Sempra (SRE) 10-K risk factor changes: FY2023 vs FY2022

*When evaluating our company and its [removed: subsidiaries] [added: consolidated entities] 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] [added: SEC, including] those filed subsequent to this [removed: report).][added: report.]

If any of these risks occurs, our results of operations, financial condition, cash flows and/or prospects could be materially adversely affected, our actual results could differ materially from those expressed [removed: in any forward-looking statements made by us] or [removed: on] [added: implied in] our [removed: behalf,] [added: forward-looking statements,] and the trading [removed: price] [added: prices] of our securities and those of our [removed: subsidiaries] [added: consolidated entities] could decline.

These risk factors are not prioritized in order of importance or materiality, and they should be read [removed: in conjunction] [added: together] with the other information in this report, including [removed: the information set forth] in the Consolidated Financial Statements and in “Part II – Item 7.

Sempra’s [removed: cash flows,] ability to pay dividends and [removed: ability to] meet its [removed: debt] obligations largely [removed: depend] [added: depends] on the performance of its subsidiaries and entities accounted for as equity method investments.

We are a holding company and substantially all [removed: our] [added: the] assets [added: that produce our earnings] are owned by our subsidiaries or entities we do not control, including equity method investments.

Our ability to pay dividends and meet our debt and other obligations largely depends on [removed: cash flows] [added: distributions] 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, dividend payments to third-party owners (if any) and debt and other obligations.

In addition, entities accounted for as equity method investments, which we do not control, and our subsidiaries are all separate and distinct legal entities that are not obligated to pay dividends or make loans or distributions to us and could be precluded from doing so by legislation, [removed: regulation, court order] [added: regulation] or contractual restrictions, in times of financial distress or in other circumstances.

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

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

For businesses we do not control, we are subject to the decisions of others, which may [removed: not always] be [removed: in] [added: adverse to] our [removed: interest and could negatively affect us.][added: interest.]

In addition, irrespective of whether [removed: or not] we control these businesses, we could be responsible for liabilities or losses related to these businesses or elect to make capital contributions to these businesses.

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

Any [added: actual or] perceived [removed: uncertainties about] [added: instability in] our future [removed: direction or control, our ability] [added: direction, inability] to execute our strategies, or [removed: the composition of] [added: changes in] our board of directors or management team arising from activist shareholder [removed: attention or other action could lead to a perception of instability or a change in the direction of our business, which] [added: campaigns] could be exploited by our competitors and/or other activist shareholders, result in the loss of business opportunities, and make it more difficult to pursue our strategic initiatives or attract and retain qualified personnel and business partners, any of which could have a material adverse effect on our results of operations, financial condition, cash flows and/or prospects.

Any impairment of our assets [removed: or investments] could negatively impact us.

We could experience a reduction in the fair value of our assets, including our [removed: long-lived assets, intangible assets or goodwill, and/or our] investments that we account for under the equity [removed: method] [added: method,] upon the occurrence of many of the risks discussed in these risk factors and elsewhere in this report, [removed: including any closure of the Aliso Canyon natural gas storage facility without adequate cost recovery,] [added: such as from] any inability to operate our existing facilities or develop new projects in Mexico due to [added: recent and] proposed changes to [removed: existing] laws or regulations or other circumstances affecting the energy sector or our assets in that country, and more generally any loss of permits or approvals that requires us to adjust or cease certain operations and any [removed: investment] [added: failure to complete or receive an adequate return on our investments] in capital [removed: projects that do not receive required approvals or are changed, abandoned or otherwise not completed.][added: projects.]

At February [removed: 21, 2023,] [added: 20, 2024,] we had [removed: 314,569,519] [added: 632,149,916] shares of our common stock and 900,000 shares of our non-convertible series C preferred stock outstanding.

[removed: We may seek to raise capital by issuing additional] equity [added: (as we did in November 2023)] or convertible debt securities, which may materially dilute the voting rights and economic interests of holders of our outstanding common and preferred stock and materially adversely affect the trading price of our common and preferred stock.

[removed: Dividend] [added: The dividend] requirements [removed: associated with] [added: of] our preferred stock subject us to risks.

Additionally, the terms of the series C preferred stock generally provide that if dividends on any shares of the preferred stock have not been declared and paid or have been declared but not paid for three or more semi-annual dividend periods, [removed: whether or not consecutive,] the holders of the preferred stock would be entitled to elect two additional members to our board of directors, subject to certain terms and limitations.

In addition to being listed [removed: for trading] on the NYSE, our common stock is listed [removed: for trading] on the Mexican Stock Exchange and registered with the CNBV.

Such listing and registration subjects us to filing and other requirements in Mexico that [removed: could increase] [added: have increased our] costs and [removed: increase performance risk] [added: risks] of [removed: personnel given additional responsibilities.][added: noncompliance.]

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

Our businesses are subject to risks arising from their infrastructure and [removed: information systems.][added: systems that support this infrastructure.]

Our [removed: businesses’] facilities and the [removed: information] systems that interconnect and/or manage them are subject to risks of, among other things, [removed: potential breakdown or failure of] equipment or [removed: processes] [added: process failures] due to aging infrastructure [removed: and systems;] [added: or otherwise;] human error; shortages of or delays in obtaining equipment, materials, commodities or labor, which [added: have been and] may [added: in the future] be exacerbated by [removed: current or future] supply chain constraints [removed: and] [added: or] tight labor market conditions, [removed: and] [added: as well as] 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 or transportation contracts; and performance below expected levels.

[removed: Even though] [added: Although] our businesses undertake capital investment projects to construct, replace, [removed: maintain, improve] [added: operate, maintain] and upgrade facilities and systems, such projects may not be [added: completed or] effective at managing [removed: the aforementioned risks,] [added: these risks] and [removed: may] involve significant costs that may not be [removed: recoverable and challenges in achieving completion.][added: recoverable.]

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

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

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

[removed: ▪inadequate emergency preparedness plans and the] [added: ▪the] failure to respond effectively to catastrophic events

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

[removed: In addition, if we are unable to defend and retain title to the properties we own or if we are unable to obtain or retain rights to construct and operate on the properties we do not own in a timely manner, on] reasonable terms or at all, we could lose our rights to occupy and use these properties and the related facilities, which could [removed: result in modification, delay] [added: prevent, limit] or [removed: curtailment of] [added: delay] existing or proposed operations or projects, increase our costs, and result in breaches of [removed: one or more] permits or contracts [added: and] related [removed: to the affected facilities that could lead to] legal costs, [removed: impairments or] [added: impairments,] fines or penalties.

Our facilities and [removed: infrastructure, including projects in development and under construction,] [added: infrastructure] may be damaged by severe weather, natural disasters, [added: wildfires,] accidents, explosions or acts of terrorism, [removed: war] [added: war,] or criminality.

Because we are in the business of using, storing, transporting and disposing of highly flammable, explosive and radioactive materials and operating highly energized equipment, the risks such incidents [removed: may] pose to our facilities and infrastructure, as well as [removed: the risks] to the surrounding communities for which we could be [removed: held responsible,] [added: liable,] are substantially greater than the [added: potential] risks [removed: such incidents pose] to a typical business.

Such incidents could result in [removed: business and project development] [added: operational] disruptions, power or gas outages, property damage, [removed: injuries and loss of life for which we could be liable] [added: personal injury or death] 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.

Insurance coverage for these costs may [added: continue to] increase or become prohibitively expensive, be disputed by insurers, or become unavailable for certain of these risks or at [removed: sufficient] [added: adequate] levels, and any insurance proceeds may be insufficient to cover our losses or liabilities due to limitations, exclusions, high deductibles, failure to comply with procedural requirements or other factors.

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

[removed: Moreover, weather-related incidents have become more prevalent, unpredictable and severe as] [added: As] a [removed: result of climate change or other factors, which] [added: result, these incidents] 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.

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

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

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

Sempra’s investments in businesses it does not control exposes us to risks.

We have been and may in the future be subject to activist shareholder attention.

Responding to activist shareholders can be costly and time-consuming and requires time and attention by our board of directors and management, diverting their attention from our business strategies.

2023 Form 10-K | 34

Settlement provisions contained in our equity forward sale agreements subject us to certain risks.

The counterparties to the November 2023 forward sale agreements Sempra entered into in connection with its common stock offering that we discuss in Note 14 of the Notes to Consolidated Financial Statements (collectively, the forward purchasers) have the right to accelerate their respective forward sale agreements (or, in certain cases, the portion thereof that they determine is affected by the relevant event) and require us to physically settle such forward sale agreements on a date specified by the forward purchasers if, among other things and subject to a prior notice requirement:

▪they are unable to establish, maintain or unwind their hedge position with respect to the forward sale agreements;

▪they determine that they are unable to continue to borrow in a commercially reasonable manner a sufficient number of shares of our common stock or that they would incur a rate that is greater than the cost to borrow shares specified in the forward sale agreements;

▪we declare or pay cash dividends on shares of our common stock before or in an amount that exceeds those prescribed by the forward sale agreements;

▪announcement of certain extraordinary events such as certain mergers and tender offers, insolvency and the delisting of our common stock, or an event occurs that would constitute a hedging disruption or change in law;

The forward purchasers’ decision to exercise their right to accelerate the forward sale agreements (or, in certain cases, the portion thereof that they determine is affected by the relevant event) and to require us to settle the forward sale agreements will be made irrespective of our interests, including our need for capital.

In such cases, we could be required to issue and deliver our common stock under the terms of the physical settlement provisions of the forward sale agreements irrespective of our capital needs, which would result in dilution to our EPS and may adversely affect the market price of our common stock, our preferred stock, any other equity that we may issue and our debt securities.

If the forward purchasers do not exercise the right to accelerate the forward sale agreements, we are required to fully settle these forward sale agreements prior to December 31, 2024, which we expect to do entirely by delivery of shares of our common stock under physical settlement.

Subject to the provisions of the forward sale agreements, delivery of our shares upon physical or net share settlement of the forward sale agreements will result in dilution to our EPS and may adversely affect the market price of our common stock, our preferred stock and any other equity that we may issue.

If we elect to cash or net share settle all or a portion of the shares of our common stock underlying the forward sale agreements, we would expect to issue a substantially lower number of shares than if we settled by physical delivery, but would not receive the cash for the shares that would have otherwise been issued if we settled the entire forward sale agreements by physical delivery and will not derive the same benefits from the standpoint of improving our credit metrics.

Our businesses have substantial capital needs, and we may seek to raise capital by issuing additional

2023 Form 10-K | 35

In addition, if we are unable to defend and retain title to the properties we own or obtain or retain rights to construct and operate on the properties we do not own in a timely manner, on

2023 Form 10-K | 36

We face risks related to severe weather, natural disasters, physical attacks and other similar events.

Moreover, weather-related incidents have become more prevalent, unpredictable and severe as a result of climate change or other factors.

We are also vulnerable in the event of attacks on or failures to protect third-party vendors’ technologies and systems, depending on the level of access these vendors have to our information and systems.

In particular, ransomware and other forms of cyber-attacks targeting utility systems and other energy infrastructure are continuously increasing in sophistication, magnitude and frequency, may not be recognized until launched against a target and may further escalate during periods of heightened geopolitical tensions.

Accordingly, we may be unable to anticipate these techniques or to implement adequate security barriers or other preventative measures, making it impossible for us to entirely eliminate this risk.

