Document/ExhibitDescriptionPagesSize
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2: EX-4.2 Instrument Defining the Rights of Security Holders HTML 111K
5: EX-10.10 Material Contract HTML 102K
6: EX-10.11 Material Contract HTML 102K
7: EX-10.12 Material Contract HTML 89K
8: EX-10.34 Material Contract HTML 73K
9: EX-10.35 Material Contract HTML 73K
10: EX-10.38 Material Contract HTML 281K
11: EX-10.39 Material Contract HTML 275K
12: EX-10.42 Material Contract HTML 281K
3: EX-10.8 Material Contract HTML 85K
4: EX-10.9 Material Contract HTML 102K
13: EX-21.1 Subsidiaries List HTML 58K
14: EX-23.1 Consent of Expert or Counsel HTML 57K
15: EX-23.2 Consent of Expert or Counsel HTML 57K
16: EX-23.3 Consent of Expert or Counsel HTML 57K
17: EX-23.4 Consent of Expert or Counsel HTML 57K
30: EX-97.1 Clawback Policy re: Recovery of Erroneously HTML 80K Awarded Compensation
31: EX-99.1 Miscellaneous Exhibit HTML 1.17M
18: EX-31.1 Certification -- §302 - SOA'02 HTML 61K
19: EX-31.2 Certification -- §302 - SOA'02 HTML 61K
20: EX-31.3 Certification -- §302 - SOA'02 HTML 61K
21: EX-31.4 Certification -- §302 - SOA'02 HTML 61K
22: EX-31.5 Certification -- §302 - SOA'02 HTML 61K
23: EX-31.6 Certification -- §302 - SOA'02 HTML 61K
24: EX-32.1 Certification -- §906 - SOA'02 HTML 59K
25: EX-32.2 Certification -- §906 - SOA'02 HTML 59K
26: EX-32.3 Certification -- §906 - SOA'02 HTML 59K
27: EX-32.4 Certification -- §906 - SOA'02 HTML 59K
28: EX-32.5 Certification -- §906 - SOA'02 HTML 59K
29: EX-32.6 Certification -- §906 - SOA'02 HTML 59K
37: R1 Cover HTML 151K
38: R2 Audit Information HTML 68K
39: R3 Consolidated Statements of Operations HTML 152K
40: R4 Consolidated Statements of Comprehensive Income HTML 193K
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41: R5 Consolidated Balance Sheets HTML 252K
42: R6 Consolidated Balance Sheets (Parentheticals) HTML 72K
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45: R9 Consolidated Statements of Changes in Equity HTML 63K
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47: R11 Statements of Comprehensive Income (Loss) - SDG&E HTML 109K
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49: R13 Balance Sheets - SDG&E (Parentheticals) HTML 71K
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51: R15 Statements of Changes in Shareholder's Equity - HTML 100K
SDG&E
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SDG&E (Parenthetical)
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56: R20 Consolidated Balance Sheets - Scg (Parentheticals) HTML 71K
57: R21 Statements of Cash Flows - Scg HTML 174K
58: R22 Statements of Changes in Shareholders? Equity - HTML 106K
Scg
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Scg (Parenthetical)
60: R24 Significant Accounting Policies and Other HTML 641K
Financial Data
61: R25 New Accounting Standards HTML 71K
62: R26 Revenues HTML 256K
63: R27 Regulatory Matters HTML 230K
64: R28 Sempra - Acquisitions and Divestitures HTML 63K
65: R29 Sempra - Investments in Unconsolidated Entities HTML 208K
66: R30 Debt and Credit Facilities HTML 253K
67: R31 Income Taxes HTML 370K
68: R32 Employee Benefit Plans HTML 856K
69: R33 Share-Based Compensation HTML 160K
70: R34 Derivative Financial Instruments HTML 289K
71: R35 Fair Value Measurements HTML 366K
72: R36 Preferred Stock HTML 83K
73: R37 Sempra - Equity and Earnings Per Common Share HTML 141K
74: R38 San Onofre Nuclear Generating Station HTML 230K
75: R39 Commitments and Contingencies HTML 414K
76: R40 Sempra - Segment Information HTML 164K
77: R41 Schedule I - Condensed Financial Information of HTML 236K
Parent
78: R42 Pay vs Performance Disclosure HTML 70K
79: R43 Insider Trading Arrangements HTML 91K
80: R44 Significant Accounting Policies and Other HTML 270K
Financial Data (Policies)
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Financial Data (Tables)
