completed the acquisition of London-based Sempra Metals Limited, a leading metals trader on the London Metals Exchange, for $65 million, net of cash acquired. On April 26, 2002, SET completed the acquisition of the assets of New York-based Sempra Metals & Concentrates Corp., a leading global trader of copper, lead and zinc concentrates, for $24 million. Also in April 2002, SET completed the acquisition of the Liverpool, England-based Henry Bath & Sons Limited, which provides warehousing services for non-ferrous metals in Europe and Asia, and the assets of the U.S. warehousing business of Henry Bath, Inc., for a total of $30 million, net of cash acquired. All of these entities were part of the former MG Metals Group, which had been recently acquired by Enron. In January 2003, SET purchased from CMS Energy's marketing and trading unit a substantial portion of its wholesale natural gas trading book for $17 million. Sempra Energy Resources During 2002 and 2001, SER invested $39 million and $91 million, respectively, in the Elk Hills Power Project (Elk Hills), a $395 million, 570-megawatt power plant near Bakersfield, California, which is anticipated to be completed in May 2003. SER anticipates its share of the remaining construction costs will be $35 million. Elk Hills, an unconsolidated subsidiary, is being developed in a 50/50 joint venture with Occidental Energy Ventures Corporation (Occidental) and will supply electricity to California. Information concerning litigation with Occidental is provided in Note 15 of the notes to Consolidated Financial Statements. Other In August 2000, SES purchased its partner's 50-percent interests in Atlantic-Pacific Las Vegas and Atlantic-Pacific Glendale for a total of $40 million, thereby acquiring full ownership of these companies. In September 2000, the company acquired for $8 million a significant minority interest in Atlantic Electric and Gas, a United Kingdom retail energy marketer. See further discussion of investing activities, including the $223 million foreign currency exchange adjustment relating to Argentina, in Note 3 of the notes to Consolidated Financial Statements. Future Construction Expenditures and Investments The company expects to make capital expenditures of $1.3 billion in 2003, including $300 million which is not yet committed. Significant capital expenditures are expected to include $750 million for California utility plant improvements and $230 million for SER power plant construction and other capital projects. These expenditures are expected to be financed by operations and security issuances. Over the next five years, the company expects to make capital expenditures of approximately $4 billion at the California Utilities and is committed to $350 million of capital expenditures at the other subsidiaries, including completion of the three power plants being constructed by SER. In addition, the company is evaluating an additional $2 billion of capital expenditures, which is not yet committed. Construction, investment and financing programs are periodically reviewed and revised by the company in response to changes in economic conditions, competition, customer growth, inflation, customer rates, the cost of capital, and environmental and regulatory requirements. In addition, the unprecedented number of existing power plants and other energy-related facilities that are in excess of market demand in certain regions of the country or that are owned by companies in financial distress may provide the company with opportunities to acquire existing power plants instead of or in addition to new construction. SEMPRA ENERGY 19.
The company's level of construction expenditures and investments in the next few years may vary substantially, and will depend on the availability of financing and business opportunities providing desirable rates of return. The company's intention is to finance any sizeable expenditures so as to maintain the company's strong investment-grade ratings and capital structure. Smaller expenditures will be made by the use of existing liquidity. CASH FLOWS FROM FINANCING ACTIVITIES Net cash provided by financing activities totaled $138 million, $275 million and $192 million for 2002, 2001 and 2000, respectively. Cash flows from financing activities decreased in 2002 from 2001 due primarily to the higher temporary drawdowns of lines of credit in 2001, partially offset by new debt issuances in 2002. Net cash provided by financing activities in 2001 was more than that provided in 2000 due to a $160 million loan obtained from an unconsolidated affiliate in 2001. Long-Term and Short-Term Debt In 2002, the company issued $1.2 billion in long-term debt, including $600 million of equity units at Sempra Energy and $250 million of 4.80% first-mortgage bonds at SoCalGas. The 4.80% first-mortgage bonds mature on October 1, 2012. The bonds are not subject to a sinking fund and are not redeemable prior to maturity except through a make-whole mechanism. Proceeds from the bond sale have become part of the company's general treasury funds to replenish amounts previously expended to refund and retire indebtedness and will be used for working capital and other general corporate purposes. Each equity unit consists of $25 principal amount of the company's 5.60% senior notes due May 17, 2007 and a contract to purchase for $25 on May 17, 2005, between .8190 and .9992 of a share of the company's common stock (to be determined by the then-prevailing market prices). The company used the net proceeds of the offering to repay a portion of its short-term debt, including debt used to finance the capital expenditure program for Global. In addition, SER drew down $300 million against a line of credit to finance construction projects and acquisitions. Repayment of long-term debt of $479 million included repayments at maturity of $100 million of SoCalGas' 6.875% first-mortgage bonds and $28 million of SDG&E's 7.625% first-mortgage bonds, and the calling of $10 million of SDG&E's 8.5% first-mortgage bonds. Additionally, the company repaid $200 million of the $300 million borrowed under a line of credit in 2002 and $66 million of rate-reduction bonds. The net short-term debt reduction of $307 million in 2002 primarily consisted of the paydown of commercial paper. On September 30, 2002, SoCalGas cancelled a fixed-to-variable interest-rate swap on $175 million of first-mortgage bonds. The $6 million gain on the transaction is being amortized over the life of the bonds, which mature in 2025. On September 10, 2002, Global replaced its expiring $1.2 billion revolving line of credit with a $950 million syndicated line. The new revolving line of credit is guaranteed by Sempra Energy and its interest rate varies with market rates and credit ratings. It expires in September 2003, at which time outstanding borrowings may be converted to a one-year term loan. The agreement requires Sempra Energy to maintain a debt-to-total capitalization ratio (as defined in the agreement) of not to exceed 65 percent. SEMPRA ENERGY 20.
In May 2002, SDG&E and SoCalGas replaced their individual revolving lines of credit with a combined revolving credit agreement under which each utility may individually borrow up to $300 million, subject to a combined borrowing limit for both utilities of $500 million. Each utility's revolving credit line expires on May 16, 2003, at which time it may convert its then outstanding borrowings to a one-year term loan, subject to having obtained any requisite regulatory approvals. Borrowings under the agreement, which are available for general corporate purposes including back-up support for commercial paper and variable-rate long-term debt, would bear interest at rates varying with market rates and the borrowing utility's credit rating. The agreement requires each utility to maintain a debt-to-total capitalization ratio (as defined in the agreement) of not to exceed 60 percent. The rights, obligations and covenants of each utility under the agreement are individual rather than joint with those of the other utility, and a default by one utility would not constitute a default by the other. In 2001, the company issued $500 million in long-term debt, primarily for capital expenditures by the Global subsidiaries. The net short-term debt increase of $310 million in 2001 primarily represented borrowings through Global. Funds were used to finance construction costs of various power plant and pipeline projects in California, Arizona and Mexico. During 2001, $82 million of the Employee Stock Ownership (ESOP) debt and $25 million of variable-rate unsecured bonds were remarketed at 7.375 percent and 6.75 percent, respectively. In addition, SEI refinanced $160 million of its long-term notes through an Offering Memorandum of Chilquinta Energia Finance Co. LLC, which, like the company's other investments in Peru and Chile, is owned 50 percent by SEI and 50 percent by PSEG Global. Repayments on long-term debt in 2001 included $150 million of first-mortgage bonds, $66 million of rate-reduction bonds and $120 million of unsecured debt. In 2000, the company issued $500 million of long-term notes and $200 million of mandatorily redeemable trust preferred securities to finance the repurchase of 36.1 million shares of its outstanding common stock. The company issued an additional $300 million of long-term notes during 2000 to repay a portion of its short-term debt. The net increase in short-term debt primarily represents borrowings through Global used to finance the construction of natural gas distribution systems by SEI and borrowings by SET to finance increased trading activities. Repayments on long-term debt in 2000 included $10 million of first-mortgage bonds, $66 million of rate-reduction bonds and $51 million of unsecured debt. In addition, in December 2000, $60 million of variable-rate industrial development bonds were put back by the holders and remarketed in February 2001 at a fixed interest rate of 7 percent. In February 2003, the company issued $400 million of senior unsecured notes with a 10-year term at a fixed interest rate of 6 percent. The proceeds were used to replace short-term debt. Capital Stock Transactions In April and May of 2002, the company publicly offered and sold $600 million of "Equity Units." Each unit consists of $25 of the company's 5.60% senior notes due May 17, 2007 and a contract to purchase for $25 on May 17, 2005, between ..8190 and .9992 of a share of the company's common stock, with the precise number determined by the then-prevailing market price. The company used the net proceeds of the offering primarily to repay a portion of its short-term debt, including the repayment of $200 million borrowed by SER in April 2002 and other debt used to finance the capital expenditure program for Global. As noted above, in February 2000, the company completed a self-tender offer, purchasing 36.1 million shares of its outstanding common stock at $20 per share. In March 2000, the company's board of directors authorized the optional expenditure of up to $100 million to repurchase shares of common stock from time to time in the open market or in privately negotiated transactions. Under this authorization, the company acquired 162,400 shares in July 2000, 60,000 shares in November 2001 and 674,400 shares in July 2002. SEMPRA ENERGY 21.
Dividends Dividends paid on common stock amounted to $205 million in 2002, $203 million in 2001 and $244 million in 2000. The lower dividends in 2001 and 2002 were due to the company's repurchase of 36.1 million shares of its outstanding common stock in 2000. The payment of future dividends and the amount thereof are within the discretion of the company's board of directors. The CPUC's regulation of the California Utilities' capital structure limits the amounts that are available for loans and dividends to the company from the California Utilities. At December 31, 2002, SDG&E and SoCalGas each could have provided $250 million to Sempra Energy (combined loans and dividends). At December 31, 2002, SDG&E and SoCalGas had loans to Sempra Energy of $250 million and $86 million, respectively. Capitalization Total capitalization, including the current portion of long-term debt and excluding the rate-reduction bonds (which are non-recourse to the company) at December 31, 2002 was $7.8 billion. The debt-to-capitalization ratio was 59 percent at December 31, 2002. Significant changes in capitalization during 2002 included long-term borrowings and dividends. Cash and Cash Equivalents At December 31, 2002, the company had $455 million of cash and $2.35 billion of committed lines of credit, $100 million of which was borrowed. As of December 31, 2002, $600 million of the lines was supporting commercial paper and variable-rate debt. Management believes these amounts and cash flows from operations and new security issuances will be adequate to finance capital expenditures, shareholder dividends, any new business acquisitions or start-ups, and other commitments. Other information concerning the credit lines and related matters is provided in Notes 4, 5 and 10 of the notes to Consolidated Financial Statements. Commitments The following is a summary of the company's principal contractual commitments at December 31, 2002 (dollars in millions). Trading liabilities are not included herein as such derivative transactions are primarily hedged against trading assets. In addition, liabilities reflecting fixed price contracts and other derivatives are excluded as they are primarily offset against regulatory assets at the California Utilities. Additional information concerning commitments is provided above and in Notes 4, 5, 11 and 15 of the notes to Consolidated Financial Statements. By Period - ---------------------------------------------------------------------------------- 2004 2006 and and Description 2003 2005 2007 Thereafter Total - ---------------------------------------------------------------------------------- Short-term debt $ 570 $ -- $ -- $ -- $ 570 Long-term debt 281 1,145 783 2,159 4,368 Mandatorily redeemable trust preferred securities -- -- -- 200 200 Preferred stock of subsidiaries subject to mandatory redemption -- 3 3 19 25 Operating leases 94 205 208 1,385 1,892 Purchased power contracts 257 455 437 2,285 3,434 Natural gas contracts 897 424 135 157 1,613 Construction commitments 162 7 -- 95 264 Twin Oaks coal supply 28 54 46 310 438 SONGS decommissioning 20 22 9 258 309 Environmental commitments 16 31 11 -- 58 - ---------------------------------------------------------------------------------- Totals $2,325 $2,346 $1,632 $6,868 $13,171 - ---------------------------------------------------------------------------------- SEMPRA ENERGY 22.
Credit Ratings As of January 31, 2003, credit ratings for Sempra Energy and its primary subsidiaries were as follows: S&P Moody's Fitch ------------------------------------------------------------- SEMPRA ENERGY Unsecured Debt A- Baa1 A Commercial Paper A-2 P-2 F1 Trust Preferred Securities BBB Baa2 A- ------------------ SDG&E Secured Debt A+ A1 AA Unsecured Debt A A2 AA- Preferred Stock A- Baa1 A+ Commercial Paper A-1 P-1 F1+ ------------------ SOCALGAS Secured Debt A+ A1 AA Unsecured Debt A A2 AA- Preferred Stock A- Baa1 A+ Commercial Paper A-1 P-1 F1+ ------------------ PACIFIC ENTERPRISES Preferred Stock BBB+ -- A+ ------------------ GLOBAL Unsecured Debt guaranteed by Sempra Energy -- Baa1 -- Sempra Guaranteed Commercial Paper A-2 P-2 F1 ------------------ As of January 31, 2003, the company has a stable outlook rating from all three credit rating agencies. FACTORS INFLUENCING FUTURE PERFORMANCE Base results of the company in the near future will depend primarily on the results of the California Utilities, while earnings growth and fluctuations will result primarily from activities at SET, SER, SEI and other businesses. The factors influencing future performance are summarized below. CALIFORNIA UTILITIES Electric Industry Restructuring and Electric Rates Supply/demand imbalances and a number of other factors resulted in abnormally high electric-commodity costs beginning in mid-2000 and continuing into 2001. This caused SDG&E's customer bills to be substantially higher than normal. In response, legislation enacted in September 2000 imposed a ceiling of 6.5 cents/kilowatt hour (kWh) on the cost of electricity that SDG&E could pass on to its small-usage customers on a current basis. SDG&E accumulated the amount that it paid for electricity in excess of the ceiling rate in an interest-bearing balancing account. This undercollection amounted to $447 million, $392 million and $215 million at December 31, 2000, 2001 and 2002, respectively. In February 2001, the DWR began to purchase power from generators and marketers to supply a portion of the state's power requirements that is served by IOUs. From early 2001 to December 31, 2002, the DWR purchased SDG&E's full net short position (the power needed by SDG&E's customers, other than that provided by SDG&E's nuclear generating facilities or its previously existing purchase power contracts). In October 2002, the CPUC issued a decision directing the resumption of the electric commodity procurement function by IOUs by January 1, 2003. SEMPRA ENERGY 23.
An unresolved issue is the ownership of certain power sale profits stemming from intermediate term purchase power contracts entered into by SDG&E during the early stages of California's electric utility industry restructuring. On December 19, 2002, the CPUC rendered a 3-to-2 decision approving the June 2002 proposed settlement previously described in the company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2002, that divides the profits from these contracts, $199 million for SDG&E customers and $173 million for SDG&E shareholders. Of the $199 million in profits allocated to customers, $175 million had already been credited to ratepayers in 2001. The remaining $24 million was applied as a balancing account transfer that reduced the AB 265 balancing account in December 2002. The profits allocated to customers reduce SDG&E's AB 265 undercollection, but do not adversely affect SDG&E's financial position, liquidity or results of operations. The term of a commissioner who voted to approve the settlement has expired, and a new commissioner has been appointed. On January 29, 2003, the CPUC's Office of Ratepayer Advocates, the City of San Diego and the Utility Consumers' Action Network, a consumer-advocacy group, filed requests for a CPUC rehearing of the decision. On February 13, 2003, the company filed its opposition to rehearing of the decision. Parties requesting a rehearing and parties to any rehearing may also appeal the CPUC's final decision to the California appellate courts. Operating costs of SONGS Units 2 and 3 (including nuclear fuel and related financing costs) and incremental capital expenditures are recovered through the ICIP mechanism which allows SDG&E to receive approximately 4.4 cents per kilowatt-hour for SONGS generation. Any differences between the actual amounts of these costs and the incentive price affect net income. For the year ended December 31, 2002, ICIP contributed $50 million to SDG&E's net income. The CPUC has rejected an administrative law judge's proposed decision to end ICIP prior to its December 31, 2003 scheduled expiration date. However, the CPUC has also denied the previously approved market-based pricing for SONGS beginning in 2004 and instead provided for traditional rate-making treatment under which the SONGS ratebase would begin at zero, essentially eliminating earnings from SONGS until ratebase grows. The company has applied for rehearing of this decision. See additional discussion of this and related topics in Note 13 of the notes to Consolidated Financial Statements. Natural Gas Restructuring and Gas Rates On December 11, 2001, the CPUC issued a decision adopting the following provisions affecting the structure of the natural gas industry in California, some of which could introduce additional volatility into the earnings of the California Utilities and other market participants: a system for shippers to hold firm, tradable rights to capacity on SoCalGas' major gas transmission lines, with SoCalGas' shareholders at risk for whether market demand for these rights will cover the cost of these facilities; a further unbundling of SoCalGas' storage services, giving SoCalGas greater upward pricing flexibility (except for storage service for core customers) but with increased shareholder risk for whether market demand will cover storage costs; new balancing services, including separate core and noncore balancing provisions; a reallocation among customer classes of the cost of interstate pipeline capacity held by SoCalGas and an unbundling of interstate capacity for natural gas marketers serving core customers; and the elimination of noncore customers' option to obtain natural gas procurement service from the California Utilities. During 2002 the California Utilities filed a proposed implementation schedule and revised tariffs and rules required for implementation. However, protests of these compliance filings were filed and the CPUC has not yet authorized implementation of most of the provisions of its decision. On December 30, 2002, the CPUC deferred acting on a plan to implement its decision. Allowed Rates of Return Effective January 1, 2003, SoCalGas' authorized rate of return on ratebase (ROR) is 8.68 percent and its rate of return on common equity (ROE) is 10.82 percent. These rates will be effective until the next SEMPRA ENERGY 24.
periodic review by the CPUC unless market interest-rate changes are large enough to trigger an automatic adjustment prior thereto, which last occurred in October 2002 and adjusted rates downward from the previous 9.49 percent (ROR) and 11.6 percent (ROE) to the current levels. This change results in a revenue requirement decrease of $10.5 million. Effective January 1, 2003, SDG&E's authorized rate of return on equity is 10.9 percent (increased from 10.6 percent) for SDG&E's electric distribution and natural gas businesses. This change results in a revenue requirement increase of $2.4 million ($1.9 million electric and $0.5 million natural gas) and increases SDG&E's overall rate of return from 8.75 percent to 8.77 percent. These rates remain in effect through 2003. Either utility can earn more than the authorized rate by controlling costs below approved levels or by achieving favorable results in certain areas such as various incentive mechanisms. In addition, earnings are affected by customer growth. Cost of Service (COS) and Performance-Based Regulation The COS and PBR cases for the California Utilities were filed on December 20, 2002. The filings outline projected expenses (excluding the commodity cost of electricity or natural gas consumed by customers or expenses for programs such as low-income assistance) and revenue requirements for 2004 and a formula for 2005 through 2008. SoCalGas' cost of service study proposes an increase in natural gas base rate revenues of $130 million. SDG&E's cost of service study proposes increases in electric and natural gas base rate revenues of $58.9 million and $21.6 million, respectively. The filings also requested a continuance and expansion of PBR in terms of earnings sharing and performance service standards that include both reward and penalty provisions related to customer satisfaction, employee safety and system reliability. The resulting new base rates are expected to be effective on January 1, 2004. A CPUC decision is expected in late 2003. The California Utilities' profitability is dependent upon their ability to control costs within base rates. The California Utilities' PBR mechanisms are in effect through December 31, 2003, at which time the mechanisms will be updated. That update will include, among other things, a reexamination of the California Utilities' reasonable costs of operation to be allowed in rates. An October 10, 2001 decision denied the California Utilities' request to continue equal sharing between ratepayers and shareholders of the estimated savings for the merger discussed in Note 1 and, instead, ordered that all of the estimated 2003 merger savings go to ratepayers. This decision will adversely affect the California Utilities' 2003 net income by $35 million. Utility Integration On September 20, 2001, the CPUC approved Sempra Energy's request to integrate the management teams of the California Utilities. The decision retains the separate identities of each utility and is not a merger. Instead, utility integration is a reorganization that consolidates senior management functions of the two utilities and returns to the utilities the majority of shared support services previously provided by Sempra Energy's centralized corporate center. Once implementation is completed, the integration is expected to result in more efficient and effective operations. In a related development, an August 2002 CPUC interim decision denied a request by the California Utilities to combine their natural gas procurement activities at this time, pending completion of the CPUC's ongoing investigation of market power issues. SEMPRA ENERGY GLOBAL ENTERPRISES Electric-Generation Assets As discussed in "Cash Flows Used In Investing Activities" above, the company is involved in the development of several electric-generation projects that will significantly impact the company's future performance. The power plants that SER is building in Arizona, California and Mexico are on schedule to commence operations by January 2004. SER has approximately 2,700 megawatts of new SEMPRA ENERGY 25.
generation in operation or under construction. The 570-megawatt Elk Hills power project, 50 percent owned by SER and located near Bakersfield, California, is expected to begin commercial operations in May 2003. The 1,250-megawatt Mesquite Power Plant near Phoenix, Arizona, is expected to commence commercial operations at 50-percent capacity in June 2003 and at full capacity in January 2004. Termoelectrica de Mexicali, a 600-megawatt power plant near Mexicali, Baja California, Mexico, is expected to commence commercial operations in the summer of 2003. The 305-megawatt Twin Oaks Power Plant located near Bremond, Texas, was acquired in October 2002. Electricity from the plants will be available for markets in California, Arizona, Texas and Mexico. SER's projected portfolio of plants in the western United States and Baja California may be used to supply power to California under SER's agreement with the DWR. See further discussion concerning SER's contract with the DWR in Note 15 of the notes to Consolidated Financial Statements. See additional discussion of these projects in "Investments," below and in Notes 2, 3 and 15 of the notes to Consolidated Financial Statements. Investments As discussed in "Cash Flows Used In Investing Activities" above, during 2002, SET completed acquisitions that added base metals trading and warehousing to its trading business. These acquisitions are Sempra Metals Limited, Sempra Metals & Concentrates Corp., Henry Bath & Sons Limited and Henry Bath, Inc., and are further described in "Cash Flows From Investing Activities." In addition, on October 31, 2002, SER completed its previously announced acquisition of a 305-megawatt, coal-fired power plant (renamed Twin Oaks Power) from Texas-New Mexico Power Company for $120 million. SER has a five-year contract to sell substantially all of the output of the plant. In connection with the acquisition, SER also assumed a contract which includes annual commitments to purchase lignite coal either until an aggregate minimum volume has been achieved or through 2025. These acquisitions contributed to Sempra Energy's earnings in 2002. Also during 2002, SEI purchased over 300 acres of land north of Ensenada, Baja California, for $22.3 million. The land is the planned site of Energia Costa Azul, the LNG receiving terminal SEI is developing to bring natural gas supplies into northwestern Mexico and southern California. As currently planned, the plant would have a send-out capacity of 1 billion cubic feet per day of natural gas through a new 40-mile pipeline between the terminal and existing pipelines in the San Diego/Baja California border area. The plant is expected to cost $600 million and to commence commercial operations in 2007. In February, 2003, Sempra LNG Corp., a newly created subsidiary of Global, announced an agreement to acquire the proposed Hackberry, La., LNG project from a subsidiary of Dynegy, Inc. Sempra LNG Corp. initially will pay Dynegy $20 million, with additional payments contingent on the performance of the project. The project has received preliminary approval from the FERC and expects a final decision later this year. If the project is approved, Sempra LNG Corp. would build an LNG receiving facility capable of processing up to 1.5 billion cubic feet per day of natural gas. The total cost of the project is expected to be about $700 million. The project could begin commercial operations as early as 2007. See additional discussion of these investments and projects in "Capital Expenditures for Property, Plant and Equipment" above and in Notes 2, 3 and 15 of the notes to Consolidated Financial Statements. The devaluation of the Argentine peso, which is noted above and further described in Note 3 of the notes to Consolidated Financial Statements, is expected to have an adverse effect on future earnings of the Argentine operations, but the extent of the effect is not yet determinable. SEMPRA ENERGY 26.
MARKET RISK Market risk is the risk of erosion of the company's cash flows, net income, asset values and equity due to adverse changes in prices for various commodities, and in interest and foreign-currency rates. The company's policy is to use derivative physical and financial instruments to reduce its exposure to fluctuations in interest rates, foreign-currency exchange rates and commodity prices. The company also uses and trades derivative physical and financial instruments in its energy trading and marketing activities. Transactions involving these financial instruments are with major exchanges and other firms believed to be credit worthy. The use of these instruments exposes the company to market and credit risks which, at times, may be concentrated with certain counterparties. At December 31, 2002, SET was due approximately $100 million from the ISO, for which the company believes adequate reserves have been recorded. Except for the ISO receivable there were no unusual concentrations at December 31, 2002, that would indicate an unacceptable level of risk. Credit risks associated with concentration are discussed below under "Credit Risk." The company has adopted corporate-wide policies governing its market-risk management and trading activities. Assisted by the company's Energy Risk Management Group (ERMG), the company's Energy Risk Management Oversight Committee, consisting of senior officers, oversees company-wide energy risk management activities and monitors the results of trading activities to ensure compliance with the company's stated energy-risk management and trading policies. Utility management receives daily information on positions and the ERMG receives information detailing positions creating market and credit risk from all company affiliates (on a delayed basis as to the California Utilities). The ERMG independently measures and reports the market and credit risk associated with these positions. In addition, all affiliates have groups that monitor energy-price risk management and trading activities independently from the groups responsible for creating or actively managing these risks. Along with other tools, the company uses Value at Risk (VaR) to measure its exposure to market risk. VaR is an estimate of the potential loss on a position or portfolio of positions over a specified holding period, based on normal market conditions and within a given statistical confidence interval. The company has adopted the variance/covariance methodology in its calculation of VaR, and uses both the 95-percent and 99-percent confidence intervals. VaR is calculated independently by the ERMG for all company affiliates. Historical volatilities and correlations between instruments and positions are used in the calculation. SET derives a substantial portion of its revenue from trading activities in natural gas, electricity, petroleum, petroleum products, metals and other commodities. Profits are earned as SET acts as a dealer in structuring and executing transactions that assist its customers in managing their energy-price risk. In addition, SET may take positions in commodity markets based on the expectation of future market conditions. These positions include options, forwards, futures and swaps. Following is a summary of SET's trading VaR profile (using a one-day holding period) in millions of dollars: 95% 99% --------------------------- December 31, 2002 $4.6 $6.5 2002 average 6.2 8.7 December 31, 2001 6.9 9.7 2001 average 6.1 8.6 --------------------------- SES derives a substantial portion of its revenue from delivering electric and natural gas supplies to its commercial and industrial customers. Such contracts are hedged to preserve margin and carry minimal market risk. Exchange-traded and over-the-counter instruments are used to hedge contracts. SEMPRA ENERGY 27.
