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SECURITIES
REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Title of Each Class
Trading Symbol
Name of Each Exchange on Which Registered
SEMPRA ENERGY:
iSempra
Energy Common Stock, without par value
iSRE
iNYSE
iSempra
Energy 6% Mandatory Convertible Preferred Stock, Series A, $100 liquidation preference
iSREPRA
iNYSE
iSempra
Energy 6.75% Mandatory Convertible Preferred Stock, Series B, $100 liquidation preference
iSREPRB
iNYSE
iSempra
Energy 5.75% Junior Subordinated Notes Due 2079, $25 par value
iSREA
iNYSE
SAN
DIEGO GAS & ELECTRIC COMPANY:
None
SOUTHERN CALIFORNIA GAS COMPANY:
None
1
Indicate
by check mark whether the registrants (1) have filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrants were required to file such reports), and (2) have been subject to such filing requirements for the past 90 days.
iYes
☒
No
☐
Indicate
by check mark whether the registrants have submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrants were required to submit such files).
iYes
☒
No
☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,”“accelerated filer,”“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Sempra Energy:
☒
iLarge
Accelerated Filer
☐
Accelerated Filer
☐
Non-accelerated Filer
i☐
Smaller Reporting Company
i☐
Emerging
Growth Company
San Diego Gas & Electric Company:
☐
Large
Accelerated Filer
☐
Accelerated Filer
☒
iNon-accelerated Filer
i☐
Smaller
Reporting Company
i☐
Emerging Growth Company
Southern
California Gas Company:
☐
Large Accelerated Filer
☐
Accelerated Filer
☒
iNon-accelerated
Filer
i☐
Smaller Reporting Company
i☐
Emerging
Growth Company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Sempra Energy
Yes
☐
No
☐
San
Diego Gas & Electric Company
Yes
☐
No
☐
Southern California Gas Company
Yes
☐
No
☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Sempra Energy
Yes
i☐
No
☒
San
Diego Gas & Electric Company
Yes
i☐
No
☒
Southern California Gas Company
Yes
i☐
No
☒
Indicate
the number of shares outstanding of each of the issuers’ classes of common stock, as of the latest practicable date.
This
combined Form 10-Q is separately filed by Sempra Energy, San Diego Gas & Electric Company and Southern California Gas Company. Information contained herein relating to any individual company is filed by such company on its own behalf. Each company makes representations only as to itself and makes no other representation whatsoever as to any other company.
You should read this report in its entirety as it pertains to each respective reporting company. No one section of the report deals with all aspects of the subject matter. Separate Part I – Item 1 sections are provided for each reporting company, except for the Notes to Condensed Consolidated Financial Statements. The Notes to Condensed Consolidated Financial Statements for all of the reporting companies are combined. All Items other than Part I – Item 1 are combined for the reporting companies.
3
The
following terms and abbreviations appearing in the text of this report have the meanings indicated below.
GLOSSARY
2016 GRC FD
final decision in the California Utilities’ 2016 General Rate Case
agreement and plan of merger among Oncor, SDTS and SU
ASU
Accounting Standards Update
Bay Gas
Bay Gas Storage Company, Ltd.
Bcf
billion cubic feet
Blade
Blade Energy Partners
bps
basis
points
Cal PA
California Public Advocates Office
California Utilities
San Diego Gas & Electric Company and Southern California Gas Company, collectively
Cameron LNG JV
Cameron LNG Holdings, LLC
CARB
California Air Resources Board
CEC
California Energy Commission
CFE
Comisión
Federal de Electricidad (Federal Electricity Commission in Mexico)
Chilquinta Energía
Chilquinta Energía S.A. and its subsidiaries
CPUC
California Public Utilities Commission
CRR
congestion revenue right
DOE
U.S. Department of Energy
DOGGR
California Department of Conservation’s Division of Oil,
Gas, and Geothermal Resources
DPH
Los Angeles County Department of Public Health
DWR
California Department of Water Resources
ECA
Energía Costa Azul
Ecogas
Ecogas México, S. de R.L. de C.V.
Edison
Southern California Edison Company, a subsidiary of Edison International
EFH
Energy Future Holdings Corp. (renamed Sempra Texas Holdings Corp.)
EFIH
Energy Future Intermediate Holding Company LLC (renamed Sempra Texas Intermediate Holding Company LLC)
EPA
U.S. Environmental Protection Agency
EPC
engineering, procurement and construction
EPS
earnings per common share
ETR
effective
income tax rate
FASB
Financial Accounting Standards Board
FERC
Federal Energy Regulatory Commission
Fitch
Fitch Ratings
FTA
Free Trade Agreement
GCIM
Gas Cost Incentive Mechanism
GHG
greenhouse
gas
GRC
General Rate Case
HLBV
hypothetical liquidation at book value
HMRC
United Kingdom’s Revenue and Customs Department
IEnova
Infraestructura Energética Nova, S.A.B. de C.V.
IMG
Infraestructura Marina del Golfo
InfraREIT
InfraREIT,
Inc. (merged into a wholly owned subsidiary of Oncor)
InfraREIT Merger Agreement
agreement and plan of merger among Oncor, 1912 Merger Sub LLC (a wholly owned subsidiary of Oncor), Oncor T&D Partners, LP (a wholly owned indirect subsidiary of Oncor), InfraREIT and InfraREIT Partners
the leak at the SoCalGas Aliso Canyon natural gas storage facility injection-and-withdrawal well, SS25, discovered by SoCalGas on October 23, 2015
LNG
liquefied natural gas
LPG
liquid petroleum gas
Luz del
Sur
Luz del Sur S.A.A. and its subsidiaries
MD&A
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Merger
the merger of EFH with an indirect subsidiary of Sempra Energy, with EFH continuing as the surviving company and as an indirect, wholly owned subsidiary of Sempra Energy
Merger Agreement
Agreement and Plan of Merger dated August 21, 2017, as supplemented by a Waiver Agreement dated October
3, 2017 and an amendment dated February 15, 2018, between Sempra Energy, EFH, EFIH and an indirect subsidiary of Sempra Energy
Merger Consideration
Pursuant to the Merger Agreement, Sempra Energy paid consideration of $9.45 billion in cash
Mississippi Hub
Mississippi Hub, LLC
MMBtu
million British thermal units (of natural gas)
Moody’s
Moody’s Investors Service
MOU
Memorandum
of Understanding
Mtpa
million tonnes per annum
MW
megawatt
MWh
megawatt hour
NCI
noncontrolling interest(s)
NDT
nuclear decommissioning trusts
NEIL
Nuclear Electric
Insurance Limited
NOL
net operating loss
NRC
Nuclear Regulatory Commission
OCI
other comprehensive income (loss)
OII
Order Instituting Investigation
OIR
Order Instituting a Rulemaking
O&M
operation
and maintenance expense
OMEC
Otay Mesa Energy Center
OMEC LLC
Otay Mesa Energy Center LLC
OMI
Oncor Management Investment LLC
Oncor
Oncor Electric Delivery Company LLC
Oncor Holdings
Oncor Electric Delivery Holdings Company LLC
Otay
Mesa VIE
OMEC LLC VIE
PG&E
Pacific Gas & Electric Company
PHMSA
Pipeline and Hazardous Materials Safety Administration
PPA
power purchase agreement
PP&E
property, plant and equipment
PSEP
Pipeline Safety Enhancement Plan
PUCT
Public
Utility Commission of Texas
RBS
The Royal Bank of Scotland plc
RBS SEE
RBS Sempra Energy Europe
RBS Sempra Commodities
RBS Sempra Commodities LLP
ROE
return on equity
ROU
right-of-use
RSU
restricted
stock unit
SB
California Senate Bill
SDG&E
San Diego Gas & Electric Company
SDTS
Sharyland Distribution & Transmission Services, L.L.C. (a subsidiary of InfraREIT Partners, renamed Oncor Electric Delivery Company NTU LLC)
SEC
U.S. Securities and Exchange Commission
Securities Purchase Agreement
Securities
Purchase Agreement among SU, SU Investment Partners, L.P., Sempra Texas
Utilities Holdings I, LLC (a wholly owned subsidiary of Sempra Energy) and Sempra Energy
SEDATU
Secretaría de Desarrollo Agrario, Territorial y Urbano (Mexican agency in charge of agriculture, land and urban development)
Sempra Global
holding company for most of Sempra Energy’s subsidiaries not subject to California or Texas utility regulation
series A preferred stock
6% mandatory convertible preferred stock, series A
series
B preferred stock
6.75% mandatory convertible preferred stock, series B
Sharyland Holdings
Sharyland Holdings, L.P.
SMIF
California’s Surplus Money Investment Fund
SoCalGas
Southern California Gas Company
5
GLOSSARY
(CONTINUED)
SONGS
San Onofre Nuclear Generating Station
S&P
Standard & Poor’s
SU
Sharyland Utilities, L.L.C. (formerly known as Sharyland Utilities, L.P.)
TAG
TAG Pipelines Norte, S. de R.L. de C.V.
TC
Energy
TC Energy Corporation (formerly known as TransCanada Corporation)
TCJA
Tax Cuts and Jobs Act of 2017
TdM
Termoeléctrica de Mexicali
Tecnored
Tecnored S.A.
Tecsur
Tecsur S.A.
TO5
Electric Transmission Owner Formula Rate, new application
TTI
Texas
Transmission Investment LLC
U.S. GAAP
accounting principles generally accepted in the United States of America
VAT
value-added tax
VIE
variable interest entity
6
INFORMATION
REGARDING FORWARD-LOOKING STATEMENTS
We make statements in this report that are not historical fact and constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on assumptions with respect to the future, involve risks and uncertainties, and are not guarantees of performance. Future results may differ materially from those expressed in the forward-looking statements. These forward-looking statements represent our estimates and assumptions only as of the filing date of this report. We assume no obligation to update or revise any forward-looking statement as a result of new information, future events or other factors.
In this report, when we use words such as “believes,”“expects,”“anticipates,”“plans,”“estimates,”“projects,”“forecasts,”“contemplates,”“assumes,”“depends,”“should,”“could,”“would,”“will,”“confident,”“may,”“can,”“potential,”“possible,”“proposed,”“target,”“pursue,”“outlook,”“maintain,” or similar expressions, or when we discuss our guidance, strategy, plans, goals, vision, mission, opportunities, projections, initiatives, objectives or intentions, we are making forward-looking statements.
Factors, among others, that could cause our actual results and future actions to differ materially from those described in any forward-looking statements include risks and uncertainties relating to:
▪
the greater
degree and prevalence of wildfires in California in recent years and the risk that we may be found liable for damages regardless of fault, such as where inverse condemnation applies, and risk that we may not be able to recover any such costs in rates from customers in California or otherwise, including due to insufficient amounts in the wildfire fund;
▪
actions and the timing of actions, including decisions, investigations, new regulations and issuances of permits and other authorizations and renewal of franchises by the CFE, CPUC, DOE, DOGGR, DPH, EPA, FERC, PHMSA, PUCT, states, cities and counties, and other regulatory and governmental bodies in the U.S. and other countries in which we operate;
▪
the
success of business development efforts, construction projects, and major acquisitions, divestitures and internal structural changes, including risks in (i) obtaining or maintaining authorizations; (ii) completing construction projects on schedule and budget; (iii) obtaining the consent of partners; (iv) counterparties’ ability to fulfill contractual commitments; (v) winning competitively bid infrastructure projects; (vi) the ability to complete contemplated acquisitions and/or divestitures and the disruptions caused by such efforts; and (vii) the ability to realize anticipated benefits from any of these efforts once completed;
▪
the resolution of civil and criminal litigation, regulatory
investigations and proceedings, and arbitrations;
▪
actions by credit rating agencies to downgrade our credit ratings or those of our subsidiaries or to place those ratings on negative outlook and our ability to borrow at favorable interest rates;
▪
deviations from regulatory precedent or practice that result in a reallocation of benefits or burdens among shareholders and ratepayers; denial of approvals of proposed settlements; delays in, or denial of, regulatory agency authorizations to recover costs
in rates from customers or regulatory agency approval for projects required to enhance safety and reliability; and moves to reduce or eliminate reliance on natural gas;
▪
the availability of electric power and natural gas and natural gas storage capacity, including disruptions caused by failures in the transmission grid, limitations on the withdrawal or injection of natural gas from or into storage facilities, and equipment failures;
▪
expropriation of assets, the failure to honor the terms of contracts
by foreign governments and state-owned entities such as the CFE, and other property disputes;
▪
risks posed by actions of third parties who control the operations of our investments;
▪
weather conditions, natural disasters, accidents, equipment failures, computer system outages, explosions, terrorist attacks and other events that disrupt our operations, damage our facilities and systems, cause the release of harmful materials, cause fires and subject us to third-party liability for property damage or
personal injuries, fines and penalties, some of which may not be covered by insurance (including costs in excess of applicable policy limits), may be disputed by insurers or may otherwise not be recoverable through regulatory mechanisms or may impact our ability to obtain satisfactory levels of affordable insurance;
▪
cybersecurity threats to the energy grid, storage and pipeline infrastructure, the information and systems used to operate our businesses, and the confidentiality of our proprietary information and the personal information of our customers and employees;
▪
actions
of activist shareholders, which could impact the market price of our securities and disrupt our operations as a result of, among other things, requiring significant time by management and our board of directors;
▪
changes in capital markets, energy markets and economic conditions, including the availability of credit; and volatility in currency exchange, interest and inflation rates and commodity prices and our ability to effectively hedge the risk of such volatility;
▪
the impact of federal or state
tax reform and our ability to mitigate adverse impacts;
7
▪
changes in foreign and domestic trade policies and laws, including border tariffs and revisions to or replacement of international trade agreements, such as the North American Free Trade Agreement, that may increase our costs or impair our ability to resolve trade disputes;
▪
the impact at SDG&E on competitive customer rates
and reliability of electric transmission and distribution systems due to the growth in distributed and local power generation and from possible departing retail load resulting from customers transferring to Direct Access and Community Choice Aggregation or other forms of distributed and local power generation and the potential risk of nonrecovery for stranded assets and contractual obligations;
▪
Oncor’s ability to eliminate or reduce its quarterly dividends due to regulatory capital requirements and other regulatory and governance commitments, including the determination by a majority of Oncor’s independent directors or a minority member director to retain such amounts to meet future requirements; and
▪
other
uncertainties, some of which may be difficult to predict and are beyond our control.
We caution you not to rely unduly on any forward-looking statements. You should review and consider carefully the risks, uncertainties and other factors that affect our business as described herein, in our most recent Annual Report and in other reports that we file with the SEC.
8
PART I – FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
SEMPRA
ENERGY
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in millions, except per share amounts; shares in thousands)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE
1. iGENERAL INFORMATION AND OTHER FINANCIAL DATA
i
PRINCIPLES OF CONSOLIDATION
Sempra Energy
Sempra Energy’s Condensed Consolidated Financial Statements
include the accounts of Sempra Energy, a California-based Fortune 500 energy-services holding company, and its consolidated subsidiaries and VIEs. Sempra Global is the holding company for most of our subsidiaries that are not subject to California or Texas utility regulation. Sempra Energy’s businesses were managed within isix separate reportable segments until April 2019 and ifive
separate reportable segments thereafter, which we discuss in Note 12. In the first quarter of 2019, our Sempra LNG & Midstream segment was renamed “Sempra LNG.” This segment name change had no impact on our historical position, results of operations, cash flow or segment level results previously reported. 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 Condensed Consolidated Financial Statements include its accounts and the accounts of a VIE of which SDG&E is the primary beneficiary, as we discuss below in “Variable Interest Entities.” SDG&E’s common stock is wholly owned by Enova Corporation, which is a wholly owned subsidiary of Sempra Energy.
SoCalGas
SoCalGas’
common stock is wholly owned by Pacific Enterprises, which is a wholly owned subsidiary of Sempra Energy.
In this report, we refer to SDG&E and SoCalGas collectively as the California Utilities.
/i
BASIS OF PRESENTATION
This is a combined report of Sempra Energy, SDG&E and SoCalGas. We provide separate information for SDG&E
and SoCalGas as required. References in this report to “we,”“our” and “Sempra Energy Consolidated” are to Sempra Energy and its consolidated entities, unless otherwise indicated by the context. We have eliminated intercompany accounts and transactions within the consolidated financial statements of each reporting entity.
Throughout this report, we refer to the following as Condensed Consolidated Financial Statements and Notes to Condensed Consolidated Financial Statements when discussed together or collectively:
▪
the Condensed Consolidated Financial Statements and related Notes of Sempra Energy and its subsidiaries and VIEs;
▪
the
Condensed Consolidated Financial Statements and related Notes of SDG&E and its VIE; and
▪
the Condensed Financial Statements and related Notes of SoCalGas.
We have prepared the Condensed Consolidated Financial Statements in conformity with U.S. GAAP and in accordance with the interim-period-reporting requirements of Form 10-Q. Results of operations for interim periods are not necessarily indicative of results for the entire year. We evaluated events and transactions that occurred after June 30, 2019 through the date the financial statements were issued and, in the opinion
of management, the accompanying statements reflect all adjustments necessary for a fair presentation. These adjustments are only of a normal, recurring nature.
All December 31, 2018 balance sheet information in the Condensed Consolidated Financial Statements has been derived from our audited 2018 Consolidated Financial Statements in the Annual Report, which for Sempra Energy has been retrospectively adjusted for discontinued operations, as we discuss below. Certain information and note disclosures normally included in annual financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to the interim-period-reporting provisions of U.S. GAAP and the SEC.
29
We
describe our significant accounting policies in Note 1 of the Notes to Consolidated Financial Statements in the Annual Report and the impact of the adoption of new accounting standards on those policies in Note 2 below. We follow the same accounting policies for interim reporting purposes.
You should read the information in this Quarterly Report in conjunction with the Annual Report.
i
Discontinued Operations
On January 25, 2019, our board of directors approved a plan to sell our South
American businesses based on our strategic focus on North America. We determined that these businesses, which previously constituted the Sempra South American Utilities segment, and certain activities associated with these businesses, met the held-for-sale criteria. These businesses are presented as discontinued operations, as the planned sale represents a strategic shift that will have a major effect on our operations and financial results. Throughout this report, the financial information for all periods presented has been adjusted to reflect the presentation of these businesses as discontinued operations, which we discuss further in Note 5. Our discussions in the Notes below relate only to our continuing operations unless otherwise noted.
Regulated Operations
The California Utilities and Sempra Mexico’s natural gas distribution utility, Ecogas, prepare their financial
statements in accordance with the provisions of U.S. GAAP governing rate-regulated operations. We discuss the effects of regulation and revenue recognition at our utilities in Notes 1 and 3 of the Notes to Consolidated Financial Statements in the Annual Report.
Our Sempra Texas Utilities segment is comprised of our equity method investments in holding companies that own interests in regulated electric transmission and distribution utilities in Texas and prepare their financial statements in accordance with the provisions of U.S. GAAP governing rate-regulated operations.
Our Sempra Mexico segment includes the operating companies of our subsidiary, IEnova. Certain business activities at IEnova are regulated by the Comisión Reguladora de Energía (Energy Regulatory Commission in Mexico) and
meet the regulatory accounting requirements of U.S. GAAP. Pipeline projects under construction at IEnova that meet the regulatory accounting requirements of U.S. GAAP record the impact of AFUDC related to equity. We discuss AFUDC below and in Note 1 of the Notes to Consolidated Financial Statements in the Annual Report.
CASH, CASH EQUIVALENTS AND RESTRICTED CASH
i
The following table provides a reconciliation of cash, cash equivalents, and
restricted cash reported on the Condensed Consolidated Balance Sheets to the sum of such amounts reported on the Condensed Consolidated Statements of Cash Flows. We provide information about the nature of restricted cash in Note 1 of the Notes to Consolidated Financial Statements in the Annual Report.
RECONCILIATION OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH
Capitalized financing costs include capitalized interest costs and AFUDC related to both debt and equity financing of construction projects. We capitalize interest costs incurred to finance capital projects and interest on equity method investments that have not commenced planned principal operations.
i
The table below summarizes capitalized interest and AFUDC.
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 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 thereby Sempra Energy, is the primary beneficiary.
Tolling Agreements
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
31
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 we consider 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 we determine that SDG&E is the primary beneficiary, SDG&E and Sempra Energy consolidate the entity that owns the facility as a VIE.
Otay
Mesa VIE
SDG&E has a tolling agreement to purchase power generated at OMEC, a i605-MW generating facility. Under the terms of a related agreement, OMEC LLC can require SDG&E to purchase the power plant (referred to as the put option) on or before October 3, 2019
for $i280 million, subject to adjustments, or upon earlier termination of the PPA.
The facility owner, OMEC LLC, is a VIE, which we refer to as Otay Mesa VIE, of which SDG&E is the primary beneficiary. SDG&E has no OMEC LLC voting rights, holds no equity in OMEC LLC and does not operate
OMEC. In addition to the risks absorbed under the tolling agreement, SDG&E absorbs separately through the put option a significant portion of the risk that the value of Otay Mesa VIE could decline. Accordingly, SDG&E and Sempra Energy consolidate Otay Mesa VIE. Otay Mesa VIE’s equity of $i103 million
at June 30, 2019 and $i100 million at December 31, 2018 is included on the Condensed
Consolidated Balance Sheets in Other Noncontrolling Interests for Sempra Energy and in Noncontrolling Interest for SDG&E.
In October 2018, SDG&E and OMEC LLC signed a resource adequacy capacity agreement for a term that would commence at the expiration of the current tolling agreement in October 2019 and end in August 2024. The capacity agreement was approved by OMEC LLC’s lenders and the CPUC in December 2018 and February 2019, respectively. However, given certain pending requests for rehearing of the CPUC’s decision approving the capacity agreement, OMEC exercised the put option requiring SDG&E to purchase the power plant by October 3, 2019. The outcome of any rehearing requests could impact the effectiveness of the resource adequacy capacity agreement and whether the OMEC facility is purchased by SDG&E.
OMEC LLC
has a loan outstanding of $i211 million at June 30, 2019, which we describe in Note 7 of the Notes to Consolidated Financial Statements in the Annual Report. SDG&E is not a party to the loan agreement and does not have any additional implicit or explicit financial
responsibility to OMEC LLC, nor is SDG&E required to assume OMEC LLC’s loan under the put option.
The Condensed Consolidated Statements of Operations of Sempra Energy and SDG&E include the following amounts associated with Otay Mesa VIE. The amounts are net of eliminations of transactions between SDG&E and Otay Mesa VIE. The captions in the table below correspond to SDG&E’s Condensed Consolidated Statements of Operations.
Income
(loss) before income taxes/Net income (loss)
i3
i—
i4
(i1
)
(Earnings)
losses attributable to noncontrolling interest
(i3
)
i—
(i4
)
i1
Earnings
attributable to common shares
$
i—
$
i—
$
i—
$
i—
SDG&E
has determined that no contracts, other than the one relating to Otay Mesa VIE described above, resulted in SDG&E being the primary beneficiary of a VIE at June 30, 2019. In addition to the tolling agreements described above, 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 that most significantly impact the economic performance of the other VIEs. In addition, SDG&E is not exposed to losses or gains as a result of these other VIEs, because all such variability would be recovered in rates. 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 Energy. We
32
provide additional information about PPAs with power plant facilities that are VIEs of which SDG&E is not the primary beneficiary in Note 16 of the Notes to Consolidated Financial Statements in the Annual Report.
We provide additional information regarding Otay Mesa VIE in Note 1 of the Notes to Consolidated Financial Statements in the Annual Report.
Sempra Texas Utilities
On
March 9, 2018, we completed the acquisition of an indirect, i100-percent interest in Oncor Holdings, a VIE that owns an i80.25-percent
interest in Oncor. Sempra Energy is not the primary beneficiary of the VIE because of the structural and operational ring-fencing and governance measures in place that prevent us from having the power to direct the significant activities of Oncor Holdings. As a result, we do not consolidate Oncor Holdings and instead account for our ownership interest as an equity method investment. See Note 6 for additional information about our equity method investment in Oncor Holdings and restrictions on our ability to influence its activities. Our maximum exposure to loss, which fluctuates over time, from our interest in Oncor Holdings does not exceed the carrying value of our investment, which was $i10,930
million at June 30, 2019 and $i9,652 million at December 31, 2018.
Sempra Renewables
Certain
of Sempra Renewables’ wind and solar power generation projects were held by limited liability companies whose members were Sempra Renewables and financial institutions. The financial institutions are noncontrolling tax equity investors to which earnings, tax attributes and cash flows were allocated in accordance with the respective limited liability company agreements. These entities were VIEs and Sempra Energy was the primary beneficiary, generally due to Sempra Energy’s power as the operator of the renewable energy projects to direct the activities that most significantly impacted the economic performance of these VIEs. As the primary beneficiary of these tax equity limited liability companies, we consolidated them. We sold the solar entities in December 2018 and the wind entities in April 2019.
Sempra Energy’s Condensed Consolidated Balance Sheet includes equity of $i158
million at December 31, 2018 of Other Noncontrolling Interests associated with these entities. iSempra Energy’s Condensed Consolidated Statements of Operations include the following amounts associated with the tax equity limited liability companies, net of eliminations of transactions between Sempra Energy and these entities.
Losses
(earnings) attributable to noncontrolling interests(1)
i2
i20
(i1
)
i41
Earnings
attributable to common shares
$
i2
$
i29
$
i1
$
i47
(1)
Net income or loss attributable to NCI is computed using the HLBV method and is not based on ownership percentages.
We provide additional information regarding the tax equity limited liability companies in Note 1 of the Notes to Consolidated Financial Statements in the Annual Report.
Sempra LNG
Cameron LNG JV is a VIE principally due to contractual provisions that transfer certain risks to customers. Sempra Energy is not the primary beneficiary of the VIE because we do not have the power to direct the most significant activities of Cameron LNG JV, and therefore we account for our investment in Cameron LNG JV under the equity method.
The carrying value of our investment, including amounts recognized in AOCI related to interest-rate cash flow hedges at Cameron LNG JV, was $i1,242 million at June 30, 2019 and $i1,271
million at December 31, 2018. Our maximum exposure to loss, which fluctuates over time, includes the carrying value of our investment and the guarantees that we discuss in Note 6 of the Notes to Consolidated Financial Statements in the Annual Report.
33
Other Variable Interest Entities
Sempra Energy’s other businesses also enter into arrangements that could include variable interests. We evaluate these arrangements and applicable entities based on the qualitative and quantitative analyses described above. Certain of these entities
are service or project companies that are VIEs because the total equity at risk is not sufficient for the entities to finance their activities without additional subordinated financial support. As the primary beneficiary of these companies, we consolidate them. The assets of these VIEs totaled approximately $i651 million at June 30,
2019 and $i286 million at December 31, 2018 and consisted primarily of PP&E and other long-term assets. Sempra Energy’s exposure to loss is equal to the carrying value of these assets. In all other cases, we have determined that these arrangements
are not variable interests in a VIE and therefore are not subject to the U.S. GAAP requirements concerning the consolidation or disclosures of VIEs.
PENSION AND OTHER POSTRETIREMENT BENEFITS
Settlement Accounting for Lump Sum Payments
In June 2019, Sempra Energy recorded settlement charges of $i22
million in net periodic benefit cost for lump sum payments from its non-qualified pension plan that were in excess of the plan’s service cost plus interest cost.
Sale of Qualified Pension Plan Annuity Contracts
In March 2018, an insurance company purchased certain annuities for current annuitants in the SDG&E and SoCalGas qualified pension plans and assumed the obligation for payment of these annuities. At SDG&E in the first quarter of 2018 and at SoCalGas in the second quarter of 2018, the liability transferred for these annuities, plus the total year-to-date lump-sum payments, exceeded the settlement threshold, which triggered settlement accounting. This resulted in a reduction of the recorded pension liability and pension plan assets of $i274
million at Sempra Energy Consolidated, including $i97 million at SDG&E and $i177
million at SoCalGas. This also resulted in settlement charges in net periodic benefit cost of $i25 million and $i39
million at Sempra Energy Consolidated, including $i2 million and $i16
million at SDG&E in the three months and six months ended June 30, 2018, respectively, and $i23 million at SoCalGas in both the three months and six months ended June 30, 2018. The settlement
charges were recorded as regulatory assets on the Condensed Consolidated Balance Sheets.
34
Net Periodic Benefit Cost
i
The following three tables provide the components of net periodic benefit cost.
NET
PERIODIC BENEFIT COST – SEMPRA ENERGY CONSOLIDATED
The following table shows our year-to-date contributions to pension and other postretirement benefit plans and the amounts we expect to contribute in 2019.
In support of its Supplemental Executive Retirement, Cash Balance Restoration and Deferred Compensation Plans, Sempra Energy maintains dedicated assets, including a Rabbi Trust and investments in life insurance contracts, which totaled $i409 million and $i416
million at June 30, 2019 and December 31, 2018, respectively.
37
EARNINGS PER COMMON SHARE
ii
Basic
EPS is calculated by dividing earnings attributable to common shares (from both continuing and discontinued operations) 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 (LOSSES) PER COMMON SHARE COMPUTATIONS
(Dollars
in millions, except per share amounts; shares in thousands)
Income (loss) from continuing operations, net of income tax
$
i357
$
(i585
)
$
i917
$
(i255
)
(Earnings)
losses attributable to noncontrolling interests
(i37
)
i2
(i69
)
i26
Mandatory
convertible preferred stock dividends
(i35
)
(i25
)
(i71
)
(i53
)
Preferred
dividends of subsidiary
(i1
)
(i1
)
(i1
)
(i1
)
Earnings
(losses) from continuing operations attributable to common shares
$
i284
$
(i609
)
$
i776
$
(i283
)
Numerator
for discontinued operations:
Income from discontinued operations, net of income tax
$
i78
$
i55
$
i36
$
i83
Earnings
attributable to noncontrolling interests
(i8
)
(i7
)
(i17
)
(i14
)
Earnings
from discontinued operations attributable to common shares
$
i70
$
i48
$
i19
$
i69
Numerator
for earnings:
Earnings (losses) attributable to common shares
$
i354
$
(i561
)
$
i795
$
(i214
)
Denominator:
Weighted-average
common shares outstanding for basic EPS(1)
i274,987
i265,837
i274,831
i261,906
Dilutive
effect of stock options and RSUs(2)(3)
i1,541
i—
i1,255
i—
Dilutive
effect of common shares sold forward(2)
i3,091
i—
i2,338
i—
Weighted-average
common shares outstanding for diluted EPS
i279,619
i265,837
i278,424
i261,906
Basic
EPS:
Earnings (losses) from continuing operations attributable to common shares
$
i1.03
$
(i2.29
)
$
i2.82
$
(i1.08
)
Earnings
from discontinued operations attributable to common shares
$
i0.26
$
i0.18
$
i0.07
$
i0.26
Earnings
(losses) attributable to common shares
$
i1.29
$
(i2.11
)
$
i2.89
$
(i0.82
)
Diluted
EPS:
Earnings (losses) from continuing operations attributable to common shares
$
i1.01
$
(i2.29
)
$
i2.78
$
(i1.08
)
Earnings
from discontinued operations attributable to common shares
$
i0.25
$
i0.18
$
i0.07
$
i0.26
Earnings
(losses) attributable to common shares
$
i1.26
$
(i2.11
)
$
i2.85
$
(i0.82
)
(1)
Includes i613 and i640 average fully vested RSUs held in
our Deferred Compensation Plan for the three months ended June 30, 2019 and 2018, respectively, and i613 and i634
of such RSUs for the six months ended June 30, 2019 and 2018, respectively. 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)
In the three months and six months ended June 30, 2018, the total weighted-average potentially dilutive stock options and RSUs wasi986andi931, respectively, and the total weighted-average potentially dilutive common stock shares sold forward wasi714andi746, respectively. However, these securities were not included in the computation of EPS since to do so would have decreased the loss per share.
