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Sempra Energy SRE Form 10-Q filing Q2 FY2026

Filed
May 7, 2026, 4:31 PM EDT
Fiscal quarter
Q2 FY2026
Calendar quarter
Q2 2026
Accession
0001032208-26-000030

ITEM 1. FINANCIAL STATEMENTS

SEMPRA · CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS(Dollars in millions, except per share amounts; shares in thousands)Three months ended March 31, 20262025
REVENUES
Utilities:
Natural gas
Electric
Energy-related businesses
Total revenues
EXPENSES AND OTHER INCOME
Utilities:
Cost of natural gas()()
Cost of electric fuel and purchased power()()
Energy-related businesses cost of sales()()
Operation and maintenance(1,242)(1,343)
Depreciation and amortization(621)(640)
Franchise fees and other taxes()()
Other income, net
Interest income
Interest expense(382)(433)
Income before income taxes and equity earnings
Income tax expense()()
Equity earnings
Net income1,150919
Earnings attributable to noncontrolling interests()()
Earnings attributable to contingently redeemable noncontrolling interest()
Preferred dividends()
Earnings attributable to common shares
Basic EPS:
Earnings
Weighted-average common shares outstanding
Diluted EPS:
Earnings
Weighted-average common shares outstanding

See Notes to Condensed Consolidated Financial Statements.

  • (unaudited)
  • Three months ended March 31, 2026 and 2025_

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

Dollars in millions · unaudited · Three months ended March 31, 2026 and 2025

View SEC source
Line itemSempra shareholders’ equityPretaxamountSempra shareholders’ equityIncome tax(expense) benefitSempra shareholders’ equityNet-of-taxamountNCI(after tax)CRNCI(after tax)Total
2026:
Net income$1,102$()$1,037$1,150
Other comprehensive income (loss):
Foreign currency translation adjustments(2)()(1)()
Financial instruments3(1)22
Pension and other postretirement benefits
Total other comprehensive income(1)1
Comprehensive income$1,109$(66)$108$6
2025:
Net income$974$()$917$919
Other comprehensive income (loss):
Financial instruments(36)4(32)(5)()
Pension and other postretirement benefits
Total other comprehensive loss()4()(5)()
Comprehensive income (loss)$941$(53)$(3)

See Notes to Condensed Consolidated Financial Statements.

CONDENSED CONSOLIDATED BALANCE SHEETS

Dollars in millions

View SEC source
Line itemMarch 31,December 31,
20262025(1)
(unaudited)
ASSETS
Current assets:
Cash and cash equivalents$794$29
Restricted cash22
Accounts receivable – trade, net1,6041,767
Accounts receivable – other, net203157
Due from unconsolidated affiliates
Income taxes receivable
Inventories530561
Regulatory assets561761
Greenhouse gas allowances
Assets held for sale31,86531,024
Other current assets
Total current assets
Other assets:
Regulatory assets4,0773,868
Greenhouse gas allowances
Nuclear decommissioning trusts884899
Dedicated assets in support of certain benefit plans588605
Deferred income taxes
Right-of-use assets – operating leases
Investment in Oncor Holdings
Other investments148147
Wildfire fund
Other long-term assets
Total other assets
Property, plant and equipment:
Property, plant and equipment67,47766,900
Less accumulated depreciation and amortization(18,288)(17,889)
Property, plant and equipment, net
Total assets$113,518$110,878

(1) Derived from audited financial statements.

See Notes to Condensed Consolidated Financial Statements.

CONDENSED CONSOLIDATED BALANCE SHEETS (CONTINUED)

Dollars in millions

View SEC source
Line itemMarch 31,December 31,
20262025(1)
(unaudited)
LIABILITIES, CONTINGENTLY REDEEMABLE NONCONTROLLING INTEREST, AND EQUITY
Current liabilities:
Short-term debt$3,708$4,166
Accounts payable – trade1,1341,461
Accounts payable – other174203
Due to unconsolidated affiliates8
Dividends and interest payable920770
Accrued compensation and benefits
Regulatory liabilities33
Current portion of long-term debt and finance leases
Greenhouse gas obligations
Liabilities held for sale12,24911,704
Other current liabilities858979
Total current liabilities
Long-term debt and finance leases
Deferred credits and other liabilities:
Regulatory liabilities4,3034,250
Greenhouse gas obligations
Pension and other postretirement benefit plan obligations, net of plan assets
Deferred income taxes
Asset retirement obligations3,7733,743
Deferred credits and other2,8242,805
Total deferred credits and other liabilities18,50418,006
Commitments and contingencies (Note 13)
Contingently redeemable noncontrolling interest3,2543,206
Equity:
Preferred stock ( shares authorized; issued)
Common stock ( shares authorized; and sharesoutstanding at March 31, 2026 and December 31, 2025, respectively; no par value)
Retained earnings17,69917,092
Accumulated other comprehensive income (loss)(191)(197)
Total Sempra shareholders’ equity32,23931,594
Preferred stock of subsidiary2020
Other noncontrolling interests
Total equity39,47438,793
Total liabilities, contingently redeemable noncontrolling interest, and equity

(1) Derived from audited financial statements.

See Notes to Condensed Consolidated Financial Statements.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Dollars in millions · unaudited

View SEC source
Line itemThree months ended March 31, 2026Three months ended March 31, 2025
CASH FLOWS FROM OPERATING ACTIVITIES
Net income$1,150$919
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization621640
Deferred income taxes and investment tax credits()
Equity earnings()()
Share-based compensation expense()
Fixed-price contracts and other derivatives()
Bad debt expense186
Other()
Net change in working capital components()
Distributions from investments
Changes in other noncurrent assets and liabilities, net()()
Net cash provided by operating activities
CASH FLOWS FROM INVESTING ACTIVITIES
Expenditures for property, plant and equipment()()
Expenditures for investments()()
Purchases of nuclear decommissioning and other trust assets()()
Proceeds from sales of nuclear decommissioning and other trust assets
Other()
Net cash used in investing activities()()
CASH FLOWS FROM FINANCING ACTIVITIES
Common dividends paid()()
Issuances of common stock, net
Repurchases of common stock()()
Issuances of debt (maturities greater than 90 days)
Payments on debt (maturities greater than 90 days) and finance leases()()
Decrease in short-term debt, net()()
Advances from unconsolidated affiliates
Contributions from noncontrolling interests
Distributions to noncontrolling interests(65)(38)
Termination of interest rate swaps, net of transaction costs
Other()()
Net cash provided by financing activities
Effect of exchange rate changes on cash, cash equivalents and restricted cash(3)
Increase in cash, cash equivalents and restricted cash
Cash, cash equivalents and restricted cash, January 1
Cash, cash equivalents and restricted cash, March 31

See Notes to Condensed Consolidated Financial Statements.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

Dollars in millions · unaudited

View SEC source
Line itemThree months ended March 31, 2026Three months ended March 31, 2025
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Interest payments, net of amounts capitalized
Income tax payments, net of refunds
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES
Repayments of advances from unconsolidated affiliate in lieu of distributions$60$45
Accrued capital expenditures for PP&E
Increase in finance lease obligations capitalized to PP&E
Unamortized debt issuance costs reclassified from noncurrent assets to long-term debt1422
Change in equity related to allocation of interests
Preferred dividends declared but not paid11
Common dividends declared but not paid430420
Common dividends issued in stock1213

See Notes to Condensed Consolidated Financial Statements.

  • (unaudited)
  • Three months ended March 31, 2026_

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN CONTINGENTLY REDEEMABLE NONCONTROLLING INTEREST AND EQUITY

Dollars in millions · unaudited · Three months ended March 31, 2026

View SEC source
Line itemCRNCIPreferred stockCommon stockRetained earningsAOCISemprashareholders’equityNCITotalequity
Balance at December 31, 2025$3,206$14,699$17,092$(197)$31,594$7,199$38,793
Net income1,0371,037107
Other comprehensive income661
Share-based compensation expense2525
Dividends declared:
Common stock (/share)(430)(430)()
Issuances of common stock2121
Repurchases of common stock(20)(20)()
CRNCI and NCI activities:
Allocation of interests4266(48)(42)
Contributions from NCI4141
Distributions to NCI(65)()
Balance at March 31, 2026$3,254$14,731$17,699$(191)$32,239$7,235$39,474
Three months ended March 31, 2025
Balance at December 31, 2024$889$13,520$16,979$(166)$31,222$6,566$37,788
Net income9179172919
Other comprehensive loss(29)(29)(5)()
Share-based compensation expense(2)(2)()
Dividends declared:
Series C preferred stock ($12.19/share)(11)(11)(11)
Common stock (/share)(420)(420)()
Issuances of common stock2323
Repurchases of common stock(57)(57)()
CRNCI and NCI activities:
Contributions from NCI3434
Distributions to NCI(38)()
Balance at March 31, 2025$889$13,484$17,465$(195)$31,643$6,559$38,202

See Notes to Condensed Consolidated Financial Statements.

SAN DIEGO GAS & ELECTRIC COMPANY · CONDENSED STATEMENTS OF OPERATIONS(Dollars in millions)Three months ended March 31, 20262025
Operating revenues:
Electric$1,228$1,064
Natural gas319356
Total operating revenues1,5471,420
Operating expenses:
Cost of electric fuel and purchased power9473
Cost of natural gas9087
Operation and maintenance423440
Depreciation and amortization344320
Franchise fees and other taxes123110
Total operating expenses1,0741,030
Operating income473390
Other income, net3840
Interest income1
Interest expense(147)(135)
Income before income taxes365295
Income tax expense(69)(14)
Net income/Earnings attributable to common shares$296$281

See Notes to Condensed Financial Statements.

  • (unaudited)
  • Three months ended March 31, 2026 and 2025_

CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

Dollars in millions · unaudited · Three months ended March 31, 2026 and 2025

View SEC source
Line itemPretaxamountIncome tax expenseNet-of-taxamount
2026:
Net income/Comprehensive income$365$(69)$296
2025:
Net income/Comprehensive income$295$(14)$281

See Notes to Condensed Financial Statements.

CONDENSED BALANCE SHEETS

Dollars in millions

View SEC source
Line itemMarch 31,December 31,
20262025(1)
(unaudited)
ASSETS
Current assets:
Cash and cash equivalents$747$7
Accounts receivable – trade, net897809
Accounts receivable – other, net10592
Due from unconsolidated affiliates11
Income taxes receivable, net230
Inventories263267
Prepaid expenses104121
Regulatory assets361433
Greenhouse gas allowances2428
Other current assets2618
Total current assets2,5301,806
Other assets:
Regulatory assets1,9941,953
Greenhouse gas allowances298286
Nuclear decommissioning trusts884899
Right-of-use assets – operating leases1,0251,047
Wildfire fund240246
Other long-term assets135141
Total other assets4,5764,572
Property, plant and equipment:
Property, plant and equipment35,38335,033
Less accumulated depreciation and amortization(8,946)(8,729)
Property, plant and equipment, net26,43726,304
Total assets$33,543$32,682

(1) Derived from audited financial statements.

See Notes to Condensed Financial Statements.

CONDENSED BALANCE SHEETS (CONTINUED)

Dollars in millions

View SEC source
Line itemMarch 31,December 31,
20262025(1)
(unaudited)
LIABILITIES AND SHAREHOLDER’S EQUITY
Current liabilities:
Short-term debt$531
Accounts payable – trade622712
Accounts payable – other3542
Due to unconsolidated affiliates7059
Interest payable13794
Accrued compensation and benefits85174
Regulatory liabilities33
Current portion of long-term debt and finance leases799798
Greenhouse gas obligations2428
Asset retirement obligations109107
Other current liabilities340273
Total current liabilities2,2242,821
Long-term debt and finance leases11,15910,081
Deferred credits and other liabilities:
Regulatory liabilities3,0032,960
Greenhouse gas obligations140137
Pension obligation, net of plan assets3019
Deferred income taxes3,3433,286
Asset retirement obligations747746
Deferred credits and other1,6681,699
Total deferred credits and other liabilities8,9318,847
Commitments and contingencies (Note 13)
Shareholder’s equity:
Preferred stock (45,000,000 shares authorized; none issued)
Common stock (255,000,000 shares authorized; 116,583,358 shares outstanding;no par value)1,6601,660
Retained earnings9,5759,279
Accumulated other comprehensive income (loss)(6)(6)
Total shareholder’s equity11,22910,933
Total liabilities and shareholder’s equity$33,543$32,682

(1) Derived from audited financial statements.

See Notes to Condensed Financial Statements.

CONDENSED STATEMENTS OF CASH FLOWS

Dollars in millions · unaudited

View SEC source
Line itemThree months ended March 31, 2026Three months ended March 31, 2025
CASH FLOWS FROM OPERATING ACTIVITIES
Net income$296$281
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization344320
Deferred income taxes and investment tax credits22(3)
Bad debt expense1916
Other(1)(5)
Net change in working capital components1030
Changes in noncurrent assets and liabilities, net(16)(61)
Net cash provided by operating activities674578
CASH FLOWS FROM INVESTING ACTIVITIES
Expenditures for property, plant and equipment(486)(539)
Purchases of nuclear decommissioning trust assets(283)(258)
Proceeds from sales of nuclear decommissioning trust assets291274
Net cash used in investing activities(478)(523)
CASH FLOWS FROM FINANCING ACTIVITIES
Issuances of debt (maturities greater than 90 days)1,096848
Payments on finance leases(12)(10)
Decrease in short-term debt, net(531)(280)
Debt issuance costs(9)(6)
Net cash provided by financing activities544552
Increase in cash and cash equivalents740607
Cash and cash equivalents, January 17
Cash and cash equivalents, March 31$747$607
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Interest payments, net of amounts capitalized$101$102
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES
Accrued capital expenditures for PP&E$185$199
Increase in finance lease obligations capitalized to PP&E42

See Notes to Condensed Financial Statements.

  • (unaudited)
  • Three months ended March 31, 2026_

CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDER’S EQUITY

Dollars in millions · unaudited · Three months ended March 31, 2026

View SEC source
Line itemCommonstockRetainedearningsAOCITotalshareholder’sequity
Balance at December 31, 2025$1,660$9,279$(6)$10,933
Net income296296
Balance at March 31, 2026$1,660$9,575$(6)$11,229
Three months ended March 31, 2025
Balance at December 31, 2024$1,660$8,916$(12)$10,564
Net income281281
Balance at March 31, 2025$1,660$9,197$(12)$10,845

See Notes to Condensed Financial Statements.

SOUTHERN CALIFORNIA GAS COMPANY · CONDENSED STATEMENTS OF OPERATIONS(Dollars in millions)Three months ended March 31, 20262025
Operating revenues$1,728$2,020
Operating expenses:
Cost of natural gas256415
Operation and maintenance621757
Depreciation and amortization273242
Franchise fees and other taxes8179
Total operating expenses1,2311,493
Operating income497527
Other income, net4342
Interest income12
Interest expense(97)(90)
Income before income taxes444481
Income tax expense(20)(38)
Net income/Earnings attributable to common shares$424$443

See Notes to Condensed Financial Statements.

  • (unaudited)
  • Three months ended March 31, 2026 and 2025_

CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

Dollars in millions · unaudited · Three months ended March 31, 2026 and 2025

View SEC source
Line itemPretaxamountIncome tax expenseNet-of-taxamount
2026:
Net income/Comprehensive income$444$(20)$424
2025:
Net income$481$(38)$443
Other comprehensive income (loss):
Pension and other postretirement benefits22
Total other comprehensive income22
Comprehensive income$483$(38)$445

See Notes to Condensed Financial Statements.

CONDENSED BALANCE SHEETS

Dollars in millions

View SEC source
Line itemMarch 31,December 31,
20262025(1)
(unaudited)
ASSETS
Current assets:
Cash and cash equivalents$1$14
Accounts receivable – trade, net706958
Accounts receivable – other, net8861
Due from unconsolidated affiliates108
Inventories267294
Regulatory assets200328
Greenhouse gas allowances175175
Other current assets7491
Total current assets1,5211,929
Other assets:
Regulatory assets2,0481,888
Greenhouse gas allowances1,080935
Right-of-use assets – operating leases12668
Other long-term assets705738
Total other assets3,9593,629
Property, plant and equipment:
Property, plant and equipment31,24931,078
Less accumulated depreciation and amortization(9,127)(8,948)
Property, plant and equipment, net22,12222,130
Total assets$27,602$27,688

(1) Derived from audited financial statements.

See Notes to Condensed Financial Statements.

CONDENSED BALANCE SHEETS (CONTINUED)

Dollars in millions

View SEC source
Line itemMarch 31,December 31,
20262025(1)
(unaudited)
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Short-term debt$499$903
Accounts payable – trade473727
Accounts payable – other139161
Due to unconsolidated affiliates4435
Accrued compensation and benefits155219
Current portion of long-term debt and finance leases529529
Greenhouse gas obligations175175
Asset retirement obligations9698
Other current liabilities434536
Total current liabilities2,5443,383
Long-term debt and finance leases7,6157,619
Deferred credits and other liabilities:
Regulatory liabilities1,3001,290
Greenhouse gas obligations924820
Pension obligation, net of plan assets1818
Deferred income taxes2,3972,271
Asset retirement obligations3,0232,994
Deferred credits and other521457
Total deferred credits and other liabilities8,1837,850
Commitments and contingencies (Note 13)
Shareholders’ equity:
Preferred stock (11,000,000 shares authorized; 862,043 shares outstanding)2222
Common stock (100,000,000 shares authorized; 91,300,000 shares outstanding;no par value)2,3162,316
Retained earnings6,9396,515
Accumulated other comprehensive income (loss)(17)(17)
Total shareholders’ equity9,2608,836
Total liabilities and shareholders’ equity$27,602$27,688

(1) Derived from audited financial statements.

See Notes to Condensed Financial Statements.

CONDENSED STATEMENTS OF CASH FLOWS

Dollars in millions · unaudited

View SEC source
Line itemThree months ended March 31, 2026Three months ended March 31, 2025
CASH FLOWS FROM OPERATING ACTIVITIES
Net income$424$443
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization273242
Deferred income taxes and investment tax credits(20)(33)
Bad debt expense78
Other(6)(5)
Net change in working capital components21076
Changes in noncurrent assets and liabilities, net(9)48
Net cash provided by operating activities879779
CASH FLOWS FROM INVESTING ACTIVITIES
Expenditures for property, plant and equipment(481)(555)
Net cash used in investing activities(481)(555)
CASH FLOWS FROM FINANCING ACTIVITIES
Payments on finance leases(7)(6)
Decrease in short-term debt, net(404)(190)
Net cash used in financing activities(411)(196)
(Decrease) increase in cash and cash equivalents(13)28
Cash and cash equivalents, January 11412
Cash and cash equivalents, March 31$1$40
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Interest payments, net of amounts capitalized$56$64
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES
Accrued capital expenditures for PP&E$189$199
Increase in finance lease obligations capitalized to PP&E114

See Notes to Condensed Financial Statements.

  • (unaudited)
  • Three months ended March 31, 2026_

CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

Dollars in millions · unaudited · Three months ended March 31, 2026

View SEC source
Line itemPreferredstockCommonstockRetainedearningsAOCITotalshareholders’equity
Balance at December 31, 2025$22$2,316$6,515$(17)$8,836
Net income424424
Dividends declared:
Preferred stock ($0.38/share)
Balance at March 31, 2026$22$2,316$6,939$(17)$9,260
Three months ended March 31, 2025
Balance at December 31, 2024$22$2,316$5,850$(27)$8,161
Net income443443
Other comprehensive income22
Dividends declared:
Preferred stock ($0.38/share)
Balance at March 31, 2025$22$2,316$6,293$(25)$8,606

See Notes to Condensed Financial Statements.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1. GENERAL INFORMATION AND OTHER FINANCIAL DATA

PRINCIPLES OF CONSOLIDATION

Sempra

Sempra’s Condensed Consolidated Financial Statements include the accounts of Sempra and its consolidated entities. Sempra is a holding company whose principal businesses are regulated utilities in California and Texas. Our businesses invest in and operate electric and gas utilities and other energy infrastructure that provide energy services to customers. Sempra has operating and reportable segments, which we describe in Note 14. All references in these Notes to our reportable segments are not intended to refer to any legal entity with the same or similar name.

SDG&E

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

SoCalGas

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

BASIS OF PRESENTATION

This is a combined report of Sempra, SDG&E and SoCalGas. We provide separate information for SDG&E and SoCalGas as required. We have eliminated intercompany accounts and transactions within Sempra’s Condensed Consolidated Financial Statements.

We have prepared our Condensed Consolidated Financial Statements in conformity with U.S. GAAP and in accordance with the interim period reporting requirements of Form 10-Q and applicable rules of the SEC. The financial statements reflect all adjustments that are necessary for a fair presentation of the results for the interim periods. These adjustments are only of a normal, recurring nature. Results of operations for interim periods are not necessarily indicative of results for the entire year or for any other period. We evaluated events and transactions that occurred after March 31, 2026 through the date the financial statements were issued and, in the opinion of management, the accompanying financial statements reflect all adjustments and disclosures necessary for a fair presentation.

All December 31, 2025 balance sheet information in the Condensed Consolidated Financial Statements has been derived from our audited 2025 Consolidated Financial Statements in the Annual Report. 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.

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 period reporting purposes.

The information contained in this report should be read in conjunction with the Annual Report.

REGULATED OPERATIONS

SDG&E’s and SoCalGas’ accounting policies and financial statements reflect the application of U.S. GAAP provisions governing rate-regulated operations and the policies of the CPUC and the FERC. We discuss revenue recognition and the effects of regulation at our utilities in Notes 3 and 4 below and in Notes 1, 3 and 4 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.

Sempra Infrastructure’s natural gas distribution utility, Ecogas, also applies U.S. GAAP provisions governing rate-regulated operations. Certain business activities at Sempra Infrastructure are regulated by the CNE and the FERC and meet the regulatory accounting requirements of U.S. GAAP.

VARIABLE INTEREST ENTITIES

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

  • the purpose and design of the VIE;
  • the nature of the VIE’s risks and the risks we absorb;
  • the power to direct activities that most significantly impact the economic performance of the VIE; and
  • the obligation to absorb losses or the right to receive benefits that could be significant to the VIE.

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

SDG&E

Nonconsolidated VIEs

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

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

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

SDG&E determined that none of its PPAs and tolling agreements resulted in SDG&E being the primary beneficiary of a VIE at March 31, 2026 and December 31, 2025. PPAs and tolling agreements that relate to SDG&E’s involvement with VIEs are primarily accounted for as finance leases. The carrying amounts of the assets and liabilities under these contracts are included in PP&E, net, and finance lease liabilities with balances of $1,101 million and $1,109 million at March 31, 2026 and December 31, 2025, respectively. SDG&E recovers costs incurred on PPAs, tolling agreements and other variable interests through CPUC-approved long-term power procurement plans. SDG&E has no residual interest in the respective entities and has not provided or guaranteed any debt or equity support, liquidity arrangements, performance guarantees or other commitments associated with these contracts other than the purchase commitments described in Note 16 of the Notes to Consolidated Financial Statements in the Annual Report. As a result, SDG&E’s potential exposure to loss from its variable interest in these VIEs is not significant.

Other Sempra

Nonconsolidated VIEs

Oncor Holdings. Oncor Holdings is a VIE. Sempra is not the primary beneficiary of this VIE because of the structural and operational ring-fencing measures, governance mechanisms and commitments in place that prevent us from having the power to direct the significant activities of Oncor Holdings. As a result, we do not consolidate Oncor Holdings and instead account for our ownership interest as an equity method investment. See Note 5 of the Notes to Consolidated Financial Statements in the Annual Report 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 is $18,243 million and $17,472 million at March 31, 2026 and December 31, 2025, respectively.

Cameron LNG JV. Cameron LNG JV is a VIE principally due to contractual provisions that transfer certain risks to customers. Sempra is not the primary beneficiary of this VIE because we do not have the power to direct the most significant activities of Cameron LNG JV, including LNG production and operation and maintenance activities at the liquefaction facility. Therefore, we account for our investment in Cameron LNG JV under the equity method. At March 31, 2026 and December 31, 2025, the carrying value of our investment is $1,249 million and $1,259 million, respectively, of which $1,233 million and $1,242 million, respectively, is classified as held for sale (see Note 6). Our maximum exposure to loss, which fluctuates over time, includes the carrying value of our investment and our obligation under the SDSRA, which we discuss in Note 13.

CFIN. As we discuss in Note 13, in July 2020, Sempra entered into the Support Agreement for the benefit of CFIN, which is a VIE. Sempra is not the primary beneficiary of this VIE because we do not have the power to direct the most significant activities of CFIN, including modification, prepayment, and refinance decisions related to the financing arrangement with external lenders and Cameron LNG JV’s project owners as well as the ability to determine and enforce remedies in the event of default. The conditional obligations of the Support Agreement represent a variable interest that we measure at fair value on a recurring basis (see Note 9). Sempra’s maximum exposure to loss under the terms of the Support Agreement is $979 million.

Consolidated VIEs

ECA LNG Phase 1, Port Arthur LNG I and Port Arthur LNG II are VIEs because their total equity at risk is not sufficient to finance their activities without additional subordinated financial support. We expect that these entities will require future capital contributions or other financial support to finance the construction of their respective liquefaction facilities. Sempra is the primary beneficiary of these VIEs because we have the power to direct the activities that most significantly impact their economic performance, including construction and future operation and maintenance of the facilities. As a result, we consolidate these VIEs.

Sempra consolidated $16,362 million and $15,950 million of assets at March 31, 2026 and December 31, 2025, respectively, consisting primarily of PP&E, net, and restricted cash attributable to these VIEs that could be used only to settle obligations of these VIEs and that are not available to settle obligations of Sempra, and $6,728 million and $6,335 million of liabilities at March 31, 2026 and December 31, 2025, respectively, consisting primarily of long-term debt and accounts payable attributable to these VIEs for which creditors do not have recourse to the general credit of Sempra. At March 31, 2026 and December 31, 2025, these assets and liabilities are classified as held for sale (see Note 6).

Additionally, IEnova and TotalEnergies SE have provided guarantees for repayment of up to $1,226 million and $305 million, respectively, plus accrued and unpaid interest, of the loan facility supporting construction of the ECA LNG Phase 1 project (see Note 7). Both SI Partners and ConocoPhillips have provided guarantees relating to their respective affiliate’s commitment to make its pro rata equity share of capital contributions to fund 110% of the development budget of the PA LNG Phase 1 project, in an aggregate amount of up to $9.0 billion (see Note 11). SI Partners’ guarantee covers 70% of this amount plus enforcement costs of its guarantee. SI Partners has committed to fund up to $7.8 billion to PA2 JVCo to support its share of the budgeted PA LNG Phase 2 project construction costs, while Blackstone has committed to fund $7.0 billion (see Note 12 of the Notes to Consolidated Financial Statements in the Annual Report). SI Partners has also provided a guarantee for repayment of the $300 million credit facility supporting construction of the PA LNG Phase 2 project (see Note 7 of the Notes to Consolidated Financial Statements in the Annual Report).

CASH, CASH EQUIVALENTS AND RESTRICTED CASH

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

Dollars in millions

View SEC source
Line itemMarch 31,2026December 31,2025
Sempra:
Cash and cash equivalents$794$29
Restricted cash, current22
Assets held for sale
Total cash, cash equivalents and restricted cash on the Condensed Consolidated Statements of Cash Flows

CREDIT LOSSES

Financial Assets Measured at Amortized Cost

We are exposed to credit losses from financial assets measured at amortized cost, including trade and other accounts receivable, amounts due from unconsolidated affiliates, our net investment in sales-type leases and a note receivable.

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

As we discuss below in “Note Receivable,” we have an interest-bearing promissory note due from KKR Pinnacle. On a quarterly basis, we evaluate credit losses and record allowances for expected credit losses on this note receivable, including compounded interest and unamortized transaction costs, based on published default rate studies, the maturity date of the instrument and an internally developed credit rating.

