<PAGE>
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.<F1> 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.
<PAGE>
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.
<F1> 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.
<PAGE>
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.<F2> <F3>
Electric(kwh) Gas(Mcf)
Enova Corporation: None None
SDG&E: Retail: 16,285,295,815 113,767,629
Wholesale: 706,073,500
<F2> Excludes customer-owned natural gas transported to retail
customers by SDG&E.
<F3> Excludes exchanges of natural gas and electricity with wholesale
suppliers that are not considered sales or purchases under the Federal
Power Act.
<PAGE>
(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.<F4>
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.<F4>
Electric(kwh) Gas(Mcf)
------------- ---------
Enova Corporation: None None
SDG&E: 6,407,758,970 117,896,685
<F4>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).
<PAGE>
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
<PAGE>
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
<PAGE>
<TABLE>
Exhibit A
Enova Corporation
Consolidating Income Statement(Unaudited)
In Millions of Dollars
For the Year Ended December 31, 1998
<CAPTION>
Enova Enova Adjust &
SDG&E Energy Corp. Elimin Consolidated
------- ------ ------ -------- ------------
<S> <C> <C> <C> <C> <C>
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
======= ====== ====== ======== ============
</TABLE>
<PAGE>
<TABLE>
Enova Corporation
Consolidating Statement of Retained Earnings(Unaudited)
For the Year Ending December 31, 1998
In Millions of Dollars
<CAPTION>
SDG&E PDCC CALIFIA
--------- --------- -------
<S> <C> <C> <C>
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 $ -- $ --
========== ========= ========
</TABLE>
<TABLE>
Enova Corporation
Consolidating Statement of Retained Earnings(Unaudited)
For the Year Ending December 31, 1998
In Millions of Dollars
<CAPTION>
Enova Enova Enova
Financial Energy International
--------- --------- --------------
<S> <C> <C> <C>
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) $ --
========== ========= ==============
</TABLE>
<TABLE>
Enova Corporation
Consolidating Statement of Retained Earnings(Unaudited)
For the Year Ending December 31, 1998
In Millions of Dollars
<CAPTION>
Enova Enova Adjust &
Technology Corporation Elimin Consolidated
---------- ----------- --------- ------------
<S> <C> <C> <C> <C>
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
========== =========== ========= ============
</TABLE>
<PAGE>
<TABLE>
Enova Corporation
Consolidating Balance Sheet(Unaudited)
In Millions of Dollars
For the Period Ended December 31, 1998
<CAPTION>
Enova Enova Adjust &
SDG&E Energy Corp. Elim Consolidated
------- ------ ------ -------- ------------
<S> <C> <C> <C> <C> <C>
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 ======= ====== ====== ======== ============
</TABLE>
<TABLE> <S> <C>
<ARTICLE> OPUR3
<MULTIPLIER> 1000000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> DEC-31-1998
<BOOK-VALUE> PER-BOOK
<TOTAL-ASSETS> 4,316
<TOTAL-OPERATING-REVENUES> 2,749
<NET-INCOME> 157
</TABLE>
