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GENERAL INFORMATION AND OTHER FINANCIAL DATA
6 Months Ended
Jun. 30, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
GENERAL INFORMATION AND OTHER FINANCIAL DATA GENERAL INFORMATION AND OTHER FINANCIAL DATA
PRINCIPLES OF CONSOLIDATION
Sempra Energy
Sempra Energy’s Condensed Consolidated Financial Statements include the accounts of Sempra Energy, a California-based energy-services holding company, and its consolidated subsidiaries and VIEs. Sempra Global is the holding company for most of our subsidiaries that are not subject to California or Texas utility regulation. Sempra Energy’s businesses were managed within six separate reportable segments until April 2019 and five separate reportable segments thereafter, which we discuss in Note 12. All references in these Notes to our reportable segments are not intended to refer to any legal entity with the same or similar name.
SDG&E
SDG&E’s Condensed Consolidated Financial Statements include its accounts and the accounts of a VIE of which SDG&E was the primary beneficiary until August 23, 2019, at which time SDG&E deconsolidated the VIE. SDG&E’s common stock is wholly owned by Enova Corporation, which is a wholly owned subsidiary of Sempra Energy.
SoCalGas
SoCalGas’ common stock is wholly owned by Pacific Enterprises, which is a wholly owned subsidiary of Sempra Energy.
In this report, we refer to SDG&E and SoCalGas collectively as the California Utilities.
BASIS OF PRESENTATION
This is a combined report of Sempra Energy, SDG&E and SoCalGas. We provide separate information for SDG&E and SoCalGas as required. References in this report to “we,” “us,” “our” and “Sempra Energy Consolidated” are to Sempra Energy and its consolidated entities, unless otherwise indicated by the context. We have eliminated intercompany accounts and transactions within the consolidated financial statements of each reporting entity.
Throughout this report, we refer to the following as Condensed Consolidated Financial Statements and Notes to Condensed Consolidated Financial Statements when discussed together or collectively:
the Condensed Consolidated Financial Statements and related Notes of Sempra Energy and its subsidiaries and VIEs;
the Condensed Consolidated Financial Statements and related Notes of SDG&E and its VIE (until deconsolidation of Otay Mesa VIE in August 2019); and
the Condensed Financial Statements and related Notes of SoCalGas.
We have prepared the Condensed Consolidated Financial Statements in conformity with U.S. GAAP and in accordance with the interim-period-reporting requirements of Form 10-Q. Results of operations for interim periods are not necessarily indicative of results for the entire year or for any other period. We evaluated events and transactions that occurred after June 30, 2020 through the date the financial statements were issued and, in the opinion of management, the accompanying statements reflect all adjustments necessary for a fair presentation. These adjustments are only of a normal, recurring nature.
All December 31, 2019 balance sheet information in the Condensed Consolidated Financial Statements has been derived from our audited 2019 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.
You should read the information in this report in conjunction with the Annual Report.
Discontinued Operations
In January 2019, our board of directors approved a plan to sell our South American businesses based on our strategic focus on North America. We determined that these businesses, which previously constituted the Sempra South American Utilities segment, and certain activities associated with these businesses, met the held-for-sale criteria. These businesses are presented as discontinued operations, which we discuss further in Note 5, as the sales represent a strategic shift that will have a major effect on our operations and financial results. We completed the sales in the second quarter of 2020. Our discussions in the Notes below relate only to our continuing operations unless otherwise noted.
Regulated Operations
The California Utilities and Sempra Mexico’s natural gas distribution utility, Ecogas, prepare their financial statements in accordance with the provisions of U.S. GAAP governing rate-regulated operations. We discuss the effects of regulation and revenue recognition at our utilities in Notes 1 and 3 of the Notes to Consolidated Financial Statements in the Annual Report.
Our Sempra Texas Utilities segment is comprised of our equity method investments in holding companies that own interests in regulated electric transmission and distribution utilities in Texas.
Our Sempra Mexico segment includes the operating companies of our subsidiary, IEnova, as well as certain holding companies and risk management activity. Certain business activities at IEnova are regulated by the CRE and meet the regulatory accounting requirements of U.S. GAAP. Pipeline projects under construction at IEnova that meet the regulatory accounting requirements of U.S. GAAP record the impact of AFUDC related to equity. We discuss AFUDC below and in Note 1 of the Notes to Consolidated Financial Statements in the Annual Report.
CASH, CASH EQUIVALENTS AND RESTRICTED CASH
The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported on Sempra Energy’s Condensed Consolidated Balance Sheets to the sum of such amounts reported on Sempra Energy’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)
 
June 30,
December 31,
 
2020
2019
Sempra Energy Consolidated:
 
 
Cash and cash equivalents
$
4,894

$
108

Restricted cash, current
33

31

Restricted cash, noncurrent
3

3

Cash, cash equivalents and restricted cash in discontinued operations

75

Total cash, cash equivalents and restricted cash on the Condensed Consolidated Statements of Cash Flows
$
4,930

$
217


In the Sempra Energy Condensed Consolidated Statement of Cash Flows for the six months ended June 30, 2020, the ending cash, cash equivalents and restricted cash balance in discontinued operations of $4.6 billion is considered to be cash, cash equivalents and restricted cash for continuing operations following the sales of the South American businesses.
CREDIT LOSSES
We are exposed to credit losses from financial assets measured at amortized cost, including trade and other accounts receivable and amounts due from unconsolidated affiliates. We are also exposed to credit losses from off-balance sheet arrangements through our guarantees of Cameron LNG JV’s debt.
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 receivable, historical and industry trends, counterparty creditworthiness, economic conditions and specific events, such as bankruptcies. We write off financial assets measured at amortized cost in the period in which we deem they are not recoverable. We record recoveries of amounts previously written off when it is known that they will be recovered.
In connection with the COVID-19 pandemic, the California Utilities have implemented certain measures to assist customers, including suspending service disconnections due to nonpayment for residential and small business customers, waiving late payment fees for business customers, and offering flexible payment plans for customers experiencing difficulty paying their electric or gas bills. As we discuss in Note 4, the CPUC authorized each of the California Utilities to establish a CPPMA to track and request recovery of incremental costs, including uncollectible expenses, associated with complying with residential and small business customer relief measures implemented by the CPUC related to the COVID-19 pandemic. As of June 30, 2020, the California Utilities have evaluated the impact of the COVID-19 pandemic, including the measures described above, on their respective allowances for credit losses for customer receivables. Our businesses will continue to monitor macroeconomic factors and customer payment patterns when evaluating their allowances for credit losses in future reporting periods, which may increase materially due to the effects of the COVID-19 pandemic or other factors.
We provide below allowances and changes in allowances for credit losses for trade and other accounts receivable, excluding allowances related to amounts due from unconsolidated affiliates and off-balance sheet arrangements, which we discuss separately below the table.
TRADE AND OTHER ACCOUNTS RECEIVABLE  ALLOWANCES FOR CREDIT LOSSES
(Dollars in millions)
 
 
 
Sempra Energy Consolidated(1)
SDG&E(2)
SoCalGas(3)
Allowances for credit losses at December 31, 2019
$
29

$
14

$
15

Incremental allowance upon adoption of ASU 2016-13
1



Provisions for expected credit losses
21

9

12

Write-offs
(7
)
(4
)
(3
)
Allowances for credit losses at June 30, 2020
$
44

$
19

$
24

(1) 
Balance at June 30, 2020 includes $19 million and $25 million in Accounts Receivable – Trade, Net and Accounts Receivable – Other, Net, respectively.
(2) 
Balance at June 30, 2020 includes $7 million and $12 million in Accounts Receivable – Trade, Net and Accounts Receivable – Other, Net, respectively.
(3) 
Balance at June 30, 2020 includes $11 million and $13 million in Accounts Receivable – Trade, Net and Accounts Receivable – Other, Net, respectively.

