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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. On June 26, 1998 Enova Corporation and Pacific Enterprises (PE) combined the two companies into a new company named Sempra Energy (Sempra). Subsequent thereto, Enova dividended several of its subsidiaries(Enova Financial, Enova Technologies, Enova International, Pacific Diversified Capital Company(PDCC) and Califia) to Sempra. 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 an adjacent 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, 92101. Its mailing address is Post Office Box 1831, San Diego, California 92112-4150. (1) SDG&E Funding LLC is a corporation organized and existing under the laws of the State of California. SDG&E Funding is a wholly owned subsidiary of SDG&E, and was created in order to effect the issuance of notes intended to finance a 10% electric rate reduction provided to SDG&E's residential and small commercial customers, as mandated by California's electric restructuring legislation. B. 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. (1) Sempra Energy Solutions is a limited partnershiporganized and existing under the laws of the State of California. It isa 48 percent owned subsidiary of Enova Energy and is involved in themarketing of integrated energy and energy-related products and services. Sempra Energy Solutions' principal place of business is located in Los Angeles, California. (a) CES/Way International is a wholly owned subsidiary of Sempra Energy Solutions and provides energy-efficiency services including energy audits, engineering design, project management, construction, financing and contract maintenance. Its principal place of business is located in Houston, Texas. (2) Rocky River Power Corporation (Rocky River) is a wholly owned subsidiary of Enova Energy and is involved in the development of electric generation projects. Rocky River has an interest in New Milfred Energy, LLC a joint venture that is seeking approvals to build a natural-gas fired power plant in New Milfred, Connecticut. C. Sempra Holdings Inc. is a corporation organized and existing under the laws of the State of California. It is a 50 percent owned subsidiary of Enova Corporation and acts primarily as a holding company for Sempra Energy Trading and Sempra Energy Resources. Its principal place of business is 101 Ash Street, San Diego, California 92101. (1) Sempra Energy Trading is a corporation organized and existing under the laws of the State of Connecticut. It is a wholly owned subsidiary of Sempra Holdings Inc. and is in the business of natural-gas and power marketing. Its principal place of business is located in Greenwich, Connecticut. (a) CNG Energy Services Corporation is a wholly owned subsidiary of Sempra Energy Trading and is in the business of natural gas trading and marketing. Its principal place of business is located in Pittsburgh, Pennsylvania. (2) Sempra Energy Resources is a corporation organized and existing under the laws of the State of California. It is a wholly owned subsidiary of Sempra Holdings Inc. and is involved in acquiring and developing power plants. Its principal place of business is 101 Ash Street, San Diego, California 92101. (a) Sempra Energy Power I (Power I) is a wholly owned subsidiary of Sempra Energy Resources and is involved in the development of electric generation projects. Power I has an interest in El Dorado LLC, a joint venture to build a natural-gas fired power plant in Boulder City, Nevada. 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. 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. As required by the March 1998 decision of the California Public Utilities Commission (CPUC) approving the business combination, SDG&E has entered into agreements to sell its South Bay Power Plant, Encina Power Plant and 17 of the combustion-turbine generators. The sales are subject to regulatory approvals and are expected to close during the first half of 1999. 