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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Commission File No.
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Exact Name of Registrants as Specified in their Charters, Address and Telephone Number
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State of Incorporation
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I.R.S. Employer Identification Nos.
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Former name, former address and former fiscal year, if changed since last report
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1-14201
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SEMPRA ENERGY
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California
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33-0732627
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No change
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488 8th Avenue
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San Diego,
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California
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92101
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(619)
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696-2000
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1-03779
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SAN DIEGO GAS & ELECTRIC COMPANY
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California
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95-1184800
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No change
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8326 Century Park Court
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San Diego,
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California
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92123
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(619)
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696-2000
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1-01402
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SOUTHERN CALIFORNIA GAS COMPANY
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California
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95-1240705
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No change
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555 West Fifth Street
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Los Angeles,
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California
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90013
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(213)
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244-1200
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SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
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||||||||||||||
Title of Each Class
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Trading Symbol
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Name of Each Exchange on Which Registered
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|||||||||
SEMPRA ENERGY:
|
||||||||||||||
Sempra Energy Common Stock, without par value
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SRE
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NYSE
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|||||||||
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Sempra Energy 6% Mandatory Convertible Preferred Stock, Series A, $100 liquidation preference
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SREPRA
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NYSE
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||||||||||||
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Sempra Energy 6.75% Mandatory Convertible Preferred Stock, Series B, $100 liquidation preference
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SREPRB
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NYSE
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||||||||||||
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Sempra Energy 5.75% Junior Subordinated Notes Due 2079, $25 par value
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SREA
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NYSE
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SAN DIEGO GAS & ELECTRIC COMPANY:
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None
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SOUTHERN CALIFORNIA GAS COMPANY:
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None
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Indicate by check mark whether the registrants (1) have filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrants were required to file such reports), and (2) have been subject to such filing requirements for the past 90 days.
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Yes
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☒
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No
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☐
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Indicate by check mark whether the registrants have submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrants were required to submit such files).
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Yes
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☒
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No
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☐
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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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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PART I – FINANCIAL INFORMATION
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Item 1.
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Item 2.
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Item 3.
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Item 4.
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PART II – OTHER INFORMATION
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Item 1.
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Item 1A.
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Item 6.
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GLOSSARY
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|
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2016 GRC FD
|
final decision in the California Utilities’ 2016 General Rate Case
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2019 GRC FD
|
final decision in the California Utilities’ 2019 General Rate Case
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AB
|
Assembly Bill
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AEP
|
American Electric Power Company, Inc.
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AFUDC
|
allowance for funds used during construction
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Annual Report
|
Annual Report on Form 10-K for the year ended December 31, 2018
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AOCI
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accumulated other comprehensive income (loss)
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ARO
|
asset retirement obligation
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ASC
|
Accounting Standards Codification
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Asset Exchange Agreement
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agreement and plan of merger among Oncor, SDTS and SU
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ASU
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Accounting Standards Update
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Bay Gas
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Bay Gas Storage Company, Ltd.
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Bcf
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billion cubic feet
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Blade
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Blade Energy Partners
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BP
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British Petroleum or its subsidiaries
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bps
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basis points
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California Utilities
|
San Diego Gas & Electric Company and Southern California Gas Company, collectively
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Cameron LNG JV
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Cameron LNG Holdings, LLC
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CARB
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California Air Resources Board
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CEC
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California Energy Commission
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CFE
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Comisión Federal de Electricidad (Federal Electricity Commission of Mexico)
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Chilquinta Energía
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Chilquinta Energía S.A. and its subsidiaries
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CPUC
|
California Public Utilities Commission
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CRR
|
congestion revenue right
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DOE
|
U.S. Department of Energy
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DOGGR
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California Department of Conservation’s Division of Oil, Gas, and Geothermal Resources
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DPH
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Los Angeles County Department of Public Health
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DWR
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California Department of Water Resources
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ECA
|
Energía Costa Azul
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Ecogas
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Ecogas México, S. de R.L. de C.V.
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Edison
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Southern California Edison Company, a subsidiary of Edison International
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EFH
|
Energy Future Holdings Corp. (renamed Sempra Texas Holdings Corp.)
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EFIH
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Energy Future Intermediate Holding Company LLC (renamed Sempra Texas Intermediate Holding Company LLC)
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Eletrans
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Eletrans S.A., Eletrans II S.A. and Eletrans III S.A., collectively
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EPA
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U.S. Environmental Protection Agency
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EPC
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engineering, procurement and construction
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EPS
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earnings per common share
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ETR
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effective income tax rate
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FERC
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Federal Energy Regulatory Commission
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Fitch
|
Fitch Ratings
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FTA
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Free Trade Agreement
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GCIM
|
Gas Cost Incentive Mechanism
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GHG
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greenhouse gas
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GRC
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General Rate Case
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HLBV
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hypothetical liquidation at book value
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HMRC
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United Kingdom’s Revenue and Customs Department
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IEnova
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Infraestructura Energética Nova, S.A.B. de C.V.
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IMG
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Infraestructura Marina del Golfo
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InfraREIT
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InfraREIT, Inc. (merged into a wholly owned subsidiary of Oncor)
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InfraREIT Merger Agreement
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agreement and plan of merger among Oncor, 1912 Merger Sub LLC (a wholly owned subsidiary of Oncor), Oncor T&D Partners, LP (a wholly owned indirect subsidiary of Oncor), InfraREIT and InfraREIT Partners
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InfraREIT Partners
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InfraREIT Partners, LP (renamed Oncor NTU Partnership LP)
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IOU
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investor-owned utility
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IRS
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Internal Revenue Service
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ISFSI
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independent spent fuel storage installation
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ISO
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Independent System Operator
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JP Morgan
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J.P. Morgan Chase & Co.
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JV
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joint venture
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GLOSSARY (CONTINUED)
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SONGS
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San Onofre Nuclear Generating Station
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S&P
|
Standard & Poor’s
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SU
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Sharyland Utilities, L.L.C. (formerly known as Sharyland Utilities, L.P.)
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TAG
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TAG Pipelines Norte, S. de R.L. de C.V.
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TC Energy
|
TC Energy Corporation (formerly known as TransCanada Corporation)
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TCJA
|
Tax Cuts and Jobs Act of 2017
|
TdM
|
Termoeléctrica de Mexicali
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Tecnored
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Tecnored S.A.
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Tecsur
|
Tecsur S.A.
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TO5
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Electric Transmission Owner Formula Rate, new application
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TTI
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Texas Transmission Investment LLC
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U.S. GAAP
|
accounting principles generally accepted in the United States of America
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VAT
|
value-added tax
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VIE
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variable interest entity
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▪
|
the greater degree and prevalence of wildfires in California in recent years and the risk that we may be found liable for damages regardless of fault, such as where inverse condemnation applies, and the risk that we may not be able to recover any such costs from insurance, the California wildfire fund or in rates from customers in California or otherwise;
|
▪
|
actions and the timing of actions, including decisions, investigations, new regulations and issuances of permits and other authorizations and renewal of franchises by the CFE, CPUC, DOE, DOGGR, DPH, EPA, FERC, PHMSA, PUCT, states, cities and counties, and other regulatory and governmental bodies in the U.S. and other countries in which we operate;
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▪
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the success of business development efforts, construction projects, and major acquisitions, divestitures and internal structural changes, including risks in (i) obtaining or maintaining authorizations; (ii) completing construction projects on schedule and budget; (iii) obtaining the consent of partners; (iv) counterparties’ financial ability or otherwise to fulfill contractual commitments; (v) winning competitively bid infrastructure projects; (vi) the ability to complete contemplated acquisitions and/or divestitures and the disruptions caused by such efforts; and (vii) the ability to realize anticipated benefits from any of these efforts once completed;
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▪
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the resolution of civil and criminal litigation, regulatory investigations and proceedings, and arbitrations;
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▪
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actions by credit rating agencies to downgrade our credit ratings or those of our subsidiaries or to place those ratings on negative outlook and our ability to borrow at favorable interest rates;
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▪
|
deviations from regulatory precedent or practice that result in a reallocation of benefits or burdens among shareholders and ratepayers; denial of approvals of proposed settlements; delays in, or denial of, regulatory agency authorizations to recover costs in rates from customers or regulatory agency approval for projects required to enhance safety and reliability; and moves to reduce or eliminate reliance on natural gas;
|
▪
|
weather conditions, natural disasters, accidents, equipment failures, computer system outages, explosions, terrorist attacks and other events that disrupt our operations, damage our facilities and systems, cause the release of harmful materials, cause fires 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 (including costs in excess of applicable policy limits), may be disputed by insurers or may otherwise not be recoverable through regulatory mechanisms or may impact our ability to obtain satisfactory levels of affordable insurance;
|
▪
|
the availability of electric power and natural gas and natural gas storage capacity, including disruptions caused by failures in the transmission grid, limitations on the withdrawal or injection of natural gas from or into storage facilities, and equipment failures;
|
▪
|
risks posed by actions of third parties who control the operations of our investments;
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▪
|
cybersecurity threats to the energy grid, 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;
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▪
|
expropriation of assets, the failure to honor the terms of contracts by foreign governments and state-owned entities such as the CFE, and other property disputes;
|
▪
|
the impact at SDG&E on competitive customer rates and reliability of electric transmission and distribution systems due to the growth in distributed and local power generation and from possible departing retail load resulting from customers transferring to Direct Access and Community Choice Aggregation or other forms of distributed and local power generation and the potential risk of nonrecovery for stranded assets and contractual obligations;
|
▪
|
Oncor’s ability to eliminate or reduce its quarterly dividends due to regulatory capital requirements and other regulatory and governance commitments, including the determination by a majority of Oncor’s independent directors or a minority member director to retain such amounts to meet future requirements;
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▪
|
changes in capital markets, energy markets and economic conditions, including the availability of credit; and volatility in foreign currency exchange, interest and inflation rates and commodity prices and our ability to effectively hedge the risk of such volatility;
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▪
|
changes in foreign and domestic trade policies and laws, including border tariffs and revisions to or replacement of international trade agreements, such as the North American Free Trade Agreement, that may increase our costs or impair our ability to resolve trade disputes;
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▪
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actions of activist shareholders, which could disrupt our operations by, among other things, requiring significant time by management and our board of directors;
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▪
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the impact of federal or state tax reform and our ability to mitigate adverse impacts; and
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▪
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other uncertainties, some of which may be difficult to predict and are beyond our control.
|
SEMPRA ENERGY
|
|
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|
||||||||
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
|
|||||||||||||||
(Dollars in millions, except per share amounts; shares in thousands)
|
|
|
|
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|
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|
||||||||
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Three months ended September 30,
|
|
Nine months ended
September 30,
|
||||||||||||
|
2019
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2018
|
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2019
|
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2018
|
||||||||
|
(unaudited)
|
||||||||||||||
REVENUES
|
|
|
|
|
|
|
|
||||||||
Utilities
|
$
|
2,398
|
|
|
$
|
2,102
|
|
|
$
|
6,808
|
|
|
$
|
6,112
|
|
Energy-related businesses
|
360
|
|
|
463
|
|
|
1,078
|
|
|
1,164
|
|
||||
Total revenues
|
2,758
|
|
|
2,565
|
|
|
7,886
|
|
|
7,276
|
|
||||
|
|
|
|
|
|
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|
||||||||
EXPENSES AND OTHER INCOME
|
|
|
|
|
|
|
|
||||||||
Utilities:
|
|
|
|
|
|
|
|
||||||||
Cost of natural gas
|
(122
|
)
|
|
(255
|
)
|
|
(789
|
)
|
|
(782
|
)
|
||||
Cost of electric fuel and purchased power
|
(410
|
)
|
|
(446
|
)
|
|
(929
|
)
|
|
(1,037
|
)
|
||||
Energy-related businesses cost of sales
|
(94
|
)
|
|
(119
|
)
|
|
(265
|
)
|
|
(258
|
)
|
||||
Operation and maintenance
|
(845
|
)
|
|
(792
|
)
|
|
(2,515
|
)
|
|
(2,275
|
)
|
||||
Depreciation and amortization
|
(402
|
)
|
|
(366
|
)
|
|
(1,174
|
)
|
|
(1,115
|
)
|
||||
Franchise fees and other taxes
|
(127
|
)
|
|
(131
|
)
|
|
(369
|
)
|
|
(352
|
)
|
||||
Impairment losses
|
(43
|
)
|
|
(4
|
)
|
|
(43
|
)
|
|
(1,304
|
)
|
||||
(Loss) gain on sale of assets
|
(3
|
)
|
|
—
|
|
|
63
|
|
|
—
|
|
||||
Other (expense) income, net
|
(7
|
)
|
|
96
|
|
|
103
|
|
|
192
|
|
||||
Interest income
|
22
|
|
|
19
|
|
|
64
|
|
|
66
|
|
||||
Interest expense
|
(279
|
)
|
|
(222
|
)
|
|
(797
|
)
|
|
(656
|
)
|
||||
Income (loss) from continuing operations before income taxes
and equity earnings
|
448
|
|
|
345
|
|
|
1,235
|
|
|
(245
|
)
|
||||
Income tax (expense) benefit
|
(61
|
)
|
|
(139
|
)
|
|
(150
|
)
|
|
221
|
|
||||
Equity earnings
|
266
|
|
|
74
|
|
|
485
|
|
|
49
|
|
||||
Income from continuing operations, net of income tax
|
653
|
|
|
280
|
|
|
1,570
|
|
|
25
|
|
||||
Income from discontinued operations, net of income tax
|
256
|
|
|
54
|
|
|
292
|
|
|
137
|
|
||||
Net income
|
909
|
|
|
334
|
|
|
1,862
|
|
|
162
|
|
||||
Earnings attributable to noncontrolling interests
|
(60
|
)
|
|
(24
|
)
|
|
(146
|
)
|
|
(12
|
)
|
||||
Mandatory convertible preferred stock dividends
|
(36
|
)
|
|
(36
|
)
|
|
(107
|
)
|
|
(89
|
)
|
||||
Preferred dividends of subsidiary
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
||||
Earnings attributable to common shares
|
$
|
813
|
|
|
$
|
274
|
|
|
$
|
1,608
|
|
|
$
|
60
|
|
|
|
|
|
|
|
|
|
||||||||
Basic earnings (losses) per common share:
|
|
|
|
|
|
|
|
||||||||
Earnings (losses) from continuing operations attributable to common shares
|
$
|
2.04
|
|
|
$
|
0.83
|
|
|
$
|
4.86
|
|
|
$
|
(0.21
|
)
|
Earnings from discontinued operations attributable to common shares
|
$
|
0.89
|
|
|
$
|
0.17
|
|
|
$
|
0.97
|
|
|
$
|
0.44
|
|
Earnings attributable to common shares
|
$
|
2.93
|
|
|
$
|
1.00
|
|
|
$
|
5.83
|
|
|
$
|
0.23
|
|
Weighted-average common shares outstanding
|
277,360
|
|
|
273,944
|
|
|
275,684
|
|
|
265,963
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Diluted earnings (losses) per common share:
|
|
|
|
|
|
|
|
||||||||
Earnings (losses) from continuing operations attributable to common shares
|
$
|
2.00
|
|
|
$
|
0.82
|
|
|
$
|
4.79
|
|
|
$
|
(0.21
|
)
|
Earnings from discontinued operations attributable to common shares
|
$
|
0.84
|
|
|
$
|
0.17
|
|
|
$
|
0.95
|
|
|
$
|
0.44
|
|
Earnings attributable to common shares
|
$
|
2.84
|
|
|
$
|
0.99
|
|
|
$
|
5.74
|
|
|
$
|
0.23
|
|
Weighted-average common shares outstanding
|
295,789
|
|
|
275,907
|
|
|
279,809
|
|
|
265,963
|
|
SEMPRA ENERGY
|
|||||||||||||||||||
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
|
|||||||||||||||||||
(Dollars in millions)
|
|||||||||||||||||||
|
Sempra Energy shareholders’ equity
|
|
|
|
|
||||||||||||||
|
Pretax
amount |
|
Income tax
benefit (expense) |
|
Net-of-tax
amount |
|
Noncontrolling
interests
(after-tax)
|
|
Total
|
||||||||||
|
(unaudited)
|
||||||||||||||||||
|
Three months ended September 30, 2019 and 2018
|
||||||||||||||||||
2019:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income
|
$
|
762
|
|
|
$
|
87
|
|
|
$
|
849
|
|
|
$
|
60
|
|
|
$
|
909
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
||||||||||
Foreign currency translation adjustments
|
(91
|
)
|
|
—
|
|
|
(91
|
)
|
|
(8
|
)
|
|
(99
|
)
|
|||||
Financial instruments
|
(55
|
)
|
|
18
|
|
|
(37
|
)
|
|
(4
|
)
|
|
(41
|
)
|
|||||
Pension and other postretirement benefits
|
(3
|
)
|
|
1
|
|
|
(2
|
)
|
|
—
|
|
|
(2
|
)
|
|||||
Total other comprehensive loss
|
(149
|
)
|
|
19
|
|
|
(130
|
)
|
|
(12
|
)
|
|
(142
|
)
|
|||||
Comprehensive income
|
$
|
613
|
|
|
$
|
106
|
|
|
$
|
719
|
|
|
$
|
48
|
|
|
$
|
767
|
|
2018:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income
|
$
|
477
|
|
|
$
|
(167
|
)
|
|
$
|
310
|
|
|
$
|
24
|
|
|
$
|
334
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
||||||||||
Foreign currency translation adjustments
|
(16
|
)
|
|
—
|
|
|
(16
|
)
|
|
(2
|
)
|
|
(18
|
)
|
|||||
Financial instruments
|
22
|
|
|
(7
|
)
|
|
15
|
|
|
4
|
|
|
19
|
|
|||||
Pension and other postretirement benefits
|
(14
|
)
|
|
4
|
|
|
(10
|
)
|
|
—
|
|
|
(10
|
)
|
|||||
Total other comprehensive (loss) income
|
(8
|
)
|
|
(3
|
)
|
|
(11
|
)
|
|
2
|
|
|
(9
|
)
|
|||||
Comprehensive income
|
$
|
469
|
|
|
$
|
(170
|
)
|
|
$
|
299
|
|
|
$
|
26
|
|
|
$
|
325
|
|
|
Nine months ended September 30, 2019 and 2018
|
||||||||||||||||||
2019:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income
|
$
|
1,898
|
|
|
$
|
(182
|
)
|
|
$
|
1,716
|
|
|
$
|
146
|
|
|
$
|
1,862
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
||||||||||
Foreign currency translation adjustments
|
(45
|
)
|
|
—
|
|
|
(45
|
)
|
|
(2
|
)
|
|
(47
|
)
|
|||||
Financial instruments
|
(213
|
)
|
|
70
|
|
|
(143
|
)
|
|
(16
|
)
|
|
(159
|
)
|
|||||
Pension and other postretirement benefits
|
22
|
|
|
(6
|
)
|
|
16
|
|
|
—
|
|
|
16
|
|
|||||
Total other comprehensive loss
|
(236
|
)
|
|
64
|
|
|
(172
|
)
|
|
(18
|
)
|
|
(190
|
)
|
|||||
Comprehensive income
|
1,662
|
|
|
(118
|
)
|
|
1,544
|
|
|
128
|
|
|
1,672
|
|
|||||
Preferred dividends of subsidiary
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|||||
Comprehensive income, after preferred
|
|
|
|
|
|
|
|
|
|
||||||||||
dividends of subsidiary
|
$
|
1,661
|
|
|
$
|
(118
|
)
|
|
$
|
1,543
|
|
|
$
|
128
|
|
|
$
|
1,671
|
|
2018:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income
|
$
|
23
|
|
|
$
|
127
|
|
|
$
|
150
|
|
|
$
|
12
|
|
|
$
|
162
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
||||||||||
Foreign currency translation adjustments
|
(78
|
)
|
|
—
|
|
|
(78
|
)
|
|
(5
|
)
|
|
(83
|
)
|
|||||
Financial instruments
|
145
|
|
|
(45
|
)
|
|
100
|
|
|
20
|
|
|
120
|
|
|||||
Pension and other postretirement benefits
|
(8
|
)
|
|
3
|
|
|
(5
|
)
|
|
—
|
|
|
(5
|
)
|
|||||
Total other comprehensive income
|
59
|
|
|
(42
|
)
|
|
17
|
|
|
15
|
|
|
32
|
|
|||||
Comprehensive income
|
82
|
|
|
85
|
|
|
167
|
|
|
27
|
|
|
194
|
|
|||||
Preferred dividends of subsidiary
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|||||
Comprehensive income, after preferred
|
|
|
|
|
|
|
|
|
|
||||||||||
dividends of subsidiary
|
$
|
81
|
|
|
$
|
85
|
|
|
$
|
166
|
|
|
$
|
27
|
|
|
$
|
193
|
|
SEMPRA ENERGY
|
|||||||
CONDENSED CONSOLIDATED BALANCE SHEETS
|
|||||||
(Dollars in millions)
|
|||||||
|
September 30,
2019 |
|
December 31,
2018(1) |
||||
|
(unaudited)
|
|
|
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
106
|
|
|
$
|
102
|
|
Restricted cash
|
28
|
|
|
35
|
|
||
Accounts receivable – trade, net
|
976
|
|
|
1,215
|
|
||
Accounts receivable – other, net
|
455
|
|
|
320
|
|
||
Dividends receivable from discontinued operations
|
422
|
|
|
—
|
|
||
Due from unconsolidated affiliates
|
40
|
|
|
37
|
|
||
Income taxes receivable
|
98
|
|
|
60
|
|
||
Inventories
|
270
|
|
|
258
|
|
||
Regulatory assets
|
183
|
|
|
138
|
|
||
Greenhouse gas allowances
|
59
|
|
|
59
|
|
||
Assets held for sale
|
—
|
|
|
713
|
|
||
Assets held for sale in discontinued operations
|
720
|
|
|
459
|
|
||
Other
|
309
|
|
|
249
|
|
||
Total current assets
|
3,666
|
|
|
3,645
|
|
||
|
|
|
|
||||
Other assets:
|
|
|
|
||||
Restricted cash
|
3
|
|
|
21
|
|
||
Due from unconsolidated affiliates
|
712
|
|
|
644
|
|
||
Regulatory assets
|
1,942
|
|
|
1,589
|
|
||
Nuclear decommissioning trusts
|
1,049
|
|
|
974
|
|
||
Investment in Oncor Holdings
|
11,145
|
|
|
9,652
|
|
||
Other investments
|
2,076
|
|
|
2,320
|
|
||
Goodwill
|
1,602
|
|
|
1,602
|
|
||
Other intangible assets
|
216
|
|
|
224
|
|
||
Dedicated assets in support of certain benefit plans
|
439
|
|
|
416
|
|
||
Insurance receivable for Aliso Canyon costs
|
354
|
|
|
461
|
|
||
Deferred income taxes
|
157
|
|
|
141
|
|
||
Greenhouse gas allowances
|
483
|
|
|
289
|
|
||
Right-of-use assets – operating leases
|
595
|
|
|
—
|
|
||
Wildfire fund
|
381
|
|
|
—
|
|
||
Assets held for sale in discontinued operations
|
3,395
|
|
|
3,259
|
|
||
Sundry
|
850
|
|
|
962
|
|
||
Total other assets
|
25,399
|
|
|
22,554
|
|
||
|
|
|
|
||||
Property, plant and equipment:
|
|
|
|
||||
Property, plant and equipment
|
48,139
|
|
|
46,615
|
|
||
Less accumulated depreciation and amortization
|
(12,619
|
)
|
|
(12,176
|
)
|
||
Property, plant and equipment, net ($295 at December 31, 2018
related to Otay Mesa VIE)
|
35,520
|
|
|
34,439
|
|
||
Total assets
|
$
|
64,585
|
|
|
$
|
60,638
|
|
(1)
|
Derived from audited financial statements.
|
SEMPRA ENERGY
|
|||||||
CONDENSED CONSOLIDATED BALANCE SHEETS (CONTINUED)
|
|||||||
(Dollars in millions)
|
|
|
|
||||
|
September 30,
2019 |
|
December 31,
2018(1) |
||||
|
(unaudited)
|
|
|
||||
LIABILITIES AND EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Short-term debt
|
$
|
3,588
|
|
|
$
|
2,024
|
|
Accounts payable – trade
|
959
|
|
|
1,160
|
|
||
Accounts payable – other
|
170
|
|
|
138
|
|
||
Due to unconsolidated affiliates
|
12
|
|
|
10
|
|
||
Dividends and interest payable
|
517
|
|
|
480
|
|
||
Accrued compensation and benefits
|
362
|
|
|
440
|
|
||
Regulatory liabilities
|
445
|
|
|
105
|
|
||
Current portion of long-term debt and finance leases ($28 at December 31, 2018
related to Otay Mesa VIE)
|
1,623
|
|
|
1,644
|
|
||
Reserve for Aliso Canyon costs
|
45
|
|
|
160
|
|
||
Greenhouse gas obligations
|
59
|
|
|
59
|
|
||
Liabilities held for sale in discontinued operations
|
804
|
|
|
368
|
|
||
Other
|
914
|
|
|
935
|
|
||
Total current liabilities
|
9,498
|
|
|
7,523
|
|
||
|
|
|
|
||||
Long-term debt and finance leases ($190 at December 31, 2018
related to Otay Mesa VIE)
|
20,995
|
|
|
20,903
|
|
||
|
|
|
|
||||
Deferred credits and other liabilities:
|
|
|
|
||||
Due to unconsolidated affiliates
|
39
|
|
|
37
|
|
||
Pension and other postretirement benefit plan obligations, net of plan assets
|
1,120
|
|
|
1,143
|
|
||
Deferred income taxes
|
2,360
|
|
|
2,321
|
|
||
Deferred investment tax credits
|
22
|
|
|
24
|
|
||
Regulatory liabilities
|
3,823
|
|
|
4,016
|
|
||
Asset retirement obligations
|
2,824
|
|
|
2,786
|
|
||
Greenhouse gas obligations
|
281
|
|
|
131
|
|
||
Liabilities held for sale in discontinued operations
|
1,023
|
|
|
1,013
|
|
||
Deferred credits and other
|
2,049
|
|
|
1,493
|
|
||
Total deferred credits and other liabilities
|
13,541
|
|
|
12,964
|
|
||
|
|
|
|
||||
Commitments and contingencies (Note 11)
|
|
|
|
|
|
||
|
|
|
|
||||
Equity:
|
|
|
|
||||
Preferred stock (50 million shares authorized):
|
|
|
|
||||
6% mandatory convertible preferred stock, series A
(17.25 million shares issued and outstanding)
|
1,693
|
|
|
1,693
|
|
||
6.75% mandatory convertible preferred stock, series B
(5.75 million shares issued and outstanding)
|
565
|
|
|
565
|
|
||
Common stock (750 million shares authorized; 282 million and 274 million shares
outstanding at September 30, 2019 and December 31, 2018, respectively; no par value)
|
6,374
|
|
|
5,540
|
|
||
Retained earnings
|
10,966
|
|
|
10,104
|
|
||
Accumulated other comprehensive income (loss)
|
(978
|
)
|
|
(764
|
)
|
||
Total Sempra Energy shareholders’ equity
|
18,620
|
|
|
17,138
|
|
||
Preferred stock of subsidiary
|
20
|
|
|
20
|
|
||
Other noncontrolling interests
|
1,911
|
|
|
2,090
|
|
||
Total equity
|
20,551
|
|
|
19,248
|
|
||
Total liabilities and equity
|
$
|
64,585
|
|
|
$
|
60,638
|
|
(1)
|
Derived from audited financial statements.
|
SEMPRA ENERGY
|
|||||||
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
|
|||||||
(Dollars in millions)
|
|||||||
|
Nine months ended September 30,
|
||||||
|
2019
|
|
2018
|
||||
|
(unaudited)
|
||||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
||||
Net income
|
$
|
1,862
|
|
|
$
|
162
|
|
Less: Income from discontinued operations, net of income tax
|
(292
|
)
|
|
(137
|
)
|
||
Income from continuing operations, net of income tax
|
1,570
|
|
|
25
|
|
||
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
1,174
|
|
|
1,115
|
|
||
Deferred income taxes and investment tax credits
|
12
|
|
|
(328
|
)
|
||
Impairment losses
|
43
|
|
|
1,304
|
|
||
Gain on sale of assets
|
(63
|
)
|
|
—
|
|
||
Equity earnings
|
(485
|
)
|
|
(49
|
)
|
||
Share-based compensation expense
|
56
|
|
|
50
|
|
||
Fixed-price contracts and other derivatives
|
(12
|
)
|
|
(44
|
)
|
||
Other
|
16
|
|
|
36
|
|
||
Intercompany activities with discontinued operations, net
|
184
|
|
|
72
|
|
||
Net change in other working capital components
|
(200
|
)
|
|
491
|
|
||
Insurance receivable for Aliso Canyon costs
|
107
|
|
|
(56
|
)
|
||
Wildfire fund, current and noncurrent
|
(323
|
)
|
|
—
|
|
||
Changes in other noncurrent assets and liabilities, net
|
(250
|
)
|
|
(177
|
)
|
||
Net cash provided by continuing operations
|
1,829
|
|
|
2,439
|
|
||
Net cash provided by discontinued operations
|
289
|
|
|
220
|
|
||
Net cash provided by operating activities
|
2,118
|
|
|
2,659
|
|
||
|
|
|
|
||||
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
||||
Expenditures for property, plant and equipment
|
(2,590
|
)
|
|
(2,654
|
)
|
||
Expenditures for investments and acquisition
|
(1,449
|
)
|
|
(9,921
|
)
|
||
Proceeds from sale of assets
|
899
|
|
|
1
|
|
||
Decrease in cash from deconsolidation of Otay Mesa VIE
|
(8
|
)
|
|
—
|
|
||
Purchases of nuclear decommissioning trust assets
|
(728
|
)
|
|
(703
|
)
|
||
Proceeds from sales of nuclear decommissioning trust assets
|
728
|
|
|
703
|
|
||
Advances to unconsolidated affiliates
|
(16
|
)
|
|
(81
|
)
|
||
Repayments of advances to unconsolidated affiliates
|
12
|
|
|
4
|
|
||
Intercompany activities with discontinued operations, net
|
(257
|
)
|
|
(18
|
)
|
||
Other
|
33
|
|
|
38
|
|
||
Net cash used in continuing operations
|
(3,376
|
)
|
|
(12,631
|
)
|
||
Net cash used in discontinued operations
|
(63
|
)
|
|
(161
|
)
|
||
Net cash used in investing activities
|
(3,439
|
)
|
|
(12,792
|
)
|
SAN DIEGO GAS & ELECTRIC COMPANY
|
|
|
|
|
|||||||||||
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
|
|
|
|||||||||||||
(Dollars in millions)
|
|
|
|||||||||||||
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
(unaudited)
|
||||||||||||||
Operating revenues
|
|
|
|
|
|
|
|
||||||||
Electric
|
$
|
1,271
|
|
|
$
|
1,192
|
|
|
$
|
3,184
|
|
|
$
|
3,014
|
|
Natural gas
|
156
|
|
|
107
|
|
|
482
|
|
|
391
|
|
||||
Total operating revenues
|
1,427
|
|
|
1,299
|
|
|
3,666
|
|
|
3,405
|
|
||||
Operating expenses
|
|
|
|
|
|
|
|
||||||||
Cost of electric fuel and purchased power
|
411
|
|
|
448
|
|
|
934
|
|
|
1,045
|
|
||||
Cost of natural gas
|
23
|
|
|
30
|
|
|
136
|
|
|
110
|
|
||||
Operation and maintenance
|
295
|
|
|
262
|
|
|
857
|
|
|
761
|
|
||||
Depreciation and amortization
|
196
|
|
|
174
|
|
|
571
|
|
|
509
|
|
||||
Franchise fees and other taxes
|
79
|
|
|
85
|
|
|
220
|
|
|
217
|
|
||||
Total operating expenses
|
1,004
|
|
|
999
|
|
|
2,718
|
|
|
2,642
|
|
||||
Operating income
|
423
|
|
|
300
|
|
|
948
|
|
|
763
|
|
||||
Other income, net
|
19
|
|
|
24
|
|
|
60
|
|
|
77
|
|
||||
Interest income
|
1
|
|
|
1
|
|
|
3
|
|
|
3
|
|
||||
Interest expense
|
(106
|
)
|
|
(56
|
)
|
|
(311
|
)
|
|
(161
|
)
|
||||
Income before income taxes
|
337
|
|
|
269
|
|
|
700
|
|
|
682
|
|
||||
Income tax expense
|
(71
|
)
|
|
(53
|
)
|
|
(111
|
)
|
|
(151
|
)
|
||||
Net income
|
266
|
|
|
216
|
|
|
589
|
|
|
531
|
|
||||
Earnings attributable to noncontrolling interest
|
(3
|
)
|
|
(11
|
)
|
|
(7
|
)
|
|
(10
|
)
|
||||
Earnings attributable to common shares
|
$
|
263
|
|
|
$
|
205
|
|
|
$
|
582
|
|
|
$
|
521
|
|
SAN DIEGO GAS & ELECTRIC COMPANY
|
|||||||||||||||||||
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
|
|||||||||||||||||||
(Dollars in millions)
|
|||||||||||||||||||
|
SDG&E shareholder’s equity
|
|
|
|
|
||||||||||||||
|
Pretax
amount
|
|
Income tax (expense) benefit
|
|
Net-of-tax
amount
|
|
Noncontrolling
interest
(after-tax)
|
|
Total
|
||||||||||
|
(unaudited)
|
||||||||||||||||||
|
Three months ended September 30, 2019 and 2018
|
||||||||||||||||||
2019:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income
|
$
|
334
|
|
|
$
|
(71
|
)
|
|
$
|
263
|
|
|
$
|
3
|
|
|
$
|
266
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
||||||||||
Financial instruments
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
|||||
Total other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
|||||
Comprehensive income
|
$
|
334
|
|
|
$
|
(71
|
)
|
|
$
|
263
|
|
|
$
|
4
|
|
|
$
|
267
|
|
2018:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income
|
$
|
258
|
|
|
$
|
(53
|
)
|
|
$
|
205
|
|
|
$
|
11
|
|
|
$
|
216
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
||||||||||
Financial instruments
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
2
|
|
|||||
Pension and other postretirement benefits
|
(8
|
)
|
|
2
|
|
|
(6
|
)
|
|
—
|
|
|
(6
|
)
|
|||||
Total other comprehensive (loss) income
|
(8
|
)
|
|
2
|
|
|
(6
|
)
|
|
2
|
|
|
(4
|
)
|
|||||
Comprehensive income
|
$
|
250
|
|
|
$
|
(51
|
)
|
|
$
|
199
|
|
|
$
|
13
|
|
|
$
|
212
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Nine months ended September 30, 2019 and 2018
|
||||||||||||||||||
2019:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income
|
$
|
693
|
|
|
$
|
(111
|
)
|
|
$
|
582
|
|
|
$
|
7
|
|
|
$
|
589
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
||||||||||
Financial instruments
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
2
|
|
|||||
Pension and other postretirement benefits
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|||||
Total other comprehensive income
|
1
|
|
|
—
|
|
|
1
|
|
|
2
|
|
|
3
|
|
|||||
Comprehensive income
|
$
|
694
|
|
|
$
|
(111
|
)
|
|
$
|
583
|
|
|
$
|
9
|
|
|
$
|
592
|
|
2018:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income
|
$
|
672
|
|
|
$
|
(151
|
)
|
|
$
|
521
|
|
|
$
|
10
|
|
|
$
|
531
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
||||||||||
Financial instruments
|
—
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|
7
|
|
|||||
Pension and other postretirement benefits
|
(8
|
)
|
|
2
|
|
|
(6
|
)
|
|
—
|
|
|
(6
|
)
|
|||||
Total other comprehensive (loss) income
|
(8
|
)
|
|
2
|
|
|
(6
|
)
|
|
7
|
|
|
1
|
|
|||||
Comprehensive income
|
$
|
664
|
|
|
$
|
(149
|
)
|
|
$
|
515
|
|
|
$
|
17
|
|
|
$
|
532
|
|
SAN DIEGO GAS & ELECTRIC COMPANY
|
|
|
|
||||
CONDENSED CONSOLIDATED BALANCE SHEETS
|
|
|
|
||||
(Dollars in millions)
|
|
|
|
||||
|
September 30,
2019 |
|
December 31,
2018(1) |
||||
|
(unaudited)
|
|
|
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
24
|
|
|
$
|
8
|
|
Restricted cash
|
—
|
|
|
11
|
|
||
Accounts receivable – trade, net
|
446
|
|
|
368
|
|
||
Accounts receivable – other, net
|
106
|
|
|
106
|
|
||
Due from unconsolidated affiliates
|
1
|
|
|
—
|
|
||
Inventories
|
92
|
|
|
102
|
|
||
Prepaid expenses
|
160
|
|
|
74
|
|
||
Regulatory assets
|
171
|
|
|
123
|
|
||
Fixed-price contracts and other derivatives
|
26
|
|
|
82
|
|
||
Greenhouse gas allowances
|
15
|
|
|
15
|
|
||
Other
|
25
|
|
|
5
|
|
||
Total current assets
|
1,066
|
|
|
894
|
|
||
|
|
|
|
||||
Other assets:
|
|
|
|
||||
Restricted cash
|
—
|
|
|
18
|
|
||
Regulatory assets
|
519
|
|
|
454
|
|
||
Nuclear decommissioning trusts
|
1,049
|
|
|
974
|
|
||
Greenhouse gas allowances
|
194
|
|
|
155
|
|
||
Right-of-use assets – operating leases
|
126
|
|
|
—
|
|
||
Wildfire fund
|
381
|
|
|
—
|
|
||
Sundry
|
390
|
|
|
420
|
|
||
Total other assets
|
2,659
|
|
|
2,021
|
|
||
|
|
|
|
||||
Property, plant and equipment:
|
|
|
|
||||
Property, plant and equipment
|
22,038
|
|
|
21,662
|
|
||
Less accumulated depreciation and amortization
|
(5,427
|
)
|
|
(5,352
|
)
|
||
Property, plant and equipment, net ($295 at December 31, 2018 related to VIE)
|
16,611
|
|
|
16,310
|
|
||
Total assets
|
$
|
20,336
|
|
|
$
|
19,225
|
|
(1)
|
Derived from audited financial statements.