For amounts due from unconsolidated affiliates and off-balance sheet arrangements, on a quarterly basis, we evaluate credit losses and record allowances for expected credit losses, if necessary, based on credit quality indicators such as external credit ratings, published default rate studies, the maturity date of the instrument and past delinquencies. However, we do not record allowances for expected credit losses related to accrued interest receivable on loans due from unconsolidated affiliates because we write off such amounts, if any, through a reversal of interest income in the period we determine such amounts are uncollectible. In the absence of external credit ratings, we may utilize an internally developed credit rating based on our analysis of a counterparty’s financial statements to determine our expected credit losses.
As we discuss below in “Transactions with Affiliates,” we have loans due from unconsolidated affiliates with varying tenors, interest rates and currencies. We provide below the changes in allowances for credit losses for loans and other amounts due from unconsolidated affiliates.
AMOUNTS DUE FROM UNCONSOLIDATED AFFILIATES  ALLOWANCES FOR CREDIT LOSSES
 
(Dollars in millions)
 
Sempra Energy Consolidated(1)
Allowances for credit losses at December 31, 2019
$

Allowance established upon adoption of ASU 2016-13
6

Reduction to expected credit losses
(3
)
Allowances for credit losses at June 30, 2020
$
3

(1) 
Balance at June 30, 2020 includes negligible amounts and $3 million in Due from Unconsolidated Affiliates – Current and Due from Unconsolidated Affiliates – Noncurrent, respectively.

As we discuss in Note 6 of the Notes to Consolidated Financial Statements in the Annual Report, Sempra LNG has provided guarantees for a maximum aggregate amount of $4.0 billion associated with Cameron LNG JV’s debt obligations. We established a liability for credit losses of $6 million for this off-balance sheet arrangement upon adoption of ASU 2016-13 on January 1, 2020 and we subsequently reduced this liability by $2 million in the six months ended June 30, 2020 through a reduction to credit loss expense, which is included in O&M on the Sempra Energy Condensed Consolidated Statement of Operations. At June 30, 2020, expected credit losses of $4 million are included in Other Current Liabilities on the Sempra Energy Condensed Consolidated Balance Sheet.
CONCENTRATION OF CREDIT RISK
Credit risk is the risk of loss that would be incurred as a result of nonperformance by our counterparties on their contractual obligations. We have policies governing the management of credit risk that are administered by the respective credit departments at each of our segments and overseen by their separate risk management committees.
This oversight includes calculating current and potential credit risk on a regular basis and monitoring actual balances in comparison to approved limits. We establish credit limits based on risk and return considerations under terms customarily available in the industry. We avoid concentration of counterparties whenever possible, and we believe our credit policies significantly reduce overall credit risk. These policies include an evaluation of:
prospective counterparties’ financial condition (including credit ratings)
collateral requirements
the use of standardized agreements that allow for the netting of positive and negative exposures associated with a single counterparty
downgrade triggers
We believe that we have provided adequate reserves for counterparty nonperformance.
In the six months ended June 30, 2020, four customers each represented 10% or more of Sempra Mexico’s revenues (including intercompany transactions with affiliates consolidated by Sempra Energy). Additionally, for the same period, certain of our unconsolidated equity method investees (Oncor Holdings, Cameron LNG JV and IMG JV) had customers that each represented 10% or more of their respective revenues.
When our development projects become operational, we rely significantly on the ability of suppliers to perform under long-term agreements and on our ability to enforce contract terms in the event of nonperformance. Also, the factors that we consider in evaluating a development project include negotiating customer and supplier agreements and, therefore, we rely on these agreements for future performance. We also may condition our decision to go forward on development projects on first obtaining these customer and supplier agreements.
INVENTORIES
The components of inventories are as follows:
INVENTORY BALANCES
(Dollars in millions)
 
Natural gas
 
LNG
 
Materials and supplies
 
Total
 
June
 
December
 
June
 
December
 
June
 
December
 
June
 
December
 
30, 2020
 
31, 2019
 
30, 2020
 
31, 2019
 
30, 2020
 
31, 2019
 
30, 2020
 
31, 2019
Sempra Energy Consolidated
$
86

 
$
110

 
$
7

 
$
9

 
$
174

 
$
158

 
$
267

 
$
277

SDG&E

 
1

 

 

 
101

 
93

 
101

 
94

SoCalGas
64

 
90

 

 

 
54

 
46

 
118

 
136


WILDFIRE FUND
On July 12, 2019, the Wildfire Legislation was signed into law to address certain issues related to catastrophic wildfires in the State of California and their impact on electric IOUs. We discuss the Wildfire Legislation further in Note 1 of the Notes to Consolidated Financial Statements in the Annual Report.
In a complaint filed in U.S. District Court for the Northern District of California in July 2019, plaintiffs seek to invalidate AB 1054, which established the Wildfire Fund, based on allegations that the legislation violates federal law. The California Attorney General has moved to dismiss the complaint.
In June 2020, the CPUC approved SDG&E’s 2020 wildfire mitigation plan, which will be effective until the CPUC approves a new plan. In addition, SDG&E submitted its request to the CPUC for a 2020 safety certification on June 16, 2020 and the CPUC may take up to 90 days to issue a new certificate. SDG&E’s existing safety certification remains valid until this pending request is resolved.
PG&E received bankruptcy court approval to participate in the Wildfire Fund and made its initial and first annual shareholder contributions in July 2020.
Wildfire Fund Asset and Obligation
In the third quarter of 2019, SDG&E recorded both a Wildfire Fund asset and a related obligation of $451.5 million for its commitment to make shareholder contributions to the Wildfire Fund, measured at present value as of July 25, 2019 (the date by which both Edison and SDG&E opted to contribute to the Wildfire Fund). SDG&E is amortizing the Wildfire Fund asset on a straight-line basis over the estimated period of benefit, as adjusted for utilization by the participating IOUs. The estimated period of benefit of the Wildfire Fund asset is 15 years as of June 30, 2020. SDG&E accretes the present value of the Wildfire Fund obligation until the liability is settled.
We will periodically reevaluate the estimated period of benefit of the Wildfire Fund asset based on actual experience and changes in assumptions. SDG&E may recognize a reduction of its Wildfire Fund asset and record a charge against earnings in the period when there is a reduction of the available coverage due to recoverable claims from any of the participating IOUs. The reduction to the Wildfire Fund asset may be proportionate to the Wildfire Fund’s consumption (i.e., recoveries for outstanding wildfire claims that are recoverable from the Wildfire Fund, net of anticipated or actual reimbursement to the Wildfire Fund by the responsible IOU, would decrease the Wildfire Fund asset and remaining available coverage). In the six months ended June 30, 2020, there were no such known claims from the participating IOUs requiring a reduction of the Wildfire Fund asset.
The following table summarizes the location of balances related to the Wildfire Fund on Sempra Energy’s and SDG&E’s Condensed Consolidated Balance Sheets and Condensed Consolidated Statements of Operations.
WILDFIRE FUND
 
 
 
 
 
(Dollars in millions)
 
 
 
 
 
 
Location
 
June 30,
 2020
 
December 31,
 2019
Wildfire Fund asset:
 
 
 
 
 
Current
Other Current Assets(1)
 
$
29

 
$
29

Noncurrent
Wildfire Fund
 
378

 
392

Wildfire Fund obligation:
 
 
 
 
 
Current
Other Current Liabilities
 
$
13

 
$
13

Noncurrent
Deferred Credits and Other
 
87

 
86

 
 
 
Three months ended
 
Six months ended
 
 
 
June 30, 2020
 
June 30, 2020
Amortization of Wildfire Fund asset
Operation and Maintenance
 
$
7

 
$
14

Accretion of Wildfire Fund obligation
Operation and Maintenance
 
1

 
1


(1) Included in Prepaid Expenses for SDG&E.
CAPITALIZED FINANCING COSTS
Capitalized financing costs include capitalized interest costs and AFUDC related to both debt and equity financing of construction projects. We capitalize interest costs incurred to finance capital projects and interest at equity method investments that have not commenced planned principal operations.
The table below summarizes capitalized interest and AFUDC.
CAPITALIZED FINANCING COSTS
(Dollars in millions)
 
