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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
| | |
February 27, 2024 |
Date of Report (Date of earliest event reported) |
| | | | | | | | | | | | | | | | | |
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. | Former name, former address and former fiscal year, if changed since last report |
1-14201 | SEMPRA | | California | 33-0732627 | No change |
| 488 8th Avenue | | | |
| San Diego, California 92101 | | | |
| (619) 696-2000 | | | |
| | | | | |
1-03779 | SAN DIEGO GAS & ELECTRIC COMPANY | | California | 95-1184800 | No change |
| 8330 Century Park Court | | | |
| San Diego, California 92123 | | | |
| (619) 696-2000 | | | |
| | | | | |
1-01402 | SOUTHERN CALIFORNIA GAS COMPANY | | California | 95-1240705 | No change |
| 555 West 5th Street | | | |
| Los Angeles, California 90013 | | | |
| (213) 244-1200 | | | |
| | | | | |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrants under any of the following provisions: |
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| | | | | | | | |
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
|
Title of Each Class | Trading Symbol | Name of Each Exchange on Which Registered |
SEMPRA: | | |
Sempra Common Stock, without par value | SRE | New York Stock Exchange |
Sempra 5.75% Junior Subordinated Notes Due 2079, $25 par value | SREA | New York Stock Exchange |
SAN DIEGO GAS & ELECTRIC COMPANY: | | |
None | | |
SOUTHERN CALIFORNIA GAS COMPANY: | | |
None | | |
| | |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2). ☐ |
|
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ |
Item 2.02 Results of Operations and Financial Condition.
On February 27, 2024, Sempra issued a press release announcing its financial results for the three months and year ended December 31, 2023. A copy of Sempra’s press release is attached hereto as Exhibit 99.1. Sempra’s Statements of Operations Data by Segment for the three months and years ended December 31, 2023 and 2022 is attached hereto as Exhibit 99.2.
The information furnished in this Item 2.02 and in Exhibits 99.1 and 99.2 shall not be deemed to be “filed” for purposes of the Securities Exchange Act of 1934, nor shall it be deemed to be incorporated by reference in any filing of Sempra, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| | | | | | | | |
Exhibit Number | | Exhibit Description |
99.1 | | |
99.2 | | |
104 | | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.
| | | | | |
| SEMPRA, |
| (Registrant) |
| |
Date: February 27, 2024 | By: /s/ Peter R. Wall |
| Peter R. Wall Senior Vice President, Controller and Chief Accounting Officer |
| | | | | |
| SAN DIEGO GAS & ELECTRIC COMPANY, |
| (Registrant) |
| |
Date: February 27, 2024 | By: /s/ Valerie A. Bille |
| Valerie A. Bille Vice President, Controller and Chief Accounting Officer |
| | | | | |
| SOUTHERN CALIFORNIA GAS COMPANY, |
| (Registrant) |
| |
Date: February 27, 2024 | By: /s/ Mia L. DeMontigny |
| Mia L. DeMontigny Senior Vice President, Chief Financial Officer and Chief Accounting Officer |
DocumentExhibit 99.1
NEWS RELEASE
| | | | | | | | | | | | | | |
Media Contact: | Katie Nieri | | | |
| Sempra | | | |
| (877) 340-8875 | | | |
| media@sempra.com | | | |
| | | | |
Financial Contact: | Jenell McKay | | | |
| Sempra | | | |
| (877) 736-7727 | | | |
| investor@sempra.com | | | |
Sempra Reports 2023 Financial
and Business Results
•Announces 20% Increase in Capital Plan to $48 Billion
•Raises Annualized Common Stock Dividend for 14th Consecutive Year
•Narrows Full-Year 2024 and Issues 2025 EPS Guidance Ranges
•Affirms 6-8% Projected Long-Term EPS Growth Rate
SAN DIEGO, Feb. 27, 2024 — Sempra (NYSE: SRE) (BMV: SRE) today reported full-year 2023 earnings, prepared in accordance with Generally Accepted Accounting Principles (GAAP), of $3.03 billion or $4.79 per diluted share, compared to full-year 2022 GAAP earnings of $2.09 billion or $3.31 per diluted share. On an adjusted basis, full-year earnings were $2.92 billion or $4.61 per diluted share in both 2023 and 2022.
“Strong business performance in 2023 reflects continued improvements in our corporate strategy and consistency in execution,” said Jeffrey W. Martin, chairman and CEO of Sempra. “At Sempra, our goal is to give investors exposure to attractive growth in the energy infrastructure sector with the support of a growing dividend and a management team committed to providing superior, long-term total returns.”
The company also reported fourth-quarter 2023 GAAP earnings of $737 million or $1.16 per diluted share, compared to fourth-quarter 2022 GAAP earnings of $438 million or $0.69 per diluted share. On an adjusted basis, the company’s fourth-quarter 2023 earnings were $719 million or $1.13 per diluted share, compared to $743 million or $1.17 per diluted share in fourth-quarter 2022.
The reported financial results reflect certain significant items as described on an after-tax basis in the following table of GAAP earnings, reconciled to adjusted earnings, for the fourth quarter and full-year 2023 and 2022.
