Cover and table of contents

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

FORM 10-K

(Mark One)
☒			ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
			For the fiscal year ended																		December 31, 2022
			or
☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
			For the transition period from																					to

Commission File No.			Exact Name of Registrants as Specified in their Charters, Address and Telephone Number									State of Incorporation			I.R.S. Employer Identification Nos.
1-14201			SEMPRA ENERGY									California			33-0732627
			488 8th Avenue
			San Diego, California 92101
			(619) 696-2000
1-03779			SAN DIEGO GAS & ELECTRIC COMPANY									California			95-1184800
			8330 Century Park Court
			San Diego, California 92123
			(619) 696-2000
1-01402			SOUTHERN CALIFORNIA GAS COMPANY									California			95-1240705
			555 West 5th Street
			Los Angeles, California 90013
			(213) 244-1200

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Title of Each Class			Trading Symbol			Name of Each Exchange on Which Registered
SEMPRA ENERGY:
Common Stock, without par value			SRE			New York Stock Exchange
5.75% Junior Subordinated Notes Due 2079, $25 par value			SREA			New York Stock Exchange
SAN DIEGO GAS & ELECTRIC COMPANY:
None
SOUTHERN CALIFORNIA GAS COMPANY:
None

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
Title of Each Class
SEMPRA ENERGY:
None
SAN DIEGO GAS & ELECTRIC COMPANY:
None
SOUTHERN CALIFORNIA GAS COMPANY:
6% Preferred Stock, $25 par value
6% Preferred Stock, Series A, $25 par value

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

Sempra Energy:
☒ Large Accelerated Filer			☐ Accelerated Filer			☐ Non-accelerated Filer			☐ Smaller Reporting Company			☐ Emerging Growth Company
San Diego Gas & Electric Company:
☐ Large Accelerated Filer			☐ Accelerated Filer			☒ Non-accelerated Filer			☐ Smaller Reporting Company			☐ Emerging Growth Company
Southern California Gas Company:
☐ Large Accelerated Filer			☐ Accelerated Filer			☒ Non-accelerated Filer			☐ Smaller Reporting Company			☐ Emerging Growth Company

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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Sempra Energy									☐
San Diego Gas & Electric Company									☐
Southern California Gas Company									☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act by the registered public accounting firm that prepared or issued its audit report.
Sempra Energy									☒
San Diego Gas & Electric Company									☒
Southern California Gas Company									☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.
Sempra Energy						Yes ☐			No ☐
San Diego Gas & Electric Company						Yes ☐			No ☐
Southern California Gas Company						Yes ☐			No ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).
Sempra Energy						Yes ☐			No ☐
San Diego Gas & Electric Company						Yes ☐			No ☐
Southern California Gas Company						Yes ☐			No ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Sempra Energy						Yes ☐			No ☒
San Diego Gas & Electric Company						Yes ☐			No ☒
Southern California Gas Company						Yes ☐			No ☒

Aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of June 30, 2022:
Sempra Energy			$47.2 billion (based on the price at which the common equity was last sold as of the last business day of the most recently completed second fiscal quarter)
San Diego Gas & Electric Company			$0
Southern California Gas Company			$0

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Common Stock outstanding, without par value, as of February 21, 2023:

Sempra Energy			314,569,519 shares
San Diego Gas & Electric Company			Wholly owned by Enova Corporation, which is wholly owned by Sempra Energy
Southern California Gas Company			Wholly owned by Pacific Enterprises, which is wholly owned by Sempra Energy
SAN DIEGO GAS & ELECTRIC COMPANY MEETS THE CONDITIONS OF GENERAL INSTRUCTIONS I(1)(a) AND (b) OF FORM 10-K AND IS THEREFORE FILING THIS REPORT WITH A REDUCED DISCLOSURE FORMAT AS PERMITTED BY GENERAL INSTRUCTION I(2).

DOCUMENTS INCORPORATED BY REFERENCE:
Portions of the Sempra Energy proxy statement to be filed for its May 2023 annual meeting of shareholders are incorporated by reference into Part III of this annual report on Form 10-K.
Portions of the Southern California Gas Company information statement to be filed for its May 2023 annual meeting of shareholders are incorporated by reference into Part III of this annual report on Form 10-K.