82: R46 Revenues (Tables) HTML 236K
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84: R48 Sempra - Investments in Unconsolidated Entities HTML 193K
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88: R52 Share-Based Compensation (Tables) HTML 151K
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90: R54 Fair Value Measurements (Tables) HTML 361K
91: R55 Preferred Stock (Tables) HTML 68K
92: R56 Sempra - Equity and Earnings Per Common Share HTML 117K
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94: R58 Commitments and Contingencies (Tables) HTML 458K
95: R59 Sempra - Segment Information (Tables) HTML 158K
96: R60 Schedule I - Condensed Financial Information of HTML 342K
Parent (Tables)
97: R61 Significant Accounting Policies and Other HTML 66K
Financial Data - Principles of Consolidation
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98: R62 Significant Accounting Policies and Other HTML 69K
Financial Data - Regulated Operations (Details)
99: R63 Significant Accounting Policies and Other HTML 70K
Financial Data - Cash, Cash Equivalents and
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100: R64 Significant Accounting Policies and Other HTML 121K
Financial Data - Credit Losses (Details)
101: R65 Significant Accounting Policies and Other HTML 72K
Financial Data - Inventories (Details)
102: R66 Significant Accounitng Policies and Other HTML 68K
Financial Data - Note Receivable (Details)
103: R67 Significant Accounting Policies and Other HTML 91K
Financial Data - Wildfire Fund (Details)
104: R68 Significant Accounting Policies and Other HTML 166K
Financial Data - Property, Plant, and Equipment
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105: R69 Significant Accounting Policies and Other HTML 64K
Financial Data - Capitalized Financing Costs
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106: R70 Significant Accounting Policies and Other HTML 108K
Financial Data - Other Intangible Assets (Details)
107: R71 Significant Accounting Policies and Other HTML 113K
Financial Data - Variable Interest Entities
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108: R72 Significant Accounting Policies and Other HTML 80K
Financial Data - Asset Retirement Obligations
(Details)
109: R73 Significant Accounting Policies and Other HTML 121K
Financial Data - Changes in Accumulated Other
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110: R74 Significant Accounting Policies and Other HTML 171K
Financial Data - Reclassification From Accumulated
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111: R75 Significant Accounting Policies and Other HTML 61K
Financial Data - Foreign Currency Translation
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112: R76 General Information and Other Financial Data - HTML 114K
Transactions With Affiliates (Details)
113: R77 Significant Accounting Policies and Other HTML 99K
Financial Data - Affiliates Revenue and Cost of
Sales (Details)
114: R78 Significant Accounting Policies and Other HTML 131K
Financial Data - Restricted Net Assets (Details)
115: R79 Significant Accounting Policies and Other HTML 86K
Financial Data - Other Income (Expense), Net
(Details)
116: R80 Revenues - Disaggregation of Revenue (Details) HTML 119K
117: R81 Revenues - Performance Obligations (Details) HTML 89K
118: R82 Revenues - Contract Liabilities (Details) HTML 77K
119: R83 Revenues - Receivables From Revenues From HTML 83K
Contracts With Customers (Details)
120: R84 Regulatory Matters - Regulatory Accounts (Details) HTML 143K
121: R85 Regulatory Matters - Regulatroy Assets Not Earning HTML 64K
A Return (Details)
122: R86 Regulatory Matters - Cpuc Grc (Details) HTML 97K
123: R87 Regulatory Matters - Cost of Capital & Energy HTML 133K
Efficiency (Details)
124: R88 REGULATORY MATTERS - FERC Rate Matters (Details) HTML 64K
