SEMPRA ENERGY FORM 10-Q
SAN DIEGO GAS & ELECTRIC COMPANY FORM 10-Q
SOUTHERN CALIFORNIA GAS COMPANY FORM 10-Q
TABLE OF CONTENTS
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Page
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Information Regarding Forward-Looking Statements
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4
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PART I – FINANCIAL INFORMATION
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Item 1.
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Financial Statements
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6
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Item 2.
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Management’s Discussion and Analysis of Financial Condition and Results of Operations
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74
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Item 3.
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Quantitative and Qualitative Disclosures About Market Risk
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109
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Item 4.
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Controls and Procedures
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110
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PART II – OTHER INFORMATION
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Item 1.
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Legal Proceedings
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111
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Item 1A.
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Risk Factors
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111
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Item 6.
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Exhibits
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111
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Signatures
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113
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§
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local, regional, national and international economic, competitive, political, legislative, legal and regulatory conditions, decisions and developments;
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§
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actions and the timing of actions, including general rate case decisions, new regulations, issuances of permits to construct, operate, and maintain facilities and equipment and to use land, franchise agreements and licenses for operation, by the California Public Utilities Commission, California State Legislature, U.S. Department of Energy, California Division of Oil, Gas, and Geothermal Resources, Federal Energy Regulatory Commission, Nuclear Regulatory Commission, California Energy Commission, U.S. Environmental Protection Agency, Pipeline and Hazardous Materials Safety Administration, California Air Resources Board, South Coast Air Quality Management District, Mexican Competition Commission, cities and counties, and other regulatory, governmental and environmental bodies in the United States and other countries in which we operate;
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§
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the timing and success of business development efforts and construction, maintenance and capital projects, including risks in obtaining, maintaining or extending permits, licenses, certificates and other authorizations on a timely basis and risks in obtaining adequate and competitive financing for such projects;
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§
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the resolution of civil and criminal litigation and regulatory investigations;
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§
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deviations from regulatory precedent or practice that result in a reallocation of benefits or burdens among shareholders and ratepayers, and delays in regulatory agency authorization to recover costs in rates from customers;
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§
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the availability of electric power, natural gas and liquefied natural gas, and natural gas pipeline and storage capacity, including disruptions caused by failures in the North American transmission grid, moratoriums on the ability to withdraw natural gas from or inject natural gas into storage facilities, pipeline explosions and equipment failures;
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§
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energy markets; the timing and extent of changes and volatility in commodity prices; and the impact on the value of our natural gas storage and related assets and our investments from low natural gas prices, low volatility of natural gas prices and the inability to procure favorable long-term contracts for natural gas storage services;
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§
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risks posed by decisions and actions of third parties who control the operations of investments in which we do not have a controlling interest, and risks that our partners or counterparties will be unable (due to liquidity issues, bankruptcy or otherwise) or unwilling to fulfill their contractual commitments;
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§
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capital markets conditions, including the availability of credit and the liquidity of our investments, and inflation, interest and currency exchange rates;
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§
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cybersecurity threats to the energy grid, natural gas storage and pipeline infrastructure, the information and systems used to operate our businesses and the confidentiality of our proprietary information and the personal information of our customers and employees; terrorist attacks that threaten system operations and critical infrastructure; and wars;
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§
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the ability to win competitively bid infrastructure projects against a number of strong competitors willing to aggressively bid for these projects;
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§
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weather conditions, natural disasters, catastrophic accidents, equipment failures and other events that may disrupt our operations, damage our facilities and systems, cause the release of greenhouse gasses, radioactive materials and harmful emissions, and subject us to third-party liability for property damage or personal injuries, fines and penalties, some of which may not be covered by insurance or may be disputed by insurers;
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§
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disallowance of regulatory assets associated with, or decommissioning costs of, the San Onofre Nuclear Generating Station facility due to increased regulatory oversight, including motions to modify settlements;
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§
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expropriation of assets by foreign governments and title and other property disputes;
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§
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the impact on reliability of San Diego Gas & Electric Company’s (SDG&E) electric transmission and distribution system due to increased amount and variability of power supply from renewable energy sources and increased reliance on natural gas and natural gas transmission systems;
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§
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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 SDG&E’s electric transmission and distribution system;
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§
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the inability or determination not to enter into long-term supply and sales agreements or long-term firm capacity agreements due to insufficient market interest, unattractive pricing or other factors; and
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§
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other uncertainties, all of which are difficult to predict and many of which are beyond our control.
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§
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San Diego Gas & Electric Company (SDG&E) and Southern California Gas Company (SoCalGas), which are separate, reportable segments;
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§
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Sempra International, which includes our Sempra South American Utilities and Sempra Mexico reportable segments; and
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§
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Sempra U.S. Gas & Power, which includes our Sempra Renewables and Sempra Natural Gas reportable segments.
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§
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the purpose and design of the VIE;
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§
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the nature of the VIE’s risks and the risks we absorb;
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§
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the power to direct activities that most significantly impact the economic performance of the VIE; and
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§
|
the obligation to absorb losses or right to receive benefits that could be significant to the VIE.
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AMOUNTS ASSOCIATED WITH OTAY MESA VIE
|
||||
(Dollars in millions)
|
||||
Three months ended March 31,
|
||||
2016
|
2015
|
|||
Operating expenses
|
||||
Cost of electric fuel and purchased power
|
$
|
(17)
|
$
|
(18)
|
Operation and maintenance
|
4
|
4
|
||
Depreciation and amortization
|
7
|
6
|
||
Total operating expenses
|
(6)
|
(8)
|
||
Operating income
|
6
|
8
|
||
Interest expense
|
(5)
|
(4)
|
||
Income before income taxes/Net income
|
1
|
4
|
||
Earnings attributable to noncontrolling interest
|
(1)
|
(4)
|
||
Earnings attributable to common shares
|
$
|
―
|
$
|
―
|
NET PERIODIC BENEFIT COST – SEMPRA ENERGY CONSOLIDATED
|
||||||||
(Dollars in millions)
|
||||||||
Pension benefits
|
Other postretirement benefits
|
|||||||
Three months ended March 31,
|
||||||||
2016
|
2015
|
2016
|
2015
|
|||||
Service cost
|
$
|
28
|
$
|
30
|
$
|
5
|
$
|
7
|
Interest cost
|
40
|
39
|
11
|
12
|
||||
Expected return on assets
|
(42)
|
(44)
|
(17)
|
(17)
|
||||
Amortization of:
|
||||||||
Prior service cost (credit)
|
3
|
3
|
―
|
(1)
|
||||
Actuarial loss
|
6
|
8
|
―
|
―
|
||||
Regulatory adjustment
|
(28)
|
(29)
|
2
|
―
|
||||
Total net periodic benefit cost
|
$
|
7
|
$
|
7
|
$
|
1
|
$
|
1
|
NET PERIODIC BENEFIT COST – SDG&E
|
||||||||
(Dollars in millions)
|
||||||||
Pension benefits
|
Other postretirement benefits
|
|||||||
Three months ended March 31,
|
||||||||
2016
|
2015
|
2016
|
2015
|
|||||
Service cost
|
$
|
7
|
$
|
8
|
$
|
1
|
$
|
2
|
Interest cost
|
10
|
10
|
2
|
2
|
||||
Expected return on assets
|
(12)
|
(14)
|
(3)
|
(3)
|
||||
Amortization of:
|
||||||||
Prior service cost
|
―
|
―
|
1
|
1
|
||||
Actuarial loss
|
3
|
2
|
―
|
―
|
||||
Regulatory adjustment
|
(7)
|
(5)
|
(1)
|
(2)
|
||||
Total net periodic benefit cost
|
$
|
1
|
$
|
1
|
$
|
―
|
$
|
―
|
NET PERIODIC BENEFIT COST – SOCALGAS
|
||||||||
(Dollars in millions)
|
||||||||
Pension benefits
|
Other postretirement benefits
|
|||||||
Three months ended March 31,
|
||||||||
2016
|
2015
|
2016
|
2015
|
|||||
Service cost
|
$
|
17
|
$
|
19
|
$
|
4
|
$
|
5
|
Interest cost
|
25
|
25
|
8
|
9
|
||||
Expected return on assets
|
(25)
|
(27)
|
(14)
|
(14)
|
||||
Amortization of:
|
||||||||
Prior service cost (credit)
|
2
|
2
|
(1)
|
(2)
|
||||
Actuarial loss
|
3
|
5
|
―
|
―
|
||||
Regulatory adjustment
|
(21)
|
(24)
|
3
|
2
|
||||
Total net periodic benefit cost
|
$
|
1
|
$
|
―
|
$
|
―
|
$
|
―
|
BENEFIT PLAN CONTRIBUTIONS
|
||||||
(Dollars in millions)
|
||||||
Sempra Energy
|
||||||
Consolidated
|
SDG&E
|
SoCalGas
|
||||
Contributions through March 31, 2016:
|
||||||
Pension plans
|
$
|
15
|
$
|
2
|
$
|
―
|
Other postretirement benefit plans
|
1
|
―
|
―
|
|||
Total expected contributions in 2016:
|
||||||
Pension plans
|
$
|
123
|
$
|
4
|
$
|
77
|
Other postretirement benefit plans
|
6
|
2
|
1
|
EARNINGS PER SHARE COMPUTATIONS
|
|||||
(Dollars in millions, except per share amounts; shares in thousands)
|
|||||
Three months ended March 31,
|
|||||
2016
|
2015
|
||||
Numerator:
|
|||||
Earnings/Income attributable to common shares
|
$
|
319
|
$
|
437
|
|
Denominator:
|
|||||
Weighted-average common shares outstanding for basic EPS(1) |
249,734
|
247,722
|
|||
Dilutive effect of stock options, restricted stock awards and restricted stock units |
1,678
|
3,484
|
|||
Weighted-average common shares outstanding for diluted EPS |
251,412
|
251,206
|
|||
Earnings per share:
|
|||||
Basic
|
$
|
1.28
|
$
|
1.76
|
|
Diluted
|
$
|
1.27
|
$
|
1.74
|
|
(1)
|
Includes 555 and 452 average fully vested restricted stock units held in our Deferred Compensation Plan for the three months ended March 31, 2016 and 2015, respectively. These fully vested restricted stock units are included in weighted-average common shares outstanding for basic EPS because there are no conditions under which the corresponding shares will not be issued.
