DEBT AND CREDIT FACILITIES

12 Months Ended

Dec. 31, 2019

DEBT AND CREDIT FACILITIES

LINES OF CREDIT

Primary U.S. Committed Lines of Credit

At December 31, 2019, Sempra Energy Consolidated had an aggregate of $6.7 billion in four primary U.S. committed lines of credit, which provide liquidity and support commercial paper.



PRIMARY U.S. COMMITTED LINES OF CREDIT
(Dollars in millions)
	At December 31, 2019
	Total facility		Commercial paper outstanding⁽¹⁾			Available unused credit
Sempra Energy⁽²⁾	$	1,250	$	—		1,250
Sempra Global⁽³⁾	3,185		(1,624		)	1,561
SDG&E⁽³⁾⁽⁴⁾	1,500		(80		)	1,420
SoCalGas⁽³⁾⁽⁴⁾	750		(630		)	120
Total	$	6,685	$	(2,334	)	$	4,351


⁽¹⁾	Because the commercial paper programs are supported by these lines, we reflect the amount of commercial paper outstanding as a reduction to the available unused credit.

⁽²⁾

The facility also provides for issuance of $200 million of letters of credit on behalf of Sempra Energy with the amount of borrowings otherwise available under the facility reduced by the amount of outstanding letters of credit. Subject to obtaining commitments from existing or new lenders and satisfaction of other specified conditions, Sempra Energy has the right to increase the letter of credit commitment up to $500 million. No letters of credit were outstanding at December 31, 2019.


⁽³⁾	Commercial paper outstanding is before reductions of unamortized discount of $3 million at Sempra Global and negligible amounts at SDG&E and SoCalGas.

⁽⁴⁾

The facility also provides for issuance of $100 million of letters of credit on behalf of the borrowing utility with the amount of borrowings otherwise available under the facility reduced by the amount of outstanding letters of credit. Subject to obtaining commitments from existing or new lenders and satisfaction of other specified conditions, the borrowing utility has the right to increase the letter of credit commitment up to $250 million. No letters of credit were outstanding at December 31, 2019.

The principal terms of the primary U.S. committed lines of credit in the table above include the following:


▪	Each is a 5-year syndicated revolving credit agreement expiring in May 2024.


▪	Citibank N.A. serves as administrative agent for the Sempra Energy and Sempra Global facilities and JPMorgan Chase Bank, N.A. serves as administrative agent for the SDG&E and SoCalGas facilities.


▪	Each facility has a syndicate of 23 lenders. No single lender has greater than a 6% share in any facility.


▪	Borrowings bear interest at benchmark rates plus a margin that varies with Sempra Energy’s credit ratings in the case of the Sempra Energy and Sempra Global lines of credit, and with the borrowing utility’s credit rating in the case of SDG&E’s and SoCalGas’ lines of credit.


▪	Sempra Energy, SDG&E and SoCalGas each must maintain a ratio of indebtedness to total capitalization (as defined in each of the applicable credit facilities) of no more than 65% at the end of each quarter. At December 31, 2019, each entity was in compliance with this ratio and all other financial covenants under its respective credit facility.


▪	Sempra Energy guarantees Sempra Global’s obligations under its credit facility.

Foreign Committed Lines of Credit

Our foreign operations in Mexico have additional general-purpose credit facilities aggregating $1.9 billion at December 31, 2019. The principal terms of these credit facilities are described below.



FOREIGN COMMITTED LINES OF CREDIT
(U.S. dollar equivalent in millions)
	December 31, 2019
Expiration date of facility	Total facility		Amounts outstanding			Available unused credit
February 2024⁽¹⁾	$	1,500	$	(894	)	$	606
April 2022⁽²⁾	100		—			100
September 2021⁽³⁾	280		(280		)	—
Total	$	1,880	$	(1,174	)	$	706


⁽¹⁾	Five-year revolving credit facility with a syndicate of 10 lenders.


⁽²⁾	Three-year revolving credit facility with Scotiabank Inverlat, S.A. Withdrawals may be made for up to one year from April 11, 2019 in either U.S. dollars or Mexican pesos.


⁽³⁾	Two-year revolving credit facility with The Bank of Nova Scotia. Withdrawals may be made for up to two years from September 23, 2019 in U.S. dollars.

Letters of Credit

Outside of our domestic and foreign committed credit facilities, we have bilateral unsecured standby letter of credit capacity

with select lenders that is uncommitted and supported by reimbursement agreements. At December 31, 2019, we had approximately $647 million in standby letters of credit outstanding under these agreements.

