Item 1. FINANCIAL STATEMENTS

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Item 1. FINANCIAL STATEMENTS

SEMPRA ENERGY
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in millions, except per share amounts; shares in thousands)
Three months ended March 31,
20222021
(unaudited)
REVENUES
Utilities:
Natural gas$2,320$1,777
Electric1,1171,068
Energy-related businesses383414
Total revenues3,8203,259
EXPENSES AND OTHER INCOME
Utilities:
Cost of natural gas(802)(349)
Cost of electric fuel and purchased power(205)(232)
Energy-related businesses cost of sales(135)(109)
Operation and maintenance(1,086)(1,001)
Aliso Canyon litigation and regulatory matters(92)—
Depreciation and amortization(493)(442)
Franchise fees and other taxes(162)(153)
Other income, net3835
Interest income2519
Interest expense(243)(259)
Income before income taxes and equity earnings665768
Income tax expense(334)(158)
Equity earnings326318
Net income657928
Earnings attributable to noncontrolling interests(34)(33)
Preferred dividends(11)(21)
Earnings attributable to common shares$612$874
Basic EPS:
Earnings$1.93$2.91
Weighted-average common shares outstanding316,353300,905
Diluted EPS:
Earnings$1.93$2.87
Weighted-average common shares outstanding317,434308,458

See Notes to Condensed Consolidated Financial Statements.

SEMPRA ENERGY
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(Dollars in millions)
Sempra Energy shareholders’ equity
Pretax amountIncome tax (expense) benefitNet-of-tax amountNoncontrolling interests (after tax)Total
(unaudited)
Three months ended March 31, 2022 and 2021
2022:
Net income$957$(334)$623$34$657
Other comprehensive income (loss):
Foreign currency translation adjustments3—314
Financial instruments102(24)782098
Pension and other postretirement benefits9(1)8—8
Total other comprehensive income114(25)8921110
Comprehensive income$1,071$(359)$712$55$767
2021:
Net income$1,053$(158)$895$33$928
Other comprehensive income (loss):
Foreign currency translation adjustments(5)—(5)(1)(6)
Financial instruments121(29)9215107
Pension and other postretirement benefits17(3)14—14
Total other comprehensive income133(32)10114115
Comprehensive income$1,186$(190)$996$47$1,043

See Notes to Condensed Consolidated Financial Statements.

SEMPRA ENERGY
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in millions)
March 31,December 31,
20222021(1)
(unaudited)
ASSETS
Current assets:
Cash and cash equivalents$2,519$559
Restricted cash1419
Accounts receivable – trade, net1,8572,071
Accounts receivable – other, net338398
Due from unconsolidated affiliates67123
Income taxes receivable13979
Inventories352389
Prepaid expenses239260
Regulatory assets127271
Greenhouse gas allowances9897
Other current assets147209
Total current assets6,5014,375
Other assets:
Restricted cash33
Due from unconsolidated affiliates—637
Regulatory assets2,3492,011
Insurance receivable for Aliso Canyon costs360360
Greenhouse gas allowances539422
Nuclear decommissioning trusts9461,012
Dedicated assets in support of certain benefit plans532567
Deferred income taxes148151
Right-of-use assets – operating leases595594
Investment in Oncor Holdings13,11612,947
Other investments1,6741,525
Goodwill1,6021,602
Other intangible assets363370
Wildfire fund324331
Other long-term assets1,2681,244
Total other assets23,81923,776
Property, plant and equipment:
Property, plant and equipment59,99558,940
Less accumulated depreciation and amortization(15,393)(15,046)
Property, plant and equipment, net44,60243,894
Total assets$74,922$72,045

(1) Derived from audited financial statements.

See Notes to Condensed Consolidated Financial Statements.

SEMPRA ENERGY
CONDENSED CONSOLIDATED BALANCE SHEETS (CONTINUED)
(Dollars in millions)
March 31,December 31,
20222021(1)
(unaudited)
LIABILITIES AND EQUITY
Current liabilities:
Short-term debt$2,181$3,471
Accounts payable – trade1,3751,671
Accounts payable – other171178
Dividends and interest payable591563
Accrued compensation and benefits312479
Regulatory liabilities704359
Current portion of long-term debt and finance leases298106
Reserve for Aliso Canyon costs2,0521,980
Greenhouse gas obligations9897
Other current liabilities1,2181,131
Total current liabilities9,00010,035
Long-term debt and finance leases24,41621,068
Deferred credits and other liabilities:
Due to unconsolidated affiliates309287
Regulatory liabilities3,3603,402
Greenhouse gas obligations290225
Pension and other postretirement benefit plan obligations, net of plan assets704687
Deferred income taxes3,9483,477
Asset retirement obligations3,4173,375
Deferred credits and other1,9182,070
Total deferred credits and other liabilities13,94613,523
Commitments and contingencies (Note 11)
Equity:
Preferred stock (50 million shares authorized):
Preferred stock, series C (0.9 million shares outstanding)889889
Common stock (750 million shares authorized; 316 million and 317 million shares outstanding at March 31, 2022 and December 31, 2021, respectively; no par value)11,65611,862
Retained earnings13,79813,548
Accumulated other comprehensive income (loss)(229)(318)
Total Sempra Energy shareholders’ equity26,11425,981
Preferred stock of subsidiary2020
Other noncontrolling interests1,4261,418
Total equity27,56027,419
Total liabilities and equity$74,922$72,045

(1) Derived from audited financial statements.

See Notes to Condensed Consolidated Financial Statements.

SEMPRA ENERGY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in millions)
Three months ended March 31,
20222021
(unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES
Net income$657$928
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization493442
Deferred income taxes and investment tax credits34797
Equity earnings(326)(318)
Foreign currency transaction losses, net1919
Share-based compensation expense1717
Fixed-price contracts and other derivatives105130
Other5059
Net change in working capital components32684
Insurance receivable for Aliso Canyon costs—31
Distributions from investments204208
Changes in other noncurrent assets and liabilities, net(285)(195)
Net cash provided by operating activities1,6071,502
CASH FLOWS FROM INVESTING ACTIVITIES
Expenditures for property, plant and equipment(1,204)(1,181)
Expenditures for investments and acquisitions(85)(115)
Purchases of nuclear decommissioning trust assets(242)(288)
Proceeds from sales of nuclear decommissioning trust assets242288
Advances to unconsolidated affiliates—(8)
Distributions from investments—4
Other(1)(1)
Net cash used in investing activities(1,290)(1,301)
CASH FLOWS FROM FINANCING ACTIVITIES
Common dividends paid(349)(301)
Preferred dividends paid—(36)
Issuances of common stock3—
Repurchases of common stock(226)(37)
Issuances of debt (maturities greater than 90 days)4,023102
Payments on debt (maturities greater than 90 days) and finance leases(1,048)(1,093)
(Decrease) increase in short-term debt, net(720)932
Advances from unconsolidated affiliates1820
Proceeds from sales of noncontrolling interests137
Distributions to noncontrolling interests(53)—
Contributions from noncontrolling interests6—
Other(29)(1)
Net cash provided by (used in) financing activities1,638(407)
Effect of exchange rate changes on cash, cash equivalents and restricted cash—(1)
Increase (decrease) in cash, cash equivalents and restricted cash1,955(207)
Cash, cash equivalents and restricted cash, January 1581985
Cash, cash equivalents and restricted cash, March 31$2,536$778

See Notes to Condensed Consolidated Financial Statements.

SEMPRA ENERGY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
(Dollars in millions)
Three months ended March 31,
20222021
(unaudited)
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Interest payments, net of amounts capitalized$233$225
Income tax payments, net of refunds8030
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES
Accrued capital expenditures$468$499
Increase in finance lease obligations for investment in PP&E1315
Increase in ARO for investment in PP&E, net238
Common dividends declared but not paid362333
Conversion of mandatory convertible preferred stock—1,693
Preferred dividends declared but not paid1132

See Notes to Condensed Consolidated Financial Statements.

SEMPRA ENERGY
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(Dollars in millions)
Preferred stockCommon stockRetained earningsAccumulated other comprehensive income (loss)Sempra Energy shareholders' equityNon- controlling interestsTotal equity
(unaudited)
Three months ended March 31, 2022
Balance at December 31, 2021$889$11,862$13,548$(318)$25,981$1,438$27,419
Net income62362334657
Other comprehensive income898921110
Share-based compensation expense171717
Dividends declared:
Series C preferred stock ($12.19/share)(11)(11)(11)
Common stock ($1.15/share)(362)(362)(362)
Issuances of common stock333
Repurchases of common stock(226)(226)(226)
Noncontrolling interest activities:
Contributions66
Distributions(53)(53)
Balance at March 31, 2022$889$11,656$13,798$(229)$26,114$1,446$27,560
Three months ended March 31, 2021
Balance at December 31, 2020$3,147$7,053$13,673$(500)$23,373$1,561$24,934
Net income89589533928
Other comprehensive income10110114115
Share-based compensation expense171717
Dividends declared:
Series B preferred stock ($1.69/share)(10)(10)(10)
Series C preferred stock ($12.19/share)(11)(11)(11)
Common stock ($1.10/share)(333)(333)(333)
Conversion of series A preferred stock(1,693)1,693——
Repurchases of common stock(37)(37)(37)
Noncontrolling interest activities:
Sale4415
Balance at March 31, 2021$1,454$8,730$14,214$(399)$23,999$1,609$25,608

See Notes to Condensed Consolidated Financial Statements.

SAN DIEGO GAS & ELECTRIC COMPANY
CONDENSED STATEMENTS OF OPERATIONS
(Dollars in millions)
Three months ended March 31,
20222021
(unaudited)
Operating revenues
Electric$1,120$1,069
Natural gas325268
Total operating revenues1,4451,337
Operating expenses
Cost of electric fuel and purchased power221241
Cost of natural gas12682
Operation and maintenance397390
Depreciation and amortization239213
Franchise fees and other taxes9288
Total operating expenses1,0751,014
Operating income370323
Other income, net3435
Interest income—1
Interest expense(106)(102)
Income before income taxes298257
Income tax expense(64)(45)
Net income/Earnings attributable to common shares$234$212

See Notes to Condensed Financial Statements.

SAN DIEGO GAS & ELECTRIC COMPANY
CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(Dollars in millions)
Pretax amountIncome tax expenseNet-of-tax amount
(unaudited)
Three months ended March 31, 2022 and 2021
2022:
Net income/Comprehensive income$298$(64)$234
2021:
Net income/Comprehensive income$257$(45)$212

See Notes to Condensed Financial Statements.

SAN DIEGO GAS & ELECTRIC COMPANY
CONDENSED BALANCE SHEETS
(Dollars in millions)
March 31,December 31,
20222021(1)
(unaudited)
ASSETS
Current assets:
Cash and cash equivalents$528$25
Accounts receivable – trade, net742715
Accounts receivable – other, net6378
Due from unconsolidated affiliates1—
Income taxes receivable, net—9
Inventories123123
Prepaid expenses164174
Regulatory assets116231
Greenhouse gas allowances1313
Other current assets7063
Total current assets1,8201,431
Other assets:
Regulatory assets903786
Greenhouse gas allowances121111
Nuclear decommissioning trusts9461,012
Right-of-use assets – operating leases206185
Wildfire fund324331
Other long-term assets149154
Total other assets2,6492,579
Property, plant and equipment:
Property, plant and equipment26,92126,456
Less accumulated depreciation and amortization(6,555)(6,408)
Property, plant and equipment, net20,36620,048
Total assets$24,835$24,058

(1) Derived from audited financial statements.

See Notes to Condensed Financial Statements.

SAN DIEGO GAS & ELECTRIC COMPANY
CONDENSED BALANCE SHEETS (CONTINUED)
(Dollars in millions)
March 31,December 31,
20222021(1)
(unaudited)
LIABILITIES AND EQUITY
Current liabilities:
Short-term debt$—$776
Accounts payable521588
Due to unconsolidated affiliates10597
Interest payable7550
Accrued compensation and benefits78148
Regulatory liabilities13514
Current portion of long-term debt and finance leases3349
Customer deposits2830
Greenhouse gas obligations1313
Asset retirement obligations8886
Other current liabilities371260
Total current liabilities1,4472,111
Long-term debt and finance leases8,7637,581
Deferred credits and other liabilities:
Regulatory liabilities2,2732,302
Greenhouse gas obligations4331
Pension obligation, net of plan assets3025
Deferred income taxes2,3052,275
Asset retirement obligations799804
Deferred credits and other692680
Total deferred credits and other liabilities6,1426,117
Commitments and contingencies (Note 11)
Shareholder's equity:
Preferred stock (45 million shares authorized; none issued)——
Common stock (255 million shares authorized; 117 million shares outstanding; no par value)1,6601,660
Retained earnings6,8336,599
Accumulated other comprehensive income (loss)(10)(10)
Total shareholder’s equity8,4838,249
Total liabilities and shareholder's equity$24,835$24,058

(1) Derived from audited financial statements.

See Notes to Condensed Financial Statements.

SAN DIEGO GAS & ELECTRIC COMPANY
CONDENSED STATEMENTS OF CASH FLOWS
(Dollars in millions)
Three months ended March 31,
20222021
(unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES
Net income$234$212
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization239213
Deferred income taxes and investment tax credits427
Other111
Net change in working capital components27216
Changes in noncurrent assets and liabilities, net(90)(73)
Net cash provided by operating activities670396
CASH FLOWS FROM INVESTING ACTIVITIES
Expenditures for property, plant and equipment(552)(555)
Purchases of nuclear decommissioning trust assets(242)(288)
Proceeds from sales of nuclear decommissioning trust assets242288
Net cash used in investing activities(552)(555)
CASH FLOWS FROM FINANCING ACTIVITIES
Issuances of debt (maturities greater than 90 days)1,195—
Payments on debt (maturities greater than 90 days) and finance leases(400)(224)
(Decrease) increase in short-term debt, net(401)130
Debt issuance costs(9)—
Net cash provided by (used in) financing activities385(94)
Increase (decrease) in cash and cash equivalents503(253)
Cash and cash equivalents, January 125262
Cash and cash equivalents, March 31$528$9
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Interest payments, net of amounts capitalized$81$75
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES
Accrued capital expenditures$164$146
Increase in finance lease obligations for investment in PP&E56

See Notes to Condensed Financial Statements.

SAN DIEGO GAS & ELECTRIC COMPANY
CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDER’S EQUITY
(Dollars in millions)
Common stockRetained earningsAccumulated other comprehensive income (loss)Total shareholder's equity
(unaudited)
Three months ended March 31, 2022
Balance at December 31, 2021$1,660$6,599$(10)$8,249
Net income234234
Balance at March 31, 2022$1,660$6,833$(10)$8,483
Three months ended March 31, 2021
Balance at December 31, 2020$1,660$6,080$(10)$7,730
Net income212212
Balance at March 31, 2021$1,660$6,292$(10)$7,942

See Notes to Condensed Financial Statements.

SOUTHERN CALIFORNIA GAS COMPANY
CONDENSED STATEMENTS OF OPERATIONS
(Dollars in millions)
Three months ended March 31,
20222021
(unaudited)
Operating revenues$1,993$1,508
Operating expenses
Cost of natural gas677273
Operation and maintenance551503
Aliso Canyon litigation and regulatory matters92—
Depreciation and amortization187173
Franchise fees and other taxes6258
Total operating expenses1,5691,007
Operating income424501
Other income, net3439
Interest expense(40)(39)
Income before income taxes418501
Income tax expense(84)(94)
Net income/Earnings attributable to common shares$334$407

See Notes to Condensed Financial Statements.

SOUTHERN CALIFORNIA GAS COMPANY
CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(Dollars in millions)
Pretax amountIncome tax expenseNet-of-tax amount
(unaudited)
Three months ended March 31, 2022 and 2021
2022:
Net income$418$(84)$334
Other comprehensive income (loss):
Pension and other postretirement benefits1—1
Total other comprehensive income1—1
Comprehensive income$419$(84)$335
2021:
Net income/Comprehensive income$501$(94)$407

See Notes to Condensed Financial Statements.

SOUTHERN CALIFORNIA GAS COMPANY
CONDENSED BALANCE SHEETS
(Dollars in millions)
March 31,December 31,
20222021(1)
(unaudited)
ASSETS
Current assets:
Cash and cash equivalents$613$37
Accounts receivable – trade, net8701,084
Accounts receivable – other, net5858
Due from unconsolidated affiliates4449
Income taxes receivable, net2323
Inventories149172
Regulatory assets1140
Greenhouse gas allowances7675
Other current assets4261
Total current assets1,8861,599
Other assets:
Regulatory assets1,3691,148
Insurance receivable for Aliso Canyon costs360360
Greenhouse gas allowances392290
Right-of-use assets – operating leases5257
Other long-term assets612627
Total other assets2,7852,482
Property, plant and equipment:
Property, plant and equipment23,53123,104
Less accumulated depreciation and amortization(6,997)(6,861)
Property, plant and equipment, net16,53416,243
Total assets$21,205$20,324

(1) Derived from audited financial statements.

See Notes to Condensed Financial Statements.

SOUTHERN CALIFORNIA GAS COMPANY
CONDENSED BALANCE SHEETS (CONTINUED)
(Dollars in millions)
March 31,December 31,
20222021(1)
(unaudited)
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Short-term debt$—$385
Accounts payable – trade551775
Accounts payable – other126142
Due to unconsolidated affiliates4536
Accrued compensation and benefits144202
Regulatory liabilities569345
Current portion of long-term debt and finance leases1211
Customer deposits1313
Reserve for Aliso Canyon costs2,0521,980
Greenhouse gas obligations7675
Asset retirement obligations7777
Other current liabilities266271
Total current liabilities3,9314,312
Long-term debt and finance leases5,4684,773
Deferred credits and other liabilities:
Regulatory liabilities1,0871,100
Greenhouse gas obligations221174
Pension obligation, net of plan assets567551
Deferred income taxes1,1751,039
Asset retirement obligations2,5522,505
Deferred credits and other427428
Total deferred credits and other liabilities6,0295,797
Commitments and contingencies (Note 11)
Shareholders’ equity:
Preferred stock (11 million shares authorized; 1 million shares outstanding)2222
Common stock (100 million shares authorized; 91 million shares outstanding; no par value)1,6661,666
Retained earnings4,1193,785
Accumulated other comprehensive income (loss)(30)(31)
Total shareholders’ equity5,7775,442
Total liabilities and shareholders’ equity$21,205$20,324

(1) Derived from audited financial statements.

See Notes to Condensed Financial Statements.

SOUTHERN CALIFORNIA GAS COMPANY
CONDENSED STATEMENTS OF CASH FLOWS
(Dollars in millions)
Three months ended March 31,
20222021
(unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES
Net income$334$407
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization187173
Deferred income taxes and investment tax credits84(14)
Other2427
Net change in working capital components323299
Insurance receivable for Aliso Canyon costs—31
Changes in other noncurrent assets and liabilities, net(211)(124)
Net cash provided by operating activities741799
CASH FLOWS FROM INVESTING ACTIVITIES
Expenditures for property, plant and equipment(468)(459)
Net cash used in investing activities(468)(459)
CASH FLOWS FROM FINANCING ACTIVITIES
Common dividends paid—(25)
Issuances of debt (maturities greater than 90 days)697—
Payments on finance leases(3)(3)
Decrease in short-term debt, net(385)(113)
Debt issuance costs(6)—
Net cash provided by (used in) financing activities303(141)
Increase in cash and cash equivalents576199
Cash and cash equivalents, January 1374
Cash and cash equivalents, March 31$613$203
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Interest payments, net of amounts capitalized$43$44
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES
Accrued capital expenditures$185$150
Increase (decrease) in ARO for investment in PP&E22(9)
Increase in finance lease obligations for investment in PP&E89
Common dividends declared but not paid—25

See Notes to Condensed Financial Statements.

SOUTHERN CALIFORNIA GAS COMPANY
CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
(Dollars in millions)
Preferred stockCommon stockRetained earningsAccumulated other comprehensive income (loss)Total shareholders’ equity
(unaudited)
Three months ended March 31, 2022
Balance at December 31, 2021$22$1,666$3,785$(31)$5,442
Net income334334
Other comprehensive income11
Dividends declared:
Preferred stock ($0.38/share)——
Balance at March 31, 2022$22$1,666$4,119$(30)$5,777
Three months ended March 31, 2021
Balance at December 31, 2020$22$866$4,287$(31)$5,144
Net income407407
Dividends declared:
Preferred stock ($0.38/share)——
Common stock ($0.55/share)(50)(50)
Balance at March 31, 2021$22$866$4,644$(31)$5,501

See Notes to Condensed Financial Statements.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1. GENERAL INFORMATION AND OTHER FINANCIAL DATA

PRINCIPLES OF CONSOLIDATION

Sempra

Sempra’s Condensed Consolidated Financial Statements include the accounts of Sempra Energy, a California-based holding company doing business as Sempra, and its consolidated entities. In the fourth quarter of 2021, we formed Sempra Infrastructure, which resulted in a change to our reportable segments. Historical segment disclosures have been restated to conform with the current presentation of our four separate reportable segments, which we discuss in Note 12. All references in these Notes to our reportable segments are not intended to refer to any legal entity with the same or similar name.

