ITEM 1. BUSINESS
PACIFIC ENTERPRISES
Pacific Enterprises is a Los Angeles-based utility holding company primarily engaged in supplying natural gas throughout most of southern and portions of central California. These operations are conducted through Southern California Gas Company, the nation's largest natural gas distribution utility. Through other subsidiaries, Pacific Enterprises is also engaged in interstate and offshore natural gas transmission and in alternate energy development.
Pacific Enterprises was incorporated in California in 1907 as the successor to a corporation organized in 1886. Its principal executive offices are located at 555 West Fifth Street, Los Angeles, California 90013-1011 and its telephone number is (213) 895-5000.
SOUTHERN CALIFORNIA GAS COMPANY
Pacific Enterprises' principal subsidiary is Southern California Gas Company ("SoCalGas"), a public utility owning and operating a natural gas distribution, transmission and storage system that supplies natural gas in 535 cities and communities throughout most of southern California and parts of central California. SoCalGas is the nation's largest natural gas distribution utility, providing gas service to approximately 17 million residential, commercial, industrial, utility electric generation and wholesale customers through approximately 4.7 million meters in a 23,000-square mile service area.
SoCalGas is subject to regulation by the California Public Utilities Commission (CPUC) which, among other things, establishes rates SoCalGas may charge for gas service, including an authorized rate of return on investment. Under current ratemaking policies, SoCalGas' future earnings and cash flow will be determined primarily by the allowed rate of return on common equity, the growth in rate base, noncore market pricing and the variance in gas volumes delivered to these noncore customers versus CPUC-adopted forecast deliveries and the ability of management to control expenses and investment in line with the amounts authorized by the CPUC to be collected in rates. The impact of any future regulatory restructuring, such as performance based ratemaking ("PBR") (See "Rates and Regulation"), and increased competitiveness in the industry, including the continuing threat of customers bypassing SoCalGas' system and obtaining service directly from interstate pipelines, and electric industry restructuring may also affect SoCalGas' future performance.
For 1995, the CPUC has authorized SoCalGas to earn a rate of return on rate base of 9.67 percent and a 12.00 percent rate of return on common equity compared to 9.22 percent and 11.00 percent, respectively, in 1994. Growth in rate base for 1994 was approximately 3 percent. Rate base is expected to remain at the same level in 1995. SoCalGas has achieved or exceeded its authorized return on rate base for the last twelve consecutive years.
OPERATING STATISTICS
The following table sets forth certain operating statistics of SoCalGas from 1990 through 1994.
OPERATING STATISTICS
SERVICE AREA
SoCalGas distributes natural gas throughout a 23,000-square mile service territory with a population of approximately 17 million people. As indicated by the following map, its service territory includes most of southern California and parts of central California.
[MAP OF SOUTHERN CALIFORNIA GAS COMPANY SERVICE TERRITORY]
Natural gas service is also provided on a wholesale basis to the distribution systems of the City of Long Beach, San Diego Gas & Electric Company and Southwest Gas Company.
UTILITY SERVICES
SoCalGas' customers are separated, for regulatory purposes, into core and noncore customers. Core customers are primarily residential and small commercial and industrial customers, without alternative fuel capability. Noncore customers primarily include utility electric generation, wholesale and large commercial and industrial customers. Noncore customers are sensitive to the price relationship between natural gas and alternate fuels, and are capable of readily switching from one fuel to another, subject to air quality regulations.
SoCalGas offers two basic utility services, sale of gas and transmission of gas. Residential customers and most other core customers purchase gas directly from SoCalGas. Noncore customers and large core customers have the option of purchasing gas either from SoCalGas or from other sources (such as brokers or producers) for delivery through SoCalGas' transmission and distribution system. Smaller customers are permitted to aggregate their gas requirements and also to purchase gas directly from brokers or producers, up to a limit of 10 percent of SoCalGas' core market. SoCalGas generally earns the same margin whether SoCalGas buys the gas and sells it to the customer or transports gas already owned by the customer. (See "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations - Financial Results.")