The California Utilities use energy derivatives to manage natural gas price risk associated with servicing their load requirements. In addition, they make limited use of natural gas derivatives for trading purposes. These instruments can include forward contracts, futures, swaps, options and other contracts. In the case of both price-risk management and trading activities, the use of derivative financial instruments by the California Utilities is subject to certain limitations imposed by company policy and regulatory requirements. See the continuing discussion below and Note 10 of the notes to Consolidated Financial Statements for further information regarding the use of energy derivatives by the California Utilities. Additional information is provided in Note 10 of the notes to Consolidated Financial Statements. The following discussion of the company's primary market-risk exposures as of December 31, 2002 includes a discussion of how these exposures are managed. Commodity-Price Risk Market risk related to physical commodities is created by volatility in the prices and basis of certain commodities. The company's market risk is impacted by changes in volatility and liquidity in the markets in which these commodities or related financial instruments are traded. The company's various affiliates are exposed, in varying degrees, to price risk primarily in the petroleum, metals, natural gas and electricity markets. The company's policy is to manage this risk within a framework that considers the unique markets, and operating and regulatory environments of each affiliate. Sempra Energy Trading SET derives a substantial portion of its revenue from its worldwide trading activities in natural gas, petroleum, metals, electricity, and other commodities. As a result, SET is exposed to price volatility in the related domestic and international markets. SET conducts these activities within a structured and disciplined risk management and control framework that is based on clearly communicated policies and procedures, position limits, active and ongoing management monitoring and oversight, clearly defined roles and responsibilities, and daily risk measurement and reporting. Sempra Energy Solutions SES derives a portion of its revenue from delivering electric and gas supplies to its customers. Such contracts are designed to preserve margin and carry minimal market risk. Exchange-traded and over-the-counter instruments are used to hedge contracts. The derivatives and financial instruments used to hedge the transactions include swaps, forwards, futures, options or combinations thereof. California Utilities With respect to the California Utilities, market risk exposure is limited due to CPUC authorized rate recovery of commodity purchase, sale and storage activity. However, the California Utilities may, at times, be exposed to market risk as a result of activities under SDG&E's natural gas PBR and electric procurement or SoCalGas' GCIM, which are discussed in Notes 13 and 14 of the notes to Consolidated Financial Statements. They manage their risk within the parameters of the company's market-risk management and trading framework. As of December 31, 2002, the total VaR of the California Utilities' natural gas and electric positions was not material. SEMPRA ENERGY 28.
Interest-Rate Risk The company is exposed to fluctuations in interest rates primarily as a result of its long-term debt. The company historically has funded utility operations through long-term debt issues with fixed interest rates and these interest rates are recovered in utility rates. With the restructuring of the regulatory process, the CPUC has permitted greater flexibility in the use of debt. As a result, some recent debt offerings have been selected with short-term maturities to take advantage of yield curves, or have used a combination of fixed-rate and floating-rate debt. Subject to regulatory constraints, interest-rate swaps may be used to adjust interest-rate exposures when appropriate, based upon market conditions. At December 31, 2002, the California Utilities had $1.9 billion of fixed-rate debt and $0.1 billion of variable-rate debt. Interest on fixed-rate utility debt is fully recovered in rates on a historical cost basis and interest on variable-rate debt is provided for in rates on a forecasted basis. At December 31, 2002, utility fixed-rate debt had a one-year VaR of $394 million and utility variable-rate debt had a one-year VaR of $0.1 million. Non-utility debt (fixed-rate and variable-rate) was $2.3 billion at December 31, 2002, with a one-year VaR of $199 million. At December 31, 2002, the notional amount of interest-rate swap transactions totaled $500 million. See Notes 5 and 10 of the notes to Consolidated Financial Statements for further information regarding these swap transactions. In addition the company is ultimately subject to the effect of interest rate fluctuation on the assets of its pension plan. Credit Risk Credit risk is the risk of loss that would be incurred as a result of nonperformance by counterparties of their contractual obligations. As with market risk, the company has adopted corporate-wide policies governing the management of credit risk. Credit risk management is under the oversight of the Energy Risk Management Oversight Committee, assisted by the ERMG and the California Utility's credit department. Using rigorous models, the ERMG continuously calculates current and potential credit risk to counterparties to ensure the risk stays within approved limits. The company avoids concentration of counterparties and management believes its credit policies with regard to counterparties significantly reduce overall credit risk. These policies include an evaluation of prospective counterparties' financial condition (including credit ratings), collateral requirements under certain circumstances, and the use of standardized agreements that allow for the netting of positive and negative exposures associated with a single counterparty. At December 31, 2002, SET was due approximately $100 million from the ISO, for which the company believes adequate reserves have been recorded. Except for this matter, neither the company nor its subsidiaries are party to any material concentration of credit risk. The company monitors credit risk through a credit-approval process and the assignment and monitoring of credit limits. These credit limits are established based on risk and return considerations under terms customarily available in the industry. The company periodically enters into interest-rate swap agreements to moderate exposure to interest-rate changes and to lower the overall cost of borrowing. The company would be exposed to interest-rate fluctuations on the underlying debt should other parties to the agreement not perform. See the "Interest-Rate Risk" section above for additional information regarding the company's use of interest-rate swap agreements. SEMPRA ENERGY 29.
Foreign-Currency-Rate Risk The company is subject to foreign-currency-rate risk in its international operations. The company has investments in entities whose functional currency is not the U.S. dollar, which exposes the company to foreign exchange movements, primarily in Latin American currencies. As a result of the devaluation of the Argentine peso, as of December 31, 2002, SEI has adjusted its investment in its two unconsolidated Argentine subsidiaries downward by $223 million, which is included in "other comprehensive income (loss)" on the Consolidated Balance Sheets. As the Argentine peso has been significantly devalued and will float freely in the foreign exchange market, the company recognizes that both income and cash flows associated with the investments are likely to be reduced; however, the company believes that they will remain sufficiently positive to support the carrying values of the investments. The company does not anticipate adverse developments that would change this view. On September 5, 2002, SEI filed for international arbitration under the 1994 Bilateral Investment Treaty between the United States and Argentina for recovery of the diminution of the value of its investments resulting from government actions. See further discussion in Note 3 of the notes to Consolidated Financial Statements. In appropriate instances, the company may attempt to limit its exposure to changing foreign-exchange rates through both operational and financial market actions. Financial actions may include entering into forward, option and swap contracts to hedge existing exposures, firm commitments and anticipated transactions. As of December 31, 2002, the company had no significant arrangements of this type. CRITICAL ACCOUNTING POLICIES Certain accounting policies are viewed by management as critical because their application is the most relevant, judgmental and/or material to the company's financial position and results of operations, and/or because they require the use of material judgments and estimates. The company's most significant accounting policies are described in Note 1 of the notes to Consolidated Financial Statements. The most critical policies, all of which are mandatory under generally accepted accounting principles and the regulations of the Securities and Exchange Commission, are the following: Statement of Financial Accounting Standards (SFAS) 71 "Accounting for the Effects of Certain Types of Regulation," has a significant effect on the way the California Utilities record assets and liabilities, and the related revenues and expenses, that would not otherwise be recorded, absent the principles contained in SFAS 71. SFAS 133 "Accounting for Derivative Instruments and Hedging Activities" and SFAS 138 "Accounting for Certain Derivative Instruments and Certain Hedging Activities," have a significant effect on the balance sheets of the California Utilities but have no significant effect on their income statements because of the principles contained in SFAS 71. Issue 02-3 of the Emerging Issues Task Force (EITF) of the Financial Accounting Standards Board (FASB) "Issues Involved in Accounting for Derivative Contracts Held for Trading Purposes and Contracts Involved in Energy Trading and Risk Management Activities" has a significant effect on the financial statements of SET and SES, both of which had been recording transactions in accordance with EITF Issue 98-10, which is being eliminated by EITF Issue 02-3. However, most of the trading assets and liabilities of SET and SES will now be covered by SFAS 133 and SFAS 138, which have a similar effect. SEMPRA ENERGY 30.
In connection with the application of these and other accounting policies, the company makes estimates and judgments about various matters. The most significant of these involve: The calculation of fair or realized values (including the likelihood of fully realizing the value of the investments in Argentina under the Bilateral Investment Treaty). The collectibility of regulatory and other assets. The costs to be incurred in fulfilling certain contracts that have been marked to market. The likelihood of recovery of various deferred tax assets. Differences between estimates and actual amounts have had significant impacts in the past and are likely to do so in the future. As discussed elsewhere herein, the company uses exchange quotations or other third-party pricing to estimate fair values whenever possible. When no such data is available, it uses internally developed models and other techniques. The assumed collectibility of regulatory assets considers legal and regulatory decisions involving the specific items or similar items. The assumed collectibility of other assets considers the nature of the item, the enforceability of contracts where applicable, the creditworthiness of the other parties and other factors. Costs to fulfill marked-to-market contracts are based on prior experience. The likelihood of deferred tax recovery is based on analyses of the deferred tax assets and the company's expectation of future financial and/or taxable income, based on its strategic planning. Choices among alternative accounting policies that are material to the company's financial statements and information concerning significant estimates have been discussed with the audit committee of the board of directors. NEW ACCOUNTING STANDARDS New pronouncements by the FASB that have recently become effective or are yet to be effective are SFAS 142 through SFAS 149 and Interpretations 45 and 46. They are described in Note 1 of the notes to Consolidated Financial Statements. SFAS 142 affects net income by replacing the amortization of goodwill with periodic reviews thereof for impairment with charges against income when impairment is found. SFAS 143 requires accounting and disclosure changes concerning legal obligations related to future asset retirements. SFAS 144 supercedes SFAS 121 in dealing with other asset impairment issues. SFAS 145 makes technical corrections to previous statements. SFAS 146 deals with exit and disposal activities, replacing EITF Issue 94-3. SFAS 147 deals with acquisitions of financial institutions. SFAS 148 amends SFAS 123 and adds two additional transition methods to the fair value method of accounting for stock-based compensation. SFAS 149 establishes standards for accounting for financial instruments with characteristics of liabilities and equity. Interpretation 45 clarifies that a guarantor is required to recognize a liability for the fair value of the obligation undertaken in issuing a guarantee. Interpretation 46 addresses consolidation by business enterprises of variable-interest entities (previously referred to as "special-purpose entities" in most cases). Pronouncements that have or potentially could have a material effect on future earnings are described below. SFAS 143, "Accounting for Asset Retirement Obligations": SFAS 143, issued in July 2001, addresses financial accounting and reporting for legal obligations associated with the retirement of tangible long-lived assets. It requires entities to record the fair value of a liability for an asset retirement obligation in the period in which it is incurred. SFAS 143 is effective for the company beginning in 2003. See further discussion in Note 1 of the notes to Consolidated Financial Statements. SEMPRA ENERGY 31.
SFAS 149, "Accounting for Certain Financial Instruments with Characteristics of Liabilities and Equity": On January 22, 2003, the FASB directed its staff to prepare a draft of SFAS 149. The final draft is expected to be issued in March 2003. The statement will establish standards for accounting for financial instruments with characteristics of liabilities, equity, or both. The FASB decided that SFAS 149 will prohibit the presentation of certain items in the mezzanine section (the portion of a balance sheet between liabilities and equity) of the statement of financial position. As such, certain mandatorily redeemable preferred stock, which is currently included in the mezzanine section, may be classified as a liability once SFAS 149 goes into effect. The proposed effective date of SFAS 149 is July 1, 2003 for the company. EITF Issue 02-3, "Issues Involved in Accounting for Derivative Contracts Held for Trading Purposes and Contracts Involved in Energy Trading and Risk Management Activities": In June 2002, EITF Issue 02-3, codified and reconciled existing guidance on the recognition and reporting of gains and losses on energy trading contracts and addressed other aspects of the accounting for contracts involved in energy trading and risk management activities. Among other things, the consensus requires that SES change its method of recording trading activities from gross to net. In October 2002, the EITF reached a consensus to rescind Issue 98-10 "Accounting for Contracts Involved in Energy Trading and Risk Management Activities," the basis for mark-to-market accounting used for recording energy-trading activities by SET and SES. The consensus requires that all new energy-related contracts entered into subsequent to October 25, 2002, including inventory, should be accounted for under accrual accounting and will not qualify for mark-to-market accounting unless the contracts meet the requirements stated under SFAS 133 "Accounting for Derivative Instruments and Hedging Activities" and all contracts entered into on or before October 25, 2002 are similarly affected beginning January 1, 2003. See Note 10 of the notes to Consolidated Financial Statements for additional information concerning SFAS 133 derivatives. INFORMATION REGARDING FORWARD-LOOKING STATEMENTS This Annual Report 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," "would" and "should" or similar expressions, or discussions of strategy or of plans are intended to identify forward-looking statements. Forward-looking statements are not guarantees of performance. They involve risks, uncertainties and assumptions. Future results may differ materially from those expressed in these forward-looking statements. Forward-looking 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, legislative and regulatory conditions and developments; actions by the CPUC, the California Legislature, the DWR and the FERC; capital market conditions, inflation rates, interest rates and exchange rates; energy and trading markets, including the timing and extent of changes in commodity prices; weather conditions and conservation efforts; war and terrorist attacks; 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 report and other reports filed by the company from time to time with the Securities and Exchange Commission. SEMPRA ENERGY 32.
FIVE YEAR SUMMARY At December 31 or for the years ended December 31 (Dollars in millions except per share amounts) 2002 2001 2000 1999 1998 ---------------------------------------------------------------------------- OPERATING REVENUES California utilities: Gas $ 3,255 $ 4,371 $ 3,305 $ 2,911 $ 2,752 Electric 1,262 1,676 2,184 1,818 1,865 Other 1,503 1,683 1,271 631 364 --------------------------------------- Total $ 6,020 $ 7,730 $ 6,760 $ 5,360 $ 4,981 --------------------------------------- Operating income $ 987 $ 997 $ 884 $ 763 $ 626 Income before extraordinary item $ 575 $ 518 $ 429 $ 394 $ 294 Net income $ 591 $ 518 $ 429 $ 394 $ 294 Income before extraordinary item per common share: Basic $ 2.80 $ 2.54 $ 2.06 $ 1.66 $ 1.24 Diluted $ 2.79 $ 2.52 $ 2.06 $ 1.66 $ 1.24 Net income per common share: Basic $ 2.88 $ 2.54 $ 2.06 $ 1.66 $ 1.24 Diluted $ 2.87 $ 2.52 $ 2.06 $ 1.66 $ 1.24 Dividends declared per common share $ 1.00 $ 1.00 $ 1.00 $ 1.56 $ 1.56 Pretax income/revenue 12.0% 9.5% 10.3% 10.7% 8.7% Return on common equity 21.4% 19.5% 15.7% 13.4% 10.0% Effective income tax rate 20.2% 29.1% 38.6% 31.2% 31.9% Dividend payout ratio: Basic (a) 35.7% 39.4% 48.5% 94.0% 125.8% Diluted (a) 35.8% 39.7% 48.5% 94.0% 125.8% Price range of common shares $26.25- $28.61- $24.88- $26.00- $29.31- 15.50 17.31 16.19 17.13 23.75 AT DECEMBER 31 Current assets $ 7,010 $ 4,790 $ 6,525 $ 3,090 $ 2,482 Total assets $17,757 $15,080 $15,540 $11,124 $10,456 Current liabilities $ 7,247 $ 5,472 $ 7,490 $ 3,236 $ 2,466 Long-term debt (excludes current portion) $ 4,083 $ 3,436 $ 3,268 $ 2,902 $ 2,795 Shareholders' equity $ 2,825 $ 2,692 $ 2,494 $ 2,986 $ 2,913 Common shares outstanding (in millions) 204.9 204.5 201.9 237.4 237.0 Book value per common share $ 13.79 $ 13.16 $ 12.35 $ 12.58 $ 12.29 Price/earnings ratio (a) 8.4 9.7 11.3 10.5 20.5 Number of meters (in thousands): Natural gas 6,127 6,053 5,981 5,915 5,837 Electricity 1,278 1,258 1,238 1,218 1,192 ---------------------------------------------------------------------------- (a) Based on income before extraordinary item. SEMPRA ENERGY 33.
Statement of Management's Responsibility for Consolidated Financial Statements The consolidated financial statements have been prepared by management in accordance with generally accepted accounting principles. The integrity and objectivity of these financial statements and the other financial information in the Financial Report, including the estimates and judgments on which they are based, are the responsibility of management. The financial statements have been audited by Deloitte & Touche LLP, independent auditors appointed by the board of directors. Their report is shown on the next page. Management has made available to Deloitte & Touche LLP all of the company's financial records and related data, as well as the minutes of shareholders' and directors' meetings. Management maintains a system of internal control which it believes is adequate to provide reasonable, but not absolute, assurance that assets are properly safeguarded, that transactions are executed in accordance with management's authorization and are properly recorded, and that the accounting records may be relied on for the preparation of the consolidated financial statements, and for the prevention and detection of fraudulent financial reporting. The concept of reasonable assurance recognizes that the cost of a system of internal control should not exceed the benefits derived and that management makes estimates and judgments of these cost/benefit factors. Management monitors the system of internal control for compliance through its own review and an internal auditing program, which independently assesses the effectiveness of the internal controls. The company's independent auditors also consider certain elements of internal controls in order to determine their audit procedures for the purpose of expressing an opinion on the company's financial statements. Management considers the recommendations of the internal auditors and independent auditors concerning the company's system of internal controls and takes appropriate actions. Management believes that the company's system of internal control is adequate to provide reasonable assurance that the accompanying financial statements present fairly the company's financial position and results of operations. Management also recognizes its responsibility for fostering a strong ethical climate so that the company's affairs are conducted according to the highest standards of personal and corporate conduct. This responsibility is characterized and reflected in the company's code of corporate conduct, which is publicized throughout the company. The company maintains a systematic program to assess compliance with this policy. The board of directors has an audit committee, composed of independent directors, to assist in fulfilling its oversight responsibilities for management's conduct of the company's financial reporting processes. The audit committee meets regularly to discuss financial reporting, internal controls and auditing matters with management, the company's internal auditors and the independent auditors, and recommends to the board of directors any appropriate response to those discussions. The audit committee recommends for approval by the full board the appointment of the independent auditors. The independent auditors and the internal auditors periodically meet alone with the audit committee and have free access to the audit committee at any time. /s/ Neal E. Schmale /s/ Frank H. Ault Neal E. Schmale Frank H. Ault Executive Vice President and Senior Vice President and Controller Chief Financial Officer SEMPRA ENERGY 34.
INDEPENDENT AUDITORS' REPORT To the Board of Directors and Shareholders of Sempra Energy: We have audited the accompanying consolidated balance sheets of Sempra Energy and subsidiaries (the "Company") as of December 31, 2002 and 2001, and the related statements of consolidated income, cash flows and changes in shareholders' equity for each of the three years in the period ended December 31, 2002. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of Sempra Energy and subsidiaries as of December 31, 2002 and 2001, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2002, in conformity with accounting principles generally accepted in the United States of America. /s/ Deloitte & Touche, LLP San Diego, California February 14, 2003 SEMPRA ENERGY 35.
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SEMPRA ENERGY STATEMENTS OF CONSOLIDATED INCOME Years ended December 31, (Dollars in millions, except per share amounts) 2002 2001 2000 ----------------------------------------------------------------------------- OPERATING REVENUES California utilities: Natural gas $ 3,255 $ 4,371 $ 3,305 Electric 1,262 1,676 2,184 Other 1,503 1,683 1,271 ----------------------------- Total 6,020 7,730 6,760 ----------------------------- OPERATING EXPENSES California utilities: Cost of natural gas distributed 1,381 2,549 1,599 Electric fuel and net purchased power 297 782 1,326 Other cost of sales 709 873 648 Other operating expenses 1,873 1,760 1,560 Depreciation and amortization 596 579 563 Franchise fees and other taxes 177 190 180 ----------------------------- Total 5,033 6,733 5,876 ----------------------------- Operating income 987 997 884 Other income -- net 57 86 127 Preferred dividends of subsidiaries (11) (11) (11) Trust preferred distributions by subsidiary (18) (18) (15) Interest expense (294) (323) (286) ----------------------------- Income before income taxes 721 731 699 Income taxes 146 213 270 ----------------------------- Income before extraordinary item 575 518 429 Extraordinary item, net of tax (Note 1) 16 -- -- ----------------------------- Net income $ 591 $ 518 $ 429 ----------------------------- Weighted-average number of shares outstanding: Basic* 205,003 203,593 208,155 ----------------------------- Diluted* 206,062 205,338 208,345 ----------------------------- Income before extraordinary item per share of common stock Basic $ 2.80 $ 2.54 $ 2.06 ----------------------------- Diluted $ 2.79 $ 2.52 $ 2.06 ----------------------------- Net income per share of common stock Basic $ 2.88 $ 2.54 $ 2.06 ----------------------------- Diluted $ 2.87 $ 2.52 $ 2.06 ----------------------------- Common dividends declared per share $ 1.00 $ 1.00 $ 1.00 ----------------------------------------------------------------------------- * In thousands of shares See notes to Consolidated Financial Statements. SEMPRA ENERGY 37.
SEMPRA ENERGY CONSOLIDATED BALANCE SHEETS December 31, (Dollars in millions) 2002 2001 - ------------------------------------------------------------------------------------ ASSETS Current assets: Cash and cash equivalents $ 455 $ 605 Accounts receivable -- trade 754 657 Accounts and notes receivable -- other 135 138 Due from unconsolidated affiliates 80 57 Income taxes receivable -- 98 Deferred income taxes 20 -- Trading assets 5,064 2,740 Fixed-price contracts and other derivatives 3 57 Regulatory assets arising from fixed-price contracts and other derivatives 151 168 Other regulatory assets 75 75 Inventories 134 124 Other 139 71 ----------------- Total current assets 7,010 4,790 ----------------- Investments and other assets: Fixed-price contracts and other derivatives 42 27 Due from unconsolidated affiliates 57 -- Regulatory assets arising from fixed-price contracts and other derivatives 812 784 Other regulatory assets 532 1,004 Nuclear-decommissioning trusts 494 526 Investments 1,313 1,169 Sundry 665 564 ----------------- Total investments and other assets 3,915 4,074 ----------------- Property, plant and equipment: Property, plant and equipment 13,816 12,806 Less accumulated depreciation and amortization (6,984) (6,590) ----------------- Total property, plant and equipment -- net 6,832 6,216 ----------------- Total assets $17,757 $15,080 - ------------------------------------------------------------------------------------ See notes to Consolidated Financial Statements. SEMPRA ENERGY 38.
SEMPRA ENERGY CONSOLIDATED BALANCE SHEETS December 31, (Dollars in millions) 2002 2001 ------------------------------------------------------------------------------ LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Short-term debt $ 570 $ 875 Accounts payable -- trade 694 701 Accounts payable -- other 50 113 Income taxes payable 22 -- Deferred income taxes -- 70 Trading liabilities 4,094 1,793 Dividends and interest payable 133 133 Regulatory balancing accounts -- net 578 733 Regulatory liabilities 18 19 Fixed-price contracts and other derivatives 153 171 Current portion of long-term debt 281 242 Other 654 622 ----------------- Total current liabilities 7,247 5,472 ----------------- Long-term debt 4,083 3,436 ----------------- Deferred credits and other liabilities: Due to unconsolidated affiliate 162 160 Customer advances for construction 91 72 Post-retirement benefits other than pensions 136 145 Deferred income taxes 800 847 Deferred investment tax credits 90 95 Fixed-price contracts and other derivatives 813 788 Regulatory liabilities 121 86 Deferred credits and other liabilities 985 883 ----------------- Total deferred credits and other liabilities 3,198 3,076 ----------------- Preferred stock of subsidiaries 204 204 ----------------- Mandatorily redeemable trust preferred securities 200 200 ----------------- Commitments and contingent liabilities (Note 15) SHAREHOLDERS' EQUITY Preferred stock (50,000,000 shares authorized, none issued) -- -- Common stock (750,000,000 shares authorized; 204,911,572 and 204,475,362 shares outstanding at December 31, 2002 and December 31, 2001, respectively) 1,436 1,495 Retained earnings 1,861 1,475 Deferred compensation relating to ESOP (33) (36) Accumulated other comprehensive income (loss) (439) (242) ----------------- Total shareholders' equity 2,825 2,692 ----------------- Total liabilities and shareholders' equity $17,757 $15,080 ------------------------------------------------------------------------------ See notes to Consolidated Financial Statements. SEMPRA ENERGY 39.
SEMPRA ENERGY STATEMENTS OF CONSOLIDATED CASH FLOWS Years ended December 31, (Dollars in millions) 2002 2001 2000 - --------------------------------------------------------------------------------------------- CASH FLOWS FROM OPERATING ACTIVITIES Net Income $ 591 $ 518 $ 429 Adjustments to reconcile net income to net cash provided by operating activities: Extraordinary item, net of tax (16) -- -- Depreciation and amortization 596 579 563 Foreign currency loss (gain) (63) -- -- Customer refunds paid -- (127) (628) Deferred income taxes and investment tax credits (92) 106 258 Equity in (income) losses of unconsolidated affiliates 55 (12) (62) Gain on sale of Energy America -- (29) -- Loss on surrender of Nova Scotia franchise -- 30 -- Loss (gain) on sale and disposition of assets 14 (14) -- Fixed-price contracts and other derivatives income (5) (1) -- Changes in other assets 168 (214) 22 Changes in other liabilities 40 99 (108) Net changes in other working capital components 83 (203) 408 ------------------------ Net cash provided by operating activities 1,371 732 882 ------------------------ CASH FLOWS FROM INVESTING ACTIVITIES Expenditures for property, plant and equipment (1,214) (1,068) (759) Investments and acquisitions of affiliates, net of cash acquired (442) (111) (243) Dividends received from unconsolidated affiliates 11 80 30 Net proceeds from sale of assets -- 128 24 Loan to affiliate -- (57) -- Other -- net (14) (11) 24 ------------------------ Net cash used in investing activities (1,659) (1,039) (924) ------------------------ CASH FLOWS FROM FINANCING ACTIVITIES Common stock dividends (205) (203) (244) Repurchases of common stock (16) (1) (725) Issuances of common stock 13 41 12 Issuance of trust preferred securities -- -- 200 Issuances of long-term debt 1,150 675 813 Payments on long-term debt (479) (681) (238) Loan from unconsolidated affiliate -- 160 -- Increase (decrease) in short-term debt -- net (307) 310 386 Other -- net (18) (26) (12) ------------------------ Net cash provided by financing activities 138 275 192 ------------------------ Increase (decrease) in cash and cash equivalents (150) (32) 150 Cash and cash equivalents, January 1 605 637 487 ------------------------ Cash and cash equivalents, December 31 $ 455 $ 605 $ 637 - --------------------------------------------------------------------------------------------- See notes to Consolidated Financial Statements. SEMPRA ENERGY 40.
Years ended December 31, (Dollars in millions) 2002 2001 2000 - -------------------------------------------------------------------------------------------- CHANGES IN OTHER WORKING CAPITAL COMPONENTS (Excluding cash and cash equivalents, and debt due within one year) Accounts and notes receivable $ (121) $ 353 $(655) Net trading assets 66 (362) (290) Income taxes -- net 86 (121) 120 Due to/from affiliates -- net (69) -- -- Inventories (11) 33 (97) Regulatory balancing accounts 115 70 545 Regulatory assets and liabilities 1 39 (2) Other current assets 102 69 (84) Accounts payable (103) (302) 733 Other current liabilities 17 18 138 ------------------------ Net change in other working capital components $ 83 $(203) $ 408 ------------------------ SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION Interest payments, net of amounts capitalized $ 279 $ 302 $ 291 ------------------------ Income tax payments, net of refunds $ 140 $ 138 $ 104 ------------------------ SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES Acquisition of subsidiaries: Assets acquired $1,134 $ -- $ 40 Cash paid, net of cash acquired (119) -- (39) ------------------------ Liabilities assumed $1,015 $ -- $ 1 - -------------------------------------------------------------------------------------------- See notes to Consolidated Financial Statements. SEMPRA ENERGY 41.
