Sempra (SRE) 10-K risk factor changes: FY2022 vs FY2021

*When evaluating our company and its subsidiaries and any investment in our or their securities, you should carefully consider the following risk factors and all other information contained in this report and the other documents we file with the [removed: SEC, including documents we file] [added: SEC (including those filed] subsequent to this [removed: report.][added: report).]

Our ability to pay dividends and meet our debt and other obligations largely depends on cash flows from our subsidiaries and equity method investments, which in turn depend on their ability to execute their business strategies and generate cash flows in excess of their own expenditures, [removed: common and preferred dividends] [added: dividend payments to third-party owners] (if any) and debt and other obligations.

[removed: In addition, if] [added: If] Sempra is a creditor of any such entity, its rights as a creditor would be effectively subordinated to any security interest in the entity’s assets and any indebtedness of the entity senior to that held by Sempra.

We have [removed: and make] investments in businesses we do not control or manage or in which we share [removed: control, including as a result of sales of a portion of our ownership interest in some of our businesses.][added: control.]

In addition, irrespective of whether or not we control these businesses, we could be responsible for liabilities or losses related to [removed: the] [added: these] businesses or elect to make capital contributions to these [removed: businesses during times of financial distress that could have a material adverse effect on our results of operations, financial condition, cash flows and/or prospects.][added: businesses.]

We discuss these investments [removed: further] in [removed: Notes 5,] [added: Note] 6 [removed: and 16] of the Notes to Consolidated Financial Statements.

Our business could be negatively affected by [removed: actions of] activist shareholders.

In taking these steps, activist shareholders could seek to acquire our capital stock, which [removed: in high volumes] [added: at certain ownership levels] could threaten our ability to use some or all [removed: of] our NOL carryforwards if [removed: it results in] our corporation [removed: undergoing] [added: experiences] an “ownership change” under applicable tax rules.

[removed: Responding to activist shareholders could require us to] incur legal and advisory fees, proxy solicitation expenses and administrative and associated costs and require time and attention by our board of directors and management, diverting their attention from the pursuit of our business strategies.

Further, any such actions could cause fluctuations in the trading prices of our [removed: common stock, preferred stock and debt] securities based on temporary or speculative market perceptions or other factors.

At February [removed: 18, 2022,] [added: 21, 2023,] we [removed: have 315,653,893] [added: had 314,569,519] shares of our common stock and 900,000 shares of our non-convertible series C preferred stock outstanding.

Any failure to pay scheduled dividends on our series C preferred stock when due would have a material adverse impact on the market price of our [removed: preferred stock, our common stock and our debt] securities and would prohibit us, under the terms of the [added: series C] preferred stock, from paying cash dividends on or repurchasing shares of our common stock (subject to limited exceptions) until we have paid all accumulated and unpaid dividends on the [added: series C] preferred stock.

In addition, the CNBV, as the Mexican securities market regulator, has the authority to make inspections of Sempra’s business, primarily in the form of requests for information and documents; impose fines or other penalties on Sempra and its directors and officers for violations of Mexican [added: securities laws and regulations; and seek criminal liability for certain actions conducted or with effects in Mexico.]

[removed: Even though our businesses undertake capital investment projects to construct, replace, maintain, improve and upgrade their respective] [added: Our businesses’] facilities and [added: the] information [removed: systems, there is a risk] [added: systems that interconnect and/or manage them are subject to risks] of, among other things, potential breakdown or failure of equipment or processes due to aging infrastructure and systems; human error; shortages of or delays in obtaining equipment, [removed: materials] [added: materials, commodities] or [removed: labor;] [added: labor, which may be exacerbated by current or future supply chain constraints and tight labor market conditions, and increases to the costs of these items due to inflationary pressures or otherwise, which may not be recoverable in a timely manner or at all;] operational restrictions resulting from environmental requirements or governmental interventions; inability to enter into, maintain, extend or replace long-term supply [added: or transportation] contracts; and performance below expected [removed: levels, and these risks could be amplified while capital investment projects are in process.][added: levels.]

Because our [removed: transmission] facilities are interconnected with those of third parties, [added: including receiving natural gas supply from third party pipelines and power generation facilities that produce most of] the [added: power that we distribute to customers, the] operation of our facilities could also be adversely affected by these or similar [removed: events occurring on] [added: risks to] the systems of such third parties, [removed: some] [added: many] of which may be unanticipated or uncontrollable by us.

Additional risks associated with [removed: the ability of] our [removed: businesses] [added: businesses’ ability] to safely and reliably [added: construct, replace,] operate, maintain, improve and upgrade their respective facilities and systems, many of which are beyond our [removed: businesses’] control, include:

▪failure to meet customer demand for electricity and/or natural gas, including electrical [removed: blackout,] [added: blackouts or] curtailments or gas outages

▪the release of hazardous or toxic [removed: substances into the air, water or soil,] [added: substances,] including gas leaks

The occurrence of any of these events could affect [added: supply and] demand for electricity, natural gas or other forms of energy, cause unplanned outages, damage our businesses’ assets and/or operations, damage the assets and/or operations of third parties on which our businesses rely, damage property owned by customers or others, and cause personal injury or death.

Any such outcome could [removed: materially adversely affect] [added: have a material adverse effect on] our results of operations, financial condition, cash flows and/or prospects.

The COVID-19 pandemic has [removed: been] materially [removed: impacting] [added: impacted] communities, supply chains, economies and markets around the world since March 2020.

▪Disruption in [added: supply chains and] the capital markets, which has affected and could further affect liquidity, strategic initiatives and prospects, including in some cases a slowdown of planned capital spending

▪Customer-protection measures implemented by SDG&E and SoCalGas, including suspending service disconnections due to nonpayment for all customers [added: early in the pandemic] (except for SoCalGas’ noncore [added: customers and, since the second half of 2022, SDG&E’s and SoCalGas’ commercial and industrial] customers), waiving late payment fees, offering flexible payment plans and automatically enrolling residential and small business customers with past-due balances in long-term repayment plans, which have collectively resulted in a reduction in payments from SDG&E and SoCalGas’ customers and an increase in uncollectible accounts that could become material and may not be fully recoverable

We will continue to actively monitor the effects of the COVID-19 pandemic and may take further actions that alter our [added: business operations as may be required by federal, state or local authorities, or that we determine are necessary for the safety of our employees, customers, partners and suppliers and, generally, the communities we serve.]

Such incidents could result in business and project development disruptions, power [added: or gas] outages, property damage, injuries and loss of life for which we could be liable and could cause secondary incidents that also may have these or other negative effects, such as fires; leaks of natural gas, natural gas odorant, propane, ethane, other GHG emissions or radioactive material; spills or other damage to natural resources; or other nuisances to affected communities.

In some cases, we may be liable for damages even though we are not at fault, such as when the doctrine of inverse condemnation applies, which we discuss [removed: further] below under “Risks Related to Sempra California – Operational Risks.” For our regulated utilities, these costs may not be recoverable in rates.

[removed: Such incidents that do not directly] affect our facilities may impact our business partners, supply chains and [removed: transportation,] [added: transportation channels,] which could negatively impact construction projects and our ability to provide electricity and natural gas to customers.

Moreover, weather-related incidents have become more prevalent, unpredictable and severe as a result of climate change or other factors, [removed: and we are currently experiencing a global pandemic, any of] which could have a greater impact on our businesses than currently anticipated and, for our regulated utilities, rates may not be adequately or timely adjusted to reflect any such increased impact.

Any such [removed: incident] [added: outcome] could have a material adverse effect on our results of operations, financial condition, cash flows and/or prospects.

However, our diligence may prove to be [removed: insufficient,] [added: insufficient] and there could be [removed: difficulties in integrating acquired assets to our standards or in a timely manner or latent] [added: latent,] unforeseen defects.

In addition, we may not realize all [removed: of] the anticipated benefits from future acquisitions, partnerships or JVs [removed: such as increased earnings, cost savings, or revenue enhancements,] for various reasons, including difficulties integrating operations and [removed: personnel,] [added: personnel to our standards or in a timely manner,] higher and unexpected acquisition and operating costs, unknown liabilities, and fluctuations in markets.

We [removed: may periodically] [added: regularly] undertake or become involved in research and development projects and other activities designed to develop new technologies in the energy space, including those related to hydrogen, energy storage, carbon sequestration, grid modernization and others.

These activities and projects can involve significant employee time, as well as substantial capital resources that may [removed: not be recoverable in rates or, with respect to our non-regulated utility businesses, may not be able to be passed through to customers.]

If any of these circumstances occurs, we may not [removed: recover or] receive an adequate or any return on our investment and other resources invested in these activities and our results of operations, financial condition, cash flows and/or prospects could be materially adversely affected.

Any failure to negotiate and reach an agreement on these labor contracts [added: as they are up for renewal] could result in strikes, boycotts or other labor disruptions.

[added: Any such labor disruption or negotiated wage or benefit increases, whether due to] union activities, employee turnover or otherwise, could have a material adverse effect on our results of operations, financial condition, cash flows and/or prospects.

In addition to general information and cyber risks that all large corporations face, we face evolving cybersecurity risks associated with [removed: protecting sensitive and confidential customer and employee information and] [added: the] energy grid, natural gas [removed: pipeline,] [added: pipelines,] storage and other [removed: infrastructure.][added: infrastructure and protecting sensitive and confidential customer and employee information.]

Our use of [removed: business technologies,] [added: complex technologies and systems in our operations,] including deployment of any new technologies, [removed: represents a] [added: and our collection and retention of sensitive information, represent] large-scale [removed: opportunity] [added: opportunities] for attacks on or other failures to protect our information systems, confidential information and energy grid and natural gas infrastructure.

In particular, [removed: cyber- and other attacks] [added: cyber-attacks] targeting utility systems and other energy [removed: infrastructures,] [added: infrastructure,] as well as the impacts of these attacks on companies and their communities, are increasing in sophistication, magnitude and frequency and may further increase in [removed: the event of] [added: connection with certain] geopolitical [removed: events and other uncertainties,] [added: events,] such as the [removed: conflict] [added: war] in Ukraine.

Additionally, SDG&E and SoCalGas are increasingly required to disclose large amounts of data (including customer [removed: energy usage and] personal information [removed: about customers)] [added: and energy use data)] to support changes to California’s electricity [removed: market] [added: and gas markets] related to grid modernization and customer [removed: choice,] [added: choice as well as energy efficiency, demand response and conservation,] increasing the risks of inadvertent disclosure or other unauthorized access of sensitive information.

In addition, Sempra may elect to make capital contributions to its subsidiaries, which are not required to be repaid and generally are structurally subordinated to claims by creditors of the applicable subsidiary.

Responding to activist shareholders could require us to

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Even though our businesses undertake capital investment projects to construct, replace, maintain, improve and upgrade facilities and systems, such projects may not be effective at managing the aforementioned risks, and may involve significant costs that may not be recoverable and challenges in achieving completion.

We often rely on third parties, including contractors, to perform work related to these projects and other maintenance activities, which may subject us to increased risks because we manage the safety and quality of work performed by third parties and may retain liability for their work.

Such incidents that do not directly

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not be recoverable in rates or, with respect to our non-regulated utility businesses, may not be able to be passed through to customers.

We may also seek a variety of federal and state funding opportunities for these activities and projects (such as loans and grants, including in conjunction with third-party commercial or governmental entities), which may involve significant employee time and effort and increased compliance requirements with no guarantee that any such funding would be received.

Sempra Texas Utilities also invests in companies that it does not control or manage.

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Our businesses are capital-intensive, with significant capital spending expected in future periods.

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▪catastrophic wildfires caused by SDG&E or by any California electric IOUs that participate in the Wildfire Fund, which could exhaust the fund considerably earlier than expected

▪a ratings downgrade at Sempra, IEnova and/or Cameron LNG, LLC

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In addition, we have used and may continue to use similar financial instruments to hedge against changes in interest rates.

Certain derivative securities we use to hedge are recorded at fair value through earnings to reflect movements in the price of the security, which has in the past and could in the future create volatility in our earnings (such as the significantly higher unrealized losses on commodity derivatives that we recognized in 2022 compared to 2021 as we discuss in “Part II – Item 7.

MD&A – Results of Operations”).

For example, SoCalGas’ franchise agreement with Los Angeles County is scheduled to expire in June 2023.

If there is a delay in obtaining these approvals; if any approval is conditioned on changes or other requirements that increase costs or impose restrictions on our existing or

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In addition, we are generally responsible for hazardous substances and other contamination on and the conditions of our projects and properties, regardless of when these conditions arose and whether they are known or unknown.

In addition, we could be liable for contamination at our former facilities and off-site waste disposal sites that have been used in our operations.

Moreover, the energy transition in California and elsewhere, including decarbonization goals, has introduced uncertainty in investor support over the long term, leading some to reduce investment in or divest from the energy sector.

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infrastructure.