Although we have not experienced a material breach of our information systems or data, we and some of our vendors have been and will likely continue to be subject to breaches of and attempts to gain unauthorized access to our systems or data or efforts to otherwise disrupt our operations.

Any actual or perceived noncompliance with applicable data privacy and security laws or any

2023 Form 10-K | 37

SoCalGas has a collective bargaining agreement that expires on September 30, 2024.

Additionally, we have been faced with a shortage of experienced and qualified personnel in certain specialty operational positions and could experience labor disruptions from personnel in those positions.

Our businesses depend on the performance of counterparties.

2023 Form 10-K | 38

for our long-term supply, sales and capacity contracts.

Force majeure declarations may also have attendant negative consequences, such as the fees lost by Cameron LNG JV on delivery of excess LNG to tolling customers in connection with certain force majeure events, or loss or deferral of revenue arising from non-deliveries of natural gas from suppliers or LNG to customers in certain circumstances.

Also, certain force majeure events may impact the contractors constructing Sempra Infrastructure’s projects, which may result in increased costs or schedule delays.

Sempra Infrastructure may have limited remedies available for certain failures to perform, including limitations on damages that may prohibit recovery of costs incurred for any breach of an agreement.

2023 Form 10-K | 39

▪the PA LNG Phase 1 project experiences higher construction costs

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

▪a consistent weakening of SDG&E’s financial metrics, or it fails to meet certain financial credit metrics

▪a deterioration in the regulatory environment, including credit negative outcomes of its pending regulatory proceedings

Sempra has substantial investments in and obligations arising from businesses it does not control or manage or in which it shares control.

Responding to activist shareholders could require us to

2022 Form 10-K | 36

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

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 securities based on temporary or speculative market perceptions or other factors.

2022 Form 10-K | 37

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

Such incidents that do not directly

2022 Form 10-K | 38

In particular, cyber-attacks targeting utility systems and other energy 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 connection with certain geopolitical events, such as the war in Ukraine.

Further, the virtualization of many business activities increases cyber risk, and generally there has been an associated increase in targeted cyber-attacks.

2022 Form 10-K | 39

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

Our businesses face risks related to the COVID-19 pandemic.

The COVID-19 pandemic has materially impacted communities, supply chains, economies and markets around the world since March 2020.

To date, the COVID-19 pandemic has not had a material impact on our results of operations.

However, Sempra and some or all its businesses have been and could continue to be impacted by this pandemic or any future pandemic in a number of ways, including:

▪Disruption in 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 early in the pandemic (except for SoCalGas’ noncore 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

2022 Form 10-K | 40

▪Precautionary, preemptive and responsive actions taken by our current and prospective counterparties, customers and partners, as well as regulators and other governing bodies that affect our businesses, which have affected and could further affect our operations, results, liquidity and ability to pursue capital projects and strategic initiatives

We will continue to actively monitor the effects of the COVID-19 pandemic and may take further actions that alter our 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.

However, we cannot at this time predict the extent to which the COVID-19 pandemic may further impact our businesses.

▪requiring cash to be used for debt service payments, thereby reducing the cash available for other purposes

▪the overall health of the energy industry

▪volatility in electricity or natural gas prices

2022 Form 10-K | 41

We are subject to risks due to uncertainty relating to the calculation of LIBOR and its scheduled discontinuance.

Certain of our financial and commercial agreements, including those for variable rate indebtedness, as well as interest rate derivatives, incorporate LIBOR as a benchmark for establishing certain rates.

As directed by the U.S. Federal Reserve, banks ceased making new LIBOR-based issuances at the end of 2021, and publication of certain key U.S. dollar LIBOR tenors for existing loans is expected to cease in mid-2023.

These events could cause LIBOR to perform differently than it has performed historically.

Use of the SOFR, which has been identified as the replacement benchmark rate for LIBOR, may result in interest payments that are higher than expected or that do not otherwise correlate over time with the payments that would have been made using LIBOR.

Changes to or the discontinuance of LIBOR, any uncertainty regarding such changes or discontinuance, and the performance and characteristics of alternative benchmark rates, could negatively affect our existing and future variable rate indebtedness and interest rate hedges and the cost of doing business under our commercial agreements that incorporate LIBOR, SOFR or other alternative benchmark rates, and could require us to seek to amend the terms of the relevant indebtedness or agreements, which may not be possible and/or may require us to accept terms that are materially worse than existing terms.

▪a consistent weakening of SDG&E’s financial metrics or a deterioration in the regulatory environment

2022 Form 10-K | 42

MD&A – Results of Operations”).

Certain of the contracts we may use for hedging purposes are subject to fair value accounting, which may result in gains or losses in earnings for those contracts that may not reflect the associated gains or losses of the underlying position being hedged and could result in fluctuations of our results from period to period.

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

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

Our [removed: 2022] [added: 2023] operational and financial results reflect our mission to be North America’s premier energy infrastructure company.

Key events in [removed: 2022] [added: 2023] include:

▪Oncor [removed: filed its comprehensive base rate review and expects to receive] [added: received] a final order from the PUCT [removed: around the end of the first quarter of 2023][added: on its comprehensive base rate review]

▪We invested [removed: $5.7] [added: $8.8] billion in capital expenditures and investments

[removed: RESULTS] [added: RESULTS] OF [removed: OPERATIONS][added: OPERATIONS]

[removed: We discuss the following in Results of Operations:][added: | RESULTS OF OPERATIONS | | | | | | | | |]

[removed: ▪Overall results of operations of Sempra;][added: RESULTS OF OPERATIONS]

[removed: ▪Significant changes in revenues, costs and earnings; and][added: SIGNIFICANT CHANGES IN REVENUES AND COSTS]

[removed: ▪Impact] [added: We also discuss herein the impact] of foreign currency and inflation rates on [added: Sempra’s] results of operations.

We discuss herein our [removed: results] [added: sources and uses] of [removed: operations] [added: cash] for the year ended December 31, [removed: 2022] [added: 2023] compared to the year ended December 31, [removed: 2021.][added: 2022.]

For a discussion of our [removed: results] [added: sources and uses] of [removed: operations] [added: cash] for the year ended December 31, [removed: 2021] [added: 2022] compared to the year ended December 31, [removed: 2020,] [added: 2021,] refer to “[Part II – Item 7.

MD&A – Results of [removed: Operations](http://www.sec.gov/ix?doc=/Archives/edgar/data/86521/000103220822000007/sre-20211231.htm#i3e7fc04dfedd4ab59c15c1161795fc7d_91)”] [added: Operations](http://www.sec.gov/Archives/edgar/data/86521/000103220823000008/sre-20221231.htm#i81570c9a8a084011957d18f11b8ecb4a_106)”] in our [removed: 2021] [added: 2022] annual report on [Form [removed: 10-K](http://www.sec.gov/ix?doc=/Archives/edgar/data/86521/000103220822000007/sre-20211231.htm)] [added: 10-K](http://www.sec.gov/Archives/edgar/data/86521/000103220823000008/sre-20221231.htm)] filed with the SEC on February [removed: 25, 2022.][added: 28, 2023.]

[removed: OVERALL RESULTS OF OPERATIONS] [added: | RESULTS] OF [removed: SEMPRA][added: OPERATIONS | | | | | | | | |]

[removed: | OVERALL RESULTS OF OPERATIONS] [added: RESULTS] OF [removed: SEMPRA | | | | | | | | |][added: OPERATIONS]

[removed: ][added: ]

Throughout the MD&A, our [removed: reference] [added: references] to earnings [removed: represents] [added: represent] earnings attributable to common shares.

| [removed: SEMPRA EARNINGS] [added: EARNINGS] (LOSSES) BY SEGMENT | | | | | | | | | | | | | | | | | |

| | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | |

| Sempra Texas Utilities | | | [removed: 736] [added: 694] | | | | | | [removed: 616] [added: 736] | | | | | | [removed: 579] [added: 616] | | |

| Sempra Infrastructure | | | [removed: 310] [added: 877] | | | | | | [removed: 682] [added: 310] | | | | | | [removed: 580] [added: 682] | | |

| Parent and other(1) | | | [removed: (466)] [added: (288)] | | | | | | [removed: (436)] [added: (466)] | | | | | | [removed: (563)] [added: (436)] | | |

| [removed: Earnings] [added: Earnings] attributable to common [removed: shares] [added: shares] | | | $ | [removed: 2,094] [added: 3,030] | | | | | $ | [removed: 1,254] [added: 2,094] | | | | | $ | [removed: 3,764] [added: 1,254] | |

[removed: The] [added: In 2022 compared to 2021, the] increase in earnings of [removed: $96 million (12%) in 2022 compared to 2021] [added: $1.1 billion] was primarily due to:

[removed: ▪$56] [added: ▪$161] million higher CPUC base operating margin, net of operating [removed: expenses;][added: expenses]

[removed: ▪$26] [added: ▪$21] million lower [added: net] income tax expense primarily from flow-through items, net of lower associated regulatory [removed: revenues;][added: revenues]

▪$20 million higher income tax benefit from the resolution of prior year income tax [removed: items;][added: items]

[removed: ▪$9] [added: - $39] million higher net regulatory interest [removed: income; and][added: income]

[removed: ▪$7] [added: ▪$14] million higher AFUDC [removed: equity; offset by][added: equity]

[removed: ▪$26] [added: ▪$90] million higher net interest [removed: expense.][added: expense]

[removed: Earnings of $599 million in] [added: In] 2022 compared to [removed: losses] [added: 2021, the decrease in earnings] of [removed: $427] [added: $372] million [removed: in 2021] was primarily due to:

▪$949 million decrease in charges relating to litigation and regulatory matters pertaining to the Leak comprised of [added: a] $199 million [added: charge] in 2022 compared to $1,148 million in [removed: 2021;][added: 2021]

[removed: ▪$105] [added: - $30] million higher CPUC base operating margin, net of operating [removed: expenses;][added: expenses and $46 million from lower authorized cost of capital]

[removed: ▪$7] [added: ▪$10] million higher AFUDC [removed: equity; and][added: equity, including $14 million at Sempra California]

[removed: ▪$6] [added: ▪$15] million higher net regulatory interest [removed: income; offset by][added: income]

[removed: ▪$26] [added: ▪$52] million higher net interest [removed: expense; and][added: expense]

▪$10 million in penalties [added: in 2022] related to [removed: the] energy efficiency and advocacy [removed: OSCs, which we discuss in Note 4 of the Notes to Consolidated Financial Statements.][added: OSCs]

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

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

▪higher [removed: depreciation] [added: interest] expense and [removed: interest] [added: depreciation] expense attributable to invested [removed: capital; and][added: capital]

▪higher [removed: O&M.][added: O&M]

| | | | *Page* | | |

| [Overview](#i34202851bc92405e8a628240d0837aab_106) | | | [59](#i34202851bc92405e8a628240d0837aab_106) | | |

| [Results of Operations by Registrant](#i34202851bc92405e8a628240d0837aab_109) | | | [60](#i34202851bc92405e8a628240d0837aab_109) | | |

| [Sempra](#i34202851bc92405e8a628240d0837aab_112) | | | [60](#i34202851bc92405e8a628240d0837aab_112) | | |

| [SDG&E](#i34202851bc92405e8a628240d0837aab_5409) | | | [74](#i34202851bc92405e8a628240d0837aab_5409) | | |

| [SoCalGas](#i34202851bc92405e8a628240d0837aab_5419) | | | [76](#i34202851bc92405e8a628240d0837aab_5419) | | |

| [Capital Resources and Liquidity](#i34202851bc92405e8a628240d0837aab_154) | | | [78](#i34202851bc92405e8a628240d0837aab_154) | | |

| [Critical Accounting Estimates](#i34202851bc92405e8a628240d0837aab_211) | | | [95](#i34202851bc92405e8a628240d0837aab_211) | | |

| [New Accounting Standards](#i34202851bc92405e8a628240d0837aab_5585) | | | [99](#i34202851bc92405e8a628240d0837aab_5585) | | |

This combined MD&A includes the operational and financial results of the following three Registrants:

▪*Sempra* is a California-based holding company with energy infrastructure investments in North America.