SDG&E and SoCalGas have regulatory mechanisms to recover credit losses and thus record changes in the allowances for credit losses related to accounts receivable that are probable of recovery in regulatory accounts. We discuss regulatory accounts in Note 4.

Changes in allowances for credit losses for trade receivables, other receivables and a note receivable are as follows:

CHANGES IN ALLOWANCES FOR CREDIT LOSSES

Dollars in millions

View SEC source
Line item20262025
Sempra:
Allowances for credit losses at January 1
Provisions for expected credit losses(1)()
Write-offs()()
Reclassification to assets held for sale7
Allowances for credit losses at March 31
SDG&E:
Allowances for credit losses at January 1$80$114
Provisions for expected credit losses1915
Write-offs(18)(20)
Allowances for credit losses at March 31$81$109
SoCalGas:
Allowances for credit losses at January 1$214$285
Provisions for expected credit losses79
Write-offs(24)(28)
Allowances for credit losses at March 31$197$266

(1) Includes activities in 2026 within the disposal group that is classified as held for sale.

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

ALLOWANCES FOR CREDIT LOSSES

Dollars in millions

View SEC source
Line itemMarch 31, 2026December 31, 2025
Sempra:
Accounts receivable – trade, net$219$235
Accounts receivable – other, net4847
Other long-term assets(1)(2)1516
Total allowances for credit losses
SDG&E:
Accounts receivable – trade, net$50$49
Accounts receivable – other, net2726
Other long-term assets(1)45
Total allowances for credit losses$81$80
SoCalGas:
Accounts receivable – trade, net$169$186
Accounts receivable – other, net2121
Other long-term assets(1)77
Total allowances for credit losses$197$214

(1) In January 2024, the CPUC directed SDG&E and SoCalGas to offer long-term payment plans to eligible residential customers with past-due balances.

(2) At both March 31, 2026 and December 31, 2025, includes $4 of expected credit losses on an interest-bearing promissory note due from KKR Pinnacle.

Off-Balance Sheet Credit Exposures

We are exposed to credit losses from off-balance sheet arrangements through Sempra’s guarantees related to the SDSRA and SI Partners’ February 2025 credit support agreement, which we discuss in Note 13. On a quarterly basis, we evaluate credit losses and record liabilities for expected credit losses on our off-balance sheet arrangements based on external credit ratings, published default rate studies and the maturity date of the arrangements. On Sempra’s Condensed Consolidated Balance Sheets, expected credit losses of $5 million are included in Deferred Credits and Other at both March 31, 2026 and December 31, 2025, and $1 million and $2 million are included in Liabilities Held for Sale at March 31, 2026 and December 31, 2025, respectively.

TRANSACTIONS WITH AFFILIATES

We summarize amounts due from and to unconsolidated affiliates at SDG&E and SoCalGas in the following table.

AMOUNTS DUE FROM (TO) UNCONSOLIDATED AFFILIATES(Dollars in millions)AMOUNTS DUE FROM (TO) UNCONSOLIDATED AFFILIATES · (Dollars in millions) · SDG&EMarch 31,2026AMOUNTS DUE FROM (TO) UNCONSOLIDATED AFFILIATES · (Dollars in millions) · SDG&EDecember 31,2025So Cal GasMarch 31,2026So Cal GasDecember 31,2025
SDG&E$8$6
Various affiliates$1$122
Total due from unconsolidated affiliates – current$1$1$10$8
Sempra$(53)$(48)$(44)$(35)
SoCalGas(8)(6)
Various affiliates(9)(5)
Total due to unconsolidated affiliates – current$(70)$(59)$(44)$(35)
Income taxes due (to) from Sempra(1)$(3)$43$(46)$(6)

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

At March 31, 2026 and December 31, 2025, net current amounts due to Sempra from Oncor Holdings related to a tax sharing agreement are $34 million and negligible, respectively. At March 31, 2026 and December 31, 2025, net current amounts due from Sempra to Oncor Holdings related to a tax sharing agreement are negligible and $8 million, respectively.

At March 31, 2026 and December 31, 2025, amounts due from unconsolidated affiliates – current of $4 million and $3 million, respectively, are included in Assets Held for Sale on the Sempra Condensed Consolidated Balance Sheets. At March 31, 2026 and December 31, 2025, amounts due to unconsolidated affiliates – noncurrent of $485 million and $477 million, respectively, are included in Liabilities Held for Sale on the Sempra Condensed Consolidated Balance Sheets. These amounts relate to U.S. dollar‑denominated loans at fixed interest rates with TAG Pipelines and TAG Norte and a variable interest rate note with IMG, and include outstanding principal, accrued interest, and value‑added tax payable to the Mexican government.

The following table summarizes income statement information from unconsolidated affiliates.

INCOME STATEMENT IMPACT FROM UNCONSOLIDATED AFFILIATES(Dollars in millions)Three months ended March 31, 20262025
Sempra:
Revenues$8$9
Interest expense64
SDG&E:
Revenues$6$6
Cost of sales2838
SoCalGas:
Revenues$46$41
Cost of sales(1)(1)

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

Guarantees

Sempra provides guarantees to certain unconsolidated affiliates, which we discuss in Note 13.

INVENTORIES

The components of inventories are as follows:

INVENTORY BALANCES

Dollars in millions

View SEC source
Line itemSempraMarch 31,2026SempraDecember 31,2025SDG&EMarch 31,2026SDG&EDecember 31,2025So Cal GasMarch 31,2026So Cal GasDecember 31,2025
Natural gas$2$2$132$156
Materials and supplies261265135138
Total$530$561$263$267$267$294

At March 31, 2026 and December 31, 2025, total inventories of $104 million and $109 million, respectively, are included in Assets Held for Sale on the Sempra Condensed Consolidated Balance Sheets, which consist of $8 million and $12 million of natural gas, $4 million and $12 million of LNG, and $92 million and $85 million of materials and supplies, respectively.

DEDICATED ASSETS IN SUPPORT OF CERTAIN BENEFITS PLANS

In support of its Supplemental Executive Retirement Plan, Cash Balance Restoration Plan and Employee and Director Savings Plan, Sempra maintains dedicated assets, including a Rabbi Trust and investments in life insurance contracts, which totaled $588 million and $605 million at March 31, 2026 and December 31, 2025, respectively.

WILDFIRE FUND AND CONTINUATION ACCOUNT

2019 Wildfire Legislation

In July 2019, the 2019 Wildfire Legislation was signed into law to address certain issues related to catastrophic wildfires in California and their impact on electric IOUs through the establishment of the Wildfire Fund. We discuss the 2019 Wildfire Legislation and related Wildfire Fund further in Note 1 of the Notes to Consolidated Financial Statements in the Annual Report.

In April 2026, a participating IOU publicly disclosed that it has received, or expects to receive, approximately $1.27 billion in aggregate reimbursements from the Wildfire Fund for eligible claims related to wildfires that occurred in 2019 and 2021. Also in April 2026, another participating IOU publicly disclosed it has received, or expects to receive, approximately $295 million in aggregate reimbursements from the Wildfire Fund for losses incurred and expected to be incurred in connection with one of the LA Fires, the cause of which remains under investigation and has not been conclusively determined. The administrator of the Wildfire Fund has confirmed that this wildfire qualifies as a “covered wildfire” for purposes of accessing the Wildfire Fund, and the scope of potential damages caused by this fire could materially reduce or exhaust the Wildfire Fund. The participating IOU stated that it is currently unable to reasonably estimate a range of potential losses associated with this event. Accordingly, SDG&E is unable to estimate a range of potential loss resulting from any reduction in available coverage from the Wildfire Fund. The carrying value of SDG&E’s Wildfire Fund asset totaled $253 million at March 31, 2026.

In March 2026, SDG&E received its annual wildfire certificate, formerly known as a safety certification, from the OEIS.

2025 Wildfire Legislation

In September 2025, the 2025 Wildfire Legislation was signed into law to establish, among other things, the Continuation Account, a new state-administered account with up to $18.0 billion of additional liquidity to reimburse catastrophic wildfire-related claims incurred by participating California electric IOUs, including SDG&E, if certain conditions are met. We discuss the 2025 Wildfire Legislation and related Continuation Account further in Note 1 of the Notes to Consolidated Financial Statements in the Annual Report.

NOTE RECEIVABLE

In November 2021, Sempra loaned $300 million to KKR Pinnacle in exchange for an interest-bearing promissory note that is due in full no later than October 2029 and bears compound interest at 5% per annum, which may be paid quarterly or added to the outstanding principal at the election of KKR Pinnacle. At March 31, 2026 and December 31, 2025, Other Long-Term Assets includes $372 million and $368 million, respectively, of outstanding principal, compounded interest and unamortized transaction costs, net of allowance for credit losses, on Sempra’s Condensed Consolidated Balance Sheets.

At the closing of the planned sale of a portion of our equity interest in SI Partners, which we discuss in Note 6, Sempra and the KKR Partners will amend this promissory note to, among other things, extend its maturity date and increase its interest rate to 8.5% per annum before January 1, 2031 and 10.0% thereafter through a due date seven years and 91 days after the closing.

CAPITALIZED FINANCING COSTS

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

CAPITALIZED FINANCING COSTS(Dollars in millions)Three months ended March 31, 20262025
Sempra
SDG&E2325
SoCalGas2225

COMPREHENSIVE INCOME

The following tables present the changes in AOCI by component and amounts reclassified out of AOCI to net income, after amounts attributable to NCI.

Dollars in millions · Three months ended March 31, 2026 and 2025

View SEC source
Line itemForeigncurrencytranslationadjustmentsFinancialinstrumentsPensionand PBOPTotal AOCI
Sempra:
Balance at December 31, 2025$(45)$(54)$(98)$(197)
OCI before reclassifications(2)558
Amounts reclassified from AOCI(3)1(2)
Net OCI(2)266
Balance at March 31, 2026$(47)$(52)$(92)$(191)
Balance at December 31, 2024$(66)$15$(115)$(166)
OCI before reclassifications(31)(2)(33)
Amounts reclassified from AOCI(1)54
Net OCI(32)3(29)
Balance at March 31, 2025$(66)$(17)$(112)$(195)
SDG&E:
Balance at December 31, 2025 and March 31, 2026$(6)$(6)
Balance at December 31, 2024 and March 31, 2025$(12)$(12)
SoCalGas:
Balance at December 31, 2025 and March 31, 2026$(9)$(8)$(17)
Balance at December 31, 2024$(10)$(17)$(27)
OCI before reclassifications(2)(2)
Amounts reclassified from AOCI44
Net OCI22
Balance at March 31, 2025$(10)$(15)$(25)

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

RECLASSIFICATIONS OUT OF ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

Dollars in millions

View SEC source
Details about AOCI componentsAmounts reclassifiedfrom AOCIThree months ended March 31, 2025Affected line item on Condensed Consolidated Statements of Operations
Sempra:
Financial instruments:
Interest rate instruments$⁠(2)Interest expense
Interest rate instruments(5)Equity earnings(1)
Foreign exchange instruments2Revenues: Energy-related businesses
Foreign exchange instruments2Equity earnings(1)
Total, before income tax(3)
1Income tax expense
Total, net of income tax(2)
1Earnings attributable to noncontrolling interests
Total, net of income tax and after NCI$⁠(1)
Pension and PBOP(2):
Amortization of actuarial loss$⁠2Other income, net
Settlement charges4Other income, net
Total, before income tax6
(1)Income tax expense
Total, net of income tax$⁠5
Total reclassifications for the period, net of income tax and after NCI$⁠4
SoCalGas:
Pension and PBOP(2):
Amortization of actuarial loss$⁠1Other income, net
Settlement charges4Other income, net
Total, before income tax5
(1)Income tax expense
Total, net of income tax$⁠4
Total reclassifications for the period, net of incometax$⁠4

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

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

In the three months ended March 31, 2026 and 2025, reclassifications out of AOCI to net income were negligible for SDG&E.

PENSION AND PBOP

Special Termination Benefits

In the first quarter of 2026, certain eligible employees elected to retire in the second quarter of 2026 under a VREP and will receive an additional postretirement health benefit in the form of a $100,000 Health Reimbursement Account. Employees eligible to participate in the VREP consisted of:

  • SDG&E and SoCalGas non-represented employees aged 62 years or older with five years of service or ages 55 to 61 with 10 years of service as of April 30, 2026
  • SoCalGas represented employees aged 65 years or older with five years of service or ages 55 to 64 with 15 years of service as of April 30, 2026

We accounted for the benefit obligation attributable to the Health Reimbursement Account as a special termination benefit. This resulted in increases to the recorded liability for PBOP and net periodic benefit cost of $18 million for Sempra, $6 million for SDG&E and $12 million for SoCalGas in the three months ended March 31, 2026.

SDG&E also offered a similar program to represented employees aged 62 years or older with five years of service or ages 55 to 61 with 10 years of service as of June 30, 2026. Eligible employees have until May 15, 2026 to make their elections. SDG&E will account for this special termination benefit obligation attributable to the Health Reimbursement Account in the second quarter of 2026.

Partial Plan Termination

In connection with the planned sale of a portion of our equity interest in SI Partners, which we discuss in Note 6, Sempra entered into an agreement to contribute Sempra Services Corporation, a wholly owned subsidiary of Sempra, to SI Partners. Sempra Services Corporation employs U.S. employees performing services for SI Partners and is a participating employer in Sempra’s noncontributory defined benefit pension and PBOP plans. Upon closing the sale, which we expect to occur in the second or third quarter of 2026, Sempra Services Corporation will cease to be a participating employer in Sempra’s pension and PBOP plans. This will result in a partial termination of Sempra’s pension plan due to a reduction in the number of active participants by more than 20%. All impacted participants will be fully vested in their pension benefits as of the termination date. We expect to recognize the financial statement impact, which is currently probable but not estimable, including adjustments to pension and PBOP liabilities, AOCI, curtailment and special termination benefit accounting at the close of the sale. The financial impact for settlement accounting will be recognized when the lump sum payout crosses the annual settlement threshold.

Net Periodic Benefit Cost

The following tables provide the components of net periodic benefit cost. The components of net periodic benefit cost, other than the service cost component, are included in Other Income, Net.

NET PERIODIC BENEFIT COST

Dollars in millions

View SEC source
Line itemPensionThree months ended March 31, 2026PensionThree months ended March 31, 2025PBOPThree months ended March 31, 2026PBOPThree months ended March 31, 2025
Sempra:
Service cost$34$32$3$3
Interest cost45451110
Expected return on assets(45)(45)(18)(16)
Amortization of:
Prior service cost (credit)11(1)(1)
Actuarial loss (gain)13(3)(3)
Settlement charges4
Special termination benefits18
Net periodic benefit cost (credit)364010(7)
Regulatory adjustments(28)(28)(10)7
Total expense recognized$8$12
SDG&E:
Service cost$10$9$1$1
Interest cost121222
Expected return on assets(13)(12)(3)(2)
Amortization of:
Actuarial loss (gain)12(1)
Special termination benefits6
Net periodic benefit cost10116
Regulatory adjustments(10)(10)(6)
Total expense recognized$1
SoCalGas:
Service cost$19$19$2$3
Interest cost282887
Expected return on assets(30)(30)(15)(14)
Amortization of:
Prior service cost (credit)11(1)(1)
Actuarial loss (gain)1(2)(2)
Settlement charges4
Special termination benefits12
Net periodic benefit cost (credit)18234(7)
Regulatory adjustments(18)(18)(4)7
Total expense recognized$5

OTHER INCOME, NET

OTHER INCOME (EXPENSE), NET(Dollars in millions)Three months ended March 31, 20262025
Sempra:
Allowance for equity funds used during construction
Investment gains, net(1)
Gains on foreign exchange instruments, net
Foreign currency transaction (losses) gains, net()
Non-service components of net periodic benefit cost
Interest on regulatory balancing accounts, net1921
Sundry, net1
Total
SDG&E:
Allowance for equity funds used during construction$17$19
Non-service components of net periodic benefit cost119
Interest on regulatory balancing accounts, net1211
Sundry, net(2)1
Total$38$40
SoCalGas:
Allowance for equity funds used during construction$15$18
Non-service components of net periodic benefit cost2117
Interest on regulatory balancing accounts, net710
Sundry, net(3)
Total$43$42

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

INCOME TAXES

INCOME TAX EXPENSE (BENEFIT) AND EFFECTIVE INCOME TAX RATES(Dollars in millions)Three months ended March 31, 20262025
Sempra:
Income tax expense
Income before income taxes and equity earnings
Equity earnings, before income tax(1)148141
Pretax income
Effective income tax rate%%
SDG&E:
Income tax expense$69$14
Income before income taxes$365$295
Effective income tax rate19%5%
SoCalGas:
Income tax expense$20$38
Income before income taxes$444$481
Effective income tax rate5%8%

(1) We discuss how we recognize equity earnings in Note 5 of the Notes to Consolidated Financial Statements in the Annual Report.

Sempra, 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.

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 that will be flowed through to customers in the future, which impacts the ETR. As a result, changes in the relative size of these items compared to pretax income, from period to period, can cause variations in the ETR. Items subject to flow-through treatment include:

  • repairs expenditures related to certain utility plant fixed assets
  • the equity component of AFUDC, which is non-taxable
  • cost of removal related to certain utility plant assets
  • utility self-developed software expenditures
  • depreciation related to certain utility plant assets
  • state income taxes

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

In the three months ended March 31, 2026, we recognized an income tax benefit of $33 million to adjust deferred income tax liabilities primarily related to outside basis differences in our investment in SI Partners for foreign subsidiaries that are no longer considered to be indefinitely reinvested and an income tax benefit of $3 million ($2 million after NCI) for a Mexican deferred income tax liability on our outside basis difference in Ecogas as a result of classifying these assets as held for sale, which we discuss in Note 6.

NOTE 2. NEW ACCOUNTING STANDARDS

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

ASU 2024-03, “Disaggregation of Income Statement Expenses”: ASU 2024-03 mandates detailed disclosures on the disaggregation of income statement expenses. Public business entities are required to disclose in the notes to financial statements the amounts of purchases of inventory, employee compensation, depreciation and intangible asset amortization included in each relevant expense caption. The standard also requires disclosure of the amount, and a qualitative description of, other items remaining in relevant expense captions that are not separately disaggregated. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted, and entities may adopt the standard on either a prospective or retrospective basis. We intend to adopt the standard on January 1, 2027 on a prospective basis.

NOTE 3. REVENUES

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.

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

Dollars in millions · Three months ended March 31, 2026

View SEC source
Line itemSempraSempra CaliforniaSempraSempra InfrastructureSempraConsolidating adjustments and Parent and otherSempra
By major service line:
Utilities$(9)
Energy-related businesses(13)
Revenues from contracts with customers$3,220$230$(22)
By market:
Gas$(7)
Electric(15)
Revenues from contracts with customers$3,220$230$(22)
Revenues from contracts with customers$3,220$230$(22)
Utilities regulatory revenues11
Other revenues3
Total revenues$(19)
Three months ended March 31, 2025
By major service line:
Utilities$(6)
Energy-related businesses(20)
Revenues from contracts with customers$244$(26)
By market:
Gas$(5)
Electric(21)
Revenues from contracts with customers$244$(26)
Revenues from contracts with customers$244$(26)
Utilities regulatory revenues()(62)
Other revenues1
Total revenues$(25)

DISAGGREGATED REVENUES

View SEC source
(Dollars in millions)(Dollars in millions) · SDG&EThree months ended March 31, 2026(Dollars in millions) · SDG&EThree months ended March 31, 2025So Cal GasThree months ended March 31, 2026So Cal GasThree months ended March 31, 2025
By major service line:
Revenues from contracts with customers – Utilities$1,556$1,434$1,708$2,068
By market:
Gas$321$359$1,708$2,068
Electric1,2351,075
Revenues from contracts with customers$1,556$1,434$1,708$2,068
Revenues from contracts with customers$1,556$1,434$1,708$2,068
Utilities regulatory revenues(9)(14)20(48)
Total revenues$1,547$1,420$1,728$2,020

REVENUES FROM CONTRACTS WITH CUSTOMERS

Remaining Performance Obligations

For contracts greater than one year, we expect to recognize revenue related to the fixed fee component of the consideration. Sempra’s remaining performance obligations primarily relate to capacity agreements for transmission line projects at SDG&E and natural gas storage and transportation at Sempra Infrastructure. SoCalGas did not have any remaining performance obligations for contracts greater than one year at March 31, 2026.

At March 31, 2026, SDG&E’s remaining performance obligations for contracts greater than one year totaled $67 million, comprising $3 million in 2026, excluding the first three months of 2026, $4 million in each of 2027 through 2030 and $48 million thereafter. At March 31, 2026, remaining performance obligations for contracts greater than one year within the disposal group that is classified as held for sale totaled $3,064 million, comprising $232 million in 2026, excluding the first three months of 2026, $287 million in 2027, $241 million in 2028, $213 million in 2029, $213 million in 2030, and $1,878 million thereafter.

Contract Liabilities from Revenues from Contracts with Customers

Activities within Sempra’s and SDG&E’s contract liabilities are presented below. There were no contract liabilities at SoCalGas in the three months ended March 31, 2026 or 2025.

CONTRACT LIABILITIES

Dollars in millions

View SEC source
Line item20262025
Sempra:
Contract liabilities at January 1$()$()
Revenue from performance obligations satisfied during reporting period(1)128
Payments received in advance(1)(1)
Contract liabilities at March 31(2)$()$()
SDG&E:
Contract liabilities at January 1$(68)$(72)
Revenue from performance obligations satisfied during reporting period11
Contract liabilities at March 31(2)$(67)$(71)

(1) Includes negligible activities in 2026 within the disposal group that is classified as held for sale.

(2) Balance at March 31, 2026 includes $4 in Other Current Liabilities and $63 in Deferred Credits and Other.

Receivables from Revenues from Contracts with Customers

The table below shows receivable balances, net of allowances for credit losses, associated with revenues from contracts with customers on the Condensed Consolidated Balance Sheets.

RECEIVABLES FROM REVENUES FROM CONTRACTS WITH CUSTOMERS

Dollars in millions

View SEC source
Line itemMarch 31, 2026December 31, 2025
Sempra:
Accounts receivable – trade, net(1)$1,603$1,767
Accounts receivable – other, net2222
Assets held for sale9177
Other long-term assets(2)2121
Total
SDG&E:
Accounts receivable – trade, net(1)$897$809
Accounts receivable – other, net1818
Due from unconsolidated affiliates – current(3)1111
Other long-term assets(2)43
Total$930$841
SoCalGas:
Accounts receivable – trade, net$706$958
Accounts receivable – other, net44
Other long-term assets(2)1718
Total$727$980

(1) At March 31, 2026 and December 31, 2025, includes $135 and $152, respectively, of receivables due from customers that were billed on behalf of CCAs, which are not included in revenues.

(2) In 2024, the CPUC directed SDG&E and SoCalGas to offer long-term payment plans to eligible residential customers with past-due balances.

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

NOTE 4. REGULATORY 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.

REGULATORY ASSETS AND LIABILITIES

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

REGULATORY ASSETS (LIABILITIES)(Dollars in millions)REGULATORY ASSETS (LIABILITIES) · (Dollars in millions) · SempraMarch 31,2026REGULATORY ASSETS (LIABILITIES) · (Dollars in millions) · SempraDecember 31,2025SDG&EMarch 31,2026SDG&EDecember 31,2025So Cal GasMarch 31,2026So Cal GasDecember 31,2025
Fixed-price contracts and otherderivatives$21$50$6$7$15$43
Deferred income taxes recoverable in rates(1)2,5032,3141,1341,0981,3341,189
Pension and PBOP plan obligations(570)(610)15(1)(585)(609)
Employee benefit costs1818331515
Removal obligations(3,584)(3,540)(2,956)(2,913)(628)(627)
Environmental costs1521521131133939
Sunrise Powerlink fire mitigation122125122125
Regulatory balancing accounts(2)(3):
Commodity – electric228186228186
Commodity – gas, including transportation4031734917354156
Safety and reliability893894290286603608
Public purpose programs(330)(347)(143)(175)(187)(172)
2024 GRC retroactive impacts17229971124101175
Wildfire mitigation plan560530560530
Liability insurance premium(62)(62)(54)(53)(8)(9)
Other balancing accounts(254)90(150)4(104)86
Other regulatory assets, net(3)601046172(1)32
Total$(651)$(577)$948$926

(1) At March 31, 2026 and December 31, 2025, $57 and $54, respectively, is included in Assets Held for Sale on the Sempra Condensed Consolidated Balance Sheets.

(2) At March 31, 2026 and December 31, 2025, the noncurrent portion of regulatory balancing accounts – net undercollected for Sempra is and , respectively, for SDG&E is $505 and $502, respectively, and for SoCalGas is $568 and $558, respectively.

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

Catastrophic Event Memorandum Account

In July 2025, the CPUC issued an FD that authorized partial recovery of costs recorded in SoCalGas’ Catastrophic Event Memorandum Account. The FD authorized the recovery of $19 million out of the requested $55 million, denying recovery of coronavirus disease 2019 costs included in the Catastrophic Event Memorandum Account. The CPUC denied SoCalGas’ request for a rehearing of the FD. In February 2026, SoCalGas filed a petition with the California Court of Appeal.

CPUC GRC

A CPUC GRC proceeding is designed to set authorized base revenue requirements that are sufficient to allow SDG&E and SoCalGas to recover their reasonable operating costs and to provide the opportunity to realize their authorized rates of return on their capital investments. In December 2024, the CPUC approved an FD in the 2024 GRC for SDG&E and SoCalGas that authorizes SDG&E’s and SoCalGas’ revenue requirements for 2024 and attrition year adjustments for 2025 through 2027, inclusively.

In December 2025, SDG&E and SoCalGas filed a petition for modification of the 2024 GRC, seeking to modify the post-test year mechanism for capital related costs. The petition for modification seeks increases of $55 million, $87 million and $79 million to the approved revenue requirements for SDG&E for 2025, 2026 and 2027, respectively, and increases of $86 million, $122 million and $109 million to the approved revenue requirements for SoCalGas for 2025, 2026 and 2027, respectively. There is no established timeline for the CPUC to act on this filing.

2024 GRC Track 3

In April 2025, SDG&E and SoCalGas each submitted additional requests to the CPUC in the 2024 GRC, known as Track 3 requests. SDG&E submitted a request seeking review and recovery of its WMP costs incurred in 2023 that were in addition to the amounts authorized in the 2019 GRC and not addressed in the 2024 GRC. In March 2026 and amended in April 2026, SDG&E provided supplemental testimony in its Track 3 request for drone inspection and repair program costs that were disallowed in its Track 2 request. The supplemental testimony seeks review and recovery of $522 million of direct WMP and drone inspection and repair program costs. SDG&E expects to receive a PD for its Track 3 request related to its WMP costs in the second half of 2026. Additionally, SDG&E and SoCalGas submitted a combined request seeking review and recovery of $240 million of PSEP costs incurred from 2014 through 2019 and $499 million of PSEP costs incurred from 2015 through 2020. SDG&E and SoCalGas expect to receive an FD for their Track 3 requests related to their PSEP costs in the second half of 2026.

Revenue requirements associated with the Track 3 requests have been recorded in regulatory accounts and any disallowances resulting from Track 3 would be recorded as an expense on the Sempra, SDG&E and SoCalGas Condensed Consolidated Statements of Operations. SDG&E and SoCalGas are authorized interim rate recovery of up to 50% of the recorded PSEP regulatory account balance at the end of each year. Such interim rate recovery is subject to refund, contingent on the reasonableness review decision for their Track 3 requests.

