A Dark Vector Cognition product

Item 1. FINANCIAL STATEMENTS

310K characters. Original on sec.gov ·

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,
20262025
(unaudited)
REVENUES
Utilities:
Natural gas$2,025$2,362
Electric1,2241,059
Energy-related businesses406381
Total revenues3,6553,802
EXPENSES AND OTHER INCOME
Utilities:
Cost of natural gas(335)(493)
Cost of electric fuel and purchased power(81)(52)
Energy-related businesses cost of sales(76)(119)
Operation and maintenance(1,242)(1,343)
Depreciation and amortization(621)(640)
Franchise fees and other taxes(210)(196)
Other income, net10091
Interest income4034
Interest expense(382)(433)
Income before income taxes and equity earnings848651
Income tax expense(65)(57)
Equity earnings367325
Net income1,150919
Earnings attributable to noncontrolling interests(107)(2)
Earnings attributable to contingently redeemable noncontrolling interest(6)—
Preferred dividends—(11)
Earnings attributable to common shares$1,037$906
Basic EPS:
Earnings$1.59$1.39
Weighted-average common shares outstanding653,589651,992
Diluted EPS:
Earnings$1.58$1.39
Weighted-average common shares outstanding655,488653,018

See Notes to Condensed Consolidated Financial Statements.

SEMPRA
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(Dollars in millions)
Sempra shareholders’ equity
Pretax amountIncome tax (expense) benefitNet-of-tax amountNCI (after tax)CRNCI (after tax)Total
(unaudited)
Three months ended March 31, 2026 and 2025
2026:
Net income$1,102$(65)$1,037$107$6$1,150
Other comprehensive income (loss):
Foreign currency translation adjustments(2)—(2)(1)—(3)
Financial instruments3(1)22—4
Pension and other postretirement benefits6—6——6
Total other comprehensive income7(1)61—7
Comprehensive income$1,109$(66)$1,043$108$6$1,157
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

See Notes to Condensed Consolidated Financial Statements.

SEMPRA
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in millions)
March 31,December 31,
20262025(1)
(unaudited)
ASSETS
Current assets:
Cash and cash equivalents$794$29
Restricted cash22
Accounts receivable – trade, net1,6041,767
Accounts receivable – other, net203157
Due from unconsolidated affiliates34—
Income taxes receivable17771
Inventories530561
Regulatory assets561761
Greenhouse gas allowances199203
Assets held for sale31,86531,024
Other current assets234262
Total current assets36,20334,837
Other assets:
Regulatory assets4,0773,868
Greenhouse gas allowances1,3781,221
Nuclear decommissioning trusts884899
Dedicated assets in support of certain benefit plans588605
Deferred income taxes1010
Right-of-use assets – operating leases1,2971,262
Investment in Oncor Holdings18,24317,472
Other investments148147
Wildfire fund240246
Other long-term assets1,2611,300
Total other assets28,12627,030
Property, plant and equipment:
Property, plant and equipment67,47766,900
Less accumulated depreciation and amortization(18,288)(17,889)
Property, plant and equipment, net49,18949,011
Total assets$113,518$110,878

(1) Derived from audited financial statements.

See Notes to Condensed Consolidated Financial Statements.

SEMPRA
CONDENSED CONSOLIDATED BALANCE SHEETS (CONTINUED)
(Dollars in millions)
March 31,December 31,
20262025(1)
(unaudited)
LIABILITIES, CONTINGENTLY REDEEMABLE NONCONTROLLING INTEREST, AND EQUITY
Current liabilities:
Short-term debt$3,708$4,166
Accounts payable – trade1,1341,461
Accounts payable – other174203
Due to unconsolidated affiliates—8
Dividends and interest payable920770
Accrued compensation and benefits316521
Regulatory liabilities33
Current portion of long-term debt and finance leases1,8781,876
Greenhouse gas obligations199203
Liabilities held for sale12,24911,704
Other current liabilities858979
Total current liabilities21,43921,894
Long-term debt and finance leases30,84728,979
Deferred credits and other liabilities:
Regulatory liabilities4,3034,250
Greenhouse gas obligations1,064957
Pension and other postretirement benefit plan obligations, net of plan assets126124
Deferred income taxes6,4146,127
Asset retirement obligations3,7733,743
Deferred credits and other2,8242,805
Total deferred credits and other liabilities18,50418,006
Commitments and contingencies (Note 13)
Contingently redeemable noncontrolling interest3,2543,206
Equity:
Preferred stock (50,000,000 shares authorized; none issued)——
Common stock (1,125,000,000 shares authorized; 653,344,198 and 652,731,668 shares outstanding at March 31, 2026 and December 31, 2025, respectively; no par value)14,73114,699
Retained earnings17,69917,092
Accumulated other comprehensive income (loss)(191)(197)
Total Sempra shareholders’ equity32,23931,594
Preferred stock of subsidiary2020
Other noncontrolling interests7,2157,179
Total equity39,47438,793
Total liabilities, contingently redeemable noncontrolling interest, and equity$113,518$110,878

(1) Derived from audited financial statements.

See Notes to Condensed Consolidated Financial Statements.

SEMPRA
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in millions)
Three months ended March 31,
20262025
(unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES
Net income$1,150$919
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization621640
Deferred income taxes and investment tax credits124(48)
Equity earnings(367)(325)
Share-based compensation expense25(2)
Fixed-price contracts and other derivatives(9)134
Bad debt expense186
Other8(3)
Net change in working capital components89(35)
Distributions from investments389291
Changes in other noncurrent assets and liabilities, net(239)(95)
Net cash provided by operating activities1,8091,482
CASH FLOWS FROM INVESTING ACTIVITIES
Expenditures for property, plant and equipment(2,461)(2,336)
Expenditures for investments(876)(486)
Purchases of nuclear decommissioning and other trust assets(368)(292)
Proceeds from sales of nuclear decommissioning and other trust assets395329
Other(1)—
Net cash used in investing activities(3,311)(2,785)
CASH FLOWS FROM FINANCING ACTIVITIES
Common dividends paid(409)(380)
Issuances of common stock, net910
Repurchases of common stock(20)(57)
Issuances of debt (maturities greater than 90 days)3,3452,941
Payments on debt (maturities greater than 90 days) and finance leases(673)(994)
Decrease in short-term debt, net(458)(70)
Advances from unconsolidated affiliates6344
Contributions from noncontrolling interests4134
Distributions to noncontrolling interests(65)(38)
Termination of interest rate swaps, net of transaction costs96—
Other(17)(14)
Net cash provided by financing activities1,9121,476
Effect of exchange rate changes on cash, cash equivalents and restricted cash(3)—
Increase in cash, cash equivalents and restricted cash407173
Cash, cash equivalents and restricted cash, January 13,5521,589
Cash, cash equivalents and restricted cash, March 31$3,959$1,762

See Notes to Condensed Consolidated Financial Statements.

SEMPRA
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
(Dollars in millions)
Three months ended March 31,
20262025
(unaudited)
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Interest payments, net of amounts capitalized$243$243
Income tax payments, net of refunds20100
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES
Repayments of advances from unconsolidated affiliate in lieu of distributions$60$45
Accrued capital expenditures for PP&E1,1221,061
Increase in finance lease obligations capitalized to PP&E516
Unamortized debt issuance costs reclassified from noncurrent assets to long-term debt1422
Change in equity related to allocation of interests42—
Preferred dividends declared but not paid—11
Common dividends declared but not paid430420
Common dividends issued in stock1213

See Notes to Condensed Consolidated Financial Statements.

SEMPRA
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN CONTINGENTLY REDEEMABLE NONCONTROLLING INTEREST AND EQUITY
(Dollars in millions)
CRNCIPreferred stockCommon stockRetained earningsAOCISempra shareholders’ equityNCITotal equity
(unaudited)
Three months ended March 31, 2026
Balance at December 31, 2025$3,206$—$14,699$17,092$(197)$31,594$7,199$38,793
Net income61,0371,0371071,144
Other comprehensive income6617
Share-based compensation expense252525
Dividends declared:
Common stock ($0.66/share)(430)(430)(430)
Issuances of common stock212121
Repurchases of common stock(20)(20)(20)
CRNCI and NCI activities:
Allocation of interests4266(48)(42)
Contributions from NCI4141
Distributions to NCI(65)(65)
Balance at March 31, 2026$3,254$—$14,731$17,699$(191)$32,239$7,235$39,474
Three months ended March 31, 2025
Balance at December 31, 2024$—$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 ($0.65/share)(420)(420)(420)
Issuances of common stock232323
Repurchases of common stock(57)(57)(57)
CRNCI and NCI activities:
Contributions from NCI3434
Distributions to NCI(38)(38)
Balance at March 31, 2025$—$889$13,484$17,465$(195)$31,643$6,559$38,202

See Notes to Condensed Consolidated Financial Statements.

SAN DIEGO GAS & ELECTRIC COMPANY
CONDENSED STATEMENTS OF OPERATIONS
(Dollars in millions)
Three months ended March 31,
20262025
(unaudited)
Operating revenues:
Electric$1,228$1,064
Natural gas319356
Total operating revenues1,5471,420
Operating expenses:
Cost of electric fuel and purchased power9473
Cost of natural gas9087
Operation and maintenance423440
Depreciation and amortization344320
Franchise fees and other taxes123110
Total operating expenses1,0741,030
Operating income473390
Other income, net3840
Interest income1—
Interest expense(147)(135)
Income before income taxes365295
Income tax expense(69)(14)
Net income/Earnings attributable to common shares$296$281

See Notes to Condensed Financial Statements.

SAN DIEGO GAS & ELECTRIC COMPANY
CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(Dollars in millions)
Pretax amountIncome tax expenseNet-of-tax amount
(unaudited)
Three months ended March 31, 2026 and 2025
2026:
Net income/Comprehensive income$365$(69)$296
2025:
Net income/Comprehensive income$295$(14)$281

See Notes to Condensed Financial Statements.

SAN DIEGO GAS & ELECTRIC COMPANY
CONDENSED BALANCE SHEETS
(Dollars in millions)
March 31,December 31,
20262025(1)
(unaudited)
ASSETS
Current assets:
Cash and cash equivalents$747$7
Accounts receivable – trade, net897809
Accounts receivable – other, net10592
Due from unconsolidated affiliates11
Income taxes receivable, net230
Inventories263267
Prepaid expenses104121
Regulatory assets361433
Greenhouse gas allowances2428
Other current assets2618
Total current assets2,5301,806
Other assets:
Regulatory assets1,9941,953
Greenhouse gas allowances298286
Nuclear decommissioning trusts884899
Right-of-use assets – operating leases1,0251,047
Wildfire fund240246
Other long-term assets135141
Total other assets4,5764,572
Property, plant and equipment:
Property, plant and equipment35,38335,033
Less accumulated depreciation and amortization(8,946)(8,729)
Property, plant and equipment, net26,43726,304
Total assets$33,543$32,682

(1) Derived from audited financial statements.

See Notes to Condensed Financial Statements.

SAN DIEGO GAS & ELECTRIC COMPANY
CONDENSED BALANCE SHEETS (CONTINUED)
(Dollars in millions)
March 31,December 31,
20262025(1)
(unaudited)
LIABILITIES AND SHAREHOLDER’S EQUITY
Current liabilities:
Short-term debt$—$531
Accounts payable – trade622712
Accounts payable – other3542
Due to unconsolidated affiliates7059
Interest payable13794
Accrued compensation and benefits85174
Regulatory liabilities33
Current portion of long-term debt and finance leases799798
Greenhouse gas obligations2428
Asset retirement obligations109107
Other current liabilities340273
Total current liabilities2,2242,821
Long-term debt and finance leases11,15910,081
Deferred credits and other liabilities:
Regulatory liabilities3,0032,960
Greenhouse gas obligations140137
Pension obligation, net of plan assets3019
Deferred income taxes3,3433,286
Asset retirement obligations747746
Deferred credits and other1,6681,699
Total deferred credits and other liabilities8,9318,847
Commitments and contingencies (Note 13)
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 earnings9,5759,279
Accumulated other comprehensive income (loss)(6)(6)
Total shareholder’s equity11,22910,933
Total liabilities and shareholder’s equity$33,543$32,682

(1) Derived from audited financial statements.

See Notes to Condensed Financial Statements.

