|
||||||||||||||||||||||||||
| SEC Info℠ | | | Home | | | Search | | | My Interests | | | Help | | | Sign In | | | Please Sign In | |||||||
|
||||||||||||||||||||||||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 5/07/18 Sempra Energy 10-Q 3/31/18 117:27M San Diego Gas & Elec Co Southern California Gas Co San Diego Gas & Electric Co |
Document/Exhibit Description Pages Size
1: 10-Q Quarterly Report HTML 3.48M
8: EX-10.10 Material Contract HTML 74K
9: EX-10.11 Material Contract HTML 61K
10: EX-10.12 Material Contract HTML 61K
11: EX-10.13 Material Contract HTML 61K
2: EX-10.4 Material Contract HTML 43K
3: EX-10.5 Material Contract HTML 45K
4: EX-10.6 Material Contract HTML 40K
5: EX-10.7 Material Contract HTML 49K
6: EX-10.8 Material Contract HTML 87K
7: EX-10.9 Material Contract HTML 75K
12: EX-12.1 Statement re: Computation of Ratios HTML 76K
13: EX-12.2 Statement re: Computation of Ratios HTML 70K
14: EX-12.3 Statement re: Computation of Ratios HTML 67K
15: EX-31.1 Certification -- §302 - SOA'02 HTML 38K
16: EX-31.2 Certification -- §302 - SOA'02 HTML 39K
17: EX-31.3 Certification -- §302 - SOA'02 HTML 38K
18: EX-31.4 Certification -- §302 - SOA'02 HTML 39K
19: EX-31.5 Certification -- §302 - SOA'02 HTML 39K
20: EX-31.6 Certification -- §302 - SOA'02 HTML 39K
21: EX-32.1 Certification -- §906 - SOA'02 HTML 34K
22: EX-32.2 Certification -- §906 - SOA'02 HTML 34K
23: EX-32.3 Certification -- §906 - SOA'02 HTML 34K
24: EX-32.4 Certification -- §906 - SOA'02 HTML 34K
25: EX-32.5 Certification -- §906 - SOA'02 HTML 34K
26: EX-32.6 Certification -- §906 - SOA'02 HTML 34K
33: R1 Document and Entity Information HTML 52K
34: R2 Condensed Consolidated Statements of Operations HTML 134K
35: R3 Condensed Consolidated Statements of Comprehensive HTML 102K
Income (Loss)
36: R4 Condensed Consolidated Balance Sheets HTML 287K
37: R5 Condensed Consolidated Balance Sheets HTML 65K
(Parentheticals)
38: R6 Condensed Consolidated Statements of Cash Flows HTML 220K
39: R7 Condensed Consolidated Statements of Cash Flows - HTML 35K
Parenthetical
40: R8 General Information and Other Financial Data HTML 707K
41: R9 New Accounting Standards HTML 140K
42: R10 Revenues (Notes) HTML 223K
43: R11 Regulatory Matters HTML 239K
44: R12 Acquistion and Divestiture Activity HTML 85K
45: R13 Investments in Unconsolidated Entities HTML 55K
46: R14 Debt and Credit Facilities HTML 123K
47: R15 Derivative Financial Instruments HTML 327K
48: R16 Fair Value Measurements HTML 429K
49: R17 San Onofre Nuclear Generating Station HTML 239K
50: R18 Commitments and Contingencies HTML 106K
51: R19 Segment Information HTML 178K
52: R20 General Information and Other Financial Data HTML 255K
(Policies)
53: R21 General Information and Other Financial Data HTML 666K
(Tables)
54: R22 New Accounting Standards (Tables) HTML 123K
55: R23 Revenues (Tables) HTML 198K
56: R24 Regulatory Matters (Tables) HTML 169K
57: R25 Acquistion and Divestiture Activity (Tables) HTML 70K
58: R26 Investments in Unconsolidated Entities Investment HTML 40K
in Unconsolidated Entities (Tables)
59: R27 Debt and Credit Facilities (Tables) HTML 112K
60: R28 Derivative Financial Instruments (Tables) HTML 317K
61: R29 Fair Value Measurements (Tables) HTML 422K
62: R30 San Onofre Nuclear Generating Station (Tables) HTML 101K
63: R31 Segment Information (Tables) HTML 172K
64: R32 General Information and Other Financial Data - HTML 46K
Consolidation (Details)
65: R33 General Information and Other Financial Data - HTML 52K
Restricted Cash (Details)
66: R34 General Information and Other Financial Data - HTML 63K
Inventories (Details)
67: R35 General Information and Other Financial Data - HTML 35K
Goodwill (Details)
68: R36 General Information and Other Financial Data - HTML 38K
Capitalized Financing Costs (Details)
69: R37 General Information and Other Financial Data - HTML 134K
Variable Interest Entities (Details)
70: R38 General Information and Other Financial Data - HTML 98K
Pension and Other Postretirement Benefits
(Details)
71: R39 General Information and Other Financial Data - HTML 35K
Rabbi Trust (Details)
72: R40 General Information and Other Financial Data - HTML 73K
Earnings Per Share (Details)
73: R41 General Information and Other Financial Data - HTML 83K
Changes in Accumulated Other Comprehensive Income
(Details)
74: R42 General Information and Other Financial Data - HTML 100K
Reclassification From Accumulated Other
