DEFA14A: Sempra Highlights Strong Financial Performance and Board Diversity in Latest Proxy Statement
Summary
- Sempra's proxy statement, filed on April 17, 2024, supplements the initial proxy statement from March 25, 2024.
- The document highlights Sempra's strong financial performance, including a record $16.7 billion in revenue for 2023.
- GAAP earnings were $3.0 billion and adjusted earnings were $2.9 billion in 2023.
- GAAP EPS has grown at a 22.9% CAGR and adjusted EPS has grown at a 10.3% CAGR from 2018-2023.
- The company increased its dividend for the 14th consecutive year.
- Sempra has increased its five-year capital plan by 20% to $48 billion, with over 90% focused on regulated utilities.
- The board recommends voting for the election of director nominees and the ratification of Deloitte & Touche LLP.
- The board recommends voting against shareholder proposals related to severance pay and environmental reporting.
- Sempra emphasizes its commitment to safety and environmental practices, with oversight from the Safety, Sustainability and Technology Committee.
- The document also details Sempra's executive compensation program, which is designed to align with long-term strategic objectives.
Sentiment
Score: 7
Explanation: The document presents a generally positive outlook, highlighting strong financial performance and strategic initiatives. However, it also acknowledges potential risks and challenges, preventing a higher score.
Positives
- Sempra achieved record revenue in 2023, demonstrating strong financial performance.
- The company has a diverse and experienced board, promoting effective oversight.
- Sempra's executive compensation program is designed to align with long-term strategic objectives and shareholder interests.
- The company has a strong track record of safety and environmental practices.
- Sempra has a history of increasing its dividend, rewarding shareholders.
- Sempra's increased capital plan indicates a commitment to future growth and investment in regulated utilities.
Negatives
- The document highlights potential risks related to California wildfires, regulatory decisions, and cybersecurity threats.
- The board recommends voting against shareholder proposals, which may indicate disagreement on certain governance and reporting matters.
- The document mentions adjustments to GAAP earnings, suggesting that the reported figures may not fully reflect the company's underlying performance.
Risks
- California wildfires pose a significant risk, including potential liability for damages.
- Regulatory decisions and investigations could impact Sempra's operations and financial performance.
- Cybersecurity threats could disrupt Sempra's systems and infrastructure.
- Macroeconomic trends and capital market instability could affect Sempra's ability to raise capital.
- Climate and sustainability policies could lead to stranded assets and increased uncertainty.
- Weather events, natural disasters, and accidents could disrupt operations and cause liabilities.
- Oncor's ability to pay dividends could be affected by regulatory and governance requirements.
Future Outlook
The document does not provide specific forward-looking guidance beyond the increased capital plan. It notes that forward-looking statements are based on assumptions and involve risks and uncertainties.
Management Comments
- Sempras 2023 achievements build on our strong long-term financial performance, which has contributed to our robust long-term growth and shareholder value creation.
- Sempras approach to severance benefits is disciplined, reasonable and appropriate.
- Sempra already provides extensive disclosures on its governance and performance related to safety and environmental matters.
Industry Context
Sempra operates in the utilities sector, and its performance is compared to the S&P 500 Utilities Index. The company's focus on regulated utilities aligns with the industry's emphasis on reliable and sustainable energy delivery.
Comparison to Industry Standards
- The document compares Sempra's Total Shareholder Return (TSR) to the S&P 500 Utilities Index and the S&P 500 Index.
- Executive compensation includes relative TSR vs S&P 500 Utilities Index and Relative TSR vs S&P 500 Index.
- The payout scale for 3-year EPS CAGR is set based on forward consensus estimates of EPS CAGR of S&P 500 Utilities Index peers.
Stakeholder Impact
- Shareholders are impacted by the company's financial performance, dividend policy, and executive compensation practices.
- Employees are affected by the company's safety and environmental practices, as well as its compensation and talent development programs.
- Customers benefit from the company's investments in regulated utilities and its commitment to reliable energy delivery.
- Communities are impacted by the company's safety and environmental performance, as well as its engagement and information sharing efforts.
Next Steps
- Shareholders are encouraged to vote on the proposals outlined in the proxy statement at the 2024 Annual Shareholders Meeting.
Key Dates
- March 25, 2024: Filing date of Sempra's initial proxy statement with the SEC.