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| | | | | | | | | |
| | | | | | | | | |
| (Dollars and shares in millions, except EPS) | Three months ended December 31, | | Years ended December 31, | |
| 2023 | | 2022 | | 2023 | | 2022 | |
| | | | | | | |
| GAAP Earnings | $ | 737 | | | $ | 438 | | | $ | 3,030 | | | $ | 2,094 | | |
| Impact associated with Aliso Canyon litigation and regulatory matters | — | | | — | | | — | | | 199 | | |
| Equity losses from write-off of rate base disallowances resulting from Public Utility Commission of Texas' final order in Oncor Electric Delivery Company LLC's comprehensive base rate review | — | | | — | | | 44 | | | — | | |
| Impact from foreign currency and inflation on monetary positions in Mexico | 69 | | | 75 | | | 235 | | | 164 | | |
| Net unrealized (gains) losses on commodity derivatives | (47) | | | 247 | | | (366) | | | 355 | | |
| Net unrealized (gains) losses on contingent interest rate swap related to initial phase of the Port Arthur LNG liquefaction project | — | | | (17) | | | 17 | | | (17) | | |
| Deferred income tax expense associated with change in indefinite reinvestment assertion related to sale of noncontrolling interest to Abu Dhabi Investment Authority | — | | | — | | | — | | | 120 | | |
| Earnings from investment in RBS Sempra Commodities LLP | (40) | | | — | | | (40) | | | — | | |
| Adjusted Earnings(1) | $ | 719 | | | $ | 743 | | | $ | 2,920 | | | $ | 2,915 | | |
| | | | | | | | | |
| Diluted Weighted-Average Common Shares Outstanding | 634 | | | 632 | | | 633 | | | 633 | | |
| GAAP EPS | $ | 1.16 | | | $ | 0.69 | | | $ | 4.79 | | | $ | 3.31 | | |
| Adjusted EPS(1) | $ | 1.13 | | | $ | 1.17 | | | $ | 4.61 | | | $ | 4.61 | | |
| | | | | | | | | |
| | | | | | | | | |
1)See Table A for information regarding non-GAAP financial measures and descriptions of adjustments.
Capital Plan Growth
Across North America, the growing need to connect people to safer, more reliable and cleaner energy is driving significant investment opportunities in the transmission and distribution portion of the energy value chain. In response to this opportunity, Sempra is forecasting a company-record five-year capital plan of approximately $48 billion, representing a 20% increase from the previous capital plan. Over 90% of these investments are focused on Sempra California and Sempra Texas.
“Strong projected growth in Sempra’s core markets is driving a substantial increase in our five-year capital plan,” said Karen Sedgwick, executive vice president and chief financial officer of Sempra. “Expanding our capital campaign also supports our confidence in our ability to deliver sustainable, long-term value for our owners.”
Progress at Sempra’s Three Growth Platforms
Sempra's three growth platforms – Sempra California, Sempra Texas and Sempra Infrastructure – deliver energy to nearly 40 million consumers across some of the world's most significant economic markets, including California, Texas, Mexico and global energy markets.
Sempra California
Serving roughly 25 million consumers, Sempra California is a dual-utility platform focused on connecting people to safer, more reliable and cleaner energy. In 2023, $4.6 billion was invested in capital
projects, including installing 200 megawatts of new utility-owned battery storage and microgrids to help enhance grid reliability and strengthen community resilience.
In California, our regulated utilities continue to earn recognition for both sustainability and innovation. In the fourth quarter of 2023, the [H2] Innovation Experience was named to Fast Company’s list of the Next Big Things in Tech. Sempra California’s electric network was recognized by PA Consulting for Outstanding Grid Sustainability and for Outstanding Reliability Performance, a reliability distinction it has earned for 18 years in a row.
Additionally, progress continues with the general rate cases before the California Public Utilities Commission including proposed partial settlements reached with certain intervenors. A proposed decision is scheduled for the second quarter of 2024.
Sempra Texas
Broad economic growth is driving new investment opportunities at Sempra Texas. In 2023, roughly $3.8 billion of capital was invested by Oncor Electric Delivery Company LLC (Oncor) to support the growing needs of its customers, resulting in approximately 12% rate base growth since year-end 2022.
Nearly $1.6 billion of transmission projects were placed into service by Oncor in 2023, including placement of over 40 major substations and over 30 major switching stations and approximately 390 circuit miles of new or upgraded high-voltage transmission lines. Additionally, in 2023, Oncor saw a 25% increase in active generation and retail transmission interconnection requests as compared to 2022. Of the approximately 480 active generation point of interconnection requests in the queue at the end of 2023, 46% were solar, 42% were storage, 9% were wind and 3% were natural gas.
Several constructive legislative and regulatory outcomes were achieved in 2023 that are expected to support critical new infrastructure investments in the Texas market, while also improving the timeliness of capital recovery.
Sempra Infrastructure
Sempra Infrastructure delivered strong financial and operational performance in 2023, a testament to its effectiveness as a high-growth, lower-carbon business focused on delivering cleaner and more secure energy to customers around the world.
Cameron LNG Phase 1 continues to be highly efficient, delivering excess production and achieving over 700 cargoes loaded since production began. As the company looks to expand its liquefied natural gas (LNG) portfolio, significant progress continues at Energía Costa Azul (ECA) LNG Phase 1 and Port Arthur LNG Phase 1. ECA LNG Phase 1 remains on track for commercial operations in summer 2025.
In 2023, Sempra Infrastructure made a positive Final Investment Decision on Port Arthur LNG Phase 1 and project-level financing was secured. Sempra also closed the sales of indirect non-controlling interests in the project to ConocoPhillips and KKR.
In addition, Sempra Infrastructure continues to advance development efforts for its various LNG, hydrogen and carbon capture projects in response to continued global demand for cleaner fuels to support the decarbonization of the power sector and improve energy security.
Earnings Guidance
Sempra is narrowing its full-year 2024 earnings-per-common share (EPS) guidance range to $4.60 to $4.90 and announcing a full-year 2025 EPS guidance range of $4.90 to $5.25, which represents a 7% year-over-year increase from the midpoint of the full-year 2024 EPS guidance range. The company is also affirming its projected long-term EPS growth rate of approximately 6% to 8%.
Common and Preferred Dividends
Sempra’s board of directors declared a $0.62 per share quarterly dividend on the company's common stock, which is payable April 15, 2024, to common stock shareholders of record at the close of business on March 21, 2024. The declared quarterly dividend represents an increase of the company's common stock dividend to $2.48 per share, on an annualized basis, from $2.38 per share in 2023.
Additionally, Sempra’s board of directors declared a semi-annual dividend of $24.375 per share on the company’s 4.875% Fixed-Rate Reset Cumulative Redeemable Perpetual Preferred Stock, Series C. The preferred stock dividends will be payable April 15, 2024, to preferred stock shareholders of record at the close of business on April 1, 2024.