Our businesses invest in, develop and operate energy infrastructure, and provide electric and gas services to customers.

▪*SDG&E* is a regulated public utility that provides electric service to San Diego and southern Orange counties and natural gas service to San Diego County.

▪*SoCalGas* is a regulated public natural gas distribution utility, serving customers throughout most of Southern California and part of central California.

In the fourth quarter of 2023, Sempra realigned its reportable segments to reflect changes in how the CODM oversees our three platforms: Sempra California, Sempra Texas Utilities and Sempra Infrastructure.

Our former SDG&E and SoCalGas reportable segments were combined into one operating and reportable segment, Sempra California, which is consistent with how the CODM assesses performance due to the similarities of their operations, including geographic location and regulatory framework in California.

Sempra’s historical segment disclosures have been restated to conform with the current presentation, so that all discussions reflect the revised segment information of its three reportable segments:

▪Sempra California

SDG&E and SoCalGas each has one reportable segment.

▪Sempra celebrated its 25th anniversary

▪Our company changed its legal name from Sempra Energy to Sempra

▪We completed the offering of 17,142,858 shares of Sempra’s common stock at a public offering price of $70.00 per share, pursuant to forward sale agreements

▪The CCM was triggered and approved for SDG&E and SoCalGas, which increases each company’s respective ROE by 70 bps effective January 1, 2024

▪The CPUC authorized an increase to the Aliso Canyon natural gas storage facility’s capacity from 41.16 Bcf to 68.6 Bcf

2023 Form 10-K | 59

▪Sempra Infrastructure reached a final investment decision and started construction on the PA LNG Phase 1 project and Port Arthur Pipeline Louisiana Connector and Louisiana Storage projects

▪SI Partners completed the sales of a 30% and 42% NCI in the PA LNG Phase 1 project to ConocoPhillips and KKR Denali, respectively

On August 2, 2023, Sempra’s board of directors declared a two-for-one split of Sempra’s common stock in the form of a 100% stock dividend for shareholders of record at the close of business on August 14, 2023.

Sempra’s common stock began trading on a post-split basis effective August 22, 2023.

Except as expressly noted, all share and per share information related to issued and outstanding common stock has been retroactively adjusted to reflect the stock split and is presented on a post-split basis herein.

RESULTS OF OPERATIONS BY REGISTRANT


We discuss herein Sempra’s results of operations and significant changes in earnings (losses), revenues and costs by segment, as well as Parent and other, for the year ended December 31, 2023 compared to the year ended December 31, 2022 and the year ended December 31, 2022 compared to the year ended December 31, 2021.

| Sempra California | | | $ | 1,747 | | | | | $ | 1,514 | | | | | $ | 392 | |

2023 Form 10-K | 60

Sempra California’s earnings are comprised of SDG&E and SoCalGas.

In 2023 compared to 2022, the increase in earnings of $233 million (15%) was primarily due to:

- $199 million charge in 2022 relating to litigation and regulatory matters pertaining to the Leak

- $37 million higher income tax benefits primarily from flow-through items, which includes $25 million related to income tax benefits in 2023 for previously unrecognized income tax benefits pertaining to gas repairs expenditures

▪$21 million higher electric transmission margin

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

2022 Form 10-K | 60

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

▪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

▪Sempra Infrastructure completed the sale of a 10% NCI in SI Partners to ADIA

▪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

Our former South American businesses and certain activities associated with those businesses are presented as discontinued operations.

Nominal activities that are not classified as discontinued operations have been subsumed into Parent and other.

We completed the sales of these businesses in the second quarter of 2020.

▪Segment results;

Our earnings and diluted EPS were impacted by variances discussed below in “Segment Results.”

SEGMENT RESULTS

This section presents earnings (losses) by Sempra segment, as well as Parent and other and discontinued operations, and a related discussion of the changes in segment earnings (losses).

2022 Form 10-K | 61

| SDG&E | | | $ | 915 | | | | | $ | 819 | | | | | $ | 824 | |

| SoCalGas | | | 599 | | | | | | (427) | | | | | | 504 | | |

| Discontinued operations | | | — | | | | | | — | | | | | | 1,840 | | |

SDG&E

SoCalGas

2022 Form 10-K | 62

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

This section contains a discussion of the differences between periods in the specific line items of the Consolidated Statements of Operations for Sempra, SDG&E and SoCalGas.

SoCalGas and SDG&E currently operate under a regulatory framework that permits:

2022 Form 10-K | 63

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.

The table below summarizes utilities revenues and cost of sales.

| SoCalGas | | | $ | 6,840 | | | | | $ | 5,515 | | | | | $ | 4,748 | |

| SDG&E | | | 1,043 | | | | | | 838 | | | | | | 694 | | |

| SDG&E | | | 4,795 | | | | | | 4,666 | | | | | | 4,619 | | |

| Total utilities revenues | | | $ | 12,651 | | | | | $ | 10,991 | | | | | $ | 10,025 | |

| SoCalGas | | | $ | 2,233 | | | | | $ | 1,369 | | | | | $ | 783 | |

| SDG&E | | | 363 | | | | | | 242 | | | | | | 162 | | |

| SDG&E | | | 994 | | | | | | 1,069 | | | | | | 1,191 | | |

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

The table below summarizes the average cost of natural gas sold by Sempra California and included in cost of natural gas.

| SEMPRA CALIFORNIA AVERAGE COST OF NATURAL GAS | | | | | | | | | | | | | | | | | |

| *(Dollars per thousand cubic feet)* | | | | | | | | | | | | | | | | | |

| SoCalGas | | | $ | 7.48 | | | | | $ | 4.53 | | | | | $ | 2.59 | |

The following discussion of these primary market-risk exposures as of December 31, [removed: 2022] [added: 2023] includes a discussion of how these exposures are managed.

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

A hypothetical 10% 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: $24] [added: $14] million and [removed: $3] [added: $24] million at December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] respectively.

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

The one-day VaR for [removed: SDG&E] [added: SDG&E’s] and SoCalGas’ commodity positions were [removed: $25] [added: $2] million and [removed: $2] [added: $4] million, respectively, at December 31, [removed: 2022] [added: 2023] and [removed: $5] [added: $25] million and [removed: $1] [added: $2] million, respectively, at December 31, [removed: 2021.][added: 2022.]

| | | | December 31, [removed: 2022] [added: 2023] | | | | | | | | | | | | | | | December 31, [removed: 2021] [added: 2022] | | | | | | | | | | | | | | |

| Sempra California | | | $ | [removed: 1,105] [added: 947] | | | | | $ | [removed: 205] [added: —] | | | | | $ | [removed: 900] [added: 947] | | $ | [removed: 1,161] [added: 1,105] | | | | | $ | [removed: 776] [added: 205] | | | | | $ | [removed: 385] [added: 900] | |

| Other | | | [removed: 2,247] [added: 1,397] | | | | | | — | | | | | | — | | | [removed: 2,310] [added: 2,247] | | | | | | — | | | | | | — | | |

| Sempra California fixed-rate | | | $ | [removed: 13,159] [added: 15,109] | | | | | $ | [removed: 7,400] [added: 8,350] | | | | | $ | [removed: 5,759] [added: 6,759] | | $ | [removed: 10,876] [added: 13,159] | | | | | $ | [removed: 6,417] [added: 7,400] | | | | | $ | [removed: 4,459] [added: 5,759] | |

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

| Other fixed-rate | | | [removed: 10,079] [added: 11,317] | | | | | | — | | | | | | — | | | [removed: 8,591] [added: 10,079] | | | | | | — | | | | | | — | | |

| Other variable-rate | | | [removed: 575] [added: 890] | | | | | | — | | | | | | — | | | [removed: 341] [added: 575] | | | | | | — | | | | | | — | | |

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

An interest rate risk sensitivity analysis measures interest rate risk by calculating the estimated changes in earnings [added: attributable to common shares (but disregarding capitalized interest and impacts on equity earnings from debt at our equity method investees)] that would result from a hypothetical change in market interest rates.

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

If weighted-average interest rates on short-term debt outstanding at December 31, [removed: 2022] [added: 2023] increased or decreased by 10%, the change in earnings [added: attributable to common shares] over the 12-month period ending December 31, [removed: 2023] [added: 2024] would be approximately [removed: $12] [added: $9] million.

If interest rates increased or decreased by 10% on all variable-rate long-term debt at December 31, [removed: 2022,] [added: 2023,] after considering the effects of interest rate swaps, the change in earnings [added: attributable to common shares] over the 12-month period ending December 31, [removed: 2023] [added: 2024] would be approximately $5 million.

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

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

| Translation of [removed: 2022] [added: 2023] earnings to U.S. dollars(2) | | | $ | (3) | |

| Transactional exposure(3) | | | [removed: 153] [added: 126] | | |

| Translation of net assets of foreign subsidiaries and investment in foreign entities(4) | | | [removed: (19)] [added: (23)] | | |

*(3)* *Amount primarily represents the effects of currency exchange rate movement from December 31, [removed: 2022] [added: 2023] on monetary assets and liabilities and 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: 2022] [added: 2023] that would be recorded to OCI at the end of the reporting period.*

Based on a net monetary liability position of [removed: $4.8] [added: $4.5] billion, including those related to our investments in JVs, at December 31, [removed: 2022,] [added: 2023,] the hypothetical effect of a 10% increase in the Mexican inflation rate is approximately [removed: $104] [added: $91] million lower earnings [added: attributable to common shares] as a result of higher income tax expense for our consolidated entities, as well as lower equity earnings for our JVs.

In [removed: 2022 and] 2023 [removed: to date,] [added: and 2022,] SDG&E and SoCalGas [removed: 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.

[added: During this period,] Sempra Texas Utilities [removed: 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.

[added: In 2023 and 2022,] Sempra Infrastructure [removed: has] experienced inflationary pressures from increases in various costs, including the cost of labor, materials and supplies.

2023 Form 10-K | 99

and financial derivatives, in an effort to mitigate these risks and optimize the value of these assets.

2023 Form 10-K | 100

| Sempra: | | | | | |

2022 Form 10-K | 91

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

2022 Form 10-K | 92

GCIM, which rewards or penalizes the utility for commodity costs below or above certain benchmarks.

2022 Form 10-K | 93

Sempra Infrastructure’s assets include investments in the U.S. and Mexico with a focus on [removed: LNG and net zero solutions,] [added: LNG,] energy networks and [removed: clean power.][added: low carbon solutions.]

