SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
AMENDMENT 1
(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, 1993
----------------------------------------------------
OR
[ ] Transition report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the transition period from to
------ ------
Commission File Number 1-3779
San Diego Gas & Electric Company
(Exact name of registrant as specified in its charter)
CALIFORNIA
(State or other jurisdiction of incorporation or organization)
95-1184800
(I.R.S. Employer Identification No.)
101 Ash Street, San Diego, California
(Address of principal executive offices)
92101
(Zip code)
(619) 696-2000
(Registrant's telephone number, including area code)
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Title of each class Name of each exchange on which registered
Preference Stock (Cumulative) Without
Par Value (except $1.70 and $1.7625
Series) American and Pacific
Cumulative Preferred Stock, $20 Par
Value (except 4.60% Series) American and Pacific
Common Stock, Without Par Value New York and Pacific
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. [ ]
Aggregate market value of the voting stock held by non-affiliates of the
registrant as of January 31, 1994:
Common Stock $2.8 Billion
Preferred Stock $ 18 Million
As of January 31, 1994, there were 116,480,387 shares of common stock, without
par value, outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the 1993 Annual Report to Shareholders are incorporated by reference
into Parts I, II, and IV.
Portions of the March 1994 Proxy Statement prepared for the April 1994 annual
meeting of shareholders are incorporated by reference into Part III.
<PAGE>
SAN DIEGO GAS & ELECTRIC COMPANY
FORM 10K/A
AMENDMENT 1
The undersigned registrant hereby amends Part IV, Item 14(a)2 - Financial
Statement Schedules of its Annual Report for 1993 on Form 10-K as set forth in
the pages attached hereto.
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to be signed on its behalf by the
undersigned thereunto duly authorized.
SAN DIEGO GAS & ELECTRIC COMPANY
(Registrant)
April 7, 1994 By: /s/ F.H. Ault
------------------------------
(Signature)
F.H. Ault,
Vice President and Controller
<PAGE>
PART IV
Item 14. 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*
Responsibility Report for the Consolidated Financial Statements. . . . . . 24
Statements of Consolidated Income for the years ended
December 31, 1993, 1992 and 1991. . . . . . . . . . . . . . . . . . . . . 25
Consolidated Balance Sheets at December 31, 1993 and 1992. . . . . . . . . 26
Statements of Consolidated Cash Flows for the years ended
December 31, 1993, 1992 and 1991. . . . . . . . . . . . . . . . . . . . . 27
Statements of Consolidated Changes in Capital Stock and Retained
Earnings for the years ended December 31, 1993, 1992 and 1991. . . . . . . 28
Statements of Consolidated Capital Stock at
December 31, 1993 and 1992. . . . . . . . . . . . . . . . . . . . . . . . 29
Statements of Consolidated Long-Term Debt at
December 31, 1993 and 1992. . . . . . . . . . . . . . . . . . . . . . . . 30
Statements of Consolidated Financial Information by Segments
of Business for the years ended December 31, 1993, 1992 and 1991. . . . . 31
Notes to Consolidated Financial Statements. . . . . . . . . . . . . . . . 32
Independent Auditors' Report . . . . . . . . . . . . . . . . . . . . . . . 38
Quarterly Financial Data (Unaudited). . . . . . . . . . . . . . . . . . . 39
*Incorporated by reference from the indicated pages of the 1993 Annual Report to
Shareholders.
2. Financial statement schedules
The following schedules for the years ended December 31, 1993, 1992 and 1991 and
the related independent auditors' report are hereby filed as an amendment to
this report:
Page Herein
Schedule II Amounts Receivable from Related Parties and Underwriters,
Promoters and Employees . . . . . . . . . . . . . . . . 4
Schedules V and VI Property, Plant and Equipment; and Accumulated
Depreciation, Depletion and Amortization of Property,
Plant and Equipment . . . . . . . . . . . . . . . . . . 5
Schedule VIII Valuation and Qualifying Accounts . . . . . . . . . . . 8
Schedule IX Short-Term Borrowings . . . . . . . . . . . . . . . . . 8
Schedule X Supplementary Income Statement Information . . . . . . 8
Independent Auditors' Report on Financial Statement
Schedules . . . . . . . . . . . . . . . . . . . . . . . 9
All other schedules are omitted because of the absence of the conditions under
which they are required or because the required information is included in the
consolidated financial statements and the notes to consolidated financial
statements included herein.
