DEBT AND CREDIT FACILITIES

12 Months Ended

Dec. 31, 2021

Debt Disclosure [Abstract]

Debt and Credit Facilities

DEBT AND CREDIT FACILITIES

SHORT-TERM DEBT

Committed Lines of Credit

At December 31, 2021, Sempra had an aggregate capacity of $9.5 billion under seven primary committed lines of credit, which provide liquidity and support our commercial paper programs. Because our commercial paper programs are supported by these lines of credit, we reflect the amount of commercial paper outstanding, before reductions of any unamortized discounts, and any letters of credit outstanding as a reduction to the available unused credit capacity.

COMMITTED LINES OF CREDIT
(Dollars in millions)
		At December 31, 2021
Borrower	Expiration date of facility	Total facility		Commercial paper outstanding		Amounts outstanding		Available unused credit
Sempra	May 2024	$	3,185	$	(1,240)	$	—	1,945
Sempra	May 2024	1,250		—		—		1,250
SDG&E	May 2024	1,500		(401)		—		1,099
SoCalGas	May 2024	750		(385)		—		365
SI Partners	November 2024	1,000		—		—		1,000
IEnova	September 2023	350		—		(350)		—
IEnova	February 2024	1,500		—		(399)		1,101
Total		$	9,535	$	(2,026)	$	(749)	$	6,760

The principal terms of the Sempra, SDG&E and SoCalGas primary committed lines of credit reflected in the table above include the following:

▪Each facility has a syndicate of 23 lenders. No single lender has greater than a 6% share in any facility.

▪Sempra’s $1.3 billion facility and SDG&E’s and SoCalGas’ facilities provide for the issuance of $200 million, $100 million and $100 million, respectively, of letters of credit. Subject to obtaining commitments from existing or new lenders and satisfaction of other specified conditions, Sempra, SDG&E and SoCalGas each have the right to increase its letter of credit commitment up to $500 million, $250 million and $250 million, respectively.

▪Borrowings bear interest at a benchmark rate plus a margin that varies with the borrower’s credit rating.

▪Each borrower must maintain a ratio of indebtedness to total capitalization (as defined in each of the applicable credit facilities) of no more than 65% at the end of each quarter. At December 31, 2021, each entity was in compliance with this ratio under its respective credit facility.

In November 2021, SI Partners entered into a three-year $1.0 billion credit facility. The principal terms of the SI Partners’ line of credit reflected in the table above include the following:

▪A syndication of 12 lenders each having an 8.33% share in the facility.

▪The facility provides for issuance of $200 million of letters of credit.

▪The facility includes a $100 million swingline loan sub-limit, whereby any outstanding amounts would reduce available unused credit. No swingline loan borrowings were outstanding at December 31, 2021.

▪Borrowings are issued in U.S. dollars and letters of credit can be issued in U.S. dollars or Mexican pesos.

▪Borrowings bear interest at a benchmark rate plus a margin that varies with SI Partners’ credit rating.

▪SI Partners must maintain a ratio of consolidated adjusted net indebtedness to consolidated earnings before interest, taxes, depreciation and amortization (as defined in its credit facility) of no more than 5.25 to 1.00 as of the end of each quarter. At December 31, 2021, SI Partners was in compliance with this ratio.

IEnova has two revolving credit facilities. The principal terms of IEnova’s lines of credit reflected in the table above include the following:

▪The $350 million revolving credit facility, which was amended in September 2021 to increase the amount available under the facility from $280 million to $350 million and extend the expiration date from September 2021 to September 2023, has a single lender and borrowings bear interest at a per annum rate equal to 3-month LIBOR plus 54 bps.

▪The $1.5 billion revolving credit facility has a syndicate of 10 lenders and borrowings bear interest at a per annum rate equal to 3-month LIBOR plus 80 bps.

▪Borrowings can be issued in U.S. dollars only.

Uncommitted Lines of Credit

In addition to our committed lines of credit, Sempra Infrastructure’s foreign operations in Mexico have uncommitted lines of credit with an aggregate capacity of $470 million at December 31, 2021, which are generally used for working capital requirements. We reflect amounts outstanding before reductions of any unamortized discounts.