SoCalGas continues to be obligated to purchase reliable supplies of natural gas to serve the requirements of its core customers. However, the only gas supplies that SoCalGas may offer for sale to noncore customers are the same supplies that it purchases to serve its core customers.
SoCalGas also provides a gas storage service for noncore customers on a bid basis. The storage service program provides opportunities for customers to store gas on an "as available" basis during the summer to reduce winter purchases when gas costs are generally higher, or to reduce their level of winter curtailment in the event temperatures are unusually cold. During 1994, SoCalGas stored approximately 24 billion cubic feet of customer-owned gas.
DEMAND FOR GAS
Natural gas is a principal energy source in SoCalGas' service area for residential, commercial and industrial uses as well as utility electric generation (UEG) requirements. Gas competes with electricity for residential and commercial cooking, water heating and space heating uses, and with other fuels for large industrial, commercial and UEG uses. Demand for natural gas in southern California is expected to continue to increase but at a slower rate due primarily to a slowdown in housing starts, new energy efficient building construction and appliance standards and general recessionary business conditions.
During 1994, 97 percent of residential energy customers in SoCalGas' service territory used natural gas for water heating and 94 percent for space heating. Approximately 78 percent of those customers used natural gas for cooking and 72 percent for clothes drying.
Demand for natural gas by noncore customers such as large volume commercial, industrial and electric generating customers is very sensitive to the price of alternative competitive fuels. These customers number only approximately 1,200; however, during 1994, accounted for approximately 17 percent of total gas revenues, 67 percent of total gas volumes delivered and
14 percent of the authorized gas margin. Changes in the cost of gas or alternative fuels, primarily fuel oil, can result in significant shifts in this market, subject to air quality regulations. Demand for gas for UEG use is also affected by the price and availability of electric power generated in other areas and purchased by SoCalGas' UEG customers. See "Competition" below.
COMPETITION
Since interstate pipelines began operations in SoCalGas' service territories, SoCalGas' throughput to customers in the Kern County area who use natural gas to produce steam for enhanced oil recovery projects has decreased significantly because of the bypass of SoCalGas' system. The decrease in revenues from enhanced oil recovery customers is subject to full balancing account treatment, except for a five percent incentive to SoCalGas for attaining certain throughput levels, and therefore, does not have a material impact on earnings. However, bypass of other Company markets also may occur. SoCalGas is fully at risk for lost noncore volumes due to competition, and would not receive balancing account treatment except in the enhanced oil recovery market.
In order to respond to certain bypass threats, SoCalGas has received authorization from the CPUC for expedited review of price discounts proposed for long-term gas transportation contracts with some noncore customers. The CPUC has also approved changes in the methodology for allocating SoCalGas' costs between core and noncore customers to reduce the subsidization of core customer rates by noncore customers. These have resulted in a reduction of noncore rates and a corresponding increase in core rates that better reflects the cost of serving each customer class and, together with price discounting authority, has enabled SoCalGas to better compete with new interstate pipelines for noncore customers. In addition, in August 1993 a capacity brokering program was implemented. Under the program, for a fee, SoCalGas provides to noncore customers, or others, a portion of its control of interstate pipeline capacity to allow more direct access to producers. Also, the Comprehensive Settlement (See "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations - Comprehensive Settlement of Regulatory Issues.") will help improve SoCalGas' competitiveness by reducing the cost of transportation service to noncore customers.
Historically, environmental laws have favorably impacted the use of natural gas in SoCalGas' service territory, particularly by utility electric generation customers. However, increasingly complex administrative requirements may discourage natural gas use by large commercial and industrial customers.
In April 1994, the CPUC announced it would review the structure of California's electric utility service, a review that could lead to significant changes in the way investor-owned utilities conduct business, including the amount of electricity purchased from out-of-state suppliers. The CPUC's proposed deregulation of electricity sales by the year 2002 may affect the future volumes of natural gas SoCalGas transports for electric utilities. Utility electric generation customers currently account for 26 percent of SoCalGas' annual throughput. See "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operation - Factors Influencing Future Performance."
