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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 September 30,Nine months ended September 30,
2022202120222021
(unaudited)
REVENUES
Utilities:
Natural gas$1,587$1,255$5,611$4,310
Electric1,3571,3053,6633,529
Energy-related businesses6734531,7101,174
Total revenues3,6173,01310,9849,013
EXPENSES AND OTHER INCOME
Utilities:
Cost of natural gas(505)(282)(1,835)(892)
Cost of electric fuel and purchased power(307)(312)(763)(828)
Energy-related businesses cost of sales(340)(220)(764)(448)
Operation and maintenance(1,206)(1,073)(3,454)(3,098)
Aliso Canyon litigation and regulatory matters(122)(1,571)(259)(1,571)
Depreciation and amortization(506)(471)(1,500)(1,376)
Franchise fees and other taxes(162)(151)(474)(442)
Other (expense) income, net(40)(55)(3)52
Interest income18165850
Interest expense(282)(259)(796)(776)
Income (loss) before income taxes and equity earnings165(1,365)1,194(316)
Income tax (expense) benefit(21)342(435)45
Equity earnings4173911,1181,022
Net income (loss)561(632)1,877751
Earnings attributable to noncontrolling interests(65)(5)(187)(48)
Preferred dividends(11)(11)(33)(52)
Preferred dividends of subsidiary——(1)(1)
Earnings (losses) attributable to common shares$485$(648)$1,656$650
Basic EPS:
Earnings (losses)$1.54$(2.03)$5.25$2.10
Weighted-average common shares outstanding314,724319,144315,301309,350
Diluted EPS:
Earnings (losses)$1.53$(2.03)$5.23$2.09
Weighted-average common shares outstanding316,087319,144316,457310,854

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 September 30, 2022 and 2021
2022:
Net income$517$(21)$496$65$561
Other comprehensive income (loss):
Foreign currency translation adjustments———(1)(1)
Financial instruments60(15)452166
Pension and other postretirement benefits2—2—2
Total other comprehensive income62(15)472067
Comprehensive income$579$(36)$543$85$628
2021:
Net (loss) income$(979)$342$(637)$5$(632)
Other comprehensive income (loss):
Foreign currency translation adjustments(4)—(4)(2)(6)
Financial instruments38(9)29—29
Pension and other postretirement benefits(7)2(5)—(5)
Total other comprehensive income (loss)27(7)20(2)18
Comprehensive (loss) income$(952)$335$(617)$3$(614)
Nine months ended September 30, 2022 and 2021
2022:
Net income$2,125$(435)$1,690$187$1,877
Other comprehensive income (loss):
Foreign currency translation adjustments5—5—5
Financial instruments227(56)17156227
Pension and other postretirement benefits15(2)13—13
Total other comprehensive income247(58)18956245
Comprehensive income2,372(493)1,8792432,122
Preferred dividends of subsidiary(1)—(1)—(1)
Comprehensive income, after preferred dividends of subsidiary$2,371$(493)$1,878$243$2,121
2021:
Net income$658$45$703$48$751
Other comprehensive income (loss):
Foreign currency translation adjustments(4)—(4)(2)(6)
Financial instruments145(36)1099118
Pension and other postretirement benefits11(2)9—9
Total other comprehensive income152(38)1147121
Comprehensive income810781755872
Preferred dividends of subsidiary(1)—(1)—(1)
Comprehensive income, after preferred dividends of subsidiary$809$7$816$55$871

See Notes to Condensed Consolidated Financial Statements.

SEMPRA ENERGY
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in millions)
September 30,December 31,
20222021(1)
(unaudited)
ASSETS
Current assets:
Cash and cash equivalents$685$559
Restricted cash4919
Accounts receivable – trade, net1,8172,071
Accounts receivable – other, net371398
Due from unconsolidated affiliates5223
Income taxes receivable9079
Inventories506389
Prepaid expenses333260
Regulatory assets270271
Greenhouse gas allowances10097
Other current assets192209
Total current assets4,4654,375
Other assets:
Restricted cash523
Due from unconsolidated affiliates—637
Regulatory assets2,6412,011
Insurance receivable for Aliso Canyon costs10360
Greenhouse gas allowances758422
Nuclear decommissioning trusts8161,012
Dedicated assets in support of certain benefit plans487567
Deferred income taxes133151
Right-of-use assets – operating leases665594
Investment in Oncor Holdings13,55812,947
Other investments1,8761,525
Goodwill1,6021,602
Other intangible assets350370
Wildfire fund310331
Other long-term assets1,4011,244
Total other assets24,65923,776
Property, plant and equipment:
Property, plant and equipment62,21858,940
Less accumulated depreciation and amortization(15,779)(15,046)
Property, plant and equipment, net46,43943,894
Total assets$75,563$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)
September 30,December 31,
20222021(1)
(unaudited)
LIABILITIES AND EQUITY
Current liabilities:
Short-term debt$1,750$3,471
Accounts payable – trade1,9191,671
Accounts payable – other242178
Dividends and interest payable630563
Accrued compensation and benefits474479
Regulatory liabilities298359
Current portion of long-term debt and finance leases1,005106
Reserve for Aliso Canyon costs1451,980
Greenhouse gas obligations10097
Other current liabilities1,2731,131
Total current liabilities7,83610,035
Long-term debt and finance leases23,83021,068
Deferred credits and other liabilities:
Due to unconsolidated affiliates296287
Regulatory liabilities3,3123,402
Greenhouse gas obligations521225
Pension and other postretirement benefit plan obligations, net of plan assets602687
Deferred income taxes4,3273,477
Asset retirement obligations3,4793,375
Deferred credits and other2,0712,070
Total deferred credits and other liabilities14,60813,523
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; 314 million and 317 million shares outstanding at September 30, 2022 and December 31, 2021, respectively; no par value)12,13811,862
Retained earnings14,12313,548
Accumulated other comprehensive income (loss)(120)(318)
Total Sempra Energy shareholders’ equity27,03025,981
Preferred stock of subsidiary2020
Other noncontrolling interests2,2391,418
Total equity29,28927,419
Total liabilities and equity$75,563$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)
Nine months ended September 30,
20222021
(unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES
Net income$1,877$751
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization1,5001,376
Deferred income taxes and investment tax credits387(159)
Equity earnings(1,118)(1,022)
Foreign currency transaction losses, net1810
Share-based compensation expense4948
Fixed-price contracts and other derivatives200338
Other15770
Reserve for Aliso Canyon costs(1,835)1,525
Net change in other working capital components(267)(186)
Insurance receivable for Aliso Canyon costs35031
Distributions from investments643727
Changes in other noncurrent assets and liabilities, net(506)(528)
Net cash provided by operating activities1,4552,981
CASH FLOWS FROM INVESTING ACTIVITIES
Expenditures for property, plant and equipment(3,540)(3,606)
Expenditures for investments and acquisitions(275)(216)
Purchases of nuclear decommissioning trust assets(530)(729)
Proceeds from sales of nuclear decommissioning trust assets530729
Advances to unconsolidated affiliates—(8)
Repayments of advances to unconsolidated affiliates626—
Distributions from investments—365
Other69
Net cash used in investing activities(3,183)(3,456)
CASH FLOWS FROM FINANCING ACTIVITIES
Common dividends paid(1,070)(981)
Preferred dividends paid(22)(77)
Issuances of common stock45
Repurchases of common stock(478)(39)
Issuances of debt (maturities greater than 90 days)6,7111,992
Payments on debt (maturities greater than 90 days) and finance leases(3,365)(2,315)
(Decrease) increase in short-term debt, net(1,438)1,999
Advances from unconsolidated affiliates2840
Proceeds from sales of noncontrolling interests, net1,7327
Purchases of noncontrolling interests—(221)
Distributions to noncontrolling interests(146)—
Contributions from noncontrolling interests15—
Other(35)(13)
Net cash provided by financing activities1,936397
Effect of exchange rate changes on cash, cash equivalents and restricted cash(3)—
Increase (decrease) in cash, cash equivalents and restricted cash205(78)
Cash, cash equivalents and restricted cash, January 1581985
Cash, cash equivalents and restricted cash, September 30$786$907

See Notes to Condensed Consolidated Financial Statements.

SEMPRA ENERGY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
(Dollars in millions)
Nine months ended September 30,
20222021
(unaudited)
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Interest payments, net of amounts capitalized$732$741
Income tax payments, net of refunds241101
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES
Increase in Cameron LNG JV investment for guarantee—22
Repayment of advances from unconsolidated affiliate in lieu of distribution32—
Accrued capital expenditures738572
Increase in finance lease obligations for investment in PP&E3335
Derecognized PP&E for net investment in sales-type lease—44
Increase in ARO for investment in PP&E4933
Issuance of common stock in exchange for NCI and related AOCI—1,373
Common dividends declared but not paid360351
Conversion of mandatory convertible preferred stock—2,258
Preferred dividends declared but not paid2222

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 September 30, 2022
Balance at June 30, 2022$889$12,121$13,998$(167)$26,841$2,212$29,053
Net income49649665561
Other comprehensive income47472067
Share-based compensation expense171717
Dividends declared:
Series C preferred stock ($12.19/share)(11)(11)(11)
Common stock ($1.15/share)(360)(360)(360)
Issuances of common stock111
Repurchases of common stock(2)(2)(2)
Noncontrolling interest activities:
Contributions22
Distributions(40)(40)
Sale111
Balance at September 30, 2022$889$12,138$14,123$(120)$27,030$2,259$29,289
Three months ended September 30, 2021
Balance at June 30, 2021$1,454$10,150$14,291$(444)$25,451$241$25,692
Net (loss) income(637)(637)5(632)
Other comprehensive income (loss)2020(2)18
Share-based compensation expense141414
Dividends declared:
Series C preferred stock ($12.19/share)(11)(11)(11)
Common stock ($1.10/share)(351)(351)(351)
Conversion of series B preferred stock(565)565——
Repurchases of common stock(1)(1)(1)
Noncontrolling interest activities:
Purchases63669(194)(125)
Balance at September 30, 2021$889$10,791$13,292$(418)$24,554$50$24,604

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)
Nine months ended September 30, 2022
Balance at December 31, 2021$889$11,862$13,548$(318)$25,981$1,438$27,419
Net income1,6901,6901871,877
Other comprehensive income18918956245
Share-based compensation expense494949
Dividends declared:
Series C preferred stock ($36.57/share)(33)(33)(33)
Common stock ($3.44/share)(1,081)(1,081)(1,081)
Preferred dividends of subsidiary(1)(1)(1)
Issuances of common stock444
Repurchases of common stock(478)(478)(478)
Noncontrolling interest activities:
Contributions1515
Distributions(146)(146)
Sale70197107091,419
Balance at September 30, 2022$889$12,138$14,123$(120)$27,030$2,259$29,289
Nine months ended September 30, 2021
Balance at December 31, 2020$3,147$7,053$13,673$(500)$23,373$1,561$24,934
Net income70370348751
Other comprehensive income1141147121
Share-based compensation expense484848
Dividends declared:
Series B preferred stock ($3.38/share)(19)(19)(19)
Series C preferred stock ($36.57/share)(33)(33)(33)
Common stock ($3.30/share)(1,031)(1,031)(1,031)
Preferred dividends of subsidiary(1)(1)(1)
Conversion of series A preferred stock(1,693)1,693——
Conversion of series B preferred stock(565)565——
Issuances of common stock555
Repurchases of common stock(39)(39)(39)
Noncontrolling interest activities:
Purchases1,462(32)1,430(1,567)(137)
Sales4415
Balance at September 30, 2021$889$10,791$13,292$(418)$24,554$50$24,604

See Notes to Condensed Consolidated Financial Statements.