|
SAN DIEGO GAS & ELECTRIC COMPANY
|
|
|
|
||||
CONDENSED CONSOLIDATED BALANCE SHEETS (CONTINUED)
|
|
|
|
||||
(Dollars in millions)
|
|
|
|
||||
|
September 30,
2019 |
|
December 31,
2018(1) |
||||
|
(unaudited)
|
|
|
||||
LIABILITIES AND EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Short-term debt
|
$
|
—
|
|
|
$
|
291
|
|
Accounts payable
|
444
|
|
|
439
|
|
||
Due to unconsolidated affiliates
|
26
|
|
|
61
|
|
||
Accrued compensation and benefits
|
103
|
|
|
117
|
|
||
Accrued franchise fees
|
46
|
|
|
64
|
|
||
Regulatory liabilities
|
118
|
|
|
53
|
|
||
Current portion of long-term debt and finance leases ($28 at December 31, 2018
related to VIE) |
55
|
|
|
81
|
|
||
Customer deposits
|
72
|
|
|
70
|
|
||
Greenhouse gas obligations
|
15
|
|
|
15
|
|
||
Asset retirement obligations
|
98
|
|
|
96
|
|
||
Other
|
268
|
|
|
141
|
|
||
Total current liabilities
|
1,245
|
|
|
1,428
|
|
||
|
|
|
|
||||
Long-term debt and finance leases ($190 at December 31, 2018 related to VIE)
|
6,307
|
|
|
6,138
|
|
||
|
|
|
|
||||
Deferred credits and other liabilities:
|
|
|
|
||||
Pension and other postretirement benefit plan obligations, net of plan assets
|
213
|
|
|
212
|
|
||
Deferred income taxes
|
1,715
|
|
|
1,616
|
|
||
Deferred investment tax credits
|
15
|
|
|
16
|
|
||
Regulatory liabilities
|
2,400
|
|
|
2,404
|
|
||
Asset retirement obligations
|
770
|
|
|
778
|
|
||
Greenhouse gas obligations
|
65
|
|
|
30
|
|
||
Deferred credits and other
|
686
|
|
|
488
|
|
||
Total deferred credits and other liabilities
|
5,864
|
|
|
5,544
|
|
||
|
|
|
|
||||
Commitments and contingencies (Note 11)
|
|
|
|
||||
|
|
|
|
||||
Equity:
|
|
|
|
||||
Preferred stock (45 million shares authorized; none issued)
|
—
|
|
|
—
|
|
||
Common stock (255 million shares authorized; 117 million shares outstanding;
no par value) |
1,660
|
|
|
1,338
|
|
||
Retained earnings
|
5,271
|
|
|
4,687
|
|
||
Accumulated other comprehensive income (loss)
|
(11
|
)
|
|
(10
|
)
|
||
Total SDG&E shareholder’s equity
|
6,920
|
|
|
6,015
|
|
||
Noncontrolling interest
|
—
|
|
|
100
|
|
||
Total equity
|
6,920
|
|
|
6,115
|
|
||
Total liabilities and equity
|
$
|
20,336
|
|
|
$
|
19,225
|
|
(1)
|
Derived from audited financial statements.
|
SAN DIEGO GAS & ELECTRIC COMPANY
|
|||||||||||||||||||||||
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
|
|||||||||||||||||||||||
(Dollars in millions)
|
|||||||||||||||||||||||
|
Common
stock |
|
Retained
earnings |
|
Accumulated
other comprehensive income (loss) |
|
SDG&E
shareholder's equity |
|
Noncontrolling
interest |
|
Total
equity |
||||||||||||
|
(unaudited)
|
||||||||||||||||||||||
|
Three months ended September 30, 2019
|
||||||||||||||||||||||
Balance at June 30, 2019
|
$
|
1,338
|
|
|
$
|
5,008
|
|
|
$
|
(11
|
)
|
|
$
|
6,335
|
|
|
$
|
103
|
|
|
$
|
6,438
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net income
|
|
|
263
|
|
|
|
|
263
|
|
|
3
|
|
|
266
|
|
||||||||
Other comprehensive income
|
|
|
|
|
|
|
|
|
|
1
|
|
|
1
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Equity contribution
|
322
|
|
|
|
|
|
|
322
|
|
|
|
|
322
|
|
|||||||||
Noncontrolling interest activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Contributions
|
|
|
|
|
|
|
|
|
|
175
|
|
|
175
|
|
|||||||||
Distributions
|
|
|
|
|
|
|
|
|
|
(1
|
)
|
|
(1
|
)
|
|||||||||
Decrease from deconsolidation
|
|
|
|
|
|
|
|
|
(281
|
)
|
|
(281
|
)
|
||||||||||
Balance at September 30, 2019
|
$
|
1,660
|
|
|
$
|
5,271
|
|
|
$
|
(11
|
)
|
|
$
|
6,920
|
|
|
$
|
—
|
|
|
$
|
6,920
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Three months ended September 30, 2018
|
||||||||||||||||||||||
Balance at June 30, 2018
|
$
|
1,338
|
|
|
$
|
4,584
|
|
|
$
|
(8
|
)
|
|
$
|
5,914
|
|
|
$
|
29
|
|
|
$
|
5,943
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net income
|
|
|
205
|
|
|
|
|
205
|
|
|
11
|
|
|
216
|
|
||||||||
Other comprehensive (loss) income
|
|
|
|
|
(6
|
)
|
|
(6
|
)
|
|
2
|
|
|
(4
|
)
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Common stock dividends declared ($2.14/share)
|
|
|
(250
|
)
|
|
|
|
(250
|
)
|
|
|
|
(250
|
)
|
|||||||||
Noncontrolling interest activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Contributions
|
|
|
|
|
|
|
|
|
1
|
|
|
1
|
|
||||||||||
Distributions
|
|
|
|
|
|
|
|
|
|
|
|
(6
|
)
|
|
(6
|
)
|
|||||||
Balance at September 30, 2018
|
$
|
1,338
|
|
|
$
|
4,539
|
|
|
$
|
(14
|
)
|
|
$
|
5,863
|
|
|
$
|
37
|
|
|
$
|
5,900
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Nine months ended September 30, 2019
|
||||||||||||||||||||||
Balance at December 31, 2018
|
$
|
1,338
|
|
|
$
|
4,687
|
|
|
$
|
(10
|
)
|
|
$
|
6,015
|
|
|
$
|
100
|
|
|
$
|
6,115
|
|
Cumulative-effect adjustment from
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
change in accounting principle
|
|
|
2
|
|
|
(2
|
)
|
|
—
|
|
|
|
|
—
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net income
|
|
|
582
|
|
|
|
|
582
|
|
|
7
|
|
|
589
|
|
||||||||
Other comprehensive income
|
|
|
|
|
1
|
|
|
1
|
|
|
2
|
|
|
3
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Equity contribution
|
322
|
|
|
|
|
|
|
322
|
|
|
|
|
322
|
|
|||||||||
Noncontrolling interest activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Contributions
|
|
|
|
|
|
|
|
|
|
|
|
175
|
|
|
175
|
|
|||||||
Distributions
|
|
|
|
|
|
|
|
|
(3
|
)
|
|
(3
|
)
|
||||||||||
Decrease from deconsolidation
|
|
|
|
|
|
|
|
|
(281
|
)
|
|
(281
|
)
|
||||||||||
Balance at September 30, 2019
|
$
|
1,660
|
|
|
$
|
5,271
|
|
|
$
|
(11
|
)
|
|
$
|
6,920
|
|
|
$
|
—
|
|
|
$
|
6,920
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Nine months ended September 30, 2018
|
||||||||||||||||||||||
Balance at December 31, 2017
|
$
|
1,338
|
|
|
$
|
4,268
|
|
|
$
|
(8
|
)
|
|
$
|
5,598
|
|
|
$
|
28
|
|
|
$
|
5,626
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net income
|
|
|
521
|
|
|
|
|
521
|
|
|
10
|
|
|
531
|
|
||||||||
Other comprehensive (loss) income
|
|
|
|
|
(6
|
)
|
|
(6
|
)
|
|
7
|
|
|
1
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Common stock dividends declared ($2.14/share)
|
|
|
(250
|
)
|
|
|
|
(250
|
)
|
|
|
|
(250
|
)
|
|||||||||
Noncontrolling interest activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Contributions
|
|
|
|
|
|
|
|
|
|
|
|
2
|
|
|
2
|
|
|||||||
Distributions
|
|
|
|
|
|
|
|
|
(10
|
)
|
|
(10
|
)
|
||||||||||
Balance at September 30, 2018
|
$
|
1,338
|
|
|
$
|
4,539
|
|
|
$
|
(14
|
)
|
|
$
|
5,863
|
|
|
$
|
37
|
|
|
$
|
5,900
|
|
SOUTHERN CALIFORNIA GAS COMPANY
|
|
|
|
|
|||||||||||
CONDENSED STATEMENTS OF OPERATIONS
|
|
|
|
|
|||||||||||
(Dollars in millions)
|
|
|
|
|
|||||||||||
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
(unaudited)
|
||||||||||||||
|
|
|
|
|
|
|
|
||||||||
Operating revenues
|
$
|
975
|
|
|
$
|
802
|
|
|
$
|
3,142
|
|
|
$
|
2,700
|
|
Operating expenses
|
|
|
|
|
|
|
|
||||||||
Cost of natural gas
|
101
|
|
|
224
|
|
|
660
|
|
|
663
|
|
||||
Operation and maintenance
|
427
|
|
|
394
|
|
|
1,291
|
|
|
1,160
|
|
||||
Depreciation and amortization
|
154
|
|
|
141
|
|
|
449
|
|
|
414
|
|
||||
Franchise fees and other taxes
|
43
|
|
|
38
|
|
|
132
|
|
|
111
|
|
||||
Impairment losses
|
37
|
|
|
—
|
|
|
37
|
|
|
—
|
|
||||
Total operating expenses
|
762
|
|
|
797
|
|
|
2,569
|
|
|
2,348
|
|
||||
Operating income
|
213
|
|
|
5
|
|
|
573
|
|
|
352
|
|
||||
Other income, net
|
1
|
|
|
3
|
|
|
18
|
|
|
49
|
|
||||
Interest income
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
||||
Interest expense
|
(36
|
)
|
|
(29
|
)
|
|
(104
|
)
|
|
(82
|
)
|
||||
Income (loss) before income taxes
|
178
|
|
|
(21
|
)
|
|
488
|
|
|
320
|
|
||||
Income tax (expense) benefit
|
(35
|
)
|
|
7
|
|
|
(50
|
)
|
|
(75
|
)
|
||||
Net income (loss)
|
143
|
|
|
(14
|
)
|
|
438
|
|
|
245
|
|
||||
Preferred dividends
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
||||
Earnings (losses) attributable to common shares
|
$
|
143
|
|
|
$
|
(14
|
)
|
|
$
|
437
|
|
|
$
|
244
|
|
SOUTHERN CALIFORNIA GAS COMPANY
|
|||||||||||
CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
|
|||||||||||
(Dollars in millions)
|
|||||||||||
|
Pretax
amount |
|
Income tax (expense) benefit
|
|
Net-of-tax
amount |
||||||
|
(unaudited)
|
||||||||||
|
Three months ended September 30, 2019 and 2018
|
||||||||||
2019:
|
|
|
|
|
|
||||||
Net income
|
$
|
178
|
|
|
$
|
(35
|
)
|
|
$
|
143
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
||||||
Financial instruments
|
1
|
|
|
—
|
|
|
1
|
|
|||
Total other comprehensive income
|
1
|
|
|
—
|
|
|
1
|
|
|||
Comprehensive income
|
$
|
179
|
|
|
$
|
(35
|
)
|
|
$
|
144
|
|
2018:
|
|
|
|
|
|
||||||
Net loss/Comprehensive loss
|
$
|
(21
|
)
|
|
$
|
7
|
|
|
$
|
(14
|
)
|
|
|
|
|
|
|
||||||
|
Nine months ended September 30, 2019 and 2018
|
||||||||||
2019:
|
|
|
|
|
|
||||||
Net income
|
$
|
488
|
|
|
$
|
(50
|
)
|
|
$
|
438
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
||||||
Financial instruments
|
1
|
|
|
—
|
|
|
1
|
|
|||
Pension and other postretirement benefits
|
6
|
|
|
(2
|
)
|
|
4
|
|
|||
Total other comprehensive income
|
7
|
|
|
(2
|
)
|
|
5
|
|
|||
Comprehensive income
|
$
|
495
|
|
|
$
|
(52
|
)
|
|
$
|
443
|
|
2018:
|
|
|
|
|
|
||||||
Net income
|
$
|
320
|
|
|
$
|
(75
|
)
|
|
$
|
245
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
||||||
Pension and other postretirement benefits
|
1
|
|
|
—
|
|
|
1
|
|
|||
Total other comprehensive income
|
1
|
|
|
—
|
|
|
1
|
|
|||
Comprehensive income
|
$
|
321
|
|
|
$
|
(75
|
)
|
|
$
|
246
|
|
SOUTHERN CALIFORNIA GAS COMPANY
|
|||||||
CONDENSED BALANCE SHEETS
|
|||||||
(Dollars in millions)
|
|||||||
|
September 30,
2019 |
|
December 31,
2018(1) |
||||
|
(unaudited)
|
|
|
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
5
|
|
|
$
|
18
|
|
Accounts receivable – trade, net
|
356
|
|
|
634
|
|
||
Accounts receivable – other, net
|
67
|
|
|
97
|
|
||
Due from unconsolidated affiliates
|
—
|
|
|
7
|
|
||
Inventories
|
134
|
|
|
134
|
|
||
Regulatory assets
|
7
|
|
|
12
|
|
||
Greenhouse gas allowances
|
37
|
|
|
37
|
|
||
Other
|
39
|
|
|
31
|
|
||
Total current assets
|
645
|
|
|
970
|
|
||
|
|
|
|
||||
Other assets:
|
|
|
|
||||
Regulatory assets
|
1,341
|
|
|
1,051
|
|
||
Insurance receivable for Aliso Canyon costs
|
354
|
|
|
461
|
|
||
Greenhouse gas allowances
|
261
|
|
|
116
|
|
||
Right-of-use assets – operating leases
|
99
|
|
|
—
|
|
||
Sundry
|
360
|
|
|
352
|
|
||
Total other assets
|
2,415
|
|
|
1,980
|
|
||
|
|
|
|
||||
Property, plant and equipment:
|
|
|
|
||||
Property, plant and equipment
|
18,904
|
|
|
18,138
|
|
||
Less accumulated depreciation and amortization
|
(5,941
|
)
|
|
(5,699
|
)
|
||
Property, plant and equipment, net
|
12,963
|
|
|
12,439
|
|
||
Total assets
|
$
|
16,023
|
|
|
$
|
15,389
|
|
(1)
|
Derived from audited financial statements.
|
SOUTHERN CALIFORNIA GAS COMPANY
|
|||||||
CONDENSED BALANCE SHEETS (CONTINUED)
|
|||||||
(Dollars in millions)
|
|||||||
|
September 30,
2019 |
|
December 31,
2018(1) |
||||
|
(unaudited)
|
|
|
||||
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Short-term debt
|
$
|
108
|
|
|
$
|
256
|
|
Accounts payable – trade
|
320
|
|
|
556
|
|
||
Accounts payable – other
|
111
|
|
|
93
|
|
||
Due to unconsolidated affiliates
|
187
|
|
|
34
|
|
||
Accrued compensation and benefits
|
146
|
|
|
159
|
|
||
Regulatory liabilities
|
327
|
|
|
52
|
|
||
Current portion of long-term debt and finance leases
|
5
|
|
|
3
|
|
||
Customer deposits
|
70
|
|
|
101
|
|
||
Reserve for Aliso Canyon costs
|
45
|
|
|
160
|
|
||
Greenhouse gas obligations
|
37
|
|
|
37
|
|
||
Asset retirement obligations
|
89
|
|
|
90
|
|
||
Other
|
223
|
|
|
217
|
|
||
Total current liabilities
|
1,668
|
|
|
1,758
|
|
||
|
|
|
|
||||
Long-term debt and finance leases
|
3,784
|
|
|
3,427
|
|
||
|
|
|
|
||||
Deferred credits and other liabilities:
|
|
|
|
||||
Pension obligation, net of plan assets
|
747
|
|
|
760
|
|
||
Deferred income taxes
|
1,225
|
|
|
1,177
|
|
||
Deferred investment tax credits
|
7
|
|
|
8
|
|
||
Regulatory liabilities
|
1,423
|
|
|
1,612
|
|
||
Asset retirement obligations
|
2,015
|
|
|
1,973
|
|
||
Greenhouse gas obligations
|
184
|
|
|
86
|
|
||
Deferred credits and other
|
422
|
|
|
330
|
|
||
Total deferred credits and other liabilities
|
6,023
|
|
|
5,946
|
|
||
|
|
|
|
||||
Commitments and contingencies (Note 11)
|
|
|
|
||||
|
|
|
|
||||
Shareholders’ equity:
|
|
|
|
||||
Preferred stock (11 million shares authorized; 1 million shares outstanding)
|
22
|
|
|
22
|
|
||
Common stock (100 million shares authorized; 91 million shares outstanding;
|
|
|
|
||||
no par value)
|
866
|
|
|
866
|
|
||
Retained earnings
|
3,679
|
|
|
3,390
|
|
||
Accumulated other comprehensive income (loss)
|
(19
|
)
|
|
(20
|
)
|
||
Total shareholders’ equity
|
4,548
|
|
|
4,258
|
|
||
Total liabilities and shareholders’ equity
|
$
|
16,023
|
|
|
$
|
15,389
|
|
(1)
|
Derived from audited financial statements.
|
SOUTHERN CALIFORNIA GAS COMPANY
|
|||||||||||||||||||
CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
|
|||||||||||||||||||
(Dollars in millions)
|
|||||||||||||||||||
|
Preferred
stock |
|
Common
stock |
|
Retained
earnings |
|
Accumulated
other comprehensive income (loss) |
|
Total
shareholders’ equity |
||||||||||
|
(unaudited)
|
||||||||||||||||||
|
Three months ended September 30, 2019
|
||||||||||||||||||
Balance at June 30, 2019
|
$
|
22
|
|
|
$
|
866
|
|
|
$
|
3,686
|
|
|
$
|
(20
|
)
|
|
$
|
4,554
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income
|
|
|
|
|
143
|
|
|
|
|
|
143
|
|
|||||||
Other comprehensive income
|
|
|
|
|
|
|
1
|
|
|
1
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Dividends declared:
|
|
|
|
|
|
|
|
|
|
||||||||||
Preferred stock ($0.38/share)
|
|
|
|
|
—
|
|
|
|
|
|
—
|
|
|||||||
Common stock ($1.64/share)
|
|
|
|
|
(150
|
)
|
|
|
|
(150
|
)
|
||||||||
Balance at September 30, 2019
|
$
|
22
|
|
|
$
|
866
|
|
|
$
|
3,679
|
|
|
$
|
(19
|
)
|
|
$
|
4,548
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Three months ended September 30, 2018
|
||||||||||||||||||
Balance at June 30, 2018
|
$
|
22
|
|
|
$
|
866
|
|
|
$
|
3,298
|
|
|
$
|
(20
|
)
|
|
$
|
4,166
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net loss
|
|
|
|
|
(14
|
)
|
|
|
|
|
(14
|
)
|
|||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Dividends declared:
|
|
|
|
|
|
|
|
|
|
||||||||||
Preferred stock ($0.38/share)
|
|
|
|
|
—
|
|
|
|
|
—
|
|
||||||||
Common stock ($0.55/share)
|
|
|
|
|
(50
|
)
|
|
|
|
(50
|
)
|
||||||||
Balance at September 30, 2018
|
$
|
22
|
|
|
$
|
866
|
|
|
$
|
3,234
|
|
|
$
|
(20
|
)
|
|
$
|
4,102
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Nine months ended September 30, 2019
|
||||||||||||||||||
Balance at December 31, 2018
|
$
|
22
|
|
|
$
|
866
|
|
|
$
|
3,390
|
|
|
$
|
(20
|
)
|
|
$
|
4,258
|
|
Cumulative-effect adjustment from
|
|
|
|
|
|
|
|
|
|
||||||||||
change in accounting principle
|
|
|
|
|
2
|
|
|
(4
|
)
|
|
(2
|
)
|
|||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income
|
|
|
|
|
438
|
|
|
|
|
|
438
|
|
|||||||
Other comprehensive income
|
|
|
|
|
|
|
5
|
|
|
5
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Dividends declared:
|
|
|
|
|
|
|
|
|
|
||||||||||
Preferred stock ($1.13/share)
|
|
|
|
|
(1
|
)
|
|
|
|
|
(1
|
)
|
|||||||
Common stock ($1.64/share)
|
|
|
|
|
(150
|
)
|
|
|
|
(150
|
)
|
||||||||
Balance at September 30, 2019
|
$
|
22
|
|
|
$
|
866
|
|
|
$
|
3,679
|
|
|
$
|
(19
|
)
|
|
$
|
4,548
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Nine months ended September 30, 2018
|
||||||||||||||||||
Balance at December 31, 2017
|
$
|
22
|
|
|
$
|
866
|
|
|
$
|
3,040
|
|
|
$
|
(21
|
)
|
|
$
|
3,907
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income
|
|
|
|
|
245
|
|
|
|
|
245
|
|
||||||||
Other comprehensive income
|
|
|
|
|
|
|
1
|
|
|
1
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Dividends declared:
|
|
|
|
|
|
|
|
|
|
||||||||||
Preferred stock ($1.13/share)
|
|
|
|
|
(1
|
)
|
|
|
|
|
(1
|
)
|
|||||||
Common stock ($0.55/share)
|
|
|
|
|
(50
|
)
|
|
|
|
(50
|
)
|
||||||||
Balance at September 30, 2018
|
$
|
22
|
|
|
$
|
866
|
|
|
$
|
3,234
|
|
|
$
|
(20
|
)
|
|
$
|
4,102
|
|
|
|
|
|
|
▪
|
the Condensed Consolidated Financial Statements and related Notes of Sempra Energy and its subsidiaries and VIEs;
|
▪
|
the Condensed Consolidated Financial Statements and related Notes of SDG&E and its VIE (until deconsolidation of the VIE on August 23, 2019); and
|
▪
|
the Condensed Financial Statements and related Notes of SoCalGas.
|
RECONCILIATION OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH
|
||||||
(Dollars in millions)
|
||||||
|
September 30,
|
December 31,
|
||||
|
2019
|
2018
|
||||
Sempra Energy Consolidated:
|
|
|
||||
Cash and cash equivalents
|
$
|
106
|
|
$
|
102
|
|
Restricted cash, current
|
28
|
|
35
|
|
||
Restricted cash, noncurrent
|
3
|
|
21
|
|
||
Cash, cash equivalents and restricted cash in discontinued operations
|
360
|
|
88
|
|
||
Total cash, cash equivalents and restricted cash on the Condensed Consolidated Statements of Cash Flows
|
$
|
497
|
|
$
|
246
|
|
SDG&E:
|
|
|
|
|||
Cash and cash equivalents
|
$
|
24
|
|
$
|
8
|
|
Restricted cash, current
|
—
|
|
11
|
|
||
Restricted cash, noncurrent
|
—
|
|
18
|
|
||
Total cash, cash equivalents and restricted cash on the Condensed Consolidated Statements of Cash Flows
|
$
|
24
|
|
$
|
37
|
|
INVENTORY BALANCES
|
||||||||||||||||||||||||||||||||||
(Dollars in millions)
|
||||||||||||||||||||||||||||||||||
|
Natural gas
|
|
|
LNG
|
|
|
Materials and supplies
|
|
|
Total
|
||||||||||||||||||||||||
|
September
30, 2019
|
|
December 31, 2018
|
|
|
September
30, 2019
|
|
December 31, 2018
|
|
|
September
30, 2019
|
|
December 31, 2018
|
|
|
September
30, 2019
|
|
December 31, 2018
|
||||||||||||||||
SDG&E
|
$
|
1
|
|
|
$
|
—
|
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
$
|
91
|
|
|
$
|
102
|
|
|
|
$
|
92
|
|
|
$
|
102
|
|
SoCalGas
|
87
|
|
|
92
|
|
|
|
—
|
|
|
—
|
|
|
|
47
|
|
|
42
|
|
|
|
134
|
|
|
134
|
|
||||||||
Sempra Mexico
|
—
|
|
|
—
|
|
|
|
6
|
|
|
4
|
|
|
|
16
|
|
|
15
|
|
|
|
22
|
|
|
19
|
|
||||||||
Sempra LNG
|
22
|
|
|
3
|
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
|
22
|
|
|
3
|
|
||||||||
Sempra Energy Consolidated
|
$
|
110
|
|
|
$
|
95
|
|
|
|
$
|
6
|
|
|
$
|
4
|
|
|
|
$
|
154
|
|
|
$
|
159
|
|
|
|
$
|
270
|
|
|
$
|
258
|
|
•
|
historical wildfire experience of each IOU in the State of California, including frequency and severity of the wildfires;
|
•
|
the value of property potentially damaged by wildfires;
|
•
|
the effectiveness of wildfire risk mitigation efforts by each IOU;
|
•
|
liability cap of each IOU;
|
•
|
IOU prudency determination levels;
|
•
|
FERC jurisdictional allocation levels; and
|
•
|
insurance coverage levels.
|
CAPITALIZED FINANCING COSTS
|
|
|
|
|
|||||||||||
(Dollars in millions)
|
|
|
|
|
|||||||||||
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Sempra Energy Consolidated
|
$
|
46
|
|
|
$
|
47
|
|
|
$
|
144
|
|
|
$
|
150
|
|
SDG&E
|
19
|
|
|
20
|
|
|
56
|
|
|
67
|
|
||||
SoCalGas
|
13
|
|
|
10
|
|
|
35
|
|
|
39
|
|
▪
|
the purpose and design of the VIE;
|
▪
|
the nature of the VIE’s risks and the risks we absorb;
|
▪
|
the power to direct activities that most significantly impact the economic performance of the VIE; and
|
▪
|
the obligation to absorb losses or the right to receive benefits that could be significant to the VIE.
|
DECONSOLIDATION OF OTAY MESA VIE
|
|
||
(Dollars in millions)
|
|
||
|
August 23, 2019
|
||
Cash and cash equivalents
|
$
|
8
|
|
Accounts receivable, net
|
11
|
|
|
Inventories
|
4
|
|
|
Total current assets
|
23
|
|
|
Property, plant and equipment, net
|
272
|
|
|
Other noncurrent assets
|
27
|
|
|
Total assets
|
$
|
322
|
|
|
|
||
Accounts payable
|
$
|
10
|
|
Other
|
2
|
|
|
Total current liabilities
|
12
|
|
|
|
|
||
Asset retirement obligations
|
2
|
|
|
Deferred credits and other
|
27
|
|
|
Total deferred credits and other liabilities
|
29
|
|
|
|
|
||
Noncontrolling interest
|
281
|
|
|
Total liabilities and equity
|
$
|
322
|
|
AMOUNTS ASSOCIATED WITH OTAY MESA VIE
|
|
|
|
|
|||||||||||
(Dollars in millions)
|
|
|
|
|
|||||||||||
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
||||||||||||
|
2019(1)
|
|
2018
|
|
2019(1)
|
|
2018
|
||||||||
Operating expenses
|
|
|
|
|
|
|
|
||||||||
Cost of electric fuel and purchased power
|
$
|
(17
|
)
|
|
$
|
(28
|
)
|
|
$
|
(52
|
)
|
|
$
|
(60
|
)
|
Operation and maintenance
|
2
|
|
|
3
|
|
|
10
|
|
|
11
|
|
||||
Depreciation and amortization
|
8
|
|
|
8
|
|
|
23
|
|
|
23
|
|
||||
Total operating expenses
|
(7
|
)
|
|
(17
|
)
|
|
(19
|
)
|
|
(26
|
)
|
||||
Operating income
|
7
|
|
|
17
|
|
|
19
|
|
|
26
|
|
||||
Interest expense
|
(4
|
)
|
|
(6
|
)
|
|
(12
|
)
|
|
(16
|
)
|
||||
Income before income taxes/Net income
|
3
|
|
|
11
|
|
|
7
|
|
|
10
|
|
||||
Earnings attributable to noncontrolling interest
|
(3
|
)
|
|
(11
|
)
|
|
(7
|
)
|
|
(10
|
)
|
||||
Earnings attributable to common shares
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(1)
|
Amounts for 2019 include activity until deconsolidation on August 23, 2019.