125: R89 SEMPRA - ACQUISITIONS AND DIVESTITURES - HTML 91K
Acquisitions (Details)
126: R90 SEMPRA - ACQUISITIONS AND DIVESTITURES - HTML 77K
Divestitures (Details)
127: R91 Sempra - Investments in Unconsolidated Entities - HTML 139K
Summary of Investments (Details)
128: R92 Sempra - Investments in Unconsolidated Entities - HTML 69K
Oncor Holdings (Details)
129: R93 Sempra - Investments in Unconsolidated Entities - HTML 141K
Summarized Financial Information (Details)
130: R94 Sempra - Investments in Unconsolidated Entities - HTML 71K
Sharyland Holdings (Details)
131: R95 Sempra - Investments in Unconsolidated Entities - HTML 65K
Cameron Lng Jv (Details)
132: R96 Sempra - Investments in Unconsolidated Entities - HTML 70K
Sempra Promissory Note for Sdsra Distribution
(Details)
133: R97 Sempra - Investments in Unconsolidated Entities - HTML 110K
Sempra Support Agreement for Cfin (Details)
134: R98 Sempra - Investments in Unconsolidated Entities - HTML 64K
Rbs Sempra Commodities (Details)
135: R99 SEMPRA - INVESTMENTS IN UNCONSOLIDATED ENTITIES - HTML 122K
Other Equity Information (Details)
136: R100 Debt and Credit Facilities - Committed Lines of HTML 119K
Credit Narrative (Details)
137: R101 Debt and Credit Facilities - Committed Lines of HTML 115K
Credit (Details)
138: R102 Debt and Credit Facilities - Uncommitted Lines of HTML 76K
Credit (Details)
139: R103 Debt and Credit Facilities - Uncommitted Letters HTML 77K
of Credit (Details)
140: R104 Debt and Credit Facilities - Weighted Average HTML 71K
Interest Rates (Details)
141: R105 Debt and Credit Facilities - Schedule of Long-Term HTML 269K
Debt Instruments (Details)
142: R106 Debt and Credit Facilities - Schedule of HTML 90K
Maturities of Long-Term Debt (Details)
143: R107 Debt and Credit Facilities - Schedule of Callable HTML 67K
Long-Term Debt (Details)
144: R108 Debt and Credit Facilities - First Mortgage Bonds HTML 101K
(Details)
145: R109 Debt and Credit Facilities - Other Long-Term Debt HTML 82K
(Details)
146: R110 Debt and Credit Facilities - Eca Lng Phase 1 HTML 86K
(Details)
147: R111 DEBT AND CREDIT FACILITIES - Port Arthur LNG HTML 108K
(Details)
148: R112 Income Taxes - Reconciliation to Effective Tax HTML 138K
Rate (Details)
149: R113 Income Taxes - Components of Income Tax Expense HTML 111K
(Benefit) (Details)
150: R114 Income Taxes - Deferred Income Taxes (Details) HTML 121K
151: R115 Income Taxes - Net Operating Losses and Tax Credit HTML 85K
Carryforwards (Details)
152: R116 Income Taxes - Unrecognized Tax Benefits (Details) HTML 87K
153: R117 Income Taxes - Narrative (Details) HTML 88K
154: R118 Income Taxes - Changes in Unrecognized Tax HTML 67K
Benefits (Details)
155: R119 Employee Benefit Plans - Dedicated Assets in HTML 60K
Support of Certain Benefits Plans (Details)
156: R120 Employee Benefit Plans - Pension and Pbop Plans HTML 68K
(Details)
157: R121 Employee Benefit Plans - Projected Benefit HTML 153K
Obligation, Fair Value of Assets and Funded Status
(Details)
158: R122 Employee Benefit Plans - Pension and Pbop HTML 89K
Obligations, Net of Plan Assets (Details)
159: R123 Employee Benefit Plans - Amounts in Accumulated HTML 76K
Other Comprehensive Income (Loss) (Details)
160: R124 Employee Benefit Plans - Obligations of Funded and HTML 87K
Unfunded Pension and Pbop Plans (Details)
161: R125 Employee Benefit Plans - Net Periodic Benefit Cost HTML 140K
and Amounts Recognized in Oci (Details)
162: R126 Employee Benefit Plans - Weighted-Average HTML 92K
Assumptions Used to Determine Benefit Obligation
(Details)
163: R127 Employee Benefit Plans - Weighted-Average HTML 99K
Assumptions Used to Determine Net Periodic Benefit
Cost (Details)
164: R128 Employee Benefit Plans - Assumed Health Care Cost HTML 77K
Trend Rates (Details)
165: R129 Employee Benefit Plans - Target Asset Allocations HTML 81K