|
CAPITALIZED FINANCING COSTS
|
|||||
(Dollars in millions)
|
|||||
Three months ended March 31,
|
|||||
2016
|
2015
|
||||
Sempra Energy Consolidated:
|
|||||
AFUDC related to debt
|
$
|
7
|
$
|
6
|
|
AFUDC related to equity
|
27
|
27
|
|||
Other capitalized interest
|
18
|
17
|
|||
Total Sempra Energy Consolidated
|
$
|
52
|
$
|
50
|
|
SDG&E:
|
|||||
AFUDC related to debt
|
$
|
4
|
$
|
3
|
|
AFUDC related to equity
|
11
|
8
|
|||
Total SDG&E
|
$
|
15
|
$
|
11
|
|
SoCalGas:
|
|||||
AFUDC related to debt
|
$
|
3
|
$
|
3
|
|
AFUDC related to equity
|
10
|
9
|
|||
Total SoCalGas
|
$
|
13
|
$
|
12
|
CHANGES IN ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) BY COMPONENT(1)
|
|||||||||
SEMPRA ENERGY CONSOLIDATED
|
|||||||||
(Dollars in millions)
|
|||||||||
Three months ended March 31, 2016 and 2015
|
|||||||||
Foreign
|
Total
|
||||||||
currency
|
Pension and other
|
accumulated other
|
|||||||
translation
|
Financial
|
postretirement
|
comprehensive
|
||||||
adjustments
|
instruments
|
benefits
|
income (loss)
|
||||||
2016:
|
|||||||||
Balance as of December 31, 2015
|
$
|
(582)
|
$
|
(137)
|
$
|
(87)
|
$
|
(806)
|
|
Other comprehensive income (loss) before
|
|||||||||
reclassifications
|
68
|
(82)
|
―
|
(14)
|
|||||
Amounts reclassified from accumulated other
|
|||||||||
comprehensive income
|
―
|
(2)
|
1
|
(1)
|
|||||
Net other comprehensive income (loss)
|
68
|
(84)
|
1
|
(15)
|
|||||
Balance as of March 31, 2016
|
$
|
(514)
|
$
|
(221)
|
$
|
(86)
|
$
|
(821)
|
|
2015:
|
|||||||||
Balance as of December 31, 2014
|
$
|
(322)
|
$
|
(90)
|
$
|
(85)
|
$
|
(497)
|
|
Other comprehensive loss before
|
|||||||||
reclassifications
|
(62)
|
(54)
|
―
|
(116)
|
|||||
Amounts reclassified from accumulated other
|
|||||||||
comprehensive income
|
―
|
(1)
|
1
|
―
|
|||||
Net other comprehensive (loss) income
|
(62)
|
(55)
|
1
|
(116)
|
|||||
Balance as of March 31, 2015
|
$
|
(384)
|
$
|
(145)
|
$
|
(84)
|
$
|
(613)
|
|
(1)
|
All amounts are net of income tax, if subject to tax, and exclude noncontrolling interests.
|
RECLASSIFICATIONS OUT OF ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
|
||||||||||||
(Dollars in millions)
|
||||||||||||
Amounts reclassified
|
||||||||||||
Details about accumulated
|
from accumulated other
|
Affected line item on Condensed
|
||||||||||
other comprehensive income (loss) components
|
comprehensive income (loss)
|
Consolidated Statements of Operations
|
||||||||||
Three months ended March 31,
|
||||||||||||
2016
|
2015
|
|||||||||||
Sempra Energy Consolidated:
|
||||||||||||
Financial instruments:
|
||||||||||||
Interest rate and foreign exchange instruments
|
$
|
4
|
$
|
6
|
Interest Expense
|
|||||||
Interest rate instruments
|
3
|
3
|
Equity (Losses) Earnings, Before Income Tax
|
|||||||||
Interest rate and foreign exchange
instruments
|
1
|
―
|
Equity Earnings, Net of Income Tax
|
|||||||||
Commodity contracts not subject to rate recovery |
(7)
|
(7)
|
Revenues: Energy-Related Businesses
|
|||||||||
Total before income tax
|
1
|
2
|
||||||||||
―
|
1
|
Income Tax Expense
|
||||||||||
Net of income tax
|
1
|
3
|
||||||||||
(3)
|
(4)
|
Earnings Attributable to Noncontrolling Interests
|
||||||||||
$
|
(2)
|
$
|
(1)
|
|||||||||
Pension and other postretirement benefits:
|
||||||||||||
Amortization of actuarial loss
|
$
|
2
|
$
|
2
|
See note (1) below
|
|||||||
(1)
|
(1)
|
Income Tax Expense
|
||||||||||
Net of income tax
|
$
|
1
|
$
|
1
|
||||||||
|
||||||||||||
Total reclassifications for the period, net of tax
|
$
|
(1)
|
$
|
―
|
||||||||
SDG&E:
|
||||||||||||
Financial instruments:
|
||||||||||||
Interest rate instruments
|
$
|
3
|
$
|
3
|
Interest Expense
|
|||||||
(3)
|
(3)
|
Earnings Attributable to Noncontrolling Interest
|
||||||||||
Total reclassifications for the period
|
$
|
―
|
$
|
―
|
||||||||
(1)
|
Amounts are included in the computation of net periodic benefit cost (see "Pension and Other Postretirement Benefits" above).
|
SHAREHOLDER'S EQUITY AND NONCONTROLLING INTEREST – SDG&E
|
||||||
(Dollars in millions)
|
||||||
SDG&E
|
Non-
|
|||||
shareholder’s
|
controlling
|
Total
|
||||
equity
|
interest
|
equity
|
||||
Balance at December 31, 2015
|
$
|
5,223
|
$
|
53
|
$
|
5,276
|
Comprehensive income (loss)
|
129
|
(1)
|
128
|
|||
Distributions to noncontrolling interest
|
―
|
(1)
|
(1)
|
|||
Balance at March 31, 2016
|
$
|
5,352
|
$
|
51
|
$
|
5,403
|
Balance at December 31, 2014
|
$
|
4,932
|
$
|
60
|
$
|
4,992
|
Comprehensive income
|
147
|
2
|
149
|
|||
Distributions to noncontrolling interest
|
―
|
(3)
|
(3)
|
|||
Balance at March 31, 2015
|
$
|
5,079
|
$
|
59
|
$
|
5,138
|
OTHER NONCONTROLLING INTERESTS
|
|||||||||
(Dollars in millions)
|
|||||||||
Percent ownership held by others
|
|||||||||
March 31,
|
December 31,
|
March 31,
|
December 31,
|
||||||
2016
|
2015
|
2016
|
2015
|
||||||
SDG&E:
|
|||||||||
Otay Mesa VIE
|
100
|
%
|
100
|
%
|
$
|
51
|
$
|
53
|
|
Sempra South American Utilities:
|
|||||||||
Chilquinta Energía subsidiaries(1)
|
23.5 – 43.4
|
23.5 – 43.4
|
22
|
21
|
|||||
Luz del Sur
|
16.4
|
16.4
|
171
|
164
|
|||||
Tecsur
|
9.8
|
9.8
|
4
|
4
|
|||||
Sempra Mexico:
|
|||||||||
IEnova
|
18.9
|
18.9
|
470
|
468
|
|||||
Sempra Natural Gas:
|
|||||||||
Bay Gas Storage Company, Ltd.
|
9.1
|
9.1
|
25
|
25
|
|||||
Liberty Gas Storage, LLC
|
23.2
|
23.2
|
14
|
14
|
|||||
Southern Gas Transmission Company
|
49.0
|
49.0
|
1
|
1
|
|||||
Total Sempra Energy
|
$
|
758
|
$
|
750
|
|||||
(1)
|
Chilquinta Energía has four subsidiaries with noncontrolling interests held by others. Percentage range reflects the highest and lowest ownership percentages among these subsidiaries.
|
REVENUES AND COST OF SALES FROM UNCONSOLIDATED AFFILIATES
|
||||
(Dollars in millions)
|
||||
Three months ended March 31,
|
||||
2016
|
2015
|
|||
REVENUES
|
||||
Sempra Energy Consolidated
|
$
|
5
|
$
|
8
|
SDG&E
|
3
|
3
|
||
SoCalGas
|
17
|
19
|
||
COST OF SALES
|
||||
Sempra Energy Consolidated
|
$
|
30
|
$
|
19
|
SDG&E
|
14
|
5
|
INCOME TAX EXPENSE AND EFFECTIVE INCOME TAX RATES
|
|||||||||||
(Dollars in millions)
|
|||||||||||
Effective
|
Effective
|
||||||||||
Income tax
|
income
|
Income tax
|
income
|
||||||||
expense
|
tax rate
|
expense
|
tax rate
|
||||||||
Three months ended March 31,
|
|||||||||||
2016
|
2015
|
||||||||||
Sempra Energy Consolidated
|
$
|
142
|
31
|
%
|
$
|
163
|
27
|
%
|
|||
SDG&E
|
72
|
36
|
88
|
37
|
|||||||
SoCalGas
|
87
|
31
|
95
|
31
|
|||||||
§
|
repairs expenditures related to a certain portion of utility plant assets
|
§
|
the equity portion of AFUDC
|
§
|
a portion of the cost of removal of utility plant assets
|
§
|
utility self-developed software expenditures
|
§
|
depreciation on a certain portion of utility plant assets
|
§
|
state income taxes
|
§
|
The California Utilities use energy derivatives, both natural gas and electricity, for the benefit of customers, with the objective of managing price risk and basis risks, and stabilizing and lowering natural gas and electricity costs. These derivatives include fixed price natural gas and electricity positions, options, and basis risk instruments, which are either exchange-traded or over-the-counter financial instruments, or bilateral physical transactions. This activity is governed by risk management and transacting activity plans that have been filed with and approved by the CPUC. Natural gas and electricity derivative activities are recorded as commodity costs that are offset by regulatory account balances and are recovered in rates. Net commodity cost impacts on the Condensed Consolidated Statements of Operations are reflected in Cost of Electric Fuel and Purchased Power or in Cost of Natural Gas.
|
§
|
SDG&E is allocated and may purchase congestion revenue rights (CRRs), which serve to reduce the regional electricity price volatility risk that may result from local transmission capacity constraints. Unrealized gains and losses do not impact earnings, as they are offset by regulatory account balances. Realized gains and losses associated with CRRs, which are recoverable in rates, are recorded in Cost of Electric Fuel and Purchased Power on the Condensed Consolidated Statements of Operations.
|
§
|
Sempra Mexico and Sempra Natural Gas may use natural gas and electricity derivatives, as appropriate, to optimize the earnings of their assets which support the following businesses: liquefied natural gas (LNG), natural gas transportation, power generation, and Sempra Natural Gas’ storage. Gains and losses associated with undesignated derivatives are recognized in Energy-Related Businesses Revenues or in Cost of Natural Gas, Electric Fuel and Purchased Power on the Condensed Consolidated Statements of Operations. Certain of these derivatives may also be designated as cash flow hedges. Sempra Mexico also uses natural gas energy derivatives with the objective of managing price risk and lowering natural gas prices at its Mexican distribution operations. These derivatives, which are recorded as commodity costs that are offset by regulatory account balances and recovered in rates, are recognized in Cost of Natural Gas on the Condensed Consolidated Statements of Operations.
|
§
|
From time to time, our various businesses, including the California Utilities, may use other energy derivatives to hedge exposures such as the price of vehicle fuel.
|
FOREIGN CURRENCY DERIVATIVES
|
|||||||
(Dollars in millions)
|
|||||||
March 31, 2016
|
December 31, 2015
|
||||||
Notional debt
|
Maturities
|
Notional debt
|
Maturities
|
||||
Sempra Mexico:
|
|||||||
Cross-currency swaps
|
$
|
408
|
2018-2023
|
$
|
408
|
2018-2023
|
|
Other foreign currency derivatives
|
550
|
2016
|
―
|
―
|
UNDESIGNATED DERIVATIVE IMPACTS
|
||||||
(Dollars in millions)
|
||||||
Pretax gain (loss) on derivatives
|
||||||
recognized in earnings
|
||||||
Three months ended March 31,
|
||||||
Location
|
2016
|
2015
|
||||
Sempra Energy Consolidated:
|
||||||
Foreign exchange instruments
|
Other Income, Net
|
$
|
3
|
$
|
―
|
|
Foreign exchange instruments
|
Equity Earnings,
|
|||||
Net of Income Tax
|
2
|
(1)
|
||||
Commodity contracts not subject
|
Revenues: Energy-Related
|
|||||
to rate recovery
|
Businesses
|
(1)
|
3
|
|||
Commodity contracts subject
|
Cost of Electric Fuel
|
|||||
to rate recovery
|
and Purchased Power
|
(12)
|
(20)
|
|||
Commodity contracts subject
|
||||||
to rate recovery
|
Cost of Natural Gas
|
(1)
|
1
|
|||
Total
|
$
|
(9)
|
$
|
(17)
|
||
SDG&E:
|
||||||
Commodity contracts subject
|
Cost of Electric Fuel
|
|||||
to rate recovery
|
and Purchased Power
|
$
|
(12)
|
$
|
(20)
|
|
SoCalGas:
|
||||||
Commodity contracts subject
|
||||||
to rate recovery
|
Cost of Natural Gas
|
$
|
(1)
|
$
|
1
|
§
|
Nuclear decommissioning trusts reflect the assets of SDG&E’s nuclear decommissioning trusts, excluding cash balances. A third party trustee values the trust assets using prices from a pricing service based on a market approach. We validate these prices by comparison to prices from other independent data sources. Equity and certain debt securities are valued using quoted prices listed on nationally recognized securities exchanges or based on closing prices reported in the active market in which the identical security is traded (Level 1). Other debt securities are valued based on yields that are currently available for comparable securities of issuers with similar credit ratings (Level 2).