SAN DIEGO GAS & ELECTRIC COMPANY
CONDENSED STATEMENTS OF CASH FLOWS
(Dollars in millions)
Three months ended March 31,
20262025
(unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES
Net income$296$281
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization344320
Deferred income taxes and investment tax credits22(3)
Bad debt expense1916
Other(1)(5)
Net change in working capital components1030
Changes in noncurrent assets and liabilities, net(16)(61)
Net cash provided by operating activities674578
CASH FLOWS FROM INVESTING ACTIVITIES
Expenditures for property, plant and equipment(486)(539)
Purchases of nuclear decommissioning trust assets(283)(258)
Proceeds from sales of nuclear decommissioning trust assets291274
Net cash used in investing activities(478)(523)
CASH FLOWS FROM FINANCING ACTIVITIES
Issuances of debt (maturities greater than 90 days)1,096848
Payments on finance leases(12)(10)
Decrease in short-term debt, net(531)(280)
Debt issuance costs(9)(6)
Net cash provided by financing activities544552
Increase in cash and cash equivalents740607
Cash and cash equivalents, January 17—
Cash and cash equivalents, March 31$747$607
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Interest payments, net of amounts capitalized$101$102
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES
Accrued capital expenditures for PP&E$185$199
Increase in finance lease obligations capitalized to PP&E42

See Notes to Condensed Financial Statements.

SAN DIEGO GAS & ELECTRIC COMPANY
CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDER’S EQUITY
(Dollars in millions)
Common stockRetained earningsAOCITotal shareholder’s equity
(unaudited)
Three months ended March 31, 2026
Balance at December 31, 2025$1,660$9,279$(6)$10,933
Net income296296
Balance at March 31, 2026$1,660$9,575$(6)$11,229
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

See Notes to Condensed Financial Statements.

SOUTHERN CALIFORNIA GAS COMPANY
CONDENSED STATEMENTS OF OPERATIONS
(Dollars in millions)
Three months ended March 31,
20262025
(unaudited)
Operating revenues$1,728$2,020
Operating expenses:
Cost of natural gas256415
Operation and maintenance621757
Depreciation and amortization273242
Franchise fees and other taxes8179
Total operating expenses1,2311,493
Operating income497527
Other income, net4342
Interest income12
Interest expense(97)(90)
Income before income taxes444481
Income tax expense(20)(38)
Net income/Earnings attributable to common shares$424$443

See Notes to Condensed Financial Statements.

SOUTHERN CALIFORNIA GAS COMPANY
CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(Dollars in millions)
Pretax amountIncome tax expenseNet-of-tax amount
(unaudited)
Three months ended March 31, 2026 and 2025
2026:
Net income/Comprehensive income$444$(20)$424
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

See Notes to Condensed Financial Statements.

SOUTHERN CALIFORNIA GAS COMPANY
CONDENSED BALANCE SHEETS
(Dollars in millions)
March 31,December 31,
20262025(1)
(unaudited)
ASSETS
Current assets:
Cash and cash equivalents$1$14
Accounts receivable – trade, net706958
Accounts receivable – other, net8861
Due from unconsolidated affiliates108
Inventories267294
Regulatory assets200328
Greenhouse gas allowances175175
Other current assets7491
Total current assets1,5211,929
Other assets:
Regulatory assets2,0481,888
Greenhouse gas allowances1,080935
Right-of-use assets – operating leases12668
Other long-term assets705738
Total other assets3,9593,629
Property, plant and equipment:
Property, plant and equipment31,24931,078
Less accumulated depreciation and amortization(9,127)(8,948)
Property, plant and equipment, net22,12222,130
Total assets$27,602$27,688

(1) Derived from audited financial statements.

See Notes to Condensed Financial Statements.

SOUTHERN CALIFORNIA GAS COMPANY
CONDENSED BALANCE SHEETS (CONTINUED)
(Dollars in millions)
March 31,December 31,
20262025(1)
(unaudited)
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Short-term debt$499$903
Accounts payable – trade473727
Accounts payable – other139161
Due to unconsolidated affiliates4435
Accrued compensation and benefits155219
Current portion of long-term debt and finance leases529529
Greenhouse gas obligations175175
Asset retirement obligations9698
Other current liabilities434536
Total current liabilities2,5443,383
Long-term debt and finance leases7,6157,619
Deferred credits and other liabilities:
Regulatory liabilities1,3001,290
Greenhouse gas obligations924820
Pension obligation, net of plan assets1818
Deferred income taxes2,3972,271
Asset retirement obligations3,0232,994
Deferred credits and other521457
Total deferred credits and other liabilities8,1837,850
Commitments and contingencies (Note 13)
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 earnings6,9396,515
Accumulated other comprehensive income (loss)(17)(17)
Total shareholders’ equity9,2608,836
Total liabilities and shareholders’ equity$27,602$27,688

(1) Derived from audited financial statements.

See Notes to Condensed Financial Statements.

SOUTHERN CALIFORNIA GAS COMPANY
CONDENSED STATEMENTS OF CASH FLOWS
(Dollars in millions)
Three months ended March 31,
20262025
(unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES
Net income$424$443
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization273242
Deferred income taxes and investment tax credits(20)(33)
Bad debt expense78
Other(6)(5)
Net change in working capital components21076
Changes in noncurrent assets and liabilities, net(9)48
Net cash provided by operating activities879779
CASH FLOWS FROM INVESTING ACTIVITIES
Expenditures for property, plant and equipment(481)(555)
Net cash used in investing activities(481)(555)
CASH FLOWS FROM FINANCING ACTIVITIES
Payments on finance leases(7)(6)
Decrease in short-term debt, net(404)(190)
Net cash used in financing activities(411)(196)
(Decrease) increase in cash and cash equivalents(13)28
Cash and cash equivalents, January 11412
Cash and cash equivalents, March 31$1$40
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Interest payments, net of amounts capitalized$56$64
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES
Accrued capital expenditures for PP&E$189$199
Increase in finance lease obligations capitalized to PP&E114

See Notes to Condensed Financial Statements.

SOUTHERN CALIFORNIA GAS COMPANY
CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
(Dollars in millions)
Preferred stockCommon stockRetained earningsAOCITotal shareholders’ equity
(unaudited)
Three months ended March 31, 2026
Balance at December 31, 2025$22$2,316$6,515$(17)$8,836
Net income424424
Dividends declared:
Preferred stock ($0.38/share)——
Balance at March 31, 2026$22$2,316$6,939$(17)$9,260
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

See Notes to Condensed Financial Statements.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1. GENERAL INFORMATION AND OTHER FINANCIAL DATA

PRINCIPLES OF CONSOLIDATION

Sempra

Sempra’s Condensed Consolidated Financial Statements include the accounts of Sempra and its consolidated entities. Sempra is a holding company whose principal businesses are regulated utilities in California and Texas. Our businesses invest in and operate electric and gas utilities and other energy infrastructure that provide energy services to customers. Sempra has three operating and reportable segments, which we describe in Note 14. 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, 2026 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, 2025 balance sheet information in the Condensed Consolidated Financial Statements has been derived from our audited 2025 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.

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. 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

Nonconsolidated VIEs

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 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, 2026 and December 31, 2025. 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 $1,101 million and $1,109 million at March 31, 2026 and December 31, 2025, respectively. SDG&E recovers costs incurred on PPAs, tolling agreements and other variable interests through CPUC-approved long-term power procurement plans. SDG&E has no residual interest in the respective entities and has not provided or guaranteed any debt or equity support, liquidity arrangements, performance guarantees or other commitments associated with these contracts other than the purchase commitments described in Note 16 of the Notes to Consolidated Financial Statements in the Annual Report. As a result, SDG&E’s potential exposure to loss from its variable interest in these VIEs is not significant.

Other Sempra

Nonconsolidated VIEs

Oncor Holdings. Oncor Holdings is a VIE. Sempra is not the primary beneficiary of this VIE because of the structural and operational ring-fencing measures, governance mechanisms and commitments 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 is $18,243 million and $17,472 million at March 31, 2026 and December 31, 2025, 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. At March 31, 2026 and December 31, 2025, the carrying value of our investment is $1,249 million and $1,259 million, respectively, of which $1,233 million and $1,242 million, respectively, is classified as held for sale (see Note 6). 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 13.

CFIN. As we discuss in Note 13, in July 2020, Sempra entered into the 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.

Consolidated VIEs

ECA LNG Phase 1, Port Arthur LNG I and Port Arthur LNG II are VIEs because their total equity at risk is not sufficient to finance their activities without additional subordinated financial support. We expect that these entities will require future capital contributions or other financial support to finance the construction of their respective liquefaction facilities. Sempra is the primary beneficiary of these VIEs because we have the power to direct the activities that most significantly impact their economic performance, including construction and future operation and maintenance of the facilities. As a result, we consolidate these VIEs.

Sempra consolidated $16,362 million and $15,950 million of assets at March 31, 2026 and December 31, 2025, respectively, consisting primarily of PP&E, net, and restricted cash attributable to these VIEs that could be used only to settle obligations of these VIEs and that are not available to settle obligations of Sempra, and $6,728 million and $6,335 million of liabilities at March 31, 2026 and December 31, 2025, respectively, consisting primarily of long-term debt and accounts payable attributable to these VIEs for which creditors do not have recourse to the general credit of Sempra. At March 31, 2026 and December 31, 2025, these assets and liabilities are classified as held for sale (see Note 6).

Additionally, IEnova and TotalEnergies SE have provided guarantees for repayment of up to $1,226 million and $305 million, respectively, plus accrued and unpaid interest, of the loan facility supporting construction of the ECA LNG Phase 1 project (see Note 7). 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 (see Note 11). SI Partners’ guarantee covers 70% of this amount plus enforcement costs of its guarantee. SI Partners has committed to fund up to $7.8 billion to PA2 JVCo to support its share of the budgeted PA LNG Phase 2 project construction costs, while Blackstone has committed to fund $7.0 billion (see Note 12 of the Notes to Consolidated Financial Statements in the Annual Report). SI Partners has also provided a guarantee for repayment of the $300 million credit facility supporting construction of the PA LNG Phase 2 project (see Note 7 of the Notes to Consolidated Financial Statements in the Annual Report).

CASH, CASH EQUIVALENTS AND RESTRICTED CASH

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

RECONCILIATION OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH
(Dollars in millions)
March 31, 2026December 31, 2025
Sempra:
Cash and cash equivalents$794$29
Restricted cash, current22
Assets held for sale3,1633,521
Total cash, cash equivalents and restricted cash on the Condensed Consolidated Statements of Cash Flows$3,959$3,552

CREDIT LOSSES

Financial Assets Measured at Amortized Cost

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 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.

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.

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 that are probable of recovery in regulatory accounts. We discuss regulatory accounts in Note 4.

Changes in allowances for credit losses for trade receivables, other receivables and a note receivable are as follows:

CHANGES IN ALLOWANCES FOR CREDIT LOSSES
(Dollars in millions)
20262025
Sempra:
Allowances for credit losses at January 1$298$519
Provisions for expected credit losses(1)19(4)
Write-offs(42)(48)
Reclassification to assets held for sale7—
Allowances for credit losses at March 31$282$467
SDG&E:
Allowances for credit losses at January 1$80$114
Provisions for expected credit losses1915
Write-offs(18)(20)
Allowances for credit losses at March 31$81$109
SoCalGas:
Allowances for credit losses at January 1$214$285
Provisions for expected credit losses79
Write-offs(24)(28)
Allowances for credit losses at March 31$197$266

(1) Includes activities in 2026 within the disposal group that is classified as held for sale.

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

ALLOWANCES FOR CREDIT LOSSES
(Dollars in millions)
March 31,December 31,
20262025
Sempra:
Accounts receivable – trade, net$219$235
Accounts receivable – other, net4847
Other long-term assets(1)(2)1516
Total allowances for credit losses$282$298
SDG&E:
Accounts receivable – trade, net$50$49
Accounts receivable – other, net2726
Other long-term assets(1)45
Total allowances for credit losses$81$80
SoCalGas:
Accounts receivable – trade, net$169$186
Accounts receivable – other, net2121
Other long-term assets(1)77
Total allowances for credit losses$197$214

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

(2) At both March 31, 2026 and December 31, 2025, includes $4 of expected credit losses on an interest-bearing promissory note due from KKR Pinnacle.

Off-Balance Sheet Credit Exposures

We are exposed to credit losses from off-balance sheet arrangements through Sempra’s guarantees related to the SDSRA and SI Partners’ February 2025 credit support agreement, which we discuss in Note 13. On a quarterly basis, we evaluate credit losses and record liabilities for expected credit losses on our off-balance sheet arrangements based on external credit ratings, published default rate studies and the maturity date of the arrangements. On Sempra’s Condensed Consolidated Balance Sheets, expected credit losses of $5 million are included in Deferred Credits and Other at both March 31, 2026 and December 31, 2025, and $1 million and $2 million are included in Liabilities Held for Sale at March 31, 2026 and December 31, 2025, respectively.