SDG&E

SDG&E’s common stock is wholly owned by Enova Corporation, which is a wholly owned subsidiary of Sempra.

SoCalGas

SoCalGas’ common stock is wholly owned by Pacific Enterprises, which is a wholly owned subsidiary of Sempra.

BASIS OF PRESENTATION

This is a combined report of Sempra, SDG&E and SoCalGas. We provide separate information for SDG&E and SoCalGas as required. We have eliminated intercompany accounts and transactions within the consolidated financial statements of each reporting entity.

We have prepared our Condensed Consolidated Financial Statements in conformity with U.S. GAAP and in accordance with the interim period reporting requirements of Form 10-Q and applicable rules of the SEC. The financial statements reflect all adjustments that are necessary for a fair presentation of the results for the interim periods. These adjustments are only of a normal, recurring nature. Results of operations for interim periods are not necessarily indicative of results for the entire year or for any other period. We evaluated events and transactions that occurred after March 31, 2022 through the date the financial statements were issued and, in the opinion of management, the accompanying statements reflect all adjustments necessary for a fair presentation.

All December 31, 2021 balance sheet information in the Condensed Consolidated Financial Statements has been derived from our audited 2021 Consolidated Financial Statements in the Annual Report. Certain information and note disclosures normally included in annual financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to the interim period reporting provisions of U.S. GAAP and the SEC.

We describe our significant accounting policies in Note 1 of the Notes to Consolidated Financial Statements in the Annual Report and the impact of the adoption of new accounting standards on those policies in Note 2 below. We follow the same accounting policies for interim period reporting purposes.

The information contained in this report should be read in conjunction with the Annual Report.

Regulated Operations

SDG&E, SoCalGas and Sempra Infrastructure’s natural gas distribution utility, Ecogas, prepare their financial statements in accordance with the provisions of U.S. GAAP governing rate-regulated operations. We discuss revenue recognition and the effects of regulation at our utilities in Notes 3 and 4 below and in Notes 1, 3 and 4 of the Notes to Consolidated Financial Statements in the Annual Report.

Our Sempra Texas Utilities segment is comprised of our equity method investments in holding companies that own interests in regulated electric transmission and distribution utilities in Texas.

Our Sempra Infrastructure segment includes the operating companies of our subsidiary, IEnova, as well as certain holding companies and risk management activity. Certain business activities at IEnova are regulated by the CRE and meet the regulatory accounting requirements of U.S. GAAP. Pipeline projects currently under construction at IEnova that meet the regulatory accounting requirements of U.S. GAAP record the impact of AFUDC related to equity. We discuss AFUDC below and in Note 1 of the Notes to Consolidated Financial Statements in the Annual Report.

CASH, CASH EQUIVALENTS AND RESTRICTED CASH

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported on Sempra’s Condensed Consolidated Balance Sheets to the sum of such amounts reported on Sempra’s Condensed Consolidated Statements of Cash Flows. We provide information about the nature of restricted cash in Note 1 of the Notes to Consolidated Financial Statements in the Annual Report.

RECONCILIATION OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH
(Dollars in millions)
March 31,December 31,
20222021
Cash and cash equivalents$2,519$559
Restricted cash, current1419
Restricted cash, noncurrent33
Total cash, cash equivalents and restricted cash on the Condensed Consolidated Statements of Cash Flows$2,536$581

CREDIT LOSSES

We are exposed to credit losses from financial assets measured at amortized cost, including trade and other accounts receivable, amounts due from unconsolidated affiliates, our net investment in sales-type leases and a note receivable. We are also exposed to credit losses from off-balance sheet arrangements through Sempra’s guarantee related to Cameron LNG JV’s SDSRA, which we discuss in Note 6.

We regularly monitor and evaluate credit losses and record allowances for expected credit losses, if necessary, for trade and other accounts receivable using a combination of factors, including past-due status based on contractual terms, trends in write-offs, the age of the receivables and customer payment patterns, historical and industry trends, counterparty creditworthiness, economic conditions and specific events, such as bankruptcies, pandemics and other factors. We write off financial assets measured at amortized cost in the period in which we determine they are not recoverable. We record recoveries of amounts previously written off when it is known that they will be recovered.

In 2021, SDG&E and SoCalGas applied, on behalf of their customers, for financial assistance from the California Department of Community Services and Development under the California Arrearage Payment Program, which provided funds of $63 million and $79 million for SDG&E and SoCalGas, respectively. In the first quarter of 2022, SDG&E and SoCalGas received and applied the amounts directly to eligible customer accounts to reduce past due balances.

We provide below allowances and changes in allowances for credit losses for trade receivables and other receivables. SDG&E and SoCalGas record changes in the allowances for credit losses related to Accounts Receivable – Trade in regulatory accounts.

RECEIVABLES – ALLOWANCES FOR CREDIT LOSSES
(Dollars in millions)
20222021
Sempra:
Allowances for credit losses at January 1$136$138
Provisions for expected credit losses4843
Write-offs(19)(5)
Allowances for credit losses at March 31$165$176
SDG&E:
Allowances for credit losses at January 1$66$69
Provisions for expected credit losses2115
Write-offs(9)(3)
Allowances for credit losses at March 31$78$81
SoCalGas:
Allowances for credit losses at January 1$69$68
Provisions for expected credit losses2628
Write-offs(10)(2)
Allowances for credit losses at March 31$85$94

Allowances for credit losses related to accounts receivable are included in the Condensed Consolidated Balance Sheets as follows:

ALLOWANCES FOR CREDIT LOSSES
(Dollars in millions)
March 31,December 31,
20222021
Sempra:
Accounts receivable – trade, net$125$94
Accounts receivable – other, net3839
Other long-term assets23
Total allowances for credit losses$165$136
SDG&E:
Accounts receivable – trade, net$55$42
Accounts receivable – other, net2222
Other long-term assets12
Total allowances for credit losses$78$66
SoCalGas:
Accounts receivable – trade, net$68$51
Accounts receivable – other, net1617
Other long-term assets11
Total allowances for credit losses$85$69

As we discuss below in “Transactions with Affiliates,” we have loans due from unconsolidated affiliates with varying tenors, interest rates and currencies. On a quarterly basis, we evaluate credit losses and record allowances for expected credit losses on amounts due from unconsolidated affiliates, if necessary, based on credit quality indicators such as external credit ratings, published default rate studies, the maturity date of the instrument and past delinquencies. However, we do not record allowances for expected credit losses related to accrued interest receivable on loans due from unconsolidated affiliates because we write off such amounts, if any, through a reversal of interest income in the period we determine such amounts are uncollectible. In the absence of external credit ratings, we may utilize an internally developed credit rating based on our analysis of a counterparty’s financial statements to determine our expected credit losses. At December 31, 2021, $1 million of expected credit losses is included in noncurrent Due From Unconsolidated Affiliates on Sempra’s Condensed Consolidated Balance Sheet.

As we discuss below in “Note Receivable,” we have an interest-bearing promissory note due from KKR. On a quarterly basis, we evaluate credit losses and record allowances for expected credit losses on this note receivable, including compounded interest and unamortized transaction costs, based on published default rate studies, the maturity date of the instrument and an internally developed credit rating. At March 31, 2022 and December 31, 2021, $7 million and $8 million, respectively, of expected credit losses are included in Other Long-Term Assets on Sempra’s Condensed Consolidated Balance Sheets.

As we discuss below in Note 6, Sempra provided a guarantee for the benefit of Cameron LNG JV related to amounts withdrawn

by Sempra Infrastructure from the SDSRA. On a quarterly basis, we evaluate credit losses and record liabilities for expected credit losses on this off-balance sheet arrangement based on external credit ratings, published default rate studies and the maturity date of the arrangement. At March 31, 2022 and December 31, 2021, $6 million and $7 million, respectively, of expected credit losses are included in Deferred Credits and Other on Sempra’s Condensed Consolidated Balance Sheets.

INVENTORIES

The components of inventories are as follows:

INVENTORY BALANCES
(Dollars in millions)
SempraSDG&ESoCalGas
March 31, 2022December 31, 2021March 31, 2022December 31, 2021March 31, 2022December 31, 2021
Natural gas$129$164$—$—$87$114
LNG2227————
Materials and supplies2011981231236258
Total$352$389$123$123$149$172

NOTE RECEIVABLE

In October 2021, Sempra loaned $300 million to KKR in exchange for an interest-bearing promissory note that is due in full no later than October 2029 and bears compound interest at 5% per annum, which may be paid quarterly or added to the outstanding principal at the election of KKR. At March 31, 2022 and December 31, 2021, Other Long-Term Assets includes $304 million and $297 million, respectively, of outstanding principal, compounded interest and unamortized transaction costs, net of allowance for credit losses, and at December 31, 2021, Other Current Assets includes $3 million of interest receivable on Sempra’s Condensed Consolidated Balance Sheets.

CAPITALIZED FINANCING COSTS

Capitalized financing costs include capitalized interest costs and AFUDC related to both debt and equity financing of construction projects. We capitalize interest costs incurred to finance capital projects and interest at equity method investments that have not commenced planned principal operations.

The table below summarizes capitalized financing costs, comprised of AFUDC and capitalized interest.

CAPITALIZED FINANCING COSTS
(Dollars in millions)
Three months ended March 31,
20222021
Sempra$57$59
SDG&E2830
SoCalGas1816

VARIABLE INTEREST ENTITIES

We consolidate a VIE if we are the primary beneficiary of the VIE. Our determination of whether we are the primary beneficiary is based on qualitative and quantitative analyses, which assess:

▪the purpose and design of the VIE;

▪the nature of the VIE’s risks and the risks we absorb;

▪the power to direct activities that most significantly impact the economic performance of the VIE; and

▪the obligation to absorb losses or the right to receive benefits that could be significant to the VIE.

We will continue to evaluate our VIEs for any changes that may impact our determination of whether an entity is a VIE and if we are the primary beneficiary.

SDG&E

SDG&E’s power procurement is subject to reliability requirements that may require SDG&E to enter into various PPAs that include variable interests. SDG&E evaluates the respective entities to determine if variable interests exist and, based on the qualitative and quantitative analyses described above, if SDG&E, and indirectly Sempra, is the primary beneficiary.

SDG&E has agreements under which it purchases power generated by facilities for which it supplies all of the natural gas to fuel the power plant (i.e., tolling agreements). SDG&E’s obligation to absorb natural gas costs may be a significant variable interest. In addition, SDG&E has the power to direct the dispatch of electricity generated by these facilities. Based on our analysis, the ability to direct the dispatch of electricity may have the most significant impact on the economic performance of the entity owning the generating facility because of the associated exposure to the cost of natural gas, which fuels the plants, and the value of electricity produced. To the extent that SDG&E (1) is obligated to purchase and provide fuel to operate the facility, (2) has the power to direct the dispatch, and (3) purchases all of the output from the facility for a substantial portion of the facility’s useful life, SDG&E may be the primary beneficiary of the entity owning the generating facility. SDG&E determines if it is the primary beneficiary in these cases based on a qualitative approach in which it considers the operational characteristics of the facility, including its expected power generation output relative to its capacity to generate and the financial structure of the entity, among other factors. If SDG&E determines that it is the primary beneficiary, SDG&E and Sempra consolidate the entity that owns the facility as a VIE.

In addition to tolling agreements, other variable interests involve various elements of fuel and power costs, and other components of cash flows expected to be paid to or received by our counterparties. In most of these cases, the expectation of variability is not substantial, and SDG&E generally does not have the power to direct activities, including the operation and maintenance activities of the generating facility, that most significantly impact the economic performance of the other VIEs. If our ongoing evaluation of these VIEs were to conclude that SDG&E becomes the primary beneficiary and consolidation by SDG&E becomes necessary, the effects could be significant to the financial position and liquidity of SDG&E and Sempra.

SDG&E determined that none of its PPAs and tolling agreements resulted in SDG&E being the primary beneficiary of a VIE at March 31, 2022 and December 31, 2021. PPAs and tolling agreements that relate to SDG&E’s involvement with VIEs are primarily accounted for as finance leases. The carrying amounts of the assets and liabilities under these contracts are included in PP&E, net, and finance lease liabilities with balances of $1,212 million and $1,217 million at March 31, 2022 and December 31, 2021, respectively. SDG&E recovers costs incurred on PPAs, tolling agreements and other variable interests through CPUC-approved long-term power procurement plans. SDG&E has no residual interest in the respective entities and has not provided or guaranteed any debt or equity support, liquidity arrangements, performance guarantees or other commitments associated with these contracts other than the purchase commitments described in Note 16 of the Notes to Consolidated Financial Statements in the Annual Report. As a result, SDG&E’s potential exposure to loss from its variable interest in these VIEs is not significant.

Sempra Texas Utilities

Our 100% interest in Oncor Holdings is a VIE that owns an 80.25% interest in Oncor. Sempra is not the primary beneficiary of this VIE because of the structural and operational ring-fencing and governance measures in place that prevent us from having the power to direct the significant activities of Oncor Holdings. As a result, we do not consolidate Oncor Holdings and instead account for our ownership interest as an equity method investment. See Note 6 of the Notes to Consolidated Financial Statements in the Annual Report for additional information about our equity method investment in Oncor Holdings and restrictions on our ability to influence its activities. Our maximum exposure to loss, which fluctuates over time, from our interest in Oncor Holdings does not exceed the carrying value of our investment, which was $13,116 million at March 31, 2022 and $12,947 million at December 31, 2021.

Sempra Infrastructure

Cameron LNG JV

Cameron LNG JV is a VIE principally due to contractual provisions that transfer certain risks to customers. Sempra is not the primary beneficiary of this VIE because we do not have the power to direct the most significant activities of Cameron LNG JV, including LNG production and operation and maintenance activities at the liquefaction facility. Therefore, we account for our investment in Cameron LNG JV under the equity method. The carrying value of our investment, including amounts recognized in AOCI related to interest-rate cash flow hedges at Cameron LNG JV, was $623 million at March 31, 2022 and $514 million at December 31, 2021. Our maximum exposure to loss, which fluctuates over time, includes the carrying value of our investment and our obligation under the SDSRA, which we discuss in Note 6.

CFIN

As we discuss in Note 6, in July 2020, Sempra entered into a Support Agreement for the benefit of CFIN, which is a VIE. Sempra is not the primary beneficiary of this VIE because we do not have the power to direct the most significant activities of CFIN, including modification, prepayment, and refinance decisions related to the financing arrangement with external lenders and Cameron LNG JV’s four project owners as well as the ability to determine and enforce remedies in the event of default. The conditional obligations of the Support Agreement represent a variable interest that we measure at fair value on a recurring basis (see Note 9). Sempra’s maximum exposure to loss under the terms of the Support Agreement is $979 million.

ECA LNG Phase 1

ECA LNG Phase 1 is a VIE because its total equity at risk is not sufficient to finance its activities without additional subordinated financial support. We expect that ECA LNG Phase 1 will require future capital contributions or other financial support to finance the construction of the facility. Sempra is the primary beneficiary of this VIE because we have the power to direct the development activities related to the construction of the liquefaction facility, which we consider to be the most significant activities of ECA LNG Phase 1 during the construction phase of its natural gas liquefaction export project. As a result, we consolidate ECA LNG Phase 1. Sempra consolidated $728 million and $632 million of assets at March 31, 2022 and December 31, 2021, respectively, consisting primarily of PP&E, net, and Accounts Receivable – Other attributable to ECA LNG Phase 1 that could be used only to settle obligations of this VIE and that are not available to settle obligations of Sempra, and $528 million and $455 million of liabilities at March 31, 2022 and December 31, 2021, respectively, consisting primarily of long-term debt, short-term debt and accounts payable attributable to ECA LNG Phase 1 for which creditors do not have recourse to the general credit of Sempra. Additionally, as we discuss in Note 7, Sempra and TotalEnergies SE have provided guarantees for the loan facility supporting construction of the liquefaction facility based on their respective proportionate ownership interest in ECA LNG Phase 1.

PENSION AND OTHER POSTRETIREMENT BENEFITS

Net Periodic Benefit Cost

The following three tables provide the components of net periodic benefit cost.

NET PERIODIC BENEFIT COST – SEMPRA
(Dollars in millions)
Pension benefitsOther postretirement benefits
Three months ended March 31,
2022202120222021
Service cost$41$37$7$6
Interest cost302877
Expected return on assets(46)(43)(16)(15)
Amortization of:
Prior service cost (credit)33(1)(1)
Actuarial loss (gain)611(4)(2)
Settlement charges—7——
Net periodic benefit cost (credit)3443(7)(5)
Regulatory adjustments(27)(29)75
Total expense recognized$7$14$—$—
NET PERIODIC BENEFIT COST – SDG&E
(Dollars in millions)
Pension benefitsOther postretirement benefits
Three months ended March 31,
2022202120222021
Service cost$10$8$2$1
Interest cost7611
Expected return on assets(11)(12)(2)(2)
Amortization of:
Actuarial gain——(1)—
Net periodic benefit cost62——
Regulatory adjustments(5)(2)——
Total expense recognized$1$—$—$—
NET PERIODIC BENEFIT COST – SOCALGAS
(Dollars in millions)
Pension benefitsOther postretirement benefits
Three months ended March 31,
2022202120222021
Service cost$28$25$5$4
Interest cost202055
Expected return on assets(31)(28)(13)(12)
Amortization of:
Prior service cost (credit)22(1)(1)
Actuarial loss (gain)49(3)(1)
Net periodic benefit cost (credit)2328(7)(5)
Regulatory adjustments(22)(27)75
Total expense recognized$1$1$—$—

RABBI TRUST

In support of its Supplemental Executive Retirement, Cash Balance Restoration and Deferred Compensation Plans, Sempra maintains dedicated assets, including a Rabbi Trust and investments in life insurance contracts, which totaled $532 million and $567 million at March 31, 2022 and December 31, 2021, respectively.

SEMPRA EARNINGS PER COMMON SHARE

Basic EPS is calculated by dividing earnings attributable to common shares by the weighted-average number of common shares outstanding for the period. Diluted EPS includes the potential dilution of common stock equivalent shares that could occur if securities or other contracts to issue common stock were exercised or converted into common stock.

EARNINGS PER COMMON SHARE COMPUTATIONS
(Dollars in millions, except per share amounts; shares in thousands)
Three months ended March 31,
20222021
Numerator:
Earnings attributable to common shares for basic EPS$612$874
Add back dividends for dilutive mandatory convertible preferred stock(1)—10
Earnings attributable to common shares for diluted EPS$612$884
Denominator:
Weighted-average common shares outstanding for basic EPS(2)316,353300,905
Dilutive effect of stock options and RSUs(3)1,081887
Dilutive effect of mandatory convertible preferred stock—6,666
Weighted-average common shares outstanding for diluted EPS317,434308,458
EPS:
Basic$1.93$2.91
Diluted$1.93$2.87

(1) In the three months ended March 31, 2021, due to the dilutive effect of mandatory convertible preferred stock, the numerator used to calculate diluted EPS includes an add-back of dividends declared on our mandatory convertible preferred stock.

(2) Includes 407 and 460 fully vested RSUs held in our Deferred Compensation Plan for the three months ended March 31, 2022 and 2021, respectively. These fully vested RSUs are included in weighted-average common shares outstanding for basic EPS because there are no conditions under which the corresponding shares will not be issued.

(3) Due to market fluctuations of both Sempra common stock and the comparative indices used to determine the vesting percentage of our total shareholder return performance-based RSUs, which we discuss in Note 10 of the Notes to Consolidated Financial Statements in the Annual Report, dilutive RSUs may vary widely from period-to-period.

The potentially dilutive impact from stock options and RSUs is calculated under the treasury stock method. Under this method, proceeds based on the exercise price and unearned compensation are assumed to be used to repurchase shares on the open market at the average market price for the period, reducing the number of potential new shares to be issued and sometimes causing an antidilutive effect. The computation of diluted EPS for the three months ended March 31, 2022 and 2021 excludes 337,239 and 428,875 potentially dilutive shares, respectively, because to include them would be antidilutive for the period. However, these shares could potentially dilute basic EPS in the future.

