SRE 10-K Fiscal year ended Dec. 31, 2023

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DOCUMENTS INCORPORATED BY REFERENCE:
Portions of the Sempra proxy statement to be filed for its May 2024 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 May 2024 annual meeting of shareholders are incorporated by reference into Part III of this annual report on Form 10-K.

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RULE 10B5-1 TRADING ARRANGEMENTS
(In the three months ended December 31, 2023)
Name and title of the director or officer			Date on which the director or officer adopted or terminated the trading arrangement			Duration of the trading arrangement			Aggregate number of securities to be purchased or sold pursuant to the trading arrangement
Trevor I. Mihalik , Executive Vice President and Group President			November 13, 2023			From March 6, 2024 until all shares are sold or the trading arrangement is otherwise terminated			32,937 owned shares of Sempra common stock; 24,634 shares of Sempra common stock subject to performance-based RSUs vested in January and February of 2024; all shares of Sempra common stock subject to 27,925 performance-based RSUs vesting in January and February of 2025 (1) , less shares to which Mr. Mihalik would otherwise be entitled that are withheld to satisfy minimum statutory tax withholding requirements
Karen L. Sedgwick , Executive Vice President and Chief Financial Officer			November 30, 2023			From March 7, 2024 until all shares are sold or the trading arrangement is otherwise terminated			8,782 shares of Sempra common stock subject to time-based and performance-based RSUs vested in January and February of 2024

(1) Shares subject to the performance-based RSUs scheduled to vest in January and February of 2025 generally will vest, in whole or in part, or be forfeited in early 2025 based on our total shareholder return for the three-year performance period ending on January 2, 2025 and EPS growth (as adjusted for LTIP purposes) for the three-year performance period ending on December 31, 2024. The number of shares that will vest may range from 0% to 200% of the target number of shares (plus dividend equivalents) and cannot be ascertained until the performance period has ended and the Compensation and Talent Development Committee of Sempra’s board of directors has certified the results.

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PRINCIPLES OF CONSOLIDATION

Sempra

Effective May 12, 2023, our company changed its legal name from Sempra Energy to Sempra. Sempra’s Consolidated Financial Statements include the accounts of Sempra, a California-based holding company, and its consolidated entities, which invest in, develop and operate energy infrastructure in North America, and provide electric and gas services to customers.

Sempra has three separate reportable segments, which we describe in Note 17. In the fourth quarter of 2023, Sempra realigned its reportable segments to reflect changes in how the CODM oversees our three platforms: Sempra California, Sempra Texas Utilities and Sempra Infrastructure. Our former SDG&E and SoCalGas reportable segments were combined into one operating and reportable segment, Sempra California, which is consistent with how the CODM assesses performance due to the similarities of their operations, including geographic location and regulatory framework in California. Sempra’s historical segment disclosures have been restated to conform with the current presentation, so that all discussions reflect the revised segment information of its three reportable segments. All references in these Notes to our reportable segments are not intended to refer to any legal entity with the same or similar name.

SDG&E

SDG&E’s common stock is wholly owned by Enova, which is a wholly owned subsidiary of Sempra. SDG&E is a regulated public utility that provides electric service to San Diego and southern Orange counties and natural gas service to San Diego County. SDG&E has one reportable segment.

SoCalGas

SoCalGas’ common stock is wholly owned by PE, which is a wholly owned subsidiary of Sempra. SoCalGas is a regulated public natural gas distribution utility, serving customers throughout most of Southern California and part of central California. SoCalGas has one reportable segment.

BASIS OF PRESENTATION

This is a combined report of Sempra, SDG&E and SoCalGas. We provide separate information for SDG&E and SoCalGas as required. We have eliminated intercompany accounts and transactions within the consolidated financial statements of each Registrant.

Use of Estimates in the Preparation of the Financial Statements

We have prepared our Consolidated Financial Statements in conformity with U.S. GAAP. This requires us to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes, including the disclosure of contingent assets and liabilities at the date of the financial statements. Although we believe the estimates and assumptions are reasonable, actual amounts ultimately may differ significantly from those estimates.

Subsequent Events

We evaluated events and transactions that occurred after December 31, 2023 through the date the financial statements were issued, and in the opinion of management, the accompanying statements reflect all adjustments and disclosures necessary for a fair presentation.

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REGULATED OPERATIONS

SDG&E’s and SoCalGas’ accounting policies and financial statements reflect the application of U.S. GAAP provisions governing rate-regulated operations and the policies of the CPUC and the FERC. Under these provisions, a regulated utility records regulatory assets, which are generally costs that would otherwise be charged to expense, if it is probable that, through the ratemaking process, the utility will recover those assets from customers. To the extent that recovery is no longer probable, the related regulatory assets are written off. Regulatory liabilities generally represent amounts collected from customers in advance of the actual expenditure by the utility. If the actual expenditures are less than amounts previously collected from customers, the excess would be refunded to customers, generally by reducing future rates. Regulatory liabilities may also arise from other transactions such as unrealized gains on fixed price contracts and other derivatives or certain deferred income tax benefits that are passed through to customers in future rates. In addition, SDG&E and SoCalGas record regulatory liabilities when the CPUC or, in the case of SDG&E, the FERC, requires a refund to be made to customers or has required that a gain or other transaction of net allowable costs be given to customers over future periods.

Determining probability of recovery of regulatory assets requires judgment by management and may include, but is not limited to, consideration of:

▪ the nature of the event giving rise to the assessment

▪ existing statutes and regulatory code

▪ legal precedents

▪ regulatory principles and analogous regulatory actions

▪ testimony presented in regulatory hearings

▪ regulatory orders

▪ a commission-authorized mechanism established for the accumulation of costs

▪ status of applications for rehearings or state court appeals

▪ specific approval from a commission

▪ historical experience

Sempra Infrastructure’s natural gas distribution utility, Ecogas, also applies U.S. GAAP provisions for rate-regulated operations, including the same evaluation of probability of recovery of regulatory assets described above.

Our Sempra Texas Utilities segment is comprised of our equity method investments in Oncor Holdings, which owns an 80.25 % interest in Oncor, and Sharyland Holdings, which owns 100 % of Sharyland Utilities. Oncor and Sharyland Utilities are regulated electric transmission and distribution utilities in Texas and their rates are regulated by the PUCT and, in the case of Oncor, certain cities and are subject to regulatory rate-setting processes and earnings oversight. Oncor and Sharyland Utilities prepare their financial statements in accordance with the provisions of U.S. GAAP governing rate-regulated operations.

Our Sempra Infrastructure segment includes the operating companies of our subsidiary, SI Partners, as well as certain holding companies and risk management activity. Certain business activities at Sempra Infrastructure are regulated by the CRE and the FERC and meet the regulatory accounting requirements of U.S. GAAP.

FAIR VALUE MEASUREMENTS

We measure certain assets and liabilities at fair value on a recurring basis, primarily NDT and benefit plan trust assets and derivatives. We also measure certain assets at fair value on a non-recurring basis in certain circumstances.

A fair value measurement reflects the assumptions market participants would use in pricing an asset or liability based on the best available information. These assumptions include the risk inherent in a particular valuation technique (such as a pricing model) and the risks inherent in the inputs to the model. Also, we consider an issuer’s credit standing when measuring its liabilities at fair value.

We establish a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy are as follows:

Level 1 – Pricing inputs are unadjusted quoted prices available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Our Level 1 financial instruments primarily consist of listed equities, short-term

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investments, and U.S. government treasury securities, primarily in the NDT and benefit plan trusts, and exchange-traded derivatives.

Level 2 – Pricing inputs are other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 2 includes those financial instruments that are valued using models or other valuation methodologies. These models are primarily industry-standard models that consider various assumptions, including:

▪ quoted forward prices for commodities

▪ time value

▪ current market and contractual prices for the underlying instruments

▪ volatility factors

▪ other relevant economic measures

Substantially all of these assumptions are observable in the marketplace throughout the full term of the instrument and can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace. Our financial instruments in this category include listed equities, domestic corporate bonds, municipal bonds and other foreign bonds, primarily in the NDT and benefit plan trusts, and non-exchange-traded derivatives such as interest rate instruments and over-the-counter forwards and options.

Level 3 – Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value from the perspective of a market participant. Our Level 3 financial instruments consist of CRRs and, until December 31, 2022, fixed-price electricity positions, at SDG&E and the Support Agreement at Sempra Infrastructure.

VARIABLE INTEREST ENTITIES

We consolidate a VIE if we are the primary beneficiary of the VIE. Our determination of whether we are the primary beneficiary is based on qualitative and quantitative analyses, which assess:

▪ the purpose and design of the VIE;

▪ the nature of the VIE’s risks and the risks we absorb;

▪ the power to direct activities that most significantly impact the economic performance of the VIE; and

▪ the obligation to absorb losses or the right to receive benefits that could be significant to the VIE.

We will continue to evaluate our VIEs for any changes that may impact our determination of whether an entity is a VIE and if we are the primary beneficiary.

SDG&E

SDG&E’s power procurement is subject to reliability requirements that may require SDG&E to enter into various PPAs that include variable interests. SDG&E evaluates the respective entities to determine if variable interests exist and, based on the qualitative and quantitative analyses described above, if SDG&E, and indirectly Sempra, is the primary beneficiary.

SDG&E has agreements under which it purchases power generated by facilities for which it supplies all of the natural gas to fuel the power plant (i.e., tolling agreements). SDG&E’s obligation to absorb natural gas costs may be a significant variable interest. In addition, SDG&E has the power to direct the dispatch of electricity generated by these facilities. Based on our analysis, the ability to direct the dispatch of electricity may have the most significant impact on the economic performance of the entity owning the generating facility because of the associated exposure to the cost of natural gas, which fuels the plants, and the value of electricity produced. To the extent that SDG&E (1) is obligated to purchase and provide fuel to operate the facility, (2) has the power to direct the dispatch, and (3) purchases all of the output from the facility for a substantial portion of the facility’s useful life, SDG&E may be the primary beneficiary of the entity owning the generating facility. SDG&E determines if it is the primary beneficiary in these cases based on a qualitative approach in which it considers the operational characteristics of the facility, including its expected power generation output relative to its capacity to generate and the financial structure of the entity, among other factors. If SDG&E determines that it is the primary beneficiary, SDG&E and Sempra consolidate the entity that owns the facility as a VIE.

In addition to tolling agreements, other variable interests involve various elements of fuel and power costs, and other components of cash flows expected to be paid to or received by our counterparties. In most of these cases, the expectation of variability is not substantial, and SDG&E generally does not have the power to direct activities, including the operation and maintenance activities of the generating facility, that most significantly impact the economic performance of the other VIEs. If our ongoing evaluation of

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these VIEs were to conclude that SDG&E becomes the primary beneficiary and consolidation by SDG&E becomes necessary, the effects could be significant to the financial position and liquidity of SDG&E and Sempra.

SDG&E determined that none of its PPAs and tolling agreements resulted in SDG&E being the primary beneficiary of a VIE at December 31, 2023 and 2022. PPAs and tolling agreements that relate to SDG&E’s involvement with VIEs are primarily accounted for as finance leases. The carrying amounts of the assets and liabilities under these contracts are included in PP&E, net, and finance lease liabilities with balances of $ 1,166 million and $ 1,194 million at December 31, 2023 and 2022, respectively. SDG&E recovers costs incurred on PPAs, tolling agreements and other variable interests through CPUC-approved long-term power procurement plans. SDG&E has no residual interest in the respective entities and has not provided or guaranteed any debt or equity support, liquidity arrangements, performance guarantees or other commitments associated with these contracts other than the purchase commitments described in Note 16. As a result, SDG&E’s potential exposure to loss from its variable interest in these VIEs is not significant.

Other Sempra

Oncor Holdings

Oncor Holdings is a VIE. Sempra is not the primary beneficiary of this VIE because of the structural and operational ring-fencing and governance measures in place that prevent us from having the power to direct the significant activities of Oncor Holdings. As a result, we do not consolidate Oncor Holdings and instead account for our ownership interest as an equity method investment. See Note 6 for additional information about our equity method investment in Oncor Holdings and restrictions on our ability to influence its activities. Our maximum exposure to loss, which fluctuates over time, from our interest in Oncor Holdings does not exceed the carrying value of our investment, which was $ 14,266 million and $ 13,665 million at December 31, 2023 and 2022, respectively.

Cameron LNG JV

Cameron LNG JV is a VIE principally due to contractual provisions that transfer certain risks to customers. Sempra is not the primary beneficiary of this VIE because we do not have the power to direct the most significant activities of Cameron LNG JV, including LNG production and operation and maintenance activities at the liquefaction facility. Therefore, we account for our investment in Cameron LNG JV under the equity method. The carrying value of our investment, including amounts recognized in AOCI related to interest-rate cash flow hedges at Cameron LNG JV, was $ 1,008 million and $ 886 million at December 31, 2023 and 2022, respectively. Our maximum exposure to loss, which fluctuates over time, includes the carrying value of our investment and our obligation under the SDSRA, which we discuss in Note 6.

CFIN

As we discuss in Note 6, in July 2020, Sempra entered into a Support Agreement for the benefit of CFIN, which is a VIE. Sempra is not the primary beneficiary of this VIE because we do not have the power to direct the most significant activities of CFIN, including modification, prepayment, and refinance decisions related to the financing arrangement with external lenders and Cameron LNG JV’s four project owners as well as the ability to determine and enforce remedies in the event of default. The conditional obligations of the Support Agreement represent a variable interest that we measure at fair value on a recurring basis (see Note 12). Sempra’s maximum exposure to loss under the terms of the Support Agreement is $ 979 million.

ECA LNG Phase 1

ECA LNG Phase 1 is a VIE because its total equity at risk is not sufficient to finance its activities without additional subordinated financial support. We expect that ECA LNG Phase 1 will require future capital contributions or other financial support to finance the construction of the facility. Sempra is the primary beneficiary of this VIE because we have the power to direct the activities related to the construction and future operation and maintenance of the liquefaction facility. As a result, we consolidate ECA LNG Phase 1. Sempra consolidated $ 1,580 million and $ 1,099 million of assets at December 31, 2023 and 2022, respectively, consisting primarily of PP&E, net, attributable to ECA LNG Phase 1 that could be used only to settle obligations of this VIE and that are not available to settle obligations of Sempra, and $ 1,029 million and $ 685 million of liabilities at December 31, 2023 and 2022, respectively, consisting primarily of long-term debt, accounts payable and short-term debt attributable to ECA LNG Phase 1 for which creditors do not have recourse to the general credit of Sempra. Additionally, as we discuss in Note 7, IEnova and TotalEnergies SE have provided guarantees for 83.4 % and 16.6 %, respectively, of the loan facility supporting construction of the liquefaction facility.

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Port Arthur LNG

Port Arthur LNG is a VIE because its total equity at risk is not sufficient to finance its activities without additional subordinated financial support. We expect that Port Arthur LNG will require future capital contributions or other financial support to finance the construction of the PA LNG Phase 1 project. Sempra is the primary beneficiary of this VIE because we have the power to direct the activities related to the construction and future operation and maintenance of the liquefaction facility. As a result, we consolidate Port Arthur LNG. Sempra consolidated $ 3,927 million of assets at December 31, 2023 consisting primarily of PP&E, net, and other long-term assets attributable to Port Arthur LNG that could be used only to settle obligations of this VIE and that are not available to settle obligations of Sempra, and $ 600 million of liabilities at December 31, 2023 consisting primarily of accounts payable and long-term debt attributable to Port Arthur LNG for which creditors do not have recourse to the general credit of Sempra.

CASH, CASH EQUIVALENTS AND RESTRICTED CASH

Cash equivalents are highly liquid investments with original maturities of three months or less at the date of purchase.

Restricted cash includes:

▪ certain funds at Port Arthur LNG for which withdrawals and usage are dictated by its debt agreements

▪ funds held as collateral in lieu of a customer’s letters of credit associated with its LNG storage and regasification agreement

▪ funds denominated in U.S. dollars and Mexican pesos to pay for rights-of-way and other costs pursuant to trust agreements related to pipeline projects

▪ funds held in a delisting trust for the purpose of purchasing the remaining publicly owned IEnova shares

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported on Sempra’s Consolidated Balance Sheets to the sum of such amounts reported on Sempra’s Consolidated Statements of Cash Flows.

RECONCILIATION OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH
(Dollars in millions)
			December 31,
			2023						2022
Sempra:
Cash and cash equivalents			$	236					$	370
Restricted cash, current			49						40
Restricted cash, noncurrent			104						52
Total cash, cash equivalents and restricted cash on the Consolidated Statements of Cash Flows			$	389					$	462

CREDIT LOSSES

We are exposed to credit losses from financial assets measured at amortized cost, including trade and other accounts receivable, amounts due from unconsolidated affiliates, our net investment in sales-type leases and a note receivable. We are also exposed to credit losses from off-balance sheet arrangements through Sempra’s guarantee related to Cameron LNG JV’s SDSRA, which we discuss in Note 6.

We regularly monitor and evaluate credit losses and record allowances for expected credit losses, if necessary, for trade and other accounts receivable using a combination of factors, including past-due status based on contractual terms, trends in write-offs, the age of the receivables and customer payment patterns, historical and industry trends, counterparty creditworthiness, economic conditions and specific events, such as bankruptcies, pandemics and other factors. We write off financial assets measured at amortized cost in the period in which we determine they are not recoverable. We record recoveries of amounts previously written off when it is known that they will be recovered.

After considering the past-due status of receivables, payment history and other customer-specific information, in the fourth quarter of 2023, Sempra recorded a provision for expected credit losses of $ 52 million on a customer’s account balance.

In the first quarter of 2022, SDG&E and SoCalGas received $ 63 million and $ 79 million, respectively, on behalf of their customers from the California Department of Community Services and Development under the 2021 California Arrearage Payment Program and applied the amounts directly to eligible customer accounts to reduce past due balances. In June 2022, AB 205 was approved establishing, among other things, the 2022 California Arrearage Payment Program. In December 2022, SDG&E and SoCalGas received funding of $ 51 million and $ 59 million, respectively, related to this program and, in January 2023, applied the amounts directly to eligible customer accounts to reduce past due balances.

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The impact and duration of suspending collections processes during the COVID - 19 pandemic, the implementation of customer assistance programs, and higher 2023 winter season customer billings, have resulted in certain SDG&E and SoCalGas customers exhibiting slower payment and higher levels of nonpayment than has been the case historically. This in turn has resulted in an increase in provisions for expected credit losses in the year ended December 31, 2023 for both companies, even as collections processes resume and past due payments potentially begin increasing. SDG&E and SoCalGas have regulatory mechanisms to recover credit losses and thus record changes in the allowances for credit losses related to Accounts Receivable – Trade that are probable of recovery in regulatory accounts. We discuss regulatory accounts in Note 4.

Changes in allowances for credit losses for trade receivables and other receivables are as follows:

CHANGES IN ALLOWANCES FOR CREDIT LOSSES
(Dollars in millions)
			2023						2022						2021
Sempra:
Allowances for credit losses at January 1			$	181					$	136					$	138
Provisions for expected credit losses			468						123						45
Write-offs			( 116 )						( 78 )						( 47 )
Allowances for credit losses at December 31			$	533					$	181					$	136
SDG&E:
Allowances for credit losses at January 1			$	78					$	66					$	69
Provisions for expected credit losses			115						54						23
Write-offs			( 49 )						( 42 )						( 26 )
Allowances for credit losses at December 31			$	144					$	78					$	66
SoCalGas:
Allowances for credit losses at January 1			$	98					$	69					$	68
Provisions for expected credit losses			300						65						22
Write-offs			( 67 )						( 36 )						( 21 )
Allowances for credit losses at December 31			$	331					$	98					$	69

Allowances for credit losses related to trade receivables and other receivables are included in the Consolidated Balance Sheets as follows:

ALLOWANCES FOR CREDIT LOSSES
(Dollars in millions)
			December 31,
			2023						2022
Sempra:
Accounts receivable – trade, net			$	480					$	140
Accounts receivable – other, net			52						40
Other long-term assets			1						1
Total allowances for credit losses			$	533					$	181
SDG&E:
Accounts receivable – trade, net			$	116					$	52
Accounts receivable – other, net			27						25
Other long-term assets			1						1
Total allowances for credit losses			$	144					$	78
SoCalGas:
Accounts receivable – trade, net			$	306					$	83
Accounts receivable – other, net			25						15
Total allowances for credit losses			$	331					$	98

As we discuss below in “Note Receivable,” we have an interest-bearing promissory note due from KKR Pinnacle. On a quarterly basis, we evaluate credit losses and record allowances for expected credit losses on this note receivable, including compounded interest and unamortized transaction costs, based on published default rate studies, the maturity date of the instrument and an internally developed credit rating. At December 31, 2023 and 2022, $ 6 million and $ 7 million, respectively, of expected credit losses is included in Other Long-Term Assets on Sempra’s Consolidated Balance Sheets.

As we discuss in Note 6, Sempra provided a guarantee for the benefit of Cameron LNG JV related to amounts withdrawn by Sempra Infrastructure from the SDSRA. On a quarterly basis, we evaluate credit losses and record liabilities for expected credit

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losses on this off-balance sheet arrangement based on external credit ratings, published default rate studies and the maturity date of the arrangement. At December 31, 2023 and 2022, $ 5 million and $ 6 million, respectively, of expected credit losses are included in Deferred Credits and Other on Sempra’s Consolidated Balance Sheets.

CONCENTRATION OF CREDIT RISK

Credit risk is the risk of loss that would be incurred as a result of nonperformance by our counterparties on their contractual obligations. We have policies governing the management of credit risk that are administered by the respective credit departments at each of our Registrants and overseen by their separate risk management committees.

This oversight includes calculating current and potential credit risk on a regular basis and monitoring actual balances in comparison to approved limits. We establish credit limits based on risk and return considerations under terms customarily available in the industry. We avoid concentration of counterparties whenever possible, and we believe our credit policies significantly reduce overall credit risk. These policies include an evaluation of:

▪ prospective counterparties’ financial condition (including credit ratings)

▪ collateral requirements

▪ the use of standardized agreements that allow for the netting of positive and negative exposures associated with a single counterparty

▪ downgrade triggers

We believe that we have provided adequate reserves for counterparty nonperformance in our allowances for credit losses.

When our development projects become operational, we rely significantly on the ability of suppliers to perform under long-term agreements and on our ability to enforce contract terms in the event of nonperformance. Also, the factors that we consider in evaluating a development project include negotiating customer and supplier agreements and, therefore, we rely on these agreements for future performance. We also may condition our decision to go forward on development projects on first obtaining these customer and supplier agreements.

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TRANSACTIONS WITH AFFILIATES

We summarize amounts due from and to unconsolidated affiliates at our Registrants in the following table.

AMOUNTS DUE FROM (TO) UNCONSOLIDATED AFFILIATES
(Dollars in millions)
			December 31,
			2023						2022
Sempra:
Tax sharing arrangement with Oncor Holdings			$	25					$	41
Various affiliates			6						13
Total due from unconsolidated affiliates – current			$	31					$	54
TAG Pipelines – 5.5 % Note due January 9, 2024 (1)			$	( 5 )					$	—
Total due to unconsolidated affiliates – current			$	( 5 )					$	—
TAG Pipelines (1) :
5.5 % Note due January 9, 2024			$	—					$	( 40 )
5.5 % Note due January 14, 2025			( 24 )						( 23 )
5.5 % Note due July 16, 2025			( 23 )						( 21 )
5.5 % Note due January 14, 2026			( 20 )						( 19 )
5.5 % Note due July 14, 2026			( 11 )						( 11 )
5.5 % Note due January 19, 2027			( 14 )						—
5.5 % Note due July 21, 2027			( 17 )						—
TAG Norte – 5.74 % Note due December 17, 2029			( 198 )						( 187 )
Total due to unconsolidated affiliates – noncurrent			$	( 307 )					$	( 301 )
SDG&E:
Sempra			$	( 44 )					$	( 49 )
SoCalGas			( 21 )						( 72 )
Various affiliates			( 8 )						( 14 )
Total due to unconsolidated affiliates – current			$	( 73 )					$	( 135 )
Income taxes due from Sempra (2)			$	246					$	10
SoCalGas:
SDG&E			$	21					$	72
Various affiliates			1						5
Total due from unconsolidated affiliates – current			$	22					$	77
Sempra			$	( 38 )					$	( 36 )
Total due to unconsolidated affiliates – current			$	( 38 )					$	( 36 )
Income taxes due from (to) Sempra (2)			$	6					$	( 16 )

(1) U.S. dollar-denominated loans at fixed interest rates. Amounts include principal balances plus accumulated interest outstanding.

(2) SDG&E and SoCalGas are included in the consolidated income tax return of Sempra, and their respective income tax expense is computed as an amount equal to that which would result from each company having always filed a separate return. Amounts include current and noncurrent income taxes due to/from Sempra.

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The following table summarizes income statement information from unconsolidated affiliates.

INCOME STATEMENT IMPACT FROM UNCONSOLIDATED AFFILIATES
(Dollars in millions)
			Years ended December 31,
			2023						2022						2021
Sempra:
Revenues			$	44					$	41					$	31
Cost of sales			—						—						11
Interest income			—						16						50
Interest expense			15						15						15
SDG&E:
Revenues			$	21					$	16					$	11
Cost of sales			113						92						103
SoCalGas:
Revenues			$	124					$	100					$	98
Cost of sales (1)			35						( 9 )						1

(1) Includes net commodity costs from natural gas transactions with unconsolidated affiliates.

Sempra, SDG&E and SoCalGas provide certain services to each other and are charged an allocable share of the cost of such services. Also, from time-to-time, SDG&E and SoCalGas may make short-term advances of surplus cash to Sempra at interest rates based on the federal funds effective rate plus a margin of 13 to 20 bps, depending on the loan balance.

SoCalGas provides natural gas transportation and storage services to SDG&E and charges SDG&E for such services monthly. SoCalGas records revenues and SDG&E records a corresponding amount to cost of sales.

SDG&E and SoCalGas charge one another, as well as other Sempra affiliates, for shared asset depreciation. SoCalGas and SDG&E record revenues and the affiliates record corresponding amounts to O&M.

The natural gas supply for SDG&E’s and SoCalGas’ core natural gas customers is purchased by SoCalGas as a combined procurement portfolio managed by SoCalGas. Core customers are primarily residential and small commercial and industrial customers. This core gas procurement function is considered a shared service; therefore, revenues and costs related to SDG&E are presented net in SoCalGas’ Statements of Operations.

SDG&E has a 20 -year contract that commenced in June 2015 for up to 155 MW of renewable power supplied from the ESJ wind power generation facility, a consolidated subsidiary of Sempra. A second 20 -year contract between SDG&E and ESJ for up to 108 MW of renewable power supplied from the same facility commenced in January 2022.

Sempra Infrastructure provides maintenance and administrative services to TAG Pipelines. Additionally, Sempra Infrastructure subleases office space for personnel to TAG Pipelines and TAG Norte.

Sempra Infrastructure has agreements with Cameron LNG JV to provide certain business services and project development services related to the Cameron LNG Phase 2 project.

Sempra provides guarantees related to Cameron LNG JV’s SDSRA and CFIN’s Support Agreement. We discuss these guarantees in Note 6.

INVENTORIES

SDG&E and SoCalGas value natural gas inventory using the last-in first-out method. As inventories are sold, differences between the last-in first-out valuation and the estimated replacement cost are reflected in customer rates. These differences are generally temporary, but may become permanent if the natural gas inventory withdrawn from storage during the year is not replaced by year end. SDG&E and SoCalGas generally value materials and supplies at the lower of average cost or net realizable value.

Sempra Infrastructure values natural gas inventory and materials and supplies at the lower of average cost or net realizable value, and LNG inventory using the first-in first-out method.

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The components of inventories are as follows:

INVENTORY BALANCES AT DECEMBER 31
(Dollars in millions)
			Sempra												SDG&E												SoCalGas
			2023						2022						2023						2022						2023						2022
Natural gas			$	174					$	106					$	1					$	1					$	155					$	74
LNG			9						62						—						—						—						—
Materials and supplies			299						235						152						133						122						85
Total			$	482					$	403					$	153					$	134					$	277					$	159

GREENHOUSE GAS ALLOWANCES AND OBLIGATIONS

SDG&E, SoCalGas and Sempra Infrastructure are required by AB 32 to acquire GHG allowances for every metric ton of carbon dioxide equivalent emitted into the atmosphere during electric generation and natural gas consumption. SDG&E and SoCalGas receive allocations of GHG allowances on behalf of our customers at no cost and purchase any additional allowances required. We record purchased and allocated GHG allowances at the lower of weighted-average cost or market. We measure the compliance obligation, which is based on emissions, at the carrying value of allowances held plus the fair value of additional allowances necessary to satisfy the obligation. SDG&E and SoCalGas balance costs and revenues associated with the GHG program through regulatory balancing accounts. Sempra Infrastructure records the cost of GHG obligations in cost of sales. We remove the assets and liabilities from the balance sheets as the allowances are surrendered.

RENEWABLE ENERGY CERTIFICATES

RECs are energy rights established by governmental agencies for the environmental and social promotion of renewable electricity generation. A REC, and its associated attributes and benefits, can be sold separately from the underlying physical electricity associated with a renewable-based generation source in certain markets.

Retail sellers of electricity obtain RECs through renewable energy PPAs, internal generation or separate purchases in the market to comply with the RPS Program established by the governmental agencies. RECs provide documentation for the generation of a unit of renewable energy that is used to verify compliance with the RPS Program. The cost of RECs at SDG&E, which is recoverable in rates, is recorded in Cost of Electric Fuel and Purchased Power on the Statements of Operations.

WILDFIRE FUND

In July 2019, the Wildfire Legislation was signed into law to address certain issues related to catastrophic wildfires in California and their impact on electric IOUs. Investor-owned gas distribution utilities such as SoCalGas are not covered by this legislation. The issues addressed include wildfire mitigation, cost recovery standards and requirements, a wildfire fund, a cap on liability, and the establishment of a wildfire safety board.

The Wildfire Legislation established a revised legal standard for the recovery of wildfire costs (Revised Prudent Manager Standard) and established a fund (the Wildfire Fund) designed to provide liquidity to SDG&E, PG&E and Edison to pay IOU wildfire-related claims in the event that the governmental agency responsible for determining causation determines the applicable IOU’s equipment caused the ignition of a wildfire, primary insurance coverage is exceeded and certain other conditions are satisfied. A primary purpose of the Wildfire Fund is to pool resources provided by shareholders and ratepayers of the IOUs and make those resources available to reimburse the IOUs for third-party wildfire claims incurred after July 12, 2019, the effective date of the Wildfire Legislation, subject to certain limitations.

An IOU may seek payment from the Wildfire Fund for settled or adjudicated third-party damage claims arising from certain wildfires that exceed, in aggregate in a calendar year, the greater of $ 1.0 billion or the IOU’s required amount of insurance coverage as recommended by the Wildfire Fund’s administrator. Wildfire claims approved by the Wildfire Fund’s administrator will be paid by the Wildfire Fund to the IOU to the extent funds are available. These utilized funds will be subject to review by the CPUC, which will make a determination as to the degree an IOU’s conduct related to an ignition of a wildfire was prudent or imprudent. The Revised Prudent Manager Standard requires that the CPUC apply clear standards when reviewing wildfire liability losses paid when determining the reasonableness of an IOU’s conduct related to an ignition. Under this standard, the conduct under review related to the ignition may include factors within and beyond the IOU’s control, including humidity, temperature and winds. Costs and expenses may be allocated for cost recovery in full or in part. Also, under this standard, an IOU’s conduct will be deemed reasonable if a valid annual safety certification is in place at the time of the ignition, unless a

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serious doubt is raised, in which case the burden shifts to the utility to dispel that doubt. The IOUs will receive an annual safety certification from OEIS if they meet various requirements.

If an IOU has maintained a valid annual safety certification, to the extent it is found to be imprudent, claims will be reimbursable by the IOU to the Wildfire Fund up to a cap based on the IOU’s rate base. The aggregate requirement to reimburse the Wildfire Fund over a trailing three calendar year period is capped at 20 % of the equity portion of an IOU’s electric transmission and distribution rate base in the year of the prudency determination. Based on its 2023 rate base, the liability cap for SDG&E is approximately $ 1.3 billion, which is adjusted annually. The liability cap will apply on a rolling three-year basis so long as future annual safety certifications are received and the Wildfire Fund has not been terminated, which could occur if funds are exhausted. Amounts in excess of the liability cap and amounts that are determined to be prudently incurred do not need to be reimbursed by an IOU to the Wildfire Fund. The Wildfire Fund does not have a specified term and coverage will continue until the assets of the Wildfire Fund are exhausted and the Wildfire Fund is terminated, in which case, the remaining funds, if any, will be transferred to California’s general fund to be used for fire risk mitigation programs.

In October 2023, the OEIS approved SDG&E’s 2023-2025 wildfire mitigation plan, which is effective until the OEIS approves a new plan. SDG&E received its annual wildfire safety certification from the OEIS in December 2023.

The Wildfire Fund was initially funded up to $ 10.5 billion by a loan from the California Surplus Money Investment Fund. The loan is financed through a DWR bond, which was put in place in October 2020 and is securitized through a dedicated surcharge on ratepayers’ bills attributable to the DWR. In October 2019, the CPUC adopted a decision authorizing a non-bypassable charge to be collected by the IOUs to support the anticipated DWR bond issuance authorized by AB 1054. The CPUC decision also determined that ratepayers of non-participating electrical corporations shall not pay the non-bypassable charge.

The Wildfire Fund was also funded by initial shareholder contributions from the IOUs totaling $ 7.5 billion. SDG&E’s share was $ 322.5 million. The IOUs are also required to make annual shareholder contributions to the Wildfire Fund with an aggregate value of $ 3 billion over a 10 -year period starting in 2019. SDG&E’s share is $ 129 million. The contributions are not subject to rate recovery.

Wildfire Fund Asset and Obligation

In 2019, SDG&E recorded both a Wildfire Fund asset and a related obligation for its commitment to make shareholder contributions of $ 451.5 million to the Wildfire Fund. SDG&E paid its initial shareholder contribution of $ 322.5 million to the Wildfire Fund in September 2019. SDG&E funded this contribution with proceeds from an equity contribution from Sempra. SDG&E expects to continue to make annual shareholder contributions of $ 12.9 million through December 31, 2028. SDG&E is accreting the present value of the Wildfire Fund obligation until the liability is settled.

SDG&E is amortizing the Wildfire Fund asset on a straight-line basis over the estimated period of benefit, as adjusted for utilization by the IOUs. The estimated period of benefit of the Wildfire Fund asset is 15 years and is based on several assumptions, including, but not limited to:

▪ historical wildfire experience of each IOU in California, including frequency and severity of the wildfires

▪ the value of property potentially damaged by wildfires

▪ the effectiveness of wildfire risk mitigation efforts by each IOU

▪ liability cap of each IOU

▪ IOU prudency determination levels

▪ FERC jurisdictional allocation levels

▪ insurance coverage levels

The use of different assumptions, or changes to the assumptions used, could have a significant impact on the estimated period of benefit of the Wildfire Fund asset. SDG&E periodically evaluates the estimated period of benefit of the Wildfire Fund asset based on actual experience and changes in these assumptions. SDG&E recognizes a reduction of its Wildfire Fund asset and records a charge against earnings in the period when there is a reduction of the available coverage due to recoverable claims from any of the participating IOUs. Wildfire claims that are recoverable from the Wildfire Fund, net of anticipated or actual reimbursement to the Wildfire Fund by the responsible IOU, decrease the Wildfire Fund asset and remaining available coverage.

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The following table summarizes the location of balances related to the Wildfire Fund on Sempra’s and SDG&E’s Consolidated Balance Sheets.

WILDFIRE FUND
(Dollars in millions)
												December 31,
			Location									2023						2022
Wildfire Fund asset:
Current			Prepaid Expenses									$	28					$	29
Noncurrent			Wildfire Fund									269						303
Wildfire Fund obligation:
Current			Other Current Liabilities									13						13
Noncurrent			Deferred Credits and Other									42						53

NOTE RECEIVABLE

In November 2021, Sempra loaned $ 300 million to KKR Pinnacle in exchange for an interest-bearing promissory note that is due in full no later than October 2029 and bears compound interest at 5 % per annum, which may be paid quarterly or added to the outstanding principal at the election of KKR Pinnacle. At December 31, 2023 and 2022, Other Long-Term Assets includes $ 332 million and $ 316 million, respectively, of outstanding principal, compounded interest and unamortized transaction costs, net of allowance for credit losses, on Sempra’s Consolidated Balance Sheets.

LONG-LIVED ASSETS

We test long-lived assets for recoverability whenever events or changes in circumstances have occurred that may affect the recoverability or the estimated useful lives of long-lived assets. Long-lived assets include intangible assets subject to amortization, but do not include investments in unconsolidated entities. A long-lived asset may be impaired when the estimated future undiscounted cash flows are less than the carrying amount of the asset. If that comparison indicates that the asset’s carrying value may not be recoverable, the impairment is measured based on the difference between the carrying amount and the fair value of the asset. This evaluation is performed at the lowest level for which separately identifiable cash flows exist.

GOODWILL AND OTHER INTANGIBLE ASSETS

Goodwill

Goodwill is the excess of the purchase price over the fair value of the identifiable net assets of acquired companies measured at the time of acquisition. Goodwill is not amortized, but we test it for impairment annually on October 1 or whenever events or changes in circumstances necessitate an evaluation. If the carrying value of the reporting unit, including goodwill, exceeds its fair value, we record a goodwill impairment loss as the excess of a reporting unit’s carrying amount over its fair value, not to exceed the carrying amount of goodwill.

For our annual goodwill impairment testing, we have the option to first make a qualitative assessment of whether it is more-likely-than-not that the fair value of a reporting unit is less than its carrying amount before applying the quantitative goodwill impairment test. If we elect to perform the qualitative assessment, we evaluate relevant events and circumstances, including but not limited to, macroeconomic conditions, industry and market considerations, cost factors and the overall financial performance of the reporting unit. If, after assessing these qualitative factors, we determine that it is more-likely-than-not that the fair value of a reporting unit is less than its carrying amount, then we perform the quantitative goodwill impairment test. If, after performing the quantitative goodwill impairment test, we determine that goodwill is impaired, we record the amount of goodwill impairment as the excess of a reporting unit’s carrying amount over its fair value, not to exceed the carrying amount of goodwill.

Goodwill of $ 1,602 million at December 31, 2023 and 2022 relates to the 2016 acquisitions of IEnova Pipelines and the Ventika wind power generation facilities at Sempra Infrastructure.

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Other Intangible Assets

Other Intangible Assets included on Sempra’s Consolidated Balance Sheets are as follows:

OTHER INTANGIBLE ASSETS
(Dollars in millions)
			Amortization period (years)						December 31,
									2023						2022
Sempra:
Renewable energy transmission and consumption permits			15 to 19						$	169					$	169
O&M agreement			23						66						66
ESJ PPA			14						190						190
Other			10 to indefinite						15						15
									440						440
Less accumulated amortization:
Renewable energy transmission and consumption permits									( 59 )						( 50 )
O&M agreement									( 17 )						( 15 )
ESJ PPA									( 37 )						( 23 )
Other									( 9 )						( 8 )
									( 122 )						( 96 )
									$	318					$	344

Other Intangible Assets at December 31, 2023 primarily include:

▪ renewable energy transmission and consumption permits granted by the CRE at the Ventika wind power generation facilities, Don Diego Solar and Border Solar;

▪ a favorable O&M agreement acquired in connection with the acquisition of Ductos y Energéticos del Norte, S. de R.L. de C.V.; and

▪ the relative fair value of the PPA that was acquired in connection with the acquisition of ESJ.

Intangible assets subject to amortization are amortized over their estimated useful lives. Amortization expense for intangible assets was $ 26 million (including $ 13.5 million recorded against revenues) in 2023 and in 2022, and $ 22 million (including $ 10 million recorded against revenues) in 2021. We estimate amortization expense for each of the next five years to be $ 26 million per year (including $ 13.5 million per year recorded against revenues).

PROPERTY, PLANT AND EQUIPMENT

PP&E is recorded at cost and primarily represents the buildings, equipment and other facilities used by SDG&E and SoCalGas to provide natural gas and electric utility services, and by Other Sempra businesses in their operations, including construction work in progress, leasehold improvements and other equipment. Our plant costs include labor, materials and contract services and expenditures for replacement parts incurred during a major maintenance outage of a plant. In addition, the cost of utility plant at our rate-regulated businesses and PP&E under regulated projects that meet the regulatory accounting requirements of U.S. GAAP includes AFUDC. The cost of PP&E for our non-regulated projects includes capitalized interest. Maintenance costs are expensed as incurred. The cost of most retired depreciable utility plant assets less salvage value is charged to accumulated depreciation. We discuss assets collateralized as security for certain indebtedness in Note 7.