Three months ended June 30,
 
Six months ended June 30,
 
2020
 
2019
 
2020
 
2019
Sempra Energy Consolidated
$
50

 
$
51

 
$
98

 
$
98

SDG&E
26

 
20

 
53

 
37

SoCalGas
14

 
11

 
25

 
22


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
SDG&E’s power procurement is subject to reliability requirements that may require SDG&E to enter into various PPAs that include variable interests. SDG&E evaluates the respective entities to determine if variable interests exist and, based on the qualitative and quantitative analyses described above, if SDG&E, and thereby Sempra Energy, is the primary beneficiary.
SDG&E has agreements under which it purchases power generated by facilities for which it supplies all of the natural gas to fuel the power plant (i.e., tolling agreements). SDG&E’s obligation to absorb natural gas costs may be a significant variable interest. In addition, SDG&E has the power to direct the dispatch of electricity generated by these facilities. Based on our analysis, the ability to direct the dispatch of electricity may have the most significant impact on the economic performance of the entity owning the generating facility because of the associated exposure to the cost of natural gas, which fuels the plants, and the value of electricity produced. To the extent that SDG&E (1) is obligated to purchase and provide fuel to operate the facility, (2) has the power to direct the dispatch, and (3) purchases all of the output from the facility for a substantial portion of the facility’s useful
life, SDG&E may be the primary beneficiary of the entity owning the generating facility. SDG&E determines if it is the primary beneficiary in these cases based on a qualitative approach in which we consider the operational characteristics of the facility, including its expected power generation output relative to its capacity to generate and the financial structure of the entity, among other factors. If we determine that SDG&E is the primary beneficiary, SDG&E and Sempra Energy consolidate the entity that owns the facility as a VIE.
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 Energy.
SDG&E determined that none of its contracts resulted in SDG&E being the primary beneficiary of a VIE at June 30, 2020 and December 31, 2019. The carrying amounts of the assets and liabilities that relate to SDG&E’s involvement with VIEs where SDG&E is not the primary beneficiary are included in PP&E and finance lease liabilities with balances of $1,246 million and $1,255 million at June 30, 2020 and December 31, 2019, 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.
Sempra Texas Utilities
Our 100% interest in Oncor Holdings is a VIE that owns an 80.25% interest in Oncor. Sempra Energy is not the primary beneficiary of the VIE because of the structural and operational ring-fencing and governance measures in place that prevent us from having the power to direct the significant activities of Oncor Holdings. As a result, we do not consolidate Oncor Holdings and instead account for our ownership interest as an equity method investment. See Note 6 for additional information about our equity method investment in Oncor Holdings and restrictions on our ability to influence its activities. Our maximum exposure to loss, which fluctuates over time, from our interest in Oncor Holdings does not exceed the carrying value of our investment, which was $11,758 million at June 30, 2020 and $11,519 million at December 31, 2019.
Sempra Mexico
Sempra Mexico’s businesses also enter into arrangements that could include variable interests. We evaluate these arrangements and applicable entities based on the qualitative and quantitative analyses described above. Certain of these entities are service or project companies that are VIEs because the total equity at risk is not sufficient for the entities to finance their activities without additional subordinated financial support. If we are the primary beneficiary of these companies, we consolidate them. At December 31, 2019, Sempra Mexico consolidated a VIE with assets totaling approximately $126 million, which consisted primarily of PP&E and other long-term assets.
Sempra LNG
Cameron LNG JV is a VIE principally due to contractual provisions that transfer certain risks to customers. Sempra Energy is not the primary beneficiary of the VIE because we do not have the power to direct the most significant activities of Cameron LNG JV, and therefore, we account for our investment in Cameron LNG JV under the equity method. The carrying value of our investment, including amounts recognized in AOCI related to interest-rate cash flow hedges at Cameron LNG JV, was $1,183 million at June 30, 2020 and $1,256 million at December 31, 2019. Our maximum exposure to loss, which fluctuates over time, includes the carrying value of our investment and guarantees that we discuss in Note 6 of the Notes to Consolidated Financial Statements in the Annual Report.
PENSION AND OTHER POSTRETIREMENT BENEFITS
Settlement Accounting for Lump Sum Payments
Sempra Energy recorded settlement charges of $4 million and $9 million in the three months and six months ended June 30, 2020, respectively, in net periodic benefit cost for lump sum payments from its nonqualified pension plan that were in excess of the plan’s service cost plus interest cost.
In June 2019, Sempra Energy recorded settlement charges of $22 million in net periodic benefit cost for lump sum payments from its nonqualified pension plan that were in excess of the plan’s service cost plus interest cost.
Net Periodic Benefit Cost
The following three tables provide the components of net periodic benefit cost.
NET PERIODIC BENEFIT COST – SEMPRA ENERGY CONSOLIDATED
(Dollars in millions)
 
Pension benefits
 
Other postretirement benefits
 
Three months ended June 30,
 
2020
 
2019
 
2020
 
2019
Service cost
$
33

 
$
28

 
$
4

 
$
4

Interest cost
33

 
35

 
8

 
9

Expected return on assets
(43
)
 
(36
)
 
(14
)
 
(17
)
Amortization of:
 
 
 
 
 
 
 
Prior service cost
3

 
3

 

 

Actuarial loss (gain)
8

 
7

 
(2
)
 
(3
)
Settlement charges
4

 
22

 

 

Net periodic benefit cost (credit)
38

 
59

 
(4
)
 
(7
)
Regulatory adjustments
22

 
3

 
4

 
7

Total expense recognized
$
60

 
$
62

 
$

 
$

 
 
 
 
 
 
 
 
 
Six months ended June 30,
 
2020
 
2019
 
2020
 
2019
Service cost
$
66

 
$
55

 
$
9

 
$
8

Interest cost
65

 
70

 
16

 
18

Expected return on assets
(85
)
 
(72
)
 
(27
)
 
(35
)
Amortization of:
 
 
 
 
 
 
 
Prior service cost (credit)
6

 
6

 
(1
)
 

Actuarial loss (gain)
17

 
21

 
(5
)
 
(5
)
Settlement charges
9

 
22

 

 

Net periodic benefit cost (credit)
78

 
102

 
(8
)
 
(14
)
Regulatory adjustments
(6
)
 
(33
)
 
8

 
14

Total expense recognized
$
72

 
$
69

 
$

 
$

NET PERIODIC BENEFIT COST – SDG&E
(Dollars in millions)
 
Pension benefits
 
Other postretirement benefits
 
Three months ended June 30,
 
2020
 
2019
 
2020
 
2019
Service cost
$
8

 
$
7

 
$
1

 
$
1

Interest cost
8

 
8

 
1

 
2

Expected return on assets
(12
)
 
(9
)
 
(2
)
 
(3
)
Amortization of:
 
 
 
 
 
 
 
Prior service cost

 
1

 

 

Actuarial loss
1

 
3

 

 

Net periodic benefit cost
5

 
10

 

 

Regulatory adjustments
9

 
(1
)
 

 

Total expense recognized
$
14

 
$
9

 
$

 
$

 
 
 
 
 
 
 
 
 
Six months ended June 30,
 
2020
 
2019
 
2020
 
2019
Service cost
$
16

 
$
15

 
$
2

 
$
2

Interest cost
15

 
17

 
3

 
4

Expected return on assets
(25
)
 
(20
)
 
(5
)
 
(6
)
Amortization of:

 
 
 

 
 
Prior service cost
1

 
2

 

 
1

Actuarial loss (gain)
2

 
7

 
(1
)
 
(1
)
Net periodic benefit cost (credit)
9

 
21

 
(1
)
 

Regulatory adjustments
6

 
(12
)
 
1

 

Total expense recognized
$
15

 
$
9

 
$

 
$

NET PERIODIC BENEFIT COST – SOCALGAS
(Dollars in millions)
 
Pension benefits
 
Other postretirement benefits
 
Three months ended June 30,
 
2020
 
2019
 
2020
 
2019
Service cost
$
22

 
$
18

 
$
4

 
$
3

Interest cost
22

 
22

 
6

 
7

Expected return on assets
(27
)
 
(23
)
 
(11
)
 
(15
)
Amortization of:
 
 
 
 
 
 
 
Prior service cost (credit)
2

 
2

 
(1
)
 

Actuarial loss (gain)
7

 
2

 
(2
)
 
(2
)
Net periodic benefit cost (credit)
26

 
21

 
(4
)
 
(7
)
Regulatory adjustments
13

 
4

 
4

 
7

Total expense recognized
$
39

 
$
25

 
$

 
$

 
 
 
 
 
 
 
 
 
Six months ended June 30,
 
2020
 
2019
 
2020
 
2019
Service cost
$
44

 
$
34

 
$
7

 
$
6

Interest cost
44

 
45

 
12

 
14

Expected return on assets
(54
)
 
(47
)
 
(21
)
 
(29
)
Amortization of:
 
 
 
 

 
 
Prior service cost (credit)
4

 
4

 
(1
)
 
(1
)
Actuarial loss (gain)
13

 
11

 
(4
)
 
(4
)
Net periodic benefit cost (credit)
51

 
47

 
(7
)
 
(14
)
Regulatory adjustments
(12
)
 
(21
)
 