SAN DIEGO GAS & ELECTRIC COMPANY
CONDENSED STATEMENTS OF OPERATIONS
(Dollars in millions)
Three months ended September 30,Nine months ended September 30,
2022202120222021
(unaudited)
Operating revenues
Electric$1,360$1,307$3,672$3,534
Natural gas209157741585
Total operating revenues1,5691,4644,4134,119
Operating expenses
Cost of electric fuel and purchased power316324806869
Cost of natural gas6537260159
Operation and maintenance4393891,2561,152
Depreciation and amortization247226730659
Franchise fees and other taxes9793277264
Total operating expenses1,1641,0693,3293,103
Operating income4053951,0841,016
Other income, net1246861
Interest income2—31
Interest expense(113)(104)(333)(307)
Income before income taxes306295822771
Income tax expense(35)(90)(141)(168)
Net income/Earnings attributable to common shares$271$205$681$603

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 September 30, 2022 and 2021
2022:
Net income$306$(35)$271
Other comprehensive income (loss):
Pension and other postretirement benefits1—1
Total other comprehensive income1—1
Comprehensive income$307$(35)$272
2021:
Net income$295$(90)$205
Other comprehensive income (loss):
Pension and other postretirement benefits1—1
Total other comprehensive income1—1
Comprehensive income$296$(90)$206
Nine months ended September 30, 2022 and 2021
2022:
Net income$822$(141)$681
Other comprehensive income (loss):
Pension and other postretirement benefits1—1
Total other comprehensive income1—1
Comprehensive income$823$(141)$682
2021:
Net income$771$(168)$603
Other comprehensive income (loss):
Pension and other postretirement benefits1—1
Total other comprehensive income1—1
Comprehensive income$772$(168)$604

See Notes to Condensed Financial Statements.

SAN DIEGO GAS & ELECTRIC COMPANY
CONDENSED BALANCE SHEETS
(Dollars in millions)
September 30,December 31,
20222021(1)
(unaudited)
ASSETS
Current assets:
Cash and cash equivalents$219$25
Accounts receivable – trade, net792715
Accounts receivable – other, net7978
Income taxes receivable, net269
Inventories129123
Prepaid expenses218174
Regulatory assets252231
Greenhouse gas allowances1313
Other current assets6963
Total current assets1,7971,431
Other assets:
Regulatory assets1,083786
Greenhouse gas allowances142111
Nuclear decommissioning trusts8161,012
Right-of-use assets – operating leases284185
Wildfire fund310331
Other long-term assets165154
Total other assets2,8002,579
Property, plant and equipment:
Property, plant and equipment27,79226,456
Less accumulated depreciation and amortization(6,630)(6,408)
Property, plant and equipment, net21,16220,048
Total assets$25,759$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)
September 30,December 31,
20222021(1)
(unaudited)
LIABILITIES AND EQUITY
Current liabilities:
Short-term debt$—$776
Accounts payable790588
Due to unconsolidated affiliates9397
Interest payable7650
Accrued compensation and benefits130148
Regulatory liabilities2714
Current portion of long-term debt and finance leases48649
Customer deposits3530
Greenhouse gas obligations1313
Asset retirement obligations9786
Other current liabilities342260
Total current liabilities2,0892,111
Long-term debt and finance leases8,5027,581
Deferred credits and other liabilities:
Regulatory liabilities2,2212,302
Greenhouse gas obligations7631
Pension obligation, net of plan assets2425
Deferred income taxes2,4592,275
Asset retirement obligations783804
Deferred credits and other774680
Total deferred credits and other liabilities6,3376,117
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 earnings7,1806,599
Accumulated other comprehensive income (loss)(9)(10)
Total shareholder’s equity8,8318,249
Total liabilities and shareholder's equity$25,759$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)
Nine months ended September 30,
20222021
(unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES
Net income$681$603
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization730659
Deferred income taxes and investment tax credits91133
Other23(1)
Net change in working capital components57(187)
Changes in noncurrent assets and liabilities, net(214)(183)
Net cash provided by operating activities1,3681,024
CASH FLOWS FROM INVESTING ACTIVITIES
Expenditures for property, plant and equipment(1,651)(1,560)
Purchases of nuclear decommissioning trust assets(530)(729)
Proceeds from sales of nuclear decommissioning trust assets530729
Other87
Net cash used in investing activities(1,643)(1,553)
CASH FLOWS FROM FINANCING ACTIVITIES
Common dividends paid(100)—
Issuances of debt (maturities greater than 90 days)1,3951,120
Payments on debt (maturities greater than 90 days) and finance leases(416)(606)
Decrease in short-term debt, net(401)—
Debt issuance costs(9)(8)
Net cash provided by financing activities469506
Increase (decrease) in cash and cash equivalents194(23)
Cash and cash equivalents, January 125262
Cash and cash equivalents, September 30$219$239
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Interest payments, net of amounts capitalized$303$275
Income tax payments, net of refunds6864
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES
Accrued capital expenditures$236$217
Increase in ARO for investment in PP&E118
Increase in finance lease obligations for investment in PP&E1223

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 September 30, 2022
Balance at June 30, 2022$1,660$7,009$(10)$8,659
Net income271271
Other comprehensive income11
Common stock dividends declared ($0.86/share)(100)(100)
Balance at September 30, 2022$1,660$7,180$(9)$8,831
Three months ended September 30, 2021
Balance at June 30, 2021$1,660$6,478$(10)$8,128
Net income205205
Other comprehensive income11
Balance at September 30, 2021$1,660$6,683$(9)$8,334
Nine months ended September 30, 2022
Balance at December 31, 2021$1,660$6,599$(10)$8,249
Net income681681
Other comprehensive income11
Common stock dividends declared ($0.86/share)(100)(100)
Balance at September 30, 2022$1,660$7,180$(9)$8,831
Nine months ended September 30, 2021
Balance at December 31, 2020$1,660$6,080$(10)$7,730
Net income603603
Other comprehensive income11
Balance at September 30, 2021$1,660$6,683$(9)$8,334

See Notes to Condensed Financial Statements.

SOUTHERN CALIFORNIA GAS COMPANY
CONDENSED STATEMENTS OF OPERATIONS
(Dollars in millions)
Three months ended September 30,Nine months ended September 30,
2022202120222021
(unaudited)
Operating revenues$1,385$1,106$4,879$3,738
Operating expenses
Cost of natural gas4412401,577736
Operation and maintenance5905461,7461,574
Aliso Canyon litigation and regulatory matters1221,5712591,571
Depreciation and amortization190180565533
Franchise fees and other taxes6254181163
Total operating expenses1,4052,5914,3284,577
Operating (loss) income(20)(1,485)551(839)
Other expense, net(43)(39)(5)(2)
Interest income3—4—
Interest expense(50)(39)(135)(118)
(Loss) income before income taxes(110)(1,563)415(959)
Income tax benefit (expense)28437(75)335
Net (loss) income(82)(1,126)340(624)
Preferred dividends——(1)(1)
(Losses) earnings attributable to common shares$(82)$(1,126)$339$(625)

See Notes to Condensed Financial Statements.

SOUTHERN CALIFORNIA GAS COMPANY
CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(Dollars in millions)
Pretax amountIncome tax benefit (expense)Net-of-tax amount
(unaudited)
Three months ended September 30, 2022 and 2021
2022:
Net loss$(110)$28$(82)
Other comprehensive income (loss):
Pension and other postretirement benefits1—1
Total other comprehensive income1—1
Comprehensive loss$(109)$28$(81)
2021:
Net loss$(1,563)$437$(1,126)
Other comprehensive income (loss):
Pension and other postretirement benefits1—1
Total other comprehensive income1—1
Comprehensive loss$(1,562)$437$(1,125)
Nine months ended September 30, 2022 and 2021
2022:
Net income$415$(75)$340
Other comprehensive income (loss):
Financial instruments1—1
Pension and other postretirement benefits2—2
Total other comprehensive income3—3
Comprehensive income$418$(75)$343
2021:
Net loss$(959)$335$(624)
Other comprehensive income (loss):
Pension and other postretirement benefits2—2
Total other comprehensive income2—2
Comprehensive loss$(957)$335$(622)

See Notes to Condensed Financial Statements.

SOUTHERN CALIFORNIA GAS COMPANY
CONDENSED BALANCE SHEETS
(Dollars in millions)
September 30,December 31,
20222021(1)
(unaudited)
ASSETS
Current assets:
Cash and cash equivalents$53$37
Accounts receivable – trade, net7101,084
Accounts receivable – other, net7258
Due from unconsolidated affiliates2449
Income taxes receivable, net2523
Inventories293172
Regulatory assets1840
Greenhouse gas allowances7975
Other current assets6761
Total current assets1,3411,599
Other assets:
Regulatory assets1,4811,148
Insurance receivable for Aliso Canyon costs10360
Greenhouse gas allowances578290
Right-of-use assets – operating leases4557
Other long-term assets624627
Total other assets2,7382,482
Property, plant and equipment:
Property, plant and equipment24,42423,104
Less accumulated depreciation and amortization(7,178)(6,861)
Property, plant and equipment, net17,24616,243
Total assets$21,325$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)
September 30,December 31,
20222021(1)
(unaudited)
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Short-term debt$1,227$385
Accounts payable – trade652775
Accounts payable – other177142
Due to unconsolidated affiliates4236
Accrued compensation and benefits212202
Regulatory liabilities271345
Current portion of long-term debt and finance leases31511
Customer deposits1713
Reserve for Aliso Canyon costs1451,980
Greenhouse gas obligations7975
Asset retirement obligations7577
Other current liabilities291271
Total current liabilities3,5034,312
Long-term debt and finance leases5,1754,773
Deferred credits and other liabilities:
Regulatory liabilities1,0911,100
Greenhouse gas obligations407174
Pension obligation, net of plan assets474551
Deferred income taxes1,1971,039
Asset retirement obligations2,6282,505
Deferred credits and other416428
Total deferred credits and other liabilities6,2135,797
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)2,3161,666
Retained earnings4,1243,785
Accumulated other comprehensive income (loss)(28)(31)
Total shareholders’ equity6,4345,442
Total liabilities and shareholders’ equity$21,325$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)
Nine months ended September 30,
20222021
(unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)$340$(624)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization565533
Deferred income taxes and investment tax credits77(467)
Other5147
Reserve for Aliso Canyon costs(1,835)1,525
Net change in working capital components98385
Insurance receivable for Aliso Canyon costs35031
Changes in other noncurrent assets and liabilities, net(408)(393)
Net cash (used in) provided by operating activities(762)1,037
CASH FLOWS FROM INVESTING ACTIVITIES
Expenditures for property, plant and equipment(1,394)(1,417)
Net cash used in investing activities(1,394)(1,417)
CASH FLOWS FROM FINANCING ACTIVITIES
Common dividends paid—(75)
Preferred dividends paid(1)(1)
Equity contribution from Sempra Energy650800
Issuances of debt (maturities greater than 90 days)1,497—
Payments on finance leases(10)(9)
Increase (decrease) in short-term debt, net42(113)
Debt issuance costs(6)—
Net cash provided by financing activities2,172602
Increase in cash and cash equivalents16222
Cash and cash equivalents, January 1374
Cash and cash equivalents, September 30$53$226
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Interest payments, net of amounts capitalized$123$119
Income tax payments, net of refunds—170
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES
Accrued capital expenditures$235$205
Increase (decrease) in ARO for investment in PP&E48(1)
Increase in finance lease obligations for investment in PP&E2112