Non-GAAP Financial Measures
Non-GAAP financial measures include Sempra’s adjusted earnings and adjusted EPS. See Table A for additional information regarding these non-GAAP financial measures.
Internet Broadcast
Sempra will broadcast a live discussion of its earnings results over the internet today at 12 p.m. ET with the company’s senior management. Access is available by logging onto the Investors section of the company’s website, sempra.com/investors. The webcast will be available on replay a few hours after its conclusion at sempra.com/investors.
About Sempra
Sempra is a leading North American energy infrastructure company focused on delivering energy to nearly 40 million consumers. As owner of one of the largest energy networks on the continent, Sempra is electrifying and improving the energy resilience of some of the world’s most significant economic markets, including California, Texas, Mexico and global energy market. The company is recognized as a leader in sustainable business practices and for its high-performance culture focused on safety and operational
excellence, as demonstrated by Sempra’s inclusion in the Dow Jones Sustainability Index North America and in The Wall Street Journal’s Best Managed Companies. More information about Sempra is available at sempra.com and on social media @Sempra.
###
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on assumptions about the future, involve risks and uncertainties, and are not guarantees. Future results may differ materially from those expressed or implied in any forward-looking statement. These forward-looking statements represent our estimates and assumptions only as of the date of this press release. We assume no obligation to update or revise any forward-looking statement as a result of new information, future events or otherwise.
In this press release, forward-looking statements can be identified by words such as “believe,” “expect,” “intend,” “anticipate,” “contemplate,” “plan,” “estimate,” “project,” “forecast,” “envision,” “should,” “could,” “would,” “will,” “confident,” “may,” “can,” “potential,” “possible,” “proposed,” “in process,” “construct,” “develop,” “opportunity,” “preliminary,” “initiative,” “target,” “outlook,” “optimistic,” “poised,” “maintain,” “continue,” “progress,” “advance,” “goal,” “aim,” “commit,” or similar expressions, or when we discuss our guidance, priorities, strategy, goals, vision, mission, opportunities, projections, intentions or expectations.
Factors, among others, that could cause actual results and events to differ materially from those expressed or implied in any forward-looking statement include: California wildfires, including potential liability for damages regardless of fault and any inability to recover all or a substantial portion of costs from insurance, the wildfire fund established by California Assembly Bill 1054, rates from customers or a combination thereof; decisions, investigations, inquiries, regulations, denials or revocations of permits, consents, approvals or other authorizations, renewals of franchises, and other actions, including the failure to honor contracts and commitments, by the (i) California Public Utilities Commission (CPUC), Comisión Reguladora de Energía, U.S. Department of Energy, U.S. Federal Energy Regulatory Commission, Public Utility Commission of Texas, U.S. Internal Revenue Service and other regulatory bodies and (ii) U.S., Mexico and states, counties, cities and other jurisdictions therein and in other countries where we do business; the success of business development efforts, construction projects, acquisitions, divestitures, and other significant transactions, including risks related to (i) being able to make a final investment decision, (ii) completing construction projects or other transactions on schedule and budget, (iii) realizing anticipated benefits from any of these efforts if completed, (iv) obtaining third-party consents and approvals, and (v) third parties honoring their contracts and commitments; macroeconomic trends or other factors that could change our capital expenditure plans and their potential impact on rate base or other growth; litigation, arbitrations, property disputes and other proceedings, and changes to laws and regulations, including those related to tax and trade policy and the energy industry in Mexico; cybersecurity threats, including by state and state-sponsored actors, of ransomware or other attacks on our systems or the systems of third parties with which we conduct business, including the energy grid or other energy infrastructure; the availability, uses, sufficiency, and cost of capital resources and our ability to borrow money or otherwise raise capital on favorable terms and meet our obligations, including due to (i) actions by credit rating agencies to downgrade our credit ratings or place those ratings on negative outlook, (ii) instability in the capital markets, or (iii) rising interest rates and inflation; the impact on affordability of San Diego Gas & Electric Company’s (SDG&E) and Southern California Gas Company’s (SoCalGas) customer rates and their cost of capital and on SDG&E’s, SoCalGas’ and Sempra Infrastructure’s ability to pass through higher costs to customers due to (i) volatility in inflation, interest rates and commodity prices, (ii) with respect to SDG&E’s and SoCalGas’ businesses, the cost of meeting the demand for lower carbon and reliable energy in California, and (iii) with respect to Sempra Infrastructure’s business, volatility in foreign currency exchange rates; the impact of climate and sustainability policies, laws, rules, regulations, disclosures and trends, including actions to reduce or eliminate reliance on natural gas, increased uncertainty in the political or regulatory environment for California natural gas distribution companies, the risk of nonrecovery for stranded assets, and uncertainty related to relevant emerging and early-stage technologies; weather, natural disasters, pandemics, accidents, equipment failures, explosions, terrorism, information system outages or other events, such as work stoppages, that disrupt our operations, damage our facilities or systems, cause the release of harmful materials or fires or subject us to liability for damages, fines and penalties, some of which may not be recoverable through regulatory mechanisms or insurance or may impact our ability to obtain satisfactory levels of affordable insurance; the availability of electric power, natural gas and natural gas storage capacity, including disruptions caused by failures in the transmission grid, pipeline system or limitations on the withdrawal of natural gas from storage facilities; Oncor Electric Delivery Company LLC’s (Oncor) ability to reduce or eliminate its quarterly dividends due to regulatory and governance requirements and commitments, including by actions of Oncor’s independent directors or a minority member director; and other uncertainties, some of which are difficult to predict and beyond our control.
These risks and uncertainties are further discussed in the reports that Sempra has filed with the U.S. Securities and Exchange Commission (SEC). These reports are available through the EDGAR system free-of-charge on the SEC's website, www.sec.gov, and on Sempra’s website, www.sempra.com. Investors should not rely unduly on any forward-looking statements.