7

 
14

Total expense recognized
$
39

 
$
26

 
$

 
$


Benefit Plan Contributions
The following table shows our year-to-date contributions to pension and other postretirement benefit plans and the amounts we expect to contribute in 2020.
BENEFIT PLAN CONTRIBUTIONS
(Dollars in millions)
 
 
Sempra Energy
Consolidated
 
SDG&E
 
SoCalGas
Contributions through June 30, 2020:
 
 
 
 
 
 
Pension plans
 
$
82

 
$
13

 
$
38

Other postretirement benefit plans
 
3

 

 

Total expected contributions in 2020:
 
 
 
 
 
 
Pension plans
 
$
268

 
$
53

 
$
154

Other postretirement benefit plans
 
7

 

 
1


RABBI TRUST
In support of its Supplemental Executive Retirement, Cash Balance Restoration and Deferred Compensation Plans, Sempra Energy maintains dedicated assets, including a Rabbi Trust and investments in life insurance contracts, which totaled $463 million and $488 million at June 30, 2020 and December 31, 2019, respectively.
SEMPRA ENERGY EARNINGS PER COMMON SHARE
Basic EPS is calculated by dividing earnings attributable to common shares (from both continuing and discontinued operations) by the weighted-average number of common shares outstanding for the period. Diluted EPS includes the potential dilution of common stock equivalent shares that could occur if securities or other contracts to issue common stock were exercised or converted into common stock.
EARNINGS PER COMMON SHARE COMPUTATIONS
 
 
 
 
 
 
 
(Dollars in millions, except per share amounts; shares in thousands)
 
 
 
 
 
 
 
 
Three months ended June 30,
 
Six months ended June 30,
 
2020
 
2019
 
2020
 
2019
Numerator for continuing operations:
 
 
 
 
 
 
 
Income from continuing operations, net of income tax
$
528

 
$
357

 
$
1,395

 
$
917

Earnings attributable to noncontrolling interests
(26
)
 
(37
)
 
(169
)
 
(69
)
Preferred dividends
(37
)
 
(35
)
 
(73
)
 
(71
)
Preferred dividends of subsidiary
(1
)
 
(1
)
 
(1
)
 
(1
)
Earnings from continuing operations attributable to common shares for basic EPS
464

 
284

 
1,152

 
776

Add back dividends for dilutive mandatory convertible preferred stock(1)

 

 
52

 

Earnings from continuing operations attributable to common shares for diluted EPS
$
464

 
$
284

 
$
1,204

 
$
776

 
 
 
 
 
 
 
 
Numerator for discontinued operations:
 
 
 
 
 
 
 
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

 
 
 
 
 
 
 
 
Numerator for earnings:
 
 
 
 
 
 
 
Earnings attributable to common shares for basic EPS
$
2,239

 
$
354

 
$
2,999

 
$
795

Add back dividends for dilutive mandatory convertible preferred stock(1)

 

 
52

 

Earnings attributable to common shares for diluted EPS
$
2,239

 
$
354

 
$
3,051

 
$
795

 
 
 
 
 
 
 
 
Denominator:
 
 
 
 
 
 
 
Weighted-average common shares outstanding for basic EPS(2)
293,060

 
274,987

 
292,925

 
274,831

Dilutive effect of stock options and RSUs(3)
1,095

 
1,541

 
1,199

 
1,255

Dilutive effect of common shares sold forward

 
3,091

 

 
2,338

Dilutive effect of mandatory convertible preferred stock

 

 
13,838

 

Weighted-average common shares outstanding for diluted EPS
294,155

 
279,619

 
307,962

 
278,424

 
 
 
 
 
 
 
 
Basic EPS:
 
 
 
 
 
 
 
Earnings from continuing operations
$
1.58

 
$
1.03

 
$
3.93

 
$
2.82

Earnings from discontinued operations
$
6.06

 
$
0.26

 
$
6.31

 
$
0.07

Earnings
$
7.64

 
$
1.29

 
$
10.24

 
$
2.89

 
 
 
 
 
 
 
 
Diluted EPS:
 
 
 
 
 
 
 
Earnings from continuing operations
$
1.58

 
$
1.01

 
$
3.91

 
$
2.78

Earnings from discontinued operations
$
6.03

 
$
0.25

 
$
6.00

 
$
0.07

Earnings
$
7.61

 
$
1.26

 
$
9.91

 
$
2.85

(1)
In the six months ended June 30, 2020, due to the dilutive effect of Sempra Energy’s series A mandatory convertible preferred stock, the numerator used to calculate diluted EPS includes an add-back of dividends declared on the series A mandatory convertible preferred stock.
(2)
Includes 530 and 613 average fully vested RSUs held in our Deferred Compensation Plan for the three months ended June 30, 2020 and 2019, respectively, and 536 and 613 of such RSUs for the six months ended June 30, 2020 and 2019, 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.
(3) 
Due to market fluctuations of both Sempra Energy common stock and the comparative indices used to determine the vesting percentage of our total shareholder return performance-based RSUs, which we discuss in Note 10 of the Notes to Consolidated Financial Statements in the Annual Report, dilutive RSUs may vary widely from period-to-period.

The potentially dilutive impact from stock options and RSUs is calculated under the treasury stock method. Under this method, proceeds based on the exercise price and unearned compensation are assumed to be used to repurchase shares on the open market at the average market price for the period, reducing the number of potential new shares to be issued and sometimes causing an antidilutive effect. The computation of diluted EPS for the three months and six months ended June 30, 2020 excludes 216,922 and 235,589 potentially dilutive shares, respectively, because to include them would be antidilutive for the period. The computation of diluted EPS for the three months and six months ended June 30, 2019 excludes 4,740 and 160,563, respectively,
of such potentially dilutive shares. However, these shares could potentially dilute basic EPS in the future.
The potentially dilutive impact from the forward sale of our common stock pursuant to forward sale agreements that we entered into in 2018 and fully settled by the end of 2019 is reflected in our diluted EPS calculation using the treasury stock method until settlement. After settlement, those shares are included in weighted-average common shares outstanding for basic EPS.
The potentially dilutive impact from mandatory convertible preferred stock is calculated under the if-converted method. The computation of diluted EPS for the three months and six months ended June 30, 2020 excludes 18,450,579 and 4,612,645 potentially dilutive shares, respectively, and for both the three months and six months ended June 30, 2019 excludes 17,442,705 potentially dilutive shares because to include them would be antidilutive for those periods. However, these shares could potentially dilute basic EPS in the future.
Pursuant to our Sempra Energy share-based compensation plans, the compensation committee of Sempra Energy’s board of directors granted 154,860 nonqualified stock options that vest over a three-year period, 265,236 performance-based RSUs and 107,539 service-based RSUs in the six months ended June 30, 2020, primarily in January.
We discuss share-based compensation plans and related awards and the terms and conditions of Sempra Energy’s equity securities further in Notes 10, 13 and 14 of the Notes to Consolidated Financial Statements in the Annual Report.
COMPREHENSIVE INCOME
The following tables present the changes in AOCI by component and amounts reclassified out of AOCI to net income, excluding amounts attributable to NCI.
CHANGES IN ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) BY COMPONENT(1)
(Dollars in millions)
 
Foreign
currency
translation
adjustments
 
Financial
instruments
 
Pension
and other
postretirement
benefits
 
Total
accumulated other
comprehensive
income (loss)
 
Three months ended June 30, 2020 and 2019
Sempra Energy Consolidated(2):
 
 
 
 
 
 
 
Balance as of March 31, 2020
$
(745
)
 
$
(350
)
 
$
(95
)
 
$
(1,190
)
OCI before reclassifications(3)
17

 
(13
)
 
(14
)
 
(10
)
Amounts reclassified from AOCI(3)
645

 
2

 
11

 
658

Net OCI
662

 
(11
)
 
(3
)
 
648

Balance as of June 30, 2020
$
(83
)
 
$
(361
)
 
$
(98
)
 
$
(542
)
 
 
 
 
 
 
 
 
Balance as of March 31, 2019
$
(532
)
 
$
(153
)
 
$
(132
)
 
$
(817
)
OCI before reclassifications(3)
14

 
(67
)
 
(7
)
 
(60
)
Amounts reclassified from AOCI(3)

 
7

 
22

 
29

Net OCI
14

 
(60
)
 
15

 
(31
)
Balance as of June 30, 2019
$
(518
)
 
$
(213
)
 
$
(117
)
 
$
(848
)
SDG&E:
 
 
 
 
 
 
 
Balance as of March 31, 2020
 
 
 
