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ACQUISITIONS, DIVESTITURES AND DISCONTINUED OPERATIONS
6 Months Ended
Jun. 30, 2020
Business Combinations [Abstract]  
ACQUISITIONS, DIVESTITURES AND DISCONTINUED OPERATIONS ACQUISITIONS, DIVESTITURES AND DISCONTINUED OPERATIONS
We consolidate assets acquired and liabilities assumed as of the purchase date and include earnings from acquisitions in consolidated earnings after the purchase date.
ACQUISITION
Sempra Texas Utilities
TTHC
In February 2020, STIH acquired an additional indirect 0.1975% interest in Oncor through its acquisition of a 1% interest in TTHC from Hunt Strategic Utility Investment, L.L.C. (Hunt), including notes receivable due from TTHC with an aggregate outstanding balance of approximately $6 million, for a total purchase price of approximately $23 million in cash, bringing Sempra Energy’s indirect ownership in Oncor to approximately 80.45%. TTHC indirectly owns 100% of TTI, which owns 19.75% of Oncor’s outstanding membership interests. At the acquisition date, we determined the fair value of the notes receivable was $7 million based on a discounted cash flow model, and attributed $16 million to the investment in TTHC, which we recorded as an equity method investment.
STIH’s acquisition of the 1% interest is the subject of a lawsuit filed in the Delaware Court of Chancery by the owners of the remaining 99% ownership interest in TTHC. STIH purchased its 1% interest in TTHC in February 2020 after the Delaware Court of Chancery decided, among other things, that STIH’s right to purchase the 1% interest was superior to that of the remaining owners of TTHC. The remaining owners appealed that decision and, in May 2020, the Delaware Supreme Court reversed the Delaware Court of Chancery’s ruling and remanded the case back to the Delaware Court of Chancery to take actions as necessary to conform to the opinion of the Delaware Supreme Court.
As a result of the Delaware Supreme Court ruling, we reclassified the notes receivable due from TTHC and equity method investment in TTHC, totaling $23 million, to Accounts Receivable – Other, Net, on Sempra Energy’s Condensed Consolidated Balance Sheet, in anticipation of a rescission of STIH’s purchase of the 1% interest, which would return Sempra Energy’s indirect ownership in Oncor to 80.25%. Any rescission of this sale is dependent on a forthcoming decision from the Delaware Court of Chancery.
Sharyland Holdings
In May 2019, Sempra Energy acquired an indirect, 50% interest in Sharyland Holdings for $95 million (net of $7 million post-closing adjustments) pursuant to the Securities Purchase Agreement. In connection with and prior to the consummation of the Securities Purchase Agreement, Sharyland Holdings owned 100% of the membership interests in Sharyland Utilities, LP and Sharyland Utilities, LP converted into a limited liability company, named Sharyland Utilities, L.L.C. We account for our indirect, 50% interest in Sharyland Holdings as an equity method investment.
DIVESTITURES
Sempra Renewables
In April 2019, Sempra Renewables completed the sale of its remaining wind assets and investments to AEP for $569 million, net of transaction costs, and recorded a $61 million ($45 million after tax and NCI) gain, which is included in Gain on Sale of Assets on Sempra Energy’s Condensed Consolidated Statements of Operations for the three months and six months ended June 30, 2019.
Upon completion of the sale, remaining nominal business activities at Sempra Renewables were subsumed into Parent and other and the Sempra Renewables segment ceased to exist.
Sempra LNG
In February 2019, Sempra LNG completed the sale of its non-utility natural gas storage assets in the southeast U.S. (comprised of Mississippi Hub and Bay Gas), which we classified as held for sale at December 31, 2018, to an affiliate of ArcLight Capital Partners and received cash proceeds of $322 million, net of transaction costs. In January 2019, Sempra LNG completed the sale of other non-utility assets for $5 million.
DISCONTINUED OPERATIONS
In January 2019, our board of directors approved a plan to sell our South American businesses. We determined that these businesses, which previously constituted the Sempra South American Utilities segment, and certain activities associated with those businesses, met the held-for-sale criteria. These businesses are presented as discontinued operations, as the sales represent a strategic shift that will have a major effect on our operations and financial results. Upon completion of these sales, we no longer have continuing involvement in or the ability to exercise significant influence on the operating or financial policies of these operations. Accordingly, the results of operations, financial position and cash flows for these businesses have been presented as discontinued operations for all periods presented.
Discontinued operations that were previously in the Sempra South American Utilities segment include our former 100% interest in Chilquinta Energía in Chile, our former 83.6% interest in Luz del Sur in Peru and our former interests in two energy-services companies, Tecnored and Tecsur, which provide electric construction and infrastructure services to Chilquinta Energía and Luz del Sur, respectively, as well as third parties. 
On April 24, 2020, we completed the sale of our equity interests in our Peruvian businesses, including our 83.6% interest in Luz del Sur and our interest in Tecsur, to an affiliate of China Yangtze Power International (Hongkong) Co., Limited for cash proceeds of $3,549 million, net of transaction costs and as adjusted for post-closing adjustments, and recorded a pretax gain of $2,271 million ($1,499 million after tax).
On June 24, 2020, we completed the sale of our equity interests in our Chilean businesses, including our 100% interest in Chilquinta Energía and Tecnored and our 50% interest in Eletrans, to State Grid International Development Limited for cash proceeds of $2,232 million, net of transaction costs and subject to post-closing adjustments, and recorded a pretax gain of $644 million ($255 million after tax).
In the three months and six months ended June 30, 2020, the pretax gains from the sales of our South American businesses are included in Gain on Sale of Discontinued Operations in the table below and the after-tax gains are included in Income from Discontinued Operations, Net of Income Tax, on the Sempra Energy Condensed Consolidated Statements of Operations.
Summarized results from discontinued operations were as follows:
DISCONTINUED OPERATIONS
 