SEMPRA ENERGY STATEMENTS OF CONSOLIDATED CHANGES IN SHAREHOLDERS' EQUITY For the years ended December 31, 2002, 2001 and 2000 Deferred Accumulated Compensation Other Total Comprehensive Common Retained Relating Comprehensive Shareholders' (Dollars in millions) Income Stock Earnings to ESOP Income (Loss) Equity - ------------------------------------------------------------------------------------------------------------------- Balance at December 31, 1999 $1,966 $1,101 $(42) $ (39) $2,986 Net income $ 429 429 429 Comprehensive income adjustments: Foreign currency translation losses (Note1) (2) (2) (2) Available-for-sale securities (10) (10) (10) Pension 2 2 2 --------------- Comprehensive income $ 419 --------------- Common stock dividends declared (201) (201) Sale of common stock 11 11 Repurchase of common stock (558) (167) (725) Long-term incentive plan 1 1 Common stock released from ESOP 3 3 ------------------------------------------------------------- Balance at December 31, 2000 1,420 1,162 (39) (49) 2,494 Net income $ 518 518 518 Comprehensive income adjustments: Foreign currency translation losses (Note 1) (186) (186) (186) Pension (7) (7) (7) --------------- Comprehensive income $ 325 --------------- Common stock dividends declared (205) (205) Quasi-reorganization adjustment (Note 1) 35 35 Sale of common stock 41 41 Repurchase of common stock (1) (1) Common stock released from ESOP 3 3 ------------------------------------------------------------- Balance at December 31, 2001 1,495 1,475 (36) (242) 2,692 Net income $ 591 591 591 Comprehensive income adjustments: Foreign currency translation losses (Note 1) (162) (162) (162) Pension (35) (35) (35) --------------- Comprehensive income $ 394 --------------- Common stock dividends declared (205) (205) Issuance of equity units (Note 5) (61) (61) Repurchase of common stock (16) (16) Sale of common stock 18 18 Common stock released from ESOP 3 3 ------------------------------------------------------------- Balance at December 31, 2002 $1,436 $1,861 $(33) $(439) $2,825 - ------------------------------------------------------------------------------------------------------------------- See notes to Consolidated Financial Statements. SEMPRA ENERGY 42.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 1. SIGNIFICANT ACCOUNTING POLICIES Business Combination Sempra Energy (the company) was formed as a holding company for Enova Corporation (Enova) and Pacific Enterprises (PE) in connection with a business combination of Enova and PE that was completed on June 26, 1998. Principles of Consolidation The Consolidated Financial Statements include the accounts of Sempra Energy and all majority-owned subsidiaries. Investments in affiliated companies at which Sempra Energy has the ability to exercise significant influence, but not control, are accounted for using the equity method. All material intercompany accounts and transactions have been eliminated. Quasi-Reorganization In 1993, PE divested its merchandising operations and most of its oil and natural gas exploration and production business. In connection with the divestitures, PE effected a quasi-reorganization for financial reporting purposes as of December 31, 1992. Certain of the liabilities established in connection with the quasi-reorganization, including various income tax issues, were favorably resolved in 2001, resulting in restoring $35 million to shareholders' equity in that year. This did not affect the calculation of net income or comprehensive income. The remaining liabilities will be resolved in future years. Management believes the provisions established for these matters are adequate. Use of Estimates in the Preparation of the Financial Statements The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of revenues and expenses during the reporting period, and the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements. Actual amounts can differ significantly from those estimates. Basis of Presentation Certain prior-year amounts have been reclassified to conform to the current year's presentation. Regulatory Matters Effects of Regulation The accounting policies of the company's principal utility subsidiaries, San Diego Gas & Electric (SDG&E) and Southern California Gas Company (SoCalGas) (collectively, the California Utilities), conform with generally accepted accounting principles for regulated enterprises and reflect the policies of the California Public Utilities Commission (CPUC) and the Federal Energy Regulatory Commission (FERC). The California Utilities prepare their financial statements in accordance with the provisions of Statement of Financial Accounting Standards (SFAS) 71, "Accounting for the Effects of Certain Types SEMPRA ENERGY 43.
of Regulation," under which a regulated utility records a regulatory asset if it is probable that, through the ratemaking process, the utility will recover that asset from customers. Regulatory liabilities represent future reductions in rates for amounts due to customers. To the extent that portions of the utility operations cease to be subject to SFAS 71, or recovery is no longer probable as a result of changes in regulation or the utility's competitive position, the related regulatory assets and liabilities would be written off. In addition, SFAS 144, "Accounting for the Impairment or Disposal of Long-Lived Assets" affects utility plant and regulatory assets such that a loss must be recognized whenever a regulator excludes all or part of an asset's cost from ratebase. The application of SFAS 144 continues to be evaluated in connection with industry restructuring. Information concerning regulatory assets and liabilities is described below in "Revenues", "Regulatory Balancing Accounts," and "Regulatory Assets and Liabilities," and industry restructuring is described in Notes 13 and 14. Regulatory Balancing Accounts The amounts included in regulatory balancing accounts at December 31, 2002, represent net payables (payables net of receivables) of $184 million and $394 million for SoCalGas and SDG&E, respectively. The corresponding amounts at December 31, 2001 were net payables of $158 million and $575 million for SoCalGas and SDG&E, respectively. The undercollected electric commodity costs accumulated under Assembly Bill (AB) 265 are anticipated to be recovered in rates (recovery is expected to occur before the end of 2005) and are included in "regulatory balancing accounts--net" at December 31, 2002. Balancing accounts provide a mechanism for charging utility customers the amount actually incurred for certain costs, primarily commodity costs. As a result of California's electric-restructuring law, fluctuations in certain costs and consumption levels that had been balanced now affect earnings from electric operations. In addition, fluctuations in certain costs and consumption levels affect earnings for SDG&E's natural gas operations. As SoCalGas' natural gas operations are mostly balanced, such fluctuations do not affect earnings. In December 2002, the CPUC issued a decision approving 100 percent balancing account treatment for variances between forecast and actual for SoCalGas' noncore revenues and throughput. The change eliminates the impact on earnings from any throughput and revenue variances compared to adopted forecast levels, effective January 1, 2003. Additional information on regulatory matters is included in Notes 13 and 14. Regulatory Assets and Liabilities In accordance with the accounting principles of SFAS 71, the company records regulatory assets (which represent probable future revenues associated with certain costs that will be recovered from customers through the rate-making process) and regulatory liabilities (which represent probable future reductions in revenue associated with amounts that are to be credited to customers through the rate-making process). They are amortized over the periods in which the costs are recovered from or refunded to customers in regulatory revenues. SEMPRA ENERGY 44.
Regulatory assets (liabilities) as of December 31 consist of the following: (Dollars in millions) 2002 2001 ------------------------------------------------------------- SDG&E Fixed-price contracts and other derivatives $ 638 $ 715 Recapture of temporary discount* 326 409 Undercollected electric commodity costs** -- 392 Deferred taxes recoverable in rates 190 162 Unamortized loss on retirement of debt -- net 49 52 Employee benefit costs 35 39 Other 5 26 --------------- Total 1,243 1,795 --------------- SoCalGas Environmental remediation 43 55 Fixed-price contracts and other derivatives 325 232 Unamortized loss on retirement of debt -- net 38 41 Deferred taxes refundable in rates (164) (158) Employee benefit costs (142) (132) Other 8 5 --------------- Total 108 43 PE -- Employee benefit costs 80 88 --------------- Total PE consolidated 188 131 --------------- Total $1,431 $1,926 ------------------------------------------------------------- * In connection with electric industry restructuring, which is described in Note 13, SDG&E temporarily reduced rates to its small-usage customers. That reduction is being recovered in rates through 2004. ** The undercollected electric commodity costs accumulated under Assembly Bill 265 are anticipated to be recovered in rates before the end of 2005 and are included in regulatory balancing accounts--net at December 31, 2002. Net regulatory assets are recorded on the Consolidated Balance Sheets at December 31 as follows (dollars in millions): 2002 2001 ------------------------------------------------- Current regulatory assets $ 226 $ 243 Noncurrent regulatory assets 1,344 1,788 Current regulatory liabilities (18) (19) Noncurrent regulatory liabilities (121) (86) --------------- Total $1,431 $1,926 ------------------------------------------------- All the assets earn a return or the cash has not yet been expended and the assets are offset by liabilities that do not incur a carrying cost. Cash and Cash Equivalents Cash equivalents are highly liquid investments with maturities of three months or less at the date of purchase. SEMPRA ENERGY 45.
Collection Allowance The allowance for doubtful accounts receivable was $12 million, $22 million and $26 million at December 31, 2002, 2001 and 2000, respectively. The company recorded a provision for doubtful accounts of $13 million, $21 million and $25 million in 2002, 2001 and 2000, respectively. The allowance for realization of trading assets was $53 million, $23 million and $8 million, at December 31, 2002, 2001 and 2000, respectively. The company recorded a provision for trading assets of $0.2 million, $15 million and $7 million in 2002, 2001 and 2000, respectively. Trading Instruments Trading assets and trading liabilities include option premiums paid and received; unrealized gains and losses from exchange-traded futures and options, over-the-counter (OTC) swaps, forwards, physical commodities and options; and base metals. Trading instruments are recorded by Sempra Energy Trading (SET) and Sempra Energy Solutions (SES) on a trade-date basis and adjusted daily to current market value. Unrealized gains and losses on OTC transactions reflect amounts which would be received from or paid to a third party upon settlement of the contracts. Unrealized gains and losses on OTC transactions are reported separately as assets and liabilities unless a legal right of setoff exists under an enforceable master netting arrangement. Additionally, as a result of SET's acquisitions in 2002, the company acquired $0.8 billion of base metals inventory. As of December 31, 2002 and 2001, trading assets include commodity inventory of $2.0 billion and $165 million, respectively. In accordance with Emerging Issues Task Force (EITF) Issue 02-3, commodity inventory purchased on or before October 25, 2002 is carried at fair value, the majority of the inventory purchased after October 25, 2002 (base metals) is carried at fair value, and the remainder of the inventory purchased after October 25, 2002 is carried at average cost. On a limited basis, average cost includes the use of fair value for the quantity on hand at October 24, 2002, since historical cost data is not available for that portion. See Note 2 for further discussion of the acquisitions made. See further discussion of EITF Issue 02-3 below. Futures and exchange-traded option transactions are recorded as contractual commitments on a trade-date basis and are carried at current market value based on current closing exchange quotations. Derivative commodity swaps and forward transactions are accounted for as contractual commitments on a trade-date basis and are carried at fair value derived from current dealer quotations and underlying commodity-exchange quotations. OTC options are carried at fair value based on the use of valuation models that utilize, among other things, current interest, commodity and volatility rates. For long-dated forward transactions, current market values are derived using internally developed valuation methodologies based on available market information. Where market rates are not quoted, current interest, commodity and volatility rates are estimated by reference to current market levels. Given the nature, size and timing of transactions, estimated values may differ significantly from realized values. Changes in market values are recorded in the calculation of net income. Although trading instruments may have scheduled maturities in excess of one year, the actual settlement of these transactions can occur sooner, resulting in the current classification of trading assets and liabilities on the Consolidated Balance Sheets. Refer to "New Accounting Standards" below for a discussion of the rescission of EITF 98-10. Inventories At December 31, 2002, inventory, excluding amounts presented in trading assets, included natural gas of $77 million and materials and supplies of $57 million. The corresponding balances at December 31, 2001 were $68 million and $56 million, respectively. Natural gas at the California Utilities ($74 million and $68 million at December 31, 2002 and 2001, respectively) is valued by the last-in first-out (LIFO) method. When the California Utilities' inventory is consumed, differences between this LIFO valuation SEMPRA ENERGY 46.
and replacement cost will be reflected in customer rates. Materials and supplies at the California Utilities are generally valued at the lower of average cost or market. Property, Plant and Equipment Property, plant and equipment primarily represents the buildings, equipment and other facilities used by the California Utilities to provide natural gas and electric utility services. The cost of utility plant includes labor, materials, contract services and related items, and an allowance for funds used during construction (AFUDC). The cost of most retired depreciable utility plant, plus removal costs minus salvage value, is charged to accumulated depreciation. Property, plant and equipment balances by major functional categories are as follows: Property, Plant and Equipment at Depreciation rates for years ended December 31 December 31 -------------------------------------------------------------------------------- (Dollars in billions) 2002 2001 2002 2001 2000 -------------------------------------------------------------------------------- California utilities: Natural gas operations $ 7.7 $ 7.5 4.25% 4.25% 4.29% Electric distribution 3.0 2.9 4.66% 4.67% 4.67% Electric transmission 0.9 0.8 3.17% 3.19% 3.21% Other electric 0.6 0.3 9.37% 8.46% 8.33% -------------------- Total 12.2 11.5 Other operations 1.6 1.3 various various various -------------------- Total $13.8 $12.8 -------------------------------------------------------------------------------- Accumulated depreciation and decommissioning of natural gas and electric utility plant in service were $4.5 billion and $2.2 billion, respectively, at December 31, 2002, and were $4.2 billion and $2.1 billion, respectively, at December 31, 2001. Depreciation expense is based on the straight-line method over the useful lives of the assets or a shorter period prescribed by the CPUC. See Note 13 for discussion of the sale of generation facilities and industry restructuring. Maintenance costs are expensed as incurred. AFUDC, which represents the cost of funds used to finance the construction of utility plant, is added to the cost of utility plant. AFUDC also increases income, partly as an offset to interest charges and partly as a component of other income, shown in the Statements of Consolidated Income, although it is not a current source of cash. AFUDC amounted to $34 million, $17 million and $13 million for 2002, 2001 and 2000, respectively. Total carrying costs capitalized, including AFUDC and the impact of Sempra Energy Resources' (SER) construction projects, were $63 million, $28 million and $16 million for 2002, 2001 and 2000, respectively. Long-Lived Assets The company periodically evaluates whether events or circumstances have occurred that may affect the recoverability or the estimated useful lives of long-lived assets. Impairment occurs when the estimated future undiscounted cash flows is less than the carrying amount of the assets. If that comparison indicates that the assets' carrying value may be permanently impaired, such potential impairment is measured based on the difference between the carrying amount and the fair value of the assets based on quoted market prices or, if market prices are not available, on the estimated discounted cash flows. This calculation is performed at the lowest level for which separately identifiable cash flows exist. See further discussion of SFAS 144 in "New Accounting Standards". SEMPRA ENERGY 47.
Nuclear-Decommissioning Liability At December 31, 2002 and 2001, deferred credits and other liabilities include $139 million and $151 million, respectively, of accrued decommissioning costs associated with SDG&E's interest in San Onofre Nuclear Generating Station (SONGS) Unit 1, which was permanently shut down in 1992. The corresponding liability for SONGS Units 2 and 3 decommissioning (included in accumulated depreciation and amortization) is $355 million and $375 million at December 31, 2002 and 2001, respectively. Additional information on SONGS decommissioning costs is included below in "New Accounting Standards." Comprehensive Income Comprehensive income includes all changes, except those resulting from investments by owners and distributions to owners, in the equity of a business enterprise from transactions and other events, including foreign-currency translation adjustments, minimum pension liability adjustments, unrealized gains and losses on marketable securities that are classified as available-for-sale, and certain hedging activities. The components of other comprehensive income are shown in the Statements of Consolidated Changes in Shareholders' Equity. Stock-Based Compensation At December 31, 2002, the company has stock-based employee compensation plans, which are described more fully in Note 9. The company accounts for those plans under the recognition and measurement principles of Accounting Principles Board (APB) Opinion 25, "Accounting for Stock Issued to Employees," and related Interpretations. For certain grants, no stock-based employee compensation cost is reflected in net income, since the options granted under those plans had an exercise price equal to the market value of the underlying common stock on the date of grant. The following table illustrates the effect on net income and earnings per share if the company had applied the fair value recognition provisions of SFAS 123, "Accounting for Stock-Based Compensation," and SFAS 148, "Accounting for Stock-Based Compensation--Transition and Disclosure." Years Ended December 31 Dollars in millions, ----------------------- except per share amounts 2002 2001 2000 - ----------------------- Net income as reported $ 591 $ 518 $ 429 Stock-based employee compensation expense determined under the fair value based method, net of related income taxes (8) (1) -- ----------------------- Pro forma net income $ 583 $ 517 $ 429 ----------------------- Earnings per share: Basic - as reported $2.88 $2.54 $2.06 ----------------------- Basic - pro forma $2.84 $2.54 $2.06 ----------------------- Diluted - as reported $2.87 $2.52 $2.06 ----------------------- Diluted - pro forma $2.83 $2.52 $2.06 ----------------------- SEMPRA ENERGY 48.
Revenues Revenues of the California Utilities are derived from deliveries of electricity and natural gas to customers and changes in related regulatory balancing accounts. Revenues from electricity and natural gas sales and services are generally recorded under the accrual method and these revenues are recognized upon delivery. The portion of SDG&E's electric commodity that was procured for its customers by the California Department of Water Resources (DWR) is not included in SDG&E's revenues or costs. For 2001, California Power Exchange (PX) and Independent System Operator (ISO) power revenues have been netted against purchased-power expense to avoid double-counting as SDG&E sold power into the PX/ISO and then purchased power therefrom. Refer to Note 13 for a discussion of the electric industry restructuring. Natural gas storage contract revenues are accrued on a monthly basis and reflect reservation, storage and injection charges in accordance with negotiated agreements, which have one-year to three-year terms. Operating revenue includes amounts for services rendered but unbilled (approximately one-half month's deliveries) at the end of each year. Operating costs of SONGS Units 2 and 3 (including nuclear fuel and nuclear fuel financing costs) and incremental capital expenditures are recovered through the Incremental Cost Incentive Pricing (ICIP) mechanism which allows SDG&E to receive approximately 4.4 cents per kilowatt-hour (kWh) through 2003. Any differences between these costs and the incentive price affect net income and, for the year ended December 31, 2002, the ICIP contributed $50 million to SDG&E's net income. The CPUC has rejected an administrative law judge's proposed decision to end ICIP prior to its December 31, 2003 scheduled expiration date. However, the CPUC has also denied the previously approved market-based pricing for SONGS beginning in 2004 and instead provided for traditional rate-making treatment, under which the SONGS ratebase would begin at zero, essentially eliminating earnings from SONGS until ratebase grows. The company has applied for rehearing of this decision. Additional information concerning utility revenue recognition is discussed above under "Regulatory Matters." SET generates a substantial portion of its revenues from market making and trading activities, as a principal, in natural gas, electricity, petroleum, metals and other commodities, for which it quotes bid and asked prices to end users and other market makers. Principal transaction revenues are recognized on a trade-date basis, and include realized gains and losses, and the net change in unrealized gains and losses measured at current fair value. SET also earns trading profits as a dealer by structuring and executing transactions that permit its counterparties to manage their risk profiles. In addition, it takes positions in energy markets based on the expectation of future market conditions. These positions include options, forwards, futures, physical commodities and swaps. Options, which are either exchange-traded or directly negotiated between counterparties, provide the holder with the right to buy from or sell to the other party an agreed amount of commodity at a specified price within a specified period or at a specified time. As a writer of options, SET generally receives an option premium and then manages the risk of an unfavorable change in the value of the underlying commodity by entering into related transactions or by other means. Forward and future transactions are contracts for delayed delivery of commodities in which the counterparty agrees to make or take delivery at a specified price. Commodity swap transactions may involve the exchange of fixed and floating payment obligations without the exchange of the underlying commodity. These financial instruments represent contracts with counterparties whereby payments are linked to or derived from market indices or on terms predetermined by the contract, which may or may not be financially settled by SET. All of SET's derivative transactions are held for trading and marketing purposes and were recorded at current fair value. Any post October 25, 2002 non-derivative contracts are being accounted for on an accrual basis. Hence, the related profit or loss will be recognized as the contract is performed. Inventory purchased after October 25, 2002 is being carried on a lower of cost or market basis. SEMPRA ENERGY 49.
Revenues of SES are generated from commodity sales and energy-related products and services to commercial, industrial, government and institutional markets. Energy supply revenues from natural gas and electricity commodity sales are recognized on a current fair value basis and include realized gains and losses and the net change in unrealized gains and losses measured at fair value. Revenues on construction projects are recognized during the construction period using the percentage-of-completion method, and revenues from other operating and maintenance service contracts are recorded under the accrual method and recognized as service is rendered. SET and SES record revenues from trading activities on a net basis in accordance with EITF 02-3. See further discussion of this matter and the rescission of EITF Issue 98-10 under "New Accounting Standards". Revenues of SER are derived primarily from the sale of electric energy to governmental and wholesale power marketing entities, which are recognized in accordance with provisions of EITF 91-6, "Revenue Recognition of Long-term Power Supply Contracts", and EITF 96-17, "Revenue Recognition Under Long-term Power Sales Contacts that Contain Both Fixed and Variable Terms." During 2002, electric energy sales to the DWR accounted for a significant portion of total SER revenues. The consolidated subsidiaries of Sempra Energy International (SEI) which operate in Mexico recognize revenue similarly to the California Utilities, except that SFAS 71 is not applicable due to the different regulatory environment. The balance of SEI's revenues consists of its share of the income of its unconsolidated subsidiaries. Foreign Currency Translation The assets and liabilities of the company's foreign operations are generally translated into U.S. dollars at current exchange rates, and revenues and expenses are translated at average exchange rates for the year. Resulting translation adjustments do not enter into the calculation of net income or retained earnings, but are reflected in comprehensive income and accumulated other comprehensive income, a component of shareholders' equity, as described below. Foreign currency transaction gains and losses are included in consolidated net income. To reflect the devaluation in the Argentine peso, the functional currency of the company's Argentine operations, SEI adjusted its investment in its two Argentine natural gas utility holding companies downward by $103 million and $120 million in 2002 and 2001, respectively. These non-cash adjustments did not affect net income, but did reduce comprehensive income and increase accumulated other comprehensive income (loss). Additional information concerning these investments is described in Note 3. Related Party Transactions--Loans To Unconsolidated Affiliates In December 2001, SEI issued two U.S. dollar denominated loans totaling $35 million and $22 million to its affiliates Camuzzi Gas Pampeana S. A. and Camuzzi Gas del Sur S. A., respectively. These loans have variable interest rates (8.863% at December 31, 2002) and are due on December 11, 2003. The total balance outstanding under the notes was $57 million at December 31, 2002 and 2001. At December 31, 2002, this amount is included in non-current assets, under the caption "Due from unconsolidated affiliates." Additionally, at December 31, 2002 SET had $79 million due from its affiliate, Atlantic Electric & Gas and the company had $1 million due from other affiliates. This amount is included in current assets, under the caption "Due from unconsolidated affiliates". New Accounting Standards SFAS 142, "Goodwill and Other Intangible Assets": In July 2001, the Financial Accounting Standards Board (FASB) issued SFAS 142, which provides guidance on how to account for goodwill and other SEMPRA ENERGY 50.
intangible assets after an acquisition is complete, and is effective for the company in 2002. SFAS 142 calls for amortization of goodwill to cease and requires goodwill and certain other intangibles to be tested for impairment at least annually. Amortization of goodwill, including the company's share of amounts recorded by unconsolidated subsidiaries, was $24 million and $35 million in 2001 and 2000, respectively. In accordance with the transitional guidance of SFAS 142, recorded goodwill attributable to the company was tested for impairment in 2002 by comparing the fair value to its carrying value. Fair value was determined using a discounted cash flow methodology. As a result, during the first quarter of 2002, SEI recorded a pre-tax charge of $6 million related to the impairment of goodwill associated with its two domestic subsidiaries. Impairment losses are reflected in other operating expenses in the Statements of Consolidated Income. The following table shows what net income and earnings per share would have been if amortization related to goodwill that is no longer being amortized had also not been amortized in prior periods. (This comparison ignores the fact that a 2002 goodwill impairment charge would have been larger if goodwill had not been amortized in prior periods.) Years ended December 31, Dollars in millions, except for the per share amounts 2002 2001 2000 ------------------------------------------------------------------------------ Reported income before extraordinary item $ 575 $ 518 $ 429 Add: goodwill amortization, net of tax -- 15 21 ------------------------ Pro forma adjusted income before extraordinary item $ 575 $ 533 $ 450 ------------------------ Reported net income $ 591 $ 518 $ 429 Add: goodwill amortization, net of tax -- 15 21 ------------------------ Pro forma adjusted net income $ 591 $ 533 $ 450 ------------------------ Reported basic earnings per share $2.88 $2.54 $2.06 Add: goodwill amortization, net of tax -- .07 .10 ------------------------ Pro forma adjusted basic earnings per share $2.88 $2.61 $2.16 ------------------------ Reported diluted earnings per share $2.87 $2.52 $2.06 Add: goodwill amortization, net of tax -- .07 .10 ------------------------ Pro forma adjusted diluted earnings per share $2.87 $2.59 $2.16 ------------------------------------------------------------------------------ During 2002, SET completed several acquisitions as further discussed in Note 2. As a result of SET's acquisitions, the company recorded $21 million of goodwill on the Consolidated Balance Sheets and $16 million as an after-tax extraordinary gain for 2002. SEMPRA ENERGY 51.
The change in the carrying amount of goodwill (included in noncurrent sundry assets on the Consolidated Balance Sheets) for the years ended December 31, 2002 and 2001 are as follows: (Dollars in millions) SET Other Total --------------------------------------------------- Balance as of January 1, 2001 $131 $57 $188 Amortization of goodwill (11) (5) (16) ----------------- Balance as of December 31, 2001 120 52 172 Goodwill acquired during the year 21 -- 21 Impairment losses -- (6) (6) Other -- (5) (5) ----------------- Balance as of December 31, 2002 $141 $41 $182 --------------------------------------------------- SET is the only reportable segment that has goodwill. In addition, unamortized goodwill related to unconsolidated subsidiaries (included in investments on the Consolidated Balance Sheets), primarily those located in South America, was $294 million at both December 31, 2002 and 2001 before foreign currency translation adjustments. Including foreign currency translation adjustments, these amounts were $219 million and $233 million, respectively. Unamortized other intangible assets were not material at December 31, 2002 and 2001. SFAS 143, "Accounting for Asset Retirement Obligations": SFAS 143, issued in July 2001, addresses financial accounting and reporting for obligations associated with the retirement of tangible long-lived assets and the associated asset retirement costs. This applies to legal obligations associated with the retirement of long-lived assets that result from the acquisition, construction, development and/or normal operation of long-lived assets, such as nuclear plants. It requires entities to record the fair value of a liability for an asset retirement obligation in the period in which it is incurred. When the liability is initially recorded, the entity increases the carrying amount of the related long-lived asset by the present value of the future retirement cost. Over time, the liability is accreted to its full value and paid, and the capitalized cost is depreciated over the useful life of the related asset. SFAS 143 is effective for financial statements issued for fiscal years beginning after June 15, 2002. The items noted below were identified by the company to have a material asset retirement obligation. Adoption of SFAS 143 will change the accounting for the decommissioning of the company's share of SONGS. Prior to the adoption of SFAS 143, the company recorded the obligation for decommissioning over the lives of the plants. At December 31, 2002, the company's share of decommissioning cost for the SONGS' units has been estimated to be $309 million in 2002 dollars, based on a 2001 cost study filed with the CPUC. The adoption of this standard, effective January 1, 2003, will require a cumulative adjustment to adjust plant assets and decommissioning liabilities to the values they would have been had this standard been employed from the in-service dates of the plants. Upon adoption of SFAS 143 in 2003, the company will record an addition of $70 million to utility plant, representing the company's share of SONGS estimated future decommissioning costs (as discounted to the present value at the date the various units began operation), and a corresponding retirement obligation liability of $309 million. The nuclear decommissioning trusts' balance of $494 million at December 31, 2002 represents amounts collected for future decommissioning costs and earnings thereon, and has a corresponding offset in accumulated depreciation ($355 million related to SONGS Units 2 and 3) and deferred credits ($139 million related to SONGS Unit 1). The difference between the amounts results in a regulatory liability of $214 million to reflect that SDG&E has collected the funds from its customers more quickly than SFAS 143 would accrete the retirement liability and depreciate the asset. See further discussion of SONGS' decommissioning and the related nuclear decommissioning trusts in Note 6. SEMPRA ENERGY 52.