 
$
(16
)
 
$
(16
)
Amounts reclassified from AOCI(3)
 
 
 
 
4

 
4

Net OCI
 
 
 
 
4

 
4

Balance as of June 30, 2020
 
 
 
 
$
(12
)
 
$
(12
)
 
 
 
 
 
 
 
 
Balance as of March 31, 2019
 
 
 
 
$
(12
)
 
$
(12
)
Amounts reclassified from AOCI
 
 
 
 
1

 
1

Net OCI
 
 
 
 
1

 
1

Balance as of June 30, 2019
 
 
 
 
$
(11
)
 
$
(11
)
SoCalGas:
 
 
 
 
 
 
 
Balance as of March 31, 2020
 
 
$
(13
)
 
$
(10
)
 
$
(23
)
Amounts reclassified from AOCI
 
 

 
1

 
1

Net OCI
 
 

 
1

 
1

Balance as of June 30, 2020
 
 
$
(13
)
 
$
(9
)
 
$
(22
)
 
 
 
 
 
 
 
 
Balance as of March 31, 2019
 
 
$
(14
)
 
$
(10
)
 
$
(24
)
Amounts reclassified from AOCI(3)
 
 

 
4

 
4

Net OCI
 
 

 
4

 
4

Balance as of June 30, 2019
 
 
$
(14
)
 
$
(6
)
 
$
(20
)
(1) 
All amounts are net of income tax, if subject to tax, and exclude NCI.
(2) 
Includes discontinued operations.
(3) 
Pension and Other Postretirement Benefits and Total AOCI include $3 million in transfers of liabilities from SDG&E to Sempra Energy in 2020 and $4 million in transfers of liabilities from SoCalGas to Sempra Energy in 2019 related to the nonqualified pension plans.


CHANGES IN ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) BY COMPONENT(1) (CONTINUED)
(Dollars in millions)
 
Foreign
currency
translation
adjustments
 
Financial
instruments
 
Pension
and other
postretirement
benefits
 
Total
accumulated other
comprehensive
income (loss)
 
Six months ended June 30, 2020 and 2019
Sempra Energy Consolidated(2):
 
 
 
 
 
 
 
Balance as of December 31, 2019
$
(607
)
 
$
(215
)
 
$
(117
)
 
$
(939
)
OCI before reclassifications(3)
(121
)
 
(167
)
 
2

 
(286
)
Amounts reclassified from AOCI(3)
645

 
21

 
17

 
683

Net OCI
524

 
(146
)
 
19

 
397

Balance as of June 30, 2020
$
(83
)
 
$
(361
)
 
$
(98
)
 
$
(542
)
 
 
 
 
 
 
 
 
Balance as of December 31, 2018
$
(564
)
 
$
(82
)
 
$
(118
)
 
$
(764
)
Adoption of ASU 2018-02

 
(25
)
 
(17
)
 
(42
)
OCI before reclassifications(3)
46

 
(112
)
 
(6
)
 
(72
)
Amounts reclassified from AOCI(3)

 
6

 
24

 
30

Net OCI
46

 
(106
)
 
18

 
(42
)
Balance as of June 30, 2019
$
(518
)
 
$
(213
)
 
$
(117
)
 
$
(848
)
SDG&E:
 
 
 
 
 
 
 
Balance as of December 31, 2019
 
 
 
 
$
(16
)
 
$
(16
)
Amounts reclassified from AOCI(3)
 
 
 
 
4

 
4

Net OCI
 
 
 
 
4

 
4

Balance as of June 30, 2020
 
 
 
 
$
(12
)
 
$
(12
)
 
 
 
 
 
 
 
 
Balance as of December 31, 2018
 
 
 
 
$
(10
)
 
$
(10
)
Adoption of ASU 2018-02
 
 
 
 
(2
)
 
(2
)
Amounts reclassified from AOCI
 
 
 
 
1

 
1

Net OCI
 
 
 
 
1

 
1

Balance as of June 30, 2019
 
 
 
 
$
(11
)
 
$
(11
)
SoCalGas:
 
 
 
 
 
 
 
Balance as of December 31, 2019
 
 
$
(13
)
 
$
(10
)
 
$
(23
)
Amounts reclassified from AOCI
 
 

 
1

 
1

Net OCI
 
 

 
1

 
1

Balance as of June 30, 2020
 
 
$
(13
)
 
$
(9
)
 
$
(22
)
 
 
 
 
 
 
 
 
Balance as of December 31, 2018
 
 
$
(12
)
 
$
(8
)
 
$
(20
)
Adoption of ASU 2018-02
 
 
(2
)
 
(2
)
 
(4
)
Amounts reclassified from AOCI(3)
 
 

 
4

 
4

Net OCI
 
 

 
4

 
4

Balance as of June 30, 2019
 
 
$
(14
)
 
$
(6
)
 
$
(20
)

(1) 
All amounts are net of income tax, if subject to tax, and exclude NCI.
(2) 
Includes discontinued operations.
(3) 
Pension and Other Postretirement Benefits and Total AOCI include $3 million in transfers of liabilities from SDG&E to Sempra Energy in 2020 and $4 million in transfers of liabilities from SoCalGas to Sempra Energy in 2019 related to the nonqualified pension plans.

RECLASSIFICATIONS OUT OF ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
(Dollars in millions)
Details about accumulated other
comprehensive income (loss) components
Amounts reclassified
from accumulated other
comprehensive income (loss)
 
Affected line item on Condensed
Consolidated Statements of Operations
 
Three months ended June 30,
 
 
 
2020
 
2019
 
 
Sempra Energy Consolidated:
 
 
 
 
 
Foreign currency translation adjustments
$
645

 
$

 
Income from Discontinued Operations, Net of
Income Tax
 
 
 
 
 
 
Financial instruments:
 
 
 
 
 
Interest rate and foreign exchange instruments(1)
$
2

 
$

 
Interest Expense
 
(4
)
 
(2
)
 
Other Income (Expense), Net
Interest rate instruments

 
10

 
Gain on Sale of Assets
Interest rate and foreign exchange instruments
1

 

 
Equity Earnings
Foreign exchange instruments
1

 

 
Other Income (Expense), Net
Total before income tax

 
8

 
 
 

 
(1
)
 
Income Tax (Expense) Benefit
Net of income tax

 
7

 
 
 
2

 

 
Earnings Attributable to Noncontrolling Interests
 
$
2

 
$
7

 
 
Pension and other postretirement benefits(2):
 
 
 
 
 
Amortization of actuarial loss
$
1

 
$
2

 
Other Income (Expense), Net
Amortization of actuarial loss
6

 

 
Income from Discontinued Operations, Net of
Income Tax
Amortization of prior service cost
1

 

 
Other Income (Expense), Net
Settlement charges
4

 
22

 
Other Income (Expense), Net
Total before income tax
12

 
24

 
 
 
(2
)
 

 
Income from Discontinued Operations, Net of
Income Tax
 
(2
)
 
(6
)
 
Income Tax (Expense) Benefit
Net of income tax
$
8

 
$
18

 
 
 
 
 
 
 
 
Total reclassifications for the period, net of tax
$
655

 
$
25

 
 
SDG&E:
 
 
 
 
 
Financial instruments:
 
 
 
 
 
Interest rate instruments(1)
$

 
$
1

 
Interest Expense
 

 
(1
)
 
Earnings Attributable to Noncontrolling Interest
 
$

 
$

 
 
Pension and other postretirement benefits(2):
 
 
 
 
 
Amortization of prior service cost
$
1

 
$
1

 
Other Income, Net
Total reclassifications for the period, net of tax
$
1

 
$
1

 
 
SoCalGas:
 

 
 

 
 
Pension and other postretirement benefits(2):
 

 
 

 
 
Amortization of prior service cost
$
1

 
$

 
Other Income, Net
Total reclassifications for the period, net of tax
$
1

 
$

 
 

(1) 
Amounts in 2019 include Otay Mesa VIE. All of SDG&E’s interest rate derivative activity relates to Otay Mesa VIE.
(2) 
Amounts are included in the computation of net periodic benefit cost (see “Pension and Other Postretirement Benefits” above).