Even if such costs are recoverable, the costs of these efforts and complying with these mandates, coupled with the necessary costs of investing for safety and reliability, may negatively impact the affordability of SDG&E’s and SoCalGas’ customer rates and, for our non-regulated utility businesses, may cause costs to increase to levels that reduce customer demand and growth.

2022 Form 10-K | 45

Sempra may elect to make capital contributions to its subsidiaries.

Unlike a loan, there is no obligation for a subsidiary to repay a capital contribution to its parent, which cannot be accessed by the parent and becomes structurally subordinated to claims by creditors of the applicable subsidiary.

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securities laws and regulations; and seek criminal liability for certain actions conducted or with effects in Mexico.

Our businesses own and operate electric transmission, distribution and storage facilities, natural gas transmission, distribution, regasification, liquefaction and storage facilities and other energy infrastructure, which are, in many cases, interconnected and/or managed by information technology systems.

▪Implementing protocols and processes to comply with applicable government mandates related to virus exposure, testing and vaccination

▪Conducting business with substantial modifications to employee travel and work locations and virtualization of certain business activities, which could result in increased employee turnover or absenteeism, decreased efficiency and productivity and other similar affects that could increase operating costs and jeopardize our ability to satisfy compliance requirements and sustain operations

business operations as may be required by federal, state or local authorities, or that we determine are necessary for the safety of our employees, customers, partners and suppliers and, generally, the communities we serve.

Any such labor disruption or negotiated wage or benefit increases, whether due to

Our businesses collect and retain sensitive information, including personal identification information about customers and employees, and our operations rely on complex, interconnected networks of generation, transmission, distribution, storage, control, and communication technologies and systems.

Our businesses are capital-intensive.

▪a ratings downgrade at SDG&E, SoCalGas and/or SI Partners

▪catastrophic wildfires caused by SDG&E or other California electric IOUs

▪a ratings downgrade at Sempra

Energy customers are also increasingly indicating preferences for carbon-neutral and renewable sources of energy.

In addition, we may be responsible for on-site liabilities associated with the environmental and site condition of our projects and properties, regardless of when the liabilities arose and whether they are known or unknown, which exposes us to risks arising from contamination at our existing and former facilities and off-site waste disposal sites that have been used in our operations.

SB 100 also creates the policy of meeting all of California’s retail

Moreover, shifts in investor sentiment regarding fossil fuels is leading some to reduce investment in or divest from the sector completely.

Even if such costs are recoverable, the resulting rates or other costs to customers may increase to levels that reduce customer demand and growth.

damage and other claims.

If a major fire is determined to be caused by SDG&E’s equipment, or if a major fire is determined to be caused by another participating IOU, and the Wildfire Fund is depleted as a result, Sempra’s and SDG&E’s results of operations, financial condition, cash flows and/or prospects could be materially adversely affected.

available in sufficient amounts to meet the $1 billion of primary insurance required by the Wildfire Legislation.

In such cases, SDG&E no longer procures energy for this departing load.

Based on our current expectations, SDG&E could procure energy for less than half of its current customer load by December 31, 2022.

Accordingly, the associated costs of the utility’s procured resources could then be borne by SDG&E’s remaining bundled procurement customers.

Existing state law requires that customers having CCA and DA procure their electricity must absorb the cost of above-market electricity procurement commitments already made by SDG&E on their behalf, which requirements are designed to equitably share costs among customers served by SDG&E and by CCA and DA.

Reducing methane emissions also has become a major focus of certain U.S. legislators and the current U.S. Administration.

The CPUC has initiated an OIR to, among other things, implement a long-term planning strategy to manage the state’s transition away from natural gas-fueled technologies in an effort to meet California’s decarbonization goals.

parties; potential rate impacts; increasing levels of regulatory review; changes in the political, regulatory, or legislative environments; and the opinions of regulators, consumer and other stakeholder groups and customers.

In addition, under the CPUC’s cost of capital framework, SDG&E and SoCalGas are required to file new cost of capital applications every three years.

SDG&E’s and SoCalGas’ cost of capital are then assessed in the intervening years through the CCM.

The CCM, if triggered by changes in key benchmark interest rates, automatically updates SDG&E’s or SoCalGas’, as applicable, authorized rates of return for that year.

For the 12-months ended September 30, 2021, SoCalGas did not trigger the CCM, while SDG&E exceeded its benchmark rate, which would trigger the CCM.

If the CPUC finds that the conditions are met to file such an application, the CCM would not apply.

SDG&E has filed an application to have its cost of capital for 2022 assessed through a cost of capital proceeding based on the extraordinary events of the COVID-19 pandemic, rather than have the CCM applied.

The CPUC has established a proceeding to determine if SDG&E’s cost of capital was impacted by an extraordinary event.

If the CPUC finds that there was not an extraordinary event, the CCM trigger for SDG&E could materially adversely affect the results of operations, financial condition, cash flows and/or prospects of Sempra and SDG&E.

If the CPUC finds that there was an extraordinary event, it will then determine whether to suspend the CCM for 2022 and preserve SDG&E’s current authorized cost of capital or hold a second phase of the proceeding to set a new cost of capital for 2022.

We further discuss the CCM, including the impact of SDG&E’s trigger of the CCM in the most recent measurement period, in “Part I – Item 1.

For example, in June 2019, the CPUC opened an OII to determine whether SoCalGas’ and Sempra’s organizational culture and governance prioritize safety.

[removed: ▪We] [added: ▪Sempra Infrastructure] completed the sale of a [removed: 20%] [added: 10%] NCI in SI Partners to [removed: KKR][added: ADIA]

▪We invested [removed: $5.6] [added: $5.7] billion in capital expenditures and investments

▪Impact of foreign currency and inflation rates on [removed: our] results of operations.

| [removed: *(Dollars,] [added: *(Dollars and shares in millions,] except per share [removed: amounts; shares in millions)*] [added: amounts)*] | | | | | | | | |

[removed: ][added: ]

Variance amounts presented are the after-tax earnings impact (based on applicable statutory tax rates), unless otherwise noted, and before [added: foreign currency and inflation effects and] NCI, where applicable.

| | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | |

| SDG&E | | | $ | [removed: 819] [added: 915] | | | | | $ | [removed: 824] [added: 819] | | | | | $ | [removed: 767] [added: 824] | |

| SoCalGas | | | [removed: (427)] [added: 599] | | | | | | [removed: 504] [added: (427)] | | | | | | [removed: 641] [added: 504] | | |

| Sempra Texas Utilities | | | [removed: 616] [added: 736] | | | | | | [removed: 579] [added: 616] | | | | | | [removed: 528] [added: 579] | | |

| Sempra Infrastructure | | | [removed: 682] [added: 310] | | | | | | [removed: 580] [added: 682] | | | | | | [removed: 247] [added: 580] | | |

| Parent and other(1) | | | [removed: (436)] [added: (466)] | | | | | | [removed: (563)] [added: (436)] | | | | | | [removed: (515)] [added: (563)] | | |

| Discontinued operations | | | — | | | | | | [removed: 1,840] [added: —] | | | | | | [removed: 328] [added: 1,840] | | |

| Earnings attributable to common shares | | | $ | [removed: 1,254] [added: 2,094] | | | | | $ | [removed: 3,764] [added: 1,254] | | | | | $ | [removed: 2,055] [added: 3,764] | |

The decrease in earnings of [removed: $5] [added: $372] million [removed: (1%)] in [removed: 2021] [added: 2022] compared to [removed: 2020] [added: 2021] was primarily due to:

[removed: ▪$6] [added: ▪$26] million [removed: higher] [added: lower] income tax expense primarily from flow-through items, net of [added: lower] associated regulatory revenues; [removed: offset by]

[removed: ▪$44] [added: ▪$10] million [removed: charge] in [removed: 2020 for amounts to be refunded to customers and a fine] [added: penalties] related to the [removed: Energy Efficiency Program inquiry,] [added: energy efficiency and advocacy OSCs,] which we discuss in Note 4 of the Notes to Consolidated Financial [removed: Statements; and][added: Statements.]

[removed: ▪$31] [added: ▪$56] million higher CPUC base operating margin, net of operating [removed: expenses and favorable resolution of regulatory matters in 2020.][added: expenses;]

The increase in earnings of [removed: $57] [added: $96] million [removed: (7%)] [added: (12%)] in [removed: 2020] [added: 2022] compared to [removed: 2019] [added: 2021] was primarily due to:

[removed: ▪$23] [added: ▪$7] million higher AFUDC equity; and

[removed: ▪$16 million higher] [added: ▪lower] income tax benefits from flow-through items; offset by

[removed: ▪$12] [added: ▪$26] million higher net interest expense.

[removed: Losses] [added: Earnings] of [removed: $427] [added: $599] million in [removed: 2021] [added: 2022] compared to [removed: earnings] [added: losses] of [removed: $504] [added: $427] million in [removed: 2020] [added: 2021] was primarily due to:

[removed: ▪$915] [added: ▪$949] million [removed: increase] [added: decrease] in charges [removed: related] [added: relating] to [removed: civil] litigation and regulatory matters pertaining to the Leak comprised of [removed: $1,148] [added: $199] million in [removed: 2021] [added: 2022] compared to [removed: $233] [added: $1,148] million in [removed: 2020; and][added: 2021;]

[removed: ▪$23 million higher] [added: ▪higher] income tax benefits from flow-through items; and

[removed: ▪$21] [added: ▪$105] million higher CPUC base operating margin, net of operating [removed: expenses.][added: expenses;]

[removed: ▪$12] [added: ▪$6] million higher net [added: regulatory] interest [removed: expense;] [added: income;] offset by

[removed: ▪$10] [added: ▪$14] million higher [added: revenues associated with lower] income tax benefits from flow-through items; [removed: and][added: offset by]

[removed: The increase in earnings of $37] [added: ▪$118] million [removed: (6%) in 2021 compared to 2020 was primarily due to] higher equity earnings [removed: from] [added: at] Oncor Holdings [removed: driven by increased] [added: due to higher] revenues from rate updates to reflect increases in invested [removed: capital] [added: capital, higher customer consumption attributable primarily to weather,] and customer growth, offset by [removed: increased operating costs] [added: higher depreciation expense] and [removed: expenses] [added: interest expense] attributable to invested [removed: capital.][added: capital and higher O&M; and]

The increase in earnings of [removed: $51] [added: $120] million [removed: (10%)] [added: (19%)] in [removed: 2020] [added: 2022] compared to [removed: 2019] [added: 2021] was primarily due to higher equity earnings from Oncor Holdings driven by:

[removed: ▪increased] [added: ▪higher] revenues from rate updates to reflect increases in invested [removed: capital] [added: capital, higher customer consumption attributable primarily to weather,] and customer growth; [added: offset by]

[removed: ▪higher] [added: ▪$7 million higher] AFUDC equity; offset by

Because [removed: Ecogas,] our natural gas distribution utility in Mexico, [added: Ecogas,] uses [removed: the] [added: its] local currency as its functional currency, its revenues and expenses are translated into U.S. dollars at average exchange rates for the period for consolidation in Sempra’s results of operations.

The increase in [removed: earnings] [added: losses] of [removed: $102] [added: $30] million [removed: (18%)] [added: (7%)] in [removed: 2021] [added: 2022] compared to [removed: 2020] [added: 2021] was primarily due to:

[removed: ▪$55] [added: ▪$283] million [removed: higher] [added: losses in 2022 compared to $148 million] earnings [added: in 2021] from asset and supply optimization [removed: primarily] driven by [added: higher unrealized losses on commodity derivatives due to] changes in natural gas [removed: prices and] [added: prices, offset by] higher [removed: volumes;][added: diversion revenues;]

▪$13 million selling profit on a sales-type lease relating to the commencement of a rail facility lease at the Veracruz terminal in [removed: the third quarter of] 2021; offset by

[removed: ▪$76] [added: ▪$26] million higher net interest [removed: expense primarily due to:][added: expense; and]

[removed: ◦$37] [added: ◦$54] million in charges associated with hedge termination costs and a write-off of unamortized debt issuance costs from the early redemptions of debt in October 2021, [removed: which we discuss in Note 7 of the Notes to Consolidated Financial Statements,][added: and]

[removed: ▪$58] [added: ▪$169] million unfavorable impact from foreign currency and inflation [removed: effects,] [added: effects on our monetary positions in Mexico,] net of foreign currency [removed: derivatives] [added: derivative] effects, comprised of a [removed: $47] [added: $216] million unfavorable impact in [removed: 2021] [added: 2022] compared to [removed: an $11] [added: a $47] million [removed: favorable] [added: unfavorable] impact in [removed: 2020.][added: 2021; and]

[removed: Parent] [added: | Parent] and [removed: Other][added: other(1) | | | (42) | | | | | | (50) | | | | | | 3 | | |]

Our 2022 operational and financial results reflect our mission to be North America’s premier energy infrastructure company.

