10-K: Sempra's 2024 10-K Filing: Focus on Infrastructure and Regulatory Landscape
Summary
- Sempra's 10-K filing for the fiscal year ended December 31, 2024, provides an overview of the company's operations, strategy, and financial performance.
- Sempra is a California-based holding company with energy infrastructure investments in North America.
- The company operates through three main segments: Sempra California, Sempra Texas Utilities, and Sempra Infrastructure.
- Sempra California includes SDG&E and SoCalGas, regulated public utilities providing electric and gas services.
- Sempra Texas Utilities holds investments in Oncor Holdings and Sharyland Holdings, operating in the Texas electricity transmission and distribution market.
- Sempra Infrastructure focuses on LNG, energy networks, and low carbon solutions in the U.S. and Mexico.
- Sempra's mission is to be North America's premier energy infrastructure company, focusing on transmission and distribution investments.
- The company's strategy includes delivering safe, reliable, and increasingly clean energy affordably to customers and increasing shareholder value.
- Sempra aims to achieve net-zero scope 1 and 2 GHG emissions by 2050, with an interim target of 50% reduction by 2035 for Sempra California and Sempra Infrastructure Mexico (non-LNG) operations.
- The company faces risks related to California wildfires, regulatory actions, cybersecurity threats, and the availability and cost of capital resources.
- Sempra's ability to pay dividends and meet obligations depends on the performance of its subsidiaries and equity method investments.
- The company is subject to complex tax and accounting requirements, as well as environmental and climate change regulations.
- Sempra is involved in various legal proceedings, including those related to the Aliso Canyon natural gas storage facility leak and challenges to franchise agreements.
- The company's executive team includes Jeffrey W. Martin (Chairman, CEO and President), Karen L. Sedgwick (Executive Vice President and CFO), and Justin C. Bird (Executive Vice President and CEO, Sempra Infrastructure).
Sentiment
Score: 6
Explanation: The document presents a mixed sentiment. While Sempra is making progress on its strategic goals and has significant assets, it faces numerous risks and challenges, including regulatory hurdles, environmental concerns, and litigation. The decrease in earnings and revenue also contributes to a neutral sentiment.
Positives
- Sempra is focused on transmission and distribution investments, which are expected to produce stable cash flows and earnings visibility.
- The company is expanding its regulated public utility presence into Texas through its interests in Oncor and Sharyland Utilities.
- Sempra Infrastructure is developing and operating LNG and natural gas infrastructure in the U.S. and Mexico.
- The company is pursuing or evaluating development opportunities for LNG projects, including Cameron LNG Phase 2, ECA LNG Phase 2, PA LNG Phase 2, and Vista Pacifico LNG.
- Sempra is constructing the Cimarrón Wind project, a 320 MW wind generation facility in Baja California, Mexico, with a 20-year PPA with Silicon Valley Power.
- The company is decarbonizing its operations with a goal to have net-zero scope 1 and 2 GHG emissions by 2050.
Negatives
- Sempra faces potential liability for damages from California wildfires, regardless of fault.
- The company is subject to extensive regulation by the CPUC, CRE, DOE, FERC, IRS, PUCT, and other regulatory bodies.
- Sempra faces risks related to environmental and climate change regulation and the costs of the energy transition.
- The company is involved in litigation related to the Aliso Canyon natural gas storage facility leak, which could result in significant costs and liabilities.
- Sempra's ability to influence the management, operations, and policies of Oncor is limited by certain ring-fencing measures and governance mechanisms.
- The company's international businesses and operations expose it to increased legal, regulatory, tax, economic, geopolitical, credit, and management oversight risks and challenges.
Risks
- California wildfires pose risks to Sempra, SDG&E, and SoCalGas, including potential liability for damages and inability to recover costs.
- Regulatory actions, including denials of cost recovery and revocations of permits, could adversely affect Sempra's businesses.
- Cybersecurity threats could disrupt operations and compromise sensitive information.
- The availability and cost of debt or equity financing could be negatively affected by market and economic conditions.
- Environmental and climate change regulation could increase costs and limit development opportunities.
- Project development activities may not be successful, and projects under construction may not be completed on schedule or within budget.
- Sempra faces risks from increased competition in the energy market.
- The company may not be able to secure, maintain, extend, or replace long-term supply, sales, or capacity agreements.
- Sempra's international businesses and operations expose it to increased legal, regulatory, tax, economic, geopolitical, credit, and management oversight risks and challenges.
Future Outlook
Sempra expects to make capital expenditures for PP&E and investments of approximately $12.5 billion in 2025. From 2025 through 2029, Sempra expects to make aggregate capital expenditures for PP&E and investments of approximately $41.4 billion.
Management Comments
- Our mission is to be North America's premier energy infrastructure company.
- We are primarily focused on transmission and distribution investments, among other areas, that we believe are capable of producing stable cash flows and earnings visibility, with the goals of delivering safe, reliable and increasingly clean forms of energy affordably to customers and increasing shareholder value.
Industry Context
The document reflects the ongoing energy transition in California and North America, with a focus on renewable energy, low carbon solutions, and the modernization of energy infrastructure. It also highlights the increasing regulatory scrutiny and the need for utilities to adapt to changing market conditions and environmental policies.