Comprehensive Income (Details)
75: R43 General Information and Other Financial Data - HTML 169K
Shareholder's Equity and Noncontrolling Interest
(Details)
76: R44 General Information and Other Financial Data - HTML 78K
Other Noncontrolling Interests (Details)
77: R45 General Information and Other Financial Data - Due HTML 97K
to Due From Affiliates (Details)
78: R46 General Information and Other Financial Data - HTML 42K
Affiliates Revenue and Cost of Sales (Details)
79: R47 General Information and Other Financial Data - HTML 70K
Other Income (Details)
80: R48 General Information and Other Financial Data - HTML 70K
Income Taxes (Details)
81: R49 New Accounting Standards (Details) HTML 193K
82: R50 REVENUES - Disaggregation of Revenue (Details) HTML 148K
83: R51 REVENUES - Performance Obligations (Details) HTML 66K
84: R52 REVENUES - Contract Liabilities (Details) HTML 45K
85: R53 REVENUES - Receivables From Revenues From HTML 52K
Contracts With Customers (Details)
86: R54 REVENUES - Other Revenues (Details) HTML 41K
87: R55 Regulatory Matters - Cost of Capital (Details) HTML 68K
88: R56 Regulatory Accounts (Details) HTML 95K
89: R57 General Rate Case (Details) HTML 76K
90: R58 Acquistion and Divestiture Activity - Acquisition HTML 112K
Activity (Details)
91: R59 Acquistion and Divestiture Activity - Purchase HTML 63K
Price Allocation (Details)
92: R60 Acquistion and Divestiture Activity - Assets Held HTML 80K
for Sale (Details)
93: R61 INVESTMENTS IN UNCONSOLIDATED ENTITIES - Narrative HTML 96K
(Details)
94: R62 INVESTMENTS IN UNCONSOLIDATED ENTITIES - HTML 49K
Summarized Financial Information (Details)
95: R63 Debt and Credit Facilities - Lines of Credit HTML 113K
(Details)
96: R64 Debt and Credit Facilities - Long Term Debt HTML 65K
(Details)
97: R65 Derivative Financial Instruments - Derivative HTML 45K
Commodity Volumes (Details)
98: R66 Derivative Financial Instruments - Derivative HTML 57K
Notionals (Details)
99: R67 Derivative Financial Instruments - Derivative HTML 121K
Instruments on the Condensed Balance Sheet
(Details)
100: R68 Derivative Financial Instruments - Derivative HTML 84K
Impact on Income (Details)
101: R69 Derivative Financial Instruments - Cash Flow HTML 46K
Hedges (Details)
102: R70 Derivative Financial Instruments - Derivative HTML 40K
Instruments With Contingent Features (Details)
103: R71 Fair Value Measurements - Recurring Fair Value HTML 157K
Measures (Details)
104: R72 Fair Value Measurements - Recon of Level 3 Assets HTML 63K
(Details)
105: R73 Fair Value Measurements - Financial Instruments HTML 85K
(Details)
106: R74 San Onofre Nuclear Generating Station (Details) HTML 73K
107: R75 San Onofre Nuclear Generating Station - Nuclear HTML 95K
Decommissioning Trusts (Details)
108: R76 San Onofre Nuclear Generating Station - Nuclear HTML 56K
Fuel Disposal (Details)
109: R77 San Onofre Nuclear Generating Station - Nuclear HTML 50K
Insurance (Details)
110: R78 Commitments and Contingencies - Legal Proceedings HTML 139K
(Details)
111: R79 Commitments and Contingencies - Other Litigation HTML 54K
(Details)
112: R80 Commitments and Contingencies - Contractual HTML 65K
Commitments (Details)
113: R81 Segment Information (Details) HTML 142K
115: XML IDEA XML File -- Filing Summary XML 187K
32: XML XBRL Instance -- sre20180331form10q_htm XML 9.04M
114: EXCEL IDEA Workbook of Financial Reports XLSX 190K
28: EX-101.CAL XBRL Calculations -- sre-20180331_cal XML 405K
29: EX-101.DEF XBRL Definitions -- sre-20180331_def XML 1.99M
30: EX-101.LAB XBRL Labels -- sre-20180331_lab XML 3.11M
31: EX-101.PRE XBRL Presentations -- sre-20180331_pre XML 2.15M
27: EX-101.SCH XBRL Schema -- sre-20180331 XSD 324K
116: JSON XBRL Instance as JSON Data -- MetaLinks 582± 915K
117: ZIP XBRL Zipped Folder -- 0000086521-18-000041-xbrl Zip 771K
| Exhibit |
You have been granted a restricted stock unit award representing the right to receive the number of shares of Sempra Energy Common Stock set forth below, subject to the vesting conditions set forth below. The restricted stock units,