<PAGE>
<TABLE>
Schedule II
SAN DIEGO GAS & ELECTRIC COMPANY
YEARS ENDED DECEMBER 31, 1993, 1992 AND 1991
AMOUNTS RECEIVABLE FROM RELATED PARTIES AND UNDERWRITERS,
PROMOTERS AND EMPLOYEES
<CAPTION>
Balance at Balance at
Beginning End
of Period Additions Deductions of Period
--------- --------- ---------------------- -------------
Amounts Amounts Not
Name of Debtor Collected Written Off Current Current
- -------------- --------- ----------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
For the year ended December 31,
1993:
Huta, Henry $225,000 $225,000
Middleton, Vincent 175,000 175,000
Hearndon, Trevor <F2> 192,152 $116,052 $ 2,225 <F6> 73,875
Lang, Frederick 110,000 110,000
Wilson, Charles <F5> 175,000 175,000
Guffre, John <F5> 135,000 135,000
Pollock, William <F5> 170,000 170,000
For the year ended December 31,
1992:
Huta, Henry 45,000 $180,000 <F1> 225,000
Middleton, Vincent 201,818 175,000 <F1> 201,818 175,000
Hearndon, Trevor <F2> 235,910 <F1> 43,758 <F3> $116,052 76,100
Lang, Frederick 110,000 <F7> 110,000
Wilson, Charles 397,652 175,000 <F1> 397,652 175,000
Guffre, John 33,500 101,500 <F1> 135,000
Pollock, William 35,000 135,000 <F1> 170,000
For the year ended December 31,
1991:
Huta, Henry 45,000 <F1> 45,000
Wilson, Charles 397,652 <F4> 397,652
Middleton, Vincent 212,467 <F4> 10,649 201,818
Guffre, John 33,500 <F1> 33,500
Pollock, William 35,000 <F1> 35,000
</TABLE>
[FN]
<F1> The non-interest bearing loan made under Pacific Diversified Capital
Company's relocation plan is payable after six years and is secured by a
second trust deed on the employee's residence.
<F2> The transactions were denominated in British pound sterling.
<F3> Terms of initial loan provided for direct reduction of loan repayment
equal to the loss on the employee's residence.
<F4> This unsecured, non-interest bearing loan was made under Pacific
Diversified Capital Company's relocation plan and is payable upon the
sale of the employee's previous residence.
<F5> During 1993 this individual's employment with Pacific Diversified Capital
Company ended.
<F6> Foreign currency adjustment
<F7> This currently unsecured, non-interest bearing loan was made in
conjunction with this individual's employment contract. Terms of the
loan provide for its complete forgiveness by June 1, 1996 assuming
certain employment criteria have been met.
<PAGE>
<TABLE>
Schedules V and VI
SAN DIEGO GAS & ELECTRIC COMPANY
PROPERTY, PLANT AND EQUIPMENT
YEAR ENDED DECEMBER 31, 1993
(Millions of Dollars)
<CAPTION>
Other
Balance Additions Retirements Increases Balance
Classification 1/1/93 At Cost At Cost (Decreases) 12/31/93
- -------------- --------- ---------- ------------ ----------- --------
<S> <C> <C> <C> <C> <C>
PROPERTY, PLANT AND EQUIPMENT
- -----------------------------
Electric, steam and common:
Production $1,610 $ 40 $38 $ 3 $1,615
Transmission 556 37 1 592
Distribution 1,684 159 13 1,830
General 221 35 4 (3) 249
Work in progress 125 40 165
--------- ---------- ----------- ---------- --------
Total 4,196 311 56 - 4,451
--------- ---------- ----------- ---------- --------
Gas:
Storage 2 2
Transmission 70 3 73
Distribution 528 32 2 558
General 6 6
Work in progress 17 27 44
--------- ---------- ---------- ---------- ---------
Total 623 62 2 - 683
--------- ---------- ---------- ---------- ---------
TOTAL $4,819 $373 $58 $ - $5,134
========= ========== ========== ========== =========
ACCUMULATED DEPRECIATION AND
- ----------------------------
AMORTIZATION
- ------------
Electric, steam and common:
Production $ 772 $ 94 $40 $25 $ 851
Transmission 181 17 2 196
Distribution 540 74 21 593
General 80 14 4 (3) 87
--------- ---------- ---------- ---------- ---------
Total 1,573 199 67 22 <F1> 1,727
--------- ---------- ---------- ---------- ---------
Gas:
Storage 2 2
Transmission 25 3 28
Distribution 237 21 2 256
General 3 1 4
--------- ---------- ---------- ---------- ---------
Total 267 25 2 - 290
--------- ---------- ---------- ---------- ---------
TOTAL $1,840 $224 $69 $22 $2,017
========= ========== ========== ========== =========
</TABLE>
[FN]
<F1> Income earned by the externally managed trust funds established for the
decommissioning of San Onofre Nuclear Generating Station.
