SRE 10-K Fiscal year ended Dec. 31, 2024

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DOCUMENTS INCORPORATED BY REFERENCE:
Portions of the Sempra proxy statement to be filed for its May 2025 annual meeting of shareholders are incorporated by reference into Part III of this annual report on Form 10-K.
Portions of the Southern California Gas Company information statement to be filed for its June 2025 annual meeting of shareholders are incorporated by reference into Part III of this annual report on Form 10-K.

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CYBERSECURITY RISK MANAGEMENT

Sempra, SDG&E and SoCalGas have cybersecurity risk management processes in place that are intended to protect the confidentiality, integrity, and availability of our critical infrastructure, systems and information. These cybersecurity risk management processes include cybersecurity incident response plans that are integrated into each entity’s respective enterprise risk management and emergency management programs.

Our cybersecurity processes are largely designed and assessed based on the National Institute of Standards and Technology Cybersecurity Framework and the DOE’s Cybersecurity Capability Maturity Model standards. This does not imply that we meet any technical standards, specifications, or requirements, only that we use these standards as a guide to help us identify, assess, and manage cybersecurity risks relevant to our business.

Our cybersecurity risk management processes include:

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▪ risk assessments performed by internal personnel and third-party advisors designed to help identify material cybersecurity risks to our critical systems, information, services, and our broader enterprise information technology environments

▪ information security teams principally responsible for developing and implementing (1) cybersecurity risk assessment processes, (2) information security controls, and (3) response plans to cybersecurity incidents

▪ the use of external service providers, where appropriate, to assess, test or otherwise assist with aspects of our information security controls

▪ cybersecurity awareness training and policies designed to address social engineering attacks targeting employees and contractors

▪ cybersecurity incident response plans that include procedures for responding to and reporting, if applicable, certain cybersecurity incidents

▪ risk management processes for third-party service providers, suppliers, and vendors

We have not identified risks from known cybersecurity threats, including as a result of any prior cybersecurity incidents, that have materially affected or are reasonably likely to materially affect our results of operations, financial condition, cash flows and/or prospects.

Sempra’s, SDG&E’s and SoCalGas’ respective boards of directors consider cybersecurity risk as part of their risk oversight function. The Sempra board of directors has delegated to its SST Committee, which is entirely composed of independent directors under the independence standards established by the NYSE, oversight of cybersecurity and other information and operational technology risks. The SST Committee reports to the Sempra board of directors regarding the Committee’s activities, including those related to cybersecurity. The SST Committee receives briefings on cybersecurity topics from Sempra’s chief information security officer, internal information security staff or external experts in part for continuing education on topics that impact public companies. The SST Committee as well as the SDG&E and SoCalGas boards of directors oversee management’s implementation of our cybersecurity risk management processes and receive regular reports from management on our material cybersecurity risks. In addition, management updates the SST Committee and SDG&E and SoCalGas boards of directors about certain cybersecurity incidents. The SDG&E and SoCalGas boards of directors receive briefings from SDG&E’s and SoCalGas’ chief information officer and internal information security staff. SDG&E’s and SoCalGas’ boards of directors also have safety committees that, at times, may oversee the matters described above on behalf of those companies’ respective boards of directors.

We have formed cybersecurity councils to provide overall corporate oversight for managing material risks from cybersecurity threats. The cybersecurity councils meet regularly to receive updates on cybersecurity developments at Sempra and our consolidated entities from their cybersecurity management teams.

Our cybersecurity management teams supervise efforts designed to prevent, detect, mitigate, and remediate cybersecurity risks and incidents through various means, which may include briefings from internal information security personnel; threat intelligence and other information obtained from governmental, public or private sources, including external consultants engaged by us; and alerts and reports produced by information security tools deployed in the information technology environment. Cybersecurity management also supervises both our internal cybersecurity personnel and our retained external cybersecurity consultants. Sempra’s director of cybersecurity governance & chief information security officer provides additional oversight and support for the operational cybersecurity activities at our consolidated entities.

Our cybersecurity materiality assessment teams, which include chief information security officers, chief information officers, chief risk officers, chief accounting officers or chief financial officers, and general counsels, help assess the materiality of certain cybersecurity incidents.

The cybersecurity councils, cybersecurity management teams and materiality assessment teams include members with decades of operational experience as cybersecurity professionals as well as management with decades of service in the areas of information and operational technology and legal, compliance, financial reporting and enterprise risk management. Some of these members hold relevant degrees and certifications that we believe enhance our ability to manage and respond to cybersecurity risks, including, among others, bachelor’s and/or master’s degrees in cybersecurity and computer science as well as certified information systems security professional, certified incident handler, and certified information security manager certifications .

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PRINCIPLES OF CONSOLIDATION

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 operating and reportable segments, which we describe in Note 16. 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 Corporation, 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 operating and reportable segment.

SoCalGas

SoCalGas’ common stock is wholly owned by Pacific Enterprises, 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 operating and 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 Sempra’s consolidated financial statements.

Use of Estimates in the Preparation of the Financial Statements

We have prepared our 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, 2024 through the date the financial statements were issued, and in the opinion of management, the accompanying financial statements reflect all adjustments and disclosures necessary for a fair presentation.

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 assets and liabilities may also arise from other transactions such as unrealized losses and/or 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.

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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

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.

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

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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 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, 2024 and 2023. 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 $ 1,138 million and $ 1,166 million at December 31, 2024 and 2023, 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 15. As a result, SDG&E’s potential exposure to loss from its variable interest in these VIEs is not significant.

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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 5 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 $ 15,400 million and $ 14,266 million at December 31, 2024 and 2023, 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 was $ 1,149 million and $ 1,008 million at December 31, 2024 and 2023, 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 5.

CFIN

As we discuss in Note 5, 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 10). 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 $ 1,758 million and $ 1,580 million of assets at December 31, 2024 and 2023, 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 $ 1,080 million and $ 1,029 million of liabilities at December 31, 2024 and 2023, respectively, consisting primarily of long-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 6, IEnova and TotalEnergies SE have provided guarantees for 83.4 % and 16.6 %, respectively, of the loan facility supporting construction of the liquefaction facility.

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 $ 6,419 million and $ 3,927 million of assets at December 31, 2024 and 2023, respectively, consisting primarily of PP&E, net, 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 $ 1,584 million and $ 600 million of liabilities at December 31, 2024 and 2023, respectively, consisting primarily of long-term debt and accounts payable attributable to Port Arthur LNG for which creditors do not have recourse to the general credit of Sempra.

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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,
			2024						2023
Sempra:
Cash and cash equivalents			$	1,565					$	236
Restricted cash, current			21						49
Restricted cash, noncurrent			3						104
Total cash, cash equivalents and restricted cash on the Consolidated Statements of Cash Flows			$	1,589					$	389

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 5.

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 2024 and 2023, Sempra recorded a provision for expected credit losses of $ 53 million and $ 52 million, respectively, on a customer’s past due account balance.

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.

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.

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

CHANGES IN ALLOWANCES FOR CREDIT LOSSES
(Dollars in millions)
			2024						2023						2022
Sempra:
Allowances for credit losses at January 1			$	533					$	181					$	136
Provisions for expected credit losses			203						468						123
Write-offs			( 222 )						( 116 )						( 78 )
Allowances for credit losses at December 31			$	514					$	533					$	181
SDG&E:
Allowances for credit losses at January 1			$	144					$	78					$	66
Provisions for expected credit losses			52						115						54
Write-offs			( 82 )						( 49 )						( 42 )
Allowances for credit losses at December 31			$	114					$	144					$	78
SoCalGas:
Allowances for credit losses at January 1			$	331					$	98					$	69
Provisions for expected credit losses			94						300						65
Write-offs			( 140 )						( 67 )						( 36 )
Allowances for credit losses at December 31			$	285					$	331					$	98

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,
			2024						2023
Sempra:
Accounts receivable – trade, net			$	447					$	480
Accounts receivable – other, net			53						52
Other long-term assets			14						1
Total allowances for credit losses			$	514					$	533
SDG&E:
Accounts receivable – trade, net			$	81					$	116
Accounts receivable – other, net			25						27
Other long-term assets			8						1
Total allowances for credit losses			$	114					$	144
SoCalGas:
Accounts receivable – trade, net			$	251					$	306
Accounts receivable – other, net			28						25
Other long-term assets			6						—
Total allowances for credit losses			$	285					$	331

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, 2024 and 2023, $ 5 million and $ 6 million, respectively, of expected credit losses are included in Other Long-Term Assets on Sempra’s Consolidated Balance Sheets.

As we discuss in Note 5, 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 losses on this off-balance sheet arrangement based on external credit ratings, published default rate studies and the maturity date of the arrangement. At both December 31, 2024 and 2023, $ 5 million of expected credit losses are included in Deferred Credits and Other on Sempra’s Consolidated Balance Sheets.

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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 the 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.

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TRANSACTIONS WITH AFFILIATES

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

AMOUNTS DUE FROM (TO) UNCONSOLIDATED AFFILIATES
(Dollars in millions)
			December 31,
			2024						2023
Sempra:
Tax sharing agreement with Oncor Holdings			$	8					$	25
Various affiliates			5						6
Total due from unconsolidated affiliates – current			$	13					$	31
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 14, 2025			$	—					$	( 24 )
5.5 % Note due July 16, 2025			—						( 23 )
5.5 % Note due January 14, 2026			( 8 )						( 20 )
5.5 % Note due July 14, 2026			( 12 )						( 11 )
5.5 % Note due January 19, 2027			( 15 )						( 14 )
5.5 % Note due July 21, 2027			( 19 )						( 17 )
5.5 % Note due January 19, 2028			( 48 )						—
5.5 % Note due July 18, 2028			( 41 )						—
TAG Norte – 5.74 % Note due December 17, 2029 (1)			( 209 )						( 198 )
Total due to unconsolidated affiliates – noncurrent			$	( 352 )					$	( 307 )
SDG&E:
Sempra			$	( 42 )					$	( 44 )
SoCalGas			( 14 )						( 21 )
Various affiliates			( 3 )						( 8 )
Total due to unconsolidated affiliates – current			$	( 59 )					$	( 73 )
Income taxes due from Sempra (2)			$	38					$	246
SoCalGas:
SDG&E			$	14					$	21
Various affiliates			2						1
Total due from unconsolidated affiliates – current			$	16					$	22
Sempra			$	( 38 )					$	( 38 )
Total due to unconsolidated affiliates – current			$	( 38 )					$	( 38 )
Income taxes due (to) from Sempra (2)			$	( 6 )					$	6

(1) U.S. dollar-denominated loans at fixed interest rates. Amounts include principal balances plus accumulated interest outstanding and VAT payable to the Mexican government.

(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,
			2024						2023						2022
Sempra:
Revenues			$	40					$	44					$	41
Interest income			—						—						16
Interest expense			16						15						15
SDG&E:
Revenues			$	23					$	21					$	16
Cost of sales			146						113						92
SoCalGas:
Revenues			$	169					$	124					$	100
Cost of sales (1)			( 5 )						35						( 9 )

(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. Such amounts are eliminated in consolidation at Sempra.

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. Such amounts are eliminated in consolidation at Sempra.

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. Such amounts are eliminated in consolidation at Sempra.

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, SoCalGas records revenues net of costs in cost of sales. Such amounts are eliminated in consolidation at Sempra.

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. Such amounts are eliminated in consolidation at Sempra.

SoCalGas provides transportation services to Ecogas. SoCalGas records revenues and Ecogas records a corresponding amount to cost of sales. Such amounts are eliminated in consolidation at Sempra.

SoCalGas and Sempra Infrastructure may buy and sell natural gas from and to each other in open market transactions to help satisfy supply needs. SoCalGas records revenues and costs in cost of sales. Sempra Infrastructure records revenues and costs in revenues. Such amounts are eliminated in consolidation at Sempra.

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

Sempra provides guarantees related to Cameron LNG JV’s SDSRA and CFIN’s Support Agreement. We discuss these guarantees in Note 5.

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INVENTORIES

SDG&E and SoCalGas value natural gas inventory using the last-in first-out method. Sempra Infrastructure values natural gas inventory at the lower of average cost or net realizable value. We record natural gas to inventory when injected and then to expense when the gas is withdrawn for distribution to customers or to be used as fuel for electric generation.

Sempra Infrastructure values LNG inventory at the lower of average cost or net realizable value. We record LNG to inventory when delivered to our terminals and then to expense when transported from our terminals.

SDG&E, SoCalGas and Sempra Infrastructure generally value materials and supplies at the lower of average cost or net realizable value. We record materials and supplies to inventory when purchased and then to expense or capitalized to PP&E, as appropriate, when used.

The components of inventories are as follows:

INVENTORY BALANCES AT DECEMBER 31
(Dollars in millions)
			Sempra												SDG&E												SoCalGas
			2024						2023						2024						2023						2024						2023
Natural gas			$	163					$	174					$	1					$	1					$	148					$	155
LNG			27						9						—						—						—						—
Materials and supplies			369						299						201						152						139						122
Total			$	559					$	482					$	202					$	153					$	287					$	277

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 their 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.

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.

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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 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 2024 rate base, the liability cap for SDG&E is approximately $ 1.4 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 2024, the OEIS approved an update to SDG&E’s 2023-2025 wildfire mitigation plan, which is effective until the OEIS approves a new plan. In December 2024, SDG&E received its annual wildfire safety certification from the OEIS.

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. In 2024, SDG&E revised its estimate of the period of benefit from 15 years to 25 years. The estimated period of benefit of the Wildfire Fund asset 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

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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.

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									2024						2023
Wildfire Fund asset:
Current			Prepaid Expenses									$	14					$	28
Noncurrent			Wildfire Fund									262						269
Wildfire Fund obligation:
Current			Other Current Liabilities									13						13
Noncurrent			Deferred Credits and Other									31						42

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, 2024 and 2023, Other Long-Term Assets includes $ 349 million and $ 332 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 both December 31, 2024 and 2023 primarily 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,
									2024						2023
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									( 68 )						( 59 )
O&M agreement									( 20 )						( 17 )
ESJ PPA									( 51 )						( 37 )
Other									( 9 )						( 9 )
									( 148 )						( 122 )
									$	292					$	318

Other Intangible Assets at December 31, 2024 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 each of 2024, 2023, and 2022. We estimate amortization expense for each of the next five years to be approximately $ 26 million per year (including $ 13.5 million per year recorded against revenues).

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PROPERTY, PLANT AND EQUIPMENT

PP&E is recorded at cost and primarily represents the buildings, equipment, other facilities and information systems 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 PP&E 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 6.

PROPERTY, PLANT AND EQUIPMENT BY MAJOR FUNCTIONAL CATEGORY
(Dollars in millions)
			December 31,												Depreciation rates for years ended December 31,
			2024						2023						2024						2023						2022
SDG&E:
Natural gas operations			$	4,531					$	4,175					2.62		%				2.60		%				2.57		%
Electric distribution			12,542						11,597						4.21						4.05						3.94
Electric transmission (1)			8,878						8,504						3.06						3.04						3.03
Electric generation			2,527						2,515						5.43						5.18						5.11
Other electric			2,722						2,507						6.95						7.05						7.03
Construction work in progress (1)			1,962						1,620						N/A						N/A						N/A
Total SDG&E			33,162						30,918
SoCalGas:
Natural gas operations			27,191						25,506						3.68						3.64						3.57
Other non-utility			32						50						0.98						1.03						1.54
Construction work in progress			1,861						1,469						N/A						N/A						N/A
Total SoCalGas			29,084						27,025
Other Sempra (2) :															Estimated useful lives												Weighted-average useful life
Land and land rights			498						488						16 to 44 years (3)												37
Machinery and equipment:
Pipelines and storage			4,355						3,883						41 to 49 years												42
Generating plants			1,820						1,815						11 to 28 years												26
LNG terminal			1,156						1,139						42 years												42
Refined products terminals			876						656						37 years												37
Other			348						346						1 to 21 years												15
Construction work in progress			8,781						5,930						N/A												N/A
Other			317						295						1 to 35 years												16
			18,151						14,552
Total Sempra			$	80,397					$	72,495

(1) At December 31, 2024, includes $ 563 in electric transmission assets and $ 1 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 SDG&E’s and Sempra’s Consolidated Statements of Operations.

(2) Includes $ 290 and $ 310 at December 31, 2024 and 2023, respectively, of utility plant, primarily pipelines and other distribution assets at Ecogas.

(3) Estimated useful lives are for land rights.

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Sempra Infrastructure’s Sonora natural gas pipeline consists of two pipeline 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 because it was not able to be repaired due to legal challenges, which were resolved in March 2023, by some members of the Yaqui tribe. Sempra Infrastructure and the CFE have agreed to an amendment to their transportation services agreement and to re-route the portion of the pipeline that is in the Yaqui territory, 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 portion of the pipeline that needs to be re-routed. At December 31, 2024, Sempra Infrastructure had $ 401 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.

DEPRECIATION EXPENSE
(Dollars in millions)
			Years ended December 31,
			2024						2023						2022
Sempra			$	2,409					$	2,202					$	1,995
SDG&E			1,216						1,092						977
SoCalGas			903						833						755

ACCUMULATED DEPRECIATION AND AMORTIZATION
(Dollars in millions)
			December 31,
			2024						2023
SDG&E:
Accumulated depreciation:
Natural gas operations			$	1,121					$	1,048
Electric transmission, distribution and generation (1)			6,930						6,321
Total SDG&E			8,051						7,369
SoCalGas:
Accumulated depreciation:
Natural gas operations			8,315						7,835
Other non-utility			15						17
Total SoCalGas			8,330						7,852
Other Sempra:
Accumulated depreciation – other (2)			2,579						2,314
Total Sempra			$	18,960					$	17,535

(1) Includes $ 338 at December 31, 2024 related to SDG&E’s 86 % interest in the Southwest Powerlink transmission line, jointly owned by SDG&E and other utilities.

(2) Includes $ 75 and $ 82 at December 31, 2024 and 2023, 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.

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

CAPITALIZED FINANCING COSTS
(Dollars in millions)
			Years ended December 31,
			2024						2023						2022
Sempra			$	629					$	448					$	255
SDG&E			100						116						116
SoCalGas			101						77						73

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 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 terminal

▪ natural gas transportation and distribution systems

▪ LPG storage facilities

▪ refined products terminals

▪ power generating plants

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The changes in AROs are as follows:

CHANGES IN ASSET RETIREMENT OBLIGATIONS
(Dollars in millions)
			Sempra																		SDG&E																		SoCalGas
			2024						2023						2022						2024						2023						2022						2024						2023						2022
Balance at January 1 (1)			$	3,831					$	3,712					$	3,538					$	894					$	887					$	890					$	2,847					$	2,743					$	2,582
Accretion expense			156						148						141						37						37						37						114						106						101
Liabilities incurred			—						18						21						—						15						6						—						—						—
Payments			( 65 )						( 62 )						( 57 )						( 57 )						( 59 )						( 54 )						( 8 )						( 3 )						( 3 )
Revisions			3						15						69						26						14						8						( 23 )						1						63
Balance at December 31 (1)			$	3,925					$	3,831					$	3,712					$	900					$	894					$	887					$	2,930					$	2,847					$	2,743

(1) Current portion of the ARO for Sempra is included in Other Current Liabilities 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 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

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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.

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, 2021			$	( 79 )					$	( 156 )					$	( 83 )					$	( 318 )
OCI before reclassifications			10						147						( 11 )						146
Amounts reclassified from AOCI (2)			10						19						8						37
Net OCI (2)			20						166						( 3 )						183
Balance at December 31, 2022			( 59 )						10						( 86 )						( 135 )
OCI before reclassifications			23						59						( 35 )						47
Amounts reclassified from AOCI (3)			—						( 66 )						4						( 62 )
Net OCI (3)			23						( 7 )						( 31 )						( 15 )
Balance at December 31, 2023			( 36 )						3						( 117 )						( 150 )
OCI before reclassifications			( 30 )						34						( 1 )						3
Amounts reclassified from AOCI			—						( 22 )						3						( 19 )
Net OCI			( 30 )						12						2						( 16 )
Balance at December 31, 2024			$	( 66 )					$	15					$	( 115 )					$	( 166 )
SDG&E:
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 )
OCI before reclassifications															( 3 )						( 3 )
Amounts reclassified from AOCI															( 1 )						( 1 )
Net OCI															( 4 )						( 4 )
Balance at December 31, 2024															$	( 12 )					$	( 12 )
SoCalGas:
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 )
OCI before reclassifications									—						( 5 )						( 5 )
Amounts reclassified from AOCI									1						—						1
Net OCI									1						( 5 )						( 4 )
Balance at December 31, 2024									$	( 10 )					$	( 17 )					$	( 27 )

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

(2) 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 12 in “Noncontrolling Interests – SI Partners.” This transaction did not impact the Consolidated Statement of Comprehensive Income (Loss).

