SAN DIEGO GAS & ELECTRIC CO
For the period ended Dec 31, 2025. Filed Feb 26, 2026.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Feb 26, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-K
Period ended 2024-12-31; filed 2025-02-25.
0001032208-25-000012
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsOverviewResults of Operations by RegistrantSempraSDG&ESoCalGasCapital Resources and LiquidityCritical Accounting EstimatesNew Accounting StandardsCurrent report: 10-K
Period ended 2025-12-31; filed 2026-02-26.
0001032208-26-000010
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsOverviewResults of Operations by RegistrantSempraSDG&ESoCalGasCapital Resources and LiquidityCritical Accounting EstimatesNew Accounting StandardsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 576 previous paragraphs and 599 current paragraphs.
212 unchanged; 171 reworded; 202 added; 185 removed; 8 previous and 14 current paragraphs rearranged.
Tables are not compared: 25 previous and 25 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (202)
Current report
▪The 2025 Wildfire Legislation was signed into law and established, among other things, an $18 billion Continuation Account that would provide additional liquidity to reimburse catastrophic wildfire-related claims incurred by large California electric IOUs if the Wildfire Fund is depleted, and a multi-stakeholder task force, coordinated by the Wildfire Fund’s administrator, to prepare and submit to the California legislature and Governor of California on or before April 1, 2026, a report that evaluates and sets forth recommendations on new models to complement or replace the Wildfire Fund
Current report
▪The CPUC issued an FD for SDG&E’s and SoCalGas’ cost of capital for 2026 through 2028
Current report
▪The CPUC issued an FD in SDG&E’s 2024 GRC Track 2 request that authorizes partial recovery of SDG&E’s WMP costs
Current report
▪Oncor filed its 2025 comprehensive base rate review and expects to receive a final order from the PUCT in the first half of 2026
Current report
▪In June 2025, Texas House Bill 5247, which established the UTM, was signed into law and became effective
Current report
▪In September 2025, we entered into an agreement to sell 45% of our equity interest in SI Partners to the KKR Partners for an aggregate base purchase price of approximately $9.99 billion, subject to adjustments, and expect the sale to close in the second or third quarter of 2026, subject to closing conditions
Current report
▪In December 2025, we entered into an agreement to sell Ecogas for 9.0 billion Mexican pesos (approximately $500 million U.S. dollar-equivalent at December 31, 2025), subject to adjustments, and expect the sale to close in the second or third quarter of 2026, subject to closing conditions
Current report
▪We sold a 49.9% equity interest in the PA LNG Phase 2 project to Blackstone
Current report
▪SI Partners reached a positive FID on the PA LNG Phase 2 project and issued a full notice-to-proceed under Bechtel’s fixed-price EPC contract
Current report
▪We invested $12.6 billion in capital expenditures and investments
Current report
In 2025 compared to 2024, the decrease in earnings of $418 million (23%) was primarily due to:
Current report
▪$432 million charge in 2025 from regulatory disallowances related to 2019 through 2024 associated with the 2024 GRC Track 2 FD, which we discuss in Note 4 of the Notes to Consolidated Financial Statements
Current report
▪$25 million charge in 2025 from disallowed regulatory recovery of COVID-19 costs
Current report
▪$148 million higher CPUC base operating margin, net of operating expenses including higher depreciation, $44 million lower authorized cost of capital and a $32 million charge from regulatory disallowances associated with the 2024 GRC Track 2 FD related to 2025
Current report
▪$15 million impairment in 2024 from disallowed capital costs in the 2024 GRC FD
Current report
In 2025 compared to 2024, losses were $160 million compared to earnings of $911 million primarily due to:
Current report
▪$703 million income tax expense in 2025 as a result of management’s decision to classify SI Partners and Ecogas as held for sale, comprised of the following:
Current report
◦$693 million income tax expense to adjust deferred income tax liabilities primarily related to outside basis differences in our investment in SI Partners