Sempra Infrastructure, Sempra Infrastructure Partners, Sempra Texas, Sempra Texas Utilities, Oncor and Infraestructura Energética Nova, S.A.P.I. de C.V. (IEnova) are not the same companies as the California utilities, SDG&E or SoCalGas, and Sempra Infrastructure, Sempra Infrastructure Partners, Sempra Texas, Sempra Texas Utilities, Oncor and IEnova are not regulated by the CPUC.
None of the website references in this press release are active hyperlinks, and the information contained on, or that can be accessed through, any such website is not, and shall not be deemed to be, part of this document.
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SEMPRA |
Table A |
| | | | | | | | |
CONSOLIDATED STATEMENTS OF OPERATIONS |
(Dollars in millions, except per share amounts; shares in thousands) | | | | | | |
| | Three months ended December 31, | | Years ended December 31, |
| | 2023 | | 2022 | | 2023(1) | | 2022(1) |
| | | | | | |
REVENUES | | | | | | | | |
Utilities: | | | | | | | | |
Natural gas | | $ | 1,935 | | | $ | 2,257 | | | $ | 9,495 | | | $ | 7,868 | |
Electric | | 1,003 | | | 1,120 | | | 4,334 | | | 4,783 | |
Energy-related businesses | | 553 | | | 78 | | | 2,891 | | | 1,788 | |
Total revenues | | 3,491 | | | 3,455 | | | 16,720 | | | 14,439 | |
| | | | | | | | |
EXPENSES AND OTHER INCOME | | | | | | | | |
Utilities: | | | | | | | | |
Cost of natural gas | | (465) | | | (768) | | | (3,719) | | | (2,603) | |
Cost of electric fuel and purchased power | | 10 | | | (174) | | | (375) | | | (937) | |
Energy-related businesses cost of sales | | (111) | | | (178) | | | (548) | | | (942) | |
Operation and maintenance | | (1,500) | | | (1,292) | | | (5,458) | | | (4,746) | |
Aliso Canyon litigation and regulatory matters | | — | | | — | | | — | | | (259) | |
Depreciation and amortization | | (576) | | | (519) | | | (2,227) | | | (2,019) | |
Franchise fees and other taxes | | (168) | | | (161) | | | (677) | | | (635) | |
Other income, net | | 56 | | | 27 | | | 131 | | | 24 | |
Interest income | | 29 | | | 17 | | | 89 | | | 75 | |
Interest expense | | (314) | | | (258) | | | (1,309) | | | (1,054) | |
Income before income taxes and equity earnings | | 452 | | | 149 | | | 2,627 | | | 1,343 | |
Income tax benefit (expense) | | 9 | | | (121) | | | (490) | | | (556) | |
Equity earnings | | 395 | | | 380 | | | 1,481 | | | 1,498 | |
Net income | | 856 | | | 408 | | | 3,618 | | | 2,285 | |
(Earnings) losses attributable to noncontrolling interests | | (108) | | | 41 | | | (543) | | | (146) | |
Preferred dividends | | (11) | | | (11) | | | (44) | | | (44) | |
Preferred dividends of subsidiary | | — | | | — | | | (1) | | | (1) | |
Earnings attributable to common shares | | $ | 737 | | | $ | 438 | | | $ | 3,030 | | | $ | 2,094 | |
| | | | | | | | |
Basic earnings per common share (EPS): | | | | | | | | |
Earnings | | $ | 1.17 | | | $ | 0.70 | | | $ | 4.81 | | | $ | 3.32 | |
Weighted-average common shares outstanding | | 631,284 | | | 629,476 | | | 630,296 | | | 630,318 | |
| | | | | | | | |
Diluted EPS: | | | | | | | | |
Earnings | | $ | 1.16 | | | $ | 0.69 | | | $ | 4.79 | | | $ | 3.31 | |
Weighted-average common shares outstanding | | 634,228 | | | 632,295 | | | 632,733 | | | 632,757 | |
(1) Derived from audited financial statements.
SEMPRA
Table A (Continued)
RECONCILIATION OF SEMPRA ADJUSTED EARNINGS TO SEMPRA GAAP EARNINGS
Sempra Adjusted Earnings and Adjusted EPS exclude items (after the effects of income taxes and, if applicable, noncontrolling interests) in 2023 and 2022 as follows:
Three months ended December 31, 2023:
▪$(69) million impact from foreign currency and inflation on our monetary positions in Mexico
▪$47 million net unrealized gains on commodity derivatives
▪$40 million equity earnings from investment in RBS Sempra Commodities LLP based on a legal settlement
Three months ended December 31, 2022:
▪$(75) million impact from foreign currency and inflation on our monetary positions in Mexico
▪$(247) million net unrealized losses on commodity derivatives
▪$17 million net unrealized gains on a contingent interest rate swap related to the proposed initial phase of the Port Arthur LNG liquefaction project
Year ended December 31, 2023:
▪$(44) million equity losses from investment in Oncor Electric Delivery Holdings Company LLC related to a write-off of rate base disallowances resulting from the Public Utility Commission of Texas' final order in Oncor Electric Delivery Company LLC's comprehensive base rate review
▪$(235) million impact from foreign currency and inflation on our monetary positions in Mexico
▪$366 million net unrealized gains on commodity derivatives
▪$(17) million net unrealized losses on a contingent interest rate swap related to the initial phase of the Port Arthur LNG liquefaction project
▪$40 million equity earnings from investment in RBS Sempra Commodities LLP based on a legal settlement
Year ended December 31, 2022:
▪$(199) million impact associated with Aliso Canyon natural gas storage facility litigation and regulatory matters at Sempra California
▪$(164) million impact from foreign currency and inflation on our monetary positions in Mexico
▪$(355) million net unrealized losses on commodity derivatives
▪$17 million net unrealized gains on a contingent interest rate swap related to the proposed initial phase of the Port Arthur LNG liquefaction project
▪$(120) million deferred income tax expense associated with the change in our indefinite reinvestment assertion as a result of progress in obtaining regulatory approvals necessary to close the sale of 10% noncontrolling interest in Sempra Infrastructure Partners, LP to Abu Dhabi Investment Authority
Sempra Adjusted Earnings and Adjusted EPS are non-GAAP financial measures (GAAP represents generally accepted accounting principles in the United States of America). These non-GAAP financial measures exclude significant items that are generally not related to our ongoing business activities and/or are infrequent in nature. These non-GAAP financial measures also exclude the impact from foreign currency and inflation on our monetary positions in Mexico and net unrealized gains and losses on commodity derivatives, which we expect to occur in future periods, and which can vary significantly from one period to the next. Exclusion of these items is useful to management and investors because it provides a meaningful comparison of the performance of Sempra’s business operations to prior and future periods. Non-GAAP financial measures are supplementary information that should be considered in addition to, but not as a substitute for, the information prepared in accordance with GAAP. The table below reconciles for historical periods these non-GAAP financial measures to Sempra GAAP Earnings and GAAP EPS, which we consider to be the most directly comparable financial measures calculated in accordance with GAAP.
