|
|||||||||
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
|
|||||||||
FORM 10-K
|
|||||||||
(Mark One)
|
|||||||||
[X]
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
||||||||
For the fiscal year ended
|
December 31, 2012
|
||||||||
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 Registrants as Specified in their Charters, Address and Telephone Number
|
State of Incorporation
|
I.R.S. Employer
Identification Nos.
|
||||||
1-14201
|
SEMPRA ENERGY
|
California
|
33-0732627
|
||||||
101 Ash Street
|
|||||||||
San Diego, California 92101
|
|||||||||
(619)696-2000
|
|||||||||
1-03779
|
SAN DIEGO GAS & ELECTRIC COMPANY
|
California
|
95-1184800
|
||||||
8326 Century Park Court
|
|||||||||
San Diego, California 92123
|
|||||||||
(619)696-2000
|
|||||||||
1-01402
|
SOUTHERN CALIFORNIA GAS COMPANY
|
California
|
95-1240705
|
||||||
555 West Fifth Street
|
|||||||||
Los Angeles, California 90013
|
|||||||||
(213)244-1200
|
|||||||||
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
|
|||||||||
Title of Each Class
|
Name of Each Exchange on Which Registered
|
||||||||
Sempra Energy Common Stock, without par value
|
NYSE
|
||||||||
SDG&E Preference Stock (Cumulative)
Without Par Value – $1.82 Series
SDG&E Cumulative Preferred Stock, $20 Par Value
4.50% Series, 4.40% Series
5.00% Series
|
NYSE Amex
NYSE Amex
|
||||||||
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
|
|||||||||
Southern California Gas Company Preferred Stock, $25 par value
6% Series A, 6% Series
|
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
|
|||||||||
Sempra Energy
|
Yes
|
X
|
No
|
||||||
San Diego Gas & Electric Company
|
Yes
|
No
|
X
|
||||||
Southern California Gas Company
|
Yes
|
No
|
X
|
||||||
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
|
|||||||||
Sempra Energy
|
Yes
|
No
|
X
|
||||||
San Diego Gas & Electric Company
|
Yes
|
No
|
X
|
||||||
Southern California Gas Company
|
Yes
|
No
|
X
|
||||||
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 registrant was required to file such reports), and (2) have been subject to such filing requirements for the past 90 days.
|
|||||||||
Yes
|
X
|
No
|
|||||||
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
|
|||||||||
Sempra Energy
|
Yes
|
X
|
No
|
||||||
San Diego Gas & Electric Company
|
Yes
|
X
|
No
|
||||||
Southern California Gas Company
|
Yes
|
X
|
No
|
||||||
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrants’ knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
|
|||||||||
Sempra Energy
|
X
|
||||||||
San Diego Gas & Electric Company
|
X
|
||||||||
Southern California Gas Company
|
X
|
||||||||
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
|
|||||||||
Large
accelerated filer
|
Accelerated filer
|
Non-accelerated filer
|
Smaller reporting company
|
||||||
Sempra Energy
|
[ X ]
|
[ ]
|
[ ]
|
[ ]
|
|||||
San Diego Gas & Electric Company
|
[ ]
|
[ ]
|
[ X ]
|
[ ]
|
|||||
Southern California Gas Company
|
[ ]
|
[ ]
|
[ X ]
|
[ ]
|
|||||
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
|
|||||||||
Sempra Energy
|
Yes
|
No
|
X
|
||||||
San Diego Gas & Electric Company
|
Yes
|
No
|
X
|
||||||
Southern California Gas Company
|
Yes
|
No
|
X
|
||||||
Aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of June 30, 2012:
|
||||||
Sempra Energy
|
$16.6 billion (based on the price at which the common equity was last sold as of the last business day of the most recently completed second fiscal quarter)
|
|||||
San Diego Gas & Electric Company
|
$0
|
|||||
Southern California Gas Company
|
$0
|
|||||
Common Stock outstanding, without par value, as of February 22, 2013:
|
||||||
Sempra Energy
|
243,290,805 shares
|
|||||
San Diego Gas & Electric Company
|
Wholly owned by Enova Corporation, which is wholly owned by Sempra Energy
|
|||||
Southern California Gas Company
|
Wholly owned by Pacific Enterprises, which is wholly owned by Sempra Energy
|
|||||
DOCUMENTS INCORPORATED BY REFERENCE:
|
||||||
Portions of the 2012 Annual Report to Shareholders of Sempra Energy, San Diego Gas & Electric Company and Southern California Gas Company are incorporated by reference into Parts I, II and IV.
|
||||||
Portions of the Sempra Energy Proxy Statement prepared for the May 2013 annual meeting of shareholders are incorporated by reference into Part III.
|
||||||
Portions of the San Diego Gas & Electric Company and Southern California Gas Company Information Statements prepared for their June 2013 annual meetings of shareholders are incorporated by reference into Part III.
|
||||||
|
SEMPRA ENERGY FORM 10-K
SAN DIEGO GAS & ELECTRIC COMPANY FORM 10-K
SOUTHERN CALIFORNIA GAS COMPANY FORM 10-K
TABLE OF CONTENTS
|
|||
Page
|
|||
Information Regarding Forward-Looking Statements
|
6
|
||
PART I
|
|||
Item 1.
|
Business
|
7
|
|
Description of Business
|
7
|
||
Company Websites
|
7
|
||
Government Regulation
|
8
|
||
California Natural Gas Utility Operations
|
11
|
||
Electric Utility Operations
|
12
|
||
Rates and Regulation – Utilities
|
17
|
||
Sempra International and Sempra U.S. Gas & Power
|
18
|
||
Environmental Matters
|
20
|
||
Executive Officers of the Registrants
|
21
|
||
Other Matters
|
22
|
||
Item 1A.
|
Risk Factors
|
23
|
|
Item 1B.
|
Unresolved Staff Comments
|
33
|
|
Item 2.
|
Properties
|
33
|
|
Item 3.
|
Legal Proceedings
|
34
|
|
Item 4.
|
Mine Safety Disclosures
|
34
|
|
PART II
|
|||
Item 5.
|
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
|
35
|
|
Item 6.
|
Selected Financial Data
|
36
|
|
Item 7.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
36
|
|
Item 7A.
|
Quantitative and Qualitative Disclosures About Market Risk
|
36
|
|
Item 8.
|
Financial Statements and Supplementary Data
|
36
|
|
Item 9.
|
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
|
36
|
|
Item 9A.
|
Controls and Procedures
|
36
|
|
Item 9B.
|
Other Information
|
36
|
|
PART III
|
|||
Item 10.
|
Directors, Executive Officers and Corporate Governance
|
37
|
|
Item 11.
|
Executive Compensation
|
37
|
|
Item 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
37
|
|
Item 13.
|
Certain Relationships and Related Transactions, and Director Independence
|
37
|
|
Item 14.
|
Principal Accountant Fees and Services
|
37
|
|
SEMPRA ENERGY FORM 10-K
SAN DIEGO GAS & ELECTRIC COMPANY FORM 10-K
SOUTHERN CALIFORNIA GAS COMPANY FORM 10-K
TABLE OF CONTENTS (CONTINUED)
|
Page
|
|||
PART IV
|
|||
Item 15.
|
Exhibits, Financial Statement Schedules
|
38
|
|
Sempra Energy: Consent of Independent Registered Public Accounting Firm and Report on Schedule
|
39
|
||
San Diego Gas & Electric Company: Consent of Independent Registered Public Accounting Firm
|
40
|
||
Southern California Gas Company: Consent of Independent Registered Public Accounting Firm
|
41
|
||
Schedule I – Sempra Energy Condensed Financial Information of Parent
|
42
|
||
Signatures
|
47
|
||
Exhibit Index
|
50
|
||
Glossary
|
59
|
||
§
|
local, regional, national and international economic, competitive, political, legislative and regulatory conditions and developments;
|
§
|
actions and the timing of actions by the California Public Utilities Commission, California State Legislature, Federal Energy Regulatory Commission, U.S. Department of Energy, Nuclear Regulatory Commission, California Energy Commission, California Air Resources Board, and other regulatory, governmental and environmental bodies in the United States and other countries in which we operate;
|
§
|
capital markets conditions, including the availability of credit and the liquidity of our investments;
|
§
|
inflation, interest and exchange rates;
|
§
|
the impact of benchmark interest rates, generally U.S. Treasury bond and Moody’s A-rated utility bond yields, on our California Utilities’ cost of capital;
|
§
|
the timing and success of business development efforts and construction, maintenance and capital projects, including risks inherent in the ability to obtain, and the timing of granting of, permits, licenses, certificates and other authorizations;
|
§
|
energy markets, including the timing and extent of changes and volatility in commodity prices;
|
§
|
the availability of electric power, natural gas and liquefied natural gas, including disruptions caused by failures in the North American transmission grid, pipeline explosions and equipment failures;
|
§
|
weather conditions, natural disasters, catastrophic accidents, and conservation efforts;
|
§
|
risks inherent in nuclear power generation and radioactive materials storage, including the catastrophic release of such materials, the disallowance of the recovery of the investment in or operating costs of the generation facility due to an extended outage, and increased regulatory oversight;
|
§
|
risks posed by decisions and actions of third parties who control the operations of investments in which we do not have a controlling interest;
|
§
|
wars, terrorist attacks and cybersecurity threats;
|
§
|
business, regulatory, environmental and legal decisions and requirements;
|
§
|
expropriation of assets by foreign governments and title and other property disputes;
|
§
|
the status of deregulation of retail natural gas and electricity delivery;
|
§
|
the inability or determination not to enter into long-term supply and sales agreements or long-term firm capacity agreements;
|
§
|
the resolution of litigation; and
|
§
|
other uncertainties, all of which are difficult to predict and many of which are beyond our control.
|
§
|
Sempra Energy and its consolidated entities
|
§
|
San Diego Gas & Electric Company (SDG&E)
|
§
|
Southern California Gas Company (SoCalGas)
|
§
|
SDG&E and SoCalGas, which are separate, reportable segments;
|
§
|
Sempra International, which includes our Sempra South American Utilities and Sempra Mexico reportable segments; and
|
§
|
Sempra U.S. Gas & Power, which includes our Sempra Renewables and Sempra Natural Gas reportable segments.
|
§
|
consists of five commissioners appointed by the Governor of California for staggered, six-year terms.
|
§
|
regulates SDG&E’s and SoCalGas’ rates and conditions of service, sales of securities, rates of return, capital structure, rates of depreciation, and long-term resource procurement, except as described below in “United States Utility Regulation.”
|
§
|
has jurisdiction over the proposed construction of major new electric generation, transmission and distribution, and natural gas storage, transmission and distribution facilities in California.
|
§
|
conducts reviews and audits of utility performance and compliance with regulatory guidelines, and conducts investigations into various matters, such as deregulation, competition and the environment, to determine its future policies.
|
§
|
regulates the interactions and transactions of the California Utilities with Sempra Energy and its other affiliates.
|
§
|
determines the need for additional energy sources and conservation programs;
|
§
|
sponsors alternative-energy research and development projects;
|
§
|
promotes energy conservation programs;
|
§
|
maintains a statewide plan of action in case of energy shortages; and
|
§
|
certifies power-plant sites and related facilities within California.
|
§
|
electric franchises with the three counties and the 27 cities in or adjoining its electric service territory; and
|
§
|
natural gas franchises with the one county and the 18 cities in its natural gas service territory.
|
§
|
Sempra Renewables and Sempra Natural Gas: market-based for wholesale electricity sales
|
§
|
Sempra Natural Gas: cost-based and market-based for the transportation and storage of natural gas, respectively
|
§
|
Sempra Natural Gas: market-based for the receipt, storage, and vaporization of LNG and liquefaction of natural gas and the purchase and sale of LNG and natural gas
|
§
|
a natural gas-fired power plant in Baja California, Mexico
|
§
|
natural gas distribution systems in Mexicali, Chihuahua, and the La Laguna-Durango zone in north-central Mexico
|
§
|
natural gas pipelines between the U.S. border and Baja California, Mexico and Sonora, Mexico. Sempra Mexico also owns a 50-percent interest in a joint venture with PEMEX (the Mexican state-owned oil company) that operates two natural gas pipelines and a propane system in northern Mexico
|
§
|
the Energía Costa Azul LNG terminal located in Baja California, Mexico
|
§
|
5,545,500 residential
|
§
|
246,100 commercial
|
§
|
27,200 industrial
|
§
|
50 electric generation and wholesale
|
§
|
827,000 residential
|
§
|
28,600 commercial
|
§
|
3,600 electric generation and transportation
|
§
|
1,245,900 residential
|
§
|
147,400 commercial
|
§
|
500 industrial
|
§
|
2,100 street and highway lighting
|
§
|
5,400 direct access
|
SDG&E ELECTRIC RESOURCES
|
|||||||
Supplier
|
Source
|
Expiration date
|
Megawatts (MW)
|
||||
PURCHASED-POWER CONTRACTS(1):
|
|||||||
Department of Water Resources (DWR)-
|
|||||||
allocated contracts:
|
|||||||
Shell Wind (2 contracts)
|
Wind
|
2013
|
104
|
||||
Other contracts with Qualifying Facilities (QFs)(2):
|
|||||||
Applied Energy Inc.
|
Cogeneration
|
2019 and thereafter
|
114
|
||||
Yuma Cogeneration
|
Cogeneration
|
2024
|
57
|
||||
Goal Line Limited Partnership
|
Cogeneration
|
2025
|
50
|
||||
Other (2 contracts)
|
Cogeneration
|
2015 and thereafter
|
27
|
||||
Total
|
248
|
||||||
Other contracts with renewable sources:
|
|||||||
Pacific Wind
|
Wind
|
2032
|
140
|
||||
Iberdrola Renewables
|
Wind
|
2032
|
100
|
||||
Mesa Wind
|
Wind
|
2013
|
30
|
||||
NaturEner
|
Wind
|
2023 to 2024
|
210
|
||||
Oasis Power Partners
|
Wind
|
2019
|
60
|
||||
Kumeyaay
|
Wind
|
2025
|
50
|
||||
Iberdrola Renewables
|
Wind
|
2018
|
25
|
||||
WTE/FPL
|
Wind
|
2018
|
17
|
||||
Covanta Delano
|
Biomass
|
2017
|
49
|
||||
Blue Lake Power
|
Biomass
|
2025
|
11
|
||||
Calpine Geysers
|
Geothermal
|
2014
|
25
|
||||
Southern California Edison
|
Various
|
2013
|
29
|
||||
Other (15 contracts)
|
Bio-gas/Hydro/Wind
|
2013 to 2031
|
41
|
||||
Total
|
787
|
||||||
Other long-term and tolling contracts(3):
|
|||||||
Olivenhain-Hodges Pump Storage
|
Hydro/Pump Storage
|
2037
|
40
|
||||
Otay Mesa Energy Center LLC
|
Natural gas
|
2019
|
603
|
||||
Orange Grove Energy L.P.
|
Natural gas
|
2035
|
100
|
||||
El Cajon Energy, LLC
|
Natural gas
|
2035
|
49
|
||||
Portland General Electric Company (PGE)
|
Coal
|
2013
|
89
|
||||
EnerNOC
|
Demand response/
|
||||||
Distributed generation
|
2016
|
25
|
|||||
Total
|
906
|
||||||
Total contracted
|
2,045
|
||||||
GENERATION:
|
|||||||
Palomar Energy Center
|
Natural gas
|
560
|
|||||
SONGS (4)
|
Nuclear
|
430
|
|||||
Miramar Energy Center
|
Natural gas
|
96
|
|||||
Desert Star Energy Center
|
Natural gas
|
495
|
|||||
Cuyamaca Peak Energy Plant
|
Natural gas
|
42
|
|||||
Total generation
|
1,623
|
||||||
TOTAL CONTRACTED AND GENERATION
|
3,668
|
||||||
(1)
|
Contracts covering 2013 - 2037.
|
||||||
(2)
|
A QF is a generating facility which meets the requirements for QF status under the Public Utility Regulatory Policies Act of 1978. It includes cogeneration facilities, which produce electricity and another form of useful thermal energy (such as heat or steam) used for industrial, commercial, residential or institutional purposes. It also includes small power production facilities, which are generating facilities whose primary energy source is renewable (hydro, wind, solar, etc.), biomass, waste, or geothermal resources. Small power production facilities are generally limited in size to 80 MW.
|
||||||
(3)
|
Tolling contracts are purchased-power agreements under which we provide the fuel for generation to the energy supplier.
|
||||||
(4)
|
SONGS is currently offline for an extended period of time, as we discuss below.
|
§
|
576,000 residential
|
§
|
36,000 commercial
|
§
|
1,000 industrial
|
§
|
5,000 street and highway lighting
|
§
|
5,000 agricultural
|
CHILQUINTA ENERGÍA ELECTRIC RESOURCES
|
|||||||
Supplier
|
|
Source(2)
|
Expiration date
|
Megawatts (MW)
|
|||
PURCHASED-POWER CONTRACTS(1):
|
|
|
|
||||
|
Endesa
|
|
Thermal
|
|
2020 to 2024
|
|
47
|
Gener
|
Thermal
|
2023 to 2024
|
125
|
||||
|
Tecnored
|
|
Thermal
|
|
2013
|
|
4
|
|
Total
|
|
|
|
|
|
176
|
Endesa
|
Hydro
|
2020 to 2024
|
161
|
||||
Gener
|
Hydro
|
2023 to 2024
|
61
|
||||
Total
|
222
|
||||||
Endesa
|
Wind
|
2020 to 2024
|
3
|
||||
Total contracted
|
|
|
|
|
|
401
|
|
|
|
|
|
|
|
|
|
GENERATION:
|
|
|
|
|
|
||
Small generation plants(3)
|
|
Thermal
|
8
|
||||
TOTAL CONTRACTED AND GENERATION
|
|
|
|
|
|
409
|
|
(1)
|
Contracts covering 2013 - 2024.
|
||||||
(2)
|
Contracts with fuel sources that include natural gas, coal or diesel are collectively referred to as thermal.
|
||||||
(3)
|
Compañía de Petróleos de Chile Copec S.A. supplies diesel fuel to six small generation plants using trucks from different stations throughout the region.
|
§
|
893,000 residential
|
§
|
56,000 commercial
|
§
|
4,000 industrial
|
§
|
5,000 street and highway lighting
|
§
|
1,000 agricultural
|
LUZ DEL SUR ELECTRIC RESOURCES
|
|||||||
Supplier
|
|
Source(2)
|
|
Expiration date
|
Megawatts (MW)
|
||
PURCHASED-POWER CONTRACTS(1):
|
|
|
|
||||
Bilateral contracts:
|
|
|
|
|
|
|
|
Celepsa
|
Hydro
|
2014
|
65
|
||||
Eepsa S.A.
|
Thermal
|
2013
|
25
|
||||
Edegel S.A.A.
|
Hydro/Thermal
|
2013
|
50
|
||||
Chinango S.A.C.
|
Hydro
|
2013
|
23
|
||||
Kallpa Generación S.A.
|
Thermal
|
2013
|
300
|
||||
EnerSur S.A.
|
Hydro/Thermal
|
2013
|
159
|
||||
|
Total
|
|
|
|
|
|
622
|
Auction contracts:
|
|
|
|
|
|
||
|
Edegel S.A.A.
|
|
Hydro/Thermal
|
|
2013
|
|
123
|
|
EnerSur S.A.
|
|
Hydro/Thermal
|
|
2013
|
|
227
|
|
Kallpa Generación S.A.
|
Thermal
|
2013
|
106
|
|||
|
Chinango S.A.C.
|
Hydro
|
2013
|
18
|
|||
|
Termoselva S.R.L.
|
Thermal
|
2013
|
64
|
|||
|
DE-Egenor S. en C. por A.
|
Hydro/Thermal
|
2013
|
61
|
|||
|
Eepsa S.A.
|
Thermal
|
2013
|
80
|
|||
H. Huanchor S.A.C.
|
Hydro
|
2013
|
5
|
||||
|
Total
|
|
|
|
|
|
684
|
TOTAL CONTRACTED
|
|
|
|
|
|
1,306
|
|
(1)
|
Contracts covering 2013 - 2014.
|
||||||
(2)
|
Contracts with fuel sources that include natural gas, coal or diesel are collectively referred to as thermal.
|
§ BP
§ Exelon Energy
§ Iberdrola Renewables
|
§ MidAmerican Energy
§ NextEra Energy Resources
§ NRG Energy
|
§ Calpine
|
§ NextEra Energy Resources
|
§ Dynegy
|
§ NRG Energy
|
§ AES Corporation
§ Boardwalk Pipeline Partners
§ Duke Energy
§ Enbridge, Inc.
§ Endesa
§ Energy Transfer Partners
§ Enstor
§ Enterprise Product Partners
|
§ Kinder Morgan
§ NiSource, Inc.
§ Phillips 66
§ Plains All-American
§ Spectra Energy
§ Tallgrass Energy Partners, L.P.
§ TransCanada
§ The Williams Companies
|
§ EDF Energy
§ Elecnor
§ Fermaca
§ GDF SUEZ
§ Kinder Morgan
|
§ Mitsubishi
§ Mitsui
§ PEMEX (MGI)
§ Samsung
§ TransCanada
|
§
|
previously inaccessible or uneconomic natural gas reserves through hydraulic fracturing (natural gas recovery from shale formations) and other new exploration, drilling and production techniques;
|
§
|
existing producing basins in the United States, Canada and Mexico;
|
§
|
frontier basins in Alaska, Canada and offshore North America;
|
§
|
areas currently restricted from exploration and development due to public policies, such as areas in the Rocky Mountains and offshore Atlantic, Pacific and Gulf of Mexico coasts;
|
§
|
LNG imported into LNG terminals in operation or under development in the United States, Canada and Mexico; and
|
§
|
biogas recovery from landfills and livestock operations.
|
§ BG
|
§ Gas Natural Fenosa
|
§ BP
|
§ Gazprom
|
§ Cheniere Energy
|
§ GDF SUEZ
|
§ Chevron
|
§ Kinder Morgan
|
§ ConocoPhillips
|
§ Petronas
|
§ Dominion Resources
|
§ Qatar Petroleum
|
§ Energy Transfer Partners
|
§ Repsol
|
§ Eni
|
§ Royal Dutch Shell
|
§ Excelerate Energy
|
§ Statoil
|
§ ExxonMobil
|
§ Total S.A.
|
§ BG
|
§ Kogas
|
§ BP
|
§ Mitsubishi
|
§ Cheniere Energy
|
§ Mitsui
|
§ Chevron
|
§ Petronas
|
§ China National Petroleum Company
|
§ Qatar Petroleum
|
§ ConocoPhillips
|
§ Santos
|
§ Dow Chemical
|
§ Shell
|
§ ExxonMobil
|
§ Total S.A.
|
§ GDF SUEZ
|
§ Woodside
|
§ Kinder Morgan
|
Name
|
Age(1)
|
Position(1)
|
Debra L. Reed
|
56
|
Chairman of the Board and Chief Executive Officer
|
Mark A. Snell
|
56
|
President
|
Javade Chaudhri
|
60
|
Executive Vice President and General Counsel
|
Joseph A. Householder
|
57
|
Executive Vice President and Chief Financial Officer
|
Trevor I. Mihalik
|
46
|
Controller and Chief Accounting Officer
|
G. Joyce Rowland
|
58
|
Senior Vice President – Human Resources, Diversity and Inclusion
|
(1) Ages and positions are as of February 26, 2013.
|
Name
|
Age(1)
|
Position(1)
|
SAN DIEGO GAS & ELECTRIC COMPANY
|
||
Jessie J. Knight, Jr.
|
62
|
Chairman and Chief Executive Officer
|
Michael R. Niggli
|
63
|
President and Chief Operating Officer
|
James P. Avery
|
56
|
Senior Vice President – Power Supply
|
J. Chris Baker
|
53
|
Senior Vice President – Strategic Planning and Technology and Chief Information Officer
|
Lee Schavrien
|
58
|
Senior Vice President – Finance, Regulatory and Legislative Affairs
|
W. Davis Smith
|
63
|
Senior Vice President and General Counsel
|
Robert M. Schlax
|
57
|
Vice President, Controller, Chief Financial Officer, Chief Accounting Officer and Treasurer
|
SOUTHERN CALIFORNIA GAS COMPANY
|
||
Anne S. Smith
|
59
|
Chairman and Chief Executive Officer
|
Dennis V. Arriola
|
52
|
President and Chief Operating Officer
|
J. Chris Baker
|
53
|
Senior Vice President – Strategic Planning and Technology and Chief Information Officer
|
Erbin B. Keith
|
52
|
Senior Vice President and General Counsel
|
Lee Schavrien
|
58
|
Senior Vice President – Finance, Regulatory and Legislative Affairs
|
Robert M. Schlax
|
57
|
Vice President, Controller, Chief Financial Officer, Chief Accounting Officer and Treasurer
|
(1) Ages and positions are as of February 26, 2013.
|
December 31,
|
||||||
2012
|
2011
|
|||||
Sempra Energy Consolidated(1)
|
16,893
|
16,298
|
||||
SDG&E
|
4,996
|
5,008
|
||||
SoCalGas
|
7,788
|
7,370
|
||||
(1)
|
Excludes employees of variable interest entities as defined by U.S. GAAP.
|
§ power generation plants
|
§ natural gas, propane and ethane pipelines and storage
|
§ electric transmission and distribution
|
§ nuclear waste storage facilities
|
§ LNG terminals and storage
|
§ nuclear power generation facilities
|
§ chartered LNG tankers
|
§ conditions of service
|
§ rates of depreciation
|
§ capital structure
|
§ long-term resource procurement
|
§ rates of return
|
§ sales of securities
|
§
|
the potential that a natural disaster such as an earthquake or tsunami could cause a catastrophic failure of the safety systems in place that are designed to prevent the release of radioactive material. If such a failure were to occur, a substantial amount of radiation could be released and cause catastrophic harm to human health and the environment;
|
§
|
the potential harmful effects on the environment and human health resulting from the operation of nuclear facilities and the storage, handling and disposal of radioactive materials;
|
§
|
limitations on the amounts and types of insurance commercially available to cover losses that might arise in connection with nuclear operations;
|
§
|
uncertainties with respect to the technological and financial aspects of equipment maintenance, and the decommissioning of nuclear plants;
|
§
|
a substantial increase in oversight and new and more onerous regulations due to the nuclear disaster at Japan’s Fukushima Daiichi plant in early 2011; and
|
§
|
the results of the CPUC’s Order Instituting Investigation (OII), as described in more detail below, into the SONGS outage that began in the first quarter of 2012.
|
§
|
weather conditions
|
§
|
seasonality
|
§
|
changes in supply and demand
|
§
|
transmission or transportation constraints or inefficiencies
|
§
|
availability of competitively priced alternative energy sources
|
§
|
commodity production levels
|
§
|
actions by oil producing nations or organizations affecting the global supply of crude oil
|
§
|
federal, state and foreign energy and environmental regulation and legislation
|
§
|
natural disasters, wars, embargoes and other catastrophic events
|
§
|
expropriation of assets by foreign countries
|
§
|
negotiation of satisfactory engineering, procurement and construction agreements
|
§
|
negotiation of supply and natural gas sales agreements or firm capacity service agreements
|
§
|
timely receipt of required governmental permits and rights of way
|
§
|
timely implementation and satisfactory completion of construction
|
§
|
unforeseen engineering problems
|
§
|
construction delays and contractor performance shortfalls
|
§
|
work stoppages
|
§
|
equipment unavailability or delay and cost increases
|
§
|
adverse weather conditions
|
§
|
environmental and geological conditions
|
§
|
litigation
|
§
|
unsettled property rights
|
§
|
other factors
|
§
|
deliver the electricity and natural gas we sell to wholesale markets,
|
§
|
supply natural gas to our electric generation facilities, and
|
§
|
provide retail energy services to customers.
|
§
|
changes in foreign laws and regulations, including tax and environmental laws and regulations, and U.S. laws and regulations, in each case, that are related to foreign operations
|
§
|
governance by and decisions of local regulatory bodies, including setting of rates and tariffs that may be earned by our businesses
|
§
|
high rates of inflation
|
§
|
volatility in exchange rates between the U.S. dollar and currencies of the countries in which we operate
|
§
|
changes in government policies or personnel
|
§
|
trade restrictions
|
§
|
limitations on U.S. company ownership in foreign countries
|
§
|
permitting and regulatory compliance
|
§
|
changes in labor supply and labor relations
|
§
|
adverse rulings by foreign courts or tribunals, challenges to permits and approvals, difficulty in enforcing contractual and property rights, and unsettled property rights and titles in Mexico and other foreign jurisdictions
|
§
|
expropriation of assets
|
§
|
adverse changes in the stability of the governments in the countries in which we operate
|
§
|
general political, social, economic and business conditions
|
§
|
a 560-megawatt (MW) electric generation facility (the Palomar generation facility) in Escondido, California
|
§
|
a 495-MW electric generation facility (the Desert Star generation facility) in Boulder City, Nevada
|
§
|
a 47.6-MW and a 48.6-MW electric generation peaking facility (collectively, the Miramar Energy Center) in San Diego, California
|
§
|
a 52-MW electric generation facility (the Cuyamaca Peak Energy Plant) in El Cajon, California
|
Number of shares to
|
||||||
be issued upon
|
Number of
|
|||||
exercise of
|
Weighted-average
|
additional
|
||||
outstanding
|
exercise price of
|
shares remaining
|
||||
options, warrants
|
outstanding options,
|
available for future
|
||||
and rights(A)
|
warrants and rights
|
issuance
|
||||
Equity compensation plans approved
|
||||||
by shareholders:
|
||||||
2008 Long Term Incentive Plan
|
2,689,318
|
$
|
51.87
|
1,701,461
|
(B)
|
|
Equity compensation plans not approved
|
||||||
by shareholders:
|
||||||
2008 Long Term Incentive Plan for
|
||||||
EnergySouth, Inc. Employees and
|
||||||
Other Eligible Individuals(C)
|
11,800
|
$
|
49.57
|
195,488
|
(D)
|
|
Total
|
2,701,118
|
$
|
51.86
|
1,896,949
|
||
(A)
|
Consists solely of options to purchase shares of our common stock, all of which were granted at an exercise price of 100% of the grant date fair market value of the shares subject to the option.
|
|||||
(B)
|
The number of shares available for future issuance is increased by the number of shares withheld to satisfy tax withholding obligations relating to stock option and other plan awards and by the number of shares subject to awards that lapse, expire or are otherwise terminated or are settled other than by the issuance of shares.
|
|||||
(C)
|
Adopted in connection with our acquisition of EnergySouth, Inc. in October 2008 to utilize shares remaining available under the 2008 Incentive Plan of EnergySouth, Inc., which had been previously approved by EnergySouth, Inc. shareholders.
|
|||||
(D)
|
The number of shares available for future issuance is increased by the number of shares subject to awards that terminate without the issuance of shares.
|
Page in Annual Report(1)
|
|||
Sempra Energy
|
San Diego
Gas & Electric Company
|
Southern California Gas Company
|
|
Management’s Report On Internal Control Over Financial Reporting
|
76
|
76
|
76
|
Reports of Independent Registered Public Accounting Firm
|
77
|
79
|
81
|
Consolidated Statements of Operations for the years ended December 31, 2012, 2011 and 2010
|
83
|
91
|
98
|
Consolidated Statements of Comprehensive Income for the years ended December 31, 2012, 2011 and 2010
|
84
|
92
|
99
|
Consolidated Balance Sheets at December 31, 2012 and 2011
|
85
|
93
|
100
|
Consolidated Statements of Cash Flows for the years ended December 31, 2012, 2011 and 2010
|
87
|
95
|
102
|
Consolidated Statements of Changes in Equity for the years ended December 31, 2012, 2011 and 2010
|
89
|
97
|
N/A
|
Consolidated Statements of Changes in Shareholders’ Equity for the years ended December 31, 2012, 2011 and 2010
|
N/A
|
N/A
|
103
|
Notes to Consolidated Financial Statements
|
104
|
104
|
104
|
(1) Incorporated by reference from the indicated pages of the 2012 Annual Report to Shareholders, filed as Exhibit 13.1.
|
SEMPRA ENERGY
|
||||||||
CONDENSED STATEMENTS OF OPERATIONS
|
||||||||
(Dollars in millions, except per share amounts)
|
||||||||
Years ended December 31,
|
||||||||
2012
|
2011
|
2010
|
||||||
Interest income
|
$
|
83
|
$
|
109
|
$
|
146
|
||
Interest expense
|
(247)
|
(242)
|
(265)
|
|||||
Operation and maintenance
|
(68)
|
(64)
|
(59)
|
|||||
Other income, net
|
66
|
42
|
65
|
|||||
Income tax benefits
|
145
|
82
|
79
|
|||||
Loss before equity in earnings of subsidiaries
|
(21)
|
(73)
|
(34)
|
|||||
Equity in earnings of subsidiaries, net of income taxes
|
880
|
1,404
|
743
|
|||||
Net income/earnings
|
$
|
859
|
$
|
1,331
|
$
|
709
|
||
Basic earnings per common share
|
$
|
3.56
|
$
|
5.55
|
$
|
2.90
|
||
Weighted-average number of shares outstanding (thousands)
|
241,347
|
239,720
|
244,736
|
|||||
Diluted earnings per common share
|
$
|
3.48
|
$
|
5.51
|
$
|
2.86
|
||
Weighted-average number of shares outstanding (thousands)
|
246,693
|
241,523
|
247,942
|
|||||
See Notes to Condensed Financial Information of Parent.
|
SEMPRA ENERGY
|
|||||||
CONDENSED STATEMENTS OF COMPREHENSIVE INCOME
|
|||||||
(Dollars in millions)
|
|||||||
Years ended December 31, 2012, 2011 and 2010
|
|||||||
Pretax
|
Income Tax
|
Net-of-tax
|
|||||
Amount(1)
|
(Expense) Benefit
|
Amount
|
|||||
2012:
|
|||||||
Net income
|
$
|
859
|
$
|
859
|
|||
Other comprehensive income (loss):
|
|||||||
Foreign currency translation adjustments
|
119
|
$
|
―
|
119
|
|||
Pension and other postretirement benefits
|
(4)
|
2
|
(2)
|
||||
Financial instruments
|
(6)
|
2
|
(4)
|
||||
Total other comprehensive income
|
109
|
4
|
113
|
||||
Total comprehensive income
|
$
|
968
|
$
|
4
|
$
|
972
|
|
2011:
|
|||||||
Net income
|
$
|
1,331
|
$
|
1,331
|
|||
Other comprehensive income (loss):
|
|||||||
Foreign currency translation adjustments
|
(79)
|
$
|
3
|
(76)
|
|||
Reclassification to net income of foreign
|
|||||||
currency translation adjustment related
|
|||||||
to remeasurement of equity method
|
|||||||
investments
|
(54)
|
―
|
(54)
|
||||
Available-for-sale securities
|
(2)
|
1
|
(1)
|
||||
Pension and other postretirement benefits
|
(20)
|
8
|
(12)
|
||||
Financial instruments
|
(26)
|
10
|
(16)
|
||||
Total other comprehensive income (loss)
|
(181)
|
22
|
(159)
|
||||
Total comprehensive income
|
$
|
1,150
|
$
|
22
|
$
|
1,172
|
|
2010:
|
|||||||
Net income
|
$
|
709
|
$
|
709
|
|||
Other comprehensive income (loss):
|
|||||||
Foreign currency translation adjustments
|
47
|
$
|
―
|
47
|
|||
Available-for-sale securities
|
(10)
|
2
|
(8)
|
||||
Pension and other postretirement benefits
|
23
|
(10)
|
13
|
||||
Financial instruments
|
(22)
|
9
|
(13)
|
||||
Total other comprehensive income
|
38
|
1
|
39
|
||||
Total comprehensive income
|
$
|
747
|
$
|
1
|
$
|
748
|
|
(1)
|
Except for Net Income and Total Comprehensive Income (Loss).
|
||||||
See Notes to Condensed Financial Information of Parent.
|
SEMPRA ENERGY
|
|||||
CONDENSED BALANCE SHEETS
|
|||||
(Dollars in millions)
|
|||||
December 31,
|
December 31,
|
||||
2012
|
2011
|
||||
Assets:
|
|||||
Cash and cash equivalents
|
$
|
18
|
$
|
11
|
|
Due from affiliates
|
125
|
112
|
|||
Deferred income taxes
|
109
|
―
|
|||
Other current assets
|
16
|
16
|
|||
Total current assets
|
268
|
139
|
|||
Investments in subsidiaries
|
12,545
|
12,209
|
|||
Due from affiliates
|
1,759
|
1,730
|
|||
Deferred income taxes
|
1,541
|
1,200
|
|||
Other assets
|
576
|
548
|
|||
Total assets
|
$
|
16,689
|
$
|
15,826
|
|
Liabilities and shareholders’ equity:
|
|||||
Current portion of long-term debt
|
$
|
652
|
$
|
8
|
|
Due to affiliates
|
539
|
1,014
|
|||
Income taxes payable
|
26
|
246
|
|||
Other current liabilities
|
260
|
336
|
|||
Total current liabilities
|
1,477
|
1,604
|
|||
Long-term debt
|
4,409
|
3,957
|
|||
Other long-term liabilities
|
521
|
490
|
|||
Shareholders’ equity
|
10,282
|
9,775
|
|||
Total liabilities and shareholders’ equity
|
$
|
16,689
|
$
|
15,826
|
|
See Notes to Condensed Financial Information of Parent.
|
|||||
SEMPRA ENERGY
|
||||||
CONDENSED STATEMENTS OF CASH FLOWS
|
||||||
(Dollars in millions)
|
||||||
Years ended December 31,
|
||||||
2012
|
2011
|
2010
|
||||
Net cash (used in) provided by operating activities
|
$
|
(809)
|
$
|
(287)
|
$
|
218
|
Dividends received from subsidiaries
|
250
|
50
|
100
|
|||
Expenditures for property, plant and equipment
|
(1)
|
(2)
|
(1)
|
|||
Purchase of trust assets
|
(6)
|
(7)
|
―
|
|||
Proceeds from sales by trust
|
10
|
12
|
11
|
|||
Capital contribution to subsidiary
|
―
|
(200)
|
―
|
|||
(Increase) decrease in loans to affiliates, net
|
(33)
|
82
|
1,204
|
|||
Cash provided by (used in) investing activities
|
220
|
(65)
|
1,314
|
|||
Common stock dividends paid
|
(550)
|
(440)
|
(364)
|
|||
Issuances of common stock
|
78
|
28
|
40
|
|||
Repurchases of common stock
|
(16)
|
(18)
|
(502)
|
|||
Issuances of long-term debt
|
1,100
|
799
|
40
|
|||
Payments on long-term debt
|
(8)
|
(24)
|
(565)
|
|||
Decrease in loans from affiliates, net
|
―
|
(136)
|
(40)
|
|||
Other
|
(8)
|
(3)
|
9
|
|||
Cash provided by (used in) financing activities
|
596
|
206
|
(1,382)
|
|||
Increase (decrease) in cash and cash equivalents
|
7
|
(146)
|
150
|
|||
Cash and cash equivalents, January 1
|
11
|
157
|
7
|
|||
Cash and cash equivalents, December 31
|
$
|
18
|
$
|
11
|
$
|
157
|
See Notes to Condensed Financial Information of Parent.
|
December 31,
|
December 31,
|
|||
(Dollars in millions)
|
2012
|
2011
|
||
6% Notes February 1, 2013
|
$
|
400
|
$
|
400
|
8.9% Notes November 15, 2013, including $200 at variable rates after
|
||||
fixed-to-floating rate swaps effective January 2011 (8.05% at December 31, 2012)
|
250
|
250
|
||
2% Notes March 15, 2014
|
500
|
500
|
||
Notes at variable rates (1.07% at December 31, 2012) March 15, 2014
|
300
|
300
|
||
6.5% Notes June 1, 2016, including $300 at variable rates after
|
||||
fixed-to-floating rate swaps effective January 2011 (4.64% at December 31, 2012)
|
750
|
750
|
||
2.3% Notes April 1, 2017
|
600
|
―
|
||
6.15% Notes June 15, 2018
|
500
|
500
|
||
9.8% Notes February 15, 2019
|
500
|
500
|
||
2.875% Notes October 1, 2022
|
500
|
―
|
||
6% Notes October 15, 2039
|
750
|
750
|
||
Employee Stock Ownership Plan Bonds at variable rates payable on demand
|
||||
(0.40% at December 31, 2011) November 1, 2014
|
―
|
8
|
||
Market value adjustments for interest rate swaps, net
|
||||
(expire November 2013 and June 2016)
|
19
|
16
|
||
5,069
|
3,974
|
|||
Current portion of long-term debt
|
(652)
|
(8)
|
||
Unamortized discount on long-term debt
|
(8)
|
(9)
|
||
Total long-term debt
|
$
|
4,409
|
$
|
3,957
|
Sempra Energy:
|
|||
SIGNATURES
|
|||
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|
|||
SEMPRA ENERGY,
(Registrant)
|
|||
By: /s/ Debra L. Reed
|
|||
Debra L. Reed
Chairman and Chief Executive Officer
|
|||
Date: February 26, 2013
|
|||
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated.
|
|||
Name/Title
|
Signature
|
Date
|
|
Principal Executive Officer:
Debra L. Reed
Chief Executive Officer
|
/s/ Debra L. Reed
|
February 26, 2013
|
|
Principal Financial Officer:
Joseph A. Householder
Executive Vice President and
Chief Financial Officer
|
/s/ Joseph A. Householder
|
February 26, 2013
|
|
Principal Accounting Officer:
Trevor I. Mihalik
Controller and Chief Accounting
Officer
|
/s/ Trevor I. Mihalik
|
February 26, 2013
|
|
Directors:
|
|||
Debra L. Reed, Chairman
|
/s/ Debra L. Reed
|
February 26, 2013
|
|
Alan L. Boeckmann, Director
|
/s/ Alan L. Boeckmann
|
February 26, 2013
|
|
James G. Brocksmith, Jr., Director
|
/s/ James G. Brocksmith, Jr.
|
February 26, 2013
|
|
Wilford D. Godbold, Jr., Director
|
/s/ Wilford D. Godbold, Jr.
|
February 26, 2013
|
|
William D. Jones, Director
|
/s/ William D. Jones
|
February 26, 2013
|
|
William G. Ouchi, Ph.D., Director
|
/s/ William G. Ouchi
|
February 26, 2013
|
|
William C. Rusnack, Director
|
/s/ William C. Rusnack
|
February 26, 2013
|
|
William P. Rutledge, Director
|
/s/ William P. Rutledge
|
February 26, 2013
|
|
Lynn Schenk, Director
|
/s/ Lynn Schenk
|
February 26, 2013
|
|
Jack T. Taylor, Director
|
/s/ Jack T. Taylor
|
February 26, 2013
|
|
Luis M. Téllez, Ph.D., Director
|
/s/ Luis M. Téllez
|
February 26, 2013
|
|
San Diego Gas & Electric Company:
|
|
SIGNATURES
|
|
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|
|
SAN DIEGO GAS & ELECTRIC COMPANY,
(Registrant)
|
|
By: /s/ Jessie J. Knight, Jr.
|
|
Jessie J. Knight, Jr.
Chairman and Chief Executive Officer
|
|
Date: February 26, 2013
|
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated.
|
||
Name/Title
|
Signature
|
Date
|
Principal Executive Officer:
Jessie J. Knight, Jr.
Chief Executive Officer
|
/s/ Jessie J. Knight, Jr.
|
February 26, 2013
|
Principal Financial and Accounting Officer:
Robert M. Schlax
Vice President, Controller, Chief Financial Officer and Chief Accounting Officer
|
/s/ Robert M. Schlax
|
February 26, 2013
|
Directors:
|
||
Jessie J. Knight, Jr., Chairman
|
/s/ Jessie J. Knight, Jr.
|
February 26, 2013
|
Javade Chaudhri, Director
|
/s/ Javade Chaudhri
|
February 26, 2013
|
Steven D. Davis, Director
|
/s/ Steven D. Davis
|
February 26, 2013
|
Joseph A. Householder, Director
|
/s/ Joseph A. Householder
|
February 26, 2013
|
Michael R. Niggli, Director
|
/s/ Michael R. Niggli
|
February 26, 2013
|
Southern California Gas Company:
|
|
SIGNATURES
|
|
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|
|
SOUTHERN CALIFORNIA GAS COMPANY,
(Registrant)
|
|
By: /s/ Anne S. Smith
|
|
Anne S. Smith
Chairman and Chief Executive Officer
|
|
Date: February 26, 2013
|
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated.
|
||
Name/Title
|
Signature
|
Date
|
Principal Executive Officer:
Anne S. Smith
Chief Executive Officer
|
/s/ Anne S. Smith
|
February 26, 2013
|
Principal Financial and Accounting Officer:
Robert M. Schlax
Vice President, Controller, Chief Financial Officer and Chief Accounting Officer
|
/s/ Robert M. Schlax
|
February 26, 2013
|
Directors:
|
||
Anne S. Smith, Chairman
|
/s/ Anne S. Smith
|
February 26, 2013
|
Dennis V. Arriola, Director
|
/s/ Dennis V. Arriola
|
February 26, 2013
|
Javade Chaudhri, Director
|
/s/ Javade Chaudhri
|
February 26, 2013
|
Steven D. Davis, Director
|
/s/ Steven D. Davis
|
February 26, 2013
|
Joseph A. Householder, Director
|
/s/ Joseph A. Householder
|
February 26, 2013
|
EXHIBIT INDEX
|
|
The exhibits filed under the Registration Statements, Proxy Statements and Forms 8-K, 10-K and 10-Q that are incorporated herein by reference were filed under Commission File Number 1-14201 (Sempra Energy), Commission File Number 1-40 (Pacific Lighting Corporation), Commission File Number 1-3779 (San Diego Gas & Electric Company) and/or Commission File Number 1-1402 (Southern California Gas Company).
|
|
The following exhibits relate to each registrant as indicated.
|
|
EXHIBIT 3 -- BYLAWS AND ARTICLES OF INCORPORATION
|
|
Sempra Energy
|
|
3.1
|
Amended and Restated Articles of Incorporation of Sempra Energy effective May 23, 2008 (Appendix B to the 2008 Sempra Energy Definitive Proxy Statement, filed on April 15, 2008).
|
3.2
|
Amended and Restated Bylaws of Sempra Energy effective September 13, 2012 (Sempra Energy Form 8-K filed on September 18, 2012, Exhibit 3(ii)).
|
San Diego Gas & Electric Company
|
|
3.3
|
Amended and Restated Bylaws of San Diego Gas & Electric effective June 15, 2010 (Form
8-K filed on June 17, 2010, Exhibit 3).
|
3.4
|
Restated Articles of Incorporation of San Diego Gas & Electric Company as amended effective November 13, 2006 (2006 SDG&E Form 10-K, Exhibit 3.02).
|
Southern California Gas Company
|
|
3.5
|
Amended and Restated Bylaws of Southern California Gas Company effective June 14, 2010 (Form 8-K filed on June 17, 2010, Exhibit 3.1).
|
3.6
|
Restated Articles of Incorporation of Southern California Gas Company effective October 7, 1996 (1996 SoCalGas Form 10-K, Exhibit 3.01).
|
EXHIBIT 4 -- INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS, INCLUDING INDENTURES
|
|
The companies agree to furnish a copy of each such instrument to the Commission upon request.
|
|
Sempra Energy
|
|
4.1
|
Description of rights of Sempra Energy Common Stock (Amended and Restated Articles of Incorporation of Sempra Energy effective May 23, 2008, Exhibit 3.1 above).
|
4.2
|
Indenture dated as of February 23, 2000, between Sempra Energy and U.S. Bank Trust National Association, as Trustee (Sempra Energy Registration Statement on Form S-3 (No. 333-153425), filed on September 11, 2008, Exhibit 4.1).
|
San Diego Gas & Electric Company
|
|
4.3
|
Description of preferences of Cumulative Preferred Stock, Preference Stock (Cumulative) and Series Preference Stock (SDG&E Restated Articles of Incorporation as amended effective November 13, 2006, Exhibit 3.4 above).
|
Southern California Gas Company
|
|
4.4
|
Description of preferences of Preferred Stock, Preference Stock and Series Preferred Stock (Southern California Gas Company Restated Articles of Incorporation, Exhibit 3.6 above).
|
Sempra Energy / San Diego Gas & Electric Company
|
|
4.5
|
Mortgage and Deed of Trust dated July 1, 1940 (SDG&E Registration Statement No. 2-4769, Exhibit B-3).
|
4.6
|
Second Supplemental Indenture dated as of March 1, 1948 (SDG&E Registration Statement No. 2-7418, Exhibit B-5B).
|
4.7
|
Ninth Supplemental Indenture dated as of August 1, 1968 (SDG&E Registration Statement No. 333-52150, Exhibit 4.5).
|
4.8
|
Tenth Supplemental Indenture dated as of December 1, 1968 (SDG&E Registration Statement No. 2-36042, Exhibit 2-K).
|
4.9
|
Sixteenth Supplemental Indenture dated August 28, 1975 (SDG&E Registration Statement No. 33-34017, Exhibit 4.2).
|
Sempra Energy / Southern California Gas Company
|
|
4.10
|
First Mortgage Indenture of Southern California Gas Company to American Trust Company dated October 1, 1940 (Registration Statement No. 2-4504 filed by Southern California Gas Company on September 16, 1940, Exhibit B-4).
|
4.11
|
Supplemental Indenture of Southern California Gas Company to American Trust Company dated as of August 1, 1955 (Registration Statement No. 2-11997 filed by Pacific Lighting Corporation on October 26, 1955, Exhibit 4.07).
|
4.12
|
Supplemental Indenture of Southern California Gas Company to American Trust Company dated as of December 1, 1956 (2006 Sempra Energy Form 10-K, Exhibit 4.09).
|
4.13
|
Supplemental Indenture of Southern California Gas Company to Wells Fargo Bank dated as of June 1, 1965 (2006 Sempra Energy Form 10-K, Exhibit 4.10).
|
4.14
|
Supplemental Indenture of Southern California Gas Company to Wells Fargo Bank, National Association dated as of August 1, 1972 (Registration Statement No. 2-59832 filed by Southern California Gas Company on September 6, 1977, Exhibit 2.19).
|
4.15
|
Supplemental Indenture of Southern California Gas Company to Wells Fargo Bank, National Association dated as of May 1, 1976 (Registration Statement No. 2-56034 filed by Southern California Gas Company on April 14, 1976, Exhibit 2.20).
|
4.16
|
Supplemental Indenture of Southern California Gas Company to Wells Fargo Bank, National Association dated as of September 15, 1981 (Registration Statement No. 333-70654, Exhibit 4.24).
|
EXHIBIT 10 -- MATERIAL CONTRACTS
|
|
Sempra Energy / San Diego Gas & Electric Company / Southern California Gas Company
|
|
10.1
|
Form of Continental Forge and California Class Action Price Reporting Settlement Agreement dated as of January 4, 2006 (Form 8-K filed on January 5, 2006, Exhibit 99.1).
|
10.2
|
Form of Nevada Antitrust Settlement Agreement dated as of January 4, 2006 (Form 8-K filed on January 5, 2006, Exhibit 99.2).
|
Sempra Energy
|
|
10.3
|
Indemnity Agreement, dated as of April 1, 2008, between Sempra Energy, Pacific Enterprises, Enova Corporation and The Royal Bank of Scotland plc (Sempra Energy March 31, 2008 Form 10-Q, Exhibit 10.2).
|
10.4
|
First Amendment to Indemnity Agreement, dated as of March 30, 2009, by and among Sempra Energy, Pacific Enterprises, Enova Corporation and The Royal Bank of Scotland plc (Sempra Energy March 31, 2009 Form 10-Q, Exhibit 10.3).
|
10.5
|
Second Amendment to Indemnity Agreement, dated as of June 30, 2009, by and among Sempra Energy, Pacific Enterprises, Enova Corporation and The Royal Bank of Scotland plc (Sempra Energy June 30, 2009 Form 10-Q, Exhibit 10.1).
|
10.6
|
Third Amendment to Indemnity Agreement, dated as of December 3, 2009, by and among Sempra Energy, Pacific Enterprises, Enova Corporation and The Royal Bank of Scotland plc (2009 Sempra Energy Form 10-K, Exhibit 10.06).
|
10.7
|
Fourth Amendment to Indemnity Agreement, dated as of April 15, 2011, by and among The
Royal Bank of Scotland plc, Sempra Energy, Pacific Enterprises and Enova Corporation
(Sempra Energy Form 8-K filed on April 21, 2011, Exhibit 10.2).
|
10.8
|
Letter Agreement, dated as of April 15, 2011, by and among The Royal Bank of Scotland plc,
Sempra Energy, Sempra Commodities, Inc. and Sempra Energy Holdings VII B.V. (Sempra
Energy Form 8-K/A filed on April 21, 2011, Exhibit 10.1).
|
10.9
|
Master Confirmation for Share Purchase Agreement, dated as of September 21, 2010, between Sempra Energy and JPMorgan Chase Bank, National Association. (Sempra Energy September 30, 2010 Form 10-Q, Exhibit 10.1).
|
10.10
|
Purchase and Sale Agreement, dated as of February 16, 2010, entered into by and among J.P. Morgan Ventures Energy Corporation, Sempra Energy Trading LLC, RBS Sempra Commodities LLP, Sempra Energy and The Royal Bank of Scotland plc (Sempra Energy Form 8-K filed on February 19, 2010, Exhibit 10.1).
|
10.11
|
First Amendment to Purchase and Sale Agreement, dated as of June 30, 2010, entered into by and among J.P. Morgan Ventures Energy Corporation, Sempra Energy Trading LLC, RBS Sempra Commodities LLP, Sempra Energy and The Royal Bank of Scotland plc (Sempra Energy June 30, 2010 Form 10-Q, Exhibit 10.1).
|
10.12
|
Letter Agreement, dated as of February 16, 2010, entered into by and between Sempra Energy and The Royal Bank of Scotland plc (Sempra Energy Form 8-K filed on February 19, 2010, Exhibit 10.2).
|
10.13
|
Limited Liability Partnership Agreement, dated as of April 1, 2008, between Sempra Energy, Sempra Commodities, Inc., Sempra Energy Holdings, VII B.V., RBS Sempra Commodities LLP and The Royal Bank of Scotland plc (Sempra Energy March 31, 2008 Form 10-Q, Exhibit 10.1).
|
10.14
|
First Amendment to Limited Liability Partnership Agreement, dated as of April 6, 2009 and effective as of November 14, 2008, by and among The Royal Bank of Scotland plc, Sempra Energy, Sempra Commodities, Inc., Sempra Energy Holdings VII B.V. and RBS Sempra Commodities LLP (Sempra Energy March 31, 2009 Form 10-Q, Exhibit 10.4).
|
10.15
|
Second Amendment to Limited Liability Partnership Agreement, dated December 23, 2009, by and among The Royal Bank of Scotland plc, Sempra Energy, Sempra Commodities, Inc., Sempra Energy Holdings VII B.V. and RBS Sempra Commodities LLP (2009 Sempra Energy Form 10-K, Exhibit 10.11).
|
10.16
|
Master Formation and Equity Interest Purchase Agreement, dated as of July 9, 2007, by and among Sempra Energy, Sempra Global, Sempra Energy Trading International, B.V. and The Royal Bank of Scotland plc (Sempra Energy Form 8-K filed on July 9, 2007, Exhibit 10.2).
|
10.17
|
First amendment to the Master Formation and Equity Interest Purchase Agreement, dated as of April 1, 2008, by and among Sempra Energy, Sempra Global, Sempra Energy Trading International, B.V. and The Royal Bank of Scotland plc (Sempra Energy March 31, 2008 Form 10-Q, Exhibit 10.3).
|
10.18
|
Energy Purchase Agreement between Sempra Energy Resources and the California Department of Water Resources, executed May 4, 2001 (2001 Sempra Energy Form 10-K, Exhibit 10.01).
|
Sempra Energy / San Diego Gas & Electric Company
|
|
10.19
|
Amended and Restated Operating Order between San Diego Gas & Electric Company and the
California Department of Water Resources effective March 10, 2011. (Sempra Energy March 31, 2011 Form 10-Q, Exhibit 10.4).
|
10.20
|
Amended and Restated Servicing Order between San Diego Gas & Electric Company and the
California Department of Water Resources effective March 10, 2011. (Sempra Energy March 31, 2011 Form 10-Q, Exhibit 10.5).
|
Compensation
|
|
Sempra Energy / San Diego Gas & Electric Company / Southern California Gas Company
|
|
10.21
|
Third Amendment to the Sempra Energy Employee and Director Retirement Savings Plan.
|
10.22
|
Sempra Energy Amended and Restated Executive Life Insurance Plan.
|
10.23
|
Severance Pay Agreement between Sempra Energy and Dennis Arriola. (September 30, 2012 Sempra Energy Form 10-Q, Exhibit 10.1).
|
10.24
|
Second Amendment to the Sempra Energy Employee and Director Retirement Savings Plan (June 30, 2012 Sempra Energy Form 10-Q, Exhibit 10.1).
|
10.25
|
General Release Agreement between Sempra Energy and Michael W. Allman (June 30, 2012 Sempra Energy Form 10-Q, Exhibit 10.2).
|
10.26
|
Severance Pay Agreement between Sempra Energy and Trevor Mihalik (June 30, 2012 Sempra Energy Form 10-Q, Exhibit 10.3).
|
10.27
|
Severance Pay Agreement between Sempra Energy and Anne S. Smith (June 30, 2012 Sempra Energy Form 10-Q, Exhibit 10.4).
|
10.28
|
Form of Sempra Energy 2008 Long Term Incentive Plan 2012 Performance-Based Restricted
Stock Unit Award (March 31, 2012 Sempra Energy Form 10-Q, Exhibit 10.1).
|
10.29
|
First Amendment to the Sempra Energy Employee and Director Savings Plan (2011 Sempra Energy Form 10-K, Exhibit 10.22).
|
10.30
|
Severance Pay Agreement between Sempra Energy and M. Javade Chaudhri (2011 Sempra Energy Form 10-K, Exhibit 10.23).
|
10.31
|
Severance Pay Agreement between Sempra Energy and Jessie J. Knight, Jr. (2011 Sempra Energy Form 10-K, Exhibit 10.24).
|
10.32
|
Severance Pay Agreement between Sempra Energy and Michael W. Allman (2011 Sempra Energy Form 10-K, Exhibit 10.25).
|
10.33
|
Severance Pay Agreement between Sempra Energy and G. Joyce Rowland (2011 Sempra Energy Form 10-K, Exhibit 10.26).
|
10.34
|
Amended and Restated Sempra Energy Severance Pay Agreement between Sempra Energy
and Debra L. Reed (Sempra Energy Form 8-K filed on July 1, 2011, Exhibit 10.1).
|
10.35
|
Amendment to Severance Pay Agreement between Sempra Energy and Mark A. Snell
(Sempra Energy Form 8-K filed on September 15, 2011, Exhibit 10.1).
|
10.36
|
Severance Pay Agreement between Sempra Energy and Joseph A. Householder (Sempra
Energy Form 8-K filed on September 15, 2011, Exhibit 10.2).
|
10.37
|
Amendment to the Amendment and Restatement of the Sempra Energy 2005 Deferred Compensation Plan (2010 Sempra Energy Form 10-K, Exhibit 10.20).
|
10.38
|
Amendment to the Amended and Restated Sempra Energy Severance Pay Agreement between Sempra Energy and Donald E. Felsinger (see Exhibit 10.49 below) (2010 Sempra Energy Form 10-K, Exhibit 10.21).
|
10.39
|
Form of Sempra Energy 2008 Long Term Incentive Plan, 2011 Performance-Based Restricted
Stock Unit Award. (Sempra Energy March 31, 2011 Form 10-Q, Exhibit 10.2).
|
10.40
|
Form of Sempra Energy 2008 Long Term Incentive Plan, 2010 Performance-Based Restricted Stock Unit Award (Sempra Energy March 31, 2010 Form 10-Q, Exhibit 10.1).
|
10.41
|
Form of 2009 Sempra Energy Severance Pay Agreement (2009 Sempra Energy Form 10-K, Exhibit 10.18).
|
10.42
|
Form of Sempra Energy 2008 Long Term Incentive Plan, 2009 Performance-Based Restricted Stock Unit Award (March 31, 2009 Sempra Energy Form 10-Q, Exhibit 10.1).
|
10.43
|
Form of Sempra Energy 2008 Long Term Incentive Plan, 2009 Nonqualified Stock Option Agreement (March 31, 2009 Sempra Energy Form 10-Q, Exhibit 10.2).
|
10.44
|
Sempra Energy 2008 Long Term Incentive Plan (Appendix A to the 2008 Sempra Energy Definitive Proxy Statement, filed on April 15, 2008).