(3) Total AOCI includes $( 46 ) of financial instruments associated with sale of NCI to KKR Denali in 2023, which we discuss in Note 12 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,
			2024						2023						2022
Sempra:
Foreign currency translation adjustments			$	—					$	—					$	1					Operation and maintenance
Financial instruments:
Interest rate instruments			$	( 11 )					$	1					$	1					Interest expense
Interest rate instruments			( 23 )						( 48 )						29						Equity earnings (1)
Foreign exchange instruments			( 5 )						1						( 1 )						Revenues: Energy-related businesses
			( 2 )						2						1						Other income, net
Foreign exchange instruments			( 6 )						2						—						Equity earnings (1)
Interest rate and foreign exchange instruments			—						( 1 )						( 2 )						Interest expense
			—						( 6 )						( 12 )						Other income, net
Total, before income tax			( 47 )						( 49 )						16
			11						6						( 6 )						Income tax expense
Total, net of income tax			( 36 )						( 43 )						10
			14						23						9						Earnings attributable to noncontrolling interests
Total, net of income tax and after NCI			$	( 22 )					$	( 20 )					$	19
Pension and PBOP (2) :
Amortization of actuarial loss			$	6					$	3					$	7					Other income, net
Amortization of prior service cost			3						2						4						Other income, net
Settlement charges			9						—						—						Other income, net
Total, before income tax			18						5						11
			( 15 )						( 1 )						( 3 )						Income tax expense
Total, net of income tax			$	3					$	4					$	8
Total reclassifications for the period, net of income tax and after NCI			$	( 19 )					$	( 16 )					$	28
SDG&E:
Pension and PBOP (2) :
Amortization of actuarial loss			$	1					$	—					$	1					Other income, net
Amortization of prior service cost			—						1						—						Other income, net
Total, before income tax			1						1						1
			( 2 )						—						—						Income tax (expense) benefit
Total reclassifications for the period, net of income tax			$	( 1 )					$	1					$	1
SoCalGas:
Financial instruments:
Interest rate instruments			$	1					$	1					$	1					Interest expense
Pension and PBOP (2) :
Amortization of actuarial loss			$	1					$	1					$	2					Other income (expense), net
Amortization of prior service cost			1						1						1						Other income (expense), net
Total, before income tax			2						2						3
			( 2 )						( 1 )						( 1 )						Income tax (expense) benefit
Total, net of income tax			$	—					$	1					$	2
Total reclassifications for the period, net of income tax			$	1					$	2					$	3

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

(2) Amounts are included in the computation of net periodic benefit cost (see “Pension and PBOP” in Note 8).

REVENUES

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

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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.

OPERATION AND MAINTENANCE EXPENSES

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), net, are included in Other Income, Net, on Sempra’s Consolidated Statements of Operations.

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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,
			2024						2023						2022
Sempra:
Allowance for equity funds used during construction			$	150					$	140					$	143
Investment gains (losses), net (1)			36						28						( 42 )
Gains on interest rate and foreign exchange instruments, net			2						4						11
Foreign currency transaction (losses) gains, net (2)			( 16 )						2						( 24 )
Non-service components of net periodic benefit cost			( 101 )						( 106 )						( 59 )
Interest on regulatory balancing accounts, net			75						79						26
Sundry, net			( 10 )						( 16 )						( 31 )
Total			$	136					$	131					$	24
SDG&E:
Allowance for equity funds used during construction			$	73					$	86					$	88
Non-service components of net periodic benefit cost			4						( 19 )						( 11 )
Interest on regulatory balancing accounts, net			23						42						18
Sundry, net			( 10 )						( 12 )						( 3 )
Total			$	90					$	97					$	92
SoCalGas:
Allowance for equity funds used during construction			$	72					$	54					$	55
Non-service components of net periodic benefit cost			( 86 )						( 80 )						( 42 )
Interest on regulatory balancing accounts, net			52						37						8
Sundry, net			( 13 )						( 15 )						( 29 )
Total			$	25					$	( 4 )					$	( 8 )

(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 in 2022 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.

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. ITCs 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 ITCs was expanded to include standalone energy storage projects, which are transferable under the IRA. The IRA also provided an election that permits ITCs 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 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.

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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 7.

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 6) and in other agreements that limit the amount of funds that can be transferred to Sempra. At December 31, 2024, Sempra was in compliance with all covenants related to its debt agreements.

At December 31, 2024, 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 $ 17.9 billion. Additionally, the amount of restricted net assets of our unconsolidated entities is $ 16.3 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 5, $ 2.9 billion of Sempra’s retained earnings represents undistributed earnings of equity method investments at December 31, 2024.

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, 2024, Sempra could have received combined loans and dividends of approximately $ 672 million from SDG&E and approximately $ 457 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:

▪ 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, 2024 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 6.

Based on these restrictions, at December 31, 2024, SDG&E’s restricted net assets were $ 10.0 billion, and SoCalGas’ restricted net assets were $ 7.7 billion, which could not be transferred to Sempra.

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Other Sempra

Sempra owns a 100 % interest in Oncor Holdings, which owns an 80.25 % interest in Oncor. As we discuss in Note 5, 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, 2024.

▪ 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, 2024, all of Oncor’s senior secured ratings were above BBB.

▪ Oncor’s revolving credit lines 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, 2024, Oncor was in compliance with these covenants.

Based on these restrictions, at December 31, 2024, Oncor’s restricted net assets were $ 15.6 billion, which could not be transferred to its owners.

Sempra owns a 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 three 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, 2024, Sharyland Utilities was in compliance with these and all other covenants.

Based on these restrictions, at December 31, 2024, Sharyland Utilities’ restricted net assets were $ 136 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 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 $ 443 million were restricted at December 31, 2024.

▪ Mexico requires domestic corporations to maintain minimum legal reserves as a percentage of capital stock, resulting in restricted net assets of $ 185 million at Sempra Infrastructure’s consolidated Mexican subsidiaries at December 31, 2024.

▪ 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 $ 3 million were restricted at December 31, 2024.

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▪ 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 $ 126 million were restricted at December 31, 2024.

▪ 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 $ 19 million were restricted at December 31, 2024.

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. We adopted the standard on December 31, 2024 and revised our segment reporting disclosures in Note 16 on a retrospective basis.

ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures”: ASU 2023-09 improves the transparency of income tax disclosures by requiring disaggregated information about each Registrant’s ETR reconciliation as well as information on income taxes paid. For each annual period, each Registrant will be required to disclose specific categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold (if the effect of those reconciling items is equal to or greater than 5% of the amount computed by multiplying pretax income or loss by the applicable statutory income tax rate). ASU 2023-09 is effective for annual periods beginning after December 15, 2024. Early adoption is permitted for annual financial statements that have not yet been issued. We plan to adopt the standard on December 31, 2025 and are currently evaluating the effect of the standard on our financial reporting.

ASU 2024-03, “Disaggregation of Income Statement Expenses”: ASU 2024-03 mandates detailed disclosures on the disaggregation of income statement expenses. Public business entities are required to disclose in the notes to financial statements the amounts of purchases of inventory, employee compensation, depreciation and intangible asset amortization included in each relevant expense caption. The standard also requires disclosure of the amount, and a qualitative description of, other items remaining in relevant expense captions that are not separately disaggregated. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted, and entities may adopt the standard on either a prospective or retrospective basis. We are currently evaluating the effect of the standard on our financial reporting and have not yet selected the year in which we will adopt the standard.

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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, 2024
By major service line:
Utilities			$	11,008					$	78					$	( 23 )					$	11,063
Energy-related businesses			—						818						( 63 )						755
Revenues from contracts with customers			$	11,008					$	896					$	( 86 )					$	11,818
By market:
Gas			$	6,858					$	471					$	( 21 )					$	7,308
Electric			4,150						425						( 65 )						4,510
Revenues from contracts with customers			$	11,008					$	896					$	( 86 )					$	11,818
Revenues from contracts with customers			$	11,008					$	896					$	( 86 )					$	11,818
Utilities regulatory revenues			374						—						—						374
Other revenues			—						986						7						993
Total revenues			$	11,382					$	1,882					$	( 79 )					$	13,185
			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

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DISAGGREGATED REVENUES
(Dollars in millions)
			SDG&E																		SoCalGas
			Years ended December 31,
			2024						2023						2022						2024						2023						2022
By major service line:
Revenues from contracts with customers – Utilities			$	5,042					$	5,954					$	5,586					$	6,134					$	7,857					$	6,459
By market:
Gas			$	878					$	1,204					$	899					$	6,134					$	7,857					$	6,459
Electric			4,164						4,750						4,687						—						—						—
Revenues from contracts with customers			$	5,042					$	5,954					$	5,586					$	6,134					$	7,857					$	6,459
Revenues from contracts with customers			$	5,042					$	5,954					$	5,586					$	6,134					$	7,857					$	6,459
Utilities regulatory revenues			299						( 357 )						252						75						432						381
Total revenues			$	5,341					$	5,597					$	5,838					$	6,209					$	8,289					$	6,840

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 or 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 customers, 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.

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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 recognition during the year is affected by seasonality. SDG&E and SoCalGas recognize annual authorized revenue from 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 and collections, 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.

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For contracts greater than one year, at December 31, 2024, 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, 2024.

REMAINING PERFORMANCE OBLIGATIONS
(Dollars in millions)
			Sempra (1)						SDG&E
2025			$	403					$	4
2026			284						4
2027			285						4
2028			239						4
2029			211						4
Thereafter			2,101						52
Total revenues to be recognized			$	3,523					$	72

(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 2024, 2023 or 2022.

CONTRACT LIABILITIES
(Dollars in millions)
			2024						2023						2022
Sempra:
Contract liabilities at January 1			$	( 198 )					$	( 252 )					( 278 )
Revenue from performance obligations satisfied during reporting period			11						14						131
Payments received in advance			( 7 )						( 21 )						( 105 )
Contract modification			( 2 )						61						—
Contract liabilities at December 31 (1)			$	( 196 )					$	( 198 )					$	( 252 )
SDG&E:
Contract liabilities at January 1			$	( 75 )					$	( 79 )					$	( 83 )
Revenue from performance obligations satisfied during reporting period			3						4						4
Contract liabilities at December 31 (2)			$	( 72 )					$	( 75 )					$	( 79 )

(1) Balances at December 31, 2024 and 2023 include $ 105 and $ 5 , respectively, in Other Current Liabilities and $ 91 and $ 193 , respectively, in Deferred Credits and Other.

(2) Balances at December 31, 2024 and 2023 include $ 4 and $ 3 , respectively, in Other Current Liabilities and $ 68 and $ 72 , respectively, in Deferred Credits and Other.

Sempra Infrastructure previously recorded a contract liability for funds held as collateral in lieu of a customer’s letters of credit primarily associated with its LNG storage and regasification agreement. In December 2024, Sempra Infrastructure and the customer agreed to modify their LNG storage and regasification agreement by reducing the remaining term of the agreement from approximately three years to one year , now expiring in December 2025. As a result of the modification, Sempra Infrastructure will recognize approximately $ 107 million, which the customer paid in advance, in revenue over the remaining one-year term. The net effect to our contract liabilities is reflected in “contract modification” in the table above.

As we discuss 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, net of allowances for credit losses, associated with revenues from contracts with customers on the Consolidated Balance Sheets.

RECEIVABLES FROM REVENUES FROM CONTRACTS WITH CUSTOMERS
(Dollars in millions)
			December 31,
			2024						2023
Sempra:
Accounts receivable – trade, net (1)			$	1,787					$	1,951
Accounts receivable – other, net			12						15
Due from unconsolidated affiliates – current (2)			4						4
Other long-term assets (3)			18						—
Total			$	1,821					$	1,970
SDG&E:
Accounts receivable – trade, net (1)			$	774					$	870
Accounts receivable – other, net			11						13
Due from unconsolidated affiliates – current (2)			6						6
Other long-term assets (3)			4						—
Total			$	795					$	889
SoCalGas:
Accounts receivable – trade, net			$	932					$	985
Accounts receivable – other, net			1						2
Other long-term assets (3)			14						—
Total			$	947					$	987

(1) At December 31, 2024 and 2023, includes $ 144 and $ 148 , 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 January 2024, the CPUC directed SDG&E and SoCalGas to offer long-term repayment plans to eligible residential customers with past-due balances.

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. SoCalGas is subject to the GCIM and is eligible for financial awards or subject to financial penalties depending on its performance in relation to specific benchmarks.

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.

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Other Cost-Based Regulatory Recovery

The CPUC, and the FERC as it relates to SDG&E, authorize SDG&E and SoCalGas to collect, or in the case of CPUC programmatic activities, to apply for additional, revenue requirements beyond base rates from customers for certain operating and capital related costs (depreciation, taxes and return on rate base), including for:

▪ costs to purchase natural gas and electricity;

▪ costs associated with administering public purpose, demand response, environmental compliance, 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 or 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 when 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 delays or 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 15.

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.

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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 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.

REGULATORY ASSETS (LIABILITIES) AT DECEMBER 31
(Dollars in millions)
			Sempra												SDG&E												SoCalGas
			2024						2023						2024						2023						2024						2023
Fixed-price contracts and other derivatives			$	53					$	215					$	11					$	14					$	42					$	201
Deferred income taxes recoverable in rates			1,689						1,142						802						626						817						430
Pension and PBOP plan obligations			( 458 )						( 212 )						( 2 )						48						( 456 )						( 260 )
Employee benefit costs			19						24						3						3						16						21
Removal obligations			( 3,295 )						( 3,082 )						( 2,676 )						( 2,468 )						( 619 )						( 614 )
Environmental costs			149						139						115						105						34						34
Sunrise Powerlink fire mitigation			124						124						124						124						—						—
Regulatory balancing accounts (1)(2) :
Commodity – electric			( 313 )						( 233 )						( 313 )						( 233 )						—						—
Commodity – gas, including transportation			( 47 )						( 259 )						86						52						( 133 )						( 311 )
Safety and reliability			820						959						227						207						593						752
Public purpose programs			( 439 )						( 273 )						( 219 )						( 144 )						( 220 )						( 129 )
2024 GRC retroactive impacts			631						—						277						—						354						—
Wildfire mitigation plan			808						685						808						685						—						—
Liability insurance premium			( 24 )						113						( 15 )						90						( 9 )						23
Other balancing accounts			158						373						( 51 )						( 152 )						209						525
Other regulatory assets (liabilities), net (2)			164						( 10 )						87						49						79						( 58 )
Total			$	39					$	( 295 )					$	( 736 )					$	( 994 )					$	707					$	614

(1) At December 31, 2024 and 2023, the noncurrent portion of regulatory balancing accounts – net undercollected for Sempra was $ 1,731 and $ 1,913 , respectively, for SDG&E was $ 873 and $ 950 , respectively, and for SoCalGas was $ 858 and $ 963 , 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 7.

▪ 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).

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▪ 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 45 -year period.

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. The adopted revenue requirements in the 2024 GRC FD were placed into rates on February 1, 2025 and the incremental revenue requirements associated with the period from January 1, 2024 through January 31, 2025 are being recovered in rates over an 18-month period that began on February 1, 2025. 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, 2024, 2023 and 2022 was $ 14 million, $ 12 million and $ 11 million, respectively, at Sempra, $ 7 million, $ 6 million and $ 5 million, respectively, at SDG&E, and $ 7 million, $ 6 million and $ 6 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 December 2024, the CPUC approved an FD in the 2024 GRC for SDG&E and SoCalGas that authorizes SDG&E’s and SoCalGas’ revenue requirements for 2024 and attrition year adjustments for 2025 through 2027, inclusively.

The GRC FD adopts a 2024 revenue requirement of $ 2,699 million for SDG&E’s combined operations ($ 2,193 million for its electric operations and $ 506 million for its natural gas operations). SDG&E’s authorized 2024 combined revenue requirement represents an increase of $ 189 million ( 7.5 %) over its authorized 2023 combined revenue requirement. In connection with SDG&E’s election to change its tax accounting method for gas repairs expenditures, the 2024 combined revenue requirement increase is net of $ 68 million of income tax benefits for 2023 and 2024 to be flowed through to customers. The GRC FD also specifies an increase in SDG&E’s 2025, 2026, and 2027 combined revenue requirements of $ 147 million ( 5.45 %), $ 119 million ( 4.17 %) and $ 122 million ( 4.11 %), respectively, over the preceding year’s combined revenue requirement. The 2025, 2026 and 2027 revenue requirements will be updated to implement a previously authorized change in the cost of capital, which we describe below, that adjusted SDG&E’s rate of return to 7.45 %.

The GRC FD adopts a 2024 revenue requirement of $ 3,806 million for SoCalGas. SoCalGas’ authorized 2024 revenue requirement represents an increase of $ 324 million ( 9.3 %) over its authorized 2023 revenue requirement. In connection with SoCalGas’ election to change its tax accounting method for gas repairs expenditures, the 2024 revenue requirement increase is net of $ 202 million of income tax benefits for 2023 and 2024 to be flowed through to customers. The GRC FD also specifies an increase in SoCalGas’ 2025, 2026, and 2027 revenue requirements of $ 190 million ( 5.00 %), $ 116 million ( 2.91 %) and $ 120 million ( 2.92 %), respectively, over the preceding year’s revenue requirement. The 2025, 2026 and 2027 revenue requirements will be updated to implement a previously authorized change in the cost of capital, which we describe below, that adjusted SoCalGas’ rate of return to 7.49 %.

The GRC provides SDG&E and SoCalGas with numerous mechanisms to seek cost recovery of specified projects and programs. We expect that the requests for cost recovery of these projects and programs, which remain subject to CPUC approval, will result in additional amounts of authorized revenue requirement that are not included in the amounts described above.

Since the GRC FD is effective retroactive to January 1, 2024, SDG&E and SoCalGas recorded the retroactive impacts in the fourth quarter of 2024.

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2024 GRC Track 2

In October 2023, SDG&E submitted a separate request to the CPUC in its 2024 GRC, known as a Track 2 request. This request seeks review and recovery of $ 1.5 billion of wildfire mitigation plan costs incurred from 2019 through 2022 that were in addition to amounts authorized in the 2019 GRC and not addressed in the 2024 GRC FD. SDG&E expects to receive a proposed decision for its Track 2 request in the first half of 2025.

Revenue requirements associated with the Track 2 request have been recorded in a regulatory account. In February 2024, the CPUC approved an interim cost recovery mechanism that permits SDG&E to recover in rates $ 194 million and $ 96 million of this regulatory account balance in 2024 and 2025, respectively. Such recovery of SDG&E’s wildfire mitigation plan regulatory account balance will be subject to refund, contingent on the reasonableness review decision for its Track 2 request.

2024 GRC Track 3

SDG&E expects to submit in the first half of 2025 an additional request to the CPUC in its 2024 GRC, known as a Track 3 request, for review and recovery of wildfire mitigation plan costs incurred in 2023. The GRC FD expanded the scope of the Track 3 filing to include review of SoCalGas’ and SDG&E’s Pipeline Safety Enhancement Plan costs incurred from 2015 to 2020, inclusively.

CPUC COST OF CAPITAL

A CPUC cost of capital proceeding every three years determines a utility’s authorized capital structure and authorized return on rate base. The CCM applies in the interim years 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 (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 1.00 % for the measurement period. 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 cost of capital for SDG&E and SoCalGas that became effective on January 1, 2020 remained in effect through December 31, 2022. The CPUC subsequently approved the 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 CCM was triggered for SDG&E and SoCalGas for the measurement period ending September 30, 2023, and in December 2023, the CPUC approved updated authorized rates of return effective January 1, 2024.

In October 2023, the CPUC issued a ruling to initiate a second phase of the 2023-2025 cost of capital proceeding to evaluate potential modifications to the CCM. In October 2024, the CPUC issued an FD to modify the CCM. The FD updates the upward or downward adjustment to authorized ROE, if the CCM is triggered, from 50 % to 20 % of the change in the benchmark rate during the measurement period. The FD adopted this change effective January 1, 2025, reducing both SDG&E’s and SoCalGas’ ROE by 42 bps to 10.23 % and 10.08 %, respectively, and allowing SDG&E and SoCalGas to update their respective costs of preferred equity and debt for 2025.