WEIGHTED-AVERAGE INTEREST RATES

The weighted-average interest rates on the total short-term debt at December 31, 2019 and 2018 were as follows:



WEIGHTED-AVERAGE INTEREST RATES

	December 31,
	2019		2018
Sempra Energy Consolidated	2.31	%	2.99	%
SDG&E	1.97		2.97
SoCalGas	1.86		2.58

LONG-TERM DEBT

The following tables show the detail and maturities of long-term debt outstanding:



LONG-TERM DEBT AND FINANCE LEASES
(Dollars in millions)
	December 31,
	2019			2018
SDG&E:
First mortgage bonds (collateralized by plant assets):
3% August 15, 2021	$	350		$	350
1.914% payable 2015 through February 2022	89			125
3.6% September 1, 2023	450			450
2.5% May 15, 2026	500			500
6% June 1, 2026	250			250
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			250
3.75% June 1, 2047	400			400
4.15% May 15, 2048	400			400
4.1% June 15, 2049	400			—
	5,140			4,776
Other long-term debt:
OMEC LLC variable-rate loan (4.7896% at December 31, 2018 except for $142 at 5.2925% after floating-to-fixed rate swaps through April 1, 2019), payable 2019 through 2024 (collateralized by OMEC plant assets)	—			220
Finance lease obligations:
Purchased-power contracts	1,255			1,270
Other	15			2
	1,270			1,492
	6,410			6,268
Current portion of long-term debt	(56		)	(81		)
Unamortized discount on long-term debt	(12		)	(12		)
Unamortized debt issuance costs	(36		)	(37		)
Total SDG&E	6,306			6,138

SoCalGas:
First mortgage bonds (collateralized by plant assets):
3.15% September 15, 2024	500			500
3.2% June 15, 2025	350			350
2.6% June 15, 2026	500			500
5.75% November 15, 2035	250			250
5.125% November 15, 2040	300			300
3.75% September 15, 2042	350			350
4.45% March 15, 2044	250			250
4.125% June 1, 2048	400			400
4.3% January 15, 2049	550			550
3.95% February 15, 2050	350			—
	3,800			3,450
Other long-term debt (uncollateralized):
1.875% Notes May 14, 2026⁽¹⁾	4			4
5.67% Notes January 18, 2028	5			5
Finance lease obligations	19			3
	28			12
	3,828			3,462
Current portion of long-term debt	(6		)	(3		)
Unamortized discount on long-term debt	(7		)	(6		)
Unamortized debt issuance costs	(27		)	(26		)
Total SoCalGas	3,788			3,427



LONG-TERM DEBT AND FINANCE LEASES (CONTINUED)
(Dollars in millions)
	December 31,
	2019			2018
Sempra Energy:
Other long-term debt (uncollateralized):
9.8% Notes February 15, 2019	—			500
Notes at variable rates (2.69% at December 31, 2018) July 15, 2019	—			500
1.625% Notes October 7, 2019	—			500
2.4% Notes February 1, 2020	500			500
2.4% Notes March 15, 2020	500			500
2.85% Notes November 15, 2020	400			400
Notes at variable rates (2.50% at December 31, 2019) January 15, 2021⁽¹⁾	700			700
Notes at variable rates (3.069% after floating-to-fixed rate swaps effective 2019) March 15, 2021	850			850
2.875% Notes October 1, 2022	500			500
2.9% Notes February 1, 2023	500			500
4.05% Notes December 1, 2023	500			500
3.55% Notes June 15, 2024	500			500
3.75% Notes November 15, 2025	350			350
3.25% Notes June 15, 2027	750			750
3.4% Notes February 1, 2028	1,000			1,000
3.8% Notes February 1, 2038	1,000			1,000
6% Notes October 15, 2039	750			750
4% Notes February 1, 2048	800			800
5.75% Junior Subordinated Notes July 1, 2079⁽¹⁾	758			—
Build-to-suit arrangement⁽²⁾	—			138
Sempra Mexico
Other long-term debt (uncollateralized unless otherwise noted):
6.3% Notes February 2, 2023 (4.124% after cross-currency swap effective 2013)	207			198
Notes at variable rates (4.88% after floating-to-fixed rate swaps effective 2014), payable 2016 through December 2026, collateralized by plant assets	237			275
3.75% Notes January 14, 2028	300			300
Bank loans including $241 at a weighted-average fixed rate of 6.87%, $147 at variable rates (weighted-average rate of 6.54% after floating-to-fixed rate swaps effective 2014) and $35 at variable rates (5.12% at December 31, 2019), payable 2016 through March 2032, collateralized by plant assets	423			447
4.875% Notes January 14, 2048	540			540
Loan at variable rates (5.75% at December 31, 2019) July 31, 2028⁽¹⁾	11			4
Loan at variable rates (4.0275% after floating-to-fixed rate swap effective 2019) payable 2022 through November 2034⁽¹⁾	200			—
Sempra LNG
Other long-term debt (uncollateralized):
Notes at 2.87% to 3.51% October 1, 2026⁽¹⁾	22			21
	12,298			13,023
Current portion of long-term debt	(1,464		)	(1,560		)
Unamortized discount on long-term debt	(35		)	(38		)
Unamortized debt issuance costs	(108		)	(87		)
Total other Sempra Energy	10,691			11,338
Total Sempra Energy Consolidated	$	20,785		$	20,903


⁽¹⁾	Callable long-term debt not subject to make-whole provisions.


⁽²⁾	This arrangement is now accounted for as an operating lease liability upon adoption of the lease standard on January 1, 2019. See Note 2.