CPUC COST OF CAPITAL

A CPUC cost of capital proceeding every three years determines a utility’s authorized capital structure and return on rate base. The CPUC applies the CCM in the interim years to consider changes in the cost of capital using changes in interest rates as reflected by the applicable utility bond index published by Moody’s (CCM benchmark rate) for each 12-month period ending September 30 (the measurement period). The index applicable to SDG&E and SoCalGas is based on each utility’s credit rating. The CCM benchmark rate is the basis of comparison to determine if the CCM is triggered in each measurement period, which occurs if the change in the applicable Moody’s utility bond index relative to the CCM benchmark rate is larger than plus or minus 1.00% for the measurement period. Alternatively, each of SDG&E and SoCalGas is permitted to file a cost of capital application to have its cost of capital determined in lieu of the CCM in an interim year in which an extraordinary or catastrophic event materially impacts its cost of capital and affects utilities differently than the market.

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

AUTHORIZED COST OF CAPITAL

View SEC source
Authorized weighting2026-202820252026-20282025
Return on rate baseWeighted return on rate base
SDG&E:
Long-Term Debt45.25%4.59%4.34%2.08%1.96%
Preferred Equity2.756.226.220.170.17
Common Equity52.009.9310.235.165.32
100.00%7.41%7.45%
SoCalGas:
Long-Term Debt45.60%5.02%4.63%2.29%2.11%
Preferred Equity2.406.006.000.140.14
Common Equity52.009.7810.085.095.24
100.00%7.52%7.49%

FERC RATE MATTERS

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

TO5 Settlement

SDG&E’s authorized TO5 settlement provided for an ROE of 10.60%, consisting of a base ROE of 10.10% plus the California ISO adder. In December 2024, the FERC issued an order, which SDG&E has appealed, finding that SDG&E is not eligible for the California ISO adder and that the TO5 adder refund provision had been triggered, requiring SDG&E to refund customers the California ISO adder retroactively from June 1, 2019.

TO6 Filing

In October 2024, SDG&E submitted its TO6 filing to the FERC and requested it to be effective January 1, 2025. In December 2024, the FERC accepted SDG&E’s TO6 filing, subject to refund; suspended the effective date to June 1, 2025; established hearing and settlement judge procedures; and disallowed the inclusion of the California ISO adder, the last of which SDG&E has appealed. In March 2026, SDG&E filed with the FERC an uncontested offer of settlement in the TO6 proceeding. Among other things, the offer of settlement reflects an increase to SDG&E’s currently authorized base ROE from 10.10% to 10.28%, a hypothetical capital structure with 54% common equity, and does not affect SDG&E’s appeal of the FERC’s disallowance of the inclusion of the California ISO adder. The settlement is pending approval with the FERC and SDG&E expects to receive a decision in the second half of 2026. If approved, the TO6 settlement will be effective retroactively to June 1, 2025 and will remain in effect until terminated by a notice provided in March of any year. Following any such notice, SDG&E would submit a new Transmission Owner Rate filing for rates to go into effect January 1 of the following year.

NOTE 5. SEMPRA – INVESTMENTS 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 on the Condensed Consolidated Statements of Operations. Distributions received from equity method investees are classified in the Condensed Consolidated Statements of Cash Flows as either a return on investment in operating activities or a return of investment in investing activities based on the “nature of the distribution” approach. See Note 14 for information on equity earnings and losses, both before and net of income tax, by segment. 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.

We provide additional information concerning our equity method investments in Note 5 of the Notes to Consolidated Financial Statements in the Annual Report.

SEMPRA TEXAS UTILITIES

Oncor Holdings

We account for our 100% equity ownership interest in Oncor Holdings, which owns an 80.25% interest in Oncor, as an equity method investment. Due to the ring-fencing measures, governance mechanisms and commitments in effect, we do not have the power to direct the significant activities of Oncor Holdings and Oncor. See Note 5 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.

In the three months ended March 31, 2026 and 2025, Sempra contributed million and million, respectively, to Oncor Holdings, and Oncor Holdings distributed million and million, respectively, to Sempra. On April 29, 2026, Sempra contributed million to Oncor Holdings, and on April 28, 2026, Oncor Holdings distributed million to Sempra.

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

SUMMARIZED FINANCIAL INFORMATION – ONCOR HOLDINGS(Dollars in millions)Three months ended March 31, 20262025
Operating revenues$1,724$1,548
Operating expenses(1,272)(1,157)
Income from operations452391
Interest expense(227)(185)
Income tax expense(47)(40)
Net income211179
NCI held by TTI(42)(36)
Earnings attributable to Sempra(1)169143

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

SEMPRA INFRASTRUCTURE

In connection with the planned sale of a portion of our equity interest in SI Partners, which we discuss in Note 6, the carrying amount of our equity method investments totaling $2.5 billion at March 31, 2026 is included in Assets Held for Sale on Sempra’s Condensed Consolidated Balance Sheet.

Cameron LNG JV

In the three months ended March 31, 2026 and 2025, Cameron LNG JV distributed million and million, respectively, to Sempra Infrastructure.

TAG Norte

In the three months ended March 31, 2026 and 2025, TAG Norte distributed $60 million and $45 million, respectively, to Sempra Infrastructure.

NOTE 6. SEMPRA – DIVESTITURES

SEMPRA INFRASTRUCTURE

Assets Held for Sale

We classify assets as held for sale once all applicable criteria under U.S. GAAP have been satisfied, including when management, having the authority to approve the action, commits to a formal plan to actively market an asset for sale and expects the sale to close within the next 12 months. Upon classifying a group of assets as held for sale, we record the disposal group at the lower of its carrying value or its estimated fair value reduced for selling costs, and we stop recording depreciation and amortization expense on those assets.

We summarize the carrying amounts of the major classes of assets and related liabilities of SI Partners, inclusive of Ecogas, classified as held for sale in the following table.

March 31, 2026

View SEC source
ASSETS HELD FOR SALE(Dollars in millions)
Cash and cash equivalents$176
Restricted cash, current2,984
Accounts receivable, net475
Due from unconsolidated affiliates4
Inventories104
Other current assets363
Restricted cash, noncurrent3
Right-of-use assets – operating leases206
Equity method investments2,546
Goodwill1,602
Other intangible assets273
Other long-term assets705
Property, plant and equipment, net22,424
Total assets held for sale$31,865
Short-term debt$444
Accounts payable851
Current portion of long-term debt49
Other current liabilities473
Long-term debt8,454
Due to unconsolidated affiliates485
Deferred income taxes936
Asset retirement obligations100
Deferred credits and other457
Total liabilities held for sale$12,249

At March 31, 2026, $26 million of accumulated losses is included in AOCI and is part of the disposal group that is classified as held for sale.

We considered the estimated fair value of our assets held for sale, less costs to sell, and determined that no adjustment to carrying value was required. In estimating fair value, we used a discounted cash flow valuation technique. In the event that the estimated sales price, less transaction costs, is less than the carrying value, or updated market information indicates fair value may be less than carrying value, we would recognize a loss in our results of operations at that time.

SI Partners

In September 2025, we entered into an agreement to sell 45% of the outstanding Class A Units and all general partner interests in SI Partners to the KKR Partners for an aggregate base purchase price of approximately $9.99 billion, subject to the adjustments described below. SI Partners owns LNG and natural gas infrastructure in the U.S. and Mexico and renewable energy and related assets in Mexico.

The agreement provides that, subject to adjustments and the closing date, the purchase price will be paid to Sempra as follows:

  • $4.65 billion in cash at closing;
  • $4.14 billion plus interest compounded quarterly at 7.5% per annum (totaling $4.72 billion with principal and accrued interest unless paid early) due December 31, 2027 under instruments backed by equity commitment letters; and
  • $1.2 billion plus interest compounded quarterly at 8.5% per annum before January 1, 2031 and 10.0% per annum thereafter (totaling $2.29 billion with principal and accrued interest unless paid early) due seven years and 91 days after closing under promissory notes.

The instruments and notes will be issued by indirect equity holders of the KKR Partners and will be ranked behind senior debt incurred by subsidiaries of the issuers.

The purchase price is subject to adjustments for changes in net debt, net working capital and capital expenditures as of December 31, 2025, among others. The purchase price is subject to further adjustments for certain capital contributions by and distributions to Sempra in 2026 before the closing. In addition, transaction fees of the KKR Partners of $337.5 million will be deducted from the purchase price at the closing and a development credit of $340 million will be payable by Sempra over two years starting in 2026. There may also be post-closing purchase price adjustments based on the performance through 2028 of certain wind power facilities, and adjustments payable by Sempra for capital expenditures related to the ECA LNG Phase 1 project under construction and potential costs associated with third party consents or waivers.

We expect this sale to close in the second or third quarter of 2026, subject to certain conditions, including receipt of third-party consents or waivers, including from certain lenders, partners and others; the absence of a material adverse effect on SI Partners; the absence of specific downgrade events under certain financing arrangements; and other customary closing conditions. A ticking fee payable to Sempra of 0.625% per month on the aggregate base purchase price accrues daily beginning April 1, 2026. If the KKR Partners fail to complete the closing when all closing conditions are satisfied, Sempra will be entitled to receive a termination fee of $414 million. Any party may terminate the agreement if the closing has not occurred within 12 months after signing.

Subject to closing, the KKR Partners will own 65% of SI Partners, Sempra will retain a 25% interest and ADIA will retain a 10% interest. As we discuss below, the KKR Partners will have control of SI Partners and Sempra and ADIA will have certain minority rights in SI Partners. As a result of our loss of control upon completion of the sale, we will deconsolidate SI Partners and account for our 25% interest in SI Partners under the equity method within the existing Sempra Infrastructure segment.

In connection with signing the agreement for the sale, we classified SI Partners as held for sale and ceased recording depreciation and amortization in September 2025. We recognized an income tax benefit of $33 million in Income Tax Expense on Sempra’s Condensed Consolidated Statement of Operations in the three months ended March 31, 2026 to adjust deferred income tax liabilities related to outside basis differences in our investment in SI Partners. This amount is based on certain assumptions and could change substantially in subsequent quarters and at the closing due to, among other things, changes to current carrying values, changes in forecasted taxable income, purchase price adjustments, and changes to tax positions and other assumptions.

As we discuss in Note 8, in March 2026, Sempra entered into undesignated foreign currency hedges with notional amounts totaling 11.0 billion Mexican pesos ($612 million in U.S. dollar-equivalent) to help mitigate the exchange rate risk associated with the anticipated Mexican capital gains taxes that will be payable upon completion of the sale. In April 2026, Sempra entered into an additional undesignated foreign currency hedge with notional amounts totaling 2.8 billion Mexican pesos ($155 million in U.S. dollar-equivalent) to further mitigate such risk.

Post-Closing Limited Partnership Agreement. At closing, we will enter into an amended and restated limited partnership agreement of SI Partners with the KKR Partners and ADIA. The limited partnership agreement provides that the KKR Partners will have the right to appoint four managers, Sempra will have the right to appoint two managers, and ADIA will have the right to appoint one manager to the SI Partners board of managers, with matters generally decided by majority vote based on the limited partners’ ownership percentages. The minority partners will have certain minority consent rights so long as they maintain specified ownership thresholds. Subject to exceptions and limitations, SI Partners will be prohibited from taking certain actions, including, among others: (i) redeeming units or making distributions to its limited partners other than on a pro rata basis or as expressly permitted under the partnership agreement; (ii) under certain circumstances, transferring, disposing or issuing equity securities in any subsidiary undertaking or owning a project that has reached a positive FID; (iii) appointing a replacement chief executive officer; (iv) approving certain capital expenditures; and (v) reaching a positive FID on any project, in each case without prior approval from the KKR Partners, Sempra and, in some cases, other limited partners holding at least a specified minimum percentage of ownership.

SI Partners will be required to distribute quarterly at least 85% of its distributable cash flow, subject to certain exceptions and reserves. Generally, distributions will be made to the limited partners on a pro rata basis in accordance with their respective ownership interests, except that the KKR Partners will be entitled to a post-closing distribution of an additional 31.5% of the $1.9 billion true-up payment from Port Arthur LNG II to Port Arthur LNG I to acquire a 50% interest in the shared common facilities. The limited partners will be required to fund capital calls under certain circumstances, which vary depending on whether a project has reached a positive FID. Sempra will continue to have substantially similar funding obligations as it has before the sale for cost overruns in certain projects, including the ECA LNG Phase 1 project and the PA LNG Phase 1 project.

If a project fails to receive the required limited partner approvals to achieve a positive FID, the KKR Partners will be permitted to proceed with the project independently through a different investment vehicle or as a “Sole Risk Project” within SI Partners in exchange for “Sole Risk Interests.” Sole Risk Projects are separated from other SI Partners projects and are conducted at the holder’s sole cost, expense and liability, and the holder receives, through the acquisition of Sole Risk Interests, the economic and other benefits, if any, from such projects. The Guaymas-El Oro segment of the Sonora pipeline will continue to be owned by and a Sole Risk Project of Sempra and is not included within the disposal group that is classified as held for sale. Sempra is solely responsible for costs associated with the Guaymas-El Oro segment of the Sonora pipeline and any proceeds from a sale of the Guaymas-El Oro segment of the Sonora pipeline would be split between Sempra (90%) and ADIA (10%), subject to adjustments.

Under the limited partnership agreement, Sempra will be restricted from transferring its ownership interest in SI Partners before January 1, 2029. Any proposed transfer (other than a permitted transfer) by a minority partner to a third party will be subject to a right of first offer of the KKR Partners. The minority partners will have co-sale rights in respect of any transfer by the KKR Partners of over 50% of SI Partners’ equity interests. The KKR Partners will have customary drag-along rights in connection with any sale of SI Partners, provided that the minority partners obtain minimum return thresholds. The limited partners have customary registration rights in the event of an initial public offering of SI Partners.

Ecogas

In December 2025, we entered into an agreement to sell Ecogas, a natural gas regulated distribution utility that operates in three separate distribution zones in Mexicali, Chihuahua and La Laguna-Durango, Mexico, to Gas Natural del Noroeste S.A. de C.V. for 9.0 billion Mexican pesos (approximately $500 million in U.S. dollar-equivalent at March 31, 2026), subject to adjustments. In the first quarter of 2026, we entered into contingent foreign currency hedges, which we discuss in Note 8, that are designed to fix the exchange rate associated with the anticipated after-tax net proceeds. We expect to complete the sale in the second or third quarter of 2026, subject to closing conditions. As a result of satisfying all applicable criteria in June 2025, we classified Ecogas’ assets and liabilities as held for sale and ceased depreciation and amortization.

In connection with classifying Ecogas as held for sale, we recognized an income tax benefit of $3 million in Income Tax Expense on Sempra’s Condensed Consolidated Statement of Operations in the three months ended March 31, 2026 for changes in the Mexican deferred income tax liability related to the excess of carrying value over the tax basis (outside basis difference). Since this $3 million ($2 million after NCI) of Mexican income tax benefit on our outside basis difference is based on current carrying value, foreign exchange rates and inflation at March 31, 2026, this amount could change in future periods until the date of sale.

NOTE 7. DEBT AND CREDIT FACILITIES

The principal terms of our debt arrangements are described below and in Note 7 of the Notes to Consolidated Financial Statements in the Annual Report.

SHORT-TERM DEBT

Committed Lines of Credit

At March 31, 2026, Sempra has an aggregate capacity of billion under eight primary committed lines of credit, which provide liquidity and support our commercial paper programs. Because our commercial paper programs are supported by some of these lines of credit, we reflect the amount of commercial paper outstanding, before reductions of any unamortized discounts, and any letters of credit outstanding as a reduction to the available unused credit capacity in the following table.

COMMITTED LINES OF CREDIT

Dollars in millions

View SEC source
BorrowerExpiration date of facilityMarch 31, 2026Total facilityMarch 31, 2026Commercial paper outstandingMarch 31, 2026Amounts outstandingMarch 31, 2026Letters of credit outstandingMarch 31, 2026Available unused credit
SempraOctober 2030$4,000$(1,461)$2,539
SDG&EOctober 20301,5001,500
SoCalGasOctober 20301,200(99)1,101
SI Partners and IEnovaSeptember 2026500(145)355
SI Partners and IEnovaAugust 20281,500(286)1,214
SI Partners and IEnovaDecember 20281,0001,000
Port Arthur LNG IMarch 2030200(87)113
Port Arthur LNG IISeptember 2030300(176)124
Total$(1,560)$(431)$(263)$7,946

Sempra, 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 % at the end of each quarter. At March 31, 2026, each Registrant was in compliance with this ratio under its respective credit facility.

The three lines of credit that are shared by SI Partners and its subsidiary, IEnova, require that SI Partners maintain a ratio of consolidated adjusted net indebtedness to consolidated earnings before interest, taxes, depreciation and amortization (as defined in each credit facility) of no more than 5.25 to 1.00 at the end of each quarter. At March 31, 2026, SI Partners was in compliance with this ratio.

Additionally, the three lines of credit that are shared by SI Partners and IEnova and the Port Arthur LNG I and Port Arthur LNG II credit facilities are included in the disposal group that is classified as held for sale that we discuss in Note 6 but remain legally accessible and a source of available credit to Sempra Infrastructure until the planned sale of a portion of our equity interest in SI Partners closes.

Uncommitted Line of Credit

ECA LNG Phase 1, which is included in the disposal group that is classified as held for sale, has an uncommitted line of credit with an aggregate capacity of $100 million that expires in August 2026. Borrowings are generally used for working capital requirements and can be in U.S. dollars or Mexican pesos. At March 31, 2026, ECA LNG Phase 1 has outstanding borrowings of $13 million, before reductions of any unamortized discounts, in Mexican pesos that bear interest at a variable rate based on the 28-day Interbank Equilibrium Interest Rate plus 154 bps. Borrowings made in U.S. dollars bear interest at a variable rate based on the one-month or three-month SOFR plus 164 bps and a credit adjustment spread of 10 bps.

Uncommitted Letters of Credit

Outside of our domestic and foreign credit facilities, we have unsecured standby letter of credit capacity with select lenders that is uncommitted and supported by reimbursement agreements. At March 31, 2026, we have million in standby letters of credit outstanding under these agreements.

UNCOMMITTED LETTERS OF CREDIT OUTSTANDING

Dollars in millions

View SEC source
Line itemExpiration date rangeMarch 31, 2026
SDG&EMay 2026 - January 2027$21
SoCalGasJune 2026 - March 202715
Other Sempra(1)June 2026 - March 2027166
Total Sempra

(1) Excludes $1,796 in unsecured standby letters of credit with expiration dates ranging from April 2026 - November 2054 that are included in the disposal group that is classified as held for sale.

Weighted-Average Interest Rates

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

WEIGHTED-AVERAGE INTEREST RATESMarch 31, 2026December 31, 2025
Sempra4.37%4.32%
SDG&E3.96
SoCalGas4.324.17

LONG-TERM DEBT

SDG&E

In March 2026, SDG&E issued $625 million aggregate principal amount of 5.20% first mortgage bonds due in full upon maturity on March 15, 2036 and received proceeds of $618 million (net of debt discount, underwriting discounts and debt issuance costs of $7 million), and $475 million aggregate principal amount of 5.95% first mortgage bonds due in full upon maturity on March 15, 2056 and received proceeds of $467 million (net of debt discount, underwriting discounts and debt issuance costs of $8 million). Each series of first mortgage bonds is redeemable prior to maturity, subject to its terms, and in certain circumstances subject to make-whole provisions. SDG&E intends to use the net proceeds to repay outstanding first mortgage bonds due in May 2026 and June 2026 and outstanding commercial paper and for other general corporate purposes.

Other Sempra

Sempra

In March 2026, Sempra issued $800 million aggregate principal amount of 5.25% notes due in full upon maturity on March 15, 2036 and received proceeds of $791 million (net of debt discount, underwriting discounts and debt issuance costs of $9 million). The notes are redeemable prior to maturity, subject to their terms, and in certain circumstances subject to make-whole provisions. We used the net proceeds to repay outstanding commercial paper and other indebtedness and for general corporate purposes.

ECA LNG Phase 1

ECA LNG Phase 1 has a loan agreement with a syndicate of external lenders that matures on December 30, 2027 for an aggregate principal amount of up to $1.5 billion. The loan agreement bears interest at a weighted-average blended rate of 2.29% plus a benchmark interest rate per annum equal to (a) term SOFR based on a tenor comparable to the applicable interest period, plus (b) a credit adjustment spread of 10 bps.

At both March 31, 2026 and December 31, 2025, $1.3 billion of borrowings from external lenders are outstanding under the loan agreement, with a weighted-average interest rate of 6.09% and 6.06%, respectively. Proceeds from the loan are being used to finance the cost of construction of the ECA LNG Phase 1 project.

IEnova and TotalEnergies SE have provided guarantees for repayment of the loan of up to $1,226 million and $305 million, respectively, plus accrued and unpaid interest. The effective interest rate of the loan is based on the interest payments made to external lenders and guarantee payments made to TotalEnergies SE as a guarantor.

Port Arthur LNG I

Port Arthur LNG I has a seven-year term loan facility agreement with a syndicate of lenders that matures on March 20, 2030 for an aggregate principal amount of approximately $6.8 billion. At March 31, 2026 and December 31, 2025, $3.8 billion and $3.2 billion, respectively, of borrowings are outstanding under the loan agreement, with an all-in weighted-average interest rate of 5.60% and 5.47%, respectively. At March 31, 2026, previous borrowings totaling $983 million have been repaid and cannot be reborrowed. Proceeds from the loan are being used to finance the cost of construction of the PA LNG Phase 1 project.

On April 8, 2026, Port Arthur LNG I issued senior secured notes for an aggregate principal amount of $2.0 billion. The notes bear interest at the rate of 6.43% and mature on June 15, 2048. The net proceeds were used to repay borrowings and accrued interest under the existing Port Arthur LNG I term loan facility.

NOTE 8. DERIVATIVE 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 could cause our asset values to fall or our liabilities to increase. Accordingly, our derivative activity summarized below generally represents an impact that is intended to offset associated revenues, expenses, assets or liabilities that are not included in the tables below.

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

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

ENERGY DERIVATIVES

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

  • SDG&E and SoCalGas use natural gas derivatives and SDG&E uses electricity derivatives, for the benefit of customers, with the objective of managing both price risk and basis risk, and stabilizing and lowering natural gas and electricity costs. These derivatives include fixed-price natural gas and electricity positions, options, and basis risk instruments, which are either exchange-traded or over-the-counter financial instruments, or bilateral physical transactions. This activity is governed by risk management and transacting activity plans limited by company policy and regulatory requirements. SDG&E’s risk management and transacting activity plans for electricity derivatives are also required to be filed with, and have been approved by, the CPUC. SoCalGas is also subject to certain regulatory requirements and thresholds related to natural gas procurement under the GCIM. Natural gas and electricity derivative activities are recorded as commodity costs that are offset by regulatory account balances and are recovered in rates. Net commodity cost impacts on the Condensed Consolidated Statements of Operations are reflected in Cost of Natural Gas or in Cost of Electric Fuel and Purchased Power.
  • SDG&E is allocated and may purchase CRRs, which are designed 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 Infrastructure may use natural gas, LNG and electricity derivatives, as appropriate, in an effort to mitigate commodity price risk and optimize the earnings of its assets which support the following businesses: LNG, natural gas pipelines and storage, and power generation. Gains and losses associated with these undesignated derivatives are recognized in Revenues: Energy-Related Businesses or Energy-Related Business Cost of Sales on the Condensed Consolidated Statements of Operations.
  • From time to time, our various businesses, including SDG&E and SoCalGas, may use other derivatives to hedge exposures such as GHG allowances.

The following table summarizes net energy derivative volumes.

NET ENERGY DERIVATIVE VOLUMES

Quantities in millions

View SEC source
CommodityUnit of measureMarch 31, 2026December 31, 2025
Sempra:
Natural gas(1)MMBtu438336
Congestion revenue rightsMWh1618
SDG&E:
Natural gasMMBtu1414
Congestion revenue rightsMWh1618
SoCalGas:
Natural gasMMBtu424322

(1) At March 31, 2026 and December 31, 2025, excludes 1,329 and 1,016, respectively, related to the disposal group that is classified as held for sale.

INTEREST RATE DERIVATIVES

We are exposed to interest rates primarily as a result of our current and expected use of financing. SDG&E and SoCalGas, as well as Sempra and its other subsidiaries and equity method investees, 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.

At both March 31, 2026 and December 31, 2025, interest rate derivatives designated as cash flow hedges accrue interest based on notional amounts of $244 million. These instruments have maturities from 2026 to 2034 and are included within the disposal group that is classified as held for sale.

In March 2026, Port Arthur LNG I received a cash settlement of million, net of transaction costs, for the termination of $1.2 billion of the notional amount of interest rate swaps that were de-designated in 2024. At March 31, 2026 and December 31, 2025, interest rate derivatives not designated as hedging instruments have a maximum notional amount of $1,952 million and $3,189 million, respectively, with maturities from 2026 to 2048 and accrue interest based on notional amounts of $1,461 million and $2,286 million, respectively. These undesignated derivatives are included within the disposal group that is classified as held for sale.

FOREIGN CURRENCY DERIVATIVES

Oncor uses cross-currency swaps designated as fair value hedges intended to offset foreign currency exchange rate risk related to its foreign-currency-denominated debt. From time to time, SI Partners and its equity method investees may use 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 equity method investees, which have U.S. dollar-denominated cash balances, receivables, payables and debt (monetary assets and liabilities) that give rise to Mexican currency exchange rate movements for Mexican income tax purposes. They also have deferred income tax assets and liabilities denominated in the Mexican peso, which must be translated to U.S. dollars for financial reporting purposes. In addition, monetary assets and liabilities and certain nonmonetary assets and liabilities are adjusted for Mexican inflation for Mexican income tax purposes. We may utilize foreign currency derivatives as a means to help 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.

In the first quarter of 2026, SI Partners entered into contingent, undesignated foreign currency hedges that are designed to fix the exchange rate associated with the anticipated after-tax net proceeds from the planned sale of Ecogas, with notional amounts totaling approximately 7.5 billion Mexican pesos ($411 million to $422 million in U.S. dollar-equivalent, depending on the closing date of the sale). Settlement of the hedges is contingent on the completion of the planned sale of Ecogas expected in the second or third quarter of 2026.

Also, in the first quarter of 2026, Sempra entered into undesignated foreign currency hedges with notional amounts totaling 11.0 billion Mexican pesos ($612 million in U.S. dollar-equivalent) to help mitigate the exchange rate risk associated with the anticipated Mexican capital gains taxes that will be payable upon completion of the planned sale of our 45% equity interest in SI Partners, which we expect to close in the second or third quarter of 2026. In April 2026, Sempra entered into an additional undesignated foreign currency hedge with notional amounts totaling 2.8 billion Mexican pesos ($155 million in U.S. dollar-equivalent) to further mitigate such risk.

In addition, foreign currency derivatives designated as cash flow hedges, excluding those in our equity method investments, have notional amounts totaling $122 million and $172 million at March 31, 2026 and December 31, 2025, respectively, with maturities in 2026 and 2027, which are included within the disposal group that is classified as held for sale.

FINANCIAL STATEMENT PRESENTATION

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. The following tables provide the fair values of derivative instruments on the Condensed Consolidated Balance Sheets, including the amount of cash collateral receivables that are not offset because the cash collateral was in excess of liability positions. We discuss the fair value of derivative assets and liabilities in Note 9.