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PROPERTY, PLANT AND EQUIPMENT BY MAJOR FUNCTIONAL CATEGORY
(Dollars in millions)
			December 31,												Depreciation rates for years ended December 31,
			2023						2022						2023						2022						2021
SDG&E:
Natural gas operations			$	4,175					$	3,707					2.60		%				2.57		%				2.55		%
Electric distribution			11,597						10,271						4.05						3.94						3.93
Electric transmission (1)			8,504						8,061						3.04						3.03						3.02
Electric generation			2,515						2,461						5.18						5.11						4.74
Other electric			2,507						2,211						7.05						7.03						7.23
Construction work in progress (1)			1,620						1,863						N/A						N/A						N/A
Total SDG&E			30,918						28,574
SoCalGas:
Natural gas operations			25,506						23,646						3.64						3.57						3.65
Other non-utility			50						50						1.03						1.54						2.23
Construction work in progress			1,469						1,362						N/A						N/A						N/A
Total SoCalGas			27,025						25,058
Other Sempra (2) :															Estimated useful lives									Weighted-average useful life
Land and land rights			488						476						16 to 44 years (3)												37
Machinery and equipment:
Pipelines and storage			3,883						3,813						41 to 49 years												42
Generating plants			1,815						1,803						11 to 28 years												26
LNG terminal			1,139						1,138						43 years												43
Refined products terminals			656						643						38 years												38
Other			346						344						1 to 21 years												15
Construction work in progress			5,930						1,757						N/A												N/A
Other			295						287						2 to 34 years												15
			14,552						10,261
Total Sempra			$	72,495					$	63,893

(1) At December 31, 2023, includes $ 554 in electric transmission assets and $ 7 in construction work in progress related to SDG&E’s 86 % interest in the Southwest Powerlink transmission line, jointly owned by SDG&E with other utilities. SDG&E, and each of the other owners, holds its undivided interest as a tenant in common in the property. Each owner is responsible for its share of the project and participates in decisions concerning operations and capital expenditures. SDG&E’s share of operating expenses is included in Sempra’s and SDG&E’s Consolidated Statements of Operations.

(2) Includes $ 310 and $ 246 at December 31, 2023 and 2022, respectively, of utility plant, primarily pipelines and other distribution assets at Ecogas.

(3) Estimated useful lives are for land rights.

Sempra Infrastructure’s Sonora natural gas pipeline consists of two segments, the Sasabe-Puerto Libertad-Guaymas segment and the Guaymas-El Oro segment. Each segment has its own service agreement with the CFE. Following the start of commercial operations of the Guaymas-El Oro segment, Sempra Infrastructure reported damage to the pipeline in the Yaqui territory that has made that section inoperable since August 2017. Sempra Infrastructure and the CFE have agreed to an amendment to their transportation services agreement and to proceed with re-routing a portion of the pipeline, whereby the CFE would pay for the re-routing with a new tariff. This amendment will terminate if certain conditions are not met, and Sempra Infrastructure retains the right to terminate the transportation services agreement and seek to recover its reasonable and documented costs and lost profit. Sempra Infrastructure continues to acquire and pursue the necessary rights-of-way and permits for the re-routed portion of the pipeline. At December 31, 2023, Sempra Infrastructure had $ 411 million in PP&E, net, related to the Guaymas-El Oro segment of the Sonora pipeline, which could be subject to impairment if 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.

Depreciation expense is computed using the straight-line method over the asset’s estimated composite useful life, the CPUC-prescribed period for SDG&E and SoCalGas, or the remaining term of the site leases, whichever is shortest.

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DEPRECIATION EXPENSE
(Dollars in millions)
			Years ended December 31,
			2023						2022						2021
Sempra			$	2,202					$	1,995					$	1,833
SDG&E			1,092						977						884
SoCalGas			833						755						711

ACCUMULATED DEPRECIATION AND AMORTIZATION
(Dollars in millions)
			December 31,
			2023						2022
SDG&E:
Accumulated depreciation:
Natural gas operations			$	1,048					$	979
Electric transmission, distribution and generation (1)			6,321						5,789
Total SDG&E			7,369						6,768
SoCalGas:
Accumulated depreciation:
Natural gas operations			7,835						7,291
Other non-utility			17						17
Total SoCalGas			7,852						7,308
Other Sempra:
Accumulated depreciation – other (2)			2,314						2,035
Total Sempra			$	17,535					$	16,111

(1) Includes $ 323 at December 31, 2023 related to SDG&E’s 86 % interest in the Southwest Powerlink transmission line, jointly owned by SDG&E and other utilities.

(2) Includes $ 82 and $ 65 at December 31, 2023 and 2022, respectively, of accumulated depreciation for utility plant at Ecogas.

SDG&E and SoCalGas finance construction projects with debt and equity funds. The CPUC and the FERC allow the recovery of the cost of these funds by the capitalization of AFUDC, calculated using rates authorized by the CPUC and the FERC, as a cost component of PP&E. SDG&E and SoCalGas earn a return on the capitalized AFUDC after the utility property is placed in service and recover the AFUDC from their customers over the expected useful lives of the assets.

Pipeline projects under construction by Sempra Infrastructure that are both subject to certain regulation and meet U.S. GAAP regulatory accounting requirements record the impact of AFUDC.

We capitalize interest costs incurred to finance capital projects and interest at equity method investments that have not commenced planned principal operations.

The table below summarizes capitalized financing costs, comprised of AFUDC and capitalized interest.

CAPITALIZED FINANCING COSTS
(Dollars in millions)
			Years ended December 31,
			2023						2022						2021
Sempra			$	448					$	255					$	217
SDG&E			116						116						106
SoCalGas			77						73						64

ASSET RETIREMENT OBLIGATIONS

For tangible long-lived assets, we record AROs for the present value of liabilities of future costs expected to be incurred when assets are retired from service if the retirement process is legally required and if a reasonable estimate of fair value can be made. We also record a liability if a legal obligation to perform an asset retirement exists and can be reasonably estimated but performance is conditional upon a future event. We record the estimated retirement cost using the present value of the obligation at the time the asset is placed into service, and recognize that cost over the life of the related asset by depreciating the asset retirement cost and accreting the obligation until the liability is settled. Our rate-regulated entities record regulatory assets or

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liabilities as a result of the timing difference between the recognition of costs in accordance with U.S. GAAP and costs recovered through the rate-making process.

We have recorded AROs related to various assets, including:

SDG&E and SoCalGas

▪ fuel and storage tanks

▪ natural gas transmission and distribution systems

▪ hazardous waste storage facilities

▪ asbestos-containing construction materials

SDG&E

▪ nuclear power facilities

▪ electric transmission and distribution systems

▪ energy storage systems

▪ power generation plants

SoCalGas

▪ underground natural gas storage facilities and wells

Other Sempra

▪ LNG facility

▪ natural gas transportation and distribution systems

▪ LPG storage facilities

▪ refined products terminals

▪ power generation plants

The changes in AROs are as follows:

CHANGES IN ASSET RETIREMENT OBLIGATIONS
(Dollars in millions)
			Sempra																		SDG&E																		SoCalGas
			2023						2022						2021						2023						2022						2021						2023						2022						2021
Balance at January 1 (1)			$	3,712					$	3,538					$	3,289					$	887					$	890					$	876					$	2,743					$	2,582					$	2,368
Accretion expense			148						141						133						37						37						38						106						101						92
Liabilities incurred and acquired			18						21						20						15						6						2						—						—						—
Payments			( 62 )						( 57 )						( 63 )						( 59 )						( 54 )						( 60 )						( 3 )						( 3 )						( 3 )
Revisions (2)			15						69						159						14						8						34						1						63						125
Balance at December 31 (1)			$	3,831					$	3,712					$	3,538					$	894					$	887					$	890					$	2,847					$	2,743					$	2,582

(1) Current portion of the ARO for Sempra is included in Other Current Liabilities on the Consolidated Balance Sheets.

(2) SDG&E’s change in ARO in 2022 and 2021 includes $ 1 and $ 22 , respectively, due to a revised estimate that is offset in noncurrent Regulatory Liabilities and Regulatory Assets, respectively, on the Consolidated Balance Sheets.

CONTINGENCIES

We accrue losses for the estimated impacts of various conditions, situations or circumstances involving uncertain outcomes. For loss contingencies, we accrue the loss if an event has occurred on or before the balance sheet date and if:

▪ information available through the date we file our financial statements indicates it is probable that a loss has been incurred, given the likelihood of uncertain future events; and

▪ the amount of the loss or a range of possible losses can be reasonably estimated.

We do not accrue contingencies that might result in gains. We assess contingencies for litigation claims, environmental remediation and other events.

COMPREHENSIVE INCOME

Comprehensive income includes all changes in the equity of a business enterprise (except those resulting from investments by

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owners and distributions to owners), including:

▪ foreign currency translation adjustments

▪ certain hedging activities

▪ changes in unamortized net actuarial gain or loss and prior service cost related to pension and PBOP plans

The Consolidated Statements of Comprehensive Income (Loss) show the changes in the components of OCI, including the amounts attributable to NCI. The following tables present the changes in AOCI by component and amounts reclassified out of AOCI to net income, after amounts attributable to NCI.

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CHANGES IN ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) BY COMPONENT (1)
(Dollars in millions)
			Foreign currency translation adjustments						Financial instruments						Pension and PBOP						Total AOCI
Sempra:
Balance at December 31, 2020			$	( 64 )					$	( 331 )					$	( 105 )					$	( 500 )
OCI before reclassifications (2)			( 34 )						62						8						36
Amounts reclassified from AOCI (3)			19						113						14						146
Net OCI (2)(3)			( 15 )						175						22						182
Balance at December 31, 2021			( 79 )						( 156 )						( 83 )						( 318 )
OCI before reclassifications			10						147						( 11 )						146
Amounts reclassified from AOCI (4)			10						19						8						37
Net OCI (4)			20						166						( 3 )						183
Balance at December 31, 2022			( 59 )						10						( 86 )						( 135 )
OCI before reclassifications			23						59						( 35 )						47
Amounts reclassified from AOCI (5)			—						( 66 )						4						( 62 )
Net OCI (5)			23						( 7 )						( 31 )						( 15 )
Balance at December 31, 2023			$	( 36 )					$	3					$	( 117 )					$	( 150 )
SDG&E:
Balance at December 31, 2020															$	( 10 )					$	( 10 )
OCI before reclassifications															( 1 )						( 1 )
Amounts reclassified from AOCI															1						1
Net OCI															—						—
Balance at December 31, 2021															( 10 )						( 10 )
OCI before reclassifications															2						2
Amounts reclassified from AOCI															1						1
Net OCI															3						3
Balance at December 31, 2022															( 7 )						( 7 )
OCI before reclassifications															( 2 )						( 2 )
Amounts reclassified from AOCI															1						1
Net OCI															( 1 )						( 1 )
Balance at December 31, 2023															$	( 8 )					$	( 8 )
SoCalGas:
Balance at December 31, 2020									$	( 13 )					$	( 18 )					$	( 31 )
OCI before reclassifications									—						( 2 )						( 2 )
Amounts reclassified from AOCI									—						2						2
Net OCI									—						—						—
Balance at December 31, 2021									( 13 )						( 18 )						( 31 )
OCI before reclassifications									—						4						4
Amounts reclassified from AOCI									1						2						3
Net OCI									1						6						7
Balance at December 31, 2022									( 12 )						( 12 )						( 24 )
OCI before reclassifications									—						( 1 )						( 1 )
Amounts reclassified from AOCI									1						1						2
Net OCI									1						—						1
Balance at December 31, 2023									$	( 11 )					$	( 12 )					$	( 23 )

(1) All amounts are net of income tax, if subject to tax, and after NCI.

(2) Total AOCI includes $( 28 ) of foreign currency translation adjustments and $( 16 ) of financial instruments associated with the IEnova exchange and cash tender offers in 2021. We discuss these transactions in Note 14 in “Noncontrolling Interests – SI Partners Subsidiaries.” These transactions did not impact the Consolidated Statement of Comprehensive Income (Loss).

(3) Total AOCI includes $ 19 of foreign currency translation adjustments and $ 47 of financial instruments associated with the sale of NCI to KKR Pinnacle in 2021. We discuss this transaction in Note 14 in “Noncontrolling Interests – SI Partners.” This transaction did not impact the Consolidated Statement of Comprehensive Income (Loss).

(4) Total AOCI includes $ 9 of foreign currency translation adjustments associated with the sale of NCI to ADIA in 2022. We discuss this transaction in Note 14 in “Noncontrolling Interests – SI Partners.” This transaction did not impact the Consolidated Statement of Comprehensive Income (Loss).

(5) Total AOCI includes $( 46 ) of financial instruments associated with sale of NCI to KKR Denali in 2023, which we discuss in Note 14 in “Noncontrolling Interests – SI Partners Subsidiaries.” This transaction did not impact the Consolidated Statement of Comprehensive Income (Loss).

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RECLASSIFICATIONS OUT OF ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
(Dollars in millions)
Details about AOCI components			Amounts reclassified from AOCI																		Affected line item on Consolidated Statements of Operations
			Years ended December 31,
			2023						2022						2021
Sempra:
Foreign currency translation adjustments			$	—					$	1					$	—					Operation and Maintenance
Financial instruments:
Interest rate instruments			$	1					$	1					$	11					Interest Expense
Interest rate instruments			( 48 )						29						73						Equity Earnings (1)
Foreign exchange instruments			1						( 1 )						1						Revenues: Energy-Related Businesses
			2						1						—						Other Income, Net
Foreign exchange instruments			2						—						—						Equity Earnings (1)
Interest rate and foreign exchange instruments			( 1 )						( 2 )						1						Interest Expense
			( 6 )						( 12 )						6						Other Income, Net
Total, before income tax			( 49 )						16						92
			6						( 6 )						( 24 )						Income Tax Expense
Total, net of income tax			( 43 )						10						68
			23						9						( 2 )						Earnings Attributable to Noncontrolling Interests
Total, net of income tax and after NCI			$	( 20 )					$	19					$	66
Pension and PBOP (2) :
Amortization of actuarial loss			$	3					$	7					$	8					Other Income, Net
Amortization of prior service cost			2						4						4						Other Income, Net
Settlement charges			—						—						7						Other Income, Net
Total, before income tax			5						11						19
			( 1 )						( 3 )						( 5 )						Income Tax Expense
Total, net of income tax			$	4					$	8					$	14
Total reclassifications for the period, net of income tax and after NCI			$	( 16 )					$	28					$	80
SDG&E:
Pension and PBOP (2) :
Amortization of actuarial loss			$	—					$	1					$	—					Other Income, Net
Amortization of prior service cost			1						—						1						Other Income, Net
Total reclassifications for the period, net of income tax			$	1					$	1					$	1
SoCalGas:
Financial instruments:
Interest rate instruments			$	1					$	1					$	—					Interest Expense
Pension and PBOP (2) :
Amortization of actuarial loss			$	1					$	2					$	1					Other Expense, Net
Amortization of prior service cost			1						1						1						Other Expense, Net
Total, before income tax			2						3						2
			( 1 )						( 1 )						—						Income Tax Benefit (Expense)
Total, net of income tax			$	1					$	2					$	2
Total reclassifications for the period, net of income tax			$	2					$	3					$	2

(1) Equity earnings at our foreign equity method investees are recognized after tax.

(2) Amounts are included in the computation of net periodic benefit cost (see “Net Periodic Benefit Cost” in Note 9).

REVENUES

See Note 3 for a description of significant accounting policies for revenues.

OPERATION AND MAINTENANCE EXPENSES

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Operation and Maintenance includes O&M and general and administrative costs, consisting primarily of personnel costs, purchased materials and services, insurance, rent, provisions for expected credit losses and litigation expense (except for litigation expense included in Aliso Canyon Litigation and Regulatory Matters).

LEGAL FEES

Legal fees that are associated with a past event for which a liability has been recorded are accrued when it is probable that fees also will be incurred and amounts are estimable.

FOREIGN CURRENCY TRANSLATION AND TRANSACTIONS

Our natural gas distribution utility in Mexico, Ecogas, uses its local currency as its functional currency. The assets and liabilities of its foreign operations are translated into U.S. dollars at current exchange rates at the end of the reporting period, and revenues and expenses are translated at average exchange rates for the year. The resulting noncash translation adjustments do not enter into the calculation of earnings or retained earnings but are reflected in OCI and AOCI.

Cash flows of this consolidated foreign subsidiary are translated into U.S. dollars using average exchange rates for the period. We report the effect of exchange rate changes on cash balances held in foreign currencies in Effect of Exchange Rate Changes on Cash, Cash Equivalents and Restricted Cash on Sempra’s Consolidated Statements of Cash Flows.

Foreign currency transaction gains (losses) in a currency other than Sempra Infrastructure’s functional currency were $ 2 million, $( 24 ) million and $( 18 ) million for the years ended December 31, 2023, 2022 and 2021, respectively, and are included in Other Income, Net, on Sempra’s Consolidated Statements of Operations.

OTHER INCOME, NET

Other Income, Net, on the Consolidated Statements of Operations consists of the following:

OTHER INCOME (EXPENSE), NET
(Dollars in millions)
			Years ended December 31,
			2023						2022						2021
Sempra:
Allowance for equity funds used during construction			$	140					$	143					$	133
Investment gains (losses), net (1)			28						( 42 )						50
Gains (losses) on interest rate and foreign exchange instruments, net			4						11						( 28 )
Foreign currency transaction gains (losses), net (2)			2						( 24 )						( 18 )
Non-service components of net periodic benefit cost			( 106 )						( 59 )						( 67 )
Interest on regulatory balancing accounts, net			79						26						6
Sundry, net			( 16 )						( 31 )						( 18 )
Total			$	131					$	24					$	58
SDG&E:
Allowance for equity funds used during construction			$	86					$	88					$	81
Non-service components of net periodic benefit cost			( 19 )						( 11 )						( 13 )
Interest on regulatory balancing accounts, net			42						18						6
Sundry, net			( 12 )						( 3 )						( 10 )
Total			$	97					$	92					$	64
SoCalGas:
Allowance for equity funds used during construction			$	54					$	55					$	48
Non-service components of net periodic benefit cost			( 80 )						( 42 )						( 40 )
Interest on regulatory balancing accounts, net			37						8						—
Sundry, net			( 15 )						( 29 )						( 22 )
Total			$	( 4 )					$	( 8 )					$	( 14 )

(1) Represents net investment gains (losses) on dedicated assets in support of our executive retirement and deferred compensation plans. These amounts are offset by corresponding changes in compensation expense related to the plans, recorded in O&M on the Consolidated Statements of Operations.

(2) Includes losses of $ 11 and $ 23 in 2022 and 2021, respectively, from translation to U.S. dollars of a Mexican peso-denominated loan to IMG, which are offset by corresponding amounts included in Equity Earnings on the Consolidated Statements of Operations.

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INCOME TAXES

Income tax expense includes current and deferred income taxes. We record deferred income taxes for temporary differences between the book and the tax basis of assets and liabilities. Investment tax credits from prior years are generally amortized to income by SDG&E and SoCalGas over the estimated service lives of the properties as required by the CPUC. However, in 2023, the scope of projects eligible for investment tax credits was expanded to include standalone energy storage projects, which are transferable under the IRA. The IRA also provided an election that permits investment tax credits related to standalone energy storage projects to be returned to utility customers over a period that is shorter than the life of the applicable asset. Under this election, SDG&E records a regulatory liability to offset these investment tax credits, which reduces both SDG&E’s and Sempra’s ETR.

Under the regulatory accounting treatment required for flow-through temporary differences, the Registrants recognize:

▪ regulatory assets to offset deferred income tax liabilities if it is probable that the amounts will be recovered from customers; and

▪ regulatory liabilities to offset deferred income tax assets if it is probable that the amounts will be returned to customers.

When there are uncertainties related to potential income tax benefits, the position we take must have at least a more-likely-than-not chance of being sustained (based on the position’s technical merits) upon challenge by the respective authorities in order to qualify for recognition. The term “more-likely-than-not” means a likelihood of more than 50%. Otherwise, we may not recognize any of the potential tax benefit associated with the position. We recognize a benefit for a tax position that meets the more-likely-than-not criterion at the largest amount of tax benefit that is greater than 50% likely of being realized upon its effective resolution.

Unrecognized income tax benefits involve management’s judgment regarding the likelihood of the benefit being sustained. The final resolution of uncertain tax positions could result in adjustments to recorded amounts and may affect our ETR.

We accrue income tax to the extent we intend to repatriate cash to the U.S. from our continuing international operations. We currently do not record deferred income taxes for other basis differences between financial statement and income tax investment amounts in non-U.S. subsidiaries because they are indefinitely reinvested. We recognize income tax expense for basis differences related to global intangible low-taxed income as a period cost if and when incurred.

We recognize interest and penalties related to income taxes in income tax expense.

We provide additional information about income taxes in Note 8.

RESTRICTED NET ASSETS

Sempra

As we discuss below, SDG&E, SoCalGas and certain Other Sempra entities have restrictions on the amount of funds that can be transferred to Sempra by dividend, advance or loan as a result of conditions imposed by various regulators. Additionally, certain Other Sempra entities are subject to various financial and other covenants and other restrictions contained in debt and credit agreements (described in Note 7) and in other agreements that limit the amount of funds that can be transferred to Sempra. At December 31, 2023, Sempra was in compliance with all covenants related to its debt agreements.

At December 31, 2023, the amount of restricted net assets of consolidated entities of Sempra that may not be distributed to Sempra in the form of a loan or dividend is $ 17.1 billion. Additionally, the amount of restricted net assets of our unconsolidated entities is $ 15.0 billion. Although the restrictions cap the amount of funding that the various operating subsidiaries can provide to Sempra, we do not believe these restrictions will have a significant impact on our ability to access cash to pay dividends and fund operating needs.

As we discuss in Note 6, $ 2.5 billion of Sempra’s retained earnings represents undistributed earnings of equity method investments at December 31, 2023.

SDG&E and SoCalGas

The CPUC’s regulation of SDG&E’s and SoCalGas’ capital structures limits the amounts available for dividends and loans to Sempra. At December 31, 2023, Sempra could have received combined loans and dividends of approximately $ 442 million from SDG&E and approximately $ 330 million from SoCalGas.

The payment and amount of future dividends by SDG&E and SoCalGas are at the discretion of their respective boards of directors. The following restrictions limit the amount of retained earnings that may be paid as common stock dividends or loaned to Sempra from either utility:

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▪ The CPUC requires that SDG&E’s and SoCalGas’ common equity ratios be no lower than one percentage point below the CPUC-authorized percentage of each entity’s authorized capital structure. The authorized percentage at December 31, 2023 is 52 % at both SDG&E and SoCalGas.

▪ SDG&E and SoCalGas each have a revolving credit line that requires it to maintain a ratio of consolidated indebtedness to consolidated capitalization (as defined in the agreements) of no more than 65 %, as we discuss in Note 7.

Based on these restrictions, at December 31, 2023, SDG&E’s restricted net assets were $ 9.6 billion and SoCalGas’ restricted net assets were $ 7.1 billion, which could not be transferred to Sempra.

Other Sempra

Sempra owns an indirect 100 % interest in Oncor Holdings, which owns an 80.25 % interest in Oncor. As we discuss in Note 6, we account for our investment in Oncor Holdings under the equity method. Significant restrictions at Oncor that limit the amount that may be paid as dividends to Sempra include:

▪ In connection with ring-fencing measures, governance mechanisms and commitments, Oncor may not pay any dividends or make any other distributions (except for contractual tax payments) if a majority of its independent directors or a minority member director determines that it is in the best interests of Oncor to retain such amounts to meet expected future requirements.

▪ Oncor must remain in compliance with its debt-to-equity ratio established by the PUCT for ratemaking purposes and may not pay dividends or other distributions (except for contractual tax payments) if that payment would cause it to exceed its PUCT authorized debt-to-equity ratio. Oncor’s authorized regulatory capital structure is 57.5 % debt to 42.5 % equity at December 31, 2023.

▪ If the credit rating on Oncor’s senior secured debt by any of the Rating Agencies falls below BBB (or the equivalent), Oncor will suspend dividends and other distributions (except for contractual tax payments), unless otherwise allowed by the PUCT. At December 31, 2023, all of Oncor’s senior secured ratings were above BBB.

▪ Oncor’s revolving credit line and certain of its other debt agreements require it to maintain a consolidated senior debt-to-capitalization ratio of no more than 65 % and observe certain affirmative covenants. At December 31, 2023, Oncor was in compliance with these covenants.

Based on these restrictions, at December 31, 2023, Oncor’s restricted net assets were $ 14.2 billion, which could not be transferred to its owners.

Sempra owns an indirect 50 % interest in Sharyland Holdings, which owns a 100 % interest in Sharyland Utilities. Significant restrictions related to this equity method investment include:

▪ Sharyland Utilities may not pay dividends or make other distributions (except for contractual payments) without the consent of the JV partner.

▪ Sharyland Utilities must remain in compliance with the capital structure established by the PUCT for ratemaking purposes and may not pay dividends or other distributions (except for contractual tax payments) if that payment would cause its debt to exceed 60 % of its capital structure.

▪ Sharyland Utilities has a revolving credit line and two senior notes that require it to maintain a consolidated debt-to-capitalization ratio of no more than 70 % and observe certain customary reporting requirements and other affirmative covenants. At December 31, 2023, Sharyland Utilities was in compliance with these and all other covenants.

Based on these restrictions, at December 31, 2023, Sharyland Utilities’ restricted net assets were $ 123 million, which could not be transferred to its owners.

Significant restrictions at Sempra Infrastructure include:

▪ Partnerships and JVs at Sempra Infrastructure may not pay dividends or make other distributions (except for contractual payments) without the consent of the partners.

▪ Sempra Infrastructure has an equity method investment in Cameron LNG JV, which has debt agreements that require the establishment and funding of project accounts to which the proceeds of loans, project revenues and other amounts are deposited and applied in accordance with the debt agreements. The debt agreements require the JV to maintain reserve accounts in order to pay the project debt service, and also contain restrictions related to the payment of dividends and other distributions to the members of the JV.

Pursuant to the transfer restriction agreement under the debt agreements, Sempra must retain at least 10 % of the indirect fully diluted economic and beneficial ownership interest in Cameron LNG JV. In addition, at all times, a Sempra controlled (but not necessarily wholly owned) subsidiary must directly own 50.2 % of the membership interests of Cameron LNG JV.

To support Cameron LNG JV’s obligations under its debt agreements, Cameron LNG JV has granted security over all of its assets, subject to customary exceptions, and all equity interests in Cameron LNG JV were pledged to HSBC Bank USA, National Association, as security trustee for the benefit of all of Cameron LNG JV’s creditors. As a result, an enforcement

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action by the lenders taken in accordance with the finance documents could result in the exercise of such security interests by the lenders and the loss of ownership interests in Cameron LNG JV by Sempra and the other project partners.

Under these restrictions, net assets of Cameron LNG JV of approximately $ 453 million were restricted at December 31, 2023.

▪ Mexico requires domestic corporations to maintain minimum legal reserves as a percentage of capital stock, resulting in restricted net assets of $ 292 million at Sempra Infrastructure’s consolidated Mexican subsidiaries at December 31, 2023.

▪ IEnova has restrictions under trust agreements related to pipeline projects to pay for rights-of-way and other costs. Under these restrictions, net assets totaling $ 2 million were restricted at December 31, 2023.

▪ TAG Norte, a 50 % owned and unconsolidated JV of Sempra Infrastructure, has a long-term debt agreement that requires it to maintain a reserve account to pay the projects’ debt. Under these restrictions, net assets totaling $ 215 million were restricted at December 31, 2023.

▪ Port Arthur LNG has a seven-year term loan facility agreement and working capital credit facility agreement that require consent of a trustee for the withdrawal or transfer of cash. Under these restrictions, net assets totaling $ 47 million were restricted at December 31, 2023.

▪ Sempra Infrastructure has restricted cash for funds held as collateral in lieu of a customer’s letters of credit. Under this restriction, net assets totaling $ 102 million were restricted at December 31, 2023.

We describe below recent accounting pronouncements that have had or may have a significant effect on our results of operations, financial condition, cash flows or disclosures.

ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures”: ASU 2023-07 revises reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. In addition, public entities are required to disclose the title and position of the CODM and explain how the CODM uses the reported measures of profit or loss to assess segment performance. The standard also requires interim disclosure of certain segment-related disclosures that previously were required only on an annual basis. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. Entities must adopt the changes to the segment reporting guidance on a retrospective basis. We plan to adopt the standard on December 31, 2024 and are currently evaluating the effect of the standard on our financial reporting .

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The following tables disaggregate our revenues from contracts with customers by major service line and market. We also provide a reconciliation to total revenues by segment for Sempra. The majority of our revenue is recognized over time.

DISAGGREGATED REVENUES
(Dollars in millions)
			Sempra
			Sempra California						Sempra Infrastructure						Consolidating adjustments and Parent and other						Sempra
			Year ended December 31, 2023
By major service line:
Utilities			$	13,686					$	87					$	( 19 )					$	13,754
Energy-related businesses			—						1,164						( 70 )						1,094
Revenues from contracts with customers			$	13,686					$	1,251					$	( 89 )					$	14,848
By market:
Gas			$	8,949					$	755					$	( 17 )					$	9,687
Electric			4,737						496						( 72 )						5,161
Revenues from contracts with customers			$	13,686					$	1,251					$	( 89 )					$	14,848
Revenues from contracts with customers			$	13,686					$	1,251					$	( 89 )					$	14,848
Utilities regulatory revenues			75						—						—						75
Other revenues			—						1,820						( 23 )						1,797
Total revenues			$	13,761					$	3,071					$	( 112 )					$	16,720
			Year ended December 31, 2022
By major service line:
Utilities			$	11,944					$	89					$	( 15 )					$	12,018
Energy-related businesses			—						1,760						( 56 )						1,704
Revenues from contracts with customers			$	11,944					$	1,849					$	( 71 )					$	13,722
By market:
Gas			$	7,267					$	1,270					$	( 12 )					$	8,525
Electric			4,677						579						( 59 )						5,197
Revenues from contracts with customers			$	11,944					$	1,849					$	( 71 )					$	13,722
Revenues from contracts with customers			$	11,944					$	1,849					$	( 71 )					$	13,722
Utilities regulatory revenues			633						—						—						633
Other revenues			—						70						14						84
Total revenues			$	12,577					$	1,919					$	( 57 )					$	14,439
			Year ended December 31, 2021
By major service line:
Utilities			$	10,475					$	81					$	( 16 )					$	10,540
Energy-related businesses			—						1,165						( 29 )						1,136
Revenues from contracts with customers			$	10,475					$	1,246					$	( 45 )					$	11,676
By market:
Gas			$	6,128					$	856					$	( 15 )					$	6,969
Electric			4,347						390						( 30 )						4,707
Revenues from contracts with customers			$	10,475					$	1,246					$	( 45 )					$	11,676
Revenues from contracts with customers			$	10,475					$	1,246					$	( 45 )					$	11,676
Utilities regulatory revenues			451						—						—						451
Other revenues			—						751						( 21 )						730
Total revenues			$	10,926					$	1,997					$	( 66 )					$	12,857

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DISAGGREGATED REVENUES
(Dollars in millions)
			SDG&E																		SoCalGas
			Years ended December 31,
			2023						2022						2021						2023						2022						2021
By major service line:
Revenues from contracts with customers – Utilities			$	5,954					$	5,586					$	5,144					$	7,857					$	6,459					$	5,424
By market:
Gas			$	1,204					$	899					$	790					$	7,857					$	6,459					$	5,424
Electric			4,750						4,687						4,354						—						—						—
Revenues from contracts with customers			$	5,954					$	5,586					$	5,144					$	7,857					$	6,459					$	5,424
Revenues from contracts with customers			$	5,954					$	5,586					$	5,144					$	7,857					$	6,459					$	5,424
Utilities regulatory revenues			( 357 )						252						360						432						381						91
Total revenues			$	5,597					$	5,838					$	5,504					$	8,289					$	6,840					$	5,515

REVENUES FROM CONTRACTS WITH CUSTOMERS

Revenues from contracts with customers are primarily related to the transmission, distribution and storage of natural gas and the generation, transmission and distribution of electricity through our regulated utilities. We also provide other midstream and renewable energy-related services. We assess our revenues on a contract-by-contract basis as well as a portfolio basis to determine the nature, amount, timing and uncertainty, if any, of revenues being recognized.

We generally recognize revenues when performance of the promised commodity service is provided to customers and invoices are issued for an amount that reflects the consideration we are entitled to in exchange for those services. We consider the delivery and transmission of natural gas and electricity and providing of natural gas storage services as ongoing and integrated services. Generally, natural gas or electricity services are received and consumed by the customer simultaneously. Performance obligations related to these services are satisfied over time and represent a series of distinct services that are substantially the same and that have the same pattern of transfer to the customers. We recognize revenue based on units delivered, as the satisfaction of respective performance obligations can be directly measured by the amount of natural gas or electricity delivered to the customer. In most cases, the right to consideration from the customer directly corresponds to the value transferred to the customer and we recognize revenue in the amount that we have the right to invoice.

The payment terms in customer contracts vary. Typically, we have an unconditional right to customer payments, which are due after the performance obligation to the customer is satisfied. The term between invoicing and when payment is due is typically between 10 and 90 days.

We exclude sales and usage-based taxes from revenues. In addition, SDG&E and SoCalGas pay franchise fees to operate in various municipalities. SDG&E and SoCalGas bill these franchise fees to their customers based on a CPUC-authorized rate. These franchise fees, which are required to be paid regardless of SDG&E’s and SoCalGas’ ability to collect from the customer, are accounted for on a gross basis and reflected in utilities revenues from contracts with customers and operating expense.

Utilities Revenues

Utilities revenues represent the majority of our consolidated revenues from contracts with customers and include:

▪ The transmission, distribution and storage of natural gas at:

◦ SDG&E

◦ SoCalGas

◦ Sempra’s Ecogas

▪ The generation, transmission and distribution of electricity at SDG&E.

Utilities revenues are derived from and recognized upon the delivery of natural gas or electricity services to customers. Amounts that we bill customers are based on tariffs set by regulators within the respective state or country. For SDG&E and SoCalGas, amounts that we bill to customers also include adjustments for previously recognized regulatory revenues.

SDG&E, SoCalGas and Ecogas recognize revenues based on regulator-approved revenue requirements, which allow the utilities to recover their reasonable operating costs and provides the opportunity to realize their authorized rates of return on their investments. While SDG&E’s and SoCalGas’ revenues are not affected by actual sales volumes, the pattern of their revenue

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recognition during the year is affected by seasonality. SDG&E and SoCalGas recognize annual authorized revenue for customers using seasonal factors established in applicable proceedings. This generally results in a significant portion of operating revenues being recognized in the third quarter of each year for SDG&E and in the first and fourth quarters of each year for SoCalGas.

SDG&E has an arrangement to provide the California ISO with the ability to control its high-voltage transmission lines for prices approved by the FERC. Revenue is recognized over time as access is provided to the California ISO.

Factors that can affect the amount, timing and uncertainty of revenues and cash flows include weather, seasonality and timing of customer billings, which may result in unbilled revenues that can vary significantly from month to month and generally approximate one-half month’s deliveries.

SDG&E and SoCalGas recognize revenues from the sale of allocated California GHG emission allowances at quarterly auctions administered by CARB. GHG allowances are delivered to CARB in advance of the quarterly auctions, and SDG&E and SoCalGas have the right to payment when the GHG allowances are sold at auction. GHG revenue is recognized on a point in time basis within the quarter the auction is held. SDG&E and SoCalGas balance costs and revenues associated with the GHG program through regulatory balancing accounts.

Energy-Related Businesses Revenues

Revenues at Sempra Infrastructure typically represent revenues from long-term, U.S. dollar-based contracts with customers for the sale of natural gas and LNG, as well as storage and transportation of natural gas. Invoiced amounts are based on the volume of natural gas delivered and contracted prices.

We generate pipeline transportation revenues from firm agreements, under which customers pay a fee for reserving transportation capacity. Revenue is recognized when the volumes are delivered to the customers’ agreed upon delivery point. We recognize revenues for our stand-ready obligation to provide capacity and transportation services throughout the contractual delivery period, as the benefits are received and consumed simultaneously as customers utilize pipeline capacity for the transport and receipt of natural gas and LPG. Invoiced amounts are based on a variable usage fee and a fixed capacity charge, adjusted for the Consumer Price Index, the effects of any foreign currency impacts and the actual quantity of commodity transported.

Sempra Infrastructure develops, invests in and operates solar and wind facilities that have long-term PPAs to sell the electricity and the related green energy attributes they generate to customers, generally load serving entities, industrial and other customers. Load serving entities will sell electric service to their end-users and wholesale customers immediately upon receipt of our power delivery, and industrial and other customers immediately consume the electricity to run their facilities, and thus, we recognize the revenue under the PPAs as the electricity is generated and delivered. We invoice customers based on the volume of energy delivered at rates pursuant to the PPAs.

TdM is a natural gas-fired power plant that generates revenues from selling electricity and/or resource adequacy to the California ISO and to governmental, public utility and wholesale power marketing entities, as the power is delivered at the interconnection point.

We recognize storage revenue from firm capacity reservation agreements, under which we collect a fee for reserving storage capacity for customers in our storage facilities. Under these firm agreements, customers pay a monthly fixed reservation fee based on the storage capacity reserved rather than the actual volumes stored. For the fixed-fee component, revenue is recognized on a straight-line basis over the term of the contract. We bill customers for any capacity used in excess of the contracted capacity and such revenues are recognized in the month of occurrence. We also recognize revenue for interruptible storage services.

Sempra Infrastructure sells natural gas to the CFE and other customers under supply agreements. Sempra Infrastructure recognizes the revenue from the sale of natural gas upon transfer of the natural gas via pipelines to customers at the agreed upon delivery points, and in the case of the CFE, at its thermoelectric power plants.

Remaining Performance Obligations

We do not disclose information about remaining performance obligations for (a) contracts with an original expected length of one year or less, (b) variable consideration recognized at the amount at which we have the right to invoice for services performed, or (c) variable consideration allocated to wholly unsatisfied performance obligations.

For contracts greater than one year, at December 31, 2023, we expect to recognize revenue related to the fixed fee component of the consideration as shown below. Sempra’s remaining performance obligations primarily relate to capacity agreements for natural gas storage and transportation at Sempra Infrastructure and transmission line projects at SDG&E. SoCalGas did not have any remaining performance obligations for contracts greater than one year at December 31, 2023.

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REMAINING PERFORMANCE OBLIGATIONS (1)
(Dollars in millions)
			Sempra						SDG&E
2024			$	278					$	3
2025			263						4
2026			262						4
2027			262						4
2028			195						4
Thereafter			1,767						56
Total revenues to be recognized			$	3,027					$	75

(1) Excludes intercompany transactions.

Contract Liabilities from Revenues from Contracts with Customers

From time to time, we receive payments in advance of satisfying the performance obligations associated with customer contracts. We defer such revenues as contract liabilities and recognize them in earnings as the performance obligations are satisfied.

Activities within Sempra’s and SDG&E’s contract liabilities are presented below. There were no contract liabilities at SoCalGas in 2023, 2022 or 2021. Sempra Infrastructure recorded a contract liability for funds held as collateral in lieu of a customer’s letters of credit associated with its LNG storage and regasification agreement.

CONTRACT LIABILITIES
(Dollars in millions)
			2023						2022						2021
Sempra:
Contract liabilities at January 1			$	( 252 )					$	( 278 )					$	( 207 )
Revenue from performance obligations satisfied during reporting period			14						131						52
Payments received in advance			( 21 )						( 105 )						( 123 )
Contract modification			61						—						—
Contract liabilities at December 31 (1)			$	( 198 )					$	( 252 )					$	( 278 )
SDG&E:
Contract liabilities at January 1			$	( 79 )					$	( 83 )					$	( 87 )
Revenue from performance obligations satisfied during reporting period			4						4						4
Contract liabilities at December 31 (2)			$	( 75 )					$	( 79 )					$	( 83 )

(1) Balances at December 31, 2023, 2022 and 2021 include $ 5 , $ 45 and $ 116 , respectively, in Other Current Liabilities and $ 193 , $ 207 and $ 162 , respectively, in Deferred Credits and Other.

(2) Balances at December 31, 2023, 2022 and 2021 include $ 3 , $ 4 and $ 4 , respectively, in Other Current Liabilities and $ 72 , $ 75 and $ 79 , respectively, in Deferred Credits and Other.

As we discuss above in Note 1 in “Property, Plant and Equipment,” Sempra Infrastructure and the CFE have agreed to an amendment to their transportation services agreement for the Guaymas-El Oro segment of the Sonora pipeline. Sempra Infrastructure determined that the amended transportation services agreement met the definition of a lease. In December 2023, Sempra reclassified $ 61 million from contract liabilities to other noncurrent liabilities, both within Deferred Credits and Other on Sempra’s Consolidated Balance Sheet.

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Receivables from Revenues from Contracts with Customers

The table below shows receivable balances associated with revenues from contracts with customers on the Consolidated Balance Sheets.

RECEIVABLES FROM REVENUES FROM CONTRACTS WITH CUSTOMERS
(Dollars in millions)
						December 31,
						2023									2022
Sempra:
Accounts receivable – trade, net (1)						$	1,951								$	2,291
Accounts receivable – other, net						15									25
Due from unconsolidated affiliates – current (2)						4									9
Other long-term assets (3)						—									9
Total						$	1,970								$	2,334
SDG&E:
Accounts receivable – trade, net (1)						$	870								$	799
Accounts receivable – other, net						13									12
Due from unconsolidated affiliates – current (2)						6									2
Other long-term assets (3)						—									6
Total						$	889								$	819
SoCalGas:
Accounts receivable – trade, net						$	985								$	1,295
Accounts receivable – other, net						2									13
Other long-term assets (3)						—									3
Total						$	987								$	1,311

(1) At December 31, 2023 and 2022, includes $ 148 and $ 72 , respectively, of receivables due from customers that were billed on behalf of CCAs, which are not included in revenues.