- April 17, 2024: Date of the supplemental proxy statement.
Keywords
Filings with Classifications
Regulatory Update
- The new Unified Tracker Mechanism (UTM) is expected to improve Oncor's earnings, cash flows, and credit metrics.
- The UTM is projected to improve Oncor's earned annual returns on equity by approximately 50 to 100 basis points.
- The mechanism allows for more timely recovery of capital investments, reducing regulatory lag compared to previous methods.
Debt Offering Announcement
- Southern California Gas Company is raising $1.1 billion through the issuance of first mortgage bonds.
- The funds are intended for general corporate purposes.
Quarterly Report
- Sempra 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.
- Sempra entered into forward sale agreements under the ATM program with Bank of America, N.A. and Wells Fargo Bank, N.A.
Quarterly Report
- Sempra's Q1 2025 earnings attributable to common shares increased to $906 million, or $1.39 per share, compared to $801 million, or $1.27 per share, in the prior year.
Earnings Release
- Sempra's first-quarter 2025 GAAP earnings increased to $906 million ($1.39 per diluted share) from $801 million ($1.26 per diluted share) in the first quarter of 2024.
- Adjusted first-quarter 2025 earnings rose to $942 million ($1.44 per diluted share) from $854 million ($1.34 per diluted share) in 2024.
Proxy Statement
- Sempra's three-year total shareholder return far outpaced the return of the S&P 500 Utilities Index and more than tripled the returns of the S&P 500 and S&P 500 Utilities Indices since the beginning of this century (from December 31, 1999 through December 31, 2024).
Debt Offering
- San Diego Gas & Electric Company is raising $850 million through the issuance of 5.400% First Mortgage Bonds, Series CCCC, due 2035.
- The net proceeds are estimated to be approximately $842.1 million after deducting the underwriting discount but before deducting the Companys estimated offering expenses.
Annual Report
- Earnings attributable to common shares decreased from $3.030 billion in 2023 to $2.817 billion in 2024.
- Total revenue decreased from $16.720 billion in 2023 to $13.185 billion in 2024.
Annual Report
- Sempra 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.
- Sempra entered into a forward sale agreement under the ATM program for the sale of 2,909,274 shares of Sempra common stock.
Annual Report
- The ECA LNG Phase 1 project is expected to commence commercial operations in the spring of 2026, which is later than previously anticipated.
- The first and second trains of the PA LNG Phase 1 project are expected to commence commercial operations in 2027 and 2028, respectively, which is later than previously anticipated.
Earnings Release
- Full-year 2024 GAAP earnings decreased compared to 2023.
- The revision of the full-year 2025 EPS guidance range to $4.30 to $4.70 may be viewed negatively.
Debt Offering
- Sempra closed a public offering of $400 million of 6.625% Fixed-to-Fixed Reset Rate Junior Subordinated Notes due 2055 and $600 million of 6.550% Fixed-to-Fixed Reset Rate Junior Subordinated Notes due 2055.
- The total proceeds to Sempra from the sale of the notes were approximately $990 million, after deducting underwriting discounts but before deducting offering expenses estimated at $1.7 million.
Quarterly Report
- Sempra established an ATM program to offer and sell shares of common stock with an aggregate gross sales price of up to $3.0 billion.
- The company intends to use the net proceeds for working capital and other general corporate purposes, including to partly finance anticipated increases to its long-term capital plan and to repay outstanding commercial paper and potentially other indebtedness.
Quarterly Report
- Sempra's third quarter earnings were worse than the same period last year due to lower revenues and higher interest expenses.
- Sempra California's earnings were worse than the same period last year due to lower income tax benefits and higher net interest expenses.
- Sempra Texas Utilities' earnings were worse than the same period last year due to lower equity earnings from Oncor Holdings.
Quarterly Report
- The company has put in place a $3 billion at-the-market (ATM) equity offering program to support general corporate purposes including its future financing needs.
Quarterly Report
- Third-quarter 2024 GAAP and adjusted earnings were lower compared to the same period in 2023.
- The company has lowered its full-year 2024 GAAP EPS guidance range.
Debt Offering Announcement
- Sempra has raised $1.25 billion through the issuance of junior subordinated notes.
- The net proceeds to the company are approximately $1.238 billion after deducting underwriting discounts.