Current report
◦$10 million income tax expense due to the recognition of a deferred tax liability on our outside basis difference in Ecogas
Current report
▪$27 million unfavorable impact related to a customer’s early termination of firm transportation agreements, including interest expense
Current report
▪$52 million from asset and supply optimization driven by higher optimization of transport and storage contracts, higher LNG diversion fees and lower unrealized losses on commodity derivatives due to changes in natural gas prices
Current report
▪$37 million lower depreciation expense as a result of management's decision to classify SI Partners and Ecogas as held for sale
Current report
▪$31 million higher revenues driven by satisfaction of performance obligations related to customer payments received in advance from a contract modification in December 2024 on an LNG storage and regasification agreement that ended in December 2025
Current report
▪$13 million higher net interest income primarily from a change in the fair value of the Support Agreement
Current report
In 2025 compared to 2024, the decrease in losses of $388 million was primarily due to:
Current report
▪$191 million net income tax benefit in 2025 from changes to a valuation allowance against certain tax credit carryforwards offset by changes in state income tax apportionment as a result of management’s decision to classify SI Partners as held for sale
Current report
▪$22 million income tax benefit in 2025 from the impacts of the OBBBA
Current report
▪$11 million preferred deemed dividends related to the redemption of series C preferred stock in 2025
Current report
▪$202 million higher CPUC-authorized base revenues, net of $40 million lower authorized cost of capital
Current report
▪$146 million increase in cost of natural gas sold, which we discuss below
Current report
▪$88 million higher revenues from incremental and balanced capital projects offset by lower authorized cost of capital
Current report
▪$18 million higher regulatory revenues associated with refundable programs, which are fully offset in O&M
Current report
▪$166 million lower regulatory revenues primarily from the release of a regulatory liability in 2024 for gas repairs tax benefits as a result of the 2024 GRC FD
Current report
▪$57 million lower regulatory revenues associated with impacts from the election to accelerate self-developed software deductions, which are offset in income tax expense
Showing the first 40 of 202 passages. Open the source sections for the rest.
Removed paragraphs (185)
Previous report
▪In December 2024, we received net proceeds of $1.2 billion from the issuance of 17,142,858 shares of Sempra common stock from the settlement of forward sale agreements entered into in November 2023
Previous report
▪The CPUC approved an FD to modify the CCM and update SDG&E’s and SoCalGas’ cost of capital effective January 1, 2025
Previous report
▪The CPUC approved an FD in the SB 380 OII finding that the Aliso Canyon natural gas storage facility is currently necessary for natural gas and electric reliability and affordable rates and closed the OII (subject to future CPUC biennial reviews and potential additional proceedings)
Previous report
▪The PUCT approved approximately $2.9 billion of capital expenditures and approximately $520 million of O&M under Oncor’s inaugural system resiliency plan
Previous report
▪Sempra Infrastructure advanced construction of the ECA LNG Phase 1 project and PA LNG Phase 1 project and entered into an EPC contract with Bechtel for the proposed PA LNG Phase 2 project
Previous report
▪Sempra Infrastructure commenced commercial operations at its refined products terminal in Topolobampo
Previous report
▪Sempra Infrastructure made a positive final investment decision on and began construction of the Cimarrón Wind project
Previous report
▪We resolved all VAT and legal matters related to and substantially completed liquidation of our equity method investment in RBS Sempra Commodities LLP
Previous report
In 2024 compared to 2023, the increase in earnings of $99 million (6%) to $1.8 billion was primarily due to:
Previous report
▪$217 million higher income tax benefits primarily from flow-through items, including higher gas repairs tax benefits, offset by $25 million related to income tax benefits in 2023 from previously unrecognized income tax benefits pertaining to gas repairs expenditures