|
AMOUNTS ASSOCIATED WITH TAX EQUITY ARRANGEMENTS(1)
|
|
|
||||||||||
(Dollars in millions)
|
|
|
|
|
|
|||||||
|
|
Three months ended September 30,
|
|
Nine months ended
September 30, |
||||||||
|
|
2018
|
|
2019
|
|
2018
|
||||||
REVENUES
|
|
|
|
|
|
|||||||
Energy-related businesses
|
$
|
28
|
|
|
$
|
8
|
|
|
$
|
77
|
|
|
EXPENSES
|
|
|
|
|
|
|||||||
Operation and maintenance
|
(5
|
)
|
|
(2
|
)
|
|
(13
|
)
|
||||
Depreciation and amortization
|
(13
|
)
|
|
(4
|
)
|
|
(36
|
)
|
||||
Income before income taxes
|
10
|
|
|
2
|
|
|
28
|
|
||||
Income tax expense
|
(4
|
)
|
|
—
|
|
|
(16
|
)
|
||||
Net income
|
6
|
|
|
2
|
|
|
12
|
|
||||
Losses (earnings) attributable to noncontrolling interests(2)
|
9
|
|
|
(1
|
)
|
|
50
|
|
||||
Earnings attributable to common shares
|
$
|
15
|
|
|
$
|
1
|
|
|
$
|
62
|
|
(1)
|
Amounts for 2019 include activity until deconsolidation of the wind entities in April 2019. Amounts for 2018 include activity until deconsolidation of the solar entities in December 2018.
|
(2)
|
Net income or loss attributable to NCI is computed using the HLBV method and is not based on ownership percentages.
|
NET PERIODIC BENEFIT COST – SEMPRA ENERGY CONSOLIDATED
|
|||||||||||||||
(Dollars in millions)
|
|||||||||||||||
|
Pension benefits
|
|
Other postretirement benefits
|
||||||||||||
|
Three months ended September 30,
|
||||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Service cost
|
$
|
27
|
|
|
$
|
29
|
|
|
$
|
4
|
|
|
$
|
4
|
|
Interest cost
|
34
|
|
|
35
|
|
|
9
|
|
|
9
|
|
||||
Expected return on assets
|
(36
|
)
|
|
(35
|
)
|
|
(17
|
)
|
|
(18
|
)
|
||||
Amortization of:
|
|
|
|
|
|
|
|
||||||||
Prior service cost
|
3
|
|
|
3
|
|
|
—
|
|
|
—
|
|
||||
Actuarial loss (gain)
|
8
|
|
|
6
|
|
|
(3
|
)
|
|
(2
|
)
|
||||
Settlement charges
|
4
|
|
|
9
|
|
|
—
|
|
|
—
|
|
||||
Special termination benefits
|
—
|
|
|
—
|
|
|
—
|
|
|
5
|
|
||||
Net periodic benefit cost (credit)
|
40
|
|
|
47
|
|
|
(7
|
)
|
|
(2
|
)
|
||||
Regulatory adjustments
|
3
|
|
|
(11
|
)
|
|
8
|
|
|
2
|
|
||||
Total expense recognized
|
$
|
43
|
|
|
$
|
36
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
||||||||
|
Nine months ended September 30,
|
||||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Service cost
|
$
|
82
|
|
|
$
|
95
|
|
|
$
|
12
|
|
|
$
|
15
|
|
Interest cost
|
104
|
|
|
104
|
|
|
27
|
|
|
27
|
|
||||
Expected return on assets
|
(108
|
)
|
|
(117
|
)
|
|
(52
|
)
|
|
(53
|
)
|
||||
Amortization of:
|
|
|
|
|
|
|
|
||||||||
Prior service cost
|
9
|
|
|
8
|
|
|
—
|
|
|
—
|
|
||||
Actuarial loss (gain)
|
29
|
|
|
25
|
|
|
(8
|
)
|
|
(4
|
)
|
||||
Settlement charges
|
26
|
|
|
48
|
|
|
—
|
|
|
—
|
|
||||
Special termination benefits
|
—
|
|
|
—
|
|
|
—
|
|
|
5
|
|
||||
Net periodic benefit cost (credit)
|
142
|
|
|
163
|
|
|
(21
|
)
|
|
(10
|
)
|
||||
Regulatory adjustments
|
(30
|
)
|
|
(91
|
)
|
|
22
|
|
|
11
|
|
||||
Total expense recognized
|
$
|
112
|
|
|
$
|
72
|
|
|
$
|
1
|
|
|
$
|
1
|
|
NET PERIODIC BENEFIT COST – SDG&E
|
|||||||||||||||
(Dollars in millions)
|
|||||||||||||||
|
Pension benefits
|
|
Other postretirement benefits
|
||||||||||||
|
Three months ended September 30,
|
||||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Service cost
|
$
|
7
|
|
|
$
|
7
|
|
|
$
|
1
|
|
|
$
|
1
|
|
Interest cost
|
9
|
|
|
9
|
|
|
1
|
|
|
2
|
|
||||
Expected return on assets
|
(9
|
)
|
|
(10
|
)
|
|
(3
|
)
|
|
(3
|
)
|
||||
Amortization of:
|
|
|
|
|
|
|
|
||||||||
Prior service cost
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
||||
Actuarial loss (gain)
|
2
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
||||
Settlement charges
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
||||
Special termination benefits
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
||||
Net periodic benefit cost
|
9
|
|
|
7
|
|
|
—
|
|
|
2
|
|
||||
Regulatory adjustments
|
(1
|
)
|
|
(7
|
)
|
|
—
|
|
|
(2
|
)
|
||||
Total expense recognized
|
$
|
8
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
||||||||
|
Nine months ended September 30,
|
||||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Service cost
|
$
|
22
|
|
|
$
|
23
|
|
|
$
|
3
|
|
|
$
|
3
|
|
Interest cost
|
26
|
|
|
26
|
|
|
5
|
|
|
5
|
|
||||
Expected return on assets
|
(29
|
)
|
|
(35
|
)
|
|
(9
|
)
|
|
(10
|
)
|
||||
Amortization of:
|
|
|
|
|
|
|
|
||||||||
Prior service cost
|
2
|
|
|
1
|
|
|
2
|
|
|
2
|
|
||||
Actuarial loss (gain)
|
9
|
|
|
3
|
|
|
(1
|
)
|
|
(2
|
)
|
||||
Settlement charges
|
—
|
|
|
17
|
|
|
—
|
|
|
—
|
|
||||
Special termination benefits
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
||||
Net periodic benefit cost
|
30
|
|
|
35
|
|
|
—
|
|
|
1
|
|
||||
Regulatory adjustments
|
(13
|
)
|
|
(34
|
)
|
|
—
|
|
|
(1
|
)
|
||||
Total expense recognized
|
$
|
17
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
NET PERIODIC BENEFIT COST – SOCALGAS
|
|||||||||||||||
(Dollars in millions)
|
|||||||||||||||
|
Pension benefits
|
|
Other postretirement benefits
|
||||||||||||
|
Three months ended September 30,
|
||||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Service cost
|
$
|
17
|
|
|
$
|
19
|
|
|
$
|
3
|
|
|
$
|
3
|
|
Interest cost
|
23
|
|
|
23
|
|
|
6
|
|
|
6
|
|
||||
Expected return on assets
|
(24
|
)
|
|
(22
|
)
|
|
(14
|
)
|
|
(13
|
)
|
||||
Amortization of:
|
|
|
|
|
|
|
|
||||||||
Prior service cost (credit)
|
2
|
|
|
2
|
|
|
(1
|
)
|
|
(1
|
)
|
||||
Actuarial loss (gain)
|
3
|
|
|
3
|
|
|
(2
|
)
|
|
(1
|
)
|
||||
Settlement charges
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
||||
Special termination benefits
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
||||
Net periodic benefit cost (credit)
|
21
|
|
|
27
|
|
|
(8
|
)
|
|
(4
|
)
|
||||
Regulatory adjustments
|
4
|
|
|
(4
|
)
|
|
8
|
|
|
4
|
|
||||
Total expense recognized
|
$
|
25
|
|
|
$
|
23
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
||||||||
|
Nine months ended September 30,
|
||||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Service cost
|
$
|
51
|
|
|
$
|
62
|
|
|
$
|
9
|
|
|
$
|
11
|
|
Interest cost
|
68
|
|
|
68
|
|
|
20
|
|
|
20
|
|
||||
Expected return on assets
|
(71
|
)
|
|
(73
|
)
|
|
(43
|
)
|
|
(41
|
)
|
||||
Amortization of:
|
|
|
|
|
|
|
|
||||||||
Prior service cost (credit)
|
6
|
|
|
6
|
|
|
(2
|
)
|
|
(2
|
)
|
||||
Actuarial loss (gain)
|
14
|
|
|
15
|
|
|
(6
|
)
|
|
(2
|
)
|
||||
Settlement charges
|
—
|
|
|
25
|
|
|
—
|
|
|
—
|
|
||||
Special termination benefits
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
||||
Net periodic benefit cost (credit)
|
68
|
|
|
103
|
|
|
(22
|
)
|
|
(12
|
)
|
||||
Regulatory adjustments
|
(17
|
)
|
|
(57
|
)
|
|
22
|
|
|
12
|
|
||||
Total expense recognized
|
$
|
51
|
|
|
$
|
46
|
|
|
$
|
—
|
|
|
$
|
—
|
|
BENEFIT PLAN CONTRIBUTIONS
|
||||||||||||
(Dollars in millions)
|
||||||||||||
|
|
Sempra Energy
Consolidated
|
|
SDG&E
|
|
SoCalGas
|
||||||
Contributions through September 30, 2019:
|
|
|
|
|
|
|
||||||
Pension plans
|
|
$
|
130
|
|
|
$
|
17
|
|
|
$
|
51
|
|
Other postretirement benefit plans
|
|
6
|
|
|
—
|
|
|
1
|
|
|||
Total expected contributions in 2019:
|
|
|
|
|
|
|
||||||
Pension plans
|
|
$
|
280
|
|
|
$
|
53
|
|
|
$
|
152
|
|
Other postretirement benefit plans
|
|
8
|
|
|
1
|
|
|
1
|
|
EARNINGS (LOSSES) PER COMMON SHARE COMPUTATIONS
|
|
|
|
|
|
|
|
||||||||
(Dollars in millions, except per share amounts; shares in thousands)
|
|
|
|
|
|
|
|
||||||||
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Numerator for continuing operations:
|
|
|
|
|
|
|
|
||||||||
Income from continuing operations, net of income tax
|
$
|
653
|
|
|
$
|
280
|
|
|
$
|
1,570
|
|
|
$
|
25
|
|
(Earnings) losses attributable to noncontrolling interests
|
(52
|
)
|
|
(16
|
)
|
|
(121
|
)
|
|
10
|
|
||||
Mandatory convertible preferred stock dividends
|
(36
|
)
|
|
(36
|
)
|
|
(107
|
)
|
|
(89
|
)
|
||||
Preferred dividends of subsidiary
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
||||
Earnings (losses) from continuing operations attributable to common shares for basic EPS
|
565
|
|
|
228
|
|
|
1,341
|
|
|
(55
|
)
|
||||
Add back dividends for dilutive mandatory convertible preferred stock(1)
|
26
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Earnings (losses) from continuing operations attributable to common shares for diluted EPS
|
$
|
591
|
|
|
$
|
228
|
|
|
$
|
1,341
|
|
|
$
|
(55
|
)
|
|
|
|
|
|
|
|
|
||||||||
Numerator for discontinued operations:
|
|
|
|
|
|
|
|
||||||||
Income from discontinued operations, net of income tax
|
$
|
256
|
|
|
$
|
54
|
|
|
$
|
292
|
|
|
$
|
137
|
|
Earnings attributable to noncontrolling interests
|
(8
|
)
|
|
(8
|
)
|
|
(25
|
)
|
|
(22
|
)
|
||||
Earnings from discontinued operations attributable to common shares
|
$
|
248
|
|
|
$
|
46
|
|
|
$
|
267
|
|
|
$
|
115
|
|
|
|
|
|
|
|
|
|
||||||||
Numerator for earnings:
|
|
|
|
|
|
|
|
||||||||
Earnings attributable to common shares for basic EPS
|
$
|
813
|
|
|
$
|
274
|
|
|
$
|
1,608
|
|
|
$
|
60
|
|
Add back dividends for dilutive mandatory convertible preferred stock(1)
|
26
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Earnings attributable to common shares for diluted EPS
|
$
|
839
|
|
|
$
|
274
|
|
|
$
|
1,608
|
|
|
$
|
60
|
|
|
|
|
|
|
|
|
|
||||||||
Denominator:
|
|
|
|
|
|
|
|
||||||||
Weighted-average common shares outstanding for basic EPS(2)
|
277,360
|
|
|
273,944
|
|
|
275,684
|
|
|
265,963
|
|
||||
Dilutive effect of stock options and RSUs(3)(4)
|
1,636
|
|
|
854
|
|
|
1,381
|
|
|
—
|
|
||||
Dilutive effect of common shares sold forward(3)
|
3,555
|
|
|
1,109
|
|
|
2,744
|
|
|
—
|
|
||||
Dilutive effect of mandatory convertible preferred stock
|
13,238
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Weighted-average common shares outstanding for diluted EPS
|
295,789
|
|
|
275,907
|
|
|
279,809
|
|
|
265,963
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Basic EPS:
|
|
|
|
|
|
|
|
||||||||
Earnings (losses) from continuing operations attributable to common shares
|
$
|
2.04
|
|
|
$
|
0.83
|
|
|
$
|
4.86
|
|
|
$
|
(0.21
|
)
|
Earnings from discontinued operations attributable to common shares
|
$
|
0.89
|
|
|
$
|
0.17
|
|
|
$
|
0.97
|
|
|
$
|
0.44
|
|
Earnings attributable to common shares
|
$
|
2.93
|
|
|
$
|
1.00
|
|
|
$
|
5.83
|
|
|
$
|
0.23
|
|
|
|
|
|
|
|
|
|
||||||||
Diluted EPS:
|
|
|
|
|
|
|
|
||||||||
Earnings (losses) from continuing operations attributable to common shares
|
$
|
2.00
|
|
|
$
|
0.82
|
|
|
$
|
4.79
|
|
|
$
|
(0.21
|
)
|
Earnings from discontinued operations attributable to common shares
|
$
|
0.84
|
|
|
$
|
0.17
|
|
|
$
|
0.95
|
|
|
$
|
0.44
|
|
Earnings attributable to common shares
|
$
|
2.84
|
|
|
$
|
0.99
|
|
|
$
|
5.74
|
|
|
$
|
0.23
|
|
(1)
|
In the three months ended September 30, 2019, due to the dilutive effect of the series A preferred stock, the numerator used to calculate diluted EPS includes an add-back of series A preferred stock dividends declared in that quarter.
|
(2)
|
Includes 618 and 645 average fully vested RSUs held in our Deferred Compensation Plan for the three months ended September 30, 2019 and 2018, respectively, and 615 and 638 of such RSUs for the nine months ended September 30, 2019 and 2018, respectively. These fully vested RSUs 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.
|
(3)
|
In the nine months ended September 30, 2018, the total weighted-average potentially dilutive stock options and RSUs of 736 and common stock shares sold forward of 945 were not included in the computation of diluted EPS since to do so would have decreased the losses from continuing operations attributable to common shares.
|
(4)
|
Due to market fluctuations of both Sempra Energy common stock and the comparative indices used to determine the vesting percentage of our total shareholder return performance-based RSUs, which we discuss in Note 10 of the Notes to Consolidated Financial Statements in the Annual Report, dilutive RSUs may vary widely from period-to-period.
|
CHANGES IN ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) BY COMPONENT(1)
|
|||||||||||||||
(Dollars in millions)
|
|||||||||||||||
|
Foreign
currency
translation
adjustments
|
|
Financial
instruments
|
|
Pension
and other
postretirement
benefits
|
|
Total
accumulated other
comprehensive
income (loss)
|
||||||||
|
Three months ended September 30, 2019 and 2018
|
||||||||||||||
Sempra Energy Consolidated(2):
|
|
|
|
|
|
|
|
||||||||
Balance as of June 30, 2019
|
$
|
(518
|
)
|
|
$
|
(213
|
)
|
|
$
|
(117
|
)
|
|
$
|
(848
|
)
|
OCI before reclassifications
|
(91
|
)
|
|
(41
|
)
|
|
(7
|
)
|
|
(139
|
)
|
||||
Amounts reclassified from AOCI
|
—
|
|
|
4
|
|
|
5
|
|
|
9
|
|
||||
Net OCI
|
(91
|
)
|
|
(37
|
)
|
|
(2
|
)
|
|
(130
|
)
|
||||
Balance as of September 30, 2019
|
$
|
(609
|
)
|
|
$
|
(250
|
)
|
|
$
|
(119
|
)
|
|
$
|
(978
|
)
|
|
|
|
|
|
|
|
|
||||||||
Balance as of June 30, 2018
|
$
|
(482
|
)
|
|
$
|
(40
|
)
|
|
$
|
(79
|
)
|
|
$
|
(601
|
)
|
OCI before reclassifications
|
(16
|
)
|
|
19
|
|
|
(18
|
)
|
|
(15
|
)
|
||||
Amounts reclassified from AOCI
|
—
|
|
|
(4
|
)
|
|
8
|
|
|
4
|
|
||||
Net OCI
|
(16
|
)
|
|
15
|
|
|
(10
|
)
|
|
(11
|
)
|
||||
Balance as of September 30, 2018
|
$
|
(498
|
)
|
|
$
|
(25
|
)
|
|
$
|
(89
|
)
|
|
$
|
(612
|
)
|
SDG&E:
|
|
|
|
|
|
|
|
||||||||
Balance as of June 30, 2019 and September 30, 2019
|
|
|
|
|
$
|
(11
|
)
|
|
$
|
(11
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Balance as of June 30, 2018
|
|
|
|
|
$
|
(8
|
)
|
|
$
|
(8
|
)
|
||||
OCI before reclassifications
|
|
|
|
|
(6
|
)
|
|
(6
|
)
|
||||||
Net OCI
|
|
|
|
|
(6
|
)
|
|
(6
|
)
|
||||||
Balance as of September 30, 2018
|
|
|
|
|
$
|
(14
|
)
|
|
$
|
(14
|
)
|
||||
SoCalGas:
|
|
|
|
|
|
|
|
||||||||
Balance as of June 30, 2019
|
|
|
$
|
(14
|
)
|
|
$
|
(6
|
)
|
|
$
|
(20
|
)
|
||
Amounts reclassified from AOCI
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|||||
Net OCI
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|||||
Balance as of September 30, 2019
|
|
|
$
|
(13
|
)
|
|
$
|
(6
|
)
|
|
$
|
(19
|
)
|
||
|
|
|
|
|
|
|
|
||||||||
Balance as of June 30, 2018 and September 30, 2018
|
|
|
$
|
(13
|
)
|
|
$
|
(7
|
)
|
|
$
|
(20
|
)
|
(1)
|
All amounts are net of income tax, if subject to tax, and exclude NCI.
|
(2)
|
Includes discontinued operations.
|
CHANGES IN ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) BY COMPONENT(1) (CONTINUED)
|
|||||||||||||||
(Dollars in millions)
|
|||||||||||||||
|
Foreign
currency
translation
adjustments
|
|
Financial
instruments
|
|
Pension
and other
postretirement
benefits
|
|
Total
accumulated other
comprehensive
income (loss)
|
||||||||
|
Nine months ended September 30, 2019 and 2018
|
||||||||||||||
Sempra Energy Consolidated(2):
|
|
|
|
|
|
|
|
||||||||
Balance as of December 31, 2018
|
$
|
(564
|
)
|
|
$
|
(82
|
)
|
|
$
|
(118
|
)
|
|
$
|
(764
|
)
|
Cumulative-effect adjustment from change in accounting principle
|
—
|
|
|
(25
|
)
|
|
(17
|
)
|
|
(42
|
)
|
||||
OCI before reclassifications(3)
|
(45
|
)
|
|
(153
|
)
|
|
(13
|
)
|
|
(211
|
)
|
||||
Amounts reclassified from AOCI(3)
|
—
|
|
|
10
|
|
|
29
|
|
|
39
|
|
||||
Net OCI
|
(45
|
)
|
|
(143
|
)
|
|
16
|
|
|
(172
|
)
|
||||
Balance as of September 30, 2019
|
$
|
(609
|
)
|
|
$
|
(250
|
)
|
|
$
|
(119
|
)
|
|
$
|
(978
|
)
|
|
|
|
|
|
|
|
|
||||||||
Balance as of December 31, 2017
|
$
|
(420
|
)
|
|
$
|
(122
|
)
|
|
$
|
(84
|
)
|
|
$
|
(626
|
)
|
Cumulative-effect adjustment from change in accounting principle
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
(3
|
)
|
||||
OCI before reclassifications
|
(78
|
)
|
|
104
|
|
|
(17
|
)
|
|
9
|
|
||||
Amounts reclassified from AOCI
|
—
|
|
|
(4
|
)
|
|
12
|
|
|
8
|
|
||||
Net OCI
|
(78
|
)
|
|
100
|
|
|
(5
|
)
|
|
17
|
|
||||
Balance as of September 30, 2018
|
$
|
(498
|
)
|
|
$
|
(25
|
)
|
|
$
|
(89
|
)
|
|
$
|
(612
|
)
|
SDG&E:
|
|
|
|
|
|
|
|
||||||||
Balance as of December 31, 2018
|
|
|
|
|
$
|
(10
|
)
|
|
$
|
(10
|
)
|
||||
Cumulative-effect adjustment from change in accounting principle
|
|
|
|
|
(2
|
)
|
|
(2
|
)
|
||||||
Amounts reclassified from AOCI
|
|
|
|
|
1
|
|
|
1
|
|
||||||
Net OCI
|
|
|
|
|
1
|
|
|
1
|
|
||||||
Balance as of September 30, 2019
|
|
|
|
|
$
|
(11
|
)
|
|
$
|
(11
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Balance as of December 31, 2017
|
|
|
|
|
$
|
(8
|
)
|
|
$
|
(8
|
)
|
||||
OCI before reclassifications
|
|
|
|
|
(6
|
)
|
|
(6
|
)
|
||||||
Net OCI
|
|
|
|
|
(6
|
)
|
|
(6
|
)
|
||||||
Balance as of September 30, 2018
|
|
|
|
|
$
|
(14
|
)
|
|
$
|
(14
|
)
|
||||
SoCalGas:
|
|
|
|
|
|
|
|
||||||||
Balance as of December 31, 2018
|
|
|
$
|
(12
|
)
|
|
$
|
(8
|
)
|
|
$
|
(20
|
)
|
||
Cumulative-effect adjustment from change in accounting principle
|
|
|
(2
|
)
|
|
(2
|
)
|
|
(4
|
)
|
|||||
Amounts reclassified from AOCI(3)
|
|
|
1
|
|
|
4
|
|
|
5
|
|
|||||
Net OCI
|
|
|
1
|
|
|
4
|
|
|
5
|
|
|||||
Balance as of September 30, 2019
|
|
|
$
|
(13
|
)
|
|
$
|
(6
|
)
|
|
$
|
(19
|
)
|
||
|
|
|
|
|
|
|
|
||||||||
Balance as of December 31, 2017
|
|
|
$
|
(13
|
)
|
|
$
|
(8
|
)
|
|
$
|
(21
|
)
|
||
Amounts reclassified from AOCI
|
|
|
—
|
|
|
1
|
|
|
1
|
|
|||||
Net OCI
|
|
|
—
|
|
|
1
|
|
|
1
|
|
|||||
Balance as of September 30, 2018
|
|
|
$
|
(13
|
)
|
|
$
|
(7
|
)
|
|
$
|
(20
|
)
|
(1)
|
All amounts are net of income tax, if subject to tax, and exclude NCI.
|
(2)
|
Includes discontinued operations.
|
(3)
|
Pension and Other Postretirement Benefits and Total AOCI include a $4 million transfer of liabilities from SoCalGas to Sempra Energy related to the nonqualified pension plan.
|
RECLASSIFICATIONS OUT OF ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
|
|||||||||
(Dollars in millions)
|
|||||||||
Details about accumulated other comprehensive income (loss) components
|
Amounts reclassified
from accumulated other comprehensive income (loss) |
|
Affected line item on Condensed
Consolidated Statements of Operations |
||||||
|
Three months ended September 30,
|
|
|
||||||
|
2019
|
|
2018
|
|
|
||||
Sempra Energy Consolidated:
|
|
|
|
|
|
||||
Financial instruments:
|
|
|
|
|
|
||||
Interest rate and foreign exchange instruments(1)
|
$
|
1
|
|
|
$
|
—
|
|
|
Interest Expense
|
|
5
|
|
|
(11
|
)
|
|
Other (Expense) Income, Net
|
||
Interest rate and foreign exchange instruments
|
2
|
|
|
3
|
|
|
Equity Earnings
|
||
Total before income tax
|
8
|
|
|
(8
|
)
|
|
|
||
|
(2
|
)
|
|
4
|
|
|
Income Tax (Expense) Benefit
|
||
Net of income tax
|
6
|
|
|
(4
|
)
|
|
|
||
|
(2
|
)
|
|
—
|
|
|
Earnings Attributable to Noncontrolling Interests
|
||
|
$
|
4
|
|
|
$
|
(4
|
)
|
|
|
Pension and other postretirement benefits:
|
|
|
|
|
|
||||
Amortization of actuarial loss(2)
|
$
|
3
|
|
|
$
|
9
|
|
|
Other (Expense) Income, Net
|
Amortization of prior service cost(2)
|
1
|
|
|
1
|
|
|
Other (Expense) Income, Net
|
||
Settlement charges(2)
|
4
|
|
|
—
|
|
|
Other (Expense) Income, Net
|
||
Total before income tax
|
8
|
|
|
10
|
|
|
|
||
|
(3
|
)
|
|
(2
|
)
|
|
Income Tax (Expense) Benefit
|
||
Net of income tax
|
$
|
5
|
|
|
$
|
8
|
|
|
|
|
|
|
|
|
|
||||
Total reclassifications for the period, net of tax
|
$
|
9
|
|
|
$
|
4
|
|
|
|
SDG&E:
|
|
|
|
|
|
||||
Financial instruments:
|
|
|
|
|
|
||||
Interest rate instruments(1)
|
$
|
1
|
|
|
$
|
2
|
|
|
Interest Expense
|
|
(1
|
)
|
|
(2
|
)
|
|
Earnings Attributable to Noncontrolling Interest
|
||
Total reclassifications for the period, net of tax
|
$
|
—
|
|
|
$
|
—
|
|
|
|
SoCalGas:
|
|
|
|
|
|
|
|
||
Financial instruments:
|
|
|
|
|
|
||||
Interest rate instruments
|
$
|
1
|
|
|
$
|
—
|
|
|
Interest Expense
|
Total reclassifications for the period, net of tax
|
$
|
1
|
|
|
$
|
—
|
|
|
|
(1)
|
Amounts include Otay Mesa VIE. All of SDG&E’s interest rate derivative activity relates to Otay Mesa VIE.
|
(2)
|
Amounts are included in the computation of net periodic benefit cost (see “Pension and Other Postretirement Benefits” above).
|
RECLASSIFICATIONS OUT OF ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (CONTINUED)
|
|||||||||
(Dollars in millions)
|
|||||||||
Details about accumulated other
comprehensive income (loss) components |
Amounts reclassified
from accumulated other comprehensive income (loss) |
|
Affected line item on Condensed
Consolidated Statements of Operations |
||||||
|
Nine months ended September 30,
|
|
|
||||||
|
2019
|
|
2018
|
|
|
||||
Sempra Energy Consolidated:
|
|
|
|
|
|
||||
Financial instruments:
|
|
|
|
|
|
||||
Interest rate and foreign exchange instruments(1)
|
$
|
2
|
|
|
$
|
(1
|
)
|
|
Interest Expense
|
|
—
|
|
|
(11
|
)
|
|
Other (Expense) Income, Net
|
||
Interest rate instruments
|
10
|
|
|
—
|
|
|
(Loss) Gain on Sale of Assets
|
||
Interest rate and foreign exchange instruments
|
3
|
|
|
8
|
|
|
Equity Earnings
|
||
Foreign exchange instruments
|
1
|
|
|
(1
|
)
|
|
Revenues: Energy-Related Businesses
|
||
Total before income tax
|
16
|
|
|
(5
|
)
|
|
|
||
|
(3
|
)
|
|
3
|
|
|
Income Tax (Expense) Benefit
|
||
Net of income tax
|
13
|
|
|
(2
|
)
|
|
|
||
|
(3
|
)
|
|
(2
|
)
|
|
Earnings Attributable to Noncontrolling Interests
|
||
|
$
|
10
|
|
|
$
|
(4
|
)
|
|
|
Pension and other postretirement benefits:
|
|
|
|
|
|
||||
Amortization of actuarial loss(2)
|
$
|
7
|
|
|
$
|
15
|
|
|
Other (Expense) Income, Net
|
Amortization of prior service cost(2)
|
2
|
|
|
1
|
|
|
Other (Expense) Income, Net
|
||
Settlement charges(2)
|
26
|
|
|
—
|
|
|
Other (Expense) Income, Net
|
||
Total before income tax
|
35
|
|
|
16
|
|
|
|
||
|
(10
|
)
|
|
(4
|
)
|
|
Income Tax (Expense) Benefit
|
||
Net of income tax
|
$
|
25
|
|
|
$
|
12
|
|
|
|
|
|
|
|
|
|
||||
Total reclassifications for the period, net of tax
|
$
|
35
|
|
|
$
|
8
|
|
|
|
SDG&E:
|
|
|
|
|
|
||||
Financial instruments:
|
|
|
|
|
|
||||
Interest rate instruments(1)
|
$
|
3
|
|
|
$
|
6
|
|
|
Interest Expense
|
|
(3
|
)
|
|
(6
|
)
|
|
Earnings Attributable to Noncontrolling Interest
|
||
|
$
|
—
|
|
|
$
|
—
|
|
|
|
Pension and other postretirement benefits:
|
|
|
|
|
|
||||
Amortization of prior service cost(2)
|
$
|
1
|
|
|
$
|
—
|
|
|
Other Income, Net
|
|
|
|
|
|
|
||||
Total reclassifications for the period, net of tax
|
$
|
1
|
|
|
$
|
—
|
|
|
|
SoCalGas:
|
|
|
|
|
|
|
|
||
Financial instruments:
|
|
|
|
|
|
||||
Interest rate instruments
|
$
|
1
|
|
|
$
|
—
|
|
|
Interest Expense
|
Pension and other postretirement benefits:
|
|
|
|
|
|
|
|
||
Amortization of actuarial loss(2)
|
$
|
—
|
|
|
$
|
1
|
|
|
Other Income, Net
|
|
|
|
|
|
|
||||
Total reclassifications for the period, net of tax
|
$
|
1
|
|
|
$
|
1
|
|
|
|
(1)
|
Amounts include Otay Mesa VIE. All of SDG&E’s interest rate derivative activity relates to Otay Mesa VIE.
|
(2)
|
Amounts are included in the computation of net periodic benefit cost (see “Pension and Other Postretirement Benefits” above).
|
▪
|
$367 million (net of underwriting discounts and equity issuance costs of $8 million) to cover overallotment shares of 3,504,672 in the first quarter of 2018;
|
▪
|
$900 million (net of underwriting discounts of $16 million) from the settlement of 8,556,630 shares in the first quarter of 2018;
|
▪
|
$800 million (net of underwriting discounts of $14 million) from the settlement of 7,651,671 shares in the second quarter of 2018; and
|
▪
|
$728 million (net of underwriting discounts of $13 million) from the settlement of 7,156,185 shares in the third quarter of 2019.