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The following table summarizes the cost of capital for SDG&E and SoCalGas. The authorized weighting remained unchanged for each of the years presented.

AUTHORIZED COST OF CAPITAL
			Authorized weighting						2022			2023			2024			2025						2022			2023 (1)			2024			2025
									Return on rate base															Weighted return on rate base
SDG&E:
Long-Term Debt			45.25		%				4.59		%	4.05		%	4.34		%	4.34		%				2.08		%	1.83		%	1.96		%	1.96		%
Preferred Equity			2.75						6.22			6.22			6.22			6.22						0.17			0.17			0.17			0.17
Common Equity			52.00						10.20			9.95			10.65			10.23						5.30			5.17			5.54			5.32
			100.00		%																			7.55		%	7.18		%	7.67		%	7.45		%
SoCalGas:
Long-Term Debt			45.60		%				4.23		%	4.07		%	4.54		%	4.63		%				1.93		%	1.86		%	2.07		%	2.11		%
Preferred Equity			2.40						6.00			6.00			6.00			6.00						0.14			0.14			0.14			0.14
Common Equity			52.00						10.05			9.80			10.50			10.08						5.23			5.10			5.46			5.24
			100.00		%																			7.30		%	7.10		%	7.67		%	7.49		%

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

FERC RATE MATTERS

SDG&E files separately with the FERC for its authorized transmission revenue requirement and ROE on FERC-regulated electric transmission operations and assets.

TO5 Settlement

SDG&E’s authorized TO5 settlement provided for an ROE of 10.60 %, consisting of a base ROE of 10.10 % plus the California ISO adder. In December 2024, the FERC issued an order, which SDG&E has appealed, finding that SDG&E is not eligible for the California ISO adder and that the TO5 adder refund provision has been triggered, requiring SDG&E to refund customers the California ISO adder retroactively from June 1, 2019. As a result of the FERC order, SDG&E recorded a charge of $ 120 million ($ 89 million after tax) with $ 94 million in Electric Revenues and $ 26 million in Other Income, Net, on the SDG&E and Sempra Consolidated Statements of Operations in the year ended December 31, 2024.

TO6 Filing

In June 2024, SDG&E exercised its right to terminate the TO5 settlement. Accordingly, in October 2024, SDG&E submitted its TO6 filing to the FERC, requested to be effective January 1, 2025, and subject to refund. SDG&E’s TO6 filing proposes, among other items, an increase to SDG&E’s currently authorized base ROE from 10.10 % to 11.75 % plus the California ISO adder, for a total ROE of 12.25 %. In December 2024, the FERC accepted SDG&E’s TO6 filing but suspended the effective date to June 1, 2025 and disallowed the inclusion of the California ISO adder, which SDG&E has appealed.

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 7 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,
			2024						2023						2024						2023
Sempra Texas Utilities:
Oncor Holdings (2)			100		%				100		%				$	15,400					$	14,266
Sempra Texas Utilities:
Sharyland Holdings (3)			50		%				50		%				$	122					$	114
Sempra Infrastructure:
Cameron LNG JV (4)			50.2						50.2						1,149						1,008
IMG (5)			40						40						723						620
TAG Norte (6)			50						50						539						501
Segment totals															2,533						2,243
Parent and other – Other															1						1
Total															$	2,534					$	2,244

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

(2) The carrying value of our equity method investment is $ 2,884 and $ 2,870 higher than the underlying equity in the net assets of the investee at December 31, 2024 and 2023, respectively, due to $ 2,868 of equity method goodwill and $ 69 in basis differences in AOCI, offset by $ 53 and $ 67 at December 31, 2024 and 2023, 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 $ 257 and $ 262 higher than the underlying equity in the net assets of the investee at December 31, 2024 and 2023, 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,
						2024						2023						2022
EARNINGS RECORDED BEFORE INCOME TAX (2) :
Sempra Texas Utilities:
Sharyland Holdings						$	8					$	7					$	7
Sempra Infrastructure:
Cameron LNG JV (3)						576						586						659
Segment totals						584						593						666
Parent and other – RBS Sempra Commodities LLP						19						40						—
						603						633						666
EARNINGS RECORDED NET OF INCOME TAX:
Sempra Texas Utilities:
Oncor Holdings						780						694						735
Sempra Infrastructure:
IMG						136						40						68
TAG Norte						90						114						29
Segment totals						1,006						848						832
Total						$	1,609					$	1,481					$	1,498

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

(2) We provide our ETR calculation in Note 7.

(3) Includes $ 9 and $ 12 of basis differences in equity earnings related to AOCI in 2023 and 2022, 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,
						2024						2023						2022
Sempra Texas Utilities:
Oncor Holdings						$	972					$	363					$	341
Sharyland Holdings						4						4						5
						976						367						346
Sempra Infrastructure:
Cameron LNG JV						12						15						30
						12						15						30
Total						$	988					$	382					$	376

DISTRIBUTIONS FROM INVESTMENTS
(Dollars in millions)
						Years ended December 31,
						2024						2023						2022
Sempra Texas Utilities:
Oncor Holdings (1)						$	616					$	441					$	340
Sharyland Holdings						4						4						5
						620						445						345
Sempra Infrastructure:
Cameron LNG JV						453						456						509
IMG						33						11						—
TAG Norte						62						36						32
						548						503						541
Segment totals						1,168						948						886
Parent and other – RBS Sempra Commodities LLP						9						—						—
Total						$	1,177					$	948					$	886

(1) Includes a $ 13 noncash return on investment in 2024. When including payments received under a tax sharing agreement, cash and noncash distributions would total $ 681 , $ 558 and $ 443 in 2024, 2023 and 2022, respectively.

At December 31, 2024 and 2023, our share of the undistributed earnings of equity method investments was $ 2.9 billion and $ 2.5 billion, respectively, including $ 630 million at December 31, 2024 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,
			2024						2023						2022
Operating revenues			$	6,082					$	5,586					$	5,243
Operating expenses			( 4,318 )						( 4,026 )						( 3,682 )
Income from operations			1,764						1,560						1,561
Interest expense			( 653 )						( 536 )						( 445 )
Income tax expense			( 217 )						( 192 )						( 203 )
Net income			957						849						893
NCI held by TTI			( 192 )						( 170 )						( 179 )
Earnings attributable to Sempra (1)			765						679						714
									December 31,
									2024						2023
Current assets									$	1,638					$	1,431
Noncurrent assets									38,697						34,649
Current liabilities									2,183						1,625
Noncurrent liabilities									21,958						19,727
NCI held by TTI									3,689						3,338

(1) Excludes adjustments to equity earnings related to amortization of a tax sharing liability associated with a tax sharing agreement 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 $ 18 million at December 31, 2024, 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 are 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 three 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 10). At December 31, 2024, the fair value of the Support Agreement was $ 25 million, of which $ 7 million is included in Other Current Assets and $ 18 million is included in Other Long-Term Assets on Sempra’s Consolidated Balance Sheet.

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 owns a 50 % interest in the Los Ramones Norte pipeline. SI Partners accounts for its 50 % interest in TAG Norte as an equity method investment.

RBS SEMPRA COMMODITIES LLP

RBS Sempra Commodities LLP is a United Kingdom limited liability partnership formed by Sempra and The Royal Bank of Scotland plc (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 accounted for our investment in RBS Sempra Commodities LLP under the equity method.

In 2018, we fully impaired our remaining equity method investment in RBS Sempra Commodities LLP. In 2023, we reduced our previously recorded estimate of losses by $ 40 million based on a settlement that fully resolved legal matters that we discuss in “Legal Proceedings – Other Sempra” in Note 15. In 2024, we substantially completed the dissolution of the partnership, at which time we recorded $ 19 million ($ 16 million after tax) in Equity Earnings on Sempra’s Consolidated Statement of Operations.

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SUMMARIZED FINANCIAL INFORMATION

We present summarized financial information below, aggregated for all other equity method investments (excluding Oncor Holdings and RBS Sempra Commodities LLP) 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,
			2024						2023						2022
Gross revenues			$	2,962					$	3,083					$	2,959
Operating expenses			( 820 )						( 776 )						( 772 )
Income from operations			2,142						2,307						2,187
Interest expense			( 547 )						( 570 )						( 505 )
Net income/Earnings (1)(2)			1,688						1,499						1,537

									December 31,
									2024						2023
Current assets									$	1,134					$	1,216
Noncurrent assets									14,687						14,826
Current liabilities									1,130						1,255
Noncurrent liabilities									10,051						10,786

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

(2) 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, 2024, 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.

COMMITTED LINES OF CREDIT
(Dollars in millions)
									December 31, 2024
Borrower			Expiration date of facility						Total facility						Commercial paper outstanding						Amounts outstanding						Letters of credit outstanding						Available unused credit
Sempra			October 2029						$	4,000					$	—					$	—					$	—					$	4,000
SDG&E			October 2029						1,500						( 417 )						—						—						1,083
SoCalGas			October 2029						1,200						( 337 )						—						—						863
SI Partners and IEnova			September 2025						500						—						( 368 )						—						132
SI Partners and IEnova			August 2026						1,000						—						—						—						1,000
SI Partners and IEnova			August 2028						1,500						—						( 186 )						—						1,314
Port Arthur LNG			March 2030						200						—						—						( 64 )						136
Total									$	9,900					$	( 754 )					$	( 554 )					$	( 64 )					$	8,528

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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, 2024, 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, 2024.

◦ 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, 2024, SI Partners was in compliance with this ratio.

Port Arthur LNG has a working capital facility agreement, reflected in the table above, that 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.

Uncommitted Line of Credit

ECA LNG Phase 1 has an uncommitted line of credit with an aggregate capacity of $ 100 million that expires in August 2026. Borrowings are generally used for working capital requirements and can be in U.S. dollars or Mexican pesos. At December 31, 2024, ECA LNG Phase 1 had outstanding borrowings of $ 8 million, before reductions of any unamortized discounts, in Mexican pesos that bear interest at a variable rate based on the 28-day Interbank Equilibrium Interest Rate plus 154 bps. Borrowings made in U.S. dollars bear interest at a variable rate based on the one-month or three-month SOFR plus 164 bps and a credit adjustment spread of 10 bps.

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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, 2024, we had $ 497 million in standby letters of credit outstanding under these agreements.

UNCOMMITTED LETTERS OF CREDIT OUTSTANDING
(Dollars in millions)
			Expiration date range			December 31, 2024
SDG&E			January 2025 - November 2025			$	26
SoCalGas			January 2025 - December 2025			20
Other Sempra			January 2025 - November 2054			451
Total Sempra						$	497

Term Loan

In May 2024, SoCalGas entered into a $ 500 million, 364 -day term loan facility with a maturity date of May 22, 2025, and in December 2024, SoCalGas increased the amount of the term loan to $ 700 million. At December 31, 2024, SoCalGas had borrowed the full $ 700 million then available under the term loan, net of negligible debt issuance costs, which is included in Short-Term Debt on SoCalGas’ Balance Sheet. SoCalGas may request a further increase in the term loan facility of up to $ 300 million prior to the maturity date, subject to lender approval. The outstanding borrowings bear interest at a per annum rate equal to term SOFR, plus 80 bps and a credit adjustment spread of 10 bps. SoCalGas used the proceeds to repay commercial paper and for other general corporate purposes.

Weighted-Average Interest Rates

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

WEIGHTED-AVERAGE INTEREST RATES
			December 31,
			2024						2023
Sempra			5.03		%				5.96		%
SDG&E			4.76						—
SoCalGas			5.02						5.44

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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,
			2024						2023
SDG&E:
First mortgage bonds (collateralized by plant assets):
2.50 % May 15, 2026			$	500					$	500
6.00 % June 1, 2026			250						250
4.95 % August 15, 2028			600						600
1.70 % October 1, 2030			800						800
3.00 % March 15, 2032			500						500
5.35 % May 15, 2035			250						250
6.125 % September 15, 2037			250						250
6.00 % June 1, 2039			300						300
5.35 % May 15, 2040			250						250
4.50 % August 15, 2040			500						500
3.95 % November 15, 2041			250						250
4.30 % April 1, 2042			250						250
3.75 % June 1, 2047			400						400
4.15 % May 15, 2048			400						400
4.10 % June 15, 2049			400						400
3.32 % April 15, 2050			400						400
2.95 % August 15, 2051			750						750
3.70 % March 15, 2052			500						500
5.35 % April 1, 2053			800						800
5.55 % April 15, 2054			600						—
			8,950						8,350
Other long-term debt (uncollateralized):
Notes at variable rates ( 5.99 % at December 31, 2023) February 18, 2024 (1)			—						400
Finance lease obligations:
Power purchase agreements			1,138						1,166
Other			67						67
			1,205						1,633
			10,155						9,983
Current portion of long-term debt and finance leases			( 42 )						( 441 )
Unamortized discount on long-term debt			( 33 )						( 29 )
Unamortized debt issuance costs			( 62 )						( 60 )
Total SDG&E			$	10,018					$	9,453

(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,
			2024						2023
SoCalGas:
First mortgage bonds (collateralized by plant assets):
3.15 % September 15, 2024			$	—					$	500
3.20 % June 15, 2025			350						350
2.60 % June 15, 2026			500						500
2.55 % February 1, 2030			650						650
5.20 % June 1, 2033			500						500
5.05 % September 1, 2034			600						—
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
4.30 % 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						500
5.60 % April 1, 2054			500						—
			6,650						6,050
Other long-term debt (uncollateralized):
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			110						107
			819						816
			7,469						6,866
Current portion of long-term debt and finance leases			( 373 )						( 523 )
Unamortized discount on long-term debt			( 18 )						( 13 )
Unamortized debt issuance costs			( 47 )						( 42 )
Total SoCalGas			$	7,031					$	6,288

(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,
			2024						2023
Other Sempra:
Sempra - Other long-term debt (uncollateralized):
3.30 % Notes April 1, 2025			$	750					$	750
5.40 % Notes August 1, 2026			550						550
3.25 % Notes June 15, 2027			750						750
3.40 % Notes February 1, 2028			1,000						1,000
3.70 % Notes April 1, 2029			500						500
5.50 % Notes August 1, 2033			700						700
3.80 % Notes February 1, 2038			1,000						1,000
6.00 % Notes October 15, 2039			750						750
4.00 % Notes February 1, 2048			800						800
4.125 % (next rate reset on April 1, 2027) Junior Subordinated Notes April 1, 2052 (1)			1,000						1,000
6.40 % (next rate reset on October 1, 2034) Junior Subordinated Notes October 1, 2054 (1)			1,250						—
6.875 % (next rate reset on October 1, 2029) Junior Subordinated Notes October 1, 2054 (1)			600						—
6.875 % (next rate reset on October 1, 2029) Junior Subordinated Notes October 1, 2054 (1)			500						—
6.55 % (next rate reset on April 1, 2035) Junior Subordinated Notes April 1, 2055 (1)			600						—
6.625 % (next rate reset on April 1, 2030) Junior Subordinated Notes April 1, 2055 (1)			400						—
5.75 % Junior Subordinated Notes July 1, 2079 (1)			758						758
			11,908						8,558
Sempra Infrastructure - Other long-term debt (uncollateralized unless otherwise noted):
Loan at variable rates (weighted-average rate of 7.29 % and 8.31 % at December 31, 2024 and 2023, respectively) December 9, 2025			1,063						832
3.75 % Notes January 14, 2028			300						300
Loan at variable rates (includes $ 1,090 and $ 200 at December 31, 2024 and 2023, respectively, ( 5.329 % after floating-to-fixed rate swaps effective 2023) and $ 58 at December 31, 2023 (weighted-average rate of 7.37 % at December 31, 2023)) March 20, 2030, collateralized by plant assets (1)			1,090						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)			90						96
Loan at variable rates ( 4.03 % after floating-to-fixed rate swap effective 2019) payable June 15, 2022 through November 19, 2034 (1)			90						96
Loan at variable rates ( 2.38 % after floating-to-fixed rate swap effective 2020) payable June 15, 2022 through November 19, 2034 (1)			90						96
2.90 % Loan payable June 15, 2022 through November 19, 2034 (1)			219						231
4.875 % Notes January 14, 2048			540						540
4.75 % Notes January 15, 2051			800						800
			4,682						3,649
			16,590						12,207
Current portion of long-term debt			( 1,859 )						( 11 )
Unamortized discount on long-term debt			( 78 )						( 66 )
Unamortized debt issuance costs			( 144 )						( 112 )
Total Other Sempra			14,509						12,018
Total Sempra			$	31,558					$	27,759

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

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At December 31, 2024, 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
2025			$	—					$	350					$	1,862					$	2,212
2026			750						504						599						1,853
2027			—						700						799						1,499
2028			600						5						1,358						1,963
2029			—						—						584						584
Thereafter			7,600						5,800						11,388						24,788
Total			$	8,950					$	7,359					$	16,590					$	32,899

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

Various long-term obligations totaling $ 16.2 billion at Sempra at December 31, 2024 are unsecured. This includes unsecured long-term obligations totaling $ 709 million at SoCalGas.

Callable Long-Term Debt

At the option of Sempra, SDG&E and SoCalGas, certain debt at December 31, 2024 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			$	—					$	4					$	6,687					$	6,691
Subject to make-whole provisions			8,950						7,350						9,903						26,203

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 $ 8.8 billion at SDG&E and $ 1.6 billion at SoCalGas at December 31, 2024.

SDG&E

In March 2024, SDG&E issued $ 600 million aggregate principal amount of 5.55 % first mortgage bonds due in full upon maturity on April 15, 2054 and received proceeds of $ 587 million (net of debt discount, underwriting discounts and debt issuance costs of $ 13 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 to repay commercial paper and for other general corporate purposes.

SoCalGas

In March 2024, SoCalGas issued $ 500 million aggregate principal amount of 5.60 % first mortgage bonds due in full upon maturity on April 1, 2054 and received proceeds of $ 491 million (net of debt discount, underwriting discounts and debt issuance costs of $ 9 million). The first mortgage bonds are redeemable prior to maturity, subject to their terms, and in certain circumstances subject to make-whole provisions. SoCalGas used the net proceeds to repay outstanding indebtedness and for other general corporate purposes.

In August 2024, SoCalGas issued $ 600 million aggregate principal amount of 5.05 % first mortgage bonds due in full upon maturity on September 1, 2034 and received proceeds of $ 592 million (net of debt discount, underwriting discounts and debt issuance costs of $ 8 million). The first mortgage bonds are redeemable prior to maturity, subject to their terms, and in certain circumstances subject to make-whole provisions. SoCalGas used the net proceeds to repay outstanding indebtedness and for other general corporate purposes.

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Other Long-Term Debt

Other Sempra

Sempra. Sempra issued the following fixed-to-fixed reset rate junior subordinated notes in 2024:

▪ In March 2024, Sempra issued $ 600 million aggregate principal amount of 6.875 % junior subordinated notes maturing on October 1, 2054, and received proceeds of $ 593 million (net of debt discount, underwriting discounts and debt issuance costs of $ 7 million). In May 2024, Sempra issued an additional $ 500 million aggregate principal amount of these junior subordinated notes and received proceeds of $ 489 million (net of debt discount, underwriting discounts and debt issuance costs of $ 11 million, but excluding $ 7 million paid to us in respect of accrued interest from and including March 14, 2024 to, but excluding, May 31, 2024. Interest accrues from and including March 14, 2024 to, but excluding, October 1, 2029 at the rate of 6.875 % per annum.

▪ In September 2024, Sempra issued $ 1.25 billion aggregate principal amount of 6.40 % junior subordinated notes maturing on October 1, 2054, and received proceeds of $ 1.235 billion (net of underwriting discounts and debt issuance costs of $ 15 million). Interest accrues from and including September 9, 2024 to, but excluding, October 1, 2034 at the rate of 6.40 % per annum.

▪ In November 2024, Sempra issued $ 400 million aggregate principal amount of 6.625 % junior subordinated notes maturing on April 1, 2055, and received proceeds of $ 395 million (net of underwriting discounts and debt issuance costs of $ 5 million). Interest accrues from and including November 21, 2024 to, but excluding, April 1, 2030 at the rate of 6.625 % per annum.

▪ In November 2024, Sempra issued $ 600 million aggregate principal amount of 6.55 % junior subordinated notes maturing on April 1, 2055, and received proceeds of $ 593 million (net of underwriting discounts and debt issuance costs of $ 7 million). Interest accrues from and including November 21, 2024 to, but excluding, April 1, 2035 at the rate of 6.55 % per annum.