for Sempra's Pension Master Trust (Details)
166: R130 Employee Benefit Plans - Narrative (Details) HTML 70K
167: R131 Employee Benefit Plans - Fair Value Measurements, HTML 345K
Investment Assets of Pension Plans (Details)
168: R132 Employee Benefit Plans - Expected Contributions HTML 70K
(Details)
169: R133 Employee Benefit Plans - Expected Benefit Payments HTML 87K
(Details)
170: R134 Employee Benefit Plans - Employer Contributions to HTML 64K
Savings Plans (Details)
171: R135 Share-Based Compensation - Share-Based HTML 169K
Compensation Expense/ Options (Details)
172: R136 SHARE-BASED COMPENSATION - RSAs and RSUs (Details) HTML 116K
173: R137 Derivative Financial Instruments - Commodity HTML 71K
Volumes (Details)
174: R138 Derivative Financial Instruments - Interest Rate HTML 86K
Derivatives Narrative (Details)
175: R139 Derivative Financial Instruments - Interest Rate HTML 72K
Derivatives (Details)
176: R140 Derivative Financial Instruments - Balance Sheet HTML 146K
(Details)
177: R141 Derivative Financial Instruments - Income HTML 117K
Statement (Details)
178: R142 Derivative Financial Instruments - Cash Flow HTML 69K
Hedges Additional Information (Details)
179: R143 Derivative Financial Instruments - Contingent HTML 65K
Features (Details)
180: R144 Fair Value Measurements - Recurring Fair Value HTML 231K
Measures (Details)
181: R145 Fair Value Measurements - Recon of Level 3 Assets HTML 124K
(Details)
182: R146 Fair Value Measurements - Financial Instruments HTML 101K
(Details)
183: R147 PREFERRED STOCK - Narrative (Details) HTML 119K
184: R148 PREFERRED STOCK - Schedule of Preferred Stock HTML 88K
Outstanding (Details)
185: R149 Sempra - Equity and Earnings Per Common Share - HTML 81K
Common Stock Activity (Details)
186: R150 Sempra - Equity and Earnings Per Common Share - HTML 137K
Narrative (Details)
187: R151 Sempra - Equity and Earnings Per Common Share - HTML 78K
Net Income Attributable to Sempra and Transfers
(To) From Nci (Details)
188: R152 Sempra - Equity and Earnings Per Common Share - HTML 201K
Noncontrolling Interests Narative (Details)
189: R153 Sempra - Equity and Earnings Per Common Share - HTML 96K
Earnings (Losses) Per Common Share Computations
(Details)
190: R154 Sempra - Equity and Earnings Per Common Share - HTML 65K
Antidilutive Securities Excluded From Computation
of Eps (Details)
191: R155 San Onofre Nuclear Generating Station - Narrative HTML 68K
(Details)
192: R156 San Onofre Nuclear Generating Station - Nuclear HTML 100K
Decommissioning Trusts (Details)
193: R157 San Onofre Nuclear Generating Station - Asset HTML 71K
Retirement Obligation and Spent Nuclear Fuel
(Details)
194: R158 San Onofre Nuclear Generating Station - Nuclear HTML 70K
Insurance (Details)
195: R159 Commitments and Contingencies - Legal Proceedings HTML 63K
(Details)
196: R160 COMMITMENTS AND CONTINGENCIES - SDG&E AND SoCalGas HTML 112K
LITIGATION (Details)
197: R161 Commitments and Contingencies - Sempra HTML 66K
Infrastructure (Details)
198: R162 Commitments and Contingencies - Other Litigation HTML 88K
(Details)
199: R163 Commitments and Contingencies - Leases Balance HTML 149K
Sheet Information (Details)
200: R164 Commitments and Contingencies - Lease Income HTML 91K
Statement Information (Details)
201: R165 Commitments and Contingencies - Leases Cash Flow HTML 77K
Information (Details)
202: R166 Commitments and Contingencies - Lessee Maturity HTML 130K
Analysis of Liabilities (Details)
203: R167 Commitments and Contingencies - Leases That Have HTML 73K
Not Yet Commenced (Details)
204: R168 Commitments and Contingencies - Lessor Information HTML 155K
(Details)
205: R169 Commitments and Contingencies - Contractual HTML 145K
Commitments (Details)
206: R170 Commitments and Contingencies - Other Commitments HTML 89K
(Details)
207: R171 Commitments and Contingencies - Environmental HTML 129K
Issues (Details)
