Cover and table of contents
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Cover and table of contents
| UNITED STATES | ||
| SECURITIES AND EXCHANGE COMMISSION | ||
| Washington, D.C. 20549 | ||
| FORM 10-Q |
| (Mark One) | ||||||||||||||||||||||||||||||||||||||
| ☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||||||||||||||||||||||||||||||||||
| For the quarterly period ended | June 30, 2026 | |||||||||||||||||||||||||||||||||||||
| or | ||||||||||||||||||||||||||||||||||||||
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||||||||||||||||||||||||||||||||||
| For the transition period from | to |
| Commission File No. | Exact Name of Registrant as Specified in its Charter, Address of Principal Executive Office and Telephone Number | State of Incorporation | IRS Employer Identification No. | Former name, former address and former fiscal year, if changed since last report | |||||||||||||
| 1-14201 | Sempra | California | 33-0732627 | No change | |||||||||||||
| 488 8th Avenue | ![]() | ||||||||||||||||
| San Diego, California 92101 | |||||||||||||||||
| (619) 696-2000 | |||||||||||||||||
| 1-03779 | San Diego Gas & Electric Company | California | 95-1184800 | No change | |||||||||||||
| 8330 Century Park Court | ![]() | ||||||||||||||||
| San Diego, California 92123 | |||||||||||||||||
| (619) 696-2000 | |||||||||||||||||
| 1-01402 | Southern California Gas Company | California | 95-1240705 | No change | |||||||||||||
| 555 West 5th Street | ![]() | ||||||||||||||||
| Los Angeles, California 90013 | |||||||||||||||||
| (213) 244-1200 |
| SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: | ||||||||
| Title of Each Class | Trading Symbol | Name of Each Exchange on Which Registered | ||||||
| Sempra: | ||||||||
| Common Stock, without par value | SRE | New York Stock Exchange | ||||||
| 5.75% Junior Subordinated Notes Due 2079, $25 par value | SREA | New York Stock Exchange | ||||||
| San Diego Gas & Electric Company: | ||||||||
| None | ||||||||
| Southern California Gas Company: | ||||||||
| None |
| Indicate by check mark whether the Registrants (1) have filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrants were required to file such reports), and (2) have been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ | ||||||||||||||
| Indicate by check mark whether the Registrants have submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the Registrants were required to submit such files). Yes ☒ No ☐ | ||||||||||||||
| Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. |
| Large Accelerated Filer | Accelerated Filer | Non-accelerated Filer | Smaller Reporting Company | Emerging Growth Company | |||||||||||||
| Sempra | ☒ | ☐ | ☐ | ☐ | ☐ | ||||||||||||
| San Diego Gas & Electric Company | ☐ | ☐ | ☒ | ☐ | ☐ | ||||||||||||
| Southern California Gas Company | ☐ | ☐ | ☒ | ☐ | ☐ |
| If an emerging growth company, indicate by check mark if the Registrants have elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ | |||||||||||||||||
| Indicate by check mark whether the Registrants are a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒ | |||||||||||||||||
| Indicate the number of shares outstanding of each of the issuers’ classes of common stock, as of the latest practicable date. | |||||||||||||||||
| Common stock outstanding as of August 3, 2026: | |||||||||||||||||
| Sempra | 653,900,348 shares | ||||||||||||||||
| San Diego Gas & Electric Company | Wholly owned by Enova Corporation, which is wholly owned by Sempra | ||||||||||||||||
| Southern California Gas Company | Wholly owned by Pacific Enterprises, which is wholly owned by Sempra |
This combined Form 10-Q is separately filed by Sempra, San Diego Gas & Electric Company and Southern California Gas Company. Information contained herein relating to any one of these individual Registrants is filed by such Registrant on its own behalf. Each such Registrant makes statements herein only as to itself and makes no statement whatsoever as to any other Registrant.
You should read this report in its entirety as it pertains to each respective Registrant. No one section of the report deals with all aspects of the subject matter. A separate Part I – Item 1 is provided for each Registrant, except for the Notes to Condensed Consolidated Financial Statements, which are combined for all the Registrants. All Items other than Part I – Item 1 are combined for the three Registrants.
Sempra uses the “Corporate updates” webpage, located under the Investor news tab of Sempra’s Investors website at sempra.com/investors, as a means of disclosing important information to investors, some of which may be material, and complying with its disclosure obligations under SEC Regulation FD. The information disseminated on this webpage will be supplemental to the information Sempra disseminates to investors through other channels, including filings with the SEC, press releases, and public conference calls and webcasts, and investors should monitor all these sources for material information about Sempra.