and dividend equivalents with respect to the restricted stock units, under your award may not be sold or assigned and will be subject to forfeiture unless and until they vest. Shares of Common Stock will be distributed to you after the completion of the service periods ending in <MONTH> <YEAR> and <YEAR>, if the restricted stock units vest under the terms and conditions of your award. The terms and conditions of your award are set forth in the attached Year <YEAR> Restricted Stock Unit Award Agreement and in the Sempra Energy 2013 Long Term Incentive Plan, which has been provided to you. The summary below highlights selected terms and conditions but it is not complete and you should carefully read the attachments to fully understand the terms and conditions of your award. | |||||
SUMMARY | |||||
Date
of Award: | <DATE>, <YEAR> | ||||
Name of Recipient: | NAME | ||||
Recipient’s Employee Number: | Employee ID | ||||
Number of Restricted Stock Units (prior to any dividend equivalents): | # RSU | ||||
Restricted Stock Units: | |||||
Your
restricted stock units represent the right to receive shares of Common Stock in the future, subject to the terms and conditions of your award. Your restricted stock units are not shares of Common Stock. | |||||
Vesting/Forfeiture of Restricted Stock Units: | |||||
Your restricted stock units (together with additional units attributable to reinvested dividend equivalents) will vest in installments of 50 percent on [<DATE>, <YEAR>] or [“THE FIRST NEW YORK STOCK EXCHANGE TRADING DAY OF <YEAR>“] and the remainder (including units attributable to reinvested dividends) on [<DATE>, <YEAR>] or [“THE FIRST NEW YORK STOCK EXCHANGE TRADING DAY OF <YEAR>”],subject to your continued employment by Sempra Energy or its Subsidiaries through the applicable vesting date. Subject to certain exceptions set forth
in the Year <YEAR> Restricted Stock Unit Award Agreement, if your employment terminates for any reason prior to the applicable vesting date, your restricted stock units will be forfeited. | |||||
Transfer Restrictions: | |||||
Your restricted stock units may not be sold or otherwise transferred and will remain subject to forfeiture conditions until they vest. | |||||
Termination of Employment: | |||||
Subject to certain exceptions set forth in the Year <YEAR> Restricted Stock Unit Award Agreement, your restricted stock units will be forfeited if your employment terminates before such units vest. | |||||
Dividend
Equivalents: | |||||
You also have been awarded dividend equivalents with respect to your restricted stock units. Your dividend equivalents represent the right to receive additional shares of Common Stock in the future, subject to the terms and conditions of your award. Your dividend equivalents will be determined based on the dividends that you would have received, had you held shares of Common Stock equal to the vested number of your restricted stock units from the date of your award to the date of the distribution of shares of Common Stock following the vesting of your restricted stock units, and assuming that the dividends were reinvested in Common Stock (and any dividends on such shares were reinvested in Common Stock). The dividends will be deemed reinvested in Common Stock in the same manner as dividends reinvested pursuant to the terms of the Sempra Dividend Reinvestment Plan. Your dividend
equivalents will be subject to the same transfer restrictions and forfeiture and vesting conditions as the shares represented by your restricted stock units. | |||||
Distribution of Shares: | |||||
Shares of Common Stock will be distributed to you to the extent your restricted stock units vest. Except as provided otherwise in the Year <YEAR> Restricted Stock Unit Award Agreement, the shares will be distributed to you after the completion of the applicable service period. The shares of Common Stock will include the additional shares to be distributed pursuant to your vested dividend equivalents. | |||||
Taxes: | |||||
Upon distribution of shares of Common Stock to you, you will
be subject to income taxes on the value of the distributed shares at the time of distribution and must pay applicable withholding taxes. | |||||
By your acceptance of this award, you agree to all of the terms and conditions set forth in this Cover Page/Summary, the attached Year <YEAR> Restricted Stock Unit Award Agreement and the Sempra Energy 2013 Long Term Incentive Plan. | |||||
Recipient: | X | ||||
(Signature) | |||||
Sempra Energy: | <CEO> | ||||
(Signature) | |||||
Title: | <TITLE> | ||||
Award: | You have been granted a restricted stock unit award under Sempra Energy’s 2013 Long Term Incentive Plan. The award consists of the number of restricted stock units set forth on the Cover Page/Summary to this Agreement, and dividend equivalents with respect to the restricted stock units (described below). Your restricted