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209: R173 SEMPRA - SEGMENT INFORMATION - Schedule of Segment HTML 87K
Information Balance Sheet (Details)
210: R174 SEMPRA - SEGMENT INFORMATION - Schedule of Segment HTML 117K
Information Income Statement and Cash Flows
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211: R175 Schedule I - Condensed Financial Information of HTML 134K
Parent - Statement of Operations (Details)
212: R176 Schedule I - Condensed Financial Information of HTML 129K
Parent - Statement of Comprehensive Income
(Details)
213: R177 Schedule I - Condensed Financial Information of HTML 140K
Parent - Balance Sheets (Details)
214: R178 Schedule I - Condensed Financial Information of HTML 157K
Parent - Cash Flows (Details)
215: R179 Schedule I - Condensed Financial Information of HTML 180K
Parent - Footnotes (Details)
217: XML IDEA XML File -- Filing Summary XML 389K
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‘EX-97.1’ — Clawback Policy re: Recovery of Erroneously Awarded Compensation
The purpose of this policy is to reinforce Sempra’s high-performance culture and pay-for-performance compensation philosophy by requiring, among other things, the recovery of certain compensation upon the occurrence of certain specified events as expressly set forth in this policy and to comply with the listing rules of the NYSE.
Except where expressly limited to Covered Officers, this policy applies to all employees
(including officers) of Sempra and all Sempra Companies. Capitalized terms used in this policy are defined in the Definitions section.
Compensation is subject to recoupment pursuant to this policy:
•In connection with Accounting Restatements resulting in Erroneously Awarded Compensation in accordance with Section 303A.14 of the NYSE Listed Company Manual
•In connection with Material Restatements resulting in SOX Recoverable Compensation in accordance with Section 304 of the Sarbanes-Oxley Act
•In accordance with Applicable Recovery Arrangements
Recovery of compensation under this policy will not constitute “good reason”
for resignation of employment, nor shall it constitute a “constructive termination” or in any other manner give rise to any severance compensation or benefit upon resignation of employment.
Neither Sempra nor any Sempra Company will indemnify or insure any person against the loss of any compensation recovered under this policy, nor will Sempra or any Sempra Company directly or indirectly pay or reimburse any person for any premiums for third-party insurance policies that such person may elect to purchase to fund potential obligations under this policy.
Recovery of Erroneously Awarded Compensation
Subject to the exceptions set forth under “Exceptions to Recovery of Erroneously Awarded Compensation,” if Sempra is required to prepare an Accounting
Restatement, Sempra will recover Reasonably Promptly from each Covered Officer any Erroneously Awarded Compensation. Sempra’s obligation to recover Erroneously Awarded Compensation is not dependent on if or when restated financial statements are actually filed with the SEC.
Exceptions to Recovery of Erroneously Awarded Compensation
Sempra will not be required to recover Erroneously Awarded Compensation if the Compensation Committee determines that either (i) the direct costs paid to third parties to assist in enforcing recovery would exceed such compensation or (ii) recovery would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to employees of Sempra or a Sempra Company, to fail to meet the Qualified Plan Requirements. Sempra will make reasonable attempts to recover Erroneously Awarded Compensation before determining that it
is impracticable to do so pursuant to the foregoing clause (i) and will document its attempts and provide such documentation to the NYSE pursuant to the Applicable Rules.