/
(3)
Due
to market fluctuations of both Sempra Energy common stock and the comparative indices used to determine the vesting percentage of our total shareholder return performance-based RSUs, which we discuss in Note 10 of the Notes to Consolidated Financial Statements in the Annual Report, 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
38
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 the three months and six months ended June 30, 2019 excludes i4,740 and i160,563
potentially dilutive shares, respectively, because to include them would be antidilutive for the period. The computation of diluted EPS for both the three months and the six months ended June 30, 2018 excludes i1,816 of such potentially dilutive shares. 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 entered into in 2018 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 shares of our common stock is above the applicable adjusted forward sale price, subject to increase or decrease based on the overnight bank funding rate, less a spread, and subject to decrease by amounts related to expected dividends on shares of our common stock during the term of the forward sale agreements. Additionally, if we decide to physically settle or net share settle the forward sale agreements, delivery of our shares to the forward purchasers on any such physical settlement or net share settlement of the forward sale agreements would result in dilution
to our EPS.
The potentially dilutive impact from mandatory convertible preferred stock that we issued in 2018 is calculated under the if-converted method. The computation of diluted EPS for both the three months and six months ended June 30, 2019 excludes i17,442,705 potentially
dilutive shares and both the three months and six months ended June 30, 2018 excludes i15,296,567 potentially dilutive shares because to include them would be antidilutive for those periods.
Pursuant to our Sempra Energy share-based compensation plans, Sempra Energy’s Board of
Directors granted i261,075 non-qualified stock options that are exercisable over a three-year period, i389,825
performance-based RSUs and i259,940 service-based RSUs in the six months ended June 30, 2019, primarily in January.
We discuss share-based compensation
plans and related awards further in Note 10 of the Notes to Consolidated Financial Statements in the Annual Report.
39
COMPREHENSIVE INCOME
i
The following
tables present the changes in AOCI by component and amounts reclassified out of AOCI to net income, excluding amounts attributable to NCI.
CHANGES IN ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) BY COMPONENT(1)
All
amounts are net of income tax, if subject to tax, and exclude NCI.
(2)
Includes discontinued operations.
(3)
Pension and Other Postretirement Benefits and Total AOCI include a$i4
milliontransfer of liabilities from SoCalGas to Sempra Energy related to the nonqualified pension plan.
/
40
CHANGES
IN ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) BY COMPONENT(1) (CONTINUED)
All
amounts are net of income tax, if subject to tax, and exclude NCI.
(2)
Includes discontinued operations.
(3)
Pension and Other Postretirement Benefits and Total AOCI include a$i4
milliontransfer of liabilities from SoCalGas to Sempra Energy related to the nonqualified pension plan.
41
i
RECLASSIFICATIONS
OUT OF ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
(Dollars in millions)
Details about accumulated other comprehensive income (loss) components
Amounts reclassified from accumulated other comprehensive income (loss)
Affected line item on Condensed Consolidated Statements of Operations
(Earnings)
Losses Attributable to Noncontrolling Interests
$
i6
$
i—
Pension
and other postretirement benefits:
Amortization of actuarial loss(2)
$
i4
$
i6
Other
Income (Expense), Net
Amortization of prior service cost(2)
i1
i—
Other
Income (Expense), Net
Settlements(2)
i22
i—
Other
Income (Expense), Net
Total before income tax
i27
i6
(i7
)
(i2
)
Income
Tax (Expense) Benefit
Net of income tax
$
i20
$
i4
Total
reclassifications for the period, net of tax
$
i26
$
i4
SDG&E:
Financial
instruments:
Interest rate instruments(1)
$
i2
$
i4
Interest
Expense
(i2
)
(i4
)
(Earnings)
Losses Attributable to Noncontrolling Interest
$
i—
$
i—
Pension
and other postretirement benefits:
Amortization of prior service cost(2)
$
i1
$
i—
Other
Income, Net
Total reclassifications for the period, net of tax
$
i1
$
i—
SoCalGas:
Pension
and other postretirement benefits:
Amortization of actuarial loss(2)
$
i—
$
i1
Other
Income, Net
Total reclassifications for the period, net of tax
$
i—
$
i1
(1)
Amounts
include Otay Mesa VIE.All of SDG&E’s interest rate derivative activity relates to Otay Mesa VIE.
(2)
Amounts are included in the computation of net periodic benefit cost (see “Pension and Other Postretirement Benefits” above).
SHAREHOLDERS’ EQUITY AND NONCONTROLLING INTERESTS
Sempra Energy Mandatory Convertible Preferred Stock Offerings
In January
2018, we issued i17,250,000 shares of our series A preferred stock in a registered public offering resulting in net proceeds of approximately $i1.69
billion. In July 2018, we issued i5,750,000 shares of our series B preferred stock in a registered public offering resulting in net proceeds of approximately $i565
million. Each share of series A preferred stock and series B preferred stock has a liquidation value of $i100.00. We discuss the preferred stock offerings in Note 13 of the Notes to Consolidated Financial Statements in the Annual Report.
Sempra Energy Common Stock Offerings
43
In
January 2018, we completed the offering of i26,869,158 shares of our common stock, no par value, in a registered public offering at $i107.00
per share (approximately $i105.07 per share after deducting underwriting discounts), pursuant to forward sale agreements. We received net proceeds totaling approximately $i1.27
billion from the sale of shares in the January 2018 offering (including $i367 million to cover overallotments) and from the settlement of forward sales in the first quarter of 2018 under the forward sale agreements. We received net proceeds of approximately $i800
million from the settlement of forward sales in the second quarter of 2018 under the forward sale agreements. In July 2018, we completed the offering of i11,212,500 shares of our common stock, no par value, in a registered public offering at $i113.75
per share (approximately $i111.87 per share after deducting underwriting discounts), pursuant to forward sale agreements. We received net proceeds of approximately $i164
million from the sale of shares in the July 2018 offering to cover overallotments. We discuss the common stock offerings in Note 14 of the Notes to Consolidated Financial Statements in the Annual Report.
As of August 2, 2019, a total of i16,906,185
shares of Sempra Energy common stock remain subject to future settlement under these forward sale agreements, which may be settled on one or more dates specified by us occurring no later than December 15, 2019, which is the final settlement date under the agreements. Although we expect to settle the forward sale agreements entirely by the physical delivery of shares of our common stock in exchange for cash proceeds, we may, subject to certain conditions, elect cash settlement or net share settlement for all or a portion of our obligations under the forward sale agreements. The forward sale agreements are also subject to acceleration by the forward purchasers upon the occurrence of certain events.
SoCalGas Preferred Stock
The preferred stock at SoCalGas is presented at Sempra Energy as a noncontrolling interest. Sempra Energy records
charges against income related to NCI for preferred stock dividends declared by SoCalGas. We provide additional information regarding preferred stock in Note 13 of the Notes to Consolidated Financial Statements in the Annual Report.
Other Noncontrolling Interests
Ownership interests that are held by owners other than Sempra Energy and SDG&E in subsidiaries or entities consolidated by them are accounted for and reported as NCI.
Sempra Mexico
In the first half of 2019, IEnova repurchased i2,200,000
shares of its outstanding common stock held by NCI for approximately $i8 million, resulting in an increase in Sempra Energy’s ownership interest in IEnova from i66.5
percent at December 31, 2018 to i66.6 percent at June 30, 2019.
Sempra Renewables
As we discuss in Note 5, in April 2019, Sempra Renewables sold its remaining wind assets and investments,
which included its wind tax equity arrangements. The remaining ownership interest in PXiSE Energy Solutions, LLC was subsumed into Parent and other.
Sempra LNG
On February 7, 2019, Sempra LNG purchased for $i20 million the i9.1-percent
minority interest in Bay Gas immediately prior to the sale of i100 percent of Bay Gas, which we discuss in Note 5.
44
i
The
following table provides information on noncontrolling ownership interests held by others (not including preferred shareholders) in Other Noncontrolling Interests in Total Equity on Sempra Energy’s Condensed Consolidated Balance Sheets.
OTHER NONCONTROLLING INTERESTS
(Dollars in millions)
Percent
ownership held by noncontrolling interests
IEnova
and Chilquinta Energía have subsidiaries with NCI held by others. Percentage range reflects the highest and lowest ownership percentages among these subsidiaries.
(2)
Net income or loss attributable to NCI is computed using the HLBV method and is not based on ownership percentages.
/
(3)
In April 2019, PXiSE Energy Solutions,
LLC was subsumed into Parent and other. At June 30, 2019, equity held by NCI was negligible.
45
TRANSACTIONS WITH AFFILIATES
i
We summarize amounts due from and to unconsolidated affiliates
at Sempra Energy Consolidated, SDG&E and SoCalGas in the following table.
Total
due from unconsolidated affiliates – noncurrent
$
i710
$
i644
Total
due to various unconsolidated affiliates – current
$
(i9
)
$
(i10
)
Sempra
Mexico(1):
Total due to unconsolidated affiliates – noncurrent – TAG – Note due December 20, 2021(4)
$
(i38
)
$
(i37
)
SDG&E:
Sempra
Energy
$
(i78
)
$
(i43
)
SoCalGas
(i9
)
(i6
)
Various
affiliates
(i9
)
(i12
)
Total
due to unconsolidated affiliates – current
$
(i96
)
$
(i61
)
Income
taxes due from Sempra Energy(5)
$
i44
$
i5
SoCalGas:
Sempra
Energy(6)
$
i26
$
i—
SDG&E
i9
i6
Various
affiliates
i—
i1
Total
due from unconsolidated affiliates – current
$
i35
$
i7
Total
due to unconsolidated affiliates – current – Sempra Energy
$
i—
$
(i34
)
Income
taxes due to Sempra Energy(5)
$
(i7
)
$
(i4
)
(1)
Amounts
include principal balances plus accumulated interest outstanding.
(2)
Mexican peso-denominated revolving line of credit for up to i14.2
billion Mexican pesos or approximately $i737 million U.S. dollar-equivalent, at a variable interest rate based on the 91-day Interbank Equilibrium Interest Rate plus 220 bps (i10.68
percent at June 30, 2019), to finance construction of the natural gas marine pipeline.
(3)
U.S. dollar-denominated loan, at a variable interest rate based on the 30-day LIBOR plus 637.5 bps (i8.89
percent at December 31, 2018).
(4)
U.S. dollar-denominated loan, at a variable interest rate based on the 6-month LIBOR plus 290 bps (i5.10
percent at June 30, 2019).
(5)
SDG&E and SoCalGas are included in the consolidated income tax return of Sempra Energy and their respective income tax expense is computed as an amount equal to that which would result from each company having always filed a separate return.
(6)
AtJune 30,
2019, net receivable includes outstanding advances to Sempra Energy of$i94 millionat an interest rate ofi2.57
percent.
The following table summarizes revenues and cost of sales from unconsolidated affiliates.
REVENUES AND COST OF SALES FROM UNCONSOLIDATED AFFILIATES
Sempra
Energy has provided guarantees to certain of its JVs, including guarantees related to the financing of the Cameron LNG JV project, as we discuss in Note 6 below and in Note 6 of the Notes to Consolidated Financial Statements in the Annual Report.
OTHER INCOME (EXPENSE), NET
i
Other Income (Expense), Net
on the Condensed Consolidated Statements of Operations consisted of the following:
Non-service
component of net periodic benefit (cost) credit
(i30
)
i8
(i6
)
i40
Penalties
related to billing practices OII
i—
i—
(i8
)
i—
Interest
on regulatory balancing accounts, net
i6
i1
i5
i1
Sundry,
net
i3
(i3
)
i3
(i1
)
Total
$
i28
$
(i56
)
$
i110
$
i96
SDG&E:
Allowance
for equity funds used during construction
$
i15
$
i16
$
i27
$
i34
Non-service
component of net periodic benefit (cost) credit
(i1
)
i8
i8
i17
Interest
on regulatory balancing accounts, net
i6
i2
i6
i2
Sundry,
net
(i1
)
(i1
)
i—
i—
Total
$
i19
$
i25
$
i41
$
i53
SoCalGas:
Allowance
for equity funds used during construction
$
i8
$
i13
$
i16
$
i22
Non-service
component of net periodic benefit (cost) credit
(i4
)
i3
i14
i28
Penalties
related to billing practices OII
i—
i—
(i8
)
i—
Interest
on regulatory balancing accounts, net
i—
(i1
)
(i1
)
(i1
)
Sundry,
net
(i3
)
(i2
)
(i4
)
(i3
)
Total
$
i1
$
i13
$
i17
$
i46
(1)
Represents
investment gains on dedicated assets in support of our executive retirement and deferred compensation plans. These amounts are partially offset by corresponding changes in compensation expense related to the plans, recorded in O&M on the Condensed Consolidated Statements of Operations.
/
(2)
Includes gains of $i7
million and $i17 million in the three months and six months ended June 30, 2019, respectively, and losses of $i47
million and $i8 million in the three months and six months ended June 30, 2018, respectively, from translation to U.S. dollars of a Mexican peso-denominated loan to the IMG JV, which are offset by corresponding amounts included in Equity Earnings (Losses) on the Condensed
Consolidated Statements of Operations.
47
INCOME TAXES
i
We provide our calculations of ETRs in the following table.
INCOME
TAX EXPENSE (BENEFIT) AND EFFECTIVE INCOME TAX RATES
Income tax expense (benefit) from continuing operations
$
i47
$
(i602
)
$
i89
$
(i360
)
Income
(loss) from continuing operations before income taxes
and equity earnings (losses)
$
i286
$
(i1,183
)
$
i787
$
(i590
)
Equity
earnings (losses), before income tax(1)
i2
(i189
)
i7
(i184
)
Pretax
income (loss)
$
i288
$
(i1,372
)
$
i794
$
(i774
)
Effective
income tax rate
i16
%
i44
%
i11
%
i47
%
SDG&E:
Income
tax expense
$
i35
$
i42
$
i40
$
i98
Income
before income taxes
$
i181
$
i188
$
i363
$
i413
Effective
income tax rate
i19
%
i22
%
i11
%
i24
%
SoCalGas:
Income
tax (benefit) expense
$
(i4
)
$
i23
$
i15
$
i82
Income
before income taxes
$
i27
$
i57
$
i310
$
i341
Effective
income tax rate
(i15
)%
i40
%
i5
%
i24
%
(1)
We
discuss how we recognize equity earnings in Note 6 of the Notes to Consolidated Financial Statements in the Annual Report.
/
iSempra Energy, SDG&E and SoCalGas record income taxes for interim periods utilizing a forecasted ETR anticipated for the full year. Unusual and infrequent items and items that cannot be reliably estimated are recorded
in the interim period in which they occur, which can result in variability in the ETR.
i
For SDG&E and SoCalGas, the CPUC requires flow-through rate-making treatment for the current income tax benefit or expense arising from certain property-related and other temporary differences between the treatment for financial reporting and income tax, which will reverse over time. Under the regulatory accounting treatment required for these flow-through temporary differences, deferred income tax assets and liabilities are not recorded to deferred income tax expense, but
rather to a regulatory asset or liability, which impacts the ETR. As a result, changes in the relative size of these items compared to pretax income, from period to period, can cause variations in the ETR. The following items are subject to flow-through treatment:
▪
repairs expenditures related to a certain portion of utility plant fixed assets;
▪
the equity portion of AFUDC, which is non-taxable;
▪
a
portion of the cost of removal of utility plant assets;
▪
utility self-developed software expenditures;
▪
depreciation on a certain portion of utility plant assets; and
▪
state income taxes.
The AFUDC
related to equity recorded for regulated construction projects at Sempra Mexico has similar flow-through treatment.
We record income tax (expense) benefit from the transactional effects of foreign currency and inflation. Such effects are partially mitigated by net gains (losses) from foreign currency derivatives that are hedging Sempra Mexico parent’s exposure to movements in the Mexico peso from its controlling interest in IEnova.
In the six months ended June 30, 2019, SDG&E and SoCalGas recorded income tax benefits of $i31
million and $i38 million, respectively, from the release of a regulatory liability established in connection with 2017 tax reform for excess deferred income tax balances that the CPUC directed be allocated to shareholders in a January 2019 decision.
Discontinued
Operations
On January 25, 2019, our board of directors approved a plan to sell our South American businesses, as we discuss in Note 5. Prior to this decision, our repatriation estimate excluded post-2017 earnings and other basis differences related to our South American
48
businesses. Because of our decision to sell our South American businesses, we no longer assert indefinite reinvestment of these basis differences and have recorded the following in discontinued operations in the six months ended June 30, 2019:
▪
$i103
million income tax expense related to outside basis differences existing as of the January 25, 2019 approval of our plan to sell our South American businesses; and
▪
$i20 million
income tax expense related to the increase in outside basis differences from 2019 earnings since January 25, 2019.
We have not changed our indefinite reinvestment assertion or repatriation plan for our continuing international operations.
NOTE
2. iiNEW ACCOUNTING STANDARDS/
We
describe below recent accounting pronouncements that have had or may have a significant effect on our financial condition, results of operations, cash flows or disclosures.
ASU 2016-02, “Leases,” ASU 2018-01, “Land Easement Practical Expedient for Transition to Topic 842,” ASU 2018-10, “Codification Improvements to Topic 842, Leases,” ASU 2018-11, “Leases (Topic 842): Targeted Improvements,” ASU 2018-20, “Narrow-Scope Improvements for Lessors” and ASU 2019-01, “Leases (Topic 842): Codification Improvements” (collectively referred to as the “lease standard”): In 2016, the FASB began issuing the first in a series of ASUs intended to increase transparency and comparability among organizations with leasing activities. The most significant provision of the lease standard is the requirement that lessees recognize operating lease ROU assets and lease liabilities
on the balance sheet.
We adopted the lease standard on January 1, 2019, using the optional transition method to apply the new guidance prospectively as of January 1, 2019, rather than as of the earliest period presented. We elected the package of practical expedients that permits us to not reassess (a) whether a contract is or contains a lease, (b) lease classification or (c) determination of initial direct costs, which allows us to carry forward accounting conclusions under previous U.S. GAAP on contracts that commenced prior to adoption of the lease standard. We also elected the land easement practical expedient, which allows us to continue to account for pre-existing land easements under our accounting policy that existed before adoption of the lease standard. We did not elect the practical expedient to use hindsight in making
judgments when determining the lease term.
The adoption of the lease standard did not change our previously reported financial statements. However, in accordance with the lease standard, on a prospective basis, a significant portion of finance lease costs for PPAs that have historically been presented in Cost of Electric Fuel and Purchased Power are now presented in Depreciation and Amortization Expense and Interest Expense on Sempra Energy’s and SDG&E’s statements of operations. Additionally, the adoption of the lease standard had a material impact on our balance sheets at January 1, 2019 due to the initial recognition of ROU assets and lease liabilities for operating leases. Our finance leases were already included on our balance sheets prior to adoption of the lease standard, consistent with previous U.S. GAAP for capital leases.
i
The
following table shows the initial (decreases) increases on our balance sheets at January 1, 2019 from adoption of the lease standard.
IMPACT FROM ADOPTION OF THE LEASE STANDARD
(Dollars in millions)
Sempra Energy Consolidated
SDG&E
SoCalGas
Assets
held for sale
$
i13
$
i—
$
i—
Sundry
(i71
)
i—
i—
Property,
plant and equipment, net
(i147
)
i—
i—
Right-of-use
assets – operating leases
i603
i130
i116
Deferred
income tax assets
(i3
)
i—
i—
Other
current liabilities
i80
i20
i23
Long-term
debt
(i138
)
i—
i—
Deferred
credits and other
i436
i110
i93
Retained
earnings
i17
i—
i—
/
49
As
a result of the adoption of the lease standard, we derecognized our corporate headquarters building lease in accordance with the transition provisions for build-to-suit arrangements. On a prospective basis, we will account for the corporate headquarters building lease as an operating lease. The initial impact is included in the above table.
We include additional disclosures about our leases in Note 11.
ASU 2016-13, “Measurement of Credit Losses on Financial Instruments”: ASU 2016-13, as amended by subsequently issued ASUs, changes how entities will measure credit losses for most financial assets and certain other instruments. The standard introduces an “expected credit loss” impairment model that requires immediate recognition of estimated credit losses expected to occur over the remaining life of most financial assets measured at amortized
cost, including trade and other receivables, loan commitments and financial guarantees. ASU 2016-13 also requires use of an allowance to record estimated credit losses on available-for-sale debt securities and expands disclosure requirements regarding an entity’s assumptions, models and methods for estimating the credit losses.
For public entities, ASU 2016-13 is effective for fiscal years beginning after December 15, 2019, including interim periods therein, with early adoption permitted for fiscal years beginning after December 15, 2018. The amendments are to be applied using a modified retrospective approach through a cumulative-effect adjustment to retained earnings at the beginning of the first reporting period in the year of adoption. We are currently evaluating the impact of the standard on our ongoing financial reporting
and plan to adopt the standard on January 1, 2020.
ASU 2017-04, “Simplifying the Test for Goodwill Impairment”: ASU 2017-04 removes the second step of the goodwill impairment test, which requires a hypothetical purchase price allocation. An entity will be required to apply a one-step quantitative test and 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. For public entities, ASU 2017-04 is effective for annual or interim goodwill impairment tests in fiscal years beginning after December 15, 2019, with early adoption permitted. The amendments are to be applied on a prospective basis. We plan to adopt the standard on January 1, 2020.
ASU
2018-02, “Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income”:ASU 2018-02 contains amendments that allow a reclassification from AOCI to retained earnings for stranded tax effects resulting from the TCJA. Under ASU 2018-02, an entity is required to provide certain disclosures regarding stranded tax effects, including its accounting policy related to releasing the income tax effects from AOCI. The amendments in this update can be applied either as of the beginning of the period of adoption or retrospectively as of the date of enactment of the TCJA and to each period in which the effect of the TCJA is recognized. We adopted ASU 2018-02 on January 1, 2019 and reclassified the income tax effects of the TCJA from AOCI to retained earnings.
The impact from adoption of ASU
2018-02 on January 1, 2019 was as follows:
▪
Sempra Energy: increase of $i40 million to beginning Retained Earnings, $i2
million to noncurrent Regulatory Liabilities and $i42 million to Accumulated Other Comprehensive Loss;
▪
SDG&E: increase of $i2
million to beginning Retained Earnings and Accumulated Other Comprehensive Loss; and
▪
SoCalGas: increase of $i2 million
to beginning Retained Earnings, $i2 million to noncurrent Regulatory Liabilities and $i4
million to Accumulated Other Comprehensive Loss.
NOTE 3. iREVENUES
We
discuss revenue recognition for revenues from contracts with customers and from sources other than contracts with customers in Note 3 of the Notes to Consolidated Financial Statements in the Annual Report.
50
i
The following table disaggregates our revenues from contracts with customers by major service line and market and provides a reconciliation to total revenues by segment.
The majority of our revenue is recognized over time.
For contracts greater than one year, at June 30, 2019, we expect to recognize revenue related to the fixed fee component of the consideration as shown below. SoCalGas did not have any such remaining performance obligations at June 30, 2019.
REMAINING
PERFORMANCE OBLIGATIONS(1)
(Dollars in millions)
Sempra Energy Consolidated
SDG&E
2019 (excluding first six months of 2019)
$
i255
$
i1
2020
i511
i3
2021
i512
i3
2022
i515
i3
2023
i509
i3
Thereafter
i2,784
i52
Total
revenues to be recognized
$
i5,086
$
i65
/
(1)
Excludes intercompany transactions.
52
Contract Balances from Revenues from Contracts with Customers
i
Activities within Sempra Energy’s contract liabilities are presented below. There were no
contract liabilities at SDG&E or SoCalGas for the six months ended June 30, 2019 and 2018.
Includes
a negligible amount in Other Current Liabilities and $i72 million in Deferred Credits and Other on the Sempra Energy Condensed Consolidated Balance Sheet.
/
Receivables from Revenues from Contracts with Customers
i
The
table below shows receivable balances associated with revenues from contracts with customers on our Condensed Consolidated Balance Sheets.
RECEIVABLES FROM REVENUES FROM CONTRACTS WITH CUSTOMERS
Amount is presented net of amounts due to unconsolidated affiliates on the Condensed Consolidated Balance Sheets, when right of offset exists.
NOTE
4. iREGULATORY MATTERS
We discuss regulatory matters in Note 4 of the Notes to Consolidated Financial Statements in the Annual Report, and provide updates to those discussions and information about new regulatory matters below.
53
REGULATORY ASSETS AND LIABILITIES
ii
We
show the details of regulatory assets and liabilities in the following table.
Pension
and other postretirement benefit plan obligations
i188
i186
Removal
obligations
(i1,982
)
(i1,848
)
Unamortized
loss on reacquired debt
i6
i7
Environmental
costs
i27
i28
Sunrise
Powerlink fire mitigation
i119
i120
Regulatory
balancing accounts(1)
Commodity – electric
i135
(i8
)
Gas
transportation
i8
i45
Safety
and reliability
i82
i70
Public
purpose programs
(i98
)
(i62
)
Other
balancing accounts
i122
i145
Other
regulatory liabilities, net(2)
(i222
)
(i177
)
Total
SDG&E
(i1,887
)
(i1,880
)
SoCalGas:
Pension
and other postretirement benefit plan obligations
i466
i470
Employee
benefit costs
i49
i49
Removal
obligations
(i779
)
(i833
)
Deferred
income taxes refundable in rates
(i233
)
(i336
)
Unamortized
loss on reacquired debt
i6
i7
Environmental
costs
i28
i28
Workers’
compensation
i9
i9
Regulatory
balancing accounts(1)
Commodity – gas, including transportation
(i33
)
i196
Safety
and reliability
i365
i332
Public
purpose programs
(i352
)
(i325
)
Other
balancing accounts
i54
(i68
)
Other
regulatory liabilities, net(2)
(i182
)
(i130
)
Total
SoCalGas
(i602
)
(i601
)
Sempra
Mexico:
Deferred income taxes recoverable in rates
i81
i81
Other
regulatory assets
i8
i6
Total
Sempra Energy Consolidated
$
(i2,400
)
$
(i2,394
)
(1)
AtJune 30, 2019andDecember 31, 2018, the noncurrent portion of regulatory balancing accounts – net undercollected for SDG&E was$i106 millionand$i78 million, respectively, and for SoCalGas was$i337
millionand$i185 million, respectively.
//
(2)
Includes regulatory assets earning a rate of return.
CALIFORNIA UTILITIES
CPUC General Rate Case
The CPUC uses a GRC proceeding to set sufficient rates to allow the California Utilities to recover their reasonable cost of O&M and to provide the opportunity to realize their authorized rates of return on their investment.
2019 General Rate Case
On October 6, 2017, SDG&E and SoCalGas filed their 2019 GRC applications requesting CPUC approval of test year revenue requirements for 2019 and attrition year adjustments for 2020 through 2022. SDG&E and SoCalGas are seeking revenue requirements for 2019 of
$i2.203 billion and $i2.937
billion, respectively, which is an increase of $i221 million and $i481
million
54
over their respective 2018 revenue requirements (the 2019 proposed and 2018 actual revenue requirements reflect the impact of various updates made during the course of the proceeding). The California Utilities are proposing post-test year revenue requirement annual attrition percentages that are estimated to result in annual increases of approximately i5
percent to i7 percent at SDG&E and approximately i6
percent to i8 percent at SoCalGas. The original GRC applications filed in October 2017 did not reflect the impact of the TCJA, which we discuss in “2016 General Rate Case” below and in Note 8 of the Notes to Consolidated Financial Statements in the Annual Report. In April 2018, SDG&E and SoCalGas updated their applications to reflect the impact of the TCJA and
filed a joint proposal to address the impacts. The TCJA impact to SDG&E is a reduction of approximately $i58 million to its 2019 test year revenue requirement; however, SDG&E’s 2019 requested revenue requirement is unchanged as we evaluate potentially higher costs associated with mitigating wildfire risks. The TCJA impact to SoCalGas’ 2019 requested revenue requirement is a reduction of approximately $i58
million, which is reflected in its updated request.
During the course of the proceeding, Cal PA recommended 2019 revenue requirements of $i1.918 billion and $i2.695
billion for SDG&E and SoCalGas, respectively, which is a net decrease of $i64 million for SDG&E and a net increase of $i239
million for SoCalGas compared to the 2018 revenue requirements. Cal PA proposes a three-year annual attrition percentage of i4 percent for SDG&E and a range of i4
percent to i5 percent for SoCalGas. Cal PA recommends addressing SDG&E’s potential ownership of OMEC in a separate proceeding. As a result, Cal PA’s proposed 2019 revenue requirement does not include the estimated $i68
million included in SDG&E’s GRC application associated with owning and operating the generating facility. As we discuss in Note 1, on March 28, 2019, OMEC LLC exercised the put option requiring SDG&E to purchase the power plant by October 3, 2019, which is subject to the results of certain pending rehearing requests. The Utility Reform Network and other intervenors oppose various components of our revenue requests in the 2019 GRC applications.
We expect a preliminary decision from the CPUC in the coming weeks. The results of the rate case may materially and adversely differ from what is contained in the GRC applications.
2016 General Rate Case
As we discuss in Notes 4 and 8 of the Notes to Consolidated
Financial Statements in the Annual Report, the 2016 GRC FD required SDG&E and SoCalGas to each establish a two-way income tax expense memorandum account to track certain revenue variances resulting from certain differences between the income tax expense forecasted in the GRC and the income tax expense incurred from 2016 through 2018. At June 30, 2019, the recorded regulatory liability associated with these tracked amounts totaled $i93
million and $i100 million for SDG&E and SoCalGas, respectively. The recorded liability is primarily related to lower income tax expense incurred than was forecasted in the GRC relating to tax repairs deductions, self-developed software deductions and certain book-over-tax depreciation. The tracking accounts will remain
open until the CPUC decides to close the accounts, which may be reviewed in the 2019 GRC proceedings.
The 2016 GRC FD revenue requirement was authorized using a federal income tax rate of 35 percent. As a result of the TCJA, the federal income tax rate of 21 percent became effective January 1, 2018. Since SDG&E and SoCalGas continue to collect authorized revenues based on a 35 percent tax rate, SDG&E and SoCalGas are recording revenue deferrals, aligned with authorized seasonality factors, that reflect the estimated reduction in the revenue requirement. As of June 30, 2019, SDG&E and SoCalGas recorded regulatory liabilities of $i113
million and $i106 million, respectively, in anticipation of amounts that will benefit customers in future rates. SDG&E also recorded a $i93
million regulatory liability at June 30, 2019, relating to its FERC jurisdictional rates, in anticipation of amounts that will benefit customers in future rates for the decrease in the federal income tax rate.
CPUC Cost of Capital
In April 2019, SDG&E and SoCalGas filed separate applications with the CPUC to update their cost of capital effective January 1, 2020. SDG&E proposed to adjust its authorized capital structure by increasing the amount of its common equity from i52
percent to i56 percent. SDG&E also proposed to increase its authorized ROE from i10.2
percent to i14.3 percent, including a premium for wildfire risk, and to increase its authorized return on rate base from i7.55
percent to i10.03 percent. On August 1, 2019, SDG&E filed supplemental testimony to update its ROE request, which modifies its proposal to increase its authorized ROE from i10.2
percent to i12.38 percent, including a revised premium for wildfire risk that reflects the impacts of AB 1054 and AB 111. Accordingly, SDG&E also modified its proposal to increase its authorized return on rate
base from i7.55 percent to i8.95
percent. SoCalGas proposed to adjust its authorized capital structure by increasing the amount of its common equity from i52 percent to i56
percent. SoCalGas also proposed to increase its authorized ROE from i10.05 percent to i10.7
percent and to increase its authorized return on rate base from i7.34 percent to i7.85
percent. The schedule for the proceeding indicates a final decision in 2019.
55
SDG&E
FERC Formulaic Rate Filing
In October 2018, SDG&E submitted its TO5 filing to the FERC. This proceeding establishes the transmission revenue requirement, including rate of return, for SDG&E’s FERC-regulated electric transmission operations and assets. SDG&E’s TO5 filing proposed, among other items, an increase to SDG&E’s current authorized FERC ROE from i10.05
percent to i11.2 percent. On December 31, 2018, the FERC issued its order accepting and suspending SDG&E’s TO5 filing and established hearing and settlement judge procedures. In the order, the FERC suspended the TO5 filing for five months, during which the existing TO4 rates remained in effect. The suspension period ended on June
1, 2019, when the proposed TO5 rates took effect, subject to refund and the outcome of the rate filing. As a result, until a new ROE is authorized, the current ROE of i10.05 percent is the basis of SDG&E’s FERC-related revenue recognition. In July 2019, the settlement judge reported that SDG&E and the settling parties had reached an impasse and directed the matter forward to hearings, which does not preclude continued
settlement discussions among SDG&E and the settling parties. The hearing schedule indicates an initial decision in the second half of 2020. When we receive a final decision, SDG&E will record the cumulative earnings effect of retroactive application to June 1, 2019 for any difference between the current ROE and the approved ROE.