Dollars in millions · March 31, 2026

View SEC source
Line itemCurrent assetsOther current assetsCurrent assetsAssets held for saleOther long-term assetsCurrent liabilitiesOther currentliabilitiesCurrent liabilitiesLiabilities held for saleDeferred credits and other
Sempra:
Derivatives designated as hedging instruments:
Interest rate instruments$25
Foreign exchange instruments(6)
Derivatives not designated as hedging instruments:
Interest rate instruments153
Foreign exchange instruments12$(3)
Commodity contracts not subject to rate recovery226(231)
Associated offsetting commodity contracts(9)9
Commodity contracts subject to rate recovery$7$14(24)$(17)
Associated offsetting commodity contracts(2)(5)25
Associated offsetting cash collateral124
Net amounts presented on the balance sheet54079(13)(228)(8)
Additional cash collateral for commodity contractsnot subject to rate recovery60
Additional cash collateral for commodity contractssubject to rate recovery25
Total$30$467$9$(13)$(228)$(8)
SDG&E:
Derivatives not designated as hedging instruments:
Commodity contracts subject to rate recovery$4$8$(12)$(5)
Associated offsetting commodity contracts(1)1
Associated offsetting cash collateral124
Net amounts presented on the balance sheet47
Additional cash collateral for commodity contractssubject to rate recovery20
Total$24$7
SoCalGas:
Derivatives not designated as hedging instruments:
Commodity contracts subject to rate recovery$3$6$(12)$(12)
Associated offsetting commodity contracts(2)(4)24
Net amounts presented on the balance sheet12(10)(8)
Additional cash collateral for commodity contractssubject to rate recovery5
Total$6$2$(10)$(8)

December 31, 2025

View SEC source
(Dollars in millions)Current assetsOther current assetsCurrent assetsAssets held for saleOther long-term assetsCurrent liabilitiesOther current liabilitiesCurrent liabilitiesLiabilities held for saleDeferred credits and other
Sempra:
Derivatives designated as hedging instruments:
Interest rate instruments$25
Foreign exchange instruments(8)
Derivatives not designated as hedging instruments:
Interest rate instruments242
Commodity contracts not subject to rate recovery9(66)
Associated offsetting commodity contracts(5)5
Commodity contracts subject to rate recovery$25$11$(134)$(10)
Associated offsetting commodity contracts(4)(2)42
Associated offsetting cash collateral684
Net amounts presented on the balance sheet212719(62)(69)(4)
Additional cash collateral for commodity contractsnot subject to rate recovery38
Additional cash collateral for commodity contractssubject to rate recovery23
Total$44$309$9$(62)$(69)$(4)
SDG&E:
Derivatives not designated as hedging instruments:
Commodity contracts subject to rate recovery$4$8$(12)$(5)
Associated offsetting commodity contracts(1)1
Associated offsetting cash collateral124
Net amounts presented on the balance sheet47
Additional cash collateral for commodity contractssubject to rate recovery13
Total$17$7
SoCalGas:
Derivatives not designated as hedging instruments:
Commodity contracts subject to rate recovery$21$3$(122)$(5)
Associated offsetting commodity contracts(4)(1)41
Associated offsetting cash collateral56
Net amounts presented on the balance sheet172(62)(4)
Additional cash collateral for commodity contractssubject to rate recovery10
Total$27$2$(62)$(4)

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

HEDGE IMPACTS

Dollars in millions

View SEC source
Line itemPretax gain (loss)recognized in OCIThree months ended March 31, 2026Pretax gain (loss)recognized in OCIThree months ended March 31, 2025LocationPretax gain (loss) reclassified from AOCI into earningsThree months ended March 31, 2026Pretax gain (loss) reclassified from AOCI into earningsThree months ended March 31, 2025
Sempra:
Cash flow hedges:
Interest rate instruments$2$(3)Interest expense$1$2
Interest rate instruments7(20)Equity earnings(1)15
Foreign exchange instruments2(5)Revenues: Energy-related businesses2(2)
Foreign exchange instruments2(4)Equity earnings(1)2(2)
Fair value hedges:
Foreign exchange instruments(2)(9)Equity earnings(1)
Total$11$(41)$6$3

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

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

At March 31, 2026, the maximum length of time over which Sempra is hedging its exposure to the variability in future cash flows for forecasted transactions, excluding those forecasted transactions related to the payment of variable interest on existing financial instruments, is approximately one year.

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)UNDESIGNATED DERIVATIVE IMPACTS · (Dollars in millions)LocationPretax gain (loss) on derivatives recognized in earningsThree months ended March 31, 2026Pretax gain (loss) on derivatives recognized in earnings2025
Sempra:
Commodity contracts notsubject to rate recoveryRevenues: Energy-relatedbusinesses$100$6
Commodity contracts notsubject to rate recoveryEnergy-related businessescost of sales(22)
Commodity contracts subjectto rate recoveryCost of natural gas(1)(16)
Commodity contracts subjectto rate recoveryCost of electric fuel and purchased power(5)3
Foreign exchange instrumentsOther income, net9
Interest rate instrumentsInterest expense11(65)
Total$92$(72)
SDG&E:
Commodity contracts subjectto rate recoveryCost of electric fuel and purchased power$(5)$3
SoCalGas:
Commodity contracts subjectto rate recoveryCost of natural gas$(1)$(16)

CREDIT RISK RELATED CONTINGENT FEATURES

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

For Sempra, the total fair value of this group of derivative instruments in a liability position at March 31, 2026 and December 31, 2025 is million and million, respectively. For SDG&E, the total fair value of this group of derivative instruments in a liability position is negligible at both March 31, 2026 and December 31, 2025. For SoCalGas, the total fair value of this group of derivative instruments in a liability position at March 31, 2026 and December 31, 2025 is $15 million and $47 million, respectively. At March 31, 2026, if the credit ratings of Sempra or SoCalGas were reduced below investment grade, million, and $15 million, respectively, of additional assets could be required to be posted as collateral for these derivative contracts.

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

NOTE 9. FAIR 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.

RECURRING FAIR VALUE MEASURES

The tables below set forth our financial assets and liabilities, by level within the fair value hierarchy, that are accounted for at fair value on a recurring basis at March 31, 2026 and December 31, 2025. 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, 2025.

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 are accounted for at fair value on a recurring basis in the tables below include the following:

  • Nuclear decommissioning trusts reflect the assets of SDG&E’s NDT, excluding accounts receivable and accounts payable. A third-party trustee values the trust assets using prices from a pricing service based on a market approach. We validate these prices by comparison to prices from other independent data sources. Securities are valued using quoted prices listed on nationally recognized securities exchanges or based on closing prices reported in the active market in which the identical security is traded (Level 1). Other securities are valued based on yields that are currently available for comparable securities of issuers with similar credit ratings (Level 2).
  • For commodity contracts, interest rate instruments and foreign exchange instruments, we primarily use a market or income approach with market participant assumptions to value these derivatives. Market participant assumptions include those about risk, and the risk inherent in the inputs to the valuation techniques. These inputs can be readily observable, market corroborated, or generally unobservable. We have exchange-traded derivatives that are valued based on quoted prices in active markets for the identical instruments (Level 1). We also may have other commodity derivatives that are valued using industry standard models that consider quoted forward prices for commodities, time value, current market and contractual prices for the underlying instruments, volatility factors, and other relevant economic measures (Level 2). Level 3 recurring items relate to CRRs at SDG&E, as we discuss below in “Level 3 Information – SDG&E” and natural gas derivatives at Sempra Infrastructure, as we discuss below in “Level 3 Information – Other Sempra.” We further discuss derivative assets and liabilities in Note 8.
  • Rabbi Trust investments include short-term investments that consist of money market and mutual funds that we value using a market approach based on closing prices reported in the active market in which the identical security is traded (Level 1).
  • As we discuss in Note 13, in July 2020, Sempra entered into the Support Agreement for the benefit of CFIN. We measure the Support Agreement, which includes a guarantee obligation, a put option and a call option, net of related guarantee fees, at fair value on a recurring basis. We use a discounted cash flow model to value the Support Agreement, net of related guarantee fees. Because some of the inputs that are significant to the valuation are less observable, the Support Agreement is classified as Level 3, as we describe below in “Level 3 Information – Other Sempra.”

Dollars in millions · Fair value at March 31, 2026

View SEC source
Line itemLevel 1Level 2Level 3Netting(1)Total
Sempra:
Assets:
Nuclear decommissioning trusts:
Short-term investments, primarily cash equivalents$22$3$25
Equity securities2702272
Debt securities:
Debt securities issued by the U.S. Treasury and other U.S. government corporations and agencies271643
Municipal bonds291291
Other securities261261
Total debt securities27568595
Total nuclear decommissioning trusts(2)319573892
Short-term investments held in Rabbi Trust8686
Support Agreement, net of related guarantee fees4141
Commodity contracts subject to rate recovery2910$1839
40758251181,058
Assets held for sale:
Interest rate instruments178178
Foreign exchange instruments1212
Commodity contracts not subject to rate recovery218851277
Total assets held for sale408851467
Total assets$407$990$59$1,525
Liabilities:
Foreign exchange instruments$3$3
Commodity contracts subject to rate recovery1724(23)18
1727(23)21
Liabilities held for sale:
Foreign exchange instruments66
Commodity contracts not subject to rate recovery17259(9)222
Total liabilities held for sale17859(9)228
Total liabilities$17$205$59$()$249

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

(2) Excludes receivables (payables), net.

Dollars in millions · Fair value at December 31, 2025

View SEC source
Line itemLevel 1Level 2Level 3Netting(1)Total
Sempra:
Assets:
Nuclear decommissioning trusts:
Short-term investments, primarily cash equivalents$9$3$12
Equity securities2853288
Debt securities:
Debt securities issued by the U.S. Treasury and otherU.S. government corporations and agencies281947
Municipal bonds300300
Other securities255255
Total debt securities28574602
Total nuclear decommissioning trusts(2)322580902
Short-term investments held in Rabbi Trust4949
Support Agreement, net of related guarantee fees4141
Commodity contracts subject to rate recovery22410$1753
37360451171,045
Assets held for sale:
Interest rate instruments267267
Commodity contracts not subject to rate recovery813342
Total assets held for sale275133309
Total assets$373$879$52$1,354
Liabilities:
Commodity contracts subject to rate recovery$37$107$(78)$66
Liabilities held for sale:
Foreign exchange instruments88
Commodity contracts not subject to rate recovery1056(5)61
Total liabilities held for sale1856(5)69
Total liabilities$37$125$56$()$135

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

(2) Excludes receivables (payables), net.

Dollars in millions · Fair value at March 31, 2026

View SEC source
Line itemLevel 1Level 2Level 3Netting(1)Total
SDG&E:
Assets:
Nuclear decommissioning trusts:
Short-term investments, primarily cash equivalents$22$3$25
Equity securities2702272
Debt securities:
Debt securities issued by the U.S. Treasury and otherU.S. government corporations and agencies271643
Municipal bonds291291
Other securities261261
Total debt securities27568595
Total nuclear decommissioning trusts(2)319573892
Commodity contracts subject to rate recovery210$1931
Total assets$321$573$10$19$923
Liabilities:
Commodity contracts subject to rate recovery$17$(17)
Fair value at December 31, 2025
SDG&E:
Assets:
Nuclear decommissioning trusts:
Short-term investments, primarily cash equivalents$9$3$12
Equity securities2853288
Debt securities:
Debt securities issued by the U.S. Treasury and other U.S.government corporations and agencies281947
Municipal bonds300300
Other securities255255
Total debt securities28574602
Total nuclear decommissioning trusts(2)322580902
Commodity contracts subject to rate recovery210$1224
Total assets$324$580$10$12$926
Liabilities:
Commodity contracts subject to rate recovery$17$(17)

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

(2) Excludes receivables (payables), net.

Dollars in millions · Fair value at March 31, 2026

View SEC source
Line itemLevel 1Level 2Level 3Netting(1)Total
SoCalGas:
Assets:
Commodity contracts subject to rate recovery$9$(1)$8
Liabilities:
Commodity contracts subject to rate recovery$24$(6)$18
Fair value at December 31, 2025
SoCalGas:
Assets:
Commodity contracts subject to rate recovery$24$5$29
Liabilities:
Commodity contracts subject to rate recovery$20$107$(61)$66

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

Level 3 Information

SDG&E

The table below sets forth reconciliations of changes in the fair value of CRRs classified as Level 3 in the fair value hierarchy for Sempra and SDG&E.

LEVEL 3 RECONCILIATIONS(1)

Dollars in millions

View SEC source
Line itemThree months ended March 31, 2026Three months ended March 31, 2025
Balance at January 1$10
Realized and unrealized gains (losses), net(3)(1)
Allocated transmission instruments32
Settlements(1)
Balance at March 31$10
Change in unrealized gains (losses) relating to instruments still held at March 31$()$()

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

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. Because unrealized gains and losses are recorded as regulatory assets and liabilities, they do not affect earnings. Inputs used to determine the fair value of CRRs are reviewed and compared with market conditions to determine reasonableness.

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

CONGESTION REVENUE RIGHTS AUCTION PRICE INPUTS

View SEC source
Settlement yearPrice per MWhMedian price per MWh
2026$⁠13.76$4.05
202515.540.01

The impact associated with discounting is not significant. Because these auction prices are a less observable input, these instruments are classified as Level 3. The fair value of these instruments is derived from auction price differences between two locations. Positive values between two locations represent expected future reductions in congestion costs, whereas negative values between two locations represent expected future charges. Valuation of our CRRs is sensitive to a change in auction price. If auction prices at one location increase (decrease) relative to another location, this could result in a significantly higher (lower) fair value measurement. We summarize CRR volumes in Note 8.

Other Sempra

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

LEVEL 3 RECONCILIATIONS

Dollars in millions

View SEC source
Line itemThree months ended March 31, 2026Three months ended March 31, 2025
Balance at January 1
Realized and unrealized gains (losses), net(1)
Settlements()()
Balance at March 31(2)
Change in unrealized gains (losses) relating to instruments still held at March 31

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

(2) Includes $8 in Other Current Assets and $33 in Other Long-Term Assets at March 31, 2026 on Sempra's Condensed Consolidated Balance Sheet.

The fair value of the Support Agreement, net of related guarantee fees, is based on a discounted cash flow model using a probability of default and survival methodology. Our estimate of fair value considers inputs such as third-party default rates, credit ratings, recovery rates, and risk-adjusted discount rates, which may be readily observable, market corroborated or generally unobservable inputs. Because CFIN’s credit rating and related default and survival rates are unobservable inputs that are significant to the valuation, the Support Agreement, net of related guarantee fees, is classified as Level 3. We assigned CFIN an internally developed credit rating of A2 at March 31, 2026, and 2025, respectively, and relied on default rate data published by Moody’s to assign a probability of default. A hypothetical change in the credit rating up or down one notch would not result in a significant change in the fair value of the Support Agreement.

Commodity contracts not subject to rate recovery. The table below sets forth a reconciliation of the change in the fair value of natural gas derivatives classified as Level 3 in the fair value hierarchy.

Dollars in millions · Three months ended March 31, 2026

View SEC source
Balance at January 1$(55)
Realized and unrealized gains (losses), net(1)4
Balance at March 31(2)$(51)
Change in unrealized gains (losses) relating to instruments still held at March 31$4

(1) Net realized and unrealized gains and losses are recognized in Revenues: Energy-Related Businesses or Energy-Related Businesses Cost of Sales on the Sempra Condensed Consolidated Statement of Operations.

(2) Includes $8 in Assets Held for Sale and $59 in Liabilities Held for Sale at March 31, 2026 on Sempra’s Condensed Consolidated Balance Sheet.

We estimate the fair value of our natural gas derivatives using an income approach. These instruments are classified as Level 3 within the fair value hierarchy because their valuation relies on significant unobservable inputs. Key unobservable inputs include implied forward price curves at illiquid delivery locations and location-specific forward price adjustments. When observable market data is limited or unavailable at these illiquid delivery points, we apply industry-standard valuation methodologies to develop unobservable inputs that maximize the use of observable information, including extrapolation and the use of historical market data and other relevant information.

The following table presents information about the significant unobservable inputs used in the valuation of our Level 3 natural gas derivatives at March 31, 2026:

QUANTITATIVE INFORMATION ABOUT LEVEL 3 FAIR VALUE MEASUREMENT

View SEC source
Line itemFair value(in millions)Valuation techniqueUnobservable inputRangeWeighted average
Commodity contracts not subject to rate recovery$(51)Income approachForward natural gas price per MMBtu$⁠2.41$1.08

The valuation of our natural gas derivatives is sensitive to changes in forward pricing and location-specific price adjustments. Generally, significant increases or decreases in forward pricing, in isolation, would decrease or increase, respectively, the fair value of the natural gas derivatives. We evaluate valuation inputs and assumptions at least quarterly and update inputs as necessary to reflect changes.

Fair Value of Financial Instruments

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

Dollars in millions · March 31, 2026

View SEC source
Line itemCarryingamountFair valueLevel 1Fair valueLevel 2Fair valueLevel 3Fair valueTotal
Sempra:
Long-term note receivable(1)$374$370$370
Long-term amounts due to unconsolidated affiliates held for sale485469469
Long-term debt held for sale(2)8,6418,2598,259
Long-term debt(3)31,76729,66129,661
SDG&E:
Long-term debt(4)$10,900$9,753$9,753
SoCalGas:
Long-term debt(5)$8,109$7,677$7,677
December 31, 2025
Sempra:
Long-term note receivable(1)$369$366$366
Long-term amounts due to unconsolidated affiliates held for sale477463463
Long-term debt held for sale(2)7,9257,6117,611
Long-term debt(3)29,86728,28228,282
SDG&E:
Long-term debt(4)$9,800$8,810$8,810
SoCalGas:
Long-term debt(5)$8,109$7,818$7,818

(1) Before allowances for credit losses of at both March 31, 2026 and December 31, 2025. Excludes unamortized transaction costs of and at March 31, 2026 and December 31, 2025, respectively.

(2) After the effects of interest rate swaps. Before reductions of unamortized discount and debt issuance costs of and at March 31, 2026 and December 31, 2025, respectively.

(3) Before reductions of unamortized discount and debt issuance costs of and at March 31, 2026 and December 31, 2025, respectively, and excluding finance lease obligations of and at March 31, 2026 and December 31, 2025, respectively.

(4) Before reductions of unamortized discount and debt issuance costs of $110 and $97 at March 31, 2026 and December 31, 2025, respectively, and excluding finance lease obligations of $1,168 and $1,176 at March 31, 2026 and December 31, 2025, respectively.

(5) Before reductions of unamortized discount and debt issuance costs of $76 and $78 at March 31, 2026 and December 31, 2025, respectively, and excluding finance lease obligations of $111 and $117 at March 31, 2026 and December 31, 2025, respectively.

We provide the fair values for the securities held in the NDT related to SONGS in Note 12.

NOTE 10. SEMPRA – CONTINGENTLY REDEEMABLE NONCONTROLLING INTEREST

SEMPRA INFRASTRUCTURE

In September 2025, PA2 JVCo issued 49.9% of its equity interests to Blackstone, which we discuss in Note 12 of the Notes to Consolidated Financial Statements in the Annual Report. We present Blackstone’s equity interest as a CRNCI, which appears between liabilities and equity in the mezzanine section of Sempra’s Condensed Consolidated Balance Sheets. We initially recorded the CRNCI at the amount for which Blackstone has a claim on the underlying net assets in liquidation at book value. At March 31, 2026, the CRNCI is not currently redeemable, nor is it probable that it will become redeemable because the forecasted completion of the PA LNG Phase 2 project is highly unlikely to occur beyond the contractually specified date in which Blackstone’s ownership interest becomes redeemable; therefore, we did not accrete the CRNCI to its redemption value.

Allocation of Interests

Because ownership interests in SI Partners, its subsidiaries and their projects differ by percentage and consolidation level, claims on changes in net assets must be allocated among the respective owners. To effect the allocation of interests, in the three months ended March 31, 2026, we recorded an increase in CRNCI of $42 million, a decrease in NCI of $48 million and an increase in Sempra’s shareholders’ equity of $6 million.

NOTE 11. SEMPRA – EQUITY AND EARNINGS PER COMMON SHARE

COMMON STOCK OFFERINGS

ATM Program

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

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

We intend to use a substantial portion of the net proceeds we receive from the issuance and sale by us of any shares of our common stock to or through the agents and any net proceeds we receive through the settlement of any forward sale agreements with the forward purchasers for working capital and other general corporate purposes, including to partly finance our long-term capital plan and to repay outstanding commercial paper and potentially other indebtedness. At March 31, 2026, approximately $2.6 billion of common stock remained available for sale under the ATM program, which reflects the forward sale agreements that we describe below.

Forward Sale Agreements

We have entered into two forward sale agreements for the sale of shares of Sempra common stock under the ATM program that remain subject to future settlement. The shares offered pursuant to the forward sale agreements were borrowed by the applicable forward purchaser and therefore were not newly issued shares. We did not initially receive any proceeds from the sale of shares pursuant to the forward sale agreements. These forward sale agreements may be settled on one or more dates specified by us occurring no later than the final settlement date under the applicable agreement. Although we may 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 applicable forward purchaser upon the occurrence of certain events. The principal terms of these forward sale agreements at March 31, 2026 are as follows:

FORWARD SALE AGREEMENTS UNDER THE ATM PROGRAM THAT REMAIN SUBJECT TO FUTURE SETTLEMENT

Dollars in millions, except per share amounts

View SEC source
Date of agreementNumber of shares subject to agreementNumber of shares that remain to be settledInitial forward price per shareExpected net proceeds(1)Forward purchaserSales commissionsFinal settlement date
November 18, 20242,909,2742,909,274$92.1546$268Bank of America, N.A.$2.4June 30, 2026(2)
February 26, 20252,087,3172,087,317$70.6593$147Wells Fargo Bank, N.A.$1.3March 31, 2027

(1) Expected net proceeds assumes full physical settlement, is net of sales commission but does not deduct other equity issuance costs, and is subject to certain adjustments pursuant to the applicable forward sale agreement.

(2) On April 7, 2026, the forward sale agreement was amended to extend the final settlement date to December 31, 2027.

We provide additional information about these forward sale agreements in Note 13 of the Notes to Consolidated Financial Statements in the Annual Report.

COMMON STOCK REPURCHASES

In the three months ended March 31, 2026 and 2025, we withheld 231,910 shares for $20 million and 671,961 shares for $57 million, respectively, of our common stock that would otherwise be issued to long-term incentive plan participants who do not elect otherwise upon the vesting of RSUs and exercise of stock options in an amount sufficient to satisfy minimum statutory tax withholding requirements. Such share withholding is considered a share repurchase for accounting purposes.

NONCONTROLLING INTERESTS

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

In the three months ended March 31, 2026 and 2025, Sempra Infrastructure distributed million and million, respectively, to its NCI owners, and NCI owners contributed million and million, respectively, to Sempra Infrastructure.

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

March 31, 2026

View SEC source
NET INCOME ATTRIBUTABLE TO SEMPRA AND TRANSFERS (TO) FROM CRNCI AND NCI(Dollars in millions)Three months endedThree months ended
Sempra:
Net income attributable to Sempra$1,037
Transfers (to) from CRNCI and NCI:
Increase in shareholders’ equity from allocation of interests(1)6
Net transfers (to) from CRNCI and NCI6
Change from net income attributable to Sempra and transfers (to) from CRNCI and NCI$1,043

(1) We describe the allocation of interests in Note 10.

SI Partners Subsidiaries

Both SI Partners and ConocoPhillips have provided guarantees relating to their respective affiliate’s commitment to make its pro rata equity share of capital contributions to fund 110% of the development budget of the PA LNG Phase 1 project, in an aggregate amount of up to $9.0 billion. SI Partners’ guarantee covers 70% of this amount plus enforcement costs of its guarantee. As of March 31, 2026, an aggregate amount of $2.7 billion has been paid by SI Partners’ subsidiary in satisfaction of its commitment to fund its portion of the development budget of the PA LNG Phase 1 project.

EARNINGS PER COMMON SHARE

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

EARNINGS PER COMMON SHARE COMPUTATIONS(Dollars in millions, except per share amounts; shares in thousands)Three months ended March 31, 20262025
Sempra:
Numerator:
Earnings attributable to common shares$1,037$906
Denominator:
Weighted-average common shares outstanding for basic EPS(1)
Dilutive effect of common shares sold forward482
Dilutive effect of stock options and RSUs(2)
Weighted-average common shares outstanding for diluted EPS
EPS:
Basic
Diluted

(1) Includes 385 and 516 fully vested RSUs held in our deferred compensation plan in the three months ended March 31, 2026 and 2025, 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) Due to market fluctuations of both Sempra common stock and the comparative indices used to determine the vesting percentage of our total shareholder return performance-based RSUs, which we discuss in Note 14 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 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 ended March 31, 2026 and 2025 excludes 561,740 and 522,283 potentially dilutive shares, respectively, because to include them would be antidilutive for the period. However, these shares could potentially dilute basic EPS in the future.

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

In January 2026, pursuant to Sempra’s share-based compensation plans, the Compensation and Talent Development Committee of Sempra’s board of directors granted 568,052 nonqualified stock options, 435,890 performance-based RSUs and 181,488 service-based RSUs.

We discuss share-based compensation plans and related awards and the terms and conditions of Sempra’s equity securities further in Notes 13 and 14 of the Notes to Consolidated Financial Statements in the Annual Report.

NOTE 12. SAN ONOFRE NUCLEAR GENERATING STATION

We provide below updates to ongoing matters related to SONGS, a nuclear generating facility near San Clemente, California that permanently ceased operations in June 2013, and in which SDG&E has a 20% 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. Major decommissioning work began in 2020. We expect the majority of the decommissioning work to be completed around 2030. Decommissioning of Unit 1, removed from service in 1992, is largely complete. The remaining work for Unit 1 will be completed once Units 2 and 3 are dismantled and the spent fuel is removed from the site. The spent fuel is currently being stored on-site, until the DOE identifies an independent spent fuel storage installation and puts in place a program for the fuel’s disposal. SDG&E is responsible for approximately 20% of the total decommissioning cost.

In accordance with state and federal requirements and regulations, SDG&E has assets held in the NDT to fund its share of decommissioning costs for SONGS Units 1, 2 and 3. Amounts that were collected in rates for SONGS’ decommissioning are invested in the NDT, which is comprised of externally managed trust funds. Amounts held by the NDT are invested in accordance with CPUC regulations. SDG&E classifies debt and equity securities held in the NDT as available-for-sale. The NDT assets are presented on the Sempra and SDG&E 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. In January 2026, the CPUC granted SDG&E authorization to access NDT funds of up to $45 million for forecasted 2026 costs.

Nuclear Decommissioning Trusts

The following table shows the fair values and gross unrealized gains and losses for the securities held in the NDT on the Sempra and SDG&E Condensed Consolidated Balance Sheets. We provide additional fair value disclosures for the NDT in Note 9.

March 31, 2026

View SEC source
NUCLEAR DECOMMISSIONING TRUSTS(Dollars in millions)CostGrossunrealizedgainsGrossunrealizedlossesEstimatedfairvalue
Short-term investments, primarily cash equivalents$25$25
Equity securities66208(2)272
Debt securities:
Debt securities issued by the U.S. Treasury and other U.S. government corporations and agencies(1)431(1)43
Municipal bonds(2)2952(6)291
Other securities(3)2633(5)261
Total debt securities6016(12)595
Receivables (payables), net(8)(8)
Total$()
December 31, 2025
Short-term investments, primarily cash equivalents$12$12
Equity securities69221(2)288
Debt securities:
Debt securities issued by the U.S. Treasury and other U.S. government corporations and agencies46147
Municipal bonds3014(5)300
Other securities2535(3)255
Total debt securities60010(8)602
Receivables (payables), net(3)(3)
Total$()

(1) Maturity dates are 2027-2056.

(2) Maturity dates are 2026-2065.

(3) Maturity dates are 2026-2071.

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

SALES OF SECURITIES IN THE NUCLEAR DECOMMISSIONING TRUSTS

Dollars in millions

View SEC source
Line itemThree months ended March 31, 2026Three months ended March 31, 2025
Proceeds from sales$291$274
Gross realized gains910
Gross realized losses22

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

ASSET RETIREMENT OBLIGATION

The present value of SDG&E’s ARO related to decommissioning costs for all three SONGS units was $443 million at March 31, 2026 and is based on a cost study prepared in 2024, which is pending CPUC approval. SDG&E expects to receive an FD in the second half of 2026.

