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Form 10-Q for SEMPRA ENERGY


5-May-2009

Quarterly Report


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion in conjunction with the financial statements contained in this Form 10-Q, "Management's Discussion and Analysis of Financial Condition and Results of Operations" contained in our 2008 Annual Report on Form 10-K (Annual Report), and "Risk Factors" contained in our Annual Report and Part II of this Form 10-Q.

OVERVIEW

Sempra Energy is a Fortune 500 energy services holding company whose business units provide electric, natural gas and other energy products and services to their customers. Our operations are divided principally between the Sempra Utilities and Sempra Global. The Sempra Utilities consist of two California regulated public utility companies, 1) San Diego Gas & Electric Company (SDG&E) and 2) Southern California Gas Company (SoCalGas). Sempra Global consists of businesses engaged in providing energy products and services.

This report includes information for the following separate registrants:

§

Sempra Energy and its consolidated entities

§

SDG&E

§

Pacific Enterprises (PE), the holding company for SoCalGas

§

SoCalGas

References in this report to "we," "our" and "Sempra Energy Consolidated" are to Sempra Energy and its consolidated entities, collectively, unless otherwise indicated by the context.

PE's operations consist solely of those of SoCalGas and additional items (e.g., cash, intercompany accounts and equity) attributable to being a holding company for SoCalGas.

Below are the summary descriptions of our operating business units.

SEMPRA BUSINESS UNITS

The Sempra Utilities consist of SDG&E and SoCalGas.


 SEMPRA UTILITIES
                                      MARKET               SERVICE TERRITORY
 SAN DIEGO GAS & ELECTRIC   §                          Serves the county of San
 COMPANY (SDG&E)            Provides electricity to    Diego, CA and southern
 A regulated public         3.4 million consumers (1.4 Orange County covering
 utility; infrastructure    million meters)            4,100 square miles
 supports electric          §
 distribution and           Provides natural gas to
 transmission, and natural  3.1 million consumers
 gas distribution           (840,000 meters)
 SOUTHERN CALIFORNIA GAS    §                          Southern California and
 COMPANY (SOCALGAS)         Residential, commercial,   portions of Central
 A regulated public         industrial, utility        California (excluding San
 utility; infrastructure    electric generation and    Diego County, the city of
 supports natural gas       wholesale customers        Long Beach and the desert
 distribution, transmission §                          area of San Bernardino
 and storage                Covers a population of     County) covering 20,000
                            20.5 million (5.7 million  square miles
                            meters)

Sempra Global is a holding company for most of our subsidiaries that are not subject to California utility regulation. Sempra Global's principal business units, which provide energy-related products and services, are

§

Sempra Commodities

§

Sempra Generation

§

Sempra Pipelines & Storage

§

Sempra LNG

 SEMPRA GLOBAL
                                      MARKET               GEOGRAPHIC REGION
 SEMPRA COMMODITIES         §                          §
 RBS Sempra Commodities, a  Natural gas; natural gas   Global
 joint venture with The     liquids
 Royal Bank of Scotland     §
 (RBS), a commodities-      Power
 marketing business         §
                            Petroleum and petroleum
                            products
                            §
                            Coal
                            §
                            Emissions
                            §
                            Ethanol
                            §
                            Base metals
 SEMPRA GENERATION          §                          §
 Develops, owns and         Wholesale electricity      U.S.A.
 operates electric power                               §
 plants                                                Mexico
 SEMPRA PIPELINES & STORAGE §                          §
 Develops, owns and         Natural gas                U.S.A.
 operates, or holds         §                          §
 interests in, natural gas  Electricity                Mexico
 pipelines and storage                                 §
 facilities, and natural                               Argentina
 gas and electric service                              §
 providers                                             Chile
                                                       §
                                                       Peru
 SEMPRA LNG                 §                          §
 Develops, owns and         Natural gas                U.S.A.
 operates receipt terminals                            §
 for importing liquefied                               Mexico
 natural gas (LNG)

RESULTS OF OPERATIONS

We discuss the following in Results of Operations:

§

Overall results of our operations and factors affecting those results

§

Our business unit results

§

Significant changes in revenues, costs and earnings between periods

In the three months ended March 31, 2009, our earnings increased $74 million (31%) to $316 million primarily due to higher earnings at Sempra Commodities and SDG&E.

