SRE 10-K Annual Report Dec. 31, 2019 | Alphaminr
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SRE 10-K Fiscal year ended Dec. 31, 2019

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SEMPRA ENERGY
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. Selected Financial DataItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accountant Fees and ServicesPart IVItem 15. Exhibits and Financial Statement SchedulesItem 16. Form 10-k SummaryNote 1. Significant Accounting Policies and Other Financial DataNote 2. New Accounting StandardsNote 3. RevenuesNote 4. Regulatory MattersNote 5. Acquisitions, Divestitures and Discontinued OperationsNote 6. Investments in Unconsolidated EntitiesNote 7. Debt and Credit FacilitiesNote 8. Income TaxesNote 9. Employee Benefit PlansNote 10. Share-based CompensationNote 11. Derivative Financial InstrumentsNote 12. Fair Value MeasurementsNote 13. Preferred StockNote 14. Sempra Energy Shareholders Equity and Earnings Per Common ShareNote 15. San Onofre Nuclear Generating StationNote 16. Commitments and ContingenciesNote 17. Segment InformationNote 18. Quarterly Financial Data (unaudited)Note 1. Basis Of PresentationNote 3. Long-term DebtNote 4. Commitments and Contingencies

Exhibits

2.1 Agreement and Plan of Merger, dated as of August 21, 2017, by and among Sempra Energy, Power Play Merger Sub I, Inc. (now known as Sempra Texas Merger Sub I, Inc.), Energy Future Intermediate Holding Company LLC and Energy Future Holdings Corp. 8-K 2.1 08/25/17 2.2 First Amended Joint Plan of Reorganization of Energy Future Holdings Corp., et al., Pursuant to Chapter 11 of the Bankruptcy Code. 8-K 2.2 08/25/17 2.3 Waiver Agreement, dated as of October 3, 2017, by and among Sempra Energy, Sempra Texas Merger Sub I, Inc., Energy Future Intermediate Holding Company LLC and Energy Future Holdings Corp. 8-K 2.1 10/06/17 2.4 Amendment No. 2 to the Agreement and Plan of Merger, dated as of February 15, 2018, by and among Sempra Energy, Sempra Texas Merger Sub I, Inc., Energy Future Intermediate Holding Company LLC and Energy Future Holdings Corp. 10-K 2.1.3 02/27/18 2.5 Purchase and Sale Agreement, dated as of September 20, 2018, by and between Sempra Solar Portfolio Holdings, LLC and CED Southwest Holdings, Inc. 8-K 2 09/20/18 2.6 Purchase and Sale Agreement, dated as of September 27, 2019, by and between Sempra International Holdings N.V. and China Yangtze Power International (Hongkong) Co., Limited. 8-K 2.1 09/30/19 2.7 Letter of Undertaking, dated as of September 27, 2019, by and between Sempra Energy International Holdings N.V., China Three Gorges Corporation and Ching Three Gorges Construction Management Co., Ltd. 8-K 2.2 09/30/19 2.8 Purchase and Sale Agreement, dated as of October 12, 2019, by and between Sempra Energy International Holdings N.V. and State Grid International Development Limited. 8-K 2.1 10/15/19 3.1 Amended and Restated Articles of Incorporation of Sempra Energy effective May 23, 2008. 3.2 Bylaws of Sempra Energy (as amended through December 15, 2015). 8-K 3.1 12/17/15 3.3 Certificate of Determination of the 6% Mandatory Convertible Preferred Stock, Series A, of Sempra Energy (including the form of certificate representing the 6% Mandatory Convertible Preferred Stock, Series A), filed with the Secretary of State of the State of California and effective January 5, 2018. 8-K 3.1 01/09/18 3.4 Certificate of Determination of the 6.75% Mandatory Convertible Preferred Stock, Series B, of Sempra Energy (including the form of certificate representing the 6.75% Mandatory Convertible Preferred Stock, Series B), filed with the Secretary of State of the State of California and effective July 11, 2018. 