(2) Amount is presented net of amounts due to unconsolidated affiliates on the Consolidated Balance Sheets, when right of offset exists.

(3) In connection with the COVID-19 pandemic and at the direction of the CPUC, SDG&E and SoCalGas enrolled residential and small business customers with past-due balances in long-term repayment plans.

REVENUES FROM SOURCES OTHER THAN CONTRACTS WITH CUSTOMERS

Certain of our revenues are derived from sources other than contracts with customers and are accounted for under other accounting standards outside the scope of ASC 606.

Utilities Regulatory Revenues

Alternative Revenue Programs

We recognize revenues from alternative revenue programs when the regulator-specified conditions for recognition have been met and adjust these revenues as they are recovered or refunded through future utility service.

Decoupled Revenues. As we discuss above, the regulatory framework requires SDG&E and SoCalGas to recover authorized revenue based on estimated annual demand forecasts approved in regular proceedings before the CPUC. However, actual demand for natural gas and electricity will generally vary from CPUC-approved forecasted demand due to the impacts from weather volatility, energy efficiency programs, rooftop solar and other factors affecting consumption. The CPUC regulatory framework provides for SDG&E and SoCalGas to use a “decoupling” mechanism, which allows SDG&E and SoCalGas to record revenue shortfalls or excess revenues resulting from any difference between actual and forecasted demand to be recovered or refunded in authorized revenue in a subsequent period based on the nature of the account.

Incentive Mechanisms. The CPUC applies performance-based measures and incentive mechanisms to all California IOUs, under which SDG&E and SoCalGas have earnings potential above authorized base margins if they achieve or exceed specific performance and operating goals. Generally, for performance-based awards, if performance is above or below specific benchmarks, the utility is eligible for financial awards or subject to financial penalties.

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Incentive awards are included in revenues when we receive required CPUC approval of the award, the timing of which may not be consistent from year to year. We would record penalties for results below the specified benchmarks against revenues when we believe it is probable that the CPUC would assess a penalty.

Other Cost-Based Regulatory Recovery

The CPUC, and the FERC as it relates to SDG&E, authorize SDG&E and SoCalGas to collect revenue requirements for operating costs and capital related costs (depreciation, taxes and return on rate base) from customers, including:

▪ costs to purchase natural gas and electricity;

▪ costs associated with administering public purpose, demand response, and customer energy efficiency programs;

▪ other programmatic activities, such as gas distribution, gas transmission, gas storage integrity management and wildfire mitigation; and

▪ costs associated with third party liability insurance premiums.

Authorized costs are recovered as the commodity service is delivered. To the extent authorized amounts collected vary from actual costs, the differences are generally recovered or refunded in a subsequent period based on the nature of the balancing account mechanism. In general, the revenue recognition criteria for balanced costs billed to customers are met at the time the costs are incurred. Because these costs are substantially recovered in rates through a balancing account mechanism, changes in these costs are reflected as changes in revenues. The CPUC and the FERC may impose various review procedures before authorizing recovery or refund of amounts accumulated for authorized programs, including limitations on the program’s total cost, revenue requirement limits or reviews of costs for reasonableness. These procedures could result in disallowances of recovery from customers.

We discuss balancing accounts and their effects further in Note 4.

Other Revenues

Sempra Infrastructure generates lease revenues from certain of its natural gas and ethane pipelines, compressor stations, LPG storage facilities, a rail facility and refined products terminals. We discuss the recognition of lease income in Note 16.

Sempra Infrastructure has an agreement with Tangguh PSC to supply LNG to the ECA Regas Facility. Under the terms of the agreement, Tangguh PSC must either deliver the contracted number of cargoes or pay a diversion fee for non-delivery of LNG cargoes.

Sempra Infrastructure also recognizes other revenues associated with derivatives related to the sales of natural gas and electricity under short-term and long-term contracts and into the spot market and other competitive markets. Revenues include the net realized gains and losses on physical and derivative settlements and net unrealized gains and losses from the change in fair values of these derivatives.

REGULATORY ASSETS AND LIABILITIES

We show the details of regulatory assets and liabilities in the following table and discuss them below. With the exception of regulatory balancing accounts, we generally do not earn a return on our regulatory assets until such time as a related cash expenditure has been made. Upon the occurrence of a cash expenditure associated with a regulatory asset, the related amounts are recoverable through a regulatory account mechanism for which we earn a return authorized by applicable regulators, which generally approximates the three-month commercial paper rate. The periods during which we recognize a regulatory asset while we do not earn a return vary by regulatory asset.

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REGULATORY ASSETS (LIABILITIES) AT DECEMBER 31
(Dollars in millions)
			Sempra												SDG&E												SoCalGas
			2023						2022						2023						2022						2023						2022
Fixed-price contracts and other derivatives			$	215					$	( 56 )					$	14					$	( 110 )					$	201					$	54
Deferred income taxes recoverable in rates			1,142						535						626						296						430						161
Pension and PBOP plan obligations			( 212 )						( 159 )						48						11						( 260 )						( 170 )
Employee benefit costs			24						29						3						5						21						24
Removal obligations			( 3,082 )						( 2,864 )						( 2,468 )						( 2,248 )						( 614 )						( 616 )
Environmental costs			139						145						105						107						34						38
Sunrise Powerlink fire mitigation			124						123						124						123						—						—
Regulatory balancing accounts (1)(2) :
Commodity – electric			( 233 )						220						( 233 )						220						—						—
Commodity – gas, including transportation			( 259 )						( 197 )						52						60						( 311 )						( 257 )
Safety and reliability			959						682						207						107						752						575
Public purpose programs			( 273 )						( 227 )						( 144 )						( 69 )						( 129 )						( 158 )
Wildfire mitigation plan			685						375						685						375						—						—
Liability insurance premium			113						122						90						99						23						23
Other balancing accounts			373						65						( 152 )						( 50 )						525						115
Other regulatory (liabilities) assets, net (2)			( 10 )						301						49						132						( 58 )						169
Total			$	( 295 )					$	( 906 )					$	( 994 )					$	( 942 )					$	614					$	( 42 )

(1) At December 31, 2023 and 2022, the noncurrent portion of regulatory balancing accounts – net undercollected for Sempra was $ 1,913 and $ 1,254 , respectively, for SDG&E was $ 950 and $ 562 , respectively, and for SoCalGas was $ 963 and $ 692 , respectively.

(2) Includes regulatory assets earning a return authorized by applicable regulators, which generally approximates the three-month commercial paper rate.

Regulatory Assets Not Earning a Return

▪ Regulatory assets arising from fixed-price contracts and other derivatives are offset by corresponding liabilities arising from purchased power and natural gas commodity and transportation contracts. The regulatory asset is increased/decreased based on changes in the fair market value of the contracts. It is also reduced as payments are made for commodities and services under these contracts. The related amounts are recovered in rates once these contracts are settled, generally within four years .

▪ Deferred income taxes recoverable/refundable in rates are based on current regulatory ratemaking and income tax laws. SDG&E, SoCalGas and Sempra Infrastructure expect to recover/refund net regulatory assets/liabilities related to deferred income taxes over the lives of the assets, ranging from 5 to 69 years, that give rise to the related accumulated deferred income tax balances. Regulatory assets and liabilities include excess deferred income taxes resulting from statutory income tax rate changes and certain income tax benefits and expenses associated with flow-through items, which we discuss in Note 8.

▪ Regulatory assets/liabilities related to pension and PBOP plan obligations are offset by corresponding liabilities/assets. The assets are recovered in rates as the plans are funded.

▪ The regulatory asset related to employee benefit costs represents our liability associated with long-term disability insurance that will be recovered from customers in future rates as expenditures are made.

▪ Regulatory liabilities from removal obligations represent cumulative amounts collected in rates for future asset removal costs in excess of cumulative amounts incurred (or paid).

▪ Regulatory assets related to environmental costs represent the portion of our environmental liability recognized at the end of the period in excess of the amount that has been recovered through rates charged to customers. We expect this amount to be recovered in future rates as expenditures are made.

▪ The regulatory asset related to Sunrise Powerlink fire mitigation is offset by a corresponding liability for the funding of a trust to cover the mitigation costs. SDG&E expects to recover the regulatory asset in rates as the trust is funded over a remaining 46 -year period.

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Regulatory Assets Earning a Return

▪ Over- and undercollected regulatory balancing accounts and other regulatory assets, net, reflect the difference between customer billings and recorded or CPUC-authorized amounts. Depreciation, taxes and return on rate base may also be included in certain accounts. Amounts in the balancing accounts are recoverable (receivable) or refundable (payable) in future rates, subject to CPUC approval. SDG&E and SoCalGas periodically make requests to the CPUC to true up their revenue requirement for amounts accumulated in the regulatory balancing accounts and in other regulatory assets, net. The CPUC may impose various review procedures before authorizing recovery or refund of amounts accumulated for authorized programs, including limitations on the program’s total cost, revenue requirement limits or reviews of costs for reasonableness. These procedures could result in delays or disallowances of recovery from customers.

Amortization expense on certain regulatory assets for the years ended December 31, 2023, 2022 and 2021 was $ 12 million, $ 11 million and $ 10 million, respectively, at Sempra, $ 6 million, $ 5 million and $ 5 million, respectively, at SDG&E, and $ 6 million, $ 6 million and $ 5 million, respectively, at SoCalGas.

CPUC GRC

The CPUC uses GRCs to set revenues to allow SDG&E and SoCalGas to recover their reasonable operating costs and to provide the opportunity to realize their authorized rates of return on their investments.

In September 2019, the CPUC issued a final decision in the 2019 GRC approving SDG&E’s and SoCalGas’ test year revenues for 2019 and attrition year adjustments for 2020 and 2021, which was effective retroactively to January 1, 2019. This is the first GRC that includes revenues authorized for risk assessment mitigation phase activities. In January 2020, the CPUC issued a final decision implementing a four-year GRC cycle for California IOUs. SDG&E and SoCalGas were directed to file a petition for modification to revise their 2019 GRC to add two additional attrition years, resulting in a transitional five-year GRC period (2019-2023). In May 2021, the CPUC issued a final decision approving SDG&E’s and SoCalGas’ request to continue their authorized post-test year mechanisms for 2022 and 2023. For SDG&E, the decision authorizes revenue requirement increases of $ 87 million ( 3.92 %) for 2022 and $ 86 million ( 3.70 %) for 2023. For SoCalGas, the decision authorizes revenue requirement increases of $ 142 million ( 4.53 %) for 2022 and $ 130 million ( 3.97 %) for 2023.

In May 2022, SDG&E and SoCalGas filed their 2024 GRC applications requesting CPUC approval of test year revenue requirements for 2024 and attrition year adjustments for 2025 through 2027. SDG&E and SoCalGas requested revenue requirements for 2024 of $ 3.0 billion and $ 4.4 billion, respectively. SDG&E and SoCalGas proposed post-test year revenue requirement changes using various mechanisms that are estimated to result in annual increases of approximately 8 % to 11 % at SDG&E and approximately 6 % to 8 % at SoCalGas. Intervening parties have proposed various adjustments to SDG&E’s and SoCalGas’ revenue requirement requests. In October 2022, the CPUC issued a scoping ruling that set a schedule for the proceeding, including the expected issuance of a proposed decision in the second quarter of 2024. The CPUC has authorized SDG&E and SoCalGas to recognize the effects of the GRC final decision retroactive to January 1, 2024.

In October 2023, SDG&E submitted a separate request to the CPUC in its 2024 GRC describing $ 2.2 billion in costs to implement its wildfire mitigation plans from 2019 through 2022, and seeking review and recovery of the incremental wildfire mitigation plan costs incurred during that period, totaling $ 1.5 billion. SDG&E expects to receive a proposed decision on this request in late 2024. In February 2024, the CPUC approved an interim cost recovery mechanism that would permit SDG&E to recover in rates $ 194 million of its wildfire mitigation plan regulatory account balance in 2024 and, if a recovery mechanism is not in place by January 1, 2025, an additional $ 96 million in 2025. Such recovery of SDG&E’s wildfire mitigation plan regulatory account balance will be subject to reasonableness review. SDG&E also expects to submit a separate request for review and recovery of its 2023 wildfire mitigation plan costs in late 2024.

The results of the GRC may materially and adversely differ from what is contained in the GRC applications.

CPUC COST OF CAPITAL

A CPUC cost of capital proceeding determines a utility’s authorized capital structure and authorized return on rate base. The CCM applies in the interim years between required cost of capital applications and considers changes in the cost of capital based on changes in interest rates based on the applicable utility bond index published by Moody’s (the CCM benchmark rate) for each 12-month period ending September 30 (the measurement period). The index applicable to SDG&E and SoCalGas is based on each utility’s credit rating. The CCM benchmark rate is the basis of comparison to determine if the CCM is triggered in each measurement period, which occurs if the change in the applicable Moody’s utility bond index relative to the CCM benchmark rate is larger than plus or minus 1.000 % at the end of the measurement period. The CCM, if triggered, would automatically update the

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authorized cost of debt based on actual costs and update the authorized ROE upward or downward by one-half of the difference between the CCM benchmark rate and the applicable Moody’s utility bond index, subject to regulatory approval. Alternatively, each of SDG&E and SoCalGas is permitted to file a cost of capital application to have its cost of capital determined in lieu of the CCM in an interim year in which an extraordinary or catastrophic event materially impacts its cost of capital and affects utilities differently than the market as a whole.

The CPUC approved the following cost of capital for SDG&E and SoCalGas that became effective on January 1, 2020 and remained in effect through December 31, 2022.

AUTHORIZED COST OF CAPITAL FOR 2020 – 2022
SDG&E												SoCalGas
Authorized weighting			Return on rate base			Weighted return on rate base						Authorized weighting			Return on rate base			Weighted return on rate base
45.25		%	4.59		%	2.08		%	Long-Term Debt			45.60		%	4.23		%	1.93		%
2.75			6.22			0.17			Preferred Equity			2.40			6.00			0.14
52.00			10.20			5.30			Common Equity			52.00			10.05			5.23
100.00		%				7.55		%				100.00		%				7.30		%

The CPUC approved the following cost of capital for SDG&E and SoCalGas that became effective on January 1, 2023 and was to remain in effect through December 31, 2025, subject to the CCM. The CPUC has issued a ruling to initiate a second phase of this cost of capital proceeding to evaluate potential modifications to the CCM.

AUTHORIZED COST OF CAPITAL FOR 2023
SDG&E												SoCalGas
Authorized weighting			Return on rate base			Weighted return on rate base (1)						Authorized weighting			Return on rate base			Weighted return on rate base
45.25		%	4.05		%	1.83		%	Long-Term Debt			45.60		%	4.07		%	1.86		%
2.75			6.22			0.17			Preferred Equity			2.40			6.00			0.14
52.00			9.95			5.17			Common Equity			52.00			9.80			5.10
100.00		%				7.18		%				100.00		%				7.10		%

(1) Total weighted return on rate base does not sum due to rounding differences.

For the measurement period that ended on September 30, 2023, SDG&E’s CCM benchmark rate was 4.367 % based on Moody’s Baa- utility bond index and SoCalGas’ CCM benchmark rate was 4.074 % based on Moody’s A- utility bond index. The actual average rate during the measurement period was 5.777 % for SDG&E and 5.472 % for SoCalGas. As such, the CCM was triggered for SDG&E and SoCalGas on September 30, 2023. In December 2023, the CPUC approved increases to SDG&E’s and SoCalGas’ authorized rates of return effective January 1, 2024, which will remain in effect through December 31, 2025, subject to the CCM. In January 2024, several parties submitted a request for the CPUC to review such approval.

AUTHORIZED COST OF CAPITAL FOR 2024 – 2025
SDG&E												SoCalGas
Authorized weighting			Return on rate base			Weighted return on rate base						Authorized weighting			Return on rate base			Weighted return on rate base
45.25		%	4.34		%	1.96		%	Long-Term Debt			45.60		%	4.54		%	2.07		%
2.75			6.22			0.17			Preferred Equity			2.40			6.00			0.14
52.00			10.65			5.54			Common Equity			52.00			10.50			5.46
100.00		%				7.67		%				100.00		%				7.67		%

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FERC RATE MATTERS

SDG&E files separately with the FERC for its authorized ROE on FERC-regulated electric transmission operations and assets. SDG&E’s currently effective TO5 settlement provides for a ROE of 10.60 %, consisting of a base ROE of 10.10 % plus an additional 50 bps for participation in the California ISO (the California ISO adder). If the FERC issues an order ruling that California IOUs are no longer eligible for the California ISO adder, SDG&E would refund the California ISO adder as of the refund effective date (June 1, 2019) or such other date set by the FERC if such a refund is determined to be required by the terms of the TO5 settlement. The TO5 settlement will remain in effect until terminated by a notice provided at least six months before the end of the calendar year. Following any such notice, SDG&E would file an updated rate request with an effective date of January 1 of the following year.

ACQUISITION

ESJ

In March 2021, Sempra Infrastructure completed the acquisition of Saavi Energía S. de R.L. de C.V.’s 50 % equity interest in ESJ for a purchase price of $ 65 million (net of $ 14 million of acquired cash and cash equivalents) plus the assumption of $ 277 million in debt (including $ 94 million owed from ESJ to Sempra Infrastructure that eliminated upon consolidation). Sempra Infrastructure previously accounted for its interest in ESJ as an equity method investment. This acquisition increased SI Partners’ ownership interest in ESJ from 50 % to 100 %. We accounted for this asset acquisition using a cost accumulation model whereby the cost of the acquisition and carrying value of our previously held interest in ESJ ($ 34 million) were allocated to assets acquired ($ 458 million) and liabilities assumed ($ 345 million) based on their relative fair values. ESJ owns a fully operating wind power generation facility with a nameplate capacity of 155 MW that is fully contracted by SDG&E under a long-term PPA. Sempra Infrastructure recorded a $ 190 million intangible asset for the relative fair value of the PPA that will be amortized over a period of 14 years against revenues. On January 15, 2022, ESJ completed construction and began commercial operation of a second wind power generation facility with a nameplate capacity of 108 MW that is also fully contracted by SDG&E under a long-term PPA.

DIVESTITURE

PXiSE

In December 2021, Parent and other completed the sale of its 80 % interest in PXiSE for total cash proceeds of $ 38 million, net of transaction costs totaling $ 4 million, and recorded a $ 36 million ($ 26 million after tax) gain, which is included in Gain on Sale of Assets on Sempra’s Consolidated Statement of Operations.

We generally account for investments under the equity method when we have significant influence over, but do not have control of, these entities. Equity earnings and losses, both before and net of income tax, are combined and presented as Equity Earnings on the Consolidated Statements of Operations. Distributions received from equity method investees are classified in the Consolidated Statements of Cash Flows as either a return on investment in operating activities or a return of investment in investing activities based on the “nature of the distribution” approach.

Our equity method investments include various domestic and foreign entities. Our domestic equity method investees are typically partnerships that are pass-through entities for income tax purposes and therefore they do not record income tax. Sempra’s income tax on earnings from these equity method investees, other than Oncor Holdings as we discuss below, is included in Income Tax Expense on the Consolidated Statements of Operations. Our foreign equity method investees are generally corporations whose operations are taxable on a standalone basis in the countries in which they operate, and we recognize our equity in such income or loss net of investee income tax. See Note 8 for information on how equity earnings and losses before income taxes are factored into the calculations of our pretax income or loss and ETR.

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We provide the carrying values of our investments and earnings on these investments by segment in the following tables.

EQUITY METHOD AND OTHER INVESTMENTS (1)
(Dollars in millions)
			Percent ownership												Investment balance
			December 31,
			2023						2022						2023						2022
Sempra Texas Utilities:
Oncor Holdings (2)			100		%				100		%				$	14,266					$	13,665
Sempra Texas Utilities:
Sharyland Holdings (3)			50		%				50		%				$	114					$	107
Sempra Infrastructure:
Cameron LNG JV (4)			50.2						50.2						1,008						886
IMG (5)			40						40						620						591
TAG Norte (6)			50						50						501						428
Parent and other:
Other															1						—
Total															$	2,244					$	2,012

(1) All amounts are before NCI, where applicable.

(2) The carrying value of our equity method investment is $ 2,870 and $ 2,856 higher than the underlying equity in the net assets of the investee at December 31, 2023 and 2022, respectively, due to $ 2,868 of equity method goodwill and $ 69 in basis differences in AOCI, offset by $ 67 and $ 81 at December 31, 2023 and 2022, respectively, due to a tax sharing liability to TTI under a tax sharing agreement.

(3) The carrying value of our equity method investment is $ 41 higher than the underlying equity in the net assets of the investee due to equity method goodwill.

(4) The carrying value of our equity method investment is $ 262 and $ 270 higher than the underlying equity in the net assets of the investee at December 31, 2023 and 2022, respectively, primarily due to guarantees, interest capitalized on the investment prior to the JV commencing its operations, and amortization of guarantee fees and capitalized interest thereafter.

(5) The carrying value of our equity method investment is $ 5 higher than the underlying equity in the net assets of the investee due to guarantees.

(6) The carrying value of our equity method investment is $ 130 higher than the underlying equity in the net assets of the investee due to equity method goodwill.

EARNINGS FROM EQUITY METHOD INVESTMENTS (1)
(Dollars in millions)
						Years ended December 31,
						2023						2022						2021
EARNINGS RECORDED BEFORE INCOME TAX (2) :
Sempra Texas Utilities:
Sharyland Holdings						$	7					$	7					$	5
Sempra Infrastructure:
Cameron LNG JV (3)						586						659						559
Parent and other:
RBS Sempra Commodities						40						—						50
						633						666						614
EARNINGS RECORDED NET OF INCOME TAX:
Sempra Texas Utilities:
Oncor Holdings						694						735						617
Sempra Infrastructure:
ESJ						—						—						2
IMG						40						68						83
TAG Norte						114						29						27
						848						832						729
Total						$	1,481					$	1,498					$	1,343

(1) All amounts are before NCI, where applicable.

(2) We provide our ETR calculation in Note 8.

(3) Includes $ 9 , $ 12 and $ 3 of basis differences in equity earnings related to AOCI in 2023, 2022 and 2021, respectively.

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We provide the contributions to and distributions from our investments by segment in the following tables.

EXPENDITURES FOR INVESTMENTS
(Dollars in millions)
						Years ended December 31,
						2023						2022						2021
Sempra Texas Utilities:
Oncor Holdings						$	363					$	341					$	566
Sharyland Holdings						4						5						—
						367						346						566
Sempra Infrastructure:
Cameron LNG JV						15						30						2
ESJ						—						—						65
						15						30						67
Total						$	382					$	376					$	633

DISTRIBUTIONS FROM INVESTMENTS
(Dollars in millions)
						Years ended December 31,
						2023						2022						2021
Sempra Texas Utilities:
Oncor Holdings (1)						$	441					$	340					$	681
Sharyland Holdings						4						5						7
						445						345						688
Sempra Infrastructure:
Cameron LNG JV						456						509						623
ESJ						—						—						4
IMG						11						—						—
TAG Norte						36						32						45
						503						541						672
Total						$	948					$	886					$	1,360

(1) When including payments received under a tax sharing arrangement, distributions would total $ 558 , $ 443 and $ 753 in 2023, 2022 and 2021, respectively.

At December 31, 2023 and 2022 our share of the undistributed earnings of equity method investments was $ 2.5 billion and $ 2.0 billion, respectively, including $ 496 million at December 31, 2023 in undistributed earnings from investments for which we have less than 50% equity interests.

ONCOR HOLDINGS

We account for our 100 % equity ownership interest in Oncor Holdings, which owns an 80.25 % interest in Oncor, as an equity method investment. Sempra does not control Oncor Holdings or Oncor, and the ring-fencing measures, governance mechanisms and commitments in effect limit our ability to direct the management, policies and operations of Oncor Holdings and Oncor, including the deployment or disposition of their assets, declarations of dividends, strategic planning and other important corporate issues and actions. We also have limited representation on the Oncor Holdings and Oncor boards of directors.

Oncor is a domestic partnership for U.S. federal income tax purposes and is not included in the consolidated income tax return of Sempra. Rather, only our pretax equity earnings from our investment in Oncor Holdings (a disregarded entity for tax purposes) are included in our consolidated income tax return. A tax sharing agreement with TTI, Oncor Holdings and Oncor provides for the calculation of an income tax liability substantially as if Oncor Holdings and Oncor were taxed as corporations and requires tax payments determined on that basis. While partnerships are not subject to income taxes, in consideration of the tax sharing agreement and Oncor being subject to the provisions of U.S. GAAP governing rate-regulated operations, Oncor recognizes amounts determined under cost-based regulatory rate-setting processes (with such costs including income taxes), as if it were taxed as a corporation. As a result, since Oncor Holdings consolidates Oncor, we recognize equity earnings from our investment in Oncor Holdings net of its recorded income tax.

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We provide summarized income statement and balance sheet information for Oncor Holdings in the following table.

SUMMARIZED FINANCIAL INFORMATION – ONCOR HOLDINGS
(Dollars in millions)
			Years ended December 31,
			2023						2022						2021
Operating revenues			$	5,586					$	5,243					$	4,764
Operating expenses			( 4,026 )						( 3,682 )						( 3,397 )
Income from operations			1,560						1,561						1,367
Interest expense			( 536 )						( 445 )						( 413 )
Income tax expense			( 192 )						( 203 )						( 163 )
Net income			849						893						760
NCI held by TTI			( 170 )						( 179 )						( 152 )
Earnings attributable to Sempra (1)			679						714						608
									December 31,
									2023						2022
Current assets									$	1,431					$	1,223
Noncurrent assets									34,649						31,703
Current liabilities									1,625						1,579
Noncurrent liabilities									19,727						17,405
NCI held by TTI									3,338						3,141

(1) Excludes adjustments to equity earnings related to amortization of a tax sharing liability associated with a tax sharing arrangement and changes in basis differences in AOCI within the carrying value of our equity method investment.

SHARYLAND HOLDINGS

We account for our 50 % ownership interest in Sharyland Holdings, a JV with SU Investment Partners, L.P. that owns a 100 % interest in Sharyland Utilities, as an equity method investment.

CAMERON LNG JV

Cameron LNG JV is a JV between Sempra and three project partners, TotalEnergies SE, Mitsui & Co., Ltd., and Japan LNG Investment, LLC, a company jointly owned by Mitsubishi Corporation and Nippon Yusen Kabushiki Kaisha. We account for SI Partners’ 50.2 % investment in Cameron LNG JV under the equity method.

Sempra Promissory Note for SDSRA Distribution

Cameron LNG JV’s debt agreements require Cameron LNG JV to maintain the SDSRA, which is an additional reserve account beyond the Senior Debt Service Accrual Account, where funds accumulate from operations to satisfy senior debt obligations due and payable on the next payment date. Both accounts can be funded with cash or authorized investments. In June 2021, Sempra Infrastructure received a distribution of $ 165 million based on its proportionate share of the SDSRA, for which Sempra provided a promissory note and letters of credit to secure a proportionate share of Cameron LNG JV’s obligation to fund the SDSRA. Sempra’s maximum exposure to loss is replenishment of the amount withdrawn by Sempra Infrastructure from the SDSRA, or $ 165 million. We recorded a guarantee liability of $ 22 million in June 2021, with an associated carrying value of $ 19 million at December 31, 2023, for the fair value of the promissory note, which is being reduced over the duration of the guarantee through Sempra Infrastructure’s investment in Cameron LNG JV. The guarantee will terminate upon full repayment of Cameron LNG JV’s debt, scheduled to occur in 2039, or replenishment of the amount withdrawn by Sempra Infrastructure from the SDSRA.

Sempra Support Agreement for CFIN

In July 2020, CFIN entered into a financing arrangement with Cameron LNG JV’s four project owners and received aggregate proceeds of $ 1.5 billion from two project owners and from external lenders on behalf of the other two project owners (collectively, the affiliate loans), based on their proportionate ownership interest in Cameron LNG JV. CFIN used the proceeds from the affiliate loans to provide a loan to Cameron LNG JV. The affiliate loans mature in 2039. Principal and interest will be paid from Cameron LNG JV’s project cash flows from its three-train natural gas liquefaction facility. Cameron LNG JV used the proceeds from its loan to return equity to its project owners.

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Sempra Infrastructure’s $ 753 million proportionate share of the affiliate loans, based on SI Partners’ 50.2 % ownership interest in Cameron LNG JV, was funded by external lenders comprised of a syndicate of eight banks (the bank debt) to whom Sempra has provided a guarantee pursuant to a Support Agreement under which:

▪ Sempra has severally guaranteed repayment of the bank debt plus accrued and unpaid interest if CFIN fails to pay the external lenders;

▪ the external lenders may exercise an option to put the bank debt to Sempra Infrastructure upon the occurrence of certain events, including a failure by CFIN to meet its payment obligations under the bank debt;

▪ the external lenders will put some or all of the bank debt to Sempra Infrastructure on the fifth, tenth, or fifteenth anniversary date of the affiliate loans, except the portion of the debt owed to any external lender that has elected not to participate in the put option six months prior to the respective anniversary date;

▪ Sempra Infrastructure also has a right to call the bank debt back from, or to refinance the bank debt with, the external lenders at any time; and

▪ the Support Agreement will terminate upon full repayment of the bank debt, including repayment following an event in which the bank debt is put to Sempra Infrastructure.

In exchange for this guarantee, the external lenders pay a guarantee fee that is based on the credit rating of Sempra’s long-term senior unsecured non-credit enhanced debt rating, which guarantee fee Sempra Infrastructure recognizes as interest income as earned. Sempra’s maximum exposure to loss is the bank debt plus any accrued and unpaid interest and related fees, subject to a liability cap of 130 % of the bank debt, or $ 979 million. We measure the Support Agreement at fair value, net of related guarantee fees, on a recurring basis (see Note 12). At December 31, 2023, the fair value of the Support Agreement was $ 23 million, of which $ 7 million is included in Other Current Assets and $ 16 million is included in Other Long-Term Assets on Sempra’s Consolidated Balance Sheet.

ESJ

As we discuss in Note 5, in March 2021, SI Partners’ completed the acquisition of the remaining 50 % equity interest in ESJ and ESJ became a consolidated subsidiary. Prior to the acquisition date, SI Partners’ owned 50 % of ESJ and accounted for its interest as an equity method investment.

IMG

SI Partners’ has a 40 % interest in IMG, a JV with a subsidiary of TC Energy Corporation, and accounts for its interest as an equity method investment. IMG owns and operates the Sur de Texas-Tuxpan natural gas marine pipeline, which is fully contracted under a 35 -year natural gas transportation service contract with the CFE.

TAG NORTE

SI Partners’ has a 50 % beneficial ownership interest in TAG Norte, a JV with TETL JV Mexico Norte, S. de R.L. de C.V. and Bravo N Mergeco, S. de R.L. de C.V. that holds a 50 % interest in the Los Ramones Norte pipeline. Sempra Infrastructure accounts for its 50 % interest in TAG Norte as an equity method investment.

RBS SEMPRA COMMODITIES

RBS Sempra Commodities is a United Kingdom limited liability partnership formed by Sempra and RBS in 2008 to own and operate the commodities-marketing businesses previously operated through wholly owned subsidiaries of Sempra. We and RBS sold substantially all of the partnership’s businesses and assets in four separate transactions completed in 2010 and 2011. Since 2011, our investment balance has reflected our share of the remaining partnership assets, including amounts retained by the partnership to help offset unanticipated future general and administrative costs necessary to complete the dissolution of the partnership and the distribution of the partnership’s remaining assets, if any. We account for our investment in RBS Sempra Commodities under the equity method.

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In 2018, we fully impaired our remaining equity method investment in RBS Sempra Commodities. In 2020, we recorded a charge of $ 100 million in Equity Earnings on Sempra’s Consolidated Statement of Operations for losses from our investment in RBS Sempra Commodities. In 2021, we reduced this charge by $ 50 million based on the favorable outcome of a settlement with HMRC and revised assumptions on the High Court of Justice case. In 2023, we reduced this estimate by an additional $ 40 million based on the settlement reached with the Liquidating Companies. We discuss matters related to RBS Sempra Commodities further in “Legal Proceedings – Other Sempra” in Note 16.

SUMMARIZED FINANCIAL INFORMATION

We present summarized financial information below, aggregated for all other equity method investments (excluding Oncor Holdings and RBS Sempra Commodities) for the periods in which we were invested in the entities. The amounts below represent the results of operations and aggregate financial position of 100% of each of Sempra’s other equity method investments.

SUMMARIZED FINANCIAL INFORMATION – OTHER EQUITY METHOD INVESTMENTS
(Dollars in millions)
			Years ended December 31,
			2023						2022						2021 (1)
Gross revenues			$	3,083					$	2,959					$	2,721
Operating expenses			( 776 )						( 772 )						( 719 )
Income from operations			2,307						2,187						2,002
Interest expense			( 570 )						( 505 )						( 548 )
Net income/Earnings (2)(3)			1,499						1,537						1,388

									December 31,
									2023						2022
Current assets									$	1,216					$	1,008
Noncurrent assets									14,826						14,786
Current liabilities									1,255						1,147
Noncurrent liabilities									10,786						11,130

(1) In March 2021, Sempra Infrastructure completed the acquisition of the remaining 50 % equity interest in ESJ and ESJ became a consolidated subsidiary.

(2) Except for our investments in Mexico, there was no income tax recorded by the entities, as they are primarily domestic partnerships.

(3) Amounts for Cameron LNG JV exclude adjustments to equity earnings related to amortization of capitalized interest and guarantee fees within the carrying value of our equity method investment and changes in basis differences in equity earnings related to AOCI.

SHORT-TERM DEBT

Committed Lines of Credit

At December 31, 2023, Sempra had an aggregate capacity of $ 9.9 billion under seven primary committed lines of credit, which provide liquidity and support our commercial paper programs. Because our commercial paper programs are supported by some of these lines of credit, we reflect the amount of commercial paper outstanding, before reductions of any unamortized discounts, and any letters of credit outstanding as a reduction to the available unused credit capacity in the following table.

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COMMITTED LINES OF CREDIT
(Dollars in millions)
									December 31, 2023
Borrower			Expiration date of facility						Total facility						Commercial paper outstanding						Amounts outstanding						Letters of credit outstanding						Available unused credit
Sempra			October 2028						$	4,000					$	( 366 )					$	—					$	—					$	3,634
SDG&E			October 2028						1,500						—						—						—						1,500
SoCalGas			October 2028						1,200						( 947 )						—						—						253
SI Partners and IEnova			September 2025						500						—						( 425 )						—						75
SI Partners and IEnova			August 2026						1,000						—						—						—						1,000
SI Partners and IEnova			August 2028						1,500						—						( 546 )						—						954
Port Arthur LNG			March 2030						200						—						—						( 25 )						175
Total									$	9,900					$	( 1,313 )					$	( 971 )					$	( 25 )					$	7,591

The principal terms of Sempra’s, SDG&E’s and SoCalGas’ lines of credit reflected in the table above include the following:

▪ Each facility has a syndicate of 23 lenders. No single lender has greater than a 6 % share in any facility.

▪ Sempra’s, SDG&E’s and SoCalGas’ facilities provide for the issuance of $ 200 million, $ 100 million and $ 150 million, respectively, of letters of credit. Subject to obtaining commitments from existing or new lenders and satisfaction of other specified conditions, Sempra, SDG&E and SoCalGas each has the right to increase its letter of credit commitment to up to $ 500 million, $ 250 million and $ 250 million, respectively.

▪ Borrowings bear interest at a benchmark rate plus a margin that varies with the borrower’s credit rating.

▪ Each borrower must maintain a ratio of indebtedness to total capitalization (as defined in each of the applicable credit facilities) of no more than 65 % at the end of each quarter. At December 31, 2023, each Registrant was in compliance with this ratio under its respective credit facility.

SI Partners and IEnova have three combined lines of credit, reflected in the table above, that require borrowings to be issued in U.S. dollars only and include the following principal terms:

▪ Borrowings on the $ 500 million revolving credit facility bear interest at a per annum rate equal to term SOFR plus 80 bps (including a credit adjustment spread).

▪ The $ 1.0 billion facility provides for borrowings of up to $ 1.0 billion through a syndicate of 12 lenders available to SI Partners and up to $ 910 million through a syndicate of 11 lenders available to IEnova, subject to a combined borrowing limit of $ 1.0 billion. This facility:

◦ Charges interest on borrowings at a benchmark rate plus a margin that varies with SI Partners’ credit rating (plus a term SOFR credit adjustment spread of 10 bps in all tenors).

◦ Provides for issuance of up to $ 200 million of letters of credit, subject to a combined letter of credit commitment of $ 200 million, which can be issued in U.S. dollars or Mexican pesos and which reduces available unused credit.

◦ Includes a $ 100 million swingline loan sub-limit, whereby any outstanding amounts would reduce available unused credit. No swingline loan borrowings were outstanding at December 31, 2023.

◦ Gives either SI Partners or IEnova the right to increase the total facility to $ 1.5 billion, subject to lender approval, with borrowings of up to $ 1.5 billion through a syndicate of 12 lenders available to SI Partners and up to $ 1,365 million through a syndicate of 11 lenders available to IEnova.

▪ Borrowings on the $ 1.5 billion revolving credit facility, with borrowings of up to $ 1.5 billion through a syndicate of 12 lenders available to SI Partners and up to $ 1,365 million through a syndicate of 11 lenders available to IEnova, subject to a combined borrowing limit of $ 1.5 billion, bear interest at a per annum rate equal to term SOFR plus 90 bps (including a credit adjustment spread).

Additionally, the three lines of credit that are shared by SI Partners and IEnova require that SI Partners maintain a ratio of consolidated adjusted net indebtedness to consolidated earnings before interest, taxes, depreciation and amortization (as defined in each credit facility) of no more than 5.25 to 1.00 at the end of each quarter. At December 31, 2023, SI Partners was in compliance with this ratio.

In March 2023, Port Arthur LNG entered into a seven-year initial working capital facility agreement with a syndicate of lenders expiring in March 2030. The credit facility permits borrowings of up to $ 200 million, which bear interest by reference to term SOFR plus the applicable margin and a credit adjustment spread. The credit facility also provides for the issuance of up to $ 200 million of letters of credit, which reduces available unused credit.

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Uncommitted Line of Credit

ECA LNG Phase 1 has an uncommitted line of credit, which is generally used for working capital requirements, with an aggregate capacity of $ 200 million of which $ 60 million was outstanding at December 31, 2023. The amounts outstanding are before reductions of any unamortized discounts. Borrowings can be in U.S. dollars or Mexican pesos. At December 31, 2023, outstanding amounts were borrowed in Mexican pesos and bear interest at a variable rate based on the 28-day Interbank Equilibrium Interest Rate plus 105 bps. In June 2023, the facility was amended to extend the expiration date to August 2024 and replace the London Interbank Offered Rate reference rate plus 105 bps with the SOFR reference rate plus 115 bps. As such, borrowings made in U.S. dollars bear interest at a variable rate based on the one-month or three-month SOFR plus 115 bps.

Uncommitted Letters of Credit

Outside of our domestic and foreign credit facilities, we have bilateral unsecured standby letter of credit capacity with select lenders that is uncommitted and supported by reimbursement agreements. At December 31, 2023, we had $ 513 million in standby letters of credit outstanding under these agreements.

UNCOMMITTED LETTERS OF CREDIT OUTSTANDING
(Dollars in millions)
			Expiration date range						December 31, 2023
SDG&E			January 2024 - November 2024						$	25
SoCalGas			March 2024 - November 2024						20
Other Sempra			January 2024 - October 2043						468
Total Sempra									$	513

Weighted-Average Interest Rates

The weighted-average interest rates on all short-term debt were as follows:

WEIGHTED-AVERAGE INTEREST RATES
			December 31,
			2023						2022
Sempra			5.96		%				5.57		%
SDG&E			—						4.76
SoCalGas			5.44						4.71

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LONG-TERM DEBT

The following tables show the detail and maturities of long-term debt outstanding.

LONG-TERM DEBT AND FINANCE LEASES
(Dollars in millions)
			December 31,
			2023						2022
SDG&E:
First mortgage bonds (collateralized by plant assets):
3.6 % September 1, 2023			$	—					$	450
2.5 % May 15, 2026			500						500
6 % June 1, 2026			250						250
4.95 % August 15, 2028			600						—
1.7 % October 1, 2030			800						800
3 % March 15, 2032			500						500
5.35 % May 15, 2035			250						250
6.125 % September 15, 2037			250						250
6 % June 1, 2039			300						300
5.35 % May 15, 2040			250						250
4.5 % August 15, 2040			500						500
3.95 % November 15, 2041			250						250
4.3 % April 1, 2042			250						250
3.75 % June 1, 2047			400						400
4.15 % May 15, 2048			400						400
4.1 % June 15, 2049			400						400
3.32 % April 15, 2050			400						400
2.95 % August 15, 2051			750						750
3.7 % March 15, 2052			500						500
5.35 % April 1, 2053			800						—
			8,350						7,400
Other long-term debt (uncollateralized):
Notes at variable rates ( 5.99 % at December 31, 2023) February 18, 2024 (1)			400						400
Finance lease obligations:
Power purchase agreements			1,166						1,194
Other			67						62
			1,633						1,656
			9,983						9,056
Current portion of long-term debt and finance leases			( 441 )						( 489 )
Unamortized discount on long-term debt			( 29 )						( 20 )
Unamortized debt issuance costs			( 60 )						( 50 )
Total SDG&E			$	9,453					$	8,497

(1) Callable long-term debt not subject to make-whole provisions.