Diluted earnings per share increased by $0.37 per share, $0.28 per share from increased earnings and $0.09 per share from a reduction in shares outstanding, primarily as a result of our $1 billion share repurchase in 2008.

The following table shows our earnings by business unit, which we discuss below in "Business Unit Results."

EARNINGS BY BUSINESS UNIT
(Dollars in millions)
                                                           Three months ended March 31,
                                                            2009                   2008
Sempra Utilities:
  SDG&E*                                          $        99       31  %  $      74      31  %
  SoCalGas*                                                59       19            57      23
Sempra Global:
  Sempra Commodities**                                    114       36            59      24
  Sempra Generation                                        43       13            45      19
  Sempra Pipelines & Storage                               37       12            26      11
  Sempra LNG                                               (7)      (2)           (9)     (4)
Parent and other***                                       (29)      (9)          (10)     (4)
Earnings                                          $       316      100  %  $     242     100  %


* After preferred dividends. ** Results for 2009 include our portion of RBS Sempra Commodities' joint venture earnings and interest, income taxes, cost allocations and other items associated with the joint venture. Results for 2008 include 100% of the commodities-marketing businesses. Both 2009 and 2008 include the results of Sempra Rockies Marketing. *** Includes after-tax interest expense ($34 million for the three months ended March 31, 2009 and $15 million for the three months ended March 31, 2008), intercompany eliminations recorded in consolidation and certain corporate costs incurred at Sempra Global.

BUSINESS UNIT RESULTS

The following section is a discussion of earnings by business unit, as it appears in the table above.

BUSINESS UNIT EARNINGS -- SEMPRA UTILITIES
(Dollars in millions)

[[Image Removed: [qtr1_2009002.gif]]]

SDG&E

SDG&E business unit earnings were

§

$99 million in the first three months of 2009 ($100 million before preferred dividends)

§

$74 million in the first three months of 2008 ($75 million before preferred dividends)

The increase of $25 million (34%) was due to:

§

$16 million higher authorized margin due to the implementation of the 2008 General Rate Case (GRC) decision in the third quarter 2008;

§

$8 million higher CPUC authorized margin and lower operation and maintenance expenses; and

§

$6 million primarily from the favorable resolution of litigation in 2009; offset by

§

$9 million from the favorable resolution of prior years' income tax issues in 2008.

SoCalGas

SoCalGas business unit earnings were

§

$59 million in the first three months of 2009

§

$57 million in the first three months of 2008

The increase of $2 million (4%) was due to $3 million higher authorized margin due to the implementation of the 2008 GRC decision in the third quarter 2008.

BUSINESS UNIT EARNINGS (LOSSES) -- SEMPRA GLOBAL
(Dollars in millions)

[[Image Removed: [qtr1_2009004.gif]]]

Sempra Commodities

Sempra Commodities recorded business unit earnings of:

§

$114 million in the first three months of 2009

§

$59 million in the first three months of 2008

Results for the first quarter of 2009 primarily represent our equity earnings from RBS Sempra Commodities, formed on April 1, 2008. Results for the first quarter of 2008 represent 100% of the commodities-marketing businesses' earnings until the formation of the joint venture. The 2008 results included a $17 million write-down related to a counterparty credit issue.

Sempra Generation

Sempra Generation recorded business unit earnings of:

§

$43 million in the first three months of 2009

§

$45 million in the first three months of 2008

The decrease of $2 million (4%) included

§

$9 million lower earnings from operations primarily due to plant scheduled major maintenance and associated downtime in 2009; offset by

§

$8 million lower taxes related to Sempra Generation's planned solar investments and Mexican currency translation and inflation adjustments.