<PAGE>
<TABLE>
Schedules V and VI
SAN DIEGO GAS & ELECTRIC COMPANY
PROPERTY, PLANT AND EQUIPMENT
YEAR ENDED DECEMBER 31, 1992
(Millions of Dollars)
<CAPTION>
Other
Balance Additions Retirements Increases Balance
Classification 1/1/92 At Cost At Cost (Decreases) 12/31/92
- --------------- --------- ---------- ----------- ----------- ---------
<S> <C> <C> <C> <C> <C>
PROPERTY, PLANT AND EQUIPMENT
- -----------------------------
Electric, steam and common:
Production $1,834 $ 38 $262 $ $1,610
Transmission 535 16 1 6 556
Distribution 1,567 135 12 (6) 1,684
General 212 16 7 221
Work in progress 92 38 5 125
-------- ---------- ---------- ----------- --------
Total 4,240 243 287 - 4,196
-------- ---------- ---------- ----------- --------
Gas:
Storage 2 2
Transmission 68 2 70
Distribution 500 29 1 528
General 5 1 6
Work in progress 8 9 17
-------- ---------- --------- ------------ --------
Total 583 41 1 - 623
-------- ---------- --------- ------------ --------
TOTAL $4,823 $284 $288 $ - $4,819
======== ========== ========= ============ ========
ACCUMULATED DEPRECIATION AND
- ----------------------------
AMORTIZATION
- ------------
Electric, steam and common:
Production $ 821 $104 $162 $ 9 $ 772
Transmission 162 18 1 2 181
Distribution 496 65 19 (2) 540
General 69 14 3 80
-------- --------- ---------- ---------- --------
Total 1,548 201 185 9 <F1> 1,573
-------- --------- ---------- ---------- --------
Gas:
Storage 1 (1) 2
Transmission 23 2 25
Distribution 216 23 2 237
General 3 3
-------- -------- --------- ---------- --------
Total 243 25 1 - 267
-------- -------- --------- ---------- --------
TOTAL $1,791 $226 $186 $ 9 $1,840
======== ======== ========= ========== ========
</TABLE>
[FN]
<F1> Income earned by the externally managed trust funds established for the
decommissioning of San Onofre Nuclear Generating Station.