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SEMPRA ENERGY FORM 10-K
SAN DIEGO GAS & ELECTRIC COMPANY FORM 10-K
SOUTHERN CALIFORNIA GAS COMPANY FORM 10-K
TABLE OF CONTENTS
						Page
Glossary						6
Information Regarding Forward-Looking Statements						10
Summary of Risk Factors						11
PART I
Item 1.			Business			13
Item 1A.			Risk Factors			36
Item 1B.			Unresolved Staff Comments			59
Item 2.			Properties			59
Item 3.			Legal Proceedings			59
Item 4.			Mine Safety Disclosures			60
PART II
Item 5.			Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities			60
Item 6.			(Reserved)			60
Item 7.			Management’s Discussion and Analysis of Financial Condition and Results of Operations			60
			Overview			60
			Results of Operations			61
			Capital Resources and Liquidity			70
			Critical Accounting Estimates			87
Item 7A.			Quantitative and Qualitative Disclosures About Market Risk			91
Item 8.			Financial Statements and Supplementary Data			94
Item 9.			Changes in and Disagreements With Accountants on Accounting and Financial Disclosure			94
Item 9A.			Controls and Procedures			94
Item 9B.			Other Information			99
Item 9C.			Disclosure Regarding Foreign Jurisdictions that Prevent Inspections			99
PART III
Item 10.			Directors, Executive Officers and Corporate Governance			99
Item 11.			Executive Compensation			99
Item 12.			Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters			99
Item 13.			Certain Relationships and Related Transactions, and Director Independence			100
Item 14.			Principal Accountant Fees and Services			101
PART IV
Item 15.			Exhibits and Financial Statement Schedules			102
Item 16.			Form 10-K Summary			112
Signatures						113
Index to Consolidated Financial Statements						F-1
Index to Condensed Financial Information of Parent						S-1

This combined Form 10-K is separately filed by Sempra Energy doing business as Sempra, San Diego Gas & Electric Company and Southern California Gas Company. Information contained herein relating to any one of these individual reporting entities is filed by such entity on its own behalf. Each such reporting entity makes statements herein only as to itself and its consolidated entities and makes no statement whatsoever as to any other entity.

You should read this report in its entirety as it pertains to each respective reporting entity. No one section of the report deals with all aspects of the subject matter. A separate Part II – Item 8 is provided for each reporting entity, except for the Notes to Consolidated Financial Statements, which are combined for all of the reporting entities. All Items other than Part II – Item 8 are combined for the three reporting entities.

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The following terms and abbreviations appearing in this report have the meanings indicated below.

GLOSSARY
AB			California Assembly Bill
ADIA			Black Silverback ZC 2022 LP (assignee of Black River B 2017 Inc.), a wholly owned affiliate of Abu Dhabi Investment Authority
AFUDC			allowance for funds used during construction
AOCI			accumulated other comprehensive income (loss)
ARO			asset retirement obligation
ASC			Accounting Standards Codification
ASEA			Agencia de Seguridad, Energía y Ambiente (Mexico’s National Agency for Industrial Safety and Environmental Protection)
ASR			accelerated share repurchase
ASU			Accounting Standards Update
Bcf			billion cubic feet
Bechtel			Bechtel Energy Inc. (formerly known as Bechtel Oil, Gas and Chemicals, Inc.)
bps			basis points
Cameron LNG JV			Cameron LNG Holdings, LLC
Cameron LNG Phase 1 facility			Cameron LNG JV liquefaction facility
Cameron LNG Phase 2 project			Cameron LNG JV liquefaction expansion project
CARB			California Air Resources Board
CCA			Community Choice Aggregation
CCM			cost of capital adjustment mechanism
CEC			California Energy Commission
CFE			Comisión Federal de Electricidad (Mexico’s Federal Electricity Commission)
CFIN			Cameron LNG FINCO, LLC, a wholly owned and unconsolidated affiliate of Cameron LNG JV
Chilquinta Energía			Chilquinta Energía, S.A. and its subsidiaries
CNBV			Comisión Nacional Bancaria y de Valores (Mexico’s National Banking and Securities Commission)
COVID-19			coronavirus disease 2019
CPUC			California Public Utilities Commission
CRE			Comisión Reguladora de Energía (Mexico’s Energy Regulatory Commission)
CRR			congestion revenue right
DA			Direct Access
DEN			Ductos y Energéticos del Norte, S. de R.L. de C.V.
DER			distributed energy resources
DOE			U.S. Department of Energy
DOT			U.S. Department of Transportation
DWR			California Department of Water Resources
ECA LNG			ECA LNG Phase 1 and ECA LNG Phase 2, collectively
ECA LNG Phase 1			ECA LNG Holdings B.V.
ECA LNG Phase 2			ECA LNG II Holdings B.V.
ECA Regas Facility			Energía Costa Azul, S. de R.L. de C.V. LNG regasification facility
Ecogas			Ecogas México, S. de R.L. de C.V.
Edison			Southern California Edison Company, a subsidiary of Edison International
EFH			Energy Future Holdings Corp. (renamed Sempra Texas Holdings Corp.)
Eletrans			Eletrans S.A., Eletrans II S.A. and Eletrans III S.A., collectively
Enova			Enova Corporation
EPA			U.S. Environmental Protection Agency
EPC			engineering, procurement and construction
EPS			earnings (losses) per common share
ERCOT			Electric Reliability Council of Texas, Inc., the independent system operator and the regional coordinator of various electricity systems within Texas
ERR			eligible renewable energy resource
ESJ			Energía Sierra Juárez, S. de R.L. de C.V.
ETR			effective income tax rate
Exchange Act			Securities Exchange Act of 1934, as amended
FEED			front-end engineering design
FERC			Federal Energy Regulatory Commission

