SAN DIEGO GAS & ELECTRIC CO
For the period ended Dec 31, 2025. Filed Feb 26, 2026.
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FY2025 · Filed Feb 26, 2026
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Notes to Condensed Financial Information of Parent
NOTE 1. BASIS OF PRESENTATION
The condensed financial information of Sempra has been prepared in accordance with SEC Regulation S-X Rule 5-04 and Rule 12-04. We apply the same accounting policies as in the consolidated financial statements of Sempra, except that Sempra accounts for the earnings of its subsidiaries under the equity method in this unconsolidated financial information. This financial information should be read in conjunction with Sempra’s consolidated financial statements and the accompanying notes thereto included in this Form 10-K.
Sempra received cash dividends from its subsidiaries totaling $1.5 billion, $908 million and $1.9 billion in 2025, 2024 and 2023, respectively.
NOTE 2. NEW ACCOUNTING STANDARDS
We describe in Note 2 of the Notes to Consolidated Financial Statements recent pronouncements that have had or may have a significant effect on Sempra’s results of operations, financial condition, cash flows or disclosures.
NOTE 3. DEBT AND CREDIT FACILITY
SHORT-TERM DEBT
Committed Line of Credit
At December 31, 2025, Sempra had capacity of $4.0 billion under a committed line of credit that expires in October 2030, which provides liquidity and supports its commercial paper program, with available unused credit of $3.0 billion before reductions of any unamortized discounts.
The principal terms of Sempra’s committed line of credit include the following:
The facility has a syndicate of 23 lenders. No single lender has greater than a 6% share in the facility.
The facility provides for the issuance of $200 million of letters of credit. Subject to obtaining commitments from existing or new lenders and satisfaction of other specified conditions, Sempra has the right to increase its letter of credit commitment to up to $500 million. No letters of credit were outstanding at December 31, 2025.
Borrowings bear interest at a benchmark rate plus a margin that varies with Sempra’s credit rating.
Sempra must maintain a ratio of indebtedness to total capitalization (as defined in its credit facility) of no more than 65% at the end of each quarter. At December 31, 2025, Sempra was in compliance with this ratio under its credit facility.
LONG-TERM DEBT
The following table shows the detail and maturities of uncollateralized long-term debt outstanding.
| LONG-TERM DEBT | ||
|---|---|---|
| (Dollars in millions) | ||
| December 31, | ||
| 2025 | 2024 | |
| 3.30% Notes April 1, 2025 | $— | $750 |
| 5.40% Notes August 1, 2026 | 550 | 550 |
| 3.25% Notes June 15, 2027 | 750 | 750 |
| 3.40% Notes February 1, 2028 | 1,000 | 1,000 |
| 3.70% Notes April 1, 2029 | 500 | 500 |
| 5.50% Notes August 1, 2033 | 700 | 700 |
| 3.80% Notes February 1, 2038 | 1,000 | 1,000 |
| 6.00% Notes October 15, 2039 | 750 | 750 |
| 4.00% Notes February 1, 2048 | 800 | 800 |
| 4.125% (next rate reset on April 1, 2027) Junior Subordinated Notes April 1, 2052(1) | 1,000 | 1,000 |
| 6.40% (next rate reset on October 1, 2034) Junior Subordinated Notes October 1, 2054(1) | 1,250 | 1,250 |
| 6.875% (next rate reset on October 1, 2029) Junior Subordinated Notes October 1, 2054(1) | 600 | 600 |
| 6.875% (next rate reset on October 1, 2029) Junior Subordinated Notes October 1, 2054(1) | 500 | 500 |
| 6.55% (next rate reset on April 1, 2035) Junior Subordinated Notes April 1, 2055(1) | 600 | 600 |
| 6.625% (next rate reset on April 1, 2030) Junior Subordinated Notes April 1, 2055(1) | 400 | 400 |
| 6.375% (next rate reset on April 1, 2031) Junior Subordinated Notes April 1, 2056(1) | 800 | — |
| 5.75% Junior Subordinated Notes July 1, 2079(1) | 758 | 758 |
| 11,958 | 11,908 | |
| Current portion of long-term debt | (549) | (750) |
| Unamortized discount on long-term debt | (26) | (30) |
| Unamortized debt issuance costs | (104) | (100) |
| Total long-term debt | $11,279 | $11,028 |
In August 2025, Sempra issued $800 million aggregate principal amount of 6.375% fixed-to-fixed reset rate junior subordinated notes maturing on April 1, 2056. Interest on the notes accrues from and including August 29, 2025 and is payable semi-annually in arrears on April 1 and October 1 of each year, beginning on April 1, 2026. The notes bear interest (i) from and including August 29, 2025 to, but excluding, April 1, 2031 at the rate of 6.375% per annum and (ii) from and including April 1, 2031, during each subsequent five-year period beginning on April 1 of every fifth year, at a rate per annum equal to the Five-year U.S. Treasury Rate (as defined in the notes) as of the day fallingtwo business days before the first day of such five-year period plus a spread of 2.632%, to be reset on April 1 of every fifth year beginning in 2031; provided that the interest rate during any such five-year period will not reset below 6.375% per annum. We received proceeds of $791 million (net of underwriting discounts and debt issuance costs of $9 million). We used the proceeds from the offering to pay a portion of the cost to redeem all outstanding shares of Sempra’s series C preferred stock.