In 2021, the potentially dilutive impact from mandatory convertible preferred stock was calculated under the if-converted method until the mandatory conversion date. After the mandatory conversion date, the converted shares are included in weighted-average common shares outstanding for basic EPS. We converted our series A preferred stock into common stock on January 15, 2021 and our series B preferred stock into common stock on July 15, 2021. We do not have mandatory convertible preferred stock outstanding as of March 31, 2022, and there were no antidilutive shares to exclude from the computation of diluted EPS in the three months ended March 31, 2021.

In January 2022, pursuant to Sempra’s share-based compensation plans, the Compensation and Talent Committee of Sempra’s board of directors granted 219,898 nonqualified stock options, 338,080 performance-based RSUs and 150,286 service-based RSUs.

We discuss share-based compensation plans and related awards and the terms and conditions of Sempra’s equity securities further in Notes 10, 13 and 14 of the Notes to Consolidated Financial Statements in the Annual Report.

COMPREHENSIVE INCOME

The following tables present the changes in AOCI by component and amounts reclassified out of AOCI to net income, excluding amounts attributable to NCI.

CHANGES IN ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) BY COMPONENT**(1)**
(Dollars in millions)
Foreign currency translation adjustmentsFinancial instrumentsPension and other postretirement benefitsTotal accumulated other comprehensive income (loss)
Three months ended March 31, 2022 and 2021
Sempra:
Balance at December 31, 2021$(79)$(156)$(83)$(318)
OCI before reclassifications374683
Amounts reclassified from AOCI—426
Net OCI378889
Balance at March 31, 2022$(76)$(78)$(75)$(229)
Balance at December 31, 2020$(64)$(331)$(105)$(500)
OCI before reclassifications(5)73775
Amounts reclassified from AOCI—19726
Net OCI(5)9214101
Balance at March 31, 2021$(69)$(239)$(91)$(399)
SDG&E:
Balance at December 31, 2021 and March 31, 2022$(10)$(10)
Balance at December 31, 2020 and March 31, 2021$(10)$(10)
SoCalGas:
Balance at December 31, 2021$(13)$(18)$(31)
Amounts reclassified from AOCI—11
Net OCI—11
Balance at March 31, 2022$(13)$(17)$(30)
Balance at December 31, 2020 and March 31, 2021$(13)$(18)$(31)

(1) All amounts are net of income tax, if subject to tax, and exclude NCI.

RECLASSIFICATIONS OUT OF ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
(Dollars in millions)
Details about accumulated other comprehensive income (loss) componentsAmounts reclassified from accumulated other comprehensive income (loss)Affected line item on Condensed Consolidated Statements of Operations
Three months ended March 31,
20222021
Sempra:
Financial instruments:
Interest rate instruments$(1)$2Interest Expense
Interest rate instruments1419Equity Earnings(1)
Foreign exchange instruments(1)1Revenues: Energy-Related Businesses
Foreign exchange instruments(1)1Equity Earnings(1)
Interest rate and foreign exchange instruments(6)6Other Income, Net
Total before income tax529
(1)(8)Income Tax Expense
Net of income tax421
—(2)Earnings Attributable to Noncontrolling Interests
$4$19
Pension and other postretirement benefits(2):
Amortization of actuarial loss$2$2Other Income, Net
Amortization of prior service cost11Other Income, Net
Settlement charges—7Other Income, Net
Total before income tax310
(1)(3)Income Tax Expense
Net of income tax$2$7
Total reclassifications for the period, net of tax$6$26
SoCalGas:
Pension and other postretirement benefits(2):
Amortization of actuarial loss$1$—Other Income, Net
Total reclassifications for the period, net of tax$1$—

(1) Equity earnings at our foreign equity method investees are recognized after tax.

(2) Amounts are included in the computation of net periodic benefit cost (see “Pension and Other Postretirement Benefits” above).

For the three months ended March 31, 2022 and 2021, reclassifications out of AOCI to net income were negligible for SDG&E.

SHAREHOLDERS’ EQUITY AND NONCONTROLLING INTERESTS

Sempra Series A Preferred Stock

On January 15, 2021, we converted all 17,250,000 shares of series A preferred stock into 13,781,025 shares of our common stock based on a conversion rate of 0.7989 shares of our common stock for each issued and outstanding share of series A preferred stock. As a consequence, no shares of series A preferred stock were outstanding after January 15, 2021 and the 17,250,000 shares that were formerly series A preferred stock returned to the status of authorized and unissued shares of preferred stock.

Sempra Common Stock Repurchases

On January 11, 2022, we entered into an ASR program under which we prepaid $200 million to repurchase shares of our common stock in a share forward transaction. A total of 1,472,756 shares were purchased under this program at an average price of $135.80 per share. The total number of shares purchased was determined by dividing the $200 million purchase price by the arithmetic average of the volume-weighted average trading prices of shares of our common stock during the valuation period of January 12, 2022 through February 11, 2022, minus a fixed discount. The ASR program was completed on February 11, 2022.

On April 6, 2022, we entered into an ASR program under which we prepaid $250 million to repurchase shares of our common stock in a share forward transaction. A total of 1,471,957 shares were purchased under this program at an average price of $169.84 per share. The total number of shares purchased was determined by dividing the $250 million purchase price by the arithmetic average of the volume-weighted average trading prices of shares of our common stock during the valuation period of April 7, 2022 through April 25, 2022, minus a fixed discount. The ASR program was completed on April 25, 2022.

Other Noncontrolling Interests

The following table provides information about NCI held by others in subsidiaries or entities consolidated by us and recorded in Other Noncontrolling Interests in Total Equity on Sempra’s Condensed Consolidated Balance Sheets.

OTHER NONCONTROLLING INTERESTS
(Dollars in millions)
Percent ownership held by noncontrolling interestsEquity held by noncontrolling interests
March 31, 2022December 31, 2021March 31, 2022December 31, 2021
Sempra Infrastructure:
SI Partners20.0%20.0%$1,387$1,384
SI Partners subsidiaries(1)0.1 - 16.60.1 - 16.63934
Total Sempra$1,426$1,418

(1) SI Partners has subsidiaries with NCI held by others. Percentage range reflects the highest and lowest ownership percentages among these subsidiaries.

Sempra Infrastructure

Pending Sale of NCI in SI Partners to ADIA. On December 21, 2021, Sempra entered into a purchase and sale agreement (the ADIA Purchase Agreement) with ADIA, and, solely for purposes of guaranteeing the obligations of ADIA, Infinity Investments S.A. and Azure Vista C 2020 S.à.r.l., each a wholly owned affiliate of Abu Dhabi Investment Authority, pursuant to which ADIA will acquire from Sempra, for an aggregate purchase price of $1.8 billion, subject to certain adjustments described below, a 10% NCI in SI Partners. Following the closing of the transaction pursuant to the ADIA Purchase Agreement, Sempra, KKR and ADIA will directly or indirectly own 70%, 20%, and 10%, respectively, of the outstanding Class A Units of SI Partners, which excludes the non-voting Sole Risk Interests held only by Sempra. As further described below, after the closing of the transaction under the ADIA Purchase Agreement, ADIA will have certain rights similar to those of KKR but subject to additional limitations and adjustments to take into account ADIA’s relative ownership percentage.

At March 31, 2022, SI Partners indirectly owned 99.9% of the outstanding shares of IEnova. Under the terms of the ADIA Purchase Agreement, there will be a proportional purchase price adjustment at the closing (i) for any remaining shares of IEnova that are not owned by SI Partners at the closing and (ii) that generally takes into account cash distributions made to, or capital contributions made by, the partners of SI Partners, from and after the date of the ADIA Purchase Agreement to the closing.

In the first quarter of 2022, we made significant progress toward obtaining the regulatory approvals necessary to close the transaction pursuant to the ADIA Purchase Agreement. As a result of the anticipated closing, we recognized income tax expense of $120 million for a deferred income tax liability related to outside basis differences in our foreign subsidiaries that we had previously considered to be indefinitely reinvested.

The closing of the transaction pursuant to the ADIA Purchase Agreement is subject to receipt of certain regulatory approvals, including from the FERC and DOE; certain other third-party approvals; the absence of a material adverse effect on the assets, businesses, properties, liabilities, financial condition or results of operations of SI Partners taken as a whole, subject to certain exceptions; and other customary closing conditions. Any party may generally terminate the ADIA Purchase Agreement if the closing has not occurred on or before September 30, 2022, subject to an automatic extension through December 21, 2022 if necessary to receive required regulatory approvals. We expect the transaction will close in the second quarter of 2022.

At the closing, Sempra and KKR and ADIA (the Minority Partners) will enter into a second amended and restated agreement of limited partnership of SI Partners (the Amended LP Agreement), which will govern their respective rights and obligations in respect of their ownership of SI Partners. Under the Amended LP Agreement, ADIA will have the right at the closing to designate one manager to the SI Partners board of managers. Matters are decided generally by majority vote and the managers designated by Sempra and by KKR each, as a group, have voting power equivalent to the ownership percentage of their respective designating limited partner. The manager selected by ADIA also will have voting power equivalent to the ownership percentage of ADIA. Sempra expects to maintain control of SI Partners as its 70% owner on terms similar to those currently applicable at SI Partners. However, SI Partners and its controlled subsidiaries will be prohibited from taking certain limited actions without the prior written

approval of the Minority Partners (subject to each Minority Partner maintaining certain ownership thresholds in SI Partners). The minority protections held by ADIA constitute a sub-set of the minority protections granted to KKR.

The terms of the Amended LP Agreement applicable to ADIA in relation to capital contributions and distributions are generally consistent with those granted to KKR, with adjustments and limitations to take into account ADIA’s relative ownership percentage, including limiting ADIA’s priority distribution rights to the failure of certain proposed projects to receive a positive final investment decision by a certain date or to achieve specified thresholds of projected internal rates of return or leverage. The transfer rights and restrictions and registration rights in the Amended LP Agreement applicable to ADIA are also generally consistent with those granted to KKR, with adjustments and limitations to take into account ADIA’s relative ownership percentage, including a general restriction on ADIA transferring its interests in SI Partners to third parties (other than pursuant to certain specified permitted transfers) for a specified period following its entry into the Amended LP Agreement.

SI Partners Subsidiaries. Following the exchange offer completed in May 2021 and the cash tender offer completed in September 2021, IEnova’s shares were delisted from the Mexican Stock Exchange effective October 15, 2021. In connection with the delisting, we are maintaining a trust for the purpose of purchasing the 1,212,981 IEnova shares that remained publicly owned as of the completion of the cash tender offer for 78.97 Mexican pesos per share, the same price per share that was offered in our cash tender offer. The trust was to be in place through the earlier of April 14, 2022 or the date on which we acquire all the remaining publicly owned IEnova shares. On April 13, 2022, the term of the trust was amended so that it will remain in place until we terminate it, subject to any maximum term under applicable Mexican law. As of April 29, 2022, an aggregate of 828,988 of the remaining publicly owned IEnova shares had been acquired by such trust.

We discuss the exchange offer and the cash tender offer in Note 1 of the Notes to Consolidated Financial Statements in the Annual Report.

TRANSACTIONS WITH AFFILIATES

We summarize amounts due from and to unconsolidated affiliates at Sempra, SDG&E and SoCalGas in the following table.

AMOUNTS DUE FROM (TO) UNCONSOLIDATED AFFILIATES
(Dollars in millions)
March 31, 2022December 31, 2021
Sempra:
Sempra Infrastructure – IMG – Note due March 15, 2023(1)$626$2
Various affiliates4521
Total due from unconsolidated affiliates – current$671$23
Sempra Infrastructure – IMG – Note due March 15, 2022, net of allowance for credit losses of $1 at December 31, 2021(1)$—$637
Total due from unconsolidated affiliates – noncurrent$—$637
Sempra Infrastructure(2):
TAG Pipelines Norte, S. de R.L. de C.V.:
5.5% Note due January 9, 2024$(70)$(69)
5.5% Note due January 14, 2025(22)(21)
5.5% Note due July 16, 2025(20)(20)
5.5% Note due January 14, 2026(18)—
TAG – 5.74% Note due December 17, 2029(179)(177)
Total due to unconsolidated affiliates – noncurrent$(309)$(287)
SDG&E:
Various affiliates$1$—
Total due from unconsolidated affiliates – current$1$—
Sempra$(51)$(40)
SoCalGas(43)(48)
Various affiliates(11)(9)
Total due to unconsolidated affiliates – current$(105)$(97)
Income taxes due (to) from Sempra(3)$(41)$19
SoCalGas:
SDG&E$43$48
Various affiliates11
Total due from unconsolidated affiliates – current$44$49
Sempra$(45)$(36)
Total due to unconsolidated affiliates – current$(45)$(36)
Income taxes due from Sempra(3)$6$6

(1) At December 31, 2021, represents a Mexican peso-denominated revolving line of credit for up to 14.2 billion Mexican pesos or approximately $691 U.S. dollar-equivalent at a variable interest rate based on the 91-day Interbank Equilibrium Interest Rate plus 220 bps. On March 15, 2022, Sempra Infrastructure amended and restated the revolving line of credit to a U.S. dollar-denominated note in the amount of $625 at a variable interest rate based on the 1-month Secured Overnight Financing Rate plus 180 bps (2.22% at March 31, 2022) and extended the maturity date to March 15, 2023. At March 31, 2022 and December 31, 2021, $1 and $2 of accrued interest receivable, respectively, is included in Due from Unconsolidated Affiliates – Current.

(2) U.S. dollar-denominated loans at fixed interest rates. Amounts include principal balances plus accumulated interest outstanding.

(3) SDG&E and SoCalGas are included in the consolidated income tax return of Sempra, and their respective income tax expense is computed as an amount equal to that which would result from each company having always filed a separate return.

The following table summarizes income statement information from unconsolidated affiliates.

INCOME STATEMENT IMPACT FROM UNCONSOLIDATED AFFILIATES
(Dollars in millions)
Three months ended March 31,
20222021
Sempra:
Revenues$7$8
Cost of sales—11
Interest income1015
Interest expense44
SDG&E:
Revenues$4$2
Cost of sales2428
SoCalGas:
Revenues$26$25
Cost of sales(1)—3

(1) Includes net commodity costs from natural gas transactions with unconsolidated affiliates.

Guarantees

Sempra provided guarantees related to Cameron LNG JV’s SDSRA and CFIN’s Support Agreement, which remain outstanding. We discuss these guarantees in Note 6 below and in Note 6 of the Notes to Consolidated Financial Statements in the Annual Report.

OTHER INCOME, NET

Other income, net, consists of the following:

OTHER INCOME, NET
(Dollars in millions)
Three months ended March 31,
20222021
Sempra:
Allowance for equity funds used during construction$35$38
Investment (losses) gains, net(1)(13)9
Gains (losses) on interest rate and foreign exchange instruments, net6(30)
Foreign currency transaction losses, net(2)(19)(19)
Non-service component of net periodic benefit credit4129
Interest on regulatory balancing accounts, net11
Sundry, net(13)7
Total$38$35
SDG&E:
Allowance for equity funds used during construction$21$23
Non-service component of net periodic benefit credit119
Interest on regulatory balancing accounts, net11
Sundry, net12
Total$34$35
SoCalGas:
Allowance for equity funds used during construction$13$12
Non-service component of net periodic benefit credit3228
Sundry, net(11)(1)
Total$34$39

(1) Represents net investment (losses) gains on dedicated assets in support of our executive retirement and deferred compensation plans. These amounts are offset by corresponding changes in compensation expense related to the plans, recorded in O&M on the Condensed Consolidated Statements of Operations.

(2) Includes losses of $11 and $23 in the three months ended March 31, 2022 and 2021, respectively, from translation to U.S. dollars of a Mexican peso-denominated loan to IMG, which are offset by corresponding amounts included in Equity Earnings on the Condensed Consolidated Statements of Operations.

INCOME TAXES

We provide our calculations of ETRs in the following table.

INCOME TAX EXPENSE AND EFFECTIVE INCOME TAX RATES
(Dollars in millions)
Three months ended March 31,
20222021
Sempra:
Income tax expense$334$158
Income before income taxes and equity earnings$665$768
Equity earnings, before income tax(1)143135
Pretax income$808$903
Effective income tax rate41%18%
SDG&E:
Income tax expense$64$45
Income before income taxes$298$257
Effective income tax rate21%18%
SoCalGas:
Income tax expense$84$94
Income before income taxes$418$501
Effective income tax rate20%19%

(1) We discuss how we recognize equity earnings in Note 6 of the Notes to Consolidated Financial Statements in the Annual Report.

Sempra, SDG&E and SoCalGas record income taxes for interim periods utilizing a forecasted ETR anticipated for the full year. Unusual and infrequent items and items that cannot be reliably estimated are recorded in the interim period in which they occur, which can result in variability in the ETR.

For SDG&E and SoCalGas, the CPUC requires flow-through rate-making treatment for the current income tax benefit or expense arising from certain property-related and other temporary differences between the treatment for financial reporting and income tax, which will reverse over time. Under the regulatory accounting treatment required for these flow-through temporary differences, deferred income tax assets and liabilities are not recorded to deferred income tax expense, but rather to a regulatory asset or liability, which impacts the ETR. As a result, changes in the relative size of these items compared to pretax income, from period to period, can cause variations in the ETR. The following items are subject to flow-through treatment:

▪repairs expenditures related to a certain portion of utility plant fixed assets

▪the equity portion of AFUDC, which is non-taxable

▪a portion of the cost of removal of utility plant assets

▪utility self-developed software expenditures

▪depreciation on a certain portion of utility plant assets

▪state income taxes

The AFUDC related to equity recorded for regulated construction projects at Sempra Infrastructure has similar flow-through treatment.

As we discuss above in “Other Noncontrolling Interests,” we recognized income tax expense of $120 million for a deferred income tax liability related to outside basis differences in our foreign subsidiaries that we had previously considered to be indefinitely reinvested.

NOTE 2. NEW ACCOUNTING STANDARDS

We describe below recent accounting pronouncements that have had or may have a significant effect on our results of operations, financial condition, cash flows or disclosures.

ASU 2020-06, “Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity”: ASU 2020-06 simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. In addition to other changes, this standard amends ASC 470-20, “Debt with Conversion and Other Options,” by removing the accounting models for instruments with beneficial and cash conversion features. The standard also amends certain guidance in ASC 260, “Earnings Per Share,” for the computation of EPS for convertible instruments and contracts on an entity’s own equity. For public entities, ASU 2020-06 is effective for fiscal years beginning after December 15, 2021, with early adoption permitted. An entity can use either a full or modified retrospective approach to adopt ASU 2020-06 and must disclose, in the period of adoption, EPS transition information about the effect of the change on affected per-share amounts. We adopted the standard on January 1, 2022 using a modified retrospective approach and the adoption did not materially impact our financial statements or per-share amounts.

NOTE 3. REVENUES

We discuss revenue recognition for revenues from contracts with customers and from sources other than contracts with customers in Note 3 of the Notes to Consolidated Financial Statements in the Annual Report.

The following table disaggregates our revenues from contracts with customers by major service line and market and provides a reconciliation to total revenues by segment. The majority of our revenue is recognized over time.

DISAGGREGATED REVENUES
(Dollars in millions)
SDG&ESoCalGasSempra InfrastructureConsolidating adjustments and Parent and otherSempra
Three months ended March 31, 2022
By major service line:
Utilities$1,501$1,912$28$(29)$3,412
Energy-related businesses——292(15)277
Revenues from contracts with customers$1,501$1,912$320$(44)$3,689
By market:
Gas$330$1,912$229$(26)$2,445
Electric1,171—91(18)1,244
Revenues from contracts with customers$1,501$1,912$320$(44)$3,689
Revenues from contracts with customers$1,501$1,912$320$(44)$3,689
Utilities regulatory revenues(56)81——25
Other revenues——1042106
Total revenues$1,445$1,993$424$(42)$3,820
Three months ended March 31, 2021
By major service line:
Utilities$1,216$1,657$27$(27)$2,873
Energy-related businesses——269(1)268
Revenues from contracts with customers$1,216$1,657$296$(28)$3,141
By market:
Gas$273$1,657$212$(24)$2,118
Electric943—84(4)1,023
Revenues from contracts with customers$1,216$1,657$296$(28)$3,141
Revenues from contracts with customers$1,216$1,657$296$(28)$3,141
Utilities regulatory revenues121(149)——(28)
Other revenues——153(7)146
Total revenues$1,337$1,508$449$(35)$3,259

REVENUES FROM CONTRACTS WITH CUSTOMERS

Remaining Performance Obligations

For contracts greater than one year, at March 31, 2022, we expect to recognize revenue related to the fixed fee component of the consideration as shown below. Sempra’s remaining performance obligations primarily relate to capacity agreements for natural gas storage and transportation at Sempra Infrastructure and transmission line projects at SDG&E. SoCalGas did not have any remaining performance obligations at March 31, 2022.

