A Dark Vector Cognition product

Cover and table of contents

34K characters. Original on sec.gov · Markdown

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 endedJune 30, 2026
or
☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period fromto
Commission File No.Exact Name of Registrant as Specified in its Charter, Address of Principal Executive Office and Telephone NumberState of IncorporationIRS Employer Identification No.Former name, former address and former fiscal year, if changed since last report
1-14201SempraCalifornia33-0732627No change
488 8th AvenueSempra logo.jpg
San Diego, California 92101
(619) 696-2000
1-03779San Diego Gas & Electric CompanyCalifornia95-1184800No change
8330 Century Park CourtSDGE_tm_rgb_c_v12-19.jpg
San Diego, California 92123
(619) 696-2000
1-01402Southern California Gas CompanyCalifornia95-1240705No change
555 West 5th StreetSoCalGas.jpg
Los Angeles, California 90013
(213) 244-1200
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Title of Each ClassTrading SymbolName of Each Exchange on Which Registered
Sempra:
Common Stock, without par valueSRENew York Stock Exchange
5.75% Junior Subordinated Notes Due 2079, $25 par valueSREANew 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 FilerAccelerated FilerNon-accelerated FilerSmaller Reporting CompanyEmerging 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:
Sempra653,900,348 shares
San Diego Gas & Electric CompanyWholly owned by Enova Corporation, which is wholly owned by Sempra
Southern California Gas CompanyWholly owned by Pacific Enterprises, which is wholly owned by Sempra

Table of Contents

TABLE OF CONTENTS
Page
Glossary4
Information Regarding Forward-Looking Statements7
PART I – FINANCIAL INFORMATION
Item 1.Financial Statements9
Notes to Condensed Consolidated Financial Statements
Note 1. General Information and Other Financial Data29
Note 2. New Accounting Standards46
Note 3. Revenues47
Note 4. Regulatory Matters51
Note 5. Sempra – Investments in Unconsolidated Entities54
Note 6. Acquisition and Divestiture Activity55
Note 7. Debt and Credit Facilities59
Note 8. Derivative Financial Instruments62
Note 9. Fair Value Measurements69
Note 10. Sempra – Contingently Redeemable Noncontrolling Interest77
Note 11. Sempra – Equity and Earnings Per Common Share77
Note 12. San Onofre Nuclear Generating Station81
Note 13. Commitments, Contingencies and Guarantees83
Note 14. Segment Information87
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations94
Overview94
Results of Operations by Registrant95
Capital Resources and Liquidity114
Critical Accounting Estimates129
New Accounting Standards129
Item 3.Quantitative and Qualitative Disclosures About Market Risk129
Item 4.Controls and Procedures131
PART II – OTHER INFORMATION
Item 1.Legal Proceedings131
Item 1A.Risk Factors132
Item 5.Other Information132
Item 6.Exhibits133
Signatures135

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.

Table of Contents

The following terms and abbreviations appearing in this report have the meanings indicated below.

GLOSSARY
2019 Wildfire LegislationAB 1054 and AB 111
2025 Wildfire LegislationSenate Bill 254
ABCalifornia Assembly Bill
ADIABlack Silverback ZC 2022 LP (assignee of Black River B 2017 Inc.), a wholly owned affiliate of Abu Dhabi Investment Authority
AFUDCallowance for funds used during construction
amparoan extraordinary constitutional appeal governed by Articles 103 and 107 of the Mexican Constitution and filed in Mexican federal court
Annual ReportAnnual Report on Form 10-K for the year ended December 31, 2025
AOCIaccumulated other comprehensive income (loss)
AROasset retirement obligation
ASEAAgencia de Seguridad, Energía y Ambiente (Mexico’s National Agency for Safety, Energy, and Environment)
ASUAccounting Standards Update
ATMat-the-market equity offering program pursuant to the Sales Agreement
BechtelBechtel Energy Inc.
BlackstoneBX Frontier Member I LLC and BX Frontier Member II LLC, collectively
bpsbasis points
CAL FIRECalifornia Department of Forestry and Fire Protection
California ISO adderan additional 0.50% ROE for participation in the California ISO
Cameron LNG JVCameron LNG Holdings, LLC
Cameron LNG Phase 1 facilityCameron LNG JV liquefaction facility
Cameron LNG Phase 2 projectCameron LNG JV liquefaction expansion project
CCMcost of capital adjustment mechanism
CFEComisión Federal de Electricidad (Mexico’s Federal Electricity Commission)
CFINCameron LNG FINCO, LLC, a wholly owned and unconsolidated affiliate of Cameron LNG JV
CNEComisión Nacional de Energía (Mexico’s National Commission of Energy)
CODMchief operating decision maker as defined in Accounting Standards Codification 280
ConocoPhillipsConocoPhillips Company
Continuation Accountthe Wildfire Fund Continuation Account established by the 2025 Wildfire Legislation
COVID-19coronavirus disease 2019
CPUCCalifornia Public Utilities Commission
CRNCIcontingently redeemable noncontrolling interest
CRRcongestion revenue right
DOEU.S. Department of Energy
ECA LNGECA LNG Phase 1 and ECA LNG Phase 2, collectively
ECA LNG Phase 1ECA LNG Holdings B.V., a subsidiary of SI Partners that owns the ECA LNG Phase 1 project
ECA LNG Phase 2ECA LNG II Holdings B.V., a subsidiary of SI Partners that owns the ECA LNG Phase 2 project
ECA Regas FacilityEnergía Costa Azul, S. de R.L. de C.V. LNG regasification facility
EcogasEcogas México, S. de R.L. de C.V.
EdisonSouthern California Edison Company, a subsidiary of Edison International
EPCengineering, procurement and construction
EPSearnings per common share
ERCOTElectric Reliability Council of Texas, Inc., the ISO and the regional coordinator of various electricity systems within Texas
ETReffective income tax rate
Exchange ActSecurities Exchange Act of 1934, as amended
FDfinal decision
feed gasnatural gas that is provided to be used for processing to produce LNG
FERCFederal Energy Regulatory Commission
FIDfinal investment decision
FitchFitch Ratings, Inc.
FTAFree Trade Agreement
GCIMGas Cost Incentive Mechanism
GHGgreenhouse gas
GRCGeneral Rate Case
HOAHeads of Agreement