None of the website references in this report are active hyperlinks, and the information contained on or that can be accessed through any such website is not and shall not be deemed to be part of or incorporated by reference in this report or any other document that we file with or furnish to the SEC.
The following terms and abbreviations appearing in this report have the meanings indicated below.
| GLOSSARY | |||||
| 2019 Wildfire Legislation | AB 1054 and AB 111 | ||||
| 2025 Wildfire Legislation | Senate Bill 254 | ||||
| AB | California Assembly Bill | ||||
| ADIA | Black Silverback ZC 2022 LP (assignee of Black River B 2017 Inc.), a wholly owned affiliate of Abu Dhabi Investment Authority | ||||
| AFUDC | allowance for funds used during construction | ||||
| amparo | an extraordinary constitutional appeal governed by Articles 103 and 107 of the Mexican Constitution and filed in Mexican federal court | ||||
| Annual Report | Annual Report on Form 10-K for the year ended December 31, 2025 | ||||
| AOCI | accumulated other comprehensive income (loss) | ||||
| ARO | asset retirement obligation | ||||
| ASEA | Agencia de Seguridad, Energía y Ambiente (Mexico’s National Agency for Safety, Energy, and Environment) | ||||
| ASU | Accounting Standards Update | ||||
| ATM | at-the-market equity offering program pursuant to the Sales Agreement | ||||
| Bechtel | Bechtel Energy Inc. | ||||
| Blackstone | BX Frontier Member I LLC and BX Frontier Member II LLC, collectively | ||||
| bps | basis points | ||||
| CAL FIRE | California Department of Forestry and Fire Protection | ||||
| California ISO adder | an additional 0.50% ROE for participation in the California ISO | ||||
| Cameron LNG JV | Cameron LNG Holdings, LLC | ||||
| Cameron LNG Phase 1 facility | Cameron LNG JV liquefaction facility | ||||
| Cameron LNG Phase 2 project | Cameron LNG JV liquefaction expansion project | ||||
| CCM | cost of capital adjustment mechanism | ||||
| CFE | Comisión Federal de Electricidad (Mexico’s Federal Electricity Commission) | ||||
| CFIN | Cameron LNG FINCO, LLC, a wholly owned and unconsolidated affiliate of Cameron LNG JV | ||||
| CNE | Comisión Nacional de Energía (Mexico’s National Commission of Energy) | ||||
| CODM | chief operating decision maker as defined in Accounting Standards Codification 280 | ||||
| ConocoPhillips | ConocoPhillips Company | ||||
| Continuation Account | the Wildfire Fund Continuation Account established by the 2025 Wildfire Legislation | ||||
| COVID-19 | coronavirus disease 2019 | ||||
| CPUC | California Public Utilities Commission | ||||
| CRNCI | contingently redeemable noncontrolling interest | ||||
| CRR | congestion revenue right | ||||
| DOE | U.S. Department of Energy | ||||
| ECA LNG | ECA LNG Phase 1 and ECA LNG Phase 2, collectively | ||||
| ECA LNG Phase 1 | ECA LNG Holdings B.V., a subsidiary of SI Partners that owns the ECA LNG Phase 1 project | ||||
| ECA LNG Phase 2 | ECA LNG II Holdings B.V., a subsidiary of SI Partners that owns the ECA LNG Phase 2 project | ||||
| ECA Regas Facility | Energía Costa Azul, S. de R.L. de C.V. LNG regasification facility | ||||
| Ecogas | Ecogas México, S. de R.L. de C.V. | ||||
| Edison | Southern California Edison Company, a subsidiary of Edison International | ||||
| EPC | engineering, procurement and construction | ||||
| EPS | earnings per common share | ||||
| ERCOT | Electric Reliability Council of Texas, Inc., the ISO and the regional coordinator of various electricity systems within Texas | ||||
| ETR | effective income tax rate | ||||
| Exchange Act | Securities Exchange Act of 1934, as amended | ||||
| FD | final decision | ||||
| feed gas | natural gas that is provided to be used for processing to produce LNG | ||||
| FERC | Federal Energy Regulatory Commission | ||||
| FID | final investment decision | ||||
| Fitch | Fitch Ratings, Inc. | ||||
| FTA | Free Trade Agreement | ||||
| GCIM | Gas Cost Incentive Mechanism | ||||
| GHG | greenhouse gas | ||||
| GRC | General Rate Case | ||||
| HOA | Heads of Agreement |
| GLOSSARY | |||||
| IEnova | Infraestructura Energética Nova, S.A.P.I. de C.V. | ||||