8-K 3.1 07/13/18 3.5 Amended and Restated Articles of Incorporation of San Diego Gas & Electric Company effective August 15, 2014. 10-K 3.4 02/26/15 3.6 Bylaws of San Diego Gas & Electric (as amended through October 26, 2016). 10-Q 3.1 11/02/16 3.8 Bylaws of Southern California Gas Company (as amended through January 30, 2017). 8-K 3.1 01/31/17 4.1 Description of rights of Sempra Energy Common Stock (Amended and Restated Articles of Incorporation of Sempra Energy effective May 23, 2008) (included as Exhibit 3.1 above). 4.2 Description of Securities. 4.3 Indenture dated as of February 23, 2000, between Sempra Energy and U.S. Bank Trust National Association, as Trustee. S-3ASR333-153425 4.1 09/11/08 4.4 Certificate of Determination of the 6% Mandatory Convertible Preferred Stock, Series A, of Sempra Energy (including the form of certificate representing the 6% Mandatory Convertible Preferred Stock, Series A), filed with the Secretary of State of the State of California and effective January 5, 2018 (included as Exhibit 3.3 above). 8-K 3.1 01/09/18 4.5 Certificate of Determination of the 6.75% Mandatory Convertible Preferred Stock, Series B, of Sempra Energy (including the form of certificate representing the 6.75% Mandatory Convertible Preferred Stock, Series B), filed with the Secretary of State of the State of California and effective July 11, 2018 (included as Exhibit 3.4 above). 8-K 3.1 07/13/18 4.6 Subordinated Indenture, date as of June 26, 2019, between Sempra Energy and U.S. Bank National Association, as trustee. 8-K 4.2 06/26/19 4.7 Officers Certificate of Sempra Energy, including the form of 5.750% Junior Subordinated Notes due 2079. 8-K 4.1 06/26/19 4.9 Description of Securities. 4.17 Supplemental Indenture of Southern California Gas Company to American Trust Company dated as of December 1, 1956. 10-K 4.09 02/23/07 4.18 Supplemental Indenture of Southern California Gas Company to Wells Fargo Bank dated as of June 1, 1965. 10-K 4.10 02/23/07 10.1 Cooperation Agreement, dated as of September 18, 2018, by and between Elliott Associates, L.P., Elliott International, L.P., Bluescape Resources Company LLC, Cove Key Management LP and Sempra Energy. 8-K 10.1 09/18/18 10.2 Form of Continental Forge and California Class Action Price Reporting Settlement Agreement dated as of January 4, 2006. 8-K 99.1 01/05/06 10.3 Amended and Restated Operating Order between San Diego Gas & Electric Company and the California Department of Water Resources effective March 10, 2011. 10-Q 10.4 05/09/11 10.4 Amended and Restated Servicing Order between San Diego Gas & Electric Company and the California Department of Water Resources effective March 10, 2011. 10-Q 10.5 05/09/11 10.5 Form of Sempra Energy 2019 Long-Term Incentive Plan 2020 Nonqualified Stock Option Award Agreement. 10.6 Form of Sempra Energy 2019 Long-Term Incentive Plan 2020 Time-Based Restricted Stock Unit Award - Three Year Ratable Vest. 10.7 Form of Sempra Energy 2019 Long-Term Incentive Plan 2020 Performance-Based Restricted Stock Unit Award - EPS Growth Performance Measure. 10.8 Form of Sempra Energy 2019 Long-Term Incentive Plan 2020 Performance-Based Restricted Stock Unit Award - Relative to Shareholder Return Performance Measure - S&P 500 Index. 10.9 Form of Sempra Energy 2019 Long-Term Incentive Plan 2020 Performance-Based Restricted Stock Unit Award - Relative Total Shareholder Return Performance Measure - S&P 500 Utilities Index. 10.11 Form of Sempra Energy 2019 Long-Term Incentive Plan 2019 Time-Based Restricted Stock Unit Award - Five Year Vest. 10-Q 10.2 08/02/19 10.12 Form of Sempra Energy 2013 Long-Term Incentive Plan 2019 Time-Based Restricted Stock Unit Award - One Year Vest. 10-Q 10.5 08/02/19 10.13 Form of Sempra Energy 2013 Long-Term Incentive Plan 2019 Nonqualified Stock Option Award Agreement. 