Previous report
▪$9 million higher CPUC base operating margin authorized for 2024, net of operating expenses, including higher authorized cost of capital
Previous report
▪$15 million impairment from disallowed capital costs in the 2024 GRC FD
Previous report
▪write-off of rate base disallowances in 2023 resulting from the PUCT’s final order in Oncor’s comprehensive base rate review
Previous report
In 2024 compared to 2023, the increase in earnings of $34 million (4%) to $911 million was primarily due to:
Previous report
▪$61 million favorable impact from $19 million net interest income in 2024 compared to $42 million net interest expense in 2023 primarily due to higher capitalization of interest expense in 2024 from projects under construction
Previous report
▪$21 million favorable impact from $20 million income tax benefit in 2024 compared to $1 million income tax expense in 2023 primarily from outside basis differences and remeasurement of deferred taxes
Previous report
▪$79 million from the transportation business driven by lower equity earnings and revenues, including the cumulative impact of new tariffs going into effect in June 2023 for certain pipelines in Mexico and a customer’s early termination of firm transportation agreements in 2023
Previous report
▪$15 million from the renewables business driven by lower volumes from wind power generation assets
Previous report
▪$14 million from lower revenues in 2024 offset by higher O&M in 2023 from a provision for expected credit losses on a customer’s past due receivable balance
Previous report
In 2024 compared to 2023, the increase in losses of $433 million to $721 million was primarily due to:
Previous report
▪$5 million related to settlement charges from our non-qualified pension plan in 2024
Previous report
▪$2.6 billion decrease in cost of natural gas sold, which we discuss below
Previous report
▪$268 million lower revenues from incremental and balanced capital projects that are now in CPUC-authorized revenues as a result of the 2024 GRC FD, offset by higher authorized cost of capital
Previous report
▪$79 million lower revenues associated with refundable programs, which are fully offset in O&M
Previous report
▪$372 million higher CPUC-authorized revenues in 2024, including certain incremental and balanced capital projects that are now in CPUC-authorized revenues as a result of the 2024 GRC FD and higher authorized cost of capital
Previous report
▪$310 million higher regulatory revenues primarily from the release of a tax regulatory liability for gas repairs expenditures as a result of the 2024 GRC FD
Previous report
▪$26 million lower regulatory revenues in 2023 from the recognition of previously unrecognized income tax benefits pertaining to gas repairs expenditures, which are offset in income tax expense
Previous report
In 2024 compared to 2023, Sempra’s cost of natural gas decreased by $2.6 billion to $1.1 billion driven by Sempra California, which included:
Previous report
▪$176 million lower revenues associated with refundable programs, which are fully offset in O&M
Showing the first 40 of 185 passages. Open the source sections for the rest.
Reworded paragraphs (171)
Previous wording
▪Sempra is a California-based holding company with energy infrastructure investments in North America. Our businesses invest in, develop and operate energy infrastructure, and provide electric and gas services to customers.
Current wording
▪Sempra is a holding company whose principal businesses are regulated utilities in California and Texas. Our businesses invest in and operate electric and gas utilities and other energy infrastructure that provide energy services to customers.
Previous wording
Throughout the MD&A, our references to earnings represent earnings attributable to common shares. Variance amounts presented are the after-tax earnings impact (based on applicable statutory tax rates unless otherwise noted) and after NCI but before foreign currency and inflation effects, where applicable.
Current wording
Throughout this MD&A, our references to earnings represent earnings attributable to common shares. Variance amounts presented are the after-tax earnings impact (based on applicable statutory tax rates unless otherwise noted) and after NCI but before foreign currency and inflation effects, where applicable.