|
10.45
|
Form of Indemnification Agreement with Directors and Executive Officers (June 30, 2008 Sempra Energy Form 10-Q, Exhibit 10.2).
|
10.46
|
Form of Sempra Energy 2008 Long Term Incentive Plan, 2008 Performance-Based Restricted Stock Unit Award (June 30, 2008 Sempra Energy Form 10-Q, Exhibit 10.3).
|
10.47
|
Form of Sempra Energy 2008 Long Term Incentive Plan, 2008 Nonqualified Stock Option Agreement (June 30, 2008 Sempra Energy Form 10-Q, Exhibit 10.4).
|
10.48
|
Amendment and Restatement of the Sempra Energy Cash Balance Restoration Plan (2008 Sempra Energy Form 10-K, Exhibit 10.16).
|
10.49
|
Form of Amended and Restated Sempra Energy Severance Pay Agreement (2008 Sempra Energy Form 10-K, Exhibit 10.17).
|
10.50
|
Amendment and Restatement of the Sempra Energy 2005 Deferred Compensation Plan (2008 Sempra Energy Form 10-K, Exhibit 10.18).
|
10.51
|
Amendment and Restatement of the Sempra Energy Supplemental Executive Retirement Plan (2008 Sempra Energy Form 10-K, Exhibit 10.19).
|
10.52
|
Sempra Energy Executive Personal Financial Planning Program Policy Document (September 30, 2004 Sempra Energy Form 10-Q, Exhibit 10.11).
|
10.53
|
2003 Sempra Energy Executive Incentive Plan B (2003 Sempra Energy Form 10-K, Exhibit 10.10).
|
10.54
|
Sempra Energy Executive Incentive Plan effective January 1, 2003 (2002 Sempra Energy Form 10-K, Exhibit 10.09).
|
10.55
|
Amended and Restated Sempra Energy Deferred Compensation and Excess Savings Plan (September 30, 2002 Sempra Energy Form 10-Q, Exhibit 10.3).
|
10.56
|
Sempra Energy Employee Stock Ownership Plan and Trust Agreement effective January 1, 2001 (September 30, 2008 Sempra Energy Form 10-Q, Exhibit 10.1).
|
10.57
|
Amendment to the Amended and Restated Sempra Energy Deferred Compensation and Excess Savings Plan (2008 Sempra Energy Form 10-K, Exhibit 10.25).
|
10.58
|
Sempra Energy Amended and Restated Executive Medical Plan (2008 Sempra Energy Form 10-K, Exhibit 10.26).
|
10.59
|
Form of Sempra Energy 1998 Long Term Incentive Plan, 2008 Non-Qualified Stock Option Agreement (2007 Sempra Energy Form 10-K, Exhibit 10.10).
|
10.60
|
Amended and Restated Sempra Energy 1998 Long-Term Incentive Plan (June 30, 2003 Sempra Energy Form 10-Q, Exhibit 10.2).
|
Sempra Energy
|
|
10.61
|
Form of Sempra Energy 2008 Long Term Incentive Plan, 2010 Restricted Stock Unit Award for Sempra Energy’s Board of Directors (Sempra Energy June 30, 2010 Form 10-Q, Exhibit 10.2).
|
10.62
|
Sempra Energy 2008 Long Term Incentive Plan for EnergySouth, Inc. Employees and Other Eligible Individuals (Registration Statement on Form S-8 Sempra Energy Registration Statement No. 333-155191 dated November 7, 2008, Exhibit 10.1).
|
10.63
|
Form of Sempra Energy 2008 Non-Employee Directors’ Stock Plan, Nonqualified Stock Option Agreement (June 30, 2008 Sempra Energy Form 10-Q, Exhibit 10.5).
|
10.64
|
Sempra Energy Amended and Restated Sempra Energy Retirement Plan for Directors (June 30, 2008 Sempra Energy Form 10-Q, Exhibit 10.7).
|
10.65
|
Form of Sempra Energy 1998 Non-Employee Directors’ Stock Plan Non-Qualified Stock Option Agreement (2006 Sempra Energy Form 10-K, Exhibit 10.09).
|
10.66
|
Sempra Energy 1998 Non-Employee Directors’ Stock Plan (Registration Statement on Form S-8 Sempra Energy Registration Statement No. 333-56161 dated June 5, 1998, Exhibit 4.2).
|
Nuclear
|
|
Sempra Energy / San Diego Gas & Electric Company
|
|
10.67
|
Nuclear Facilities Qualified CPUC Decommissioning Master Trust Agreement for San Onofre Nuclear Generating Station, approved November 25, 1987 (1992 SDG&E Form 10-K, Exhibit 10.7).
|
10.68
|
Amendment No. 1 to the Qualified CPUC Decommissioning Master Trust Agreement dated September 22, 1994 (see Exhibit 10.67 above)(1994 SDG&E Form 10-K, Exhibit 10.56).
|
10.69
|
Second Amendment to the San Diego Gas & Electric Company Nuclear Facilities Qualified CPUC Decommissioning Master Trust Agreement for San Onofre Nuclear Generating Station (see Exhibit 10.67 above)(1994 SDG&E Form 10-K, Exhibit 10.57).
|
10.70
|
Third Amendment to the San Diego Gas & Electric Company Nuclear Facilities Qualified CPUC Decommissioning Master Trust Agreement for San Onofre Nuclear Generating Station (see Exhibit 10.67 above)(1996 SDG&E Form 10-K, Exhibit 10.59).
|
10.71
|
Fourth Amendment to the San Diego Gas & Electric Company Nuclear Facilities Qualified CPUC Decommissioning Master Trust Agreement for San Onofre Nuclear Generating Station (see Exhibit 10.67 above)(1996 SDG&E Form 10-K, Exhibit 10.60).
|
10.72
|
Fifth Amendment to the San Diego Gas & Electric Company Nuclear Facilities Qualified CPUC Decommissioning Master Trust Agreement for San Onofre Nuclear Generating Station (see Exhibit 10.67 above)(1999 SDG&E Form 10-K, Exhibit 10.26).
|
10.73
|
Sixth Amendment to the San Diego Gas & Electric Company Nuclear Facilities Qualified CPUC Decommissioning Master Trust Agreement for San Onofre Nuclear Generating Station (see Exhibit 10.67 above)(1999 SDG&E Form 10-K, Exhibit 10.27).
|
10.74
|
Seventh Amendment to the San Diego Gas & Electric Company Nuclear Facilities Qualified CPUC Decommissioning Master Trust Agreement for San Onofre Nuclear Generating Station dated December 24, 2003 (see Exhibit 10.67 above)(2003 Sempra Energy Form 10-K, Exhibit 10.42).
|
10.75
|
Eighth Amendment to the San Diego Gas & Electric Company Nuclear Facilities Qualified CPUC Decommissioning Master Trust Agreement for San Onofre Nuclear Generating Station dated October 12, 2011 (see Exhibit 10.67 above)(2011 SDG&E Form 10-K, Exhibit 10.70).
|
10.76
|
Nuclear Facilities Non-Qualified CPUC Decommissioning Master Trust Agreement for San Onofre Nuclear Generating Station, approved November 25, 1987 (1992 SDG&E Form 10-K, Exhibit 10.8).
|
10.77
|
First Amendment to the San Diego Gas & Electric Company Nuclear Facilities Non-Qualified CPUC Decommissioning Master Trust Agreement for San Onofre Nuclear Generating Station (see Exhibit 10.76 above)(1996 SDG&E Form 10-K, Exhibit 10.62).
|
10.78
|
Second Amendment to the San Diego Gas & Electric Company Nuclear Facilities Non-Qualified CPUC Decommissioning Master Trust Agreement for San Onofre Nuclear Generating Station (see Exhibit 10.76 above)(1996 SDG&E Form 10-K, Exhibit 10.63).
|
10.79
|
Third Amendment to the San Diego Gas & Electric Company Nuclear Facilities Non-Qualified CPUC Decommissioning Master Trust Agreement for San Onofre Nuclear Generating Station (see Exhibit 10.76 above)(1999 SDG&E Form 10-K, Exhibit 10.31).
|
10.80
|
Fourth Amendment to the San Diego Gas & Electric Company Nuclear Facilities Non-Qualified CPUC Decommissioning Master Trust Agreement for San Onofre Nuclear Generating Station (see Exhibit 10.76 above)(1999 SDG&E Form 10-K, Exhibit 10.32).
|
10.81
|
Fifth Amendment to the San Diego Gas & Electric Company Nuclear Facilities Non-Qualified CPUC Decommissioning Master Trust Agreement for San Onofre Nuclear Generating Station dated December 24, 2003 (see Exhibit 10.76 above)(2003 Sempra Energy Form 10-K, Exhibit 10.48).
|
10.82
|
Sixth Amendment to the San Diego Gas & Electric Company Nuclear Facilities Non-Qualified CPUC Decommissioning Master Trust Agreement for San Onofre Nuclear Generating Station dated October 12, 2011 (see Exhibit 10.76 above) )(2011 SDG&E Form 10-K, Exhibit 10.77).
|
10.83
|
Second Amended San Onofre Operating Agreement among Southern California Edison Company, SDG&E, the City of Anaheim and the City of Riverside, dated February 26, 1987 (1990 SDG&E Form 10-K, Exhibit 10.6).
|
10.84
|
U. S. Department of Energy contract for disposal of spent nuclear fuel and/or high-level radioactive waste, entered into between the DOE and Southern California Edison Company, as agent for SDG&E and others; Contract DE-CR01-83NE44418, dated June 10, 1983 (1988 SDG&E Form 10-K, Exhibit 10N).
|
10.85
|
San Onofre Unit No. 1 Decommissioning Agreement between Southern California Edison Company and San Diego Gas & Electric Company dated March 23, 2000 (2009 Sempra Energy Form 10-K, Exhibit 10.62).
|
10.86
|
First Amendment to the San Onofre Unit No. 1 Decommissioning Agreement between Southern California Edison Company and San Diego Gas & Electric Company dated January 22, 2010 (2009 Sempra Energy Form 10-K, Exhibit 10.63).
|
EXHIBIT 12 -- STATEMENTS RE: COMPUTATION OF RATIOS
|
|
Sempra Energy
|
|
12.1
|
Sempra Energy Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends for the years ended December 31, 2012, 2011, 2010, 2009 and 2008.
|
San Diego Gas & Electric Company
|
|
12.2
|
San Diego Gas & Electric Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends for the years ended December 31, 2012, 2011, 2010, 2009 and 2008.
|
Southern California Gas Company
|
|
12.3
|
Southern California Gas Company Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends for the years ended December 31, 2012, 2011, 2010, 2009 and 2008.
|
EXHIBIT 13 -- ANNUAL REPORT TO SECURITY HOLDERS
|
|
Sempra Energy / San Diego Gas & Electric Company / Southern California Gas Company
|
|
13.1
|
Sempra Energy 2012 Annual Report to Shareholders. (Such report, except for the portions thereof which are expressly incorporated by reference in this Annual Report, is furnished for the information of the Securities and Exchange Commission and is not to be deemed “filed” as part of this Annual Report).
|
EXHIBIT 14 -- CODE OF ETHICS
|
|
San Diego Gas & Electric Company / Southern California Gas Company
|
|
14.1
|
Sempra Energy Code of Business Conduct and Ethics for Board of Directors and Senior Officers (also applies to directors and officers of San Diego Gas & Electric Company and Southern California Gas Company) (2006 SDG&E and SoCalGas Forms 10-K, Exhibit 14.01).
|
EXHIBIT 21 -- SUBSIDIARIES
|
|
Sempra Energy
|
|
21.1
|
Sempra Energy Schedule of Certain Subsidiaries at December 31, 2012.
|
EXHIBIT 23 -- CONSENTS OF EXPERTS AND COUNSEL
|
|
23.1
|
Consents of Independent Registered Public Accounting Firm and Report on Schedule, pages 39 through 41.
|
EXHIBIT 31 -- SECTION 302 CERTIFICATIONS
|
|
Sempra Energy
|
|
31.1
|
Statement of Sempra Energy’s Chief Executive Officer pursuant to Rules 13a-14 and 15d-14 of the Securities Exchange Act of 1934.
|
31.2
|
Statement of Sempra Energy’s Chief Financial Officer pursuant to Rules 13a-14 and 15d-14 of the Securities Exchange Act of 1934.
|
San Diego Gas & Electric Company
|
|
31.3
|
Statement of San Diego Gas & Electric Company’s Chief Executive Officer pursuant to Rules 13a-14 and 15d-14 of the Securities Exchange Act of 1934.
|
31.4
|
Statement of San Diego Gas & Electric Company’s Chief Financial Officer pursuant to Rules 13a-14 and 15d-14 of the Securities Exchange Act of 1934.
|
Southern California Gas Company
|
|
31.5
|
Statement of Southern California Gas Company’s Chief Executive Officer pursuant to Rules 13a-14 and 15d-14 of the Securities Exchange Act of 1934.
|
31.6
|
Statement of Southern California Gas Company’s Chief Financial Officer pursuant to Rules 13a-14 and 15d-14 of the Securities Exchange Act of 1934.
|
EXHIBIT 32 -- SECTION 906 CERTIFICATIONS
|
|
Sempra Energy
|
|
32.1
|
Statement of Sempra Energy’s Chief Executive Officer pursuant to 18 U.S.C. Sec. 1350.
|
32.2
|
Statement of Sempra Energy’s Chief Financial Officer pursuant to 18 U.S.C. Sec. 1350.
|
San Diego Gas & Electric Company
|
|
32.3
|
Statement of San Diego Gas & Electric Company’s Chief Executive Officer pursuant to 18 U.S.C. Sec. 1350.
|
32.4
|
Statement of San Diego Gas & Electric Company’s Chief Financial Officer pursuant to 18 U.S.C. Sec. 1350.
|
Southern California Gas Company
|
|
32.5
|
Statement of Southern California Gas Company’s Chief Executive Officer pursuant to 18 U.S.C. Sec. 1350.
|
32.6
|
Statement of Southern California Gas Company’s Chief Financial Officer pursuant to 18 U.S.C. Sec. 1350.
|
EXHIBIT 101 -- INTERACTIVE DATA FILE
|
|
101.INS
|
XBRL Instance Document
|
101.SCH
|
XBRL Taxonomy Extension Schema Document
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
GLOSSARY
|
||||
Annual Report
|
2012 Annual Report to Shareholders
|
kW
|
Kilowatt
|
|
Bcf
|
Billion cubic feet (of natural gas)
|
LNG
|
Liquefied natural gas
|
|
California Utilities
|
San Diego Gas & Electric Company and Southern California Gas Company
|
Luz del Sur
|
Luz del Sur S.A.A. and its subsidiaries
|
|
CARB
|
California Air Resources Board
|
Mobile Gas
|
Mobile Gas Service Corporation
|
|
CEC
|
California Energy Commission
|
Mtpa
|
Million tonnes per annum
|
|
CDEC
|
Centros de Despacho Económico de Carga (Chile)
|
MW
|
Megawatt
|
|
CDEC-SIC
|
Sistema Interconectado Central (Central Interconnected System) (Chile)
|
MWh
|
Megawatt hours
|
|
CDEC-SING
|
Sistema Interconectado del Norte Grande (Northern Interconnected System) (Chile)
|
NRC
|
Nuclear Regulatory Commission
|
|
Chilquinta Energía
|
Chilquinta Energía S.A. and its subsidiaries
|
OII
|
Order Instituting Investigation
|
|
CNE
|
Comisión Nacional de Energía (National Energy Commission) (Chile)
|
OSINERGMIN
|
Organismo Supervisor de la Inversión en Energía y Minería (Energy and Mining Investment Supervisory Body) (Peru)
|
|
COES
|
Comité de Operación Económica del Sistema Interconectado Nacional (Peru)
|
PEMEX
|
Petroleos Mexicanos (Mexican state-owned oil company)
|
|
CPUC
|
California Public Utilities Commission
|
PGE
|
Portland General Electric Company
|
|
CRE
|
Comisión Reguladora de Energía (Energy Regulatory Commission) (Mexico)
|
QFs
|
Qualifying Facilities
|
|
DOE
|
U.S. Department of Energy
|
RBS Sempra Commodities
|
RBS Sempra Commodities LLP
|
|
DOT
|
U.S. Department of Transportation
|
Rockies Express
|
Rockies Express Pipeline LLC
|
|
DWR
|
Department of Water Resources
|
RPS
|
Renewables Portfolio Standard
|
|
Edison
|
Southern California Edison Company
|
SDG&E
|
San Diego Gas & Electric Company
|
|
EPA
|
Environmental Protection Agency
|
SEC
|
Securities and Exchange Commission
|
|
ERR
|
Eligible Renewable Energy Resource
|
SEIN
|
Sistema Eléctrico Interconectado Nacional (Peru)
|
|
FERC
|
Federal Energy Regulatory Commission
|
SoCalGas
|
Southern California Gas Company
|
|
FTA
|
Free Trade Agreement
|
SONGS
|
San Onofre Nuclear Generating Station
|
|
GHG
|
Greenhouse Gas
|
The Board
|
Sempra Energy’s board of directors
|
|
IOUs
|
Investor-owned utilities
|
U.S. GAAP
|
Accounting principles generally accepted in the United States
|
|
ISFSI
|
Independent Spent Fuel Storage Installation
|
Willmut Gas
|
Willmut Gas Company
|
|
kV
|
Kilovolt
|
Exhibit 10.21
AMENDMENT
TO THE SEMPRA ENERGY
EMPLOYEE AND DIRECTOR SAVINGS PLAN
Sempra Energy maintains the Sempra Energy Employee and Director Savings Plan (the Plan). In order to amend the Plan in certain respects, this Amendment to the Plan is hereby adopted, effective as of December 13, 2012.
The Plan is hereby amended, effective December 13, 2012 as follows:
1.
Section 1.1 (mm) of the Plan defining "Restricted Stock Units" is hereby amended in its entirety to read as follows:
"(mm) "Restricted Stock Units" shall mean phantom shares of restricted stock granted to a Participant under the 2008 Long Term Incentive Plan and any successor plan thereto."
2.
The first sentence of Section 3.1(b)(2) of the Plan is hereby amended to read as follows:
"Each Eligible Individual designated by the Committee as so eligible to defer, may elect to defer Restricted Stock Units (or a portion thereof), in accordance with such rules as the Committee may establish, which such rules shall not be inconsistent with the deferral election rules set forth in Sections 3.1 and 3.2 or the distribution provisions of Section 7.1."
3.
Section 3.1(b)(3) of the Plan is hereby amended to add the following thereto:
"Notwithstanding anything contained in the Plan to the contrary, a Participant may not elect a Scheduled Withdrawal Date with respect to the deferral of any Restricted Stock Units."
4.
Section 7.1(a)(1)(A) of the Plan is hereby amended to read in its entirety as follows:
"(A)
Except as provided in subparagraph (B), paragraph (2), paragraph (3) or Section 7.3, upon the Separation from Service or Disability of a Participant, a Participants Distributable Amount with respect to each Plan Year shall be paid to the Participant in a lump sum in cash (or shares of Sempra Energy common stock for Restricted Stock Unit subaccounts) on the Participants Payment Date."
5.
Section 7.1(a)(2) of the Plan is hereby amended to read in its entirety as follows:
"(2)
Optional Forms. Instead of receiving his Distributable Amount with respect to each Plan Year as described at Section 7.1(a)(1)(A), the Participant may elect in accordance with Section 3.2 one of the following optional forms of payment (or shares of Sempra Energy common stock for Restricted Stock Unit subaccounts) at the time of his deferral election for such Plan Year:
(i)
equal annual installments in cash (or shares of Sempra Energy common stock for Restricted Stock Unit subaccounts) (calculated as set forth in paragraph 7.1(a)(6)) over five years beginning on the Participants Payment Date,
(ii)
equal annual installments in cash (or shares of Sempra Energy common stock for Restricted Stock Unit subaccounts) (calculated as set forth in paragraph 7.1(a)(6)) over ten (10) years beginning on the Participants Payment Date, or
(iii)
equal annual installments in cash (or shares of Sempra Energy common stock for Restricted Stock Unit subaccounts) (calculated as set forth in paragraph 7.1(a)(6)) over fifteen (15) years beginning on the Participants Payment Date.
The payment of such Participants Distributable Amount with respect each Plan Year shall be made or commence on such Participants Payment Date (or, if applicable, the date determined under subparagraph (a)(1)(B))."
Executed at San Diego, California this 13th day of December, 2012.
SEMPRA ENERGY |
By: ______________________ |
G. Joyce Rowland |
Title: Sr. Vice President, Human Resources, Diversity & Inclusion |
Date: December 13, 2012 |
Exhibit 10.22
SEMPRA ENERGY
AMENDED AND RESTATED
EXECUTIVE LIFE INSURANCE PLAN
Effective November 12, 2012
Sempra Energy, a California corporation (Sempra), hereby amends and restates the Sempra Energy Executive Life Insurance Plan (the Plan), which was originally effective June 1, 1998. The Plan was amended and restated effective as of July 1, 2003, and was subsequently amended and restated effective as of December 12, 2008.
Sempra hereby amends and restates the Plan effective as of November 12, 2012, except as otherwise provided herein. This amendment and restatement of the Plan is intended to comply with the requirements of Sections 409A(a)(2), (3) and (4) of the Code (as defined below) and the Treasury Regulations thereunder.
PURPOSE OF PLAN
The purpose of this Plan is to assist certain of Sempras senior executives to obtain additional life insurance coverage. In connection with this, the Plan provides that the Company will make certain life insurance premium payments on the policies obtained under the terms and conditions of this Plan.
ARTICLE I
DEFINITIONS
Whenever capitalized in this Plan document, the following terms shall have the meanings set forth below unless otherwise expressly provided:
1.1
Board shall mean the Board of Directors of the Company.
1.2
Code means the Internal Revenue Code of 1986, as amended.
1.3
Committee shall mean the Compensation Committee of the Board, or such other committee as the Compensation Committee shall appoint from time to time to administer the Plan.
1.4
Company shall mean Sempra Energy, a California corporation, and any successor thereto, including any corporation that is a successor to all or substantially all of the Companys assets or business. Company shall also include any corporation or other entity a majority of whose outstanding voting stock or voting power is owned, directly or indirectly, by Sempra Energy, Inc.
1.5
Participant shall mean any senior executive of the Company who is selected to participate in the Plan and who has satisfied the conditions for Plan participation as set forth in Section 2.1.
1.6
Plan shall mean this Sempra Energy Executive Life Insurance Plan, as it may be amended from time to time.
1.7
Plan Year shall mean the calendar year.
1.8
Policy shall mean the life insurance policy (or life insurance policies if more than one is required because of death benefit amounts or otherwise) purchased on a Participants life that is subject to the terms and conditions of this Plan.
1.9
Separation from Service, with respect to a Participant (or another Service Provider) means the Participants (or such Service Providers) separation from service, as defined in Treasury Regulation Section 1.409A-1(h).
1.10
Service Provider means a Participant or any other service provider, as defined in Treasury Regulation Section 1.409A-1(f).
1.11
Service Recipient, with respect to a Participant, means the Company and all persons considered part of the service recipient, as defined in Treasury Regulation Section 1.409A-1(g), as determined from time to time. As provided in Treasury Regulation Section 1.409A-1(g), the Service Recipient shall mean the person for whom the services are performed and with respect to whom the legally binding right to compensation arises, and all persons with whom such person would be considered a single employer under Section 414(b) or 414(c) of the Code.
1.12
Specified Employee means a Service Provider who, as of the date of the Service Providers Separation from Service, is a Key Employee of the Service Recipient any stock of which is publicly traded on an established securities market or otherwise. For purposes of this definition, a Service Provider is a Key Employee if the Service Provider meets the requirements of Section 416(i)(1)(A)(i), (ii) or (iii) of the Code (applied in accordance with the Treasury Regulations thereunder and disregarding Section 416(i)(5) of the Code) at any time during the Testing Year. If a Service Provider is a Key Employee (as defined above) as of a Specified Employee Identification Date, the Service Provider shall be treated as Key Employee for the entire twelve (12) month period beginning on the Specified Employee Effective Date. For purposes of this definition, a Service Providers compensation for a Testing Year shall mean such Service Providers compensation, as determined under Treasury Regulation Section 1.415(c)-2(a) (and applied as if the Service Recipient were not using any safe harbor provided in Treasury Regulation Section 1.415(c)-2(d), were not using any of the elective special timing rules provided in Treasury Regulation Section 1.415(c)-2(e), and were not using any of the elective special rules provided in Treasury Regulation Section 1.415(c)-2(g)). The Specified Employees shall be determined in accordance with Section 409A(a)(2)(B)(i) of the Code and Treasury Regulation Section 1.409A-1(i).
1.13
Specified Employee Effective Date means the first day of the fourth month following the Specified Employee Identification Date. The Specified Employee Effective Date may be changed by the Company, in its discretion, in accordance with Treasury Regulation Section 1.409A-1(i)(4).
1.14
Specified Employee Identification Date, for purposes of Treasury Regulation Section 1.409A-1(i)(3), means December 31. The Specified Employee Identification Date shall apply to all nonqualified deferred compensation plans (as defined in Treasury Regulation Section 1.409A-1(a)) of the Service Recipient and all affected Service Providers. The Specified Employee Identification Date may be changed by Sempra Energy, in its discretion, in accordance with Treasury Regulation Section 1.409A-1(i)(3).
1.15
[Intentionally Left Blank].
1.16
Testing Year means the twelve (12) month period ending on the Specified Employee Identification Date, as determined from time to time.
1.17
Years of Service shall mean the total number of full years of employment in which a Participant has been employed by the Company. For purposes of this definition, a year of employment shall be a 365 day period (or 366 day period in the case of a leap year) that, for the first year of employment, commences on the Participants date of hiring and that, for any subsequent year, commences on an anniversary of that hiring date. Any partial year of employment shall not be counted.
ARTICLE II
ELIGIBILITY
2.1
Eligibility for Participation. A senior executive of the Company shall participate in this Plan as a Participant if either he or she is participating in the Plan as of the effective date of this amendment and restatement or meets all of the following requirements:
(1)
Has been designated in writing by the Committee, in its sole and absolute discretion, as a Participant;
(2)
Completes and returns to the Committee, no later than thirty (30) days after he or she receives written notice of such designation, such administrative and other forms as the Committee may require for participation;
(3)
Completes such insurance forms, exams, and questions as the Committee may designate from time to time;
(4)
Timely completes any other participation conditions as may be prescribed by the Committee from time to time; and
If a senior executive fails to meet all of the above-listed requirements within a reasonable time, as determined by the Committee in its sole discretion, the Committee shall provide that executive with written notice within thirty (30) days of such failure, and that person shall not become a Participant under this Plan.
2.2
Acquisition of Insurance. As a condition of participation in this Plan, the Participant shall be required to cooperate in applying for and obtaining a Policy on his or her life. The selection of the Policy shall be at the sole discretion of the Company. The Policy shall be issued in the name of the Participant as the sole and exclusive owner of the Policy, subject to the rights and interests granted to the Company, as provided in this Plan. At the sole discretion of the Committee, the Participant may designate a person or entity other than the Participant as the owner of the Policy, provided that such owner agrees to be bound to the terms and conditions of this Plan.
2.3
Additional Life Insurance Coverage. During the term of this Plan, the death benefit coverage under the Policy may be increased from time to time, to reflect increases in the Participants compensation pursuant to the provisions of Sections 3.1 and 3.2. As a condition of receiving the benefits of any such increase, the Participant shall be required to cooperate in applying for and obtaining such additional coverage. If the Participant does not so cooperate, and such coverage cannot be obtained because of the Participants failure to cooperate, the Company shall have no obligation under this Plan to provide such additional coverage. Further, if the Participant is not insurable at the time such additional coverage is sought on a guaranteed issue basis, or if simplified or full medical underwriting is required, on a rated basis that is no lower than standard, smoker, then the Company shall have no obligation under this Plan to provide such additional coverage. The Committee, in its sole discretion, may reduce the minimum standard referred to in the previous sentence, in its sole discretion, based on the cost of insurance or otherwise.
ARTICLE III
BONUS AMOUNTS
3.1
Life Insurance Coverage Prior to Separation from Service. Subject to Article II above, for each Plan Year of the Participants participation in the Plan and prior to the Participants Separation from Service, the Company shall pay to the life insurance carrier the premiums on the Policy in accordance with this Section 3.1, as determined by the Company in its sole discretion, which Policy shall provide a death benefit equal to the sum of the following amounts, as those amounts are determined as of the last day of each Plan Year, as determined by the Committee in its sole discretion: (i) two (2) times the Participants annual base salary, plus (ii) two (2) times the Participants average annual bonus under the 2003 Executive Incentive Plan, or any successor thereto (the Bonus Plan), including any amount deferred, in the three (3) highest years in the ten (10) previous years, or during the Participants actual years of employment with the Company, if less. In determining the amounts described in the previous sentence for any Plan Year, the Committee shall substitute the Participants target bonus under the Bonus Plan for a Participant who is in his or her first Plan Year of participation and has not received any bonus under the Bonus Plan. The premium for any Plan Year shall be paid by the Company not later than March 15 of the next following Plan Year; provided, however, that such premium shall not be paid if the Participant has a Separation from Service prior to the payment of such premium. If a Participants compensation increases after the Committee has determined the Participants death benefit as of the last day of the Plan Year, the Participants death benefit under the Policy shall not be adjusted until the last day of the next following Plan Year and then it will be based on the Participants compensation at that time. These premium payments shall be treated as bonus payments to the Participant.
3.2
Life Insurance Coverage after Separation from Service with Age and Service. If at the time of the Participants Separation from Service (other than by reason of the Participants death), the Participant has attained age 62 and has completed at least five Years of Service, then the Participant shall be entitled to the benefit, if any, specified in this Section 3.2. Upon such Separation from Service, the Committee shall have the life insurance carrier which issued the Policy prepare a life insurance projection for the Policy, determined as of the January 1 of the Plan Year next following such Separation from Service (the Projection Date), based on the following assumptions: (i) the then current policy charges, (ii) a crediting rate of 6.5% net of investment management fees (but before mortality and expense charges), and (iii) death benefit coverage until the Participants 100th birthday equal to (x) one and a half (1 1/2) times the Participants annual base salary (determined as of the date of the Participants Separation from Service), plus (y) one and a half (1 1/2) times the Participants average annual bonus under the Bonus Plan, including any amount deferred, in the three (3) highest years in the ten (10) previous years, or during the Participants actual years of employment with the Company, if less (determined as of the date of the Participants Separation from Service). If the illustration shows that the Policy will sustain itself until at least the Participants 100th birthday without lapsing based on these assumptions, then the Company shall have no further obligations under the Plan. If the illustration provides that the Policy will not so sustain itself until that time without lapsing, the Company shall have the life insurance carrier determine the minimum premium, determined as of the January 1 of the Plan Year next following such Separation from Service, required to be paid into the Policy to sustain the Policy until the Participants 100th birthday without lapsing, based on these assumptions. Except as provided below in this Section 3.2 or in Section 5.1(2), the Company will then pay such premium to the life insurance carrier during the Plan Year next following the Plan Year in which such Participants Separation from Service occurs and the Company shall have no further obligation to the Participant under this Plan. The Company shall not make a premium payment under this Section 3.2 in the event of the Participants Separation from Service by reason of death. If the Participants Policy is held in an irrevocable life insurance trust at the time a payment is otherwise required to be paid to the life insurance carrier under this Section 3.2, the Participant may elect in writing prior to January 1of the year in which the payment is to be made to have the payment paid to the Participant, rather than to the life insurance carrier, at the time otherwise specified for the payment.
3.3
Life Insurance Coverage after Separation from Service without Age and Service. If at the time of the Participants Separation from Service, the Participant has not attained age 62, or has not completed at least five Years of Service, the Companys obligations under this Plan to pay any future premiums on the Policy shall cease immediately upon the Participants Separation from Service and the Company shall have no further obligation to the Participant under the Plan.
3.4
Tax Withholding. The Company shall withhold from the Participants compensation all federal, state and local income, employment and other taxes required to be withheld by the Company in connection with the premium payments, in amounts and in a manner to be determined in the sole discretion of the Company.
3.5
Right to Invest Cash Surrender Value. Until the earlier of the Participants Separation from Service or the termination of the Plan, the Company shall have the sole and absolute right to invest and reallocate the Participants Policys cash surrender value as the Company determines in its sole discretion. The Participant shall cooperate with the Company with respect to any actions required by the life insurance carrier issuing the Policy to grant to the Company such power. The Company shall not have any liability associated with such investment authority and discretion, provided that the Company makes all premium payments required under this Plan.
ARTICLE IV
ADMINISTRATION
4.1
Administration. This Plan shall be administered by the Committee. The Committee shall be authorized to construe and interpret all of the provisions of this Plan, to adopt procedures and practices concerning the administration of this Plan, and to make any determinations necessary hereunder, which shall, subject to Section 4.8 below, be binding and conclusive on all parties. The Committee may appoint one or more individuals and delegate such of its power and duties as it deems desirable to any such individual, in which case every reference herein made to the Committee shall be deemed to mean or include the individuals as to matters within their jurisdiction.
4.2
Decisions and Actions of the Committee. The Committee may act at a meeting or in writing without a meeting. All decisions and actions of the Committee shall be made by vote of the majority, including actions in writing taken without a meeting.
4.3
Rules and Records of the Committee. The Committee shall make such rules and regulations in connection with its administration of the Plan as are consistent with the terms and provisions hereof. The Committee shall keep a record of each Participants name, address, social security number, benefit commencement date, and the amount of benefit.
4.4
Employment of Agents. The Committee may employ agents, including without limitation, accountants, actuaries, consultants, or attorneys, to exercise and perform the powers and duties of the Committee as the Committee delegates to them, and to render such services to the Committee as the Committee may determine, and the Committee may enter into agreements setting forth the terms and conditions of such service.
4.5
Agents for Service of Legal Process. The Chairman of the Committee shall serve as agent for service of legal process.
4.6
Plan Expenses. The Company shall pay all expenses reasonably incurred in the administration of this Plan. The members of the Committee shall serve without compensation for their services as such, but all expenses of the Committee shall be paid by the Company. No employee of the Company shall receive compensation from this Plan regardless of the nature of his services to this Plan.
4.7
Indemnification. To the extent permitted by law, the Committee and all agents and representatives of the Committee shall be indemnified by the Company and saved harmless against any claims, and the expenses of defending against such claims, resulting from any action or conduct relating to the administration of this Plan except claims arising from gross negligence, willful neglect, or willful misconduct.
4.8
Claims Procedure.
(1)
Claim. A Participant, beneficiary or other person who believes that he is being denied a benefit to which he is entitled under this Plan (hereinafter referred to as Claimant) may file a written request for such benefit with the Committee, setting forth his claim. The request must be addressed to the Committee at Sempra Energy at its then principal place of business. The claims procedure of this Section shall be applied in accordance with Section 503 of ERISA and Department of Labor Regulation Section 2560.503-1. A Participant, beneficiary or other person may assert a claim, or request review of the denial of a claim, through such Participants, beneficiarys or persons authorized representative, provided that such Participant, beneficiary or person has submitted a written notice evidencing the authority of such representative to the Committee.
A Claimant or his duly authorized representative shall submit his claim under the Plan in writing to the Committee. The Claimant may include documents, records or other information relating to the claim for review by the Committee in connection with such claim.
(2)
Claim Decision. The Committee shall review the Claimants claim (including any documents, records or other information submitted with such claim) and determine whether such claim shall be approved or denied in accordance with the Plan.
Upon receipt of a claim, the Committee shall advise the Claimant that a claim decision shall be forthcoming within ninety (90) days and shall, in fact, deliver such claim decision within such period. The Committee may, however, extend the claim decision period for an additional ninety (90) days for special circumstances. If the Committee extends the claim decision period, the Committee shall provide the Claimant with written notice of such extension prior to the end of the initial ninety (90) day period. The extension notice shall indicate the special circumstances requiring the extension of time and the date by which the Committee expects to render a claim decision.
If the claim is denied in whole or in part, the Committee shall inform the Claimant in writing, using language calculated to be understood by the Claimant, setting forth: (i) the specified reason or reasons for such denial; (ii) references to the specific provisions of this Plan on which such denial is based; (iii) a description of any additional material or information necessary for the Claimant to perfect his claim and an explanation of why such material or such information is necessary; and (iv) a description of the Plans procedures for review and the time limits applicable to such procedures, including a statement of the Claimants right to bring a civil action under Section 502(a) of ERISA following a denial of the review of the denial of the claim.
The Claimant may request a review of any denial of the claim in writing to the Committee within sixty (60) days after receipt of the Committees notice of denial of claim. The Claimants failure to appeal the denial of the claim by the Committee in writing within the sixty (60) day period shall render the Committees determination final, binding, and conclusive.
(3)
Request for Review. With sixty (60) days after the receipt by the Claimant of the denial of the claim described above, the Claimant may request in writing a review the determination of the Compensation Committee. Such review shall be completed by the Compensation Committee. Such request must be addressed to the Committee, at Sempra Energys then principal place of business.
The Claimant shall be afforded the opportunity to submit written comments, documents, records, and other information relating to the claim, and the Claimant shall be provided, upon request and free of charge, reasonable access to all documents, records, and other information relevant to the Claimants claim. A document, record or other information shall be considered relevant to the claim, as provided in Department of Labor Regulation Section 2560.503-1(m)(8). The review by the Committee shall take into account all comments, documents, records, and other information submitted by the Claimant, without regard to whether such information was submitted or considered in the Committees initial determination with respect to the claim.
The Committee shall advise the Claimant in writing of the Committees determination of the review within sixty (60) days of the Claimants written request for review, unless special circumstances (such as a hearing) would make the rendering of a determination within the sixty (60) day period infeasible, but in no event shall the Committee render a determination regarding the denial of a claim later than one hundred twenty (120) days after its receipt of a request for review. If an extension of time for review is required because of special circumstances, written notice of the extension shall be furnished to the Claimant prior to the date the extension period commences. The extension notice shall indicate the special circumstances requiring the extension of time and the date by which the Committee expects to render a review decision.
(4)
Review of Decision. The Committee shall inform the Claimant in writing, in a manner calculated to be understood by the Claimant, the decision on the review of the denial of the claim, setting forth: (i) the specific reasons for the decision, (ii) if the claim is denied, reference to the specific Plan provisions on which the denial of the claim is based; (iii) a statement that the Claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant to the Claimants claim (and a document, record or other information shall be considered relevant to the benefits claim, as provided in Department of Labor Regulation Section 2560.503-1(m)(8)); and (iv) a statement describing Claimants right to bring an action under Section 502(a) of ERISA.
ARTICLE V
SECTION 409A OF THE CODE
5.1
Compliance with Section 409A of the Code.
(1)
Plan Interpretation and Administration. This Plan shall be interpreted, construed and administered in a manner that satisfies the requirements of Sections 409A(a)(2), (3) and (4) of the Code and the Treasury Regulations thereunder (subject to the transitional relief under Internal Revenue Service Notice 2005-1, the Proposed Regulations under Section 409A of the Code, Internal Revenue Service Notice 2006-79, Internal Revenue Service Notice 2007-78, Internal Revenue Service Notice 2007-86 and other applicable authority issued by the Internal Revenue Service). As provided in Internal Revenue Notice 2007-86, notwithstanding any other provision of this Plan, with respect to an election or amendment to change a time and form of payment under the Plan made on or after January 1, 2008 and on or before December 31, 2008, the election or amendment shall apply only to amounts that would not otherwise be payable in 2008 and shall not cause an amount to be paid in 2008 that would not otherwise be payable in 2008.
(2)
Premium Payment for Specified Employees. In the case of a Participant who is a Specified Employee on the date of such Participants Separation from Service, the premium payment under Section 3.2 with respect to such Participant (if any) shall not be made before the date which is six months after the date of such Participants Separation from Service in accordance with Section 409A(a)(2)(B)(i) of the Code and the Treasury Regulations thereunder. Any premium payment under Section 3.2 with respect to such Participant that otherwise would have been made during the first six months following the date of such Participants Separation from Service shall be accumulated (without interest) and paid on the first day of the seventh month following the date of such Participants Separation from Service; provided, however, that such premium shall not be paid in the event of such Participants death prior to the first day of the seventh month following the date of such Participants Separation from Service.
(3)
Prohibition of Acceleration of Premiums. The time of payment of any payment of the premium with respect to a Participant under Section 3.2 shall not be subject to acceleration, except as provided under Treasury Regulations promulgated in accordance with Section 409A(a)(3) of the Code.
5.2
Short-Term Deferral Exemption. The premium payments under Section 3.1 with respect to a Participant are intended to be short-term deferrals under Treasury Regulation Section 1.409A-1(b)(4) and exempt from Section 409A of the Code. The premium payments under Section 3.1 with respect to a Participant shall be made on or before the last day of the applicable 2 ½ month period, as defined in Treasury Regulation Section 1.409A-1(b)(4).
ARTICLE VI
MISCELLANEOUS
6.1
Amendment and Termination. This Plan may be amended or terminated, in whole or in part, at any time by written action of the Board, or the Compensation Committee of the Board, in its discretion; provided that any amendment or termination that materially and adversely affects any payments under Article III at the time of such amendment or termination must be consented to in writing by any Participant so affected before it shall have any effect as to that Participant. Notwithstanding the foregoing, the Board, or the Compensation Committee of the Board, may terminate the Plan without the Participants consent, provided that (i) such Plan termination is treated for purposes of this Plan as a Separation from Service of all Participants (assuming that each had obtained age 62 with five Years of Service, regardless of whether such requirements were actually met), (ii) the Company pays the premium, if any, required by Section 3.2, and (iii) such termination of the Plan and the payment of such premiums comply with Section 409A of the Code and the Treasury Regulations thereunder.
6.2
Binding Effect. This Plan shall bind the Participant and the Company and their beneficiaries, survivors, executors, administrators, and transferees.
6.3
No Guarantee of Employment. This Plan is not an employment policy or contract. It does not give the Participant the right to remain an employee of the Company, nor does it interfere with the Companys right to discharge the Participant, with or without cause. If also does not require the Participant to remain an employee nor interfere with the Participants right to terminate employment at any time.
6.4
Applicable Law. This Plan and all rights hereunder shall be governed by the internal laws of the State of California without regard to its conflict of laws provisions, except to the extent preempted by the laws of the United States of America.
6.5
Non-Transferability.
(1)
Prior to the Participants termination of employment, benefits under this Plan cannot be sold, transferred, or assigned and the Participant cannot withdraw the cash surrender value of the policy.
(2)
The previous sentence shall not in any way limit or prohibit the right of a Participant to transfer ownership of the life insurance policy described in this Plan to a trust for which the Participant is the grantor.
6.6
Named Fiduciary. The Company shall be the named fiduciary and plan administrator under this Plan. The named fiduciary may delegate to others certain aspects of the management and operation responsibilities of the plan including the employment of advisors and the delegation of ministerial duties to qualified individuals.
IN WITNESS WHEREOF, the Company has executed this amendment and restatement of the Plan as of November 12, 2012.
SEMPRA ENERGY |
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By: ______________________________ |
G. Joyce Rowland |
Sr. Vice President, Human Resources, Diversity and Inclusion |
EXHIBIT 12.1 | ||||||||||||||||
SEMPRA ENERGY | ||||||||||||||||
COMPUTATION OF RATIO OF EARNINGS TO COMBINED FIXED CHARGES | ||||||||||||||||
AND PREFERRED STOCK DIVIDENDS | ||||||||||||||||
(Dollars in millions) | ||||||||||||||||
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| 2008 |
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| 2009 |
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| 2010 |
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| 2011 |
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| 2012 | |
Fixed charges and preferred stock dividends: |
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Interest |
| $ | 353 |
| $ | 455 |
| $ | 492 |
| $ | 549 |
| $ | 601 | |
Interest portion of annual rentals |
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| 3 |
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| 2 |
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| 3 |
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| 2 |
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| 2 | |
Preferred dividends of subsidiaries (1) |
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| 13 |
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| 13 |
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| 11 |
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| 10 |
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| 6 | |
Total fixed charges |
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| 369 |
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| 470 |
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| 506 |
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| 561 |
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| 609 | |
Preferred dividends for purpose of ratio |
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| - |
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| - |
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| - |
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| - |
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| - | |
Total fixed charges and preferred dividends for purpose of ratio |
| $ | 369 |
| $ | 470 |
| $ | 506 |
| $ | 561 |
| $ | 609 | |
Earnings: |
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Pretax income from continuing operations before adjustment for income or loss from equity investees |
| $ | 1,009 |
| $ | 977 |
| $ | 1,078 |
| $ | 1,747 |
| $ | 1,255 | |
Add: |
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Total fixed charges (from above) |
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| 369 |
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| 470 |
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| 506 |
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| 561 |
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| 609 | |
Distributed income of equity investees |
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| 133 |
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| 493 |
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| 260 |
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| 96 |
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| 50 | |
Less: |
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Interest capitalized |
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| 100 |
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| 73 |
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| 74 |
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| 27 |
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| 53 | |
Preferred dividends of subsidiaries (1) |
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| 10 |
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| 13 |
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| 11 |
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| 10 |
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| 6 | |
Total earnings for purpose of ratio |
| $ | 1,401 |
| $ | 1,854 |
| $ | 1,759 |
| $ | 2,367 |
| $ | 1,855 | |
Ratio of earnings to combined fixed charges and preferred stock dividends |
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| 3.80 |
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| 3.94 |
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| 3.48 |
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| 4.22 |
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| 3.05 | |
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Ratio of earnings to fixed charges |
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| 3.80 |
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| 3.94 |
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| 3.48 |
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| 4.22 |
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| 3.05 | |
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(1) | In computing this ratio, Preferred dividends of subsidiaries represents the before-tax earnings necessary to pay such dividends, computed at the effective tax rates for the applicable periods. |
EXHIBIT 12.2 | |||||||||||||||||
SAN DIEGO GAS & ELECTRIC COMPANY | |||||||||||||||||
COMPUTATION OF RATIO OF EARNINGS TO COMBINED FIXED CHARGES | |||||||||||||||||
AND PREFERRED STOCK DIVIDENDS | |||||||||||||||||
(Dollars in millions) | |||||||||||||||||
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| 2008 |
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| 2009 |
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| 2010 |
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| 2011 |
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| 2012 |
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Fixed Charges and Preferred Stock Dividends: |
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Interest |
| $ | 107 |
| $ | 118 |
| $ | 153 |
| $ | 193 |
| $ | 220 |
| |
Interest portion of annual rentals |
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| 1 |
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| 1 |
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| 1 |
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| 1 |
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| 1 |
| |
Total fixed charges |
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| 108 |
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| 119 |
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| 154 |
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| 194 |
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| 221 |
| |
Preferred stock dividends (1) |
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| 7 |
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| 7 |
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| 7 |
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| 7 |
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| 7 |
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Combined fixed charges and preferred stock dividends for purpose of ratio |
| $ | 115 |
| $ | 126 |
| $ | 161 |
| $ | 201 |
| $ | 228 |
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Earnings: |
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Pretax income from continuing operations |
| $ | 451 |
| $ | 550 |
| $ | 531 |
| $ | 692 |
| $ | 705 |
| |
Total fixed charges (from above) |
|
| 108 |
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| 119 |
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| 154 |
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| 194 |
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| 221 |
| |
Less: Interest capitalized |
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| 13 |
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| 4 |
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| 1 |
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| 1 |
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| - |
| |
Total earnings for purpose of ratio |
| $ | 546 |
| $ | 665 |
| $ | 684 |
| $ | 885 |
| $ | 926 |
| |
Ratio of earnings to combined fixed charges and preferred stock dividends |
|
| 4.75 |
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| 5.28 |
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| 4.25 |
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| 4.40 |
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| 4.06 |
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Ratio of earnings to fixed charges |
|
| 5.06 |
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| 5.59 |
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| 4.44 |
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| 4.56 |
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| 4.19 |
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(1) | In computing this ratio, Preferred stock dividends represents the before-tax earnings necessary to pay such dividends, computed at the effective tax rates for the applicable periods. |
EXHIBIT 12.3 | |||||||||||||||||
SOUTHERN CALIFORNIA GAS COMPANY | |||||||||||||||||
COMPUTATION OF RATIO OF EARNINGS TO COMBINED FIXED CHARGES | |||||||||||||||||
AND PREFERRED STOCK DIVIDENDS | |||||||||||||||||
(Dollars in millions) | |||||||||||||||||
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| 2008 |
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| 2009 |
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| 2010 |
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| 2011 |
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| 2012 |
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Fixed Charges: |
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| |
Interest |
| $ | 65 |
| $ | 74 |
| $ | 72 |
| $ | 77 |
| $ | 77 |
| |
Interest portion of annual rentals |
|
| 2 |
|
| 1 |
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| 2 |
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| 1 |
|
| 1 |
| |
Total fixed charges |
|
| 67 |
|
| 75 |
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| 74 |
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| 78 |
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| 78 |
| |
Preferred stock dividends (1) |
|
| 2 |
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| 2 |
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| 2 |
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| 2 |
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| 2 |
| |
Combined fixed charges and preferred stock dividends for purpose of ratio |
| $ | 69 |
| $ | 77 |
| $ | 76 |
| $ | 80 |
| $ | 80 |
| |
Earnings: |
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|
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|
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|
| |
Pretax income from continuing operations |
| $ | 385 |
| $ | 418 |
| $ | 463 |
| $ | 431 |
| $ | 369 |
| |
Add: Total fixed charges (from above) |
|
| 67 |
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| 75 |
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| 74 |
|
| 78 |
|
| 78 |
| |
Less: Interest capitalized |
|
| - |
|
| 1 |
|
| 1 |
|
| 1 |
|
| 1 |
| |
Total earnings for purpose of ratio |
| $ | 452 |
| $ | 492 |
| $ | 536 |
| $ | 508 |
| $ | 446 |
| |
Ratio of earnings to combined fixed charges and preferred stock dividends |
|
| 6.55 |
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| 6.39 |
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| 7.05 |
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| 6.35 |
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| 5.58 |
| |
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Ratio of earnings to fixed charges |
|
| 6.75 |
|
| 6.56 |
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| 7.24 |
|
| 6.51 |
|
| 5.72 |
| |
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(1) | In computing this ratio, Preferred stock dividends represents the before-tax earnings necessary to pay such dividends, computed at the effective tax rates for the applicable periods. |
Exhibit 21.1
Sempra Energy
Schedule of Certain Subsidiaries
at December 31, 2012
| State of Incorporation or Other Jurisdiction |
AEI Asosiacion en Participacion | Peru |
Enova Corporation | California |
Luz del Sur S.A.A. | Peru |
Pacific Enterprises | California |
Pacific Enterprises International | California |
San Diego Gas & Electric Company | California |
Sempra Energy International | California |
Sempra Energy Holdings III B.V. | Netherlands |
Sempra Energy Holdings VIII B.V. | Netherlands |
Sempra Energy Holdings XI B.V. | Netherlands |
Sempra Energy International Holdings N.V. | Netherlands |
Sempra Global | Delaware |
Sempra Mexico, S. de R.L. de C.V. | Mexico |
Southern California Gas Company | California |
EXHIBIT 31.1
CERTIFICATION
I, Debra L. Reed, certify that:
1.
I have reviewed this report on Form 10-K of Sempra Energy;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13(a)-15(f) and 15d-15(f)) for the registrant and have:
a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report, based on such evaluation; and
d)
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
February 26, 2013
/S/ Debra L. Reed |
Debra L. Reed |
Chief Executive Officer |
EXHIBIT 31.2
CERTIFICATION
I, Joseph A. Householder, certify that:
1.
I have reviewed this report on Form 10-K of Sempra Energy;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13(a)-15(f) and 15d-15(f)) for the registrant and have:
a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report, based on such evaluation; and
d)
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
February 26, 2013
/S/ Joseph A. Householder |
Joseph A. Householder |
Chief Financial Officer |
EXHIBIT 31.3
CERTIFICATION
I, Jessie J. Knight, Jr., certify that:
1.
I have reviewed this report on Form 10-K of San Diego Gas & Electric Company;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13(a)-15(f) and 15d-15(f)) for the registrant and have:
a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report, based on such evaluation; and
d)
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
February 26, 2013
/S/ Jessie J. Knight, Jr. |
Jessie J. Knight, Jr. |
Chief Executive Officer |
EXHIBIT 31.4
CERTIFICATION
I, Robert M. Schlax, certify that:
1.
I have reviewed this report on Form 10-K of San Diego Gas & Electric Company;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13(a)-15(f) and 15d-15(f)) for the registrant and have:
a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report, based on such evaluation; and
d)
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
February 26, 2013
/S/ Robert M. Schlax |
Robert M. Schlax |
Chief Financial Officer |
EXHIBIT 31.5
CERTIFICATION
I, Anne S. Smith, certify that:
1.
I have reviewed this report on Form 10-K of Southern California Gas Company;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13(a)-15(f) and 15d-15(f)) for the registrant and have:
a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report, based on such evaluation; and
d)
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
February 26, 2013
/S/ Anne S. Smith |
Anne S. Smith |
Chief Executive Officer |
EXHIBIT 31.6
CERTIFICATION
I, Robert M. Schlax, certify that:
1.
