UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C.  20549
FORM 10-K
(Mark One)
[X]		ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
		For the fiscal year ended					December 31, 2013
		OR
[   ]		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
		For the transition period from					to
Commission File No.			Exact Name of Registrants as Specified in their Charters, Address and Telephone Number				State of Incorporation		I.R.S. Employer Identification Nos.
1-14201			SEMPRA ENERGY				California		33-0732627
			101 Ash Street
			San Diego, California 92101
			(619)696-2000
1-03779			SAN DIEGO GAS & ELECTRIC COMPANY				California		95-1184800
			8326 Century Park Court
			San Diego, California 92123
			(619)696-2000
1-01402			SOUTHERN CALIFORNIA GAS COMPANY				California		95-1240705
			555 West Fifth Street
			Los Angeles, California 90013
			(213)244-1200
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
	Title of Each Class						Name of Each Exchange on Which Registered
	Sempra Energy Common Stock, without par value						NYSE
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
Southern California Gas Company Preferred Stock, $25 par value                 6% Series A, 6% Series

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Sempra Energy	Yes	X		No
San Diego Gas & Electric Company	Yes			No	X
Southern California Gas Company	Yes			No	X
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Sempra Energy	Yes			No	X
San Diego Gas & Electric Company	Yes			No	X
Southern California Gas Company	Yes			No	X

Indicate by check mark whether the registrants (1) have filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) have been subject to such filing requirements for the past 90 days.
			Yes		X		No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Sempra Energy			Yes		X		No
San Diego Gas & Electric Company			Yes		X		No
Southern California Gas Company			Yes		X		No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrants’ knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
Sempra Energy									X
San Diego Gas & Electric Company									X
Southern California Gas Company									X
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
	Large accelerated filer	Accelerated filer		Non-accelerated filer				Smaller reporting company
Sempra Energy	[  X  ]	[      ]		[       ]				[      ]
San Diego Gas & Electric Company	[       ]	[      ]		[  X  ]				[      ]
Southern California Gas Company	[       ]	[      ]		[  X  ]				[      ]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Sempra Energy			Yes				No		X
San Diego Gas & Electric Company			Yes				No		X
Southern California Gas Company			Yes				No		X

Aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of June 30, 2013:
Sempra Energy	$19.9 billion (based on the price at which the common equity was last sold as of the last business day of the most recently completed second fiscal quarter)
San Diego Gas & Electric Company	$0
Southern California Gas Company	$0
Common Stock outstanding, without par value, as of February 21, 2014:
Sempra Energy	245,089,822 shares
San Diego Gas & Electric Company	Wholly owned by Enova Corporation, which is wholly owned by Sempra Energy
Southern California Gas Company	Wholly owned by Pacific Enterprises, which is wholly owned by Sempra Energy

SAN DIEGO GAS & ELECTRIC COMPANY MEETS THE CONDITIONS OF GENERAL INSTRUCTIONS I(1)(a) AND (b) OF FORM 10-K AND IS THEREFORE FILING THIS REPORT WITH A REDUCED DISCLOSURE FORMAT AS PERMITTED BY GENERAL INSTRUCTION 1(2).   DOCUMENTS INCORPORATED BY REFERENCE:
Portions of the 2013 Annual Report to Shareholders of Sempra Energy, San Diego Gas & Electric Company and Southern California Gas Company are incorporated by reference into Parts I, II and IV.
Portions of the Sempra Energy Proxy Statement prepared for its May 2014 annual meeting of shareholders are incorporated by reference into Part III.
Portions of the Southern California Gas Company Information Statement prepared for its June 2014 annual meeting of shareholders are incorporated by reference into Part III.

 

 

 

SEMPRA ENERGY FORM 10-K SAN DIEGO GAS & ELECTRIC COMPANY FORM 10-K SOUTHERN CALIFORNIA GAS COMPANY FORM 10-K TABLE OF CONTENTS
		Page
Information Regarding Forward-Looking Statements		6
PART I
Item 1.	Business	7
	Description of Business	7
	Company Websites	7
	Government Regulation	8
	California Natural Gas Utility Operations	11
	Electric Utility Operations	12
	Rates and Regulation – Utilities	16
	Sempra International and Sempra U.S. Gas & Power	16
	Environmental Matters	18
	Executive Officers of the Registrants	19
	Other Matters	20
Item 1A.	Risk Factors	22
Item 1B.	Unresolved Staff Comments	35
Item 2.	Properties	35
Item 3.	Legal Proceedings	36
Item 4.	Mine Safety Disclosures	36
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	37
Item 6.	Selected Financial Data	38
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	38
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	38
Item 8.	Financial Statements and Supplementary Data	38
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	38
Item 9A.	Controls and Procedures	38
Item 9B.	Other Information	38
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	39
Item 11.	Executive Compensation	39
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	39
Item 13.	Certain Relationships and Related Transactions, and Director Independence	39
Item 14.	Principal Accountant Fees and Services	40