FOREIGN UNCOMMITTED LINES OF CREDIT
(U.S. dollar equivalent in millions)
			December 31, 2021
Borrower	Expiration date of facility	Borrowing denomination	Total facility		Amounts outstanding		Available unused credit
IEnova(1)	September 2022	U.S. dollars	$	250	$	(250)	$	—
ECA LNG Phase 1(2)	August 2023	U.S. dollars or Mexican pesos	100		(63)		37
IEnova(3)	October 2023	U.S. dollars	100		(8)		92
IEnova(4)	October 2023	U.S. dollars or Mexican pesos	20		—		20
	Total		$	470	$	(321)	$	149

(1)    Borrowings bear interest at a per annum rate equal to 3-month LIBOR plus 10 bps.

(2)    Outstanding amounts were borrowed in Mexican pesos and bear interest at a variable rate based on the 28-day Interbank Equilibrium Interest Rate plus 105 bps. Borrowings made in U.S. dollars bear interest at a variable rate based on the 1-month or 3-month LIBOR plus 105 bps.

(3)    Borrowings bear interest at a per annum rate equal to between 1-month and 6-month LIBOR plus 52 bps.

(4)    Borrowings made in Mexican pesos bear interest at a variable rate based on the 28-day Interbank Equilibrium Interest Rate plus an applicable margin. Borrowings made in U.S. dollars bear interest at a variable rate based on 1-month LIBOR plus an applicable margin. The applicable margin is determined on the date of borrowing.

Uncommitted Letters of Credit

Outside of our domestic and foreign credit facilities, we have bilateral unsecured standby letter of credit capacity with select lenders that is uncommitted and supported by reimbursement agreements. At December 31, 2021, there was approximately $682 million in standby letters of credit outstanding under these agreements.

UNCOMMITTED LETTERS OF CREDIT
(Dollars in millions)
		December 31, 2021
	Expiration date range	Uncommitted letters of credit outstanding
SDG&E	January 2022 to May 2022	$	15
SoCalGas	March 2022 to November 2022	15
Sempra Infrastructure	March 2022 to October 2043	473
Parent and other	April 2022 to May 2023	179
Total		$	682

Term Loan

In June 2021, SDG&E entered into a $375 million, 364-day term loan with a maturity date of June 27, 2022. At December 31, 2021, $375 million, net of negligible issuance costs, was outstanding under the term loan. The borrowing bears interest at benchmark rates plus 62.5 bps. The term loan provides SDG&E with additional liquidity outside of its line of credit.

Weighted-Average Interest Rates

The weighted-average interest rates on the total short-term debt at December 31 were as follows:

WEIGHTED-AVERAGE INTEREST RATES
	December 31,
	2021		2020		2019
Sempra	0.60	%	0.83	%	2.31	%
SDG&E	0.65		—		1.97
SoCalGas	0.21		0.14		1.86

LONG-TERM DEBT

The following tables show the detail and maturities of long-term debt outstanding:

LONG-TERM DEBT AND FINANCE LEASES
(Dollars in millions)
	December 31,
	2021		2020		2019
SDG&E:
First mortgage bonds (collateralized by plant assets):
3% August 15, 2021	$	—	$	350	$	350
1.914% payable 2015 through February 2022	17		53		89
3.6% September 1, 2023	450		450		450
2.5% May 15, 2026	500		500		500
6% June 1, 2026	250		250		250
1.7% October 1, 2030	800		800		—
5.875% January and February 2034(1)	—		—		176
5.35% May 15, 2035	250		250		250
6.125% September 15, 2037	250		250		250
4% May 1, 2039(1)	—		—		75
6% June 1, 2039	300		300		300
5.35% May 15, 2040	250		250		250
4.5% August 15, 2040	500		500		500
3.95% November 15, 2041	250		250		250
4.3% April 1, 2042	250		250		250
3.75% June 1, 2047	400		400		400
4.15% May 15, 2048	400		400		400
4.1% June 15, 2049	400		400		400
3.32% April 15, 2050	400		400		—
2.95% August 15, 2051	750		—		—
	6,417		6,053		5,140
Other long-term debt (uncollateralized):
Variable rate (0.95% at December 31, 2020) 364-day term loan March 18, 2021(1)	—		200		—
Finance lease obligations:
Purchased-power contracts	1,217		1,237		1,255
Other	57		39		15
	1,274		1,476		1,270
	7,691		7,529		6,410
Current portion of long-term debt	(49)		(611)		(56)
Unamortized discount on long-term debt	(17)		(13)		(12)
Unamortized debt issuance costs	(44)		(39)		(36)
Total SDG&E	7,581		6,866		6,306
SoCalGas:
First mortgage bonds (collateralized by plant assets):
3.15% September 15, 2024	$	500	$	500	$	500
3.2% June 15, 2025	350		350		350
2.6% June 15, 2026	500		500		500
2.55% February 1, 2030	650		650		—
5.75% November 15, 2035	250		250		250
5.125% November 15, 2040	300		300		300
3.75% September 15, 2042	350		350		350
4.45% March 15, 2044	250		250		250
4.125% June 1, 2048	400		400		400
4.3% January 15, 2049	550		550		550
3.95% February 15, 2050	350		350		350
	4,450		4,450		3,800
Other long-term debt (uncollateralized):
Notes at variable rates (0.55% at December 31, 2021) September 14, 2023(1)	300		300		—
1.875% Notes May 14, 2026(1)	4		4		4
5.67% Notes January 18, 2028(2)	5		5		5
Finance lease obligations	61		54		19
	370		363		28
	4,820		4,813		3,828
Current portion of long-term debt	(11)		(10)		(6)
Unamortized discount on long-term debt	(7)		(8)		(7)
Unamortized debt issuance costs	(29)		(32)		(27)
Total SoCalGas	4,773		4,763		3,788