NOTE 13. COMMITMENTS, CONTINGENCIES AND GUARANTEES

LEGAL PROCEEDINGS

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

At March 31, 2026, loss contingency accruals for legal matters that are probable and estimable are million for Sempra and $33 million for SoCalGas.

SDG&E

City of San Diego Franchise Agreements

Pending. In 2021, a lawsuit was filed in the California Superior Court challenging various aspects of the natural gas and electric franchise agreements granted by the City of San Diego to SDG&E. The lawsuit is seeking to void the franchise agreements. In October 2023, the court ruled in favor of SDG&E and the City of San Diego, upholding all terms of the franchise agreements, except for the two-thirds City Council vote requirement for termination if the City decides to terminate under certain circumstances. Under the court’s ruling, the City can instead terminate on a majority vote, so long as it satisfies repayment provisions under the franchise agreements. Both sides have appealed the ruling.

SoCalGas

LA Fires

Palisades Fire Litigation - Pending. There is a consolidated legal action pending in Los Angeles County Superior Court related to the January 2025 Palisades fire. Various plaintiffs named nineteen defendants in a December 2025 master complaint, including but not limited to SoCalGas, Sempra, Edison, Edison International, the J. Paul Getty Trust, the City of Los Angeles, Los Angeles County, and the State of California (collectively, the Palisades Defendants). At this early stage of the legal process, it is unclear how many plaintiffs are asserting claims against the Palisades Defendants. The plaintiffs seek an award of economic and noneconomic damages, punitive damages, attorneys’ fees, litigation costs and pre-judgment interest.

Eaton Fire Litigation - Pending. There is a separate consolidated legal action pending in Los Angeles County Superior Court related to the January 2025 Eaton fire. The first of these lawsuits was filed against Edison in January 2025. In January 2026, Edison and Edison International filed cross-complaints in Los Angeles County Superior Court against more than a dozen defendants, including but not limited to SoCalGas, the City of Pasadena, Pasadena Water and Power, Los Angeles County, and Genasys Inc. (collectively, the Eaton Cross-Defendants) in connection with underlying litigation related to the January 2025 Eaton fire. The Edison cross-complaints against the Eaton Cross-Defendants seek indemnity, compensatory damages, attorneys’ fees, litigation costs and pre-judgment interest. In April 2026, SoCalGas filed a cross-complaint against Edison seeking compensatory damages for damage to SoCalGas’ infrastructure and costs associated with service restoration, attorneys’ fees, litigation costs and pre-judgment interest.

Other Sempra

Energía Costa Azul

We describe below a land dispute and permit challenges that may affect our ECA Regas Facility or ECA LNG liquefaction facilities under construction or in development. One or more unfavorable conclusions on these disputes or challenges could materially adversely affect our existing natural gas regasification operations and proposed natural gas liquefaction projects at the site of the ECA Regas Facility and have a material adverse effect on Sempra’s business, results of operations, financial condition, cash flows and/or prospects.

Land Dispute - Pending. Energía Costa Azul, S. de R.L. de C.V. LNG has been engaged in a long-running land dispute relating to property adjacent to and owned by its ECA Regas Facility (the facility, however, is not situated on the land that is the subject of

this dispute). A claimant to the adjacent property filed suit to reinitiate an administrative procedure at SEDATU to obtain the property title for the disputed property, which title had previously been issued in a ruling by the federal Agrarian Court and subsequently reversed by a federal court in Mexico. In April 2021, the proceeding in the Agrarian Court concluded with the court ordering that the administrative procedure be restarted. The administrative procedure at SEDATU may continue if SEDATU decides to reopen the matter.

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

In addition, a group of residents filed an administrative appeal in June 2021 against various federal and state authorities alleging deficiencies in the public consultation process for the environmental and social impact permits issued by each of ASEA and SENER to ECA LNG authorizing natural gas liquefaction activities at the ECA Regas Facility. The request for an administrative appeal was denied. The claimants appealed this ruling via a constitutional challenge (an amparo trial) but were not successful. The lower court’s ruling was favorable to the ECA Regas Facility, as the court determined that no harm has been caused to the plaintiffs and dismissed the lawsuit. The claimants appealed the rulings via the Second Federal Collegiate Court, and the appeal is yet to be resolved.

Port Arthur LNG I

Construction Incident - Pending. In April 2025, an incident occurred at the site of the PA LNG Phase 1 project that resulted in the deaths of three Bechtel employees and injuries to two Bechtel employees. In November 2025, the cases were transferred to a multidistrict litigation pretrial court and, in March 2026, the cases were assigned to a judge to oversee pretrial proceedings. As of May 4, 2026, there are two pending lawsuits filed by 17 plaintiffs in the 172nd Judicial District Court in Jefferson County, Texas and the 295th Judicial District Court in Harris County, Texas. The complaints collectively name as defendants Port Arthur LNG I, SI Partners, Sempra and/or other Sempra affiliates, Bechtel and/or Bechtel Corporation, and ConocoPhillips. Plaintiffs assert negligence and gross negligence and additional causes of action for wrongful death, survival and bystander claims and are seeking compensatory and punitive damages, lost wages and attorneys’ fees.

Bechtel is providing indemnity pursuant to the terms of Port Arthur LNG I’s EPC contract and is continuing construction of the PA LNG Phase 1 project.

Ordinary Course Litigation

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

LEASES

We discuss leases further in Note 16 of the Notes to Consolidated Financial Statements in the Annual Report.

Lessee Accounting

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

Leases That Have Not Yet Commenced

SDG&E has four PPAs, of which SDG&E expects three will commence in 2027 and one will commence in 2028. SDG&E expects the future minimum lease payments to be $12 million in 2027, $23 million in 2028, $25 million in each of 2029 and 2030 and $290 million thereafter (through expiration in 2043).

SI Partners has a lease agreement for tugboat services for the Port Arthur LNG liquefaction project that it expects will commence in 2027. SI Partners expects the future minimum lease payments to be $10 million in 2027, $12 million in each of 2028 through 2030, and $186 million thereafter (through expiration in 2047, exclusive of certain renewal options) and total future minimum fixed payments for operation and maintenance services to be $184 million.

Lessor Accounting

SI Partners is a lessor for certain of its natural gas and ethane pipelines, compressor stations, liquid petroleum gas storage facilities, a rail facility and refined products terminals, which we account for as operating or sales-type leases.

We provide information below for leases for which we are the lessor.

LESSOR INFORMATION ON THE CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS(Dollars in millions)Three months ended March 31, 20262025
Sempra – Sales-type leases:
Interest income$1
Total revenues from sales-type leases(1)
Sempra – Operating leases:
Fixed lease payments$100$86
Variable lease payments
Total revenues from operating leases(1)
Depreciation expense(2)

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

(2) We stopped recording depreciation expense when these assets were classified as held for sale in September 2025.

CONTRACTUAL COMMITMENTS

We discuss below significant changes in the first three months of 2026 to contractual commitments discussed in Note 16 of the Notes to Consolidated Financial Statements in the Annual Report.

Natural Gas Contracts

SoCalGas’ natural gas contracts and transportation commitments have increased by approximately $192 million since December 31, 2025, reflecting a decrease related to amounts that settled during the first three months of 2026 and increases from entering into new natural gas transportation contracts in the first three months of 2026. At March 31, 2026, we expect future payments to decrease by $24 million in 2026, and increase by $16 million in 2027, $21 million in 2028, $22 million in each of 2029 and 2030, and $135 million thereafter compared to December 31, 2025.

LNG Purchase Agreement

SI Partners has an SPA for the supply of LNG to the ECA Regas Facility, which is included within the disposal group that is classified as held for sale. The commitment amount is calculated using a predetermined formula based on estimated forward prices of the index applicable from 2026 to 2029. Although this agreement specifies a number of cargoes to be delivered, under its terms, the supplier may divert certain cargoes, which would reduce amounts paid under the agreement by SI Partners. At March 31, 2026, we expect the commitment amount to decrease by $122 million in 2026, $55 million in 2027, $12 million in 2028 and $14 million in 2029 compared to December 31, 2025, reflecting changes in estimated forward prices since December 31, 2025 and actual transactions in the first three months of 2026. These LNG commitment amounts are based on the assumption that all LNG cargoes under the agreement are delivered, less those already confirmed to be diverted as of March 31, 2026. Actual LNG purchases in the current and prior years have been significantly lower than the maximum amount provided under the agreement due to the supplier electing to divert cargoes as allowed by the agreement.

PPAs Not Accounted for as Leases

SDG&E’s PPA commitments have increased by approximately $99 million since December 31, 2025, primarily from entering into energy storage agreements in the first three months of 2026. At March 31, 2026, we expect future payments to increase by $5 million in 2026, $4 million in 2027, $6 million in each of 2028 through 2030, and $72 million thereafter compared to December 31, 2025.

ENVIRONMENTAL ISSUES

We disclose any proceeding under environmental laws to which a government authority is a party when the potential monetary sanctions, exclusive of interest and costs, exceed the lesser of million or % of current assets, which is million for Sempra, $25 million for SDG&E and $15 million for SoCalGas at March 31, 2026.

SEMPRA – GUARANTEES

Sempra Promissory Note for SDSRA Distribution

Cameron LNG JV’s debt agreements require Cameron LNG JV to maintain the SDSRA, which is an additional reserve account beyond the Senior Debt Service Accrual Account, where funds accumulate from operations to satisfy senior debt obligations due and payable on the next payment date. Both accounts can be funded with cash or authorized investments. In June 2021, Sempra Infrastructure received a distribution of million based on its proportionate share of the SDSRA, for which Sempra provided a promissory note and letters of credit to secure a proportionate share of Cameron LNG JV’s obligation to fund the SDSRA. Sempra’s maximum exposure to loss is replenishment of the amount withdrawn by Sempra Infrastructure from the SDSRA, or million. We recorded a guarantee liability of million in June 2021, with an associated carrying value of $16 million at March 31, 2026, for the fair value of the promissory note, which is being reduced over the duration of the guarantee through Sempra Infrastructure’s investment in Cameron LNG JV. The guarantee will terminate upon full repayment of Cameron LNG JV’s debt, scheduled to occur in 2039, or replenishment of the amount withdrawn by Sempra Infrastructure from the SDSRA.

This guarantee will remain with Sempra after the planned sale of a portion of our equity interest in SI Partners is complete, which we discuss in Note 6.

Sempra Support Agreement for CFIN

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

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

  • Sempra has severally guaranteed repayment of the bank debt plus accrued and unpaid interest if CFIN fails to pay the external lenders
  • the external lenders may exercise an option to put the bank debt to Sempra Infrastructure upon the occurrence of certain events, including a failure by CFIN to meet its payment obligations under the bank debt
  • on March 28, 2028, March 28, 2030 and March 28, 2035, the agent for the external lenders, on behalf of such external lenders, is obligated to put all of the then outstanding bank debt to Sempra Infrastructure, except to the extent any external lender elects not to participate in the put three months prior to the applicable put exercise date
  • Sempra Infrastructure also has a right to call the bank debt back from, or to refinance the bank debt with, the external lenders at any time
  • the Support Agreement will terminate upon full repayment of the bank debt, including repayment following an event in which the bank debt is put to Sempra Infrastructure

In exchange for this guarantee, the external lenders pay a guarantee fee that is based on the credit rating of Sempra’s long-term senior unsecured non-credit enhanced debt rating, which guarantee fee Sempra Infrastructure recognizes as interest income as earned. Sempra’s maximum exposure to loss is the bank debt plus any accrued and unpaid interest and related fees, subject to a liability cap of % of the bank debt, or million. We measure the Support Agreement at fair value, net of related guarantee fees, on a recurring basis (see Note 9). At March 31, 2026, the fair value of the Support Agreement is million, of which $8 million is included in Other Current Assets and $33 million is included in Other Long-Term Assets on Sempra’s Condensed Consolidated Balance Sheet.

This guarantee will remain with Sempra after the planned sale of a portion of our equity interest in SI Partners is complete, which we discuss in Note 6.

SI Partners Credit Support Agreement

In February 2025, SI Partners entered into a 15-month credit support agreement with a third-party financial institution related to a customer’s secured borrowing for repayment of its past due account balance owed to SI Partners. At March 31, 2026, SI Partners’ maximum exposure to loss under this off-balance sheet arrangement is $29 million.

This guarantee, if not yet terminated, will remain with SI Partners after the planned sale of a portion of our equity interest in SI Partners is complete, which we discuss in Note 6.

NOTE 14. SEGMENT INFORMATION

SEMPRA

Sempra is a holding company whose principal businesses are regulated utilities in California and Texas. Our businesses invest in and operate electric and gas utilities and other energy infrastructure that provide energy services to customers. Sempra has the following operating and reportable segments, which are managed separately based on services provided, geographic location and regulatory framework:

  • Sempra California provides natural gas and electric service to Southern California and part of central California through Sempra’s wholly owned subsidiaries, SDG&E and SoCalGas, which are regulated public utilities.
  • Sempra Texas Utilities holds our equity method investment in Oncor Holdings, which owns an % interest in Oncor, a regulated electric transmission and distribution utility serving customers in the north-central, eastern, western and panhandle regions of Texas; and our equity method investment in Sharyland Holdings, L.P., which owns Sharyland Utilities, a regulated electric transmission utility serving customers near the Texas-Mexico border.
  • Sempra Infrastructure includes the operating companies of SI Partners, in which Sempra Infrastructure owns a % interest, as well as a holding company and certain services companies. Sempra Infrastructure develops, constructs, operates and invests in energy infrastructure to help provide safe, sustainable and reliable access to cleaner energy in markets in the U.S., Mexico and globally.

Sempra’s CODM is its chief executive officer, who utilizes segment earnings attributable to common shares predominantly in the annual financial planning process to assess financial performance. Sempra’s CODM prioritizes resource allocation to each segment in a manner that aligns with Sempra’s capital expenditures plan.

Amounts labeled as “Parent and other,” which does not meet the definition of an operating or reportable segment, consist primarily of activities of parent organizations.

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

SEGMENT INFORMATION(Dollars in millions)March 31,2026December 31,2025
ASSETS
Sempra California
Sempra Texas Utilities
Sempra Infrastructure
Segment totals113,493110,893
Parent and other1,1911,084
Intersegment eliminations(1)(1,166)(1,099)
Total Sempra$113,518$110,878
EQUITY METHOD INVESTMENTS
Sempra Texas Utilities
Sempra Infrastructure(2)
Segment totals/Total Sempra
Three months ended March 31,
20262025
EQUITY EARNINGS
Equity earnings, before income tax:
Sempra Texas Utilities
Sempra Infrastructure
Segment totals148141
Equity earnings, net of income tax:
Sempra Texas Utilities
Sempra Infrastructure
Segment totals219184
Total Sempra
CAPITAL EXPENDITURES FOR PROPERTY, PLANT AND EQUIPMENT
Sempra California
Sempra Infrastructure
Segment totals2,4602,335
Parent and other11
Total Sempra$2,461$2,336

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

(2) At March 31, 2026 and December 31, 2025, $2,546 and $2,566, respectively, is included in Assets Held for Sale on the Sempra Condensed Consolidated Balance Sheets. The remaining $16 and at March 31, 2026 and December 31, 2025, respectively, represents our investment balance in Cameron LNG JV related to our guarantee under the SDSRA, which we discuss in Note 13.

Three months ended March 31, 2026

View SEC source
SEGMENT INFORMATION (CONTINUED)(Dollars in millions)Sempra CaliforniaSempra Texas Utilities(1)Sempra InfrastructureSempra
Revenues
Operation and maintenance()()
Depreciation and amortization()()
Interest income
Interest expense(2)()
Income tax expense()()
Equity earnings
Earnings attributable to noncontrolling interests()
Earnings attributable to contingently redeemable noncontrolling interest()
Other segment items(3)()()()
Segment earnings attributable to common shares$1,153
Parent and other(116)
Earnings attributable to common shares
Three months ended March 31, 2025
Revenues$3,401
Operation and maintenance()()
Depreciation and amortization()()
Interest income
Interest expense(2)()()
Income tax expense()()
Equity earnings
Earnings attributable to noncontrolling interests()
Other segment items(3)()()()
Segment earnings attributable to common shares$1,016
Parent and other(110)
Earnings attributable to common shares

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

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

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

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

REVENUES BY SERVICES

Dollars in millions

View SEC source
Line itemSempra CaliforniaThree months ended March 31, 2026Sempra InfrastructureThree months ended March 31, 2026SempraThree months ended March 31, 2026Sempra CaliforniaThree months ended March 31, 2025Sempra InfrastructureThree months ended March 31, 2025SempraThree months ended March 31, 2025
Revenues from external customers:
Utilities
Energy-related businesses
Total revenues from external customers(1)3,211217$3,4283,457224$3,681
Other revenues(2):
Utilities()
Energy-related businesses
Total other revenues227()121
Intersegment revenues(3):
Utilities96
Energy-related businesses1019
Total intersegment revenues9101961925
Segment revenues3,6743,827
Intersegment eliminations(19)(25)
Revenues

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

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

(3) See “Transactions with Affiliates” in Note 1 of the Notes to Consolidated Financial Statements in the Annual Report for a description of services provided by one operating segment to another operating segment within Sempra.

SDG&E

SDG&E is a regulated public utility that provides electric service to San Diego and southern Orange counties and natural gas service to San Diego County. SDG&E has one operating and reportable segment.

SDG&E’s CODM is its president, who utilizes earnings attributable to common shares to manage the business, assess performance and allocate resources.

Total assets at SDG&E are $33.5 billion and $32.7 billion at March 31, 2026 and December 31, 2025, respectively. The following table presents selected information for SDG&E’s single segment and reconciliation of earnings attributable to common shares.

SEGMENT INFORMATION(Dollars in millions)Three months ended March 31, 20262025
SDG&E:
Revenues from external customers:
Electric
Natural gas321359
Total revenues from external customers(1)
Other revenues(2):
Electric()()
Natural gas()()
Total other revenues(9)(14)
Total revenues1,5471,420
Operation and maintenance(423)(440)
Depreciation and amortization()()
Interest income
Interest expense()()
Income tax expense()(14)
Other segment items(3)(269)(230)
Earnings attributable to common shares$296$281
Capital expenditures for property, plant and equipment$539

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

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

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

SOCALGAS

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

Effective April 18, 2026, SoCalGas’ chief operating officer was appointed president on an interim basis and assumed the responsibilities of the CODM. The CODM utilizes earnings attributable to common shares to manage the business, assess performance and allocate resources. SoCalGas’ CODM was previously its chief executive officer.

Total assets at SoCalGas are $27.6 billion and $27.7 billion at March 31, 2026 and December 31, 2025, respectively. The following table presents selected information for SoCalGas’ single segment and reconciliation of earnings attributable to common shares.

SEGMENT INFORMATION(Dollars in millions)Three months ended March 31, 20262025
SoCalGas:
Natural gas:
Revenues from external customers(1)
Other revenues(2)()
Total revenues
Operation and maintenance()()
Depreciation and amortization(273)(242)
Interest income1
Interest expense(97)(90)
Income tax expense(20)()
Other segment items(3)()()
Earnings attributable to common shares
Capital expenditures for property, plant and equipment$481

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

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

(3) Includes cost of natural gas, franchise fees and other taxes, and other income (expense), net.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Line itemPage
Overview85
Results of Operations by Registrant86
Sempra86
SDG&E95
SoCalGas97
Capital Resources and Liquidity98
Critical Accounting Estimates111
New Accounting Standards112

OVERVIEW

This combined MD&A includes the operational and financial results of the following three Registrants:

  • Sempra is a holding company whose principal businesses are regulated utilities in California and Texas. Our businesses invest in and operate electric and gas utilities and other energy infrastructure that provide energy services to customers.
  • SDG&E is a regulated public utility that provides electric service to San Diego and southern Orange counties and natural gas service to San Diego County.
  • SoCalGas is a regulated public natural gas distribution utility, serving customers throughout most of Southern California and part of central California.

This combined MD&A should be read in conjunction with the Condensed Consolidated Financial Statements and the Notes thereto in this report, and the Consolidated Financial Statements and the Notes thereto, “Part I – Item 1A. Risk Factors” and “Part II – Item 7. MD&A” in the Annual Report.

Sempra has the following three reportable segments, which reflect how the CODM oversees operational and financial performance:

  • Sempra California
  • Sempra Texas Utilities
  • Sempra Infrastructure

SDG&E and SoCalGas each have one reportable segment.

RESULTS OF OPERATIONS BY REGISTRANT

Throughout this MD&A, our references to earnings represent earnings attributable to common shares. Variance amounts presented are the after-tax earnings impact (based on applicable statutory tax rates unless otherwise noted) and after NCI but before foreign currency and inflation effects, where applicable.

We discuss herein Sempra’s results of operations and significant changes in earnings, revenues and costs by segment, as well as Parent and other, in the three months ended March 31, 2026 compared to the same period in 2025. We also discuss herein the impact of foreign currency and inflation rates on Sempra’s results of operations.

RESULTS OF OPERATIONS

RESULTS OF OPERATIONS

(Dollars and shares in millions, except per share amounts)

EARNINGS (LOSSES) BY SEGMENT

Dollars in millions

View SEC source
Line itemThree months ended March 31, 2026Three months ended March 31, 2025
Sempra:
Sempra California$720$724
Sempra Texas Utilities171146
Sempra Infrastructure262146
Segment earnings attributable to common shares1,1531,016
Parent and other(116)(110)
Earnings attributable to common shares$1,037$906

Sempra California

Sempra California’s earnings are comprised of SDG&E and SoCalGas. Because changes in SDG&E’s and SoCalGas’ cost of natural gas and/or electricity are recovered in rates, changes in these costs are offset in the changes in revenues and therefore do not impact earnings, other than potential impacts related to the GCIM for SoCalGas that we describe below. In addition to the changes in cost or market prices, natural gas or electric revenues recorded during a period are impacted by the difference between customer billings and recorded or CPUC-authorized amounts. 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 in this report and in Note 4 of the Notes to Consolidated Financial Statements in the Annual Report.

In the three months ended March 31, 2026 compared to the same period in 2025, the decrease in earnings of $4 million (1%) was primarily due to:

  • $34 million lower income tax benefits primarily from flow-through items
  • $14 million higher net interest expense

Offset by:

  • $38 million higher CPUC base operating margin, net of operating expenses, including $43 million recognition of regulatory revenue reflecting returns on approved WMP capital projects resulting from the 2024 GRC Track 2 FD
  • $6 million regulatory award approved by the CPUC in 2026

Sempra Texas Utilities

In the three months ended March 31, 2026 compared to the same period in 2025, the increase in earnings of $25 million (17%) was primarily due to higher equity earnings from Oncor Holdings driven by:

  • overall higher revenues primarily attributable to:
    • the establishment of the UTM in June 2025 and the SRP
    • rate updates to reflect increases in invested capital
    • customer growth

Offset by:

  • lower customer consumption primarily attributable to weather

Offset by:

  • higher interest expense and depreciation expense associated with increases in invested capital
  • higher O&M

Sempra Infrastructure

In the three months ended March 31, 2026 compared to the same period in 2025, the increase in earnings of $116 million was primarily due to:

  • $58 million from asset and supply optimization driven by unrealized gains on commodity derivatives in 2026 compared to unrealized losses on commodity derivatives in 2025 due to changes in natural gas prices and higher optimization of transport and storage contracts
  • $36 million lower depreciation expense as a result of classifying SI Partners and Ecogas as held for sale in September 2025 and June 2025, respectively
  • $35 million net income tax benefit in 2026 as a result of classifying SI Partners and Ecogas as held for sale, comprised of the following:
    • $33 million net income tax benefit to adjust deferred income tax liabilities primarily related to outside basis differences in our investment in SI Partners
    • $2 million income tax benefit to adjust a Mexican deferred income tax liability on our outside basis difference in Ecogas
  • $12 million favorable impact from foreign currency and inflation effects on our monetary positions in Mexico and associated undesignated derivatives, comprised of a $19 million favorable impact in 2026 compared to a $7 million favorable impact in 2025

Offset by:

  • $11 million higher O&M from changes in provisions for expected credit losses
  • $9 million from revenues in 2025 driven by a contract modification in December 2024 on an LNG storage and regasification agreement that ended in December 2025

Parent and Other

In the three months ended March 31, 2026 compared to the same period in 2025, the increase in losses of $6 million (5%) was primarily due to:

  • $17 million higher net interest expense
  • $14 million unfavorable impact from $4 million net investment losses in 2026 compared to $10 million net investment gains in 2025 on dedicated assets in support of our employee nonqualified benefit plan and deferred compensation plan

Offset by:

  • $11 million preferred dividends in 2025 prior to the redemption of series C preferred stock

SIGNIFICANT CHANGES IN REVENUES AND COSTS

The regulatory framework permits SDG&E and SoCalGas to recover certain program expenditures and other costs authorized by the CPUC (referred to as “refundable programs”), which may be subject to reviews for reasonableness.

Utilities: Natural Gas Revenues and Cost of Natural Gas

Our utilities revenues include natural gas revenues at Sempra California and Sempra Infrastructure, which includes Ecogas. Intercompany revenues are eliminated in Sempra’s Condensed Consolidated Statements of Operations.

SDG&E and SoCalGas operate under a regulatory framework that permits the cost of natural gas purchased for core customers to be passed through to customers in rates substantially as incurred and without markup. The GCIM provides for SoCalGas 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 SoCalGas and its core customers. We provide further discussion in Note 3 of the Notes to Consolidated Financial Statements in the Annual Report.

UTILITIES: NATURAL GAS REVENUES AND COST OF NATURAL GAS(Dollars in millions)Three months ended March 31, 20262025
Sempra:
Natural gas revenues:
Sempra California$2,006$2,341
Sempra Infrastructure2726
Segment totals2,0332,367
Eliminations and adjustments(8)(5)
Total$2,025$2,362
Cost of natural gas(1):
Sempra California$330$485
Sempra Infrastructure711
Segment totals337496
Eliminations and adjustments(2)(3)
Total$335$493

(1) Excludes depreciation and amortization, which are presented separately on Sempra’s Condensed Consolidated Statements of Operations.

In the three months ended March 31, 2026 compared to the same period in 2025, Sempra’s natural gas revenues decreased by $337 million (14%) driven by Sempra California, which included:

  • $164 million lower regulatory revenues associated with refundable programs, which are fully offset in O&M
  • $155 million decrease in cost of natural gas sold, which we discuss below
  • $29 million lower regulatory revenues associated with the acceleration of self-developed software deductions, which are offset in income tax expense
  • $9 million lower regulatory revenues primarily from higher gas repairs tax benefits

Offset by:

  • $37 million higher CPUC-authorized base revenues
  • $8 million regulatory award approved by the CPUC in 2026

In the three months ended March 31, 2026 compared to the same period in 2025, Sempra’s cost of natural gas decreased by $158 million (32%) driven by Sempra California, which included:

  • $95 million lower volumes driven by weather
  • $60 million lower average natural gas prices

Utilities: Electric Revenues and Cost of Electric Fuel and Purchased Power

Our utilities revenues include electric revenues at Sempra California, substantially all of which are at SDG&E. Intercompany revenues are eliminated in Sempra’s Condensed Consolidated Statements of Operations.

SDG&E operates under a regulatory framework that permits it 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.

Utility cost of electric fuel and purchased power includes utility-owned generation, power purchased from third parties, and net power purchases and sales to/from the California ISO.

UTILITIES: ELECTRIC REVENUES AND COST OF ELECTRIC FUEL AND PURCHASED POWER(Dollars in millions)Three months ended March 31, 20262025
Sempra:
Electric revenues:
Sempra California$1,225$1,060
Eliminations and adjustments(1)(1)
Total$1,224$1,059
Cost of electric fuel and purchased power(1):
Sempra California$94$73
Eliminations and adjustments(13)(21)
Total$81$52

(1) Excludes depreciation and amortization, which are presented separately on Sempra’s Condensed Consolidated Statements of Operations.