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GLOSSARY (CONTINUED)
Fitch			Fitch Ratings, Inc.
FTA			Free Trade Agreement
Gazprom			Gazprom Marketing & Trading México S. de R.L. de C.V.
GCIM			Gas Cost Incentive Mechanism
GHG			greenhouse gas
GRC			General Rate Case
HMRC			His Majesty’s Revenue and Customs (United Kingdom’s Revenue and Customs Department)
HOA			Heads of Agreement
IEnova			Infraestructura Energética Nova, S.A.P.I. de C.V.
IEnova Pipelines			IEnova Pipelines, S. de R.L. de C.V.
IMG			Infraestructura Marina del Golfo
INEOS			INEOS Energy Trading Ltd., a subsidiary of INEOS Ltd.
IOU			investor-owned utility
IRA			Inflation Reduction Act of 2022
IRS			U.S. Internal Revenue Service
ISFSI			independent spent fuel storage installation
ISO			Independent System Operator
JV			joint venture
KKR			KKR Pinnacle Investor L.P. (as successor-in-interest to KKR Pinnacle Aggregator L.P.), an affiliate of Kohlberg Kravis Roberts & Co. L.P.
kV			kilovolt
kW			kilowatt
kWh			kilowatt hour
LA Superior Court			Los Angeles County Superior Court
Leak			the leak at the SoCalGas Aliso Canyon natural gas storage facility injection-and-withdrawal well, SS25, discovered by SoCalGas on October 23, 2015
LIBOR			London Interbank Offered Rate
LNG			liquefied natural gas
LPG			liquid petroleum gas
LTIP			long-term incentive plan
Luz del Sur			Luz del Sur S.A.A. and its subsidiaries
MD&A			Management’s Discussion and Analysis of Financial Condition and Results of Operations
Mexican Stock Exchange			Bolsa Mexicana de Valores, S.A.B. de C.V., or BMV
MMBtu			million British thermal units (of natural gas)
MMcf			million cubic feet
Moody’s			Moody’s Investors Service, Inc.
MOU			Memorandum of Understanding
Mtpa			million tonnes per annum
MW			megawatt
MWh			megawatt hour
NAV			net asset value
NCI			noncontrolling interest(s)
NDT			nuclear decommissioning trusts
NEIL			Nuclear Electric Insurance Limited
NEM			net energy metering
NOL			net operating loss
NRC			Nuclear Regulatory Commission
NYSE			New York Stock Exchange
O&M			operation and maintenance expense
OCI			other comprehensive income (loss)
OEIS			Office of Energy Infrastructure Safety
OII			Order Instituting Investigation
Oncor			Oncor Electric Delivery Company LLC
Oncor Holdings			Oncor Electric Delivery Holdings Company LLC
ORLEN			Polski Koncern Naftowy Orlen S.A. (formerly Polish Oil & Gas Company)