I have reviewed this report on Form 10-K of Southern California Gas Company;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13(a)-15(f) and 15d-15(f)) for the registrant and have:
a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report, based on such evaluation; and
d)
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
February 26, 2013
/S/ Robert M. Schlax |
Robert M. Schlax |
Chief Financial Officer |
Exhibit 32.1
Statement of Chief Executive Officer
Pursuant to 18 U.S.C. Sec 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned Chief Executive Officer of Sempra Energy (the "Company") certifies that:
(i)
the Annual Report on Form 10-K of the Company filed with the Securities and Exchange Commission for the year ended December 31, 2012 (the "Annual Report") fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and
(ii)
the information contained in the Annual Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
February 26, 2013
/S/ Debra L. Reed |
Debra L. Reed |
Chief Executive Officer |
Exhibit 32.2
Statement of Chief Financial Officer
Pursuant to 18 U.S.C. Sec 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned Chief Financial Officer of Sempra Energy (the "Company") certifies that:
(i)
the Annual Report on Form 10-K of the Company filed with the Securities and Exchange Commission for the year ended December 31, 2012 (the "Annual Report") fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and
(ii)
the information contained in the Annual Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
February 26, 2013
Exhibit 32.3
Statement of Chief Executive Officer
Pursuant to 18 U.S.C. Sec 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned Chief Executive Officer of San Diego Gas & Electric Company (the "Company") certifies that:
(i)
the Annual Report on Form 10-K of the Company filed with the Securities and Exchange Commission for the year ended December 31, 2012 (the "Annual Report") fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and
(ii)
the information contained in the Annual Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
February 26, 2013
/S/ Jessie J. Knight, Jr. |
Jessie J. Knight, Jr. |
Chief Executive Officer |
Exhibit 32.4
Statement of Chief Financial Officer
Pursuant to 18 U.S.C. Sec 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned Chief Financial Officer of San Diego Gas & Electric Company (the "Company") certifies that:
(i)
the Annual Report on Form 10-K of the Company filed with the Securities and Exchange Commission for the year ended December 31, 2012 (the "Annual Report") fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and
(ii)
the information contained in the Annual Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
February 26, 2013
/S/ Robert M. Schlax |
Robert M. Schlax |
Chief Financial Officer |
Exhibit 32.5
Statement of Chief Executive Officer
Pursuant to 18 U.S.C. Sec 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned Chief Executive Officer of Southern California Gas Company (the "Company") certifies that:
(i)
the Annual Report on Form 10-K of the Company filed with the Securities and Exchange Commission for the year ended December 31, 2012 (the "Annual Report") fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and
(ii)
the information contained in the Annual Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
February 26, 2013
/S/ Anne S. Smith |
Anne S. Smith |
Chief Executive Officer |
Exhibit 32.6
Statement of Chief Financial Officer
Pursuant to 18 U.S.C. Sec 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned Chief Financial Officer of Southern California Gas Company (the "Company") certifies that:
(i)
the Annual Report on Form 10-K of the Company filed with the Securities and Exchange Commission for the year ended December 31, 2012 (the "Annual Report") fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and
(ii)
the information contained in the Annual Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
February 26, 2013
/S/ Robert M. Schlax |
Robert M. Schlax |
Chief Financial Officer |
Exhibit 13.1 | ||||
SEMPRA ENERGY FINANCIAL REPORT
TABLE OF CONTENTS
|
||||
Page
|
||||
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
||||
Our Business
|
2
|
|||
Executive Summary
|
9
|
|||
Business Strategy
|
9
|
|||
Key Events and Issues in 2012
|
9
|
|||
Results of Operations
|
10
|
|||
Overall Results of Operations of Sempra Energy and Factors Affecting the Results
|
10
|
|||
Segment Results
|
12
|
|||
Changes in Revenues, Costs and Earnings
|
17
|
|||
Transactions with Affiliates
|
35
|
|||
Book Value Per Share
|
35
|
|||
Capital Resources and Liquidity
|
35
|
|||
Overview
|
35
|
|||
Cash Flows from Operating Activities
|
39
|
|||
Cash Flows from Investing Activities
|
41
|
|||
Cash Flows from Financing Activities
|
46
|
|||
Credit Ratings
|
52
|
|||
Factors Influencing Future Performance
|
53
|
|||
Sempra Energy Overview
|
53
|
|||
California Utilities | 56 | |||
Other Sempra Energy Matters | 58 | |||
Financial Derivatives Reforms
|
58
|
|||
Litigation
|
58
|
|||
California Utilities – Industry Developments and Capital Projects
|
58
|
|||
Sempra International and Sempra U.S. Gas & Power Investments
|
58
|
|||
Market Risk
|
60
|
|||
Critical Accounting Policies and Estimates, and Key Noncash Performance Indicators
|
64
|
|||
New Accounting Standards
|
70
|
|||
Information Regarding Forward-Looking Statements
|
71
|
|||
Common Stock Data
|
72
|
|||
Performance Graph – Comparative Total Shareholder Returns
|
73
|
|||
Five-Year Summaries
|
74
|
|||
Controls and Procedures
|
||||
Evaluation of Disclosure Controls and Procedures
|
76
|
|||
Management’s Report on Internal Control over Financial Reporting
|
76
|
|||
Changes In and Disagreements With Accountants on Accounting and Financial Disclosure
|
76
|
|||
Reports of Independent Registered Public Accounting Firm
|
77
|
|||
Consolidated Financial Statements
|
||||
Sempra Energy
|
83
|
|||
San Diego Gas & Electric Company
|
91
|
|||
Southern California Gas Company
|
98
|
|||
Notes to Consolidated Financial Statements
|
104
|
|||
Glossary
|
224
|
|||
This Financial Report is a combined report for the following separate companies (each a separate Securities and Exchange Commission registrant):
|
||||
Sempra Energy
|
San Diego Gas & Electric Company
|
Southern California Gas Company
|
§
|
A description of our business
|
§
|
An executive summary
|
§
|
A discussion and analysis of our operating results for 2010 through 2012
|
§
|
Information about our capital resources and liquidity
|
§
|
Major factors expected to influence our future operating results
|
§
|
A discussion of market risk affecting our businesses
|
§
|
A table of accounting policies that we consider critical to our financial condition and results of operations
|
§
|
Sempra Energy and its consolidated entities
|
§
|
SDG&E
|
§
|
SoCalGas
|
CALIFORNIA UTILITIES
|
||
MARKET
|
SERVICE TERRITORY
|
|
SAN DIEGO GAS & ELECTRIC COMPANY (SDG&E)
A regulated public utility; infrastructure supports electric generation, transmission and distribution, and natural gas distribution
|
§ Provides electricity to 3.4 million consumers (1.4 million meters)
§ Provides natural gas to 3.1 million consumers (860,000 meters)
|
Serves the county of San Diego, California and an adjacent portion of southern Orange County covering 4,100 square miles
|
SOUTHERN CALIFORNIA GAS COMPANY (SOCALGAS)
A regulated public utility; infrastructure supports natural gas distribution, transmission and storage
|
§ Residential, commercial, industrial, utility electric generation and wholesale customers
§ Covers a population of 21.1 million (5.8 million meters)
|
Southern California and portions of central California (excluding San Diego County, the city of Long Beach and the desert area of San Bernardino County) covering 20,000 square miles
|
SEMPRA INTERNATIONAL
|
||
MARKET
|
GEOGRAPHIC REGION
|
|
SEMPRA SOUTH AMERICAN UTILITIES
Infrastructure supports electric transmission and distribution
|
§ Provides electricity to approximately 620,000 customers in Chile and more than 950,000 customers in Peru
|
§ Chile
§ Peru
|
SEMPRA MEXICO
Develops, owns and operates, or holds interests in:
§ natural gas transmission pipelines and propane and ethane systems
§ a natural gas distribution utility
§ electric generation facilities, including wind
§ a terminal for the importation of liquefied natural gas (LNG)
§ marketing operations for the purchase of LNG and the purchase and sale of natural gas
|
§ Natural gas
§ Wholesale electricity
§ Liquefied natural gas
|
§ Mexico
|
SEMPRA U.S. GAS & POWER
|
||
MARKET
|
GEOGRAPHIC REGION
|
|
SEMPRA RENEWABLES
Develops, owns, operates, or holds interests in renewable energy generation projects
|
§ Wholesale electricity
|
§ U.S.A.
|
SEMPRA NATURAL GAS
Develops, owns and operates, or holds interests in:
§ a natural gas-fired electric generation plant
§ natural gas pipelines and storage facilities
§ natural gas distribution utilities
§ a terminal in the U.S. for the importation and export of LNG and sale of natural gas
§ marketing operations
|
§ Wholesale electricity
§ Natural gas
§ Liquefied natural gas
|
§ U.S.A.
|
SEMPRA RENEWABLES OPERATING FACILITIES
|
||||||
Capacity in Megawatts (MW) at December 31, 2012
|
||||||
Name
|
Generating Capacity
|
First
In Service
|
Location
|
|||
Fowler Ridge 2 Wind Farm (50% owned)
|
100
|
(1)
|
2009
|
Benton County, Indiana
|
||
Copper Mountain Solar 1
|
58
|
(2)
|
2010
|
Boulder City, Nevada
|
||
Cedar Creek 2 Wind Farm (50% owned)
|
125
|
(1)
|
2011
|
New Raymer, Colorado
|
||
Mesquite Solar 1
|
42/108
|
(3)
|
2011/2012
|
Arlington, Arizona
|
||
Copper Mountain Solar 2
|
92
|
2012
|
Boulder City, Nevada
|
|||
Flat Ridge 2 Wind Farm (50% owned)
|
235
|
(1)
|
2012
|
Wichita, Kansas
|
||
Mehoopany Wind Farm (50% owned)
|
71
|
(1)
|
2012
|
Wyoming County, Pennsylvania
|
||
Auwahi Wind (50% owned)
|
11
|
(1)
|
2012
|
Maui, Hawaii
|
||
Total MW in operation
|
842
|
|||||
(1)
|
Sempra Renewables’ share. We account for our interests in these facilities as equity method investments.
|
|||||
(2)
|
Includes the 10-MW facility previously referred to as El Dorado Solar, which was first placed in service in 2008.
|
|||||
(3)
|
Represents the portion of the project that was completed in the year indicated.
|
§
|
U.S. utilities
|
§
|
South American utilities and Mexican midstream
|
§
|
U.S. natural gas midstream and renewables
|
§
|
In June 2012, SDG&E completed the construction of and placed in service the Sunrise Powerlink electric transmission line (206).
|
§
|
During 2012, Sempra Renewables installed a total generating capacity of 832 MW at Mesquite Solar 1, Flat Ridge 2 Wind Farm, Mehoopany Wind Farm, Auwahi Wind Farm and the first phase of Copper Mountain Solar 2, of which 517 MW represents our share based on ownership interest (6).
|
§
|
Sempra Natural Gas executed commercial development agreements with three project participants to develop a natural gas liquefaction export facility at its Cameron LNG terminal (55).
|
o
|
In January 2012, the Department of Energy (DOE) approved Cameron LNG’s application for a license to export LNG to Free Trade Agreement (FTA) countries.
|
o
|
In December 2012, we filed our formal FERC permit application.
|
§
|
In October 2012, Sempra Mexico was awarded two contracts by the CFE to build and operate an approximately $1 billion, 500-mile natural gas pipeline network in northern Mexico (59).
|
§
|
Both SDG&E and SoCalGas have their 2012 General Rate Case (GRC) applications pending at the CPUC. The retroactive impact on 2012 of the final decisions, which are expected in the first half of 2013, will be recorded when the decisions are issued (56).
|
§
|
In January and February 2012, Units 3 and 2 of SONGS, respectively, were shut down and remain offline due to a water leak and the detection of excessive wear resulting from tube-to-tube contact (200).
|
§
|
In December 2012, the CPUC issued a final decision in SDG&E’s and SoCalGas’ cost of capital proceeding (196).
|
§
|
In December 2012, the CPUC issued a final decision in the California Utilities’ request for a cost recovery framework for the future recovery of wildfire-related expenses for claims and litigation expenses and insurance premiums that are in excess of amounts authorized by the CPUC. SDG&E intends to pursue recovery of such costs in a future application to the CPUC, and continues to assess the potential for recovery of these costs in rates (204).
|
§
|
SDG&E continues to settle claims related to the 2007 California wildfire litigation; however, a substantial number of unresolved claims against SDG&E remain (205).
|
§
|
We recorded $239 million in after-tax noncash impairment charges in 2012 to write down our investment in Rockies Express (136).
|
§
|
Overall results of our operations and factors affecting those results
|
§
|
Our segment results
|
§
|
Significant changes in revenues, costs and earnings between periods
|
OVERALL OPERATIONS OF SEMPRA ENERGY FROM 2008 TO 2012
|
(Dollars and shares in millions, except per share amounts)
|
§
|
a $277 million gain resulting from the remeasurement of our equity method investments at our South American Utilities segment related to its acquisition of additional interests in Chilquinta Energía and Luz del Sur in April 2011;
|
§
|
$239 million in noncash impairment charges in 2012 to write down our investment in Rockies Express, partially offset by a $25 million income tax make-whole payment received from Kinder Morgan; and
|
§
|
lower earnings at Sempra Natural Gas and Sempra Mexico in 2012 compared to 2011 primarily due to the end of the DWR contract in September 2011; offset by
|
§
|
improved results at the California Utilities, Sempra Renewables and Parent and Other.
|
§
|
the remeasurement gain in 2011 ($1.15 per share);
|
§
|
the Rockies Express investment write-down in 2012 ($0.97 per share); and
|
§
|
an increase in the number of shares outstanding ($0.08 per share); offset by
|
§
|
the income tax make-whole payment received from Kinder Morgan in 2012 ($0.10 per share); and
|
§
|
a small increase in earnings (excluding the impacts of the 2011 remeasurement gain, and the Rockies Express investment write-down and income tax make-whole payment received in 2012).
|
§
|
a gain of $277 million resulting from the remeasurement of our equity method investments at Sempra South American Utilities related to its acquisition of additional interests in Chilquinta Energía and Luz del Sur;
|
§
|
a $139 million write-down in 2010 of our investment in RBS Sempra Commodities;
|
§
|
$93 million litigation expense in 2010 related to an agreement to settle certain energy crisis litigation ($87 million at Sempra Natural Gas and $6 million at Parent and Other), as we discuss in Note 15 of the Notes to Consolidated Financial Statements;
|
§
|
higher earnings at SDG&E and Sempra Mexico; and
|
§
|
higher earnings at Sempra South American Utilities primarily related to the acquisition of additional interests in Chilquinta Energía and Luz del Sur; offset by
|
§
|
lower earnings at Sempra Natural Gas (excluding the energy crisis litigation expense) in 2011 compared to 2010, primarily due to the expiration of the DWR contract; and
|
§
|
higher losses at Parent and Other (excluding the investment write-down and energy crisis litigation expense in 2010).
|
§
|
the remeasurement gain in 2011 ($1.15 per share);
|
§
|
the investment write-down in 2010 ($0.56 per share);
|
§
|
the settlement-related litigation expense in 2010 ($0.38 per share);
|
§
|
higher earnings (excluding the impacts of the 2011 remeasurement gain and the investment write-down and litigation settlement charge in 2010); and
|
§
|
a decrease in the number of shares outstanding primarily as a result of our $500 million share repurchase program initiated in September 2010 and completed in March 2011.
|
SEMPRA ENERGY EARNINGS (LOSSES) BY SEGMENT 2010-2012
|
|||||||||||||
(Dollars in millions)
|
|||||||||||||
Years ended December 31,
|
|||||||||||||
2012
|
2011
|
2010
|
|||||||||||
California Utilities:
|
|||||||||||||
SDG&E(1)
|
$
|
484
|
56
|
%
|
$
|
431
|
32
|
%
|
$
|
369
|
52
|
%
|
|
SoCalGas(1)
|
289
|
34
|
287
|
22
|
286
|
40
|
|||||||
Sempra International:
|
|||||||||||||
Sempra South American Utilities
|
164
|
19
|
425
|
32
|
69
|
10
|
|||||||
Sempra Mexico
|
157
|
18
|
192
|
14
|
116
|
17
|
|||||||
Sempra U.S. Gas & Power:
|
|||||||||||||
Sempra Renewables
|
61
|
7
|
7
|
1
|
9
|
1
|
|||||||
Sempra Natural Gas
|
(241)
|
(28)
|
115
|
9
|
71
|
10
|
|||||||
Parent and other(2)
|
(55)
|
(6)
|
(126)
|
(10)
|
(211)
|
(30)
|
|||||||
Earnings
|
$
|
859
|
100
|
%
|
$
|
1,331
|
100
|
%
|
$
|
709
|
100
|
%
|
|
(1)
|
After preferred dividends.
|
||||||||||||
(2)
|
Includes after-tax interest expense ($150 million in 2012, $138 million in 2011 and $144 million in 2010), results from our former Sempra Commodities segment, intercompany eliminations recorded in consolidation and certain other corporate costs.
|
EARNINGS BY SEGMENT – CALIFORNIA UTILITIES
|
(Dollars in millions)
|
§
|
$484 million in 2012 ($489 million before preferred dividends)
|
§
|
$431 million in 2011 ($436 million before preferred dividends)
|
§
|
$369 million in 2010 ($374 million before preferred dividends)
|
§
|
$52 million reduction in 2012 income tax expense primarily due to a change in the income tax treatment of certain repairs expenditures that are capitalized for financial statement purposes for 2011 and 2012, as we discuss below in “Income Taxes;”
|
§
|
$33 million higher earnings related to Sunrise Powerlink;
|
§
|
$13 million higher earnings for Desert Star in 2012, which was acquired in October 2011;
|
§
|
$11 million higher electric transmission margin (excluding Sunrise Powerlink);
|
§
|
$8 million increase in allowance for funds used during construction (AFUDC) related to equity (excluding Sunrise Powerlink);
|
§
|
$7 million lower expense associated with the settlement of 2007 wildfire claims; and
|
§
|
$6 million for the recovery in 2012 of incremental costs incurred in prior years for the long-term storage of spent nuclear fuel; offset by
|
§
|
$28 million higher depreciation and operation and maintenance expenses related to CPUC-regulated operations (excluding insurance premiums for wildfire coverage, litigation and Desert Star) with no corresponding increase in the CPUC-authorized margin in 2012 due to the delay in the 2012 GRC decision;
|
§
|
$18 million unfavorable earnings impact due to higher revenues in 2011 associated with incremental wildfire insurance premiums (revenues in 2011 were for an 18-month period compared to a 12-month period in 2012, as we discuss in Note 14 of the Notes to Consolidated Financial Statements);
|
§
|
$18 million higher interest expense;
|
§
|
$6 million lower regulatory incentive awards; and
|
§
|
$5 million higher litigation expense.
|
§
|
$31 million increase in AFUDC related to equity, net of higher interest expense;
|
§
|
$28 million favorable earnings impact due to higher revenues associated with incremental wildfire insurance premiums. Revenues in 2011 were for an 18-month period compared to a 12-month period in 2010;
|
§
|
$13 million higher authorized margin for CPUC-regulated operations, net of higher depreciation and operation and maintenance expenses (excluding insurance premiums for wildfire coverage and litigation);
|
§
|
$7 million lower expenses associated with the settlement of 2007 wildfire claims; and
|
§
|
$5 million higher regulatory incentive awards; offset by
|
§
|
$10 million primarily from the favorable resolution of prior year’s tax matters in 2010; and
|
§
|
$8 million lower favorable resolution of litigation matters in 2011.
|
§
|
$289 million in 2012 ($290 million before preferred dividends)
|
§
|
$287 million in 2011 ($288 million before preferred dividends)
|
§
|
$286 million in 2010 ($287 million before preferred dividends)
|
§
|
$37 million from a lower effective tax rate, primarily due to a change in the income tax treatment of certain repairs expenditures that are capitalized for financial statement purposes, as we discuss below in “Income Taxes;” and
|
§
|
$6 million from an increase in AFUDC related to equity; offset by
|
§
|
$37 million increase in non-refundable operating expenses, primarily due to depreciation and expenses related to the Transmission Integrity Management Program (TIMP), with no corresponding increase in CPUC-authorized margin in 2012 due to the delay in the 2012 GRC decision; and
|
§
|
$2 million higher bad debt accruals.
|
§
|
$13 million due to the write-off of deferred tax assets in 2010 as a result of the change in U.S. tax law regarding the Medicare Part D subsidy;
|
§
|
$9 million higher authorized margin for CPUC-regulated operations, net of higher depreciation and operation and maintenance expenses; and
|
§
|
$3 million higher equity-related AFUDC, net of higher interest expense; offset by
|
§
|
$7 million lower regulatory incentive awards;
|
§
|
$7 million due to the favorable resolution of a legal matter in 2010; and
|
§
|
$6 million lower non-core natural gas storage revenue.
|
EARNINGS BY SEGMENT – SEMPRA INTERNATIONAL
|
(Dollars in millions)
|
§
|
$164 million in 2012
|
§
|
$425 million in 2011
|
§
|
$69 million in 2010
|
§
|
the $277 million gain related to the remeasurement of the Chilquinta Energía and Luz del Sur equity method investments in April 2011; and
|
§
|
$12 million earnings in 2011 from foreign currency rate effect mainly for a previously held U.S. dollar monetary position in Chile; offset by
|
§
|
$21 million higher earnings in 2012 due to the acquisition of additional interests in Chilquinta Energía and Luz del Sur in April 2011; and
|
§
|
$7 million higher earnings from operations in 2012 primarily attributable to an increase in customer base and higher consumption.
|
§
|
the $277 million gain related to the remeasurement of the Chilquinta Energía and Luz del Sur equity method investments;
|
§
|
$55 million higher earnings primarily related to the acquisition of additional interests in Chilquinta Energía and Luz del Sur in April 2011;
|
§
|
$44 million (pretax) write-down of our investment in Argentina in 2010, less a related income tax benefit of $15 million; and
|
§
|
$17 million higher earnings from foreign currency rate effect primarily for a previously held net U.S. dollar monetary position in Chile; offset by
|
§
|
$48 million (pretax) in proceeds received from a legal settlement in 2010, less a related income tax effect of $17 million.
|
§
|
$157 million in 2012
|
§
|
$192 million in 2011
|
§
|
$116 million in 2010
|
§
|
$43 million lower earnings at our Mexicali power plant in 2012 compared to 2011 primarily due to the expiration of the DWR contract in September 2011, which resulted in a change in the intercompany agreement with Sempra Natural Gas effective January 1, 2012. This decrease was partially offset by an increase in earnings from a prior year outage at the plant; and
|
§
|
$8 million income tax expense in 2012 compared to $12 million income tax benefit in 2011, primarily related to Mexican currency translation and inflation adjustments and to changes in tax valuation allowances, net of the effects of a Mexican peso income tax hedge; offset by
|
§
|
$22 million in improved operations primarily due to increased earnings from Sempra Mexico’s joint venture with PEMEX and from Sempra Mexico’s LNG operations; and
|
§
|
$4 million positive translation effect on Peso-denominated receivables.
|
§
|
$25 million higher earnings from gas power plant operations primarily due to scheduled plant maintenance at the Mexicali power plant and associated down time in 2010;
|
§
|
$13 million higher earnings from pipeline assets acquired in April 2010;
|
§
|
$9 million income tax benefit in 2011 compared to $19 million of income tax expense in 2010 related to Mexican currency translation and inflation adjustments, net of the effects of a Mexican peso income tax hedge in 2011; and
|
§
|
a $6 million release of a tax valuation allowance in Mexico.
|
EARNINGS (LOSSES) BY SEGMENT – SEMPRA U.S. GAS & POWER
|
(Dollars in millions)
|
§
|
$61 million in 2012
|
§
|
$7 million in 2011
|
§
|
$9 million in 2010
|
§
|
$35 million higher deferred income tax benefits as a result of increased investments in solar and wind generating assets in 2012;
|
§
|
$7 million higher production tax credits from our wind assets;
|
§
|
$6 million higher earnings attributable to our solar assets; and
|
§
|
$3 million higher interest income.
|
§
|
$5 million higher operating losses at our facilities and equity method investments; offset by
|
§
|
$4 million higher production tax credits in 2011.
|
§
|
$(241) million in 2012
|
§
|
$115 million in 2011
|
§
|
$71 million in 2010
|
§
|
$239 million write-down of our investment in Rockies Express in 2012;
|
§
|
$121 million lower earnings from natural gas power plant operations in 2012 compared to 2011 primarily from lower natural gas and power prices, including the impact from the end of the DWR contract as of September 30, 2011; and
|
§
|
$44 million lower earnings from LNG primarily due to lower natural gas prices, timing of cargo marketing operations and costs in 2012 related to the development of the Cameron liquefaction project; offset by
|
§
|
a $25 million payment received from Kinder Morgan due to tax impacts related to the sale of their interest in Rockies Express; and
|
§
|
$23 million operating losses in 2011 from the El Dorado power plant sold to SDG&E as of October 1, 2011.
|
§
|
$85 million decreased litigation expense primarily related to a 2010 agreement to settle energy crisis litigation, as we discuss in Note 15 of the Notes to Consolidated Financial Statements;
|
§
|
$17 million higher earnings from LNG operations, including from contractual counterparty obligations for non-delivery of cargoes and $18 million in gains in 2011 associated with marketing activities not expected to recur;
|
§
|
$10 million decreased gas power plant operation and maintenance expense primarily as a result of 2010 major maintenance at the Mesquite power plant, and from the sale of El Dorado to SDG&E as of October 1, 2011; and
|
§
|
$8 million higher earnings primarily related to natural gas optimization activities; offset by
|
§
|
$76 million lower earnings from gas power plant operations in 2011 compared to 2010 primarily due to the end of the DWR contract as of September 30, 2011, and less favorable pricing in 2011; and
|
§
|
$9 million higher mark-to-market losses on forward contracts from our gas power plant operations in 2011.
|
§
|
$55 million in 2012
|
§
|
$126 million in 2011
|
§
|
$211 million in 2010
|
§
|
$54 million income tax benefit primarily associated with the decision to hold life insurance contracts to term, as we discuss below in “Income Taxes;”
|
§
|
$20 million higher investment gains on dedicated assets in support of our executive retirement and deferred compensation plans, net of the increase in deferred compensation liability associated with the investments;
|
§
|
$15 million equity losses in 2011 from the RBS Sempra Commodities joint venture, including a $10 million write-down of the investment; and
|
§
|
higher earnings from foreign currency exchange effects mainly related to a Chilean holding company, and hedging transactions; offset by
|
§
|
$27 million lower income tax benefits, excluding the $54 million income tax benefit discussed above.
|
§
|
a $10 million write-down of our investment in the RBS Sempra Commodities joint venture in 2011 compared to a $139 million write-down in 2010; and
|
§
|
other joint venture related expenses in 2010, including transaction costs related to the sales within RBS Sempra Commodities and litigation expense; offset by
|
§
|
$5 million equity loss in 2011 from our former commodities-marketing businesses compared to equity earnings of $25 million in 2010; and
|
§
|
lower earnings from foreign currency exchange effects related to a Chilean holding company, and hedging transactions.
|
§
|
SDG&E
|
§
|
SoCalGas
|
§
|
Sempra Mexico’s Ecogas
|
§
|
Sempra Natural Gas’ Mobile Gas and Willmut Gas
|
§
|
SDG&E
|
§
|
Sempra South American Utilities’ Chilquinta Energía and Luz del Sur
|
UTILITIES REVENUES AND COST OF SALES 2010-2012
|
|||||||
(Dollars in millions)
|
|||||||
Years ended December 31,
|
|||||||
2012
|
2011
|
2010
|
|||||
Electric revenues:
|
|||||||
SDG&E
|
$
|
3,226
|
$
|
2,830
|
$
|
2,535
|
|
Sempra South American Utilities
|
1,349
|
1,009
|
―
|
||||
Eliminations and adjustments
|
(7)
|
(6)
|
(7)
|
||||
Total
|
4,568
|
3,833
|
2,528
|
||||
Natural gas revenues:
|
|||||||
SoCalGas
|
3,282
|
3,816
|
3,822
|
||||
SDG&E
|
468
|
543
|
514
|
||||
Sempra Mexico
|
75
|
91
|
94
|
||||
Sempra Natural Gas
|
96
|
93
|
106
|
||||
Eliminations and adjustments
|
(48)
|
(54)
|
(45)
|
||||
Total
|
3,873
|
4,489
|
4,491
|
||||
Total utilities revenues
|
$
|
8,441
|
$
|
8,322
|
$
|
7,019
|
|
Cost of electric fuel and purchased power:
|
|||||||
SDG&E
|
$
|
892
|
$
|
715
|
$
|
637
|
|
Sempra South American Utilities
|
868
|
682
|
―
|
||||
Total
|
$
|
1,760
|
$
|
1,397
|
$
|
637
|
|
Cost of natural gas:
|
|||||||
SoCalGas
|
$
|
1,074
|
$
|
1,568
|
$
|
1,699
|
|
SDG&E
|
151
|
226
|
217
|
||||
Sempra Mexico
|
45
|
63
|
67
|
||||
Sempra Natural Gas
|
25
|
27
|
44
|
||||
Eliminations and adjustments
|
(5)
|
(18)
|
(15)
|
||||
Total
|
$
|
1,290
|
$
|
1,866
|
$
|
2,012
|
§
|
$396 million increase at SDG&E, which we discuss below; and
|
§
|
$340 million increase at our South American utilities, primarily from the consolidation of Chilquinta Energía and Luz del Sur acquired in April 2011. In addition, electric revenues increased due to higher commodity prices and volume at Luz del Sur, offset by lower commodity prices at Chilquinta Energía.
|
§
|
$186 million increase at Chilquinta Energía and Luz del Sur associated with the higher revenues; and
|
§
|
$177 million increase at SDG&E, which we discuss below.
|
§
|
$1.0 billion from the consolidation of electric revenues of Chilquinta Energía and Luz del Sur acquired in April 2011; and
|
§
|
$295 million at SDG&E, which we discuss below.
|
§
|
$682 million from the consolidation of Chilquinta Energía and Luz del Sur acquired in April 2011; and
|
§
|
$78 million at SDG&E, which we discuss below.
|
§
|
$494 million and $75 million decreases in cost of natural gas sold at SoCalGas and SDG&E, respectively, from lower natural gas prices and volumes sold; and
|
§
|
$64 million lower recovery of the California Utilities’ costs associated with CPUC-authorized refundable programs, which revenues are fully offset in operation and maintenance expenses.
|
§
|
$131 million decrease in cost of natural gas sold at SoCalGas, which was caused primarily by lower natural gas prices, partially offset by higher volumes sold;
|
§
|
$13 million lower revenues at Sempra Natural Gas’ Mobile Gas utility; and
|
§
|
$12 million lower regulatory awards in 2011 at SoCalGas; offset by
|
§
|
$105 million higher recovery of the California Utilities’ costs associated with CPUC-authorized refundable programs, which revenues are fully offset in operation and maintenance expenses; and
|
§
|
$62 million higher authorized base margin at the California Utilities.
|
SDG&E
|
|||||||||
ELECTRIC DISTRIBUTION AND TRANSMISSION 2010-2012
|
|||||||||
(Volumes in millions of kilowatt-hours, dollars in millions)
|
|||||||||
2012
|
2011
|
2010
|
|||||||
Customer class
|
Volumes
|
Revenue
|
Volumes
|
Revenue
|
Volumes
|
Revenue
|
|||
Residential
|
7,587
|
$
|
1,242
|
7,374
|
$
|
1,215
|
7,304
|
$
|
1,039
|
Commercial
|
6,902
|
1,017
|
6,736
|
1,000
|
6,738
|
884
|
|||
Industrial
|
2,042
|
249
|
2,037
|
247
|
2,131
|
229
|
|||
Direct access
|
3,399
|
148
|
3,265
|
148
|
3,202
|
124
|
|||
Street and highway lighting
|
95
|
13
|
100
|
14
|
108
|
13
|
|||
20,025
|
2,669
|
19,512
|
2,624
|
19,483
|
2,289
|
||||
Other revenues
|
198
|
117
|
108
|
||||||
Balancing accounts
|
359
|
89
|
138
|
||||||
Total(1)
|
$
|
3,226
|
$
|
2,830
|
$
|
2,535
|
|||
(1) Includes sales to affiliates of $7 million in 2012, $6 million in 2011, and $7 million in 2010.
|
§
|
$177 million increase in cost of electric fuel and purchased power in 2012 including:
|
o
|
$100 million due to the incremental cost of renewable energy and other purchased power, and
|
o
|
$77 million due to the cost of power purchased to replace power scheduled to be generated and delivered to SDG&E from SONGS;
|
§
|
$130 million higher authorized revenues from electric transmission including:
|
o
|
$83 million from placing the Sunrise Powerlink transmission line in service in June 2012, and
|
o
|
$47 million from increased investment in other transmission assets;
|
§
|
$45 million higher authorized revenues from electric generation, primarily due to the acquisition of the Desert Star generation facility in October 2011;
|
§
|
$42 million higher recoverable expenses that are fully offset in operation and maintenance expenses; and
|
§
|
$21 million from advanced meter program costs; offset by
|
§
|
$22 million lower revenues associated with incremental wildfire insurance premiums; and
|
§
|
$10 million lower regulatory awards.
|
§
|
$81 million higher authorized base margin on electric generation and distribution, including $26 million due to the acquisition of the Desert Star generation facility on October 1, 2011;
|
§
|
$78 million increase in the cost of electric fuel and purchased power due to higher prices;
|
§
|
$57 million higher revenues associated with incremental wildfire insurance premiums;
|
§
|
$29 million higher recoverable expenses that are fully offset in operation and maintenance expenses;
|
§
|
$9 million higher authorized transmission margin; and
|
§
|
$7 million higher regulatory awards.
|
SDG&E
|
|||||||||
NATURAL GAS SALES AND TRANSPORTATION 2010-2012
|
|||||||||
(Volumes in billion cubic feet, dollars in millions)
|
|||||||||
Natural Gas Sales
|
Transportation
|
Total
|
|||||||
Customer class
|
Volumes
|
Revenue
|
Volumes
|
Revenue
|
Volumes
|
Revenue
|
|||
2012:
|
|||||||||
Residential
|
30
|
$
|
266
|
―
|
$
|
1
|
30
|
$
|
267
|
Commercial and industrial
|
15
|
76
|
8
|
11
|
23
|
87
|
|||
Electric generation plants
|
―
|
―
|
37
|
15
|
37
|
15
|
|||
45
|
$
|
342
|
45
|
$
|
27
|
90
|
369
|
||
Other revenues
|
40
|
||||||||
Balancing accounts
|
59
|
||||||||
Total(1)
|
$
|
468
|
|||||||
2011:
|
|||||||||
Residential
|
32
|
$
|
341
|
―
|
$
|
1
|
32
|
$
|
342
|
Commercial and industrial
|
15
|
103
|
8
|
10
|
23
|
113
|
|||
Electric generation plants
|
―
|
―
|
25
|
8
|
25
|
8
|
|||
47
|
$
|
444
|
33
|
$
|
19
|
80
|
463
|
||
Other revenues
|
36
|
||||||||
Balancing accounts
|
44
|
||||||||
Total(1)
|
$
|
543
|
|||||||
2010:
|
|||||||||
Residential
|
31
|
$
|
340
|
―
|
$
|
―
|
31
|
$
|
340
|
Commercial and industrial
|
14
|
106
|
8
|
12
|
22
|
118
|
|||
Electric generation plants
|
―
|
―
|
28
|
7
|
28
|
7
|
|||
45
|
$
|
446
|
36
|
$
|
19
|
81
|
465
|
||
Other revenues
|
36
|
||||||||
Balancing accounts
|
13
|
||||||||
Total(1)
|
$
|
514
|
|||||||
(1) Includes sales to affiliates of $2 million in 2012 and $1 million in each of 2011 and 2010.
|
§
|
the decrease in cost of natural gas sold from lower natural gas prices and volumes sold, as we discuss below; and
|
§
|
$13 million lower recovery of costs associated with CPUC-authorized refundable programs, which revenues are fully offset in operation and maintenance expenses; offset by
|
§
|
$10 million increase associated with the advanced meter program.
|
§
|
$9 million higher recovery of costs associated with CPUC-authorized refundable programs, which revenues are fully offset in operation and maintenance expenses;
|
§
|
an increase in cost of natural gas, which was caused primarily by higher volumes sold and higher natural gas prices, as we discuss below; and
|
§
|
$8 million higher authorized base margin.
|
SOCALGAS
|
|||||||||
NATURAL GAS SALES AND TRANSPORTATION 2010-2012
|
|||||||||
(Volumes in billion cubic feet, dollars in millions)
|
|||||||||
Natural Gas Sales
|
Transportation
|
Total
|
|||||||
Customer class
|
Volumes
|
Revenue
|
Volumes
|
Revenue
|
Volumes
|
Revenue
|
|||
2012:
|
|||||||||
Residential
|
234
|
$
|
1,963
|
2
|
$
|
8
|
236
|
$
|
1,971
|
Commercial and industrial
|
101
|
608
|
283
|
240
|
384
|
848
|
|||
Electric generation plants
|
―
|
―
|
231
|
39
|
231
|
39
|
|||
Wholesale
|
―
|
―
|
175
|
24
|
175
|
24
|
|||
335
|
$
|
2,571
|
691
|
$
|
311
|
1,026
|
2,882
|
||
Other revenues
|
91
|
||||||||
Balancing accounts
|
309
|
||||||||
Total(1)
|
$
|
3,282
|
|||||||
2011:
|
|||||||||
Residential
|
253
|
$
|
2,358
|
1
|
$
|
4
|
254
|
$
|
2,362
|
Commercial and industrial
|
103
|
759
|
272
|
219
|
375
|
978
|
|||
Electric generation plants
|
―
|
―
|
166
|
42
|
166
|
42
|
|||
Wholesale
|
―
|
―
|
148
|
19
|
148
|
19
|
|||
356
|
$
|
3,117
|
587
|
$
|
284
|
943
|
3,401
|
||
Other revenues
|
99
|
||||||||
Balancing accounts
|
316
|
||||||||
Total(1)
|
$
|
3,816
|
|||||||
2010:
|
|||||||||
Residential
|
245
|
$
|
2,302
|
1
|
$
|
4
|
246
|
$
|
2,306
|
Commercial and industrial
|
102
|
763
|
268
|
228
|
370
|
991
|
|||
Electric generation plants
|
―
|
―
|
187
|
44
|
187
|
44
|
|||
Wholesale
|
―
|
―
|
149
|
15
|
149
|
15
|
|||
347
|
$
|
3,065
|
605
|
$
|
291
|
952
|
3,356
|
||
Other revenues
|
92
|
||||||||
Balancing accounts
|
374
|
||||||||
Total(1)
|
$
|
3,822
|
|||||||
(1) Includes sales to affiliates of $46 million in 2012, $53 million in 2011, and $44 million in 2010.
|
§
|
the decrease in cost of natural gas sold from lower natural gas prices and volumes sold (as we discuss below); and
|
§
|
$51 million lower recovery of costs associated with CPUC-authorized refundable programs, which revenues are fully offset in operation and maintenance expenses.
|
§
|
the decrease in cost of natural gas sold, which was caused primarily by lower natural gas prices, as we discuss below, offset by higher volumes sold; and
|
§
|
$12 million lower regulatory awards in 2011; offset by
|
§
|
$96 million higher recovery of costs associated with CPUC-authorized refundable programs, which revenues are fully offset in operation and maintenance expenses; and
|
§
|
$54 million higher authorized base margin.
|
OTHER UTILITIES
|
||||||||||
NATURAL GAS AND ELECTRIC REVENUES 2010-2012
|
||||||||||
(Dollars in millions)
|
||||||||||
2012
|
2011
|
2010
|
||||||||
Volumes
|
Revenue
|
Volumes
|
Revenue
|
Volumes
|
Revenue
|
|||||
Natural Gas Sales (billion cubic feet):
|
||||||||||
Sempra Mexico - Ecogas
|
23
|
$
|
75
|
22
|
$
|
91
|
21
|
$
|
94
|
|
Sempra Natural Gas:
|
||||||||||
Mobile Gas
|
43
|
86
|
40
|
93
|
37
|
106
|
||||
Willmut Gas(1)
|
15
|
10
|
―
|
―
|
―
|
―
|
||||
Total
|
81
|
$
|
171
|
62
|
$
|
184
|
58
|
$
|
200
|
|
Electric Sales (million kilowatt hours)(2):
|
||||||||||
Sempra South American Utilities:
|
||||||||||
Luz del Sur
|
6,668
|
$
|
759
|
4,715
|
$
|
487
|
―
|
$
|
―
|
|
Chilquinta Energía
|
2,698
|
533
|
1,859
|
481
|
―
|
―
|
||||
9,366
|
1,292
|
6,574
|
968
|
―
|
―
|
|||||
Other service revenues
|
57
|
41
|
―
|
|||||||
Total
|
$
|
1,349
|
$
|
1,009
|
$
|
―
|
||||
(1)
|
We acquired Willmut Gas in May 2012.
|
|||||||||
(2)
|
We accounted for Luz del Sur and Chilquinta Energía under the equity method until April 6, 2011, when they became consolidated entities upon our acquisition of additional ownership interests.
|
ENERGY-RELATED BUSINESSES: REVENUES AND COST OF SALES 2010-2012
|
|||||||||||||
(Dollars in millions)
|
|||||||||||||
Years ended December 31,
|
|||||||||||||
2012
|
2011
|
2010
|
|||||||||||
REVENUES
|
|||||||||||||
Sempra South American Utilities
|
$
|
92
|
8
|
%
|
$
|
71
|
4
|
%
|
$
|
1
|
―
|
%
|
|
Sempra Mexico
|
530
|
44
|
645
|
38
|
733
|
37
|
|||||||
Sempra Renewables
|
68
|
6
|
22
|
1
|
9
|
―
|
|||||||
Sempra Natural Gas
|
835
|
69
|
1,539
|
90
|
1,903
|
96
|
|||||||
Intersegment revenues, adjustments
|
|||||||||||||
and eliminations(1)
|
(319)
|
(27)
|
(563)
|
(33)
|
(662)
|
(33)
|
|||||||
Total revenues
|
$
|
1,206
|
100
|
%
|
$
|
1,714
|
100
|
%
|
$
|
1,984
|
100
|
%
|
|
COST OF SALES(2)
|
|||||||||||||
Sempra Mexico
|
$
|
197
|
41
|
%
|
$
|
276
|
37
|
%
|
$
|
399
|
38
|
%
|
|
Sempra Renewables
|
3
|
―
|
―
|
―
|
―
|
―
|
|||||||
Sempra Natural Gas
|
581
|
121
|
1,034
|
139
|
1,308
|
125
|
|||||||
Adjustments and eliminations(1)
|
(300)
|
(62)
|
(564)
|
(76)
|
(661)
|
(63)
|
|||||||
Total cost of natural gas, electric fuel
|
|||||||||||||
and purchased power
|
$
|
481
|
100
|
%
|
$
|
746
|
100
|
%
|
$
|
1,046
|
100
|
%
|
|
Sempra South American Utilities
|
$
|
66
|
41
|
%
|
$
|
45
|
33
|
%
|
$
|
―
|
―
|
%
|
|
Sempra Mexico
|
21
|
13
|
4
|
3
|
3
|
3
|
|||||||
Sempra Natural Gas
|
90
|
57
|
89
|
65
|
86
|
98
|
|||||||
Adjustments and eliminations(1)
|
(18)
|
(11)
|
(1)
|
(1)
|
(1)
|
(1)
|
|||||||
Total other cost of sales
|
$
|
159
|
100
|
%
|
$
|
137
|
100
|
%
|
$
|
88
|
100
|
%
|
|
(1)
|
Includes eliminations of intercompany activity.
|
||||||||||||
(2)
|
Excludes depreciation and amortization, which are shown separately on the Consolidated Statements of Operations.
|
§
|
$704 million decrease at Sempra Natural Gas due to decreased power sales in 2012 compared to 2011 primarily from the end of the DWR contract in September 2011, lower natural gas revenues from its LNG operations as a result of lower natural gas prices and volumes, and lower revenues due to power sales associated with the EMA with Sempra Mexico, which we discuss above in “Sempra Mexico – Power Business;” and
|
§
|
$115 million decrease in 2012 compared to 2011 at Sempra Mexico primarily due to the expiration of the DWR contract, which resulted in a change in the intercompany agreement with Sempra Natural Gas effective January 1, 2012, and from lower natural gas prices at its LNG operations, partially offset by an increase in revenues due to an outage at the Mexicali power plant in 2011; offset by
|
§
|
$244 million lower intercompany eliminations primarily associated with sales between Sempra Mexico and Sempra Natural Gas; and
|
§
|
$46 million increase at Sempra Renewables mainly from revenues generated by our solar and wind assets.
|
§
|
$453 million decrease at Sempra Natural Gas primarily associated with lower natural gas prices and lower power costs associated with the EMA with Sempra Mexico, which we discuss above in “Sempra Mexico – Power Business;” and
|
§
|
$79 million decrease at Sempra Mexico primarily due to lower natural gas prices; offset by
|
§
|
$264 million lower intercompany eliminations primarily associated with sales between Sempra Mexico and Sempra Natural Gas.
|
§
|
$364 million at Sempra Natural Gas primarily due to decreased power sales primarily from the end of the DWR contract as of September 30, 2011, and less favorable pricing. The decrease was also due to lower natural gas revenues from its LNG operations; and
|
§
|
$88 million at Sempra Mexico primarily due to lower volumes of natural gas sold, partially offset by increased revenues from gas power plant operations; offset by
|
§
|
$70 million increase at Sempra South American Utilities primarily from its consolidation of revenues of Tecnored and Tecsur, two energy-services companies we acquired in April 2011; and
|
§
|
$99 million decreased intercompany activity, which is eliminated in consolidation.
|
OPERATION AND MAINTENANCE(1) 2010-2012
|
|||||||||||||
(Dollars in millions)
|
|||||||||||||
Years ended December 31,
|
|||||||||||||
2012
|
2011
|
2010
|
|||||||||||
California Utilities:
|
|||||||||||||
SDG&E
|
$
|
1,154
|
39
|
%
|
$
|
1,072
|
38
|
%
|
$
|
987
|
37
|
%
|
|
SoCalGas
|
1,304
|
44
|
1,305
|
46
|
1,174
|
44
|
|||||||
Sempra International:
|
|||||||||||||
Sempra South American Utilities
|
177
|
6
|
132
|
5
|
7
|
―
|
|||||||
Sempra Mexico
|
94
|
3
|
98
|
3
|
110
|
4
|
|||||||
Sempra U.S. Gas & Power:
|
|||||||||||||
Sempra Renewables
|
27
|
1
|
17
|
1
|
16
|
1
|
|||||||
Sempra Natural Gas
|
168
|
6
|
169
|
6
|
320
|
12
|
|||||||
Parent and other(2)
|
25
|
1
|
32
|
1
|
54
|
2
|
|||||||
Total operation and maintenance
|
$
|
2,949
|
100
|
%
|
$
|
2,825
|
100
|
%
|
$
|
2,668
|
100
|
%
|
|
(1)
|
Includes Litigation Expense and Other Operation and Maintenance for Sempra Energy Consolidated.
|
||||||||||||
(2)
|
Includes intercompany eliminations recorded in consolidation.
|
§
|
$82 million increase at SDG&E, which we discuss below;
|
§
|
$45 million increase at Sempra South American Utilities primarily from the consolidation of expenses in Chile and Peru for a full year; and
|
§
|
$10 million higher costs at Sempra Renewables primarily due to growth in the business.
|
§
|
higher operation and maintenance expenses at the California Utilities, as we discuss below; and
|
§
|
$125 million increase at Sempra South American Utilities, including $106 million from the consolidation of expenses of entities in Chile and Peru in 2011; offset by
|
§
|
$151 million decrease at Sempra Natural Gas, including $145 million litigation expense in 2010 related to an agreement to settle certain energy crisis litigation, major scheduled plant maintenance in 2010 at the Mesquite power plant, and from the sale of El Dorado as of October 1, 2011; and
|
§
|
$22 million decrease at Parent and Other, which included $9 million litigation expense in 2010 related to an agreement to settle certain energy crisis litigation and lower expenses associated with our former commodities-marketing businesses, including transaction costs in 2010 related to the sales within RBS Sempra Commodities.
|
§
|
$56 million higher other operation and maintenance costs, including:
|
o
|
$14 million associated with the Desert Star generation facility acquired by SDG&E in October 2011 and from increased costs from the operations of other electric generating facilities,
|
o
|
$12 million of advanced meter program costs, and
|
o
|
$9 million increase in liability insurance premiums for wildfire coverage, offset by
|
o
|
$10 million recovery in 2012 of incremental costs incurred in prior years for the long-term storage of spent nuclear fuel; and
|
§
|
$29 million higher recoverable expenses primarily due to an increase in electric transmission-related operating expenses.
|
§
|
$46 million higher other operational and maintenance costs, including a $15 million increase in liability insurance premiums for wildfire coverage; and
|
§
|
$38 million higher recoverable expenses, primarily from expenses associated with customer distributed generation incentive programs and transmission expenses.
|
§
|
$51 million lower recoverable expenses, primarily from reduced funding requirements for employee benefit programs; offset by
|
§
|
$49 million higher other operational and maintenance costs, including expenses related to the TIMP, with no corresponding increase in CPUC-authorized margin in 2012 due to the delay in the 2012 GRC decision.
|
§
|
$96 million higher recoverable expenses, primarily from expenses associated with energy efficiency and funding of employee benefit programs;
|
§
|
$20 million higher other operational and maintenance costs; and
|
§
|
$5 million litigation expense in 2011 compared to a $10 million favorable impact from the resolution of a litigation matter in 2010.
|
§
|
$1,090 million in 2012
|
§
|
$976 million in 2011
|
§
|
$866 million in 2010
|
§
|
$68 million at SDG&E, primarily from higher electric plant depreciation;
|
§
|
$31 million at SoCalGas from an increase in net utility plant base;
|
§
|
$16 million from the consolidation of entities in Chile and Peru for a full year; and
|
§
|
$10 million at Sempra Renewables mainly due to Mesquite Solar 1 going into service starting in December 2011; offset by
|
§
|
$10 million decrease at Sempra Natural Gas primarily due to the sale of El Dorado in 2011.
|
§
|
$41 million at SDG&E, primarily from higher electric plant depreciation;
|
§
|
$40 million from the consolidation of entities in Chile and Peru in April 2011; and
|
§
|
$22 million at SoCalGas from an increase in net utility plant base.
|
§
|
$0 million in 2012
|
§
|
$24 million in 2011
|
§
|
$314 million in 2010
|
§
|
$7 million in 2012
|
§
|
$10 million in 2011
|
§
|
$21 million in 2010
|
§
|
$13 million of losses in 2010 from Sempra Natural Gas’ investment in Elk Hills, including a $10 million loss on the sale of the investment in December 2010; and
|
§
|
$5 million decreased losses from other investments at Parent and Other; offset by
|
§
|
$6 million of equity losses in 2011 from energy projects at Sempra Renewables compared to $1 million of equity earnings in 2010.
|
§
|
$172 million in 2012
|
§
|
$130 million in 2011
|
§
|
$140 million in 2010
|
§
|
$10 million gains on interest rate and foreign exchange instruments in 2012 compared to $14 million losses in 2011; and
|
§
|
$19 million higher gains from investment activity related to our executive retirement and deferred compensation plans in 2012.
|
§
|
proceeds of $48 million from a legal settlement at Sempra South American Utilities in 2010; offset by
|
§
|
$37 million increase in equity-related AFUDC in 2011 attributable to SDG&E primarily associated with the construction of the Sunrise Powerlink electric transmission line; and
|
§
|
$10 million lower losses on interest rate and foreign exchange instruments, including $34 million of losses on interest rate instruments in 2010 related to Otay Mesa VIE (discussed below), offset by a $15 million Mexican peso exchange loss in 2011 (discussed in “Income Taxes – Mexican Currency Exchange Rate and Inflation Impact on Income Taxes and Related Economic Hedging Activity” below) and a $10 million gain recognized on an interest rate instrument in 2010 at Parent and Other.
|
§
|
$69 million in 2012
|
§
|
$79 million in 2011
|
§
|
$10 million in 2010
|
§
|
$37 million increase in AFUDC primarily due to construction on the Sunrise Powerlink project; and
|
§
|
$34 million of losses on interest rate instruments at Otay Mesa VIE in 2010. Otay Mesa VIE’s interest rate instrument’s activity was designated as a cash flow hedge as of April 1, 2011.
|
INTEREST EXPENSE 2010-2012
|
||||||
(Dollars in millions)
|
||||||
Years ended December 31,
|
||||||
2012
|
2011
|
2010
|
||||
Sempra Energy Consolidated
|
$
|
493
|
$
|
465
|
$
|
436
|
SDG&E
|
173
|
142
|
136
|
|||
SoCalGas
|
68
|
69
|
66
|
§
|
$31 million higher interest expense at SDG&E, which we discuss below; and
|
§
|
$19 million higher long-term debt interest expense at Parent and Other from debt issuances in 2012; offset by
|
§
|
$24 million higher capitalized interest associated with energy projects at Sempra Renewables.
|
§
|
$26 million at Sempra South American Utilities, primarily from the consolidation of Chile and Peru in April 2011;
|
§
|
$15 million lower capitalized interest at Sempra Natural Gas in 2011 primarily due to natural gas storage caverns at Bay Gas Storage Company, Ltd. (Bay Gas) and Mississippi Hub, LLC (Mississippi Hub) going into service; and
|
§
|
$6 million at SDG&E, which we discuss below; offset by
|
§
|
$6 million lower interest expense related to energy crisis litigation reserves at Parent and Other; and
|
§
|
$4 million higher capitalized interest associated with energy projects at Sempra Renewables.
|
INCOME TAX EXPENSE AND EFFECTIVE INCOME TAX RATES 2010-2012
|
||||||||||||||||
(Dollars in millions)
|
||||||||||||||||
Years ended December 31,
|
||||||||||||||||
2012
|
2011
|
2010
|
||||||||||||||
Income Tax
|
Effective Income
|
Income Tax
|
Effective Income
|
Income Tax
|
Effective Income
|
|||||||||||
Expense
|
Tax Rate
|
Expense
|
Tax Rate
|
Expense
|
Tax Rate
|
|||||||||||
Sempra Energy Consolidated
|
$
|
59
|
6
|
%
|
$
|
394
|
23
|
%
|
$
|
133
|
17
|
%
|
||||
SDG&E
|
190
|
27
|
237
|
34
|
173
|
33
|
||||||||||
SoCalGas
|
79
|
21
|
143
|
33
|
176
|
38
|
||||||||||
§
|
a change in the income tax treatment of certain repairs expenditures at SDG&E and SoCalGas that are capitalized for financial statement purposes, which resulted in a $70 million higher income tax benefit compared to 2011, including a $22 million income tax benefit related to the 2011 U.S. federal income tax return filed in the third quarter of 2012. This higher income tax benefit reflects the offsetting impact of lower income tax depreciation and unrecognized income tax benefits. The change in income tax treatment of certain repairs expenditures for electric transmission and distribution assets was made pursuant to an Internal Revenue Service (IRS) Revenue Procedure providing a safe harbor for deducting certain repairs expenditures from taxable income when incurred for tax years beginning on or after January 1, 2011. The change in income tax treatment of certain repairs expenditures for gas plant assets was made pursuant to an IRS Revenue Procedure which allows, under an Internal Revenue Code (IRC) section, for such expenditures to be deducted from taxable income when incurred;
|
§
|
a $62 million income tax benefit for life insurance contracts, of which $54 million is primarily associated with our decision in the second quarter of 2012 to hold life insurance contracts kept in support of certain benefit plans to term. Previously, we took the position that we might cash in or sell these contracts before maturity, which required that we record deferred income taxes on unrealized gains on investments held within the insurance contracts;
|
§
|
higher renewable energy income tax credits and deferred income tax benefits related to renewable energy projects; and
|
§
|
higher deductions for self-developed software expenditures; offset by
|
§
|
the impact of the $277 million remeasurement gain (non-U.S. earnings) in 2011 related to our acquisition of controlling interests in Chilquinta Energía and Luz del Sur, which was non-taxable;
|
§
|
higher book depreciation over income tax depreciation related to a certain portion of utility plant fixed assets; and
|
§
|
higher income tax expense due to Mexican currency translation and inflation adjustments.
|
§
|
a lower percentage of pretax income in 2011 compared to 2010 in countries with lower statutory rates. The activity in each year related primarily to:
|
§
|
in 2011, a $277 million non-taxable gain related to the remeasurement of our equity method investments in South America, as we discuss in Note 3 of the Notes to Consolidated Financial Statements
|
§
|
in 2010, activity related to RBS Sempra Commodities, including a large non-taxable gain related to our share of the RBS Sempra Commodities sale to J.P. Morgan Ventures, as we discuss below;
|
§
|
a lower favorable impact of renewable energy income tax credits and deferred income tax benefits related to renewable energy projects in 2011 compared to 2010;
|
§
|
higher income tax benefit in 2010 due to favorable adjustments to prior years’ income tax items;
|
§
|
higher state income taxes; and
|
§
|
lower favorable impact from deductions for self-developed software expenditures at the California Utilities; offset by
|
§
|
income tax benefit in 2011 versus income tax expense in 2010 due to Mexican currency translation and inflation adjustments;
|
§
|
lower book depreciation over income tax depreciation related to a certain portion of utility plant fixed assets;
|
§
|
a $16 million write-down in 2010 of the deferred income tax assets related to other postretirement benefits, as a result of a change in U.S. tax law that eliminates a future deduction, starting in 2013, for retiree healthcare funded by the Medicare Part D subsidy; and
|
§
|
the impact of Otay Mesa VIE, as we discuss below.
|
§
|
approximately $150 million of a total $175 million non-U.S. gain on sale of the businesses and assets within the joint venture was non-taxable; and
|
§
|
approximately $40 million non-U.S. earnings from the operations of the joint venture and approximately $25 million of the non-U.S. gain on sale of the businesses and assets within the joint venture were net of income tax paid by the partnership.
|
§
|
income tax benefit in 2010 due to favorable adjustments to prior years’ income tax items; offset by
|
§
|
higher exclusions from taxable income of the equity portion of AFUDC;
|
§
|
the impact of Otay Mesa VIE, as we discuss above;
|
§
|
higher deductions for self-developed software expenditures;
|
§
|
lower impact from higher book depreciation over income tax depreciation related to a certain portion of utility plant fixed assets; and
|
§
|
a $3 million write-down in 2010 of the deferred income tax assets related to other postretirement benefits as a result of a change in U.S. tax law, as we discuss above.
|
§
|
a change in the income tax treatment of certain repairs expenditures that are capitalized for financial statement purposes, which resulted in a $34 million higher income tax benefit compared to 2011. This higher income tax benefit reflects the offsetting impact of lower income tax depreciation and unrecognized income tax benefits. The change in income tax treatment of certain repairs expenditures for gas plant assets was made pursuant to an IRS Revenue Procedure which allows, under an IRC section, for such expenditures to be deducted from taxable income when incurred; and
|
§
|
higher deductions for self-developed software expenditures; offset by
|
§
|
higher book depreciation over income tax depreciation related to a certain portion of utility plant fixed assets.
|
§
|
a $13 million write-down in 2010 of the deferred income tax assets related to other postretirement benefits as a result of a change in U.S. tax law, as we discuss above;
|
§
|
higher deductions for self-developed software expenditures; and
|
§
|
higher exclusions from taxable income of the equity portion of AFUDC; offset by
|
§
|
higher book depreciation over income tax depreciation related to a certain portion of utility plant fixed assets.
|
§
|
repairs expenditures related to a certain portion of utility plant fixed assets
|
§
|
the equity portion of AFUDC
|
§
|
a portion of the cost of removal of utility plant assets
|
§
|
self-developed software expenditures
|
§
|
depreciation on a certain portion of utility plant fixed assets
|
MEXICAN CURRENCY IMPACT ON INCOME TAXES AND RELATED ECONOMIC HEDGING ACTIVITY
|
|||||||
(Dollars in millions)
|
|||||||
Years ended December 31,
|
|||||||
2012
|
2011
|
2010
|
|||||
Income tax (expense) benefit on currency exchange
|
|||||||
rate movement of monetary assets and liabilities
|
$
|
(6)
|
$
|
11
|
$
|
(10)
|
|
Translation of non-U.S. deferred income tax balances
|
(2)
|
11
|
(2)
|
||||
Income tax expense on inflation
|
(2)
|
(4)
|
(7)
|
||||
Total impact on income taxes
|
(10)
|
18
|
(19)
|
||||
After-tax gains (losses) on Mexican peso exchange rate
|
|||||||
instruments (included in Other Income, Net)
|
6
|
(9)
|
―
|
||||
Net impacts on Sempra Energy Consolidated
|
|||||||
Statements of Operations
|
$
|
(4)
|
$
|
9
|
$
|
(19)
|
§
|
$36 million in 2012
|
§
|
$52 million in 2011
|
§
|
$49 million in 2010
|
§
|
$24 million earnings in 2011 related to equity method investments in Chile and Peru, for entities that we have consolidated since April 2011; offset by
|
§
|
$7 million higher earnings from Sempra Mexico’s joint-venture interest in pipeline assets.
|
§
|
a $44 million pretax write-down of Sempra South American Utilities’ investment in Argentina in 2010; and
|
§
|
$10 million higher earnings at Sempra Mexico from the joint-venture interest in pipeline assets acquired in April 2010; offset by
|
§
|
$50 million lower earnings related to equity method investments in Chile and Peru, for entities that are now consolidated.
|
§
|
$7 million higher earnings attributable to noncontrolling interest at Otay Mesa VIE, which we discuss below; and
|
§
|
$5 million higher earnings at Sempra South American Utilities primarily from noncontrolling interests at Luz del Sur.
|
§
|
$19 million earnings attributable to noncontrolling interest in 2011 compared to losses of $16 million in 2010 at Otay Mesa VIE, which we discuss below; and
|
§
|
$22 million earnings primarily from noncontrolling interests at Luz del Sur in 2011.
|
§
|
$42.43 in 2012
|
§
|
$40.74 in 2011
|
§
|
$37.39 in 2010
|
§
|
long-term debt issuances of $1.7 billion, including $350 million at SoCalGas and $250 million at SDG&E
|
§
|
$1.1 billion of debt retirements and paydowns, including $250 million at SoCalGas
|
§
|
$3.0 billion in expenditures for property, plant and equipment, including $1.2 billion at SDG&E and $639 million at SoCalGas
|
§
|
$445 million in expenditures for investments, primarily related to $372 million of projects at Sempra Renewables
|
AVAILABLE FUNDS AT DECEMBER 31, 2012
|
|||||||
(Dollars in millions)
|
|||||||
Sempra Energy
|
|||||||
Consolidated
|
SDG&E
|
SoCalGas
|
|||||
Unrestricted cash and cash equivalents
|
$
|
475
|
$
|
87
|
$
|
83
|
|
Available unused credit(1)
|
3,254
|
658
|
658
|
||||
(1)
|
Borrowings on the shared line of credit at SDG&E and SoCalGas, discussed in Note 5 of the Notes to Consolidated Financial Statements, are limited to $658 million for each utility and a combined total of $877 million.
|
§
|
finance capital expenditures
|
§
|
meet liquidity requirements
|
§
|
fund shareholder dividends
|
§
|
fund new business acquisitions or start-ups
|
§
|
repay maturing long-term debt
|
COMMERCIAL PAPER STATISTICS
|
|||
(Dollars in millions)
|
|||
Commercial Paper
|
|||
Sempra Energy Consolidated
|
|||
Amount outstanding at December 31, 2012(1)
|
$
|
825
|
|
Weighted average interest rate at December 31, 2012
|
0.62%
|
||
Maximum month-end amount outstanding during 2012(2)
|
$
|
1,072
|
|
Monthly weighted average amount outstanding during 2012
|
$
|
750
|
|
Monthly weighted average interest rate during 2012
|
0.59%
|
||
SDG&E
|
|||
Amount outstanding at December 31, 2012
|
$
|
―
|
|
Maximum month-end amount outstanding during 2012(2)
|
$
|
173
|
|
Monthly weighted average amount outstanding during 2012
|
$
|
35
|
|
Monthly weighted average interest rate during 2012
|
0.17%
|
||
(1)
|
Includes $300 million classified as long-term, as we discuss in Note 5 of the Notes to Consolidated Financial Statements.
|
||
(2)
|
The largest amount outstanding at the end of the last day of any month during the year.
|
CASH PROVIDED BY OPERATING ACTIVITIES
|
||||||||||||||
(Dollars in millions)
|
||||||||||||||
2012
|
2012 Change
|
2011
|
2011 Change
|
2010
|
||||||||||
Sempra Energy Consolidated
|
$
|
2,018
|
$
|
151
|
8
|
%
|
$
|
1,867
|
$
|
(287)
|
(13)
|
%
|
$
|
2,154
|
SDG&E
|
1,101
|
219
|
25
|
882
|
153
|
21
|
729
|
|||||||
SoCalGas
|
846
|
292
|
53
|
554
|
(182)
|
(25)
|
736
|
§
|
$290 million higher net income, adjusted for noncash items included in earnings, in 2012 compared to 2011;
|
§
|
$375 million of funds received in 2012 compared to $300 million received in 2011 from wildfire litigation settlements;
|
§
|
$130 million settlement payment in 2011 related to energy crisis litigation;
|
§
|
a $36 million decrease in accounts receivable in 2012 compared to a $32 million increase in accounts receivable in 2011; and
|
§
|
an $85 million payment received by SDG&E from Citizens Sunrise Transmission, LLC (Citizens) in July 2012, which we discuss in Note 15 of the Notes to Consolidated Financial Statements; offset by
|
§
|
$29 million increase in income taxes receivable in 2012 compared to a $269 million decrease in income taxes receivable in 2011;
|
§
|
an increase of $291 million in net undercollected regulatory balancing accounts in 2012 compared to an increase of $150 million in such accounts in 2011. Over- and undercollected regulatory balancing accounts reflect the difference between customer billings and recorded or CPUC-authorized costs. These differences are required to be balanced over time. See further explanation for changes in regulatory balances at SDG&E and SoCalGas below; and
|
§
|
$53 million of distributions from RBS Sempra Commodities in 2011.
|
§
|
$402 million in settlement payments for the 2007 wildfires in 2011 (using $381 million of restricted cash), compared to $43 million net settlement payments for the 2007 wildfires in 2010;
|
§
|
$130 million settlement payment related to energy crisis litigation in 2011, which was an increase to other current liabilities when accrued in 2010;
|
§
|
$145 million lower distributions from RBS Sempra Commodities in 2011; and
|
§
|
a $32 million increase in accounts receivable in 2011 compared to an $89 million decrease in accounts receivable in 2010; offset by
|
§
|
$269 million decrease in income taxes receivable in 2011 compared to a $12 million decrease in income taxes receivable in 2010;
|
§
|
$202 million higher net income, adjusted for noncash items included in earnings, in 2011 compared to 2010; and
|
§
|
$300 million of funds received in 2011 from a wildfire litigation settlement compared to $144 million of funds received in 2010, which is offset by an increase in restricted cash in cash flows from investing activities.
|
§
|
$375 million of funds received in 2012 compared to $300 million received in 2011 from wildfire litigation settlements;
|
§
|
$242 million net income tax refunds in 2012 compared to $59 million net income tax payments in 2011;
|
§
|
$129 million higher net income, adjusted for noncash items included in earnings, in 2012 compared to 2011; and
|
§
|
an $85 million payment received from Citizens in July 2012; offset by
|
§
|
$42 million decrease in accounts payable in 2012 compared to a $68 million increase in accounts payable in 2011; and
|
§
|
an increase of $322 million in net undercollected regulatory balancing accounts in 2012 compared to an increase of $87 million in such accounts in 2011, as follows:
|
o
|
the increase in net undercollected regulatory balancing accounts in 2012 was primarily due to:
|
§
|
$214 million undercollection of electric resource costs; and
|
§
|
$71 million return of prior year’s overcollection to customers and $83 million of unrecovered current year spending for advanced metering infrastructure costs; offset by
|
§
|
$54 million reduction of prior year’s undercollected electric distribution fixed costs.
|
o
|
the increase in net undercollected regulatory balancing accounts in 2011 was primarily due to:
|
§
|
$18 million undercollection of electric resource costs;
|
§
|
$36 million undercollection of power commodity costs and costs associated with SDG&E’s contracts with qualifying electric generation facilities; and
|
§
|
$18 million undercollection of rate design settlement costs.