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SEMPRA |
Table A (Continued) |
| | | | | | | | | | |
RECONCILIATION OF ADJUSTED EARNINGS TO GAAP EARNINGS |
(Dollars in millions, except EPS; shares in thousands) |
| | Pretax amount | Income tax expense (benefit)(1) | Non-controlling interests | Earnings | | Pretax amount | Income tax expense (benefit)(1) | Non-controlling interests | Earnings |
| Three months ended December 31, 2023 | | Three months ended December 31, 2022 |
| | |
Sempra GAAP Earnings | | | | $ | 737 | | | | | | $ | 438 | |
Excluded items: | | | | | | | | | |
Impact from foreign currency and inflation on monetary positions in Mexico | $ | 22 | | $ | 80 | | $ | (33) | | 69 | | | $ | 19 | | $ | 89 | | $ | (33) | | 75 | |
Net unrealized (gains) losses on commodity derivatives | (92) | | 16 | | 29 | | (47) | | | 486 | | (96) | | (143) | | 247 | |
Net unrealized gains on contingent interest rate swap related to proposed initial phase of the Port Arthur LNG liquefaction project | — | | — | | — | | — | | | (33) | | 6 | | 10 | | (17) | |
Earnings from investment in RBS Sempra Commodities LLP | (40) | | — | | — | | (40) | | | — | | — | | — | | — | |
Sempra Adjusted Earnings | | | | $ | 719 | | | | | | $ | 743 | |
| | | | | | | | | | |
Diluted EPS: | | | | | | | | | |
Weighted-average common shares outstanding, diluted | | | | 634,228 | | | | | | 632,295 | |
Sempra GAAP EPS | | | | $ | 1.16 | | | | | | $ | 0.69 | |
Sempra Adjusted EPS | | | | $ | 1.13 | | | | | | $ | 1.17 | |
| | | | | | | | | |
| | Year ended December 31, 2023 | | Year ended December 31, 2022 |
| | |
Sempra GAAP Earnings | | | | $ | 3,030 | | | | | | $ | 2,094 | |
Excluded items: | | | | | | | | | |
Impact associated with Aliso Canyon litigation and regulatory matters | $ | — | | $ | — | | $ | — | | — | | | $ | 259 | | $ | (60) | | $ | — | | 199 | |
Equity losses from write-off of rate base disallowances resulting from Public Utility Commission of Texas' final order in Oncor Electric Delivery Company LLC's comprehensive base rate review | — | | — | | — | | 44 | | | — | | — | | — | | — | |
Impact from foreign currency and inflation on monetary positions in Mexico | 62 | | 283 | | (110) | | 235 | | | 49 | | 169 | | (54) | | 164 | |
Net unrealized (gains) losses on commodity derivatives | (722) | | 144 | | 212 | | (366) | | | 669 | | (138) | | (176) | | 355 | |
Net unrealized losses (gains) on contingent interest rate swap related to initial phase of the Port Arthur LNG liquefaction project | 33 | | (6) | | (10) | | 17 | | | (33) | | 6 | | 10 | | (17) | |
Deferred income tax expense associated with change in indefinite reinvestment assertion related to sale of noncontrolling interest to Abu Dhabi Investment Authority | — | | — | | — | | — | | | — | | 120 | | — | | 120 | |
Earnings from investment in RBS Sempra Commodities LLP | (40) | | — | | — | | (40) | | | — | | — | | — | | — | |
Sempra Adjusted Earnings | | | | $ | 2,920 | | | | | | $ | 2,915 | |
| | | | | | | | | | |
Diluted EPS: | | | | | | | | | |
Weighted-average common shares outstanding, diluted | | | | 632,733 | | | | | | 632,757 | |
Sempra GAAP EPS | | | | $ | 4.79 | | | | | | $ | 3.31 | |
Sempra Adjusted EPS | | | | $ | 4.61 | | | | | | $ | 4.61 | |
(1) Except for adjustments that are solely income tax, income taxes on pretax amounts were primarily calculated based on applicable statutory tax rates. We record equity losses for our investment in Oncor Electric Delivery Holdings Company LLC net of income tax. We did not record an income tax expense for the equity earnings from our investment in RBS Sempra Commodities LLP because, even though a portion may be deductible under United Kingdom tax law, it is not probable that the deduction will reduce United Kingdom taxes.