RECLASSIFICATIONS OUT OF ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (CONTINUED)
(Dollars in millions)
Details about accumulated other
comprehensive income (loss) components
Amounts reclassified
from accumulated other
comprehensive income (loss)
 
Affected line item on Condensed
Consolidated Statements of Operations
 
Six months ended June 30,
 
 
 
2020
 
2019
 
 
Sempra Energy Consolidated:
 
 
 
 
 
Foreign currency translation adjustments
$
645

 
$

 
Income from Discontinued Operations, Net of
Income Tax
 
 
 
 
 
 
Financial instruments:
 
 
 
 
 
Interest rate and foreign exchange instruments(1)
$
4

 
$
1

 
Interest Expense
 
37

 
(5
)
 
Other Income (Expense), Net
Interest rate instruments

 
10

 
Gain on Sale of Assets
Interest rate and foreign exchange instruments
1

 
1

 
Equity Earnings
Foreign exchange instruments
(2
)
 
1

 
Revenues: Energy-Related Businesses
 
(1
)
 

 
Other Income (Expense), Net
Total before income tax
39

 
8

 
 
 
(12
)
 
(1
)
 
Income Tax (Expense) Benefit
Net of income tax
27

 
7

 
 
 
(6
)
 
(1
)
 
Earnings Attributable to Noncontrolling Interests
 
$
21

 
$
6

 
 
Pension and other postretirement benefits(2):
 
 
 
 
 
Amortization of actuarial loss
$
3

 
$
4

 
Other Income (Expense), Net
Amortization of actuarial loss
6

 

 
Income from Discontinued Operations, Net of
Income Tax
Amortization of prior service cost
2

 
1

 
Other Income (Expense), Net
Settlement charges
9

 
22

 
Other Income (Expense), Net
Total before income tax
20

 
27

 
 
 
(2
)
 

 
Income from Discontinued Operations, Net of
Income Tax
 
(4
)
 
(7
)
 
Income Tax (Expense) Benefit
Net of income tax
$
14

 
$
20

 
 
 
 
 
 
 
 
Total reclassifications for the period, net of tax
$
680

 
$
26

 
 
SDG&E:
 
 
 
 
 
Financial instruments:
 
 
 
 
 
Interest rate instruments(1)
$

 
$
2

 
Interest Expense
 

 
(2
)
 
Earnings Attributable to Noncontrolling Interest
 
$

 
$

 
 
Pension and other postretirement benefits(2):
 
 
 
 
 
Amortization of prior service cost
$
1

 
$
1

 
Other Income, Net
Total reclassifications for the period, net of tax
$
1

 
$
1

 
 
SoCalGas:
 

 
 

 
 
Pension and other postretirement benefits(2):
 

 
 

 
 
Amortization of prior service cost
$
1

 
$

 
Other Income, Net
Total reclassifications for the period, net of tax
$
1

 
$

 
 

(1) 
Amounts in 2019 include Otay Mesa VIE. All of SDG&E’s interest rate derivative activity relates to Otay Mesa VIE.
(2) 
Amounts are included in the computation of net periodic benefit cost (see “Pension and Other Postretirement Benefits” above).
SHAREHOLDERS’ EQUITY AND NONCONTROLLING INTERESTS
Sempra Energy Series A Preferred Stock
The terms of our series A preferred stock require a notice to holders when the aggregate adjustment to the conversion rates at which shares of series A preferred stock are convertible into shares of Sempra Energy common stock is more than 1%. On July 6,
2020, we notified the holders of the series A preferred stock of such an adjustment. These adjustments, which resulted from the incremental impact of our second quarter dividend declared on our common stock and which became effective as of June 25, 2020, the ex-dividend date for such dividend, include adjustments to the minimum and maximum conversion rates and the related initial and threshold appreciation prices as shown in the following table:
CONVERSION RATES
 
 
 
Applicable market value per share of
our common stock
 
Conversion rate (number of shares of our common stock to be received upon
conversion of each share of series A preferred stock)
Greater than $129.668 (which is the adjusted threshold appreciation price)
 
0.7712 shares (equal to $100.00 divided by the adjusted threshold appreciation price)
Equal to or less than $129.668 but greater than or equal to $105.8425
 
Between 0.7712 and 0.9448 shares, determined by dividing $100.00 by the applicable market value of our common stock
Less than $105.8425 (which is the adjusted initial price)
 
0.9448 shares (equal to $100.00 divided by the adjusted initial price)
Sempra Energy Series C Preferred Stock
On June 19, 2020, we issued 900,000 shares of our 4.875% fixed-rate reset cumulative redeemable perpetual preferred stock, series C (series C preferred stock) in a registered public offering at a price to the public of $1,000 per share and received net proceeds of approximately $889 million after deducting the underwriting discount and equity issuance costs of $11 million. We intend to use the net proceeds for working capital and other general corporate purposes, which may include repayment of indebtedness.
Liquidation Preference
Each share of series C preferred stock has a liquidation preference of $1,000 plus any accumulated and unpaid dividends (whether or not declared) on such share.
Redemption at the Option of Sempra Energy
The shares of series C preferred stock are perpetual and have no maturity date. However, we may, at our option, redeem the series C preferred stock in whole or in part, from time to time, on any day during the period from and including the July 15 immediately preceding October 15, 2025 and October 15 of every fifth year after 2025 through and including such October 15 at a redemption price in cash equal to $1,000 per share. Additionally, in the event that a credit rating agency then publishing a rating for us makes certain amendments, clarifications or changes to the criteria it uses to assign equity credit to securities such as the series C preferred stock (Ratings Event), we may redeem the series C preferred stock, in whole but not in part, at any time within 120 days after the conclusion of any review or appeal process instituted by us following the occurrence of the Ratings Event or, if no such review or appeal process is available or sought, the occurrence of such Ratings Event, at a redemption price in cash equal to $1,020 per share (102% of the liquidation preference per share).
Dividends
Dividends on the series C preferred stock, when, as and if declared by our board of directors or an authorized committee thereof, will be payable in cash, on a cumulative basis, semi-annually in arrears beginning on October 15, 2020. Dividends on the series C preferred stock will be cumulative:
whether or not we have earnings;
whether or not the payment of such dividends is then permitted under California law;
whether or not such dividends are authorized or declared; and
whether or not any agreements to which we are a party prohibit the current payment of dividends, including any agreement relating to our indebtedness.
We accrue dividends on the series C preferred stock on a monthly basis. The dividend rate from and including June 19, 2020 to, but excluding, October 15, 2025 is 4.875% per annum of the $1,000 liquidation preference per share. The dividend rate will reset on October 15, 2025 and on October 15 of every fifth year after 2025 and, for each five-year period following such reset dates, will be a per annum rate equal to the Five-year U.S. Treasury Rate as of the second business day prior to such reset date, plus a spread of 4.550%, of the $1,000 liquidation preference per share.
Voting Rights
The holders of series C preferred stock do not have any voting rights, except with respect to any authorization, creation or increase in the authorized amount of any class or series of capital stock ranking senior to the series C preferred stock, certain amendments to the terms of the series C preferred stock, in certain other limited circumstances and as otherwise specifically required by California law. In addition, whenever dividends on any shares of series C preferred stock have not been declared and paid or have been declared but not paid for three or more dividend periods, whether or not consecutive, the authorized number of directors on our board of directors will automatically be increased by two and the holders of the series C preferred stock, voting together as a single class with holders of any and all other outstanding series of preferred stock of equal rank having similar voting rights, will be entitled to elect two directors to fill such two newly created directorships. This voting right will terminate when all accumulated and unpaid dividends on the series C preferred stock have been paid in full and, upon such termination and the termination of the same voting rights of all other holders of outstanding series of preferred stock that have such voting rights, the term of office of each director elected pursuant to such rights will terminate and the authorized number of directors will automatically decrease by two, subject to the revesting of such rights in the event of each subsequent nonpayment.
Ranking
The series C preferred stock ranks, with respect to dividend rights and distribution rights upon our liquidation, winding-up or dissolution:
senior to our common stock and each other class or series of our capital stock established in the future, unless the terms of such capital stock expressly provide otherwise;
on parity with our outstanding series A preferred stock and series B preferred stock and each class or series of our capital stock established in the future if the terms of such capital stock provide that it ranks on parity with the series C preferred stock;
junior to each class or series of our capital stock established in the future, if the terms of such capital stock provide that it ranks senior to the series C preferred stock;
junior to our existing and future indebtedness and other liabilities; and
structurally subordinated to all existing and future indebtedness and other liabilities of our subsidiaries and capital stock of our subsidiaries held by third parties.
SoCalGas Preferred Stock
The preferred stock at SoCalGas is presented at Sempra Energy as a NCI. Sempra Energy records charges against income related to NCI for preferred dividends declared by SoCalGas. We provide additional information regarding preferred stock in Note 13 of the Notes to Consolidated Financial Statements in the Annual Report.
Sempra Energy Common Stock Repurchase Programs
On September 11, 2007, our board of directors authorized the repurchase of our common stock, provided that the amounts spent for such purpose do not exceed the greater of $2 billion or amounts spent to purchase no more than 40 million shares. At June 30, 2020, approximately $500 million, not to exceed approximately 12 million shares, remained available under this authorization.
On July 1, 2020, we entered into an accelerated share repurchase program under which we prepaid $500 million to repurchase shares of our common stock in a share forward transaction. The program was completed on August 4, 2020 with an aggregate of 4,089,375 shares of Sempra Energy common stock repurchased at a valuation amount of $122.27 per share. Following the completion of the accelerated share repurchase program, the aggregate dollar amount authorized by the September 11, 2007 share repurchase authorization has been exhausted.
On July 6, 2020, our board of directors authorized the repurchase of our common stock at any time and from time to time in an aggregate amount not to exceed the lesser of $2 billion or amounts spent to purchase no more than 25 million shares. No shares have been repurchased under this authorization.
Other Noncontrolling Interests
Sempra Mexico
In the three months ended June 30, 2020, IEnova repurchased 3,694,156 shares of its outstanding common stock held by NCI for $10 million, resulting in an increase in Sempra Energy’s ownership interest in IEnova from 66.6% at December 31, 2019 to 66.8% at June 30, 2020. In July and August of 2020, IEnova repurchased a total of 12,604,826 shares for $36 million.
In the three months and six months ended June 30, 2019, IEnova repurchased 600,000 shares and 2,200,000 shares, respectively, of its outstanding common stock held by NCI for $2 million and $8 million, respectively, resulting in an increase in Sempra Energy’s ownership interest in IEnova from 66.5% at December 31, 2018 to 66.6% at June 30, 2019.
In the first quarter of 2020, IEnova purchased additional shares in ICM Ventures Holdings B.V. for $9 million, increasing its ownership from 53.7% to 82.5%. ICM Ventures Holdings B.V. owns certain permits and land where IEnova is building terminals for the receipt, storage and delivery of liquid fuels.
Sempra Renewables
As we discuss in Note 5, in April 2019, Sempra Renewables sold its remaining wind assets and investments, which included its wind tax equity arrangements. The remaining ownership interest in PXiSE Energy Solutions, LLC was subsumed into Parent and other.
Sempra LNG
On March 30, 2020, Sempra LNG purchased for $7 million the 24.6% minority interest in Liberty Gas Storage LLC, which owns 100% of LA Storage, LLC, increasing Sempra LNG’s ownership in Liberty Gas Storage LLC to 100%. Prior to the purchase, the minority partner converted $22 million in notes payable due from Sempra LNG to equity. As a result of the purchase, we recorded an increase in Sempra Energy’s shareholders’ equity of $2 million for the difference between the carrying value and fair value related to the change in ownership.
In February 2019, Sempra LNG purchased for $20 million the 9.1% minority interest in Bay Gas immediately prior to the sale of 100% of Bay Gas.
Sempra LNG and IEnova are jointly developing a proposed natural gas liquefaction project at the site of IEnova’s existing ECA LNG Regasification terminal. Sempra LNG consolidates the ECA LNG JV proposed liquefaction project. Thus, Sempra Energy’s NCI in IEnova’s 50% interest in the proposed project is reported at Sempra LNG.
Discontinued Operations
As we discuss in Note 5, we completed the sales of our equity interests in our Peruvian and Chilean businesses in the second quarter of 2020. The minority interests in Luz del Sur and Tecsur were deconsolidated upon sale of our Peruvian businesses in April 2020, and the minority interests in the Chilquinta Energía subsidiaries were deconsolidated upon sale of our Chilean businesses in June 2020.
The following table provides information about NCI held by others in subsidiaries or entities consolidated by us and recorded in Other Noncontrolling Interests in Total Equity on Sempra Energy’s Condensed Consolidated Balance Sheets.
OTHER NONCONTROLLING INTERESTS
(Dollars in millions)
 