Previous wording
▪$26 million higher income tax benefit from the resolution of prior year income tax items
Current wording
▪$159 million lower income tax benefits primarily from flow-through items, including gas repairs tax benefits, offset by impacts from the election to accelerate self-developed software deductions and the resolution of prior year income tax items
Previous wording
In 2024 compared to 2023, the increase in earnings of $87 million (13%) to $781 million was primarily due to higher equity earnings from Oncor Holdings driven by:
Current wording
In 2025 compared to 2024, the increase in earnings of $80 million (10%) was primarily due to higher equity earnings from Oncor Holdings driven by:
Previous wording
▪higher interest expense and depreciation expense attributable to increases in invested capital
Current wording
▪higher interest expense and depreciation expense associated with increases in invested capital
Previous wording
▪$499 million favorable impact from foreign currency and inflation effects on our monetary positions in Mexico, comprised of a $263 million favorable impact in 2024 compared to a $236 million unfavorable impact in 2023
Current wording
▪$445 million unfavorable impact from foreign currency and inflation effects on our monetary positions in Mexico, comprised of a $181 million unfavorable impact in 2025 compared to a $264 million favorable impact in 2024
Previous wording
▪$23 million income tax benefit in 2023 from the remeasurement of certain deferred income taxes
Current wording
▪$43 million lower income tax benefit primarily from outside basis differences and the remeasurement of certain deferred income taxes
Previous wording
▪$47 million favorable impact in interest expense from $30 million unrealized gains in 2024 compared to $17 million unrealized losses in 2023 on interest rate swaps related to the PA LNG Phase 1 project
Current wording
▪$30 million unfavorable impact in interest expense from unrealized gains in 2024 on interest rate swaps related to the PA LNG Phase 1 project
Previous wording
▪$463 million from asset and supply optimization driven by unrealized losses in 2024 compared to unrealized gains in 2023 on commodity derivatives due to changes in natural gas prices and lower LNG diversion fees
Current wording
▪$21 million from TdM driven by lower volumes and lower power prices and unrealized losses in 2025 compared to unrealized gains in 2024 on commodity derivatives due to changes in power prices
Current wording
▪$38 million lower O&M in 2025 primarily from lower provisions for expected credit losses
Previous wording
▪$330 million income tax expense in 2024 from changes to a valuation allowance against foreign tax credits that were carried forward from the implementation of the Tax Cuts and Jobs Act of 2017
Current wording
▪$252 million from $78 million income tax expense in 2025 compared to $330 million income tax expense in 2024 from changes to a valuation allowance against foreign tax credits that were carried forward from the implementation of the TCJA
Previous wording
▪$24 million decrease in equity earnings related to our investment in RBS Sempra Commodities LLP due to $16 million in 2024 from the substantial dissolution of the partnership and $40 million in 2023 related to a legal settlement, which we discuss in Notes 5 and 15 of the Notes to Consolidated Financial Statements
Current wording
▪$16 million equity earnings in 2024 related to our investment in RBS Sempra Commodities LLP from the substantial dissolution of the partnership
Previous wording
The regulatory framework permits SDG&E and SoCalGas to recover certain program expenditures and other costs authorized by the CPUC (referred to as “refundable programs”).
Current wording
The regulatory framework permits SDG&E and SoCalGas to recover certain program expenditures and other costs authorized by the CPUC (referred to as “refundable programs”), which may be subject to reviews for reasonableness.
Previous wording
In 2024 compared to 2023, Sempra’s natural gas revenues decreased by $2.4 billion (25%) to $7.1 billion driven by Sempra California, which included:
Current wording
In 2025 compared to 2024, Sempra’s natural gas revenues increased by $178 million (2%) driven by Sempra California, which included:
Previous wording
Our utilities revenues include electric revenues at Sempra California, substantially all of which is at SDG&E. Intercompany revenues are eliminated in Sempra’s Consolidated Statements of Operations.
Current wording
Our utilities revenues include electric revenues at Sempra California, substantially all of which are at SDG&E. Intercompany revenues are eliminated in Sempra’s Consolidated Statements of Operations.
Previous wording
In 2024 compared to 2023, Sempra’s electric revenues decreased by $38 million (1%) remaining at $4.3 billion driven by Sempra California, which included:
Current wording
In 2025 compared to 2024, Sempra’s electric revenues increased by $256 million (6%) driven by Sempra California, which included:
Previous wording
▪$137 million lower cost of electric fuel and purchased power, which we discuss below
Current wording
▪$140 million increase in cost of electric fuel and purchased power, which we discuss below