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 [removed: goal] [added: goals] of delivering safe, reliable and increasingly clean forms of energy to customers and increasing shareholder value.

[removed: Our] [added: Sempra’s] business activities are organized under the following reportable segments:

[removed: ▪SDG&E][added: *SDG&E*]

[removed: ▪SoCalGas][added: *SoCalGas*]

[removed: SDG&E][added: | SDG&E: | | | | | | | | | | | |]

SDG&E is a regulated public utility that provides electric services to a population of, at December 31, [removed: 2022,] [added: 2023,] approximately 3.6 million and natural gas services to approximately 3.3 million of that population, covering [removed: a] [added: an approximate] 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: 2022] [added: 2023] covered the following territory:

[removed: ][added: ]

[removed: *Electric Utility Operations*][added: We describe SDG&E’s electric utility operations below.]

These electric facilities are primarily in the San Diego, Imperial and Orange counties of California, and in Arizona and Nevada and consisted of [removed: 1,928] [added: 1,925] miles of transmission lines, [removed: 23,928] [added: 24,023] miles of distribution lines and 157 substations at December 31, [removed: 2022.][added: 2023.]

Electric Resources. [removed: 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 [removed: purchased-power contracts] [added: PPAs] or purchases on the spot market.

SDG&E’s electric resources at December 31, [removed: 2022] [added: 2023] were as follows:

| [removed: SDG&E – ELECTRIC] [added: ELECTRIC] RESOURCES(1) | | | | | | | | | | | |

| | | | Contract [added: expiration date] | | | Net operating [added: capacity (MW)] | | | [added: % of total] | | |

| Solar | | | 2030 to 2042 | | | [removed: 1,390] [added: 1,526] | | | [removed: 27] [added: 30] | | |

| Other | | | [removed: 2023] [added: 2024] and thereafter | | | [removed: 37] [added: 157] | | | [removed: 1] [added: 3] | | |

| Tolling and other | | | 2024 to 2042 | | | [removed: 1,206] [added: 1,167] | | | [removed: 24] [added: 23] | | |

| Total | | | | | | [removed: 5,073] [added: 5,079] | | | 100 | | % |

*(1)* *Excludes approximately [removed: 321] [added: 367] MW of energy storage owned and approximately [removed: 164] [added: 585] MW of energy storage contracted.*

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

SDG&E procures natural gas under short-term contracts for its owned generation facilities and for certain tolling contracts associated with [removed: purchased-power arrangements.][added: PPAs.]

| [removed: SDG&E – ELECTRIC] [added: ELECTRIC] CUSTOMER METERS AND VOLUMES | | | | | | | | | | | | | | | | | |

| | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2022] [added: 2023] | | | [removed: 2021] [added: 2022] | | | [removed: 2020] [added: 2021] | | |

| Commercial | | | [removed: 71,661] [added: 41,458] | | | | | | [removed: 2,850] [added: 1,868] | | | [removed: 4,128] [added: 2,850] | | | [removed: 5,873] [added: 4,128] | | |

| Industrial | | | [removed: 471] [added: 359] | | | | | | [removed: 909] [added: 670] | | | [removed: 1,398] [added: 909] | | | [removed: 1,842] [added: 1,398] | | |

| Street and highway lighting | | | [removed: 3,323] [added: 1,785] | | | | | | [removed: 101] [added: 77] | | | [removed: 115] [added: 101] | | | [removed: 77] [added: 115] | | |

| CCA and DA | | | [removed: 813,304] [added: 1,090,386] | | | | | | [removed: 9,900] [added: 12,228] | | | [removed: 5,916] [added: 9,900] | | | [removed: 3,482] [added: 5,916] | | |

CCA is only available if the customer’s local jurisdiction (city or county) offers such a [removed: program] [added: program, as is the case with the City of San Diego] and [added: certain other jurisdictions in SDG&E’s service territory, and] DA is currently limited by a cap based on gigawatt hours.

[added: As a result of customers electing CCA and DA services,] SDG&E’s historical energy procurement [added: commitments] for future deliveries [removed: exceeds] [added: exceed] the needs of its remaining bundled [removed: customers as customers have elected CCA and DA services.][added: customers.]

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

The purpose of the framework is to help ensure SDG&E’s procurement cost obligations are more equitably shared among customers served by SDG&E and customers now served by CCA [removed: or] [added: and] DA.

At December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020,] [added: 2021,] the residential and commercial rooftop solar capacity in SDG&E’s territory totaled [removed: 1,864] [added: 2,154] MW, [removed: 1,620] [added: 1,864] MW and [removed: 1,423] [added: 1,620] MW, respectively.

[removed: *Natural] [added: *Sempra California’s Natural] Gas Utility Operations*

We describe SDG&E’s natural gas utility operations [removed: below] in “Sempra California’s Natural Gas Utility Operations.”

[removed: SoCalGas][added: | SoCalGas: | | | | | | | | | | | |]

SoCalGas is a regulated public utility that owns and operates a natural gas distribution, transmission and storage system that delivers natural gas to a population of, at December 31, [removed: 2022,] [added: 2023,] approximately [removed: 21.1] [added: 21] million, covering [removed: a] [added: an approximate] 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: 2022] [added: 2023] covered the following territory:

[removed: ][added: ]

[added: Natural Gas Procurement and Transportation.] At December 31, [removed: 2022,] [added: 2023,] SoCalGas’ natural gas facilities included [removed: 3,046] [added: 3,043] miles of transmission and storage pipelines, [removed: 52,020] [added: 52,404] miles of distribution pipelines, [removed: 48,918] [added: 48,983] miles of service pipelines and nine transmission compressor stations, and SDG&E’s natural gas facilities consisted of [removed: 168] [added: 197] miles of transmission pipelines, [removed: 9,112] [added: 9,135] miles of distribution pipelines, [removed: 6,718] [added: 6,737] miles of service pipelines and one compressor station.

▪Sempra California

In the fourth quarter of 2023, Sempra realigned its reportable segments to reflect changes in how the CODM oversees our three platforms: Sempra California, Sempra Texas Utilities and Sempra Infrastructure.

Our former SDG&E and SoCalGas reportable segments were combined into one operating and reportable segment, Sempra California, which is consistent with how the CODM assesses performance due to the similarities of their operations, including geographic location and regulatory framework in California.

Sempra’s historical segment disclosures have been restated to conform with the current presentation, so that all discussions reflect the revised segment information of its three reportable segments.

SDG&E and SoCalGas each has one reportable segment.

2023 Form 10-K | 11

Sempra California

2023 Form 10-K | 12

| PPAs: | | | | | | | | | | | |

| Wind | | | 2024 to 2042 | | | 1,025 | | | 20 | | |

| Residential | | | 383,150 | | | | | | 2,004 | | | 3,940 | | | 5,657 | | |

| | | | 426,752 | | | | | | 4,619 | | | 7,800 | | | 11,298 | | |

| Total | | | 1,517,138 | | | | | | 16,847 | | | 17,700 | | | 17,214 | | |

2023 Form 10-K | 13

Certain FERC transmission development projects are open to competition, allowing independent developers to compete with incumbent utilities for the construction and operation of transmission facilities.

2023 Form 10-K | 14

2023 Form 10-K | 15

The authorized storage capacity of the Aliso Canyon natural gas storage facility is subject to an ongoing proceeding with the CPUC that we discuss in Note 16 of the Notes to Consolidated Financial Statements, in “Part I – Item 1A.

| | | | 2023 | | | | | | 2023 | | | 2022 | | | 2021 | | |

| Residential | | | 883,014 | | | | | | | | | | | | | | |

| Commercial | | | 29,053 | | | | | | | | | | | | | | |

| Total | | | 915,031 | | | | | | 87 | | | 84 | | | 84 | | |

| Residential | | | 5,890,601 | | | | | | | | | | | | | | |

| Industrial | | | 24,119 | | | | | | | | | | | | | | |

| Total | | | 6,163,258 | | | | | | 870 | | | 890 | | | 882 | | |

2023 Form 10-K | 16

The natural gas distribution business is subject to seasonality.

Demand tends to increase in the winter months to meet the heating load.

2023 Form 10-K | 17

2023 Form 10-K | 18

2023 Form 10-K | 19

At December 31, 2023, Sempra Infrastructure, KKR Pinnacle and ADIA directly or indirectly own a 70%, 20%, and 10% interest, respectively, in SI Partners.

SI Partners holds a 100% ownership interest in Sempra LNG Holding, LP and a 99.9% ownership interest in IEnova at December 31, 2023.


*LNG*

2023 Form 10-K | 20

Nippon Yusen Kabushiki Kaisha) each own 16.6% of Cameron LNG JV.

PA LNG Phase 1 Project. SI Partners, KKR Denali and an affiliate of ConocoPhillips directly or indirectly own a 28%, 42% and 30%, respectively, interest in the PA LNG Phase 1 project under construction on a greenfield site in the vicinity of Port Arthur, Texas, located along the Sabine-Neches waterway.

The PA LNG Phase 1 project will consist of two liquefaction trains, two LNG storage tanks, a marine berth and associated loading facilities and related infrastructure necessary to provide liquefaction services with a nameplate capacity of approximately 13 Mtpa and an initial offtake capacity of approximately 10.5 Mtpa.

We expect the first and second trains of the PA LNG Phase 1 project to commence commercial operations in 2027 and 2028, respectively.

2022 Form 10-K | 13

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

2022 Form 10-K | 14

| | | | expiration date | | | capacity (MW) | | | % of total | | |

| Purchased-power contracts: | | | | | | | | | | | |

| 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 | | |

2022 Form 10-K | 15

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

2022 Form 10-K | 16

Sempra California’s Natural Gas Utility Operations

*Natural Gas Procurement and Transportation*

2022 Form 10-K | 17

which can be subject to volatility.

SoCalGas discovered a natural gas leak at one of its wells at the Aliso Canyon natural gas storage facility in October 2015 and permanently sealed the well in February 2016.

To help maintain system reliability, the CPUC issued a protocol authorizing withdrawals of natural gas from the facility if available gas supply reaches defined thresholds for SoCalGas’ system, or public health and safety is at risk, as determined by the protocol.

*Customers and Demand*

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

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

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

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

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

| Natural gas sales | | | | | | | | | 304 | | | 314 | | | 312 | | |

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

2022 Form 10-K | 18

The natural gas distribution business is subject to seasonality, and cash provided by operating activities generally is greater during and immediately following the winter heating months.

2022 Form 10-K | 19

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

2022 Form 10-K | 20

2022 Form 10-K | 21

Sempra Infrastructure owned a 70% interest in SI Partners at December 31, 2022, following its sale of a 20% NCI in SI Partners to KKR in October 2021 and sale of a 10% NCI in SI Partners to ADIA in June 2022.

SI Partners has two authorized classes of limited partnership interests designated as “Class A Units” (which are common voting units) and “Sole Risk Interests” (which are only owned by Sempra, are non-voting and are not considered in the calculation of each limited partner’s respective ownership interests, subject to certain restrictions).

We discuss KKR’s and ADIA’s purchases of NCI in SI Partners, as well as SI Partners’ limited partnership agreement that governs the partners’ respective rights and obligations in respect of their ownership interests in SI Partners in Note 1 of the Notes to Consolidated Financial Statements.