TRANSACTIONS WITH AFFILIATES

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

AMOUNTS DUE FROM (TO) UNCONSOLIDATED AFFILIATES
(Dollars in millions)
SDG&ESoCalGas
March 31, 2026December 31, 2025March 31, 2026December 31, 2025
SDG&E$8$6
Various affiliates$1$122
Total due from unconsolidated affiliates – current$1$1$10$8
Sempra$(53)$(48)$(44)$(35)
SoCalGas(8)(6)
Various affiliates(9)(5)——
Total due to unconsolidated affiliates – current$(70)$(59)$(44)$(35)
Income taxes due (to) from Sempra(1)$(3)$43$(46)$(6)

(1) 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.

At March 31, 2026 and December 31, 2025, net current amounts due to Sempra from Oncor Holdings related to a tax sharing agreement are $34 million and negligible, respectively. At March 31, 2026 and December 31, 2025, net current amounts due from Sempra to Oncor Holdings related to a tax sharing agreement are negligible and $8 million, respectively.

At March 31, 2026 and December 31, 2025, amounts due from unconsolidated affiliates – current of $4 million and $3 million, respectively, are included in Assets Held for Sale on the Sempra Condensed Consolidated Balance Sheets. At March 31, 2026 and December 31, 2025, amounts due to unconsolidated affiliates – noncurrent of $485 million and $477 million, respectively, are included in Liabilities Held for Sale on the Sempra Condensed Consolidated Balance Sheets. These amounts relate to U.S. dollar‑denominated loans at fixed interest rates with TAG Pipelines and TAG Norte and a variable interest rate note with IMG, and include outstanding principal, accrued interest, and value‑added tax payable to the Mexican government.

The following table summarizes income statement information from unconsolidated affiliates.

INCOME STATEMENT IMPACT FROM UNCONSOLIDATED AFFILIATES
(Dollars in millions)
Three months ended March 31,
20262025
Sempra:
Revenues$8$9
Interest expense64
SDG&E:
Revenues$6$6
Cost of sales2838
SoCalGas:
Revenues$46$41
Cost of sales(1)—(1)

(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 13.

INVENTORIES

The components of inventories are as follows:

INVENTORY BALANCES
(Dollars in millions)
SempraSDG&ESoCalGas
March 31, 2026December 31, 2025March 31, 2026December 31, 2025March 31, 2026December 31, 2025
Natural gas$134$158$2$2$132$156
Materials and supplies396403261265135138
Total$530$561$263$267$267$294

At March 31, 2026 and December 31, 2025, total inventories of $104 million and $109 million, respectively, are included in Assets Held for Sale on the Sempra Condensed Consolidated Balance Sheets, which consist of $8 million and $12 million of natural gas, $4 million and $12 million of LNG, and $92 million and $85 million of materials and supplies, respectively.

DEDICATED ASSETS IN SUPPORT OF CERTAIN BENEFITS PLANS

In support of its Supplemental Executive Retirement Plan, Cash Balance Restoration Plan and Employee and Director Savings Plan, Sempra maintains dedicated assets, including a Rabbi Trust and investments in life insurance contracts, which totaled $588 million and $605 million at March 31, 2026 and December 31, 2025, respectively.

WILDFIRE FUND AND CONTINUATION ACCOUNT

2019 Wildfire Legislation

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

In April 2026, a participating IOU publicly disclosed that it has received, or expects to receive, approximately $1.27 billion in aggregate reimbursements from the Wildfire Fund for eligible claims related to wildfires that occurred in 2019 and 2021. Also in April 2026, another participating IOU publicly disclosed it has received, or expects to receive, approximately $295 million in aggregate reimbursements from the Wildfire Fund for losses incurred and expected to be incurred in connection with one of the LA Fires, the cause of which remains under investigation and has not been conclusively determined. The administrator of the Wildfire Fund has confirmed that this wildfire qualifies as a “covered wildfire” for purposes of accessing the Wildfire Fund, and the scope of potential damages caused by this fire could materially reduce or exhaust the Wildfire Fund. The participating IOU stated that it is currently unable to reasonably estimate a range of potential losses associated with this event. Accordingly, SDG&E is unable to estimate a range of potential loss resulting from any reduction in available coverage from the Wildfire Fund. The carrying value of SDG&E’s Wildfire Fund asset totaled $253 million at March 31, 2026.

In March 2026, SDG&E received its annual wildfire certificate, formerly known as a safety certification, from the OEIS.

2025 Wildfire Legislation

In September 2025, the 2025 Wildfire Legislation was signed into law to establish, among other things, the Continuation Account, a new state-administered account with up to $18.0 billion of additional liquidity to reimburse catastrophic wildfire-related claims incurred by participating California electric IOUs, including SDG&E, if certain conditions are met. We discuss the 2025 Wildfire Legislation and related Continuation Account further in Note 1 of the Notes to Consolidated Financial Statements in the Annual Report.

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, 2026 and December 31, 2025, Other Long-Term Assets includes $372 million and $368 million, respectively, of outstanding principal, compounded interest and unamortized transaction costs, net of allowance for credit losses, on Sempra’s Condensed Consolidated Balance Sheets.

At the closing of the planned sale of a portion of our equity interest in SI Partners, which we discuss in Note 6, Sempra and the KKR Partners will amend this promissory note to, among other things, extend its maturity date and increase its interest rate to 8.5% per annum before January 1, 2031 and 10.0% thereafter through a due date seven years and 91 days after the closing.

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,
20262025
Sempra$239$174
SDG&E2325
SoCalGas2225

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, 2026 and 2025
Sempra:
Balance at December 31, 2025$(45)$(54)$(98)$(197)
OCI before reclassifications(2)558
Amounts reclassified from AOCI—(3)1(2)
Net OCI(2)266
Balance at March 31, 2026$(47)$(52)$(92)$(191)
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)$(195)
SDG&E:
Balance at December 31, 2025 and March 31, 2026$(6)$(6)
Balance at December 31, 2024 and March 31, 2025$(12)$(12)
SoCalGas:
Balance at December 31, 2025 and March 31, 2026$(9)$(8)$(17)
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)

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

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,
20262025
Sempra:
Financial instruments:
Interest rate instruments$(1)$(2)Interest expense
Interest rate instruments(1)(5)Equity earnings(1)
Foreign exchange instruments(2)2Revenues: Energy-related businesses
Foreign exchange instruments(2)2Equity earnings(1)
Total, before income tax(6)(3)
11Income tax expense
Total, net of income tax(5)(2)
21Earnings attributable to noncontrolling interests
Total, net of income tax and after NCI$(3)$(1)
Pension and PBOP(2):
Amortization of actuarial loss$1$2Other income, net
Settlement charges—4Other income, net
Total, before income tax16
—(1)Income tax expense
Total, net of income tax$1$5
Total reclassifications for the period, net of income tax and after NCI$(2)$4
SoCalGas:
Pension and PBOP(2):
Amortization of actuarial loss$—$1Other income, net
Settlement charges—4Other income, net
Total, before income tax—5
—(1)Income tax expense
Total, net of income tax$—$4
Total reclassifications for the period, net of income tax$—$4

(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).

In the three months ended March 31, 2026 and 2025, reclassifications out of AOCI to net income were negligible for SDG&E.

PENSION AND PBOP

Special Termination Benefits

In the first quarter of 2026, certain eligible employees elected to retire in the second quarter of 2026 under a VREP and will receive an additional postretirement health benefit in the form of a $100,000 Health Reimbursement Account. Employees eligible to participate in the VREP consisted of:

▪SDG&E and SoCalGas non-represented employees aged 62 years or older with five years of service or ages 55 to 61 with 10 years of service as of April 30, 2026

▪SoCalGas represented employees aged 65 years or older with five years of service or ages 55 to 64 with 15 years of service as of April 30, 2026

We accounted for the benefit obligation attributable to the Health Reimbursement Account as a special termination benefit. This resulted in increases to the recorded liability for PBOP and net periodic benefit cost of $18 million for Sempra, $6 million for SDG&E and $12 million for SoCalGas in the three months ended March 31, 2026.

SDG&E also offered a similar program to represented employees aged 62 years or older with five years of service or ages 55 to 61 with 10 years of service as of June 30, 2026. Eligible employees have until May 15, 2026 to make their elections. SDG&E will account for this special termination benefit obligation attributable to the Health Reimbursement Account in the second quarter of 2026.

Partial Plan Termination

In connection with the planned sale of a portion of our equity interest in SI Partners, which we discuss in Note 6, Sempra entered into an agreement to contribute Sempra Services Corporation, a wholly owned subsidiary of Sempra, to SI Partners. Sempra Services Corporation employs U.S. employees performing services for SI Partners and is a participating employer in Sempra’s noncontributory defined benefit pension and PBOP plans. Upon closing the sale, which we expect to occur in the second or third quarter of 2026, Sempra Services Corporation will cease to be a participating employer in Sempra’s pension and PBOP plans. This will result in a partial termination of Sempra’s pension plan due to a reduction in the number of active participants by more than 20%. All impacted participants will be fully vested in their pension benefits as of the termination date. We expect to recognize the financial statement impact, which is currently probable but not estimable, including adjustments to pension and PBOP liabilities, AOCI, curtailment and special termination benefit accounting at the close of the sale. The financial impact for settlement accounting will be recognized when the lump sum payout crosses the annual settlement threshold.

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,
2026202520262025
Sempra:
Service cost$34$32$3$3
Interest cost45451110
Expected return on assets(45)(45)(18)(16)
Amortization of:
Prior service cost (credit)11(1)(1)
Actuarial loss (gain)13(3)(3)
Settlement charges—4——
Special termination benefits——18—
Net periodic benefit cost (credit)364010(7)
Regulatory adjustments(28)(28)(10)7
Total expense recognized$8$12$—$—
SDG&E:
Service cost$10$9$1$1
Interest cost121222
Expected return on assets(13)(12)(3)(2)
Amortization of:
Actuarial loss (gain)12—(1)
Special termination benefits——6—
Net periodic benefit cost10116—
Regulatory adjustments(10)(10)(6)—
Total expense recognized$—$1$—$—
SoCalGas:
Service cost$19$19$2$3
Interest cost282887
Expected return on assets(30)(30)(15)(14)
Amortization of:
Prior service cost (credit)11(1)(1)
Actuarial loss (gain)—1(2)(2)
Settlement charges—4——
Special termination benefits——12—
Net periodic benefit cost (credit)18234(7)
Regulatory adjustments(18)(18)(4)7
Total expense recognized$—$5$—$—

OTHER INCOME, NET

OTHER INCOME (EXPENSE), NET
(Dollars in millions)
Three months ended March 31,
20262025
Sempra:
Allowance for equity funds used during construction$42$41
Investment gains, net(1)12
Gains on foreign exchange instruments, net9—
Foreign currency transaction (losses) gains, net(1)4
Non-service components of net periodic benefit cost2923
Interest on regulatory balancing accounts, net1921
Sundry, net1—
Total$100$91
SDG&E:
Allowance for equity funds used during construction$17$19
Non-service components of net periodic benefit cost119
Interest on regulatory balancing accounts, net1211
Sundry, net(2)1
Total$38$40
SoCalGas:
Allowance for equity funds used during construction$15$18
Non-service components of net periodic benefit cost2117
Interest on regulatory balancing accounts, net710
Sundry, net—(3)
Total$43$42

(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

INCOME TAX EXPENSE (BENEFIT) AND EFFECTIVE INCOME TAX RATES
(Dollars in millions)
Three months ended March 31,
20262025
Sempra:
Income tax expense$65$57
Income before income taxes and equity earnings$848$651
Equity earnings, before income tax(1)148141
Pretax income$996$792
Effective income tax rate7%7%
SDG&E:
Income tax expense$69$14
Income before income taxes$365$295
Effective income tax rate19%5%
SoCalGas:
Income tax expense$20$38
Income before income taxes$444$481
Effective income tax rate5%8%

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

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

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

In the three months ended March 31, 2026, we recognized an income tax benefit of $33 million to adjust deferred income tax liabilities primarily related to outside basis differences in our investment in SI Partners for foreign subsidiaries that are no longer considered to be indefinitely reinvested and an income tax benefit of $3 million ($2 million after NCI) for a Mexican deferred income tax liability on our outside basis difference in Ecogas as a result of classifying these assets as held for sale, which we discuss in Note 6.

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 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 intend to adopt the standard on January 1, 2027 on a prospective basis.