 
 
Percent ownership held by noncontrolling interests
 
 Equity (deficit) held by
noncontrolling interests
 
June 30,
2020
 
December 31,
2019
 
June 30,
2020
 
December 31,
2019
Sempra Mexico:
 
 
 
 
 
 
 
IEnova
33.2
%
33.4
%
$
1,738

 
$
1,608

IEnova subsidiaries(1)
17.5
 
10.0 – 46.3
 
7

 
15

Sempra LNG:
 
 
 
 
 
 
 
Liberty Gas Storage LLC
 
24.6
 

 
(13
)
ECA LNG JV
16.6
 
16.7
 
15

 
12

Parent and other:
 
 
 
 
 
 
 
PXiSE Energy Solutions, LLC
20.0
 
20.0
 

 
1

Discontinued Operations:
 
 
 
 
 
 
 
Chilquinta Energía subsidiaries(1)
 
19.7 – 43.4
 

 
23

Luz del Sur
 
16.4
 

 
205

Tecsur
 
9.8
 

 
5

Total Sempra Energy
 
 
 
 
$
1,760

 
$
1,856

(1) 
IEnova and Chilquinta Energía have subsidiaries with NCI held by others. Percentage range reflects the highest and lowest ownership percentages among these subsidiaries.
TRANSACTIONS WITH AFFILIATES
We summarize amounts due from and to unconsolidated affiliates at Sempra Energy Consolidated, SDG&E and SoCalGas in the following table.
AMOUNTS DUE FROM (TO) UNCONSOLIDATED AFFILIATES
(Dollars in millions)
 
June 30,
2020
 
December 31,
2019
Sempra Energy Consolidated:
 
 
 
Total due from various unconsolidated affiliates – current, net of negligible allowance for credit losses at June 30, 2020(1)(2)
$
91

 
$
32

 
 
 
 
Total due from unconsolidated affiliates – noncurrent – Sempra Mexico – IMG JV – Note due March 15, 2022, net of allowance for credit losses of $3 at June 30, 2020(2)(3)
$
603

 
$
742

 
 
 
 
Total due to various unconsolidated affiliates – current
$
(9
)
 
$
(5
)
 
 
 
 
Sempra Mexico(2):
 
 
 
TAG Pipelines Norte, S. de. R.L. de C.V.:
 
 
 
Note due December 20, 2021(4)
$
(40
)
 
$
(39
)
5.5% Note due January 9, 2024(5)
(66
)
 

TAG JV – 5.74% Note due December 17, 2029(5)
(161
)
 
(156
)
Total due to unconsolidated affiliates – noncurrent
$
(267
)
 
$
(195
)
SDG&E:
 
 
 
Sempra Energy
$
(164
)
 
$
(37
)
SoCalGas

 
(10
)
Various affiliates
(9
)
 
(6
)
Total due to unconsolidated affiliates – current
$
(173
)
 
$
(53
)
 
 
 
 
Income taxes due from Sempra Energy(6)
$
31

 
$
130

SoCalGas:
 
 
 
SDG&E
$

 
$
10

Various affiliates
1

 
1

Total due from unconsolidated affiliates – current
$
1

 
$
11

 
 
 
 
Sempra Energy
$
(85
)
 
$
(45
)
Pacific Enterprises
(50
)
 

Various affiliates

 
(2
)
Total due to unconsolidated affiliates – current
$
(135
)
 
$
(47
)
 
 
 
 
Income taxes due from Sempra Energy(6)
$
34

 
$
152

(1) 
Amount at June 30, 2020 includes $25 million of outstanding principal and a negligible amount of accrued interest receivable from a U.S. dollar-denominated loan from IEnova to ESJ at a variable interest rate based on 1-month LIBOR plus 196 bps (2.13% at June 30, 2020) with an amended maturity date of December 31, 2020. Pursuant to the agreement, if ESJ is unable to meet certain conditions for an expansion project by December 31, 2020, IEnova and ESJ have the option to convert the loan to a 10-year note.
(2) 
Amounts include principal balances plus accumulated interest outstanding.
(3) 
Mexican peso-denominated revolving line of credit for up to 14.2 billion Mexican pesos or approximately $614 million U.S. dollar-equivalent, at a variable interest rate based on the 91-day Interbank Equilibrium Interest Rate plus 220 bps (7.44% at June 30, 2020), to finance construction of the natural gas marine pipeline. At June 30, 2020, $2 million of accrued interest receivable is included in Due from Unconsolidated Affiliates – Current.
(4) 
U.S. dollar-denominated loan at a variable interest rate based on 6-month LIBOR plus 290 bps (3.27% at June 30, 2020).
(5) 
U.S. dollar-denominated loan at a fixed interest rate.
(6) 
SDG&E and SoCalGas are included in the consolidated income tax return of Sempra Energy and their respective income tax expense is computed as an amount equal to that which would result from each company having always filed a separate return.