Key events in 2022 include:

▪SDG&E and SoCalGas filed their 2024 GRC applications and a CPUC proposed decision is scheduled for the second quarter of 2024

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▪SDG&E and SoCalGas received final decisions from the CPUC on their cost of capital for 2023 through 2025, and SDG&E received a final decision on its cost of capital for 2022

▪SoCalGas made significant progress to substantially resolve legal and regulatory matters pertaining to the Leak

▪Oncor filed its comprehensive base rate review and expects to receive a final order from the PUCT around the end of the first quarter of 2023

▪Sempra Infrastructure advanced development of the PA LNG projects and Cameron LNG Phase 2 project and expects to make a final investment decision for the PA LNG Phase 1 project in the first quarter of 2023

▪We completed $450 million of common stock repurchases pursuant to ASR programs

We discuss herein our results of operations for the year ended December 31, 2022 compared to the year ended December 31, 2021.

For a discussion of our results of operations for the year ended December 31, 2021 compared to the year ended December 31, 2020, refer to “[Part II – Item 7.

MD&A – Results of Operations](http://www.sec.gov/ix?doc=/Archives/edgar/data/86521/000103220822000007/sre-20211231.htm#i3e7fc04dfedd4ab59c15c1161795fc7d_91)” in our 2021 annual report on [Form 10-K](http://www.sec.gov/ix?doc=/Archives/edgar/data/86521/000103220822000007/sre-20211231.htm) filed with the SEC on February 25, 2022.

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▪$20 million higher income tax benefit from the resolution of prior year income tax items;

▪$9 million higher net regulatory interest income; and

▪higher depreciation expense and interest expense attributable to invested capital; and

▪higher O&M.

▪$79 million higher equity earnings from Cameron LNG JV primarily from higher revenues from excess LNG production and maintenance revenues;

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▪$50 million higher net income tax benefit primarily from the remeasurement of certain deferred income taxes and outside basis differences in JV investments;

▪$50 million lower net interest expense, including $37 million in charges associated with hedge termination costs and a write-off of unamortized debt issuance costs from the early redemptions of debt in October 2021 and $27 million net unrealized gains in 2022 on a contingent interest rate swap related to the proposed PA LNG Phase 1 project that we discuss in Note 11 of the Notes to Consolidated Financial Statements;

▪$42 million higher earnings from the transportation business in Mexico driven by higher rates and higher equity earnings at IMG excluding unfavorable impact from foreign currency and inflation;

▪$14 million higher earnings due to the start of commercial operations of the Veracruz and Mexico City terminals in March and July of 2021, respectively, and remeasurement of operating leases;

▪$12 million higher earnings from the renewables business due to Border Solar and the second phase of ESJ being placed in service in March 2021 and January 2022, respectively; and

▪$10 million higher earnings from TdM driven by higher power prices offset by lower volumes.

▪$120 million deferred income tax expense associated with the change in our indefinite reinvestment assertion related to our foreign subsidiaries, which we discuss in Note 8 of the Notes to Consolidated Financial Statements;

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are offset in the changes in revenues and therefore do not impact earnings, other than potential impacts related to the GCIM for SoCalGas that we describe above.

| Total utilities cost of sales | | | $ | 3,540 | | | | | $ | 2,607 | | | | | $ | 2,112 | |

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◦$35 million higher revenues associated with impacts resulting from changes in tax laws tracked in the income tax expense memorandum account; and

◦$31 million higher revenues from balanced capital projects, and

▪$19 million higher revenues from transmission operations; and

Our cost of electric fuel and purchased power decreased by $73 million (7%) to $937 million in 2022 compared to 2021 primarily due to $75 million at SDG&E from higher sales to the California ISO due to higher market prices offset by higher purchased power from the California ISO due to higher market prices, net of lower customer demand due to departing load now served by CCAs, and higher utility-owned generation costs.

| | | | 2022 | | | | | | 2021 | | | | | | 2020 | | |

In 2018, we set out to simplify Sempra’s business model and sharpen our focus on our mission to be North America’s premier energy infrastructure company.

Our 2021 operational and financial results reflect our focus on executing this strategy:

▪We completed the consolidation of our non-utility, energy infrastructure assets in North America under SI Partners

▪We entered into an agreement to sell an additional 10% NCI in SI Partners to ADIA

In the fourth quarter of 2021, we formed Sempra Infrastructure, a new segment that includes the operating companies of our subsidiary, SI Partners, as well as a holding company and certain services companies.

Sempra Infrastructure develops, builds, operates and invests in energy infrastructure to help enable the energy transition in North American markets and globally.

Our discussions below exclude discontinued operations, unless otherwise noted.

[Table of C](#i3e7fc04dfedd4ab59c15c1161795fc7d_7)[ontents](#i3e7fc04dfedd4ab59c15c1161795fc7d_7)

| Sempra Renewables | | | — | | | | | | — | | | | | | 59 | | |

▪$62 million decrease due to the release of a regulatory liability in 2020 related to 2016-2018 forecasting differences that are not subject to tracking in the income tax expense memorandum account, which we discuss in Note 4 of the Notes to Consolidated Financial Statements;

▪$10 million lower electric transmission margin, including the following favorable impacts in 2020 from the March 2020 FERC-approved TO5 settlement proceeding:

◦$18 million to conclude a rate base matter, and

◦$9 million from the retroactive application of the final TO5 settlement for 2019; and

▪$62 million increase due to the release of a regulatory liability in 2020 related to 2016-2018 forecasting differences that are not subject to tracking in the income tax expense memorandum account;

▪$52 million higher electric transmission margin, including an increase in authorized ROE and the following favorable impacts in 2020 from the March 2020 FERC-approved TO5 settlement:

◦$9 million from the retroactive application of the final TO5 settlement for 2019;

▪$44 million charge in 2020 for amounts to be refunded to customers and a fine related to the Energy Efficiency Program inquiry;

▪$31 million income tax benefit in 2019 from the release of a regulatory liability established in connection with 2017 tax reform for excess deferred income tax balances that the CPUC directed to be allocated to shareholders in a January 2019 decision;

▪$13 million higher amortization and accretion of the Wildfire Fund asset and liability, respectively; and

▪$64 million decrease due to the release of a regulatory liability in 2020 related to 2016-2018 forecasting differences that are not subject to tracking in the income tax expense memorandum account; offset by

The decrease in earnings of $137 million (21%) in 2020 compared to 2019 was primarily due to:

▪$233 million from impacts in 2020 related to civil litigation and regulatory matters pertaining to the Leak;

▪$38 million income tax benefit in 2019 from the impact of the January 2019 CPUC decision allocating certain excess deferred income tax balances to shareholders; and

▪$64 million increase due to the release of a regulatory liability in 2020 related to 2016-2018 forecasting differences that are not subject to tracking in the income tax expense memorandum account;

▪$29 million higher CPUC base operating margin, net of operating expenses;

▪$21 million impairment of non-utility native gas assets in 2019;

▪$8 million in penalties in 2019 related to the SoCalGas billing practices OII.

▪the impact of Oncor’s acquisition of InfraREIT in May 2019; and

▪unfavorable weather and increased operating costs and expenses attributable to invested capital.

Prior year amounts used in the variances discussed below are as adjusted for the difference in foreign currency translation rates between years.

We discuss these and other foreign currency effects below in “Impact of Foreign Currency and Inflation Rates on Results of Operations.”

▪$133 million higher equity earnings from Cameron LNG JV primarily due to the three-train liquefaction project achieving full commercial operations in August 2020;

▪$23 million primarily due to the start of commercial operations of the Veracruz terminal in the first quarter of 2021;

▪$20 million favorable U.S. tax impact from converting SI Partners from a corporation to a partnership in October 2021;

▪$147 million earnings attributable to NCI in 2021 compared to $163 million in 2020, including a decrease of $87 million from the increase in our ownership interest in IEnova, offset by an increase of $98 million from the sale of a 20% NCI in SI Partners to KKR, which we discuss in Note 1 of the Notes to Consolidated Financial Statements; and

◦$19 million higher interest expense from IEnova’s issuance of senior unsecured notes in September 2020, and

◦$8 million lower net interest income from lower intercompany balances with Parent and other; and

The increase in earnings of $333 million in 2020 compared to 2019 was primarily due to:

▪$284 million higher equity earnings from Cameron LNG JV primarily due to the three-train liquefaction project achieving full commercial operations in August 2020;

▪$68 million favorable impact from foreign currency and inflation effects, net of foreign currency derivatives effects, comprised of an $11 million favorable impact in 2020 compared to a $57 million unfavorable impact in 2019;

[removed: RISK] [added: MARKET RISK] POLICIES

SDG&E and SoCalGas use [removed: power and] natural gas derivatives [added: and SDG&E uses electricity derivatives] to manage [removed: electric and] natural gas [added: and electric] price risk associated with servicing load requirements.

The use of [removed: power and] natural gas [added: and electricity] derivatives is subject to certain limitations imposed by company policy and [removed: is in compliance with risk management and trading activity plans that have been filed with and approved by the CPUC.][added: regulatory requirements.]

The following discussion of these primary market-risk exposures as of December 31, [removed: 2021] [added: 2022] includes a discussion of how these exposures are managed.

Sempra Infrastructure is [removed: generally] exposed to commodity price risk indirectly through its LNG, natural gas pipelines and storage, and power-generating assets.

A hypothetical 10% [removed: unfavorable] change in commodity prices would have resulted in a change in the fair value of our commodity-based natural gas and electricity derivatives of [removed: $3] [added: $24] million and [removed: $4] [added: $3] million at December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] respectively.

[removed: However, SoCalGas may, at times, be exposed to market risk as a result of the] GCIM, which rewards or penalizes the utility for commodity costs below or above certain benchmarks.

The one-day VaR for SDG&E and SoCalGas’ commodity positions were [removed: $5] [added: $25] million and [removed: $1] [added: $2] million, respectively, at December 31, [removed: 2021] [added: 2022] and [removed: $3] [added: $5] million and [removed: negligible,] [added: $1 million,] respectively, at December 31, [removed: 2020.][added: 2021.]

We are exposed to fluctuations in interest rates primarily [removed: as a result of] [added: from] our [removed: having issued] short- and long-term debt.

| NOMINAL AMOUNT OF DEBT(1) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: | | | | | | | | | | | | | | |]

| *(Dollars in millions)* | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: | | | | | | | | | | | | | | |]

| | | | December 31, [removed: 2021 | | | | | | | | | | | | | | | December 31, 2020] [added: 2022] | | | | | | | | | | | | | | | December 31, [removed: 2019] [added: 2021] | | | | | | | | | | | | | | |

| | | | Sempra | | | | | | SDG&E | | | | | | SoCalGas | | | Sempra | | | | | | SDG&E | | | | | | SoCalGas | | | [removed: Sempra | | | | | | SDG&E | | | | | | SoCalGas | | |]

| Short-term: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: | | | | | | | | | | | | | | |]

| Sempra California | | | $ | [removed: 1,161 | | | | | $ | 776 | | | | | $ | 385 | | $ | 113] [added: 1,105] | | | | | $ | [removed: —] [added: 205] | | | | | $ | [removed: 113] [added: 900] | | $ | [removed: 710] [added: 1,161] | | | | | $ | [removed: 80] [added: 776] | | | | | $ | [removed: 630] [added: 385] | |

| Other | | | [removed: 2,310 | | | | | | — | | | | | | — | | | 772] [added: 2,247] | | | | | | — | | | | | | — | | | [removed: 2,798] [added: 2,310] | | | | | | — | | | | | | — | | |

| Long-term: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: | | | | | | | | | | | | | | |]

| Sempra California fixed-rate | | | $ | [removed: 10,876] [added: 13,159] | | | | | $ | [removed: 6,417] [added: 7,400] | | | | | $ | [removed: 4,459] [added: 5,759] | | $ | [removed: 10,512] [added: 10,876] | | | | | $ | [removed: 6,053] [added: 6,417] | | | | | $ | 4,459 | | [removed: $ | 8,949 | | | | | $ | 5,140 | | | | | $ | 3,809 | |]

| Sempra California variable-rate | | | [removed: 300] [added: 700] | | | | | | [removed: —] [added: 400] | | | | | | 300 | | | [removed: 500 | | | | | | 200 | | | | | |] 300 | | | [removed: —] | | | [removed: | | |] — | | | | | | [removed: —] [added: 300] | | |

| Other fixed-rate | | | [removed: 8,591 | | | | | | — | | | | | | — | | | 11,204] [added: 10,079] | | | | | | — | | | | | | — | | | [removed: 11,561] [added: 8,591] | | | | | | — | | | | | | — | | |

| Other variable-rate | | | [removed: 341 | | | | | | — | | | | | | — | | | 51] [added: 575] | | | | | | — | | | | | | — | | | [removed: 746] [added: 341] | | | | | | — | | | | | | — | | |

Before [removed: the effects of acquisition-related fair value adjustments and] reductions for unamortized discount and debt issuance [removed: costs,] [added: costs] and excluding finance lease [removed: obligations.*][added: obligations at December 31, 2022 and 2021, and before the effects of acquisition-related fair value adjustments at December 31, 2021.*]

Earnings are affected by changes in interest rates on short-term debt and [added: variable-rate long-term debt.]