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, 2026
By major service line:
Utilities$3,220$27$(9)$3,238
Energy-related businesses—203(13)190
Revenues from contracts with customers$3,220$230$(22)$3,428
By market:
Gas$1,988$135$(7)$2,116
Electric1,23295(15)1,312
Revenues from contracts with customers$3,220$230$(22)$3,428
Revenues from contracts with customers$3,220$230$(22)$3,428
Utilities regulatory revenues11——11
Other revenues—2133216
Total revenues$3,231$443$(19)$3,655
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
DISAGGREGATED REVENUES
(Dollars in millions)
SDG&ESoCalGas
Three months ended March 31,
2026202520262025
By major service line:
Revenues from contracts with customers – Utilities$1,556$1,434$1,708$2,068
By market:
Gas$321$359$1,708$2,068
Electric1,2351,075——
Revenues from contracts with customers$1,556$1,434$1,708$2,068
Revenues from contracts with customers$1,556$1,434$1,708$2,068
Utilities regulatory revenues(9)(14)20(48)
Total revenues$1,547$1,420$1,728$2,020

REVENUES FROM CONTRACTS WITH CUSTOMERS

Remaining Performance Obligations

For contracts greater than one year, we expect to recognize revenue related to the fixed fee component of the consideration. Sempra’s remaining performance obligations primarily relate to capacity agreements for transmission line projects at SDG&E and natural gas storage and transportation at Sempra Infrastructure. SoCalGas did not have any remaining performance obligations for contracts greater than one year at March 31, 2026.

At March 31, 2026, SDG&E’s remaining performance obligations for contracts greater than one year totaled $67 million, comprising $3 million in 2026, excluding the first three months of 2026, $4 million in each of 2027 through 2030 and $48 million thereafter. At March 31, 2026, remaining performance obligations for contracts greater than one year within the disposal group that is classified as held for sale totaled $3,064 million, comprising $232 million in 2026, excluding the first three months of 2026, $287 million in 2027, $241 million in 2028, $213 million in 2029, $213 million in 2030, and $1,878 million thereafter.

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, 2026 or 2025.

CONTRACT LIABILITIES
(Dollars in millions)
20262025
Sempra:
Contract liabilities at January 1$(68)$(196)
Revenue from performance obligations satisfied during reporting period(1)128
Payments received in advance(1)—(1)
Contract liabilities at March 31(2)$(67)$(169)
SDG&E:
Contract liabilities at January 1$(68)$(72)
Revenue from performance obligations satisfied during reporting period11
Contract liabilities at March 31(2)$(67)$(71)

(1) Includes negligible activities in 2026 within the disposal group that is classified as held for sale.

(2) Balance at March 31, 2026 includes $4 in Other Current Liabilities and $63 in Deferred Credits and Other.

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, 2026December 31, 2025
Sempra:
Accounts receivable – trade, net(1)$1,603$1,767
Accounts receivable – other, net2222
Assets held for sale9177
Other long-term assets(2)2121
Total$1,737$1,887
SDG&E:
Accounts receivable – trade, net(1)$897$809
Accounts receivable – other, net1818
Due from unconsolidated affiliates – current(3)1111
Other long-term assets(2)43
Total$930$841
SoCalGas:
Accounts receivable – trade, net$706$958
Accounts receivable – other, net44
Other long-term assets(2)1718
Total$727$980

(1) At March 31, 2026 and December 31, 2025, includes $135 and $152, respectively, of receivables due from customers that were billed on behalf of CCAs, which are not included in revenues.

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

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

NOTE 4. REGULATORY MATTERS

We discuss regulatory matters in Note 4 of the Notes to Consolidated Financial Statements in the Annual Report and provide updates to those discussions and information about new regulatory matters below.

REGULATORY ASSETS AND LIABILITIES

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, 2026December 31, 2025March 31, 2026December 31, 2025March 31, 2026December 31, 2025
Fixed-price contracts and other derivatives$21$50$6$7$15$43
Deferred income taxes recoverable in rates(1)2,5032,3141,1341,0981,3341,189
Pension and PBOP plan obligations(570)(610)15(1)(585)(609)
Employee benefit costs1818331515
Removal obligations(3,584)(3,540)(2,956)(2,913)(628)(627)
Environmental costs1521521131133939
Sunrise Powerlink fire mitigation122125122125——
Regulatory balancing accounts(2)(3):
Commodity – electric228186228186——
Commodity – gas, including transportation4031734917354156
Safety and reliability893894290286603608
Public purpose programs(330)(347)(143)(175)(187)(172)
2024 GRC retroactive impacts17229971124101175
Wildfire mitigation plan560530560530——
Liability insurance premium(62)(62)(54)(53)(8)(9)
Other balancing accounts(254)90(150)4(104)86
Other regulatory assets, net(3)601046172(1)32
Total$332$376$(651)$(577)$948$926

(1) At March 31, 2026 and December 31, 2025, $57 and $54, respectively, is included in Assets Held for Sale on the Sempra Condensed Consolidated Balance Sheets.

(2) At March 31, 2026 and December 31, 2025, the noncurrent portion of regulatory balancing accounts – net undercollected for Sempra is $1,073 and $1,060, respectively, for SDG&E is $505 and $502, respectively, and for SoCalGas is $568 and $558, respectively.

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

Catastrophic Event Memorandum Account

In July 2025, the CPUC issued an FD that authorized partial recovery of costs recorded in SoCalGas’ Catastrophic Event Memorandum Account. The FD authorized the recovery of $19 million out of the requested $55 million, denying recovery of coronavirus disease 2019 costs included in the Catastrophic Event Memorandum Account. The CPUC denied SoCalGas’ request for a rehearing of the FD. In February 2026, SoCalGas filed a petition with the California Court of Appeal.

CPUC GRC

A CPUC GRC proceeding is designed to set authorized base revenue requirements that are sufficient 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 capital 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.

In December 2025, SDG&E and SoCalGas filed a petition for modification of the 2024 GRC, seeking to modify the post-test year mechanism for capital related costs. The petition for modification seeks increases of $55 million, $87 million and $79 million to the approved revenue requirements for SDG&E for 2025, 2026 and 2027, respectively, and increases of $86 million, $122 million and $109 million to the approved revenue requirements for SoCalGas for 2025, 2026 and 2027, respectively. There is no established timeline for the CPUC to act on this filing.

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 its WMP costs incurred in 2023 that were in addition to the amounts authorized in the 2019 GRC and not addressed in the 2024 GRC. In March 2026 and amended in April 2026, SDG&E provided supplemental testimony in its Track 3 request for drone inspection and repair program costs that were disallowed in its Track 2 request. The supplemental testimony seeks review and recovery of $522 million of direct WMP and drone inspection and repair program costs. SDG&E expects to receive a PD for its Track 3 request related to its WMP costs in the second half of 2026. Additionally, SDG&E and SoCalGas submitted a combined request seeking review and recovery of $240 million of PSEP costs incurred from 2014 through 2019 and $499 million of PSEP costs incurred from 2015 through 2020. SDG&E and SoCalGas expect to receive an FD for their Track 3 requests related to their PSEP costs in the second half of 2026.

Revenue requirements associated with the Track 3 requests have been recorded in regulatory accounts and any disallowances resulting from Track 3 would be recorded as an expense on the Sempra, SDG&E and SoCalGas Condensed Consolidated Statements of Operations. 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.

CPUC COST OF CAPITAL

A CPUC cost of capital proceeding every three years determines a utility’s authorized capital structure and return on rate base. The CPUC applies the CCM in the interim years to consider changes in the cost of capital using changes in interest rates as reflected by the applicable utility bond index published by Moody’s (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. 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.

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 weighting2026-202820252026-20282025
Return on rate baseWeighted return on rate base
SDG&E:
Long-Term Debt45.25%4.59%4.34%2.08%1.96%
Preferred Equity2.756.226.220.170.17
Common Equity52.009.9310.235.165.32
100.00%7.41%7.45%
SoCalGas:
Long-Term Debt45.60%5.02%4.63%2.29%2.11%
Preferred Equity2.406.006.000.140.14
Common Equity52.009.7810.085.095.24
100.00%7.52%7.49%

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.

TO6 Filing

In October 2024, SDG&E submitted its TO6 filing to the FERC and requested it to be effective January 1, 2025. 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. In March 2026, SDG&E filed with the FERC an uncontested offer of settlement in the TO6 proceeding. Among other things, the offer of settlement reflects an increase to SDG&E’s currently authorized base ROE from 10.10% to 10.28%, a hypothetical capital structure with 54% common equity, and does not affect SDG&E’s appeal of the FERC’s disallowance of the inclusion of the California ISO adder. The settlement is pending approval with the FERC and SDG&E expects to receive a decision in the second half of 2026. If approved, the TO6 settlement will be effective retroactively to June 1, 2025 and will remain in effect until terminated by a notice provided in March of any year. Following any such notice, SDG&E would submit a new Transmission Owner Rate filing for rates to go into effect January 1 of the following year.

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 14 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.

SEMPRA TEXAS UTILITIES

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, 2026 and 2025, Sempra contributed $876 million and $486 million, respectively, to Oncor Holdings, and Oncor Holdings distributed $229 million and $142 million, respectively, to Sempra. On April 29, 2026, Sempra contributed $610 million to Oncor Holdings, and on April 28, 2026, Oncor Holdings distributed $229 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,
20262025
Operating revenues$1,724$1,548
Operating expenses(1,272)(1,157)
Income from operations452391
Interest expense(227)(185)
Income tax expense(47)(40)
Net income211179
NCI held by TTI(42)(36)
Earnings attributable to Sempra(1)169143

(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.

SEMPRA INFRASTRUCTURE

In connection with the planned sale of a portion of our equity interest in SI Partners, which we discuss in Note 6, the carrying amount of our equity method investments totaling $2.5 billion at March 31, 2026 is included in Assets Held for Sale on Sempra’s Condensed Consolidated Balance Sheet.

Cameron LNG JV

In the three months ended March 31, 2026 and 2025, Cameron LNG JV distributed $160 million and $149 million, respectively, to Sempra Infrastructure.

TAG Norte

In the three months ended March 31, 2026 and 2025, TAG Norte distributed $60 million and $45 million, respectively, to Sempra Infrastructure.

NOTE 6. SEMPRA – DIVESTITURES

SEMPRA INFRASTRUCTURE

Assets Held for Sale

We classify assets as held for sale once all applicable criteria under U.S. GAAP have been satisfied, including when management, having the authority to approve the action, commits to a formal plan to actively market an asset for sale and expects the sale to close within the next 12 months. Upon classifying a group of assets as held for sale, we record the disposal group at the lower of its carrying value or its estimated fair value reduced for selling costs, and we stop recording depreciation and amortization expense on those assets.

We summarize the carrying amounts of the major classes of assets and related liabilities of SI Partners, inclusive of Ecogas, classified as held for sale in the following table.

ASSETS HELD FOR SALE
(Dollars in millions)
March 31, 2026
Cash and cash equivalents$176
Restricted cash, current2,984
Accounts receivable, net475
Due from unconsolidated affiliates4
Inventories104
Other current assets363
Restricted cash, noncurrent3
Right-of-use assets – operating leases206
Equity method investments2,546
Goodwill1,602
Other intangible assets273
Other long-term assets705
Property, plant and equipment, net22,424
Total assets held for sale$31,865
Short-term debt$444
Accounts payable851
Current portion of long-term debt49
Other current liabilities473
Long-term debt8,454
Due to unconsolidated affiliates485
Deferred income taxes936
Asset retirement obligations100
Deferred credits and other457
Total liabilities held for sale$12,249

At March 31, 2026, $26 million of accumulated losses is included in AOCI and is part of the disposal group that is classified as held for sale.

We considered the estimated fair value of our assets held for sale, less costs to sell, and determined that no adjustment to carrying value was required. In estimating fair value, we used a discounted cash flow valuation technique. In the event that the estimated sales price, less transaction costs, is less than the carrying value, or updated market information indicates fair value may be less than carrying value, we would recognize a loss in our results of operations at that time.

SI Partners

In September 2025, we entered into an agreement to sell 45% of the outstanding Class A Units and all general partner interests in SI Partners to the KKR Partners for an aggregate base purchase price of approximately $9.99 billion, subject to the adjustments described below. SI Partners owns LNG and natural gas infrastructure in the U.S. and Mexico and renewable energy and related assets in Mexico.

The agreement provides that, subject to adjustments and the closing date, the purchase price will be paid to Sempra as follows:

▪$4.65 billion in cash at closing;

▪$4.14 billion plus interest compounded quarterly at 7.5% per annum (totaling $4.72 billion with principal and accrued interest unless paid early) due December 31, 2027 under instruments backed by equity commitment letters; and

▪$1.2 billion plus interest compounded quarterly at 8.5% per annum before January 1, 2031 and 10.0% per annum thereafter (totaling $2.29 billion with principal and accrued interest unless paid early) due seven years and 91 days after closing under promissory notes.

The instruments and notes will be issued by indirect equity holders of the KKR Partners and will be ranked behind senior debt incurred by subsidiaries of the issuers.