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 September 30, 2022
Balance at June 30, 2022$22$1,816$4,206$(29)$6,015
Net loss(82)(82)
Other comprehensive income11
Dividends declared:
Preferred stock ($0.38/share)——
Equity contribution from Sempra Energy500500
Balance at September 30, 2022$22$2,316$4,124$(28)$6,434
Three months ended September 30, 2021
Balance at June 30, 2021$22$866$4,713$(30)$5,571
Net loss(1,126)(1,126)
Other comprehensive income11
Dividends declared:
Preferred stock ($0.38/share)——
Equity contribution from Sempra Energy800800
Balance at September 30, 2021$22$1,666$3,587$(29)$5,246
Nine months ended September 30, 2022
Balance at December 31, 2021$22$1,666$3,785$(31)$5,442
Net income340340
Other comprehensive income33
Dividends declared:
Preferred stock ($1.13/share)(1)(1)
Equity contribution from Sempra Energy650650
Balance at September 30, 2022$22$2,316$4,124$(28)$6,434
Nine months ended September 30, 2021
Balance at December 31, 2020$22$866$4,287$(31)$5,144
Net loss(624)(624)
Other comprehensive income22
Dividends declared:
Preferred stock ($1.13/share)(1)(1)
Common stock ($0.82/share)(75)(75)
Equity contribution from Sempra Energy800800
Balance at September 30, 2021$22$1,666$3,587$(29)$5,246

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 September 30, 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

Cash equivalents are highly liquid investments with original maturities of three months or less at the date of purchase.

Restricted cash includes:

▪for Sempra Infrastructure, funds fully drawn against Gazprom’s letters of credit, including draws associated with its LNG storage and regasification agreement that we discuss in Note 11, and funds denominated in Mexican pesos to pay for rights-of-way, license fees, permits, topographic surveys and other costs pursuant to trust and debt agreements related to pipeline projects

▪for Parent and other, funds held in a delisting trust for the purpose of purchasing the remaining publicly owned IEnova shares

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.

RECONCILIATION OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH
(Dollars in millions)
September 30, 2022December 31, 2021
Cash and cash equivalents$685$559
Restricted cash, current4919
Restricted cash, noncurrent523
Total cash, cash equivalents and restricted cash on the Condensed Consolidated Statements of Cash Flows$786$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. In June 2022, AB 205 was approved establishing, among other things, the 2022 California Arrearage Payment Program. SDG&E and SoCalGas have applied for funding from this program on behalf of their residential customers with past due balances and, if approved, may receive up to $51 million and $59 million, respectively, of such funding in the first quarter of 2023.

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.

CHANGES IN ALLOWANCES FOR CREDIT LOSSES
(Dollars in millions)
20222021
Sempra:
Allowances for credit losses at January 1$136$138
Provisions for expected credit losses11196
Write-offs(57)(28)
Allowances for credit losses at September 30$190$206
SDG&E:
Allowances for credit losses at January 1$66$69
Provisions for expected credit losses5130
Write-offs(30)(16)
Allowances for credit losses at September 30$87$83
SoCalGas:
Allowances for credit losses at January 1$69$68
Provisions for expected credit losses5864
Write-offs(27)(12)
Allowances for credit losses at September 30$100$120

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)
September 30,December 31,
20222021
Sempra:
Accounts receivable – trade, net$151$94
Accounts receivable – other, net3739
Other long-term assets23
Total allowances for credit losses$190$136
SDG&E:
Accounts receivable – trade, net$64$42
Accounts receivable – other, net2222
Other long-term assets12
Total allowances for credit losses$87$66
SoCalGas:
Accounts receivable – trade, net$84$51
Accounts receivable – other, net1517
Other long-term assets11
Total allowances for credit losses$100$69

As we discuss below in “Transactions with Affiliates,” we had a loan due from an unconsolidated affiliate that was paid in full in July 2022. At December 31, 2021, $1 million of expected credit losses are 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 September 30, 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 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 September 30, 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
September 30, 2022December 31, 2021September 30, 2022December 31, 2021September 30, 2022December 31, 2021
Natural gas$249$164$1$—$214$114
LNG3227————
Materials and supplies2251981281237958
Total$506$389$129$123$293$172

NOTE RECEIVABLE

In November 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 September 30, 2022 and December 31, 2021, Other Long-Term Assets includes $312 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.

WILDFIRE FUND

In July 2019, the Wildfire Legislation was signed into law to address certain issues related to catastrophic wildfires in the State of California and their impact on electric IOUs. We discuss the Wildfire Legislation further in Note 1 of the Notes to Consolidated Financial Statements in the Annual Report.

In August 2022, the OEIS approved SDG&E’s 2022 Wildfire Mitigation Plan, which is effective until the OEIS approves a new plan.

SDG&E submitted its request to the OEIS for its annual wildfire safety certification in September 2022. OEIS has until December 2022 to issue the certification or provide written notice explaining why additional time is needed. SDG&E’s existing safety certification remains valid until this pending request is resolved.

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 September 30,Nine months ended September 30,
2022202120222021
Sempra$65$52$182$166
SDG&E30248482
SoCalGas19185449

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 September 30, 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 $1,200 million and $1,217 million at September 30, 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

Oncor Holdings is a VIE. 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 $13,558 million at September 30, 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 $766 million at September 30, 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 $983 million and $632 million of assets at September 30, 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 $677 million and $455 million of liabilities at September 30, 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, IEnova and TotalEnergies SE have provided guarantees for 83.4% and 16.6%, respectively, of the loan facility supporting construction of the liquefaction facility.

PENSION AND OTHER POSTRETIREMENT BENEFITS

Net Periodic Benefit Cost

The following tables provide the components of net periodic benefit cost. The components of net periodic benefit cost, other than the service cost component, are included in the Other (Expense) Income, Net, table below.

NET PERIODIC BENEFIT COST – SEMPRA
(Dollars in millions)
Pension benefitsOther postretirement benefits
Three months ended September 30,
2022202120222021
Service cost$27$36$4$6
Interest cost292877
Expected return on assets(46)(44)(16)(14)
Amortization of:
Prior service cost (credit)33(1)(1)
Actuarial loss (gain)812(4)(3)
Net periodic benefit cost (credit)2135(10)(5)
Regulatory adjustments8773105
Total expense recognized$108$108$—$—
Nine months ended September 30,
2022202120222021
Service cost$110$109$17$17
Interest cost88842121
Expected return on assets(137)(130)(48)(44)
Amortization of:
Prior service cost (credit)88(2)(2)
Actuarial loss (gain)1934(11)(7)
Settlement charges—7——
Net periodic benefit cost (credit)88112(23)(15)
Regulatory adjustments84662315
Total expense recognized$172$178$—$—
NET PERIODIC BENEFIT COST – SDG&E
(Dollars in millions)
Pension benefitsOther postretirement benefits
Three months ended September 30,
2022202120222021
Service cost$8$9$1$2
Interest cost7611
Expected return on assets(13)(11)(2)(2)
Amortization of:
Actuarial loss (gain)—1(1)(1)
Net periodic benefit cost (credit)25(1)—
Regulatory adjustments24211—
Total expense recognized$26$26$—$—
Nine months ended September 30,
2022202120222021
Service cost$28$26$4$4
Interest cost201844
Expected return on assets(35)(36)(7)(7)
Amortization of:
Actuarial loss (gain)12(2)(2)
Net periodic benefit cost (credit)1410(1)(1)
Regulatory adjustments263011
Total expense recognized$40$40$—$—
NET PERIODIC BENEFIT COST – SOCALGAS
(Dollars in millions)
Pension benefitsOther postretirement benefits
Three months ended September 30,
2022202120222021
Service cost$16$23$3$5
Interest cost201955
Expected return on assets(30)(27)(13)(12)
Amortization of:
Prior service cost (credit)22(1)(1)
Actuarial loss (gain)68(3)(2)
Net periodic benefit cost (credit)1425(9)(5)
Regulatory adjustments635295
Total expense recognized$77$77$—$—
Nine months ended September 30,
2022202120222021
Service cost$72$73$13$13
Interest cost61591616
Expected return on assets(94)(85)(40)(36)
Amortization of:
Prior service cost (credit)66(2)(2)
Actuarial loss (gain)1427(9)(5)
Net periodic benefit cost (credit)5980(22)(14)
Regulatory adjustments58362214
Total expense recognized$117$116$—$—

DEDICATED ASSETS IN SUPPORT OF CERTAIN BENEFITS PLANS

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 $487 million and $567 million at September 30, 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 September 30,Nine months ended September 30,
2022202120222021
Numerator:
Earnings (losses) attributable to common shares$485$(648)$1,656$650
Denominator:
Weighted-average common shares outstanding for basic EPS(1)314,724319,144315,301309,350
Dilutive effect of stock options and RSUs(2)(3)1,363—1,156797
Dilutive effect of mandatory convertible preferred stock———707
Weighted-average common shares outstanding for diluted EPS316,087319,144316,457310,854
EPS:
Basic$1.54$(2.03)$5.25$2.10
Diluted$1.53$(2.03)$5.23$2.09

(1) Includes 401 and 451 fully vested RSUs held in our Deferred Compensation Plan for the three months ended September 30, 2022 and 2021, respectively, and 402 and 453 of such RSUs for the nine months ended September 30, 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.

(2) In the three months ended September 30, 2021, the total weighted-average number of potentially dilutive stock options and RSUs was 699. However, these securities were not included in the computation of EPS because to do so would have decreased loss per share.

(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 and nine months ended September 30, 2022 excludes no potentially dilutive shares and 115,376 potentially dilutive shares, respectively, and the computation of diluted EPS for the three months and nine months ended September 30, 2021 excludes 147,840 and 240,654 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 all of our series A preferred stock into common stock on January 15, 2021 and all of our series B preferred stock into common stock on July 15, 2021. The computation of diluted EPS for the three months and nine months ended September 30, 2021 excludes 639,733 and 3,037,812 potentially dilutive shares, respectively.

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, after 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 September 30, 2022 and 2021
Sempra:
Balance at June 30, 2022$(65)$(30)$(72)$(167)
OCI before reclassifications—40—40
Amounts reclassified from AOCI—527
Net OCI—45247
Balance at September 30, 2022$(65)$15$(70)$(120)
Balance at June 30, 2021$(88)$(265)$(91)$(444)
OCI before reclassifications(2)—15(8)7
Amounts reclassified from AOCI—16319
Net OCI(2)—31(5)26
Balance at September 30, 2021$(88)$(234)$(96)$(418)
SDG&E:
Balance at June 30, 2022$(10)$(10)
Amounts reclassified from AOCI11
Net OCI11
Balance at September 30, 2022$(9)$(9)
Balance at June 30, 2021$(10)$(10)
Amounts reclassified from AOCI11
Net OCI11
Balance at September 30, 2021$(9)$(9)
SoCalGas:
Balance at June 30, 2022$(12)$(17)$(29)
Amounts reclassified from AOCI—11
Net OCI—11
Balance at September 30, 2022$(12)$(16)$(28)
Balance at June 30, 2021$(13)$(17)$(30)
Amounts reclassified from AOCI—11
Net OCI—11
Balance at September 30, 2021$(13)$(16)$(29)

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

(2) Total AOCI includes $4 of foreign currency translation adjustments and $2 of financial instruments associated with the IEnova cash tender offer, which we discuss below in “Other Noncontrolling Interests – Sempra Infrastructure.” This transaction did not impact the Condensed Consolidated Statement of Comprehensive Income (Loss).