REMAINING PERFORMANCE OBLIGATIONS**(1)**
(Dollars in millions)
SempraSDG&E
2022 (excluding first three months of 2022)$277$3
20233674
20243654
20253624
20263614
Thereafter4,28963
Total revenues to be recognized$6,021$82

(1) Excludes intercompany transactions.

Contract Liabilities from Revenues from Contracts with Customers

Activities within Sempra’s and SDG&E’s contract liabilities are presented below. There were no contract liabilities at SoCalGas in the three months ended March 31, 2022 or 2021.

CONTRACT LIABILITIES
(Dollars in millions)
20222021
Sempra:
Contract liabilities at January 1$(278)$(207)
Revenue from performance obligations satisfied during reporting period3925
Contract liabilities at March 31(1)$(239)$(182)
SDG&E:
Contract liabilities at January 1$(83)$(87)
Revenue from performance obligations satisfied during reporting period11
Contract liabilities at March 31(1)$(82)$(86)

(1) Balances at March 31, 2022, include $78 and $4 in Other Current Liabilities and $161 and $78 in Deferred Credits and Other on Sempra’s and SDG&E’s Condensed Consolidated Balance Sheets, respectively.

Receivables from Revenues from Contracts with Customers

The table below shows receivable balances associated with revenues from contracts with customers on the Condensed Consolidated Balance Sheets.

RECEIVABLES FROM REVENUES FROM CONTRACTS WITH CUSTOMERS
(Dollars in millions)
March 31, 2022December 31, 2021
Sempra:
Accounts receivable – trade, net$1,697$1,886
Accounts receivable – other, net1219
Due from unconsolidated affiliates – current(1)32
Other long-term assets(2)4270
Total$1,754$1,977
SDG&E:
Accounts receivable – trade, net$742$715
Accounts receivable – other, net119
Due from unconsolidated affiliates – current(1)32
Other long-term assets(2)2225
Total$778$751
SoCalGas:
Accounts receivable – trade, net$870$1,084
Accounts receivable – other, net110
Other long-term assets(2)2045
Total$891$1,139

(1) Amount is presented net of amounts due to unconsolidated affiliates on the Condensed Consolidated Balance Sheets, when right of offset exists.

(2) In connection with the COVID-19 pandemic and at the direction of the CPUC, SDG&E and SoCalGas enrolled residential and small business customers with past-due balances in long-term repayment plans.

NOTE 4. REGULATORY MATTERS

We discuss regulatory matters in Note 4 of the Notes to Consolidated Financial Statements in the Annual Report and provide updates to those discussions and information about new regulatory matters below. With the exception of regulatory balancing accounts, we generally do not earn a return on our regulatory assets until such time as a related cash expenditure has been made. Upon the occurrence of a cash expenditure associated with a regulatory asset, the related amounts are recoverable through a regulatory account mechanism for which we earn a return authorized by applicable regulators, which generally approximates the three-month commercial paper rate. The periods during which we recognize a regulatory asset while we do not earn a return vary by regulatory asset.

REGULATORY ASSETS (LIABILITIES)
(Dollars in millions)
March 31, 2022December 31, 2021
SDG&E:
Fixed-price contracts and other derivatives$(57)$(50)
Deferred income taxes recoverable in rates151125
Pension and other postretirement benefit plan obligations(1)(7)
Removal obligations(2,229)(2,251)
Environmental costs6162
Sunrise Powerlink fire mitigation123122
Regulatory balancing accounts(1)(2)
Commodity – electric12277
Gas transportation2949
Safety and reliability7367
Public purpose programs(126)(107)
Wildfire mitigation plan215178
Liability insurance premium108110
Other balancing accounts36207
Other regulatory assets, net(2)106119
Total SDG&E(1,389)(1,299)
SoCalGas:
Deferred income taxes recoverable in rates9544
Pension and other postretirement benefit plan obligations6451
Employee benefit costs3131
Removal obligations(612)(627)
Environmental costs3434
Regulatory balancing accounts(1)(2)
Commodity – gas, including transportation(87)(146)
Safety and reliability378339
Public purpose programs(234)(183)
Liability insurance premium1716
Other balancing accounts(109)42
Other regulatory assets, net(2)147142
Total SoCalGas(276)(257)
Sempra Infrastructure:
Deferred income taxes recoverable in rates7777
Total Sempra$(1,588)$(1,479)

(1) At March 31, 2022 and December 31, 2021, the noncurrent portion of regulatory balancing accounts – net undercollected for SDG&E was $426 and $358, respectively, and for SoCalGas was $532 and $410, respectively.

(2) Includes regulatory assets earning a return authorized by applicable regulators, which generally approximates the three-month commercial paper rate.

SEMPRA CALIFORNIA

CPUC Cost of Capital

A CPUC cost of capital proceeding determines a utility’s authorized capital structure and authorized return on rate base. The CCM applies in the interim years between required cost of capital applications and considers changes in the cost of capital based on changes in interest rates based on the applicable utility bond index published by Moody’s (the CCM benchmark rate) for each 12-month period ending September 30 (the measurement period). The CCM benchmark rate is the basis of comparison to determine if the CCM is triggered, which occurs if the change in the applicable Moody’s utility bond index relative to the CCM benchmark rate is larger than plus or minus 1.000% at the end of the measurement period. The index applicable to SDG&E and SoCalGas is based on each utility’s credit rating. Alternatively, each of SDG&E and SoCalGas is permitted to file a cost of capital application in an interim year in which an extraordinary or catastrophic event materially impacts its cost of capital and affects utilities differently than the market as a whole to have its cost of capital determined in lieu of the CCM.

Authorized Cost of Capital, Subject to the CCM

In December 2019, the CPUC approved the cost of capital (shown in the table below) for SDG&E and SoCalGas that became effective on January 1, 2020 and will remain in effect through December 31, 2022, subject to the CCM. SDG&E’s CCM benchmark rate is 4.498% based on Moody’s Baa- utility bond index, and SoCalGas’ CCM benchmark rate is 4.029% based on Moody’s A- utility bond index.

AUTHORIZED CPUC COST OF CAPITAL, SUBJECT TO THE CCM
SDG&ESoCalGas
Authorized weightingReturn on rate baseWeighted return on rate baseAuthorized weightingReturn on rate baseWeighted return on rate base
45.25%4.59%2.08%Long-Term Debt45.60%4.23%1.93%
2.756.220.17Preferred Equity2.406.000.14
52.0010.205.30Common Equity52.0010.055.23
100.00%7.55%100.00%7.30%

For the measurement period that ended September 30, 2021, the CCM would trigger for SDG&E, if the CPUC determines that the CCM should be implemented, because the average Moody’s Baa- utility bond index between October 1, 2020 and September 30, 2021 was 1.17% below SDG&E’s CCM benchmark rate of 4.498%. In August 2021, SDG&E filed an application with the CPUC to update its cost of capital effective January 1, 2022 through December 31, 2022 due to the ongoing effects of the COVID-19 pandemic rather than have the CCM apply. In December 2021, the CPUC established a proceeding to determine if SDG&E’s cost of capital was impacted by an extraordinary event such that the CCM should not apply. If the CPUC finds that there was not an extraordinary event, the CCM would be effective retroactive to January 1, 2022 and would automatically adjust SDG&E’s authorized ROE from 10.20% to 9.62% and adjust its authorized cost of debt to reflect the then current embedded cost and projected interest rate. If the CPUC finds that there was an extraordinary event, it will then determine whether to suspend the CCM for 2022 and preserve SDG&E’s current authorized cost of capital or hold a second phase of the proceeding to set a new cost of capital for 2022. SDG&E expects to receive a final decision in the second half of 2022. In December 2021, the CPUC granted SDG&E the establishment of memorandum accounts effective January 1, 2022 to track any differences in revenue requirement resulting from the interim cost of capital decision expected in 2022.

Proposed Cost of Capital

In April 2022, SDG&E and SoCalGas each filed applications with the CPUC to update their cost of capital (shown in the table below), which would become effective on January 1, 2023 and would remain in effect through December 31, 2025, subject to the CCM if it remains in place as proposed. SDG&E and SoCalGas expect to receive a final decision from the CPUC by the end of 2022.

PROPOSED CPUC COST OF CAPITAL
SDG&ESoCalGas
Authorized weightingReturn on rate baseWeighted return on rate baseAuthorized weightingReturn on rate baseWeighted return on rate base
46.00%3.87%1.78%Long-Term Debt45.60%3.89%1.77%
———Preferred Equity0.406.000.02
54.0010.555.70Common Equity54.0010.755.81
100.00%7.48%100.00%7.60%

SOCALGAS

OSCs – Energy Efficiency and Advocacy

In October 2019, the CPUC issued an OSC to determine whether SoCalGas should be sanctioned for violation of certain CPUC code sections and orders relating to energy efficiency (EE) codes and standards advocacy activities, undertaken by SoCalGas following a CPUC decision disallowing SoCalGas’ future engagement in advocacy around such EE codes and standards. In February 2022, the assigned Administrative Law Judge issued a Presiding Officer’s Decision (POD 1) that found that SoCalGas did undertake prohibited EE codes and standards advocacy activities using ratepayer funds. POD 1 imposes on SoCalGas a

financial penalty of $10 million; customer refunds for certain ratepayer expenditures and shareholder incentives that SoCalGas estimates will be negligible; and a prohibition from recovering from ratepayers costs of proposed codes and standards activities until SoCalGas demonstrates policies, practices and procedures that adhere to the CPUC’s intent for codes and standards advocacy. POD 1 became the final decision of the CPUC in March 2022.

In December 2019, the CPUC issued a second OSC to determine whether SoCalGas is entitled to the EE program’s shareholder incentives for codes and standards advocacy in 2016 and 2017 (later expanded to include 2014 and 2015), whether its shareholders should bear the costs of those advocacy activities, and to address whether any other remedies are appropriate. In April 2021, the assigned Administrative Law Judge issued a Presiding Officer’s Decision (POD 2) on this second OSC. POD 2 finds no violations and assesses no fines or penalties but finds that SoCalGas spent ratepayer funds on activities that were not aligned with the CPUC’s intent for EE codes and standards advocacy, and orders customer refunds that SoCalGas estimates will be negligible. Additionally, POD 2 precludes SoCalGas from seeking cost recovery associated with EE codes and standards advocacy programs until lifted by the CPUC, and orders certain nonfinancial remedies. POD 2 was appealed by intervenors and in February 2022, a CPUC commissioner issued an alternative decision finding that there were violations of certain legal principles and imposing a financial penalty of $150,000. The alternative decision was adopted by the CPUC as the final decision in April 2022.

NOTE 5. ACQUISITIONS AND DIVESTITURES

ACQUISITION

Sempra Infrastructure

ESJ

In March 2021, Sempra Infrastructure completed the acquisition of Saavi Energía’s 50% equity interest in ESJ for a purchase price of $65 million (net of $14 million of acquired cash and cash equivalents) plus the assumption of $277 million in debt (including $94 million owed from ESJ to Sempra Infrastructure that eliminates upon consolidation). Sempra Infrastructure previously accounted for its 50% interest in ESJ as an equity method investment. This acquisition increased Sempra Infrastructure’s ownership interest in ESJ from 50% to 100%. We accounted for this asset acquisition using a cost accumulation model whereby the cost of the acquisition and carrying value of our previously held interest in ESJ ($34 million) were allocated to assets acquired ($458 million) and liabilities assumed ($345 million) based on their relative fair values. ESJ owns a fully operating wind power generation facility with a nameplate capacity of 155 MW that is fully contracted by SDG&E under a long-term PPA. Sempra Infrastructure recorded a $190 million intangible asset for the relative fair value of the PPA that will be amortized over a period of 14 years against revenues. On January 15, 2022, ESJ completed construction and began commercial operation of a second wind power generation facility with a nameplate capacity of 108 MW that is also fully contracted by SDG&E under a long-term PPA.

NOTE 6. INVESTMENTS IN UNCONSOLIDATED ENTITIES

We generally account for investments under the equity method when we have significant influence over, but do not have control of, these entities. Equity earnings and losses, both before and net of income tax, are combined and presented as Equity Earnings on the Condensed Consolidated Statements of Operations. See Note 12 for information on equity earnings and losses, both before and net of income tax, by segment. See Note 1 for information on how equity earnings and losses before income taxes are factored into the calculations of our pretax income or loss and ETR.

We provide additional information concerning our equity method investments in Notes 5 and 6 of the Notes to Consolidated Financial Statements in the Annual Report.

SEMPRA TEXAS UTILITIES

Oncor Holdings

We account for our 100% ownership interest in Oncor Holdings, which owns an 80.25% interest in Oncor, as an equity method investment. Due to the ring-fencing measures, governance mechanisms and commitments in effect, we do not have the power to direct the significant activities of Oncor Holdings and Oncor. See Note 6 of the Notes to Consolidated Financial Statements in the Annual Report for additional information related to the restrictions on our ability to direct the significant activities of Oncor Holdings and Oncor.

In the three months ended March 31, 2022 and 2021, Sempra contributed $85 million and $50 million, respectively, to Oncor Holdings, and Oncor Holdings distributed $85 million and $77 million, respectively, to Sempra.

We provide summarized income statement information for Oncor Holdings in the following table.

SUMMARIZED FINANCIAL INFORMATION – ONCOR HOLDINGS
(Dollars in millions)
Three months ended March 31,
20222021
Operating revenues$1,249$1,139
Operating expenses(897)(829)
Income from operations352310
Interest expense(108)(102)
Income tax expense(42)(36)
Net income191165
Noncontrolling interest held by Texas Transmission Investment LLC(38)(33)
Earnings attributable to Sempra(1)153132

(1) Excludes adjustments to equity earnings related to amortization of a tax sharing liability associated with a tax sharing arrangement and changes in basis differences in AOCI within the carrying value of our equity method investment.

SEMPRA INFRASTRUCTURE

Cameron LNG JV

In the three months ended March 31, 2022 and 2021, Cameron LNG JV distributed to Sempra Infrastructure $119 million and $131 million, respectively.

Sempra Promissory Note for SDSRA Distribution

Cameron LNG JV’s debt agreements require Cameron LNG JV to maintain the SDSRA, which is an additional reserve account beyond the Senior Debt Service Accrual Account, where funds accumulate from operations to satisfy senior debt obligations due and payable on the next payment date. Both accounts can be funded with cash or authorized investments. In June 2021, Sempra Infrastructure received a distribution of $165 million based on its proportionate share of the SDSRA, for which Sempra provided a promissory note and letters of credit to secure a proportionate share of Cameron LNG JV’s obligation to fund the SDSRA. Sempra’s maximum exposure to loss is replenishment of the amount withdrawn by Sempra Infrastructure from the SDSRA, or $165 million. We recorded a guarantee liability of $22 million in June 2021, with an associated carrying value of $21 million at March 31, 2022, for the fair value of the promissory note, which is being reduced over the duration of the guarantee through Sempra Infrastructure’s investment in Cameron LNG JV. The guarantee will terminate upon full repayment of Cameron LNG JV’s debt, scheduled to occur in 2039, or replenishment of the amount withdrawn by Sempra Infrastructure from the SDSRA.

Sempra Support Agreement for CFIN

In July 2020, CFIN entered into a financing arrangement with Cameron LNG JV’s four project owners and received aggregate proceeds of $1.5 billion from two project owners and from external lenders on behalf of the other two project owners (collectively, the affiliate loans), based on their proportionate ownership interest in Cameron LNG JV. CFIN used the proceeds from the affiliate loans to provide a loan to Cameron LNG JV. The affiliate loans mature in 2039. Principal and interest will be paid from Cameron LNG JV’s project cash flows from its three-train natural gas liquefaction facility. Cameron LNG JV used the proceeds from its loan to return equity to its project owners. Sempra used its $753 million share of the proceeds for working capital and other general corporate purposes, including the repayment of indebtedness.

Sempra Infrastructure’s $753 million proportionate share of the affiliate loans, based on its 50.2% ownership interest in Cameron LNG JV, was funded by external lenders comprised of a syndicate of eight banks (the bank debt) to whom Sempra has provided a guarantee pursuant to a Support Agreement, as amended on June 29, 2021, under which:

▪Sempra has severally guaranteed repayment of the bank debt plus accrued and unpaid interest if CFIN fails to pay the external lenders;

▪the external lenders may exercise an option to put the bank debt to Sempra Infrastructure upon the occurrence of certain events, including a failure by CFIN to meet its payment obligations under the bank debt;

▪the external lenders will put some or all of the bank debt to Sempra Infrastructure on the fifth, tenth, or fifteenth anniversary date of the affiliate loans, except the portion of the debt owed to any external lender that has elected not to participate in the put option six months prior to the respective anniversary date;

▪Sempra Infrastructure also has a right to call the bank debt back from, or to refinance the bank debt with, the external lenders at any time; and

▪the Support Agreement will terminate upon full repayment of the bank debt, including repayment following an event in which the bank debt is put to Sempra Infrastructure.

In exchange for this guarantee, the external lenders will pay a guarantee fee that is based on the credit rating of Sempra’s long-term senior unsecured non-credit enhanced debt rating, which guarantee fee Sempra Infrastructure will recognize as interest income as earned. Sempra’s maximum exposure to loss is the bank debt plus any accrued and unpaid interest and related fees, subject to a liability cap of 130% of the bank debt, or $979 million. We measure the Support Agreement at fair value, net of related guarantee fees, on a recurring basis (see Note 9). At March 31, 2022, the fair value of the Support Agreement was $12 million, of which $7 million is included in Other Current Assets and $5 million is included in Other Long-Term Assets on Sempra’s Condensed Consolidated Balance Sheet.

ESJ

As we discuss in Note 5, in March 2021, Sempra Infrastructure completed the acquisition of the remaining 50% equity interest in ESJ and ESJ became a wholly owned, consolidated subsidiary. Prior to the acquisition date, Sempra Infrastructure owned 50% of ESJ and accounted for its interest as an equity method investment. In the three months ended March 31, 2021, ESJ distributed a $4 million return of investment to IEnova.

NOTE 7. DEBT AND CREDIT FACILITIES

The principal terms of our debt arrangements are described below and in Note 7 of the Notes to Consolidated Financial Statements in the Annual Report.

SHORT-TERM DEBT

Committed Lines of Credit

At March 31, 2022, Sempra had an aggregate capacity of $9.5 billion under seven primary committed lines of credit, which provide liquidity and support commercial paper programs. Because our commercial paper programs are supported by some of these lines of credit, we reflect the amount of commercial paper outstanding, before reductions of any unamortized discounts, and any letters of credit outstanding as a reduction to the available unused credit capacity.

COMMITTED LINES OF CREDIT
(Dollars in millions)
March 31, 2022
BorrowerExpiration date of facilityTotal facilityCommercial paper outstandingAmounts outstandingAvailable unused credit
SempraMay 2024$3,185$(1,504)$—$1,681
SempraMay 20241,250——1,250
SDG&EMay 20241,500——1,500
SoCalGasMay 2024750——750
SI PartnersNovember 20241,000——1,000
IEnovaSeptember 2023350—(265)85
IEnovaFebruary 20241,500——1,500
Total$9,535$(1,504)$(265)$7,766

Sempra, SDG&E and SoCalGas each must maintain a ratio of indebtedness to total capitalization (as defined in each of the applicable credit facilities) of no more than 65% at the end of each quarter. At March 31, 2022, each entity was in compliance with this ratio under its respective credit facility.

SI Partners must maintain a ratio of consolidated adjusted net indebtedness to consolidated earnings before interest, taxes, depreciation and amortization (as defined in its credit facility) of no more than 5.25 to 1.00 as of the end of each quarter. At March 31, 2022, SI Partners was in compliance with this ratio.

Uncommitted Lines of Credit

In addition to our committed lines of credit, Sempra Infrastructure’s foreign operations in Mexico have uncommitted lines of credit with an aggregate capacity of $570 million at March 31, 2022, which are generally used for working capital requirements. We reflect amounts outstanding under these uncommitted lines of credit before reductions of any unamortized discounts.

FOREIGN UNCOMMITTED LINES OF CREDIT
(Dollars and U.S. dollar equivalent in millions)
March 31, 2022
BorrowerExpiration date of facilityBorrowing denominationTotal facilityAmounts outstandingAvailable unused credit
IEnovaSeptember 2022U.S. dollars$250$(250)$—
ECA LNG Phase 1(1)August 2023U.S. dollars or Mexican pesos200(64)136
IEnova(2)October 2023U.S. dollars100(100)—
IEnovaOctober 2023U.S. dollars or Mexican pesos20—20
Total$570$(414)$156

(1) In March 2022, the facility was amended to increase the borrowing capacity from $100 to $200.