The purchase price is subject to adjustments for changes in net debt, net working capital and capital expenditures as of December 31, 2025, among others. The purchase price is subject to further adjustments for certain capital contributions by and distributions to Sempra in 2026 before the closing. In addition, transaction fees of the KKR Partners of $337.5 million will be deducted from the purchase price at the closing and a development credit of $340 million will be payable by Sempra over two years starting in 2026. There may also be post-closing purchase price adjustments based on the performance through 2028 of certain wind power facilities, and adjustments payable by Sempra for capital expenditures related to the ECA LNG Phase 1 project under construction and potential costs associated with third party consents or waivers.

We expect this sale to close in the second or third quarter of 2026, subject to certain conditions, including receipt of third-party consents or waivers, including from certain lenders, partners and others; the absence of a material adverse effect on SI Partners; the absence of specific downgrade events under certain financing arrangements; and other customary closing conditions. A ticking fee payable to Sempra of 0.625% per month on the aggregate base purchase price accrues daily beginning April 1, 2026. If the KKR Partners fail to complete the closing when all closing conditions are satisfied, Sempra will be entitled to receive a termination fee of $414 million. Any party may terminate the agreement if the closing has not occurred within 12 months after signing.

Subject to closing, the KKR Partners will own 65% of SI Partners, Sempra will retain a 25% interest and ADIA will retain a 10% interest. As we discuss below, the KKR Partners will have control of SI Partners and Sempra and ADIA will have certain minority rights in SI Partners. As a result of our loss of control upon completion of the sale, we will deconsolidate SI Partners and account for our 25% interest in SI Partners under the equity method within the existing Sempra Infrastructure segment.

In connection with signing the agreement for the sale, we classified SI Partners as held for sale and ceased recording depreciation and amortization in September 2025. We recognized an income tax benefit of $33 million in Income Tax Expense on Sempra’s Condensed Consolidated Statement of Operations in the three months ended March 31, 2026 to adjust deferred income tax liabilities related to outside basis differences in our investment in SI Partners. This amount is based on certain assumptions and could change substantially in subsequent quarters and at the closing due to, among other things, changes to current carrying values, changes in forecasted taxable income, purchase price adjustments, and changes to tax positions and other assumptions.

As we discuss in Note 8, in March 2026, Sempra entered into undesignated foreign currency hedges with notional amounts totaling 11.0 billion Mexican pesos ($612 million in U.S. dollar-equivalent) to help mitigate the exchange rate risk associated with the anticipated Mexican capital gains taxes that will be payable upon completion of the sale. In April 2026, Sempra entered into an additional undesignated foreign currency hedge with notional amounts totaling 2.8 billion Mexican pesos ($155 million in U.S. dollar-equivalent) to further mitigate such risk.

Post-Closing Limited Partnership Agreement. At closing, we will enter into an amended and restated limited partnership agreement of SI Partners with the KKR Partners and ADIA. The limited partnership agreement provides that the KKR Partners will have the right to appoint four managers, Sempra will have the right to appoint two managers, and ADIA will have the right to appoint one manager to the SI Partners board of managers, with matters generally decided by majority vote based on the limited partners’ ownership percentages. The minority partners will have certain minority consent rights so long as they maintain specified ownership thresholds. Subject to exceptions and limitations, SI Partners will be prohibited from taking certain actions, including, among others: (i) redeeming units or making distributions to its limited partners other than on a pro rata basis or as expressly permitted under the partnership agreement; (ii) under certain circumstances, transferring, disposing or issuing equity securities in any subsidiary undertaking or owning a project that has reached a positive FID; (iii) appointing a replacement chief executive officer; (iv) approving certain capital expenditures; and (v) reaching a positive FID on any project, in each case without prior approval from the KKR Partners, Sempra and, in some cases, other limited partners holding at least a specified minimum percentage of ownership.

SI Partners will be required to distribute quarterly at least 85% of its distributable cash flow, subject to certain exceptions and reserves. Generally, distributions will be made to the limited partners on a pro rata basis in accordance with their respective ownership interests, except that the KKR Partners will be entitled to a post-closing distribution of an additional 31.5% of the $1.9 billion true-up payment from Port Arthur LNG II to Port Arthur LNG I to acquire a 50% interest in the shared common facilities. The limited partners will be required to fund capital calls under certain circumstances, which vary depending on whether a project has reached a positive FID. Sempra will continue to have substantially similar funding obligations as it has before the sale for cost overruns in certain projects, including the ECA LNG Phase 1 project and the PA LNG Phase 1 project.

If a project fails to receive the required limited partner approvals to achieve a positive FID, the KKR Partners will be permitted to proceed with the project independently through a different investment vehicle or as a “Sole Risk Project” within SI Partners in exchange for “Sole Risk Interests.” Sole Risk Projects are separated from other SI Partners projects and are conducted at the holder’s sole cost, expense and liability, and the holder receives, through the acquisition of Sole Risk Interests, the economic and other benefits, if any, from such projects. The Guaymas-El Oro segment of the Sonora pipeline will continue to be owned by and a Sole Risk Project of Sempra and is not included within the disposal group that is classified as held for sale. Sempra is solely responsible for costs associated with the Guaymas-El Oro segment of the Sonora pipeline and any proceeds from a sale of the Guaymas-El Oro segment of the Sonora pipeline would be split between Sempra (90%) and ADIA (10%), subject to adjustments.

Under the limited partnership agreement, Sempra will be restricted from transferring its ownership interest in SI Partners before January 1, 2029. Any proposed transfer (other than a permitted transfer) by a minority partner to a third party will be subject to a right of first offer of the KKR Partners. The minority partners will have co-sale rights in respect of any transfer by the KKR Partners of over 50% of SI Partners’ equity interests. The KKR Partners will have customary drag-along rights in connection with any sale of SI Partners, provided that the minority partners obtain minimum return thresholds. The limited partners have customary registration rights in the event of an initial public offering of SI Partners.

Ecogas

In December 2025, we entered into an agreement to sell Ecogas, a natural gas regulated distribution utility that operates in three separate distribution zones in Mexicali, Chihuahua and La Laguna-Durango, Mexico, to Gas Natural del Noroeste S.A. de C.V. for 9.0 billion Mexican pesos (approximately $500 million in U.S. dollar-equivalent at March 31, 2026), subject to adjustments. In the first quarter of 2026, we entered into contingent foreign currency hedges, which we discuss in Note 8, that are designed to fix the exchange rate associated with the anticipated after-tax net proceeds. We expect to complete the sale in the second or third quarter of 2026, subject to closing conditions. As a result of satisfying all applicable criteria in June 2025, we classified Ecogas’ assets and liabilities as held for sale and ceased depreciation and amortization.

In connection with classifying Ecogas as held for sale, we recognized an income tax benefit of $3 million in Income Tax Expense on Sempra’s Condensed Consolidated Statement of Operations in the three months ended March 31, 2026 for changes in the Mexican deferred income tax liability related to the excess of carrying value over the tax basis (outside basis difference). Since this $3 million ($2 million after NCI) of Mexican income tax benefit on our outside basis difference is based on current carrying value, foreign exchange rates and inflation at March 31, 2026, this amount could change in future periods until the date of sale.

NOTE 7. DEBT AND CREDIT FACILITIES

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

SHORT-TERM DEBT

Committed Lines of Credit

At March 31, 2026, Sempra has an aggregate capacity of $10.2 billion under eight 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, 2026
BorrowerExpiration date of facilityTotal facilityCommercial paper outstandingAmounts outstandingLetters of credit outstandingAvailable unused credit
SempraOctober 2030$4,000$(1,461)$—$—$2,539
SDG&EOctober 20301,500———1,500
SoCalGasOctober 20301,200(99)——1,101
SI Partners and IEnovaSeptember 2026500—(145)—355
SI Partners and IEnovaAugust 20281,500—(286)—1,214
SI Partners and IEnovaDecember 20281,000———1,000
Port Arthur LNG IMarch 2030200——(87)113
Port Arthur LNG IISeptember 2030300——(176)124
Total$10,200$(1,560)$(431)$(263)$7,946

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, 2026, 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 its subsidiary, 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, 2026, SI Partners was in compliance with this ratio.

Additionally, the three lines of credit that are shared by SI Partners and IEnova and the Port Arthur LNG I and Port Arthur LNG II credit facilities are included in the disposal group that is classified as held for sale that we discuss in Note 6 but remain legally accessible and a source of available credit to Sempra Infrastructure until the planned sale of a portion of our equity interest in SI Partners closes.

Uncommitted Line of Credit

ECA LNG Phase 1, which is included in the disposal group that is classified as held for sale, 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, 2026, ECA LNG Phase 1 has outstanding borrowings of $13 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.

Uncommitted Letters of Credit

Outside of our domestic and foreign credit facilities, we have unsecured standby letter of credit capacity with select lenders that is uncommitted and supported by reimbursement agreements. At March 31, 2026, we have $202 million in standby letters of credit outstanding under these agreements.

UNCOMMITTED LETTERS OF CREDIT OUTSTANDING
(Dollars in millions)
Expiration date rangeMarch 31, 2026
SDG&EMay 2026 - January 2027$21
SoCalGasJune 2026 - March 202715
Other Sempra(1)June 2026 - March 2027166
Total Sempra$202

(1) Excludes $1,796 in unsecured standby letters of credit with expiration dates ranging from April 2026 - November 2054 that are included in the disposal group that is classified as held for sale.

Weighted-Average Interest Rates

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

WEIGHTED-AVERAGE INTEREST RATES
March 31, 2026December 31, 2025
Sempra4.37%4.32%
SDG&E—3.96
SoCalGas4.324.17

LONG-TERM DEBT

SDG&E

In March 2026, SDG&E issued $625 million aggregate principal amount of 5.20% first mortgage bonds due in full upon maturity on March 15, 2036 and received proceeds of $618 million (net of debt discount, underwriting discounts and debt issuance costs of $7 million), and $475 million aggregate principal amount of 5.95% first mortgage bonds due in full upon maturity on March 15, 2056 and received proceeds of $467 million (net of debt discount, underwriting discounts and debt issuance costs of $8 million). Each series of first mortgage bonds is redeemable prior to maturity, subject to its terms, and in certain circumstances subject to make-whole provisions. SDG&E intends to use the net proceeds to repay outstanding first mortgage bonds due in May 2026 and June 2026 and outstanding commercial paper and for other general corporate purposes.

Other Sempra

Sempra

In March 2026, Sempra issued $800 million aggregate principal amount of 5.25% notes due in full upon maturity on March 15, 2036 and received proceeds of $791 million (net of debt discount, underwriting discounts and debt issuance costs of $9 million). The notes are redeemable prior to maturity, subject to their terms, and in certain circumstances subject to make-whole provisions. We used the net proceeds to repay outstanding commercial paper and other indebtedness and for general corporate purposes.

ECA LNG Phase 1

ECA LNG Phase 1 has a loan agreement with a syndicate of external lenders that matures on December 30, 2027 for an aggregate principal amount of up to $1.5 billion. The loan agreement bears interest at a weighted-average blended rate of 2.29% plus a benchmark interest rate per annum equal to (a) term SOFR based on a tenor comparable to the applicable interest period, plus (b) a credit adjustment spread of 10 bps.

At both March 31, 2026 and December 31, 2025, $1.3 billion of borrowings from external lenders are outstanding under the loan agreement, with a weighted-average interest rate of 6.09% and 6.06%, respectively. Proceeds from the loan are being used to finance the cost of construction of the ECA LNG Phase 1 project.

IEnova and TotalEnergies SE have provided guarantees for repayment of the loan of up to $1,226 million and $305 million, respectively, plus accrued and unpaid interest. The effective interest rate of the loan is based on the interest payments made to external lenders and guarantee payments made to TotalEnergies SE as a guarantor.

Port Arthur LNG I

Port Arthur LNG I 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, 2026 and December 31, 2025, $3.8 billion and $3.2 billion, respectively, of borrowings are outstanding under the loan agreement, with an all-in weighted-average interest rate of 5.60% and 5.47%, respectively. At March 31, 2026, previous borrowings totaling $983 million have been repaid and cannot be reborrowed. Proceeds from the loan are being used to finance the cost of construction of the PA LNG Phase 1 project.

On April 8, 2026, Port Arthur LNG I issued senior secured notes for an aggregate principal amount of $2.0 billion. The notes bear interest at the rate of 6.43% and mature on June 15, 2048. The net proceeds were used to repay borrowings and accrued interest under the existing Port Arthur LNG I 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 the requirement to pass impacts through to customers for SDG&E and SoCalGas and other operations subject to regulatory accounting 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.