| IMG | Infraestructura Marina del Golfo | ||||
| IOU | investor-owned utility | ||||
| IRS | U.S. Internal Revenue Service | ||||
| ISO | Independent System Operator | ||||
| ITC | investment tax credit | ||||
| JV | joint venture | ||||
| KKR Partners | affiliates of Kohlberg Kravis Roberts & Co. L.P. and indirect co-investor Canada Pension Plan Investment Board, collectively | ||||
| KKR Pinnacle | KKR Pinnacle Investor L.P., an affiliate of Kohlberg Kravis Roberts & Co. L.P. | ||||
| LACoFD | Los Angeles County Fire Department | ||||
| LA Fires | the wildfires in Los Angeles County, California, including the Palisades, Eaton and other fires, that burned in January and February of 2025 | ||||
| LNG | liquefied natural gas | ||||
| MD&A | Management’s Discussion and Analysis of Financial Condition and Results of Operations | ||||
| MMBtu | million British thermal units (of natural gas) | ||||
| Moody’s | Moody’s Investors Service, Inc. | ||||
| MOU | Memorandum of Understanding | ||||
| Mtpa | million tonnes per annum | ||||
| MW | megawatt | ||||
| MWh | megawatt hour | ||||
| NCI | noncontrolling interest(s) | ||||
| NDT | nuclear decommissioning trusts | ||||
| O&M | operation and maintenance expense | ||||
| OCI | other comprehensive income (loss) | ||||
| OEIS | Office of Energy Infrastructure Safety | ||||
| Oncor | Oncor Electric Delivery Company LLC | ||||
| Oncor Holdings | Oncor Electric Delivery Holdings Company LLC | ||||
| Other Sempra | All Sempra consolidated entities, except for SDG&E and SoCalGas | ||||
| outside basis difference | difference between carrying value and tax basis | ||||
| PA2 JVCo | a subsidiary of SI Partners that owns Port Arthur LNG II | ||||
| PA LNG Phase 1 project | initial phase of the Port Arthur LNG liquefaction project | ||||
| PA LNG Phase 2 project | second phase of the Port Arthur LNG liquefaction project | ||||
| PBOP | postretirement benefits other than pension | ||||
| Port Arthur LNG I | Port Arthur LNG, LLC, a subsidiary of SI Partners that owns the PA LNG Phase 1 project | ||||
| Port Arthur LNG II | Port Arthur LNG Phase II, LLC, a subsidiary of SI Partners that owns the PA LNG Phase 2 project | ||||
| PP&E | property, plant and equipment | ||||
| PPA | power purchase agreement | ||||
| PSEP | Pipeline Safety Enhancement Plan | ||||
| PUCT | Public Utility Commission of Texas | ||||
| Registrants | has the meaning set forth in Rule 12b-2 under the Exchange Act and consists of Sempra, SDG&E and SoCalGas for purposes of this report | ||||
| ROE | return on equity | ||||
| RSU | restricted stock unit | ||||
| S&P | S&P Global Ratings, a division of S&P Global Inc. | ||||
| Sales Agreement | ATM Equity Offering Sales Agreement, dated November 6, 2024 and amended May 6, 2026, among Sempra and Barclays Capital Inc., BMO Capital Markets Corp., BNP Paribas Securities Corp., BofA Securities, Inc., Citigroup Global Markets Inc., Credit Agricole Securities (USA) Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Mizuho Securities USA LLC, Morgan Stanley & Co. LLC, MUFG Securities Americas Inc., RBC Capital Markets, LLC, Scotia Capital (USA) Inc., Truist Securities, Inc. and Wells Fargo Securities, LLC (each a sales agent or forward seller) and Barclays Bank PLC, Bank of Montreal, BNP Paribas, Bank of America, N.A., Citibank, N.A., Crédit Agricole Corporate and Investment Bank, Goldman Sachs & Co. LLC, JPMorgan Chase Bank, National Association, Mizuho Markets Americas LLC, Morgan Stanley & Co. LLC, MUFG Securities EMEA plc, Royal Bank of Canada, The Bank of Nova Scotia, Truist Bank and Wells Fargo Bank, National Association, or one of their respective affiliates (each a forward purchaser) | ||||
| SDG&E | San Diego Gas & Electric Company | ||||
| SDSRA | Senior Debt Service Reserve Account | ||||
| SEC | U.S. Securities and Exchange Commission | ||||
| SEDATU | Secretaría de Desarrollo Agrario, Territorial y Urbano (Mexico’s agency in charge of agriculture, land and urban development) |
| GLOSSARY | |||||
| SENER | Secretaría de Energía de México (Mexico’s Ministry of Energy) | ||||