|
OTHER NONCONTROLLING INTERESTS
|
|||||||||||
(Dollars in millions)
|
|
|
|||||||||
|
Percent ownership held by noncontrolling interests
|
|
Equity (deficit) held by
noncontrolling interests
|
||||||||
|
September 30,
2019 |
|
December 31,
2018 |
|
September 30,
2019 |
|
December 31,
2018 |
||||
SDG&E:
|
|
|
|
|
|
|
|
||||
Otay Mesa VIE
|
—
|
%
|
100
|
%
|
$
|
—
|
|
|
$
|
100
|
|
Sempra Mexico:
|
|
|
|
|
|
|
|
||||
IEnova
|
33.4
|
|
33.5
|
|
1,676
|
|
|
1,592
|
|
||
IEnova subsidiaries(1)
|
10.0 – 46.3
|
|
10.0 – 49.0
|
|
16
|
|
|
13
|
|
||
Sempra Renewables:
|
|
|
|
|
|
|
|
||||
Tax equity arrangements – wind(2)
|
—
|
|
NA
|
|
—
|
|
|
158
|
|
||
PXiSE Energy Solutions, LLC(3)
|
—
|
|
11.1
|
|
—
|
|
|
1
|
|
||
Sempra LNG:
|
|
|
|
|
|
|
|
||||
Bay Gas
|
—
|
|
9.1
|
|
—
|
|
|
18
|
|
||
Liberty Gas Storage, LLC
|
24.6
|
|
24.6
|
|
(13
|
)
|
|
(12
|
)
|
||
ECA LNG proposed liquefaction project
|
16.7
|
|
—
|
|
3
|
|
|
—
|
|
||
Parent and other:
|
|
|
|
|
|
|
|
||||
PXiSE Energy Solutions, LLC(3)
|
20.0
|
|
—
|
|
1
|
|
|
—
|
|
||
Discontinued Operations:
|
|
|
|
|
|
|
|
||||
Chilquinta Energía subsidiaries(1)
|
19.7 – 43.4
|
|
19.7 – 43.4
|
|
23
|
|
|
23
|
|
||
Luz del Sur
|
16.4
|
|
16.4
|
|
200
|
|
|
193
|
|
||
Tecsur
|
9.8
|
|
9.8
|
|
5
|
|
|
4
|
|
||
Total Sempra Energy
|
|
|
|
|
$
|
1,911
|
|
|
$
|
2,090
|
|
(1)
|
IEnova and Chilquinta Energía have subsidiaries with NCI held by others. Percentage range reflects the highest and lowest ownership percentages among these subsidiaries.
|
(2)
|
Net income or loss attributable to NCI is computed using the HLBV method and is not based on ownership percentages.
|
(3)
|
In April 2019, PXiSE Energy Solutions, LLC was subsumed into Parent and other.
|
AMOUNTS DUE FROM (TO) UNCONSOLIDATED AFFILIATES
|
|||||||
(Dollars in millions)
|
|||||||
|
September 30,
2019 |
|
December 31,
2018 |
||||
Sempra Energy Consolidated:
|
|
|
|
||||
Total due from various unconsolidated affiliates – current
|
$
|
40
|
|
|
$
|
37
|
|
|
|
|
|
||||
Sempra Mexico(1):
|
|
|
|
||||
IMG – Note due March 15, 2022(2)
|
$
|
712
|
|
|
$
|
641
|
|
Energía Sierra Juárez – Note(3)
|
—
|
|
|
3
|
|
||
Total due from unconsolidated affiliates – noncurrent
|
$
|
712
|
|
|
$
|
644
|
|
|
|
|
|
||||
Total due to various unconsolidated affiliates – current
|
$
|
(12
|
)
|
|
$
|
(10
|
)
|
|
|
|
|
||||
Sempra Mexico(1):
|
|
|
|
||||
Total due to unconsolidated affiliates – noncurrent – TAG – Note due December 20, 2021(4)
|
$
|
(39
|
)
|
|
$
|
(37
|
)
|
SDG&E:
|
|
|
|
||||
Total due from unconsolidated affiliates – current – SoCalGas
|
$
|
1
|
|
|
$
|
—
|
|
|
|
|
|
||||
Sempra Energy(1)(5)
|
$
|
(14
|
)
|
|
$
|
(43
|
)
|
SoCalGas
|
—
|
|
|
(6
|
)
|
||
Various affiliates
|
(12
|
)
|
|
(12
|
)
|
||
Total due to unconsolidated affiliates – current
|
$
|
(26
|
)
|
|
$
|
(61
|
)
|
|
|
|
|
||||
Income taxes due from Sempra Energy(6)
|
$
|
5
|
|
|
$
|
5
|
|
SoCalGas:
|
|
|
|
||||
SDG&E
|
$
|
—
|
|
|
$
|
6
|
|
Various affiliates
|
—
|
|
|
1
|
|
||
Total due from unconsolidated affiliates – current
|
$
|
—
|
|
|
$
|
7
|
|
|
|
|
|
||||
Sempra Energy
|
$
|
(35
|
)
|
|
$
|
(34
|
)
|
Pacific Enterprises
|
(150
|
)
|
|
—
|
|
||
SDG&E
|
(1
|
)
|
|
—
|
|
||
Various affiliates
|
(1
|
)
|
|
—
|
|
||
Total due to unconsolidated affiliates – current
|
$
|
(187
|
)
|
|
$
|
(34
|
)
|
|
|
|
|
||||
Income taxes due to Sempra Energy(6)
|
$
|
(19
|
)
|
|
$
|
(4
|
)
|
(1)
|
Amounts include principal balances plus accumulated interest outstanding.
|
(2)
|
Mexican peso-denominated revolving line of credit for up to 14.2 billion Mexican pesos or approximately $718 million U.S. dollar-equivalent, at a variable interest rate based on the 91-day Interbank Equilibrium Interest Rate plus 220 bps (10.13 percent at September 30, 2019), to finance construction of the natural gas marine pipeline.
|
(3)
|
U.S. dollar-denominated loan, at a variable interest rate based on the 30-day LIBOR plus 637.5 bps (8.89 percent at December 31, 2018).
|
(4)
|
U.S. dollar-denominated loan, at a variable interest rate based on the 6-month LIBOR plus 290 bps (4.96 percent at September 30, 2019).
|
(5)
|
At September 30, 2019, net payable includes outstanding advances to Sempra Energy of $25 million at an interest rate of 2.03 percent.
|
(6)
|
SDG&E and SoCalGas are included in the consolidated income tax return of Sempra Energy and their respective income tax expense is computed as an amount equal to that which would result from each company having always filed a separate return.
|
REVENUES AND COST OF SALES FROM UNCONSOLIDATED AFFILIATES
|
|
|
|
|
|||||||||||
(Dollars in millions)
|
|
|
|
|
|||||||||||
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
||||||||
Sempra Energy Consolidated
|
$
|
13
|
|
|
$
|
17
|
|
|
$
|
40
|
|
|
$
|
49
|
|
SDG&E
|
2
|
|
|
1
|
|
|
5
|
|
|
4
|
|
||||
SoCalGas
|
16
|
|
|
15
|
|
|
50
|
|
|
47
|
|
||||
Cost of Sales:
|
|
|
|
|
|
|
|
||||||||
Sempra Energy Consolidated
|
$
|
12
|
|
|
$
|
9
|
|
|
$
|
40
|
|
|
$
|
36
|
|
SDG&E
|
16
|
|
|
21
|
|
|
56
|
|
|
56
|
|
||||
SoCalGas
|
2
|
|
|
—
|
|
|
6
|
|
|
—
|
|
OTHER (EXPENSE) INCOME, NET
|
|
|
|
|
|
|
|||||||||
(Dollars in millions)
|
|
|
|
|
|
|
|||||||||
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Sempra Energy Consolidated:
|
|
|
|
|
|
|
|
||||||||
Allowance for equity funds used during construction
|
$
|
25
|
|
|
$
|
23
|
|
|
$
|
69
|
|
|
$
|
79
|
|
Investment gains(1)
|
9
|
|
|
8
|
|
|
46
|
|
|
13
|
|
||||
(Losses) gains on interest rate and foreign exchange instruments, net
|
(17
|
)
|
|
39
|
|
|
7
|
|
|
46
|
|
||||
Foreign currency transaction (losses) gains, net(2)
|
(13
|
)
|
|
28
|
|
|
(2
|
)
|
|
16
|
|
||||
Non-service component of net periodic benefit (cost) credit
|
(13
|
)
|
|
(3
|
)
|
|
(19
|
)
|
|
37
|
|
||||
Penalties related to billing practices OII
|
—
|
|
|
—
|
|
|
(8
|
)
|
|
—
|
|
||||
Interest on regulatory balancing accounts, net
|
4
|
|
|
1
|
|
|
9
|
|
|
2
|
|
||||
Sundry, net
|
(2
|
)
|
|
—
|
|
|
1
|
|
|
(1
|
)
|
||||
Total
|
$
|
(7
|
)
|
|
$
|
96
|
|
|
$
|
103
|
|
|
$
|
192
|
|
SDG&E:
|
|
|
|
|
|
|
|
||||||||
Allowance for equity funds used during construction
|
$
|
15
|
|
|
$
|
15
|
|
|
$
|
42
|
|
|
$
|
49
|
|
Non-service component of net periodic benefit credit
|
—
|
|
|
8
|
|
|
8
|
|
|
25
|
|
||||
Interest on regulatory balancing accounts, net
|
4
|
|
|
2
|
|
|
10
|
|
|
4
|
|
||||
Sundry, net
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
||||
Total
|
$
|
19
|
|
|
$
|
24
|
|
|
$
|
60
|
|
|
$
|
77
|
|
SoCalGas:
|
|
|
|
|
|
|
|
||||||||
Allowance for equity funds used during construction
|
$
|
9
|
|
|
$
|
8
|
|
|
$
|
25
|
|
|
$
|
30
|
|
Non-service component of net periodic benefit (cost) credit
|
(5
|
)
|
|
(1
|
)
|
|
9
|
|
|
27
|
|
||||
Penalties related to billing practices OII
|
—
|
|
|
—
|
|
|
(8
|
)
|
|
—
|
|
||||
Interest on regulatory balancing accounts, net
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
|
(2
|
)
|
||||
Sundry, net
|
(3
|
)
|
|
(3
|
)
|
|
(7
|
)
|
|
(6
|
)
|
||||
Total
|
$
|
1
|
|
|
$
|
3
|
|
|
$
|
18
|
|
|
$
|
49
|
|
(1)
|
Represents investment gains on dedicated assets in support of our executive retirement and deferred compensation plans. These amounts are partially offset by corresponding changes in compensation expense related to the plans, recorded in O&M on the Condensed Consolidated Statements of Operations.
|
(2)
|
Includes losses of $17 million and a negligible amount in the three months and nine months ended September 30, 2019, respectively, and gains of $33 million and $25 million in the three months and nine months ended September 30, 2018, respectively, from translation to U.S. dollars of a Mexican peso-denominated loan to the IMG JV, which are offset by corresponding amounts included in Equity Earnings on the Condensed Consolidated Statements of Operations.
|
INCOME TAX EXPENSE (BENEFIT) AND EFFECTIVE INCOME TAX RATES
|
|||||||||||||||
(Dollars in millions)
|
|||||||||||||||
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Sempra Energy Consolidated:
|
|
|
|
|
|
|
|
||||||||
Income tax expense (benefit) from continuing operations
|
$
|
61
|
|
|
$
|
139
|
|
|
$
|
150
|
|
|
$
|
(221
|
)
|
|
|
|
|
|
|
|
|
||||||||
Income (loss) from continuing operations before income taxes
|
|
|
|
|
|
|
|
||||||||
and equity earnings
|
$
|
448
|
|
|
$
|
345
|
|
|
$
|
1,235
|
|
|
$
|
(245
|
)
|
Equity earnings (losses), before income tax(1)
|
17
|
|
|
(52
|
)
|
|
24
|
|
|
(236
|
)
|
||||
Pretax income (loss)
|
$
|
465
|
|
|
$
|
293
|
|
|
$
|
1,259
|
|
|
$
|
(481
|
)
|
|
|
|
|
|
|
|
|
||||||||
Effective income tax rate
|
13
|
%
|
|
47
|
%
|
|
12
|
%
|
|
46
|
%
|
||||
SDG&E:
|
|
|
|
|
|
|
|
||||||||
Income tax expense
|
$
|
71
|
|
|
$
|
53
|
|
|
$
|
111
|
|
|
$
|
151
|
|
Income before income taxes
|
$
|
337
|
|
|
$
|
269
|
|
|
$
|
700
|
|
|
$
|
682
|
|
Effective income tax rate
|
21
|
%
|
|
20
|
%
|
|
16
|
%
|
|
22
|
%
|
||||
SoCalGas:
|
|
|
|
|
|
|
|
||||||||
Income tax expense (benefit)
|
$
|
35
|
|
|
$
|
(7
|
)
|
|
$
|
50
|
|
|
$
|
75
|
|
Income (loss) before income taxes
|
$
|
178
|
|
|
$
|
(21
|
)
|
|
$
|
488
|
|
|
$
|
320
|
|
Effective income tax rate
|
20
|
%
|
|
33
|
%
|
|
10
|
%
|
|
23
|
%
|
(1)
|
We discuss how we recognize equity earnings in Note 6 of the Notes to Consolidated Financial Statements in the Annual Report.
|
▪
|
repairs expenditures related to a certain portion of utility plant fixed assets;
|
▪
|
the equity portion of AFUDC, which is non-taxable;
|
▪
|
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; and
|
▪
|
state income taxes.
|
▪
|
$89 million income tax benefit primarily related to outside basis differences existing as of the January 25, 2019 approval of our plan to sell our South American businesses. The amount is comprised of $103 million of income tax expense recorded in the first quarter of 2019, which was then reduced by $192 million in the third quarter of 2019 as a result of a change in the anticipated structure of the sale; and
|
▪
|
$32 million income tax expense related to the increase in outside basis differences from 2019 earnings since January 25, 2019.
|
|
|
|
|
|
IMPACT FROM ADOPTION OF THE LEASE STANDARD
|
|||||||||||
(Dollars in millions)
|
|||||||||||
|
Sempra Energy Consolidated
|
|
SDG&E
|
|
SoCalGas
|
||||||
Assets held for sale
|
$
|
13
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Sundry
|
(71
|
)
|
|
—
|
|
|
—
|
|
|||
Property, plant and equipment, net
|
(147
|
)
|
|
—
|
|
|
—
|
|
|||
Right-of-use assets – operating leases
|
603
|
|
|
130
|
|
|
116
|
|
|||
Deferred income tax assets
|
(3
|
)
|
|
—
|
|
|
—
|
|
|||
Other current liabilities
|
80
|
|
|
20
|
|
|
23
|
|
|||
Long-term debt
|
(138
|
)
|
|
—
|
|
|
—
|
|
|||
Deferred credits and other
|
436
|
|
|
110
|
|
|
93
|
|
|||
Retained earnings
|
17
|
|
|
—
|
|
|
—
|
|
▪
|
Sempra Energy: increase of $40 million to beginning Retained Earnings, $2 million to noncurrent Regulatory Liabilities and $42 million to Accumulated Other Comprehensive Loss;
|
▪
|
SDG&E: increase of $2 million to beginning Retained Earnings and Accumulated Other Comprehensive Loss; and
|
▪
|
SoCalGas: increase of $2 million to beginning Retained Earnings, $2 million to noncurrent Regulatory Liabilities and $4 million to Accumulated Other Comprehensive Loss.
|
|
|
|
|
|
DISAGGREGATED REVENUES
|
|||||||||||||||||||||||||||
(Dollars in millions)
|
|||||||||||||||||||||||||||
|
Three months ended September 30, 2019
|
||||||||||||||||||||||||||
|
SDG&E
|
|
SoCalGas
|
|
Sempra Mexico
|
|
Sempra Renewables
|
|
Sempra LNG
|
|
Consolidating adjustments, Parent & Other
|
|
Sempra Energy Consolidated
|
||||||||||||||
By major service line:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Utilities
|
$
|
1,370
|
|
|
$
|
765
|
|
|
$
|
14
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(18
|
)
|
|
$
|
2,131
|
|
Midstream
|
—
|
|
|
—
|
|
|
158
|
|
|
—
|
|
|
48
|
|
|
(39
|
)
|
|
167
|
|
|||||||
Renewables
|
—
|
|
|
—
|
|
|
32
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
34
|
|
|||||||
Other
|
—
|
|
|
—
|
|
|
52
|
|
|
—
|
|
|
2
|
|
|
(3
|
)
|
|
51
|
|
|||||||
Revenues from contracts with customers
|
$
|
1,370
|
|
|
$
|
765
|
|
|
$
|
256
|
|
|
$
|
—
|
|
|
$
|
50
|
|
|
$
|
(58
|
)
|
|
$
|
2,383
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
By market:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Gas
|
$
|
100
|
|
|
$
|
765
|
|
|
$
|
171
|
|
|
$
|
—
|
|
|
$
|
48
|
|
|
$
|
(55
|
)
|
|
$
|
1,029
|
|
Electric
|
1,270
|
|
|
—
|
|
|
85
|
|
|
—
|
|
|
2
|
|
|
(3
|
)
|
|
1,354
|
|
|||||||
Revenues from contracts with customers
|
$
|
1,370
|
|
|
$
|
765
|
|
|
$
|
256
|
|
|
$
|
—
|
|
|
$
|
50
|
|
|
$
|
(58
|
)
|
|
$
|
2,383
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Revenues from contracts with customers
|
$
|
1,370
|
|
|
$
|
765
|
|
|
$
|
256
|
|
|
$
|
—
|
|
|
$
|
50
|
|
|
$
|
(58
|
)
|
|
$
|
2,383
|
|
Utilities regulatory revenues
|
57
|
|
|
210
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
267
|
|
|||||||
Other revenues
|
—
|
|
|
—
|
|
|
101
|
|
|
—
|
|
|
50
|
|
|
(43
|
)
|
|
108
|
|
|||||||
Total revenues
|
$
|
1,427
|
|
|
$
|
975
|
|
|
$
|
357
|
|
|
$
|
—
|
|
|
$
|
100
|
|
|
$
|
(101
|
)
|
|
$
|
2,758
|
|
|
Nine months ended September 30, 2019
|
||||||||||||||||||||||||||
By major service line:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Utilities
|
$
|
3,604
|
|
|
$
|
3,170
|
|
|
$
|
56
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(56
|
)
|
|
$
|
6,774
|
|
Midstream
|
—
|
|
|
—
|
|
|
472
|
|
|
—
|
|
|
134
|
|
|
(109
|
)
|
|
497
|
|
|||||||
Renewables
|
—
|
|
|
—
|
|
|
82
|
|
|
5
|
|
|
—
|
|
|
1
|
|
|
88
|
|
|||||||
Other
|
—
|
|
|
—
|
|
|
147
|
|
|
—
|
|
|
5
|
|
|
(5
|
)
|
|
147
|
|
|||||||
Revenues from contracts with customers
|
$
|
3,604
|
|
|
$
|
3,170
|
|
|
$
|
757
|
|
|
$
|
5
|
|
|
$
|
139
|
|
|
$
|
(169
|
)
|
|
$
|
7,506
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
By market:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Gas
|
$
|
441
|
|
|
$
|
3,170
|
|
|
$
|
527
|
|
|
$
|
—
|
|
|
$
|
134
|
|
|
$
|
(160
|
)
|
|
$
|
4,112
|
|
Electric
|
3,163
|
|
|
—
|
|
|
230
|
|
|
5
|
|
|
5
|
|
|
(9
|
)
|
|
3,394
|
|
|||||||
Revenues from contracts with customers
|
$
|
3,604
|
|
|
$
|
3,170
|
|
|
$
|
757
|
|
|
$
|
5
|
|
|
$
|
139
|
|
|
$
|
(169
|
)
|
|
$
|
7,506
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Revenues from contracts with customers
|
$
|
3,604
|
|
|
$
|
3,170
|
|
|
$
|
757
|
|
|
$
|
5
|
|
|
$
|
139
|
|
|
$
|
(169
|
)
|
|
$
|
7,506
|
|
Utilities regulatory revenues
|
62
|
|
|
(28
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
34
|
|
|||||||
Other revenues
|
—
|
|
|
—
|
|
|
301
|
|
|
5
|
|
|
188
|
|
|
(148
|
)
|
|
346
|
|
|||||||
Total revenues
|
$
|
3,666
|
|
|
$
|
3,142
|
|
|
$
|
1,058
|
|
|
$
|
10
|
|
|
$
|
327
|
|
|
$
|
(317
|
)
|
|
$
|
7,886
|
|
DISAGGREGATED REVENUES (CONTINUED)
|
|||||||||||||||||||||||||||
(Dollars in millions)
|
|||||||||||||||||||||||||||
|
Three months ended September 30, 2018
|
||||||||||||||||||||||||||
|
SDG&E
|
|
SoCalGas
|
|
Sempra Mexico
|
|
Sempra Renewables
|
|
Sempra LNG
|
|
Consolidating adjustments
|
|
Sempra Energy Consolidated
|
||||||||||||||
By major service line:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Utilities
|
$
|
1,577
|
|
|
$
|
719
|
|
|
$
|
17
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(16
|
)
|
|
$
|
2,297
|
|
Midstream
|
—
|
|
|
—
|
|
|
194
|
|
|
—
|
|
|
82
|
|
|
(71
|
)
|
|
205
|
|
|||||||
Renewables
|
—
|
|
|
—
|
|
|
32
|
|
|
14
|
|
|
1
|
|
|
(1
|
)
|
|
46
|
|
|||||||
Other
|
—
|
|
|
—
|
|
|
71
|
|
|
—
|
|
|
1
|
|
|
(2
|
)
|
|
70
|
|
|||||||
Revenues from contracts with customers
|
$
|
1,577
|
|
|
$
|
719
|
|
|
$
|
314
|
|
|
$
|
14
|
|
|
$
|
84
|
|
|
$
|
(90
|
)
|
|
$
|
2,618
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
By market:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Gas
|
$
|
91
|
|
|
$
|
719
|
|
|
$
|
214
|
|
|
$
|
—
|
|
|
$
|
82
|
|
|
$
|
(86
|
)
|
|
$
|
1,020
|
|
Electric
|
1,486
|
|
|
—
|
|
|
100
|
|
|
14
|
|
|
2
|
|
|
(4
|
)
|
|
1,598
|
|
|||||||
Revenues from contracts with customers
|
$
|
1,577
|
|
|
$
|
719
|
|
|
$
|
314
|
|
|
$
|
14
|
|
|
$
|
84
|
|
|
$
|
(90
|
)
|
|
$
|
2,618
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Revenues from contracts with customers
|
$
|
1,577
|
|
|
$
|
719
|
|
|
$
|
314
|
|
|
$
|
14
|
|
|
$
|
84
|
|
|
$
|
(90
|
)
|
|
$
|
2,618
|
|
Utilities regulatory revenues
|
(278
|
)
|
|
83
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(195
|
)
|
|||||||
Other revenues
|
—
|
|
|
—
|
|
|
96
|
|
|
24
|
|
|
63
|
|
|
(41
|
)
|
|
142
|
|
|||||||
Total revenues
|
$
|
1,299
|
|
|
$
|
802
|
|
|
$
|
410
|
|
|
$
|
38
|
|
|
$
|
147
|
|
|
$
|
(131
|
)
|
|
$
|
2,565
|
|
|
Nine months ended September 30, 2018
|
||||||||||||||||||||||||||
By major service line:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Utilities
|
$
|
3,707
|
|
|
$
|
2,529
|
|
|
$
|
58
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(51
|
)
|
|
$
|
6,243
|
|
Midstream
|
—
|
|
|
—
|
|
|
484
|
|
|
—
|
|
|
171
|
|
|
(105
|
)
|
|
550
|
|
|||||||
Renewables
|
—
|
|
|
—
|
|
|
85
|
|
|
37
|
|
|
2
|
|
|
(1
|
)
|
|
123
|
|
|||||||
Other
|
—
|
|
|
—
|
|
|
142
|
|
|
—
|
|
|
5
|
|
|
(5
|
)
|
|
142
|
|
|||||||
Revenues from contracts with customers
|
$
|
3,707
|
|
|
$
|
2,529
|
|
|
$
|
769
|
|
|
$
|
37
|
|
|
$
|
178
|
|
|
$
|
(162
|
)
|
|
$
|
7,058
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
By market:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Gas
|
$
|
372
|
|
|
$
|
2,529
|
|
|
$
|
545
|
|
|
$
|
—
|
|
|
$
|
171
|
|
|
$
|
(153
|
)
|
|
$
|
3,464
|
|
Electric
|
3,335
|
|
|
—
|
|
|
224
|
|
|
37
|
|
|
7
|
|
|
(9
|
)
|
|
3,594
|
|
|||||||
Revenues from contracts with customers
|
$
|
3,707
|
|
|
$
|
2,529
|
|
|
$
|
769
|
|
|
$
|
37
|
|
|
$
|
178
|
|
|
$
|
(162
|
)
|
|
$
|
7,058
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Revenues from contracts with customers
|
$
|
3,707
|
|
|
$
|
2,529
|
|
|
$
|
769
|
|
|
$
|
37
|
|
|
$
|
178
|
|
|
$
|
(162
|
)
|
|
$
|
7,058
|
|
Utilities regulatory revenues
|
(302
|
)
|
|
171
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(131
|
)
|
|||||||
Other revenues
|
—
|
|
|
—
|
|
|
259
|
|
|
66
|
|
|
152
|
|
|
(128
|
)
|
|
349
|
|
|||||||
Total revenues
|
$
|
3,405
|
|
|
$
|
2,700
|
|
|
$
|
1,028
|
|
|
$
|
103
|
|
|
$
|
330
|
|
|
$
|
(290
|
)
|
|
$
|
7,276
|
|
REMAINING PERFORMANCE OBLIGATIONS(1)
|
|
|
||||
(Dollars in millions)
|
|
|
||||
|
Sempra Energy Consolidated
|
SDG&E
|
||||
2019 (excluding first nine months of 2019)
|
$
|
87
|
|
$
|
1
|
|
2020
|
409
|
|
4
|
|
||
2021
|
401
|
|
4
|
|
||
2022
|
405
|
|
4
|
|
||
2023
|
401
|
|
4
|
|
||
Thereafter
|
4,986
|
|
75
|
|
||
Total revenues to be recognized
|
$
|
6,689
|
|
$
|
92
|
|
(1)
|
Excludes intercompany transactions.
|
CONTRACT LIABILITIES
|
|
|
||||
(Dollars in millions)
|
|
|
||||
|
Sempra Energy Consolidated
|
SDG&E
|
||||
Balance at January 1, 2019
|
$
|
(70
|
)
|
$
|
—
|
|
Revenue from performance obligations satisfied during reporting period
|
1
|
|
—
|
|
||
Payments received in advance
|
(95
|
)
|
(92
|
)
|
||
Balance at September 30, 2019(1)
|
$
|
(164
|
)
|
$
|
(92
|
)
|
|
|
|
||||
Balance at January 1, 2018
|
$
|
—
|
|
|
||
Adoption of ASC 606 adjustment
|
(61
|
)
|
|
|||
Revenue from performance obligations satisfied during reporting period
|
6
|
|
|
|||
Payments received in advance
|
(9
|
)
|
|
|||
Balance at September 30, 2018
|
$
|
(64
|
)
|
|
(1)
|
Includes $3 million and $3 million in Other Current Liabilities and $161 million and $89 million in Deferred Credits and Other on the Sempra Energy and SDG&E Condensed Consolidated Balance Sheets, respectively.
|
RECEIVABLES FROM REVENUES FROM CONTRACTS WITH CUSTOMERS
|
|
|
|||||
(Dollars in millions)
|
|
|
|
||||
|
September 30, 2019
|
|
December 31, 2018
|
||||
Sempra Energy Consolidated:
|
|
|
|
||||
Accounts receivable – trade, net
|
$
|
875
|
|
|
$
|
1,106
|
|
Accounts receivable – other, net
|
10
|
|
|
11
|
|
||
Due from unconsolidated affiliates – current(1)
|
6
|
|
|
4
|
|
||
Assets held for sale
|
—
|
|
|
6
|
|
||
Total
|
$
|
891
|
|
|
$
|
1,127
|
|
SDG&E:
|
|
|
|
||||
Accounts receivable – trade, net
|
$
|
446
|
|
|
$
|
368
|
|
Accounts receivable – other, net
|
7
|
|
|
6
|
|
||
Due from unconsolidated affiliates – current(1)
|
3
|
|
|
3
|
|
||
Total
|
$
|
456
|
|
|
$
|
377
|
|
SoCalGas:
|
|
|
|
||||
Accounts receivable – trade, net
|
$
|
356
|
|
|
$
|
634
|
|
Accounts receivable – other, net
|
3
|
|
|
5
|
|
||
Total
|
$
|
359
|
|
|
$
|
639
|
|
(1)
|
Amount is presented net of amounts due to unconsolidated affiliates on the Condensed Consolidated Balance Sheets, when right of offset exists.
|
|
|
|
|
|
REGULATORY ASSETS (LIABILITIES)
|
|||||||
(Dollars in millions)
|
|||||||
|
September 30,
2019 |
|
December 31,
2018 |
||||
|
|
||||||
SDG&E:
|
|
|
|
||||
Fixed-price contracts and other derivatives
|
$
|
(136
|
)
|
|
$
|
(150
|
)
|
Deferred income taxes refundable in rates
|
(118
|
)
|
|
(236
|
)
|
||
Pension and other postretirement benefit plan obligations
|
186
|
|
|
186
|
|
||
Removal obligations
|
(1,999
|
)
|
|
(1,848
|
)
|
||
Environmental costs
|
26
|
|
|
28
|
|
||
Sunrise Powerlink fire mitigation
|
120
|
|
|
120
|
|
||
Regulatory balancing accounts(1)
|
|
|
|
||||
Commodity – electric
|
142
|
|
|
(8
|
)
|
||
Gas transportation
|
17
|
|
|
45
|
|
||
Safety and reliability
|
76
|
|
|
70
|
|
||
Public purpose programs
|
(117
|
)
|
|
(62
|
)
|
||
2019 GRC retroactive impacts
|
81
|
|
|
—
|
|
||
Other balancing accounts
|
46
|
|
|
145
|
|
||
Other regulatory liabilities, net(2)
|
(152
|
)
|
|
(170
|
)
|
||
Total SDG&E
|
(1,828
|
)
|
|
(1,880
|
)
|
||
SoCalGas:
|
|
|
|
|
|
||
Pension and other postretirement benefit plan obligations
|
452
|
|
|
470
|
|
||
Employee benefit costs
|
49
|
|
|
49
|
|
||
Removal obligations
|
(754
|
)
|
|
(833
|
)
|
||
Deferred income taxes refundable in rates
|
(214
|
)
|
|
(336
|
)
|
||
Environmental costs
|
28
|
|
|
28
|
|
||
Regulatory balancing accounts(1)
|
|
|
|
||||
Commodity – gas, including transportation
|
(85
|
)
|
|
196
|
|
||
Safety and reliability
|
310
|
|
|
332
|
|
||
Public purpose programs
|
(329
|
)
|
|
(325
|
)
|
||
2019 GRC retroactive impacts
|
286
|
|
|
—
|
|
||
Other balancing accounts
|
(30
|
)
|
|
(68
|
)
|
||
Other regulatory liabilities, net(2)
|
(115
|
)
|
|
(114
|
)
|
||
Total SoCalGas
|
(402
|
)
|
|
(601
|
)
|
||
Sempra Mexico:
|
|
|
|
||||
Deferred income taxes recoverable in rates
|
81
|
|
|
81
|
|
||
Other regulatory assets
|
6
|
|
|
6
|
|
||
Total Sempra Energy Consolidated
|
$
|
(2,143
|
)
|
|
$
|
(2,394
|
)
|
(1)
|
At September 30, 2019 and December 31, 2018, the noncurrent portion of regulatory balancing accounts – net undercollected for SDG&E was $117 million and $78 million, respectively, and for SoCalGas was $475 million and $185 million, respectively.
|
(2)
|
Includes regulatory assets earning a rate of return.