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 both 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 and regulatory requirements. 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 are designed 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, LNG and electricity derivatives, as appropriate, in an effort to mitigate commodity price risk and 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 these undesignated derivatives are recognized in Revenues: Energy-Related Businesses or Energy-Related Business Cost of Sales 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, 2026December 31, 2025
Sempra:
Natural gas(1)MMBtu438336
Congestion revenue rightsMWh1618
SDG&E:
Natural gasMMBtu1414
Congestion revenue rightsMWh1618
SoCalGas:
Natural gasMMBtu424322

(1) At March 31, 2026 and December 31, 2025, excludes 1,329 and 1,016, respectively, related to the disposal group that is classified as held for sale.

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.

At both March 31, 2026 and December 31, 2025, interest rate derivatives designated as cash flow hedges accrue interest based on notional amounts of $244 million. These instruments have maturities from 2026 to 2034 and are included within the disposal group that is classified as held for sale.

In March 2026, Port Arthur LNG I received a cash settlement of $96 million, net of transaction costs, for the termination of $1.2 billion of the notional amount of interest rate swaps that were de-designated in 2024. At March 31, 2026 and December 31, 2025, interest rate derivatives not designated as hedging instruments have a maximum notional amount of $1,952 million and $3,189 million, respectively, with maturities from 2026 to 2048 and accrue interest based on notional amounts of $1,461 million and $2,286 million, respectively. These undesignated derivatives are included within the disposal group that is classified as held for sale.

FOREIGN CURRENCY DERIVATIVES

Oncor uses cross-currency swaps designated as fair value hedges intended to offset foreign currency exchange rate risk related to its foreign-currency-denominated debt. From time to time, SI Partners and its equity method investees 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.

We are also exposed to exchange rate movements at our Mexican subsidiaries and equity method investees, 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 help 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.

In the first quarter of 2026, SI Partners entered into contingent, undesignated foreign currency hedges that are designed to fix the exchange rate associated with the anticipated after-tax net proceeds from the planned sale of Ecogas, with notional amounts totaling approximately 7.5 billion Mexican pesos ($411 million to $422 million in U.S. dollar-equivalent, depending on the closing date of the sale). Settlement of the hedges is contingent on the completion of the planned sale of Ecogas expected in the second or third quarter of 2026.

Also, in the first quarter of 2026, Sempra entered into undesignated foreign currency hedges with notional amounts totaling 11.0 billion Mexican pesos ($612 million in U.S. dollar-equivalent) to help mitigate the exchange rate risk associated with the anticipated Mexican capital gains taxes that will be payable upon completion of the planned sale of our 45% equity interest in SI Partners, which we expect to close in the second or third quarter of 2026. In April 2026, Sempra entered into an additional undesignated foreign currency hedge with notional amounts totaling 2.8 billion Mexican pesos ($155 million in U.S. dollar-equivalent) to further mitigate such risk.

In addition, foreign currency derivatives designated as cash flow hedges, excluding those in our equity method investments, have notional amounts totaling $122 million and $172 million at March 31, 2026 and December 31, 2025, respectively, with maturities in 2026 and 2027, which are included within the disposal group that is classified as held for sale.

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 are 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, 2026
Current assetsCurrent liabilities
Other current assetsAssets held for saleOther long-term assetsOther current liabilitiesLiabilities held for saleDeferred credits and other
Sempra:
Derivatives designated as hedging instruments:
Interest rate instruments$25$—
Foreign exchange instruments—(6)
Derivatives not designated as hedging instruments:
Interest rate instruments153—
Foreign exchange instruments12$(3)—
Commodity contracts not subject to rate recovery226—(231)
Associated offsetting commodity contracts(9)—9
Commodity contracts subject to rate recovery$7$14(24)$(17)
Associated offsetting commodity contracts(2)(5)25
Associated offsetting cash collateral——124
Net amounts presented on the balance sheet54079(13)(228)(8)
Additional cash collateral for commodity contracts not subject to rate recovery60—
Additional cash collateral for commodity contracts subject to rate recovery25———
Total$30$467$9$(13)$(228)$(8)
SDG&E:
Derivatives not designated as hedging instruments:
Commodity contracts subject to rate recovery$4$8$(12)$(5)
Associated offsetting commodity contracts—(1)—1
Associated offsetting cash collateral——124
Net amounts presented on the balance sheet47——
Additional cash collateral for commodity contracts subject to rate recovery20———
Total$24$7$—$—
SoCalGas:
Derivatives not designated as hedging instruments:
Commodity contracts subject to rate recovery$3$6$(12)$(12)
Associated offsetting commodity contracts(2)(4)24
Net amounts presented on the balance sheet12(10)(8)
Additional cash collateral for commodity contracts subject to rate recovery5———
Total$6$2$(10)$(8)
DERIVATIVE INSTRUMENTS ON THE CONDENSED CONSOLIDATED BALANCE SHEETS (CONTINUED)
(Dollars in millions)
December 31, 2025
Current assetsCurrent liabilities
Other current assetsAssets held for saleOther long-term assetsOther current liabilitiesLiabilities held for saleDeferred credits and other
Sempra:
Derivatives designated as hedging instruments:
Interest rate instruments$25$—
Foreign exchange instruments—(8)
Derivatives not designated as hedging instruments:
Interest rate instruments242—
Commodity contracts not subject to rate recovery9(66)
Associated offsetting commodity contracts(5)5
Commodity contracts subject to rate recovery$25$11$(134)$(10)
Associated offsetting commodity contracts(4)(2)42
Associated offsetting cash collateral——684
Net amounts presented on the balance sheet212719(62)(69)(4)
Additional cash collateral for commodity contracts not subject to rate recovery38—
Additional cash collateral for commodity contracts subject to rate recovery23———
Total$44$309$9$(62)$(69)$(4)
SDG&E:
Derivatives not designated as hedging instruments:
Commodity contracts subject to rate recovery$4$8$(12)$(5)
Associated offsetting commodity contracts—(1)—1
Associated offsetting cash collateral——124
Net amounts presented on the balance sheet47——
Additional cash collateral for commodity contracts subject to rate recovery13———
Total$17$7$—$—
SoCalGas:
Derivatives not designated as hedging instruments:
Commodity contracts subject to rate recovery$21$3$(122)$(5)
Associated offsetting commodity contracts(4)(1)41
Associated offsetting cash collateral——56—
Net amounts presented on the balance sheet172(62)(4)
Additional cash collateral for commodity contracts subject to rate recovery10———
Total$27$2$(62)$(4)

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 gain (loss) recognized in OCIPretax gain (loss) reclassified from AOCI into earnings
Three months ended March 31,Three months ended March 31,
20262025Location20262025
Sempra:
Cash flow hedges:
Interest rate instruments$2$(3)Interest expense$1$2
Interest rate instruments7(20)Equity earnings(1)15
Foreign exchange instruments2(5)Revenues: Energy- related businesses2(2)
Foreign exchange instruments2(4)Equity earnings(1)2(2)
Fair value hedges:
Foreign exchange instruments(2)(9)Equity earnings(1)——
Total$11$(41)$6$3

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

For Sempra, we expect that net losses before NCI of $3 million, which are net of income tax benefit and include amounts related to the disposal group that is classified as held for sale, that are currently recorded in AOCI (with negligible gains 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 and foreign currency rates in effect when derivative contracts mature.

At March 31, 2026, 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 gain (loss) on derivatives recognized in earnings
Three months ended March 31,
Location20262025
Sempra:
Commodity contracts not subject to rate recoveryRevenues: Energy-related businesses$100$6
Commodity contracts not subject to rate recoveryEnergy-related businesses cost of sales(22)—
Commodity contracts subject to rate recoveryCost of natural gas(1)(16)
Commodity contracts subject to rate recoveryCost of electric fuel and purchased power(5)3
Foreign exchange instrumentsOther income, net9—
Interest rate instrumentsInterest expense11(65)
Total$92$(72)
SDG&E:
Commodity contracts subject to rate recoveryCost of electric fuel and purchased power$(5)$3
SoCalGas:
Commodity contracts subject to rate recoveryCost of natural gas$(1)$(16)

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, 2026 and December 31, 2025 is $120 million and $190 million, respectively. For SDG&E, the total fair value of this group of derivative instruments in a liability position is negligible at both March 31, 2026 and December 31, 2025. For SoCalGas, the total fair value of this group of derivative instruments in a liability position at March 31, 2026 and December 31, 2025 is $15 million and $47 million, respectively. At March 31, 2026, if the credit ratings of Sempra or SoCalGas were reduced below investment grade, $120 million, and $15 million, respectively, of additional assets could be required to be posted as collateral for these derivative contracts.

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

NOTE 9. FAIR VALUE MEASUREMENTS

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

RECURRING FAIR VALUE MEASURES

The tables below set forth our financial assets and liabilities, by level within the fair value hierarchy, that are accounted for at fair value on a recurring basis at March 31, 2026 and December 31, 2025. 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, 2025.

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 are 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” and natural gas derivatives at Sempra Infrastructure, as we discuss below in “Level 3 Information – Other Sempra.” 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 13, in July 2020, Sempra entered into the 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.”

RECURRING FAIR VALUE MEASURES
(Dollars in millions)
Level 1Level 2Level 3Netting(1)Total
Fair value at March 31, 2026
Sempra:
Assets:
Nuclear decommissioning trusts:
Short-term investments, primarily cash equivalents$22$3$—$25
Equity securities2702—272
Debt securities:
Debt securities issued by the U.S. Treasury and other U.S. government corporations and agencies2716—43
Municipal bonds—291—291
Other securities—261—261
Total debt securities27568—595
Total nuclear decommissioning trusts(2)319573—892
Short-term investments held in Rabbi Trust86——86
Support Agreement, net of related guarantee fees——4141
Commodity contracts subject to rate recovery2910$1839
40758251181,058
Assets held for sale:
Interest rate instruments—178——178
Foreign exchange instruments—12——12
Commodity contracts not subject to rate recovery—218851277
Total assets held for sale—408851467
Total assets$407$990$59$69$1,525
Liabilities:
Foreign exchange instruments$—$3$—$—$3
Commodity contracts subject to rate recovery1724—(23)18
1727—(23)21
Liabilities held for sale:
Foreign exchange instruments—6——6
Commodity contracts not subject to rate recovery—17259(9)222
Total liabilities held for sale—17859(9)228
Total liabilities$17$205$59$(32)$249

(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.

RECURRING FAIR VALUE MEASURES
(Dollars in millions)
Level 1Level 2Level 3Netting(1)Total
Fair value at December 31, 2025
Sempra:
Assets:
Nuclear decommissioning trusts:
Short-term investments, primarily cash equivalents$9$3$—$12
Equity securities2853—288
Debt securities:
Debt securities issued by the U.S. Treasury and other U.S. government corporations and agencies2819—47
Municipal bonds—300—300
Other securities—255—255
Total debt securities28574—602
Total nuclear decommissioning trusts(2)322580—902
Short-term investments held in Rabbi Trust49——49
Support Agreement, net of related guarantee fees——4141
Commodity contracts subject to rate recovery22410$1753
37360451171,045
Assets held for sale:
Interest rate instruments—267——267
Commodity contracts not subject to rate recovery—813342
Total assets held for sale—275133309
Total assets$373$879$52$50$1,354
Liabilities:
Commodity contracts subject to rate recovery$37$107$—$(78)$66
Liabilities held for sale:
Foreign exchange instruments—8——8
Commodity contracts not subject to rate recovery—1056(5)61
Total liabilities held for sale—1856(5)69
Total liabilities$37$125$56$(83)$135

(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.

RECURRING FAIR VALUE MEASURES
(Dollars in millions)
Level 1Level 2Level 3Netting(1)Total
Fair value at March 31, 2026
SDG&E:
Assets:
Nuclear decommissioning trusts:
Short-term investments, primarily cash equivalents$22$3$—$25
Equity securities2702—272
Debt securities:
Debt securities issued by the U.S. Treasury and other U.S. government corporations and agencies2716—43
Municipal bonds—291—291
Other securities—261—261
Total debt securities27568—595
Total nuclear decommissioning trusts(2)319573—892
Commodity contracts subject to rate recovery2—10$1931
Total assets$321$573$10$19$923
Liabilities:
Commodity contracts subject to rate recovery$17$—$—$(17)$—
Fair value at December 31, 2025
SDG&E:
Assets:
Nuclear decommissioning trusts:
Short-term investments, primarily cash equivalents$9$3$—$12
Equity securities2853—288
Debt securities:
Debt securities issued by the U.S. Treasury and other U.S. government corporations and agencies2819—47
Municipal bonds—300—300
Other securities—255—255
Total debt securities28574—602
Total nuclear decommissioning trusts(2)322580—902
Commodity contracts subject to rate recovery2—10$1224
Total assets$324$580$10$12$926
Liabilities:
Commodity contracts subject to rate recovery$17$—$—$(17)$—

(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.

