…SDG&E’s ownership interest in SONGS and the long-term power supply contracts are intangible assets in that the primary discretionary operational control of these generating assets does not reside with SDG&E and in that SDG&E holds no ownership interest in the QFs or out-of-state utilities that produce electricity under the power supply contracts and only a passive ownership interest in SONGS. (SDG&E and the other SONGS co-owners sit on an owners committee that periodically meets for discussion and review of operational issues, but SDG&E and the Cities of Riverside and Anaheim are not involved in day-to-day decisions concerning SONGS operations.) …

Under the SONGS Agreements, Edison has been designated the Operating Agent. As such, Edison is primarily solely responsible for operating and maintaining the SONGS facility, for conducting required capital improvements, arranging for nuclear fuel, and refueling of the units. Edison’s responsibilities also include managing SONGS personnel, personnel training, procurement, quality assurance, ensuring that adequate support resources are available, and settling claims. The specific duties and responsibilities of Edison, as the Operating Agent, and the other co-owners, including SDG&E, are set forth in the SONGS Ownership Agreement, dated October 5, 1967, the San Onofre Units 2 and 3 Participation Agreement, dated November 1, 1997, and the Second Amended San Onofre Operating Agreement, dated February 26, 1987. SDG&E, as a co-owner, has certain responsibilities related to operating and maintaining the SONGS facility as described in the SONGS Agreements.

Again, the sale of the power contracts and the interest in SONGS would not change the underlying operations of the electricity generating facilities involved since they would not be primarily controlled by the new owner.

SDG&E does not now manage or control the daily operations of SONGS or of the electricity generating facilities that produce the power covered by the power supply contracts.