|
AUTHORIZED REVENUE REQUIREMENT INCREASES FOR 2020 AND 2021
|
|||||||||||||
(Dollars in millions)
|
|
||||||||||||
|
2020 increase from 2019
|
|
2021 increase from 2020
|
||||||||||
|
Revenue increase
|
|
Percent increase
|
|
Revenue increase
|
|
Percent increase
|
||||||
SDG&E:
|
|
|
|
|
|
|
|
||||||
O&M
|
$
|
20
|
|
|
2.64
|
%
|
|
$
|
19
|
|
|
2.47
|
%
|
Capital-related costs
|
114
|
|
|
9.74
|
|
|
83
|
|
|
6.47
|
|
||
Total increase
|
$
|
134
|
|
|
6.74
|
|
|
$
|
102
|
|
|
4.83
|
|
SoCalGas:
|
|
|
|
|
|
|
|
||||||
O&M
|
$
|
36
|
|
|
2.64
|
%
|
|
$
|
34
|
|
|
2.40
|
%
|
Capital-related costs
|
184
|
|
|
14.36
|
|
|
116
|
|
|
7.93
|
|
||
Total increase
|
$
|
220
|
|
|
7.92
|
|
|
$
|
150
|
|
|
5.00
|
|
|
|
|
|
|
DISCONTINUED OPERATIONS
|
|||||||||||||||
(Dollars in millions)
|
|
|
|
|
|
|
|
||||||||
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Revenues
|
$
|
398
|
|
|
$
|
375
|
|
|
$
|
1,222
|
|
|
$
|
1,190
|
|
Cost of sales
|
(249
|
)
|
|
(246
|
)
|
|
(765
|
)
|
|
(794
|
)
|
||||
Operating expenses
|
(38
|
)
|
|
(41
|
)
|
|
(123
|
)
|
|
(151
|
)
|
||||
Interest and other
|
(3
|
)
|
|
(6
|
)
|
|
(12
|
)
|
|
(15
|
)
|
||||
Income before income taxes and equity earnings
|
108
|
|
|
82
|
|
|
322
|
|
|
230
|
|
||||
Income tax benefit (expense)
|
148
|
|
|
(28
|
)
|
|
(32
|
)
|
|
(94
|
)
|
||||
Equity earnings
|
—
|
|
|
—
|
|
|
2
|
|
|
1
|
|
||||
Income from discontinued operations, net of income tax
|
256
|
|
|
54
|
|
|
292
|
|
|
137
|
|
||||
Earnings attributable to noncontrolling interests
|
(8
|
)
|
|
(8
|
)
|
|
(25
|
)
|
|
(22
|
)
|
||||
Earnings from discontinued operations attributable to common shares
|
$
|
248
|
|
|
$
|
46
|
|
|
$
|
267
|
|
|
$
|
115
|
|
ASSETS HELD FOR SALE IN DISCONTINUED OPERATIONS
|
|||||||
(Dollars in millions)
|
|
|
|
||||
|
September 30,
2019 |
|
December 31, 2018
|
||||
Cash and cash equivalents
|
$
|
359
|
|
|
$
|
88
|
|
Restricted cash(1)
|
1
|
|
|
—
|
|
||
Accounts receivable, net
|
290
|
|
|
315
|
|
||
Due from unconsolidated affiliates
|
2
|
|
|
2
|
|
||
Inventories
|
44
|
|
|
38
|
|
||
Other current assets
|
24
|
|
|
16
|
|
||
Current assets
|
$
|
720
|
|
|
$
|
459
|
|
|
|
|
|
||||
Due from unconsolidated affiliates
|
$
|
51
|
|
|
$
|
44
|
|
Goodwill and other intangible assets
|
803
|
|
|
819
|
|
||
Property, plant and equipment, net
|
2,502
|
|
|
2,357
|
|
||
Other noncurrent assets
|
39
|
|
|
39
|
|
||
Noncurrent assets
|
$
|
3,395
|
|
|
$
|
3,259
|
|
|
|
|
|
||||
Short-term debt
|
$
|
75
|
|
|
$
|
55
|
|
Accounts payable
|
165
|
|
|
176
|
|
||
Dividends payable
|
428
|
|
|
8
|
|
||
Current portion of long-term debt and finance leases
|
39
|
|
|
29
|
|
||
Other current liabilities
|
97
|
|
|
100
|
|
||
Current liabilities
|
$
|
804
|
|
|
$
|
368
|
|
|
|
|
|
||||
Long-term debt and finance leases
|
$
|
687
|
|
|
$
|
708
|
|
Deferred income taxes
|
274
|
|
|
250
|
|
||
Other noncurrent liabilities
|
62
|
|
|
55
|
|
||
Noncurrent liabilities
|
$
|
1,023
|
|
|
$
|
1,013
|
|
(1)
|
Primarily represents funds held in accordance with Peruvian tax law.
|
|
|
|
|
|
SUMMARIZED FINANCIAL INFORMATION – ONCOR HOLDINGS
|
|
||||||||||||
(Dollars in millions)
|
|
||||||||||||
|
Three months ended September 30,
|
|
Nine months ended September 30, 2019
|
March 9 - September 30, 2018
|
|||||||||
|
2019
|
2018
|
|
||||||||||
Operating revenues
|
$
|
1,211
|
|
$
|
1,095
|
|
|
$
|
3,268
|
|
$
|
2,352
|
|
Operating expense
|
(787
|
)
|
(748
|
)
|
|
(2,319
|
)
|
(1,663
|
)
|
||||
Income from operations
|
424
|
|
347
|
|
|
949
|
|
689
|
|
||||
Interest expense
|
(97
|
)
|
(89
|
)
|
|
(276
|
)
|
(198
|
)
|
||||
Income tax expense
|
(53
|
)
|
(53
|
)
|
|
(106
|
)
|
(105
|
)
|
||||
Net income
|
261
|
|
191
|
|
|
511
|
|
351
|
|
||||
Noncontrolling interest held by TTI
|
(52
|
)
|
(38
|
)
|
|
(102
|
)
|
(70
|
)
|
||||
Earnings attributable to Sempra Energy
|
209
|
|
153
|
|
|
409
|
|
281
|
|
|
|
|
|
|
PRIMARY U.S. COMMITTED LINES OF CREDIT
|
|
|
|||||||||||
(Dollars in millions)
|
|
|
|||||||||||
|
|
|
September 30, 2019
|
||||||||||
|
|
|
Total facility
|
|
Commercial paper outstanding(1)
|
|
Available unused credit
|
||||||
Sempra Energy(2)
|
|
$
|
1,250
|
|
|
$
|
—
|
|
|
$
|
1,250
|
|
|
Sempra Global(3)
|
|
3,185
|
|
|
(2,345
|
)
|
|
840
|
|
||||
SDG&E(4)
|
|
1,500
|
|
|
—
|
|
|
1,500
|
|
||||
SoCalGas(4)
|
|
750
|
|
|
(108
|
)
|
|
642
|
|
||||
Total
|
|
$
|
6,685
|
|
|
$
|
(2,453
|
)
|
|
$
|
4,232
|
|
(1)
|
Because the commercial paper programs are supported by these lines, we reflect the amount of commercial paper outstanding as a reduction to the available unused credit.
|
(2)
|
The facility also provides for issuance of $200 million of letters of credit on behalf of Sempra Energy with the amount of borrowings otherwise available under the facility reduced by the amount of outstanding letters of credit. Subject to obtaining commitments from existing or new lenders and satisfaction of other specified conditions, Sempra Energy has the right to increase the letter of credit commitment up to $500 million. No letters of credit were outstanding at September 30, 2019.
|
(3)
|
Commercial paper outstanding is before reductions of unamortized discount of $3 million. Sempra Energy guarantees Sempra Global’s obligations under the credit facility.
|
(4)
|
The facility also provides for issuance of $100 million of letters of credit on behalf of the borrowing utility with the amount of borrowings otherwise available under the facility reduced by the amount of outstanding letters of credit. Subject to obtaining commitments from existing or new lenders and satisfaction of other specified conditions, the borrowing utility has the right to increase the letter of credit commitment up to $250 million. No letters of credit were outstanding at September 30, 2019.
|
▪
|
on or after October 1, 2024, at a redemption price equal to 100 percent of the principal amount, plus accrued and unpaid interest;
|
▪
|
before October 1, 2024, if the U.S. federal tax law or regulations are amended or certain other events occur such that there is more than insubstantial risk that interest payable on the notes would no longer be deductible for federal income tax purposes, at a redemption price equal to 100 percent of the principal amount, plus accrued and unpaid interest; or
|
▪
|
before October 1, 2024, if a credit rating agency publicly changes certain equity credit methodology for securities such as these notes that results in a shortening of the length of time for equity credit initially assigned or lowers the equity credit initially assigned, at a redemption price equal to 102 percent of the principal amount, plus accrued and unpaid interest.
|
|
|
|
|
|
▪
|
The California Utilities use natural gas and electricity derivatives, 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 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 LNG may use natural gas and electricity derivatives, as appropriate, to optimize the earnings of their assets which support the following businesses: LNG, natural gas transportation and storage, and power generation. Gains and losses associated with undesignated derivatives are recognized in Energy-Related Businesses Revenues or in Energy-Related Businesses Cost of Sales on the Condensed Consolidated Statements of Operations. Certain of these derivatives may also be designated as cash flow hedges. Sempra Mexico may also use natural gas energy derivatives with the objective of managing price risk and lowering natural gas prices at its 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 and GHG allowances.
|
NET ENERGY DERIVATIVE VOLUMES
|
|||||||
(Quantities in millions)
|
|||||||
Commodity
|
Unit of measure
|
|
September 30,
2019 |
|
December 31,
2018 |
||
Sempra Energy Consolidated:
|
|
|
|
|
|
||
Natural gas
|
MMBtu
|
|
30
|
|
|
35
|
|
Electricity
|
MWh
|
|
2
|
|
|
2
|
|
Congestion revenue rights
|
MWh
|
|
47
|
|
|
52
|
|
SDG&E:
|
|
|
|
|
|
||
Natural gas
|
MMBtu
|
|
34
|
|
|
33
|
|
Electricity
|
MWh
|
|
2
|
|
|
2
|
|
Congestion revenue rights
|
MWh
|
|
47
|
|
|
52
|
|
INTEREST RATE DERIVATIVES
|
||||||||||||
(Dollars in millions)
|
||||||||||||
|
September 30, 2019
|
|
December 31, 2018
|
|||||||||
|
Notional debt
|
|
Maturities
|
|
Notional debt
|
|
Maturities
|
|||||
Sempra Energy Consolidated:
|
|
|
|
|
|
|
|
|||||
Cash flow hedges(1)
|
$
|
1,259
|
|
|
2019-2032
|
|
|
$
|
594
|
|
|
2019-2032
|
SDG&E:
|
|
|
|
|
|
|
|
|||||
Cash flow hedge(1)
|
—
|
|
|
—
|
|
|
142
|
|
|
2019
|
(1)
|
Includes Otay Mesa VIE. All of SDG&E’s interest rate derivatives relate to Otay Mesa VIE. On August 14, 2019, OMEC LLC paid in full its variable-rate loan and terminated its interest rate swaps.
|
FOREIGN CURRENCY DERIVATIVES
|
|||||||||||
(Dollars in millions)
|
|||||||||||
|
September 30, 2019
|
|
December 31, 2018
|
||||||||
|
Notional amount
|
|
Maturities
|
|
Notional amount
|
|
Maturities
|
||||
Sempra Energy Consolidated:
|
|
|
|
|
|
|
|
||||
Cross-currency swaps
|
$
|
306
|
|
|
2019-2023
|
|
$
|
306
|
|
|
2019-2023
|
Other foreign currency derivatives
|
1,242
|
|
|
2019-2021
|
|
1,158
|
|
|
2019-2020
|
DERIVATIVE INSTRUMENTS ON THE CONDENSED CONSOLIDATED BALANCE SHEETS
|
|||||||||||||||
(Dollars in millions)
|
|||||||||||||||
|
September 30, 2019
|
||||||||||||||
|
Current
assets: Other(1) |
|
Other
assets: Sundry |
|
Current liabilities:
Other |
|
Deferred
credits and other liabilities: Deferred credits and other |
||||||||
Sempra Energy Consolidated:
|
|
|
|
|
|
|
|
||||||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
|
||||||||
Interest rate and foreign exchange instruments
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(12
|
)
|
|
$
|
(157
|
)
|
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
||||||||
Foreign exchange instruments
|
12
|
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
||||
Associated offsetting foreign exchange instruments
|
(3
|
)
|
|
—
|
|
|
3
|
|
|
—
|
|
||||
Commodity contracts not subject to rate recovery
|
31
|
|
|
11
|
|
|
(39
|
)
|
|
(9
|
)
|
||||
Associated offsetting commodity contracts
|
(29
|
)
|
|
(1
|
)
|
|
29
|
|
|
1
|
|
||||
Commodity contracts subject to rate recovery
|
22
|
|
|
245
|
|
|
(48
|
)
|
|
(53
|
)
|
||||
Associated offsetting commodity contracts
|
(5
|
)
|
|
(2
|
)
|
|
5
|
|
|
2
|
|
||||
Associated offsetting cash collateral
|
—
|
|
|
—
|
|
|
13
|
|
|
2
|
|
||||
Net amounts presented on the balance sheet
|
28
|
|
|
253
|
|
|
(52
|
)
|
|
(214
|
)
|
||||
Additional cash collateral for commodity contracts
not subject to rate recovery
|
18
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Additional cash collateral for commodity contracts
subject to rate recovery
|
17
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total(2)
|
$
|
63
|
|
|
$
|
253
|
|
|
$
|
(52
|
)
|
|
$
|
(214
|
)
|
SDG&E:
|
|
|
|
|
|
|
|
||||||||
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
||||||||
Commodity contracts subject to rate recovery
|
$
|
14
|
|
|
$
|
245
|
|
|
$
|
(42
|
)
|
|
$
|
(53
|
)
|
Associated offsetting commodity contracts
|
(3
|
)
|
|
(2
|
)
|
|
3
|
|
|
2
|
|
||||
Associated offsetting cash collateral
|
—
|
|
|
—
|
|
|
13
|
|
|
2
|
|
||||
Net amounts presented on the balance sheet
|
11
|
|
|
243
|
|
|
(26
|
)
|
|
(49
|
)
|
||||
Additional cash collateral for commodity contracts
subject to rate recovery
|
14
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total(2)
|
$
|
25
|
|
|
$
|
243
|
|
|
$
|
(26
|
)
|
|
$
|
(49
|
)
|
SoCalGas:
|
|
|
|
|
|
|
|
||||||||
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
||||||||
Commodity contracts subject to rate recovery
|
$
|
8
|
|
|
$
|
—
|
|
|
$
|
(6
|
)
|
|
$
|
—
|
|
Associated offsetting commodity contracts
|
(2
|
)
|
|
—
|
|
|
2
|
|
|
—
|
|
||||
Net amounts presented on the balance sheet
|
6
|
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
||||
Additional cash collateral for commodity contracts
subject to rate recovery
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total
|
$
|
9
|
|
|
$
|
—
|
|
|
$
|
(4
|
)
|
|
$
|
—
|
|
DERIVATIVE INSTRUMENTS ON THE CONDENSED CONSOLIDATED BALANCE SHEETS
|
|||||||||||||||
(Dollars in millions)
|
|||||||||||||||
|
December 31, 2018
|
||||||||||||||
|
Current
assets: Other(1) |
|
Other
assets: Sundry |
|
Current liabilities:
Other |
|
Deferred
credits and other liabilities: Deferred credits and other |
||||||||
Sempra Energy Consolidated:
|
|
|
|
|
|
|
|
||||||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
|
||||||||
Interest rate and foreign exchange instruments(2)
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
(3
|
)
|
|
$
|
(147
|
)
|
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
||||||||
Commodity contracts not subject to rate recovery
|
153
|
|
|
7
|
|
|
(164
|
)
|
|
(6
|
)
|
||||
Associated offsetting commodity contracts
|
(133
|
)
|
|
(3
|
)
|
|
133
|
|
|
3
|
|
||||
Commodity contracts subject to rate recovery
|
64
|
|
|
233
|
|
|
(42
|
)
|
|
(72
|
)
|
||||
Associated offsetting commodity contracts
|
(6
|
)
|
|
(2
|
)
|
|
6
|
|
|
2
|
|
||||
Associated offsetting cash collateral
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
||||
Net amounts presented on the balance sheet
|
80
|
|
|
235
|
|
|
(70
|
)
|
|
(218
|
)
|
||||
Additional cash collateral for commodity contracts
not subject to rate recovery
|
19
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Additional cash collateral for commodity contracts
subject to rate recovery
|
33
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total(3)
|
$
|
132
|
|
|
$
|
235
|
|
|
$
|
(70
|
)
|
|
$
|
(218
|
)
|
SDG&E:
|
|
|
|
|
|
|
|
||||||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
|
||||||||
Interest rate instruments(2)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(1
|
)
|
|
$
|
—
|
|
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
||||||||
Commodity contracts subject to rate recovery
|
60
|
|
|
233
|
|
|
(37
|
)
|
|
(72
|
)
|
||||
Associated offsetting commodity contracts
|
(6
|
)
|
|
(2
|
)
|
|
6
|
|
|
2
|
|
||||
Associated offsetting cash collateral
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
||||
Net amounts presented on the balance sheet
|
54
|
|
|
231
|
|
|
(32
|
)
|
|
(68
|
)
|
||||
Additional cash collateral for commodity contracts
subject to rate recovery
|
28
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total(3)
|
$
|
82
|
|
|
$
|
231
|
|
|
$
|
(32
|
)
|
|
$
|
(68
|
)
|
SoCalGas:
|
|
|
|
|
|
|
|
||||||||
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
||||||||
Commodity contracts subject to rate recovery
|
$
|
4
|
|
|
$
|
—
|
|
|
$
|
(5
|
)
|
|
$
|
—
|
|
Net amounts presented on the balance sheet
|
4
|
|
|
—
|
|
|
(5
|
)
|
|
—
|
|
||||
Additional cash collateral for commodity contracts
subject to rate recovery
|
5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total
|
$
|
9
|
|
|
$
|
—
|
|
|
$
|
(5
|
)
|
|
$
|
—
|
|
(1)
|
Amounts include Otay Mesa VIE. All of SDG&E’s interest rate derivative activity relates to Otay Mesa VIE.
|
UNDESIGNATED DERIVATIVE IMPACTS
|
|
|
|
|
||||||||||||
(Dollars in millions)
|
|
|
|
|
||||||||||||
|
|
Pretax (loss) gain on derivatives recognized in earnings
|
||||||||||||||
|
|
Three months ended
September 30, |
|
Nine months ended
September 30, |
||||||||||||
|
Location
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Sempra Energy Consolidated:
|
|
|
|
|
|
|
|
|
||||||||
Foreign exchange instruments
|
Other (Expense) Income, Net
|
$
|
(12
|
)
|
|
$
|
28
|
|
|
$
|
7
|
|
|
$
|
35
|
|
Commodity contracts not subject
to rate recovery
|
Revenues: Energy-Related
Businesses
|
(8
|
)
|
|
9
|
|
|
9
|
|
|
—
|
|
||||
Commodity contracts subject
to rate recovery
|
Cost of Electric Fuel
and Purchased Power
|
18
|
|
|
62
|
|
|
(7
|
)
|
|
70
|
|
||||
Commodity contracts subject
to rate recovery
|
Cost of Natural Gas
|
(3
|
)
|
|
(2
|
)
|
|
(1
|
)
|
|
(1
|
)
|
||||
Total
|
|
$
|
(5
|
)
|
|
$
|
97
|
|
|
$
|
8
|
|
|
$
|
104
|
|
SDG&E:
|
|
|
|
|
|
|
|
|
||||||||
Commodity contracts subject
to rate recovery
|
Cost of Electric Fuel
and Purchased Power
|
$
|
18
|
|
|
$
|
62
|
|
|
$
|
(7
|
)
|
|
$
|
70
|
|
SoCalGas:
|
|
|
|
|
|
|
|
|
||||||||
Commodity contracts subject
to rate recovery
|
Cost of Natural Gas
|
$
|
(3
|
)
|
|
$
|
(2
|
)
|
|
$
|
(1
|
)
|
|
$
|
(1
|
)
|
|
|
|
|
|
▪
|
Nuclear decommissioning trusts reflect the assets of SDG&E’s NDT, 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. 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 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 or income 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 in “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 September 30, 2019 and December 31, 2018.
|
RECURRING FAIR VALUE MEASURES – SEMPRA ENERGY CONSOLIDATED
|
|||||||||||||||
(Dollars in millions)
|
|||||||||||||||
|
Fair value at September 30, 2019
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Nuclear decommissioning trusts:
|
|
|
|
|
|
|
|
||||||||
Equity securities
|
$
|
465
|
|
|
$
|
5
|
|
|
$
|
—
|
|
|
$
|
470
|
|
Debt securities:
|
|
|
|
|
|
|
|
||||||||
Debt securities issued by the U.S. Treasury and other
|
|
|
|
|
|
|
|
||||||||
U.S. government corporations and agencies
|
39
|
|
|
12
|
|
|
—
|
|
|
51
|
|
||||
Municipal bonds
|
—
|
|
|
291
|
|
|
—
|
|
|
291
|
|
||||
Other securities
|
—
|
|
|
236
|
|
|
—
|
|
|
236
|
|
||||
Total debt securities
|
39
|
|
|
539
|
|
|
—
|
|
|
578
|
|
||||
Total nuclear decommissioning trusts(1)
|
504
|
|
|
544
|
|
|
—
|
|
|
1,048
|
|
||||
Interest rate and foreign exchange instruments
|
—
|
|
|
9
|
|
|
—
|
|
|
9
|
|
||||
Commodity contracts not subject to rate recovery
|
—
|
|
|
12
|
|
|
—
|
|
|
12
|
|
||||
Effect of netting and allocation of collateral(2)
|
18
|
|
|
—
|
|
|
—
|
|
|
18
|
|
||||
Commodity contracts subject to rate recovery
|
1
|
|
|
6
|
|
|
253
|
|
|
260
|
|
||||
Effect of netting and allocation of collateral(2)
|
11
|
|
|
—
|
|
|
6
|
|
|
17
|
|
||||
Total
|
$
|
534
|
|
|
$
|
571
|
|
|
$
|
259
|
|
|
$
|
1,364
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Interest rate and foreign exchange instruments
|
$
|
—
|
|
|
$
|
169
|
|
|
$
|
—
|
|
|
$
|
169
|
|
Commodity contracts not subject to rate recovery
|
—
|
|
|
18
|
|
|
—
|
|
|
18
|
|
||||
Commodity contracts subject to rate recovery
|
15
|
|
|
5
|
|
|
74
|
|
|
94
|
|
||||
Effect of netting and allocation of collateral(2)
|
(15
|
)
|
|
—
|
|
|
—
|
|
|
(15
|
)
|
||||
Total
|
$
|
—
|
|
|
$
|
192
|
|
|
$
|
74
|
|
|
$
|
266
|
|
|
|
|
|
|
|
|
|
||||||||
|
Fair value at December 31, 2018
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Nuclear decommissioning trusts:
|
|
|
|
|
|
|
|
||||||||
Equity securities
|
$
|
407
|
|
|
$
|
4
|
|
|
$
|
—
|
|
|
$
|
411
|
|
Debt securities:
|
|
|
|
|
|
|
|
||||||||
Debt securities issued by the U.S. Treasury and other
|
|
|
|
|
|
|
|
||||||||
U.S. government corporations and agencies
|
43
|
|
|
10
|
|
|
—
|
|
|
53
|
|
||||
Municipal bonds
|
—
|
|
|
269
|
|
|
—
|
|
|
269
|
|
||||
Other securities
|
—
|
|
|
234
|
|
|
—
|
|
|
234
|
|
||||
Total debt securities
|
43
|
|
|
513
|
|
|
—
|
|
|
556
|
|
||||
Total nuclear decommissioning trusts(1)
|
450
|
|
|
517
|
|
|
—
|
|
|
967
|
|
||||
Interest rate and foreign exchange instruments
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
||||
Commodity contracts not subject to rate recovery
|
—
|
|
|
24
|
|
|
—
|
|
|
24
|
|
||||
Effect of netting and allocation of collateral(2)
|
19
|
|
|
—
|
|
|
—
|
|
|
19
|
|
||||
Commodity contracts subject to rate recovery
|
2
|
|
|
9
|
|
|
278
|
|
|
289
|
|
||||
Effect of netting and allocation of collateral(2)
|
28
|
|
|
—
|
|
|
5
|
|
|
33
|
|
||||
Total
|
$
|
499
|
|
|
$
|
552
|
|
|
$
|
283
|
|
|
$
|
1,334
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Interest rate and foreign exchange instruments
|
$
|
—
|
|
|
$
|
150
|
|
|
$
|
—
|
|
|
$
|
150
|
|
Commodity contracts not subject to rate recovery
|
—
|
|
|
34
|
|
|
—
|
|
|
34
|
|
||||
Commodity contracts subject to rate recovery
|
2
|
|
|
5
|
|
|
99
|
|
|
106
|
|
||||
Effect of netting and allocation of collateral(2)
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
||||
Total
|
$
|
—
|
|
|
$
|
189
|
|
|
$
|
99
|
|
|
$
|
288
|
|
(1)
|
Excludes cash and cash equivalents.
|
(2)
|
Includes the effect of the contractual ability to settle contracts under master netting agreements and with cash collateral, as well as cash collateral not offset.
|
RECURRING FAIR VALUE MEASURES – SDG&E
|
|||||||||||||||
(Dollars in millions)
|
|||||||||||||||
|
Fair value at September 30, 2019
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Nuclear decommissioning trusts:
|
|
|
|
|
|
|
|
||||||||
Equity securities
|
$
|
465
|
|
|
$
|
5
|
|
|
$
|
—
|
|
|
$
|
470
|
|
Debt securities:
|
|
|
|
|
|
|
|
||||||||
Debt securities issued by the U.S. Treasury and other
|
|
|
|
|
|
|
|
||||||||
U.S. government corporations and agencies
|
39
|
|
|
12
|
|
|
—
|
|
|
51
|
|
||||
Municipal bonds
|
—
|
|
|
291
|
|
|
—
|
|
|
291
|
|
||||
Other securities
|
—
|
|
|
236
|
|
|
—
|
|
|
236
|
|
||||
Total debt securities
|
39
|
|
|
539
|
|
|
—
|
|
|
578
|
|
||||
Total nuclear decommissioning trusts(1)
|
504
|
|
|
544
|
|
|
—
|
|
|
1,048
|
|
||||
Commodity contracts subject to rate recovery
|
—
|
|
|
1
|
|
|
253
|
|
|
254
|
|
||||
Effect of netting and allocation of collateral(2)
|
8
|
|
|
—
|
|
|
6
|
|
|
14
|
|
||||
Total
|
$
|
512
|
|
|
$
|
545
|
|
|
$
|
259
|
|
|
$
|
1,316
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Commodity contracts subject to rate recovery
|
$
|
15
|
|
|
$
|
1
|
|
|
$
|
74
|
|
|
$
|
90
|
|
Effect of netting and allocation of collateral(2)
|
(15
|
)
|
|
—
|
|
|
—
|
|
|
(15
|
)
|
||||
Total
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
74
|
|
|
$
|
75
|
|
|
|
|
|
|
|
|
|
||||||||
|
Fair value at December 31, 2018
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Nuclear decommissioning trusts:
|
|
|
|
|
|
|
|
||||||||
Equity securities
|
$
|
407
|
|
|
$
|
4
|
|
|
$
|
—
|
|
|
$
|
411
|
|
Debt securities:
|
|
|
|
|
|
|
|
||||||||
Debt securities issued by the U.S. Treasury and other
|
|
|
|
|
|
|
|
||||||||
U.S. government corporations and agencies
|
43
|
|
|
10
|
|
|
—
|
|
|
53
|
|
||||
Municipal bonds
|
—
|
|
|
269
|
|
|
—
|
|
|
269
|
|
||||
Other securities
|
—
|
|
|
234
|
|
|
—
|
|
|
234
|
|
||||
Total debt securities
|
43
|
|
|
513
|
|
|
—
|
|
|
556
|
|
||||
Total nuclear decommissioning trusts(1)
|
450
|
|
|
517
|
|
|
—
|
|
|
967
|
|
||||
Commodity contracts subject to rate recovery
|
1
|
|
|
6
|
|
|
278
|
|
|
285
|
|
||||
Effect of netting and allocation of collateral(2)
|
23
|
|
|
—
|
|
|
5
|
|
|
28
|
|
||||
Total
|
$
|
474
|
|
|
$
|
523
|
|
|
$
|
283
|
|
|
$
|
1,280
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Interest rate instruments
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
1
|
|
Commodity contracts subject to rate recovery
|
2
|
|
|
—
|
|
|
99
|
|
|
101
|
|
||||
Effect of netting and allocation of collateral(2)
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
||||
Total
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
99
|
|
|
$
|
100
|
|
(1)
|
Excludes cash and cash equivalents.
|
(2)
|
Includes the effect of the contractual ability to settle contracts under master netting agreements and with cash collateral, as well as cash collateral not offset.
|
RECURRING FAIR VALUE MEASURES – SOCALGAS
|
|||||||||||||||
(Dollars in millions)
|
|||||||||||||||
|
Fair value at September 30, 2019
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Commodity contracts subject to rate recovery
|
$
|
1
|
|
|
$
|
5
|
|
|
$
|
—
|
|
|
$
|
6
|
|
Effect of netting and allocation of collateral(1)
|
3
|
|
|
—
|
|
|
—
|
|
|
3
|
|
||||
Total
|
$
|
4
|
|
|
$
|
5
|
|
|
$
|
—
|
|
|
$
|
9
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Commodity contracts subject to rate recovery
|
$
|
—
|
|
|
$
|
4
|
|
|
$
|
—
|
|
|
$
|
4
|
|
Total
|
$
|
—
|
|
|
$
|
4
|
|
|
$
|
—
|
|
|
$
|
4
|
|
|
|
|
|
|
|
|
|
||||||||
|
Fair value at December 31, 2018
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Commodity contracts subject to rate recovery
|
$
|
1
|
|
|
$
|
3
|
|
|
$
|
—
|
|
|
$
|
4
|
|
Effect of netting and allocation of collateral(1)
|
5
|
|
|
—
|
|
|
—
|
|
|
5
|
|
||||
Total
|
$
|
6
|
|
|
$
|
3
|
|
|
$
|
—
|
|
|
$
|
9
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Commodity contracts subject to rate recovery
|
$
|
—
|
|
|
$
|
5
|
|
|
$
|
—
|
|
|
$
|
5
|
|
Total
|
$
|
—
|
|
|
$
|
5
|
|
|
$
|
—
|
|
|
$
|
5
|
|
(1)
|
Includes the effect of the contractual ability to settle contracts under master netting agreements and with cash collateral, as well as cash collateral not offset.
|
LEVEL 3 RECONCILIATIONS(1)
|
|||||||
(Dollars in millions)
|
|||||||
|
Three months ended September 30,
|
||||||
|
2019
|
|
2018
|
||||
Balance at July 1
|
$
|
176
|
|
|
$
|
(31
|
)
|
Realized and unrealized (losses) gains
|
(24
|
)
|
|
6
|
|
||
Settlements
|
27
|
|
|
13
|
|
||
Balance at September 30
|
$
|
179
|
|
|
$
|
(12
|
)
|
Change in unrealized gains (losses) relating to instruments still held at September 30
|
$
|
1
|
|
|
$
|
6
|
|
|
Nine months ended September 30,
|
||||||
|
2019
|
|
2018
|
||||
Balance at January 1
|
$
|
179
|
|
|
$
|
(28
|
)
|
Realized and unrealized (losses) gains
|
(32
|
)
|
|
21
|
|
||
Allocated transmission instruments
|
—
|
|
|
3
|
|
||
Settlements
|
32
|
|
|
(8
|
)
|
||
Balance at September 30
|
$
|
179
|
|
|
$
|
(12
|
)
|
Change in unrealized gains (losses) relating to instruments still held at September 30
|
$
|
12
|
|
|
$
|
—
|
|
(1)
|
Excludes the effect of the contractual ability to settle contracts under master netting agreements.
|
CONGESTION REVENUE RIGHTS AUCTION PRICE INPUTS
|
||||||||||
|
|
|||||||||
Settlement year
|
Price per MWh
|
Median price per MWh
|
||||||||
2019
|
$
|
(8.57
|
)
|
to
|
$
|
35.21
|
|
$
|
(2.94
|
)
|
2018
|
(7.25
|
)
|
to
|
11.99
|
|
0.09
|
|
LONG-TERM, FIXED-PRICE ELECTRICITY POSITIONS PRICE INPUTS
|
|
|
||||||||
|
|
|
||||||||
Settlement year
|
|
Price per MWh
|
|
Weighted-average price per MWh
|
||||||
2019
|
$
|
21.60
|
|
to
|
$
|
57.20
|
|
$
|
38.29
|
|
2018
|
|
20.40
|
|
to
|
|
57.70
|
|
|
38.87
|
|
FAIR VALUE OF FINANCIAL INSTRUMENTS
|
|||||||||||||||||||
(Dollars in millions)
|
|||||||||||||||||||
|
September 30, 2019
|
||||||||||||||||||
|
Carrying
amount |
|
Fair value
|
||||||||||||||||
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|||||||||||
Sempra Energy Consolidated:
|
|
|
|
|
|
|
|
|
|
||||||||||
Long-term amounts due from unconsolidated affiliates
|
$
|
712
|
|
|
$
|
—
|
|
|
$
|
735
|
|
|
$
|
—
|
|
|
$
|
735
|
|
Long-term amounts due to unconsolidated affiliates
|
39
|
|
|
—
|
|
|
38
|
|
|
—
|
|
|
38
|
|
|||||
Total long-term debt(1)
|
21,554
|
|
|
—
|
|
|
23,142
|
|
|
26
|
|
|
23,168
|
|
|||||
SDG&E:
|
|
|
|
|
|
|
|
|
|
||||||||||
Total long-term debt(2)
|
$
|
5,141
|
|
|
$
|
—
|
|
|
$
|
5,780
|
|
|
$
|
—
|
|
|
$
|
5,780
|
|
SoCalGas:
|
|
|
|
|
|
|
|
|
|
||||||||||
Total long-term debt(3)
|
$
|
3,809
|
|
|
$
|
—
|
|
|
$
|
4,290
|
|
|
$
|
—
|
|
|
$
|
4,290
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
December 31, 2018
|
||||||||||||||||||
|
Carrying
amount |
|
Fair value
|
||||||||||||||||
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|||||||||||
Sempra Energy Consolidated:
|
|
|
|
|
|
|
|
|
|
||||||||||
Long-term amounts due from unconsolidated affiliates
|
$
|
644
|
|
|
$
|
—
|
|
|
$
|
648
|
|
|
$
|
4
|
|
|
$
|
652
|
|
Long-term amounts due to unconsolidated affiliates
|
37
|
|
|
—
|
|
|
35
|
|
|
—
|
|
|
35
|
|
|||||
Total long-term debt(4)(5)
|
21,340
|
|
|
—
|
|
|
20,616
|
|
|
247
|
|
|
20,863
|
|
|||||
SDG&E:
|
|
|
|
|
|
|
|
|
|
||||||||||
Total long-term debt(4)(6)
|
$
|
4,996
|
|
|
$
|
—
|
|
|
$
|
4,897
|
|
|
$
|
220
|
|
|
$
|
5,117
|
|
SoCalGas:
|
|
|
|
|
|
|
|
|
|
||||||||||
Total long-term debt(7)
|
$
|
3,459
|
|
|
$
|
—
|
|
|
$
|
3,505
|
|
|
$
|
—
|
|
|
$
|
3,505
|
|
(1)
|
Before reductions of unamortized discount and debt issuance costs of $221 million and excluding finance lease obligations of $1,285 million.