|
§
|
For commodity contracts, interest rate derivatives and foreign exchange instruments, we primarily use a market approach with market participant assumptions to value these derivatives. Market participant assumptions include those about risk, and the risk inherent in the inputs to the valuation techniques. These inputs can be readily observable, market corroborated, or generally unobservable. We have exchange-traded derivatives that are valued based on quoted prices in active markets for the identical instruments (Level 1). We also may have other commodity derivatives that are valued using industry standard models that consider quoted forward prices for commodities, time value, current market and contractual prices for the underlying instruments, volatility factors, and other relevant economic measures (Level 2). Level 3 recurring items relate to CRRs and long-term, fixed-price electricity positions at SDG&E, as we discuss below under “Level 3 Information.”
|
§
|
Rabbi Trust investments include marketable securities that we value using a market approach based on closing prices reported in the active market in which the identical security is traded (Level 1). These investments in marketable securities were negligible at both March 31, 2016 and December 31, 2015.
|
LEVEL 3 RECONCILIATIONS
|
||||
(Dollars in millions)
|
||||
Three months ended March 31,
|
||||
2016
|
2015
|
|||
Balance as of January 1
|
$
|
19
|
$
|
107
|
Realized and unrealized (losses) gains
|
(1)
|
6
|
||
Settlements
|
(7)
|
(11)
|
||
Balance as of March 31
|
$
|
11
|
$
|
102
|
Change in unrealized (losses) gains relating to
|
||||
instruments still held at March 31
|
$
|
(1)
|
$
|
1
|
NON-RECURRING FAIR VALUE MEASURES – SEMPRA ENERGY CONSOLIDATED
|
|||||||||
(Dollars in millions)
|
|||||||||
Estimated
|
Fair
|
% of
|
Inputs used to
|
||||||
fair
|
value
|
fair value
|
develop
|
Range of
|
|||||
value
|
Valuation technique
|
hierarchy
|
measurement
|
measurement
|
inputs
|
||||
Investment in
|
|||||||||
Rockies Express
|
$
|
440
|
(1)
|
Market approach
|
Level 2
|
100%
|
Equity sale price
|
100%
|
|
(1)
|
At measurement date of March 29, 2016. At March 31, 2016, our investment in Rockies Express had a carrying value of $436 million, reflecting subsequent equity method activity to record a distribution.
|
SALES OF SECURITIES
|
|||||
(Dollars in millions)
|
|||||
Three months ended March 31,
|
|||||
2016
|
2015
|
||||
Proceeds from sales(1)
|
$
|
93
|
$
|
94
|
|
Gross realized gains
|
3
|
2
|
|||
Gross realized losses
|
(8)
|
(4)
|
|||
(1)
|
Excludes securities that are held to maturity.
|
§
|
approved the utilities’ model for implementing PSEP;
|
§
|
approved a process, including a reasonableness review, to determine the amount that the utilities will be authorized to recover from ratepayers for the interim costs incurred through the date of the final decision to implement PSEP, which is recorded in regulatory accounts authorized by the CPUC;
|
§
|
approved balancing account treatment, subject to a reasonableness review, for incremental costs yet to be incurred to implement PSEP; and
|
§
|
established the criteria to determine the amounts that would not be eligible for cost recovery, including:
|
□
|
certain costs incurred or to be incurred searching for pipeline test records,
|
□
|
the cost of pressure testing pipelines installed after July 1, 1961 for which the company has not found sufficient records of testing, and
|
□
|
any undepreciated balances for pipelines installed after 1961 that were replaced due to insufficient documentation of pressure testing.
|
MAJOR PROJECTS – UPDATES
|
|||||||||
Joint Utilities Projects
|
|||||||||
Southern Gas System Reliability Project
|
|||||||||
§
|
In April 2016, the CPUC issued a proposed decision finding that there is a need for enhanced system reliability for the southern portion of the SoCalGas and SDG&E gas system, but concluding that the utilities have failed to demonstrate that there is a need for their proposed pipeline project. Instead, the proposed decision determines that certain non-physical alternatives will provide enhanced supply reliability, without the need to construct pipeline facilities.
|
||||||||
§
|
At March 31, 2016, SoCalGas has approximately $23 million of development costs invested in the project, classified as Property, Plant and Equipment on Sempra Energy's and SoCalGas' Condensed Consolidated Balance Sheets. Some or all of these assets could become impaired if the project and potential alternative uses for these assets were ultimately rejected by the CPUC. SoCalGas and SDG&E filed comments with the CPUC in April 2016.
|
||||||||
Pipeline Safety & Reliability Project
|
|||||||||
§
|
SDG&E and SoCalGas filed an amended application with the CPUC in March 2016 providing detailed analysis and testimony supporting the proposed project. The revised request also presents additional information on the costs and benefits of project alternatives, safety evaluation and compliance analysis, and statutory and procedural requirements. SDG&E and SoCalGas seek approval to construct the proposed project, estimated at a cost of $633 million, and authority to recover the associated revenue requirement in rates.
|
||||||||
SDG&E Projects
|
|||||||||
Cleveland National Forest (CNF) Transmission Projects
|
|||||||||
§
|
In March 2016, the U.S. Forest Service issued a final decision authorizing issuance of the CNF Master Special Use Permit renewing SDG&E's land rights and authorizing the construction, operation and maintenance of facilities located on national forest lands for the next 50 years, as well as approving the majority of the fire-hardening activities proposed by SDG&E.
|
||||||||
§
|
Proposed decision issued by the CPUC in April 2016, which granted SDG&E a permit to construct. Final CPUC decision expected in the second quarter of 2016.
|
||||||||
Sycamore-Peñasquitos Transmission Project
|
|||||||||
§
|
March 2016 final environmental impact report (EIR) recommended an alternative that undergrounds more of the project than originally proposed, and is viewed as environmentally superior. The CPUC may consider this alternative.
|
||||||||
§
|
CPUC's recommended alternative has an estimated cost of $250 million to $300 million, compared to the original project cost estimate of $120 million to $150 million, and would also delay the project schedule by approximately 10 months.
|
||||||||
§
|
CPUC decision expected in the second half of 2016.
|
||||||||
South Orange County Reliability Enhancement
|
|||||||||
§
|
CPUC issued its final EIR for the project in April 2016. The EIR concluded that an alternative project is considered environmentally superior to SDG&E's proposal. The final EIR states that the CPUC is not required to adopt the environmentally superior alternative if there are overriding considerations in favor of another alternative. The CPUC will consider the findings in determining whether to approve SDG&E's proposed project or an alternative to it.
|
||||||||
§
|
Final CPUC decision expected in the second half of 2016.
|
||||||||
§
|
Protecting Public Health and Safety
:
State agencies will: continue the prohibition against SoCalGas injecting any gas into the Aliso Canyon storage facility until a comprehensive review, utilizing independent experts, of the safety of the storage wells and the air quality of the surrounding community is completed; expand real-time monitoring of emissions in the surrounding community; convene an independent panel of scientific and medical experts to review public health concerns stemming from the natural gas leak and evaluate whether additional measures are needed to protect public health; and take all actions necessary to ensure the continued reliability of natural gas and electricity supplies in the coming months during the moratorium on gas injections into the Aliso Canyon storage facility.
|
§
|
Ensuring Accountability
: The CPUC will ensure that SoCalGas covers costs related to the natural gas leak and its response, while protecting ratepayers; and CARB will develop a program to fully mitigate the leak’s emissions of methane by March 31, 2016, with such program to be funded by SoCalGas.
|
§
|
Strengthening Oversight
: The DOGGR will promulgate emergency regulations for gas storage facility operators throughout the state, requiring: at least daily inspection of gas storage well heads using gas leak detection technology such as infrared imaging; ongoing verification of the mechanical integrity of all gas storage wells; ongoing measurement of annular gas pressure or annular gas flow within wells; regular testing of all safety valves used in wells; minimum and maximum pressure limits for each gas storage facility in the state; and a comprehensive risk management plan for each facility that evaluates and prepares for risks, including corrosion potential of pipes and equipment. Additionally, the DOGGR, the CPUC, the CARB and the California Energy Commission will submit to the Governor’s Office a report that assesses the long-term viability of natural gas storage facilities in California.
|
1.
|
SDG&E
provides electric service to San Diego and southern Orange counties and natural gas service to San Diego County.
|
2.
|
SoCalGas
is a natural gas distribution utility, serving customers throughout most of Southern California and part of central California.
|
3.
|
Sempra South American Utilities
develops, owns and operates, or holds interests in, electric transmission, distribution and generation infrastructure in Chile and Peru.
|
4.
|
Sempra Mexico
develops, owns and operates, or holds interests in, natural gas transmission pipelines and propane and ethane systems, a natural gas distribution utility, electric generation facilities (including wind), a terminal for the import of LNG, and marketing operations for the purchase of LNG and the purchase and sale of natural gas in Mexico. In February 2016, management approved a plan to market and sell the Termoeléctrica de Mexicali natural gas-fired power plant located in Mexicali, Baja California, as discussed in Note 3.
|
5.
|
Sempra Renewables
develops, owns and operates, or holds interests in, wind and solar energy projects in Arizona, California, Colorado, Hawaii, Indiana, Kansas, Minnesota, Nebraska, Nevada and Pennsylvania to serve wholesale electricity markets in the United States.
|
6.
|
Sempra Natural Gas
develops, owns and operates, or holds interests in, natural gas pipelines and storage facilities, natural gas distribution utilities and a terminal for the import and export of LNG and sale of natural gas, all within the United States. Sempra Natural Gas also owned and operated the Mesquite Power plant, a natural gas-fired electric generation asset, the remaining 625-MW block of which was sold in April 2015.
