SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form U-3A-2
Statement by Holding Company Claiming Exemption Under
Rule U-3A-2 from the Provisions of the
Public Utility Holding Company Act of 1935
To Be Filed Annually Prior to March 1
ENOVA CORPORATION
hereby files with the Securities Exchange Commission, pursuant to Rule
2, its statement claiming exemption as a holding company from the
provisions of the Public Utility Holding Company Act of 1935, and
submits the following information:
1. NAME, STATE OF ORGANIZATION, LOCATION AND NATURE OF BUSINESS OF
CLAIMANT AND EVERY SUBSIDIARY THEREOF, OTHER THAN ANY EXEMPT WHOLESALE
GENERATOR (EWG) OR FOREIGN UTILITY COMPANY IN WHICH CLAIMANT DIRECTLY
OR INDIRECTLY HOLDS AN INTEREST.
Enova Corporation ("Claimant") is a corporation organized and
existing under the laws of the State of California. Enova
Corporation is a holding company, organized to acquire and hold
securities of other corporations. Enova Corporation's principal place
of business is 101 Ash Street, San Diego, California. Its mailing
address is Post Office Box 129400, San Diego, California 92112-9400.
Enova Corporation has the following subsidiaries:
A. San Diego Gas & Electric Company ("SDG&E") is a public utility
organized and existing as a corporation under the laws of the State of
California. SDG&E is a wholly owned subsidiary of Enova Corporation.
SDG&E is primarily engaged in the business of generating, transmitting
and distributing electric energy in San Diego County and in a portion
of Orange County, and distributing natural gas in San Diego County.
SDG&E's principal place of business is 101 Ash Street, San Diego,
California. Its mailing address is Post Office Box 1831, San Diego,
California 92112-4150.
B. Pacific Diversified Capital Company ("PDCC") is an independently-
operated holding company organized and existing as a corporation under
the laws of the State of California. PDCC is a wholly owned subsidiary
of Enova Corporation. PDCC owns Phase One Development, Inc. and Phase
One Construction, Inc. (inactive). PDCC's principal place of business
is 101 Ash Street, San Diego, California 92101.
(1) Phase One Development, Inc. ("Phase One") is a corporation
organized and existing under the laws of the State of California.
Phase One is in the business of owning and developing real property.
Phase One's principal place of business is 101 Ash Street, San Diego,
California 92101.
(2) Phase One Construction, Inc. is an inactive corporation organized
and existing under the laws of the State of California. Its principal
offices are located at 101 Ash Street, San Diego, California 92101.
C. Enova Financial, Inc. ("Enova Financial") is a corporation
organized and existing under the laws of the State of California.
Enova Financial is a wholly owned subsidiary of Enova Corporation.
Enova Financial's principal business is investing as a limited partner
in affordable- housing projects located throughout the country. Enova
Financial's principal place of business is 101 Ash Street, San Diego,
California 92101.
D. Califia Company ("Califia") is a corporation organized and
existing under the laws of the State of California. Except for an
immaterial number of shares of non-voting preferred stock, Califia is a
wholly owned subsidiary of Enova Corporation. Califia is an equipment-
leasing company, specializing in leasing computer equipment. Califia's
principal place of business is 101 Ash Street, San Diego, California
92101.
E. Enova Energy, Inc. is a corporation, organized and existing under
the laws of the State of California. It is a wholly owned subsidiary of
Enova Corporation and is an energy-management-consulting firm. Its
primary business is resource management consulting (including
generation, purchased power and transmission) and fuel and power
procurement consulting for utilities and large end-users. Its
principal place of business is 101 Ash Street, San Diego, California
92101.
F. Enova Technologies, Inc. is a corporation, organized and existing
under the laws of the State of California. It is a wholly owned
subsidiary of Enova Corporation. It is in the business of developing
new technologies generally related to the utility and energy business.
Its principal place of business is 101 Ash Street, San Diego,
California 92101.