Sempra Pipelines & Storage

Sempra Pipelines & Storage recorded business unit earnings of:

§

$37 million in the first three months of 2009

§

$26 million in the first three months of 2008

The increase of $11 million (42%) was primarily due to

§

$9 million higher earnings from the commencement of LNG-related pipeline operations in Mexico in the second quarter of 2008; and

§

$6 million earnings from the operations of Mobile Gas acquired in October 2008; offset by

§

$7 million lower earnings due to foreign currency exchange-rate effects, primarily from its investments in Chile.

Mobile Gas typically reports its highest earnings in the first quarter, when heating demand is stronger due to colder weather.

Sempra LNG

Sempra LNG recorded losses of:

§

$7 million in the first three months of 2009

§

$9 million in the first three months of 2008

The decrease in losses of $2 million (22%) included

§

$9 million improved mark-to-market results related to a natural gas marketing agreement with RBS Sempra Commodities; offset by

§

a $10 million after-tax cash payment received in 2008 for the early termination of a capacity agreement for the Cameron LNG receipt terminal.

Parent and Other

Losses for Parent and Other were

§

$29 million in the first three months of 2009

§

$10 million in the first three months of 2008

The increase in losses of $19 million (190%) was due to:

§

$14 million higher net interest expense; and

§

$8 million higher investment losses on dedicated assets in support of our executive retirement and deferred compensation plans due to market declines. This amount is net of the reduction in deferred compensation liability associated with the investments.

CHANGES IN REVENUES, COSTS AND EARNINGS

This section contains a discussion of the differences between periods in the specific line items of the Condensed Consolidated Statements of Operations for Sempra Energy, SDG&E, PE and SoCalGas.

Sempra Utilities Revenues

The current regulatory framework permits the cost of natural gas purchased for core customers (primarily residential and small commercial and industrial customers) to be passed on to customers substantially as incurred. However, SoCalGas' Gas Cost Incentive Mechanism (GCIM) provides SoCalGas the opportunity to share in the savings and/or costs from buying natural gas for its core customers at prices below or above market-based monthly benchmarks. The mechanism permits full recovery of costs incurred when average purchase costs are within a price range around a monthly benchmark price. Any higher costs or savings realized outside this range are shared between the core customers and SoCalGas. We provide further discussion in Note 9 of the Notes to Condensed Consolidated Financial Statements herein.

The regulatory framework permits SDG&E to recover the actual cost incurred to generate or procure electricity based on annual estimates of the cost of electricity supplied to core customers. The differences in cost between estimates and actual are recovered in the next year through rates.

Sempra Utilities: Natural Gas Revenues and Cost of Natural Gas

The tables below show natural gas revenues for Sempra Energy, SDG&E and SoCalGas for the three-month periods ended March 31. The Sempra Energy amounts reflect SDG&E and SoCalGas revenues, net of intercompany transactions. Because the cost of natural gas is recovered in rates, changes in the cost are reflected in the changes in revenues.

SEMPRA ENERGY CONSOLIDATED
NATURAL GAS SALES, TRANSPORTATION AND EXCHANGE
(Volumes in billion cubic feet, dollars in millions)
                                                               Transportation
                               Natural Gas Sales                and Exchange                    Total
Customer class             Volumes          Revenue       Volumes       Revenue        Volumes        Revenue
2009:
  Residential                      95  $            851           - $             1           95  $          852
  Commercial and
industrial                         36               264         66               51          102             315
  Electric generation
plants                               -                 -        55               14           55              14
  Wholesale                          -                 -         7                2            7               2
                                  131  $          1,115        128  $            68          259           1,183
  Other revenues                                                                                              24
  Balancing accounts*                                                                                       (116)
    Total                                                                                         $        1,091
2008:
  Residential                     108  $          1,293           - $             2          108  $        1,295
  Commercial and
industrial                         36               396         73               35          109             431
  Electric generation
plants                               -                 -        58               21           58              21
  Wholesale                          -                 -         7                2            7               2
                                  144  $          1,689        138  $            60          282           1,749
  Other revenues                                                                                              44
  Balancing accounts*                                                                                         (1)
    Total                                                                                         $        1,792


* We discuss balancing accounts and their effects in Note 1 of the Notes to Consolidated Financial Statements in the Annual Report.

