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Item 1. FINANCIAL STATEMENTS

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Item 1. FINANCIAL STATEMENTS

SEMPRA
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in millions, except per share amounts; shares in thousands)
Three months ended March 31,
20252024
(unaudited)
REVENUES
Utilities:
Natural gas$2,362$2,109
Electric1,0591,056
Energy-related businesses381475
Total revenues3,8023,640
EXPENSES AND OTHER INCOME
Utilities:
Cost of natural gas(493)(554)
Cost of electric fuel and purchased power(52)(89)
Energy-related businesses cost of sales(119)(109)
Operation and maintenance(1,343)(1,212)
Depreciation and amortization(640)(594)
Franchise fees and other taxes(196)(184)
Other income, net9199
Interest income3413
Interest expense(433)(305)
Income before income taxes and equity earnings651705
Income tax expense(57)(172)
Equity earnings325348
Net income919881
Earnings attributable to noncontrolling interests(2)(69)
Preferred dividends(11)(11)
Earnings attributable to common shares$906$801
Basic EPS:
Earnings$1.39$1.27
Weighted-average common shares outstanding651,992632,821
Diluted EPS:
Earnings$1.39$1.26
Weighted-average common shares outstanding653,018635,354

See Notes to Condensed Consolidated Financial Statements.

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SEMPRA
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(Dollars in millions)
Sempra shareholders’ equity
Pretax amountIncome tax (expense) benefitNet-of-tax amountNoncontrolling interests (after tax)Total
(unaudited)
Three months ended March 31, 2025 and 2024
2025:
Net income$974$(57)$917$2$919
Other comprehensive income (loss):
Financial instruments(36)4(32)(5)(37)
Pension and other postretirement benefits3—3—3
Total other comprehensive loss(33)4(29)(5)(34)
Comprehensive income (loss)$941$(53)$888$(3)$885
2024:
Net income$984$(172)$812$69$881
Other comprehensive income (loss):
Foreign currency translation adjustments3—314
Financial instruments43(4)39114153
Pension and other postretirement benefits5(1)4—4
Total other comprehensive income51(5)46115161
Comprehensive income$1,035$(177)$858$184$1,042

See Notes to Condensed Consolidated Financial Statements.

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SEMPRA
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in millions)
March 31,December 31,
20252024(1)
(unaudited)
ASSETS
Current assets:
Cash and cash equivalents$1,739$1,565
Restricted cash2021
Accounts receivable – trade, net2,1071,983
Accounts receivable – other, net432397
Due from unconsolidated affiliates1513
Income taxes receivable6690
Inventories568559
Prepaid expenses227255
Regulatory assets8660
Fixed-price contracts and other derivatives13691
Greenhouse gas allowances218217
Other current assets5134
Total current assets5,6655,285
Other assets:
Restricted cash33
Regulatory assets4,2723,937
Greenhouse gas allowances1,053845
Nuclear decommissioning trusts865875
Dedicated assets in support of certain benefit plans566585
Deferred income taxes194172
Right-of-use assets – operating leases1,1771,177
Investment in Oncor Holdings15,87115,400
Other investments2,5012,534
Goodwill1,6021,602
Other intangible assets286292
Wildfire fund258262
Other long-term assets1,6561,749
Total other assets30,30429,433
Property, plant and equipment:
Property, plant and equipment82,43780,397
Less accumulated depreciation and amortization(19,396)(18,960)
Property, plant and equipment, net63,04161,437
Total assets$99,010$96,155

(1) Derived from audited financial statements.

See Notes to Condensed Consolidated Financial Statements.

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SEMPRA
CONDENSED CONSOLIDATED BALANCE SHEETS (CONTINUED)
(Dollars in millions)
March 31,December 31,
20252024(1)
(unaudited)
LIABILITIES AND EQUITY
Current liabilities:
Short-term debt$2,113$2,016
Accounts payable – trade1,9762,238
Accounts payable – other179208
Dividends and interest payable909773
Accrued compensation and benefits398558
Regulatory liabilities490141
Current portion of long-term debt and finance leases2,3312,274
Greenhouse gas obligations218217
Other current liabilities1,3201,251
Total current liabilities9,9349,676
Long-term debt and finance leases33,28631,558
Deferred credits and other liabilities:
Due to unconsolidated affiliates355352
Regulatory liabilities3,8473,817
Greenhouse gas obligations755506
Pension and other postretirement benefit plan obligations, net of plan assets188168
Deferred income taxes5,9885,845
Asset retirement obligations3,7513,737
Deferred credits and other2,7042,708
Total deferred credits and other liabilities17,58817,133
Commitments and contingencies (Note 12)
Equity:
Preferred stock (50,000,000 shares authorized; 900,000 shares of series C outstanding)889889
Common stock (1,125,000,000 shares authorized; 651,930,398 and 650,629,876 shares outstanding at March 31, 2025 and December 31, 2024, respectively; no par value)13,48413,520
Retained earnings17,46516,979
Accumulated other comprehensive income (loss)(195)(166)
Total Sempra shareholders’ equity31,64331,222
Preferred stock of subsidiary2020
Other noncontrolling interests6,5396,546
Total equity38,20237,788
Total liabilities and equity$99,010$96,155

(1) Derived from audited financial statements.

See Notes to Condensed Consolidated Financial Statements.

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SEMPRA
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in millions)
Three months ended March 31,
20252024
(unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES
Net income$919$881
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization640594
Deferred income taxes and investment tax credits(48)137
Equity earnings(325)(348)
Share-based compensation expense(2)21
Fixed-price contracts and other derivatives13416
Bad debt expense642
Other(3)7
Net change in working capital components(35)319
Distributions from investments291232
Changes in other noncurrent assets and liabilities, net(95)(50)
Net cash provided by operating activities1,4821,851
CASH FLOWS FROM INVESTING ACTIVITIES
Expenditures for property, plant and equipment(2,336)(1,933)
Expenditures for investments(486)(193)
Purchases of nuclear decommissioning and other trust assets(292)(197)
Proceeds from sales of nuclear decommissioning and other trust assets329217
Other—(1)
Net cash used in investing activities(2,785)(2,107)
CASH FLOWS FROM FINANCING ACTIVITIES
Common dividends paid(380)(362)
Issuances of common stock1010
Repurchases of common stock(57)(40)
Issuances of debt (maturities greater than 90 days)2,9412,044
Payments on debt (maturities greater than 90 days) and finance leases(994)(846)
Decrease in short-term debt, net(70)(498)
Advances from unconsolidated affiliates4445
Contributions from noncontrolling interests34474
Distributions to noncontrolling interests(38)(111)
Other(14)(16)
Net cash provided by financing activities1,476700
Effect of exchange rate changes on cash, cash equivalents and restricted cash—1
Increase in cash, cash equivalents and restricted cash173445
Cash, cash equivalents and restricted cash, January 11,589389
Cash, cash equivalents and restricted cash, March 31$1,762$834

See Notes to Condensed Consolidated Financial Statements.

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SEMPRA
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
(Dollars in millions)
Three months ended March 31,
20252024
(unaudited)
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Interest payments, net of amounts capitalized$243$274
Income tax payments, net of refunds10025
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES
Repayments of advances from unconsolidated affiliate in lieu of distributions$45$62
Accrued capital expenditures for PP&E1,061915
Decrease in ARO capitalized to PP&E111
Increase in finance lease obligations capitalized to PP&E167
Unamortized debt issuance costs reclassed from noncurrent asset to long-term debt221
Preferred dividends declared but not paid1111
Common dividends declared but not paid420392
Common dividends issued in stock1314

See Notes to Condensed Consolidated Financial Statements.

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SEMPRA
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(Dollars in millions)
Preferred stockCommon stockRetained earningsAccumulated other comprehensive income (loss)Sempra shareholders’ equityNon- controlling interestsTotal equity
(unaudited)
Three months ended March 31, 2025
Balance at December 31, 2024$889$13,520$16,979$(166)$31,222$6,566$37,788
Net income9179172919
Other comprehensive loss(29)(29)(5)(34)
Share-based compensation expense(2)(2)(2)
Dividends declared:
Series C preferred stock ($12.19/share)(11)(11)(11)
Common stock ($0.65/share)(420)(420)(420)
Issuances of common stock232323
Repurchases of common stock(57)(57)(57)
Noncontrolling interest activities:
Contributions3434
Distributions(38)(38)
Balance at March 31, 2025$889$13,484$17,465$(195)$31,643$6,559$38,202
Three months ended March 31, 2024
Balance at December 31, 2023$889$12,204$15,732$(150)$28,675$4,979$33,654
Net income81281269881
Other comprehensive income4646115161
Share-based compensation expense212121
Dividends declared:
Series C preferred stock ($12.19/share)(11)(11)(11)
Common stock ($0.62/share)(392)(392)(392)
Issuances of common stock242424
Repurchases of common stock(40)(40)(40)
Noncontrolling interest activities:
Contributions474474
Distributions(111)(111)
Balance at March 31, 2024$889$12,209$16,141$(104)$29,135$5,526$34,661

See Notes to Condensed Consolidated Financial Statements.

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SAN DIEGO GAS & ELECTRIC COMPANY
CONDENSED STATEMENTS OF OPERATIONS
(Dollars in millions)
Three months ended March 31,
20252024
(unaudited)
Operating revenues:
Electric$1,064$1,060
Natural gas356319
Total operating revenues1,4201,379
Operating expenses:
Cost of electric fuel and purchased power73107
Cost of natural gas87102
Operation and maintenance440411
Depreciation and amortization320298
Franchise fees and other taxes110104
Total operating expenses1,0301,022
Operating income390357
Other income, net4033
Interest income—1
Interest expense(135)(128)
Income before income taxes295263
Income tax expense(14)(40)
Net income/Earnings attributable to common shares$281$223

See Notes to Condensed Financial Statements.

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SAN DIEGO GAS & ELECTRIC COMPANY
CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(Dollars in millions)
Pretax amountIncome tax expenseNet-of-tax amount
(unaudited)
Three months ended March 31, 2025 and 2024
2025:
Net income/Comprehensive income$295$(14)$281
2024:
Net income/Comprehensive income$263$(40)$223

See Notes to Condensed Financial Statements.

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SAN DIEGO GAS & ELECTRIC COMPANY
CONDENSED BALANCE SHEETS
(Dollars in millions)
March 31,December 31,
20252024(1)
(unaudited)
ASSETS
Current assets:
Cash and cash equivalents$607$—
Accounts receivable – trade, net830774
Accounts receivable – other, net10489
Income taxes receivable, net1027
Inventories232202
Prepaid expenses123139
Regulatory assets6016
Greenhouse gas allowances2727
Other current assets2827
Total current assets2,0211,301
Other assets:
Regulatory assets2,1742,024
Greenhouse gas allowances281272
Nuclear decommissioning trusts865875
Right-of-use assets – operating leases801795
Wildfire fund258262
Other long-term assets129133
Total other assets4,5084,361
Property, plant and equipment:
Property, plant and equipment33,58633,162
Less accumulated depreciation and amortization(8,259)(8,051)
Property, plant and equipment, net25,32725,111
Total assets$31,856$30,773

(1) Derived from audited financial statements.

See Notes to Condensed Financial Statements.

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SAN DIEGO GAS & ELECTRIC COMPANY
CONDENSED BALANCE SHEETS (CONTINUED)
(Dollars in millions)
March 31,December 31,
20252024(1)
(unaudited)
LIABILITIES AND SHAREHOLDER’S EQUITY
Current liabilities:
Short-term debt$137$417
Accounts payable715742
Due to unconsolidated affiliates6759
Interest payable11584
Accrued compensation and benefits101175
Accrued franchise fees7154
Regulatory liabilities20575
Current portion of long-term debt and finance leases4342
Greenhouse gas obligations2727
Asset retirement obligations9697
Other current liabilities234215
Total current liabilities1,8111,987
Long-term debt and finance leases10,85110,018
Deferred credits and other liabilities:
Regulatory liabilities2,7502,701
Greenhouse gas obligations8562
Pension obligation, net of plan assets3728
Deferred income taxes3,2583,211
Asset retirement obligations792803
Deferred credits and other1,4271,399
Total deferred credits and other liabilities8,3498,204
Commitments and contingencies (Note 12)
Shareholder’s equity:
Preferred stock (45,000,000 shares authorized; none issued)——
Common stock (255,000,000 shares authorized; 116,583,358 shares outstanding; no par value)1,6601,660
Retained earnings9,1978,916
Accumulated other comprehensive income (loss)(12)(12)
Total shareholder’s equity10,84510,564
Total liabilities and shareholder's equity$31,856$30,773

(1) Derived from audited financial statements.

See Notes to Condensed Financial Statements.

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SAN DIEGO GAS & ELECTRIC COMPANY
CONDENSED STATEMENTS OF CASH FLOWS
(Dollars in millions)
Three months ended March 31,
20252024
(unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES
Net income$281$223
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization320298
Deferred income taxes and investment tax credits(3)25
Bad debt expense166
Other(5)(5)
Net change in working capital components30(1)
Changes in noncurrent assets and liabilities, net(61)130
Net cash provided by operating activities578676
CASH FLOWS FROM INVESTING ACTIVITIES
Expenditures for property, plant and equipment(539)(624)
Purchases of nuclear decommissioning trust assets(258)(168)
Proceeds from sales of nuclear decommissioning trust assets274181
Net cash used in investing activities(523)(611)
CASH FLOWS FROM FINANCING ACTIVITIES
Issuances of debt (maturities greater than 90 days)848594
Payments on debt (maturities greater than 90 days) and finance leases(10)(411)
Decrease in short-term debt, net(280)—
Debt issuance costs(6)(5)
Net cash provided by financing activities552178
Increase in cash and cash equivalents607243
Cash and cash equivalents, January 1—50
Cash and cash equivalents, March 31$607$293
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Interest payments, net of amounts capitalized$102$107
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES
Accrued capital expenditures for PP&E$199$182
Increase in finance lease obligations capitalized to PP&E22
Decrease in ARO capitalized to PP&E6—

See Notes to Condensed Financial Statements.