stock units represent the right to receive shares of Common Stock in the future, subject to the terms and conditions of your award. Your restricted stock units are not shares of Common Stock. Each restricted stock unit represents the right to receive one share of Common Stock upon the vesting of the unit. Unless and until they vest, your restricted stock units and any dividend equivalents (as described below) will be subject to transfer restrictions and forfeiture and vesting conditions. Your restricted stock units (and dividend equivalents) will be forfeited if your employment terminates before they vest; provided, however, that the Compensation Committee in its sole discretion may determine to vest you in all or any portion your restricted
stock units (subject to Code Section 409A requirements). See “Vesting/Forfeiture,” “Transfer Restrictions,” and “Termination of Employment” below. |
Vesting/Forfeiture: | Subject to the provisions below relating to the treatment of your restricted stock units in connection with a Change in Control, your restricted stock units (and dividend equivalents, as described below) will vest in installments of 50 percent on [<DATE>, <YEAR>] or [“THE FIRST NEW YORK STOCK EXCHANGE TRADING DAY OF <YEAR>“] and the remainder (including units attributable to reinvested dividends) on [<DATE>, <YEAR>] or [“THE FIRST NEW YORK STOCK EXCHANGE TRADING DAY OF <YEAR>“], subject to your
continued employment by Sempra Energy or its Subsidiaries through the applicable vesting date. Certificates for the shares will be issued to you or transferred to an account that you designate. When the shares of Common Stock are issued to you, your restricted stock units (vested and unvested) and your dividend equivalents will terminate. |
Transfer Restrictions: | You may not sell or otherwise transfer or assign your restricted stock units (or your dividend equivalents). |
Dividend Equivalents: | You
also have been awarded dividend equivalents with respect to your restricted stock units. Your dividend equivalents represent the right to receive additional shares of Common Stock in the future, subject to the terms and conditions of your award. Your dividend equivalents will be determined based on the dividends that you would have received, had you held shares of Common Stock equal to the vested number of your restricted stock units from the date of your award to the date of the distribution of shares of Common Stock following the vesting of your restricted stock units, and assuming that the dividends were reinvested in Common Stock (and any dividends on such shares were reinvested in Common Stock). The dividends will be deemed reinvested in Common Stock in the same manner as dividends reinvested pursuant to the terms of the Sempra Dividend Reinvestment Plan. Your dividend equivalents will be subject to the same transfer
restrictions and forfeiture and vesting conditions as your restricted stock units. They will vest when your restricted stock units vest. Also, your restricted stock units (and dividend equivalents), including the terms and conditions thereof, will be adjusted to prevent dilution or enlargement of your rights in the event of a stock dividend on shares of Common Stock or as the result of a stock-split, recapitalization, reorganization or other similar transaction in accordance with the terms and conditions of the 2013 Long Term Incentive Plan. Any additional restricted stock units (and dividend equivalents) awarded to you as a result of such an adjustment also will be subject to the same transfer restrictions, forfeiture and vesting conditions and other terms and conditions that are applicable to your restricted stock units. |
No Shareholder Rights: | Your
restricted stock units (and dividend equivalents) are not shares of Common Stock. You will have no rights as a shareholder unless and until shares of Common Stock are issued to you following the vesting of your restricted stock units (and dividend equivalents) as provided in this Agreement and the 2013 Long Term Incentive Plan. |
Distribution of Shares: | Following the vesting of your restricted stock units, you will receive the number of shares of Common Stock equal to the number of your restricted stock units that have vested. However, in no event will you receive under this award, and other awards granted to you under the 2013 Long Term Incentive Plan in the same fiscal year of Sempra Energy, more than the maximum number of shares of Common Stock permitted under the 2013 Long Term