The interest rates on the notes will be reset on:

▪ October 1, 2029 (for the March 2024 and May 2024 issuances),

▪ October 1, 2034 (for the September 2024 issuance),

▪ April 1, 2030 (for the $ 400 million November 2024 issuance), and

▪ April 1, 2035 (for the $ 600 million November 2024 issuance),

and on each subsequent five-year period beginning on October 1 or April 1, as applicable, of every fifth year thereafter, at a rate per annum equal to the Five-year U.S. Treasury Rate (as defined in the notes) as of the day falling two business days before the first day of such five -year period plus a spread of:

▪ 2.789 % (for the March 2024 and May 2024 issuances),

▪ 2.632 % (for the September 2024 issuance),

▪ 2.354 % (for the $ 400 million November 2024 issuance), and

▪ 2.138 % (for the $ 600 million November 2024 issuance).

Interest is payable on the notes semi-annually in arrears on April 1 and October 1 of each year, beginning on October 1, 2024 (for the March 2024 and May 2024 issuances) or April 1, 2025 (for the September 2024 and November 2024 issuances).

We may redeem some or all of the notes before their maturity, as follows:

▪ in whole or in part, (i) on any day in the period commencing on the date falling 90 days prior to, and ending on and including October 1, 2029 (for the March 2024 and May 2024 issuances), October 1, 2034 (for the September 2024 issuance), April 1, 2030 (for the $ 400 million November 2024 issuance), and April 1, 2035 (for the $ 600 million November 2024 issuance), and (ii) after those respective dates, on any interest payment date, at a redemption price in cash equal to 100 % of the principal amount of the notes being redeemed, plus, subject to the terms of the notes, accrued and unpaid interest on the notes to be redeemed to, but excluding, the redemption date;

▪ in whole but not in part, at any time following the occurrence and during the continuance of a tax event (as defined in the notes) at a redemption price in cash equal to 100 % of the principal amount of the notes, plus, subject to the terms of the notes, accrued and unpaid interest on the notes to, but excluding, the redemption date; and

▪ in whole but not in part, at any time following the occurrence and during the continuance of a rating agency event (as defined in the notes) at a redemption price in cash equal to 102 % of the principal amount of the notes, plus, subject to the terms of the notes, accrued and unpaid interest on the notes to, but excluding, the redemption date.

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The notes described above are unsecured obligations and rank junior and subordinate in right of payment to our existing and future senior indebtedness. The notes rank equally in right of payment with each other and with our existing 4.125 % fixed-to-fixed reset rate junior subordinated notes due 2052 and 5.75 % junior subordinated notes due 2079 and with any future unsecured indebtedness that we may incur if the terms of such indebtedness provide that it ranks equally with the notes in right of payment. The notes are effectively subordinated in right of payment to any secured indebtedness we have incurred or may incur (to the extent of the value of the collateral securing such secured indebtedness) and to all existing and future indebtedness and other liabilities and any preferred equity of our subsidiaries.

We used, or plan to use, the proceeds from the offerings for general corporate purposes, including repayment of commercial paper and other indebtedness.

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, 2024 and 2023, $ 1.1 billion and $ 832 million, respectively, of borrowings from external lenders were outstanding under the loan agreement, with a weighted-average interest rate of 7.29 % and 8.31 %, respectively.

Port Arthur LNG. Port Arthur LNG has a seven -year term loan facility agreement with a syndicate of lenders that matures on March 20, 2030, for an aggregate principal amount of approximately $ 6.8 billion. At December 31, 2024 and 2023, $ 1.1 billion and $ 258 million, respectively, of borrowings were outstanding under the loan agreement, with an all-in weighted-average interest rate of 5.33 % and 5.81 %, respectively. Proceeds from the loan are being used to finance the cost of construction of the PA LNG Phase 1 project.

In November 2024, Port Arthur LNG signed an agreement to issue senior secured notes in January 2025 for $ 750 million and April 2025 for $ 250 million. The net proceeds from the January 2025 issuance and the expected net proceeds from the April 2025 issuance were or will be used to pay transaction fees and repay borrowings under the existing Port Arthur LNG term loan facility. The senior secured notes mature in December 2042 and the January 2025 and April 2025 issuances bear interest at the rate of 6.27 % and 6.32 % per annum, respectively.

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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,
			2024						2023						2022
Sempra:
Income tax expense			$	219					$	490					$	556
Income before income taxes and equity earnings			$	2,110					$	2,627					$	1,343
Equity earnings, before income tax (1)			603						633						666
Pretax income			$	2,713					$	3,260					$	2,009
Effective income tax rate			8		%				15		%				28		%
SDG&E:
Income tax expense (benefit)			$	153					$	( 26 )					$	182
Income before income taxes			$	1,044					$	910					$	1,097
Effective income tax rate			15		%				( 3 )		%				17		%
SoCalGas:
Income tax expense (benefit)			$	31					$	( 5 )					$	138
Income before income taxes			$	987					$	807					$	738
Effective income tax rate			3		%				( 1 )		%				19		%

(1) We discuss how we recognize equity earnings in Note 5.

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. Items subject to flow-through treatment include:

▪ repairs expenditures related to certain utility plant fixed assets

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

▪ cost of removal related to certain utility plant assets

▪ utility self-developed software expenditures

▪ depreciation related to certain 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,
			2024						2023						2022
Sempra:
U.S. federal statutory income tax rate			21		%				21		%				21		%
Valuation allowances			14						—						( 2 )
Utility depreciation			4						3						4
Non-U.S. earnings taxed at rates different from the U.S. statutory income tax rate (2)			1						1						3
State income taxes, net of federal income tax benefit			1						1						1
Outside basis differences			—						—						6
Remeasurement of deferred taxes			—						( 1 )						( 3 )
Tax credits			( 1 )						( 5 )						( 1 )
Utility self-developed software expenditures			( 1 )						( 1 )						—
Allowance for equity funds used during construction			( 1 )						( 1 )						( 1 )
Amortization of excess deferred income taxes			( 1 )						( 1 )						( 2 )
Resolution of prior years’ income tax items			( 2 )						( 2 )						( 2 )
Noncontrolling interests			( 3 )						( 3 )						—
Utility repairs expenditures			( 8 )						( 6 )						( 5 )
Foreign exchange and inflation effects (1)			( 14 )						9						9
Other, net			( 2 )						—						—
Effective income tax rate			8		%				15		%				28		%
SDG&E:
U.S. federal statutory income tax rate			21		%				21		%				21		%
Depreciation			5						5						3
State income taxes, net of federal income tax benefit			3						2						4
Self-developed software expenditures			( 1 )						( 1 )						—
Resolution of prior years’ income tax items			( 1 )						( 1 )						( 2 )
Amortization of excess deferred income taxes			( 1 )						( 2 )						( 2 )
Allowance for equity funds used during construction			( 1 )						( 2 )						( 2 )
Tax credits			( 1 )						( 16 )						—
Repairs expenditures			( 9 )						( 8 )						( 5 )
Other, net			—						( 1 )						—
Effective income tax rate			15		%				( 3 )		%				17		%
SoCalGas:
U.S. federal statutory income tax rate			21		%				21		%				21		%
Depreciation			5						5						5
Nondeductible expenditures			—						—						2
State income taxes, net of federal income tax benefit			( 1 )						( 2 )						2
Amortization of excess deferred income taxes			( 1 )						( 2 )						( 2 )
Allowance for equity funds used during construction			( 2 )						( 1 )						( 2 )
Self-developed software expenditures			( 2 )						( 2 )						—
Resolution of prior years’ income tax items			( 3 )						( 6 )						—
Repairs expenditures			( 14 )						( 14 )						( 6 )
Other, net			—						—						( 1 )
Effective income tax rate			3		%				( 1 )		%				19		%

(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.

(2) Related to operations in Mexico.

We expect to repatriate approximately $ 3.1 billion of foreign undistributed earnings in the foreseeable future, and have accrued $ 100 million of U.S. state deferred income tax liability at December 31, 2024. We repatriated approximately $ 100 million and $ 108 million to the U.S. in 2024 and 2023, respectively.

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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, 2024. 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 location of pretax income.

PRETAX INCOME BY GEOGRAPHIC LOCATION
(Dollars in millions)
			Years ended December 31,
			2024						2023						2022
Sempra:
U.S.			$	2,354					$	2,678					$	1,449
Non-U.S.			359						582						560
Total (1)			$	2,713					$	3,260					$	2,009

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

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The components of income tax expense are as follows.

INCOME TAX EXPENSE (BENEFIT)
(Dollars in millions)
			Years ended December 31,
			2024						2023						2022
Sempra:
Current:
U.S. federal			$	73					$	102					$	—
U.S. state			( 4 )						3						( 1 )
Non-U.S.			179						208						165
Total			248						313						164
Deferred:
U.S. federal			366						( 56 )						248
U.S. state			28						18						50
Non-U.S.			( 422 )						225						94
Total (1)			( 28 )						187						392
Deferred investment tax credits			( 1 )						( 10 )						—
Total income tax expense			$	219					$	490					$	556
SDG&E:
Current:
U.S. federal			$	( 16 )					$	( 156 )					$	76
U.S. state			—						( 5 )						13
Total			( 16 )						( 161 )						89
Deferred:
U.S. federal			129						111						54
U.S. state			41						35						38
Total			170						146						92
Deferred investment tax credits			( 1 )						( 11 )						1
Total income tax expense (benefit)			$	153					$	( 26 )					$	182
SoCalGas:
Current:
U.S. federal			$	3					$	( 6 )					$	( 5 )
U.S. state			—						( 11 )						( 3 )
Total			3						( 17 )						( 8 )
Deferred:
U.S. federal			45						22						125
U.S. state			( 16 )						( 11 )						22
Total			29						11						147
Deferred investment tax credits			( 1 )						1						( 1 )
Total income tax expense (benefit)			$	31					$	( 5 )					$	138

(1) In 2024 and 2023, Deferred Income Taxes and Investment Tax Credits on the Sempra Consolidated Statements of Cash Flows also includes $ 9 and $ 72 , respectively, of income taxes included in equity earnings, which are recorded net of income tax under a tax sharing agreement with Oncor.

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The tables below present the components of deferred income taxes:

DEFERRED INCOME TAXES
(Dollars in millions)
			December 31,
			2024						2023
Sempra:
Deferred income tax liabilities:
Differences in financial and tax bases of fixed assets, investments and other assets (1)			$	7,164					$	6,875
U.S. state and non-U.S. withholding tax on repatriation of foreign earnings			79						55
Regulatory balancing accounts			850						727
Right-of-use assets – operating leases			325						211
Property taxes			74						68
Postretirement benefits			150						47
Other deferred income tax liabilities			94						68
Total deferred income tax liabilities			8,736						8,051
Deferred income tax assets:
Tax credits			1,485						1,468
Net operating losses			1,105						982
Compensation-related items			225						157
Operating lease liabilities			301						179
Other deferred income tax assets			219						96
Bad debt allowance			151						144
Accrued expenses not yet deductible			80						89
Deferred income tax assets before valuation allowances			3,566						3,115
Less: valuation allowances			503						189
Total deferred income tax assets			3,063						2,926
Net deferred income tax liability (2)			$	5,673					$	5,125

(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, 2024 and 2023, includes $ 172 and $ 129 , respectively, recorded as a noncurrent asset and $ 5,845 and $ 5,254 , respectively, recorded as a noncurrent liability on the Consolidated Balance Sheets.

DEFERRED INCOME TAXES
(Dollars in millions)
			SDG&E												SoCalGas
			December 31,
			2024						2023						2024						2023
Deferred income tax liabilities:
Differences in financial and tax bases of utility plant and other assets			$	2,805					$	2,641					$	2,594					$	2,272
Regulatory balancing accounts			545						418						306						309
Right-of-use assets – operating leases			222						103						5						8
Property taxes			47						43						27						25
Postretirement benefits			—						—						124						71
Other deferred income tax liabilities			—						—						2						4
Total deferred income tax liabilities			3,619						3,205						3,058						2,689
Deferred income tax assets:
Tax credits			8						7						2						7
Compensation-related items			8						9						26						31
Operating lease liabilities			222						103						5						8
Bad debt allowance			29						37						72						86
Accrued expenses not yet deductible			10						11						54						56
Net operating losses			122						146						874						890
Other deferred income tax assets			9						19						20						25
Total deferred income tax assets			408						332						1,053						1,103
Net deferred income tax liability			$	3,211					$	2,873					$	2,005					$	1,586

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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, 2024			Year expiration begins
Sempra:
U.S. federal:
NOLs (1)			$	3,091		2037
General business tax credits (1)			126			2043
Corporate alternative minimum tax credits (1)			676			Indefinite
Foreign tax credits (2)			706			2025
U.S. state:
NOLs (2)			5,912			2027
General business tax credits (1)			24			2027
Non-U.S. (2) :
NOLs			782			2025
Foreign tax credits			5			Indefinite
SDG&E:
U.S. federal (1) :
NOLs			$	279		Indefinite
General business tax credits			1			2044
U.S. state NOLs (1)			909			2043
SoCalGas:
U.S. federal NOLs (1)			$	2,857		Indefinite
U.S. state NOLs (1)			3,917			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. In the year ended December 31, 2024, we recognized income tax expense of $ 330 million from changes to a valuation allowance against foreign tax credits that were carried forward from the implementation of the Tax Cuts and Jobs Act of 2017. For various U.S. state and non-U.S. jurisdictions, the negative evidence outweighs the positive evidence primarily due to cumulative pretax losses 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 BY JURISDICTION
(Dollars in millions)
			December 31,
			2024						2023
Sempra:
U.S. federal			$	406					$	108
U.S. state			47						51
Non-U.S.			50						30
			$	503					$	189

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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)
			2024						2023						2022
Sempra:
Balance at January 1			$	492					$	278					$	304
Increase in prior period tax positions			40						308						16
Decrease in prior period tax positions			( 8 )						( 63 )						( 2 )
Decrease in current period tax positions			—						( 21 )						—
Settlements with tax authorities			( 15 )						( 16 )						( 43 )
Expiration of statutes of limitations			—						—						( 1 )
Increase in current period tax positions			39						6						4
Balance at December 31			$	548					$	492					$	278
Of December 31 balance, amounts related to tax positions that if recognized in future years would
decrease the effective tax rate (1)			$	( 229 )					$	( 224 )					$	( 117 )
increase the effective tax rate (1)			1						1						38
SDG&E:
Balance at January 1			$	14					$	14					$	14
Increase in prior period tax positions			—						2						—
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			$	29					$	77					$	72
Increase in prior period tax positions			—						1						1
Decrease in prior period tax positions			—						( 47 )						—
Increase in current period tax positions			—						—						4
Settlements with tax authorities			—						( 2 )						—
Balance at December 31			$	29					$	29					$	77
Of December 31 balance, amounts related to tax positions that if recognized in future years would
decrease the effective tax rate (1)			$	( 29 )					$	( 29 )					$	( 67 )
increase the effective tax rate (1)			—						—						37

(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, 2024, it is not reasonably possible this matter could be resolved within the next 12 months. 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 elected this change in tax accounting method in Sempra’s consolidated 2023 income tax return filing and recorded additional 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 for previously unrecognized income tax benefits pertaining to gas repairs expenditures. Sempra elected this change in tax accounting method in its consolidated 2023 income tax return filing.

Sempra, SDG&E, and SoCalGas record regulatory liabilities for 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,
			2024						2023						2022
Sempra:
Potential resolution of audit issues with various U.S. federal, state and local and non-U.S. taxing authorities			$	15					$	242					$	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 at both December 31, 2024 and 2023 on the Consolidated Balance Sheets, and negligible amounts in 2024, $ 2 million in 2023 and negligible amounts in 2022 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, 2024 and 2023 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 2020. 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 2020 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. In 2023, we increased 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.

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 $ 585 million and $ 549 million at December 31, 2024 and 2023, respectively.

PENSION AND PBOP PLANS

Oncor

In 2024 and 2023, we had $ 34 million and $ 38 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 2024 and 2023, and a statement of the funded status at December 31, 2024 and 2023.

PROJECTED BENEFIT OBLIGATION, FAIR VALUE OF ASSETS AND FUNDED STATUS
(Dollars in millions)
			Pension (1)												PBOP
			2024						2023						2024						2023
Sempra:
CHANGE IN PROJECTED BENEFIT OBLIGATION
Obligation at January 1			$	3,107					$	2,806					$	693					$	663
Service cost			132						109						15						13
Interest cost			166						157						36						37
Contributions from plan participants			—						—						23						23
Actuarial (gain) loss			( 100 )						190						( 11 )						28
Plan amendments			2						4						—						—
Benefit payments			( 81 )						( 83 )						( 69 )						( 71 )
Settlements			( 87 )						( 76 )						—						—
Obligation at December 31			3,139						3,107						687						693
CHANGE IN PLAN ASSETS
Fair value of plan assets at January 1			2,664						2,390						1,169						1,096
Actual return on plan assets			196						218						57						117
Employer contributions			243						215						5						4
Contributions from plan participants			—						—						23						23
Benefit payments			( 81 )						( 83 )						( 69 )						( 71 )
Settlements			( 87 )						( 76 )						—						—
Fair value of plan assets at December 31			2,935						2,664						1,185						1,169
Funded status at December 31			$	( 204 )					$	( 443 )					$	498					$	476
Net recorded (liability) asset at December 31			$	( 204 )					$	( 443 )					$	498					$	476

(1) The accumulated benefit obligation was $ 2,900 and $ 2,865 at December 31, 2024 and 2023, respectively.

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PROJECTED BENEFIT OBLIGATION, FAIR VALUE OF ASSETS AND FUNDED STATUS
(Dollars in millions)
			Pension (1)												PBOP
			2024						2023						2024						2023
SDG&E:
CHANGE IN PROJECTED BENEFIT OBLIGATION
Obligation at January 1			$	807					$	714					$	140					$	134
Service cost			39						32						3						3
Interest cost			43						40						7						8
Contributions from plan participants			—						—						8						8
Actuarial (gain) loss			( 28 )						69						( 6 )						7
Benefit payments			( 16 )						( 17 )						( 18 )						( 20 )
Settlements			( 23 )						( 31 )						—						—
Obligation at December 31			822						807						134						140
CHANGE IN PLAN ASSETS
Fair value of plan assets at January 1			726						670						150						147
Actual return on plan assets			63						52						5						14
Employer contributions			37						52						—						1
Contributions from plan participants			—						—						8						8
Benefit payments			( 16 )						( 17 )						( 18 )						( 20 )
Settlements			( 23 )						( 31 )						—						—
Fair value of plan assets at December 31			787						726						145						150
Funded status at December 31			$	( 35 )					$	( 81 )					$	11					$	10
Net recorded (liability) asset at December 31			$	( 35 )					$	( 81 )					$	11					$	10

(1) The accumulated benefit obligation was $ 781 and $ 769 at December 31, 2024 and 2023, respectively.

PROJECTED BENEFIT OBLIGATION, FAIR VALUE OF ASSETS AND FUNDED STATUS
(Dollars in millions)
			Pension (1)												PBOP
(Dollars in millions)			2024						2023						2024						2023
SoCalGas:
CHANGE IN PROJECTED BENEFIT OBLIGATION
Obligation at January 1			$	1,977					$	1,814					$	521					$	497
Service cost			79						65						11						9
Interest cost			105						101						27						28
Contributions from plan participants			—						—						14						14
Actuarial (gain) loss			( 70 )						90						( 4 )						21
Plan amendments			2						—						—						—
Benefit payments			( 56 )						( 58 )						( 47 )						( 48 )
Settlements			( 38 )						( 35 )						—						—
Obligation at December 31			1,999						1,977						522						521
CHANGE IN PLAN ASSETS
Fair value of plan assets at January 1			1,744						1,535						990						923
Actual return on plan assets			115						151						50						100
Employer contributions			172						151						1						1
Contributions from plan participants			—						—						14						14
Benefit payments			( 56 )						( 58 )						( 47 )						( 48 )
Settlements			( 38 )						( 35 )						—						—
Fair value of plan assets at December 31			1,937						1,744						1,008						990
Funded status at December 31			$	( 62 )					$	( 233 )					$	486					$	469
Net recorded (liability) asset at December 31			$	( 62 )					$	( 233 )					$	486					$	469

(1) The accumulated benefit obligation was $ 1,824 and $ 1,799 at December 31, 2024 and 2023, respectively.

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.

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Pension Plans

▪ In 2024, actuarial gains were driven by an increase in discount rates at SoCalGas and SDG&E, offset by updated census data at SoCalGas and SDG&E.

▪ In 2023, actuarial losses were driven 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.

