DEBT AND CREDIT FACILITIES

12 Months Ended

Dec. 31, 2023

Debt Disclosure [Abstract]

Debt and Credit Facilities

DEBT AND CREDIT FACILITIES

SHORT-TERM DEBT

Committed Lines of Credit

At December 31, 2023, Sempra had an aggregate capacity of $9.9 billion under seven primary committed lines of credit, which provide liquidity and support our commercial paper programs. Because our commercial paper programs are supported by some of these lines of credit, we reflect the amount of commercial paper outstanding, before reductions of any unamortized discounts, and any letters of credit outstanding as a reduction to the available unused credit capacity in the following table.

COMMITTED LINES OF CREDIT
(Dollars in millions)
		December 31, 2023
Borrower	Expiration date of facility	Total facility		Commercial paper outstanding		Amounts outstanding		Letters of credit outstanding		Available unused credit
Sempra	October 2028	$	4,000	$	(366)	$	—	$	—	$	3,634
SDG&E	October 2028	1,500		—		—		—		1,500
SoCalGas	October 2028	1,200		(947)		—		—		253
SI Partners and IEnova	September 2025	500		—		(425)		—		75
SI Partners and IEnova	August 2026	1,000		—		—		—		1,000
SI Partners and IEnova	August 2028	1,500		—		(546)		—		954
Port Arthur LNG	March 2030	200		—		—		(25)		175
Total		$	9,900	$	(1,313)	$	(971)	$	(25)	$	7,591

The principal terms of Sempra’s, SDG&E’s and SoCalGas’ lines of credit reflected in the table above include the following:

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

▪Sempra’s, SDG&E’s and SoCalGas’ facilities provide for the issuance of $200 million, $100 million and $150 million, respectively, of letters of credit. Subject to obtaining commitments from existing or new lenders and satisfaction of other specified conditions, Sempra, SDG&E and SoCalGas each has the right to increase its letter of credit commitment to up to $500 million, $250 million and $250 million, respectively.

▪Borrowings bear interest at a benchmark rate plus a margin that varies with the borrower’s credit rating.

▪Each borrower 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, 2023, each Registrant was in compliance with this ratio under its respective credit facility.

SI Partners and IEnova have three combined lines of credit, reflected in the table above, that require borrowings to be issued in U.S. dollars only and include the following principal terms:

▪Borrowings on the $500 million revolving credit facility bear interest at a per annum rate equal to term SOFR plus 80 bps (including a credit adjustment spread).

▪The $1.0 billion facility provides for borrowings of up to $1.0 billion through a syndicate of 12 lenders available to SI Partners and up to $910 million through a syndicate of 11 lenders available to IEnova, subject to a combined borrowing limit of $1.0 billion. This facility:

◦Charges interest on borrowings at a benchmark rate plus a margin that varies with SI Partners’ credit rating (plus a term SOFR credit adjustment spread of 10 bps in all tenors).

◦Provides for issuance of up to $200 million of letters of credit, subject to a combined letter of credit commitment of $200 million, which can be issued in U.S. dollars or Mexican pesos and which reduces available unused credit.

◦Includes a $100 million swingline loan sub-limit, whereby any outstanding amounts would reduce available unused credit. No swingline loan borrowings were outstanding at December 31, 2023.

◦Gives either SI Partners or IEnova the right to increase the total facility to $1.5 billion, subject to lender approval, with borrowings of up to $1.5 billion through a syndicate of 12 lenders available to SI Partners and up to $1,365 million through a syndicate of 11 lenders available to IEnova.

▪Borrowings on the $1.5 billion revolving credit facility, with borrowings of up to $1.5 billion through a syndicate of 12 lenders available to SI Partners and up to $1,365 million through a syndicate of 11 lenders available to IEnova, subject to a combined borrowing limit of $1.5 billion, bear interest at a per annum rate equal to term SOFR plus 90 bps (including a credit adjustment spread).

Additionally, the three lines of credit that are shared by SI Partners and IEnova require that SI Partners maintain a ratio of consolidated adjusted net indebtedness to consolidated earnings before interest, taxes, depreciation and amortization (as defined in each credit facility) of no more than 5.25 to 1.00 at the end of each quarter. At December 31, 2023, SI Partners was in compliance with this ratio.

In March 2023, Port Arthur LNG entered into a seven-year initial working capital facility agreement with a syndicate of lenders expiring in March 2030. The credit facility permits borrowings of up to $200 million, which bear interest by reference to term SOFR plus the applicable margin and a credit adjustment spread. The credit facility also provides for the issuance of up to $200 million of letters of credit, which reduces available unused credit.