As of January 1, 2003, the company had additional asset retirement obligations estimated to be $23 million associated with the retirement of a power plant and a storage field. SFAS 144, "Accounting for Impairment or Disposal of Long-Lived Assets": In August 2001, the FASB issued SFAS 144, which replaces SFAS 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of." SFAS 144 applies to all long-lived assets, including discontinued operations. SFAS 144 requires that those long-lived assets classified as held for sale be measured at the lower of carrying amount (cost less accumulated depreciation) or fair value less cost to sell. Discontinued operations will no longer be measured at net realizable value or include amounts for operating losses that have not yet occurred. SFAS 144 also broadens the reporting of discontinued operations to include all components of an entity with operations that can be distinguished from the rest of the entity and that will be eliminated from the ongoing operations of the entity in a disposal transaction. The company has identified no material effects to the financial statements from the implementation of SFAS 144. SFAS 148, "Accounting for Stock-Based Compensation--Transition and Disclosure": In December 2002, the FASB issued SFAS 148, an amendment to SFAS 123, "Accounting for Stock-Based Compensation," which gives companies electing to expense employee stock options three methods to do so. In addition, the statement amends the disclosure requirements to require more prominent disclosure about the method of accounting for stock-based employee compensation and the effect of the method used on reported results in both annual and interim financial statements. The company has elected to continue using the intrinsic value method of accounting for stock-based compensation. Therefore, the amendment to SFAS 123 will not have any effect on the company's financial statements. See Note 9 for additional information regarding stock-based compensation. SFAS 149, "Accounting for Certain Financial Instruments with Characteristics of Liabilities and Equity": On January 22, 2003, the FASB directed its staff to prepare a draft of SFAS 149. The final draft is expected to be issued in March 2003. The statement will establish standards for accounting for financial instruments with characteristics of liabilities, equity, or both. Subsequent to the issuance of SFAS 149, certain investments that are currently classified as equity in the financial statements might have to be reclassified as liabilities. In addition, the FASB decided that SFAS 149 will prohibit the presentation of certain items in the mezzanine section (the portion of a balance sheet between liabilities and equity) of the statement of financial position. For example, certain mandatorily redeemable preferred stock, which is currently included in the mezzanine section, may be classified as a liability once SFAS 149 goes into effect. The proposed effective date of SFAS 149 is July 1, 2003 for the company. EITF Issue 02-3, "Issues Involved in Accounting for Derivative Contracts Held for Trading Purposes and Contracts Involved in Energy Trading and Risk Management Activities": In June 2002, a consensus was reached in EITF Issue 02-3, which codifies and reconciles existing guidance on the recognition and reporting of gains and losses on energy trading contracts, and addresses other aspects of the accounting for contracts involved in energy trading and risk management activities. Among other things, the consensus requires that mark-to-market gains and losses on energy trading contracts should be shown on a net basis in the income statement, effective for financial statements issued for periods ending after July 15, 2002. This required that SES change its method of recording trading activities from gross to net, which had no impact on previously recorded gross margin, net income or cash provided by operating activities. SET was already recording revenues from trading activities net and required no change. SEMPRA ENERGY 53.
The following table shows the impact of changing from gross to net presentations for energy trading activities on the company's revenues for prior years (dollars in millions): Years ended December 31, 2001 2000 ----------------------------------------------- Revenues as previously reported $8,078 $7,037 Adjustment (348) (277) --------------- Revenues as restated $7,730 $6,760 ----------------------------------------------- In October 2002, the EITF reached a consensus to rescind Issue 98-10 "Accounting for Contracts Involved in Energy Trading and Risk Management Activities," the basis for fair value accounting used for recording energy-trading activities by SET and SES. The consensus requires that all new energy-related contracts entered into subsequent to October 25, 2002 should not be accounted pursuant to Issue 98-10. Instead, those contracts should be accounted for at historical cost and will not qualify for mark-to-market accounting unless the contracts meet the requirements stated under SFAS 133 "Accounting for Derivative Instruments and Hedging Activities". Contracts entered into through October 25, 2002 are to be accounted for at fair value through December 31, 2002. Except for inventory, capacity contracts and natural gas storage, the company's transactions recorded at fair value by EITF Issue 98-10 will still be recorded at fair value based on SFAS 133 (see Note 10 for additional information concerning SFAS 133 derivatives). Furthermore, the EITF decided to retain the guidance in Issue 02-3, which states that energy trading contracts and derivative instruments under SFAS 133 must be presented on a net basis in the income statement whether or not physically settled. Adoption of this statement will result in a cumulative-effect charge in the first quarter of 2003 (preliminarily estimated to be less than $20 million after tax) and likely will have a material impact on the company's financial statements in future periods from the delay in profit recognition on transactions that were covered by EITF 98-10 but are not covered by SFAS 133. FASB Interpretation 45, "Guarantor's Accounting and Disclosure Requirements for Guarantees": In November 2002, the FASB issued Interpretation 45, which elaborates on the disclosures to be made in interim and annual financial statements of a guarantor about its obligations under certain guarantees that it has issued. It also clarifies that a guarantor is required to recognize, at the inception of a guarantee, a liability for the fair value of the obligation undertaken in issuing a guarantee. Initial recognition and measurement provisions of the Interpretation are applicable on a prospective basis to guarantees issued or modified after December 31, 2002. The disclosure requirements are effective for financial statements of interim or annual periods ending after December 15, 2002. As of December 31, 2002, substantially all of the company's guarantees were intercompany, whereby the parent issues the guarantees on behalf of its consolidated subsidiaries to a third party. The only significant guarantee for which disclosure is required is that of the synthetic lease for the Mesquite Power Plant, which is also affected by FASB Interpretation 46, as described below. FASB Interpretation 46, "Consolidation of Variable Interest Entities": In January 2003, the FASB issued Interpretation 46, which addresses consolidation by business enterprises of variable-interest entities. The interpretation is effective immediately for variable-interest entities created after January 31, 2003. For variable-interest entities created before February 1, 2003, the interpretation is effective for fiscal or interim periods beginning after June 15, 2003. As of December 31, 2002, the company had commitments of $70 million related to a synthetic lease agreement to finance the construction of the Mesquite Power Plant. As a synthetic lease, neither the plant asset nor the related liability is included on the Consolidated Balance Sheets. If they were, property, plant and equipment and long-term debt would each have been increased by $545 million at December 31, 2002, reflecting reimbursements for costs incurred on the project, including costs subject to collateralization SEMPRA ENERGY 54.
requirements. Under Interpretation 46, the company would be required to increase property, plant and equipment and long-term debt by the total cost incurred and subject to collateralization requirements under the synthetic lease beginning July 1, 2003. See further discussion of the synthetic lease agreement in Note 15. Other Accounting Standards: During 2002 and 2001 the FASB and the EITF issued several statements that are currently not applicable to the company. In April 2002, the FASB issued SFAS 145, which rescinds SFAS 4, "Reporting Gains and Losses from Extinguishment of Debt", and SFAS 64, "Extinguishments of Debt Made to Satisfy Sinking-Fund Requirements." In June 2002, the FASB issued SFAS 146, "Accounting for Costs Associated with Exit or Disposal Activities," which addresses accounting for restructuring and similar costs. SFAS 146 supersedes previous accounting guidance, principally EITF Issue 94-3, "Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring)." In October 2002, the FASB issued SFAS 147, "Accounting for Certain Financial Institutions--an amendment of SFAS 72 and 144 and FASB Interpretation 9," which applies to acquisitions of financial institutions. NOTE 2: RECENT ACQUISITIONS AND INVESTMENTS Sempra Energy Trading During 2002, SET completed acquisitions that added base metals trading and warehousing to its trading business. On February 4, 2002, SET completed the acquisition of London-based Sempra Metals Limited, a leading metals trader on the London Metals Exchange, for $65 million, net of cash acquired. On April 26, 2002, SET completed the acquisition of the assets of New York-based Sempra Metals & Concentrates Corp., a leading global trader of copper, lead and zinc concentrates, for $24 million. Also in April 2002, SET completed the acquisition of Liverpool, England-based Henry Bath & Sons Limited, which provides warehousing services for non-ferrous metals in Europe and Asia, and the assets of the U.S. warehousing business of Henry Bath, Inc., for a total of $30 million, net of cash acquired. All of these entities were part of the former MG Metals Group, which had recently been acquired by Enron. Related to these acquisitions, the company recognized an extraordinary after-tax gain of $16 million and goodwill of $21 million, which is expected to be fully deductible for tax purposes. In January 2003, SET purchased from CMS Energy's marketing and trading unit a substantial portion of its wholesale natural gas trading book for $17 million. Sempra Energy Resources On October 31, 2002, SER purchased a 305-megawatt, coal-fired power plant (renamed Twin Oaks Power) from Texas-New Mexico Power Company for $120 million. SER has a five-year contract to sell substantially all of the output of the plant. In connection with the acquisition, SER also assumed a contract which includes annual commitments to purchase lignite coal either until an aggregate minimum volume has been achieved or through 2025. The wholly owned 1,250-megawatt Mesquite Power Plant near Phoenix, Arizona, is expected to commence commercial operations at 50-percent capacity in June 2003 and at full capacity in January 2004. This project has been financed through a synthetic lease agreement. Under this agreement, SER is reimbursed monthly for most project costs. Through December 31, 2002, SER had received $500 million under this facility. All amounts above $280 million require collateralization through purchases of U.S. Treasury obligations, which must at least equal 103 percent of the amount drawn. That collateralization was $228 million at December 31, 2002, and is included in "Investments" on the Consolidated Balance Sheets. SEMPRA ENERGY 55.
Sempra Energy International SEI's Mexican subsidiaries Distribuidora de Gas Natural (DGN) de Mexicali, DGN de Chihuahua and DGN de La Laguna Durango built and operate natural gas distribution systems in Mexicali, Chihuahua and the La Laguna-Durango zone in north-central Mexico, respectively. At December 31, 2002, SEI owned interests of 60, 95 and 100 percent in the projects, respectively. Through December 31, 2002, DGN de Mexicali, DGN de Chihuahua and DGN de La Laguna Durango have made capital expenditures of $23 million, $57 million and $32 million, respectively. Total capital expenditures for these subsidiaries in 2002 were $15 million. On February 7, 2003, SEI completed its purchase of the remaining interests in DGN de Mexicali, DGN de Chihuahua, Transportadora de Gas Natural, a supplier of natural gas to the Presidente Juarez power plant in Rosarito, Baja California, and other subsidiaries. NOTE 3. INVESTMENTS IN UNCONSOLIDATED SUBSIDIARIES Investments, other than housing partnerships, in which the company has an interest of twenty percent to fifty percent are accounted for under the equity method. The company has no investments where its ability to influence or control an investee differs from its ownership percentage. The company's pro rata shares of the subsidiaries' net assets are included under the caption "Investments" on the Consolidated Balance Sheets, and are adjusted for the company's share of each investee's earnings/losses, dividends and foreign currency translation effects. Earnings are recorded as equity earnings on the Statements of Consolidated Income within the caption "Other income -- net." In accordance with EITF D-46, the company accounts for investments in housing partnerships made after May 18, 1995 according to the American Institute of Certified Public Accountants' Statement of Position 78-9 "Accounting for Investments in Real Estate," which generally requires the use of the equity method unless the investor has virtually no influence over the partnership operating and financial policies. Investments in housing partnerships accounted for by the cost method are amortized over ten years based on the expected residual value. The company's investments in unconsolidated subsidiaries accounted for by the equity and cost methods are summarized as follows: Investments at December 31 (dollars in millions) 2002 2001 ------------------------------------------------------------------- Equity method investments: Chilquinta Energia (including Luz del Sur) $ 504 $ 484 Sodigas Pampeana and Sodigas Sur 17 140 Elk Hills power project 172 133 El Dorado Energy 73 57 Sempra Energy Financial housing partnerships 206 228 Sempra Energy Financial synthetic fuel partnerships 8 9 Other -- 4 -------------- Total 980 1,055 -------------- Cost method investments: Sempra Energy Financial housing partnerships 57 81 Other 3 33 -------------- Total 60 114 -------------- Other: Mesquite Power Plant project (see Note 15) Collateralized U.S. Treasury obligations 228 -- Reimbursable project costs 45 -- -------------- Total 273 -- -------------- Total investments $1,313 $1,169 ------------------------------------------------------------------- SEMPRA ENERGY 56.
For equity method investments, costs in excess of equity in net assets were $219 million and $233 million at December 31, 2002 and 2001, respectively. Through December 31, 2001, the excess of the investment over the related equity in net assets had been amortized over various periods, primarily forty years (see Note 1). In accordance with SFAS 142, amortization has ceased in 2002. Costs in excess of the underlying equity in net assets will continue to be reviewed for impairment in accordance with Accounting Principles Board Opinion 18, "The Equity Method of Accounting for Investments in Common Equity". See additional discussion of SFAS 142 in "New Accounting Standards" in Note 1. Descriptive information concerning each of these subsidiaries follows. Sempra Energy Resources In December 2000, SER obtained approvals from the appropriate state agencies to construct the Elk Hills Power Project (Elk Hills), a $395 million, 570-megawatt power plant near Bakersfield, California, which is anticipated to be completed by May 2003. Elk Hills is being developed in a joint venture with Occidental Energy Ventures Corporation (Occidental). Information concerning litigation with Occidental is provided in Note 15. In 2000, El Dorado Energy, a 50/50 partnership between SER and Reliant Energy Power Generation, completed construction of a $280 million, 440-megawatt merchant power plant near Las Vegas, Nevada. In December 2000, SER obtained approval from the appropriate state agencies to construct the Mesquite Power Plant. Located near Phoenix, Arizona, Mesquite Power is a $690 million, 1,250-megawatt project which will provide electricity to wholesale energy markets in the Southwest region. Ground was broken in September 2001. Commercial operations at 50-percent capacity are expected to commence in June 2003 and project completion is anticipated in January 2004. The project is being financed primarily via the synthetic lease agreement described in Note 15. Construction expenditures as of December 31, 2002 were $558 million. Financing under the synthetic lease in excess of $280 million requires collateralization through the purchase of U.S. Treasury obligations, which must at least equal 103 percent of the amount drawn. During 2002, the company purchased $228 million of U.S. Treasury obligations as collateral, which is included in "Investments" on the Consolidated Balance Sheets. Sempra Energy International SEI and PSEG Global (PSEG), an unaffiliated company, each own a 50-percent interest in Chilquinta Energia S.A. (Energia), a Chilean electric utility, and 44 percent of the outstanding shares of Luz del Sur S.A.A. (Luz), a Peruvian electric utility. In October 2000, SEI increased its existing investment in two Argentine natural gas utility holding companies (Sodigas Pampeana S.A. and Sodigas Sur S.A.) from 21.5 percent to 43 percent. Shortly after December 31, 2001, the Argentine peso, the functional currency of the companies' operations, began to float freely in the foreign exchange market. As a result of the decline in the value of the Argentine peso, SEI has reduced the carrying value of its investment by reducing shareholders' equity by $223 million, which is included in accumulated other comprehensive income (loss). These non-cash adjustments, which began at the end of 2001 and continued into the early part of 2002, did not affect net income, but did reduce comprehensive income and did increase accumulated other comprehensive income (loss). The related Argentine economic decline and government responses (including Argentina's unilateral, retroactive abrogation of utility agreements early in 2002) are continuing to adversely affect the operations of these Argentine utilities. On September 5, 2002, SEI filed for international arbitration under the 1994 Bilateral Investment Treaty between the United States and Argentina for recovery of SEMPRA ENERGY 57.
the diminution of the value of its investments resulting from the government actions. SEI had its Request for Arbitration registered on December 6, 2002, and expects the International Center for Settlement of Investment Disputes to recognize the filing and set the matter for arbitration, but resolution is expected to take more than a year. Sempra Energy also has political-risk insurance that could recover a portion of the diminution. SEI and the majority owner of the Argentine companies have an agreement whereby, under certain, specified circumstances, SEI could compel the majority owner to purchase SEI's interest or the majority owner could compel SEI to sell its interest to the majority owner. Sempra Energy Financial (SEF) SEF invests as a limited partner in affordable-housing properties. SEF's portfolio includes 1,300 properties throughout the United States, including Puerto Rico and the Virgin Islands. These investments are accounted for in accordance with EITF Issue 94-1 "Accounting for Tax Benefits Resulting from Investments in Affordable Housing Projects." These investments are expected to provide income tax benefits (primarily from income tax credits) over 10-year periods. SEF also has an investment in a limited partnership which produces synthetic fuel from coal. Whether SEF will invest in additional properties will depend on Sempra Energy's income tax position. NOTE 4. SHORT-TERM BORROWINGS At December 31, 2002, the company had available $2.25 billion in unused, committed lines of credit to provide liquidity and support commercial paper. As of December 31, 2002, $600 million of the lines was supporting commercial paper and variable-rate debt. Borrowings under these lines are subject to compliance with certain covenants. Under the most restrictive of these covenants Sempra Energy and its subsidiaries could have issued in excess of $3 billion of additional debt at December 31, 2002. Committed Lines of Credit At December 31, 2002, Global had a $950 million syndicated revolving line of credit guaranteed by Sempra Energy. The revolving credit commitment expires in September 2003, at which time outstanding borrowings may be converted to a one-year term loan. The agreement requires Sempra Energy to maintain a debt-to-total capitalization ratio (as defined in the agreement) of not to exceed 65 percent. Borrowings under the agreement bear interest at rates varying with market rates and Sempra Energy's credit rating. Global's line of credit was unused at December 31, 2002, and is available to support commercial paper and variable-rate long-term debt. Global had $422 million and $705 million of commercial paper, guaranteed by Sempra Energy, outstanding at December 31, 2002 and 2001, respectively. At December 31, 2002, the California Utilities had a combined revolving line of credit, under which each utility individually could borrow up to $300 million, subject to a combined borrowing limit for both utilities of $500 million. Borrowings under the agreement, which are available for general corporate purposes including support for commercial paper and variable-rate long-term debt, bear interest at rates varying with market rates and the individual borrowing utility's credit rating. This revolving credit commitment expires in May 2003, at which time the outstanding borrowings may be converted into SEMPRA ENERGY 58.
a one-year term loan subject to any requisite regulatory approvals related to long-term debt. This agreement requires each utility to maintain a debt-to-total capitalization ratio (as defined in the agreement) of not to exceed 60 percent. The rights, obligations and covenants of each utility under the agreement are individual rather than joint with those of the other utility, and a default by one utility would not constitute a default by the other. These lines of credit were unused at December 31, 2002. At December 31, 2002, the California Utilities had no commercial paper outstanding. At December 31, 2002, SER had a syndicated $400 million, three-year revolving line of credit, guaranteed by Sempra Energy, primarily to finance power plant and natural gas pipeline construction projects. The agreement requires Sempra Energy to maintain a debt-to-total capitalization ratio (as defined in the agreement) of not to exceed 65 percent. The agreement expires in August 2004 and borrowings bear interest at rates varying with market rates and Sempra Energy's credit rating. At December 31, 2002, SER's outstanding borrowing under the line of credit, classified as long-term, was $100 million. See Note 5 for additional information on SER's borrowings. There were no loans outstanding under the line of credit at December 31, 2001. At December 31, 2002, PE had a $500 million two-year revolving line of credit, guaranteed by Sempra Energy, for the purpose of providing loans to Global. The revolving credit commitment expires in April 2003, at which time the outstanding borrowings may be converted into a two-year term loan. Borrowings would be subject to mandatory repayment prior to the maturity date should PE's credit rating cease to be at least BBB- by Standard & Poor's (S&P) or SoCalGas' unsecured long-term credit ratings cease to be at least BBB by S&P and Baa2 by Moody's Investor Services, Inc. (Moody's), should Sempra Energy's or SoCalGas' debt-to-total capitalization ratio (as defined in the agreement) exceed 65 percent, or should there be a change in law materially and adversely affecting the ability of SoCalGas to pay dividends or make distributions to PE. Borrowings bear interest at rates varying with market rates and the amount of outstanding borrowings. PE's line of credit was unused at December 31, 2002 and December 31, 2001. Uncommitted Lines of Credit At December 31, 2002, SET had $690 million in various uncommitted lines of credit that are guaranteed by Sempra Energy and bear interest at rates varying with market rates and Sempra Energy's credit rating. At December 31, 2002 and 2001, SET had $115 million and $120 million, respectively, in short-term borrowings, and $345 million and $167 million, respectively, of letters of credit outstanding against these lines. The company's weighted average interest rate for short-term borrowings outstanding was 2.02% and 2.18%, at December 31, 2002 and 2001, respectively. SEMPRA ENERGY 59.
NOTE 5. LONG-TERM DEBT December 31, (Dollars in millions) 2002 2001 - ----------------------------------------------------------------------------------------------- First-mortgage bonds 5.75% November 15, 2003 $ 100 $ 100 4.8% October 1, 2012 250 -- 6.8% June 1, 2015 14 14 5.9% June 1, 2018 68 68 5.9% to 6.4% September 1, 2018 176 176 6.1% September 1, 2019 35 35 Variable rates (1.34% to 1.35% at December 31, 2002) September 1, 2020 58 58 5.85% June 1, 2021 60 60 7.375% March 1, 2023 100 100 7.5% June 15, 2023 125 125 6.875% November 1, 2025 175 175 6.4% and 7% December 1, 2027 225 225 8.5% April 1, 2022 -- 10 7.625% June 15, 2002 -- 28 6.875% August 15, 2002 -- 100 ---------------- Total 1,386 1,274 Other long-term debt 5.60% Equity units May 17, 2007 600 -- Notes payable at variable rates after a fixed-to-floating rate swap (2.69% to 2.73% at December 31, 2002) July 1, 2004 500 500 7.95% Notes March 1, 2010 500 500 Rate-reduction bonds, 6.19% to 6.37% annually through 2007 329 395 6.95% Notes December 1, 2005 300 300 Debt incurred to acquire limited partnerships, secured by real estate, at 7.11% to 9.35% annually through 2009 145 187 5.9% June 1, 2014 130 130 SER line of credit at variable rates (3.073% at December 31, 2002) August 21, 2004 100 -- Employee Stock Ownership Plan Bonds at 7.375% November 1, 2014 82 82 Bonds at variable rates (1.92% at December 31, 2002) November 2014 19 46 5.67% January 15, 2003 75 75 Variable rates (2.00% at December 31, 2002) December 1, 2021 60 60 Variable rates (1.75% at December 31, 2002) July 1, 2021 39 39 6.75% March 1, 2023 25 25 6.375% May 14, 2006 8 8 Other variable-rate debt 18 27 Capitalized leases 10 14 Market value adjustments for interest rate swaps -- net 42 22 Total ---------------- 4,368 3,684 ---------------- Less: Current portion of long-term debt 281 242 Unamortized discount on long-term debt 4 6 ---------------- 285 248 ---------------- Total $4,083 $3,436 - ----------------------------------------------------------------------------------------------- SEMPRA ENERGY 60.
