|
||||||||||||
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
|
||||||||||||
FORM 10-Q
|
||||||||||||
(Mark One)
|
||||||||||||
[X]
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|||||||||||
For the quarterly period ended
|
March 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
|
States of Incorporation
|
I.R.S. Employer
Identification Nos.
|
Former name, former address and former fiscal year, if changed since last report
|
||||||||
1-14201
|
SEMPRA ENERGY
|
California
|
33-0732627
|
No change
|
||||||||
101 Ash Street
|
||||||||||||
San Diego, California 92101
|
||||||||||||
(619)696-2000
|
||||||||||||
1-3779
|
SAN DIEGO GAS & ELECTRIC COMPANY
|
California
|
95-1184800
|
No change
|
||||||||
8326 Century Park Court
|
||||||||||||
San Diego, California 92123
|
||||||||||||
(619)696-2000
|
||||||||||||
1-1402
|
SOUTHERN CALIFORNIA GAS COMPANY
|
California
|
95-1240705
|
No change
|
||||||||
555 West Fifth Street
|
||||||||||||
Los Angeles, California 90013
|
||||||||||||
(213)244-1200
|
||||||||||||
Indicate by check mark whether the registrants (1) have filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrants were required to file such reports), and (2) have been subject to such filing requirements for the past 90 days.
|
||||||||||||
Yes
|
X
|
No
|
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, 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 registrants were 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 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
|
|||||||||
Indicate the number of shares outstanding of each of the issuers’ classes of common stock, as of the latest practicable date.
|
||||||||||||
Common stock outstanding on April 30, 2012:
|
||||||||||||
Sempra Energy
|
240,991,088 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
|
|||||||||||
SEMPRA ENERGY FORM 10-Q
SAN DIEGO GAS & ELECTRIC COMPANY FORM 10-Q
SOUTHERN CALIFORNIA GAS COMPANY FORM 10-Q
TABLE OF CONTENTS
|
||
Page
|
||
Information Regarding Forward-Looking Statements
|
4
|
|
PART I – FINANCIAL INFORMATION
|
||
Item 1.
|
Financial Statements
|
5
|
Item 2.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
62
|
Item 3.
|
Quantitative and Qualitative Disclosures About Market Risk
|
92
|
Item 4.
|
Controls and Procedures
|
93
|
PART II – OTHER INFORMATION
|
||
Item 1.
|
Legal Proceedings
|
94
|
Item 1A.
|
Risk Factors
|
94
|
Item 6.
|
Exhibits
|
94
|
Signatures
|
96
|
|
§
|
local, regional, national and international economic, competitive, political, legislative and regulatory conditions and developments;
|
§
|
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;
|
§
|
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
|
|
|
|
|
||||||
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
|
|
|
|
|
||||||
(Dollars in millions, except per share amounts)
|
|
|
|
|
||||||
|
|
|
||||||||
|
|
Three months ended March 31,
|
||||||||
|
|
2012
|
2011(1)
|
|||||||
|
|
(unaudited)
|
||||||||
REVENUES
|
|
|
|
|
||||||
Utilities
|
$
|
2,091
|
$
|
1,946
|
||||||
Energy-related businesses
|
|
292
|
|
488
|
||||||
Total revenues
|
|
2,383
|
|
2,434
|
||||||
EXPENSES AND OTHER INCOME
|
|
|
|
|
||||||
Utilities:
|
|
|
|
|
||||||
Cost of natural gas
|
|
(431)
|
|
(642)
|
||||||
Cost of electric fuel and purchased power
|
|
(388)
|
|
(171)
|
||||||
Energy-related businesses:
|
|
|
|
|
||||||
Cost of natural gas, electric fuel and purchased power
|
|
(129)
|
|
(230)
|
||||||
Other cost of sales
|
|
(33)
|
|
(23)
|
||||||
Operation and maintenance
|
|
(671)
|
|
(639)
|
||||||
Depreciation and amortization
|
|
(257)
|
|
(230)
|
||||||
Franchise fees and other taxes
|
|
(96)
|
|
(95)
|
||||||
Equity earnings, before income tax
|
|
12
|
|
1
|
||||||
Other income, net
|
|
75
|
|
43
|
||||||
Interest income
|
|
5
|
|
3
|
||||||
Interest expense
|
|
(113)
|
|
(108)
|
||||||
Income before income taxes and equity earnings
|
|
|
|
|
||||||
of certain unconsolidated subsidiaries
|
|
357
|
|
343
|
||||||
Income tax expense
|
|
(117)
|
|
(114)
|
||||||
Equity earnings, net of income tax
|
|
11
|
|
31
|
||||||
Net income
|
|
251
|
|
260
|
||||||
Earnings attributable to noncontrolling interests
|
|
(13)
|
|
(4)
|
||||||
Preferred dividends of subsidiaries
|
|
(2)
|
|
(2)
|
||||||
Earnings
|
$
|
236
|
$
|
254
|
||||||
|
|
|
|
|
|
|||||
Basic earnings per common share
|
$
|
0.98
|
$
|
1.06
|
||||||
Weighted-average number of shares outstanding, basic (thousands)
|
|
240,566
|
|
240,128
|
||||||
|
|
|
|
|
|
|||||
Diluted earnings per common share
|
$
|
0.97
|
$
|
1.05
|
||||||
Weighted-average number of shares outstanding, diluted (thousands)
|
|
243,761
|
|
241,903
|
||||||
Dividends declared per share of common stock
|
$
|
0.60
|
$
|
0.48
|
||||||
(1)
|
As adjusted for the retrospective effect of a change in accounting principle as we discuss in Note 1.
|
|||||||||
See Notes to Condensed Consolidated Financial Statements.
|
|
|
|
|
SEMPRA ENERGY
|
||||||||||||||
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
|
||||||||||||||
(Dollars in millions)
|
||||||||||||||
|
|
Three months ended March 31,
|
||||||||||||
|
|
2012
|
|
2011(1)
|
||||||||||
|
|
(unaudited)
|
||||||||||||
|
|
|
Non-
|
|
|
|
Non-
|
|
||||||
|
|
Sempra
|
controlling
|
|
|
Sempra
|
controlling
|
|
||||||
|
|
Energy
|
Interests
|
Total
|
|
Energy
|
Interests
|
Total
|
||||||
Net income
|
$
|
238
|
$
|
13
|
$
|
251
|
|
$
|
256
|
$
|
4
|
$
|
260
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustments
|
|
67
|
|
4
|
|
71
|
|
|
(6)
|
|
―
|
|
(6)
|
|
Net actuarial gain
|
|
1
|
|
―
|
|
1
|
|
|
2
|
|
―
|
|
2
|
|
Financial instruments
|
|
3
|
|
―
|
|
3
|
|
|
2
|
|
1
|
|
3
|
|
Total other comprehensive income (loss)
|
|
71
|
|
4
|
|
75
|
|
|
(2)
|
|
1
|
|
(1)
|
|
Total comprehensive income
|
|
309
|
|
17
|
|
326
|
|
|
254
|
|
5
|
|
259
|
|
Preferred dividends of subsidiaries
|
|
(2)
|
|
―
|
|
(2)
|
|
|
(2)
|
|
―
|
|
(2)
|
|
Total comprehensive income, after preferred
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
dividends of subsidiaries
|
$
|
307
|
$
|
17
|
$
|
324
|
|
$
|
252
|
$
|
5
|
$
|
257
|
|
(1)
|
As adjusted for the retrospective effect of a change in accounting principle as we discuss in Note 1.
|
|||||||||||||
See Notes to Condensed Consolidated Financial Statements.
|
SEMPRA ENERGY
|
|||||
CONDENSED CONSOLIDATED BALANCE SHEETS
|
|||||
(Dollars in millions)
|
|||||
|
|
March 31,
|
December 31,
|
||
|
2012
|
2011(1)(2)
|
|||
|
|
(unaudited)
|
|
|
|
ASSETS
|
|
|
|
|
|
Current assets:
|
|
|
|
|
|
Cash and cash equivalents
|
$
|
404
|
$
|
252
|
|
Restricted cash
|
|
23
|
|
24
|
|
Trade accounts receivable, net
|
|
1,062
|
|
1,198
|
|
Other accounts and notes receivable, net
|
|
177
|
|
147
|
|
Inventories
|
|
222
|
|
346
|
|
Regulatory balancing accounts — undercollected
|
|
71
|
|
38
|
|
Regulatory assets
|
|
105
|
|
89
|
|
Fixed-price contracts and other derivatives
|
|
83
|
|
85
|
|
Settlement receivable related to wildfire litigation
|
|
5
|
|
10
|
|
Other
|
|
146
|
|
143
|
|
Total current assets
|
|
2,298
|
|
2,332
|
|
|
|
|
|
|
|
Investments and other assets:
|
|
|
|
|
|
Restricted cash
|
|
24
|
|
22
|
|
Regulatory assets arising from pension and other postretirement
|
|
|
|
|
|
benefit obligations
|
|
1,074
|
|
1,126
|
|
Regulatory assets arising from wildfire litigation costs
|
|
603
|
|
594
|
|
Other regulatory assets
|
|
1,070
|
|
1,060
|
|
Nuclear decommissioning trusts
|
|
865
|
|
804
|
|
Investments
|
|
1,722
|
|
1,671
|
|
Goodwill
|
|
1,071
|
|
1,036
|
|
Other intangible assets
|
|
443
|
|
448
|
|
Sundry
|
|
799
|
|
691
|
|
Total investments and other assets
|
|
7,671
|
|
7,452
|
|
|
|
|
|
|
|
Property, plant and equipment:
|
|
|
|
|
|
Property, plant and equipment
|
|
31,995
|
|
31,192
|
|
Less accumulated depreciation and amortization
|
|
(7,919)
|
|
(7,727)
|
|
Property, plant and equipment, net ($488 and $494 at March 31, 2012 and
December 31, 2011, respectively, related to VIE)
|
|
24,076
|
|
23,465
|
|
Total assets
|
$
|
34,045
|
$
|
33,249
|
|
(1)
|
As adjusted for the retrospective effect of a change in accounting principle as we discuss in Note 1.
|
||||
(2)
|
Derived from audited financial statements.
|
|
|
|
|
See Notes to Condensed Consolidated Financial Statements.
|
|
|
|
|
SEMPRA ENERGY
|
|||||
CONDENSED CONSOLIDATED BALANCE SHEETS
|
|||||
(Dollars in millions)
|
|||||
|
|
March 31,
|
December 31,
|
||
|
2012
|
2011(1)(2)
|
|||
|
|
(unaudited)
|
|
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
Current liabilities:
|
|
|
|
|
|
Short-term debt
|
$
|
426
|
$
|
449
|
|
Accounts payable — trade
|
|
901
|
|
983
|
|
Accounts payable — other
|
|
112
|
|
124
|
|
Income taxes payable
|
|
53
|
|
5
|
|
Deferred income taxes
|
|
172
|
|
173
|
|
Dividends and interest payable
|
|
297
|
|
219
|
|
Accrued compensation and benefits
|
|
203
|
|
323
|
|
Regulatory balancing accounts — overcollected
|
|
240
|
|
105
|
|
Current portion of long-term debt
|
|
713
|
|
336
|
|
Fixed-price contracts and other derivatives
|
|
92
|
|
92
|
|
Customer deposits
|
|
148
|
|
142
|
|
Reserve for wildfire litigation
|
|
441
|
|
586
|
|
Other
|
|
682
|
|
615
|
|
Total current liabilities
|
|
4,480
|
|
4,152
|
|
Long-term debt ($342 and $345 at March 31, 2012 and December 31, 2011, respectively,
related to VIE)
|
|
10,180
|
|
10,078
|
|
|
|
|
|
|
|
Deferred credits and other liabilities:
|
|
|
|
|
|
Customer advances for construction
|
|
143
|
|
142
|
|
Pension and other postretirement benefit obligations, net of plan assets
|
|
1,373
|
|
1,423
|
|
Deferred income taxes
|
|
1,601
|
|
1,520
|
|
Deferred investment tax credits
|
|
48
|
|
49
|
|
Regulatory liabilities arising from removal obligations
|
|
2,621
|
|
2,551
|
|
Asset retirement obligations
|
|
1,927
|
|
1,905
|
|
Other regulatory liabilities
|
|
80
|
|
87
|
|
Fixed-price contracts and other derivatives
|
|
281
|
|
301
|
|
Deferred credits and other
|
|
862
|
|
784
|
|
Total deferred credits and other liabilities
|
|
8,936
|
|
8,762
|
|
Contingently redeemable preferred stock of subsidiary
|
|
79
|
|
79
|
|
|
|
|
|
|
|
Commitments and contingencies (Note 10)
|
|
|
|
|
|
|
|
|
|
|
|
Equity:
|
|
|
|
|
|
Preferred stock (50 million shares authorized; none issued)
|
|
―
|
|
―
|
|
Common stock (750 million shares authorized; 241 million and 240 million shares
|
|
|
|
|
|
outstanding at March 31, 2012 and December 31, 2011, respectively; no par value)
|
|
2,117
|
|
2,104
|
|
Retained earnings
|
|
8,254
|
|
8,162
|
|
Deferred compensation
|
|
(1)
|
|
(2)
|
|
Accumulated other comprehensive income (loss)
|
|
(418)
|
|
(489)
|
|
Total Sempra Energy shareholders’ equity
|
|
9,952
|
|
9,775
|
|
Preferred stock of subsidiaries
|
|
20
|
|
20
|
|
Other noncontrolling interests
|
|
398
|
|
383
|
|
Total equity
|
|
10,370
|
|
10,178
|
|
Total liabilities and equity
|
$
|
34,045
|
$
|
33,249
|
|
(1)
|
As adjusted for the retrospective effect of a change in accounting principle as we discuss in Note 1.
|
||||
(2)
|
Derived from audited financial statements.
|
|
|
|
|
See Notes to Condensed Consolidated Financial Statements.
|
|
|
|
|
SEMPRA ENERGY
|
|||||||||||
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
|
|||||||||||
(Dollars in millions)
|
|||||||||||
|
|
Three months ended March 31,
|
|||||||||
|
|
2012
|
2011(1)
|
||||||||
|
|
(unaudited)
|
|||||||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
|
|||||||
Net income
|
$
|
251
|
$
|
260
|
|||||||
Adjustments to reconcile net income to net cash provided
|
|
|
|
|
|||||||
by operating activities:
|
|
|
|
|
|||||||
Depreciation and amortization
|
|
257
|
|
230
|
|||||||
Deferred income taxes and investment tax credits
|
|
31
|
|
82
|
|||||||
Equity earnings
|
|
(23)
|
|
(32)
|
|||||||
Fixed-price contracts and other derivatives
|
|
(12)
|
|
(9)
|
|||||||
Other
|
|
14
|
|
(13)
|
|||||||
Net change in other working capital components
|
|
168
|
|
297
|
|||||||
Changes in other assets
|
|
12
|
|
(5)
|
|||||||
Changes in other liabilities
|
|
1
|
|
(5)
|
|||||||
Net cash provided by operating activities
|
|
699
|
|
805
|
|||||||
|
|
|
|
|
|
||||||
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
|
|||||||
Expenditures for property, plant and equipment
|
|
(811)
|
|
(607)
|
|||||||
Expenditures for investments
|
|
(51)
|
|
(4)
|
|||||||
Distributions from investments
|
|
8
|
|
21
|
|||||||
Purchases of nuclear decommissioning and other trust assets
|
|
(134)
|
|
(45)
|
|||||||
Proceeds from sales by nuclear decommissioning and other trusts
|
|
135
|
|
46
|
|||||||
Decrease in restricted cash
|
|
39
|
|
160
|
|||||||
Increase in restricted cash
|
|
(40)
|
|
(320)
|
|||||||
Other
|
|
(5)
|
|
(7)
|
|||||||
Net cash used in investing activities
|
|
(859)
|
|
(756)
|
|||||||
|
|
|
|
|
|
||||||
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
|||||||
Common dividends paid
|
|
(115)
|
|
(94)
|
|||||||
Preferred dividends paid by subsidiaries
|
|
(2)
|
|
(2)
|
|||||||
Issuances of common stock
|
|
13
|
|
15
|
|||||||
Repurchases of common stock
|
|
(16)
|
|
(18)
|
|||||||
Issuances of debt (maturities greater than 90 days)
|
|
1,008
|
|
803
|
|||||||
Payments on debt (maturities greater than 90 days)
|
|
(347)
|
|
(260)
|
|||||||
Decrease in short-term debt, net
|
|
(224)
|
|
(192)
|
|||||||
Other
|
|
(7)
|
|
6
|
|||||||
Net cash provided by financing activities
|
|
310
|
|
258
|
|||||||
|
|
|
|
|
|
||||||
Effect of exchange rate changes on cash and cash equivalents
|
|
2
|
|
―
|
|||||||
|
|
|
|
|
|
||||||
Increase in cash and cash equivalents
|
|
152
|
|
307
|
|||||||
Cash and cash equivalents, January 1
|
|
252
|
|
912
|
|||||||
Cash and cash equivalents, March 31
|
$
|
404
|
$
|
1,219
|
|||||||
(1)
|
As adjusted for the retrospective effect of a change in accounting principle as we discuss in Note 1.