|
§
|
$305 million higher net income, adjusted for noncash items included in earnings, in 2011 compared to 2010;
|
§
|
a higher increase in accounts payable in 2011 compared to 2010; and
|
§
|
$300 million of funds received in 2011 from a wildfire litigation settlement compared to $144 million of funds received in 2010; which is offset by an increase in restricted cash in cash flows from investing activities; offset by
|
§
|
$111 million increase in income taxes receivable in 2011 compared to a $12 million decrease in income taxes receivable in 2010; and
|
§
|
$402 million in settlement payments for the 2007 wildfires in 2011 (using $381 million of restricted cash), compared to $43 million net settlement payments for the 2007 wildfires in 2010.
|
§
|
$37 million decrease in accounts receivable in 2012 compared to a $57 million increase in accounts receivable in 2011;
|
§
|
a $54 million increase in accounts payable in 2012 compared to a $7 million decrease in accounts payable in 2011;
|
§
|
$46 million increase in inventory in 2011;
|
§
|
$25 million higher net income, adjusted for noncash items included in earnings, in 2012 compared to 2011; and
|
§
|
an increase of $31 million in net overcollected regulatory balancing accounts in 2012 as compared to a decrease of $63 million in net overcollected regulatory balancing accounts in 2011, as follows:
|
o
|
the increase in net overcollected regulatory balancing accounts in 2012 was primarily due to:
|
§
|
overcollection of California alternate rates for energy (CARE) program costs of $54 million; and
|
§
|
overcollection of advanced metering infrastructure costs of $38 million; offset by
|
§
|
undercollection of fixed costs associated with core customer activities of $59 million.
|
o
|
the decrease in net overcollected regulatory balancing accounts in 2011 was primarily due to:
|
§
|
undercollection of direct assistance program costs of $32 million; and
|
§
|
undercollection of postretirement benefits plans costs of $27 million.
|
§
|
an increase in accounts receivable in 2011 compared to a decrease in 2010;
|
§
|
a decrease in accounts payable in 2011 compared to an increase in 2010 primarily due to lower natural gas prices in 2011; and
|
§
|
a higher increase in inventory in 2011 compared to 2010; offset by
|
§
|
$40 million higher net income, adjusted for noncash items included in earnings, in 2011 compared to 2010.
|
CONTRIBUTIONS TO PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS 2010-2012
|
|||||||||||||
(Dollars in millions)
|
|||||||||||||
Pension Benefits
|
Other Postretirement Benefits
|
||||||||||||
2012
|
2011
|
2010
|
2012
|
2011
|
2010
|
||||||||
Sempra Energy Consolidated
|
$
|
123
|
$
|
212
|
$
|
159
|
$
|
39
|
$
|
72
|
$
|
52
|
|
SDG&E
|
45
|
69
|
61
|
13
|
15
|
15
|
|||||||
SoCalGas
|
47
|
95
|
71
|
23
|
55
|
35
|
CASH USED IN INVESTING ACTIVITIES
|
||||||||||||||
(Dollars in millions)
|
||||||||||||||
2012
|
2012 Change
|
2011
|
2011 Change
|
2010
|
||||||||||
Sempra Energy Consolidated
|
$
|
(3,158)
|
$
|
88
|
3
|
%
|
$
|
(3,070)
|
$
|
1,787
|
139
|
%
|
$
|
(1,283)
|
SDG&E
|
(1,235)
|
(529)
|
(30)
|
(1,764)
|
450
|
34
|
(1,314)
|
|||||||
SoCalGas
|
(643)
|
9
|
1
|
(634)
|
68
|
12
|
(566)
|
§
|
$570 million in distributions received from RBS Sempra Commodities in 2011;
|
§
|
$381 million in payments in 2011 for claims related to wildfire litigation using restricted funds received from a wildfire litigation settlement;
|
§
|
$127 million increase in investments in wind assets; and
|
§
|
$112 million increase in capital expenditures; offset by
|
§
|
$611 million in cash used to fund Sempra South American Utilities’ purchase of South American entities in 2011;
|
§
|
a $300 million increase in SDG&E’s restricted cash in 2011 due to funds received from a wildfire litigation settlement;
|
§
|
$148 million in distributions received from Flat Ridge 2 in 2012; and
|
§
|
$59 million from the sale of Chilquinta Energía bonds in 2012.
|
§
|
a $782 million increase in capital expenditures;
|
§
|
$611 million in cash used to fund Sempra South American Utilities’ purchase of South American entities;
|
§
|
$279 million lower distributions received from RBS Sempra Commodities related to the sale of joint venture businesses and assets, as we discuss in Note 4 of the Notes to Consolidated Financial Statements;
|
§
|
a $300 million increase in SDG&E’s restricted cash due to funds received from a wildfire litigation settlement compared to $144 million of funds received in 2010;
|
§
|
$180 million of distributions from Fowler Ridge 2 Wind Farm at Sempra Renewables in 2010; and
|
§
|
$175 million of proceeds received from Sempra Natural Gas’ 2010 sale of its investment in Elk Hills; offset by
|
§
|
$381 million in payments for claims related to wildfire litigation using restricted funds received from a wildfire litigation settlement; and
|
§
|
Sempra Mexico’s $292 million acquisition (net of cash acquired) resulting in the purchase of pipeline and natural gas infrastructure assets in 2010.
|
§
|
a $594 million decrease in capital expenditures, primarily due to the completion of the Sunrise Powerlink project in June 2012; and
|
§
|
a $300 million increase in restricted cash in 2011 due to funds received from a wildfire litigation settlement; offset by
|
§
|
$381 million in payments for claims in 2011 related to wildfire litigation using restricted funds received from a wildfire litigation settlement.
|
§
|
a $621 million increase in capital expenditures; and
|
§
|
a $300 million increase in restricted cash due to funds received from a wildfire litigation settlement compared to $144 million of funds received in 2010; offset by
|
§
|
$381 million in payments for claims related to wildfire litigation using restricted funds received from a wildfire litigation settlement.
|
§
|
a $4 million increase in advances to Sempra Energy in 2012 compared to a $49 million decrease in advances to Sempra Energy in 2011; offset by
|
§
|
a $44 million decrease in capital expenditures.
|
§
|
a $180 million increase in capital expenditures; offset by
|
§
|
a $49 million decrease in advances to Sempra Energy in 2011 compared to a $63 million increase in advances to Sempra Energy in 2010.
|
SEMPRA ENERGY CONSOLIDATED
|
|||||
CAPITAL EXPENDITURES AND INVESTMENTS/ACQUISITIONS
|
|||||
(Dollars in millions)
|
|||||
Property, plant and equipment
|
Investments and acquisition of businesses
|
||||
2012
|
$
|
2,956
|
$
|
445
|
|
2011
|
2,844
|
941
|
|||
2010
|
2,062
|
611
|
|||
2009
|
1,912
|
939
|
|||
2008
|
2,061
|
2,675
|
(Dollars in millions)
|
2012
|
2011
|
2010
|
|||
SDG&E
|
$
|
1,237
|
$
|
1,831
|
$
|
1,210
|
SoCalGas
|
639
|
683
|
503
|
§
|
$611 million of improvements to natural gas and electric distribution systems
|
§
|
$291 million of improvements to electric transmission systems
|
§
|
$242 million for the Sunrise Powerlink transmission line and substation expansions
|
§
|
$93 million for electric generation plants and equipment
|
§
|
$554 million of improvements to distribution and transmission systems and storage facilities
|
§
|
$85 million for advanced metering infrastructure
|
§
|
$291 million for the investment in Flat Ridge 2 Wind Farm
|
§
|
$62 million for the investment in Auwahi Wind Farm
|
§
|
the purchase of $53 million in industrial development bonds
|
§
|
$611 million in cash used to fund Sempra South American Utilities’ purchase of South American entities
|
§
|
$146 million for the initial investment in Flat Ridge 2 Wind Farm
|
§
|
$88 million for the initial investment in Mehoopany Wind Farm
|
§
|
the purchase of $84 million in industrial development bonds
|
§
|
acquisition of Mexican pipelines and infrastructure assets for approximately $300 million
|
§
|
$209 million for the initial investment in Cedar Creek 2 Wind Farm
|
§
|
$65 million invested in Rockies Express
|
(Dollars in millions)
|
2012
|
2011
|
2010
|
||||
Sempra South American Utilities
|
|||||||
Luz del Sur
|
$
|
―
|
$
|
―
|
$
|
31
|
|
Sempra Renewables
|
|||||||
Flat Ridge 2
|
148
|
―
|
―
|
||||
Fowler Ridge 2
|
―
|
2
|
180
|
||||
Mehoopany Wind
|
17
|
―
|
―
|
||||
Cedar Creek 2
|
2
|
5
|
96
|
||||
Sempra Natural Gas
|
|||||||
Rockies Express
|
37
|
57
|
55
|
||||
Elk Hills
|
―
|
―
|
9
|
||||
Other
|
3
|
―
|
―
|
||||
Total
|
$
|
207
|
$
|
64
|
$
|
371
|
§
|
$2.5 billion at the California Utilities for capital projects and plant improvements ($1.5 billion at SDG&E and $1.0 billion at SoCalGas)
|
§
|
$800 million at our other subsidiaries for capital projects in Mexico and South America, and development of natural gas and renewable generation projects
|
§
|
$550 million for improvements to SDG&E’s natural gas and electric distribution systems
|
§
|
$300 million for SDG&E’s renewable energy projects
|
§
|
$300 million for improvements to SDG&E’s electric transmission systems
|
§
|
$290 million at SDG&E for substation expansions (transmission)
|
§
|
$80 million for SDG&E’s electric generation plants and equipment
|
§
|
$730 million for improvements to SoCalGas’ distribution and transmission systems, and for pipeline safety
|
§
|
$220 million for SoCalGas’ advanced metering infrastructure
|
§
|
$70 million for SoCalGas’ underground natural gas storage fields
|
§
|
$5.8 billion at SDG&E
|
§
|
$5.9 billion at SoCalGas
|
§
|
approximately $150 million to $200 million for capital projects in South America (approximately $100 million to $150 million in Peru and approximately $50 million in Chile)
|
§
|
approximately $425 million to $475 million for capital projects in Mexico, including approximately $350 million for the development of natural gas pipeline projects developed solely by Sempra Mexico
|
§
|
approximately $330 million of expenditures for pipeline projects within our joint venture with PEMEX. We expect expenditures for projects done within the joint venture to be funded by the joint venture’s cash flows from operations without additional contributions from its partners
|
§
|
approximately $50 million for investment in the third phase of Copper Mountain Solar, a 250-MW solar project located near Boulder City, Nevada
|
§
|
approximately $100 million for development of natural gas projects, including approximately $50 million for natural gas storage at Bay Gas and Mississippi Hub
|
CASH FLOWS FROM FINANCING ACTIVITIES
|
||||||||||||||
(Dollars in millions)
|
||||||||||||||
2012
|
2012 Change
|
2011
|
2011 Change
|
2010
|
||||||||||
Sempra Energy Consolidated
|
$
|
1,355
|
$
|
821
|
$
|
534
|
$
|
603
|
$
|
(69)
|
||||
SDG&E
|
192
|
(592)
|
784
|
85
|
699
|
|||||||||
SoCalGas
|
(156)
|
145
|
(301)
|
(499)
|
198
|
§
|
$999 million higher issuances of debt, primarily long-term debt of $693 million (issuances of $2,267 million in 2012 compared to $1,574 million in 2011) and commercial paper with maturities greater than 90 days of $309 million (issuances of $824 million in 2012 compared to $515 million in 2011);
|
§
|
$47 million decrease in short-term debt in 2012 compared to a $498 million decrease in 2011;
|
§
|
$80 million for the redemption of subsidiary preferred stock in 2011; and
|
§
|
$43 million related to Sempra South American Utilities’ September 2011 tender offer discussed in Note 3 of the Notes to Consolidated Financial Statements; offset by
|
§
|
$628 million higher payments of commercial paper with maturities greater than 90 days, offset by $31 million lower payments on long-term debt; and
|
§
|
$110 million increase in common dividends paid.
|
§
|
$973 million higher issuances of debt with maturities greater than 90 days;
|
§
|
$500 million common stock repurchase program in 2010; and
|
§
|
$423 million lower payments on debt with maturities greater than 90 days; offset by
|
§
|
$498 million decrease in short-term debt in 2011 compared to a $568 million increase in 2010;
|
§
|
$80 million for the redemption of subsidiary preferred stock;
|
§
|
$76 million increase in common dividends paid; and
|
§
|
$43 million related to Sempra South American Utilities’ September 2011 tender offer.
|
§
|
$349 million lower issuances of long-term debt;
|
§
|
a $200 million capital contribution from Sempra Energy in 2011; and
|
§
|
$40 million of capital distributions made by Otay Mesa VIE in 2012.
|
§
|
a $200 million capital contribution from Sempra Energy in 2011; offset by
|
§
|
$146 million lower issuances of long-term debt.
|
§
|
$348 million issuance of long-term debt in 2012; offset by
|
§
|
$200 million increase in common dividends paid.
|
§
|
a $250 million long-term debt payment in 2011; and
|
§
|
$300 million issuance of long-term in 2010; offset by
|
§
|
$50 million lower common dividends paid.
|
(Dollars in millions)
|
2012
|
2011
|
2010
|
|||
Sempra Energy Consolidated
|
$
|
12,346
|
$
|
10,414
|
$
|
9,329
|
SDG&E
|
4,308
|
4,077
|
3,498
|
|||
SoCalGas
|
1,413
|
1,321
|
1,582
|
Sempra Energy
|
||||||
(Dollars in millions)
|
Consolidated
|
SDG&E
|
SoCalGas
|
|||
Weighted average life to maturity, in years
|
13.0
|
18.1
|
18.6
|
|||
Weighted average interest rate
|
4.86
|
%
|
4.90
|
%
|
5.02
|
%
|
(Dollars in millions)
|
Amount
|
Rate
|
Maturing
|
||||
Sempra Energy
|
|||||||
Notes, September 2012
|
$
|
500
|
2.875
|
%
|
2022
|
||
Notes, March 2012
|
600
|
2.30
|
2017
|
||||
Variable rate notes (1.07% at December 31, 2012),
|
|||||||
March 2011
|
300
|
1.07
|
2014
|
||||
Notes, March 2011
|
500
|
2.00
|
2014
|
||||
SDG&E
|
|||||||
First mortgage bonds, March 2012
|
250
|
4.30
|
2042
|
||||
First mortgage bonds, November 2011
|
250
|
3.95
|
2041
|
||||
First mortgage bonds, August 2011
|
350
|
3.00
|
2021
|
||||
First mortgage bonds, August 2010
|
500
|
4.50
|
2040
|
||||
First mortgage bonds, May 2010
|
250
|
5.35
|
2040
|
||||
SoCalGas
|
|||||||
First mortgage bonds, September 2012
|
350
|
3.750
|
2042
|
||||
First mortgage bonds, November 2010
|
300
|
5.125
|
2040
|
§
|
for general working capital purposes;
|
§
|
to repay maturing long-term bonds at SoCalGas;
|
§
|
to support their electric (at SDG&E) and natural gas (SDG&E and SoCalGas) procurement programs;
|
§
|
to repay commercial paper at SDG&E; and
|
§
|
to replenish amounts expended and fund future expenditures for the expansion and improvement of their utility plants.
|
§
|
$100 million of SoCalGas 4.375-percent first mortgage bonds at maturity in January 2011
|
§
|
$150 million of SoCalGas variable rate first mortgage bonds at maturity in January 2011
|
§
|
$500 million of Sempra Energy notes payable at maturity in March 2010
|
§
|
retirement of $128 million of industrial development bonds related to Sempra Natural Gas’ Liberty project
|
§
|
$78 million in 2012
|
§
|
$28 million in 2011
|
§
|
$40 million in 2010
|
§
|
$550 million in 2012
|
§
|
$440 million in 2011
|
§
|
$364 million in 2010
|
§
|
$250 million in 2012
|
§
|
$50 million in 2011
|
§
|
$100 million in 2010
|
TOTAL CAPITALIZATION AND DEBT-TO-CAPITALIZATION RATIOS
|
||||||||||
(Dollars in millions)
|
||||||||||
As of December 31, 2012
|
||||||||||
Sempra Energy
|
||||||||||
Consolidated(1)
|
SDG&E(1)
|
SoCalGas
|
||||||||
Total capitalization
|
$
|
23,654
|
$
|
8,685
|
$
|
3,648
|
||||
Debt-to-capitalization ratio
|
55
|
%
|
50
|
%
|
39
|
%
|
||||
As of December 31, 2011
|
||||||||||
Sempra Energy
|
||||||||||
Consolidated(1)
|
SDG&E(1)
|
SoCalGas
|
||||||||
Total capitalization
|
$
|
21,120
|
$
|
7,997
|
$
|
3,514
|
||||
Debt-to-capitalization ratio
|
51
|
%
|
51
|
%
|
38
|
%
|
||||
(1)
|
Includes noncontrolling interests and debt of Otay Mesa Energy Center LLC for Sempra Energy and SDG&E with no significant impact.
|
§
|
Sempra Energy Consolidated: net increases in long-term debt, partially offset by comprehensive income exceeding dividends
|
§
|
SDG&E: comprehensive income, partially offset by an increase in long-term debt
|
§
|
SoCalGas: a net increase in long-term debt, partially offset by comprehensive income exceeding dividends
|
PRINCIPAL CONTRACTUAL COMMITMENTS OF SEMPRA ENERGY CONSOLIDATED
|
|||||||||||
(Dollars in millions)
|
|||||||||||
2013
|
2014 and 2015
|
2016 and 2017
|
Thereafter
|
Total
|
|||||||
Long-term debt(1)
|
$
|
731
|
$
|
1,704
|
$
|
1,473
|
$
|
7,946
|
$
|
11,854
|
|
Interest on long-term debt(2)
|
553
|
993
|
872
|
5,221
|
7,639
|
||||||
Operating leases
|
78
|
148
|
130
|
572
|
928
|
||||||
Capital leases
|
9
|
10
|
6
|
164
|
189
|
||||||
Purchased-power contracts
|
1,257
|
2,624
|
2,782
|
10,978
|
17,641
|
||||||
Natural gas contracts
|
682
|
336
|
140
|
322
|
1,480
|
||||||
LNG contracts(3)
|
565
|
1,337
|
1,479
|
11,311
|
14,692
|
||||||
Construction commitments
|
592
|
358
|
47
|
80
|
1,077
|
||||||
SONGS decommissioning
|
2
|
―
|
―
|
556
|
558
|
||||||
Sunrise wildfire mitigation fund
|
3
|
6
|
6
|
309
|
324
|
||||||
Other asset retirement obligations
|
21
|
43
|
41
|
1,393
|
1,498
|
||||||
Pension and other postretirement benefit
|
|||||||||||
obligations(4)
|
181
|
408
|
434
|
802
|
1,825
|
||||||
Environmental commitments
|
9
|
14
|
3
|
5
|
31
|
||||||
Other
|
24
|
23
|
12
|
26
|
85
|
||||||
Totals
|
$
|
4,707
|
$
|
8,004
|
$
|
7,425
|
$
|
39,685
|
$
|
59,821
|
|
(1)
|
Excludes $300 million commercial paper classified as long-term, as we discuss in Note 5 of the Notes to Consolidated Financial Statements.
|
||||||||||
(2)
|
We calculate expected interest payments using the stated interest rate for fixed-rate obligations, including floating-to-fixed interest rate swaps. We calculate expected interest payments for variable-rate obligations, including fixed-to-floating interest rate swaps, based on forward rates in effect at December 31, 2012.
|
||||||||||
(3)
|
Our LNG facilities have various LNG purchase agreements with major international companies for the supply of LNG to our Energía Costa Azul and Cameron terminals. The agreements range from short-term to multi-year periods and are priced using a predetermined formula based on U.S. market indices. The expected payments under the contracts are based on forward prices of the applicable market index from 2013 to 2022 and an estimated one percent escalation per year after 2022. We provide more information about these contracts in Note 15 of the Notes to Consolidated Financial Statements.
|
||||||||||
(4)
|
Amounts represent expected company contributions to the plans for the next 10 years.
|
PRINCIPAL CONTRACTUAL COMMITMENTS OF SDG&E
|
|||||||||||
(Dollars in millions)
|
|||||||||||
2013
|
2014 and 2015
|
2016 and 2017
|
Thereafter
|
Total
|
|||||||
Long-term debt
|
$
|
10
|
$
|
414
|
$
|
20
|
$
|
3,691
|
$
|
4,135
|
|
Interest on long-term debt(1)
|
203
|
391
|
361
|
2,757
|
3,712
|
||||||
Operating leases
|
20
|
39
|
37
|
21
|
117
|
||||||
Capital leases
|
6
|
9
|
6
|
164
|
185
|
||||||
Purchased-power contracts
|
405
|
755
|
740
|
3,999
|
5,899
|
||||||
Construction commitments
|
229
|
47
|
41
|
62
|
379
|
||||||
SONGS decommissioning
|
2
|
―
|
―
|
556
|
558
|
||||||
Sunrise wildfire mitigation fund
|
3
|
6
|
6
|
309
|
324
|
||||||
Other asset retirement obligations
|
5
|
10
|
10
|
158
|
183
|
||||||
Pension and other postretirement benefit
|
|||||||||||
obligations(2)
|
68
|
147
|
119
|
204
|
538
|
||||||
Environmental commitments
|
3
|
2
|
2
|
4
|
11
|
||||||
Totals
|
$
|
954
|
$
|
1,820
|
$
|
1,342
|
$
|
11,925
|
$
|
16,041
|
|
(1)
|
SDG&E calculates expected interest payments using the stated interest rate for fixed-rate obligations, including floating-to-fixed interest rate swaps. SDG&E calculates expected interest payments for variable-rate obligations based on forward rates in effect at December 31, 2012.
|
||||||||||
(2)
|
Amounts represent expected company contributions to the plans for the next 10 years.
|
PRINCIPAL CONTRACTUAL COMMITMENTS OF SOCALGAS
|
|||||||||||
(Dollars in millions)
|
|||||||||||
2013
|
2014 and 2015
|
2016 and 2017
|
Thereafter
|
Total
|
|||||||
Long-term debt
|
$
|
―
|
$
|
250
|
$
|
8
|
$
|
1,155
|
$
|
1,413
|
|
Interest on long-term debt(1)
|
71
|
117
|
114
|
939
|
1,241
|
||||||
Natural gas contracts
|
538
|
200
|
78
|
158
|
974
|
||||||
Operating leases
|
29
|
58
|
52
|
198
|
337
|
||||||
Capital leases
|
3
|
1
|
―
|
―
|
4
|
||||||
Construction commitments
|
76
|
29
|
6
|
18
|
129
|
||||||
Environmental commitments
|
3
|
11
|
1
|
1
|
16
|
||||||
Pension and other postretirement benefit
|
|||||||||||
obligations(2)
|
80
|
200
|
243
|
448
|
971
|
||||||
Asset retirement obligations
|
15
|
32
|
32
|
1,174
|
1,253
|
||||||
Totals
|
$
|
815
|
$
|
898
|
$
|
534
|
$
|
4,091
|
$
|
6,338
|
|
(1)
|
SoCalGas calculates interest payments using the stated interest rate for fixed-rate obligations.
|
||||||||||
(2)
|
Amounts represent expected company contributions to the plans for the next 10 years.
|
§
|
contracts between consolidated affiliates
|
§
|
intercompany debt
|
§
|
individual contracts that have annual cash requirements less than $1 million
|
§
|
employment contracts
|
§
|
$44 million for Sempra Energy Consolidated
|
§
|
$12 million for SDG&E
|
§
|
$5 million for SoCalGas
|
SUMMARY OF SDG&E NET BOOK INVESTMENT AND RATE BASE INVESTMENT IN SONGS(1)
|
|||||||||
(Dollars in millions)
|
|||||||||
Unit 2
|
Unit 3
|
Common Plant
|
Total
|
||||||
Net book investment:
|
|||||||||
Net property, plant and equipment, including
|
|||||||||
construction work in progress
|
$
|
152
|
$
|
115
|
$
|
120
|
$
|
387
|
|
Materials and supplies
|
―
|
―
|
10
|
10
|
|||||
Nuclear fuel
|
―
|
―
|
115
|
115
|
|||||
Net book investment
|
$
|
152
|
$
|
115
|
$
|
245
|
$
|
512
|
|
Rate base investment
|
$
|
103
|
$
|
93
|
$
|
79
|
$
|
275
|
|
(1)
|
Excludes nuclear decommissioning-related assets and liabilities.
|
§
|
Bay Gas, a facility located 40 miles north of Mobile, Alabama, that provides underground storage and delivery of natural gas. Sempra Natural Gas owns 91 percent of the project. It is the easternmost salt dome storage facility on the Gulf Coast, with direct service to the Florida market and markets across the Southeast, Mid-Atlantic and Northeast regions.
|
§
|
Mississippi Hub, located 45 miles southeast of Jackson, Mississippi, an underground salt dome natural gas storage project with access to shale basins of East Texas and Louisiana, traditional gulf supplies and LNG, with multiple interconnections to serve the Southeast and Northeast regions.
|
§
|
LA Storage, previously referred to as Liberty natural gas storage expansion, a salt cavern development project in Cameron Parish, Louisiana. Sempra Natural Gas owns 75 percent of the project and ProLiance Transportation LLC owns the remaining 25 percent. The project’s location provides access to several LNG facilities in the area.
|
Sempra Energy
|
||||||||||||||
Consolidated
|
SDG&E
|
SoCalGas
|
||||||||||||
Nominal
|
One-Year
|
Nominal
|
One-Year
|
Nominal
|
One-Year
|
|||||||||
(Dollars in millions)
|
Debt
|
VaR(1)
|
Debt
|
VaR(1)
|
Debt
|
VaR(1)
|
||||||||
At December 31, 2012
|
||||||||||||||
California Utilities fixed-rate
|
$
|
5,203
|
$
|
601
|
$
|
3,790
|
$
|
451
|
$
|
1,413
|
$
|
150
|
||
California Utilities variable-rate
|
345
|
14
|
345
|
14
|
―
|
―
|
||||||||
All other, fixed-rate and variable-rate
|
6,306
|
302
|
―
|
―
|
―
|
―
|
||||||||
At December 31, 2011
|
||||||||||||||
California Utilities fixed-rate
|
$
|
4,617
|
$
|
782
|
$
|
3,304
|
$
|
623
|
$
|
1,313
|
$
|
159
|
||
California Utilities variable-rate
|
591
|
25
|
591
|
25
|
―
|
―
|
||||||||
All other, fixed-rate and variable-rate
|
4,602
|
377
|
―
|
―
|
―
|
―
|
||||||||
(1) After the effects of interest rate swaps.
|
§
|
prospective counterparties’ financial condition (including credit ratings)
|
§
|
collateral requirements
|
§
|
the use of standardized agreements that allow for the netting of positive and negative exposures associated with a single counterparty
|
§
|
downgrade triggers
|
(Dollars in millions)
|
Hypothetical Effects
|
||
Translation of 2012 earnings to U.S. dollars
|
$
|
(2)
|
|
Transactional exposures
|
-
|
||
Translation of net assets of foreign subsidiaries and investments in foreign entities
|
(19)
|
CRITICAL ACCOUNTING POLICIES
|
|||
SEMPRA ENERGY, SDG&E AND SOCALGAS
|
|||
CONTINGENCIES
|
|||
Assumptions & Approach Used
|
We accrue losses for the estimated impacts of various conditions, situations or circumstances involving uncertain outcomes. For loss contingencies, we accrue the loss if an event has occurred on or before the balance sheet date and:
§ information available through the date we file our financial statements indicates it is probable that a loss has been incurred, given the likelihood of uncertain future events, and
§ the amount of the loss can be reasonably estimated.
We do not accrue contingencies that might result in gains. We continuously assess contingencies for litigation claims, environmental remediation and other events.
|
||
Effect if Different
Assumptions Used
|
Details of our issues in this area are discussed in Note 15 of the Notes to Consolidated Financial Statements.
|
||
REGULATORY ACCOUNTING
|
|||
Assumptions & Approach Used
|
The California Utilities record a regulatory asset if it is probable that, through the ratemaking process, the utility will recover that asset from customers. Similarly, regulatory liabilities are recorded for amounts recovered in rates in advance of the expenditure. The California Utilities review probabilities associated with regulatory balances whenever new events occur, such as:
§ changes in the regulatory environment or the utility’s competitive position
§ issuance of a regulatory commission order
§ passage of new legislation
To the extent that circumstances associated with regulatory balances change, the regulatory balances are adjusted accordingly.
|
||
Effect if Different
Assumptions Used
|
Details of the California Utilities’ regulatory assets and liabilities and additional factors that management considers when assessing probabilities associated with regulatory balances are discussed in Notes 1, 14 and 15 of the Notes to Consolidated Financial Statements.
|
SEMPRA ENERGY, SDG&E AND SOCALGAS (CONTINUED)
|
||
INCOME TAXES
|
||
Assumptions & Approach Used
|
Our income tax expense and related balance sheet amounts involve significant management estimates and judgments. Amounts of deferred income tax assets and liabilities, as well as current and noncurrent accruals, involve judgments and estimates of the timing and probability of recognition of income and deductions by taxing authorities. When we evaluate the anticipated resolution of income tax issues, we consider
§ past resolutions of the same or similar issue
§ the status of any income tax examination in progress
§ positions taken by taxing authorities with other taxpayers with similar issues
The likelihood of deferred tax recovery is based on analyses of the deferred tax assets and our expectation of future taxable income, based on our strategic planning.
|
|
Effect if Different
Assumptions Used
|
Actual income taxes could vary from estimated amounts because of:
§ future impacts of various items, including changes in tax laws
§ our financial condition in future periods
§ the resolution of various income tax issues between us and taxing authorities
We discuss details of our issues in this area in Note 7 of the Notes to Consolidated Financial Statements.
|
|
Assumptions & Approach Used
|
For an uncertain position to qualify for benefit recognition, the position must have at least a “more likely than not” chance of being sustained (based on the position’s technical merits) upon challenge by the respective authorities. The term “more likely than not” means a likelihood of more than 50 percent. If we do not have a more likely than not position with respect to a tax position, then we do not recognize any of the potential tax benefit associated with the position. A tax position that meets the “more likely than not” recognition is measured as the largest amount of tax benefit that is greater than 50 percent likely of being realized upon the effective resolution of the tax position.
|
|
Effect if Different
Assumptions Used
|
Unrecognized tax benefits involve management’s judgment regarding the likelihood of the benefit being sustained. The final resolution of uncertain tax positions could result in adjustments to recorded amounts and may affect our results of operations, financial position and cash flows.
We discuss additional information related to accounting for uncertainty in income taxes in Note 7 of the Notes to Consolidated Financial Statements.
|
SEMPRA ENERGY, SDG&E AND SOCALGAS (CONTINUED)
|
|||
DERIVATIVES
|
|||
Assumptions & Approach Used
|
We value derivative instruments at fair value on the balance sheet. Depending on the purpose for the contract and the applicability of hedge accounting, the impact of instruments may be offset in earnings, on the balance sheet, or in other comprehensive income. We also use normal purchase or sale accounting for certain contracts. As discussed elsewhere in this report, whenever possible, we use exchange quotations or other third-party pricing to estimate fair values; if no such data is available, we use internally developed models and other techniques. The assumed collectability of derivative assets and receivables considers
§ events specific to a given counterparty
§ the tenor of the transaction
§ the credit-worthiness of the counterparty
|
||
Effect if Different
Assumptions Used
|
The application of hedge accounting to certain derivatives and the normal purchase or sale accounting election is made on a contract-by-contract basis. Using hedge accounting or the normal purchase or sale election in a different manner could materially impact Sempra Energy’s results of operations. However, such alternatives would not have a significant impact on the California Utilities’ results of operations because of regulatory accounting principles. We provide details of our financial instruments in Note 10 of the Notes to Consolidated Financial Statements.
|
||
DEFINED BENEFIT PLANS
|
|||
Assumptions & Approach Used
|
To measure our pension and postretirement obligations, costs and liabilities, we rely on several assumptions. We consider current market conditions, including interest rates, in making these assumptions. We annually review these assumptions prior to the beginning of each year and update when appropriate.
The critical assumptions used to develop the required estimates include the following key factors:
§ discount rates
§ expected return on plan assets
§ health care cost trend rates
§ mortality rates
§ rate of compensation increases
§ termination and retirement rates
§ utilization of postretirement welfare benefits
§ payout elections (lump sum or annuity)
§ lump sum interest rates
|
SEMPRA ENERGY, SDG&E AND SOCALGAS (CONTINUED)
|
||
DEFINED BENEFIT PLANS (CONTINUED)
|
||
Effect if Different
Assumptions Used
|
The actuarial assumptions we use may differ materially from actual results due to:
§ return on plan assets
§ changing market and economic conditions
§ higher or lower withdrawal rates
§ longer or shorter participant life spans
§ more or fewer lump sum versus annuity payout elections made by plan participants
§ retirement rates
These differences, other than those related to the California Utilities’ plans, where rate recovery offsets any effects of the assumptions on earnings, may result in a significant impact to the amount of pension and postretirement benefit expense we record. For the remaining plans, the approximate annual effect on earnings of a 25 basis point increase or decrease in the assumed discount rate would be less than $1 million and the effect of a 25 basis point increase or decrease in the assumed rate of return on plan assets would be less than $1 million.
We provide additional information, including the impact of increases and decreases in the health care cost trend rate, in Note 8 of the Notes to Consolidated Financial Statements.
|
SEMPRA ENERGY AND SDG&E
|
|||
ASSET RETIREMENT OBLIGATIONS
|
|||
Assumptions & Approach Used
|
SDG&E’s legal asset retirement obligations (AROs) related to the decommissioning of SONGS are recorded at fair value based on a site specific study performed every three years. The fair value of the obligations includes
§ estimated decommissioning costs, including labor, equipment, material and other disposal costs
§ inflation adjustment applied to estimated cash flows
§ discount rate based on a credit-adjusted risk-free rate
§ expected date of decommissioning
|
||
Effect if Different
Assumptions Used
|
Changes in the estimated decommissioning costs, or in the assumptions and judgments made by management underlying these estimates, could cause revisions to the estimated total cost associated with retiring the assets. Due to regulatory recovery of SDG&E’s nuclear decommissioning expense, rate-making accounting treatment is applied to SDG&E’s nuclear decommissioning activities, so they have no impact on SDG&E’s reported earnings.
We provide additional detail in Note 6 of the Notes to the Consolidated Financial Statements.
|
SEMPRA ENERGY
|
|||
IMPAIRMENT TESTING OF LONG-LIVED ASSETS
|
|||
Assumptions & Approach Used
|
Whenever events or changes in circumstances indicate that an asset’s carrying amount may not be recoverable, we consider if the estimated future undiscounted cash flows are less than the carrying amount of the assets. If so, we estimate the fair value of these assets to determine the extent to which cost exceeds fair value. For these estimates, we may consider data from multiple valuation methods, including data from market participants. We exercise judgment to estimate the future cash flows and the useful lives of long-lived assets and to determine our intent to use the assets. Our intent to use or dispose of assets is subject to re-evaluation and can change over time.
|
||
Effect if Different
Assumptions Used
|
If an impairment test is required, the fair value of long-lived assets can vary if differing estimates and assumptions are used in the valuation techniques applied as indicated by changing market or other conditions. We discuss impairment of long-lived assets in Note 1 of the Notes to Consolidated Financial Statements.
|
||
IMPAIRMENT TESTING OF GOODWILL
|
|||
Assumptions & Approach Used
|
On an annual basis or whenever events or changes in circumstances necessitate an evaluation, we consider whether goodwill may be impaired. For our annual goodwill impairment testing, we have the option to first make a qualitative assessment of whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount before applying the two-step, quantitative goodwill impairment test. We evaluate relevant events and circumstances to decide whether to perform the qualitative assessment or to proceed directly to the two-step, quantitative goodwill impairment test. When we perform the two-step, quantitative goodwill impairment test, we exercise judgment to develop estimates of the fair value of the reporting unit and the corresponding goodwill. Our fair value estimates are developed from the perspective of a knowledgeable market participant. In the absence of observable transactions in the marketplace for similar investments, we consider an income-based approach such as discounted cash flow analysis. A discounted cash flow analysis may be based directly on anticipated future revenues and expenses and may be performed based on free cash flows generated within the reporting unit. Critical assumptions that affect our estimates of fair value may include
§ consideration of market transactions
§ future cash flows
§ the appropriate risk-adjusted discount rate
§ country risk
§ entity risk
|
||
Effect if Different
Assumptions Used
|
When we choose to make a qualitative assessment of whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the two-step, quantitative goodwill impairment test is not required if we determine that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount. When we determine that it is more likely than not that the fair value of a reporting unit is less than its carrying amount or when we choose to proceed directly to the two-step, quantitative goodwill impairment test, the test requires us to first determine if the carrying value of a reporting unit exceeds its fair value and if so, to measure the amount of goodwill impairment, if any. When determining if goodwill is impaired, the fair value of the reporting unit and goodwill can vary if differing estimates and assumptions are used in the valuation techniques applied as indicated by changing market or other conditions. As a result, recognizing a goodwill impairment may or may not be required. Sempra Energy added $975 million in goodwill to its Consolidated Balance Sheet in 2011. The estimated fair values of the reporting units to which this goodwill was allocated substantially exceeded their carrying values as of October 1, 2012, our most recent goodwill impairment testing date. We discuss goodwill in Notes 1 and 3 of the Notes to Consolidated Financial Statements.
|
SEMPRA ENERGY
|
||
CARRYING VALUE OF EQUITY METHOD INVESTMENTS
|
||
Assumptions & Approach Used
|
We generally account for investments under the equity method when we have an ownership interest of 20 to 50 percent. The premium, or excess cost over the underlying carrying value of net assets, is referred to as equity method goodwill, which is included in the impairment testing of the equity method investment.
We consider whether the fair value of each equity investment as a whole, not the underlying net assets, has declined and whether that decline is other than temporary. To help evaluate whether a decline in fair value below cost has occurred and if the decline is other than temporary, we may develop fair value estimates for the investment. Our fair value estimates are developed from the perspective of a knowledgeable market participant. In the absence of observable transactions in the marketplace for similar investments, we consider an income-based approach such as discounted cash flow analysis or, with less weighting, the replacement cost of the underlying net assets. A discounted cash flow analysis may be based directly on anticipated future distributions from the investment, or may be performed based on free cash flows generated within the entity and adjusted for our ownership share total. When calculating estimates of fair or realizable values, we also consider whether we intend to hold or sell the investment. For certain held investments, critical assumptions may include
§ equity sale offer price for the investment
§ transportation rates for natural gas
§ the appropriate risk-adjusted discount rate
§ the availability and costs of natural gas
§ competing fuels (primarily propane) and electricity
For investments that we hold for sale, such as our Argentine investments, we consider comparable sales values, executed sales transactions or indications of value determined by cash and affiliate receivables within the entity when determining our estimates of fair value.
|
|
Effect if Different
Assumptions Used
|
The risk assumptions applied by other market participants to value the investments could vary significantly or the appropriate approaches could be weighted differently. These differences could impact whether or not the fair value of the investment is less than its cost, and if so, whether that condition is other than temporary. This could result in an impairment charge or a different amount of impairment charge, and, in cases where an impairment charge has been recorded, additional loss or gain upon sale.
We provide additional details in Note 4 of the Notes to Consolidated Financial Statements.
|
§
|
local, regional, national and international economic, competitive, political, legislative and regulatory conditions and developments;
|
§
|
actions and the timing of actions by the California Public Utilities Commission, California State Legislature, Federal Energy Regulatory Commission, U.S. Department of Energy, Nuclear Regulatory Commission, California Energy Commission, California Air Resources Board, and other regulatory, governmental and environmental bodies in the United States and other countries in which we operate;
|
§
|
capital markets conditions, including the availability of credit and the liquidity of our investments;
|
§
|
inflation, interest and exchange rates;
|
§
|
the impact of benchmark interest rates, generally U.S. Treasury bond and Moody’s A-rated utility bond yields, on our California Utilities’ cost of capital;
|
§
|
the timing and success of business development efforts and construction, maintenance and capital projects, including risks inherent in the ability to obtain, and the timing of granting of, permits, licenses, certificates and other authorizations;
|
§
|
energy markets, including the timing and extent of changes and volatility in commodity prices;
|
§
|
the availability of electric power, natural gas and liquefied natural gas, including disruptions caused by failures in the North American transmission grid, pipeline explosions and equipment failures;
|
§
|
weather conditions, natural disasters, catastrophic accidents, and conservation efforts;
|
§
|
risks inherent in nuclear power generation and radioactive materials storage, including the catastrophic release of such materials, the disallowance of the recovery of the investment in or operating costs of the generation facility due to an extended outage, and increased regulatory oversight;
|
§
|
risks posed by decisions and actions of third parties who control the operations of investments in which we do not have a controlling interest;
|
§
|
wars, terrorist attacks and cybersecurity threats;
|
§
|
business, regulatory, environmental and legal decisions and requirements;
|
§
|
expropriation of assets by foreign governments and title and other property disputes;
|
§
|
the status of deregulation of retail natural gas and electricity delivery;
|
§
|
the inability or determination not to enter into long-term supply and sales agreements or long-term firm capacity agreements;
|
§
|
the resolution of litigation; and
|
§
|
other uncertainties, all of which are difficult to predict and many of which are beyond our control.
|
First
|
Second
|
Third
|
Fourth
|
|||||
Quarter
|
Quarter
|
Quarter
|
Quarter
|
|||||
2012
|
||||||||
Market price
|
||||||||
High
|
$
|
60.36
|
$
|
69.46
|
$
|
72.32
|
$
|
72.87
|
Low
|
$
|
54.70
|
$
|
60.04
|
$
|
63.87
|
$
|
64.47
|
2011
|
||||||||
Market price
|
||||||||
High
|
$
|
54.44
|
$
|
55.97
|
$
|
53.76
|
$
|
55.61
|
Low
|
$
|
50.32
|
$
|
51.53
|
$
|
44.78
|
$
|
48.38
|
FIVE-YEAR SUMMARY OF SELECTED FINANCIAL DATA FOR SEMPRA ENERGY
|
|||||||||||||||
(In millions, except for per share amounts)
|
|||||||||||||||
At December 31 or for the years then ended
|
|||||||||||||||
2012
|
2011
|
2010
|
2009
|
2008
|
|||||||||||
Sempra Energy Consolidated
|
|||||||||||||||
Revenues
|
|||||||||||||||
Utilities:
|
|||||||||||||||
Natural gas
|
$
|
3,873
|
$
|
4,489
|
$
|
4,491
|
$
|
4,002
|
$
|
5,573
|
|||||
Electric
|
4,568
|
3,833
|
2,528
|
2,419
|
2,553
|
||||||||||
Energy-related businesses
|
1,206
|
1,714
|
1,984
|
1,685
|
2,632
|
||||||||||
Total revenues
|
$
|
9,647
|
$
|
10,036
|
$
|
9,003
|
$
|
8,106
|
$
|
10,758
|
|||||
Income from continuing operations
|
$
|
920
|
$
|
1,381
|
$
|
703
|
$
|
1,122
|
$
|
1,061
|
|||||
(Earnings) losses from continuing operations attributable
|
|||||||||||||||
to noncontrolling interests
|
(55)
|
(42)
|
16
|
7
|
55
|
||||||||||
Preferred dividends of subsidiaries
|
(6)
|
(8)
|
(10)
|
(10)
|
(10)
|
||||||||||
Earnings/Income from continuing operations attributable
|
|||||||||||||||
to common shares
|
$
|
859
|
$
|
1,331
|
$
|
709
|
$
|
1,119
|
$
|
1,106
|
|||||
Attributable to common shares:
|
|||||||||||||||
Earnings/Income from continuing operations
|
|||||||||||||||
Basic
|
$
|
3.56
|
$
|
5.55
|
$
|
2.90
|
$
|
4.60
|
$
|
4.47
|
|||||
Diluted
|
$
|
3.48
|
$
|
5.51
|
$
|
2.86
|
$
|
4.52
|
$
|
4.40
|
|||||
Dividends declared per common share
|
$
|
2.40
|
$
|
1.92
|
$
|
1.56
|
$
|
1.56
|
$
|
1.37
|
|||||
Return on common equity
|
8.6
|
%
|
14.2
|
%
|
7.9
|
%
|
13.2
|
%
|
13.6
|
%
|
|||||
Effective income tax rate
|
6
|
%
|
23
|
%
|
17
|
%
|
29
|
%
|
31
|
%
|
|||||
Price range of common shares:
|
|||||||||||||||
High
|
$
|
72.87
|
$
|
55.97
|
$
|
56.61
|
$
|
57.18
|
$
|
63.00
|
|||||
Low
|
$
|
54.70
|
$
|
44.78
|
$
|
43.91
|
$
|
36.43
|
$
|
34.29
|
|||||
Weighted average rate base:
|
|||||||||||||||
SoCalGas
|
$
|
3,178
|
$
|
2,948
|
$
|
2,860
|
$
|
2,758
|
$
|
2,702
|
|||||
SDG&E
|
$
|
6,295
|
$
|
5,071
|
$
|
4,697
|
$
|
4,362
|
$
|
4,050
|
|||||
AT DECEMBER 31
|
|||||||||||||||
Current assets
|
$
|
3,695
|
$
|
2,332
|
$
|
3,363
|
$
|
2,296
|
$
|
2,476
|
|||||
Total assets
|
$
|
36,499
|
$
|
33,249
|
$
|
30,231
|
$
|
28,501
|
$
|
26,389
|
|||||
Current liabilities
|
$
|
4,258
|
$
|
4,152
|
$
|
3,786
|
$
|
3,887
|
$
|
3,612
|
|||||
Long-term debt (excludes current portion)
|
$
|
11,621
|
$
|
10,078
|
$
|
8,980
|
$
|
7,460
|
$
|
6,544
|
|||||
Short-term debt(1)
|
$
|
1,271
|
$
|
785
|
$
|
507
|
$
|
1,191
|
$
|
913
|
|||||
Contingently redeemable preferred stock of subsidiary
|
$
|
79
|
$
|
79
|
$
|
79
|
$
|
79
|
$
|
79
|
|||||
Sempra Energy shareholders’ equity
|
$
|
10,282
|
$
|
9,775
|
$
|
8,990
|
$
|
9,000
|
$
|
7,962
|
|||||
Common shares outstanding
|
242.4
|
239.9
|
240.4
|
246.5
|
243.3
|
||||||||||
Book value per share
|
$
|
42.43
|
$
|
40.74
|
$
|
37.39
|
$
|
36.51
|
$
|
32.72
|
|||||
(1) Includes long-term debt due within one year.
|
FIVE-YEAR SUMMARIES OF SELECTED FINANCIAL DATA FOR SDG&E AND SOCALGAS
|
||||||||||
(Dollars in millions)
|
||||||||||
At December 31 or for the years then ended
|
||||||||||
2012
|
2011
|
2010
|
2009
|
2008
|
||||||
SDG&E
|
||||||||||
Statement of Operations Data:
|
||||||||||
Operating revenues
|
$
|
3,694
|
$
|
3,373
|
$
|
3,049
|
$
|
2,916
|
$
|
3,251
|
Operating income
|
809
|
755
|
657
|
589
|
570
|
|||||
Dividends on preferred stock
|
5
|
5
|
5
|
5
|
5
|
|||||
Earnings attributable to common shares
|
484
|
431
|
369
|
344
|
339
|
|||||
Balance Sheet Data:
|
||||||||||
Total assets
|
$
|
14,744
|
$
|
13,555
|
$
|
12,077
|
$
|
10,229
|
$
|
9,079
|
Long-term debt (excludes current portion)
|
4,292
|
4,058
|
3,479
|
2,623
|
2,142
|
|||||
Short-term debt(1)
|
16
|
19
|
19
|
78
|
2
|
|||||
Contingently redeemable preferred stock
|
79
|
79
|
79
|
79
|
79
|
|||||
SDG&E shareholder's equity
|
4,222
|
3,739
|
3,108
|
2,739
|
2,542
|
|||||
SoCalGas
|
||||||||||
Statement of Operations Data:
|
||||||||||
Operating revenues
|
$
|
3,282
|
$
|
3,816
|
$
|
3,822
|
$
|
3,355
|
$
|
4,768
|
Operating income
|
420
|
486
|
516
|
476
|
434
|
|||||
Dividends on preferred stock
|
1
|
1
|
1
|
1
|
1
|
|||||
Earnings attributable to common shares
|
289
|
287
|
286
|
273
|
244
|
|||||
Balance Sheet Data:
|
||||||||||
Total assets
|
$
|
9,071
|
$
|
8,475
|
$
|
7,986
|
$
|
7,287
|
$
|
7,351
|
Long-term debt (excludes current portion)
|
1,409
|
1,064
|
1,320
|
1,283
|
1,270
|
|||||
Short-term debt(1)
|
4
|
257
|
262
|
11
|
100
|
|||||
SoCalGas shareholders’ equity
|
2,235
|
2,193
|
1,955
|
1,766
|
1,490
|
|||||
(1) Includes long-term debt due within one year.
|
SEMPRA ENERGY
|
|||||||
CONSOLIDATED STATEMENTS OF OPERATIONS
|
|||||||
(Dollars in millions, except per share amounts)
|
|||||||
Years ended December 31,
|
|||||||
2012
|
2011
|
2010
|
|||||
REVENUES
|
|||||||
Utilities
|
$
|
8,441
|
$
|
8,322
|
$
|
7,019
|
|
Energy-related businesses
|
1,206
|
1,714
|
1,984
|
||||
Total revenues
|
9,647
|
10,036
|
9,003
|
||||
EXPENSES AND OTHER INCOME
|
|||||||
Utilities:
|
|||||||
Cost of natural gas
|
(1,290)
|
(1,866)
|
(2,012)
|
||||
Cost of electric fuel and purchased power
|
(1,760)
|
(1,397)
|
(637)
|
||||
Energy-related businesses:
|
|||||||
Cost of natural gas, electric fuel and purchased power
|
(481)
|
(746)
|
(1,046)
|
||||
Other cost of sales
|
(159)
|
(137)
|
(88)
|
||||
Litigation expense
|
(26)
|
(37)
|
(169)
|
||||
Other operation and maintenance
|
(2,923)
|
(2,788)
|
(2,499)
|
||||
Depreciation and amortization
|
(1,090)
|
(976)
|
(866)
|
||||
Franchise fees and other taxes
|
(359)
|
(343)
|
(327)
|
||||
Equity earnings (losses), before income tax:
|
|||||||
RBS Sempra Commodities LLP
|
―
|
(24)
|
(314)
|
||||
Rockies Express Pipeline LLC
|
(312)
|
43
|
43
|
||||
Other
|
(7)
|
(10)
|
(21)
|
||||
Remeasurement of equity method investments
|
―
|
277
|
―
|
||||
Other income, net
|
172
|
130
|
140
|
||||
Interest income
|
24
|
26
|
16
|
||||
Interest expense
|
(493)
|
(465)
|
(436)
|
||||
Income before income taxes and equity earnings
|
|||||||
of certain unconsolidated subsidiaries
|
943
|
1,723
|
787
|
||||
Income tax expense
|
(59)
|
(394)
|
(133)
|
||||
Equity earnings, net of income tax
|
36
|
52
|
49
|
||||
Net income
|
920
|
1,381
|
703
|
||||
(Earnings) losses attributable to noncontrolling interests
|
(55)
|
(42)
|
16
|
||||
Preferred dividends of subsidiaries
|
(6)
|
(8)
|
(10)
|
||||
Earnings
|
$
|
859
|
$
|
1,331
|
$
|
709
|
|
Basic earnings per common share
|
$
|
3.56
|
$
|
5.55
|
$
|
2.90
|
|
Weighted-average number of shares outstanding, basic (thousands)
|
241,347
|
239,720
|
244,736
|
||||
Diluted earnings per common share
|
$
|
3.48
|
$
|
5.51
|
$
|
2.86
|
|
Weighted-average number of shares outstanding, diluted (thousands)
|
246,693
|
241,523
|
247,942
|
||||
Dividends declared per share of common stock
|
$
|
2.40
|
$
|
1.92
|
$
|
1.56
|
|
See Notes to Consolidated Financial Statements.
|
SEMPRA ENERGY
|
|||||||||||
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
|
|||||||||||
(Dollars in millions)
|
|||||||||||
Years ended December 31, 2012, 2011 and 2010
|
|||||||||||
Sempra Energy Shareholders' Equity
|
|||||||||||
Pretax
|
Income Tax
|
Net-of-Tax
|
Noncontrolling
|
||||||||
Amount(1)
|
(Expense) Benefit
|
Amount
|
Interests (After-Tax)
|
Total
|
|||||||
2012:
|
|||||||||||
Net income
|
$
|
865
|
$
|
865
|
$
|
55
|
$
|
920
|
|||
Other comprehensive income (loss):
|
|||||||||||
Foreign currency translation adjustments
|
119
|
$
|
―
|
119
|
15
|
134
|
|||||
Pension and other postretirement benefits
|
(4)
|
2
|
(2)
|
―
|
(2)
|
||||||
Financial instruments
|
(6)
|
2
|
(4)
|
(11)
|
(15)
|
||||||
Total other comprehensive income
|
109
|
4
|
113
|
4
|
117
|
||||||
Total comprehensive income
|
974
|
4
|
978
|
59
|
1,037
|
||||||
Preferred dividends of subsidiaries
|
(6)
|
―
|
(6)
|
―
|
(6)
|
||||||
Total comprehensive income, after preferred
|
|||||||||||
dividends of subsidiaries
|
$
|
968
|
$
|
4
|
$
|
972
|
$
|
59
|
$
|
1,031
|
|
2011:
|
|||||||||||
Net income
|
$
|
1,339
|
$
|
1,339
|
$
|
42
|
$
|
1,381
|
|||
Other comprehensive income (loss):
|
|||||||||||
Foreign currency translation adjustments
|
(79)
|
$
|
3
|
(76)
|
6
|
(70)
|
|||||
Reclassification to net income of foreign
|
|||||||||||
currency translation adjustment related
|
|||||||||||
to remeasurement of equity method
|
|||||||||||
investments
|
(54)
|
―
|
(54)
|
―
|
(54)
|
||||||
Available-for-sale securities
|
(2)
|
1
|
(1)
|
―
|
(1)
|
||||||
Pension and other postretirement benefits
|
(20)
|
8
|
(12)
|
―
|
(12)
|
||||||
Financial instruments
|
(26)
|
10
|
(16)
|
(36)
|
(52)
|
||||||
Total other comprehensive income (loss)
|
(181)
|
22
|
(159)
|
(30)
|
(189)
|
||||||
Total comprehensive income
|
1,158
|
22
|
1,180
|
12
|
1,192
|
||||||
Preferred dividends of subsidiaries
|
(8)
|
―
|
(8)
|
―
|
(8)
|
||||||
Total comprehensive income, after preferred
|
|||||||||||
dividends of subsidiaries
|
$
|
1,150
|
$
|
22
|
$
|
1,172
|
$
|
12
|
$
|
1,184
|
|
2010:
|
|||||||||||
Net income (loss)
|
$
|
719
|
$
|
719
|
$
|
(16)
|
$
|
703
|
|||
Other comprehensive income (loss):
|
|||||||||||
Foreign currency translation adjustments
|
47
|
$
|
―
|
47
|
―
|
47
|
|||||
Available-for-sale securities
|
(10)
|
2
|
(8)
|
―
|
(8)
|
||||||
Pension and other postretirement benefits
|
23
|
(10)
|
13
|
―
|
13
|
||||||
Financial instruments
|
(22)
|
9
|
(13)
|
7
|
(6)
|
||||||
Total other comprehensive income
|
38
|
1
|
39
|
7
|
46
|
||||||
Total comprehensive income (loss)
|
757
|
1
|
758
|
(9)
|
749
|
||||||
Preferred dividends of subsidiaries
|
(10)
|
―
|
(10)
|
―
|
(10)
|
||||||
Total comprehensive income (loss), after
|
|||||||||||
preferred dividends of subsidiaries
|
$
|
747
|
$
|
1
|
$
|
748
|
$
|
(9)
|
$
|
739
|
|
(1)
|
Except for Net Income (Loss) and Total Comprehensive Income (Loss).
|
||||||||||
See Notes to Consolidated Financial Statements.
|
SEMPRA ENERGY
|
|||||
CONSOLIDATED BALANCE SHEETS
|
|||||
(Dollars in millions)
|
|||||
December 31,
|
December 31,
|
||||
2012
|
2011
|
||||
ASSETS
|
|||||
Current assets:
|
|||||
Cash and cash equivalents
|
$
|
475
|
$
|
252
|
|
Restricted cash
|
46
|
24
|
|||
Trade accounts receivable, net
|
1,146
|
1,198
|
|||
Other accounts and notes receivable, net
|
153
|
147
|
|||
Income taxes receivable
|
56
|
―
|
|||
Deferred income taxes
|
148
|
―
|
|||
Inventories
|
408
|
346
|
|||
Regulatory balancing accounts – undercollected
|
395
|
38
|
|||
Regulatory assets
|
62
|
89
|
|||
Fixed-price contracts and other derivatives
|
95
|
85
|
|||
U.S. Treasury grants receivable
|
258
|
―
|
|||
Asset held for sale, power plant
|
296
|
―
|
|||
Settlements receivable related to wildfire litigation
|
5
|
10
|
|||
Other
|
152
|
143
|
|||
Total current assets
|
3,695
|
2,332
|
|||
Investments and other assets:
|
|||||
Restricted cash
|
22
|
22
|
|||
Regulatory assets arising from pension and other postretirement
|
|||||
benefit obligations
|
1,151
|
1,126
|
|||
Regulatory assets arising from wildfire litigation costs
|
364
|
594
|
|||
Other regulatory assets
|
1,227
|
1,060
|
|||
Nuclear decommissioning trusts
|
908
|
804
|
|||
Investments
|
1,516
|
1,671
|
|||
Goodwill
|
1,111
|
1,036
|
|||
Other intangible assets
|
436
|
448
|
|||
Sundry
|
878
|
691
|
|||
Total investments and other assets
|
7,613
|
7,452
|
|||
Property, plant and equipment:
|
|||||
Property, plant and equipment
|
33,528
|
31,192
|
|||
Less accumulated depreciation and amortization
|
(8,337)
|
(7,727)
|
|||
Property, plant and equipment, net ($466 and $494 at December 31, 2012 and
|
|||||
2011, respectively, related to VIE)
|
25,191
|
23,465
|
|||
Total assets
|
$
|
36,499
|
$
|
33,249
|
|
See Notes to Consolidated Financial Statements.
|
SEMPRA ENERGY
|
|||||
CONSOLIDATED BALANCE SHEETS
|
|||||
(Dollars in millions)
|
|||||
December 31,
|
December 31,
|
||||
2012
|
2011
|
||||
LIABILITIES AND EQUITY
|
|||||
Current liabilities:
|
|||||
Short-term debt
|
$
|
546
|
$
|
449
|
|
Accounts payable – trade
|
976
|
983
|
|||
Accounts payable – other
|
134
|
124
|
|||
Income taxes payable
|
―
|
5
|
|||
Deferred income taxes
|
―
|
173
|
|||
Dividends and interest payable
|
266
|
219
|
|||
Accrued compensation and benefits
|
337
|
323
|
|||
Regulatory balancing accounts – overcollected
|
141
|
105
|
|||
Current portion of long-term debt
|
725
|
336
|
|||
Fixed-price contracts and other derivatives
|
77
|
92
|
|||
Customer deposits
|
143
|
142
|
|||
Reserve for wildfire litigation
|
305
|
586
|
|||
Other
|
608
|
615
|
|||
Total current liabilities
|
4,258
|
4,152
|
|||
Long-term debt ($335 and $345 at December 31, 2012 and 2011, respectively,
|
|||||
related to VIE)
|
11,621
|
10,078
|
|||
Deferred credits and other liabilities:
|
|||||
Customer advances for construction
|
144
|
142
|
|||
Pension and other postretirement benefit obligations, net of plan assets
|
1,456
|
1,423
|
|||
Deferred income taxes
|
2,100
|
1,520
|
|||
Deferred investment tax credits
|
46
|
49
|
|||
Regulatory liabilities arising from removal obligations
|
2,720
|
2,551
|
|||
Asset retirement obligations
|
2,033
|
1,905
|
|||
Other regulatory liabilities
|
1
|
87
|
|||
Fixed-price contracts and other derivatives
|
252
|
301
|
|||
Reserve for wildfire litigation
|
22
|
10
|
|||
Deferred credits and other
|
1,084
|
774
|
|||
Total deferred credits and other liabilities
|
9,858
|
8,762
|
|||
Contingently redeemable preferred stock of subsidiary
|
79
|
79
|
|||
Commitments and contingencies (Note 15)
|
|||||
Equity:
|
|||||
Preferred stock (50 million shares authorized; none issued)
|
―
|
―
|
|||
Common stock (750 million shares authorized; 242 million and 240 million
|
|||||
shares outstanding at December 31, 2012 and 2011, respectively; no par value)
|
2,217
|
2,104
|
|||
Retained earnings
|
8,441
|
8,162
|
|||
Deferred compensation
|
―
|
(2)
|
|||
Accumulated other comprehensive income (loss)
|
(376)
|
(489)
|
|||
Total Sempra Energy shareholders’ equity
|
10,282
|
9,775
|
|||
Preferred stock of subsidiary
|
20
|
20
|
|||
Other noncontrolling interests
|
381
|
383
|
|||
Total equity
|
10,683
|
10,178
|
|||
Total liabilities and equity
|
$
|
36,499
|
$
|
33,249
|
|
See Notes to Consolidated Financial Statements.