Excluding capital leases, which are described in Note 15, and market value adjustments for interest-rate swaps, maturities of long-term debt are $278 million in 2003, $745 million in 2004, $397 million in 2005, $100 million in 2006, $683 million in 2007 and $2.2 billion thereafter. Holders of variable-rate bonds may require the issuer to repurchase them prior to scheduled maturity. However, since repurchased bonds would be remarketed and funds for repurchase are provided by revolving lines of credit (which are generally renewed upon expiration and which are described in Note 4), it is assumed the bonds will be held to maturity for purposes of determining the maturities listed above. Interest rates on the $300 million and $500 million of notes maturing in 2005 and 2010, respectively, can vary with the company's credit ratings. First-mortgage Bonds The first-mortgage bonds were issued by the California Utilities and are secured by a lien on their respective utility plant. The California Utilities may issue additional first-mortgage bonds upon compliance with the provisions of their bond indentures, which require, among other things, the satisfaction of pro forma earnings-coverage tests on first-mortgage bond interest and the availability of sufficient mortgaged property to support the additional bonds. The most restrictive of these tests (the property test) would permit the issuance, subject to CPUC authorization, of an additional $2.7 billion of first-mortgage bonds at December 31, 2002. During the first quarter of 2001, SDG&E remarketed $150 million of variable-rate first-mortgage bonds for a five-year term at a fixed rate of 7%. At SDG&E's option, the bonds may be remarketed at a fixed or floating rate at December 1, 2005, the expiration of the fixed term. In November 2001, SoCalGas called its $150 million 8.75% first-mortgage bonds at a premium of 3.59 percent. On December 11, 2001, SoCalGas entered into an interest-rate swap which effectively exchanged the fixed rate on its $175 million 6.875% first-mortgage bonds for a floating rate. On September 30, 2002, SoCalGas terminated the swap, receiving cash proceeds of $10 million, comprised of $4 million in accrued interest and a $6 million amortizable gain. Additional information is provided under "Interest-Rate Swaps" below. In June and July 2002, SDG&E paid off its $28 million 7.625% first-mortgage bonds and $10 million 8.5% first-mortgage bonds, respectively. In August 2002, SoCalGas paid off its $100 million 6.875% first-mortgage bonds. In October 2002, SoCalGas publicly offered and sold $250 million of 4.8% first-mortgage bonds, maturing on October 1, 2012. The bonds are not subject to a sinking fund and are not redeemable prior to maturity except through a make-whole mechanism. Proceeds from the bond sale have become part of the company's general funds to replenish amounts previously expended to refund and retire indebtedness, and for working capital and other general corporate purposes. These bonds were assigned ratings of A+ by the S&P rating agency, A1 by Moody's and AA by Fitch, Inc. Callable Bonds At the company's option, certain bonds may be called at a premium, including $157 million of variable-rate bonds that are callable at various dates in 2003. Of the company's remaining callable bonds, $860 million are callable in 2003, $25 million in 2004, $105 million in 2005 and $8 million in 2006. Rate-Reduction Bonds In December 1997, $658 million of rate-reduction bonds were issued on behalf of SDG&E at an average interest rate of 6.26 percent. These bonds were issued to facilitate the 10% rate reduction mandated by California's electric-restructuring law, which is described in Note 13. These bonds are being repaid over ten years by SDG&E's residential and small-commercial customers via a SEMPRA ENERGY 61.
specified charge on their electricity bills. These bonds are secured by the revenue streams collected from customers and are not secured by, or payable from, utility assets. The sizes of the rate-reduction bond issuances were set so as to make the investor owned utilities (IOUs) neutral as to the 10% 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 $388 million of surplus bond proceeds in accordance with a June 8, 2000 CPUC decision. The bonds and their repayment schedule are not affected by this refund. Equity Units In April and May of 2002, the company publicly offered and issued $600 million of Equity Units. Each unit consists of $25 principal amount of the company's 5.60% senior notes due May 17, 2007 and a contract to purchase for $25 on May 17, 2005, between .8190 and .9992 of a share of the company's common stock (to be determined by the then-prevailing market prices). The company used the net proceeds of the offering to repay a portion of its short-term debt, including debt used to finance the capital expenditure program for Global. Unsecured Long-term Debt In February 2001, SDG&E remarketed $25 million of variable-rate unsecured bonds as 6.75 percent fixed-rate debt for a three-year term. At SDG&E's option, the bonds may be remarketed at a fixed or floating rate at February 29, 2004, the expiration of the fixed term. Various long-term obligations totaling $355 million are unsecured at December 31, 2002. In October 2001, SoCalGas repaid $120 million of 6.38 percent medium-term notes upon maturity. In June 2001, the company issued $500 million of three-year notes due July 1, 2004 at an interest rate of 6.8 percent. Sempra Energy has a fixed-to-floating rate swap on these notes. (See discussion under "Interest-Rate Swaps" below.) In February 2000, the company issued $500 million of long-term 7.95% notes due in 2010 to partially finance the self-tender offer described in Note 12. In December 2000, the company issued an additional $300 million in long-term notes due in 2005 in order to reduce short-term debt. The notes bear interest at 6.95 percent. In July 2000, SoCalGas repaid $30 million of 8.75% medium-term notes upon maturity. In October 2002 SER borrowed $100 million on its $400 million line of credit. This loan is due August 2004 and bears a variable interest rate (3.073 percent at December 31, 2002). On January 15, 2003, $70 million of SoCalGas' 5.67% $75 million medium term notes were put back to the company. The remaining $5 million matures on January 18, 2028. In January 2003, the company issued $400 million of long-term 6% notes due February 2013. The bonds are not subject to a sinking fund and are not redeemable prior to maturity except through a make-whole mechanism. Proceeds were used to pay down commercial paper. These bonds were assigned ratings of A- by the S&P rating agency, Baa1 by Moody's and A by Fitch, Inc. Debt of Employee Stock Ownership Plan (ESOP) and Trust (Trust) The Trust has covered substantially all of SoCalGas' employees and, effective January 1, 2000, employees of Sempra Energy and some of its unregulated affiliates. The Trust is used to fund part of the retirement savings plan. The 15-year notes are repriced weekly and subject to repurchase by the SEMPRA ENERGY 62.
company at the holder's option, depending on market demand. In June 2001, utilizing the term option provisions of the notes, $82 million of the notes were remarketed at a fixed rate of 7.375 percent for three years. The variable interest rate and weekly repricing resume in May 2004. In September 2001 and 2002, ESOP debt was reduced by $2.5 million and $0.9 million, respectively, when 40,000 shares and 17,000 shares, respectively, of company common stock were released from the Trust in order to fund the employer contribution to the company savings plan. Additional information on the company savings plan is included in Note 8. Interest on ESOP debt amounted to $7 million in 2002, $6 million in 2001 and $9 million in 2000. Dividends used for debt service amounted to $3 million each in 2002, 2001 and 2000. Interest-Rate Swaps The company periodically enters into interest-rate swap agreements to moderate its exposure to interest-rate changes and to lower its overall cost of borrowing. At December 31, 2002, Sempra Energy has a fixed-to-floating-rate swap agreement on $500 million of underlying debt which matures in 2004 and effectively causes the interest rate on the debt to vary at a rate of LIBOR plus 1.329%. On December 11, 2001, SoCalGas executed a cancelable-call interest-rate swap, exchanging its fixed-rate obligation of 6.875% on its $175 million first-mortgage bonds for a floating rate of LIBOR plus 4 basis points. On September 30, 2002, SoCalGas terminated the swap, receiving cash proceeds of $10 million, comprised of $4 million in accrued interest and a $6 million amortizable gain. The company believes the remaining swap is fully effective in its purpose of converting the underlying debt's fixed rate to a floating rate and meets the criteria for accounting under the short-cut method defined in SFAS 133 for fair value hedges of debt instruments. Accordingly, market value adjustments to long-term debt of $20 million and $22 million were recorded at December 31, 2002 and 2001, respectively, to reflect, without affecting net income or other comprehensive income, the favorable/unfavorable economic consequences (as measured at December 31, 2002 and 2001) of having entered into the swap transactions. During 2002 and 2001, SDG&E had an interest-rate swap agreement that matured in 2002 that effectively fixed the interest rate on $45 million of variable-rate underlying debt at 5.4 percent. This floating-to-fixed-rate swap did not qualify for hedge accounting and, therefore, the gains and losses associated with the change in fair value are recorded in the Statements of Consolidated Income. The effect on income was a $1 million gain in 2002 and a $1 million loss in 2001. See additional discussion of interest-rate swaps in Note 10. Foreign-Currency Hedges The company's primary objective with respect to currency risk is to reduce net income volatility that would otherwise occur due to exchange-rate fluctuations. Sempra Energy's net investment in its Latin American operating companies and the resulting cash flows are partially protected against normal exchange-rate fluctuations by rate-setting mechanisms which are intended to compensate for local inflation and currency exchange-rate fluctuations. In addition to establishing such tariff-based protections, the company hedges material cross-currency transactions and net income exposure through various means, including financial instruments and short-term investments. Because the company does not hedge its net investment in foreign countries, it is susceptible to volatility in other comprehensive income, as occurred in the years ended December 31, 2002 and 2001 as a result of Argentina's decoupling its peso from the U.S. dollar as discussed in Note 3. See additional discussion in Note 10. SEMPRA ENERGY 63.
Loans Due to Affiliates In March 2001, SEI refinanced $160 million of long-term notes through its unconsolidated affiliate Chilquinta Energia Finance, LLC. At both December 31, 2002 and 2001, long-term notes payable to affiliates include $60 million at 6.47 percent due April 1, 2008 and $100 million at 6.62% due April 1, 2011. The loans are secured by SEI's investments in Energia and Luz. Financial Covenants The California Utilities' first-mortgage bond indentures require the satisfaction of certain bond interest coverage ratios and the availability of sufficient mortgaged property to issue additional first-mortgage bonds, but do not restrict other indebtedness. Note 4 discusses the financial covenants applicable to short-term debt. NOTE 6. FACILITIES UNDER JOINT OWNERSHIP SONGS and the Southwest Powerlink transmission line are owned jointly with other utilities. The company's interests at December 31, 2002, are as follows: Southwest Project (Dollars in millions) SONGS Powerlink --------------------------------------------------------- Percentage ownership 20% 88% Utility plant in service $76 $222 Accumulated depreciation and amortization $53 $134 Construction work in progress $ 5 $ 12 --------------------------------------------------------- The company and the other owners each hold its interest as an undivided interest as tenants in common. Each owner is responsible for financing its share of each project and participates in decisions concerning operations and capital expenditures. The company's share of operating expenses is included in the Statements of Consolidated Income. Participants in each project must provide their own financing. The amounts specified above for SONGS include nuclear production, transmission and other facilities. Certain substation equipment at SONGS is wholly owned by the company. SONGS Decommissioning Objectives, work scope and procedures for the future dismantling and decontamination of the SONGS units must meet the requirements of the Nuclear Regulatory Commission, the Environmental Protection Agency, the CPUC and other regulatory bodies. The company's share of decommissioning costs for the SONGS units is estimated to be $309 million in 2002 dollars, based on a 2001 cost study completed and filed with the CPUC in 2002. At this time, the cost study and resulting contributions are expected to be finalized and approved or disapproved by the CPUC in April of 2003. Cost studies are updated every three years and approved by the CPUC. The next such update is expected to occur in 2005. Rate recovery of decommissioning costs is allowed until the time that the costs are fully recovered, and is subject to adjustment every three years based on costs allowed by regulators. The amount accrued each year is currently being collected in rates. Currently, collections are authorized to continue until 2013, but may be extended upon request to the CPUC until 2022. The requested amount is considered sufficient to cover the company's share of future decommissioning costs. Payments to the nuclear decommissioning trusts (described below under "Nuclear Decommissioning Trusts") are expected to continue until sufficient funds have been collected to fully decommission SONGS, which is not expected to begin before 2022. SEMPRA ENERGY 64.
Unit 1 was permanently shut down in 1992, and physical decommissioning began in January 2000. Several structures, foundations and large components have been dismantled and removed. Preparations have been made for the remaining major work to be performed in 2003 and beyond. That work will include dismantling, removal and disposal of all remaining Unit 1 equipment and facilities (both nuclear and non-nuclear components), decontamination of the site and completion of an on-site storage facility for Unit 1 spent fuel. These activities are expected to be completed by 2008. The amounts collected in rates are invested in externally managed trust funds (described below under "Nuclear Decommissioning Trusts"). The securities held by the trust are considered available for sale and the trust is shown on the Consolidated Balance Sheets at market value. These values reflect unrealized gains of $95 million and $122 million at December 31, 2002, and 2001, respectively, with the offsetting credit recorded to accumulated depreciation and amortization on the Consolidated Balance Sheets. See discussion regarding the impact of SFAS 143 in Note 1. Nuclear Decommissioning Trusts SDG&E has a Nonqualified Nuclear Decommissioning Trust and a Qualified Nuclear Decommissioning Trust. CPUC guidelines prohibit investments in derivatives and securities of Sempra Energy or related companies. They also establish maximum amounts for investments in equity securities (50 percent of the qualified trust and 60 percent of the nonqualified trust), international equity securities (20 percent) and securities of electric utilities having ownership interests in nuclear power plants (10 percent). Not less than 50 percent of the equity portion of the Trusts shall be invested passively. At December 31, 2002 and 2001, trust assets were allocated as follows (dollars in millions): Nonqualified Qualified Trust Trust ----------------------------------------------- 2002 2001 2002 2001 ----------------------------------------------- Domestic equity $143 $144 $36 $48 Foreign equity 69 76 -- -- ---------------------------- Total equity 212 220 36 48 Total fixed income 220 225 26 33 ---------------------------- Total $432 $445 $62 $81 ----------------------------------------------- Decommissioning cost studies are conducted every three years to determine the appropriate level of contributions to be collected in utility-customer rates to ensure adequate funding at the decommissioning date. Customer contribution amounts are determined by estimates of after-tax investment returns, decommissioning costs and decommissioning cost escalation rates. Lower actual investment returns or higher actual decommissioning costs would result in an increase in customer contributions. Additional information regarding SONGS is included in Notes 13 and 15. SEMPRA ENERGY 65.
NOTE 7. INCOME TAXES The reconciliation of the statutory federal income tax rate to the effective income tax rate is as follows: For the years ended December 31 2002 2001 2000 --------------------------------------------------------- Statutory federal income tax rate 35.0% 35.0% 35.0% Depreciation 5.2 5.9 6.7 State income taxes -- net of federal income tax benefit 7.0 6.4 6.6 Tax credits (18.5) (13.7) (13.0) Income from unconsolidated foreign subsidiaries (2.0) (3.0) (1.8) Settlement of Internal Revenue Service audit (3.6) -- -- Other -- net (2.9) (1.5) 5.1 -------------------- Effective income tax rate 20.2% 29.1% 38.6% --------------------------------------------------------- The components of income tax expense are as follows: (Dollars in millions) 2002 2001 2000 ------------------------------------------------------- Current: Federal $ 195 $ 36 $ (8) State 30 60 (5) Foreign 13 11 25 ------------------ Total 238 107 12 ------------------ Deferred: Federal (113) 104 207 State 31 1 57 Foreign (5) 7 (1) ------------------ Total (87) 112 263 ------------------ Deferred investment tax credits (5) (6) (5) ------------------ Total income tax expense $ 146 $213 $270 ------------------------------------------------------- SEMPRA ENERGY 66.
Accumulated deferred income taxes at December 31 consist of the following: (Dollars in millions) 2002 2001 ------------------------------------------------------------------------- Deferred tax liabilities: Differences in financial and tax bases of utility plant $ 883 $ 672 Balancing accounts and other regulatory assets 305 489 Partnership income 45 37 Other 312 279 ------------- Total deferred tax liabilities 1,545 1,477 ------------- Deferred tax assets: Investment tax credits 62 65 General business tax credit carryforward 148 24 Net operating losses of foreign entities 89 46 Postretirement benefits 32 36 Other deferred liabilities 157 174 Restructuring costs 40 40 Other 247 187 ------------- Total deferred tax assets 775 572 ------------- Net deferred income tax liability 770 905 ------------- Valuation allowance 10 12 ------------- Net deferred income tax liability $ 780 $ 917 ------------------------------------------------------------------------- The net deferred income tax liability is recorded on the Consolidated Balance Sheets at December 31 as follows: (Dollars in millions) 2002 2001 ---------------------------------------- Current (asset) liability $ (20) $ 70 Noncurrent liability 800 847 -------------- Total $ 780 $ 917 ---------------------------------------- In connection with its affordable-housing investments, the company has $148 million of unused general business tax credits dating back to 1999. The cumulative credit carryforwards will expire between the years 2019 and 2022. The company fully expects to utilize the credits in future years. In addition, the company has $19 million of alternative minimum tax credits with no expiration date. All of these credits have been included in the company's calculation of income tax expense. Foreign subsidiaries have $275 million in unused net operating losses available to reduce future income taxes, primarily in Mexico, Canada and the United Kingdom. Utilization of these losses began to expire in 2002. Financial statement benefits have been recorded on all but $32 million of these losses, primarily by offsetting them against deferred tax liabilities with the same expiration pattern and country of jurisdiction. The company has not provided for U.S. income taxes on foreign subsidiaries' undistributed earnings ($304 million at December 31, 2002), which are expected to be reinvested indefinitely outside the U.S. It is not possible to predict the amount of U.S. income taxes that might be payable if these earnings were eventually repatriated. SEMPRA ENERGY 67.
NOTE 8. EMPLOYEE BENEFIT PLANS The information presented below covers the plans of the company and its principal subsidiaries. Pension and Other Postretirement Benefits The company sponsors several qualified and nonqualified pension plans and other postretirement benefit plans for its employees. During 2002, the company had amendments reflecting retiree cost of living adjustments which resulted in an increase in the pension plan benefit obligation of $51 million. Amendments to other postretirement benefit plans related to the transfer of employees to SDG&E and changes to their specific benefits which resulted in a decrease in the benefits obligation of $7 million. The amortization of these changes will affect pension expense in future years. During 2001, SDG&E participated in a voluntary separation program. As a result, the company recorded a $13 million special termination benefit, a $1 million curtailment cost and a $19 million settlement gain. During 2000, Sempra Energy and most of its subsidiaries participated in another voluntary separation program. As a result, the company recorded a $56 million special termination benefit, a $2 million curtailment credit and a $26 million settlement gain. SEMPRA ENERGY 68.
The following tables provide a reconciliation of the changes in the plans' projected benefit obligations and the fair value of assets over the two years, and a statement of the funded status as of each year end: Other Postretirement Pension Benefits Benefits (Dollars in millions) 2002 2001 2002 2001 - ----------------------------------------------------------------------------------------- WEIGHTED-AVERAGE ASSUMPTIONS AS OF DECEMBER 31: Discount rate 6.50% 7.25% 6.50% 7.25% Expected return on plan assets 8.00% 8.00% 7.80% 7.85% Rate of compensation increase 4.50% 5.00% 4.50% 5.00% Cost trend of covered health-care charges -- -- 7.00%(1) 7.25%(1) CHANGE IN PROJECTED BENEFIT OBLIGATION: Net obligation at January 1 $2,010 $2,027 $ 590 $ 551 Service cost 57 49 13 11 Interest cost 149 141 42 41 Plan amendments 51 -- (7) -- Actuarial (gain) loss 197 (27) 191 13 Curtailments -- (7) -- -- Settlements -- 1 -- -- Special termination benefits -- 13 -- -- Other 13 -- -- -- Benefits paid (187) (187) (32) (26) ------------------------------------ Net obligation at December 31 2,290 2,010 797 590 ------------------------------------ CHANGE IN PLAN ASSETS: Fair value of plan assets at January 1 2,449 2,910 469 515 Actual return on plan assets (281) (277) (50) (37) Employer contributions 3 3 22 17 Benefits paid (187) (187) (32) (26) ------------------------------------ Fair value of plan assets at December 31 1,984 2,449 409 469 ------------------------------------ Plan assets net of benefit obligation at December 31 (306) 439 (388) (121) Unrecognized net actuarial (gain) loss 283 (426) 266 (14) Unrecognized prior service cost 93 49 (14) (10) Unrecognized net transition obligation 1 2 -- -- ------------------------------------ Net recorded asset (liability) at December 31 $ 71 $ 64 $(136) $(145) - ----------------------------------------------------------------------------------------- (1) Decreasing to ultimate trend of 6.50% in 2004. SEMPRA ENERGY 69.
The following table provides the amounts recognized on the Consolidated Balance Sheets (under noncurrent sundry assets, deferred credits and other liabilities and postretirement benefits other than pensions) at December 31: Other Postretirement Pension Benefits Benefits (Dollars in millions) 2002 2001 2002 2001 ------------------------------------------------------------------------------ Prepaid benefit cost $ 203 $146 $ -- -- Accrued benefit cost (132) (82) (136) $(145) Additional minimum liability (93) (18) -- -- Intangible asset 12 3 -- -- Accumulated other comprehensive income, pretax 81 15 -- -- ------------------------------- Net recorded asset (liability) $ 71 $ 64 $(136) $(145) ------------------------------------------------------------------------------ The following table provides the components of net periodic benefit cost (income) for the plans: Other (Dollars in millions) Pension Benefits Postretirement Benefits Years ended December 31 2002 2001 2000 2002 2001 2000 - ------------------------------------------------------------------------------------- Service cost $ 57 $ 49 $ 41 $ 13 $ 11 $ 11 Interest cost 149 141 153 42 41 37 Expected return on assets (204) (219) (239) (39) (39) (37) Amortization of: Transition obligation 1 1 1 9 10 11 Prior service cost 7 6 6 (1) (1) (2) Actuarial gain (18) (39) (55) -- (3) (8) Special termination benefit -- 13 54 -- -- 2 Curtailment cost (credit) -- 1 (2) -- -- -- Settlement credit -- (19) (26) -- -- -- Regulatory adjustment 32 51 18 25 30 26 -------------------------------------------- Total net periodic benefit cost (income) $ 24 $ (15) $ (49) $ 49 $ 49 $ 40 - ------------------------------------------------------------------------------------- Assumed health-care cost trend rates have a significant effect on the amounts reported for the health-care plans. A one-percent change in assumed health-care cost trend rates would have the following effects: 1% 1% (Dollars in millions) Increase Decrease - --------------------------------------------------------------------------------------------- Effect on total of service and interest cost components of net periodic postretirement health-care benefit cost $ 9 $ (7) Effect on the health-care component of the accumulated other postretirement benefit obligation $119 $(96) - --------------------------------------------------------------------------------------------- Except for one plan, all funded pension plans had plan assets in excess of accumulated benefit obligations. For that one plan, the projected benefit obligation and accumulated benefit obligation were $613 million and $575 million, respectively, as of December 31, 2002, and $448 million and $442 million, respectively, as of December 31, 2001. The company maintains dedicated assets in support of its Supplemental Executive Retirement Plan. Other postretirement benefits include retiree life insurance, medical benefits for retirees and their spouses, and Medicare Part B reimbursement for certain retirees. SEMPRA ENERGY 70.
Savings Plans The company offers savings plans, administered by plan trustees, to all eligible employees. Eligibility to participate in the plans is immediate for salary deferrals. Employees may contribute, subject to plan provisions, from one percent to 25 percent of their regular earnings. After one year of completed service, the company begins to make matching contributions. Employer contribution amounts and methodology vary by plan, but generally the contributions are equal to 50 percent of the first 6 percent of eligible base salary contributed by employees and, if certain company goals are met, an additional amount related to incentive compensation payments. Employer contributions are invested in company stock and must remain so invested until termination of employment. At the direction of the employees, the employees' contributions are invested in company stock, mutual funds, institutional trusts or guaranteed investment contracts. The plans of certain non-wholly owned subsidiaries may not contain Sempra Energy stock. In this case, the employer matching contributions are invested to mirror the employee-directed contributions. Employer contributions for the Sempra Energy and SoCalGas plans are partially funded by the employee stock ownership plan referred to below. Company contributions to the savings plans were $20 million in 2002, $17 million in 2001 and $15 million in 2000. The market value of company stock held by the savings plan was $533 million and $530 million at December 31, 2002 and 2001, respectively. Employee Stock Ownership Plan All contributions to the Trust are made by the company; there are no contributions made by the participants. As the company makes contributions to the ESOP, the ESOP debt service is paid and shares are released in proportion to the total expected debt service. Compensation expense is charged and equity is credited for the market value of the shares released. Income tax deductions are based on the cost of the shares. Dividends on unallocated shares are used to pay debt service and are applied against the liability. The Trust held 2.6 million shares and 2.7 million shares of Sempra Energy common stock, with fair values of $61.0 million and $65.9 million, at December 31, 2002 and 2001, respectively. NOTE 9. STOCK-BASED COMPENSATION Sempra Energy has stock-based compensation plans intended to align employee and shareholder objectives related to the long-term growth of the company. The plans permit a wide variety of stock-based awards, including nonqualified stock options, incentive stock options, restricted stock, stock appreciation rights, performance awards, stock payments and dividend equivalents. In 2002 and 2001, 544,100 shares and 777,500 shares of restricted company stock, respectively, were awarded to key employees. The corresponding weighted average fair values of the shares granted were $24.77 and $23.37, respectively. There was no restricted company stock awarded in 2000. Subject to earlier forfeitures upon termination of employment, each award is scheduled to vest at the end of seven years, but is also subject to earlier vesting over a four-year period upon satisfaction of objective performance-based goals. Holders of restricted stock have full voting and dividend rights. Compensation expense for the issuance of restricted stock was approximately $7 million in 2002, $5 million in 2001 and $1 million in 2000. In 2002, 2001 and 2000, Sempra Energy granted to officers and key employees 3,444,300, 2,934,800 and 4,339,000 stock options, respectively. The option price is equal to the market price of common stock at the date of grant. The options vest over a four-year period and do not include dividend equivalents. The stock options expire 10 years from the date of grant, subject to earlier expiration upon termination of employment. Compensation expense (or reduction thereof) for stock option grants (all SEMPRA ENERGY 71.
associated with outstanding options with dividend equivalents, all of which were issued before 2000) and similar awards was ($2 million), $7 million and $14 million in 2002, 2001 and 2000, respectively. As of December 31, 2002, 12,250,231 shares were authorized and available for future grants of restricted stock and/or stock options. In addition, on January 1 of each year, additional shares amounting to 1.5 percent of the outstanding shares of Sempra Energy common stock become available for grant. The plans permit the granting of dividend equivalents, which provide grantees the opportunity to receive some or all of the cash dividends that would have been paid on the shares since the grant date. All grants that have included dividend equivalents have made the dividend equivalents dependent on the attainment of certain performance goals. For grants prior to July 1, 1998, payment of the dividend equivalents is also contingent upon an in-the-money exercise of the related options. In 1995, SFAS 123, "Accounting for Stock-Based Compensation," was issued. It encourages a fair-value-based method of accounting for stock-based compensation. As permitted by SFAS 123, the company adopted only its disclosure requirements and continues to account for stock-based compensation in accordance with the provisions of Accounting Principles Board Opinion 25, "Accounting for Stock Issued to Employees." See additional discussion of SFAS 148, the amendment to SFAS 123, in Note 1. STOCK OPTION ACTIVITY Weighted Shares Average Options Under Exercise Exercisable Option Price at December 31 -------------------------------------------------------------------- OPTIONS WITH DIVIDEND EQUIVALENTS December 31, 1999 4,693,197 $21.96 1,844,079 Exercised (399,875) 18.91 Cancelled (264,749) 23.39 ----------- December 31, 2000 4,028,573 22.17 2,462,574 Exercised (588,315) 20.92 Cancelled (119,911) 22.46 ----------- December 31, 2001 3,320,347 22.38 2,508,328 Exercised (172,358) 19.87 Cancelled (68,124) 24.03 ----------- December 31, 2002 3,079,865 $22.48 2,777,590 -------------------------------------------------------------------- SEMPRA ENERGY 72.
On January 1, 2003, approximately two-thirds of the shares under options and the options exercisable ceased to have dividend equivalents, due to expiration or payment of the dividend equivalents. Weighted Shares Average Options Under Exercise Exercisable Option Price at December 31 ------------------------------------------------------------------------ OPTIONS WITHOUT DIVIDEND EQUIVALENTS December 31, 1999 3,953,005 $22.67 1,019,056 Granted 4,339,000 19.03 Exercised (329,313) 19.10 Cancelled (397,271) 25.07 ------------ December 31, 2000 7,565,421 20.61 1,659,244 Granted 2,934,800 22.50 Exercised (421,633) 18.79 Cancelled (204,134) 23.59 ------------ December 31, 2001 9,874,454 21.19 3,143,319 Granted 3,444,300 24.71 Exercised (223,430) 17.70 Cancelled (84,137) 21.70 ------------ December 31, 2002 13,011,187 $22.18 5,287,437 ------------------------------------------------------------------------ Additional information on options outstanding at December 31, 2002, is as follows: Weighted Weighted Average Average Range of Number of Remaining Exercise Exercise Prices Shares Life Price ------------------------------------------------- Outstanding Options $14.29-$16.12 149,576 2.10 $15.99 $16.87-$22.65 9,930,929 6.98 $20.48 $23.45-$27.64 6,010,547 7.58 $25.26 ----------- 16,091,052 7.16 $22.22 ------------------------------------------------- Exercisable Options $14.29-$16.12 149,576 $15.99 $16.87-$22.65 5,287,704 $20.20 $23.45-$27.64 2,627,747 $25.93 ----------- 8,065,027 $21.99 ------------------------------------------------- The grant-date market value of each option grant (including dividend equivalents where applicable) was estimated using the modified Black-Scholes option-pricing model. Weighted average grant-date market values for options granted in 2002, 2001 and 2000 were $4.45, $4.29 and $3.07, respectively. The assumptions that were used to determine these grant-date market values are as follows: 2002 2001 2000 ------------------------------------------------ Stock price volatility 22% 24% 20% Risk-free rate of return 4.8% 4.6% 6.8% Annual dividend yield 4.1% 4.3% 5.4% Expected life 6 Years 6 Years 6 Years ------------------------------------------------ SEMPRA ENERGY 73.