*LNG and Net-Zero Solutions*

2022 Form 10-K | 22

oil and LNG tankers, and is well positioned to supply the Atlantic and Pacific markets.

We discuss the ECA Regas Facility arbitration and land litigation in Note 16 of the Notes to Consolidated Financial Statements and “Part I – Item 1A.

We are not party to, and our property is not the subject of, any material pending legal proceedings (other than ordinary routine litigation incidental to our businesses) [added: or environmental proceedings described in Item 103(c)(3) of SEC Regulation S-K] except for the matters described in [removed: Notes 15 and] [added: Note] 16 of the Notes to Consolidated Financial Statements, “Part I – Item 1A.

2022 Form 10-K | 59

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

| | | | For the fiscal year ended | | | | | | | | | | | | | | | | | | December 31, [removed: 2022] [added: 2023] | | | | | | | | | | | | | | | | | |

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

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

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

| [removed: SEMPRA ENERGY:] [added: SEMPRA:] | | | | | | | | |

| Common Stock, without par value | | | SRE | | | New York Stock [removed: Exchange] [added: Exchange(1)] | | |

| SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: | | | [added: | | |]

| Title of Each Class | | | [added: | | |]

| [removed: SEMPRA ENERGY:] [added: SEMPRA:] | | | [added: | | |]

| None | | | [added: | | |]

| SAN DIEGO GAS & ELECTRIC COMPANY: | | | [added: | | |]

| SOUTHERN CALIFORNIA GAS COMPANY: | | | [added: | | |]

| 6% Preferred Stock, $25 par value | | | [added: | | |]

| 6% Preferred Stock, Series A, $25 par value | | | [added: | | |]

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

| San Diego Gas & Electric Company | | | [removed: | | | | | | | | | Yes ☐ | | | No ☒] [added: Wholly owned by Enova Corporation, which is wholly owned by Sempra] | | |

| Indicate by check mark if the [removed: registrant is] [added: Registrants are] not required to file reports pursuant to Section 13 or Section 15(d) of the Act. | | | | | | | | | | | | | | | | | |

| [removed: Sempra Energy:] [added: Sempra:] | | | | | | | | | | | | | | |

| If an emerging growth company, indicate by check mark if the [removed: registrant has] [added: Registrants have] 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: ☐] | | | | | | | | | | | |

| Southern California Gas Company | | | [removed: | | | | | | ☐] [added: Wholly owned by Pacific Enterprises, which is wholly owned by Sempra] | | |

| Indicate by check mark whether the [removed: registrant has] [added: Registrants have] 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 [added: (15 U.S.C. 7262(b))] by the registered public accounting firm that prepared or issued its audit report. [added: ☒] | | | | | | | | | | | |

| If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the [removed: registrant] [added: Registrants] included in the filing reflect the correction of an error to previously issued financial statements. [added: ☐] | | | | | | | | | | | |

| 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 [removed: registrant’s] [added: Registrants’ respective] executive officers during the relevant recovery period pursuant to §240.10D-1(b). [added: ☐] | | | | | | | | | | | |

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

| Aggregate market value of the voting and non-voting common equity held by non-affiliates of the [removed: registrant] [added: Registrant computed by reference to the price at which the common equity was last sold] as of June 30, [removed: 2022:] [added: 2023, the last business day of each Registrant’s most recently completed second fiscal quarter:] | | | | | |

| Common Stock outstanding, without par value, as of February [removed: 21, 2023:] [added: 20, 2024:] | | |

| Portions of the Sempra [removed: Energy] proxy statement to be filed for its May [removed: 2023] [added: 2024] annual meeting of shareholders are incorporated by reference into Part III of this annual report on Form 10-K. | | |

| Portions of the Southern California Gas Company information statement to be filed for its May [removed: 2023] [added: 2024] annual meeting of shareholders are incorporated by reference into Part III of this annual report on Form 10-K. | | |

| SEMPRA [removed: ENERGY] FORM 10-K | | | | | | | | |

| [Information Regarding Forward-Looking [removed: Statements](#i81570c9a8a084011957d18f11b8ecb4a_13)] [added: Statements](#i34202851bc92405e8a628240d0837aab_13)] | | | | | | [removed: [10](#i81570c9a8a084011957d18f11b8ecb4a_13)] [added: [9](#i34202851bc92405e8a628240d0837aab_13)] | | |

| [Summary of Risk [removed: Factors](#i81570c9a8a084011957d18f11b8ecb4a_16)] [added: Factors](#i34202851bc92405e8a628240d0837aab_16)] | | | | | | [removed: [11](#i81570c9a8a084011957d18f11b8ecb4a_16)] [added: [10](#i34202851bc92405e8a628240d0837aab_16)] | | |

| Item 1. | | | [removed: [Business](#i81570c9a8a084011957d18f11b8ecb4a_22)] [added: [Business](#i34202851bc92405e8a628240d0837aab_22)] | | | [removed: [13](#i81570c9a8a084011957d18f11b8ecb4a_22)] [added: [11](#i34202851bc92405e8a628240d0837aab_22)] | | |

| Item 1A. | | | [Risk [removed: Factors](#i81570c9a8a084011957d18f11b8ecb4a_67)] [added: Factors](#i34202851bc92405e8a628240d0837aab_61)] | | | [removed: [36](#i81570c9a8a084011957d18f11b8ecb4a_67)] [added: [34](#i34202851bc92405e8a628240d0837aab_61)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#i81570c9a8a084011957d18f11b8ecb4a_79)] [added: Comments](#i34202851bc92405e8a628240d0837aab_82)] | | | [removed: [59](#i81570c9a8a084011957d18f11b8ecb4a_79)] [added: [56](#i34202851bc92405e8a628240d0837aab_82)] | | |

| Item 2. | | | [removed: [Properties](#i81570c9a8a084011957d18f11b8ecb4a_82)] [added: [Properties](#i34202851bc92405e8a628240d0837aab_85)] | | | [removed: [59](#i81570c9a8a084011957d18f11b8ecb4a_82)] [added: [57](#i34202851bc92405e8a628240d0837aab_85)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#i81570c9a8a084011957d18f11b8ecb4a_85)] [added: Proceedings](#i34202851bc92405e8a628240d0837aab_88)] | | | [removed: [59](#i81570c9a8a084011957d18f11b8ecb4a_85)] [added: [57](#i34202851bc92405e8a628240d0837aab_88)] | | |

| Item 4. | | | [Mine Safety [removed: Disclosures](#i81570c9a8a084011957d18f11b8ecb4a_88)] [added: Disclosures](#i34202851bc92405e8a628240d0837aab_91)] | | | [removed: [60](#i81570c9a8a084011957d18f11b8ecb4a_88)] [added: [57](#i34202851bc92405e8a628240d0837aab_91)] | | |

| Item 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i81570c9a8a084011957d18f11b8ecb4a_94)] [added: Securities](#i34202851bc92405e8a628240d0837aab_97)] | | | [removed: [60](#i81570c9a8a084011957d18f11b8ecb4a_94)] [added: [58](#i34202851bc92405e8a628240d0837aab_97)] | | |

| Item 6. | | | [removed: [(Reserved)](#i81570c9a8a084011957d18f11b8ecb4a_97)] [added: [(Reserved)](#i34202851bc92405e8a628240d0837aab_100)] | | | [removed: [60](#i81570c9a8a084011957d18f11b8ecb4a_97)] [added: [59](#i34202851bc92405e8a628240d0837aab_100)] | | |

| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i81570c9a8a084011957d18f11b8ecb4a_100)] [added: Operations](#i34202851bc92405e8a628240d0837aab_6302)] | | | [removed: [60](#i81570c9a8a084011957d18f11b8ecb4a_100)] [added: [59](#i34202851bc92405e8a628240d0837aab_6302)] | | |

(1) Sempra’s common shares are also registered with the National Securities Registry of the CNBV in Mexico.

The registration of Sempra’s common shares with the National Securities Registry does not imply certification regarding the investment quality of the securities, the solvency of the issuer or the accuracy or completeness of the information included in the annual report, nor does it confirm acts that may have been performed in contravention of the law.

This annual report has been filed in Mexico in accordance with the general provisions applicable to issuers and other securities market participants.

| None | | | | | |

| | | | | | | | | | | | | Yes ☐ | | | No ☒ | | |

2023 Form 10-K | 2

| | | | | | | Yes ☐ | | | No ☒ | | |

| Sempra | | | $45.8 billion | | |

| Sempra | | | 632,149,916 shares | | |

2023 Form 10-K | 3

| [Glossary](#i34202851bc92405e8a628240d0837aab_10) | | | | | | [5](#i34202851bc92405e8a628240d0837aab_10) | | |

| Item 1C. | | | [Cybersecurity](#i34202851bc92405e8a628240d0837aab_2199023260919) | | | [56](#i34202851bc92405e8a628240d0837aab_2199023260919) | | |

| | | | [Overview](#i34202851bc92405e8a628240d0837aab_106) | | | [59](#i34202851bc92405e8a628240d0837aab_106) | | |

| | | | [Results of Operations by Registrant](#i34202851bc92405e8a628240d0837aab_109) | | | [60](#i34202851bc92405e8a628240d0837aab_109) | | |

| [Signatures](#i34202851bc92405e8a628240d0837aab_286) | | | | | | [121](#i34202851bc92405e8a628240d0837aab_286) | | |

2023 Form 10-K | 4

| amparo | | | an extraordinary constitutional appeal governed by Articles 103 and 107 of the Mexican Constitution and filed in Mexican federal court | | |

| Bechtel | | | Bechtel Energy Inc. | | |

| CODM | | | chief operating decision maker as defined in ASC 280 | | |

| ConocoPhillips | | | ConocoPhillips Company | | |

2023 Form 10-K | 5

| KKR Denali | | | KKR Denali Holdco LLC, an affiliate of Kohlberg Kravis Roberts & Co. L.P. | | |

| Other Sempra | | | All Sempra consolidated entities, except for SDG&E and SoCalGas | | |

2023 Form 10-K | 6

| | | | | | |

| | | | | | |

| Port Arthur LNG | | | Port Arthur LNG, LLC, an indirect subsidiary of SI Partners that owns the PA LNG Phase 1 project | | |

| Registrants | | | has the meaning set forth in Rule 12b-2 under the Exchange Act and consists of Sempra, SDG&E and SoCalGas for purposes of this report | | |

| SST Committee | | | Safety, Sustainability and Technology Committee of the Sempra board of directors | | |

| TAG Pipelines | | | TAG Pipelines Norte, S. de R.L. de C.V. | | |

| TCEQ | | | Texas Commission on Environmental Quality | | |

| TTI | | | Texas Transmission Investment LLC, an entity indirectly owned by OMERS Administration Corporation (acting through its infrastructure investment entity, OMERS Infrastructure Management Inc.) and GIC Private Limited | | |

2023 Form 10-K | 7

| | | | | | |

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

| | | | | | |

2023 Form 10-K | 8

▪macroeconomic trends or other factors that could change our capital expenditure plans and their potential impact on rate base or other growth