G. Enova International is a corporation, organized and existing under
the laws of the State of California. It is a wholly owned subsidiary
of Enova Corporation and was formed to develop and operate natural gas
projects outside the United States. Its principal place of business is
101 Ash Street, San Diego, California 92101
On December 6, 1995, San Diego Gas and Electric Company announced
the formation of Enova Corporation (Enova) as the parent company for
SDG&E, an operating public utility, and its unregulated subsidiaries.
On January 1, 1996, Enova became the parent of SDG&E. SDG&E's
outstanding common stock was converted on a share-for-share basis into
Enova common stock. SDG&E's debt securities, preferred and preference
stock were unaffected and remain with SDG&E. On January 31, 1996,
SDG&E's ownership interest in its subsidiaries was transferred to Enova
at book value, completing the parent company structure.
2. A BRIEF DESCRIPTION OF THE PROPERTIES OF CLAIMANT AND EACH OF ITS
SUBSIDIARY PUBLIC UTILITY COMPANIES USED FOR THE GENERATION,
TRANSMISSION, AND DISTRIBUTION OF ELECTRIC ENERGY FOR SALE, OR FOR THE
PRODUCTION, TRANSMISSION, AND DISTRIBUTION OF NATURAL OR MANUFACTURED
GAS, INDICATING THE LOCATION OF PRINCIPAL GENERATING PLANTS,
TRANSMISSION LINES, PRODUCING FIELDS, GAS MANUFACTURING PLANTS, AND
ELECTRIC AND GAS DISTRIBUTION FACILITIES, INCLUDING ALL SUCH PROPERTIES
WHICH ARE OUTSIDE THE STATE IN WHICH CLAIMANT AND ITS SUBSIDIARIES ARE
ORGANIZED AND ALL TRANSMISSION OR PIPELINES WHICH DELIVER OR RECEIVE
ELECTRIC ENERGY OR GAS AT THE BORDERS OF SUCH STATE.
Enova Corporation is not a "public utility company" for the
purposes of the Public Utilities Holding Company Act of 1935 (the
"Act"), and does not own any such properties.
2
SDG&E Electric Utility Properties:
- ---------------------------------
SDG&E operates nine oil and gas-fueled generating units, with net
capability of 1,641 MW, located in San Diego County. The four South
Bay units (690 MW), located in the City of Chula Vista, went into
operation between 1960 and 1971; the five Encina units (951 MW),
located in the City of Carlsbad, went into operation between 1954 and
1978. SDG&E owns 100% of all of these units except Encina 5 (330 MW),
which SDG&E sold and leased back in 1978, with a lease term through
2004 and renewal options for up to 15 additional years. SDG&E owns 19
gas-fired combustion turbines with net capability of 332 MW, which were
placed in service from 1966 to 1979; these turbines are located at
various sites in San Diego County and are used only for emergency and
peak demand. SDG&E owns 20% of the three nuclear units at San Onofre
Nuclear Generating Station ("SONGS"), located in San Diego County,
south of San Clemente at the Camp Pendleton United States Marine Base.
SONGS is primarily owned and operated by Southern California Edison
Company ("Edison"). SONGS 1 has been permanently shut down. SDG&E's
share of SONGS 2 and 3 amounts to an aggregate of 430 MW. SDG&E owns
another 230-MW diesel- and gas-fueled plant in San Diego County, which
is in storage and is not expected to return to service.
SDG&E's transmission facilities consist of transmission lines and
transmission substations operating at various voltages from 69 kV
(69,000 volts) upwards to 500 kV. SDG&E owns the transmission
facilities located in the area in which it serves (San Diego County and
a contiguous portion of Southern Orange County), as well as all or
portions (specified below) of the three segments of the Southwest
PowerLink (SWPL), a 500-kV transmission line extending from SDG&E's
Miguel Substation in Southern San Diego County to the Palo Verde
Nuclear Generating Station west of Phoenix, Arizona, via two
intermediary substations at Imperial Valley, California and North Gila,
Arizona.
