SEMPRA
For the period ended Dec 31, 2024. Filed Feb 25, 2025.
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FY2024 · Filed Feb 25, 2025
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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549
| (Mark One) | |||
|---|---|---|---|
| For the fiscal year ended | December 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 Registrants as Specified in their Charters, Address and Telephone Number | State of Incorporation | I.R.S. Employer Identification Nos. |
|---|---|---|---|
| 1-14201 | SEMPRA | California | 33-0732627 |
| 488 8th Avenue | |||
| San Diego, California 92101 | |||
| 1-03779 | SAN DIEGO GAS & ELECTRIC COMPANY | California | 95-1184800 |
| 8330 Century Park Court | |||
| San Diego, California 92123 | |||
| 1-01402 | SOUTHERN CALIFORNIA GAS COMPANY | California | 95-1240705 |
| 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 |
| 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 | ||
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
Title of Each Class
SEMPRA:
None
SAN DIEGO GAS & ELECTRIC COMPANY:
None
SOUTHERN CALIFORNIA GAS COMPANY:
6% Preferred Stock, $25 par value
6% Preferred Stock, Series A, $25 par value
| Indicate by check mark if the Registrants are well-known seasoned issuers, as defined in Rule 405 of the Securities Act. | |||
|---|---|---|---|
| Yes | ☒ | No | ☐ |
| Indicate by check mark if the Registrants are not required to file reports pursuant to Section 13 or Section 15(d) of the Act. | |||
| Yes | ☐ | No | ☒ |
| 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 have filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
| If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the Registrants included in the filing reflect the correction of an error to previously issued financial statements. ☐ | |||
|---|---|---|---|
| Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the Registrants’ respective executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐ | |||
| Indicate by check mark whether the Registrants are shell companies (as defined in Rule 12b-2 of the Exchange Act). | |||
| Yes | ☐ | No | ☒ |
| Aggregate market value of the voting and non-voting common equity held by non-affiliates of the Registrant computed by reference to the price at which the common equity was last sold as of June 28, 2024, the last business day of each Registrant’s most recently completed second fiscal quarter: | |
|---|---|
| Sempra | $48.1 billion |
| San Diego Gas & Electric Company | $0 |
| Southern California Gas Company | $0 |
Common stock, without par value, outstanding as of February 19, 2025:
| Sempra | 651,457,249 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 |
| SAN DIEGO GAS & ELECTRIC COMPANY MEETS THE CONDITIONS OF GENERAL INSTRUCTIONS I(1)(a) AND (b) OF FORM 10-K AND IS THEREFORE FILING THIS REPORT WITH A REDUCED DISCLOSURE FORMAT AS PERMITTED BY GENERAL INSTRUCTION I(2). | |
DOCUMENTS INCORPORATED BY REFERENCE:
Portions of the Sempra proxy statement to be filed for its May 2025 annual meeting of shareholders are incorporated by reference into Part III of this annual report on Form 10-K.
Portions of the Southern California Gas Company information statement to be filed for its June 2025 annual meeting of shareholders are incorporated by reference into Part III of this annual report on Form 10-K.
| TABLE OF CONTENTS | ||
|---|---|---|
| Page | ||
| Glossary | 5 | |
| Information Regarding Forward-Looking Statements | 9 | |
| Summary of Risk Factors | 11 | |
| PART I | ||
| Item 1. | Business | 12 |
| Item 1A. | Risk Factors | 38 |
| Item 1B. | Unresolved Staff Comments | 62 |
| Item 1C. | Cybersecurity | 62 |
| Item 2. | Properties | 64 |
| Item 3. | Legal Proceedings | 64 |
| Item 4. | Mine Safety Disclosures | 64 |
| PART II | ||
| Item 5. | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 65 |
| Item 6. | (Reserved) | 65 |
| Item 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 66 |
| Overview | 66 | |
| Results of Operations by Registrant | 67 | |
| Capital Resources and Liquidity | 82 | |
| Critical Accounting Estimates | 101 | |
| Item 7A. | Quantitative and Qualitative Disclosures About Market Risk | 105 |
| Item 8. | Financial Statements and Supplementary Data | 107 |
| Item 9. | Changes in and Disagreements With Accountants on Accounting and Financial Disclosure | 108 |
| Item 9A. | Controls and Procedures | 108 |
| Item 9B. | Other Information | 112 |
| Item 9C. | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | 112 |
| PART III | ||
| Item 10. | Directors, Executive Officers and Corporate Governance | 112 |
| Item 11. | Executive Compensation | 112 |
| Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 113 |
| Item 13. | Certain Relationships and Related Transactions, and Director Independence | 113 |
| Item 14. | Principal Accountant Fees and Services | 114 |
| PART IV | ||
| Item 15. | Exhibits and Financial Statement Schedules | 115 |
| Signatures | 127 | |
| Index to Consolidated Financial Statements | F-1 | |
| Index to Condensed Financial Information of Parent | S-1 | |
This combined Form 10-K 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 II – Item 8 is provided for each Registrant, except for the Notes to Consolidated Financial Statements, which are combined for all the Registrants. All Items other than Part II – Item 8 are combined for the three Registrants.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.