SOCALGAS
Billing Practices OII
In May 2017, the CPUC issued an OII to determine whether SoCalGas violated any provisions of the California Public Utilities Code, General Orders, CPUC decisions, or other requirements pertaining to billing practices from 2014 through 2016. The CPUC examined the timeliness of monthly bills, extending the billing period for customers, and issuing estimated bills, including an examination of SoCalGas’ gas tariff rules. In
January 2019, the CPUC ordered SoCalGas to pay $i8 million in penalties, including $i3
million payable to California’s general fund and $i5 million to be credited to customers that received delayed bills (greater than i45
days) in the form of a $i100 bill credit. SoCalGas filed an appeal of the CPUC’s conclusions in the order, which, in April 2019, the CPUC denied. SoCalGas filed a rehearing request on May 28, 2019, which is pending before the CPUC. The CPUC granted SoCalGas’ request to delay distribution of the $i100
bill credit to customers until a final decision on the rehearing.
NOTE 5. iACQUISITIONS,
DIVESTITURES AND DISCONTINUED OPERATIONS
We consolidate assets acquired and liabilities assumed as of the purchase date and include earnings from acquisitions in consolidated earnings after the purchase date.
ACQUISITIONS
Sempra Texas Utilities
Oncor Holdings
On March 9, 2018, Sempra Energy completed the acquisition of an indirect, i100-percent
interest in Oncor Holdings, which owned i80.03 percent of Oncor, and other EFH assets and liabilities unrelated to Oncor, pursuant to the Merger Agreement with EFH. Under the Merger Agreement, we paid Merger Consideration of $i9.45
billion in cash and an additional $i31 million representing an adjustment for dividends and payments pursuant to a tax sharing agreement with Oncor and Oncor Holdings. Also on March 9, 2018, in a separate transaction, Sempra Energy, through its interest in Oncor Holdings, acquired
an additional i0.22 percent of the outstanding membership interests in Oncor from OMI for $i26
million in cash, bringing Sempra Energy’s indirect ownership in Oncor to i80.25 percent. TTI, an investment vehicle indirectly owned by third parties unaffiliated with Oncor Holdings or Sempra Energy, continues to own i19.75
percent of Oncor’s outstanding membership interests. We discuss this acquisition, including the purchase price allocation, in Note 5 of the Notes to Consolidated Financial Statements in the Annual Report.
After satisfying all conditions precedent, including final approval from the PUCT, on May 16, 2019, Oncor completed the acquisition of i100
percent of the issued and outstanding shares of InfraREIT and i100 percent of the limited partnership units of its subsidiary, InfraREIT Partners, pursuant to the InfraREIT Merger Agreement. Under the InfraREIT Merger Agreement, Oncor paid merger consideration of $i1,275
million, or $i21 per share, plus certain transaction costs incurred by InfraREIT and its
56
subsidiaries and paid by Oncor
on their behalf, including $i40 million for a management agreement termination fee. In connection with and immediately after the closing, Oncor also extinguished all of InfraREIT’s outstanding debt (totaling $i953
million) by repaying an aggregate principal amount of $i602 million on behalf of InfraREIT’s subsidiaries (using proceeds from a term loan and issuances of commercial paper), and exchanging an aggregate principal amount of $i351
million of secured senior notes issued by InfraREIT subsidiaries for secured senior notes issued by Oncor. Oncor received a total of $i1,330 million in capital contributions from Sempra Energy and certain indirect equity holders of TTI, proportionate to their respective ownership interest in Oncor, to fund the purchase price and certain expenses. We discuss Sempra Energy’s contribution in
Note 6.
As part of Oncor’s acquisition of interests in InfraREIT, immediately prior to closing the InfraREIT Merger Agreement, SDTS accepted and assumed certain assets and liabilities of SU in exchange for certain SDTS assets, pursuant to the Asset Exchange Agreement. SDTS received real property and other assets used in the electric transmission and distribution business in Central, North and West Texas, as well as the equity interests in GS Project Entity, LLC (a wholly owned subsidiary of SU) and SU received real property and other assets used in the electric transmission and distribution business near the Texas-Mexico border. Pursuant to the Asset Exchange Agreement, immediately prior to the completion of the exchange, SDTS became a wholly owned, indirect subsidiary of InfraREIT Partners.
Sharyland Holdings
On May
16, 2019, Sempra Energy acquired an indirect, i50-percent interest in Sharyland Holdings for $i102
million (subject to customary closing adjustments) pursuant to the Securities Purchase Agreement. In connection with and prior to the consummation of the Securities Purchase Agreement, Sharyland Holdings owned i100 percent of the membership interests in SU and SU converted into a limited liability
company, named Sharyland Utilities, L.L.C. We account for our indirect 50-percent interest in Sharyland Holdings as an equity method investment.
Sempra South American Utilities
Compañía Transmisora del Norte Grande S.A.
On December 18, 2018, Chilquinta Energía acquired a i100-percent
interest in Compañía Transmisora del Norte Grande S.A. through a sales and purchase agreement with AES Gener S.A. and its subsidiary Sociedad Eléctrica Angamos S.A. We completed the acquisition for a purchase price of $i226 million and paid $i208
million (net of $i18 million cash acquired) with available cash on hand at Sempra South American Utilities.
We accounted for this business combination using the acquisition method of accounting. We allocated the $i208
million in cash paid ($i226 million purchase price less $i18
million of cash acquired) to the identifiable assets acquired and liabilities assumed based on their respective fair values, with the excess recognized as goodwill, which is included in assets held for sale in discontinued operations. We consider the purchase price allocation at the acquisition date to be final.
We discuss this acquisition, including the purchase price allocation, in Note 5 of the Notes to Consolidated Financial Statements in the Annual Report.
POTENTIAL ACQUISITION
SDG&E
As we discuss in Note 1, OMEC LLC, the owner of the i605-MW
power plant, exercised the put option requiring SDG&E to purchase the power plant by October 3, 2019. If the put is not waived, SDG&E will acquire the power plant through the acquisition of the NCI in October 2019, and expects to fund the $i280 million purchase price, subject to
adjustments, with proceeds from issuances of commercial paper that may be replaced by long-term debt issuances. Upon acquisition of the NCI, the power plant will be subject to rate recovery.
DIVESTITURES
In June 2018, our board of directors approved a plan to divest certain non-utility natural gas storage assets in the southeast U.S., and all our U.S. wind and U.S. solar assets (collectively, the Assets). The plan to sell the Assets resulted from a comprehensive strategic portfolio review by the board of directors and management.
As a result of our plan to sell the Assets, we recorded impairment charges totaling $i1.5
billion ($i900 million after tax and NCI) in June 2018. These charges included $i1.3
billion ($i755 million after tax and NCI) at Sempra LNG, which is included in Impairment Losses on Sempra Energy’s Condensed Consolidated Statements of Operations, and $i200
million ($i145 million after tax) at
57
Sempra Renewables,
which is included in Equity Earnings (Losses) on Sempra Energy’s Condensed Consolidated Statements of Operations. These impairment charges primarily represented an adjustment of the related assets’ carrying values to estimated fair values, less costs to sell when applicable, which we discuss in Notes 6 and 12 of the Notes to Consolidated Financial Statements in the Annual Report.
Sempra Renewables
On April 22, 2019, Sempra Renewables completed the sale of its remaining wind assets and investments to AEP for $i569
million, net of transaction costs, and recorded a $i61 million ($i45
million after tax and NCI) gain, which is included in Gain on Sale of Assets on the Condensed Consolidated Statements of Operations for the three months and six months ended June 30, 2019. Upon completion of the sale, remaining nominal business activities at Sempra Renewables were subsumed into Parent and other and the Sempra Renewables segment ceased to exist.
Sempra LNG
On February 7, 2019, Sempra LNG completed the sale of its non-utility natural gas storage assets in the southeast U.S. (comprised of Mississippi Hub and Bay Gas), which we classified as held for sale at December 31, 2018, to an affiliate of ArcLight Capital Partners and received cash proceeds of $i322
million, net of transaction costs. In January 2019, Sempra LNG completed the sale of other non-utility assets for $i5 million.
DISCONTINUED
OPERATIONS
On January 25, 2019, our board of directors approved a plan to sell our South American businesses. We launched a formal process to sell our South American businesses and expect to complete the sale by the end of 2019. We determined that these businesses, which previously constituted the Sempra South American Utilities segment, and certain activities associated with those businesses, met the held-for-sale criteria. These businesses are presented as discontinued operations, as the planned sale represents a strategic shift that will have a major effect on our operations and financial results. We do not plan to have significant continuing involvement in or be able to exercise significant influence on the operating or financial policies of these operations after they are sold. Accordingly, the results of operations, financial position and cash flows for these businesses
have been reclassified to discontinued operations for all periods presented.
Discontinued operations that were previously in the Sempra South American Utilities segment include our i100-percent
interest in Chilquinta Energía in Chile, our i83.6-percent interest in Luz del Sur in Peru and our interests in two energy-services companies, Tecnored and Tecsur, which provide electric construction and infrastructure services to Chilquinta
Energía and Luz del Sur, respectively, as well as third parties.
i
Summarized results from discontinued operations were as follows:
Income
from discontinued operations, net of income tax
i78
i55
i36
i83
Earnings
attributable to noncontrolling interests
(i8
)
(i7
)
(i17
)
(i14
)
Earnings
from discontinued operations attributable to common shares
$
i70
$
i48
$
i19
$
i69
/
58
The
following table summarizes the carrying amounts of the major classes of assets and related liabilities classified as held for sale in discontinued operations.
Current
portion of long-term debt and finance leases
i22
i29
Other
current liabilities
i101
i108
Current
liabilities
$
i336
$
i368
Long-term
debt and finance leases
$
i753
$
i708
Deferred
income taxes
i273
i250
Other
noncurrent liabilities
i64
i55
Noncurrent
liabilities
$
i1,090
$
i1,013
(1)
Primarily
represents funds held in accordance with Peruvian tax law.
At June 30, 2019 and December 31, 2018, $i460
million and $i506 million, respectively, of cumulative foreign currency translation adjustments related to our South American businesses are included in
AOCI.
NOTE 6. iINVESTMENTS
IN UNCONSOLIDATED ENTITIES
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 (Losses) on the Condensed Consolidated Statements of Operations. See Note 1 for information on how equity earnings and losses before income taxes are factored into the calculations of our pretax income or loss and ETR.
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 Energy’s income tax on earnings from these equity method investees, other than Oncor Holdings
as we discuss below, is included in Income Tax (Expense) Benefit on the Condensed Consolidated Statement of Operations. Our foreign equity method investees are corporations whose operations are generally 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.
Oncor is a domestic partnership for U.S. federal income tax purposes and is not included in the consolidated income tax return of Sempra Energy. 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
59
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.
We provide additional information concerning our equity method investments in Note 5 above and in Notes 5 and 6 of the Notes to Consolidated Financial Statements in the Annual Report.
SEMPRA
TEXAS UTILITIES
Oncor Holdings
We account for our 100-percent ownership interest in Oncor Holdings as an equity method investment. Due to the ring-fencing measures, governance mechanisms, and commitments in effect following the Merger, we do not have the power to direct the significant activities of Oncor Holdings and Oncor. See Note 6 of the Notes to Consolidated Financial Statements in the Annual Report for additional information related to the restrictions on our ability to direct the significant activities of Oncor Holdings and Oncor.
Sempra Energy contributed $i1,180
million to Oncor in the six months ended June 30, 2019, which includes $i1,067 million to fund Oncor’s acquisition of interests in InfraREIT and certain acquisition-related expenses, which we discuss in Note 5. In the six months ended June 30, 2018,
Sempra Energy contributed $i117 million to Oncor. In the six months ended June 30, 2019, Oncor Holdings distributed to Sempra Energy $i108
million in dividends and $i6 million in tax sharing payments.
i
We
provide summarized income statement information for Oncor Holdings in the following table.
As we discuss in Note 5, on May 16, 2019, we acquired an indirect, i50-percent interest in Sharyland Holdings for $i102
million, which we account for as an equity method investment.
SEMPRA MEXICO
Sempra Mexico invested cash of $i25 million in the IMG JV in the six
months ended June 30, 2018.
SEMPRA RENEWABLES
As we discuss in Note 5, Sempra Renewables recorded an other-than-temporary impairment on certain of its wind equity method investments totaling $i200
million in June 2018. In April 2019, Sempra Renewables completed the sale of its remaining wind assets and investments.
SEMPRA LNG
Sempra LNG capitalized $i26 million and $i22
million of interest in the six months ended June 30, 2019 and 2018, respectively, related to its investment in Cameron LNG JV, which had not yet commenced planned principal operations. In the six months
60
ended June 30, 2019 and 2018, Sempra LNG invested cash of $i77
million and $i102 million, respectively, in this unconsolidated JV.
GUARANTEES
At June 30,
2019, we had outstanding guarantees aggregating a maximum of $i3.9 billion. The related carrying value of these guarantees was fully amortized at June 30, 2019. We discuss these guarantees in Note 6 of the Notes to Consolidated Financial Statements in the Annual Report.
NOTE
7. iDEBT AND CREDIT FACILITIES
LINES OF CREDIT
Primary U.S. Committed Lines of Credit
Sempra Energy and Sempra Global
On May 17, 2019, Sempra Energy and Sempra Global each entered into a separate five-year credit agreement, both expiring in May 2024. The credit agreements permit borrowings of up to $i1.25
billion by Sempra Energy and $i3.19 billion by Sempra Global. For both credit facilities, Citibank, N.A. serves as administrative agent for a syndicate of i23
lenders and no single lender has greater than a 6-percent share of either credit facility. The credit agreements supersede Sempra Energy’s $i1.25 billion credit agreement and Sempra Global’s $i3.19
billion credit agreement, which were both set to expire in 2020. Borrowings for each credit facility bear interest at benchmark rates plus a margin based on Sempra Energy’s credit ratings.
California Utilities
On May 17, 2019, SDG&E and SoCalGas each entered into a separate five-year credit agreement, both expiring in May 2024. The credit agreements permit borrowings of up to $i1.5
billion by SDG&E and $i750 million by SoCalGas. For both credit facilities, JPMorgan Chase Bank, N.A. serves as administrative agent for a syndicate of i23
lenders and no single lender has greater than a 6-percent share of either credit facility. The credit agreements replaced the California Utilities’ combined $i1 billion credit agreement, which had a maximum of $i750
million that could be borrowed by either utility, that was set to expire in 2020. Borrowings for each credit facility bear interest at benchmark rates plus a margin based on the borrowing utility’s credit ratings.
61
At June 30, 2019, these four primary U.S. committed lines of credit permit Sempra Energy Consolidated to borrow an aggregate amount of approximately $i6.69
billion. The principal terms of these committed lines of credit, which provide liquidity and support commercial paper, are described below.
Because
the commercial paper programs are supported by these lines, we reflect the amount of commercial paper outstanding as a reduction to the available unused credit.
(2)
The facility also provides for issuance of$i200
millionof letters of credit on behalf of Sempra Energy with the amount of borrowings otherwise available under the facility reduced by the amount of outstanding letters of credit. Subject to obtaining commitments from existing or new lenders and satisfaction of other specified conditions, Sempra Energy has the right to increase the letter of credit commitment up to$i500 million. No letters of credit were outstanding
at June 30, 2019.
(3)
Commercial paper outstanding is before reductions of unamortized discount of$i3 million.
Sempra Energy guarantees Sempra Global’s obligations under the credit facility.
(4)
The facility also provides for issuance of $i100 million of letters of credit on behalf of the borrowing utility with
the amount of borrowings otherwise available under the facility reduced by the amount of outstanding letters of credit. Subject to obtaining commitments from existing or new lenders and satisfaction of other specified conditions, the borrowing utility has the right to increase the letter of credit commitment up to $i250 million. No letters of credit were outstanding at June 30, 2019.
/
Sempra
Energy, SDG&E and SoCalGas each must maintain a ratio of indebtedness to total capitalization (as defined in each of the applicable credit facilities) of no more than i65 percent at the end of each quarter. At June 30, 2019, each entity was in compliance with this ratio and all other financial covenants under its respective credit facility.
Foreign
Committed Lines of Credit
In February 2019, IEnova revised the terms of its five-year revolving credit facility by increasing the amount available under the facility from $i1.17 billion to $i1.5
billion, extending the expiration of the facility from August 2020 to February 2024 and increasing the syndicate of lenders from ieight to i10.
At June 30, 2019, available unused credit on this line was approximately $i567 million.
On April 11, 2019, IEnova entered into a three-year, $i100
million revolving credit agreement with Scotiabank Inverlat, S.A. Under the agreement, withdrawals may be made for up to one year in either U.S. dollars or Mexican pesos. At June 30, 2019, ino amounts were outstanding, and available unused credit was $i100
million.
Letters of Credit
Outside of our domestic and foreign committed credit facilities, we have bilateral unsecured standby letter of credit capacity with select lenders that is uncommitted and supported by reimbursement agreements. At June 30, 2019, we had approximately $i712 million in standby letters of credit outstanding under these agreements.
WEIGHTED-AVERAGE
INTEREST RATES
The weighted-average interest rates on total short-term debt at Sempra Energy Consolidated were i3.10 percent and i2.99
percent at June 30, 2019 and December 31, 2018, respectively. The weighted-average interest rates on total short-term debt at SDG&E were i2.58 percent and i2.97
percent at June 30, 2019 and December 31, 2018, respectively. The weighted-average interest rate on total short-term debt at SoCalGas was i2.58 percent at December 31,
2018.
LONG-TERM DEBT
Sempra Energy
62
In June 2019, we issued $i758 million of
5.75-percent, junior subordinated notes maturing in 2079, with a par value of $i25 per note. We received proceeds of $i735
million (net of underwriting discounts and debt issuance costs of $i23 million). We used the proceeds from the offering to repay outstanding commercial paper and for other general corporate purposes. We may redeem some or all of the notes before their maturity, as follows:
▪
on
or after October 1, 2024, at a redemption price equal to i100 percent of the principal amount, plus accrued and unpaid interest;
▪
before
October 1, 2024, if the U.S. federal tax law or regulations are amended or certain other events occur such that there is more than insubstantial risk that interest payable on the notes would no longer be deductible for federal income tax purposes, at a redemption price equal to i100
percent of the principal amount, plus accrued and unpaid interest; or
▪
before October 1, 2024, if a credit rating agency publicly changes certain equity credit methodology for securities such as these notes that results in a shortening of the length of time for equity credit initially assigned or lowers the equity credit initially assigned, at a redemption price equal to i102
percent of the principal amount, plus accrued and unpaid interest.
The notes are unsecured obligations and rank junior and subordinate in right of payment to our existing and future senior indebtedness. The notes will rank equally in right of payment 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 that we have or may incur and to all indebtedness and other liabilities of our subsidiaries.
SDG&E
In May 2019, SDG&E issued $i400
million of 4.10-percent, first mortgage bonds maturing in 2049. We received proceeds of $i396 million (net of underwriting discounts and debt issuance costs of $i4
million). SDG&E used the proceeds from the offering to repay outstanding commercial paper and for other general corporate purposes.
SoCalGas
In June 2019, SoCalGas issued $i350 million of 3.95-percent, first mortgage bonds maturing in 2050. We
received proceeds of $i346 million (net of debt discount, underwriting discounts and debt issuance costs of $i4
million). SoCalGas used the proceeds from the offering to repay outstanding commercial paper and for other general corporate purposes.
INTEREST RATE SWAPS
In February 2019, Sempra Energy entered into floating-to-fixed interest rate swaps to hedge interest payments on the $i850 million of variable rate notes
issued in October 2017 and maturing in March 2021, resulting in an all-in fixed rate of i3.069 percent. We discuss our interest rate swaps to hedge cash flows in Note 8.
NOTE
8. iDERIVATIVE FINANCIAL INSTRUMENTS
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 our asset values may fall or our liabilities increase. Accordingly, our derivative activity summarized below generally represents an impact that is intended to offset associated revenues, expenses, assets or liabilities that are not included in the tables below.
In certain cases, we apply the normal purchase or sale exception to derivative instruments and have other commodity contracts that are not derivatives. These contracts are not recorded at fair value and are therefore excluded from the disclosures below.
In all other cases, we record derivatives at fair value on the Condensed Consolidated Balance Sheets. We have derivatives that are either (1) cash flow hedges, (2) fair value hedges, or (3) undesignated. Depending on the applicability of hedge accounting and, for the California Utilities 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). We classify cash flows from the principal settlements of cross-currency
63
swaps that hedge exposure related to Mexican peso-denominated debt as financing activities and settlements of other derivative instruments as operating activities on the Condensed 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 that the future cash flows of a given revenue or expense item may vary, and other criteria.
ENERGY DERIVATIVES
Our market risk is primarily related to natural gas and electricity price volatility and the specific physical locations where we transact. We use energy derivatives to manage these risks. The use of energy derivatives in our various businesses depends on the particular energy market, and the operating and regulatory environments applicable to the business, as follows:
▪
The
California Utilities use natural gas and electricity derivatives, for the benefit of customers, with the objective of managing price risk and basis risks, 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 that have been filed with and approved by the CPUC. 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 Condensed Consolidated Statements of Operations are reflected in Cost of Electric Fuel and Purchased Power or in Cost of Natural Gas.
▪
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 Condensed Consolidated Statements of Operations.
▪
Sempra Mexico and Sempra LNG may use natural gas and electricity derivatives, as appropriate, to optimize the earnings of their assets which support the following businesses: LNG, natural gas transportation and storage, and power generation. Gains and losses associated with undesignated
derivatives are recognized in Energy-Related Businesses Revenues or in Energy-Related Businesses Cost of Sales on the Condensed Consolidated Statements of Operations. Certain of these derivatives may also be designated as cash flow hedges. Sempra Mexico may also use natural gas energy derivatives with the objective of managing price risk and lowering natural gas prices at its distribution operations. These derivatives, which are recorded as commodity costs that are offset by regulatory account balances and recovered in rates, are recognized in Cost of Natural Gas on the Condensed Consolidated Statements of Operations.
▪
From time to time, our various businesses, including the California Utilities, may use other energy derivatives to hedge
exposures such as the price of vehicle fuel and GHG allowances.
i
The following table summarizes net energy derivative volumes.
In
addition to the amounts noted above, we use commodity derivatives to manage risks associated with the physical locations of contractual obligations and assets, such as natural gas purchases and sales.
64
INTEREST RATE DERIVATIVES
We are exposed to interest rates primarily as a result of our current and expected use of financing. The California Utilities, as well as Sempra Energy 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. Separately, Otay Mesa VIE has entered into interest rate swap agreements, designated as cash flow hedges, to moderate its exposure to interest rate changes.
The following table presents the net notional amounts of our interest rate derivatives, excluding JVs.
Includes Otay Mesa VIE. All of SDG&E’s interest rate derivatives relate to Otay Mesa VIE. In December 2018, OMEC LLC entered into a swaption with a notional amount of $i142 million
effective October 31, 2019 through October 31, 2023.
FOREIGN CURRENCY DERIVATIVES
We 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 variable interest rates for U.S. fixed interest rates. From time to time, Sempra Mexico and its JVs may use other foreign currency derivatives to hedge exposures related to cash flows associated with revenues from contracts denominated in Mexican pesos that are indexed to the U.S. dollar.
We are also exposed to exchange rate movements at our Mexican subsidiaries and JVs, which have U.S.
dollar-denominated cash balances, receivables, payables and debt (monetary assets and liabilities) that give rise to Mexican currency exchange rate movements for Mexican income tax purposes. They also have deferred income tax assets and liabilities denominated in the Mexican peso, which must be translated to U.S. dollars for financial reporting purposes. In addition, monetary assets and liabilities and certain nonmonetary assets and liabilities are adjusted for Mexican inflation for Mexican income tax purposes. We 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.
i
The
following table presents the net notional amounts of our foreign currency derivatives, excluding JVs.
The Condensed Consolidated Balance Sheets reflect the offsetting of net derivative positions and cash collateral with the same counterparty when a legal right of offset exists. iThe following tables provide the fair values of derivative instruments on the Condensed Consolidated Balance Sheets, including the amount of cash collateral receivables that were not offset, as the cash collateral was in excess of liability positions.
65
DERIVATIVE
INSTRUMENTS ON THE CONDENSED CONSOLIDATED BALANCE SHEETS
Deferred credits and
other liabilities: Deferred credits and other
Sempra Energy Consolidated:
Derivatives designated as hedging instruments:
Interest
rate and foreign exchange instruments(2)
$
i2
$
i—
$
(i3
)
$
(i147
)
Derivatives
not designated as hedging instruments:
Commodity contracts not subject to rate recovery
i153
i7
(i164
)
(i6
)
Associated
offsetting commodity contracts
(i133
)
(i3
)
i133
i3
Commodity
contracts subject to rate recovery
i64
i233
(i42
)
(i72
)
Associated
offsetting commodity contracts
(i6
)
(i2
)
i6
i2
Associated
offsetting cash collateral
i—
i—
i—
i2
Net
amounts presented on the balance sheet
i80
i235
(i70
)
(i218
)
Additional
cash collateral for commodity contracts
not subject to rate recovery
i19
i—
i—
i—
Additional
cash collateral for commodity contracts
subject to rate recovery
i33
i—
i—
i—
Total(3)
$
i132
$
i235
$
(i70
)
$
(i218
)
SDG&E:
Derivatives
designated as hedging instruments:
Interest rate instruments(2)
$
i—
$
i—
$
(i1
)
$
i—
Derivatives
not designated as hedging instruments:
Commodity contracts subject to rate recovery
i60
i233
(i37
)
(i72
)
Associated
offsetting commodity contracts
(i6
)
(i2
)
i6
i2
Associated
offsetting cash collateral
i—
i—
i—
i2
Net
amounts presented on the balance sheet
i54
i231
(i32
)
(i68
)
Additional
cash collateral for commodity contracts
subject to rate recovery
i28
i—
i—
i—
Total(3)
$
i82
$
i231
$
(i32
)
$
(i68
)
SoCalGas:
Derivatives
not designated as hedging instruments:
Commodity contracts subject to rate recovery
$
i4
$
i—
$
(i5
)
$
i—
Net
amounts presented on the balance sheet
i4
i—
(i5
)
i—
Additional
cash collateral for commodity contracts
subject to rate recovery
i5
i—
i—
i—
Total
$
i9
$
i—
$
(i5
)
$
i—
(1) Included
in Current Assets: Fixed-Price Contracts and Other Derivatives for SDG&E.
(2) Includes Otay Mesa VIE. All of SDG&E’s amounts relate to Otay Mesa VIE.
(3) Normal purchase contracts previously measured at fair value are excluded.
67
i
The
table below includes the effects of derivative instruments designated as cash flow hedges on the Condensed Consolidated Statements of Operations and in OCI and AOCI:
Amounts
include Otay Mesa VIE. All of SDG&E’s interest rate derivative activity relates to Otay Mesa VIE.
/
For Sempra Energy Consolidated, we expect that net losses of $i2 million,
which are net of income tax benefit, that are currently recorded in AOCI (including $i1 million of losses in NCI related to Otay Mesa VIE at SDG&E) related to cash flow hedges will be reclassified into earnings during the next 12 months as the hedged items affect earnings. SoCalGas expects that $i1
million of losses, net of income tax benefit, that are currently recorded in AOCI related to cash flow hedges will be reclassified into earnings during the next 12 months as the hedged items affect earnings. Actual amounts ultimately reclassified into earnings depend on the interest rates in effect when derivative contracts mature.
For all forecasted transactions, the maximum remaining term over which we are hedging exposure to the variability of cash flows at June 30, 2019 is approximately i13
years and less than one year for Sempra Energy Consolidated and SDG&E, respectively. The maximum remaining term for which we are hedging exposure to the variability of cash flows at our equity method investees is i15 years.
68
i
The
following table summarizes the effects of derivative instruments not designated as hedging instruments on the Condensed Consolidated Statements of Operations.
UNDESIGNATED DERIVATIVE IMPACTS
(Dollars
in millions)
Pretax gain (loss) on derivatives recognized in earnings
Three months ended June 30,
Six months ended June 30,
Location
2019
2018
2019
2018
Sempra
Energy Consolidated:
Foreign exchange instruments
Other Income (Expense), Net
$
i9
$
(i37
)
$
i19
$
i7
Commodity
contracts not subject
to rate recovery
Revenues: Energy-Related
Businesses
i17
i—
i17
(i9
)
Commodity
contracts subject
to rate recovery
Cost of Electric Fuel
and Purchased Power
(i27
)
i6
(i25
)
i8
Commodity
contracts subject
to rate recovery
Cost of Natural Gas
i—
i—
i2
i1
Total
$
(i1
)
$
(i31
)
$
i13
$
i7
SDG&E:
Commodity
contracts subject
to rate recovery
Cost of Electric Fuel
and Purchased Power
$
(i27
)
$
i6
$
(i25
)
$
i8
SoCalGas:
Commodity
contracts subject
to rate recovery
Cost of Natural Gas
$
i—
$
i—
$
i2
$
i1
/
CONTINGENT
FEATURES
For Sempra Energy Consolidated, 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 Energy Consolidated, the total fair value of this group of derivative instruments in a net liability position at June 30, 2019 and December 31, 2018 was $i7
million and $i16 million, respectively. For SoCalGas, the total fair value of this group of derivative instruments in a net liability position at June 30, 2019 and December 31, 2018 was $i2
million and $i5 million, respectively. At June 30, 2019, if the credit ratings of Sempra Energy or SoCalGas were reduced below investment grade, $i8
million and $i2 million, respectively, of additional assets could be required to be posted as collateral for these derivative contracts.
For Sempra Energy Consolidated, 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.
NOTE 9. iFAIR
VALUE MEASUREMENTS
We discuss the valuation techniques and inputs we use to measure fair value and the definition of the three levels of the fair value hierarchy in Note 1 of the Notes to Consolidated Financial Statements in the Annual Report.
69
RECURRING FAIR VALUE MEASURES
The three tables below, by level within the fair value hierarchy, set forth our financial assets and liabilities that were accounted for at fair value on a recurring basis at June 30, 2019 and December 31, 2018.
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. We have not changed the valuation techniques or types of inputs we use to measure recurring fair value since December 31, 2018.
The fair value of commodity derivative assets and liabilities is presented in accordance with our netting policy, as we discuss in Note 8 under “Financial Statement Presentation.”
The determination of fair values, shown in the tables below, incorporates various factors, including but not limited to, the credit
standing of the counterparties involved and the impact of credit enhancements (such as cash deposits, letters of credit and priority interests).
Our financial assets and liabilities that were accounted for at fair value on a recurring basis in the tables below include the following (other than a $i5 million investment at June 30, 2019
measured at net asset value):
▪
Nuclear decommissioning trusts reflect the assets of SDG&E’s NDT, excluding cash balances. 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 derivatives 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 long-term, fixed-price electricity positions at SDG&E, as we discuss below in “Level 3 Information.”
▪
Rabbi
Trust investments include marketable securities 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). These investments in marketable securities were negligible at both June 30, 2019 and December 31, 2018.