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 an adjacent portion of 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: 279.0 circuit-miles (159.0 miles in California, 120.0 miles in Arizona) - 230 kV: 400.7 circuit-miles (all in California) - 138 kV: 301.4 circuit-miles (all in California) - 69 kV: 925.2 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 an interconnection with Salt River Power as well as being 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. In addition, SDG&E has long-term contractual rights to transmission capacity over the Pacific Intertie connecting California to Bonneville Power Administration and other utility systems in the Pacific Northwest. SDG&E's rights in the Intertie are 261MW in the southbound direction and 214MW in the northbound direction. 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. 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), approximately 167 miles of high-pressure transmission pipelines, approximately 6,863 miles of high-pressure and low-pressure distribution mains, and approximately 5,695 miles of service lines. All natural gas is delivered to SDG&E under a transportation and storage agreement with Southern California Gas Company(a wholly owned subsidiary of Sempra) through two transmission pipelines and one distribution pipeline owned by Southern California Gas, with a combined capacity of 530 million cubic feet per day. 3. INFORMATION FOR CALENDAR YEAR 1998 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: 16,285,295,815 113,767,629 Wholesale: 706,073,500 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: 693,068,000 53,576 (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: 6,407,758,970 117,896,685 Excludes exchanges of natural gas and electricity with wholesale suppliers that are not considered sales or purchases under the Federal Power Act. 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: As of September 30, 1998 Enova had no interest in a foreign utility company. A subsidiary of Enova has a joint venture interest in an EWG that is not yet operational. See 1.C.(2)(a) (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. (b). NAME OF EACH SYSTEM COMPANY THAT HOLDS AN INTEREST IN SUCH EWG OR FOREIGN UTILITY COMPANY; AND DESCRIPTION OF THE INTEREST HELD. (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. (d). CAPITALIZATION AND EARNINGS OF THE EWG OR FOREIGN UTILITY COMPANY DURING THE REPORTING PERIOD. (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). EXHIBIT A Consolidating statements of income and surplus of Enova Corporation's subsidiary companies for the year ended December 31, 1998, together with consolidating balance sheets of Enova Corporation's subsidiary companies as of the close at December 31, 1998, are attached as Exhibit A. 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 None
The above-named Enova Corporation has caused this statement to be duly executed on its behalf by its authorized officer as of the 26th day of February, 1999. ENOVA CORPORATION By : /s/ Charles A. McMonagle ------------------------------- Charles A. McMonagle Vice President and Treasurer Corporate Seal Attest: /s/ Kevin C. Sagara - --------------------- Kevin C. Sagara Assistant General Counsel 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 Consolidating Income Statement(Unaudited) In Millions of Dollars For the Year Ended December 31, 1998 Enova Enova Adjust & SDG&E Energy Corp. Elimin Consolidated ------- ------ ------ -------- ------------ OPERATING REVENUES Electric $1,865 $ $ $ $ 1,865 Gas 384 384 PX/ISO 500 500 ------- ------ ------ -------- ------------ Total operating revenues 2,749 -- -- -- 2,749 ------- ------ ------ -------- ------------ OPERATING EXPENSES PX/ISO Power 468 468 Electric fuel 177 177 Purchased power 292 292 Gas purchased for resale 166 166 Operation & maintenance 542 2 22 566 Depreciation & decommissioning 603 1 604 Property and other taxes 82 82 Income taxes 133 (20) 10 123 ------- ------ ------ -------- ------------ Total operating expenses 2,463 2 3 10 2,478 ------- ------ ------ -------- ------------ Operating income (loss) 286 (2) (3) (10) 271 ------- ------ ------ -------- ------------ Other income and (deductions) 21 (28) 171 (171) (7) ------- ------ ------ -------- ------------ Income before interest charges and preferred dividends 307 (30) 168 (181) 264 ------- ------ ------ -------- ------------ Interest charges 115 1 11 (10) 117 ------- ------ ------ -------- ------------ Net income (loss) (before preferred dividend) 192 (31) 157 (171) 147 ------- ------ ------ -------- ------------ Preferred dividend of SDG&E 7 7 ------- ------ ------ -------- ------------ Income from continuing operations 185 (31) 157 (171) 140 ------- ------ ------ -------- ------------ Discontinued operations 17 17 ------- ------ ------ -------- ------------ Earnings Applicable to Common Shares $ 185 $ (31) $ 157 $ (154) $ 157 ======= ====== ====== ======== ============