We may redeem some or all of the notes before their maturity, as follows:
in whole or in part, (i) on any day in the period commencing on the date falling 90 days prior to, and ending on and including April 1, 2031 and (ii) after April 1, 2031, on any interest payment date, at a redemption price in cash equal to 100% of the principal amount of the notes being redeemed, plus, subject to the terms of the notes, accrued and unpaid interest on the notes to be redeemed to, but excluding, the redemption date;
in whole but not in part, at any time following the occurrence and during the continuance of a tax event (as defined in the notes) at a redemption price in cash equal to 100% of the principal amount of the notes, plus, subject to the terms of the notes, accrued and unpaid interest on the notes to, but excluding, the redemption date; and
in whole but not in part, at any time following the occurrence and during the continuance of a rating agency event (as defined in the notes) at a redemption price in cash equal to 102% of the principal amount of the notes, plus, subject to the terms of the notes, accrued and unpaid interest on the notes to, but excluding, the redemption date.
The notes are unsecured obligations and rank junior and subordinate in right of payment to our existing and future senior indebtedness. The notes rank equally in right of payment with our existing 4.125% fixed-to-fixed reset rate junior subordinated notes due 2052,6.40% fixed-to-fixed reset rate junior subordinated notes due 2054,6.875% fixed-to-fixed reset rate junior subordinated notes due 2054,6.55% fixed-to-fixed reset rate junior subordinated notes due 2055,6.625% fixed-to-fixed reset rate junior subordinated notes due 2055, and 5.75% junior subordinated notes due 2079 and with any future unsecured indebtedness that we may incur if the terms of such indebtedness provide that it ranks equally with the notes in right of payment. The notes are effectively subordinated in right of payment to any secured indebtedness we have incurred or may incur (to the extent of the value of the collateral securing such secured indebtedness) and to all existing and future indebtedness and other liabilities and any preferred equity of our subsidiaries.
At December 31, 2025, scheduled maturities of Sempra’s long-term debt are $550 million in 2026, $750 million in 2027, $1.0 billion in 2028, $500 million in 2029, none in 2030, and $9.2 billion thereafter.
Additional information on Sempra’s short-term and long-term debt is provided in Note 7 of the Notes to Consolidated Financial Statements.
NOTE 4. COMMITMENTS AND CONTINGENCIES
At December 31, 2025 and 2024, Sempra had operating leases for real and personal property of $145 million and $150 million, respectively. Sempra expects undiscounted lease payments for its operating leases to be $12 million in 2026, $13 million in each of 2027 through 2030, and $139 million thereafter through 2040 for a total of $203 million. Operating lease costs were $14 million in each year ended December 31, 2025, 2024 and 2023, with a weighted-average discount rate of 4.67% and 4.66% at December 31, 2025 and 2024, respectively.
For other contingencies and guarantees related to Sempra, refer to Note 16 of the Notes to Consolidated Financial Statements.
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