In the three months ended March 31, 2026 compared to the same period in 2025, Sempra’s electric revenues increased by $165 million (16%) driven by Sempra California, which included:

  • $99 million higher revenues from incremental and balanced capital projects, including $59 million recognition of regulatory revenue reflecting returns on approved WMP capital projects resulting from the 2024 GRC Track 2 FD
  • $33 million higher regulatory revenues from lower ITCs from standalone energy storage projects, which are offset in income tax expense
  • $21 million increase in cost of electric fuel and purchased power, which we discuss below
  • $14 million higher revenues from transmission operations
  • $9 million higher regulatory revenues associated with refundable programs, which are fully offset in O&M

In the three months ended March 31, 2026 compared to the same period in 2025, Sempra’s cost of electric fuel and purchased power increased by $29 million driven by Sempra California, which included:

  • $42 million lower sales to the California ISO due to lower market prices
  • $5 million higher purchased power primarily due to tolling agreements offset by lower utility-owned generation costs

Offset by:

  • $26 million lower purchased power from the California ISO due to lower market prices

Energy-Related Businesses: Revenues and Cost of Sales

ENERGY-RELATED BUSINESSES: REVENUES AND COST OF SALES(Dollars in millions)Three months ended March 31, 20262025
Sempra:
Revenues:
Sempra Infrastructure$416$400
Parent and other(1)(10)(19)
Total$406$381
Cost of sales(2):
Sempra Infrastructure$76$119

(1) Includes eliminations of intercompany activity.

(2) Excludes depreciation and amortization, which are presented separately on Sempra’s Condensed Consolidated Statements of Operations.

In the three months ended March 31, 2026 compared to the same period in 2025, Sempra’s revenues from energy-related businesses increased by $25 million (7%) primarily due to:

  • $36 million from asset and supply optimization from contracts to sell natural gas and LNG to third parties, including:
    • $80 million from $13 million unrealized gains in 2026 compared to $67 million unrealized losses in 2025 on commodity derivatives

Offset by:

  • $41 million driven by lower natural gas prices associated with optimization of transport and storage contracts

Offset by:

  • $19 million revenues in 2025 driven by a contract modification in December 2024 on an LNG storage and regasification agreement that ended in December 2025

In the three months ended March 31, 2026 compared to the same period in 2025, Sempra’s cost of sales from energy-related businesses decreased by $43 million (36%) primarily due to:

  • $60 million driven by lower natural gas purchases related to asset and supply optimization

Offset by:

  • $22 million unrealized losses in 2026 on commodity derivatives related to the PA LNG Phase 1 project

Operation and Maintenance

OPERATION AND MAINTENANCE(Dollars in millions)Three months ended March 31, 20262025
Sempra:
Sempra California$1,016$1,175
Sempra Texas Utilities22
Sempra Infrastructure221174
Segment totals1,2391,351
Parent and other(1)3(8)
Total$1,242$1,343

(1) Includes eliminations of intercompany activity.

In the three months ended March 31, 2026 compared to the same period in 2025, Sempra’s O&M decreased by $101 million (8%) due to:

  • $159 million decrease at Sempra California primarily due to $155 million lower expenses associated with refundable programs, which costs are recovered in revenue

Offset by:

  • $47 million increase at Sempra Infrastructure due to:
    • $22 million from changes in provisions for expected credit losses
    • $18 million higher purchased services and maintenance expenses
    • $17 million higher development costs and certain non-capitalized expenses from projects under construction

Offset by:

  • $14 million related to 2025 expected credit losses on a credit support agreement with a third-party financial institution and associated transaction fees
  • $11 million increase at Parent and other due to a $16 million change in deferred compensation from $7 million expense in 2026 compared to $9 million benefit in 2025

Depreciation and Amortization

In the three months ended March 31, 2026 compared to the same period in 2025, Sempra’s depreciation and amortization decreased by $19 million (3%) to $621 million primarily due to:

  • $73 million lower at Sempra Infrastructure as a result of classifying SI Partners and Ecogas as held for sale in September 2025 and June 2025, respectively

Offset by:

  • $55 million higher at Sempra California due to higher utility plant rate base

Other Income, Net

In the three months ended March 31, 2026 compared to the same period in 2025, Sempra’s other income, net, increased by $9 million (10%) to $100 million primarily due to:

  • $6 million higher non-service components of net periodic benefit cost at Sempra California
  • $4 million higher net gains from impacts associated with foreign exchange instruments and foreign currency transactions at Sempra Infrastructure, including:
    • $9 million gains in 2026 on foreign currency derivatives as a result of fluctuation of the Mexican peso

Offset by:

  • $5 million from a $1 million loss in 2026 compared to $4 million gains in 2025 driven by foreign currency transactional effects

Interest Expense

In the three months ended March 31, 2026 compared to the same period in 2025, Sempra’s interest expense decreased by $51 million (12%) to $382 million due to:

  • $87 million at Sempra Infrastructure from:
    • $74 million favorable impact in interest expense from interest rate swaps related to the PA LNG Phase 1 project comprised of:
  • $84 million realized gains in 2026 from the termination of interest rate swaps, net of transaction costs

Offset by:

  • $10 million higher unrealized losses

Offset by:

  • $19 million at Sempra California from higher debt balances from debt issuances
  • $17 million at Parent and other from higher debt balances from debt issuances and higher borrowings on commercial paper offset by higher capitalization of interest expense in 2026 from projects under construction at Sempra Infrastructure

Income Taxes

INCOME TAX EXPENSE (BENEFIT) AND EFFECTIVE INCOME TAX RATES(Dollars in millions)Three months ended March 31, 20262025
Sempra:
Income tax expense$65$57
Income before income taxes and equity earnings$848$651
Equity earnings, before income tax(1)148141
Pretax income$996$792
Effective income tax rate7%7%

(1) We discuss how we recognize equity earnings in Note 5 of the Notes to Consolidated Financial Statements in the Annual Report.

We report as part of our pretax results the income or loss attributable to NCI. However, we do not record income taxes for a portion of this income or loss, as some of our entities with NCI are currently treated as partnerships for U.S. income tax purposes, and thus we are only liable for income taxes on the portion of the earnings that are allocated to us. Our pretax income, however, includes 100% of these entities. If our entities with NCI grow, and if we continue to invest in such entities, the impact on our ETR may become more significant.

In the three months ended March 31, 2026 compared to the same period in 2025, Sempra’s income tax expense increased by $8 million (14%) primarily due to:

  • higher pretax income
  • lower income tax benefit from lower ITCs from standalone energy storage projects

Offset by:

  • $36 million net income tax benefit in 2026 as a result of classifying SI Partners and Ecogas as held for sale, comprised of the following:
    • $33 million net income tax benefit to adjust deferred income tax liabilities primarily related to outside basis differences in our investment in SI Partners
    • $3 million income tax benefit to adjust a Mexican deferred tax liability on our outside basis difference in Ecogas
  • $21 million higher income tax benefit attributable to NCI’s share of higher U.S. partnership’s pretax income
  • $8 million from $18 million income tax benefit in 2026 compared to $10 million income tax benefit in 2025 from foreign currency and inflation effects on our monetary positions in Mexico and associated undesignated derivatives
  • higher income tax benefits from flow-through items

We discuss the impact of foreign currency 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 in this report 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.

Equity Earnings

In the three months ended March 31, 2026 compared to the same period in 2025, Sempra’s equity earnings increased by $42 million (13%) to $367 million primarily due to:

  • $25 million at Oncor Holdings driven by:
    • overall higher revenues primarily attributable to:
  • the establishment of the UTM in June 2025 and the SRP
  • rate updates to reflect increases in invested capital
  • customer growth

Offset by:

  • lower customer consumption primarily attributable to weather

Offset by:

  • higher interest expense and depreciation expense associated with increases in invested capital
    • higher O&M
  • $7 million at Cameron LNG JV primarily from lower interest expense and higher maintenance revenues
  • $7 million at IMG due to lower income tax expense primarily from foreign currency and inflation effects

Earnings Attributable to Noncontrolling Interests

In the three months ended March 31, 2026 compared to the same period in 2025, Sempra’s earnings attributable to NCI increased by $105 million to $107 million primarily due to an increase in SI Partners subsidiaries’ net income driven by a favorable impact in interest expense from the termination of interest rate swaps in 2026 related to the PA LNG Phase 1 project and lower depreciation expense as a result of classifying SI Partners and Ecogas as held for sale in September 2025 and June 2025, respectively.

IMPACT OF FOREIGN CURRENCY AND INFLATION RATES ON RESULTS OF OPERATIONS

Because Ecogas, our natural gas distribution utility in Mexico, uses the Mexican peso as its functional currency, its revenues and expenses are translated into U.S. dollars at average exchange rates for the period when included in Sempra’s results of operations. Year‑over‑year differences in average exchange rates used to translate Ecogas’ income statement activity can therefore create variances in our comparative results of operations. In the three months ended March 31, 2026 compared to the same period in 2025, the impact of changes in average foreign currency translation rates on our earnings was $1 million.

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 “Part II – Item 7. MD&A – Impact of Foreign Currency and Inflation Rates on Results of Operations” in the Annual Report.

The impact from fluctuations in foreign currency exchange rates and Mexican inflation on our results of operations is summarized in the following table.

TRANSACTIONAL GAINS (LOSSES) FROM FOREIGN CURRENCY AND INFLATION EFFECTS

Dollars in millions

View SEC source
Line itemTotal reported amountsThree months ended March 31, 2026Total reported amountsThree months ended March 31, 2025Transactional gains (losses) included in reported amountsThree months ended March 31, 2026Transactional gains (losses) included in reported amountsThree months ended March 31, 2025
Sempra:
Other income, net$100$91$8$4
Income tax expense(65)(57)1810
Equity earnings3673253(2)
Net income1,1509192912
Earnings attributable to noncontrolling interests(107)(2)(10)(4)
Earnings attributable to common shares1,037906198

At March 31, 2026, SI Partners, which holds our foreign operations, is classified as held for sale. Upon completion of the sale, which we expect to occur in the second or third quarter of 2026, we will deconsolidate SI Partners and account for our remaining 25% interest under the equity method, which we expect will reduce volatility in our results of operations associated with foreign currency exchange rate fluctuations and Mexican inflation.

We discuss herein SDG&E’s results of operations and significant changes in earnings, revenues and costs in the three months ended March 31, 2026 compared to the same period in 2025.

RESULTS OF OPERATIONS

RESULTS OF OPERATIONS

(Dollars in millions)

In the three months ended March 31, 2026 compared to the same period in 2025, the increase in earnings of $15 million (5%) was primarily due to:

  • $32 million higher CPUC base operating margin, net of operating expenses, including $43 million recognition of regulatory revenue reflecting returns on approved WMP capital projects resulting from the 2024 GRC Track 2 FD

Offset by:

  • $9 million higher net interest expense
  • $8 million lower income tax benefits primarily from flow-through items

SIGNIFICANT CHANGES IN REVENUES AND COSTS

Electric Revenues and Cost of Electric Fuel and Purchased Power

In the three months ended March 31, 2026 compared to the same period in 2025, SDG&E’s electric revenues increased by $164 million (15%) to $1.2 billion primarily due to:

  • $99 million higher revenues from incremental and balanced capital projects, including $59 million recognition of regulatory revenue reflecting returns on approved WMP capital projects resulting from the 2024 GRC Track 2 FD
  • $33 million higher regulatory revenues from lower ITCs from standalone energy storage projects, which are offset in income tax expense
  • $21 million increase in cost of electric fuel and purchased power, which we discuss below
  • $14 million higher revenues from transmission operations
  • $9 million higher regulatory revenues associated with refundable programs, which are fully offset in O&M

In the three months ended March 31, 2026 compared to the same period in 2025, SDG&E’s cost of electric fuel and purchased power increased by $21 million (29%) to $94 million primarily due to:

  • $42 million lower sales to the California ISO due to lower market prices
  • $5 million higher purchased power primarily due to tolling agreements offset by lower utility-owned generation costs

Offset by:

  • $26 million lower purchased power from the California ISO due to lower market prices

Natural Gas Revenues and Cost of Natural Gas

In the three months ended March 31, 2026 and 2025, SDG&E’s average cost of natural gas per thousand cubic feet was $7.59 and $5.69, respectively. The average cost of natural gas sold at SDG&E is impacted by market prices, as well as transportation, tariff and other charges.

In the three months ended March 31, 2026 compared to the same period in 2025, SDG&E’s natural gas revenues decreased by $37 million (10%) to $319 million primarily due to:

  • $27 million lower regulatory revenues associated with refundable programs, which are fully offset in O&M
  • $12 million lower revenues from incremental and balanced capital projects

In the three months ended March 31, 2026 compared to the same period in 2025, SDG&E’s cost of natural gas increased by $3 million (3%) to $90 million due to:

  • $23 million higher average natural gas prices

Offset by:

  • $20 million lower volumes driven by weather

Operation and Maintenance

In the three months ended March 31, 2026 compared to the same period in 2025, SDG&E’s O&M decreased by $17 million (4%) to $423 million primarily due to $18 million lower expenses associated with refundable programs, which costs are recovered in revenue.

Income Taxes

INCOME TAX EXPENSE (BENEFIT) AND EFFECTIVE INCOME TAX RATES(Dollars in millions)Three months ended March 31, 20262025
SDG&E:
Income tax expense$69$14
Income before income taxes$365$295
Effective income tax rate19%5%

In the three months ended March 31, 2026 compared to the same period in 2025, SDG&E’s income tax expense increased by $55 million primarily due to:

  • lower income tax benefit from lower ITCs from standalone energy storage projects
  • higher pretax income
  • lower income tax benefits from flow-through items

We discuss herein SoCalGas’ results of operations and significant changes in earnings, revenues and costs in the three months ended March 31, 2026 compared to the same period in 2025.

RESULTS OF OPERATIONS

RESULTS OF OPERATIONS

(Dollars in millions)

In the three months ended March 31, 2026 compared to the same period in 2025, the decrease in earnings of $19 million (4%) was primarily due to:

  • $26 million lower income tax benefits primarily from flow-through items
  • $5 million higher net interest expense

Offset by:

  • $6 million higher CPUC base operating margin, net of operating expenses
  • $6 million regulatory award approved by the CPUC in 2026

SIGNIFICANT CHANGES IN REVENUES AND COSTS

Natural Gas Revenues and Cost of Natural Gas

In the three months ended March 31, 2026 and 2025, SoCalGas’ average cost of natural gas per thousand cubic feet was $3.18 and $4.23, respectively. The average cost of natural gas sold at SoCalGas is impacted by market prices, as well as transportation and other charges.

In the three months ended March 31, 2026 compared to the same period in 2025, SoCalGas’ natural gas revenues decreased by $292 million (14%) to $1.7 billion primarily due to:

  • $159 million decrease in cost of natural gas sold, which we discuss below
  • $137 million lower regulatory revenues associated with refundable programs, which are fully offset in O&M
  • $28 million lower regulatory revenues associated with the acceleration of self-developed software deductions, which are offset in income tax expense
  • $16 million lower regulatory revenues primarily from higher gas repairs tax benefits

Offset by:

  • $36 million higher CPUC-authorized base revenues
  • $10 million higher revenues from incremental and balanced capital projects
  • $8 million regulatory award approved by the CPUC in 2026

In the three months ended March 31, 2026 compared to the same period in 2025, SoCalGas’ cost of natural gas decreased by $159 million (38%) to $256 million due to:

  • $84 million lower average natural gas prices
  • $75 million lower volumes driven by weather

Operation and Maintenance

In the three months ended March 31, 2026 compared to the same period in 2025, SoCalGas’ O&M decreased by $136 million (18%) to $621 million primarily due to $137 million lower expenses associated with refundable programs, which costs are recovered in revenue.

Income Taxes

INCOME TAX EXPENSE (BENEFIT) AND EFFECTIVE INCOME TAX RATES(Dollars in millions)Three months ended March 31, 20262025
SoCalGas:
Income tax expense$20$38
Income before income taxes$444$481
Effective income tax rate5%8%

In the three months ended March 31, 2026 compared to the same period in 2025, SoCalGas’ income tax expense decreased by $18 million (47%) primarily due to higher income tax benefits from flow-through items.

CAPITAL RESOURCES AND LIQUIDITY

OVERVIEW

Sempra

Capital Recycling Program

We regularly review our portfolio of assets with a view toward allocating capital to the businesses we believe can further enhance shareholder value. In September 2025, we entered into an agreement to sell a 45% equity interest in SI Partners to the KKR Partners for $9.99 billion, subject to adjustments. In December 2025, we entered into an agreement to sell Ecogas for 9.0 billion Mexican pesos (approximately $500 million U.S. dollar-equivalent at March 31, 2026), subject to adjustments. We expect to complete the sales in the second or third quarter of 2026, subject to closing conditions. We discuss these sales further in Note 6 of the Notes to Condensed Consolidated Financial Statements and below in “Sempra Infrastructure.”

Liquidity

We expect to meet our cash requirements primarily through:

  • cash flows from operations
  • unrestricted cash and cash equivalents
  • borrowings under or supported by our credit facilities
  • other incurrences of debt which may include issuing debt securities and obtaining term loans
  • selling assets or equity interests in our subsidiaries or development projects, including the planned sale of a portion of our equity interest in SI Partners
  • issuing equity securities under our ATM program or other offerings
  • funding from NCI owners or CRNCI owners

We believe that these cash flow sources, combined with available funds, will be adequate to fund our operations in both the short-term and long-term, including to:

  • finance capital expenditures
  • repay debt
  • fund dividends
  • fund contractual and other obligations and otherwise meet liquidity requirements
  • fund capital contributions
  • fund new business or asset acquisitions

Sempra, SDG&E and SoCalGas currently have reasonable access to the money markets and capital markets and are not currently constrained in their ability to borrow or otherwise raise money at market rates from commercial banks, under existing revolving credit facilities, through public offerings of debt or equity securities (including under our ATM program or other offerings), or through private placements of debt supported by our revolving credit facilities in the case of commercial paper. However, our ability to access these markets or obtain credit from commercial banks outside of our committed revolving credit facilities could become materially constrained if economic conditions worsen or disruptions to or volatility in these markets increase. In addition, our financing activities, actions by credit rating agencies and prevailing interest rates, as well as many other factors, could negatively affect the availability and cost of both short-term and long-term debt and equity financing. Also, cash flows from operations may be impacted by the timing and outcomes of regulatory proceedings, commencement and completion of, and potential cost overruns for, large projects and other material events. If cash flows from operations were to be significantly reduced or we were unable to borrow or obtain other financing under acceptable terms, we would likely first reduce or postpone discretionary capital expenditures (not related to safety or reliability) 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 goal to maintain our investment-grade credit ratings.

ATM Program and Forward Sales Agreements

In November 2024, we established an ATM program providing for the offer and sale of shares of Sempra common stock having an aggregate gross sales price of up to $3.0 billion through agents acting as our sales agents or as forward sellers or directly to the agents as principals. The shares may be offered and sold in amounts and at times to be determined by us from time to time.

We have entered into two forward sale agreements for the sale of shares of Sempra common stock under the ATM program that remain subject to future settlement. The shares offered pursuant to the forward sale agreements were borrowed by the applicable forward purchaser and therefore were not newly issued shares. We did not initially receive any proceeds from the sale of shares pursuant to the forward sale agreements. These forward sale agreements may be settled on one or more dates specified by us occurring no later than the final settlement date under the applicable agreement. Although we may 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 applicable forward purchaser upon the occurrence of certain events. The principal terms of these forward sale agreements at March 31, 2026 are as follows:

FORWARD SALE AGREEMENTS UNDER THE ATM PROGRAM THAT REMAIN SUBJECT TO FUTURE SETTLEMENT

Dollars in millions, except per share amounts

View SEC source
Date of agreementNumber of shares subject to agreementNumber of shares that remain to be settledInitial forward price per shareExpected net proceeds(1)Forward purchaserSales commissionsFinal settlement date
November 18, 20242,909,2742,909,274$92.1546$268Bank of America, N.A.$2.4June 30, 2026(2)
February 26, 20252,087,3172,087,317$70.6593$147Wells Fargo Bank, N.A.$1.3March 31, 2027

(1) Expected net proceeds assumes full physical settlement, is net of sales commission but does not deduct other equity issuance costs, and is subject to certain adjustments pursuant to the applicable forward sale agreement.

(2) On April 7, 2026, the forward sale agreement was amended to extend the final settlement date to December 31, 2027.

At March 31, 2026, approximately $2.6 billion of common stock remains available for sale under the ATM program. We provide additional information about these forward sale agreements in Note 13 of the Notes to Consolidated Financial Statements in the Annual Report.

We further discuss these activities, including the intended use of proceeds and effect on diluted EPS, in Note 11 of the Notes to Condensed Consolidated Financial Statements.

Available Funds

Our committed lines of credit provide liquidity and support commercial paper. Sempra, SDG&E and SoCalGas each have a committed line of credit expiring in 2030. Sempra Infrastructure has five committed lines of credit expiring on various dates from 2026 through 2030 and an uncommitted line of credit expiring in 2026, which are included in the held for sale disposal group but remain legally accessible and are sources of available credit to Sempra Infrastructure until the planned sale of a portion of our equity interest in SI Partners closes.

AVAILABLE FUNDS AT MARCH 31, 2026 · Dollars in millions

View SEC source
Line itemSempraSDG&ESo Cal Gas
Unrestricted cash and cash equivalents(1)$970$747$1
Available unused credit(2)8,0331,5001,101

(1) Sempra includes $154 held in foreign jurisdictions, which is included in the $176 that is classified as Assets Held for Sale in the Sempra Condensed Consolidated Balance Sheet. We discuss repatriation in Note 8 of the Notes to Consolidated Financial Statements in the Annual Report.

(2) Available unused credit is the total available on committed and uncommitted lines of credit that we discuss in Note 7 of the Notes to Condensed Consolidated Financial Statements. Because our commercial paper programs are supported by these lines, we reflect the amount of commercial paper outstanding and any letters of credit outstanding as a reduction to the available unused credit.

Short-Term Borrowings

We use short-term debt primarily to meet liquidity requirements, fund shareholder dividends, and temporarily finance capital expenditures or acquisitions. SDG&E and SoCalGas use short-term debt primarily to meet working capital needs or to help fund event-specific costs. Commercial paper and lines of credit were our primary sources of short-term debt funding in the first three months of 2026.

We discuss our short-term debt activities in Note 7 of the Notes to Condensed Consolidated Financial Statements and below in “Sources and Uses of Cash.”

Long-Term Debt Activities

Significant issuances of long-term debt in the first three months of 2026 included the following:

LONG-TERM DEBT ISSUANCES

Dollars in millions

View SEC source
Issuances:Amount at issuanceMaturity
Sempra 5.25% notes$8002036
SDG&E 5.20% first mortgage bonds6252036
SDG&E 5.95% first mortgage bonds4752056
Sempra Infrastructure variable rate notes (ECA LNG Phase 1 project)452027
Sempra Infrastructure variable rate term loan (PA LNG Phase 1 project)6702030

We discuss our long-term debt activities, including the use of proceeds on long-term debt issuances, in Note 7 of the Notes to Condensed Consolidated Financial Statements.

Credit Ratings

We provide additional information about the credit ratings of Sempra, SDG&E and SoCalGas in “Part I – Item 1A. Risk Factors” and “Part II – Item 2. MD&A – Capital Resources and Liquidity” in the Annual Report.

The credit ratings of Sempra, SDG&E and SoCalGas remained at investment grade levels in the first three months of 2026.

ISSUER CREDIT RATINGS AT MARCH 31, 2026

Sempra SDG&E SoCalGas

Moody’s Baa2 with a negative outlook A3 with a stable outlook A2 with a stable outlook(1)

S&P BBB+ with a negative outlook BBB+ with a stable outlook A- with a stable outlook

Fitch BBB+ with a stable outlook BBB+ with a stable outlook A with a stable outlook

(1) Reflects the senior unsecured rating, as no issuer credit rating is available.

A downgrade of Sempra’s or any of its subsidiaries’ credit ratings or rating outlooks may, depending on the severity, result in the imposition of new financial or other burdensome covenants or 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, SDG&E, SoCalGas and Sempra’s other subsidiaries to issue debt or equity securities, to borrow under credit facilities and to raise certain other types of financing. We provide additional information about our credit ratings at Sempra, SDG&E and SoCalGas in “Part I – Item 1A. Risk Factors” in the Annual Report.

Sempra 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 March 31, 2026.

Sempra California

SDG&E’s and SoCalGas’ operations have historically provided relatively stable earnings and liquidity. Their future performance and liquidity will depend primarily on the ratemaking and regulatory process, environmental regulations, economic conditions, actions by legislatures, litigation and the changing energy marketplace, as well as other matters described in this report and the Annual Report. SDG&E and SoCalGas expect that the available unused funds from their credit facilities described above, which also supports their commercial paper programs, cash flows from operations, and other incurrences of debt including issuing debt securities and obtaining term loans will continue to be adequate to fund their respective current operations and planned capital expenditures. SDG&E and SoCalGas manage their capital structures and pay dividends as approved by their respective boards of directors.

SDG&E and SoCalGas have regulatory mechanisms to recover credit losses and thus record changes in the allowances for credit losses related to accounts receivable that are probable of recovery in regulatory accounts. Although SDG&E and SoCalGas have regulatory mechanisms to recover credit losses, any delay in payments by customers impacts the timing of their respective cash flows.

As we discuss in Note 4 of the Notes to Condensed Consolidated Financial Statements, changes in regulatory balancing accounts for significant costs at SDG&E and SoCalGas, particularly a change between over and undercollected status, 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 or refunded in rates through billings to customers.

CPUC GRC

In December 2025, SDG&E and SoCalGas filed a petition for modification of the 2024 GRC, seeking to modify the post-test year mechanism for capital related costs. The petition for modification seeks increases of $55 million, $87 million and $79 million to the approved revenue requirements for SDG&E for 2025, 2026 and 2027, respectively, and increases of $86 million, $122 million and $109 million to the approved revenue requirements for SoCalGas for 2025, 2026 and 2027, respectively. There is no established timeline for the CPUC to act on this filing.

Existing and Anticipated Requests for Recovery of Specified Safety, Maintenance and Reliability Investments. The GRC provides SDG&E and SoCalGas with numerous mechanisms to seek cost recovery of specified projects and programs. We expect that the requests for cost recovery of these projects and programs, which remain subject to CPUC approval, may result in additional amounts of authorized revenue requirement. These projects and programs include (i) the Track 3 request that we describe below, (ii) the ability to file advice letters to implement the revenue requirements associated with the costs of SDG&E’s Moreno compressor station project and SoCalGas’ Honor Rancho compressor station and customer information system replacement projects, which projects were all approved by the CPUC subject to applicable cost caps, and (iii) the opportunity to file separate applications for cost recovery of mobile home park and gas integrity management programs at both SDG&E and SoCalGas, advanced metering infrastructure replacements at SDG&E, and other projects and programs.

2024 GRC Track 3. In April 2025, SDG&E and SoCalGas each submitted additional requests to the CPUC in the 2024 GRC, known as Track 3 requests. SDG&E submitted a request seeking review and recovery of its WMP costs incurred in 2023 that were in addition to the amounts authorized in the 2019 GRC and not addressed in the 2024 GRC. In March 2026 and amended in April 2026, SDG&E provided supplemental testimony in its Track 3 request for drone inspection and repair program costs that were disallowed in its Track 2 request. The supplemental testimony seeks review and recovery of $522 million of direct WMP and drone inspection and repair program costs. SDG&E expects to receive a PD for its Track 3 request related to its WMP costs in the second half of 2026. Additionally, SDG&E and SoCalGas submitted a combined request seeking review and recovery of $240 million of PSEP costs incurred from 2014 through 2019 and $499 million of PSEP costs incurred from 2015 through 2020. SDG&E and SoCalGas expect to receive an FD for their Track 3 requests related to their PSEP costs in the second half of 2026.