SDG&E's transmission system consists of the following:
- 500 kV: 279.00 circuit-miles (159.0 miles in
California, 120.0 miles in Arizona)
- 230 kV: 358.45 circuit-miles (all in California)
- 138 kV: 317.57 circuit-miles (all in California)
- 69 kV: 938.03 circuit-miles (all in California)
SDG&E is interconnected to various utilities for the purpose of
buying and selling electric power and energy, as well as for mutual
reliability. SDG&E is interconnected with Edison at the San Onofre 230-
kV bus. SDG&E's system connects to the Mexico utility Comision Federal
de Electricidad via two 230 kV transmission lines, one from Miguel
Substation to Tijuana Substation and the other from Imperial Valley
Substation to La Rosita Substation (each line owned by SDG&E on the
U.S. side of the international border). The Miguel-Imperial Valley
segment of the SWPL (100% owned by SDG&E) provides an interconnection
to the system of Imperial Irrigation District; the Imperial Valley -
North Gila segment of the SWPL (85.64% owned by SDG&E) provides an
interconnection with Arizona Public Service; and the North Gila-Palo
Verde segment of the SWPL (76.22% owned by SDG&E) provides the final
leg for accessing power at the Palo Verde 500-kV bus, at which power
from various sources can be obtained by SDG&E. All the substations at
these interconnections are jointly owned by SDG&E and the respective
interconnected utilities.
SDG&E's distribution facilities consist of approximately 8,700
circuit miles of overhead lines and 9,100 circuit miles of underground
lines located in San Diego and Orange Counties.
3
SDG&E Gas Utility Properties:
- ----------------------------
SDG&E owns and operates facilities used for the distribution of
natural gas to its electric generating units and to retail customers
for heat, light and power in San Diego County. SDG&E's natural gas
facilities are located in San Diego and Riverside Counties. Gas
facilities consist of transmission facilities (compressor stations of
16,900 horsepower in Moreno and of 3,080 horsepower in Rainbow), 149
miles of high-pressure transmission pipelines, approximately 6,607
miles of high-pressure and low-pressure distribution mains, and
approximately 5,450 miles of service lines. All natural gas is
delivered to SDG&E under a transportation and storage agreement with
Southern California Gas Company through two transmission pipelines and
one distribution pipeline, owned by Southern California Gas, with a
combined capacity of 525 million cubic feet per day.
3. INFORMATION FOR CALENDAR YEAR 1995 WITH RESPECT TO CLAIMANT AND
EACH OF ITS SUBSIDIARY PUBLIC UTILITY COMPANIES:
(a). NUMBER OF KWH. OF ELECTRIC ENERGY SOLD (AT RETAIL OR WHOLESALE),
AND MCF. OF NATURAL OR MANUFACTURED GAS DISTRIBUTED AT RETAIL.
Electric(kwh) Gas(Mcf)
Enova Corporation: None None
SDG&E: Retail: 15,522,919,551 89,878,068
Wholesale: 393,830,050 None
Excludes customer-owned natural gas transported to retail
customers by SDG&E.
Excludes exchanges of natural gas and electricity with wholesale
suppliers that are not considered sales or purchases under the Federal
Power Act.
(b). NUMBER OF KWH. OF ELECTRIC ENERGY AND MCF. OF NATURAL OR
MANUFACTURED GAS DISTRIBUTED AT RETAIL OUTSIDE THE STATE IN WHICH EACH
SUCH COMPANY IS ORGANIZED.
Enova Corporation: None
SDG&E: None
(c). NUMBER OF KWH. OF ELECTRIC ENERGY AND MCF. OF NATURAL OR
MANUFACTURED GAS SOLD AT WHOLESALE OUTSIDE THE STATE IN WHICH EACH SUCH
COMPANY IS ORGANIZED, OR AT THE STATE LINE.
Electric(kwh) Gas(Mcf)
------------- ---------
Enova Corporation: None None
SDG&E: 261,585,000 1,290,503
(d). NUMBER OF KWH. OF ELECTRIC ENERGY AND MCF. OF NATURAL OR
MANUFACTURED GAS PURCHASED OUTSIDE THE STATE IN WHICH EACH SUCH COMPANY
IS ORGANIZED, OR AT THE STATE LINE.