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LONG-TERM DEBT AND FINANCE LEASES (CONTINUED)
(Dollars in millions)
			December 31,
			2023						2022
SoCalGas:
First mortgage bonds (collateralized by plant assets):
3.15 % September 15, 2024			$	500					$	500
3.2 % June 15, 2025			350						350
2.6 % June 15, 2026			500						500
2.55 % February 1, 2030			650						650
5.20 % June 1, 2033			500						—
5.75 % November 15, 2035			250						250
5.125 % November 15, 2040			300						300
3.75 % September 15, 2042			350						350
4.45 % March 15, 2044			250						250
4.125 % June 1, 2048			400						400
4.3 % January 15, 2049			550						550
3.95 % February 15, 2050			350						350
6.35 % November 15, 2052			600						600
5.75 % June 1, 2053			500						—
			6,050						5,050
Other long-term debt (uncollateralized):
Notes at variable rates ( 5.10 % at December 31, 2022) September 14, 2023 (1)			—						300
1.875 % Notes May 14, 2026 (1)			4						4
2.95 % Notes April 15, 2027			700						700
5.67 % Notes January 18, 2028 (2)			5						5
Finance lease obligations			107						87
			816						1,096
			6,866						6,146
Current portion of long-term debt and finance leases			( 523 )						( 318 )
Unamortized discount on long-term debt			( 13 )						( 12 )
Unamortized debt issuance costs			( 42 )						( 36 )
Total SoCalGas			$	6,288					$	5,780

(1) Callable long-term debt not subject to make-whole provisions.

(2) Debt is not callable.

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LONG-TERM DEBT AND FINANCE LEASES (CONTINUED)
(Dollars in millions)
			December 31,
			2023						2022
Other Sempra:
Sempra - Other long-term debt (uncollateralized):
3.3 % Notes April 1, 2025			$	750					$	750
5.40 % Notes August 1, 2026			550						—
3.25 % Notes June 15, 2027			750						750
3.4 % Notes February 1, 2028			1,000						1,000
3.7 % Notes April 1, 2029			500						500
5.50 % Notes August 1, 2033			700						—
3.8 % Notes February 1, 2038			1,000						1,000
6 % Notes October 15, 2039			750						750
4 % Notes February 1, 2048			800						800
4.125 % Junior Subordinated Notes April 1, 2052 (1)			1,000						1,000
5.75 % Junior Subordinated Notes July 1, 2079 (1)			758						758
			8,558						7,308
Sempra Infrastructure - Other long-term debt (uncollateralized unless otherwise noted):
6.3 % Notes ( 4.12 % after cross-currency swap effective 2013) February 2, 2023			—						201
Loan at variable rates ( 8.31 % at December 31, 2023) December 9, 2025			832						575
3.75 % Notes January 14, 2028			300						300
Loan including $ 200 at variable rates ( 5.33 % after floating-to-fixed rate swaps effective 2023) and $ 58 at variable rates (weighted-average rate of 7.37 % at December 31, 2023) March 20, 2030, collateralized by plant assets (1)			258						—
3.25 % Notes January 15, 2032			400						400
Loan at variable rates ( 4.03 % after floating-to-fixed rate swap effective 2019) payable June 15, 2022 through November 19, 2034 (1)			96						98
Loan at variable rates ( 4.03 % after floating-to-fixed rate swap effective 2019) payable June 15, 2022 through November 19, 2034 (1)			96						98
Loan at variable rates ( 2.38 % after floating-to-fixed rate swap effective 2020) payable June 15, 2022 through November 19, 2034 (1)			96						98
2.9 % Loan payable June 15, 2022 through November 19, 2034 (1)			231						236
4.875 % Notes January 14, 2048			540						540
4.75 % Notes January 15, 2051			800						800
			3,649						3,346
			12,207						10,654
Current portion of long-term debt			( 11 )						( 212 )
Unamortized discount on long-term debt			( 66 )						( 62 )
Unamortized debt issuance costs			( 112 )						( 109 )
Total Other Sempra			12,018						10,271
Total Sempra			$	27,759					$	24,548

(1) Callable long-term debt not subject to make-whole provisions.

At December 31, 2023, scheduled maturities of long-term debt are as follows:

MATURITIES OF LONG-TERM DEBT (1)
(Dollars in millions)
			SDG&E						SoCalGas						Other Sempra						Total Sempra
2024			$	400					$	500					$	11					$	911
2025			—						350						1,651						2,001
2026			750						504						600						1,854
2027			—						700						799						1,499
2028			600						5						1,349						1,954
Thereafter			7,000						4,700						7,797						19,497
Total			$	8,750					$	6,759					$	12,207					$	27,716

(1) Excludes finance lease obligations, discounts, and debt issuance costs.

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Various long-term obligations totaling $ 13.1 billion at Sempra at December 31, 2023 are unsecured. This includes unsecured long-term obligations totaling $ 400 million at SDG&E and $ 709 million at SoCalGas.

Callable Long-Term Debt

At the option of Sempra, SDG&E and SoCalGas, certain debt at December 31, 2023 is callable subject to premiums:

CALLABLE LONG-TERM DEBT
(Dollars in millions)
			SDG&E						SoCalGas						Other Sempra						Total Sempra
Not subject to make-whole provisions			$	400					$	4					$	2,535					$	2,939
Subject to make-whole provisions			8,350						6,750						9,672						24,772

First Mortgage Bonds

SDG&E and SoCalGas issue first mortgage bonds secured by liens on their respective utility plant assets. SDG&E and SoCalGas may issue additional first mortgage bonds if in compliance with the provisions of their bond agreements (indentures). These indentures require, among other things, the satisfaction of pro forma earnings-coverage tests on first mortgage bond interest and the availability of sufficient mortgaged property to support the additional bonds, after giving effect to prior bond redemptions. The most restrictive of these tests (the property test) would permit the issuance, subject to CPUC authorization, of additional first mortgage bonds of $ 8.2 billion at SDG&E and $ 1.6 billion at SoCalGas at December 31, 2023.

SDG&E

In March 2023, SDG&E issued $ 800 million aggregate principal amount of 5.35 % first mortgage bonds due in full upon maturity on April 1, 2053 and received proceeds of $ 783 million (net of debt discount, underwriting discounts and debt issuance costs of $ 17 million). The first mortgage bonds are redeemable prior to maturity, subject to their terms, and in certain circumstances subject to make-whole provisions. SDG&E used the net proceeds for general corporate purposes, including repayment of commercial paper and other indebtedness.

In August 2023, SDG&E issued $ 600 million aggregate principal amount of 4.95 % green first mortgage bonds due in full upon maturity on August 15, 2028 and received proceeds of $ 593 million (net of debt discount, underwriting discounts and debt issuance costs of $ 7 million). The first mortgage bonds are redeemable prior to maturity, subject to their terms, and in certain circumstances subject to make-whole provisions. SDG&E intends to use the net proceeds to finance or refinance investments in eligible projects that fall into one or more of the following categories: climate change adaptation, clean energy solutions and clean transportation.

SoCalGas

In May 2023, SoCalGas issued $ 500 million aggregate principal amount of 5.20 % first mortgage bonds due in full upon maturity on June 1, 2033 and received proceeds of $ 495 million (net of debt discount, underwriting discounts and debt issuance costs of $ 5 million), and $ 500 million aggregate principal amount of 5.75 % first mortgage bonds due in full upon maturity on June 1, 2053 and received proceeds of $ 493 million (net of debt discount, underwriting discounts and debt issuance costs of $ 7 million). Each series of first mortgage bonds is redeemable prior to maturity, subject to its terms, and in certain circumstances subject to make-whole provisions. SoCalGas used the net proceeds to repay its $ 300 million senior unsecured floating rate notes prior to their September 2023 scheduled maturity, a portion of its $ 800 million term loan and for other general corporate purposes.

Other Long-Term Debt

Other Sempra

Sempra. In June 2023, Sempra issued $ 550 million aggregate principal amount of 5.40 % senior unsecured notes due in full upon maturity on August 1, 2026 and received proceeds of $ 545 million (net of debt discount, underwriting discounts and debt issuance costs of $ 5 million), and $ 700 million aggregate principal amount of 5.50 % senior unsecured notes due in full upon maturity on August 1, 2033 and received proceeds of $ 692 million (net of debt discount, underwriting discounts and debt issuance costs of $ 8 million). Each series of notes is redeemable prior to maturity, subject to its terms, and in certain circumstances subject to make-whole provisions. We used the net proceeds for general corporate purposes, including repayment of commercial paper and other indebtedness.

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ECA LNG Phase 1. ECA LNG Phase 1 has a five-year loan agreement with a syndicate of seven external lenders that matures on December 9, 2025 for an aggregate principal amount of up to $ 1.3 billion. IEnova and TotalEnergies SE have provided guarantees for repayment of the loans plus accrued and unpaid interest of 83.4 % and 16.6 %, respectively. At December 31, 2023 and December 31, 2022, $ 832 million and $ 575 million, respectively, of borrowings from external lenders were outstanding under the loan agreement, with a weighted-average interest rate of 8.31 % and 7.54 %, respectively.

Port Arthur LNG. In March 2023, Port Arthur LNG entered into a term loan facility agreement with a syndicate of lenders for an aggregate principal amount of approximately $ 6.8 billion. Proceeds from the loans will be used to finance the cost of construction of the PA LNG Phase 1 project. The loans mature on March 20, 2030 and bear interest by reference to term SOFR, plus the applicable margin and a credit adjustment spread. The applicable margin prior to completion of the PA LNG Phase 1 project (which occurs upon the satisfaction or waiver of a series of customary operational, technical, environmental and other tests and conditions that generally would not be fully met until after the commercial operations date) is 2.00 % and on completion and thereafter is 2.25 %. The principal amounts outstanding on the loans must be repaid in quarterly installments, commencing on the earlier of (i) the first quarterly payment date occurring more than three calendar months following completion of the PA LNG Phase 1 project and (ii) April 20, 2029. Under the terms of the loan agreement, at least 60 % of the projected outstanding balance is required to be hedged through 2048. As we discuss in Note 11, Port Arthur LNG entered into hedging instruments in satisfaction of this requirement in March 2023. An upfront equity funding amount of $ 4.7 billion is required to have been contributed to Port Arthur LNG for construction costs as a condition to the initial advance of term loans under the agreement (other than advances for fees, interest, expenses and certain other specified costs). Port Arthur LNG paid $ 200 million in debt issuance costs at closing. Additionally, the loan agreement and the related working capital facility agreement that we discuss above require payment of commitment fees calculated at a rate per annum equal to 30 % of the applicable margin for term SOFR loans multiplied by the outstanding debt commitments, and additional administrative fees. At December 31, 2023, $ 258 million of borrowings were outstanding under the loan agreement, with an all-in weighted-average interest rate of 5.81 %.

In connection with this loan agreement, SI Partners and ConocoPhillips have collectively provided commitments for approximately $ 2.8 billion in equity funding for the benefit of Port Arthur LNG for their respective affiliate’s share of the equity funding of anticipated construction costs of the PA LNG Phase 1 project in excess of the upfront equity funding amount of $ 4.7 billion. The amount of each commitment is based on each of SI Partners’ and ConocoPhillips’ proportionate indirect ownership interest in Port Arthur LNG of 70 % and 30 %, respectively, as of the March 2023 loan agreement. The obligation under these guarantees will be reduced as their respective affiliates fund their direct proportionate interest of capital calls. Such equity funding can be called upon by Port Arthur LNG to fund project costs or, upon the taking of an enforcement action under the terms of Port Arthur LNG’s finance documents, to pay its senior debt obligations.

The pari passu secured obligations under the related finance documents are secured by a first priority lien (subject to customary permitted encumbrances) in substantially all of the assets of Port Arthur LNG, including the equity interests in, and real property

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We provide our calculations of ETRs in the following table.

INCOME TAX EXPENSE (BENEFIT) AND EFFECTIVE INCOME TAX RATES
(Dollars in millions)
			Years ended December 31,
			2023						2022						2021
Sempra:
Income tax expense			$	490					$	556					$	99
Income before income taxes and equity earnings			$	2,627					$	1,343					$	219
Equity earnings, before income tax (1)			633						666						614
Pretax income			$	3,260					$	2,009					$	833
Effective income tax rate			15		%				28		%				12		%
SDG&E:
Income tax (benefit) expense			$	( 26 )					$	182					$	201
Income before income taxes			$	910					$	1,097					$	1,020
Effective income tax rate			( 3 )		%				17		%				20		%
SoCalGas:
Income tax (benefit) expense			$	( 5 )					$	138					$	( 310 )
Income (loss) before income taxes			$	807					$	738					$	( 736 )
Effective income tax rate			( 1 )		%				19		%				42		%

(1) We discuss how we recognize equity earnings in Note 6.

For SDG&E and SoCalGas, the CPUC requires flow-through rate-making treatment for the current income tax benefit or expense arising from certain property-related and other temporary differences between the treatment for financial reporting and income tax, which will reverse over time. Under the regulatory accounting treatment required for these flow-through temporary differences, deferred income tax assets and liabilities are not recorded to deferred income tax expense, but rather to a regulatory asset or liability, which impacts the ETR. As a result, changes in the relative size of these items compared to pretax income, from period to period, can cause variations in the ETR. The following items are subject to flow-through treatment:

▪ repairs expenditures related to a certain portion of utility plant fixed assets

▪ the equity portion of AFUDC, which is non-taxable

▪ a portion of the cost of removal of utility plant assets

▪ utility self-developed software expenditures

▪ depreciation on a certain portion of utility plant assets

▪ state income taxes

AFUDC related to equity recorded for regulated construction projects at Sempra Infrastructure has similar flow-through treatment.

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We present in the table below reconciliations of net U.S. statutory federal income tax rates to our ETRs.

RECONCILIATION OF FEDERAL INCOME TAX RATES TO EFFECTIVE INCOME TAX RATES
			Years ended December 31,
			2023						2022						2021
Sempra:
U.S. federal statutory income tax rate			21		%				21		%				21		%
Foreign exchange and inflation effects (1)			9						9						1
Utility depreciation			3						4						8
Non-U.S. earnings taxed at rates different from the U.S. statutory income tax rate (2)			1						3						5
State income taxes, net of federal income tax benefit			1						1						( 4 )
Outside basis differences			—						6						9
Impairment losses			—						—						( 1 )
Compensation-related items			—						—						( 1 )
Valuation allowances			—						( 2 )						1
Utility self-developed software expenditures			( 1 )						—						( 5 )
Allowance for equity funds used during construction			( 1 )						( 1 )						( 3 )
Amortization of excess deferred income taxes			( 1 )						( 2 )						( 3 )
Remeasurement of deferred taxes			( 1 )						( 3 )						( 4 )
Resolution of prior years’ income tax items			( 2 )						( 2 )						—
Noncontrolling interests			( 3 )						—						( 2 )
Tax credits			( 5 )						( 1 )						—
Utility repairs expenditures			( 6 )						( 5 )						( 9 )
Other, net			—						—						( 1 )
Effective income tax rate			15		%				28		%				12		%
SDG&E:
U.S. federal statutory income tax rate			21		%				21		%				21		%
Depreciation			5						3						3
State income taxes, net of federal income tax benefit			2						4						5
Self-developed software expenditures			( 1 )						—						( 1 )
Resolution of prior years’ income tax items			( 1 )						( 2 )						—
Amortization of excess deferred income taxes			( 2 )						( 2 )						( 2 )
Allowance for equity funds used during construction			( 2 )						( 2 )						( 2 )
Repairs expenditures			( 8 )						( 5 )						( 4 )
Tax credits			( 16 )						—						—
Other, net			( 1 )						—						—
Effective income tax rate			( 3 )		%				17		%				20		%
SoCalGas:
U.S. federal statutory income tax rate			21		%				21		%				21		%
Depreciation			5						5						( 5 )
Nondeductible expenditures			—						2						—
Allowance for equity funds used during construction			( 1 )						( 2 )						1
State income taxes, net of federal income tax benefit			( 2 )						2						11
Self-developed software expenditures			( 2 )						—						5
Amortization of excess deferred income taxes			( 2 )						( 2 )						2
Resolution of prior years’ income tax items			( 6 )						—						—
Repairs expenditures			( 14 )						( 6 )						5
Other, net			—						( 1 )						2
Effective income tax rate			( 1 )		%				19		%				42		%

(1) Due to fluctuation of the Mexican peso against the U.S. dollar. We record income tax expense (benefit) from the transactional effects of foreign currency and inflation because of appreciation (depreciation) of the Mexican peso. In 2021, we also recognized losses in Other Income, Net, on the Consolidated Statement of Operations from foreign currency derivatives that were partially hedging Sempra Infrastructure’s exposure to movements in the Mexican peso from its controlling interest in IEnova.

(2) Related to operations in Mexico.

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We expect to repatriate approximately $ 2.4 billion of foreign undistributed earnings in the foreseeable future, and have accrued $ 70 million of U.S. state deferred income tax liability at December 31, 2023. We repatriated approximately $ 108 million and $ 38 million to the U.S. in 2023 and 2021, respectively.

In the year ended December 31, 2022, we recognized income tax expense of $ 120 million for a deferred income tax liability related to outside basis differences in our foreign subsidiaries that we had previously considered to be indefinitely reinvested. We have not recorded deferred income taxes with respect to remaining basis differences of approximately $ 700 million between financial statement and income tax investment amounts in our non-U.S. subsidiaries because we consider them to be indefinitely reinvested as of December 31, 2023. The remaining basis differences are calculated pursuant to U.S. federal tax law, which may differ from tax law in California and foreign jurisdictions. It is currently not practicable to determine the hypothetical amount of tax that might be payable if the underlying basis differences were realized.

The table below presents the geographic components of pretax income.

PRETAX INCOME
(Dollars in millions)
			Years ended December 31,
			2023						2022						2021
Sempra:
By geographic components:
U.S.			$	2,678					$	1,449					$	346
Non-U.S.			582						560						487
Total (1)			$	3,260					$	2,009					$	833

(1) See the Income Tax Expense (Benefit) and Effective Income Tax Rates table above for the calculation of pretax income.

U.S. pretax income was lower in 2021 compared to 2023 and 2022 primarily due to the 2021 charges at SoCalGas related to litigation pertaining to the Leak, which we describe in Note 16.

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The components of income tax expense are as follows.

INCOME TAX EXPENSE (BENEFIT)
(Dollars in millions)
			Years ended December 31,
			2023						2022						2021
Sempra:
Current:
U.S. federal			$	102					$	—					$	—
U.S. state			3						( 1 )						( 6 )
Non-U.S.			208						165						183
Total			313						164						177
Deferred:
U.S. federal			( 56 )						248						( 9 )
U.S. state			18						50						( 37 )
Non-U.S.			225						94						( 31 )
Total			187						392						( 77 )
Deferred investment tax credits			( 10 )						—						( 1 )
Total income tax expense			$	490					$	556					$	99
SDG&E:
Current:
U.S. federal			$	( 156 )					$	76					$	35
U.S. state			( 5 )						13						13
Total			( 161 )						89						48
Deferred:
U.S. federal			111						54						99
U.S. state			35						38						54
Total			146						92						153
Deferred investment tax credits			( 11 )						1						—
Total income tax (benefit) expense			$	( 26 )					$	182					$	201
SoCalGas:
Current:
U.S. federal			$	( 6 )					$	( 5 )					$	134
U.S. state			( 11 )						( 3 )						50
Total			( 17 )						( 8 )						184
Deferred:
U.S. federal			22						125						( 334 )
U.S. state			( 11 )						22						( 159 )
Total			11						147						( 493 )
Deferred investment tax credits			1						( 1 )						( 1 )
Total income tax (benefit) expense			$	( 5 )					$	138					$	( 310 )

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The tables below present the components of deferred income taxes:

DEFERRED INCOME TAXES
(Dollars in millions)
			December 31,
			2023						2022
Sempra:
Deferred income tax liabilities:
Differences in financial and tax bases of fixed assets, investments and other assets (1)			$	6,875					$	5,533
U.S. state and non-U.S. withholding tax on repatriation of foreign earnings			55						53
Regulatory balancing accounts			727						632
Right-of-use assets – operating leases			211						177
Property taxes			68						60
Postretirement benefits			47						31
Other deferred income tax liabilities			68						55
Total deferred income tax liabilities			8,051						6,541
Deferred income tax assets:
Tax credits			1,468						1,210
Net operating losses			982						579
Compensation-related items			157						144
Operating lease liabilities			179						164
Other deferred income tax assets			96						40
Bad debt allowance			144						48
Accrued expenses not yet deductible			89						92
Deferred income tax assets before valuation allowances			3,115						2,277
Less: valuation allowances			189						192
Total deferred income tax assets			2,926						2,085
Net deferred income tax liability (2)			$	5,125					$	4,456

(1) In addition to the financial over tax basis differences in fixed assets, the amount also includes financial over tax basis differences in various interests in partnerships and certain subsidiaries.

(2) At December 31, 2023 and 2022, includes $ 129 and $ 135 , respectively, recorded as a noncurrent asset and $ 5,254 and $ 4,591 , respectively, recorded as a noncurrent liability on the Consolidated Balance Sheets.

DEFERRED INCOME TAXES
(Dollars in millions)
			SDG&E												SoCalGas
			December 31,
			2023						2022						2023						2022
Deferred income tax liabilities:
Differences in financial and tax bases of utility plant and other assets			$	2,641					$	2,157					$	2,272					$	1,568
Regulatory balancing accounts			418						397						309						236
Right-of-use assets – operating leases			103						79						8						12
Property taxes			43						38						25						21
Postretirement benefits			—						—						71						45
Other deferred income tax liabilities			—						—						4						—
Total deferred income tax liabilities			3,205						2,671						2,689						1,882
Deferred income tax assets:
Tax credits			7						5						7						2
Compensation-related items			9						9						31						27
Operating lease liabilities			103						79						8						12
Bad debt allowance			37						19						86						23
Accrued expenses not yet deductible			11						10						56						59
Net operating losses			146						—						890						441
Other deferred income tax assets			19						9						25						12
Total deferred income tax assets			332						131						1,103						576
Net deferred income tax liability			$	2,873					$	2,540					$	1,586					$	1,306

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The following table summarizes our unused NOLs and tax credit carryforwards.

NET OPERATING LOSSES AND TAX CREDIT CARRYFORWARDS
(Dollars in millions)
			Unused amount at December 31, 2023			Year expiration begins
Sempra:
U.S. federal:
NOLs (1)			$	3,416		2037
General business tax credits (1)			318			2035
Corporate alternative minimum tax credits (1)			389			Indefinite
Foreign tax credits (2)			766			2024
U.S. state (2) :
NOLs			6,043			2026
General business tax credits			27			2024
Non-U.S. NOLs (2)			119			2026
SDG&E:
U.S. federal (1) :
NOLs			$	365		Indefinite
U.S. state NOLs (1)			989			2043
SoCalGas:
U.S. federal (1) :
NOLs			$	2,909		Indefinite
General business tax credits			4			2042
U.S. state NOLs (1)			3,991			2042

(1) We have recorded deferred income tax benefits on these NOLs and tax credits, in total, because we currently believe they will be realized on a more-likely-than-not-basis.

(2) We have not recorded deferred income tax benefits on a portion of these NOLs and tax credits because we currently believe they will not be realized on a more-likely-than-not-basis, as we discuss below.

A valuation allowance is recorded when, based on more-likely-than-not criteria, negative evidence outweighs positive evidence with regard to our ability to realize a deferred income tax asset in the future. Of the valuation allowances recorded to date, the negative evidence outweighs the positive evidence primarily due to cumulative pretax losses in various U.S. state and non-U.S. jurisdictions resulting in deferred income tax assets that we currently do not believe will be realized on a more-likely-than-not basis. The following table provides the valuation allowances that we recorded against a portion of our total deferred income tax assets shown above in the “Deferred Income Taxes – Sempra” table.

VALUATION ALLOWANCES
(Dollars in millions)
			December 31,
			2023						2022
Sempra:
U.S. federal			$	108					$	115
U.S. state			51						51
Non-U.S.			30						26
			$	189					$	192

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Following is a reconciliation of the changes in unrecognized income tax benefits and the potential effect on our ETR for the years ended December 31:

RECONCILIATION OF UNRECOGNIZED INCOME TAX BENEFITS
(Dollars in millions)
			2023						2022						2021
Sempra:
Balance at January 1			$	278					$	304					$	99
Increase in prior period tax positions			308						16						3
Decrease in prior period tax positions			( 63 )						( 2 )						( 2 )
Decrease in current period tax positions			( 21 )						—						—
Settlements with tax authorities			( 16 )						( 43 )						—
Expiration of statutes of limitations			—						( 1 )						—
Increase in current period tax positions			6						4						204
Balance at December 31			$	492					$	278					$	304
Of December 31 balance, amounts related to tax positions that if recognized in future years would
decrease the effective tax rate (1)			$	( 224 )					$	( 117 )					$	( 105 )
increase the effective tax rate (1)			1						38						34
SDG&E:
Balance at January 1			$	14					$	14					$	13
Increase in prior period tax positions			2						—						1
Settlements with tax authorities			( 2 )						—						—
Balance at December 31			$	14					$	14					$	14
Of December 31 balance, amounts related to tax positions that if recognized in future years would
decrease the effective tax rate (1)			$	( 11 )					$	( 11 )					$	( 11 )
increase the effective tax rate (1)			1						1						1
SoCalGas:
Balance at January 1			$	77					$	72					$	68
Increase in prior period tax positions			1						1						1
Decrease in prior period tax positions			( 47 )						—						—
Increase in current period tax positions			—						4						3
Settlements with tax authorities			( 2 )						—						—
Balance at December 31			$	29					$	77					$	72
Of December 31 balance, amounts related to tax positions that if recognized in future years would
decrease the effective tax rate (1)			$	( 29 )					$	( 67 )					$	( 63 )
increase the effective tax rate (1)			—						37						33

(1) Includes temporary book and tax differences that are treated as flow-through for ratemaking purposes, as discussed above.

The California Franchise Tax Board is examining Sempra’s California unitary group for tax years 2018 and 2019. As of December 31, 2023, it is reasonably possible this matter could be resolved within the next 12 months, and we intend to file refund claims for all impacted tax years. We have included an increase in unrecognized income tax benefits in the reconciliation above.

In April 2023, the IRS issued Revenue Procedure 2023-15, which provides a safe harbor method of accounting for gas repairs expenditures. SDG&E and SoCalGas both intend to elect this change in tax accounting method in Sempra’s consolidated 2023 income tax return filing and have recorded estimated income tax benefits of $ 34 million and $ 97 million, respectively, in 2023. Additionally, SoCalGas updated its assessment of prior years’ unrecognized income tax benefits and recorded an income tax benefit of $ 43 million in 2023 pertaining to gas repairs expenditures. SDG&E and SoCalGas have recorded associated regulatory liabilities for the portion of these benefits that will be flowed through to customers in the future.

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It is reasonably possible that within the next 12 months, unrecognized income tax benefits could decrease due to the following:

POSSIBLE DECREASES IN UNRECOGNIZED INCOME TAX BENEFITS WITHIN 12 MONTHS
(Dollars in millions)
			December 31,
			2023						2022						2021
Sempra:
Potential resolution of audit issues with various U.S. federal, state and local and non-U.S. taxing authorities			$	242					$	8					$	8
SDG&E:
Potential resolution of audit issues with various U.S. federal, state and local taxing authorities			$	6					$	6					$	6
SoCalGas:
Potential resolution of audit issues with various U.S. federal, state and local taxing authorities			$	2					$	2					$	2

Amounts accrued for interest and penalties associated with unrecognized income tax benefits are included in Income Tax Expense (Benefit) on the Consolidated Statements of Operations. Sempra accrued $ 15 million and $ 13 million at December 31, 2023 and 2022, respectively, on the Consolidated Balance Sheets, and $ 2 million in 2023 and negligible amounts in 2022 and 2021 on the Consolidated Statements of Operations for interest and penalties. SDG&E and SoCalGas each accrued negligible amounts for interest expense and penalties at December 31, 2023 and 2022 on the Consolidated Balance Sheets, and recorded negligible amounts for interest expense and penalties on the Consolidated Statements of Operations for all periods presented.

INCOME TAX AUDITS

Sempra is subject to U.S. federal income tax as well as income tax of multiple state and non-U.S. jurisdictions. We remain subject to examination for U.S. federal tax years after 2019. We are subject to examination by major state tax jurisdictions for tax years after 2012. Certain major non-U.S. income tax returns for tax years 2013 through the present are open to examination.

SDG&E and SoCalGas are subject to U.S. federal income tax and state income tax. They remain subject to examination for U.S. federal tax years after 2019 and state tax years after 2012.

In addition, Sempra has filed protests to contest proposed state audit adjustments for tax years 2009 through 2012. The pre-2013 tax years for our major state tax jurisdictions are closed to new issues; therefore, no additional tax may be assessed by the taxing authorities for these tax years.

SI Partners has filed an administrative appeal to contest a tax assessment issued by the Servicio de Administración Tributaria for tax year 2016. We have included an increase in unrecognized income tax benefits in the table above, and will have the opportunity to contest any unresolved issues through the Mexican courts.

For our employee benefit plans, we:

▪ recognize an asset for a plan’s overfunded status or a liability for a plan’s underfunded status in the balance sheet;

▪ measure a plan’s assets and its obligations that determine its funded status as of the end of the fiscal year; and

▪ recognize changes in the funded status of pension and PBOP plans in the year in which the changes occur. Generally, those changes are reported in OCI and as a separate component of shareholders’ equity.

The detailed information presented below covers the employee benefit plans of primarily Sempra and its consolidated entities.

Sempra has funded and unfunded noncontributory traditional defined benefit and cash balance plans, including separate plans for SDG&E and SoCalGas, which collectively cover all eligible employees. Pension benefits under the traditional defined benefit plans are based on service and final average earnings, while the cash balance plans provide benefits using a career average earnings methodology.

IEnova has an unfunded noncontributory defined benefit plan covering all employees that provides defined benefits to retirees based on date of hire, years of service and final average earnings.

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Sempra also has PBOP plans, including separate plans for SDG&E and SoCalGas, which collectively cover all domestic and certain foreign employees. The life insurance plans are both contributory and noncontributory, and the health care plans are contributory. Participants’ contributions are adjusted annually. PBOP plans include medical benefits.

Pension and PBOP costs and obligations are dependent on assumptions used in calculating such amounts. We review these assumptions on an annual basis and update them as appropriate. We consider current market conditions, including interest rates, in making these assumptions. We use a December 31 measurement date for all of our plans.

DEDICATED ASSETS IN SUPPORT OF CERTAIN BENEFITS PLANS

In support of its Supplemental Executive Retirement, Cash Balance Restoration and Deferred Compensation Plans, Sempra maintains dedicated assets, including a Rabbi Trust and investments in life insurance contracts, which totaled $ 549 million and $ 505 million at December 31, 2023 and 2022, respectively.

PENSION AND PBOP PLANS

Benefit Plan Amendments Affecting 2023

In 2023, certain executive participants in Sempra’s nonqualified pension plan became eligible for Supplemental Executive Retirement Plan benefits, which was treated as a plan amendment and increased the recorded pension liability by $ 4 million at Sempra.

Oncor

In 2023 and 2022, we had $ 38 million and $ 26 million, respectively, in AOCI representing an actuarial loss related to Oncor’s pension plans.

Benefit Obligations and Assets

The following three tables provide a reconciliation of the changes in the plans’ projected benefit obligations and the fair value of assets during 2023 and 2022, and a statement of the funded status at December 31, 2023 and 2022.

PROJECTED BENEFIT OBLIGATION, FAIR VALUE OF ASSETS AND FUNDED STATUS
(Dollars in millions)
			Pension (1)												PBOP
			2023						2022						2023						2022
Sempra:
CHANGE IN PROJECTED BENEFIT OBLIGATION
Net obligation at January 1			$	2,806					$	3,857					$	663					$	940
Service cost			109						146						13						23
Interest cost			157						118						37						28
Contributions from plan participants			—						—						23						23
Actuarial loss (gain)			190						( 925 )						28						( 282 )
Plan amendments			4						—						—						—
Benefit payments			( 83 )						( 89 )						( 71 )						( 69 )
Settlements			( 76 )						( 301 )						—						—
Net obligation at December 31			3,107						2,806						693						663
CHANGE IN PLAN ASSETS
Fair value of plan assets at January 1			2,390						3,182						1,096						1,408
Actual return on plan assets			218						( 625 )						117						( 271 )
Employer contributions			215						223						4						5
Contributions from plan participants			—						—						23						23
Benefit payments			( 83 )						( 89 )						( 71 )						( 69 )
Settlements			( 76 )						( 301 )						—						—
Fair value of plan assets at December 31			2,664						2,390						1,169						1,096
Funded status at December 31			$	( 443 )					$	( 416 )					$	476					$	433
Net recorded (liability) asset at December 31			$	( 443 )					$	( 416 )					$	476					$	433

(1) The accumulated benefit obligation was $ 2,865 and $ 2,574 at December 31, 2023 and 2022, respectively.

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PROJECTED BENEFIT OBLIGATION, FAIR VALUE OF ASSETS AND FUNDED STATUS
(Dollars in millions)
			Pension (1)												PBOP
			2023						2022						2023						2022
SDG&E:
CHANGE IN PROJECTED BENEFIT OBLIGATION
Net obligation at January 1			$	714					$	885					$	134					$	188
Service cost			32						37						3						5
Interest cost			40						26						8						6
Contributions from plan participants			—						—						8						8
Actuarial loss (gain)			69						( 135 )						7						( 54 )
Benefit payments			( 17 )						( 17 )						( 20 )						( 19 )
Settlements			( 31 )						( 82 )						—						—
Net obligation at December 31			807						714						140						134
CHANGE IN PLAN ASSETS
Fair value of plan assets at January 1			670						859						147						197
Actual return on plan assets			52						( 142 )						14						( 40 )
Employer contributions			52						52						1						1
Contributions from plan participants			—						—						8						8
Benefit payments			( 17 )						( 17 )						( 20 )						( 19 )
Settlements			( 31 )						( 82 )						—						—
Fair value of plan assets at December 31			726						670						150						147
Funded status at December 31			$	( 81 )					$	( 44 )					$	10					$	13
Net recorded (liability) asset at December 31			$	( 81 )					$	( 44 )					$	10					$	13

(1) The accumulated benefit obligation was $ 769 and $ 678 at December 31, 2023 and 2022, respectively.

PROJECTED BENEFIT OBLIGATION, FAIR VALUE OF ASSETS AND FUNDED STATUS
(Dollars in millions)
			Pension (1)												PBOP
(Dollars in millions)			2023						2022						2023						2022
SoCalGas:
CHANGE IN PROJECTED BENEFIT OBLIGATION
Net obligation at January 1			$	1,814					$	2,647					$	497					$	706
Service cost			65						96						9						17
Interest cost			101						81						28						21
Contributions from plan participants			—						—						14						14
Actuarial loss (gain)			90						( 748 )						21						( 215 )
Benefit payments			( 58 )						( 58 )						( 48 )						( 46 )
Settlements			( 35 )						( 204 )						—						—
Net obligation at December 31			1,977						1,814						521						497
CHANGE IN PLAN ASSETS
Fair value of plan assets at January 1			1,535						2,095						923						1,178
Actual return on plan assets			151						( 449 )						100						( 224 )
Employer contributions			151						151						1						1
Contributions from plan participants			—						—						14						14
Benefit payments			( 58 )						( 58 )						( 48 )						( 46 )
Settlements			( 35 )						( 204 )						—						—
Fair value of plan assets at December 31			1,744						1,535						990						923
Funded status at December 31			$	( 233 )					$	( 279 )					$	469					$	426
Net recorded (liability) asset at December 31			$	( 233 )					$	( 279 )					$	469					$	426

(1) The accumulated benefit obligation was $ 1,799 and $ 1,644 at December 31, 2023 and 2022, respectively.

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Actuarial (gains) losses fluctuate based on changes in assumptions that we describe below in “Assumptions for Pension and PBOP Plans” and updates to census data. In 2021, the Society of Actuaries released updated mortality improvement projection scales, reflecting changes to projected observed longevity improvements in its mortality tables. There was no update in 2023 or 2022. We have incorporated these assumptions, adjusted for the Sempra companies’ actual mortality experience, in our calculations for each of those years.

▪ Actuarial losses in pension plans at Sempra in 2023 were driven primarily by a decrease in discount rates at SoCalGas and SDG&E, an increase in the interest crediting rate for cash balance plans at SDG&E and SoCalGas and updated census data at Sempra and SDG&E. These actuarial losses were partially offset by actuarial gains at SoCalGas due to a change in the rates to convert traditional pension benefits to lump-sums.

▪ Actuarial losses in PBOP plans at Sempra in 2023 were driven primarily by a decrease in discount rates at SoCalGas and SDG&E.

Net Assets and Liabilities

The assets and liabilities of the pension and PBOP plans are affected by changing market conditions as well as when actual plan experience is different than assumed. Such events result in investment gains and losses, which we defer and recognize in pension and PBOP costs over a period of years. Our funded pension and PBOP plans use the asset smoothing method, except for those at SDG&E. This method develops an asset value that recognizes realized and unrealized investment gains and losses over a three-year period. This adjusted asset value, known as the market-related value of assets, is used in conjunction with an expected long-term rate of return to determine the expected return-on-assets component of net periodic benefit cost. SDG&E does not use the asset smoothing method, but rather recognizes realized and unrealized investment gains and losses during the current year.

The 10% corridor accounting method is used at Sempra, SDG&E and SoCalGas. Under the corridor accounting method, if as of the beginning of a year unrecognized net gain or loss exceeds 10% of the greater of the projected benefit obligation or the market-related value of plan assets, the excess is amortized over the average remaining service period of active participants (or, for plans where participants are substantially inactive employees, the average remaining lifetime of all participants or the period for which benefits will be paid, whichever is shorter). The asset smoothing and 10% corridor accounting methods help mitigate volatility of net periodic benefit costs from year to year.

Defined benefit pension and PBOP plans with an aggregated overfunded status are recognized as an asset and with an aggregated underfunded status are recognized as a liability; unrecognized changes in these assets and/or liabilities are normally recorded in AOCI on the balance sheet. SDG&E and SoCalGas record regulatory assets and liabilities that offset the funded pension and PBOP plans’ assets or liabilities, as these costs are expected to be recovered in future utility rates based on decisions by regulatory agencies.

SDG&E and SoCalGas record annual pension and PBOP net periodic benefit costs equal to the contributions to their qualified plans as authorized by the CPUC. The annual contributions to the pension plans are the greater of:

▪ a minimum required funding amount as required by the IRS;

▪ the amount required to maintain an 85% Adjusted Funding Target Attainment Percentage as defined by the Pension Protection Act of 2006, as amended; or

▪ beginning January 1, 2019 and for the duration of the 2019 GRC cycle, a fixed amount equal to the estimated annual service cost as defined by U.S. GAAP plus one year of a 14-year amortization of the unfunded projected benefit obligation of the pension plan as of January 1, 2019, and limited to an annual amount that keeps the fair value of the pension plan assets from exceeding 110% of the pension benefit obligation of the plan.

The annual contributions to PBOP plans are equal to the lesser of the maximum tax deductible amount or the net periodic benefit cost calculated in accordance with U.S. GAAP for pension and PBOP plans but not less than benefits paid directly by the employer (such as benefits paid to key employees). Any differences between booked net periodic benefit cost and amounts contributed to the pension and PBOP plans for SDG&E and SoCalGas are disclosed as regulatory adjustments in accordance with U.S. GAAP for rate-regulated entities.

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The net (liability) asset is included in the following categories on the Consolidated Balance Sheets.

PENSION AND PBOP OBLIGATIONS, NET OF PLAN ASSETS
(Dollars in millions)
			Pension												PBOP
			December 31,
			2023						2022						2023						2022
Sempra:
Noncurrent assets			$	—					$	8					$	485					$	443
Current liabilities			( 44 )						( 23 )						( 1 )						( 1 )
Noncurrent liabilities			( 399 )						( 401 )						( 8 )						( 9 )
Net recorded (liability) asset			$	( 443 )					$	( 416 )					$	476					$	433
SDG&E:
Noncurrent assets			$	—					$	—					$	10					$	13
Current liabilities			( 2 )						( 2 )						—						—
Noncurrent liabilities			( 79 )						( 42 )						—						—
Net recorded (liability) asset			$	( 81 )					$	( 44 )					$	10					$	13
SoCalGas:
Noncurrent assets			$	—					$	—					$	469					$	426
Current liabilities			( 2 )						( 2 )						—						—
Noncurrent liabilities			( 231 )						( 277 )						—						—
Net recorded (liability) asset			$	( 233 )					$	( 279 )					$	469					$	426

Amounts recorded in AOCI, net of income tax effects and amounts recorded as regulatory assets, are as follows.