In addition, Erroneously Awarded Compensation received by a person during the Recovery Period, but before the later of October 2, 2023 and the date that the person commenced service as an Officer, is not subject to recovery under this section.
Disclosure of Erroneously Awarded Compensation
Any Erroneously Awarded Compensation that remains unrecovered after 180 days will be disclosed pursuant to the Applicable Rules.
Recovery
of SOX Recoverable Compensation
If Sempra and/or a Public Sempra Subsidiary, as applicable, is required to prepare a Material Restatement, each Covered Officer will reimburse Sempra or the Public Sempra Subsidiary, as applicable, Reasonably Promptly for any SOX Recoverable Compensation received by such Covered Officer.
Recovery under Applicable Recovery Arrangements
Compensation of each employee of Sempra or any Sempra Company is subject to recoupment in accordance with any Applicable Recovery Arrangements that apply to such employee.
Limitation on Duplicative Recovery; Non-Exclusive
For purposes of this policy, unless otherwise prohibited by the Applicable Rules, any portion of Statutorily Recoverable Compensation that was previously recovered pursuant
to any Applicable Recovery Arrangements will be credited to such Statutorily Recoverable Compensation. Notwithstanding anything to the contrary herein, the aggregate Statutorily Recoverable Compensation shall not exceed the amount required to be recovered by the Applicable Rules, and this policy is not intended to otherwise require the recovery of any additional amounts or double counting of amounts covered by different provisions of this policy.
Except as otherwise determined by the Compensation Committee and subject to the preceding paragraph, any remedy specified in this policy will not be exclusive and will be in addition to every other right or remedy that may be available to Sempra or any Sempra Company.
Manner of Recovery
The Compensation Committee will determine, in its sole discretion, the manner of recovery
of any Recoverable Compensation, consistent with the Applicable Rules with respect to Statutorily Recoverable Compensation, which may include, without limitation, to the extent permitted by law:
•Requiring repayment of compensation previously paid (whether paid in cash, securities or otherwise)
•Seeking recovery of any gain realized on the vesting, exercise, settlement, sale, transfer or other disposition of any equity-based awards
•Offsetting Recoverable Compensation from any compensation otherwise owed by Sempra or an affiliate of Sempra, whether or not such compensation is considered Incentive Compensation
•Reducing or cancelling outstanding vested or unvested equity-based awards (including equity-based
awards that vest solely through the passage of time)
•Taking any other remedial actions that the Compensation Committee deems appropriate
The Compensation Committee will use commercially reasonable efforts to select a method for recovery that would not result in an employee (including any Covered Officer) being subject to the interest and additional tax provisions of Section 409A.
Administration and Interpretation
This policy will be administered by the Compensation Committee. To the extent permitted under applicable law, including any Applicable Rules, the Compensation Committee may delegate administrative duties with respect to this
policy to one or more of Sempra’s officers or employees.
The Compensation Committee is authorized to interpret and construe this policy and to make all determinations necessary, appropriate or advisable for its administration. It is intended that, with respect to Statutorily Recoverable Compensation, this policy be interpreted and applied in a manner that is consistent with the Applicable Rules, and to the extent this policy is inconsistent with such rules, it will be deemed amended to the minimum extent necessary to comply therewith. Subject to any permitted review by the NYSE or the SEC pursuant to the Applicable Rules, all determinations and decisions made by the Compensation Committee pursuant to this policy will be final, conclusive and binding on all persons, including all employees (including Covered Officers) and their respective beneficiaries, heirs, executors, administrators or other legal representatives
and Sempra and its affiliates, shareholders and employees. The Compensation Committee may amend, modify or terminate this policy in its sole discretion, provided that such amendment, modification or termination complies with applicable law, including any Applicable Rules.