If weighted-average interest rates on short-term debt outstanding at December 31, [removed: 2021] [added: 2022] increased or decreased by 10%, the change in earnings over the 12-month period ending December 31, [removed: 2022] [added: 2023] would be approximately [removed: $1] [added: $12] million.

If interest rates increased or decreased by 10% on all variable-rate long-term debt at December 31, [removed: 2021,] [added: 2022,] after considering the effects of interest rate swaps, the change in earnings over the 12-month period ending December 31, [removed: 2022] [added: 2023] would be approximately [removed: $1] [added: $5] million.

We also are subject to the effect of interest rate fluctuations on the assets of our pension plans, [removed: other postretirement benefit] [added: PBOP] plans, and SDG&E’s NDT.

FOREIGN CURRENCY [added: EXCHANGE RATE RISK] AND INFLATION [removed: RATE RISK][added: EXPOSURES]

We discuss our foreign currency [added: exchange rate risk] and inflation exposures in “Part II – Item 7.

| Translation of [removed: 2021] [added: 2022] earnings to U.S. dollars(2) | | | $ | (3) | |

| Transactional exposure(3) | | | [removed: 148] [added: 153] | | |

| Translation of net assets of foreign subsidiaries and investment in foreign entities(4) | | | [removed: (18)] [added: (19)] | | |

*(3)* *Amount primarily represents the effects of currency exchange rate movement from December 31, [removed: 2021] [added: 2022] on monetary assets and liabilities and [removed: translation] [added: remeasurement] of non-U.S. deferred income tax balances at our Mexican subsidiaries.*

*(4)* *Amount represents the effects of currency exchange rate movement from December 31, [removed: 2021] [added: 2022] that would be recorded to OCI at the end of the reporting period.*

Based on a net monetary liability position of $4.8 billion, including those related to our investments in JVs, at December 31, [removed: 2021,] [added: 2022,] the hypothetical effect of a 10% increase in the Mexican inflation rate is approximately [removed: $111] [added: $104] million lower earnings as a result of higher income tax expense for our consolidated [removed: subsidiaries,] [added: entities,] as well as lower equity earnings for our JVs.

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SDG&E’s risk management and transacting activity plans for electricity derivatives are also required to be filed with, and have been approved by, the CPUC.

SoCalGas is also subject to certain regulatory requirements and thresholds related to natural gas procurement under the GCIM.

Sempra Infrastructure has utilized and may continue to utilize commodity contracts, including physical and financial derivatives, in an effort to mitigate these risks and optimize the value of these assets.

Some of these derivatives that we use as economic hedges do not meet the requirements for hedge accounting, or hedge accounting is not elected, and as a result, the changes in fair value of these derivatives are recorded in earnings.

Consequently, significant changes in commodity prices have in the past and could in the future result in earnings volatility as the economic offset of these derivatives may not be recorded at fair value.

A significant decrease in the fair value of these economic hedges could also result in higher collateral requirements, which could negatively impact our liquidity and our ability to continue to mitigate our commodity risk exposure.

We try to structure our hedging transactions with the objective that over time (i) realized gains and losses on our economic hedges would be largely offset by gains and losses related to our purchases or sales of natural gas and (ii) we would realize the economic benefit we anticipated at the time we structured the original transaction.

However, SoCalGas may, at times, be exposed to market risk as a result of the

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In 2022 and 2023 to date, SDG&E and SoCalGas have experienced inflationary pressures from increases in various costs, including the cost of natural gas, electric fuel and purchased power, labor, materials and supplies, as well as availability of labor and materials.

Sempra Texas Utilities has experienced increased costs of labor and materials and does not have specific regulatory mechanisms that allow for recovery of higher costs due to inflation; rather, recovery is limited to rate updates through capital trackers and base rate reviews, which may result in partial non-recovery due to the regulatory lag.

If such costs were to continue to be subject to significant inflationary pressures and we are not able to fully recover such higher costs in rates or there is a delay in recovery, these increased costs may have a significant effect on Sempra’s, SDG&E’s and SoCalGas’ results of operations, financial condition, cash flows and/or prospects.

Sempra Infrastructure has experienced inflationary pressures from increases in various costs, including the cost of labor, materials and supplies.

Sempra Infrastructure generally secures long-term contracts that are U.S. dollar-denominated or referenced and are periodically adjusted for market factors, including inflation, and Sempra Infrastructure generally enters into lump-sum contracts for its large construction projects in which much of the risk during construction is absorbed or hedged by the EPC contractor.

If additional costs were to become subject to significant inflationary pressures, we may not be able to fully recover such higher costs through contractual adjustments for inflation, which may have a significant effect on Sempra’s results of operations, financial condition, cash flows and/or prospects.

[Table of C](#i3e7fc04dfedd4ab59c15c1161795fc7d_7)[ontents](#i3e7fc04dfedd4ab59c15c1161795fc7d_7)

This segment may utilize commodity transactions in an effort to optimize these assets.

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

variable-rate long-term debt.

We completed the sales of our South American businesses in 2020 and are no longer exposed to changes in foreign currency and inflation rates in Peru and Chile.

Our businesses invest in, develop and operate energy infrastructure, and provide electric and gas services to [removed: customers through regulated public utilities.][added: customers.]

[removed: This reorganization simplifies] [added: SI Partners held a 100% ownership interest in Sempra LNG Holding, LP and a 99.9% ownership interest in IEnova at December 31, 2022, which consolidates] Sempra’s ownership and management of its non-utility, energy infrastructure assets in North America [removed: by consolidating them] under a single platform.

We are primarily focused on transmission and distribution investments, among other areas, that we believe are capable of producing stable cash flows and earnings visibility, with the goal of delivering [removed: safe and] [added: safe,] reliable [added: and increasingly clean forms of] energy to [removed: our] customers and increasing shareholder value.

SDG&E is a regulated public utility that provides electric services to a population of, at December 31, [removed: 2021,] [added: 2022,] approximately 3.6 million and natural gas services to approximately 3.3 million of that population, covering a 4,100 square mile service territory in Southern California that encompasses San Diego County and an adjacent portion of Orange County.

SDG&E’s assets at December 31, [removed: 2021] [added: 2022] covered the following territory:

[removed: ][added: ]

These electric facilities are primarily in the San Diego, Imperial and Orange counties of California, and in Arizona and Nevada and consisted of [removed: 2,148] [added: 1,928] miles of transmission lines, [removed: 23,829] [added: 23,928] miles of distribution lines and [removed: 160] [added: 157] substations at December 31, [removed: 2021.][added: 2022.]

SDG&E’s share of the line is [removed: 1,162] [added: 1,163] MW, although it can be less under certain system conditions.

SDG&E’s Sunrise Powerlink is a 500-kV transmission line constructed [added: by SDG&E] and operated by [removed: SDG&E with import capability of 1,000 MW of power.][added: the California ISO.]

Mexico’s Baja California transmission system is connected to SDG&E’s system via two 230-kV interconnections with combined capacity of up to 600 MW in the north-to-south direction and 800 MW in the south-to-north [removed: direction, although it can be less under certain system conditions.][added: direction.]

Electric Resources. To meet customer demand, SDG&E supplies power from its own electric generation facilities and procures power on a long-term basis from other suppliers for resale through CPUC-approved purchased-power contracts or [removed: through] purchases on the spot market.

| Solar | | | 2030 to 2042 | | | [removed: 1,350] [added: 1,390] | | | [removed: 26] [added: 27] | | |

| Other | | | [removed: 2022] [added: 2023] and thereafter | | | [removed: 168] [added: 37] | | | [removed: 3] [added: 1] | | |

| Tolling and other | | | [removed: 2022] [added: 2024] to 2042 | | | [removed: 1,292] [added: 1,206] | | | [removed: 25] [added: 24] | | |

| Total | | | | | | [removed: 5,145] [added: 5,073] | | | 100 | | % |

*(1)* *Excludes approximately [removed: 128] [added: 321] MW of energy storage owned and approximately 164 MW of energy storage contracted.*

*(2)* *SDG&E owns and operates four natural gas-fired power plants, three of which are in California and one [removed: of which] is in Nevada.*

Tolling contracts are purchased-power contracts under which SDG&E provides natural gas [removed: for generation] to the energy supplier.

Purchases [removed: are] from various southwestern U.S. suppliers [removed: and] are primarily priced based on published monthly bid-week [removed: indices.][added: indices, which can be subject to volatility.]

SDG&E [removed: is a participant] [added: participates] in the Western Systems Power Pool, which includes an electric-power and transmission-rate agreement that allows access to power trading with more than 300 member utilities, power agencies, energy brokers and power marketers [removed: located] throughout the U.S. and Canada.

| | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2021] [added: 2022] | | | [removed: 2020] [added: 2021] | | | [removed: 2019] [added: 2020] | | |

| Commercial | | | [removed: 72,216] [added: 71,661] | | | | | | [removed: 4,128] [added: 2,850] | | | [removed: 5,873] [added: 4,128] | | | [removed: 6,295] [added: 5,873] | | |

| Industrial | | | [removed: 683] [added: 471] | | | | | | [removed: 1,398] [added: 909] | | | [removed: 1,842] [added: 1,398] | | | [removed: 2,044] [added: 1,842] | | |

| Street and highway lighting | | | [removed: 3,487] [added: 3,323] | | | | | | [removed: 115] [added: 101] | | | [removed: 77] [added: 115] | | | [removed: 76] [added: 77] | | |

| CCA and DA | | | [removed: 137,098] [added: 813,304] | | | | | | [removed: 5,916] [added: 9,900] | | | [removed: 3,482] [added: 5,916] | | | [removed: 3,549] [added: 3,482] | | |

SDG&E currently provides procurement service for [removed: most] [added: a portion] of its customer load.

[removed: However, some] [added: Most] customers [removed: can] receive procurement service from a load-serving entity other than SDG&E through programs such as CCA and DA.

CCA is only available if the customer’s local jurisdiction [removed: (city)] [added: (city or county)] offers such a program and DA is currently limited by a cap based on gigawatt hours.

[removed: A number of] [added: Several] jurisdictions in [removed: SDG&E’s territory,] [added: SDG&E's territory have implemented CCA,] including the City [removed: and County] of San Diego [removed: and 14 other][added: in 2022.]

SDG&E’s historical energy procurement [removed: may exceed] [added: for future deliveries exceeds] the needs of its [added: remaining] bundled customers as customers [removed: elect] [added: have elected] CCA and DA [removed: service.][added: services.]

To help achieve the goal of ratepayer indifference [removed: (whether] [added: (as to whether] or not customers’ energy is procured by SDG&E or by CCA or DA), the CPUC revised the Power Charge Indifference Adjustment framework.

[removed: SDG&E implemented] [added: The purpose of] the framework [removed: on January 1, 2019, by adopting several refinements designed] [added: is] to [added: help ensure SDG&E’s procurement cost obligations are] more equitably [removed: share energy procurement costs] [added: shared] among customers served by SDG&E and customers [added: now] served by CCA [removed: and] [added: or] DA.

At December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019,] [added: 2020,] the residential and commercial rooftop solar capacity in SDG&E’s territory totaled [removed: 1,620] [added: 1,864] MW, [removed: 1,423] [added: 1,620] MW and [removed: 1,233] [added: 1,423] MW, respectively.

[removed: Demand for electricity] [added: Electricity demand] is dependent on the health and expansion of the Southern California economy, prices of alternative energy products, consumer preference, environmental regulations, legislation, renewable power generation, the effectiveness of energy efficiency programs, demand-side management impact and distributed generation resources.

California’s energy policy supports increased electrification, particularly electrification of vehicles, which could [removed: result in significant increases in] [added: significantly increase] sales volumes in the coming years.

Other external factors, such as the price of purchased power, the use of hydroelectric power, the use of and further development of renewable energy resources and energy storage, [added: the] development of [added: or requirements for] new natural gas supply sources, demand for [added: and supply of] natural gas and general economic conditions, can also result in significant shifts in the market price of electricity, which may in turn impact demand.

[removed: Demand for electricity] [added: Electricity demand] is also impacted by seasonal weather patterns (or “seasonality”), tending to increase in the summer months to meet [added: the] cooling load and in the winter months to meet [added: the] heating load.

Competition. SDG&E faces competition to serve its customer load from [removed: the growth in] distributed and local power [removed: generation,] [added: generation growth,] including solar installations.

SoCalGas is a regulated public utility that owns and operates a natural gas distribution, transmission and storage system that [removed: supplies] [added: delivers] natural gas to a population of, at December 31, [removed: 2021,] [added: 2022,] approximately [removed: 22] [added: 21.1] million, covering a 24,000 square mile service territory that encompasses Southern California and portions of central California (excluding San Diego County, the City of Long Beach and the desert area of San Bernardino County).