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SAN DIEGO GAS & ELECTRIC COMPANY
CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDER’S EQUITY
(Dollars in millions)
Common stockRetained earningsAccumulated other comprehensive income (loss)Total shareholder's equity
(unaudited)
Three months ended March 31, 2025
Balance at December 31, 2024$1,660$8,916$(12)$10,564
Net income281281
Balance at March 31, 2025$1,660$9,197$(12)$10,845
Three months ended March 31, 2024
Balance at December 31, 2023$1,660$8,250$(8)$9,902
Net income223223
Balance at March 31, 2024$1,660$8,473$(8)$10,125

See Notes to Condensed Financial Statements.

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SOUTHERN CALIFORNIA GAS COMPANY
CONDENSED STATEMENTS OF OPERATIONS
(Dollars in millions)
Three months ended March 31,
20252024
(unaudited)
Operating revenues$2,020$1,805
Operating expenses:
Cost of natural gas415465
Operation and maintenance757613
Depreciation and amortization242223
Franchise fees and other taxes7974
Total operating expenses1,4931,375
Operating income527430
Other income, net4247
Interest income22
Interest expense(90)(77)
Income before income taxes481402
Income tax expense(38)(43)
Net income/Earnings attributable to common shares$443$359

See Notes to Condensed Financial Statements.

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SOUTHERN CALIFORNIA GAS COMPANY
CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(Dollars in millions)
Pretax amountIncome tax expenseNet-of-tax amount
(unaudited)
Three months ended March 31, 2025 and 2024
2025:
Net income$481$(38)$443
Other comprehensive income (loss):
Pension and other postretirement benefits2—2
Total other comprehensive income2—2
Comprehensive income$483$(38)$445
2024:
Net income$402$(43)$359
Other comprehensive income (loss):
Pension and other postretirement benefits1—1
Total other comprehensive income1—1
Comprehensive income$403$(43)$360

See Notes to Condensed Financial Statements.

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SOUTHERN CALIFORNIA GAS COMPANY
CONDENSED BALANCE SHEETS
(Dollars in millions)
March 31,December 31,
20252024(1)
(unaudited)
ASSETS
Current assets:
Cash and cash equivalents$40$12
Accounts receivable – trade, net1,018932
Accounts receivable – other, net8371
Due from unconsolidated affiliates3416
Inventories238287
Regulatory assets2542
Greenhouse gas allowances178176
Other current assets7371
Total current assets1,6891,607
Other assets:
Regulatory assets2,0291,844
Greenhouse gas allowances671526
Right-of-use assets – operating leases1418
Other long-term assets607609
Total other assets3,3212,997
Property, plant and equipment:
Property, plant and equipment29,47929,084
Less accumulated depreciation and amortization(8,482)(8,330)
Property, plant and equipment, net20,99720,754
Total assets$26,007$25,358

(1) Derived from audited financial statements.

See Notes to Condensed Financial Statements.

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SOUTHERN CALIFORNIA GAS COMPANY
CONDENSED BALANCE SHEETS (CONTINUED)
(Dollars in millions)
March 31,December 31,
20252024(1)
(unaudited)
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Short-term debt$847$1,037
Accounts payable – trade502752
Accounts payable – other137158
Due to unconsolidated affiliates2538
Accrued compensation and benefits182245
Regulatory liabilities28364
Current portion of long-term debt and finance leases374373
Greenhouse gas obligations178176
Asset retirement obligations8991
Other current liabilities616451
Total current liabilities3,2333,385
Long-term debt and finance leases7,0397,031
Deferred credits and other liabilities:
Regulatory liabilities1,0971,115
Greenhouse gas obligations633410
Pension obligation, net of plan assets5745
Deferred income taxes2,1012,005
Asset retirement obligations2,8652,839
Deferred credits and other376367
Total deferred credits and other liabilities7,1296,781
Commitments and contingencies (Note 12)
Shareholders’ equity:
Preferred stock (11,000,000 shares authorized; 862,043 shares outstanding)2222
Common stock (100,000,000 shares authorized; 91,300,000 shares outstanding; no par value)2,3162,316
Retained earnings6,2935,850
Accumulated other comprehensive income (loss)(25)(27)
Total shareholders’ equity8,6068,161
Total liabilities and shareholders’ equity$26,007$25,358

(1) Derived from audited financial statements.

See Notes to Condensed Financial Statements.

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SOUTHERN CALIFORNIA GAS COMPANY
CONDENSED STATEMENTS OF CASH FLOWS
(Dollars in millions)
Three months ended March 31,
20252024
(unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES
Net income$443$359
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization242223
Deferred income taxes and investment tax credits(33)40
Bad debt expense826
Other(5)(4)
Net change in working capital components76405
Changes in noncurrent assets and liabilities, net48(162)
Net cash provided by operating activities779887
CASH FLOWS FROM INVESTING ACTIVITIES
Expenditures for property, plant and equipment(555)(519)
Net cash used in investing activities(555)(519)
CASH FLOWS FROM FINANCING ACTIVITIES
Issuances of debt (maturities greater than 90 days)—497
Payments on finance leases(6)(6)
Decrease in short-term debt, net(190)(803)
Debt issuance costs—(4)
Net cash used in financing activities(196)(316)
Increase in cash and cash equivalents2852
Cash and cash equivalents, January 1122
Cash and cash equivalents, March 31$40$54
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Interest payments, net of amounts capitalized$64$52
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES
Accrued capital expenditures for PP&E$199$204
Increase in finance lease obligations capitalized to PP&E145

See Notes to Condensed Financial Statements.

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SOUTHERN CALIFORNIA GAS COMPANY
CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
(Dollars in millions)
Preferred stockCommon stockRetained earningsAccumulated other comprehensive income (loss)Total shareholders’ equity
(unaudited)
Three months ended March 31, 2025
Balance at December 31, 2024$22$2,316$5,850$(27)$8,161
Net income443443
Other comprehensive income22
Dividends declared:
Preferred stock ($0.38/share)——
Balance at March 31, 2025$22$2,316$6,293$(25)$8,606
Three months ended March 31, 2024
Balance at December 31, 2023$22$2,316$5,095$(23)$7,410
Net income359359
Other comprehensive income11
Dividends declared:
Preferred stock ($0.38/share)——
Balance at March 31, 2024$22$2,316$5,454$(22)$7,770

See Notes to Condensed Financial Statements.

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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, a California-based holding company, and its consolidated entities, which invest in, develop and operate energy infrastructure in North America, and provide electric and gas services to customers. Sempra has three operating and reportable segments, which we describe in Note 13. 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. SDG&E is a regulated public utility that provides electric service to San Diego and southern Orange counties and natural gas service to San Diego County. SDG&E has one operating and reportable segment.

SoCalGas

SoCalGas’ common stock is wholly owned by Pacific Enterprises, which is a wholly owned subsidiary of Sempra. SoCalGas is a regulated public natural gas distribution utility, serving customers throughout most of Southern California and part of central California. SoCalGas has one operating and reportable segment.

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 Sempra’s Condensed Consolidated Financial Statements.

We have prepared our Condensed Consolidated Financial Statements in conformity with U.S. GAAP and in accordance with the interim period reporting requirements of Form 10-Q and applicable rules of the SEC. The financial statements reflect all adjustments that are necessary for a fair presentation of the results for the interim periods. These adjustments are only of a normal, recurring nature. Results of operations for interim periods are not necessarily indicative of results for the entire year or for any other period. We evaluated events and transactions that occurred after March 31, 2025 through the date the financial statements were issued and, in the opinion of management, the accompanying financial statements reflect all adjustments and disclosures necessary for a fair presentation.

All December 31, 2024 balance sheet information in the Condensed Consolidated Financial Statements has been derived from our audited 2024 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’s and SoCalGas’ accounting policies and financial statements reflect the application of U.S. GAAP provisions governing rate-regulated operations and the policies of the CPUC and the FERC. 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.

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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.

Sempra Infrastructure’s natural gas distribution utility, Ecogas, also applies U.S. GAAP provisions governing rate-regulated operations, including the same evaluation of probability of recovery of regulatory assets described above. Certain business activities at Sempra Infrastructure are regulated by the CNE and the FERC and meet the regulatory accounting requirements of U.S. GAAP.

VARIABLE INTEREST ENTITIES

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

▪the purpose and design of the VIE;

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

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

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

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

SDG&E

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

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

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

SDG&E determined that none of its PPAs and tolling agreements resulted in SDG&E being the primary beneficiary of a VIE at March 31, 2025 and December 31, 2024. 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 $1,131 million and $1,138 million at March 31, 2025 and December 31, 2024, 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 15 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.

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Other Sempra

Oncor Holdings

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 5 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 $15,871 million and $15,400 million at March 31, 2025 and December 31, 2024, respectively.

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 was $1,127 million at March 31, 2025 and $1,149 million at December 31, 2024. 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 12.

CFIN

As we discuss in Note 12, 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, which we discuss in Note 12.

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 activities related to the construction and future operation and maintenance of the liquefaction facility. As a result, we consolidate ECA LNG Phase 1. Sempra consolidated $1,853 million and $1,758 million of assets at March 31, 2025 and December 31, 2024, respectively, consisting primarily of PP&E, net, 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 $1,168 million and $1,080 million of liabilities at March 31, 2025 and December 31, 2024, respectively, consisting primarily of long-term debt attributable to ECA LNG Phase 1 for which creditors do not have recourse to the general credit of Sempra. Additionally, IEnova and TotalEnergies SE have provided guarantees for 83.4% and 16.6%, respectively, of the loan facility supporting construction of the liquefaction facility (see Note 7).

Port Arthur LNG

Port Arthur LNG is a VIE because its total equity at risk is not sufficient to finance its activities without additional subordinated financial support. We expect that Port Arthur LNG will require future capital contributions or other financial support to finance the construction of the PA LNG Phase 1 project, which we discuss in Note 10 in “Noncontrolling Interests – SI Partners Subsidiaries.” Sempra is the primary beneficiary of this VIE because we have the power to direct the activities related to the construction and future operation and maintenance of the liquefaction facility. As a result, we consolidate Port Arthur LNG. Sempra consolidated $7,179 million and $6,419 million of assets at March 31, 2025 and December 31, 2024, respectively, consisting primarily of PP&E, net, attributable to Port Arthur LNG that could be used only to settle obligations of this VIE and that are not available to settle obligations of Sempra, and $2,437 million and $1,584 million of liabilities at March 31, 2025 and December 31, 2024, respectively, consisting primarily of long-term debt and accounts payable attributable to Port Arthur LNG for which creditors do not have recourse to the general credit of Sempra.

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CASH, CASH EQUIVALENTS AND RESTRICTED CASH

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

RECONCILIATION OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH
(Dollars in millions)
March 31, 2025December 31, 2024
Sempra:
Cash and cash equivalents$1,739$1,565
Restricted cash, current2021
Restricted cash, noncurrent33
Total cash, cash equivalents and restricted cash on the Condensed Consolidated Statements of Cash Flows$1,762$1,589

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 guarantees, which we discuss below and in Note 12.

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.

SDG&E and SoCalGas have regulatory mechanisms to recover credit losses and thus record changes in the allowances for credit losses related to Accounts Receivable – Trade that are probable of recovery in regulatory accounts. We discuss regulatory accounts in Note 4.

Changes in allowances for credit losses for trade receivables and other receivables are as follows:

CHANGES IN ALLOWANCES FOR CREDIT LOSSES
(Dollars in millions)
20252024
Sempra:
Allowances for credit losses at January 1$514$533
Provisions for expected credit losses(4)42
Write-offs(48)(50)
Allowances for credit losses at March 31$462$525
SDG&E:
Allowances for credit losses at January 1$114$144
Provisions for expected credit losses156
Write-offs(20)(17)
Allowances for credit losses at March 31$109$133
SoCalGas:
Allowances for credit losses at January 1$285$331
Provisions for expected credit losses926
Write-offs(28)(33)
Allowances for credit losses at March 31$266$324

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Allowances for credit losses related to trade receivables and other receivables are included in the Condensed Consolidated Balance Sheets as follows:

ALLOWANCES FOR CREDIT LOSSES
(Dollars in millions)
March 31,December 31,
20252024
Sempra:
Accounts receivable – trade, net$395$447
Accounts receivable – other, net5653
Other long-term assets(1)1114
Total allowances for credit losses$462$514
SDG&E:
Accounts receivable – trade, net$76$81
Accounts receivable – other, net2625
Other long-term assets(1)78
Total allowances for credit losses$109$114
SoCalGas:
Accounts receivable – trade, net$232$251
Accounts receivable – other, net3028
Other long-term assets(1)46
Total allowances for credit losses$266$285

(1) In January 2024, the CPUC directed SDG&E and SoCalGas to offer long-term repayment plans to eligible residential customers with past-due balances.

As we discuss below in “Note Receivable,” we have an interest-bearing promissory note due from KKR Pinnacle. 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 both March 31, 2025 and December 31, 2024, $5 million of expected credit losses are included in Other Long-Term Assets on Sempra’s Condensed Consolidated Balance Sheets.