If any provision or application of this policy shall be adjudicated to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions or applications of this policy, and the invalid, illegal or unenforceable provisions shall be deemed amended to the minimum extent necessary to render any such provision (or the application of such provision) valid, legal or enforceable. None of Sempra, any Sempra Company, any employee or officer of Sempra, or any member of the Board (or any duly authorized committee) will have any liability to any person as a result of actions taken
in good faith under this policy.
Nothing in this policy shall be interpreted to prevent the Compensation Committee from consulting with a Covered Officer or other employee about any matter related to the recovery of Recoverable Compensation, including, without limitation, the reasons for such recovery, the timing of such recovery, and the prospective source or sources of such recovery.
With respect to Covered Officers, in the event of any conflict between the provisions of this policy specific to Covered Officers and the provisions of this policy dealing with all employees, the provisions specific to Covered Officers shall prevail.
Definitions
Accounting Restatement – A required accounting restatement of Sempra’s financial statements due to material
noncompliance with a financial reporting requirement under applicable securities laws, including accounting restatements that correct an error in previously issued financial statements (i) that is material to the previously issued financial statements or (ii) that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period.
Applicable Recovery Arrangements – Any clawback, recoupment, forfeiture or similar policies or provisions of Sempra or any Sempra Company, including any such policies or provisions of such effect contained in any employment agreement, bonus plan, incentive plan, equity-based plan or award agreement thereunder or similar plan, program, agreement or arrangement
of Sempra or a Sempra Company and any compensation recovery policy otherwise required by applicable law.
Applicable Rules – With respect to an Accounting Restatement, Section 10D of the Exchange Act, Rule 10D-1 promulgated thereunder, the listing rules of the NYSE, and any applicable rules, standards or other guidance adopted by the SEC or the NYSE, and any applicable U.S. federal court rulings, orders or decrees. With respect to a Material Restatement, Section 304 of the Sarbanes-Oxley Act, any applicable rules, standards or other guidance adopted by the SEC, and any applicable U.S. federal court rulings, orders or decrees.
Board – Sempra’s Board of Directors.
Compensation Committee – The Compensation and Talent Development
Committee of the Board.
Covered Officer – With respect to an Accounting Restatement, any current or former Officer who (i) received Erroneously Awarded Compensation and (ii) served as an Officer, in each case during the Recovery Period related to such Accounting Restatement. With respect to a Material Restatement, any person who served as the Chief Executive Officer or the Chief Financial Officer of Sempra and/or a Public Sempra Subsidiary, as applicable, on the earlier of the first public issuance or the first filing with the SEC of the financial document embodying the financial reporting requirement related to such Material Restatement.
Erroneously Awarded Compensation – With respect to an Accounting Restatement, the amount of Incentive Compensation received by each Covered Officer during the Recovery
Period related to such Accounting Restatement that exceeds the amount of Incentive Compensation that otherwise would have been received by such Covered Officer based on a restated Financial Reporting Measure, as determined on a pre-tax basis and otherwise in accordance with the Applicable Rules. For Incentive Compensation based on TSR or stock price where the Erroneously Awarded Compensation is not subject to mathematical recalculation directly from information in an Accounting Restatement, the Erroneously Awarded Compensation will be based on the Compensation Committee’s reasonable estimate of the effect of the Accounting Restatement on the applicable TSR or stock price measure, with such analysis documented and provided to the NYSE pursuant to the Applicable Rules. For purposes of this definition, when Incentive Compensation is deemed “received” will be determined under the Applicable Rules, which generally provide that Incentive Compensation is “received”
in the fiscal period during which the relevant Financial Reporting Measure is attained or satisfied, without regard to whether the grant, vesting or payment of the Incentive Compensation occurs after the end of that period.
Exchange Act – Securities Exchange Act of 1934, as amended.
Financial Reporting Measures – Measures that are determined and presented in accordance with the accounting principles used in preparing the financial statements of Sempra or a Sempra
Company, and any measures derived wholly or in part from such financial measures, including both GAAP and non-GAAP financial measures, as well as stock price and TSR. For
avoidance of doubt, a Financial Reporting Measure need not be presented within the applicable company’s financial statements or included in a filing with the SEC.