70
i
RECURRING
FAIR VALUE MEASURES – SEMPRA ENERGY CONSOLIDATED
Debt securities issued by the U.S. Treasury and other
U.S.
government corporations and agencies
i43
i10
i—
i53
Municipal
bonds
i—
i269
i—
i269
Other
securities
i—
i234
i—
i234
Total
debt securities
i43
i513
i—
i556
Total
nuclear decommissioning trusts(1)
i450
i517
i—
i967
Interest
rate and foreign exchange instruments
i—
i2
i—
i2
Commodity
contracts not subject to rate recovery
i—
i24
i—
i24
Effect
of netting and allocation of collateral(2)
i19
i—
i—
i19
Commodity
contracts subject to rate recovery
i2
i9
i278
i289
Effect
of netting and allocation of collateral(2)
i28
i—
i5
i33
Total
$
i499
$
i552
$
i283
$
i1,334
Liabilities:
Interest
rate and foreign exchange instruments
$
i—
$
i150
$
i—
$
i150
Commodity
contracts not subject to rate recovery
i—
i34
i—
i34
Commodity
contracts subject to rate recovery
i2
i5
i99
i106
Effect
of netting and allocation of collateral(2)
(i2
)
i—
i—
(i2
)
Total
$
i—
$
i189
$
i99
$
i288
(1)
Excludes
cash balances and cash equivalents.
(2)
Includes the effect of the contractual ability to settle contracts under master netting agreements and with cash collateral, as well as cash collateral not offset.
Debt securities issued by the U.S. Treasury and other
U.S.
government corporations and agencies
i43
i10
i—
i53
Municipal
bonds
i—
i269
i—
i269
Other
securities
i—
i234
i—
i234
Total
debt securities
i43
i513
i—
i556
Total
nuclear decommissioning trusts(1)
i450
i517
i—
i967
Commodity
contracts subject to rate recovery
i1
i6
i278
i285
Effect
of netting and allocation of collateral(2)
i23
i—
i5
i28
Total
$
i474
$
i523
$
i283
$
i1,280
Liabilities:
Interest
rate instruments
$
i—
$
i1
$
i—
$
i1
Commodity
contracts subject to rate recovery
i2
i—
i99
i101
Effect
of netting and allocation of collateral(2)
(i2
)
i—
i—
(i2
)
Total
$
i—
$
i1
$
i99
$
i100
(1)
Excludes
cash balances and cash equivalents.
(2)
Includes the effect of the contractual ability to settle contracts under master netting agreements and with cash collateral, as well as cash collateral not offset.
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
i
The table below sets forth reconciliations of changes in the fair value of CRRs and long-term, fixed-price electricity positions classified as Level 3 in the fair value hierarchy for Sempra Energy Consolidated and SDG&E.
Change
in unrealized gains (losses) relating to instruments still held at June 30
$
i9
$
(i4
)
/
(1)
Excludes
the effect of the contractual ability to settle contracts under master netting agreements.
Inputs used to determine the fair value of CRRs and fixed-price electricity positions are reviewed and compared with market conditions to determine reasonableness. SDG&E expects all costs related to these instruments to be recoverable through customer rates. As such, there is no impact to earnings from changes in the fair value of these instruments.
73
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
2019
$
(i8.57
)
to
$
i35.21
$
(i2.94
)
2018
(i7.25
)
to
i11.99
i0.09
The
impact associated with discounting is negligible. 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 higher (lower) fair value measurement. We summarize CRR volumes in Note 8.
Long-term, fixed-price electricity positions that are valued using significant unobservable data are classified as Level 3 because the contract terms relate to a delivery location or tenor for which observable market rate information is not available. iThe
fair value of the net electricity positions classified as Level 3 is derived from a discounted cash flow model using market electricity forward price inputs. The range and weighted-average price of these inputs at June 30 were as follows:
A
significant increase (decrease) in market electricity forward prices would result in a significantly higher (lower) fair value. We summarize long-term, fixed-price electricity position volumes in Note 8.
Realized gains and losses associated with CRRs and long-term electricity positions, which are recoverable in rates, are recorded in Cost of Electric Fuel and Purchased Power on the Condensed Consolidated Statements of Operations. Because unrealized gains and losses are recorded as regulatory assets and liabilities, they do not affect earnings.
Fair Value of Financial Instruments
The fair values of certain of our financial instruments (cash, accounts and notes receivable, short-term amounts due to/from unconsolidated affiliates, dividends and accounts payable, short-term debt and customer deposits) approximate their carrying amounts
because of the short-term nature of these instruments. Investments in life insurance contracts that we hold in support of our Supplemental Executive Retirement, Cash Balance Restoration and Deferred Compensation Plans are carried at cash surrender values, which represent the amount of cash that could be realized under the contracts. iThe following table provides the carrying amounts and fair values of certain other financial instruments that are not recorded at fair value on the Condensed Consolidated Balance Sheets.
Long-term amounts due from unconsolidated affiliates
$
i644
$
i—
$
i648
$
i4
$
i652
Long-term
amounts due to unconsolidated affiliates
i37
i—
i35
i—
i35
Total
long-term debt(2)(5)
i21,340
i—
i20,616
i247
i20,863
SDG&E:
Total
long-term debt(2)(6)
$
i4,996
$
i—
$
i4,897
$
i220
$
i5,117
SoCalGas:
Total
long-term debt(7)
$
i3,459
$
i—
$
i3,505
$
i—
$
i3,505
(1)
Before
reductions of unamortized discount and debt issuance costs of $i228 million and excluding finance lease obligations of $i1,280 million.
(2)
Level
3 instruments includes$i211 millionand$i220
millionat June 30, 2019 andDecember 31, 2018, respectively, related to Otay Mesa VIE.
(3)
Before reductions of unamortized discount and debt issuance costs of $i52
million and excluding finance lease obligations of $i1,270 million.
(4)
Before reductions of unamortized discount and debt issuance costs of $i35
million and excluding finance lease obligations of $i10 million.
(5)
Before reductions of unamortized discount and debt issuance costs of $i206
million and excluding build-to-suit and capital lease obligations of $i1,413 million.
(6)
Before reductions of unamortized discount and debt issuance costs of $i49
million and excluding capital lease obligations of $i1,272 million.
(7)
Before reductions of unamortized discount and debt issuance costs of $i32
million and excluding capital lease obligations of $i3 million.
We provide the fair values for the securities held in the NDT related to SONGS in Note 10.
NOTE
10. SAN ONOFRE NUCLEAR GENERATING STATION
We provide below updates to ongoing matters related to SONGS, a nuclear generating facility near San Clemente, California that ceased operations in June 2013, and in which SDG&E has a 20-percent ownership interest. We discuss SONGS further in Note 15 of the Notes to Consolidated Financial Statements in the Annual Report.
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. 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 majority
of the dismantlement work is expected to take i10 years. The spent fuel is currently being stored on-site, until the DOE identifies a spent fuel storage facility and puts in place a program for the fuel’s disposal, as we discuss below. SDG&E is responsible for approximately i20
percent of the total contract price.
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. The amounts 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
75
CPUC regulations. The NDT assets are presented on the Sempra Energy and SDG&E Condensed 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. SDG&E has received authorization from the CPUC to access NDT funds of up to $i455 million for 2013 through 2019 (2019 forecasted) SONGS decommissioning costs. This includes up to $i93
million authorized by the CPUC in January 2019 to be withdrawn from the NDT for forecasted 2019 SONGS Units 2 and 3 costs as decommissioning costs are incurred.
In December 2016, the IRS and the U.S. Department of the Treasury issued proposed 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 proposed regulations state that costs related to the construction and maintenance of independent spent fuel management installations are included in the definition of “nuclear decommissioning costs.” The proposed regulations will be effective prospectively once they are finalized; however, the IRS has stated that it will not challenge taxpayer positions consistent with the proposed regulations for taxable years ending on or after the date the proposed regulations were issued. SDG&E
is awaiting the adoption of, or additional refinement to, the proposed regulations before determining whether the proposed regulations will allow SDG&E to access the NDT funds for reimbursement or payment of the spent fuel management costs incurred in 2017 and subsequent years. Further clarification of the proposed regulations could enable SDG&E to access the NDT to recover spent fuel management 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. The IRS held public hearings on the proposed regulations in October 2017. It is unclear when clarification of the proposed regulations might be provided or when the proposed regulations will be finalized.
i
The
following table shows the fair values and gross unrealized gains and losses for the securities held in the NDT. We provide additional fair value disclosures for the NDT in Note 9.
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 Energy’s and SDG&E’s Condensed Consolidated Balance Sheets. We determine the cost of securities in the trusts on the basis of specific identification.
ASSET RETIREMENT OBLIGATION AND SPENT NUCLEAR FUEL
SDG&E’s ARO related to decommissioning costs for the SONGS units was $i611
million at June 30, 2019. That amount includes the cost to decommission Units 2 and 3, and the remaining cost to complete the decommissioning of Unit 1, which is substantially complete. The ARO for all three units is based on a cost study prepared in 2017 that 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. SDG&E’s share of total decommissioning costs in 2019 dollars is approximately $i834
million.
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 or temporarily in spent fuel pools. In October 2015, the California Coastal Commission approved Edison’s application for the proposed expansion of the ISFSI at SONGS. The ISFSI expansion began construction in 2016 and the transfer of the spent nuclear fuel from Units 2 and 3 to the ISFSI began in 2018. Edison suspended this transfer on August 3, 2018 due to an incident that occurred when a spent fuel canister was getting loaded into the ISFSI. The incident did not result in any harm to the public or workers and the canister was subsequently safely loaded into the ISFSI. In May 2019, the NRC completed its on-site inspection activities
noting that it was satisfied with the corrective actions taken in response to the August 3, 2018 incident and had no objection to the resumption of spent fuel transfer operations. On July 10, 2019, the NRC released a supplemental inspection report affirming that Edison addressed previously identified issues regarding its fuel transfer operations to the NRC’s satisfaction. Edison resumed spent fuel transfer operations in July 2019. The ISFSI will operate until 2049, 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. 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. However, it is unclear whether Edison will enter into a new settlement with the DOE or pursue litigation claims for spent fuel management costs incurred on or after January 1, 2017.
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 $i450
million in coverage limits, the maximum amount available, including coverage for acts of terrorism. In addition, the Price-Anderson Act provides an additional $i110 million of coverage. If a nuclear liability loss occurs at SONGS and exceeds the $i450
million insurance limit, this additional coverage would be available to provide a total of $i560 million in coverage limits per incident.
The SONGS owners, including SDG&E, also maintain nuclear property damage insurance at $i1.5
billion, with a $i500 million property damage sublimit on the ISFSI, which exceeds the minimum federal requirements of $i1.06
billion. This insurance coverage is provided through NEIL. The NEIL policies have specific exclusions and limitations that can result in reduced or eliminated coverage. Insured members as a group are subject to retrospective premium assessments to cover losses sustained by
77
NEIL under all issued policies. SDG&E could be assessed up to $i10.4
million of retrospective premiums based on overall member claims.
The nuclear property insurance program includes an industry aggregate loss limit for non-certified acts of terrorism (as defined by the Terrorism Risk Insurance Act) of $i3.24 billion. This is the maximum amount that will be paid to insured members who suffer losses or damages from these non-certified terrorist
acts.
NOTE 11. iCOMMITMENTS
AND CONTINGENCIES
i
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 applicable insurance coverage and could materially adversely affect our business, cash flows, results of operations, financial condition and prospects. Unless otherwise indicated,
we are unable to estimate reasonably possible losses in excess of any amounts accrued.
At June 30, 2019, loss contingency accruals for legal matters, including associated legal fees, that are probable and estimable were $i107 million for Sempra Energy Consolidated, including $i59
million for SoCalGas. Amounts for Sempra Energy and SoCalGas include $i54 million for matters related to the Aliso Canyon natural gas storage facility gas leak, which we discuss below.
SDG&E
2007 Wildfire Litigation and Net Cost Recovery Status
SDG&E
has resolved all civil litigation associated with three wildfires that occurred in October 2007.
As a result of a CPUC decision denying SDG&E’s request to recover wildfire costs, SDG&E wrote off the wildfire regulatory asset, resulting in a charge of $i351 million ($i208
million after-tax) in the third quarter of 2017. SDG&E continues to pursue recovery of these costs, which were incurred through settling claims brought under the doctrine of inverse condemnation. SDG&E applied to the CPUC for rehearing of its decision on January 2, 2018. On July 12, 2018, the CPUC adopted a decision denying the rehearing requests filed by SDG&E and other parties. On August 3, 2018, SDG&E filed an appeal with the California Court of Appeal seeking to reverse the CPUC’s decision. The filing also asked the court to direct the CPUC to award SDG&E recovery for payments made to settle inverse condemnation claims and limit any reasonableness review to the amounts of those payments. On November 13, 2018, the California
Court of Appeal denied SDG&E’s petition. On November 26, 2018, SDG&E filed an appeal with the California Supreme Court seeking to reverse the decisions of the CPUC and the California Court of Appeal. In January 2019, the California Supreme Court denied SDG&E’s petition. On April 30, 2019, SDG&E filed an appeal with the U.S. Supreme Court seeking to reverse the CPUC’s decision.
SoCalGas
Aliso Canyon Natural Gas Storage Facility Gas Leak
On October 23, 2015, SoCalGas discovered a leak at one of its injection-and-withdrawal wells, SS25, at its Aliso Canyon natural gas storage facility, located in the northern part of the San Fernando Valley in Los Angeles County. The Aliso
Canyon natural gas storage facility has been operated by SoCalGas since 1972. SS25 is one of more than 100 injection-and-withdrawal wells at the storage facility. SoCalGas worked closely with several of the world’s leading experts to stop the Leak, and on February 18, 2016, DOGGR confirmed that the well was permanently sealed. SoCalGas calculated that approximately i4.62
Bcf of natural gas was released from the Aliso Canyon natural gas storage facility as a result of the Leak.
As discussed in “Cost Estimates and Accounting Impact” below, SoCalGas incurred significant costs for temporary relocation, to control the well and to stop the Leak, as well as to purchase natural gas to replace that lost through the Leak. As discussed in “Local Community Mitigation Efforts” below, during the Leak and in the months following the sealing of the well, SoCalGas provided support to nearby residents who wished to temporarily relocate as a result of the Leak. These programs ended in July 2016.
78
SoCalGas has additionally incurred significant costs to defend against and,
in certain cases settle, civil and criminal litigation arising from the Leak; to pay the costs of the government-ordered response to the Leak including the costs for an independent third party to conduct a root cause analysis to investigate the technical cause of the Leak; to respond to various government and agency investigations regarding the Leak, and to comply with increased regulation imposed as a result of the Leak. As further described below in “Civil and Criminal Litigation,”“Regulatory Proceedings” and “Governmental Investigations and Orders and Additional Regulation,” these activities are ongoing and SoCalGas anticipates that it will incur additional such costs, which may also be significant.
Local Community Mitigation Efforts. Pursuant to a directive by the DPH and orders by the LA Superior Court, SoCalGas provided temporary relocation support
to residents in the nearby community who requested it. Following the permanent sealing of the well, the DPH conducted testing in certain homes in the Porter Ranch community and concluded that indoor conditions did not present a long-term health risk and that it was safe for those residents to return home.
In May 2016, the DPH also issued a directive that SoCalGas additionally professionally clean the homes of all residents located within the Porter Ranch Neighborhood Council boundary, or who participated in the relocation program, or who are located within a five-mile radius of the Aliso Canyon natural gas storage facility and experienced symptoms from the Leak (the Directive). SoCalGas disputed the Directive as invalid and unenforceable, and filed a petition for writ of mandate to set aside the Directive. The Directive was settled and SoCalGas’ petition was dismissed pursuant to the Government Plaintiffs Settlement that
we discuss below in “Civil and Criminal Litigation.”
The costs incurred to remediate and stop the Leak and to mitigate local community impacts have been significant and may increase, and we may be subject to potentially significant damages, restitution, and civil, administrative and criminal fines, penalties and other costs. If any of these costs are not covered by insurance (including any costs in excess of applicable policy limits), if there are significant delays in receiving insurance recoveries, or if the insurance recoveries are subject to income taxes while the associated costs are not tax deductible, such amounts could have a material adverse effect on SoCalGas’ and Sempra Energy’s cash flows, financial condition and results of operations.
Civil and Criminal Litigation. As of July 29, 2019,
i395 lawsuits, including approximately i36,000
plaintiffs, are pending against SoCalGas, some of which have also named Sempra Energy. The reduction in the number of plaintiffs resulted from a number of factors including the plaintiffs’ counsels’ reconciliation of duplicative claims as well as dismissals of certain plaintiffs who failed to prosecute their claims. All these cases, other than a matter brought by the Los Angeles County District Attorney and the federal securities class action discussed below, are coordinated before a single court in the LA Superior Court for pretrial management (the Coordination Proceeding).
Pursuant to the Coordination Proceeding, in November 2017, the individuals and business entities asserting tort and Proposition 65 claims filed a Third Amended Consolidated Master Case Complaint for Individual Actions, through which their separate lawsuits will be managed for pretrial purposes. The consolidated complaint asserts causes of action for negligence,
negligence per se, private and public nuisance (continuing and permanent), trespass, inverse condemnation, strict liability, negligent and intentional infliction of emotional distress, fraudulent concealment, loss of consortium, wrongful death and violations of Proposition 65 against SoCalGas, with certain causes also naming Sempra Energy. The consolidated complaint seeks compensatory and punitive damages for personal injuries, lost wages and/or lost profits, property damage and diminution in property value, injunctive relief, costs of future medical monitoring, civil penalties (including penalties associated with Proposition 65 claims alleging violation of requirements for warning about certain chemical exposures), and attorneys’ fees. The court has scheduled an initial trial for June 24, 2020 for a small number of randomly selected individual plaintiffs.
In January 2017,
pursuant to the Coordination Proceeding, itwo consolidated class action complaints were filed against SoCalGas and Sempra Energy, ione
on behalf of a putative class of persons and businesses who own or lease real property within a five-mile radius of the well (the Property Class Action), and a second on behalf of a putative class of all persons and entities conducting business within five miles of the facility (the Business Class Action). Both complaints assert claims for strict liability for ultra-hazardous activities, negligence and violation of the California Unfair Competition Law. The Property Class Action also asserts claims for negligence per se, trespass, permanent and continuing public and private nuisance, and inverse condemnation. The Business Class Action also asserts a claim for negligent interference with prospective economic advantage. Both complaints seek compensatory, statutory and punitive damages, injunctive relief and attorneys’ fees. In December 2017, the California Court of Appeal, Second Appellate District ruled that the purely economic damages alleged in the Business Class Action
are not recoverable under the law. In May 2019, the California Supreme Court affirmed the ruling.
Complaints by property developers were filed in 2017 and 2018 against SoCalGas and Sempra Energy alleging causes of action for strict liability, negligence per se, negligence, continuing nuisance, permanent nuisance and violation of the California Unfair Competition Law, as well as claims for negligence against certain directors of SoCalGas. The complaints seek compensatory, statutory and punitive damages, injunctive relief and attorneys’ fees. These claims are also joined in the Coordination Proceeding.
79
In addition to the lawsuits described above, in October 2018 and January 2019, complaints were filed
on behalf of i51 plaintiffs who are firefighters stationed near the Aliso Canyon natural gas storage facility and allege they were injured by exposure to chemicals released during the Leak. The complaints against SoCalGas and Sempra Energy assert causes of actions for negligence, negligence per se,
private and public nuisance (continuing and permanent), trespass, inverse condemnation, strict liability, negligent and intentional infliction of emotional distress, fraudulent concealment and loss of consortium. The complaints seek compensatory and punitive damages for personal injuries, lost wages and/or lost profits, property damage and diminution in property value, and attorney’s fees. These claims are also joined in the Coordination Proceeding.
In addition, a federal securities class action alleging violation of the federal securities laws has been filed against Sempra Energy and certain of its officers and certain of its directors in the U.S. District Court for the Southern District of California. In March 2018, the court dismissed the action with prejudice, and in December 2018 the court denied the plaintiffs’ request for reconsideration of that order. The plaintiffs filed a notice of appeal of
the dismissal and, subsequently, a second request for reconsideration of the order based on the May 2019 report by Blade regarding the root cause analysis of the Leak, which we discuss below.
Five shareholder derivative actions are also pending in the Coordination Proceeding alleging breach of fiduciary duties against certain officers and certain directors of Sempra Energy and/or SoCalGas, four of which were joined in a Consolidated Shareholder Derivative Complaint in August 2017.
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actions by public entities were filed in the Coordination Proceeding, including complaints by the County of Los Angeles, on behalf of itself and the people of the State of California, the California Attorney General, acting in an independent capacity and on behalf of the people of the State of California and the CARB, and the Los Angeles City Attorney alleging public nuisance, unfair competition, and violations of California Health and Safety Code provisions regarding discharge of contaminants, among other things, which sought injunctive relief, abatement, civil penalties and damages.
Additionally, the County of Los Angeles filed a petition against DOGGR and its State Oil and Gas Supervisor and the CPUC and its Executive Director, as to which SoCalGas is the real party in interest, alleging that they failed to comply with the provisions of SB 380 in authorizing the resumption of injections of natural gas at the Aliso Canyon
natural gas storage facility, and seeking a writ of mandate requiring DOGGR and the State Oil and Gas Supervisor to comply with SB 380 and the California Environmental Quality Act, as well as declaratory and injunctive relief against any authorization to inject natural gas and attorneys’ fees.
In August 2018, SoCalGas entered into a settlement agreement with the Los Angeles City Attorney’s Office, the County of Los Angeles, the California Office of the Attorney General and CARB (collectively, the Government Plaintiffs) to settle the ithree
public entity actions and the Directive for payments and funding for environmental projects totaling $i120 million, including $i21
million in civil penalties (the Government Plaintiffs Settlement). Under the settlement agreement, SoCalGas also agreed to continue its fence-line methane monitoring program, establish a safety committee and hire an independent ombudsman to monitor and report on the safety at the facility. This settlement also fully resolves SoCalGas’ commitment to mitigate the actual natural gas released during the Leak and fulfills the requirements of the Governor’s Order, described below, for SoCalGas to pay for a mitigation program developed by CARB. The Government Plaintiffs Settlement was approved by the LA Superior Court in February 2019.
Separately, in February 2016, the Los Angeles County District Attorney’s Office filed a misdemeanor criminal complaint against SoCalGas seeking penalties and other remedies for alleged failure to provide timely notice of the Leak pursuant to California Health and Safety
Code section 25510(a), Los Angeles County Code section 12.56.030, and Title 19 California Code of Regulations section 2703(a), and for allegedly violating California Health and Safety Code section 41700 prohibiting discharge of air contaminants that cause annoyance to the public. Pursuant to a settlement agreement with the Los Angeles County District Attorney’s Office, SoCalGas agreed to plead no contest to the notice charge under Health and Safety Code section 25510(a) and agreed to pay the maximum fine of $i75,000,
penalty assessments of approximately $i233,500, and operational commitments estimated to cost approximately $i6
million, reimbursements and assessments in exchange for the Los Angeles County District Attorney’s Office moving to dismiss the remaining counts at sentencing and settling the complaint (the District Attorney Settlement). In November 2016, SoCalGas completed the commitments and obligations under the District Attorney Settlement, and on November 29, 2016, the LA Superior Court approved the settlement and entered judgment on the notice charge. Certain individuals who object to the settlement petitioned the Court of Appeal to vacate the judgment, contending they should be granted restitution. In July 2019, the Court of Appeal denied the petition in part, but remanded the matter to the trial court to permit the petitioners to prove damages stemming only from the three-day delay in reporting the Leak.
The costs of defending against these civil and
criminal lawsuits, and any damages, restitution, and civil, administrative and criminal fines, penalties and other costs, if awarded or imposed, as well as the costs of mitigating the actual natural gas released, could be significant. If any of these costs are not covered by insurance (including any costs in excess of applicable policy limits),
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if there are significant delays in receiving insurance recoveries, or if the insurance recoveries are subject to income taxes while the associated costs are not tax deductible, such amounts could have a material adverse effect on SoCalGas’ and Sempra Energy’s cash flows, financial condition and results of operations.
Regulatory Proceedings.
In January 2016, DOGGR and the CPUC selected Blade to conduct, under their supervision, an independent analysis of the technical root cause of the Leak, to be funded by SoCalGas. In May 2019, Blade released its report regarding its root cause analysis of the Leak. The report concludes that the Leak occurred on the morning of October 23, 2015, beginning with an axial rupture of the production casing of the well caused by external microbial corrosion as a result of contact with groundwater, followed within hours by the complete separation of the casing. Blade asserts that attempts to stop the Leak were unsuccessful due to insufficient kill fluid density and pump rates. Blade’s report assesses whether SoCalGas complied with gas storage regulations in existence at the time of the Leak, and did not identify any instances of non-compliance by SoCalGas. Blade concludes that SoCalGas’ compliance activities conducted prior to
the Leak did not find indications of a casing integrity issue. In Blade’s opinion, however, there were measures, none of which were required by gas storage regulations at the time, that could have been taken to aid in the early identification of corrosion and that, in Blade’s opinion, would have prevented or mitigated the Leak. The report also identified well safety practices and regulations that have been adopted by DOGGR and implemented by SoCalGas, which address most of the root cause of the Leak identified during Blade’s investigation.
In February 2017, the CPUC opened a proceeding pursuant to SB 380 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. The CPUC indicated it intends to conduct the proceeding in two phases, with Phase 1 undertaking a comprehensive effort to develop the appropriate
analyses and scenarios to evaluate the impact of reducing or eliminating the use of the Aliso Canyon natural gas storage facility and Phase 2 using those analyses and scenarios to evaluate the impacts of reducing or eliminating the use of the Aliso Canyon natural gas storage facility.
The order establishing the scope of the proceeding expressly excludes issues with respect to air quality, public health, causation, culpability or cost responsibility regarding the Leak. In January 2019, the CPUC concluded Phase 1 of the proceeding by establishing 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. Phase 2 of the proceeding, which will evaluate the impacts of reducing or eliminating the Aliso Canyon natural gas storage facility using the established framework and models, began in the first quarter
of 2019. The CPUC has indicated that it expects to issue its report in 2020.
In June 2019, the CPUC opened an OII to consider penalties against SoCalGas for the Leak. The proceeding will determine whether SoCalGas violated any laws, CPUC orders or decisions, rules or requirements in connection with the Leak. The CPUC stated that its OII was in response to the report issued by Blade regarding its root cause analysis of the Leak.
The costs to respond to this investigation and any sanctions, fines or penalties imposed by the CPUC could be significant and may not be covered completely by insurance (including costs in excess of applicable policy limits). Such amounts could have a material adverse effect on SoCalGas’ and Sempra Energy’s cash flows, financial condition and results of operations.
Governmental Investigations and Orders and Additional
Regulation. Various governmental agencies, including DOE, DOGGR, DPH, South Coast Air Quality Management District, CARB, Los Angeles Regional Water Quality Control Board, California Division of Occupational Safety and Health, CPUC, PHMSA, EPA, Los Angeles County District Attorney’s Office and California Attorney General’s Office, have investigated or are investigating this incident.
In January 2016, the Governor of the State of California proclaimed a state of emergency in Los Angeles County due to the Leak. The proclamation ordered various actions with respect to the Leak, including: (1) applicable agencies must convene an independent panel of scientific and medical experts to review public health concerns stemming from the Leak and evaluate whether additional measures are needed to protect public health; (2) the CPUC must ensure that SoCalGas covers costs related to the Leak and its response while
protecting ratepayers; (3) CARB must develop a program, to be funded by SoCalGas, to fully mitigate the Leak’s emissions of methane; and (4) DOGGR, CPUC, CARB and the CEC must submit to the Governor’s Office a report that assesses the long-term viability of natural gas storage facilities in California.
In March 2016, CARB issued its “Aliso Canyon Methane Leak Climate Impacts Mitigation Program” recommending a program to fully mitigate the emissions from the Leak. In October 2016, CARB issued a report concluding that SoCalGas should mitigate i109,000
metric tons of methane to fully mitigate the GHG impacts of the Leak. The Government Plaintiffs Settlement described above satisfies the mitigation requirement of the Governor’s emergency proclamation.
Cost Estimates and Accounting Impact. At June 30, 2019, SoCalGas estimates its costs related to the Leak are $i1,082
million(the cost estimate), which includes $i1,053 million of costs recovered or probable of recovery from insurance. Approximately i52percent of the cost estimate is for the temporary relocation program (including cleaning costs and certain labor costs). The remaining portion of the cost estimate includes costs incurred to defend litigation, the costs of the government-ordered response to
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the Leak including the costs for an independent third party to conduct a root cause analysis, efforts to control the well, to mitigate the actual natural gas released, the cost of replacing the lost gas, and other costs, as well as the estimated costs to settle certain actions. SoCalGas adjusts the cost estimate as additional information becomes available. A substantial portion of the cost estimate has been paid, and $i46
millionis accrued in Reserve for Aliso Canyon Costs and$i9 millionis accrued in Deferred Credits and Other as ofJune 30, 2019 on SoCalGas’ and Sempra Energy’s Condensed Consolidated
Balance Sheets.
As of June 30, 2019, we recorded the expected recovery of the cost estimate related to the Leak of $i381 million as Insurance Receivable for Aliso Canyon Costs on SoCalGas’ and Sempra Energy’s
Condensed Consolidated Balance Sheets. This amount is net of insurance retentions and $i672 million of insurance proceeds we received through June 30, 2019. The Insurance Receivable for Aliso Canyon Costs and insurance proceeds received
to date relate to portions of the cost estimate described above, including temporary relocation and associated processing costs, control-of-well expenses, costs of the government-ordered response including for an independent third party to conduct a root cause analysis, the costs to settle certain claims as described above, the estimated costs to perform obligations pursuant to settlement of some of those claims, legal costs and lost gas. If we were to conclude that this receivable or a portion of it is no longer probable of recovery from insurers, some or all of this receivable would be charged against earnings, which could have a material adverse effect on SoCalGas’ and Sempra Energy’s cash flows, financial condition and results of operations.
As described in “Civil and Criminal Litigation” above, the actions seek compensatory,
statutory and punitive damages, restitution, and civil, administrative and criminal fines, penalties and other costs, which, except for the amounts paid or estimated to settle certain actions as described above, are not included in the cost estimate as it is not possible at this time to predict the outcome of these actions or reasonably estimate the amount of damages, restitution or civil, administrative or criminal fines, penalties or other costs that may be imposed. The recorded amounts above also do not include future legal costs necessary to defend litigation, and other potential costs that we currently do not anticipate incurring or that we cannot reasonably estimate. Furthermore, the cost estimate does not include any sanctions, fines, penalties or other costs that may be imposed by the CPUC in connection with the OII opened in June 2019 and certain other costs incurred by Sempra Energy associated with defending against
shareholder derivative lawsuits.
Insurance. Excluding directors’ and officers’ liability insurance, we have at least four kinds of insurance policies that together we estimate provide between $i1.2 billion to $i1.4
billion in insurance coverage, depending on the nature of the claims. We cannot predict all of the potential categories of costs or the total amount of costs that we may incur as a result of the Leak. Subject to various policy limits, exclusions and conditions, based on what we know as of the filing date of this report, we believe that our insurance policies collectively should cover the following categories of costs: costs incurred for temporary relocation and associated processing costs (including cleaning costs and certain labor costs), costs to address the Leak and stop or reduce emissions, costs of the government-ordered response to the Leak including the costs for an independent third party to conduct a root cause analysis, the value of lost gas, costs incurred to mitigate the actual natural gas released, costs associated with litigation and claims by nearby residents and businesses, and, in some circumstances depending on their nature
and manner of assessment, fines and penalties. We have been communicating with our insurance carriers and, as discussed above, we have received insurance payments for portions of the costs described above, including temporary relocation and associated processing costs, control-of-well expenses, legal costs and lost gas. We intend to pursue the full extent of our insurance coverage for the costs we have incurred or may incur. There can be no assurance that we will be successful in obtaining additional insurance recovery for these costs, and to the extent we are not successful in obtaining coverage or these costs exceed the amount of our coverage, such costs could have a material adverse effect on SoCalGas’ and Sempra Energy’s cash flows, financial condition and results of operations.
At June 30, 2019, SoCalGas’ estimate of costs
related to the Leak of $i1,082 million include $i1,053
million of costs recovered or probable of recovery from insurance. This estimate may rise significantly as more information becomes available. Costs not included in the $i1,082 million cost estimate could be material. If any costs are not covered by insurance (including any costs in excess of applicable policy limits), if there
are significant delays in receiving insurance recoveries, or if the insurance recoveries are subject to income taxes while the associated costs are not tax deductible, such amounts could have a material adverse effect on SoCalGas’ and Sempra Energy’s cash flows, financial condition and results of operations.