10-Q 10.1 05/07/19 10.14 Form of Sempra Energy 2013 Long-Term Incentive Plan 2019 Performance-Based Restricted Stock Unit Award - EPS Growth Performance Measure. 10-Q 10.2 05/07/19 10.15 Form of Sempra Energy 2013 Long-Term Incentive Plan 2019 Performance-Based Restricted Stock Unit Award - Relative Total Shareholder Return Performance Measure - S&P 500 Index. 10-Q 10.3 05/07/19 10.16 Form of Sempra Energy 2013 Long-Term Incentive Plan 2019 Performance-Based Restricted Stock Unit Award - Relative Total Shareholder Return Performance Measure - S&P 500 Utilities Index. 10-Q 10.4 05/07/19 10.17 Form of Sempra Energy 2013 Long-Term Incentive Plan 2019 Time-Based Restricted Stock Unit Award - Ratable vesting. 10-Q 10.5 05/07/19 10.18 Form of Indemnification Agreement with Directors and Executive Officers (executed after January 2011). 10-Q 10.1 05/04/16 10.19 Form of Sempra Energy Shared Services Executive Incentive Compensation Plan. 10-K 10.19 02/27/14 10.20 Amended and Restated Sempra Energy 2013 Long-Term Incentive Plan. 10-K 10.5 02/26/16 10.21 Form of Sempra Energy 2013 Long-Term Incentive Plan 2018 Performance-Based Restricted Stock Unit Award - Relative Total Shareholder Return Performance Measure - S&P 500 Index. 10-Q 10.8 05/07/18 10.22 Form of Sempra Energy 2013 Long-Term Incentive Plan 2018 Performance-Based Restricted Stock Unit Award - Relative Total Shareholder Return Performance Measure - S&P 500 Utilities Index. 10-Q 10.9 05/07/18 10.23 Form of Sempra Energy 2013 Long-Term Incentive Plan 2018 Performance-Based Restricted Stock Unit Award - EPS Growth Performance Measure. 10-Q 10.10 05/07/18 10.24 Form of Sempra Energy 2013 Long-Term Incentive Plan 2018 Time-Based Restricted Stock Unit Award - Cliff vest. 10-Q 10.11 05/07/18 10.25 Form of Sempra Energy 2013 Long-Term Incentive Plan 2018 Special Time-Based Restricted Stock Unit Award - Two-year vest. 10-Q 10.12 05/07/18 10.26 Form of Sempra Energy 2013 Long-Term Incentive Plan 2018 Special Time-Based Restricted Stock Unit Award - Multi-year vest. 10-Q 10.13 05/07/18 10.27* Severance Agreement and Mutual Release between San Diego Gas & Electric Company and Southern California Gas Company and P. Kevin Chase, dated April 19, 2019. 10-Q 10.8 05/07/19 10.28 Amended and Restated Sempra Energy 2005 Deferred Compensation Plan, now known as Sempra Energy Employee and Director Savings Plan. 10-K 10.40 02/26/19 10.29 Amended and Restated Sempra Energy Deferred Compensation and Excess Savings Plan. 10-K 10.28 02/28/17 10.30 2009 Amendment and Restatement of the Sempra Energy Supplemental Executive Retirement Plan effective July 1, 2009. 10-K 10.28 02/26/16 10.31 First Amendment to the 2009 Amendment and Restatement of the Sempra Energy Supplemental Executive Retirement Plan effective February 11, 2010. 10-K 10.29 02/26/16 10.32 Second Amendment to the 2009 Amendment and Restatement of the Sempra Energy Supplemental Executive Retirement Plan effective January 1, 2014. 10-K 10.43 02/26/15 10.33 2015 Amendment and Restatement of the Sempra Energy Cash Balance Restoration Plan effective November 10, 2015. 10-K 10.31 02/26/16 10.34 Sempra Energy Amended and Restated Executive Life Insurance Plan. 10-K 10.22 02/26/13 10.35 Sempra Energy Executive Personal Financial Planning Program Policy Document. 10.36 Form of Indemnification Agreement with Directors and Executive Officers. 10-Q 10.2 08/07/08 10.37 Sempra Energy Amended and Restated Executive Medical Plan. 10-K 10.26 02/24/09 10.38 Severance Pay Agreement between Sempra Energy and P. Kevin Chase, dated March 4, 2017. 10-K 10.50 02/26/19 10.39 Severance Pay Agreement between Sempra Energy and Bruce A. Folkmann, dated March 1, 2017. 