NOTE 10. FINANCIAL INSTRUMENTS Fair Value The fair values of certain of the company's financial instruments (cash, temporary investments, funds held in trust, notes receivable, dividends payable, short-term debt and customer deposits) approximate the carrying amounts. The following table provides the carrying amounts and fair values of the remaining financial instruments at December 31: 2002 2001 Carrying Fair Carrying Fair (Dollars in millions) Amount Value Amount Value - --------------------------------------------------------------------------------- Investments in limited partnerships $ 271 $ 346 $ 317 $ 390 ------------------------------- U.S. Treasury obligations $ 228 $ 228 $ -- $ -- ------------------------------- First-mortgage bonds $1,386 $1,452 $1,274 $1,297 Notes payable 1,300 1,424 1,300 1,327 Equity units 600 577 -- -- SDG&E rate-reduction bonds 329 357 395 411 Debt incurred to acquire limited partnerships 145 169 187 206 Other long-term debt 608 623 528 545 ------------------------------- Total long-term debt $4,368 $4,602 $3,684 $3,786 ------------------------------- Preferred stock of subsidiaries $ 204 $ 168 $ 204 $ 162 ------------------------------- Mandatorily redeemable trust preferred securities $ 200 $ 205 $ 200 $ 214 ---------------- - ------------------------------------------------- ------------------------------- The fair values of investments in limited partnerships accounted for under the equity and cost methods were estimated based on the present value of remaining cash flows, discounted at rates available for similar investments. The fair values of debt incurred to acquire limited partnerships, which do not have readily determinable quoted market prices, were estimated based on the present value of the future cash flows, discounted at rates available for similar notes with comparable maturities. The fair values of the other long-term debt, preferred stock, mandatorily redeemable trust preferred securities and U.S. Treasury obligations were estimated based on quoted market prices for them or for similar issues. Accounting for Derivative Instruments and Hedging Activities SFAS 133 "Accounting for Derivative Instruments and Hedging Activities," as amended by SFAS 138, "Accounting for Certain Derivative Instruments and Certain Hedging Activities" recognizes all derivatives as either assets or liabilities in the statement of financial position, measures those instruments at fair value and recognizes 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 exposure. For related matters see discussion of EITF Issue 02-3 "Issues Involved in Accounting for Derivative Contracts Held for Trading Purposes and Contracts Involved in Energy Trading and Risk Management Activities" and the rescission of EITF Issue 98-10 in Note 1. The company utilizes derivative financial instruments to reduce its exposure to unfavorable changes in commodity prices, which are subject to significant and often volatile fluctuation. Derivative financial instruments include futures, forwards, swaps, options and long-term delivery contracts. These contracts allow the company to predict with greater certainty the effective prices to be received by the company and, in the case of the California Utilities, their customers. Since adoption of SFAS 133 on January 1, 2001, the company classifies its forward contracts as follows: Normal Purchase and Sales: These contracts generally are long-term contracts that are settled by physical delivery and, therefore, are eligible for the normal purchases and sales exception of SEMPRA ENERGY 74.
SFAS 133. The contracts are accounted for at historical cost with gains and losses reflected in the Statements of Consolidated Income at the contract settlement date. Electric and Natural Gas Purchases and Sales: The unrealized gains and losses related to these forward contracts, as they relate to the California Utilities, are reflected on the Consolidated Balance Sheets as regulatory assets and liabilities to the extent derivative gains and losses will be recoverable or payable in future rates. If gains and losses at the California Utilities are not recoverable or payable through future rates, the California Utilities apply hedge accounting if certain criteria are met. When a contract no longer meets the requirements of SFAS 133, the unrealized gains and losses will be amortized over the remaining contract life. In instances where hedge accounting is applied to derivatives, cash flow hedge accounting is elected and, accordingly, changes in fair values of the derivatives are included in other comprehensive income, but not reflected in the Statements of Consolidated Income until the corresponding hedged transaction is settled. The effect on other comprehensive income for the years ended December 31, 2002 and 2001 was not material. In instances where derivatives do not qualify for hedge accounting, gains and losses are recorded in the Statements of Consolidated Income. The following were recorded in the Consolidated Balance Sheets at December 31: (Dollars in millions) 2002 2001 ------------------------------------------------------- Fixed-priced contracts and other derivatives: Current assets $ 3 $ 57 Noncurrent assets 42 27 --------- Total 45 84 --------- Current liabilities 153 171 Noncurrent liabilities 813 788 --------- Total 966 959 --------- Net liabilities $921 $875 --------- Regulatory assets and liabilities: Current regulatory assets 151 168 Noncurrent regulatory assets 812 784 --------- Total 963 952 --------- Regulatory balancing account liabilities -- 50 Current regulatory liabilities 2 4 Noncurrent regulatory liabilities -- 1 --------- Total 2 55 --------- Net regulatory assets $961 $897 ------------------------------------------------------- The remaining differences between net liabilities and regulatory assets were primarily due to market value adjustments of $42 million and $22 million at December 31, 2002 and 2001, respectively, to long-term debt related to two fixed-to-floating interest rate swaps. The market value adjustment in 2002 included a reversing effect for the cancellation of one of the swap agreements on September 30, 2002. SEMPRA ENERGY 75.
$4 million of income in 2002 and $5 million of losses in 2001 were recorded in operating revenues and $1 million of income in 2002 and $1 million of losses in 2001 were recorded in "other income -- net" in the Statements of Consolidated Income. Market Risk The company's policy is to use derivative instruments to manage exposure to fluctuations in interest rates, foreign-currency exchange rates and prices. The company also uses and trades derivative instruments in its trading and marketing of energy and other commodities. Transactions involving these instruments are with major exchanges and other firms believed to be credit-worthy. The use of these instruments exposes the company to market and credit risk which may at times be concentrated with certain counterparties, although counterparty nonperformance is not anticipated. Interest-Rate Risk Management The company periodically enters into interest-rate swap agreements to moderate exposure to interest-rate changes and to lower the overall cost of borrowing. SDG&E had an interest-rate swap agreement that matured in December 2002 and effectively fixed the interest rate on $45 million of variable-rate underlying debt at 5.42 percent. This floating-to-fixed-rate swap did not qualify for hedge accounting and, therefore, the gains and losses associated with the change in fair value were recorded in the Statements of Consolidated Income. The effect on income was a $1 million gain and a $1 million loss for the years ended December 31, 2002 and 2001, respectively. Although this financial instrument did not meet the hedge accounting criteria of SFAS 133, it was effective in achieving the risk management objectives for which it was intended. During 2002 the company also had two fixed-to-floating rate swaps. At December 31, 2002, it had a fixed-to-floating-rate swap agreement on $500 million of underlying debt which matures in 2004 and effectively causes the interest rate on the debt to vary at a rate of LIBOR plus 1.329%. SoCalGas had the other agreement, which was a cancelable-call interest-rate swap, exchanging its fixed-rate obligation of 6.875% on its $175 million first-mortgage bonds for a floating rate of LIBOR plus four basis points. On September 30, 2002, SoCalGas terminated the swap, receiving cash proceeds of $10 million, comprised of $4 million in accrued interest and a $6 million amortizable gain. The company believes both swaps have been fully effective in their purpose of converting the fixed rate stated in the debt to a floating rate and the swaps meet the criteria for accounting under the short-cut method defined in SFAS 133 for fair value hedges of debt instruments. Accordingly, market value adjustments of $20 million and $22 million (as discussed above) were added to long-term debt during the years ended December 31, 2002 and 2001, respectively, and no net gains or losses were recorded in income in respect to these swaps. Energy Derivatives The company utilizes derivative instruments to reduce its exposure to unfavorable changes in energy prices, which are subject to significant and often volatile fluctuation. Derivative instruments are comprised of futures, forwards, swaps, options and long-term delivery contracts. These contracts allow the company to predict with greater certainty the effective prices to be received and, in the case of the California Utilities, the prices to be charged to their customers. See Note 1 for discussion of how these derivatives are classified under SFAS 133. Energy Contracts The California Utilities record natural gas and electric energy contracts in "Cost of natural gas distributed" and "Electric fuel and net purchased power," respectively, in the Statements of SEMPRA ENERGY 76.
Consolidated Income. For open contracts not expected to result in physical delivery, changes in market value of the contracts are recorded in these accounts during the period the contracts are open, with an offsetting entry to a regulatory asset or liability. The company's trading operations include the net effects of its contracts in "other operating revenues." The majority of the California Utilities' contracts result in physical delivery, which is infrequent at the trading operations. Sempra Energy Trading and Sempra Energy Solutions SET derives a substantial portion of its revenue, as a principal, from market making and trading activities in natural gas, electricity, petroleum products, metals and other commodities, for which it quotes bid and asked prices to other market makers and end users. It also earns trading profits as a dealer by structuring and executing transactions that permit its counterparties to manage their risk profiles. In addition, it takes positions in markets based on the expectation of future market conditions. These positions include options, forwards, futures and swaps. These instruments represent contracts with counterparties under which payments are linked to or derived from energy market indices or on terms predetermined by the contract, which may or may not be financially settled by SET. All of SET's derivatives were held for trading and marketing purposes. Sempra Energy guarantees many of SET's transactions. SES derives a portion of its revenue from delivering electric and natural gas supplies to its commercial and industrial customers. Such contracts are hedged to preserve margin and carry minimal market risk. Exchange-traded and over-the-counter instruments are used to hedge contracts. The derivative instruments used to hedge the transactions include swaps, forwards, futures, options or combinations thereof. Both SET and SES mark to market these derivative instruments on a daily basis, with gains and losses recognized in earnings. These instruments are included in the Consolidated Balance Sheets as trading assets or liabilities. Certain swaps and certain other instruments are entered into and closed out within the same period. SET and SES record net gains and losses on these derivative transactions in "other operating revenues" in the Statements of Consolidated Income. The sections of Note 1 dealing with trading instruments, revenues and EITF Issue 02-3 provide information that pertains to this topic. At SET, market risk arises from the potential for changes in the value of physical and financial instruments resulting from fluctuations in prices and basis for natural gas, electricity, petroleum, petroleum products, metals and other commodities. Market risk is also affected by changes in volatility and liquidity in markets in which these instruments are traded. Market risk for SES from fluctuations in natural gas or electricity prices is reduced by SES' hedging strategy as described above. SET's credit risk from physical and financial instruments as of December 31, 2002 is represented by their positive fair value after consideration of collateral. Options written do not expose SET to credit risk. Exchange traded futures and options are not deemed to have significant credit exposure since the exchanges guarantee that every contract will be properly settled on a daily basis. For SES, credit risk is associated with its retail customers. SEMPRA ENERGY 77.
The following table summarizes the counterparty credit quality and exposure for SET and SES at December 31, 2002 and 2001, expressed in terms of net replacement value. These exposures are net of $240 million of collateral in the form of customer margin and/or letters of credit. (Dollars in millions) December 31, 2002 2001 ------------------------------------------------------ Counterparty credit quality* SET: Commodity Exchanges $ 49 $ 133 AAA 69 53 AA 194 105 A 316 577 BBB 559 476 Below investment grade 504 335 ------------- Total $1,691 $1,679 ------------- SES: AA $ 8 $ 4 A 11 18 BBB 24 7 Below investment grade and not rated 86 190 ------------- Total $ 129 $ 219 ------------------------------------------------------ * As determined by rating agencies or internal models intended to approximate rating-agency determinations. Trading assets and trading liabilities are primarily carried at fair value. Trading assets at December 31, 2002 include commodity inventory, which is carried at fair value for inventory purchased on or before October 25, 2002. The majority of inventory purchased after October 25, 2002 (base metals) is carried at fair value and the remainder of the inventory purchased after October 25, 2002 is carried at average cost. On a limited basis, average cost includes the use of fair value for the quantity on hand at October 24, 2002, since historical cost data is not available for that portion. Furthermore, on January 1, 2003, all commodity inventory will be at lower of cost or market. SES has determined that the carrying amounts of its retail energy and wholesale energy contracts and instruments approximate fair value. Trading assets and liabilities are recorded on a trade-date basis and adjusted daily to current value, and include amounts due from commodity clearing organizations, amounts due to/from trading counterparties, unrealized gains and losses from exchange-traded futures and and options, derivative OTC swaps, forwards and options. Unrealized gains and losses on OTC derivative transactions reflect amounts which would be received from or paid to a third party upon liquidation of these contracts under current market conditions. Unrealized gains and losses on OTC transactions are reported separately as assets and liabilities unless a legal right of setoff exists. Based on quarterly measurements, the average fair values during 2002 for trading assets and liabilities approximate $3.0 billion and $2.3 billion, respectively. For 2001, the amounts were $3.0 billion and $2.2 billion, respectively. SEMPRA ENERGY 78.
The carrying values of trading assets and trading liabilities approximate the following: December 31, (Dollars in millions) 2002 2001 - ---------------------------------------------------------------------------------- TRADING ASSETS SET: Unrealized gains on swaps and forwards $1,226 $1,635 OTC commodity options purchased 480 425 Due from trading counterparties 1,279 320 Due from commodity clearing organizations and clearing brokers 49 133 Commodities owned 1,968 165 --------------- Total 5,002 2,678 SES: Unrealized gains on swaps and forwards 96 149 --------------- Total 96 149 Less intercompany eliminations (34) (87) --------------- Total $5,064 $2,740 - ---------------------------------------------------------------------------------- TRADING LIABILITIES SET: Unrealized losses on swaps and forwards $ 816 $1,313 OTC commodity options written 569 290 Due to trading counterparties 1,196 162 Repurchase obligations 1,511 -- --------------- Total 4,092 1,765 SES: Unrealized losses on swaps and forwards 6 81 --------------- Total 6 81 Less intercompany eliminations (4) (53) --------------- Total $4,094 $1,793 - ---------------------------------------------------------------------------------- Futures and exchange-traded option transactions are recorded as contractual commitments on a trade-date basis and are carried at fair value based on closing exchange quotations. Commodity swaps and forward transactions are accounted for as contractual commitments on a trade-date basis and are carried at fair value derived from dealer quotations and underlying commodity exchange quotations. OTC options purchased and written are recorded on a trade-date basis. OTC options are carried at fair value based on the use of valuation models that utilize, among other things, current interest, commodity and volatility rates, as applicable. Notional amounts do not necessarily represent the amounts exchanged by parties to the physical and financial instruments and do not measure SET's or SES' exposure to credit or market risks. The notional or contractual amounts are used to summarize the volume of instruments, but do not reflect the extent to which positions may offset one another. Accordingly, both companies are exposed to much smaller amounts. SEMPRA ENERGY 79.
The notional amounts of SET's and SES' physical and financial instruments at December 31 were: (Dollars in millions) 2002 2001 ------------------------------------------------- SET: Forwards and commodity swaps $ 87,621 $34,567 Options purchased 33,893 21,552 Options written 32,163 18,265 Futures and exchange options 27,838 4,712 ------------------ Total 181,515 79,096 SES: Forwards and commodity swaps 1,742 10 Options purchased -- 3 Options written 1 3 Futures and exchange options 12 9 ------------------ Total 1,755 25 Less intercompany eliminations (1,380) (1,008) ------------------ Total $181,890 $78,113 ------------------------------------------------- SEMPRA ENERGY 80.
NOTE 11. PREFERRED STOCK OF SUBSIDIARIES December 31, (Dollars in millions, except call price) Call Price 2002 2001 - --------------------------------------------------------------------------------- Pacific Enterprises (not subject to mandatory redemption and without par value), authorized 15,000,000 shares: $4.75 Dividend, 200,000 shares outstanding $100.00 $ 20 $ 20 $4.50 Dividend, 300,000 shares outstanding $100.00 30 30 $4.40 Dividend, 100,000 shares outstanding $101.50 10 10 $4.36 Dividend, 200,000 shares outstanding $101.00 20 20 $4.75 Dividend, 253 shares outstanding $101.00 -- -- --------- Total 80 80 --------- SoCalGas (not subject to mandatory redemption): $25 par value, authorized 1,000,000 shares: 6% Series, 28,041 shares outstanding 1 1 6% Series A, 783,032 shares outstanding 19 19 Without par value, authorized 10,000,000 shares -- -- --------- Total 20 20 --------- SDG&E: Not subject to mandatory redemption: $20 par value, authorized 1,375,000 shares: 5% Series, 375,000 shares outstanding $ 24.00 8 8 4.5% Series, 300,000 shares outstanding $ 21.20 6 6 4.4% Series, 325,000 shares outstanding $ 21.00 7 7 4.6% Series, 373,770 shares outstanding $ 20.25 7 7 Without par value: $1.70 Series, 1,400,000 shares outstanding $ 25.85 35 35 $1.82 Series, 640,000 shares outstanding $ 26.00 16 16 --------- Total not subject to mandatory redemption 79 79 --------- Subject to mandatory redemption: Without par value: $1.7625 Series, 1,000,000 shares outstanding $ 25.00 25 25 --------- Total $204 $204 - --------------------------------------------------------------------------------- PE preferred stock is callable at the applicable redemption price for each series, plus any unpaid dividends. All series have one vote per share and cumulative preferences as to dividends, and have a liquidation value of $100 per share plus any unpaid dividends. None of SoCalGas' preferred stock is callable. All series have one vote per share and cumulative preferences as to dividends, and have a liquidation value of $25 per share, plus any unpaid dividends. In addition, the 6% Series preferred stock would also share pro rata with common stock in the remaining assets. All series of SDG&E's preferred stock have cumulative preferences as to dividends. The $20 par value preferred stock has two votes per share on matters being voted upon by shareholders of SDG&E and a liquidation value at par, whereas the no-par-value preferred stock is nonvoting and has a liquidation value of $25 per share, plus any unpaid dividends. SDG&E is authorized to issue 10,000,000 shares of no-par-value preferred stock (both subject to and not subject to mandatory redemption). All series are callable at December 31, 2002, except for the $1.7625 and $1.70 Series (callable in January and October 2003, respectively). The $1.7625 Series has a sinking fund requirement to redeem 50,000 shares per year from 2003 to 2007; the remaining 750,000 shares must be redeemed in 2008. SEMPRA ENERGY 81.
Mandatorily Redeemable Trust Preferred Securities On February 23, 2000, a wholly owned subsidiary trust of the company issued 8,000,000 shares of preferred stock in the form of 8.90-percent Cumulative Quarterly Income Preferred Securities, Series A (QUIPS). The QUIPS have cumulative preferences as to distributions, are nonvoting and have a par and liquidation value of $25 per share. Cash dividends are paid quarterly and the QUIPS mature on February 23, 2030, subject to extension to a date not later than February 23, 2049, and shortening to a date not earlier than February 23, 2015. The QUIPS are subject to mandatory redemption and the company has guaranteed payments to the extent that the trust does not have funds available to make distributions. The trust has no assets except its corresponding receivable from Sempra Energy. The QUIPS are callable on or after February 23, 2005 and there are no sinking fund provisions. The QUIPS are reflected as "Mandatorily redeemable trust preferred securities" on the company's Consolidated Balance Sheets and cash dividend payments are shown as "Trust preferred distributions by subsidiary" on the company's Statements of Consolidated Income. Proceeds of this issuance, together with $500 million of long-term 7.95 percent notes due 2010 (see Note 5), were used to finance substantially all of the tender offer referred to in Note 12. NOTE 12. SHAREHOLDERS' EQUITY AND EARNINGS PER SHARE The only difference between basic and diluted earnings per share is the effect of common stock options. For 2002, 2001 and 2000, the effect of dilutive options was equivalent to an additional 1,059,000, 1,745,000, and 190,000 shares, respectively. This is based on using the treasury stock method, whereby the proceeds from the exercise price are assumed to be used to repurchase shares on the open market at the average market price for the year. The calculation excludes options covering 6.0 million shares, 2.1 million shares and 6.6 million shares for 2002, 2001 and 2000, respectively, for which the exercise price was greater than the average market price for common stock during the respective year. The company is authorized to issue 750,000,000 shares of no-par-value common stock and 50,000,000 shares of preferred stock. Excluding shares held by the ESOP, common stock activity consisted of the following: 2002 2001 2000 ----------------------------------------------------------------------------- Common shares outstanding, January 1 204,475,362 201,927,524 237,408,051 Stock options exercised 395,788 1,009,948 729,188 Long-term incentive plan 544,100 777,500 -- Common stock investment plan* 212,411 761,154 -- Shares released from ESOP 130,486 134,645 125,848 Shares repurchased (674,400) (60,000) (36,304,740) Shares forfeited and other (172,175) (75,409) (30,823) -------------------------------------- Common shares outstanding, December 31 204,911,572 204,475,362 201,927,524 ----------------------------------------------------------------------------- * In 2002 and 2001 participants in the Direct Stock Purchase Plan reinvested dividends and purchased newly issued shares. In 2000 open-market shares were used. SEMPRA ENERGY 82.
The payment of future dividends and the amount thereof are within the discretion of the company's board of directors. The CPUC's regulation of the California Utilities' capital structure limits the amounts that are available for loans and dividends to the company from the California Utilities. At December 31, 2002, SDG&E and SoCalGas each could have provided $250 million to Sempra Energy (combined loans and dividends). At December 31, 2002, SDG&E and SoCalGas had loans to Sempra Energy of $250 million and $86 million, respectively. Tender Offer On February 25, 2000, the company completed a self-tender offer, purchasing 36.1 million shares of its outstanding common stock at $20 per share. In March 2000, the company's board of directors authorized the optional expenditure of up to $100 million to repurchase additional shares of common stock from time to time in the open market or in privately negotiated transactions. The company acquired 674,400 shares, 60,000 shares and 162,400 shares under this authorization in 2002, 2001 and 2000, respectively. Equity Units During the second quarter of 2002, the company issued $600 million of "Equity Units." Each unit consists of $25 principal amount of the company's 5.60% senior notes due May 17, 2007 and a contract to purchase for $25 on May 17, 2005, between .8190 and .9992 of a share of the company's common stock (with the precise number to be determined by the then-prevailing market prices). The number of shares would range from 20 million to 24 million. The net proceeds of the offering were used primarily to repay a portion of the company's short-term debt, including debt used to finance the capital expenditure program for Global. The Equity Units are recorded as long-term debt in the Consolidated Balance Sheets. $61 million was charged to the common stock account in connection with the transaction. NOTE 13. ELECTRIC INDUSTRY REGULATION Background Supply/demand imbalances and a number of other factors resulted in abnormally high electric-commodity prices beginning in mid-2000 and continuing into 2001. This caused SDG&E's customer bills to be substantially higher than normal. These higher prices were initially passed through to customers and resulted in bills that in most cases were double or triple those from 1999 and early 2000. This resulted in several legislative and regulatory responses, including AB 265, enacted in September 2000 and in effect through December 31, 2002. AB 265 imposed a ceiling of 6.5 cents/kWh on the cost of the electric commodity that SDG&E could pass on to its small-usage customers on a current basis, effective retroactive to June 1, 2000. SDG&E accumulated the amount that it paid for electricity in excess of the ceiling rate in an interest-bearing balancing account (the AB 265 undercollection). It increased to approximately $750 million in the first quarter of 2001 and decreased to $392 million at December 31, 2001 and $215 million at December 31, 2002 (included in current "regulatory balancing accounts--net"). In June 2001, representatives of California Governor Davis, the DWR, Sempra Energy and SDG&E entered into a Memorandum of Understanding (MOU) contemplating the implementation of a series of transactions and regulatory settlements and actions to resolve many of the issues affecting SDG&E and its customers arising out of the California energy crisis. During 2001, implementation of some of the MOU's provisions (with the rest no longer likely to be implemented) resulted in a partial reduction of the AB 265 undercollection (see above). In addition, the DWR's procurement of SDG&E's full net short position during 2001 and 2002 (see below) resulted in the cessation of growth in the AB 265 undercollection. SEMPRA ENERGY 83.
The Department of Water Resources and Power Procurement In February 2001, through the passage of Assembly Bill 1, Chapter 4, Statutes of the 2001 First Extraordinary Session (AB X1), the DWR began to purchase power from generators and marketers and entered into long-term contracts for the purchase of a portion of the state's power requirements that is served by the IOUs. SDG&E and the DWR had an agreement under which the DWR purchased the net short supply for bundled SDG&E customers through December 31, 2002. Since early 2001, the DWR has procured power for each of the California IOUs and the CPUC has established the allocation of the power and the related cost responsibility among the IOUs for that power. SDG&E's allocation results in its overall rates being comparable to those of the other two California electric IOUs, Southern California Edison (Edison) and Pacific Gas and Electric (PG&E). On December 17, 2002, the CPUC issued a decision allocating the cost of the DWR's revenue requirement for its 2003 power purchases. The decision pools the total fixed costs of the DWR's contracts and allocates these costs among the IOUs on the basis of the quantity of the energy supplied to each IOU from the contracts. Variable costs related to the energy supplied under each contract go to the IOU assigned each contract. This decision allocates $643 million to SDG&E and will be handled within existing utility rates. That amount is currently under additional review as the DWR revenue requirement was reduced when the IOUs began power procurement on January 1, 2003 (see discussion below). The CPUC's objective was for the IOUs to take the procurement function back from the DWR by the beginning of 2003. On September 19, 2002, the CPUC issued a decision on how the power from the long-term contracts signed by the DWR should be allocated to the customers of each of the IOUs for purposes of determining the amount of additional power each utility is required to procure in 2003 and thereafter to fulfill its resource needs. The reasonableness of the IOUs' administration and dispatch of the allocated contracts will be reviewed by the CPUC in an annual proceeding. AB 57, signed by California Governor Davis on September 24, 2002, requires the CPUC to make this determination, and to establish procedures that will allow the IOUs to recover their electric procurement costs in a timely fashion without the need for retrospective reasonableness reviews. SDG&E believes that the return to the procurement function in accordance with AB 57 will have no adverse impact on its financial position or results of operations. On August 22, 2002, the CPUC issued a decision that authorized the California IOUs to begin interim procurement of power to cover their net short energy requirements starting on January 1, 2003. The net short is the difference between the amount of electricity needed to cover a utility's customer demand and the power provided by owned generation and existing contracts, including the long-term power contracts allocated to the customers of each IOU by the DWR (see above). The IOUs are authorized to enter into contracts of up to five years for power from traditional sources, and up to 15 years for power from renewable sources. SDG&E is required to purchase approximately 10 percent of its customer requirements in 2003, based on the allocation of the DWR power approved by the CPUC on December 17, 2002. On October 24, 2002, the CPUC issued a decision in the Electric Procurement proceeding that officially directs the resumption of the electric commodity procurement function by IOUs by January 1, 2003, and begins the implementation of recent legislation regarding procurement and renewables portfolio standards addressed in AB 57 and Senate Bill 1078. The decision established a process for review and approval of the utilities' updated 2003 and long-term (20-year) procurement plans. The CPUC approved SDG&E's 2003 procurement plan in December 2002 and approval of the long-term plan is expected during 2003. The CPUC has authorized the utilities to use derivatives to manage procurement risk and to acquire a variety of resource types including utility ownership, conventional generation, distributed generation, self generation, demand side resources, transmission and renewables. A semiannual cost review and rate revision mechanism is established, and a trigger is SEMPRA ENERGY 84.