Revenue requirements associated with the Track 3 requests have been recorded in regulatory accounts and any disallowances resulting from Track 3 would be recorded as an expense on the Sempra, SDG&E and SoCalGas Condensed Consolidated Statements of Operations. SDG&E and SoCalGas are authorized interim rate recovery of up to 50% of the recorded PSEP regulatory account balance at the end of each year. Such interim rate recovery is subject to refund, contingent on the reasonableness review decision for their Track 3 requests.

SDG&E

Wildfire Fund and Continuation Account

The 2019 Wildfire Legislation established the Wildfire Fund and the 2025 Wildfire Legislation established the Continuation Account (collectively, the Wildfire Legislation), which offer liquidity to reimburse wildfire-related claims incurred by participating California electric IOUs in excess of $1 billion, subject to the coverage of each fund. The Wildfire Fund and the Continuation Account, if it becomes operative, could be materially reduced, exhausted, or terminated due to claims by SDG&E or other participating IOUs related to fires caused by utility conduct or operations, or SDG&E could fail to maintain a valid annual safety certification from the OEIS or meet other requirements, any of which could result in SDG&E losing eligibility for the Wildfire Legislation’s liability cap and the other protections afforded by these funds. As a result, a fire resulting from the conduct or operations of any participating California electric IOU could have a material adverse effect on Sempra’s and SDG&E’s results of operations, financial condition, cash flows and/or prospects, with potentially material additional exposure if SDG&E’s conduct or operations is determined to be a cause of a fire and SDG&E is found to have acted imprudently.

We further describe the 2019 Wildfire Legislation and SDG&E’s commitment to make annual shareholder contributions to the Wildfire Fund through 2028, as well as the 2025 Wildfire Legislation and related Continuation Account, in Note 1 of the Notes to Consolidated Financial Statements in the Annual Report.

2019 Wildfire Legislation. SDG&E is exposed to the risk that the participating California electric IOUs may incur third-party wildfire costs for which they will seek recovery from the Wildfire Fund with respect to wildfires that have occurred since enactment of the 2019 Wildfire Legislation in July 2019. In such a situation, SDG&E may recognize a reduction of its Wildfire Fund asset and record accelerated amortization against earnings when available coverage is reduced due to recoverable claims from any of the participating IOUs. The carrying value of SDG&E’s Wildfire Fund asset totaled $253 million at March 31, 2026.

In April 2026, a participating IOU publicly disclosed that it has received, or expects to receive, approximately $1.27 billion in aggregate reimbursements from the Wildfire Fund for eligible claims related to wildfires that occurred in 2019 and 2021. Also in April 2026, another participating IOU publicly disclosed it has received, or expects to receive, approximately $295 million in aggregate reimbursements from the Wildfire Fund for losses incurred and expected to be incurred in connection with one of the LA Fires, the cause of which remains under investigation and has not been conclusively determined. The administrator of the Wildfire Fund has confirmed that this wildfire qualifies as a “covered wildfire” for purposes of accessing the Wildfire Fund, and the scope of potential damages caused by this fire could materially reduce or exhaust the Wildfire Fund. The participating IOU stated that it is currently unable to reasonably estimate a range of potential losses associated with this event. Accordingly, SDG&E is unable to estimate a range of potential loss resulting from any reduction in available coverage from the Wildfire Fund. In addition to the risks described above, a material reduction, exhaustion or termination of the Wildfire Fund may require SDG&E to recognize a reduction to its Wildfire Fund asset up to its carrying value.

2025 Wildfire Legislation. In September 2025, the 2025 Wildfire Legislation was signed into law to establish, among other things, the Continuation Account, a new state-administered account with up to $18.0 billion of additional liquidity to reimburse catastrophic wildfire-related claims incurred by participating California electric IOUs, including SDG&E, if certain conditions are met.

FERC Rate Matters

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

TO5 Settlement. SDG&E’s authorized TO5 settlement provided for an ROE of 10.60%, consisting of a base ROE of 10.10% plus the California ISO adder. In December 2024, the FERC issued an order, which SDG&E has appealed, finding that SDG&E is not eligible for the California ISO adder and that the TO5 adder refund provision had been triggered, requiring SDG&E to refund customers the California ISO adder retroactively from June 1, 2019.

TO6 Filing. In October 2024, SDG&E submitted its TO6 filing to the FERC and requested it to be effective January 1, 2025. In December 2024, the FERC accepted SDG&E’s TO6 filing, subject to refund; suspended the effective date to June 1, 2025; established hearing and settlement judge procedures; and disallowed the inclusion of the California ISO adder, the last of which SDG&E has appealed. In March 2026, SDG&E filed with the FERC an uncontested offer of settlement in the TO6 proceeding. Among other things, the offer of settlement reflects an increase to SDG&E’s currently authorized base ROE from 10.10% to 10.28%, a hypothetical capital structure with 54% common equity, and does not affect SDG&E’s appeal of the FERC’s disallowance of the inclusion of the California ISO adder. The settlement is pending approval with the FERC and SDG&E expects to receive a decision in the second half of 2026. If approved, the TO6 settlement will be effective retroactively to June 1, 2025 and will remain in effect until terminated by a notice provided in March of any year. Following any such notice, SDG&E would submit a new Transmission Owner Rate filing for rates to go into effect January 1 of the following year.

Off-Balance Sheet Arrangements

SDG&E has entered into PPAs and tolling agreements that are variable interests in unconsolidated entities. We discuss variable interests in Note 1 of the Notes to Condensed Consolidated Financial Statements.

SoCalGas

LA Fires

The LA Fires burned in SoCalGas’ service territory. The California Department of Forestry and Fire Protection estimates that the Palisades and Eaton fires destroyed approximately 16,200 structures and damaged approximately 2,000 structures. Although the majority of SoCalGas’ infrastructure in the fire-affected areas is underground, these fires resulted in service disruptions, response costs and damage to some of SoCalGas’ infrastructure and third-party property. SoCalGas and Sempra are subject to pending litigation with respect to the operation of SoCalGas’ system and damage sustained as a result of the fires, which we discuss in Note 13 of the Notes to Condensed Consolidated Financial Statements. We cannot estimate the timing, costs, other impacts or ultimate outcome of these matters, which are inherently uncertain and subject to a number of risks that we discuss in “Part I – Item 1A. Risk Factors” in the Annual Report.

SoCalGas has mechanisms available for potential recovery of costs associated with declared disasters and related litigation, including through insurance, third parties and customer rates. Failure by SoCalGas to timely recover all or a substantial portion of its costs related to the LA Fires or any conclusion that such recovery is no longer probable could have a material adverse effect on SoCalGas’ and Sempra’s results of operations, financial condition, cash flows and/or prospects.

Sempra Texas Utilities

Oncor relies on external financing as a significant source of liquidity for its capital requirements. In the event that Oncor is unable to meet its capital requirements, access sufficient capital, or raise capital on favorable terms to finance its ongoing needs, we may elect to make additional capital contributions to Oncor (as our commitments to the PUCT prohibit us from making loans to Oncor), which could be substantial and reduce the cash available to us for other purposes, increase our indebtedness and ultimately materially adversely affect our results of operations, financial condition, cash flows and/or prospects. Oncor’s ability to make distributions may be limited by factors such as its credit ratings, regulatory capital requirements, increases in its capital plan, debt-to-equity ratio approved by the PUCT and other restrictions and considerations. In addition, Oncor will not make distributions if a majority of Oncor’s independent directors or any minority member director determines it is in the best interests of Oncor to retain such amounts to meet expected future requirements.

Oncor

2025 Comprehensive Base Rate Review. In June 2025, Oncor filed a request for a comprehensive base rate review with the PUCT and the 210 cities in its service territory that have retained original jurisdiction over rates.

In January 2026, Oncor filed a stipulation in the comprehensive base rate review proceeding requesting PUCT approval of an unopposed, comprehensive settlement among the parties to the proceeding.

On April 17, 2026, the PUCT issued an order in Oncor’s comprehensive base rate review proceeding. The order approves the terms of the settlement and provides for an annual revenue requirement of approximately $6.97 billion, an increase of approximately $560 million, or 8.7%, over Oncor’s adjusted annualized revenues as provided in the rate application. The order also provides for a revised regulatory capital structure ratio of 56.5% debt to 43.5% equity, an authorized ROE of 9.75%, and an authorized cost of debt of 4.94%. This represents an improvement from Oncor’s current authorized regulatory capital structure ratio of 57.5% debt to 42.5% equity, current authorized return on equity of 9.70%, and current authorized cost of debt of 4.39%.

Oncor is permitted to surcharge the difference between the new billing rates and its current rates for the period from January 1, 2026 to June 1, 2026, the effective date of the new rates. The order requires that the surcharge be made through a separate filing and recovered during 2026. Oncor expects to make that filing shortly after the date the new billing rates are effective.

Unified Tracker Mechanism. In June 2025, Texas House Bill 5247 was signed into law and became effective. The bill established the UTM, which allows qualifying electric utilities to apply for a single interim rate update annually through 2035 for cost recovery of certain transmission and distribution capital investments. Since the June 2025 effective date of the bill, Oncor has recognized and expects to continue recognizing revenues and corresponding regulatory assets for recoverable costs related to UTM-eligible transmission and distribution capital investments, including depreciation expense, carrying costs on unrecovered balances and related taxes.

On April 22, 2026, Oncor filed its first annual UTM application with the PUCT seeking to include in rates approximately $4.4 billion of eligible transmission and distribution net capital investment costs incurred from January 1, 2025 to December 31, 2025. The UTM application is subject to PUCT review and approval. Oncor anticipates an order and updated rates in the second half of 2026.

Off-Balance Sheet Arrangement

Our investment in Oncor Holdings is a variable interest in an unconsolidated entity. We discuss variable interests in Note 1 of the Notes to Condensed Consolidated Financial Statements.

Sempra Infrastructure

Sempra Infrastructure expects to fund capital expenditures, investments and operations in part with available funds, including existing credit facilities, and cash flows from operations from the Sempra Infrastructure businesses. We expect Sempra Infrastructure will require additional funding for the development and expansion of its portfolio of projects, which may be financed through a combination of funding from the parent and NCI owners, bank financing, issuances of debt, project financing, partnering in JVs and asset sales.

In the three months ended March 31, 2026 and 2025, Sempra Infrastructure distributed $65 million and $38 million, respectively, to its NCI owners, and NCI owners contributed $41 million and $34 million, respectively, to Sempra Infrastructure.

Sempra Infrastructure is in various stages of development or construction of natural gas liquefaction projects, pipeline and terminal projects, and renewable power generation and sequestration projects, which we describe below. The successful development and/or construction of these projects is subject to numerous risks and uncertainties.

With respect to projects in development, these risks and uncertainties include a variety of factors as applicable depending on the project and many of which are outside our control, including any failure to:

  • secure binding customer commitments
  • identify suitable project and equity partners
  • obtain sufficient financing
  • reach agreement with project partners or other applicable parties to proceed
  • obtain, modify, and/or maintain permits and regulatory approvals, including LNG export applications to non-FTA countries and any applicable approvals in Mexico
  • negotiate, complete and maintain suitable commercial agreements, which may include EPC, tolling, equity acquisition, governance, LNG sales, gas supply and transportation contracts
  • reach a positive FID

With respect to projects under construction, these risks and uncertainties include, in addition to the risks described above as applicable to each project, construction delays, unforeseen design flaws, cost overruns, stakeholder relations issues and other construction-related issues.

An unfavorable outcome with respect to any of these factors could have a material adverse effect on (i) the development and construction of the applicable project, including a potential impairment of all or a substantial portion of the capital costs invested in the project to date, which could be material, and (ii) for any project that has reached a positive FID, Sempra’s results of operations, financial condition, cash flows and/or prospects. For a further discussion of these risks, see “Part I – Item 1A. Risk Factors” in the Annual Report.

The descriptions below discuss several HOAs, MOUs and other non-binding development agreements with respect to Sempra Infrastructure’s various development projects. These arrangements do not commit any party to enter into definitive agreements or otherwise participate in the applicable project, and the ultimate participation by the parties remains subject to negotiation and finalization of definitive agreements, among other factors. The descriptions below also discuss certain financing arrangements for several of Sempra Infrastructure’s projects in development and under construction; we discuss these and other financing arrangements related to these projects in more detail in Note 7 of the Notes to Condensed Consolidated Financial Statements in this report and the Notes to Consolidated Financial Statements in the Annual Report.

With respect to each project described below that has reached a positive FID, long-term definitive offtake agreements have been secured with third parties for the full initial offtake or generation capacity of the applicable project, other than an SPA with SI Partners for a portion of the offtake from the PA LNG Phase 2 project, which SI Partners intends to resell to third parties under offtake arrangements it plans to establish from time to time. We describe these SPAs in “Part I – Item 1. Business” in the Annual Report.

SI Partners

As we discuss in Note 6 of the Notes to Condensed Consolidated Financial Statements, in September 2025, we entered into an agreement to sell a 45% equity interest in SI Partners to the KKR Partners for $9.99 billion, subject to adjustments. We expect this sale to close in the second or third quarter of 2026, subject to certain conditions, including receipt of third-party consents or waivers, including from certain lenders, partners and others; the absence of a material adverse effect on SI Partners; the absence of specific downgrade events under certain financing arrangements; and other customary closing conditions. As a result of satisfying all applicable criteria in September 2025, we classified SI Partners’ assets and liabilities as held for sale and ceased depreciation and amortization.

The agreement provides that, subject to adjustments and the closing date, the purchase price will be paid to Sempra as follows:

  • $4.65 billion in cash at closing;
  • $4.14 billion plus interest compounded quarterly at 7.5% per annum (totaling $4.72 billion with principal and accrued interest unless paid early) due December 31, 2027 under instruments backed by equity commitment letters; and
  • $1.2 billion plus interest compounded quarterly at 8.5% per annum before January 1, 2031 and 10.0% per annum thereafter (totaling $2.29 billion with principal and accrued interest unless paid early) due seven years and 91 days after closing under promissory notes.

The purchase price is subject to adjustments for changes in net debt, net working capital and capital expenditures as of December 31, 2025, among others. The purchase price is subject to further adjustments for certain capital contributions by and distributions to Sempra in 2026 before the closing. In addition, transaction fees of the KKR Partners of $337.5 million will be deducted from the purchase price at the closing and a development credit of $340 million will be payable by Sempra over two years starting in 2026. There may also be post-closing purchase price adjustments based on the performance through 2028 of certain wind power facilities, and adjustments payable by Sempra for capital expenditures related to the ECA LNG Phase 1 project under construction and potential costs associated with third party consents or waivers.

Subject to closing, the KKR Partners will own 65% of SI Partners, Sempra will retain a 25% interest and ADIA will retain a 10% interest. We will then deconsolidate SI Partners and account for our 25% interest in SI Partners under the equity method within the existing Sempra Infrastructure segment. For a description of Sempra’s December 31, 2025 and projected post-sale ownership interest in certain Sempra Infrastructure facilities and projects, see “Part I – Item 1. Business” in the Annual Report.

The rights and obligations of the partners of SI Partners are governed by a limited partnership agreement, which will be amended and restated at closing. This limited partnership agreement contains certain provisions on project funding and distributions that could impact Sempra’s results of operations and cash flows. For instance, the existing limited partnership agreement provides for certain priority distributions to one or more of the minority partners if certain cash flow or rate of return performance levels are not achieved or a specified project that reaches a positive FID does not meet certain other conditions by certain dates. In addition, the post-closing limited partnership agreement provides that Sempra will continue to have substantially similar funding obligations as it has before the sale for cost overruns in the ECA LNG Phase 1 project and the PA LNG Phase 1 project. For more information about the terms of the limited partnership agreement, see “Part I – Item 1. Business” and Note 6 of the Notes to Consolidated Financial Statements in the Annual Report.

LNG

Cameron LNG Phase 2 Project. Cameron LNG JV is developing a proposed expansion project that would add one electric drive liquefaction train with an expected maximum production capacity of approximately 6.75 Mtpa and would increase the production capacity of the existing three trains at the Cameron LNG Phase 1 facility by up to approximately 1 Mtpa through debottlenecking activities. The Cameron LNG JV site can accommodate additional trains beyond the proposed Cameron LNG Phase 2 project.

Cameron LNG JV has received major permits and FTA and non-FTA approvals associated with the potential expansion. In November 2025, we received approval from the FERC to extend the deadline for construction authorization until March 2033. The non-FTA approval for the proposed Cameron LNG Phase 2 project includes, among other things, a May 2026 deadline to commence commercial exports. In April 2026, the DOE extended that deadline to March 2033.

SI Partners and the other Cameron LNG JV members, namely affiliates of TotalEnergies SE, Mitsui & Co., Ltd. and Japan LNG Investment, LLC, have entered into a non-binding HOA for the potential development of the Cameron LNG Phase 2 project. The non-binding HOA provides a commercial framework for the proposed project, including the contemplated allocation to SI Partners of 50.2% of the fourth train production capacity and 25% of the debottlenecking capacity from the project under tolling agreements. The non-binding HOA contemplates the remaining capacity to be allocated equally to the existing Cameron LNG Phase 1 facility customers.

Entergy Louisiana, LLC, a subsidiary of Entergy Corporation, and Cameron LNG JV have an electricity service agreement (and related ancillary agreements) for the supply to Cameron LNG JV of up to 950 MW of power from renewable sources in Louisiana.

Under the Cameron LNG JV equity agreements, the expansion of the project requires the unanimous consent of all the members, including with respect to the equity investment obligation of each member. Expansion of the Cameron LNG Phase 1 facility beyond the first three trains is also subject to certain restrictions and conditions under the JV project financing agreements, including, among others, scope restrictions on expansion of the project unless appropriate prior consent is obtained from the existing project lenders. An FID remains subject to, among other things, securing these consents of the members and project lenders, satisfactory conclusion on certain ongoing engineering processes and selection of an EPC contractor, negotiation and finalization of definitive offtake agreements and completion of all related financing and permitting activities.

ECA LNG Phase 1 Project. ECA LNG Phase 1 is constructing a one-train natural gas liquefaction facility at the site of SI Partners’ existing ECA Regas Facility with a nameplate capacity of 3.25 Mtpa and an initial offtake capacity of 2.5 Mtpa. We do not expect the construction or operation of the ECA LNG Phase 1 project to disrupt operations at the ECA Regas Facility.

We received authorizations from the DOE to export U.S.-produced natural gas to Mexico and to re-export LNG to non-FTA countries from the ECA LNG Phase 1 project. In March 2026, the DOE extended the construction deadline associated with the project to September 2026.

We have an EPC contract with TP Oil & Gas Mexico, S. De R.L. De C.V., an affiliate of Technip Energies N.V., to construct the ECA LNG Phase 1 project. We estimate the total price of the EPC contract to be approximately $1.6 billion, with capital expenditures of approximately $2.5 billion including capitalized interest at the project level and project contingency. The actual cost of the EPC contract and the actual amount of these capital expenditures may differ substantially from our estimates. The ECA LNG Phase 1 project achieved mechanical completion in December 2025 and introduced gas into the facility in April 2026. We continue to expect the project to produce LNG in the spring of 2026 during the commissioning period. We are targeting substantial completion in the summer of 2026 and sales under the long-term SPAs shortly thereafter, when the facility commences commercial operations. Prior to substantial completion, net proceeds from LNG sales are recognized as an offset to total project capital expenditures. Reaching substantial completion under the EPC contract is subject to various milestones, including achieving certain performance tests and functionality.

ECA LNG Phase 1’s customers have a termination right under their SPAs if the ECA LNG Phase 1 project does not commence commercial operations under the SPAs by February 24, 2026, subject to certain additional conditions. As of May 7, 2026, no customers have given notice of their intent to terminate the SPAs.

ECA LNG Phase 1 has a loan agreement with a borrowing capacity of $1.5 billion that matures in December 2027. At both March 31, 2026 and December 31, 2025, $1.3 billion of borrowings are outstanding under the loan agreement. IEnova and TotalEnergies SE have provided guarantees for repayment of the loan of up to $1,226 million and $305 million, respectively, plus accrued and unpaid interest. Proceeds from the loan are being used to finance the cost of construction of the ECA LNG Phase 1 project.

With respect to the ECA LNG Phase 1 project and the ECA LNG Phase 2 project that we discuss below, an unfavorable resolution of a land dispute and/or permit challenges, in each case that we discuss in Note 13 of the Notes to Condensed Consolidated Financial Statements, could have a material adverse effect on the development and construction of these projects.

ECA LNG Phase 2 Project. SI Partners is developing a second, large-scale natural gas liquefaction project at the site of its existing ECA Regas Facility in Baja California, Mexico. We expect the proposed ECA LNG Phase 2 project to be comprised of multiple trains and one additional LNG storage tank and produce approximately 12 Mtpa of export capacity. We expect that future construction of the proposed ECA LNG Phase 2 project would conflict with the current operations at the ECA Regas Facility, which has a firm storage and nitrogen injection service agreement that expires in May 2028, to the extent this agreement has not expired or has not been earlier terminated at the time of such construction.

We received authorizations from the DOE to export U.S.-produced natural gas to Mexico and to re-export LNG to non-FTA countries from the proposed ECA LNG Phase 2 project. In February 2026, the DOE extended the construction deadline associated with the project to December 2029.

We have non-binding MOUs and/or HOAs that provide a framework for potential offtake of LNG from the proposed ECA LNG Phase 2 project and potential acquisition of equity interests in ECA LNG Phase 2.

PA LNG Phase 1 Project. SI Partners is constructing a natural gas liquefaction project on a greenfield site that it owns in the vicinity of Port Arthur, Texas, located along the Sabine-Neches waterway. The PA LNG Phase 1 project will consist of two liquefaction trains, two LNG storage tanks, a marine berth and associated loading facilities and related infrastructure necessary to provide liquefaction services with a nameplate capacity of approximately 13 Mtpa and an initial offtake capacity of approximately 10.5 Mtpa.

SI Partners has received authorizations from the DOE that permit the export of LNG to be produced from the PA LNG Phase 1 project to all current and future FTA and non-FTA countries, and from the FERC for the siting, construction and operation of the PA LNG Phase 1 project.

We have an EPC contract with Bechtel to construct the PA LNG Phase 1 project, which has an estimated price of approximately $10.8 billion, with capital expenditures for the project of approximately $13 billion including capitalized interest at the project level and project contingency. The actual cost of the EPC contract and the actual amount of these capital expenditures may differ substantially from our estimates. The first train of the Port Arthur LNG liquefaction project remains on schedule, and we continue to expect the first and second trains to commence commercial operations at or near the end of 2027 and in 2028, respectively.

Port Arthur LNG I has a seven-year term loan facility for an aggregate principal amount of approximately $6.8 billion and an initial working capital facility for up to $200 million, each of which matures in March 2030. At March 31, 2026 and December 31, 2025, $3.8 billion and $3.2 billion, respectively, of borrowings are outstanding, and previous borrowings totaling $983 million have been repaid and cannot be reborrowed under the term loan facility agreement. Proceeds from the loan are being used to finance the cost of construction of the PA LNG Phase 1 project.

SI Partners and ConocoPhillips have provided guarantees relating to their respective affiliate’s commitment to make its pro rata equity share of capital contributions to fund 110% of the development budget of the PA LNG Phase 1 project, in an aggregate amount of up to $9.0 billion. SI Partners’ guarantee covers 70% of this amount plus enforcement costs of its guarantee. As of March 31, 2026, an aggregate amount of $2.7 billion has been paid by SI Partners’ subsidiary in satisfaction of its commitment to fund its portion of the development budget of the PA LNG Phase 1 project.

As we discuss in Note 13 of the Notes to Condensed Consolidated Financial Statements, in April 2025, an incident occurred at the site of the PA LNG Phase 1 project that resulted in the deaths of three Bechtel employees and injuries to two Bechtel employees. As of May 4, 2026, there are two pending lawsuits filed by 17 plaintiffs related to the incident. Bechtel is providing indemnity pursuant to the terms of Port Arthur LNG I’s EPC contract and is continuing construction of the PA LNG Phase 1 project.

PA LNG Phase 2 Project. Since reaching a positive FID in September 2025, SI Partners has commenced construction of a second phase of the Port Arthur LNG liquefaction project that we expect will be a similar size to the PA LNG Phase 1 project. The PA LNG Phase 2 project will consist of two liquefaction trains, one LNG storage tank, and associated facilities with a nameplate capacity of approximately 13 Mtpa.

SI Partners has received authorizations from the DOE that permit the export of LNG to be produced from the PA LNG Phase 2 project to all current and future FTA and non-FTA countries, and from the FERC for the siting, construction and operation of the PA LNG Phase 2 project.

We have an EPC contract with Bechtel to construct the PA LNG Phase 2 project, which has an estimated price of approximately $9.2 billion, with capital expenditures of approximately $14 billion, including, among other items, project contingency and a $1.9 billion true-up payment to the PA LNG Phase 1 project to acquire a 50% interest in the shared common facilities. The actual cost of the EPC contract and the actual amount of these capital expenditures may differ substantially from our estimates. We expect the third and fourth trains of the Port Arthur LNG liquefaction project to commence commercial operations in 2030 and 2031, respectively.

As we discuss in Note 10 of the Notes to Condensed Consolidated Financial Statements, in September 2025, PA2 JVCo issued 49.9% of its equity interests to Blackstone for $3.4 billion in cash at closing and a commitment to fund an additional $3.6 billion of capital contributions on a pre-determined funding schedule whereby Blackstone’s capital contributions are scheduled prior to SI Partners’ capital contributions. SI Partners holds the remaining 50.1% of equity interests in PA2 JVCo, and has committed to fund up to $7.8 billion to PA2 JVCo to support its share of the budgeted PA LNG Phase 2 project construction costs. SI Partners will continue to consolidate PA2 JVCo and direct the activities related to the construction and future operation and maintenance of the PA LNG Phase 2 project. Blackstone’s equity interest is subject to redemption and exit rights that are outside the control of SI Partners and Blackstone. As a result, we account for Blackstone’s NCI as being contingently redeemable, which is presented as CRNCI on Sempra’s Condensed Consolidated Balance Sheets.

To secure gas supply for the PA LNG Phase 2 project, SI Partners entered into a natural gas transportation agreement with a third-party pipeline developer. The transportation capacity commitment is subject to completion of pipeline construction by a third-party developer that is expected to occur by early 2029. SI Partners holds a contractual option to acquire the third party’s interest in the pipeline if certain construction milestones are not met, which acquisition would release SI Partners from the associated capacity commitment.

Asset and Supply Optimization. As we discuss in “Part II – Item 7A. Quantitative and Qualitative Disclosures About Market Risk” in the Annual Report, SI Partners enters into hedging transactions to help mitigate commodity price risk and optimize the value of its LNG, natural gas pipelines and storage, and power-generating assets. Some of these derivatives that we use as economic hedges do not meet the requirements for hedge accounting, or hedge accounting is not elected, and as a result, the changes in fair value of these derivatives are recorded in earnings. Consequently, significant changes in commodity prices have in the past and could in the future result in earnings volatility, which may be material, as the economic offset of these derivatives may not be recorded at fair value.

Off-Balance Sheet Arrangements. Our investment in Cameron LNG JV is a variable interest in an unconsolidated entity. We discuss variable interests in Note 1 of the Notes to Condensed Consolidated Financial Statements.

In February 2025, SI Partners entered into a credit support agreement related to a customer’s secured borrowing for repayment of its past due account balance, which constitutes a guarantee, for the benefit of a third-party financial institution. At March 31, 2026, SI Partners’ maximum exposure to loss is $29 million. The guarantee will terminate in May 2026. We discuss this guarantee in Note 13 of the Notes to Condensed Consolidated Financial Statements.