CHANGES IN ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) BY COMPONENT**(1)** (CONTINUED)
(Dollars in millions)
Foreign currency translation adjustmentsFinancial instrumentsPension and other postretirement benefitsTotal accumulated other comprehensive income (loss)
Nine months ended September 30, 2022 and 2021
Sempra:
Balance at December 31, 2021$(79)$(156)$(83)$(318)
OCI before reclassifications41517162
Amounts reclassified from AOCI(2)1020636
Net OCI(2)1417113198
Balance at September 30, 2022$(65)$15$(70)$(120)
Balance at December 31, 2020$(64)$(331)$(105)$(500)
OCI before reclassifications(3)(24)52(3)25
Amounts reclassified from AOCI—451257
Net OCI(3)(24)97982
Balance at September 30, 2021$(88)$(234)$(96)$(418)
SDG&E:
Balance at December 31, 2021$(10)$(10)
Amounts reclassified from AOCI11
Net OCI11
Balance at September 30, 2022$(9)$(9)
Balance at December 31, 2020$(10)$(10)
Amounts reclassified from AOCI11
Net OCI11
Balance at September 30, 2021$(9)$(9)
SoCalGas:
Balance at December 31, 2021$(13)$(18)$(31)
Amounts reclassified from AOCI123
Net OCI123
Balance at September 30, 2022$(12)$(16)$(28)
Balance at December 31, 2020$(13)$(18)$(31)
Amounts reclassified from AOCI—22
Net OCI—22
Balance at September 30, 2021$(13)$(16)$(29)

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

(2) Total AOCI includes $9 of foreign currency translation adjustments associated with sale of NCI to ADIA, which we discuss below in “Other Noncontrolling Interests – Sempra Infrastructure.” This transaction did not impact the Condensed Consolidated Statement of Comprehensive Income (Loss).

(3) Total AOCI includes $(20) of foreign currency translation adjustments and $(12) of financial instruments associated with the IEnova exchange offer and cash tender offer, which we discuss below in “Other Noncontrolling Interests – Sempra Infrastructure.” These transactions did not impact the Condensed Consolidated Statement of Comprehensive Income (Loss).

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 September 30,
20222021
Sempra:
Financial instruments:
Interest rate instruments$2$(1)Interest Expense
Interest rate instruments119Equity Earnings(1)
Interest rate and foreign exchange instruments35Other (Expense) Income, Net
Total, before income tax623
(2)(7)Income Tax (Expense) Benefit
Total, net of income tax416
1—Earnings Attributable to Noncontrolling Interests
Total, net of income tax and after NCI$5$16
Pension and other postretirement benefits(2):
Amortization of actuarial loss$2$3Other (Expense) Income, Net
Amortization of prior service cost11Other (Expense) Income, Net
Total, before income tax34
(1)(1)Income Tax (Expense) Benefit
Total, net of income tax$2$3
Total reclassifications for the period, net of income tax and after NCI$7$19
SDG&E:
Pension and other postretirement benefits(2):
Amortization of actuarial loss$1$—Other Income, Net
Amortization of prior service cost—1Other Income, Net
Total reclassifications for the period, net of income tax$1$1
SoCalGas:
Pension and other postretirement benefits(2):
Amortization of actuarial loss$—$1Other Expense, Net
Amortization of prior service cost1—Other Expense, Net
Total reclassifications for the period, net of income tax$1$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).

RECLASSIFICATIONS OUT OF ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (CONTINUED)
(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
Nine months ended September 30,
20222021
Sempra:
Foreign currency translation adjustments$1$—Operation and Maintenance
Financial instruments:
Interest rate instruments$1$—Interest Expense
Interest rate instruments2857Equity Earnings(1)
Foreign exchange instruments(2)1Revenues: Energy-Related Businesses
1—Other (Expense) Income, Net
Foreign exchange instruments(1)1Equity Earnings(1)
Interest rate and foreign exchange instruments(1)—Interest Expense
(3)4Other (Expense) Income, Net
Total, before income tax2363
(7)(16)Income Tax (Expense) Benefit
Total, net of income tax1647
4(2)Earnings Attributable to Noncontrolling Interests
Total, net of income tax and after NCI$20$45
Pension and other postretirement benefits(2):
Amortization of actuarial loss$6$6Other (Expense) Income, Net
Amortization of prior service cost33Other (Expense) Income, Net
Settlement charges—7Other (Expense) Income, Net
Total, before income tax916
(3)(4)Income Tax (Expense) Benefit
Total, net of income tax$6$12
Total reclassifications for the period, net of income tax and after NCI$27$57
SDG&E:
Pension and other postretirement benefits(2):
Amortization of actuarial loss$1$—Other Income, Net
Amortization of prior service cost—1Other Income, Net
Total reclassifications for the period, net of income tax$1$1
SoCalGas:
Financial instruments:
Interest rate instruments$1$—Interest Expense
Pension and other postretirement benefits(2):
Amortization of actuarial loss$1$1Other Expense, Net
Amortization of prior service cost11Other Expense, Net
Total, net of income tax$2$2
Total reclassifications for the period, net of income tax$3$2

(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).

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 Series B Preferred Stock

As of July 15, 2021, we had converted, pursuant to either early conversions at the election of the holder or the mandatory conversion of all outstanding shares, all 5,750,000 shares of series B preferred stock into 4,256,720 shares of our common stock and a nominal amount of cash in lieu of fractional share interests, based on a conversion rate of 0.7403 shares of our common stock for each issued and outstanding share of series B preferred stock. As a consequence, no shares of series B preferred stock were outstanding after July 15, 2021 and the 5,750,000 shares that were formerly series B preferred stock have 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
September 30, 2022December 31, 2021September 30, 2022December 31, 2021
Sempra Infrastructure:
SI Partners30.0%20.0%$2,192$1,384
SI Partners subsidiaries(1)0.1 - 16.60.1 - 16.64734
Total Sempra$2,239$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

Sale of NCI in SI Partners to ADIA. On June 1, 2022, Sempra and ADIA consummated the transaction contemplated under a purchase and sale agreement dated December 21, 2021 (the ADIA Purchase Agreement). Pursuant to the ADIA Purchase Agreement, ADIA acquired Class A Units representing a 10% NCI in SI Partners for a purchase price of $1.7 billion. Following the closing of the transaction, Sempra, KKR and ADIA 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 a result of this sale to ADIA, we recorded a $709 million increase in equity held by NCI and an increase in Sempra’s shareholders’ equity of $710 million, net of $12 million in transaction costs and $300 million in tax impacts. Transaction costs include $10 million paid to ADIA for reimbursement of certain expenses that ADIA incurred in connection with closing the transaction.

At the closing of the sale of NCI in SI Partners to ADIA, SI Partners indirectly owned 99.9% of the outstanding shares of IEnova. To the extent we acquire additional shares of IEnova after the closing, such additional shares will be acquired by SI Partners, and KKR and ADIA will provide 20% and 10%, respectively, of the funding.

At the closing, KKR and ADIA (the Minority Partners) and Sempra entered into a second amended and restated agreement of limited partnership of SI Partners (the Amended LP Agreement), which governs their respective rights and obligations in respect of their ownership of SI Partners. Under the Amended LP Agreement, matters are decided generally by majority vote and the managers designated by Sempra, KKR and ADIA each, as a group, have voting power equivalent to the ownership percentage of their respective designating limited partner. Sempra maintains control of SI Partners. However, SI Partners and its controlled subsidiaries are 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 subset 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. In May 2021, we acquired 381,015,194 publicly owned shares of IEnova in exchange for 12,306,777 newly issued shares of our common stock upon completion of our exchange offer launched in the U.S. and Mexico, which increased our ownership interest in IEnova from 70.2% to 96.4%. We acquired the IEnova shares at an exchange ratio of 0.0323 shares of our common stock for each one IEnova share. In connection with the exchange offer, we recorded a $1.4 billion decrease in equity held by NCI and an increase in Sempra’s shareholders’ equity of $1.4 billion, net of $12 million in transactions costs.

In September 2021, we acquired 51,014,545 publicly owned shares of IEnova for 4.0 billion Mexican pesos (approximately $202 million in U.S. dollars) in cash upon completion of our tender offer launched in the U.S. and Mexico in August 2021, which increased our ownership interest in IEnova from 96.4% to 99.9%. We acquired these IEnova shares at a price of 78.97 Mexican pesos per share (approximately $3.95 per share in U.S. dollars). In connection with the cash tender offer, we recorded a $188 million decrease in equity held by NCI and a decrease in Sempra’s shareholders’ equity of $14 million, including $1 million in transaction costs.

As a result of the increase in our ownership interest in IEnova, we recorded an increase in Sempra’s shareholders’ equity of $84 million offset by a deferred income tax asset related to the outside basis difference in IEnova’s shares.

Following the exchange offer we completed in May 2021 and the cash tender offer we 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 acquired 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 October 31, 2022, an aggregate of 861,439 of the remaining publicly owned IEnova shares had been acquired by such trust.

In July 2021, Sempra Infrastructure acquired the remaining 17.5% interest held by NCI in ICM Ventures Holdings B.V. for $7 million.

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)
September 30, 2022December 31, 2021
Sempra:
Tax sharing arrangement with Oncor Holdings$41$18
Various affiliates115
Total due from unconsolidated affiliates – current$52$23
Sempra Infrastructure – IMG – Note due March 15, 2022, net of allowance for credit losses of $1 at December 31, 2021(1)$—$637
Total due from unconsolidated affiliates – noncurrent$—$637
Sempra Infrastructure(2):
TAG Pipelines Norte, S. de R.L. de C.V.:
5.5% Note due January 9, 2024$(39)$(69)
5.5% Note due January 14, 2025(22)(21)
5.5% Note due July 16, 2025(21)(20)
5.5% Note due January 14, 2026(18)—
5.5% Note due July 14, 2026(11)—
TAG – 5.74% Note due December 17, 2029(185)(177)
Total due to unconsolidated affiliates – noncurrent$(296)$(287)
SDG&E:
Sempra$(64)$(40)
SoCalGas(24)(48)
Various affiliates(5)(9)
Total due to unconsolidated affiliates – current$(93)$(97)
Income taxes due from Sempra(3)$37$19
SoCalGas:
SDG&E$24$48
Various affiliates—1
Total due from unconsolidated affiliates – current$24$49
Sempra$(42)$(36)
Total due to unconsolidated affiliates – current$(42)$(36)
Income taxes due from Sempra(3)$9$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 (8.06% at December 31, 2021). At December 31, 2021, $2 of accrued interest receivable is included in Due from Unconsolidated Affiliates – Current. In March 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 adjusted 1-month Secured Overnight Financing Rate plus 180 bps and extended the maturity date to March 15, 2023. In July 2022, this note receivable was paid in full.