2023 Form 10-K | 9

▪We face evolving cybersecurity risks associated with the energy grid, natural gas pipelines, storage and other infrastructure as well as the collection of personal, sensitive and confidential customer and employee information

| | | |

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

| | | | | | | | | |

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

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

2022 Form 10-K | 2

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

| Sempra Energy | | | | | | | | | ☐ | | |

| San Diego Gas & Electric Company | | | | | | | | | ☐ | | |

| Sempra Energy | | | | | | | | | ☒ | | |

| San Diego Gas & Electric Company | | | | | | | | | ☒ | | |

| Southern California Gas Company | | | | | | | | | ☒ | | |

| 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 ☒ | | |

| Sempra Energy | | | $47.2 billion (based on the price at which the common equity was last sold as of the last business day of the most recently completed second fiscal quarter) | | |

2022 Form 10-K | 3

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

| San Diego Gas & Electric Company | | | Wholly owned by Enova Corporation, which is wholly owned by Sempra Energy | | |

| Southern California Gas Company | | | Wholly owned by Pacific Enterprises, which is wholly owned by Sempra Energy | | |

2022 Form 10-K | 4

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

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

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

| | | | [Results of Operations](#i81570c9a8a084011957d18f11b8ecb4a_106) | | | [61](#i81570c9a8a084011957d18f11b8ecb4a_106) | | |

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

2022 Form 10-K | 5

| Bechtel | | | Bechtel Energy Inc. (formerly known as Bechtel Oil, Gas and Chemicals, Inc.) | | |

| Chilquinta Energía | | | Chilquinta Energía, S.A. and its subsidiaries | | |

| DEN | | | Ductos y Energéticos del Norte, S. de R.L. de C.V. | | |

| Eletrans | | | Eletrans S.A., Eletrans II S.A. and Eletrans III S.A., collectively | | |

| ERR | | | eligible renewable energy resource | | |

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

2022 Form 10-K | 6

| LIBOR | | | London Interbank Offered Rate | | |

| Luz del Sur | | | Luz del Sur S.A.A. and its subsidiaries | | |

2022 Form 10-K | 7

CYBERSECURITY RISK MANAGEMENT

Sempra, SDG&E and SoCalGas have developed and implemented cybersecurity risk management processes intended to protect the confidentiality, integrity, and availability of our critical infrastructure, systems and information.

These cybersecurity risk management processes include cybersecurity incident response plans that are integrated into each entity’s respective enterprise risk management and emergency management programs.

Our cybersecurity processes are largely designed and assessed based on the National Institute of Standards and Technology Cybersecurity Framework and the DOE’s Cybersecurity Capability Maturity Model standards.

This does not imply that we meet any technical standards, specifications, or requirements, only that we use these standards as a guide to help us identify, assess, and manage cybersecurity risks relevant to our business.

Our cybersecurity risk management processes include:

▪risk assessments performed by internal personnel and third-party advisors designed to help identify material cybersecurity risks to our critical systems, information, services, and our broader enterprise information technology environments

▪information security teams principally responsible for developing and implementing (1) cybersecurity risk assessment processes, (2) information security controls, and (3) response plans to cybersecurity incidents

▪the use of external service providers, where appropriate, to assess, test or otherwise assist with aspects of our information security controls

▪cybersecurity awareness training and policies designed to address social engineering attacks targeting employees and contractors

▪cybersecurity incident response plans that include procedures for responding to certain cybersecurity incidents

▪risk management processes for third-party service providers, suppliers, and vendors

We have not identified risks from known cybersecurity threats, including as a result of any prior cybersecurity incidents, that have materially affected or are reasonably likely to materially affect our results of operations, financial condition, cash flows and/or prospects.

CYBERSECURITY GOVERNANCE

Sempra’s, SDG&E’s and SoCalGas’ respective boards of directors consider cybersecurity risk as part of their risk oversight function.

The Sempra board of directors has delegated to its SST Committee, which is entirely composed of independent directors under the independence standards established by the NYSE, oversight of cybersecurity and other information and operational technology risks.

The SST Committee reports to the Sempra board of directors regarding the Committee’s activities, including those related to cybersecurity.

The SST Committee receives briefings on cybersecurity topics from Sempra’s chief information security officer, internal information security staff or external experts in part for continuing education on topics that impact public companies.

The SST Committee as well as the SDG&E and SoCalGas boards of directors oversee management’s implementation of our cybersecurity risk management processes and receive regular reports from management on our material cybersecurity risks.

In addition, management updates the SST Committee and SDG&E and SoCalGas boards of directors about certain cybersecurity incidents.

The SDG&E and SoCalGas boards of directors receive briefings from SDG&E’s and SoCalGas’ chief information officer and internal information security staff.

SDG&E’s and SoCalGas’ boards of directors also have formed safety committees that, at times, may oversee the matters described above on behalf of those companies’ respective boards of directors.

2023 Form 10-K | 56

We have formed cybersecurity councils to provide overall corporate oversight for managing material risks from cybersecurity threats.

The cybersecurity councils meet regularly to receive updates on cybersecurity developments at Sempra and our consolidated entities from their cybersecurity management teams.

Our cybersecurity management teams supervise efforts to prevent, detect, mitigate, and remediate cybersecurity risks and incidents through various means, which may include briefings from internal information security personnel; threat intelligence and other information obtained from governmental, public or private sources, including external consultants engaged by us; and alerts and reports produced by information security tools deployed in the information technology environment.

Cybersecurity management also supervises both our internal cybersecurity personnel and our retained external cybersecurity consultants.

Sempra’s director of cybersecurity governance & chief information security officer provides additional oversight and support for the operational cybersecurity activities at our consolidated entities.

We have also formed materiality assessment teams, which include chief information security officers, chief information officers, chief risk officers, chief accounting officers or chief financial officers, and general counsels, to help assess the materiality of certain cybersecurity incidents.

The cybersecurity councils, cybersecurity management teams and materiality assessment teams include members with decades of operational experience as cybersecurity professionals as well as management with decades of service in the areas of information and operational technology and legal, compliance, financial reporting and enterprise risk management.

Some of these members hold degrees and certifications that we believe enhance our ability to manage and respond to cybersecurity risks, including, among others, bachelor’s and/or master’s degrees in cybersecurity and computer science as well as certified information systems security professional, certified incident handler, and certified information security manager certifications.

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

2023 Form 10-K | 57

At February [removed: 21, 2023,] [added: 20, 2024,] there were approximately [removed: 21,229] [added: 20,353] record holders of our common stock.

On July 6, 2020, our board of directors authorized the repurchase of shares of our common stock at any time and from time to time in an aggregate amount not to exceed the lesser of $2 billion or amounts spent to purchase no more than [removed: 25 million] [added: 25,000,000] shares.

As of February [removed: 28, 2023,] [added: 27, 2024,] a maximum of $1.25 billion and no more than 19,632,529 shares may yet be purchased under this repurchase authorization.

We file annual, quarterly and current reports, proxy statements and other information with the SEC.

These reports are also publicly filed with the CNBV and Mexican Stock Exchange.

We have filed these reports with these regulators in a complete and timely manner during the last three years (or, with respect to the regulators in Mexico, for the shorter period in which our common stock has been registered in Mexico).

The financial information included in our annual and quarterly reports generally covers the most recently completed fiscal year or quarter, as applicable, as well as the most recently completed year-to-date period in our quarterly reports, in each case compared to the same period from the prior year, and the compensation information included in our proxy statements generally covers the most recently completed fiscal year.

Our address and telephone number for the offices of our attorney-in-fact in Mexico are as follows:

White & Case, S.C.

Torre del Bosque - PH

Blvd.

Manuel Ávila Camacho #24

Col.

Lomas de Chapultepec

11000 Ciudad de México

+52 55 5540 9691

Exchange Controls and Other Limitations Affecting the Holders of Securities. U.S. federal laws do not currently impose any currency exchange controls that could affect the ability of holders of Sempra’s shares of common stock to transfer funds from the U.S. to Mexico in connection with a potential sale or other divestiture of Sempra’s shares of common stock.

The board of directors did not adjust the 25,000,000 aggregate number of shares that could be repurchased or the number of shares remaining authorized to be repurchased under this repurchase authorization in connection with the two-for-one split of Sempra’s common stock in the form of a 100% stock dividend effected in August 2023 that we discuss in Note 14 of the Notes to Consolidated Financial Statements.

2023 Form 10-K | 58

We may also, from time to time, purchase shares of our common stock to which participants would otherwise be entitled from LTIP participants who elect to sell a sufficient number of shares in connection with the vesting of RSUs and stock options in order to satisfy minimum statutory tax withholding requirements.

Our consolidated financial statements are listed on the Index to Consolidated Financial Statements set forth on page [removed: [F-1](#i81570c9a8a084011957d18f11b8ecb4a_301)] [added: [F-1](#i34202851bc92405e8a628240d0837aab_295)] of this annual report on Form 10-K.

2023 Form 10-K | 101

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: 2022,] [added: 2023,] 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: 2022.][added: 2023.]

Deloitte & Touche LLP audited the effectiveness of each company’s internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] as stated in their reports, which are included in this annual report on Form 10-K.

*To the Shareholders and Board of Directors of [removed: Sempra Energy:*][added: Sempra:*]

We have audited the internal control over financial reporting of Sempra [removed: Energy] and subsidiaries (“Sempra”) as of December 31, [removed: 2022,] [added: 2023,] based on criteria established in [removed: Internal] [added: *Internal] Control [removed: —] [added: –] Integrated Framework [removed: (2013)] [added: (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: 2022,] [added: 2023,] based on criteria established in [removed: Internal] [added: *Internal] Control [removed: —] [added: –] Integrated Framework [removed: (2013)] [added: (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: 2022,] [added: 2023,] of Sempra and our report dated February [removed: 28, 2023,] [added: 27, 2024,] 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: 2022,] [added: 2023,] based on criteria established in [removed: Internal] [added: *Internal] Control [removed: —] [added: –] Integrated Framework [removed: (2013)] [added: (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: 2022,] [added: 2023,] based on criteria established in [removed: Internal] [added: *Internal] Control [removed: —] [added: –] Integrated Framework [removed: (2013)] [added: (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: 2022,] [added: 2023,] of SDG&E and our report dated February [removed: 28, 2023,] [added: 27, 2024,] 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: 2022,] [added: 2023,] 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: 2022,] [added: 2023,] 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: 2022,] [added: 2023,] of SoCalGas and our report dated February [removed: 28, 2023,] [added: 27, 2024,] expressed an unqualified opinion on those financial statements.

2023 Form 10-K | 102

February 27, 2024

2023 Form 10-K | 103

February 27, 2024

2023 Form 10-K | 104

February 27, 2024

2023 Form 10-K | 105

2022 Form 10-K | 94

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

2022 Form 10-K | 95

February 28, 2023

2022 Form 10-K | 96

2022 Form 10-K | 97

2022 Form 10-K | 98

[removed: None.][added: (a)None.]

(b)During the last fiscal quarter, (i) each of the individuals listed below, who were at the time Sempra directors or officers, adopted a Rule 10b5-1 trading arrangement with respect to the securities of Sempra, with the material terms described below; (ii) no Sempra directors or officers terminated a Rule 10b5-1 trading arrangement or adopted or terminated a non-Rule 10b5-1 trading arrangement with respect to the securities of Sempra; and (iii) no SDG&E or SoCalGas directors or officers adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement with respect to the securities of each such Registrant.