| | | | | | | | | | | |
SEMPRA |
Table B |
| | | |
CONSOLIDATED BALANCE SHEETS |
(Dollars in millions) | | | |
| December 31, |
| 2023(1) | | 2022(1) |
ASSETS | | | |
Current assets: | | | |
Cash and cash equivalents | $ | 236 | | | $ | 370 | |
Restricted cash | 49 | | | 40 | |
Accounts receivable – trade, net | 2,151 | | | 2,635 | |
Accounts receivable – other, net | 561 | | | 685 | |
Due from unconsolidated affiliates | 31 | | | 54 | |
Income taxes receivable | 94 | | | 113 | |
Inventories | 482 | | | 403 | |
Prepaid expenses | 273 | | | 268 | |
Regulatory assets | 226 | | | 351 | |
Fixed-price contracts and other derivatives | 122 | | | 803 | |
Greenhouse gas allowances | 1,189 | | | 141 | |
Other current assets | 56 | | | 49 | |
Total current assets | 5,470 | | | 5,912 | |
| | | |
Other assets: | | | |
Restricted cash | 104 | | | 52 | |
Regulatory assets | 3,771 | | | 2,588 | |
Greenhouse gas allowances | 301 | | | 796 | |
Nuclear decommissioning trusts | 872 | | | 841 | |
Dedicated assets in support of certain benefit plans | 549 | | | 505 | |
Deferred income taxes | 129 | | | 135 | |
Right-of-use assets – operating leases | 723 | | | 655 | |
Investment in Oncor Holdings | 14,266 | | | 13,665 | |
Other investments | 2,244 | | | 2,012 | |
Goodwill | 1,602 | | | 1,602 | |
Other intangible assets | 318 | | | 344 | |
Wildfire fund | 269 | | | 303 | |
Other long-term assets | 1,603 | | | 1,382 | |
Total other assets | 26,751 | | | 24,880 | |
Property, plant and equipment, net | 54,960 | | | 47,782 | |
Total assets | $ | 87,181 | | | $ | 78,574 | |
(1) Derived from audited financial statements.
| | | | | | | | | | | |
SEMPRA |
Table B (Continued) |
| | | |
CONSOLIDATED BALANCE SHEETS (CONTINUED) |
(Dollars in millions) | | | |
| December 31, |
| 2023(1) | | 2022(1) |
LIABILITIES AND EQUITY | | | |
Current liabilities: | | | |
Short-term debt | $ | 2,342 | | | $ | 3,352 | |
Accounts payable – trade | 2,211 | | | 1,994 | |
Accounts payable – other | 224 | | | 275 | |
Due to unconsolidated affiliates | 5 | | | — | |
Dividends and interest payable | 691 | | | 621 | |
Accrued compensation and benefits | 526 | | | 484 | |
Regulatory liabilities | 553 | | | 504 | |
Current portion of long-term debt and finance leases | 975 | | | 1,019 | |
Reserve for Aliso Canyon costs | 31 | | | 129 | |
Greenhouse gas obligations | 1,189 | | | 141 | |
Other current liabilities | 1,343 | | | 1,380 | |
Total current liabilities | 10,090 | | | 9,899 | |
| | | |
Long-term debt and finance leases | 27,759 | | | 24,548 | |
| | | |
Deferred credits and other liabilities: | | | |
Due to unconsolidated affiliates | 307 | | | 301 | |
Regulatory liabilities | 3,739 | | | 3,341 | |
Greenhouse gas obligations | — | | | 565 | |
Pension and other postretirement benefit plan obligations, net of plan assets | 407 | | | 410 | |
Deferred income taxes | 5,254 | | | 4,591 | |
Asset retirement obligations | 3,642 | | | 3,546 | |
Deferred credits and other | 2,329 | | | 2,117 | |
Total deferred credits and other liabilities | 15,678 | | | 14,871 | |
Equity: | | | |
Sempra shareholders’ equity | 28,675 | | | 27,115 | |
Preferred stock of subsidiary | 20 | | | 20 | |
Other noncontrolling interests | 4,959 | | | 2,121 | |
Total equity | 33,654 | | | 29,256 | |
Total liabilities and equity | $ | 87,181 | | | $ | 78,574 | |
(1) Derived from audited financial statements.
| | | | | | | | | | | | | |
SEMPRA | | |
Table C | | |
| | | | | |
CONSOLIDATED STATEMENTS OF CASH FLOWS | | |
(Dollars in millions) | | |
| Years ended December 31, | | |
| 2023(1) | | 2022(1) | | |
CASH FLOWS FROM OPERATING ACTIVITIES | | | | | |
Net income | $ | 3,618 | | | $ | 2,285 | | | |
Adjustments to reconcile net income to net cash provided by operating activities | 853 | | | 2,025 | | | |
Reserve for Aliso Canyon costs | (98) | | | (1,851) | | | |
Net change in other working capital components | 1,527 | | | (1,967) | | | |
Insurance receivable for Aliso Canyon costs | — | | | 360 | | | |
Distributions from investments | 912 | | | 854 | | | |
Changes in other noncurrent assets and liabilities, net | (594) | | | (564) | | | |
Net cash provided by operating activities | 6,218 | | | 1,142 | | | |
| | | | | |
CASH FLOWS FROM INVESTING ACTIVITIES | | | | | |
Expenditures for property, plant and equipment | (8,397) | | | (5,357) | | | |
Expenditures for investments and acquisitions | (382) | | | (376) | | | |
Proceeds from sale of assets | 3 | | | — | | | |
Purchases of nuclear decommissioning and other trust assets | (610) | | | (700) | | | |
Proceeds from sales of nuclear decommissioning and other trust assets | 661 | | | 762 | | | |
Repayments of advances to unconsolidated affiliates | — | | | 626 | | | |
Other | 9 | | | 6 | | | |
Net cash used in investing activities | (8,716) | | | (5,039) | | | |