(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. Amounts include current and noncurrent income taxes due to/from Sempra.

The following table summarizes income statement information from unconsolidated affiliates.

INCOME STATEMENT IMPACT FROM UNCONSOLIDATED AFFILIATES
(Dollars in millions)
Three months ended September 30,Nine months ended September 30,
2022202120222021
Sempra:
Revenues$10$7$32$22
Cost of sales———11
Interest income2111638
Interest expense441211
SDG&E:
Revenues$4$3$12$7
Cost of sales17206775
SoCalGas:
Revenues$24$24$73$72
Cost of sales(1)(1)(2)(5)1

(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 (EXPENSE) INCOME, NET

Other (expense) income, net, consists of the following:

OTHER (EXPENSE) INCOME, NET
(Dollars in millions)
Three months ended September 30,Nine months ended September 30,
2022202120222021
Sempra:
Allowance for equity funds used during construction$35$31$104$103
Investment (losses) gains, net(1)(13)—(60)28
(Losses) gains on interest rate and foreign exchange instruments, net(3)(3)2(26)
Foreign currency transaction gains (losses), net(2)4(17)(18)(10)
Non-service components of net periodic benefit cost(77)(66)(45)(52)
Interest on regulatory balancing accounts, net72125
Sundry, net7(2)24
Total$(40)$(55)$(3)$52
SDG&E:
Allowance for equity funds used during construction$22$18$64$63
Non-service components of net periodic benefit cost(17)(15)(8)(10)
Interest on regulatory balancing accounts, net5295
Sundry, net2(1)33
Total$12$4$68$61
SoCalGas:
Allowance for equity funds used during construction$14$13$40$36
Non-service components of net periodic benefit cost(58)(49)(32)(30)
Interest on regulatory balancing accounts, net2—3—
Sundry, net(1)(3)(16)(8)
Total$(43)$(39)$(5)$(2)

(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 in the nine months ended September 30, 2022 and losses of $18 and $13 in the three months and nine months ended September 30, 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 (BENEFIT) AND EFFECTIVE INCOME TAX RATES
(Dollars in millions)
Three months ended September 30,Nine months ended September 30,
2022202120222021
Sempra:
Income tax expense (benefit)$21$(342)$435$(45)
Income (loss) before income taxes and equity earnings$165$(1,365)$1,194$(316)
Equity earnings, before income tax(1)134137436457
Pretax income (loss)$299$(1,228)$1,630$141
Effective income tax rate7%28%27%(32)%
SDG&E:
Income tax expense$35$90$141$168
Income before income taxes$306$295$822$771
Effective income tax rate11%31%17%22%
SoCalGas:
Income tax (benefit) expense$(28)$(437)$75$(335)
(Loss) income before income taxes$(110)$(1,563)$415$(959)
Effective income tax rate25%28%18%35%

(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 or benefit, 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.

In the nine months ended September 30, 2022, 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 September 30, 2022
By major service line:
Utilities$1,383$1,214$19$(29)$2,587
Energy-related businesses——532(13)519
Revenues from contracts with customers$1,383$1,214$551$(42)$3,106
By market:
Gas$175$1,214$379$(30)$1,738
Electric1,208—172(12)1,368
Revenues from contracts with customers$1,383$1,214$551$(42)$3,106
Revenues from contracts with customers$1,383$1,214$551$(42)$3,106
Utilities regulatory revenues186171——357
Other revenues——1468154
Total revenues$1,569$1,385$697$(34)$3,617
Nine months ended September 30, 2022
By major service line:
Utilities$4,134$4,473$67$(85)$8,589
Energy-related businesses——1,281(42)1,239
Revenues from contracts with customers$4,134$4,473$1,348$(127)$9,828
By market:
Gas$664$4,473$948$(75)$6,010
Electric3,470—400(52)3,818
Revenues from contracts with customers$4,134$4,473$1,348$(127)$9,828
Revenues from contracts with customers$4,134$4,473$1,348$(127)$9,828
Utilities regulatory revenues279406——685
Other revenues——4629471
Total revenues$4,413$4,879$1,810$(118)$10,984
DISAGGREGATED REVENUES (CONTINUED)
(Dollars in millions)
SDG&ESoCalGasSempra InfrastructureConsolidating adjustments and Parent and otherSempra
Three months ended September 30, 2021
By major service line:
Utilities$1,369$966$17$(27)$2,325
Energy-related businesses——327(4)323
Revenues from contracts with customers$1,369$966$344$(31)$2,648
By market:
Gas$145$966$235$(26)$1,320
Electric1,224—109(5)1,328
Revenues from contracts with customers$1,369$966$344$(31)$2,648
Revenues from contracts with customers$1,369$966$344$(31)$2,648
Utilities regulatory revenues95140——235
Other revenues——135(5)130
Total revenues$1,464$1,106$479$(36)$3,013
Nine months ended September 30, 2021
By major service line:
Utilities$3,755$3,685$61$(79)$7,422
Energy-related businesses——856(19)837
Revenues from contracts with customers$3,755$3,685$917$(98)$8,259
By market:
Gas$580$3,685$632$(74)$4,823
Electric3,175—285(24)3,436
Revenues from contracts with customers$3,755$3,685$917$(98)$8,259
Revenues from contracts with customers$3,755$3,685$917$(98)$8,259
Utilities regulatory revenues36453——417
Other revenues——352(15)337
Total revenues$4,119$3,738$1,269$(113)$9,013

REVENUES FROM CONTRACTS WITH CUSTOMERS

Remaining Performance Obligations

For contracts greater than one year, at September 30, 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 September 30, 2022.

REMAINING PERFORMANCE OBLIGATIONS**(1)**
(Dollars in millions)
SempraSDG&E
2022 (excluding first nine months of 2022)$100$1
20233844
20243854
20253844
20263824
Thereafter4,52563
Total revenues to be recognized$6,160$80

(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 nine months ended September 30, 2022 or 2021. As we discuss in Note 11, Sempra Infrastructure drew against and fully exhausted Gazprom’s letters of credit in April 2022 due to Gazprom’s non-renewal of such letters of credit as required under its LNG storage and regasification agreement. Sempra Infrastructure recorded a contract liability for the funds drawn from the letters of credit as payments received in advance. Gazprom did not pay its invoices from March 2022 through July 2022, so funds drawn from the letters of credit were used to fully offset such nonpayment, which have been reflected as revenue from performance obligations satisfied during the reporting period.

CONTRACT LIABILITIES
(Dollars in millions)
20222021
Sempra:
Contract liabilities at January 1$(278)$(207)
Revenue from performance obligations satisfied during reporting period12936
Payments received in advance(105)(1)
Contract liabilities at September 30(1)$(254)$(172)
SDG&E:
Contract liabilities at January 1$(83)$(87)
Revenue from performance obligations satisfied during reporting period33
Contract liabilities at September 30(1)$(80)$(84)

(1) Balances at September 30, 2022 include $46 and $4 in Other Current Liabilities and $208 and $76 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)
September 30, 2022December 31, 2021
Sempra:
Accounts receivable – trade, net(1)$1,645$1,886
Accounts receivable – other, net2819
Due from unconsolidated affiliates – current(2)82
Other long-term assets(3)2570
Total$1,706$1,977
SDG&E:
Accounts receivable – trade, net(1)$792$715
Accounts receivable – other, net119
Due from unconsolidated affiliates – current(2)32
Other long-term assets(3)1325
Total$819$751
SoCalGas:
Accounts receivable – trade, net$710$1,084
Accounts receivable – other, net1710
Other long-term assets(3)1245
Total$739$1,139

(1) At September 30, 2022 and December 31, 2021, includes $104 and $24, respectively, of receivables due from customers that were billed on behalf of CCAs, which are not included in revenues.

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

(3) 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)
September 30, 2022December 31, 2021
SDG&E:
Fixed-price contracts and other derivatives$(33)$(50)
Deferred income taxes recoverable in rates217125
Pension and other postretirement benefit plan obligations(32)(7)
Removal obligations(2,175)(2,251)
Environmental costs6162
Sunrise Powerlink fire mitigation122122
Regulatory balancing accounts(1)(2)
Commodity – electric18577
Gas transportation4549
Safety and reliability9367
Public purpose programs(96)(107)
Wildfire mitigation plan316178
Liability insurance premium100110
Other balancing accounts144207
Other regulatory assets, net(2)140119
Total SDG&E(913)(1,299)
SoCalGas:
Deferred income taxes recoverable in rates12244
Pension and other postretirement benefit plan obligations(36)51
Employee benefit costs3131
Removal obligations(606)(627)
Environmental costs3334
Regulatory balancing accounts(1)(2)
Commodity – gas, including transportation(24)(146)
Safety and reliability491339
Public purpose programs(197)(183)
Liability insurance premium2116
Other balancing accounts13542
Other regulatory assets, net(2)167142
Total SoCalGas137(257)
Sempra Infrastructure:
Deferred income taxes recoverable in rates7777
Total Sempra$(699)$(1,479)

(1) At September 30, 2022 and December 31, 2021, the noncurrent portion of regulatory balancing accounts – net undercollected for SDG&E was $541 and $358, respectively, and for SoCalGas was $695 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 GRC

The CPUC uses GRCs to set revenues to allow SDG&E and SoCalGas to recover their reasonable operating costs and to provide the opportunity to realize their authorized rates of return on their investments.

In May 2022, SDG&E and SoCalGas filed their 2024 GRC applications requesting CPUC approval of test year revenue requirements for 2024 and attrition year adjustments for 2025 through 2027. SDG&E and SoCalGas requested revenue requirements for 2024 of $3.0 billion and $4.4 billion, respectively. SDG&E and SoCalGas are proposing post-test year revenue requirement changes using various mechanisms that are estimated to result in annual increases of approximately 8% to 11% at SDG&E and approximately 6% to 8% at SoCalGas. In October 2022, the CPUC issued a scoping ruling that set a schedule for the proceeding, including the expected issuance of a proposed decision in the second quarter of 2024. SDG&E and SoCalGas expect the final decision will be effective retroactive to January 1, 2024. SDG&E expects to submit separate requests in its GRC for review and recovery of its wildfire mitigation plan costs in mid-2023 for costs incurred from 2019 through 2022 and in mid-2024 for costs incurred in 2023.

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 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.

In November 2022, the CPUC approved a proposed decision that found there was an extraordinary event, the CCM will be suspended for 2022 and SDG&E’s current authorized cost of capital for 2022 will be preserved.

Proposed Cost of Capital

In April 2022, SDG&E and SoCalGas each filed applications with the CPUC to update their cost of capital, as modified by an update to the cost of their long-term debt submitted in September 2022 (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 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%4.05%1.86%Long-Term Debt45.60%4.07%1.86%
———Preferred Equity0.406.000.02
54.0010.555.70Common Equity54.0010.755.81
100.00%7.56%100.00%7.69%

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, which were undertaken by SoCalGas following a CPUC decision disallowing SoCalGas’ future engagement in advocacy around such EE codes and standards. In March 2022, the CPUC issued a final decision that found that SoCalGas did undertake prohibited EE codes and standards advocacy activities using ratepayer funds. The final decision imposed 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 advocacy activities until SoCalGas demonstrates policies, practices and procedures that adhere to the CPUC’s intent for codes and standards advocacy.

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 activities 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 2022, the CPUC issued a final decision that found there were violations of certain legal principles and imposed a financial penalty of $150,000.