10-Q 10.15 05/09/17 10.40 Form of Sempra Energy 2019 Long-Term Incentive Plan Non-Employee Directors Annual Restricted Stock Unit Award. 10-Q 10.3 08/02/19 10.41 Form of Sempra Energy 2019 Long-Term Incentive Plan Non-Employee Directors Initial Restricted Stock Unit Award. 10-Q 10.4 08/02/19 10.42 Severance Pay Agreement between Sempra Energy and George W. Bilicic, dated as of June 17, 2019. 10-Q 10.1 11/01/19 10.44 Amended and Restated Severance Pay Agreement between Sempra Energy and Jeffrey W. Martin, dated May 1, 2018. 10-Q 10.3 08/06/18 10.45 Amended and Restated Severance Pay Agreement between Sempra Energy and Trevor I. Mihalik, dated May 1, 2018. 10-Q 10.5 08/06/18 10.46 Severance Pay Agreement between Sempra Energy and Dennis Arriola, dated January 1, 2017. 10-K 10.42 02/28/17 10.47 Amended and Restated Severance Pay Agreement between Sempra Energy and Joseph A. Householder dated May 1, 2018. 10-Q 10.4 08/06/18 10.48 Amended and Restated Severance Pay Agreement between Sempra Energy and Peter R. Wall dated May 1, 2018. 10-Q 10.6 08/06/18 10.49 Form of 2017 and 2018 Sempra Energy Non-Employee Directors Initial Restricted Stock Unit Award. 10-K 10.50 02/27/18 10.50 Sempra Energy Amended and Restated Sempra Energy Retirement Plan for Directors. 10-Q 10.7 08/07/08 10.51 Sempra Energy Annual Incentive Plan. 10-Q 10.7 05/07/18 10.52 Form of San Diego Gas & Electric Company Executive Incentive Compensation Plan. 10-K 10.64 02/27/14 10.53 Severance Pay Agreement between Sempra Energy and Caroline A. Winn dated March 1, 2017. 10-Q 10.6 05/09/17 10.54 Severance Pay Agreement between Sempra Energy and Diana L. Day dated March 1, 2017. 10-K 10.68 02/26/19 10.55 Severance Pay Agreement between Sempra Energy and Scott D. Drury dated August 25, 2018. 10-Q 10.4 11/07/18 10.56 Severance Pay Agreement between Sempra Energy and Kevin C. Sagara dated September 8, 2018. 10-Q 10.5 11/07/18 10.57 Severance Pay Agreement between Sempra Energy and Mia DeMontigny, date June 15, 2019. 10-Q 10.6 08/02/19 10.58 Severance Pay Agreement between Sempra Energy and Maryam S. Brown, dated March 1, 2017. 10-Q 10.7 08/02/19 10.59 Form of Southern California Gas Company Executive Incentive Compensation Plan. 10-K 10.71 02/27/14 10.60 Severance Pay Agreement between Sempra Energy and J. Bret Lane, dated March 1, 2017. 10-Q 10.10 05/09/17 10.61 Severance Pay Agreement between Sempra Energy and Jimmie I. Cho, dated March 1, 2017. 10-K 10.75 02/26/19 10.62 Severance Pay Agreement between Sempra Energy and Gillian A. Wright, dated March 1, 2017. 10-K 10.76 02/26/19 10.63 Severance Pay Agreement between Sempra Energy and David J. Barrett, dated January 12, 2019. 10-K 10.77 02/26/19 10.71 Seventh Amendment to the San Diego Gas & Electric Company Nuclear Facilities Qualified CPUC Decommissioning Master Trust Agreement for San Onofre Nuclear Generating Station dated December 24, 2003 (see Exhibit 10.64 above). 10-K 10.42 02/25/04 10.72 Eighth Amendment to the San Diego Gas & Electric Company Nuclear Facilities Qualified CPUC Decommissioning Master Trust Agreement for San Onofre Nuclear Generating Station dated October 12, 2011 (see Exhibit 10.64 above). 10-K 10.70 02/28/12 10.73 Ninth Amendment to the San Diego Gas & Electric Company Nuclear Facilities Qualified CPUC Decommissioning Master Trust Agreement for San Onofre Nuclear Generating Station dated January 9, 2014 (see Exhibit 10.64 above). 10-K 10.83 02/27/14 10.74 Tenth Amendment to the San Diego Gas & Electric Company Nuclear Facilities Qualified CPUC Decommissioning Master Trust Agreement for San Onofre Nuclear Generating Station dated August 27, 2014 (see Exhibit 10.64 above). 