SUPPLIES OF GAS
In 1994, SoCalGas delivered approximately 1 trillion cubic feet of natural gas through its system. Approximately 65 percent of these deliveries were customer-owned gas for which SoCalGas provided transportation services, compared to 64 percent in 1993. The balance of gas deliveries was gas purchased by SoCalGas and resold to customers.
Most of the natural gas delivered by SoCalGas is produced outside of California. These supplies are delivered to the California border by interstate pipeline companies (primarily El Paso Natural Gas Company and Transwestern Natural Gas Company) that provide transportation services for supplies purchased from other sources by SoCalGas or its transportation customers. These supplies enter SoCalGas' intrastate transmission system at the California border for delivery to customers.
SoCalGas currently has paramount rights to daily deliveries of up to 2,200 million cubic feet of natural gas over the interstate pipeline systems of El Paso Natural Gas Company (up to 1,450 million cubic feet) and Transwestern Pipeline Company (up to 750 million cubic feet). The rates that interstate pipeline companies may charge for gas and transportation services and other terms of service are regulated by the Federal Energy Regulatory Commission (FERC).
Existing interstate pipeline capacity into California exceeds current demand by over 1 billion cubic feet per day. Up to 2 billion cubic feet per day of capacity on the El Paso and Transwestern interstate pipeline systems, representing over $175 million and $55 million, respectively, of reservation charges annually, may be relinquished within the next few years based on existing contract reduction options and contract expirations. Some of this capacity may not be resubscribed. Current FERC regulation could permit costs of unsubscribed capacity to be allocated to remaining firm service customers, including SoCalGas. Under existing regulation in California, SoCalGas would have the opportunity to include its portion of any such reallocated costs in its rates. If competitive conditions did not support higher rates resulting from these reallocated costs, then SoCalGas would be at risk for lost revenues in the noncore market.
SoCalGas, as a part of a coalition of customers who hold 90 percent of the firm transportation capacity rights on the El Paso and Transwestern systems, has offered a proposal for market based rates with balanced incentives to El Paso and Transwestern to resolve the issue of unsubscribed capacity. See "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations - Factors Influencing Future Performance."
The following table sets forth the sources of gas deliveries by SoCalGas from 1990 through 1994.
SOURCES OF GAS
Market sensitive gas supplies (supplies purchased on the spot market as well as under longer-term contracts and ranging from one month to ten years based on spot prices) accounted for approximately 64 percent of total gas volumes purchased by SoCalGas during 1994, as compared with 66 percent and 61 percent, respectively, during 1993 and 1992. These supplies were generally purchased at prices significantly below those for other long-term sources of supply.
On March 16, 1994, the CPUC approved a new process for evaluating SoCalGas' gas purchases substantially replacing the previous process of reasonableness reviews. The new "Gas Cost Incentive Mechanism" ("GCIM") is a three-year pilot program that began in April 1994. The GCIM essentially compares SoCalGas' cost of gas with a benchmark level. See "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations - SoCalGas Operations - Ratemaking Procedures.
SoCalGas estimates that sufficient natural gas supplies will be available to meet the requirements of its customers into the next century.
RATES AND REGULATION
SoCalGas is regulated by the CPUC. The CPUC consists of five commissioners appointed by the Governor of California for staggered six-year terms. It is the responsibility of the CPUC to determine that utilities operate in the best interest of the ratepayer with an opportunity to earn a reasonable profit. The regulatory structure is complex and has a very substantial impact on the profitability of SoCalGas.
Under current ratemaking procedures, the return that SoCalGas is authorized to earn is the product of the authorized rate of return on rate base and the amount of rate base. Rate base consists primarily of net investment in utility plant. Thus, SoCalGas' earnings are affected by changes in the authorized rate of return on rate base and the growth in rate base and by SoCalGas' ability to control expenses and investment in rate base within the amounts authorized by the CPUC in setting rates. In addition, SoCalGas' ability to achieve its authorized rate of return is affected by other regulatory and operating factors. See "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations - Ratemaking Procedures."
SoCalGas' operating and fixed costs, including return on rate base, are allocated between core and noncore customers under a methodology that is based upon the costs incurred in serving these customer classes. For 1995, approximately 89 percent of the CPUC-authorized gas margin has been allocated to core customers and 11 percent to noncore customers, including wholesale customers. Under the current regulatory framework, costs may be reallocated between the core and the noncore markets once every other year in a biennial cost allocation proceeding (BCAP).