(2) Advances are due in full within 180 days of the disbursement date, which may be extended in increments of 180 days provided that no advance may have a maturity date that falls more than three years after the date of disbursement.

Uncommitted Letters of Credit

Outside of our domestic and foreign credit facilities, we have bilateral unsecured standby letter of credit capacity with select lenders that is uncommitted and supported by reimbursement agreements. At March 31, 2022, we had approximately $682 million in standby letters of credit outstanding under these agreements.

UNCOMMITTED LETTERS OF CREDIT
(Dollars in millions)
March 31, 2022
Expiration date rangeUncommitted letters of credit outstanding
SDG&EMay 2022 to January 2023$15
SoCalGasJune 2022 to March 202315
Sempra InfrastructureApril 2022 to October 2043473
Parent and otherApril 2022 to March 2023179
Total$682

Weighted-Average Interest Rates

The weighted-average interest rates on all short-term debt were as follows:

WEIGHTED-AVERAGE INTEREST RATES
March 31, 2022December 31, 2021
Sempra1.14%0.60%
SDG&E—0.65
SoCalGas—0.21

LONG-TERM DEBT

Sempra

In March 2022, we issued $750 million aggregate principal amount of 3.30% senior unsecured notes due in full upon maturity on April 1, 2025 and received proceeds of $745 million (net of debt discount, underwriting discounts and debt issuance costs of $5 million), and $500 million of 3.70% senior unsecured notes due in full upon maturity on April 1, 2029 and received proceeds of $494 million (net of debt discount, underwriting discounts and debt issuance costs of $6 million). Each series of the notes is redeemable prior to maturity, subject to their terms, and in certain circumstances subject to make-whole provisions. We used a portion of the net proceeds for general corporate purposes and intend to use the remaining net proceeds for repayment of commercial paper and other indebtedness.

SDG&E

In February 2022, SDG&E entered into a $400 million, two-year term loan with a maturity date of February 18, 2024. SDG&E may request up to three borrowings for an aggregate amount of $400 million through May 18, 2022. SDG&E borrowed $200 million in the three months ended March 31, 2022. The borrowings bear interest at benchmark rates plus 62.5 bps and are due in full upon maturity. The margin is based on SDG&E’s long-term senior unsecured credit rating. SDG&E used the net proceeds for repayment of commercial paper.

In March 2022, SDG&E issued $500 million aggregate principal amount of 3.00% first mortgage bonds due in full upon maturity on March 15, 2032 and received proceeds of $494 million (net of debt discount, underwriting discounts and debt issuance costs of $6 million), and $500 million aggregate principal amount of 3.70% first mortgage bonds due in full upon maturity on March 15, 2052 and received proceeds of $492 million (net of debt discount, underwriting discounts and debt issuance costs of $8 million). Each of the first mortgage bonds are redeemable prior to maturity, subject to their terms, and in certain circumstances subject to make-whole provisions. SDG&E used a portion of the net proceeds for repayment of commercial paper and its 364-day term loan and intends to use the remaining proceeds for capital expenditures and other general corporate purposes.

SoCalGas

In March 2022, SoCalGas issued $700 million aggregate principal amount of 2.95% senior unsecured notes due in full upon maturity on April 15, 2027 and received proceeds of $691 million (net of debt discount, underwriting discounts and debt issuance costs of $9 million). The notes are redeemable prior to maturity, subject to their terms, and in certain circumstances subject to make-whole provisions. SoCalGas used a portion of the net proceeds for repayment of commercial paper and intends to use the remaining proceeds for general corporate purposes, which may include payment of a portion of the costs relating to civil litigation pertaining to the Leak.

Sempra Infrastructure

SI Partners. In January 2022, SI Partners completed a private offering of $400 million in aggregate principal of 3.25% senior notes due in full upon maturity on January 15, 2032 to “qualified institutional buyers” as defined in Rule 144A under the Securities Act of 1933, as amended (the Securities Act), and non-U.S. persons outside the U.S. under Regulation S under the Securities Act. The notes were issued at 98.903% of the principal amount and require semi-annual interest payments in January and July, commencing July 15, 2022. The notes are senior unsecured obligations that rank equally with all of SI Partners’ existing and future outstanding unsecured senior indebtedness and are redeemable prior to maturity, subject to their terms, and in certain circumstances subject to make-whole provisions. Sempra Infrastructure received proceeds of $390 million (net of debt discount, underwriting discounts and debt issuance costs of $10 million). Sempra Infrastructure used the net proceeds for general corporate purposes, including the repayment of certain indebtedness of its subsidiaries.

ECA LNG Phase 1. In December 2020, ECA LNG Phase 1 entered into a five-year loan agreement with a syndicate of nine banks for an aggregate principal amount of up to $1.6 billion. Sempra and TotalEnergies SE have provided guarantees for repayment of the loans plus accrued and unpaid interest based on their proportionate ownership interest in ECA LNG Phase 1 of 83.4% and 16.6%, respectively. At March 31, 2022 and December 31, 2021, $392 million and $341 million, respectively, was outstanding under the loan agreement, with a weighted-average interest rate of 3.71% and 2.93%, respectively.

NOTE 8. DERIVATIVE FINANCIAL INSTRUMENTS

We use derivative instruments primarily to manage exposures arising in the normal course of business. Our principal exposures are commodity market risk, benchmark interest rate risk and foreign exchange rate exposures. Our use of derivatives for these risks is integrated into the economic management of our anticipated revenues, anticipated expenses, assets and liabilities. Derivatives may be effective in mitigating these risks (1) that could lead to declines in anticipated revenues or increases in anticipated expenses, or (2) that could cause our asset values to fall or our liabilities to increase. Accordingly, our derivative activity summarized below generally represents an impact that is intended to offset associated revenues, expenses, assets or liabilities that are not included in the tables below.

In certain cases, we apply the normal purchase or sale exception to derivative instruments and have other commodity contracts that are not derivatives. These contracts are not recorded at fair value and are therefore excluded from the disclosures below.

In all other cases, we record derivatives at fair value on the Condensed Consolidated Balance Sheets. We may have derivatives that are (1) cash flow hedges, (2) fair value hedges, or (3) undesignated. Depending on the applicability of hedge accounting and, for SDG&E and SoCalGas and other operations subject to regulatory accounting, the requirement to pass impacts through to customers, the impact of derivative instruments may be offset in OCI (cash flow hedges), on the balance sheet (regulatory offsets), or recognized in earnings (fair value hedges and undesignated derivatives not subject to rate recovery). We classify cash flows from the principal settlements of cross-currency swaps that hedge exposure related to Mexican peso-denominated debt and hedge termination costs on interest rate swaps as financing activities and settlements of other derivative instruments as operating activities on the Condensed Consolidated Statements of Cash Flows.

HEDGE ACCOUNTING

We may designate a derivative as a cash flow hedging instrument if it effectively converts anticipated cash flows associated with revenues or expenses to a fixed dollar amount. We may utilize cash flow hedge accounting for derivative commodity instruments, foreign currency instruments and interest rate instruments. Designating cash flow hedges is dependent on the business context in which the instrument is being used, the effectiveness of the instrument in offsetting the risk that the future cash flows of a given revenue or expense item may vary, and other criteria.

ENERGY DERIVATIVES

Our market risk is primarily related to natural gas and electricity price volatility and the specific physical locations where we transact. We use energy derivatives to manage these risks. The use of energy derivatives in our various businesses depends on the particular energy market, and the operating and regulatory environments applicable to the business, as follows:

▪SDG&E and SoCalGas use natural gas and electricity derivatives, for the benefit of customers, with the objective of managing price risk and basis risks, and stabilizing and lowering natural gas and electricity costs. These derivatives include fixed-price natural gas and electricity positions, options, and basis risk instruments, which are either exchange-traded or over-the-counter financial instruments, or bilateral physical transactions. This activity is governed by risk management and transacting activity plans that have been filed with and approved by the CPUC. Natural gas and electricity derivative activities are recorded as commodity costs that are offset by regulatory account balances and are recovered in rates. Net commodity cost impacts on the Condensed Consolidated Statements of Operations are reflected in Cost of Electric Fuel and Purchased Power or in Cost of Natural Gas.

▪SDG&E is allocated and may purchase CRRs, which serve to reduce the regional electricity price volatility risk that may result from local transmission capacity constraints. Unrealized gains and losses do not impact earnings, as they are offset by regulatory account balances. Realized gains and losses associated with CRRs, which are recoverable in rates, are recorded in Cost of Electric Fuel and Purchased Power on the Condensed Consolidated Statements of Operations.

▪Sempra Infrastructure may use natural gas and electricity derivatives, as appropriate, in an effort to optimize the earnings of their assets which support the following businesses: LNG, natural gas transportation and storage, and power generation. Gains and losses associated with undesignated derivatives are recognized in Energy-Related Businesses Revenues on the Condensed Consolidated Statements of Operations. Certain of these derivatives may also be designated as cash flow hedges.

▪From time to time, our various businesses, including SDG&E and SoCalGas, may use other energy derivatives to hedge exposures such as greenhouse gas allowances.

The following table summarizes net energy derivative volumes.

NET ENERGY DERIVATIVE VOLUMES
(Quantities in millions)
CommodityUnit of measureMarch 31, 2022December 31, 2021
Sempra:
Natural gasMMBtu162184
ElectricityMWh11
Congestion revenue rightsMWh4345
SDG&E:
Natural gasMMBtu57
ElectricityMWh11
Congestion revenue rightsMWh4345
SoCalGas:
Natural gasMMBtu143201

INTEREST RATE DERIVATIVES

We are exposed to interest rates primarily as a result of our current and expected use of financing. SDG&E and SoCalGas, as well as Sempra and its other subsidiaries and JVs, periodically enter into interest rate derivative agreements intended to moderate our exposure to interest rates and to lower our overall costs of borrowing. In addition, we may utilize interest rate swaps, typically designated as cash flow hedges, to lock in interest rates on outstanding debt or in anticipation of future financings.

The following table presents the net notional amounts of our interest rate derivatives, excluding those in our equity method investments.

INTEREST RATE DERIVATIVES
(Dollars in millions)
March 31, 2022December 31, 2021
Notional debtMaturitiesNotional debtMaturities
Sempra:
Cash flow hedges$4512022-2034$4622022-2034

FOREIGN CURRENCY DERIVATIVES

We utilize cross-currency swaps to hedge exposure related to Mexican peso-denominated debt at our Mexican subsidiaries and JVs. These cash flow hedges exchange our Mexican peso-denominated principal and interest payments into the U.S. dollar and swap Mexican fixed interest rates for U.S. fixed interest rates. From time to time, Sempra Infrastructure and its JVs may use other foreign currency derivatives to hedge exposures related to cash flows associated with revenues from contracts denominated in Mexican pesos that are indexed to the U.S. dollar.

We are also exposed to exchange rate movements at our Mexican subsidiaries and JVs, which have U.S. dollar-denominated cash balances, receivables, payables and debt (monetary assets and liabilities) that give rise to Mexican currency exchange rate movements for Mexican income tax purposes. They also have deferred income tax assets and liabilities denominated in the Mexican peso, which must be translated to U.S. dollars for financial reporting purposes. In addition, monetary assets and liabilities and certain nonmonetary assets and liabilities are adjusted for Mexican inflation for Mexican income tax purposes. We may utilize foreign currency derivatives as a means to manage the risk of exposure to significant fluctuations in our income tax expense and equity earnings from these impacts; however, we generally do not hedge our deferred income tax assets and liabilities or for inflation.

The following table presents the net notional amounts of our foreign currency derivatives, excluding those in our equity method investments.

FOREIGN CURRENCY DERIVATIVES
(Dollars in millions)
March 31, 2022December 31, 2021
Notional amountMaturitiesNotional amountMaturities
Sempra:
Cross-currency swaps$3062022-2023$3062022-2023
Other foreign currency derivatives872022-20231062022-2023

FINANCIAL STATEMENT PRESENTATION

The Condensed Consolidated Balance Sheets reflect the offsetting of net derivative positions and cash collateral with the same counterparty when a legal right of offset exists. The following tables provide the fair values of derivative instruments on the Condensed Consolidated Balance Sheets, including the amount of cash collateral receivables that were not offset because the cash collateral was in excess of liability positions.

DERIVATIVE INSTRUMENTS ON THE CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in millions)
March 31, 2022
Other current assetsOther long-term assetsOther current liabilitiesDeferred credits and other
Sempra:
Derivatives designated as hedging instruments:
Interest rate instruments$—$21$(1)$—
Foreign exchange instruments——(2)—
Interest rate and foreign exchange instruments——(121)—
Derivatives not designated as hedging instruments:
Commodity contracts not subject to rate recovery17438(186)(42)
Associated offsetting commodity contracts(169)(36)16936
Commodity contracts subject to rate recovery3945(19)—
Associated offsetting commodity contracts(8)—8—
Net amounts presented on the balance sheet3668(152)(6)
Additional cash collateral for commodity contracts not subject to rate recovery41———
Additional cash collateral for commodity contracts subject to rate recovery37———
Total(1)$114$68$(152)$(6)
SDG&E:
Derivatives not designated as hedging instruments:
Commodity contracts subject to rate recovery$39$45$(11)$—
Associated offsetting commodity contracts(8)—8—
Net amounts presented on the balance sheet3145(3)—
Additional cash collateral for commodity contracts subject to rate recovery35———
Total(1)$66$45$(3)$—
SoCalGas:
Derivatives not designated as hedging instruments:
Commodity contracts subject to rate recovery$—$—$(8)$—
Net amounts presented on the balance sheet——(8)—
Additional cash collateral for commodity contracts subject to rate recovery2———
Total$2$—$(8)$—

(1) Normal purchase contracts previously measured at fair value are excluded.

DERIVATIVE INSTRUMENTS ON THE CONDENSED CONSOLIDATED BALANCE SHEETS (CONTINUED)
(Dollars in millions)
December 31, 2021
Other current assetsOther long-term assetsOther current liabilitiesDeferred credits and other
Sempra:
Derivatives designated as hedging instruments:
Interest rate instruments$—$6$(6)$(2)
Foreign exchange instruments11(1)—
Interest rate and foreign exchange instruments——(1)(130)
Derivatives not designated as hedging instruments:
Commodity contracts not subject to rate recovery13611(122)(10)
Associated offsetting commodity contracts(93)(8)938
Commodity contracts subject to rate recovery3852(58)—
Associated offsetting commodity contracts(8)—8—
Net amounts presented on the balance sheet7462(87)(134)
Additional cash collateral for commodity contracts not subject to rate recovery58———
Additional cash collateral for commodity contracts subject to rate recovery46———
Total(1)$178$62$(87)$(134)
SDG&E:
Derivatives not designated as hedging instruments:
Commodity contracts subject to rate recovery$34$52$(20)$—
Associated offsetting commodity contracts(5)—5—
Net amounts presented on the balance sheet2952(15)—
Additional cash collateral for commodity contracts subject to rate recovery28———
Total(1)$57$52$(15)$—
SoCalGas:
Derivatives not designated as hedging instruments:
Commodity contracts subject to rate recovery$4$—$(38)$—
Associated offsetting commodity contracts(3)—3—
Net amounts presented on the balance sheet1—(35)—
Additional cash collateral for commodity contracts subject to rate recovery18———
Total$19$—$(35)$—

(1) Normal purchase contracts previously measured at fair value are excluded.

The following table includes the effects of derivative instruments designated as cash flow hedges on the Condensed Consolidated Statements of Operations and in OCI and AOCI.

CASH FLOW HEDGE IMPACTS
(Dollars in millions)
Pretax gain (loss) recognized in OCIPretax gain (loss) reclassified from AOCI into earnings
Three months ended March 31,Three months ended March 31,
20222021Location20222021
Sempra:
Interest rate instruments$22$26Interest Expense$1$(2)
Interest rate instruments9483Equity Earnings(1)(14)(19)
Foreign exchange instruments(3)3Revenues: Energy- Related Businesses1(1)
Foreign exchange instruments(2)3Equity Earnings(1)1(1)
Interest rate and foreign exchange instruments9(6)Other Income, Net6(6)
Total$120$109$(5)$(29)

(1) Equity earnings at our foreign equity method investees are recognized after tax.

For Sempra, we expect that net losses of $22 million, which are net of income tax benefit, that are currently recorded in AOCI (including net gains of $6 million in NCI) related to cash flow hedges will be reclassified into earnings during the next 12 months as the hedged items affect earnings. SoCalGas expects that $1 million of losses, net of income tax benefit, that are currently recorded in AOCI related to cash flow hedges will be reclassified into earnings during the next 12 months as the hedged items affect earnings. Actual amounts ultimately reclassified into earnings depend on the interest rates in effect when derivative contracts mature.

For all forecasted transactions, the maximum remaining term over which we are hedging exposure to the variability of cash flows at March 31, 2022 is approximately 13 years for Sempra. The maximum remaining term for which we are hedging exposure to the variability of cash flows at our equity method investees is 18 years.

The following table summarizes the effects of derivative instruments not designated as hedging instruments on the Condensed Consolidated Statements of Operations.

UNDESIGNATED DERIVATIVE IMPACTS
(Dollars in millions)
Pretax (loss) gain on derivatives recognized in earnings
Three months ended March 31,
Location20222021
Sempra:
Commodity contracts not subject to rate recoveryRevenues: Energy-Related Businesses$(77)$(48)
Commodity contracts subject to rate recoveryCost of Natural Gas—2
Commodity contracts subject to rate recoveryCost of Electric Fuel and Purchased Power182
Foreign exchange instrumentsOther Income, Net—(24)
Total$(59)$(68)
SDG&E:
Commodity contracts subject to rate recoveryCost of Electric Fuel and Purchased Power$18$2
SoCalGas:
Commodity contracts subject to rate recoveryCost of Natural Gas$—$2

CONTINGENT FEATURES

For Sempra, SDG&E and SoCalGas, certain of our derivative instruments contain credit limits which vary depending on our credit ratings. Generally, these provisions, if applicable, may reduce our credit limit if a specified credit rating agency reduces our ratings. In certain cases, if our credit ratings were to fall below investment grade, the counterparty to these derivative liability instruments could request immediate payment or demand immediate and ongoing full collateralization.

For Sempra, the total fair value of this group of derivative instruments in a liability position at March 31, 2022 and December 31, 2021 was $11 million and $88 million, respectively. For SoCalGas, the total fair value of this group of derivative instruments in a liability position at March 31, 2022 and December 31, 2021 was $8 million and $36 million, respectively. SDG&E did not have this group of derivative instruments in a liability position at March 31, 2022 or December 31, 2021. At March 31, 2022, if the credit ratings of Sempra or SoCalGas were reduced below investment grade, $11 million and $8 million, respectively, of additional assets could be required to be posted as collateral for these derivative contracts.

For Sempra, SDG&E and SoCalGas, some of our derivative contracts contain a provision that would permit the counterparty, in certain circumstances, to request adequate assurance of our performance under the contracts. Such additional assurance, if needed, is not material and is not included in the amounts above.

NOTE 9. FAIR VALUE MEASUREMENTS

We discuss the valuation techniques and inputs we use to measure fair value and the definition of the three levels of the fair value hierarchy in Note 1 of the Notes to Consolidated Financial Statements in the Annual Report.

RECURRING FAIR VALUE MEASURES

The three tables below, by level within the fair value hierarchy, set forth our financial assets and liabilities that were accounted for at fair value on a recurring basis at March 31, 2022 and December 31, 2021. We classify financial assets and liabilities in their entirety based on the lowest level of input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement requires judgment, and may affect the valuation of fair-valued assets and liabilities, and their placement within the fair value hierarchy. We have not changed the valuation techniques or types of inputs we use to measure recurring fair value since December 31, 2021.

The fair value of commodity derivative assets and liabilities is presented in accordance with our netting policy, as we discuss in Note 8 under “Financial Statement Presentation.”

The determination of fair values, shown in the tables below, incorporates various factors, including but not limited to, the credit standing of the counterparties involved and the impact of credit enhancements (such as cash deposits, letters of credit and priority interests).

Our financial assets and liabilities that were accounted for at fair value on a recurring basis in the tables below include the following:

▪Nuclear decommissioning trusts reflect the assets of SDG&E’s NDT, excluding accounts receivable and accounts payable. A third-party trustee values the trust assets using prices from a pricing service based on a market approach. We validate these prices by comparison to prices from other independent data sources. Securities are valued using quoted prices listed on nationally recognized securities exchanges or based on closing prices reported in the active market in which the identical security is traded (Level 1). Other securities are valued based on yields that are currently available for comparable securities of issuers with similar credit ratings (Level 2).