established for more frequent changes if undercollected commodity costs exceed five percent of annual, non-DWR generation revenues, to provide for timely recovery of any undercollections. The Electric Procurement decision described above also directed each IOU to procure from renewable sources at least one percent of its 2003 total energy sales and an additional one percent of energy sales each year thereafter, until a 20-percent renewable resources portfolio is achieved by the year 2017. SDG&E has contracted to procure approximately four percent of its 2003 total energy sales from renewable sources and, pursuant to a December 2002 CPUC resolution, may "bank" or credit toward future years' compliance any excess over its one-percent requirement. The CPUC has placed a moratorium on the IOUs' purchasing electricity from their affiliates for the earlier of two years or until the CPUC completes a rulemaking on this matter. SDG&E believes that this moratorium will have no adverse impact on its financial position or results of operations. During 2002, SDG&E's purchases of electricity from its affiliate Sempra Energy Trading were less than one percent of total electricity purchases. DWR Operating and Servicing Agreements On December 19, 2002, the CPUC issued an Operating Order setting the terms by which the IOUs will administer the DWR contracts allocated to the customers of each of the utilities (see above). The DWR continues to bear the credit risk on the contracts and the IOUs have assumed the administrative burden of the contracts. The order requires the IOUs to take financial responsibility for acquiring natural gas supplies for the generation facilities that are subject to the DWR contracts. SDG&E currently has pending an operating and servicing agreement signed by the DWR and SDG&E which, if approved by the CPUC, will supercede the CPUC's operating order referred to above. The pending agreement will clearly delineate that the natural gas procurement and associated risk will continue to reside with the DWR. Effect on Customer Rates On December 19, 2002, the CPUC issued a decision denying SDG&E's application for a rate surcharge to expedite recovery of the AB 265 undercollection. However, even at current rates and allocation of the resulting revenues between the DWR and SDG&E, the balance is expected to be completely recovered before the end of 2005. Also at issue is the ownership of certain power sale profits stemming from intermediate term purchase power contracts entered into by SDG&E during the early stages of California's electric utility industry restructuring. The company believes that all profits associated with these contracts properly are for the benefit of SDG&E shareholders rather than customers, whereas the CPUC asserted that all the profits should accrue to the benefit of customers. Accordingly, SDG&E challenged the CPUC's disallowance of profits from the contracts in both the California Court of Appeals and in Federal District Court. These court proceedings have been held in abeyance pending the CPUC's consideration of various other proposed settlements. On December 19, 2002, the CPUC rendered a 3-to-2 decision approving the June 2002 proposed settlement, previously described in the company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2002, that divides the profits from these contracts, $199 million for SDG&E customers and $173 million for SDG&E shareholders. Of the $199 million in profits allocated to customers, $175 million had already been credited to ratepayers in 2001. The remaining $24 million was applied as a balancing account transfer that reduced the AB 265 balancing account in December 2002. The profits allocated to customers reduce SDG&E's AB 265 undercollection, but do not adversely affect SDG&E's financial position, liquidity or results of operations. The term of a commissioner who voted to approve the settlement has expired, and a new commissioner has been SEMPRA ENERGY 85.
appointed. On January 29, 2003, the CPUC's Office of Ratepayer Advocates (ORA), the City of San Diego and the Utility Consumers' Action Network, a consumer-advocacy group, filed requests for a CPUC rehearing of the decision. On February 13, 2003, the company filed its opposition to rehearing of the decision. Parties requesting a rehearing and parties to any rehearing may also appeal the CPUC's final decision to the California appellate courts. Direct Access On March 21, 2002, the CPUC affirmed its decision prohibiting new direct access (DA) contracts after September 20, 2001, but rejected a proposal to make the prohibition retroactive to July 1, 2001. Contracts in place as of September 20, 2001 may be renewed or assigned to new parties. On November 7, 2002, the CPUC issued a decision adopting DA exit fees with an interim cap of 2.7 cents per kWh, effective January 1, 2003. This decision will have no effect on SDG&E's cash flows or results of operations, because any shortfall due to the cap on the exit fees will be funded by bundled customers in current rates. The CPUC is conducting further proceedings to determine whether, or to what extent, the interim cap should be revised after July 1, 2003. The CPUC's decisions concerning direct access affect SES' ability to enter into contracts to sell electricity in California. SONGS Operating costs of SONGS Units 2 and 3, including nuclear fuel and related financing costs, and incremental capital expenditures are recovered through the ICIP mechanism which allows SDG&E to receive approximately 4.4 cents per kilowatt-hour for SONGS generation. Any differences between these costs and the incentive price affect net income. For the year ended December 31, 2002, ICIP contributed $50 million to SDG&E's net income. The CPUC has rejected an administrative law judge's proposed decision to end ICIP prior to its December 31, 2003 scheduled expiration date. However, the CPUC has also denied the previously approved market-based pricing for SONGS beginning in 2004 and instead provided for traditional rate-making treatment, under which the SONGS ratebase would begin at zero, essentially eliminating earnings from SONGS until ratebase grows. The company has applied for rehearing of this decision. FERC Actions The FERC is investigating prices charged to buyers in the California PX and ISO markets by various electric suppliers. It is seeking to determine the extent to which individual sellers have yet to be paid for power supplied during the period of October 2, 2000 through June 20, 2001 and to estimate the amounts by which individual buyers and sellers paid and were paid in excess of competitive market prices. Based on these estimates, the FERC could find that individual net buyers, such as SDG&E, are entitled to refunds and individual net sellers, such as SET, are obliged to provide refunds. To the extent any such refunds are actually realized by SDG&E, they would reduce SDG&E's rate-ceiling balancing account. To the extent that SET is required to provide refunds, they could result in payments by SET after adjusting for any amounts still owed to SET for power supplied during the relevant period. Such payments, if any, are not expected to be material to the company's financial position, results of operations or liquidity. In December 2002, a FERC administrative law judge's (ALJ) preliminary findings indicate that California owes power suppliers $1.2 billion (the $3 billion that California still owes energy companies less $1.8 billion the ALJ finds the energy companies overcharged California). California is seeking $8.9 billion in refunds and indicated it would appeal if the ALJ's findings are adopted. A FERC decision is not expected before the second half of 2003. More recently, FERC has launched an investigation into whether there was manipulation of short-term energy prices in the West that resulted in unjust and unreasonable long-term power sales contracts. SEMPRA ENERGY 86.
In addition, in February 2002 the CPUC and the California Electricity Oversight Board petitioned the FERC to determine that the long-term power contracts the DWR signed with energy companies during the height of the energy crisis do not provide just and reasonable rates, and to abrogate or reform the contracts. In April 2002, the FERC ordered hearings on the complaints. The order requires the complainants to satisfy a "heavy" burden of proof to support a revision of the contracts, and cited the FERC's long-standing policy to recognize the sanctity of contracts, from which it has deviated only in "extreme circumstances." In December 2002, a FERC administrative law judge held formal hearings and in January 2003 issued a partial, initial decision recommending that the validity of SER's contract be determined under a "public interest" standard that requires the complainants to satisfy a significantly higher standard of review to invalidate the SER contract than would a just and reasonable standard. Final briefs were submitted to the full FERC commission later in January with respect to the public interest standard of review and the FERC has indicated that it expects to issue a final decision by March 2003. Effect On Other Subsidiaries At December 31, 2002, SET was due approximately $100 million from the ISO for which the company believes adequate reserves have been recorded. The collection of these receivables may depend on satisfactory resolution of the financial difficulties being experienced by the other IOUs as a result of the California electric industry situation described above. NOTE 14. OTHER REGULATORY MATTERS Gas Industry Restructuring In January 1998, the CPUC released a staff report initiating a project to assess the current market and regulatory framework for California's natural gas industry. 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. On December 11, 2001, the CPUC issued a decision adopting much of a settlement that had been submitted in 2000 by the California Utilities and approximately 30 other parties representing all segments of the natural gas industry in Southern California, but opposed by some parties. The CPUC decision adopts the following provisions: a system for shippers to hold firm, tradable rights to capacity on SoCalGas' major natural gas transmission lines, with SoCalGas' shareholders at risk for whether market demand for these rights will cover the cost of these facilities; a further unbundling of SoCalGas' storage services, giving SoCalGas greater upward pricing flexibility (except for storage service for core customers) but with increased shareholder risk for whether market demand will cover storage costs; new balancing services, including separate core and noncore balancing provisions; a reallocation among customer classes of the cost of interstate pipeline capacity held by SoCalGas and an unbundling of interstate capacity for natural gas marketers serving core customers; and the elimination of noncore customers' option to obtain natural gas procurement service from the California Utilities. The CPUC modified the settlement to provide increased protection against the exercise of market power by persons who would acquire rights on the SoCalGas natural gas transmission system. The CPUC also rejected certain aspects of the settlement that would have provided more options for natural gas marketers serving core customers. During 2002 the California Utilities filed a proposed implementation schedule and revised tariffs and rules required for implementation. However, protests of these compliance filings were filed, and the CPUC has not yet authorized implementation of most of the provisions of its decision. On December 30, 2002, the CPUC deferred acting on a plan to implement its decision. SEMPRA ENERGY 87.
The California Utilities believe that the implementation of the decision would make natural gas service more reliable, more efficient and better tailored to meet the needs of customers. The decision is not expected to adversely affect the California Utilities' earnings. Cost of Service (COS) and Performance-Based Regulation (PBR) To promote efficient operations and improved productivity and to move away from reasonableness reviews and disallowances, the CPUC adopted PBR for SDG&E effective in 1994 and for SoCalGas effective in 1997. PBR has resulted in modification to the general rate case and certain other regulatory proceedings for the California Utilities. Under PBR, regulators require future income potential to be tied to achieving or exceeding specific performance and productivity goals, rather than relying solely on expanding utility plant to increase earnings. The three areas that are eligible for PBR rewards are operational incentives based on measurements of safety, reliability and customer satisfaction; demand-side management (DSM) rewards based on the effectiveness of the programs; and natural gas procurement rewards. These incentive rewards are not included in the company's earnings before they are approved by the CPUC. The COS and PBR cases for the California Utilities were filed on December 20, 2002. The filings outline projected expenses (excluding the commodity cost of electricity or natural gas consumed by customers or expenses for programs such as low-income assistance) and revenue requirements for 2004 and a formula for 2005 through 2008. SoCalGas' cost of service study proposes an increase in natural gas base rate revenues of $130 million. SDG&E's cost of service study proposes increases in electric and natural gas base rate revenues of $58.9 million and $21.6 million, respectively. The filings also requested a continuance and expansion of PBR in terms of earnings sharing and performance service standards that include both reward and penalty provisions related to customer satisfaction, employee safety and system reliability. The resulting new base rates are expected to be effective on January 1, 2004. A CPUC decision is expected in late 2003. The California Utilities' PBR mechanisms are in effect through December 31, 2003, at which time the mechanisms will be updated. That update will include, among other things, a reexamination of the California Utilities' reasonable costs of operation to be allowed in rates. An October 10, 2001 decision denied the California Utilities' request to continue equal sharing between ratepayers and shareholders of the estimated savings for the PE/Enova merger as more fully discussed in Note 1 and, instead, ordered that all of the estimated 2003 merger savings go to ratepayers. This decision will adversely affect the California Utilities' 2003 net income by $35 million. In August 2002, the CPUC issued a resolution approving SDG&E's 2000 PBR report. The resolution approved SDG&E's request for a total net reward of $11.7 million (pretax), as well as SDG&E's actual 2000 rate of return (applicable only to electric distribution and natural gas transportation) of 8.74 percent, which is below the authorized 8.75 percent. This results in no sharing of earnings in 2000 under the PBR sharing mechanism. The financial results herein include the reward during the third quarter of 2002. During 2002, SDG&E filed its 2001 PBR report with the CPUC. Based on the results against the performance indicator benchmarks, SDG&E requested a total net reward of $12.2 million. On January 16, 2003, the CPUC issued a resolution approving SoCalGas' report on its PBR results for 2000. The resolution approved SoCalGas' calculation of the amount that should be retained by shareholders. The resolution also approved SoCalGas' request for an $80,000 reward for employee safety results. SoCalGas is not eligible for any other rewards and was not found by the resolution to owe any penalties. SEMPRA ENERGY 88.
During 2002, SoCalGas filed its 2001 PBR report with the CPUC. Based on the results against the performance indicator benchmarks, SoCalGas requested a total net reward of $0.5 million. These proceedings do not encompass electric transmission issues. By the end of February 2003, SDG&E will file an electric transmission rate request with the FERC, updating its ratebase and its revenue requirement for operating and maintenance costs. Natural Gas Procurement PBR SDG&E has a Natural Gas Procurement PBR mechanism that allows SDG&E to receive a share of the savings it achieves by buying natural gas for customers below a monthly benchmark. SDG&E's request for a reward of $6.7 million for the PBR natural gas procurement period ended July 31, 2001 (Year 8) was approved by the CPUC on January 30, 2003. As part of the reward calculation is based on California-Arizona natural gas border price indices, the decision reserved the right to revise the reward in the future, depending on the outcome of the CPUC's border price investigation (see below) and the FERC's investigation into alleged energy price manipulation (see Note 13 above). In October 2002, SDG&E filed its Year 9 report for the PBR natural gas procurement period ended July 31, 2002, reporting a $1.4 million disallowance, which was recorded during the three-month period ended September 30, 2002. SDG&E also filed an application on October 31, 2002, seeking to modify and extend the Natural Gas PBR mechanism beyond Year 10, which ends July 31, 2003. Gas Cost Incentive Mechanism (GCIM) SoCalGas' GCIM allows SoCalGas to receive a share of the savings it achieves by buying natural gas for customers below monthly benchmarks. The mechanism permits full recovery of all costs within a tolerance band above the benchmark price and refunds all savings within a tolerance band below the benchmark price. The costs or savings outside the tolerance band are shared between customers and shareholders. The CPUC approved the use of natural gas futures for managing risk associated with the GCIM. SoCalGas enters into natural gas futures contracts in the open market to mitigate risk and better manage natural gas costs. On December 17, 2002, the CPUC issued its final decision in the GCIM Year 6 Phase 2 proceeding, approving, with modifications, a settlement agreement among SoCalGas, the CPUC's ORA and The Utility Reform Network, a consumer-advocacy group, and extending the GCIM mechanism to Year 7 and beyond. SoCalGas has requested that the CPUC approve rewards of $30.8 million and $17.4 million for GCIM Years 7 and 8, respectively. CPUC approval of these rewards is expected in 2003, subject to possible future adjustment as a result of its investigation into the run-up in California border natural gas prices during the winter of 2000-2001 (discussed below). In the past shareholder rewards associated with the GCIM had been recorded to SoCalGas' Purchased Gas Balancing Account after the close of the GCIM period covering the utility's natural gas supply operations for the twelve months ended March 31. In June 2002, the CPUC issued a decision allowing SoCalGas to recover its GCIM earnings through its monthly core procurement filing beginning January 1, 2003. These awards are not included in SoCalGas' earnings until approved by the CPUC. Demand Side Management and Energy Efficiency Awards Since the 1990s, the IOUs have been eligible to earn awards for implementing and/or administering energy-conservation programs. The California Utilities have offered these programs to customers and have consistently achieved significant earnings therefrom. Beginning in 2002, earnings for non-low-income energy-efficiency programs were eliminated; however, awards related to DSM and low-income energy-efficiency programs may still be requested. SEMPRA ENERGY 89.
SoCalGas has outstanding before the CPUC applications to recover shareholder rewards earned for performance under the DSM programs for 1995 through 2001. Reward requests in these applications total $9.1 million. SDG&E has outstanding before the CPUC applications to recover shareholder rewards earned for performance under the DSM programs for 1995 through 2001. Reward requests in these applications total $35.5 million. A CPUC Administrative Law Judge has scheduled a pre-hearing conference to review the IOUs' DSM programs. The review may include reanalyzing the uncollected portion of past rewards earned by IOUs (which have not been included in the California Utilities' income), and potentially recompute the amount of the DSM rewards. The California Utilities have opposed such a recalculation. The issue is still pending before the CPUC. Pending Incentive Awards At December 31, 2002, the following performance incentives were pending CPUC approval and, therefore, were not included in the company's earnings (dollars in millions): Program SoCalGas SDG&E Total --------------------------------------------- PBR $ 0.5 $12.2 $ 12.7 Natural gas procurement 48.2 6.7 54.9 DSM 9.1 35.5 44.6 --------------------- Total $57.8 $54.4 $112.2 --------------------------------------------- Cost of Capital Effective January 1, 2003, SoCalGas' authorized rate of return on common equity (ROE) is 10.82 percent and its return on ratebase (ROR) is 8.68 percent. These rates will continue to be effective until the next periodic review by the CPUC unless market interest-rate changes are large enough to trigger an automatic adjustment prior thereto, which last occurred in October 2002 and adjusted rates downward from the previous 11.6 percent (ROE) and 9.49 percent (ROR) to the current levels. This change results in an annual revenue requirement decrease of $10.5 million. Effective January 1, 2003, SDG&E's authorized rate of return on equity is 10.9 percent (increased from 10.6 percent) for SDG&E's electric distribution and natural gas businesses. This change results in an annual revenue requirement increase of $2.4 million ($1.9 million electric and $0.5 million natural gas) and increases SDG&E's overall rate of return from 8.75 percent to 8.77 percent. These rates remain in effect through 2003. The electric-transmission cost of capital is determined under a separate FERC proceeding. Border Price Investigation On November 21, 2002, the CPUC instituted an investigation into the Southern California natural gas market and the price of natural gas delivered to the California-Arizona (CA-AZ) border during the period of March 2000 through May 2001. The CPUC intends to examine the possible reasons for and issues potentially related to the elevated border prices that affected California consumers during this period. The California Utilities are included among the respondents to the investigation. If the investigation determines that the conduct of any respondent contributed to the natural gas price spikes at the CA-AZ border during this period, the CPUC may modify the respondent's applicable natural gas procurement SEMPRA ENERGY 90.
incentive mechanism, reduce the amount of any shareholder award for the period involved, or order the respondent to issue a refund to ratepayers to offset the higher rates paid. The California Utilities are fully cooperating with the CPUC in the investigation and believe that the CPUC will ultimately determine that they were not responsible for the high border prices during this period. Biennial Cost Allocation Proceeding (BCAP) The BCAP determines the allocation of authorized costs between customer classes and the rates and rate design applicable to such classes for natural gas transportation service. The BCAP adjusts SoCalGas' rates to reflect variances in customer demand as compared to the adopted forecasts previously used in establishing customer natural gas transportation rates. The mechanism in effect through the end of 2002 largely eliminated the effect on SoCalGas' income of variances in customer demand and natural gas transportation costs. SDG&E filed its 2003 BCAP on October 5, 2001 and SoCalGas filed its 2003 BCAP on September 21, 2001. In February 2003, a CPUC Administrative Law Judge granted a motion to defer the BCAP. As a result of that ruling, the California Utilities must submit an amended application by September 2003, with new rates scheduled to be implemented by September 2004. On December 5, 2002, the CPUC issued a decision approving 100 percent balancing account protection for all core and noncore transportation costs, effective in 2003. Nuclear Decommissioning Trusts On June 17, 2002, SDG&E amended its March 21, 2002 joint application with Edison, requesting the CPUC to set contribution levels for the SONGS nuclear decommissioning trust funds. SDG&E requested a rate increase to cover its share of projected increased decommissioning costs for SONGS. If approved, the current annual contribution to SDG&E's trust funds, which is recovered in rates, would increase to $11.5 million annually from $4.9 million. Prior to August 1999, SDG&E's annual contribution had been $22 million. Utility Integration On September 20, 2001, the CPUC approved Sempra Energy's request to integrate the management teams of the California Utilities. The decision retains the separate identities of each utility and is not a merger. Instead, utility integration is a reorganization that consolidates senior management functions of the two utilities and returns to the utilities the majority of shared support services previously provided by Sempra Energy's centralized corporate center. Once implementation is completed, the integration is expected to result in more effective operations. In a related development, an August 2002 CPUC interim decision denied a request by the California Utilities to combine their natural gas procurement activities at this time, pending completion of the CPUC's Border Price Investigation referred to above. CPUC Investigation of Energy-Utility Holding Companies The CPUC has initiated an investigation into the relationship between California's IOUs and their parent holding companies. Among the matters to be considered in the investigation are utility dividend policies and practices and obligations of the holding companies to provide financial support for utility operations under the agreements with the CPUC permitting the formation of the holding companies. SEMPRA ENERGY 91.
On January 11, 2002, the CPUC issued a decision to clarify under what circumstances, if any, a holding company would be required to provide financial support to its utility subsidiaries. The CPUC broadly determined that it would require the holding company to provide cash to a utility subsidiary to cover its operating expenses and working capital to the extent they are not adequately funded through retail rates. This would be in addition to the requirement of holding companies to cover their utility subsidiaries' capital requirements, as the IOUs have previously acknowledged in connection with the holding companies' formations. On January 14, 2002, the CPUC ruled on jurisdictional issues, deciding that the CPUC had jurisdiction to create the holding company system and, therefore, retains jurisdiction to enforce conditions to which the holding companies had agreed. The company's request for rehearing on the issues was denied by the CPUC and the company subsequently filed appeals in the California Court of Appeal, which are still pending. Valley-Rainbow Interconnect On December 19, 2002, the CPUC issued a decision finding that the Valley-Rainbow Interconnect, a proposed 500-kv transmission line connecting SDG&E's and Edison's transmission systems, is not needed to meet SDG&E's projected resource needs within a planning horizon that the CPUC deemed appropriate (five years). If it chooses to, SDG&E can refile at a later date. In January 2003, SDG&E and the ISO filed applications for rehearing of the decision. If this project is abandoned SDG&E plans to seek recovery of its costs ($20 million through December 31, 2002) in a FERC filing to be made in February 2003. NOTE 15. COMMITMENTS AND CONTINGENCIES Natural Gas Contracts The California Utilities buy natural gas under short-term and long-term contracts. Short-term purchases are from various Southwest U.S. and Canadian suppliers and are primarily based on monthly spot-market prices. The California Utilities transport natural gas under long-term firm pipeline capacity agreements that provide for annual reservation charges, which are recovered in rates. SoCalGas has commitments for firm pipeline capacity under contracts with pipeline companies that expire at various dates through 2006. SDG&E has long-term natural gas transportation contracts with various interstate pipelines that expire on various dates between 2003 and 2023. SDG&E has a long-term purchase agreement with a Canadian supplier that expires in August 2003, and in which the delivered cost of natural gas is tied to the California border spot-market price. SDG&E purchases natural gas on a spot basis to fill its additional long-term pipeline capacity. SDG&E intends to continue using the long-term pipeline capacity in other ways as well, including the transport of other natural gas for its own use and the release of a portion of this capacity to third parties. SEMPRA ENERGY 92.
At December 31, 2002, the future minimum payments under natural gas contracts were: Storage and Natural (Dollars in millions) Transportation Gas Total ---------------------------------------------------- 2003 $210 $687 $ 897 2004 214 3 217 2005 204 3 207 2006 117 2 119 2007 14 2 16 Thereafter 157 -- 157 ----------------------------- Total minimum payments $916 $697 $1,613 ---------------------------------------------------- Total payments under natural gas contracts were $1.4 billion in 2002, $2.6 billion in 2001, and $1.6 billion in 2000. Purchased-Power Contracts On January 17, 2001, the California Assembly passed AB X1 to allow the DWR to purchase power under long-term contracts for the benefit of California consumers. In accordance with AB X1, SDG&E entered into an agreement with the DWR under which the DWR purchases SDG&E's full net short position (the power needed by SDG&E's customers, other than that provided by SDG&E's nuclear generating facilities or its previously existing purchased power contracts) through December 31, 2002. Starting on January 1, 2003, SDG&E and the other IOUs resumed their electric commodity procurement function based on a CPUC decision issued in October 2002. For additional discussion of this matter see Note 13. For 2003, SDG&E expects to receive 43 percent of its customer power requirement from DWR allocations. Of the remaining requirements that SDG&E must provide, SONGS will account for 21 percent, long-term contracts for 26 percent and spot market purchases for 10 percent. As of January 2003, SDG&E has approximately 90 percent of its electric power requirements met by a combination of long-term contracts, DWR-allocated contracts and its share of nuclear generating facilities. The contracts expire on various dates between 2003 and 2025. Prior to January 1, 2001, the cost of these contracts was recovered by bidding them into the PX and receiving revenue from the PX for bids accepted. As of January 1, 2001, in compliance with a FERC order prohibiting sales to the PX, SDG&E no longer bids those contracts into the PX. Those contracts are now used to serve customers in compliance with a CPUC order. In late 2000, SDG&E entered into additional contracts to serve customers instead of buying all of its power from the PX. These contracts expire in 2003. In addition, during 2002 SDG&E entered into contracts which will provide approximately four percent of its 2003 total energy sales from renewable sources. These contracts expire from 2008 through 2018. SEMPRA ENERGY 93.
At December 31, 2002, the estimated future minimum payments under the long-term contracts (not including the DWR allocations) were: (Dollars in millions) ----------------------------- 2003 $ 257 2004 227 2005 228 2006 224 2007 213 Thereafter 2,285 ------ Total minimum payments $3,434 ----------------------------- The payments represent capacity charges and minimum energy purchases. SDG&E is required to pay additional amounts for actual purchases of energy that exceed the minimum energy commitments. Total payments under the contracts were $235 million in 2002, $512 million in 2001 and $257 million in 2000. Leases The company has leases (primarily operating) on real and personal property expiring at various dates from 2003 to 2045. Certain leases on office facilities contain escalation clauses requiring annual increases in rent ranging from 2 percent to 7 percent. The rentals payable under these leases are determined on both fixed and percentage bases, and most leases contain extension options which are exercisable by the company. The company also has long-term capital leases on real property. Property, plant and equipment included $35 million at both December 31, 2002 and 2001, related to these leases. The associated accumulated amortization was $21 million and $18 million, respectively. SDG&E terminated its capital lease agreement for nuclear fuel in mid-2001 and now owns its nuclear fuel. At December 31, 2002, the minimum rental commitments payable in future years under all noncancellable leases were as follows: Operating Capitalized (Dollars in millions) Leases Leases ----------------------------------------------------- 2003 $ 94 $ 3 2004 101 3 2005 104 3 2006 103 1 2007 105 1 Thereafter 1,385 1 --------------------- Total future rental commitments $1,892 12 ---------- Imputed interest (7% to 10%) (2) ----------- Net commitments $10 ----------------------------------------------------- In connection with the quasi-reorganization described in Note 1, PE recorded liabilities of $102 million to adjust to fair value the operating leases related to its headquarters and other facilities at December 31, 1992. The remaining amount of these liabilities was $42 million at December 31, 2002. These leases are included in the above table. SEMPRA ENERGY 94.