During 1994, SoCalGas began exploring a new approach for setting rates to its customers known as "Performance Based Ratemaking" ("PBR"). This new approach would maintain cost based rates but would link financial performance with increases and decreases in productivity and generally would allow for rates to increase by the rate of inflation, less an agreed upon adjustment for productivity improvements. SoCalGas proposes to file a PBR application with the CPUC in 1995, and if approved, the change would not take effect until January 1, 1997, at the earliest. Although PBR could result in increased earnings volatility, SoCalGas would have the opportunity to improve financial performance to the extent it was able to reduce expenses,
increase energy deliveries and generate profits from new products and services. See also "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations - Factors Influencing Future Performance."
PROPERTIES
At December 31, 1994, SoCalGas owned approximately 3,040 miles of transmission and storage pipeline, 42,683 miles of distribution pipeline and 42,647 miles of service piping. It also owned 13 transmission compressor stations and 6 underground storage reservoirs (with a combined working storage capacity of approximately 116 billion cubic feet) and general office buildings, shops, service facilities, and certain other equipment necessary in the conduct of its business.
Southern California Gas Tower, a wholly owned subsidiary of SoCalGas, has a 15 percent limited partnership interest in a 52-story office building in downtown Los Angeles. SoCalGas occupies about half of the building. See also "Item 2.
ITEM 2. PROPERTIES
Pacific Library Tower, a wholly-owned subsidiary of Pacific Enterprises, has a 25% ownership interest in a 72-story office building in downtown Los Angeles that was completed in late 1990. Pacific Enterprises and its subsidiaries lease twelve floors of the building.
Information with respect to the properties of other Pacific Enterprises' subsidiaries is set forth in Item 1 of this Annual Report.
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS
Except for the matters referred to in the financial statements filed with or incorporated by reference in Item 8 or referred to elsewhere in this Annual Report, neither Pacific Enterprises nor any of its subsidiaries is a party to, nor is their property the subject of, any material pending legal proceedings other than routine litigation incidental to its businesses.
ITEM 4.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted during the fourth quarter of 1994 to a vote of Pacific Enterprises' security holders.
PART II
ITEM 5.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Pacific Enterprises' Common Stock is traded on the New York and Pacific Stock Exchanges. Information as to the high and low sales prices for such stock as reported on the composite tape for stocks listed on the New York Stock Exchange and dividends paid for each quarterly period during the two years ended December 31, 1994 is set forth under the captions "Financial Review--Range of Market Prices of Capital Stock" and "Quarterly Financial Data" in Pacific Enterprises' 1994 Annual Report to Shareholders filed as Exhibit 13.01 to this Annual Report. Such information is incorporated herein by reference.
At December 31, 1994, there were 43,139 holders of record of Pacific Enterprises' Common Stock.
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA
The information required by this Item is set forth under the caption "Financial Review - Selected Financial Data and Comparative Statistics 1984-1994" in Pacific Enterprises' 1994 Annual Report to Shareholders filed as Exhibit 13.01 to this Annual Report. Such information is incorporated herein by reference.
ITEM 7.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The information required by this Item is set forth under the caption "Financial Review - Management's Discussion and Analysis" in Pacific Enterprises' 1994 Annual Report to Shareholders filed as Exhibit 13.01 to this Annual Report. Such information is incorporated herein by reference.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Pacific Enterprises' consolidated financial statements and schedules required by this Item are listed in Item 14(a)1 and 2 in Part IV of this Annual Report. The consolidated financial statements listed in Item 14(a)1 are incorporated herein by reference.
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
PART III
ITEM 10.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Information required by this Item with respect to the Company's directors is set forth under the caption "Election of Directors" in the Company's Proxy Statement for its Annual Meeting of Shareholders scheduled to be held on May 4, 1994. Such information is incorporated herein by reference.
Information required by this Item with respect to the Company's executive officers is set forth in Item 1 of this Annual Report.