PBOP Plans

▪ In 2024, actuarial gains were driven by an increase in discount rates at SoCalGas, partially offset by an increase in the 2025 expected healthcare costs at SoCalGas.

▪ In 2023, actuarial losses were driven 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-plan-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, 2024 and for the duration of the 2024 GRC cycle, a fixed amount equal to the estimated annual service cost as defined by U.S. GAAP plus one year of a seven-year amortization of the unfunded projected benefit obligation of the pension plan as of January 1, 2024, 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,
			2024						2023						2024						2023
Sempra:
Noncurrent assets			$	6					$	—					$	507					$	485
Current liabilities			( 50 )						( 44 )						( 1 )						( 1 )
Noncurrent liabilities			( 160 )						( 399 )						( 8 )						( 8 )
Net recorded (liability) asset			$	( 204 )					$	( 443 )					$	498					$	476
SDG&E:
Noncurrent assets			$	—					$	—					$	11					$	10
Current liabilities			( 7 )						( 2 )						—						—
Noncurrent liabilities			( 28 )						( 79 )						—						—
Net recorded (liability) asset			$	( 35 )					$	( 81 )					$	11					$	10
SoCalGas:
Noncurrent assets			$	—					$	—					$	486					$	469
Current liabilities			( 17 )						( 2 )						—						—
Noncurrent liabilities			( 45 )						( 231 )						—						—
Net recorded (liability) asset			$	( 62 )					$	( 233 )					$	486					$	469

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,
			2024						2023						2024						2023
Sempra:
Net actuarial (loss) gain			$	( 120 )					$	( 124 )					$	14					$	13
Prior service cost			( 9 )						( 6 )						—						—
Total			$	( 129 )					$	( 130 )					$	14					$	13
SDG&E:
Net actuarial loss			$	( 12 )					$	( 8 )
Total			$	( 12 )					$	( 8 )
SoCalGas:
Net actuarial loss			$	( 14 )					$	( 10 )
Prior service cost			( 3 )						( 2 )
Total			$	( 17 )					$	( 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,
			2024						2023
Sempra:
Projected benefit obligation			$	2,752					$	2,925
Accumulated benefit obligation			2,542						2,712
Fair value of plan assets			2,724						2,664
SDG&E:
Projected benefit obligation			$	793					$	781
Accumulated benefit obligation			755						746
Fair value of plan assets			787						726
SoCalGas:
Projected benefit obligation			$	1,959					$	1,944
Accumulated benefit obligation			1,787						1,771
Fair value of plan assets			1,937						1,744

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,
			2024						2023
Sempra:
Projected benefit obligation			$	183					$	182
Accumulated benefit obligation			159						153
SDG&E:
Projected benefit obligation			$	29					$	26
Accumulated benefit obligation			26						23
SoCalGas:
Projected benefit obligation			$	40					$	33
Accumulated benefit obligation			37						28

Sempra, SDG&E and SoCalGas each have a funded PBOP plan. At December 31, 2024, 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,
			2024						2023
Sempra:
Accumulated postretirement benefit obligation			$	9					$	9

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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,
			2024						2023						2022						2024						2023						2022
Sempra:
NET PERIODIC BENEFIT COST
Service cost			$	132					$	109					$	146					$	15					$	13					$	23
Interest cost			166						157						118						36						37						28
Expected return on plan assets			( 178 )						( 169 )						( 183 )						( 70 )						( 69 )						( 64 )
Amortization of:
Prior service cost (credit)			5						5						10						( 2 )						( 2 )						( 2 )
Actuarial loss (gain)			14						10						25						( 17 )						( 23 )						( 15 )
Settlement charges			9						—						28						—						—						—
Net periodic benefit cost (credit)			148						112						144						( 38 )						( 44 )						( 30 )
Regulatory adjustment			100						117						84						38						43						30
Total expense (income) recognized			248						229						228						—						( 1 )						—
CHANGES IN PLAN ASSETS AND BENEFIT OBLIGATIONS RECOGNIZED IN OCI
Net (gain) loss			( 2 )						42						12						( 1 )						( 2 )						( 4 )
Prior service cost			3						4						—						—						—						—
Amortization of actuarial (loss) gain			( 7 )						( 5 )						( 8 )						1						2						1
Amortization of prior service cost			( 3 )						( 2 )						( 4 )						—						—						—
Settlements			( 9 )						—						—						—						—						—
Total recognized in OCI			( 18 )						39						—						—						—						( 3 )
Total recognized in net periodic benefit cost and OCI			$	230					$	268					$	228					$	—					$	( 1 )					$	( 3 )

NET PERIODIC BENEFIT COST AND AMOUNTS RECOGNIZED IN OCI
(Dollars in millions)
			Pension																		PBOP
			Years ended December 31,
			2024						2023						2022						2024						2023						2022
SDG&E:
NET PERIODIC BENEFIT COST
Service cost			$	39					$	32					$	37					$	3					$	3					$	5
Interest cost			43						40						26						7						8						6
Expected return on plan assets			( 45 )						( 39 )						( 46 )						( 9 )						( 8 )						( 10 )
Amortization of:
Prior service cost			1						1						1						—						—						—
Actuarial loss (gain)			8						4						1						( 1 )						( 2 )						( 2 )
Settlement charges			—						—						14						—						—						—
Net periodic benefit cost (credit)			46						38						33						—						1						( 1 )
Regulatory adjustment			( 8 )						15						20						—						—						1
Total expense recognized			38						53						53						$	—					$	1					$	—
CHANGES IN PLAN ASSETS AND BENEFIT OBLIGATIONS RECOGNIZED IN OCI
Net loss (gain)			4						3						( 3 )
Amortization of actuarial loss			( 1 )						—						( 1 )
Amortization of prior service cost			—						( 1 )						—
Total recognized in OCI			3						2						( 4 )
Total recognized in net periodic benefit cost and OCI			$	41					$	55					$	49

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NET PERIODIC BENEFIT COST AND AMOUNTS RECOGNIZED IN OCI
(Dollars in millions)
			Pension																		PBOP
			Years ended December 31,
			2024						2023						2022						2024						2023						2022
SoCalGas:
NET PERIODIC BENEFIT COST
Service cost			$	79					$	65					$	96					$	11					$	9					$	17
Interest cost			105						101						81						27						28						21
Expected return on plan assets			( 121 )						( 119 )						( 126 )						( 59 )						( 59 )						( 53 )
Amortization of:
Prior service cost (credit)			4						4						8						( 3 )						( 2 )						( 2 )
Actuarial loss (gain)			1						1						18						( 14 )						( 19 )						( 12 )
Settlement charges			—						—						14						—						—						—
Net periodic benefit cost (credit)			68						52						91						( 38 )						( 43 )						( 29 )
Regulatory adjustment			108						102						64						38						43						29
Total expense recognized			176						154						155						$	—					$	—					$	—
CHANGES IN PLAN ASSETS AND BENEFIT OBLIGATIONS RECOGNIZED IN OCI
Net loss (gain)			4						2						( 5 )
Prior service cost			2						—						—
Amortization of actuarial loss			( 1 )						( 1 )						( 2 )
Amortization of prior service cost			( 1 )						( 1 )						( 1 )
Total recognized in OCI			4						—						( 8 )
Total recognized in net periodic benefit cost and OCI			$	180					$	154					$	147

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.

Expected return on plan 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 projected benefit obligation and net periodic benefit cost are as follows:

WEIGHTED-AVERAGE ASSUMPTIONS USED TO DETERMINE PROJECTED BENEFIT OBLIGATION
			Pension												PBOP
			December 31,
			2024						2023						2024						2023
Sempra:
Discount rate			5.74		%				5.31		%				5.75		%				5.34		%
Interest crediting rate (1)(2)			4.54						4.66						4.54						4.66
Rate of compensation increase			2.70 - 10.00						2.70 - 10.00						2.70 - 10.00						2.70 - 10.00
SDG&E:
Discount rate			5.75		%				5.30		%				5.75		%				5.30		%
Interest crediting rate (1)(2)			4.54						4.66						4.54						4.66
Rate of compensation increase			3.50 - 10.00						3.50 - 10.00						3.50 - 10.00						3.50 - 10.00
SoCalGas:
Discount rate			5.70		%				5.25		%				5.75		%				5.35		%
Interest crediting rate (1)(2)			4.54						4.66						4.54						4.66
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,
			2024						2023						2022						2024						2023						2022
Sempra:
Discount rate			5.31		%				5.63		%				3.04		%				5.34		%				5.65		%				3.04		%
Expected return on plan assets			6.56						6.48						6.27						5.90						5.51						4.77
Interest crediting rate (1)(2)			4.66						3.99						1.94						4.66						3.99						1.94
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			5.30		%				5.60		%				2.99		%				5.30		%				5.65		%				3.05		%
Expected return on plan assets			6.25						6.00						5.50						5.88						5.52						4.80
Interest crediting rate (1)(2)			4.66						3.99						1.94						4.66						3.99						1.94
Rate of compensation increase			3.50 - 10.00						3.50 - 10.00						3.50 - 10.00						3.50 - 10.00						3.50 - 10.00						3.50 - 10.00
SoCalGas:
Discount rate			5.25		%				5.60		%				3.04		%				5.35		%				5.65		%				3.05		%
Expected return on plan assets			6.75						6.75						6.75						5.86						5.47						4.71
Interest crediting rate (1)(2)			4.66						3.99						1.94						4.66						3.99						1.94
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,
			2024						2023						2022						2024						2023						2022
Health care cost trend rate assumed for next year			6.50		%				6.00		%				6.00		%				4.50		%				4.50		%				4.50		%
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			2030						2028						2028						2022						2022						2022

Plan Assets

Investment 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		%				49		%
Risk-mitigating assets			66		%				58		%				51		%

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 plan 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 plan assets.

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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 using NAV as a practical expedient for fair value.

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 10. 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, 2024
			Level 1						Level 2						Total
SDG&E:
Cash and cash equivalents			$	2					$	—					$	2
Equity securities:
Domestic			9						—						9
International			5						—						5
Registered investment companies – Domestic			48						—						48
Fixed income securities:
Domestic government and government agencies			227						5						232
International government bonds			—						3						3
Domestic corporate bonds			—						65						65
International corporate bonds			—						8						8
Derivative financial instruments			6						—						6
Total investment assets in the fair value hierarchy			297						81						378
Accounts receivable/payable, net															3
Investments measured at NAV – Common/collective trusts															406
Total SDG&E investment assets															787
SoCalGas:
Cash and cash equivalents			8						—						8
Equity securities:
Domestic			27						—						27
International			14						—						14
Registered investment companies – Domestic			149						—						149
Fixed income securities:
Domestic government and government agencies			270						17						287
International government bonds			—						9						9
Domestic corporate bonds			—						201						201
International corporate bonds			—						26						26
Derivative financial instruments			( 4 )						1						( 3 )
Total investment assets in the fair value hierarchy			464						254						718
Accounts receivable/payable, net															22
Investments measured at NAV – Common/collective trusts															1,197
Total SoCalGas investment assets															1,937

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FAIR VALUE MEASUREMENTS – INVESTMENT ASSETS OF PENSION PLANS (CONTINUED)
(Dollars in millions)
			Fair value at December 31, 2024
			Level 1						Level 2						Total
Other Sempra:
Equity securities:
Domestic			$	2					$	—					$	2
International			1						—						1
Registered investment companies – Domestic			10						—						10
Fixed income securities:
Domestic government and government agencies			77						3						80
International government bonds			—						1						1
Domestic corporate bonds			—						14						14
International corporate bonds			—						2						2
Derivative financial instruments			1						—						1
Total investment assets in the fair value hierarchy			91						20						111
Accounts receivable/payable, net															1
Investments measured at NAV – Common/collective trusts															99
Total Other Sempra investment assets															211
Total Sempra investment assets in the fair value hierarchy			$	852					$	355
Total Sempra investment assets															$	2,935

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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

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, 2024
			Level 1						Level 2						Total
SDG&E:
Cash and cash equivalents			$	1					$	—					$	1
Equity securities – Domestic			1						—						1
Registered investment companies:
Domestic			74						—						74
International			8						—						8
Fixed income securities:
Domestic government and government agencies			8						—						8
Domestic corporate bonds			—						5						5
International corporate bonds			—						1						1
Derivative financial instruments			( 1 )						—						( 1 )
Total investment assets in the fair value hierarchy			91						6						97
Accounts receivable/payable, net															1
Investments measured at NAV:
Common/collective trusts															21
Other															26
Total SDG&E investment assets															145

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FAIR VALUE MEASUREMENTS – INVESTMENT ASSETS OF PBOP PLANS (CONTINUED)
(Dollars in millions)
			Fair value at December 31, 2024
			Level 1						Level 2						Total
SoCalGas:
Cash and cash equivalents			$	2					$	—					$	2
Equity securities:
Domestic			5						—						5
International			2						—						2
Registered investment companies – Domestic			87						103						190
Fixed income securities:
Domestic government and government agencies			74						14						88
International government bonds			—						10						10
Domestic corporate bonds			—						295						295
International corporate bonds			—						45						45
Derivative financial instruments			1						—						1
Total investment assets in the fair value hierarchy			171						467						638
Accounts receivable/payable, net															9
Investments measured at NAV – Common/collective trusts															361
Total SoCalGas investment assets															1,008
Other Sempra:
Equity securities – International			1						—						1
Registered investment companies – Domestic			4						—						4
Fixed income securities:
Domestic government and government agencies			—						1						1
Domestic corporate bonds			—						4						4
Total investment assets in the fair value hierarchy			5						5						10
Investments measured at NAV – Common/collective trusts															22
Total Other Sempra investment assets															32
Total Sempra investment assets in the fair value hierarchy			$	267					$	478
Total Sempra investment assets															$	1,185

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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
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

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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
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

Future Payments

We expect to contribute the following amounts to our pension and PBOP plans in 2025:

EXPECTED CONTRIBUTIONS
(Dollars in millions)
			Sempra						SDG&E						SoCalGas
Pension plans			$	280					$	54					$	188
PBOP plans			3						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
2025			$	276					$	48					$	68					$	11					$	162					$	35
2026			246						50						63						10						151						34
2027			258						46						62						10						146						34
2028			236						46						67						10						144						34
2029			230						46						61						10						143						34
2030-2034			1,161						229						305						47						721						171

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.

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Employer contributions to the savings plans were as follows:

EMPLOYER CONTRIBUTIONS TO SAVINGS PLANS
(Dollars in millions)
			Years ended December 31,
			2024						2023						2022
Sempra			$	65					$	59					$	64
SDG&E			22						20						19
SoCalGas			33						32						30

The market value of Sempra common stock held by the savings plans was $ 1.2 billion and $ 1.1 billion at December 31, 2024 and 2023, 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 contracts that otherwise would have been accounted for as 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 (1) 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, (2) principal settlements of interest rate swaps associated with capitalized interest costs incurred to finance capital projects as investing activities, and (3) settlements of other derivative instruments as operating activities on the Consolidated Statements of Cash Flows.

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.

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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						2024						2023
Sempra:
Natural gas			MMBtu						637						361
Electricity			MWh						—						1
Congestion revenue rights			MWh						27						36
SDG&E:
Natural gas			MMBtu						16						17
Congestion revenue rights			MWh						27						36
SoCalGas:
Natural gas			MMBtu						347						268

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.

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In March 2023, Port Arthur LNG entered into floating-to-fixed interest rate swaps maturing in 2048, which were designated as cash flow hedges. On September 30, 2024, Port Arthur LNG voluntarily de-designated those interest rate swaps that begin hedging interest payments in March 2026 to provide for future financing flexibility. At the time of de-designation, $ 40 million of deferred gains related to the de-designated notional amount were included in AOCI, which will remain in AOCI until the hedged interest payments impact net income or such hedged interest payments become probable of not occurring. In October 2024, Port Arthur LNG received a cash settlement of $ 46 million, net of transaction costs, for the termination of $ 1.0 billion of the notional amount of both the designated and de-designated interest rate swaps, with the associated deferred gains remaining in AOCI. On December 31, 2024, Port Arthur LNG voluntarily de-designated the remaining interest rate swaps, which are currently hedging interest payments until March 2026. At the time of de-designation, $ 37 million of deferred gains related to the de-designated notional amount were included in AOCI, which will remain in AOCI until either the hedged interest payments impact net income or such hedged interest payments become probable of not occurring.

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

INTEREST RATE DERIVATIVES
(Dollars in millions)
			December 31, 2024												December 31, 2023
			Notional amount						Maturities						Notional amount						Maturities
Sempra:
Cash flow hedges (1)			$	271					2025-2034						$	4,451					2024-2048
Undesignated derivatives			3,189						2025-2048						—						—

(1) At December 31, 2024 and 2023, cash flow hedges accrued interest based on a notional amount of $ 271 and $ 488 , 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.

In May 2024, Oncor entered into cross-currency swaps designated as fair value hedges intended to offset foreign currency exchange rate risk related to its Euro-denominated debt.

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 notional amounts of our foreign currency derivatives, excluding those in our equity method investments.

FOREIGN CURRENCY DERIVATIVES

(Dollars in millions)

December 31, 2024

December 31, 2023

Notional amount

Maturities

Notional amount

Maturities

Sempra:

Foreign currency derivatives

$

162

2025-2026

$

176

2024-2025

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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. We discuss the fair value of derivative assets and liabilities in Note 10.

DERIVATIVE INSTRUMENTS ON THE CONSOLIDATED BALANCE SHEETS
(Dollars in millions)
			December 31, 2024
			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			$	7					$	28					$	—					$	—
Foreign exchange instruments			4						1						—						—
Derivatives not designated as hedging instruments:
Interest rate instruments			12						246						—						—
Commodity contracts not subject to rate recovery			16						23						( 21 )						( 43 )
Associated offsetting commodity contracts			( 15 )						( 23 )						15						23
Commodity contracts subject to rate recovery			7						4						( 55 )						( 10 )
Associated offsetting commodity contracts			( 5 )						( 2 )						5						2
Associated offsetting cash collateral			—						—						10						4
Net amounts presented on the balance sheet			26						277						( 46 )						( 24 )
Additional cash collateral for commodity contracts not subject to rate recovery			40						—						—						—
Additional cash collateral for commodity contracts subject to rate recovery			25						—						—						—
Total (2)			$	91					$	277					$	( 46 )					$	( 24 )
SDG&E:
Derivatives not designated as hedging instruments:
Commodity contracts subject to rate recovery			$	4					$	4					$	( 13 )					$	( 6 )
Associated offsetting commodity contracts			( 2 )						( 2 )						2						2
Associated offsetting cash collateral			—						—						10						4
Net amounts presented on the balance sheet			2						2						( 1 )						—
Additional cash collateral for commodity contracts subject to rate recovery			21						—						—						—
Total (2)			$	23					$	2					$	( 1 )					$	—
SoCalGas:
Derivatives not designated as hedging instruments:
Commodity contracts subject to rate recovery			$	3					$	—					$	( 42 )					$	( 4 )
Associated offsetting commodity contracts			( 3 )						—						3						—
Net amounts presented on the balance sheet			—						—						( 39 )						( 4 )
Additional cash collateral for commodity contracts subject to rate recovery			4						—						—						—
Total			$	4					$	—					$	( 39 )					$	( 4 )

(1) Included in Other Current Assets for SDG&E and 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, 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 SDG&E and 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 hedges on the Consolidated Statements of Operations and in OCI and AOCI.

HEDGE IMPACTS
(Dollars in millions)
			Pretax gain (loss) recognized in OCI																								Pretax gain (loss) reclassified from AOCI into earnings
			Years ended December 31,																								Years ended December 31,
			2024						2023						2022						Location						2024						2023						2022
Sempra:
Cash flow hedges:
Interest rate instruments			$	36					$	45					$	40					Interest expense						$	11					$	( 1 )					$	( 1 )
Interest rate instruments			21						20						205						Equity earnings (1)						23						48						( 29 )
Foreign exchange instruments			14						( 2 )						( 8 )						Revenues: Energy- related businesses						5						( 1 )						1
																					Other income, net						2						( 2 )						( 1 )
Foreign exchange instruments			12						( 3 )						( 5 )						Equity earnings (1)						6						( 2 )						—
Interest rate and foreign exchange instruments			—						7						25						Interest expense						—						1						2
																					Other income, net						—						6						12
Fair value hedges:
Foreign exchange instruments			2						—						—						Equity earnings (1)						—						—						—
Total			$	85					$	67					$	257											$	47					$	49					$	( 16 )
SoCalGas:
Cash flow hedges:
Interest rate instruments			$	—					$	—					$	—					Interest expense						$	( 1 )					$	( 1 )					$	( 1 )

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

For Sempra, we expect that net gains before NCI of $ 29 million, which are net of income tax expense, that are currently recorded in AOCI (with net gains of $ 10 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.