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 nine months ended September 30, 2022 and 2021, Sempra contributed $256 million and $151 million, respectively, to Oncor Holdings, and Oncor Holdings distributed $255 million and $239 million, respectively, to Sempra. Additionally, in the nine months ended September 30, 2021, Oncor Holdings distributed a $361 million return of investment 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 September 30,Nine months ended September 30,
2022202120222021
Operating revenues$1,438$1,286$3,980$3,572
Operating expenses(929)(866)(2,734)(2,531)
Income from operations5094201,2461,041
Interest expense(115)(104)(331)(308)
Income tax expense(70)(54)(164)(124)
Net income315255732587
Noncontrolling interest held by Texas Transmission Investment LLC(62)(51)(146)(118)
Earnings attributable to Sempra(1)253204586469

(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 nine months ended September 30, 2022, Sempra Infrastructure contributed $19 million to Cameron LNG JV. In the nine months ended September 30, 2022 and 2021, Cameron LNG JV distributed to Sempra Infrastructure $388 million and $496 million, respectively, of which $165 million relates to the 2021 distribution from Cameron LNG JV’s SDSRA that we discuss below.

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 September 30, 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 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 September 30, 2022, the fair value of the Support Agreement was $16 million, of which $7 million is included in Other Current Assets and $9 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 nine months ended September 30, 2021, ESJ distributed a $4 million return of investment to IEnova.

TAG

In the nine months ended September 30, 2022, TAG distributed $32 million to Sempra Infrastructure.

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 September 30, 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)
September 30, 2022
BorrowerExpiration date of facilityTotal facilityCommercial paper outstandingAmounts outstandingAvailable unused credit
SempraMay 2024$3,185$(161)$—$3,024
SempraMay 20241,250——1,250
SDG&EMay 20241,500——1,500
SoCalGasMay 2024750(427)—323
SI PartnersNovember 20241,000——1,000
IEnovaSeptember 2023350—(295)55
IEnovaFebruary 20241,500——1,500
Total$9,535$(588)$(295)$8,652

In October 2022, Sempra, SDG&E and SoCalGas each entered into a separate five-year credit facility all expiring in October 2027. The credit facilities permit borrowings of up to $4.0 billion by Sempra, $1.5 billion by SDG&E and $1.2 billion by SoCalGas. The credit facilities replace Sempra’s $3.19 billion credit facility and $1.25 billion credit facility, SDG&E’s $1.5 billion credit facility and SoCalGas’ $750 million credit facility, which were set to expire in 2024. The principal terms of these primary committed lines of credit include the following:

▪Each facility has a syndicate of 23 lenders. No single lender has greater than a 6% share in any facility.

▪Sempra’s, SDG&E’s and SoCalGas’ facilities provide for the issuance of $200 million, $100 million and $150 million, respectively, of letters of credit. Subject to obtaining commitments from existing or new lenders and satisfaction of other specified conditions, Sempra, SDG&E and SoCalGas each has the right to increase its letter of credit commitment to up to $500 million, $250 million and $250 million, respectively.

▪Borrowings bear interest at a benchmark rate plus a margin that varies with the borrower’s credit rating.

▪Each borrower 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 September 30, 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 September 30, 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 $320 million at September 30, 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)
September 30, 2022
BorrowerExpiration date of facilityBorrowing denominationTotal facilityAmounts outstandingAvailable unused credit
ECA LNG Phase 1(1)August 2023U.S. dollars or Mexican pesos$200$(17)$183
IEnova(2)October 2023U.S. dollars100(50)50
IEnovaOctober 2023U.S. dollars or Mexican pesos20—20
Total$320$(67)$253

(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 September 30, 2022, we had $623 million in standby letters of credit outstanding under these agreements.

UNCOMMITTED LETTERS OF CREDIT
(Dollars in millions)
September 30, 2022
Expiration date rangeUncommitted letters of credit outstanding
SDG&EJanuary 2023 to May 2023$15
SoCalGasNovember 2022 to October 202320
Sempra InfrastructureOctober 2022 to October 2043402
Parent and otherNovember 2022 to November 2023186
Total$623

Term Loan

In July 2022, SoCalGas entered into an $800 million, 364-day term loan agreement with a maturity date of July 6, 2023. In August 2022, SoCalGas borrowed $800 million, net of negligible debt issuance costs, under the term loan agreement. The borrowing bears interest at benchmark rates plus 70 bps and is due in full upon maturity. SoCalGas used the proceeds for payment of a portion of the costs relating to litigation pertaining to the Leak.

Weighted-Average Interest Rates

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

WEIGHTED-AVERAGE INTEREST RATES
September 30, 2022December 31, 2021
Sempra3.69%0.60%
SDG&E—0.65
SoCalGas3.530.21

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 the net proceeds for general corporate purposes and repayment of commercial paper.

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 borrowed $200 million in the three months ended March 31, 2022 and an additional $200 million in the three months ended June 30, 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 and for general corporate purposes.

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 the net proceeds for repayment of commercial paper and its 364-day term loan and 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 the net proceeds for repayment of commercial paper and general corporate purposes.

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 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 external lenders for an aggregate principal amount of up to $1.5 billion. Sempra, IEnova and TotalEnergies SE provided guarantees for repayment of the loans plus accrued and unpaid interest based on their proportionate ownership interest in ECA LNG Phase 1 of 41.7%, 41.7% and 16.6%, respectively. In July 2022, ECA LNG Phase 1 replaced Sempra with IEnova as the guarantor and replaced two of the nine external lenders and their combined principal commitment of $203 million (of which $64 million was outstanding and repaid) with a shareholder loan from IEnova, thereby reducing the syndicate to seven external lenders and reducing the aggregate principal amount of borrowing capacity from external lenders to $1.3 billion. At September 30, 2022 and December 31, 2021, $455 million and $341 million, respectively, of borrowings from external lenders were outstanding under the loan agreement, with a weighted-average interest rate of 6.54% and 2.93%, respectively.

IEnova Pipelines

In September 2022, Sempra Infrastructure used proceeds from borrowings against IEnova’s committed and uncommitted lines of credit to fully repay $141 million of outstanding principal plus accrued and unpaid interest on the IEnova Pipelines variable-rate loans prior to scheduled maturity dates through 2026, and recognized approximately $2 million ($1 million after tax and NCI) in charges associated with the write-off of acquisition-related fair value adjustments offset by a hedge termination benefit.

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 derivatives and SDG&E uses electricity derivatives, for the benefit of customers, with the objective of managing price risk and basis risk, 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 Natural Gas or in Cost of Electric Fuel and Purchased Power.

▪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.

▪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 measureSeptember 30, 2022December 31, 2021
Sempra:
Natural gasMMBtu222184
ElectricityMWh—1
Congestion revenue rightsMWh4745
SDG&E:
Natural gasMMBtu137
ElectricityMWh—1
Congestion revenue rightsMWh4745
SoCalGas:
Natural gasMMBtu196201

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)
September 30, 2022December 31, 2021
Notional debtMaturitiesNotional debtMaturities
Sempra:
Cash flow hedges$2972022-2034$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)
September 30, 2022December 31, 2021
Notional amountMaturitiesNotional amountMaturities
Sempra:
Cross-currency swaps$3062022-2023$3062022-2023
Other foreign currency derivatives1352022-20241062022-2023

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)
September 30, 2022
Other current assetsOther long-term assetsOther current liabilitiesDeferred credits and other
Sempra:
Derivatives designated as hedging instruments:
Interest rate instruments$5$38$—$—
Foreign exchange instruments—1(2)—
Interest rate and foreign exchange instruments——(117)—
Derivatives not designated as hedging instruments:
Commodity contracts not subject to rate recovery200103(202)(102)
Associated offsetting commodity contracts(190)(41)19041
Commodity contracts subject to rate recovery3125(20)(8)
Associated offsetting commodity contracts(3)(3)33
Net amounts presented on the balance sheet43123(148)(66)
Additional cash collateral for commodity contracts not subject to rate recovery80———
Additional cash collateral for commodity contracts subject to rate recovery39———
Total(1)$162$123$(148)$(66)
SDG&E:
Derivatives not designated as hedging instruments:
Commodity contracts subject to rate recovery$30$25$(3)$(7)
Associated offsetting commodity contracts(3)(3)33
Net amounts presented on the balance sheet2722—(4)
Additional cash collateral for commodity contracts subject to rate recovery37———
Total(1)$64$22$—$(4)
SoCalGas:
Derivatives not designated as hedging instruments:
Commodity contracts subject to rate recovery$1$—$(17)$(1)
Net amounts presented on the balance sheet1—(17)(1)
Additional cash collateral for commodity contracts subject to rate recovery2———
Total$3$—$(17)$(1)

(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 (loss) gain reclassified from AOCI into earnings
Three months ended September 30,Three months ended September 30,
20222021Location20222021
Sempra:
Interest rate instruments$4$7Interest Expense$(2)$1
Interest rate instruments683Equity Earnings(1)(1)(19)
Foreign exchange instruments25Revenues: Energy- Related Businesses——
Foreign exchange instruments13Equity Earnings(1)——
Interest rate and foreign exchange instruments—(3)Other (Expense) Income, Net(3)(5)
Total$75$15$(6)$(23)
Nine months ended September 30,Nine months ended September 30,
20222021Location20222021
Sempra:
Interest rate instruments$39$27Interest Expense$(1)$—
Interest rate instruments21254Equity Earnings(1)(28)(57)
Foreign exchange instruments(1)7Revenues: Energy- Related Businesses2(1)
Other (Expense) Income, Net(1)—
Foreign exchange instruments(1)5Equity Earnings(1)1(1)
Interest rate and foreign exchange instruments13(2)Interest Expense1—
Other (Expense) Income, Net3(4)
Total$262$91$(23)$(63)
SoCalGas:
Interest rate instruments$—$—Interest Expense$(1)$—

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

For Sempra, we expect that net gains before NCI of $24 million, which are net of income tax expense, that are currently recorded in AOCI (with net gains of $16 million attributable to 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 September 30, 2022 is approximately 12 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 17 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 September 30,Nine months ended September 30,
Location2022202120222021
Sempra:
Commodity contracts not subject to rate recoveryRevenues: Energy-Related Businesses$(227)$(154)$(455)$(344)
Commodity contracts subject to rate recoveryCost of Natural Gas(11)(26)(15)(24)
Commodity contracts subject to rate recoveryCost of Electric Fuel and Purchased Power1681051
Foreign exchange instrumentsOther (Expense) Income, Net—2—(22)
Total$(222)$(170)$(460)$(339)
SDG&E:
Commodity contracts subject to rate recoveryCost of Electric Fuel and Purchased Power$16$8$10$51
SoCalGas:
Commodity contracts subject to rate recoveryCost of Natural Gas$(11)$(26)$(15)$(24)