| | | | | |
CASH FLOWS FROM FINANCING ACTIVITIES | | | | | |
Common dividends paid | (1,483) | | | (1,430) | | | |
Preferred dividends paid | (44) | | | (44) | | | |
Issuances of common stock, net | 145 | | | 4 | | | |
Repurchases of common stock | (32) | | | (478) | | | |
Issuances of debt (maturities greater than 90 days) | 7,669 | | | 9,984 | | | |
Payments on debt (maturities greater than 90 days) and finance leases | (6,294) | | | (4,510) | | | |
Increase (decrease) in short-term debt, net | 552 | | | (1,266) | | | |
Advances from unconsolidated affiliates | 31 | | | 28 | | | |
Proceeds from sales of noncontrolling interests, net | 1,219 | | | 1,732 | | | |
Distributions to noncontrolling interests | (730) | | | (237) | | | |
Contributions from noncontrolling interests | 1,570 | | | 31 | | | |
Settlement of cross-currency swaps | (99) | | | — | | | |
Other | (85) | | | (35) | | | |
Net cash provided by financing activities | 2,419 | | | 3,779 | | | |
| | | | | |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | 6 | | | (1) | | | |
| | | | | |
Decrease in cash, cash equivalents and restricted cash | (73) | | | (119) | | | |
Cash, cash equivalents and restricted cash, January 1 | 462 | | | 581 | | | |
Cash, cash equivalents and restricted cash, December 31 | $ | 389 | | | $ | 462 | | | |
(1) Derived from audited financial statements.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
SEMPRA |
Table D |
| | | | | | | |
SEGMENT EARNINGS (LOSSES) AND CAPITAL EXPENDITURES AND INVESTMENTS |
(Dollars in millions) |
| Three months ended December 31, | | Years ended December 31, |
| 2023 | | 2022 | | 2023(1) | | 2022(1) |
| | | | | |
Earnings (Losses) Attributable to Common Shares | | | | | | | |
Sempra California | $ | 500 | | | $ | 494 | | | $ | 1,747 | | | $ | 1,514 | |
Sempra Texas Utilities | 146 | | | 132 | | | 694 | | | 736 | |
Sempra Infrastructure | 131 | | | (82) | | | 877 | | | 310 | |
Parent and other | (40) | | | (106) | | | (288) | | | (466) | |
Total | $ | 737 | | | $ | 438 | | | $ | 3,030 | | | $ | 2,094 | |
| | | | | | | |
| | | | | | | |
| Three months ended December 31, | | Years ended December 31, |
| 2023 | | 2022 | | 2023(1) | | 2022(1) |
| | | | | |
Capital Expenditures and Investments | | | | | | | |
Sempra California | $ | 1,216 | | | $ | 1,421 | | | $ | 4,560 | | | $ | 4,466 | |
Sempra Texas Utilities | 97 | | | 90 | | | 367 | | | 346 | |
Sempra Infrastructure | 1,111 | | | 406 | | | 3,847 | | | 914 | |
Parent and other | — | | | 1 | | | 5 | | | 7 | |
Total | $ | 2,424 | | | $ | 1,918 | | | $ | 8,779 | | | $ | 5,733 | |
(1) Derived from audited financial statements.
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| SEMPRA |
| Table E |
| | | | | | | | |
OTHER OPERATING STATISTICS |
|
| | Three months ended December 31, | | Years ended or at December 31, |
| | 2023 | | 2022 | | 2023 | | 2022 |
| | |
UTILITIES | | | | | | | |
Sempra California | | | | | | | |
Gas sales (Bcf)(1) | 89 | | | 109 | | | 369 | | | 349 | |
Transportation (Bcf)(1) | 150 | | | 163 | | | 588 | | | 625 | |
Total deliveries (Bcf)(1) | 239 | | | 272 | | | 957 | | | 974 | |
| | | | | | | |
Total gas customer meters (thousands) | | | | | 7,078 | | | 7,040 | |
| | | | | | | |
Electric sales (millions of kWhs)(1) | 974 | | | 1,715 | | | 4,619 | | | 7,800 | |
Community Choice Aggregation and Direct Access (millions of kWhs)(2) | 3,227 | | | 2,765 | | | 12,228 | | | 9,900 | |
Total deliveries (millions of kWhs)(1) | 4,201 | | | 4,480 | | | 16,847 | | | 17,700 | |
| | | | | | | |
Total electric customer meters (thousands) | | | | | 1,517 | | | 1,504 | |
| | | | | | | |
Oncor Electric Delivery Company LLC(3) | | | | | | | |
Total deliveries (millions of kWhs) | 35,906 | | | 33,680 | | | 156,477 | | | 149,260 | |
Total electric customer meters (thousands) | | | | | 3,969 | | | 3,896 | |
| | | | | | | |
Ecogas México, S. de R.L. de C.V. | | | | | | | |
Natural gas sales (Bcf) | 1 | | | 1 | | | 4 | | | 4 | |
Natural gas customer meters (thousands) | | | | | 157 | | | 150 | |
| | | | | | | | |
ENERGY-RELATED BUSINESSES | | | | | | | |
Sempra Infrastructure | | | | | | | |
Termoeléctrica de Mexicali (millions of kWhs) | 1,064 | | | 842 | | | 3,086 | | | 3,110 | |
Wind and solar (millions of kWhs)(1) | 610 | | | 640 | | | 3,135 | | | 2,987 | |
(1) Includes intercompany sales.
(2) Several jurisdictions in Sempra California's territory have implemented Community Choice Aggregation, including the City of San Diego in 2022. Additional jurisdictions are in the process of implementing or considering Community Choice Aggregation.
(3) Includes 100% of the electric deliveries and customer meters of Oncor Electric Delivery Company LLC, in which we hold an indirect 80.25% interest through our investment in Oncor Electric Delivery Holdings Company LLC.