AMOUNTS IN ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
(Dollars in millions)
			Pension												PBOP
			December 31,
			2023						2022						2023						2022
Sempra:
Net actuarial (loss) gain			$	( 124 )					$	( 95 )					$	13					$	14
Prior service cost			( 6 )						( 5 )						—						—
Total			$	( 130 )					$	( 100 )					$	13					$	14
SDG&E:
Net actuarial loss			$	( 8 )					$	( 6 )
Prior service cost			—						( 1 )
Total			$	( 8 )					$	( 7 )
SoCalGas:
Net actuarial loss			$	( 10 )					$	( 9 )
Prior service cost			( 2 )						( 3 )
Total			$	( 12 )					$	( 12 )

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Sempra, SDG&E and SoCalGas each have a funded pension plan. The following table shows the obligations of funded pension plans with benefit obligations in excess of plan assets.

OBLIGATIONS OF FUNDED PENSION PLANS
(Dollars in millions)
			December 31,
			2023						2022
Sempra:
Projected benefit obligation			$	2,925					$	2,476
Accumulated benefit obligation			2,712						2,277
Fair value of plan assets			2,664						2,205
SDG&E:
Projected benefit obligation			$	781					$	691
Accumulated benefit obligation			746						658
Fair value of plan assets			726						670
SoCalGas:
Projected benefit obligation			$	1,944					$	1,785
Accumulated benefit obligation			1,771						1,619
Fair value of plan assets			1,744						1,535

We also have unfunded pension plans at Sempra, SDG&E, SoCalGas and IEnova. The following table shows the obligations of unfunded pension plans.

OBLIGATIONS OF UNFUNDED PENSION PLANS
(Dollars in millions)
			December 31,
			2023						2022
Sempra:
Projected benefit obligation			$	182					$	153
Accumulated benefit obligation			153						124
SDG&E:
Projected benefit obligation			$	26					$	23
Accumulated benefit obligation			23						20
SoCalGas:
Projected benefit obligation			$	33					$	29
Accumulated benefit obligation			28						25

Sempra, SDG&E and SoCalGas each have a funded PBOP plan. At December 31, 2023, Sempra’s, SDG&E’s and SoCalGas’ plan assets were each in excess of their respective obligations for funded PBOP plans with accumulated postretirement benefit obligations.

We also have unfunded PBOP plans at Sempra. The following table shows the obligations of unfunded PBOP plans.

OBLIGATIONS OF UNFUNDED PBOP PLANS
(Dollars in millions)
			December 31,
			2023						2022
Sempra:
Accumulated postretirement benefit obligation			$	9					$	10

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Net Periodic Benefit Cost

The following tables provide the components of net periodic benefit cost (which, other than the service cost component, are included in Other Income, Net) and pretax amounts recognized in OCI.

NET PERIODIC BENEFIT COST AND AMOUNTS RECOGNIZED IN OCI
(Dollars in millions)
			Pension																		PBOP
			Years ended December 31,
			2023						2022						2021						2023						2022						2021
Sempra:
NET PERIODIC BENEFIT COST
Service cost			$	109					$	146					$	145					$	13					$	23					$	23
Interest cost			157						118						112						37						28						28
Expected return on assets			( 169 )						( 183 )						( 173 )						( 69 )						( 64 )						( 61 )
Amortization of:
Prior service cost (credit)			5						10						11						( 2 )						( 2 )						( 2 )
Actuarial loss (gain)			10						25						45						( 23 )						( 15 )						( 9 )
Settlement charges			—						28						38						—						—						—
Net periodic benefit cost (credit)			112						144						178						( 44 )						( 30 )						( 21 )
Regulatory adjustment			117						84						57						43						30						21
Total expense (income) recognized			229						228						235						( 1 )						—						—
CHANGES IN PLAN ASSETS AND BENEFIT OBLIGATIONS RECOGNIZED IN OCI
Net loss (gain)			42						12						( 5 )						( 2 )						( 4 )						( 4 )
Prior service cost			4						—						—						—						—						—
Amortization of actuarial (loss) gain			( 5 )						( 8 )						( 8 )						2						1						—
Amortization of prior service cost			( 2 )						( 4 )						( 4 )						—						—						—
Settlements			—						—						( 7 )						—						—						—
Total recognized in OCI			39						—						( 24 )						—						( 3 )						( 4 )
Total recognized in net periodic benefit cost and OCI			$	268					$	228					$	211					$	( 1 )					$	( 3 )					$	( 4 )

NET PERIODIC BENEFIT COST AND AMOUNTS RECOGNIZED IN OCI
(Dollars in millions)
			Pension																		PBOP
			Years ended December 31,
			2023						2022						2021						2023						2022						2021
SDG&E:
NET PERIODIC BENEFIT COST
Service cost			$	32					$	37					$	35					$	3					$	5					$	5
Interest cost			40						26						25						8						6						5
Expected return on assets			( 39 )						( 46 )						( 50 )						( 8 )						( 10 )						( 10 )
Amortization of:
Prior service cost			1						1						1						—						—						—
Actuarial loss (gain)			4						1						2						( 2 )						( 2 )						( 2 )
Settlement charges			—						14						6						—						—						—
Net periodic benefit cost (credit)			38						33						19						1						( 1 )						( 2 )
Regulatory adjustment			15						20						34						—						1						2
Total expense recognized			53						53						53						$	1					$	—					$	—
CHANGES IN PLAN ASSETS AND BENEFIT OBLIGATIONS RECOGNIZED IN OCI
Net loss (gain)			3						( 3 )						1
Amortization of actuarial loss			—						( 1 )						—
Amortization of prior service cost			( 1 )						—						( 1 )
Total recognized in OCI			2						( 4 )						—
Total recognized in net periodic benefit cost and OCI			$	55					$	49					$	53

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NET PERIODIC BENEFIT COST AND AMOUNTS RECOGNIZED IN OCI
(Dollars in millions)
			Pension																		PBOP
			Years ended December 31,
			2023						2022						2021						2023						2022						2021
SoCalGas:
NET PERIODIC BENEFIT COST
Service cost			$	65					$	96					$	97					$	9					$	17					$	17
Interest cost			101						81						78						28						21						22
Expected return on assets			( 119 )						( 126 )						( 113 )						( 59 )						( 53 )						( 48 )
Amortization of:
Prior service cost (credit)			4						8						8						( 2 )						( 2 )						( 3 )
Actuarial loss (gain)			1						18						36						( 19 )						( 12 )						( 7 )
Settlement charges			—						14						25						—						—						—
Net periodic benefit cost (credit)			52						91						131						( 43 )						( 29 )						( 19 )
Regulatory adjustment			102						64						23						43						29						19
Total expense recognized			154						155						154						$	—					$	—					$	—
CHANGES IN PLAN ASSETS AND BENEFIT OBLIGATIONS RECOGNIZED IN OCI
Net loss (gain)			2						( 5 )						2
Amortization of actuarial loss			( 1 )						( 2 )						( 1 )
Amortization of prior service cost			( 1 )						( 1 )						( 1 )
Total recognized in OCI			—						( 8 )						—
Total recognized in net periodic benefit cost and OCI			$	154					$	147					$	154

Assumptions for Pension and PBOP Plans

Benefit Obligation and Net Periodic Benefit Cost

Except for the IEnova plans, we develop the discount rate assumptions using a bond selection-settlement portfolio approach. This approach develops a discount rate by selecting a portfolio of high-quality corporate bonds that generate sufficient cash flows to provide for projected benefit payments of the plan. The selected bond portfolio is derived from a universe of corporate bonds with a Bloomberg Composite of AA or higher. After the bond portfolio is selected, a single interest rate is determined that equates the present value of the plans’ projected benefit payments discounted at this rate with the market value of the bonds selected.

We develop the discount rate assumptions for the plans at IEnova by constructing a synthetic government zero coupon bond yield curve from the available market data, based on duration matching, and we add a risk spread to allow for the yields of high-quality corporate bonds. Such method is required when there is no deep market for high quality corporate bonds.

Long-term return on assets is based on the weighted average of the plans’ target investment allocation as of the measurement date and the expected returns for those asset types.

Interest crediting rate is based on an average 30-year Treasury bond from the month of November of the preceding year.

We amortize prior service cost using straight line amortization over average future service (or average expected lifetime for plans where participants are substantially inactive employees), which is an alternative method allowed under U.S. GAAP.

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The significant assumptions affecting benefit obligation and net periodic benefit cost are as follows:

WEIGHTED-AVERAGE ASSUMPTIONS USED TO DETERMINE BENEFIT OBLIGATION
			Pension												PBOP
			December 31,
			2023						2022						2023						2022
Sempra:
Discount rate			5.31		%				5.63		%				5.34		%				5.65		%
Interest crediting rate (1)(2)			4.66						3.99						4.66						3.99
Rate of compensation increase			2.70 - 10.00						2.70 - 10.00						2.70 - 10.00						2.70 - 10.00
SDG&E:
Discount rate			5.30		%				5.60		%				5.30		%				5.65		%
Interest crediting rate (1)(2)			4.66						3.99						4.66						3.99
Rate of compensation increase			3.50 - 10.00						3.50 - 10.00						3.50 - 10.00						3.50 - 10.00
SoCalGas:
Discount rate			5.25		%				5.60		%				5.35		%				5.65		%
Interest crediting rate (1)(2)			4.66						3.99						4.66						3.99
Rate of compensation increase			2.70 - 10.00						2.70 - 10.00						2.70 - 10.00						2.70 - 10.00

(1) Interest crediting rate for pension benefits applies only to funded cash balance plans.

(2) Interest crediting rate for PBOP applies only to interest bearing health retirement accounts at SDG&E and SoCalGas.

WEIGHTED-AVERAGE ASSUMPTIONS USED TO DETERMINE NET PERIODIC BENEFIT COST
			Pension																		PBOP
			Years ended December 31,
			2023						2022						2021						2023						2022						2021
Sempra:
Discount rate			5.63		%				3.04		%				2.78		%				5.65		%				3.04		%				2.88		%
Expected return on plan assets			6.48						6.27						6.47						5.51						4.77						4.76
Interest crediting rate (1)(2)			3.99						1.94						1.62						3.99						1.94						1.62
Rate of compensation increase			2.70 - 10.00						2.70 - 10.00						2.70 - 10.00						2.70 - 10.00						2.70 - 10.00						2.70 - 10.00
SDG&E:
Discount rate			5.60		%				2.99		%				2.73		%				5.65		%				3.05		%				2.85		%
Expected return on plan assets			6.00						5.50						6.25						5.52						4.80						4.81
Interest crediting rate (1)(2)			3.99						1.94						1.62						3.99						1.94						1.62
Rate of compensation increase			3.50 - 10.00						3.50 - 10.00						2.70 - 10.00						3.50 - 10.00						3.50 - 10.00						2.70 - 10.00
SoCalGas:
Discount rate			5.60		%				3.04		%				2.79		%				5.65		%				3.05		%				2.90		%
Expected return on plan assets			6.75						6.75						6.75						5.47						4.71						4.70
Interest crediting rate (1)(2)			3.99						1.94						1.62						3.99						1.94						1.62
Rate of compensation increase			2.70 - 10.00						2.70 - 10.00						2.70 - 10.00						2.70 - 10.00						2.70 - 10.00						2.70 - 10.00

(1) Interest crediting rate for pension benefits applies only to funded cash balance plans.

(2) Interest crediting rate for PBOP applies only to interest bearing health retirement accounts at SDG&E and SoCalGas.

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Health Care Cost Trend Rates

Assumed health care cost trend rates have a significant effect on the amounts that Sempra, SDG&E and SoCalGas report for the health care plan costs. Following are the health care cost trend rates applicable to our PBOP plans:

ASSUMED HEALTH CARE COST TREND RATES
			PBOP
			Pre-65 retirees																		Retirees aged 65 years and older
			Years ended December 31,
			2023						2022						2021						2023						2022						2021
Health care cost trend rate assumed for next year			6.00		%				6.00		%				6.00		%				4.50		%				4.50		%				4.75		%
Rate to which the cost trend rate is assumed to decline (the ultimate trend)			4.75		%				4.75		%				4.75		%				4.50		%				4.50		%				4.50		%
Year the rate reaches the ultimate trend			2028						2028						2025						2022						2022						2022

Plan Assets

Investment Allocation Strategy for Sempra’s Pension Master Trust

Sempra’s pension master trust holds the investments for our pension plans and a portion of the investments for our PBOP plans. We maintain additional trusts, as we discuss below, for certain of SDG&E’s and SoCalGas’ PBOP plans. Other than through indexing and certain collective investment strategies, the trusts do not invest in securities of Sempra.

The current asset allocation objective for the pension master trust is to protect the funded status of the plans while generating sufficient returns to cover future benefit payments and accruals. A portion of the pension master trust is invested in accordance with plan specific de-risking glidepaths designed to reduce the assets’ exposure to risk as the plans become better funded. We assess the portfolio performance by comparing actual returns with relevant benchmarks. The target asset allocations for Sempra’s pension plans are between return-seeking assets (i.e., generally, equity securities, diversified real assets, high-yield fixed income securities and other instruments with a similar risk profile) and risk-mitigating assets (i.e., generally, government and corporate fixed income securities) as follows:

TARGET ASSET ALLOCATIONS FOR PENSION PLANS
(Dollars in millions)
			Sempra						SDG&E						SoCalGas
Return-seeking assets			34		%				42		%				56		%
Risk-mitigating assets			66		%				58		%				44		%

We maintain asset allocations at strategic levels within reasonable bands of variance. The asset allocations are reviewed by our Plan Funding Committee and our Pension and Benefits Investment Committee (the Committees) on a regular basis to help ensure that plan assets are positioned to meet plan obligations. When evaluating strategic asset allocations, the Committees consider many variables, including:

▪ long-term cost

▪ variability and level of contributions

▪ funded status

▪ a range of expected outcomes over varying confidence levels

In accordance with the Sempra pension investment guidelines, derivative financial instruments may be used by the pension master trust’s equity and fixed income portfolio investment managers to equitize cash, hedge certain exposures, and as substitutes for certain types of fixed income securities.

Rate of Return Assumption

The expected return on assets in our pension and PBOP plans is based on the weighted-average of the plans’ target investment allocations to specific asset classes as of the measurement date. We expect a return of between 4 % and 12 % on return-seeking assets and between 2 % and 6 % for risk-mitigating assets. Certain trusts that hold assets for SDG&E’s and SoCalGas’ PBOP plans are subject to taxation, which impacts the expected after-tax return on assets in the plan.

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Concentration of Risk

Plan assets are diversified across global equity and bond markets, and concentration of risk in any one economic, industry, maturity or geographic sector is limited.

Investment Strategy for Sempra’s, SDG&E’s and SoCalGas’ PBOP Plans

Sempra’s PBOP plan is funded by cash contributions from Sempra. SDG&E’s and SoCalGas’ PBOP plans are funded by cash contributions from SDG&E and SoCalGas and their current retirees. The assets of these plans are placed into the pension master trust and other Voluntary Employee Beneficiary Association trusts. Specific target asset allocations are periodically reviewed to help ensure that plan assets are positioned to meet plan obligations. The target asset allocations for the PBOP plans are between return-seeking assets and risk-mitigating assets as follows:

TARGET ASSET ALLOCATIONS FOR PBOP PLANS
(Dollars in millions)
			Sempra						SDG&E and SoCalGas
			Assets held in pension master trust						Assets held in pension master trust			Assets held in Voluntary Employee Beneficiary Association trusts
Return-seeking assets			74		%				38		%	30		%
Risk-mitigating assets			26		%				62		%	70		%

Fair Value of Pension and PBOP Plan Assets

We classify the investments in Sempra’s pension master trust and the trusts for SDG&E’s and SoCalGas’ PBOP plans based on the fair value hierarchy, except for certain investments measured at NAV.

The following are descriptions of the valuation methods and assumptions we use to estimate the fair values of investments held by pension and PBOP plan trusts.

Equity Securities – Equity securities are valued using quoted prices listed on nationally recognized securities exchanges.

Registered Investment Companies – Investments in mutual funds sponsored by a registered investment company are valued based on exchange listed prices. Where the value is a quoted price in an active market, the investment is classified within Level 1 of the fair value hierarchy. Other investments are valued under a discounted cash flow approach that maximizes observable inputs, such as current yields of similar instruments, but includes adjustments for certain risks that may not be observable, such as credit and liquidity risks.

Fixed Income Securities – Certain fixed income securities are valued at the closing price reported in the active market in which the security is traded. Other fixed income securities are valued based on yields currently available on comparable securities of issuers with similar credit ratings. When quoted prices are not available for identical or similar securities, the security is valued under a discounted cash flow approach that maximizes observable inputs, such as current yields of similar instruments, but includes adjustments for certain risks that may not be observable, such as credit and liquidity risks. Certain high yield fixed-income securities are valued by applying a price adjustment to the bid side to calculate a mean and ask value. Adjustments can vary based on maturity, credit standing, and reported trade frequencies. The bid to ask spread is determined by the investment manager based on the review of the available market information.

Common/Collective Trusts – Investments in common/collective trust funds are valued based on the NAV of units owned, which is based on the current fair value of the funds’ underlying assets.

Derivative Financial Instruments – Futures contracts that are publicly traded in active markets are valued at closing prices as of the last business day of the year. Forward currency contracts are valued at the prevailing forward exchange rate of the underlying currencies, and unrealized gain (loss) is recorded daily. Fixed income futures and options are marked to market daily. Equity index futures contracts are valued at the last sales price quoted on the exchange on which they primarily trade.

While management believes the valuation methods described above are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.

We provide more discussion of fair value measurements in Notes 1 and 12. The following tables set forth by level within the fair value hierarchy a summary of the investments in our pension and PBOP plan trusts measured at fair value on a recurring basis.

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The fair values by asset category are as follows:

FAIR VALUE MEASUREMENTS – INVESTMENT ASSETS OF PENSION PLANS
(Dollars in millions)
			Fair value at December 31, 2023
			Level 1						Level 2						Total
SDG&E:
Cash and cash equivalents			$	17					$	—					$	17
Equity securities:
Domestic			103						—						103
International			40						—						40
Registered investment companies – Domestic			41						—						41
Fixed income securities:
Domestic government and government agencies			240						5						245
International government bonds			—						2						2
Domestic corporate bonds			—						62						62
International corporate bonds			—						8						8
Derivative financial instruments			( 15 )						—						( 15 )
Total investment assets in the fair value hierarchy			426						77						503
Accounts receivable/payable, net															1
Investments measured at NAV:
Common/collective trusts															214
Other															8
Total SDG&E investment assets															726
SoCalGas:
Cash and cash equivalents			3						—						3
Equity securities:
Domestic			353						1						354
International			137						—						137
Registered investment companies – Domestic			141						1						142
Fixed income securities:
Domestic government and government agencies			310						16						326
International government bonds			—						5						5
Domestic corporate bonds			—						212						212
International corporate bonds			—						27						27
Derivative financial instruments			11						—						11
Total investment assets in the fair value hierarchy			955						262						1,217
Accounts receivable/payable, net															( 12 )
Investments measured at NAV:
Common/collective trusts															513
Other															26
Total SoCalGas investment assets															1,744

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FAIR VALUE MEASUREMENTS – INVESTMENT ASSETS OF PENSION PLANS (CONTINUED)
(Dollars in millions)
			Fair value at December 31, 2023
			Level 1						Level 2						Total
Other Sempra:
Cash and cash equivalents			$	7					$	—					$	7
Equity securities:
Domestic			22						1						23
International			8						—						8
Registered investment companies – Domestic			8						—						8
Fixed income securities:
Domestic government and government agencies			78						2						80
Domestic corporate bonds			—						13						13
International corporate bonds			—						2						2
Derivative financial instruments			( 5 )						—						( 5 )
Total investment assets in the fair value hierarchy			118						18						136
Investments measured at NAV:
Common/collective trusts															56
Other															2
Total Other Sempra investment assets															194
Total Sempra investment assets in the fair value hierarchy			$	1,499					$	357
Total Sempra investment assets															$	2,664

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FAIR VALUE MEASUREMENTS – INVESTMENT ASSETS OF PENSION PLANS
(Dollars in millions)
			Fair value at December 31, 2022
			Level 1						Level 2						Total
SDG&E:
Cash and cash equivalents			$	3					$	—					$	3
Equity securities:
Domestic			79						1						80
International			40						—						40
Registered investment companies:
Domestic			35						2						37
International			5						—						5
Fixed income securities:
Domestic government and government agencies			224						3						227
International government bonds			—						2						2
Domestic corporate bonds			—						52						52
International corporate bonds			—						8						8
Other			( 1 )						—						( 1 )
Total investment assets in the fair value hierarchy			385						68						453
Accounts receivable/payable, net															( 1 )
Investments measured at NAV:
Common/collective trusts															210
Other															8
Total SDG&E investment assets															670
SoCalGas:
Cash and cash equivalents			6						—						6
Equity securities:
Domestic			311						2						313
International			158						—						158
Registered investment companies:
Domestic			137						7						144
International			20						—						20
Fixed income securities:
Domestic government and government agencies			261						17						278
International government bonds			—						6						6
Domestic corporate bonds			—						204						204
International corporate bonds			—						30						30
Other			( 1 )						1						—
Total investment assets in the fair value hierarchy			892						267						1,159
Accounts receivable/payable, net															( 7 )
Investments measured at NAV:
Common/collective trusts															355
Other															28
Total SoCalGas investment assets															1,535

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FAIR VALUE MEASUREMENTS – INVESTMENT ASSETS OF PENSION PLANS (CONTINUED)
(Dollars in millions)
			Fair value at December 31, 2022
			Level 1						Level 2						Total
Other Sempra:
Cash and cash equivalents			$	1					$	—					$	1
Equity securities:
Domestic			17						—						17
International			9						—						9
Registered investment companies:
Domestic			7						—						7
International			2						—						2
Fixed income securities:
Domestic government and government agencies			72						3						75
Domestic corporate bonds			—						11						11
International corporate bonds			—						1						1
Total investment assets in the fair value hierarchy			108						15						123
Investments measured at NAV:
Common/collective trusts															60
Other															2
Total Other Sempra investment assets															185
Total Sempra investment assets in the fair value hierarchy			$	1,385					$	350
Total Sempra investment assets															$	2,390

The fair values by asset category of the PBOP plan assets held in the pension master trust and in the additional trusts for SoCalGas’ PBOP plans and SDG&E’s PBOP plan trusts are as follows:

FAIR VALUE MEASUREMENTS – INVESTMENT ASSETS OF PBOP PLANS
(Dollars in millions)
			Fair value at December 31, 2023
			Level 1						Level 2						Total
SDG&E:
Equity securities:
Domestic			$	8					$	—					$	8
International			3						—						3
Registered investment companies:
Domestic			71						—						71
International			7						—						7
Fixed income securities:
Domestic government and government agencies			12						1						13
Domestic corporate bonds			—						5						5
International corporate bonds			—						1						1
Derivative financial instruments			2						—						2
Total investment assets in the fair value hierarchy			103						7						110
Accounts receivable/payable, net															( 2 )
Investments measured at NAV:
Common/collective trusts															10
Other															32
Total SDG&E investment assets															150

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FAIR VALUE MEASUREMENTS – INVESTMENT ASSETS OF PBOP PLANS (CONTINUED)
(Dollars in millions)
			Fair value at December 31, 2023
			Level 1						Level 2						Total
SoCalGas:
Cash and cash equivalents			7						—						7
Equity securities:
Domestic			57						—						57
International			22						—						22
Registered investment companies – Domestic			78						103						181
Fixed income securities:
Domestic government and government agencies			128						14						142
International government bonds			—						9						9
Domestic corporate bonds			—						295						295
International corporate bonds			—						42						42
Derivative financial instruments			( 6 )						—						( 6 )
Total investment assets in the fair value hierarchy			286						463						749
Accounts receivable/payable, net															4
Investments measured at NAV:
Common/collective trusts															233
Other															4
Total SoCalGas investment assets															990
Other Sempra:
Equity securities:
Domestic			7						—						7
International			3						—						3
Registered investment companies – Domestic			3						—						3
Fixed income securities:
Domestic government and government agencies			2						1						3
Domestic corporate bonds			—						4						4
International corporate bonds			—						1						1
Total investment assets in the fair value hierarchy			15						6						21
Investments measured at NAV:
Common/collective trusts															7
Other															1
Total Other Sempra investment assets															29
Total Sempra investment assets in the fair value hierarchy			$	404					$	476
Total Sempra investment assets															$	1,169

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FAIR VALUE MEASUREMENTS – INVESTMENT ASSETS OF PBOP PLANS
(Dollars in millions)
			Fair value at December 31, 2022
			Level 1						Level 2						Total
SDG&E:
Equity securities:
Domestic			$	10					$	—					$	10
International			5						—						5
Registered investment companies:
Domestic			65						—						65
International			7						—						7
Fixed income securities:
Domestic government and government agencies			9						2						11
Domestic corporate bonds			—						6						6
International corporate bonds			—						1						1
Total investment assets in the fair value hierarchy			96						9						105
Investments measured at NAV – Common/collective trusts															42
Total SDG&E investment assets															147
SoCalGas:
Cash and cash equivalents			1						—						1
Equity securities:
Domestic			46						—						46
International			24						—						24
Registered investment companies:
Domestic			80						72						152
International			3						—						3
Fixed income securities:
Domestic government and government agencies			151						14						165
International government bonds			1						8						9
Domestic corporate bonds			—						269						269
International corporate bonds			—						37						37
Total investment assets in the fair value hierarchy			306						400						706
Accounts receivable/payable, net															( 4 )
Investments measured at NAV:
Common/collective trusts															218
Other															3
Total SoCalGas investment assets															923
Other Sempra:
Equity securities:
Domestic			6						—						6
International			3						—						3
Registered investment companies – Domestic			2						—						2
Fixed income securities:
Domestic government and government agencies			2						—						2
Domestic corporate bonds			—						4						4
Total investment assets in the fair value hierarchy			13						4						17
Investments measured at NAV:
Common/collective trusts															7
Other															2
Total Other Sempra investment assets															26
Total Sempra investment assets in the fair value hierarchy			$	415					$	413
Total Sempra investment assets															$	1,096

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Future Payments

We expect to contribute the following amounts to our pension and PBOP plans in 2024:

EXPECTED CONTRIBUTIONS
(Dollars in millions)
			Sempra						SDG&E						SoCalGas
Pension plans			$	260					$	36					$	173
PBOP plans			5						1						1

The following table shows the total benefits we expect to pay for the next 10 years to current employees and retirees from the plans or from company assets.

EXPECTED BENEFIT PAYMENTS
(Dollars in millions)
			Sempra												SDG&E												SoCalGas
			Pension						PBOP						Pension						PBOP						Pension						PBOP
2024			$	245					$	47					$	60					$	10					$	130					$	34
2025			219						46						61						10						132						33
2026			218						48						57						10						133						33
2027			225						45						57						10						129						33
2028			211						44						59						10						127						32
2029-2033			1,080						218						289						46						654						161

SAVINGS PLANS

Sempra, SDG&E and SoCalGas offer trusteed savings plans to all employees. Employee participation, employee contributions and employer matching contributions are subject to the provisions of the respective plans, and for employee contributions, limits imposed by the respective governmental authorities.

Employer contributions to the savings plans were as follows:

EMPLOYER CONTRIBUTIONS TO SAVINGS PLANS
(Dollars in millions)
			Years ended December 31,
			2023						2022						2021
Sempra			$	59					$	64					$	52
SDG&E			20						19						18
SoCalGas			32						30						28

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SEMPRA EQUITY COMPENSATION PLANS

Sempra has share-based compensation plans intended to align employee and shareholder objectives related to the long-term growth of Sempra. The plans permit a wide variety of share-based awards, including:

▪ nonqualified stock options

▪ incentive stock options

▪ restricted stock awards

▪ restricted stock units

▪ stock appreciation rights

▪ performance awards

▪ stock payments

▪ dividend equivalents

Eligible employees, including those from SDG&E and SoCalGas, participate in Sempra’s share-based compensation plans as a component of their compensation package.

In the three years ended December 31, 2023, Sempra had the following types of equity awards outstanding:

▪ Nonqualified Stock Options : Options to purchase common stock have an exercise price equal to the market price of the common stock at the date of grant, are service-based, become exercisable over a three -year period and expire 10 years from the date of grant. Unvested option awards are subject to forfeiture following a termination of employment, except where the retirement criteria under such awards have been met and subject to certain other exceptions described below.

▪ Performance-Based Restricted Stock Units : These RSU awards generally vest in Sempra common stock at the end of three -year performance periods based on Sempra’s total return to shareholders relative to that of specified market indices or based on the compound annual growth rate of Sempra’s EPS. The comparative market indices for the awards that vest based on total return to shareholders are the S&P 500 Utilities Index (excluding water companies) and the S&P 500 Index. We use long-term analyst consensus growth estimates for S&P 500 Utilities Index peer companies (excluding water companies) to develop our targets for awards that vest based on EPS growth. If Sempra’s total return to shareholders or EPS growth is below the target levels but above threshold performance levels, shares are subject to partial vesting on a pro rata basis. If Sempra’s total return to shareholders or EPS growth exceeds target levels, up to an additional 100 % of the granted RSUs may be issued. These RSU awards are subject to forfeiture prior to vesting following a termination of employment, except where the retirement criteria under such awards have been met and subject to certain other exceptions described below.

▪ Service-Based Restricted Stock Units: RSUs may also be service-based; these generally vest ratably over three -year service periods. These awards are subject to earlier forfeiture upon termination of employment, subject to certain exceptions described below.

For awards that would otherwise be forfeited upon termination of employment, the Compensation and Talent Development Committee of Sempra’s board of directors may waive the forfeiture requirement and, with respect to options and service-based RSUs, may accelerate vesting. Awards are also subject to accelerated vesting under certain circumstances upon a change in control under the applicable LTIP, in accordance with severance pay agreements or to the extent otherwise required by the terms of the applicable award. Dividend equivalents on shares subject to RSUs are reinvested to purchase additional common shares that become subject to the same vesting conditions as the RSUs to which the dividends relate.

SHARE-BASED AWARDS AND COMPENSATION EXPENSE

At December 31, 2023, 8,918,154 common shares were authorized and available for future grants of share-based awards. Our practice is to satisfy share-based awards by issuing new shares rather than by open-market purchases.

We measure and recognize compensation expense for all share-based payment awards made to our employees and directors based on estimated fair values on the date of grant. We recognize compensation costs net of an estimated forfeiture rate (based on historical experience) and recognize the compensation costs for nonqualified stock options and RSUs on a straight-line basis over the requisite service period of the award, which is generally three years. However, for awards granted to retirement-eligible participants, the expense is recognized over the initial year in which the award was granted as the award requires service through

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the end of the year in which it was granted. For awards granted to participants who become eligible for retirement during the requisite service period, the expense is recognized over the period between the date of grant and the later of the end of the year in which the award was granted or the date the participant first becomes eligible for retirement. Substantially all awards outstanding are classified as equity instruments; therefore, we recognize additional paid in capital as we recognize the compensation expense associated with the awards. We recognize in earnings the tax benefits (or deficiencies) resulting from tax deductions that are in excess of (or less than) tax benefits related to compensation cost recognized for share-based payments.

Sempra subsidiaries record an expense for the plans to the extent that subsidiary employees participate in the plans and/or the subsidiaries are allocated a portion of the Sempra plans’ corporate staff costs. Total share-based compensation expense for all of Sempra’s share-based awards was comprised as follows:

SHARE-BASED COMPENSATION EXPENSE
(Dollars in millions)
			Years ended December 31,
			2023						2022						2021
Sempra:
Share-based compensation expense, before income taxes (1)			$	71					$	61					$	58
Income tax benefit (1)			( 9 )						( 17 )						( 16 )
			$	62					$	44					$	42
Capitalized share-based compensation cost			$	12					$	11					$	9
Excess income tax (benefit) deficiency			( 6 )						( 3 )						( 9 )
SDG&E:
Share-based compensation expense, before income taxes			$	13					$	11					$	10
Income tax benefit			( 2 )						( 3 )						( 3 )
			$	11					$	8					$	7
Capitalized share-based compensation cost			$	7					$	6					$	5
Excess income tax (benefit) deficiency			( 1 )						—						( 1 )
SoCalGas:
Share-based compensation expense, before income taxes			$	18					$	17					$	14
Income tax benefit			( 3 )						( 5 )						( 4 )
			$	15					$	12					$	10
Capitalized share-based compensation cost			$	5					$	5					$	4
Excess income tax (benefit) deficiency			( 1 )						—						( 1 )

(1) Includes activity of awards issued from the IEnova 2013 LTIP, which settled in cash upon vesting based on the price of IEnova’s common stock.

SEMPRA NONQUALIFIED STOCK OPTIONS

We use a Black-Scholes option-pricing model to estimate the fair value of each nonqualified stock option grant. The use of a valuation model requires us to make certain assumptions about selected model inputs. Expected volatility is calculated based on a blend of the historical and implied volatility of Sempra’s common stock price. The average expected term for options is based on the vesting schedule, contractual term of the option, expected employee exercise and post-termination behavior. The risk-free interest rate is based on U.S. Treasury zero-coupon issues with a remaining term equal to the expected term estimated at the date of the grant. In 2023, 2022 and 2021, Sempra’s board of directors granted 326,574 , 439,796 and 445,240 nonqualified stock options, respectively, that become exercisable over a three-year period. The weighted-average per-share fair value for options granted was $ 17.50 , $ 10.99 and $ 9.54 in 2023, 2022 and 2021, respectively. To calculate this fair value, we used the Black-Scholes model with the following weighted-average assumptions:

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KEY ASSUMPTIONS FOR STOCK OPTIONS GRANTED
			Years ended December 31,
			2023						2022						2021
Sempra:
Stock price volatility			27.35		%				26.08		%				26.57		%
Expected term			5.36 years						5.36 years						5.36 years
Risk-free rate of return			3.89		%				1.40		%				0.41		%
Annual dividend yield			2.98		%				3.33		%				3.38		%

The following table shows a summary of nonqualified stock options at December 31, 2023 and activity for the year then ended:

NONQUALIFIED STOCK OPTIONS
			Common shares under options						Weighted- average exercise price						Weighted- average remaining contractual term (in years)						Aggregate intrinsic value (in millions)
Sempra:
Outstanding at January 1, 2023			1,433,224						$	63.51
Granted			326,574						$	76.86
Outstanding at December 31, 2023			1,759,798						$	65.99					7.14						$	15
Vested or expected to vest at December 31, 2023			1,759,798						$	65.99					7.14						$	15
Exercisable at December 31, 2023			991,618						$	63.02					6.30						$	12

The aggregate intrinsic value at December 31, 2023 is the total of the difference between Sempra’s closing common stock price and the exercise price for all in-the-money options. The aggregate intrinsic value for nonqualified stock options exercised in the last three years was:

▪ zero in 2023

▪ $ 1.7 million in 2022

▪ $ 1.4 million in 2021

All compensation costs related to stock options had been recognized as of December 31, 2023. The weighted-average exercise price for nonqualified stock options granted in 2022 and 2021 was $ 66.00 and $ 61.90 , respectively.

We received cash of $ 4 million and $ 5 million from stock option exercises in 2022 and 2021, respectively.

SEMPRA RESTRICTED STOCK UNITS

We use Sempra’s common stock price at the grant date to estimate the fair value of our service-based RSUs and our RSUs that vest based on the compound annual growth rate of Sempra’s EPS.

We use a Monte-Carlo simulation model to estimate the fair value of our RSUs that vest based on Sempra’s total return to shareholders. Our determination of fair value is affected by the historical volatility of the common stock price for Sempra and its peer group companies. The valuation also is affected by the risk-free rates of return and a number of other variables. Below are key assumptions for RSUs granted in the last three years:

KEY ASSUMPTIONS FOR RSUs GRANTED
			Years ended December 31,
			2023						2022						2021
Sempra:
Stock price volatility			35.31		%				32.82		%				33.39		%
Risk-free rate of return			4.13		%				1.05		%				0.16		%

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The following table shows a summary of RSUs at December 31, 2023 and activity for the year then ended:

RESTRICTED STOCK UNITS
			Performance-based restricted stock units												Service-based restricted stock units
			Units						Weighted- average grant-date fair value						Units						Weighted- average grant-date fair value
Sempra:
Nonvested at January 1, 2023			1,679,590						$	72.20					551,274						$	65.43
Granted			661,620						$	82.64					272,729						$	76.76
Vested			( 443,854 )						$	77.86					( 266,962 )						$	65.81
Forfeited			( 67,372 )						$	75.93					( 32,072 )						$	87.08
Nonvested at December 31, 2023 (1)			1,829,984						$	74.46					524,969						$	70.63
Expected to vest at December 31, 2023			1,804,044						$	74.38					512,658						$	70.54

(1) Each RSU represents the right to receive one share of our common stock if applicable performance conditions are satisfied. For all performance-based RSUs, up to an additional 100 % of the shares represented by the RSUs may be issued if Sempra exceeds target performance conditions.

In 2023, 2022 and 2021, the total fair value of RSU shares vested during the year was $ 52 million, $ 54 million and $ 57 million, respectively.

We expect $ 38 million of total compensation cost related to nonvested RSUs not yet recognized as of December 31, 2023 to be recognized over a weighted-average period of 1.55 years. The weighted-average per-share fair values for performance-based RSUs granted were $ 73.47 and $ 66.52 in 2022 and 2021, respectively. The weighted-average per-share fair values for service-based RSUs granted were $ 66.32 and $ 62.42 in 2022 and 2021, respectively.

We use derivative instruments primarily to manage exposures arising in the normal course of business. Our principal exposures are commodity market risk, benchmark interest rate risk and foreign exchange rate exposures. Our use of derivatives for these risks is integrated into the economic management of our anticipated revenues, anticipated expenses, assets and liabilities. Derivatives may be effective in mitigating these risks (1) that could lead to declines in anticipated revenues or increases in anticipated expenses, or (2) that could cause our asset values to fall or our liabilities to increase. Accordingly, our derivative activity summarized below generally represents an impact that is intended to offset associated revenues, expenses, assets or liabilities that are not included in the tables below.

In certain cases, we apply the normal purchase or sale exception to derivative instruments and have other commodity contracts that are not derivatives. These contracts are not recorded at fair value and are therefore excluded from the disclosures below.

In all other cases, we record derivatives at fair value on the Consolidated Balance Sheets. We may have derivatives that are (1) cash flow hedges, (2) fair value hedges, or (3) undesignated. Depending on the applicability of hedge accounting and, for SDG&E and SoCalGas and other operations subject to regulatory accounting, the requirement to pass impacts through to customers, the impact of derivative instruments may be offset in OCI (cash flow hedges), on the balance sheet (regulatory offsets), or recognized in earnings (fair value hedges and undesignated derivatives not subject to rate recovery). We classify cash flows from the principal settlements of cross-currency swaps that hedge exposure related to Mexican peso-denominated debt and amounts related to terminations or early settlements of interest rate swaps as financing activities and settlements of other derivative instruments as operating activities on the Consolidated Statements of Cash Flows.

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HEDGE ACCOUNTING

We may designate a derivative as a cash flow hedging instrument if it effectively converts anticipated cash flows associated with revenues or expenses to a fixed dollar amount. We may utilize cash flow hedge accounting for derivative commodity instruments, foreign currency instruments and interest rate instruments. Designating cash flow hedges is dependent on the business context in which the instrument is being used, the effectiveness of the instrument in offsetting the risk of variability of future cash flows of a given revenue or expense item, and other criteria.

ENERGY DERIVATIVES

Our market risk is primarily related to natural gas and electricity price volatility and the specific physical locations where we transact. We use energy derivatives to manage these risks. The use of energy derivatives in our various businesses depends on the particular energy market, and the operating and regulatory environments applicable to the business, as follows:

▪ SDG&E and SoCalGas use natural gas derivatives and SDG&E uses electricity derivatives, for the benefit of customers, with the objective of managing price risk and basis risk, and stabilizing and lowering natural gas and electricity costs. These derivatives include fixed-price natural gas and electricity positions, options, and basis risk instruments, which are either exchange-traded or over-the-counter financial instruments, or bilateral physical transactions. This activity is governed by risk management and transacting activity plans limited by company policy. SDG&E’s risk management and transacting activity plans for electricity derivatives are also required to be filed with, and have been approved by, the CPUC. SoCalGas is also subject to certain regulatory requirements and thresholds related to natural gas procurement under the GCIM. Natural gas and electricity derivative activities are recorded as commodity costs that are offset by regulatory account balances and are recovered in rates. Net commodity cost impacts on the Consolidated Statements of Operations are reflected in Cost of Natural Gas or in Cost of Electric Fuel and Purchased Power.

▪ SDG&E is allocated and may purchase CRRs, which serve to reduce the regional electricity price volatility risk that may result from local transmission capacity constraints. Unrealized gains and losses do not impact earnings, as they are offset by regulatory account balances. Realized gains and losses associated with CRRs, which are recoverable in rates, are recorded in Cost of Electric Fuel and Purchased Power on the Consolidated Statements of Operations.

▪ Sempra Infrastructure may use natural gas and electricity derivatives, as appropriate, in an effort to optimize the earnings of its assets which support the following businesses: LNG, natural gas pipelines and storage, and power generation. Gains and losses associated with undesignated derivatives are recognized in Energy-Related Businesses Revenues on the Consolidated Statements of Operations.

▪ From time to time, our various businesses, including SDG&E and SoCalGas, may use other derivatives to hedge exposures such as GHG allowances.

The following table summarizes net energy derivative volumes.