|
SEGMENT INFORMATION
|
|||||||||
(Dollars in millions)
|
|||||||||
Three months ended March 31,
|
|||||||||
2016
|
2015
|
||||||||
REVENUES
|
|||||||||
SDG&E
|
$
|
991
|
38
|
%
|
$
|
966
|
36
|
%
|
|
SoCalGas
|
1,033
|
40
|
1,048
|
39
|
|||||
Sempra South American Utilities
|
400
|
15
|
389
|
15
|
|||||
Sempra Mexico
|
138
|
5
|
163
|
6
|
|||||
Sempra Renewables
|
7
|
―
|
8
|
―
|
|||||
Sempra Natural Gas
|
130
|
5
|
197
|
7
|
|||||
Intersegment revenues(1)
|
(77)
|
(3)
|
(89)
|
(3)
|
|||||
Total
|
$
|
2,622
|
100
|
%
|
$
|
2,682
|
100
|
%
|
|
INTEREST EXPENSE
|
|||||||||
SDG&E
|
$
|
48
|
$
|
52
|
|||||
SoCalGas
|
22
|
19
|
|||||||
Sempra South American Utilities
|
9
|
5
|
|||||||
Sempra Mexico
|
4
|
5
|
|||||||
Sempra Renewables
|
―
|
1
|
|||||||
Sempra Natural Gas
|
12
|
21
|
|||||||
All other
|
72
|
63
|
|||||||
Intercompany eliminations
|
(24)
|
(32)
|
|||||||
Total
|
$
|
143
|
$
|
134
|
|||||
INTEREST INCOME
|
|||||||||
Sempra South American Utilities
|
$
|
5
|
$
|
4
|
|||||
Sempra Mexico
|
2
|
2
|
|||||||
Sempra Renewables
|
1
|
―
|
|||||||
Sempra Natural Gas
|
16
|
19
|
|||||||
Intercompany eliminations
|
(18)
|
(18)
|
|||||||
Total
|
$
|
6
|
$
|
7
|
|||||
DEPRECIATION AND AMORTIZATION
|
|||||||||
SDG&E
|
$
|
159
|
49
|
%
|
$
|
145
|
48
|
%
|
|
SoCalGas
|
122
|
37
|
113
|
37
|
|||||
Sempra South American Utilities
|
13
|
4
|
13
|
4
|
|||||
Sempra Mexico
|
17
|
5
|
17
|
6
|
|||||
Sempra Renewables
|
1
|
―
|
2
|
1
|
|||||
Sempra Natural Gas
|
13
|
4
|
12
|
4
|
|||||
All other
|
3
|
1
|
1
|
―
|
|||||
Total
|
$
|
328
|
100
|
%
|
$
|
303
|
100
|
%
|
|
INCOME TAX EXPENSE (BENEFIT)
|
|||||||||
SDG&E
|
$
|
72
|
$
|
88
|
|||||
SoCalGas
|
87
|
95
|
|||||||
Sempra South American Utilities
|
14
|
16
|
|||||||
Sempra Mexico
|
41
|
8
|
|||||||
Sempra Renewables
|
(12)
|
(17)
|
|||||||
Sempra Natural Gas
|
(25)
|
2
|
|||||||
All other
|
(35)
|
(29)
|
|||||||
Total
|
$
|
142
|
$
|
163
|
SEGMENT INFORMATION (CONTINUED)
|
|||||||||
(Dollars in millions)
|
|||||||||
Three months ended March 31,
|
|||||||||
2016
|
2015
|
||||||||
EQUITY EARNINGS (LOSSES)
|
|||||||||
Earnings (losses) recorded before tax:
|
|||||||||
Sempra Renewables
|
$
|
7
|
$
|
2
|
|||||
Sempra Natural Gas
|
(29)
|
17
|
|||||||
Total
|
$
|
(22)
|
$
|
19
|
|||||
Earnings (losses) recorded net of tax:
|
|||||||||
Sempra South American Utilities
|
$
|
2
|
$
|
(1)
|
|||||
Sempra Mexico
|
15
|
16
|
|||||||
Total
|
$
|
17
|
$
|
15
|
|||||
EARNINGS (LOSSES)
|
|||||||||
SDG&E
|
$
|
129
|
40
|
%
|
$
|
147
|
34
|
%
|
|
SoCalGas(2)
|
195
|
61
|
214
|
49
|
|||||
Sempra South American Utilities
|
38
|
12
|
41
|
9
|
|||||
Sempra Mexico
|
17
|
5
|
47
|
11
|
|||||
Sempra Renewables
|
13
|
4
|
13
|
3
|
|||||
Sempra Natural Gas
|
(36)
|
(11)
|
2
|
―
|
|||||
All other
|
(37)
|
(11)
|
(27)
|
(6)
|
|||||
Total
|
$
|
319
|
100
|
%
|
$
|
437
|
100
|
%
|
|
EXPENDITURES FOR PROPERTY, PLANT & EQUIPMENT
|
|||||||||
SDG&E
|
$
|
329
|
34
|
%
|
$
|
355
|
46
|
%
|
|
SoCalGas
|
340
|
35
|
315
|
40
|
|||||
Sempra South American Utilities
|
43
|
4
|
31
|
4
|
|||||
Sempra Mexico
|
40
|
4
|
55
|
7
|
|||||
Sempra Renewables
|
181
|
19
|
3
|
1
|
|||||
Sempra Natural Gas
|
35
|
4
|
10
|
1
|
|||||
All other
|
3
|
―
|
11
|
1
|
|||||
Total
|
$
|
971
|
100
|
%
|
$
|
780
|
100
|
%
|
|
March 31, 2016
|
December 31, 2015
|
||||||||
ASSETS
|
|||||||||
SDG&E
|
$
|
16,625
|
40
|
%
|
$
|
16,515
|
40
|
%
|
|
SoCalGas
|
12,427
|
30
|
12,104
|
29
|
|||||
Sempra South American Utilities
|
3,434
|
8
|
3,235
|
8
|
|||||
Sempra Mexico
|
3,843
|
9
|
3,783
|
9
|
|||||
Sempra Renewables
|
1,454
|
3
|
1,441
|
4
|
|||||
Sempra Natural Gas
|
5,395
|
13
|
5,566
|
13
|
|||||
All other
|
741
|
2
|
734
|
2
|
|||||
Intersegment receivables
|
(2,084)
|
(5)
|
(2,228)
|
(5)
|
|||||
Total
|
$
|
41,835
|
100
|
%
|
$
|
41,150
|
100
|
%
|
|
EQUITY METHOD AND OTHER INVESTMENTS
|
|||||||||
Sempra South American Utilities
|
$
|
(2)
|
$
|
(4)
|
|||||
Sempra Mexico
|
522
|
519
|
|||||||
Sempra Renewables
|
823
|
855
|
|||||||
Sempra Natural Gas
|
1,308
|
1,460
|
|||||||
All other
|
76
|
75
|
|||||||
Total
|
$
|
2,727
|
$
|
2,905
|
|||||
(1)
|
Revenues for reportable segments include intersegment revenues of $3 million, $17 million, $27 million and $30 million for the three months ended March 31, 2016 and $2 million, $19 million, $25 million and $43 million for the three months ended March 31, 2015 for SDG&E, SoCalGas, Sempra Mexico and Sempra Natural Gas, respectively.
|
||||||||
(2)
|
After preferred dividends.
|
§
|
Sempra Energy and its consolidated entities
|
§
|
SDG&E
|
§
|
SoCalGas
|
SEMPRA INTERNATIONAL
|
||
MARKET
|
GEOGRAPHIC REGION
|
|
SEMPRA SOUTH AMERICAN UTILITIES
Develops, owns and operates, or holds interests in, electric transmission, distribution and generation infrastructure
|
§
Provides electricity to a population of approximately 2 million (approximately 672,000 meters) in Chile and approximately 4.9 million consumers (approximately 1,053,000 meters) in Peru
|
§
Chile
§
Peru
|
SEMPRA MEXICO
Develops, owns and operates, or holds interests in:
§
natural gas transmission pipelines and propane and ethane systems
§
a natural gas distribution utility
§
electric generation facilities, including wind
§
a terminal for the import of liquefied natural gas (LNG)
§
marketing operations for the purchase of LNG and the purchase and sale of natural gas
|
§
Natural gas
§
Wholesale electricity
§
Liquefied natural gas
|
§
Mexico
|
§
|
Overall results of our operations and factors affecting those results
|
§
|
Our segment results
|
§
|
Significant changes in revenues, costs and earnings between periods
|
§
|
$(14) million higher non-refundable operating costs, including depreciation and litigation, in 2016 with no corresponding increase in the CPUC-authorized margin due to the delay in the 2016 General Rate Case (GRC) decision; we discuss the 2016 GRC in Note 10 of the Notes to Condensed Consolidated Financial Statements herein
|
§
|
$(13) million decrease due to the plant closure adjustment recorded in 2015 based on the California Public Utilities Commission’s (CPUC) approval of a compliance filing related to SDG&E’s authorized recovery of its investment in the San Onofre Nuclear Generating Station (SONGS), as we discuss in Note 9 of the Notes to Condensed Consolidated Financial Statements herein
|
§
|
$(12) million higher non-refundable operating costs, including depreciation and litigation, in 2016 with no corresponding increase in the CPUC-authorized margin due to the delay in the 2016 GRC decision
|
§
|
$(8) million after-tax gas cost incentive mechanism (GCIM) award approved by the CPUC in 2015
|
§
|
$(4) million lower earnings from foreign currency translation and inflation effects
|
§
|
$(24) million deferred tax expense on our investment in the Termoeléctrica de Mexicali natural gas-fired power plant as a result of management’s decision to hold the asset for sale, as we discuss in Note 3 of the Notes to Condensed Consolidated Financial Statements herein
|
§
|
$(4) million lower earnings, primarily due to positive foreign currency and inflation effects in 2015
|
§
|
$(27) million impairment charge related to Sempra Natural Gas’ investment in Rockies Express Pipeline LLC (Rockies Express)
|
§
|
$(10) million higher net interest expense, due primarily to debt offerings in 2015
|
EARNINGS BY SEGMENT – CALIFORNIA UTILITIES
|
(Dollars in millions)
|
§
|
$129 million in the three months ended March 31, 2016
|
§
|
$147 million in the three months ended March 31, 2015
|
§
|
$14 million higher non-refundable operating costs, including depreciation and litigation, in 2016 with no corresponding increase in the CPUC-authorized margin due to the delay in the 2016 GRC decision; and
|
§
|
$13 million decrease due to the plant closure adjustment recorded in 2015 based on the CPUC approval of a compliance filing related to SDG&E’s authorized recovery of its investment in SONGS;
offset by
|
§
|
$3 million increase in allowance for funds used during construction (AFUDC) related to equity;
|
§
|
$3 million lower generation major maintenance costs; and
|
§
|
$3 million lower interest expense.
|
§
|
$195 million in the three months ended March 31, 2016 (both before and after preferred dividends)
|
§
|
$214 million in the three months ended March 31, 2015 (both before and after preferred dividends)
|
§
|
$12 million higher non-refundable operating costs, including depreciation and litigation, in 2016 with no corresponding increase in the CPUC-authorized margin due to the delay in the 2016 GRC decision;
|
§
|
$8 million after-tax GCIM award approved by the CPUC in 2015 for the 12-month period ending March 31, 2014. We include incentive awards in earnings when we receive any required CPUC approval of the award, which may cause timing differences in earnings. In December 2015, SoCalGas received approval of a $4 million after-tax GCIM award for the 12-month period ending March 31, 2015; and
|
§
|
$2 million higher interest expense;
offset by
|
§
|
$5 million higher returns associated with CPUC-approved capital projects both under construction and in service.
|
EARNINGS BY SEGMENT – SEMPRA INTERNATIONAL
|
(Dollars in millions)
|
§
|
$38 million in the three months ended March 31, 2016
|
§
|
$41 million in the three months ended March 31, 2015
|
§
|
$4 million lower earnings from foreign currency translation and inflation effects; and
|
§
|
$2 million lower capitalized interest due to completion of construction of the Santa Teresa hydroelectric power plant in September 2015;
offset by
|
§
|
$3 million higher earnings from operations mainly due to the start of operations of the Santa Teresa hydroelectric power plant.