Table of Contents

GLOSSARY
IEnovaInfraestructura Energética Nova, S.A.P.I. de C.V.
IMGInfraestructura Marina del Golfo
IOUinvestor-owned utility
IRSU.S. Internal Revenue Service
ISOIndependent System Operator
ITCinvestment tax credit
JVjoint venture
KKR Partnersaffiliates of Kohlberg Kravis Roberts & Co. L.P. and indirect co-investor Canada Pension Plan Investment Board, collectively
KKR PinnacleKKR Pinnacle Investor L.P., an affiliate of Kohlberg Kravis Roberts & Co. L.P.
LACoFDLos Angeles County Fire Department
LA Firesthe wildfires in Los Angeles County, California, including the Palisades, Eaton and other fires, that burned in January and February of 2025
LNGliquefied natural gas
MD&AManagement’s Discussion and Analysis of Financial Condition and Results of Operations
MMBtumillion British thermal units (of natural gas)
Moody’sMoody’s Investors Service, Inc.
MOUMemorandum of Understanding
Mtpamillion tonnes per annum
MWmegawatt
MWhmegawatt hour
NCInoncontrolling interest(s)
NDTnuclear decommissioning trusts
O&Moperation and maintenance expense
OCIother comprehensive income (loss)
OEISOffice of Energy Infrastructure Safety
OncorOncor Electric Delivery Company LLC
Oncor HoldingsOncor Electric Delivery Holdings Company LLC
Other SempraAll Sempra consolidated entities, except for SDG&E and SoCalGas
outside basis differencedifference between carrying value and tax basis
PA2 JVCoa subsidiary of SI Partners that owns Port Arthur LNG II
PA LNG Phase 1 projectinitial phase of the Port Arthur LNG liquefaction project
PA LNG Phase 2 projectsecond phase of the Port Arthur LNG liquefaction project
PBOPpostretirement benefits other than pension
Port Arthur LNG IPort Arthur LNG, LLC, a subsidiary of SI Partners that owns the PA LNG Phase 1 project
Port Arthur LNG IIPort Arthur LNG Phase II, LLC, a subsidiary of SI Partners that owns the PA LNG Phase 2 project
PP&Eproperty, plant and equipment
PPApower purchase agreement
PSEPPipeline Safety Enhancement Plan
PUCTPublic Utility Commission of Texas
Registrantshas 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
ROEreturn on equity
RSUrestricted stock unit
S&PS&P Global Ratings, a division of S&P Global Inc.
Sales AgreementATM 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&ESan Diego Gas & Electric Company
SDSRASenior Debt Service Reserve Account
SECU.S. Securities and Exchange Commission
SEDATUSecretaría de Desarrollo Agrario, Territorial y Urbano (Mexico’s agency in charge of agriculture, land and urban development)

Table of Contents

GLOSSARY
SENERSecretaría de Energía de México (Mexico’s Ministry of Energy)
series C preferred stockSempra’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 UtilitiesSharyland Utilities, L.L.C.
SI PartnersSempra Infrastructure Partners, LP, the holding company for most of Sempra’s businesses not subject to California or Texas utility regulation
SoCalGasSouthern California Gas Company
SOFRSecured Overnight Financing Rate
SONGSSan Onofre Nuclear Generating Station
SPAsale and purchase agreement
SRPOncor’s system resiliency plan approved by the PUCT in November 2024
Support Agreementsupport agreement, dated July 28, 2020 and amended in June 2021, January 2025 and March 2025, between Sempra and Sumitomo Mitsui Banking Corporation
TAG NorteTAG Norte Holding, S. de R.L. de C.V.
TAG PipelinesTAG Pipelines Norte, S. de R.L. de C.V.
TO5Electric Transmission Owner Formula Rate, effective June 1, 2019 through May 31, 2025
TO5 adder refund provisionthe 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
TO6Electric Transmission Owner Formula Rate, effective June 1, 2025
TTITexas 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. GAAPgenerally accepted accounting principles in the United States of America
UTMunified tracker mechanism
VIEvariable interest entity
VREPVoluntary Retirement Enhancement Program
Wildfire Fundthe fund established pursuant to AB 1054
WMPwildfire 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.

Table of Contents

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

Table of Contents

▪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.

Table of Contents

PART I – FINANCIAL INFORMATION

Next: Item 1. FINANCIAL STATEMENTS