|
|||||
SEMPRA ENERGY
|
|||||||
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
|||||||
(Dollars in millions)
|
|||||||
Years ended December 31,
|
|||||||
2012
|
2011
|
2010
|
|||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
|||||||
Net income
|
$
|
920
|
$
|
1,381
|
$
|
703
|
|
Adjustments to reconcile net income to net cash provided
|
|||||||
by operating activities:
|
|||||||
Depreciation and amortization
|
1,090
|
976
|
866
|
||||
Deferred income taxes and investment tax credits
|
(43)
|
3
|
37
|
||||
Equity losses (earnings)
|
324
|
(61)
|
243
|
||||
Remeasurement of equity method investments
|
―
|
(277)
|
―
|
||||
Fixed-price contracts and other derivatives
|
(26)
|
2
|
13
|
||||
Other
|
34
|
(15)
|
(55)
|
||||
Net change in other working capital components
|
(630)
|
(224)
|
100
|
||||
Distributions from RBS Sempra Commodities LLP
|
―
|
53
|
198
|
||||
Changes in other assets
|
219
|
34
|
54
|
||||
Changes in other liabilities
|
130
|
(5)
|
(5)
|
||||
Net cash provided by operating activities
|
2,018
|
1,867
|
2,154
|
||||
CASH FLOWS FROM INVESTING ACTIVITIES
|
|||||||
Expenditures for property, plant and equipment
|
(2,956)
|
(2,844)
|
(2,062)
|
||||
Proceeds from sale of assets and investments
|
74
|
2
|
303
|
||||
Expenditures for investments and acquisition of businesses,
|
|||||||
net of cash acquired
|
(445)
|
(941)
|
(611)
|
||||
Distributions from RBS Sempra Commodities LLP
|
―
|
570
|
849
|
||||
Distributions from other investments
|
207
|
64
|
371
|
||||
Purchases of nuclear decommissioning and other trust assets
|
(738)
|
(755)
|
(371)
|
||||
Proceeds from sales by nuclear decommissioning and other trusts
|
733
|
753
|
372
|
||||
Decrease in restricted cash
|
196
|
653
|
195
|
||||
Increase in restricted cash
|
(218)
|
(541)
|
(318)
|
||||
Other
|
(11)
|
(31)
|
(11)
|
||||
Net cash used in investing activities
|
(3,158)
|
(3,070)
|
(1,283)
|
||||
CASH FLOWS FROM FINANCING ACTIVITIES
|
|||||||
Common dividends paid
|
(550)
|
(440)
|
(364)
|
||||
Redemption of subsidiary preferred stock
|
―
|
(80)
|
―
|
||||
Preferred dividends paid by subsidiaries
|
(6)
|
(8)
|
(10)
|
||||
Issuances of common stock
|
78
|
28
|
40
|
||||
Repurchases of common stock
|
(16)
|
(18)
|
(502)
|
||||
Issuances of debt (maturities greater than 90 days)
|
3,097
|
2,098
|
1,125
|
||||
Payments on debt (maturities greater than 90 days)
|
(1,112)
|
(482)
|
(905)
|
||||
(Decrease) increase in short-term debt, net
|
(47)
|
(498)
|
568
|
||||
Purchase of noncontrolling interests
|
(7)
|
(43)
|
―
|
||||
Distributions to noncontrolling interests
|
(61)
|
(16)
|
(24)
|
||||
Other
|
(21)
|
(7)
|
3
|
||||
Net cash provided by (used in) financing activities
|
1,355
|
534
|
(69)
|
||||
Effect of exchange rate changes on cash and cash equivalents
|
8
|
9
|
―
|
||||
Increase (decrease) in cash and cash equivalents
|
223
|
(660)
|
802
|
||||
Cash and cash equivalents, January 1
|
252
|
912
|
110
|
||||
Cash and cash equivalents, December 31
|
$
|
475
|
$
|
252
|
$
|
912
|
|
See Notes to Consolidated Financial Statements.
|
SEMPRA ENERGY
|
|||||||
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
|
|||||||
(Dollars in millions)
|
|||||||
Years ended December 31,
|
|||||||
2012
|
2011
|
2010
|
|||||
CHANGES IN OTHER WORKING CAPITAL COMPONENTS
|
|||||||
(Excluding cash and cash equivalents, and debt due within one year)
|
|||||||
Accounts and notes receivable
|
$
|
36
|
$
|
(32)
|
$
|
89
|
|
Income taxes, net
|
(29)
|
269
|
12
|
||||
Inventories
|
(78)
|
(84)
|
(62)
|
||||
Regulatory balancing accounts
|
(291)
|
(150)
|
(155)
|
||||
Regulatory assets and liabilities
|
(6)
|
(2)
|
6
|
||||
Other current assets
|
180
|
295
|
310
|
||||
Accounts and notes payable
|
3
|
60
|
79
|
||||
Other current liabilities
|
(445)
|
(580)
|
(179)
|
||||
Net change in other working capital components
|
$
|
(630)
|
$
|
(224)
|
$
|
100
|
|
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
|
|||||||
Interest payments, net of amounts capitalized
|
$
|
458
|
$
|
440
|
$
|
415
|
|
Income tax payments, net of refunds
|
130
|
144
|
68
|
||||
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING ACTIVITIES
|
|||||||
Acquisition of businesses:
|
|||||||
Assets acquired
|
$
|
29
|
$
|
2,833
|
$
|
303
|
|
Cash paid, net of cash acquired
|
(19)
|
(611)
|
(292)
|
||||
Fair value of equity method investments immediately prior to the acquisition
|
―
|
(882)
|
―
|
||||
Fair value of noncontrolling interests
|
―
|
(279)
|
―
|
||||
Additional consideration accrued
|
―
|
(32)
|
―
|
||||
Liabilities assumed
|
$
|
10
|
$
|
1,029
|
$
|
11
|
|
Accrued capital expenditures
|
$
|
357
|
$
|
368
|
$
|
341
|
|
U.S. Treasury grants receivable(1)
|
213
|
―
|
―
|
||||
Return of investment (industrial development bonds)
|
―
|
180
|
―
|
||||
Increase in capital lease obligations for investments in property, plant and equipment
|
3
|
―
|
192
|
||||
SUPPLEMENTAL DISCLOSURE OF NONCASH FINANCING ACTIVITIES
|
|||||||
Dividends declared but not paid
|
$
|
150
|
$
|
120
|
$
|
96
|
|
Cancellation of debt (industrial development bonds)
|
―
|
180
|
―
|
||||
Conversion of debt into equity
|
―
|
30
|
―
|
||||
(1)
|
Cash grants, excluding $45 million previously recorded in 2011 as investment tax credits.
|
||||||
See Notes to Consolidated Financial Statements.
|
SEMPRA ENERGY
|
|||||||||||||||
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
|
|||||||||||||||
(Dollars in millions)
|
|||||||||||||||
Years ended December 31, 2012, 2011 and 2010
|
|||||||||||||||
Deferred
|
|||||||||||||||
Compen-
|
Accumulated
|
||||||||||||||
sation
|
Other
|
Sempra
|
|||||||||||||
Relating
|
Compre-
|
Energy
|
Non-
|
||||||||||||
Common
|
Retained
|
to
|
hensive
|
Shareholders’
|
controlling
|
Total
|
|||||||||
Stock
|
Earnings
|
ESOP
|
Income (Loss)
|
Equity
|
Interests
|
Equity
|
|||||||||
Balance at December 31, 2009
|
$
|
2,418
|
$
|
6,964
|
$
|
(13)
|
$
|
(369)
|
$
|
9,000
|
$
|
244
|
$
|
9,244
|
|
Net income (loss)
|
719
|
719
|
(16)
|
703
|
|||||||||||
Other comprehensive income
|
39
|
39
|
7
|
46
|
|||||||||||
Share-based compensation expense
|
38
|
38
|
38
|
||||||||||||
Common stock dividends declared
|
(381)
|
(381)
|
(381)
|
||||||||||||
Preferred dividends of subsidiaries
|
(10)
|
(10)
|
(10)
|
||||||||||||
Issuance of common stock
|
64
|
64
|
64
|
||||||||||||
Tax benefit related to share-based
|
|||||||||||||||
compensation
|
5
|
5
|
5
|
||||||||||||
Repurchases of common stock
|
(502)
|
(502)
|
(502)
|
||||||||||||
Common stock released from ESOP
|
13
|
5
|
18
|
18
|
|||||||||||
Distributions to noncontrolling interests
|
(24)
|
(24)
|
|||||||||||||
Balance at December 31, 2010
|
2,036
|
7,292
|
(8)
|
(330)
|
8,990
|
211
|
9,201
|
||||||||
Net income
|
1,339
|
1,339
|
42
|
1,381
|
|||||||||||
Other comprehensive loss
|
(159)
|
(159)
|
(30)
|
(189)
|
|||||||||||
Share-based compensation expense
|
48
|
48
|
48
|
||||||||||||
Common stock dividends declared
|
(461)
|
(461)
|
(461)
|
||||||||||||
Preferred dividends of subsidiaries
|
(8)
|
(8)
|
(8)
|
||||||||||||
Issuance of common stock
|
28
|
28
|
28
|
||||||||||||
Repurchases of common stock
|
(18)
|
(18)
|
(18)
|
||||||||||||
Common stock released from ESOP
|
14
|
6
|
20
|
20
|
|||||||||||
Distributions to noncontrolling interests
|
(16)
|
(16)
|
|||||||||||||
Equity contributed by noncontrolling interests
|
36
|
36
|
|||||||||||||
Acquisition of South American entities
|
279
|
279
|
|||||||||||||
Purchase of noncontrolling interests in
|
|||||||||||||||
subsidiary
|
(4)
|
(4)
|
(39)
|
(43)
|
|||||||||||
Redemption of preferred stock of subsidiary
|
(80)
|
(80)
|
|||||||||||||
Balance at December 31, 2011
|
$
|
2,104
|
$
|
8,162
|
$
|
(2)
|
$
|
(489)
|
$
|
9,775
|
$
|
403
|
$
|
10,178
|
|
See Notes to Consolidated Financial Statements.
|
SEMPRA ENERGY
|
|||||||||||||||
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (CONTINUED)
|
|||||||||||||||
(Dollars in millions)
|
|||||||||||||||
Years ended December 31, 2012, 2011 and 2010
|
|||||||||||||||
Deferred
|
|||||||||||||||
Compen-
|
Accumulated
|
||||||||||||||
sation
|
Other
|
Sempra
|
|||||||||||||
Relating
|
Compre-
|
Energy
|
Non-
|
||||||||||||
Common
|
Retained
|
to
|
hensive
|
Shareholders’
|
controlling
|
Total
|
|||||||||
Stock
|
Earnings
|
ESOP
|
Income (Loss)
|
Equity
|
Interests
|
Equity
|
|||||||||
Balance at December 31, 2011
|
$
|
2,104
|
$
|
8,162
|
$
|
(2)
|
$
|
(489)
|
$
|
9,775
|
$
|
403
|
$
|
10,178
|
|
Net income
|
865
|
865
|
55
|
920
|
|||||||||||
Other comprehensive income
|
113
|
113
|
4
|
117
|
|||||||||||
Share-based compensation expense
|
44
|
44
|
44
|
||||||||||||
Common stock dividends declared
|
(580)
|
(580)
|
(580)
|
||||||||||||
Preferred dividends of subsidiaries
|
(6)
|
(6)
|
(6)
|
||||||||||||
Issuance of common stock
|
78
|
78
|
78
|
||||||||||||
Repurchases of common stock
|
(16)
|
(16)
|
(16)
|
||||||||||||
Common stock released from ESOP
|
7
|
2
|
9
|
9
|
|||||||||||
Distributions to noncontrolling interests
|
(62)
|
(62)
|
|||||||||||||
Equity contributed by noncontrolling interests
|
8
|
8
|
|||||||||||||
Purchase of noncontrolling interest in
|
|||||||||||||||
subsidiary
|
(7)
|
(7)
|
|||||||||||||
Balance at December 31, 2012
|
$
|
2,217
|
$
|
8,441
|
$
|
―
|
$
|
(376)
|
$
|
10,282
|
$
|
401
|
$
|
10,683
|
|
See Notes to Consolidated Financial Statements.
|
SAN DIEGO GAS & ELECTRIC COMPANY
|
||||||
CONSOLIDATED STATEMENTS OF OPERATIONS
|
||||||
(Dollars in millions)
|
||||||
Years ended December 31,
|
||||||
2012
|
2011
|
2010
|
||||
Operating revenues
|
||||||
Electric
|
$
|
3,226
|
$
|
2,830
|
$
|
2,535
|
Natural gas
|
468
|
543
|
514
|
|||
Total operating revenues
|
3,694
|
3,373
|
3,049
|
|||
Operating expenses
|
||||||
Cost of electric fuel and purchased power
|
892
|
715
|
637
|
|||
Cost of natural gas
|
151
|
226
|
217
|
|||
Operation and maintenance
|
1,154
|
1,072
|
987
|
|||
Depreciation and amortization
|
490
|
422
|
381
|
|||
Franchise fees and other taxes
|
198
|
183
|
170
|
|||
Total operating expenses
|
2,885
|
2,618
|
2,392
|
|||
Operating income
|
809
|
755
|
657
|
|||
Other income, net
|
69
|
79
|
10
|
|||
Interest expense
|
(173)
|
(142)
|
(136)
|
|||
Income before income taxes
|
705
|
692
|
531
|
|||
Income tax expense
|
(190)
|
(237)
|
(173)
|
|||
Net income
|
515
|
455
|
358
|
|||
(Earnings) losses attributable to noncontrolling interest
|
(26)
|
(19)
|
16
|
|||
Earnings
|
489
|
436
|
374
|
|||
Preferred dividend requirements
|
(5)
|
(5)
|
(5)
|
|||
Earnings attributable to common shares
|
$
|
484
|
$
|
431
|
$
|
369
|
See Notes to Consolidated Financial Statements.
|
SAN DIEGO GAS & ELECTRIC COMPANY
|
|||||||||||
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
|
|||||||||||
(Dollars in millions)
|
|||||||||||
Years ended December 31, 2012, 2011 and 2010
|
|||||||||||
San Diego Gas & Electric Shareholder's Equity
|
|||||||||||
Pretax
|
Income Tax
|
Net-of-Tax
|
Noncontrolling
|
||||||||
Amount(1)
|
(Expense) Benefit
|
Amount
|
Interest (After-Tax)
|
Total
|
|||||||
2012:
|
|||||||||||
Net income
|
$
|
489
|
$
|
489
|
$
|
26
|
$
|
515
|
|||
Other comprehensive loss:
|
|||||||||||
Pension and other postretirement benefits
|
(1)
|
$
|
―
|
(1)
|
―
|
(1)
|
|||||
Financial instruments
|
―
|
―
|
―
|
(11)
|
(11)
|
||||||
Total other comprehensive loss
|
(1)
|
―
|
(1)
|
(11)
|
(12)
|
||||||
Total comprehensive income
|
$
|
488
|
$
|
―
|
$
|
488
|
$
|
15
|
$
|
503
|
|
2011:
|
|||||||||||
Net income
|
$
|
436
|
$
|
436
|
$
|
19
|
$
|
455
|
|||
Other comprehensive loss:
|
|||||||||||
Financial instruments
|
―
|
$
|
―
|
―
|
(36)
|
(36)
|
|||||
Total other comprehensive loss
|
―
|
―
|
―
|
(36)
|
(36)
|
||||||
Total comprehensive income (loss)
|
$
|
436
|
$
|
―
|
$
|
436
|
$
|
(17)
|
$
|
419
|
|
2010:
|
|||||||||||
Net income (loss)
|
$
|
374
|
$
|
374
|
$
|
(16)
|
$
|
358
|
|||
Other comprehensive income (loss):
|
|||||||||||
Pension and other postretirement benefits
|
(1)
|
$
|
1
|
―
|
―
|
―
|
|||||
Financial instruments
|
―
|
―
|
―
|
7
|
7
|
||||||
Total other comprehensive income (loss)
|
(1)
|
1
|
―
|
7
|
7
|
||||||
Total comprehensive income (loss)
|
$
|
373
|
$
|
1
|
$
|
374
|
$
|
(9)
|
$
|
365
|
|
(1)
|
Except for Net Income (Loss) and Total Comprehensive Income (Loss).
|
||||||||||
See Notes to Consolidated Financial Statements.
|
|||||||||||
SAN DIEGO GAS & ELECTRIC COMPANY
|
|||||
CONSOLIDATED BALANCE SHEETS
|
|||||
(Dollars in millions)
|
|||||
December 31,
|
December 31,
|
||||
2012
|
2011
|
||||
ASSETS
|
|||||
Current assets:
|
|||||
Cash and cash equivalents
|
$
|
87
|
$
|
29
|
|
Restricted cash
|
10
|
21
|
|||
Accounts receivable – trade, net
|
252
|
267
|
|||
Accounts receivable – other, net
|
21
|
23
|
|||
Due from unconsolidated affiliates
|
39
|
67
|
|||
Income taxes receivable
|
35
|
102
|
|||
Inventories
|
82
|
82
|
|||
Regulatory balancing accounts, net
|
395
|
38
|
|||
Regulatory assets arising from fixed-price contracts and other derivatives
|
39
|
67
|
|||
Other regulatory assets
|
10
|
11
|
|||
Fixed-price contracts and other derivatives
|
41
|
27
|
|||
Settlements receivable related to wildfire litigation
|
5
|
10
|
|||
Other
|
71
|
51
|
|||
Total current assets
|
1,087
|
795
|
|||
Other assets:
|
|||||
Restricted cash
|
22
|
22
|
|||
Deferred taxes recoverable in rates
|
718
|
570
|
|||
Regulatory assets arising from fixed-price contracts and other derivatives
|
110
|
191
|
|||
Regulatory assets arising from pension and other postretirement
|
|||||
benefit obligations
|
303
|
309
|
|||
Regulatory assets arising from wildfire litigation costs
|
364
|
594
|
|||
Other regulatory assets
|
252
|
160
|
|||
Nuclear decommissioning trusts
|
908
|
804
|
|||
Sundry
|
117
|
70
|
|||
Total other assets
|
2,794
|
2,720
|
|||
Property, plant and equipment:
|
|||||
Property, plant and equipment
|
14,124
|
13,003
|
|||
Less accumulated depreciation and amortization
|
(3,261)
|
(2,963)
|
|||
Property, plant and equipment, net ($466 and $494 at December 31, 2012
|
|||||
and 2011, respectively, related to VIE)
|
10,863
|
10,040
|
|||
Total assets
|
$
|
14,744
|
$
|
13,555
|
|
See Notes to Consolidated Financial Statements.
|
SAN DIEGO GAS & ELECTRIC COMPANY
|
|||||
CONSOLIDATED BALANCE SHEETS
|
|||||
(Dollars in millions)
|
|||||
December 31,
|
December 31,
|
||||
2012
|
2011
|
||||
LIABILITIES AND EQUITY
|
|||||
Current liabilities:
|
|||||
Accounts payable
|
$
|
300
|
$
|
375
|
|
Due to unconsolidated affiliate
|
19
|
14
|
|||
Deferred income taxes
|
26
|
62
|
|||
Dividends and interest payable
|
36
|
32
|
|||
Accrued compensation and benefits
|
129
|
124
|
|||
Current portion of long-term debt
|
16
|
19
|
|||
Fixed-price contracts and other derivatives
|
56
|
55
|
|||
Customer deposits
|
60
|
62
|
|||
Reserve for wildfire litigation
|
305
|
586
|
|||
Other
|
157
|
107
|
|||
Total current liabilities
|
1,104
|
1,436
|
|||
Long-term debt ($335 and $345 at December 31, 2012 and 2011, respectively,
|
|||||
related to VIE)
|
4,292
|
4,058
|
|||
Deferred credits and other liabilities:
|
|||||
Customer advances for construction
|
17
|
20
|
|||
Pension and other postretirement benefit obligations, net of plan assets
|
340
|
342
|
|||
Deferred income taxes
|
1,636
|
1,167
|
|||
Deferred investment tax credits
|
25
|
26
|
|||
Regulatory liabilities arising from removal obligations
|
1,603
|
1,462
|
|||
Asset retirement obligations
|
733
|
693
|
|||
Fixed-price contracts and other derivatives
|
209
|
243
|
|||
Reserve for wildfire litigation
|
22
|
10
|
|||
Deferred credits and other
|
386
|
178
|
|||
Total deferred credits and other liabilities
|
4,971
|
4,141
|
|||
Contingently redeemable preferred stock
|
79
|
79
|
|||
Commitments and contingencies (Note 15)
|
|||||
Equity:
|
|||||
Common stock (255 million shares authorized; 117 million shares outstanding;
|
|||||
no par value)
|
1,338
|
1,338
|
|||
Retained earnings
|
2,895
|
2,411
|
|||
Accumulated other comprehensive income (loss)
|
(11)
|
(10)
|
|||
Total SDG&E shareholder’s equity
|
4,222
|
3,739
|
|||
Noncontrolling interest
|
76
|
102
|
|||
Total equity
|
4,298
|
3,841
|
|||
Total liabilities and equity
|
$
|
14,744
|
$
|
13,555
|
|
See Notes to Consolidated Financial Statements.
|
SAN DIEGO GAS & ELECTRIC COMPANY
|
||||||
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
||||||
(Dollars in millions)
|
||||||
Years ended December 31,
|
||||||
2012
|
2011
|
2010
|
||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
||||||
Net income
|
$
|
515
|
$
|
455
|
$
|
358
|
Adjustments to reconcile net income to net cash provided by
|
||||||
operating activities:
|
||||||
Depreciation and amortization
|
490
|
422
|
381
|
|||
Deferred income taxes and investment tax credits
|
285
|
290
|
52
|
|||
Fixed-price contracts and other derivatives
|
(12)
|
(13)
|
22
|
|||
Other
|
(63)
|
(68)
|
(32)
|
|||
Changes in other assets
|
201
|
33
|
14
|
|||
Changes in other liabilities
|
129
|
7
|
(3)
|
|||
Changes in working capital components:
|
||||||
Accounts receivable
|
12
|
6
|
―
|
|||
Due to/from affiliates, net
|
29
|
6
|
(2)
|
|||
Inventories
|
―
|
(11)
|
(10)
|
|||
Other current assets
|
208
|
309
|
343
|
|||
Income taxes
|
85
|
(111)
|
12
|
|||
Accounts payable
|
(42)
|
68
|
23
|
|||
Regulatory balancing accounts
|
(322)
|
(87)
|
(99)
|
|||
Interest payable
|
5
|
6
|
10
|
|||
Other current liabilities
|
(419)
|
(430)
|
(340)
|
|||
Net cash provided by operating activities
|
1,101
|
882
|
729
|
|||
CASH FLOWS FROM INVESTING ACTIVITIES
|
||||||
Expenditures for property, plant and equipment
|
(1,237)
|
(1,831)
|
(1,210)
|
|||
Purchases of nuclear decommissioning trust assets
|
(732)
|
(748)
|
(362)
|
|||
Proceeds from sales by nuclear decommissioning trusts
|
723
|
741
|
352
|
|||
Decrease in loans to affiliates, net
|
―
|
―
|
14
|
|||
Proceeds from sale of assets
|
―
|
1
|
―
|
|||
Decrease in restricted cash
|
92
|
520
|
152
|
|||
Increase in restricted cash
|
(81)
|
(447)
|
(260)
|
|||
Net cash used in investing activities
|
(1,235)
|
(1,764)
|
(1,314)
|
|||
CASH FLOWS FROM FINANCING ACTIVITIES
|
||||||
Capital contribution
|
―
|
200
|
―
|
|||
Preferred dividends paid
|
(5)
|
(5)
|
(5)
|
|||
Issuances of long-term debt
|
249
|
598
|
744
|
|||
Payments on long-term debt
|
(10)
|
(10)
|
(10)
|
|||
Capital contribution received by Otay Mesa VIE
|
―
|
5
|
―
|
|||
Capital distributions made by Otay Mesa VIE
|
(40)
|
―
|
(24)
|
|||
Other
|
(2)
|
(4)
|
(6)
|
|||
Net cash provided by financing activities
|
192
|
784
|
699
|
|||
Increase (decrease) in cash and cash equivalents
|
58
|
(98)
|
114
|
|||
Cash and cash equivalents, January 1
|
29
|
127
|
13
|
|||
Cash and cash equivalents, December 31
|
$
|
87
|
$
|
29
|
$
|
127
|
See Notes to Consolidated Financial Statements.
|
SAN DIEGO GAS & ELECTRIC COMPANY
|
||||||
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
|
||||||
(Dollars in millions)
|
||||||
Years ended December 31,
|
||||||
2012
|
2011
|
2010
|
||||
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
|
||||||
Interest payments, net of amounts capitalized
|
$
|
162
|
$
|
131
|
$
|
120
|
Income tax (refunds) payments, net
|
(242)
|
59
|
108
|
|||
SUPPLEMENTAL DISCLOSURE OF NONCASH ACTIVITIES
|
||||||
Increase in capital lease obligations for investments in property, plant
|
||||||
and equipment
|
$
|
3
|
$
|
―
|
$
|
188
|
Accrued capital expenditures
|
153
|
187
|
173
|
|||
Dividends declared but not paid
|
1
|
1
|
1
|
|||
See Notes to Consolidated Financial Statements.
|
SAN DIEGO GAS & ELECTRIC COMPANY
|
||||||||||||
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
|
||||||||||||
(Dollars in millions)
|
||||||||||||
Years ended December 2012, 2011 and 2010
|
||||||||||||
Accumulated
|
||||||||||||
Other
|
SDG&E
|
|||||||||||
Common
|
Retained
|
Comprehensive
|
Shareholder’s
|
Noncontrolling
|
Total
|
|||||||
Stock
|
Earnings
|
Income (Loss)
|
Equity
|
Interest
|
Equity
|
|||||||
Balance at December 31, 2009
|
$
|
1,138
|
$
|
1,611
|
$
|
(10)
|
$
|
2,739
|
$
|
146
|
$
|
2,885
|
Net income (loss)
|
374
|
374
|
(16)
|
358
|
||||||||
Other comprehensive income
|
7
|
7
|
||||||||||
Preferred stock dividends declared
|
(5)
|
(5)
|
(5)
|
|||||||||
Distributions to noncontrolling interest
|
(24)
|
(24)
|
||||||||||
Balance at December 31, 2010
|
1,138
|
1,980
|
(10)
|
3,108
|
113
|
3,221
|
||||||
Net income
|
436
|
436
|
19
|
455
|
||||||||
Other comprehensive loss
|
(36)
|
(36)
|
||||||||||
Preferred stock dividends declared
|
(5)
|
(5)
|
(5)
|
|||||||||
Capital contribution
|
200
|
200
|
200
|
|||||||||
Equity contributed by noncontrolling interest
|
6
|
6
|
||||||||||
Balance at December 31, 2011
|
1,338
|
2,411
|
(10)
|
3,739
|
102
|
3,841
|
||||||
Net income
|
489
|
489
|
26
|
515
|
||||||||
Other comprehensive loss
|
(1)
|
(1)
|
(11)
|
(12)
|
||||||||
Preferred stock dividends declared
|
(5)
|
(5)
|
(5)
|
|||||||||
Distributions to noncontrolling interest
|
(41)
|
(41)
|
||||||||||
Balance at December 31, 2012
|
$
|
1,338
|
$
|
2,895
|
$
|
(11)
|
$
|
4,222
|
$
|
76
|
$
|
4,298
|
See Notes to Consolidated Financial Statements.
|
SOUTHERN CALIFORNIA GAS COMPANY AND SUBSIDIARIES
|
||||||
CONSOLIDATED STATEMENTS OF OPERATIONS
|
||||||
(Dollars in millions)
|
||||||
Years ended December 31,
|
||||||
2012
|
2011
|
2010
|
||||
Operating revenues
|
$
|
3,282
|
$
|
3,816
|
$
|
3,822
|
Operating expenses
|
||||||
Cost of natural gas
|
1,074
|
1,568
|
1,699
|
|||
Operation and maintenance
|
1,304
|
1,305
|
1,174
|
|||
Depreciation and amortization
|
362
|
331
|
309
|
|||
Franchise fees and other taxes
|
122
|
126
|
124
|
|||
Total operating expenses
|
2,862
|
3,330
|
3,306
|
|||
Operating income
|
420
|
486
|
516
|
|||
Other income, net
|
17
|
13
|
12
|
|||
Interest income
|
―
|
1
|
1
|
|||
Interest expense
|
(68)
|
(69)
|
(66)
|
|||
Income before income taxes
|
369
|
431
|
463
|
|||
Income tax expense
|
(79)
|
(143)
|
(176)
|
|||
Net income
|
290
|
288
|
287
|
|||
Preferred dividend requirements
|
(1)
|
(1)
|
(1)
|
|||
Earnings attributable to common shares
|
$
|
289
|
$
|
287
|
$
|
286
|
See Notes to Consolidated Financial Statements.
|
SOUTHERN CALIFORNIA GAS COMPANY AND SUBSIDIARIES
|
|||||||
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
|
|||||||
(Dollars in millions)
|
|||||||
Years ended December 31, 2012, 2011 and 2010
|
|||||||
Pretax
|
Income Tax
|
Net-of-Tax
|
|||||
Amount(1)
|
(Expense) Benefit
|
Amount
|
|||||
2012:
|
|||||||
Net income
|
$
|
290
|
$
|
290
|
|||
Other comprehensive income (loss):
|
|||||||
Pension and other postretirement benefits
|
5
|
$
|
(3)
|
2
|
|||
Financial instruments
|
2
|
(1)
|
1
|
||||
Total other comprehensive income (loss)
|
7
|
(4)
|
3
|
||||
Total comprehensive income (loss)
|
$
|
297
|
$
|
(4)
|
$
|
293
|
|
2011:
|
|||||||
Net income
|
$
|
288
|
$
|
288
|
|||
Other comprehensive income (loss):
|
|||||||
Pension and other postretirement benefits
|
(2)
|
$
|
1
|
(1)
|
|||
Financial instruments
|
3
|
(1)
|
2
|
||||
Total other comprehensive income
|
1
|
―
|
1
|
||||
Total comprehensive income
|
$
|
289
|
$
|
―
|
$
|
289
|
|
2010:
|
|||||||
Net income
|
$
|
287
|
$
|
287
|
|||
Other comprehensive income (loss):
|
|||||||
Financial instruments
|
5
|
$
|
(2)
|
3
|
|||
Total other comprehensive income (loss)
|
5
|
(2)
|
3
|
||||
Total comprehensive income (loss)
|
$
|
292
|
$
|
(2)
|
$
|
290
|
|
(1)
|
Except Net Income and Total Comprehensive Income (Loss).
|
||||||
See Notes to Consolidated Financial Statements.
|
SOUTHERN CALIFORNIA GAS COMPANY AND SUBSIDIARIES
|
||||
CONSOLIDATED BALANCE SHEETS
|
||||
(Dollars in millions)
|
||||
December 31,
|
December 31,
|
|||
2012
|
2011
|
|||
ASSETS
|
||||
Current assets:
|
||||
Cash and cash equivalents
|
$
|
83
|
$
|
36
|
Accounts receivable – trade, net
|
539
|
578
|
||
Accounts receivable – other, net
|
51
|
63
|
||
Due from unconsolidated affiliates
|
24
|
40
|
||
Income taxes receivable
|
104
|
17
|
||
Deferred income taxes
|
3
|
―
|
||
Inventories
|
151
|
151
|
||
Regulatory assets
|
4
|
9
|
||
Other
|
35
|
28
|
||
Total current assets
|
994
|
922
|
||
Other assets:
|
||||
Regulatory assets arising from pension and other postretirement
|
||||
benefit obligations
|
835
|
808
|
||
Other regulatory assets
|
148
|
137
|
||
Sundry
|
77
|
8
|
||
Total other assets
|
1,060
|
953
|
||
Property, plant and equipment:
|
||||
Property, plant and equipment
|
11,187
|
10,565
|
||
Less accumulated depreciation and amortization
|
(4,170)
|
(3,965)
|
||
Property, plant and equipment, net
|
7,017
|
6,600
|
||
Total assets
|
$
|
9,071
|
$
|
8,475
|
See Notes to Consolidated Financial Statements.
|
SOUTHERN CALIFORNIA GAS COMPANY AND SUBSIDIARIES
|
||||
CONSOLIDATED BALANCE SHEETS
|
||||
(Dollars in millions)
|
||||
December 31,
|
December 31,
|
|||
2012
|
2011
|
|||
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
||||
Current liabilities:
|
||||
Accounts payable – trade
|
$
|
383
|
$
|
315
|
Accounts payable – other
|
82
|
78
|
||
Due to unconsolidated affiliate
|
37
|
2
|
||
Deferred income taxes
|
―
|
44
|
||
Accrued compensation and benefits
|
116
|
99
|
||
Regulatory balancing accounts, net
|
141
|
105
|
||
Current portion of long-term debt
|
4
|
257
|
||
Customer deposits
|
76
|
75
|
||
Other
|
124
|
172
|
||
Total current liabilities
|
963
|
1,147
|
||
Long-term debt
|
1,409
|
1,064
|
||
Deferred credits and other liabilities:
|
||||
Customer advances for construction
|
111
|
110
|
||
Pension and other postretirement benefit obligations, net of plan assets
|
855
|
833
|
||
Deferred income taxes
|
881
|
576
|
||
Deferred investment tax credits
|
20
|
23
|
||
Regulatory liabilities arising from removal obligations
|
1,103
|
1,075
|
||
Asset retirement obligations
|
1,238
|
1,161
|
||
Deferred taxes refundable in rates
|
―
|
87
|
||
Deferred credits and other
|
256
|
206
|
||
Total deferred credits and other liabilities
|
4,464
|
4,071
|
||
Commitments and contingencies (Note 15)
|
||||
Shareholders’ equity:
|
||||
Preferred stock
|
22
|
22
|
||
Common stock (100 million shares authorized; 91 million shares outstanding;
|
||||
no par value)
|
866
|
866
|
||
Retained earnings
|
1,365
|
1,326
|
||
Accumulated other comprehensive income (loss)
|
(18)
|
(21)
|
||
Total shareholders’ equity
|
2,235
|
2,193
|
||
Total liabilities and shareholders’ equity
|
$
|
9,071
|
$
|
8,475
|
See Notes to Consolidated Financial Statements.
|
SOUTHERN CALIFORNIA GAS COMPANY AND SUBSIDIARIES
|
||||||
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
||||||
(Dollars in millions)
|
||||||
Years ended December 31,
|
||||||
2012
|
2011
|
2010
|
||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
||||||
Net income
|
$
|
290
|
$
|
288
|
$
|
287
|
Adjustments to reconcile net income to net cash provided by
|
||||||
operating activities:
|
||||||
Depreciation and amortization
|
362
|
331
|
309
|
|||
Deferred income taxes and investment tax credits
|
128
|
130
|
107
|
|||
Other
|
(12)
|
(6)
|
―
|
|||
Changes in other assets
|
14
|
19
|
(7)
|
|||
Changes in other liabilities
|
4
|
(7)
|
8
|
|||
Changes in working capital components:
|
||||||
Accounts receivable
|
37
|
(57)
|
18
|
|||
Inventories
|
(1)
|
(46)
|
(12)
|
|||
Other current assets
|
(6)
|
5
|
(2)
|
|||
Accounts payable
|
54
|
(7)
|
52
|
|||
Income taxes
|
(83)
|
(12)
|
5
|
|||
Due to/from affiliates, net
|
51
|
(18)
|
11
|
|||
Regulatory balancing accounts
|
31
|
(63)
|
(56)
|
|||
Customer deposits
|
1
|
2
|
(13)
|
|||
Other current liabilities
|
(24)
|
(5)
|
29
|
|||
Net cash provided by operating activities
|
846
|
554
|
736
|
|||
CASH FLOWS FROM INVESTING ACTIVITIES
|
||||||
Expenditures for property, plant and equipment
|
(639)
|
(683)
|
(503)
|
|||
(Increase) decrease in loans to affiliate, net
|
(4)
|
49
|
(63)
|
|||
Net cash used in investing activities
|
(643)
|
(634)
|
(566)
|
|||
CASH FLOWS FROM FINANCING ACTIVITIES
|
||||||
Common dividends paid
|
(250)
|
(50)
|
(100)
|
|||
Preferred dividends paid
|
(1)
|
(1)
|
(1)
|
|||
Issuances of long-term debt
|
348
|
―
|
299
|
|||
Payments on long-term debt
|
(250)
|
(250)
|
―
|
|||
Debt issuance costs
|
(3)
|
―
|
―
|
|||
Net cash (used in) provided by financing activities
|
(156)
|
(301)
|
198
|
|||
Increase (decrease) in cash and cash equivalents
|
47
|
(381)
|
368
|
|||
Cash and cash equivalents, January 1
|
36
|
417
|
49
|
|||
Cash and cash equivalents, December 31
|
$
|
83
|
$
|
36
|
$
|
417
|
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
|
||||||
Interest payments, net of amounts capitalized
|
$
|
62
|
$
|
65
|
$
|
54
|
Income tax payments, net of refunds
|
16
|
25
|
64
|
|||
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING ACTIVITIES
|
||||||
Accrued capital expenditures
|
$
|
115
|
$
|
97
|
$
|
103
|
Increase in capital lease obligations for investments in property, plant and
|
||||||
equipment
|
―
|
―
|
4
|
|||
See Notes to Consolidated Financial Statements.
|
SOUTHERN CALIFORNIA GAS COMPANY AND SUBSIDIARIES
|
||||||||||
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY
|
||||||||||
(Dollars in millions)
|
||||||||||
Years ended December 31, 2012, 2011 and 2010
|
||||||||||
Accumulated
|
||||||||||
Other
|
Total
|
|||||||||
Preferred
|
Common
|
Retained
|
Comprehensive
|
Shareholders’
|
||||||
Stock
|
Stock
|
Earnings
|
Income (Loss)
|
Equity
|
||||||
Balance at December 31, 2009
|
$
|
22
|
$
|
866
|
$
|
903
|
$
|
(25)
|
$
|
1,766
|
Net income
|
287
|
287
|
||||||||
Other comprehensive income
|
3
|
3
|
||||||||
Preferred stock dividends declared
|
(1)
|
(1)
|
||||||||
Common stock dividends declared
|
(100)
|
(100)
|
||||||||
Balance at December 31, 2010
|
22
|
866
|
1,089
|
(22)
|
1,955
|
|||||
Net income
|
288
|
288
|
||||||||
Other comprehensive income
|
1
|
1
|
||||||||
Preferred stock dividends declared
|
(1)
|
(1)
|
||||||||
Common stock dividends declared
|
(50)
|
(50)
|
||||||||
Balance at December 31, 2011
|
22
|
866
|
1,326
|
(21)
|
2,193
|
|||||
Net income
|
290
|
290
|
||||||||
Other comprehensive income
|
3
|
3
|
||||||||
Preferred stock dividends declared
|
(1)
|
(1)
|
||||||||
Common stock dividends declared
|
(250)
|
(250)
|
||||||||
Balance at December 31, 2012
|
$
|
22
|
$
|
866
|
$
|
1,365
|
$
|
(18)
|
$
|
2,235
|
See Notes to Consolidated Financial Statements.
|
§
|
San Diego Gas & Electric Company (SDG&E) and Southern California Gas Company (SoCalGas), which are separate, reportable segments;
|
§
|
Sempra International, which includes our Sempra South American Utilities and Sempra Mexico reportable segments; and
|
§
|
Sempra U.S. Gas & Power, which includes our Sempra Renewables and Sempra Natural Gas reportable segments.
|
§
|
the nature of the event giving rise to the assessment;
|
§
|
existing statutes and regulatory code;
|
§
|
legal precedence;
|
§
|
regulatory principles and analogous regulatory actions;
|
§
|
testimony presented in regulatory hearings;
|
§
|
proposed regulatory decisions;
|
§
|
final regulatory orders;
|
§
|
a commission-authorized mechanism established for the accumulation of costs;
|
§
|
status of applications for rehearings or state court appeals;
|
§
|
specific approval from a commission; and
|
§
|
historical experience.
|
SUMMARY OF REGULATORY BALANCING ACCOUNTS AT DECEMBER 31
|
|||||||||||||
(Dollars in millions)
|
|||||||||||||
Sempra Energy
|
|||||||||||||
Consolidated
|
SDG&E
|
SoCalGas
|
|||||||||||
2012
|
2011
|
2012
|
2011
|
2012
|
2011
|
||||||||
Overcollected
|
$
|
643
|
$
|
709
|
$
|
340
|
$
|
419
|
$
|
303
|
$
|
290
|
|
Undercollected
|
(897)
|
(642)
|
(735)
|
(457)
|
(162)
|
(185)
|
|||||||
Net (receivable) payable(1)
|
$
|
(254)
|
$
|
67
|
$
|
(395)
|
$
|
(38)
|
$
|
141
|
$
|
105
|
|
(1)
|
At December 31, 2012 and 2011, the net receivable at SDG&E and the net payable at SoCalGas are shown separately on Sempra Energy's Consolidated Balance Sheet.
|
||||||||||||
REGULATORY ASSETS (LIABILITIES) AT DECEMBER 31
|
|||||
(Dollars in millions)
|
|||||
2012
|
2011
|
||||
SDG&E
|
|||||
Fixed-price contracts and other derivatives
|
$
|
149
|
$
|
258
|
|
Costs related to wildfire litigation
|
364
|
594
|
|||
Deferred taxes recoverable in rates
|
718
|
570
|
|||
Pension and other postretirement benefit obligations
|
303
|
309
|
|||
Removal obligations(1)
|
(1,603)
|
(1,462)
|
|||
Unamortized loss on reacquired debt, net
|
16
|
20
|
|||
Environmental costs
|
16
|
17
|
|||
Legacy meters
|
90
|
91
|
|||
Sunrise Powerlink fire mitigation
|
117
|
―
|
|||
Other
|
23
|
43
|
|||
Total SDG&E
|
193
|
440
|
|||
SoCalGas
|
|||||
Pension and other postretirement benefit obligations
|
835
|
808
|
|||
Employee benefit costs
|
58
|
66
|
|||
Removal obligations(1)
|
(1,103)
|
(1,075)
|
|||
Deferred taxes recoverable (refundable) in rates
|
38
|
(87)
|
|||
Unamortized loss on reacquired debt, net
|
17
|
20
|
|||
Environmental costs
|
14
|
21
|
|||
Workers’ compensation
|
27
|
44
|
|||
Other
|
(2)
|
(5)
|
|||
Total SoCalGas
|
(116)
|
(208)
|
|||
Other Sempra Energy
|
|||||
Mobile Gas regulatory assets
|
20
|
10
|
|||
Mobile Gas regulatory liabilities
|
(15)
|
(15)
|
|||
Willmut Gas
|
(2)
|
―
|
|||
Ecogas
|
1
|
3
|
|||
Total Other Sempra Energy
|
4
|
(2)
|
|||
Total Sempra Energy Consolidated
|
$
|
81
|
$
|
230
|
|
(1)
|
Related to obligations discussed below in “Asset Retirement Obligations.”
|
NET REGULATORY ASSETS (LIABILITIES) AS PRESENTED ON THE CONSOLIDATED BALANCE SHEETS AT DECEMBER 31
|
||||||||||||||
(Dollars in millions)
|
||||||||||||||
2012
|
2011
|
|||||||||||||
Sempra
|
Sempra
|
|||||||||||||
Energy
|
Energy
|
|||||||||||||
Consolidated
|
SDG&E
|
SoCalGas
|
Consolidated
|
SDG&E
|
SoCalGas
|
|||||||||
Current regulatory assets
|
$
|
62
|
$
|
49
|
$
|
4
|
$
|
89
|
$
|
78
|
$
|
9
|
||
Noncurrent regulatory assets
|
2,742
|
1,747
|
983
|
2,780
|
1,824
|
945
|
||||||||
Current regulatory liabilities(1)
|
(2)
|
―
|
―
|
(1)
|
―
|
―
|
||||||||
Noncurrent regulatory liabilities
|
(2,721)
|
(1,603)
|
(1,103)
|
(2,638)
|
(1,462)
|
(1,162)
|
||||||||
Total
|
$
|
81
|
$
|
193
|
$
|
(116)
|
$
|
230
|
$
|
440
|
$
|
(208)
|
||
(1)
|
Included in Other Current Liabilities.
|
§
|
Regulatory assets arising from fixed-price contracts and other derivatives are offset by corresponding liabilities arising from purchased power and natural gas commodity and transportation contracts. The regulatory asset is increased/decreased based on changes in the fair market value of the contracts. It is also reduced as payments are made for commodities and services under these contracts.
|
§
|
Regulatory assets arising from costs related to wildfire litigation are costs in excess of liability insurance coverage and amounts recovered from third parties, as we discuss in Note 14 under “Excess Wildfire Claims Cost Recovery” and Note 15 under “SDG&E—2007 Wildfire Litigation.”
|
§
|
Deferred taxes recoverable/refundable in rates are based on current regulatory ratemaking and income tax laws. SDG&E and SoCalGas expect to recover/refund net regulatory assets/liabilities related to deferred income taxes over the lives of the assets that give rise to the accumulated deferred income tax liabilities/assets.
|
§
|
Regulatory assets related to pension and other postretirement benefit obligations are offset by corresponding liabilities and are being recovered in rates as the plans are funded.
|
§
|
Regulatory assets related to unamortized losses on reacquired debt are recovered over the remaining original amortization periods of the losses on reacquired debt. These periods range from 1 month to 15 years for SDG&E and from 5 months to 13 years for SoCalGas.
|
§
|
Regulatory assets related to environmental costs represent the portion of our environmental liability recognized at the end of the period in excess of the amount that has been recovered through rates charged to customers. We expect this amount to be recovered in future rates as expenditures are made.
|
§
|
The regulatory asset related to the legacy meters removed from service and replaced under the Smart Meter Program is their undepreciated value. SDG&E expects to recover this asset over a remaining life of 27 years.
|
§
|
The regulatory asset related to Sunrise Powerlink fire mitigation is offset by a corresponding liability for the funding of a trust to cover the mitigation costs. SDG&E expects to recover the regulatory asset in rates as the trust is funded over a 50-year period.
|
§
|
quoted forward prices for commodities
|
§
|
time value
|
§
|
current market and contractual prices for the underlying instruments
|
§
|
volatility factors
|
§
|
other relevant economic measures
|
COLLECTION ALLOWANCES
|
||||||
(Dollars in millions)
|
||||||
Years ended December 31,
|
||||||
2012
|
2011
|
2010
|
||||
Sempra Energy Consolidated
|
||||||
Allowances for collection of receivables at January 1
|
$
|
29
|
$
|
29
|
$
|
27
|
Provisions for uncollectible accounts
|
21
|
20
|
22
|
|||
Write-offs of uncollectible accounts
|
(19)
|
(20)
|
(20)
|
|||
Allowances for collection of receivables at December 31
|
$
|
31
|
$
|
29
|
$
|
29
|
SDG&E
|
||||||
Allowances for collection of receivables at January 1
|
$
|
6
|
$
|
5
|
$
|
4
|
Provisions for uncollectible accounts
|
5
|
8
|
7
|
|||
Write-offs of uncollectible accounts
|
(5)
|
(7)
|
(6)
|
|||
Allowances for collection of receivables at December 31
|
$
|
6
|
$
|
6
|
$
|
5
|
SoCalGas
|
||||||
Allowances for collection of receivables at January 1
|
$
|
12
|
$
|
14
|
$
|
16
|
Provisions for uncollectible accounts
|
12
|
8
|
8
|
|||
Write-offs of uncollectible accounts
|
(10)
|
(10)
|
(10)
|
|||
Allowances for collection of receivables at December 31
|
$
|
14
|
$
|
12
|
$
|
14
|
INVENTORY BALANCES AT DECEMBER 31
|
|||||||||||||||||
(Dollars in millions)
|
|||||||||||||||||
Natural Gas
|
LNG
|
Materials and supplies
|
Total
|
||||||||||||||
2012
|
2011
|
2012
|
2011
|
2012
|
2011
|
2012
|
2011
|
||||||||||
SDG&E
|
$
|
3
|
$
|
6
|
$
|
―
|
$
|
―
|
$
|
79
|
$
|
76
|
$
|
82
|
$
|
82
|
|
SoCalGas
|
128
|
128
|
―
|
―
|
23
|
23
|
151
|
151
|
|||||||||
Sempra South American Utilities
|
―
|
―
|
―
|
―
|
34
|
36
|
34
|
36
|
|||||||||
Sempra Mexico
|
―
|
―
|
8
|
10
|
8
|
7
|
16
|
17
|
|||||||||
Sempra Renewables
|
―
|
―
|
―
|
―
|
3
|
―
|
3
|
―
|
|||||||||
Sempra Natural Gas
|
109
|
47
|
8
|
4
|
5
|
9
|
122
|
60
|
|||||||||
Sempra Energy Consolidated
|
$
|
240
|
$
|
181
|
$
|
16
|
$
|
14
|
$
|
152
|
$
|
151
|
$
|
408
|
$
|
346
|
§
|
regulatory assets to offset deferred tax liabilities if it is probable that the amounts will be recovered from customers; and
|
§
|
regulatory liabilities to offset deferred tax assets if it is probable that the amounts will be returned to customers.
|
§
|
labor
|
§
|
materials and contract services
|
§
|
expenditures for replacement parts incurred during a major maintenance outage of a generating plant
|
PROPERTY, PLANT AND EQUIPMENT BY MAJOR FUNCTIONAL CATEGORY
|
||||||||||||
(Dollars in millions)
|
||||||||||||
Property, Plant
|
||||||||||||
and Equipment at
|
Depreciation rates for
|
|||||||||||
December 31,
|
years ended December 31,
|
|||||||||||
2012
|
2011
|
2012
|
2011
|
2010
|
||||||||
SDG&E:
|
||||||||||||
Natural gas operations
|
$
|
1,406
|
$
|
1,349
|
3.20
|
%
|
3.15
|
%
|
3.00
|
%
|
||
Electric distribution
|
5,217
|
4,894
|
4.15
|
4.13
|
4.06
|
|||||||
Electric transmission
|
3,714
|
1,938
|
2.63
|
2.74
|
2.70
|
|||||||
Electric generation(1)
|
2,242
|
2,166
|
4.68
|
4.92
|
4.30
|
|||||||
Other electric(2)
|
679
|
604
|
7.92
|
8.26
|
8.19
|
|||||||
Construction work in progress
|
866
|
2,052
|
NA
|
NA
|
NA
|
|||||||
Total SDG&E
|
14,124
|
13,003
|
||||||||||
SoCalGas:
|
||||||||||||
Natural gas operations(3)
|
10,756
|
10,055
|
3.74
|
3.62
|
3.54
|
|||||||
Other non-utility
|
129
|
129
|
1.36
|
1.62
|
1.74
|
|||||||
Construction work in progress
|
302
|
381
|
NA
|
NA
|
NA
|
|||||||
Total SoCalGas
|
11,187
|
10,565
|
||||||||||
Estimated
|
Weighted Average
|
|||||||||||
Other operating units and parent(4):
|
Useful Lives
|
Useful Life
|
||||||||||
Land and land rights
|
298
|
292
|
20 to 50 years(5)
|
47
|
||||||||
Machinery and equipment:
|
||||||||||||
Utility electric distribution operations
|
1,459
|
1,267
|
10 to 46 years
|
40
|
||||||||
Generating plants
|
1,568
|
1,278
|
3 to 50 years
|
32
|
||||||||
LNG terminals
|
2,061
|
2,059
|
3 to 50 years
|
47
|
||||||||
Pipelines and storage
|
1,634
|
1,510
|
3 to 50 years
|
45
|
||||||||
Other
|
241
|
168
|
2 to 50 years
|
15
|
||||||||
Construction work in progress
|
692
|
849
|
NA
|
NA
|
||||||||
Other
|
264
|
201
|
3 to 80 years
|
31
|
||||||||
8,217
|
7,624
|
|||||||||||
Total Sempra Energy Consolidated
|
$
|
33,528
|
$
|
31,192
|
||||||||
(1)
|
Includes capital lease assets of $183 million at both December 31, 2012 and 2011, primarily related to variable interest entities of which SDG&E is not the primary beneficiary.
|
|||||||||||
(2)
|
Includes capital lease assets of $23 million and $26 million at December 31, 2012 and 2011, respectively.
|
|||||||||||
(3)
|
Includes capital lease assets of $32 million and $33 million at December 31, 2012 and 2011, respectively.
|
|||||||||||
(4)
|
December 31, 2012 balances include $144 million, $171 million and $18 million of utility plant, primarily pipelines and other distribution assets, at Ecogas, Mobile Gas and Willmut Gas, respectively. December 31, 2011 balances include $126 million and $163 million of utility plant, primarily pipelines and other distribution assets, at Ecogas and Mobile Gas, respectively.
|
|||||||||||
(5)
|
Estimated useful lives are for land rights.
|
ACCUMULATED DEPRECIATION AND DECOMMISSIONING AMOUNTS
|
|||||
(Dollars in millions)
|
|||||
December 31,
|
|||||
2012
|
2011
|
||||
SDG&E:
|
|||||
Accumulated depreciation and decommissioning of utility plant in service:
|
|||||
Electric(1)
|
$
|
2,660
|
$
|
2,387
|
|
Natural gas
|
601
|
576
|
|||
Total SDG&E
|
3,261
|
2,963
|
|||
SoCalGas:
|
|||||
Accumulated depreciation of natural gas utility plant in service(2)
|
4,067
|
3,863
|
|||
Accumulated depreciation – other non-utility
|
103
|
102
|
|||
Total SoCalGas
|
4,170
|
3,965
|
|||
Other operating units and parent:
|
|||||
Accumulated depreciation – other(3)
|
806
|
755
|
|||
Accumulated depreciation of utility electric distribution operations
|
100
|
44
|
|||
906
|
799
|
||||
Total Sempra Energy Consolidated
|
$
|
8,337
|
$
|
7,727
|
|
(1)
|
Includes accumulated depreciation for assets under capital lease of $21 million and $16 million at December 31, 2012 and 2011, respectively.
|
||||
(2)
|
Includes accumulated depreciation for assets under capital lease of $28 million and $22 million at December 31, 2012 and 2011, respectively.
|
||||
(3)
|
December 31, 2012 balances include $34 million, $21 million and $1 million of accumulated depreciation for utility plant at Ecogas, Mobile Gas and Willmut Gas, respectively. December 31, 2011 balances include $28 million and $15 million of accumulated depreciation for utility plant at Ecogas and Mobile Gas, respectively.
|
CAPITALIZED FINANCING COSTS
|
||||||
(Dollars in millions)
|
||||||
Years ended December 31,
|
||||||
2012
|
2011
|
2010
|
||||
Sempra Energy Consolidated:
|
||||||
AFUDC related to debt
|
$
|
38
|
$
|
40
|
$
|
24
|
AFUDC related to equity
|
96
|
99
|
57
|
|||
Other capitalized financing costs
|
52
|
26
|
33
|
|||
Total Sempra Energy Consolidated
|
$
|
186
|
$
|
165
|
$
|
114
|
SDG&E:
|
||||||
AFUDC related to debt
|
$
|
30
|
$
|
33
|
$
|
18
|
AFUDC related to equity
|
71
|
80
|
43
|
|||
Total SDG&E
|
$
|
101
|
$
|
113
|
$
|
61
|
SoCalGas:
|
||||||
AFUDC related to debt
|
$
|
8
|
$
|
7
|
$
|
6
|
AFUDC related to equity
|
25
|
19
|
14
|
|||
Other capitalized financing costs
|
1
|
―
|
―
|
|||
Total SoCalGas
|
$
|
34
|
$
|
26
|
$
|
20
|
(Dollars in millions)
|
2012
|
||
Property, plant, and equipment, net
|
$
|
292
|
|
Inventories
|
4
|
||
Total assets held for sale
|
296
|
||
Liability held for sale - asset retirement obligation(1)
|
(5)
|
||
Total
|
$
|
291
|
|
(1)
|
Included in Other Current Liabilities on the Consolidated Balance Sheet.
|
§
|
consideration of market transactions
|
§
|
future cash flows
|
§
|
the appropriate risk-adjusted discount rate
|
§
|
country risk
|
§
|
entity risk
|
GOODWILL
|
|||||||||
(Dollars in millions)
|
|||||||||
Sempra
|
|||||||||
South American
|
Sempra
|
Sempra
|
|||||||
Utilities
|
Mexico
|
Natural Gas
|
Total
|
||||||
Balance at December 31, 2010
|
$
|
―
|
$
|
25
|
$
|
62
|
$
|
87
|
|
Acquisition of subsidiaries
|
975
|
―
|
―
|
975
|
|||||
Foreign currency translation(1)
|
(26)
|
―
|
―
|
(26)
|
|||||
Balance at December 31, 2011
|
949
|
25
|
62
|
1,036
|
|||||
Acquisition of subsidiary
|
―
|
―
|
10
|
10
|
|||||
Foreign currency translation(1)
|
65
|
―
|
―
|
65
|
|||||
Balance at December 31, 2012
|
$
|
1,014
|
$
|
25
|
$
|
72
|
$
|
1,111
|
|
(1)
|
We record the offset of this fluctuation to other comprehensive income.
|
OTHER INTANGIBLE ASSETS
|
|||||
(Dollars in millions)
|
|||||
Amortization period
|
December 31,
|
December 31,
|
|||
(years)
|
2012
|
2011
|
|||
Storage rights
|
46
|
$
|
138
|
$
|
138
|
Development rights
|
50
|
322
|
322
|
||
Other
|
15 years to indefinite
|
19
|
21
|
||
479
|
481
|
||||
Less accumulated amortization:
|
|||||
Storage rights
|
(13)
|
(10)
|
|||
Development rights
|
(27)
|
(21)
|
|||
Other
|
(3)
|
(2)
|
|||
(43)
|
(33)
|
||||
Total
|
$
|
436
|
$
|
448
|
§
|
significant decreases in the market price of an asset
|
§
|
a significant adverse change in the extent or manner in which we use an asset or in its physical condition
|
§
|
a significant adverse change in legal or regulatory factors or in the business climate that could affect the value of an asset
|
§
|
a current period operating or cash flow loss combined with a history of operating or cash flow losses or a projection of continuing losses associated with the use of a long-lived asset
|
§
|
a current expectation that, more likely than not, a long-lived asset will be sold or otherwise disposed of significantly before the end of its previously estimated useful life
|
§
|
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 right to receive benefits that could be significant to the VIE.