Enova Corporation Consolidating Statement of Retained Earnings(Unaudited) For the Year Ending December 31, 1998 In Millions of Dollars SDG&E PDCC CALIFIA --------- --------- ------- Balance, December 31, 1997 $ 530 $ (39) $ 14 Net Income 185 6 Subsidiaries transferred to Sempra Energy 39 (20) Dividends declared: To Enova Corporation (419) To Sempra Energy (30) Common stock ---------- --------- ------- Balance December 31, 1998 $ 266 $ -- $ -- ========== ========= ======== Enova Corporation Consolidating Statement of Retained Earnings(Unaudited) For the Year Ending December 31, 1998 In Millions of Dollars Enova Enova Enova Financial Energy International --------- --------- -------------- Balance, December 31, 1997 $ 53 $ (26) $ (2) Net Income 16 (31) (2) Subsidiaries transferred to Sempra Energy (69) 4 Dividends declared: To Enova Corporation To Sempra Energy Common stock ---------- --------- -------------- Balance December 31, 1998 $ -- $ (57) $ -- ========== ========= ============== Enova Corporation Consolidating Statement of Retained Earnings(Unaudited) For the Year Ending December 31, 1998 In Millions of Dollars Enova Enova Adjust & Technology Corporation Elimin Consolidated ---------- ----------- --------- ------------ Balance, December 31, 1997 $ (5) $ 785 $(525) $ 785 Net Income (3) 157 (171) 157 Subsidiaries transferred to Sempra Energy 8 (288) 38 (288) Dividends declared: To Enova Corporation 419 -- To Sempra Energy (230) 30 (230) Common stock (88) (88) ---------- ----------- --------- ------------ Balance December 31, 1998 $ -- $ 336 $ (209) $ 336 ========== =========== ========= ============
Enova Corporation Consolidating Balance Sheet(Unaudited) In Millions of Dollars For the Period Ended December 31, 1998 Enova Enova Adjust & SDG&E Energy Corp. Elim Consolidated ------- ------ ------ -------- ------------ ASSETS Utility plant--at original cost $ 4,903 $ $ $ 4,903 Accumulated depreciation and decommissioning (2,603) (2,603) ------- ------ ------ -------- ------------ Utility plant--net 2,300 2,300 ------- ------ ------ -------- ------------ Investments in partnerships & unconsolidated subsidiaries 32 1,176 (1,184) 24 ------- ------ ------ -------- ------------ Nuclear decommissioning trust 494 494 ------- ------ ------ -------- ------------ CURRENT ASSETS Cash and temporary investments 284 11 295 Accounts receivable 199 199 Due from affiliates 110 154 (176) 88 Taxes receivable 37 37 Dividends receivable 100 (100) -- Inventories 77 77 Other 26 26 ------- ------ ------ -------- ------------ TOTAL CURRENT ASSETS 696 302 (276) 722 ------- ------ ------ -------- ------------ Regulatory assets 629 629 Deferred charges and other assets 138 9 147 ------- ------ ------ -------- ------------ TOTAL ASSETS $ 4,257 $ 32 $ 1,487 $ (1,460) $ 4,316 ======= ====== ====== ======== ============ CAPITALIZATION AND LIABILITIES CAPITALIZATION Common equity $ 1,124 $ 31 $ 1,123 $ (1,184) $ 1,094 Preferred stock not subject to mandatory redemption 78 78 Preferred stock subject to mandatory redemption 25 25 Long-term debt 1,548 1,548 ------- ------ ------ -------- ------------ TOTAL CAPITALIZATION 2,775 31 1,123 (1,184) 2,745 ------- ------ ------ -------- ------------ CURRENT LIABILITIES Current portion of long-term debt 72 72 Accounts payable 165 165 Due to affiliates 1 259 (176) 84 Dividends payable 102 100 (100) 102 Interest accrued 9 9 Other 185 185 ------- ------ ------ -------- ------------ TOTAL CURRENT LIABILITIES 533 1 359 (276) 617 ------- ------ ------ -------- ------------ Customer advances for construction 41 41 Accumulated deferred income taxes - net 397 397 Accumulated deferred investment tax credits 89 89 Deferred credits and other liabilities 422 5 427 ------- ------ ------ -------- ------------ TOTAL CAPITALIZATION & $ 4,257 $ 32 $ 1,487 $ (1,460) $ 4,316 LIABILITIES ======= ====== ====== ======== ============
OPUR3
1000000
YEAR
DEC-31-1998
DEC-31-1998
PER-BOOK
4,316
2,749
157