<PAGE>
<TABLE>
Schedules V AND VI
SAN DIEGO GAS & ELECTRIC COMPANY
PROPERTY, PLANT AND EQUIPMENT
YEAR ENDED DECEMBER 31, 1991
(Millions of Dollars)
<CAPTION>
Other
Balance Additions Retirements Increases Balance
Classification 1/1/91 At Cost At Cost (Decreases) 12/31/91
- --------------- --------- --------- ----------- ----------- ---------
<S> <C> <C> <C> <C> <C>
PROPERTY, PLANT AND EQUIPMENT
- -----------------------------
Electric, steam and common:
Production $1,768 $ 70 $ 6 $ 2 $1,834
Transmission 500 31 2 6 535
Distribution 1,464 116 10 (3) 1,567
General 203 13 1 (3) 212
Held for future use 1 (1)
Work in progress 101 (9) (1) (1) 92
--------- --------- ----------- ----------- ---------
Total 4,037 221 18 - 4,240
--------- --------- ----------- ----------- ---------
Gas:
Storage 17 15 2
Transmission 53 15 68
Distribution 468 34 1 (1) 500
General 3 1 1 5
Work in progress 16 (8) 8
--------- --------- ----------- ----------- ---------
Total 557 42 16 - 583
--------- --------- ----------- ----------- ---------
TOTAL $4,594 $263 $34 $ - $4,823
========= ========= =========== =========== =========
ACCUMULATED DEPRECIATION AND
- ----------------------------
AMORTIZATION
- ------------
Electric, steam and common:
Production $ 715 $105 $ 7 $ 8 $ 821
Transmission 148 17 3 162
Distribution 450 61 15 496
General 56 13 69
--------- --------- ----------- ----------- ---------
Total 1,369 196 25 8 <F1> 1,548
--------- --------- ----------- ----------- ---------
Gas:
Storage 16 15 1
Transmission 21 2 23
Distribution 197 22 3 216
General 3 3
--------- --------- ----------- ----------- ---------
Total 237 24 18 - 243
--------- --------- ----------- ----------- ---------
TOTAL $1,606 $220 $43 $ 8 $1,791
========= ========= =========== =========== =========
</TABLE>
[FN]
<F1> Income earned by the externally managed trust funds established for the
decommissioning of San Onofre Nuclear Generating Station.
<PAGE>
<TABLE>
Schedules VIII, IX and X
SAN DIEGO GAS AND ELECTRIC COMPANY
----------------------------------
YEARS ENDED DECEMBER 31, 1993, 1992 AND 1991
--------------------------------------------
(Thousands of Dollars)
SCHEDULE VIII - VALUATION AND QUALIFYING ACCOUNTS
-------------------------------------------------
<CAPTION>
Allowance for doubtful accounts Balance at Charged to Deductions Balance at
(deducted from accounts receivable): Beginning of Year Operating Expenses <F1> End of Year
----------------- ------------------ ---------- -----------
<S> <C> <C> <C> <C>
1993 $2,154 $6,001 $5,745 $2,410
====== ====== ====== ======
1992 $2,145 $5,017 $5,008 $2,154
====== ====== ====== ======
1991 $1,862 $5,302 $5,019 $2,145
====== ====== ====== ======
</TABLE>
<TABLE>
SCHEDULE IX - SHORT-TERM BORROWINGS
-----------------------------------
<CAPTION>
Amount Outstanding
During the Year
----------------------
Weighted Daily Average
Category of Aggregate Balances at Average Interest Daily Interest Rate During the
Short-term Borrowings end of year Rate (%) Maximum Average <F2> Year (%) <F3>
--------------------- ----------- ---------------- --------- ----------- ------------------------
<S> <C> <C> <C> <C> <C>
1993 Commercial paper $ - - $ 70,000 $10,383 3.2
Payable to banks 131,197 4.0 138,899 57,755 4.2
1992 Commercial paper 68,800 3.7 73,000 24,817 3.9
Payable to banks 13,949 6.0 21,750 14,513 5.7
1991 Commercial paper 37,300 5.6 85,000 45,247 6.1
Payable to banks 6,607 6.5 15,646 6,428 8.5
</TABLE>
SCHEDULE X - SUPPLEMENTARY INCOME STATEMENT INFORMATION
-------------------------------------------------------
Item Charged to Costs and Expenses
-------------- --------------------------------------------
1993 1992 1991
---- ---- ----
Property Taxes $37,468 $38,632 $38,028
======= ======= =======
[FN]
<F1> Accounts charged off during the year, net of recoveries of accounts
previously charged off.
<F2> Computed by dividing the total of daily outstanding principal balances by
the number of days in the year.
<F3> Computed by dividing the total interest expense by the average amount
outstanding. Excludes commitment fee of $99,753 for 1993, $142,000 for
1992 and $154,000 for 1991.