|
§
|
$17 million in the three months ended March 31, 2016
|
§
|
$47 million in the three months ended March 31, 2015
|
§
|
$24 million deferred tax expense on our investment in Termoeléctrica de Mexicali as a result of management’s decision to hold the asset for sale, as we discuss in Note 3 of the Notes to Condensed Consolidated Financial Statements herein;
|
§
|
$4 million lower benefit due primarily to positive effects from foreign currency and inflation in 2015, including amounts in equity earnings from our joint ventures. We discuss these effects below in “Impact of Foreign Currency and Inflation Rates on Results of Operations;” and
|
§
|
$3 million lower AFUDC related to equity primarily due to completion of the first segment of the Sonora pipeline.
|
EARNINGS (LOSSES) BY SEGMENT – SEMPRA U.S. GAS & POWER
|
(Dollars in millions)
|
§
|
$13 million in the three months ended March 31, 2016
|
§
|
$13 million in the three months ended March 31, 2015
|
§
|
$(36) million in the three months ended March 31, 2016
|
§
|
$2 million in the three months ended March 31, 2015
|
§
|
$27 million impairment charge related to the investment in Rockies Express, which we discuss further in Notes 3 and 8 of the Notes to Condensed Consolidated Financial Statements herein; and
|
§
|
$9 million lower results primarily from midstream marketing activities driven by changes in natural gas prices.
|
§
|
$37 million in the three months ended March 31, 2016
|
§
|
$27 million in the three months ended March 31, 2015
|
§
|
$10 million higher net interest expense, due primarily to debt offerings in 2015; and
|
§
|
$5 million of income tax benefits in 2015 related to our former commodities-marketing businesses;
offset by
|
§
|
$7 million lower U.S. income tax expense in 2016 as a result of lower planned repatriation of current year earnings from certain non-U.S. subsidiaries.
|
§
|
SDG&E
|
§
|
SoCalGas
|
§
|
Sempra Mexico’s Ecogas México, S. de R.L. de C.V. (Ecogas)
|
§
|
Sempra Natural Gas’ Mobile Gas Service Corporation (Mobile Gas) and Willmut Gas Company (Willmut Gas)
|
§
|
SDG&E
|
§
|
Sempra South American Utilities’ Chilquinta Energía S.A. (Chilquinta Energía) and Luz del Sur S.A.A. (Luz del Sur)
|
UTILITIES REVENUES AND COST OF SALES
|
|||||
(Dollars in millions)
|
|||||
Three months ended March 31,
|
|||||
2016
|
2015
|
||||
Electric revenues:
|
|||||
SDG&E
|
$
|
843
|
$
|
805
|
|
Sempra South American Utilities
|
378
|
363
|
|||
Eliminations and adjustments
|
(2)
|
(2)
|
|||
Total
|
1,219
|
1,166
|
|||
Natural gas revenues:
|
|||||
SoCalGas
|
1,033
|
1,048
|
|||
SDG&E
|
148
|
161
|
|||
Sempra Mexico
|
22
|
25
|
|||
Sempra Natural Gas
|
38
|
42
|
|||
Eliminations and adjustments
|
(18)
|
(20)
|
|||
Total
|
1,223
|
1,256
|
|||
Total utilities revenues
|
$
|
2,442
|
$
|
2,422
|
|
Cost of electric fuel and purchased power:
|
|||||
SDG&E
|
$
|
248
|
$
|
228
|
|
Sempra South American Utilities
|
267
|
253
|
|||
Total
|
$
|
515
|
$
|
481
|
|
Cost of natural gas:
|
|||||
SoCalGas
|
$
|
253
|
$
|
267
|
|
SDG&E
|
39
|
54
|
|||
Sempra Mexico
|
12
|
15
|
|||
Sempra Natural Gas
|
11
|
15
|
|||
Eliminations and adjustments
|
(4)
|
(5)
|
|||
Total
|
$
|
311
|
$
|
346
|
§
|
$38 million increase at SDG&E, which included
|
□
|
$20 million higher cost of electric fuel and purchased power, which we discuss below,
|
□
|
$18 million higher recovery of costs associated with CPUC-authorized refundable programs, which revenues are fully offset in operation and maintenance, and
|
□
|
$3 million higher authorized revenues from electric transmission; and
|
§
|
$15 million increase at Sempra South American Utilities, which included
|
□
|
$53 million due to higher rates at Luz del Sur and Chilquinta Energía, and
|
□
|
$7 million higher revenues from the Santa Teresa hydroelectric power plant, which began commercial operations in September 2015,
offset by
|
□
|
$33 million due to foreign currency exchange rate effects, and
|
□
|
$14 million lower volumes at Luz del Sur.
|
§
|
$20 million increase at SDG&E, which we discuss below; and
|
§
|
$14 million increase at Sempra South American Utilities driven primarily by higher prices, offset by lower volumes and foreign currency exchange rate effects.
|
§
|
decreases in cost of natural gas sold at SoCalGas and SDG&E, as we discuss below;
|
§
|
$14 million GCIM award approved by the CPUC in February 2015 at SoCalGas; and
|
§
|
$5 million lower recovery of costs at SoCalGas associated with CPUC-authorized refundable programs, which revenues are fully offset in operation and maintenance expenses;
offset by
|
§
|
$12 million higher revenues at SoCalGas for returns associated with CPUC-approved capital projects both under construction and in service, including the Pipeline Safety Enhancement Plan (PSEP). We discuss the PSEP in Note 10 of the Notes to Condensed Consolidated Financial Statements herein and below in “Factors Influencing Future Performance – California Utilities.”
|
§
|
$20 million increase in cost of electric fuel and purchased power, including:
|
□
|
an increase from the incremental purchase of renewable energy at higher prices,
offset by
|
□
|
a decrease in consumption due to energy efficiency initiatives, including rooftop solar installations, and
|
□
|
a decrease in the cost of purchased power due to declining natural gas prices; and
|
§
|
$18 million higher recovery of costs associated with CPUC-authorized refundable programs, which revenues are fully offset in operation and maintenance expenses; and
|
§
|
$3 million higher authorized revenues from electric transmission.
|
SDG&E
|
||||||||||
NATURAL GAS SALES AND TRANSPORTATION
|
||||||||||
(Volumes in billion cubic feet, dollars in millions)
|
||||||||||
Natural gas sales
|
Transportation
|
Total
|
||||||||
Customer class
|
Volumes
|
Revenue
|
Volumes
|
Revenue
|
Volumes
|
Revenue
|
||||
Three months ended March 31, 2016:
|
||||||||||
Residential
|
10
|
$
|
125
|
―
|
$
|
1
|
10
|
$
|
126
|
|
Commercial and industrial
|
4
|
30
|
3
|
5
|
7
|
35
|
||||
Electric generation plants
|
―
|
―
|
5
|
1
|
5
|
1
|
||||
14
|
$
|
155
|
8
|
$
|
7
|
22
|
162
|
|||
Other revenues
|
11
|
|||||||||
Balancing accounts
|
(25)
|
|||||||||
Total(1)
|
$
|
148
|
||||||||
Three months ended March 31, 2015:
|
||||||||||
Residential
|
9
|
$
|
111
|
―
|
$
|
1
|
9
|
$
|
112
|
|
Commercial and industrial
|
4
|
30
|
2
|
4
|
6
|
34
|
||||
Electric generation plants
|
―
|
―
|
6
|
―
|
6
|
―
|
||||
13
|
$
|
141
|
8
|
$
|
5
|
21
|
146
|
|||
Other revenues
|
11
|
|||||||||
Balancing accounts
|
4
|
|||||||||
Total(1)
|
$
|
161
|
||||||||
(1)
|
Includes sales to affiliates of $1 million in each of 2016 and 2015.
|
SOCALGAS
|
||||||||||
NATURAL GAS SALES AND TRANSPORTATION
|
||||||||||
(Volumes in billion cubic feet, dollars in millions)
|
||||||||||
Natural gas sales
|
Transportation
|
Total
|
||||||||
Customer class
|
Volumes
|
Revenue
|
Volumes
|
Revenue
|
Volumes
|
Revenue
|
||||
Three months ended March 31, 2016:
|
||||||||||
Residential
|
72
|
$
|
696
|
1
|
$
|
4
|
73
|
$
|
700
|
|
Commercial and industrial
|
27
|
180
|
71
|
66
|
98
|
246
|
||||
Electric generation plants
|
―
|
―
|
33
|
7
|
33
|
7
|
||||
Wholesale
|
―
|
―
|
35
|
6
|
35
|
6
|
||||
99
|
$
|
876
|
140
|
$
|
83
|
239
|
959
|
|||
Other revenues
|
54
|
|||||||||
Balancing accounts
|
20
|
|||||||||
Total(1)
|
$
|
1,033
|
||||||||
Three months ended March 31, 2015:
|
||||||||||
Residential
|
61
|
$
|
605
|
1
|
$
|
6
|
62
|
$
|
611
|
|
Commercial and industrial
|
25
|
178
|
72
|
59
|
97
|
237
|
||||
Electric generation plants
|
―
|
―
|
33
|
7
|
33
|
7
|
||||
Wholesale
|
―
|
―
|
41
|
8
|
41
|
8
|
||||
86
|
$
|
783
|
147
|
$
|
80
|
233
|
863
|
|||
Other revenues
|
48
|
|||||||||
Balancing accounts
|
137
|
|||||||||
Total(1)
|
$
|
1,048
|
||||||||
(1)
|
Includes sales to affiliates of $17 million in 2016 and $19 million in 2015.
|
§
|
a decrease in the cost of natural gas sold, as we discuss below;
|
§
|
$14 million GCIM award approved by the CPUC in February 2015; and
|
§
|
$5 million lower recovery of costs associated with CPUC-authorized refundable programs, which revenues are fully offset in operation and maintenance expenses;
offset by
|
§
|
$12 million higher revenues for returns associated with CPUC-approved capital projects both under construction and in service, including the PSEP.
|
OTHER UTILITIES
|
|||||||
NATURAL GAS AND ELECTRIC REVENUES
|
|||||||
(Dollars in millions)
|
|||||||
Three months ended
March 31, 2016
|
Three months ended
March 31, 2015
|
||||||
Volumes
|
Revenue
|
Volumes
|
Revenue
|
||||
Natural Gas Sales (billion cubic feet):
|
|||||||
Sempra Mexico – Ecogas
|
8
|
$
|
22
|
7
|
$
|
25
|
|
Sempra Natural Gas:
|
|||||||
Mobile Gas (including transportation)
|
13
|
32
|
13
|
34
|
|||
Willmut Gas
|
1
|
6
|
1
|
8
|
|||
Total
|
22
|
$
|
60
|
21
|
$
|
67
|
|
Electric Sales (million kilowatt hours):
|
|||||||
Sempra South American Utilities:
|
|||||||
Luz del Sur
|
1,949
|
$
|
232
|
1,923
|
$
|
217
|
|
Chilquinta Energía
|
799
|
135
|
792
|
137
|
|||
2,748
|
367
|
2,715
|
354
|
||||
Other service revenues
|
11
|
9
|
|||||
Total
|
$
|
378
|
$
|
363
|
§
|
$63 million decrease at Sempra Natural Gas primarily due to:
|
□
|
$27 million lower power revenues due to the sale of the remaining block of Mesquite Power in April 2015,
|
□
|
$20 million primarily from lower natural gas prices and volumes on power sold to Sempra Mexico’s Mexicali power plant, and
|
□
|
$12 million losses associated with midstream marketing activities driven by changes in natural gas prices; and
|
§
|
$22 million lower revenues at Sempra Mexico primarily due to lower power prices and volumes in its power business, including $15 million decrease at the Mexicali power plant, and lower natural gas prices in its gas business;
offset by
|
§
|
$10 million primarily from lower intercompany eliminations associated with sales between Sempra Natural Gas and Sempra Mexico.