SoCalGas’ assets at December 31, [removed: 2021] [added: 2022] covered the following territory:

Sempra Infrastructure’s assets include investments in the U.S. and Mexico with a focus on LNG and net zero solutions, energy networks and clean power.

2022 Form 10-K | 13

[Table of](#i81570c9a8a084011957d18f11b8ecb4a_7) [Contents](#i81570c9a8a084011957d18f11b8ecb4a_7)

Both of these lines together provide SDG&E with import capability of 3,900 MW of power.

However, it can be less under certain system conditions.

2022 Form 10-K | 14

[Table of](#i81570c9a8a084011957d18f11b8ecb4a_7) [Contents](#i81570c9a8a084011957d18f11b8ecb4a_7)

SDG&E’s electric resources at December 31, 2022 were as follows:

| Wind | | | 2023 to 2042 | | | 1,236 | | | 24 | | |

| Residential | | | 615,126 | | | | | | 3,940 | | | 5,657 | | | 6,606 | | |

| | | | 690,581 | | | | | | 7,800 | | | 11,298 | | | 14,398 | | |

| Total | | | 1,503,885 | | | | | | 17,700 | | | 17,214 | | | 17,880 | | |

Additional jurisdictions are in the process of implementing or considering CCA.

2022 Form 10-K | 15

[Table of](#i81570c9a8a084011957d18f11b8ecb4a_7) [Contents](#i81570c9a8a084011957d18f11b8ecb4a_7)

SDG&E implemented the framework on January 1, 2019.

2022 Form 10-K | 16

[Table of](#i81570c9a8a084011957d18f11b8ecb4a_7) [Contents](#i81570c9a8a084011957d18f11b8ecb4a_7)

2022 Form 10-K | 17

[Table of](#i81570c9a8a084011957d18f11b8ecb4a_7) [Contents](#i81570c9a8a084011957d18f11b8ecb4a_7)

which can be subject to volatility.

The cost of purchases of natural gas for SDG&E’s and SoCalGas’ core customers is billed to those customers without markup.

| | | | 2022 | | | | | | 2022 | | | 2021 | | | 2020 | | |

| Residential | | | 878,220 | | | | | | | | | | | | | | |

| Commercial | | | 29,180 | | | | | | | | | | | | | | |

| Total | | | 909,940 | | | | | | 84 | | | 84 | | | 83 | | |

| Residential | | | 5,857,280 | | | | | | | | | | | | | | |

| Industrial | | | 24,390 | | | | | | | | | | | | | | |

| Total | | | 6,130,510 | | | | | | 890 | | | 882 | | | 884 | | |

2022 Form 10-K | 18

[Table of](#i81570c9a8a084011957d18f11b8ecb4a_7) [Contents](#i81570c9a8a084011957d18f11b8ecb4a_7)

2022 Form 10-K | 19

[Table of](#i81570c9a8a084011957d18f11b8ecb4a_7) [Contents](#i81570c9a8a084011957d18f11b8ecb4a_7)

These responsibilities consist of the construction, maintenance and security of transmission

2022 Form 10-K | 20

[Table of](#i81570c9a8a084011957d18f11b8ecb4a_7) [Contents](#i81570c9a8a084011957d18f11b8ecb4a_7)

Oncor also provides distribution services, consisting of retail delivery services to retail electric providers that sell electricity to end-use customers, as well as wholesale delivery services to cooperatives and municipally owned utilities.

At December 31, 2022, Oncor’s distribution business customers primarily consisted of over 100 retail electric providers that sell the electricity it distributes to consumers in its certificated service areas.

2022 Form 10-K | 21

[Table of](#i81570c9a8a084011957d18f11b8ecb4a_7) [Contents](#i81570c9a8a084011957d18f11b8ecb4a_7)

We have a strong and growing presence in Mexico through a diverse portfolio of energy infrastructure projects and assets serving Mexico’s growing energy needs.

Our energy infrastructure footprint also includes our 50.2% interest in Cameron LNG JV, which is a natural gas liquefaction export facility operating in Louisiana, and construction and development of LNG projects and assets on the Gulf Coast and Pacific Coast of North America.

In the fourth quarter of 2021, we formed Sempra Infrastructure, a new segment that includes the operating companies of our subsidiary, SI Partners, as well as a holding company and certain services companies.

Through an internal reorganization, we consolidated the assets of our LNG business (previously included in our Sempra LNG segment) and our ownership of IEnova (previously included in our Sempra Mexico segment) under Sempra Global (previously included in Parent and other), which was renamed SI Partners.

As a result, the Sempra LNG and Sempra Mexico segments no longer exist.

Our historical segment disclosures have been restated to conform with the current presentation, so that all segment discussions reflect the revised segment information of our four separate reportable segments.

In 2018, we announced a multi-phase portfolio optimization initiative designed to sharpen our strategic focus on North America.

We have since executed on that initiative by completing the sales of our renewables businesses and our non-utility natural gas storage assets in the U.S., and by completing the sales of our businesses in South America.

We present the South American businesses as discontinued operations throughout this report.

[Table of C](#i3e7fc04dfedd4ab59c15c1161795fc7d_7)[ontents](#i3e7fc04dfedd4ab59c15c1161795fc7d_7)

SDG&E’s supply at December 31, 2021 was as follows:

| Wind | | | 2023 to 2035 | | | 1,131 | | | 22 | | |

| Residential | | | 1,282,331 | | | | | | 5,657 | | | 6,606 | | | 5,982 | | |

| | | | 1,358,717 | | | | | | 11,298 | | | 14,398 | | | 14,397 | | |

| Total | | | 1,495,815 | | | | | | 17,214 | | | 17,880 | | | 17,946 | | |

municipalities, have implemented, are implementing or are considering implementing CCA.

Based on our current expectations, SDG&E could procure energy for less than half of its current customer load by December 31, 2022.

Accordingly, the associated costs of the utility’s procured resources could then be borne by SDG&E’s remaining bundled procurement customers.

However, SDG&E does not earn any return on commodity sales.

| Residential | | | 874,460 | | | | | | | | | | | | | | |

| Commercial | | | 29,060 | | | | | | | | | | | | | | |

| Total | | | 906,150 | | | | | | 84 | | | 83 | | | 71 | | |

| Residential | | | 5,823,610 | | | | | | | | | | | | | | |

| Industrial | | | 24,660 | | | | | | | | | | | | | | |

| Total | | | 6,096,870 | | | | | | 882 | | | 884 | | | 876 | | |

of other utilities, including SDG&E, or municipally owned natural gas distribution systems.

At December 31, 2021, Oncor’s distribution customers consisted of approximately 95 retail electric providers and certain electric cooperatives in its certificated service area.

On December 21, 2021, Sempra entered into a purchase and sale agreement with ADIA, pursuant to which ADIA agreed to acquire a 10% NCI in SI Partners.

The consummation of the ADIA transaction is subject to the receipt of certain regulatory and third-party approvals, and other customary closing conditions.

Following the closing of the ADIA transaction, Sempra, KKR and ADIA would directly or

indirectly own 70%, 20%, and 10%, respectively, of the outstanding Class A Units of SI Partners.

SI Partners held a 100% ownership interest in Sempra LNG Holding, LP and a 99.9% ownership interest in IEnova at December 31, 2021, following completion of the exchange offer and cash tender offer to acquire the publicly owned shares of IEnova, which we discuss in Note 1 of the Notes to Consolidated Financial Statements.

SI Partners simplifies Sempra’s ownership and management of its non-utility, energy infrastructure assets in North America by consolidating them under a single platform.

Cameron LNG JV Phase 1 achieved commercial operations of Train 1, Train 2 and Train 3 in August 2019, February 2020 and August 2020, respectively.

Shell Mexico and Gazprom have commenced binding arbitration to terminate these agreements and seek other relief.

Risk Factors.”

We expect ECA LNG Phase 1 to begin producing LNG by the end of 2024.

Risk Factors” and “Part II – Item 7.

MD&A – Capital Resources and Liquidity – Sempra Infrastructure.”

▪Baja Sur LNG, an early-stage regasification facility in La Paz, Baja California Sur, Mexico

2022 Form 10-K | 59

[Table of](#i81570c9a8a084011957d18f11b8ecb4a_7) [Contents](#i81570c9a8a084011957d18f11b8ecb4a_7)

| | | | For the fiscal year ended | | | | | | | | | | | | | | | | | | December 31, [removed: 2021] [added: 2022] | | | | | | | | | | | | | | | | | |

| 1-14201 | | | SEMPRA ENERGY | | | [removed: ] [added: ] | | | | | | California | | | 33-0732627 | | |

| 1-03779 | | | SAN DIEGO GAS & ELECTRIC COMPANY | | | [removed: ] [added: ] | | | | | | California | | | 95-1184800 | | |

| | | | [removed: 8326] [added: 8330] Century Park Court | | | | | | | | | | | | | | |

| 1-01402 | | | SOUTHERN CALIFORNIA GAS COMPANY | | | [removed: ] [added: ] | | | | | | California | | | 95-1240705 | | |

| | | | 555 West [removed: Fifth] [added: 5th] Street | | | | | | | | | | | | | | |

| 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. | | | | | | | | | [added: | | |]

| Sempra Energy | | | | | | [added: | | |] ☐ | | |

| San Diego Gas & Electric Company | | | | | | [added: | | |] ☐ | | |

| Southern California Gas Company | | | | | | [added: | | |] ☐ | | |

| 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. | | | | | | | | | [added: | | |]

| Sempra Energy | | | | | | [added: | | |] ☒ | | |

| San Diego Gas & Electric Company | | | | | | [added: | | |] ☒ | | |

| Southern California Gas Company | | | | | | [added: | | |] ☒ | | |

| Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). | | | | | | | | | [added: | | |]

| Sempra Energy | | | [added: | | |] Yes ☐ | | | No [removed: ☒] [added: ☐] | | |

| San Diego Gas & Electric Company | | | [added: | | |] Yes ☐ | | | No [removed: ☒] [added: ☐] | | |

| Southern California Gas Company | | | [added: | | |] Yes ☐ | | | No [removed: ☒] [added: ☐] | | |

| Aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of June 30, [removed: 2021:] [added: 2022:] | | | | | |

| Sempra Energy | | | [removed: $41.7] [added: $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) | | |

| Common Stock outstanding, without par value, as of February [removed: 18, 2022:] [added: 21, 2023:] | | |

| Portions of the Sempra Energy proxy statement to be filed for its May [removed: 2022] [added: 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 [removed: June 2022] [added: May 2023] annual meeting of shareholders are incorporated by reference into Part III of this annual report on Form 10-K. | | |

| [Information Regarding Forward-Looking [removed: Statements](#i3e7fc04dfedd4ab59c15c1161795fc7d_13)] [added: Statements](#i81570c9a8a084011957d18f11b8ecb4a_13)] | | | | | | [removed: [9](#i3e7fc04dfedd4ab59c15c1161795fc7d_13)] [added: [10](#i81570c9a8a084011957d18f11b8ecb4a_13)] | | |

| [Summary of Risk [removed: Factors](#i3e7fc04dfedd4ab59c15c1161795fc7d_16)] [added: Factors](#i81570c9a8a084011957d18f11b8ecb4a_16)] | | | | | | [removed: [10](#i3e7fc04dfedd4ab59c15c1161795fc7d_16)] [added: [11](#i81570c9a8a084011957d18f11b8ecb4a_16)] | | |

| Item 1. | | | [removed: [Business](#i3e7fc04dfedd4ab59c15c1161795fc7d_22)] [added: [Business](#i81570c9a8a084011957d18f11b8ecb4a_22)] | | | [removed: [12](#i3e7fc04dfedd4ab59c15c1161795fc7d_22)] [added: [13](#i81570c9a8a084011957d18f11b8ecb4a_22)] | | |

| Item 1A. | | | [Risk [removed: Factors](#i3e7fc04dfedd4ab59c15c1161795fc7d_67)] [added: Factors](#i81570c9a8a084011957d18f11b8ecb4a_67)] | | | [removed: [34](#i3e7fc04dfedd4ab59c15c1161795fc7d_67)] [added: [36](#i81570c9a8a084011957d18f11b8ecb4a_67)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#i3e7fc04dfedd4ab59c15c1161795fc7d_70)] [added: Comments](#i81570c9a8a084011957d18f11b8ecb4a_79)] | | | [removed: [58](#i3e7fc04dfedd4ab59c15c1161795fc7d_70)] [added: [59](#i81570c9a8a084011957d18f11b8ecb4a_79)] | | |