Debt Issuance Announcement
- Southern California Gas Company is raising $600 million through the issuance of First Mortgage Bonds.
- The net proceeds are estimated to be approximately $593.2 million after deducting the underwriting discount.
Quarterly Report
- Sempra completed an offering of 19,242,010 shares of its common stock in November 2023.
- Sempra has forward sale agreements for 17,142,858 shares of its common stock, which may be settled no later than December 31, 2024.
Quarterly Report
- Sempra's year-to-date earnings were worse than the same period last year, primarily due to lower income tax benefits and unrealized losses on commodity derivatives.
Quarterly Report
- The Energa Costa Azul LNG Phase 1 project has experienced labor and productivity challenges, which has delayed the expected mechanical completion and first LNG to 2025, with commercial operations targeted for spring 2026.
Quarterly Report
- Sempra's adjusted earnings for the second quarter of 2024 were lower than the same period in 2023.
- Sempra's adjusted earnings for the first six months of 2024 were also lower than the same period in 2023.
Debt Offering Announcement
- Sempra raised $500 million through the issuance of junior subordinated notes.
- The proceeds will be used for general corporate purposes.
Quarterly Report
- Sempra completed an offering of 17,142,858 shares of common stock in November 2023.
- The company expects to settle forward sale agreements related to the offering by December 31, 2024, which may result in additional cash proceeds.
- Sempra may elect cash settlement or net share settlement for all or a portion of its obligations under the forward sale agreements.
Quarterly Report
- Sempra's earnings were worse than expected due to lower natural gas prices and unrealized losses on commodity derivatives.
- Sempra California's earnings were worse than expected due to lower CPUC base operating margin and higher interest expenses.
- Sempra Infrastructure's earnings were worse than expected due to unrealized losses on commodity derivatives and lower transportation revenues.
Quarterly Report
- Sempra's GAAP earnings decreased from $969 million in Q1 2023 to $801 million in Q1 2024.
- Adjusted earnings also decreased from $922 million in Q1 2023 to $854 million in Q1 2024.
Proxy Statement Supplement
- Sempra achieved record revenue of $16.7B in 2023.
- GAAP EPS has grown at a 22.9% CAGR and adjusted EPS has grown at a 10.3% CAGR from 2018-2023.
- Sempra increased its five-year capital plan by 20% to $48 billion.
Proxy Statement
- Sempra's business strategy helped the company deliver a series of record financial results in 2023.
- The company's total shareholder return has outpaced the return of the S&P 500 Utilities Index during the past one, three and five years.
- Sempra California reduced methane emissions by approximately 70% from 2015 levels through 2022.
- 2023 annual bonuses were achieved at 176% of target based on performance on ABP Earnings, Safety Measures, and Sustainability Measures.
- The overall payout for the 2021-2023 LTIP awards based on relative TSR and EPS growth was 163% of target.
Debt Issuance Announcement
- San Diego Gas & Electric is raising $600 million through the issuance of first mortgage bonds.
- The net proceeds are estimated to be approximately $588.7 million after deducting the underwriting discount but before deducting the company's estimated offering expenses.
Debt Issuance Announcement
- Southern California Gas Company raised $500 million through the issuance of First Mortgage Bonds.
- The proceeds will be used for general corporate purposes.
Debt Offering Announcement
- Sempra has raised $600 million through the issuance of 6.875% Fixed-to-Fixed Reset Rate Junior Subordinated Notes due 2054.
- The net proceeds to the company were approximately $594 million after deducting underwriting discounts but before other expenses.
Debt Offering Announcement
- Southern California Gas Company is raising $500 million through the issuance of First Mortgage Bonds.
- The net proceeds are estimated to be approximately $492.4 million after deducting underwriting discounts.
Annual Results
- Sempra's full-year 2023 GAAP earnings of $3.03 billion were significantly better than the $2.09 billion reported in 2022.
Disclaimer: This summary was generated by artificial intelligence and its accuracy is not guaranteed. The information provided here is for general informational purposes only and does not constitute financial advice, recommendation, or endorsement of any kind. It may contain errors or omissions. You should not rely on this information to make financial decisions. Always seek the advice of a qualified financial professional before making any investment or financial decisions. Use of this information is at your own risk.