In June 2021, Sempra provided a promissory note, which constitutes a guarantee for the benefit of Cameron LNG JV with a maximum exposure to loss of $165 million. The guarantee will terminate upon full repayment of Cameron LNG JV’s debt, scheduled to occur in 2039, or replenishment of the amount withdrawn by Sempra from the SDSRA. We discuss this guarantee in Note 13 of the Notes to Condensed Consolidated Financial Statements.

In July 2020, Sempra entered into the Support Agreement, which contains a guarantee and represents a variable interest, for the benefit of CFIN with a maximum exposure to loss of $979 million. The guarantee will terminate upon full repayment of the guaranteed debt by 2039, including repayment following an event in which the guaranteed debt is put to Sempra. We discuss this guarantee in Notes 1, 9 and 13 of the Notes to Condensed Consolidated Financial Statements.

Energy Networks

Ecogas. As we discuss in Note 6 of the Notes to Condensed Consolidated Financial Statements, in December 2025, we entered into an agreement to sell Ecogas for 9.0 billion Mexican pesos (approximately $500 million in U.S. dollar-equivalent at March 31, 2026), subject to adjustments. In the first quarter of 2026, we entered into contingent foreign currency hedges, which we discuss in Note 8, that are designed to fix the exchange rate associated with the anticipated after-tax net proceeds. We expect to complete the sale in the second or third quarter of 2026, subject to closing conditions. As a result of satisfying all applicable criteria in June 2025, we classified Ecogas’ assets and liabilities as held for sale and ceased depreciation and amortization.

Louisiana Storage. SI Partners is constructing Louisiana Storage, a 12.5-billion-cubic-feet salt dome natural gas storage facility to support the PA LNG Phase 1 project. The construction includes an 11-mile pipeline that will connect to the Port Arthur Pipeline Louisiana Connector. We estimate the capital expenditures for the project will be approximately $400 million, including capitalized interest at the project level and project contingency. The actual amount of capital expenditures may differ substantially from our estimates. We expect Louisiana Storage to be ready for service in time to support the needs of the PA LNG Phase 1 project.

Port Arthur Pipeline Louisiana Connector. SI Partners is constructing the Port Arthur Pipeline Louisiana Connector, a 72-mile pipeline connecting the PA LNG Phase 1 project to Gillis, Louisiana.

The FERC approved the siting, construction and operation of the Port Arthur Pipeline Louisiana Connector, which will be used to supply feed gas to the PA LNG Phase 1 project. Sempra Infrastructure received FERC approval to implement construction process enhancements and minor modifications to several discrete sections of the Port Arthur Pipeline Louisiana Connector. These modifications are intended to decrease environmental impacts, accommodate landowner routing requests and enhance construction procedures.

We estimate the capital expenditures for the project will be approximately $1 billion, including capitalized interest at the project level and project contingency. The actual amount of capital expenditures may differ substantially from our estimates. The Port Arthur Pipeline Louisiana Connector achieved mechanical completion in January 2026, and we expect it to be ready for service ahead of the PA LNG Phase 1 project’s gas requirements.

Sonora Pipeline. Sempra Infrastructure’s Sonora natural gas pipeline consists of two pipeline segments, the Sasabe-Puerto Libertad-Guaymas segment and the Guaymas-El Oro segment. Each segment has its own service agreement with the CFE. Following the start of commercial operations of the Guaymas-El Oro segment, Sempra Infrastructure reported damage to the pipeline in the Yaqui territory that has made that section inoperable since August 2017 because it was not able to be repaired due to legal challenges, which were resolved in March 2023, by some members of the Yaqui tribe.

In September 2019, Sempra Infrastructure and the CFE reached an agreement to modify the tariff structure and extend the term of the contract by 10 years. Under the revised agreement, the CFE will resume making payments only when the damaged section of the Guaymas-El Oro segment of the Sonora pipeline is back in service.

In December 2025, Sempra Infrastructure and the CFE further amended their transportation services agreement to re-route the portion of the pipeline that is in the Yaqui territory, whereby the CFE has agreed to reimburse Sempra Infrastructure for the re-routing costs with a new tariff and requires the pipeline to be back in service no later than July 2029. This amendment will terminate if certain conditions are not met, and Sempra Infrastructure retains the right to terminate the transportation services agreement and seek to recover its reasonable and documented costs and lost profit. Execution of the re-routing project is ongoing. Additionally, in December 2025, Sempra Infrastructure and the CFE entered into an agreement for potential equity participation in the Guaymas-El Oro segment of the Sonora pipeline.

We estimate the capital expenditures for re-routing the pipeline will be approximately $260 million, including capitalized interest and project contingency. The actual amount of capital expenditures may differ substantially from our estimates.

The Guaymas-El Oro segment of the Sonora pipeline, including the re-routed portion, currently constitutes a Sole Risk Project under the terms of the SI Partners limited partnership agreement, which means that Sempra Infrastructure holds a 100% interest in this Sole Risk Project. Sole Risk Projects are separated from other SI Partners projects and are conducted at Sempra’s sole cost, expense and liability and Sempra Infrastructure receives, through the acquisition of Sole Risk Interests, any economic and other benefits from such projects. The Guaymas-El Oro segment of the Sonora pipeline will continue to be owned by and a Sole Risk Project of Sempra after closing the planned sale of a portion of our equity interest in SI Partners, which we discuss in Note 6 of the Notes to Condensed Consolidated Financial Statements. Any proceeds from a sale of the Guaymas-El Oro segment of the Sonora pipeline would be split between Sempra (90%) and ADIA (10%), subject to adjustments.

Low Carbon Solutions

Cimarrón Wind. SI Partners owns and operates the Cimarrón Wind project, an approximately 320 MW wind generation facility in Baja California, Mexico, that commenced commercial operations in March 2026.

Hackberry Carbon Sequestration Project. SI Partners is developing the potential Hackberry Carbon Sequestration project near Hackberry, Louisiana, together with TotalEnergies SE, Mitsui & Co., Ltd. and Mitsubishi Corporation. This proposed project is designed to permanently sequester carbon dioxide from the Cameron LNG Phase 1 facility, the proposed Cameron LNG Phase 2 project and potentially other sources.

Legal and Regulatory Matters

With respect to the ECA Regas Facility, ECA LNG Phase 1 project and ECA LNG Phase 2 project that we discuss above, an unfavorable resolution of a land dispute and/or permit challenges could have a material adverse effect on the natural gas regasification operations at the ECA Regas Facility and the development and construction of the ECA LNG projects. We discuss these legal matters in “Legal Proceedings – Other Sempra – Energía Costa Azul” in Note 13 of the Notes to Condensed Consolidated Financial Statements.

We discuss regulatory matters affecting our operations in Mexico and risks associated with Mexican laws, policies and government influence in “Part I – Item 1A. Risk Factors – Risks Related to Sempra Infrastructure – Legal and Regulatory Risks” in the Annual Report. Regulatory and other actions by the Mexican government could have a material adverse effect on Sempra’s business, results of operations, financial condition, cash flows and/or prospects.

SOURCES AND USES OF CASH

The following tables include only significant changes in cash flow activities for each of the Registrants.

CASH FLOWS FROM OPERATING ACTIVITIES

Dollars in millions

View SEC source
Three months ended March 31,SempraSDG&ESo Cal Gas
2026$1,809$674$879
20251,482578779
Change$327$96$100
Change in accounts receivable$256$324
Higher net income, adjusted for noncash items included in earnings249$71
Higher distributions from Oncor Holdings87
Change in fixed-price contracts and other derivatives, current and noncurrent4541
Change in regulatory accounts, current and noncurrent(57)62(119)
Change in accrued franchise fees(63)(42)
Change in income taxes receivable/payable, net(82)
Change in GHG obligations, current and noncurrent(147)(121)
Change in accounts payable(43)
Other39617
$327$96$100

CASH FLOWS FROM INVESTING ACTIVITIES

Dollars in millions

View SEC source
Three months ended March 31,SempraSDG&ESo Cal Gas
2026$(3,311)$(478)$(481)
2025(2,785)(523)(555)
Change$(526)$45$74
Higher contributions to Oncor Holdings$(390)
(Increase) decrease in capital expenditures(125)$53$74
Other(11)(8)
$(526)$45$74

CASH FLOWS FROM FINANCING ACTIVITIES

Dollars in millions

View SEC source
Three months ended March 31,SempraSDG&ESo Cal Gas
2026$1,912$544$(411)
20251,476552(196)
Change$436$(8)$(215)
Lower payments on long-term debt and finance leases$734
Higher issuances of short-term debt with maturities greater than 90 days328
Termination of interest rate swaps, net of transaction costs96
Higher issuances of long-term debt76$248
Change in borrowings and repayments of short-term debt, net(388)(251)$(214)
Higher payments on short-term debt with maturities greater than 90 days(413)
Other3(5)(1)
$436$(8)$(215)

Capital Expenditures for PP&E and Investments

CAPITAL EXPENDITURES FOR PP&E AND INVESTMENTS

Dollars in millions

View SEC source
Line itemThree months ended March 31, 2026Three months ended March 31, 2025
Sempra:
Sempra California(1)$967$1,094
Sempra Texas Utilities876486
Sempra Infrastructure1,4931,241
Segment totals3,3362,821
Parent and other11
Total Sempra$3,337$2,822

(1) Includes capital expenditures for PP&E of $486 and $539 at SDG&E and $481 and $555 at SoCalGas for 2026 and 2025, respectively.

Our level of capital expenditures for PP&E and investments will depend on, among other things, the cost and availability of financing, regulatory approvals, changes in tax law and business opportunities providing desirable rates of return, among various other factors described in this MD&A and in “Part I – Item 1A. Risk Factors” in the Annual Report. We aim to finance our capital expenditures for PP&E and investments in a manner that will maintain our investment-grade credit ratings and capital structure, but we may not be able to do so.

CRITICAL ACCOUNTING ESTIMATES

Management views certain accounting estimates 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 critical accounting estimates in “Part II – Item 7. MD&A” in the Annual Report.

NEW ACCOUNTING STANDARDS

We discuss any recent accounting pronouncements that have had or may have a significant effect 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 “Part II – Item 7A. Quantitative and Qualitative Disclosures About Market Risk” in the Annual Report.

COMMODITY PRICE RISK

SI Partners is exposed to commodity price risk indirectly through its LNG, natural gas pipelines and storage, and power-generating assets. In the first three months of 2026, a hypothetical 10% change in commodity prices would have resulted in a change in the fair value of our commodity-based natural gas and electricity derivatives of $8 million at March 31, 2026 compared to $11 million at December 31, 2025.

The one-day value at risk for SDG&E’s and SoCalGas’ commodity positions are $3 million and negligible, respectively, at March 31, 2026 compared to $2 million and $6 million, respectively, at December 31, 2025.

INTEREST RATE RISK

The table below shows the nominal amount of our debt:

NOMINAL AMOUNT OF DEBT(1)(Dollars in millions)March 31, 2026SempraMarch 31, 2026SDG&EMarch 31, 2026So Cal GasDecember 31, 2025SempraDecember 31, 2025SDG&EDecember 31, 2025So Cal Gas
Short-term:
Sempra California$499$499$1,436$532$904
Other3,2112,733
Long-term:
Sempra California fixed-rate$19,009$10,900$8,109$17,909$9,800$8,109
Other fixed-rate12,75811,958

(1) Before reductions for unamortized discounts and debt issuance costs and excluding finance lease obligations.

At March 31, 2026 and December 31, 2025, the nominal amount of debt of $9,085 million and $8,287 million, respectively, is included in Liabilities Held for Sale on the Sempra Condensed Consolidated Balance Sheets, which consists of $444 million and $362 million of short‑term debt, $4,941 million and $5,766 million of long‑term fixed‑rate debt, and $3,700 million and $2,159 million of long‑term variable‑rate debt, respectively.

An interest rate risk sensitivity analysis measures interest rate risk by calculating the estimated changes in earnings attributable to common shares (but disregarding capitalized interest and impacts on equity earnings from debt at our equity method investees) that would result from a hypothetical change in market interest rates. Earnings attributable to common shares are affected by changes in interest rates on short-term debt and variable-rate long-term debt. If weighted-average interest rates on short-term debt outstanding at March 31, 2026, including short-term debt classified as held for sale, increased or decreased by 10%, the change in earnings attributable to common shares over the 12-month period ending March 31, 2027 would be approximately $13 million. If interest rates increased or decreased by 10% on all variable-rate long-term debt outstanding at March 31, 2026, all of which relates to variable-rate long-term debt classified as held for sale, after considering the effects of interest rate swaps, the change in earnings attributable to common shares over the 12-month period ending March 31, 2027 would be approximately $6 million.

FOREIGN CURRENCY EXCHANGE RATE RISK AND INFLATION EXPOSURE

At March 31, 2026, SI Partners, which holds our foreign operations, is classified as held for sale. Upon completion of the sale, which we expect to occur in the second or third quarter of 2026, we will deconsolidate SI Partners and account for our remaining 25% interest under the equity method, which we expect will reduce volatility in our results of operations associated with foreign currency exchange rate fluctuations and Mexican inflation. We discuss our foreign currency exchange rate risk and inflation exposure in “Part I – Item 2. MD&A – Impact of Foreign Currency and Inflation Rates on Results of Operations” in this report and in “Part II – Item 7. MD&A – Impact of Foreign Currency and Inflation Rates on Results of Operations” in the Annual Report. At March 31, 2026, there were no significant changes to our exposure to foreign currency exchange rate risk since December 31, 2025.

In 2025 and 2026 to date, SDG&E and SoCalGas experienced inflationary pressures from increases in various costs, including the cost of natural gas, electric fuel and purchased power, labor, materials, equipment and supplies, as well as decreased availability of many of these items. During this period, Sempra Texas Utilities experienced increased costs, including labor and contractor-related costs, materials, equipment and supplies, and does not have specific regulatory mechanisms that allow for recovery of higher non-reconcilable costs due to inflation; rather, recovery is limited to rate updates through capital trackers, UTM filings and base rate reviews, which may result in partial non-recovery due to regulatory lag. If such costs continue to be subject to inflationary pressures and we are not able to fully recover such higher costs in rates or there is a delay in recovery, these increased costs may have a significant effect on Sempra’s, SDG&E’s and SoCalGas’ results of operations, financial condition, cash flows and/or prospects.

In 2025 and 2026 to date, SI Partners experienced inflationary pressures from increases in various costs, including the cost of commodities, labor, materials, equipment and supplies, as well as decreased availability of many of these items. SI Partners generally secures long-term contracts that are U.S. dollar-denominated or referenced and are periodically adjusted for market factors, including inflation, and SI Partners generally enters into lump-sum contracts for its large construction projects in which much of the risk during construction is absorbed or hedged by the EPC contractor. If additional costs become subject to inflationary pressures, we may not be able to fully recover such higher costs through contractual adjustments for inflation, which may have a significant effect on Sempra’s results of operations, financial condition, cash flows and/or prospects.

ITEM 4. CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

Sempra, SDG&E and SoCalGas maintain disclosure controls and procedures designed to ensure that information required to be disclosed in their respective reports filed or submitted under the Exchange Act 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 possible controls and procedures.

Under the supervision and with the participation of the principal executive officers and principal financial officers of Sempra, SDG&E and SoCalGas, each such company’s management evaluated the effectiveness of the design and operation of its disclosure controls and procedures as of March 31, 2026, the end of the period covered by this report. Based on these evaluations, the principal executive officers and principal financial officers of Sempra, SDG&E and SoCalGas concluded that their respective company’s disclosure controls and procedures were effective at the reasonable assurance level as of such date.

INTERNAL CONTROL OVER FINANCIAL REPORTING

In January 2026, SI Partners implemented a new enterprise resource planning system (ERP platform) to replace its legacy system, which has affected business processes that are part of our internal control over financial reporting, including the revenue, expenditure, payroll and reporting cycles, that we consider to be material to Sempra. Management has taken steps to help ensure that controls were appropriately designed and implemented in connection with the integration of and transition to the new ERP platform. SI Partners continues to review and enhance the design and related documentation of its internal control over financial reporting in connection with its implementation of the new ERP platform in order to maintain an effective control framework.

Other than SI Partners’ implementation of a new ERP platform, there have been no changes in Sempra’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, any such company’s 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), including, environmental proceedings described in Item 103(c)(3) of SEC Regulation S-K, except for the matters (1) described in Note 13 of the Notes to Condensed Consolidated Financial Statements in this report and in Note 16 of the Notes to Consolidated Financial Statements in the Annual Report, or (2) referred to in “Part I – Item 2. MD&A” in this report or in “Part I – Item 1A. Risk Factors” or “Part II – Item 7. MD&A” in the Annual Report.

ITEM 1A. RISK FACTORS

When evaluating our company and its businesses and any investment in our or their securities, you should carefully consider the risk factors and all other information contained in this report and the other documents we file with the SEC (including those filed subsequent to this report), including the factors discussed in “Part I – Item 2. MD&A” in this report and “Part I – Item 1A. Risk Factors” and “Part II – Item 7. MD&A” in the Annual Report. Any of the risks and other information discussed in this report or any of the risk factors discussed in “Part I – Item 1A. Risk Factors” or “Part II – Item 7. MD&A” in the Annual Report, as well as additional risks and uncertainties not currently known to us or that we currently consider immaterial, could materially adversely affect our results of operations, financial condition, cash flows, prospects and/or the trading prices of our securities or those of our consolidated entities.

ITEM 5. OTHER INFORMATION

(a)None.

(b)None.

(c)During the last fiscal quarter, no individual who was at the time a Sempra, SDG&E or SoCalGas director or officer adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement with respect to the securities of each such Registrant. As used herein, directors and officers are as defined in Rule 16a-1(f) under the Exchange Act, a Rule 10b5-1 trading arrangement is as defined in Item 408(a) of SEC Regulation S-K, and a non-Rule 10b5-1 trading arrangement is as defined in Item 408(c) of SEC Regulation S-K.

Item 6. Exhibits 116

Signatures 119

This combined Form 10-Q is separately filed by Sempra, San Diego Gas & Electric Company and Southern California Gas Company. Information contained herein relating to any one of these individual Registrants is filed by such Registrant on its own behalf. Each such Registrant makes statements herein only as to itself and makes no statement whatsoever as to any other Registrant.

You should read this report in its entirety as it pertains to each respective Registrant. No one section of the report deals with all aspects of the subject matter. A separate Part I – Item 1 is provided for each Registrant, except for the Notes to Condensed Consolidated Financial Statements, which are combined for all the Registrants. All Items other than Part I – Item 1 are combined for the three Registrants.

None of the website references in this report are active hyperlinks, and the information contained on or that can be accessed through any such website is not and shall not be deemed to be part of or incorporated by reference in this report or any other document that we file with or furnish to the SEC.

The following terms and abbreviations appearing in this report have the meanings indicated below.

GLOSSARY

2019 Wildfire Legislation AB 1054 and AB 111

2025 Wildfire Legislation Senate Bill 254

AB California Assembly Bill

ADIA Black Silverback ZC 2022 LP (assignee of Black River B 2017 Inc.), a wholly owned affiliate of Abu Dhabi Investment Authority

AFUDC allowance for funds used during construction

amparo an extraordinary constitutional appeal governed by Articles 103 and 107 of the Mexican Constitution and filed in Mexican federal court

Annual Report Annual Report on Form 10-K for the year ended December 31, 2025

AOCI accumulated other comprehensive income (loss)

ARO asset retirement obligation

ASEA Agencia de Seguridad, Energía y Ambiente (Mexico’s National Agency for Safety, Energy, and Environment)

ASU Accounting Standards Update

ATM at-the-market equity offering program pursuant to the Sales Agreement

Bechtel Bechtel Energy Inc.

Blackstone BX Frontier Member I LLC and BX Frontier Member II LLC, collectively

bps basis points

California ISO adder an additional 0.50% ROE for participation in the California ISO

Cameron LNG JV Cameron LNG Holdings, LLC

Cameron LNG Phase 1 facility Cameron LNG JV liquefaction facility

Cameron LNG Phase 2 project Cameron LNG JV liquefaction expansion project

CCA Community Choice Aggregator

CCM cost of capital adjustment mechanism

CFE Comisión Federal de Electricidad (Mexico’s Federal Electricity Commission)

CFIN Cameron LNG FINCO, LLC, a wholly owned and unconsolidated affiliate of Cameron LNG JV

CNE Comisión Nacional de Energía (Mexico’s National Commission of Energy)

CODM chief operating decision maker as defined in Accounting Standards Codification 280

ConocoPhillips ConocoPhillips Company

Continuation Account the Wildfire Fund Continuation Account established by the 2025 Wildfire Legislation

CPUC California Public Utilities Commission

CRNCI contingently redeemable noncontrolling interest

CRR congestion revenue right

DOE U.S. Department of Energy

ECA LNG ECA LNG Phase 1 and ECA LNG Phase 2, collectively

ECA LNG Phase 1 ECA LNG Holdings B.V., a subsidiary of SI Partners that owns the ECA LNG Phase 1 project

ECA LNG Phase 2 ECA LNG II Holdings B.V., a subsidiary of SI Partners that owns the ECA LNG Phase 2 project

ECA Regas Facility Energía Costa Azul, S. de R.L. de C.V. LNG regasification facility

Ecogas Ecogas México, S. de R.L. de C.V.

Edison Southern California Edison Company, a subsidiary of Edison International

EPC engineering, procurement and construction

EPS earnings (losses) per common share

ETR effective income tax rate

Exchange Act Securities Exchange Act of 1934, as amended

FD final decision

feed gas natural gas that is provided to be used for processing to produce LNG

FERC Federal Energy Regulatory Commission

FID final investment decision

Fitch Fitch Ratings, Inc.

FTA Free Trade Agreement

GCIM Gas Cost Incentive Mechanism

GHG greenhouse gas

GRC General Rate Case

HOA Heads of Agreement

IEnova Infraestructura Energética Nova, S.A.P.I. de C.V.

IMG Infraestructura Marina del Golfo

IOU investor-owned utility

GLOSSARY

IRS U.S. Internal Revenue Service

ISO Independent System Operator

ITC investment tax credit

JV joint venture

KKR Partners affiliates of Kohlberg Kravis Roberts & Co. L.P. and indirect co-investor Canada Pension Plan Investment Board, collectively

KKR Pinnacle KKR Pinnacle Investor L.P., an affiliate of Kohlberg Kravis Roberts & Co. L.P.

LA Fires the wildfires in Los Angeles County, California, including the Palisades, Eaton and other fires, that burned in January and February of 2025

LNG liquefied natural gas

MD&A Management’s Discussion and Analysis of Financial Condition and Results of Operations

MMBtu million British thermal units (of natural gas)

Moody’s Moody’s Investors Service, Inc.

MOU Memorandum of Understanding

Mtpa million tonnes per annum

MW megawatt

MWh megawatt hour

NCI noncontrolling interest(s)

NDT nuclear decommissioning trusts

O&M operation and maintenance expense

OCI other comprehensive income (loss)

OEIS Office of Energy Infrastructure Safety

Oncor Oncor Electric Delivery Company LLC

Oncor Holdings Oncor Electric Delivery Holdings Company LLC

Other Sempra All Sempra consolidated entities, except for SDG&E and SoCalGas

PA2 JVCo a subsidiary of SI Partners that owns Port Arthur LNG II

PA LNG Phase 1 project initial phase of the Port Arthur LNG liquefaction project

PA LNG Phase 2 project second phase of the Port Arthur LNG liquefaction project

PBOP postretirement benefits other than pension

PD proposed decision

Port Arthur LNG I Port Arthur LNG, LLC, a subsidiary of SI Partners that owns the PA LNG Phase 1 project

Port Arthur LNG II Port Arthur LNG Phase II, LLC, a subsidiary of SI Partners that owns the PA LNG Phase 2 project

PP&E property, plant and equipment

PPA power purchase agreement

PSEP Pipeline Safety Enhancement Plan

PUCT Public Utility Commission of Texas

Registrants has the meaning set forth in Rule 12b-2 under the Exchange Act and consists of Sempra, SDG&E and SoCalGas for purposes of this report

ROE return on equity

RSU restricted stock unit

S&P S&P Global Ratings, a division of S&P Global Inc.

Sales Agreement ATM Equity Offering Sales Agreement, dated November 6, 2024 and amended May 6, 2026, among Sempra and Barclays Capital Inc., BMO Capital Markets Corp., BNP Paribas Securities Corp., BofA Securities, Inc., Citigroup Global Markets Inc., Credit Agricole Securities (USA) Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Mizuho Securities USA LLC, Morgan Stanley & Co. LLC, MUFG Securities Americas Inc., RBC Capital Markets, LLC, Scotia Capital (USA) Inc., Truist Securities, Inc. and Wells Fargo Securities, LLC (each a sales agent or forward seller) and Barclays Bank PLC, Bank of Montreal, BNP Paribas, Bank of America, N.A., Citibank, N.A., Crédit Agricole Corporate and Investment Bank, Goldman Sachs & Co. LLC, JPMorgan Chase Bank, National Association, Mizuho Markets Americas LLC, Morgan Stanley & Co. LLC, MUFG Securities EMEA plc, Royal Bank of Canada, The Bank of Nova Scotia, Truist Bank and Wells Fargo Bank, National Association, or one of their respective affiliates (each a forward purchaser)

SDG&E San Diego Gas & Electric Company

SDSRA Senior Debt Service Reserve Account

SEC U.S. Securities and Exchange Commission

SEDATU Secretaría de Desarrollo Agrario, Territorial y Urbano (Mexico’s agency in charge of agriculture, land and urban development)

SENER Secretaría de Energía de México (Mexico’s Ministry of Energy)

series C preferred stock Sempra’s 4.875% fixed-rate reset cumulative redeemable perpetual preferred stock, series C, which we redeemed in October 2025 and which is no longer an authorized series of Sempra’s capital stock

Sharyland Utilities Sharyland Utilities, L.L.C.

GLOSSARY

SI Partners Sempra Infrastructure Partners, LP, the holding company for most of Sempra’s businesses not subject to California or Texas utility regulation

SoCalGas Southern California Gas Company

SOFR Secured Overnight Financing Rate

SONGS San Onofre Nuclear Generating Station

SPA sale and purchase agreement

SRP Oncor’s system resiliency plan approved by the PUCT in November 2024

Support Agreement support agreement, dated July 28, 2020 and amended in June 2021 and January 2025, between Sempra and Sumitomo Mitsui Banking Corporation

TAG Norte TAG Norte Holding, S. de R.L. de C.V.

TAG Pipelines TAG Pipelines Norte, S. de R.L. de C.V.

TO5 Electric Transmission Owner Formula Rate, effective June 1, 2019 through May 31, 2025

TO5 adder refund provision the provision in the TO5 settlement providing that SDG&E will refund the California ISO adder as of June 1, 2019 if the FERC issues an order ruling that California IOUs are no longer eligible for the California ISO adder

TO6 Electric Transmission Owner Formula Rate, effective June 1, 2025, subject to refund

TTI Texas Transmission Investment LLC, an entity that owns a 19.75% interest in Oncor and is indirectly owned by OMERS Administration Corporation (acting through its infrastructure investment entity, OMERS Infrastructure Management Inc.) and GIC Private Limited

U.S. GAAP generally accepted accounting principles in the United States of America

UTM unified tracker mechanism

VIE variable interest entity

VREP Voluntary Retirement Enhancement Program

Wildfire Fund the fund established pursuant to AB 1054

WMP wildfire mitigation plan

In this report, references to “Sempra” are to Sempra and its consolidated entities, collectively, and references to “we,” “our,” “us” and “our company” are to the applicable Registrant and its consolidated entities, collectively, in each case unless otherwise stated or indicated by the context. All references in this report 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;
  • the Condensed Financial Statements and related Notes of SDG&E; and
  • the Condensed Financial Statements and related Notes of SoCalGas.

PART I – FINANCIAL INFORMATION