10-Q 10.1 11/04/14 10.75 Eleventh Amendment to the San Diego Gas & Electric Company Nuclear Facilities Qualified CPUC Decommissioning Master Trust Agreement for San Onofre Nuclear Generating Station dated August 27, 2014 (see Exhibit 10.64 above). 10-Q 10.2 11/04/14 10.76 Twelfth Amendment to the San Diego Gas & Electric Company Nuclear Facilities Qualified CPUC Decommissioning Master Trust Agreement for San Onofre Nuclear Generating Station dated August 27, 2014 (see Exhibit 10.64 above). 10-Q 10.3 11/04/14 10.77 Thirteenth Amendment to the San Diego Gas & Electric Company Nuclear Facilities Qualified CPUC Decommissioning Master Trust Agreement for San Onofre Nuclear Generating Station dated January 1, 2015 (see Exhibit 10.64 above). 10-K 10.78 02/26/16 10.78 Fourteenth Amendment to the San Diego Gas & Electric Company Nuclear Facilities Qualified CPUC Decommissioning Master Trust Agreement for San Onofre Nuclear Generating Station dated February 18, 2016 (see Exhibit 10.64 above). 10-Q 10.1 11/02/16 10.79 Fifteenth Amendment to the San Diego Gas & Electric Company Nuclear Facilities Qualified CPUC Decommissioning Master Trust Agreement for San Onofre Nuclear Generating Station dated August 31, 2016 (see Exhibit 10.64 above). 10-Q 10.2 11/02/16 14.1 Sempra Energy Code of Business Conduct and Ethics for Board of Directors and Senior Officers (also applies to directors and officers of San Diego Gas & Electric Company and Southern California Gas Company). 10-K 14.01 02/23/07 21.1 Sempra Energy Schedule of Certain Subsidiaries at December 31, 2019. 23.1 Sempra Energy Consent of Independent Registered Public Accounting Firm. 23.2 Oncor Electric Delivery Holdings Company LLC Consent of Independent Auditors. 23.3 San Diego Gas & Electric Company Consent of Independent Registered Public Accounting Firm. 23.4 Southern California Gas Company Consent of Independent Registered Public Accounting Firm. 31.1 Certification of Sempra Energys Principal Executive Officer pursuant to Rules 13a-14 and 15d-14 of the Securities Exchange Act of 1934. 31.2 Certification of Sempra Energys Principal Financial Officer pursuant to Rules 13a-14 and 15d-14 of the Securities Exchange Act of 1934. 31.3 Certification of San Diego Gas & Electric Companys Principal Executive Officer pursuant to Rules 13a-14 and 15d-14 of the Securities Exchange Act of 1934. 31.4 Certification of San Diego Gas & Electric Companys Principal Financial Officer pursuant to Rules 13a-14 and 15d-14 of the Securities Exchange Act of 1934. 31.5 Certification of Southern California Gas Companys Principal Executive Officer pursuant to Rules 13a-14 and 15d-14 of the Securities Exchange Act of 1934. 31.6 Certification of Southern California Gas Companys Principal Financial Officer pursuant to Rules 13a-14 and 15d-14 of the Securities Exchange Act of 1934. 32.1 Certification of Sempra Energys Principal Executive Officer pursuant to 18 U.S.C. Sec. 1350. 32.2 Certification of Sempra Energys Principal Financial Officer pursuant to 18 U.S.C. Sec. 1350. 32.3 Certification of San Diego Gas & Electric Companys Principal Executive Officer pursuant to 18 U.S.C. Sec. 1350. 32.4 Certification of San Diego Gas & Electric CompanysPrincipal Financial Officer pursuant to 18 U.S.C. Sec. 1350. 32.5 Certification of Southern California Gas Companys Principal Executive Officer pursuant to 18 U.S.C. Sec. 1350. 32.6 Certification of Southern California Gas Companys Principal Financial Officer pursuant to 18 U.S.C. Sec. 1350. 99.1 Audited consolidated financial statements of Oncor Electric Delivery Holdings Company LLC and subsidiary as of December 31, 2019 and 2018 and for each of the three years ended in the period ended December 31, 2019, and the related Independent Auditors Report.