| Item 2. | | | [removed: [Properties](#i3e7fc04dfedd4ab59c15c1161795fc7d_73)] [added: [Properties](#i81570c9a8a084011957d18f11b8ecb4a_82)] | | | [removed: [58](#i3e7fc04dfedd4ab59c15c1161795fc7d_73)] [added: [59](#i81570c9a8a084011957d18f11b8ecb4a_82)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#i3e7fc04dfedd4ab59c15c1161795fc7d_76)] [added: Proceedings](#i81570c9a8a084011957d18f11b8ecb4a_85)] | | | [removed: [58](#i3e7fc04dfedd4ab59c15c1161795fc7d_76)] [added: [59](#i81570c9a8a084011957d18f11b8ecb4a_85)] | | |

| Item 4. | | | [Mine Safety [removed: Disclosures](#i3e7fc04dfedd4ab59c15c1161795fc7d_79)] [added: Disclosures](#i81570c9a8a084011957d18f11b8ecb4a_88)] | | | [removed: [58](#i3e7fc04dfedd4ab59c15c1161795fc7d_79)] [added: [60](#i81570c9a8a084011957d18f11b8ecb4a_88)] | | |

| Item 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i3e7fc04dfedd4ab59c15c1161795fc7d_85)] [added: Securities](#i81570c9a8a084011957d18f11b8ecb4a_94)] | | | [removed: [59](#i3e7fc04dfedd4ab59c15c1161795fc7d_85)] [added: [60](#i81570c9a8a084011957d18f11b8ecb4a_94)] | | |

| Item 6. | | | [removed: [(Reserved)](#i3e7fc04dfedd4ab59c15c1161795fc7d_4444)] [added: [(Reserved)](#i81570c9a8a084011957d18f11b8ecb4a_97)] | | | [removed: [60](#i3e7fc04dfedd4ab59c15c1161795fc7d_4444)] [added: [60](#i81570c9a8a084011957d18f11b8ecb4a_97)] | | |

| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i3e7fc04dfedd4ab59c15c1161795fc7d_91)] [added: Operations](#i81570c9a8a084011957d18f11b8ecb4a_100)] | | | [removed: [60](#i3e7fc04dfedd4ab59c15c1161795fc7d_91)] [added: [60](#i81570c9a8a084011957d18f11b8ecb4a_100)] | | |

| | | | [Results of [removed: Operations](#i3e7fc04dfedd4ab59c15c1161795fc7d_97)] [added: Operations](#i81570c9a8a084011957d18f11b8ecb4a_106)] | | | [removed: [60](#i3e7fc04dfedd4ab59c15c1161795fc7d_97)] [added: [61](#i81570c9a8a084011957d18f11b8ecb4a_106)] | | |

| | | | [Capital Resources and [removed: Liquidity](#i3e7fc04dfedd4ab59c15c1161795fc7d_142)] [added: Liquidity](#i81570c9a8a084011957d18f11b8ecb4a_151)] | | | [removed: [75](#i3e7fc04dfedd4ab59c15c1161795fc7d_142)] [added: [70](#i81570c9a8a084011957d18f11b8ecb4a_151)] | | |

| | | | [Critical [removed: Accounting](#i3e7fc04dfedd4ab59c15c1161795fc7d_205) [Estimates](#i3e7fc04dfedd4ab59c15c1161795fc7d_205)] [added: Accounting Estimates](#i81570c9a8a084011957d18f11b8ecb4a_220)] | | | [removed: [95](#i3e7fc04dfedd4ab59c15c1161795fc7d_205)] [added: [87](#i81570c9a8a084011957d18f11b8ecb4a_220)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i3e7fc04dfedd4ab59c15c1161795fc7d_208)] [added: Risk](#i81570c9a8a084011957d18f11b8ecb4a_226)] | | | [removed: [99](#i3e7fc04dfedd4ab59c15c1161795fc7d_208)] [added: [91](#i81570c9a8a084011957d18f11b8ecb4a_226)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#i3e7fc04dfedd4ab59c15c1161795fc7d_211)] [added: Data](#i81570c9a8a084011957d18f11b8ecb4a_229)] | | | [removed: [101](#i3e7fc04dfedd4ab59c15c1161795fc7d_211)] [added: [94](#i81570c9a8a084011957d18f11b8ecb4a_229)] | | |

| Item 9. | | | [Changes in and [removed: Disagreements with] [added: Disagreements](#i81570c9a8a084011957d18f11b8ecb4a_232) [W](#i81570c9a8a084011957d18f11b8ecb4a_232)[ith] Accountants on Accounting and Financial [removed: Disclosure](#i3e7fc04dfedd4ab59c15c1161795fc7d_214)] [added: Disclosure](#i81570c9a8a084011957d18f11b8ecb4a_232)] | | | [removed: [101](#i3e7fc04dfedd4ab59c15c1161795fc7d_214)] [added: [94](#i81570c9a8a084011957d18f11b8ecb4a_232)] | | |

2022 Form 10-K | 2

| | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | |

| | | | | | | | | | | | |

| | | | | | | | | | | | |

| | | | | | | | | | | | |

| 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. | | | | | | | | | | | |

| | | | | | | | | | | | |

| | | | | | | | | | | | |

| 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 ☐ | | |

| | | | | | | | | | | | |

| | | | | | | | | | | | |

| Sempra Energy | | | | | | Yes ☐ | | | No ☒ | | |

| San Diego Gas & Electric Company | | | | | | Yes ☐ | | | No ☒ | | |

| Southern California Gas Company | | | | | | Yes ☐ | | | No ☒ | | |

2022 Form 10-K | 3

| Sempra Energy | | | 314,569,519 shares | | |

2022 Form 10-K | 4

[Table of](#i81570c9a8a084011957d18f11b8ecb4a_7) [Contents](#i81570c9a8a084011957d18f11b8ecb4a_7)

| [Glossary](#i81570c9a8a084011957d18f11b8ecb4a_10) | | | | | | [6](#i81570c9a8a084011957d18f11b8ecb4a_10) | | |

| | | | [Overview](#i81570c9a8a084011957d18f11b8ecb4a_103) | | | [60](#i81570c9a8a084011957d18f11b8ecb4a_103) | | |

| [Signatures](#i81570c9a8a084011957d18f11b8ecb4a_298) | | | | | | [113](#i81570c9a8a084011957d18f11b8ecb4a_298) | | |

2022 Form 10-K | 5

[Table of](#i81570c9a8a084011957d18f11b8ecb4a_7) [Contents](#i81570c9a8a084011957d18f11b8ecb4a_7)

| Cameron LNG Phase 1 facility | | | Cameron LNG JV liquefaction facility | | |

| Cameron LNG Phase 2 project | | | Cameron LNG JV liquefaction expansion project | | |

| DER | | | distributed energy resources | | |

| FEED | | | front-end engineering design | | |

2022 Form 10-K | 6

[Table of](#i81570c9a8a084011957d18f11b8ecb4a_7) [Contents](#i81570c9a8a084011957d18f11b8ecb4a_7)

| HOA | | | Heads of Agreement | | |

| INEOS | | | INEOS Energy Trading Ltd., a subsidiary of INEOS Ltd. | | |

| IRA | | | Inflation Reduction Act of 2022 | | |

| ORLEN | | | Polski Koncern Naftowy Orlen S.A. (formerly Polish Oil & Gas Company) | | |

2022 Form 10-K | 7

| | | |

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Sempra Energy | | | 315,653,893 shares | | |

[Table of C](#i3e7fc04dfedd4ab59c15c1161795fc7d_7)[ontents](#i3e7fc04dfedd4ab59c15c1161795fc7d_7)

| [Glossary](#i3e7fc04dfedd4ab59c15c1161795fc7d_10) | | | | | | [5](#i3e7fc04dfedd4ab59c15c1161795fc7d_10) | | |

| | | | [Overview](#i3e7fc04dfedd4ab59c15c1161795fc7d_94) | | | [60](#i3e7fc04dfedd4ab59c15c1161795fc7d_94) | | |

| [Signatures](#i3e7fc04dfedd4ab59c15c1161795fc7d_277) | | | | | | [120](#i3e7fc04dfedd4ab59c15c1161795fc7d_277) | | |

The Notes to Consolidated Financial Statements for all of the reporting entities are combined.

| 2019 GRC FD | | | final decision in SDG&E’s and SoCalGas’ 2019 General Rate Case | | |

| AMP | | | Arrearage Management Payment Plan | | |

| Bay Gas | | | Bay Gas Storage Company, Ltd. | | |

| Blade | | | Blade Energy Partners | | |

| CalGEM | | | California Geologic Energy Management Division (formerly known as Division of Oil, Gas, and Geothermal Resources or DOGGR) | | |

| CCC | | | California Coastal Commission | | |

| CENACE | | | Centro Nacional de Control de Energía (Mexico’s National Center for Energy Control) | | |

| CENAGAS | | | Centro Nacional de Control de Gas | | |

| InfraREIT | | | InfraREIT, Inc. | | |

| IRC | | | U.S. Internal Revenue Code of 1986 (as amended) | | |

| Mississippi Hub | | | Mississippi Hub, LLC | | |

| OIR | | | Order Instituting a Rulemaking | | |

| OMEC | | | Otay Mesa Energy Center | | |

| OMEC LLC | | | Otay Mesa Energy Center LLC | | |

| Otay Mesa VIE | | | OMEC LLC VIE | | |

| Saavi Energía | | | Saavi Energía S. de R.L. de C.V. | | |

| TCJA | | | Tax Cuts and Jobs Act of 2017 | | |

| TO4 | | | Electric Transmission Owner Formula Rate, effective through May 31, 2019 | | |

We sometimes refer to SDG&E and SoCalGas collectively as Sempra California, which does not include the utilities in our Sempra Texas Utilities or Sempra Infrastructure segments or the utilities in our former South American businesses included in discontinued operations.

▪changes to laws, including proposed changes to the Mexican constitution that could materially limit access to the electric generation market and changes to Mexico’s trade rules that could materially limit our ability to import, export, transport and store hydrocarbons

▪the impact of the COVID-19 pandemic, including potential vaccination mandates, on capital projects, regulatory approvals and the execution of our operations

▪cybersecurity threats to the energy grid, storage and pipeline infrastructure, information and systems used to operate our businesses, and confidentiality of our proprietary information and personal information of our customers and employees, including ransomware attacks on our systems and the systems of third-party vendors and other parties with which we conduct

business, all of which may become more pronounced in the event of geopolitical events and other uncertainties, such as the conflict in Ukraine

▪the impact at SDG&E on competitive customer rates and reliability due to the growth in distributed and local power generation, including from departing retail load resulting from customers transferring to CCA and DA, and the risk of nonrecovery for stranded assets and contractual obligations

▪volatility in foreign currency exchange, inflation and interest rates and commodity prices, including inflationary pressures in the U.S., and our ability to effectively hedge these risks and with respect to inflation and interest rates, the impact on SDG&E’s and SoCalGas’ cost of capital and the affordability of customer rates

▪SoCalGas has incurred and may continue to incur significant costs, expenses and other liabilities related to the Leak, a substantial portion of which may not be recoverable through insurance

▪Our businesses depend on the performance of counterparties, and any performance failures by these counterparties could materially adversely affect us

Each of our operating segments currently has adequate space and, if we [removed: needed] [added: need] more space, we believe it is readily available.

[Table of C](#i3e7fc04dfedd4ab59c15c1161795fc7d_7)[ontents](#i3e7fc04dfedd4ab59c15c1161795fc7d_7)

At February [removed: 18, 2022,] [added: 21, 2023,] there were approximately [removed: 22,180] [added: 21,229] record holders of our common stock.

As of February [removed: 25, 2022,] [added: 28, 2023,] a maximum of [removed: $1.5] [added: $1.25] billion and no more than [removed: 21,104,486] [added: 19,632,529] shares may yet be purchased under [removed: the] [added: this] repurchase [removed: authorization that was publicly announced on August 5, 2020.][added: authorization.]

Information concerning dividend declarations for Sempra is included in “Part II – Item 7.

MD&A – Capital Resources and Liquidity – Sources and Uses of Cash – Dividends.”

The following table sets forth information about our common stock repurchase activity for the three months ended December 31, 2021:

| | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| PURCHASES OF EQUITY SECURITIES | | | | | | | | | | | | | | |

| *(Dollars in millions, except per share amounts)* | | | | | | | | | | | | | | |

| | | | Total number of shares purchased(1) | | | Average price paid per share(1)(2) | | | Total number of shares purchased as part of publicly announced plans or programs(1) | | | Maximum dollar value of shares that may yet be purchased under the plans or programs | | |

| November 1, 2021 - November 30, 2021 | | | 1,525,000 | | | $ | 123.91 | | 1,525,000 | | | $ | 1,811 | |

| December 1, 2021 - December 31, 2021 | | | 897,758 | | | $ | 123.69 | | 897,758 | | | $ | 1,700 | |

| Total | | | 2,422,758 | | | $ | 123.83 | | 2,422,758 | | | $ | 1,700 | |

*(1)* *All share purchases were made through open market repurchases.*

*(2)* *The price per share reflects the weighted-average price paid per share during the applicable period, and excludes amounts paid for broker fees, commissions and other similar costs.*

In addition on January 11, 2022, we entered into an ASR program under which we prepaid $200 million to repurchase shares of our common stock in a share forward transaction.