At December 31, 2024, t he maximum length of time over which Sempra is hedging its exposure to the variability in future cash flows for forecasted transactions, excluding those forecasted transactions related to the payment of variable interest on existing financial instruments, is approximately one year.

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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			2024						2023						2022
Sempra:
Commodity contracts not subject to rate recovery			Revenues: Energy-related businesses			$	223					$	919					$	( 1,116 )
Commodity contracts subject to rate recovery			Cost of natural gas			( 56 )						( 288 )						( 56 )
Commodity contracts subject to rate recovery			Cost of electric fuel and purchased power			( 41 )						15						202
Interest rate instruments			Interest expense			243						( 47 )						33
Total						$	369					$	599					$	( 937 )
SDG&E:
Commodity contracts subject to rate recovery			Cost of electric fuel and purchased power			$	( 41 )					$	15					$	202
SoCalGas:
Commodity contracts subject to rate recovery			Cost of natural gas			$	( 56 )					$	( 288 )					$	( 56 )

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, 2024 and 2023 was $ 122 million and $ 215 million, respectively. For SoCalGas, the total fair value of this group of derivative instruments in a liability position at December 31, 2024 and 2023 was $ 42 million and $ 210 million, respectively. SDG&E had a negligible amount of derivative instruments in a liability position at December 31, 2024 and no such instruments at December 31, 2023. At December 31, 2024, if the credit ratings of Sempra or SoCalGas were reduced below investment grade, $ 120 million and $ 42 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.

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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, 2024 and 2023. 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 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.” We further discuss derivative assets and liabilities in Note 9.

▪ 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 5, 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. 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.”

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RECURRING FAIR VALUE MEASURES
(Dollars in millions)
			Fair value at December 31, 2024
			Level 1						Level 2						Level 3						Netting (1)						Total
Sempra:
Assets:
Nuclear decommissioning trusts:
Short-term investments, primarily cash equivalents			$	8					$	2					$	—											$	10
Equity securities			295						3						—												298
Debt securities:
Debt securities issued by the U.S. Treasury and other U.S. government corporations and agencies			41						26						—												67
Municipal bonds			—						287						—												287
Other securities			—						228						—												228
Total debt securities			41						541						—												582
Total nuclear decommissioning trusts (2)			344						546						—												890
Short-term investments held in Rabbi Trust			64						—						—												64
Support Agreement, net of related guarantee fees			—						—						25												25
Interest rate instruments			—						293						—						$	—					293
Foreign exchange instruments			—						5						—						—						5
Commodity contracts not subject to rate recovery			—						39						—						2						41
Commodity contracts subject to rate recovery			6						1						4						18						29
Total			$	414					$	884					$	29					$	20					$	1,347
Liabilities:
Commodity contracts not subject to rate recovery			$	1					$	63					$	—					$	( 38 )					$	26
Commodity contracts subject to rate recovery			20						45						—						( 21 )						44
Total			$	21					$	108					$	—					$	( 59 )					$	70
			Fair value at December 31, 2023
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 (2)			361						518						—												879
Short-term investments held in Rabbi Trust			67						—						—												67
Support Agreement, net of related guarantee fees			—						—						23												23
Interest rate instruments			—						87						—						$	—					87
Commodity contracts not subject to rate recovery			—						5						—						74						79
Commodity contracts subject to rate recovery			—						1						10						22						33
Total			$	428					$	611					$	33					$	96					$	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						—						( 19 )						211
Total			$	20					$	225					$	—					$	( 19 )					$	226

(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.

(2) Excludes receivables (payables), net.

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RECURRING FAIR VALUE MEASURES
(Dollars in millions)
			Level 1						Level 2						Level 3						Netting (1)						Total
			Fair value at December 31, 2024
SDG&E:
Assets:
Nuclear decommissioning trusts:
Short-term investments, primarily cash equivalents			$	8					$	2					$	—											$	10
Equity securities			295						3						—												298
Debt securities:
Debt securities issued by the U.S. Treasury and other U.S. government corporations and agencies			41						26						—												67
Municipal bonds			—						287						—												287
Other securities			—						228						—												228
Total debt securities			41						541						—												582
Total nuclear decommissioning trusts (2)			344						546						—												890
Commodity contracts subject to rate recovery			4						—						4						$	17					25
Total			$	348					$	546					$	4					$	17					$	915
Liabilities:
Commodity contracts subject to rate recovery			$	18					$	1					$	—					$	( 18 )					$	1
			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 (2)			361						518						—												879
Commodity contracts subject to rate recovery			—						—						10						$	21					31
Total			$	361					$	518					$	10					$	21					$	910
Liabilities:
Commodity contracts subject to rate recovery			$	20					$	—					$	—					$	( 19 )					$	1

(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.

(2) Excludes receivables (payables), net.

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RECURRING FAIR VALUE MEASURES
(Dollars in millions)
			Level 1						Level 2						Level 3						Netting (1)						Total
			Fair value at December 31, 2024
SoCalGas:
Assets:
Commodity contracts subject to rate recovery			$	2					$	1					$	—					$	1					$	4
Liabilities:
Commodity contracts subject to rate recovery			$	2					$	44					$	—					$	( 3 )					$	43
			Fair value at December 31, 2023
SoCalGas:
Assets:
Commodity contracts subject to rate recovery			$	—					$	1					$	—					$	1					$	2
Liabilities:
Commodity contracts subject to rate recovery			$	—					$	210					$	—					$	—					$	210

(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)
			2024						2023						2022
Balance at January 1			$	10					$	35					$	54
Realized and unrealized gains (losses), net			( 10 )						( 17 )						( 56 )
Allocated transmission instruments			3						( 1 )						( 4 )
Settlements			1						( 7 )						41
Balance at December 31			$	4					$	10					$	35
Change in unrealized losses relating to instruments still held at December 31			$	( 4 )					$	( 13 )					$	( 10 )

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

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
2025			$			( 7.38 )			to			$			15.54			$			0.01
2024						( 3.69 )			to						9.55						( 0.44 )
2023						( 3.09 )			to						10.71						( 0.56 )

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 9.

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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.

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)
			2024						2023						2022
Balance at January 1			$	23					$	17					$	7
Realized and unrealized gains (losses), net (1)			11						15						19
Settlements			( 9 )						( 9 )						( 9 )
Balance at December 31 (2)			$	25					$	23					$	17
Change in unrealized gains relating to instruments still held at December 31			$	8					$	13					$	18

(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, 2024 and 2023 includes $ 7 in Other Current Assets, and $ 18 and $ 16 , respectively, in Other Long-Term Assets on Sempra’s Consolidated Balance Sheet.

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.

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Fair Value of Financial Instruments

The fair values of certain of our financial instruments (cash, current and noncurrent accounts receivable, amounts due to/from unconsolidated affiliates with original maturities of less than 90 days, dividends and accounts payable due in one year or less, 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.

FAIR VALUE OF FINANCIAL INSTRUMENTS
(Dollars in millions)
			Carrying						Fair value
			amount						Level 1						Level 2						Level 3						Total
			December 31, 2024
Sempra:
Long-term note receivable (1)			$	351					$	—					$	—					$	334					$	334
Long-term amounts due to unconsolidated affiliates			352						—						324						—						324
Total long-term debt (2)			32,899						—						30,193						—						30,193
SDG&E:
Total long-term debt (3)			$	8,950					$	—					$	7,760					$	—					$	7,760
SoCalGas:
Total long-term debt (4)			$	7,359					$	—					$	6,880					$	—					$	6,880
			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

(1) Before allowances for credit losses of $ 5 and $ 6 at December 31, 2024 and 2023, respectively. Excludes unamortized transaction costs of $ 3 and $ 4 at December 31, 2024 and 2023, respectively.

(2) After the effects of interest rate swaps. Before reductions of unamortized discount and debt issuance costs of $ 382 and $ 322 at December 31, 2024 and 2023, respectively, and excluding finance lease obligations of $ 1,315 and $ 1,340 at December 31, 2024 and 2023, respectively.

(3) Before reductions of unamortized discount and debt issuance costs of $ 95 and $ 89 at December 31, 2024 and 2023, respectively, and excluding finance lease obligations of $ 1,205 and $ 1,233 at December 31, 2024 and 2023, respectively.

(4) Before reductions of unamortized discount and debt issuance costs of $ 65 and $ 55 at December 31, 2024 and 2023, respectively, and excluding finance lease obligations of $ 110 and $ 107 at December 31, 2024 and 2023, respectively.

We provide the fair values for the securities held in the NDT related to SONGS in Note 14.

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, 2024 and 2023, 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.

On May 2, 2024, Sempra filed an amendment to its amended and restated articles of incorporation to implement the revocation of the series A preferred stock and series B preferred stock, all of which had previously been converted to Sempra common stock, thereby decreasing the number of authorized shares of series A preferred stock from 17,250,000 to zero and series B preferred stock from 5,750,000 to zero . Effective as of May 2, 2024, each such series of stock is no longer an authorized series of Sempra’s capital stock.

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SEMPRA SERIES C PREFERRED STOCK

At December 31, 2024 and 2023, 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 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.

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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.

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,
			2024						2023
$ 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 Pacific Enterprises			( 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.

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COMMON STOCK

We are authorized to issue 1,125,000,000 shares of Sempra’s no par value common stock. The following table provides common stock activity for the last three years.

COMMON STOCK ACTIVITY
			2024						2023						2022
Sempra:
Common shares outstanding, January 1			631,431,732						628,669,356						633,839,564
Shares issued under forward sale agreements			17,142,858						—						—
Shares issued to underwriters to cover overallotments			—						2,099,152						—
RSUs vesting (1)			1,320,561						941,910						914,444
Stock options exercised			143,944						—						81,260
Common stock investment plan (2)			1,151,877						1,730						—
Issuance of RSUs held in our Deferred Compensation Plan			128,207						132,178						130,026
Shares repurchased (3)			( 689,303 )						( 412,594 )						( 6,295,938 )
Common shares outstanding, December 31			650,629,876						631,431,732						628,669,356

(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 and individuals exercising stock options in 2024 to satisfy minimum statutory tax withholding requirements.

COMMON STOCK OFFERINGS

ATM Program

In November 2024, we established an ATM program providing for the offer and sale of shares of Sempra common stock having an aggregate gross sales price of up to $ 3.0 billion through agents acting as our sales agents or as forward sellers or directly to the agents as principals. The shares may be offered and sold in amounts and at times to be determined by us from time to time. The agents will be entitled to a commission that will not exceed 1.0 % of the gross sales price of all shares sold through it as agent pursuant to the Sales Agreement.

Under the ATM program, we may enter into separate forward sale agreements with affiliates of the agents as forward purchasers. We expect to fully physically settle each forward sale agreement, if any. However, we will generally have the right, subject to certain exceptions, to elect to cash settle or net share settle all or any portion of our obligations under any such forward sale agreement. If we enter into a forward sale agreement with any forward purchaser, we expect that such forward purchaser (or its affiliate) will attempt to borrow from third parties and sell, through the relevant agent acting as sales agent for such forward purchaser, shares of our common stock to hedge such forward purchaser’s exposure under such forward sale agreement. We will not receive any proceeds from any sale of shares borrowed by a forward purchaser (or its affiliate) and sold through a forward seller. The forward seller will receive a commission, in the form of a reduction to the initial forward price under the related forward sale agreement, at a mutually agreed rate that will not exceed (subject to certain exceptions) 1.0 % of the volume-weighted average of the gross sales price per share of all of the borrowed shares of Sempra common stock sold through such forward seller.

We intend to use a substantial portion of the net proceeds we receive from the issuance and sale by us of any shares of our common stock to or through the agents and any net proceeds we receive through the settlement of any forward sale agreements with the forward purchasers for working capital and other general corporate purposes, including to partly finance anticipated increases to our long-term capital plan and to repay outstanding commercial paper and potentially other indebtedness. At December 31, 2024, approximately $ 2.7 billion of common stock remained available for sale under the ATM program, which reflects the forward sale agreement that we describe below.

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November 2024 Forward Sale Agreement

In November 2024, we entered into a forward sale agreement under the ATM program with Bank of America, N.A. as forward purchaser for the sale of 2,909,274 shares of Sempra common stock. The shares offered pursuant to the forward sale agreement were borrowed by the forward purchaser and therefore are not newly issued shares. We did not initially receive any proceeds from the sale of shares pursuant to the forward sale agreement.

At December 31, 2024, a total of 2,909,274 shares of Sempra common stock remain subject to future settlement under this forward sale agreement, which may be settled on one or more dates specified by us occurring no later than June 30, 2026, which is the final settlement date under the agreement. At the initial forward price of $ 92.1546 per share, we expect that the net proceeds from the full physical settlement of the forward sale agreement would be approximately $ 268 million (net of sales commissions of approximately $ 2 million, but before deducting equity issuance costs, and subject to certain adjustments pursuant to the forward sale agreements). Although we expect to settle the forward sale agreement 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 agreement. The forward sale agreement is also subject to acceleration by the forward purchaser upon the occurrence of certain events.

November 2023 Common Stock Offering and Forward Sale Agreements

In November 2023, we completed the offering of 19,242,010 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), 17,142,858 shares of which were 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 2,099,152 shares of common stock directly from us solely to cover overallotments. 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 shares pursuant to the forward sale agreements. We used the net proceeds from the sale of the overallotment shares 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 other indebtedness.

In December 2024, upon full physical settlement of the forward sale agreements from our November 2023 offering, we received net proceeds of $ 1.2 billion (net of underwriting discounts and equity issuance costs of $ 20 million) from the issuance of 17,142,858 shares of Sempra common stock at a forward price of $ 69.2195 per share. We expect to use the net proceeds from our common stock issued 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 other indebtedness.

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 $ 2.0 billion or amounts spent to purchase no more than 25,000,000 shares.

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 25, 2025, 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 2024, 2023 and 2022, we withheld 689,303 shares for $ 43 million, 412,594 shares for $ 32 million and 406,512 shares for $ 28 million, respectively, of our common stock that would otherwise be issued to LTIP participants and individuals exercising stock options in 2024 who do not elect otherwise upon the vesting of RSUs and 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. The repurchases do not fall under the July 6, 2020 repurchase authorization.

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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
Sempra:
Net income attributable to Sempra			$	3,075					$	2,139
Transfers (to) from NCI:
(Decrease) increase in shareholders’ equity for sales of NCI			( 49 )						710
Net transfers (to) from NCI			( 49 )						710
Change from net income attributable to Sempra and transfers (to) from NCI			$	3,026					$	2,849

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 connection with the October 2021 sale of NCI to KKR Pinnacle, 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 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.

SI Partners Subsidiaries

Sale of NCI to KKR Denali

In September 2023, a subsidiary of SI Partners completed the sale of a 60 % interest in an SI Partners subsidiary (resulting in a 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.

SI Partners’ and KKR Denali’s subsidiaries have 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, a subsidiary of SI Partners completed the sale of a 30 % interest in an SI Partners subsidiary (resulting in a 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.

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SI Partners’ subsidiary 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. As of December 31, 2024, an aggregate amount of $ 2.7 billion has been paid by SI Partners’ subsidiary in satisfaction of its commitment to fund its portion of the development budget of the PA LNG Phase 1 project.

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,
			2024						2023						2022
Sempra:
Numerator:
Earnings attributable to common shares			$	2,817					$	3,030					$	2,094
Denominator:
Weighted-average common shares outstanding for basic EPS (1)			633,795						630,296						630,318
Dilutive effect of stock options and RSUs (2)			2,112						2,341						2,439
Dilutive effect of common shares sold forward			2,036						96						—
Weighted-average common shares outstanding for diluted EPS			637,943						632,733						632,757
EPS:
Basic			$	4.44					$	4.81					$	3.32
Diluted			$	4.42					$	4.79					$	3.31

(1) Includes fully vested RSUs held in our Deferred Compensation Plan of 617 in 2024, 717 in 2023 and 805 in 2022. 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 13, 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 2024, 2023 and 2022 excludes potentially dilutive shares related to stock options and RSUs of 747,724 , 502,942 and 173,064 , 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 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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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, 2024, 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. Awards issued in 2024 are based on the percentile ranking of the compound annual growth rate of Sempra’s adjusted EPS relative to the compound annual growth rate of S&P 500 Utilities Index (excluding water companies) peer companies. For awards issued in 2022 and 2023, 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, 2024, 15,400,000 common shares were authorized, and 7,628,467 common shares were 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.

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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 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,
			2024						2023						2022
Sempra:
Share-based compensation expense, before income taxes (1)			$	77					$	71					$	61
Income tax benefit (1)			( 9 )						( 9 )						( 17 )
			$	68					$	62					$	44
Capitalized share-based compensation cost			$	13					$	12					$	11
Excess income tax (benefit) deficiency			( 9 )						( 6 )						( 3 )
SDG&E:
Share-based compensation expense, before income taxes			$	12					$	13					$	11
Income tax benefit			( 2 )						( 2 )						( 3 )
			$	10					$	11					$	8
Capitalized share-based compensation cost			$	7					$	7					$	6
Excess income tax (benefit) deficiency			( 1 )						( 1 )						—
SoCalGas:
Share-based compensation expense, before income taxes			$	20					$	18					$	17
Income tax benefit			( 4 )						( 3 )						( 5 )
			$	16					$	15					$	12
Capitalized share-based compensation cost			$	6					$	5					$	5
Excess income tax (benefit) deficiency			( 2 )						( 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.

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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 2024, 2023 and 2022, Sempra’s board of directors granted 414,812 , 326,574 and 439,796 nonqualified stock options, respectively, that become exercisable over a three -year period. The weighted-average per-share fair value for options granted was $ 16.43 , $ 17.50 and $ 10.99 in 2024, 2023 and 2022, respectively. To calculate this fair value, we used the Black-Scholes model with the following weighted-average assumptions:

KEY ASSUMPTIONS FOR STOCK OPTIONS GRANTED
			Years ended December 31,
			2024						2023						2022
Sempra:
Stock price volatility			26.49		%				27.35		%				26.08		%
Expected term			5.36 years						5.36 years						5.36 years
Risk-free rate of return			3.90		%				3.89		%				1.40		%
Annual dividend yield			3.14		%				2.98		%				3.33		%

The following table shows a summary of nonqualified stock options at December 31, 2024 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, 2024			1,759,798						$	65.99
Granted			414,812						$	75.82
Exercised			( 23,713 )						$	62.87
Withheld related to net settlement			( 120,231 )						$	62.87
Outstanding at December 31, 2024			2,030,666						$	68.22					6.78						$	40
Vested or expected to vest at December 31, 2024			2,030,666						$	68.22					6.78						$	40
Exercisable at December 31, 2024			1,251,544						$	64.45					5.81						$	29

The aggregate intrinsic value at December 31, 2024 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 was:

▪ $ 4.4 million in 2024

▪ zero in 2023

▪ $ 1.7 million in 2022

We expect a negligible amount of total compensation cost related to nonvested stock options not yet recognized as of December 31, 2024 to be recognized over a weighted-average period of 0.6 years. The weighted-average exercise price for nonqualified stock options granted in 2023 and 2022 was $ 76.86 and $ 66.00 , respectively.

We received cash of $ 4 million from stock option exercises in 2022.

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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,
			2024						2023						2022
Sempra:
Stock price volatility			21.27		%				35.31		%				32.82		%
Risk-free rate of return			4.06		%				4.13		%				1.05		%

The following table shows a summary of RSUs at December 31, 2024 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, 2024			1,829,984						$	74.46					524,969						$	70.63
Granted			721,049						$	75.70					321,576						$	75.86
Vested			( 571,322 )						$	66.52					( 281,494 )						$	68.68
Forfeited			( 73,987 )						$	76.78					( 21,963 )						$	88.74
Nonvested at December 31, 2024 (1)			1,905,724						$	77.22					543,088						$	74.55
Expected to vest at December 31, 2024			1,865,938						$	77.19					525,029						$	74.49

(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 2024, 2023 and 2022, the total fair value of RSU shares vested during the year was $ 57 million, $ 52 million and $ 54 million, respectively.

We expect $ 43 million of total compensation cost related to nonvested RSUs not yet recognized as of December 31, 2024 to be recognized over a weighted-average period of 1.80 years. The weighted-average per-share fair values for performance-based RSUs granted were $ 82.64 and $ 73.47 in 2023 and 2022, respectively. The weighted-average per-share fair values for service-based RSUs granted were $ 76.76 and $ 66.32 in 2023 and 2022, respectively.