|
(2)
|
Before reductions of unamortized discount and debt issuance costs of $49 million and excluding finance lease obligations of $1,270 million.
|
(3)
|
Before reductions of unamortized discount and debt issuance costs of $35 million and excluding finance lease obligations of $15 million.
|
(4)
|
Level 3 instruments include $220 million related to Otay Mesa VIE.
|
(5)
|
Before reductions of unamortized discount and debt issuance costs of $206 million and excluding build-to-suit and capital lease obligations of $1,413 million.
|
(6)
|
Before reductions of unamortized discount and debt issuance costs of $49 million and excluding capital lease obligations of $1,272 million.
|
(7)
|
Before reductions of unamortized discount and debt issuance costs of $32 million and excluding capital lease obligations of $3 million.
|
|
|
|
|
|
NUCLEAR DECOMMISSIONING TRUSTS
|
|||||||||||||||
(Dollars in millions)
|
|||||||||||||||
|
Cost
|
|
Gross
unrealized
gains
|
|
Gross
unrealized
losses
|
|
Estimated
fair
value
|
||||||||
At September 30, 2019:
|
|
|
|
|
|
|
|
||||||||
Debt securities:
|
|
|
|
|
|
|
|
||||||||
Debt securities issued by the U.S. Treasury and other
|
|
|
|
|
|
|
|
||||||||
U.S. government corporations and agencies(1)
|
$
|
51
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
51
|
|
Municipal bonds(2)
|
278
|
|
|
13
|
|
|
—
|
|
|
291
|
|
||||
Other securities(3)
|
228
|
|
|
9
|
|
|
(1
|
)
|
|
236
|
|
||||
Total debt securities
|
557
|
|
|
22
|
|
|
(1
|
)
|
|
578
|
|
||||
Equity securities
|
170
|
|
|
309
|
|
|
(9
|
)
|
|
470
|
|
||||
Cash and cash equivalents
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
||||
Total
|
$
|
728
|
|
|
$
|
331
|
|
|
$
|
(10
|
)
|
|
$
|
1,049
|
|
At December 31, 2018:
|
|
|
|
|
|
|
|
||||||||
Debt securities:
|
|
|
|
|
|
|
|
||||||||
Debt securities issued by the U.S. Treasury and other
|
|
|
|
|
|
|
|
||||||||
U.S. government corporations and agencies
|
$
|
52
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
53
|
|
Municipal bonds
|
266
|
|
|
4
|
|
|
(1
|
)
|
|
269
|
|
||||
Other securities
|
238
|
|
|
1
|
|
|
(5
|
)
|
|
234
|
|
||||
Total debt securities
|
556
|
|
|
6
|
|
|
(6
|
)
|
|
556
|
|
||||
Equity securities
|
168
|
|
|
253
|
|
|
(10
|
)
|
|
411
|
|
||||
Cash and cash equivalents
|
7
|
|
|
—
|
|
|
—
|
|
|
7
|
|
||||
Total
|
$
|
731
|
|
|
$
|
259
|
|
|
$
|
(16
|
)
|
|
$
|
974
|
|
(1)
|
Maturity dates are 2021-2050.
|
(2)
|
Maturity dates are 2020-2056.
|
(3)
|
Maturity dates are 2019-2060.
|
SALES OF SECURITIES IN THE NDT
|
|
|
|
|
|||||||||||
(Dollars in millions)
|
|
|
|
|
|||||||||||
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Proceeds from sales
|
$
|
231
|
|
|
$
|
216
|
|
|
$
|
728
|
|
|
$
|
703
|
|
Gross realized gains
|
5
|
|
|
3
|
|
|
18
|
|
|
32
|
|
||||
Gross realized losses
|
(1
|
)
|
|
(1
|
)
|
|
(4
|
)
|
|
(6
|
)
|
|
|
|
|
|
LESSEE INFORMATION ON THE CONDENSED CONSOLIDATED BALANCE SHEETS
|
|||||||||||
(Dollars in millions)
|
|||||||||||
|
September 30, 2019
|
||||||||||
|
Sempra Energy Consolidated
|
|
SDG&E
|
|
SoCalGas
|
||||||
Right-of-use assets:
|
|
|
|
|
|
||||||
Operating leases:
|
|
|
|
|
|
||||||
Right-of-use assets
|
$
|
595
|
|
|
$
|
126
|
|
|
$
|
99
|
|
|
|
|
|
|
|
||||||
Finance leases:
|
|
|
|
|
|
||||||
Property, plant and equipment
|
1,342
|
|
|
1,322
|
|
|
20
|
|
|||
Accumulated depreciation
|
(57
|
)
|
|
(52
|
)
|
|
(5
|
)
|
|||
Property, plant and equipment, net
|
1,285
|
|
|
1,270
|
|
|
15
|
|
|||
Total right-of-use assets
|
$
|
1,880
|
|
|
$
|
1,396
|
|
|
$
|
114
|
|
|
|
|
|
|
|
||||||
Lease liabilities:
|
|
|
|
|
|
||||||
Operating leases:
|
|
|
|
|
|
||||||
Other current liabilities
|
$
|
47
|
|
|
$
|
22
|
|
|
$
|
19
|
|
Deferred credits and other
|
447
|
|
|
102
|
|
|
79
|
|
|||
|
494
|
|
|
124
|
|
|
98
|
|
|||
Finance leases:
|
|
|
|
|
|
||||||
Current portion of long-term debt and finance leases
|
24
|
|
|
19
|
|
|
5
|
|
|||
Long-term debt and finance leases
|
1,261
|
|
|
1,251
|
|
|
10
|
|
|||
|
1,285
|
|
|
1,270
|
|
|
15
|
|
|||
Total lease liabilities
|
$
|
1,779
|
|
|
$
|
1,394
|
|
|
$
|
113
|
|
|
|
|
|
|
|
||||||
Weighted-average remaining lease term (in years):
|
|
|
|
|
|
||||||
Operating leases
|
14
|
|
|
7
|
|
|
6
|
|
|||
Finance leases
|
20
|
|
|
20
|
|
|
6
|
|
|||
Weighted-average discount rate:
|
|
|
|
|
|
||||||
Operating leases
|
6.02
|
%
|
|
3.69
|
%
|
|
3.75
|
%
|
|||
Finance leases
|
14.81
|
%
|
|
14.86
|
%
|
|
3.41
|
%
|
LESSEE INFORMATION ON THE CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS(1)
|
|||||||||||||||||||||||
(Dollars in millions)
|
|
|
|
|
|
|
|||||||||||||||||
|
Three months ended September 30, 2019
|
|
Nine months ended September 30, 2019
|
||||||||||||||||||||
|
Sempra Energy Consolidated
|
|
SDG&E
|
|
SoCalGas
|
|
Sempra Energy Consolidated
|
|
SDG&E
|
|
SoCalGas
|
||||||||||||
Operating lease costs
|
$
|
23
|
|
|
$
|
8
|
|
|
$
|
7
|
|
|
$
|
72
|
|
|
$
|
25
|
|
|
$
|
21
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Finance lease costs:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Amortization of ROU assets
|
6
|
|
|
4
|
|
|
2
|
|
|
17
|
|
|
13
|
|
|
4
|
|
||||||
Interest on lease liabilities
|
47
|
|
|
47
|
|
|
—
|
|
|
141
|
|
|
141
|
|
|
—
|
|
||||||
Total finance lease costs
|
53
|
|
|
51
|
|
|
2
|
|
|
158
|
|
|
154
|
|
|
4
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Short-term lease costs(2)
|
3
|
|
|
1
|
|
|
—
|
|
|
5
|
|
|
1
|
|
|
—
|
|
||||||
Variable lease costs(2)
|
156
|
|
|
155
|
|
|
1
|
|
|
396
|
|
|
389
|
|
|
7
|
|
||||||
Total lease costs
|
$
|
235
|
|
|
$
|
215
|
|
|
$
|
10
|
|
|
$
|
631
|
|
|
$
|
569
|
|
|
$
|
32
|
|
(1)
|
Includes costs capitalized in PP&E.
|
(2)
|
Short-term leases with variable lease costs are recorded and presented as variable lease costs.
|
LESSEE INFORMATION ON THE CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
|
|||||||||||
(Dollars in millions)
|
|||||||||||
|
Nine months ended September 30, 2019
|
||||||||||
|
Sempra Energy Consolidated
|
|
SDG&E
|
|
SoCalGas
|
||||||
Operating activities:
|
|
|
|
|
|
||||||
Cash paid for operating leases
|
$
|
81
|
|
|
$
|
25
|
|
|
$
|
21
|
|
Cash paid for finance leases
|
130
|
|
|
130
|
|
|
—
|
|
|||
Financing activities:
|
|
|
|
|
|
||||||
Cash paid for finance leases
|
17
|
|
|
13
|
|
|
4
|
|
|||
Increase in operating lease obligations for right-of-use assets
|
571
|
|
|
147
|
|
|
117
|
|
|||
Increase in finance lease obligations for investment in PP&E
|
27
|
|
|
12
|
|
|
15
|
|
LESSEE MATURITY ANALYSIS OF LIABILITIES
|
|||||||||||||||||||||||
(Dollars in millions)
|
|||||||||||||||||||||||
|
September 30, 2019
|
||||||||||||||||||||||
|
Sempra Energy Consolidated
|
|
SDG&E
|
|
SoCalGas
|
||||||||||||||||||
|
Operating leases
|
|
Finance leases
|
|
Operating leases
|
|
Finance leases
|
|
Operating leases
|
|
Finance leases
|
||||||||||||
2019 (excluding first nine months of 2019)
|
$
|
17
|
|
|
$
|
50
|
|
|
$
|
7
|
|
|
$
|
48
|
|
|
$
|
6
|
|
|
$
|
2
|
|
2020
|
72
|
|
|
195
|
|
|
26
|
|
|
191
|
|
|
23
|
|
|
4
|
|
||||||
2021
|
69
|
|
|
192
|
|
|
26
|
|
|
190
|
|
|
20
|
|
|
2
|
|
||||||
2022
|
62
|
|
|
191
|
|
|
22
|
|
|
189
|
|
|
17
|
|
|
2
|
|
||||||
2023
|
53
|
|
|
191
|
|
|
17
|
|
|
189
|
|
|
13
|
|
|
2
|
|
||||||
Thereafter
|
494
|
|
|
2,811
|
|
|
43
|
|
|
2,807
|
|
|
30
|
|
|
4
|
|
||||||
Total undiscounted lease payments
|
767
|
|
|
3,630
|
|
|
141
|
|
|
3,614
|
|
|
109
|
|
|
16
|
|
||||||
Less: imputed interest
|
(273
|
)
|
|
(2,345
|
)
|
|
(17
|
)
|
|
(2,344
|
)
|
|
(11
|
)
|
|
(1
|
)
|
||||||
Total lease liabilities
|
494
|
|
|
1,285
|
|
|
124
|
|
|
1,270
|
|
|
98
|
|
|
15
|
|
||||||
Less: current lease liabilities
|
(47
|
)
|
|
(24
|
)
|
|
(22
|
)
|
|
(19
|
)
|
|
(19
|
)
|
|
(5
|
)
|
||||||
Long-term lease liabilities
|
$
|
447
|
|
|
$
|
1,261
|
|
|
$
|
102
|
|
|
$
|
1,251
|
|
|
$
|
79
|
|
|
$
|
10
|
|
FUTURE MINIMUM LEASE PAYMENTS
|
|||||||||||||||||||||||||||
(Dollars in millions)
|
|||||||||||||||||||||||||||
|
December 31, 2018
|
||||||||||||||||||||||||||
|
Sempra Energy Consolidated
|
|
SDG&E
|
|
SoCalGas
|
||||||||||||||||||||||
|
Build-to-suit lease
|
|
Operating leases
|
|
Capital leases
|
|
Operating leases
|
|
Capital leases
|
|
Operating leases
|
|
Capital leases
|
||||||||||||||
2019
|
$
|
10
|
|
|
$
|
77
|
|
|
$
|
215
|
|
|
$
|
23
|
|
|
$
|
212
|
|
|
$
|
26
|
|
|
$
|
3
|
|
2020
|
11
|
|
|
55
|
|
|
210
|
|
|
22
|
|
|
210
|
|
|
22
|
|
|
—
|
|
|||||||
2021
|
11
|
|
|
53
|
|
|
211
|
|
|
22
|
|
|
211
|
|
|
21
|
|
|
—
|
|
|||||||
2022
|
11
|
|
|
50
|
|
|
211
|
|
|
21
|
|
|
211
|
|
|
20
|
|
|
—
|
|
|||||||
2023
|
11
|
|
|
42
|
|
|
211
|
|
|
17
|
|
|
211
|
|
|
16
|
|
|
—
|
|
|||||||
Thereafter
|
217
|
|
|
253
|
|
|
3,196
|
|
|
48
|
|
|
3,196
|
|
|
28
|
|
|
—
|
|
|||||||
Total undiscounted lease payments
|
$
|
271
|
|
|
$
|
530
|
|
|
4,254
|
|
|
$
|
153
|
|
|
4,251
|
|
|
$
|
133
|
|
|
3
|
|
|||
Less: estimated executory costs
|
|
|
|
|
(480
|
)
|
|
|
|
(480
|
)
|
|
|
|
—
|
|
|||||||||||
Less: imputed interest
|
|
|
|
|
(2,483
|
)
|
|
|
|
(2,483
|
)
|
|
|
|
—
|
|
|||||||||||
Total future minimum lease payments
|
|
|
|
|
$
|
1,291
|
|
|
|
|
$
|
1,288
|
|
|
|
|
$
|
3
|
|
LESSOR INFORMATION – SEMPRA ENERGY
|
|
||
(Dollars in millions)
|
|
||
|
September 30, 2019
|
||
Assets subject to operating leases:
|
|
||
Property, plant and equipment(1)
|
$
|
1,112
|
|
Accumulated depreciation
|
(181
|
)
|
|
Property, plant and equipment, net
|
$
|
931
|
|
Maturity analysis of operating lease payments:
|
|
||
2019 (excluding first nine months of 2019)
|
$
|
50
|
|
2020
|
199
|
|
|
2021
|
199
|
|
|
2022
|
199
|
|
|
2023
|
199
|
|
|
Thereafter
|
2,588
|
|
|
Total undiscounted cash flows
|
$
|
3,434
|
|
(1)
|
Included in Machinery and Equipment — Pipelines and Storage within the major functional categories of PP&E.
|
LESSOR INFORMATION ON THE CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS – SEMPRA ENERGY
|
|||||||||||||||
(Dollars in millions)
|
|||||||||||||||
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Minimum lease payments
|
$
|
51
|
|
|
$
|
47
|
|
|
$
|
150
|
|
|
$
|
143
|
|
Variable lease payments
|
—
|
|
|
26
|
|
|
6
|
|
|
63
|
|
||||
Total revenues from operating leases
|
$
|
51
|
|
|
$
|
73
|
|
|
$
|
156
|
|
|
$
|
206
|
|
|
|
|
|
|
|
|
|
||||||||
Depreciation expense
|
$
|
10
|
|
|
$
|
19
|
|
|
$
|
29
|
|
|
$
|
55
|
|
|
|
|
|
|
▪
|
SDG&E provides electric service to San Diego and southern Orange counties and natural gas service to San Diego County.
|
▪
|
SoCalGas is a natural gas distribution utility, serving customers throughout most of Southern California and part of central California.
|
▪
|
Sempra Texas Utilities holds our investment in Oncor Holdings, which owns an 80.25-percent interest in Oncor, a regulated electric transmission and distribution utility serving customers primarily in the north-central, eastern, western and panhandle regions of Texas, and our indirect, 50-percent interest in Sharyland Holdings, which owns a regulated electric transmission and distribution utility serving customers near the Texas-Mexico border. As we discuss in Note 5, we acquired an indirect, 50-percent interest in Sharyland Holdings in May 2019.
|
▪
|
Sempra Mexico develops, owns and operates, or holds interests in, natural gas, electric, LNG, LPG, ethane and liquid fuels infrastructure, and has marketing operations for the purchase of LNG and the purchase and sale of natural gas in Mexico.
|
▪
|
Sempra LNG (previously known as Sempra LNG & Midstream) develops, owns and operates, or holds interests in, terminals for the import and export of LNG and sale of natural gas, natural gas pipelines and marketing operations, all within the U.S. and Mexico. In February 2019, we completed the sale of our natural gas storage assets at Mississippi Hub and Bay Gas.
|
SEGMENT INFORMATION
|
|
|
|
|
|
|
|
||||||||
(Dollars in millions)
|
|
|
|
|
|
|
|||||||||
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
REVENUES
|
|
|
|
|
|
|
|
||||||||
SDG&E
|
$
|
1,427
|
|
|
$
|
1,299
|
|
|
$
|
3,666
|
|
|
$
|
3,405
|
|
SoCalGas
|
975
|
|
|
802
|
|
|
3,142
|
|
|
2,700
|
|
||||
Sempra Mexico
|
357
|
|
|
410
|
|
|
1,058
|
|
|
1,028
|
|
||||
Sempra Renewables
|
—
|
|
|
38
|
|
|
10
|
|
|
103
|
|
||||
Sempra LNG
|
100
|
|
|
147
|
|
|
327
|
|
|
330
|
|
||||
All other
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
|
||||
Eliminations and adjustments
|
(2
|
)
|
|
—
|
|
|
(3
|
)
|
|
(2
|
)
|
||||
Intersegment revenues(1)
|
(100
|
)
|
|
(131
|
)
|
|
(315
|
)
|
|
(288
|
)
|
||||
Total
|
$
|
2,758
|
|
|
$
|
2,565
|
|
|
$
|
7,886
|
|
|
$
|
7,276
|
|
INTEREST EXPENSE
|
|
|
|
|
|
|
|
||||||||
SDG&E(2)
|
$
|
106
|
|
|
$
|
56
|
|
|
$
|
311
|
|
|
$
|
161
|
|
SoCalGas
|
36
|
|
|
29
|
|
|
104
|
|
|
82
|
|
||||
Sempra Mexico
|
30
|
|
|
30
|
|
|
89
|
|
|
90
|
|
||||
Sempra Renewables
|
—
|
|
|
5
|
|
|
3
|
|
|
15
|
|
||||
Sempra LNG
|
11
|
|
|
3
|
|
|
18
|
|
|
18
|
|
||||
All other
|
117
|
|
|
122
|
|
|
336
|
|
|
371
|
|
||||
Intercompany eliminations
|
(21
|
)
|
|
(23
|
)
|
|
(64
|
)
|
|
(81
|
)
|
||||
Total
|
$
|
279
|
|
|
$
|
222
|
|
|
$
|
797
|
|
|
$
|
656
|
|
INTEREST INCOME
|
|
|
|
|
|
|
|
||||||||
SDG&E
|
$
|
1
|
|
|
$
|
1
|
|
|
$
|
3
|
|
|
$
|
3
|
|
SoCalGas
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
||||
Sempra Mexico
|
20
|
|
|
17
|
|
|
58
|
|
|
48
|
|
||||
Sempra Renewables
|
—
|
|
|
2
|
|
|
11
|
|
|
6
|
|
||||
Sempra LNG
|
15
|
|
|
10
|
|
|
45
|
|
|
36
|
|
||||
All other
|
1
|
|
|
1
|
|
|
2
|
|
|
14
|
|
||||
Intercompany eliminations
|
(15
|
)
|
|
(12
|
)
|
|
(56
|
)
|
|
(42
|
)
|
||||
Total
|
$
|
22
|
|
|
$
|
19
|
|
|
$
|
64
|
|
|
$
|
66
|
|
DEPRECIATION AND AMORTIZATION
|
|
|
|
|
|
|
|
||||||||
SDG&E
|
$
|
196
|
|
|
$
|
174
|
|
|
$
|
571
|
|
|
$
|
509
|
|
SoCalGas
|
154
|
|
|
141
|
|
|
449
|
|
|
414
|
|
||||
Sempra Mexico
|
46
|
|
|
45
|
|
|
136
|
|
|
131
|
|
||||
Sempra Renewables
|
—
|
|
|
—
|
|
|
—
|
|
|
27
|
|
||||
Sempra LNG
|
2
|
|
|
2
|
|
|
7
|
|
|
24
|
|
||||
All other
|
4
|
|
|
4
|
|
|
11
|
|
|
10
|
|
||||
Total
|
$
|
402
|
|
|
$
|
366
|
|
|
$
|
1,174
|
|
|
$
|
1,115
|
|
INCOME TAX EXPENSE (BENEFIT)
|
|
|
|
|
|
|
|
||||||||
SDG&E
|
$
|
71
|
|
|
$
|
53
|
|
|
$
|
111
|
|
|
$
|
151
|
|
SoCalGas
|
35
|
|
|
(7
|
)
|
|
50
|
|
|
75
|
|
||||
Sempra Mexico
|
—
|
|
|
126
|
|
|
116
|
|
|
226
|
|
||||
Sempra Renewables
|
—
|
|
|
(2
|
)
|
|
4
|
|
|
(67
|
)
|
||||
Sempra LNG
|
(2
|
)
|
|
6
|
|
|
4
|
|
|
(488
|
)
|
||||
All other
|
(43
|
)
|
|
(37
|
)
|
|
(135
|
)
|
|
(118
|
)
|
||||
Total
|
$
|
61
|
|
|
$
|
139
|
|
|
$
|
150
|
|
|
$
|
(221
|
)
|
EQUITY EARNINGS (LOSSES)
|
|
|
|
|
|
|
|
||||||||
Equity earnings (losses), before income tax:
|
|
|
|
|
|
|
|
||||||||
Sempra Texas Utilities
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
—
|
|
Sempra Renewables
|
—
|
|
|
12
|
|
|
5
|
|
|
(170
|
)
|
||||
Sempra LNG
|
17
|
|
|
—
|
|
|
19
|
|
|
1
|
|
||||
All other
|
—
|
|
|
(64
|
)
|
|
(1
|
)
|
|
(67
|
)
|
||||
|
17
|
|
|
(52
|
)
|
|
24
|
|
|
(236
|
)
|
||||
Equity earnings (losses), net of income tax:
|
|
|
|
|
|
|
|
||||||||
Sempra Texas Utilities
|
212
|
|
|
154
|
|
|
418
|
|
|
283
|
|
||||
Sempra Mexico
|
37
|
|
|
(28
|
)
|
|
43
|
|
|
2
|
|
||||
|
249
|
|
|
126
|
|
|
461
|
|
|
285
|
|
||||
Total
|
$
|
266
|
|
|
$
|
74
|
|
|
$
|
485
|
|
|
$
|
49
|
|
SEGMENT INFORMATION (CONTINUED)
|
|
|
|
|
|
|
|
||||||||
(Dollars in millions)
|
|
|
|
|
|
|
|
||||||||
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
EARNINGS (LOSSES) ATTRIBUTABLE TO COMMON SHARES
|
|
|
|
|
|
|
|||||||||
SDG&E
|
$
|
263
|
|
|
$
|
205
|
|
|
$
|
582
|
|
|
$
|
521
|
|
SoCalGas
|
143
|
|
|
(14
|
)
|
|
437
|
|
|
244
|
|
||||
Sempra Texas Utilities
|
212
|
|
|
154
|
|
|
419
|
|
|
283
|
|
||||
Sempra Mexico
|
84
|
|
|
44
|
|
|
214
|
|
|
161
|
|
||||
Sempra Renewables
|
—
|
|
|
34
|
|
|
59
|
|
|
(54
|
)
|
||||
Sempra LNG
|
2
|
|
|
16
|
|
|
13
|
|
|
(764
|
)
|
||||
Discontinued operations
|
248
|
|
|
46
|
|
|
267
|
|
|
115
|
|
||||
All other
|
(139
|
)
|
|
(211
|
)
|
|
(383
|
)
|
|
(446
|
)
|
||||
Total
|
$
|
813
|
|
|
$
|
274
|
|
|
$
|
1,608
|
|
|
$
|
60
|
|
EXPENDITURES FOR PROPERTY, PLANT & EQUIPMENT
|
|
|
|
|
|
|
|||||||||
SDG&E
|
|
|
|
|
|
|
$
|
1,071
|
|
|
$
|
1,194
|
|
||
SoCalGas
|
|
|
|
|
|
|
1,019
|
|
|
1,127
|
|
||||
Sempra Mexico
|
|
|
|
|
|
|
420
|
|
|
255
|
|
||||
Sempra Renewables
|
|
|
|
|
|
|
2
|
|
|
46
|
|
||||
Sempra LNG
|
|
|
|
|
|
|
74
|
|
|
19
|
|
||||
All other
|
|
|
|
|
|
|
4
|
|
|
13
|
|
||||
Total
|
|
|
|
|
|
|
$
|
2,590
|
|
|
$
|
2,654
|
|
||
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
September 30,
2019
|
|
December 31, 2018
|
||||||||
ASSETS
|
|
|
|
|
|||||||||||
SDG&E
|
|
|
|
|
$
|
20,336
|
|
|
$
|
19,225
|
|
||||
SoCalGas
|
|
|
|
|
16,023
|
|
|
15,389
|
|
||||||
Sempra Texas Utilities
|
|
|
|
|
11,248
|
|
|
9,652
|
|
||||||
Sempra Mexico
|
|
|
|
|
9,759
|
|
|
9,165
|
|
||||||
Sempra Renewables
|
|
|
|
|
—
|
|
|
2,549
|
|
||||||
Sempra LNG
|
|
|
|
|
3,755
|
|
|
4,060
|
|
||||||
Discontinued operations
|
|
|
|
|
4,115
|
|
|
3,718
|
|
||||||
All other
|
|
|
|
|
1,585
|
|
|
1,070
|
|
||||||
Intersegment receivables
|
|
|
|
|
(2,236
|
)
|
|
(4,190
|
)
|
||||||
Total
|
|
|
|
|
$
|
64,585
|
|
|
$
|
60,638
|
|
||||
EQUITY METHOD AND OTHER INVESTMENTS
|
|
|
|
|
|||||||||||
Sempra Texas Utilities
|
|
|
|
|
$
|
11,248
|
|
|
$
|
9,652
|
|
||||
Sempra Mexico
|
|
|
|
|
750
|
|
|
747
|
|
||||||
Sempra Renewables
|
|
|
|
|
—
|
|
|
291
|
|
||||||
Sempra LNG
|
|
|
|
|
1,216
|
|
|
1,271
|
|
||||||
All other
|
|
|
|
|
7
|
|
|
11
|
|
||||||
Total
|
|
|
|
|
$
|
13,221
|
|
|
$
|
11,972
|
|
(1)
|
Revenues for reportable segments include intersegment revenues of $1 million, $16 million, $29 million and $54 million for the three months ended September 30, 2019; $4 million, $50 million, $89 million and $172 million for the nine months ended September 30, 2019; $1 million, $15 million, $31 million and $84 million for the three months ended September 30, 2018; and $3 million, $47 million, $88 million, and $150 million for the nine months ended September 30, 2018 for SDG&E, SoCalGas, Sempra Mexico and Sempra LNG, respectively.
|
(2)
|
As we discuss in Note 2, in accordance with adoption of the lease standard on January 1, 2019, on a prospective basis, a significant portion of finance lease costs for PPAs that have historically been presented in Cost of Electric Fuel and Purchased Power are now presented in Interest Expense.
|
|
|
|
|
|
▪
|
Sempra Energy and its consolidated entities
|
▪
|
SDG&E and its consolidated VIE (until deconsolidation of the VIE on August 23, 2019)
|
▪
|
SoCalGas
|
▪
|
the Condensed Consolidated Financial Statements and related Notes of Sempra Energy and its subsidiaries and VIEs;
|
▪
|
the Condensed Consolidated Financial Statements and related Notes of SDG&E and its VIE (until deconsolidation of the VIE on August 23, 2019); and
|
▪
|
the Condensed Financial Statements and related Notes of SoCalGas.
|
|
|
|
|
|
▪
|
Overall results of our operations
|
▪
|
Segment results
|
▪
|
Adjusted earnings and adjusted EPS
|
▪
|
Significant changes in revenues, costs and earnings between periods
|
▪
|
Impact of foreign currency and inflation rates on our results of operations
|
SEMPRA ENERGY EARNINGS (LOSSES) BY SEGMENT
|
|
|
|||||||||||||
(Dollars in millions)
|
|
|
|||||||||||||
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
SDG&E
|
$
|
263
|
|
|
$
|
205
|
|
|
$
|
582
|
|
|
$
|
521
|
|
SoCalGas
|
143
|
|
|
(14
|
)
|
|
437
|
|
|
244
|
|
||||
Sempra Texas Utilities
|
212
|
|
|
154
|
|
|
419
|
|
|
283
|
|
||||
Sempra Mexico
|
84
|
|
|
44
|
|
|
214
|
|
|
161
|
|
||||
Sempra Renewables
|
—
|
|
|
34
|
|
|
59
|
|
|
(54
|
)
|
||||
Sempra LNG
|
2
|
|
|
16
|
|
|
13
|
|
|
(764
|
)
|
||||
Parent and other(1)
|
(139
|
)
|
|
(211
|
)
|
|
(383
|
)
|
|
(446
|
)
|
||||
Discontinued operations
|
248
|
|
|
46
|
|
|
267
|
|
|
115
|
|
||||
Earnings (losses) attributable to common shares
|
$
|
813
|
|
|
$
|
274
|
|
|
$
|
1,608
|
|
|
$
|
60
|
|
(1)
|
Includes intercompany eliminations recorded in consolidation and certain corporate costs.
|
▪
|
$66 million favorable impact from the retroactive application of the 2019 GRC FD for the first six months of 2019; and
|
▪
|
$19 million higher CPUC base operating margin authorized for 2019, net of operating expenses; offset by
|
▪
|
$24 million lower earnings from electric transmission operations, primarily due to a FERC formulaic rate adjustment benefit in 2018.
|
▪
|
$38 million higher CPUC base operating margin authorized for 2019, net of operating expenses; and
|
▪
|
$31 million income tax benefit from the release of a regulatory liability established in connection with 2017 tax reform for excess deferred income tax balances that the CPUC directed be allocated to shareholders in a January 2019 decision.
|
▪
|
$130 million favorable impact from the retroactive application of the 2019 GRC FD for the first six months of 2019; and
|
▪
|
$41 million higher CPUC base operating margin authorized for 2019, net of operating expenses; offset by
|
▪
|
$21 million impairment of non-utility native gas assets in 2019.
|
▪
|
$166 million higher CPUC base operating margin authorized for 2019, net of operating expenses;
|
▪
|
$38 million income tax benefit from the impact of the January 2019 CPUC decision allocating certain excess deferred income tax balances to shareholders; and
|
▪
|
$22 million from impacts associated with Aliso Canyon natural gas storage facility litigation in 2018; offset by
|
▪
|
$21 million impairment of non-utility native gas assets in 2019;
|
▪
|
$16 million higher net interest expense; and
|
▪
|
$8 million penalties in 2019 related to the SoCalGas billing practices OII.