NET ENERGY DERIVATIVE VOLUMES
(Quantities in millions)
									December 31,
Commodity			Unit of measure						2023						2022
Sempra:
Natural gas			MMBtu						361						254
Electricity			MWh						1						1
Congestion revenue rights			MWh						36						42
SDG&E:
Natural gas			MMBtu						17						15
Congestion revenue rights			MWh						36						42
SoCalGas:
Natural gas			MMBtu						268						224

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INTEREST RATE DERIVATIVES

We are exposed to interest rates primarily as a result of our current and expected use of financing. SDG&E and SoCalGas, as well as Sempra and its other subsidiaries and JVs, periodically enter into interest rate derivative agreements intended to moderate our exposure to interest rates and to lower our overall costs of borrowing. In addition, we may utilize interest rate swaps, typically designated as cash flow hedges, to lock in interest rates on outstanding debt or in anticipation of future financings.

In December 2022, Sempra Infrastructure entered into an undesignated contingent interest rate swap to lock in interest rates on up to $ 3.5 billion of the variable rate indebtedness from anticipated future project-level debt financing that would be used to pay for construction costs of the PA LNG Phase 1 project. The contingent interest rate swap had a 25-year tenor, and its settlement was conditional upon the closing of project-level debt financing with respect to the PA LNG Phase 1 project. In March 2023, we closed on the project-level debt financing and, shortly thereafter, paid $ 14 million to cash settle the contingent interest rate swap.

As we discuss in Note 7, a minimum of 60 % of the projected amount of term loans outstanding is required to be hedged under the Port Arthur LNG term loan facility agreement. In March 2023, Port Arthur LNG entered into floating-to-fixed interest rate swaps with 17 counterparties to hedge the variability in cash flows related to the SOFR-based component of interest payments on forecasted loans outstanding under the agreement. The notional amounts of the interest rate swaps generally increase in proportion to the forecasted borrowings up to a maximum amount of $ 4.2 billion prior to the maturity of the term loans on March 20, 2030. Under the interest rate swaps, which are designated as cash flow hedges, Port Arthur LNG receives interest at term SOFR and pays interest at a fixed rate of 3.23 % based on amortizing notional amounts maturing in 2048.

The following table presents the net notional amounts of our interest rate derivatives, excluding those in our equity method investments and the contingent interest rate swap.

INTEREST RATE DERIVATIVES

(Dollars in millions)

December 31, 2023

December 31, 2022

Notional debt

Maturities

Notional debt

Maturities

Sempra:

Cash flow hedges (1)

$

4,451

2024-2048

$

294

2023-2034

(1) At December 31, 2023 and 2022, cash flow hedges accrued interest based on a notional of $ 488 and $ 294 , respectively.

FOREIGN CURRENCY DERIVATIVES

We may utilize cross-currency swaps to hedge exposure related to Mexican peso-denominated debt at our Mexican subsidiaries and JVs. These cash flow hedges exchange our Mexican peso-denominated principal and interest payments into the U.S. dollar and swap Mexican fixed interest rates for U.S. fixed interest rates. From time to time, Sempra Infrastructure and its JVs may use other foreign currency derivatives to hedge exposures related to cash flows associated with revenues from contracts denominated in Mexican pesos that are indexed to the U.S. dollar.

We are also exposed to exchange rate movements at our Mexican subsidiaries and JVs, which have U.S. dollar-denominated cash balances, receivables, payables and debt (monetary assets and liabilities) that give rise to Mexican currency exchange rate movements for Mexican income tax purposes. They also have deferred income tax assets and liabilities denominated in the Mexican peso, which must be translated to U.S. dollars for financial reporting purposes. In addition, monetary assets and liabilities and certain nonmonetary assets and liabilities are adjusted for Mexican inflation for Mexican income tax purposes. We may utilize foreign currency derivatives as a means to manage the risk of exposure to significant fluctuations in our income tax expense and equity earnings from these impacts; however, we generally do not hedge our deferred income tax assets and liabilities or for inflation.

The following table presents the net notional amounts of our foreign currency derivatives, excluding those in our equity method investments.

FOREIGN CURRENCY DERIVATIVES
(Dollars in millions)
			December 31, 2023												December 31, 2022
			Notional amount						Maturities						Notional amount						Maturities
Sempra:
Cross-currency swaps			$	—					—						$	306					2023
Other foreign currency derivatives			176						2024-2025						111						2023-2024

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FINANCIAL STATEMENT PRESENTATION

The Consolidated Balance Sheets reflect the offsetting of net derivative positions and cash collateral with the same counterparty when a legal right of offset exists. The following tables provide the fair values of derivative instruments on the Consolidated Balance Sheets, including the amount of cash collateral receivables that were not offset because the cash collateral was in excess of liability positions.

DERIVATIVE INSTRUMENTS ON THE CONSOLIDATED BALANCE SHEETS
(Dollars in millions)
			December 31, 2023
			Current assets: Fixed-price contracts and other derivatives (1)						Other long-term assets						Other current liabilities						Deferred credits and other
Sempra:
Derivatives designated as hedging instruments:
Interest rate instruments			$	17					$	70					$	—					$	—
Foreign exchange instruments			—						—						( 9 )						—
Derivatives not designated as hedging instruments:
Commodity contracts not subject to rate recovery			173						52						( 170 )						( 56 )
Associated offsetting commodity contracts			( 169 )						( 51 )						169						51
Commodity contracts subject to rate recovery			10						8						( 228 )						( 9 )
Associated offsetting commodity contracts			( 5 )						( 2 )						5						2
Associated offsetting cash collateral			—						—						12						7
Net amounts presented on the balance sheet			26						77						( 221 )						( 5 )
Additional cash collateral for commodity contracts not subject to rate recovery			74						—						—						—
Additional cash collateral for commodity contracts subject to rate recovery			22						—						—						—
Total (2)			$	122					$	77					$	( 221 )					$	( 5 )
SDG&E:
Derivatives not designated as hedging instruments:
Commodity contracts subject to rate recovery			$	9					$	8					$	( 18 )					$	( 9 )
Associated offsetting commodity contracts			( 5 )						( 2 )						5						2
Associated offsetting cash collateral			—						—						12						7
Net amounts presented on the balance sheet			4						6						( 1 )						—
Additional cash collateral for commodity contracts subject to rate recovery			21						—						—						—
Total (2)			$	25					$	6					$	( 1 )					$	—
SoCalGas:
Derivatives not designated as hedging instruments:
Commodity contracts subject to rate recovery			$	1					$	—					$	( 210 )					$	—
Net amounts presented on the balance sheet			1						—						( 210 )						—
Additional cash collateral for commodity contracts subject to rate recovery			1						—						—						—
Total			$	2					$	—					$	( 210 )					$	—

(1) Included in Other Current Assets for SoCalGas.

(2) Normal purchase contracts previously measured at fair value are excluded.

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DERIVATIVE INSTRUMENTS ON THE CONSOLIDATED BALANCE SHEETS (CONTINUED)
(Dollars in millions)
			December 31, 2022
			Current assets: Fixed-price contracts and other derivatives (1)						Other long-term assets						Other current liabilities						Deferred credits and other
Sempra:
Derivatives designated as hedging instruments:
Interest rate instruments			$	10					$	33					$	—					$	—
Foreign exchange instruments			—						—						( 7 )						( 1 )
Interest rate and foreign exchange instruments			—						—						( 105 )						—
Derivatives not designated as hedging instruments:
Commodity contracts not subject to rate recovery			480						133						( 399 )						( 132 )
Associated offsetting commodity contracts			( 301 )						( 39 )						301						39
Commodity contracts subject to rate recovery			138						27						( 97 )						( 2 )
Associated offsetting commodity contracts			( 27 )						( 2 )						27						2
Interest rate instrument			33						—						—						—
Net amounts presented on the balance sheet			333						152						( 280 )						( 94 )
Additional cash collateral for commodity contracts not subject to rate recovery			451						—						—						—
Additional cash collateral for commodity contracts subject to rate recovery			18						—						—						—
Total (2)			$	802					$	152					$	( 280 )					$	( 94 )
SDG&E:
Derivatives not designated as hedging instruments:
Commodity contracts subject to rate recovery			$	107					$	27					$	( 13 )					$	( 2 )
Associated offsetting commodity contracts			( 12 )						( 2 )						12						2
Net amounts presented on the balance sheet			95						25						( 1 )						—
Additional cash collateral for commodity contracts subject to rate recovery			17						—						—						—
Total (2)			$	112					$	25					$	( 1 )					$	—
SoCalGas:
Derivatives not designated as hedging instruments:
Commodity contracts subject to rate recovery			$	31					$	—					$	( 84 )					$	—
Associated offsetting commodity contracts			( 15 )						—						15						—
Net amounts presented on the balance sheet			16						—						( 69 )						—
Additional cash collateral for commodity contracts subject to rate recovery			1						—						—						—
Total			$	17					$	—					$	( 69 )					$	—

(1) Included in Other Current Assets for SoCalGas.

(2) Normal purchase contracts previously measured at fair value are excluded.

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The following table includes the effects of derivative instruments designated as cash flow hedges on the Consolidated Statements of Operations and in OCI and AOCI.

CASH FLOW HEDGE IMPACTS
(Dollars in millions)
			Pretax gain (loss) recognized in OCI																								Pretax (loss) gain reclassified from AOCI into earnings
			Years ended December 31,																								Years ended December 31,
			2023						2022						2021						Location						2023						2022						2021
Sempra:
Interest rate instruments			$	45					$	40					$	29					Interest Expense						$	( 1 )					$	( 1 )					$	( 11 )
Interest rate instruments			20						205						71						Equity Earnings (1)						48						( 29 )						( 73 )
Foreign exchange instruments			( 2 )						( 8 )						11						Revenues: Energy- Related Businesses						( 1 )						1						( 1 )
																					Other Income, Net						( 2 )						( 1 )						—
Foreign exchange instruments			( 3 )						( 5 )						8						Equity Earnings (1)						( 2 )						—						—
Interest rate and foreign exchange instruments			7						25						( 4 )						Interest Expense						1						2						( 1 )
																					Other Income, Net						6						12						( 6 )
Total			$	67					$	257					$	115											$	49					$	( 16 )					$	( 92 )
SoCalGas:
Interest rate instruments			$	—					$	—					$	—					Interest Expense						$	( 1 )					$	( 1 )					$	—

(1) Equity earnings at our foreign equity method investees are recognized after tax.

For Sempra, we expect that net gains before NCI of $ 37 million, which are net of income tax expense, that are currently recorded in AOCI (with net gains of $ 18 million attributable to NCI) related to cash flow hedges will be reclassified into earnings during the next 12 months as the hedged items affect earnings. SoCalGas expects that $ 1 million of losses, net of income tax benefit, that are currently recorded in AOCI related to cash flow hedges will be reclassified into earnings during the next 12 months as the hedged items affect earnings. Actual amounts ultimately reclassified into earnings depend on the interest rates in effect when derivative contracts mature.

For all forecasted transactions, the maximum remaining term over which we are hedging exposure to the variability of cash flows at December 31, 2023 is approximately 24 years for Sempra. The maximum remaining term for which we are hedging exposure to the variability of cash flows at our equity method investees is 16 years.

The following table summarizes the effects of derivative instruments not designated as hedging instruments on the Consolidated Statements of Operations.

UNDESIGNATED DERIVATIVE IMPACTS
(Dollars in millions)
						Pretax gain (loss) on derivatives recognized in earnings
						Years ended December 31,
			Location			2023						2022						2021
Sempra:
Commodity contracts not subject to rate recovery			Revenues: Energy-Related Businesses			$	919					$	( 1,116 )					$	( 203 )
Commodity contracts subject to rate recovery			Cost of Natural Gas			( 288 )						( 56 )						( 25 )
Commodity contracts subject to rate recovery			Cost of Electric Fuel and Purchased Power			15						202						31
Interest rate instrument			Interest Expense			( 47 )						33						—
Foreign exchange instruments			Other Income, Net			—						—						( 22 )
Total						$	599					$	( 937 )					$	( 219 )
SDG&E:
Commodity contracts subject to rate recovery			Cost of Electric Fuel and Purchased Power			$	15					$	202					$	31
SoCalGas:
Commodity contracts subject to rate recovery			Cost of Natural Gas			$	( 288 )					$	( 56 )					$	( 25 )

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CREDIT RISK RELATED CONTINGENT FEATURES

For Sempra, SDG&E and SoCalGas, certain of our derivative instruments contain credit limits which vary depending on our credit ratings. Generally, these provisions, if applicable, may reduce our credit limit if a specified credit rating agency reduces our ratings. In certain cases, if our credit ratings were to fall below investment grade, the counterparty to these derivative liability instruments could request immediate payment or demand immediate and ongoing full collateralization.

For Sempra, the total fair value of this group of derivative instruments in a liability position at December 31, 2023 and 2022 was $ 215 million and $ 106 million, respectively. For SoCalGas, the total fair value of this group of derivative instruments in a liability position at December 31, 2023 and 2022 was $ 210 million and $ 69 million, respectively. SDG&E did not have this group of derivative instruments in a liability position at December 31, 2023 or 2022. At December 31, 2023, if the credit ratings of Sempra or SoCalGas were reduced below investment grade, $ 215 million and $ 210 million, respectively, of additional assets could be required to be posted as collateral for these derivative contracts.

For Sempra, SDG&E and SoCalGas, some of our derivative contracts contain a provision that would permit the counterparty, in certain circumstances, to request adequate assurance of our performance under the contracts. Such additional assurance, if needed, is not material and is not included in the amounts above.

RECURRING FAIR VALUE MEASURES

The tables below set forth our financial assets and liabilities, by level within the fair value hierarchy, that were accounted for at fair value on a recurring basis at December 31, 2023 and 2022. We classify financial assets and liabilities in their entirety based on the lowest level of input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of fair-valued assets and liabilities and their placement within the fair value hierarchy.

The fair value of commodity derivative assets and liabilities is presented in accordance with our netting policy, as we discuss in Note 11 under “Financial Statement Presentation.”

The determination of fair values, shown in the tables below, incorporates various factors, including but not limited to, the credit standing of the counterparties involved and the impact of credit enhancements (such as cash deposits, letters of credit and priority interests).

Our financial assets and liabilities that were accounted for at fair value on a recurring basis in the tables below include the following:

▪ Nuclear decommissioning trusts reflect the assets of SDG&E’s NDT, excluding accounts receivable and accounts payable. A third-party trustee values the trust assets using prices from a pricing service based on a market approach. We validate these prices by comparison to prices from other independent data sources. Securities are valued using quoted prices listed on nationally recognized securities exchanges or based on closing prices reported in the active market in which the identical security is traded (Level 1). Other securities are valued based on yields that are currently available for comparable securities of issuers with similar credit ratings (Level 2).

▪ For commodity contracts, interest rate instruments and foreign exchange instruments, we primarily use a market or income approach with market participant assumptions to value these derivatives. Market participant assumptions include those about risk, and the risk inherent in the inputs to the valuation techniques. These inputs can be readily observable, market corroborated, or generally unobservable. We have exchange-traded derivatives that are valued based on quoted prices in active markets for the identical instruments (Level 1). We also may have other commodity derivatives that are valued using industry standard models that consider quoted forward prices for commodities, time value, current market and contractual prices for the underlying instruments, volatility factors, and other relevant economic measures (Level 2). Level 3 recurring items relate to CRRs and, until December 31, 2022, fixed-price electricity positions, at SDG&E, as we discuss below in “Level 3 Information – SDG&E.”

▪ Rabbi Trust investments include short-term investments that consist of money market and mutual funds that we value using a market approach based on closing prices reported in the active market in which the identical security is traded (Level 1).

▪ As we discuss in Note 6, in July 2020, Sempra entered into a Support Agreement for the benefit of CFIN. We measure the Support Agreement, which includes a guarantee obligation, a put option and a call option, net of related guarantee fees, at fair value on a recurring basis. We use a discounted cash flow model to value the Support Agreement, net of related guarantee fees.

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Because some of the inputs that are significant to the valuation are less observable, the Support Agreement is classified as Level 3, as we describe below in “Level 3 Information – Other Sempra.”

RECURRING FAIR VALUE MEASURES
(Dollars in millions)
			Fair value at December 31, 2023
			Level 1						Level 2						Level 3						Total
Sempra:
Assets:
Nuclear decommissioning trusts:
Short-term investments, primarily cash equivalents			$	19					$	2					$	—					$	21
Equity securities			308						4						—						312
Debt securities:
Debt securities issued by the U.S. Treasury and other U.S. government corporations and agencies			34						17						—						51
Municipal bonds			—						275						—						275
Other securities			—						220						—						220
Total debt securities			34						512						—						546
Total nuclear decommissioning trusts (1)			361						518						—						879
Short-term investments held in Rabbi Trust			67						—						—						67
Interest rate instruments			—						87						—						87
Commodity contracts not subject to rate recovery			—						5						—						5
Effect of netting and allocation of collateral (2)			74						—						—						74
Commodity contracts subject to rate recovery			—						1						10						11
Effect of netting and allocation of collateral (2)			16						—						6						22
Support Agreement, net of related guarantee fees			—						—						23						23
Total			$	518					$	611					$	39					$	1,168
Liabilities:
Foreign exchange instruments			$	—					$	9					$	—					$	9
Commodity contracts not subject to rate recovery			—						6						—						6
Commodity contracts subject to rate recovery			20						210						—						230
Effect of netting and allocation of collateral (2)			( 19 )						—						—						( 19 )
Total			$	1					$	225					$	—					$	226

(1) Excludes receivables (payables), net.

(2) Includes the effect of the contractual ability to settle contracts under master netting agreements and with cash collateral, as well as cash collateral not offset.

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RECURRING FAIR VALUE MEASURES (CONTINUED)
(Dollars in millions)
			Fair value at December 31, 2022
			Level 1						Level 2						Level 3						Total
Sempra:
Assets:
Nuclear decommissioning trusts:
Short-term investments, primarily cash equivalents			$	10					$	1					$	—					$	11
Equity securities			293						4						—						297
Debt securities:
Debt securities issued by the U.S. Treasury and other U.S. government corporations and agencies			27						13						—						40
Municipal bonds			—						270						—						270
Other securities			—						227						—						227
Total debt securities			27						510						—						537
Total nuclear decommissioning trusts (1)			330						515						—						845
Short-term investments held in Rabbi Trust			55						—						—						55
Interest rate instruments			—						76						—						76
Commodity contracts not subject to rate recovery			—						273						—						273
Effect of netting and allocation of collateral (2)			451						—						—						451
Commodity contracts subject to rate recovery			82						19						35						136
Effect of netting and allocation of collateral (2)			12						—						6						18
Support Agreement, net of related guarantee fees			—						—						17						17
Total			$	930					$	883					$	58					$	1,871
Liabilities:
Foreign exchange instruments			$	—					$	8					$	—					$	8
Interest rate and foreign exchange instruments			—						105						—						105
Commodity contracts not subject to rate recovery			—						191						—						191
Commodity contracts subject to rate recovery			—						70						—						70
Total			$	—					$	374					$	—					$	374

(1) Excludes receivables (payables), net.

(2) Includes the effect of the contractual ability to settle contracts under master netting agreements and with cash collateral, as well as cash collateral not offset.

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RECURRING FAIR VALUE MEASURES
(Dollars in millions)
			Level 1						Level 2						Level 3						Total
			Fair value at December 31, 2023
SDG&E:
Assets:
Nuclear decommissioning trusts:
Short-term investments, primarily cash equivalents			$	19					$	2					$	—					$	21
Equity securities			308						4						—						312
Debt securities:
Debt securities issued by the U.S. Treasury and other U.S. government corporations and agencies			34						17						—						51
Municipal bonds			—						275						—						275
Other securities			—						220						—						220
Total debt securities			34						512						—						546
Total nuclear decommissioning trusts (1)			361						518						—						879
Commodity contracts subject to rate recovery			—						—						10						10
Effect of netting and allocation of collateral (2)			15						—						6						21
Total			$	376					$	518					$	16					$	910
Liabilities:
Commodity contracts subject to rate recovery			$	20					$	—					$	—					$	20
Effect of netting and allocation of collateral (2)			( 19 )						—						—						( 19 )
Total			$	1					$	—					$	—					$	1
			Fair value at December 31, 2022
SDG&E:
Assets:
Nuclear decommissioning trusts:
Short-term investments, primarily cash equivalents			$	10					$	1					$	—					$	11
Equity securities			293						4						—						297
Debt securities:
Debt securities issued by the U.S. Treasury and other U.S. government corporations and agencies			27						13						—						40
Municipal bonds			—						270						—						270
Other securities			—						227						—						227
Total debt securities			27						510						—						537
Total nuclear decommissioning trusts (1)			330						515						—						845
Commodity contracts subject to rate recovery			82						3						35						120
Effect of netting and allocation of collateral (2)			11						—						6						17
Total			$	423					$	518					$	41					$	982
Liabilities:
Commodity contracts subject to rate recovery			$	—					$	1					$	—					$	1
Total			$	—					$	1					$	—					$	1

(1) Excludes receivables (payables), net.

(2) Includes the effect of the contractual ability to settle contracts under master netting agreements and with cash collateral, as well as cash collateral not offset.

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RECURRING FAIR VALUE MEASURES
(Dollars in millions)
			Level 1						Level 2						Level 3						Total
			Fair value at December 31, 2023
SoCalGas:
Assets:
Commodity contracts subject to rate recovery			$	—					$	1					$	—					$	1
Effect of netting and allocation of collateral (1)			1						—						—						1
Total			$	1					$	1					$	—					$	2
Liabilities:
Commodity contracts subject to rate recovery			$	—					$	210					$	—					$	210
Total			$	—					$	210					$	—					$	210
			Fair value at December 31, 2022
SoCalGas:
Assets:
Commodity contracts subject to rate recovery			$	—					$	16					$	—					$	16
Effect of netting and allocation of collateral (1)			1						—						—						1
Total			$	1					$	16					$	—					$	17
Liabilities:
Commodity contracts subject to rate recovery			$	—					$	69					$	—					$	69
Total			$	—					$	69					$	—					$	69

(1) Includes the effect of the contractual ability to settle contracts under master netting agreements and with cash collateral, as well as cash collateral not offset.

Level 3 Information

SDG&E

The table below sets forth reconciliations of changes in the fair value of CRRs and, until December 31, 2022, fixed-price electricity positions, classified as Level 3 in the fair value hierarchy for Sempra and SDG&E.

LEVEL 3 RECONCILIATIONS (1)
(Dollars in millions)
			2023						2022						2021
Balance at January 1			$	35					$	54					$	69
Realized and unrealized losses			( 17 )						( 56 )						( 50 )
Allocated transmission instruments			( 1 )						( 4 )						3
Settlements			( 7 )						41						32
Balance at December 31			$	10					$	35					$	54
Change in unrealized losses relating to instruments still held at December 31			$	( 13 )					$	( 10 )					$	( 16 )

(1) Excludes the effect of the contractual ability to settle contracts under master netting agreements.

Inputs used to determine the fair value of CRRs and fixed-price electricity positions are reviewed and compared with market conditions to determine reasonableness.

CRRs are recorded at fair value based almost entirely on the most current auction prices published by the California ISO, an objective source. Annual auction prices are published once a year, typically in the middle of November, and are the basis for valuing CRRs settling in the following year. For the CRRs settling from January 1 to December 31, the auction price inputs, at a given location, were in the following ranges for the years indicated below:

CONGESTION REVENUE RIGHTS AUCTION PRICE INPUTS
Settlement year						Price per MWh															Median price per MWh
2024			$			( 3.69 )			to			$			9.55			$			( 0.44 )
2023						( 3.09 )			to						10.71						( 0.56 )
2022						( 3.67 )			to						6.96						( 0.70 )

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The impact associated with discounting is not significant. Because these auction prices are a less observable input, these instruments are classified as Level 3. The fair value of these instruments is derived from auction price differences between two locations. Positive values between two locations represent expected future reductions in congestion costs, whereas negative values between two locations represent expected future charges. Valuation of our CRRs is sensitive to a change in auction price. If auction prices at one location increase (decrease) relative to another location, this could result in a significantly higher (lower) fair value measurement. We summarize CRR volumes in Note 11.

Long-term, fixed-price electricity positions in 2022 that were valued using significant unobservable data were classified as Level 3 because the contract terms related to a delivery location or tenor for which observable market rate information was not available. The fair value of the net electricity positions classified as Level 3 was derived from a discounted cash flow model using market electricity forward price inputs. The range and weighted-average price of these inputs at December 31, 2022 were $ 33.45 to $ 274.70 and $ 85.64 , respectively. We summarize long-term, fixed-price electricity position volumes in Note 11.

Realized gains and losses associated with CRRs and long-term, fixed-price electricity positions, which are recoverable in rates, are recorded in Cost of Electric Fuel and Purchased Power on the Consolidated Statements of Operations. Because unrealized gains and losses are recorded as regulatory assets and liabilities, they do not affect earnings.

Other Sempra

The table below sets forth reconciliations of changes in the fair value of Sempra’s Support Agreement for the benefit of CFIN classified as Level 3 in the fair value hierarchy.

LEVEL 3 RECONCILIATIONS
(Dollars in millions)
			2023						2022						2021
Balance at January 1			$	17					$	7					$	3
Realized and unrealized gains (1)			15						19						11
Settlements			( 9 )						( 9 )						( 7 )
Balance at December 31 (2)			$	23					$	17					$	7
Change in unrealized gains relating to instruments still held at December 31			$	13					$	18					$	11

(1) Net gains are included in Interest Income and net losses are included in Interest Expense on Sempra’s Consolidated Statements of Operations.

(2)    Balance at December 31, 2023 and 2022 includes $ 7 in Other Current Assets and $ 16 and $ 10 , respectively, in Other Long-Term Assets. Balance at December 31, 2021 includes $ 7 in Other Current Assets, offset by a negligible amount in Deferred Credits and Other on Sempra’s Consolidated Balance Sheets.

The fair value of the Support Agreement, net of related guarantee fees, is based on a discounted cash flow model using a probability of default and survival methodology. Our estimate of fair value considers inputs such as third-party default rates, credit ratings, recovery rates, and risk-adjusted discount rates, which may be readily observable, market corroborated or generally unobservable inputs. Because CFIN’s credit rating and related default and survival rates are unobservable inputs that are significant to the valuation, the Support Agreement, net of related guarantee fees, is classified as Level 3. We assigned CFIN an internally developed credit rating of A3 and relied on default rate data published by Moody’s to assign a probability of default. A hypothetical change in the credit rating up or down one notch could result in a significant change in the fair value of the Support Agreement.

Fair Value of Financial Instruments

The fair values of certain of our financial instruments (cash, accounts receivable, amounts due to/from unconsolidated affiliates with original maturities of less than 90 days, dividends and accounts payable, short-term debt and customer deposits) approximate their carrying amounts because of the short-term nature of these instruments. Investments in life insurance contracts that we hold in support of our Supplemental Executive Retirement, Cash Balance Restoration and Deferred Compensation Plans are carried at cash surrender values, which represent the amount of cash that could be realized under the contracts. The following table provides the carrying amounts and fair values of certain other financial instruments that are not recorded at fair value on the Consolidated Balance Sheets.

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FAIR VALUE OF FINANCIAL INSTRUMENTS
(Dollars in millions)
			Carrying						Fair value
			amount						Level 1						Level 2						Level 3						Total
			December 31, 2023
Sempra:
Long-term note receivable (1)			$	334					$	—					$	—					$	318					$	318
Long-term amounts due to unconsolidated affiliates			312						—						283						—						283
Total long-term debt (2)			27,716						—						25,617						—						25,617
SDG&E:
Total long-term debt (3)			$	8,750					$	—					$	7,856					$	—					$	7,856
SoCalGas:
Total long-term debt (4)			$	6,759					$	—					$	6,442					$	—					$	6,442
			December 31, 2022
Sempra:
Long-term note receivable (1)			$	318					$	—					$	—					$	286					$	286
Long-term amounts due to unconsolidated affiliates			301						—						263						—						263
Total long-term debt (2)			24,513						—						21,549						—						21,549
SDG&E:
Total long-term debt (3)			$	7,800					$	—					$	6,726					$	—					$	6,726
SoCalGas:
Total long-term debt (4)			$	6,059					$	—					$	5,538					$	—					$	5,538

(1) Before allowances for credit losses of $ 6 and $ 7 at December 31, 2023 and 2022, respectively. Excludes unamortized transaction costs of $ 4 and $ 5 at December 31, 2023 and 2022, respectively.

(2) Before reductions of unamortized discount and debt issuance costs of $ 322 and $ 289 at December 31, 2023 and 2022, respectively, and excluding finance lease obligations of $ 1,340 and $ 1,343 at December 31, 2023 and 2022, respectively.

(3) Before reductions of unamortized discount and debt issuance costs of $ 89 and $ 70 at December 31, 2023 and 2022, respectively, and excluding finance lease obligations of $ 1,233 and $ 1,256 at December 31, 2023 and 2022, respectively.

(4) Before reductions of unamortized discount and debt issuance costs of $ 55 and $ 48 at December 31, 2023 and 2022, respectively, and excluding finance lease obligations of $ 107 and $ 87 at December 31, 2023 and 2022, respectively.

We provide the fair values for the securities held in the NDT related to SONGS in Note 15.

Sempra and SDG&E are authorized to issue up to 50,000,000 and 45,000,000 shares of preferred stock, respectively. At December 31, 2023 and 2022, SDG&E had no preferred stock outstanding. The rights, preferences, privileges and restrictions for any new series of preferred stock would be established by each company’s board of directors at the time of issuance. We discuss SoCalGas preferred stock below.

SEMPRA SERIES C PREFERRED STOCK

At December 31, 2023 and 2022, Sempra had 900,000 shares of 4.875 % fixed-rate reset cumulative redeemable perpetual preferred stock, series C (series C preferred stock) outstanding.

Liquidation Preference

Each share of series C preferred stock has a liquidation preference of $ 1,000 plus any accumulated and unpaid dividends (whether or not declared) on such share.

Redemption at the Option of Sempra

The shares of series C preferred stock are perpetual and have no maturity date. However, we may, at our option, redeem the series C preferred stock in whole or in part, from time to time, on any day during the period from and including the July 15 immediately preceding October 15, 2025 and October 15 of every fifth year after 2025 through and including such October 15 at a redemption price in cash equal to $ 1,000 per share. Additionally, in the event that a credit rating agency then publishing a rating for us makes

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certain amendments, clarifications or changes to the criteria it uses to assign equity credit to securities such as the series C preferred stock (Ratings Event), we may redeem the series C preferred stock, in whole but not in part, at any time within 120 days after the conclusion of any review or appeal process instituted by us following the occurrence of the Ratings Event or, if no such review or appeal process is available or sought, the occurrence of such Ratings Event, at a redemption price in cash equal to $ 1,020 per share ( 102 % of the liquidation preference per share).

Dividends

Dividends on the series C preferred stock, when, as and if declared by our board of directors or an authorized committee thereof, are payable in cash, on a cumulative basis, semi-annually in arrears. Dividends on the series C preferred stock will be cumulative whether or not:

▪ we have earnings;

▪ the payment of such dividends is then permitted under California law;

▪ such dividends are authorized or declared; and

▪ any agreements to which we are a party prohibit the current payment of dividends, including any agreement relating to our indebtedness.

We accrue dividends on the series C preferred stock on a monthly basis. The dividend rate from and including June 19, 2020 to, but excluding, October 15, 2025 is 4.875 % per annum of the $ 1,000 liquidation preference per share. The dividend rate will reset on October 15, 2025 and on October 15 of every fifth year after 2025 and, for each five-year period following such reset dates, will be a per annum rate equal to the Five-year U.S. Treasury Rate (as defined in the certificate of determination of preferences of the series C preferred stock) as of the second business day prior to such reset date, plus a spread of 4.550 %, of the $ 1,000 liquidation preference per share.

Voting Rights

The holders of series C preferred stock do not have any voting rights, except with respect to any authorization, creation or increase in the authorized amount of any class or series of capital stock ranking senior to the series C preferred stock, certain amendments to the terms of the series C preferred stock, in certain other limited circumstances and as otherwise specifically required by California law. In addition, whenever dividends on any shares of series C preferred stock have not been declared and paid or have been declared but not paid for three or more dividend periods, whether or not consecutive, the authorized number of directors on our board of directors will automatically be increased by two and the holders of the series C preferred stock, voting together as a single class with holders of any and all other outstanding series of preferred stock of equal rank having similar voting rights, will be entitled to elect two directors who satisfy certain requirements to fill such two newly created directorships. This voting right will terminate when all accumulated and unpaid dividends on the series C preferred stock have been paid in full and, upon such termination and the termination of the same voting rights of all other holders of outstanding series of preferred stock that have such voting rights, the term of office of each director elected pursuant to such rights will terminate and the authorized number of directors will automatically decrease by two, subject to the revesting of such rights in the event of each subsequent nonpayment.

Ranking

The series C preferred stock ranks, with respect to dividend rights and distribution rights upon our liquidation, winding-up or dissolution:

▪ senior to our common stock and each other class or series of our capital stock established in the future, unless the terms of such capital stock expressly provide otherwise;

▪ on parity with each class or series of our capital stock established in the future, if the terms of such capital stock provide that it ranks on parity with the series C preferred stock;

▪ junior to each class or series of our capital stock established in the future, if the terms of such capital stock provide that it ranks senior to the series C preferred stock;

▪ junior to our existing and future indebtedness and other liabilities; and

▪ structurally subordinated to all existing and future indebtedness and other liabilities of our subsidiaries and capital stock of our subsidiaries held by third parties.

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SEMPRA MANDATORY CONVERTIBLE PREFERRED STOCK

On January 15, 2021, we converted 17,250,000 shares of series A preferred stock into 27,562,050 shares of our common stock based on a conversion rate of 0.39945 shares of our common stock for each issued and outstanding share of series A preferred stock. As a consequence, no shares of series A preferred stock were outstanding after January 15, 2021 and the 17,250,000 shares that were formerly series A preferred stock have returned to the status of authorized and unissued shares of preferred stock.

As of July 15, 2021, we had converted, pursuant to either early conversions at the election of the holder or the mandatory conversion of all outstanding shares, all 5,750,000 shares of series B preferred stock into an aggregate of 8,513,440 shares of our common stock and a nominal amount of cash in lieu of fractional share interests, based on a conversion rate of 0.37015 shares of our common stock for each issued and outstanding share of series B preferred stock. As a consequence, no shares of series B preferred stock were outstanding after July 15, 2021 and the 5,750,000 shares that were formerly series B preferred stock have returned to the status of authorized and unissued shares of preferred stock.

SOCALGAS PREFERRED STOCK

SoCalGas is authorized to issue up to an aggregate of 11,000,000 shares of preferred stock, series preferred stock and preference stock. The table below presents preferred stock outstanding at SoCalGas:

PREFERRED STOCK OUTSTANDING
(Dollars in millions, except per share amounts)
			December 31,
			2023						2022
$ 25 par value, authorized 1,000,000 shares:
6 % Series, 79,011 shares outstanding			$	3					$	3
6 % Series A, 783,032 shares outstanding			19						19
SoCalGas - Total preferred stock			22						22
Less: 50,970 shares of the 6 % Series outstanding owned by PE			( 2 )						( 2 )
Sempra - Total preferred stock of subsidiary			$	20					$	20

None of SoCalGas’ outstanding preferred stock is callable, and no shares are subject to mandatory redemption.

All outstanding shares have one vote per share, cumulative preferences as to dividends and liquidation preferences of $ 25 per share plus any unpaid dividends.

In addition to the outstanding preferred stock above, SoCalGas’ articles of incorporation authorize 5,000,000 shares of series preferred stock and 5,000,000 shares of preference stock, both without par value and with cumulative preferences as to dividends and liquidation value. The preference stock would rank junior to all series of preferred stock and series preferred stock. Other rights and privileges of any new series of such stock would be established by the SoCalGas board of directors at the time of issuance.

The preferred stock at SoCalGas is presented at Sempra as NCI. Sempra records charges against income related to NCI for preferred dividends declared by SoCalGas.

COMMON STOCK

In May 2023, Sempra’s shareholders approved an amendment to Sempra’s Articles of Incorporation to increase the number of authorized shares of Sempra’s common stock from 750,000,000 to 1,125,000,000 .

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The following table provides common stock activity for the last three years.

COMMON STOCK ACTIVITY
			2023						2022						2021
Sempra:
Common shares outstanding, January 1			628,669,356						633,839,564						576,940,488
Conversion of mandatory convertible preferred stock			—						—						36,075,490
Shares issued under forward sale agreements			2,099,152						—						—
Shares issued in IEnova exchange offer			—						—						24,613,554
RSUs vesting (1)			941,910						914,444						1,373,832
Stock options exercised			—						81,260						101,342
Common stock investment plan (2)			1,730						—						—
Issuance of RSUs held in our Deferred Compensation Plan			132,178						130,026						204,476
Shares repurchased (3)			( 412,594 )						( 6,295,938 )						( 5,469,618 )
Common shares outstanding, December 31			631,431,732						628,669,356						633,839,564

(1) Includes dividend equivalents.

(2) Participants in the Direct Stock Purchase Plan may reinvest dividends to purchase newly issued shares.

(3) Includes shares repurchased under repurchase programs and shares withheld from LTIP participants to satisfy minimum statutory tax withholding requirements.

COMMON STOCK SPLIT IN THE FORM OF A STOCK DIVIDEND

On August 2, 2023, Sempra’s board of directors declared a two -for-one split of Sempra’s common stock in the form of a 100 % stock dividend for shareholders of record at the close of business on August 14, 2023. Each such shareholder of record received one additional share of Sempra common stock for every then-held share of Sempra common stock, which was distributed after the close of trading on August 21, 2023. Sempra’s common stock began trading on a post-split basis effective August 22, 2023. Sempra’s common stock continues to have no par value with 1,125,000,000 authorized shares.

Except as expressly noted, all share and per share information related to issued and outstanding common stock and outstanding equity awards with respect to common stock has been retroactively adjusted to reflect the stock split and is presented on a post-split basis herein.

COMMON STOCK OFFERING

On November 10, 2023, we completed the offering of 17,142,858 shares of our common stock, no par value, in a registered public offering at $ 70.00 per share ($ 68.845 per share after deducting underwriting discounts), pursuant to forward sale agreements with an affiliate of Morgan Stanley & Co. LLC and an affiliate of Citigroup Global Markets Inc. (the November 2023 forward purchasers). The shares offered pursuant to the forward sale agreements were borrowed by the underwriters and therefore are not newly issued shares. The underwriters of the offering partially exercised the option we granted them and purchased an additional 2,099,152 shares of common stock directly from us solely to cover overallotments. After the offering, including the issuance of shares pursuant to the exercise of the overallotment option, the aggregate shares of common stock sold in the offering totaled 19,242,010 . We received net proceeds of $ 144 million (net of underwriting discounts and equity issuance costs of $ 3 million) from the sale of shares to cover overallotments. We did not initially receive any proceeds from the sale of our common stock sold pursuant to the forward sale agreements. We used the net proceeds from the sale of the overallotment shares, and we expect to use the net proceeds from the sale of shares of our common stock pursuant to the forward sale agreements, to fund working capital and for other general corporate purposes, including to partly finance our long-term capital plan and to repay commercial paper and potentially other indebtedness.

As of February 27, 2024 a total of 17,142,858 shares of Sempra common stock from our November 2023 offering remains subject to future settlement under these forward sale agreements, which may be settled on one or more dates specified by us occurring no later than December 31, 2024, which is the final settlement date under the agreements. Although we expect to 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. The forward sale agreements are also subject to acceleration by the forward purchasers upon the occurrence of certain events.

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COMMON STOCK REPURCHASES

On July 6, 2020, our board of directors authorized the repurchase of shares of our common stock at any time and from time to time in an aggregate amount not to exceed the lesser of $ 2 billion or amounts spent to purchase no more than 25,000,000 shares. The board of directors did not adjust the 25,000,000 aggregate number of shares that could be repurchased or the number of shares remaining authorized to be repurchased under this repurchase authorization in connection with the two -for-one split of Sempra’s common stock in the form of a 100 % stock dividend effected in August 2023.

Beginning on November 17, 2021, we executed a series of open market repurchases for which we paid $ 300 million to repurchase shares of our common stock in the open market. The repurchases were completed on December 7, 2021 with an aggregate of 4,845,516 shares of Sempra common stock repurchased at a weighted-average purchase price of $ 61.92 per share, excluding commissions.

On January 11, 2022, we entered into an ASR program under which we prepaid $ 200 million to repurchase shares of our common stock in a share forward transaction. A total of 2,945,512 shares were purchased under this program at an average price of $ 67.90 per share. The total number of shares purchased was determined by dividing the $ 200 million purchase price by the arithmetic average of the volume-weighted average trading prices of shares of our common stock during the valuation period of January 12, 2022 through February 11, 2022, minus a fixed discount. The ASR program was completed on February 11, 2022.

On April 6, 2022, we entered into an ASR program under which we prepaid $ 250 million to repurchase shares of our common stock in a share forward transaction. A total of 2,943,914 shares were purchased under this program at an average price of $ 84.92 per share. The total number of shares purchased was determined by dividing the $ 250 million purchase price by the arithmetic average of the volume-weighted average trading prices of shares of our common stock during the valuation period of April 7, 2022 through April 25, 2022, minus a fixed discount. The ASR program was completed on April 25, 2022.