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GLOSSARY (CONTINUED)
OSC			Order to Show Cause
PA LNG Phase 1 project			initial phase of the Port Arthur LNG liquefaction project
PA LNG Phase 2 project			second phase of the Port Arthur LNG liquefaction project
PA LNG projects			PA LNG Phase 1 project and PA LNG Phase 2 project, collectively
PBOP			postretirement benefits other than pension
PE			Pacific Enterprises
PEMEX			Petróleos Mexicanos (Mexican state-owned oil company)
PG&E			Pacific Gas and Electric Company
PHMSA			Pipeline and Hazardous Materials Safety Administration
PP&E			property, plant and equipment
PPA			power purchase agreement
PRP			Potentially Responsible Party
PUCT			Public Utility Commission of Texas
PURA			Texas Public Utility Regulatory Act
PXiSE			PXiSE Energy Solutions, LLC
Rating Agencies			Moody’s, S&P and Fitch, collectively
RBS			The Royal Bank of Scotland plc
RBS SEE			RBS Sempra Energy Europe
RBS Sempra Commodities			RBS Sempra Commodities LLP
REC			renewable energy certificate
ROE			return on equity
ROU			right-of-use
RPS			Renewables Portfolio Standard
RSU			restricted stock unit
S&P			S&P Global Ratings, a division of S&P Global Inc.
SB			California Senate Bill
SDG&E			San Diego Gas & Electric Company
SDSRA			Senior Debt Service Reserve Account
SEC			U.S. Securities and Exchange Commission
SED			Safety and Enforcement Division of the CPUC
SEDATU			Secretaría de Desarrollo Agrario, Territorial y Urbano (Mexico’s agency in charge of agriculture, land and urban development)
Sempra			Sempra Energy doing business as Sempra, together with its consolidated entities unless otherwise stated or indicated by the context
Sempra California			San Diego Gas & Electric Company and Southern California Gas Company, collectively
Sempra Global			Sempra Global, which was renamed Sempra Infrastructure Partners, LP on September 30, 2021
SENER			Secretaría de Energía de México (Mexico’s Ministry of Energy)
series A preferred stock			6% mandatory convertible preferred stock, series A
series B preferred stock			6.75% mandatory convertible preferred stock, series B
series C preferred stock			Sempra’s 4.875% fixed-rate reset cumulative redeemable perpetual preferred stock, series C
Sharyland Holdings			Sharyland Holdings, L.P.
Sharyland Utilities			Sharyland Utilities, L.L.C.
Shell Mexico			Shell México Gas Natural, S. de R.L. de C.V.
SI Partners			Sempra Infrastructure Partners, LP, the holding company for most of Sempra’s subsidiaries not subject to California or Texas utility regulation, which was formerly named Sempra Global before September 30, 2021
SoCalGas			Southern California Gas Company
SOFR			Secured Overnight Financing Rate
SONGS			San Onofre Nuclear Generating Station
SPA			sale and purchase agreement
Support Agreement			support agreement, dated July 28, 2020 and amended on June 29, 2021, among Sempra and Sumitomo Mitsui Banking Corporation
TAG			TAG Norte Holding, S. de R.L. de C.V.
Tangguh PSC			Tangguh PSC Contractors
TdM			Termoeléctrica de Mexicali
Technip Energies			TP Oil & Gas Mexico, S. De R.L. De C.V., an affiliate of Technip Energies N.V.
Tecnored			Tecnored S.A.

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GLOSSARY (CONTINUED)
Tecsur			Tecsur S.A.
TO5			Electric Transmission Owner Formula Rate, effective June 1, 2019
TTI			Texas Transmission Investment LLC
U.S. GAAP			generally accepted accounting principles in the United States of America
VaR			value at risk
VAT			value-added tax
Ventika			Ventika, S.A.P.I. de C.V. and Ventika II, S.A.P.I. de C.V., collectively
VIE			variable interest entity
Wildfire Fund			the fund established pursuant to AB 1054
Wildfire Legislation			AB 1054 and AB 111

References in this report to “we,” “our,” “us,” “our company” and “Sempra” are to Sempra and its consolidated entities, collectively, unless otherwise stated or indicated by the context. All references in this report to our reportable segments are not intended to refer to any legal entity with the same or similar name.