|
▪
|
$73 million favorable impact from foreign currency and inflation effects net of foreign currency derivatives effects, comprised of:
|
◦
|
in 2019, $30 million favorable foreign currency and inflation effects, offset by a $9 million loss from foreign currency derivatives, and
|
◦
|
in 2018, $73 million unfavorable foreign currency and inflation effects, offset by a $21 million gain from foreign currency derivatives. We discuss these effects below in “Impact of Foreign Currency and Inflation Rates on Results of Operations;” and
|
▪
|
$13 million lower income tax expense in 2019 primarily from the outside basis differences in JV investments and a two-year tax abatement that expires in 2020; offset by
|
▪
|
$50 million earnings attributable to NCI at IEnova in 2019 compared to $15 million earnings in 2018; and
|
▪
|
$8 million lower earnings primarily from force majeure payments that ended on August 22, 2019 with respect to the Guaymas-El Oro segment of the Sonora pipeline.
|
▪
|
$51 million lower income tax expense in 2019 primarily from the outside basis differences in JV investments and a two-year tax abatement that expires in 2020; and
|
▪
|
$40 million favorable impact from foreign currency and inflation effects net of foreign currency derivatives effects, comprised of:
|
◦
|
in 2019, $15 million unfavorable foreign currency and inflation effects, offset by a $5 million gain from foreign currency derivatives, offset by
|
◦
|
in 2018, $77 million unfavorable foreign currency and inflation effects, offset by a $27 million gain from foreign currency derivatives; offset by
|
▪
|
$114 million earnings attributable to NCI at IEnova in 2019 compared to $77 million earnings in 2018; and
|
▪
|
$11 million lower earnings primarily from force majeure payments that ended on August 22, 2019 with respect to the Guaymas-El Oro segment of the Sonora pipeline.
|
▪
|
$145 million other-than-temporary impairment of certain U.S. wind equity method investments in 2018; and
|
▪
|
$45 million gain on sale of wind assets in 2019; offset by
|
▪
|
lower earnings from assets sold in December 2018 and April 2019, net of lower general and administrative and other costs due to the wind-down of this business.
|
▪
|
$801 million impairment of certain non-utility natural gas storage assets in the southeast U.S. in 2018;
|
▪
|
$23 million higher earnings from our marketing operations primarily driven by optimization of natural gas transport contracts;
|
▪
|
$11 million higher equity earnings from Cameron LNG JV primarily due to Train 1 commencing commercial operation under its tolling agreements in August 2019; and
|
▪
|
$9 million unfavorable adjustment in 2018 to TCJA provisional amounts recorded in 2017 related to the remeasurement of deferred income taxes; offset by
|
▪
|
$46 million losses attributable to NCI in 2018 related to the impairment.
|
▪
|
$65 million impairment of the RBS Sempra Commodities equity method investment in 2018;
|
▪
|
$25 million higher investment gains in 2019 on dedicated assets in support of our employee non-qualified benefit plan obligations, net of deferred compensation expenses; and
|
▪
|
$10 million income tax benefit in 2019 to reduce a valuation allowance against certain NOL carryforwards as a result of our decision to sell our South American businesses; offset by
|
▪
|
$18 million increase in mandatory convertible preferred stock dividends primarily from the issuance of series B preferred stock in July 2018; and
|
▪
|
$16 million primarily related to settlement charges from our non-qualified pension plan.
|
▪
|
$192 million income tax benefit in 2019 associated with outside basis differences in our South American businesses primarily related to a change in the anticipated structure of the sale of those businesses; and
|
▪
|
$25 million higher earnings from South American operations mainly from higher rates, lower cost of purchased power at Peru, and including $11 million lower depreciation expense due to assets classified as held for sale; offset by
|
▪
|
$12 million income tax expense related to the increase in outside basis differences from 2019 earnings.
|
▪
|
$89 million income tax benefit in 2019 from outside basis differences in our South American businesses primarily related to the change in our indefinite reinvestment assertion from our decision on January 25, 2019 to hold those businesses for sale and a change in the anticipated structure of the sale;
|
▪
|
$76 million higher earnings from South American operations mainly from higher rates, lower cost of purchased power at Peru, and including $27 million lower depreciation expense due to assets classified as held for sale; and
|
▪
|
$16 million income tax expense in 2018 to adjust TCJA provisional amounts recorded in 2017 primarily related to withholding tax on our expected future repatriation of foreign undistributed earnings; offset by
|
▪
|
$32 million income tax expense related to the increase in outside basis differences from 2019 earnings since January 25, 2019.
|
SEMPRA ENERGY ADJUSTED EARNINGS AND ADJUSTED EPS
|
|||||||||||||||||||
(Dollars in millions, except per share amounts; shares in thousands)
|
|||||||||||||||||||
|
Pretax amount
|
|
Income tax expense (benefit)(1)
|
|
Non-controlling interests
|
|
Earnings
|
|
Diluted EPS
|
||||||||||
|
Three months ended September 30, 2019
|
||||||||||||||||||
Sempra Energy GAAP Earnings for GAAP EPS(2)
|
|
|
|
|
|
|
$
|
839
|
|
|
$
|
2.84
|
|
||||||
Less series A preferred stock dividends(2)
|
|
|
|
|
|
|
(26
|
)
|
|
(0.09
|
)
|
||||||||
Sempra Energy GAAP Earnings
|
|
|
|
|
|
|
813
|
|
|
|
|||||||||
Impact of dilutive shares included in GAAP EPS(2)
|
|
|
|
|
|
|
|
|
0.13
|
|
|||||||||
Excluded items:
|
|
|
|
|
|
|
|
|
|
||||||||||
SDG&E retroactive impact of 2019 GRC FD for first half of 2019
|
$
|
(92
|
)
|
|
$
|
26
|
|
|
$
|
—
|
|
|
(66
|
)
|
|
(0.24
|
)
|
||
SoCalGas retroactive impact of 2019 GRC FD for first half of 2019
|
(181
|
)
|
|
51
|
|
|
—
|
|
|
(130
|
)
|
|
(0.46
|
)
|
|||||
Associated with holding the South American businesses for sale:
|
|
|
|
|
|
|
|
|
|
||||||||||
Change in indefinite reinvestment assertion of basis differences and structure of sale of discontinued operations
|
—
|
|
|
(192
|
)
|
|
—
|
|
|
(192
|
)
|
|
(0.68
|
)
|
|||||
Sempra Energy Adjusted Earnings
|
|
|
|
|
|
|
$
|
425
|
|
|
$
|
1.50
|
|
||||||
Weighted-average common shares outstanding, diluted – GAAP
|
|
|
|
|
|
|
|
|
295,789
|
|
|||||||||
Less series A preferred stock shares(2)
|
|
|
|
|
|
|
|
|
(13,238
|
)
|
|||||||||
Weighted-average common shares outstanding, diluted – Adjusted
|
|
|
|
|
|
|
|
|
282,551
|
|
|||||||||
|
Three months ended September 30, 2018
|
||||||||||||||||||
Sempra Energy GAAP Earnings
|
|
|
|
|
|
|
$
|
274
|
|
|
$
|
0.99
|
|
||||||
Excluded item:
|
|
|
|
|
|
|
|
|
|
||||||||||
Impairment of investment in RBS Sempra Commodities
|
$
|
65
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
65
|
|
|
0.24
|
|
||
Sempra Energy Adjusted Earnings
|
|
|
|
|
|
|
$
|
339
|
|
|
$
|
1.23
|
|
||||||
Weighted-average common shares outstanding, diluted – GAAP
|
|
|
|
|
|
|
|
|
275,907
|
|
|||||||||
|
Nine months ended September 30, 2019
|
||||||||||||||||||
Sempra Energy GAAP Earnings
|
|
|
|
|
|
|
$
|
1,608
|
|
|
$
|
5.74
|
|
||||||
Excluded items:
|
|
|
|
|
|
|
|
|
|
||||||||||
Gain on sale of certain Sempra Renewables assets
|
$
|
(61
|
)
|
|
$
|
16
|
|
|
$
|
—
|
|
|
(45
|
)
|
|
(0.16
|
)
|
||
Associated with holding the South American businesses for sale:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Change in indefinite reinvestment assertion of basis differences and structure of sale of discontinued operations
|
—
|
|
|
(89
|
)
|
|
—
|
|
|
(89
|
)
|
|
(0.32
|
)
|
|||||
Reduction in tax valuation allowance against certain NOL carryforwards
|
—
|
|
|
(10
|
)
|
|
—
|
|
|
(10
|
)
|
|
(0.03
|
)
|
|||||
Sempra Energy Adjusted Earnings
|
|
|
|
|
|
|
$
|
1,464
|
|
|
$
|
5.23
|
|
||||||
Weighted-average common shares outstanding, diluted – GAAP
|
|
|
|
|
|
|
|
|
279,809
|
|
|||||||||
|
Nine months ended September 30, 2018
|
||||||||||||||||||
Sempra Energy GAAP Earnings
|
|
|
|
|
|
|
$
|
60
|
|
|
$
|
0.23
|
|
||||||
Impact of potentially dilutive shares excluded from GAAP EPS(3)
|
|
|
|
|
|
|
|
|
(0.01
|
)
|
|||||||||
Excluded items:
|
|
|
|
|
|
|
|
|
|
||||||||||
Impacts associated with Aliso Canyon litigation
|
$
|
1
|
|
|
$
|
21
|
|
|
$
|
—
|
|
|
22
|
|
|
0.08
|
|
||
Impairment of U.S. wind equity method investments
|
200
|
|
|
(55
|
)
|
|
—
|
|
|
145
|
|
|
0.54
|
|
|||||
Impairment of non-utility natural gas storage assets
|
1,300
|
|
|
(499
|
)
|
|
(46
|
)
|
|
755
|
|
|
2.82
|
|
|||||
Impairment of investment in RBS Sempra Commodities
|
65
|
|
|
—
|
|
|
—
|
|
|
65
|
|
|
0.24
|
|
|||||
Impact from the TCJA
|
—
|
|
|
25
|
|
|
—
|
|
|
25
|
|
|
0.10
|
|
|||||
Sempra Energy Adjusted Earnings
|
|
|
|
|
|
|
$
|
1,072
|
|
|
$
|
4.00
|
|
||||||
Weighted-average common shares outstanding, diluted – GAAP
|
|
|
|
|
|
|
|
|
265,963
|
|
|||||||||
Add potentially dilutive shares(3)
|
|
|
|
|
|
|
|
|
1,681
|
|
|||||||||
Weighted-average common shares outstanding, diluted – Adjusted
|
|
|
|
|
|
|
|
|
267,644
|
|
(1)
|
Except for adjustments that are solely income tax and tax related to outside basis differences, income taxes on pretax amounts were primarily calculated based on applicable statutory tax rates.
|
(2)
|
In the three months ended September 30, 2019, the assumed conversion of the series A preferred stock is dilutive for GAAP Earnings, however, it is antidilutive for the lower Adjusted Earnings. As such, the series A preferred stock dividends have been subtracted from the numerator and the series A preferred stock shares have been subtracted from the denominator when calculating Adjusted EPS.
|
(3)
|
In the nine months ended September 30, 2018, the total weighted-average potentially dilutive stock options and RSUs of 736 and common shares sold forward of 945 were not included in the denominator of GAAP Diluted EPS due to the losses from continuing operations attributable to common shares, but have been added to the denominator when calculating Adjusted Diluted EPS.
|
SDG&E ADJUSTED EARNINGS
|
|||||||||||
(Dollars in millions)
|
|||||||||||
|
Pretax amount
|
|
Income tax expense(1)
|
|
Earnings
|
||||||
|
Three months ended September 30, 2019
|
||||||||||
SDG&E GAAP Earnings
|
|
|
|
|
$
|
263
|
|
||||
Excluded item:
|
|
|
|
|
|
||||||
Retroactive impact of 2019 GRC FD for first half of 2019
|
$
|
(92
|
)
|
|
$
|
26
|
|
|
(66
|
)
|
|
SDG&E Adjusted Earnings
|
|
|
|
|
$
|
197
|
|
(1)
|
Income taxes on pretax amounts were primarily calculated based on applicable statutory tax rates.
|
SOCALGAS ADJUSTED EARNINGS
|
|||||||||||
(Dollars in millions)
|
|||||||||||
|
Pretax amount
|
|
Income tax expense(1)
|
|
Earnings
|
||||||
|
Three months ended September 30, 2019
|
||||||||||
SoCalGas GAAP Earnings
|
|
|
|
|
$
|
143
|
|
||||
Excluded item:
|
|
|
|
|
|
||||||
Retroactive impact of 2019 GRC FD for first half of 2019
|
$
|
(181
|
)
|
|
$
|
51
|
|
|
(130
|
)
|
|
SoCalGas Adjusted Earnings
|
|
|
|
|
$
|
13
|
|
||||
|
Nine months ended September 30, 2018
|
||||||||||
SoCalGas GAAP Earnings
|
|
|
|
|
$
|
244
|
|
||||
Excluded item:
|
|
|
|
|
|
||||||
Impacts associated with Aliso Canyon litigation
|
$
|
1
|
|
|
$
|
21
|
|
|
22
|
|
|
SoCalGas Adjusted Earnings
|
|
|
|
|
$
|
266
|
|
(1)
|
Except for adjustments that are solely income tax, income taxes on pretax amounts were primarily calculated based on applicable statutory tax rates.
|
▪
|
permits the cost of natural gas purchased for core customers (primarily residential and small commercial and industrial customers) to be passed through to customers in rates substantially as incurred. However, SoCalGas’ GCIM provides SoCalGas the opportunity to share in the savings and/or costs from buying natural gas for its core customers at prices below or above monthly market-based benchmarks. This mechanism permits full recovery of costs incurred when average purchase costs are within a price range around the benchmark price. Any higher costs incurred or savings realized outside this range are shared between the core customers and SoCalGas. We provide further discussion in Note 3 of the Notes to Condensed Consolidated Financial Statements herein and in “Item 1. Business – Ratemaking Mechanisms” in the Annual Report.
|
▪
|
permits SDG&E to recover the actual cost incurred to generate or procure electricity based on annual estimates of the cost of electricity supplied to customers. The differences in cost between estimates and actual are recovered or refunded in subsequent periods through rates.
|
▪
|
permits the California Utilities to recover certain expenses for programs authorized by the CPUC, or “refundable programs.”
|
UTILITIES REVENUES AND COST OF SALES
|
|
|
|
|
|
|
|
|
||||||||
(Dollars in millions)
|
|
|
|
|
|
|
|
|
||||||||
|
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Natural gas revenues:
|
|
|
|
|
|
|
|
|
||||||||
SoCalGas
|
|
$
|
975
|
|
|
$
|
802
|
|
|
$
|
3,142
|
|
|
$
|
2,700
|
|
SDG&E
|
|
156
|
|
|
107
|
|
|
482
|
|
|
391
|
|
||||
Sempra Mexico
|
|
14
|
|
|
17
|
|
|
56
|
|
|
58
|
|
||||
Eliminations and adjustments
|
|
(16
|
)
|
|
(15
|
)
|
|
(52
|
)
|
|
(48
|
)
|
||||
Total
|
|
1,129
|
|
|
911
|
|
|
3,628
|
|
|
3,101
|
|
||||
Electric revenues:
|
|
|
|
|
|
|
|
|
||||||||
SDG&E
|
|
1,271
|
|
|
1,192
|
|
|
3,184
|
|
|
3,014
|
|
||||
Eliminations and adjustments
|
|
(2
|
)
|
|
(1
|
)
|
|
(4
|
)
|
|
(3
|
)
|
||||
Total
|
|
1,269
|
|
|
1,191
|
|
|
3,180
|
|
|
3,011
|
|
||||
Total utilities revenues
|
|
$
|
2,398
|
|
|
$
|
2,102
|
|
|
$
|
6,808
|
|
|
$
|
6,112
|
|
Cost of natural gas:
|
|
|
|
|
|
|
|
|
||||||||
SoCalGas
|
|
$
|
101
|
|
|
$
|
224
|
|
|
$
|
660
|
|
|
$
|
663
|
|
SDG&E
|
|
23
|
|
|
30
|
|
|
136
|
|
|
110
|
|
||||
Sempra Mexico
|
|
2
|
|
|
2
|
|
|
10
|
|
|
17
|
|
||||
Eliminations and adjustments
|
|
(4
|
)
|
|
(1
|
)
|
|
(17
|
)
|
|
(8
|
)
|
||||
Total
|
|
$
|
122
|
|
|
$
|
255
|
|
|
$
|
789
|
|
|
$
|
782
|
|
Cost of electric fuel and purchased power:
|
|
|
|
|
|
|
|
|
||||||||
SDG&E
|
|
$
|
411
|
|
|
$
|
448
|
|
|
$
|
934
|
|
|
$
|
1,045
|
|
Eliminations and adjustments
|
|
(1
|
)
|
|
(2
|
)
|
|
(5
|
)
|
|
(8
|
)
|
||||
Total
|
|
$
|
410
|
|
|
$
|
446
|
|
|
$
|
929
|
|
|
$
|
1,037
|
|
▪
|
$173 million increase at SoCalGas, which included:
|
◦
|
$181 million favorable impact from the retroactive application of the 2019 GRC FD for the first six months of 2019,
|
◦
|
$61 million higher authorized revenue in 2019, and
|
◦
|
$35 million higher recovery of costs associated with CPUC-authorized refundable programs, which revenues are offset in O&M, offset by
|
◦
|
$123 million decrease in cost of natural gas sold, which we discuss below; and
|
▪
|
$49 million increase at SDG&E, which included:
|
◦
|
$38 million favorable impact from the retroactive application of the 2019 GRC FD for the first six months of 2019, and
|
◦
|
$11 million higher authorized revenue in 2019.
|
▪
|
$123 million decrease at SoCalGas primarily due to lower average natural gas prices; and
|
▪
|
$7 million decrease at SDG&E primarily due to lower average natural gas prices.
|
▪
|
$442 million increase at SoCalGas, which included:
|
◦
|
$273 million higher authorized revenue in 2019,
|
◦
|
$98 million higher recovery of costs associated with CPUC-authorized refundable programs, which revenues are offset in O&M,
|
◦
|
$19 million lower non-service component of net periodic benefit credit in 2019, which fully offsets in Other (Expense) Income, Net,
|
◦
|
$12 million higher net revenues from capital projects, and
|
◦
|
$7 million higher regulatory awards in 2019; and
|
▪
|
$91 million increase at SDG&E, which included:
|
◦
|
$49 million higher authorized revenue in 2019, and
|
◦
|
$26 million increase in cost of natural gas sold, which we discuss below.
|
▪
|
$26 million increase at SDG&E, including $13 million from higher average natural gas prices and $13 million from higher volumes driven by weather; offset by
|
▪
|
$9 million higher intercompany eliminations primarily associated with sales between Sempra LNG and SoCalGas; and
|
▪
|
$3 million decrease at SoCalGas, including $64 million due to lower average natural gas prices, offset by $61 million from higher volumes driven by weather.
|
▪
|
$54 million favorable impact from the retroactive application of the 2019 GRC FD for the first six months of 2019, including $50 million of liability insurance premium costs that are now balanced;
|
▪
|
$37 million higher authorized revenue in 2019, including $29 million of revenues to cover liability insurance premium costs that are now balanced and offset in O&M; and
|
▪
|
$14 million higher cost of electric fuel and purchased power, which we discuss below; offset by
|
▪
|
$27 million lower revenues from transmission operations, including a FERC formulaic rate adjustment benefit in 2018.
|
▪
|
$51 million of finance lease costs for PPAs in 2018. Similar amounts are now included in Interest Expense and Depreciation and Amortization Expense as a result of the 2019 adoption of the lease standard, which we discuss in Note 2 of the Notes to Condensed Consolidated Financial Statements; offset by
|
▪
|
$14 million higher electricity market costs and an additional capacity contract.
|
▪
|
$86 million higher authorized revenue in 2019, including $79 million of revenues to cover liability insurance premium costs that are now balanced and offset in O&M;
|
▪
|
$41 million higher cost of electric fuel and purchased power, which we discuss below;
|
▪
|
$28 million higher recovery of costs associated with CPUC-authorized refundable programs, which revenues are offset in O&M; and
|
▪
|
$17 million higher revenues from transmission operations, net of a FERC formulaic rate adjustment benefit in 2018.
|
▪
|
$152 million of finance lease costs for PPAs in 2018. Similar amounts are now included in Interest Expense and Depreciation and Amortization Expense as a result of the 2019 adoption of the lease standard; offset by
|
▪
|
$41 million higher electricity market costs and an additional capacity contract.
|
ENERGY-RELATED BUSINESSES: REVENUES AND COST OF SALES
|
|||||||||||||||
(Dollars in millions)
|
|
|
|
|
|
|
|
||||||||
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
REVENUES
|
|
|
|
|
|
|
|
||||||||
Sempra Mexico
|
$
|
343
|
|
|
$
|
393
|
|
|
$
|
1,002
|
|
|
$
|
970
|
|
Sempra Renewables
|
—
|
|
|
38
|
|
|
10
|
|
|
103
|
|
||||
Sempra LNG
|
100
|
|
|
147
|
|
|
327
|
|
|
330
|
|
||||
All other
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
|
||||
Eliminations and adjustments
|
(84
|
)
|
|
(115
|
)
|
|
(262
|
)
|
|
(239
|
)
|
||||
Total revenues
|
$
|
360
|
|
|
$
|
463
|
|
|
$
|
1,078
|
|
|
$
|
1,164
|
|
COST OF SALES(1)
|
|
|
|
|
|
|
|
||||||||
Sempra Mexico
|
$
|
99
|
|
|
$
|
132
|
|
|
$
|
284
|
|
|
$
|
259
|
|
Sempra LNG
|
78
|
|
|
101
|
|
|
235
|
|
|
230
|
|
||||
All other
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
|
||||
Eliminations and adjustments
|
(84
|
)
|
|
(114
|
)
|
|
(255
|
)
|
|
(231
|
)
|
||||
Total cost of sales
|
$
|
94
|
|
|
$
|
119
|
|
|
$
|
265
|
|
|
$
|
258
|
|
(1)
|
Excludes depreciation and amortization, which are presented separately on the Sempra Energy Condensed Consolidated Statements of Operations.
|
▪
|
$50 million decrease at Sempra Mexico primarily due to:
|
◦
|
$30 million from the marketing business primarily from lower natural gas prices,
|
◦
|
$17 million at TdM due to lower volumes and prices, offset by higher financial settlements, and
|
◦
|
$12 million lower revenues primarily from force majeure payments that ended on August 22, 2019 with respect to the Guaymas-El Oro segment of the Sonora pipeline;
|
▪
|
$47 million decrease at Sempra LNG primarily due to:
|
◦
|
$21 million lower natural gas sales to Sempra Mexico due to lower natural gas prices and volumes,
|
◦
|
$10 million lower natural gas storage revenues primarily due to the sale of storage assets in February 2019, and
|
◦
|
$9 million from natural gas marketing activities primarily due to lower natural gas prices; and
|
▪
|
$38 million decrease at Sempra Renewables primarily due to the sale of assets in December 2018 and April 2019; offset by
|
▪
|
$31 million lower intercompany eliminations primarily associated with sales between Sempra LNG and Sempra Mexico.
|
▪
|
$33 million decrease at Sempra Mexico mainly associated with lower revenues from the marketing business as a result of lower natural gas prices, and lower prices at TdM; and
|
▪
|
$23 million decrease at Sempra LNG mainly from natural gas marketing activities primarily from lower natural gas purchases; offset by
|
▪
|
$30 million lower intercompany eliminations primarily associated with sales between Sempra LNG and Sempra Mexico.
|
▪
|
$93 million decrease at Sempra Renewables primarily due to the sale of assets in December 2018 and April 2019;
|
▪
|
$23 million higher intercompany eliminations primarily associated with sales between Sempra LNG and Sempra Mexico; and
|
▪
|
$3 million decrease at Sempra LNG primarily due to:
|
◦
|
$34 million lower natural gas storage revenues primarily due to the sale of storage assets in February 2019, and
|
◦
|
$12 million from LNG sales to Cameron LNG JV in January 2018, offset by
|
◦
|
$39 million from natural gas marketing activities due to optimization of natural gas transport contracts; offset by
|
▪
|
$32 million increase at Sempra Mexico primarily due to:
|
◦
|
$20 million from the marketing business, primarily from higher volumes, including higher volumes due to new regulations that went into effect on March 1, 2018 that require high consumption end users (previously serviced by Ecogas and other natural gas utilities) to procure their natural gas needs from natural gas marketers, including Sempra Mexico’s marketing business, offset by lower natural gas prices,
|
◦
|
$11 million at TdM primarily due to higher financial settlements and resource adequacy revenues, offset by lower volumes, and
|
◦
|
$9 million from the Pima Solar project commencing operations in April 2019, offset by
|
◦
|
$17 million lower revenues primarily from force majeure payments that ended on August 22, 2019 with respect to the Guaymas-El Oro segment of the Sonora pipeline.
|
▪
|
$25 million increase at Sempra Mexico mainly associated with higher revenues from the marketing business as a result of higher volumes, including higher volumes due to new regulations that went into effect in 2018; offset by
|
▪
|
$24 million higher intercompany eliminations primarily associated with sales between Sempra LNG and Sempra Mexico.
|
▪
|
$33 million increase at SoCalGas primarily due to $35 million higher expenses associated with CPUC-authorized refundable programs for which costs incurred are recovered in revenue (refundable program expenses); and
|
▪
|
$27 million increase at SDG&E, excluding $6 million of impairment losses discussed below, but including:
|
◦
|
$29 million higher expenses associated with CPUC-authorized refundable programs, including $30 million of 2019 liability insurance premium costs that are now balanced in revenue, offset by
|
◦
|
$2 million lower non-refundable operating costs, including a $21 million decrease from liability insurance premium costs for 2018 that were not balanced, offset by $19 million higher operating costs; offset by
|
▪
|
$24 million decrease at Sempra Renewables primarily due to lower general and administrative and other costs due to the wind-down of the business.
|
▪
|
$131 million increase at SoCalGas, which included:
|
◦
|
$98 million higher expenses associated with CPUC-authorized refundable programs, and
|
◦
|
$30 million higher non-refundable operating costs, including higher administrative and support costs;
|
▪
|
$90 million increase at SDG&E, excluding $6 million of impairment losses discussed below, but including:
|
◦
|
$117 million higher expenses associated with CPUC-authorized refundable programs, including $82 million of 2019 liability insurance premium costs that are now balanced in revenue, offset by
|
◦
|
$27 million lower non-refundable operating costs, including $77 million decrease from liability insurance premium costs for 2018 that were not balanced, offset by $50 million of higher operating costs;
|
▪
|
$25 million increase at Sempra Mexico primarily due to expenses associated with growth in the business and operating lease costs in 2019; and
|
▪
|
$24 million increase at Sempra LNG primarily from higher liquefaction project costs, net of reimbursements, and higher retained operating costs; offset by
|
▪
|
$46 million decrease at Sempra Renewables primarily due to lower general and administrative and other costs due to the wind-down of the business.
|
▪
|
$30 million net losses in 2019 from interest rate and foreign exchange instruments and foreign currency transactions compared to $67 million net gains for the same period in 2018 primarily due to:
|
◦
|
$17 million foreign currency losses in 2019 compared to $33 million foreign currency gains in 2018 on a Mexican peso-denominated loan to the IMG JV, which is offset in Equity Earnings, and
|
◦
|
$12 million losses in 2019 compared to $28 million gains in 2018 on foreign currency derivatives as a result of fluctuation of the Mexican peso in 2019; and
|
▪
|
$10 million higher non-service component of net periodic benefit cost in 2019.
|
▪
|
$57 million lower net gains from interest rate and foreign exchange instruments and foreign currency transactions primarily due to:
|
◦
|
$28 million lower gains on foreign currency derivatives as a result of fluctuation of the Mexican peso, and
|
◦
|
negligible foreign currency losses in 2019 compared to $25 million foreign currency gains in 2018 on a Mexican peso-denominated loan to the IMG JV, which is offset in Equity Earnings;
|
▪
|
$19 million non-service component of net periodic benefit cost in 2019 compared to a $37 million credit in 2018, including $22 million settlement charges in 2019 for lump sum payments from our non-qualified pension plan;
|
▪
|
$10 million decrease in equity-related AFUDC, including $7 million at SDG&E and $5 million at SoCalGas; and
|
▪
|
$8 million penalties in 2019 related to the SoCalGas billing practices OII; offset by
|
▪
|
$33 million higher investment gains in 2019 on dedicated assets in support of our executive retirement and deferred compensation plans.
|
INCOME TAX EXPENSE (BENEFIT) AND EFFECTIVE INCOME TAX RATES
|
|||||||||||||||
(Dollars in millions)
|
|||||||||||||||
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Sempra Energy Consolidated:
|
|
|
|
|
|
|
|
||||||||
Income tax expense (benefit) from continuing operations
|
$
|
61
|
|
|
$
|
139
|
|
|
$
|
150
|
|
|
$
|
(221
|
)
|
|
|
|
|
|
|
|
|
||||||||
Income (loss) from continuing operations before income taxes
|
|
|
|
|
|
|
|
||||||||
and equity earnings
|
$
|
448
|
|
|
$
|
345
|
|
|
$
|
1,235
|
|
|
$
|
(245
|
)
|
Equity earnings (losses), before income tax(1)
|
17
|
|
|
(52
|
)
|
|
24
|
|
|
(236
|
)
|
||||
Pretax income (loss)
|
$
|
465
|
|
|
$
|
293
|
|
|
$
|
1,259
|
|
|
$
|
(481
|
)
|
|
|
|
|
|
|
|
|
||||||||
Effective income tax rate
|
13
|
%
|
|
47
|
%
|
|
12
|
%
|
|
46
|
%
|
||||
SDG&E:
|
|
|
|
|
|
|
|
||||||||
Income tax expense
|
$
|
71
|
|
|
$
|
53
|
|
|
$
|
111
|
|
|
$
|
151
|
|
Income before income taxes
|
$
|
337
|
|
|
$
|
269
|
|
|
$
|
700
|
|
|
$
|
682
|
|
Effective income tax rate
|
21
|
%
|
|
20
|
%
|
|
16
|
%
|
|
22
|
%
|
||||
SoCalGas:
|
|
|
|
|
|
|
|
||||||||
Income tax expense (benefit)
|
$
|
35
|
|
|
$
|
(7
|
)
|
|
$
|
50
|
|
|
$
|
75
|
|
Income (loss) before income taxes
|
$
|
178
|
|
|
$
|
(21
|
)
|
|
$
|
488
|
|
|
$
|
320
|
|
Effective income tax rate
|
20
|
%
|
|
33
|
%
|
|
10
|
%
|
|
23
|
%
|
(1)
|
We discuss how we recognize equity earnings in Note 6 of the Notes to Consolidated Financial Statements in the Annual Report.
|
▪
|
$69 million total income tax benefits from the release of regulatory liabilities at SDG&E and SoCalGas established in connection with 2017 tax reform for excess deferred income tax balances that the CPUC directed be allocated to shareholders in a January 2019 decision;
|
▪
|
$57 million lower income tax expense in 2019 from foreign currency and inflation effects primarily as a result of fluctuation of the Mexican peso;
|
▪
|
$21 million income tax expense in 2018 associated with Aliso Canyon natural gas storage facility litigation;
|
▪
|
$11 million lower income tax expense related to share-based compensation;
|
▪
|
$10 million income tax benefit in 2019 from a reduction in a valuation allowance against certain NOL carryforwards as a result of our decision to sell our South American businesses; and
|
▪
|
$9 million income tax expense in 2018 to adjust provisional estimates recorded in 2017 for the effects of tax reform; offset by
|
▪
|
$131 million income tax benefit in 2018 resulting from the reduced outside basis difference in Sempra LNG as a result of the impairment of certain non-utility natural gas storage assets.
|
▪
|
$31 million income tax benefit from the release of a regulatory liability established in connection with 2017 tax reform for excess deferred income tax balances that the CPUC directed be allocated to shareholders in a January 2019 decision; and
|
▪
|
higher income tax benefits from forecasted flow-through deductions.
|
▪
|
$38 million income tax benefit from the release of a regulatory liability established in connection with 2017 tax reform for excess deferred income tax balances that the CPUC directed be allocated to shareholders in a January 2019 decision; and
|
▪
|
$21 million income tax expense in 2018 associated with Aliso Canyon natural gas storage facility litigation.
|
▪
|
$65 million impairment of our RBS Sempra Commodities equity method investment in 2018;
|
▪
|
$37 million equity earnings, net of income tax, at Sempra Mexico in 2019 compared to $28 million equity losses, net of income tax, in 2018, which included:
|
◦
|
$17 million foreign currency gains in 2019 compared to $33 million foreign currency losses in 2018 at the IMG JV on its Mexican peso-denominated loans from its JV owners, which is fully offset in Other (Expense) Income, Net, and
|
◦
|
$11 million higher equity earnings at the TAG JV primarily due to lower income tax expense;
|
▪
|
$58 million higher equity earnings, net of income tax, from our investment in Oncor Holdings; and
|
▪
|
$17 million higher equity earnings at Cameron LNG JV primarily due to Train 1 commencing commercial operation under its tolling agreements in August 2019.