|
AMOUNTS ASSOCIATED WITH OTAY MESA VIE
|
|||||||||
(Dollars in millions)
|
|||||||||
December 31,
|
|||||||||
2012
|
2011
|
||||||||
Cash and cash equivalents
|
$
|
8
|
$
|
12
|
|||||
Restricted cash
|
10
|
7
|
|||||||
Accounts receivable - trade, net
|
―
|
7
|
|||||||
Inventories
|
2
|
2
|
|||||||
Other
|
1
|
1
|
|||||||
Total current assets
|
21
|
29
|
|||||||
Restricted cash
|
22
|
22
|
|||||||
Sundry
|
5
|
6
|
|||||||
Property, plant and equipment, net
|
466
|
494
|
|||||||
Total assets
|
$
|
514
|
$
|
551
|
|||||
Current portion of long-term debt
|
$
|
10
|
$
|
10
|
|||||
Fixed-price contracts and other derivatives
|
17
|
16
|
|||||||
Other
|
8
|
9
|
|||||||
Total current liabilities
|
35
|
35
|
|||||||
Long-term debt
|
335
|
345
|
|||||||
Fixed-price contracts and other derivatives
|
64
|
65
|
|||||||
Deferred credits and other
|
4
|
4
|
|||||||
Other noncontrolling interest
|
76
|
102
|
|||||||
Total liabilities and equity
|
$
|
514
|
$
|
551
|
|||||
Years ended December 31,
|
|||||||||
2012
|
2011
|
2010
|
|||||||
Operating revenues
|
|||||||||
Electric
|
$
|
―
|
$
|
―
|
$
|
(1)
|
|||
Natural gas
|
―
|
―
|
(3)
|
||||||
Total operating revenues
|
―
|
―
|
(4)
|
||||||
Operating expenses
|
|||||||||
Cost of electric fuel and purchased power
|
(83)
|
(72)
|
(82)
|
||||||
Operation and maintenance
|
19
|
19
|
20
|
||||||
Depreciation and amortization
|
26
|
22
|
26
|
||||||
Total operating expenses
|
(38)
|
(31)
|
(36)
|
||||||
Operating income
|
38
|
31
|
32
|
||||||
Other (expense) income, net
|
(1)
|
(1)
|
(34)
|
||||||
Interest expense
|
(11)
|
(11)
|
(14)
|
||||||
Income (loss) before income taxes/Net income (loss)
|
26
|
19
|
(16)
|
||||||
(Earnings) losses attributable to noncontrolling interest
|
(26)
|
(19)
|
16
|
||||||
Earnings
|
$
|
―
|
$
|
―
|
$
|
―
|
§
|
fuel and storage tanks
|
§
|
natural gas distribution system
|
§
|
hazardous waste storage facilities
|
§
|
asbestos-containing construction materials
|
§
|
decommissioning of nuclear power facilities
|
§
|
electric distribution and transmission systems
|
§
|
site restoration of a former power plant
|
§
|
power generation plant (natural gas)
|
§
|
natural gas transmission pipelines
|
§
|
underground natural gas storage facilities and wells
|
§
|
power generation plant (natural gas)
|
§
|
natural gas distribution and transportation systems
|
§
|
LNG terminal
|
§
|
certain power generation plants (solar)
|
§
|
power generation plant (natural gas)
|
§
|
natural gas distribution and transportation systems
|
§
|
underground natural gas storage facilities
|
CHANGES IN ASSET RETIREMENT OBLIGATIONS
|
|||||||||||||||
(Dollars in millions)
|
|||||||||||||||
Sempra Energy
|
|||||||||||||||
Consolidated
|
SDG&E
|
SoCalGas
|
|||||||||||||
2012
|
2011
|
2012
|
2011
|
2012
|
2011
|
||||||||||
Balance as of January 1(1)
|
$
|
1,925
|
$
|
1,468
|
$
|
698
|
$
|
623
|
$
|
1,175
|
$
|
803
|
|||
Accretion expense
|
92
|
82
|
42
|
38
|
48
|
41
|
|||||||||
Liabilities incurred
|
21
|
12
|
―
|
3
|
―
|
―
|
|||||||||
Reclassification(2)
|
(5)
|
―
|
―
|
―
|
―
|
―
|
|||||||||
Payments
|
(2)
|
(1)
|
―
|
―
|
(1)
|
―
|
|||||||||
Revisions(3)
|
25
|
364
|
1
|
34
|
31
|
331
|
|||||||||
Balance as of December 31(1)
|
$
|
2,056
|
$
|
1,925
|
$
|
741
|
$
|
698
|
$
|
1,253
|
$
|
1,175
|
|||
(1)
|
The current portions of the obligations are included in Other Current Liabilities on the Consolidated Balance Sheets.
|
||||||||||||||
(2)
|
Reclassification to liability held for sale - asset retirement obligation which is included in Other Current Liabilities on the Consolidated Balance Sheets, as we discuss in "Assets Held for Sale" above.
|
||||||||||||||
(3)
|
The increase in obligations at SDG&E and SoCalGas for revisions in 2011 resulted from changes in assets in service and a decrease in the discount rate from 5.13 percent in 2010 to 4.00 percent in 2011, based on the risk-free rate plus an estimated credit spread.
|
§
|
information available through the date we file our financial statements indicates it is probable that a loss has been incurred, given the likelihood of uncertain future events; and
|
§
|
the amounts of the loss can be reasonably estimated.
|
§
|
foreign currency translation adjustments
|
§
|
changes in unamortized net actuarial gain or loss and prior service cost related to pension and other postretirement benefits plans
|
§
|
unrealized gains or losses on available-for-sale securities
|
§
|
certain hedging activities
|
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) AND
|
||||||||
ASSOCIATED INCOME TAX EXPENSE (BENEFIT)
|
||||||||
(Dollars in millions)
|
||||||||
Accumulated Other
Comprehensive
Income (Loss)
|
Income Tax
Expense (Benefit)
|
|||||||
2012
|
2011
|
2012
|
2011
|
|||||
Sempra Energy Consolidated
|
||||||||
Foreign currency translation loss
|
$
|
(240)
|
$
|
(359)
|
$
|
―
|
$
|
(3)
|
Financial instruments
|
(35)
|
(31)
|
(24)
|
(22)
|
||||
Unamortized net actuarial loss
|
(102)
|
(100)
|
(70)
|
(68)
|
||||
Unamortized prior service credit
|
1
|
1
|
1
|
1
|
||||
Balance as of December 31
|
$
|
(376)
|
$
|
(489)
|
$
|
(93)
|
$
|
(92)
|
SDG&E
|
||||||||
Unamortized net actuarial loss
|
$
|
(12)
|
$
|
(11)
|
$
|
(8)
|
$
|
(8)
|
Unamortized prior service credit
|
1
|
1
|
1
|
1
|
||||
Balance as of December 31
|
$
|
(11)
|
$
|
(10)
|
$
|
(7)
|
$
|
(7)
|
SoCalGas
|
||||||||
Financial instruments
|
$
|
(15)
|
$
|
(16)
|
$
|
(10)
|
$
|
(11)
|
Unamortized net actuarial loss
|
(4)
|
(6)
|
(1)
|
(4)
|
||||
Unamortized prior service credit
|
1
|
1
|
―
|
―
|
||||
Balance as of December 31
|
$
|
(18)
|
$
|
(21)
|
$
|
(11)
|
$
|
(15)
|
OTHER NONCONTROLLING INTERESTS AS OF DECEMBER 31
|
|||||||
(Dollars in millions)
|
|||||||
Percent Ownership Held by Others
|
2012
|
2011
|
|||||
Otay Mesa VIE (at SDG&E)
|
100
|
%
|
$
|
76
|
$
|
102
|
|
Chilquinta Energía subsidiaries
|
24 - 43
|
29
|
34
|
||||
Luz del Sur
|
20
|
236
|
216
|
||||
Tecsur
|
10
|
4
|
4
|
||||
Bay Gas Storage Company, Ltd.(1)
|
9
|
20
|
17
|
||||
Liberty Gas Storage, LLC(1)
|
25
|
15
|
9
|
||||
Southern Gas Transmission Company(1)
|
49
|
1
|
1
|
||||
Total Sempra Energy
|
$
|
381
|
$
|
383
|
|||
(1)
|
Part of Sempra Natural Gas.
|
TOTAL UTILITIES REVENUES AT SEMPRA ENERGY CONSOLIDATED(1)
|
|||||||
(Dollars in millions)
|
|||||||
Years ended December 31,
|
|||||||
2012
|
2011
|
2010
|
|||||
Natural gas revenues
|
$
|
3,873
|
$
|
4,489
|
$
|
4,491
|
|
Electric revenues
|
4,568
|
3,833
|
2,528
|
||||
Total
|
$
|
8,441
|
$
|
8,322
|
$
|
7,019
|
|
(1)
|
Excludes intercompany revenues.
|
§
|
pipeline capacity marketing costs, and pipeline transportation and natural gas marketing costs incurred at Sempra Natural Gas;
|
§
|
electric construction services costs at Sempra South American Utilities; and
|
§
|
management service fees at Sempra Mexico.
|
Upward (downward)
adjustment to investments
|
||||||
Investment
|
Currency
|
2011(1)
|
2010
|
|||
Chilquinta Energía
|
Chilean Peso
|
$
|
(10)
|
$
|
34
|
|
Luz del Sur
|
Peruvian Nuevo Sol
|
―
|
5
|
|||
(1)
|
As discussed in Note 3, the cumulative foreign currency translation adjustment balances totaling $54 million in Accumulated Other Comprehensive Income (Loss) as of April 6, 2011 were reclassified to net income as a result of the gain on the remeasurement of our equity method investments in Chilquinta Energía and Luz del Sur during the second quarter of 2011.
|
Years ended December 31,
|
||||||
(Dollars in millions)
|
2012
|
2011
|
2010
|
|||
Currency transaction gain
|
$
|
9
|
$
|
11
|
$
|
4
|
AMOUNTS DUE TO AND FROM AFFILIATES AT SDG&E AND SOCALGAS
|
|||||
(Dollars in millions)
|
|||||
December 31,
|
|||||
2012
|
2011
|
||||
SDG&E
|
|||||
Current:
|
|||||
Due from SoCalGas
|
$
|
37
|
$
|
2
|
|
Due from various affiliates
|
2
|
65
|
|||
$
|
39
|
$
|
67
|
||
Due to Sempra Energy
|
$
|
19
|
$
|
14
|
|
Income taxes due from Sempra Energy(1)
|
$
|
12
|
$
|
97
|
|
SoCalGas
|
|||||
Current:
|
|||||
Due from Sempra Energy
|
$
|
24
|
$
|
23
|
|
Due from various affiliates
|
―
|
17
|
|||
$
|
24
|
$
|
40
|
||
Due to SDG&E
|
$
|
37
|
$
|
2
|
|
Income taxes due from Sempra Energy(1)
|
$
|
99
|
$
|
17
|
|
(1)
|
SDG&E and SoCalGas are included in the consolidated income tax return of Sempra Energy and are allocated income tax expense from Sempra Energy in an amount equal to that which would result from the companies’ having always filed a separate return.
|
REVENUES FROM UNCONSOLIDATED AFFILIATES AT SDG&E AND SOCALGAS
|
||||||
(Dollars in millions)
|
||||||
Years ended December 31,
|
||||||
2012
|
2011
|
2010
|
||||
SDG&E
|
$
|
9
|
$
|
7
|
$
|
8
|
SoCalGas
|
46
|
53
|
44
|
AMOUNTS RECORDED FOR TRANSACTIONS WITH RBS SEMPRA COMMODITIES
|
|||||
(Dollars in millions)
|
|||||
Years ended December 31,
|
|||||
2011(1)
|
2010
|
||||
Revenues:
|
|||||
SoCalGas
|
$
|
―
|
$
|
14
|
|
Sempra Mexico
|
37
|
82
|
|||
Sempra Natural Gas
|
7
|
184
|
|||
Cost of natural gas:
|
|||||
SDG&E
|
$
|
―
|
$
|
3
|
|
SoCalGas
|
―
|
36
|
|||
Sempra Mexico
|
74
|
193
|
|||
Sempra Natural Gas
|
3
|
177
|
|||
(1)
|
With the exception of Sempra Mexico, whose contract with RBS Sempra Commodities expired in July 2011, amounts only include activities prior to May 1, 2011, the date by which substantially all the contracts with RBS Sempra Commodities were assigned to buyers of the joint venture businesses.
|
§
|
Wholly owned Mobile Gas has long-term debt instruments containing restrictions relating to the payment of dividends and other distributions with respect to capital stock. Under these restrictions, net assets of approximately $116 million are restricted at December 31, 2012.
|
§
|
91-percent owned Bay Gas has long-term debt instruments containing restrictions relating to the payment of dividends and other distributions if Bay Gas does not maintain a specified debt service coverage ratio. Bay Gas had no restricted net assets at December 31, 2012.
|
§
|
50-percent owned and unconsolidated Fowler Ridge 2 Wind Farm (Fowler Ridge 2) and Cedar Creek 2 Wind Farm (Cedar Creek 2) have debt agreements which require each joint venture to maintain reserve accounts in order to pay the projects’ debt service and operation and maintenance requirements. As a result of these requirements, total joint venture net assets of approximately $35 million at Fowler Ridge 2 and $29 million at Cedar Creek 2 are restricted at December 31, 2012. We discuss Sempra Energy guarantees associated with these requirements in Note 5.
|
§
|
Mesquite Solar 1 and Copper Mountain Solar 1 have long-term debt agreements that require the establishment and funding of project accounts to which the proceeds of loans, project revenues and other amounts are deposited and applied in accordance with the debt agreements. These long-term debt agreements also limit Mesquite Solar 1’s and Copper Mountain Solar 1’s ability to incur liens, incur additional indebtedness, make acquisitions, pay cash dividends and undertake certain actions, while also requiring maintenance of certain debt ratios. Under these restrictions, net assets totaling $35 million are restricted at December 31, 2012.
|
§
|
Peru and Mexico require domestic corporations to maintain minimum legal reserves as a percentage of capital stock, resulting in restricted net assets of $35 million at Luz del Sur and $61 million at Sempra Energy’s consolidated Mexican subsidiaries as of December 31, 2012.
|
§
|
50-percent owned and unconsolidated Gasoductos de Chihuahua has long-term debt agreements which require the joint venture to maintain reserve accounts to meet debt service requirements. As a result, total joint venture assets of $19 million are restricted at December 31, 2012.
|
§
|
The CPUC requires that SDG&E’s and SoCalGas’ common equity ratios be no lower than one percentage point below the CPUC authorized percentage of each entity’s authorized capital structure, which at December 31, 2012 was:
|
§
|
49 percent at SDG&E
|
§
|
48 percent at SoCalGas.
|
§
|
The FERC requires SDG&E to maintain a common equity ratio of 30 percent or above.
|
§
|
The California Utilities have a combined revolving credit line that requires each utility to maintain a ratio of consolidated indebtedness to consolidated capitalization (as defined in the agreement) of no more than 65 percent, as we discuss in Note 5.
|
OTHER INCOME, NET
|
|||||||
(Dollars in millions)
|
|||||||
Years ended December 31,
|
|||||||
2012
|
2011
|
2010
|
|||||
Sempra Energy Consolidated:
|
|||||||
Allowance for equity funds used during construction
|
$
|
96
|
$
|
99
|
$
|
57
|
|
Investment gains(1)
|
41
|
22
|
35
|
||||
Gains (losses) on interest rate and foreign exchange instruments(2)
|
10
|
(14)
|
(24)
|
||||
Regulatory interest income, net(3)
|
1
|
2
|
1
|
||||
Sundry, net(4)
|
24
|
21
|
71
|
||||
|
Total
|
$
|
172
|
$
|
130
|
$
|
140
|
SDG&E:
|
|||||||
Allowance for equity funds used during construction
|
$
|
71
|
$
|
80
|
$
|
43
|
|
Regulatory interest income, net(3)
|
2
|
2
|
―
|
||||
Losses on interest rate instruments(5)
|
―
|
(1)
|
(34)
|
||||
Sundry, net
|
(4)
|
(2)
|
1
|
||||
|
Total
|
$
|
69
|
$
|
79
|
$
|
10
|
SoCalGas:
|
|||||||
Allowance for equity funds used during construction
|
$
|
25
|
$
|
19
|
$
|
14
|
|
Regulatory interest (expense) income, net(3)
|
(1)
|
―
|
1
|
||||
Sundry, net
|
(7)
|
(6)
|
(3)
|
||||
Total
|
$
|
17
|
$
|
13
|
$
|
12
|
|
(1)
|
Represents investment gains on dedicated assets in support of our executive retirement and deferred compensation plans. These amounts are partially offset by corresponding changes in compensation expense related to the plans.
|
||||||
(2)
|
Sempra Energy Consolidated includes Otay Mesa VIE and additional instruments.
|
||||||
(3)
|
Interest on regulatory balancing accounts.
|
||||||
(4)
|
Amount in 2010 includes proceeds of $48 million from a legal settlement.
|
||||||
(5)
|
Related to Otay Mesa VIE.
|
§
|
quantitative information about the unobservable inputs
|
§
|
a description of the valuation process
|
§
|
a qualitative discussion about the sensitivity of the measurements
|
PURCHASE PRICE ALLOCATION
|
||||||||||
(Dollars in millions)
|
||||||||||
At April 6, 2011
|
||||||||||
Other
|
||||||||||
Chilean
|
Peruvian
|
holding
|
||||||||
entities
|
entities
|
companies
|
Total
|
|||||||
Fair value of businesses acquired:
|
||||||||||
Cash consideration (fair value of total
|
||||||||||
consideration)
|
$
|
495
|
$
|
385
|
$
|
8
|
$
|
888
|
||
Fair value of equity method
|
||||||||||
investments immediately prior to
|
||||||||||
the acquisition
|
495
|
385
|
2
|
882
|
||||||
Fair value of noncontrolling interests
|
37
|
242
|
―
|
279
|
||||||
Total fair value of businesses acquired
|
1,027
|
1,012
|
10
|
2,049
|
||||||
Recognized amounts of identifiable assets
|
||||||||||
acquired and liabilities assumed:
|
||||||||||
Cash
|
219
|
22
|
4
|
245
|
||||||
Property, plant and equipment
|
555
|
931
|
―
|
1,486
|
||||||
Long-term debt
|
(305)
|
(179)
|
―
|
(484)
|
||||||
Other net assets (liabilities) acquired
|
44
|
(223)
|
6
|
(173)
|
||||||
Total identifiable net assets
|
513
|
551
|
10
|
1,074
|
||||||
Goodwill
|
$
|
514
|
$
|
461
|
$
|
―
|
$
|
975
|
§
|
the replacement cost approach for property, plant and equipment; and
|
§
|
goodwill associated primarily with the value of residual future cash flows that we believe these businesses will generate, to be tested annually for impairment. For income tax purposes, none of the goodwill recorded is deductible in Chile, Peru or the United States.
|
Years ended December 31,
|
|||||
(Dollars in millions)
|
2011
|
2010
|
|||
Revenues
|
$
|
10,379
|
$
|
10,277
|
|
Earnings(1)
|
1,079
|
1,062
|
|||
(1)
|
Pro forma earnings for 2010 include the $277 million gain related to the remeasurement of equity method investments, and accordingly, pro forma earnings for 2011 exclude the gain.
|
(Dollars in millions)
|
At April 30, 2010
|
||
Cash consideration (fair value of total consideration)
|
$
|
307
|
|
Recognized amounts of identifiable assets acquired and liabilities assumed:
|
|||
Investment in equity method investee
|
256
|
||
Other net assets acquired
|
33
|
||
Total identifiable net assets
|
289
|
||
Goodwill(1)
|
$
|
18
|
(1)
|
The goodwill, which represents the residual of the consideration paid over the identifiable net assets, is assigned to the Sempra Mexico segment and is attributed to the strategic value of the transaction. None of the goodwill recorded is deductible in Mexico for income tax purposes.
|
EQUITY METHOD AND OTHER INVESTMENTS ON THE CONSOLIDATED BALANCE SHEETS
|
|||||
(Dollars in millions)
|
|||||
Investment at December 31,
|
|||||
2012
|
2011
|
||||
Sempra Mexico:
|
|||||
Gasoductos de Chihuahua
|
$
|
340
|
$
|
302
|
|
Sempra Renewables:
|
|||||
Auwahi Wind
|
72
|
11
|
|||
Cedar Creek 2 Wind Farm
|
93
|
95
|
|||
Fowler Ridge 2 Wind Farm
|
47
|
50
|
|||
Flat Ridge 2 Wind Farm
|
291
|
146
|
|||
Mehoopany Wind Farm
|
89
|
88
|
|||
Sempra Natural Gas:
|
|||||
Rockies Express Pipeline LLC
|
361
|
800
|
|||
Parent and other:
|
|||||
RBS Sempra Commodities LLP
|
126
|
126
|
|||
Other
|
8
|
11
|
|||
Total equity method investments
|
1,427
|
1,629
|
|||
Other(1)
|
89
|
42
|
|||
Total
|
$
|
1,516
|
$
|
1,671
|
|
(1)
|
Other includes Sempra South American Utilities' $11 million in real estate investments at both December 31, 2012 and 2011, and Sempra Natural Gas' $74 million and $21 million investment in industrial development bonds at Mississippi Hub at December 31, 2012 and 2011, respectively.
|
EQUITY METHOD INVESTMENTS ON THE CONSOLIDATED STATEMENTS OF OPERATIONS
|
|||||||
(Dollars in millions)
|
|||||||
Years ended December 31,
|
|||||||
2012
|
2011
|
2010
|
|||||
Earnings (losses) recorded before income tax:
|
|||||||
Parent and other:
|
|||||||
Impairments
|
$
|
―
|
$
|
(16)
|
$
|
(305)
|
|
Other equity losses
|
―
|
(8)
|
(9)
|
||||
Total RBS Sempra Commodities LLP
|
$
|
―
|
$
|
(24)
|
$
|
(314)
|
|
Sempra Natural Gas:
|
|||||||
Impairment
|
$
|
(400)
|
$
|
―
|
$
|
―
|
|
Income tax make-whole payment received
|
41
|
―
|
―
|
||||
Other equity earnings
|
47
|
43
|
43
|
||||
Total Rockies Express Pipeline LLC
|
$
|
(312)
|
$
|
43
|
$
|
43
|
|
Sempra Renewables:
|
|||||||
Cedar Creek 2 Wind Farm
|
$
|
(4)
|
$
|
(2)
|
$
|
―
|
|
Fowler Ridge 2 Wind Farm
|
(3)
|
(4)
|
1
|
||||
Flat Ridge 2 Wind Farm
|
1
|
―
|
―
|
||||
Sempra Natural Gas:
|
|||||||
Elk Hills Power
|
―
|
―
|
(13)
|
||||
Parent and other:
|
|||||||
Other
|
(1)
|
(4)
|
(9)
|
||||
Total other
|
$
|
(7)
|
$
|
(10)
|
$
|
(21)
|
|
Earnings (losses) recorded net of income tax:
|
|||||||
Sempra South American Utilities:
|
|||||||
Sodigas Pampeana and Sodigas Sur
|
$
|
―
|
$
|
(1)
|
$
|
(44)
|
|
Chilquinta Energía(1)
|
―
|
12
|
33
|
||||
Luz del Sur(1)
|
―
|
12
|
41
|
||||
Sempra Mexico:
|
|||||||
Gasoductos de Chihuahua
|
36
|
29
|
19
|
||||
$
|
36
|
$
|
52
|
$
|
49
|
||
(1)
|
These investments were accounted for under the equity method until April 6, 2011, when they became consolidated entities upon our acquisition of additional ownership interests.
|
||||||
§
|
$65 million at December 31, 2012
|
§
|
$64 million at December 31, 2011
|
LONG-TERM DEBT
|
|||||
(Dollars in millions)
|
|||||
December 31,
|
|||||
2012
|
2011
|
||||
SDG&E
|
|||||
First mortgage bonds:
|
|||||
6.8% June 1, 2015
|
$
|
14
|
$
|
14
|
|
5.3% November 15, 2015
|
250
|
250
|
|||
1.65% July 1, 2018(1)
|
161
|
161
|
|||
5.85% June 1, 2021(1)
|
60
|
60
|
|||
3% August 15, 2021
|
350
|
350
|
|||
6% June 1, 2026
|
250
|
250
|
|||
5% to 5.25% December 1, 2027(1)
|
150
|
150
|
|||
5.875% January and February 2034(1)
|
176
|
176
|
|||
5.35% May 15, 2035
|
250
|
250
|
|||
6.125% September 15, 2037
|
250
|
250
|
|||
4% May 1, 2039(1)
|
75
|
75
|
|||
6% June 1, 2039
|
300
|
300
|
|||
5.35% May 15, 2040
|
250
|
250
|
|||
4.5% August 15, 2040
|
500
|
500
|
|||
3.95% November 15, 2041
|
250
|
250
|
|||
4.3% April 1, 2042
|
250
|
―
|
|||
3,536
|
3,286
|
||||
Other long-term debt (unsecured unless otherwise noted):
|
|||||
5.9% Notes June 1, 2014
|
130
|
130
|
|||
5.3% Notes July 1, 2021(1)
|
39
|
39
|
|||
5.5% Notes December 1, 2021(1)
|
60
|
60
|
|||
4.9% Notes March 1, 2023(1)
|
25
|
25
|
|||
5.2925% OMEC LLC loan
|
|||||
payable 2013 through April 2019 (secured by plant assets)
|
345
|
355
|
|||
Capital lease obligations:
|
|||||
Purchased-power agreements
|
178
|
180
|
|||
Other
|
7
|
13
|
|||
784
|
802
|
||||
4,320
|
4,088
|
||||
Current portion of long-term debt
|
(16)
|
(19)
|
|||
Unamortized discount on long-term debt
|
(12)
|
(11)
|
|||
Total SDG&E
|
4,292
|
4,058
|
|||
SoCalGas
|
|||||
First mortgage bonds:
|
|||||
4.8% October 1, 2012
|
―
|
250
|
|||
5.5% March 15, 2014
|
250
|
250
|
|||
5.45% April 15, 2018
|
250
|
250
|
|||
5.75% November 15, 2035
|
250
|
250
|
|||
5.125% November 15, 2040
|
300
|
300
|
|||
3.75% September 15, 2042
|
350
|
―
|
|||
1,400
|
1,300
|
||||
Other long-term debt (unsecured):
|
|||||
4.75% Notes May 14, 2016(1)
|
8
|
8
|
|||
5.67% Notes January 18, 2028
|
5
|
5
|
|||
Capital lease obligations
|
4
|
11
|
|||
17
|
24
|
||||
1,417
|
1,324
|
||||
Current portion of long-term debt
|
(4)
|
(257)
|
|||
Unamortized discount on long-term debt
|
(4)
|
(3)
|
|||
Total SoCalGas
|
1,409
|
1,064
|
LONG-TERM DEBT (Continued)
|
|||||
(Dollars in millions)
|
|||||
December 31,
|
|||||
2012
|
2011
|
||||
Sempra Energy
|
|||||
Other long-term debt (unsecured):
|
|||||
6% Notes February 1, 2013
|
400
|
400
|
|||
8.9% Notes November 15, 2013, including $200 at variable rates after fixed-to-floating
|
|||||
rate swaps effective January 2011 (8.05% at December 31, 2012)
|
250
|
250
|
|||
2% Notes March 15, 2014
|
500
|
500
|
|||
Notes at variable rates (1.07% at December 31, 2012) March 15, 2014
|
300
|
300
|
|||
6.5% Notes June 1, 2016, including $300 at variable rates after fixed-to-floating
|
|||||
rate swaps effective January 2011 (4.64% at December 31, 2012)
|
750
|
750
|
|||
2.3% Notes April 1, 2017
|
600
|
―
|
|||
6.15% Notes June 15, 2018
|
500
|
500
|
|||
9.8% Notes February 15, 2019
|
500
|
500
|
|||
2.875% Notes October 1, 2022
|
500
|
―
|
|||
6% Notes October 15, 2039
|
750
|
750
|
|||
Employee Stock Ownership Plan Bonds at variable rates payable on demand November 1, 2014(1)
|
―
|
8
|
|||
Market value adjustments for interest rate swaps, net (expire November 2013 and June 2016)
|
19
|
16
|
|||
Sempra Global
|
|||||
Other long-term debt (unsecured):
|
|||||
Commercial paper borrowings at variable rates, classified as long-term debt
|
|||||
(0.62% weighted average at December 31, 2012)
|
300
|
400
|
|||
Sempra South American Utilities
|
|||||
Other long-term debt (unsecured):
|
|||||
Chilquinta Energía
|
|||||
2.75% Series A Bonds October 30, 2014(1)
|
86
|
24
|
|||
4.25% Series B Bonds October 30, 2030(1)
|
224
|
202
|
|||
Luz del Sur
|
|||||
Bank loans 6.2% to 6.75% payable 2013 through December 2016
|
31
|
41
|
|||
Notes at 4.75% to 7.09% payable 2013 through October 2022
|
284
|
185
|
|||
Sempra Renewables
|
|||||
Other long-term debt (secured):
|
|||||
Loan at variable rates payable 2013 through December 2028, including $83 at 4.54%
|
|||||
after floating-to-fixed rate swaps effective June 2012 (2.82% at December 31, 2012)(1)
|
111
|
―
|
|||
Loans at 2.24% to 2.26% payable 2013 through January 2031
|
286
|
―
|
|||
Sempra Natural Gas
|
|||||
First mortgage bonds (Mobile Gas):
|
|||||
4.14% September 30, 2021
|
20
|
20
|
|||
5% September 30, 2031
|
42
|
42
|
|||
Other long-term debt (unsecured unless otherwise noted):
|
|||||
Notes at 2.87% to 3.51% payable 2013(1)(2)
|
17
|
24
|
|||
9% Notes May 13, 2013
|
1
|
1
|
|||
8.45% Notes payable 2013 through December 2017, secured
|
25
|
29
|
|||
4.5% Notes July 1, 2024, secured(1)
|
74
|
21
|
|||
Industrial development bonds at variable rates (0.15% at December 31, 2012)
|
|||||
August 15, 2037, secured(1)
|
55
|
55
|
|||
6,625
|
5,018
|
||||
Current portion of long-term debt
|
(705)
|
(60)
|
|||
Unamortized discount on long-term debt
|
(8)
|
(9)
|
|||
Unamortized premium on long-term debt
|
8
|
7
|
|||
Total other Sempra Energy
|
5,920
|
4,956
|
|||
Total Sempra Energy Consolidated
|
$
|
11,621
|
$
|
10,078
|
|
(1)
|
Callable long-term debt.
|
||||
(2)
|
Classified as long-term debt based on management's intent and ability to convert the debt to equity upon maturity.
|
MATURITIES OF LONG-TERM DEBT(1)
|
|||||||||
(Dollars in millions)
|
|||||||||
Total
|
|||||||||
Other
|
Sempra
|
||||||||
Sempra
|
Energy
|
||||||||
SDG&E
|
SoCalGas
|
Energy
|
Consolidated
|
||||||
2013
|
$
|
10
|
$
|
―
|
$
|
721
|
$
|
731
|
|
2014
|
140
|
250
|
970
|
1,360
|
|||||
2015
|
274
|
―
|
70
|
344
|
|||||
2016
|
10
|
8
|
796
|
814
|
|||||
2017
|
10
|
―
|
649
|
659
|
|||||
Thereafter
|
3,691
|
1,155
|
3,400
|
8,246
|
|||||
Total
|
$
|
4,135
|
$
|
1,413
|
$
|
6,606
|
$
|
12,154
|
|
(1)
|
Excludes capital lease obligations and market value adjustments for interest rate swaps.
|
CALLABLE LONG-TERM DEBT
|
||||||||
(Dollars in millions)
|
||||||||
Total
|
||||||||
Other
|
Sempra
|
|||||||
Sempra
|
Energy
|
|||||||
SDG&E
|
SoCalGas
|
Energy
|
Consolidated
|
|||||
2013
|
$
|
105
|
$
|
―
|
$
|
343
|
$
|
448
|
2014
|
124
|
―
|
224
|
348
|
||||
2015
|
266
|
―
|
―
|
266
|
||||
2016
|
―
|
8
|
―
|
8
|
||||
2017
|
75
|
―
|
―
|
75
|
||||
after 2017
|
176
|
―
|
―
|
176
|
||||
Total
|
$
|
746
|
$
|
8
|
$
|
567
|
$
|
1,321
|
Callable bonds subject to make-whole provisions
|
$
|
2,900
|
$
|
1,400
|
$
|
4,837
|
$
|
9,137
|
2012 ISSUANCES OF LONG TERM DEBT – LUZ DEL SUR
|
||||||
(Dollars in millions)
|
||||||
Amount at
|
||||||
Month Issued
|
Issuance
|
Interest Rate
|
Maturity Date
|
|||
February
|
$
|
21
|
5.97%
|
February 8, 2017
|
||
February
|
9
|
6.34%
|
February 8, 2019
|
|||
July
|
25
|
5.44%
|
July 6, 2019
|
|||
October
|
30
|
5.25%
|
October 29, 2022
|
|||
December
|
30
|
4.75%
|
December 14, 2020
|
Southwest
|
||||||
(Dollars in millions)
|
SONGS
|
Powerlink
|
||||
Percentage ownership
|
20
|
%
|
91
|
%
|
||
Utility plant in service
|
$
|
351
|
$
|
330
|
||
Accumulated depreciation and amortization
|
65
|
198
|
||||
Construction work in progress
|
115
|
11
|
§
|
Movement of all Unit 1 spent fuel to the ISFSI was completed in 2005.
|
§
|
Spent fuel for Unit 2 is being stored in both the Unit 2 spent fuel pool and the ISFSI.
|
§
|
Spent fuel for Unit 3 is being stored in both the Unit 3 spent fuel pool and the ISFSI.
|
NUCLEAR DECOMMISSIONING TRUSTS
|
|||||||||
(Dollars in millions)
|
|||||||||
Gross
|
Gross
|
Estimated
|
|||||||
Unrealized
|
Unrealized
|
Fair
|
|||||||
Cost
|
Gains
|
Losses
|
Value
|
||||||
As of December 31, 2012:
|
|||||||||
Debt securities:
|
|||||||||
Debt securities issued by the U.S. Treasury and other
|
|||||||||
U.S. government corporations and agencies(1)
|
$
|
147
|
$
|
9
|
$
|
―
|
$
|
156
|
|
Municipal bonds(2)
|
57
|
6
|
―
|
63
|
|||||
Other securities(3)
|
121
|
10
|
(1)
|
130
|
|||||
Total debt securities
|
325
|
25
|
(1)
|
349
|
|||||
Equity securities
|
249
|
292
|
(2)
|
539
|
|||||
Cash and cash equivalents
|
20
|
―
|
―
|
20
|
|||||
Total
|
$
|
594
|
$
|
317
|
$
|
(3)
|
$
|
908
|
|
As of December 31, 2011:
|
|||||||||
Debt securities:
|
|||||||||
Debt securities issued by the U.S. Treasury and other
|
|||||||||
U.S. government corporations and agencies
|
$
|
157
|
$
|
13
|
$
|
―
|
$
|
170
|
|
Municipal bonds
|
72
|
5
|
―
|
77
|
|||||
Other securities
|
76
|
3
|
(1)
|
78
|
|||||
Total debt securities
|
305
|
21
|
(1)
|
325
|
|||||
Equity securities
|
246
|
227
|
(5)
|
468
|
|||||
Cash and cash equivalents
|
11
|
―
|
―
|
11
|
|||||
Total
|
$
|
562
|
$
|
248
|
$
|
(6)
|
$
|
804
|
|
(1)
|
Maturity dates are 2013-2043.
|
||||||||
(2)
|
Maturity dates are 2013-2111.
|
||||||||
(3)
|
Maturity dates are 2013-2112.
|
SALES OF SECURITIES
|
|||||||
(Dollars in millions)
|
|||||||
Years ended December 31,
|
|||||||
2012
|
2011
|
2010
|
|||||
Proceeds from sales(1)
|
$
|
723
|
$
|
715
|
$
|
351
|
|
Gross realized gains
|
21
|
75
|
11
|
||||
Gross realized losses
|
(13)
|
(52)
|
(11)
|
||||
(1)
|
Excludes securities that are held to maturity.
|
RECONCILIATION OF FEDERAL INCOME TAX RATES TO EFFECTIVE INCOME TAX RATES
|
|||||||
Years ended December 31,
|
|||||||
2012
|
2011
|
2010
|
|||||
Sempra Energy Consolidated
|
|||||||
U.S. federal statutory income tax rate
|
35
|
%
|
35
|
%
|
35
|
%
|
|
Utility depreciation
|
6
|
3
|
6
|
||||
State income taxes, net of federal income tax benefit
|
(1)
|
2
|
―
|
||||
Tax credits
|
(7)
|
(1)
|
(3)
|
||||
Allowance for equity funds used during construction
|
(4)
|
(2)
|
(3)
|
||||
Non-U.S. earnings taxed at lower statutory income tax rates
|
(4)
|
(8)
|
(12)
|
||||
Adjustments to prior years’ income tax items
|
(1)
|
―
|
(3)
|
||||
Utility repairs expenditures
|
(8)
|
(1)
|
(2)
|
||||
Self-developed software expenditures
|
(5)
|
(3)
|
(5)
|
||||
Mexican foreign exchange and inflation effects
|
1
|
(1)
|
2
|
||||
Variable interest entities
|
(1)
|
―
|
1
|
||||
Life insurance contracts
|
(7)
|
―
|
―
|
||||
Impact of change in income tax law
|
―
|
―
|
2
|
||||
Impact of impairment of an equity method investment
|
―
|
―
|
(2)
|
||||
Other, net
|
2
|
(1)
|
1
|
||||
Effective income tax rate
|
6
|
%
|
23
|
%
|
17
|
%
|
|
SDG&E
|
|||||||
U.S. federal statutory income tax rate
|
35
|
%
|
35
|
%
|
35
|
%
|
|
Depreciation
|
4
|
4
|
5
|
||||
State income taxes, net of federal income tax benefit
|
4
|
5
|
4
|
||||
Allowance for equity funds used during construction
|
(4)
|
(4)
|
(3)
|
||||
Adjustments to prior years’ income tax items
|
(3)
|
―
|
(3)
|
||||
Utility repairs expenditures
|
(4)
|
(1)
|
(2)
|
||||
Self-developed software expenditures
|
(3)
|
(3)
|
(2)
|
||||
Variable interest entity
|
(1)
|
(1)
|
1
|
||||
Impact of change in income tax law
|
―
|
―
|
1
|
||||
Other, net
|
(1)
|
(1)
|
(3)
|
||||
Effective income tax rate
|
27
|
%
|
34
|
%
|
33
|
%
|
|
SoCalGas
|
|||||||
U.S. federal statutory income tax rate
|
35
|
%
|
35
|
%
|
35
|
%
|
|
Depreciation
|
7
|
6
|
5
|
||||
State income taxes, net of federal income tax benefit
|
3
|
4
|
4
|
||||
Utility repairs expenditures
|
(12)
|
―
|
―
|
||||
Self-developed software expenditures
|
(9)
|
(7)
|
(6)
|
||||
Allowance for equity funds used during construction
|
(2)
|
(2)
|
(1)
|
||||
Impact of change in income tax law
|
―
|
―
|
3
|
||||
Other, net
|
(1)
|
(3)
|
(2)
|
||||
Effective income tax rate
|
21
|
%
|
33
|
%
|
38
|
%
|
§
|
approximately $150 million of a total $175 million non-U.S. gain on sale of the businesses and assets within the joint venture was non-taxable; and
|
§
|
approximately $40 million of non-U.S. earnings from the operations of the joint venture and approximately $25 million of the non-U.S. gain on sale of the businesses and assets within the joint venture were net of income tax paid by the partnership.
|
§
|
repairs expenditures related to a certain portion of utility plant fixed assets
|
§
|
the equity portion of AFUDC
|
§
|
a portion of the cost of removal of utility plant assets
|
§
|
self-developed software expenditures
|
§
|
depreciation on a certain portion of utility plant assets
|
Years ended December 31,
|
||||||
(Dollars in millions)
|
2012
|
2011
|
2010
|
|||
U.S.
|
$
|
442
|
$
|
1,011
|
$
|
448
|
Non-U.S.
|
501
|
712
|
339
|
|||
Total
|
$
|
943
|
$
|
1,723
|
$
|
787
|
INCOME TAX EXPENSE (BENEFIT)
|
||||||
(Dollars in millions)
|
||||||
Years ended December 31,
|
||||||
2012
|
2011
|
2010
|
||||
Sempra Energy Consolidated
|
||||||
Current:
|
||||||
U.S. Federal
|
$
|
(36)
|
$
|
76
|
$
|
69
|
U.S. State
|
(6)
|
(3)
|
(3)
|
|||
Non-U.S.
|
144
|
149
|
30
|
|||
Total
|
102
|
222
|
96
|
|||
Deferred:
|
||||||
U.S. Federal
|
(63)
|
176
|
(18)
|
|||
U.S. State
|
3
|
43
|
32
|
|||
Non-U.S.
|
20
|
(45)
|
27
|
|||
Total
|
(40)
|
174
|
41
|
|||
Deferred investment tax credits
|
(3)
|
(2)
|
(4)
|
|||
Total income tax expense
|
$
|
59
|
$
|
394
|
$
|
133
|
SDG&E
|
||||||
Current:
|
||||||
U.S. Federal
|
$
|
(109)
|
$
|
(59)
|
$
|
69
|
U.S. State
|
14
|
6
|
52
|
|||
Total
|
(95)
|
(53)
|
121
|
|||
Deferred:
|
||||||
U.S. Federal
|
255
|
253
|
75
|
|||
U.S. State
|
30
|
36
|
(21)
|
|||
Total
|
285
|
289
|
54
|
|||
Deferred investment tax credits
|
―
|
1
|
(2)
|
|||
Total income tax expense
|
$
|
190
|
$
|
237
|
$
|
173
|
SoCalGas
|
||||||
Current:
|
||||||
U.S. Federal
|
$
|
(73)
|
$
|
(6)
|
$
|
43
|
U.S. State
|
24
|
19
|
26
|
|||
Total
|
(49)
|
13
|
69
|
|||
Deferred:
|
||||||
U.S. Federal
|
136
|
128
|
108
|
|||
U.S. State
|
(6)
|
5
|
2
|
|||
Total
|
130
|
133
|
110
|
|||
Deferred investment tax credits
|
(2)
|
(3)
|
(3)
|
|||
Total income tax expense
|
$
|
79
|
$
|
143
|
$
|
176
|
DEFERRED INCOME TAXES FOR SEMPRA ENERGY CONSOLIDATED
|
||||
(Dollars in millions)
|
||||
December 31,
|
||||
2012
|
2011
|
|||
Deferred income tax liabilities:
|
||||
Differences in financial and tax bases of depreciable and amortizable assets
|
$
|
3,710
|
$
|
2,360
|
Regulatory balancing accounts
|
770
|
456
|
||
Unrealized revenue
|
3
|
13
|
||
Loss on reacquired debt
|
9
|
12
|
||
Property taxes
|
46
|
43
|
||
Difference in financial and tax bases of partnership interests
|
118
|
152
|
||
Other deferred income tax liabilities
|
55
|
30
|
||
Total deferred income tax liabilities
|
4,711
|
3,066
|
||
Deferred income tax assets:
|
||||
Investment tax credits
|
67
|
22
|
||
Equity losses
|
16
|
16
|
||
Net operating losses
|
1,898
|
811
|
||
Compensation-related items
|
156
|
140
|
||
Postretirement benefits
|
587
|
361
|
||
Other deferred income tax assets
|
90
|
34
|
||
State income taxes
|
58
|
58
|
||
Bad debt allowance
|
8
|
8
|
||
Litigation and other accruals not yet deductible
|
7
|
5
|
||
Deferred income tax assets before valuation allowances
|
2,887
|
1,455
|
||
Less: valuation allowances
|
128
|
82
|
||
Total deferred income tax assets
|
2,759
|
1,373
|
||
Net deferred income tax liability
|
$
|
1,952
|
$
|
1,693
|
Our policy is to show deferred income taxes of VIEs on a net basis, including valuation allowances. See table “Amounts Associated with Otay Mesa VIE” in Note 1 for further information.
|
DEFERRED INCOME TAXES FOR SDG&E AND SOCALGAS
|
||||||||
(Dollars in millions)
|
||||||||
SDG&E
|
SoCalGas
|
|||||||
December 31,
|
December 31,
|
|||||||
2012
|
2011
|
2012
|
2011
|
|||||
Deferred income tax liabilities:
|
||||||||
Differences in financial and tax bases of
|
||||||||
utility plant and other assets
|
$
|
1,947
|
$
|
1,152
|
$
|
938
|
$
|
632
|
Regulatory balancing accounts
|
344
|
230
|
439
|
236
|
||||
Loss on reacquired debt
|
4
|
5
|
7
|
8
|
||||
Property taxes
|
32
|
30
|
15
|
14
|
||||
Other
|
22
|
19
|
―
|
1
|
||||
Total deferred income tax liabilities
|
2,349
|
1,436
|
1,399
|
891
|
||||
Deferred income tax assets:
|
||||||||
Net operating losses
|
446
|
―
|
34
|
―
|
||||
Postretirement benefits
|
137
|
115
|
370
|
161
|
||||
Investment tax credits
|
16
|
17
|
14
|
16
|
||||
Compensation-related items
|
14
|
15
|
48
|
39
|
||||
State income taxes
|
31
|
24
|
18
|
18
|
||||
Litigation and other accruals not yet deductible
|
38
|
33
|
21
|
22
|
||||
Hedging transaction
|
1
|
―
|
7
|
7
|
||||
Other
|
4
|
3
|
9
|
8
|
||||
Total deferred income tax assets
|
687
|
207
|
521
|
271
|
||||
Net deferred income tax liability
|
$
|
1,662
|
$
|
1,229
|
$
|
878
|
$
|
620
|
Our policy is to show deferred income taxes of VIEs on a net basis, including valuation allowances. See table “Amounts Associated with Otay Mesa VIE” in Note 1 for further information.
|
NET DEFERRED INCOME TAX LIABILITY
|
||||||||||||
(Dollars in millions)
|
||||||||||||
Sempra Energy
|
||||||||||||
Consolidated
|
SDG&E
|
SoCalGas
|
||||||||||
2012
|
2011
|
2012
|
2011
|
2012
|
2011
|
|||||||
Current (asset) liability
|
$
|
(148)
|
$
|
173
|
$
|
26
|
$
|
62
|
$
|
(3)
|
$
|
44
|
Noncurrent liability
|
2,100
|
1,520
|
1,636
|
1,167
|
881
|
576
|
||||||
Total
|
$
|
1,952
|
$
|
1,693
|
$
|
1,662
|
$
|
1,229
|
$
|
878
|
$
|
620
|
SUMMARY OF UNRECOGNIZED INCOME TAX BENEFITS
|
||||||||||||||||||
(Dollars in millions)
|
||||||||||||||||||
Sempra Energy
|
||||||||||||||||||
Consolidated
|
SDG&E
|
SoCalGas
|
||||||||||||||||
2012
|
2011
|
2010
|
2012
|
2011
|
2010
|
2012
|
2011
|
2010
|
||||||||||
Total
|
$
|
82
|
$
|
72
|
$
|
97
|
$
|
12
|
$
|
7
|
$
|
5
|
$
|
5
|
$
|
―
|
$
|
8
|
Of the total, amounts related to tax
|
||||||||||||||||||
positions that, if recognized, in
|
||||||||||||||||||
future years, would:
|
||||||||||||||||||
decrease the effective tax rate
|
$
|
(81)
|
$
|
(72)
|
$
|
(76)
|
$
|
(12)
|
$
|
(7)
|
$
|
(5)
|
$
|
(5)
|
$
|
―
|
$
|
(1)
|
increase the effective tax rate
|
16
|
7
|
5
|
12
|
7
|
5
|
4
|
―
|
―
|
RECONCILIATION OF UNRECOGNIZED INCOME TAX BENEFITS
|
||||||
(Dollars in millions)
|
||||||
2012
|
2011
|
2010
|
||||
Sempra Energy Consolidated:
|
||||||
Balance as of January 1
|
$
|
72
|
$
|
97
|
$
|
94
|
Increase in prior period tax positions
|
2
|
7
|
29
|
|||
Decrease in prior period tax positions
|
(1)
|
(26)
|
(4)
|
|||
Increase in current period tax positions
|
10
|
3
|
5
|
|||
Settlements with taxing authorities
|
(1)
|
(9)
|
(9)
|
|||
Expirations of statutes of limitations
|
―
|
―
|
(18)
|
|||
Balance as of December 31
|
$
|
82
|
$
|
72
|
$
|
97
|
SDG&E:
|
||||||
Balance as of January 1
|
$
|
7
|
$
|
5
|
$
|
14
|
Increase in prior period tax positions
|
1
|
―
|
―
|
|||
Decrease in prior period tax positions
|
―
|
―
|
(3)
|
|||
Increase in current period tax positions
|
4
|
2
|
3
|
|||
Settlements with taxing authorities
|
―
|
―
|
(9)
|
|||
Balance as of December 31
|
$
|
12
|
$
|
7
|
$
|
5
|
SoCalGas:
|
||||||
Balance as of January 1
|
$
|
―
|
$
|
8
|
$
|
11
|
Increase in prior period tax positions
|
―
|
2
|
5
|
|||
Increase in current period tax positions
|
5
|
―
|
―
|
|||
Settlements with taxing authorities
|
―
|
(10)
|
―
|
|||
Expirations of statutes of limitations
|
―
|
―
|
(8)
|
|||
Balance as of December 31
|
$
|
5
|
$
|
―
|
$
|
8
|
POSSIBLE DECREASES IN UNRECOGNIZED INCOME TAX BENEFITS WITHIN 12 MONTHS
|
||||||
(Dollars in millions)
|
||||||
At December 31,
|
||||||
2012
|
2011
|
2010
|
||||
Sempra Energy Consolidated:
|
||||||
Expiration of statutes of limitations on tax assessments
|
$
|
(7)
|
$
|
(7)
|
$
|
(6)
|
Potential resolution of audit issues with various
|
||||||
U.S. federal, state and local and non-U.S. taxing authorities
|
(10)
|
―
|
(35)
|
|||
$
|
(17)
|
$
|
(7)
|
$
|
(41)
|
|
SDG&E:
|
||||||
Potential resolution of audit issues with various
|
||||||
U.S. federal, state and local and non-U.S. taxing authorities
|
$
|
(5)
|
$
|
―
|
$
|
―
|
SoCalGas:
|
||||||
Expiration of statutes of limitations on tax assessments
|
$
|
―
|
$
|
―
|
$
|
(5)
|
Potential resolution of audit issues with various
|
||||||
U.S. federal, state and local taxing authorities
|
(4)
|
―
|
―
|
|||
$
|
(4)
|
$
|
―
|
$
|
(5)
|
INTEREST EXPENSE AND PENALTIES ASSOCIATED WITH UNRECOGNIZED INCOME TAX BENEFITS
|
||||||||||||||||||||
(Dollars in millions)
|
||||||||||||||||||||
Sempra Energy
|
||||||||||||||||||||
Consolidated
|
SDG&E
|
SoCalGas
|
||||||||||||||||||
2012
|
2011
|
2010
|
2012
|
2011
|
2010
|
2012
|
2011
|
2010
|
||||||||||||
Interest expense (benefit)
|
$
|
―
|
$
|
(3)
|
$
|
4
|
$
|
―
|
$
|
―
|
$
|
3
|
$
|
―
|
$
|
(1)
|
$
|
1
|
||
Penalties
|
―
|
(1)
|
―
|
―
|
―
|
―
|
―
|
―
|
―
|
ACCRUED INTEREST EXPENSE AND PENALTIES ASSOCIATED WITH UNRECOGNIZED INCOME TAX BENEFITS
|
||||||||||||||
(Dollars in millions)
|
||||||||||||||
Sempra Energy
|
||||||||||||||
Consolidated
|
SDG&E
|
SoCalGas
|
||||||||||||
2012
|
2011
|
2012
|
2011
|
2012
|
2011
|
|||||||||
Interest expense
|
$
|
3
|
$
|
3
|
$
|
1
|
$
|
1
|
$
|
1
|
$
|
1
|
||
Penalties
|
3
|
3
|
―
|
―
|
―
|
―
|
§
|
recognize an asset for a plan’s overfunded status or a liability for a plan’s underfunded status in the statement of financial position;
|
§
|
measure a plan’s assets and its obligations that determine its funded status as of the end of the fiscal year (with limited exceptions); and
|
§
|
recognize changes in the funded status of pension and other postretirement benefit plans in the year in which the changes occur. Generally, those changes are reported in other comprehensive income and as a separate component of shareholders’ equity.
|
§
|
discount rates
|
§
|
expected return on plan assets
|
§
|
health care cost trend rates
|
§
|
mortality rates
|
§
|
rate of compensation increases
|
§
|
termination and retirement rates
|
§
|
utilization of postretirement welfare benefits
|
§
|
payout elections (lump sum or annuity)
|
§
|
lump sum interest rates
|
PROJECTED BENEFIT OBLIGATION, FAIR VALUE OF ASSETS AND FUNDED STATUS
|
||||||||||
(Dollars in millions)
|
||||||||||
Pension Benefits
|
Other Postretirement
Benefits
|
|||||||||
Sempra Energy Consolidated
|
2012
|
2011
|
2012
|
2011
|
||||||
CHANGE IN PROJECTED BENEFIT OBLIGATION:
|
||||||||||
Net obligation at January 1
|
$
|
3,406
|
$
|
3,124
|
$
|
1,160
|
$
|
1,139
|
||
Service cost
|
90
|
83
|
25
|
31
|
||||||
Interest cost
|
162
|
168
|
52
|
65
|
||||||
Plan amendments
|
8
|
―
|
(56)
|
4
|
||||||
Actuarial loss (gain)
|
374
|
224
|
(25)
|
(42)
|
||||||
Contributions from plan participants
|
―
|
―
|
15
|
15
|
||||||
Benefit payments
|
(217)
|
(177)
|
(56)
|
(59)
|
||||||
Acquisitions
|
―
|
20
|
―
|
5
|
||||||
Foreign currency adjustments
|
―
|
(2)
|
―
|
―
|
||||||
Settlements
|
(19)
|
(34)
|
―
|
―
|
||||||
Federal subsidy (Medicare Part D)
|
―
|
―
|
―
|
2
|
||||||
Net obligation at December 31
|
3,804
|
3,406
|
1,115
|
1,160
|
||||||
CHANGE IN PLAN ASSETS:
|
||||||||||
Fair value of plan assets at January 1
|
2,332
|
2,354
|
778
|
746
|
||||||
Actual return on plan assets
|
339
|
(23)
|
97
|
4
|
||||||
Employer contributions
|
123
|
212
|
39
|
72
|
||||||
Contributions from plan participants
|
―
|
―
|
15
|
15
|
||||||
Benefit payments
|
(217)
|
(177)
|
(56)
|
(59)
|
||||||
Settlements
|
(19)
|
(34)
|
―
|
―
|
||||||
Fair value of plan assets at December 31
|
2,558
|
2,332
|
873
|
778
|
||||||
Funded status at December 31
|
$
|
(1,246)
|
$
|
(1,074)
|
$
|
(242)
|
$
|
(382)
|
||
Net recorded liability at December 31
|
$
|
(1,246)
|
$
|
(1,074)
|
$
|
(242)
|
$
|
(382)
|
||
PROJECTED BENEFIT OBLIGATION, FAIR VALUE OF ASSETS AND FUNDED STATUS
|
|||||||||
(Dollars in millions)
|
|||||||||
Pension Benefits
|
Other Postretirement
Benefits
|
||||||||
SDG&E
|
2012
|
2011
|
2012
|
2011
|
|||||
CHANGE IN PROJECTED BENEFIT OBLIGATION:
|
|||||||||
Net obligation at January 1
|
$
|
981
|
$
|
949
|
$
|
182
|
$
|
175
|
|
Service cost
|
28
|
28
|
7
|
7
|
|||||
Interest cost
|
45
|
49
|
9
|
10
|
|||||
Plan amendments
|
1
|
―
|
(2)
|
2
|
|||||
Actuarial loss (gain)
|
87
|
27
|
(5)
|
(5)
|
|||||
Settlements
|
―
|
(1)
|
―
|
―
|
|||||
Transfer of liability to other plans
|
―
|
(19)
|
―
|
(2)
|
|||||
Contributions from plan participants
|
―
|
―
|
6
|
7
|
|||||
Benefit payments
|
(75)
|
(52)
|
(12)
|
(12)
|
|||||
Net obligation at December 31
|
1,067
|
981
|
185
|
182
|
|||||
CHANGE IN PLAN ASSETS:
|
|||||||||
Fair value of plan assets at January 1
|
712
|
713
|
106
|
99
|
|||||
Actual return on plan assets
|
99
|
(7)
|
13
|
(1)
|
|||||
Employer contributions
|
45
|
69
|
13
|
15
|
|||||
Transfer of assets to other plans
|
―
|
(10)
|
―
|
(2)
|
|||||
Settlements
|
―
|
(1)
|
―
|
―
|
|||||
Contributions from plan participants
|
―
|
―
|
6
|
7
|
|||||
Benefit payments
|
(75)
|
(52)
|
(12)
|
(12)
|
|||||
Fair value of plan assets at December 31
|
781
|
712
|
126
|
106
|
|||||
Funded status at December 31
|
$
|
(286)
|
$
|
(269)
|
$
|
(59)
|
$
|
(76)
|
|
Net recorded liability at December 31
|
$
|
(286)
|
$
|
(269)
|
$
|
(59)
|
$
|
(76)
|
PROJECTED BENEFIT OBLIGATION, FAIR VALUE OF ASSETS AND FUNDED STATUS
|
||||||||||
(Dollars in millions)
|
||||||||||
Pension Benefits
|
Other Postretirement
Benefits
|
|||||||||
SoCalGas
|
2012
|
2011
|
2012
|
2011
|
||||||
CHANGE IN PROJECTED BENEFIT OBLIGATION:
|
||||||||||
Net obligation at January 1
|
$
|
2,017
|
$
|
1,786
|
$
|
921
|
$
|
920
|
||
Service cost
|
53
|
46
|
16
|
22
|
||||||
Interest cost
|
99
|
99
|
41
|
53
|
||||||
Plan amendments
|
7
|
―
|
(54)
|
1
|
||||||
Actuarial loss (gain)
|
245
|
171
|
(19)
|
(46)
|
||||||
Contributions from plan participants
|
―
|
―
|
9
|
9
|
||||||
Benefit payments
|
(120)
|
(107)
|
(41)
|
(45)
|
||||||
Settlements
|
(2)
|
(4)
|
―
|
―
|
||||||
Transfer of liability from other plans
|
―
|
26
|
―
|
5
|
||||||
Federal subsidy (Medicare Part D)
|
―
|
―
|
―
|
2
|
||||||
Net obligation at December 31
|
2,299
|
2,017
|
873
|
921
|
||||||
CHANGE IN PLAN ASSETS:
|
||||||||||
Fair value of plan assets at January 1
|
1,443
|
1,456
|
658
|
632
|
||||||
Actual return on plan assets
|
213
|
(12)
|
83
|
4
|
||||||
Employer contributions
|
47
|
95
|
23
|
55
|
||||||
Transfer of assets from other plans
|
―
|
15
|
―
|
3
|
||||||
Settlements
|
(2)
|
(4)
|
―
|
―
|
||||||
Contributions from plan participants
|
―
|
―
|
9
|
9
|
||||||
Benefit payments
|
(120)
|
(107)
|
(41)
|
(45)
|
||||||
Fair value of plan assets at December 31
|
1,581
|
1,443
|
732
|
658
|
||||||
Funded status at December 31
|
$
|
(718)
|
$
|
(574)
|
$
|
(141)
|
$
|
(263)
|
||
Net recorded liability at December 31
|
$
|
(718)
|
$
|
(574)
|
$
|
(141)
|
$
|
(263)
|
||
Pension Benefits
|
Other Postretirement
Benefits
|
||||||||
(Dollars in millions)
|
2012
|
2011
|
2012
|
2011
|
|||||
Sempra Energy Consolidated
|
|||||||||
Current liabilities
|
$
|
(31)
|
$
|
(31)
|
$
|
(1)
|
$
|
(2)
|
|
Noncurrent liabilities
|
(1,215)
|
(1,043)
|
(241)
|
(380)
|
|||||
Net recorded liability
|
$
|
(1,246)
|
$
|
(1,074)
|
$
|
(242)
|
$
|
(382)
|
|
SDG&E
|
|||||||||
Current liabilities
|
$
|
(5)
|
$
|
(3)
|
$
|
―
|
$
|
―
|
|
Noncurrent liabilities
|
(281)
|
(266)
|
(59)
|
(76)
|
|||||
Net recorded liability
|
$
|
(286)
|
$
|
(269)
|
$
|
(59)
|
$
|
(76)
|
|
SoCalGas
|
|||||||||
Current liabilities
|
$
|
(4)
|
$
|
(4)
|
$
|
―
|
$
|
―
|
|
Noncurrent liabilities
|
(714)
|
(570)
|
(141)
|
(263)
|
|||||
Net recorded liability
|
$
|
(718)
|
$
|
(574)
|
$
|
(141)
|
$
|
(263)
|
AMOUNTS IN ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
|
|||||||||
(Dollars in millions)
|
|||||||||
Pension Benefits
|
Other Postretirement
Benefits
|
||||||||
2012
|
2011
|
2012
|
2011
|
||||||
Sempra Energy Consolidated
|
|||||||||
Net actuarial loss
|
$
|
(96)
|
$
|
(92)
|
$
|
(6)
|
$
|
(8)
|
|
Prior service credit
|
1
|
1
|
―
|
―
|
|||||
Total
|
$
|
(95)
|
$
|
(91)
|
$
|
(6)
|
$
|
(8)
|
|
SDG&E
|
|||||||||
Net actuarial loss
|
$
|
(12)
|
$
|
(11)
|
|||||
Prior service credit
|
1
|
1
|
|||||||
Total
|
$
|
(11)
|
$
|
(10)
|
|||||
SoCalGas
|
|||||||||
Net actuarial loss
|
$
|
(4)
|
$
|
(6)
|
|||||
Prior service credit
|
1
|
1
|
|||||||
Total
|
$
|
(3)
|
$
|
(5)
|
Sempra Energy Consolidated
|
SDG&E
|
SoCalGas
|
||||||||||||
(Dollars in millions)
|
2012
|
2011
|
2012
|
2011
|
2012
|
2011
|
||||||||
Accumulated benefit obligation
|
$
|
3,530
|
$
|
3,176
|
$
|
1,041
|
$
|
962
|
$
|
2,080
|
$
|
1,845
|
(Dollars in millions)
|
2012
|
2011
|
||
Sempra Energy Consolidated
|
||||
Projected benefit obligation
|
$
|
3,544
|
$
|
3,150
|
Accumulated benefit obligation
|
3,295
|
2,958
|
||
Fair value of plan assets
|
2,558
|
2,332
|
||
SDG&E
|
||||
Projected benefit obligation
|
$
|
1,025
|
$
|
944
|
Accumulated benefit obligation
|
1,003
|
928
|
||
Fair value of plan assets
|
781
|
712
|
||
SoCalGas
|
||||
Projected benefit obligation
|
$
|
2,275
|
$
|
1,987
|
Accumulated benefit obligation
|
2,057
|
1,818
|
||
Fair value of plan assets
|
1,581
|
1,443
|
NET PERIODIC BENEFIT COST AND AMOUNTS RECOGNIZED IN OTHER COMPREHENSIVE INCOME
|
|||||||||||||
(Dollars in millions)
|
|||||||||||||
Pension Benefits
|
Other Postretirement Benefits
|
||||||||||||
Sempra Energy Consolidated
|
2012
|
2011
|
2010
|
2012
|
2011
|
2010
|
|||||||
Net Periodic Benefit Cost
|
|||||||||||||
Service cost
|
$
|
90
|
$
|
83
|
$
|
83
|
$
|
25
|
$
|
31
|
$
|
26
|
|
Interest cost
|
162
|
168
|
167
|
52
|
65
|
57
|
|||||||
Expected return on assets
|
(155)
|
(144)
|
(143)
|
(53)
|
(48)
|
(46)
|
|||||||
Amortization of:
|
|||||||||||||
Prior service cost (credit)
|
3
|
4
|
4
|
(4)
|
―
|
(1)
|
|||||||
Actuarial loss
|
47
|
34
|
30
|
12
|
17
|
8
|
|||||||
Regulatory adjustment
|
(29)
|
43
|
19
|
7
|
7
|
7
|
|||||||
Settlement charge
|
8
|
13
|
―
|
―
|
―
|
―
|
|||||||
Total net periodic benefit cost
|
126
|
201
|
160
|
39
|
72
|
51
|
|||||||
Other Changes in Plan Assets and Benefit Obligations
|
|||||||||||||
Recognized in Other Comprehensive Income
|
|||||||||||||
Net loss (gain)
|
19
|
23
|
(12)
|
(6)
|
7
|
(1)
|
|||||||
Amortization of prior service credit
|
―
|
―
|
―
|
―
|
―
|
1
|
|||||||
Amortization of actuarial loss
|
(9)
|
(10)
|
(10)
|
―
|
―
|
―
|
|||||||
Total recognized in other comprehensive income
|
10
|
13
|
(22)
|
(6)
|
7
|
―
|
|||||||
Total recognized in net periodic benefit cost and other
comprehensive income
|
$
|
136
|
$
|
214
|
$
|
138
|
$
|
33
|
$
|
79
|
$
|
51
|
NET PERIODIC BENEFIT COST AND AMOUNTS RECOGNIZED IN OTHER COMPREHENSIVE INCOME
|
|||||||||||||
(Dollars in millions)
|
|||||||||||||
Pension Benefits
|
Other Postretirement Benefits
|
||||||||||||
SDG&E
|
2012
|
2011
|
2010
|
2012
|
2011
|
2010
|
|||||||
Net Periodic Benefit Cost
|
|||||||||||||
Service cost
|
$
|
28
|
$
|
28
|
$
|
27
|
$
|
7
|
$
|
7
|
$
|
6
|
|
Interest cost
|
45
|
49
|
47
|
9
|
10
|
9
|
|||||||
Expected return on assets
|
(47)
|
(46)
|
(40)
|
(8)
|
(8)
|
(5)
|
|||||||
Amortization of:
|
|||||||||||||
Prior service cost
|
2
|
1
|
1
|
4
|
4
|
4
|
|||||||
Actuarial loss
|
14
|
9
|
12
|
―
|
―
|
―
|
|||||||
Regulatory adjustment
|
6
|
31
|
13
|
1
|
2
|
2
|
|||||||
Settlement charge
|
1
|
1
|
―
|
―
|
―
|
―
|
|||||||
Total net periodic benefit cost
|
49
|
73
|
60
|
13
|
15
|
16
|
|||||||
Other Changes in Plan Assets and Benefit Obligations
|
|||||||||||||
Recognized in Other Comprehensive Income
|
|||||||||||||
Net loss
|
2
|
1
|
2
|
―
|
―
|
―
|
|||||||
Amortization of actuarial loss
|
(1)
|
(1)
|
(1)
|
―
|
―
|
―
|
|||||||
Total recognized in other comprehensive income
|
1
|
―
|
1
|
―
|
―
|
―
|
|||||||
Total recognized in net periodic benefit cost and other
comprehensive income
|
$
|
50
|
$
|
73
|
$
|
61
|
$
|
13
|
$
|
15
|
$
|
16
|
NET PERIODIC BENEFIT COST AND AMOUNTS RECOGNIZED IN OTHER COMPREHENSIVE INCOME
|
|||||||||||||
(Dollars in millions)
|
|||||||||||||
Pension Benefits
|
Other Postretirement Benefits
|
||||||||||||
SoCalGas
|
2012
|
2011
|
2010
|
2012
|
2011
|
2010
|
|||||||
Net Periodic Benefit Cost
|
|||||||||||||
Service cost
|
$
|
53
|
$
|
46
|
$
|
46
|
$
|
16
|
$
|
22
|
$
|
18
|
|
Interest cost
|
99
|
99
|
98
|
41
|
53
|
46
|
|||||||
Expected return on assets
|
(96)
|
(85)
|
(90)
|
(44)
|
(40)
|
(40)
|
|||||||
Amortization of:
|
|||||||||||||
Prior service cost (credit)
|
2
|
2
|
2
|
(7)
|
(4)
|
(4)
|
|||||||
Actuarial loss
|
23
|
17
|
10
|
11
|
17
|
7
|
|||||||
Settlement charge
|
1
|
1
|
―
|
―
|
―
|
―
|
|||||||
Regulatory adjustment
|
(36)
|
12
|
6
|
5
|
5
|
5
|
|||||||
Total net periodic benefit cost
|
46
|
92
|
72
|
22
|
53
|
32
|
|||||||
Other Changes in Plan Assets and Benefit Obligations
|
|||||||||||||
Recognized in Other Comprehensive Income
|
|||||||||||||
Net loss (gain)
|
(4)
|
2
|
―
|
―
|
―
|
―
|
|||||||
Amortization of actuarial loss
|
(1)
|
(1)
|
(1)
|
―
|
―
|
―
|
|||||||
Total recognized in other comprehensive income
|
(5)
|
1
|
(1)
|
―
|
―
|
―
|
|||||||
Total recognized in net periodic benefit cost and other
comprehensive income
|
$
|
41
|
$
|
93
|
$
|
71
|
$
|
22
|
$
|
53
|
$
|
32
|
|
§
|
Availability of subsidies from the Early Retiree Reinsurance Program (ERRP)
|
§
|
Mandatory coverage for adult children until age 26 beginning in 2011
|
§
|
Changes to the Prescription Drug Plan and Medicare Advantage programs beginning in 2011 and extending through 2020
|
§
|
Loss of the tax free status of the Retiree Drug Subsidy (RDS) beginning in 2013
|
§
|
Availability of coverage through health care exchanges beginning in 2014
|
§
|
Excise tax on high-cost plans, as defined in the legislation, beginning in 2018
|
§
|
have an outstanding issue of at least $50 million;
|
§
|
are non-callable (or callable with make whole provisions);
|
§
|
exclude collateralized bonds; and
|
§
|
exclude the top and bottom 10 percent of yields to avoid relying on bonds which might be mispriced or misgraded.