As we discuss in Note 12, 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 both March 31, 2025 and December 31, 2024, $5 million of expected credit losses are included in Deferred Credits and Other on Sempra’s Condensed Consolidated Balance Sheets.

In February 2025, SI Partners entered into a 15-month credit support agreement with a third-party financial institution related to a customer’s secured borrowing for repayment of its past due account balance owed to SI Partners. SI Partners’ maximum exposure to loss under this off-balance sheet arrangement is $85 million. At March 31, 2025, $9 million and $2 million of expected credit losses are included in Other Current Liabilities and Deferred Credits and Other, respectively, on Sempra’s Condensed Consolidated Balance Sheet.

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TRANSACTIONS WITH AFFILIATES

We summarize amounts due from and to unconsolidated affiliates at the Registrants in the following table.

AMOUNTS DUE FROM (TO) UNCONSOLIDATED AFFILIATES
(Dollars in millions)
March 31, 2025December 31, 2024
Sempra:
Tax sharing agreement with Oncor Holdings$11$8
Various affiliates45
Total due from unconsolidated affiliates – current$15$13
TAG Pipelines(1):
5.5% Note due January 14, 2026$—$(8)
5.5% Note due July 14, 2026—(12)
5.5% Note due January 19, 2027—(15)
5.5% Note due July 21, 2027(9)(19)
5.5% Note due January 19, 2028(48)(48)
5.5% Note due July 18, 2028(42)(41)
5.5% Note due January 22, 2029(44)—
TAG Norte – 5.74% Note due December 17, 2029(1)(212)(209)
Total due to unconsolidated affiliates – noncurrent$(355)$(352)
SDG&E:
Sempra$(44)$(42)
SoCalGas(9)(14)
Various affiliates(14)(3)
Total due to unconsolidated affiliates – current$(67)$(59)
Income taxes due from Sempra(2)$21$38
SoCalGas:
SDG&E$32$14
Various affiliates22
Total due from unconsolidated affiliates – current$34$16
Sempra$(25)$(38)
Total due to unconsolidated affiliates – current$(25)$(38)
Income taxes due to Sempra(2)$(78)$(6)

(1) U.S. dollar-denominated loans at fixed interest rates. Amounts include principal balances plus accumulated interest outstanding and VAT payable to the Mexican government.

(2) SDG&E and SoCalGas are included in the consolidated income tax return of Sempra, and their respective income tax expense/benefit 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 from/to Sempra.

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The following table summarizes income statement information from unconsolidated affiliates.

INCOME STATEMENT IMPACT FROM UNCONSOLIDATED AFFILIATES
(Dollars in millions)
Three months ended March 31,
20252024
Sempra:
Revenues$9$10
Interest expense44
SDG&E:
Revenues$6$6
Cost of sales3840
SoCalGas:
Revenues$41$44
Cost of sales(1)(1)(3)

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

Guarantees

Sempra provides guarantees to certain unconsolidated affiliates, which we discuss in Note 12.

INVENTORIES

The components of inventories are as follows:

INVENTORY BALANCES
(Dollars in millions)
SempraSDG&ESoCalGas
March 31, 2025December 31, 2024March 31, 2025December 31, 2024March 31, 2025December 31, 2024
Natural gas$105$163$1$1$95$148
LNG1227————
Materials and supplies451369231201143139
Total$568$559$232$202$238$287

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 $566 million and $585 million at March 31, 2025 and December 31, 2024, respectively.

NOTE RECEIVABLE

In November 2021, Sempra loaned $300 million to KKR Pinnacle 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 Pinnacle. At March 31, 2025 and December 31, 2024, Other Long-Term Assets includes $354 million and $349 million, respectively, of outstanding principal, compounded interest and unamortized transaction costs, net of allowance for credit losses, on Sempra’s Condensed Consolidated Balance Sheets.

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PROPERTY, PLANT AND EQUIPMENT

Sempra Infrastructure’s Sonora natural gas pipeline consists of two pipeline segments, the Sasabe-Puerto Libertad-Guaymas segment and the Guaymas-El Oro segment. Each segment has its own service agreement with the CFE. Following the start of commercial operations of the Guaymas-El Oro segment, Sempra Infrastructure reported damage to the pipeline in the Yaqui territory that has made that section inoperable since August 2017 because it was not able to be repaired due to legal challenges, which were resolved in March 2023, by some members of the Yaqui tribe. Sempra Infrastructure and the CFE have agreed to an amendment to their transportation services agreement and to re-route the portion of the pipeline that is in the Yaqui territory, whereby the CFE would pay for the re-routing with a new tariff. This amendment will terminate if certain conditions are not met, and Sempra Infrastructure retains the right to terminate the transportation services agreement and seek to recover its reasonable and documented costs and lost profit. Sempra Infrastructure continues to acquire and pursue the necessary rights-of-way and permits for the portion of the pipeline that needs to be re-routed. At March 31, 2025, Sempra Infrastructure had $398 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 re-route a portion of the pipeline and resume operations or if Sempra Infrastructure terminates the contract and is unable to obtain recovery.

CAPITALIZED FINANCING COSTS

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

CAPITALIZED FINANCING COSTS
(Dollars in millions)
Three months ended March 31,
20252024
Sempra$174$145
SDG&E2526
SoCalGas2524

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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 PBOPTotal AOCI
Three months ended March 31, 2025 and 2024
Sempra:
Balance at December 31, 2024$(66)$15$(115)$(166)
OCI before reclassifications—(31)(2)(33)
Amounts reclassified from AOCI—(1)54
Net OCI—(32)3(29)
Balance at March 31, 2025$(66)$(17)$(112)$(195)
Balance at December 31, 2023$(36)$3$(117)$(150)
OCI before reclassifications345250
Amounts reclassified from AOCI—(6)2(4)
Net OCI339446
Balance at March 31, 2024$(33)$42$(113)$(104)
SDG&E:
Balance at December 31, 2024 and March 31, 2025$(12)$(12)
Balance at December 31, 2023 and March 31, 2024$(8)$(8)
SoCalGas:
Balance at December 31, 2024$(10)$(17)$(27)
OCI before reclassifications—(2)(2)
Amounts reclassified from AOCI—44
Net OCI—22
Balance at March 31, 2025$(10)$(15)$(25)
Balance at December 31, 2023$(11)$(12)$(23)
Amounts reclassified from AOCI—11
Net OCI—11
Balance at March 31, 2024$(11)$(11)$(22)

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

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RECLASSIFICATIONS OUT OF ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
(Dollars in millions)
Details about AOCI componentsAmounts reclassified from AOCIAffected line item on Condensed Consolidated Statements of Operations
Three months ended March 31,
20252024
Sempra:
Financial instruments:
Interest rate instruments$(2)$(3)Interest expense
Interest rate instruments(5)(5)Equity earnings(1)
Foreign exchange instruments2(3)Revenues: Energy-related businesses
Foreign exchange instruments2(2)Equity earnings(1)
Total, before income tax(3)(13)
13Income tax expense
Total, net of income tax(2)(10)
14Earnings attributable to noncontrolling interests
Total, net of income tax and after NCI$(1)$(6)
Pension and PBOP(2):
Amortization of actuarial loss$2$2Other income, net
Amortization of prior service cost—1Other income, net
Settlement charges4—Other income, net
Total, before income tax63
(1)(1)Income tax expense
Total, net of income tax$5$2
Total reclassifications for the period, net of income tax and after NCI$4$(4)
SoCalGas:
Pension and PBOP(2):
Amortization of actuarial loss$1$—Other income, net
Amortization of prior service cost—1Other income, net
Settlement charges4—Other income, net
Total, before income tax51
(1)—Income tax expense
Total, net of income tax$4$1
Total reclassifications for the period, net of income tax$4$1

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

(2) Amounts are included in the computation of net periodic benefit cost (see “Pension and PBOP” below).

For the three months ended March 31, 2025 and 2024, reclassifications out of AOCI to net income were negligible for SDG&E.

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PENSION AND PBOP

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 Other Income, Net.

NET PERIODIC BENEFIT COST
(Dollars in millions)
PensionPBOP
Three months ended March 31,
2025202420252024
Sempra:
Service cost$32$32$3$4
Interest cost4542109
Expected return on assets(45)(45)(16)(17)
Amortization of:
Prior service cost (credit)11(1)(1)
Actuarial loss (gain)33(3)(4)
Settlement charges4———
Net periodic benefit cost (credit)4033(7)(9)
Regulatory adjustments(28)(25)79
Total expense recognized$12$8$—$—
SDG&E:
Service cost$9$10$1$1
Interest cost121122
Expected return on assets(12)(12)(2)(3)
Amortization of:
Actuarial loss (gain)22(1)—
Net periodic benefit cost1111——
Regulatory adjustments(10)(10)——
Total expense recognized$1$1$—$—
SoCalGas:
Service cost$19$19$3$3
Interest cost282677
Expected return on assets(30)(30)(14)(15)
Amortization of:
Prior service cost (credit)11(1)(1)
Actuarial loss (gain)1—(2)(3)
Settlement charges4———
Net periodic benefit cost (credit)2316(7)(9)
Regulatory adjustments(18)(15)79
Total expense recognized$5$1$—$—

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OTHER INCOME, NET

Other Income, Net, consists of the following:

OTHER INCOME (EXPENSE), NET
(Dollars in millions)
Three months ended March 31,
20252024
Sempra:
Allowance for equity funds used during construction$41$37
Investment gains, net(1)216
Foreign currency transaction gains, net41
Non-service components of net periodic benefit cost2328
Interest on regulatory balancing accounts, net2118
Sundry, net—(1)
Total$91$99
SDG&E:
Allowance for equity funds used during construction$19$20
Non-service components of net periodic benefit cost910
Interest on regulatory balancing accounts, net117
Sundry, net1(4)
Total$40$33
SoCalGas:
Allowance for equity funds used during construction$18$17
Non-service components of net periodic benefit cost1721
Interest on regulatory balancing accounts, net1011
Sundry, net(3)(2)
Total$42$47

(1) Represents net investment gains (losses) 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.

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 March 31,
20252024
Sempra:
Income tax expense$57$172
Income before income taxes and equity earnings$651$705
Equity earnings, before income tax(1)141134
Pretax income$792$839
Effective income tax rate7%21%
SDG&E:
Income tax expense$14$40
Income before income taxes$295$263
Effective income tax rate5%15%
SoCalGas:
Income tax expense$38$43
Income before income taxes$481$402
Effective income tax rate8%11%

(1) We discuss how we recognize equity earnings in Note 5 of the Notes to Consolidated Financial Statements in the Annual Report.

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

For SDG&E and SoCalGas, the CPUC requires flow-through rate-making treatment for the current income tax benefit or expense arising from certain property-related and other temporary differences between the treatment for financial reporting and income tax, which will reverse over time. Under the regulatory accounting treatment required for these flow-through temporary differences, deferred income tax assets and liabilities are not recorded to deferred income tax expense, but rather to a regulatory asset or liability that will be flowed through to customers in the future, 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. Items subject to flow-through treatment include:

▪repairs expenditures related to certain utility plant fixed assets

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

▪cost of removal related to certain utility plant assets

▪utility self-developed software expenditures

▪depreciation related to certain utility plant assets

▪state income taxes

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

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 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures”: ASU 2023-09 improves the transparency of income tax disclosures by requiring disaggregated information about each Registrant’s ETR reconciliation as well as information on income taxes paid. For each annual period, each Registrant will be required to disclose specific categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold (if the effect of those reconciling items is equal to or greater than 5% of the amount computed by multiplying pretax income or loss by the applicable statutory income tax rate). ASU 2023-09 is effective for annual periods beginning after December 15, 2024. Early adoption is permitted for annual financial statements that have not yet been issued. We plan to adopt the standard on December 31, 2025.

ASU 2024-03, “Disaggregation of Income Statement Expenses”: ASU 2024-03 mandates detailed disclosures on the disaggregation of income statement expenses. Public business entities are required to disclose in the notes to financial statements the amounts of purchases of inventory, employee compensation, depreciation and intangible asset amortization included in each relevant expense caption. The standard also requires disclosure of the amount, and a qualitative description of, other items remaining in relevant expense captions that are not separately disaggregated. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted, and entities may adopt the standard on either a prospective or retrospective basis. We are currently evaluating the effect of the standard on our financial reporting and have not yet selected the year in which we will adopt the standard.

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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 tables disaggregate our revenues from contracts with customers by major service line and market. We also provide a reconciliation to total revenues by segment for Sempra. The majority of our revenue is recognized over time.

DISAGGREGATED REVENUES
(Dollars in millions)
Sempra
Sempra CaliforniaSempra InfrastructureConsolidating adjustments and Parent and otherSempra
Three months ended March 31, 2025
By major service line:
Utilities$3,463$26$(6)$3,483
Energy-related businesses—218(20)198
Revenues from contracts with customers$3,463$244$(26)$3,681
By market:
Gas$2,392$142$(5)$2,529
Electric1,071102(21)1,152
Revenues from contracts with customers$3,463$244$(26)$3,681
Revenues from contracts with customers$3,463$244$(26)$3,681
Utilities regulatory revenues(62)——(62)
Other revenues—1821183
Total revenues$3,401$426$(25)$3,802
Three months ended March 31, 2024
By major service line:
Utilities$3,479$30$(6)$3,503
Energy-related businesses—212(18)194
Revenues from contracts with customers$3,479$242$(24)$3,697
By market:
Gas$2,350$125$(5)$2,470
Electric1,129117(19)1,227
Revenues from contracts with customers$3,479$242$(24)$3,697
Revenues from contracts with customers$3,479$242$(24)$3,697
Utilities regulatory revenues(338)——(338)
Other revenues—2774281
Total revenues$3,141$519$(20)$3,640

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DISAGGREGATED REVENUES
(Dollars in millions)
SDG&ESoCalGas
Three months ended March 31,
2025202420252024
By major service line:
Revenues from contracts with customers – Utilities$1,434$1,462$2,068$2,060
By market:
Gas$359$330$2,068$2,060
Electric1,0751,132——
Revenues from contracts with customers$1,434$1,462$2,068$2,060
Revenues from contracts with customers$1,434$1,462$2,068$2,060
Utilities regulatory revenues(14)(83)(48)(255)
Total revenues$1,420$1,379$2,020$1,805

REVENUES FROM CONTRACTS WITH CUSTOMERS

Remaining Performance Obligations

For contracts greater than one year, at March 31, 2025, 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 for contracts greater than one year at March 31, 2025.