|
▪
|
$200 million other-than-temporary impairment of certain wind equity method investments at Sempra Renewables in 2018;
|
▪
|
$135 million higher equity earnings, net of income tax, from our investment in Oncor Holdings, which we acquired in March 2018;
|
▪
|
$65 million impairment of our RBS Sempra Commodities equity method investment in 2018;
|
▪
|
negligible foreign currency gains in 2019 compared to $25 million foreign currency losses in 2018 at the IMG JV on its Mexican peso-denominated loans from its JV owners, which is fully offset in Other (Expense) Income, Net; and
|
▪
|
$18 million higher equity earnings at Cameron LNG JV primarily due to Train 1 commencing commercial operation under its tolling agreements in August 2019.
|
▪
|
$1 million earnings attributable to NCI at Sempra Renewables in 2019 compared to $50 million losses in 2018 primarily due to the sales of our tax equity investments in December 2018 and April 2019;
|
▪
|
$46 million lower losses attributable to NCI at Sempra LNG related to the impairment of certain non-utility natural gas storage assets in 2018; and
|
▪
|
$37 million higher earnings attributable to NCI at Sempra Mexico.
|
TRANSACTIONAL (LOSSES) GAINS FROM FOREIGN CURRENCY AND INFLATION
|
||||||||||||||||
(Dollars in millions)
|
||||||||||||||||
|
Total reported amounts
|
|
|
Transactional (losses) gains included
in reported amounts
|
||||||||||||
|
Three months ended September 30,
|
|||||||||||||||
|
2019
|
|
2018
|
|
|
2019
|
|
2018
|
||||||||
Other (expense) income, net
|
$
|
(7
|
)
|
|
$
|
96
|
|
|
|
$
|
(30
|
)
|
|
$
|
67
|
|
Income tax (expense) benefit
|
(61
|
)
|
|
(139
|
)
|
|
|
32
|
|
|
(69
|
)
|
||||
Equity earnings
|
266
|
|
|
74
|
|
|
|
17
|
|
|
(43
|
)
|
||||
Income from continuing operations, net of income tax
|
653
|
|
|
280
|
|
|
|
21
|
|
|
(53
|
)
|
||||
Income from discontinued operations, net of income tax
|
256
|
|
|
54
|
|
|
|
—
|
|
|
—
|
|
||||
Earnings attributable to common shares
|
813
|
|
|
274
|
|
|
|
11
|
|
|
(28
|
)
|
||||
|
Nine months ended September 30,
|
|||||||||||||||
|
2019
|
|
2018
|
|
|
2019
|
|
2018
|
||||||||
Other (expense) income, net
|
$
|
103
|
|
|
$
|
192
|
|
|
|
$
|
5
|
|
|
$
|
62
|
|
Income tax (expense) benefit
|
(150
|
)
|
|
221
|
|
|
|
(7
|
)
|
|
(64
|
)
|
||||
Equity earnings
|
485
|
|
|
49
|
|
|
|
(5
|
)
|
|
(40
|
)
|
||||
Income from continuing operations, net of income tax
|
1,570
|
|
|
25
|
|
|
|
(10
|
)
|
|
(51
|
)
|
||||
Income from discontinued operations, net of income tax
|
292
|
|
|
137
|
|
|
|
1
|
|
|
1
|
|
||||
Earnings attributable to common shares
|
1,608
|
|
|
60
|
|
|
|
(4
|
)
|
|
(24
|
)
|
|
|
|
|
|
AVAILABLE FUNDS AT SEPTEMBER 30, 2019
|
|||||||||||
(Dollars in millions)
|
|||||||||||
|
Sempra Energy
Consolidated
|
|
SDG&E
|
|
SoCalGas
|
||||||
Unrestricted cash and cash equivalents(1)
|
$
|
106
|
|
|
$
|
24
|
|
|
$
|
5
|
|
Available unused credit(2)(3)
|
4,232
|
|
|
1,500
|
|
|
642
|
|
(1)
|
Amounts at Sempra Energy Consolidated include $64 million held in non-U.S. jurisdictions. We discuss repatriation in Note 1 of the Notes to Condensed Consolidated Financial Statements.
|
(2)
|
Available unused credit is the total available on Sempra Energy’s, Sempra Global’s, SDG&E’s and SoCalGas’ credit facilities that we discuss in Note 7 of the Notes to Condensed Consolidated Financial Statements.
|
(3)
|
Because the commercial paper programs are supported by these lines, we reflect the amount of commercial paper outstanding as a reduction to the available unused credit.
|
▪
|
finance capital expenditures;
|
▪
|
meet liquidity requirements;
|
▪
|
fund dividends;
|
▪
|
fund new business or asset acquisitions or start-ups;
|
▪
|
fund capital contribution requirements;
|
▪
|
repay maturing long-term debt; and
|
▪
|
fund expenditures related to the natural gas leak at SoCalGas’ Aliso Canyon natural gas storage facility.
|
CASH PROVIDED BY OPERATING ACTIVITIES
|
||||||||||||||||
(Dollars in millions)
|
||||||||||||||||
|
Nine months ended
September 30, 2019 |
|
|
2019 change
|
|
|
Nine months ended
September 30, 2018 |
|||||||||
Sempra Energy Consolidated
|
$
|
2,118
|
|
|
|
$
|
(541
|
)
|
|
(20
|
)%
|
|
|
$
|
2,659
|
|
SDG&E
|
754
|
|
|
|
(477
|
)
|
|
(39
|
)
|
|
|
1,231
|
|
|||
SoCalGas
|
813
|
|
|
|
(69
|
)
|
|
(8
|
)
|
|
|
882
|
|
•
|
$323 million from SDG&E’s contribution to the Wildfire Fund in September 2019;
|
•
|
$74 million increase in net undercollected regulatory balancing accounts (including long-term amounts included in regulatory assets) at SDG&E in 2019 compared to a $247 million decrease in 2018;
|
•
|
$220 million higher income tax payments, net of refunds;
|
•
|
$106 million net decrease in Reserve for Aliso Canyon Costs in 2019 compared to a $57 million net increase in 2018. The $106 million net decrease in 2019 includes $150 million of cash paid, offset by $44 million of additional accruals;
|
▪
|
$148 million decrease in accounts payable in 2019 compared to a $2 million increase in 2018;
|
▪
|
$57 million increase in net undercollected regulatory balancing accounts (including long-term amounts included in regulatory assets) at SoCalGas in 2019 compared to a $53 million decrease in 2018; and
|
▪
|
$8 million increase in interest payable in 2019 compared to a $79 million increase in 2018; offset by
|
▪
|
$202 million higher net income, adjusted for noncash items included in earnings, in 2019 compared to 2018;
|
▪
|
$205 million decrease in accounts receivable in 2019 compared to a $15 million decrease in 2018;
|
▪
|
$107 million net decrease in Insurance Receivable for Aliso Canyon Costs in 2019 compared to a $56 million net increase in 2018. The $107 million net decrease in 2019 includes $149 million in insurance proceeds received, offset by $44 million of additional accruals;
|
▪
|
$153 million higher distributions of earnings from Oncor Holdings; and
|
▪
|
$112 million higher intercompany activities with discontinued operations.
|
•
|
$323 million contribution to the Wildfire Fund in September 2019; and
|
•
|
$74 million increase in net undercollected regulatory balancing accounts (including long-term amounts included in regulatory assets) in 2019 compared to a $247 million decrease in 2018; offset by
|
▪
|
$57 million increase in accounts receivable in 2019 compared to a $144 million increase in 2018; and
|
▪
|
$50 million higher net income, adjusted for noncash items included in earnings, in 2019 compared to 2018.
|
▪
|
$192 million decrease in accounts payable in 2019 compared to a $19 million decrease in 2018;
|
▪
|
$106 million net decrease in Reserve for Aliso Canyon Costs in 2019 compared to a $57 million net increase in 2018. The $106 million net decrease in 2019 includes $150 million of cash paid, offset by $44 million of additional accruals; and
|
▪
|
$57 million increase in net undercollected regulatory balancing accounts (including long-term amounts included in regulatory assets) in 2019 compared to a $53 million decrease in 2018; offset by
|
▪
|
$107 million net decrease in Insurance Receivable for Aliso Canyon Costs in 2019 compared to a $56 million net increase in 2018. The $107 million net decrease in 2019 includes $149 million in insurance proceeds received, offset by $44 million of additional accruals;
|
▪
|
$115 million higher net income, adjusted for noncash items included in earnings, in 2019 compared to 2018; and
|
▪
|
$301 million decrease in accounts receivable in 2019 compared to a $196 million decrease in 2018.
|
CASH USED IN INVESTING ACTIVITIES
|
|||||||||||||||
(Dollars in millions)
|
|||||||||||||||
|
Nine months ended September 30, 2019
|
|
|
2019 change
|
|
|
Nine months ended September 30, 2018
|
||||||||
Sempra Energy Consolidated
|
(3,439
|
)
|
|
|
$
|
(9,353
|
)
|
|
(73
|
)%
|
|
|
$
|
(12,792
|
)
|
SDG&E
|
(1,097
|
)
|
|
|
(97
|
)
|
|
(8
|
)
|
|
|
(1,194
|
)
|
||
SoCalGas
|
(1,018
|
)
|
|
|
(191
|
)
|
|
(16
|
)
|
|
|
(1,209
|
)
|
▪
|
$9.57 billion paid, including $9.45 billion of Merger Consideration, for the acquisition of our investment in Oncor Holdings in March 2018, as we discuss in Note 5 of the Notes to Condensed Consolidated Financial Statements;
|
▪
|
$583 million dividends received from the Peruvian businesses in discontinued operations;
|
▪
|
$569 million net proceeds from the April 2019 sale of Sempra Renewables’ remaining wind assets and investments;
|
▪
|
$327 million net proceeds from the February 2019 sale of Sempra LNG’s non-utility natural gas storage assets;
|
▪
|
$129 million dividends received from the Chilean businesses in discontinued operations;
|
▪
|
$65 million lower advances to unconsolidated affiliates; and
|
▪
|
$64 million decrease in capital expenditures; offset by
|
▪
|
$1.1 billion higher contributions to Oncor Holdings, primarily to fund Oncor’s purchase of InfraREIT in May 2019;
|
▪
|
$583 million contributions to the Peruvian businesses in discontinued operations;
|
▪
|
$394 million contributions to the Chilean businesses in discontinued operations; and
|
▪
|
$102 million paid for the acquisition of our investment in Sharyland Holdings in May 2019.
|
▪
|
$123 million decrease in capital expenditures; offset by
|
▪
|
$25 million increase in net advances to Sempra Energy in 2019.
|
▪
|
$108 million decrease in capital expenditures; and
|
▪
|
$88 million increase in net advances to Sempra Energy in 2018.
|
EXPENDITURES FOR PROPERTY, PLANT AND EQUIPMENT
|
|||||||
(Dollars in millions)
|
|||||||
|
Nine months ended September 30,
|
||||||
|
2019
|
|
2018
|
||||
SDG&E:
|
|
|
|
||||
Improvements to electric and natural gas distribution systems, including certain pipeline safety
|
|
|
|
|
|
||
and generation systems, plant and equipment
|
$
|
741
|
|
|
$
|
811
|
|
PSEP
|
22
|
|
|
13
|
|
||
Improvements to electric transmission systems
|
308
|
|
|
370
|
|
||
SoCalGas:
|
|
|
|
|
|
||
Improvements to natural gas distribution, transmission and storage systems, and for certain
|
|
|
|
||||
pipeline safety
|
886
|
|
|
1,007
|
|
||
PSEP
|
133
|
|
|
120
|
|
||
Sempra Mexico:
|
|
|
|
|
|
||
Construction of liquid fuels terminal
|
139
|
|
|
53
|
|
||
Construction of natural gas pipeline projects and other capital expenditures
|
100
|
|
|
78
|
|
||
Construction of renewables projects
|
181
|
|
|
124
|
|
||
Sempra Renewables:
|
|
|
|
||||
Construction costs for wind and solar projects
|
2
|
|
|
46
|
|
||
Sempra LNG:
|
|
|
|
|
|
||
LNG liquefaction development costs
|
74
|
|
|
17
|
|
||
Other
|
—
|
|
|
2
|
|
||
Parent and other
|
4
|
|
|
13
|
|
||
Total
|
$
|
2,590
|
|
|
$
|
2,654
|
|
CASH FLOWS FROM FINANCING ACTIVITIES
|
|||||||||||||
(Dollars in millions)
|
|||||||||||||
|
Nine months ended
September 30, 2019 |
|
|
2019 change
|
|
|
Nine months ended September 30, 2018
|
||||||
Sempra Energy Consolidated
|
$
|
1,575
|
|
|
|
$
|
(8,490
|
)
|
|
|
$
|
10,065
|
|
SDG&E
|
330
|
|
|
|
352
|
|
|
|
(22
|
)
|
|||
SoCalGas
|
192
|
|
|
|
(131
|
)
|
|
|
323
|
|
▪
|
$5.2 billion lower issuances of debt with maturities greater than 90 days, including:
|
◦
|
$4.8 billion for long-term debt ($1.5 billion in 2019 compared to $6.3 billion in 2018 primarily to fund the acquisition of our investment in Oncor Holdings), and
|
◦
|
$387 million for commercial paper and other short-term debt ($1.8 billion in 2019 compared to $2.1 billion in 2018);
|
▪
|
$2.3 billion proceeds, net of $41 million in offering costs, from issuances of mandatory convertible preferred stock in 2018;
|
▪
|
$757 million proceeds, net of $13 million in offering costs, from the issuances of common stock in 2019, compared to $2.3 billion proceeds, net of $41 million in offering costs, in 2018; and
|
▪
|
$128 million decrease in loans from discontinued operations in 2019 compared to a $70 million increase in 2018; offset by
|
▪
|
$336 million lower payments of debt with maturities greater than 90 days and finance leases, including:
|
◦
|
$333 million for commercial paper and other short-term debt ($1.2 billion in 2019 compared to $1.5 billion in 2018), and
|
◦
|
$3 million for long-term debt and finance leases ($1.3 billion in both 2019 and 2018);
|
▪
|
$888 million increase in short-term debt in 2019 compared to a $715 million increase in 2018;
|
▪
|
$175 million contribution from OMEC LLC; and
|
▪
|
$85 million lower distributions to NCI in 2019.
|
▪
|
$322 million equity contribution from Sempra Energy in 2019; and
|
▪
|
$175 million contribution from OMEC LLC in 2019; offset by
|
▪
|
$291 million decrease in short-term debt in 2019 compared to a $205 million decrease in 2018; and
|
▪
|
$65 million higher payments of long-term debt and finance leases in 2019.
|
▪
|
$600 million lower issuances of long-term debt in 2019; and
|
▪
|
$148 million decrease in short-term debt in 2019 compared to a $116 million decrease in 2018; offset by
|
▪
|
$496 million lower payments of long-term debt and finance leases in 2019.
|
|
|
|
|
|
CAPITAL PROJECTS PENDING REGULATORY RESOLUTION – SDG&E
|
||||
|
|
|
|
|
Project description
|
Estimated capital cost
(in millions)
|
|
Status
|
|
Electric Vehicle Charging
|
|
|
|
|
§
|
January 2018 application, pursuant to SB 350, to make investments to support medium-duty and heavy-duty electric vehicles with an estimated implementation cost of $34 million of O&M.
|
$121
|
§
|
In August 2019, the CPUC issued a final decision approving the settlement agreement filed in November 2018.
|
Energy Storage Projects
|
|
|
|
|
§
|
February 2018 application, pursuant to AB 2868, to make investments to accelerate the widespread deployment of distributed energy storage systems. SDG&E’s application requests approval of 100 MW of utility-owned energy storage.
|
$161
|
§
|
In June 2019, the CPUC declined to approve SDG&E’s application and provided guidance on future solicitations and filings for energy storage resources.
|
▪
|
Electric Rate Reform – California Assembly Bill 327
|
▪
|
Potential Impacts of Community Choice Aggregation and Direct Access
|
▪
|
Renewable Energy Procurement
|
▪
|
Local Community Mitigation Efforts
|
▪
|
Civil and Criminal Litigation
|
▪
|
Regulatory Proceedings
|
▪
|
Governmental Investigations and Orders and Additional Regulation
|
▪
|
Insurance
|
JOINT CAPITAL PROJECTS PENDING REGULATORY RESOLUTION – CALIFORNIA UTILITIES
|
||||
|
|
|
|
|
Project description
|
Estimated capital cost
(in millions)
|
|
Status
|
|
Line 1600 Test or Replacement Project
|
||||
§
|
Pursuant to a CPUC order, in September 2018, SDG&E and SoCalGas submitted a plan to the CPUC to address Line 1600 PSEP requirements by replacing 37 miles of Line 1600 predominately in populated areas and testing 13 miles of Line 1600 in rural areas.
|
$671
|
§
|
In January 2019, the CPUC approved the proposed plan to address Line 1600 PSEP requirements. Cost recovery will be addressed in future GRCs.
|
§
|
Estimated O&M implementation cost of $45 million and cost to retire portions of Line 1600 of $14 million at SDG&E.
|
|
§
|
In May 2019, certain intervenors filed a petition to re-open the proceeding and review the proposed plan.
|
Mobile Home Park Utility Upgrade Program
|
|
|
|
|
§
|
In April 2018, the CPUC opened an OIR to evaluate the Mobile Home Park Program to convert eligible units to direct utility service and determine if it should be extended beyond the initial three-year pilot to a permanent program, and if extended, to adopt programmatic modifications.
|
$471 to $508
|
§
|
A final decision in the OIR is expected in the first half of 2020.
|
§
|
In March 2019, the CPUC issued a resolution approving the extension of the pilot program through the earlier of 2021 or the issuance of a CPUC decision on pending proceedings.
|
|
|
|
PIPELINE SAFETY ENHANCEMENT PLAN – COST SUMMARY
|
|
|
|||||||||||||
(Dollars in millions)
|
|
|
|||||||||||||
|
2011 through September 30, 2019
|
||||||||||||||
|
Total
invested(1)
|
|
CPUC review
completed(2)
|
|
CPUC review
pending(3)
|
|
2019 and future applications(4)(5)
|
||||||||
Sempra Energy Consolidated:
|
|
|
|
|
|
|
|
||||||||
Capital
|
$
|
1,824
|
|
|
$
|
320
|
|
|
$
|
853
|
|
|
$
|
651
|
|
Operation and maintenance
|
221
|
|
|
96
|
|
|
85
|
|
|
40
|
|
||||
Total
|
$
|
2,045
|
|
|
$
|
416
|
|
|
$
|
938
|
|
|
$
|
691
|
|
SoCalGas:
|
|
|
|
|
|
|
|
||||||||
Capital
|
$
|
1,455
|
|
|
$
|
306
|
|
|
$
|
731
|
|
|
$
|
418
|
|
Operation and maintenance
|
210
|
|
|
95
|
|
|
78
|
|
|
37
|
|
||||
Total
|
$
|
1,665
|
|
|
$
|
401
|
|
|
$
|
809
|
|
|
$
|
455
|
|
SDG&E:
|
|
|
|
|
|
|
|
||||||||
Capital
|
$
|
369
|
|
|
$
|
14
|
|
|
$
|
122
|
|
|
$
|
233
|
|
Operation and maintenance
|
11
|
|
|
1
|
|
|
7
|
|
|
3
|
|
||||
Total
|
$
|
380
|
|
|
$
|
15
|
|
|
$
|
129
|
|
|
$
|
236
|
|
(1)
|
Excludes certain pressure testing and pipeline replacement costs incurred through September 30, 2019 that were not eligible for recovery based on prior CPUC decisions. Also excludes $57 million incurred for SDG&E’s Line 1600 Test or Replacement Project.
|
(2)
|
Includes costs approved in the 2017 Forecast Application and 2019 GRC FD.
|
(3)
|
Includes costs subject to the 2018 Reasonableness Review Application filed in November 2018, with a decision expected in 2020.
|
(4)
|
Remaining costs not the subject of prior applications are to be included in subsequent GRCs.
|
(5)
|
Authorized to recover 50 percent of the Phase 1 revenue requirement annually, subject to refund.
|
CAPITAL PROJECTS – SEMPRA MEXICO – GAS BUSINESS
|
||||
|
|
|
|
|
Project description
|
Our share of
estimated capital cost
(in millions)
|
|
Status
|
|
Sur de Texas-Tuxpan Marine Pipeline
|
|
|
|
|
§
|
IMG was awarded the right to build, own and operate the natural gas marine pipeline in June 2016 by the CFE.
|
$1,040
|
§
|
Commercial operation commenced in September 2019.
|
§
|
Natural gas transportation services agreement, denominated in U.S. dollars, for a 25-year term, plus another 10 years in accordance with September 2019 revised agreement.
|
|
§
|
Estimated capital cost increased from $992 million.
|
§
|
Sempra Mexico has a 40-percent interest in IMG, a JV with TC Energy, which owns the remaining 60-percent interest.
|
|
|
|
Terminals at Port of Veracruz, Puebla and Mexico City
|
|
|
|
|
§
|
Awarded a 20-year concession in July 2017 to build and operate a marine terminal in the Port of Veracruz in Mexico for the receipt, storage and delivery of liquid fuels.
|
$590 to $640
|
§
|
Change in expected commercial operation date to: first quarter of 2020.
|
§
|
Planned storage capacity of 2.1 million barrels.
|
|
§
|
Expected commercial operation date of two inland storage terminals: first quarter of 2020.
|
§
|
Working capacity of 1.4 million barrels of gasoline, diesel and jet fuel to supply the central region of Mexico.
|
|
|
|
§
|
IEnova will also build and operate two storage terminals located near Puebla and Mexico City, each with storage capacities of 650,000 barrels.
|
|
§
|
Estimated capital cost increased from $440 million.
|
§
|
Entered into three, long-term, U.S. dollar-denominated terminal services agreements in July 2017 with Valero Energy for the full capacity of the marine terminal and the two inland storage terminals.
|
|
|
|
§
|
Pursuant to these agreements, Valero Energy has the option to purchase a 50-percent interest in each of the three terminals after commencement of commercial operations, subject to approval by the Port of Veracruz, Comisión Federal de Electricidad (Federal Electricity Commission in Mexico), the Comisión Reguladora de Energía (Energy Regulatory Commission in Mexico) and other regulatory bodies.
|
|
|
|
Baja Refinados Terminal
|
|
|
|
|
§
|
Plan to develop, construct and operate a liquid fuels marine storage terminal within the La Jovita Energy Center, located 14 miles north of Ensenada, Baja California, Mexico.
|
$130
|
§
|
Change in expected commercial operation date to: second quarter of 2021.
|
§
|
Capacity of 1 million barrels of hydrocarbons, primarily gasoline and diesel, to increase fuel supply capacity and reliability in Baja California.
|
|
|
|
§
|
Fully contracted under two, long-term, U.S. dollar-denominated contracts for the receipt, storage and delivery of hydrocarbons with Chevron and BP. Chevron has the option to acquire 20 percent of the equity of the terminal after commercial operations begin.
|
|
|
|
Manzanillo Terminal
|
|
|
|
|
§
|
Plan to develop, construct and operate a marine terminal for the receipt, storage and delivery of refined products in Manzanillo, Colima.
|
$153 to $235
|
§
|
Expected commercial operation date: first quarter of 2021.
|
§
|
Increased storage capacity to 2.2 million barrels is fully contracted under long-term, U.S. dollar-denominated agreements with BP, Trafigura Mexico, S.A. de C.V. and Marathon Petroleum Corporation.
|
|
§
|
Minimum estimated capital cost increased from $149 million due to increase in Sempra Mexico’s ownership interest in the terminal from 52.4 percent.
|
§
|
Sempra Mexico has a 53.7-percent interest in TP Terminals, S. de. R.L. de C.V., a JV with Trafigura Mexico, S.A. de C.V., which owns the remaining 46.3-percent interest. Sempra Mexico has the option to increase its ownership interest up to 82.5 percent.
|
|
|
|
Ecogas
|
|
|
|
|
§
|
Expansion plan to connect approximately 40 thousand new customers in the next two years.
|
$78
|
§
|
Expected commercial operation dates: 2019 through 2021 as portions are completed.
|
CAPITAL PROJECTS – SEMPRA MEXICO – POWER BUSINESS
|
||||
|
|
|
|
|
Project description
|
Our share of
estimated capital cost
(in millions)
|
|
Status
|
|
La Rumorosa Solar Complex
|
|
|
|
|
§
|
Awarded 41-MW photovoltaic solar energy project located in Baja California, Mexico, in an auction conducted by Mexico’s National Center of Electricity Control (Centro Nacional de Control de Energía) in September 2016.
|
$50
|
§
|
Commercial operation commenced in June 2019.
|
§
|
Contracted by the CFE under a 15-year renewable energy agreement and a 20-year clean energy certificate agreement, denominated in U.S. dollars.
|
|
|
|
Tepezalá Solar Complex
|
|
|
|
|
§
|
Awarded 100-MW photovoltaic solar energy project located in Aguascalientes, Mexico, in an auction conducted by Mexico’s National Center of Electricity Control in September 2016.
|
$100
|
§
|
Change in expected commercial operation date to: fourth quarter of 2019.
|
§
|
Contracted by the CFE under 15-year renewable energy and capacity agreements and a 20-year clean energy certificate agreement, denominated in U.S. dollars.
|
|
§
|
Estimated capital cost increased from $90 million.
|
§
|
Trina Solar owns a 10-percent interest in the project. Sempra Mexico has the option to purchase, and Trina Solar has the option to sell, Trina Solar’s ownership interest within 30 days after the commercial operation date.
|
|
|
|
Energía Sierra Juárez 2
|
|
|
|
|
§
|
108-MW wind power generation facility, located in La Rumorosa, Baja California.
|
$150
|
§
|
Change in expected commercial operation date to: second quarter of 2021.
|
§
|
Entered into a 20-year, U.S. dollar denominated PPA with SDG&E in November 2017.
|
|
§
|
Pending FERC approval.
|
§
|
Received CPUC approval in December 2017.
|
|
|
|
Border Solar
|
|
|
|
|
§
|
150-MW photovoltaic solar energy project located in Juárez, Chihuahua, Mexico.
|
$160
|
§
|
Expected commercial operation date: fourth quarter of 2020.
|
§
|
Contracted under long-term, U.S. dollar-denominated, clean energy supply contracts with Comercializadora Círculo CCK, S.A. de C.V., El Puerto de Liverpool, S.A.B. de C.V. and Envases Universales de México, S.A.P.I. de C.V.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NOMINAL AMOUNT OF DEBT(1)
|
|||||||||||||||||||||||
(Dollars in millions)
|
|||||||||||||||||||||||
|
September 30, 2019
|
|
December 31, 2018
|
||||||||||||||||||||
|
Sempra Energy
Consolidated
|
|
SDG&E
|
|
SoCalGas
|
|
Sempra Energy
Consolidated
|
|
SDG&E
|
|
SoCalGas
|
||||||||||||
Short-term:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
California Utilities
|
$
|
108
|
|
|
$
|
—
|
|
|
$
|
108
|
|
|
$
|
547
|
|
|
$
|
291
|
|
|
$
|
256
|
|
Other
|
3,483
|
|
|
—
|
|
|
—
|
|
|
1,477
|
|
|
—
|
|
|
—
|
|
||||||
Long-term:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
California Utilities fixed-rate
|
$
|
8,950
|
|
|
$
|
5,141
|
|
|
$
|
3,809
|
|
|
$
|
8,377
|
|
|
$
|
4,918
|
|
|
$
|
3,459
|
|
California Utilities variable-rate
|
—
|
|
|
—
|
|
|
—
|
|
|
78
|
|
|
78
|
|
|
—
|
|
||||||
Other fixed-rate
|
11,867
|
|
|
—
|
|
|
—
|
|
|
10,804
|
|
|
—
|
|
|
—
|
|
||||||
Other variable-rate
|
747
|
|
|
—
|
|
|
—
|
|
|
2,091
|
|
|
—
|
|
|
—
|
|
(1)
|
After the effects of interest rate swaps. Before the effects of acquisition-related fair value adjustments and reductions for unamortized discount and debt issuance costs, and excluding finance lease obligations and build-to-suit lease.
|
▪
|
Moody’s issuer rating was Baa1 with a negative outlook for Sempra Energy, Baa1 with a positive outlook for SDG&E and A1 with a negative outlook for SoCalGas;
|
▪
|
S&P’s issuer credit rating was BBB+ with a negative outlook for Sempra Energy, BBB+ with a stable outlook for SDG&E and A with a negative outlook for SoCalGas; and
|
▪
|
Fitch long-term issuer default rating was BBB+ with a stable outlook for Sempra Energy, BBB+ with a stable outlook for SDG&E and A with a stable outlook for SoCalGas.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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: November 1, 2019
|
|
By: /s/ Peter R. Wall
|
|
|
Peter R. Wall
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: November 1, 2019
|
|
By: /s/ Bruce A. Folkmann
|
|
|
Bruce A. Folkmann
Senior 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: November 1, 2019
|
|
By: /s/ Mia L. DeMontigny
|
|
|
Mia L. DeMontigny
Vice President, Controller, Chief Financial Officer and Chief Accounting Officer
|
|
SEMPRA ENERGY
|
|
|
|
|
|
|
|
|
/s/ Randall L. Clark
|
|
|
Randall L. Clark
|
|
|
Deputy General Counsel and Chief Human Resources Officer
|
|
|
|
|
|
August 3, 2019
|
|
|
Date
|
|
|
|
|
|
EXECUTIVE
|
|
|
|
|
|
/s/ George W. Bilicic
|
|
|
George W. Bilicic
|
|
|
Group President
|
|
|
|
|
|
August 1, 2019
|
|
|
Date
|
|
|
|
|
1.
|
I have reviewed this report on Form 10-Q of Sempra Energy;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report, based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
November 1, 2019
|
/s/ J. Walker Martin
|
|
J. Walker Martin
|
|
Chief Executive Officer
|
1.
|
I have reviewed this report on Form 10-Q of Sempra Energy;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report, based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
November 1, 2019
|
/s/ Trevor I. Mihalik
|
|
Trevor I. Mihalik
|
|
Chief Financial Officer
|
1.
|
I have reviewed this report on Form 10-Q of San Diego Gas & Electric Company;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report, based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
November 1, 2019
|
/s/ Kevin C. Sagara
|
|
Kevin C. Sagara
|
|
Chief Executive Officer
|
1.
|
I have reviewed this report on Form 10-Q of San Diego Gas & Electric Company;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report, based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
November 1, 2019
|
/s/ Bruce A. Folkmann
|
|
Bruce A. Folkmann
|
|
Chief Financial Officer
|
1.
|
I have reviewed this report on Form 10-Q of Southern California Gas Company;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report, based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
November 1, 2019
|
/s/ J. Bret Lane
|
|
J. Bret Lane
|
|
Chief Executive Officer
|
1.
|
I have reviewed this report on Form 10-Q of Southern California Gas Company;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report, based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
November 1, 2019
|
/s/ Mia L. DeMontigny
|
|
Mia L. DeMontigny
|
|
Chief Financial Officer
|
(i)
|
the Quarterly Report on Form 10-Q of the Company filed with the Securities and Exchange Commission for the quarter ended September 30, 2019 (the "Quarterly Report") fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and
|
(ii)
|
the information contained in the Quarterly Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
November 1, 2019
|
/s/ J. Walker Martin
|
|
J. Walker Martin
|
|
Chief Executive Officer
|
(i)
|
the Quarterly Report on Form 10-Q of the Company filed with the Securities and Exchange Commission for the quarter ended September 30, 2019 (the "Quarterly Report") fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and
|
(ii)
|
the information contained in the Quarterly Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
November 1, 2019
|
/s/ Trevor I. Mihalik
|
|
Trevor I. Mihalik
|
|
Chief Financial Officer
|
(i)
|
the Quarterly Report on Form 10-Q of the Company filed with the Securities and Exchange Commission for the quarter ended September 30, 2019 (the "Quarterly Report") fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and
|
(ii)
|
the information contained in the Quarterly Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
November 1, 2019
|
/s/ Kevin C. Sagara
|
|
Kevin C. Sagara
|
|
Chief Executive Officer
|
(i)
|
the Quarterly Report on Form 10-Q of the Company filed with the Securities and Exchange Commission for the quarter ended September 30, 2019 (the "Quarterly Report") fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and
|
(ii)
|
the information contained in the Quarterly Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
November 1, 2019
|
/s/ Bruce A. Folkmann
|
|
Bruce A. Folkmann
|
|
Chief Financial Officer
|
(i)
|
the Quarterly Report on Form 10-Q of the Company filed with the Securities and Exchange Commission for the quarter ended September 30, 2019 (the "Quarterly Report") fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and
|
(ii)
|
the information contained in the Quarterly Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
November 1, 2019
|
/s/ J. Bret Lane
|
|
J. Bret Lane
|
|
Chief Executive Officer
|
(i)
|
the Quarterly Report on Form 10-Q of the Company filed with the Securities and Exchange Commission for the quarter ended September 30, 2019 (the "Quarterly Report") fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and
|
(ii)
|
the information contained in the Quarterly Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
November 1, 2019
|
/s/ Mia L. DeMontigny
|
|
Mia L. DeMontigny
|
|
Chief Financial Officer
|