During the three months ended March 31, 2009, our natural gas revenues decreased by $701 million (39%) to $1.1 billion, and the cost of natural gas decreased by $695 million (56%) to $540 million. The decrease in revenues was primarily due to substantially lower natural gas prices in 2009. To a lesser extent, the decrease was due to lower sales volumes resulting from a milder winter in 2009.

SDG&E
NATURAL GAS SALES, TRANSPORTATION AND EXCHANGE
(Volumes in billion cubic feet, dollars in millions)
                                                   Transportation
                              Natural Gas Sales     and Exchange          Total
Customer class                Volumes   Revenue   Volumes   Revenue  Volumes Revenue
2009:
  Residential                       11  $   127          - $       -     11  $   127
  Commercial and industrial          5       37         2         3       7       40
  Electric generation plants          -        -       17         5      17        5
                                    16  $   164        19  $      8      35      172
  Other revenues                                                                   8
  Balancing accounts                                                              (1)
    Total*                                                                   $   179
2008:
  Residential                       14  $   180          - $       -     14  $   180
  Commercial and industrial          5       56         2         3       7       59
  Electric generation plants          -        -       18         7      18        7
                                    19  $   236        20  $     10      39      246
  Other revenues                                                                   6
  Balancing accounts                                                              (7)
    Total*                                                                   $   245


* Includes sales to affiliates of $1 million in 2008.

During the three months ended March 31, 2009, SDG&E's natural gas revenues decreased by $66 million (27%) to $179 million, and the cost of natural gas decreased by $65 million (43%) to $87 million. The decrease in revenues was primarily due to substantially lower natural gas prices in 2009 and, to a lesser extent, lower volumes resulting from a milder winter in 2009.

SOCALGAS
NATURAL GAS SALES, TRANSPORTATION AND EXCHANGE
(Volumes in billion cubic feet, dollars in millions)
                                                   Transportation
                              Natural Gas Sales     and Exchange           Total
Customer class               Volumes   Revenue    Volumes   Revenue  Volumes  Revenue
2009:
  Residential                     84  $     724          - $      1      84  $    725
  Commercial and industrial       31        227        64        48      95       275
  Electric generation plants        -          -       38         9      38         9
  Wholesale                         -          -       40         4      40         4
                                 115  $     951       142  $     62     257     1,013
  Other revenues                                                                   22
  Balancing accounts                                                             (115)
    Total*                                                                   $    920
2008:
  Residential                     94  $   1,113          - $      2      94  $  1,115
  Commercial and industrial       31        340        71        32     102       372
  Electric generation plants        -          -       40        14      40        14
  Wholesale                         -          -       44         6      44         6
                                 125  $   1,453       155  $     54     280     1,507
  Other revenues                                                                   43
  Balancing accounts                                                                6
    Total*                                                                   $  1,556


* Includes sales to affiliates of $8 million in each of 2009 and 2008.

During the three months ended March 31, 2009, SoCalGas' natural gas revenues decreased by $636 million (41%) to $920 million, and the cost of natural gas decreased by $632 million (58%) to $455 million. The decrease in revenues was primarily due to substantially lower natural gas prices in 2009 and, to a lesser extent, lower volumes resulting from a milder winter in 2009.

Sempra Utilities: Electric Revenues and Cost of Electric Fuel and Purchased Power

The table below shows electric revenues for Sempra Energy and SDG&E. Sempra Energy amounts are net of intercompany transactions. Because the cost of electricity is substantially recovered in rates, changes in the cost are reflected in the changes in revenues.

During the three months ended March 31, 2009, electric revenues increased by $53 million (11%) to $551 million at Sempra Energy and by $52 million (10%) to $553 million at SDG&E, and the cost of electric fuel and purchased power increased by $8 million (5%) to $171 million. The increase in revenues was primarily due to:

§

$24 million due to the implementation of the 2008 GRC decision in the third quarter of 2008;

§

$13 million higher authorized electric distribution, transmission and generation margins;

§

$8 million increase in cost of electric fuel and purchased power; and

§

$6 million higher recoverable expenses that are fully offset in operation and maintenance expenses.

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