REMAINING PERFORMANCE OBLIGATIONS
(Dollars in millions)
Sempra(1)SDG&E
2025 (excluding first three months of 2025)$306$3
20262894
20272894
20282424
20292154
Thereafter2,13352
Total revenues to be recognized$3,474$71

(1) Excludes intercompany transactions.

Contract Liabilities from Revenues from Contracts with Customers

Activities within Sempra’s and SDG&E’s contract liabilities are presented below. There were no contract liabilities at SoCalGas in the three months ended March 31, 2025 or 2024.

CONTRACT LIABILITIES
(Dollars in millions)
20252024
Sempra:
Contract liabilities at January 1$(196)$(198)
Revenue from performance obligations satisfied during reporting period282
Payments received in advance(1)(3)
Contract liabilities at March 31(1)$(169)$(199)
SDG&E:
Contract liabilities at January 1$(72)$(75)
Revenue from performance obligations satisfied during reporting period11
Contract liabilities at March 31(2)$(71)$(74)

(1) Balances at March 31, 2025 include $79 in Other Current Liabilities and $90 in Deferred Credits and Other.

(2) Balances at March 31, 2025 include $4 in Other Current Liabilities and $67 in Deferred Credits and Other.

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Receivables from Revenues from Contracts with Customers

The table below shows receivable balances, net of allowances for credit losses, associated with revenues from contracts with customers on the Condensed Consolidated Balance Sheets.

RECEIVABLES FROM REVENUES FROM CONTRACTS WITH CUSTOMERS
(Dollars in millions)
March 31, 2025December 31, 2024
Sempra:
Accounts receivable – trade, net(1)$1,931$1,787
Accounts receivable – other, net1312
Due from unconsolidated affiliates – current(2)34
Other long-term assets(3)1818
Total$1,965$1,821
SDG&E:
Accounts receivable – trade, net(1)$830$774
Accounts receivable – other, net911
Due from unconsolidated affiliates – current(2)96
Other long-term assets(3)44
Total$852$795
SoCalGas:
Accounts receivable – trade, net$1,018$932
Accounts receivable – other, net41
Other long-term assets(3)1414
Total$1,036$947

(1) At March 31, 2025 and December 31, 2024, includes $150 and $144, respectively, of receivables due from customers that were billed on behalf of Community Choice Aggregators, 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 January 2024, the CPUC directed SDG&E and SoCalGas to offer long-term repayment plans to eligible residential customers with past-due balances.

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NOTE 4. REGULATORY MATTERS

REGULATORY ASSETS AND LIABILITIES

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 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)
SempraSDG&ESoCalGas
March 31, 2025December 31, 2024March 31, 2025December 31, 2024March 31, 2025December 31, 2024
Fixed-price contracts and other derivatives$39$53$6$11$33$42
Deferred income taxes recoverable in rates1,8941,689878802947817
Pension and PBOP plan obligations(436)(458)7(2)(443)(456)
Employee benefit costs1919331616
Removal obligations(3,321)(3,295)(2,726)(2,676)(595)(619)
Environmental costs1471491141153334
Sunrise Powerlink fire mitigation121124121124——
Regulatory balancing accounts(1)(2):
Commodity – electric(220)(313)(220)(313)——
Commodity – gas, including transportation(49)(47)5186(100)(133)
Safety and reliability804820244227560593
Public purpose programs(460)(439)(215)(219)(245)(220)
2024 GRC retroactive impacts656631280277376354
Wildfire mitigation plan873808873808——
Liability insurance premium(33)(24)(22)(15)(11)(9)
Other balancing accounts(178)158(202)(51)24209
Other regulatory (liabilities) assets, net(2)16516487877979
Total$21$39$(721)$(736)$674$707

(1) At March 31, 2025 and December 31, 2024, the noncurrent portion of regulatory balancing accounts – net undercollected for Sempra was $1,824 and $1,731, respectively, for SDG&E was $937 and $873, respectively, and for SoCalGas was $887 and $858, respectively.

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

In April 2025, the CPUC issued a proposed decision that authorizes partial recovery of costs recorded in SoCalGas’ Catastrophic Event Memorandum Account and COVID-19 Pandemic Protections Memorandum Account. The decision authorizes the recovery of $19 million out of the requested $58 million. SoCalGas will continue to pursue recovery of all the costs and will be filing comments in May 2025. A final decision may be issued in June 2025.

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CPUC GRC

The CPUC uses GRCs to set base 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 December 2024, the CPUC approved an FD in the 2024 GRC for SDG&E and SoCalGas that authorizes SDG&E’s and SoCalGas’ revenue requirements for 2024 and attrition year adjustments for 2025 through 2027, inclusively.

The GRC FD adopts a 2024 revenue requirement of $2,699 million for SDG&E’s combined operations ($2,193 million for its electric operations and $506 million for its natural gas operations). SDG&E’s authorized 2024 combined revenue requirement represents an increase of $189 million (7.5%) over its authorized 2023 combined revenue requirement. In connection with SDG&E’s election to change its tax accounting method for gas repairs expenditures, the 2024 combined revenue requirement increase is net of $68 million of income tax benefits for 2023 and 2024 to be flowed through to customers. The GRC FD also specifies an increase in SDG&E’s 2025, 2026, and 2027 combined revenue requirements of $147 million (5.45%), $119 million (4.17%) and $122 million (4.11%), respectively, over the preceding year’s combined revenue requirement. The 2025, 2026 and 2027 revenue requirements will be updated to implement a previously authorized change in the cost of capital, which we describe below, that adjusted SDG&E’s rate of return to 7.45%.

The GRC FD adopts a 2024 revenue requirement of $3,806 million for SoCalGas. SoCalGas’ authorized 2024 revenue requirement represents an increase of $324 million (9.3%) over its authorized 2023 revenue requirement. In connection with SoCalGas’ election to change its tax accounting method for gas repairs expenditures, the 2024 revenue requirement increase is net of $202 million of income tax benefits for 2023 and 2024 to be flowed through to customers. The GRC FD also specifies an increase in SoCalGas’ 2025, 2026, and 2027 revenue requirements of $190 million (5.00%), $116 million (2.91%) and $120 million (2.92%), respectively, over the preceding year’s revenue requirement. The 2025, 2026 and 2027 revenue requirements will be updated to implement a previously authorized change in the cost of capital, which we describe below, that adjusted SoCalGas’ rate of return to 7.49%.

Since the GRC FD was effective retroactive to January 1, 2024, SDG&E and SoCalGas recorded the retroactive impacts in the fourth quarter of 2024.

The GRC provides SDG&E and SoCalGas with numerous mechanisms to seek cost recovery of specified projects and programs. We expect that the requests for cost recovery of these projects and programs, which remain subject to CPUC approval, will result in additional amounts of authorized revenue requirement that are not included in the amounts described above.

2024 GRC Track 2

In October 2023, SDG&E submitted a separate request to the CPUC in its 2024 GRC, known as a Track 2 request. This request seeks review and recovery of $1.5 billion of wildfire mitigation plan costs incurred from 2019 through 2022 that were in addition to amounts authorized in the 2019 GRC and not addressed in the 2024 GRC FD. SDG&E expects to receive a proposed decision for its Track 2 request in the second half of 2025.

Revenue requirements associated with the Track 2 request have been recorded in a regulatory account. In February 2024, the CPUC approved an interim cost recovery mechanism that permits SDG&E to recover in rates $194 million and $96 million of this regulatory account balance in 2024 and 2025, respectively. Such recovery of SDG&E’s wildfire mitigation plan regulatory account balance will be subject to refund, contingent on the reasonableness review decision for its Track 2 request.

2024 GRC Track 3

In April 2025, SDG&E and SoCalGas each submitted additional requests to the CPUC in the 2024 GRC, known as Track 3 requests. SDG&E submitted a request seeking review and recovery of $417 million of its wildfire mitigation plan costs incurred in 2023 that were in addition to the amounts authorized in the 2019 GRC and not addressed in the 2024 GRC. Additionally, SDG&E and SoCalGas submitted a combined request seeking review and recovery of $240 million and $499 million, respectively, of PSEP costs incurred from 2014 through 2019 and 2015 through 2020, respectively. SDG&E and SoCalGas expect to receive proposed decisions for their Track 3 requests in the first half of 2026.

Revenue requirements associated with the Track 3 requests have been recorded in regulatory accounts. SDG&E and SoCalGas are authorized interim rate recovery of up to 50% of the recorded PSEP regulatory account balance at the end of each year. Such interim rate recovery is subject to refund, contingent on the reasonableness review decision for their Track 3 requests.

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CPUC COST OF CAPITAL

A CPUC cost of capital proceeding every three years determines a utility’s authorized capital structure and authorized return on rate base. The CCM applies in the interim years 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 index applicable to SDG&E and SoCalGas is based on each utility’s credit rating. The CCM benchmark rate is the basis of comparison to determine if the CCM is triggered in each measurement period, 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 1.00% for the measurement period. The CCM, if triggered, would automatically update the authorized cost of debt based on actual costs and update the authorized ROE upward or downward by 20% of the difference between the CCM benchmark rate and the applicable Moody’s utility bond index, subject to regulatory approval. Alternatively, each of SDG&E and SoCalGas is permitted to file a cost of capital application to have its cost of capital determined in lieu of the CCM 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.

The following table summarizes the CPUC-approved cost of capital for SDG&E and SoCalGas. The authorized weighting remained unchanged for each of the years presented.

AUTHORIZED COST OF CAPITAL
Authorized weighting2024202520242025
Return on rate baseWeighted return on rate base
SDG&E:
Long-Term Debt45.25%4.34%4.34%1.96%1.96%
Preferred Equity2.756.226.220.170.17
Common Equity52.0010.6510.235.545.32
100.00%7.67%7.45%
SoCalGas:
Long-Term Debt45.60%4.54%4.63%2.07%2.11%
Preferred Equity2.406.006.000.140.14
Common Equity52.0010.5010.085.465.24
100.00%7.67%7.49%

In March 2025, SDG&E and SoCalGas each filed applications with the CPUC seeking to update their cost of capital for 2026 through 2028, subject to the CCM. SDG&E and SoCalGas expect to receive a final decision by the end of 2025.

PROPOSED COST OF CAPITAL FOR 2026 - 2028
SDG&ESoCalGas
Authorized weightingReturn on rate baseWeighted return on rate baseAuthorized weightingReturn on rate baseWeighted return on rate base
46.00%4.62%2.13%Long-Term Debt45.60%5.02%2.29%
—6.22—Preferred Equity2.406.000.14
54.0011.256.08Common Equity52.0011.005.72
100.00%8.21%100.00%8.15%

FERC RATE MATTERS

SDG&E files separately with the FERC for its authorized transmission revenue requirement and ROE on FERC-regulated electric transmission operations and assets.

TO5 Settlement

SDG&E’s authorized TO5 settlement provided for an ROE of 10.60%, consisting of a base ROE of 10.10% plus the California ISO adder. In December 2024, the FERC issued an order, which SDG&E has appealed, finding that SDG&E is not eligible for the California ISO adder and that the TO5 adder refund provision had been triggered, requiring SDG&E to refund customers the California ISO adder retroactively from June 1, 2019.

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TO6 Filing

In October 2024, SDG&E submitted its TO6 filing to the FERC and requested it to be effective January 1, 2025. SDG&E’s TO6 filing proposes, among other items, an increase to SDG&E’s currently authorized base ROE from 10.10% to 11.75% plus the California ISO adder, for a total ROE of 12.25%. In December 2024, the FERC accepted SDG&E’s TO6 filing, subject to refund; suspended the effective date to June 1, 2025; established hearing and settlement judge procedures; and disallowed the inclusion of the California ISO adder, the last of which SDG&E has appealed.

NOTE 5. SEMPRA – 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. Distributions received from equity method investees are classified in the Condensed Consolidated Statements of Cash Flows as either a return on investment in operating activities or a return of investment in investing activities based on the “nature of the distribution” approach. See Note 13 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 Note 5 of the Notes to Consolidated Financial Statements in the Annual Report.

ONCOR HOLDINGS

We account for our 100% equity 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 5 of the Notes to Consolidated Financial Statements in the Annual Report for additional information related to the restrictions on our ability to direct the significant activities of Oncor Holdings and Oncor.

In the three months ended March 31, 2025 and 2024, Sempra contributed $486 million and $193 million, respectively, to Oncor Holdings, and Oncor Holdings distributed $142 million and $100 million, respectively, to Sempra. On May 2, 2025, Sempra contributed $486 million to Oncor Holdings, and on May 1, 2025, Oncor Holdings distributed $142 million to Sempra.