Electric(kwh) Gas(Mcf)
------------- ---------
Enova Corporation: None None
SDG&E: 8,199,899,000 86,924,783
Excludes exchanges of natural gas and electricity with wholesale
suppliers that are not considered sales or purchases under the Federal
Power Act.
4
4. THE FOLLOWING INFORMATION FOR THE REPORTING PERIOD WITH RESPECT TO
CLAIMANT AND EACH INTEREST IT HOLDS DIRECTLY OR INDIRECTLY IN AN EWG OR
A FOREIGN UTILITY COMPANY, STATING MONETARY AMOUNTS IN UNITED STATES
DOLLARS:
(a). NAME, LOCATION, BUSINESS ADDRESS AND DESCRIPTION OF THE
FACILITIES USED BY THE EWG OR FOREIGN UTILITY COMPANY FOR THE
GENERATION, TRANSMISSION AND DISTRIBUTION OF ELECTRIC ENERGY FOR SALE
OR FOR THE DISTRIBUTION AT RETAIL OF NATURAL OR MANUFACTURED GAS.
None.
(b). Name of each system company that holds an interest in such EWG
or foreign utility company; and description of the interest held.
Not applicable.
(c). TYPE AND AMOUNT OF CAPITAL INVESTED, DIRECTLY OR INDIRECTLY, BY
THE HOLDING COMPANY CLAIMING EXEMPTION; ANY DIRECT OR INDIRECT
GUARANTEE OF THE SECURITY OF THE EWG OR FOREIGN UTILITY COMPANY BY THE
HOLDING COMPANY CLAIMING EXEMPTION; AND ANY DEBT OR OTHER FINANCIAL
OBLIGATION FOR WHICH THERE IS RECOURSE, DIRECTLY OR INDIRECTLY, TO THE
HOLDING COMPANY CLAIMING EXEMPTION OR ANOTHER SYSTEM COMPANY, OTHER
THAN THE EWG OR FOREIGN UTILITY COMPANY.
Not applicable.
- ------------------------
(d). CAPITALIZATION AND EARNINGS OF THE EWG OR FOREIGN UTILITY
COMPANY
DURING THE REPORTING PERIOD.
Not applicable.
(e). IDENTIFY ANY SERVICE, SALES OR CONSTRUCTION CONTRACT(S) BETWEEN
THE EWG OR FOREIGN UTILITY COMPANY AND A SYSTEM COMPANY, AND DESCRIBE
THE SERVICES TO BE RENDERED OR GOODS SOLD AND FEES OR REVENUES UNDER
SUCH AGREEMENT(S).
Not applicable.
EXHIBIT A
Consolidating Statements of income and surplus of Enova
Corporation's subsidiary companies for the year ended December 31,
1995, together with consolidating balance sheets of Enova Corporation's
subsidiary companies as of the close at December 31, 1995, are attached
as Exhibit A . These consolidating financial statements include
SDG&E and its subsidiaries and, therefore, also reflect what is now
Enova Corporation and its subsidiaries. No separate consolidating
financial statements for Enova Corporation have been prepared since the
reorganization by which Enova Corporation became the parent corporation
of SDG&E and its subsidiaries effective on January 1, 1996.
5
EXHIBIT B
Financial Data Schedule
If, at the time a report on this form is filed, the registrant is required
to submit this report and any amendments thereto electronically via EDGAR,
the registrant shall furnish a Financial Data Schedule. The Schedule shall set
forth the financial and other data specified below that are applicable to the
registrant on a consolidated basis. See Ex-27
EXHIBIT C
An organizational chart showing the relationship of each EWG or foreign
utility company to associate companies in the holding company system.
Not Applicable.
6
The above-named Enova Corporation has caused this statement to be duly
executed on its behalf by its authorized officer as of the 29th day of February,
1996.