GAAP – Generally accepted accounting principles of the United States of America.
Incentive Compensation – Any compensation that is granted, earned or vested based wholly or in part upon the attainment of one or more Financial Reporting Measures and received by a person who served as an Officer at any time during the performance period for that compensation. Unless required by the Applicable Rules, Incentive Compensation does not include the following:
•Salaries
•Bonuses paid solely at the discretion of the Compensation
Committee or the Board that are not paid from a bonus pool that is determined by satisfying a financial reporting measure performance goal
•Bonuses paid solely upon satisfying one or more subjective standards (e.g., demonstrated leadership) and/or completion of a specified employment period
•Non-equity incentive plan awards earned solely upon satisfying one or more strategic measures (e.g., consummating a merger or divestiture), or operational measures (e.g., completion of a project)
•Equity awards for which the grant is not contingent upon achieving any financial reporting measure performance goal and vesting is contingent solely upon completion of a specified employment period and/or attaining one or more nonfinancial reporting measures
•Any
other compensation that by rule, law, or judicial or administrative interpretation or order does not constitute Incentive Compensation under the Applicable Rules
Material Restatement – An accounting restatement due to material noncompliance, as a result of misconduct, with a financial reporting requirement under applicable securities laws that corrects an error in previously issued financial statements that is material to such previously issued financial statements. The determination as to whether there was material noncompliance as a result of misconduct shall be made by the Audit Committee of the Board, whose determination shall be final, conclusive and binding.
NYSE – New York Stock Exchange
Officer – Each person who
served as an “officer” of Sempra after October 1, 2023, as defined in Rule 10D-1 under the Exchange Act and Section 303A.14 of the NYSE Listed Company Manual (which, absent extraordinary circumstances or changes to the Applicable Rules, means any “officer” of Sempra as defined in Rule 16a-1(f) promulgated under Section 16 of the Exchange Act).
Public Sempra Subsidiary – A consolidated subsidiary of Sempra that is required to file reports pursuant to Section 13 or 15(d) of the Exchange Act.
Qualified Plan Requirements – The requirements of 26 U.S.C. 401(a)(13) or 26 U.S.C. 411(a) and the regulations under these statutes.
Reasonably
Promptly – With respect to an Accounting Restatement, as soon as reasonably practicable given the particular facts and circumstances and, absent extraordinary circumstances, no later than 180 days after the Compensation Committee determines the Erroneously Awarded Compensation. With respect to a Material Restatement, as soon as reasonably practicable after the Compensation Committee determines the SOX Recoverable Compensation and the method and sources of recovery, given the particular facts and circumstances.
Recoverable Compensation – Statutorily Recoverable Compensation and/or the amount recoverable pursuant to the terms of any Applicable Recovery Arrangement(s), in each case as determined by the Compensation Committee in its sole discretion.
Recovery
Period – With respect to an Accounting Restatement, the three completed fiscal years that immediately precede the date that the Board, a committee of the Board, or any officers that are so authorized, concludes, or reasonably should have concluded, that Sempra is required to prepare such Accounting Restatement, or, if earlier, the date on which a court, regulator or other legally authorized body directs Sempra to prepare such Accounting Restatement. With respect to a Material Restatement, the 12-month period following the earlier of the first public issuance or the first filing with the SEC of the financial document embodying the financial reporting requirement related to such Material Restatement.
Sarbanes-Oxley Act – Sarbanes-Oxley Act of 2002, as amended.
SEC – Securities and
Exchange Commission.
Section 409A – Section 409A(a)(1)(B) of the Internal Revenue Code of 1986, as amended.
Sempra Company – A subsidiary or other entity as to which Sempra has majority ownership and control.
SOX Recoverable Compensation – With respect to a Material Restatement, the amount equal to the sum of (i) any bonus or other incentive-based or equity-based compensation received by each Covered Officer during the Recovery Period related to such Material Restatement and (ii) any profits realized by such Covered Officer from the sale of the issuer’s securities during the Recovery Period related to such Material Restatement.