Rent expense for operating leases totaled $90 million in 2002, $92 million in 2001 and $102 million in 2000. Depreciation expense for capitalized leases is included in depreciation on the Consolidated Statements of Income. Construction Projects In October 2001, Sempra Energy announced plans to develop a major new liquefied natural gas (LNG) receiving terminal to bring natural gas supplies into northwestern Mexico and southern California. SEI initially purchased a 300-acre site on the Pacific Coast, north of Ensenada, Baja California, Mexico for the terminal for a purchase price of $19.7 million. Subsequently, it purchased additional land for the terminal for $2.6 million. As currently planned, the plant would have a send-out capacity of approximately 1 billion cubic feet per day of natural gas through a new 40-mile pipeline between the terminal and existing pipelines in the San Diego/Baja California border area. The project is currently estimated to cost $600 million and to commence commercial operations in 2007. In February 2003, Sempra LNG Corp., a newly created subsidiary of Global, announced an agreement to acquire the proposed Hackberry, La., LNG project from a subsidiary of Dynegy, Inc. Sempra LNG Corp. initially will pay Dynegy $20 million, with additional payments contingent on the performance of the project. The project has received preliminary approval from the FERC and expects a final decision later this year. If the project is approved, Sempra LNG Corp. intends to build an LNG receiving facility capable of processing up to 1.5 billion cubic feet per day of natural gas. The total cost of the project is expected to be about $700 million. The project could begin commercial operations as early as 2007. In February 2001, the company announced plans to construct Termoelectrica de Mexicali, a $350 million, 600-megawatt power plant near Mexicali, Mexico. Fuel for the plant will be supplied via the newly constructed pipeline from Arizona to Tijuana referred to below. It is anticipated that the electricity produced by the plant will be available for markets in California, Arizona and Mexico via a newly constructed 230,000-volt transmission line. Construction of the power plant began in the second half of 2001. $308 million has been invested in the project, which is scheduled for completion by mid-2003. SER has approximately $8 million of commitments remaining in the project at December 31, 2002. In December 2000, SER obtained approvals from the appropriate state agencies to construct the Elk Hills Power Project, a $395 million 570-megawatt power plant near Bakersfield, California. Elk Hills is being developed in a 50/50 joint venture with Occidental. As of December 31, 2002, SER has invested $172 million in the project and has commitments of approximately $15 million. The project is anticipated to be completed in May 2003. Information concerning related litigation with Occidental is provided below. In December 2000, SER obtained approval from the appropriate state agencies to construct the Mesquite Power Plant (Mesquite Power). Located near Phoenix, Arizona, Mesquite Power is a $690 million, 1,250-megawatt project which will provide electricity to wholesale energy markets in the Southwest. Construction began in September 2001, commercial operations at 50-percent capacity are expected to commence in June 2003 and project completion is anticipated for January 2004. Expenditures as of December 31, 2002 are $558 million and SER has commitments of $70 million related to this project. Most project expenditures are financed through a synthetic lease agreement. Financing under the synthetic lease in excess of $280 million requires 103 percent collateralization through the purchase of U.S. Treasury obligations in similar amounts. As of December 31, 2002, the company had purchased $228 million of U.S. Treasury obligations as collateral, which is included in investments on the Consolidated Balance Sheets. SEMPRA ENERGY 95.
SER, as construction agent for the lessor, is responsible for completing construction in a timely manner. Upon completion of Mesquite Power, SER is required to make lease payments to the lessor in an amount sufficient to provide a specified return to the investors. In 2005, SER has the option to extend the lease at fair market value, purchase the project at a fixed amount, or act as remarketing agent for the lessor to sell the project. If SER elects the remarketing option, it may be required to pay the lessor up to 85 percent of the project cost if the proceeds from remarketing are insufficient to repay the lessor's investors. The lease is guaranteed by Sempra Energy, and the availability of additional financing is conditioned upon Sempra Energy's continuing to have credit ratings of at least BBB- by S&P or Baa3 by Moody's. The lease also requires Sempra Energy to maintain a debt-to-total capitalization ratio, (as defined in the lease), of not to exceed 65 percent. As a synthetic lease, neither the plant asset nor the related liability is included on the Consolidated Balance Sheets. If they were, property, plant and equipment and long-term debt would each have been increased by $545 million at December 31, 2002, reflecting reimbursements for costs incurred on the project, including costs subject to the collateralization requirements noted above. The company is currently reviewing the synthetic lease to determine the application of FASB Interpretation 46 (FIN 46), "Consolidation of Variable Interest Entities" related to the Mesquite Power Plant. Under FIN 46, the company would be required to increase property, plant and equipment and long-term debt by the total costs incurred and subject to collateralization requirements under the synthetic lease, as noted above. See further discussion of FIN 46 in Note 1. In addition, as of December 31, 2002, SER has commitments of $73 million related to two natural gas turbines for use in future power plant development. In the third quarter of 2002, SEI completed construction of the 140-mile Gasoducto Bajanorte Pipeline that connects the Rosarito Pipeline south of Tijuana, Mexico, with a pipeline being built by PG&E Corporation that will connect to Arizona. The 30-inch pipeline can deliver up to 500 million cubic feet per day of natural gas to new generation facilities in Baja California, including SER's Termoelectrica de Mexicali power plant discussed above. Capacity on the pipeline is fully subscribed. Total capital expenditures of $124 million have been made by SEI through December 31, 2002. Other Commitments and Contingencies In May 2001, SER entered into a ten-year agreement with the DWR to supply up to 1,900 megawatts of power to the state. SER may, but is not obligated to, deliver most of this electricity from its projected portfolio of plants in the western United States and Baja California, Mexico. If SER elects to use these plants to supply the DWR, those sales would comprise more than two-thirds of the projected capacity of the plants. The profits from the sales to the DWR are significant to the company's ability to increase its earnings. Subsequent to the state's signing of this contract and electricity-supply contracts with other vendors, various state officials have contended that the rates called for by the contracts are too high. These rates substantially exceed current spot-market prices for electricity, but are substantially lower than those prevailing at the time the contracts were signed. This contract is discussed further under "Litigation." In February 2002, the CPUC and the California Electricity Oversight Board petitioned the FERC to determine that the contracts do not provide just and reasonable rates, and to abrogate or reform the contracts. On April 24, 2002, the FERC ordered hearings on the complaints. The order requires the complainants to satisfy a "heavy" burden of proof to support a revision of the contracts, and cited the FERC's long-standing policy to recognize the sanctity of contracts, from which it has deviated only in "extreme circumstances." In December 2002, a FERC administrative law judge held formal hearings and in January 2003 issued a partial, initial decision recommending that the validity of SER's contract be determined under a "public interest" standard that requires the complainants to satisfy a significantly higher standard of review to invalidate the SER contract than would a just and reasonable standard. Hearings began in December 2002 and settlement negotiations are ongoing. The FERC has indicated SEMPRA ENERGY 96.
that it expects to issue a final decision by March 2003. The company believes that the contract prices were fair, but had been discussing (and continues to be willing to further discuss) with the DWR changing certain aspects of the contract (which would not affect the long-term profitability) in a manner mutually beneficial to SER and the state. On October 31, 2002, SER completed the acquisition of Twin Oaks Power from Texas-New Mexico Power Company for $120 million. Located near Bremond, Texas, Twin Oaks Power is a 305-megawatt lignite-fired power plant which provides electricity under a 5-year offtake agreement expiring in September 2007. In connection with the acquisition, SER also assumed a contract which includes annual commitments to purchase lignite coal either until an aggregate minimum volume has been achieved or through 2025. At December 31, 2002, SER's future minimum payments under the lignite coal agreement were $28 million for 2003, $27 million for 2004, $27 million for 2005, $23 million for 2006, $23 million for 2007 and $310 million thereafter. The minimum payments have been adjusted for allowed shortfalls and 90 percent minimum contract requirements under the contract. On March 21, 2002, the CPUC affirmed its decision prohibiting new direct access contracts after September 20, 2001, but rejected a proposal to make the prohibition retroactive to July 1, 2001. Contracts in place as of September 20, 2001 may be renewed or assigned to new parties. On November 7, 2002, the CPUC issued a decision adopting DA exit fees with an interim cap of 2.7 cents per kWh for rates effective January 1, 2003. The CPUC is conducting further proceedings to determine whether, or to what extent, the interim cap should be revised after July 1, 2003. The CPUC's decisions concerning direct access affect SES' ability to enter into contracts to sell electricity in California. Environmental Issues The company's operations are subject to federal, state and local environmental laws and regulations governing hazardous wastes, air and water quality, land use, solid waste disposal and the protection of wildlife. Most of the environmental issues faced by the company occur at the California Utilities. However, as SER constructs new power plants, additional environmental issues will arise requiring the company's attention. As applicable, appropriate and relevant, these laws and regulations require that the company investigate and remediate the effects of the release or disposal of materials at sites associated with past and present operations, including sites at which the company has been identified as a Potentially Responsible Party (PRP) under the federal Superfund laws and comparable state laws. Costs incurred at the California Utilities to operate the facilities in compliance with these laws and regulations generally have been recovered in customer rates. Significant costs incurred to mitigate or prevent future environmental contamination or extend the life, increase the capacity or improve the safety or efficiency of property utilized in current operations are capitalized. The company's capital expenditures to comply with environmental laws and regulations were $8 million in 2002, $6 million in 2001 and $4 million in 2000. The cost of compliance with these regulations over the next five years is not expected to be significant. At the California Utilities, costs that relate to current operations or an existing condition caused by past operations are generally recorded as a regulatory asset due to the assurance that these costs will be recovered in rates. The environmental issues currently facing the company or resolved during the latest three-year period include investigation and remediation of the California Utilities' manufactured-gas sites (25 completed as of December 31, 2002 and 20 to be completed), cleanup at SDG&E's former fossil fuel power plants (all sold in 1999 and actual or estimated cleanup costs included in the transactions), cleanup of third-party waste-disposal sites used by the company, which has been identified as a PRP (investigations and remediations are continuing) and mitigation of damage to the marine environment caused by the cooling-water discharge from SONGS (the requirements for enhanced fish protection, a 150-acre artificial reef and restoration of 150 acres of coastal wetlands are in process). Through December 31, 2003, the SONGS mitigation costs are recovered through the ICIP mechanism. SEMPRA ENERGY 97.
Environmental liabilities are recorded when the company's liability is probable and the costs are reasonably estimable. In many cases, however, investigations are not yet at a stage where the company has been able to determine whether it is liable or, if the liability is probable, to reasonably estimate the amount or range of amounts of the cost or certain components thereof. Estimates of the company's liability are further subject to other uncertainties, such as the nature and extent of site contamination, evolving remediation standards and imprecise engineering evaluations. The accruals are reviewed periodically and, as investigations and remediation proceed, adjustments are made as necessary. At December 31, 2002, the company's accrued liability for environmental matters was $57.8 million, of which $42.7 million related to manufactured-gas sites, $12.1 million to cleanup at SDG&E's former fossil-fueled power plants, $2.3 million to waste-disposal sites used by the company (which has been identified as a PRP) and $0.7 million to other hazardous waste sites. The accruals for the manufactured-gas and waste-disposal sites are expected to be paid ratably over the next four years. The accruals for SDG&E's former fossil-fueled power plants are expected to be paid ratably over the next three years. Nuclear Insurance SDG&E and the other co-owners of SONGS have insurance to respond to any nuclear liability claims related to SONGS. The insurance policy provides $200 million in coverage, which is the maximum amount available. In addition to this primary financial protection, the Price-Anderson Act provides for up to $9.25 billion of secondary financial protection if the liability loss exceeds the insurance limit. Should any of the licensed/commercial reactors in the United States experience a nuclear liability loss which exceeds the $200 million insurance limit, all utilities owning nuclear reactors could be assessed under the Price-Anderson Act to provide the secondary financial protection. SDG&E and the other co-owners of SONGS could be assessed up to $176 million under the Price-Anderson Act. SDG&E's share would be $36 million unless default occurs by any other SONGS co-owner. In the event the secondary financial protection limit is insufficient to cover the liability loss, the Price-Anderson Act provides for Congress to enact further revenue raising measures to pay claims. These measures could include an additional assessment on all licensed reactor operators. SDG&E and the other co-owners of SONGS have $2.75 billion of nuclear property, decontamination and debris removal insurance. The coverage also provides the SONGS owners up to $490 million for outage expenses incurred because of accidental property damage. This coverage is limited to $3.5 million per week for the first 52 weeks, and $2.8 million per week for up to 110 additional weeks. Coverage is also provided for the cost of replacement power, which includes indemnity payments for up to three years, after a waiting period of 12 weeks. The insurance is provided through a mutual insurance company owned by utilities with nuclear facilities. Under the policy's risk sharing arrangements, insured members are subject to retrospective premium assessments if losses at any covered facility exceed the insurance company's surplus and reinsurance funds. Should there be a retrospective premium call, SDG&E could be assessed up to $7.6 million. Both the nuclear liability and property insurance programs include industry aggregate limits for SONGS losses resulting from acts of terrorism. Department Of Energy Decommissioning The Energy Policy Act of 1992 established a fund for the decontamination and decommissioning of the Department of Energy (DOE) nuclear fuel enrichment facilities. Utilities which have used DOE enrichment services are being assessed a total of $2.3 billion, subject to adjustment for inflation, over a 15-year period ending in 2006. Each utility's share is based on its share of enrichment services purchased from the DOE through 1992. SDG&E's annual assessment is approximately $1 million, which is recovered through SONGS revenue. SEMPRA ENERGY 98.
Department Of Energy Nuclear Fuel Disposal The Nuclear Waste Policy Act of 1982 made the DOE responsible for the disposal of spent nuclear fuel. However, it is uncertain when the DOE will begin accepting spent nuclear fuel from SONGS. This delay by the DOE will lead to increased cost for spent fuel storage. This cost will be recovered through SONGS revenue unless the company is able to recover the increased cost from the federal government. Litigation Lawsuits filed in 2000 and currently consolidated in San Diego Superior Court seek class-action certification and damages, alleging that Sempra Energy, SoCalGas and SDG&E, along with El Paso Energy Corp. and several of its affiliates, unlawfully sought to control and have manipulated natural gas and electricity markets. On October 16, 2002, the assigned San Diego Superior Court judge ruled that the case can proceed with discovery and that the California courts, rather than the FERC, have jurisdiction in the case. This was a preliminary ruling and not a ruling on the merits or facts of the case. Northern California cases, which only name El Paso as a defendant, are scheduled for trial in September 2003 and the remainder of the cases are set for trial in January 2004. During the fourth quarter of 2002, additional similar lawsuits have been filed in various jurisdictions. Various 2000 lawsuits, which seek class-action certification, allege that certain company subsidiaries unlawfully manipulated the electric-energy market. These lawsuits were consolidated in San Diego Superior Court by order of the Judicial Council, but have recently been removed to Federal Court where motions to remand are pending. Similar, subsequent lawsuits are expected to be consolidated with the existing matters in San Diego. SER is a defendant in an action brought by Occidental Energy Ventures Corporation with respect to the Elk Hills power project being jointly developed by the two companies. Occidental alleges that SER breached the joint venture agreement by not providing that Occidental would be a party to the contract with the DWR or receiving its share of the proceeds from providing the DWR with power from Elk Hills under the contract. The court has ordered that the agreement requires the matter be arbitrated in accordance with the agreement. SER, SET and SDG&E, along with all other sellers in the western power market, have been named defendants in a complaint filed at the FERC by the California Attorney General's office seeking refunds for electricity purchases based on alleged violations of FERC tariffs. The FERC has dismissed the complaint. The California Attorney General's office requested a rehearing, which the FERC denied. The California Attorney General has filed an appeal in the 9th Circuit. Except for the matters referred to above, neither the company nor its subsidiaries are party to, nor is their property the subject of, any material pending legal proceedings other than routine litigation incidental to their businesses. Management believes the above allegations are without merit and will not have a material adverse effect on the company's financial condition or results of operations. Other Legal Proceedings In connection with its investigation into California energy prices, in May 2002 the FERC ordered all energy companies engaged in electric energy trading activities to state whether they had engaged in "death star," "load shift," "wheel out," "ricochet," "inc-ing load" and various other specific trading activities as described in memos prepared by attorneys retained by Enron Corporation and in which it was asserted that Enron was manipulating or "gaming" the California energy markets. In response to SEMPRA ENERGY 99.
the inquiry, Sempra Energy's electricity trading subsidiaries have denied using any of these strategies. SDG&E did disclose and explain a single de minimus 100-mW transaction for the export of electricity out of California. In response to a related FERC inquiry regarding natural gas trading, SDG&E and SoCalGas have also denied engaging in "wash" or "round trip" trading activities. The companies are also cooperating with the FERC and other governmental agencies and officials in their various investigations of the California energy markets. In October 2002, the FERC also requested the largest North American natural gas marketers in 2001 to submit information regarding natural gas trading data provided by these marketers to energy trade publications in 2000 and 2001. During this period individual employees at SET received unsolicited information requests from trade publications, many of which were telephone inquiries seeking an immediate telephonic response. SET has advised the FERC and the Commodity Futures Trading Commission (CFTC) that, out of several hundred communications during the relevant period, prices were inaccurately reported by perhaps $.01 to $.02 per mmbtu on a handful of occasions involving an area in the Rocky Mountain region. No records of these telephone conversations exist. SET has also advised the FERC that it has found no instances involving inaccurate written information provided by SET to trade publications and is cooperating with the CFTC's inquiries about the matter. On May 28, 2002, SER filed a complaint for declaratory judgment in San Diego Superior Court regarding its contract with the DWR. In addition to other relief, SER is seeking a binding declaration from the court that, contrary to DWR's stated position, SER is meeting the terms of the agreement and that DWR is obligated to take delivery of and pay for wholesale electric power, as provided for under the agreement. In response to SER's complaint for a declaratory judgment, on July 2, 2002, the DWR filed a cross-complaint against SER, seeking to void the 10-year energy-supply contract by alleging that SER misrepresented its intentions regarding the Elk Hills Power Plant as well as the other plants currently under construction. The DWR continues to accept all scheduled power from SER and has made all payments for such power. The construction of the Elk Hills Power Plant is on schedule to begin operating in the spring of 2003. The DWR has stated its belief that the contract requires SER to build power plants to supply the contract and, specifically, required the Elk Hills plant to begin operations of a simple-cycle function while completing its combined cycle facility. SER denies both of these contentions and insists that it may supply the power as it chooses, although it has the option of supplying the DWR from one or more of the plants. Trial has been scheduled for May 2003. Additional information regarding the contract between SER and the DWR is included under "Other Commitments and Contingencies" and "FERC Actions" above. SER is a defendant in an action brought by the CPUC and the California Electricity Oversight Board at the FERC alleging that, because of the dysfunctional energy market in California, the long-term power contracts entered into by the DWR should be revised or set aside as being unjust and unreasonable. Additional information regarding this complaint and the contract between SER and the DWR is included under "Other Commitments and Contingencies" and "FERC Actions" above. SET is a defendant in the action at the FERC concerning rates charged certain utilities by sellers of electricity. Management believes it has provided fully for any adverse outcomes of this action. At December 31, 2002, SET remains due approximately $100 million from energy sales made in 2000 and 2001 through the California Independent System Operator and the PX markets. The collection of these receivables depends on satisfactory resolution of the financial difficulties being experienced by other California IOUs as a result of the California electric industry crisis. SET has submitted relevant claims in the PG&E and PX bankruptcy proceedings. The company believes adequate reserves have been recorded. Management believes that these matters will not have a material adverse effect on the company's financial condition or results of operations. SEMPRA ENERGY 100.
Electric Distribution System Conversion Under a CPUC-mandated program and through franchise agreements with various cities, SDG&E is committed, in varying amounts, to converting overhead distribution facilities to underground. As of December 31, 2002, the aggregate unexpended amount of this commitment was $98 million. Capital expenditures for underground conversions were $33 million in 2002, $12 million in 2001 and $26 million in 2000. Concentration Of Credit Risk The company maintains credit policies and systems to manage overall credit risk. These policies include an evaluation of potential counterparties' financial condition and an assignment of credit limits. These credit limits are established based on risk and return considerations under terms customarily available in the industry. The California Utilities grant credit to utility customers and counterparties, substantially all of whom are located in their service territories, which together cover most of Southern California and a portion of central California. As discussed in Note 13, SDG&E accumulated certain costs of electricity purchases in a balancing account (the AB 265 undercollection). SDG&E may experience an increase in customer credit risk as it passes on these costs to customers, as well as charges on behalf of the state of California to repay the state bonds issued in connection with its past purchases of power for IOU customers. However, mitigating this increase in customer credit risk are the decline in the cost of the electric commodity and return to stability thereof, and the October 2002 CPUC decision which allows SDG&E to enter into new contracts to procure electric energy and to establish a cost recovery mechanism. The decision establishes a semiannual cost review and rate recovery mechanism with a trigger for more frequent rate changes if balances exceed five percent of annual, non-DWR generation revenues, to provide for timely recovery of any undercollections. SET monitors and controls its credit-risk exposures through various systems which evaluate its credit risk, and through credit approvals and limits. To manage the level of credit risk, SET deals with a majority of counterparties with good credit standing, enters into master netting arrangements whenever possible and, where appropriate, obtains collateral. Master netting agreements incorporate rights of setoff that provide for the net settlement of subject contracts with the same counterparty in the event of default. NOTE 16. SEGMENT INFORMATION The company is a holding company, whose subsidiaries are primarily engaged in the energy business. It has four separately managed reportable segments comprised of SoCalGas, SDG&E, SET and SER. (During the third quarter of 2002, SER first met the requirements for disclosure as a reportable segment.) The California Utilities operate in essentially separate service territories under separate regulatory frameworks and rate structures set by the CPUC. SDG&E provides electric service to San Diego and southern Orange counties and natural gas service to San Diego county. SoCalGas is a natural gas distribution utility, serving customers throughout most of southern California and part of central California. SET, based in Stamford, Connecticut, is a wholesale trader of physical and financial energy products and other commodities, and a trader and wholesaler of metals, serving a broad range of customers in the United States, Canada, Europe and Asia. SER develops, owns and operates power plants and natural gas storage, production and transportation facilities within the western United States and Baja California, Mexico. The accounting policies of the segments are described in Note 1, and segment performance is evaluated by management based on reported net income. California Utility transactions are based on rates set by the CPUC and FERC. SEMPRA ENERGY 101.
Years ended December 31, ------------------------ (Dollars in millions) 2002 2001 2000 ------------------------------------------------------------------------------- OPERATING REVENUES Southern California Gas $2,858 $3,716 $2,854 San Diego Gas & Electric 1,696 2,362 2,671 Sempra Energy Trading 821 1,047 822 Sempra Energy Resources 349 178 11 All other 333 458 467 Intersegment revenues (37) (31) (65) ------------------------ Total $6,020 $7,730 $6,760 ------------------------ INTEREST INCOME Southern California Gas $ 5 $ 22 $ 27 San Diego Gas & Electric 10 21 51 Sempra Energy Trading 11 11 8 Sempra Energy Resources 4 6 -- All other 84 73 88 Intercompany elimination (72) (50) (106) ------------------------ Total interest income 42 83 68 Equity in income (losses) of unconsolidated affiliates (55) 12 62 Sundry income (loss) 70 (9) (3) ------------------------ Total other income $ 57 $ 86 $ 127 ------------------------ DEPRECIATION AND AMORTIZATION Southern California Gas $ 276 $ 268 $ 263 San Diego Gas & Electric 230 207 210 Sempra Energy Trading 21 27 32 Sempra Energy Resources 2 1 2 All other 67 76 56 ------------------------ Total $ 596 $ 579 $ 563 ------------------------ INTEREST EXPENSE Southern California Gas $ 44 $ 68 $ 74 San Diego Gas & Electric 77 92 118 Sempra Energy Trading 43 14 18 Sempra Energy Resources 6 7 3 All other 196 192 179 Intercompany elimination (72) (50) (106) ------------------------ Total $ 294 $ 323 $ 286 ------------------------ INCOME TAX EXPENSE (BENEFIT) Southern California Gas $ 178 $ 169 $ 183 San Diego Gas & Electric 91 141 144 Sempra Energy Trading 60 87 63 Sempra Energy Resources 36 (18) 15 All other (219) (166) (135) ------------------------ Total $ 146 $ 213 $ 270 ------------------------ NET INCOME (LOSS) Southern California Gas $ 212 $ 207 $ 206 San Diego Gas & Electric 203 177 145 Sempra Energy Trading 126 196 155 Sempra Energy Resources 60 (27) 29 All other (10) (35) (106) ------------------------ Total $ 591 $ 518 $ 429 ------------------------------------------------------------------------------- SEMPRA ENERGY 102.
At December 31 or years ended December 31, ----------------------------- (Dollars in millions) 2002 2001 2000 ------------------------------------------------------- ASSETS Southern California Gas $ 4,079 $ 3,733 $ 4,128 San Diego Gas & Electric 5,123 5,399 4,734 Sempra Energy Trading 5,614 2,997 4,627 Sempra Energy Resources 1,347 577 276 All other 2,580 3,094 2,421 Intersegment receivable (986) (720) (646) ----------------------------- Total $17,757 $15,080 $15,540 ----------------------------- CAPITAL EXPENDITURES Southern California Gas $ 331 $ 294 $ 198 San Diego Gas & Electric 400 307 324 Sempra Energy Trading 21 45 22 Sempra Energy Resources 356 225 59 All other 106 197 156 ----------------------------- Total $ 1,214 $ 1,068 $ 759 ----------------------------- GEOGRAPHIC INFORMATION Long-lived assets United States $ 7,062 $ 6,515 $ 6,071 Latin America 1,062 836 911 Europe 18 10 9 Canada 3 24 23 ----------------------------- Total $ 8,145 $ 7,385 $ 7,014 ----------------------------- Operating revenues United States $ 5,475 $ 7,169 $ 6,423 Latin America 168 280 154 Europe 328 250 158 Canada 28 15 14 Asia 21 16 11 ----------------------------- Total $ 6,020 $ 7,730 $ 6,760 ------------------------------------------------------- SEMPRA ENERGY 103.
NOTE 17. QUARTERLY FINANCIAL DATA (UNAUDITED) Quarters ended (Dollars in millions, except per share amounts) March 31 June 30 September 30 December 31 - -------------------------------------------------------------------------------------------------------- 2002 Operating revenues $1,460 $1,488 $1,384 $1,688 Operating expenses 1,209 1,260 1,074 1,490 ----------------------------------------- Operating income $ 251 $ 228 $ 310 $ 198 ----------------------------------------- Income before extraordinary item $ 146 $ 145 $ 150 $ 134 Net income $ 146 $ 147 $ 150 $ 148 Average common shares outstanding (diluted) 206.4 207.1 205.4 205.6 Income per common share before extraordinary item (diluted) $ 0.71 $ 0.70 $ 0.73 $ 0.65 Net income per common share (diluted) $ 0.71 $ 0.71 $ 0.73 $ 0.72 ----------------------------------------- 2001 Operating revenues $3,119 $1,895 $1,417 $1,299 Operating expenses 2,747 1,623 1,198 1,165 ----------------------------------------- Operating income $ 372 $ 272 $ 219 $ 134 ----------------------------------------- Net income $ 178 $ 137 $ 96 $ 107 Average common shares outstanding (diluted) 203.0 206.0 206.6 206.0 Net income per common share (diluted) $ 0.88 $ 0.66 $ 0.46 $ 0.52 - -------------------------------------------------------------------------------------------------------- Reclassifications have been made to certain of the amounts since they were presented in the Quarterly Reports on Form 10-Q. QUARTERLY COMMON STOCK DATA (UNAUDITED) First Second Third Fourth Quarter Quarter Quarter Quarter -------------------------------------------- 2002 Market price High $25.92 $26.25 $24.11 $24.62 Low 22.15 21.52 15.50 16.70 ------------------------------- 2001 Market price High $23.94 $28.61 $28.00 $26.68 Low 17.31 21.98 23.25 22.00 -------------------------------------------- Dividends declared were $0.25 in each quarter. FORM 10-K Sempra Energy's annual report to the Securities and Exchange Commission on Form 10-K is available to shareholders at no charge by writing to Shareholder Services at 101 Ash Street, San Diego, CA 92101. SEMPRA ENERGY 104.
EXHIBIT 21.01
SEMPRA ENERGY
Schedule of Significant Subsidiaries at December 31, 2002
State of Incorporation
Subsidiary or Other Jurisdiction
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Chilquinta Energia, S.A. Chile
Luz del Sur, S.A.A. Peru
San Diego Gas & Electric Company California
Sempra Energy Financial California
Sempra Energy Global Enterprises California
Sempra Energy International California
Sempra Energy Resources California
Sempra Energy Solutions California
Sempra Energy Trading Corp. Delaware
Sodigas Pampeana S.A. Argentina
Sodigas Sur S.A. Argentina
Southern California Gas Company California