| series C preferred stock | Sempra’s 4.875% fixed-rate reset cumulative redeemable perpetual preferred stock, series C, which we redeemed in October 2025 and which is no longer an authorized series of Sempra’s capital stock | ||||
| Sharyland Utilities | Sharyland Utilities, L.L.C. | ||||
| SI Partners | Sempra Infrastructure Partners, LP, the holding company for most of Sempra’s businesses not subject to California or Texas utility regulation | ||||
| SoCalGas | Southern California Gas Company | ||||
| SOFR | Secured Overnight Financing Rate | ||||
| SONGS | San Onofre Nuclear Generating Station | ||||
| SPA | sale and purchase agreement | ||||
| SRP | Oncor’s system resiliency plan approved by the PUCT in November 2024 | ||||
| Support Agreement | support agreement, dated July 28, 2020 and amended in June 2021, January 2025 and March 2025, between Sempra and Sumitomo Mitsui Banking Corporation | ||||
| TAG Norte | TAG Norte Holding, S. de R.L. de C.V. | ||||
| TAG Pipelines | TAG Pipelines Norte, S. de R.L. de C.V. | ||||
| TO5 | Electric Transmission Owner Formula Rate, effective June 1, 2019 through May 31, 2025 | ||||
| TO5 adder refund provision | the provision in the TO5 settlement providing that SDG&E will refund the California ISO adder as of June 1, 2019 if the FERC issues an order ruling that California IOUs are no longer eligible for the California ISO adder | ||||
| TO6 | Electric Transmission Owner Formula Rate, effective June 1, 2025 | ||||
| TTI | Texas Transmission Investment LLC, an entity that owns a 19.75% interest in Oncor and is indirectly owned by OMERS Administration Corporation (acting through its infrastructure investment entity, OMERS Infrastructure Management Inc.) and GIC Private Limited | ||||
| U.S. GAAP | generally accepted accounting principles in the United States of America | ||||
| UTM | unified tracker mechanism | ||||
| VIE | variable interest entity | ||||
| VREP | Voluntary Retirement Enhancement Program | ||||
| Wildfire Fund | the fund established pursuant to AB 1054 | ||||
| WMP | wildfire mitigation plan |
In this report, references to “Sempra” are to Sempra and its consolidated entities, collectively, and references to “we,” “our,” “us” and “our company” are to the applicable Registrant and its consolidated entities, collectively, in each case unless otherwise stated or indicated by the context. All references in this report to our reportable segments are not intended to refer to any legal entity with the same or similar name.
Throughout this report, we refer to the following as Condensed Consolidated Financial Statements and Notes to Condensed Consolidated Financial Statements when discussed together or collectively:
▪the Condensed Consolidated Financial Statements and related Notes of Sempra;
▪the Condensed Financial Statements and related Notes of SDG&E; and
▪the Condensed Financial Statements and related Notes of SoCalGas.
INFORMATION REGARDING FORWARD-LOOKING STATEMENTS
This report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on assumptions about the future, involve risks and uncertainties, and are not guarantees. Future results may differ materially from those expressed or implied in any forward-looking statement. These forward-looking statements represent our estimates and assumptions only as of the filing date of this report. We assume no obligation to update or revise any forward-looking statement as a result of new information, future events or otherwise.
Forward-looking statements can be identified by words such as “believe,” “expect,” “intend,” “anticipate,” “contemplate,” “plan,” “estimate,” “project,” “forecast,” “envision,” “should,” “could,” “would,” “will,” “confident,” “may,” “can,” “potential,” “possible,” “proposed,” “in process,” “construct,” “develop,” “opportunity,” “preliminary,” “pro forma,” “strategic,” “initiative,” “target,” “outlook,” “optimistic,” “poised,” “positioned,” “maintain,” “continue,” “progress,” “advance,” “goal,” “aim,” “commit,” or similar expressions, or when we discuss our guidance, priorities, strategies, goals, vision, mission, projections, intentions or expectations.