As used herein, directors and officers are as defined in Rule 16a-1(f) under the Exchange Act, a Rule 10b5-1 trading arrangement is as defined in Item 408(a) of SEC Regulation S-K, and a non-Rule 10b5-1 trading arrangement is as defined in Item 408(c) of SEC Regulation S-K.

All Rule 10b5-1 trading arrangements listed below are intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act.

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

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

| RULE 10B5-1 TRADING ARRANGEMENTS | | | | | | | | | | | |

| *(In the three months ended December 31, 2023)* | | | | | | | | | | | |

| Name and title of the director or officer | | | Date on which the director or officer adopted or terminated the trading arrangement | | | Duration of the trading arrangement | | | Aggregate number of securities to be purchased or sold pursuant to the trading arrangement | | |

| Trevor I. Mihalik, Executive Vice President and Group President | | | November 13, 2023 | | | From March 6, 2024 until all shares are sold or the trading arrangement is otherwise terminated | | | 32,937 owned shares of Sempra common stock; 24,634 shares of Sempra common stock subject to performance-based RSUs vested in January and February of 2024; all shares of Sempra common stock subject to 27,925 performance-based RSUs vesting in January and February of 2025(1), less shares to which Mr. Mihalik would otherwise be entitled that are withheld to satisfy minimum statutory tax withholding requirements | | |

| Karen L. Sedgwick, Executive Vice President and Chief Financial Officer | | | November 30, 2023 | | | From March 7, 2024 until all shares are sold or the trading arrangement is otherwise terminated | | | 8,782 shares of Sempra common stock subject to time-based and performance-based RSUs vested in January and February of 2024 | | |

*(1)* *Shares subject to the performance-based RSUs scheduled to vest in January and February of 2025 generally will vest, in whole or in part, or be forfeited in early 2025 based on our total shareholder return for the three-year performance period ending on January 2, 2025 and EPS growth (as adjusted for LTIP purposes) for the three-year performance period ending on December 31, 2024.

The number of shares that will vest may range from 0% to 200% of the target number of shares (plus dividend equivalents) and cannot be ascertained until the performance period has ended and the Compensation and Talent Development Committee of Sempra’s board of directors has certified the results.*

2023 Form 10-K | 106

Business – Other Matters – Information About Our Executive Officers.” [removed: All] [added: The] 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: 2023] [added: 2024] annual meeting of shareholders for Sempra and from the information statement to be filed for the May [removed: 2023] [added: 2024] 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 [added: Development] Committee Report” and “Compensation Tables” (except for the disclosure under the heading “Pay-Versus-Performance”), in the proxy statement to be filed for the May [removed: 2023] [added: 2024] annual meeting of shareholders for Sempra and from the information statement to be filed for the May [removed: 2023] [added: 2024] annual meeting of shareholders for SoCalGas.

At December 31, [removed: 2022,] [added: 2023,] outstanding awards consisted of stock options and RSUs held by [removed: 424] [added: 452] employees.

The following table sets forth information regarding our equity compensation plans at December 31, [removed: 2022.][added: 2023.]

| EQUITY COMPENSATION [removed: PLANS] [added: PLANS(1)] | | | | | | | | | | | | | | | | | |

| Equity compensation plans approved by shareholders | | | Number of shares to be issued upon exercise of outstanding options, warrants and [removed: rights(1)] [added: rights(2)] | | | | | | Weighted-average exercise price of outstanding options, warrants and [removed: rights(2)] [added: rights(3)] | | | | | | Number of additional shares remaining available for future [removed: issuance(3)] [added: issuance(4)] | | |

[removed: *(1)* *The 2013] [added: The 2019] LTIP consists of [removed: 151,876] [added: 1,456,046] 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: no] [added: 1,829,984] performance-based RSUs and [removed: no] [added: 524,969] service-based RSUs.

[removed: The 2019] [added: *(2)* *The 2013] LTIP consists of [removed: 564,736] [added: 303,752] 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 [removed: option, 839,795 performance-based RSUs and 275,637 service-based RSUs.][added: option.]

Each performance-based RSU granted under the [removed: 2013 LTIP and the] 2019 LTIP represents the right to receive from zero to 2.0 shares of our common stock if applicable performance conditions are satisfied.

[removed: *(2)*] [added: *(3)*] *Represents the weighted-average exercise price of the [removed: 151,876] [added: 303,752] and [removed: 564,736] [added: 1,456,046] outstanding options to purchase shares of our common stock under the 2013 LTIP and the 2019 LTIP, respectively.*

[removed: *(3)*] [added: *(4)*] *The number of shares available for future issuance is increased by the number of shares to which each participant would otherwise be entitled that are withheld or surrendered to satisfy the exercise price or to satisfy tax withholding obligations relating to any plan awards, and is also increased by the number of shares subject to awards that expire or are forfeited, canceled or otherwise terminated without the issuance of shares.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL [removed: OWNERS][added: OWNERS AND MANAGEMENT]

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: 2023] [added: 2024] annual meeting of shareholders for Sempra and from the information statement to be filed for the May [removed: 2023] [added: 2024] annual meeting of shareholders for SoCalGas.

| Sempra: | | | | | | | | | | | | | | | | | |

| 2013 LTIP | | | 303,752 | | | | | | $ | 53.38 | | | | | — | | |

| 2019 LTIP | | | 3,810,999 | | | | | | $ | 68.62 | | | | | 8,918,154 | | |

*(1)* *Excludes dividend equivalents.*

2023 Form 10-K | 107

2022 Form 10-K | 99

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

| 2013 LTIP | | | 151,876 | | | | | | $ | 106.76 | | | | | — | | |

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

The information required by this item is incorporated by reference from “Corporate Governance” in the proxy statement to be filed for the May [removed: 2023] [added: 2024] annual meeting of shareholders for Sempra and from the information statement to be filed for the May [removed: 2023] [added: 2024] annual meeting of shareholders for SoCalGas.

2022 Form 10-K | 100

[Table of](#i81570c9a8a084011957d18f11b8ecb4a_7) [Contents](#i81570c9a8a084011957d18f11b8ecb4a_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: 2022] [added: 2023] and [removed: 2021.][added: 2022.]

| Consolidated financial statements, internal controls audits and subsidiary audits | | | $ | [removed: 10,166] [added: 11,808] | | | | | | | | | | | | | | $ | [removed: 2,753] [added: 2,976] | | | | | | | | | | | | | | $ | [removed: 3,486] [added: 3,970] | | | | | | | |

| Regulatory filings and related services | | | [removed: 807] [added: 513] | | | | | | | | | | | | | | | [removed: 60] [added: 170] | | | | | | | | | | | | | | | [removed: —] [added: 85] | | | | | | | | |

| Employee benefit plan audits | | | [removed: 520] [added: 545] | | | | | | | | | | | | | | | [removed: 184] [added: 175] | | | | | | | | | | | | | | | [removed: 309] [added: 304] | | | | | | | | |

| Other audit-related services(1) | | | [removed: 1,840] [added: 1,643] | | | | | | | | | | | | | | | [removed: 119] [added: 175] | | | | | | | | | | | | | | | [removed: —] [added: 115] | | | | | | | | |

| Total audit-related fees | | | [removed: 2,360] [added: 2,188] | | | | | | [removed: 17] [added: 14] | | | | | | | | | [removed: 303] [added: 350] | | | | | | 9 | | | | | | | | | [removed: 309] [added: 419] | | | | | | [removed: 8] [added: 9] | | |

| All other fees(3) | | | [removed: 13] [added: 59] | | | | | | — | | | | | | | | | — | | | | | | — | | | | | | | | | [removed: 8] [added: —] | | | | | | — | | |

[removed: Walker,] [added: Taylor,] who [removed: is a member of] [added: chairs] the committee, [removed: are] [added: is an] audit committee financial [removed: experts] [added: expert] as defined by the rules of the SEC.

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: 2022] [added: 2023] and [removed: 2021.][added: 2022.]

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

| 2023: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Total audit fees | | | 12,321 | | | | | | 81 | | % | | | | | | | 3,146 | | | | | | 87 | | % | | | | | | | 4,055 | | | | | | 90 | | % |

| Tax fees(2) | | | 668 | | | | | | 5 | | | | | | | | | 135 | | | | | | 4 | | | | | | | | | 46 | | | | | | 1 | | |

| Total fees | | | $ | 15,236 | | | | | 100 | | % | | | | | | | $ | 3,631 | | | | | 100 | | % | | | | | | | $ | 4,520 | | | | | 100 | | % |

2023 Form 10-K | 108

| 2021: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Total audit fees | | | 10,973 | | | | | | 81 | | % | | | | | | | 2,813 | | | | | | 87 | | % | | | | | | | 3,486 | | | | | | 91 | | % |

| Tax fees(2) | | | 272 | | | | | | 2 | | | | | | | | | 113 | | | | | | 4 | | | | | | | | | 33 | | | | | | 1 | | |

| Total fees | | | $ | 13,618 | | | | | 100 | | % | | | | | | | $ | 3,229 | | | | | 100 | | % | | | | | | | $ | 3,836 | | | | | 100 | | % |

Taylor, who chairs the committee, and Ms. Cynthia L.

2022 Form 10-K | 101

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

with maintaining the firm’s independence.

Our consolidated financial statements are listed on the Index to Consolidated Financial Statements set forth on page [removed: [F-1](#i81570c9a8a084011957d18f11b8ecb4a_301)] [added: [F-1](#i34202851bc92405e8a628240d0837aab_295)] of this annual report on Form 10-K.

Schedule I is listed on the Index to Condensed Financial Information of Parent as set forth on page [removed: [S-1](#i81570c9a8a084011957d18f11b8ecb4a_640)] [added: [S-1](#i34202851bc92405e8a628240d0837aab_649)] of this annual report on Form 10-K.