Previous wording
▪$18 million lower revenues from a $5 million credit in 2024 compared to a $13 million cost in 2023 for the non-service components of net periodic benefit cost, which fully offsets in other income, net
Current wording
▪$22 million higher revenues from a $17 million cost in 2025 compared to a $5 million credit in 2024 for the non-service components of net periodic benefit cost, which fully offsets in other income, net
Previous wording
▪$178 million lower ITCs from standalone energy storage projects, which are offset in income tax expense
Current wording
▪$115 million lower regulatory revenues from higher ITCs from standalone energy storage projects, which are offset in income tax expense
Previous wording
▪$276 million lower purchased power primarily due to change in excess capacity sales
Current wording
▪$151 million higher purchased power primarily due to changes in excess capacity sales and tolling agreements
Previous wording
▪$331 million lower sales to the California ISO due to lower market prices
Current wording
▪$55 million lower sales to the California ISO due to lower market prices
Previous wording
▪$242 million lower purchased power from the California ISO due to lower market prices
Current wording
▪$62 million lower purchased power from the California ISO due to lower market prices and lower customer demand from departing load now served by CCAs
Previous wording
In 2024 compared to 2023, Sempra’s revenues from energy-related businesses decreased by $1.1 billion (40%) to $1.7 billion primarily due to:
Current wording
In 2025 compared to 2024, Sempra’s revenues from energy-related businesses increased by $83 million (5%) primarily due to:
Previous wording
▪$1.0 billion from asset and supply optimization from contracts to sell natural gas and LNG to third parties, including:
Current wording
▪$59 million from asset and supply optimization from contracts to sell natural gas and LNG to third parties, including:
Previous wording
◦$115 million primarily from lower diversion fees due to lower natural gas prices
Current wording
◦$54 million primarily from higher diversion fees due to higher natural gas prices
Previous wording
▪$45 million from TdM mainly due to $78 million from lower power prices offset by $26 million from higher volumes
Current wording
▪$14 million from TdM mainly due to lower volumes and lower power prices
Previous wording
In 2024 compared to 2023, Sempra’s cost of sales from energy-related businesses decreased by $168 million (31%) to $380 million primarily due to:
Current wording
In 2025 compared to 2024, Sempra’s cost of sales from energy-related businesses decreased by $13 million (3%) primarily due to:
Previous wording
▪$69 million driven by lower natural gas purchases related to asset and supply optimization
Current wording
▪$27 million driven by lower LNG purchases offset by higher natural gas purchases related to asset and supply optimization
Previous wording
In 2024 compared to 2023, Sempra’s O&M decreased by $122 million (2%) to $5.3 billion primarily due to:
Current wording
In 2025 compared to 2024, Sempra’s O&M decreased by $55 million (1%) primarily due to:
Previous wording
▪$5 million lower non-service components of net periodic benefit cost, including $17 million at Sempra California
Current wording
◦$5 million lower expenses associated with refundable programs, which costs are recovered in revenue
Previous wording
◦$33 million higher development costs and certain non-capitalized expenses from projects under construction
Current wording
◦$38 million higher development costs and certain non-capitalized expenses from projects under construction
Previous wording
In 2024 compared to 2023, Sempra’s other income, net, increased by $5 million (4%) to $136 million primarily due to:
Current wording
In 2025 compared to 2024, Sempra’s other income, net, increased by $33 million (24%) to $169 million primarily due to:
Previous wording
◦$18 million lower from $16 million losses in 2024 compared to $2 million gains in 2023 on other foreign currency transactional effects
Current wording
▪$25 million from $11 million gains in 2025 compared to $14 million losses in 2024 driven by foreign currency transactional effects primarily at Sempra Infrastructure
Previous wording
▪$8 million higher net investment gains on dedicated assets in support of our employee nonqualified benefit plan and deferred compensation plan at Parent and other
Current wording
▪$16 million higher net investment gains on dedicated assets in support of our employee nonqualified benefit plan and deferred compensation plan at Parent and other
Previous wording
▪$6 million higher non-service components of net periodic benefit cost
Current wording
▪$41 million higher non-service components of net periodic benefit cost primarily at Sempra California
Previous wording
In 2024 compared to 2023, Sempra’s interest expense decreased by $260 million (20%) to $1.0 billion primarily due to:
Current wording
In 2025 compared to 2024, Sempra’s interest expense increased by $483 million (46%) to $1.5 billion primarily due to:
Showing the first 40 of 171 pairs. Open the source sections for the rest.