|
||||||||||
See Notes to Condensed Consolidated Financial Statements.
|
|
|
|
|
|||||||
SEMPRA ENERGY
|
||||
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
|
||||
(Dollars in millions)
|
||||
|
Three months ended March 31,
|
|||
|
2012
|
2011
|
||
|
(unaudited)
|
|||
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
|
|
|
|
|
Interest payments, net of amounts capitalized
|
$
|
62
|
$
|
63
|
Income tax payments, net of refunds
|
|
38
|
|
37
|
|
|
|
|
|
SUPPLEMENTAL DISCLOSURE OF NONCASH ACTIVITIES
|
|
|
|
|
Accrued capital expenditures
|
$
|
336
|
$
|
233
|
Dividends declared but not paid
|
|
151
|
|
118
|
See Notes to Condensed Consolidated Financial Statements.
|
SAN DIEGO GAS & ELECTRIC COMPANY
|
||||
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
|
||||
(Dollars in millions)
|
||||
|
|
|||
|
Three months ended March 31,
|
|||
|
2012
|
2011
|
||
|
(unaudited)
|
|||
Operating revenues
|
|
|
|
|
Electric
|
$
|
671
|
$
|
665
|
Natural gas
|
|
163
|
|
175
|
Total operating revenues
|
|
834
|
|
840
|
Operating expenses
|
|
|
|
|
Cost of electric fuel and purchased power
|
|
163
|
|
171
|
Cost of natural gas
|
|
67
|
|
83
|
Operation and maintenance
|
|
268
|
|
273
|
Depreciation and amortization
|
|
112
|
|
103
|
Franchise fees and other taxes
|
|
46
|
|
47
|
Total operating expenses
|
|
656
|
|
677
|
Operating income
|
|
178
|
|
163
|
Other income, net
|
|
30
|
|
16
|
Interest expense
|
|
(36)
|
|
(36)
|
Income before income taxes
|
|
172
|
|
143
|
Income tax expense
|
|
(60)
|
|
(49)
|
Net income
|
|
112
|
|
94
|
Earnings attributable to noncontrolling interest
|
|
(6)
|
|
(4)
|
Earnings
|
|
106
|
|
90
|
Preferred dividend requirements
|
|
(1)
|
|
(1)
|
Earnings attributable to common shares
|
$
|
105
|
$
|
89
|
See Notes to Condensed Consolidated Financial Statements.
|
SAN DIEGO GAS & ELECTRIC COMPANY
|
|||||||||||||
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
|
|||||||||||||
(Dollars in millions)
|
|||||||||||||
|
Three months ended March 31,
|
||||||||||||
|
2012
|
|
2011
|
||||||||||
|
(unaudited)
|
||||||||||||
|
|
Non-
|
|
|
|
Non-
|
|
||||||
|
|
controlling
|
|
|
|
controlling
|
|
||||||
|
SDG&E
|
Interest
|
Total
|
|
SDG&E
|
Interest
|
Total
|
||||||
Net income
|
$
|
106
|
$
|
6
|
$
|
112
|
|
$
|
90
|
$
|
4
|
$
|
94
|
Other comprehensive income, net of tax:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial instruments
|
|
―
|
|
―
|
|
―
|
|
|
―
|
|
1
|
|
1
|
Total other comprehensive income
|
|
―
|
|
―
|
|
―
|
|
|
―
|
|
1
|
|
1
|
Total comprehensive income
|
$
|
106
|
$
|
6
|
$
|
112
|
|
$
|
90
|
$
|
5
|
$
|
95
|
See Notes to Condensed Consolidated Financial Statements.
|
SAN DIEGO GAS & ELECTRIC COMPANY
|
|||||
CONDENSED CONSOLIDATED BALANCE SHEETS
|
|||||
(Dollars in millions)
|
|||||
|
|
March 31,
|
December 31,
|
||
|
|
2012
|
2011(1)
|
||
|
|
(unaudited)
|
|
|
|
ASSETS
|
|
|
|
|
|
Current assets:
|
|
|
|
|
|
Cash and cash equivalents
|
$
|
139
|
$
|
29
|
|
Restricted cash
|
|
18
|
|
21
|
|
Accounts receivable – trade, net
|
|
228
|
|
267
|
|
Accounts receivable – other, net
|
|
23
|
|
23
|
|
Due from unconsolidated affiliates
|
|
1
|
|
67
|
|
Income taxes receivable
|
|
109
|
|
102
|
|
Inventories
|
|
77
|
|
82
|
|
Regulatory balancing accounts, net
|
|
71
|
|
38
|
|
Regulatory assets arising from fixed-price contracts and other derivatives
|
|
81
|
|
67
|
|
Other regulatory assets
|
|
11
|
|
11
|
|
Fixed-price contracts and other derivatives
|
|
28
|
|
27
|
|
Settlement receivable related to wildfire litigation
|
|
5
|
|
10
|
|
Other
|
|
37
|
|
51
|
|
Total current assets
|
|
828
|
|
795
|
|
|
|
|
|
|
|
Other assets:
|
|
|
|
|
|
Restricted cash
|
|
24
|
|
22
|
|
Deferred taxes recoverable in rates
|
|
585
|
|
570
|
|
Regulatory assets arising from fixed-price contracts and other derivatives
|
|
183
|
|
191
|
|
Regulatory assets arising from pension and other postretirement
|
|
|
|
|
|
benefit obligations
|
|
314
|
|
309
|
|
Regulatory assets arising from wildfire litigation costs
|
|
603
|
|
594
|
|
Other regulatory assets
|
|
162
|
|
160
|
|
Nuclear decommissioning trusts
|
|
865
|
|
804
|
|
Income taxes receivable
|
|
104
|
|
―
|
|
Sundry
|
|
73
|
|
70
|
|
Total other assets
|
|
2,913
|
|
2,720
|
|
|
|
|
|
|
|
Property, plant and equipment:
|
|
|
|
|
|
Property, plant and equipment
|
|
13,352
|
|
13,003
|
|
Less accumulated depreciation and amortization
|
|
(3,045)
|
|
(2,963)
|
|
Property, plant and equipment, net ($488 and $494 at March 31, 2012 and
December 31, 2011, respectively, related to VIE)
|
|
10,307
|
|
10,040
|
|
Total assets
|
$
|
14,048
|
$
|
13,555
|
|
(1)
|
Derived from audited financial statements.
|
|
|
|
|
See Notes to Condensed Consolidated Financial Statements.
|
|
|
|
|
SAN DIEGO GAS & ELECTRIC COMPANY
|
|||||
CONDENSED CONSOLIDATED BALANCE SHEETS
|
|||||
(Dollars in millions)
|
|||||
|
|
March 31,
|
December 31,
|
||
|
|
2012
|
2011(1)
|
||
|
|
(unaudited)
|
|
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
Current liabilities:
|
|
|
|
|
|
Accounts payable
|
$
|
305
|
$
|
375
|
|
Due to unconsolidated affiliates
|
|
36
|
|
14
|
|
Deferred income taxes
|
|
59
|
|
62
|
|
Accrued compensation and benefits
|
|
65
|
|
124
|
|
Current portion of long-term debt
|
|
19
|
|
19
|
|
Fixed-price contracts and other derivatives
|
|
59
|
|
55
|
|
Customer deposits
|
|
67
|
|
62
|
|
Reserve for wildfire litigation
|
|
441
|
|
586
|
|
Other
|
|
202
|
|
139
|
|
Total current liabilities
|
|
1,253
|
|
1,436
|
|
Long-term debt ($342 and $345 at March 31, 2012 and December 31, 2011,
respectively, related to VIE)
|
|
4,303
|
|
4,058
|
|
|
|
|
|
|
|
Deferred credits and other liabilities:
|
|
|
|
|
|
Customer advances for construction
|
|
19
|
|
20
|
|
Pension and other postretirement benefit obligations, net of plan assets
|
|
347
|
|
342
|
|
Deferred income taxes
|
|
1,337
|
|
1,167
|
|
Deferred investment tax credits
|
|
25
|
|
26
|
|
Regulatory liabilities arising from removal obligations
|
|
1,527
|
|
1,462
|
|
Asset retirement obligations
|
|
704
|
|
693
|
|
Fixed-price contracts and other derivatives
|
|
232
|
|
243
|
|
Deferred credits and other
|
|
270
|
|
188
|
|
Total deferred credits and other liabilities
|
|
4,461
|
|
4,141
|
|
Contingently redeemable preferred stock
|
|
79
|
|
79
|
|
|
|
|
|
|
|
Commitments and contingencies (Note 10)
|
|
|
|
|
|
|
|
|
|
|
|
Equity:
|
|
|
|
|
|
Common stock (255 million shares authorized; 117 million shares outstanding;
|
|
|
|
|
|
no par value)
|
|
1,338
|
|
1,338
|
|
Retained earnings
|
|
2,516
|
|
2,411
|
|
Accumulated other comprehensive income (loss)
|
|
(10)
|
|
(10)
|
|
Total SDG&E shareholder's equity
|
|
3,844
|
|
3,739
|
|
Noncontrolling interest
|
|
108
|
|
102
|
|
Total equity
|
|
3,952
|
|
3,841
|
|
Total liabilities and equity
|
$
|
14,048
|
$
|
13,555
|
|
(1)
|
Derived from audited financial statements.
|
|
|
|
|
See Notes to Condensed Consolidated Financial Statements.
|
|
|
|
|
SAN DIEGO GAS & ELECTRIC COMPANY
|
||||
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
|
||||
(Dollars in millions)
|
||||
|
Three months ended
March 31,
|
|||
|
2012
|
2011
|
||
|
(unaudited)
|
|||
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
|
Net income
|
$
|
112
|
$
|
94
|
Adjustments to reconcile net income to net cash provided by
|
|
|
|
|
operating activities:
|
|
|
|
|
Depreciation and amortization
|
|
112
|
|
103
|
Deferred income taxes and investment tax credits
|
|
152
|
|
75
|
Fixed price contracts and other derivatives
|
|
(3)
|
|
(4)
|
Other
|
|
(27)
|
|
(12)
|
Net change in other working capital components
|
|
(85)
|
|
241
|
Changes in other assets
|
|
8
|
|
7
|
Changes in other liabilities
|
|
(3)
|
|
(3)
|
Net cash provided by operating activities
|
|
266
|
|
501
|
|
|
|
|
|
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
|
Expenditures for property, plant and equipment
|
|
(398)
|
|
(348)
|
Purchases of nuclear decommissioning trust assets
|
|
(133)
|
|
(44)
|
Proceeds from sales by nuclear decommissioning trusts
|
|
131
|
|
42
|
Decrease in restricted cash
|
|
37
|
|
109
|
Increase in restricted cash
|
|
(36)
|
|
(311)
|
Net cash used in investing activities
|
|
(399)
|
|
(552)
|
|
|
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
Capital contribution
|
|
―
|
|
200
|
Preferred dividends paid
|
|
(1)
|
|
(1)
|
Issuance of long-term debt
|
|
249
|
|
―
|
Payments on long-term debt
|
|
(3)
|
|
(3)
|
Other
|
|
(2)
|
|
―
|
Net cash provided by financing activities
|
|
243
|
|
196
|
|
|
|
|
|
Increase in cash and cash equivalents
|
|
110
|
|
145
|
Cash and cash equivalents, January 1
|
|
29
|
|
127
|
Cash and cash equivalents, March 31
|
$
|
139
|
$
|
272
|
|
|
|
|
|
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
|
|
|
|
|
Interest payments, net of amounts capitalized
|
$
|
17
|
$
|
17
|
Income tax (refunds) payments, net
|
|
(62)
|
|
24
|
|
|
|
|
|
SUPPLEMENTAL DISCLOSURE OF NONCASH ACTIVITIES
|
|
|
|
|
Accrued capital expenditures
|
$
|
134
|
$
|
145
|
Dividends declared but not paid
|
|
1
|
|
1
|
See Notes to Condensed Consolidated Financial Statements.
|
SOUTHERN CALIFORNIA GAS COMPANY AND SUBSIDIARIES
|
||||
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
|
||||
(Dollars in millions)
|
||||
|
|
|||
|
Three months ended March 31,
|
|||
|
2012
|
2011
|
||
|
(unaudited)
|
|||
|
|
|
|
|
Operating revenues
|
$
|
880
|
$
|
1,056
|
Operating expenses
|
|
|
|
|
Cost of natural gas
|
|
349
|
|
531
|
Operation and maintenance
|
|
289
|
|
288
|
Depreciation and amortization
|
|
87
|
|
81
|
Franchise fees and other taxes
|
|
36
|
|
37
|
Total operating expenses
|
|
761
|
|
937
|
Operating income
|
|
119
|
|
119
|
Other income, net
|
|
4
|
|
3
|
Interest expense
|
|
(17)
|
|
(17)
|
Income before income taxes
|
|
106
|
|
105
|
Income tax expense
|
|
(40)
|
|
(37)
|
Net income/Earnings attributable to common shares
|
$
|
66
|
$
|
68
|
See Notes to Condensed Consolidated Financial Statements.
|
SOUTHERN CALIFORNIA GAS COMPANY AND SUBSIDIARIES
|
|||||
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
|
|||||
(Dollars in millions)
|
|||||
|
Three months ended March 31,
|
||||
|
2012
|
|
2011
|
||
|
(unaudited)
|
||||
Net income
|
$
|
66
|
|
$
|
68
|
Total other comprehensive income, net of tax
|
|
―
|
|
|
―
|
Comprehensive income attributable to common and preferred shareholders
|
$
|
66
|
|
$
|
68
|
See Notes to Condensed Consolidated Financial Statements.
|
SOUTHERN CALIFORNIA GAS COMPANY AND SUBSIDIARIES
|
|||||
CONDENSED CONSOLIDATED BALANCE SHEETS
|
|||||
(Dollars in millions)
|
|||||
|
|
March 31,
|
December 31,
|
||
|
|
2012
|
2011(1)
|
||
|
|
(unaudited)
|
|
|
|
ASSETS
|
|
|
|
|
|
Current assets:
|
|
|
|
|
|
Cash and cash equivalents
|
$
|
70
|
$
|
36
|
|
Accounts receivable – trade, net
|
|
457
|
|
578
|
|
Accounts receivable – other, net
|
|
70
|
|
63
|
|
Due from unconsolidated affiliates
|
|
229
|
|
40
|
|
Income taxes receivable
|
|
―
|
|
17
|
|
Inventories
|
|
42
|
|
151
|
|
Regulatory assets
|
|
7
|
|
9
|
|
Temporary LIFO liquidation
|
|
32
|
|
―
|
|
Other
|
|
26
|
|
28
|
|
Total current assets
|
|
933
|
|
922
|
|
|
|
|
|
|
|
Other assets:
|
|
|
|
|
|
Regulatory assets arising from pension and other postretirement
|
|
|
|
|
|
benefit obligations
|
|
751
|
|
808
|
|
Other regulatory assets
|
|
138
|
|
137
|
|
Sundry
|
|
8
|
|
8
|
|
Total other assets
|
|
897
|
|
953
|
|
|
|
|
|
|
|
Property, plant and equipment:
|
|
|
|
|
|
Property, plant and equipment
|
|
10,679
|
|
10,565
|
|
Less accumulated depreciation and amortization
|
|
(4,017)
|
|
(3,965)
|
|
Property, plant and equipment, net
|
|
6,662
|
|
6,600
|
|
Total assets
|
$
|
8,492
|
$
|
8,475
|
|
(1)
|
Derived from audited financial statements.
|
||||
See Notes to Condensed Consolidated Financial Statements.
|
SOUTHERN CALIFORNIA GAS COMPANY AND SUBSIDIARIES
|
|||||
CONDENSED CONSOLIDATED BALANCE SHEETS
|
|||||
(Dollars in millions)
|
|||||
|
|
March 31,
|
December 31,
|
||
|
|
2012
|
2011(1)
|
||
|
|
(unaudited)
|
|
|
|
LIABILITIES AND SHAREHOLDERS' EQUITY
|
|
|
|
|
|
Current liabilities:
|
|
|
|
|
|
Accounts payable – trade
|
$
|
195
|
$
|
315
|
|
Accounts payable – other
|
|
73
|
|
78
|
|
Due to unconsolidated affiliate
|
|
―
|
|
2
|
|
Income taxes payable
|
|
5
|
|
―
|
|
Deferred income taxes
|
|
44
|
|
44
|
|
Accrued compensation and benefits
|
|
82
|
|
99
|
|
Regulatory balancing accounts, net
|
|
240
|
|
105
|
|
Current portion of long-term debt
|
|
256
|
|
257
|
|
Customer deposits
|
|
76
|
|
75
|
|
Other
|
|
197
|
|
172
|
|
Total current liabilities
|
|
1,168
|
|
1,147
|
|
Long-term debt
|
|
1,063
|
|
1,064
|
|
Deferred credits and other liabilities:
|
|
|
|
|
|
Customer advances for construction
|
|
111
|
|
110
|
|
Pension and other postretirement benefit obligations, net of plan assets
|
|
778
|
|
833
|
|
Deferred income taxes
|
|
599
|
|
576
|
|
Deferred investment tax credits
|
|
22
|
|
23
|
|
Regulatory liabilities arising from removal obligations
|
|
1,080
|
|
1,075
|
|
Asset retirement obligations
|
|
1,173
|
|
1,161
|
|
Deferred taxes refundable in rates
|
|
80
|
|
87
|
|
Deferred credits and other
|
|
209
|
|
206
|
|
Total deferred credits and other liabilities
|
|
4,052
|
|
4,071
|
|
|
|
|
|
|
|
Commitments and contingencies (Note 10)
|
|
|
|
|
|
|
|
|
|
|
|
Shareholders' equity:
|
|
|
|
|
|
Preferred stock
|
|
22
|
|
22
|
|
Common stock (100 million shares authorized; 91 million shares outstanding;
|
|
|
|
|
|
no par value)
|
|
866
|
|
866
|
|
Retained earnings
|
|
1,342
|
|
1,326
|
|
Accumulated other comprehensive income (loss)
|
|
(21)
|
|
(21)
|
|
Total shareholders' equity
|
|
2,209
|
|
2,193
|
|
Total liabilities and shareholders' equity
|
$
|
8,492
|
$
|
8,475
|
|
(1)
|
Derived from audited financial statements.
|
||||
See Notes to Condensed Consolidated Financial Statements.
|
SOUTHERN CALIFORNIA GAS COMPANY AND SUBSIDIARIES
|
||||
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
|
||||
(Dollars in millions)
|
||||
|
Three months ended March 31,
|
|||
|
2012
|
2011
|
||
|
(unaudited)
|
|||
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
|
Net income
|
$
|
66
|
$
|
68
|
Adjustments to reconcile net income to net cash provided by
|
|
|
|
|
operating activities:
|
|
|
|
|
Depreciation and amortization
|
|
87
|
|
81
|
Deferred income taxes and investment tax credits
|
|
14
|
|
48
|
Other
|
|
(1)
|
|
(2)
|
Net change in other working capital components
|
|
280
|
|
168
|
Changes in other assets
|
|
3
|
|
12
|
Changes in other liabilities
|
|
―
|
|
(4)
|
Net cash provided by operating activities
|
|
449
|
|
371
|
|
|
|
|
|
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
|
Expenditures for property, plant and equipment
|
|
(165)
|
|
(168)
|
Increase in loans to affiliates, net
|
|
(200)
|
|
(287)
|
Net cash used in investing activities
|
|
(365)
|
|
(455)
|
|
|
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
Common dividends paid
|
|
(50)
|
|
(50)
|
Payment of long-term debt
|
|
―
|
|
(250)
|
Net cash used in financing activities
|
|
(50)
|
|
(300)
|
|
|
|
|
|
Increase (decrease) in cash and cash equivalents
|
|
34
|
|
(384)
|
Cash and cash equivalents, January 1
|
|
36
|
|
417
|
Cash and cash equivalents, March 31
|
$
|
70
|
$
|
33
|
|
|
|
|
|
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
|
|
|
|
|
Interest payments, net of amounts capitalized
|
$
|
5
|
$
|
8
|
Income tax refunds, net
|
|
17
|
|
14
|
|
|
|
|
|
SUPPLEMENTAL DISCLOSURE OF NONCASH ACTIVITIES
|
|
|
|
|
Accrued capital expenditures
|
$
|
64
|
$
|
76
|
See Notes to Condensed Consolidated Financial Statements.
|
§
|
San Diego Gas & Electric Company (SDG&E) and Southern California Gas Company (SoCalGas);
|
§
|
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.
|
EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE
|
|
|
|
|
|
||
(Dollars in millions, except per share amounts)
|
|
|
|
|
|
||
|
|
Three months ended March 31, 2011
|
|||||
|
|
|
As
|
|
|
|
|
|
|
|
Originally
|
|
|
|
Retrospectively
|
Sempra Energy Consolidated
|
Reported
|
|
Adjustments
|
|
Adjusted
|
||
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
|
|
|
|
|
|
||
Depreciation and amortization
|
$
|
231
|
$
|
(1)
|
$
|
230
|
|
Income before income taxes and equity earnings
|
|
|
|
|
|
|
|
of certain unconsolidated subsidiaries
|
|
342
|
|
1
|
|
343
|
|
Income tax expense
|
|
109
|
|
5
|
|
114
|
|
Net income
|
|
264
|
|
(4)
|
|
260
|
|
Earnings
|
|
258
|
|
(4)
|
|
254
|
|
|
|
|
|
|
|
|
|
Basic earnings per common share
|
$
|
1.07
|
$
|
(0.01)
|
$
|
1.06
|
|
Diluted earnings per common share
|
$
|
1.07
|
$
|
(0.02)
|
$
|
1.05
|
|
|
|
|
|
|
|
|
|
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
|
|
|
|
|
|
||
Net income
|
$
|
264
|
$
|
(4)
|
$
|
260
|
|
Adjustments to reconcile net income to net cash provided by
|
|
|
|
|
|
|
|
operating activities:
|
|
|
|
|
|
|
|
Depreciation and amortization
|
|
231
|
|
(1)
|
|
230
|
|
Deferred income taxes and investment tax credits
|
|
88
|
|
(6)
|
|
82
|
|
Net change in other working capital components (income taxes)
|
|
286
|
|
11
|
|
297
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2011
|
|||||
|
|
|
As
|
|
|
|
|
|
|
|
Originally
|
|
|
|
Retrospectively
|
|
|
|
Reported
|
|
Adjustments
|
|
Adjusted
|
CONDENSED CONSOLIDATED BALANCE SHEET
|
|
|
|
|
|
||
Property, plant and equipment
|
$
|
31,303
|
$
|
(111)
|
$
|
31,192
|
|
Less accumulated depreciation and amortization
|
|
(7,731)
|
|
4
|
|
(7,727)
|
|
Property, plant and equipment, net
|
$
|
23,572
|
$
|
(107)
|
$
|
23,465
|
|
|
|
|
|
|
|
|
|
Income taxes payable
|
$
|
16
|
$
|
(11)
|
$
|
5
|
|
Deferred income taxes, noncurrent liability
|
|
1,554
|
|
(34)
|
|
1,520
|
|
Deferred credits and other
|
|
783
|
|
1
|
|
784
|
|
Retained earnings(1)
|
|
8,225
|
|
(63)
|
|
8,162
|
|
(1)
|
Adjustment includes the cumulative effect of the change in accounting principle of reductions in net income and earnings of $26 million, $30 million, a negligible amount, and $7 million for the years ended December 31, 2011, 2010, 2009 and 2008, respectively.
|
§
|
quantitative information about the unobservable inputs
|
§
|
a description of the valuation process
|
§
|
a qualitative discussion about the sensitivity of the measurements
|
|
|
Three months ended
|
|
(Dollars in millions)
|
March 31, 2011
|
||
Revenues
|
$
|
2,777
|
|
Earnings
|
|
279
|
§
|
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)
|
|||||||
|
|
|
|
Three months ended March 31,
|
|||
|
|
|
2012
|
2011
|
|||
|
|
|
|
|
|||
Operating revenues
|
|
|
|
|
|||
Electric
|
|
|
$
|
―
|
$
|
―
|
|
Natural gas
|
|
|
|
―
|
|
―
|
|
Total operating revenues
|
|
|
|
―
|
|
―
|
|
Operating expenses
|
|
|
|
|
|||
Cost of electric fuel and purchased power
|
|
(19)
|
|
(17)
|
|||
Operation and maintenance
|
4
|
|
4
|
||||
Depreciation and amortization
|
|
|
|
6
|
|
6
|
|
Total operating expenses
|
|
|
|
(9)
|
|
(7)
|
|
Operating income
|
|
|
|
9
|
|
7
|
|
Interest expense
|
|
|
|
(3)
|
|
(3)
|
|
Income before income taxes/Net income
|
|
6
|
|
4
|
|||
Earnings attributable to noncontrolling interest
|
|
(6)
|
|
(4)
|
|||
Earnings
|
$
|
―
|
$
|
―
|
GOODWILL
|
|
|
|
|
|
|
|
|
|
(Dollars in millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
Sempra
|
|
|
|
|
|
|
|
|
|
South American
|
|
Sempra
|
|
Sempra
|
|
|
|
|
|
Utilities
|
|
Mexico
|
|
Natural Gas
|
|
Total
|
Balance as of December 31, 2011
|
$
|
949
|
$
|
25
|
$
|
62
|
$
|
1,036
|
|
Foreign currency translation(1)
|
|
35
|
|
―
|
|
―
|
|
35
|
|
Balance at March 31, 2012
|
$
|
984
|
$
|
25
|
$
|
62
|
$
|
1,071
|
|
(1)
|
We record the offset of this fluctuation to other comprehensive income.
|
|
|
NET PERIODIC BENEFIT COST – SEMPRA ENERGY CONSOLIDATED
|
||||||||
(Dollars in millions)
|
||||||||
|
Pension Benefits
|
Other Postretirement Benefits
|
||||||
|
Three months ended March 31,
|
Three months ended March 31,
|
||||||
|
2012
|
2011
|
2012
|
2011
|
||||
Service cost
|
$
|
23
|
$
|
22
|
$
|
8
|
$
|
7
|
Interest cost
|
|
41
|
|
43
|
|
14
|
|
17
|
Expected return on assets
|
|
(39)
|
|
(37)
|
|
(13)
|
|
(12)
|
Amortization of:
|
|
|
|
|
|
|
|
|
Prior service cost
|
|
1
|
|
1
|
|
―
|
|
―
|
Actuarial loss
|
|
12
|
|
9
|
|
3
|
|
4
|
Regulatory adjustment
|
|
(30)
|
|
(29)
|
|
3
|
|
2
|
Total net periodic benefit cost
|
$
|
8
|
$
|
9
|
$
|
15
|
$
|
18
|
|
|
|
|
|
NET PERIODIC BENEFIT COST – SDG&E
|
||||||||
(Dollars in millions)
|
||||||||
|
Pension Benefits
|
Other Postretirement Benefits
|
||||||
|
Three months ended March 31,
|
Three months ended March 31,
|
||||||
|
2012
|
2011
|
2012
|
2011
|
||||
Service cost
|
$
|
7
|
$
|
7
|
$
|
2
|
$
|
2
|
Interest cost
|
|
12
|
|
13
|
|
2
|
|
2
|
Expected return on assets
|
|
(12)
|
|
(12)
|
|
(1)
|
|
(2)
|
Amortization of:
|
|
|
|
|
|
|
|
|
Prior service cost
|
|
―
|
|
1
|
|
1
|
|
1
|
Actuarial loss
|
|
4
|
|
2
|
|
―
|
|
―
|
Regulatory adjustment
|
|
(10)
|
|
(9)
|
|
―
|
|
1
|
Total net periodic benefit cost
|
$
|
1
|
$
|
2
|
$
|
4
|
$
|
4
|
NET PERIODIC BENEFIT COST – SOCALGAS
|
||||||||
(Dollars in millions)
|
||||||||
|
Pension Benefits
|
Other Postretirement Benefits
|
||||||
|
Three months ended March 31,
|
Three months ended March 31,
|
||||||
|
2012
|
2011
|
2012
|
2011
|
||||
Service cost
|
$
|
13
|
$
|
12
|
$
|
5
|
$
|
5
|
Interest cost
|
|
25
|
|
25
|
|
11
|
|
13
|
Expected return on assets
|
|
(24)
|
|
(22)
|
|
(11)
|
|
(10)
|
Amortization of:
|
|
|
|
|
|
|
|
|
Prior service cost (credit)
|
|
1
|
|
1
|
|
(1)
|
|
(1)
|
Actuarial loss
|
|
6
|
|
4
|
|
3
|
|
5
|
Regulatory adjustment
|
|
(20)
|
|
(20)
|
|
3
|
|
1
|
Total net periodic benefit cost
|
$
|
1
|
$
|
―
|
$
|
10
|
$
|
13
|
|
Sempra Energy
|
|
|
|||
(Dollars in millions)
|
Consolidated
|
SDG&E
|
SoCalGas
|
|||
Contributions through March 31, 2012:
|
|
|
|
|
|
|
Pension plans
|
$
|
10
|
$
|
―
|
$
|
2
|
Other postretirement benefit plans
|
|
15
|
|
4
|
|
10
|
Total expected contributions in 2012:
|
|
|
|
|
|
|
Pension plans
|
$
|
218
|
$
|
67
|
$
|
113
|
Other postretirement benefit plans
|
|
46
|
|
14
|
|
27
|
EARNINGS PER SHARE COMPUTATIONS
|
|||||
(Dollars in millions, except per share amounts; shares in thousands)
|
|||||
|
|
Three months ended March 31,
|
|||
|
|
2012
|
2011(1)
|
||
Numerator:
|
|
|
|
|
|
Earnings/Income attributable to common shareholders
|
$
|
236
|
$
|
254
|
|
|
|
|
|
|
|
Denominator:
|
|
|
|
|
|
Weighted-average common shares outstanding for basic EPS
|
|
240,566
|
|
240,128
|
|
Dilutive effect of stock options, restricted stock awards and restricted stock units
|
|
3,195
|
|
1,775
|
|
Weighted-average common shares outstanding for diluted EPS
|
|
243,761
|
|
241,903
|
|
|
|
|
|
|
|
Earnings per share:
|
|
|
|
|
|
Basic
|
$
|
0.98
|
$
|
1.06
|
|
Diluted
|
$
|
0.97
|
$
|
1.05
|
|
(1)
|
As adjusted for the retrospective effect of a change in accounting principle as we discuss in Note 1.
|
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 shares that become subject to the same vesting conditions as the restricted stock units to which the dividends relate.
|
CAPITALIZED FINANCING COSTS
|
||||
(Dollars in millions)
|
||||
|
Three months ended March 31,
|
|||
|
2012
|
2011
|
||
Sempra Energy Consolidated:
|
|
|
|
|
AFUDC related to debt
|
$
|
14
|
$
|
8
|
AFUDC related to equity
|
|
35
|
|
19
|
Other capitalized financing costs
|
|
11
|
|
6
|
Total Sempra Energy Consolidated
|
$
|
60
|
$
|
33
|
SDG&E:
|
|
|
|
|
AFUDC related to debt
|
$
|
12
|
$
|
6
|
AFUDC related to equity
|
|
29
|
|
15
|
Total SDG&E
|
$
|
41
|
$
|
21
|
SoCalGas:
|
|
|
|
|
AFUDC related to debt
|
$
|
2
|
$
|
2
|
AFUDC related to equity
|
|
6
|
|
4
|
Total SoCalGas
|
$
|
8
|
$
|
6
|
INCOME TAX EXPENSE (BENEFIT) ASSOCIATED WITH OTHER COMPREHENSIVE INCOME
|
||||||||||||||
(Dollars in millions)
|
||||||||||||||
|
|
Three months ended March 31,
|
||||||||||||
|
|
2012
|
|
2011
|
||||||||||
|
|
|
Non-
|
|
|
|
Non-
|
|
||||||
|
|
Sempra
|
controlling
|
|
|
Sempra
|
controlling
|
|
||||||
|
|
Energy
|
Interests
|
Total
|
|
Energy
|
Interests
|
Total
|
||||||
Sempra Energy Consolidated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net actuarial gain
|
$
|
1
|
$
|
―
|
$
|
1
|
|
$
|
1
|
$
|
―
|
$
|
1
|
|
Financial instruments
|
|
3
|
|
―
|
|
3
|
|
|
1
|
|
―
|
|
1
|
SHAREHOLDERS’ EQUITY AND NONCONTROLLING INTERESTS
|
||||||
(Dollars in millions)
|
||||||
|
|
Sempra
|
|
|
|
|
|
|
Energy
|
|
Non-
|
|
|
|
|
Shareholders’
|
|
controlling
|
|
Total
|
|
|
Equity
|
|
Interests
|
|
Equity
|
Balance at December 31, 2011
|
$
|
9,775
|
$
|
403
|
$
|
10,178
|
Comprehensive income
|
|
309
|
|
17
|
|
326
|
Preferred dividends of subsidiaries
|
|
(2)
|
|
―
|
|
(2)
|
Share-based compensation expense
|
|
11
|
|
―
|
|
11
|
Common stock dividends declared
|
|
(144)
|
|
―
|
|
(144)
|
Issuance of common stock
|
|
13
|
|
―
|
|
13
|
Repurchase of common stock
|
|
(16)
|
|
―
|
|
(16)
|
Common stock released from ESOP
|
|
6
|
|
―
|
|
6
|
Distributions to noncontrolling interests
|
|
―
|
|
(2)
|
|
(2)
|
Balance at March 31, 2012
|
$
|
9,952
|
$
|
418
|
$
|
10,370
|
Balance at December 31, 2010
|
$
|
8,990
|
$
|
211
|
$
|
9,201
|
Comprehensive income
|
|
254
|
|
5
|
|
259
|
Preferred dividends of subsidiaries
|
|
(2)
|
|
―
|
|
(2)
|
Share-based compensation expense
|
|
11
|
|
―
|
|
11
|
Common stock dividends declared
|
|
(115)
|
|
―
|
|
(115)
|
Issuance of common stock
|
|
15
|
|
―
|
|
15
|
Tax benefit related to share-based compensation
|
|
2
|
|
―
|
|
2
|
Repurchase of common stock
|
|
(17)
|
|
―
|
|
(17)
|
Common stock released from ESOP
|
|
7
|
|
―
|
|
7
|
Equity contributed by noncontrolling interests
|
|
―
|
|
1
|
|
1
|
Balance at March 31, 2011
|
$
|
9,145
|
$
|
217
|
$
|
9,362
|
SHAREHOLDER’S EQUITY AND NONCONTROLLING INTEREST
|
||||||
(Dollars in millions)
|
||||||
|
|
SDG&E
|
|
Non-
|
|
|
|
|
Shareholder’s
|
|
controlling
|
|
Total
|
|
|
Equity
|
|
Interest
|
|
Equity
|
Balance at December 31, 2011
|
$
|
3,739
|
$
|
102
|
$
|
3,841
|
Comprehensive income
|
|
106
|
|
6
|
|
112
|
Preferred stock dividends declared
|
|
(1)
|
|
―
|
|
(1)
|
Balance at March 31, 2012
|
$
|
3,844
|
$
|
108
|
$
|
3,952
|
Balance at December 31, 2010
|
$
|
3,108
|
$
|
113
|
$
|
3,221
|
Comprehensive income
|
|
90
|
|
5
|
|
95
|
Preferred stock dividends declared
|
|
(1)
|
|
―
|
|
(1)
|
Capital contribution
|
|
200
|
|
―
|
|
200
|
Equity contributed by noncontrolling interest
|
|
―
|
|
1
|
|
1
|
Balance at March 31, 2011
|
$
|
3,397
|
$
|
119
|
$
|
3,516
|
OWNERSHIP INTERESTS HELD BY OTHERS
|
|
|
|||||
(Dollars in millions)
|
|
|
|||||
|
|
Percent Ownership Held by Others
|
|
|
March 31, 2012
|
|
December 31, 2011
|
Bay Gas Storage, Ltd.(1)
|
9
|
%
|
$
|
18
|
$
|
17
|
|
Southern Gas Transmission Company(1)
|
49
|
|
|
1
|
|
1
|
|
Liberty Gas Storage, LLC(1)
|
25
|
|
|
9
|
|
9
|
|
Tecsur
|
10
|
|
|
3
|
|
4
|
|
Luz del Sur
|
20
|
|
|
222
|
|
216
|
|
Chilquinta Energía subsidiaries
|
15 - 43
|
|
|
37
|
|
34
|
|
Otay Mesa VIE (at SDG&E)
|
100
|
|
|
108
|
|
102
|
|
Total Sempra Energy
|
|
|
$
|
398
|
$
|
383
|
|
(1)
|
Part of Sempra Natural Gas.
|
AMOUNTS DUE TO AND FROM AFFILIATES AT SDG&E AND SOCALGAS
|
||||||
(Dollars in millions)
|
||||||
|
|
March 31,
|
|
December 31,
|
||
|
2012
|
|
2011
|
|||
SDG&E
|
|
|
|
|
|
|
Current:
|
|
|
|
|
|
|
Due from SoCalGas
|
$
|
―
|
|
$
|
2
|
|
Due from various affiliates
|
|
1
|
|
|
65
|
|
|
$
|
1
|
|
$
|
67
|
|
|
|
|
|
|
|
|
Due to Sempra Energy
|
$
|
25
|
|
$
|
14
|
|
Due to SoCalGas
|
|
11
|
|
|
―
|
|
|
$
|
36
|
|
$
|
14
|
|
|
|
|
|
|
|
|
Income taxes due from Sempra Energy(1)
|
$
|
85
|
|
$
|
97
|
|
|
|
|
|
|
|
|
SoCalGas
|
|
|
|
|
|
|
Current:
|
|
|
|
|
|
|
Due from Sempra Energy
|
$
|
218
|
|
$
|
23
|
|
Due from SDG&E
|
|
11
|
|
|
―
|
|
Due from various affiliates
|
|
―
|
|
|
17
|
|
|
|
$
|
229
|
|
$
|
40
|
|
|
|
|
|
|
|
Due to SDG&E
|
$
|
―
|
|
$
|
2
|
|
|
|
|
|
|
|
|
Income taxes due (to) from Sempra Energy(1)
|
$
|
(9)
|
|
$
|
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)
|
||||
|
|
|||
|
Three months ended March 31,
|
|||
|
2012
|
2011
|
||
SDG&E
|
$
|
2
|
$
|
2
|
SoCalGas
|
|
15
|
|
13
|
AMOUNTS RECORDED FOR TRANSACTIONS
|
||||
WITH RBS SEMPRA COMMODITIES
|
||||
(Dollars in millions)
|
||||
|
|
Three months ended March 31, 2011
|
||
Revenues:
|
|
|
|
|
Sempra Mexico
|
$
|
|
33
|
|
Sempra Natural Gas
|
|
|
12
|
|
|
|
|
|
|
Cost of natural gas:
|
|
|
|
|
Sempra Mexico
|
$
|
|
58
|
|
Sempra Natural Gas
|
|
|
3
|
OTHER INCOME, NET
|
|||||
(Dollars in millions)
|
|||||
|
|
Three months ended March 31,
|
|||
|
|
2012
|
2011
|
||
Sempra Energy Consolidated:
|
|
|
|
|
|
Allowance for equity funds used during construction
|
$
|
35
|
$
|
19
|
|
Investment gains(1)
|
|
19
|
|
8
|
|
Gains on interest rate and foreign exchange instruments, net
|
|
11
|
|
10
|
|
Regulatory interest, net(2)
|
|
1
|
|
―
|
|
Sundry, net
|
|
9
|
|
6
|
|
Total
|
$
|
75
|
$
|
43
|
|
SDG&E:
|
|
|
|
|
|
Allowance for equity funds used during construction
|
$
|
29
|
$
|
15
|
|
Regulatory interest, net(2)
|
|
1
|
|
―
|
|
Sundry, net
|
|
―
|
|
1
|
|
Total
|
$
|
30
|
$
|
16
|
|
SoCalGas:
|
|
|
|
|
|
Allowance for equity funds used during construction
|
$
|
6
|
$
|
4
|
|
Sundry, net
|
|
(2)
|
|
(1)
|
|
Total
|
$
|
4
|
$
|
3
|
|
(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)
|
Interest on regulatory balancing accounts.
|
|
|
|
|
INCOME TAX EXPENSE AND EFFECTIVE INCOME TAX RATES
|
|||||||||||
(Dollars in millions)
|
|||||||||||
|
|
|
Three months ended March 31,
|
||||||||
|
|
|
2012
|
|
2011
|
||||||
|
|
|
Income Tax
|
|
Effective Income
|
|
|
Income Tax
|
|
Effective Income
|
|
|
|
|
Expense
|
|
Tax Rate
|
|
|
Expense
|
|
Tax Rate
|
|
Sempra Energy Consolidated
|
$
|
117
|
|
33
|
%
|
$
|
114
|
|
33
|
%
|
|
SDG&E
|
|
60
|
|
35
|
|
|
49
|
|
34
|
|
|
SoCalGas
|
|
40
|
|
38
|
|
|
37
|
|
35
|
|
§
|
higher income tax expense in 2012 due to Mexican currency translation adjustments;
|
§
|
lower deductions for self-developed software costs; and
|
§
|
lower favorable adjustments related to prior years’ income tax issues; offset by
|
§
|
lower book depreciation over income tax depreciation related to a certain portion of utility plant fixed assets; and
|
§
|
higher planned renewable energy income tax credits and deferred income tax benefits related to renewable energy projects.
|
§
|
lower deductions for self-developed software costs; and
|
§
|
lower exclusions from taxable income of the equity portion of AFUDC; offset by
|
§
|
lower book depreciation over income tax depreciation related to a certain portion of utility plant fixed assets; and
|
§
|
the impact of Otay Mesa VIE, as we discuss below.
|
§
|
lower deductions for self-developed software costs; and
|
§
|
unfavorable adjustments related to prior years’ income tax issues in 2012 versus favorable adjustments in 2011; offset by
|
§
|
lower book depreciation over income tax depreciation related to a certain portion of utility plant fixed assets.
|
§
|
the equity portion of AFUDC
|
§
|
cost of removal of utility plant assets
|
§
|
self-developed software costs
|
§
|
depreciation on a certain portion of utility plant assets
|
§
|
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 Condensed 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 Condensed Consolidated Statements of Operations.
|
§
|
Sempra Mexico uses natural gas derivatives and Sempra Natural Gas uses natural gas and electricity derivatives to market energy commodities and optimize the earnings of their natural gas power plants. Gains and losses associated with these undesignated derivatives are recognized in Energy-Related Businesses Revenues or in Cost of Natural Gas, Electric Fuel and Purchased Power on the Condensed Consolidated Statements of Operations.
|
§
|
Sempra Mexico and Sempra Natural Gas use natural gas derivatives to market energy commodities and optimize the earnings of our liquefied natural gas (LNG) business and Sempra Natural Gas’ natural gas storage and transportation assets and LNG assets. These derivatives are undesignated, and their impact on earnings is recorded in Energy-Related Businesses Revenues on the Condensed Consolidated Statements of Operations. 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 Condensed 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.
|
|
|
|
|
|
|
Segment and Commodity
|
March 31, 2012
|
December 31, 2011
|
|
||
California Utilities:
|
|
|
|
||
SDG&E:
|
|
|
|
||
Natural gas
|
32 million MMBtu
|
35 million MMBtu
|
(1)
|
||
Congestion revenue rights
|
17 million MWh
|
19 million MWh
|
(2)
|
||
|
|
|
|
|
|
Energy-Related Businesses:
|
|
|
|
||
Sempra Natural Gas:
|
|
|
|
||
Electric power
|
4 million MWh
|
5 million MWh
|
|
||
Natural gas
|
15 million MMBtu
|
20 million MMBtu
|
|
||
Sempra Mexico - natural gas
|
1 million MMBtu
|
1 million MMBtu
|
|
||
(1)
|
Million British thermal units
|
|
|
||
(2)
|
Megawatt hours
|
|
|
|
|
March 31, 2012
|
December 31, 2011
|
||||
(Dollars in millions)
|
Notional Debt
|
Maturities
|
Notional Debt
|
Maturities
|
|||
Sempra Energy Consolidated(1)
|
$
|
15-305
|
2013-2019
|
$
|
15-305
|
2013-2019
|
|
SDG&E(1)
|
|
285-352
|
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 CONDENSED CONSOLIDATED BALANCE SHEETS
|
|||||||||
(Dollars in millions)
|
|||||||||
|
|
March 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
|
$
|
(17)
|
$
|
(61)
|
|
SDG&E:
|
|
|
|
|
|
|
|
|
|
Interest rate instruments(3)
|
$
|
―
|
$
|
―
|
$
|
(17)
|
$
|
(61)
|
|
|
|
|
|
|
|
|
|
|
|
Derivatives not designated as hedging instruments
|
|
|
|
|
|
|
|
|
|
Sempra Energy Consolidated:
|
|
|
|
|
|
|
|
|
|
Interest rate instruments
|
$
|
8
|
$
|
37
|
$
|
(8)
|
$
|
(31)
|
|
Commodity contracts not subject to rate recovery
|
|
234
|
|
23
|
|
(232)
|
|
(40)
|
|
Associated offsetting commodity contracts
|
|
(208)
|
|
(19)
|
|
208
|
|
19
|
|
Commodity contracts subject to rate recovery
|
|
21
|
|
7
|
|
(69)
|
|
(23)
|
|
Associated offsetting commodity contracts
|
|
(6)
|
|
(1)
|
|
6
|
|
1
|
|
Total
|
$
|
49
|
$
|
47
|
$
|
(95)
|
$
|
(74)
|
|
SDG&E:
|
|
|
|
|
|
|
|
|
|
Commodity contracts subject to rate recovery
|
$
|
18
|
$
|
7
|
$
|
(66)
|
$
|
(23)
|
|
Associated offsetting commodity contracts
|
|
(3)
|
|
(1)
|
|
3
|
|
1
|
|
Total
|
$
|
15
|
$
|
6
|
$
|
(63)
|
$
|
(22)
|
|
SoCalGas:
|
|
|
|
|
|
|
|
|
|
Commodity contracts not subject to rate recovery
|
$
|
1
|
$
|
―
|
$
|
―
|
$
|
―
|
|
Commodity contracts subject to rate recovery
|
|
2
|
|
―
|
|
(3)
|
|
―
|
|
Associated offsetting commodity contracts
|
|
(2)
|
|
―
|
|
2
|
|
―
|
|
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 CONDENSED 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 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
|
||||||
(Dollars in millions)
|
||||||
|
|
|
Gain (loss) on derivatives recognized in earnings
|
|||
|
|
|
Three months ended March 31,
|
|||
|
Location
|
2012
|
2011
|
|||
Sempra Energy Consolidated:
|
|
|
|
|
||
Interest rate instruments
|
Interest Expense
|
$
|
2
|
$
|
3
|
|
Interest rate instruments
|
Other Income, Net
|
|
2
|
|
(5)
|
|
Total(1)
|
|
$
|
4
|
$
|
(2)
|
|
SoCalGas:
|
|
|
|
|
|
|
Interest rate instrument
|
Interest Expense
|
$
|
―
|
$
|
1
|
|
Interest rate instrument
|
Other Income, Net
|
|
―
|
|
(3)
|
|
Total(1)
|
|
$
|
―
|
$
|
(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 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
|
|||||||||||
(Dollars in millions)
|
|||||||||||
|
|
Pretax gain recognized
|
|
|
Loss reclassified from AOCI
|
||||||
|
|
in OCI (effective portion)
|
|
|
into earnings (effective portion)
|
||||||
|
|
Three months ended March 31,
|
|
|
Three months ended March 31,
|
||||||
|
2012
|
2011
|
|
Location
|
2012
|
2011
|
|||||
Sempra Energy Consolidated:
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate instruments(1)
|
$
|
3
|
$
|
―
|
|
Interest Expense
|
$
|
(1)
|
$
|
(2)
|
|
|
|
|
|
|
|
|
Equity Earnings,
|
|
|
|
|
Interest rate instruments
|
|
1
|
|
1
|
|
Net of Income Tax
|
|
(2)
|
|
(1)
|
|
Total
|
$
|
4
|
$
|
1
|
|
|
$
|
(3)
|
$
|
(3)
|
|
SDG&E:
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate instruments(1)
|
$
|
―
|
$
|
―
|
|
Interest Expense
|
$
|
―
|
$
|
(1)
|
|
SoCalGas:
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate instruments
|
$
|
―
|
$
|
―
|
|
Interest Expense
|
$
|
(1)
|
$
|
(1)
|
|
(1)
|
Amounts include Otay Mesa VIE. All of SDG&E’s interest rate derivative activity relates to Otay Mesa VIE. There has been a negligible amount of ineffectiveness related to these swaps.
|
UNDESIGNATED DERIVATIVE IMPACT ON THE CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
|
||||||
(Dollars in millions)
|
||||||
|
|
|
Gain (loss) on derivatives recognized in earnings
|
|||
|
|
|
Three months ended March 31,
|
|||
|
Location
|
2012
|
2011
|
|||
Sempra Energy Consolidated:
|
|
|
|
|
|
|
Interest rate and foreign exchange
|
|
|
|
|
|
|
instruments
|
Other Income, Net
|
$
|
11
|
$
|
10
|
|
Commodity contracts not subject
|
Revenues: Energy-Related
|
|
|
|
|
|
to rate recovery
|
Businesses
|
|
11
|
|
6
|
|
Commodity contracts not subject
|
Cost of Natural Gas, Electric
|
|
|
|
|
|
to rate recovery
|
Fuel and Purchased Power
|
|
―
|
|
1
|
|
Commodity contracts not subject
|
|
|
|
|
|
|
to rate recovery
|
Operation and Maintenance
|
|
1
|
|
2
|
|
Commodity contracts subject
|
Cost of Electric Fuel
|
|
|
|
|
|
to rate recovery
|
and Purchased Power
|
|
(21)
|
|
9
|
|
Total
|
|
$
|
2
|
$
|
28
|
|
SDG&E:
|
|
|
|
|
|
|
Commodity contracts not subject
|
|
|
|
|
|
|
to rate recovery
|
Operation and Maintenance
|
$
|
―
|
$
|
1
|
|
Commodity contracts subject
|
Cost of Electric Fuel
|
|
|
|
|
|
to rate recovery
|
and Purchased Power
|
|
(21)
|
|
9
|
|
Total
|
|
$
|
(21)
|
$
|
10
|
|
SoCalGas:
|
|
|
|
|
|
|
Commodity contracts not subject
|
|
|
|
|
|
|
to rate recovery
|
Operation and Maintenance
|
$
|
1
|
$
|
1
|
|
Total
|
|
$
|
1
|
$
|
1
|
§
|
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 discussed below under “Level 3 Information.” Commodity derivative contracts that are subject to rate recovery are recorded 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 March 31, 2012
|
||||||||||
|
|
|
|
|
|
|
|
Collateral
|
|
|
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
netted
|
|
Total
|
|
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
Nuclear decommissioning trusts:
|
|
|
|
|
|
|
|
|
|
|
|
Equity securities
|
$
|
515
|
$
|
―
|
$
|
―
|
$
|
―
|
$
|
515
|
|
Debt securities:
|
|
|
|
|
|
|
|
|
|
|
|
Debt securities issued by the U.S. Treasury and other
|
|
|
|
|
|
|
|
|
|
|
|
U.S. government corporations and agencies
|
|
91
|
|
80
|
|
―
|
|
―
|
|
171
|
|
Municipal bonds
|
|
―
|
|
70
|
|
―
|
|
―
|
|
70
|
|
Other securities
|
|
―
|
|
84
|
|
―
|
|
―
|
|
84
|
|
Total debt securities
|
|
91
|
|
234
|
|
―
|
|
―
|
|
325
|
|
Total nuclear decommissioning trusts(1)
|
|
606
|
|
234
|
|
―
|
|
―
|
|
840
|
|
Interest rate instruments
|
|
―
|
|
65
|
|
―
|
|
―
|
|
65
|
|
Commodity contracts subject to rate recovery
|
|
13
|
|
―
|
|
21
|
|
―
|
|
34
|
|
Commodity contracts not subject to rate recovery
|
|
13
|
|
30
|
|
―
|
|
―
|
|
43
|
|
Investments
|
|
1
|
|
―
|
|
―
|
|
―
|
|
1
|
|
Total
|
$
|
633
|
$
|
329
|
$
|
21
|
$
|
―
|
$
|
983
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate instruments
|
$
|
―
|
$
|
116
|
$
|
―
|
$
|
―
|
$
|
116
|
|
Commodity contracts subject to rate recovery
|
|
69
|
|
17
|
|
―
|
|
(69)
|
|
17
|
|
Commodity contracts not subject to rate recovery
|
|
―
|
|
45
|
|
―
|
|
(3)
|
|
42
|
|
Total
|
$
|
69
|
$
|
178
|
$
|
―
|
$
|
(72)
|
$
|
175
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 March 31, 2012
|
||||||||||
|
|
|
|
|
|
|
|
Collateral
|
|
|
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
netted
|
|
Total
|
|
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
Nuclear decommissioning trusts:
|
|
|
|
|
|
|
|
|
|
|
|
Equity securities
|
$
|
515
|
$
|
―
|
$
|
―
|
$
|
―
|
$
|
515
|
|
Debt securities:
|
|
|
|
|
|
|
|
|
|
|
|
Debt securities issued by the U.S. Treasury and other
|
|
|
|
|
|
|
|
|
|
|
|
U.S. government corporations and agencies
|
|
91
|
|
80
|
|
―
|
|
―
|
|
171
|
|
Municipal bonds
|
|
―
|
|
70
|
|
―
|
|
―
|
|
70
|
|
Other securities
|
|
―
|
|
84
|
|
―
|
|
―
|
|
84
|
|
Total debt securities
|
|
91
|
|
234
|
|
―
|
|
―
|
|
325
|
|
Total nuclear decommissioning trusts(1)
|
|
606
|
|
234
|
|
―
|
|
―
|
|
840
|
|
Commodity contracts subject to rate recovery
|
|
11
|
|
―
|
|
21
|
|
―
|
|
32
|
|
Commodity contracts not subject to rate recovery
|
|
1
|
|
―
|
|
―
|
|
―
|
|
1
|
|
Total
|
$
|
618
|
$
|
234
|
$
|
21
|
$
|
―
|
$
|
873
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate instruments
|
$
|
―
|
$
|
77
|
$
|
―
|
$
|
―
|
$
|
77
|
|
Commodity contracts subject to rate recovery
|
|
69
|
|
16
|
|
―
|
|
(69)
|
|
16
|
|
Total
|
$
|
69
|
$
|
93
|
$
|
―
|
$
|
(69)
|
$
|
93
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 March 31, 2012
|
|||||||||
|
|
|
|
|
|
|
|
Collateral
|
|
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
netted
|
|
Total
|
Assets:
|
|
|
|
|
|
|
|
|
|
|
Commodity contracts subject to rate recovery
|
$
|
2
|
$
|
―
|
$
|
―
|
$
|
―
|
$
|
2
|
Commodity contracts not subject to rate recovery
|
|
2
|
|
―
|
|
―
|
|
―
|
|
2
|
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
|
|
Three months ended March 31,
|
|||
(Dollars in millions)
|
2012
|
2011
|
||
Balance as of January 1
|
$
|
23
|
$
|
2
|
Realized and unrealized gains
|
|
2
|
|
6
|
Allocated transmission instruments
|
|
1
|
|
1
|
Settlements
|
|
(5)
|
|
(6)
|
Balance as of March 31
|
$
|
21
|
$
|
3
|
Change in unrealized gains or losses relating to
|
|
|
|
|
instruments still held at March 31
|
$
|
―
|
$
|
―
|
March 31,
|
December 31,
|
|||
(Dollars in millions)
|
2012
|
2011
|
||
Sempra Energy Consolidated
|
$
|
25
|
$
|
20
|
SDG&E
|
|
12
|
|
10
|
SoCalGas
|
|
3
|
|
2
|
FAIR VALUE OF FINANCIAL INSTRUMENTS
|
||||||||||||
(Dollars in millions)
|
||||||||||||
|
|
March 31, 2012
|
||||||||||
|
|
Carrying
|
|
Fair Value
|
||||||||
|
|
Amount
|
|
Level 1
|
Level 2
|
Level 3
|
Total
|
|||||
Sempra Energy Consolidated:
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments in affordable housing partnerships(1)
|
$
|
20
|
|
$
|
―
|
$
|
―
|
$
|
49
|
$
|
49
|
|
Total long-term debt(2)
|
|
10,709
|
|
|
―
|
|
11,288
|
|
615
|
|
11,903
|
|
Preferred stock of subsidiaries
|
|
99
|
|
|
―
|
|
106
|
|
―
|
|
106
|
|
SDG&E:
|
|
|
|
|
|
|
|
|
|
|
|
|
Total long-term debt(3)
|
$
|
4,143
|
|
$
|
―
|
$
|
4,103
|
$
|
352
|
$
|
4,455
|
|
Contingently redeemable preferred stock
|
|
79
|
|
|
―
|
|
85
|
|
―
|
|
85
|
|
SoCalGas:
|
|
|
|
|
|
|
|
|
|
|
|
|
Total long-term debt(4)
|
$
|
1,312
|
|
$
|
―
|
$
|
1,480
|
$
|
―
|
$
|
1,480
|
|
Preferred stock
|
|
22
|
|
|
―
|
|
23
|
|
―
|
|
23
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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)
|
We discuss our investments in affordable housing partnerships in Note 4 of the Notes to Consolidated Financial Statements in the Annual Report.
|
|||||||||||
(2)
|
Before reductions for unamortized discount (net of premium) of $16 million at both March 31, 2012 and December 31, 2011, and excluding capital leases of $200 million at March 31, 2012 and $204 million at December 31, 2011, and commercial paper classified as long-term debt of $400 million at December 31, 2011. We discuss our long-term debt in Note 6 above and in Note 5 of the Notes to Consolidated Financial Statements in the Annual Report.
|
|||||||||||
(3)
|
Before reductions for unamortized discount of $12 million at March 31, 2012 and $11 million at December 31, 2011, and excluding capital leases of $191 million at March 31, 2012 and $193 million at December 31, 2011.
|
|||||||||||
(4)
|
Before reductions for unamortized discount of $2 million at March 31, 2012 and $3 million at December 31, 2011, and excluding capital leases of $9 million at March 31, 2012 and $11 million at December 31, 2011.
|
NUCLEAR DECOMMISSIONING TRUSTS
|
|||||||||
(Dollars in millions)
|
|||||||||
|
|
|
|
|
Gross
|
|
Gross
|
|
Estimated
|
|
|
|
|
|
Unrealized
|
|
Unrealized
|
|
Fair
|
|
|
|
Cost
|
|
Gains
|
|
Losses
|
|
Value
|
As of March 31, 2012:
|
|
|
|
|
|
|
|
|
|
Debt securities:
|
|
|
|
|
|
|
|
|
|
Debt securities issued by the U.S. Treasury and other
|
|
|
|
|
|
|
|
|
|
U.S. government corporations and agencies(1)
|
$
|
162
|
$
|
9
|
$
|
―
|
$
|
171
|
|
Municipal bonds(2)
|
|
66
|
|
5
|
|
(1)
|
|
70
|
|
Other securities(3)
|
|
80
|
|
4
|
|
―
|
|
84
|
|
Total debt securities
|
|
308
|
|
18
|
|
(1)
|
|
325
|
|
Equity securities
|
|
239
|
|
278
|
|
(2)
|
|
515
|
|
Cash and cash equivalents
|
|
25
|
|
―
|
|
―
|
|
25
|
|
Total
|
$
|
572
|
$
|
296
|
$
|
(3)
|
$
|
865
|
|
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 2013-2042
|
||||||||
(2)
|
Maturity dates are 2012-2057
|
||||||||
(3)
|
Maturity dates are 2012-2051
|
SALES OF SECURITIES
|
||||
(Dollars in millions)
|
||||
|
Three months ended March 31,
|
|||
|
2012
|
2011
|
||
Proceeds from sales
|
$
|
129
|
$
|
42
|
Gross realized gains
|
|
4
|
|
1
|
Gross realized losses
|
|
―
|
|
(1)
|
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 of the Notes to Consolidated Financial Statements in the Annual Report.
|
4.
|
Sempra Mexico owns and operates, or holds interests in, natural gas transmission pipelines and propane systems, a natural gas distribution utility, electric generation facilities and a terminal for the import of LNG 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, a natural gas distribution utility and a terminal for the import and export of LNG and sale of natural gas, all within the United States.
|
SEGMENT INFORMATION
|
|
|
|
|
|
|
|
|
|
(Dollars in millions)
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended March 31,
|
|||||||
|
|
2012
|
2011
|
||||||
REVENUES
|
|
|
|
|
|
|
|
|
|
SDG&E
|
$
|
834
|
35
|
%
|
$
|
840
|
35
|
%
|
|
SoCalGas
|
|
880
|
37
|
|
|
1,056
|
43
|
|
|
Sempra South American Utilities
|
|
357
|
15
|
|
|
―
|
―
|
|
|
Sempra Mexico
|
|
135
|
6
|
|
|
207
|
9
|
|
|
Sempra Renewables
|
|
8
|
―
|
|
|
4
|
―
|
|
|
Sempra Natural Gas
|
|
269
|
11
|
|
|
449
|
18
|
|
|
Intersegment revenues(1)
|
|
(100)
|
(4)
|
|
|
(122)
|
(5)
|
|
|
Total
|
$
|
2,383
|
100
|
%
|
$
|
2,434
|
100
|
%
|
|
INTEREST EXPENSE
|
|
|
|
|
|
|
|
|
|
SDG&E
|
$
|
36
|
|
|
$
|
36
|
|
|
|
SoCalGas
|
|
17
|
|
|
|
17
|
|
|
|
Sempra South American Utilities
|
|
10
|
|
|
|
2
|
|
|
|
Sempra Mexico
|
|
4
|
|
|
|
5
|
|
|
|
Sempra Renewables
|
|
4
|
|
|
|
3
|
|
|
|
Sempra Natural Gas
|
|
20
|
|
|
|
20
|
|
|
|
All other
|
|
58
|
|
|
|
56
|
|
|
|
Intercompany eliminations(2)
|
|
(36)
|
|
|
|
(31)
|
|
|
|
Total
|
$
|
113
|
|
|
$
|
108
|
|
|
|
INTEREST INCOME
|
|
|
|
|
|
|
|
|
|
Sempra South American Utilities
|
$
|
4
|
|
|
$
|
2
|
|
|
|
Sempra Mexico
|
|
3
|
|
|
|
2
|
|
|
|
Sempra Natural Gas
|
|
11
|
|
|
|
11
|
|
|
|
All other
|
|
1
|
|
|
|
2
|
|
|
|
Intercompany eliminations(2)
|
|
(14)
|
|
|
|
(14)
|
|
|
|
Total
|
$
|
5
|
|
|
$
|
3
|
|
|
|
DEPRECIATION AND AMORTIZATION
|
|
|
|
|
|
|
|||
SDG&E
|
$
|
112
|
44
|
%
|
$
|
103
|
45
|
%
|
|
SoCalGas
|
|
87
|
34
|
|
|
81
|
35
|
|
|
Sempra South American Utilities
|
|
13
|
5
|
|
|
―
|
―
|
|
|
Sempra Mexico
|
|
15
|
6
|
|
|
15
|
7
|
|
|
Sempra Renewables
|
|
3
|
1
|
|
|
1
|
―
|
|
|
Sempra Natural Gas
|
|
23
|
9
|
|
|
26
|
11
|
|
|
All other
|
|
4
|
1
|
|
|
4
|
2
|
|
|
Total
|
$
|
257
|
100
|
%
|
$
|
230
|
100
|
%
|
|
INCOME TAX EXPENSE (BENEFIT)
|
|
|
|
|
|
|
|||
SDG&E
|
$
|
60
|
|
|
$
|
49
|
|
|
|
SoCalGas
|
|
40
|
|
|
|
37
|
|
|
|
Sempra South American Utilities
|
|
13
|
|
|
|
―
|
|
|
|
Sempra Mexico
|
|
20
|
|
|
|
18
|
|
|
|
Sempra Renewables
|
|
(17)
|
|
|
|
(7)
|
|
|
|
Sempra Natural Gas
|
|
2
|
|
|
|
32
|
|
|
|
All other
|
|
(1)
|
|
|
|
(15)
|
|
|
|
Total
|
$
|
117
|
|
|
$
|
114
|
|
|
SEGMENT INFORMATION (Continued)
|
|
|
|
|
|
|
|||
(Dollars in millions)
|
|
|
|
|
|
|
|
|
|
|
Three months ended March 31,
|
||||||||
|
2012
|
2011
|
|||||||
EQUITY EARNINGS
|
|
|
|
|
|
|
|
|
|
Earnings (losses) recorded before tax:
|
|
|
|
|
|
|
|||
Sempra Renewables
|
$
|
1
|
|
|
$
|
1
|
|
|
|
Sempra Natural Gas
|
|
11
|
|
|
|
9
|
|
|
|
All other
|
|
―
|
|
|
|
(9)
|
|
|
|
Total
|
$
|
12
|
|
|
$
|
1
|
|
|
|
Earnings recorded net of tax:
|
|
|
|
|
|
|
|||
Sempra South American Utilities
|
$
|
―
|
|
|
$
|
24
|
|
|
|
Sempra Mexico
|
|
11
|
|
|
|
7
|
|
|
|
Total
|
$
|
11
|
|
|
$
|
31
|
|
|
|
EARNINGS (LOSSES)
|
|
|
|
|
|
|
|
|
|
SDG&E(3)
|
$
|
105
|
45
|
%
|
$
|
89
|
35
|
%
|
|
SoCalGas(3)
|
|
66
|
28
|
|
|
68
|
27
|
|
|
Sempra South American Utilities
|
|
40
|
17
|
|
|
22
|
9
|
|
|
Sempra Mexico
|
|
37
|
16
|
|
|
39
|
15
|
|
|
Sempra Renewables
|
|
10
|
4
|
|
|
4
|
1
|
|
|
Sempra Natural Gas
|
|
1
|
―
|
|
|
63
|
25
|
|
|
All other
|
|
(23)
|
(10)
|
|
|
(31)
|
(12)
|
|
|
Total
|
$
|
236
|
100
|
%
|
$
|
254
|
100
|
%
|
|
EXPENDITURES FOR PROPERTY PLANT & EQUIPMENT
|
|
|
|||||||
SDG&E
|
$
|
398
|
49
|
%
|
$
|
348
|
57
|
%
|
|
SoCalGas
|
|
165
|
20
|
|
|
168
|
28
|
|
|
Sempra South American Utilities
|
|
19
|
2
|
|
|
―
|
―
|
|
|
Sempra Mexico
|
|
5
|
1
|
|
|
3
|
―
|
|
|
Sempra Renewables
|
|
201
|
25
|
|
|
46
|
8
|
|
|
Sempra Natural Gas
|
|
22
|
3
|
|
|
42
|
7
|
|
|
All other
|
|
1
|
―
|
|
|
―
|
―
|
|
|
Total
|
$
|
811
|
100
|
%
|
$
|
607
|
100
|
%
|
|
|
March 31, 2012
|
December 31, 2011
|
|||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
SDG&E
|
$
|
14,048
|
41
|
%
|
$
|
13,555
|
41
|
%
|
|
SoCalGas
|
|
8,492
|
25
|
|
|
8,475
|
25
|
|
|
Sempra South American Utilities
|
|
3,161
|
9
|
|
|
2,981
|
9
|
|
|
Sempra Mexico
|
|
2,931
|
9
|
|
|
2,914
|
9
|
|
|
Sempra Renewables
|
|
1,581
|
5
|
|
|
1,210
|
4
|
|
|
Sempra Natural Gas
|
|
5,852
|
17
|
|
|
5,738
|
17
|
|
|
All other
|
|
497
|
1
|
|
|
538
|
2
|
|
|
Intersegment receivables
|
|
(2,517)
|
(7)
|
|
|
(2,162)
|
(7)
|
|
|
Total
|
$
|
34,045
|
100
|
%
|
$
|
33,249
|
100
|
%
|
|
INVESTMENTS IN EQUITY METHOD INVESTEES
|
|
|
|||||||
Sempra Mexico
|
$
|
313
|
|
|
$
|
302
|
|
|
|
Sempra Renewables
|
|
442
|
|
|
|
390
|
|
|
|
Sempra Natural Gas
|
|
789
|
|
|
|
800
|
|
|
|
All other
|
|
136
|
|
|
|
137
|
|
|
|
Total
|
$
|
1,680
|
|
|
$
|
1,629
|
|
|
|
(1)
|
Revenues for reportable segments include intersegment revenues of:
|
||||||||
|
$2 million, $15 million, $46 million and $37 million for the three months ended March 31, 2012, and $2 million, $13 million, $58 million and $49 million for the three months ended March 31, 2011 for SDG&E, SoCalGas, Sempra Mexico and Sempra Natural Gas, respectively.
|
||||||||
(2)
|
Prior year amounts have been revised to present amounts after eliminations between Parent and corporate entities.
|
||||||||
(3)
|
After preferred dividends.
|
|
|
|
|
|
|
|
|
§
|
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 (855,000 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 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 more than 600,000 customers in Chile and more than 900,000 customers in Peru
|
§ Serves the cities of Valparaiso and Viña del Mar in central Chile
§ Serves the southern zone of metropolitan Lima, Peru
|
SEMPRA MEXICO
Owns and operates, or holds interests in:
§ natural gas transmission pipelines and propane systems
§ a natural gas distribution utility
§ electric generation facilities
§ a terminal in Mexico for the importation of liquefied natural gas (LNG) and 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
§ a natural gas distribution utility
§ 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)
|
||||||
Name
|
Maximum Generating Capacity
|
First
In Service
|
Location
|
|||
Cedar Creek 2 Wind Farm (50% owned)
|
125
|
(1)
|
2011
|
New Raymer, CO
|
||
Fowler Ridge 2 Wind Farm (50% owned)
|
100
|
(1)
|
2009
|
Benton County, IN
|
||
Copper Mountain Solar 1
|
58
|
(2)
|
2010
|
Boulder City, NV
|
||
Mesquite Solar 1
|
42
|
(3)
|
2011
|
Arlington, AZ
|
||
Total MW in operation
|
325
|
|||||
(1)
|
Sempra Renewables’ share.
|
|||||
(2)
|
Includes the 10-MW facility previously referred to as El Dorado Solar, which was first placed in service in 2008.
|
|||||
(3)
|
Represents only the portion of the project that was completed in 2011. The entire 150-MW project is expected to be completed in early 2013.
|
§
|
Overall results of our operations and factors affecting those results
|
§
|
Our segment results
|
§
|
Significant changes in revenues, costs and earnings between periods
|
SEMPRA ENERGY EARNINGS (LOSSES) BY SEGMENT
|
|||||||||
(Dollars in millions)
|
|||||||||
|
|
Three months ended March 31,
|
|||||||
|
|
2012
|
2011
|
||||||
California Utilities:
|
|
|
|
|
|
|
|
|
|
SDG&E(1)
|
$
|
105
|
45
|
%
|
$
|
89
|
35
|
%
|
|
SoCalGas(1)
|
|
66
|
28
|
|
|
68
|
27
|
|
|
Sempra International:
|
|
|
|
|
|
|
|
|
|
Sempra South American Utilities
|
|
40
|
17
|
|
|
22
|
9
|
|
|
Sempra Mexico
|
|
37
|
16
|
|
|
39
|
15
|
|
|
Sempra U.S. Gas & Power:
|
|
|
|
|
|
|
|
|
|
Sempra Renewables
|
|
10
|
4
|
|
|
4
|
1
|
|
|
Sempra Natural Gas
|
|
1
|
―
|
|
|
63
|
25
|
|
|
Parent and other(2)
|
|
(23)
|
(10)
|
|
|
(31)
|
(12)
|
|
|
Earnings
|
$
|
236
|
100
|
%
|
$
|
254
|
100
|
%
|
|
(1)
|
After preferred dividends.
|
||||||||
(2)
|
Includes after-tax interest expense ($34 million and $33 million for the three months ended March 31, 2012 and 2011, respectively), intercompany eliminations recorded in consolidation and certain corporate costs.
|
EARNINGS BY SEGMENT – CALIFORNIA UTILITIES
|
(Dollars in millions)
|
§
|
$105 million in the three months ended March 31, 2012 ($106 million before preferred dividends)
|
§
|
$89 million in the three months ended March 31, 2011 ($90 million before preferred dividends)
|
§
|
$14 million increase in allowance for funds used during construction (AFUDC) related to equity, primarily the result of the Sunrise Powerlink investment;
|
§
|
$9 million favorable earnings impact due to 2011 incremental wildfire insurance premiums not recovered in revenues; and
|
§
|
$5 million in earnings for Desert Star in 2012, which was acquired in October 2011; offset by
|
§
|
$5 million higher income tax expense due to a higher effective tax rate in 2012;
|
§
|
$4 million in unplanned Palomar Energy Center repairs in 2012; and
|
§
|
$2 million lower electric transmission margin.
|
§
|
$66 million in the three months ended March 31, 2012 (both before and after preferred dividends)
|
§
|
$68 million in the three months ended March 31, 2011 (both before and after preferred dividends)
|
§
|
$3 million increase in operating expenses, including depreciation; and
|
§
|
$2 million higher bad debt accruals; offset by
|
§
|
$4 million higher regulatory awards.
|
EARNINGS BY SEGMENT – SEMPRA INTERNATIONAL
|
(Dollars in millions)
|
§
|
$40 million in the three months ended March 31, 2012
|
§
|
$22 million in the three months ended March 31, 2011
|
§
|
$37 million in the three months ended March 31, 2012
|
§
|
$39 million in the three months ended March 31, 2011
|
EARNINGS BY SEGMENT – SEMPRA U.S. GAS & POWER
|
(Dollars in millions)
|
§
|
$10 million in the three months ended March 31, 2012
|
§
|
$4 million in the three months ended March 31, 2011
|
§
|
$1 million in the three months ended March 31, 2012
|
§
|
$63 million in the three months ended March 31, 2011
|
§
|
$62 million lower earnings from gas power plant operations primarily from the end of the DWR contract as of September 30, 2011; and
|
§
|
$9 million decrease in natural gas inventory value due to lower prices; offset by
|
§
|
$6 million decreased gas plant operation and maintenance expenses primarily from the sale of the El Dorado power plant to SDG&E as of October 1, 2011.
|
§
|
$23 million in the three months ended March 31, 2012
|
§
|
$31 million in the three months ended March 31, 2011
|
§
|
$5 million equity losses in 2011 from our former commodities-marketing businesses;
|
§
|
$5 million higher earnings from foreign currency exchange effects related to a Chilean holding company, and hedging transactions; and
|
§
|
$3 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; offset by
|
§
|
$7 million lower income tax benefits.
|
§
|
SDG&E
|
§
|
SoCalGas
|
§
|
Sempra Natural Gas’ Mobile Gas, a regulated natural gas distribution utility in southwest Alabama
|
§
|
Sempra Mexico’s Ecogas
|
§
|
SDG&E
|
§
|
Sempra South American Utilities’ Chilquinta Energía and Luz del Sur
|
UTILITIES REVENUES AND COST OF SALES
|
|||||
(Dollars in millions)
|
|||||
|
|
Three months ended March 31,
|
|||
|
|
2012
|
2011
|
||
Electric revenues:
|
|
|
|
|
|
SDG&E
|
$
|
671
|
$
|
665
|
|
Sempra South American Utilities
|
|
338
|
|
―
|
|
Eliminations and adjustments
|
|
(1)
|
|
(2)
|
|
|
Total
|
|
1,008
|
|
663
|
Natural gas revenues:
|
|
|
|
|
|
SoCalGas
|
|
880
|
|
1,056
|
|
SDG&E
|
|
163
|
|
175
|
|
Sempra Mexico
|
|
23
|
|
28
|
|
Sempra Natural Gas
|
|
32
|
|
37
|
|
Eliminations and adjustments
|
|
(15)
|
|
(13)
|
|
|
Total
|
|
1,083
|
|
1,283
|
Total utilities revenues
|
$
|
2,091
|
$
|
1,946
|
|
Cost of electric fuel and purchased power:
|
|
|
|
|
|
SDG&E
|
$
|
163
|
$
|
171
|
|
Sempra South American Utilities
|
|
225
|
|
―
|
|
|
Total
|
$
|
388
|
$
|
171
|
Cost of natural gas:
|
|
|
|
|
|
SoCalGas
|
$
|
349
|
$
|
531
|
|
SDG&E
|
|
67
|
|
83
|
|
Sempra Mexico
|
|
13
|
|
19
|
|
Sempra Natural Gas
|
|
7
|
|
14
|
|
Eliminations and adjustments
|
|
(5)
|
|
(5)
|
|
|
Total
|
$
|
431
|
$
|
642
|
§
|
$338 million from the consolidation of electric revenues of Chilquinta Energía and Luz del Sur acquired in April 2011; and
|
§
|
$6 million increase at SDG&E, which we discuss below.
|
§
|
$225 million from the consolidation of cost of electric fuel and purchased power of Chilquinta Energía and Luz del Sur; offset by
|
§
|
$8 million decrease at SDG&E, which we discuss below.
|
SDG&E
|
|||||||
ELECTRIC DISTRIBUTION AND TRANSMISSION
|
|||||||
(Volumes in millions of kilowatt-hours, dollars in millions)
|
|||||||
|
|
Three months ended
March 31, 2012
|
Three months ended
March 31, 2011
|
||||
Customer class
|
Volumes
|
Revenue
|
Volumes
|
Revenue
|
|||
Residential
|
1,925
|
$
|
300
|
1,959
|
$
|
314
|
|
Commercial
|
1,655
|
|
220
|
1,669
|
|
231
|
|
Industrial
|
484
|
|
54
|
493
|
|
58
|
|
Direct access
|
752
|
|
32
|
786
|
|
36
|
|
Street and highway lighting
|
25
|
|
3
|
27
|
|
4
|
|
|
|
4,841
|
|
609
|
4,934
|
|
643
|
Other revenues
|
|
|
48
|
|
|
26
|
|
Balancing accounts
|
|
|
14
|
|
|
(4)
|
|
Total(1)
|
|
$
|
671
|
|
$
|
665
|
|
(1)
|
Includes sales to affiliates of $2 million in both 2012 and 2011.
|
§
|
$20 million higher authorized base margin on electric generation, primarily due to the acquisition of the Desert Star generation facility in October 2011; and
|
§
|
$17 million revenues associated with incremental wildfire insurance premiums; offset by
|
§
|
$32 million lower recoverable expenses that are fully offset in operation and maintenance expenses.
|
SDG&E
|
||||||||||
NATURAL GAS SALES AND TRANSPORTATION
|
||||||||||
(Volumes in billion cubic feet, dollars in millions)
|
||||||||||
|
|
Natural Gas Sales
|
Transportation
|
Total
|
||||||
Customer class
|
Volumes
|
Revenue
|
Volumes
|
Revenue
|
Volumes
|
Revenue
|
||||
Three months ended March 31, 2012:
|
|
|
|
|
|
|
|
|
|
|
Residential
|
12
|
$
|
112
|
―
|
$
|
―
|
12
|
$
|
112
|
|
Commercial and industrial
|
5
|
|
26
|
2
|
|
3
|
7
|
|
29
|
|
Electric generation plants
|
―
|
|
―
|
8
|
|
2
|
8
|
|
2
|
|
|
|
17
|
$
|
138
|
10
|
$
|
5
|
27
|
|
143
|
Other revenues
|
|
|
|
|
|
|
|
|
11
|
|
Balancing accounts
|
|
|
|
|
|
|
|
|
9
|
|
Total
|
|
|
|
|
|
|
|
$
|
163
|
|
Three months ended March 31, 2011:
|
|
|
|
|
|
|
|
|
|
|
Residential
|
12
|
$
|
133
|
―
|
$
|
―
|
12
|
$
|
133
|
|
Commercial and industrial
|
5
|
|
33
|
2
|
|
3
|
7
|
|
36
|
|
Electric generation plants
|
―
|
|
―
|
5
|
|
2
|
5
|
|
2
|
|
|
|
17
|
$
|
166
|
7
|
$
|
5
|
24
|
|
171
|
Other revenues
|
|
|
|
|
|
|
|
|
10
|
|
Balancing accounts
|
|
|
|
|
|
|
|
|
(6)
|
|
Total
|
|
|
|
|
|
|
|
$
|
175
|
SOCALGAS
|
||||||||||
NATURAL GAS SALES AND TRANSPORTATION
|
||||||||||
(Volumes in billion cubic feet, dollars in millions)
|
||||||||||
|
|
Natural Gas Sales
|
Transportation
|
Total
|
||||||
Customer class
|
Volumes
|
Revenue
|
Volumes
|
Revenue
|
Volumes
|
Revenue
|
||||
Three months ended March 31, 2012:
|
|
|
|
|
|
|
|
|
|
|
Residential
|
88
|
$
|
692
|
1
|
$
|
2
|
89
|
$
|
694
|
|
Commercial and industrial
|
29
|
|
185
|
69
|
|
62
|
98
|
|
247
|
|
Electric generation plants
|
―
|
|
―
|
44
|
|
9
|
44
|
|
9
|
|
Wholesale
|
―
|
|
―
|
47
|
|
7
|
47
|
|
7
|
|
|
|
117
|
$
|
877
|
161
|
$
|
80
|
278
|
|
957
|
Other revenues
|
|
|
|
|
|
|
|
|
27
|
|
Balancing accounts
|
|
|
|
|
|
|
|
|
(104)
|
|
Total(1)
|
|
|
|
|
|
|
|
$
|
880
|
|
Three months ended March 31, 2011:
|
|
|
|
|
|
|
|
|
|
|
Residential
|
92
|
$
|
825
|
1
|
$
|
1
|
93
|
$
|
826
|
|
Commercial and industrial
|
29
|
|
224
|
66
|
|
62
|
95
|
|
286
|
|
Electric generation plants
|
―
|
|
―
|
40
|
|
11
|
40
|
|
11
|
|
Wholesale
|
―
|
|
―
|
43
|
|
6
|
43
|
|
6
|
|
|
|
121
|
$
|
1,049
|
150
|
$
|
80
|
271
|
|
1,129
|
Other revenues
|
|
|
|
|
|
|
|
|
22
|
|
Balancing accounts
|
|
|
|
|
|
|
|
|
(95)
|
|
Total(1)
|
|
|
|
|
|
|
|
$
|
1,056
|
|
(1)
|
Includes sales to affiliates of $15 million in 2012 and $13 million in 2011.
|
OTHER UTILITIES
|
|||||||
NATURAL GAS AND ELECTRIC REVENUES
|
|
|
|
|
|
|
|
(Dollars in millions)
|
|||||||
|
|
Three months ended
March 31, 2012
|
Three months ended
March 31, 2011
|
||||
|
Volumes
|
Revenue
|
Volumes
|
Revenue
|
|||
Natural Gas Sales (billion cubic feet):
|
|
|
|
|
|
|
|
Sempra Natural Gas - Mobile Gas
|
15
|
$
|
32
|
10
|
$
|
37
|
|
Sempra Mexico - Ecogas
|
6
|
|
23
|
6
|
|
28
|
|
|
Total
|
21
|
$
|
55
|
16
|
$
|
65
|
|
|
|
|
|
|
|
|
Electric Sales (million kilowatt hours)(1):
|
|
|
|
|
|
|
|
Sempra South American Utilities:
|
|
|
|
|
|
|
|
|
Luz del Sur
|
1,690
|
$
|
187
|
―
|
$
|
―
|
|
Chilquinta Energía
|
745
|
|
139
|
―
|
|
―
|
|
|
2,435
|
|
326
|
―
|
|
―
|
Other service revenues
|
|
|
12
|
|
|
―
|
|
|
Total
|
|
$
|
338
|
|
$
|
―
|
(1) Luz del Sur and Chilquinta Energía were accounted for 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
|
|||||
(Dollars in millions)
|
|||||
|
|
Three months ended March 31,
|
|||
|
|
2012
|
2011
|
||
Energy-related businesses revenues:
|
|
|
|
|
|
Sempra South American Utilities
|
$
|
19
|
$
|
―
|
|
Sempra Mexico
|
|
113
|
|
179
|
|
Sempra Renewables
|
|
8
|
|
4
|
|
Sempra Natural Gas
|
|
237
|
|
412
|
|
Intersegment revenues, adjustments and eliminations(1)
|
|
(85)
|
|
(107)
|
|
Total energy-related businesses revenues
|
$
|
292
|
$
|
488
|
|
Cost of natural gas, electric fuel and purchased power(2):
|
|
|
|
|
|
Sempra Mexico
|
$
|
41
|
$
|
98
|
|
Sempra Renewables
|
|
1
|
|
―
|
|
Sempra Natural Gas
|
|
153
|
|
217
|
|
Adjustments and eliminations(1)
|
|
(66)
|
|
(85)
|
|
Total cost of natural gas, electric fuel
|
|
|
|
|
|
and purchased power
|
$
|
129
|
$
|
230
|
|
Other cost of sales(2):
|
|
|
|
|
|
Sempra South American Utilities
|
$
|
10
|
$
|
―
|
|
Sempra Mexico
|
|
1
|
|
1
|
|
Sempra Natural Gas
|
|
40
|
|
47
|
|
Adjustments and eliminations(1)
|
|
(18)
|
|
(25)
|
|
Total other cost of sales
|
$
|
33
|
$
|
23
|
|
(1)
|
Includes eliminations of intercompany activity.
|
||||
(2)
|
Excludes depreciation and amortization, which are shown separately on the Condensed Consolidated Statements of Operations.
|
||||
|
|
§
|
$175 million decrease at Sempra Natural Gas due to decreased power sales primarily from the end of the DWR contract as of September 30, 2011, and less favorable pricing; and
|
§
|
$66 million decrease at Sempra Mexico, including $24 million from lower LNG volumes sold, $11 million from lower natural gas prices and $12 million lower intersegment revenues; offset by
|
§
|
$22 million lower intercompany eliminations primarily associated with power and natural gas sales between Sempra Mexico and Sempra Natural Gas; and
|
§
|
$19 million increase at Sempra South American Utilities due to the consolidation of revenues in Chile and Peru starting in April 2011.
|
§
|
$64 million decrease at Sempra Natural Gas primarily associated with lower power sales from the end of the DWR contract; and
|
§
|
$57 million decrease at Sempra Mexico associated with the lower revenues; offset by
|
§
|
$19 million lower intercompany eliminations primarily associated with power and natural gas sales between Sempra Mexico and Sempra Natural Gas.
|
§
|
$44 million at Sempra South American Utilities primarily from the consolidation of expenses in Chile and Peru; offset by
|
§
|
$5 million lower operation and maintenance expenses at SDG&E, which we discuss below.
|
§
|
$32 million lower recoverable expenses; offset by
|
§
|
$27 million higher other operational and maintenance costs, including an incremental $6 million due to the acquisition of the Desert Star generation facility in October 2011 and $7 million from increased generation costs from other generating facilities.
|
§
|
$14 million increase in AFUDC at SDG&E primarily due to construction on the Sunrise Powerlink project; and
|
§
|
$11 million increase in gains from investment activity related to our executive retirement and deferred compensation plans in 2012.
|
INCOME TAX EXPENSE AND EFFECTIVE INCOME TAX RATES
|
|||||||||||
(Dollars in millions)
|
|||||||||||
|
|
|
Three months ended March 31,
|
||||||||
|
|
|
2012
|
|
2011
|
||||||
|
|
|
Income Tax
|
|
Effective Income
|
|
|
Income Tax
|
|
Effective Income
|
|
|
|
|
Expense
|
|
Tax Rate
|
|
|
Expense
|
|
Tax Rate
|
|
Sempra Energy Consolidated
|
$
|
117
|
|
33
|
%
|
$
|
114
|
|
33
|
%
|
|
SDG&E
|
|
60
|
|
35
|
|
|
49
|
|
34
|
|
|
SoCalGas
|
|
40
|
|
38
|
|
|
37
|
|
35
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
§
|
higher tax expense in 2012 due to Mexican currency translation adjustments;
|
§
|
lower deductions for self-developed software costs; and
|
§
|
lower favorable adjustments related to prior years’ income tax issues; offset by
|
§
|
lower book depreciation over income tax depreciation related to a certain portion of utility plant fixed assets; and
|
§
|
higher planned renewable energy income tax credits and deferred income tax benefits related to renewable energy projects.
|
§
|
lower deductions for self-developed software costs; and
|
§
|
lower exclusions from taxable income of the equity portion of AFUDC; offset by
|
§
|
lower book depreciation over income tax depreciation related to a certain portion of utility plant fixed assets; and
|
§
|
the impact of Otay Mesa VIE, as we discuss below.
|
§
|
lower deductions for self-developed software costs; and
|
§
|
unfavorable adjustments related to prior years’ income tax issues in 2012 versus favorable adjustments in 2011; offset by
|
§
|
lower book depreciation over income tax depreciation related to a certain portion of utility plant fixed assets.
|
§
|
the equity portion of AFUDC
|
§
|
cost of removal of utility plant assets
|
§
|
self-developed software costs
|
§
|
depreciation on a certain portion of utility plant assets
|
MEXICAN CURRENCY IMPACT ON INCOME TAXES AND RELATED ECONOMIC HEDGING ACTIVITY
|
||||||
(Dollars in millions)
|
||||||
|
|
|
Three months ended March 31,
|
|||
|
|
|
2012
|
2011
|
||
Income tax expense on currency exchange
|
|
|
|
|
||
|
rate movement of monetary assets and liabilities
|
|
$
|
(9)
|
$
|
(5)
|
Translation of non-U.S. deferred income tax balances
|
|
(8)
|
|
(5)
|
||
Income tax expense on inflation
|
|
|
(1)
|
|
(1)
|
|
|
Total impact on income taxes
|
|
|
(18)
|
|
(11)
|
After-tax gains on Mexican peso exchange rate
|
|
|
|
|
|
|
|
instruments (included in Other Income, Net)
|
|
|
6
|
|
5
|
Net impacts on Sempra Energy Condensed
|
|
|
|
|
|
|
|
Consolidated Statements of Operations
|
|
$
|
(12)
|
$
|
(6)
|
§
|
$6 million earnings primarily from noncontrolling interests at Luz del Sur in 2012; and
|
§
|
$2 million higher earnings attributable to noncontrolling interests in 2012 at Otay Mesa VIE.
|
AVAILABLE FUNDS AT MARCH 31, 2012
|
|||||||
(Dollars in millions)
|
|||||||
|
|
Sempra Energy
|
|
|
|||
|
|
Consolidated
|
SDG&E
|
SoCalGas
|
|||
Unrestricted cash and cash equivalents
|
$
|
404
|
$
|
139
|
$
|
70
|
|
Available unused credit(1)
|
|
3,477
|
|
421
|
|
640
|
|
(1)
|
Borrowings on the shared line of credit at SDG&E and SoCalGas, discussed in Note 6 of the Notes to Condensed Consolidated Financial Statements herein, are limited to $658 million for each utility and $877 million in total. SDG&E’s available funds reflect variable-rate demand notes outstanding of $237 million supported by the line. SoCalGas' availability reflects the impact of SDG&E’s use of the combined credit available on the line.
|
§
|
finance capital expenditures
|
§
|
meet liquidity requirements
|
§
|
fund shareholder dividends
|
§
|
fund new business acquisitions or start-ups
|
§
|
repay maturing long-term debt
|
CASH PROVIDED BY OPERATING ACTIVITIES
|
||||||||
(Dollars in millions)
|
||||||||
|
2012
|
2012 Change
|
2011
|
|||||
Sempra Energy Consolidated
|
$
|
699
|
$
|
(106)
|
(13)
|
%
|
$
|
805
|
SDG&E
|
|
266
|
|
(235)
|
(47)
|
|
|
501
|
SoCalGas
|
|
449
|
|
78
|
21
|
|
|
371
|
§
|
$300 million of funds received in 2011 from a wildfire litigation settlement, which is offset by an increase in restricted cash in cash flows from investing activities; and
|
§
|
$23 million increase in settlement payments in 2012 for wildfire claims; offset by
|
§
|
$130 million settlement payment in 2011 related to energy crisis litigation; and
|
§
|
a $120 million decrease in accounts receivable in 2012, primarily related to SoCalGas.
|
§
|
$300 million of funds received in 2011 from a wildfire litigation settlement, which is offset by an increase in restricted cash in cash flows from investing activities; and
|
§
|
$23 million increase in settlement payments in 2012 for wildfire claims; offset by
|
§
|
$90 million higher net income, adjusted for noncash items included in earnings, in 2012 compared to 2011, primarily due to an increase in deferred income taxes related to regulatory balancing accounts and temporary differences in the financial and tax basis of depreciable and amortizable assets.
|
§
|
a $110 million decrease in accounts receivable in 2012; offset by
|
§
|
$29 million lower net income, adjusted for noncash items included in earnings, in 2012 compared to 2011.
|
|
|
Other
|
||
|
Pension
|
Postretirement
|
||
(Dollars in millions)
|
Benefits
|
Benefits
|
||
Sempra Energy Consolidated
|
$
|
10
|
$
|
15
|
SDG&E
|
|
―
|
|
4
|
SoCalGas
|
|
2
|
|
10
|
CASH USED IN INVESTING ACTIVITIES
|
||||||||
(Dollars in millions)
|
||||||||
|
2012
|
2012 Change
|
2011
|
|||||
Sempra Energy Consolidated
|
$
|
(859)
|
$
|
103
|
14
|
%
|
$
|
(756)
|
SDG&E
|
|
(399)
|
|
(153)
|
(28)
|
|
|
(552)
|
SoCalGas
|
|
(365)
|
|
(90)
|
(20)
|
|
|
(455)
|
§
|
a $204 million increase in capital expenditures;
|
§
|
$99 million in payments in 2011 by SDG&E for claims related to wildfire litigation using restricted funds received from a wildfire litigation settlement in 2010; and
|
§
|
$43 million invested in Flat Ridge 2; offset by
|
§
|
a $300 million increase in SDG&E’s restricted cash due to funds received in 2011 from a wildfire litigation settlement.
|
§
|
a $300 million increase in restricted cash due to funds received from a wildfire litigation settlement in 2011; offset by
|
§
|
a $50 million increase in capital expenditures; and
|
§
|
$99 million in payments in 2011 for claims related to wildfire litigation using restricted funds received from a wildfire litigation settlement.
|
§
|
$2.1 billion at the California Utilities for capital projects and plant improvements ($1.4 billion at SDG&E and $710 million at SoCalGas)
|
§
|
$1.0 billion at our other subsidiaries for capital projects in South America, renewable energy generation projects, and development of natural gas storage facilities and pipelines.
|
§
|
$630 million for improvements to SDG&E’s natural gas and electric distribution systems
|
§
|
$170 million at SDG&E for the Sunrise Powerlink transmission line and substation expansions
|
§
|
$200 million for improvements to SDG&E’s electric transmission systems
|
§
|
$90 million for SDG&E’s electric generation plants and equipment
|
§
|
$285 million for SDG&E’s renewable energy projects
|
§
|
$710 million at SoCalGas for improvements to distribution and transmission systems and storage facilities, and for advanced metering infrastructure
|
§
|
approximately $100 million to $200 million for capital projects in South America, including approximately $70 million for the Santa Teresa hydroelectric power plant at Luz del Sur
|
§
|
approximately $400 million for investment in the first phase (150 MW) of Mesquite Solar, a solar project at our Mesquite Power plant near Arlington, Arizona
|
§
|
approximately $100 million for investment in the second phase (approximately 150 MW) of Copper Mountain Solar, a solar project located near Boulder City, Nevada
|
§
|
approximately $200 million for investment in other renewable energy projects
|
§
|
approximately $100 million for development of natural gas storage projects at Bay Gas and Mississippi Hub
|
§
|
approximately $50 million to $100 million for other natural gas projects
|
CASH FLOWS FROM FINANCING ACTIVITIES
|
||||||||
(Dollars in millions)
|
||||||||
|
2012
|
2012 Change
|
2011
|
|||||
Sempra Energy Consolidated
|
$
|
310
|
$
|
52
|
20
|
%
|
$
|
258
|
SDG&E
|
|
243
|
|
47
|
24
|
|
|
196
|
SoCalGas
|
|
(50)
|
|
250
|
83
|
|
|
(300)
|
§
|
$205 million higher issuances of long-term debt; offset by
|
§
|
$87 million higher long-term debt payments;
|
§
|
a $32 million higher decrease in short-term debt; and
|
§
|
a $21 million increase in common dividends paid.
|
§
|
$249 million higher issuances of long-term debt; offset by
|
§
|
a $200 million capital contribution from Sempra Energy in 2011.
|
§
|
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.
|
§
|
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 March 31, 2012:
|
|
|
|
|
|
|
|
|
|
|
|
|
California Utilities fixed-rate
|
$
|
4,867
|
$
|
616
|
$
|
3,555
|
$
|
501
|
$
|
1,312
|
$
|
115
|
California Utilities variable-rate
|
|
588
|
|
23
|
|
588
|
|
23
|
|
―
|
|
―
|
All other, fixed-rate and variable-rate
|
|
5,236
|
|
296
|
|
―
|
|
―
|
|
―
|
|
―
|
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.
|
EXHIBIT 10 -- MATERIAL CONTRACTS
|
|
Sempra Energy
|
|
10.1
|
Form of Sempra Energy 2008 Long Term Incentive Plan 2012 Performance-Based Restricted Stock Unit Award.
|
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.
|
San Diego Gas & Electric Company
|
|
12.2
|
San Diego Gas & Electric Company Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends.
|
Southern California Gas Company
|
|
12.3
|
Southern California Gas Company Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends.
|
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
|
SIGNATURES
|
|
Sempra Energy:
|
|
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)
|
|
Date: May 3, 2012
|
By: /s/ Joseph A. Householder
|
Joseph A. Householder
Executive Vice President, Chief Financial Officer and Chief Accounting Officer
|
San Diego Gas & Electric Company:
|
|
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)
|
|
Date: May 3, 2012
|
By: /s/ Robert M. Schlax
|
Robert M. Schlax
Vice President, Controller, Chief Financial Officer and Chief Accounting Officer
|
Southern California Gas Company:
|
|
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)
|
|
Date: May 3, 2012
|
By: /s/ Robert M. Schlax
|
Robert M. Schlax
Vice President, Controller, Chief Financial Officer and Chief Accounting Officer
|
(FH$8IS,`8F$/_P-@I0'2K#X#>44K9O,:RS@1/D^R
M$Y=V2$7CD<<@R+G,@BK3I#JMJ'B-TLQFR(.<^BPH0&82$!)'J)`NDJ2$#,K/
M%IU#G2NZHC:P06(8L]@;'XT02+I1"";05,5"DB0_W4FAC9SSF2=.L$M)%`B!
MYMC%VBS13#GL(2*!5,(PXNF.(T$D`^73'=Q(,##=SO&]D/H=B0?=\&DM_@S1/:W=L`_A@";N`[4>#8?>`(3M_U+=_J#=_)
M_=P.#AD)WN`$+MX1OM@7#AP9;N'9S>'7+>(?SA@A;M]@3>+?K>`GCA@I+N'0
MK=&8#<
SEMPRA ENERGY
2008 LONG TERM INCENTIVE PLAN
2012 PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD
You have been granted a performance-based restricted stock unit award representing the right to receive the number of shares of Sempra Energy Common Stock set forth below, subject to the vesting conditions set forth below. The restricted stock units, and dividend equivalents with respect to the restricted stock units, under your award may not be sold or assigned and will be subject to forfeiture unless and until they vest based upon the satisfaction of total shareholder return performance criteria for a performance period beginning on January 1, 2012 and ending in January 2016. Shares of Common Stock will be distributed to you after the completion of the performance period ending in January 2016, if the restricted stock units vest under the terms and conditions of your award. The terms and conditions of your award are set forth in the attached Year 2012 Restricted Stock Unit Award Agreement and in the Sempra Energy 2008 Long Term Incentive Plan, which has been provided to you. The summary below highlights selected terms and conditions but it is not complete and you should carefully read the attachments to fully understand the terms and conditions of your award. | |||
| SUMMARY |
| |
|
| ||
Date of Award: | January 3, 2012 | ||
Name of Recipient: |
| ||
Recipients Employee Number: |
| ||
Number of Restricted Stock Units (prior to any dividend equivalents): |
| ||
At Target: |
| ||
At Maximum: | 150% of Target (e.g. 1,000 at Target = 1,500 at Maximum) | ||
Award Date Fair Market Value per Share of Common Stock: | $54.83 | ||
Restricted Stock Units: | |||
Your restricted stock units represent the right to receive shares of Common Stock in the future, subject to the terms and conditions of your award. Your restricted stock units are not shares of Common Stock. The target number of restricted stock units will vest (as described below), if the target total shareholder return (a return at the 50th percentile) is achieved. If above target total shareholder return is achieved, you may vest in up to the maximum number of restricted stock units. | |||
Vesting/Forfeiture of Restricted Stock Units: | |||
Your restricted stock units will vest only upon and only to the extent that the Compensation Committee determines and certifies that Sempra Energy has met specified total shareholder return performance criteria for the performance period beginning on January 1, 2012 and ending at the close of trading on the first New York Stock Exchange trading day of 2016. Any restricted stock units that do not vest upon the Compensation Committee's determination and certification will be forfeited. | |||
Transfer Restrictions: | |||
Your restricted stock units may not be sold or otherwise transferred and will remain subject to forfeiture conditions until they vest. | |||
Termination of Employment: | |||
Your restricted stock units also may be forfeited if your employment terminates. | |||
Dividend Equivalents: | |||
You also have been awarded dividend equivalents with respect to your restricted stock units. Your dividend equivalents represent the right to receive additional shares of Common Stock in the future, subject to the terms and conditions of your award. Your dividend equivalents will be determined based on the dividends that you would have received, had you held shares of Common Stock equal to the vested number of your restricted stock units from the date of your award to the date of the distribution of shares of Common Stock following the vesting of your restricted stock units, and assuming that the dividends were reinvested in Common Stock (and any dividends on such shares were reinvested in Common Stock). The dividends will be deemed reinvested in Common Stock in the same manner as dividends reinvested pursuant to the terms of the Sempra Dividend Reinvestment Plan. Your dividend equivalents will be subject to the same transfer restrictions and forfeiture and vesting conditions as the shares represented by your restricted stock units. | |||
Distribution of Shares: | |||
Shares of Common Stock will be distributed to you to the extent your restricted stock units vest. The shares will be distributed to you after the completion of the performance period ending in January 2016 and the Compensation Committees determination and certification of Sempra Energys total shareholder return for the performance period. The shares of Common Stock will include the additional shares to be distributed pursuant to your dividend equivalents. | |||
Taxes: | |||
Upon distribution of shares of Common Stock to you, you will be subject to income taxes on the value of the distributed shares at the time of distribution and must pay applicable withholding taxes. | |||
By your acceptance of this award, you agree to all of the terms and conditions set forth in this Cover Page/Summary, the attached Year 2012 Restricted Stock Unit Award Agreement and the Sempra Energy 2008 Long Term Incentive Plan. |
Recipient: |
| X |
|
| (Signature) |
Sempra Energy: |
| /s/ Debra L. Reed |
|
| (Signature) |
Title: |
| Chief Executive Officer |
SEMPRA ENERGY
2008 LONG TERM INCENTIVE PLAN
Year 2012 Restricted Stock Unit Award Agreement
By your acceptance of this award, you agree
to all of the terms and conditions described above and in the 2008 Long Term Incentive Plan
Exhibit A
Examples Illustrating the Determination
of the Vested Percentage of the
Target Number of Restricted Stock Units
The following examples illustrate how the percentage of the target number of restricted stock units is to be determined. The examples assume that Sempra Energy achieves certain total cumulative shareholder returns for the performance period. The vested percentage of your target number of restricted stock units will be determined based on Sempra Energys actual cumulative total shareholder return for the performance period as measured at the end of the performance period. No assurance is given that Sempra Energy will achieve the cumulative total shareholder returns shown in the examples.
Example 1
Sempra Energys total cumulative shareholder return for the performance period among the companies (ranked by total shareholder returns) in the S&P 500 Utility Index, as determined and certified by the Compensation Committee, is at the 80th percentile.
Because Sempra Energys cumulative total cumulative shareholder return is above the 75th percentile, 150% of the target number of restricted stock units vest. This is the maximum number of restricted stock units under the award.
Example 2
Sempra Energys cumulative total shareholder return for the performance period among the companies (ranked by total shareholder returns) in the S&P 500 Utility Index, as determined and certified by the Compensation Committee, is at the 67th percentile.
The percentage of the target number of restricted stock units that vest is determined by a linear interpolation between the percentage based on the achievement of the 65th percentile (130%) and the percentage based on the achievement of the 70th percentile (140%).
The percentage is determined as follows:
(a)
130% (the percentage based on the achievement of the 65th percentile), plus
(b)
10% (the percentage based on the achievement of the 75th percentile, less the percentage based on the achievement of the 65th percentile), multiplied by an interpolation factor.
The interpolation factor equals (67th percentile, less 65th percentile), divided by (70th percentile, less 65th percentile), or two fifths (2/5).
The percentage based on the achievement of the 67th percentile equals: (a) 130%, plus (b) 10%, multiplied by 2/5, or 134%. Based on Sempra Energys cumulative total shareholder return, 134% of the target number of restricted stock units vest.
Example 3
Sempra Energys cumulative total shareholder return for the performance period among the companies (ranked by total shareholder returns) in the S&P 500 Utility Index, as determined and certified by the Compensation Committee, is at the 45th percentile.
Sempra Energys cumulative total shareholder return for the performance period among the companies (ranked by total shareholder returns) in the S&P 500 Composite Index, as determined and certified by the Compensation, is at or above the 50th percentile.
Because Sempra Energys cumulative total shareholder return is at the 45th percentile when ranked among the companies in the S&P 500 Utility Index, 70% of the target number of restricted stock units would vest (before taking into account Sempra Energys performance among the companies in the S&P 500 Composite Index).
However, because Sempra Energys cumulative total shareholder return is at or above the 50th percentile when ranked among the companies in the S&P 500 Composite Index, 100% of the target number of restricted stock units vest.
Example 4
Sempra Energys cumulative total shareholder return for the performance period among the companies (ranked by total shareholder returns) in the S&P 500 Utility Index, as determined and certified by the Compensation Committee, is at the 30th percentile.
Also, Sempra Energys total shareholder return for the performance period among the companies (ranked by cumulative total shareholder returns) in the S&P 500 Composite Index, as determined and certified by the Compensation Committee, is below the 50th percentile.
Because Sempra Energys total shareholder return for the performance period among companies in the S&P 500 Utility Index is below the 35th percentile, none of the target number of restricted stock units vest.
| |||||||||||||
EXHIBIT 12.1 | |||||||||||||
SEMPRA ENERGY | |||||||||||||
COMPUTATION OF RATIO OF EARNINGS TO COMBINED FIXED CHARGES | |||||||||||||
AND PREFERRED STOCK DIVIDENDS | |||||||||||||
(Dollars in millions) | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
| March 31, | |
|
| 2007 |
| 2008(1) |
| 2009(1) |
| 2010(1) |
| 2011(1) |
| 2012 | |
Fixed charges and preferred stock dividends: |
|
|
|
|
|
|
|
|
|
|
|
| |
Interest |
| $ 379 |
| $ 353 |
| $ 455 |
| $ 492 |
| $ 549 |
| $ 143 | |
Interest portion of annual rentals |
| 6 |
| 3 |
| 2 |
| 3 |
| 2 |
| 1 | |
Preferred dividends of subsidiaries (2) |
| 14 |
| 13 |
| 13 |
| 11 |
| 10 |
| 2 | |
Total fixed charges |
| 399 |
| 369 |
| 470 |
| 506 |
| 561 |
| 146 | |
Preferred dividends for purpose of ratio |
| - |
| - |
| - |
| - |
| - |
| - | |
Total fixed charges and preferred dividends for purpose of ratio |
| $ 399 |
| $ 369 |
| $ 470 |
| $ 506 |
| $ 561 |
| $ 146 | |
Earnings: |
|
|
|
|
|
|
|
|
|
|
|
| |
Pretax income from continuing operations before adjustment for income or loss from equity investees |
| $ 1,538 |
| $ 1,009 |
| $ 977 |
| $ 1,079 |
| $ 1,747 |
| $ 345 | |
Add: |
|
|
|
|
|
|
|
|
|
|
|
| |
Total fixed charges (from above) |
| 399 |
| 369 |
| 470 |
| 506 |
| 561 |
| 146 | |
Distributed income of equity investees |
| 19 |
| 133 |
| 493 |
| 260 |
| 96 |
| 15 | |
Less: |
|
|
|
|
|
|
|
|
|
|
|
| |
Interest capitalized |
| 100 |
| 100 |
| 73 |
| 74 |
| 27 |
| 11 | |
Preferred dividends of subsidiaries (2) |
| 10 |
| 10 |
| 13 |
| 11 |
| 10 |
| 2 | |
Total earnings for purpose of ratio |
| $ 1,846 |
| $ 1,401 |
| $ 1,854 |
| $ 1,760 |
| $ 2,367 |
| $ 493 | |
Ratio of earnings to combined fixed charges and preferred stock dividends |
| 4.63 |
| 3.80 |
| 3.94 |
| 3.48 |
| 4.22 |
| 3.38 | |
|
|
|
|
|
|
|
|
|
|
|
|
| |
Ratio of earnings to fixed charges |
| 4.63 |
| 3.80 |
| 3.94 |
| 3.48 |
| 4.22 |
| 3.38 | |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) | As adjusted for the retrospective effect of a change in accounting principle. This change had no impact at December 31, 2007 or for the year then ended. | ||||||||||||
(2) | 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 31.1
CERTIFICATION
I, Debra L. Reed, certify that:
1.
I have reviewed this report on Form 10-Q 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.
May 3, 2012
/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-Q 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.
May 3, 2012
/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-Q 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.
May 3, 2012
/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-Q 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.
May 3, 2012
/S/ Robert M. Schlax |
Robert M. Schlax |
Chief Financial Officer |
EXHIBIT 31.5
CERTIFICATION
I, Michael W. Allman, certify that:
1.
I have reviewed this report on Form 10-Q 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.
May 3, 2012
/S/ Michael W. Allman |
Michael W. Allman |
Chief Executive Officer |
EXHIBIT 31.6
CERTIFICATION
I, Robert M. Schlax, certify that:
1.
I have reviewed this report on Form 10-Q 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.
May 3, 2012
/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 Quarterly Report on Form 10-Q of the Company filed with the Securities and Exchange Commission for the quarter ended March 31, 2012 (the "Quarterly 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 Quarterly Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
May 3, 2012
/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 Quarterly Report on Form 10-Q of the Company filed with the Securities and Exchange Commission for the quarter ended March 31, 2012 (the "Quarterly 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 Quarterly Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
May 3, 2012
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 Quarterly Report on Form 10-Q of the Company filed with the Securities and Exchange Commission for the quarter ended March 31, 2012 (the "Quarterly 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 Quarterly Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
May 3, 2012
/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 Quarterly Report on Form 10-Q of the Company filed with the Securities and Exchange Commission for the quarter ended March 31, 2012 (the "Quarterly 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 Quarterly Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
May 3, 2012
/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 Quarterly Report on Form 10-Q of the Company filed with the Securities and Exchange Commission for the quarter ended March 31, 2012 (the "Quarterly 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 Quarterly Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
May 3, 2012
/S/ Michael W. Allman |
Michael W. Allman |
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 Quarterly Report on Form 10-Q of the Company filed with the Securities and Exchange Commission for the quarter ended March 31, 2012 (the "Quarterly 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 Quarterly Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
May 3, 2012
/S/ Robert M. Schlax |
Robert M. Schlax |
Chief Financial Officer |
(Z##)1'D&C``L,=T`1!+3K=G\3Y/*1>X,@$&C^.3 ?=&
M-3P,.U0'.YJZKFRK[+#A@L;_N$K4FI;0M)5:8>1/K4P7^#P=:#H7#[Y''WX9
M'OHN/OQ*5_:&!]?&AVVZ$DYL&H;;8[KGGLCM?CA4Q8<_`EG'L-X)*R/9$[H'
MN($*P$`-#];$AYH^;`6R/C[L!@8U8;"EK+,>PZ8=?@+TMD5]X>B[=.6A"-A]
M>C2H&+EI!C"0X&EJF''/#V4F>T1A@94[5(4EM<6>J-P=$1!8`4VC_2SC@C+6
MWZ/30."YMDT"#Z3Y343W05D0R;X'4`.&8.R':\`&AP(#.4,PSMN)SOO_]);>
MB^V]!=P`U+E=%K(@&J@3%:UG00T8@FQRT@>R8-][R\6[A7*^$/6UJHSQM:RM
MWA\N?O^I.HE%TU2^@M+*%:DC)M7(8W=Q,I78%>I6^\+7.PW%L#-)+52UZPB-
M7:5I53,46A +8Y:^<&"X9*"Z`GQ?`^SR10X<`CL& GW#J].>KTYKKTZ+5J 7AH&D))[&R"E)/1=(/7GD)*W;ZJW
M;S9O]Q-K^__ZYJ_^=.?9KOQ9#>G>;Q:,1)]EP3`:V53VVBSL=9A%RUZ;A;U:
M(0=[;2I[;>.NEN\IB0[@C
1"EOA#0IE;F1S=')E86T-96YD;V)J
M#3$R(#`@;V)J#3P\+T-O;G1E;G1S(#$S(#`@4B]#U;4W=5NWOE,$FHVOV+0J2VKI.#'7412:X^E!VY.(LOE^;'"XDN
MN&F=/
`_,!PQRI-Y
38%!J_4OOZ`[DS4S`_:J9@?NPW!4_'-%EB
M_BD2A\:F*0KAE9BNVA!\=1<>[NO=OZ5S7;4%