<PAGE>
INDEPENDENT AUDITORS' REPORT
San Diego Gas & Electric Company
We have audited the consolidated financial statements of San Diego Gas &
Electric Company and subsidiaries as of December 31, 1993 and 1992, and for
each of the three years in the period ended December 31, 1993, and have issued
our report thereon dated February 25, 1994; which expresses an unqualified
opinion and contains an explanatory paragraph referring to the Company's
consideration of alternative strategies for its 80 percent owned subsidiary,
Wahlco Environmental Systems, Inc.; such financial statements and report are
included in your 1993 Annual Report to Shareholders and incorporated by
reference as part of the Company's previously filed Annual Report on Form
10-K for the year ended December 31, 1993. Our audits also included the
consolidated financial statement schedules of San Diego Gas & Electric
Company and its subsidiaries, listed on page 3 of this Form 10K/A Amendment 1.
These consolidated financial statement schedules are the responsibility of the
Company's management. Our responsibility is to express an opinion based on our
audits. In our opinion, such consolidated financial statement schedules,
when considered in relation to the basic consolidated financial statements
taken as a whole, present fairly in all material respects the information set
forth therein.
DELOITTE & TOUCHE
San Diego, California
February 25, 1994
<PAGE>
3. Exhibits
The Forms 8, 8-K, 10-K and 10-Q referred to herein were filed under Commission
File Number 1-3779.
Exhibit 3 -- Bylaws and Articles of Incorporation
Bylaws
3.1 Restated Bylaws - December 20, 1993
Articles of Incorporation
3.2 Restated Articles of Incorporation - December 2, 1992 (Incorporated
by reference from SDG&E's 1992 Form 10-K, Ex 3.2)
3.3 Certificate of Determination of Preferences of Preference Stock
(cumulative), $1.82 series, without par value, of San Diego Gas &
Electric Company.
3.4 Certificate of Determination of Preferences of Preference Stock
(cumulative), $1.70 series, without par value, of San Diego Gas &
Electric Company.
Exhibit 4 -- Instruments Defining the Rights of Security Holders, Including
Indentures
4.1 Mortgage and Deed of Trust dated July 1, 1940. (Incorporated by
reference from Registration No. 2-49810, Ex. 2A.)
4.2 Second Supplemental Indenture dated as of March 1, 1948. (Incorporated
by reference from Registration No. 2-49810, Ex. 2C.)
4.3 Ninth Supplemental Indenture dated as of August 1, 1968. (Incorporated
by reference from Registration No. 2-68420, Ex. 2D.)
4.4 Tenth Supplemental Indenture dated as of December 1, 1968.
(Incorporated by reference from Registration No. 2-36042, Ex. 2K.)
4.5 Sixteenth Supplemental Indenture dated August 28, 1975. (Incorporated
by reference from Registration No. 2-68420, Ex. 2E.)
4.6 Thirtieth Supplemental Indenture dated September 28, 1983.
(Incorporated by reference from Registration No. 33-34017, Ex. 4.3.)
Exhibit 10 -- Material Contracts
10.1 Form of San Diego Gas & Electric Company Deferred Compensation
Agreement for Officers #3 (1994 compensation).
10.2 Form of San Diego Gas & Electric Company Deferred Compensation
Agreement for Officers #1 (1994 compensation, 1995 incentive).
10.3 Form of San Diego Gas & Electric Company Deferred Compensation
Agreement for Nonemployee Directors (1994 compensation).
<PAGE>
10.4 Form of San Diego Gas & Electric Company 1986 Long-Term Incentive Plan
1993 restricted stock award agreement.
10.5 Supplemental Executive Retirement Plan adopted on July 15, 1981 and
amended on April 24, 1985, October 20, 1986, April 28, 1987,
October 24, 1988, November 21, 1988, October 28, 1991, May 28, 1992,
May 24, 1993 and November 22, 1993.
10.6 Amended 1986 Long-Term Incentive Plan, Restatement as of October 25,
1993.
10.7 Loan agreement with CIBC Inc. dated as of December 1, 1993.
10.8 Amendment to San Diego Gas & Electric Company and Southern California
Gas Company Restated Long-Term Wholesale Natural Gas Service Contract
(see Exhibit 10.53) dated March 26, 1993.