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 September 30, 2022 and December 31, 2021 was $22 million and $88 million, respectively. For SoCalGas, the total fair value of this group of derivative instruments in a liability position at September 30, 2022 and December 31, 2021 was $18 million and $36 million, respectively. SDG&E did not have this group of derivative instruments in a liability position at September 30, 2022 or December 31, 2021. At September 30, 2022, if the credit ratings of Sempra or SoCalGas were reduced below investment grade, $22 million and $18 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 September 30, 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 September 30, 2022
Level 1Level 2Level 3Total
Assets:
Nuclear decommissioning trusts:
Short-term investments, primarily cash equivalents$16$1$—$17
Equity securities2654—269
Debt securities:
Debt securities issued by the U.S. Treasury and other U.S. government corporations and agencies2113—34
Municipal bonds—273—273
Other securities—226—226
Total debt securities21512—533
Total nuclear decommissioning trusts(1)302517—819
Short-term investments held in Rabbi Trust51——51
Interest rate instruments—43—43
Foreign exchange instruments—1—1
Commodity contracts not subject to rate recovery—72—72
Effect of netting and allocation of collateral(2)80——80
Commodity contracts subject to rate recovery1613350
Effect of netting and allocation of collateral(2)33—639
Support Agreement, net of related guarantee fees——1616
Total$482$634$55$1,171
Liabilities:
Foreign exchange instruments$—$2$—$2
Interest rate and foreign exchange instruments—117—117
Commodity contracts not subject to rate recovery—73—73
Commodity contracts subject to rate recovery418—22
Total$4$210$—$214

(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 September 30, 2022
Level 1Level 2Level 3Total
Assets:
Nuclear decommissioning trusts:
Short-term investments, primarily cash equivalents$16$1$—$17
Equity securities2654—269
Debt securities:
Debt securities issued by the U.S. Treasury and other U.S. government corporations and agencies2113—34
Municipal bonds—273—273
Other securities—226—226
Total debt securities21512—533
Total nuclear decommissioning trusts(1)302517—819
Commodity contracts subject to rate recovery16—3349
Effect of netting and allocation of collateral(2)31—637
Total$349$517$39$905
Liabilities:
Commodity contracts subject to rate recovery$4$—$—$4
Total$4$—$—$4
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 September 30, 2022
Level 1Level 2Level 3Total
Assets:
Commodity contracts subject to rate recovery$—$1$—$1
Effect of netting and allocation of collateral(1)2——2
Total$2$1$—$3
Liabilities:
Commodity contracts subject to rate recovery$—$18$—$18
Total$—$18$—$18
Fair value at December 31, 2021
Level 1Level 2Level 3Total
Assets:
Commodity contracts subject to rate recovery$—$1$—$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 September 30,
20222021
Balance at July 1$33$80
Realized and unrealized losses(35)(35)
Allocated transmission instruments21
Settlements3326
Balance at September 30$33$72
Change in unrealized gains relating to instruments still held at September 30$3$9
Nine months ended September 30,
20222021
Balance at January 1$54$69
Realized and unrealized losses(58)(29)
Allocated transmission instruments(4)(1)
Settlements4133
Balance at September 30$33$72
Change in unrealized (losses) gains relating to instruments still held at September 30$(15)$5

(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 significantly 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 September 30 were as follows:

LONG-TERM, FIXED-PRICE ELECTRICITY POSITIONS PRICE INPUTS
Settlement yearPrice per MWhWeighted-average price per MWh
2022$26.75to$127.20$68.50
202124.05to130.4057.36

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 September 30,
20222021
Balance at July 1$16$4
Realized and unrealized gains(1)23
Settlements(2)(2)
Balance at September 30(2)$16$5
Change in unrealized gains relating to instruments still held at September 30$2$3
Nine months ended September 30,
20222021
Balance at January 1$7$3
Realized and unrealized gains(1)168
Settlements(7)(6)
Balance at September 30(2)$16$5
Change in unrealized gains relating to instruments still held at September 30$15$7

(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 $9 in Other Long-term Assets at September 30, 2022 on Sempra’s Condensed Consolidated Balance Sheet.

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
September 30, 2022
Sempra:
Long-term note receivable(1)$314$—$—$279$279
Long-term amounts due to unconsolidated affiliates296—251—251
Total long-term debt(2)23,790—20,288—20,288
SDG&E:
Total long-term debt(3)$7,800$—$6,577$—$6,577
SoCalGas:
Total long-term debt(4)$5,459$—$4,789$—$4,789
December 31, 2021
Sempra:
Long-term note receivable(1)$300$—$—$327$327
Long-term amounts due from unconsolidated affiliates(5)640—642—642
Long-term amounts due to unconsolidated affiliates287—295—295
Total long-term debt(2)20,099—22,126—22,126
SDG&E:
Total long-term debt(3)$6,417$—$7,236$—$7,236
SoCalGas:
Total long-term debt(4)$4,759$—$5,367$—$5,367

(1) Before allowances for credit losses of $7 and $8 at September 30, 2022 and December 31, 2021, respectively. Excludes unamortized transaction costs of $5 at September 30, 2022 and December 31, 2021.

(2) Before reductions of unamortized discount and debt issuance costs of $287 and $260 at September 30, 2022 and December 31, 2021, respectively, and excluding finance lease obligations of $1,332 and $1,335 at September 30, 2022 and December 31, 2021, respectively.

(3) Before reductions of unamortized discount and debt issuance costs of $72 and $61 at September 30, 2022 and December 31, 2021, respectively, and excluding finance lease obligations of $1,260 and $1,274 at September 30, 2022 and December 31, 2021, respectively.

(4) Before reductions of unamortized discount and debt issuance costs of $41 and $36 at September 30, 2022 and December 31, 2021, respectively, and excluding finance lease obligations of $72 and $61 at September 30, 2022 and December 31, 2021, respectively.

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

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 Samuel Lawrence Foundation filed a notice of appeal. In August 2022, the court dismissed the case based on the Samuel Lawrence Foundation’s request for dismissal, which finally resolves the writ petition. Decommissioning work was not 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
September 30, 2022
Debt securities:
Debt securities issued by the U.S. Treasury and other U.S. government corporations and agencies(1)$34$2$(2)$34
Municipal bonds(2)294—(21)273
Other securities(3)2531(28)226
Total debt securities5813(51)533
Equity securities110172(13)269
Short-term investments, primarily cash equivalents17——17
Receivables (payables), net(3)——(3)
Total$705$175$(64)$816
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 2023-2053.

(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 September 30,Nine months ended September 30,
2022202120222021
Proceeds from sales$133$187$530$729
Gross realized gains291648
Gross realized losses(3)(1)(14)(4)

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 $550 million at September 30, 2022 and is based on a cost study prepared in 2020 that is pending CPUC approval, which SDG&E expects to receive in 2023.

NUCLEAR INSURANCE

The SONGS owners have nuclear property damage insurance of $130 million, which exceeds the minimum federal requirement of $50 million. This insurance coverage is provided through NEIL. The NEIL policies have specific exclusions and limitations that can result in reduced coverage. Insured members as a group are subject to retrospective premium assessments to cover losses sustained by NEIL under all issued policies. SDG&E could be assessed up to $4.1 million of retrospective premiums based on overall member claims.

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 September 30, 2022, loss contingency accruals for legal matters, including associated legal fees and regulatory matters related to the Leak, that are probable and estimable were $245 million for Sempra, including $171 million for SoCalGas. Amounts for Sempra and SoCalGas include $145 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.

Litigation – Resolved. In September 2021, SoCalGas and Sempra entered into an agreement with counsel to resolve approximately 390 lawsuits including approximately 36,000 plaintiffs (the Individual Plaintiffs) pending against SoCalGas and Sempra related to the Leak (the Individual Plaintiff Litigation) for a payment of up to $1.8 billion.

These cases were coordinated before a single court in the LA Superior Court for pretrial management under a Third Amended Consolidated Master Case Complaint for Individual Actions filed in November 2017. 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.

The agreement governing the settlement of the Individual Plaintiff Litigation requires each plaintiff who agrees to participate in the settlement to release all such plaintiff’s claims against SoCalGas, Sempra and their respective affiliates related to the Leak and the Individual Plaintiff Litigation. As of October 31, 2022, over 99% of the Individual Plaintiffs had agreed to participate and submitted valid releases, and SoCalGas had paid $1.79 billion under the agreement. As of October 31, 2022, SoCalGas and Sempra had either not received or not accepted as valid releases from approximately 345 Individual Plaintiffs, approximately 86% of whom had not been located or had failed to respond, according to plaintiffs’ counsel. The Individual Plaintiffs who do not participate in the settlement (the Remaining Individual Plaintiffs) will be able to continue to pursue their claims.

In September 2021, SoCalGas and Sempra entered into an agreement to settle a class action on behalf of persons and businesses who owned or leased real property within a five-mile radius of the well where the Leak occurred for a total amount of $40 million. In April 2022, the LA Superior Court gave final approval of the settlement.

In October 2018 and October 2020, complaints on behalf of five property developers (the Developer Plaintiffs) were filed against SoCalGas and Sempra in connection with the Leak. The complaints alleged 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, and sought compensatory, statutory and punitive damages, injunctive relief and attorneys’ fees. In January 2022 and March 2022, SoCalGas and Sempra settled the claims of four of the Developer Plaintiffs and their claims were dismissed. In August 2022, SoCalGas and Sempra settled the claims of the fifth Developer Plaintiff and its claims were dismissed.

Litigation – Unresolved. 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 four actions were joined in an Amended Consolidated Shareholder Derivative Complaint filed in the coordinated proceeding in the LA Superior Court, which was dismissed with prejudice in January 2021. The plaintiffs have appealed this dismissal. In the remaining fourth action, the plaintiffs filed an amended complaint in the coordinated proceeding in June 2022.

In addition, the Remaining Individual Plaintiffs referred to above will be able to continue to pursue their claims.

Regulatory Proceedings – Subject to Agreements to Resolve. In June 2019, the CPUC opened an OII (the Leak OII) to investigate and consider, among other things, 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 SED, as well as to determine the amount 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. In October 2022, SoCalGas executed a settlement agreement with SED and the Public Advocates Office at the CPUC to resolve all aspects of the Leak OII. The settlement agreement provides for financial penalties, certain costs that SoCalGas will reimburse, a violation of California Public Utilities Code section 451, and costs previously incurred by SoCalGas for which it will not seek recovery from ratepayers, among other provisions. The settlement agreement was filed with and is subject to approval by the CPUC.

Regulatory Proceedings – Unresolved. 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, as well as evaluating the impacts of reducing or eliminating the Aliso Canyon natural gas storage facility using the established framework and models. The next phase of the proceeding included engaging a consultant to analyze alternative means for meeting or avoiding the demand for the facility’s services if it were eliminated in either the 2027 or 2035 timeframe, and to 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 September 30, 2022, the Aliso Canyon natural gas storage facility had a net book value of $923 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, which could be material, incur materially higher than expected operating costs and/or be required to make material additional capital expenditures (any or all of which may not be recoverable in rates), and natural gas reliability and electric generation could be jeopardized.

Cost Estimate, Insurance and Accounting and Other Impacts. SoCalGas has incurred significant costs related to the Leak, primarily to defend against and settle civil and criminal litigation and regulatory proceedings arising from the Leak; 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 pay the costs of the government-ordered response to the Leak, including the costs for a root cause analysis; 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 September 30, 2022, SoCalGas estimates these costs related to the Leak are $3,485 million (the cost estimate), including $1,279 million of costs recoverable from insurance of which $1,269 million of insurance proceeds had been received by SoCalGas through September 30, 2022. Other than insurance for directors’ and officers’ liability, we have exhausted all of our available insurance for this matter. At September 30, 2022, $10 million is recorded as Insurance Receivable for Aliso Canyon Costs, $145 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.