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

SUMMARIZED FINANCIAL INFORMATION – ONCOR HOLDINGS
(Dollars in millions)
Three months ended March 31,
20252024
Operating revenues$1,548$1,458
Operating expenses(1,157)(1,051)
Income from operations391407
Interest expense(185)(150)
Income tax expense(40)(49)
Net income179223
NCI held by Texas Transmission Investment LLC(36)(44)
Earnings attributable to Sempra(1)143179

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

CAMERON LNG JV

In the three months ended March 31, 2025 and 2024, Cameron LNG JV distributed $149 million and $132 million, respectively, to Sempra Infrastructure.

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TAG NORTE

In the three months ended March 31, 2025 and 2024, TAG Norte distributed $45 million and $62 million, respectively, to Sempra Infrastructure.

NOTE 6. SEMPRA – POTENTIAL DIVESTITURES

SEMPRA INFRASTRUCTURE

On March 28, 2025, we determined to move forward with a process to sell (i) Ecogas, a natural gas regulated distribution utility that operates in three separate distribution zones in Mexicali, Chihuahua and La Laguna-Durango, Mexico, and (ii) a portion of our 70% interest in SI Partners equal to between 15% and 30% of SI Partners’ total outstanding interests (the Minority Interest Sale). SI Partners owns non-U.S.-utility energy infrastructure assets, including LNG and natural gas infrastructure in the U.S. and Mexico and renewable energy, liquid petroleum gas and refined products infrastructure in Mexico.

On March 28, 2025, we issued a notice to SI Partners’ minority partners, KKR Pinnacle and ADIA, of our intent to pursue the Minority Interest Sale (such notice, the Sale Notice).

Under SI Partners’ agreement of limited partnership (the LP Agreement), KKR Pinnacle and ADIA have certain rights of first offer for the sale of our interests in SI Partners to certain of our non-affiliates. KKR Pinnacle has 30 business days after the Sale Notice was given to notify us of its offer to purchase the interests included in the Sale Notice. If KKR Pinnacle does not exercise this right, then ADIA will have 10 business days thereafter to make an offer to purchase such interests. If either KKR Pinnacle or ADIA offers to purchase the interests included in the Sale Notice, then we will have 30 business days thereafter to notify KKR Pinnacle or ADIA, as applicable, of our interest in negotiating a definitive sale agreement. If neither KKR Pinnacle nor ADIA exercises its rights of first offer or a proposed transaction is not timely consummated under the terms of the LP Agreement, which terms can be modified by mutual agreement among the parties, then we will have the right to pursue the Minority Interest Sale with third parties.

We expect the Ecogas sale and the Minority Interest Sale to be completed over the next 12-18 months, subject to reaching agreement on acceptable pricing and other terms, securing required regulatory and other approvals, finalizing definitive contracts and other factors and considerations.

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NOTE 7. DEBT AND CREDIT FACILITIES

The principal terms of our debt arrangements are described below and in Note 6 of the Notes to Consolidated Financial Statements in the Annual Report.

SHORT-TERM DEBT

Committed Lines of Credit

At March 31, 2025, Sempra had an aggregate capacity of $9.9 billion under seven primary committed lines of credit, which provide liquidity and support our 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 in the following table.

COMMITTED LINES OF CREDIT
(Dollars in millions)
March 31, 2025
BorrowerExpiration date of facilityTotal facilityCommercial paper outstandingAmounts outstandingLetters of credit outstandingAvailable unused credit
SempraOctober 2029$4,000$(400)$—$—$3,600
SDG&EOctober 20291,500(137)——1,363
SoCalGasOctober 20291,200(147)——1,053
SI Partners and IEnovaSeptember 2025500—(358)—142
SI Partners and IEnovaAugust 20261,000———1,000
SI Partners and IEnovaAugust 20281,500—(366)—1,134
Port Arthur LNGMarch 2030200——(87)113
Total$9,900$(684)$(724)$(87)$8,405

Sempra, SDG&E and SoCalGas each must maintain a ratio of indebtedness to total capitalization (as defined in each of the applicable credit facilities) of no more than 65% at the end of each quarter. At March 31, 2025, each Registrant was in compliance with this ratio under its respective credit facility.

The three lines of credit that are shared by SI Partners and IEnova require that SI Partners maintain a ratio of consolidated adjusted net indebtedness to consolidated earnings before interest, taxes, depreciation and amortization (as defined in each credit facility) of no more than 5.25 to 1.00 at the end of each quarter. At March 31, 2025, SI Partners was in compliance with this ratio.

Uncommitted Line of Credit

ECA LNG Phase 1 has an uncommitted line of credit with an aggregate capacity of $100 million that expires in August 2026. Borrowings are generally used for working capital requirements and can be in U.S. dollars or Mexican pesos. At March 31, 2025, ECA LNG Phase 1 had outstanding borrowings of $5 million, before reductions of any unamortized discounts, in Mexican pesos that bear interest at a variable rate based on the 28-day Interbank Equilibrium Interest Rate plus 154 bps. Borrowings made in U.S. dollars bear interest at a variable rate based on the one-month or three-month SOFR plus 164 bps and a credit adjustment spread of 10 bps.

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Uncommitted Letters of Credit

Outside of our domestic and foreign credit facilities, we have bilateral unsecured standby letter of credit capacity with select lenders that is uncommitted and supported by reimbursement agreements. At March 31, 2025, we had $487 million in standby letters of credit outstanding under these agreements.

UNCOMMITTED LETTERS OF CREDIT OUTSTANDING
(Dollars in millions)
Expiration date rangeMarch 31, 2025
SDG&EMay 2025 - January 2026$21
SoCalGasJune 2025 - March 202615
Other SempraApril 2025 - November 2054451
Total Sempra$487

Term Loan

In May 2024, SoCalGas entered into a $500 million, 364-day term loan facility with a maturity date of May 22, 2025, and in December 2024, SoCalGas increased the amount of the term loan to $700 million. SoCalGas borrowed the full $700 million available under the term loan, net of negligible debt issuance costs, which is included in Short-Term Debt on SoCalGas’ Balance Sheets. SoCalGas may request a further increase in the term loan facility of up to $300 million prior to the maturity date, subject to lender approval. The outstanding borrowings bear interest at a per annum rate equal to term SOFR, plus 80 bps and a credit adjustment spread of 10 bps. SoCalGas used the proceeds to repay commercial paper and for other general corporate purposes.

Weighted-Average Interest Rates

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

WEIGHTED-AVERAGE INTEREST RATES
March 31, 2025December 31, 2024
Sempra5.02%5.03%
SDG&E4.734.76
SoCalGas5.115.02

LONG-TERM DEBT

SDG&E

In March 2025, SDG&E issued $850 million aggregate principal amount of 5.40% first mortgage bonds due in full upon maturity on April 15, 2035 and received proceeds of $840 million (net of debt discount, underwriting discounts and debt issuance costs of $10 million). The first mortgage bonds are redeemable prior to maturity, subject to their terms, and in certain circumstances subject to make-whole provisions. SDG&E intends to use the net proceeds for general corporate purposes, including repayment of outstanding commercial paper and potentially other indebtedness.

Other Sempra

ECA LNG Phase 1

ECA LNG Phase 1 has a five-year loan agreement with a syndicate of seven external lenders that matures on December 9, 2025 for an aggregate principal amount of up to $1.3 billion. IEnova and TotalEnergies SE have provided guarantees for repayment of the loans plus accrued and unpaid interest of 83.4% and 16.6%, respectively. At both March 31, 2025 and December 31, 2024, $1.1 billion of borrowings from external lenders were outstanding under the loan agreement, with a weighted-average interest rate of 7.36% and 7.29%, respectively. Proceeds from the loan are being used to finance the cost of construction of the ECA LNG Phase 1 project.

Port Arthur LNG

Port Arthur LNG has a seven-year term loan facility agreement with a syndicate of lenders that matures on March 20, 2030 for an aggregate principal amount of approximately $6.8 billion. At March 31, 2025 and December 31, 2024, $1.2 billion and $1.1 billion, respectively, of borrowings were outstanding under the loan agreement, both with an all-in weighted-average interest rate of 5.33%.

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In January 2025, Port Arthur LNG issued senior secured notes for an aggregate principal amount of $750 million and received proceeds of $742 million (net of debt issuance costs of $8 million). In April 2025, Port Arthur LNG issued senior secured notes for an aggregate principal amount of $250 million and received proceeds of $248 million (net of debt issuance costs of $2 million). The notes issued in January 2025 and April 2025 bear interest at the rate of 6.27% and 6.32%, respectively, and mature in December 2042. The net proceeds were used to repay borrowings and accrued interest under the existing Port Arthur LNG term loan facility.

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 contracts that otherwise would have been accounted for as 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 (1) principal settlements of cross-currency swaps that hedge exposure related to Mexican peso-denominated debt and amounts related to terminations or early settlements of interest rate swaps as financing activities, (2) principal settlements of interest rate swaps associated with capitalized interest costs incurred to finance capital projects as investing activities, and (3) 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 of variability of future cash flows of a given revenue or expense item, and other criteria.

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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 limited by company policy. SDG&E’s risk management and transacting activity plans for electricity derivatives are also required to be filed with, and have been approved by, the CPUC. SoCalGas is also subject to certain regulatory requirements and thresholds related to natural gas procurement under the GCIM. 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 its assets which support the following businesses: LNG, natural gas pipelines 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 derivatives to hedge exposures such as GHG allowances.

The following table summarizes net energy derivative volumes.

NET ENERGY DERIVATIVE VOLUMES
(Quantities in millions)
CommodityUnit of measureMarch 31, 2025December 31, 2024
Sempra:
Natural gasMMBtu690637
Congestion revenue rightsMWh2527
SDG&E:
Natural gasMMBtu1716
Congestion revenue rightsMWh2527
SoCalGas:
Natural gasMMBtu385347

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 equity method investees, 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.

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

INTEREST RATE DERIVATIVES
(Dollars in millions)
March 31, 2025December 31, 2024
Notional amountMaturitiesNotional amountMaturities
Sempra:
Cash flow hedges$2712025-2034$2712025-2034
Undesignated derivatives(1)3,1892025-20483,1892025-2048

(1) At March 31, 2025 and December 31, 2024, undesignated derivatives accrued interest based on a notional amount of $1,260 and $1,598, respectively.

FOREIGN CURRENCY DERIVATIVES

From time to time, Sempra Infrastructure and its JVs may use 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. Oncor uses cross-currency swaps designated as fair value hedges intended to offset foreign currency exchange rate risk related to its Euro denominated debt.

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 notional amounts of our foreign currency derivatives, excluding those in our equity method investments.

FOREIGN CURRENCY DERIVATIVES
(Dollars in millions)
March 31, 2025December 31, 2024
Notional amountMaturitiesNotional amountMaturities
Sempra:
Foreign currency derivatives$1282025-2026$1622025-2026

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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. We discuss the fair value of derivative assets and liabilities in Note 9.

DERIVATIVE INSTRUMENTS ON THE CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in millions)
March 31, 2025
Current assets: Fixed-price contracts and other derivatives(1)Other long-term assetsOther current liabilitiesDeferred credits and other
Sempra:
Derivatives designated as hedging instruments:
Interest rate instruments$6$24$—$—
Foreign exchange instruments1—(1)—
Derivatives not designated as hedging instruments:
Interest rate instruments11179——
Commodity contracts not subject to rate recovery1617(26)(39)
Associated offsetting commodity contracts(12)(16)1216
Commodity contracts subject to rate recovery144(41)(17)
Associated offsetting commodity contracts(12)(2)122
Associated offsetting cash collateral——45
Net amounts presented on the balance sheet24206(40)(33)
Additional cash collateral for commodity contracts not subject to rate recovery87———
Additional cash collateral for commodity contracts subject to rate recovery25———
Total$136$206$(40)$(33)
SDG&E:
Derivatives not designated as hedging instruments:
Commodity contracts subject to rate recovery$9$4$(12)$(7)
Associated offsetting commodity contracts(7)(2)72
Associated offsetting cash collateral——45
Net amounts presented on the balance sheet22(1)—
Additional cash collateral for commodity contracts subject to rate recovery23———
Total$25$2$(1)$—
SoCalGas:
Derivatives not designated as hedging instruments:
Commodity contracts subject to rate recovery$5$—$(29)$(10)
Associated offsetting commodity contracts(5)—5—
Net amounts presented on the balance sheet——(24)(10)
Additional cash collateral for commodity contracts subject to rate recovery2———
Total$2$—$(24)$(10)

(1) Included in Other Current Assets for SDG&E and SoCalGas.

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DERIVATIVE INSTRUMENTS ON THE CONDENSED CONSOLIDATED BALANCE SHEETS (CONTINUED)
(Dollars in millions)
December 31, 2024
Current assets: Fixed-price contracts and other derivatives(1)Other long-term assetsOther current liabilitiesDeferred credits and other
Sempra:
Derivatives designated as hedging instruments:
Interest rate instruments$7$28$—$—
Foreign exchange instruments41——
Derivatives not designated as hedging instruments:
Interest rate instruments12246——
Commodity contracts not subject to rate recovery1623(21)(43)
Associated offsetting commodity contracts(15)(23)1523
Commodity contracts subject to rate recovery74(55)(10)
Associated offsetting commodity contracts(5)(2)52
Associated offsetting cash collateral——104
Net amounts presented on the balance sheet26277(46)(24)
Additional cash collateral for commodity contracts not subject to rate recovery40———
Additional cash collateral for commodity contracts subject to rate recovery25———
Total(2)$91$277$(46)$(24)
SDG&E:
Derivatives not designated as hedging instruments:
Commodity contracts subject to rate recovery$4$4$(13)$(6)
Associated offsetting commodity contracts(2)(2)22
Associated offsetting cash collateral——104
Net amounts presented on the balance sheet22(1)—
Additional cash collateral for commodity contracts subject to rate recovery21———
Total(2)$23$2$(1)$—
SoCalGas:
Derivatives not designated as hedging instruments:
Commodity contracts subject to rate recovery$3$—$(42)$(4)
Associated offsetting commodity contracts(3)—3—
Net amounts presented on the balance sheet——(39)(4)
Additional cash collateral for commodity contracts subject to rate recovery4———
Total$4$—$(39)$(4)

(1) Included in Other Current Assets for SDG&E and SoCalGas.