ENOVA CORPORATION
By : /s/Frank H. Ault
-------------------------------
Frank H. Ault
Vice President and Controller
Corporate Seal
Attest:
/s/ David R. Clark
- -------------------
David R. Clark
Assistant Secretary
Name, title and address of officer to whom notices and correspondence
concerning this statement should be addressed:
Frank H. Ault
Vice President and Controller
Post Office Box 129400
San Diego, California 92112-9400
Exhibit A
Enova Corporation/
San Diego Gas and Electric Company and Subsidiaries
Consolidating Income Statement
In Thousands of Dollars
For the Year Ended December 31, 1995
Adjustments
Enova and
SDG&E PDCC CALIFIA Financial Eliminations Consolidated
---------- ------- --------- --------- ------------ ------------
OPERATING REVENUES
Electric $1,503,926 $ $ $ $ $1,503,926
Gas 310,142 310,142
Diversified operations 4,084 53,121 1,944 (2,541) 56,608
---------- ------- --------- --------- ------------ ------------
TOTAL OPERATING REVENUES 1,814,068 4,084 53,121 1,944 (2,541) 1,870,676
---------- ------- --------- --------- ------------ ------------
OPERATING EXPENSES
Electric fuel 100,256 100,256
Purchased power 341,727 341,727
Gas purchased for resale 113,355 113,355
Maintenance 91,740 91,740
Depreciation & decommissioning 260,841 1,946 10,809 4,643 278,239
Property and other taxes 45,566 45,566
General and administrative 207,078 2,616 286 227 210,207
Other 166,303 1,519 41,536 209,358
Income taxes 172,202 (3,085) (11,371) (23,168) 134,578
---------- -------- -------- --------- ------------ -----------
TOTAL OPERATING EXPENSES 1,499,068 2,996 41,260 (18,298) - 1,525,026
---------- -------- -------- --------- ------------ -----------
Operating Income 315,000 1,088 11,861 20,242 (2,541) 345,650
---------- -------- -------- --------- ------------ -----------
Other Income and (Deductions)
Allowance for equity funds used
during construction 6,435 6,435
Taxes on non-operating income (827) 800 (27)
Other-net 15,331 (2,574) (717) (17,916) (5,876)
---------- -------- -------- --------- ------------ -----------
Total other income & (deductions) 20,939 (1,774) - (717) (17,916) 532
---------- -------- -------- --------- ------------ -----------
Income Before Interest Charges 335,939 (686) 11,861 19,525 (20,457) 346,182
---------- -------- -------- --------- ------------ -----------
Interest Charges
Long-term debt 82,591 2,280 1,908 8,744 95,523
Short-term debt and other 22,756 2,397 (4,938) 20,215
Allowance for borrowed funds used
during construction (2,865) (2,865)
---------- -------- -------- --------- ------------ -----------
Net interest charges 102,482 4,677 1,908 8,744 (4,938) 112,873
---------- -------- -------- --------- ------------ -----------
Income(loss) from continuing
operations 233,457 (5,363) 9,953 10,781 (15,519) 233,309
Discontinued operations 148 148
---------- -------- -------- --------- ------------ -----------
Net Income(loss) (before preferred
dividend requirements) 233,457 (5,215) 9,953 10,781 (15,519) 233,457
Preferred Dividend Requirements 7,663 - - - - 7,663
---------- -------- -------- --------- ------------ -----------
Earnings(loss) Applicable to
Common Shares $ 225,794 $ (5,215) $ 9,953 $10,781 $(15,519) $225,794
========== ======== ======== ========= ============ ===========
Enova Corporation/
San Diego Gas and Electric Company and Subsidiaries
Consolidating Statement of Retained Earnings
For the Year Ending December 31, 1995
In Thousands of Dollars
Adjustments
ENOVA and
SDG&E PDCC CALIFIA Financial Eliminations Consolidated
--------- --------- ------- --------- ------------ ------------