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION
Information required by this Item is set forth under the caption "Election of Directors" and "Executive Compensation" in the Company's Proxy Statement for its Annual Meeting of Shareholders scheduled to be held on May 4, 1994. Such information is incorporated herein by reference.
ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Information required by this Item is set forth under the caption "Election of Directors" in the Company's Proxy Statement for its Annual Meeting of Shareholders scheduled to be held on May 4, 1994. Such information is incorporated herein by reference.
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Not applicable.
PART IV
ITEM 14.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) DOCUMENTS FILED AS PART OF THIS REPORT:
1.01 Report of Deloitte & Touche LLP, Independent Certified Public Accountants (Contained in Exhibit 13.01).
1.02 Statement of Consolidated Income for the years ended December 31, 1994, 1993 and 1992 (Contained in Exhibit 13.01).
1.03 Consolidated Balance Sheet at December 31, 1994 and 1993 (Contained in Exhibit 13.01).
1.04 Statement of Consolidated Cash Flows for the years ended December 31, 1994, 1993 and 1992 (Contained in Exhibit 13.01).
1.05 Statement of Consolidated Shareholders' Equity for the years ended December 31, 1994, 1993 and 1992 (Contained in Exhibit 13.01).
1.06 Notes to Consolidated Financial Statements (Contained in Exhibit 13.01).
3. ARTICLES OF INCORPORATION AND BY-LAWS:
3.01 Articles of Incorporation of Pacific Enterprises (Note 22; Exhibit 4.1).
3.02 Bylaws of Pacific Enterprises
4. INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS:
(Note: As permitted by Item 601(b)(4)(iii) of Regulation S-K, certain instruments defining the rights of holders of long-term debt for which the total amount of securities authorized thereunder does not exceed ten percent of the total assets of Southern California Gas Company and its subsidiaries on a consolidated basis are not filed as exhibits to this Annual Report. The Company agrees to furnish a copy of each such instrument to the Commission upon request.)
4.01 Specimen Common Stock Certificate of Pacific Enterprises (Note 16; Exhibit 4.01).
4.02 Specimen Preferred Stock Certificates of Pacific Enterprises (Note 8; Exhibit 4.02).
4.03 Specimen Remarketed Preferred Stock Certificate (Note 17; Exhibit 4.03).
4.04 First Mortgage Indenture of Southern California Gas Company to American Trust Company dated October 1, 1940 (Note 1; Exhibit B-4).
4.05 Supplemental Indenture of Southern California Gas Company to American Trust Company dated as of July 1, 1947 (Note 2; Exhibit B-5).
4.06 Supplemental Indenture of Southern California Gas Company to American Trust Company dated as of August 1, 1955 (Note 3; Exhibit 4.07).
4.07 Supplemental Indenture of Southern California Gas Company to American Trust Company dated as of June 1, 1956 (Note 4; Exhibit 2.08).
4.08 Supplemental Indenture of Southern California Gas Company to Wells Fargo Bank, National Association dated as of August 1, 1972 (Note 6; Exhibit 2.19).
4.09 Supplemental Indenture of Southern California Gas Company to Wells Fargo Bank, National Association dated as of May 1, 1976 (Note 5; Exhibit 2.20).
4.10 Supplemental Indenture of Southern California Gas Company to Wells Fargo Bank, National Association dated as of September 15, 1981 (Note 9; Exhibit 4.25).
4.11 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 (Note 11; Exhibit 4.29).
4.12 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 (Note 13; Exhibit 4.11).
4.13 Supplemental Indenture of Southern California Gas Company to First Trust of California, National Association, successor to Bankers Trust Company of California, N.A. (Note 18; Exhibit 4.37).
4.14 Rights Agreement dated as of March 7, 1990 between Pacific Enterprises and Security Pacific National Bank, as Rights Agent (Note 19; Exhibit 4).
10. MATERIAL CONTRACTS
10.01 Sale and Purchase Agreement, dated as of May 22, 1992, as amended between TCH Corporation and Pacific Enterprises (Note 19; Exhibit 1).
10.02 Sale and Purchase Agreement, dated as of May 22, 1992, as amended, among Big 5 Holdings, Inc., Pacific Enterprises and Thrifty Corporation (Note 19; Exhibit 2).