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

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

HEDGE IMPACTS
(Dollars in millions)
Pretax (loss) gain recognized in OCIPretax gain (loss) reclassified from AOCI into earnings
Three months ended March 31,Three months ended March 31,
20252024Location20252024
Sempra:
Cash flow hedges:
Interest rate instruments$(3)$142Interest expense$2$3
Interest rate instruments(20)28Equity earnings(1)55
Foreign exchange instruments(5)1Revenues: Energy- related businesses(2)3
Foreign exchange instruments(4)—Equity earnings(1)(2)2
Fair value hedges:
Foreign exchange instruments(9)—Equity earnings(1)——
Total$(41)$171$3$13

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

For Sempra, we expect that net gains before NCI of $19 million, which are net of income tax expense, that are currently recorded in AOCI (with net gains of $8 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.

At March 31, 2025, the maximum length of time over which Sempra is hedging its exposure to the variability in future cash flows for forecasted transactions, excluding those forecasted transactions related to the payment of variable interest on existing financial instruments, is approximately one year.

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

UNDESIGNATED DERIVATIVE IMPACTS
(Dollars in millions)
Pretax (loss) gain on derivatives recognized in earnings
Three months ended March 31,
Location20252024
Sempra:
Commodity contracts not subject to rate recoveryRevenues: Energy-related businesses$6$79
Commodity contracts subject to rate recoveryCost of natural gas(16)(6)
Commodity contracts subject to rate recoveryCost of electric fuel and purchased power3(23)
Interest rate instrumentsInterest expense(65)—
Total$(72)$50
SDG&E:
Commodity contracts subject to rate recoveryCost of electric fuel and purchased power$3$(23)
SoCalGas:
Commodity contracts subject to rate recoveryCost of natural gas$(16)$(6)

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CREDIT RISK RELATED CONTINGENT FEATURES

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

For Sempra, the total fair value of this group of derivative instruments in a liability position at March 31, 2025 and December 31, 2024 was $105 million and $122 million, respectively. For SDG&E, the total fair value of this group of derivative instruments in a liability position was $1 million at March 31, 2025 and negligible at December 31, 2024. For SoCalGas, the total fair value of this group of derivative instruments in a liability position at March 31, 2025 and December 31, 2024 was $34 million and $42 million, respectively. At March 31, 2025, if the credit ratings of Sempra, SDG&E or SoCalGas were reduced below investment grade, $105 million, $1 million and $34 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.

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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 tables below set forth our financial assets and liabilities, by level within the fair value hierarchy, that were accounted for at fair value on a recurring basis at March 31, 2025 and December 31, 2024. 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, 2024.

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 instruments 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 at SDG&E, as we discuss below in “Level 3 Information – SDG&E.” We further discuss derivative assets and liabilities in Note 8.

▪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 12, 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 – Other Sempra.”

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RECURRING FAIR VALUE MEASURES
(Dollars in millions)
Level 1Level 2Level 3Netting(1)Total
Fair value at March 31, 2025
Sempra:
Assets:
Nuclear decommissioning trusts:
Short-term investments, primarily cash equivalents$16$2$—$18
Equity securities2773—280
Debt securities:
Debt securities issued by the U.S. Treasury and other U.S. government corporations and agencies3526—61
Municipal bonds—288—288
Other securities—236—236
Total debt securities35550—585
Total nuclear decommissioning trusts(2)328555—883
Short-term investments held in Rabbi Trust46——46
Support Agreement, net of related guarantee fees——3838
Interest rate instruments—220—$—220
Foreign exchange instruments—1——1
Commodity contracts not subject to rate recovery—33—5992
Commodity contracts subject to rate recovery9541129
Total$383$814$42$70$1,309
Liabilities:
Foreign exchange instruments$—$1$—$—$1
Commodity contracts not subject to rate recovery—65—(28)37
Commodity contracts subject to rate recovery1840—(23)35
Total$18$106$—$(51)$73
Fair value at December 31, 2024
Sempra:
Assets:
Nuclear decommissioning trusts:
Short-term investments, primarily cash equivalents$8$2$—$10
Equity securities2953—298
Debt securities:
Debt securities issued by the U.S. Treasury and other U.S. government corporations and agencies4126—67
Municipal bonds—287—287
Other securities—228—228
Total debt securities41541—582
Total nuclear decommissioning trusts(2)344546—890
Short-term investments held in Rabbi Trust64——64
Support Agreement, net of related guarantee fees——2525
Interest rate instruments—293—$—293
Foreign exchange instruments—5——5
Commodity contracts not subject to rate recovery—39—241
Commodity contracts subject to rate recovery6141829
Total$414$884$29$20$1,347
Liabilities:
Commodity contracts not subject to rate recovery$1$63$—$(38)$26
Commodity contracts subject to rate recovery2045—(21)44
Total$21$108$—$(59)$70

(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.

(2) Excludes receivables (payables), net.

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RECURRING FAIR VALUE MEASURES
(Dollars in millions)
Level 1Level 2Level 3Netting(1)Total
Fair value at March 31, 2025
SDG&E:
Assets:
Nuclear decommissioning trusts:
Short-term investments, primarily cash equivalents$16$2$—$18
Equity securities2773—280
Debt securities:
Debt securities issued by the U.S. Treasury and other U.S. government corporations and agencies3526—61
Municipal bonds—288—288
Other securities—236—236
Total debt securities35550—585
Total nuclear decommissioning trusts(2)328555—883
Commodity contracts subject to rate recovery9—4$1427
Total$337$555$4$14$910
Liabilities:
Commodity contracts subject to rate recovery$18$1$—$(18)$1
Fair value at December 31, 2024
SDG&E:
Assets:
Nuclear decommissioning trusts:
Short-term investments, primarily cash equivalents$8$2$—$10
Equity securities2953—298
Debt securities:
Debt securities issued by the U.S. Treasury and other U.S. government corporations and agencies4126—67
Municipal bonds—287—287
Other securities—228—228
Total debt securities41541—582
Total nuclear decommissioning trusts(2)344546—890
Commodity contracts subject to rate recovery4—4$1725
Total$348$546$4$17$915
Liabilities:
Commodity contracts subject to rate recovery$18$1$—$(18)$1

(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.

(2) Excludes receivables (payables), net.

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RECURRING FAIR VALUE MEASURES
(Dollars in millions)
Level 1Level 2Level 3Netting(1)Total
Fair value at March 31, 2025
SoCalGas:
Assets:
Commodity contracts subject to rate recovery$—$5$—$(3)$2
Liabilities:
Commodity contracts subject to rate recovery$—$39$—$(5)$34
Fair value at December 31, 2024
SoCalGas:
Assets:
Commodity contracts subject to rate recovery$2$1$—$1$4
Liabilities:
Commodity contracts subject to rate recovery$2$44$—$(3)$43

(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 classified as Level 3 in the fair value hierarchy for Sempra and SDG&E.

LEVEL 3 RECONCILIATIONS**(1)**
(Dollars in millions)
Three months ended March 31,
20252024
Balance at January 1$4$10
Realized and unrealized gains (losses), net(1)(1)
Allocated transmission instruments2—
Settlements(1)—
Balance at March 31$4$9
Change in unrealized losses relating to instruments still held at March 31$(2)$—

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

Inputs used to determine the fair value of CRRs are reviewed and compared with market conditions to determine reasonableness.

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
2025$(7.38)to$15.54$0.01
2024(3.69)to9.55(0.44)

The impact associated with discounting is not significant. 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.

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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. Because unrealized gains and losses are recorded as regulatory assets and liabilities, they do not affect earnings.

Other Sempra

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.

LEVEL 3 RECONCILIATIONS
(Dollars in millions)
Three months ended March 31,
20252024
Balance at January 1$25$23
Realized and unrealized gains (losses), net(1)152
Settlements(2)(2)
Balance at March 31(2)$38$23
Change in unrealized gains relating to instruments still held at March 31$15$1

(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 $8 in Other Current Assets and $30 in Other Long-term Assets at March 31, 2025 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 A2 and A3 at March 31, 2025, and 2024, respectively, 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.

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Fair Value of Financial Instruments

The fair values of certain of our financial instruments (cash, current and noncurrent accounts receivable, amounts due to/from unconsolidated affiliates with original maturities of less than 90 days, dividends and accounts payable due in one year or less, short-term debt and customer deposits) approximate their carrying amounts because of the short-term nature of these instruments. Investments in life insurance contracts that we hold in support of our Supplemental Executive Retirement, Cash Balance Restoration and Deferred Compensation Plans are carried at cash surrender values, which represent the amount of cash that could be realized under the contracts. The following table provides the carrying amounts and fair values of certain other financial instruments that are not recorded at fair value on the Condensed Consolidated Balance Sheets.

FAIR VALUE OF FINANCIAL INSTRUMENTS
(Dollars in millions)
Carrying amountFair value
Level 1Level 2Level 3Total
March 31, 2025
Sempra:
Long-term note receivable(1)$356$—$—$344$344
Long-term amounts due to unconsolidated affiliates355—329—329
Total long-term debt(2)34,697—31,804—31,804
SDG&E:
Total long-term debt(3)$9,800$—$8,621$—$8,621
SoCalGas:
Total long-term debt(4)$7,359$—$6,878$—$6,878
December 31, 2024
Sempra:
Long-term note receivable(1)$351$—$—$334$334
Long-term amounts due to unconsolidated affiliates352—324—324
Total long-term debt(2)32,899—30,193—30,193
SDG&E:
Total long-term debt(3)$8,950$—$7,760$—$7,760
SoCalGas:
Total long-term debt(4)$7,359$—$6,880$—$6,880

(1) Before allowances for credit losses of $5 at both March 31, 2025 and December 31, 2024. Excludes unamortized transaction costs of $3 at both March 31, 2025 and December 31, 2024.

(2) After the effects of interest rate swaps. Before reductions of unamortized discount and debt issuance costs of $395 and $382 at March 31, 2025 and December 31, 2024, respectively, and excluding finance lease obligations of $1,315 at both March 31, 2025 and December 31, 2024.

(3) Before reductions of unamortized discount and debt issuance costs of $103 and $95 at March 31, 2025 and December 31, 2024, respectively, and excluding finance lease obligations of $1,197 and $1,205 at March 31, 2025 and December 31, 2024, respectively.

(4) Before reductions of unamortized discount and debt issuance costs of $64 and $65 at March 31, 2025 and December 31, 2024, respectively, and excluding finance lease obligations of $118 and $110 at March 31, 2025 and December 31, 2024, respectively.

We provide the fair values for the securities held in the NDT related to SONGS in Note 11.

NOTE 10. SEMPRA – EQUITY AND EARNINGS PER COMMON SHARE

COMMON STOCK OFFERINGS

ATM Program

In November 2024, we established an ATM program providing for the offer and sale of shares of Sempra common stock having an aggregate gross sales price of up to $3.0 billion through agents acting as our sales agents or as forward sellers or directly to the agents as principals. The shares may be offered and sold in amounts and at times to be determined by us from time to time. The agents will be entitled to a commission that will not exceed 1.0% of the gross sales price of all shares sold through it as agent pursuant to the Sales Agreement.

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Under the ATM program, we may enter into separate forward sale agreements with affiliates of the agents as forward purchasers. We expect to fully physically settle each forward sale agreement. However, we will generally have the right, subject to certain exceptions, to elect to cash settle or net share settle all or any portion of our obligations under any such forward sale agreement. With respect to forward sale agreements with any forward purchaser, we expect that such forward purchaser (or its affiliate) will attempt to borrow from third parties and sell, through the relevant agent acting as sales agent for such forward purchaser, shares of our common stock to hedge such forward purchaser’s exposure under such forward sale agreement. We will not receive any proceeds from any sale of shares borrowed by a forward purchaser (or its affiliate) and sold through a forward seller. The forward seller will receive a commission, in the form of a reduction to the initial forward price under the related forward sale agreement, at a mutually agreed rate that will not exceed (subject to certain exceptions) 1.0% of the volume-weighted average of the gross sales price per share of all of the borrowed shares of Sempra common stock sold through such forward seller.

We intend to use a substantial portion of the net proceeds we receive from the issuance and sale by us of any shares of our common stock to or through the agents and any net proceeds we receive through the settlement of any forward sale agreements with the forward purchasers for working capital and other general corporate purposes, including to partly finance our long-term capital plan and to repay outstanding commercial paper and potentially other indebtedness. At March 31, 2025, approximately $2.6 billion of common stock remained available for sale under the ATM program, which reflects the forward sale agreements that we describe below.

Forward Sale Agreements

Since establishing the ATM program, an aggregate of 4,996,591 shares have been sold under the forward sale agreements described below with an average initial forward price of $83.175. Such average initial forward price is weighted to take into account the number of shares sold under each forward sale agreement.