Balance, December 31, 1994 $ 618,581 $(43,971) $16,976 $11,628 $15,367 $618,581
Net Income 233,457 (5,215) 9,953 10,781 (15,519) 233,457
Dividends declared
Preferred stock (7,663) (550) 550 (7,663)
Common stock (181,809) (181,809)
---------- --------- ------- -------- ------- ------------
Balance December 31, 1995 $ 662,566 $(49,186) $26,379 $22,409 $ 398 $662,566
========== ========= ======= ======== ======= ============
Enova Corporation/
San Diego Gas and Electric Company and Subsidiaries
Consolidating Balance Sheet
In Thousands of Dollars
For the Period Ended December 31, 1995
Adjustments
Enova and
SDG&E PDCC CALIFIA Financial Eliminations Consolidated
---------- -------- --------- --------- ------------ ------------
ASSETS
Utility plant--at original cost $5,533,554 $ $ $ $ $5,533,554
Accumulated depreciation
and decommissioning (2,433,397) (2,433,397)
---------- -------- --------- --------- ---------- ------------
Utility plant--net 3,100,157 3,100,157
---------- -------- --------- --------- ---------- ------------
Investments and other property 448,860 8,117 44,932 177,744 (147,364) 532,289
---------- -------- --------- --------- ---------- ------------
CURRENT ASSETS
Cash and temporary investments 20,755 (26) 34,953 40,747 96,429
Accounts receivable 178,091 7,612 3,148 8,191 (18,887) 178,155
Notes receivable 34,498 34,498
Inventories 67,959 67,959
Other 29,419 54 14,193 30 (2,684) 41,012
---------- -------- --------- --------- ---------- ------------
TOTAL CURRENT ASSETS 296,224 7,640 86,792 48,968 (21,571) 418,053
---------- -------- --------- --------- ---------- ------------
Deferred taxes recoverable in rates 298,748 298,748
Deferred charges and other assets 250,440 18,743 73,551 756 (22,297) 321,193
---------- -------- --------- --------- ---------- ------------
TOTAL $4,394,429 $ 34,500 $ 205,275 $ 227,468 $(191,232) $4,670,440
========== ======== ========= ========= ========== ============
CAPITALIZATION AND LIABILITIES
CAPITALIZATION
Common equity $1,520,070 $ 1,686 $ 60,558 $ 69,210 $(131,454) $1,520,070
Preferred stock not subject
to mandatory redemption 93,475 93,475
Preferred stock subject to
mandatory redemption 25,000 25,000
Long-term debt 1,217,026 11,734 121,334 1,350,094
---------- -------- --------- --------- ---------- ------------
TOTAL CAPITALIZATION 2,855,571 1,686 72,292 190,544 (131,454) 2,988,639
---------- -------- --------- --------- ---------- ------------
CURRENT LIABILITIES
Short-term borrowings - 29,649 (29,649) -
Long-term debt redeemable within
one year 115,000 115,000
Current portion long-term debt 8,835 6,617 20,864 36,316
Accounts payable 145,273 244 145,517
Dividends payable 47,383 47,383
Taxes accrued 7,836 (7,836) -
Interest accrued 15,785 911 6,752 (911) 22,537
Regulatory balancing accounts
overcollected-net 170,761 170,761
Other 90,119 40 35,279 125,438
---------- -------- --------- --------- ---------- ------------
TOTAL CURRENT LIABILITIES 600,992 30,844 41,896 27,616 (38,396) 662,952
---------- -------- --------- --------- ---------- ------------
Customer advances for construction 34,698 34,698
Accumulated deferred income
taxes--net 536,324 9,308 (22,297) 523,335
Accumulated deferred investment
tax credit 104,226 104,226
Deferred credits and other
liabilities 262,618 1,970 91,087 915 356,590
---------- -------- --------- --------- ---------- ------------
TOTAL $4,394,429 $ 34,500 $ 205,275 $ 227,468 $(191,232) $ 4,670,440
========== ======== ========= ========= ========== ============
7
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
OPUR3
1000
YEAR
DEC-31-1995
DEC-31-1995
PER-BOOK
4,670,440
1,870,676
233,457