SoCalGas recorded total charges of $122 million ($101 million after tax) and $259 million ($199 million after tax) in the three months and nine months ended September 30, 2022, respectively, and $1.57 billion ($1.13 billion after tax) in the three months and nine months ended September 30, 2021 in Aliso Canyon Litigation and Regulatory Matters on the SoCalGas and Sempra Condensed Consolidated Statements of Operations related to the litigation and regulatory proceedings that we describe above. These charges are included in the cost estimate.

Except for the amounts paid or estimated to settle certain legal and regulatory matters as described above, the cost estimate does not include any amounts necessary to resolve the matters that we describe above in “Litigation – Unresolved” and “Regulatory Proceedings – Unresolved,” threatened litigation, other potential litigation or other costs, in each case 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. 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.

An adverse outcome with respect to (i) any lawsuits by the Remaining Individual Plaintiffs, (ii) the unresolved shareholder derivative actions, (iii) threatened or other potential litigation related to the Leak, (iv) the Leak OII if approval of the negotiated settlement is not subsequently obtained, or (v) the unresolved proceeding pursuant to the SB 380 OII, 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. 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. 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 – Unresolved. 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 of the ECA Regas Facility and dismissed the appeal. The plaintiff filed a federal appeal against the appellate court ruling. A 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. In May 2022, Sempra Infrastructure won the appeal and the plaintiff’s claims were dismissed. 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 in the first civil case has been approved by the court and the settlement agreement in the second civil case is pending court approval.

Environmental and Social Impact Permits – Unresolved. 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, holding that the natural gas liquefaction activities did not violate the injunction. 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 – Resolved. 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 in April 2022 in favor of Sempra Infrastructure dismissing all claims and confirming the contracts remain in force. In August 2022, the International Court of Arbitration issued an additional decision dismissing a request by Shell Mexico and Gazprom to consider additional arguments.

Citing the alleged breach, Shell Mexico stopped making payments under its LNG storage and regasification agreement. Due to nonpayment, Sempra Infrastructure drew against Shell Mexico’s letters of credit provided as payment security until they were fully exhausted in March 2022. In September 2022, Shell Mexico paid its invoices from March 2022 through August 2022, bringing its account to current, resumed paying invoices as they come due, and renewed its letters of credit. Although Gazprom had previously been making regular monthly payments under its LNG storage and regasification agreement, Sempra Infrastructure drew against and fully exhausted Gazprom’s letters of credit in April 2022 due to Gazprom’s non-renewal of such letters of credit as required under the agreement. Gazprom did not pay its invoices from March 2022 through July 2022, so funds drawn from the letters of credit were used to fully offset such nonpayment. In September 2022, Gazprom paid its August 2022 invoice, bringing its account to current, and resumed paying invoices as they come due. Subsequent invoices, if not paid by Gazprom, will be offset by funds drawn from the letters of credit.

In addition to the arbitration proceeding, Shell Mexico also filed constitutional claims against the CRE’s approval of the general terms and conditions for service at the facility 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 on the injunction request was then heard again by the appellate court and was denied, making the decision final.

Sonora Pipeline

Guaymas-El Oro Segment – Unresolved. 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. In June 2022, the Supreme Court remanded the case back to the court of appeals for final resolution.

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 November 30, 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 or the parties do not agree on a new service start date by November 30, 2022, 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 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. In July 2022, Sempra Infrastructure and the CFE entered into a Shareholders’ Agreement that establishes a framework for a JV between the parties to work on restarting service on the pipeline, including the potential re-routing of a portion of the pipeline. This agreement is subject to a number of conditions to be satisfied before it becomes effective, including regulatory and corporate authorizations.

At September 30, 2022, Sempra Infrastructure had $423 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 and a Shareholders’ Agreement, as described above) and resume operations 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 – Resolved. 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. In July 2022, Sempra Infrastructure and the landowner entered into a new easement agreement approved by the court for the seven-mile section on the landowner’s property, thus bringing this case to definitive conclusion.

Regulatory and Other Actions by the Mexican Government – Unresolved

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.

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 the two solar facilities are currently affected by the Offtaker Resolution. In January 2022, Don Diego Solar and Border Solar obtained injunctive relief and a favorable resolution from a Mexican federal district court and the CRE appealed that decision. If Sempra Infrastructure is not able to obtain permanent 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 higher than the fixed prices in the PPAs that were entered into through self-supply permits, but these markets are subject to significant volatility. At September 30, 2022, Sempra Infrastructure had $13 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.

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. In April 2022, the Mexican Supreme Court resolved an action of unconstitutionality filed by a group of senators against the amended Electricity Industry Law, but 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 remains in force. Sempra Infrastructure filed three lawsuits against the amendments to the Electricity Industry Law and, in each of them, Sempra Infrastructure obtained a favorable judgment of the first instance in the lower courts, which has been appealed. 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 the Sempra Infrastructure entities. The Sempra Infrastructure entities have appealed these judgments. The Circuit Courts upheld the dismissal of the amparo lawsuits, except one that is pending resolution.

Regulatory and Other Actions by the Mexican Government – Resolved

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 resolutions are final.

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 – Unresolved

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 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 $50 million in U.S. dollars at September 30, 2022), plus costs and interest. In October 2020, the High Court of Justice assessed costs and interest to be approximately £21 million (approximately $23 million in U.S. dollars at September 30, 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. In July 2022, the Supreme Court of the U.K. denied the Liquidating Companies application for permission to appeal the Court of Appeal’s decision. No date has been scheduled for the retrial. J.P. Morgan Chase & Co., which acquired RBS SEE and later sold it to Mercuria Energy Group, Ltd., previously 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.

In the second quarter of 2021, we reduced our estimate of our obligations to settle pending VAT matters and related legal costs by $50 million in Equity Earnings on Sempra’s Condensed Consolidated Statement of Operations based on the settlement with Her Majesty’s Revenue and Customs (U.K.’s Revenue and Customs Department) on the First-Tier Tribunal case and revised assumptions on the High Court of Justice case.

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 October 31, 2022, two lawsuits are pending. Additionally, in connection with a December 2015 deadline in 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.

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.

In September 2022, SDG&E amended its lease agreement for its corporate facility to extend the lease termination date from December 2024 to January 2034. SDG&E recognized the remeasurement of its right-of-use asset and total operating lease liability based on its incremental borrowing rate at the effective date of the modification, which increased these amounts by $59 million. As a result of this modification, undiscounted lease payments decreased by $9 million in 2023, increased by $10 million in each of 2025 and 2026 and increased by $80 million thereafter.

SDG&E entered into an energy storage tolling agreement that commenced in August 2022 and expires in July 2032. SDG&E recorded an operating lease right-of-use asset and operating lease liability of $28 million. Undiscounted lease payments are $1 million in 2022, $4 million in each of 2023 through 2026 and $18 million thereafter.

Leases That Have Not Yet Commenced

SDG&E has entered into two energy storage tolling agreements, of which SDG&E expects one will commence in the fourth quarter of 2022 and one will commence in the second half of 2023. SDG&E expects the future minimum lease payments to be $1 million in 2022, $14 million in each of 2023 through 2026 and $87 million thereafter until expiration from 2032 through 2033.

SoCalGas has entered into a fleet vehicle agreement, under which SoCalGas expects leases will commence in the fourth quarter of 2022 through the fourth 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.

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 September 30,Nine months ended September 30,
2022202120222021
Sales-type leases:
Income recognized at lease commencement$—$16$—$16
Interest income2262
Total revenues from sales-type leases(1)$2$18$6$18
Operating leases:
Fixed lease payments$71$80$211$192
Variable lease payments3273
Total revenues from operating leases(1)$74$82$218$195
Depreciation expense$14$13$41$35

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

CONTRACTUAL COMMITMENTS

We discuss below significant changes in the first nine 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 an SPA 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 supplier may divert certain cargoes, which would reduce amounts paid under the agreement by Sempra Infrastructure. At September 30, 2022, we expect the commitment amount to decrease by $351 million in 2022 and increase by $340 million in 2023, $257 million in 2024, $241 million in 2025, $214 million in 2026 and $501 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 nine 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 supplier 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 $45 million for Sempra, $18 million for SDG&E and $13 million for SoCalGas at September 30, 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 a 70% interest in SI Partners, which held a 100% ownership interest in Sempra LNG Holding, LP and a 99.9% ownership interest in IEnova at September 30, 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 September 30,Nine months ended September 30,
2022202120222021
REVENUES
SDG&E$1,569$1,464$4,413$4,119
SoCalGas1,3851,1064,8793,738
Sempra Infrastructure6974791,8101,269
All other1214
Adjustments and eliminations———(1)
Intersegment revenues(1)(35)(38)(119)(116)
Total$3,617$3,013$10,984$9,013
DEPRECIATION AND AMORTIZATION
SDG&E$247$226$730$659
SoCalGas190180565533
Sempra Infrastructure6763199176
All other2268
Total$506$471$1,500$1,376
INTEREST INCOME
SDG&E$2$—$3$1
SoCalGas3—4—
Sempra Infrastructure7183759
All other6—141
Intercompany eliminations—(2)—(11)
Total$18$16$58$50
INTEREST EXPENSE
SDG&E$113$104$333$307
SoCalGas5039135118
Sempra Infrastructure394598131
All other8178232240
Intercompany eliminations(1)(7)(2)(20)
Total$282$259$796$776
INCOME TAX EXPENSE (BENEFIT)
SDG&E$35$90$141$168
SoCalGas(28)(437)75(335)
Sempra Texas Utilities1—1—
Sempra Infrastructure5813219164
All other(45)(8)(1)(42)
Total$21$(342)$435$(45)
EQUITY EARNINGS
Equity earnings, before income tax:
Sempra Texas Utilities$1$—$6$3
Sempra Infrastructure133137430404
All other———50
134137436457
Equity earnings, net of income tax:
Sempra Texas Utilities257207603480
Sempra Infrastructure26477985
283254682565
Total$417$391$1,118$1,022

(1) Revenues for reportable segments include intersegment revenues of $4, $24, and $7 for the three months ended September 30, 2022; $11 $73, and $35 for the nine months ended September 30, 2022; $3, $24, and $11 for the three months ended September 30, 2021 and $7, $72, and $37 for the nine months ended September 30, 2021 for SDG&E, SoCalGas, and Sempra Infrastructure, respectively.

SEGMENT INFORMATION (CONTINUED)
(Dollars in millions)
Three months ended September 30,Nine months ended September 30,
2022202120222021
EARNINGS (LOSSES) ATTRIBUTABLE TO COMMON SHARES
SDG&E$271$205$681$603
SoCalGas(82)(1,126)339(625)
Sempra Texas Utilities256206604479
Sempra Infrastructure114164392419
All other(74)(97)(360)(226)
Total$485$(648)$1,656$650
EXPENDITURES FOR PROPERTY, PLANT & EQUIPMENT
SDG&E$1,651$1,560
SoCalGas1,3941,417
Sempra Infrastructure489622
All other67
Total$3,540$3,606
September 30, 2022December 31, 2021
ASSETS
SDG&E$25,759$24,058
SoCalGas21,32520,324
Sempra Texas Utilities13,66413,047
Sempra Infrastructure14,49014,408
All other1,3631,399
Intersegment receivables(1,038)(1,191)
Total$75,563$72,045
EQUITY METHOD AND OTHER INVESTMENTS
Sempra Texas Utilities$13,664$13,047
Sempra Infrastructure1,7701,425
Total$15,434$14,472

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