The following exhibits are incorporated by reference from SDG&E's June 30, 1993
Form 10-Q as referenced below.
10.9 Loan agreement with the California Pollution Control Financing
Authority in connection with the issuance of $80 million of
Pollution Control Bonds dated as of June 1, 1993 (Exhibit 10.1).
10.10 Loan agreement with the City of San Diego in connection with the
issuance of $92.7 million of Industrial Development Bonds 1993 Series
C dated as of July 1, 1993 (Exhibit 10.2).
The following exhibits are incorporated by reference from SDG&E's March 31,
1993 Form 10-Q as referenced below.
10.11 Loan agreement with Mellon Bank, N.A dated as of April 15, 1993
(Exhibit 10.1).
10.12 Loan agreement with First Interstate Bank dated as of April 15, 1993
(Exhibit 10.2).
10.13 Loan agreement with the City of San Diego in connection with the
issuance of Industrial Development Bonds 1993 Series A dated as of
April 1, 1993 (Exhibit 10.3).
10.14 Loan agreement with the City of San Diego in connection with the
issuance of Industrial Development Bonds 1993 Series B dated as of
April 1, 1993 (Exhibit 10.4).
The following exhibits are incorporated by reference from SDG&E's 1992 Form
10-K as referenced below.
10.15 Form of San Diego Gas & Electric Company Deferred Compensation
Agreement for Officers #3 (1993 compensation) (Exhibit 10.1).
10.16 Form of San Diego Gas & Electric Company Deferred Compensation
Agreement for Officers #1 (1993 compensation, 1994 incentive)
(Exhibit 10.2).
10.17 Form of San Diego Gas & Electric Company Deferred Compensation
Agreement for Nonemployee Directors (1993 compensation)
(Exhibit 10.3).
<PAGE>
10.18 Form of San Diego Gas & Electric Company 1986 Long-Term Incentive Plan
1992 restricted stock award agreement (Exhibit 10.4).
10.19 Loan agreement with the City of Chula Vista in connection with the
issuance of $250 million of Industrial Development Revenue Bonds,
dated as of December 1, 1992 (Exhibit 10.5).
10.20 Loan agreement with the City of San Diego in connection with the
issuance of $25 million of Industrial Development Revenue Bonds, dated
as of September 1, 1987 (Exhibit 10.6).
10.21 Nuclear Facilities Qualified CPUC Decommissioning Master Trust
Agreement for San Onofre Nuclear Generating Station, approved
November 25, 1987 (Exhibit 10.7).
10.22 Nuclear Facilities Non-Qualified CPUC Decommissioning Master Trust
Agreement for San Onofre Nuclear Generating Station, approved November
25, 1987 (Exhibit 10.8).
10.23 Amended 1986 Long-Term Incentive Plan (Exhibit 10.9).
10.24 Loan agreement between Mellon Bank, N.A. and San Diego Gas & Electric
Company dated December 15, 1992, as amended (Exhibit 10.10).
10.25 Fuel Lease dated as of September 8, 1983 between SONGS Fuel Company,
as Lessor and San Diego Gas & Electric Company, as Lessee, and
Amendment No. 1 to Fuel Lease, dated September 14, 1984 and
Amendment No. 2 to Fuel Lease, dated March 2, 1987 (Exhibit 10.11).
The following exhibit is incorporated by reference from SDG&E's September 30,
1992 Form 10-Q as referenced below.
10.26 Loan Agreement with the City of San Diego in connection with the
issuance of $118.6 million of Industrial Development Revenue Bonds
dated as of September 1, 1992 (Exhibit 10.1).
The following exhibits are incorporated by reference from SDG&E's 1991 Form 10-K
as referenced below.
10.27 Gas Purchase Agreement, dated March 12, 1991 between Husky Oil
Operations Limited and San Diego Gas & Electric Company
(Exhibit 10.1).
10.28 Gas Purchase Agreement, dated March 12, 1991 between Canadian Hunter
Marketing Limited and San Diego Gas & Electric Company (Exhibit 10.2).
10.29 Gas Purchase Agreement, dated March 12, 1991 between Bow Valley
Industries Limited and San Diego Gas & Electric Company (Exhibit 10.3).