RECURRING FAIR VALUE MEASURES
(Dollars in millions)
Level 1Level 2Level 3Netting(1)Total
Fair value at March 31, 2026
SoCalGas:
Assets:
Commodity contracts subject to rate recovery$—$9$—$(1)$8
Liabilities:
Commodity contracts subject to rate recovery$—$24$—$(6)$18
Fair value at December 31, 2025
SoCalGas:
Assets:
Commodity contracts subject to rate recovery$—$24$—$5$29
Liabilities:
Commodity contracts subject to rate recovery$20$107$—$(61)$66

(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,
20262025
Balance at January 1$10$4
Realized and unrealized gains (losses), net(3)(1)
Allocated transmission instruments32
Settlements—(1)
Balance at March 31$10$4
Change in unrealized gains (losses) relating to instruments still held at March 31$(2)$(2)

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

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. 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, are in the following ranges for the years indicated below:

CONGESTION REVENUE RIGHTS AUCTION PRICE INPUTS
Settlement yearPrice per MWhMedian price per MWh
2026$(0.31)to$13.76$4.05
2025(7.38)to15.540.01

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.

Other Sempra

Support Agreement. 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,
20262025
Balance at January 1$41$25
Realized and unrealized gains (losses), net(1)215
Settlements(2)(2)
Balance at March 31(2)$41$38
Change in unrealized gains (losses) relating to instruments still held at March 31$2$15

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

(2) Includes $8 in Other Current Assets and $33 in Other Long-Term Assets at March 31, 2026 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 at March 31, 2026, and 2025, 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 would not result in a significant change in the fair value of the Support Agreement.

Commodity contracts not subject to rate recovery. The table below sets forth a reconciliation of the change in the fair value of natural gas derivatives classified as Level 3 in the fair value hierarchy.

LEVEL 3 RECONCILIATION
(Dollars in millions)
Three months ended March 31, 2026
Balance at January 1$(55)
Realized and unrealized gains (losses), net(1)4
Balance at March 31(2)$(51)
Change in unrealized gains (losses) relating to instruments still held at March 31$4

(1) Net realized and unrealized gains and losses are recognized in Revenues: Energy-Related Businesses or Energy-Related Businesses Cost of Sales on the Sempra Condensed Consolidated Statement of Operations.

(2) Includes $8 in Assets Held for Sale and $59 in Liabilities Held for Sale at March 31, 2026 on Sempra’s Condensed Consolidated Balance Sheet.

We estimate the fair value of our natural gas derivatives using an income approach. These instruments are classified as Level 3 within the fair value hierarchy because their valuation relies on significant unobservable inputs. Key unobservable inputs include implied forward price curves at illiquid delivery locations and location-specific forward price adjustments. When observable market data is limited or unavailable at these illiquid delivery points, we apply industry-standard valuation methodologies to develop unobservable inputs that maximize the use of observable information, including extrapolation and the use of historical market data and other relevant information.

The following table presents information about the significant unobservable inputs used in the valuation of our Level 3 natural gas derivatives at March 31, 2026:

QUANTITATIVE INFORMATION ABOUT LEVEL 3 FAIR VALUE MEASUREMENT
Fair value (in millions)Valuation techniqueUnobservable inputRangeWeighted average
Commodity contracts not subject to rate recovery$(51)Income approachForward natural gas price per MMBtu$0.05to$2.41$1.08

The valuation of our natural gas derivatives is sensitive to changes in forward pricing and location-specific price adjustments. Generally, significant increases or decreases in forward pricing, in isolation, would decrease or increase, respectively, the fair value of the natural gas derivatives. We evaluate valuation inputs and assumptions at least quarterly and update inputs as necessary to reflect changes.

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 Plan, Cash Balance Restoration Plan and Employee and Director Savings Plan 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, 2026
Sempra:
Long-term note receivable(1)$374$—$—$370$370
Long-term amounts due to unconsolidated affiliates held for sale485—469—469
Long-term debt held for sale(2)8,641—8,259—8,259
Long-term debt(3)31,767—29,661—29,661
SDG&E:
Long-term debt(4)$10,900$—$9,753$—$9,753
SoCalGas:
Long-term debt(5)$8,109$—$7,677$—$7,677
December 31, 2025
Sempra:
Long-term note receivable(1)$369$—$—$366$366
Long-term amounts due to unconsolidated affiliates held for sale477—463—463
Long-term debt held for sale(2)7,925—7,611—7,611
Long-term debt(3)29,867—28,282—28,282
SDG&E:
Long-term debt(4)$9,800$—$8,810$—$8,810
SoCalGas:
Long-term debt(5)$8,109$—$7,818$—$7,818

(1) Before allowances for credit losses of $4 at both March 31, 2026 and December 31, 2025. Excludes unamortized transaction costs of $2 and $3 at March 31, 2026 and December 31, 2025, respectively.

(2) After the effects of interest rate swaps. Before reductions of unamortized discount and debt issuance costs of $138 and $132 at March 31, 2026 and December 31, 2025, respectively.

(3) Before reductions of unamortized discount and debt issuance costs of $321 and $305 at March 31, 2026 and December 31, 2025, respectively, and excluding finance lease obligations of $1,279 and $1,293 at March 31, 2026 and December 31, 2025, respectively.

(4) Before reductions of unamortized discount and debt issuance costs of $110 and $97 at March 31, 2026 and December 31, 2025, respectively, and excluding finance lease obligations of $1,168 and $1,176 at March 31, 2026 and December 31, 2025, respectively.

(5) Before reductions of unamortized discount and debt issuance costs of $76 and $78 at March 31, 2026 and December 31, 2025, respectively, and excluding finance lease obligations of $111 and $117 at March 31, 2026 and December 31, 2025, respectively.

We provide the fair values for the securities held in the NDT related to SONGS in Note 12.

NOTE 10. SEMPRA – CONTINGENTLY REDEEMABLE NONCONTROLLING INTEREST

SEMPRA INFRASTRUCTURE

In September 2025, PA2 JVCo issued 49.9% of its equity interests to Blackstone, which we discuss in Note 12 of the Notes to Consolidated Financial Statements in the Annual Report. We present Blackstone’s equity interest as a CRNCI, which appears between liabilities and equity in the mezzanine section of Sempra’s Condensed Consolidated Balance Sheets. We initially recorded the CRNCI at the amount for which Blackstone has a claim on the underlying net assets in liquidation at book value. At March 31, 2026, the CRNCI is not currently redeemable, nor is it probable that it will become redeemable because the forecasted completion of the PA LNG Phase 2 project is highly unlikely to occur beyond the contractually specified date in which Blackstone’s ownership interest becomes redeemable; therefore, we did not accrete the CRNCI to its redemption value.

Allocation of Interests

Because ownership interests in SI Partners, its subsidiaries and their projects differ by percentage and consolidation level, claims on changes in net assets must be allocated among the respective owners. To effect the allocation of interests, in the three months ended March 31, 2026, we recorded an increase in CRNCI of $42 million, a decrease in NCI of $48 million and an increase in Sempra’s shareholders’ equity of $6 million.

NOTE 11. 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.

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, 2026, 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

We have entered into two forward sale agreements for the sale of shares of Sempra common stock under the ATM program that remain subject to future settlement. 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. These forward sale agreements may be settled on one or more dates specified by us occurring no later than the final settlement date under the applicable agreement. 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. The principal terms of these forward sale agreements at March 31, 2026 are as follows:

FORWARD SALE AGREEMENTS UNDER THE ATM PROGRAM THAT REMAIN SUBJECT TO FUTURE SETTLEMENT
(Dollars in millions, except per share amounts)
Date of agreementNumber of shares subject to agreementNumber of shares that remain to be settledInitial forward price per shareExpected net proceeds(1)Forward purchaserSales commissionsFinal settlement date
November 18, 20242,909,2742,909,274$92.1546$268Bank of America, N.A.$2.4June 30, 2026(2)
February 26, 20252,087,3172,087,317$70.6593$147Wells Fargo Bank, N.A.$1.3March 31, 2027

(1) Expected net proceeds assumes full physical settlement, is net of sales commission but does not deduct other equity issuance costs, and is subject to certain adjustments pursuant to the applicable forward sale agreement.

(2) On April 7, 2026, the forward sale agreement was amended to extend the final settlement date to December 31, 2027.

We provide additional information about these forward sale agreements in Note 13 of the Notes to Consolidated Financial Statements in the Annual Report.

COMMON STOCK REPURCHASES

In the three months ended March 31, 2026 and 2025, we withheld 231,910 shares for $20 million and 671,961 shares for $57 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.

NONCONTROLLING INTERESTS

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

In the three months ended March 31, 2026 and 2025, Sempra Infrastructure distributed $65 million and $38 million, respectively, to its NCI owners, and NCI owners contributed $41 million and $34 million, respectively, to Sempra Infrastructure.

The following table summarizes net income attributable to Sempra and transfers (to) from CRNCI and NCI, which shows the effects of changes in Sempra’s ownership interest in its subsidiaries on Sempra’s shareholders’ equity.

NET INCOME ATTRIBUTABLE TO SEMPRA AND TRANSFERS (TO) FROM CRNCI AND NCI
(Dollars in millions)
Three months ended
March 31, 2026
Sempra:
Net income attributable to Sempra$1,037
Transfers (to) from CRNCI and NCI:
Increase in shareholders’ equity from allocation of interests(1)6
Net transfers (to) from CRNCI and NCI6
Change from net income attributable to Sempra and transfers (to) from CRNCI and NCI$1,043

(1) We describe the allocation of interests in Note 10.

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, 2026, 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,
20262025
Sempra:
Numerator:
Earnings attributable to common shares$1,037$906
Denominator:
Weighted-average common shares outstanding for basic EPS(1)653,589651,992
Dilutive effect of common shares sold forward482—
Dilutive effect of stock options and RSUs(2)1,4171,026
Weighted-average common shares outstanding for diluted EPS655,488653,018
EPS:
Basic$1.59$1.39
Diluted$1.58$1.39

(1) Includes 385 and 516 fully vested RSUs held in our deferred compensation plan in the three months ended March 31, 2026 and 2025, 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 14 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, 2026 and 2025 excludes 561,740 and 522,283 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.

In January 2026, pursuant to Sempra’s share-based compensation plans, the Compensation and Talent Development Committee of Sempra’s board of directors granted 568,052 nonqualified stock options, 435,890 performance-based RSUs and 181,488 service-based RSUs.

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

NOTE 12. SAN ONOFRE NUCLEAR GENERATING STATION

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

NUCLEAR DECOMMISSIONING AND FUNDING

As a result of Edison’s decision to permanently retire SONGS Units 2 and 3, Edison began the decommissioning phase of the plant. Major decommissioning work began in 2020. We expect the majority of the decommissioning work to 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 2026, the CPUC granted SDG&E authorization to access NDT funds of up to $45 million for forecasted 2026 costs.

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, 2026
Short-term investments, primarily cash equivalents$25$—$—$25
Equity securities66208(2)272
Debt securities:
Debt securities issued by the U.S. Treasury and other U.S. government corporations and agencies(1)431(1)43
Municipal bonds(2)2952(6)291
Other securities(3)2633(5)261
Total debt securities6016(12)595
Receivables (payables), net(8)——(8)
Total$684$214$(14)$884
December 31, 2025
Short-term investments, primarily cash equivalents$12$—$—$12
Equity securities69221(2)288
Debt securities:
Debt securities issued by the U.S. Treasury and other U.S. government corporations and agencies461—47
Municipal bonds3014(5)300
Other securities2535(3)255
Total debt securities60010(8)602
Receivables (payables), net(3)——(3)
Total$678$231$(10)$899

(1) Maturity dates are 2027-2056.

(2) Maturity dates are 2026-2065.

(3) Maturity dates are 2026-2071.

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,
20262025
Proceeds from sales$291$274
Gross realized gains910
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 ARO related to decommissioning costs for all three SONGS units was $443 million at March 31, 2026 and is based on a cost study prepared in 2024, which is pending CPUC approval. SDG&E expects to receive an FD in the second half of 2026.

NOTE 13. 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, 2026, loss contingency accruals for legal matters that are probable and estimable are $48 million for Sempra and $33 million for SoCalGas.