Incentive Plan. Also, you will receive the number of shares of Common Stock equal to your vested dividend equivalents. You will receive the shares as soon as reasonably practicable following each vesting date (and in no event later than March 15 of the year following the applicable vesting date). Once you receive the shares of Common Stock, your restricted stock units (and dividend equivalents) will terminate. |
Termination of Employment: | |
§ Termination: | If your employment with Sempra Energy and its Subsidiaries terminates for any reason other than by reason of your death prior to the vesting of your restricted stock units (and dividend
equivalents) all of your restricted stock units (and dividend equivalents) will be forfeited; provided, however, that the Compensation Committee in its sole discretion may determine to vest you in all or any portion your restricted stock units (subject to Code Section 409A requirements). If your employment terminates by reason of your death prior to the vesting of your restricted stock units (and dividend equivalents), all of your restricted stock units (and dividend equivalents) will vest upon your death. |
§ Termination for Cause: | If
your employment with Sempra Energy and its Subsidiaries terminates for cause, all of your restricted stock units (and dividend equivalents) will be cancelled. Prior to the consummation of a Change in Control, a termination for cause is (i) the willful failure by you to substantially perform your duties with the Company (other than any such failure resulting from your incapacity due to physical or mental illness), (ii) the grossly negligent performance of such obligations referenced in clause (i) of this definition, (iii) your gross insubordination; and/or (iv) your commission of one or more acts of moral turpitude that constitute a violation of applicable law (including but not limited to a felony) which have or result in an adverse effect on the Company, monetarily or otherwise, or one or more significant acts of dishonesty. For purposes of clause (i), no act, or failure to act, on your part shall be deemed “willful”
unless done, or omitted to be done, by you not in good faith and without reasonable belief that your act, or failure to act, was in the best interests of the Company. If your restricted stock units remain outstanding following a Change in Control pursuant to a Replacement Award, a termination for cause following such Change in Control shall be determined in accordance with Section 2.8 of the 2013 Long Term Incentive Plan (which defines “Cause” for purposes of the plan), including reasonable notice and, if possible, a reasonable opportunity to cure as provided therein. |
Taxes: | |
§ Withholding Taxes: | When
you become subject to withholding taxes upon distribution of the shares of Common Stock or otherwise, Sempra Energy or its Subsidiary is required to withhold taxes. Unless you instruct otherwise and pay or make arrangements satisfactory to Sempra Energy to pay these taxes, upon the distribution of your shares, Sempra Energy will withhold a sufficient number of shares of common stock or restricted stock units to cover the minimum required withholding taxes and transfer to you only the remaining balance of your shares. In the event that, following a Change in Control, your restricted stock units become eligible for a distribution upon your Retirement by reason of your combined age and service, your restricted stock units may become subject to employment tax withholding prior to the distribution of shares with respect to such units. |
§ Code Section
409A: Recoupment (“Clawback”) Policy: | Your restricted stock units are subject to Sections 16.5 and 20.12 of the 2013 Long Term Incentive Plan, which set forth terms to comply with Code Section 409A. The Company shall require the forfeiture, recovery or reimbursement of awards or compensation under this Plan as (i) required by applicable law, or (ii) required under any policy implemented or maintained by the Company pursuant to any applicable rules or requirements of a national securities exchange or national securities association on which any securities of the Company are listed. The Company reserves the right to recoup compensation paid if it determines that the results on which the compensation was paid were