|
§
|
The issuer is on review for downgrade by a major rating agency if the downgrade would eliminate the issuer from the portfolio.
|
§
|
Recent events have caused significant price volatility to which rating agencies have not reacted.
|
§
|
Lack of liquidity is causing price quotes to vary significantly from broker to broker.
|
WEIGHTED-AVERAGE ASSUMPTIONS
|
||||||||||
Pension Benefits
|
Other Postretirement
Benefits
|
|||||||||
2012
|
2011
|
2012
|
2011
|
|||||||
WEIGHTED-AVERAGE ASSUMPTIONS USED TO DETERMINE
|
||||||||||
BENEFIT OBLIGATION AS OF DECEMBER 31:
|
||||||||||
Discount rate
|
4.04
|
%
|
4.95
|
%
|
4.09
|
%
|
5.11
|
%
|
||
Rate of compensation increase
|
(1)
|
(1)
|
(1)
|
(1)
|
||||||
WEIGHTED-AVERAGE ASSUMPTIONS USED TO DETERMINE NET
|
||||||||||
PERIODIC BENEFIT COST FOR YEARS ENDED DECEMBER 31:
|
||||||||||
Sempra Energy Consolidated
|
||||||||||
Discount rate
|
(2)
|
(3)
|
(4)
|
(5)
|
||||||
Expected return on plan assets
|
7.00
|
%
|
7.00
|
%
|
6.96
|
%
|
6.25
|
%
|
||
Rate of compensation increase
|
(6)
|
(6)
|
(1)
|
(1)
|
||||||
SDG&E
|
||||||||||
Discount rate
|
(7)
|
(7)
|
5.05
|
%
|
5.05
|
%
|
||||
Expected return on plan assets
|
7.00
|
%
|
7.00
|
%
|
6.81
|
%
|
6.69
|
%
|
||
Rate of compensation increase
|
(8)
|
(8)
|
N/A
|
N/A
|
||||||
SoCalGas
|
||||||||||
Discount rate
|
(9)
|
(9)
|
5.15
|
%
|
5.15
|
%
|
||||
Expected return on plan assets
|
7.00
|
%
|
7.00
|
%
|
7.00
|
%
|
7.00
|
%
|
||
Rate of compensation increase
|
(6)
|
(6)
|
(1)
|
(1)
|
||||||
(1)
|
4.50% for nonqualified pension plans and Executive Life plan. Qualified pension and other postretirement benefit plans, excluding the Executive Life plan, use an age-based table. 3.50% to 5.00% for the funded pension plan for SoCalGas' represented participants and 3.50% to 9.50% for all the other funded pension plans' participants using an age-based formula.
|
|||||||||
(2)
|
In addition to rates for SDG&E and SoCalGas plans, 4.93% for Mobile Gas pension plan, 4.40% for Directors’ plan, 4.70% for other unfunded plans, and 4.90% for Sempra Energy funded plan.
|
|||||||||
(3)
|
In addition to rates for SDG&E and SoCalGas plans, 5.14% for Mobile Gas pension plan, 4.40% for Directors’ plan, 4.70% for other unfunded plans, and 4.90% for Sempra Energy funded plan.
|
|||||||||
(4)
|
In addition to rates for SDG&E and SoCalGas plans, 4.10% for the Executive Life Plan, 4.88% for Mobile Gas, and 4.65% for Sempra Energy.
|
|||||||||
(5)
|
In addition to rates for SDG&E and SoCalGas plans, 4.10% for the Executive Life Plan, 4.80% for Mobile Gas, and 4.65% for Sempra Energy.
|
|||||||||
(6)
|
4.50% for the unfunded pension plans. 3.50% to 5.00% for the funded pension plan for SoCalGas’ represented participants and 3.50% to 8.50% for all the other funded pension plans’ participants using an age-based formula.
|
|||||||||
(7)
|
4.70% for the unfunded pension plan. 4.80% for the funded pension plan.
|
|||||||||
(8)
|
4.50% for the unfunded pension plan. 3.50% to 8.50% for the funded pension plan using an age-based formula.
|
|||||||||
(9)
|
4.70% for the unfunded pension plan. 5.05% for the funded pension plan.
|
2012
|
2011
|
||||
ASSUMED HEALTH CARE COST TREND RATES AT DECEMBER 31:
|
|||||
Health care cost trend rate
|
(1)
|
10.00
|
%
|
||
Rate to which the cost trend rate is assumed to decline (the ultimate trend)
|
(2)
|
5.00
|
%
|
||
Year that the rate reaches the ultimate trend
|
2020
|
2019
|
|||
(1)
|
10.00% for pre-65 retirees and 8.25% for retirees aged 65 years and older. For Mobile Gas, the health care cost trend rate is assumed to be 8.00%.
|
||||
(2)
|
5.00% for pre-65 retirees and 4.75% for retirees aged 65 years and older. For Mobile Gas, the rate to which the cost trend rate is assumed to decline is assumed to be 5.00%.
|
Sempra Energy
|
||||||||||||||
Consolidated
|
SDG&E
|
SoCalGas
|
||||||||||||
1%
|
1%
|
1%
|
1%
|
1%
|
1%
|
|||||||||
(Dollars in millions)
|
Increase
|
Decrease
|
Increase
|
Decrease
|
Increase
|
Decrease
|
||||||||
Effect on total of service and interest
|
||||||||||||||
cost components of net periodic
|
||||||||||||||
postretirement health care benefit cost
|
$
|
8
|
$
|
(8)
|
$
|
1
|
$
|
(1)
|
$
|
7
|
$
|
(7)
|
||
Effect on the health care component of the
|
||||||||||||||
accumulated other postretirement
|
||||||||||||||
benefit obligations
|
$
|
114
|
$
|
(88)
|
$
|
9
|
$
|
(7)
|
$
|
102
|
$
|
(78)
|
§
|
41 percent domestic equity
|
§
|
27 percent international equity
|
§
|
5 percent high yield credit
|
§
|
12 percent intermediate credit
|
§
|
14 percent long credit
|
§
|
1 percent cash
|
§
|
long-term cost
|
§
|
variability and level of contributions
|
§
|
funded status
|
§
|
a range of expected outcomes over varying confidence levels
|
§
|
Level 1, for securities valued using quoted prices from active markets for identical assets;
|
§
|
Level 2, for securities not traded on an active market but for which observable market inputs are readily available; and
|
§
|
Level 3, for securities and investments valued based on significant unobservable inputs. Investments are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.
|
FAIR VALUE MEASUREMENTS — SEMPRA ENERGY CONSOLIDATED
|
|||||||||
(Dollars in millions)
|
|||||||||
At fair value as of December 31, 2012
|
|||||||||
PENSION PLANS - INVESTMENT ASSETS
|
Level 1
|
Level 2
|
Level 3
|
Total
|
|||||
SDG&E (see table below)
|
$
|
530
|
$
|
241
|
$
|
6
|
$
|
777
|
|
SoCalGas (see table below)
|
1,074
|
485
|
13
|
1,572
|
|||||
Other Sempra Energy
|
|||||||||
Equity securities:
|
|||||||||
Domestic(1)
|
77
|
―
|
―
|
77
|
|||||
Foreign
|
54
|
―
|
―
|
54
|
|||||
Registered investment companies
|
2
|
―
|
―
|
2
|
|||||
Fixed income securities:
|
|||||||||
Domestic municipal bonds
|
―
|
3
|
―
|
3
|
|||||
Foreign government bonds
|
―
|
5
|
―
|
5
|
|||||
Domestic corporate bonds(2)
|
―
|
37
|
―
|
37
|
|||||
Foreign corporate bonds
|
―
|
13
|
―
|
13
|
|||||
Common/collective trusts(3)
|
―
|
2
|
―
|
2
|
|||||
Other types of investments:
|
|||||||||
Private equity funds(4) (stated at net asset value)
|
―
|
―
|
2
|
2
|
|||||
Total other Sempra Energy(5)
|
133
|
60
|
2
|
195
|
|||||
Total Sempra Energy Consolidated(6)
|
$
|
1,737
|
$
|
786
|
$
|
21
|
$
|
2,544
|
|
At fair value as of December 31, 2011
|
|||||||||
PENSION PLANS - INVESTMENT ASSETS
|
Level 1
|
Level 2
|
Level 3
|
Total
|
|||||
SDG&E (see table below)
|
$
|
466
|
$
|
244
|
$
|
7
|
$
|
717
|
|
SoCalGas (see table below)
|
919
|
484
|
15
|
1,418
|
|||||
Other Sempra Energy
|
|||||||||
Equity securities:
|
|||||||||
Domestic(1)
|
72
|
―
|
―
|
72
|
|||||
Foreign
|
45
|
―
|
―
|
45
|
|||||
Foreign preferred
|
1
|
―
|
―
|
1
|
|||||
Registered investment companies
|
1
|
―
|
―
|
1
|
|||||
Fixed income securities:
|
|||||||||
Domestic municipal bonds
|
―
|
2
|
―
|
2
|
|||||
Foreign government bonds
|
―
|
5
|
―
|
5
|
|||||
Domestic corporate bonds(2)
|
―
|
36
|
―
|
36
|
|||||
Foreign corporate bonds
|
―
|
12
|
―
|
12
|
|||||
Common/collective trusts(3)
|
―
|
6
|
―
|
6
|
|||||
Other types of investments:
|
|||||||||
Private equity funds(4) (stated at net asset value)
|
1
|
―
|
2
|
3
|
|||||
Total other Sempra Energy(7)
|
120
|
61
|
2
|
183
|
|||||
Total Sempra Energy Consolidated(6)
|
$
|
1,505
|
$
|
789
|
$
|
24
|
$
|
2,318
|
|
(1)
|
Investments in common stock of domestic corporations.
|
||||||||
(2)
|
Bonds of U.S. issuers from diverse industries, primarily investment-grade.
|
||||||||
(3)
|
Investments in common/collective trusts held in Sempra Energy’s Pension Master Trust.
|
||||||||
(4)
|
Investments in venture capital and real estate funds.
|
||||||||
(5)
|
Excludes cash and cash equivalents of $1 million.
|
||||||||
(6)
|
Excludes cash and cash equivalents of $14 million at both December 31, 2012 and 2011.
|
||||||||
(7)
|
Excludes cash and cash equivalents of $1 million and transfers payable to other plans of $7 million.
|
||||||||
FAIR VALUE MEASUREMENTS — SDG&E
|
|||||||||
(Dollars in millions)
|
|||||||||
At fair value as of December 31, 2012
|
|||||||||
PENSION PLANS - INVESTMENT ASSETS
|
Level 1
|
Level 2
|
Level 3
|
Total
|
|||||
Equity securities:
|
|||||||||
Domestic(1)
|
$
|
307
|
$
|
―
|
$
|
―
|
$
|
307
|
|
Foreign
|
215
|
―
|
―
|
215
|
|||||
Foreign preferred
|
2
|
―
|
―
|
2
|
|||||
Registered investment companies
|
6
|
―
|
―
|
6
|
|||||
Fixed income securities:
|
|||||||||
Domestic municipal bonds
|
―
|
12
|
―
|
12
|
|||||
Foreign government bonds
|
―
|
22
|
―
|
22
|
|||||
Domestic corporate bonds(2)
|
―
|
147
|
―
|
147
|
|||||
Foreign corporate bonds
|
―
|
52
|
―
|
52
|
|||||
Common/collective trusts(3)
|
―
|
8
|
―
|
8
|
|||||
Other types of investments:
|
|||||||||
Private equity funds(4) (stated at net asset value)
|
―
|
―
|
6
|
6
|
|||||
Total investment assets(5)
|
$
|
530
|
$
|
241
|
$
|
6
|
$
|
777
|
|
At fair value as of December 31, 2011
|
|||||||||
PENSION PLANS - INVESTMENT ASSETS
|
Level 1
|
Level 2
|
Level 3
|
Total
|
|||||
Equity securities:
|
|||||||||
Domestic(1)
|
$
|
283
|
$
|
―
|
$
|
―
|
$
|
283
|
|
Foreign
|
178
|
―
|
―
|
178
|
|||||
Foreign preferred
|
1
|
―
|
―
|
1
|
|||||
Registered investment companies
|
4
|
―
|
―
|
4
|
|||||
Fixed income securities:
|
|||||||||
Domestic municipal bonds
|
―
|
9
|
―
|
9
|
|||||
Foreign government bonds
|
―
|
25
|
―
|
25
|
|||||
Domestic corporate bonds(2)
|
―
|
139
|
―
|
139
|
|||||
Foreign corporate bonds
|
―
|
48
|
―
|
48
|
|||||
Common/collective trusts(3)
|
―
|
23
|
―
|
23
|
|||||
Other types of investments:
|
|||||||||
Private equity funds(4) (stated at net asset value)
|
―
|
―
|
7
|
7
|
|||||
Total investment assets(6)
|
$
|
466
|
$
|
244
|
$
|
7
|
$
|
717
|
|
(1)
|
Investments in common stock of domestic corporations.
|
||||||||
(2)
|
Bonds of U.S. issuers from diverse industries, primarily investment-grade.
|
||||||||
(3)
|
Investments in common/collective trusts held in Sempra Energy’s Pension Master Trust.
|
||||||||
(4)
|
Investments in venture capital and real estate funds.
|
||||||||
(5)
|
Excludes cash and cash equivalents of $4 million.
|
||||||||
(6)
|
Excludes cash and cash equivalents of $4 million and transfers payable to other plans of $9 million.
|
FAIR VALUE MEASUREMENTS — SOCALGAS
|
|||||||||
(Dollars in millions)
|
|||||||||
At fair value as of December 31, 2012
|
|||||||||
PENSION PLANS - INVESTMENT ASSETS
|
Level 1
|
Level 2
|
Level 3
|
Total
|
|||||
Equity securities:
|
|||||||||
Domestic(1)
|
$
|
622
|
$
|
―
|
$
|
―
|
$
|
622
|
|
Foreign
|
436
|
―
|
―
|
436
|
|||||
Foreign preferred
|
4
|
―
|
―
|
4
|
|||||
Registered investment companies
|
12
|
―
|
―
|
12
|
|||||
Fixed income securities:
|
|||||||||
Domestic municipal bonds
|
―
|
24
|
―
|
24
|
|||||
Foreign government bonds
|
―
|
44
|
―
|
44
|
|||||
Domestic corporate bonds(2)
|
―
|
297
|
―
|
297
|
|||||
Foreign corporate bonds
|
―
|
105
|
―
|
105
|
|||||
Common/collective trusts(3)
|
―
|
15
|
―
|
15
|
|||||
Other types of investments:
|
|||||||||
Private equity funds(4) (stated at net asset value)
|
―
|
13
|
13
|
||||||
Total investment assets(5)
|
$
|
1,074
|
$
|
485
|
$
|
13
|
$
|
1,572
|
|
At fair value as of December 31, 2011
|
|||||||||
PENSION PLANS - INVESTMENT ASSETS
|
Level 1
|
Level 2
|
Level 3
|
Total
|
|||||
Equity securities:
|
|||||||||
Domestic(1)
|
$
|
558
|
$
|
―
|
$
|
―
|
$
|
558
|
|
Foreign
|
351
|
―
|
―
|
351
|
|||||
Foreign preferred
|
1
|
―
|
―
|
1
|
|||||
Registered investment companies
|
8
|
―
|
―
|
8
|
|||||
Fixed income securities:
|
|||||||||
Domestic municipal bonds
|
―
|
18
|
―
|
18
|
|||||
Foreign government bonds
|
―
|
49
|
―
|
49
|
|||||
Domestic corporate bonds(2)
|
―
|
275
|
―
|
275
|
|||||
Foreign corporate bonds
|
―
|
96
|
―
|
96
|
|||||
Common/collective trusts(3)
|
―
|
46
|
―
|
46
|
|||||
Other types of investments:
|
|||||||||
Private equity funds(4) (stated at net asset value)
|
1
|
―
|
15
|
16
|
|||||
Total investment assets(6)
|
$
|
919
|
$
|
484
|
$
|
15
|
$
|
1,418
|
|
(1)
|
Investments in common stock of domestic corporations.
|
||||||||
(2)
|
Bonds of U.S. issuers from diverse industries, primarily investment-grade.
|
||||||||
(3)
|
Investments in common/collective trusts held in Sempra Energy’s Pension Master Trust.
|
||||||||
(4)
|
Investments in venture capital and real estate funds.
|
||||||||
(5)
|
Excludes cash and cash equivalents of $9 million.
|
||||||||
(6)
|
Excludes cash and cash equivalents of $9 million and transfers receivable from other plans of $16 million.
|
FAIR VALUE MEASUREMENTS — SEMPRA ENERGY CONSOLIDATED
|
|||||||||
(Dollars in millions)
|
|||||||||
At fair value as of December 31, 2012
|
|||||||||
OTHER POSTRETIREMENT BENEFIT PLANS - INVESTMENT ASSETS
|
Level 1
|
Level 2
|
Level 3
|
Total
|
|||||
SDG&E (see table below)
|
$
|
87
|
$
|
38
|
$
|
1
|
$
|
126
|
|
SoCalGas (see table below)
|
213
|
514
|
2
|
729
|
|||||
Other Sempra Energy
|
|||||||||
Equity securities:
|
|||||||||
Domestic(1)
|
5
|
―
|
―
|
5
|
|||||
Foreign
|
1
|
―
|
―
|
1
|
|||||
Foreign preferred
|
1
|
―
|
―
|
1
|
|||||
Registered investment companies
|
3
|
1
|
―
|
4
|
|||||
Fixed income securities:
|
|||||||||
Domestic corporate bonds(2)
|
―
|
2
|
―
|
2
|
|||||
Foreign government bonds
|
―
|
1
|
―
|
1
|
|||||
Foreign corporate bonds
|
―
|
1
|
―
|
1
|
|||||
Total other Sempra Energy
|
10
|
5
|
―
|
15
|
|||||
Total Sempra Energy Consolidated(3)
|
$
|
310
|
$
|
557
|
$
|
3
|
$
|
870
|
|
At fair value as of December 31, 2011
|
|||||||||
OTHER POSTRETIREMENT BENEFIT PLANS - INVESTMENT ASSETS
|
Level 1
|
Level 2
|
Level 3
|
Total
|
|||||
SDG&E (see table below)
|
$
|
47
|
$
|
24
|
$
|
1
|
$
|
72
|
|
SoCalGas (see table below)
|
176
|
390
|
3
|
569
|
|||||
Other Sempra Energy
|
|||||||||
Equity securities:
|
|||||||||
Domestic(1)
|
6
|
―
|
―
|
6
|
|||||
Foreign
|
3
|
―
|
―
|
3
|
|||||
Fixed income securities:
|
|||||||||
Domestic corporate bonds(2)
|
―
|
4
|
―
|
4
|
|||||
Foreign government bonds
|
―
|
1
|
―
|
1
|
|||||
Foreign corporate bonds
|
―
|
1
|
―
|
1
|
|||||
Total other Sempra Energy(4)
|
9
|
6
|
―
|
15
|
|||||
Total Sempra Energy Consolidated(5)
|
$
|
232
|
$
|
420
|
$
|
4
|
$
|
656
|
|
(1)
|
Investments in common stock of domestic corporations.
|
||||||||
(2)
|
Bonds of U.S. issuers from diverse industries, primarily investment-grade.
|
||||||||
(3)
|
Excludes cash and cash equivalents of $3 million, all of which is held in SoCalGas PBOP plan trusts.
|
||||||||
(4)
|
Excludes transfers payable to other plans of $1 million.
|
||||||||
(5)
|
Excludes cash and cash equivalents of $122 million, $86 million and $36 million of which is held in SoCalGas and SDG&E
|
||||||||
PBOP plan trusts, respectively.
|
|||||||||
FAIR VALUE MEASUREMENTS — SDG&E
|
|||||||||
(Dollars in millions)
|
|||||||||
At fair value as of December 31, 2012
|
|||||||||
OTHER POSTRETIREMENT BENEFIT PLANS - INVESTMENT ASSETS
|
Level 1
|
Level 2
|
Level 3
|
Total
|
|||||
Equity securities:
|
|||||||||
Domestic(1)
|
$
|
32
|
$
|
―
|
$
|
―
|
$
|
32
|
|
Foreign
|
23
|
―
|
―
|
23
|
|||||
Registered investment companies
|
32
|
―
|
―
|
32
|
|||||
Fixed income securities:
|
|||||||||
Domestic municipal bonds(2)
|
―
|
3
|
―
|
3
|
|||||
Domestic corporate bonds(3)
|
―
|
15
|
―
|
15
|
|||||
Foreign government bonds
|
―
|
2
|
―
|
2
|
|||||
Foreign corporate bonds
|
―
|
5
|
―
|
5
|
|||||
Common/collective trusts(4)
|
―
|
1
|
―
|
1
|
|||||
Registered investment companies
|
―
|
12
|
―
|
12
|
|||||
Other types of investments:
|
|||||||||
Private equity funds(5) (stated at net asset value)
|
―
|
―
|
1
|
1
|
|||||
Total investment assets
|
$
|
87
|
$
|
38
|
$
|
1
|
$
|
126
|
|
At fair value as of December 31, 2011
|
|||||||||
OTHER POSTRETIREMENT BENEFIT PLANS - INVESTMENT ASSETS
|
Level 1
|
Level 2
|
Level 3
|
Total
|
|||||
Equity securities:
|
|||||||||
Domestic(1)
|
$
|
24
|
$
|
―
|
$
|
―
|
$
|
24
|
|
Foreign
|
16
|
―
|
―
|
16
|
|||||
Registered investment companies
|
7
|
―
|
―
|
7
|
|||||
Fixed income securities:
|
|||||||||
Domestic municipal bonds(2)
|
―
|
4
|
―
|
4
|
|||||
Domestic corporate bonds(3)
|
―
|
12
|
―
|
12
|
|||||
Foreign government bonds
|
―
|
2
|
―
|
2
|
|||||
Foreign corporate bonds
|
―
|
4
|
―
|
4
|
|||||
Common/collective trusts(4)
|
―
|
2
|
―
|
2
|
|||||
Other types of investments:
|
|||||||||
Private equity funds(5) (stated at net asset value)
|
―
|
―
|
1
|
1
|
|||||
Total investment assets(6)
|
$
|
47
|
$
|
24
|
$
|
1
|
$
|
72
|
|
(1)
|
Investments in common stock of domestic corporations.
|
||||||||
(2)
|
Bonds of California municipalities held in SDG&E PBOP plan trusts.
|
||||||||
(3)
|
Bonds of U.S. issuers from diverse industries, primarily investment-grade.
|
||||||||
(4)
|
Investment in common/collective trusts held in PBOP plan VEBA trusts.
|
||||||||
(5)
|
Investments in venture capital and real estate funds.
|
||||||||
(6)
|
Excludes cash and cash equivalents of $36 million, all of which is held in SDG&E PBOP plan trusts, and transfers payable to other plans of $2 million.
|
||||||||
FAIR VALUE MEASUREMENTS — SOCALGAS
|
|||||||||
(Dollars in millions)
|
|||||||||
At fair value as of December 31, 2012
|
|||||||||
OTHER POSTRETIREMENT BENEFIT PLANS - INVESTMENT ASSETS
|
Level 1
|
Level 2
|
Level 3
|
Total
|
|||||
Equity securities:
|
|||||||||
Domestic(1)
|
$
|
118
|
$
|
―
|
$
|
―
|
$
|
118
|
|
Foreign
|
84
|
―
|
―
|
84
|
|||||
Registered investment companies
|
11
|
―
|
―
|
11
|
|||||
Broad market funds
|
―
|
316
|
―
|
316
|
|||||
Fixed income securities:
|
|||||||||
Domestic municipal bonds
|
―
|
5
|
―
|
5
|
|||||
Domestic corporate bonds(2)
|
―
|
57
|
―
|
57
|
|||||
Foreign government bonds
|
―
|
8
|
―
|
8
|
|||||
Foreign corporate bonds
|
―
|
20
|
―
|
20
|
|||||
Common/collective trusts(3)
|
―
|
107
|
―
|
107
|
|||||
Registered investment companies
|
―
|
1
|
―
|
1
|
|||||
Other types of investments:
|
|||||||||
Private equity funds(4) (stated at net asset value)
|
―
|
―
|
2
|
2
|
|||||
Total investment assets(5)
|
$
|
213
|
$
|
514
|
$
|
2
|
$
|
729
|
|
At fair value as of December 31, 2011
|
|||||||||
OTHER POSTRETIREMENT BENEFIT PLANS - INVESTMENT ASSETS
|
Level 1
|
Level 2
|
Level 3
|
Total
|
|||||
Equity securities:
|
|||||||||
Domestic(1)
|
$
|
107
|
$
|
―
|
$
|
―
|
$
|
107
|
|
Foreign
|
67
|
―
|
―
|
67
|
|||||
Registered investment companies
|
2
|
―
|
―
|
2
|
|||||
Fixed income securities:
|
|||||||||
Domestic municipal bonds
|
―
|
3
|
―
|
3
|
|||||
Foreign government bonds
|
―
|
9
|
―
|
9
|
|||||
Domestic corporate bonds(2)
|
―
|
52
|
―
|
52
|
|||||
Foreign corporate bonds
|
―
|
18
|
―
|
18
|
|||||
Common/collective trusts(3)
|
―
|
308
|
―
|
308
|
|||||
Other types of investments:
|
|||||||||
Private equity funds(4) (stated at net asset value)
|
―
|
―
|
3
|
3
|
|||||
Total investment assets(6)
|
$
|
176
|
$
|
390
|
$
|
3
|
$
|
569
|
|
(1)
|
Investments in common stock of domestic corporations.
|
||||||||
(2)
|
Bonds of U.S. issuers from diverse industries, primarily investment-grade.
|
||||||||
(3)
|
Investments in common/collective trusts held in PBOP plan VEBA trusts.
|
||||||||
(4)
|
Investments in venture capital and real estate funds.
|
||||||||
(5)
|
Excludes cash and cash equivalents of $3 million, all of which is held in SoCalGas PBOP plan trusts.
|
||||||||
(6)
|
Excludes cash and cash equivalents of $86 million, all of which is held in SoCalGas PBOP plan trusts, and transfers receivable from other plans of $3 million.
|
Private Equity Funds
|
|||||||||
2012
|
2011
|
||||||||
(Dollars in millions)
|
SDG&E
|
SoCalGas
|
All Other
|
Sempra Energy Consolidated
|
SDG&E
|
SoCalGas
|
All Other
|
Sempra Energy Consolidated
|
|
PENSION PLANS
|
|||||||||
Total Level 3 investment
assets
|
$6
|
$13
|
$2
|
$21
|
$7
|
$15
|
$2
|
$24
|
|
Percentage of total
investment assets
|
1%
|
1%
|
1%
|
1%
|
1%
|
1%
|
-%
|
1%
|
|
OTHER POSTRETIREMENT
BENEFIT PLANS
|
|||||||||
Total Level 3 investment
assets
|
$1
|
$2
|
$-
|
$3
|
$1
|
$3
|
$-
|
$4
|
|
Percentage of total
investment assets
|
1%
|
-%
|
-%
|
-%
|
1%
|
-%
|
-%
|
1%
|
LEVEL 3 RECONCILIATIONS
|
||||||||
(Dollars in millions)
|
||||||||
Private Equity Funds
|
||||||||
SDG&E
|
SoCalGas
|
All Other
|
Sempra Energy
Consolidated
|
|||||
PENSION PLANS
|
||||||||
Balance as of January 1, 2011
|
$
|
8
|
$
|
17
|
$
|
2
|
$
|
27
|
Realized gains
|
1
|
1
|
―
|
2
|
||||
Purchases
|
―
|
1
|
―
|
1
|
||||
Sales
|
(2)
|
(4)
|
―
|
(6)
|
||||
Balance as of December 31, 2011
|
7
|
15
|
2
|
24
|
||||
Unrealized gains
|
2
|
4
|
―
|
6
|
||||
Sales
|
(3)
|
(6)
|
―
|
(9)
|
||||
Balance as of December 31, 2012
|
$
|
6
|
$
|
13
|
$
|
2
|
$
|
21
|
OTHER POSTRETIREMENT BENEFIT PLANS
|
||||||||
Balance as of January 1, 2011
|
$
|
1
|
$
|
4
|
$
|
―
|
$
|
5
|
Sales
|
―
|
(1)
|
―
|
(1)
|
||||
Balance as of December 31, 2011
|
1
|
3
|
―
|
4
|
||||
Sales
|
―
|
(1)
|
―
|
(1)
|
||||
Balance as of December 31, 2012
|
$
|
1
|
$
|
2
|
$
|
―
|
$
|
3
|
Sempra Energy
|
||||||
(Dollars in millions)
|
Consolidated
|
SDG&E
|
SoCalGas
|
|||
Pension plans
|
$
|
154
|
$
|
57
|
$
|
69
|
Other postretirement benefit plans
|
27
|
11
|
11
|
Sempra Energy Consolidated
|
SDG&E
|
SoCalGas
|
||||||||||||
Other
|
Other
|
Other
|
||||||||||||
Pension
|
Postretirement
|
Pension
|
Postretirement
|
Pension
|
Postretirement
|
|||||||||
(Dollars in millions)
|
Benefits
|
Benefits
|
Benefits
|
Benefits
|
Benefits
|
Benefits
|
||||||||
2013
|
$
|
318
|
$
|
46
|
$
|
92
|
$
|
6
|
$
|
190
|
$
|
35
|
||
2014
|
315
|
48
|
92
|
7
|
194
|
38
|
||||||||
2015
|
315
|
53
|
91
|
8
|
192
|
41
|
||||||||
2016
|
319
|
56
|
87
|
9
|
195
|
45
|
||||||||
2017
|
312
|
61
|
84
|
10
|
191
|
48
|
||||||||
2018-2022
|
1,411
|
345
|
392
|
57
|
835
|
264
|
(Dollars in millions)
|
2012
|
2011
|
2010
|
|||
Sempra Energy Consolidated
|
$
|
34
|
$
|
32
|
$
|
31
|
SDG&E
|
16
|
14
|
14
|
|||
SoCalGas
|
15
|
14
|
13
|
§
|
non-qualified stock options
|
§
|
incentive stock options
|
§
|
restricted stock
|
§
|
restricted stock units
|
§
|
stock appreciation rights
|
§
|
performance awards
|
§
|
stock payments
|
§
|
dividend equivalents
|
§
|
Non-Qualified Stock Options: Options have an exercise price equal to the market price of the common stock at the date of grant, are service-based, become exercisable over a four-year period, and expire 10 years from the date of grant. Vesting and/or the ability to exercise may be accelerated upon a change in control, in accordance with severance pay agreements or upon eligibility for retirement. Options are subject to forfeiture or earlier expiration when an employee terminates employment.
|
§
|
Restricted Stock Units: Substantially all restricted stock unit awards vest in Sempra Energy common stock at the end of four-year performance periods based on Sempra Energy’s total return to shareholders relative to that of market indices. If Sempra Energy’s total return to shareholders exceeds the target levels established under the 2008 Long Term Incentive Plan for awards granted beginning in 2008 and each year since, up to an additional 50 percent of the number of granted restricted stock units may be issued. If Sempra Energy’s total return to shareholders is below the target levels, shares are subject to partial vesting on a pro rata basis. Restricted stock units may also be service-based; these are generally exercisable at the end of four years of service. Vesting is subject to earlier forfeiture upon termination of employment and accelerated vesting upon a change in control, in accordance with severance pay agreements or upon eligibility for retirement. Dividend equivalents on shares subject to restricted stock units are reinvested to purchase additional shares that become subject to the same vesting conditions as the restricted stock units to which the dividends relate.
|
§
|
Restricted Stock: Prior to 2009, substantially all restricted stock awards were performance-based and vested at the end of four-year performance periods based on Sempra Energy’s total return to shareholders relative to that of market indices. Restricted stock awards that are service-based are generally exercisable at the end of four years of service. Vesting is subject to earlier forfeiture upon termination of employment and accelerated vesting upon a change in control, in accordance with severance pay agreements or upon eligibility for retirement. Holders of restricted stock have full voting rights. They also have full dividend rights; however, dividends paid on restricted stock held by officers are reinvested to purchase additional shares that become subject to the same vesting conditions as the restricted stock to which the dividends relate.
|
SHARE-BASED COMPENSATION EXPENSE ― SEMPRA ENERGY CONSOLIDATED
|
||||||
(Dollars in millions, except per share amounts)
|
||||||
Years ended December 31,
|
||||||
2012
|
2011
|
2010
|
||||
Share-based compensation expense, before income taxes
|
$
|
40
|
$
|
44
|
$
|
34
|
Income tax benefit
|
(16)
|
(18)
|
(13)
|
|||
Share-based compensation expense, net of income taxes
|
$
|
24
|
$
|
26
|
$
|
21
|
Net share-based compensation expense, per common share
|
||||||
Basic
|
$
|
0.10
|
$
|
0.11
|
$
|
0.09
|
Diluted
|
$
|
0.10
|
$
|
0.11
|
$
|
0.08
|
SHARE-BASED COMPENSATION EXPENSE ― SDG&E AND SOCALGAS
|
||||||
(Dollars in millions)
|
||||||
Years ended December 31,
|
||||||
2012
|
2011
|
2010
|
||||
SDG&E:
|
||||||
Compensation expense
|
$
|
8
|
$
|
8
|
$
|
9
|
Capitalized compensation cost
|
3
|
3
|
2
|
|||
SoCalGas:
|
||||||
Compensation expense
|
$
|
7
|
$
|
9
|
$
|
8
|
Capitalized compensation cost
|
1
|
1
|
1
|
2010
|
||
Stock price volatility
|
19%
|
|
Risk-free rate of return
|
2.6%
|
|
Annual dividend yield
|
2.8%
|
|
Expected life
|
5.5 years
|
NON-QUALIFIED STOCK OPTIONS
|
||||||||
Weighted-
|
||||||||
Weighted-
|
Average
|
|||||||
Shares
|
Average
|
Remaining
|
Aggregate
|
|||||
Under
|
Exercise
|
Contractual Term
|
Intrinsic Value
|
|||||
Option
|
Price
|
(in years)
|
(in millions)
|
|||||
Outstanding at December 31, 2011
|
4,630,971
|
$
|
47.85
|
|||||
Exercised
|
(1,876,303)
|
$
|
41.77
|
|||||
Forfeited/canceled
|
(53,550)
|
$
|
58.62
|
|||||
Outstanding at December 31, 2012
|
2,701,118
|
$
|
51.86
|
4.6
|
$
|
52
|
||
Vested or expected to vest, at December 31, 2012
|
2,696,259
|
$
|
51.85
|
4.6
|
$
|
51
|
||
Exercisable at December 31, 2012
|
2,174,018
|
$
|
52.03
|
4.3
|
$
|
41
|
§
|
$45 million in 2012
|
§
|
$23 million in 2011
|
§
|
$22 million in 2010
|
§
|
$4 million in 2012
|
§
|
$7 million in 2011
|
§
|
$8 million in 2010
|
2012
|
2011
|
2010
|
||||
Risk-free rate of return
|
0.6%
|
1.5%
|
2.1%
|
|||
Annual dividend yield
|
3.4%
|
3.0%
|
2.8%
|
|||
Stock price volatility
|
27%
|
27%
|
26%
|
RESTRICTED STOCK AWARDS
|
||||
Weighted-
|
||||
Average
|
||||
Grant-Date
|
||||
Shares
|
Fair Value
|
|||
Nonvested at December 31, 2011
|
24,276
|
$
|
46.51
|
|
Granted
|
18,487
|
$
|
57.81
|
|
Vested
|
(18,074)
|
$
|
44.30
|
|
Nonvested at December 31, 2012
|
24,689
|
$
|
56.59
|
|
Vested or expected to vest, at December 31, 2012
|
24,689
|
$
|
56.59
|
§
|
$1 million in 2012
|
§
|
$28 million in 2011
|
§
|
$4 million in 2010
|
RESTRICTED STOCK UNITS
|
|||||
Weighted-
|
|||||
Average
|
|||||
Grant-Date
|
|||||
Units
|
Fair Value
|
||||
Nonvested at December 31, 2011
|
3,292,512
|
$
|
43.08
|
||
Granted
|
927,734
|
$
|
50.17
|
||
Vested
|
(608,348)
|
$
|
52.86
|
||
Forfeited
|
(76,624)
|
$
|
45.34
|
||
Nonvested at December 31, 2012(1)
|
3,535,274
|
$
|
43.21
|
||
Vested or expected to vest, at December 31, 2012
|
3,468,170
|
$
|
43.15
|
||
(1)
|
Each unit represents the right to receive one share of our common stock if applicable performance conditions are satisfied. For substantially all restricted stock units, up to an additional 50% of the shares represented by the units may be issued if Sempra Energy exceeds target performance conditions.
|
§
|
The California Utilities use natural gas energy derivatives, on their customers’ behalf, with the objective of managing price risk and basis risks, and lowering natural gas costs. These derivatives include fixed price natural gas positions, options, and basis risk instruments, which are either exchange-traded or over-the-counter financial instruments. This activity is governed by risk management and transacting activity plans that have been filed with and approved by the CPUC. Natural gas 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 Consolidated Statements of Operations are reflected in Cost of Electric Fuel and Purchased Power or in Cost of Natural Gas.
|
§
|
SDG&E is allocated and may purchase congestion revenue rights (CRRs), which serve to reduce the regional electricity price volatility risk that may result from local transmission capacity constraints. Unrealized gains and losses do not impact earnings, as they are offset by regulatory account balances. Realized gains and losses associated with CRRs are recorded in Cost of Electric Fuel and Purchased Power, which is recoverable in rates, on the Consolidated Statements of Operations.
|
§
|
Sempra Mexico and Sempra Natural Gas may use natural gas and electricity derivatives, as appropriate, to optimize the earnings of their assets which support the following businesses: liquefied natural gas (LNG), natural gas transportation, power generation, and Sempra Natural Gas’ storage. Gains and losses associated with undesignated derivatives are recognized in Energy-Related Businesses Revenues or in Cost of Natural Gas, Electric Fuel and Purchased Power on the Consolidated Statements of Operations. Certain of these derivatives may also be designated as cash flow hedges. Sempra Mexico also uses natural gas energy derivatives with the objective of managing price risk and lowering natural gas prices at its Mexican distribution operations. These derivatives, which are recorded as commodity costs that are offset by regulatory account balances and recovered in rates, are recognized in Cost of Natural Gas on the Consolidated Statements of Operations.
|
§
|
From time to time, our various businesses, including the California Utilities, may use other energy derivatives to hedge exposures such as the price of vehicle fuel.
|
December 31,
|
|||||
Segment and Commodity
|
2012
|
2011
|
|||
California Utilities:
|
|||||
SDG&E:
|
|||||
Natural gas
|
25 million MMBtu
|
35 million MMBtu
|
(1)
|
||
Congestion revenue rights
|
30 million MWh
|
19 million MWh
|
(2)
|
||
Energy-Related Businesses:
|
|||||
Sempra Natural Gas:
|
|||||
Electric power
|
1 million MWh
|
5 million MWh
|
|||
Natural gas
|
36 million MMBtu
|
20 million MMBtu
|
|||
Sempra Mexico - natural gas
|
1 million MMBtu
|
1 million MMBtu
|
|||
(1)
|
Million British thermal units
|
||||
(2)
|
Megawatt hours
|
December 31, 2012
|
December 31, 2011
|
||||||
(Dollars in millions)
|
Notional Debt
|
Maturities
|
Notional Debt
|
Maturities
|
|||
Sempra Energy Consolidated(1)
|
$
|
6-369
|
2013-2028
|
$
|
15-305
|
2013-2019
|
|
SDG&E(1)
|
285-345
|
2019
|
285-355
|
2019
|
|||
(1)
|
Includes Otay Mesa VIE. All of SDG&E’s interest rate derivatives relate to Otay Mesa VIE.
|
DERIVATIVE INSTRUMENTS ON THE CONSOLIDATED BALANCE SHEETS
|
|||||||||
(Dollars in millions)
|
|||||||||
December 31, 2012
|
|||||||||
Deferred
|
|||||||||
credits
|
|||||||||
Current
|
Current
|
and other
|
|||||||
assets:
|
liabilities:
|
liabilities:
|
|||||||
Fixed-price
|
Investments
|
Fixed-price
|
Fixed-price
|
||||||
contracts
|
and other
|
contracts
|
contracts
|
||||||
and other
|
assets:
|
and other
|
and other
|
||||||
Derivatives designated as hedging instruments
|
derivatives(1)
|
Sundry
|
derivatives(2)
|
derivatives
|
|||||
Sempra Energy Consolidated:
|
|||||||||
Interest rate instruments(3)
|
$
|
7
|
$
|
12
|
$
|
(19)
|
$
|
(64)
|
|
Commodity contracts not subject to rate recovery
|
1
|
―
|
―
|
―
|
|||||
Total
|
$
|
8
|
$
|
12
|
$
|
(19)
|
$
|
(64)
|
|
SDG&E:
|
|||||||||
Interest rate instruments(3)
|
$
|
―
|
$
|
―
|
$
|
(17)
|
$
|
(64)
|
|
Derivatives not designated as hedging instruments
|
|||||||||
Sempra Energy Consolidated:
|
|||||||||
Interest rate instruments
|
$
|
8
|
$
|
40
|
$
|
(8)
|
$
|
(35)
|
|
Commodity contracts not subject to rate recovery
|
117
|
15
|
(116)
|
(27)
|
|||||
Associated offsetting commodity contracts
|
(102)
|
(12)
|
102
|
12
|
|||||
Commodity contracts subject to rate recovery
|
30
|
35
|
(35)
|
(1)
|
|||||
Associated offsetting commodity contracts
|
(4)
|
―
|
4
|
―
|
|||||
Total
|
$
|
49
|
$
|
78
|
$
|
(53)
|
$
|
(51)
|
|
SDG&E:
|
|||||||||
Commodity contracts subject to rate recovery
|
$
|
28
|
$
|
35
|
$
|
(33)
|
$
|
(1)
|
|
Associated offsetting commodity contracts
|
(3)
|
―
|
3
|
―
|
|||||
Total
|
$
|
25
|
$
|
35
|
$
|
(30)
|
$
|
(1)
|
|
SoCalGas:
|
|||||||||
Commodity contracts subject to rate recovery
|
$
|
2
|
$
|
―
|
$
|
(2)
|
$
|
―
|
|
Associated offsetting commodity contracts
|
(1)
|
―
|
1
|
―
|
|||||
Total
|
$
|
1
|
$
|
―
|
$
|
(1)
|
$
|
―
|
|
(1)
|
Included in Current Assets: Other for SoCalGas.
|
||||||||
(2)
|
Included in Current Liabilities: Other for SoCalGas.
|
||||||||
(3)
|
Includes Otay Mesa VIE. All of SDG&E’s amounts relate to Otay Mesa VIE.
|
DERIVATIVE INSTRUMENTS ON THE CONSOLIDATED BALANCE SHEETS
|
|||||||||
(Dollars in millions)
|
|||||||||
December 31, 2011
|
|||||||||
Deferred
|
|||||||||
credits
|
|||||||||
Current
|
Current
|
and other
|
|||||||
assets:
|
liabilities:
|
liabilities:
|
|||||||
Fixed-price
|
Investments
|
Fixed-price
|
Fixed-price
|
||||||
contracts
|
and other
|
contracts
|
contracts
|
||||||
and other
|
assets:
|
and other
|
and other
|
||||||
Derivatives designated as hedging instruments
|
derivatives(1)
|
Sundry
|
derivatives(2)
|
derivatives
|
|||||
Sempra Energy Consolidated:
|
|||||||||
Interest rate instruments(3)
|
$
|
5
|
$
|
11
|
$
|
(17)
|
$
|
(65)
|
|
SDG&E:
|
|||||||||
Interest rate instruments(3)
|
$
|
―
|
$
|
―
|
$
|
(16)
|
$
|
(65)
|
|
Derivatives not designated as hedging instruments
|
|||||||||
Sempra Energy Consolidated:
|
|||||||||
Interest rate instruments
|
$
|
8
|
$
|
41
|
$
|
(7)
|
$
|
(36)
|
|
Commodity contracts not subject to rate recovery
|
156
|
72
|
(148)
|
(94)
|
|||||
Associated offsetting commodity contracts
|
(120)
|
(68)
|
120
|
68
|
|||||
Commodity contracts subject to rate recovery
|
28
|
8
|
(62)
|
(24)
|
|||||
Associated offsetting commodity contracts
|
(10)
|
(2)
|
10
|
2
|
|||||
Total
|
$
|
62
|
$
|
51
|
$
|
(87)
|
$
|
(84)
|
|
SDG&E:
|
|||||||||
Commodity contracts subject to rate recovery
|
$
|
22
|
$
|
8
|
$
|
(55)
|
$
|
(24)
|
|
Associated offsetting commodity contracts
|
(5)
|
(2)
|
5
|
2
|
|||||
Total
|
$
|
17
|
$
|
6
|
$
|
(50)
|
$
|
(22)
|
|
SoCalGas:
|
|||||||||
Commodity contracts subject to rate recovery
|
$
|
6
|
$
|
―
|
$
|
(7)
|
$
|
―
|
|
Associated offsetting commodity contracts
|
(5)
|
―
|
5
|
―
|
|||||
Total
|
$
|
1
|
$
|
―
|
$
|
(2)
|
$
|
―
|
|
(1)
|
Included in Current Assets: Other for SoCalGas.
|
||||||||
(2)
|
Included in Current Liabilities: Other for SoCalGas.
|
||||||||
(3)
|
Includes Otay Mesa VIE. All of SDG&E’s amounts relate to Otay Mesa VIE.
|
FAIR VALUE HEDGE IMPACT ON THE CONSOLIDATED STATEMENTS OF OPERATIONS
|
||||||||
(Dollars in millions)
|
||||||||
Gain (loss) on derivatives recognized in earnings
|
||||||||
Years ended December 31,
|
||||||||
Location
|
2012
|
2011
|
2010
|
|||||
Sempra Energy Consolidated:
|
||||||||
Interest rate instruments
|
Interest Expense
|
$
|
6
|
$
|
9
|
$
|
10
|
|
Interest rate instruments
|
Other Income, Net
|
3
|
13
|
(11)
|
||||
Total(1)
|
$
|
9
|
$
|
22
|
$
|
(1)
|
||
SoCalGas:
|
||||||||
Interest rate instrument
|
Interest Expense
|
$
|
―
|
$
|
1
|
$
|
6
|
|
Interest rate instrument
|
Other Income, Net
|
―
|
(3)
|
(4)
|
||||
Total(1)
|
$
|
―
|
$
|
(2)
|
$
|
2
|
||
(1)
|
There has been no hedge ineffectiveness on these swaps. Changes in the fair values of the interest rate swap agreements are exactly offset by changes in the fair value of the underlying long-term debt.
|
CASH FLOW HEDGE IMPACT ON THE CONSOLIDATED STATEMENTS OF OPERATIONS
|
|||||||||||||||
(Dollars in millions)
|
|||||||||||||||
Pretax gain (loss)
recognized in OCI
|
Gain (loss) reclassified
from AOCI into earnings
|
||||||||||||||
(effective portion)
|
(effective portion)
|
||||||||||||||
Years ended December 31,
|
Years ended December 31,
|
||||||||||||||
2012
|
2011
|
2010
|
Location
|
2012
|
2011
|
2010
|
|||||||||
Sempra Energy Consolidated:
|
|||||||||||||||
Interest rate instruments(1)
|
$
|
(22)
|
$
|
(42)
|
$
|
―
|
Interest Expense
|
$
|
(9)
|
$
|
(8)
|
$
|
(12)
|
||
Interest rate instruments
|
―
|
―
|
―
|
Other Income, Net(2)
|
―
|
―
|
10
|
||||||||
Equity Earnings (Losses),
|
|||||||||||||||
Interest rate instruments
|
(10)
|
(32)
|
2
|
Before Income Tax: Other
|
(6)
|
(5)
|
(1)
|
||||||||
Commodity contracts not subject
|
Cost of Natural Gas, Electric
|
||||||||||||||
to rate recovery
|
(1)
|
―
|
―
|
Fuel and Purchased Power
|
―
|
―
|
―
|
||||||||
Commodity contracts not subject
|
Equity Earnings (Losses),
|
||||||||||||||
to rate recovery
|
Before Income Tax: RBS
|
||||||||||||||
―
|
―
|
1
|
Sempra Commodities LLP
|
―
|
―
|
21
|
|||||||||
Total
|
$
|
(33)
|
$
|
(74)
|
$
|
3
|
$
|
(15)
|
$
|
(13)
|
$
|
18
|
|||
SDG&E:
|
|||||||||||||||
Interest rate instruments(1)
|
$
|
(16)
|
$
|
(40)
|
$
|
―
|
Interest Expense
|
$
|
(5)
|
$
|
(5)
|
$
|
(7)
|
||
SoCalGas:
|
|||||||||||||||
Interest rate instrument
|
$
|
―
|
$
|
―
|
$
|
―
|
Interest Expense
|
$
|
(2)
|
$
|
(3)
|
$
|
(5)
|
||
(1)
|
Amounts include Otay Mesa VIE. All of SDG&E’s interest rate derivative activity relates to Otay Mesa VIE. There was a negligible amount of ineffectiveness related to these swaps.
|
||||||||||||||
(2)
|
Gains reclassified into earnings due to changes in cash requirements and associated impacts on forecasted interest payments, primarily related to proceeds received from RBS Sempra Commodities. See Note 4.
|
UNDESIGNATED DERIVATIVE IMPACT ON THE CONSOLIDATED STATEMENTS OF OPERATIONS
|
||||||||
(Dollars in millions)
|
||||||||
Gain (loss) on derivatives recognized in earnings
|
||||||||
Years ended December 31,
|
||||||||
Location
|
2012
|
2011
|
2010
|
|||||
Sempra Energy Consolidated:
|
||||||||
Interest rate and foreign
|
||||||||
exchange instruments(1)
|
Other Income, Net
|
$
|
10
|
$
|
(14)
|
$
|
(34)
|
|
Commodity contracts not subject
|
Revenues: Energy-Related
|
|||||||
to rate recovery
|
Businesses
|
7
|
30
|
47
|
||||
Commodity contracts not subject
|
Cost of Natural Gas, Electric
|
|||||||
to rate recovery
|
Fuel and Purchased Power
|
―
|
1
|
(29)
|
||||
Commodity contracts not subject
|
||||||||
to rate recovery
|
Other Operation and Maintenance
|
1
|
1
|
2
|
||||
Commodity contracts subject
|
Cost of Electric Fuel
|
|||||||
to rate recovery
|
and Purchased Power
|
69
|
(14)
|
(102)
|
||||
Commodity contracts subject
|
||||||||
to rate recovery
|
Cost of Natural Gas
|
(2)
|
(2)
|
(9)
|
||||
Total
|
$
|
85
|
$
|
2
|
$
|
(125)
|
||
SDG&E:
|
||||||||
Interest rate instruments(1)
|
Other Income, Net
|
$
|
―
|
$
|
(1)
|
$
|
(34)
|
|
Commodity contracts not subject
|
||||||||
to rate recovery
|
Operation and Maintenance
|
―
|
―
|
1
|
||||
Commodity contracts subject
|
Cost of Electric Fuel
|
|||||||
to rate recovery
|
and Purchased Power
|
69
|
(14)
|
(102)
|
||||
Total
|
$
|
69
|
$
|
(15)
|
$
|
(135)
|
||
SoCalGas:
|
||||||||
Commodity contracts not subject
|
||||||||
to rate recovery
|
Operation and Maintenance
|
$
|
1
|
$
|
1
|
$
|
1
|
|
Commodity contracts subject
|
||||||||
to rate recovery
|
Cost of Natural Gas
|
(2)
|
(2)
|
(5)
|
||||
Total
|
$
|
(1)
|
$
|
(1)
|
$
|
(4)
|
||
(1)
|
Amounts for 2010 and 2011 are related to Otay Mesa VIE. Sempra Energy Consolidated also includes additional instruments.
|
§
|
Nuclear decommissioning trusts reflect the assets of SDG&E’s nuclear decommissioning trusts, excluding cash balances. 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. Equity and certain debt 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 debt securities are valued based on yields that are currently available for comparable securities of issuers with similar credit ratings (Level 2).
|
§
|
We enter into commodity contracts and interest rate derivatives primarily as a means to manage price exposures. We primarily use a market 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). All Level 3 recurring items are related to CRRs at SDG&E, as we discuss below under “Level 3 Information.” We record commodity derivative contracts that are subject to rate recovery as commodity costs that are offset by regulatory account balances and are recovered in rates.