10.30 Gas Purchase Agreement, dated March 12, 1991 between Summit Resources
Limited and San Diego Gas & Electric Company (Exhibit 10.4).
<PAGE>
10.31 Service Agreement Applicable to Firm Transportation Service under Rate
Schedule FS-1, dated May 31, 1991 between Alberta Natural Gas Company
Ltd. and San Diego Gas & Electric Company (Exhibit 10.5).
10.32 Firm Transportation Service Agreement, dated December 31, 1991 between
Pacific Gas and Electric Company and San Diego Gas & Electric Company
(Exhibit 10.7).
10.33 Supplemental Executive Retirement Plan adopted on July 15, 1981 and
amended on April 24, 1985, October 20, 1986, April 28, 1987,
October 24, 1988, November 21, 1988 and October 28, 1991
(Exhibit 10.8).
10.34 Uranium enrichment services contract between the U. S. Department of
Energy 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 by modifications dated September 13, 1985,
January 8, April 10, June 17 and August 8, 1986, March 26, 1987,
February 20 and July 25, 1990, and October 7, 1991 (Exhibit 10.9).
10.35 Loan agreement with California Pollution Control Financing Authority,
dated as of December 1, 1985, in connection with the issuance of $35
million of pollution control bonds (Exhibit 10.10).
10.36 Loan agreement with California Pollution Control Financing Authority,
dated as of December 1, 1991, in connection with the issuance of $14.4
million of pollution control bonds (Exhibit 10.11).
10.37 Form of San Diego Gas & Electric Company Deferred Compensation
Agreement for Officers #3 (1992 compensation) (Exhibit 10.16).
10.38 Form of San Diego Gas & Electric Company Deferred Compensation
Agreement for Officers #1 (1992 compensation, 1993 incentive)
(Exhibit 10.17).
10.39 Form of San Diego Gas & Electric Company Deferred Compensation
Agreement for Nonemployee Directors (1992 compensation)
(Exhibit 10.18).
10.40 Form of San Diego Gas & Electric Company Deferred Compensation
Agreement for Officers #1 (1991 compensation, 1992 incentive)
(Exhibit 10.20).
10.41 Loan agreement with the City of San Diego in connection with the
issuance of $44.25 million of Industrial Development Revenue Bonds,
dated as of July 1, 1986 (Exhibit 10.36).
10.42 Loan agreement with the City of San Diego in connection with the
issuance of $81.35 million of Industrial Development Revenue Bonds,
dated as of December 1, 1986 (Exhibit 10.37).
10.43 Loan agreement with the City of San Diego in connection with the
issuance of $100 million of Industrial Development Revenue Bonds,
dated as of September 1, 1985 (Exhibit 10.38).
10.44 Executive Incentive Plan dated April 23, 1985 (Exhibit 10.39).
<PAGE>
10.45 Loan agreement with California Pollution Control Financing Authority
dated as of December 1, 1984, in connection with the issuance of $27
million of pollution control bonds (Exhibit 10.40).
10.46 Loan agreement with California Pollution Control Financing Authority
dated as of May 1, 1984, in connection with the issuance of $53
million of pollution control bonds (Exhibit 10.41).
10.47 Lease agreement dated as of July 14, 1975 with New England Mutual Life
Insurance Company, as lessor (Exhibit 10.42).
The following exhibit is incorporated by reference from SDG&E's March 31, 1991
Form 10-Q as referenced below.
10.48 Firm Transportation Service Agreement, dated April 25, 1991 between
Pacific Gas Transmission Company and San Diego Gas & Electric Company
(Exhibit 28.2).
The following exhibits are incorporated by reference from SDG&E's 1990 Form 10-K
as referenced below.
10.49 Agreement dated March 19, 1987, for the Purchase and Sale of Uranium
Concentrates between SDG&E and Saarberg-Interplan Uran GmbH (assigned
to Pathfinder Mines Corporation in June 1993) (Exhibit 10.5).
10.50 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 (Exhibit 10.6).
10.51 San Diego Gas & Electric Company Retirement Plan for Directors, adopted
December 17, 1990 Exhibit 10.7).