MATURITIES OF LONG-TERM DEBT⁽¹⁾
(Dollars in millions)
	SDG&E		SoCalGas		Other Sempra Energy		Total Sempra Energy Consolidated
2020	$	36	$	—	$	1,465	$	1,501
2021	386		—		1,619		2,005
2022	18		—		576		594
2023	450		—		1,285		1,735
2024	—		500		545		1,045
Thereafter	4,250		3,309		6,808		14,367
Total	$	5,140	$	3,809	$	12,298	$	21,247


⁽¹⁾	Excludes finance lease obligations, discounts, and debt issuance costs.

Various long-term obligations totaling $11.6 billion at Sempra Energy Consolidated at December 31, 2019 are unsecured. This includes unsecured long-term obligations totaling $9 million at SoCalGas. There were no unsecured long-term obligations at SDG&E.

Callable Long-Term Debt

At the option of Sempra Energy, SDG&E and SoCalGas, certain debt at December 31, 2019 is callable subject to premiums:



CALLABLE LONG-TERM DEBT
(Dollars in millions)
	SDG&E		SoCalGas		Other Sempra Energy		Total Sempra Energy Consolidated
Not subject to make-whole provisions	$	251	$	4	$	1,691	$	1,946
Subject to make-whole provisions	4,889		3,800		9,097		17,786

First Mortgage Bonds

The California Utilities issue first mortgage bonds secured by a lien on utility plant assets. The California Utilities may issue additional first mortgage bonds if in compliance with the provisions of their bond agreements (indentures). These indentures require, among other things, the satisfaction of pro forma earnings-coverage tests on first mortgage bond interest and the availability of sufficient mortgaged property to support the additional bonds, after giving effect to prior bond redemptions. The most restrictive of these tests (the property test) would permit the issuance, subject to CPUC authorization, of additional first mortgage bonds of $6.4 billion at SDG&E and $1.3 billion at SoCalGas at December 31, 2019.

SDG&E

In May 2019, SDG&E issued $400 million of 4.1% first mortgage bonds maturing in 2049. We received proceeds of $396 million (net of debt discount, underwriting discounts and debt issuance costs of $4 million). SDG&E used the proceeds from the offering to repay outstanding commercial paper and for other general corporate purposes.

As we discuss in “Variable Interest Entities” in Note 1, on August 23, 2019, SDG&E deconsolidated Otay Mesa VIE. Prior to deconsolidation, on August 14, 2019, OMEC LLC paid in full the $211 million outstanding balance on its variable-rate loan that was scheduled to mature in August 2024.

SoCalGas

In June 2019, SoCalGas issued $350 million of 3.95% first mortgage bonds maturing in 2050. We received proceeds of $345 million (net of debt discount, underwriting discounts and debt issuance costs of $5 million). SoCalGas used the proceeds from the offering to repay outstanding commercial paper and for other general corporate purposes.

In January 2020, SoCalGas issued $650 million of 2.55% first mortgage bonds maturing in 2030. We received proceeds of $643 million (net of debt discount, underwriting discounts and debt issuance costs of $7 million). SoCalGas used the proceeds from the offering to repay outstanding commercial paper and for other general corporate purposes.

Other Long-Term Debt

Sempra Energy

In June 2019, we issued $758 million of 5.75%, junior subordinated notes maturing in 2079, with a par value of $25 per note. We received proceeds of $733 million (net of underwriting discounts and debt issuance costs of $25 million). We used the proceeds from the offering to repay outstanding commercial paper and for other general corporate purposes. We may redeem some or all of the notes before their maturity, as follows:


▪	on or after October 1, 2024, at a redemption price equal to 100% of the principal amount, plus accrued and unpaid interest;


▪	before October 1, 2024, if the U.S. federal tax law or regulations are amended or certain other events occur such that there is more than insubstantial risk that interest payable on the notes would no longer be deductible for federal income tax purposes, at a redemption price equal to 100% of the principal amount, plus accrued and unpaid interest; or


▪	before October 1, 2024, if a credit rating agency publicly changes certain equity credit methodology for securities such as these notes that results in a shortening of the length of time for equity credit initially assigned or lowers the equity credit initially assigned, at a redemption price equal to 102% of the principal amount, plus accrued and unpaid interest.

The notes are unsecured obligations and rank junior and subordinate in right of payment to our existing and future senior indebtedness. The notes will rank equally in right of payment with any future unsecured indebtedness that we may incur if the terms of such indebtedness provide that it ranks equally with the notes in right of payment. The notes are effectively subordinated in right of payment to any secured indebtedness that we have or may incur and to all indebtedness and other liabilities of our subsidiaries.

Sempra Mexico

In November 2019, IEnova entered into a loan agreement with International Finance Corporation and North American Development Bank and, in December 2019, received proceeds of $190 million (net of debt issuance costs of $10 million) to fund the construction of certain solar generation projects in Mexico. The 15-year loan bears interest based on 6-month LIBOR plus 2.25% and matures in 2034. In November 2019, IEnova entered into a floating-to-fixed interest rate swap to hedge interest payments on the $200 million variable rate loan, resulting in an all-in fixed rate of 4.03%.