|
§
|
Investments include marketable securities 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).
|
RECURRING FAIR VALUE MEASURES ― SEMPRA ENERGY CONSOLIDATED
|
|||||||||||
(Dollars in millions)
|
|||||||||||
At fair value as of December 31, 2012
|
|||||||||||
Collateral
|
|||||||||||
Level 1
|
Level 2
|
Level 3
|
Netted
|
Total
|
|||||||
Assets:
|
|||||||||||
Nuclear decommissioning trusts
|
|||||||||||
Equity securities
|
$
|
539
|
$
|
―
|
$
|
―
|
$
|
―
|
$
|
539
|
|
Debt securities:
|
|||||||||||
Debt securities issued by the U.S. Treasury and other
|
|||||||||||
U.S. government corporations and agencies
|
87
|
69
|
―
|
―
|
156
|
||||||
Municipal bonds
|
―
|
63
|
―
|
―
|
63
|
||||||
Other securities
|
―
|
130
|
―
|
―
|
130
|
||||||
Total debt securities
|
87
|
262
|
―
|
―
|
349
|
||||||
Total nuclear decommissioning trusts(1)
|
626
|
262
|
―
|
―
|
888
|
||||||
Interest rate instruments
|
―
|
68
|
―
|
―
|
68
|
||||||
Commodity contracts subject to rate recovery
|
13
|
―
|
61
|
―
|
74
|
||||||
Commodity contracts not subject to rate recovery
|
28
|
15
|
―
|
―
|
43
|
||||||
Investments
|
1
|
―
|
―
|
―
|
1
|
||||||
Total
|
$
|
668
|
$
|
345
|
$
|
61
|
$
|
―
|
$
|
1,074
|
|
Liabilities:
|
|||||||||||
Interest rate instruments
|
$
|
―
|
$
|
126
|
$
|
―
|
$
|
―
|
$
|
126
|
|
Commodity contracts subject to rate recovery
|
23
|
9
|
―
|
(23)
|
9
|
||||||
Commodity contracts not subject to rate recovery
|
6
|
23
|
―
|
(11)
|
18
|
||||||
Total
|
$
|
29
|
$
|
158
|
$
|
―
|
$
|
(34)
|
$
|
153
|
|
At fair value as of December 31, 2011
|
|||||||||||
Collateral
|
|||||||||||
Level 1
|
Level 2
|
Level 3
|
netted
|
Total
|
|||||||
Assets:
|
|||||||||||
Nuclear decommissioning trusts
|
|||||||||||
Equity securities
|
$
|
468
|
$
|
―
|
$
|
―
|
$
|
―
|
$
|
468
|
|
Debt securities:
|
|||||||||||
Debt securities issued by the U.S. Treasury and other
|
|||||||||||
U.S. government corporations and agencies
|
92
|
78
|
―
|
―
|
170
|
||||||
Municipal bonds
|
―
|
77
|
―
|
―
|
77
|
||||||
Other securities
|
―
|
78
|
―
|
―
|
78
|
||||||
Total debt securities
|
92
|
233
|
―
|
―
|
325
|
||||||
Total nuclear decommissioning trusts(1)
|
560
|
233
|
―
|
―
|
793
|
||||||
Interest rate instruments
|
―
|
66
|
―
|
―
|
66
|
||||||
Commodity contracts subject to rate recovery
|
10
|
1
|
23
|
―
|
34
|
||||||
Commodity contracts not subject to rate recovery
|
15
|
35
|
―
|
(2)
|
48
|
||||||
Investments
|
5
|
―
|
―
|
―
|
5
|
||||||
Total
|
$
|
590
|
$
|
335
|
$
|
23
|
$
|
(2)
|
$
|
946
|
|
Liabilities:
|
|||||||||||
Interest rate instruments
|
$
|
1
|
$
|
124
|
$
|
―
|
$
|
―
|
$
|
125
|
|
Commodity contracts subject to rate recovery
|
61
|
13
|
―
|
(61)
|
13
|
||||||
Commodity contracts not subject to rate recovery
|
1
|
52
|
―
|
(4)
|
49
|
||||||
Total
|
$
|
63
|
$
|
189
|
$
|
―
|
$
|
(65)
|
$
|
187
|
|
(1)
|
Excludes cash balances and cash equivalents.
|
RECURRING FAIR VALUE MEASURES ― SDG&E
|
|||||||||||
(Dollars in millions)
|
|||||||||||
At fair value as of December 31, 2012
|
|||||||||||
Collateral
|
|||||||||||
Level 1
|
Level 2
|
Level 3
|
netted
|
Total
|
|||||||
Assets:
|
|||||||||||
Nuclear decommissioning trusts
|
|||||||||||
Equity securities
|
$
|
539
|
$
|
―
|
$
|
―
|
$
|
―
|
$
|
539
|
|
Debt securities:
|
|||||||||||
Debt securities issued by the U.S. Treasury and other
|
|||||||||||
U.S. government corporations and agencies
|
87
|
69
|
―
|
―
|
156
|
||||||
Municipal bonds
|
―
|
63
|
―
|
―
|
63
|
||||||
Other securities
|
―
|
130
|
―
|
―
|
130
|
||||||
Total debt securities
|
87
|
262
|
―
|
―
|
349
|
||||||
Total nuclear decommissioning trusts(1)
|
626
|
262
|
―
|
―
|
888
|
||||||
Commodity contracts subject to rate recovery
|
12
|
―
|
61
|
―
|
73
|
||||||
Commodity contracts not subject to rate recovery
|
1
|
―
|
―
|
―
|
1
|
||||||
Total
|
$
|
639
|
$
|
262
|
$
|
61
|
$
|
―
|
$
|
962
|
|
Liabilities:
|
|||||||||||
Interest rate instruments
|
$
|
―
|
$
|
81
|
$
|
―
|
$
|
―
|
$
|
81
|
|
Commodity contracts subject to rate recovery
|
23
|
8
|
―
|
(23)
|
8
|
||||||
Total
|
$
|
23
|
$
|
89
|
$
|
―
|
$
|
(23)
|
$
|
89
|
|
At fair value as of December 31, 2011
|
|||||||||||
Collateral
|
|||||||||||
Level 1
|
Level 2
|
Level 3
|
netted
|
Total
|
|||||||
Assets:
|
|||||||||||
Nuclear decommissioning trusts
|
|||||||||||
Equity securities
|
$
|
468
|
$
|
―
|
$
|
―
|
$
|
―
|
$
|
468
|
|
Debt securities:
|
|||||||||||
Debt securities issued by the U.S. Treasury and other
|
|||||||||||
U.S. government corporations and agencies
|
92
|
78
|
―
|
―
|
170
|
||||||
Municipal bonds
|
―
|
77
|
―
|
―
|
77
|
||||||
Other securities
|
―
|
78
|
―
|
―
|
78
|
||||||
Total debt securities
|
92
|
233
|
―
|
―
|
325
|
||||||
Total nuclear decommissioning trusts(1)
|
560
|
233
|
―
|
―
|
793
|
||||||
Commodity contracts subject to rate recovery
|
9
|
―
|
23
|
―
|
32
|
||||||
Commodity contracts not subject to rate recovery
|
1
|
―
|
―
|
―
|
1
|
||||||
Total
|
$
|
570
|
$
|
233
|
$
|
23
|
$
|
―
|
$
|
826
|
|
Liabilities:
|
|||||||||||
Interest rate instruments
|
$
|
―
|
$
|
81
|
$
|
―
|
$
|
―
|
$
|
81
|
|
Commodity contracts subject to rate recovery
|
61
|
12
|
―
|
(61)
|
12
|
||||||
Total
|
$
|
61
|
$
|
93
|
$
|
―
|
$
|
(61)
|
$
|
93
|
|
(1)
|
Excludes cash balances and cash equivalents.
|
RECURRING FAIR VALUE MEASURES ― SOCALGAS
|
||||||||||
(Dollars in millions)
|
||||||||||
At fair value as of December 31, 2012
|
||||||||||
Collateral
|
||||||||||
Level 1
|
Level 2
|
Level 3
|
netted
|
Total
|
||||||
Assets:
|
||||||||||
Commodity contracts subject to rate recovery
|
$
|
1
|
$
|
―
|
$
|
―
|
$
|
―
|
$
|
1
|
Commodity contracts not subject to rate recovery
|
3
|
―
|
―
|
―
|
3
|
|||||
Total
|
$
|
4
|
$
|
―
|
$
|
―
|
$
|
―
|
$
|
4
|
Liabilities:
|
||||||||||
Commodity contracts subject to rate recovery
|
$
|
―
|
$
|
1
|
$
|
―
|
$
|
―
|
$
|
1
|
Total
|
$
|
―
|
$
|
1
|
$
|
―
|
$
|
―
|
$
|
1
|
At fair value as of December 31, 2011
|
||||||||||
Collateral
|
||||||||||
Level 1
|
Level 2
|
Level 3
|
netted
|
Total
|
||||||
Assets:
|
||||||||||
Commodity contracts subject to rate recovery
|
$
|
1
|
$
|
1
|
$
|
―
|
$
|
―
|
$
|
2
|
Commodity contracts not subject to rate recovery
|
2
|
―
|
―
|
―
|
2
|
|||||
Total
|
$
|
3
|
$
|
1
|
$
|
―
|
$
|
―
|
$
|
4
|
Liabilities:
|
||||||||||
Commodity contracts subject to rate recovery
|
$
|
―
|
$
|
1
|
$
|
―
|
$
|
―
|
$
|
1
|
Total
|
$
|
―
|
$
|
1
|
$
|
―
|
$
|
―
|
$
|
1
|
LEVEL 3 RECONCILIATIONS
|
||||||
(Dollars in millions)
|
||||||
Years ended December 31,
|
||||||
2012
|
2011
|
2010
|
||||
Balance as of January 1
|
$
|
23
|
$
|
2
|
$
|
10
|
Realized and unrealized gains (losses)
|
31
|
32
|
(16)
|
|||
Allocated transmission instruments
|
58
|
7
|
8
|
|||
Settlements
|
(51)
|
(18)
|
―
|
|||
Balance as of December 31
|
$
|
61
|
$
|
23
|
$
|
2
|
Change in unrealized gains or losses relating to
|
||||||
instruments still held at December 31
|
$
|
17
|
$
|
17
|
$
|
(9)
|
December 31,
|
||||
(Dollars in millions)
|
2012
|
2011
|
||
Sempra Energy Consolidated
|
$
|
35
|
$
|
20
|
SDG&E
|
13
|
10
|
||
SoCalGas
|
3
|
2
|
FAIR VALUE OF FINANCIAL INSTRUMENTS
|
||||||||||||
(Dollars in millions)
|
||||||||||||
December 31, 2012
|
||||||||||||
Carrying
|
Fair Value
|
|||||||||||
Amount
|
Level 1
|
Level 2
|
Level 3
|
Total
|
||||||||
Sempra Energy Consolidated:
|
||||||||||||
Investments in affordable housing partnerships(1)
|
$
|
12
|
$
|
―
|
$
|
―
|
$
|
36
|
$
|
36
|
||
Total long-term debt(2)
|
11,873
|
―
|
12,287
|
956
|
13,243
|
|||||||
Preferred stock of subsidiaries
|
99
|
―
|
107
|
―
|
107
|
|||||||
SDG&E:
|
||||||||||||
Total long-term debt(3)
|
$
|
4,135
|
$
|
―
|
$
|
4,243
|
$
|
345
|
$
|
4,588
|
||
Contingently redeemable preferred stock
|
79
|
―
|
85
|
―
|
85
|
|||||||
SoCalGas:
|
||||||||||||
Total long-term debt(4)
|
$
|
1,413
|
$
|
―
|
$
|
1,599
|
$
|
―
|
$
|
1,599
|
||
Preferred stock
|
22
|
―
|
24
|
―
|
24
|
|||||||
December 31, 2011
|
||||||||||||
Carrying
|
Fair Value
|
|||||||||||
Amount
|
Level 1
|
Level 2
|
Level 3
|
Total
|
||||||||
Sempra Energy Consolidated:
|
||||||||||||
Investments in affordable housing partnerships(1)
|
$
|
21
|
$
|
―
|
$
|
―
|
$
|
48
|
$
|
48
|
||
Total long-term debt(2)
|
9,826
|
―
|
10,447
|
600
|
11,047
|
|||||||
Preferred stock of subsidiaries
|
99
|
―
|
106
|
―
|
106
|
|||||||
SDG&E:
|
||||||||||||
Total long-term debt(3)
|
$
|
3,895
|
$
|
―
|
$
|
3,933
|
$
|
355
|
$
|
4,288
|
||
Contingently redeemable preferred stock
|
79
|
―
|
86
|
―
|
86
|
|||||||
SoCalGas:
|
||||||||||||
Total long-term debt(4)
|
$
|
1,313
|
$
|
―
|
$
|
1,506
|
$
|
―
|
$
|
1,506
|
||
Preferred stock
|
22
|
―
|
23
|
―
|
23
|
|||||||
(1)
|
Investments in affordable housing partnerships at Parent and Other.
|
|||||||||||
(2)
|
Before reductions for unamortized discount (net of premium) of $16 million at both December 31, 2012 and 2011, and excluding capital leases of $189 million at December 31, 2012 and $204 million at December 31, 2011, and commercial paper classified as long-term debt of $300 million at December 31, 2012 and $400 million at December 31, 2011. We discuss our long-term debt in Note 5.
|
|||||||||||
(3)
|
Before reductions for unamortized discount of $12 million at December 31, 2012 and $11 million at December 31, 2011, and excluding capital leases of $185 million at December 31, 2012 and $193 million at December 31, 2011.
|
|||||||||||
(4)
|
Before reductions for unamortized discount of $4 million at December 31, 2012 and $3 million at December 31, 2011, and excluding capital leases of $4 million at December 31, 2012 and $11 million at December 31, 2011.
|
§
|
the extent to which future cash flows are hedged by capacity sales contracts and their duration (generally through 2019), as well as the creditworthiness of the various counterparties;
|
§
|
Rockies Express’ future financing needs, including the ability to secure borrowings at reasonable rates as well as potentially using operating cash to retire principal;
|
§
|
prospects for generating attractive revenues and cash flows beyond 2019, including natural gas’ future basis differentials (driven by the location and extent of future supply and demand) and alternative strategies potentially available to utilize the assets; and
|
§
|
discount rates commensurate with the risks inherent in the cash flows.
|
NON-RECURRING FAIR VALUE MEASURES ― SEMPRA ENERGY CONSOLIDATED
|
|||||||
(Dollars in millions)
|
|||||||
% of
|
|||||||
Estimated
|
Fair
|
Fair Value
|
|||||
Fair
|
Value
|
Measure-
|
Range of
|
||||
Value(1)
|
Valuation Technique
|
Hierarchy
|
ment
|
Inputs Used to Develop Measurement
|
Inputs
|
||
Investment in
|
|||||||
Rockies Express
|
$ 369(2)
|
Market approach
|
Level 2
|
67%
|
Equity sale offer price
|
100%
|
|
Probability weighted
|
Level 3
|
33%
|
Combined transportation rate assumption(4)
|
6% - 78%
|
|||
discounted cash flow
|
Counterparty credit risk on existing contracts
|
Low
|
|||||
Operation and maintenance escalation rate
|
0% - 1%
|
||||||
Forecasted interest rate on debt to be refinanced
|
5% - 10%
|
||||||
Discount rate
|
8% - 10%
|
||||||
Investment in
|
|||||||
RBS Sempra
|
|||||||
Commodities
|
$ 126(3)
|
Discounted cash flow
|
Level 3
|
100%
|
Future cash distributions
|
90% - 110%
|
|
(1)
|
At measurement date.
|
||||||
(2)
|
Estimated fair value does not include $13 million of equity earnings and $21 million of dividend distributions that occurred subsequent to September 30, 2012.
|
||||||
(3)
|
There have been no earnings or distributions subsequent to September 30, 2011.
|
||||||
(4)
|
Transportation rate beyond existing contract terms as a percentage of current mean REX rates.
|
PREFERRED STOCK
|
|||||||
Call/
|
|||||||
Redemption
|
December 31,
|
||||||
Price
|
2012
|
2011
|
|||||
(in millions)
|
|||||||
Contingently redeemable:
|
|||||||
SDG&E:
|
|||||||
$20 par value, authorized 1,375,000 shares:
|
|||||||
5% Series, 375,000 shares outstanding
|
$
|
24.00
|
$
|
8
|
$
|
8
|
|
4.5% Series, 300,000 shares outstanding
|
$
|
21.20
|
6
|
6
|
|||
4.4% Series, 325,000 shares outstanding
|
$
|
21.00
|
7
|
7
|
|||
4.6% Series, 373,770 shares outstanding
|
$
|
20.25
|
7
|
7
|
|||
Without par value:
|
|||||||
$1.70 Series, 1,400,000 shares outstanding
|
$
|
25.085
|
35
|
35
|
|||
$1.82 Series, 640,000 shares outstanding
|
$
|
26.00
|
16
|
16
|
|||
SDG&E - Total contingently redeemable preferred stock
|
79
|
79
|
|||||
Sempra Energy - Total contingently redeemable preferred
|
|||||||
stock of subsidiary
|
$
|
79
|
$
|
79
|
|||
SoCalGas:
|
|||||||
$25 par value, authorized 1,000,000 shares:
|
|||||||
6% Series, 79,011 shares outstanding
|
$
|
3
|
$
|
3
|
|||
6% Series A, 783,032 shares outstanding
|
19
|
19
|
|||||
SoCalGas - Total preferred stock
|
22
|
22
|
|||||
Less: 50,970 shares of the 6% Series outstanding owned by PE
|
(2)
|
(2)
|
|||||
20
|
20
|
||||||
Sempra Energy - Total preferred stock of subsidiary
|
$
|
20
|
$
|
20
|
§
|
All outstanding series are callable.
|
§
|
The $20 par value preferred stock has two votes per share on matters being voted upon by shareholders of SDG&E and a liquidation preference at par plus any unpaid dividends.
|
§
|
All outstanding series of SDG&E’s preferred stock have cumulative preferences as to dividends.
|
§
|
The no-par-value preferred stock is nonvoting and has a liquidation preference of $25 per share plus any unpaid dividends.
|
§
|
SDG&E is authorized to issue 10 million shares of no-par-value preferred stock (both subject to and not subject to mandatory redemption).
|
§
|
None of SoCalGas’ outstanding preferred stock is callable.
|
§
|
All outstanding series have one vote per share, cumulative preferences as to dividends and liquidation preferences of $25 per share plus any unpaid dividends.
|
EARNINGS PER SHARE COMPUTATIONS
|
||||||
(Dollars in millions, except per share amounts; shares in thousands)
|
||||||
Years ended December 31,
|
||||||
2012
|
2011
|
2010
|
||||
Numerator:
|
||||||
Earnings/Income attributable to common shareholders
|
$
|
859
|
$
|
1,331
|
$
|
709
|
Denominator:
|
||||||
Weighted-average common shares outstanding for basic EPS
|
241,347
|
239,720
|
244,736
|
|||
Dilutive effect of stock options, restricted stock awards and
|
||||||
restricted stock units
|
5,346
|
1,803
|
3,206
|
|||
Weighted-average common shares outstanding for diluted EPS
|
246,693
|
241,523
|
247,942
|
|||
Earnings per share:
|
||||||
Basic
|
$
|
3.56
|
$
|
5.55
|
$
|
2.90
|
Diluted
|
$
|
3.48
|
$
|
5.51
|
$
|
2.86
|
Four-Year Cumulative Total Shareholder Return Ranking versus S&P 500 Utilities Index(1)
|
Number of Sempra Energy Common Shares Received for Each Restricted Stock Unit(2)
|
|
75th Percentile or Above
|
1.5
|
|
50th Percentile
|
1
|
|
35th Percentile or Below
|
―
|
|
(1)
|
If Sempra Energy ranks at or above the 50th percentile compared to the S&P 500 Index, participants will receive a minimum of 1.0 share for each restricted stock unit.
|
|
(2)
|
Participants may also receive additional shares for dividend equivalents on shares subject to restricted stock units, which are reinvested to purchase additional units that become subject to the same vesting conditions as the restricted stock units to which the dividends relate.
|
COMMON STOCK ACTIVITY
|
|||||||
2012
|
2011
|
2010
|
|||||
Common shares outstanding, January 1
|
239,934,681
|
240,447,416
|
246,507,865
|
||||
Savings plan issuance
|
―
|
―
|
560,600
|
||||
Shares released from ESOP
|
153,625
|
350,815
|
363,733
|
||||
Stock options exercised
|
1,876,303
|
958,126
|
912,725
|
||||
Restricted stock issuances
|
2,580
|
11,876
|
―
|
||||
Restricted stock units vesting(1)
|
683,416
|
2,625
|
―
|
||||
Shares repurchased(2)
|
(281,769)
|
(1,836,177)
|
(8,108,579)
|
||||
Common stock investment plan(3)
|
―
|
―
|
217,772
|
||||
Shares forfeited and other
|
―
|
―
|
(6,700)
|
||||
Common shares outstanding, December 31
|
242,368,836
|
239,934,681
|
240,447,416
|
||||
(1)
|
Includes dividend equivalents.
|
||||||
(2)
|
In addition to formal common stock repurchase programs which we discuss below, we may also, from time to time, purchase shares of our common stock from restricted stock plan participants who elect to sell a sufficient number of vesting restricted shares to meet minimum statutory tax withholding requirements.
|
||||||
(3)
|
Participants in the Direct Stock Purchase Plan may reinvest dividends to purchase newly issued shares.
|
COST OF CAPITAL FINAL DECISION RECAP
|
||||||||||||
SDG&E
|
SoCalGas
|
|||||||||||
Authorized Weighting
|
Authorized Rate of Recovery
|
Weighted Authorized ROR
|
Authorized Weighting
|
Authorized Rate of Recovery
|
Weighted Authorized ROR
|
|||||||
45.25%
|
5.00%
|
2.26%
|
Long-Term Debt
|
45.60%
|
5.77%
|
2.63%
|
||||||
2.75%
|
6.22%
|
0.17%
|
Preferred Stock
|
2.40%
|
6.00%
|
0.14%
|
||||||
52.00%
|
10.30%
|
5.36%
|
Common Equity
|
52.00%
|
10.10%
|
5.25%
|
||||||
100.00%
|
7.79%
|
100.00%
|
8.02%
|
§
|
Phase 1 focuses on populated areas of SoCalGas’ and SDG&E’s service territories and would be implemented over a 10-year period, from 2012 to 2022.
|
§
|
Phase 2 covers unpopulated areas of SoCalGas’ and SDG&E’s service territories and will be filed with the CPUC at a later date.
|
§
|
operational incentives
|
§
|
energy efficiency
|
§
|
natural gas procurement
|
§
|
unbundled natural gas storage and system operator hub services
|
UTILITY INCENTIVE AWARDS 2010-2012
|
|||||||||
(Dollars in millions)
|
|||||||||
Years ended December 31,
|
|||||||||
2012
|
2011
|
2010
|
|||||||
Sempra Energy Consolidated
|
|||||||||
Energy efficiency
|
$
|
6
|
$
|
16
|
$
|
15
|
|||
Unbundled natural gas storage and hub services
|
3
|
4
|
15
|
||||||
Natural gas procurement
|
6
|
6
|
12
|
||||||
Operational incentives
|
5
|
3
|
1
|
||||||
Total awards
|
$
|
20
|
$
|
29
|
$
|
43
|
|||
SDG&E
|
|||||||||
Energy efficiency
|
$
|
3
|
$
|
14
|
$
|
5
|
|||
Operational incentives
|
2
|
1
|
1
|
||||||
Total awards
|
$
|
5
|
$
|
15
|
$
|
6
|
|||
SoCalGas
|
|||||||||
Energy efficiency
|
$
|
3
|
$
|
2
|
$
|
10
|
|||
Unbundled natural gas storage and hub services
|
3
|
4
|
15
|
||||||
Natural gas procurement
|
6
|
6
|
12
|
||||||
Operational incentives
|
3
|
2
|
―
|
||||||
Total awards
|
$
|
15
|
$
|
14
|
$
|
37
|
§
|
the first $15 million of net revenue to be shared 90 percent ratepayers/10 percent shareholders;
|
§
|
the next $15 million of net revenue to be shared 75 percent ratepayers/25 percent shareholders;
|
§
|
all additional net revenues to be shared evenly between ratepayers and shareholders; and
|
§
|
the maximum total annual shareholder-allocated portion of the net revenues cannot exceed $20 million.
|
SUMMARY OF SDG&E NET BOOK INVESTMENT AND RATE BASE INVESTMENT IN SONGS(1)
|
|||||||||
(Dollars in millions)
|
|||||||||
Unit 2
|
Unit 3
|
Common Plant
|
Total
|
||||||
Net book investment:
|
|||||||||
Net property, plant and equipment, including
|
|||||||||
construction work in progress
|
$
|
152
|
$
|
115
|
$
|
120
|
$
|
387
|
|
Materials and supplies
|
―
|
―
|
10
|
10
|
|||||
Nuclear fuel
|
―
|
―
|
115
|
115
|
|||||
Net book investment
|
$
|
152
|
$
|
115
|
$
|
245
|
$
|
512
|
|
Rate base investment
|
$
|
103
|
$
|
93
|
$
|
79
|
$
|
275
|
|
(1)
|
Excludes nuclear decommissioning-related assets and liabilities.
|
§
|
directed the IOUs, including SDG&E, to resume electric commodity procurement to cover their net short energy requirements, which are the total customer energy requirements minus supply from resources owned, operated or contracted;
|
§
|
implemented legislation regarding procurement and renewable energy portfolio standards; and
|
§
|
established a process for review and approval of the utilities’ long-term resource and procurement plans.
|
§
|
access to electric transmission infrastructure;
|
§
|
timely regulatory approval of contracted renewable energy projects;
|
§
|
the renewable energy project developers’ ability to obtain project financing and permitting; and
|
§
|
successful development and implementation of the renewable energy technologies.
|
Sempra Energy Consolidated
|
|||||||
Storage and
|
|||||||
(Dollars in millions)
|
Transportation
|
Natural Gas(1)
|
Total(1)
|
||||
2013
|
$
|
135
|
$
|
547
|
$
|
682
|
|
2014
|
124
|
105
|
229
|
||||
2015
|
94
|
13
|
107
|
||||
2016
|
59
|
13
|
72
|
||||
2017
|
55
|
13
|
68
|
||||
Thereafter
|
294
|
28
|
322
|
||||
Total minimum payments
|
$
|
761
|
$
|
719
|
$
|
1,480
|
|
(1)
|
Excludes amounts related to LNG purchase agreements as discussed below.
|
SoCalGas
|
||||||
(Dollars in millions)
|
Transportation
|
Natural Gas
|
Total
|
|||
2013
|
$
|
116
|
$
|
422
|
$
|
538
|
2014
|
105
|
19
|
124
|
|||
2015
|
75
|
1
|
76
|
|||
2016
|
40
|
1
|
41
|
|||
2017
|
36
|
1
|
37
|
|||
Thereafter
|
158
|
―
|
158
|
|||
Total minimum payments
|
$
|
530
|
$
|
444
|
$
|
974
|
Years ended December 31,
|
||||||
(Dollars in millions)
|
2012
|
2011
|
2010
|
|||
Sempra Energy Consolidated
|
$
|
1,345
|
$
|
1,991
|
$
|
2,097
|
SoCalGas
|
1,222
|
1,810
|
1,936
|
§
|
$565 million in 2013
|
§
|
$650 million in 2014
|
§
|
$687 million in 2015
|
§
|
$721 million in 2016
|
§
|
$758 million in 2017
|
§
|
$11.3 billion in 2018 – 2029
|
§
|
SONGS: 3 percent
|
§
|
Long-term contracts: 31 percent (of which 17 percent is provided by renewable energy contracts expiring on various dates through 2038)
|
§
|
Other SDG&E-owned generation (including Palomar, Miramar Energy Center, Desert Star Energy Center and Cuyamaca Peak Energy Plant) and tolling contracts (including OMEC): 50 percent
|
§
|
Spot market purchases: 14 percent
|
Sempra
|
|||||
Energy
|
|||||
(Dollars in millions)
|
Consolidated
|
SDG&E
|
|||
2013
|
$
|
1,257
|
$
|
405
|
|
2014
|
1,275
|
383
|
|||
2015
|
1,349
|
372
|
|||
2016
|
1,385
|
372
|
|||
2017
|
1,397
|
368
|
|||
Thereafter
|
10,978
|
3,999
|
|||
Total minimum payments(1)
|
$
|
17,641
|
$
|
5,899
|
|
(1)
|
Excludes purchase agreements accounted for as capital leases and amounts related to Otay Mesa VIE, as it is consolidated by Sempra Energy and SDG&E.
|
Years ended December 31,
|
||||||
(Dollars in millions)
|
2012
|
2011
|
2010
|
|||
Sempra Energy Consolidated
|
$
|
1,205
|
$
|
918
|
$
|
314
|
Sempra South American Utilities
|
824
|
572
|
―
|
|||
SDG&E
|
381
|
346
|
314
|
Years ended December 31,
|
||||||
(Dollars in millions)
|
2012
|
2011
|
2010
|
|||
Sempra Energy Consolidated
|
$
|
74
|
$
|
77
|
$
|
85
|
SDG&E
|
20
|
18
|
20
|
|||
SoCalGas
|
26
|
35
|
40
|
Sempra
|
||||||
Energy
|
||||||
(Dollars in millions)
|
Consolidated
|
SDG&E
|
SoCalGas
|
|||
2013
|
$
|
78
|
$
|
20
|
$
|
29
|
2014
|
77
|
20
|
29
|
|||
2015
|
71
|
19
|
29
|
|||
2016
|
66
|
19
|
27
|
|||
2017
|
64
|
18
|
25
|
|||
Thereafter
|
572
|
21
|
198
|
|||
Total future rental commitments
|
$
|
928
|
$
|
117
|
$
|
337
|
Sempra
|
|||||||
Energy
|
|||||||
(Dollars in millions)
|
Consolidated
|
SDG&E
|
SoCalGas
|
||||
2013
|
$
|
7
|
$
|
4
|
$
|
3
|
|
2014
|
3
|
2
|
1
|
||||
2015
|
1
|
1
|
―
|
||||
Total minimum lease payments
|
$
|
11
|
$
|
7
|
$
|
4
|
|
Present value of net minimum lease payments(1)
|
$
|
11
|
$
|
7
|
$
|
4
|
|
(1)
|
Excludes negligible amounts of interest.
|
(Dollars in millions)
|
|||
2013
|
$
|
24
|
|
2014
|
24
|
||
2015
|
24
|
||
2016
|
24
|
||
2017
|
24
|
||
Thereafter
|
419
|
||
Total minimum lease payments(1)
|
539
|
||
Less: estimated executory costs
|
(89)
|
||
Less: interest(2)
|
(272)
|
||
Present value of net minimum lease payments(3)
|
$
|
178
|
|
(1)
|
This amount will be recorded over the lives of the leases as Cost of Electric Fuel and Purchased Power on Sempra Energy’s and SDG&E’s Consolidated Statements of Operations. This expense will receive ratemaking treatment consistent with purchased-power costs.
|
||
(2)
|
Amount necessary to reduce net minimum lease payments to present value at the inception of the leases.
|
||
(3)
|
Includes $2 million in Current Portion of Long-Term Debt and $176 million in Long-Term Debt on Sempra Energy’s and SDG&E’s Consolidated Balance Sheets at December 31, 2012.
|
§
|
$192 million for the engineering, material procurement and construction costs associated with the East County Substation project;
|
§
|
$165 million related to nuclear fuel fabrication and other construction projects at SONGS; and
|
§
|
$22 million for infrastructure improvements for natural gas transmission and distribution operations.
|
Years ended December 31,
|
|||||||
2012
|
2011
|
2010
|
|||||
Sempra Energy Consolidated(1)
|
$
|
92
|
$
|
144
|
$
|
76
|
|
SDG&E
|
77
|
130
|
64
|
||||
SoCalGas
|
12
|
13
|
10
|
||||
(1)
|
In cases of non-wholly owned affiliates, includes only our share.
|
# Sites
|
# Sites
|
||||
Completed(1)
|
In Process
|
||||
SDG&E
|
|||||
Manufactured-gas sites
|
3
|
―
|
|||
Third-party waste-disposal sites
|
2
|
―
|
|||
SoCalGas
|
|||||
Manufactured-gas sites
|
39
|
3
|
|||
Third-party waste-disposal sites
|
4
|
2
|
|||
(1)
|
There may be on-going compliance obligations for completed sites, such as regular inspections, adherence to land use covenants and water quality monitoring.
|
Waste
|
Former Fossil-
|
Other
|
|||||||||
Manufactured-
|
Disposal
|
Fueled Power
|
Hazardous
|
||||||||
Gas Sites
|
Sites (PRP)(1)
|
Plants
|
Waste Sites
|
Total
|
|||||||
SDG&E(2)(3)
|
$
|
―
|
$
|
―
|
$
|
0.8
|
$
|
0.6
|
$
|
1.4
|
|
SoCalGas(3)
|
14.2
|
0.5
|
―
|
1.2
|
15.9
|
||||||
Other
|
2.4
|
1.1
|
―
|
0.8
|
4.3
|
||||||
Total Sempra Energy
|
$
|
16.6
|
$
|
1.6
|
$
|
0.8
|
$
|
2.6
|
$
|
21.6
|
|
(1)
|
Sites for which we have been identified as a Potentially Responsible Party.
|
||||||||||
(2)
|
Does not include SDG&E’s liability for SONGS marine mitigation.
|
||||||||||
(3)
|
This includes $0.7 million at SDG&E and $15.9 million at SoCalGas related to hazardous waste sites subject to the Hazardous Waste Collaborative mechanism approved by the CPUC in 1994. This mechanism permits California’s IOUs, including the California Utilities, to recover in rates 90 percent of hazardous waste cleanup costs and related third-party litigation costs, and 70 percent of the related insurance-litigation expenses for certain sites. In addition, the California Utilities have the opportunity to retain a percentage of any recoveries from insurance carriers and other third parties to offset the cleanup and associated litigation costs not recovered in rates.
|
1.
|
SDG&E provides electric service to San Diego and southern Orange counties and natural gas service to San Diego County.
|
2.
|
SoCalGas is a natural gas distribution utility, serving customers throughout most of Southern California and part of central California.
|
3.
|
Sempra South American Utilities operates electric transmission and distribution utilities in Chile and Peru, and owns interests in utilities in Argentina. We are currently pursuing the sale of our interests in the Argentine utilities, which we discuss further in Note 4 above.
|
4.
|
Sempra Mexico develops, owns and operates, or holds interests in, natural gas transmission pipelines and propane and ethane systems, a natural gas distribution utility, electric generation facilities (including wind), a terminal for the import of LNG, and marketing operations for the purchase of LNG and the purchase and sale of natural gas in Mexico.
|
5.
|
Sempra Renewables develops, owns and operates, or holds interests in, wind and solar energy projects in Arizona, California, Colorado, Hawaii, Indiana, Kansas, Nevada and Pennsylvania to serve wholesale electricity markets in the United States.
|
6.
|
Sempra Natural Gas develops, owns and operates, or holds interests in, a natural gas-fired electric generation plant, natural gas pipelines and storage facilities, natural gas distribution utilities and a terminal for the importation and export of LNG and sale of natural gas, all within the United States.
|
SEGMENT INFORMATION
|
||||||||||||
(Dollars in millions)
|
||||||||||||
Years ended December 31,
|
||||||||||||
2012
|
2011
|
2010
|
||||||||||
REVENUES
|
||||||||||||
SDG&E
|
$
|
3,694
|
38
|
%
|
$
|
3,373
|
34
|
%
|
$
|
3,049
|
34
|
%
|
SoCalGas
|
3,282
|
34
|
3,816
|
38
|
3,822
|
43
|
||||||
Sempra South American Utilities
|
1,441
|
15
|
1,080
|
11
|
1
|
―
|
||||||
Sempra Mexico
|
605
|
6
|
736
|
7
|
827
|
9
|
||||||
Sempra Renewables
|
68
|
1
|
22
|
―
|
9
|
―
|
||||||
Sempra Natural Gas
|
931
|
10
|
1,632
|
16
|
2,009
|
22
|
||||||
Adjustments and eliminations
|
(2)
|
―
|
(2)
|
―
|
(5)
|
―
|
||||||
Intersegment revenues(1)
|
(372)
|
(4)
|
(621)
|
(6)
|
(709)
|
(8)
|
||||||
Total
|
$
|
9,647
|
100
|
%
|
$
|
10,036
|
100
|
%
|
$
|
9,003
|
100
|
%
|
INTEREST EXPENSE
|
||||||||||||
SDG&E
|
$
|
173
|
$
|
142
|
$
|
136
|
||||||
SoCalGas
|
68
|
69
|
66
|
|||||||||
Sempra South American Utilities
|
32
|
34
|
8
|
|||||||||
Sempra Mexico
|
8
|
19
|
26
|
|||||||||
Sempra Renewables
|
22
|
13
|
7
|
|||||||||
Sempra Natural Gas
|
98
|
80
|
92
|
|||||||||
All other
|
251
|
233
|
243
|
|||||||||
Intercompany eliminations
|
(159)
|
(125)
|
(142)
|
|||||||||
Total
|
$
|
493
|
$
|
465
|
$
|
436
|
||||||
INTEREST INCOME
|
||||||||||||
SoCalGas
|
$
|
―
|
$
|
1
|
$
|
1
|
||||||
Sempra South American Utilities
|
15
|
22
|
7
|
|||||||||
Sempra Mexico
|
2
|
1
|
1
|
|||||||||
Sempra Renewables
|
6
|
―
|
―
|
|||||||||
Sempra Natural Gas
|
55
|
34
|
36
|
|||||||||
All other
|
4
|
―
|
3
|
|||||||||
Intercompany eliminations
|
(58)
|
(32)
|
(32)
|
|||||||||
Total
|
$
|
24
|
$
|
26
|
$
|
16
|
||||||
DEPRECIATION AND AMORTIZATION
|
||||||||||||
SDG&E
|
$
|
490
|
45
|
%
|
$
|
422
|
43
|
%
|
$
|
381
|
44
|
%
|
SoCalGas
|
362
|
33
|
331
|
34
|
309
|
36
|
||||||
Sempra South American Utilities
|
56
|
5
|
40
|
4
|
―
|
―
|
||||||
Sempra Mexico
|
62
|
6
|
63
|
6
|
62
|
7
|
||||||
Sempra Renewables
|
16
|
1
|
6
|
1
|
2
|
―
|
||||||
Sempra Natural Gas
|
93
|
9
|
103
|
11
|
96
|
11
|
||||||
All other
|
11
|
1
|
11
|
1
|
16
|
2
|
||||||
Total
|
$
|
1,090
|
100
|
%
|
$
|
976
|
100
|
%
|
$
|
866
|
100
|
%
|
INCOME TAX EXPENSE (BENEFIT)
|
||||||||||||
SDG&E
|
$
|
190
|
$
|
237
|
$
|
173
|
||||||
SoCalGas
|
79
|
143
|
176
|
|||||||||
Sempra South American Utilities
|
78
|
42
|
―
|
|||||||||
Sempra Mexico
|
73
|
37
|
64
|
|||||||||
Sempra Renewables
|
(63)
|
(28)
|
(24)
|
|||||||||
Sempra Natural Gas
|
(157)
|
72
|
44
|
|||||||||
All other
|
(141)
|
(109)
|
(300)
|
|||||||||
Total
|
$
|
59
|
$
|
394
|
$
|
133
|
SEGMENT INFORMATION (Continued)
|
|||||||||||||
(Dollars in millions)
|
|||||||||||||
At December 31 or for the years ended December 31,
|
|||||||||||||
2012
|
2011
|
2010
|
|||||||||||
EARNINGS (LOSSES)
|
|||||||||||||
SDG&E(2)
|
$
|
484
|
56
|
%
|
$
|
431
|
32
|
%
|
$
|
369
|
52
|
%
|
|
SoCalGas(2)
|
289
|
34
|
287
|
22
|
286
|
40
|
|||||||
Sempra South American Utilities
|
164
|
19
|
425
|
32
|
69
|
10
|
|||||||
Sempra Mexico
|
157
|
18
|
192
|
14
|
116
|
17
|
|||||||
Sempra Renewables
|
61
|
7
|
7
|
1
|
9
|
1
|
|||||||
Sempra Natural Gas
|
(241)
|
(28)
|
115
|
9
|
71
|
10
|
|||||||
All other
|
(55)
|
(6)
|
(126)
|
(10)
|
(211)
|
(30)
|
|||||||
Total
|
$
|
859
|
100
|
%
|
$
|
1,331
|
100
|
%
|
$
|
709
|
100
|
%
|
|
ASSETS
|
|||||||||||||
SDG&E
|
$
|
14,744
|
40
|
%
|
$
|
13,555
|
41
|
%
|
$
|
12,077
|
40
|
%
|
|
SoCalGas
|
9,071
|
25
|
8,475
|
25
|
7,986
|
26
|
|||||||
Sempra South American Utilities
|
3,310
|
9
|
2,981
|
9
|
796
|
3
|
|||||||
Sempra Mexico
|
2,591
|
7
|
2,502
|
8
|
2,616
|
9
|
|||||||
Sempra Renewables
|
2,439
|
7
|
1,210
|
4
|
599
|
2
|
|||||||
Sempra Natural Gas
|
5,145
|
14
|
5,738
|
17
|
6,132
|
20
|
|||||||
All other
|
818
|
2
|
442
|
1
|
1,776
|
6
|
|||||||
Intersegment receivables
|
(1,619)
|
(4)
|
(1,654)
|
(5)
|
(1,751)
|
(6)
|
|||||||
Total
|
$
|
36,499
|
100
|
%
|
$
|
33,249
|
100
|
%
|
$
|
30,231
|
100
|
%
|
|
EXPENDITURES FOR PROPERTY, PLANT & EQUIPMENT
|
|||||||||||||
SDG&E
|
$
|
1,237
|
42
|
%
|
$
|
1,831
|
64
|
%
|
$
|
1,210
|
59
|
%
|
|
SoCalGas
|
639
|
22
|
683
|
24
|
503
|
24
|
|||||||
Sempra South American Utilities
|
183
|
6
|
110
|
4
|
―
|
―
|
|||||||
Sempra Mexico
|
45
|
2
|
16
|
―
|
15
|
1
|
|||||||
Sempra Renewables
|
717
|
24
|
248
|
9
|
123
|
6
|
|||||||
Sempra Natural Gas
|
131
|
4
|
157
|
6
|
207
|
10
|
|||||||
All other
|
4
|
―
|
4
|
―
|
4
|
―
|
|||||||
Intercompany eliminations(3)
|
―
|
―
|
(205)
|
(7)
|
―
|
―
|
|||||||
Total
|
$
|
2,956
|
100
|
%
|
$
|
2,844
|
100
|
%
|
$
|
2,062
|
100
|
%
|
|
GEOGRAPHIC INFORMATION
|
|||||||||||||
Long-lived assets(4):
|
|||||||||||||
United States
|
$
|
22,698
|
85
|
%
|
$
|
21,405
|
85
|
%
|
$
|
19,841
|
87
|
%
|
|
Mexico
|
2,219
|
8
|
2,189
|
9
|
2,219
|
10
|
|||||||
South America
|
1,790
|
7
|
1,542
|
6
|
705
|
3
|
|||||||
Total
|
$
|
26,707
|
100
|
%
|
$
|
25,136
|
100
|
%
|
$
|
22,765
|
100
|
%
|
|
Revenues:
|
|||||||||||||
United States
|
$
|
7,711
|
80
|
%
|
$
|
8,521
|
85
|
%
|
$
|
8,504
|
94
|
%
|
|
South America
|
1,441
|
15
|
1,080
|
11
|
1
|
―
|
|||||||
Mexico
|
495
|
5
|
435
|
4
|
498
|
6
|
|||||||
Total
|
$
|
9,647
|
100
|
%
|
$
|
10,036
|
100
|
%
|
$
|
9,003
|
100
|
%
|
|
(1)
|
Revenues for reportable segments include intersegment revenues of:
|
||||||||||||
$8 million, $46 million, $108 million and $210 million for 2012, $6 million, $53 million, $300 million and $262 million for 2011, and $6 million, $44 million, $327 million and $332 million for 2010 for SDG&E, SoCalGas, Sempra Mexico and Sempra Natural Gas, respectively.
|
|||||||||||||
(2)
|
After preferred dividends.
|
||||||||||||
(3)
|
Amount represents elimination of intercompany sale of El Dorado power plant in 2011, as we discuss in Note 14.
|
||||||||||||
(4)
|
Includes net property, plant and equipment and investments.
|
SEMPRA ENERGY
|
|||||||||
(In millions, except for per share amounts)
|
|||||||||
Quarters ended
|
|||||||||
March 31
|
June 30
|
September 30
|
December 31
|
||||||
2012
|
|||||||||
Revenues
|
$
|
2,383
|
$
|
2,089
|
$
|
2,507
|
$
|
2,668
|
|
Expenses and other income
|
$
|
2,026
|
$
|
2,141
|
$
|
2,178
|
$
|
2,359
|
|
Net income
|
$
|
251
|
$
|
74
|
$
|
290
|
$
|
305
|
|
Earnings attributable to Sempra Energy
|
$
|
236
|
$
|
62
|
$
|
268
|
$
|
293
|
|
Basic per-share amounts(1):
|
|||||||||
Net income
|
$
|
1.04
|
$
|
0.31
|
$
|
1.20
|
$
|
1.26
|
|
Earnings attributable to Sempra Energy
|
$
|
0.98
|
$
|
0.26
|
$
|
1.11
|
$
|
1.21
|
|
Weighted average common shares outstanding
|
240.6
|
241.1
|
241.7
|
242.0
|
|||||
Diluted per-share amounts(1):
|
|||||||||
Net income
|
$
|
1.02
|
$
|
0.30
|
$
|
1.18
|
$
|
1.23
|
|
Earnings attributable to Sempra Energy
|
$
|
0.97
|
$
|
0.25
|
$
|
1.09
|
$
|
1.18
|
|
Weighted average common shares outstanding
|
243.8
|
246.3
|
245.8
|
247.6
|
|||||
2011
|
|||||||||
Revenues
|
$
|
2,434
|
$
|
2,422
|
$
|
2,576
|
$
|
2,604
|
|
Expenses and other income
|
$
|
2,091
|
$
|
1,836
|
$
|
2,188
|
$
|
2,198
|
|
Net income
|
$
|
260
|
$
|
494
|
$
|
319
|
$
|
308
|
|
Earnings attributable to Sempra Energy
|
$
|
254
|
$
|
503
|
$
|
289
|
$
|
285
|
|
Basic per-share amounts(1):
|
|||||||||
Net income
|
$
|
1.08
|
$
|
2.06
|
$
|
1.33
|
$
|
1.28
|
|
Earnings attributable to Sempra Energy
|
$
|
1.06
|
$
|
2.10
|
$
|
1.21
|
$
|
1.19
|
|
Weighted average common shares outstanding
|
240.1
|
239.4
|
239.5
|
239.8
|
|||||
Diluted per-share amounts(1):
|
|||||||||
Net income
|
$
|
1.08
|
$
|
2.05
|
$
|
1.32
|
$
|
1.27
|
|
Earnings attributable to Sempra Energy
|
$
|
1.05
|
$
|
2.09
|
$
|
1.20
|
$
|
1.18
|
|
Weighted average common shares outstanding
|
241.9
|
240.8
|
241.9
|
241.8
|
|||||
(1)
|
Earnings per share are computed independently for each of the quarters and therefore may not sum to the total for the year.
|
||||||||
§
|
decreases at Sempra Natural Gas of $175 million, $240 million and $164 million in the first, second and third quarters of 2012, respectively, compared to 2011 primarily due to decreased power sales resulting from the end of the DWR contract as of September 30, 2011; and
|
§
|
decreases at SoCalGas in the first, second and third quarters of 2012 compared to 2011, mainly due to lower natural gas prices, as we discuss below; offset by
|
§
|
$338 million in the first quarter of 2012 from Chilquinta Energía and Luz del Sur, which we consolidated starting in April 2011; and
|
§
|
an increase at SDG&E in the third quarter of 2012 compared to the same quarter in 2011 primarily due to higher authorized revenues from electric generation and electric transmission, and an increase in the cost of power purchased to replace power scheduled to be generated and delivered to SDG&E from SONGS.
|
SDG&E
|
||||||||
(Dollars in millions)
|
||||||||
Quarters ended
|
||||||||
March 31
|
June 30
|
September 30
|
December 31
|
|||||
2012
|
||||||||
Operating revenues
|
$
|
834
|
$
|
780
|
$
|
1,092
|
$
|
988
|
Operating expenses
|
656
|
611
|
822
|
796
|
||||
Operating income
|
$
|
178
|
$
|
169
|
$
|
270
|
$
|
192
|
Net income
|
$
|
112
|
$
|
101
|
$
|
188
|
$
|
114
|
Earnings attributable to noncontrolling interests
|
(6)
|
(5)
|
(12)
|
(3)
|
||||
Earnings
|
106
|
96
|
176
|
111
|
||||
Dividends on preferred stock
|
(1)
|
(1)
|
(2)
|
(1)
|
||||
Earnings attributable to common shares
|
$
|
105
|
$
|
95
|
$
|
174
|
$
|
110
|
2011
|
||||||||
Operating revenues
|
$
|
840
|
$
|
697
|
$
|
868
|
$
|
968
|
Operating expenses
|
677
|
584
|
658
|
699
|
||||
Operating income
|
$
|
163
|
$
|
113
|
$
|
210
|
$
|
269
|
Net income
|
$
|
94
|
$
|
53
|
$
|
136
|
$
|
172
|
(Earnings) losses attributable to noncontrolling interests
|
(4)
|
19
|
(21)
|
(13)
|
||||
Earnings
|
90
|
72
|
115
|
159
|
||||
Dividends on preferred stock
|
(1)
|
(1)
|
(2)
|
(1)
|
||||
Earnings attributable to common shares
|
$
|
89
|
$
|
71
|
$
|
113
|
$
|
158
|
SOCALGAS
|
||||||||
(Dollars in millions)
|
||||||||
Quarters ended
|
||||||||
March 31
|
June 30
|
September 30
|
December 31
|
|||||
2012
|
||||||||
Operating revenues
|
$
|
880
|
$
|
720
|
$
|
728
|
$
|
954
|
Operating expenses
|
761
|
625
|
609
|
867
|
||||
Operating income
|
$
|
119
|
$
|
95
|
$
|
119
|
$
|
87
|
Net income
|
$
|
66
|
$
|
54
|
$
|
71
|
$
|
99
|
Dividends on preferred stock
|
―
|
(1)
|
―
|
―
|
||||
Earnings attributable to common shares
|
$
|
66
|
$
|
53
|
$
|
71
|
$
|
99
|
2011
|
||||||||
Operating revenues
|
$
|
1,056
|
$
|
876
|
$
|
844
|
$
|
1,040
|
Operating expenses
|
937
|
773
|
709
|
911
|
||||
Operating income
|
$
|
119
|
$
|
103
|
$
|
135
|
$
|
129
|
Net income
|
$
|
68
|
$
|
60
|
$
|
81
|
$
|
79
|
Dividends on preferred stock
|
―
|
(1)
|
―
|
―
|
||||
Earnings attributable to common shares
|
$
|
68
|
$
|
59
|
$
|
81
|
$
|
79
|
GLOSSARY
|
||||
2010 Tax Act
|
Tax Relief, Unemployment Insurance Reauthorization, and Job Creation Act of 2010
|
CPUC
|
California Public Utilities Commission
|
|
2012 Tax Act
|
American Taxpayer Relief Act of 2012
|
CRE
|
Comisión Reguladora de Energía (Energy Regulatory Commission) (Mexico)
|
|
AB 32
|
California Assembly Bill 32
|
CRRs
|
Congestion revenue rights
|
|
AFUDC
|
Allowance for funds used during construction
|
DOE
|
U.S. Department of Energy
|
|
AIT
|
Augmented Inspection Team
|
DRA
|
Division of Ratepayer Advocates
|
|
AMI
|
Advanced Metering Infrastructure
|
DWR
|
California Department of Water Resources
|
|
AOCI
|
Accumulated other comprehensive income (loss)
|
EBITDA
|
Earnings before interest, taxes, depreciation and amortization
|
|
AROs
|
Asset retirement obligations
|
Ecogas
|
Ecogas Mexico, S de RL de CV
|
|
ARTA
|
American Recovery and Reinvestment Tax Act of 2009
|
Edison
|
Southern California Edison Company
|
|
ASC
|
Accounting Standards Codification
|
EGWP
|
Employer Group Waiver Plan
|
|
ASU
|
Accounting Standards Update
|
EIA
|
Environmental impact authorization
|
|
Bay Gas
|
Bay Gas Storage Company, Ltd.
|
EIR
|
Environmental impact report
|
|
Bcf
|
Billion cubic feet
|
Elk Hills
|
Elk Hills Power
|
|
Black-Scholes Model
|
Black-Scholes option-pricing model
|
EMA
|
Energy Management Agreement
|
|
BLM
|
Bureau of Land Management
|
EPA
|
Environmental Protection Agency
|
|
CAL
|
Confirmatory Action Letter
|
EPS
|
Earnings per common share
|
|
Cal Fire
|
California Department of Forestry and Fire Protection
|
ERRP
|
Early Retiree Reinsurance Program
|
|
California Utilities
|
San Diego Gas & Electric Company and Southern California Gas Company
|
ESOP
|
Employee stock ownership plan
|
|
CARB
|
California Air Resources Board
|
FERC
|
Federal Energy Regulatory Commission
|
|
CARE
|
California alternate rates for energy
|
Flat Ridge 2
|
Flat Ridge 2 Wind Farm
|
|
CBA
|
Collective bargaining agreement
|
Fowler Ridge 2
|
Fowler Ridge 2 Wind Farm
|
|
CEC
|
California Energy Commission
|
FTA
|
Free Trade Agreement
|
|
Cedar Creek 2
|
Cedar Creek 2 Wind Farm
|
FTC
|
Federal Trade Commission
|
|
CFE
|
Comisión Federal de Electricidad (Federal Electricity Commission) (Mexico)
|
Gazprom
|
Gazprom Marketing & Trading Mexico
|
|
CFTC
|
U.S. Commodity Futures Trading Commission
|
GCIM
|
Gas Cost Incentive Mechanism
|
|
Chilquinta Energía
|
Chilquinta Energía S.A.
|
GHG
|
Greenhouse Gas
|
|
Citizens
|
Citizens Sunrise Transmission, LLC
|
GRC
|
General Rate Case
|
|
CMS 2
|
Copper Mountain Solar 2
|
HMRC
|
United Kingdom's Revenue and Customs Department
|
|
CMS 3
|
Copper Mountain Solar 3
|
ICSID
|
International Center for the Settlement of Investment Disputes
|
|
CNE
|
Comisión Nacional de Energía (National Energy Commission) (Chile)
|
IFRS
|
International Financial Reporting Standards
|
|
Congress
|
United States Congress
|
IOUs
|
Investor-owned utilities
|
|
Cox
|
Cox Communications
|
IRC
|
Internal Revenue Code
|
|
CPCN
|
Certificate of Public Convenience and Necessity
|
IRS
|
Internal Revenue Service
|
|
CPSD
|
Consumer Protection and Safety Division
|
ISFSI
|
Independent spent fuel storage installation
|
GLOSSARY (CONTINUED)
|
||||
ISO
|
Independent System Operator
|
OTC
|
Over-the-counter
|
|
ITC
|
Investment tax credits
|
PBOP
|
Other postretirement benefit plans
|
|
JP Morgan
|
J.P. Morgan Chase & Co.
|
PBOP plan trusts
|
Postretirement benefit plan trusts
|
|
J.P. Morgan Ventures
|
J.P. Morgan Ventures Energy Corporation
|
PCBs
|
Polychlorinated biphenyls
|
|
KMI
|
Kinder Morgan, Inc.
|
PE
|
Pacific Enterprises
|
|
KMP
|
Kinder Morgan Energy Partners, L.P.
|
PEMEX
|
Petroleos Mexicanos (Mexican state-owned oil company)
|
|
kV
|
Kilovolt
|
PG&E
|
Pacific Gas and Electric Company
|
|
Liberty
|
Liberty Gas Storage, LLC
|
PPACA
|
Patient Protection and Affordable Care Act
|
|
LIFO
|
Last-in first-out inventory
|
PRP
|
Potentially Responsible Party
|
|
LNG
|
Liquefied natural gas
|
PSEP
|
Pipeline Safety Enhancement Plan
|
|
Luz del Sur
|
Luz del Sur S.A.A.
|
RBS
|
The Royal Bank of Scotland plc
|
|
Luzlinares
|
Luzlinares S.A.
|
RBS SEE
|
RBS Sempra Energy Europe
|
|
MBFC
|
Mississippi Business Finance Corporation
|
RBS Sempra Commodities
|
RBS Sempra Commodities LLP
|
|
Mcf
|
Thousand cubic feet
|
RDS
|
Retiree Drug Subsidy
|
|
Mehoopany
|
Mehoopany Wind Farm
|
RECs
|
Renewable energy certificates
|
|
MHI
|
Mitsubishi Heavy Industries
|
REX
|
Rockies Express Pipeline
|
|
Mississippi Hub
|
Mississippi Hub, LLC
|
Rockies Express
|
Rockies Express Pipeline LLC
|
|
MMBtu
|
Million British thermal units (of natural gas)
|
ROE
|
Return on equity
|
|
MMcf
|
Million cubic feet
|
ROR
|
Rate of return
|
|
Mobile Gas
|
Mobile Gas Service Corporation
|
RPS
|
Renewables Portfolio Standard
|
|
Mtpa
|
Million tonnes per annum
|
RSAs
|
Restricted stock awards
|
|
MW
|
Megawatt
|
RSUs
|
Restricted stock units
|
|
MWh
|
Megawatt hour
|
SAESA
|
Sociedad Austral de Electricidad Anonima
|
|
NEIL
|
Nuclear Electric Insurance Limited
|
SB
|
Senate Bill
|
|
NERC
|
North American Electric Reliability Corporation
|
SDG&E
|
San Diego Gas & Electric Company
|
|
NOLs
|
Net operating losses
|
SEMARNAT
|
Mexican environmental protection agency
|
|
NRC
|
Nuclear Regulatory Commission
|
SFP
|
Secondary Financial Protection
|
|
OCI
|
Other comprehensive income
|
Shell
|
Shell México Gas Natural
|
|
OII
|
Order Instituting Investigation
|
SoCalGas
|
Southern California Gas Company
|
|
OMB
|
Office of Management and Budget
|
SONGS
|
San Onofre Nuclear Generating Station
|
|
OMEC
|
Otay Mesa Energy Center
|
SPPR Group
|
Southwest Public Power Resources Group
|
|
OMEC LLC
|
Otay Mesa Energy Center LLC
|
SRP
|
Salt River Project Agricultural Improvement and Power District
|
|
OSINERGMIN
|
Organismo Supervisor de la Inversión en Energía y Minería (Energy and Mining Investment Supervisory Body) (Peru)
|
S&P
|
Standard & Poor’s
|
|
Otay Mesa VIE
|
Otay Mesa Energy Center LLC
|
Tallgrass
|
Tallgrass Energy Partners, L.P.
|
GLOSSARY (CONTINUED)
|
||||
Tangguh PSC
|
Tangguh PSC Contractors
|
|||
TCAP
|
Triennial Cost Allocation Proceeding
|
|||
TDM
|
Termoeléctrica de Mexicali
|
|||
Tecnored
|
Tecnored S.A.
|
|||
Tecsur
|
Tecsur S.A.
|
|||
The Committee
|
Pension and Benefits Investment Committee
|
|||
The Plan
|
Sempra Energy 2008 Long Term Incentive Plan for EnergySouth, Inc. Employees and Other Eligible Individuals
|
|||
The Prior Plan
|
2008 Incentive Plan of EnergySouth, Inc.
|
|||
TIMP
|
Transmission Integrity Management Program
|
|||
TO4
|
Electric Transmission Formula Rate
|
|||
Trust
|
ESOP trust
|
|||
TURN
|
The Utility Reform Network
|
|||
U.S. GAAP
|
Accounting principles generally accepted in the United States
|
|||
USFS
|
United States Forest Service
|
|||
VaR
|
Value at Risk
|
|||
VAT
|
Value-added-tax
|
|||
VEBA
|
Voluntary Employee Beneficiary Association
|
|||
VIE
|
Variable interest entity
|
|||
VNR
|
Valor Nuevo de Reemplazo (New replacement value) (Chile and Peru)
|
|||
Williams
|
Williams Midstream Natural Gas Liquids, Inc.
|
|||
Willmut Gas
|
Willmut Gas Company
|