Unless otherwise indicated, the exhibits that are incorporated by reference herein were filed under File Number 1-14201 [removed: (Sempra Energy),] [added: (Sempra),] File Number 1-40 (Pacific Lighting Corporation), File Number 1-03779 (San Diego Gas & Electric Company) and/or File Number 1-01402 (Southern California Gas Company).

| [removed: Sempra Energy] [added: Sempra] | | | | | | | | | | | | | | | | | | | | |

| 3.1 | | | | | | [Amended and Restated Articles of Incorporation of [removed: Sempra Energy effective] [added: Sempra](http://www.sec.gov/Archives/edgar/data/86521/000103220820000006/sempra-123119xex31.htm) [effective] May 23, 2008.](http://www.sec.gov/Archives/edgar/data/86521/000103220820000006/sempra-123119xex31.htm) | | | | | | 10-K | | | 3.1 | | | 02/27/20 | | |

| [removed: 3.2] [added: 3.6] | | | | | | [Bylaws of Sempra [removed: Energy] (as amended through [removed: April 14, 2020).](http://www.sec.gov/Archives/edgar/data/1032208/000103220820000014/exhibit31.htm)] [added: May 12, 2023).](http://www.sec.gov/Archives/edgar/data/1032208/000103220823000034/exhibit32.htm)] | | | | | | 8-K | | | [removed: 3.1] [added: 3.2] | | | [removed: 04/14/20] [added: 05/16/23] | | |

| [removed: 3.3] [added: 3.2] | | | | | | [Certificate of Determination of Preferences of the 6% Mandatory Convertible Preferred Stock, Series A, of [removed: Sempra Energy (including] [added: Sempra](http://www.sec.gov/Archives/edgar/data/1032208/000119312518006486/d517690dex31.htm) [(including] the form of certificate representing the 6% Mandatory Convertible Preferred Stock, Series A), filed with the Secretary of State of the State of California and effective January 5, 2018.](http://www.sec.gov/Archives/edgar/data/1032208/000119312518006486/d517690dex31.htm) | | | | | | 8-K | | | 3.1 | | | 01/09/18 | | |

| [removed: 3.4] [added: 3.3] | | | | | | [Certificate of Determination of Preferences of the 6.75% Mandatory Convertible Preferred Stock, Series B, of [removed: Sempra Energy (including] [added: Sempra](http://www.sec.gov/Archives/edgar/data/1032208/000119312518217274/d478757dex31.htm) [(including] the form of certificate representing the 6.75% Mandatory Convertible Preferred Stock, Series B), filed with the Secretary of State of the State of California and effective July 11, 2018.](http://www.sec.gov/Archives/edgar/data/1032208/000119312518217274/d478757dex31.htm) | | | | | | 8-K | | | 3.1 | | | 07/13/18 | | |

| [removed: 3.5] [added: 3.4] | | | | | | [Certificate of Determination of Preferences of 4.875% Fixed-Rate Reset Cumulative Redeemable Perpetual Stock, Series C, of Sempra [removed: Energy] (including the form of certificate representing the 4.875% Fixed-Rate Reset Cumulative Redeemable Perpetual Preferred Stock, Series C), filed with the Secretary of State of California and effective June 11, 2020.](http://www.sec.gov/Archives/edgar/data/1032208/000119312520169319/d944539dex31.htm) | | | | | | 8-K | | | 3.1 | | | 06/15/20 | | |

| [removed: 3.6] [added: 3.7] | | | | | | [Amended and Restated Articles of Incorporation of San Diego Gas & Electric Company effective August 15, 2014.](http://www.sec.gov/Archives/edgar/data/86521/000008652115000011/ex3_4.htm) | | | | | | 10-K | | | 3.4 | | | 02/26/15 | | |

| [removed: 3.7] [added: 3.8] | | | | | | [Bylaws of San Diego Gas & Electric (as amended through October 26, 2016).](http://www.sec.gov/Archives/edgar/data/86521/000008652116000145/sempra-93016xex31.htm) | | | | | | 10-Q | | | 3.1 | | | 11/02/16 | | |

| [removed: 3.8] [added: 3.9] | | | | | | [Restated Articles of Incorporation of Southern California Gas Company effective October 7, 1996.](http://www.sec.gov/Archives/edgar/data/92108/0000912057-97-010558.txt) | | | | | | 10-K | | | 3.01 | | | 03/28/97 | | |

| [removed: 3.9] [added: 3.10] | | | | | | [Bylaws of Southern California Gas Company (as amended through January 30, 2017).](http://www.sec.gov/Archives/edgar/data/92108/000008652117000002/exhibit31.htm) | | | | | | 8-K | | | 3.1 | | | 01/31/17 | | |

| 4.1 | | | | | | [Description of rights of Sempra [removed: Energy] Common Stock (Amended and Restated Articles of Incorporation of Sempra [removed: Energy] effective May 23, [removed: 2008)] [added: 2008, as amended by the Certificate of Amendment of Amended and Restated Articles of Incorporation of Sempra dated May 12, 2023)] (included as [removed: Exhibit] [added: Exhibits] 3.1 [added: and 3.5] above).](http://www.sec.gov/Archives/edgar/data/86521/000103220820000006/sempra-123119xex31.htm) | | | | | | 10-K | | | 3.1 | | | 02/27/20 | | |

| 4.2 | | | | | | [Description of [removed: Securities.](https://www.sec.gov/Archives/edgar/data/1032208/000103220823000008/sempra-123122xex42.htm)] [added: Securities.](https://www.sec.gov/Archives/edgar/data/1032208/000103220824000007/sempra-123123xex42.htm)] | | | X | | | | | | | | | | | |

| 4.3 | | | | | | [Certificate of Determination of Preferences of the 6% Mandatory Convertible Preferred Stock, Series A, of [removed: Sempra Energy (including] [added: Sempra](http://www.sec.gov/Archives/edgar/data/1032208/000119312518006486/d517690dex31.htm) [(including] the form of certificate representing the 6% Mandatory Convertible Preferred Stock, Series A), filed with the Secretary of State of the State of California and effective January 5, 2018 (included as Exhibit [removed: 3.3 above).](http://www.sec.gov/Archives/edgar/data/1032208/000119312518006486/d517690dex31.htm)] [added: 3.](http://www.sec.gov/Archives/edgar/data/1032208/000119312518006486/d517690dex31.htm)[2](http://www.sec.gov/Archives/edgar/data/1032208/000119312518006486/d517690dex31.htm) [above).](http://www.sec.gov/Archives/edgar/data/1032208/000119312518006486/d517690dex31.htm)] | | | | | | 8-K | | | 3.1 | | | 01/09/18 | | |

| 4.4 | | | | | | [Certificate of Determination of Preferences of the 6.75% Mandatory Convertible Preferred Stock, Series B, of [removed: Sempra Energy (including] [added: Sempra](http://www.sec.gov/Archives/edgar/data/1032208/000119312518217274/d478757dex31.htm) [(including] the form of certificate representing the 6.75% Mandatory Convertible Preferred Stock, Series B) filed with the Secretary of State of California and effective July 11, 2018 (included as Exhibit [removed: 3.4 above).](http://www.sec.gov/Archives/edgar/data/1032208/000119312518217274/d478757dex31.htm)] [added: 3.](http://www.sec.gov/Archives/edgar/data/1032208/000119312518217274/d478757dex31.htm)[3](http://www.sec.gov/Archives/edgar/data/1032208/000119312518217274/d478757dex31.htm) [](http://www.sec.gov/Archives/edgar/data/1032208/000119312518217274/d478757dex31.htm)[above).](http://www.sec.gov/Archives/edgar/data/1032208/000119312518217274/d478757dex31.htm)] | | | | | | 8-K | | | 3.1 | | | 07/13/18 | | |

| 4.5 | | | | | | [Certificate of Determination of Preferences of 4.875% Fixed-Rate Reset Cumulative Redeemable Perpetual Stock, Series C, of [removed: Sempra Energy (including] [added: Sempra](http://www.sec.gov/Archives/edgar/data/1032208/000119312520169319/d944539dex31.htm) [(including] the form of certificate representing the 4.875% Fixed-Rate Reset Cumulative Redeemable Perpetual Preferred Stock, Series C), filed with the Secretary of State of California and effective June 11, 2020 (included as Exhibit [removed: 3.5 above).](http://www.sec.gov/Archives/edgar/data/1032208/000119312520169319/d944539dex31.htm)] [added: 3.](http://www.sec.gov/Archives/edgar/data/1032208/000119312520169319/d944539dex31.htm)[4](http://www.sec.gov/Archives/edgar/data/1032208/000119312520169319/d944539dex31.htm) [above).](http://www.sec.gov/Archives/edgar/data/1032208/000119312520169319/d944539dex31.htm)] | | | | | | 8-K | | | 3.1 | | | 06/15/20 | | |

| 4.6 | | | | | | [Indenture dated as of February 23, 2000, between [removed: Sempra Energy and] [added: Sempra](http://www.sec.gov/Archives/edgar/data/1032208/000119312508194604/dex41.htm) [and] U.S. Bank Trust National Association, as Trustee.](http://www.sec.gov/Archives/edgar/data/1032208/000119312508194604/dex41.htm) | | | | | | S-3ASR 333-153425 | | | 4.1 | | | 09/11/08 | | |

| 4.7 | | | | | | [Officers’ Certificate of [removed: Sempra Energy,] [added: Sempra](http://www.sec.gov/Archives/edgar/data/1032208/000119312509205520/dex41.htm)[,] including the form of its 6.00% Note due 2039.](http://www.sec.gov/Archives/edgar/data/1032208/000119312509205520/dex41.htm) | | | | | | 8-K | | | 4.1 | | | 10/08/09 | | |

| 4.8 | | | | | | [Officers’ Certificate of [removed: Sempra Energy,] [added: Sempra](http://www.sec.gov/Archives/edgar/data/1032208/000119312517199348/d409145dex41.htm)[,] including the form of its 3.250% Note due 2027.](http://www.sec.gov/Archives/edgar/data/1032208/000119312517199348/d409145dex41.htm) | | | | | | 8-K | | | 4.1 | | | 06/09/17 | | |

| 4.9 | | | | | | [Officers’ Certificate of [removed: Sempra Energy,] [added: Sempra,] including the forms of its [removed: 2.900% Note due 2023,] 3.400% Note due 2028, [added: its] 3.800% Note due 2038, and [added: its] 4.000% Note due 2048.](http://www.sec.gov/Archives/edgar/data/1032208/000119312518010090/d475138dex41.htm) | | | | | | 8-K | | | 4.1 | | | 01/12/18 | | |

| 4.10 | | | | | | [Officers’ Certificate of [removed: Sempra Energy,] [added: Sempra,] including the form of [added: its] 3.300% Note due 2025 and the form of [added: its] 3.700% Note due 2029.](http://www.sec.gov/Archives/edgar/data/1032208/000119312522083935/d304647dex41.htm) | | | | | | 8-K | | | 4.1 | | | 03/24/22 | | |

| [removed: 4.11] [added: 4.12] | | | | | | [Subordinated Indenture, dated as of June 26, 2019, between [removed: Sempra Energy and] [added: Sempra](http://www.sec.gov/Archives/edgar/data/1032208/000119312519182590/d771903dex42.htm) [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: 4.12] [added: 4.13] | | | | | | [Officers’ Certificate of [removed: Sempra Energy,] [added: Sempra](http://www.sec.gov/Archives/edgar/data/1032208/000119312519182590/d771903dex41.htm)[,] 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: 4.13] [added: 4.14] | | | | | | [Officers' Certificate of [removed: Sempra Energy,] [added: Sempra](http://www.sec.gov/Archives/edgar/data/1032208/000119312521335133/d256570dex41.htm)[,] 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: 4.14] [added: 4.15] | | | | | | [Description of preferences of Preferred Stock, Preference Stock and Series Preferred Stock (Southern California Gas Company Restated Articles of Incorporation) (included as Exhibit [removed: 3.8] [added: 3.9] above).](http://www.sec.gov/Archives/edgar/data/92108/0000912057-97-010558.txt) | | | | | | 10-K | | | 3.01 | | | 03/28/97 | | |

| [removed: 4.15] [added: 4.16] | | | | | | [Description of Securities.](http://www.sec.gov/Archives/edgar/data/86521/000103220820000006/sempra-123119xex49.htm) | | | | | | 10-K | | | 4.9 | | | 02/27/20 | | |

| Sempra [removed: Energy] / San Diego Gas & Electric Company | | | | | | | | | | | | | | | | | | | | |

| [removed: 4.16] [added: 4.17] | | | | | | Mortgage and Deed of Trust dated July 1, 1940. | | | | | | 2-4769 | | | B-3 | | | (1) | | |

| [removed: 4.17] [added: 4.18] | | | | | | Second Supplemental Indenture dated as of March 1, 1948. | | | | | | 2-7418 | | | B-5B | | | (1) | | |