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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 an ISFSI 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 January 2025, the CPUC granted SDG&E authorization to access NDT funds of up to $ 66 million for forecasted 2025 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 10.

NUCLEAR DECOMMISSIONING TRUSTS
(Dollars in millions)
			Cost						Gross unrealized gains						Gross unrealized losses						Estimated fair value
			December 31, 2024
Short-term investments, primarily cash equivalents			$	10					$	—					$	—					$	10
Equity securities			78						223						( 3 )						298
Debt securities:
Debt securities issued by the U.S. Treasury and other U.S. government corporations and agencies (1)			67						1						( 1 )						67
Municipal bonds (2)			295						1						( 9 )						287
Other securities (3)			234						2						( 8 )						228
Total debt securities			596						4						( 18 )						582
Receivables (payables), net			( 15 )						—						—						( 15 )
Total			$	669					$	227					$	( 21 )					$	875
			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			50						2						( 1 )						51
Municipal bonds			280						3						( 8 )						275
Other securities			228						3						( 11 )						220
Total debt securities			558						8						( 20 )						546
Receivables (payables), net			( 7 )						—						—						( 7 )
Total			$	661					$	233					$	( 22 )					$	872

(1) Maturity dates are 2025-2055.

(2) Maturity dates are 2025-2062.

(3) Maturity dates are 2025-2072.

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,
			2024						2023						2022
Proceeds from sales			$	874					$	592					$	639
Gross realized gains			57						27						18
Gross realized losses			10						14						20

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.

ASSET RETIREMENT OBLIGATION

The present value of SDG&E’s ARO related to decommissioning costs for all three SONGS units was $ 471 million at December 31, 2024 and is based on a cost study prepared in 2024, which is pending CPUC approval. 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 $ 89 million in 2025, $ 57 million in 2026, $ 37 million in 2027, $ 25 million in 2028, $ 11 million in 2029, and $ 870 million thereafter.

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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 2054, 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 approval. Additionally, in July 2024, Edison filed a claim for spent fuel management costs in the U.S. Court of Federal Claims for the time period from August 2018 through December 2021, which is pending approval. 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 $ 500 million in coverage limits, the maximum amount available, including coverage for acts of terrorism. In addition, the Price-Anderson Act provides an additional $ 60 million of coverage. If a nuclear liability loss occurs at SONGS and exceeds the $ 500 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 a negligible amount for 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, 2024, loss contingency accruals for legal matters that are probable and estimable were $ 41 million for Sempra, including $ 26 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. In November 2024, the Court of Appeal affirmed the trial court judgment in favor of SDG&E and the City of San Diego. The plaintiff in that case has further 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. Both sides have appealed the ruling.

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.

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. As of February 19, 2025, there are approximately 520 plaintiffs who are either new plaintiffs or Non-Settling Individual Plaintiffs.

The new plaintiffs’ cases and Non-Settling Individual Plaintiffs’ cases are coordinated before a single court in the Los Angeles County 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.

SoCalGas recorded total charges of $ 259 million ($ 199 million after tax) in the year ended December 31, 2022 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.

Aliso Canyon Natural Gas Storage Facility Regulatory Proceeding – Resolved

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.

In December 2024, the CPUC approved an FD in the SB 380 OII finding that the Aliso Canyon natural gas storage facility is currently necessary for natural gas and electric reliability and affordable rates and closed the OII. Among other things, and subject to future CPUC biennial reviews and potential additional proceedings, the FD authorizes the Aliso Canyon natural gas storage facility to continue operating and sets the maximum working natural gas storage level at 68.6 bcf.

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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. In November 2024, the plaintiff withdrew the lawsuit and the case was dismissed, definitively resolving this matter.

▪ 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.

In addition, a 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. In August 2024, the Federal Collegiate Circuit Court ruled in favor of the ECA Regas Facility. In November 2024, the plaintiff filed an appeal with the Mexican Supreme Court.

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.

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▪ 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 and referred the case to the Supreme Court of Texas to resolve the question of the appropriate standard to be applied by the TCEQ. In February 2025, the Supreme Court of Texas adopted Port Arthur LNG’s interpretation of the standard. Port Arthur LNG continues to litigate this matter before the U.S. Court of Appeals for the Fifth Circuit, which will apply the standard adopted by the Supreme Court of Texas. The 2022 Permit is effective during the pending litigation. The 2016 Permit was not the subject of, and is unaffected by, the pending litigation of the 2022 Permit. Construction of the PA LNG Phase 1 project is proceeding uninterrupted under existing permits, and we do not currently anticipate the pending litigation to materially impact 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.

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 applies 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. Following the criteria established by the Mexican Supreme Court, in July 2024, the Second Collegiate Court reversed the lower court’s decision and definitively dismissed one of the lawsuits filed by Sempra Infrastructure regarding the provision permitting revocation of self-supply permits. Consequently, 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. Final resolution regarding the two remaining lawsuits is still pending.

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RBS Sempra Commodities LLP – Resolved

As we discuss in Note 5, Sempra held an equity method investment in RBS Sempra Commodities LLP, a limited liability partnership that was substantially liquidated in 2024. In 2015, liquidators filed a claim in the High Court of Justice against The Royal Bank of Scotland plc (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 LLP. 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 judgment mostly in favor of the Liquidating Companies. 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, which fully resolved these matters.

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, aircraft, 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, aircraft, tugboats, 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.

Certain of our leases contain escalation clauses requiring annual increases in rent ranging from 2 % to 5 % 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.

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Rather, these variable lease payments are recognized separately as variable lease costs. SDG&E estimates these variable lease payments to be $ 296 million in 2025, $ 290 million in 2026, $ 289 million in 2027, $ 290 million in 2028, $ 289 million in 2029 and $ 1.9 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,
			2024						2023						2024						2023						2024						2023
ROU assets:
Operating leases:
ROU assets			$	1,177					$	723					$	795					$	368					$	18					$	29
Finance leases:
PP&E			1,626						1,585						1,426						1,412						200						173
Accumulated depreciation			( 311 )						( 246 )						( 221 )						( 179 )						( 90 )						( 66 )
PP&E, net			1,315						1,339						1,205						1,233						110						107
Total ROU assets			$	2,492					$	2,062					$	2,000					$	1,601					$	128					$	136
Lease liabilities:
Operating leases:
Other current liabilities (1)			$	91					$	70					$	68					$	50					$	8					$	10
Deferred credits and other (2)			1,019						599						734						325						9						18
			1,110						669						802						375						17						28
Finance leases:
Current portion of long-term debt and finance leases			65						64						42						41						23						23
Long-term debt and finance leases			1,250						1,276						1,163						1,192						87						84
			1,315						1,340						1,205						1,233						110						107
Total lease liabilities			$	2,425					$	2,009					$	2,007					$	1,608					$	127					$	135
Weighted-average remaining lease term (in years):
Operating leases			13						13						12						10						2						3
Finance leases			14						15						15						16						6						6
Weighted-average discount rate:
Operating leases (3)			6.10		%				6.64		%				5.06		%				4.52		%				4.70		%				4.54		%
Finance leases			13.71		%				13.80		%				14.11		%				14.18		%				5.35		%				4.94		%

(1) Includes $ 43 and $ 18 related to PPAs at December 31, 2024 and 2023, respectively, at both Sempra and SDG&E.

(2) Includes $ 627 and $ 208 related to PPAs at December 31, 2024 and 2023, respectively, at both Sempra and SDG&E.

(3) Weighted-average discount rate related to PPAs at December 31, 2024 and 2023 is 5.04 % and 4.19 %, respectively, at both Sempra and SDG&E. Weighted-average discount rate related to all other operating leases at December 31, 2024 and 2023 is 7.41 % and 7.57 %, respectively, at Sempra and 5.23 % and 5.06 %, 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,
			2024						2023						2022						2024						2023						2022						2024						2023						2022
Operating lease costs (2)			$	118					$	99					$	83					$	71					$	53					$	45					$	12					$	13					$	18
Finance lease costs:
Amortization of ROU assets (3)			65						60						48						42						40						33						23						20						15
Interest on lease liabilities			178						182						184						173						177						181						6						5						2
Total finance lease costs			243						242						232						215						217						214						29						25						17
Short-term lease costs (4)			9						9						3						8						8						2						—						—						—
Variable lease costs (4)			472						458						411						460						447						399						10						10						11
Total lease costs			$	842					$	808					$	729					$	754					$	725					$	660					$	51					$	48					$	46

(1) Includes costs capitalized in PP&E.

(2) Includes $ 37 , $ 21 , and $ 10 related to PPAs in 2024, 2023 and 2022, respectively, at both Sempra and SDG&E.

(3) Included in O&M, except for $ 30 , $ 29 and $ 25 at Sempra and $ 29 , $ 28 and $ 24 at SDG&E in 2024, 2023 and 2022, respectively, and $ 1 at SoCalGas in each of 2024, 2023 and 2022, 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,
			2024						2023						2022						2024						2023						2022						2024						2023						2022
Operating activities:
Cash paid for operating leases			$	112					$	85					$	88					$	70					$	46					$	45					$	12					$	13					$	18
Cash paid for finance leases			163						167						169						158						162						166						6						5						2
Financing activities:
Cash paid for finance leases			66						60						48						42						40						33						24						20						15
Increase in operating lease obligations for ROU assets			520						143						142						474						134						134						—						—						1
Increase in finance lease obligations for investment in PP&E			41						57						57						14						17						16						27						40						41

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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, 2024:

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
2025			$	142					$	224					$	97					$	196					$	10					$	28
2026			142						220						98						195						7						25
2027			134						218						97						194						—						24
2028			128						212						92						193						—						19
2029			124						204						89						190						—						14
Thereafter			966						1,745						571						1,727						—						18
Total undiscounted lease payments			1,636						2,823						1,044						2,695						17						128
Less: imputed interest			( 526 )						( 1,508 )						( 242 )						( 1,490 )						—						( 18 )
Total lease liabilities			1,110						1,315						802						1,205						17						110
Less: current lease liabilities			( 91 )						( 65 )						( 68 )						( 42 )						( 8 )						( 23 )
Long-term lease liabilities			$	1,019					$	1,250					$	734					$	1,163					$	9					$	87

(1) Includes $ 76 in 2025, $ 75 in 2026, $ 76 in 2027, $ 75 in each of 2028 and 2029, and $ 525 thereafter related to PPAs.

(2) Substantially all amounts are related to PPAs.

Leases That Have Not Yet Commenced

SDG&E has entered into four PPAs, of which SDG&E expects two will commence in 2025 and two will commence in 2026. SDG&E expects the future minimum lease payments to be $ 16 million in 2025, $ 41 million in 2026, $ 43 million each of 2027 through 2029 and $ 459 million thereafter (through expiration in 2041).

SoCalGas has entered into a lease agreement for a new headquarters office space in Los Angeles that it expects will commence in 2026. In 2024, SoCalGas prepaid $ 1 million and expects the future minimum lease payments to be $ 8 million in 2028, $ 9 million in 2029 and $ 134 million thereafter (through expiration in 2041).

Sempra Infrastructure has entered into a lease agreement for tugboat services for the PA LNG Phase 1 project that it expects will commence in 2027. Sempra Infrastructure expects the future minimum lease payments to be $ 10 million in 2027, $ 12 million, in each of 2028 and 2029 and $ 198 million thereafter (through expiration in 2047, exclusive of certain renewal options) and total future minimum fixed payments for operation and maintenance services to be $ 184 million.

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.

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LESSOR INFORMATION
(Dollars in millions)
			December 31,
			2024						2023
Sempra – Assets subject to operating leases:
Property, plant and equipment:
Pipelines and storage			$	1,313					$	1,304
Refined products terminals			623						621
Other			77						77
Total			2,013						2,002
Accumulated depreciation			( 605 )						( 539 )
Property, plant and equipment, net			$	1,408					$	1,463
			December 31, 2024
Sempra – Maturity analysis of lease payments:			Operating leases						Sales-type leases
2025			$	318					$	17
2026			272						9
2027			269						—
2028			268						—
2029			246						—
Thereafter			2,324						—
Total undiscounted cash flows			$	3,697					26
Less: present value of lease payments (recognized as lease receivable) (1)									( 23 )
Difference between undiscounted cash flows and discounted cash flows									$	3

(1) Includes $ 15 in Other Current Assets and $ 8 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,
			2024						2023						2022
Sempra – Sales-type leases:
Interest income			$	5					$	6					$	8
Total revenues from sales-type leases (1)			$	5					$	6					$	8
Sempra – Operating leases:
Fixed lease payments			$	340					$	321					$	290
Variable lease payments			38						34						10
Total revenues from operating leases (1)			$	378					$	355					$	300
Depreciation expense			$	73					$	62					$	54

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

CONTRACTUAL COMMITMENTS

Natural Gas Contracts

SoCalGas procures 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, 2024, 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
2025			$	229					$	65					$	294					$	130					$	61					$	191
2026			225						175						400						125						108						233
2027			203						271						474						104						124						228
2028			155						242						397						71						83						154
2029			140						152						292						59						—						59
Thereafter			1,283						212						1,495						118						—						118
Total minimum payments			$	2,235					$	1,117					$	3,352					$	607					$	376					$	983

(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,
			2024						2023						2022
Sempra			$	1,185					$	4,030					$	2,536
SoCalGas			1,088						3,857						2,492

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 2025 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, 2024, the following LNG commitment amounts are based on the assumption that all LNG cargoes under the agreement are delivered, less those already confirmed to be diverted as of December 31, 2024.

LNG COMMITMENT AMOUNTS
(Dollars in millions)
Sempra:
2025			$	355
2026			640
2027			657
2028			646
2029			402
Total			$	2,700

Actual LNG purchases were approximately $ 23 million in 2024, $ 30 million in 2023 and $ 108 million in 2022 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 2041. At December 31, 2024, the future minimum payments under long-term PPAs for Sempra and SDG&E are as follows:

FUTURE MINIMUM PAYMENTS (1)
(Dollars in millions)
2025			$	97
2026			116
2027			114
2028			114
2029			114
Thereafter			746
Total minimum payments			$	1,301

(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 each of 2025 and 2026, $ 80 million in each of 2027 through 2029 and $ 440 million thereafter. Total fixed and variable payments under PPAs not accounted for as leases for Sempra and SDG&E were $ 326 million in 2024, $ 325 million in 2023 and $ 297 million in 2022.

Construction and Development Projects

SDG&E

At December 31, 2024, SDG&E has commitments to make future payments of $ 133 million for construction projects that include:

▪ $ 100 million related to construction supply agreements;

▪ $ 19 million related to spent fuel management at SONGS; and

▪ $ 14 million for infrastructure improvements for electric transmission and distribution systems.

SDG&E expects future payments under these contractual commitments to be $ 115 million in 2025, $ 1 million in each of 2026 through 2028, $ 2 million in 2029 and $ 13 million thereafter.

OTHER COMMITMENTS

SDG&E

We discuss nuclear insurance and nuclear fuel disposal related to SONGS in Note 14.

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 2025 through 2029 and $ 264 million thereafter, subject to escalation of 2 % per year, ending in 2069. At December 31, 2024, 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.

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, 2024, SDG&E has commitments to make future principal and interest payments as consideration for the franchise agreements of $ 14 million in 2025, $ 4 million in 2026, $ 2 million in each of 2027 through 2029 and $ 45 million thereafter. The consideration paid will not be recovered from customers and will be amortized over 20 years.

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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 $ 53 million for Sempra, $ 13 million for SDG&E and $ 16 million for SoCalGas at December 31, 2024.

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,
			2024						2023						2022
Sempra			$	65					$	107					$	87
SDG&E			23						29						31
SoCalGas			42						78						56

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.

The environmental issues currently facing us, except for those 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.

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The table below shows the status at December 31, 2024 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, 2024. Of the total liability, $ 14 million at SoCalGas is recorded on a discounted basis, with a weighted-average discount rate of 2.45 %.

ACCRUED LIABILITIES FOR ENVIRONMENTAL MATTERS
(Dollars in millions)
			Sempra (1)						SDG&E (1)						SoCalGas
Manufactured-gas sites			$	34					$	—					$	34
Waste disposal sites (PRP) (2)			8						5						3
Other hazardous waste sites			12						11						1
Total (3)			$	54					$	16					$	38

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

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

(3) Includes $ 6 , $ 1 , $ 5 classified as current liabilities and $ 48 , $ 15 and $ 33 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 $ 6 million in 2025, $ 4 million in 2026, $ 8 million in 2027, $ 24 million in 2028, $ 1 million in 2029 and $ 14 million thereafter.

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SEMPRA

Sempra is a California-based holding company whose businesses invest in, develop and operate energy infrastructure in North America and provide electric and gas services to customers. Sempra has the following three operating and reportable segments, which are managed separately based on services provided, geographic location and regulatory framework:

▪ 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, which are regulated public utilities.

▪ Sempra Texas Utilities holds our equity method 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 equity method investment 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 SI Partners, in which Sempra Infrastructure owns a 70 % interest, as well as a holding company and certain services companies. Sempra Infrastructure develops, builds, operates and invests in energy infrastructure to help provide safe, sustainable and reliable access to cleaner energy in markets in the U.S., Mexico and globally.

Sempra’s CODM, who is its chief executive officer, uses segment earnings attributable to common shares predominantly in the annual financial planning process to assess financial performance. Sempra’s CODM prioritizes resource allocation to each segment in a manner that aligns with Sempra’s capital expenditures plan, which is focused on safety, reliability and modernization of its segments’ infrastructure while supporting customer affordability; investing in incremental infrastructure growth projects with attractive risk-adjusted returns; maintaining a strong balance sheet; and returning cash to shareholders.

The accounting policies of the segments are consistent with those described in the summary of significant accounting policies in Note 1. Sempra accounts for intersegment sales as if the sales were to third parties, that is, at current market prices. The cost of common services shared by the reportable segments is assigned directly or allocated based on various cost factors, depending on the nature of the service provided. Parent and other allocates depreciation expense to the reportable segments without allocating the related depreciable assets to those reportable segments. Interest income and interest expense are recorded on intersegment loans. We have eliminated intersegment accounts and transactions within Sempra’s consolidated financial statements. Amounts labeled as “Parent and other,” which does not meet the definition of an operating or reportable segment, consist primarily of activities of parent organizations.

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The following tables present selected information by segment and reconciliations of assets, capital expenditures for PP&E, and earnings attributable to common shares to Sempra’s consolidated totals.

SEGMENT INFORMATION
(Dollars in millions)
									December 31,
									2024						2023
ASSETS
Sempra California									$	56,116					$	53,430
Sempra Texas Utilities									15,534						14,392
Sempra Infrastructure									22,954						19,430
Segment totals									94,604						87,252
Parent and other									2,622						967
Intersegment eliminations (1)									( 1,071 )						( 1,038 )
Total Sempra									$	96,155					$	87,181
EQUITY METHOD INVESTMENTS
Sempra Texas Utilities									$	15,522					$	14,380
Sempra Infrastructure									2,411						2,129
Segment totals/Total Sempra									$	17,933					$	16,509
GEOGRAPHIC LOCATION OF PROPERTY, PLANT AND EQUIPMENT, NET
United States									$	52,952					$	46,935
Mexico									8,485						8,024
Rest of the world									—						1
Total Sempra									$	61,437					$	54,960
			Years ended December 31,
			2024						2023						2022
CAPITAL EXPENDITURES FOR PROPERTY, PLANT AND EQUIPMENT
Sempra California			$	4,753					$	4,560					$	4,466
Sempra Infrastructure			3,459						3,832						884
Segment totals			8,212						8,392						5,350
Parent and other			3						5						7
Total Sempra			$	8,215					$	8,397					$	5,357
GEOGRAPHIC LOCATION OF REVENUES (2)
United States			$	11,623					$	14,973					$	13,015
Mexico			1,562						1,747						1,424
Total Sempra			$	13,185					$	16,720					$	14,439

(1) Primarily includes an intersegment loan from Sempra Infrastructure to Parent and other related to deferred income taxes.

(2) Amounts are based on where the revenue originated, after intersegment eliminations.