A total of 1,472,756 shares were purchased under this program, which was determined by dividing the $200 million purchase price by the arithmetic average of the volume-weighted average trading prices of shares of our common stock during the valuation period of January 12, 2022 through February 11, 2022, minus a fixed discount.

The ASR program was completed on February 11, 2022.

[Table of C](#i3e7fc04dfedd4ab59c15c1161795fc7d_7)[ontents](#i3e7fc04dfedd4ab59c15c1161795fc7d_7)

Our consolidated financial statements are listed on the Index to Consolidated Financial Statements set forth on page [removed: F-1] [added: [F-1](#i81570c9a8a084011957d18f11b8ecb4a_301)] of this annual report on Form 10-K.

[Table of C](#i3e7fc04dfedd4ab59c15c1161795fc7d_7)[ontents](#i3e7fc04dfedd4ab59c15c1161795fc7d_7)

Under the supervision and with the participation of the principal executive officers and principal financial officers of Sempra, SDG&E and SoCalGas, each such company’s management evaluated the effectiveness of the design and operation of its disclosure controls and procedures as of December 31, [removed: 2021,] [added: 2022,] the end of the period covered by this report.

Based on these evaluations, each company’s management concluded that its internal control over financial reporting was effective as of December 31, [removed: 2021.][added: 2022.]

Deloitte & Touche LLP audited the effectiveness of each company’s internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] as stated in their reports, which are included in this annual report on Form 10-K.

[removed: Other than these post-implementation activities in connection with SDG&E’s new customer information system, there] [added: There] have been no changes in Sempra’s, SDG&E’s or SoCalGas’ internal control over financial reporting during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially [removed: affect] [added: affect,] any such company’s internal control over financial reporting.

We have audited the internal control over financial reporting of Sempra Energy and subsidiaries (“Sempra”) as of December 31, [removed: 2021,] [added: 2022,] based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

In our opinion, Sempra maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated financial statements as of and for the year ended December 31, [removed: 2021] [added: 2022,] of Sempra and our report dated February [removed: 25, 2022] [added: 28, 2023,] expressed an unqualified opinion on those financial statements.

We have audited the internal control over financial reporting of San Diego Gas & Electric Company (“SDG&E”) as of December 31, [removed: 2021,] [added: 2022,] based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

In our opinion, SDG&E maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the [removed: consolidated] financial statements as of and for the year ended December 31, [removed: 2021] [added: 2022,] of SDG&E and our report dated February [removed: 25, 2022] [added: 28, 2023,] expressed an unqualified opinion on those financial statements.

We have audited the internal control over financial reporting of Southern California Gas Company (“SoCalGas”) as of December 31, [removed: 2021,] [added: 2022,] based on criteria established in *Internal Control – Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

In our opinion, SoCalGas maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] based on criteria established in *Internal Control – Integrated Framework (2013)* issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the financial statements as of and for the year ended December 31, [removed: 2021] [added: 2022,] of SoCalGas and our report dated February [removed: 25, 2022] [added: 28, 2023,] expressed an unqualified opinion on those financial statements.

2022 Form 10-K | 94

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2022 Form 10-K | 95

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February 28, 2023

2022 Form 10-K | 96

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February 28, 2023

2022 Form 10-K | 97

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February 28, 2023

2022 Form 10-K | 98

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In April 2021, SDG&E implemented a new customer information system to replace its legacy system.

The system has been designed and implemented to provide customers an enhanced digital experience and enhance the overall system of internal control over financial reporting through further automation and integration of business processes, including revenue.

In connection with the implementation, SDG&E performed pre-implementation planning, design and testing of internal controls that became effective in the second quarter of 2021.

In the fourth quarter of 2021, SDG&E completed its post-implementation monitoring and process modifications in order to maintain an effective control framework.

[Table of C](#i3e7fc04dfedd4ab59c15c1161795fc7d_7)[ontents](#i3e7fc04dfedd4ab59c15c1161795fc7d_7)

February 25, 2022

Business – Other Matters – Information About Our Executive Officers.” All other information required by this item is incorporated by reference from “Corporate Governance” and “Proposal 1: Election of Directors” in the proxy statement to be filed for the May [removed: 2022] [added: 2023] annual meeting of shareholders for Sempra and from the information statement to be filed for the [removed: June 2022] [added: May 2023] annual meeting of shareholders for SoCalGas.

The information required by this item is incorporated by reference from “Executive Compensation,” including “Compensation Discussion and Analysis,” “Compensation and Talent Committee Report” and “Compensation [removed: Tables,”] [added: Tables” (except for the disclosure under the heading “Pay-Versus-Performance”),] in the proxy statement to be filed for the May [removed: 2022] [added: 2023] annual meeting of shareholders for Sempra and from the information statement to be filed for the [removed: June 2022] [added: May 2023] annual meeting of shareholders for SoCalGas.

At December 31, [removed: 2021,] [added: 2022,] outstanding awards consisted of stock options and RSUs held by [removed: 425] [added: 424] employees.

The following table sets forth information regarding our equity compensation plans at December 31, [removed: 2021.][added: 2022.]

| 2013 LTIP | | | [removed: 568,935] [added: 151,876] | | | | | | $ | 106.76 | | | | | — | | |

*(1)* *The 2013 LTIP consists of [removed: 192,506] [added: 151,876] options to purchase shares of our common stock, all of which were granted at an exercise price equal to 100% of the grant date fair market value of the shares subject to the option, [removed: 334,492] [added: no] performance-based RSUs and [removed: 41,937] [added: no] service-based RSUs.

The 2019 LTIP consists of [removed: 344,838] [added: 564,736] options to purchase shares of our common stock, all of which were granted at an exercise price equal to 100% of the grant date fair market value of the shares subject to the option, [removed: 536,285] [added: 839,795] performance-based RSUs and [removed: 235,363] [added: 275,637] service-based RSUs.

*(2)* *Represents the weighted-average exercise price of the [removed: 192,506] [added: 151,876] and [removed: 344,838] [added: 564,736] outstanding options to purchase shares of our common stock under the 2013 LTIP and the 2019 LTIP, respectively.*

The information required by Item 403 of SEC Regulation S-K, as required by this item, is incorporated by reference from “Share Ownership” in the proxy statement to be filed for the May [removed: 2022] [added: 2023] annual meeting of shareholders for Sempra and from the information statement to be filed for the [removed: June 2022] [added: May 2023] annual meeting of shareholders for SoCalGas.

2022 Form 10-K | 99

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| 2019 LTIP | | | 1,680,168 | | | | | | $ | 132.47 | | | | | 5,056,550 | | |

[Table of C](#i3e7fc04dfedd4ab59c15c1161795fc7d_7)[ontents](#i3e7fc04dfedd4ab59c15c1161795fc7d_7)

| 2019 LTIP | | | 1,116,486 | | | | | | $ | 132.77 | | | | | 5,986,241 | | |

The information required by this item is incorporated by reference from “Corporate Governance” in the proxy statement to be filed for the May [removed: 2022] [added: 2023] annual meeting of shareholders for Sempra and from the information statement to be filed for the [removed: June 2022] [added: May 2023] annual meeting of shareholders for SoCalGas.

2022 Form 10-K | 100

[Table of](#i81570c9a8a084011957d18f11b8ecb4a_7) [Contents](#i81570c9a8a084011957d18f11b8ecb4a_7)

[Table of C](#i3e7fc04dfedd4ab59c15c1161795fc7d_7)[ontents](#i3e7fc04dfedd4ab59c15c1161795fc7d_7)

The following table shows the fees paid to Deloitte & Touche LLP, the independent registered public accounting firm for Sempra, SDG&E and SoCalGas, for services provided for [removed: 2021, 2020] [added: 2022] and [removed: 2019.][added: 2021.]

| [removed: Audit-related fees:] [added: Total audit-related fees] | | | [added: 1,765] | | | | | | [added: 13] | | | | | | | | | [added: 334] | | | | | | [added: 10] | | | | | | | | | [added: 287] | | | | | | [added: 7] | | |

| Consolidated financial statements, internal controls audits and subsidiary audits | | | $ | [removed: 9,145] [added: 10,872] | | | | | | | | | | | | | | $ | [removed: 2,469] [added: 3,013] | | | | | | | | | | | | | | $ | [removed: 3,023] [added: 3,549] | | | | | | | |

| Regulatory filings and related services | | | [removed: 827] [added: 290] | | | | | | | | | | | | | | | [removed: 100] [added: 65] | | | | | | | | | | | | | | | [removed: 55] [added: 130] | | | | | | | | |

| Total audit fees | | | [removed: 9,972] [added: 11,162] | | | | | | [removed: 82] [added: 83] | | % | | | | | | | [removed: 2,569] [added: 3,078] | | | | | | [removed: 86] [added: 87] | | % | | | | | | | [removed: 3,078] [added: 3,679] | | | | | | [removed: 90] [added: 92] | | % |

| Employee benefit plan audits | | | [removed: 505] [added: 520] | | | | | | | | | | | | | | | [removed: 183] [added: 169] | | | | | | | | | | | | | | | [removed: 307] [added: 287] | | | | | | | | |

| Other audit-related services(1) | | | [removed: 1,494] [added: 1,245] | | | | | | | | | | | | | | | [removed: 137] [added: 165] | | | | | | | | | | | | | | | — | | | | | | | | |

| All other fees(3) | | | [removed: 22] [added: 94] | | | | | | [removed: —] [added: 1] | | | | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | — | | |

| Tax fees(2) | | | [removed: 74] [added: 477] | | | | | | [removed: 1] [added: 3] | | | | | | | | | [removed: 73] [added: 116] | | | | | | 3 | | | | | | | | | [removed: —] [added: 17] | | | | | | [removed: —] [added: 1] | | |

*(1)* *Other audit-related services [removed: in 2021 and 2019] primarily relate to statutory audits and agreed upon [removed: procedures.][added: procedures.*]

*(2)* *Tax fees [removed: in 2021 and 2020] relate to tax consulting and compliance [removed: services.][added: services.*]

Except where pre-approval is not required by SEC rules, Sempra’s Audit Committee pre-approves all audit, audit-related and permissible non-audit services provided by Deloitte & Touche LLP for Sempra and its subsidiaries, including all services provided by Deloitte & Touche LLP for Sempra, SDG&E and SoCalGas in [removed: 2021, 2020] [added: 2022] and [removed: 2019.][added: 2021.]

For both types of pre-approval, the committee considers whether the services to be provided are consistent [removed: with maintaining the firm’s independence.]

| 2022: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Total fees | | | $ | 13,498 | | | | | 100 | | % | | | | | | | $ | 3,528 | | | | | 100 | | % | | | | | | | $ | 3,983 | | | | | 100 | | % |

2022 Form 10-K | 101

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with maintaining the firm’s independence.

| Audit fees: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 2020: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Total audit-related fees | | | 1,999 | | | | | | 17 | | | | | | | | | 320 | | | | | | 11 | | | | | | | | | 307 | | | | | | 9 | | |

| Tax fees(2) | | | 156 | | | | | | 1 | | | | | | | | | 111 | | | | | | 3 | | | | | | | | | 32 | | | | | | 1 | | |

| Total fees | | | $ | 12,149 | | | | | 100 | | % | | | | | | | $ | 3,000 | | | | | 100 | | % | | | | | | | $ | 3,417 | | | | | 100 | | % |

| 2019: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Consolidated financial statements, internal controls audits and subsidiary audits | | | $ | 10,568 | | | | | | | | | | | | | | $ | 2,804 | | | | | | | | | | | | | | $ | 2,789 | | | | | | | |

| Regulatory filings and related services | | | 466 | | | | | | | | | | | | | | | 45 | | | | | | | | | | | | | | | 45 | | | | | | | | |

| Total audit fees | | | 11,034 | | | | | | 87 | | % | | | | | | | 2,849 | | | | | | 89 | | % | | | | | | | 2,834 | | | | | | 91 | | % |

| Employee benefit plan audits | | | 517 | | | | | | | | | | | | | | | 162 | | | | | | | | | | | | | | | 286 | | | | | | | | |

| Other audit-related services(1) | | | 883 | | | | | | | | | | | | | | | 99 | | | | | | | | | | | | | | | 10 | | | | | | | | |

| Total audit-related fees | | | 1,400 | | | | | | 11 | | | | | | | | | 261 | | | | | | 8 | | | | | | | | | 296 | | | | | | 9 | | |

| All other fees(3) | | | 74 | | | | | | 1 | | | | | | | | | 15 | | | | | | — | | | | | | | | | — | | | | | | — | | |

| Total fees | | | $ | 12,582 | | | | | 100 | | % | | | | | | | $ | 3,198 | | | | | 100 | | % | | | | | | | $ | 3,130 | | | | | 100 | | % |

Other audit-related services in 2020 primarily relate to statutory audits, agreed upon procedures and permitted internal control advisory services.*

Tax fees in 2019 relate to tax consulting services.*

[Table of C](#i3e7fc04dfedd4ab59c15c1161795fc7d_7)[ontents](#i3e7fc04dfedd4ab59c15c1161795fc7d_7)

[removed: FINANCIAL] [added: FINANCIAL] STATEMENTS

Our consolidated financial statements are listed on the Index to Consolidated Financial Statements set forth on page [removed: F-1] [added: [F-1](#i81570c9a8a084011957d18f11b8ecb4a_301)] of this annual report on Form 10-K.