10.52 San Diego Gas & Electric Company Executive Severance Allowance Plan, as
Amended and Restated, December 17, 1990 (Exhibit 10.8).
10.53 San Diego Gas & Electric Company and Southern California Gas Company
Restated Long-Term Wholesale Natural Gas Service Contract, dated
September 1, 1990 (Exhibit 10.9).
The following exhibits are incorporated by reference from SDG&E's 1989 Form 10-K
as referenced below.
10.54 Amendment to the San Diego Gas & Electric Company 1986 Long-Term
Incentive Plan adopted January 23, 1989 (Exhibit 10B).
10.55 Loan agreement between San Diego Trust & Savings Bank and SDG&E dated
January 1, 1989 as amended (Exhibit 10H).
10.56 Loan agreement between Union Bank and SDG&E dated November 1, 1988 as
amended (Exhibit 10I).
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10.57 Loan agreement between Bank of America National Trust & Savings
Association and SDG&E dated November 1, 1988 as amended (Exhibit 10J).
10.58 Loan agreement between First Interstate Bank of California and SDG&E
dated November 1, 1988 as amended (Exhibit 10K).
The following exhibits are incorporated by reference from SDG&E's 1988 Form 10-K
as referenced below.
10.59 Severance Plan as amended August 22, 1988 (Exhibit 10A).
10.60 U. S. Navy contract for electric service, Contract
N62474-70-C-1200-P00414, dated September 29, 1988 (Exhibit 10C).
10.61 Employment agreement between San Diego Gas & Electric Company and
Thomas A. Page, dated June 15, 1988 (Exhibit 10E).
10.62 Public Service Company of New Mexico and San Diego Gas & Electric
Company 1988-2001 100 MW System Power Agreement dated November 4, 1985
and Letter of Agreement dated April 28, 1986, June 4, 1986 and
June 18, 1986 (Exhibit 10H).
10.63 San Diego Gas & Electric Company and Portland General Electric Company
Long-Term Power Sale and Transmission Service agreements dated
November 5, 1985 (Exhibit 10I).
10.64 Comision Federal de Electricidad and San Diego Gas & Electric Company
Contract for the Purchase and Sale of Electric Capacity and Energy
dated November 20, 1980 and additional Agreement to the contract
dated March 22, 1985 (Exhibit 10J).
10.65 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 (Exhibit 10N).
10.66 Agreement with Arizona Public Service Company for Arizona transmission
system participation agreement - contract 790116 (Exhibit 10P).
10.67 City of San Diego Electric Franchise (Ordinance No.10466)
(Exhibit 10Q).
10.68 City of San Diego Gas Franchise (Ordinance No.10465) (Exhibit 10R).
10.69 County of San Diego Electric Franchise (Ordinance No.3207) (Exhibit
10S).
10.70 County of San Diego Gas Franchise (Ordinance No.5669) (Exhibit 10T).
10.71 Supplemental Pension Agreement with Thomas A. Page, dated as of April
3, 1978 (Exhibit 10V).
10.72 Lease agreement dated as of June 15, 1978 with Lloyds Bank California,
as owner-trustee and lessor - Exhibit B to financing agreement of
SDG&E's Encina Unit 5 equipment trust (Exhibit 10W).
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Exhibit 12 -- Statement re computation of ratios
12.1 Computation of Ratio of Earnings to Combined Fixed Charges and
Preferred Stock Dividends for the years ended December 31, 1993,
1992, 1991, 1990 and 1989.
Exhibit 13 -- The financial statements and other documents listed under Part IV
Item 14(a)1. and Management's Discussion and Analysis of
Financial Condition and Results of Operations listed under
Part II Item 7 of this form 10-K are incorporated by reference
from the 1993 Annual Report to Shareholders.
Exhibit 22 - Subsidiaries - See "Part I, Item 1. Description of Business."
Exhibit 24 - Independent Auditors' Consent, Page 37.
(b) Reports on Form 8-K:
A Current Report on Form 8-K was filed on December 22, 1993 to report the
resignation of Douglas O. Allred from SDG&E's Board of Directors.