▪For commodity contracts, interest rate derivatives and foreign exchange instruments, we primarily use a market or income approach with market participant assumptions to value these derivatives. Market participant assumptions include those about risk, and the risk inherent in the inputs to the valuation techniques. These inputs can be readily observable, market corroborated, or generally unobservable. We have exchange-traded derivatives that are valued based on quoted prices in active markets for the identical instruments (Level 1). We also may have other commodity derivatives that are valued using industry standard models that consider quoted forward prices for commodities, time value, current market and contractual prices for the underlying instruments, volatility factors, and other relevant economic measures (Level 2). Level 3 recurring items relate to CRRs and long-term, fixed-price electricity positions at SDG&E, as we discuss below in “Level 3 Information – SDG&E.”

▪Rabbi Trust investments include short-term investments that consist of money market and mutual funds that we value using a market approach based on closing prices reported in the active market in which the identical security is traded (Level 1).

▪As we discuss in Note 6, in July 2020, Sempra entered into a Support Agreement for the benefit of CFIN. We measure the Support Agreement, which includes a guarantee obligation, a put option and a call option, net of related guarantee fees, at fair value on a recurring basis. We use a discounted cash flow model to value the Support Agreement, net of related guarantee fees. Because some of the inputs that are significant to the valuation are less observable, the Support Agreement is classified as Level 3, as we describe below in “Level 3 Information – Sempra Infrastructure.”

RECURRING FAIR VALUE MEASURES – SEMPRA
(Dollars in millions)
Fair value at March 31, 2022
Level 1Level 2Level 3Total
Assets:
Nuclear decommissioning trusts:
Short-term investments, primarily cash equivalents$12$(9)$—$3
Equity securities3245—329
Debt securities:
Debt securities issued by the U.S. Treasury and other U.S. government corporations and agencies3912—51
Municipal bonds—304—304
Other securities—254—254
Total debt securities39570—609
Total nuclear decommissioning trusts(1)375566—941
Short-term investments held in Rabbi Trust47——47
Interest rate instruments—21—21
Commodity contracts not subject to rate recovery—7—7
Effect of netting and allocation of collateral(2)41——41
Commodity contracts subject to rate recovery15—6176
Effect of netting and allocation of collateral(2)31—637
Support Agreement, net of related guarantee fees——1212
Total$509$594$79$1,182
Liabilities:
Interest rate instruments$—$1$—$1
Foreign exchange instruments—2—2
Interest rate and foreign exchange instruments—121—121
Commodity contracts not subject to rate recovery—23—23
Commodity contracts subject to rate recovery—8311
Total$—$155$3$158

(1) Excludes receivables (payables), net.

(2) Includes the effect of the contractual ability to settle contracts under master netting agreements and with cash collateral, as well as cash collateral not offset.

RECURRING FAIR VALUE MEASURES – SEMPRA (CONTINUED)
(Dollars in millions)
Fair value at December 31, 2021
Level 1Level 2Level 3Total
Assets:
Nuclear decommissioning trusts:
Short-term investments, primarily cash equivalents$13$(10)$—$3
Equity securities3586—364
Debt securities:
Debt securities issued by the U.S. Treasury and other U.S. government corporations and agencies488—56
Municipal bonds—321—321
Other securities—260—260
Total debt securities48589—637
Total nuclear decommissioning trusts(1)419585—1,004
Short-term investments held in Rabbi Trust81——81
Interest rate instruments—6—6
Foreign exchange instruments—2—2
Commodity contracts not subject to rate recovery—46—46
Effect of netting and allocation of collateral(2)58——58
Commodity contracts subject to rate recovery1216982
Effect of netting and allocation of collateral(2)319646
Support Agreement, net of related guarantee fees——77
Total$601$649$82$1,332
Liabilities:
Interest rate instruments$—$8$—$8
Foreign exchange instruments—1—1
Interest rate and foreign exchange instruments—131—131
Commodity contracts not subject to rate recovery—31—31
Commodity contracts subject to rate recovery—351550
Total$—$206$15$221

(1) Excludes receivables (payables), net.

(2) Includes the effect of the contractual ability to settle contracts under master netting agreements and with cash collateral, as well as cash collateral not offset.

RECURRING FAIR VALUE MEASURES – SDG&E
(Dollars in millions)
Fair value at March 31, 2022
Level 1Level 2Level 3Total
Assets:
Nuclear decommissioning trusts:
Short-term investments, primarily cash equivalents$12$(9)$—$3
Equity securities3245—329
Debt securities:
Debt securities issued by the U.S. Treasury and other U.S. government corporations and agencies3912—51
Municipal bonds—304—304
Other securities—254—254
Total debt securities39570—609
Total nuclear decommissioning trusts(1)375566—941
Commodity contracts subject to rate recovery15—6176
Effect of netting and allocation of collateral(2)29—635
Total$419$566$67$1,052
Liabilities:
Commodity contracts subject to rate recovery$—$—$3$3
Total$—$—$3$3
Fair value at December 31, 2021
Level 1Level 2Level 3Total
Assets:
Nuclear decommissioning trusts:
Short-term investments, primarily cash equivalents$13$(10)$—$3
Equity securities3586—364
Debt securities:
Debt securities issued by the U.S. Treasury and other U.S. government corporations and agencies488—56
Municipal bonds—321—321
Other securities—260—260
Total debt securities48589—637
Total nuclear decommissioning trusts(1)419585—1,004
Commodity contracts subject to rate recovery12—6981
Effect of netting and allocation of collateral(2)22—628
Total$453$585$75$1,113
Liabilities:
Commodity contracts subject to rate recovery$—$—$15$15
Total$—$—$15$15

(1) Excludes receivables (payables), net.

(2) Includes the effect of the contractual ability to settle contracts under master netting agreements and with cash collateral, as well as cash collateral not offset.

RECURRING FAIR VALUE MEASURES – SOCALGAS
(Dollars in millions)
Fair value at March 31, 2022
Level 1Level 2Level 3Total
Assets:
Effect of netting and allocation of collateral(1)$2$—$—$2
Total$2$—$—$2
Liabilities:
Commodity contracts subject to rate recovery$—$8$—$8
Total$—$8$—$8
Fair value at December 31, 2021
Level 1Level 2Level 3Total
Assets:
Commodity contracts subject to rate recovery$—$1$—$1
Effect of netting and allocation of collateral(1)99—18
Total$9$10$—$19
Liabilities:
Commodity contracts subject to rate recovery$—$35$—$35
Total$—$35$—$35

(1) Includes the effect of the contractual ability to settle contracts under master netting agreements and with cash collateral, as well as cash collateral not offset.

Level 3 Information

SDG&E

The table below sets forth reconciliations of changes in the fair value of CRRs and long-term, fixed-price electricity positions classified as Level 3 in the fair value hierarchy for Sempra and SDG&E.

LEVEL 3 RECONCILIATIONS**(1)**
(Dollars in millions)
Three months ended March 31,
20222021
Balance at January 1$54$69
Realized and unrealized gains (losses)7(2)
Settlements(3)(5)
Balance at March 31$58$62
Change in unrealized gains (losses) relating to instruments still held at March 31$9$(1)

(1) Excludes the effect of the contractual ability to settle contracts under master netting agreements.

Inputs used to determine the fair value of CRRs and fixed-price electricity positions are reviewed and compared with market conditions to determine reasonableness. SDG&E expects all costs related to these instruments to be recoverable through customer rates. As such, there is no impact to earnings from changes in the fair value of these instruments.

CRRs are recorded at fair value based almost entirely on the most current auction prices published by the California ISO, an objective source. Annual auction prices are published once a year, typically in the middle of November, and are the basis for valuing CRRs settling in the following year. For the CRRs settling from January 1 to December 31, the auction price inputs, at a given location, were in the following ranges for the years indicated below:

CONGESTION REVENUE RIGHTS AUCTION PRICE INPUTS
Settlement yearPrice per MWhMedian price per MWh
2022$(3.67)to$6.96$(0.70)
2021(1.81)to14.11(0.12)

The impact associated with discounting is negligible. Because these auction prices are a less observable input, these instruments are classified as Level 3. The fair value of these instruments is derived from auction price differences between two locations. Positive values between two locations represent expected future reductions in congestion costs, whereas negative values between two locations represent expected future charges. Valuation of our CRRs is sensitive to a change in auction price. If auction prices at one location increase (decrease) relative to another location, this could result in a higher (lower) fair value measurement. We summarize CRR volumes in Note 8.

Long-term, fixed-price electricity positions that are valued using significant unobservable data are classified as Level 3 because the contract terms relate to a delivery location or tenor for which observable market rate information is not available. The fair value of the net electricity positions classified as Level 3 is derived from a discounted cash flow model using market electricity forward price inputs. The range and weighted-average price of these inputs at March 31 were as follows:

LONG-TERM, FIXED-PRICE ELECTRICITY POSITIONS PRICE INPUTS
Settlement yearPrice per MWhWeighted-average price per MWh
2022$26.55to$137.80$62.79
202120.60to117.0046.46

A significant increase (decrease) in market electricity forward prices would result in a significantly higher (lower) fair value. We summarize long-term, fixed-price electricity position volumes in Note 8.

Realized gains and losses associated with CRRs and long-term, fixed-price electricity positions, which are recoverable in rates, are recorded in Cost of Electric Fuel and Purchased Power on the Condensed Consolidated Statements of Operations. Because unrealized gains and losses are recorded as regulatory assets and liabilities, they do not affect earnings.

Sempra Infrastructure

The table below sets forth reconciliations of changes in the fair value of Sempra’s Support Agreement for the benefit of CFIN classified as Level 3 in the fair value hierarchy for Sempra.

LEVEL 3 RECONCILIATIONS
(Dollars in millions)
Three months ended March 31,
20222021
Balance at January 1$7$3
Realized and unrealized gains(1)82
Settlements(3)(2)
Balance at March 31(2)$12$3
Change in unrealized gains relating to instruments still held at March 31$7$2

(1) Net gains are included in Interest Income and net losses are included in Interest Expense on Sempra’s Condensed Consolidated Statements of Operations.

(2) Includes $7 in Other Current Assets and $5 in Other Long-term Assets at March 31, 2022 on Sempra’s Condensed Consolidated Balance Sheets.

The fair value of the Support Agreement, net of related guarantee fees, is based on a discounted cash flow model using a probability of default and survival methodology. Our estimate of fair value considers inputs such as third-party default rates, credit ratings, recovery rates, and risk-adjusted discount rates, which may be readily observable, market corroborated or generally unobservable inputs. Because CFIN’s credit rating and related default and survival rates are unobservable inputs that are significant to the valuation, the Support Agreement, net of related guarantee fees, is classified as Level 3. We assigned CFIN an internally developed credit rating of A3 and relied on default rate data published by Moody’s to assign a probability of default. A hypothetical change in the credit rating up or down one notch could result in a significant change in the fair value of the Support Agreement.

Fair Value of Financial Instruments

The fair values of certain of our financial instruments (cash, accounts receivable, amounts due to/from unconsolidated affiliates with original maturities of less than 90 days, dividends and accounts payable, short-term debt and customer deposits) approximate their carrying amounts because of the short-term nature of these instruments. Investments in life insurance contracts that we hold in support of our Supplemental Executive Retirement, Cash Balance Restoration and Deferred Compensation Plans are carried at

cash surrender values, which represent the amount of cash that could be realized under the contracts. The following table provides the carrying amounts and fair values of certain other financial instruments that are not recorded at fair value on the Condensed Consolidated Balance Sheets.

FAIR VALUE OF FINANCIAL INSTRUMENTS
(Dollars in millions)
Carrying amountFair value
Level 1Level 2Level 3Total
March 31, 2022
Sempra:
Short-term amounts due from unconsolidated affiliates(1)$626$—$633$—$633
Long-term note receivable(2)306——307307
Long-term amounts due to unconsolidated affiliates309—304—304
Total long-term debt(3)23,678—23,608—23,608
SDG&E:
Total long-term debt(4)$7,600$—$7,687$—$7,687
SoCalGas:
Total long-term debt(5)$5,459$—$5,561$—$5,561
December 31, 2021
Sempra:
Long-term note receivable(2)$300$—$—$327$327
Long-term amounts due from unconsolidated affiliates(1)640—642—642
Long-term amounts due to unconsolidated affiliates287—295—295
Total long-term debt(3)20,099—22,126—22,126
SDG&E:
Total long-term debt(4)$6,417$—$7,236$—$7,236
SoCalGas:
Total long-term debt(5)$4,759$—$5,367$—$5,367

(1) Before allowances for credit losses of $1 at December 31, 2021. Includes $1 and $2 of accrued interest receivable at March 31, 2022 and December 31, 2021, respectively, in Due From Unconsolidated Affiliates – Current.

(2) Before allowances for credit losses of $7 and $8 at March 31, 2022 and December 31, 2021, respectively. Excludes unamortized transaction costs of $5 at both March 31, 2022 and December 31, 2021.

(3) Before reductions of unamortized discount and debt issuance costs of $299 and $260 at March 31, 2022 and December 31, 2021, respectively, and excluding finance lease obligations of $1,335 at both March 31, 2022 and December 31, 2021.

(4) Before reductions of unamortized discount and debt issuance costs of $74 and $61 at March 31, 2022 and December 31, 2021, respectively, and excluding finance lease obligations of $1,270 and $1,274 at March 31, 2022 and December 31, 2021, respectively.

(5) Before reductions of unamortized discount and debt issuance costs of $44 and $36 at March 31, 2022 and December 31, 2021, respectively, and excluding finance lease obligations of $65 and $61 at March 31, 2022 and December 31, 2021, respectively.

We provide the fair values for the securities held in the NDT related to SONGS in Note 10.

NOTE 10. SAN ONOFRE NUCLEAR GENERATING STATION

We provide below updates to ongoing matters related to SONGS, a nuclear generating facility near San Clemente, California that permanently ceased operations in June 2013, and in which SDG&E has a 20% ownership interest. We discuss SONGS further in Note 15 of the Notes to Consolidated Financial Statements in the Annual Report.

NUCLEAR DECOMMISSIONING AND FUNDING

As a result of Edison’s decision to permanently retire SONGS Units 2 and 3, Edison began the decommissioning phase of the plant. Major decommissioning work began in 2020. We expect the majority of the decommissioning work to take approximately 10 years. Decommissioning of Unit 1, removed from service in 1992, is largely complete. The remaining work for Unit 1 will be completed once Units 2 and 3 are dismantled and the spent fuel is removed from the site. The spent fuel is currently being stored

on-site, until the DOE identifies a spent fuel storage facility and puts in place a program for the fuel’s disposal, as we discuss below. SDG&E is responsible for approximately 20% of the total decommissioning cost.

The Samuel Lawrence Foundation filed a writ petition under the California Coastal Act in LA Superior Court in December 2019 seeking to invalidate the coastal development permit and to obtain injunctive relief to stop decommissioning work. The petition was denied in September 2021. In December 2021, the foundation filed a notice of appeal. To date, decommissioning work has not been interrupted as a result of this writ petition.

In accordance with state and federal requirements and regulations, SDG&E has assets held in the NDT to fund its share of decommissioning costs for SONGS Units 1, 2 and 3. Amounts that were collected in rates for SONGS’ decommissioning are invested in the NDT, which is comprised of externally managed trust funds. Amounts held by the NDT are invested in accordance with CPUC regulations. SDG&E classifies debt and equity securities held in the NDT as available-for-sale. The NDT assets are presented on the Sempra and SDG&E Condensed Consolidated Balance Sheets at fair value with the offsetting credits recorded in noncurrent Regulatory Liabilities.

Except for the use of funds for the planning of decommissioning activities or NDT administrative costs, CPUC approval is required for SDG&E to access the NDT assets to fund SONGS decommissioning costs for Units 2 and 3. In December 2021, SDG&E received authorization from the CPUC to access NDT funds of up to $78 million for forecasted 2022 costs.

The following table shows the fair values and gross unrealized gains and losses for the securities held in the NDT on the Sempra and SDG&E Condensed Consolidated Balance Sheets. We provide additional fair value disclosures for the NDT in Note 9.

NUCLEAR DECOMMISSIONING TRUSTS
(Dollars in millions)
CostGross unrealized gainsGross unrealized lossesEstimated fair value
March 31, 2022
Debt securities:
Debt securities issued by the U.S. Treasury and other U.S. government corporations and agencies(1)$51$1$(1)$51
Municipal bonds(2)3093(8)304
Other securities(3)2642(12)254
Total debt securities6246(21)609
Equity securities99234(4)329
Short-term investments, primarily cash equivalents3——3
Receivables (payables), net5——5
Total$731$240$(25)$946
December 31, 2021
Debt securities:
Debt securities issued by the U.S. Treasury and other U.S. government corporations and agencies$56$—$—$56
Municipal bonds30913(1)321
Other securities2557(2)260
Total debt securities62020(3)637
Equity securities104262(2)364
Short-term investments, primarily cash equivalents3——3
Receivables (payables), net8——8
Total$735$282$(5)$1,012

(1) Maturity dates are 2023-2052.

(2) Maturity dates are 2022-2056.

(3) Maturity dates are 2022-2072.

The following table shows the proceeds from sales of securities in the NDT and gross realized gains and losses on those sales.

SALES OF SECURITIES IN THE NUCLEAR DECOMMISSIONING TRUSTS
(Dollars in millions)
Three months ended March 31,
20222021
Proceeds from sales$242$288
Gross realized gains1121
Gross realized losses(4)(2)

Net unrealized gains and losses, as well as realized gains and losses that are reinvested in the NDT, are included in noncurrent Regulatory Liabilities on Sempra’s and SDG&E’s Condensed Consolidated Balance Sheets. We determine the cost of securities in the trusts on the basis of specific identification.

ASSET RETIREMENT OBLIGATION

SDG&E’s ARO related to decommissioning costs for SONGS Units 1, 2 and 3 was $561 million at March 31, 2022 and is based on a cost study prepared in 2020 that is pending CPUC approval.

NOTE 11. COMMITMENTS AND CONTINGENCIES

LEGAL PROCEEDINGS

We accrue losses for a legal proceeding when it is probable that a loss has been incurred and the amount of the loss can be reasonably estimated. However, the uncertainties inherent in legal proceedings make it difficult to reasonably estimate the costs and effects of resolving these matters. Accordingly, actual costs incurred may differ materially from amounts accrued, may exceed, and in some cases have exceeded, applicable insurance coverage and could materially adversely affect our business, results of operations, financial condition, cash flows and/or prospects. Unless otherwise indicated, we are unable to reasonably estimate possible losses or a range of losses in excess of any amounts accrued.

At March 31, 2022, loss contingency accruals for legal matters, including associated legal fees and regulatory matters related to the Leak, that are probable and estimable were $2,167 million for Sempra, including $13 million for SDG&E and $2,078 million for SoCalGas. Amounts for Sempra and SoCalGas include $2,053 million for matters related to the Leak, which we discuss below.

SoCalGas

Aliso Canyon Natural Gas Storage Facility Gas Leak

From October 23, 2015 through February 11, 2016, SoCalGas experienced a natural gas leak from one of the injection-and-withdrawal wells, SS25, at its Aliso Canyon natural gas storage facility in Los Angeles County. As described below, numerous lawsuits, investigations and regulatory proceedings have been initiated in response to the Leak, resulting in significant costs, which together with other Leak-related costs are discussed below in “Cost Estimate, Accounting Impact and Insurance.”

Civil Litigation – Litigation Subject to Agreements to Resolve. As of April 29, 2022, approximately 390 lawsuits including approximately 36,000 plaintiffs (the Individual Plaintiffs) were pending against SoCalGas and Sempra related to the Leak. All these cases are coordinated before a single court in the LA Superior Court for pretrial management.

In November 2017, in the coordinated proceeding, a Third Amended Consolidated Master Case Complaint for Individual Actions was filed on behalf of the Individual Plaintiffs, through which their separate lawsuits are managed for pretrial purposes. The consolidated complaint asserts causes of action for negligence, negligence per se, private and public nuisance (continuing and permanent), trespass, inverse condemnation, strict liability, negligent and intentional infliction of emotional distress, fraudulent concealment, loss of consortium and wrongful death against SoCalGas and Sempra (the Individual Plaintiff Litigation). The complaint also asserted violations of Proposition 65, which were resolved in January 2022. The consolidated complaint seeks compensatory and punitive damages for personal injuries, lost wages and/or lost profits, property damage and diminution in property value, injunctive relief, costs of future medical monitoring, civil penalties, and attorneys’ fees.