not actually achieved. The Compensation Committee may, in its sole discretion, require the recovery or reimbursement of long-term incentive compensation awards from any employee whose fraudulent or intentional misconduct materially affects the operations or financial results of the Company or its Subsidiaries. |
Retention Rights: | Neither your restricted stock unit award nor this Agreement gives you any right to be retained by Sempra Energy or any of its Subsidiaries in any capacity and your employer reserves the right to terminate your employment at any time, with or without cause. The value of your award will not be included as compensation or earnings for purposes of any other benefit plan offered by Sempra Energy or any of its Subsidiaries. |
Change
in Control: | In the event of a Change in Control, the following terms shall apply: If (i) you have achieved age 55 and have completed at least five years of continuous service with Sempra Energy and its Subsidiaries as of the date of a Change in Control and your restricted stock units have not been forfeited prior to the Change in Control, (ii) your outstanding restricted stock units as of the date of a Change in Control are not subject to a “substantial risk of forfeiture” within the meaning of Code Section 409A and/or (iii) your outstanding restricted stock units are not assumed or substituted with one or more Replacement Awards as contemplated in Section 16.1 of the 2013 Long Term Incentive Plan, then in each case your outstanding restricted stock units and any associated dividend equivalents will become fully vested immediately prior to the Change
in Control. If the foregoing terms apply, immediately prior to the date of the Change in Control you will receive a number of shares of Common Stock equal to the number of your restricted stock units and dividend equivalents that have vested. If your outstanding restricted stock awards are assumed or substituted with one or more Replacement Awards as contemplated in Section 16.1 of the 2013 Long Term Incentive Plan, then, except as provided otherwise in an individual severance agreement or employment agreement to which you are a party, the terms set forth in Sections 16.3 and 16.4 of the 2013 Long Term Incentive Plan shall apply with respect to such Replacement Award following the Change in Control. If the foregoing terms apply and the Replacement Award vests upon your separation from service or death, on such date, you will receive a number of shares or other property in settlement of the Replacement
Awards. |
Further Actions: | You agree to take all actions and execute all documents appropriate to carry out the provisions of this Agreement. You shall not be deemed to have accepted this award unless you execute the Arbitration Agreement provided with your award letter. You also appoint as your attorney-in-fact each individual who at the time of so acting is the Secretary or an Assistant Secretary of Sempra Energy with full authority to effect any transfer of any shares of Common Stock distributable to you, including any transfer to pay withholding taxes, that is authorized by this Agreement. |
Applicable Law: | This
Agreement will be interpreted and enforced under the laws of the State of California. |
Disputes: Other Agreements: | Any and all disputes between you and the Company relating to or arising out of the Plan or your restricted stock unit award shall be subject to the Arbitration Agreement provided with your award letter, including, but not limited to, any disputes referenced in Section 16.4 of the Plan. In the event of any conflict between the terms of this Agreement and any written employment, severance or other employment-related agreement between you and Sempra Energy, the terms of this Agreement, or the terms of such other agreement, whichever are
more favorable to you, shall prevail, provided that in each case a conflict shall be resolved in a manner consistent with the intent that your restricted stock units comply with Code Section 409A. In the event of a conflict between the terms of this Agreement and the 2013 Long Term Incentive Plan, the plan document shall prevail. |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/27/24 Sempra 10-K 12/31/23 220:59M 2/28/23 Sempra 10-K 12/31/22 215:70M 2/25/22 Sempra 10-K 12/31/21 182:76M 2/25/21 Sempra 10-K 12/31/20 178:74M |