Throughout this report, we refer to the following as Consolidated Financial Statements and Notes to Consolidated Financial Statements when discussed together or collectively:

▪the Consolidated Financial Statements and related Notes of Sempra;

▪the Financial Statements and related Notes of SDG&E; and

▪the Financial Statements and related Notes of SoCalGas.

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INFORMATION REGARDING FORWARD-LOOKING STATEMENTS

We make statements in this report that constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on assumptions with respect to the future, involve risks and uncertainties, and are not guarantees. Future results may differ materially from those expressed or implied in any forward-looking statement. These forward-looking statements represent our estimates and assumptions only as of the filing date of this report. We assume no obligation to update or revise any forward-looking statement as a result of new information, future events or otherwise.

Forward-looking statements can be identified by words such as “believes,” “expects,” “intends,” “anticipates,” “contemplates,” “plans,” “estimates,” “projects,” “forecasts,” “should,” “could,” “would,” “will,” “confident,” “may,” “can,” “potential,” “possible,” “proposed,” “in process,” “construct,” “develop,” “opportunity,” “initiative,” “target,” “outlook,” “optimistic,” “maintain,” “continue,” “progress,” “advance,” “goal,” “aim,” “commit,” or similar expressions, or when we discuss our guidance, priorities, strategy, goals, vision, mission, opportunities, projections, intentions or expectations.

Factors, among others, that could cause actual results and events to differ materially from those expressed or implied in any forward-looking statement include risks and uncertainties relating to:

▪California wildfires, including that we may be found liable for damages regardless of fault and that we may not be able to recover all or a substantial portion of costs from insurance, the Wildfire Fund, rates from customers or a combination thereof

▪decisions, investigations, inquiries, regulations, issuances or revocations of permits or other authorizations, renewals of franchises, and other actions by (i) the CPUC, CRE, DOE, FERC, PUCT, and other governmental and regulatory bodies and (ii) the U.S., Mexico and states, counties, cities and other jurisdictions therein and in other countries in which we do business

▪the success of business development efforts, construction projects and acquisitions and divestitures, including risks in (i) being able to make a final investment decision, (ii) completing construction projects or other transactions on schedule and budget, (iii) realizing anticipated benefits from any of these efforts if completed, and (iv) obtaining the consent or approval of partners or other third parties, including governmental and regulatory bodies

▪litigation, arbitrations, property disputes and other proceedings, and changes to laws and regulations, including those related to the energy industry in Mexico

▪cybersecurity threats, including by state and state-sponsored actors, of ransomware or other attacks on our systems or the systems of third-parties with which we conduct business, including the energy grid or other energy infrastructure, all of which have become more pronounced due to recent geopolitical events, such as the war in Ukraine

▪our ability to borrow money on favorable terms and meet our debt service obligations, including due to (i) actions by credit rating agencies to downgrade our credit ratings or to place those ratings on negative outlook or (ii) rising interest rates and inflation

▪failure of foreign governments, state-owned entities and our counterparties to honor their contracts and commitments

▪the impact on affordability of SDG&E’s and SoCalGas’ customer rates and their cost of capital and on SDG&E’s, SoCalGas’ and Sempra Infrastructure’s ability to pass through higher costs to current and future customers due to (i) volatility in inflation, interest rates and commodity prices, (ii) with respect to SDG&E’s and SoCalGas’ businesses, the cost of the clean energy transition in California, (iii) with respect to SDG&E’s business, departing retail load resulting from additional customers transferring to CCA and DA, and (iv) with respect to Sempra Infrastructure’s business, volatility in foreign currency exchange rates

▪the impact of climate and sustainability policies, laws, rules, disclosures, and trends, including actions to reduce or eliminate reliance on natural gas, increased uncertainty in the political or regulatory environment for California natural gas distribution companies and the risk of nonrecovery for stranded assets

▪our ability to incorporate new technologies into our businesses, including those designed to support governmental and private party energy and climate goals