Factors, among others, that could cause actual results and events to differ materially from those expressed or implied in any forward-looking statement include:
▪California wildfires, including potential liability for damages regardless of fault and any inability to recover all or a substantial portion of costs from insurance, the Wildfire Fund and the Continuation Account, rates from customers or a combination thereof
▪decisions, disallowances or denials of cost recovery, audits, investigations, inquiries, ordered studies, regulations, legislative actions, denials or revocations of permits, consents, approvals or other authorizations, renewals of franchises, and other actions, including the failure to honor contracts and commitments, by the (i) CNE, CPUC, DOE, ERCOT, FERC, IRS, PUCT and other regulatory bodies and (ii) U.S., Mexico and states, counties, cities and other jurisdictions therein and in other countries where we do business
▪the success of business development efforts, construction projects, acquisitions, divestitures, and other significant transactions, such as the planned sale of a portion of our equity interest in SI Partners, including risks related to, as applicable, (i) being able to reach a positive FID, (ii) negotiating pricing and other terms in definitive contracts, (iii) completing construction projects or other transactions on schedule and budget, (iv) realizing anticipated benefits from any of these efforts if completed, (v) obtaining regulatory and other approvals and (vi) third parties honoring their contracts and commitments, including with respect to closing or post-closing payments
▪changes to our capital expenditure plans and their potential impact on rate base or other growth
▪changes, due to evolving economic, political and other factors and increasing geopolitical instability as a result of wars or other conflicts in various parts of the world, to (i) trade and other foreign policy, including the imposition of tariffs by the U.S. and foreign countries (and uncertainty related to the implementation and enforceability thereof), and (ii) laws and regulations, including those related to tax and the energy industry in the U.S. and Mexico
▪litigation, arbitration, property disputes and other proceedings
▪cybersecurity threats, including by nation-state actors, of ransomware or other attacks on our systems, the energy grid or our other infrastructure, or the systems of third parties with which we conduct business
▪the availability, uses, sufficiency, and cost of capital resources and our ability to borrow money or otherwise raise capital on favorable terms and meet our obligations, which can be affected by, among other things, (i) actions by credit rating agencies to downgrade our credit ratings or place those ratings on negative outlook, (ii) instability in the capital markets, and (iii) fluctuating interest rates and inflation
▪the impact of efforts to increase affordability of U.S. utility customer rates on our ability to obtain cost recovery from applicable regulators, our capital expenditure and other growth plans and our ability to advance statewide policies
▪the impact on affordability of customer rates, cost of capital and operating margin due to (i) volatility in inflation, interest rates, commodity prices, tariff rates, and foreign currency exchange rates and (ii) with respect to SDG&E’s and SoCalGas’ businesses, the cost of meeting the demand for lower carbon and reliable energy in California
▪the impact of air quality and climate-related policies, laws, rules, regulations, trends and required disclosures, including actions to reduce or eliminate reliance on natural gas, increased uncertainty in the political or regulatory environment for California natural gas distribution companies, the risk of nonrecovery for stranded assets, and uncertainty related to emerging technologies
▪weather, natural disasters, pandemics, accidents, equipment failures, explosions, terrorism, information system outages or other events, such as work stoppages, that disrupt our operations, damage our facilities or systems, cause the release of harmful materials or fires or subject us to liability for damages, fines and penalties, some of which may not be recoverable through regulatory mechanisms or insurance or may impact our ability to obtain satisfactory levels of affordable insurance
▪the availability and reliability of electric power, natural gas and natural gas storage and transportation capacity, including disruptions caused by failures in the transmission grid or pipeline and storage systems or limitations on the injection and withdrawal of natural gas from storage facilities
▪Oncor’s ability to reduce or eliminate its quarterly dividends due to regulatory and governance requirements and commitments, including by actions of Oncor’s independent directors or a minority member director
▪other uncertainties, some of which are difficult to predict and beyond our control
We caution you not to rely unduly on any forward-looking statements. You should review and carefully consider the risks, uncertainties and other factors that affect our businesses as described herein, in our Annual Report and in other reports we file with the SEC.
PART I – FINANCIAL INFORMATION
Next: Item 1. FINANCIAL STATEMENTS