As of February 27, 2024, a maximum of $ 1.25 billion and no more than 19,632,529 shares may yet be purchased under the July 6, 2020 repurchase authorization.

In 2023, 2022 and 2021, we withheld 412,594 shares for $ 32 million, 406,512 shares for $ 28 million and 624,102 shares for $ 39 million, respectively, of our common stock that would otherwise be issued to LTIP participants who do not elect otherwise upon the vesting of RSUs and the exercise of stock options in an amount sufficient to satisfy minimum statutory tax withholding requirements. Such share withholding is considered a share repurchase for accounting purposes. These repurchases do not fall under the July 6, 2020 repurchase authorization.

NONCONTROLLING INTERESTS

Ownership interests in a consolidated entity that are held by unconsolidated owners are accounted for and reported as NCI.

The following table summarizes net income attributable to Sempra and transfers (to) from NCI, which shows the effects of changes in Sempra’s ownership interest in its subsidiaries on Sempra’s shareholders’ equity.

NET INCOME ATTRIBUTABLE TO SEMPRA AND TRANSFERS (TO) FROM NCI
(Dollars in millions)
			Years ended December 31,
			2023						2022						2021
Sempra:
Net income attributable to Sempra			$	3,075					$	2,139					$	1,318
Transfers (to) from NCI:
Increase in shareholders’ equity for purchases of NCI			—						—						1,415
(Decrease) increase in shareholders’ equity for sales of NCI			( 49 )						710						1,429
Net transfers (to) from NCI			( 49 )						710						2,844
Change from net income attributable to Sempra and transfers (to) from NCI			$	3,026					$	2,849					$	4,162

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SI Partners

Sale of NCI to ADIA. In June 2022, Sempra and ADIA consummated the transaction contemplated under a purchase and sale agreement dated December 21, 2021 (the ADIA Purchase Agreement). Pursuant to the ADIA Purchase Agreement, ADIA acquired Class A Units representing a 10 % NCI in SI Partners for a purchase price of $ 1.7 billion, including post-closing adjustments. As a result of this sale to ADIA, we recorded a $ 709 million increase in equity held by NCI and an increase in Sempra’s shareholders’ equity of $ 710 million, net of $ 12 million in transaction costs and $ 300 million income tax expense. Transaction costs include $ 10 million paid to ADIA for reimbursement of certain expenses that ADIA incurred in connection with closing the transaction.

Sale of NCI to KKR Pinnacle. In October 2021, Sempra and KKR Pinnacle consummated the transactions contemplated under a purchase and contribution agreement dated April 4, 2021 (as amended prior to closing, the KKR Pinnacle Purchase Agreement). Pursuant to the KKR Pinnacle Purchase Agreement, KKR Pinnacle acquired newly designated Class A Units representing a 20 % NCI in SI Partners for a purchase price of $ 3.4 billion, including post-closing adjustments. As a result of this sale, we recorded a $ 1.3 billion increase in equity held by NCI and an increase in Sempra’s shareholders’ equity of $ 1.4 billion, net of $ 173 million in transaction costs and $ 490 million income tax expense, including the tax effect of the sale and changes to a deferred income tax liability related to outside basis differences in SI Partners. Transaction costs include $ 149 million paid to KKR Pinnacle for reimbursement of certain expenses that KKR Pinnacle incurred in connection with closing the transaction.

Under the limited partnership agreement that governs our and KKR Pinnacle’s respective rights and obligations in respect of our and their ownership interests in SI Partners, KKR Pinnacle was entitled to a $ 200 million credit from Sempra to be applied to capital calls once an LNG project reached a positive final investment decision and met certain projected internal rates of return. In the year ended December 31, 2023, KKR Pinnacle used $ 200 million of this credit to fund its share of contributions to SI Partners. As a result, we recorded a $ 200 million increase in equity held by NCI and a decrease in Sempra’s shareholders’ equity of $ 145 million, net of a tax benefit.

Limited Partnership Agreement. KKR Pinnacle and ADIA (the Minority Partners) and Sempra are parties to a second amended and restated agreement of limited partnership of SI Partners (the LP Agreement), which governs rights and obligations in respect of ownership interests in SI Partners. Under the LP Agreement, matters are decided generally by majority vote and the managers designated by Sempra and the Minority Partners each, as a group, have voting power equivalent to the ownership percentage of their respective designating limited partner. Sempra maintains control of SI Partners. However, SI Partners and its controlled subsidiaries are prohibited from taking certain limited actions without the prior written approval of the Minority Partners (subject to each Minority Partner maintaining certain ownership thresholds in SI Partners). The minority protections held by ADIA constitute a subset of the minority protections granted to KKR Pinnacle.

The LP Agreement contains certain default remedies if Sempra, KKR Pinnacle or ADIA fails to fund any amounts required to be funded under the LP Agreement. The LP Agreement also requires that SI Partners distribute to Sempra and the Minority Partners at least 85% of distributable cash of SI Partners and its subsidiaries on a quarterly basis, subject to certain exceptions and reserves. Generally, distributions from SI Partners are made to Sempra and the Minority Partners on a pro rata basis in accordance with respective ownership interests in SI Partners. However, KKR Pinnacle is entitled to certain priority distributions in the event of material deviations between certain specified projected cash flows and actual cash flows. Additionally, the Minority Partners are entitled to certain priority distributions in the event a specified project that reaches a positive final investment decision does not have projected internal rates of return over a specified threshold or in the event Sempra has not made a positive final investment decision by a certain date on specified LNG projects that are under development.

Under the LP Agreement, SI Partners has two authorized classes of units, designated as “Class A Units” (which are common voting units) and “Sole Risk Interests.” If the Minority Partners approve our request that a project not be pursued jointly, or if the Minority Partners decide not to participate in any proposed project for which we nevertheless desire to make a positive final investment decision, we may proceed with such project either independently through a different investment vehicle or as a “Sole Risk Project” within SI Partners and receive Sole Risk Interests in respect thereof. Sole Risk Projects are separated from other SI Partners projects and are conducted at our sole cost, expense and liability and we receive, through the acquisition of Sole Risk Interests, any economic and other benefits from such projects. The Minority Partners are not entitled to any benefits or rights in respect of any Sole Risk Project. The Guaymas-El Oro segment of the Sonora pipeline currently constitutes a Sole Risk Project.

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SI Partners Subsidiaries

Sale of NCI to KKR Denali. In September 2023, an indirect subsidiary of SI Partners completed the sale of an indirect 60 % interest in an SI Partners subsidiary (resulting in an indirect 42 % NCI in the PA LNG Phase 1 project) to KKR Denali for aggregate cash consideration of $ 976 million, including post-closing adjustments. As a result of this sale, we recorded a $ 1.0 billion increase in equity held by NCI and a decrease in Sempra’s shareholders’ equity of $ 61 million, including $ 11 million in transaction costs and net of a $ 23 million tax benefit.

At the closing of the sale of NCI to KKR Denali, the associated limited liability company agreement was amended and restated to include KKR Denali as a member of such company and to set forth certain governance and other agreements with respect to the funding of the PA LNG Phase 1 project. Pursuant to the limited liability company agreement, (i) the indirect subsidiary of SI Partners (a) is the managing member; (b) exclusively holds the right to make decisions with respect to certain expansions, such as the potential PA LNG Phase 2 project; (c) has certain rights to preferential distributions from specified revenues and expansion true-up payments; and (d) through a parent entity that is a subsidiary of Sempra, bears a disproportionately higher allocation of certain capital contribution commitments in certain budgetary overrun scenarios, and (ii) KKR Denali has certain investor protection voting rights. The indirect subsidiary of SI Partners and KKR Denali have also made capital contribution commitments to fund their respective equity share of the equity funding amount of anticipated development costs of the PA LNG Phase 1 project, except in certain budget overrun scenarios.

Sale of NCI to ConocoPhillips Affiliate. In March 2023, an indirect subsidiary of SI Partners completed the sale of an indirect 30 % interest in an SI Partners subsidiary (resulting in an indirect 30 % NCI in the PA LNG Phase 1 project) to an affiliate of ConocoPhillips for aggregate cash consideration of $ 254 million, including post-closing adjustments. As a result of this sale, we recorded a $ 234 million increase in equity held by NCI and an increase in Sempra’s shareholders’ equity of $ 12 million, net of $ 3 million in transaction costs and $ 5 million in tax expense.

At the closing of the sale of NCI to the ConocoPhillips affiliate, the associated limited liability company agreement was amended and restated to include the ConocoPhillips affiliate as a member of such company and to set forth certain governance and other agreements with respect to the funding of the PA LNG Phase 1 project. Pursuant to the limited liability company agreement, such company will generally be managed by a board of managers, initially constituting three representatives appointed by the indirect subsidiary of SI Partners and two representatives appointed by the ConocoPhillips affiliate.

The indirect subsidiary of SI Partners and the ConocoPhillips affiliate have made certain customary capital contribution commitments to fund their respective pro rata equity share of the total anticipated capital calls for the equity portion of the anticipated development costs of the PA LNG Phase 1 project. In addition, both SI Partners and ConocoPhillips provided guarantees relating to their respective affiliate’s commitment to make its pro rata equity share of capital contributions to fund 110 % of the development budget of the PA LNG Phase 1 project, in an aggregate amount of up to $ 9.0 billion. SI Partners’ guarantee covers 70 % of this amount plus enforcement costs of its guarantee.

Purchases of NCI. In May 2021, we acquired 381,015,194 publicly owned shares of IEnova in exchange for 24,613,554 newly issued shares of our common stock upon completion of our exchange offer launched in the U.S. and Mexico, which increased our ownership interest in IEnova from 70.2 % to 96.4 %. Upon completing the exchange offer, Sempra’s common stock became listed on the Mexican Stock Exchange under the trading symbol SRE.MX. We acquired the IEnova shares at an exchange ratio of 0.0646 shares of our common stock for each one IEnova share. In connection with the exchange offer, we recorded a $ 1.4 billion decrease in equity held by NCI and an increase in Sempra’s shareholders’ equity of $ 1.4 billion, net of $ 12 million in transactions costs.

In September 2021, we acquired 51,014,545 publicly owned shares of IEnova for 4.0 billion Mexican pesos (approximately $ 202 million in U.S. dollars) in cash upon completion of our tender offer launched in the U.S. and Mexico in August 2021, which increased our ownership interest in IEnova from 96.4 % to 99.9 %. We acquired these IEnova shares at a price of 78.97 Mexican pesos per share (approximately $ 3.95 per share in U.S. dollars). In connection with the cash tender offer, we recorded a $ 188 million decrease in equity held by NCI and a decrease in Sempra’s shareholders’ equity of $ 17 million, including $ 4 million in transaction costs.

As a result of the increase in our ownership interest in IEnova, we recorded an increase in Sempra’s shareholders’ equity of $ 72 million offset by a deferred income tax asset related to the outside basis difference in IEnova’s shares. Upon completing the sale of a 20 % NCI in SI Partners to KKR Pinnacle in October 2021, which we discuss above, we recorded $ 72 million in net income tax expense related to the utilization of this deferred income tax asset.

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Following the exchange offer and the cash tender offer, IEnova’s shares were delisted from the Mexican Stock Exchange effective October 15, 2021. In connection with the delisting, we are maintaining a trust for the purpose of purchasing the 1,212,981 IEnova shares that remained publicly owned as of the completion of the cash tender offer for 78.97 Mexican pesos per share, the same price per share that was offered in our cash tender offer. The trust will remain in place through the date on which we acquire all the remaining publicly owned IEnova shares, subject to our ability to terminate it earlier and any maximum term under applicable Mexican law. As of February 20, 2024, an aggregate of 894,092 of the remaining publicly owned IEnova shares had been acquired by such trust.

In July 2021, Sempra Infrastructure acquired the remaining 17.5 % interest held by NCI in ICM Ventures Holdings B.V. for $ 7 million.

EARNINGS PER COMMON SHARE

Basic EPS is calculated by dividing earnings attributable to common shares by the weighted-average number of common shares outstanding for the period. Diluted EPS includes the potential dilution of common stock equivalent shares that could occur if securities or other contracts to issue common stock were exercised or converted into common stock.

EARNINGS PER COMMON SHARE COMPUTATIONS
(Dollars in millions, except per share amounts; shares in thousands)
			Years ended December 31,
			2023						2022						2021
Sempra:
Numerator:
Earnings attributable to common shares			$	3,030					$	2,094					$	1,254
Denominator:
Weighted-average common shares outstanding for basic EPS (1)			630,296						630,318						623,510
Dilutive effect of stock options and RSUs (2)			2,341						2,439						1,506
Dilutive effect of common shares sold forward			96						—						—
Dilutive effect of mandatory convertible preferred stock			—						—						1,057
Weighted-average common shares outstanding for diluted EPS			632,733						632,757						626,073
EPS:
Basic			$	4.81					$	3.32					$	2.01
Diluted			$	4.79					$	3.31					$	2.01

(1) Includes fully vested RSUs held in our Deferred Compensation Plan of 717 in 2023, 805 in 2022 and 907 in 2021. These fully vested RSUs are included in weighted-average common shares outstanding for basic EPS because there are no conditions under which the corresponding shares will not be issued.

(2) Due to market fluctuations of both Sempra common stock and the comparative indices used to determine the vesting percentage of our total shareholder return performance-based RSUs, which we discuss in Note 10, dilutive RSUs may vary widely from period-to-period.

The potentially dilutive impact from stock options and RSUs is calculated under the treasury stock method. Under this method, proceeds based on the exercise price and unearned compensation are assumed to be used to repurchase shares on the open market at the average market price for the period, reducing the number of potential new shares to be issued and sometimes causing an antidilutive effect. The computation of diluted EPS for 2023, 2022 and 2021 excludes potentially dilutive shares related to stock options and RSUs of 502,942 , 173,064 and 422,310 , respectively, because to include them would be antidilutive for the period. However, these shares could potentially dilute basic EPS in the future.

The potentially dilutive impact from the forward sale of our common stock pursuant to the forward sale agreements that we discuss above is reflected in our diluted EPS calculation using the treasury stock method. We anticipate there will be a dilutive effect on our EPS when the average market price of our common stock shares is above the applicable adjusted forward sale price, subject to increase or decrease based on the overnight bank funding rate, less a spread, and subject to decrease by amounts related to expected dividends on shares of our common stock during the term of the forward sale agreements. Additionally, if we decide to physically settle or net share settle the forward sale agreements, delivery of our shares to the forward purchasers on any such physical settlement or net share settlement of the forward sale agreements would result in dilution to our EPS.

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In 2021, the potentially dilutive impact from mandatory convertible preferred stock was calculated under the if-converted method until the mandatory conversion date. After the mandatory conversion date, the converted shares are included in weighted-average common shares outstanding for basic EPS. As we discuss in Note 13, we converted our series A preferred stock into common stock on January 15, 2021 and our series B preferred stock into common stock on July 15, 2021. The computation of diluted EPS for the year ended December 31, 2021 excludes potentially dilutive shares related to our mandatory convertible preferred stock of 4,544,234 because to include them would be antidilutive for the period.

SDG&E has a 20 % ownership interest in SONGS, a nuclear generating facility near San Clemente, California, which permanently ceased operations in June 2013 after an extended outage as a result of issues with the steam generators used in the facility. Edison, the majority owner and operator of SONGS, notified SDG&E that it had reached a decision to permanently retire SONGS and seek approval from the NRC to start the decommissioning activities for the entire facility. SONGS is subject to the jurisdiction of the NRC and the CPUC.

SDG&E, and each of the other owners, holds its undivided interest as a tenant in common in the property. Each owner is responsible for financing its share of costs. SDG&E’s share of operating expenses is included in Sempra’s and SDG&E’s Consolidated Statements of Operations.

NUCLEAR DECOMMISSIONING AND FUNDING

As a result of Edison’s decision to permanently retire SONGS Units 2 and 3, Edison began the decommissioning phase of the plant. Major decommissioning work began in 2020. We expect the majority of the decommissioning work to be completed around 2030. Decommissioning of Unit 1, removed from service in 1992, is largely complete. The remaining work for Unit 1 will be completed once Units 2 and 3 are dismantled and the spent fuel is removed from the site. The spent fuel is currently being stored on-site, until the DOE identifies a spent fuel storage facility and puts in place a program for the fuel’s disposal, as we discuss below. SDG&E is responsible for approximately 20 % of the total decommissioning cost.

In accordance with state and federal requirements and regulations, SDG&E has assets held in the NDT to fund its share of decommissioning costs for SONGS Units 1, 2 and 3. Amounts that were collected in rates for SONGS’ decommissioning are invested in the NDT, which is comprised of externally managed trust funds. Amounts held by the NDT are invested in accordance with CPUC regulations. SDG&E classifies debt and equity securities held in the NDT as available-for-sale. The NDT assets are presented on the Sempra and SDG&E Consolidated Balance Sheets at fair value with the offsetting credits recorded in noncurrent Regulatory Liabilities.

Except for the use of funds for the planning of decommissioning activities or NDT administrative costs, CPUC approval is required for SDG&E to access the NDT assets to fund SONGS decommissioning costs for Units 2 and 3. In December 2023, the CPUC granted SDG&E authorization to access NDT funds of up to $ 79 million for forecasted 2024 costs.

In September 2020, the IRS and the U.S. Department of the Treasury published final regulations that clarify the definition of “nuclear decommissioning costs,” which are costs that may be paid for or reimbursed from a qualified trust fund. The final regulations adopted most of the provisions of the proposed regulations issued in December 2016. The final regulations apply to taxable years ending on or after September 4, 2020 and confirm that the definition of “nuclear decommissioning costs” includes amounts related to the storage of spent nuclear fuel at both on-site and off-site ISFSIs.

The final regulations also clarify that costs incurred for ISFSIs that may be or are expected to be reimbursed by the DOE may be paid or reimbursed from a qualified trust fund. Accordingly, the final regulations allow SDG&E the option to access qualified trust funds to recover spent fuel storage costs before Edison reaches final settlement with the DOE regarding the DOE’s reimbursement of these costs. Historically, the DOE’s reimbursements of spent fuel storage costs have not resulted in timely or complete recovery of these costs. We discuss the DOE’s responsibility for spent nuclear fuel below.

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Nuclear Decommissioning Trusts

The following table shows the fair values and gross unrealized gains and losses for the securities held in the NDT on the Sempra and SDG&E Consolidated Balance Sheets. We provide additional fair value disclosures for the NDT in Note 12.

NUCLEAR DECOMMISSIONING TRUSTS
(Dollars in millions)
			Cost						Gross unrealized gains						Gross unrealized losses						Estimated fair value
			December 31, 2023
Short-term investments, primarily cash equivalents			$	21					$	—					$	—					$	21
Equity securities			89						225						( 2 )						312
Debt securities:
Debt securities issued by the U.S. Treasury and other U.S. government corporations and agencies (1)			50						2						( 1 )						51
Municipal bonds (2)			280						3						( 8 )						275
Other securities (3)			228						3						( 11 )						220
Total debt securities			558						8						( 20 )						546
Receivables (payables), net			( 7 )						—						—						( 7 )
Total			$	661					$	233					$	( 22 )					$	872
			December 31, 2022
Short-term investments, primarily cash equivalents			$	11					$	—					$	—					$	11
Equity securities			111						194						( 8 )						297
Debt securities:
Debt securities issued by the U.S. Treasury and other U.S. government corporations and agencies			40						1						( 1 )						40
Municipal bonds			283						1						( 14 )						270
Other securities			248						—						( 21 )						227
Total debt securities			571						2						( 36 )						537
Receivables (payables), net			( 4 )						—						—						( 4 )
Total			$	689					$	196					$	( 44 )					$	841

(1) Maturity dates are 2025-2054.

(2) Maturity dates are 2024-2062.

(3) Maturity dates are 2024-2072.

The following table shows the proceeds from sales of securities in the NDT and gross realized gains and losses on those sales.

SALES OF SECURITIES IN THE NUCLEAR DECOMMISSIONING TRUSTS
(Dollars in millions)
			Years ended December 31,
			2023						2022						2021
Proceeds from sales			$	592					$	639					$	961
Gross realized gains			27						18						67
Gross realized losses			( 14 )						( 20 )						( 5 )

Net unrealized gains and losses, as well as realized gains and losses that are reinvested in the NDT, are included in noncurrent Regulatory Liabilities on Sempra’s and SDG&E’s Consolidated Balance Sheets. We determine the cost of securities in the trusts on the basis of specific identification.

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ASSET RETIREMENT OBLIGATION

The present value of SDG&E’s ARO related to decommissioning costs for all three SONGS units was $ 504 million at December 31, 2023 and is based on a cost study prepared in 2020 that is pending CPUC approval. SDG&E expects to receive a proposed decision in the first half of 2024. The ARO for Units 2 and 3 reflects the acceleration of the start of decommissioning of these units as a result of the early closure of the plant. We expect SDG&E’s undiscounted SONGS decommissioning payments to be $ 109 million in 2024, $ 46 million in 2025, $ 52 million in 2026, $ 32 million in 2027, $ 23 million in 2028, and $ 663 million thereafter.

U.S. DEPARTMENT OF ENERGY NUCLEAR FUEL DISPOSAL

Spent nuclear fuel from SONGS is currently stored on-site in an ISFSI licensed by the NRC. The ISFSI will operate until 2051, when it is assumed that the DOE will have taken custody of all the SONGS spent fuel. The ISFSI would then be decommissioned, and the site restored to its original environmental state. Until then, SONGS owners are responsible for interim storage of spent nuclear fuel at SONGS.

The Nuclear Waste Policy Act of 1982 made the DOE responsible for accepting, transporting, and disposing of spent nuclear fuel. However, it is uncertain when the DOE will begin accepting spent nuclear fuel from SONGS. This delay will lead to increased costs for spent fuel storage. In November 2019, Edison filed a claim for spent fuel management costs in the U.S. Court of Federal Claims for the time period from January 2017 through July 2018, which is pending DOE approval. It is unclear when Edison will pursue litigation claims for spent fuel management costs incurred on or after August 1, 2018. SDG&E will continue to support Edison in its pursuit of claims on behalf of the SONGS co-owners against the DOE for its failure to timely accept the spent nuclear fuel.

NUCLEAR INSURANCE

SDG&E and the other owners of SONGS have insurance to cover claims from nuclear liability incidents arising at SONGS. Currently, this insurance provides $ 450 million in coverage limits, the maximum amount available, including coverage for acts of terrorism. In addition, the Price-Anderson Act provides an additional $ 110 million of coverage. If a nuclear liability loss occurs at SONGS and exceeds the $ 450 million insurance limit, this additional coverage would be available to provide a total of $ 560 million in coverage limits per incident.

The SONGS owners have nuclear property damage insurance of $ 130 million, which exceeds the minimum federal requirement of $ 50 million. This insurance coverage is provided through NEIL. The NEIL policies have specific exclusions and limitations that can result in reduced coverage. Insured members as a group are subject to retrospective premium assessments to cover losses sustained by NEIL under all issued policies. SDG&E could be assessed up to $ 2 million of retrospective premiums based on overall member claims.

The nuclear property insurance program includes an industry aggregate loss limit for non-certified acts of terrorism (as defined by the Terrorism Risk Insurance Act) of $ 3.24 billion. This is the maximum amount that will be paid to insured members who suffer losses or damages from these non-certified terrorist acts.

LEGAL PROCEEDINGS

We accrue losses for a legal proceeding when it is probable that a loss has been incurred and the amount of the loss can be reasonably estimated. However, the uncertainties inherent in legal proceedings make it difficult to reasonably estimate the costs and effects of resolving these matters. Accordingly, actual costs incurred may differ materially from amounts accrued, may exceed, and in some cases have exceeded, applicable insurance coverage and could materially adversely affect our business, results of operations, financial condition, cash flows and/or prospects. Unless otherwise indicated, we are unable to reasonably estimate possible losses or a range of losses in excess of any amounts accrued.

At December 31, 2023, loss contingency accruals for legal matters that are probable and estimable were $ 55 million for Sempra, including $ 30 million for SoCalGas. We discuss our policy regarding accrual of legal fees in Note 1.

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SDG&E

City of San Diego Franchise Agreement

In 2021, two lawsuits were filed in the California Superior Court challenging various aspects of the natural gas and electric franchise agreements granted by the City of San Diego to SDG&E. Both lawsuits ultimately sought to void the franchise agreements. In one of the cases, judgment was granted in favor of SDG&E and the City of San Diego, and the plaintiff in that case has appealed. In the second case, the court ruled in favor of SDG&E and the City of San Diego, upholding all terms of the franchise agreements, except for the two-thirds City Council vote requirement for termination if the City decides to terminate under certain circumstances. Under the court’s ruling, the City can instead terminate on a majority vote, so long as it satisfies repayment provisions under the franchise agreements. This matter is subject to a motion for reconsideration.

SoCalGas

Aliso Canyon Natural Gas Storage Facility Gas Leak

From October 23, 2015 through February 11, 2016, SoCalGas experienced a natural gas leak from one of the injection-and-withdrawal wells, SS25, at its Aliso Canyon natural gas storage facility in Los Angeles County.

Litigation. In September 2021, SoCalGas and Sempra entered into an agreement with counsel to resolve approximately 390 lawsuits including approximately 36,000 plaintiffs (the Individual Plaintiffs) then pending against SoCalGas and Sempra related to the Leak for a payment of up to $ 1.8 billion. Over 99 % of the Individual Plaintiffs participated and submitted valid releases, and SoCalGas paid $ 1.79 billion in 2022 under the agreement. The Individual Plaintiffs who did not participate in the settlement (the Non-Settling Individual Plaintiffs) are able to continue to pursue their claims. In October 2023, the LA Superior Court ordered the cases of 233 Non-Settling Individual Plaintiffs who did not respond to discovery requests to be dismissed; as of February 20, 2024, there are approximately 100 Non-Settling Individual Plaintiffs remaining. In addition, as of February 20, 2024, new lawsuits related to the Leak on behalf of approximately 413 new plaintiffs have been filed against SoCalGas and Sempra since the September 2021 settlement.

The Non-Settling Individual Plaintiffs’ cases and new plaintiffs’ cases are coordinated before a single court in the LA Superior Court for pretrial management under a consolidated master complaint filed in November 2017, with one plaintiff’s case proceeding under a separate complaint. Both the consolidated master complaint and the separate complaint assert negligence, negligence per se, strict liability, negligent and intentional infliction of emotional distress and fraudulent concealment. The consolidated master complaint asserts additional causes of action for private and public nuisance (continuing and permanent), trespass, inverse condemnation, loss of consortium and wrongful death against SoCalGas and Sempra. The separate complaint asserts an additional cause of action for assault and battery. Both complaints seek compensatory and punitive damages for personal injuries, lost wages and/or lost profits, costs of future medical monitoring, and attorneys’ fees. The consolidated master complaint also seeks property damage and diminution in property value, injunctive relief and civil penalties.

Litigation – Resolved. Four shareholder derivative actions were filed alleging breach of fiduciary duties against certain officers and certain directors of Sempra and/or SoCalGas. Three of the four shareholder derivative actions were joined in an Amended Consolidated Shareholder Derivative Complaint filed in the same coordinated proceeding in the LA Superior Court, which was dismissed with prejudice in January 2021, and in June 2023, the Court of Appeal of the State of California Second Appellate District Division Five affirmed the dismissal. The LA Superior Court dismissed the remaining fourth action with prejudice in November 2022. Plaintiffs appealed this dismissal, but in October 2023, abandoned the appeal; as a result, the dismissal is final. All shareholder derivative actions have now been definitively resolved.

Regulatory Proceeding. In February 2017, the CPUC opened proceeding SB 380 OII to determine the feasibility of minimizing or eliminating the use of the Aliso Canyon natural gas storage facility while still maintaining energy and electric reliability for the region, but excluding issues with respect to air quality, public health, causation, culpability or cost responsibility regarding the Leak. The first phase of the proceeding established a framework for the hydraulic, production cost and economic modeling assumptions for the potential reduction in usage or elimination of the Aliso Canyon natural gas storage facility, as well as evaluating the impacts of reducing or eliminating the Aliso Canyon natural gas storage facility using the established framework and models. The next phase of the proceeding included engaging a consultant to analyze alternative means for meeting or avoiding the demand for the facility’s services if it were eliminated in either the 2027 or 2035 timeframe, and to address potential implementation of alternatives to the Aliso Canyon natural gas storage facility if the CPUC determines that the Aliso Canyon natural gas storage facility should be permanently closed. The CPUC also added all California IOUs as parties to the proceeding and encouraged all load serving entities in the Los Angeles Basin to join the proceeding.

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In November 2021, the CPUC issued a decision on the interim range of gas inventory levels at the Aliso Canyon natural gas storage facility, setting an interim range of gas inventory levels of up to 41.16 Bcf. In August 2023, the CPUC issued a decision approving a new interim range of gas inventory levels of up to 68.6 Bcf. The CPUC may issue future changes to this interim range of authorized gas inventory levels before issuing a final decision within the SB 380 OII proceeding.

At December 31, 2023, the Aliso Canyon natural gas storage facility had a net book value of $ 1.0 billion. If the Aliso Canyon natural gas storage facility were to be permanently closed or if future cash flows from its operation were otherwise insufficient to recover its carrying value, we may record an impairment of the facility, which could be material, and natural gas reliability and electric generation could be jeopardized.

Regulatory Proceeding – Resolved. In June 2019, the CPUC opened an OII (the Leak OII) to investigate and consider, among other things, whether SoCalGas should be sanctioned for the Leak and what damages, fines or other penalties, should be imposed for any violations, unreasonable or imprudent practices or failure to cooperate sufficiently with SED, as well as to determine the amount of various costs incurred by SoCalGas and other parties in connection with the Leak and the ratemaking treatment or other disposition of such costs. In October 2022, SoCalGas executed a settlement agreement with SED and the Public Advocates Office at the CPUC to resolve all aspects of the Leak OII. The settlement agreement provides for financial penalties, certain costs that SoCalGas will reimburse, a violation of California Public Utilities Code section 451, and that SoCalGas will not seek recovery from ratepayers for costs previously incurred, among other provisions. In September 2023, the CPUC issued a final decision approving the settlement agreement.

Accounting and Other Impacts. SoCalGas recorded total charges of $ 259 million ($ 199 million after tax) and $ 1.59 billion ($ 1.15 billion after tax) in the years ended December 31, 2022 and 2021, respectively, in Aliso Canyon Litigation and Regulatory Matters on the SoCalGas and Sempra Consolidated Statements of Operations related to the litigation and regulatory proceedings associated with the Leak.

At December 31, 2023, $ 31 million is accrued in Reserve for Aliso Canyon Costs and $ 2 million is accrued in Deferred Credits and Other on SoCalGas’ and Sempra’s Consolidated Balance Sheets. These accruals do not include any amounts in excess of what has been reasonably estimated to resolve certain matters that we describe in “Litigation” above, nor any amounts that may be necessary to resolve threatened litigation, other potential litigation or other costs. We are not able to reasonably estimate the possible loss or a range of possible losses in excess of the amounts accrued, which could be significant and could have a material adverse effect on SoCalGas’ and Sempra’s results of operations, financial condition, cash flows and/or prospects.

Other Sempra

Energía Costa Azul

We describe below certain land disputes and permit challenges affecting our ECA Regas Facility. Certain of these land disputes involve land on which portions of the ECA LNG liquefaction facilities under construction and in development are expected to be situated or on which portions of the ECA Regas Facility that would be necessary for the operation of such ECA LNG liquefaction facilities are situated. One or more unfavorable final decisions on these disputes or challenges could materially adversely affect our existing natural gas regasification operations and proposed natural gas liquefaction projects at the site of the ECA Regas Facility and have a material adverse effect on Sempra’s business, results of operations, financial condition, cash flows and/or prospects.

Land Disputes. Sempra Infrastructure has been engaged in a long-running land dispute with a claimant relating to property adjacent to its ECA Regas Facility that allegedly overlaps with land owned by the ECA Regas Facility (the facility, however, is not situated on the land that is the subject of this dispute), as follows:

▪ The claimant to the adjacent property filed complaints in the federal Agrarian Court challenging the refusal of SEDATU in 2006 to issue title to him for the disputed property. In November 2013, the federal Agrarian Court ordered that SEDATU issue the requested title to the claimant and cause it to be registered. Both SEDATU and Sempra Infrastructure challenged the ruling due to lack of notification of the underlying process. In May 2019, a federal court in Mexico reversed the ruling and ordered a retrial, which is pending resolution.

▪ In a separate proceeding, the claimant filed suit to reinitiate an administrative procedure at SEDATU to obtain the property title that, as described above, had previously been issued in a ruling by the federal Agrarian Court and subsequently reversed by a federal court in Mexico. In April 2021, the proceeding in the Agrarian Court concluded with the court ordering that the administrative procedure be restarted. The administrative procedure at SEDATU may continue if SEDATU decides to reopen the matter.

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In addition, the plaintiff filed a claim in the federal Agrarian Court that seeks to annul the property title for a portion of the land on which the ECA Regas Facility is situated and to obtain possession of a different parcel that allegedly overlaps with the site of the ECA Regas Facility. The proceeding, which seeks an order that SEDATU annul the ECA Regas Facility’s competing property title, was initiated in 2006 and, in July 2021, a decision was issued in favor of the ECA Regas Facility. The plaintiff appealed and, in February 2022, the appellate court confirmed the ruling in favor of the ECA Regas Facility and dismissed the appeal. The plaintiff filed a federal appeal against the appellate court ruling. A ruling from the Federal Collegiate Circuit Court is pending.

Environmental and Social Impact Permits. Several administrative challenges are pending before Mexico’s Secretariat of Environment and Natural Resources (the Mexican environmental protection agency) and Federal Tax and Administrative Courts, seeking revocation of the environmental impact authorization issued to the ECA Regas Facility in 2003. These cases generally allege that the conditions and mitigation measures in the environmental impact authorization are inadequate and challenge findings that the activities of the terminal are consistent with regional development guidelines.

In 2018 and 2021, three related claimants filed separate challenges in the federal district court in Ensenada, Baja California seeking revocation of the environmental and social impact permits issued by each of ASEA and SENER to ECA LNG authorizing natural gas liquefaction activities at the ECA Regas Facility, as follows:

▪ In the first case, the court issued a provisional injunction against the permits in September 2018. In December 2018, ASEA approved modifications to the environmental permit that facilitate the development of the proposed natural gas liquefaction facility in two phases. In May 2019, the court canceled the provisional injunction. The claimant appealed the court’s decision to cancel the injunction but was not successful. The lower court’s ruling was favorable to the ECA Regas Facility, as the court determined that no harm has been caused to the plaintiff and dismissed the lawsuit. The claimant appealed and the appellate court’s ruling is pending.

▪ In the second case, the initial request for a provisional injunction against the permits was denied. That decision was reversed on appeal in January 2020, resulting in the issuance of a new injunction against the permits that were issued by ASEA and SENER. This injunction has uncertain application absent clarification by the court. The claimants petitioned the court to rule that construction of natural gas liquefaction facilities violated the injunction and, in February 2022, the court ruled in favor of the ECA Regas Facility, holding that the natural gas liquefaction construction activities did not violate the injunction. The claimants appealed this ruling but were not successful. The lower court’s ruling was favorable to the ECA Regas Facility, as the court determined that no harm has been caused to the plaintiffs and dismissed the lawsuit. The claimants appealed and the appellate court’s ruling is pending.

▪ In the third case, a group of residents filed a complaint in June 2021 against various federal and state authorities alleging deficiencies in the public consultation process for the issuance of the permits. The request for an initial injunction was denied. The claimants appealed this ruling but were not successful. The lower court’s ruling was favorable to the ECA Regas Facility, as the court determined that no harm has been caused to the plaintiffs and dismissed the lawsuit. The claimants appealed and the appellate court’s ruling is pending.

Port Arthur LNG

The PA LNG Phase 1 project holds two Clean Air Act, Prevention of Significant Deterioration permits issued by the TCEQ, which we refer to as the “2016 Permit” and the “2022 Permit.” The 2022 Permit also governs emissions for the proposed PA LNG Phase 2 project.

In November 2023, a panel of the U.S. Court of Appeals for the Fifth Circuit issued a decision to vacate and remand the 2022 Permit to the TCEQ for additional explanation of the agency’s permit decision. In February 2024, the court withdrew its opinion pending a determination by the Supreme Court of Texas as to the proper standard to be applied by the TCEQ. The 2022 Permit remains effective during the Supreme Court’s review. The 2016 Permit was not the subject of, and is unaffected by, the court’s decision. Construction of the PA LNG Phase 1 project is proceeding uninterrupted under existing permits, and we do not currently anticipate material impacts to the PA LNG Phase 1 project cost, schedule or expected commercial operations at this stage.

Litigation Related to Regulatory and Other Actions by the Mexican Government

Amendments to Mexico’s Electricity Industry Law. In March 2021, the Mexican government published a decree with amendments to Mexico’s Electricity Industry Law that include some public policy changes, including establishing priority of dispatch for CFE plants over privately owned plants. The decree further purports to permit the CRE to revoke self-supply permits granted under the former electricity law, which were grandfathered when the new Electricity Industry Law was enacted, if it considers them to have been obtained improperly. According to the decree, these amendments were to become effective in March 2021, and SENER, the CRE and Centro Nacional de Control de Energía (Mexico’s National Center for Energy Control) were to have 180 calendar days to modify, as necessary, all resolutions, policies, criteria, manuals and other regulations applicable to the power industry to conform with this decree. Numerous legal actions were taken against the decree, which resulted in Mexican courts issuing a suspension of the decree later in March 2021, pending resolution of such actions.

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In April 2022, the Mexican Supreme Court resolved an action of unconstitutionality filed by a group of senators against the amended Electricity Industry Law. The super majority needed to find the amendment unconstitutional was not reached and the proceeding was therefore dismissed, leaving the amended Electricity Industry Law in place. However, the Court nevertheless found certain of the amendments, including the priority of dispatch for the CFE and other provisions that granted preference to the CFE over private companies, were invalid.

In January 2024, the Second Chamber of the Mexican Supreme Court definitively resolved an amparo in a separate case brought by a third party and ruled that certain provisions of the amendments of the Electricity Industry Law are unconstitutional, including the priority of dispatch for the CFE and other provisions that granted preference to the CFE over private companies. The Court also dismissed an amparo relating to the provision of the decree applicable to self-supply permits granted under the former electricity law, and established that its decision will apply generally over all participants.

Sempra Infrastructure filed three lawsuits challenging the amendments to the Electricity Industry Law, including one concerning the provision permitting revocation of self-supply permits deemed improperly obtained. In each of them, Sempra Infrastructure obtained a favorable judgment in the lower court, all of which were challenged by the CRE. Final resolution is pending in the Second Collegiate Court. That court must follow the criteria established by the Mexican Supreme Court in January 2024, which would require dismissal of the lawsuit challenging the provision permitting revocation of self-supply permits. In such case, the CRE may be required to seek to revoke such self-supply permits, under a legal standard that is ambiguous and not well defined under the law. Sempra Infrastructure supplies power pursuant to self-supply permits, and would be permitted to file amparos challenging the constitutionality of any such action. If such self-supply permits are revoked, it may result in increased costs for Sempra Infrastructure and for its power consumers, adversely affect our ability to develop new projects, result in decreased revenues and cash flows, and negatively impact our ability to recover the carrying values of our investments in Mexico, any of which could have a material adverse effect on Sempra’s business, results of operations, financial condition, cash flows and/or prospects.

Sonora Pipeline – Resolved

Guaymas-El Oro Segment. Sempra Infrastructure’s Sonora natural gas pipeline consists of two segments, the Sasabe-Puerto Libertad-Guaymas segment and the Guaymas-El Oro segment. Each segment has its own service agreement with the CFE. In 2015, the Yaqui tribe, with the exception of some members living in the Bácum community, granted its consent and a right-of-way easement agreement for the construction of the Guaymas-El Oro segment of the Sonora natural gas pipeline that crosses its territory. Representatives of the Bácum community filed a legal challenge in Mexican federal court demanding the right to withhold consent for the project, resulting in a suspension order in 2016 that prohibited construction through the Bácum community territory. Because Sempra Infrastructure did not believe the 2016 suspension order prohibited construction in the remainder of the Yaqui territory, construction was completed, and commercial operations began in May 2017.

Following the start of commercial operations, Sempra Infrastructure reported damage to the Guaymas-El Oro segment in the Yaqui territory that has made that section inoperable since August 2017 and, as a result, Sempra Infrastructure declared a force majeure event. In 2017, an appellate court ruled that the scope of the 2016 suspension order encompassed the wider Yaqui territory, which has prevented Sempra Infrastructure from making repairs to put the pipeline back in service. In July 2019, a federal district court ruled in favor of Sempra Infrastructure and held that the Yaqui tribe was properly consulted and that consent from the Yaqui tribe was properly received. Representatives of the Bácum community appealed this decision, causing the suspension order preventing Sempra Infrastructure from repairing the damage to the Guaymas-El Oro segment to remain in place until the appeals process was exhausted. Following a request by the CFE to dismiss the appeal based on the plan to re-route the portion of the pipeline that is in the Yaqui territory, in December 2022, the court of appeals reversed the federal district court’s ruling and ordered the district court to issue a new ruling that takes into account the planned re-routing of the pipeline. In February 2023, the district court issued a new ruling and resolved to dismiss the case, which was not appealed and, in March 2023, the district court declared that the case was definitively concluded.