Uncommitted Line of Credit

ECA LNG Phase 1 has an uncommitted line of credit, which is generally used for working capital requirements, with an aggregate capacity of $200 million of which $60 million was outstanding at December 31, 2023. The amounts outstanding are before reductions of any unamortized discounts. Borrowings can be in U.S. dollars or Mexican pesos. At December 31, 2023, outstanding amounts were borrowed in Mexican pesos and bear interest at a variable rate based on the 28-day Interbank Equilibrium Interest Rate plus 105 bps. In June 2023, the facility was amended to extend the expiration date to August 2024 and replace the London Interbank Offered Rate reference rate plus 105 bps with the SOFR reference rate plus 115 bps. As such, borrowings made in U.S. dollars bear interest at a variable rate based on the one-month or three-month SOFR plus 115 bps.

Uncommitted Letters of Credit

Outside of our domestic and foreign 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, 2023, we had $513 million in standby letters of credit outstanding under these agreements.

UNCOMMITTED LETTERS OF CREDIT OUTSTANDING
(Dollars in millions)
	Expiration date range	December 31, 2023
SDG&E	January 2024 - November 2024	$	25
SoCalGas	March 2024 - November 2024	20
Other Sempra	January 2024 - October 2043	468
Total Sempra		$	513

Weighted-Average Interest Rates

The weighted-average interest rates on all short-term debt were as follows:

WEIGHTED-AVERAGE INTEREST RATES
	December 31,
	2023		2022
Sempra	5.96	%	5.57	%
SDG&E	—		4.76
SoCalGas	5.44		4.71

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,
	2023		2022
SDG&E:
First mortgage bonds (collateralized by plant assets):
3.6% September 1, 2023	$	—	$	450
2.5% May 15, 2026	500		500
6% June 1, 2026	250		250
4.95% August 15, 2028	600		—
1.7% October 1, 2030	800		800
3% March 15, 2032	500		500
5.35% May 15, 2035	250		250
6.125% September 15, 2037	250		250
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		400
3.32% April 15, 2050	400		400
2.95% August 15, 2051	750		750
3.7% March 15, 2052	500		500
5.35% April 1, 2053	800		—
	8,350		7,400
Other long-term debt (uncollateralized):
Notes at variable rates (5.99% at December 31, 2023) February 18, 2024(1)	400		400
Finance lease obligations:
Power purchase agreements	1,166		1,194
Other	67		62
	1,633		1,656
	9,983		9,056
Current portion of long-term debt and finance leases	(441)		(489)
Unamortized discount on long-term debt	(29)		(20)
Unamortized debt issuance costs	(60)		(50)
Total SDG&E	$	9,453	$	8,497

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

LONG-TERM DEBT AND FINANCE LEASES (CONTINUED)
(Dollars in millions)
	December 31,
	2023		2022
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
2.55% February 1, 2030	650		650
5.20% June 1, 2033	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		350
6.35% November 15, 2052	600		600
5.75% June 1, 2053	500		—
	6,050		5,050
Other long-term debt (uncollateralized):
Notes at variable rates (5.10% at December 31, 2022) September 14, 2023(1)	—		300
1.875% Notes May 14, 2026(1)	4		4
2.95% Notes April 15, 2027	700		700
5.67% Notes January 18, 2028(2)	5		5
Finance lease obligations	107		87
	816		1,096
	6,866		6,146
Current portion of long-term debt and finance leases	(523)		(318)
Unamortized discount on long-term debt	(13)		(12)
Unamortized debt issuance costs	(42)		(36)
Total SoCalGas	$	6,288	$	5,780

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

(2)    Debt is not callable.