10.03 Sale and Purchase Agreement, dated as of October 11, 1992 by and between Hunt Oil Company and Pacific Enterprises Oil Company (USA) (Note 19; Exhibit 1).
10.04 Sale and Purchase Agreement, dated as of October 11, 1992 by and between Hunt Oil Company and Pacific Enterprises Mineral Company (Note 20; Exhibit 2).
10.05 Sale and Purchase Agreement, dated as of October 11, 1992 by and between Hunt Oil Company and Pacific Enterprises Oil Company (Western) (Note 20; Exhibit 3).
10.06 Sale and Purchase Agreement, dated as of October 11, 1992 by and between Hunt Oil Company and Pacific Gas Gathering Company (Note 6; Exhibit 4).
10.07 Form of Indemnification Agreement between Pacific Enterprises and each of its directors and officers (Note 21; Exhibit 10.07).
EXECUTIVE COMPENSATION PLANS AND ARRANGEMENTS
10.08 Restatement and Amendment of Pacific Enterprises 1979 Stock Option Plan (Note 7; Exhibit 1.1).
10.09 Pacific Enterprises Supplemental Medical Reimbursement Plan for Senior Officers (Note 8; Exhibit 10.24).
10.10 Pacific Enterprises Financial Services Program for Senior Officers (Note 8; Exhibit 10.25).
10.11 Pacific Enterprises Supplemental Retirement and Survivor Plan (Note 11; Exhibit 10.36).
10.12 Pacific Enterprises Stock Payment Plan (Note 11; Exhibit 10.37).
10.13 Pacific Enterprises Pension Restoration Plan (Note 8; Exhibit 10.28).
10.14 Southern California Gas Company Pension Restoration Plan For Certain Management Employees (Note 8; Exhibit 10.29).
10.15 Pacific Enterprises Executive Incentive Plan (Note 13; Exhibit 10.13).
10.16 Pacific Enterprises Deferred Compensation Plan for Key Management Employees (Note 12; Exhibit 10.41).
10.17 Pacific Enterprises Employee Stock Ownership Plan and Trust Agreement as amended in toto effective October 1, 1992. (Note 21; Exhibit 10.18).
10.18 Pacific Enterprises Stock Incentive Plan (Note 15; Exhibit 4.01).
10.19 Pacific Enterprises Retirement Plan for Directors (Note 21; Exhibit 10.20).
10.20 Pacific Enterprises Director' Deferred Compensation Plan (Note 21; Exhibit 10.21).
10.21 Pacific Enterprises Employee Stock Option Plan (Note 23; Exhibit 4.01).
11. STATEMENT RE COMPUTATION OF PER SHARE EARNINGS
11.01 Pacific Enterprises Computation of Earnings per Share (see Statement of Consolidated Income contained in Exhibit 13.01).
13. ANNUAL REPORT TO SECURITY HOLDERS
13.01 Pacific Enterprises 1994 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).
21. SUBSIDIARIES OF THE REGISTRANT
21.01 List of subsidiaries of Pacific Enterprises.
23. CONSENTS OF EXPERTS AND COUNSEL
23.01 Consent of Deloitte & Touche LLP, Independent Certified Public Accountants.
24. POWER OF ATTORNEY
24.01 Power of Attorney of Certain Officers and Directors of Pacific Enterprises (contained on signature pages).
27. FINANCIAL DATA SCHEDULE
27.01 Financial Data Schedule
(b) REPORTS ON FORM 8-K:
No reports on Form 8-K were filed during the last quarter of 1994. - ------------------------ NOTE: Exhibits referenced to the following notes were filed with the documents cited below under the exhibit or annex number following such reference. Such exhibits are incorporated herein by reference.