 

 

 

 

SEMPRA ENERGY FORM 10-K SAN DIEGO GAS & ELECTRIC COMPANY FORM 10-K SOUTHERN CALIFORNIA GAS COMPANY FORM 10-K TABLE OF CONTENTS (CONTINUED)

			Page
PART IV
Item 15.	Exhibits, Financial Statement Schedules		42
Sempra Energy: Consent of Independent Registered Public Accounting Firm and Report on Schedule			43
San Diego Gas & Electric Company: Consent of Independent Registered Public Accounting Firm			44
Southern California Gas Company: Consent of Independent Registered Public Accounting Firm			45
Schedule I – Sempra Energy Condensed Financial Information of Parent			46
Signatures			51
Exhibit Index			54
Glossary			64

 

 

This combined Form 10-K is separately filed by Sempra Energy, San Diego Gas & Electric Company and Southern California Gas Company. Information contained herein relating to any individual company is filed by such company on its own behalf. Each company makes representations only as to itself and makes no other representation whatsoever as to any other company.

You should read this report in its entirety as it pertains to each respective reporting company. No one section of the report deals with all aspects of the subject matter. Separate Item 6 and 8 sections are provided for each reporting company, except for the Notes to Consolidated Financial Statements in Item 8. The Notes to Consolidated Financial Statements for all of the reporting companies are combined. All Items other than Items 6 and 8 are combined for the reporting companies.

We make statements in this report that are not historical fact and constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are necessarily based upon assumptions with respect to the future, involve risks and uncertainties, and are not guarantees of performance. These forward-looking statements represent our estimates and assumptions only as of the filing date of this report. We assume no obligation to update or revise any forward-looking statement as a result of new information, future events or other factors.

 

In this report, when we use words such as “believes,” “expects,” “anticipates,” “plans,” “estimates,” “projects,” “forecasts,” “contemplates,” “intends,” “depends,” “should,” “could,” “would,” “will,” “may,” “potential,” “target,” “pursue,” “goals,” “outlook,” “maintain,” or similar expressions, or when we discuss our guidance, strategy, plans, goals, opportunities, projections, initiatives, objectives or intentions, we are making forward-looking statements.

 

Factors, among others, that could cause our actual results and future actions to differ materially from those described in forward-looking statements include

 

§	local, regional, national and international economic, competitive, political, legislative and regulatory conditions and developments;

 

§

actions and the timing of actions, including issuances of permits to construct and licenses for operation, by the California Public Utilities Commission, California State Legislature, U.S. Department of Energy, Federal Energy Regulatory Commission, Nuclear Regulatory Commission, Atomic Safety and Licensing Board, California Energy Commission, California Air Resources Board, and other regulatory, governmental and environmental bodies in the United States and other countries in which we operate;

 

§	capital markets conditions, including the availability of credit and the liquidity of our investments;

 

§	the timing and success of business development efforts and construction, maintenance and capital projects, including risks in obtaining permits, licenses, certificates and other authorizations on a timely basis and risks in obtaining adequate and competitive financing for such projects;

 

§	inflation, interest and exchange rates;

 

§	the impact of benchmark interest rates, generally Moody’s A-rated utility bond yields, on our California Utilities’ cost of capital;

 

§	energy markets, including the timing and extent of changes and volatility in commodity prices;

 

§	the availability of electric power, natural gas and liquefied natural gas, including disruptions caused by failures in the North American transmission grid, pipeline explosions and equipment failures and the decommissioning of San Onofre Nuclear Generating Station (SONGS);

 

§	weather conditions, natural disasters, catastrophic accidents, and conservation efforts;

 

§

risks inherent with nuclear power facilities and radioactive materials storage, including the catastrophic release of such materials, the disallowance of the recovery of the investment in, or operating costs of, the nuclear facility due to an extended outage and facility closure, and increased regulatory oversight;

 

§	risks posed by decisions and actions of third parties who control the operations of investments in which we do not have a controlling interest;

 

§	wars, terrorist attacks and cybersecurity threats;

 

§	business, regulatory, environmental and legal decisions and requirements;

 

§	expropriation of assets by foreign governments and title and other property disputes;

 

§	the impact on reliability of San Diego Gas & Electric Company’s electric transmission and distribution system due to increased amount and variability of power supply from renewable energy sources;

 

§	the impact on competitive customer rates of the growth in distributed and local power generation and the corresponding decrease in demand for power delivered through our electric transmission and distribution system;

 

§	the inability or determination not to enter into long-term supply and sales agreements or long-term firm capacity agreements;

 

§	the resolution of litigation; and

 

§	other uncertainties, all of which are difficult to predict and many of which are beyond our control.

 

We caution you not to rely unduly on any forward-looking statements. You should review and consider carefully the risks, uncertainties and other factors that affect our business as described in this report and other reports that we file with the Securities and Exchange Commission.