Natural Gas Storage Operations and Reliability.Natural gas withdrawn from storage is important for service reliability during peak demand periods, including peak electric generation needs in the summer and heating needs in the winter. The Aliso Canyon natural gas storage facility, with a capacity of i86
Bcf (representing i63 percent of SoCalGas’ natural gas storage capacity), is the largest SoCalGas storage facility and an important element of SoCalGas’ delivery system. As a result of the Leak, SoCalGas suspended injection of natural gas into the Aliso Canyon natural gas storage facility beginning in October 2015, and following a comprehensive
safety review and authorization by DOGGR and the CPUC’s Executive Director, resumed limited injection operations in July 2017.
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During the suspension period, SoCalGas advised the California ISO, CEC, CPUC and PHMSA of its concerns that the inability to inject natural gas into the Aliso Canyon natural gas storage facility posed a risk to energy reliability in Southern California. Following the resumption of injection operations, the CPUC has issued a series of directives to SoCalGas specifying the range of working gas to be maintained in the Aliso Canyon natural gas storage facility to help ensure safety and reliability for the region and just and reasonable rates in California, the most recent of which, issued in July 2018, directed SoCalGas to
maintain up to i34 Bcf of working gas. Limited withdrawals of natural gas from the facility were made in 2018 and 2019 to augment natural gas supplies during critical demand periods. In July 2019, the CPUC issued a revised protocol authorizing withdrawals of natural gas from the facility if gas supply is low in the region, to maintain system reliability and price stability.
If the Aliso Canyon natural gas storage facility were to be permanently closed, or if future cash flows were otherwise insufficient to recover its carrying value, it could result in an impairment of the facility and significantly higher than expected operating costs and/or additional capital expenditures, and natural gas reliability and electric generation could be jeopardized. At June 30, 2019, the Aliso Canyon natural gas storage facility had a net book value of $i762
million. Any significant impairment of this asset could have a material adverse effect on SoCalGas’ and Sempra Energy’s results of operations for the period in which it is recorded. Higher operating costs and additional capital expenditures incurred by SoCalGas may not be recoverable in customer rates and could have a material adverse effect on SoCalGas’ and Sempra Energy’s cash flows, financial condition and results of operations.
Sempra Mexico
Property Disputes and Permit Challenges
Energía Costa Azul. IEnova has been engaged in a long-running land dispute relating to property adjacent to its ECA LNG terminal near Ensenada, Mexico. A claimant to the adjacent property filed complaints in the federal Agrarian Court challenging the refusal of SEDATU in 2006
to issue a title to him for the disputed property. In November 2013, the federal Agrarian Court ordered that SEDATU issue the requested title and cause it to be registered. Both SEDATU and IEnova challenged the ruling, due to lack of notification of the underlying process. In May 2019, a federal court in Mexico reversed the ruling. IEnova expects additional proceedings regarding the claims.
Several administrative challenges are pending in Mexico before the Mexican environmental protection agency and the Federal Tax and Administrative Courts seeking revocation of the environmental impact authorization issued to ECA 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.
Additionally, in August
2018, a claimant filed a challenge in the federal district court in Ensenada, Baja California in relation to the environmental and social impact permits issued to ECA in September 2017 and December 2017, respectively, to allow natural gas liquefaction activities at the ECA LNG terminal. The court issued a provisional injunction on September 28, 2018 and maintained that provisional injunction at an April 11, 2019 hearing. In December 2018, the relevant Mexican regulators approved modifications to the environmental permit that facilitate the development of the proposed natural gas liquefaction facility at the ECA LNG terminal in two phases. On May 17, 2019, the court canceled the provisional injunction. The claimant has appealed the court’s decision. That appeal and the claimant’s underlying challenge to the permits remain
pending.
Cases involving two parcels of real property have been filed against ECA. In one case, filed in the federal Agrarian Court in 2006, the plaintiffs seek to annul the recorded property title for a parcel on which the ECA LNG terminal is situated and to obtain possession of a different parcel that allegedly sits in the same place. Another civil complaint filed in the state court was served in April 2012 seeking to invalidate the contract by which ECA purchased another of the terminal parcels, on the grounds the purchase price was unfair; the plaintiff filed a second complaint in 2013 in the federal Agrarian Court seeking an order that SEDATU issue title to her. In January 2016, the federal Agrarian Court ruled against the plaintiff, and the plaintiff appealed the ruling. In May 2018, the state court dismissed the civil complaint, and the plaintiff has appealed. IEnova expects further proceedings
on these two matters.
An unfavorable final decision on these property disputes or permit challenges could materially and adversely affect our existing natural gasification operations and our planned natural gas liquefaction projects currently in development at ECA.
Guaymas-El Oro Segment of the Sonora Pipeline. IEnova’s Sonora natural gas pipeline consists of two segments, the Sasabe-Puerto Libertad-Guaymas segment, and the Guaymas-El Oro segment. Each segment has its own service agreement with the CFE. In 2015, the Yaqui tribe, with the exception of some members living in the Bácum community, granted its consent and a right-of-way easement agreement for the construction of the Guaymas-El Oro segment of the Sonora natural gas pipeline that crosses its territory. Representatives of the Bácum community filed a legal challenge in Mexican federal court demanding
the right to withhold consent for the project, the stoppage of work in the Yaqui territory and damages. In 2016, the judge granted a suspension order that prohibited the construction of such segment through the Bácum community territory. Because the pipeline does not pass
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through the Bácum community, IEnova did not believe the 2016 suspension order prohibited construction in the remainder of the Yaqui territory. Construction of the Guaymas-El Oro segment was completed, and commercial operations began in May 2017.
Following the start of commercial operations of the Guaymas-El Oro segment, IEnova reported damage to the Guaymas-El Oro segment of the Sonora pipeline in the Yaqui territory that has made
that section inoperable since August 23, 2017 and, as a result, IEnova declared a force majeure event. In 2017, an appellate court ruled that the scope of the 2016 suspension order encompassed the wider Yaqui territory, which has prevented IEnova from making repairs to put the pipeline back in service. On July 10, 2019, a federal district court ruled in favor of IEnova and held that the Yaqui tribe was properly consulted and that consent from the Yaqui tribe was properly received. If representatives of the Bácum community appeal this decision, the suspension order preventing IEnova from repairing the damage to the Guaymas-El Oro segment of the Sonora pipeline in the Yaqui territory will remain in place until the appeals process is exhausted.
IEnova exercised its rights under the contract, which included seeking force majeure
payments for the two-year period such force majeure payments were required to be made, which ends on August 22, 2019. Under the contract and prior to the expiration of the force majeure period, IEnova may terminate the contract and seek to recover its reasonable and documented costs and lost profits.
In July 2019, the CFE filed a request for arbitration generally to nullify certain contract terms that provide for fixed capacity payments in instances of force majeure and made a demand for substantial damages in connection with the force majeure event.
If IEnova is unable to reach a satisfactory and timely resolution through negotiations or arbitration or if IEnova terminates the contract and is unable to obtain recovery, there may be a material adverse impact on Sempra Energy’s results of operations and cash flows and our ability
to recover the carrying value of our investment. The Sasabe-Puerto Libertad-Guaymas segment of the Sonora pipeline remains in full operation and is not impacted by these developments.
Sur de Texas-Tuxpan Marine Pipeline. Sempra Mexico has a 40-percent interest in IMG, a JV with a subsidiary of TC Energy to build, own and operate the Sur de Texas-Tuxpan natural gas marine pipeline in Mexico. The JV has an agreement to provide the CFE with natural gas transportation services under a i25-year
agreement, denominated in U.S. dollars. IMG previously received force majeure payments from the CFE from November 2018 through April 2019, after construction delays extended the commercial operation date. Construction and commissioning activities on the pipeline were completed in June 2019, and IMG is awaiting acceptance of the in-service date by the CFE in order to begin transportation service under the gas transportation contract. In June 2019, the CFE filed a request for arbitration generally to nullify certain contract terms that provide for fixed capacity payments in instances of force majeure and made a demand for substantial damages in connection with the force majeure event. To date, the CFE has declined to issue the certificate needed to allow the pipeline to enter commercial operation. IEnova and TC Energy are in active discussions with the CFE and the outcome of the discussions and arbitration remains uncertain. If IEnova and TC Energy are unable to reach
a satisfactory and timely resolution through discussions or arbitration, there may be a material adverse impact on Sempra Energy’s results of operations and cash flows and our ability to recover the carrying value of our investment.
Other Litigation
Sempra Energy holds an NCI in RBS Sempra Commodities, a limited liability partnership in the process of being liquidated. NatWest Markets plc, formerly RBS, our partner in the JV, paid an assessment of £i86
million (approximately $i138 million in U.S. dollars) in October 2014 to HMRC for denied VAT refund claims filed in connection with the purchase of carbon credit allowances by RBS SEE, a subsidiary of RBS Sempra Commodities. RBS SEE has since been sold to JP Morgan and later to Mercuria Energy Group, Ltd. HMRC asserted that RBS was not entitled to reduce its VAT liability by VAT paid on certain carbon credit purchases
during 2009 because RBS knew or should have known that certain vendors in the trading chain did not remit their own VAT to HMRC. After paying the assessment, RBS filed a Notice of Appeal of the assessment with the First-Tier Tribunal. Trial on the matter has not been scheduled.
In 2015, liquidators filed a claim in the High Court of Justice against RBS 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 SEE. The claim alleges 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 are liable to provide for equitable compensation due to dishonest assistance and for compensation under the U.K. Insolvency
Act of 1986. Trial on the matter was held in June and July of 2018, at the close of which the Liquidating Companies asserted that the Defendants were liable to the Liquidating Companies in the amount of £i71.5 million (approximately $i91
million in U.S. dollars at June 30, 2019) for dishonest assistance and, to the extent that claim is unsuccessful, to the liquidators in the same amount under the U.K. Insolvency Act of 1986. If the High Court of Justice finds the Defendants liable, it will determine the amount. JP Morgan has notified us that Mercuria Energy Group, Ltd. has sought indemnity for the claim, and JP Morgan has in turn sought indemnity from Sempra Energy and RBS.
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While the ultimate outcome remains uncertain, we continue to evaluate the likelihood of recovery of our investment. Accordingly, in the third quarter of 2018, we fully impaired our
remaining $i65 million equity method investment in RBS Sempra Commodities.
Certain EFH subsidiaries that we acquired as part of the Merger are defendants in personal injury lawsuits brought in state courts throughout the U.S. As of July 29, 2019, i111
such lawsuits are pending and i1,685 such lawsuits have been filed but not served. These cases allege illness or death as a result of exposure to asbestos in power plants designed and/or built by companies whose assets were purchased by predecessor entities to the EFH subsidiaries, and generally assert claims for product defects, negligence, strict liability and wrongful death. They seek compensatory
and punitive damages. Additionally, in connection with the EFH bankruptcy proceeding, approximately i28,000 proofs of claim were filed on behalf of persons who allege exposure to asbestos under similar circumstances and assert the right to file such lawsuits in the future. We anticipate additional lawsuits will be filed. None of these claims or lawsuits were discharged in the EFH bankruptcy proceeding.
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 combine
lease components and nonlease components for all existing classes of underlying assets as a single lease component, 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, if the timing and pattern of transfer of the lease components and nonlease components are the same, and the lease component would be classified as an operating lease if accounted for separately, we combine the lease components and nonlease components.
Lessee Accounting
We have operating and finance leases for real and personal property (including office space, land, fleet vehicles, machinery and equipment, warehouses and other operational facilities) and PPAs with renewable energy and peaker plant facilities.
Some of our leases include options to extend the
lease terms for up to i25 years, while others include options to terminate the lease within ione year. Our lease liabilities and ROU assets are based on lease terms
that may include such options to extend or terminate the lease when it is reasonably certain that we will exercise that option.
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Certain of our contracts are short-term leases, which have a lease term of i12 months
or less at lease commencement. We do not recognize a lease liability or ROU asset arising from short-term leases for all existing classes of underlying assets. In such cases, we recognize short-term lease costs on a straight-line basis over the lease term. Our short-term lease costs for the period reasonably reflect our short-term lease commitments.
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Certain of our leases contain escalation clauses requiring annual increases in rent ranging from i1
percent to i5 percent or based on the Consumer Price Index. The rentals payable under these leases may increase by a fixed amount each year or by a percentage of a base year. Variable lease payments that are based on an index or rate are included in the initial measurement of our lease liability and ROU asset based on the index or rate at lease commencement and are not remeasured because of changes to the index or rate. Rather, changes to the index or rate are treated as variable
lease payments and recognized in the period in which the obligation for those payments is incurred.
Similarly, PPAs for the purchase of renewable energy at SDG&E require lease payments based on a stated rate per MWh produced by the facilities, and we are required to purchase substantially all the output from the facilities. SDG&E is required to pay additional amounts for capacity charges and actual purchases of energy that exceed the minimum energy commitments. Under these contracts, we do not recognize a lease liability or ROU asset for leases for which there are no fixed lease payments. Rather, these variable lease payments are recognized separately as variable lease costs.
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 an ROU asset for our right to use the underlying asset, which is initially equal to the
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lease liability and adjusted for lease payments made at or before lease commencement, lease incentives, and any initial direct costs. Like other long-lived assets, 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. The California Utilities 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. The California Utilities 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 CONDENSED CONSOLIDATED BALANCE SHEETS
SDG&E has PPAs for ithree battery storage facilities that are currently under construction. When construction is complete and delivery of contracted power commences, which is scheduled to occur in 2019 through 2022, we will account for the PPAs as finance leases. The future minimum lease payments are expected to be $i1
million per year in 2020 through 2023 and $i18 million thereafter. These PPAs expire at various dates from 2031 through 2039.
SDG&E and SoCalGas have lease agreements for future acquisitions of fleet vehicles with an aggregate maximum lease limit of $i187
million. SDG&E and SoCalGas have utilized $i53 million and $i75
million, respectively, as of June 30, 2019.
Lease Disclosures Under Previous U.S. GAAP
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The table below presents the future minimum lease payments under previous U.S. GAAP:
Sempra Mexico is a lessor for certain of its natural gas and ethane pipelines, compressor stations and LPG storage facilities, and land and office space. These operating leases expire at various dates from 2026 through 2039.
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Sempra Mexico 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 our plans to re-market and re-contract the underlying assets.
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Generally,
we recognize operating lease income on a straight-line basis over the lease term and evaluate the underlying asset for impairment. Certain of our leases contain rate adjustments or are based on foreign currency exchange rates that may result in lease payments received that vary from one period to the next.
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We provide information below for leases for which we are the lessor.
We discuss below significant changes in the first six months of 2019 to contractual commitments discussed in Notes 1 and 16 of the Notes to Consolidated Financial Statements in the Annual Report.
LNG Purchase Agreement
Sempra LNG has a sale and purchase agreement for the supply of LNG to the ECA terminal. The commitment amount is calculated using a predetermined formula based on estimated forward prices of the index applicable from 2019 to 2029. At June 30, 2019, we expect the commitment amount to decrease by $i192
million in 2019 and $i3 million in 2020, and increase by $i7
million in 2021, $i10 million in 2022, $i9
million in 2023 and $i102 million thereafter (through contract termination in 2029) compared to December 31, 2018, reflecting changes in estimated forward prices since December
31, 2018 and actual transactions for the first six months of 2019. These LNG commitment amounts are based on the assumption that all LNG cargoes, less those already confirmed to be diverted, under the agreement are delivered. Although this agreement specifies a number of cargoes to be delivered, under its terms, the customer may divert certain cargoes, which would reduce amounts paid under the agreement by Sempra LNG. Actual LNG purchases in the current and prior years have been significantly lower than the maximum amount provided under the agreement due to the customer electing to divert cargoes as allowed by the agreement.
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CONCENTRATION
OF CREDIT RISK
We maintain credit policies and systems designed to manage our overall credit risk. These policies include an evaluation of potential counterparties’ financial condition and an assignment of credit limits. These credit limits are established based on risk and return considerations under terms customarily available in the industry. We grant credit to utility customers and counterparties, substantially all of whom are located in our service territory, which covers most of Southern California and a portion of central California for SoCalGas, and all of San Diego County and an adjacent portion of Orange County for SDG&E. Sempra Mexico also grants credit to its utility customers and counterparties in Mexico.
Projects and businesses owned or partially owned by Sempra Energy place significant reliance on the ability of their suppliers, customers and partners to perform
on long-term agreements and on our ability to enforce contract terms in the event of nonperformance. We consider many factors, including the negotiation of supplier and customer agreements, when we evaluate and approve development projects and investment opportunities.
NOTE
12. iSEGMENT INFORMATION
i
At June 30, 2019, we had ifive
separately managed reportable segments, as follows:
▪
SDG&E provides electric service to San Diego and southern Orange counties and natural gas service to San Diego County.
▪
SoCalGas is a natural gas distribution utility, serving customers throughout most of Southern California and part of central California.
▪
Sempra
Texas Utilities holds our investment in Oncor Holdings, which owns an i80.25-percent interest in Oncor, a regulated electric transmission and distribution utility serving customers in the north-central, eastern and western parts of Texas, and our i50-percent
interest in Sharyland Holdings, which owns a regulated electric transmission and distribution utility serving customers near the Texas-Mexico border. As we discuss in Note 5, we acquired an indirect i50-percent interest in Sharyland Holdings in May 2019.
▪
Sempra
Mexicodevelops, owns and operates, or holds interests in, natural gas, electric, LNG, LPG, ethane and liquid fuels infrastructure, and has marketing operations for the purchase of LNG and the purchase and sale of natural gas in Mexico.
▪
Sempra LNG (previously known as Sempra LNG & Midstream) develops, owns and operates, or holds interests in, terminals for the import and export of LNG and sale of natural gas, natural gas pipelines and marketing operations, all within the U.S. and Mexico. In February 2019, we completed the sale of our natural gas storage assets at Mississippi Hub and Bay Gas.
In December
2018, Sempra Renewables completed the sale of all its operating solar assets, solar and battery storage development projects and one wind generation facility. In April 2019, Sempra Renewables completed the sale of its remaining wind assets and investments. Upon completion of this sale, remaining nominal business activities at Sempra Renewables were subsumed into Parent and other and the Sempra Renewables segment ceased to exist. The tables below include amounts from Sempra Renewables up until the cessation of the segment.
As we discuss in Note 5, the financial information related to our businesses that constituted the Sempra South American Utilities segment has been reclassified to discontinued operations for all periods presented. The information in the tables below excludes amounts from discontinued operations unless otherwise noted.
We evaluate each segment’s performance based
on its contribution to Sempra Energy’s reported earnings and cash flows. The California Utilities operate in essentially separate service territories, under separate regulatory frameworks and rate structures set by the CPUC. The California Utilities’ operations are based on rates set by the CPUC and the FERC. We describe the accounting policies of all of our segments in Note 1 of the Notes to Consolidated Financial Statements in the Annual Report.
The cost of common services shared by the business segments is assigned directly or allocated based on various cost factors, depending on the nature of the service provided. Interest income and expense is recorded on intercompany loans. The loan balances and related interest are eliminated in consolidation.
/i
The
following tables show selected information by segment from our Condensed Consolidated Statements of Operations and Condensed Consolidated Balance Sheets. Amounts labeled as “All other” in the following tables consist primarily of activities of parent organizations and include certain nominal amounts from our South American businesses that did not qualify for treatment as discontinued operations.
Revenues
for reportable segments include intersegment revenues of $i2 million, $i17
million, $i32 million and $i25
million for the three months ended June 30, 2019; $i3 million, $i34
million, $i60 million and $i118
million for the six months ended June 30, 2019; $i1 million, $i15
million, $i28 million and $i32
million for the three months ended June 30, 2018; and $i2 million, $i32
million, $i57 million, and $i66
million for the six months ended June 30, 2018 for SDG&E, SoCalGas, Sempra Mexico and Sempra LNG, respectively.
(2)
As we discuss in Note 2, in accordance with adoption of the lease standard on January 1, 2019, on a prospective basis, a significant portion of finance lease costs for PPAs that have historically been presented in Cost of Electric Fuel and Purchased Power are now presented in Interest Expense.
NOTE
13. iSUBSEQUENT EVENT
SDG&E
On July 12, 2019, AB 1054 and AB 111 (together, the “Wildfire Legislation”) were signed into law and took immediate effect. The Wildfire Legislation addresses certain important issues related to catastrophic wildfires in the State of 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 cost recovery standards and requirements,
wildfire mitigation, a wildfire recovery fund, a cap on liability, and the establishment of a wildfire safety board.
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A Liquidity Fund will be created pursuant to the Wildfire Legislation. The Liquidity Fund will be administered by the state and is intended to provide liquidity to pay, under certain circumstances and with certain limitations, electric IOU wildfire-related claims. The Liquidity Fund will be initially capitalized by a loan of up to $i10.5
billion from the SMIF. The SMIF loan helps ensure funds are available, if needed. The SMIF loan will be repaid with proceeds anticipated to be received from the issuance of new DWR bonds.
A larger Wildfire Fund will be created if California’s initially eligible electric IOUs elect to participate. The Wildfire Fund will be partially funded by the Liquidity Fund and partially funded by shareholder contributions from California’s electric IOUs. PG&E, Edison and SDG&E have each elected to participate in the Wildfire Fund and will make initial shareholder contributions totaling $i7.5
billion with additional annual contributions of $i300 million in each of the next i10
years for a total shareholder contribution of $i10.5 billion. These shareholder contributions will be combined with the Liquidity Fund proceeds, for a total of $i21
billion. However, PG&E’s participation in the Wildfire Fund is subject to specific conditions. If PG&E does not contribute to the Wildfire Fund, the total amount in the fund would be materially less.
SDG&E’s portion of the shareholder contribution will be approximately $i452 million, with an initial contribution
of $i322.5 million to be paid by September 10, 2019. SDG&E expects to fund its initial shareholder contribution with proceeds from an equity contribution from Sempra Energy. We expect to fund the equity contribution to SDG&E with proceeds from issuances of commercial paper that may be replaced by long-term debt issuances or settling forward
sale agreements through physical delivery of shares of our common stock in exchange for cash. SDG&E will also be required to make annual shareholder contributions of $i12.9 million in each of the next i10
years. These initial and annual contributions are not subject to rate recovery.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
You
should read the following discussion in conjunction with the Condensed Consolidated Financial Statements and the Notes thereto and “Item 1A. Risk Factors” contained in this Form 10-Q, and the Consolidated Financial Statements and the Notes thereto, “Item 7. MD&A” and “Item 1A. Risk Factors” contained in the Annual Report.
OVERVIEW
Sempra Energy is a Fortune 500 energy-services holding company whose businesses invest in, develop and operate energy infrastructure, and provide electric and gas services to customers in North America. Up until the April 2019 cessation of the Sempra Renewables segment that we discuss in Notes 5 and 12 of the Notes to Condensed Consolidated Financial Statements, our businesses consisted of six separately managed
reportable segments.
On January 25, 2019, our board of directors approved a plan to sell our South American businesses, which were previously included in our Sempra South American Utilities segment. Our South American businesses and certain activities associated with those businesses have been reclassified to discontinued operations for all periods presented. Nominal activities that are not classified as discontinued operations have been subsumed into Parent and other. Our discussions below exclude discontinued operations, unless otherwise noted.
In the first quarter of 2019, our Sempra LNG & Midstream segment was renamed “Sempra LNG.” This segment name change had no impact on our historical position, results of operations, cash flow or segment results previously reported.
We
provide additional information about discontinued operations in Note 5 of the Notes to Condensed Consolidated Financial Statements and about our reportable segments in Note 12 of the Notes to Condensed Consolidated Financial Statements herein and in “Item 1. Business” in the Annual Report.
This report includes information for the following separate registrants:
▪
Sempra Energy and its consolidated entities
▪
SDG&E and its consolidated VIE
▪
SoCalGas
References to “we,”“our” and “Sempra Energy Consolidated” are to Sempra Energy and its consolidated entities, collectively, unless otherwise indicated by the context. We refer to SDG&E and SoCalGas collectively as the California Utilities, which do not include our Texas utilities or the utility in our Sempra Mexico segment. It also does not include utilities within our South
93
American businesses that have been reclassified as discontinued operations. All references in this MD&A to our reportable segments are not intended to refer to any legal entity with the same or similar name.
Throughout this report, we
refer to the following as Condensed Consolidated Financial Statements and Notes to Condensed Consolidated Financial Statements when discussed together or collectively:
▪
the Condensed Consolidated Financial Statements and related Notes of Sempra Energy and its subsidiaries and VIEs;
▪
the Condensed Consolidated Financial Statements and related Notes of SDG&E and its VIE; and
▪
the
Condensed Financial Statements and related Notes of SoCalGas.
RESULTS OF OPERATIONS
We discuss the following in Results of Operations:
▪
Overall
results of our operations
▪
Segment results
▪
Adjusted earnings and adjusted EPS
▪
Significant changes in revenues, costs and earnings between periods
▪
Impact
of foreign currency and inflation rates on our results of operations
OVERALL RESULTS OF OPERATIONS OF SEMPRA ENERGY
In the three months ended June 30, 2019, we reported earnings of $354 million and diluted EPS of $1.26 compared to losses of $(561) million and diluted EPS of $(2.11) for the same period in 2018. In the six months ended June 30, 2019, we reported earnings of $795 million and diluted EPS of $2.85
compared to losses of $(214) million and diluted EPS of $(0.82) for the same period in 2018. The change in EPS included a decrease of $0.07 and $0.18 in the three months and six months ended June 30, 2019, respectively, due to the increase in the weighted-average common shares outstanding and dilutive common stock equivalents, primarily due to the common stock issuances in the third quarter of 2018. Our results and diluted EPS were impacted by variances discussed in “Segment Results” below and by the items included in the table “Sempra Energy Adjusted Earnings and Adjusted EPS,” also below.
SEGMENT RESULTS
The
following section presents earnings (losses) by Sempra Energy segment, as well as Parent and other, and the related discussion of the changes in segment earnings (losses). Throughout the MD&A, our reference to earnings represents earnings attributable to common shares. Variance amounts presented are the after-tax earnings impact (based on applicable statutory tax rates), unless otherwise noted, and before NCI, where applicable.
Includes
after-tax interest expense ($80 million and $100 million for the three months ended June 30, 2019 and 2018, respectively, and $159 million and $181 million for the six months ended June 30, 2019 and 2018, respectively), intercompany eliminations recorded in consolidation and certain corporate costs.
SDG&E
The decrease in earnings of $3 million (2%) in the
three months ended June 30, 2019 was primarily due to:
▪
$15 million lower CPUC base operating margin in 2019 due to the delay in the 2019 GRC decision while absorbing higher operating costs, including higher wildfire insurance premiums; offset by
▪
$12 million higher earnings from electric transmission operations.
The increase in earnings
of $3 million (1%) in the first six months of 2019 was primarily due to:
▪
$31 million income tax benefit from the release of a regulatory liability established in connection with 2017 tax reform for excess deferred income tax balances that the CPUC directed be allocated to shareholders in a January 2019 decision; and
▪
$21 million higher
earnings from electric transmission operations; offset by
▪
$42 million lower CPUC base operating margin in 2019 due to the delay in the 2019 GRC decision while absorbing higher operating costs, including higher wildfire insurance premiums; and
▪
$7 million higher net interest expense.
SoCalGas
The decrease in earnings of $3 million
(9%) in the three months ended June 30, 2019 was primarily due to:
▪
$11 million lower CPUC base operating margin in 2019 due to the delay in the 2019 GRC decision while absorbing higher operating costs;
▪
$6 million higher net interest expense; and
▪
$5
million lower AFUDC related to equity; offset by
▪
$22 million from impacts associated with Aliso Canyon natural gas storage facility litigation in 2018.
The increase in earnings of $36 million (14%) in the first six months of 2019 was primarily due to:
▪
$38
million income tax benefit from the impact of the January 2019 CPUC decision allocating certain excess deferred income tax balances to shareholders;
▪
$22 million from impacts associated with Aliso Canyon natural gas storage facility litigation in 2018; and
▪
$5 million higher regulatory awards; offset by
▪
$11
million higher net interest expense;
▪
$11 million lower CPUC base operating margin in 2019 due to the delay in the 2019 GRC decision while absorbing higher operating costs; and
▪
$8 million in penalties related to the SoCalGas billing practices OII that we discuss in Note 4 of the Notes to Condensed Consolidated Financial Statements.
Sempra Texas Utilities
Earnings for the three
months ended June 30, 2019 were consistent with earnings for the same period in 2018 and include equity earnings from Oncor’s acquisition of InfraREIT in May 2019.
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The increase in earnings of $78 millionin the first six months of 2019 primarily represents higher equity earnings from Oncor Holdings, which we acquired in March 2018, and includes equity earnings from Oncor’s acquisition of InfraREIT in May 2019.
Sempra Mexico
The
decrease in earnings of $24 million (25%) in the three months ended June 30, 2019 was primarily due to:
▪
$78 million unfavorable impact from foreign currency and inflation effects net of foreign currency derivatives effects, comprised of:
◦
in 2019, $20 million unfavorable foreign currency and inflation effects, offset by a $7 million
gain from foreign currency derivatives, and
◦
in 2018, $91 million favorable foreign currency and inflation effects, offset by a $26 million loss from foreign currency derivatives. We discuss these effects below in “Impact of Foreign Currency and Inflation Rates on Results of Operations;”offset by
▪
$30 million lower income tax expense in 2019 primarily from the outside basis differences in JV investments and a two-year tax abatement that expires in 2020; and
▪
$36
million earnings attributable to NCI at IEnova in 2019 compared to $64 million earnings in 2018.
The increase in earnings of $13 million (11%) in the first six months of 2019 was primarily due to:
▪
$38 million lower income tax expense in 2019 primarily from the outside basis differences in JV investments and a two-year tax abatement that expires in 2020; and
▪
$12
million improved operating results at TdM mainly due to higher power prices and volumes; offset by
▪
$33 million unfavorable impact from foreign currency and inflation effects net of foreign currency derivatives effects, comprised of:
◦
in 2019, $45 million unfavorable foreign currency and inflation effects, offset by a $14 million gain from foreign currency derivatives, and
◦
in
2018, $4 million unfavorable foreign currency and inflation effects, offset by a $6 million gain from foreign currency derivatives.
Sempra Renewables
Earnings of $46 million in the three months ended June 30, 2019 compared to losses of $109 million for the same period in 2018 and earnings of $59 million in the first six months of 2019 compared to losses of $88 million for the same period in 2018 were primarily due to:
▪
$145
million other-than-temporary impairment of certain U.S. wind equity method investments in 2018; and
▪
$45 million gain on sale of wind assets in 2019; offset by
▪
lower earnings from assets sold in December 2018 and April 2019, net of lower general and administrative and other costs due to the wind-down of this business.
Sempra LNG
Earnings of $6 million
in the three months ended June 30, 2019 compared to losses of $764 million for the same period in 2018 were primarily due to:
▪
$801 million impairment of certain non-utility natural gas storage assets in the southeast U.S. in 2018; and
▪
$19 million higher earnings from our marketing operations primarily driven by optimization of natural gas transport contracts; offset by
▪
$46
million losses attributable to NCI in 2018 related to the impairment.
Earnings of $11 million in the first six months of 2019 compared to losses of $780 million for the same period in 2018 were primarily due to:
▪
$801 million impairment of certain non-utility natural gas storage assets in 2018;
▪
$34 million higher earnings
from our marketing operations primarily driven by optimization of natural gas transport contracts; and
▪
$9 million unfavorable adjustment in 2018 to TCJA provisional amounts recorded in 2017 related to the remeasurement of deferred income taxes; offset by
▪
$46 million losses attributable to NCI in 2018 related to the impairment.
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Parent
and Other
The increase in losses of $1 million (1%) in the three months ended June 30, 2019 was primarily due to:
▪
$16 million primarily related to settlement charges from our non-qualified pension plan; and
▪
$10 million increase in mandatory convertible preferred stock dividends primarily
from the issuance of series B preferred stock in July 2018; offset by
▪
$11 million lower net interest expense; and
▪
$8 million higher investment gains in 2019 on dedicated assets in support of our employee non-qualified benefit plan obligations, net of deferred compensation expenses.