SDG&E

City of San Diego Franchise Agreements

Pending. In 2021, a lawsuit was 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. The lawsuit is seeking to void the franchise agreements. In October 2023, 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

LA Fires

Palisades Fire Litigation - Pending. There is a consolidated legal action pending in Los Angeles County Superior Court related to the January 2025 Palisades fire. Various plaintiffs named nineteen defendants in a December 2025 master complaint, including but not limited to SoCalGas, Sempra, Edison, Edison International, the J. Paul Getty Trust, the City of Los Angeles, Los Angeles County, and the State of California (collectively, the Palisades Defendants). At this early stage of the legal process, it is unclear how many plaintiffs are asserting claims against the Palisades Defendants. The plaintiffs seek an award of economic and noneconomic damages, punitive damages, attorneys’ fees, litigation costs and pre-judgment interest.

Eaton Fire Litigation - Pending. There is a separate consolidated legal action pending in Los Angeles County Superior Court related to the January 2025 Eaton fire. The first of these lawsuits was filed against Edison in January 2025. In January 2026, Edison and Edison International filed cross-complaints in Los Angeles County Superior Court against more than a dozen defendants, including but not limited to SoCalGas, the City of Pasadena, Pasadena Water and Power, Los Angeles County, and Genasys Inc. (collectively, the Eaton Cross-Defendants) in connection with underlying litigation related to the January 2025 Eaton fire. The Edison cross-complaints against the Eaton Cross-Defendants seek indemnity, compensatory damages, attorneys’ fees, litigation costs and pre-judgment interest. In April 2026, SoCalGas filed a cross-complaint against Edison seeking compensatory damages for damage to SoCalGas’ infrastructure and costs associated with service restoration, attorneys’ fees, litigation costs and pre-judgment interest.

Other Sempra

Energía Costa Azul

We describe below a land dispute and permit challenges that may affect our ECA Regas Facility or ECA LNG liquefaction facilities under construction or in development. One or more unfavorable conclusions 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 Dispute - Pending. Energía Costa Azul, S. de R.L. de C.V. LNG has been engaged in a long-running land dispute relating to property adjacent to and owned by its ECA Regas Facility (the facility, however, is not situated on the land that is the subject of

this dispute). A claimant to the adjacent property filed suit to reinitiate an administrative procedure at SEDATU to obtain the property title for the disputed property, which title 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.

Environmental and Social Impact Permits - Pending. 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 addition, a group of residents filed an administrative appeal in June 2021 against various federal and state authorities alleging deficiencies in the public consultation process for 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. The request for an administrative appeal was denied. The claimants appealed this ruling via a constitutional challenge (an amparo trial) 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 the rulings via the Second Federal Collegiate Court, and the appeal is yet to be resolved.

Port Arthur LNG I

Construction Incident - Pending. 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 injuries to two Bechtel employees. In November 2025, the cases were transferred to a multidistrict litigation pretrial court and, in March 2026, the cases were assigned to a judge to oversee pretrial proceedings. As of May 4, 2026, there are two pending lawsuits filed by 17 plaintiffs in the 172nd Judicial District Court in Jefferson County, Texas and the 295th Judicial District Court in Harris County, Texas. The complaints collectively name as defendants Port Arthur LNG I, SI Partners, Sempra and/or other Sempra affiliates, Bechtel and/or Bechtel Corporation, and ConocoPhillips. Plaintiffs assert negligence and gross negligence and additional causes of action for wrongful death, survival and bystander claims and are seeking compensatory and punitive damages, lost wages and attorneys’ fees.

Bechtel is providing indemnity pursuant to the terms of Port Arthur LNG I’s EPC contract and is continuing construction of the PA LNG Phase 1 project.

Ordinary Course Litigation

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

LEASES

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

Lessee Accounting

We have operating and finance leases for real and personal property (including office space, land, fleet vehicles, 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

SDG&E has four PPAs, of which SDG&E expects three will commence in 2027 and one will commence in 2028. SDG&E expects the future minimum lease payments to be $12 million in 2027, $23 million in 2028, $25 million in each of 2029 and 2030 and $290 million thereafter (through expiration in 2043).

SI Partners has a lease agreement for tugboat services for the Port Arthur LNG liquefaction project that it expects will commence in 2027. SI Partners expects the future minimum lease payments to be $10 million in 2027, $12 million in each of 2028 through 2030, and $186 million thereafter (through expiration in 2047, exclusive of certain renewal options) and total future minimum fixed payments for operation and maintenance services to be $184 million.

Lessor Accounting

SI Partners 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,
20262025
Sempra – Sales-type leases:
Interest income$—$1
Total revenues from sales-type leases(1)$—$1
Sempra – Operating leases:
Fixed lease payments$100$86
Variable lease payments85
Total revenues from operating leases(1)$108$91
Depreciation expense(2)$—$18

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

(2) We stopped recording depreciation expense when these assets were classified as held for sale in September 2025.

CONTRACTUAL COMMITMENTS

We discuss below significant changes in the first three months of 2026 to contractual commitments discussed in Note 16 of the Notes to Consolidated Financial Statements in the Annual Report.

Natural Gas Contracts

SoCalGas’ natural gas contracts and transportation commitments have increased by approximately $192 million since December 31, 2025, reflecting a decrease related to amounts that settled during the first three months of 2026 and increases from entering into new natural gas transportation contracts in the first three months of 2026. At March 31, 2026, we expect future payments to decrease by $24 million in 2026, and increase by $16 million in 2027, $21 million in 2028, $22 million in each of 2029 and 2030, and $135 million thereafter compared to December 31, 2025.

LNG Purchase Agreement

SI Partners has an SPA for the supply of LNG to the ECA Regas Facility, which is included within the disposal group that is classified as held for sale. The commitment amount is calculated using a predetermined formula based on estimated forward prices of the index applicable from 2026 to 2029. Although this agreement specifies a number of cargoes to be delivered, under its terms, the supplier may divert certain cargoes, which would reduce amounts paid under the agreement by SI Partners. At March 31, 2026, we expect the commitment amount to decrease by $122 million in 2026, $55 million in 2027, $12 million in 2028 and $14 million in 2029 compared to December 31, 2025, reflecting changes in estimated forward prices since December 31, 2025 and actual transactions in the first three months of 2026. 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, 2026. 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.

PPAs Not Accounted for as Leases

SDG&E’s PPA commitments have increased by approximately $99 million since December 31, 2025, primarily from entering into energy storage agreements in the first three months of 2026. At March 31, 2026, we expect future payments to increase by $5 million in 2026, $4 million in 2027, $6 million in each of 2028 through 2030, and $72 million thereafter compared to December 31, 2025.

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 is $362 million for Sempra, $25 million for SDG&E and $15 million for SoCalGas at March 31, 2026.

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 $16 million at March 31, 2026, 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.

This guarantee will remain with Sempra after the planned sale of a portion of our equity interest in SI Partners is complete, which we discuss in Note 6.

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 the 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

▪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, 2026, the fair value of the Support Agreement is $41 million, of which $8 million is included in Other Current Assets and $33 million is included in Other Long-Term Assets on Sempra’s Condensed Consolidated Balance Sheet.

This guarantee will remain with Sempra after the planned sale of a portion of our equity interest in SI Partners is complete, which we discuss in Note 6.

SI Partners Credit Support Agreement

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. At March 31, 2026, SI Partners’ maximum exposure to loss under this off-balance sheet arrangement is $29 million.

This guarantee, if not yet terminated, will remain with SI Partners after the planned sale of a portion of our equity interest in SI Partners is complete, which we discuss in Note 6.

NOTE 14. SEGMENT INFORMATION

SEMPRA

Sempra is a holding company whose principal businesses are regulated utilities in California and Texas. Our businesses invest in and operate electric and gas utilities and other energy infrastructure that provide energy 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, L.P., 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, constructs, 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.

Sempra’s CODM is its chief executive officer, who utilizes segment earnings attributable to common shares predominantly in the annual financial planning process to assess financial performance. Sempra’s CODM prioritizes resource allocation to each segment in a manner that aligns with Sempra’s capital expenditures plan.

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.

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, 2026December 31, 2025
ASSETS
Sempra California$61,138$60,364
Sempra Texas Utilities18,55517,733
Sempra Infrastructure33,80032,796
Segment totals113,493110,893
Parent and other1,1911,084
Intersegment eliminations(1)(1,166)(1,099)
Total Sempra$113,518$110,878
EQUITY METHOD INVESTMENTS
Sempra Texas Utilities$18,374$17,601
Sempra Infrastructure(2)1617
Segment totals/Total Sempra$18,390$17,618
Three months ended March 31,
20262025
EQUITY EARNINGS
Equity earnings, before income tax:
Sempra Texas Utilities$2$2
Sempra Infrastructure146139
Segment totals148141
Equity earnings, net of income tax:
Sempra Texas Utilities171146
Sempra Infrastructure4838
Segment totals219184
Total Sempra$367$325
CAPITAL EXPENDITURES FOR PROPERTY, PLANT AND EQUIPMENT
Sempra California$967$1,094
Sempra Infrastructure1,4931,241
Segment totals2,4602,335
Parent and other11
Total Sempra$2,461$2,336

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

(2) At March 31, 2026 and December 31, 2025, $2,546 and $2,566, respectively, is included in Assets Held for Sale on the Sempra Condensed Consolidated Balance Sheets. The remaining $16 and $17 at March 31, 2026 and December 31, 2025, respectively, represents our investment balance in Cameron LNG JV related to our guarantee under the SDSRA, which we discuss in Note 13.

SEGMENT INFORMATION (CONTINUED)
(Dollars in millions)
Sempra CaliforniaSempra Texas Utilities(1)Sempra InfrastructureSempra
Three months ended March 31, 2026
Revenues$3,231$443
Operation and maintenance(1,016)(221)
Depreciation and amortization(617)(3)
Interest income233
Interest expense(2)(244)10
Income tax expense(89)(14)
Equity earnings$173194
Earnings attributable to noncontrolling interests(107)
Earnings attributable to contingently redeemable noncontrolling interest(6)
Other segment items(3)(547)(2)(67)
Segment earnings attributable to common shares$720$171$262$1,153
Parent and other(116)
Earnings attributable to common shares$1,037
Three months ended March 31, 2025
Revenues$3,401$426
Operation and maintenance(1,175)(174)
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)(665)(2)(125)
Segment earnings attributable to common shares$724$146$146$1,016
Parent and other(110)
Earnings attributable to common shares$906

(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, 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, franchise fees and other taxes, and other income (expense), net, for Sempra Infrastructure.

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

REVENUES BY SERVICES
(Dollars in millions)
Sempra CaliforniaSempra InfrastructureSempraSempra CaliforniaSempra InfrastructureSempra
Three months ended March 31,
20262025
Revenues from external customers:
Utilities$3,211$27$3,457$26
Energy-related businesses—190—198
Total revenues from external customers(1)3,211217$3,4283,457224$3,681
Other revenues(2):
Utilities11—(62)—
Energy-related businesses—216—183
Total other revenues11216227(62)183121
Intersegment revenues(3):
Utilities9—6—
Energy-related businesses—10—19
Total intersegment revenues9101961925
Segment revenues$3,231$4433,674$3,401$4263,827
Intersegment eliminations(19)(25)
Revenues$3,655$3,802

(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.

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.

SDG&E’s CODM is its president, who utilizes earnings attributable to common shares to manage the business, assess performance and allocate resources.

Total assets at SDG&E are $33.5 billion and $32.7 billion at March 31, 2026 and December 31, 2025, 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,
20262025
SDG&E:
Revenues from external customers:
Electric$1,235$1,075
Natural gas321359
Total revenues from external customers(1)1,5561,434
Other revenues(2):
Electric(7)(11)
Natural gas(2)(3)
Total other revenues(9)(14)
Total revenues1,5471,420
Operation and maintenance(423)(440)
Depreciation and amortization(344)(320)
Interest income1—
Interest expense(147)(135)
Income tax expense(69)(14)
Other segment items(3)(269)(230)
Earnings attributable to common shares$296$281
Capital expenditures for property, plant and equipment$486$539

(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, 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.

Effective April 18, 2026, SoCalGas’ chief operating officer was appointed president on an interim basis and assumed the responsibilities of the CODM. The CODM utilizes earnings attributable to common shares to manage the business, assess performance and allocate resources. SoCalGas’ CODM was previously its chief executive officer.

Total assets at SoCalGas are $27.6 billion and $27.7 billion at March 31, 2026 and December 31, 2025, 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,
20262025
SoCalGas:
Natural gas:
Revenues from external customers(1)$1,708$2,068
Other revenues(2)20(48)
Total revenues1,7282,020
Operation and maintenance(621)(757)
Depreciation and amortization(273)(242)
Interest income12
Interest expense(97)(90)
Income tax expense(20)(38)
Other segment items(3)(294)(452)
Earnings attributable to common shares$424$443
Capital expenditures for property, plant and equipment$481$555

(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, franchise fees and other taxes, and other income (expense), net.

Previous: Cover and table of contents · Next: Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS