SOUTHERN CALIFORNIA GAS CO
For the period ended Mar 31, 2024. Filed May 7, 2024.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2024 · Filed May 7, 2024
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
| (Mark One) | ||||
|---|---|---|---|---|
| ☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||
| For the quarterly period ended | March 31, 2024 | |||
| 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 Registrant as Specified in its Charter, Address of Principal Executive Office and Telephone Number | State of Incorporation | I.R.S. Employer Identification No. | Former name, former address and former fiscal year, if changed since last report |
|---|---|---|---|---|
| 1-14201 | SEMPRA | California | 33-0732627 | No change |
| 488 8th Avenue | ||||
| San Diego, California 92101 | ||||
| 1-03779 | SAN DIEGO GAS & ELECTRIC COMPANY | California | 95-1184800 | No change |
| 8330 Century Park Court | ||||
| San Diego, California 92123 | ||||
| 1-01402 | SOUTHERN CALIFORNIA GAS COMPANY | California | 95-1240705 | No change |
| 555 West 5th Street | ||||
| Los Angeles, California 90013 | ||||
| SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: | ||
|---|---|---|
| Title of Each Class | Trading Symbol | Name of Each Exchange on Which Registered |
| SEMPRA: | ||
| Common Stock, without par value | SRE | New York Stock Exchange(1) |
| 5.75% Junior Subordinated Notes Due 2079, $25 par value | SREA | New York Stock Exchange |
| SAN DIEGO GAS & ELECTRIC COMPANY: | ||
| None | ||
| SOUTHERN CALIFORNIA GAS COMPANY: | ||
| None | ||
(1)Sempra’s common shares are also registered with the National Securities Registry of the CNBV in Mexico. The registration of Sempra’s common shares with the National Securities Registry does not imply certification regarding the investment quality of the securities, the solvency of the issuer or the accuracy or completeness of the information included in the quarterly report, nor does it confirm acts that may have been performed in contravention of the law. This quarterly report has been filed in Mexico in accordance with the general provisions applicable to issuers and other securities market participants.
| 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 | ☒ | No | ☐ |
| Indicate by check mark whether the Registrants have submitted electronically every Interactive Data File required to be submitted 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 such files). | |||
|---|---|---|---|
| Yes | ☒ | No | ☐ |
| Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. | |||
| Sempra: | ||||
|---|---|---|---|---|
| ☒ Large Accelerated Filer | ☐ Accelerated Filer | ☐ Non-accelerated Filer | ☐ Smaller Reporting Company | ☐ Emerging Growth Company |
| San Diego Gas & Electric Company: | ||||
| ☐ Large Accelerated Filer | ☐ Accelerated Filer | ☒ Non-accelerated Filer | ☐ Smaller Reporting Company | ☐ Emerging Growth Company |
| Southern California Gas Company: | ||||
| ☐ Large Accelerated Filer | ☐ Accelerated Filer | ☒ Non-accelerated Filer | ☐ Smaller Reporting Company | ☐ Emerging Growth Company |
| If an emerging growth company, indicate by check mark if the Registrants have elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. | |||
|---|---|---|---|
| ☐ | |||
| Indicate by check mark whether the Registrants are a shell company (as defined in Rule 12b-2 of the Exchange Act). | |||
| Yes | ☐ | No | ☒ |
| Indicate the number of shares outstanding of each of the issuers’ classes of common stock, as of the latest practicable date. | |||
| Common stock outstanding as of April 30, 2024: | |||
| Sempra | 632,845,743 shares |
|---|---|
| San Diego Gas & Electric Company | Wholly owned by Enova Corporation, which is wholly owned by Sempra |
| Southern California Gas Company | Wholly owned by Pacific Enterprises, which is wholly owned by Sempra |
| TABLE OF CONTENTS | ||
|---|---|---|
| Page | ||
| Glossary | 4 | |
| Information Regarding Forward-Looking Statements | 7 | |
| PART I – FINANCIAL INFORMATION | ||
| Item 1. | Financial Statements | 9 |
| Notes to Condensed Consolidated Financial Statements | ||
| Note 1. General Information and Other Financial Data | 28 | |
| Note 2. New Accounting Standards | 40 | |
| Note 3. Revenues | 41 | |
| Note 4. Regulatory Matters | 44 | |
| Note 5. Sempra – Investments in Unconsolidated Entities | 46 | |
| Note 6. Debt and Credit Facilities | 48 | |
| Note 7. Derivative Financial Instruments | 51 | |
| Note 8. Fair Value Measurements | 56 | |
| Note 9. Sempra – Equity and Earnings Per Common Share | 63 | |
| Note 10. San Onofre Nuclear Generating Station | 66 | |
| Note 11. Commitments and Contingencies | 68 | |
| Note 12. Sempra – Segment Information | 74 | |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 76 |
| Overview | 76 | |
| Results of Operations by Registrants | 76 | |
| Capital Resources and Liquidity | 88 | |
| Critical Accounting Estimates | 100 | |
| New Accounting Standards | 100 | |
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 100 |
| Item 4. | Controls and Procedures | 102 |
| PART II – OTHER INFORMATION | ||
| Item 1. | Legal Proceedings | 102 |
| Item 1A. | Risk Factors | 102 |
| Item 5. | Other Information | 103 |
| Item 6. | Exhibits | 104 |
| Signatures | 107 | |
This combined Form 10-Q is separately filed by Sempra, San Diego Gas & Electric Company and Southern California Gas Company. Information contained herein relating to any one of these individual Registrants is filed by such entity on its own behalf. Each such Registrant makes statements herein only as to itself and its consolidated entities and makes no statement whatsoever as to any other entity.
You should read this report in its entirety as it pertains to each respective Registrant. No one section of the report deals with all aspects of the subject matter. A separate Part I – Item 1 is provided for each Registrant, except for the Notes to Condensed Consolidated Financial Statements, which are combined for all the Registrants. All Items other than Part I – Item 1 are combined for the three Registrants.
None of the website references in this report are active hyperlinks, and the information contained on or that can be accessed through any such website is not and shall not be deemed to be part of or incorporated by reference in this report or any other document that we file with or furnish to the SEC.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.