|
§
|
$31 million decrease at Sempra Natural Gas primarily due to lower natural gas costs and volumes and lower electric fuel costs due to the sale of the remaining block of Mesquite Power in April 2015; and
|
§
|
$16 million decrease at Sempra Mexico primarily due to lower natural gas costs and volumes;
offset by
|
§
|
$10 million primarily from lower intercompany eliminations of costs primarily associated with sales between Sempra Natural Gas and Sempra Mexico.
|
§
|
$18 million higher expenses associated with CPUC-authorized refundable programs for which all costs incurred are fully recovered in revenue (refundable program expenses); and
|
§
|
$12 million higher non-refundable operating costs, including labor, contract services and administrative and support costs.
|
§
|
$17 million higher non-refundable operating costs, including labor, contract services and administrative and support costs;
offset by
|
§
|
$5 million lower expenses associated with CPUC-authorized refundable programs for which all costs incurred are fully recovered in revenue (refundable program expenses).
|
INCOME TAX EXPENSE AND EFFECTIVE INCOME TAX RATES
|
|||||||||||
(Dollars in millions)
|
|||||||||||
Effective
|
Effective
|
||||||||||
Income tax
|
income
|
Income tax
|
income
|
||||||||
expense
|
tax rate
|
expense
|
tax rate
|
||||||||
Three months ended March 31,
|
|||||||||||
2016
|
2015
|
||||||||||
Sempra Energy Consolidated
|
$
|
142
|
31
|
%
|
$
|
163
|
27
|
%
|
|||
SDG&E
|
72
|
36
|
88
|
37
|
|||||||
SoCalGas
|
87
|
31
|
95
|
31
|
§
|
$29 million deferred Mexican income tax expense on our outside basis difference in Termoeléctrica de Mexicali as a result of management’s decision to hold the asset for sale. We discuss the planned sale further in Note 3 of the Notes to Condensed Consolidated Financial Statements herein;
offset by
|
§
|
lower U.S. income tax expense in 2016 as a result of lower planned repatriation of current year earnings from certain non-U.S. subsidiaries. We discuss repatriation in “Results of Operations – Changes in Revenues, Costs and Earnings – Income Taxes” in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Annual Report.
|
TRANSLATION IMPACT FROM CHANGE IN AVERAGE FOREIGN CURRENCY EXCHANGE RATES
|
||||||
(Dollars in millions)
|
||||||
First quarter 2016
compared to first quarter 2015
|
||||||
Lower earnings from foreign currency translation:
|
||||||
Sempra South American Utilities
|
$
|
5
|
||||
Sempra Mexico
|
1
|
|||||
Total
|
$
|
6
|
TRANSACTIONAL GAINS (LOSSES) FROM FOREIGN CURRENCY AND INFLATION
|
||||||||
(Dollars in millions)
|
||||||||
Transactional
|
||||||||
gains (losses) included
|
||||||||
Total reported amount
|
in reported amounts
|
|||||||
Three months ended March 31,
|
||||||||
2016
|
2015
|
2016
|
2015
|
|||||
Other income, net
|
$
|
49
|
$
|
39
|
$
|
1
|
$
|
(1)
|
Income tax expense
|
142
|
163
|
1
|
6
|
||||
Equity earnings, net of income tax
|
17
|
15
|
1
|
1
|
||||
Earnings
|
319
|
437
|
3
|
5
|
§
|
finance capital expenditures
|
§
|
meet liquidity requirements
|
§
|
fund shareholder dividends
|
§
|
fund new business acquisitions or start-ups
|
§
|
repay maturing long-term debt
|
§
|
fund expenditures related to the natural gas leak at SoCalGas’ Aliso Canyon natural gas storage facility
|
CASH PROVIDED BY OPERATING ACTIVITIES
|
||||||||
(Dollars in millions)
|
||||||||
Three months ended
March 31, 2016
|
2016 change
|
Three months ended
March 31, 2015
|
||||||
Sempra Energy Consolidated
|
$
|
592
|
$
|
(219)
|
(27)
|
%
|
$
|
811
|
SDG&E
|
369
|
70
|
23
|
299
|
||||
SoCalGas
|
241
|
(134)
|
(36)
|
375
|
§
|
$335 million increase in receivable at SoCalGas for expected insurance recovery of certain expenditures related to the natural gas leak at the Aliso Canyon storage facility, and a $28 million net increase in reserve for accrued expenditures related to the leak. The $28 million net increase includes $335 million of additional accruals, offset by $307 million of cash expenditures;
|
§
|
$40 million decrease in inventories in 2016 compared to a $132 million decrease in 2015, primarily due to lower gas inventory at SoCalGas as a result of the current moratorium on natural gas injections at its Aliso Canyon natural gas storage facility;
|
§
|
$40 million lower net income, adjusted for noncash items included in earnings, in 2016 compared to 2015; and
|
§
|
$28 million higher decrease in compensation and benefit accruals in 2016 compared to 2015;
offset by
|
§
|
$7 million increase in accounts payable in 2016 compared to a $152 million decrease in 2015, primarily due to the current moratorium on natural gas injections at the Aliso Canyon storage facility as well as lower average cost of natural gas purchased;
|
§
|
$189 million decrease in accounts receivable in 2016 compared to a $129 million decrease in 2015, primarily due to lower natural gas prices at SoCalGas in 2016; and
|
§
|
$84 million net decrease in net undercollected regulatory balancing accounts (including long-term amounts included in regulatory assets) in 2016 at the California Utilities compared to a $27 million net decrease in 2015. Over- and undercollected regulatory balancing accounts reflect the difference between customer billings and recorded or CPUC-authorized costs. These differences are required to be balanced over time. See further discussion of changes in regulatory balances at both SDG&E and SoCalGas below.
|
§
|
$26 million decrease in accounts receivable in 2016 compared to a $15 million increase in 2015;
|
§
|
$27 million increase in greenhouse gas allowances in 2016 compared to a $67 million increase in 2015; and
|
§
|
$8 million net income tax refunds in 2016 compared to $31 million net income tax payments in 2015;
offset by
|
§
|
$30 million lower net income, adjusted for noncash items included in earnings, in 2016 compared to 2015.
|
§
|
$335 million increase in receivable for expected insurance recovery of certain expenditures related to the natural gas leak at the Aliso Canyon storage facility, and a $28 million net increase in reserve for accrued expenditures related to the leak. The $28 million net increase includes $335 million of additional accruals, offset by $307 million of cash expenditures;
|
§
|
$23 million increase in income taxes payable in 2016 compared to a $107 million increase in 2015; and
|
§
|
$46 million decrease in inventories in 2016 compared to a $72 million decrease in 2015, primarily due to lower gas inventory as a result of the current moratorium on natural gas injections at the Aliso Canyon storage facility;
offset by
|
§
|
$29 million decrease in accounts payable in 2016 compared to a $160 million decrease in 2015, primarily due to the current moratorium on natural gas injections at the Aliso Canyon storage facility, as well as lower average cost of natural gas purchased;
|
§
|
$20 million increase in net overcollected regulatory balancing accounts (including long-term amounts included in regulatory assets) in 2016 compared to a $49 million increase in net undercollected balances in 2015, primarily due to changes in fixed cost balancing accounts;
|
§
|
$57 million higher net income, adjusted for noncash items included in earnings, in 2016 compared to 2015; and
|
§
|
$186 million decrease in accounts receivable in 2016 compared to a $136 million decrease in 2015, primarily due to lower natural gas prices in 2016.
|
CONTRIBUTIONS TO PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS
|
||||
(Dollars in millions)
|
||||
Three months ended March 31, 2016
|
||||
Other
|
||||
Pension
|
postretirement
|
|||
benefits
|
benefits
|
|||
Sempra Energy Consolidated
|
$
|
15
|
$
|
1
|
SDG&E
|
2
|
―
|
CASH USED IN INVESTING ACTIVITIES
|
||||||||
(Dollars in millions)
|
||||||||
Three months ended
|
Three months ended
|
|||||||
March 31, 2016
|
2016 change
|
March 31, 2015
|
||||||
Sempra Energy Consolidated
|
$
|
(989)
|
$
|
219
|
28
|
%
|
$
|
(770)
|
SDG&E
|
(330)
|
(91)
|
(22)
|
(421)
|
||||
SoCalGas
|
(290)
|
(99)
|
(25)
|
(389)
|
§
|
$191 million increase in capital expenditures; and
|
§
|
$24 million lower repayments of advances to unconsolidated affiliates.
|
§
|
$66 million advances to Sempra Energy in 2015; and
|
§
|
$26 million decrease in capital expenditures in 2016.
|
§
|
$50 million decrease in advances to Sempra Energy in 2016 compared to a $74 million increase in 2015;
offset by
|
§
|
$25 million increase in capital expenditures in 2016.
|
§
|
$2.7 billion at the California Utilities for capital projects and plant improvements ($1.3 billion at SDG&E and $1.4 billion at SoCalGas), excluding incremental amounts that may result from the natural gas leak at the Aliso Canyon facility or related increased requirements for all natural gas storage facilities
|
§
|
$2.8 billion at our other subsidiaries for acquisition of our joint venture partner’s 50-percent interest in GdC, capital projects in Mexico and South America, and development of LNG, natural gas and renewable generation projects
|
§
|
$800 million for improvements to natural gas, including pipeline safety, and electric generation and distribution systems
|
§
|
$500 million for improvements to electric transmission systems
|
§
|
$1.2 billion for improvements to distribution, transmission and storage systems, and for pipeline safety, including $350 million for the PSEP
|
§
|
$100 million for advanced metering infrastructure
|
§
|
$100 million for other natural gas projects
|
§
|
approximately $220 million for capital projects in South America (approximately $160 million and $60 million in Peru and Chile, respectively), primarily related to improvements to electric transmission and distribution systems
|
§
|
approximately $450 million to $500 million for capital projects, including approximately $400 million for the development of the Sonora, Ojinaga and San Isidro – Samalayuca pipeline projects, all developed solely by Sempra Mexico
|
§
|
funds for the potential acquisition of our joint venture partner’s 50-percent interest in GdC, as we discuss in Note 3 of the Notes to Condensed Consolidated Financial Statements herein
|
§
|
approximately $900 million for the development of wind and solar renewable projects, including Black Oak Getty Wind, Mesquite Solar 2, Mesquite Solar 3 and Copper Mountain Solar 4
|
§
|
approximately $170 million for development of LNG and natural gas transportation projects, including approximately $50 million capitalized interest on our investment in the Cameron LNG JV, and $80 million for development of the Cameron Interstate Pipeline
|
CASH FLOWS FROM FINANCING ACTIVITIES
|
|||||||
(Dollars in millions)
|
|||||||
Three months ended
|
Three months ended
|
||||||
March 31, 2016
|
2016 change
|
March 31, 2015
|
|||||
Sempra Energy Consolidated
|
$
|
364
|
$
|
595
|
$
|
(231)
|
|
SDG&E
|
(23)
|
(160)
|
137
|
||||
SoCalGas
|
5
|
55
|
(50)
|
§
|
$531 million increase in short-term debt in 2016 compared to a $363 million decrease in 2015; and
|
§
|
$600 million lower payments on debt, including lower payments of long-term debt of $8 million ($22 million in 2016 compared to $30 million in 2015), and lower payments of commercial paper and other short-term debt with maturities greater than 90 days of $592 million ($32 million in 2016 compared to $624 million in 2015);
offset by
|
§
|
$883 million lower issuances of debt, primarily from issuances of long-term debt in 2015.