Document | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
SEMPRA |
Table F |
| | | | | | | | | | | | |
STATEMENTS OF OPERATIONS DATA BY SEGMENT |
(Dollars in millions) |
Three months ended December 31, 2023 | Sempra California | | Sempra Texas Utilities | | | | Sempra Infrastructure | | Consolidating Adjustments, Parent & Other | | | Total |
Revenues | $ | 2,920 | | | $ | — | | | | | $ | 586 | | | $ | (15) | | | | $ | 3,491 | |
Cost of sales and other expenses | (1,840) | | | — | | | | | (380) | | | (14) | | | | (2,234) | |
Depreciation and amortization | (502) | | | — | | | | | (71) | | | (3) | | | | (576) | |
Other income (expense), net | 27 | | | — | | | | | (1) | | | 30 | | | | 56 | |
Income (loss) before interest and tax(1) | 605 | | | — | | | | | 134 | | | (2) | | | | 737 | |
Net interest (expense) income | (200) | | | (1) | | | | | 16 | | | (100) | | | | (285) | |
Income tax benefit (expense) | 95 | | | (1) | | | | | (118) | | | 33 | | | | 9 | |
Equity earnings | — | | | 148 | | | | | 207 | | | 40 | | | | 395 | |
Earnings attributable to noncontrolling interests | — | | | — | | | | | (108) | | | — | | | | (108) | |
Preferred dividends | — | | | — | | | | | — | | | (11) | | | | (11) | |
Earnings (losses) attributable to common shares | $ | 500 | | | $ | 146 | | | | | $ | 131 | | | $ | (40) | | | | $ | 737 | |
| | | | | | | | | | | | |
|
Three months ended December 31, 2022 | Sempra California | | Sempra Texas Utilities | | | | Sempra Infrastructure | | Consolidating Adjustments, Parent & Other | | | Total |
Revenues | $ | 3,358 | | | $ | — | | | | | $ | 109 | | | $ | (12) | | | | $ | 3,455 | |
Cost of sales and other expenses | (2,158) | | | (2) | | | | | (385) | | | (28) | | | | (2,573) | |
| | | | | | | | | | | | |
Depreciation and amortization | (448) | | | — | | | | | (69) | | | (2) | | | | (519) | |
| | | | | | | | | | | | |
Other income, net | 21 | | | — | | | | | 4 | | | 2 | | | | 27 | |
Income (loss) before interest and tax(1) | 773 | | | (2) | | | | | (341) | | | (40) | | | | 390 | |
Net interest (expense) income | (175) | | | — | | | | | 1 | | | (67) | | | | (241) | |
Income tax (expense) benefit | (104) | | | 1 | | | | | (30) | | | 12 | | | | (121) | |
Equity earnings | — | | | 133 | | | | | 247 | | | — | | | | 380 | |
Losses attributable to noncontrolling interests | — | | | — | | | | | 41 | | | — | | | | 41 | |
Preferred dividends | — | | | — | | | | | — | | | (11) | | | | (11) | |
Earnings (losses) attributable to common shares | $ | 494 | | | $ | 132 | | | | | $ | (82) | | | $ | (106) | | | | $ | 438 | |
(1) Management believes Income (Loss) Before Interest and Tax is a useful measurement of our segments’ performance because it can be used to evaluate the effectiveness of our operations exclusive of interest and income tax, neither of which is directly relevant to the efficiency of those operations.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
SEMPRA |
Table F (Continued) |
| | | | | | | | | | |
STATEMENTS OF OPERATIONS DATA BY SEGMENT |
(Dollars in millions) |
Year ended December 31, 2023(1) | Sempra California | | Sempra Texas Utilities | | Sempra Infrastructure | | Consolidating Adjustments, Parent & Other | | | Total |
Revenues | $ | 13,761 | | | $ | — | | | $ | 3,071 | | | $ | (112) | | | | $ | 16,720 | |
Cost of sales and other expenses | (9,442) | | | (5) | | | (1,361) | | | 31 | | | | (10,777) | |
| | | | | | | | | | |
Depreciation and amortization | (1,937) | | | — | | | (281) | | | (9) | | | | (2,227) | |
| | | | | | | | | | |
Other income, net | 93 | | | — | | | 10 | | | 28 | | | | 131 | |
Income (loss) before interest and tax(2) | 2,475 | | | (5) | | | 1,439 | | | (62) | | | | 3,847 | |
Net interest expense | (758) | | | (1) | | | (86) | | | (375) | | | | (1,220) | |
Income tax benefit (expense) | 31 | | | (1) | | | (673) | | | 153 | | | | (490) | |
Equity earnings | — | | | 701 | | | 740 | | | 40 | | | | 1,481 | |
Earnings attributable to noncontrolling interests | — | | | — | | | (543) | | | — | | | | (543) | |
Preferred dividends | (1) | | | — | | | — | | | (44) | | | | (45) | |
Earnings (losses) attributable to common shares | $ | 1,747 | | | $ | 694 | | | $ | 877 | | | $ | (288) | | | | $ | 3,030 | |
| | | | | | | | | | |
| | | | | | | | | | |
Year ended December 31, 2022(1) | Sempra California | | Sempra Texas Utilities | | Sempra Infrastructure | | Consolidating Adjustments, Parent & Other | | | Total |
Revenues | $ | 12,577 | | | $ | — | | | $ | 1,919 | | | $ | (57) | | | | $ | 14,439 | |
Cost of sales and other expenses | (8,188) | | | (6) | | | (1,642) | | | (27) | | | | (9,863) | |
Aliso Canyon litigation and regulatory matters | (259) | | | — | | | — | | | — | | | | (259) | |
Depreciation and amortization | (1,743) | | | — | | | (268) | | | (8) | | | | (2,019) | |
| | | | | | | | | | |
| | | | | | | | | | |
Other income (expense), net | 84 | | | — | | | — | | | (60) | | | | 24 | |
Income (loss) before interest and tax(2) | 2,471 | | | (6) | | | 9 | | | (152) | | | | 2,322 | |
Net interest expense | (636) | | | — | | | (60) | | | (283) | | | | (979) | |
Income tax (expense) benefit | (320) | | | — | | | (249) | | | 13 | | | | (556) | |
Equity earnings | — | | | 742 | | | 756 | | | — | | | | 1,498 | |
Earnings attributable to noncontrolling interests | — | | | — | | | (146) | | | — | | | | (146) | |
Preferred dividends | (1) | | | — | | | — | | | (44) | | | | (45) | |
Earnings (losses) attributable to common shares | $ | 1,514 | | | $ | 736 | | | $ | 310 | | | $ | (466) | | | | $ | 2,094 | |
(1) Derived from audited financial statements.
(2) Management believes Income (Loss) Before Interest and Tax is a useful measurement of our segments’ performance because it can be used to evaluate the effectiveness of our operations exclusive of interest and income tax, neither of which is directly relevant to the efficiency of those operations.