In the fourth quarter of 2024, we entered into a forward sale agreement under the ATM program with Bank of America, N.A. as forward purchaser. From time to time during the quarter at our instruction, the forward purchaser borrowed, and an affiliate of the forward purchaser sold, 2,909,274 shares of Sempra common stock under this agreement. At the initial forward price of $92.1546 per share, the proceeds from this forward sale agreement if we elect full physical settlement would be approximately $268 million (net of sales commissions of approximately $2.4 million, but before deducting equity issuance costs, and subject to certain adjustments pursuant to the forward sale agreements). At March 31, 2025, a total of 2,909,274 shares of Sempra common stock remain subject to future settlement under this forward sale agreement, which may be settled on one or more dates specified by us no later than June 30, 2026.

In the first quarter of 2025, we entered into a forward sale agreement under the ATM program with Wells Fargo Bank, N.A. as forward purchaser. From time to time during the quarter at our instruction, the forward purchaser borrowed, and an affiliate of the forward purchaser sold, 2,087,317 shares of Sempra common stock under this agreement. At the initial forward price of $70.6593 per share, the proceeds from this forward sale agreement if we elect full physical settlement would be approximately $147 million (net of sales commissions of approximately $1.3 million, but before deducting equity issuance costs, and subject to certain adjustments pursuant to the forward sale agreements). At March 31, 2025, a total of 2,087,317 shares of Sempra common stock remain subject to future settlement under this forward sale agreement, which may be settled on one or more dates specified by us no later than March 31, 2027.

The shares offered pursuant to the forward sale agreements were borrowed by the applicable forward purchaser and therefore were not newly issued shares. We did not initially receive any proceeds from the sale of shares pursuant to the forward sale agreements. Although we may settle the forward sale agreements entirely by the physical delivery of shares of our common stock in exchange for cash proceeds, we may, subject to certain conditions, elect cash settlement or net share settlement for all or a portion of our obligations under the forward sale agreements. The forward sale agreements are also subject to acceleration by the applicable forward purchaser upon the occurrence of certain events.

COMMON STOCK REPURCHASES

In the three months ended March 31, 2025 and 2024, we withheld 671,961 shares for $57 million and 552,799 shares for $40 million, respectively, of our common stock that would otherwise be issued to long-term incentive plan participants who do not elect otherwise upon the vesting of RSUs and exercise of stock options in an amount sufficient to satisfy minimum statutory tax withholding requirements. Such share withholding is considered a share repurchase for accounting purposes.

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NONCONTROLLING INTERESTS

Ownership interests in a consolidated entity that are held by unconsolidated owners are accounted for and reported as NCI.

SI Partners Subsidiaries

Both SI Partners and ConocoPhillips have provided guarantees relating to their respective affiliate’s commitment to make its pro rata equity share of capital contributions to fund 110% of the development budget of the PA LNG Phase 1 project, in an aggregate amount of up to $9.0 billion. SI Partners’ guarantee covers 70% of this amount plus enforcement costs of its guarantee. As of March 31, 2025, an aggregate amount of $2.7 billion has been paid by SI Partners’ subsidiary in satisfaction of its commitment to fund its portion of the development budget of the PA LNG Phase 1 project.

EARNINGS PER COMMON SHARE

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

EARNINGS PER COMMON SHARE COMPUTATIONS
(Dollars in millions, except per share amounts; shares in thousands)
Three months ended March 31,
20252024
Sempra:
Numerator:
Earnings attributable to common shares$906$801
Denominator:
Weighted-average common shares outstanding for basic EPS(1)651,992632,821
Dilutive effect of common shares sold forward—673
Dilutive effect of stock options and RSUs(2)1,0261,860
Weighted-average common shares outstanding for diluted EPS653,018635,354
EPS:
Basic$1.39$1.27
Diluted$1.39$1.26

(1) Includes 516 and 624 fully vested RSUs held in our Deferred Compensation Plan for the three months ended March 31, 2025 and 2024, 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) 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 13 of the Notes to Consolidated Financial Statements in the Annual Report, dilutive RSUs may vary widely from period-to-period.

The potentially dilutive impact from stock options and RSUs is calculated under the treasury stock method. Under this method, proceeds based on the exercise price and unearned compensation are assumed to be used to repurchase shares on the open market at the average market price for the period, reducing the number of potential new shares to be issued and sometimes causing an antidilutive effect. The computation of diluted EPS for the three months ended March 31, 2025 and 2024 excludes 522,283 and 1,356,470 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.

The potentially dilutive impact from the forward sale of our common stock pursuant to the forward sale agreements that we discuss above is reflected in our diluted EPS calculation using the treasury stock method. We anticipate there will be a dilutive effect on our EPS when the average market price of our common stock shares is above the applicable adjusted forward price, subject to increase or decrease based on the overnight bank funding rate, less a spread, and subject to decrease by amounts related to expected dividends on shares of our common stock during the term of the forward sale agreements. Additionally, if we decide to physically settle or net share settle the forward sale agreements, delivery of our shares to the forward purchasers on any such physical settlement or net share settlement of the forward sale agreements would result in dilution to our EPS.

Pursuant to Sempra’s share-based compensation plans, the Compensation and Talent Development Committee of Sempra’s board of directors granted 303,614 nonqualified stock options, 601,483 performance-based RSUs and 238,399 service-based RSUs in the three months ended March 31, 2025, primarily in January.

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We discuss share-based compensation plans and related awards and the terms and conditions of Sempra’s equity securities further in Notes 11, 12 and 13 of the Notes to Consolidated Financial Statements in the Annual Report.

NOTE 11. 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 14 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 be completed around 2030. 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 an independent spent fuel storage installation and puts in place a program for the fuel’s disposal. SDG&E is responsible for approximately 20% of the total decommissioning cost.

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 January 2025, the CPUC granted SDG&E authorization to access NDT funds of up to $66 million for forecasted 2025 costs.

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Nuclear Decommissioning Trusts

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

NUCLEAR DECOMMISSIONING TRUSTS
(Dollars in millions)
CostGross unrealized gainsGross unrealized lossesEstimated fair value
March 31, 2025
Short-term investments, primarily cash equivalents$18$—$—$18
Equity securities72211(3)280
Debt securities:
Debt securities issued by the U.S. Treasury and other U.S. government corporations and agencies(1)611(1)61
Municipal bonds(2)2961(9)288
Other securities(3)2393(6)236
Total debt securities5965(16)585
Receivables (payables), net(18)——(18)
Total$668$216$(19)$865
December 31, 2024
Short-term investments, primarily cash equivalents$10$—$—$10
Equity securities78223(3)298
Debt securities:
Debt securities issued by the U.S. Treasury and other U.S. government corporations and agencies671(1)67
Municipal bonds2951(9)287
Other securities2342(8)228
Total debt securities5964(18)582
Receivables (payables), net(15)——(15)
Total$669$227$(21)$875

(1) Maturity dates are 2025-2055.

(2) Maturity dates are 2025-2058.

(3) Maturity dates are 2025-2069.

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

SALES OF SECURITIES IN THE NUCLEAR DECOMMISSIONING TRUSTS
(Dollars in millions)
Three months ended March 31,
20252024
Proceeds from sales$274$181
Gross realized gains1014
Gross realized losses22

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

The present value of SDG&E’s asset retirement obligation related to decommissioning costs for all three SONGS units was $461 million at March 31, 2025 and is based on a cost study prepared in 2024, which is pending CPUC approval.

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NOTE 12. COMMITMENTS, CONTINGENCIES AND GUARANTEES

LEGAL PROCEEDINGS

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

At March 31, 2025, loss contingency accruals for legal matters that are probable and estimable were $40 million for Sempra and $26 million for SoCalGas.

SDG&E

City of San Diego Franchise Agreement

In 2021, two lawsuits were filed in the California Superior Court challenging various aspects of the natural gas and electric franchise agreements granted by the City of San Diego to SDG&E. Both lawsuits ultimately sought to void the franchise agreements. In one of the cases, judgment was granted in favor of SDG&E and the City of San Diego. In November 2024, the Court of Appeal affirmed the trial court judgment in favor of SDG&E and the City of San Diego. The plaintiff’s further appeal to the California Supreme Court was denied. In the second case, the court ruled in favor of SDG&E and the City of San Diego, upholding all terms of the franchise agreements, except for the two-thirds City Council vote requirement for termination if the City decides to terminate under certain circumstances. Under the court’s ruling, the City can instead terminate on a majority vote, so long as it satisfies repayment provisions under the franchise agreements. Both sides have appealed the ruling.

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.

In 2022, SoCalGas paid $1.79 billion under a settlement agreement that resolved the lawsuits of over 99% of the approximately 36,000 individual plaintiffs with lawsuits then-pending against SoCalGas and Sempra related to the Leak. The individual plaintiffs who did not participate in the settlement (the Non-Settling Individual Plaintiffs) are able to continue to pursue their claims. As of May 5, 2025, there are approximately 505 plaintiffs, who are either new plaintiffs or Non-Settling Individual Plaintiffs.

The new plaintiffs’ cases and Non-Settling Individual Plaintiffs’ cases are coordinated before a single court in the Los Angeles County Superior Court for pretrial management under a consolidated master complaint filed in November 2017, with one plaintiff’s case proceeding under a separate complaint. Both the consolidated master complaint and the separate complaint assert negligence, negligence per se, strict liability, negligent and intentional infliction of emotional distress and fraudulent concealment. The consolidated master complaint asserts additional causes of action for private and public nuisance (continuing and permanent), trespass, inverse condemnation, loss of consortium and wrongful death against SoCalGas and Sempra. The separate complaint asserts an additional cause of action for assault and battery. Both complaints seek compensatory and punitive damages for personal injuries, lost wages and/or lost profits, costs of future medical monitoring, and attorneys’ fees. The consolidated master complaint also seeks property damage and diminution in property value, injunctive relief and civil penalties.

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Other Sempra

Energía Costa Azul

We describe below certain land 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 under construction and in development are expected to be situated or on which portions of the ECA Regas Facility that would be necessary for the operation of such 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. Sempra Infrastructure has been engaged in a long-running land dispute with a claimant 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). The claimant to the adjacent property filed suit to reinitiate an administrative procedure at SEDATU to obtain the property title for the disputed property that had previously been issued in a ruling by the federal Agrarian Court and subsequently reversed by a federal court in Mexico. In April 2021, the proceeding in the Agrarian Court concluded with the court ordering that the administrative procedure be restarted. The administrative procedure at SEDATU may continue if SEDATU decides to reopen the matter.

In addition, a plaintiff filed a claim in the federal Agrarian Court that 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. In August 2024, the Federal Collegiate Circuit Court ruled in favor of the ECA Regas Facility. In November 2024, the plaintiff filed an appeal with the Mexican Supreme Court.

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

In 2018 and 2021, three related claimants filed separate challenges in the federal district court in Ensenada, Baja California seeking revocation of 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 against the permits 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 to cancel the injunction but was not successful. The lower court’s ruling was favorable to the ECA Regas Facility, as the court determined that no harm has been caused to the plaintiff and dismissed the lawsuit. The claimant appealed and has petitioned the Mexican Supreme Court to resolve the appeal. The Mexican Supreme Court has yet to determine if it will hear the case.

▪In the second case, the initial request for a provisional injunction against the permits 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 construction activities did not violate the injunction. The claimants appealed this ruling but were not successful. The lower court’s ruling was favorable to the ECA Regas Facility, as the court determined that no harm has been caused to the plaintiffs and dismissed the lawsuit. The claimants appealed and have petitioned the Mexican Supreme Court to resolve the appeal. The Mexican Supreme Court has yet to determine if it will hear the case.

▪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. The claimants appealed this ruling but were not successful. The lower court’s ruling was favorable to the ECA Regas Facility, as the court determined that no harm has been caused to the plaintiffs and dismissed the lawsuit. The claimants appealed and the appellate court’s ruling is pending.

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Port Arthur LNG

TCEQ Permit. The PA LNG Phase 1 project holds two Clean Air Act, Prevention of Significant Deterioration permits issued by the TCEQ, which we refer to as the “2016 Permit” and the “2022 Permit.” The 2022 Permit also governs emissions for the proposed PA LNG Phase 2 project. In November 2023, a panel of the U.S. Court of Appeals for the Fifth Circuit issued a decision to vacate and remand the 2022 Permit to the TCEQ for additional explanation of the agency’s permit decision. In February 2024, the court withdrew its opinion and referred the case to the Supreme Court of Texas to resolve the question of the appropriate standard to be applied by the TCEQ. In February 2025, the Supreme Court of Texas adopted Port Arthur LNG’s interpretation of the standard. Port Arthur LNG continues to litigate this matter before the U.S. Court of Appeals for the Fifth Circuit, which will apply the standard adopted by the Supreme Court of Texas. The 2022 Permit is effective during the pending litigation. The 2016 Permit was not the subject of, and is unaffected by, the pending litigation of the 2022 Permit. Construction of the PA LNG Phase 1 project is proceeding uninterrupted under existing permits, and we do not currently anticipate the pending litigation to materially impact the PA LNG Phase 1 project cost, schedule or expected commercial operations at this stage.

Construction Incident. In April 2025, an incident occurred at the site of the PA LNG Phase 1 project that resulted in the deaths of three Bechtel employees and the injury of two Bechtel employees.

We have an EPC contract with Bechtel to construct the PA LNG Phase 1 project. Under the EPC contract, Bechtel has full custody and control of the site during the construction period. OSHA has opened an inspection with respect to Bechtel. The cause of the incident remains under investigation.