LONG-TERM DEBT AND FINANCE LEASES (CONTINUED)
(Dollars in millions)
	December 31,
	2023		2022
Other Sempra:
Sempra - Other long-term debt (uncollateralized):
3.3% Notes April 1, 2025	$	750	$	750
5.40% Notes August 1, 2026	550		—
3.25% Notes June 15, 2027	750		750
3.4% Notes February 1, 2028	1,000		1,000
3.7% Notes April 1, 2029	500		500
5.50% Notes August 1, 2033	700		—
3.8% Notes February 1, 2038	1,000		1,000
6% Notes October 15, 2039	750		750
4% Notes February 1, 2048	800		800
4.125% Junior Subordinated Notes April 1, 2052(1)	1,000		1,000
5.75% Junior Subordinated Notes July 1, 2079(1)	758		758
	8,558		7,308
Sempra Infrastructure - Other long-term debt (uncollateralized unless otherwise noted):
6.3% Notes (4.12% after cross-currency swap effective 2013) February 2, 2023	—		201
Loan at variable rates (8.31% at December 31, 2023) December 9, 2025	832		575
3.75% Notes January 14, 2028	300		300
Loan including $200 at variable rates (5.33% after floating-to-fixed rate swaps effective 2023) and $58 at variable rates (weighted-average rate of 7.37% at December 31, 2023) March 20, 2030, collateralized by plant assets(1)	258		—
3.25% Notes January 15, 2032	400		400
Loan at variable rates (4.03% after floating-to-fixed rate swap effective 2019) payable June 15, 2022 through November 19, 2034(1)	96		98
Loan at variable rates (4.03% after floating-to-fixed rate swap effective 2019) payable June 15, 2022 through November 19, 2034(1)	96		98
Loan at variable rates (2.38% after floating-to-fixed rate swap effective 2020) payable June 15, 2022 through November 19, 2034(1)	96		98
2.9% Loan payable June 15, 2022 through November 19, 2034(1)	231		236
4.875% Notes January 14, 2048	540		540
4.75% Notes January 15, 2051	800		800
	3,649		3,346
	12,207		10,654
Current portion of long-term debt	(11)		(212)
Unamortized discount on long-term debt	(66)		(62)
Unamortized debt issuance costs	(112)		(109)
Total Other Sempra	12,018		10,271
Total Sempra	$	27,759	$	24,548

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

At December 31, 2023, scheduled maturities of long-term debt are as follows:

MATURITIES OF LONG-TERM DEBT(1)
(Dollars in millions)
	SDG&E		SoCalGas		Other Sempra		Total Sempra
2024	$	400	$	500	$	11	$	911
2025	—		350		1,651		2,001
2026	750		504		600		1,854
2027	—		700		799		1,499
2028	600		5		1,349		1,954
Thereafter	7,000		4,700		7,797		19,497
Total	$	8,750	$	6,759	$	12,207	$	27,716

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

Various long-term obligations totaling $13.1 billion at Sempra at December 31, 2023 are unsecured. This includes unsecured long-term obligations totaling $400 million at SDG&E and $709 million at SoCalGas.

Callable Long-Term Debt

At the option of Sempra, SDG&E and SoCalGas, certain debt at December 31, 2023 is callable subject to premiums:

CALLABLE LONG-TERM DEBT
(Dollars in millions)
	SDG&E		SoCalGas		Other Sempra		Total Sempra
Not subject to make-whole provisions	$	400	$	4	$	2,535	$	2,939
Subject to make-whole provisions	8,350		6,750		9,672		24,772

First Mortgage Bonds

SDG&E and SoCalGas issue first mortgage bonds secured by liens on their respective utility plant assets. SDG&E and SoCalGas 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 $8.2 billion at SDG&E and $1.6 billion at SoCalGas at December 31, 2023.

SDG&E

In March 2023, SDG&E issued $800 million aggregate principal amount of 5.35% first mortgage bonds due in full upon maturity on April 1, 2053 and received proceeds of $783 million (net of debt discount, underwriting discounts and debt issuance costs of $17 million). The first mortgage bonds are redeemable prior to maturity, subject to their terms, and in certain circumstances subject to make-whole provisions. SDG&E used the net proceeds for general corporate purposes, including repayment of commercial paper and other indebtedness.

In August 2023, SDG&E issued $600 million aggregate principal amount of 4.95% green first mortgage bonds due in full upon maturity on August 15, 2028 and received proceeds of $593 million (net of debt discount, underwriting discounts and debt issuance costs of $7 million). The first mortgage bonds are redeemable prior to maturity, subject to their terms, and in certain circumstances subject to make-whole provisions. SDG&E intends to use the net proceeds to finance or refinance investments in eligible projects that fall into one or more of the following categories: climate change adaptation, clean energy solutions and clean transportation.