The increase in losses of $9 million (4%)
in the first six months of 2019 was primarily due to:
▪
$18 million increase in mandatory convertible preferred stock dividends primarily from the issuance of series B preferred stock in July 2018;
▪
$16 million primarily related to settlement charges from our non-qualified pension plan;and
▪
$6
million higher net interest expense; offset by
▪
$27 million higher investment gains in 2019 on dedicated assets in support of our employee non-qualified benefit plan obligations, net of deferred compensation expenses; and
▪
$10 million income tax benefit in 2019 to reduce a valuation allowance against certain NOL carryforwards as a result of our decision to sell our South American businesses.
Discontinued Operations
Discontinued
operations that were previously in our Sempra South American Utilities segment include our 100-percent interest in Chilquinta Energía in Chile, our 83.6-percent interest in Luz del Sur in Peru and our interests in two energy-services companies, Tecnored and Tecsur, which provide electric construction and infrastructure services to Chilquinta Energía and Luz del Sur, respectively, as well as third parties. Discontinued operations also include activities, mainly income taxes related to the South American businesses, that were previously included in the holding company of the South American businesses at Parent and other.
The increase in earnings of $22 million in the three months ended June 30, 2019 was primarily due to higher earnings from South American operations mainly from higher
rates, lower cost of purchased power at Peru, and including $10 million lower depreciation expense due to assets classified as held for sale.
The decrease in earnings of $50 million in the first six months of 2019 was primarily due to:
▪
$96 million higher income tax expense primarily due to:
◦
$103 million income tax expense in 2019 from
outside basis differences in our South American businesses primarily related to the change in our indefinite reinvestment assertion from our decision on January 25, 2019 to hold those businesses for sale, and
◦
$20 million income tax expense related to the increase in outside basis differences from 2019 earnings since January 25, 2019, offset by
◦
$16 million income tax expense in
2018 to adjust TCJA provisional amounts recorded in 2017 primarily related to withholding tax on our expected future repatriation of foreign undistributed earnings; offset by
▪
$51 million higher earnings from South American operations primarily from higher rates, lower cost of purchased power at Peru, and including $16 million lower depreciation expense due to assets classified as held for sale.
ADJUSTED EARNINGS AND ADJUSTED EPS
We prepare the Condensed Consolidated
Financial Statements in conformity with U.S. GAAP. However, management may use earnings and EPS adjusted to exclude certain items (referred to as Adjusted Earnings and Adjusted EPS) internally for financial planning, for analysis of performance and for reporting of results to the board of directors. We may also use Adjusted Earnings and Adjusted EPS when communicating our financial results and earnings outlook to analysts and investors. Adjusted Earnings and Adjusted EPS are non-GAAP financial measures. Because of the significance and/or nature of the excluded items, management believes that these non-GAAP financial measures provide a meaningful comparison of the performance of business operations to prior and future periods. Non-GAAP financial measures are supplementary information that should be considered in addition to, but not as a substitute for, the information prepared in accordance with U.S. GAAP.
97
For
each period in which a non-GAAP financial measure is used, we provide in the table below a reconciliation of Sempra Energy Adjusted Earnings and Adjusted Diluted EPS to GAAP Earnings (Losses) and GAAP Diluted EPS, which we consider to be the most directly comparable financial measures calculated in accordance with U.S. GAAP.
SEMPRA ENERGY ADJUSTED EARNINGS AND ADJUSTED EPS
(Dollars
in millions, except per share amounts; shares in thousands)
Impact
of dilutive shares excluded from GAAP EPS(2)
0.01
Excluded
items:
Impairment of non-utility natural gas storage assets
$
1,300
$
(499
)
$
(46
)
755
2.86
Impairment
of U.S. wind equity method investments
200
(55
)
—
145
0.55
Impacts
associated with Aliso Canyon litigation
1
21
—
22
0.08
Impact
from the TCJA
—
25
—
25
0.10
Sempra
Energy Adjusted Earnings
$
733
$
2.78
Weighted-average
common shares outstanding, diluted – GAAP(2)
263,584
(1)
Except for adjustments that are solely income tax and tax related to outside basis differences, income taxes on pretax amounts were primarily calculated based on applicable statutory tax rates.
(2)
In both the three months and six months ended June 30, 2018, total weighted-average potentially dilutive securities of 1.7 million were not included in the computation of GAAP losses per common share since to do so would have decreased the loss per share.
98
For
each period in which a non-GAAP financial measure is used, we provide in the table below a reconciliation of SoCalGas Adjusted Earnings to GAAP Earnings, which we consider to be the most directly comparable financial measure calculated in accordance with U.S. GAAP.
Except for adjustments that are solely income tax, income taxes on pretax amounts were primarily calculated based on applicable statutory tax rates.
CHANGES
IN REVENUES, COSTS AND EARNINGS
This section contains a discussion of the differences between periods in the specific line items of the Condensed Consolidated Statements of Operations for Sempra Energy, SDG&E and SoCalGas.
Utilities Revenues
Our utilities revenues include natural gas revenues at our California Utilities and Sempra Mexico’s Ecogas and electric revenues at SDG&E. Intercompany revenues included in the separate revenues of each utility are eliminated in the Sempra Energy Condensed Consolidated Statements of Operations.
SoCalGas and SDG&E currently operate under a regulatory framework that:
▪
permits
the cost of natural gas purchased for core customers (primarily residential and small commercial and industrial customers) to be passed through to customers in rates substantially as incurred. However, SoCalGas’ GCIM provides SoCalGas the opportunity to share in the savings and/or costs from buying natural gas for its core customers at prices below or above monthly market-based benchmarks. This mechanism permits full recovery of costs incurred when average purchase costs are within a price range around the benchmark price. Any higher costs incurred or savings realized outside this range are shared between the core customers and SoCalGas. We provide further discussion in Note 3 of the Notes to Condensed Consolidated Financial Statements herein and in “Item 1. Business – Ratemaking Mechanisms” in the Annual Report.
▪
permits
SDG&E to recover the actual cost incurred to generate or procure electricity based on annual estimates of the cost of electricity supplied to customers. The differences in cost between estimates and actual are recovered or refunded in subsequent periods through rates.
▪
permits the California Utilities to recover certain expenses for programs authorized by the CPUC, or “refundable programs.”
Because changes in SoCalGas’ and SDG&E’s cost of natural gas and/or electricity are substantially recovered in rates, changes in these costs are offset in the changes in revenues, and therefore do not impact earnings. In addition to the changes in cost or market prices,
natural gas or electric revenues recorded during a period are impacted by customer billing cycles causing a difference between customer billings and recorded or authorized costs. These differences are required to be balanced over time, resulting in over- and undercollected regulatory balancing accounts. We discuss balancing accounts and their effects further in Note 4 of the Notes to Condensed Consolidated Financial Statements herein and in Note 4 of the Notes to Consolidated Financial Statements in the Annual Report.
The California Utilities’ revenues are decoupled from, or not tied to, actual sales volumes. SoCalGas recognizes annual authorized revenue for core natural gas customers using seasonal factors established in the Triennial Cost Allocation Proceeding. Accordingly, a significant portion of SoCalGas’ annual earnings are
recognized in the first and fourth quarters of each year. SDG&E’s authorized revenue recognition is also impacted by seasonal factors, resulting in higher earnings in the third quarter when electric loads are
99
typically higher than in the other three quarters of the year. We discuss this decoupling mechanism and its effects further in Note 3 of the Notes to Consolidated Financial Statements in the Annual Report.
The table below summarizes revenues and cost of sales for our consolidated utilities.
The table below summarizes the average cost of natural gas sold by the California Utilities and included in Cost of Natural Gas. The average cost of natural gas sold at each utility is impacted by market prices, as well as transportation, tariff and other charges.
In
the three months ended June 30, 2019, Sempra Energy’s natural gas revenues increased by $41 million (5%) to $923 million primarily due to:
▪
$34 million increase at SoCalGas, which included:
◦
$54 million higher recovery of costs associated with CPUC-authorized
refundable programs, which revenues are offset in O&M, and
◦
$15 million higher net revenues from capital projects, offset by
◦
$46 million decrease in cost of natural gas sold, which we discuss below; and
▪
$8 million
increase at SDG&E, including a $4 million increase in cost of natural gas sold, which we discuss below.
In the three months ended June 30, 2019, our cost of natural gas decreased by $43 million (24%) to $136 million primarily due to:
▪
$46 million decrease at SoCalGas primarily due to lower average natural gas prices; offset by
▪
$4
million increase at SDG&E due to higher average natural gas prices.
100
In the first six months of 2019, Sempra Energy’s natural gas revenues increased by $309 million (14%) to $2.5 billion primarily due to:
▪
$269 million increase
at SoCalGas, which included:
◦
$120 million increase in cost of natural gas sold, which we discuss below,
◦
$63 million higher recovery of costs associated with CPUC-authorized refundable programs, which revenues are offset in O&M,
◦
$32 million
higher net revenues from capital projects,
◦
$14 million lower non-service component of net periodic benefit credit in 2019, which fully offsets in Other Income (Expense), Net,
◦
$9 million decrease in charges in 2019 associated with tracking the income tax benefit from flow-through items in relation to forecasted amounts in the 2016 GRC FD, and
◦
$7
million GCIM award approved by the CPUC in February 2019; and
▪
$42 million increase at SDG&E primarily due to an increase in cost of natural gas sold, which we discuss below.
In the first six months of 2019, our cost of natural gas increased by $140 million (27%) to $667 million primarily due to:
▪
$120
million increase at SoCalGas, comprising of $72 million due to higher average natural gas prices and $48 million from higher volumes driven by weather; and
▪
$33 million increase at SDG&E, including $22 million from higher average natural gas prices and $11 million from higher volumes driven by weather.
Electric Revenues and Cost of Electric Fuel and Purchased Power
In the three months ended June 30, 2019, our electric revenues, substantially all of which are at SDG&E, increased
by $34 million (4%) to $972 million, including:
▪
$23 million higher revenues from transmission operations; and
▪
$17 million higher recovery of costs associated with CPUC-authorized refundable programs, which revenues are offset in O&M.
Our utility cost of electric fuel and purchased power, substantially all of
which is at SDG&E, decreased by $57 million (18%) to $263 million in the three months ended June 30, 2019, including:
▪
$50 million of finance lease costs for PPAs in 2018. Similar amounts are now included in Interest Expense and Depreciation and Amortization Expense as a result of the 2019 adoption of the lease standard, which we discuss in Note 2 of the Notes to Condensed Consolidated Financial Statements; and
▪
$8
million lower cost of electric fuel and purchased power primarily due to lower electricity market costs, offset by an additional capacity contract.
In the first six months of 2019, our electric revenues, substantially all of which are at SDG&E, increased by $91 million (5%) to $1.9 billion, including:
▪
$44 million higher revenues from transmission operations;
▪
$30
million higher recovery of costs associated with CPUC-authorized refundable programs, which revenues are offset in O&M; and
▪
$27 million higher cost of electric fuel and purchased power, which we discuss below.
Our utility cost of electric fuel and purchased power, substantially all of which is at SDG&E, decreased by $72 million (12%) to $519 million in the first six months of 2019, including:
▪
$101 million of finance lease costs for PPAs in 2018. Similar amounts are now included in Interest Expense and Depreciation and Amortization Expense as a result of the 2019 adoption of the lease standard; offset by
▪
$27 million higher cost of electric fuel and purchased power primarily due to higher electricity market costs and an additional capacity contract.
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Energy-Related
Businesses: Revenues and Cost of Sales
The table below shows revenues and cost of sales for our energy-related businesses.
ENERGY-RELATED BUSINESSES: REVENUES AND COST OF SALES
Excludes
depreciation and amortization, which are presented separately on the Sempra Energy Condensed Consolidated Statements of Operations.
In the three months ended June 30, 2019, revenues from our energy-related businesses decreased by $20 million (6%) to $335 million primarily due to:
▪
$37 million decrease at Sempra Renewables primarily due to the sale of assets in December 2018 and April 2019; offset by
▪
$7
million increase at Sempra LNG primarily from natural gas marketing activities due to optimization of natural gas transport contracts, net of a decrease due to the sale of storage assets in February 2019.
In the three months ended June 30, 2019, the cost of sales for our energy-related businesses were consistent with the cost of sales for the same period in 2018.
In the first six months of 2019, revenues from our energy-related businesses increased by $17 million (2%) to $718 million primarily due to:
▪
$82
million increase at Sempra Mexico primarily due to:
◦
$50 million from the marketing business, primarily from higher natural gas prices and volumes, including higher volumes due to new regulations that went into effect on March 1, 2018 that require high consumption end users (previously serviced by Ecogas and other natural gas utilities) to procure their natural gas needs from natural gas marketers, including Sempra Mexico’s marketing business, and
◦
$20
million at TdM due to higher prices and volumes; and
▪
$44 million increase at Sempra LNG primarily due to:
◦
$48 million from natural gas marketing activities due to optimization of natural gas transport contracts, and
◦
$30
million higher natural gas sales to Sempra Mexico due to higher natural gas prices and volumes, offset by
◦
$24 million lower natural gas storage revenues primarily due to the sale of storage assets in February 2019, and
◦
$12 million from LNG sales to Cameron LNG JV in January 2018; offset by
▪
$55
million decrease at Sempra Renewables primarily due to the sale of assets in December 2018 and April 2019; and
▪
$54 million primarily from higher intercompany eliminations associated with sales between Sempra LNG and Sempra Mexico.
In the first six months of 2019, the cost of sales for our energy-related businesses increased by $32 million (23%) to $171 million primarily due to:
▪
$58
millionincreaseat Sempra Mexico mainly associated with higher revenues from the marketing business as a result of higher natural gas prices and volumes, includinghigher volumes due to new regulations that went into effect in 2018. The increase at Sempra Mexico was also due to higher prices and volumes at TdM; and
▪
$28 millionincrease at Sempra LNG mainly from natural gas marketing activities primarily from higher natural gas purchases; offset by
▪
$54
million from higher intercompany eliminations associated with sales between Sempra LNG and Sempra Mexico.
102
Operation and Maintenance
Our O&M increased by $96 million (13%) to $838 millionin the three months ended June 30, 2019
primarily due to:
▪
$72 million increase at SoCalGas, which included:
◦
$54 million higher expenses associated with CPUC-authorized refundable programs for which costs incurred are recovered in revenue (refundable program expenses), and
◦
$13
million higher non-refundable operating costs, including higher insurance and administrative and support costs; and
▪
$25 million increase at SDG&E, which included:
◦
$20 million higher expenses associated with CPUC-authorized refundable programs, and
◦
$8
million higher non-refundable operating costs, including wildfire insurance premiums and administrative and support costs; offset by
▪
$14 million decrease at Sempra Renewables primarily due to lower general and administrative and other costs due to the wind-down of the business.
In the first six months of 2019, O&M increased by $187 million (13%) to $1.7 billionprimarily
due to:
▪
$98 million increase at SoCalGas, which included:
◦
$63 million higher expenses associated with CPUC-authorized refundable programs, and
◦
$30 million higher non-refundable operating costs, including weather related impacts, higher insurance and administrative
and support costs;
▪
$63 million increase at SDG&E, which included:
◦
$36 million higher expenses associated with CPUC-authorized refundable programs, and
◦
$24 million higher non-refundable operating costs, including wildfire insurance premiums
and administrative and support costs;
▪
$20 million increase at Sempra Mexico primarily due to operating lease costs and expenses associated with growth in the business; and
▪
$16 million increase at Parent and other primarily from higher deferred compensation expenses; offset by
▪
$23
million decrease at Sempra Renewables primarily due to lower general and administrative and other costs due to the wind-down of the business.
Impairment Losses
In June 2018, Sempra LNG recognized a $1.3 billion impairment loss for certain non-utility natural gas storage assets in the southeast U.S. These assets were sold in February 2019. We discuss the impairment and sale of the assets in Note 5 of the Notes to Condensed Consolidated Financial Statements.
Gain on Sale of Assets
In April 2019, Sempra Renewables recognized a $61 million gain on the sale of its remaining wind assets and investments to AEP, as we discuss in Note 5 of the Notes to Condensed Consolidated Financial Statements.
Other Income (Expense), Net
As
part of our central risk management function, we enter into foreign currency derivatives to hedge Sempra Mexico parent’s exposure to movements in the Mexican peso from its controlling interest in IEnova. The gains/losses associated with these derivatives are included in Other Income (Expense), Net, as described below, and partially mitigate the transactional effects of foreign currency and inflation included in Income Taxes and in earnings from Sempra Mexico’s equity method investments. We discuss policies governing our risk management in “Item 7A. Quantitative and Qualitative Disclosure about Market Risk” in the Annual Report.
Other income, net, in the three months ended June 30, 2019 was $28 million compared to other expense, net, of $56 million
in the same period in 2018. The change was primarily due to:
▪
$15 million net gains in 2019 from interest rate and foreign exchange instruments and foreign currency transactions compared to $97 million net losses for the same period in 2018 primarily due to:
◦
$7 million foreign currency gains in 2019 compared to $47 million foreign currency losses in 2018 on a Mexican peso-denominated loan to the IMG JV, which is offset in Equity Earnings (Losses), and
◦
$9
million gains in 2019 compared to $37 million losses in 2018 on foreign currency derivatives as a result of fluctuation of the Mexican peso in 2019; offset by
103
▪
$30 million non-service component of net periodic benefit cost in 2019 compared to an $8 million credit in 2018, including $22 million settlement charges in 2019 for lump sum payments from our non-qualified pension plan.
Other income, net, increased by $14 million
(15%) to $110 million in the six months ended June 30, 2019 primarily due to:
▪
$35 million net gains in 2019 from interest rate and foreign exchange instruments and foreign currency transactions compared to $5 million net losses for the same period in 2018 primarily due to:
◦
$17 million foreign currency gains in 2019 compared
to $8 million foreign currency losses in 2018 on a Mexican peso-denominated loan to the IMG JV, which is offset in Equity Earnings (Losses), and
◦
$12 million higher gains on foreign currency derivatives as a result of fluctuation of the Mexican peso; and
▪
$32 million higher investment gains in 2019 on dedicated assets in support of our executive retirement and deferred compensation plans; offset by
▪
$6
million non-service component of net periodic benefit cost in 2019 compared to a $40 million credit in 2018, including $22 million settlement charges in 2019 for lump sum payments from our non-qualified pension plan;
▪
$12 million decrease in equity-related AFUDC, including $7 million at SDG&E and $6 million at SoCalGas; and
▪
$8 million in penalties related to the SoCalGas billing practices OII.
Interest
Expense
Interest expense increased by $30 million (13%) to $258 million and $84 million (19%) to $518 million in the three months and six months ended June 30, 2019, respectively, primarily due to the inclusion of finance lease costs for SDG&E’s PPAs as a result of adoption of the lease standard. Prior to 2019, such costs were included in Cost of Electric Fuel and Purchased Power. The increases in interest expense for the three months and six months ended June 30, 2019 were partially offset by lower interest expense at Parent and other primarily
due to long-term debt maturities net of issuances.
Income Taxes
The table below shows the income tax expense and ETR for Sempra Energy, SDG&E and SoCalGas.
INCOME TAX EXPENSE (BENEFIT) AND EFFECTIVE INCOME TAX RATES
Income tax expense (benefit) from continuing operations
$
47
$
(602
)
$
89
$
(360
)
Income
(loss) from continuing operations before income taxes
and equity earnings (losses)
$
286
$
(1,183
)
$
787
$
(590
)
Equity
earnings (losses), before income tax(1)
2
(189
)
7
(184
)
Pretax income (loss)
$
288
$
(1,372
)
$
794
$
(774
)
Effective
income tax rate
16
%
44
%
11
%
47
%
SDG&E:
Income
tax expense
$
35
$
42
$
40
$
98
Income
before income taxes
$
181
$
188
$
363
$
413
Effective
income tax rate
19
%
22
%
11
%
24
%
SoCalGas:
Income
tax (benefit) expense
$
(4
)
$
23
$
15
$
82
Income
before income taxes
$
27
$
57
$
310
$
341
Effective
income tax rate
(15
)%
40
%
5
%
24
%
(1)
We
discuss how we recognize equity earnings in Note 6 of the Notes to Consolidated Financial Statements in the Annual Report.
Sempra Energy Consolidated
Income tax expense in the three months and six months ended June 30, 2019 compared to an income tax benefit for the same periods in 2018 was due to pretax income in 2019 compared to pretax losses in 2018. Pretax losses in 2018 include impairments at our Sempra LNG and Sempra Renewables segments, which we discuss in “Impairment Losses” above.
The change in the ETR in the three months ended June 30, 2019 was primarily due to:
104
▪
$131
million income tax benefit in 2018 resulting from the reduced outside basis difference in Sempra LNG as a result of the impairment of certain non-utility natural gas storage assets; and
▪
$16 million income tax expense in 2019 compared to a $99 million income tax benefit in 2018 from foreign currency and inflation effects primarily as a result of fluctuation of the Mexican peso; offset by
▪
$21 million income tax expense in 2018 associated with Aliso Canyon natural gas storage facility
litigation.
The change in the ETR in the six months ended June 30, 2019 was primarily due to:
▪
$131 million income tax benefit in 2018 resulting from the reduced outside basis difference in Sempra LNG as a result of the impairment of certain non-utility natural gas storage assets; and
▪
$39 million income tax expense in 2019 compared to a $5 million income tax
benefit in 2018 from foreign currency and inflation effects primarily as a result of fluctuation of the Mexican peso; offset by
▪
$69 million total income tax benefits from the release of regulatory liabilities at SDG&E and SoCalGas established in connection with 2017 tax reform for excess deferred income tax balances that the CPUC directed be allocated to shareholders in a January 2019 decision;
▪
$21 million income tax expense in 2018 associated with
Aliso Canyon natural gas storage facility litigation;
▪
$11 million lower income tax expense related to share based compensation;
▪
$10 million income tax benefit from a reduction in a valuation allowance against certain NOL carryforwards as a result of our decision to sell our South American businesses; and
▪
$9
million income tax expense in 2018 to adjust provisional estimates recorded in 2017 for the effects of tax reform.
We discuss the impact of foreign exchange rates and inflation on income taxes below in “Impact of Foreign Currency and Inflation Rates on Results of Operations.” See Note 1 of the Notes to Condensed Consolidated Financial Statements herein and Notes 1 and 8 of the Notes to Consolidated Financial Statements in the Annual Report for further details about our accounting for income taxes and items subject to flow-through treatment.
SDG&E
The decrease in SDG&E’s income tax expense in the three months ended June 30, 2019 was due to lower pretax income and a lower ETR. The change in ETR was primarily
due to higher income tax benefits from forecasted flow-through deductions.
The decrease in SDG&E’s income tax expense in the six months ended June 30, 2019 was due to lower pretax income and a lower ETR. The change in ETR was primarily due to:
▪
$31 million income tax benefit from the release of a regulatory liability established in connection with 2017 tax reform for excess deferred income tax balances that the CPUC directed be allocated to shareholders in a January 2019 decision; and
▪
higher
income tax benefits from forecasted flow-through deductions.
SoCalGas
SoCalGas’ income tax benefit in the three months ended June 30, 2019 compared to an income tax expense in the same period in 2018 was due to lower pretax income and a lower ETR. The change in ETR was primarily due to $21 million income tax expense in 2018 associated with Aliso Canyon natural gas storage facility litigation.
The decrease in SoCalGas’ income tax expense in the six months ended June 30, 2019 was due to lower pretax income and a lower ETR. The change in ETR was primarily due to:
▪
$38
million income tax benefit from the release of a regulatory liability established in connection with 2017 tax reform for excess deferred income tax balances that the CPUC directed be allocated to shareholders in a January 2019 decision; and
▪
$21 million income tax expense in 2018 associated with Aliso Canyon natural gas storage facility litigation.
Equity Earnings (Losses)
In the three months ended June 30, 2019,
equity earnings were $118 million compared to equity losses of $4 million for the same period in 2018 primarily due to:
▪
$200 million other-than-temporary impairment of certain wind equity method investments at Sempra Renewables in 2018; offset by
▪
$67 million lower equity earnings at Sempra Mexico, which included:
◦
$7
million foreign currency losses in 2019 compared to $47 million foreign currency gains in 2018 at the IMG JV on its Mexican peso-denominated loans from its JV owners, which is fully offset in Other Income (Expense), Net, and
◦
$13 million lower equity earnings at the TAG JV primarily due to higher income tax expense.
105
In the first six months of 2019, equity earnings were $219 million
compared to equity losses of $25 million for the same period in 2018 primarily due to:
▪
$200 million other-than-temporary impairment of certain wind equity method investments at Sempra Renewables in 2018; and
▪
$77 million higher equity earnings, net of income tax, from our investment in Oncor Holdings, which we acquired in March 2018; offset by
▪
$17
million foreign currency losses in 2019 compared to $8 million foreign currency gains in 2018 at the IMG JV on its Mexican peso-denominated loans from its JV owners, which is fully offset in Other Income (Expense), Net.
(Earnings) Losses Attributable to Noncontrolling Interests
Earnings attributable to NCI increased by $40 million to $45 million in the three months ended June 30, 2019 primarily due to:
▪
$46 million losses attributable to NCI at Sempra LNG in 2018 related to the impairment of certain non-utility natural gas storage
assets; and
▪
$18 million lower losses attributable to NCI at Sempra Renewables primarily due to the sales of our tax equity investments in December 2018 and April 2019; offset by
▪
$28 million lower earnings attributable to NCI at Sempra Mexico.
Earnings attributable to NCI for the six months ended June 30, 2019 were $86
million compared to losses attributable to NCI of $12 million for the same period in 2018. The change was primarily due to:
▪
$46 million losses attributable to NCI at Sempra LNG in 2018 related to the impairment of certain non-utility natural gas storage assets; and
▪
$1 million earnings attributable to NCI at Sempra Renewables in 2019 compared to $41 million losses in 2018 primarily due to the sales of our tax equity investments in December 2018 and April 2019.
Mandatory
Convertible Preferred Stock Dividends
In the three months and six months ended June 30, 2019, mandatory convertible preferred stock dividends increased by $10 million to $35 million and by $18 million to $71 million, respectively, primarily due to dividends associated with our series B preferred stock, which were issued in July 2018.
106
IMPACT OF FOREIGN CURRENCY AND INFLATION RATES ON RESULTS OF OPERATIONS
Because our natural gas distribution utility in Mexico uses its local currency as its
functional currency, revenues and expenses are translated into U.S. dollars at average exchange rates for the period for consolidation in Sempra Energy Consolidated’s results of operations. We discuss further the impact of foreign currency and inflation rates on results of operations, including impacts on income taxes and related hedging activity, in “Item 7. MD&A – Impact of Foreign Currency and Inflation Rates on Results of Operations” in the Annual Report.
Foreign Currency Translation
Any difference in average exchange rates used for the translation of income statement activity from year to year can cause a variance in Sempra Energy’s comparative results of operations. In the three months and six months ended June 30, 2019 compared to the prior-year periods, the changes in our earnings as a result of foreign currency
translation were not material.
Foreign Currency Transactional Impacts
Income statement activities at our foreign operations and their JVs are also impacted by transactional gains and losses. A summary of these foreign currency transactional gains and losses included in our reported results is shown in the table below:
TRANSACTIONAL GAINS (LOSSES) FROM FOREIGN
CURRENCY AND INFLATION
Income
(loss) from continuing operations, net of income tax
917
(255
)
(31
)
2
Income from
discontinued operations, net of income tax
36
83
1
1
Earnings (losses) attributable
to common shares
795
(214
)
(15
)
4
CAPITAL
RESOURCES AND LIQUIDITY
OVERVIEW
We expect to meet our cash requirements through cash flows from operations, unrestricted cash and cash equivalents, proceeds from recent and planned asset sales, borrowings under our credit facilities, distributions from our equity method investments, issuances of debt and equity securities, project financing and other equity sales, including partnering in JVs.
Our lines of credit provide liquidity and support commercial paper. As we discuss in Note 7 of the Notes to Condensed Consolidated Financial Statements, Sempra Energy, Sempra Global, SDG&E and SoCalGas each have five-year credit agreements expiring in 2024. These credit agreements replaced the credit agreements that were set to expire in 2020. The table below shows the amount of available funds at June
30, 2019, including available unused credit on these primary U.S. credit facilities. In addition, IEnova has $1.6 billion in lines of credit, with approximately $667 million available unused credit at June 30, 2019.
Amounts at Sempra Energy Consolidated included $102 million held in
non-U.S. jurisdictions. We discuss repatriation in Note 1 of the Notes to Condensed Consolidated Financial Statements.
(2)
Available unused credit is the total available on Sempra Energy’s, Sempra Global’s, SDG&E’s and SoCalGas’ credit facilities that we discuss in Note 7 of the Notes to Condensed Consolidated Financial Statements.
(3)
Because the commercial paper programs are supported by these lines, we reflect the amount of commercial paper outstanding as a reduction
to the available unused credit.
Sempra Energy Consolidated
We believe that these available funds, combined with cash flows from operations, proceeds from recent and planned asset sales, distributions from our equity method investments, issuances of debt and equity securities, project financing and other equity sales, including partnering in JVs, will be adequate to fund our current operations, including to:
▪
finance capital expenditures;
▪
meet
liquidity requirements;
▪
fund dividends;
▪
fund new business or asset acquisitions or start-ups;
▪
fund capital contribution requirements;
▪
repay
maturing long-term debt; and
▪
fund expenditures related to the natural gas leak at SoCalGas’ Aliso Canyon natural gas storage facility.
Sempra Energy and the California Utilities currently have ready access to the long-term debt markets and are not currently constrained in their ability to borrow at reasonable rates. However, changing economic conditions, our financing activities and actions by credit rating agencies could negatively affect the availability and cost of both short-term and long-term financing. Also, cash flows from operations may be impacted by the timing of commencement and completion of large projects. If cash flows from operations
were to be significantly reduced or we were unable to borrow under acceptable terms, we would likely first reduce or postpone discretionary capital expenditures (not related to safety) and investments in new businesses. We monitor our ability to finance the needs of our operating, investing and financing activities in a manner consistent with our intention to maintain our investment-grade credit ratings and capital structure.
We use short-term debt primarily to meet liquidity requirements, fund shareholder dividends, and temporarily finance capital expenditures, acquisitions or start-ups. Our corporate short-term, unsecured promissory notes, or commercial paper, were our primary sources of short-term debt funding in the first six months of 2019. Our California Utilities use short-term debt primarily to meet working capital needs.
At
June 30, 2019, Sempra Energy had a loan to an unconsolidated affiliate totaling $710 million and a loan from an unconsolidated affiliate totaling $38 million, which we discuss in Note 1 of the Notes to Condensed Consolidated Financial Statements.
We have significant investments in several trusts to provide for future payments of pensions and other postretirement benefits, and nuclear decommissioning. Changes in asset values, which are dependent on the activity in the equity and fixed income markets, have not affected the trust funds’ abilities to make required payments. However, changes in asset values may, along with a number of other factors such as changes to discount rates, assumed rates of return, mortality tables, and regulations,
impact funding requirements for pension and other postretirement benefit plans and SDG&E’s NDT. At the California Utilities, funding requirements are generally recoverable in rates. We discuss our employee benefit plans and SDG&E’s NDT, including our investment allocation strategies for assets in these trusts, in Notes 9 and 15, respectively, of the Notes to Consolidated Financial Statements in the Annual Report.
108
Common Stock Under Forward Sale Agreements
As we discuss in Note 14 of the Notes to Consolidated Financial Statements in the Annual Report, our forward sale agreements permit us to elect cash settlement or net share settlement for all or a portion of our obligations under the forward
sale agreements. We expect to settle the forward sale agreements entirely by the physical delivery of shares of our common stock in exchange for cash proceeds. As of August 2, 2019, based on the initial forward sale price of approximately $105.07 per share in January 2018 and approximately $111.87 per share in July 2018, we expect that the net proceeds from full physical settlement of the remaining forward sale agreements would be approximately $1.8 billion (net of underwriting discounts, but before deducting equity issuance costs, and subject to certain adjustments pursuant to the forward sale agreements). If we were to elect cash settlement or net share settlement, the amount of cash proceeds we receive upon settlement could differ, perhaps substantially, or we may not receive any cash proceeds, or we may deliver cash (in an amount which could be significant) or shares of our common stock to the forward purchasers.