 
 
 
 
 
 
(Dollars in millions)
 
 
 
 
 
 
 
 
Three months ended June 30,
 
Six months ended June 30,
 
2020(1)
 
2019
 
2020(1)
 
2019
Revenues
$
170

 
$
403

 
$
570

 
$
824

Cost of sales
(111
)
 
(251
)
 
(364
)
 
(516
)
Gain on sale of discontinued operations
2,915

 

 
2,915

 

Operating expenses
(20
)
 
(40
)
 
(66
)
 
(85
)
Interest and other
(3
)
 
(6
)
 
(3
)
 
(9
)
Income before income taxes and equity earnings
2,951

 
106

 
3,052

 
214

Income tax expense
(1,174
)
 
(29
)
 
(1,195
)
 
(180
)
Equity earnings

 
1

 

 
2

Income from discontinued operations, net of income tax
1,777

 
78

 
1,857

 
36

Earnings attributable to noncontrolling interests
(2
)
 
(8
)
 
(10
)
 
(17
)
Earnings from discontinued operations attributable to common shares
$
1,775

 
$
70

 
$
1,847

 
$
19

(1) 
Results include activity until deconsolidation of our Peruvian businesses on April 24, 2020 and Chilean businesses on June 24, 2020.


The following table summarizes the carrying amounts of the major classes of assets and related liabilities classified as held for sale in discontinued operations.
ASSETS HELD FOR SALE IN DISCONTINUED OPERATIONS
 
(Dollars in millions)
 
 
December 31, 2019
Cash and cash equivalents
$
74

Restricted cash(1)
1

Accounts receivable, net
303

Due from unconsolidated affiliates
2

Inventories
36

Other current assets
29

Current assets
$
445

 
 
Due from unconsolidated affiliates
$
54

Goodwill and other intangible assets
801

Property, plant and equipment, net
2,618

Other noncurrent assets
40

Noncurrent assets
$
3,513

 
 
Short-term debt
$
52

Accounts payable
201

Current portion of long-term debt and finance leases
85

Other current liabilities
106

Current liabilities
$
444

 
 
Long-term debt and finance leases
$
702

Deferred income taxes
284

Other noncurrent liabilities
66

Noncurrent liabilities
$
1,052


(1) 
Primarily represents funds held in accordance with Peruvian tax law.

As a result of the sales of our South American businesses, in the second quarter of 2020, we reclassified $645 million of cumulative foreign currency translation losses from AOCI to Gain on Sale of Discontinued Operations, which is included in Income from Discontinued Operations, Net of Income Tax, on the Sempra Energy Condensed Consolidated Statements of Operations.