SoCalGas

In May 2023, SoCalGas issued $500 million aggregate principal amount of 5.20% first mortgage bonds due in full upon maturity on June 1, 2033 and received proceeds of $495 million (net of debt discount, underwriting discounts and debt issuance costs of $5 million), and $500 million aggregate principal amount of 5.75% first mortgage bonds due in full upon maturity on June 1, 2053 and received proceeds of $493 million (net of debt discount, underwriting discounts and debt issuance costs of $7 million). Each series of first mortgage bonds is redeemable prior to maturity, subject to its terms, and in certain circumstances subject to make-whole provisions. SoCalGas used the net proceeds to repay its $300 million senior unsecured floating rate notes prior to their September 2023 scheduled maturity, a portion of its $800 million term loan and for other general corporate purposes.

Other Long-Term Debt

Other Sempra

Sempra. In June 2023, Sempra issued $550 million aggregate principal amount of 5.40% senior unsecured notes due in full upon maturity on August 1, 2026 and received proceeds of $545 million (net of debt discount, underwriting discounts and debt issuance costs of $5 million), and $700 million aggregate principal amount of 5.50% senior unsecured notes due in full upon maturity on August 1, 2033 and received proceeds of $692 million (net of debt discount, underwriting discounts and debt issuance costs of $8 million). Each series of notes is redeemable prior to maturity, subject to its terms, and in certain circumstances subject to make-whole provisions. We used the net proceeds for general corporate purposes, including repayment of commercial paper and other indebtedness.

ECA LNG Phase 1. ECA LNG Phase 1 has a five-year loan agreement with a syndicate of seven external lenders that matures on December 9, 2025 for an aggregate principal amount of up to $1.3 billion. IEnova and TotalEnergies SE have provided guarantees for repayment of the loans plus accrued and unpaid interest of 83.4% and 16.6%, respectively. At December 31, 2023 and December 31, 2022, $832 million and $575 million, respectively, of borrowings from external lenders were outstanding under the loan agreement, with a weighted-average interest rate of 8.31% and 7.54%, respectively.

Port Arthur LNG. In March 2023, Port Arthur LNG entered into a term loan facility agreement with a syndicate of lenders for an aggregate principal amount of approximately $6.8 billion. Proceeds from the loans will be used to finance the cost of construction of the PA LNG Phase 1 project. The loans mature on March 20, 2030 and bear interest by reference to term SOFR, plus the applicable margin and a credit adjustment spread. The applicable margin prior to completion of the PA LNG Phase 1 project (which occurs upon the satisfaction or waiver of a series of customary operational, technical, environmental and other tests and conditions that generally would not be fully met until after the commercial operations date) is 2.00% and on completion and thereafter is 2.25%. The principal amounts outstanding on the loans must be repaid in quarterly installments, commencing on the earlier of (i) the first quarterly payment date occurring more than three calendar months following completion of the PA LNG Phase 1 project and (ii) April 20, 2029. Under the terms of the loan agreement, at least 60% of the projected outstanding balance is required to be hedged through 2048. As we discuss in Note 11, Port Arthur LNG entered into hedging instruments in satisfaction of this requirement in March 2023. An upfront equity funding amount of $4.7 billion is required to have been contributed to Port Arthur LNG for construction costs as a condition to the initial advance of term loans under the agreement (other than advances for fees, interest, expenses and certain other specified costs). Port Arthur LNG paid $200 million in debt issuance costs at closing. Additionally, the loan agreement and the related working capital facility agreement that we discuss above require payment of commitment fees calculated at a rate per annum equal to 30% of the applicable margin for term SOFR loans multiplied by the outstanding debt commitments, and additional administrative fees. At December 31, 2023, $258 million of borrowings were outstanding under the loan agreement, with an all-in weighted-average interest rate of 5.81%.

In connection with this loan agreement, SI Partners and ConocoPhillips have collectively provided commitments for approximately $2.8 billion in equity funding for the benefit of Port Arthur LNG for their respective affiliate’s share of the equity funding of anticipated construction costs of the PA LNG Phase 1 project in excess of the upfront equity funding amount of $4.7 billion. The amount of each commitment is based on each of SI Partners’ and ConocoPhillips’ proportionate indirect ownership interest in Port Arthur LNG of 70% and 30%, respectively, as of the March 2023 loan agreement. The obligation under these guarantees will be reduced as their respective affiliates fund their direct proportionate interest of capital calls. Such equity funding can be called upon by Port Arthur LNG to fund project costs or, upon the taking of an enforcement action under the terms of Port Arthur LNG’s finance documents, to pay its senior debt obligations.

The pari passu secured obligations under the related finance documents are secured by a first priority lien (subject to customary permitted encumbrances) in substantially all of the assets of Port Arthur LNG, including the equity interests in, and real property

interests of, Port Arthur LNG.