Comparison to Industry Standards
- The document does not provide specific comparisons to industry standards or competitors.
- However, it mentions that Sempra competes with other companies in the energy infrastructure market, including public or state-operated companies and their affiliates.
- The document also notes that North America benefits from numerous competitive advantages as a potential supplier of LNG to world markets, including high levels of developed and undeveloped natural gas resources, flexible and mature oil and gas markets, and availability of extensive natural gas pipeline transmission systems.
Stakeholder Impact
- The document highlights the impact on affordability of SDG&Es and SoCalGas customer rates due to volatility in inflation, interest rates, and commodity prices.
- It also discusses the potential impact on key stakeholders such as shareholders, employees, customers, suppliers, and creditors.
- The document mentions the importance of safety and reliability for customers and the communities served by Sempra's businesses.
Next Steps
- Sempra will continue to execute its capital expenditures plan, focusing on transmission and distribution investments.
- The company will pursue development opportunities for LNG projects, including Cameron LNG Phase 2, ECA LNG Phase 2, PA LNG Phase 2, and Vista Pacifico LNG.
- Sempra will continue to construct the Cimarrón Wind project and work towards its commercial operations in the first half of 2026.
- The company will manage its financial risks, including commodity price risk, interest rate risk, and foreign currency exchange rate risk.
- Sempra will continue to comply with environmental and climate change regulations and work towards its net-zero GHG emissions goals.
- The company will address ongoing legal proceedings and regulatory matters.
Legal Proceedings
- SDG&E is involved in two lawsuits challenging various aspects of the natural gas and electric franchise agreements granted by the City of San Diego.
- SoCalGas is involved in litigation related to the Aliso Canyon natural gas storage facility leak.
- Sempra Infrastructure is engaged in disputes regarding title to property in Mexico where its ECA Regas Facility is situated and its ECA LNG projects are expected to be situated.
- Sempra Infrastructure is subject to regulatory actions by the Mexican government, including potential revocation of self-supply permits.
Related Party Transactions
- 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.
- SDG&E and SoCalGas are also affected by numerous advocacy groups, including California Public Advocates Office, The Utility Reform Network, Utility Consumers Action Network and the Sierra Club.
- Sempra Infrastructure also faces risks related to doing business with PEMEX and the CFE, which are Mexican state-owned enterprises, including their financial solvency and regulation by the Mexican government and the risk that they fail to meet their respective contractual obligations, among others.
Key Dates
- 1867: SoCalGas began operations.
- 1881: SDG&E began operations.
- 1998: Sempra was formed through a business combination of Enova Corporation and Pacific Enterprises.
- October 23, 2015: Date of the leak at the SoCalGas Aliso Canyon natural gas storage facility injection-and-withdrawal well, SS25, discovered by SoCalGas.
- July 2019: The Wildfire Legislation was signed into law in California.
- July 2021: SDG&E's electric and natural gas franchise agreements for the City of San Diego went into effect.
- 2026: SB 100 requires each California electric utility, including SDG&E, to procure at least 50% of its annual retail electricity delivered from renewable energy or zero-carbon sources.
- 2027: Oncor's next base rate review must be filed no later than June 2027.
- 2027: Expected commercial operations of the first train of the PA LNG Phase 1 project.
- 2028: Expected commercial operations of the second train of the PA LNG Phase 1 project.
- 2028: Firm storage service agreements and nitrogen injection service agreements with Shell and SEFE that expire in May 2028 and December 2025, respectively.
- 2029: Sempra Infrastructure has an LNG SPA through 2029 with Tangguh PSC for the supply of the equivalent of 500 MMcf of natural gas per day.
- 2030: SB 100 requires each California electric utility, including SDG&E, to procure at least 60% of its annual retail electricity delivered from renewable energy or zero-carbon sources.
- 2035: SB 100 requires each California electric utility, including SDG&E, to procure at least 90% of its annual retail electricity delivered from renewable energy or zero-carbon sources.
- 2040: SB 100 requires each California electric utility, including SDG&E, to procure at least 95% of its annual retail electricity delivered from renewable energy or zero-carbon sources.
- 2045: State law also requires California's retail electricity supply to be met with a mix of RPS Program-eligible and zero-carbon sources by 2045 without increasing carbon emissions elsewhere in the western grid or allowing resource shuffling.
- 2045: AB 1279 requires the State of California to achieve net-zero GHG emissions no later than 2045, and to achieve and maintain net negative GHG emissions thereafter.
- 2050: Sempra aims to have net-zero scope 1 and 2 GHG emissions by 2050.
- February 19, 2025: Date of common stock outstanding as of February 19, 2025: Sempra 651,457,249 shares.
- February 25, 2025: Date of the report.
- May 2025: Portions of the Sempra proxy statement to be filed for its May 2025 annual meeting of shareholders are incorporated by reference into Part III of this annual report on Form 10-K.
- June 2025: Portions of the Southern California Gas Company information statement to be filed for its June 2025 annual meeting of shareholders are incorporated by reference into Part III of this annual report on Form 10-K.
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.