We expect to settle the remaining portion of the forward sale agreements in one or more settlements no later than December 15, 2019, which is the final settlement date under the agreements.
Discontinued Operations
On January 25, 2019, our board of directors approved a plan to sell our South American businesses. As such, we have reclassified these businesses to held for sale and presented them as discontinued operations. We expect to complete the sale by the end of 2019 and use the proceeds from such sale to focus on capital investment in North America to support additional growth opportunities and strengthen our balance sheet by reducing debt.
Our utilities in South America have historically provided relatively stable earnings and liquidity.
We expect the cash provided by earnings from our focused capital investment will exceed the absence of cash flows from these discontinued operations. However, there can be no assurance that we will derive these anticipated benefits. While we expect to complete the sale of our South American businesses by the end of 2019, the planned sale will depend on several factors beyond our control, including, but not limited to, regulatory approvals, market conditions, political and macroeconomic factors, industry trends, consent rights or other rights granted to or held by third parties and the availability of financing to potential buyers on reasonable terms. Further, there can be no assurance that the sale, if completed, will result in a sales price that we believe adequately values these businesses or additional value to our shareholders, or that we will be able to redeploy the capital that we obtain from such sale in a way that would result in cash flows or earnings exceeding
those historically generated by these businesses.
California Utilities
SDG&E and SoCalGas expect that the available unused credit from their credit facilities described above, cash flows from operations, and debt issuances will continue to be adequate to fund their respective operations. As we discuss below in “Item 3. Quantitative and Qualitative Disclosures About Market Risk –Credit Ratings,” the credit ratings of SDG&E and SoCalGas may affect the rates at which borrowings bear interest, collateral to be posted and fees on outstanding credit facilities. The California Utilities manage their capital structure and pay dividends when appropriate and as approved by their respective boards of directors.
SDG&E declared common
stock dividends of $250 million in the year ended December 31, 2018. SDG&E’s declared common stock dividends on an annual historical basis may not be indicative of future declarations, and could be impacted over the next few years in order for SDG&E to maintain its authorized capital structure while managing its capital investment program (approximately $1.9 billion in 2019, which includes the potential acquisition of the NCI in OMEC LLC, which we discuss below).
SoCalGas declared common stock dividends of $50 million in the year ended December 31, 2018. As a result of its capital investment program, SoCalGas had not previously declared or paid common stock dividends since 2015. SoCalGas expects that its common stock dividends will continue to be impacted by its ability to maintain its authorized
capital structure while managing its capital investment program (approximately $1.5 billion in 2019).
As we discuss in Note 4 of the Notes to Condensed Consolidated Financial Statements herein and in Note 4 of the Notes to Consolidated Financial Statements in the Annual Report, changes in balancing accounts for significant costs at SDG&E and SoCalGas, particularly a change between over- and undercollected status, including commodity and transportation balancing accounts, may have a significant impact on cash flows. These changes generally represent the difference between when costs are incurred and when they are ultimately recovered in rates through billings to customers.
109
SDG&E
As
we discuss in Note 1 of the Notes to Condensed Consolidated Financial Statements, SDG&E has a tolling agreement to purchase power generated at OMEC, a 605-MW generating facility. On March 28, 2019, OMEC LLC exercised the put option pursuant to the terms of a related agreement, requiring SDG&E to purchase the power plant for $280 million, subject to adjustments, by October 3, 2019. If the put is not waived, SDG&E will acquire the power plant in October 2019 and expects to fund the purchase price with proceeds from issuances of commercial paper that may be replaced by long-term debt issuances.
As we discuss below in “Factors Influencing Future Performance – SDG&E –
Wildfire Legislation,” SDG&E has elected to participate in the Wildfire Fund pursuant to AB 1054 and AB 111. Accordingly, SDG&E will contribute $322.5 million to the Wildfire Fund in September 2019 using proceeds from an equity contribution from Sempra Energy. We expect to fund the equity contribution to SDG&E with proceeds from issuances of commercial paper that may be replaced by long-term debt issuances or settling forward sale agreements through physical delivery of shares of our common stock in exchange for cash. SDG&E will also be required to make shareholder contributions of $12.9 million in each of the next 10 years. The initial and annual contributions totaling approximately $452 million are not subject to rate recovery.
SoCalGas
Aliso Canyon Natural Gas Storage Facility Gas Leak
We provide information on
the natural gas leak at the Aliso Canyon natural gas storage facility further in Note 11 of the Notes to Condensed Consolidated Financial Statements herein, in “Factors Influencing Future Performance” below and in “Item 1A. Risk Factors” in the Annual Report. The costs incurred to remediate and stop the Leak and to mitigate local community impacts are significant and may increase, and the costs of defending against the related civil and criminal lawsuits and cooperating with related investigations, and any damages, restitution, and civil, administrative and criminal fines, sanctions, penalties and other costs, if awarded or imposed, as well as costs of mitigating the actual natural gas released, could be significant, and to the extent not covered by insurance (including any costs in excess of applicable policy limits), if there were to be significant delays in receiving insurance recoveries, or if the insurance recoveries are subject to income taxes while
the associated costs are not tax deductible, such amounts could have a material adverse effect on SoCalGas’ and Sempra Energy’s cash flows, financial condition and results of operations. Also, higher operating costs and additional capital expenditures incurred by SoCalGas as a result of new laws, orders, rules and regulations arising out of this incident or our responses thereto could be significant and may not be recoverable in customer rates, which may have a material adverse effect on SoCalGas’ and Sempra Energy’s cash flows, financial condition and results of operations.
Sempra Texas Utilities
Oncor’s business is capital intensive, and it relies on external financing as a significant source of liquidity for its capital requirements. In the past, Oncor has financed a substantial portion of its cash needs from operations and with proceeds from indebtedness. In the event that Oncor
fails to meet its capital requirements, we may be required to make additional investments in Oncor, or if Oncor is unable to access sufficient capital to finance its ongoing needs, we may elect to make additional investments in Oncor which could be substantial and which would reduce the cash available to us for other purposes, could increase our indebtedness and could ultimately materially adversely affect our results of operations, financial condition and prospects. In that regard, our commitments to the PUCT prohibit us from making loans to Oncor. As a result, if Oncor requires additional financing and cannot obtain it from other sources, we may be required to make a capital contribution to Oncor.
Sempra Mexico
We expect to fund operations and dividends at IEnova with available funds, including credit facilities, and funds internally generated by the Sempra Mexico businesses,
as well as funds from project financing, interim funding from the parent or affiliates, and partnering in JVs.
IEnova paid $71 million of dividends to minority shareholders in the year ended December 31, 2018.
IEnova’s shareholders approved the formation of a fund for IEnova to repurchase its own shares for a maximum amount of $250 million. Repurchases shall not exceed IEnova’s total net profits, including retained earnings, as stated in their financial statements. In the six months ended June 30, 2019, IEnova repurchased 2,200,000 shares of its outstanding common stock held by NCI for approximately $8 million, resulting in an increase in Sempra Energy’s ownership interest in IEnova from 66.5 percent at December
31, 2018 to 66.6 percent at June 30, 2019.
110
Sempra Renewables
As we discuss in Note 5 of the Notes to Condensed Consolidated Financial Statements herein and below in “Factors Influencing Future Performance,” in April 2019, Sempra Renewables sold its remaining wind assets and investments for $569 million, net of transaction costs. The proceeds from the sale were used to pay down debt and redeploy capital to support the strategic growth of Sempra Energy in North America.
Sempra LNG
Sempra LNG, through its interest in Cameron LNG JV, is constructing a natural
gas liquefaction export facility at the Cameron LNG JV terminal. The majority of the current three-train liquefaction project is project-financed, with most or all of the remainder of the capital requirements to be provided by the project partners, including Sempra Energy, through equity contributions under the project equity agreements. We expect that our remaining equity requirements to complete the project will be met by a combination of our share of cash generated from each liquefaction train as it comes on line and additional cash contributions. Sempra Energy guarantees 50.2 percent of Cameron LNG JV’s obligations under the financing agreements for a maximum amount of up to $3.9 billion. The guarantees will terminate upon satisfaction of certain conditions, including all three trains achieving commercial operation and meeting certain operational performance tests. We anticipate that the guarantees will be terminated approximately nine months after all three trains
achieve commercial operation. We discuss Cameron LNG JV and the JV financing further in Note 6 of the Notes to Consolidated Financial Statements, in “Item 1A. Risk Factors” and in “Item 7. MD&A – Factors Influencing Future Performance” in the Annual Report. We also discuss Cameron LNG JV below in “Factors Influencing Future Performance.”
We expect Sempra LNG to require funding for the development and expansion of its remaining portfolio of projects, which may be financed through a combination of operating cash flow, funding from the parent, project financing and partnering in JVs.
Cash provided by operating activities at Sempra Energy increased in 2019 primarily due to:
▪
$361 million decrease in accounts receivable in 2019 compared to a $186 million decrease in 2018;
▪
$80 million net decrease in Insurance Receivable for Aliso Canyon Costs in 2019 compared to an $84 million net increase in 2018. The $80 million net decrease in 2019 includes $106 million in insurance proceeds received,
offset by $27 million of additional accruals; and
▪
$108 million distribution of earnings received from Oncor in 2019; offset by
▪
$105 million net decrease in Reserve for Aliso Canyon Costs in 2019 compared to a $56 million net increase in 2018. The $105 million net decrease in 2019 includes $132 million of cash paid, offset by $27 million of additional accruals;
▪
$10
million decrease in interest payable in 2019 compared to an $88 million increase in 2018;
▪
$60 million increase in net overcollected regulatory balancing accounts (including long-term amounts included in regulatory assets) at SoCalGas in 2019 compared to a $138 million increase in 2018; and
▪
$76 million increase in net undercollected regulatory balancing accounts (including long-term amounts included in regulatory assets) at SDG&E in 2019 compared to a $16 million increase
in 2018.
Our discontinued operations provided cash from operating activities of $181 million in 2019 compared to $148 million in 2018. The change was primarily due a decrease in accounts receivable in 2019 compared to an increase to 2018.
111
SDG&E
Cash provided by operating activities at SDG&E decreased in 2019 primarily due to:
▪
$76
million increase in net undercollected regulatory balancing accounts (including long-term amounts included in regulatory assets) in 2019 compared to a $16 million increase in 2018; and
▪
$12 million increase in accounts payable in 2019 compared to a $52 million increase in 2018; offset by
▪
$24 million in purchases of GHG allowances in 2019 compared to $62 million in 2018; and
▪
$26
million decrease in accounts receivable in 2019 compared to a $1 million increase in 2018.
SoCalGas
Cash provided by operating activities at SoCalGas decreased in 2019 primarily due to:
▪
$105 million net decrease in Reserve for Aliso Canyon Costs in 2019 compared to a $56 million net increase in 2018. The $105 million net decrease in 2019 includes $132 million of cash paid, offset by $27 million of additional accruals;
▪
$85
million lower net income, adjusted for noncash items included in earnings, in 2019 compared to 2018; and
▪
$60 million increase in net overcollected regulatory balancing accounts (including long-term amounts included in regulatory assets) in 2019 compared to a $138 million increase in 2018;offset by
▪
$80 million net decrease in Insurance Receivable for Aliso Canyon Costs in 2019 compared to an $84 million net increase in 2018. The
$80 million net decrease in 2019 includes $106 million in insurance proceeds received, offset by $27 million of additional accruals; and
▪
$265 million decrease in accounts receivable in 2019 compared to a $187 million decrease in 2018.
Cash used in investing activities at Sempra Energy decreased in 2019 primarily due to:
▪
$9.57 billion paid, including $9.45 billion of Merger Consideration, for the acquisition of our investment in Oncor Holdings in March 2018, as we discuss in Note 5 of the Notes to Condensed Consolidated Financial Statements;
▪
$569 million net proceeds from the April 2019 sale of Sempra Renewables’
remaining wind assets and investments;
▪
$327 million net proceeds from the February 2019 sale of Sempra LNG’s non-utility natural gas storage assets; and
▪
$183 million decrease in capital expenditures; offset by
▪
$1.1
billion higher cash contributions to Oncor Holdings primarily to fund Oncor’s purchase of InfraREIT in May 2019; and
▪
$102 million paid for the acquisition of our investment in Sharyland Holdings in May 2019.
We discuss these May 2019 transactions in Notes 5 and 6 of the Notes to Condensed Consolidated Financial Statements.
Our discontinued operations used cash in investing activities of $131 million in 2019 compared to $112 million in 2018.
SDG&E
Cash
used in investing activities at SDG&E decreased in 2019 primarily due to lower capital expenditures.
SoCalGas
Cash used in investing activities at SoCalGas decreased in 2019 primarily due to:
▪
$124 million decrease in capital expenditures; offset by
▪
$94 million increase in net advances
to Sempra Energy in 2019.
Improvements to electric and natural gas distribution systems, including certain pipeline safety
and
generation systems, plant and equipment
$
517
$
588
PSEP
12
12
Improvements
to electric transmission systems
179
251
SoCalGas:
Improvements to natural gas distribution, transmission and storage
systems, and for certain
pipeline safety
582
702
PSEP
77
81
Sempra
Mexico:
Construction of liquid fuels terminal
71
43
Construction of natural gas pipeline projects and other capital expenditures
51
48
Construction
of renewables projects
118
49
Sempra Renewables:
Construction costs for wind and solar projects
2
37
Sempra
LNG:
LNG liquefaction development costs
39
11
Other
1
2
Parent
and other
2
10
Total
$
1,651
$
1,834
The
amounts and timing of capital expenditures and certain investments are generally subject to approvals by various regulatory and other governmental and environmental bodies, including the CPUC and the FERC. Excluding discontinued operations, in 2019, we expect to make capital expenditures and investments of approximately $6.2 billion, an increase from the $5.8 billion summarized in “Item 7. MD&A – Capital Resources and Liquidity” in the Annual Report. The increase is primarily attributable to LNG development projects at Sempra LNG and SDG&E’s potential acquisition of the OMEC power plant for $280 million in October 2019.
Cash provided by financing activities at Sempra Energy decreased in 2019 primarily due to:
▪
$4.7 billion lower issuances of debt with maturities greater than 90 days, including:
◦
$4.3 billion for long-term debt ($1.5 billion in 2019 compared to $5.8 billion in 2018 primarily
to fund the acquisition of our investment in Oncor Holdings), and
◦
$444 million for commercial paper and other short-term debt ($1.1 billion in 2019 compared to $1.6 billion in 2018);
▪
$2.1 billion proceeds, net of $38 million in offering costs, from the issuances of
common stock in 2018;
▪
$1.7 billion proceeds, net of $32 million in offering costs, from the issuance of series A preferred stock in 2018; and
▪
$444 million decrease in short-term debt in 2019 compared to a $1.3 billion increase in 2018; offset by
113
▪
$928
million lower payments of debt with maturities greater than 90 days and finance leases, including:
◦
$557 million for long-term debt and finance leases ($569 million in 2019 compared to $1.1 billion in 2018), and
◦
$371 million for commercial
paper and other short-term debt ($302 million in 2019 compared to $673 million in 2018).
Cash used in financing activities at our discontinued operations was $83 million in 2019 compared to $44 million in 2018. The change was primarily due to common dividends paid by Peru.
SDG&E
Cash provided by financing activities at SDG&E decreased in 2019 primarily due to a higher decrease in short-term debt.
SoCalGas
Cash
provided by financing activities at SoCalGas decreased in 2019 primarily due to:
▪
$256 million decrease in short-term debt in 2019 compared to a $210 million increase in 2018; and
▪
$51 million lower issuances of long-term debt in 2019; offset by
▪
$498
million lower payments of long-term debt and finance leases in 2019.
FACTORS INFLUENCING FUTURE PERFORMANCE
We discuss various factors that could influence our future
performance below and in “Item 7. MD&A – Factors Influencing Future Performance” in the Annual Report. We describe below significant developments to capital projects and any significant new capital projects in 2019. You should read the information below together with “Item 7. MD&A – Factors Influencing Future Performance” and “Item 1A. Risk Factors” contained herein and in the Annual Report.
SEMPRA ENERGY
Capital Rotation
We regularly review our portfolio of assets with a view toward allocating capital to those businesses that we believe can further improve shareholder value. Following a comprehensive
strategic review of our businesses and asset portfolio by our board of directors and management, in June 2018, we announced our intention to sell several energy infrastructure assets. We completed the sales of our U.S. solar assets in December 2018, our non-utility natural gas storage assets in February 2019 and our remaining U.S. wind assets in April 2019. In January 2019, our board of directors approved a plan to sell our South American businesses based on our strategic shift to be geographically focused on North America. Our South American businesses and certain activities associated with those businesses have been presented as discontinued operations. We expect to complete the sale by the end of 2019. We discuss these sales and discontinued operations further in Note 5 of the Notes to Condensed Consolidated Financial Statements herein and in Notes 5 and 6 of the Notes to Consolidated Financial Statements in the Annual Report.
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SDG&E
Capital
Project Updates
CAPITAL PROJECTS PENDING REGULATORY RESOLUTION – SDG&E
Project description
Estimated capital cost
(in millions)
Status
Electric
Vehicle Charging
§
January 2018 application, pursuant to SB 350, to make investments to support medium-duty and heavy-duty electric vehicles with an estimated implementation cost of $34 million of O&M.
$121
§
In July 2019, the CPUC issued a proposed decision approving the settlement agreement filed in November 2018.
Energy Storage Projects
§
February
2018 application, pursuant to AB 2868, to make investments to accelerate the widespread deployment of distributed energy storage systems. SDG&E’s application requests approval of 100 MW of utility-owned energy storage.
$161
§
In June 2019, the CPUC declined to approve SDG&E’s application and provided guidance on future solicitations and filings for energy storage resources.
Wildfire Legislation
Senate Bill 901
On
September 21, 2018, the Governor of California signed into law SB 901, which includes a number of measures primarily intended to address certain wildfire risks relevant to consumers and utilities and guidelines for the CPUC to determine whether utilities acted reasonably in order to recover costs related to wildfires. Among other things, SB 901 also contains provisions for utility issuance of recovery bonds with respect to certain wildfire costs, subject to CPUC approval, wildfire mitigation plans, and creation of a commission to explore establishment of a fund and options for cost socialization with respect to catastrophic wildfires associated with utility infrastructure. SB 901 does not apply to the wildfires in SDG&E’s service territory in 2007.
SDG&E filed its proposed wildfire mitigation plan in February 2019, and the CPUC approved this plan in May 2019. The wildfire
mitigation plan does not include cost recovery. Pursuant to SB 901, in March 2019, the CPUC authorized SDG&E to establish a memorandum account to track the costs incurred for fire risk mitigation. The costs recorded to the memorandum account shall be incremental to the utility’s authorized recovery and will be reviewed as part of the utility’s next GRC proceeding. The CPUC issued a decision in June 2019 providing guidance on the electric utility wildfire mitigation plans. The decision held that approval of a utility’s wildfire mitigation plan meant that it had met all the statutory requirements in SB 901. While SB 901 provides for cost recovery related to the wildfire mitigation plan in a utility’s GRC proceeding, plan approval does not determine whether we acted reasonably when seeking recovery of plan-related costs.
Assembly Bill 1054 and Assembly Bill 111
On July
12, 2019, the Governor of California signed into law AB 1054 and AB 111 (together, the “Wildfire Legislation”), which took effect immediately. The Wildfire Legislation addresses certain important issues related to catastrophic wildfires in the State of California and their impact on electric IOUs. Gas distribution IOUs such as SoCalGas, are not covered by this legislation. The issues addressed include cost recovery standards and requirements, wildfire mitigation, a wildfire recovery fund, a cap on liability, and the establishment of a wildfire safety board. A Liquidity Fund will be created pursuant to the Wildfire Legislation. A Wildfire Fund will be created if California’s electric IOUs elect to participate. The availability of certain features of this legislation depends on the creation of the Wildfire Fund. The summary of the Wildfire Legislation below is not complete and is subject to, and qualified in its entirety by, the Wildfire Legislation.
Required
Features of the Wildfire Legislation. The Wildfire Legislation has a number of significant reforms relative to IOUs, including SDG&E. Those material features include the following:
▪
Creation of a Wildfire Safety Division and its advisory board, initially within the CPUC, to review and approve or deny the Wildfire Mitigation Plans (WMPs) of the IOUs.
▪
Creation of a Liquidity Fund administered by the state – The fund will provide liquidity to pay
IOU wildfire-related claims, subject to review by the fund administrator, within 45 days of the fund administrator’s approval.
115
▪
$5 billion of capital investment by IOUs to support wildfire mitigation – The IOUs will (i) make these capital investments, which will be included in their WMPs, and (ii) recover their securitized financing costs without a ROE, with SDG&E’s share to be $215 million, or 4.3 percent of the $5 billion capital investment.
▪
Annual
Safety Certification – The IOUs, subject to meeting various requirements, will receive an Annual Safety Certification from the CPUC.
▪
Retained insured exposures – The IOUs will continue to procure reasonable amounts of insurance or amounts determined by the fund administrator. Only claims in excess of the greater of $1 billion or the amount of insurance coverage required by the fund administrator are eligible for coverage by the Wildfire Fund.
The Liquidity Fund will be initially capitalized by a loan of up to $10.5 billion from the SMIF. The SMIF loan helps ensure funds are available, if needed. The SMIF loan will be repaid
with proceeds anticipated to be received from the issuance of new DWR bonds. As a result of the electric IOUs’ commitment to participate in the Wildfire Fund, any reimbursement of the Wildfire Fund by a participating electric IOU will be determined as we describe below.
Optional Features of the Wildfire Legislation. The Wildfire Legislation also includes features that are available at the IOUs’ option. IOUs not subject to an insolvency proceeding, which are SDG&E and Edison, had the option to collectively notify the CPUC of their commitment to provide shareholder contributions as described below. SDG&E and Edison notified the CPUC of their commitment to participate. As a result, the Liquidity Fund described above will be used to help fund the Wildfire Fund described below, the other required features described above will still apply, and the following additional material features become operative:
▪
Creation
of a Wildfire Fund – The fund will be initially established using the SMIF loan described above, with a similar repayment arrangement using proceeds anticipated from the issuance of new DWR bonds, and IOU shareholder contributions, as we describe below. The Wildfire Fund will provide liquidity to the participating IOUs to pay wildfire-related claims, subject to review by the fund administrator.
▪
IOU shareholder liability cap and obligation to reimburse – The Wildfire Fund provides clarified standards for the CPUC to apply in its prudency review, described below, in the event of wildfire losses. To the extent the IOU losses are found to be prudently
incurred, the Wildfire Fund would absorb those losses. To the extent the IOU losses are found to be imprudently incurred, IOU shareholders would reimburse such losses to the Wildfire Fund, subject to a Liability Cap described below.
▪
Liability Cap – Subject to the IOU holding a valid Annual Safety Certification, a shareholder liability cap would limit, on a rolling three-year basis, the amount shareholders must pay for losses found to be imprudently incurred to 20 percent of the IOU’s Electric Transmission and Distribution Equity Rate Base, as published by the wildfire fund administrator annually. These payments, if any, would be used to reimburse the Wildfire Fund.
▪
Prudency
standard of review – The prudency standard of review will be modified to require that, when reviewing wildfire liability losses paid, the CPUC apply clearer standards, similar to the FERC standard, when determining the reasonableness of a utility’s conduct related to an ignition. Under this standard, the conduct under review related to the ignition may consider factors within and beyond the utility’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, unless a serious doubt is raised, in which case the utility must dispel it.
▪
Insurance
subrogation claim limit – The fund administrator will generally limit payments of subrogation claims to 40 percent of the claim value.
All three large California electric IOUs, PG&E, Edison and SDG&E, have committed to participate in the Wildfire Fund and are required to make initial shareholder contributions totaling $7.5 billion with additional annual contributions of $300 million in each of the next 10 years for a total shareholder contribution of $10.5 billion. These shareholder contributions will be combined with the Liquidity Fund proceeds, for a total of $21 billion. However, PG&E’s ultimate participation in the Wildfire Fund and its obligations to contribute are subject to specific conditions. If PG&E does not contribute to the Wildfire Fund, the total amount in the fund would be materially less.
SDG&E’s portion of the shareholder contribution
will be approximately $452 million, with an initial contribution of $322.5 million to be paid by September 10, 2019. SDG&E expects to fund its initial shareholder contribution with proceeds from an equity contribution from Sempra Energy. We expect to fund the equity contribution to SDG&E with proceeds from issuances of commercial paper that may be replaced by long-term debt issuances or settling forward sale agreements through physical delivery of shares of our common stock in exchange for cash. SDG&E will also be required to make annual shareholder contributions of $12.9 million in each of the next 10 years. The initial and annual contributions are not subject to rate recovery.
SDG&E received its Annual Safety Certification from the CPUC on July 26, 2019, which is valid for 12 months. As a result, the Liability
Cap for SDG&E will be approximately $825 million based on its 2018 rate base. 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.
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Other SDG&E Matters
See “Item 7. MD&A – Factors Influencing Future Performance” in the Annual Report for a discussion about:
▪
Electric Rate Reform – California Assembly Bill 327
▪
Potential
Impacts of Community Choice Aggregation and Direct Access
▪
Renewable Energy Procurement
SOCALGAS
Aliso Canyon Natural Gas Storage Facility Gas Leak
In October 2015, SoCalGas discovered a leak at one of its injection-and-withdrawal wells, SS25, at its Aliso Canyon natural gas storage facility located in Los Angeles County. SoCalGas worked closely with several of the world’s leading experts to stop the Leak. In February 2016, DOGGR confirmed that the well was permanently
sealed.
See Note 11 of the Notes to Condensed Consolidated Financial Statements for discussions of the following related to the Leak:
▪
Local Community Mitigation Efforts
▪
Civil and Criminal Litigation
▪
Regulatory Proceedings
▪
Governmental
Investigations and Orders and Additional Regulation
▪
Insurance
The costs incurred to remediate and stop the Leak and to mitigate local community impacts have been significant and may increase, and we may be subject to potential significant damages, restitution, and civil, administrative and criminal fines, penalties and other costs. In addition, the costs of defending against civil and criminal lawsuits, cooperating with investigations, and any damages, restitution, and civil, administrative and criminal fines, penalties and other costs, if awarded or imposed, as well as the costs of mitigating the actual natural gas released, could be significant. To the extent any of these
costs are not covered by insurance (including any costs in excess of applicable policy limits), if there were to be significant delays in receiving insurance recoveries, or if the insurance recoveries are subject to income taxes while the associated costs are not tax deductible, such amounts could have a material adverse effect on SoCalGas’ and Sempra Energy’s cash flows, financial condition and results of operations.
Cost Estimates and Accounting Impact
At June 30, 2019, SoCalGas estimates its costs related to the Leak are $1,082 million(the cost estimate), which includes $1,053 million of costs recovered or probable of recovery from insurance. Approximately 52percent of the cost estimate is for the temporary relocation program (including cleaning costs and certain labor costs). The remaining portion of the cost estimate includes costs incurred to defend litigation, the costs of the government-ordered response to the Leak including the costs for an independent third party to conduct a root cause analysis, efforts to control the well, to mitigate the actual natural gas released, the cost of replacing the lost gas, and other costs, as well as the estimated costs to settle certain actions. SoCalGas adjusts the cost estimate as additional information becomes available. A substantial portion of the cost estimate has been paid, and $46 millionis accrued in Reserve for Aliso Canyon Costs and$9 millionis accrued in Deferred Credits and Other
as ofJune 30, 2019 on SoCalGas’ and Sempra Energy’s Condensed Consolidated Balance Sheets.
As of June 30, 2019, we recorded the expected recovery of the cost estimate related to the Leak of $381 million as Insurance Receivable for Aliso Canyon Costs on SoCalGas’ and Sempra Energy’s Condensed Consolidated Balance Sheets. This amount is net of insurance retentions and $672 million of insurance proceeds we received through June 30, 2019. The Insurance Receivable for Aliso Canyon Costs and insurance proceeds received to
date relate to portions of the cost estimate described above, including temporary relocation and associated processing costs, control-of-well expenses, costs of the government-ordered response including for an independent third party to conduct a root cause analysis, the costs to settle certain claims as described in “Civil and Criminal Litigation” in Note 11 of the Notes to Condensed Consolidated Financial Statements, the estimated costs to perform obligations pursuant to settlement of some of those claims, legal costs and lost gas. If we were to conclude that this receivable or a portion of it is no longer probable of recovery from insurers, some or all of this receivable would be charged against earnings, which could have a material adverse effect on SoCalGas’ and Sempra Energy’s cash flows, financial condition and results of operations.
As
described in “Civil and Criminal Litigation” in Note 11 of the Notes to Condensed Consolidated Financial Statements, the actions seek compensatory, statutory and punitive damages, restitution, and civil, administrative and criminal fines, penalties and
117
other costs, which, except for the amounts paid or estimated to settle certain actions, are not included in the cost estimate as it is not possible at this time to predict the outcome of these actions or reasonably estimate the amount of damages, restitution or civil, administrative or criminal fines, penalties or other costs that may be imposed. The recorded amounts above also do not include future legal costs necessary to defend litigation,
and other potential costs that we currently do not anticipate incurring or that we cannot reasonably estimate. Furthermore, the cost estimate does not include any sanctions, fines, penalties or other costs that may be imposed by the CPUC in connection with the OII opened in June 2019 and certain other costs incurred by Sempra Energy associated with defending against shareholder derivative lawsuits.
Natural Gas Storage Operations and Reliability
Natural gas withdrawn from storage is important for service reliability during peak demand periods, including peak electric generation needs in the summer and heating needs in the winter. The Aliso Canyon natural gas storage facility, with a capacity of 86 Bcf (representing 63 percent of SoCalGas’ natural gas storage capacity), is the largest SoCalGas
storage facility and an important element of SoCalGas’ delivery system. As a result of the Leak, SoCalGas suspended injection of natural gas into the Aliso Canyon natural gas storage facility beginning in October 2015, and following a comprehensive safety review and authorization by DOGGR and the CPUC’s Executive Director, resumed limited injection operations in July 2017.
During the suspension period, SoCalGas advised the California ISO, CEC, CPUC and PHMSA of its concerns that the inability to inject natural gas into the Aliso Canyon natural gas storage facility posed a risk to energy reliability in Southern California. Following the resumption of injection operations, the CPUC has issued a series of directives to SoCalGas specifying the range of working gas to be maintained in the Aliso Canyon natural gas storage facility to help ensure safety and reliability for the region and just and reasonable rates in California,
the most recent of which, issued in July 2018, directed SoCalGas to maintain up to 34 Bcf of working gas. Limited withdrawals of natural gas from the facility were made in 2018 and 2019 to augment natural gas supplies during critical demand periods. In July 2019, the CPUC issued a revised protocol authorizing withdrawals of natural gas from the facility if gas supply is low in the region, to maintain system reliability and price stability.
If the Aliso Canyon natural gas storage facility were to be permanently closed, or if future cash flows were otherwise insufficient to recover its carrying value, it could result in an impairment of the facility and significantly higher than expected operating costs and/or additional capital expenditures, and natural gas reliability and electric generation could be jeopardized. At June 30,
2019, the Aliso Canyon natural gas storage facility had a net book value of $762 million. Any significant impairment of this asset could have a material adverse effect on SoCalGas’ and Sempra Energy’s results of operations for the period in which it is recorded. Higher operating costs and additional capital expenditures incurred by SoCalGas may not be recoverable in customer rates and could have a material adverse effect on SoCalGas’ and Sempra Energy’s cash flows, financial condition and results of operations.
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CALIFORNIA
UTILITIES – JOINT MATTERS
Capital Project Updates
JOINT CAPITAL PROJECTS PENDING REGULATORY RESOLUTION – CALIFORNIA UTILITIES
Project description
Estimated capital cost
(in millions)
Status
Line
1600 Test or Replacement Project
§
Pursuant to a CPUC order, in September 2018, SDG&E and SoCalGas submitted a plan to the CPUC to address Line 1600 PSEP requirements by replacing 37 miles of Line 1600 predominately in populated areas and testing 13 miles of Line 1600 in rural areas.