Note Reference Document --------- --------
1 Registration Statement No. 2-4504 filed by Southern California Gas Company on September 16, 1940.
2 Registration Statement No. 2-7072 filed by Southern California Gas Company on March 15, 1947.
3 Registration Statement No. 2-11997 filed by Pacific Lighting Corporation on October 26, 1955.
4 Registration Statement No. 2-12456 filed by Southern California Gas Company on April 23, 1956.
5 Registration Statement No. 2-56034 filed by Southern California Gas Company on April 14, 1976.
6 Registration Statement No. 2-59832 filed by Southern California Gas Company on September 6, 1977.
7 Registration Statement No. 2-66833 filed by Pacific Lighting Corporation on March 5, 1980.
8 Annual Report on Form 10-K for the year ended December 31, 1980, filed by Pacific Lighting Corporation.
9 Annual Report on Form 10-K for the year ended December 31, 1981, filed by Pacific Lighting Corporation.
10 Annual Report on Form 10-K for the year ended December 31, 1983, filed by Pacific Lighting Corporation.
11 Annual Report on Form 10-K for the year ended December 31, 1984, filed by Pacific Lighting Corporation.
12 Annual Report on Form 10-K for the year ended December 31, 1985, filed by Pacific Lighting Corporation.
13 Annual Report on Form 10-K for the year ended December 31, 1987, filed by Pacific Enterprises.
14 Current Report on Form 8-K dated March 7, 1990, filed by Pacific Enterprises.
15 Registration Statement No. 33-21908 filed by Pacific Enterprises on May 17, 1988.
16 Annual Report on Form 10-K for the year ended December 31, 1988, filed by Pacific Enterprises. 17 Annual Report on form 10-K for the year ended December 31, 1989, filed by Pacific Enterprises.
18 Registration Statement No. 33-50826 filed by Southern California Gas Company on August 13, 1992.
19 Current Report on Form 8-K dated September 25, 1992, filed by Pacific Enterprises.
20 Current Report on Form 8-K dated January 5, 1993, filed by Pacific Enterprises.
21 Annual Report on Form 10-K for the year ended December 31, 1992, filed by Pacific Enterprises.
22 Registration Statement No. 33-61278 filed by Pacific Enterprises on April 20, 1993.
23 Registration Statement No. 33-54055 filed by Pacific Enterprises on June 9, 1994.
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, thereunto duly authorized.
PACIFIC ENTERPRISES
By: /s/ Willis B. Wood, Jr. ------------------------- Name: Willis B. Wood, Jr.
Title: Chairman of the Board and Chief Executive Officer
Dated: March 17, 1995
Each person whose signature appears below hereby authorizes Willis B. Wood, Jr., Richard D. Farman, and Lloyd A. Levitin, and each of them, severally, as attorney-in-fact, to sign on his or her behalf, individually and in each capacity stated below, and file all amendments to this Annual Report.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
Signature Title Date - --------- ----- ----
/s/ Willis B. Wood, Jr. - --------------------------- Chairman of the Board, March 17, 1995 (Willis B. Wood, Jr.) Chief Executive Officer and Director (Principal Executive Officer) /s/ Lloyd A. Levitin - --------------------------- Executive Vice President and March 17, 1995 (Lloyd A. Levitin) Chief Financial Officer (Principal Financial Officer)
/s/ Ralph Todaro - --------------------------- Vice President and Controller March 17, 1995 (Ralph Todaro)
/s/ Hyla H. Bertea - --------------------------- Director March 17, 1995 (Hyla H. Bertea)
/s/ Herbert L. Carter - --------------------------- Director March 17, 1995 (Herbert L. Carter)
/s/ Richard D. Farman - --------------------------- Director March 17, 1995 (Richard D. Farman)
/s/ Wilford D. Godbold, Jr. - --------------------------- Director March 17, 1995 (Wilford D. Godbold, Jr.)
/s/ Ignacio E. Lozano, Jr. - --------------------------- Director March 17, 1995 (Ignacio E. Lozano, Jr.)
/s/ Harold M. Messmer, Jr. - --------------------------- Director March 17, 1995 (Harold M. Messmer, Jr.)
/s/ Paul A. Miller - --------------------------- Director March 17, 1995 (Paul A. Miller)
/s/ Joseph R. Rensch - --------------------------- Director March 17, 1995 (Joseph R. Rensch)
/s/ Diana L. Walker - --------------------------- Director March 17, 1995 (Diana L. Walker)