|
§
|
$388 million net proceeds from issuances of long-term debt in 2015; and
|
§
|
$17 million higher payments on long-term debt in 2016;
offset by
|
§
|
$2 million decrease in short-term debt in 2016 compared to a $246 million decrease in 2015.
|
§
|
stopping the leak;
|
§
|
protecting public health and safety;
|
§
|
ensuring accountability; and
|
§
|
strengthening oversight.
|
§
|
Bay Gas, a facility located 40 miles north of Mobile, Alabama, that provides underground storage and delivery of natural gas. Sempra Natural Gas owns 91 percent of the project. It is the easternmost salt dome storage facility on the Gulf Coast, with direct service to the Florida market and markets across the Southeast, Mid-Atlantic and Northeast regions.
|
§
|
Mississippi Hub, located 45 miles southeast of Jackson, Mississippi, an underground salt dome natural gas storage project with access to shale basins of East Texas and Louisiana, traditional gulf supplies and LNG, with multiple interconnections to serve the Southeast and Northeast regions.
|
§
|
LA Storage, a salt cavern development project in Cameron Parish, Louisiana. Sempra Natural Gas owns 77 percent of the project and ProLiance Transportation LLC owns the remaining 23 percent. The project’s location provides access to several LNG facilities in the area.
|
SIGNATURES
|
|
Sempra Energy:
|
|
Pursuant to the requirements 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.
|
|
SEMPRA ENERGY,
(Registrant)
|
|
Date: May 4, 2016
|
By: /s/ Trevor I. Mihalik
|
Trevor I. Mihalik
Senior Vice President, Controller and
Chief Accounting Officer
|
San Diego Gas & Electric Company:
|
|
Pursuant to the requirements 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.
|
|
SAN DIEGO GAS & ELECTRIC COMPANY,
(Registrant)
|
|
Date: May 4, 2016
|
By: /s/ Bruce A. Folkmann
|
Bruce A. Folkmann
Vice President, Controller, Chief Financial Officer and Chief Accounting Officer
|
Southern California Gas Company:
|
|
Pursuant to the requirements 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.
|
|
SOUTHERN CALIFORNIA GAS COMPANY,
(Registrant)
|
|
Date: May 4, 2016
|
By: /s/ Bruce A. Folkmann
|
Bruce A. Folkmann
Vice President, Controller, Chief Financial Officer and Chief Accounting Officer
|
Exhibit 10.1
SEMPRA ENERGY
488 8th Avenue
San Diego, California 92101
[Date]
[Name]
[Address]
Re: Indemnification and Insurance
Dear [First name],
The Board of Directors of Sempra Energy (the Company) has investigated the availability and sufficiency of liability insurance and statutory indemnification provisions to provide directors, officers, employees and other agents of the Sempra Energy Companies with appropriate protection against the various legal risks and potential liabilities to which their positions subject them. It has concluded that liability insurance and statutory indemnification provisions may provide inadequate and unacceptable protection.
Accordingly, to attract and retain the services of highly experienced and capable individuals such as you, the Companys Board of Directors has determined (after due consideration and investigation of the terms and provisions of this agreement) that it is not only reasonable and prudent but also essential to the best interests of the Company and its shareholders to provide the additional protective measures contemplated by this agreement.
Therefore, the Board of Directors has authorized the Company to enter into the following agreement with you:
1. Definitions . For purposes of this agreement:
(a) The term agent of the Company means any person who is or was a director, officer, employee or other agent of one or more Sempra Energy Companies, or is or was serving at the request of the Company as a director, officer, employee or other agent of another corporation, partnership, joint venture, trust or other enterprise, in each case whether or not such person is serving in such capacity at the time any expense, liability or settlement amount is incurred for which indemnification or advances of expenses are to be provided under this agreement.
(b) A change in control of the Company shall be deemed to have occurred when:
(i) Any person is or becomes the beneficial owner (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934), directly or indirectly, of securities of the Company representing twenty percent (20%) or more of the combined voting power of the Companys then outstanding securities; or
(ii) The following individuals cease for any reason to constitute a majority of the number of directors then serving: individuals who, on the date hereof, constitute the Board of Directors of the Company and any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including, but not limited to, a consent solicitation, relating to the election of directors of the Company) whose appointment or election by the Board of Directors or nomination for election by the Companys shareholders was approved or recommended by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors on the date hereof or whose appointment, election or nomination for election was previously so approved or recommended; or
(iii) There is consummated a merger or consolidation of the Company or any direct or indirect subsidiary of the Company with any other corporation, other than (A) a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof), in combination with the ownership of any trustee or other fiduciary holding securities under an employee benefit plan of the Company or any subsidiary of the Company, at least sixty percent (60%) of the combined voting power of the securities of the Company or such surviving entity or any parent thereof outstanding immediately after such merger or consolidation, or (B) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no person is or becomes the beneficial owner, directly or indirectly, of securities of the Company (not including in the securities beneficially owned by any such person any securities acquired directly from the Company or its affiliates other than in connection with the acquisition by the Company or its affiliates of a business) representing twenty percent (20%) or more of the combined voting power of the Companys then outstanding securities; or
(iv) The shareholders of the Company approve a plan of complete liquidation or dissolution of the Company or there is consummated an agreement for the sale or disposition by the Company of all or substantially all of the Companys assets, other than a sale or disposition by the Company of all or substantially all of the Companys assets to an entity, at least sixty percent (60%) of the combined voting power of the voting securities of which are owned by shareholders of the Company in substantially the same proportions as their ownership of the Company immediately prior to such sale.
(c) The term expenses includes, without limitation, fees (statutory or otherwise), disbursements and retainers of attorneys, accountants, witnesses and experts, travel and deposition costs, expenses of investigations, judicial or administrative proceedings and appeals and other expenses actually and reasonably incurred by you in connection with any proceeding or in establishing your rights to indemnification by the Company pursuant to this agreement or otherwise and, to the extent you are not otherwise compensated by a Sempra Energy Company or any third party, reasonable compensation for time spent by you in connection with any of the foregoing. The term expenses does not include liabilities or settlement amounts.
(d) The term liabilities includes, without limitation, judgments, fines, penalties, excise taxes under the Employee Retirement Income Security Act of 1974 and other monetary liabilities levied or assessed against you in connection with any proceeding. The term liabilities does not include expenses or settlement amounts.
(e) The term person shall have the meaning given in section 3(a)(9) of the Securities Exchange Act of 1934, as modified and used in sections 13(d) and 14(d) thereof, except that such term shall not include (i) the Company or any of its subsidiaries, (ii) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any of its affiliates, (iii) an underwriter temporarily holding securities pursuant to an offering of such securities, (iv) a corporation owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as their ownership of the Company, or (v) a person or group as used in Rule 13d-1(b) under the Securities Exchange Act of 1934.
(f) The term proceeding includes, without limitation, any threatened, pending or completed action, suit or other proceeding (whether formal or informal, whether brought by or in the name or right of a Sempra Energy Company or otherwise and whether of a civil, criminal, administrative, investigative or other nature) to which you are party, are threatened to be made a party or are otherwise involved by reason of the fact that you are or were an agent of the Company.
(g) The term reviewing party means the person or body appointed in accordance with Section 5 of this agreement.
(h) The term Sempra Energy Companies means the Company and its subsidiaries and any other corporation, partnership, joint venture, trust or other enterprise directly or indirectly controlled (by possession, direct or indirect, of the power to direct or cause the direction of the management and policies of such enterprise, through the ownership of voting securities or otherwise) by the Company, and the term a Sempra Energy Company means any of the Sempra Energy Companies.
(i) The term settlement amounts includes, without limitation, all amounts actually and reasonably incurred by you in settling or otherwise disposing of any proceeding. The term settlement amounts do not include expenses or liabilities.
2. Agreement to Serve . You agree to continue to serve the Sempra Energy Companies as a director, officer or employee for so long as you are retained in such positions or until such time as you tender your resignation or are removed or terminated from such positions.
3. Indemnification in Third Party Proceedings . The Company shall indemnify you against all expenses, liabilities and settlement amounts incurred by you in connection with any proceeding (other than a proceeding by or in the name or right of a Sempra Energy Company to procure a judgment in its favor) by reason of the fact that you are or were an agent of the Company; provided, however, that the Company shall not be required to indemnify you in respect of any settlement amounts incurred by you that are not approved by the Company.
4. Indemnification in Proceedings by or in the Name or Right of a Sempra Energy Company . The Company shall indemnify you against all expenses, liabilities and settlement amounts incurred by you in connection with any proceeding by or in the name or right of a Sempra Energy Company to procure a judgment in its favor.
5. Conclusive Presumption Regarding Standards of Conduct . You shall be conclusively presumed to have met all relevant standards of conduct (if any) of applicable law for indemnification pursuant to this agreement, unless a determination is made that you have not met such standards by the reviewing party. Before any change in control of the Company, the reviewing party shall be any appropriate person or body consisting of a member or members of the Board of Directors of the Company or any other person or body appointed by the Board of Directors of the Company who is not a party to the proceeding with respect to which you are seeking indemnification; after a change in control of the Company, the reviewing party shall be the independent counsel. With respect to all matters arising after a change in control of the Company concerning your right to indemnification under this agreement or any other agreement or under applicable law or the Companys Articles of Incorporation or Bylaws now or hereafter in effect relating to indemnification for indemnifiable events, the Company shall seek legal advice only from independent counsel selected by you and approved by the Company, the approval of whom shall not be unreasonably withheld, and who has not otherwise performed services for the Company or you (other than in connection with indemnification matters) within the last five years. The independent counsel shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or you in an action to determine your rights under this agreement. The independent counsel, among other things, shall render a written opinion to the Company and you as to whether and to what extent you should be permitted to be indemnified under applicable law. The Company agrees to pay the reasonable fees of the independent counsel and to indemnify fully such counsel against any and all expenses, including attorneys fees, claims, liabilities, loss, and damages arising out of or relating to this agreement or the engagement of independent counsel under this agreement.
6. Indemnification of Expenses of Successful Party . Notwithstanding any other provision of this agreement, to the extent that you have been successful in defense of any proceeding or in defense of any claim, issue or matter therein, on the merits or otherwise (including, without limitation, the dismissal thereof without prejudice or settlement thereof without an admission of liability), the Company shall indemnify you against all expenses incurred by you in connection therewith.
7. Partial Indemnification . If you are entitled under any provision of this agreement to indemnification by the Company for a portion of the expenses, liabilities and settlement amounts incurred by you in connection with any proceeding but not, however, for the total amount thereof, the Company shall nevertheless indemnify you for the portion of your expenses, liabilities and settlement amounts to which you are entitled.
8. Advances of Expenses . Upon your written request and without regard to any determination made under Section 5 of this agreement, expenses incurred by you in connection with any proceeding shall be promptly advanced to you by the Company prior to the final disposition of the proceeding subject to your written undertaking to repay any advances if it is ultimately determined that you are not entitled to indemnification in respect of such expenses.