In October 2018 and January 2019, complaints were filed on behalf of 51 firefighters stationed near the Aliso Canyon natural gas storage facility who allege they were injured by exposure to chemicals released during the Leak. The complaints against SoCalGas and Sempra assert causes of actions for negligence, negligence per se, private and public nuisance (continuing and permanent), trespass, inverse condemnation, strict liability, negligent and intentional infliction of emotional distress, fraudulent concealment and loss of consortium. The complaints seek compensatory and punitive damages for personal injuries, lost wages and/or lost profits, property damage and diminution in property value, and attorneys’ fees. These complaints are included in the coordinated proceeding and the Individual Plaintiff Litigation.

On September 26, 2021, SoCalGas and Sempra entered into an agreement with counsel representing over 80% of the plaintiffs in the Individual Plaintiff Litigation to resolve the claims of all Individual Plaintiffs for a payment of up to $1.8 billion. The agreement is subject to acceptance by no fewer than roughly 97% of all plaintiffs in the Individual Plaintiff Litigation by June 1, 2022, although SoCalGas and Sempra have the right to waive such condition. The agreement, which requires each plaintiff who accepts a settlement to release all such plaintiff’s claims against SoCalGas, Sempra and their respective affiliates related to the Individual Plaintiff Litigation and the Leak, provides that the settlement amount will be reduced based on the number of plaintiffs who do not accept. The LA Superior Court has approved the process to allocate payments among the plaintiffs. The plaintiffs who do not agree to participate in the settlement will be able to continue to pursue their claims. Pursuant to the agreement, the Individual Plaintiff Litigation has been stayed.

In January 2017, a putative class of persons and businesses who own or lease real property within a five-mile radius of the well filed a consolidated class action complaint against SoCalGas and Sempra (the Property Class Action). The Property Class Action asserts claims for strict liability for ultra-hazardous activities, negligence, negligence per se, violation of the California Unfair Competition Law, trespass, permanent and continuing public and private nuisance, and inverse condemnation.

On September 26, 2021, SoCalGas and Sempra entered into an agreement to settle the Property Class Action for a total amount of $40 million. In April 2022, the LA Superior Court gave final approval of the settlement, which provides for a release of SoCalGas, Sempra and their respective affiliates from all claims related to the Leak by all property class members who do not opt out of the class. Members of the property class who opt out of the settlement will have the right to pursue their claims on an individual basis.

Complaints on behalf of five property developers (the Developer Plaintiffs) were filed in October 2018 and October 2020 against SoCalGas and Sempra alleging causes of action for strict liability, negligence per se, negligence, negligent interference, continuing nuisance, permanent nuisance, inverse condemnation and violation of the California Unfair Competition Law and California Public Utilities Code section 2106. The complaints seek compensatory, statutory and punitive damages, injunctive relief and attorneys’ fees. In January 2022 and March 2022, SoCalGas and Sempra entered into agreements to settle the claims of four of the Developer Plaintiffs.

Civil Litigation – Unresolved Litigation. The complaint of one of the Developer Plaintiffs remains pending, and the LA Superior Court has scheduled a trial in October 2022. SoCalGas has engaged in settlement discussions with the remaining Developer Plaintiff.

Four shareholder derivative actions were filed alleging breach of fiduciary duties against certain officers and certain directors of Sempra and/or SoCalGas. Three of the actions were joined in an Amended Consolidated Shareholder Derivative Complaint, which was dismissed with prejudice in January 2021. The plaintiffs have appealed the dismissal. The remaining action was also dismissed but plaintiffs were given leave to amend their complaint.

An adverse ruling in any of the lawsuits in the Individual Plaintiff Litigation filed by plaintiffs who do not agree to settle or any lawsuits filed by property class members who opt out of the Property Class Action settlement or by the remaining Developer Plaintiff could have a material adverse effect on SoCalGas’ and Sempra’s results of operations, financial condition, cash flows and/or prospects. In addition, there can be no assurance that the conditions to resolve the Individual Plaintiff Litigation will be satisfied or that the LA Superior Court will approve the settlement for the Property Class Action.

Regulatory Proceedings. In January 2016, CalGEM and the CPUC directed an independent analysis of the technical root cause of the Leak to be conducted by Blade. In May 2019, Blade released its report, which concluded that the Leak was caused by a failure of the production casing of the well due to corrosion and that attempts to stop the Leak were not effectively conducted, but did not identify any instances of non-compliance by SoCalGas. Blade concluded that SoCalGas’ compliance activities conducted prior to the Leak did not find indications of a casing integrity issue. Blade opined, however, that there were measures, none of which were required by gas storage regulations at the time, that could have been taken to aid in the early identification of corrosion and that, in Blade’s opinion, would have prevented or mitigated the Leak. The report also identified well safety practices and regulations that have since been adopted by CalGEM and implemented by SoCalGas.

In June 2019, the CPUC opened an OII to consider penalties against SoCalGas for the Leak, which it later bifurcated into two phases. The first phase will consider whether SoCalGas violated California Public Utilities Code Section 451 or other laws, CPUC orders or decisions, rules or requirements, whether SoCalGas engaged in unreasonable and/or imprudent practices with respect to its operation and maintenance of the Aliso Canyon natural gas storage facility or its related record-keeping practices, whether SoCalGas cooperated sufficiently with the SED of the CPUC and Blade during the pre-formal investigation, and whether any of the mitigation measures proposed by Blade should be implemented to the extent not already done. The SED, based largely on the Blade report, has alleged a total of 324 violations in the first phase, asserting that SoCalGas violated California Public Utilities Code Section 451 and failed to cooperate in the investigation and to keep proper records. Hearings on a subset of issues began in March 2021, and legal briefs will be filed in May 2022. The second phase will consider whether SoCalGas should be sanctioned for the Leak and what damages, fines or other penalties, if any, should be imposed for any violations, unreasonable or imprudent practices, or failure to cooperate sufficiently with the SED as determined by the CPUC in the first phase. In addition, the second phase will determine the amounts of various costs incurred by SoCalGas and other parties in connection with the Leak and the ratemaking treatment or other disposition of such costs, which could result in little or no recovery of such costs by SoCalGas. SoCalGas has engaged in settlement discussions with the SED in connection with this proceeding.

In February 2017, the CPUC opened a proceeding pursuant to the SB 380 OII to determine the feasibility of minimizing or eliminating the use of the Aliso Canyon natural gas storage facility while still maintaining energy and electric reliability for the region, but excluding issues with respect to air quality, public health, causation, culpability or cost responsibility regarding the Leak. The first phase of the proceeding established a framework for the hydraulic, production cost and economic modeling assumptions for the potential reduction in usage or elimination of the Aliso Canyon natural gas storage facility. Phase 2 of the proceeding, which is evaluating the impacts of reducing or eliminating the Aliso Canyon natural gas storage facility using the established framework and models, began in the first quarter of 2019. In December 2019, the CPUC added a third phase of the proceeding and engaged a consultant who is analyzing alternative means for meeting or avoiding the demand for the facility’s services if it were eliminated in either the 2027 or 2035 timeframe. In July 2021, the CPUC combined Phase 2 and Phase 3 and modified the scope of Phase 3 to also address potential implementation of alternatives to the Aliso Canyon natural gas storage facility if the CPUC determines that the Aliso Canyon natural gas storage facility should be permanently closed. The CPUC also added all California IOUs as parties to the proceeding and encouraged all load serving entities in the Los Angeles Basin to join the proceeding.

In November 2021, the CPUC issued a decision on the interim range of gas inventory levels at the Aliso Canyon natural gas storage facility, setting an interim range of gas inventory levels of up to 41.16 Bcf. The CPUC may issue future changes to this interim range of authorized gas inventory levels before issuing a final inventory determination within the SB 380 OII proceeding.

At March 31, 2022, the Aliso Canyon natural gas storage facility had a net book value of $894 million. If the Aliso Canyon natural gas storage facility were to be permanently closed or if future cash flows from its operation were otherwise insufficient to recover its carrying value, we may record an impairment of the facility, incur higher than expected operating costs and/or be required to make additional capital expenditures (any or all of which may not be recoverable in rates), and natural gas reliability and electric generation could be jeopardized. Any such outcome could have a material adverse effect on SoCalGas’ and Sempra’s results of operations, financial condition, cash flows and/or prospects.

Cost Estimate, Accounting Impact and Insurance. SoCalGas has incurred significant costs related to the Leak, primarily for temporary relocation of community residents; to control the well and stop the Leak; to mitigate the natural gas released; to purchase natural gas to replace what was lost through the Leak; to defend against and, in certain cases, settle, civil and criminal litigation arising from the Leak; to pay the costs of the government-ordered response to the Leak, including the costs for Blade to conduct the root cause analysis described above; to respond to various government and agency investigations regarding the Leak; and to comply with increased regulation imposed as a result of the Leak. At March 31, 2022, SoCalGas estimates these costs related to the Leak are $3,314 million (the cost estimate), which includes $1,279 million of costs recovered or probable of recovery from insurance. This cost estimate may increase significantly as more information becomes available. At March 31, 2022, $2,052 million of the cost estimate is accrued in Reserve for Aliso Canyon Costs and $4 million of the cost estimate is accrued in Deferred Credits and Other on SoCalGas’ and Sempra’s Condensed Consolidated Balance Sheets.

In the first quarter of 2022, SoCalGas recorded total charges of $92 million ($66 million after tax), inclusive of estimated legal costs, in Aliso Canyon Litigation and Regulatory Matters on the SoCalGas and Sempra Condensed Consolidated Statements of Operations related to settlement activity in connection with civil litigation that we describe above. This charge is included in the cost estimate that we describe above.

Except for the amounts paid or estimated to settle certain legal and regulatory matters as described above, the cost estimate does not include (i) any amounts necessary to resolve claims of Individual Plaintiffs who do not agree to participate in the settlement of the Individual Actions or members of the Property Class Action who opt out of that settlement or (ii) the matters that we describe above in “Civil Litigation – Unresolved Litigation” and “Regulatory Proceedings” to the extent it is not possible to predict at this time the outcome of these actions or reasonably estimate the possible costs or a range of possible costs for damages, restitution, civil or administrative fines or penalties, defense, settlement or other costs or remedies that may be imposed or incurred. The cost estimate also does not include certain other costs incurred by Sempra associated with defending against shareholder derivative lawsuits and other potential costs that we currently do not anticipate incurring or that we cannot reasonably estimate. Further, we are not able to reasonably estimate the possible loss or a range of possible losses in excess of the amounts accrued. The costs or losses not included in the cost estimate could be significant and could have a material adverse effect on SoCalGas’ and Sempra’s results of operations, financial condition, cash flows and/or prospects.

We have received insurance payments for many of the categories of costs included in the cost estimate, including temporary relocation and associated processing costs, control-of-well expenses, costs of the government-ordered response to the Leak, certain legal costs and lost gas. At March 31, 2022, we recorded the expected recovery of the cost estimate related to the Leak of $360 million as Insurance Receivable for Aliso Canyon Costs on SoCalGas’ and Sempra’s Condensed Consolidated Balance Sheets. This amount is exclusive of insurance retentions and $919 million of insurance proceeds we received through March 31, 2022. We intend to pursue the full extent of our insurance coverage for the costs we have incurred. Other than insurance for certain future defense costs we may incur as well as directors’ and officers’ liability, we have exhausted all of our insurance in this matter. We continue to pursue other sources of insurance coverage for costs related to this matter, but we may not be successful in obtaining additional insurance recovery for any of these costs. If we are not able to secure additional insurance recovery, if any costs we have recorded as an insurance receivable are not collected, if there are delays in receiving insurance recoveries, or if the insurance recoveries are subject to income taxes while the associated costs are not tax deductible, such amounts could have a material adverse effect on SoCalGas’ and Sempra’s results of operations, financial condition, cash flows and/or prospects.

Sempra Infrastructure

Energía Costa Azul

We describe below certain land and customer disputes and permit challenges affecting our ECA Regas Facility and our proposed ECA LNG liquefaction projects. One or more unfavorable final decisions on these disputes or challenges could materially adversely affect our existing natural gas regasification operations and proposed natural gas liquefaction projects at the site of the ECA Regas Facility and have a material adverse effect on Sempra’s business, results of operations, financial condition, cash flows and/or prospects.

Land Disputes. Sempra Infrastructure has been engaged in a long-running land dispute relating to property adjacent to its ECA Regas Facility that allegedly overlaps with land owned by the ECA Regas Facility (the facility, however, is not situated on the land that is the subject of this dispute), as follows:

▪A claimant to the adjacent property filed complaints in the federal Agrarian Court challenging the refusal of SEDATU in 2006 to issue title to him for the disputed property. In November 2013, the federal Agrarian Court ordered that SEDATU issue the requested title to the claimant and cause it to be registered. Both SEDATU and Sempra Infrastructure challenged the ruling due to lack of notification of the underlying process. In May 2019, a federal court in Mexico reversed the ruling and ordered a retrial, which is pending resolution.

▪In a separate proceeding, the claimant filed suit to reinitiate an administrative procedure at SEDATU to obtain the property title that was previously dismissed. In April 2021, the Agrarian Court ordered that the administrative procedure be restarted. The proceeding in the Agrarian Court has concluded; however, the administrative procedure at SEDATU may continue if SEDATU decides to reopen the matter.

In addition, four cases involving two adjacent areas of real property on which part of the ECA Regas Facility is situated, each brought by a single plaintiff or her descendants, remain pending against the facility, as follows:

▪The first disputed area is subject to a claim in the federal Agrarian Court that has been ongoing since 2006, in which the plaintiff seeks to annul the property title for a portion of the land on which the ECA Regas Facility is situated and to obtain

possession of a different parcel that allegedly overlaps with the site of the ECA Regas Facility. The proceeding, which seeks an order that SEDATU annul the ECA Regas Facility’s competing property title, was initiated in 2006 and, in July 2021, a decision was issued in favor of the ECA Regas Facility. The plaintiff appealed, and in February 2022, the appellate court confirmed the ruling in favor the ECA Regas Facility and dismissed the appeal. The plaintiff filed a final federal appeal against the appellate court ruling. A final ruling from the Federal Collegiate Circuit Court is pending.

▪The second disputed area is a parcel adjacent to the ECA Regas Facility that allegedly overlaps with land on which the ECA Regas Facility is situated, which is subject to a claim in the federal Agrarian Court and two claims in Mexican civil courts. The ECA Regas Facility first bought the property from the federal government in 2003; however, to resolve an ownership controversy, in 2008, the ECA Regas Facility reached a financial settlement with the plaintiff to eliminate an adverse claim to its title. Nevertheless, the plaintiff sued in 2013 for the nullity of both titles. The Agrarian Court ruled in favor of the plaintiff in May 2021, nullifying the first property title. Sempra Infrastructure appealed the ruling in July 2021, which is pending resolution. The ECA Regas Facility continues to hold the second property title to the land. The two civil court proceedings, which seek to invalidate the contract by which the ECA Regas Facility purchased for the second time the applicable parcel of land on which the ECA Regas Facility is situated on the grounds that the purchase price was allegedly unfair, are progressing at different stages. In the first civil case, initiated in 2013, the court ruled in favor of the ECA Regas Facility, and the final decision was affirmed on a federal appeal. The descendants of the same plaintiff filed the second civil case in 2019, which was dismissed by the court. However, the dismissal has been appealed, which is pending the appellate court’s ruling. In April 2022, the ECA Regas Facility entered into a settlement agreement with the plaintiff, whereby the plaintiff has agreed to recognize the ECA Regas Facility as the sole owner of the property and waive any current or future rights over the property, or any other properties related to the ECA Regas Facility. The settlement agreement is subject to court approval and would definitively resolve all three pending cases.

Certain of these land disputes involve land on which portions of the ECA LNG liquefaction facilities are proposed to be situated or on which portions of the ECA Regas Facility that would be necessary for the operation of the proposed ECA LNG liquefaction facilities are situated.

Environmental and Social Impact Permits. Several administrative challenges are pending before Mexico’s Secretariat of Environment and Natural Resources (the Mexican environmental protection agency) and Federal Tax and Administrative Courts, seeking revocation of the environmental impact authorization issued to the ECA Regas Facility in 2003. These cases generally allege that the conditions and mitigation measures in the environmental impact authorization are inadequate and challenge findings that the activities of the terminal are consistent with regional development guidelines.

In 2018 and 2021, three related claimants filed separate challenges in the federal district court in Ensenada, Baja California in relation to the environmental and social impact permits issued by each of ASEA and SENER to ECA LNG authorizing natural gas liquefaction activities at the ECA Regas Facility, as follows:

▪In the first case, the court issued a provisional injunction in September 2018. In December 2018, ASEA approved modifications to the environmental permit that facilitate the development of the proposed natural gas liquefaction facility in two phases. In May 2019, the court canceled the provisional injunction. The claimant appealed the court’s decision canceling the injunction, but was not successful. The claimant’s underlying challenge to the permits remains pending.

▪In the second case, the initial request for a provisional injunction was denied. That decision was reversed on appeal in January 2020, resulting in the issuance of a new injunction against the permits that were issued by ASEA and SENER. This injunction has uncertain application absent clarification by the court. The claimants petitioned the court to rule that construction of natural gas liquefaction facilities violated the injunction, and in February 2022, the court ruled in favor of the ECA Regas Facility, meaning that the natural gas liquefaction activities have not been affected. The claimants have appealed this ruling.

▪In the third case, a group of residents filed a complaint in June 2021 against various federal and state authorities alleging deficiencies in the public consultation process for the issuance of the permits. The request for an initial injunction was denied and the claimants have appealed, which is pending the appellate court’s ruling.

Customer Dispute. In May 2020, the two third-party capacity customers at the ECA Regas Facility, Shell Mexico and Gazprom, asserted that a 2019 update of the general terms and conditions for service at the facility, as approved by the CRE, resulted in a breach of contract by Sempra Infrastructure and a force majeure event. In July 2020, Shell Mexico submitted a request for arbitration of the dispute and Gazprom joined the proceeding, and a hearing was held in October 2021. The International Court of Arbitration issued a final, non-appealable decision dated April 27, 2022 in favor of Sempra Infrastructure dismissing all claims and confirming the contracts remain in force.

In addition to the arbitration proceeding, Shell Mexico also filed constitutional claims against the CRE’s approval of the general terms and conditions and against the issuance of the liquefaction permit. Shell Mexico’s request for an injunction against the general terms and conditions was denied, and the ruling was upheld on appeal. The request for an injunction against the liquefaction permit was denied, and the decision was vacated and remanded on appeal to the First District Court in Administrative

Matters, which again denied the injunction. The case is now being heard again by the appellate court. A hearing was held on the merits and a decision is pending.

Sonora Pipeline

Guaymas-El Oro Segment. Sempra Infrastructure’s Sonora natural gas pipeline consists of two segments, the Sasabe-Puerto Libertad-Guaymas segment and the Guaymas-El Oro segment. Each segment has its own service agreement with the CFE. In 2015, the Yaqui tribe, with the exception of some members living in the Bácum community, granted its consent and a right-of-way easement agreement for the construction of the Guaymas-El Oro segment of the Sonora natural gas pipeline that crosses its territory. Representatives of the Bácum community filed a legal challenge in Mexican federal court demanding the right to withhold consent for the project, the stoppage of work in the Yaqui territory and damages. In 2016, the judge granted a suspension order that prohibited the construction of such segment through the Bácum community territory. Because the pipeline does not pass through the Bácum community, Sempra Infrastructure did not believe the 2016 suspension order prohibited construction in the remainder of the Yaqui territory. Construction of the Guaymas-El Oro segment was completed, and commercial operations began in May 2017.

Following the start of commercial operations of the Guaymas-El Oro segment, Sempra Infrastructure reported damage to the Guaymas-El Oro segment of the Sonora pipeline in the Yaqui territory that has made that section inoperable since August 2017 and, as a result, Sempra Infrastructure declared a force majeure event. In 2017, an appellate court ruled that the scope of the 2016 suspension order encompassed the wider Yaqui territory, which has prevented Sempra Infrastructure from making repairs to put the pipeline back in service. In July 2019, a federal district court ruled in favor of Sempra Infrastructure and held that the Yaqui tribe was properly consulted and that consent from the Yaqui tribe was properly received. Representatives of the Bácum community appealed this decision, causing the suspension order preventing Sempra Infrastructure from repairing the damage to the Guaymas-El Oro segment of the Sonora pipeline in the Yaqui territory to remain in place until the appeals process is exhausted. In December 2021, the court of appeals referred the matter to Mexico’s Supreme Court.

Sempra Infrastructure exercised its rights under the contract, which included seeking force majeure payments for the two-year period such force majeure payments were required to be made, which ended in August 2019.