[removed: FINANCIAL] [added: FINANCIAL] STATEMENT SCHEDULES

Schedule I is listed on the Index to Condensed Financial Information of Parent as set forth on page [removed: S-1] [added: [S-1](#i81570c9a8a084011957d18f11b8ecb4a_640)] of this annual report on Form 10-K.

[removed: EXHIBITS][added: EXHIBITS]

| 4.2 | | | | | | [Description of [removed: Securities.](https://www.sec.gov/Archives/edgar/data/1032208/000103220822000007/sempra-123121xex42.htm)] [added: Securities.](https://www.sec.gov/Archives/edgar/data/1032208/000103220823000008/sempra-123122xex42.htm)] | | | X | | | | | | | | | | | |

| [removed: 4.10] [added: 4.11] | | | | | | [Subordinated Indenture, dated as of June 26, 2019, between Sempra Energy and U.S. Bank National Association, as trustee.](http://www.sec.gov/Archives/edgar/data/1032208/000119312519182590/d771903dex42.htm) | | | | | | 8-K | | | 4.2 | | | 06/26/19 | | |

| [removed: 4.11] [added: 4.12] | | | | | | [Officers’ Certificate of Sempra Energy, including the form of its 5.750% Junior Subordinated Note due 2079.](http://www.sec.gov/Archives/edgar/data/1032208/000119312519182590/d771903dex41.htm) | | | | | | 8-K | | | 4.1 | | | 06/26/19 | | |

| [removed: 4.12] [added: 4.13] | | | | | | [removed: [Officer’s] [added: [Officers'] Certificate of Sempra Energy, including the form of its 4.125% Fixed-to-Fixed Reset Rate Junior Subordinated Note due 2052.](http://www.sec.gov/Archives/edgar/data/1032208/000119312521335133/d256570dex41.htm) | | | | | | 8-K | | | 4.1 | | | 11/19/21 | | |

| [removed: 4.13] [added: 4.14] | | | | | | [Description of preferences of Preferred Stock, Preference Stock and Series Preferred Stock (Southern California Gas Company Restated Articles of Incorporation) (included as Exhibit 3.8 above).](http://www.sec.gov/Archives/edgar/data/92108/0000912057-97-010558.txt) | | | | | | 10-K | | | 3.01 | | | 03/28/97 | | |

| [removed: 4.14] [added: 4.15] | | | | | | [Description of Securities.](http://www.sec.gov/Archives/edgar/data/86521/000103220820000006/sempra-123119xex49.htm) | | | | | | 10-K | | | 4.9 | | | 02/27/20 | | |

| [removed: 4.15] [added: 4.16] | | | | | | Mortgage and Deed of Trust dated July 1, 1940. | | | | | | 2-4769 | | | B-3 | | | (1) | | |

| [removed: 4.16] [added: 4.17] | | | | | | Second Supplemental Indenture dated as of March 1, 1948. | | | | | | 2-7418 | | | B-5B | | | (1) | | |

| [removed: 4.17] [added: 4.18] | | | | | | Ninth Supplemental Indenture dated as of August 1, 1968. | | | | | | 333-52150 | | | 4.5 | | | (1) | | |

| [removed: 4.18] [added: 4.19] | | | | | | Tenth Supplemental Indenture dated as of December 1, 1968. | | | | | | 2-36042 | | | 2-K | | | (1) | | |

| [removed: 4.19] [added: 4.20] | | | | | | Sixteenth Supplemental Indenture dated August 28, 1975. | | | | | | 33-34017 | | | 4.2 | | | (1) | | |

| [removed: 4.20] [added: 4.21] | | | | | | [Fiftieth Supplemental Indenture, dated as of May 19, 2005.](http://www.sec.gov/Archives/edgar/data/86521/000119312505111235/dex41.htm) | | | | | | 8-K | | | 4.1 | | | 05/19/05 | | |

| [removed: 4.21] [added: 4.22] | | | | | | [Fifty-Second Supplemental Indenture, dated as of June 8, 2006.](http://www.sec.gov/Archives/edgar/data/86521/000119312506126759/dex41.htm) | | | | | | 8-K | | | 4.1 | | | 06/08/06 | | |

| [removed: 4.22] [added: 4.23] | | | | | | [Fifty-Fourth Supplemental Indenture, dated as of September 20, 2007.](http://www.sec.gov/Archives/edgar/data/86521/000119312507204488/dex41.htm) | | | | | | 8-K | | | 4.1 | | | 09/20/07 | | |

| [removed: 4.23] [added: 4.24] | | | | | | [Fifty-Fifth Supplemental Indenture, dated as of May 14, 2009.](http://www.sec.gov/Archives/edgar/data/86521/000119312509113071/dex41.htm) | | | | | | 8-K | | | 4.1 | | | 05/15/09 | | |

| [removed: 4.24] [added: 4.25] | | | | | | [Fifty-Sixth Supplemental Indenture, dated as of May 13, 2010.](http://www.sec.gov/Archives/edgar/data/86521/000119312510119036/dex41.htm) | | | | | | 8-K | | | 4.1 | | | 05/13/10 | | |

| [removed: 4.25] [added: 4.26] | | | | | | [Fifty-Seventh Supplemental Indenture, dated as of August 26, 2010.](http://www.sec.gov/Archives/edgar/data/86521/000119312510198329/dex41.htm) | | | | | | 8-K | | | 4.1 | | | 08/26/10 | | |

| [removed: 4.26] [added: 4.33] | | | | | | [removed: [Fifty-Eighth] [added: [Sixty-Eighth] Supplemental Indenture, dated as of [removed: August 18, 2011.](http://www.sec.gov/Archives/edgar/data/86521/000119312511226367/dex41.htm)] [added: May 31, 2019.](http://www.sec.gov/Archives/edgar/data/86521/000119312519162851/d755278dex41.htm)] | | | | | | 8-K | | | 4.1 | | | [removed: 08/18/11] [added: 05/31/19] | | |

| 4.30 | | | | | | [removed: [Sixty-Fourth] [added: [Sixty-Fifth] Supplemental Indenture, dated as of [removed: March 12, 2015.](http://www.sec.gov/Archives/edgar/data/86521/000119312515088998/d887630dex42.htm)] [added: May 19, 2016.](http://www.sec.gov/Archives/edgar/data/86521/000119312516595822/d150815dex41.htm)] | | | | | | 8-K | | | [removed: 4.2] [added: 4.1] | | | [removed: 03/12/15] [added: 05/19/16] | | |

| 4.31 | | | | | | [removed: [Sixty-Fifth] [added: [Sixty-Sixth] Supplemental Indenture, dated as of [removed: May 19, 2016.](http://www.sec.gov/Archives/edgar/data/86521/000119312516595822/d150815dex41.htm)] [added: June 8, 2017.](http://www.sec.gov/Archives/edgar/data/86521/000119312517198206/d407343dex41.htm)] | | | | | | 8-K | | | 4.1 | | | [removed: 05/19/16] [added: 06/08/17] | | |

| 4.32 | | | | | | [removed: [Sixty-Sixth] [added: [Sixty-Seventh] Supplemental Indenture, dated as of [removed: June 8, 2017.](http://www.sec.gov/Archives/edgar/data/86521/000119312517198206/d407343dex41.htm)] [added: May 17, 2018.](http://www.sec.gov/Archives/edgar/data/86521/000119312518166587/d582987dex41.htm)] | | | | | | 8-K | | | 4.1 | | | [removed: 06/08/17] [added: 05/17/18] | | |

| [removed: 4.33] [added: 4.34] | | | | | | [removed: [Sixty-Seventh] [added: [Sixty-Ninth] Supplemental Indenture, dated as of [removed: May 17, 2018.](http://www.sec.gov/Archives/edgar/data/86521/000119312518166587/d582987dex41.htm)] [added: April 7, 2020.](http://www.sec.gov/Archives/edgar/data/86521/000119312520100478/d910624dex41.htm)] | | | | | | 8-K | | | 4.1 | | | [removed: 05/17/18] [added: 04/07/20] | | |

| [removed: 4.34] [added: 4.35] | | | | | | [removed: [Sixty-Eighth] [added: [Seventieth] Supplemental Indenture, dated as of [removed: May 31, 2019.](http://www.sec.gov/Archives/edgar/data/86521/000119312519162851/d755278dex41.htm)] [added: September 28, 2020.](http://www.sec.gov/Archives/edgar/data/86521/000119312520256463/d76863dex41.htm)] | | | | | | 8-K | | | 4.1 | | | [removed: 05/31/19] [added: 09/28/20] | | |

| [removed: 4.35] [added: 4.36] | | | | | | [removed: [Sixty-Ninth] [added: [Seventy-First] Supplemental Indenture, dated as of [removed: April 7, 2020.](http://www.sec.gov/Archives/edgar/data/86521/000119312520100478/d910624dex41.htm)] [added: August 13, 2021.](http://www.sec.gov/Archives/edgar/data/86521/000119312521246046/d211827dex41.htm)] | | | | | | 8-K | | | 4.1 | | | [removed: 04/07/20] [added: 08/13/21] | | |

| [removed: 4.36] [added: 4.37] | | | | | | [removed: [Seventieth] [added: [Seventy-Second] Supplemental Indenture, dated as of [removed: September 28, 2020.](http://www.sec.gov/Archives/edgar/data/86521/000119312520256463/d76863dex41.htm)] [added: March 11, 2022.](http://www.sec.gov/Archives/edgar/data/86521/000119312522073384/d683674dex41.htm)] | | | | | | 8-K | | | 4.1 | | | [removed: 09/28/20] [added: 03/11/22] | | |

| [removed: 4.37] [added: 4.38] | | | | | | [removed: [Seventy-First] [added: [Seventy-Third] Supplemental Indenture, dated as of [removed: August 13, 2021.](http://www.sec.gov/Archives/edgar/data/86521/000119312521246046/d211827dex41.htm)] [added: March 11, 2022.](http://www.sec.gov/Archives/edgar/data/86521/000119312522073384/d683674dex42.htm)] | | | | | | 8-K | | | [removed: 4.1] [added: 4.2] | | | [removed: 08/13/21] [added: 03/11/22] | | |

(1) Exhibit is not available on the SEC’s website as it was filed in paper and predates [removed: the SEC’s Electronic Data Gathering, Analysis, and Retrieval (EDGAR) database.][added: EDGAR.]

| [removed: 4.38] [added: 4.39] | | | | | | First Mortgage Indenture of Southern California Gas Company to American Trust Company dated October 1, 1940. | | | | | | 2-4504 | | | B-4 | | | (1) | | |

| [removed: 4.39] [added: 4.41] | | | | | | Supplemental Indenture of Southern California Gas Company to American Trust Company dated as of August 1, 1955. | | | | | | 2-11997 | | | 4.07 | | | (1) | | |

| [removed: 4.40] [added: 4.42] | | | | | | [Supplemental Indenture of Southern California Gas Company to American Trust Company dated as of December 1, 1956.](http://www.sec.gov/Archives/edgar/data/1032208/000008652107000014/supplindenture120156.htm) | | | | | | 10-K | | | 4.09 | | | 02/23/07 | | |

| [removed: 4.41] [added: 4.43] | | | | | | [Supplemental Indenture of Southern California Gas Company to Wells Fargo Bank dated as of June 1, 1965.](http://www.sec.gov/Archives/edgar/data/1032208/000008652107000014/supplindenture060165.htm) | | | | | | 10-K | | | 4.10 | | | 02/23/07 | | |

| [removed: 4.42] [added: 4.44] | | | | | | Supplemental Indenture of Southern California Gas Company to Wells Fargo Bank, National Association dated as of August 1, 1972. | | | | | | 2-59832 | | | 2.19 | | | (1) | | |

| [removed: 4.43] [added: 4.45] | | | | | | Supplemental Indenture of Southern California Gas Company to Wells Fargo Bank, National Association dated as of May 1, 1976. | | | | | | 2-56034 | | | 2.20 | | | (1) | | |

| [removed: 4.44] [added: 4.46] | | | | | | Supplemental Indenture of Southern California Gas Company to Wells Fargo Bank, National Association dated as of September 15, 1981. | | | | | | 333-70654 | | | 4.24 | | | (1) | | |