Rearranged current paragraphs (14)
Current report — wording carried from elsewhere
▪$19 million higher net investment gains on dedicated assets in support of our employee nonqualified benefit plan and deferred compensation plan
Current report — wording carried from elsewhere
▪$71 million lower at Sempra Infrastructure due to:
Current report — wording carried from elsewhere
▪borrowings under or supported by our credit facilities
Current report — wording carried from elsewhere
▪other incurrences of debt which may include issuing debt securities and obtaining term loans
Current report — wording carried from elsewhere
▪issuing equity securities under our ATM program or other offerings
Current report — wording carried from elsewhere
▪funding from NCI owners or CRNCI owners
Current report — wording carried from elsewhere
We believe that these cash flow sources, combined with available funds, will be adequate to fund our operations in both the short-term and long-term, including to:
Current report — wording carried from elsewhere
In the first quarter of 2025, we entered into a forward sale agreement under the ATM program for the sale of 2,087,317 shares of Sempra common stock that remain subject to future settlement. At the initial forward price of $70.6593 per share, the net proceeds from this forward sale agreement if we elect full physical settlement would be approximately $147 million. At December 31, 2025, a total of 2,087,317 shares of Sempra common stock remain subject to future settlement under this forward sale agreement, which may be settled on one or more dates specified by us no later than March 31, 2027.
Current report — wording carried from elsewhere
We did not initially receive any proceeds from the sale of shares pursuant to the forward sale agreements. Although we may settle the forward sale agreements entirely by the physical delivery of shares of our common stock in exchange for cash proceeds, we may, subject to certain conditions, elect cash settlement or net share settlement for all or a portion of our obligations under the forward sale agreements.
Current report — wording carried from elsewhere
At December 31, 2025, approximately $2.6 billion of common stock remained available for sale under the ATM program.
Current report — wording carried from elsewhere
SI Partners has received authorizations from the DOE that permit the export of LNG to be produced from the PA LNG Phase 2 project to all current and future FTA and non-FTA countries, and from the FERC for the siting, construction and operation of the PA LNG Phase 2 project.
Current report — wording carried from elsewhere
Port Arthur Pipeline Louisiana Connector. SI Partners is constructing the Port Arthur Pipeline Louisiana Connector, a 72-mile pipeline connecting the PA LNG Phase 1 project to Gillis, Louisiana.
Current report — wording carried from elsewhere
We estimate the capital expenditures for the project will be approximately $1 billion, including capitalized interest at the project level and project contingency. The actual amount of capital expenditures may differ substantially from our estimates. The Port Arthur Pipeline Louisiana Connector achieved mechanical completion in January 2026, and we expect it to be ready for service ahead of the PA LNG Phase 1 project’s gas requirements.
Current report — wording carried from elsewhere
At December 31, 2025, Sempra Infrastructure had $389 million in PP&E, net, related to the Guaymas-El Oro segment of the Sonora pipeline, which could be subject to impairment if, among other things, Sempra Infrastructure is unable to re-route a portion of the pipeline and resume operations or if Sempra Infrastructure terminates the contract and is unable to obtain recovery, which in each case could have a material adverse effect on Sempra’s business, results of operations, financial condition, cash flows and/or prospects.
Rearranged previous paragraphs (8)
Previous report — wording carried elsewhere
▪We established an ATM program providing for the offer and sale of shares of Sempra common stock having an aggregate gross sales price of up to $3.0 billion, and entered into a forward sale agreement under the ATM program for the sale of 2,909,274 shares with net proceeds expected to be approximately $268 million
Previous report — wording carried elsewhere
▪The CPUC approved an FD in the GRC for SDG&E’s and SoCalGas’ revenue requirements for 2024 and attrition year adjustments for 2025 through 2027
Previous report — wording carried elsewhere
▪SDG&E submitted its TO6 filing to the FERC, which the FERC accepted but suspended the effective date to June 1, 2025 and disallowed inclusion of the California ISO adder, which SDG&E has appealed
Previous report — wording carried elsewhere
▪$12 million higher electric transmission margin
Previous report — wording carried elsewhere
▪$11 million higher net regulatory interest income
Previous report — wording carried elsewhere
▪$40 million higher income tax benefit from the resolution of prior year income tax items
Previous report — wording carried elsewhere
Since the GRC FD is effective retroactive to January 1, 2024, SDG&E and SoCalGas recorded the retroactive impacts in the fourth quarter of 2024. The incremental revenue requirements associated with the period from January 1, 2024 through January 31, 2025 are being recovered in rates over an 18-month period that began on February 1, 2025.
Previous report — wording carried elsewhere
Regulatory and Other Actions by the Mexican Government