The following table summarizes revenues and cost of sales from unconsolidated affiliates.
REVENUES AND COST OF SALES FROM UNCONSOLIDATED AFFILIATES
 
 
 
 
(Dollars in millions)
 
 
 
 
 
Three months ended June 30,
 
Six months ended June 30,
 
2020
 
2019
 
2020
 
2019
Revenues:
 
 
 
 
 
 
 
Sempra Energy Consolidated
$
10

 
$
13

 
$
22

 
$
27

SDG&E
2

 
2

 
3

 
3

SoCalGas
20

 
17

 
38

 
34

Cost of Sales:
 
 
 
 
 
 
 
Sempra Energy Consolidated
$
15

 
$
14

 
$
26

 
$
28

SDG&E
22

 
20

 
39

 
40

SoCalGas

 

 

 
4


Guarantees
Sempra Energy has provided guarantees related to Cameron LNG JV, as we discuss in Note 6 below and in Note 6 of the Notes to Consolidated Financial Statements in the Annual Report.
OTHER INCOME (EXPENSE), NET
Other Income (Expense), Net, on the Condensed Consolidated Statements of Operations consists of the following:
OTHER INCOME (EXPENSE), NET
 
 
 
 
 
 
 
(Dollars in millions)
 
 
 
 
 
 
 
 
Three months ended June 30,
 
Six months ended June 30,
 
2020
 
2019
 
2020
 
2019
Sempra Energy Consolidated:
 
 
 
 
 
 
 
Allowance for equity funds used during construction
$
31

 
$
23

 
$
62

 
$
44

Investment gains (losses)(1)
30

 
11

 
(7
)
 
37

Gains (losses) on interest rate and foreign exchange instruments, net
5

 
11

 
(148
)
 
24

Foreign currency transaction gains (losses), net(2)
13

 
4

 
(110
)
 
11

Non-service component of net periodic benefit (cost) credit
(23
)
 
(30
)
 
3

 
(6
)
Penalties related to billing practices OII

 

 

 
(8
)
Interest on regulatory balancing accounts, net
11

 
6

 
13

 
5

Sundry, net
(5
)
 
3

 
(5
)
 
3

Total
$
62

 
$
28

 
$
(192
)
 
$
110

SDG&E:
 
 
 
 
 
 
 
Allowance for equity funds used during construction
$
19

 
$
15

 
$
40

 
$
27

Non-service component of net periodic benefit (cost) credit
(5
)
 
(1
)
 
3

 
8

Interest on regulatory balancing accounts, net
6

 
6

 
8

 
6

Sundry, net
(2
)
 
(1
)
 
(2
)
 

Total
$
18

 
$
19

 
$
49

 
$
41

SoCalGas:


 
 
 
 
 
 
Allowance for equity funds used during construction
$
10

 
$
8

 
$
18

 
$
16

Non-service component of net periodic benefit (cost) credit
(13
)
 
(4
)
 
12

 
14

Penalties related to billing practices OII

 

 

 
(8
)
Interest on regulatory balancing accounts, net
5

 

 
5

 
(1
)
Sundry, net
(4
)
 
(3
)
 
(7
)
 
(4
)
Total
$
(2
)
 
$
1

 
$
28

 
$
17

(1) 
Represents investment gains (losses) on dedicated assets in support of our executive retirement and deferred compensation plans. These amounts are partially offset by corresponding changes in compensation expense related to the plans, recorded in O&M on the Condensed Consolidated Statements of Operations.
(2) 
Includes gains of $14 million and losses of $135 million in the three months and six months ended June 30, 2020, respectively, and gains of $7 million and $17 million in the three months and six months ended June 30, 2019, respectively, from translation to U.S. dollars of a Mexican peso-denominated loan to IMG JV, which are offset by corresponding amounts included in Equity Earnings on the Condensed Consolidated Statements of Operations.
INCOME TAXES
We provide our calculations of ETRs in the following table.
INCOME TAX EXPENSE (BENEFIT) AND EFFECTIVE INCOME TAX RATES
(Dollars in millions)
 
Three months ended June 30,
 
Six months ended June 30,
 
2020
 
2019
 
2020
 
2019
Sempra Energy Consolidated:
 
 
 
 
 
 
 
Income tax expense (benefit) from continuing operations
$
168

 
$
47

 
$
(39
)
 
$
89

 
 
 
 
 
 
 
 
Income from continuing operations before income taxes
and equity earnings
$
463

 
$
286

 
$
860

 
$
787

Equity earnings, before income tax(1)
84

 
2

 
41

 
7

Pretax income
$
547

 
$
288

 
$
901

 
$
794

 
 
 
 
 
 
 
 
Effective income tax rate
31
%
 
16
 %
 
(4
)%
 
11
%
SDG&E:
 
 
 
 
 
 
 
Income tax expense
$
70

 
$
35

 
$
128

 
$
40

Income before income taxes
$
263

 
$
181

 
$
583

 
$
363

Effective income tax rate
27
%
 
19
 %
 
22
 %
 
11
%
SoCalGas:
 
 
 
 
 
 
 
Income tax expense (benefit)
$
49

 
$
(4
)
 
$
101

 
$
15

Income before income taxes
$
196

 
$
27

 
$
551

 
$
310

Effective income tax rate
25
%
 
(15
)%
 
18
 %
 
5
%

(1) 
We discuss how we recognize equity earnings in Note 6 of the Notes to Consolidated Financial Statements in the Annual Report.

Sempra Energy, SDG&E and SoCalGas record income taxes for interim periods utilizing a forecasted ETR anticipated for the full year. Unusual and infrequent items and items that cannot be reliably estimated are recorded in the interim period in which they occur, which can result in variability in the ETR.
For SDG&E and SoCalGas, the CPUC requires flow-through rate-making treatment for the current income tax benefit or expense arising from certain property-related and other temporary differences between the treatment for financial reporting and income tax, which will reverse over time. Under the regulatory accounting treatment required for these flow-through temporary differences, deferred income tax assets and liabilities are not recorded to deferred income tax expense, but rather to a regulatory asset or liability, which impacts the ETR. As a result, changes in the relative size of these items compared to pretax income, from period to period, can cause variations in the ETR. The following items are subject to flow-through treatment:
repairs expenditures related to a certain portion of utility plant fixed assets
the equity portion of AFUDC, which is non-taxable
a portion of the cost of removal of utility plant assets
utility self-developed software expenditures
depreciation on a certain portion of utility plant assets
state income taxes
The AFUDC related to equity recorded for regulated construction projects at Sempra Mexico has similar flow-through treatment.
We record income tax (expense) benefit from the transactional effects of foreign currency and inflation. Such effects are partially mitigated by net gains (losses) from foreign currency derivatives that are hedging Sempra Mexico parent’s exposure to movements in the Mexico peso from its controlling interest in IEnova.
In the six months ended June 30, 2019, SDG&E and SoCalGas recorded income tax benefits of $31 million and $38 million, respectively, from the release of a regulatory liability established in connection with 2017 tax reform for excess deferred income tax balances that the CPUC directed be allocated to shareholders in a January 2019 decision.
Discontinued Operations
In January 2019, our board of directors approved a plan to sell our South American businesses and we completed the sales in the second quarter of 2020, as we discuss in Note 5. Prior to this decision, our repatriation estimate excluded post-2017 earnings and other basis differences related to our South American businesses. Because of our decision to sell our South American businesses, we no longer assert indefinite reinvestment of these basis differences. Accordingly, we recorded the following income tax impacts from changes in outside basis differences in our discontinued operations in South America:
$103 million income tax expense in 2019 related to outside basis differences existing as of the January 25, 2019 approval of our plan to sell our South American businesses; and
$7 million income tax benefit in 2020 compared to $20 million income tax expense in 2019 related to changes in outside basis differences from earnings and foreign currency effects since January 25, 2019.
We have not changed our indefinite reinvestment assertion or repatriation plan for our continuing international operations during 2020.