9. Indemnification Procedure; Determination of Right to Indemnification .
(a) You will promptly notify the Company in writing after your receipt of notice of the commencement of any proceeding in respect of which a claim is to be made against the Company under this agreement; provided, however, your omission so to notify the Company shall not relieve the Company from any liability which it may have to you under this agreement except and to the extent that the Company establishes by clear and convincing evidence that such omission was materially prejudicial to the Company and shall not relieve the Company from any liability which it may otherwise have to you. You will also provide the Company with such information and cooperation with respect to the proceeding as it may reasonably request.
(b) If a claim by you for indemnification or for advances of expenses under this agreement is not paid by the Company within 30 days of the Companys receipt of your written request for payment, your rights to indemnification and advances as provided by this agreement shall be enforceable by you in any court of competent jurisdiction. In any such action, you shall be presumed to be entitled to indemnification and advances of expenses and the Company shall be required to establish by clear and convincing evidence that you are not so entitled or that such indemnification and advancement of expenses is prohibited under applicable law.
(c) The expenses incurred by you in connection with any action concerning your right to indemnification or advances of expenses in whole or in part pursuant to this agreement shall also be indemnified by the Company regardless of the outcome of such an action, unless a court of competent jurisdiction determines that each of the material assertions made by you in such action were not made in good faith or were frivolous.
(d) With respect to any proceeding for which indemnification or advances of expenses is requested pursuant to this agreement, the Company will be entitled to participate therein at its own expense and, except as otherwise provided below, may assume the defense thereof with counsel satisfactory to you. You shall have the right to employ your own counsel in any proceeding, but the Company will not be liable to you under this agreement for any fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense of the proceeding unless (i) the employment of counsel by you has been authorized by the Company, (ii) you shall have reasonably concluded that there may be a conflict of interest between the Company and you in the conduct of the defense of the proceeding, or (iii) the Company shall not in fact have employed counsel to assume the defense of the proceeding. The Company shall not be entitled to assume the defense of any proceeding brought by or in the name or right of a Sempra Energy Company or any proceeding as to which you have concluded that there may be a conflict of interest between the Company and you and the Company shall not settle any proceeding in any manner which would impose any penalty or limitation on you without your written consent.
10. Limitations on Indemnification and Advances of Expenses . No indemnification or advances of expenses shall be made to you by the Company pursuant to this agreement:
(a) In connection with any proceeding initiated or brought voluntarily by you and not by way of defense, except with respect to actions brought to establish or enforce a right to indemnification or advances of expenses under this agreement or any statute or other law or otherwise as required under applicable law, but such indemnification or advances of expenses may be provided by the Company in specific cases if the Board of Directors finds it to be appropriate.
(b) To the extent that you are actually indemnified or expenses are actually advanced to you by the Company otherwise than pursuant to this agreement or by another Sempra Energy Company or an affiliate thereof.
(c) To the extent that any expenses, liabilities or settlement amounts are actually paid or reimbursed to you pursuant to a valid and collectible insurance policy.
(d) In connection with any proceeding for an accounting of profits made from the purchase or sale by you of securities pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934, the rules and regulations promulgated thereunder and amendments thereto or similar provisions of any federal, state or local statutory law.
(e) To the extent that such indemnification or advances of expenses is determined to be prohibited under applicable law by a final and nonappealable judgment of a court of competent jurisdiction.
11. Maintenance of Liability Insurance .
(a) The Company agrees that, subject to subsection (c), as long as you continue to serve as a director or officer of a Sempra Energy Company and thereafter as long as you may be subject to any possible proceeding, the Company shall on your behalf purchase and maintain in full force and effect directors and officers liability insurance in reasonable amounts and coverages from established and reputable insurers.
(b) In all directors and officers liability insurance policies, you shall be named as an insured in such a manner as to provide you with the same rights and benefits as are accorded to the most favorably insured of the Companys directors or officers.
(c) Notwithstanding the foregoing, the Company shall have no obligation to maintain directors and officers liability insurance on your behalf if the Company reasonably determines that such insurance is not reasonably available, the premium costs for such insurance are disproportionate to the amount of coverage provided, the coverage provided by such insurance is so limited by exclusions, endorsements, or any other insurance policy terms and conditions that it provides an insufficient benefit, or you are covered by similar insurance maintained by another Sempra Energy Company or an affiliate thereof.
12. Additional Indemnification Rights; Nonexclusivity . Notwithstanding any other provision of this agreement, the Company agrees to indemnify and advance expenses to you to the highest extent permitted by applicable law, notwithstanding that such indemnification or advances are not specifically authorized by the other provisions of this agreement, the Companys Articles of Incorporation, the Companys Bylaws or by statute. In the event of any change, after the date of this agreement, in any applicable law, statute or rule which expands the right of a California corporation to indemnify or advance expenses to an agent of the Company, such changes shall be ipso facto within the purview of your rights and Companys obligations under this agreement. In the event of any change in applicable law, statute or rule which narrows the right of a California corporation to indemnify an agent of the Company, such changes, to the extent not otherwise required by such law, statute or rule to be applied to this agreement, shall have no effect on this agreement or your rights and the Companys obligations hereunder. The indemnification and advances of expenses provided by this agreement shall not be deemed exclusive of any rights to which you may be entitled under the Companys Articles of Incorporation, its Bylaws, any agreement, any vote of shareholders or disinterested directors, the California General Corporation Law, or otherwise, both as to action in your official capacity and as to action in another capacity while holding such office. The indemnification and advances of expenses provided under this agreement shall continue for any action taken or not taken by you while serving in an indemnified capacity even though you may have ceased to serve in such capacity at the time of any action or other covered proceeding.
13. Acknowledgment . Both you and the Company understand and acknowledge that in certain instances, applicable law or public policy may prohibit or otherwise limit the indemnification or advances of expenses intended to be provided by this agreement. You also understand and acknowledge that the Company has undertaken or may in the future undertake with the Securities and Exchange Commission in certain circumstances to submit to, and be bound by, a court determination of your right to indemnification contemplated by this agreement.
14. Successors and Assigns . This agreement shall be binding upon, and shall inure to your benefit and to the benefit of your heirs, executors, administrators and assigns, whether or not you have ceased to be an agent of the Company.
15. Separability . Each and every paragraph, sentence, term and provision of this agreement is separate and distinct so that if any paragraph, sentence, term or provision thereof shall be held to be invalid or unenforceable for any reason, such invalidity or unenforceability shall not affect the validity or enforceability of any other paragraph, sentence, term or provision hereof. To the extent required, any paragraph, sentence, term or provision of this agreement may be modified by a court of competent jurisdiction to preserve its validity and to provide you with indemnification and advances of expenses in connection with any proceeding to the maximum extent permitted by applicable law.
16. Savings Clause . If this agreement or any paragraph, sentence, term or provision of this agreement is invalidated on any ground by any court of competent jurisdiction, the Company shall nevertheless indemnify you as to any expenses, liabilities and settlement amounts actually and reasonably incurred by you in connection with any proceeding to the fullest extent permitted by any applicable paragraph, sentence, term or provision of this agreement that has not been invalidated or by any provision of applicable law.
17. Interpretation; Governing Law . This agreement shall be construed as a whole and in accordance with its fair meaning. Headings are for convenience only and shall not be used in construing meaning. This agreement shall be governed and interpreted in accordance with the laws of the State of California.
18. Amendments . No amendment, waiver, modification, termination or cancellation of this agreement shall be effective unless in writing signed by the party against whom enforcement is sought. The rights afforded to you by this agreement are contract rights and may not be diminished, eliminated or otherwise affected by amendments to the Articles of Incorporation or Bylaws of the Company or by other agreements, including directors and officers insurance policies.
19. Notices . Any notice required to be given to the Company under this agreement shall be directed to the Company at its principal executive offices to the attention of the Companys General Counsel.
20. Subject Matter . The intended purpose of this agreement is to provide for indemnification, advances of expenses and insurance and this agreement is not intended to affect any other aspect of any relationship between you and the Sempra Energy Companies.
______________
If the foregoing is acceptable to you, please so indicate by signing the enclosed copy of this letter and returning it to the Company whereupon this letter shall become a binding agreement between you and the Company.
SEMPRA ENERGY
By:
Its:
Enclosure
ACCEPTED:
EXHIBIT 31.1
CERTIFICATION
I, Debra L. Reed, certify that:
1. I have reviewed this report on Form 10-Q of Sempra Energy;
May 4, 2016
/s/ Debra L. Reed |
Debra L. Reed |
Chief Executive Officer |
EXHIBIT 31.2
CERTIFICATION
I, Joseph A. Householder, certify that:
1. I have reviewed this report on Form 10-Q of Sempra Energy;
May 4, 2016
/s/ Joseph A. Householder |
Joseph A. Householder |
Chief Financial Officer |
EXHIBIT 31.3
CERTIFICATION
I, J. Walker Martin, certify that:
1. I have reviewed this report on Form 10-Q of San Diego Gas & Electric Company;
May 4, 2016
/s/ J. Walker Martin |
J. Walker Martin |
Chief Executive Officer |
EXHIBIT 31.4
CERTIFICATION
I, Bruce A. Folkmann, certify that:
1. I have reviewed this report on Form 10-Q of San Diego Gas & Electric Company;
May 4, 2016
/s/ Bruce A. Folkmann |
Bruce A. Folkmann |
Chief Financial Officer |
EXHIBIT 31.5
CERTIFICATION
I, Dennis V. Arriola, certify that:
1. I have reviewed this report on Form 10-Q of Southern California Gas Company;
May 4, 2016
/s/ Dennis V. Arriola |
Dennis V. Arriola |
Chief Executive Officer |
EXHIBIT 31.6
CERTIFICATION
I, Bruce A. Folkmann, certify that:
1. I have reviewed this report on Form 10-Q of Southern California Gas Company;
May 4, 2016
/s/ Bruce A. Folkmann |
Bruce A. Folkmann |
Chief Financial Officer |
Exhibit 32.1
Pursuant to 18 U.S.C. Sec 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned Chief Executive Officer of Sempra Energy (the "Company") certifies that:
May 4, 2016
/s/ Debra L. Reed |
Debra L. Reed |
Chief Executive Officer |
Exhibit 32.2
Statement of Chief Financial Officer
Pursuant to 18 U.S.C. Sec 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned Chief Financial Officer of Sempra Energy (the "Company") certifies that:
May 4, 2016
/s/ Joseph A. Householder |
Chief Financial Officer |
Exhibit 32.3
Pursuant to 18 U.S.C. Sec 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned Chief Executive Officer of San Diego Gas & Electric Company (the "Company") certifies that:
May 4, 2016
/s/ J. Walker Martin |
J. Walker Martin |
Chief Executive Officer |
Exhibit 32.4
Statement of Chief Financial Officer
Pursuant to 18 U.S.C. Sec 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned Chief Financial Officer of San Diego Gas & Electric Company (the "Company") certifies that:
May 4, 2016
/s/ Bruce A. Folkmann |
Bruce A. Folkmann |
Chief Financial Officer |
Exhibit 32.5
Pursuant to 18 U.S.C. Sec 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned Chief Executive Officer of Southern California Gas Company (the "Company") certifies that:
May 4, 2016
/s/ Dennis V. Arriola |
Dennis V. Arriola |
Chief Executive Officer |
Exhibit 32.6
Statement of Chief Financial Officer
Pursuant to 18 U.S.C. Sec 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned Chief Financial Officer of Southern California Gas Company (the "Company") certifies that:
May 4, 2016
/s/ Bruce A. Folkmann |
Bruce A. Folkmann |
Chief Financial Officer |