▪weather, natural disasters, pandemics, accidents, equipment failures, explosions, terrorism, information system outages or other events that disrupt our operations, damage our facilities or systems, cause the release of harmful materials, cause fires or subject us to liability for damages, fines and penalties, some of which may not be recoverable through regulatory mechanisms, may be disputed or not covered by insurers, or may impact our ability to obtain satisfactory levels of affordable insurance

▪the availability of electric power, natural gas and natural gas storage capacity, including disruptions caused by failures in the transmission grid, pipeline system or limitations on the withdrawal of natural gas from storage facilities

▪Oncor’s ability to eliminate or reduce its quarterly dividends due to regulatory and governance requirements and commitments, including by actions of Oncor’s independent directors or a minority member director

▪changes in tax and trade policies, laws and regulations, including tariffs, revisions to international trade agreements and sanctions, such as those that have been imposed and that may be imposed in the future in connection with the war in Ukraine,

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which may increase our costs, reduce our competitiveness, impact our ability to do business with certain counterparties, or impair our ability to resolve trade disputes

▪other uncertainties, some of which are difficult to predict and beyond our control

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

SUMMARY OF RISK FACTORS

There are a number of risks you should understand before making an investment decision in our securities or the securities of our subsidiaries. This summary is not intended to be complete and should only be read together with the information set forth in “Part I – Item 1A. Risk Factors” in this report. If any of these risks occurs, Sempra’s and its subsidiaries’ results of operations, financial condition, cash flows and/or prospects could be materially adversely affected, and the trading price of Sempra’s securities and those of its subsidiaries could decline. These risks include the following:

Risks Related to Sempra

▪Sempra’s cash flows, ability to pay dividends and ability to meet its debt obligations largely depend on the performance of its subsidiaries and entities accounted for as equity method investments

▪The economic interest, voting rights and market value of our outstanding common and preferred stock may be adversely affected by any additional equity securities we may issue

Risks Related to All Sempra Businesses

▪Our businesses are subject to risks arising from their infrastructure and information systems

▪Severe weather, natural disasters and other similar events could materially adversely affect us

▪Our debt service obligations expose us to risks and could require additional equity securities issuances by Sempra and sales of equity interests in various subsidiaries or projects under development

▪The availability and cost of debt or equity financing could be negatively affected by market and economic conditions and other factors, and any such effects could materially adversely affect us

▪Credit rating agencies may downgrade our credit ratings or place those ratings on negative outlook

▪Our businesses require numerous permits, licenses, franchises and other approvals from various governmental agencies, and the failure to obtain or maintain any of them, or lengthy delays in obtaining them, could materially adversely affect us

▪Our businesses face climate change concerns and have environmental compliance and clean energy transition costs, which could have a material adverse effect on us

▪Our businesses are subject to numerous governmental regulations and complex tax and accounting requirements and may be materially adversely affected by them or any changes to them

Risks Related to Sempra California

▪Wildfires in California pose risks to Sempra California (particularly SDG&E) and Sempra

▪The electricity industry is undergoing significant change, including increased deployment of DER, technological advancements, and political and regulatory developments

▪Natural gas and natural gas storage have increasingly been the subject of political and public scrutiny, including a desire by some to reduce or eliminate reliance on natural gas as an energy source

▪SDG&E and SoCalGas are subject to extensive regulation by federal, state and local legislative and regulatory authorities, which may materially adversely affect Sempra, SDG&E and SoCalGas

Risks Related to Sempra Texas Utilities

▪Certain ring-fencing measures, governance mechanisms and commitments limit our ability to influence the management, operations and policies of Oncor

▪Changes in the regulation or operation of the electric utility industry and/or the ERCOT market, as well as the outcome of regulatory proceedings, could materially adversely affect Oncor, which could materially adversely affect us

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Risks Related to Sempra Infrastructure

▪Project development activities may not be successful, projects under construction may not be completed on schedule or within budget, and completed projects may not operate at expected levels, any of which could materially adversely affect us

▪We may not be able to enter into, maintain, extend or replace long-term supply, sales or capacity agreements

▪Our international businesses and operations expose us to increased legal, regulatory, tax, economic, geopolitical and management oversight risks and challenges

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PART I.