$671
§
In January 2019, the CPUC approved the proposed plan to address Line 1600 PSEP requirements. Cost recovery will be addressed in future GRCs.
§
Estimated O&M implementation cost of $45 million and cost to retire portions
of Line 1600 of $14 million at SDG&E.
§
In May 2019, certain intervenors filed a petition to re-open the proceeding and review the proposed plan.
Mobile Home Park Utility Upgrade Program
§
In April 2018, the CPUC opened an OIR to evaluate the Mobile Home Park Program to convert eligible units to direct utility service and determine if it should be extended beyond the initial
three-year pilot to a permanent program, and if extended, to adopt programmatic modifications.
$471 to $508
§
A final decision in the OIR is expected by the end of 2019.
§
In March 2019, the CPUC issued a resolution approving the extension of the pilot program through the earlier of 2021 or the issuance of a CPUC decision on pending proceedings.
Natural
Gas Pipeline Operations Safety Assessments
As we discuss in “Item 7. MD&A – Factors Influencing Future Performance” in the Annual Report, since 2011, the California Utilities have incurred costs related to the implementation of the CPUC’s directives to test or replace natural gas transmission pipelines that do not have sufficient documentation of a pressure test and to address retrofitting pipelines to allow for in-line inspection tools and, where appropriate, automated or remote controlled shut-off valves (referred to as PSEP).
As shown in the table below, SoCalGas and SDG&E have made significant pipeline safety investments under the PSEP program, and SoCalGas expects to continue making significant investments as approved through various regulatory proceedings. SDG&E’s
PSEP program was substantially completed in 2017, with the exception of Line 1600, which we discuss in the table above. Both utilities have filed joint applications and plan to file future applications with the CPUC for review of the PSEP project costs as follows:
Excludes
certain pressure testing and pipeline replacement costs incurred through June 30, 2019 that were not eligible for recovery based on prior CPUC decisions. Also excludes $45 million incurred for the Line 1600 Test or Replacement Project.
(2)
Includes costs approved in the 2017 Forecast Application. Excludes $2 million of PSEP-specific insurance costs for which SoCalGas and SDG&E are authorized to request recovery in a future filing.
(3)
Costs
for completed projects pursuant to the 2018 Reasonableness Review Application filed in November 2018, with a decision expected in 2020.
(4)
Remaining costs not the subject of prior applications are to be included in subsequent GRCs.
(5)
Authorized to recover 50 percent of the Phase 1 revenue requirement annually, subject to refund.
If
either SoCalGas or SDG&E are unable to recover a significant amount of these safety investments from ratepayers, it could have a material adverse effect on the cash flows, results of operations and financial condition of SoCalGas, SDG&E and Sempra Energy.
We provide additional information about the credit ratings of Sempra Energy, SDG&E and SoCalGas below in “Item 1A. Risk Factors.”
SEMPRA TEXAS UTILITIES
Oncor Holdings
As we discuss in Notes 5 and 6 of the Notes to Condensed Consolidated Financial Statements, on May 16, 2019, Oncor completed the acquisition of 100 percent of the issued and outstanding shares
of InfraREIT and 100 percent of the limited partnership units of its subsidiary, InfraREIT Partners, pursuant to the InfraREIT Merger Agreement. Under the InfraREIT Merger Agreement, Oncor paid merger consideration of $1,275 million or $21 per share. On May 16, 2019, in connection with and immediately after the closing of the acquisition, Oncor extinguished all of InfraREIT’s outstanding debt (totaling $953 million) by repaying an aggregate principal amount of $602 million on behalf of InfraREIT’s subsidiaries (using proceeds from a term loan and issuances of commercial paper), and exchanging an aggregate principal amount of $351 million of secured senior notes issued by InfraREIT subsidiaries for secured senior notes issued by Oncor.
Sharyland Holdings
As we discuss in Note 5 of the Notes to Condensed Consolidated Financial Statements,
on May 16, 2019, Sempra Energy acquired an indirect, 50-percent interest in Sharyland Holdings for $102 million (subject to customary closing adjustments), which we account for as an equity method investment.
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SEMPRA MEXICO
Capital Project Updates
CAPITAL
PROJECTS – SEMPRA MEXICO – GAS BUSINESS
Project description
Our share of
estimated capital cost
(in millions)
Status
Sur de Texas-Tuxpan Marine Pipeline
§
IMG
was awarded the right to build, own and operate the natural gas marine pipeline in June 2016 by the CFE.
$992
§
Completed in June 2019; pending acceptance of the in-service date by the CFE.
§
Sempra Mexico has a 40-percent interest in IMG, a JV with TC Energy, which owns the remaining 60-percent interest.
§
In June 2019, the CFE sent IMG a request for
arbitration over certain contract terms relating to force majeure clauses and fixed capacity payments applicable to such events.
§
Natural gas transportation services agreement for a 25-year term, denominated in U.S. dollars.
Manzanillo Terminal
§
Plan
to develop, construct and operate a marine terminal for the receipt, storage and delivery of refined products in Manzanillo, Colima.
$149 to $235
§
Estimated completion: first quarter of 2021.
§
Increased storage capacity to 2.2 million barrels is fully contracted under long-term, U.S. dollar-denominated agreements with British Petroleum, Trafigura Mexico, S.A. de C.V. and Marathon Petroleum Corporation.
§
Sempra
Mexico has a 52.4-percent interest in TP Terminals, S. de. R.L. de C.V., a JV with Trafigura Mexico, S.A. de C.V., which owns the remaining 47.6-percent interest. Sempra Mexico has the option to increase its ownership interest up to 82.5 percent.
Ecogas
§
Expansion plan to connect approximately 40 thousand new customers in the next two years.
$78
§
Estimated
completion: 2019 through 2021 as portions are completed.
CAPITAL PROJECTS – SEMPRA MEXICO – POWER BUSINESS
Project description
Our share of
estimated
capital cost
(in millions)
Status
La Rumorosa Solar Complex
§
Awarded 41-MW photovoltaic solar energy project located in Baja California, Mexico, in an auction conducted by Mexico’s National Center of Electricity Control (Centro Nacional de Control de Energía) in September 2016.
$50
§
Completed
in June 2019.
§
Contracted by the CFE under a 15-year renewable energy agreement and a 20-year clean energy certificate agreement, denominated in U.S. dollars.
Tepezalá II Solar Complex
§
Awarded
100-MW photovoltaic solar energy project located in Aguascalientes, Mexico, in an auction conducted by Mexico’s National Center of Electricity Control in September 2016.
$90
§
Estimated completion: third quarter of 2019.
§
Contracted by the CFE under 15-year renewable energy and capacity agreements and a 20-year clean energy certificate agreement, denominated in U.S. dollars.
§
Trina
Solar owns a 10-percent interest in the project. Sempra Mexico has the option to purchase, and Trina Solar has the option to sell, Trina Solar’s ownership interest at the end of the construction period, before operations commence.
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Certain assertions made by the CFE and Mexican government, coupled with the request for arbitration by the CFE to IEnova and IMG and other recent statements and actions by the CFE, raise serious concerns over whether the terms of Sempra Mexico’s
gas pipeline contracts will be honored or disputed in arbitration. IEnova remains committed to continue a constructive dialogue with the authorities. IEnova and other affected natural gas pipeline developers have joined the CFE and the President of Mexico’s representatives in negotiations to resolve the dispute.
The failure by the CFE to honor the terms of Sempra Mexico’s gas pipeline contracts, the loss in arbitration or litigation over disputes regarding these contracts, and the inability to enter into gas pipeline contracts in the future could have a material adverse effect on Sempra Energy’s cash flows, financial condition, results of operation and prospects.
The ability to successfully complete major construction projects is subject to a number of risks and uncertainties. For a discussion of these risks and uncertainties, see “Item 1A. Risk Factors” in the Annual Report.
Guaymas-El
Oro Segment of the Sonora Pipeline
As we discuss in Note 11 of the Notes to Condensed Consolidated Financial Statements, IEnova has received force majeure payments for the Guaymas-El Oro segment of the Sonora pipeline since August 2017, which payments are scheduled to end in August 2019, after damage to that segment of the pipeline made it inoperable and a court order has prevented repairs to put the pipeline back in service. Under the contract and prior to the expiration of the force majeure period, IEnova may terminate the contract and seek to recover its reasonable and documented costs and lost profits.
In July 2019, the CFE filed a request for arbitration generally to nullify certain contract terms that provide for fixed capacity payments in instances of force majeure and made a demand for substantial damages in connection with the force majeure event.
If
IEnova is unable to reach a satisfactory and timely resolution through discussions or arbitration or if IEnova terminates the contract and is unable to obtain recovery, there may be a material adverse impact on Sempra Energy’s results of operations and cash flows and our ability to recover the carrying value of our investment.
Sur de Texas-Tuxpan Marine Pipeline
As we discuss in Note 11 of the Notes to Condensed Consolidated Financial Statements, IMG received force majeure payments for the Sur de Texas-Tuxpan marine pipeline from November 2018 through April 2019, after construction delays extended the commercial operation date. While awaiting acceptance of the in-service date by the CFE, in June 2019, IMG received a request for arbitration from the CFE generally to nullify certain contract terms that provide for fixed capacity payments in instances of force majeure and made a demand
for substantial damages in connection with the force majeure event. To date, the CFE has declined to issue the certificate needed to allow the pipeline to enter commercial operation. IEnova and TC Energy are in active discussions with the CFE and the outcome of the discussions and arbitration remains uncertain. If IEnova and TC Energy are unable to reach a satisfactory and timely resolution through discussion or arbitration, there may be a material adverse impact on Sempra Energy’s results of operations and cash flows and our ability to recover the carrying value of our investment.
Energía Costa Azul LNG Terminal
As we discuss in “Item 7. MD&A – Factors Influencing Future Performance” in the Annual Report, Sempra LNG and IEnova are developing a proposed natural gas liquefaction project at IEnova’s existing regasification
terminal at ECA. The proposed liquefaction facility project, which we expect will be developed in two phases, is being developed to provide buyers with direct access to west coast LNG supplies. ECA currently has profitable long-term regasification contracts for 100 percent of the regasification facility’s capacity through 2028, making the decisions on whether and how to pursue a new liquefaction facility dependent in part on whether the investment in a new liquefaction facility would, over the long term, be more beneficial financially than continuing to supply regasification services under our existing contracts.
In March 2019, ECA LNG received two authorizations from the DOE to export U.S.-produced natural gas to Mexico and to re-export LNG to non-FTA countries from its Phase 1 and Phase 2 projects in development.
In June 2018, we selected a TechnipFMC plc and Kiewit Corporation
partnership as the EPC contractor for the first phase of the proposed ECA LNG liquefaction facility project (ECA LNG Phase 1). The TechnipFMC-Kiewit partnership is to perform the engineering, planning and related activities necessary to prepare, negotiate and finalize a definitive EPC contract for ECG LNG Phase 1. The current arrangement with the TechnipFMC-Kiewit partnership does not commit any party to enter into a definitive EPC contract or otherwise participate in the project.
The ultimate participation of TOTAL S.A., Mitsui & Co., Ltd. and Tokyo Gas Co., Ltd. in the potential ECA LNG project as contemplated by a Heads of Agreements signed in November 2018 remains subject to finalization of definitive agreements, among other factors, and none of these parties has committed to participate in this project. The development of the ECA LNG
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Phase
1 and Phase 2 projects is subject to numerous risks and uncertainties, including obtaining binding customer commitments; the receipt of a number of permits and regulatory approvals; obtaining financing; negotiating and completing suitable commercial agreements, including a definitive EPC contract, equity acquisition and governance agreements, LNG sales agreements and gas supply and transportation agreements; reaching a final investment decision; and other factors associated with this potential investment. In addition, as we discuss in Note 11 of the Notes to Condensed Consolidated Financial Statements, an unfavorable decision on certain property disputes and permit challenges could materially and adversely affect the development of these projects. For a discussion of these risks, see “Item 1A. Risk Factors” in the Annual Report.
SEMPRA
RENEWABLES
As we discuss in Note 5 of the Notes to Condensed Consolidated Financial Statements, in April 2019, Sempra Renewables sold its remaining wind assets and investments and received cash proceeds of $569 million, net of transaction costs. Upon completion of the sale, remaining nominal business activities at Sempra Renewables were subsumed into Parent and other, and the Sempra Renewables segment ceased to exist.
SEMPRA LNG
Cameron LNG JV Three-Train Liquefaction Project
Construction on the current three-train liquefaction project began in the second half of 2014 under an EPC contract with a JV between
CB&I, LLC (as assignee of CB&I Shaw Constructors, Inc.), a wholly owned subsidiary of McDermott International, Inc., and Chiyoda International Corporation, a wholly owned subsidiary of Chiyoda Corporation.
Large-scale construction projects like the design, development and construction of the Cameron LNG JV liquefaction facility involve numerous risks and uncertainties, including among others, the potential for unforeseen engineering challenges, substantial construction delays and increased costs. Cameron LNG JV has a turnkey EPC contract, and if the contractor becomes unwilling or unable to perform according to the terms and timetable of the EPC contract, the project could face substantial construction delays and potentially significantly increased costs. If the contractor’s delays or failures are serious enough to cause the contractor to default under the EPC contract, such default could result in Cameron LNG JV’s
engagement of a substitute contractor, which would cause further delays.
In May 2019, construction of the first of three trains was completed and the first commissioning cargo carrying LNG was shipped. On July 26, 2019, Cameron LNG JV received authorization from the FERC to place Train 1 in service. We expect that substantial completion of Train 1 under the EPC contract will occur in the coming days.
In June 2019, Cameron LNG JV entered into an amendment to the EPC contract to provide for certain performance-based commercial considerations, including potential bonus payments to be paid by Cameron LNG JV if the contractor meets certain scheduled milestones and a resetting of the applicable start date for liquidated damages that would arise due to the delay of a train achieving substantial completion as contemplated by the EPC contract.
The amendment also waives all of the contractor’s known and unknown claims prior to June 28, 2019. The amendment became effective on July 1, 2019.
This recent EPC contract amendment, a prior settlement agreement between Cameron LNG JV and the EPC contractor, and project delays increased the total estimated cost, including capitalized interest, of the integrated Cameron LNG JV facility above the project budget and associated contingency adopted at the time of our final investment decision. We expect this increase will not be material to Sempra Energy, though the project may incur additional costs above what is currently anticipated that may be material to the overall cost of the project.
Based on a number of factors, we believe it is reasonable to expect Train 2 and Train 3 to begin
producing LNG in the first and second quarters, respectively, of 2020. These factors include, among others, the EPC contractor’s progress to date, the current commissioning activities, the remaining work to be performed, the project schedules received from the EPC contractor, Cameron LNG JV’s own review of the project schedules, the assumptions underlying such schedules, and the inherent risks in constructing and testing facilities such as the Cameron LNG JV liquefaction facility. For a discussion of the Cameron LNG JV and of these risks and other risks relating to the development of the Cameron LNG JV liquefaction project that could adversely affect our future performance, see Note 6 of the Notes to Consolidated Financial Statements and “Item 1A. Risk Factors” in the Annual Report.
Cameron
LNG JV has received the major permits and FTA and non-FTA approvals necessary to expand the current configuration of the Cameron LNG JV liquefaction project from the current three liquefaction trains under construction. The proposed expansion project includes up to two additional liquefaction trains, capable of increasing LNG production capacity by approximately 9 Mtpa to 10 Mtpa, and up to two additional full containment LNG storage tanks (one of which was permitted with the original three-train project).
Under the Cameron LNG JV financing agreements, expansion of the Cameron LNG JV facilities beyond the first three trains is subject to certain restrictions and conditions, including among others, timing restrictions on expansion of the project unless appropriate prior consent is obtained from lenders. Under the Cameron LNG JV equity agreements, the expansion of the project requires the unanimous consent of all the partners,
including with respect to the equity investment obligation of each partner. Discussions among the partners have been taking place regarding how an expansion may be structured. In July 2018, TOTAL S.A. acquired Engie S.A.’s interest in the Cameron LNG JV. In November 2018, Sempra Energy and TOTAL S.A. entered into an MOU that provides a framework for cooperation for the development of the potential Cameron LNG expansion project and the potential ECA liquefaction-export project that we describe above in “Sempra Mexico – Energía Costa Azul LNG Terminal.” The MOU contemplates TOTAL S.A. potentially contracting for up to approximately 9 Mtpa of LNG offtake across these two development projects, though the ultimate participation of TOTAL S.A. remains subject to finalization of definitive agreements, among other factors, and TOTAL S.A. has no commitment to participate in the project. We expect that discussions on the potential
expansion will continue among all the Cameron LNG JV members. There can be no assurance that a mutually agreeable expansion structure will be agreed upon unanimously by the Cameron LNG JV members, which if not accomplished in a timely manner, could materially and adversely impact the development of the expansion project. In light of this, we are unable to predict when we and/or Cameron LNG JV might be able to move forward on this expansion project.
The expansion of the Cameron LNG JV facilities beyond the first three trains is subject to a number of risks and uncertainties, including amending the Cameron LNG JV agreement among the partners, obtaining binding customer commitments, completing the required commercial agreements, securing and maintaining all necessary permits, approvals and consents, obtaining financing, reaching a final investment decision among the Cameron LNG JV partners, and other factors associated with the
potential investment. See “Item 1A. Risk Factors” in the Annual Report.
Other LNG Liquefaction Development
Design, regulatory and commercial activities are ongoing for potential LNG liquefaction developments at our Port Arthur, Texas site and at Sempra Mexico’s ECA facility. For these development projects, we have met with potential customers and determined there is an interest in long-term contracts for LNG supplies beginning in the 2022 to 2025 time frame.
Port Arthur
Sempra LNG is developing a proposed natural gas liquefaction project on a greenfield site that it owns in the vicinity of Port Arthur, Texas located along the Sabine-Neches waterway.
In April 2019, the FERC approved the siting, construction and operation of the Port Arthur
liquefaction facility, along with certain natural gas pipelines, including the Louisiana Connector Pipeline, that could be used to supply feed gas to the liquefaction facility, assuming the project is completed.
Sempra LNG received authorizations from the DOE in August 2015 and May 2019 that collectively permit the LNG to be produced from the proposed Port Arthur project to be exported to all current and future FTA and non-FTA countries.
In June 2018, we selected Bechtel Corporation as the EPC contractor for the proposed Port Arthur liquefaction project. Bechtel Corporation is to perform the engineering, execution planning and related activities necessary to prepare, negotiate and finalize a definitive EPC contract for the project. The current arrangement with Bechtel Corporation does not commit any party to enter into a definitive EPC contract or otherwise participate in the project.
In
December 2018, Polish Oil & Gas Company (PGNiG) and Port Arthur LNG entered into a definitive 20-year agreement for the sale and purchase of 2 Mtpa of LNG per year. Under the agreement, LNG purchases by PGNiG from Port Arthur LNG will be made on a free-on-board basis, with PGNiG responsible for shipping the LNG from the Port Arthur terminal to the final destination. Port Arthur LNG will manage the gas pipeline transportation, liquefaction processing and cargo loading. The agreement is subject to certain conditions precedent, including Port Arthur LNG making a positive final investment decision.
In May 2019, Aramco Services Company and Sempra LNG signed a Heads of Agreement for the negotiation and finalization of a definitive 20-year LNG sale and purchase agreement for 5 Mtpa of LNG offtake. The Heads of Agreement also includes the negotiation and finalization of a 25-percent equity investment in the project.
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In
June 2019, Sempra LNG initiated with the FERC the pre-filing review of a proposed extension of Port Arthur Pipeline, LLC’s Louisiana Connector Pipeline to Delhi, Louisiana. The proposed extension would also include increasing the size of the pipeline from 42 inches to 48 inches.
In June 2017, Port Arthur signed an MOU with Korea Gas Corporation for potential participation in the Port Arthur LNG project as an LNG buyer and equity participant. The MOU expired in accordance with its terms in June 2019.
Also, in June 2019, Sempra LNG initiated with the FERC the pre-filing review of a proposed FERC application for the siting, construction and operation of a second phase at the Port Arthur facility. The pre-filing documentation contemplates, among other things, the potential addition of two liquefaction trains at the Port Arthur facility.
Development
of the Port Arthur LNG liquefaction project is subject to a number of risks and uncertainties, including obtaining additional customer commitments; completing the required commercial agreements, such as equity acquisitions and governance agreements, LNG sales agreements and gas supply and transportation agreements; completing construction contracts; securing all necessary permits and approvals; obtaining financing and incentives; reaching a final investment decision; and other factors associated with the potential investment. See “Item 1A. Risk Factors” in the Annual Report.
Energía Costa Azul
We further discuss Sempra LNG’s participation in potential LNG liquefaction development at Sempra Mexico’s ECA facility above in “Sempra Mexico – Energía Costa Azul LNG Terminal.”
LITIGATION
We
describe legal proceedings that could adversely affect our future performance in Note 11 of the Notes to Condensed Consolidated Financial Statements.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
We view certain
accounting policies as critical because their application is the most relevant, judgmental, and/or material to our financial position and results of operations, and/or because they require the use of material judgments and estimates. We discuss these accounting policies in “Item 7. MD&A” in the Annual Report.
We describe our significant accounting policies in Note 1 of the Notes to Consolidated Financial Statements in the Annual Report. We follow the same accounting policies for interim reporting purposes.
NEW
ACCOUNTING STANDARDS
We discuss the relevant pronouncements that have recently been issued or become effective and have had or may have an impact on our financial statements and/or disclosures in Note 2 of the Notes to Condensed Consolidated Financial Statements.
ITEM
3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We provide disclosure regarding derivative activity in Note 8 of the Notes to Condensed Consolidated Financial Statements. We discuss our market risk and risk policies in detail in “Item 7A. Quantitative and Qualitative Disclosures about Market Risk” in the Annual Report.
After
the effects of interest rate swaps. Before the effects of acquisition-related fair value adjustments and reductions for unamortized discount and debt issuance costs, and excluding finance lease obligations and build-to-suit lease.
Interest rate risk sensitivity analysis measures interest rate risk by calculating the estimated changes in earnings that would result from a hypothetical change in market interest rates. Earnings are affected by changes in interest rates on short-term debt and variable long-term debt. If weighted-average interest rates on short-term debt outstanding at June 30, 2019 increased or decreased by 10 percent, the change in earnings over the next 12-month period ended June
30,2020 would be approximately $7 million. If interest rates increased or decreased by 10 percent on all variable-rate long-term debt at June 30, 2019, after considering the effects of interest rate swaps, the change in earnings over the next 12-month period ended June 30,2020 would be approximately $3 million.
CREDIT RATINGS
We provide additional information about the credit ratings of Sempra Energy, SDG&E and SoCalGas in “Item 1A. Risk Factors” herein and in “Item 1A. Risk Factors” and “Item 7A. Quantitative and Qualitative Disclosures about
Market Risk – Credit Ratings” in the Annual Report.
The credit ratings of Sempra Energy, SDG&E and SoCalGas remained at investment grade levels in the first six months of 2019. At June 30, 2019:
▪
Moody’s issuer rating was Baa1 with a negative outlook for Sempra Energy, Baa1 with a negative outlook for SDG&E and A1 with a negative outlook for SoCalGas;
▪
S&P’s issuer credit rating was BBB+ with a negative outlook
for Sempra Energy, BBB+ with a negative outlook for SDG&E and A with a negative outlook for SoCalGas; and
▪
Fitch long-term issuer default rating was BBB+ with a stable outlook for Sempra Energy, BBB+ with a negative outlook for SDG&E and A with a stable outlook for SoCalGas.
Our credit ratings may affect the rates at which borrowings bear interest and the commitment fees on available unused credit. A downgrade of Sempra Energy’s or any of its subsidiaries’ credit ratings or rating outlooks may result in a requirement for collateral to be posted in the case of certain financing arrangements and may materially and adversely affect the market prices of their equity and
debt securities, the rates at which borrowings are made and commercial paper is issued, and the various fees on their outstanding credit facilities. This could make it more costly for Sempra Energy, SDG&E, SoCalGas and Sempra Energy’s other subsidiaries to issue debt securities, to borrow under credit facilities and to raise certain other types of financing.
Sempra Energy has agreed that, if the credit rating of Oncor’s senior secured debt by any of the three major 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. Oncor’s senior secured debt is rated A2, A+ and A at Moody’s, S&P and Fitch, respectively, at June 30, 2019.
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FOREIGN
CURRENCY AND INFLATION RATE RISK
We discuss our foreign currency and inflation exposure in “Item 2. MD&A – Impact of Foreign Currency and Inflation Rates on Results of Operations” herein and in “Item 7. MD&A – Impact of Foreign Currency and Inflation Rates on Results of Operations” in the Annual Report. At June 30, 2019, there were no significant changes to our exposure to foreign currency rate risk since December 31, 2018.
ITEM
4. CONTROLS AND PROCEDURES
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
Sempra Energy, SDG&E and SoCalGas have designed and maintain disclosure controls and procedures to ensure that information required to be disclosed in their respective reports is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and is accumulated and communicated to the management of each company, including each respective principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure. In designing and evaluating these controls and procedures, the management of each company recognizes that any system of controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives; therefore, the management of each
company applies judgment in evaluating the cost-benefit relationship of other possible controls and procedures.
Under the supervision and with the participation of management, including the principal executive officers and principal financial officers of Sempra Energy, SDG&E and SoCalGas, each company evaluated the effectiveness of the design and operation of its disclosure controls and procedures as of June 30, 2019, the end of the period covered by this report. Based on these evaluations, the principal executive officers and principal financial officers of Sempra Energy, SDG&E and SoCalGas concluded that their respective company’s disclosure controls and procedures were effective at the reasonable assurance level.
INTERNAL CONTROL OVER FINANCIAL REPORTING
There
have been no changes in Sempra Energy’s, SDG&E’s or SoCalGas’ internal control over financial reporting during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the companies’ internal control over financial reporting.
PART II – OTHER INFORMATION
ITEM
1. LEGAL PROCEEDINGS
We are not party to, and our property is not the subject of, any material pending legal proceedings (other than ordinary routine litigation incidental to our businesses) except for the matters 1) described in Notes 10 and 11 of the Notes to Condensed Consolidated Financial Statements herein and in Notes 15 and 16 of the Notes to Consolidated Financial Statements in the Annual Report, or 2) referred to in “Item 7. MD&A” in the Annual Report.
ITEM
1A. RISK FACTORS
When evaluating our company and its subsidiaries, we urge you to carefully consider the risks and other information in this Quarterly Report on Form 10-Q, including the factors discussed above in “Item 2. MD&A” and the risk factors disclosed in “Item 1A. Risk Factors” in the Annual Report and the risk factor discussed below. Except as set forth below, there have been no
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material changes from the risk factors as previously disclosed in the Annual Report. Any of the risks and other information discussed in this Quarterly Report on Form 10-Q or any of the risks disclosed in “Item 1A. Risk Factors” in the Annual Report, as well as additional risks and uncertainties
not currently known to us or that we currently deem immaterial, could materially and adversely affect our businesses, cash flows, results of operations, financial condition, prospects and/or the trading prices of our securities or those of our subsidiaries.
Risks Related to Sempra Energy Subsidiaries
Certain credit rating agencies may downgrade our credit ratings or place those ratings on negative outlook, and some of those actions may occur in the relatively near term.
Credit rating agencies routinely evaluate Sempra Energy, SDG&E and SoCalGas, and their ratings are based on a number of factors, including the increased risk of wildfires in California, perceived supportiveness of the regulatory environment affecting utility operations, including delays in, or difficulty or denial of, recovery for wildfire-related costs, ability to
generate cash flows, level of indebtedness, overall financial strength, diversification beyond the regulated utility business (in the case of Sempra Energy), and the status of certain capital projects, as well as other factors beyond our control, such as the state of the economy and our industry generally. Downgrades and factors causing downgrades of one or both of the California Utilities can have a material impact on Sempra Energy’s credit ratings.
The current Moody’s, S&P and Fitch (collectively, the “Rating Agencies”) issuer credit ratings for Sempra Energy are Baa1, BBB+ and BBB+, respectively, with Moody’s and S&P having a negative outlook for Sempra Energy. The negative outlook is primarily the result of, in the case of Moody’s, the execution risk that remains as Sempra Energy carries out plans to sell its South American utilities, the delays at the Cameron LNG JV facilities, SDG&E’s exposure to wildfire
risk in California and the potential impact on Sempra Energy’s financial credit metrics. After the passage of the Wildfire Legislation into law on July 12, 2019, S&P affirmed Sempra Energy’s ratings and negative outlook, stating that it could lower the ratings of Sempra Energy and its subsidiaries if SDG&E chose not to participate in the larger Wildfire Fund or lower the ratings of Sempra Energy over the next six months if the consolidated financial credit metrics do not improve as expected. SDG&E, Edison and PG&E have since notified the CPUC of their commitment to participate in the Wildfire Fund. Fitch has a stable outlook for Sempra Energy.
Prior to the passage of the Wildfire Legislation, the Rating Agencies initiated credit ratings actions that negatively impacted SDG&E’s ratings as a result of the Rating Agencies’ assessments of the increased risk
of wildfires in California, the current California regulatory environment, recent wildfires in California and the possible inability to recover costs and expenses in cases where California IOUs, like SDG&E, are determined to have had their equipment be the cause of a fire.
The Rating Agencies issued reports and commentary after the passage of the Wildfire Legislation and generally found that the solutions in the legislation were credit positive. Each made reference to the more credit supportive prudency standard associated with the Wildfire Fund, and the potential cap on any future liabilities, but noted uncertainty regarding California’s ability to effectively implement the standard.
In response to the passage of the Wildfire Legislation into law, Fitch affirmed SDG&E’s long-term issuer default rating of BBB+ and revised its outlook to stable from negative on July
17, 2019. After SDG&E notified the CPUC of its commitment to participate in the Wildfire Fund and obtained its Annual Safety Certification, Moody’s affirmed SDG&E’s issuer rating of Baa1 and revised its outlook to positive from negative on July 29, 2019, and S&P affirmed SDG&E’s issuer credit rating of BBB+ and revised its outlook to stable from negative on July 30, 2019.
S&P affirmed SoCalGas’ issuer credit rating at A with a negative outlook on July 15, 2019 in response to the passage of the Wildfire Legislation into law. On May 22, 2019, Moody’s affirmed SoCalGas’ issuer rating at A1, but changed its outlook to negative, citing, among other things, deteriorating credit metrics over the past several years
as well as heightened regulatory and political uncertainty for all utilities operating in California. Moody’s noted that SoCalGas’ ratings could be downgraded if SoCalGas’ credit metrics do not improve materially after the completion of ongoing regulatory proceedings or if the political or regulatory environment deteriorates or becomes more uncertain for local distribution companies operating in California. Fitch affirmed SoCalGas’ long-term issuer default rating at A with a stable outlook on April 19, 2019.
While Sempra Energy’s, SDG&E’s and SoCalGas’ credit ratings remain investment grade, each of the Rating Agencies reviews its ratings periodically, and there is no assurance that the current credit ratings and ratings outlooks assigned to Sempra Energy, SDG&E and SoCalGas will not be downgraded.
A downgrade of Sempra Energy’s
or either of its California Utilities’ credit ratings or ratings outlooks may materially and adversely affect the market prices of Sempra Energy’s equity and debt securities, the interest rates at which their borrowings are made and debt securities and commercial paper are issued, and the various fees on their credit facilities. This could make it
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significantly more costly for Sempra Energy, SDG&E, SoCalGas and Sempra Energy’s other subsidiaries to borrow money, to issue debt securities and to raise certain other types of capital and/or complete additional financings. Such negative credit ratings actions and the reasons for such actions could materially and adversely affect our cash flows, results of operations and financial condition and
the market price of, and our ability to pay the principal of and interest on, our debt securities.
ITEM 6. EXHIBITS
The following exhibits relate to each registrant as indicated.
XBRL
Instance Document - the instance document does not appear in the Interactive Data file because its XBRL tags are embedded within the Inline XBRL document.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Vice President, Controller, Chief Financial Officer and Chief Accounting Officer
Southern California Gas Company:
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.