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SEGMENT INFORMATION (CONTINUED)
(Dollars in millions)
			Sempra California						Sempra Texas Utilities (1)						Sempra Infrastructure						Sempra
			Year ended December 31, 2024
Revenues			$	11,382											$	1,882
Depreciation and amortization			( 2,133 )												( 297 )
Interest income			14												25
Interest expense (2)			( 848 )												243
Income tax (expense) benefit			( 184 )												164
Equity earnings			—						$	788					802
Earnings attributable to noncontrolling interests			—						—						( 638 )
Other segment items (3)			( 6,385 )						( 7 )						( 1,270 )
Segment earnings attributable to common shares			$	1,846					$	781					$	911					$	3,538
Parent and other																					( 721 )
Earnings attributable to common shares																					$	2,817
			Year ended December 31, 2023
Revenues			$	13,761											$	3,071
Depreciation and amortization			( 1,937 )												( 281 )
Interest income			24												43
Interest expense (2)			( 782 )												( 129 )
Income tax benefit (expense)			31												( 673 )
Equity earnings			—						$	701					740
Earnings attributable to noncontrolling interests			—						—						( 543 )
Other segment items (3)			( 9,350 )						( 7 )						( 1,351 )
Segment earnings attributable to common shares			$	1,747					$	694					$	877					$	3,318
Parent and other																					( 288 )
Earnings attributable to common shares																					$	3,030
			Year ended December 31, 2022
Revenues			$	12,577											$	1,919
Depreciation and amortization			( 1,743 )												( 268 )
Interest income			11												44
Interest expense			( 647 )												( 104 )
Income tax expense			( 320 )												( 249 )
Equity earnings			—						$	742					756
Earnings attributable to noncontrolling interests			—						—						( 146 )
Other segment items (3)			( 8,364 )						( 6 )						( 1,642 )
Segment earnings attributable to common shares			$	1,514					$	736					$	310					$	2,560
Parent and other																					( 466 )
Earnings attributable to common shares																					$	2,094

(1) Substantially all earnings attributable to common shares are from equity earnings.

(2) Sempra Infrastructure includes net unrealized gains (losses) from undesignated interest rate swaps related to the PA LNG Phase 1 project.

(3) Includes cost of natural gas, cost of electric fuel and purchased power, O&M, Aliso Canyon litigation and regulatory matters, franchise fees and other taxes, other income (expense), net, and preferred dividends for Sempra California; O&M, interest expense, and income tax expense (benefit) for Sempra Texas Utilities related to activities at the holding company; and cost of natural gas, energy-related businesses cost of sales, O&M, franchise fees and other taxes, and other income (expense), net, for Sempra Infrastructure.

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The following table presents revenues by services by segment, reconciled to Sempra’s consolidated revenues.

REVENUES BY SERVICES
(Dollars in millions)
			Sempra California						Sempra Infrastructure						Sempra
			Year ended December 31, 2024
Revenues from external customers:
Utilities			$	10,985					$	78
Energy-related businesses			—						755
Total revenues from external customers (1)			10,985						833						$	11,818
Other revenues (2) :
Utilities			374						—
Energy-related businesses			—						993
Total other revenues			374						993						1,367
Intersegment revenues (3) :
Utilities			23						—
Energy-related businesses			—						56
Total intersegment revenues			23						56						79
Segment revenues			$	11,382					$	1,882					13,264
Intersegment eliminations															( 79 )
Revenues															$	13,185
			Year ended December 31, 2023
Revenues from external customers:
Utilities			$	13,668					$	87
Energy-related businesses			—						1,094
Total revenues from external customers (1)			13,668						1,181						$	14,849
Other revenues (2) :
Utilities			75						—
Energy-related businesses			—						1,796
Total other revenues			75						1,796						1,871
Intersegment revenues (3) :
Utilities			18						—
Energy-related businesses			—						94
Total intersegment revenues			18						94						112
Segment revenues			$	13,761					$	3,071					16,832
Intersegment eliminations															( 112 )
Revenues															$	16,720
			Year ended December 31, 2022
Revenues from external customers:
Utilities			$	11,930					$	89
Energy-related businesses			—						1,704
Total revenues from external customers (1)			11,930						1,793						$	13,723
Other revenues (2) :
Utilities			633						—
Energy-related businesses			—						83
Total other revenues			633						83						716
Intersegment revenues (3) :
Utilities			14						—
Energy-related businesses			—						43
Total intersegment revenues			14						43						57
Segment revenues			$	12,577					$	1,919					14,496
Intersegment eliminations															( 57 )
Revenues															$	14,439

(1) We did not have revenues from transactions with a single external customer that amounted to 10% or more of Sempra’s total revenues.

(2) See “Revenues from Sources Other Than Contracts with Customers” in Note 3 for a description of this revenue source, which may be additive or subtractive from period to period.

(3) See “Transactions with Affiliates” in Note 1 for a description of services provided by one operating segment to another operating segment within Sempra.

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SDG&E

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 operating and reportable segment.

SDG&E’s CODM, who is its chief executive officer, utilizes earnings attributable to common shares to manage the business, assess performance and allocate resources. SDG&E’s CODM allocates resources to support the delivery of safe, reliable and affordable energy to customers.

Total assets at SDG&E were $ 30.8 billion and $ 29.2 billion at December 31, 2024 and 2023, respectively. The following table presents selected information for SDG&E’s single segment and reconciliation of earnings attributable to common shares.

SEGMENT INFORMATION
(Dollars in millions)
			Years ended December 31,
			2024						2023						2022
SDG&E:
Revenues from external customers:
Electric			$	4,164					$	4,750					$	4,687
Natural gas			878						1,204						899
Total revenues from external customers (1)			5,042						5,954						5,586
Other revenues (2) :
Electric			149						( 401 )						109
Natural gas			150						44						143
Total other revenues			299						( 357 )						252
Total revenues			5,341						5,597						5,838
Depreciation and amortization			( 1,223 )						( 1,098 )						( 982 )
Interest income			5						15						5
Interest expense			( 525 )						( 497 )						( 449 )
Income tax (expense) benefit			( 153 )						26						( 182 )
Other segment items (3)			( 2,554 )						( 3,107 )						( 3,315 )
Earnings attributable to common shares			$	891					$	936					$	915
Capital expenditures for property, plant and equipment			$	2,522					$	2,540					$	2,473

(1) We did not have revenues from transactions with a single external customer that amounted to 10% or more of SDG&E’s total revenues.

(2) See “Revenues from Sources Other Than Contracts with Customers” in Note 3 for a description of this revenue source, which may be additive or subtractive from period to period.

(3) Includes cost of electric fuel and purchased power, cost of natural gas, O&M, franchise fees and other taxes, and other income (expense), net.

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SOCALGAS

SoCalGas is a regulated public natural gas distribution utility, serving customers throughout most of Southern California and part of central California. SoCalGas has one operating and reportable segment.

SoCalGas’ CODM, who is its chief executive officer, utilizes earnings attributable to common shares to manage the business, assess performance and allocate resources. SoCalGas’ CODM allocates resources to support the delivery of safe, reliable and affordable energy to customers.

Total assets at SoCalGas were $ 25.4 billion and $ 24.3 billion at December 31, 2024 and 2023, respectively. The following table presents selected information for SoCalGas’ single segment and reconciliation of earnings attributable to common shares.

SEGMENT INFORMATION
(Dollars in millions)
			Years ended December 31,
			2024						2023						2022
SoCalGas:
Natural gas:
Revenues from external customers (1)			$	6,134					$	7,857					$	6,459
Other revenues (2)			75						432						381
Total revenues			6,209						8,289						6,840
Aliso Canyon litigation and regulatory matters			—						—						( 259 )
Depreciation and amortization			( 910 )						( 839 )						( 761 )
Interest income			9						9						6
Interest expense			( 323 )						( 285 )						( 198 )
Income tax (expense) benefit			( 31 )						5						( 138 )
Other segment items (3)			( 3,999 )						( 6,368 )						( 4,891 )
Earnings attributable to common shares			$	955					$	811					$	599
Capital expenditures for property, plant and equipment			$	2,231					$	2,020					$	1,993

(1) We did not have revenues from transactions with a single external customer that amounted to 10% or more of SoCalGas’ total revenues.

(2) See “Revenues from Sources Other Than Contracts with Customers” in Note 3 for a description of this revenue source, which may be additive or subtractive from period to period.

(3) Includes cost of natural gas, O&M, franchise fees and other taxes, and other income (expense), net, and preferred dividends.

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SEMPRA
CONDENSED STATEMENTS OF OPERATIONS
(Dollars in millions, except per share amounts; shares in thousands)
			Years ended December 31,
			2024						2023						2022
Interest income			$	29					$	31					$	35
Interest expense			( 490 )						( 444 )						( 326 )
Operating expenses			( 105 )						( 101 )						( 92 )
Other income (expense), net			25						31						( 58 )
Income tax benefit			165						134						111
Loss before equity in earnings of subsidiaries			( 376 )						( 349 )						( 330 )
Equity in earnings of subsidiaries, net of income taxes			3,237						3,423						2,468
Net income			2,861						3,074						2,138
Preferred dividends			( 44 )						( 44 )						( 44 )
Earnings			$	2,817					$	3,030					$	2,094
Basic EPS:
Earnings			$	4.44					$	4.81					$	3.32
Weighted-average common shares outstanding			633,795						630,296						630,318
Diluted EPS:
Earnings			$	4.42					$	4.79					$	3.31
Weighted-average common shares outstanding			637,943						632,733						632,757

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, 2024, 2023 and 2022
			Pretax amount						Income tax benefit (expense)						Net-of-tax amount
2024:
Net income			$	2,696					$	165					$	2,861
Other comprehensive income (loss):
Foreign currency translation adjustments			( 30 )						—						( 30 )
Financial instruments			14						( 2 )						12
Pension and other postretirement benefits			18						( 16 )						2
Total other comprehensive income (loss)			2						( 18 )						( 16 )
Comprehensive income			$	2,698					$	147					$	2,845
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

See Notes to Condensed Financial Information of Parent.

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SEMPRA
CONDENSED BALANCE SHEETS
(Dollars in millions)
			December 31,
			2024						2023
Assets:
Cash and cash equivalents			$	1,416					$	3
Restricted cash			2						2
Due from affiliates			88						105
Income taxes receivable, net			71						—
Other current assets			10						11
Total current assets			1,587						121
Investments in subsidiaries			42,305						38,499
Due from affiliates			25						18
Deferred income taxes			209						429
Other long-term assets			1,152						1,095
Total assets			$	45,278					$	40,162
Liabilities and shareholders’ equity:
Short-term debt			$	—					$	365
Due to affiliates			241						235
Other current liabilities			1,410						819
Total current liabilities			1,651						1,419
Long-term debt			11,028						8,461
Due to affiliates			739						988
Other long-term liabilities			638						619
Commitments and contingencies (Note 4)
Shareholders’ equity			31,222						28,675
Total liabilities and shareholders’ equity			$	45,278					$	40,162

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,
			2024						2023						2022
Net cash provided by operating activities			$	120					$	1,576					$	775
Expenditures for property, plant and equipment			( 3 )						( 5 )						( 7 )
Proceeds from sale of assets			—						2						—
Capital contributions to investees			( 933 )						( 1,749 )						( 661 )
Distributions from investments			9						108						—
Purchases of trust assets			( 63 )						( 78 )						( 114 )
Proceeds from sales of trust assets			68						69						123
Increase in loans to affiliates, net			( 117 )						( 90 )						( 92 )
Premiums on corporate-owned life insurance policies			( 1 )						( 1 )						( 3 )
Net cash used in investing activities			( 1,040 )						( 1,744 )						( 754 )
Common dividends paid			( 1,499 )						( 1,483 )						( 1,430 )
Preferred dividends paid			( 44 )						( 44 )						( 44 )
Issuances of common stock, net			1,219						145						4
Repurchases of common stock			( 43 )						( 32 )						( 478 )
Issuances of debt (maturities greater than 90 days)			3,695						1,918						1,569
Payments on debt (maturities greater than 90 days)			( 350 )						( 672 )						( 322 )
Decrease in short-term debt, net			( 365 )						( 89 )						( 785 )
(Decrease) increase in loans from affiliates, net			( 241 )						220						( 226 )
Proceeds from sales of noncontrolling interests, net			—						—						1,732
Other			( 38 )						( 10 )						( 8 )
Net cash provided by (used in) financing activities			2,334						( 47 )						12
Effect of exchange rate changes on cash, cash equivalents and restricted cash			( 1 )						—						( 1 )
Increase (decrease) in cash, cash equivalents and restricted cash			1,413						( 215 )						32
Cash, cash equivalents and restricted cash, January 1			5						220						188
Cash, cash equivalents and restricted cash, December 31			$	1,418					$	5					$	220
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES
Accrued interest receivable capitalized to note receivable			$	17					$	16					$	18
Preferred dividends declared but not paid			11						11						11
Common dividends declared but not paid			393						376						360
Common dividends issued in stock			54						—						—
Net exercise of stock options			9						—						—
Equitization of amounts due from affiliates			110						92						93

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 $ 908 million, $ 1.9 billion and $ 832 million in 2024, 2023 and 2022, 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, 2024, Sempra had capacity of $ 4.0 billion under a committed line of credit, which provides liquidity and supports its commercial paper program, with available unused credit of $ 4.0 billion before reductions of any unamortized discounts.

The principal terms of Sempra’s committed line of credit include the following:

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

▪ The facility provides for the issuance of $ 200 million of letters of credit. Subject to obtaining commitments from existing or new lenders and satisfaction of other specified conditions, Sempra has the right to increase its letter of credit commitment to up to $ 500 million. No letters of credit were outstanding at December 31, 2024.

▪ 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, 2024, 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,
			2024						2023
3.30 % Notes April 1, 2025			$	750					$	750
5.40 % Notes August 1, 2026			550						550
3.25 % Notes June 15, 2027			750						750
3.40 % Notes February 1, 2028			1,000						1,000
3.70 % Notes April 1, 2029			500						500
5.50 % Notes August 1, 2033			700						700
3.80 % Notes February 1, 2038			1,000						1,000
6.00 % Notes October 15, 2039			750						750
4.00 % Notes February 1, 2048			800						800
4.125 % (next rate reset on April 1, 2027) Junior Subordinated Notes April 1, 2052 (1)			1,000						1,000
6.40 % (next rate reset on October 1, 2034) Junior Subordinated Notes October 1, 2054 (1)			1,250						—
6.875 % (next rate reset on October 1, 2029) Junior Subordinated Notes October 1, 2054 (1)			600						—
6.875 % (next rate reset on October 1, 2029) Junior Subordinated Notes October 1, 2054 (1)			500						—
6.55 % (next rate reset on April 1, 2035) Junior Subordinated Notes April 1, 2055 (1)			600						—
6.625 % (next rate reset on April 1, 2030) Junior Subordinated Notes April 1, 2055 (1)			400						—
5.75 % Junior Subordinated Notes July 1, 2079 (1)			758						758
			11,908						8,558
Current portion of long-term debt			( 750 )						—
Unamortized discount on long-term debt			( 30 )						( 29 )
Unamortized debt issuance costs			( 100 )						( 68 )
Total long-term debt			$	11,028					$	8,461

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

Sempra issued the following fixed-to-fixed reset rate junior subordinated notes in 2024:

▪ In March 2024, Sempra issued $ 600 million aggregate principal amount of 6.875 % junior subordinated notes maturing on October 1, 2054, and received proceeds of $ 593 million (net of debt discount, underwriting discounts and debt issuance costs of $ 7 million). In May 2024, Sempra issued an additional $ 500 million aggregate principal amount of these junior subordinated notes and received proceeds of $ 489 million (net of debt discount, underwriting discounts and debt issuance costs of $ 11 million, but excluding $ 7 million paid to us in respect of accrued interest from and including March 14, 2024 to, but excluding, May 31, 2024. Interest accrues from and including March 14, 2024 to, but excluding, October 1, 2029 at the rate of 6.875 % per annum.

▪ In September 2024, Sempra issued $ 1.25 billion aggregate principal amount of 6.40 % junior subordinated notes maturing on October 1, 2054, and received proceeds of $ 1.235 billion (net of underwriting discounts and debt issuance costs of $ 15 million). Interest accrues from and including September 9, 2024 to, but excluding, October 1, 2034 at the rate of 6.40 % per annum.

▪ In November 2024, Sempra issued $ 400 million aggregate principal amount of 6.625 % junior subordinated notes maturing on April 1, 2055, and received proceeds of $ 395 million (net of underwriting discounts and debt issuance costs of $ 5 million). Interest accrues from and including November 21, 2024 to, but excluding, April 1, 2030 at the rate of 6.625 % per annum.

▪ In November 2024, Sempra issued $ 600 million aggregate principal amount of 6.55 % junior subordinated notes maturing on April 1, 2055, and received proceeds of $ 593 million (net of underwriting discounts and debt issuance costs of $ 7 million). Interest accrues from and including November 21, 2024 to, but excluding, April 1, 2035 at the rate of 6.55 % per annum.

The interest rates on the notes will be reset on:

▪ October 1, 2029 (for the March 2024 and May 2024 issuances),

▪ October 1, 2034 (for the September 2024 issuance),

▪ April 1, 2030 (for the $ 400 million November 2024 issuance), and

▪ April 1, 2035 (for the $ 600 million November 2024 issuance),

and on each subsequent five-year period beginning on October 1 or April 1, as applicable, of every fifth year thereafter, at a rate per annum equal to the Five-year U.S. Treasury Rate (as defined in the notes) as of the day falling two business days before the first day of such five -year period plus a spread of:

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▪ 2.789 % (for the March 2024 and May 2024 issuances),

▪ 2.632 % (for the September 2024 issuance),

▪ 2.354 % (for the $ 400 million November 2024 issuance), and

▪ 2.138 % (for the $ 600 million November 2024 issuance).

Interest is payable on the notes semi-annually in arrears on April 1 and October 1 of each year, beginning on October 1, 2024 (for the March 2024 and May 2024 issuances) or April 1, 2025 (for the September 2024 and November 2024 issuances).

We may redeem some or all of the notes before their maturity, as follows:

▪ in whole or in part, (i) on any day in the period commencing on the date falling 90 days prior to, and ending on and including October 1, 2029 (for the March 2024 and May 2024 issuances), October 1, 2034 (for the September 2024 issuance), April 1, 2030 (for the $ 400 million November 2024 issuance), and April 1, 2035 (for the $ 600 million November 2024 issuance), and (ii) after those respective dates, on any interest payment date, at a redemption price in cash equal to 100 % of the principal amount of the notes being redeemed, plus, subject to the terms of the notes, accrued and unpaid interest on the notes to be redeemed to, but excluding, the redemption date;

▪ in whole but not in part, at any time following the occurrence and during the continuance of a tax event (as defined in the notes) at a redemption price in cash equal to 100 % of the principal amount of the notes, plus, subject to the terms of the notes, accrued and unpaid interest on the notes to, but excluding, the redemption date; and

▪ in whole but not in part, at any time following the occurrence and during the continuance of a rating agency event (as defined in the notes) at a redemption price in cash equal to 102 % of the principal amount of the notes, plus, subject to the terms of the notes, accrued and unpaid interest on the notes to, but excluding, the redemption date.

The notes described above are unsecured obligations and rank junior and subordinate in right of payment to our existing and future senior indebtedness. The notes rank equally in right of payment with each other and with our existing 4.125 % fixed-to-fixed reset rate junior subordinated notes due 2052 and 5.75 % junior subordinated notes due 2079 and with any future unsecured indebtedness that we may incur if the terms of such indebtedness provide that it ranks equally with the notes in right of payment. The notes are effectively subordinated in right of payment to any secured indebtedness we have incurred or may incur (to the extent of the value of the collateral securing such secured indebtedness) and to all existing and future indebtedness and other liabilities and any preferred equity of our subsidiaries.

We used, or plan to use, the proceeds from the offerings for general corporate purposes, including repayment of commercial paper and other indebtedness.

At December 31, 2024, 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, $ 500 million in 2029 and $ 8.4 billion thereafter.

Additional information on Sempra’s short-term and long-term debt is provided in Note 6 of the Notes to Consolidated Financial Statements.

At December 31, 2024, Sempra has an operating lease liability related to its corporate headquarters building of approximately $ 147 million. Sempra expects undiscounted lease payments for its operating lease to be $ 12 million in each of 2025 through 2028, $ 13 million in 2029 and $ 151 million thereafter through 2040 for a total of $ 212 million. The operating lease cost was $ 14 million at December 31, 2024, 2023 and 2022. The weighted-average discount rate of the lease is 4.7 % at December 31, 2024 and 2023.

For other contingencies and guarantees related to Sempra, refer to Notes 5 and 15 of the Notes to Consolidated Financial Statements.