RBS Sempra Commodities – Resolved

Sempra holds an equity method investment in RBS Sempra Commodities, a limited liability partnership in the process of being liquidated. In 2015, liquidators filed a claim in the High Court of Justice against RBS (now NatWest Markets plc, our partner in the JV) and Mercuria Energy Europe Trading Limited (the Defendants) on behalf of 10 companies (the Liquidating Companies) that engaged in carbon credit trading via chains that included a company that traded directly with RBS Sempra Energy Europe, a subsidiary of RBS Sempra Commodities. The claim alleged that the Defendants’ participation in the purchase and sale of carbon credits resulted in the Liquidating Companies’ carbon credit trading transactions creating a VAT liability they were unable to pay, and that the Defendants were liable to provide for equitable compensation due to dishonest assistance and compensation under the U.K. Insolvency Act of 1986. Trial on the matter was held in 2018. In March 2020, the High Court of Justice rendered its

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judgment mostly in favor of the Liquidating Companies and awarded damages of approximately £ 45 million (approximately $ 57 million in U.S. dollars at December 31, 2023), plus costs and interest. In October 2020, the High Court of Justice assessed costs and interest to be approximately £ 21 million (approximately $ 27 million in U.S. dollars at December 31, 2023) as of that date, with interest continuing to accrue. The Defendants appealed and, in May 2021, the Court of Appeal set aside the High Court of Justice’s decision and ordered a retrial. In July 2022, the Supreme Court of the U.K. denied the Liquidating Companies application for permission to appeal the Court of Appeal’s decision. In January 2024, the parties settled the Liquidating Companies’ claim against the Defendants; our share of such settlement is approximately £ 7.9 million (approximately $ 10 million in U.S. dollars at December 31, 2023).

We recorded $ 100 million in equity losses from our investment in RBS Sempra Commodities in Equity Earnings on Sempra’s Consolidated Statement of Operations in 2020, which represented an estimate of our obligations to settle pending VAT matters and related legal costs. In 2021, we reduced this estimate by $ 50 million based on a related settlement with HMRC on the First-Tier Tribunal case and revised assumptions on the High Court of Justice case. For the year ended December 31, 2023, we reduced this estimate by an additional $ 40 million based on the settlement reached with the Liquidating Companies in January 2024.

Asbestos Claims Against EFH Subsidiaries

Certain EFH subsidiaries that we acquired as part of the merger of EFH with an indirect subsidiary of Sempra were defendants in personal injury lawsuits brought in state courts throughout the U.S. These cases alleged illness or death as a result of exposure to asbestos in power plants designed and/or built by companies whose assets were purchased by predecessor entities to the EFH subsidiaries, and generally assert claims for product defects, negligence, strict liability and wrongful death. They sought compensatory and punitive damages. As of February 20, 2024, no lawsuits are pending. Additionally, approximately 28,000 proofs of claim were filed, but not discharged, in advance of a December 2015 deadline to file a proof of claim in the EFH bankruptcy proceeding on behalf of persons who allege exposure to asbestos under similar circumstances and assert the right to file such lawsuits in the future. The costs to defend or resolve such claims and the amount of damages that may be incurred could have a material adverse effect on Sempra’s results of operations, financial condition, cash flows and/or prospects.

Ordinary Course Litigation

We are also defendants in ordinary routine litigation incidental to our businesses, including personal injury, employment litigation, product liability, property damage and other claims. Juries have demonstrated an increasing willingness to grant large awards, including punitive damages, in these types of cases.

LEASES

A lease exists when a contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. We determine if an arrangement is or contains a lease at inception of the contract.

Some of our lease agreements contain nonlease components, which represent activities that transfer a separate good or service to the lessee. As the lessee for both operating and finance leases, we have elected to combine lease and nonlease components as a single lease component for real estate, fleet vehicles, helicopters, power generating facilities and pipelines, whereby fixed or in-substance fixed payments allocable to the nonlease component are accounted for as part of the related lease liability and ROU asset. As the lessor, we have elected to combine lease and nonlease components as a single lease component for refined products terminals if the timing and pattern of transfer of the lease and nonlease components are the same and the lease component would be classified as an operating lease if accounted for separately.

Lessee Accounting

We have operating and finance leases for real and personal property (including office space, land, fleet vehicles, helicopters, machinery and equipment, warehouses and other operational facilities) and PPAs with renewable energy, energy storage and peaker plant facilities.

Some of our leases include options to extend the lease terms for up to 25 years, or to terminate the lease within one year . Our lease liabilities and ROU assets are based on lease terms that may include such options when it is reasonably certain that we will exercise the option.

Certain of our contracts are short-term leases, which have a lease term of 12 months or less at lease commencement. We do not recognize a lease liability or ROU asset arising from short-term leases for all existing classes of underlying assets. In such cases, we recognize short-term lease costs on a straight-line basis over the lease term. Our short-term lease costs for the period reasonably reflect our short-term lease commitments.

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Certain of our leases contain escalation clauses requiring annual increases in rent ranging from 2 % to 7 % or based on the Consumer Price Index. The rentals payable under these leases may increase by a fixed amount each year or by a percentage of a base year. Variable lease payments that are based on an index or rate are included in the initial measurement of our lease liability and ROU asset based on the index or rate at lease commencement and are not remeasured because of changes to the index or rate. Rather, changes to the index or rate are treated as variable lease payments and recognized in the period in which the obligation for those payments is incurred.

Similarly, PPAs for the purchase of renewable energy at SDG&E require lease payments based on a stated rate per MWh produced by the facilities, and we are required to purchase substantially all the output from the facilities. SDG&E is required to pay additional amounts for capacity charges and actual purchases of energy that exceed the minimum energy commitments. Under these contracts, we do not recognize a lease liability or ROU asset for leases for which there are no fixed lease payments. Rather, these variable lease payments are recognized separately as variable lease costs. SDG&E estimates these variable lease payments to be $ 297 million in 2024, $ 296 million in 2025, $ 290 million in 2026, $ 289 million in 2027, $ 290 million in 2028 and $ 2.2 billion thereafter.

As of the lease commencement date, we recognize a lease liability for our obligation to make future lease payments, which we initially measure at present value using our incremental borrowing rate at the date of lease commencement, unless the rate implicit in the lease is readily determinable. We determine our incremental borrowing rate based on the rate of interest that we would have to pay to borrow, on a collateralized basis over a similar term, an amount equal to the lease payments in a similar economic environment. We also record a corresponding ROU asset, initially equal to the lease liability and adjusted for lease payments made at or before lease commencement, lease incentives, and any initial direct costs. We test ROU assets for recoverability whenever events or changes in circumstances have occurred that may affect the recoverability or the estimated useful lives of the ROU assets.

For our operating leases, our non-regulated entities recognize a single lease cost on a straight-line basis over the lease term in operating expenses. SDG&E and SoCalGas recognize this single lease cost on a basis that is consistent with the recovery of such costs in accordance with U.S. GAAP governing rate-regulated operations.

For our finance leases, the interest expense on the lease liability and amortization of the ROU asset are accounted for separately. Our non-regulated entities use the effective interest rate method to account for the imputed interest on the lease liability and amortize the ROU asset on a straight-line basis over the lease term. SDG&E and SoCalGas recognize amortization of the ROU asset on a basis that is consistent with the recovery of such costs in accordance with U.S. GAAP governing rate-regulated operations.

Our leases do not contain any material residual value guarantees, restrictions or covenants.

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Classification of ROU assets and lease liabilities and the weighted-average remaining lease term and discount rate associated with operating and finance leases are summarized in the table below.

LESSEE INFORMATION ON THE CONSOLIDATED BALANCE SHEETS
(Dollars in millions)
			Sempra												SDG&E												SoCalGas
			December 31,
			2023						2022						2023						2022						2023						2022
ROU assets:
Operating leases:
ROU assets			$	723					$	655					$	368					$	281					$	29					$	42
Finance leases:
PP&E			1,585						1,529						1,412						1,395						173						133
Accumulated depreciation			( 246 )						( 186 )						( 179 )						( 140 )						( 66 )						( 46 )
PP&E, net			1,339						1,343						1,233						1,255						107						87
Total ROU assets			$	2,062					$	1,998					$	1,601					$	1,536					$	136					$	129
Lease liabilities:
Operating leases:
Other current liabilities (1)			$	70					$	53					$	50					$	32					$	10					$	11
Deferred credits and other (2)			599						528						325						249						18						29
			669						581						375						281						28						40
Finance leases:
Current portion of long-term debt and finance leases			64						57						41						39						23						18
Long-term debt and finance leases			1,276						1,286						1,192						1,217						84						69
			1,340						1,343						1,233						1,256						107						87
Total lease liabilities			$	2,009					$	1,924					$	1,608					$	1,537					$	135					$	127
Weighted-average remaining lease term (in years):
Operating leases			13						14						10						11						3						4
Finance leases			15						16						16						17						6						6
Weighted-average discount rate:
Operating leases (3)			6.64		%				6.21		%				4.52		%				4.06		%				4.54		%				1.80		%
Finance leases			13.80		%				14.04		%				14.18		%				14.35		%				4.94		%				4.14		%

(1) Includes $ 18 and $ 8 related to PPAs at December 31, 2023 and 2022, respectively, at both Sempra and SDG&E.

(2) Includes $ 208 and $ 118 related to PPAs at December 31, 2023 and 2022, respectively, at both Sempra and SDG&E.

(3) Weighted-average discount rate related to PPAs at December 31, 2023 and 2022 is 4.19 % and 3.35 %, respectively, at both Sempra and SDG&E. Weighted-average discount rate related to all other operating leases at December 31, 2023 and 2022 is 7.57 % and 6.81 %, respectively, at Sempra and 5.06 % and 4.63 %, respectively, at SDG&E.

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The components of lease costs were as follows:

LESSEE INFORMATION ON THE CONSOLIDATED STATEMENTS OF OPERATIONS (1)
(Dollars in millions)
			Sempra																		SDG&E																		SoCalGas
			Years ended December 31,
			2023						2022						2021						2023						2022						2021						2023						2022						2021
Operating lease costs (2)			$	99					$	83					$	89					$	53					$	45					$	32					$	13					$	18					$	20
Finance lease costs:
Amortization of ROU assets (3)			60						48						39						40						33						27						20						15						12
Interest on lease liabilities			182						184						186						177						181						184						5						2						2
Total finance lease costs			242						232						225						217						214						211						25						17						14
Short-term lease costs (4)			9						3						7						8						2						1						—						—						—
Variable lease costs (4)			458						411						432						447						399						422						10						11						10
Total lease costs			$	808					$	729					$	753					$	725					$	660					$	666					$	48					$	46					$	44

(1) Includes costs capitalized in PP&E.

(2) Includes $ 21 , $ 10 , and $ 1 related to PPAs in 2023, 2022 and 2021, respectively, at both Sempra and SDG&E.

(3) Included in O&M, except for $ 29 , $ 25 and $ 22 at Sempra and $ 28 , $ 24 and $ 21 at SDG&E in 2023, 2022 and 2021, respectively, and $ 1 at SoCalGas in each of 2023, 2022 and 2021, which is included in Depreciation and Amortization Expense.

(4) Short-term leases with variable lease costs are recorded and presented as variable lease costs.

Cash paid for amounts included in the measurement of lease liabilities and supplemental noncash information were as follows:

LESSEE INFORMATION ON THE CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in millions)
			Sempra																		SDG&E																		SoCalGas
			Years ended December 31,
			2023						2022						2021						2023						2022						2021						2023						2022						2021
Operating activities:
Cash paid for operating leases			$	85					$	88					$	78					$	46					$	45					$	32					$	13					$	18					$	20
Cash paid for finance leases			167						169						171						162						166						169						5						2						2
Financing activities:
Cash paid for finance leases			60						48						39						40						33						27						20						15						12
Increase in operating lease obligations for ROU assets			143						142						116						134						134						112						—						1						1
Increase in finance lease obligations for investment in PP&E			57						57						43						17						16						24						40						41						19

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The table below presents the maturity analysis of our lease liabilities and reconciliation to the present value of lease liabilities at December 31, 2023:

LESSEE MATURITY ANALYSIS OF LIABILITIES
(Dollars in millions)
			Sempra												SDG&E												SoCalGas
			Operating leases (1)						Finance leases						Operating leases (1)						Finance leases (2)						Operating leases						Finance leases
2024			$	97					$	225					$	57					$	198					$	11					$	27
2025			87						216						48						193						9						23
2026			85						213						48						193						8						20
2027			75						211						47						192						—						19
2028			69						204						42						190						—						14
Thereafter			587						1,930						201						1,911						—						19
Total undiscounted lease payments			1,000						2,999						443						2,877						28						122
Less: imputed interest			( 331 )						( 1,659 )						( 68 )						( 1,644 )						—						( 15 )
Total lease liabilities			669						1,340						375						1,233						28						107
Less: current lease liabilities			( 70 )						( 64 )						( 50 )						( 41 )						( 10 )						( 23 )
Long-term lease liabilities			$	599					$	1,276					$	325					$	1,192					$	18					$	84

(1) Includes $ 27 in each of 2024 through 2028 and $ 143 thereafter related to PPAs.

(2) Substantially all amounts are related to PPAs.

Leases That Have Not Yet Commenced

SDG&E has entered into six PPAs, of which SDG&E expects two will commence in 2024, three will commence in 2025, and one will commence in 2026. SDG&E expects the future minimum lease payments to be $ 30 million in 2024, $ 59 million in 2025, $ 80 million in 2026, $ 82 million in 2027, $ 81 million in 2028 and $ 828 million thereafter until expiration in 2041.

Lessor Accounting

Sempra Infrastructure is a lessor for certain of its natural gas and ethane pipelines, compressor stations, LPG storage facilities, a rail facility and refined products terminals, which we account for as operating or sales-type leases. These leases expire at various dates from 2025 through 2042.

Over the lease term, we monitor the underlying assets in operating leases for impairment, and we evaluate the net investment in sales-type leases for expected credit losses. Sempra Infrastructure expects to continue to derive value from the underlying assets associated with its pipelines following the end of their respective lease terms based on the expected remaining useful life, expected market conditions and plans to re-market and re-contract the underlying assets.

Generally, we recognize operating lease income on a straight-line basis over the lease term, and sales-type lease income based on the effective interest method over the lease term. Certain of our leases contain rate adjustments or are based on foreign currency exchange rates that may result in lease payments received that vary in amount from one period to the next. In addition to minimum fixed payments, our refined products terminals receive variable lease payments for barrels delivered that exceed minimum delivery requirements.

In July 2021, a rail facility agreement commenced, which Sempra Infrastructure is accounting for as a sales-type lease. The rail facility is being used by the lessee to transport refined products out of the Veracruz terminal. The lessee has the right to direct the use of the rail facility and will obtain substantially all of the economic benefits of the rail facility. At lease commencement, Sempra Infrastructure derecognized the $ 44 million carrying value of the rail facility from PP&E and recognized a net investment in sales-type lease asset of $ 62 million and a selling profit of $ 18 million. The agreement expires in 2041 and will automatically renew for successive five-year terms unless written notice is provided by Sempra Infrastructure or the lessee. Fixed lease payments are payable in the first five years of the agreement, which the lessee is required to pay even in the event of lease termination.

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LESSOR INFORMATION
(Dollars in millions)
			December 31,
			2023						2022
Sempra – Assets subject to operating leases:
Property, plant and equipment:
Pipelines and storage			$	1,304					$	1,026
Refined products terminals			621						611
Other			77						76
Total			2,002						1,713
Accumulated depreciation			( 539 )						( 330 )
Property, plant and equipment, net			$	1,463					$	1,383
			December 31, 2023
Sempra – Maturity analysis of lease payments:			Operating leases						Sales-type leases
2024			$	363					$	17
2025			354						17
2026			298						9
2027			295						—
2028			293						—
Thereafter			2,802						—
Total undiscounted cash flows			$	4,405					43
Less: present value of lease payments (recognized as lease receivable) (1)									( 40 )
Difference between undiscounted cash flows and discounted cash flows									$	3

(1) Includes $ 12 in Other Current Assets and $ 28 in Other Long-Term Assets on the Consolidated Balance Sheet.

LESSOR INFORMATION ON THE CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in millions)
			Years ended December 31,
			2023						2022						2021
Sempra – Sales-type leases:
Income recognized at lease commencement			$	—					$	—					$	18
Interest income			6						8						4
Total revenues from sales-type leases (1)			$	6					$	8					$	22
Sempra – Operating leases:
Fixed lease payments			$	321					$	290					$	256
Variable lease payments			34						10						10
Total revenues from operating leases (1)			$	355					$	300					$	266
Depreciation expense			$	62					$	54					$	48

(1) Included in Revenues: Energy-Related Businesses on the Consolidated Statements of Operations.

CONTRACTUAL COMMITMENTS

Natural Gas Contracts

SoCalGas has responsibility for procuring natural gas for both SDG&E’s and SoCalGas’ core customers in a combined portfolio. SoCalGas buys natural gas under short-term and long-term contracts for this portfolio from various producing regions in the southwestern U.S., U.S. Rockies and Canada.

SoCalGas transports natural gas primarily under long-term firm interstate pipeline capacity agreements that provide for annual reservation charges, which are recovered in rates. SoCalGas has commitments with interstate pipeline companies for firm pipeline capacity under contracts that expire at various dates through 2032.

Sempra has various capacity agreements for natural gas storage and transportation that expire at various dates through 2059. Transportation costs on these agreements vary based on pipeline capacity.

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Payments on our natural gas contracts could exceed the minimum commitment based on portfolio needs. At December 31, 2023, the future minimum payments under existing natural gas contracts and natural gas storage and transportation contracts are as follows:

FUTURE MINIMUM PAYMENTS
(Dollars in millions)
			Sempra																		SoCalGas
			Storage and transportation						Natural gas (1)						Total (1)						Transportation						Natural gas						Total
2024			$	229					$	54					$	283					$	123					$	28					$	151
2025			205						41						246						101						35						136
2026			196						—						196						97						—						97
2027			177						—						177						81						—						81
2028			152						—						152						70						—						70
Thereafter			1,421						—						1,421						176						—						176
Total minimum payments			$	2,380					$	95					$	2,475					$	648					$	63					$	711

(1) Excludes amounts related to the LNG purchase agreement that we discuss below.

Total payments under natural gas contracts and natural gas storage and transportation contracts as well as payments to meet additional portfolio needs at Sempra and SoCalGas were as follows:

PAYMENTS UNDER NATURAL GAS CONTRACTS
(Dollars in millions)
			Years ended December 31,
			2023						2022						2021
Sempra			$	4,030					$	2,536					$	1,691
SoCalGas			3,857						2,492						1,590

LNG Purchase Agreement

Sempra Infrastructure has an SPA for the supply of LNG to the ECA Regas Facility. The commitment amount is calculated using a predetermined formula based on estimated forward prices of the index applicable from 2024 to 2029. Although this agreement specifies a number of cargoes to be delivered, under its terms, the supplier may divert certain cargoes, which would reduce amounts paid under the agreement by Sempra Infrastructure.

At December 31, 2023, the following LNG commitment amounts are based on the assumption that all LNG cargoes, less those already confirmed to be diverted as of December 31, 2023, under the agreement are delivered:

LNG COMMITMENT AMOUNTS
(Dollars in millions)
Sempra:
2024			$	370
2025			670
2026			699
2027			704
2028			693
Thereafter			429
Total			$	3,565

Actual LNG purchases were approximately $ 30 million in 2023, $ 108 million in 2022 and $ 27 million in 2021 due to the supplier electing to divert cargoes as allowed by the agreement.

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PPAs Not Accounted for as Leases

Payments on SDG&E’s PPAs could exceed the minimum commitments based on energy needs. These PPAs expire on various dates through 2042. At December 31, 2023, the future minimum payments under long-term PPAs for Sempra and SDG&E are as follows:

FUTURE MINIMUM PAYMENTS (1)
(Dollars in millions)
2024			$	148
2025			105
2026			121
2027			103
2028			101
Thereafter			830
Total minimum payments			$	1,408

(1) Excludes PPAs accounted for as operating leases and finance leases.

Payments on these contracts represent capacity charges and minimum energy and transmission purchases that exceed the minimum commitment. SDG&E is required to pay additional amounts for actual purchases of energy that exceed the minimum energy commitments. SDG&E estimates these variable payments to be $ 79 million in both 2024 and 2025, $ 80 million in each of 2026 through 2028 and $ 519 million thereafter. Total fixed and variable payments under PPAs not accounted for as leases for Sempra and SDG&E were $ 325 million in 2023, $ 297 million in 2022 and $ 267 million in 2021.

Construction and Development Projects

Our total contractual commitments on various capital projects in progress at December 31, 2023 are approximately $ 44 million, requiring future payments of $ 17 million in 2024, $ 6 million in 2025, $ 3 million in 2026, $ 1 million in 2027 and 2028 and $ 16 million thereafter. The following is a summary of contractual commitments and contingencies related to such projects.

SDG&E

At December 31, 2023, SDG&E has commitments to make future payments of $ 36 million for construction projects that include:

▪ $ 21 million related to spent fuel management at SONGS; and

▪ $ 15 million for infrastructure improvements for electric transmission and distribution systems.

SDG&E expects future payments under these contractual commitments to be $ 13 million in 2024, $ 4 million in 2025, $ 1 million in each of 2026 through 2028 and $ 16 million thereafter.

SoCalGas

At December 31, 2023, SoCalGas has commitments to make future payments of $ 8 million for an information technology software project. SoCalGas expects future payments under this contractual commitment to be $ 4 million in 2024, $ 2 million in each of 2025 and 2026.

OTHER COMMITMENTS

SDG&E

We discuss nuclear insurance and nuclear fuel disposal related to SONGS in Note 15.

Fire Mitigation Fund

In connection with the completion of the Sunrise Powerlink project in 2012, the CPUC required that SDG&E establish a fire mitigation fund to minimize the risk of fire as well as reduce the potential wildfire impact on residences and structures near the Sunrise Powerlink. The future payments for these contractual commitments, for which a liability has been recorded, are expected to be $ 4 million per year in 2024 through 2028 and $ 268 million thereafter, subject to escalation of 2 % per year, ending in 2069. At December 31, 2023, the present value of these future payments of $ 124 million has been recorded as a regulatory asset as the amounts represent a cost that we expect will be recovered from customers in the future.

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Franchise Agreements

In July 2021, SDG&E’s natural gas and electric franchise agreements for the City of San Diego went into effect. These franchise agreements provide SDG&E the opportunity to serve the City of San Diego for a period of 20 years, consisting of 10-year agreements that will automatically renew for an additional 10 years unless the City Council voids the automatic renewals. At December 31, 2023, SDG&E has commitments to make future principal and interest payments as consideration for the franchise agreements of $ 14 million in 2024, $ 15 million in 2025, $ 4 million in 2026, $ 2 million in each of 2027 and 2028 and $ 46 million thereafter. The consideration paid will not be recovered from customers and will be amortized over 20 years.

Other Sempra

Additional consideration for a 2006 comprehensive legal settlement with California to resolve the Continental Forge litigation included an agreement that, for a period of 18 years beginning in 2011, Sempra Infrastructure would sell to SDG&E and SoCalGas, subject to annual CPUC approval, up to 500 MMcf per day of regasified LNG from Sempra Infrastructure’s ECA Regas Facility that is not delivered or sold in Mexico at the price indexed to the California border minus $ 0.02 per MMBtu. There are no specified minimums required, and to date, Sempra Infrastructure has not been required to deliver any natural gas pursuant to this agreement.

ENVIRONMENTAL ISSUES

Our operations are subject to federal, state and local environmental laws. We also are subject to regulations related to hazardous wastes, air and water quality, land use, solid waste disposal and the protection of wildlife. These laws and regulations require that we investigate and correct the effects of the release or disposal of materials at sites associated with our past and our present operations. These sites include those at which we have been identified as a PRP under the federal Superfund laws and similar state laws.

In addition, we are required to obtain numerous governmental permits, licenses and other approvals to construct facilities and operate our businesses. The related costs of environmental monitoring, pollution control equipment, cleanup costs, and emissions fees are significant. Increasing national and international concerns regarding global warming and mercury, carbon dioxide, nitrogen oxide and sulfur dioxide emissions could result in requirements for additional pollution control equipment or significant emissions fees or taxes that could adversely affect Sempra Infrastructure. SDG&E’s and SoCalGas’ costs to operate their facilities in compliance with these laws and regulations generally have been recovered in customer rates.

We disclose any proceeding under environmental laws to which a government authority is a party when the potential monetary sanctions, exclusive of interest and costs, exceed the lesser of $ 1 million or 1% of current assets, which was $ 55 million for Sempra, $ 18 million for SDG&E and $ 26 million for SoCalGas at December 31, 2023.

We discuss environmental matters related to the natural gas leak at SoCalGas’ Aliso Canyon natural gas storage facility above in “Legal Proceedings – SoCalGas – Aliso Canyon Natural Gas Storage Facility Gas Leak.”

Other Environmental Issues

We generally capitalize the significant costs we incur to mitigate or prevent future environmental contamination or extend the life, increase the capacity, or improve the safety or efficiency of property used in current operations. The following table shows our capital expenditures (including construction work in progress) in order to comply with environmental laws and regulations:

CAPITAL EXPENDITURES FOR ENVIRONMENTAL ISSUES
(Dollars in millions)
			Years ended December 31,
			2023						2022						2021
Sempra			$	107					$	87					$	95
SDG&E			29						31						32
SoCalGas			78						56						63

We have not identified any significant environmental issues outside the U.S.

At SDG&E and SoCalGas, costs that relate to current operations or an existing condition caused by past operations are generally recorded as a regulatory asset due to the probability that these costs will be recovered in rates.

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The environmental issues currently facing us, except for those related to the Leak as we discuss above or resolved during the last three years, include (1) investigation and remediation of SDG&E’s and SoCalGas’ manufactured-gas sites, (2) cleanup of third-party waste-disposal sites used by SDG&E and SoCalGas at which we have been identified as a PRP and (3) mitigation of damage to the marine environment caused by the cooling-water discharge from SONGS.

The table below shows the status at December 31, 2023 of SDG&E’s and SoCalGas’ manufactured-gas sites and the third-party waste-disposal sites for which we have been identified as a PRP:

STATUS OF ENVIRONMENTAL SITES
			# Sites complete (1)						# Sites in process
SDG&E:
Manufactured-gas sites			3						—
Third-party waste-disposal sites			2						1
SoCalGas:
Manufactured-gas sites			39						3
Third-party waste-disposal sites			5						2

(1) There may be ongoing compliance obligations for completed sites, such as regular inspections, adherence to land use covenants and water quality monitoring.

We record environmental liabilities when our liability is probable and the costs can be reasonably estimated. In many cases, however, investigations are not yet at a stage where we can determine whether we are liable or, if the liability is probable, to reasonably estimate the amount or range of amounts of the costs. Estimates of our liability are further subject to uncertainties such as the nature and extent of site contamination, evolving cleanup standards and imprecise engineering evaluations. We review our accruals periodically and, as investigations and cleanups proceed, we make adjustments as necessary.

The following table shows our accrued liabilities for environmental matters at December 31, 2023. Of the total liability, $ 10 million at SoCalGas is recorded on a discounted basis, with a weighted-average discount rate of 2.5 %.

ACCRUED LIABILITIES FOR ENVIRONMENTAL MATTERS
(Dollars in millions)
			Sempra (1)(2)						SDG&E (1)						SoCalGas (2)
Manufactured-gas sites			$	33					$	—					$	33
Waste disposal sites (PRP) (3)			8						5						3
Other hazardous waste sites			12						11						1
Total (4)			$	53					$	16					$	37

(1) Does not include SDG&E’s liability for SONGS marine environment mitigation.

(2) Does not include SoCalGas’ liability for environmental matters for the Leak. We discuss matters related to the Leak above in “Legal Proceedings – SoCalGas – Aliso Canyon Natural Gas Storage Facility Gas Leak.”

(3) Sites for which we have been identified as a PRP.

(4) Includes $ 5 classified as current liabilities on both Sempra’s and SoCalGas’ Consolidated Balance Sheets and $ 48 , $ 16 and $ 32 classified as noncurrent liabilities on Sempra’s, SDG&E’s and SoCalGas’ Consolidated Balance Sheets, respectively.

We expect future payments related to our environmental liabilities on an undiscounted basis to be $ 5 million in 2024, $ 9 million in 2025, $ 7 million in 2026, $ 1 million in 2027, $ 17 million in 2028 and $ 19 million thereafter.

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Sempra has three separately managed reportable segments, as follows:

▪ Sempra California provides natural gas and electric service to Southern California and part of central California through Sempra’s wholly owned subsidiaries, SDG&E and SoCalGas.

▪ Sempra Texas Utilities holds our investment in Oncor Holdings, which owns an 80.25 % interest in Oncor, a regulated electric transmission and distribution utility serving customers in the north-central, eastern, western and panhandle regions of Texas; and our indirect 50 % interest in Sharyland Holdings, which owns Sharyland Utilities, a regulated electric transmission utility serving customers near the Texas-Mexico border.

▪ Sempra Infrastructure includes the operating companies of our subsidiary, SI Partners, as well as a holding company and certain services companies. Sempra Infrastructure develops, builds, operates and invests in energy infrastructure to help enable the energy transition in North American markets and globally. Sempra Infrastructure owns a 70 % interest in SI Partners.

The cost of common services shared by the business segments is assigned directly or allocated based on various cost factors, depending on the nature of the service provided. Interest income and expense is recorded on intercompany loans. The loan balances and related interest are eliminated in consolidation.

The following tables show selected information by segment from our Consolidated Balance Sheets, Consolidated Statements of Operations and Consolidated Statements of Cash Flows. We provide information about our equity method investments by segment in Note 6. Amounts labeled as “All other” in the following tables consist primarily of activities of parent organizations.

SEGMENT INFORMATION
(Dollars in millions)
									December 31,
									2023						2022
ASSETS
Sempra California									$	53,430					$	48,696
Sempra Texas Utilities									14,392						13,781
Sempra Infrastructure									19,430						15,760
All other									967						1,376
Intersegment receivables									( 1,038 )						( 1,039 )
Total									$	87,181					$	78,574
GEOGRAPHIC INFORMATION
Long-lived assets (1) :
United States									$	62,324					$	55,035
Mexico									9,145						8,423
Asia									1						1
Total									$	71,470					$	63,459

(1) Includes net PP&E and investments.

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SEGMENT INFORMATION (CONTINUED)
(Dollars in millions)
			Years ended December 31,
			2023						2022						2021
REVENUES
Sempra California			$	13,761					$	12,577					$	10,926
Sempra Infrastructure			3,071						1,919						1,997
All other			1						1						5
Adjustments and eliminations			( 1 )						( 1 )						—
Intersegment revenues (1)			( 112 )						( 57 )						( 71 )
Total			$	16,720					$	14,439					$	12,857
DEPRECIATION AND AMORTIZATION
Sempra California			$	1,937					$	1,743					$	1,605
Sempra Infrastructure			281						268						239
All other			9						8						11
Total			$	2,227					$	2,019					$	1,855
INTEREST INCOME
Sempra California			$	24					$	11					$	2
Sempra Infrastructure			43						44						75
All other			23						20						3
Intercompany eliminations			( 1 )						—						( 11 )
Total			$	89					$	75					$	69
INTEREST EXPENSE
Sempra California			$	782					$	647					$	569
Sempra Texas Utilities			1						—						—
Sempra Infrastructure			129						104						205
All other			400						306						444
Intercompany eliminations			( 3 )						( 3 )						( 20 )
Total			$	1,309					$	1,054					$	1,198
INCOME TAX (BENEFIT) EXPENSE
Sempra California			$	( 31 )					$	320					$	( 109 )
Sempra Texas Utilities			1						—						—
Sempra Infrastructure			673						249						238
All other			( 153 )						( 13 )						( 30 )
Total			$	490					$	556					$	99
EARNINGS (LOSSES) ATTRIBUTABLE TO COMMON SHARES
Sempra California			$	1,747					$	1,514					$	392
Sempra Texas Utilities			694						736						616
Sempra Infrastructure			877						310						682
All other			( 288 )						( 466 )						( 436 )
Total			$	3,030					$	2,094					$	1,254
EXPENDITURES FOR PROPERTY, PLANT & EQUIPMENT
Sempra California			$	4,560					$	4,466					$	4,204
Sempra Infrastructure			3,832						884						802
All other			5						7						9
Total			$	8,397					$	5,357					$	5,015
GEOGRAPHIC REVENUES (2)
United States			$	14,973					$	13,015					$	11,154
Mexico			1,747						1,424						1,703
Total			$	16,720					$	14,439					$	12,857

(1) Revenues for reportable segments include intersegment revenues of $ 18 and $ 94 for 2023; $ 14 and $ 43 for 2022; and $ 16 and $ 55 for 2021 for Sempra California and Sempra Infrastructure, respectively.

(2) Amounts are based on where the revenue originated, after intercompany eliminations.

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SEMPRA
CONDENSED STATEMENTS OF OPERATIONS
(Dollars in millions, except per share amounts; shares in thousands)
			Years ended December 31,
			2023						2022						2021
Interest income			$	31					$	35					$	11
Interest expense			( 444 )						( 326 )						( 576 )
Operating expenses			( 101 )						( 92 )						( 92 )
Other income (expense), net			31						( 58 )						20
Income tax benefit			134						111						190
Loss before equity in earnings of subsidiaries			( 349 )						( 330 )						( 447 )
Equity in earnings of subsidiaries, net of income taxes			3,423						2,468						1,764
Net income			3,074						2,138						1,317
Preferred dividends			( 44 )						( 44 )						( 63 )
Earnings			$	3,030					$	2,094					$	1,254
Basic EPS:
Earnings			$	4.81					$	3.32					$	2.01
Weighted-average common shares outstanding			630,296						630,318						623,510
Diluted EPS:
Earnings			$	4.79					$	3.31					$	2.01
Weighted-average common shares outstanding			632,733						632,757						626,073

See Notes to Condensed Financial Information of Parent.

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SEMPRA
CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(Dollars in millions)
			Years ended December 31, 2023, 2022 and 2021
			Pretax amount						Income tax benefit (expense)						Net-of-tax amount
2023:
Net income			$	2,940					$	134					$	3,074
Other comprehensive income (loss):
Foreign currency translation adjustments			23						—						23
Financial instruments			57						( 18 )						39
Pension and other postretirement benefits			( 39 )						8						( 31 )
Total other comprehensive income			41						( 10 )						31
Comprehensive income			$	2,981					$	124					$	3,105
2022:
Net income			$	2,027					$	111					$	2,138
Other comprehensive income (loss):
Foreign currency translation adjustments			11						—						11
Financial instruments			221						( 55 )						166
Pension and other postretirement benefits			3						( 6 )						( 3 )
Total other comprehensive income			235						( 61 )						174
Comprehensive income			$	2,262					$	50					$	2,312
2021:
Net income			$	1,127					$	190					$	1,317
Other comprehensive income (loss):
Foreign currency translation adjustments			( 6 )						—						( 6 )
Financial instruments			191						( 47 )						144
Pension and other postretirement benefits			28						( 6 )						22
Total other comprehensive income			213						( 53 )						160
Comprehensive income			$	1,340					$	137					$	1,477

See Notes to Condensed Financial Information of Parent.

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SEMPRA
CONDENSED BALANCE SHEETS
(Dollars in millions)
			December 31,
			2023						2022
Assets:
Cash and cash equivalents			$	3					$	219
Restricted cash			2						1
Due from affiliates			105						102
Income taxes receivable, net			—						104
Other current assets			11						17
Total current assets			121						443
Investments in subsidiaries			38,499						35,209
Due from affiliates			18						20
Deferred income taxes			429						233
Other long-term assets			1,095						1,050
Total assets			$	40,162					$	36,955
Liabilities and shareholders’ equity:
Short-term debt			$	365					$	454
Due to affiliates			235						226
Other current liabilities			819						566
Total current liabilities			1,419						1,246
Long-term debt			8,461						7,215
Due to affiliates			988						776
Other long-term liabilities			619						603
Commitments and contingencies (Note 4)
Shareholders’ equity			28,675						27,115
Total liabilities and shareholders’ equity			$	40,162					$	36,955

See Notes to Condensed Financial Information of Parent.

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SEMPRA
CONDENSED STATEMENTS OF CASH FLOWS
(Dollars in millions)
			Years ended December 31,
			2023						2022						2021
Net cash provided by (used in) operating activities			$	1,576					$	775					$	( 255 )
Expenditures for property, plant and equipment			( 5 )						( 7 )						( 8 )
Proceeds from sale of assets			2						—						—
Capital contributions to investees			( 1,749 )						( 661 )						( 1,005 )
Disbursement for note receivable			—						—						( 305 )
Distributions from investments			108						—						1,552
Purchases of trust assets			( 78 )						( 114 )						—
Proceeds from sales of trust assets			69						123						—
Increase in loans to affiliates, net			( 90 )						( 92 )						( 20 )
Other			( 1 )						( 3 )						—
Net cash (used in) provided by investing activities			( 1,744 )						( 754 )						214
Common dividends paid			( 1,483 )						( 1,430 )						( 1,331 )
Preferred dividends paid			( 44 )						( 44 )						( 99 )
Issuances of common stock, net			145						4						5
Repurchases of common stock			( 32 )						( 478 )						( 339 )
Issuances of debt (maturities greater than 90 days)			1,918						1,569						990
Payments on debt (maturities greater than 90 days)			( 672 )						( 322 )						( 3,200 )
(Decrease) increase in short-term debt			( 89 )						( 785 )						1,240
Increase (decrease) in loans from affiliates, net			220						( 226 )						1,092
Purchases of noncontrolling interests			—						—						( 217 )
Proceeds from sale of noncontrolling interests			—						1,732						1,846
Make-whole premiums related to early redemptions of debt			—						—						( 121 )
Other			( 10 )						( 8 )						( 2 )
Net cash (used in) provided by financing activities			( 47 )						12						( 136 )
Effect of exchange rate changes on cash, cash equivalents and restricted cash			—						( 1 )						( 1 )
(Decrease) increase in cash, cash equivalents and restricted cash			( 215 )						32						( 178 )
Cash, cash equivalents and restricted cash, January 1			220						188						366
Cash, cash equivalents and restricted cash, December 31			$	5					$	220					$	188
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES
Issuance of common stock in exchange for NCI and related AOCI			$	—					$	—					$	1,373
Conversion of mandatory convertible preferred stock			—						—						2,258
Preferred dividends declared but not paid			11						11						11
Common dividends declared but not paid			376						360						349
Equitization of amounts due from affiliates			92						93						4,351
Interest capitalized to note receivable from unconsolidated affiliates			16						18						—

See Notes to Condensed Financial Information of Parent.

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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 $ 1,900 million, $ 832 million and $ 375 million in 2023, 2022 and 2021, respectively.

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.

SHORT-TERM DEBT

Committed Line of Credit

At December 31, 2023, Sempra had capacity of $ 4,000 million under a committed line of credit, which provides liquidity and supports its commercial paper program, with available unused credit of $ 3,634 million 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, 2023.

▪ 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, 2023, Sempra was in compliance with this ratio under its credit facility.

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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,
			2023						2022
3.3 % Notes April 1, 2025			$	750					$	750
5.40 % Notes August 1, 2026			550						—
3.25 % Notes June 15, 2027			750						750
3.4 % Notes February 1, 2028			1,000						1,000
3.7 % Notes April 1, 2029			500						500
5.50 % Notes August 1, 2033			700						—
3.8 % Notes February 1, 2038			1,000						1,000
6 % Notes October 15, 2039			750						750
4 % Notes February 1, 2048			800						800
4.125 % Junior Subordinated Notes April 1, 2052 (1)			1,000						1,000
5.75 % Junior Subordinated Notes July 1, 2079 (1)			758						758
			8,558						7,308
Unamortized discount on long-term debt			( 29 )						( 28 )
Unamortized debt issuance costs			( 68 )						( 65 )
Total long-term debt			$	8,461					$	7,215

(1) Callable long-term debt not subject to make-whole provisions.

In June 2023, Sempra issued $ 550 million aggregate principal amount of 5.40 % senior unsecured notes due in full upon maturity on August 1, 2026 and received proceeds of $ 545 million (net of debt discount, underwriting discounts and debt issuance costs of $ 5 million), and $ 700 million aggregate principal amount of 5.50 % senior unsecured notes due in full upon maturity on August 1, 2033 and received proceeds of $ 692 million (net of debt discount, underwriting discounts and debt issuance costs of $ 8 million). Each series of notes is redeemable prior to maturity, subject to its terms, and in certain circumstances subject to make-whole provisions. We used the net proceeds for general corporate purposes, including repayment of commercial paper and other indebtedness.

At December 31, 2023, scheduled maturities of Sempra’s long-term debt are $ 750 million in 2025, $ 550 million in 2026, $ 750 million in 2027, $ 1.0 billion in 2028 and $ 5.5 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.

At December 31, 2023, Sempra has an operating lease commitment related to its corporate headquarters building of approximately $ 228 million. Sempra expects payments for its operating lease to be $ 12 million in each of 2024 through 2026, $ 13 million in each of 2027 and 2028 and $ 166 million thereafter.

For other contingencies and guarantees related to Sempra, refer to Notes 6 and 16 of the Notes to Consolidated Financial Statements.