In July 2019, the CFE filed a request for arbitration generally to nullify certain contract terms that provide for fixed capacity payments in instances of force majeure and made a demand for substantial damages in connection with the force majeure event. In September 2019, the arbitration process ended when Sempra Infrastructure and the CFE reached an agreement to restart natural gas transportation service on the earlier of completion of repair of the damaged pipeline or January 15, 2020, and to modify the tariff structure and extend the term of the contract by 10 years. Subsequently, Sempra Infrastructure and the CFE agreed to extend the service start date multiple times, most recently to June 14, 2022. Under the revised agreement, the CFE will resume making payments only when the damaged section of the Guaymas-El Oro segment of the Sonora pipeline is repaired. If the pipeline is not repaired by June 14, 2022, and the parties do not agree on a new service start date, Sempra Infrastructure retains the right to terminate the contract and seek to recover its reasonable and documented costs and lost profits. Discussions with the CFE regarding the future of the pipeline, including the potential re-routing of a portion of the pipeline, are underway in accordance with a non-binding MOU announced in January 2022 that, among other matters, addresses efforts to restart service on the pipeline. Sempra Infrastructure intends to enter into a definitive agreement with respect to the pipeline in the second quarter of 2022.

At March 31, 2022, Sempra Infrastructure had $429 million in PP&E, net, related to the Guaymas-El Oro segment of the Sonora pipeline, which could be subject to impairment if Sempra Infrastructure is unable to make such repairs (which have not commenced) or re-route a portion of the pipeline (which has not been agreed to by the parties, but is subject to negotiation pursuant to a non-binding MOU, as described above) and resume operations in the Guaymas-El Oro segment of the Sonora pipeline or if Sempra Infrastructure terminates the contract and is unable to obtain recovery, which in each case could have a material adverse effect on Sempra’s business, results of operations, financial condition, cash flows and/or prospects.

Sasabe-Puerto Libertad-Guaymas Segment. In June 2014, Sempra Infrastructure and a landowner agreed to enter into a voluntary right-of-way easement agreement for the construction and operation of a seven-mile section of the 314-mile Sasabe-Puerto Libertad-Guaymas segment of the Sonora natural gas pipeline on the landowner’s property. However, in 2015, the landowner filed a complaint demanding the easement agreement be nullified. In September 2021, a definitive and non-appealable judgment was issued declaring the easement agreement nullified and ordering the removal of the pipeline from the landowner’s property. The execution of the judgment is suspended as a result of an amparo lawsuit filed by the CFE as an interested third party that did not participate in the litigation. Sempra Infrastructure filed a special judicial action asking the civil court to acknowledge the existence of the easement and to determine the consideration the landowner should receive in exchange for the easement. The failure to stay this judgment pending the resolution of Sempra Infrastructure’s planned special judicial action or prevail in

preserving the easement in the special judicial action could require us to modify the route of the pipeline and could require a temporary shutdown of this portion of the pipeline, which could have a material adverse effect on Sempra’s business, results of operations, financial condition, cash flows and/or prospects.

Regulatory and Other Actions by the Mexican Government

We describe below certain actions by the Mexican government that could have a material impact on the energy sector in Mexico. Sempra Infrastructure and other parties affected by these resolutions, orders, decrees, regulations and proposed amendments to Mexican law have challenged them by filing amparo and other claims, some of which have been granted injunctive relief. The court-ordered injunctions or suspensions provide temporary relief until Mexico’s federal district court or Supreme Court ultimately resolves the amparo and other claims. An unfavorable decision on one or more of these amparo or other challenges or the potential for extended disputes may impact our ability to operate our facilities at existing levels or at all, may result in increased costs for Sempra Infrastructure and its customers, may adversely affect our ability to develop new projects, may result in decreased revenues and cash flows, and may negatively impact our ability to recover the carrying values of our investments in Mexico, any of which may have a material adverse effect on our business, results of operations, financial condition, cash flows and/or prospects.

Transmission Rates for Legacy Generation Facilities. In May 2020, the CRE approved an update to the transmission rates included in legacy renewable and cogeneration energy contracts based on the claim that the legacy transmission rates did not reflect fair and proportional costs for providing the applicable services and, therefore, created inequitable competitive conditions. Three of Sempra Infrastructure’s renewable energy facilities (Don Diego Solar, Border Solar and Ventika) are currently holders of contracts with such legacy rates, and under the terms of these contracts any increases in the transmission rates would be passed through directly to their customers. These renewable energy facilities sought and obtained injunctive relief but were required to guarantee the difference in tariffs. The three facilities obtained favorable resolutions from a lower court and the CRE appealed those decisions, which were definitively affirmed in favor of the Don Diego Solar, Border Solar and Ventika facilities, whereby the injunctions were made permanent, the regulations were declared unconstitutional, and the guarantee was determined to not be required. The resolution is definitive and final.

Offtakers of Legacy Generation Permits. In October 2020, the CRE approved a resolution to amend the rules for the inclusion of new offtakers of legacy generation and self-supply permits (the Offtaker Resolution), which became effective immediately. The Offtaker Resolution prohibits self-supply permit holders from adding new offtakers that were not included in the original development or expansion plans, making modifications to the amount of energy allocated to the named offtakers, and including load centers that have entered into a supply arrangement under Mexico’s Electricity Industry Law. Don Diego Solar, Border Solar and Ventika are holders of self-supply permits and are impacted by the Offtaker Resolution. In January 2022, Don Diego Solar and Border Solar obtained a favorable resolution from a Mexican federal district court and the CRE appealed that decision. If Sempra Infrastructure is not able to obtain legal protection for these impacted facilities, Sempra Infrastructure expects it will sell Border Solar’s capacity and a portion of Don Diego Solar’s capacity affected by the Offtaker Resolution into the spot market. Currently, prices in the spot market are significantly lower than the fixed prices in the PPAs that were entered into through self-supply permits. At March 31, 2022, Sempra Infrastructure had $14 million in other intangible assets, net, related to these self-supply permits previously granted by the CRE and impacted by the Offtaker Resolution that could be subject to impairment if Sempra Infrastructure is unable to obtain adequate legal protection. Sempra Infrastructure has filed lawsuits against the Offtaker Resolution and received injunctive relief pending final resolution.

Amendments to Mexico’s Electricity Industry Law. In March 2021, the Mexican government published a decree with amendments to Mexico’s Electricity Industry Law that include some public policy changes, including establishing priority of dispatch for CFE plants over privately owned plants. According to the decree, these amendments were to become effective on March 10, 2021, and SENER, the CRE and CENACE were to have 180 calendar days to modify, as necessary, all resolutions, policies, criteria, manuals and other regulations applicable to the power industry to conform with this decree. However, a Mexican court issued a suspension of the amendments on March 19, 2021. On April 7, 2022, the Mexican Supreme Court resolved an action of unconstitutionality filed by a group of senators against the amended Electricity Industry Law, however the qualified majority of eight votes out of 11 as is required in matters involving constitutionality was not reached and the proceeding was dismissed, which means that the Mexican Supreme Court did not issue a binding precedent and the amended Electricity Industry Law will remain in force. Therefore, the amparo lawsuits filed against the amendments to the Electricity Industry Law will continue individually and will be decided case by case in lower courts, with each court free to make its own decision. If the proposed amendments are affirmed by the lower courts or by the Mexican Supreme Court (which in these cases would only require a simple majority vote), the CRE may be required to revoke self-supply permits granted under the former electricity law, which were grandfathered when the new Electricity Industry Law was enacted, under a legal standard that is ambiguous and not well defined under the law.

Amendments to Mexico’s Hydrocarbons Law. In May 2021, amendments to Mexico’s Hydrocarbons Law were published and became effective. The amendments grant SENER and the CRE additional powers to suspend and revoke permits related to the midstream and downstream sectors. Suspension of permits will be determined by SENER or the CRE when a danger to national security, energy security, or to the national economy is foreseen. Likewise, new grounds for the revocation of permits are in place if the permit holder (i) carries out its activity with illegally imported products; (ii) fails, on more than one occasion, to comply with the provisions applicable to quantity, quality and measurement of the products; or (iii) modifies the technical conditions of its infrastructure without authorization. Additionally, in the case of existing permits, authorities will revoke those permits that fail to comply with the minimum storage requirements established by SENER or fail to comply with requirements or violate provisions established by the amended Hydrocarbons Law. All the Sempra Infrastructure entities participating in the Mexico hydrocarbons sector filed lawsuits against the initiative to reform the Hydrocarbons Law. In 2021, district courts issued judgments that the amendments do not affect the interests of the companies at this time and, as a result, dismissed the amparo lawsuits including the lawsuits filed by Sempra Infrastructure entities. The Sempra Infrastructure entities have appealed these judgments.

Proposed Constitutional Reform in Mexico. In September 2021, the President of Mexico presented a constitutional reform initiative with the stated goal of preserving energy security and self-sufficiency, and a continuous supply of electricity to the country’s population, as a condition for guaranteeing national security and the human right to a decent life. The CRE and the National Commission of Hydrocarbons would be dissolved, and their functions would be carried out by SENER. CENACE would be reinstated to the CFE, and the CFE would be responsible for generating, conducting, transforming, distributing and supplying electricity, and would be the only entity allowed to commercialize electric energy in Mexico. Electricity generation permits and contracts for the sale of electricity and RECs to the CFE, including permits at all of Sempra Infrastructure’s operational power generation facilities, would be canceled. The public electricity supply service would be provided exclusively by the CFE, which may acquire up to 46% of required energy from the private sector. Only certain private power plants would be permitted to continue generating electricity and compete to offer the CFE the lowest production costs. On April 17, 2022, the Chamber of Deputies in Mexico rejected the proposed constitutional reform.

Other Litigation

RBS Sempra Commodities

Sempra holds an equity method investment in RBS Sempra Commodities, a limited liability partnership in the process of being liquidated. In 2015, liquidators filed a claim in the High Court of Justice against RBS (now NatWest Markets plc, our partner in the JV) and Mercuria Energy Europe Trading Limited (the Defendants) on behalf of 10 companies (the Liquidating Companies) that engaged in carbon credit trading via chains that included a company that traded directly with RBS SEE, a subsidiary of RBS Sempra Commodities. The claim alleges that the Defendants’ participation in the purchase and sale of carbon credits resulted in the Liquidating Companies’ carbon credit trading transactions creating a VAT liability they were unable to pay, and that the Defendants are liable to provide for equitable compensation due to dishonest assistance and for compensation under the U.K. Insolvency Act of 1986. Trial on the matter was held in June and July of 2018. In March 2020, the High Court of Justice rendered its judgment mostly in favor of the Liquidating Companies and awarded damages of approximately £45 million (approximately $59 million in U.S. dollars at March 31, 2022), plus costs and interest. In October 2020, the High Court of Justice assessed costs and interest to be approximately £21 million (approximately $28 million in U.S. dollars at March 31, 2022) as of that date, with interest continuing to accrue. The Defendants appealed and, in May 2021, the Court of Appeal set aside the High Court of Justice’s decision and ordered a retrial. The Liquidating Companies in the High Court of Justice case have applied to the Supreme Court for permission to appeal the Court of Appeals’ decision. J.P. Morgan Chase & Co., which previously acquired RBS SEE and later sold it to Mercuria Energy Group, Ltd., has notified us that Mercuria Energy Group, Ltd. has sought indemnity for the claim, and J.P. Morgan Chase & Co. has in turn sought indemnity from Sempra and RBS.

Asbestos Claims Against EFH Subsidiaries

Certain EFH subsidiaries that we acquired as part of the merger of EFH with an indirect subsidiary of Sempra were defendants in personal injury lawsuits brought in state courts throughout the U.S. These cases alleged illness or death as a result of exposure to asbestos in power plants designed and/or built by companies whose assets were purchased by predecessor entities to the EFH subsidiaries, and generally assert claims for product defects, negligence, strict liability and wrongful death. They sought compensatory and punitive damages. As of April 29, 2022, no lawsuits are pending. Additionally, in connection with the EFH bankruptcy proceeding, approximately 28,000 proofs of claim were filed on behalf of persons who allege exposure to asbestos under similar circumstances and assert the right to file such lawsuits in the future. None of these claims or lawsuits were discharged in the EFH bankruptcy proceeding. The costs to defend or resolve these lawsuits and the amount of damages that may be imposed or incurred could have a material adverse effect on Sempra’s results of operations, financial condition, cash flows and/or prospects.

Ordinary Course Litigation

We are also defendants in ordinary routine litigation incidental to our businesses, including personal injury, employment litigation, product liability, property damage and other claims. Juries have demonstrated an increasing willingness to grant large awards, including punitive damages, in these types of cases.

LEASES

We discuss leases further in Note 16 of the Notes to Consolidated Financial Statements in the Annual Report.

A lease exists when a contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. We determine if an arrangement is or contains a lease at inception of the contract.

Some of our lease agreements contain nonlease components, which represent activities that transfer a separate good or service to the lessee. As the lessee for both operating and finance leases, we have elected to combine lease and nonlease components as a single lease component for real estate, fleet vehicles, power generating facilities, and pipelines, whereby fixed or in-substance fixed payments allocable to the nonlease component are accounted for as part of the related lease liability and ROU asset. As the lessor, we have elected to combine lease and nonlease components as a single lease component for real estate and liquid fuels terminals.

Lessee Accounting

We have operating and finance leases for real and personal property (including office space, land, fleet vehicles, machinery and equipment, warehouses and other operational facilities) and PPAs with renewable energy, energy storage and peaker plant facilities.

Leases That Have Not Yet Commenced

SDG&E has entered into three energy storage tolling agreements, of which SDG&E expects two will commence in the third quarter of 2022 and one will commence in the second quarter of 2023. SDG&E expects the future minimum lease payments to be $8 million in 2022, $17 million in 2023, $18 million in each of 2024 through 2026 and $101 million thereafter until expiration at various dates from 2032 through 2033.

SoCalGas has entered into a fleet vehicle agreement, under which SoCalGas expects leases will commence in the second quarter of 2022 through the first quarter of 2023. SoCalGas expects the future minimum lease payments to be $2 million in each of 2023 through 2026 and $10 million thereafter until expiration at various dates from 2030 through 2031.

Lessor Accounting

Sempra Infrastructure is a lessor for certain of its natural gas and ethane pipelines, compressor stations, liquid petroleum gas storage facilities, a rail facility and liquid fuels terminals, which we account for as operating or sales-type leases.

Generally, we recognize operating lease income on a straight-line basis over the lease term, and sales-type lease income based on the effective interest method over the lease term. Certain of our leases contain rate adjustments or are based on foreign currency exchange rates that may result in lease payments received that vary in amount from one period to the next.

We provide information below for leases for which we are the lessor.

LESSOR INFORMATION ON THE CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS – SEMPRA
(Dollars in millions)
Three months ended March 31,
20222021
Sales-type leases:
Interest income$2$—
Total revenues from sales-type leases(1)$2$—
Operating leases:
Fixed lease payments$70$53
Variable lease payments1—
Total revenues from operating leases(1)$71$53
Depreciation expense$13$10

(1) Included in Revenues: Energy-Related Businesses on the Condensed Consolidated Statements of Operations.

CONTRACTUAL COMMITMENTS

We discuss below significant changes in the first three months of 2022 to contractual commitments discussed in Notes 1 and 16 of the Notes to Consolidated Financial Statements in the Annual Report.

LNG Purchase Agreement

Sempra Infrastructure has a sale and purchase agreement for the supply of LNG to the ECA Regas Facility. The commitment amount is calculated using a predetermined formula based on estimated forward prices of the index applicable from 2022 to 2029. Although this agreement specifies a number of cargoes to be delivered, under its terms, the customer may divert certain cargoes, which would reduce amounts paid under the agreement by Sempra Infrastructure. At March 31, 2022, we expect the commitment amount to increase by $4 million in 2022, $155 million in 2023, $85 million in 2024, $95 million in 2025, $112 million in 2026 and by $355 million thereafter (through contract termination in 2029) compared to December 31, 2021, reflecting changes in estimated forward prices since December 31, 2021 and actual transactions for the first three months of 2022. These LNG commitment amounts are based on the assumption that all LNG cargoes, less those already confirmed to be diverted, under the agreement are delivered. Actual LNG purchases in the current and prior years have been significantly lower than the maximum amount provided under the agreement due to the customer electing to divert cargoes as allowed by the agreement.

ENVIRONMENTAL ISSUES

We disclose any proceeding under environmental laws to which a government authority is a party when the potential monetary sanctions, exclusive of interest and costs, exceed the lesser of $1 million or 1% of current assets, which was $65 million for Sempra, $18 million for SDG&E and $19 million for SoCalGas at March 31, 2022.

NOTE 12. SEGMENT INFORMATION

We have four separately managed reportable segments, as follows:

▪SDG&E provides electric service to San Diego and southern Orange counties and natural gas service to San Diego County.

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

▪Sempra Texas Utilities holds our investment in Oncor Holdings, which owns an 80.25% interest in Oncor, a regulated electric transmission and distribution utility serving customers in the north-central, eastern, western and panhandle regions of Texas; and our indirect, 50% interest in Sharyland Holdings L.P., which owns Sharyland Utilities, L.L.C., a regulated electric transmission utility serving customers near the Texas-Mexico border.

▪Sempra Infrastructure includes the operating companies of our subsidiary, SI Partners, as well as a holding company and certain services companies. Sempra Infrastructure develops, builds, operates and invests in energy infrastructure to help enable the energy transition in North American markets and globally. Sempra Infrastructure owns an 80% interest in SI Partners, which held a 100% ownership interest in Sempra LNG Holding, LP and a 99.9% ownership interest in IEnova at March 31, 2022.

We evaluate each segment’s performance based on its contribution to Sempra’s reported earnings and cash flows. SDG&E and SoCalGas operate in essentially separate service territories, under separate regulatory frameworks and rate structures set by the CPUC and, in the case of SDG&E, the FERC.

The cost of common services shared by the business segments is assigned directly or allocated based on various cost factors, depending on the nature of the service provided. Interest income and expense is recorded on intercompany loans. The loan balances and related interest are eliminated in consolidation.

The following tables show selected information by segment from our Condensed Consolidated Statements of Operations and Condensed Consolidated Balance Sheets. Amounts labeled as “All other” in the following tables consist primarily of activities of parent organizations.

SEGMENT INFORMATION
(Dollars in millions)
Three months ended March 31,
20222021
REVENUES
SDG&E$1,445$1,337
SoCalGas1,9931,508
Sempra Infrastructure424449
All other—1
Adjustments and eliminations2—
Intersegment revenues(1)(44)(36)
Total$3,820$3,259
DEPRECIATION AND AMORTIZATION
SDG&E$239$213
SoCalGas187173
Sempra Infrastructure6554
All other22
Total$493$442
INTEREST INCOME
SDG&E$—$1
Sempra Infrastructure2121
All other4—
Intercompany eliminations—(3)
Total$25$19
INTEREST EXPENSE
SDG&E$106$102
SoCalGas4039
Sempra Infrastructure2741
All other7083
Intercompany eliminations—(6)
Total$243$259
INCOME TAX EXPENSE (BENEFIT)
SDG&E$64$45
SoCalGas8494
Sempra Infrastructure9157
All other95(38)
Total$334$158
EQUITY EARNINGS
Equity earnings, before income tax:
Sempra Texas Utilities$2$1
Sempra Infrastructure141134
143135
Equity earnings, net of income tax:
Sempra Texas Utilities162136
Sempra Infrastructure2147
183183
Total$326$318

(1) Revenues for reportable segments include intersegment revenues of $4, $26, and $14 for the three months ended March 31, 2022 and $2, $25, and $9 for the three months ended March 31, 2021 for SDG&E, SoCalGas, and Sempra Infrastructure, respectively.

SEGMENT INFORMATION (CONTINUED)
(Dollars in millions)
Three months ended March 31,
20222021
EARNINGS (LOSSES) ATTRIBUTABLE TO COMMON SHARES
SDG&E$234$212
SoCalGas334407
Sempra Texas Utilities162135
Sempra Infrastructure95202
All other(213)(82)
Total$612$874
EXPENDITURES FOR PROPERTY, PLANT & EQUIPMENT
SDG&E$552$555
SoCalGas468459
Sempra Infrastructure182166
All other21
Total$1,204$1,181
March 31, 2022December 31, 2021
ASSETS
SDG&E$24,835$24,058
SoCalGas21,20520,324
Sempra Texas Utilities13,21813,047
Sempra Infrastructure14,43514,408
All other2,4301,399
Intersegment receivables(1,201)(1,191)
Total$74,922$72,045
EQUITY METHOD AND OTHER INVESTMENTS
Sempra Texas Utilities$13,218$13,047
Sempra Infrastructure1,5721,425
Total$14,790$14,472

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