In connection with the incident, as of May 8, 2025, three complaints have been filed on behalf of 17 plaintiffs in the 60th and 172nd Judicial District Courts in Jefferson County, Texas and the 295th Judicial District Court in Harris County, Texas. The complaints collectively name as defendants Port Arthur LNG, SI Partners, Sempra and/or other Sempra affiliates, Bechtel and/or Bechtel Corporation, among others. The complaints assert negligence and gross negligence, and two of the complaints also assert additional causes of action for wrongful death, survival and bystander claims. The complaints seek compensatory and punitive damages, lost wages and attorneys’ fees.

Additionally, the plaintiffs in the complaints filed in the 172nd and 295th Judicial District Courts sought TROs, which were granted and denied, respectively. The 172nd Judicial District Court’s TRO remains in effect and is intended to preserve relevant evidence at the construction site. Bechtel is continuing construction of the PA LNG Phase 1 project, subject to applicable limitations under the TRO and ongoing OSHA inspection. We are evaluating the parties’ rights and obligations under Port Arthur LNG’s EPC contract with Bechtel in light of this incident.

Litigation Related to Regulatory and Other Actions by the Mexican Government

Amendments to Mexico’s Electricity Industry Law. In March 2021, the Mexican government published a decree with amendments to Mexico’s LIE that included public policy changes, including establishing priority of dispatch for CFE plants over privately owned ones and allowing the CNE to revoke self-supply permits granted under the former electricity law under certain circumstances. In 2024, the Mexican government adopted changes to the Mexican Constitution to reinforce state control over strategic sectors by granting a central role to government entities like the CFE and PEMEX. Following these constitutional reforms, the Mexican government adopted the ESL in March 2025, which repealed the LIE.

Prior to the enactment of the ESL, Sempra Infrastructure had initiated three amparo lawsuits challenging the 2021 amendments to the LIE. The first lawsuit addressed the provision allowing revocation of self-supply permits, which lawsuit the Second Collegiate Court definitively dismissed in July 2024. The second lawsuit impacted generation permits for certain Sempra Infrastructure facilities, which lawsuit the Second Chamber of the Mexican Supreme Court definitively dismissed in February 2025. The third lawsuit relating to the 2021 amendments to the LIE impacts Sempra Infrastructure’s power marketing business, which remains pending, but will likely be dismissed given the repeal of the LIE.

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.

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LEASES

We discuss leases further in Note 15 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, aircraft, tugboats, machinery and equipment, warehouses and other operational facilities) and PPAs with renewable energy, energy storage and peaker plant facilities.

Leases That Have Not Yet Commenced

Since December 31, 2024, SDG&E has adjusted the expected commencement dates of four PPAs to: two commencing in 2025, one commencing in 2026 and one commencing in 2028. SDG&E expects the future minimum lease payments to be $12 million in 2025, $36 million in each of 2026 and 2027, $41 million in 2028, $43 million in 2029 and $477 million thereafter (through expiration in 2043).

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 refined products 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
(Dollars in millions)
Three months ended March 31,
20252024
Sempra – Sales-type leases:
Interest income$1$1
Total revenues from sales-type leases(1)$1$1
Sempra – Operating leases:
Fixed lease payments$86$89
Variable lease payments510
Total revenues from operating leases(1)$91$99
Depreciation expense$18$18

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

CONTRACTUAL COMMITMENTS

We discuss below significant changes in the first three months of 2025 to contractual commitments discussed in Note 15 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 2025 through 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 March 31, 2025, we expect the commitment amount to decrease by $53 million in 2025, increase by $1 million in 2026, and decrease by $82 million in 2027, $105 million in 2028, and $58 million in 2029 compared to December 31, 2024, reflecting changes in estimated forward prices since December 31, 2024 and actual transactions for the first three months of 2025. These LNG commitment amounts are based on the assumption that all LNG cargoes under the agreement are delivered, less those already confirmed to be diverted as of March 31, 2025. 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.

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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 $57 million for Sempra, $20 million for SDG&E and $17 million for SoCalGas at March 31, 2025.

SEMPRA – GUARANTEES

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 $18 million at March 31, 2025, 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 are 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 Infrastructure’s $753 million proportionate share of the affiliate loans, based on SI Partners’ 50.2% ownership interest in Cameron LNG JV, was funded by external lenders comprised of a syndicate of 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;

▪on March 28, 2028, March 28, 2030 and March 28, 2035, the agent for the external lenders, on behalf of such external lenders, is obligated to put all of the then outstanding bank debt to Sempra Infrastructure, except to the extent any external lender elects not to participate in the put three months prior to the applicable put exercise 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 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 recognizes as interest income as earned. Sempra’s maximum exposure to loss is the bank debt plus any accrued and unpaid interest and related fees, subject to a liability cap of 130% of the bank debt, or $979 million. We measure the Support Agreement at fair value, net of related guarantee fees, on a recurring basis (see Note 9). At March 31, 2025, the fair value of the Support Agreement was $38 million, of which $8 million is included in Other Current Assets and $30 million is included in Other Long-Term Assets on Sempra’s Condensed Consolidated Balance Sheet.

SI Partners Credit Support Agreement

See discussion in Note 1 regarding SI Partners’ guarantee to a third-party financial institution.

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NOTE 13. SEGMENT INFORMATION

SEMPRA

Sempra is a California-based holding company whose businesses invest in, develop and operate energy infrastructure in North America and provide electric and gas services to customers. Sempra has the following three operating and reportable segments, which are managed separately based on services provided, geographic location and regulatory framework:

▪Sempra California provides natural gas and electric service to Southern California and part of central California through Sempra’s wholly owned subsidiaries, SDG&E and SoCalGas, which are regulated public utilities.

▪Sempra Texas Utilities holds our equity method 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 equity method investment in Sharyland Holdings, which owns Sharyland Utilities, a regulated electric transmission utility serving customers near the Texas-Mexico border.

▪Sempra Infrastructure includes the operating companies of SI Partners, in which Sempra Infrastructure owns a 70% interest, as well as a holding company and certain services companies. Sempra Infrastructure develops, builds, operates and invests in energy infrastructure to help provide safe, sustainable and reliable access to cleaner energy in markets in the U.S., Mexico and globally.

Amounts labeled as “Parent and other,” which does not meet the definition of an operating or reportable segment, consist primarily of activities of parent organizations.

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The following tables present selected information by segment and reconciliations of assets, capital expenditures for PP&E, and earnings attributable to common shares to Sempra’s consolidated totals.

SEGMENT INFORMATION
(Dollars in millions)
March 31, 2025December 31, 2024
ASSETS
Sempra California$57,830$56,116
Sempra Texas Utilities16,00815,534
Sempra Infrastructure24,12422,954
Segment totals97,96294,604
Parent and other2,0992,622
Intersegment eliminations(1)(1,051)(1,071)
Total Sempra$99,010$96,155
EQUITY METHOD INVESTMENTS
Sempra Texas Utilities$15,995$15,522
Sempra Infrastructure2,3762,411
Segment totals/Total Sempra$18,371$17,933
Three months ended March 31,
20252024
CAPITAL EXPENDITURES FOR PROPERTY, PLANT AND EQUIPMENT
Sempra California$1,094$1,143
Sempra Infrastructure1,241790
Segment totals2,3351,933
Parent and other1—
Total Sempra$2,336$1,933
EQUITY EARNINGS
Equity earnings, before income tax:
Sempra Texas Utilities$2$2
Sempra Infrastructure139132
Segment totals141134
Equity earnings, net of income tax:
Sempra Texas Utilities146183
Sempra Infrastructure3831
Segment totals184214
Total Sempra$325$348

(1) Primarily includes an intersegment loan from Sempra Infrastructure to Parent and other related to deferred income taxes.

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SEGMENT INFORMATION (CONTINUED)
(Dollars in millions)
Sempra CaliforniaSempra Texas Utilities(1)Sempra InfrastructureSempra
Three months ended March 31, 2025
Revenues$3,401$426
Depreciation and amortization(562)(76)
Interest income219
Interest expense(2)(225)(77)
Income tax expense(52)(22)
Equity earnings—$148177
Earnings attributable to noncontrolling interests——(2)
Other segment items(3)(1,840)(2)(299)
Segment earnings attributable to common shares$724$146$146$1,016
Parent and other(110)
Earnings attributable to common shares$906
Three months ended March 31, 2024
Revenues$3,141$519
Depreciation and amortization(521)(72)
Interest income35
Interest expense(205)—
Income tax expense(83)(109)
Equity earnings—$185163
Earnings attributable to noncontrolling interests——(69)
Other segment items(3)(1,753)(2)(306)
Segment earnings attributable to common shares$582$183$131$896
Parent and other(95)
Earnings attributable to common shares$801

(1) Substantially all earnings attributable to common shares are from equity earnings.

(2) Sempra Infrastructure includes net unrealized gains (losses) from undesignated interest rate swaps related to the PA LNG Phase 1 project.

(3) Includes cost of natural gas, cost of electric fuel and purchased power, O&M, franchise fees and other taxes, and other income (expense), net, for Sempra California; O&M for Sempra Texas Utilities related to activities at the holding company; and cost of natural gas, energy-related businesses cost of sales, O&M, franchise fees and other taxes, and other income (expense), net, for Sempra Infrastructure.

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The following table presents revenues by services by segment, reconciled to Sempra’s consolidated revenues.

REVENUES BY SERVICES
(Dollars in millions)
Sempra CaliforniaSempra InfrastructureSempra
Three months ended March 31, 2025
Revenues from external customers:
Utilities$3,457$26
Energy-related businesses—198
Total revenues from external customers(1)3,457224$3,681
Other revenues(2):
Utilities(62)—
Energy-related businesses—183
Total other revenues(62)183121
Intersegment revenues(3):
Utilities6—
Energy-related businesses—19
Total intersegment revenues61925
Segment revenues$3,401$4263,827
Intersegment eliminations(25)
Revenues$3,802
Three months ended March 31, 2024
Revenues from external customers:
Utilities$3,474$30
Energy-related businesses—194
Total revenues from external customers(1)3,474224$3,698
Other revenues(2):
Utilities(338)—
Energy-related businesses—281
Total other revenues(338)281(57)
Intersegment revenues(3):
Utilities5—
Energy-related businesses—14
Total intersegment revenues51419
Segment revenues$3,141$5193,660
Adjustments(1)
Intersegment eliminations(19)
Revenues$3,640

(1) We did not have revenues from transactions with a single external customer that amounted to 10% or more of Sempra’s total revenues.

(2) See “Revenues from Sources Other Than Contracts with Customers” in Note 3 of the Notes to Consolidated Financial Statements in the Annual Report for a description of this revenue source, which may be additive or subtractive from period to period.

(3) See “Transactions with Affiliates” in Note 1 of the Notes to Consolidated Financial Statements in the Annual Report for a description of services provided by one operating segment to another operating segment within Sempra.

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SDG&E

SDG&E is a regulated public utility that provides electric service to San Diego and southern Orange counties and natural gas service to San Diego County. SDG&E has one operating and reportable segment.

Total assets at SDG&E were $31.9 billion and $30.8 billion at March 31, 2025 and December 31, 2024, respectively. The following table presents selected information for SDG&E’s single segment and reconciliation of earnings attributable to common shares.

SEGMENT INFORMATION
(Dollars in millions)
Three months ended March 31,
20252024
SDG&E:
Revenues from external customers:
Electric$1,075$1,132
Natural gas359330
Total revenues from external customers(1)1,4341,462
Regulatory revenues(2):
Electric(11)(72)
Natural gas(3)(11)
Total regulatory revenues(14)(83)
Total revenues1,4201,379
Depreciation and amortization(320)(298)
Interest income—1
Interest expense(135)(128)
Income tax expense(14)(40)
Other segment items(3)(670)(691)
Earnings attributable to common shares$281$223
Capital expenditures for property, plant and equipment$539$624

(1) SDG&E did not have revenues from transactions with a single external customer that amounted to 10% or more of its total revenues.

(2) See “Revenues from Sources Other Than Contracts with Customers” in Note 3 of the Notes to Consolidated Financial Statements in the Annual Report for a description of this revenue source, which may be additive or subtractive from period to period.

(3) Includes cost of electric fuel and purchased power, cost of natural gas, O&M, franchise fees and other taxes, and other income (expense), net.

SOCALGAS

SoCalGas is a regulated public natural gas distribution utility, serving customers throughout most of Southern California and part of central California. SoCalGas has one operating and reportable segment.

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Total assets at SoCalGas were $26.0 billion and $25.4 billion at March 31, 2025 and December 31, 2024, respectively. The following table presents selected information for SoCalGas’ single segment and reconciliation of earnings attributable to common shares.

SEGMENT INFORMATION
(Dollars in millions)
Three months ended March 31,
20252024
SoCalGas:
Natural gas:
Revenues from external customers(1)$2,068$2,060
Regulatory revenues(2)(48)(255)
Total revenues2,0201,805
Depreciation and amortization(242)(223)
Interest income22
Interest expense(90)(77)
Income tax expense(38)(43)
Other segment items(3)(1,209)(1,105)
Earnings attributable to common shares$443$359
Capital expenditures for property, plant and equipment$555$519

(1) SoCalGas did not have revenues from transactions with a single external customer that amounted to 10% or more of its total revenues.

(2) See “Revenues from Sources Other Than Contracts with Customers” in Note 3 of the Notes to Consolidated Financial Statements in the Annual Report for a description of this revenue source, which may be additive or subtractive from period to period.

(3) Includes cost of natural gas, O&M, franchise fees and other taxes, and other income (expense), net.

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