LONG-TERM DEBT AND FINANCE LEASES (CONTINUED)
(Dollars in millions)
	December 31,
	2021		2020		2019
Sempra:
Other long-term debt (uncollateralized):
2.4% Notes February 1, 2020	$	—	$	—	$	500
2.4% Notes March 15, 2020	—		—		500
2.85% Notes November 15, 2020	—		—		400
Notes at variable rates (2.50% at December 31, 2019) January 15, 2021(1)	—		—		700
Notes at variable rates (3.069% after floating-to-fixed rate swaps effective 2019) March 15, 2021	—		850		850
2.875% Notes October 1, 2022	—		500		500
2.9% Notes February 1, 2023	—		500		500
4.05% Notes December 1, 2023	—		500		500
3.55% Notes June 15, 2024	—		500		500
3.75% Notes November 15, 2025	—		350		350
3.25% Notes June 15, 2027	750		750		750
3.4% Notes February 1, 2028	1,000		1,000		1,000
3.8% Notes February 1, 2038	1,000		1,000		1,000
6% Notes October 15, 2039	750		750		750
4% Notes February 1, 2048	800		800		800
4.125% Junior Subordinated Notes April 1, 2052(1)	1,000		—		—
5.75% Junior Subordinated Notes July 1, 2079(1)	758		758		758
Sempra Infrastructure:
Other long-term debt (uncollateralized unless otherwise noted):
6.3% Notes February 2, 2023 (4.124% after cross-currency swap effective 2013)	189		197		207
Loan at variable rates (2.93% at December 31, 2021) December 9, 2025	341		17		—
Notes at 2.87% to 3.51% October 1, 2026(1)	—		—		22
Notes at variable rates (5.13% after floating-to-fixed rate swaps effective 2014), payable 2016 through December 2026, collateralized by plant assets(2)	154		196		237
3.75% Notes January 14, 2028	300		300		300
Loan at variable rates (5.75% at December 31, 2019) July 31, 2028(1)	—		—		11
Bank loans including $234 at a weighted-average fixed rate of 6.87%, $130 at variable rates (weighted-average rate of 6.54% after floating-to-fixed rate swaps effective 2014) and $34 at variable rates (3.45% at December 31, 2020), payable 2016 through March 2032, collateralized by plant assets	—		398		423
Loan at variable rates (4.0275% after floating-to-fixed rate swap effective 2019) payable 2022 through November 2034(1)	200		200		200
2.9% Loan November 15, 2034(1)	241		241		—
Loan at variable rates (2.38% after floating-to-fixed rate swap effective 2020) payable November 2034(1)	100		100		—
4.875% Notes January 14, 2048	540		540		540
4.75% Notes January 15, 2051	800		800		—
	8,923		11,247		12,298
Current portion of long-term debt	(46)		(919)		(1,464)
Unamortized discount on long-term debt	(65)		(55)		(35)
Unamortized debt issuance costs	(98)		(121)		(108)
Total other Sempra	8,714		10,152		10,691
Total Sempra	$	21,068	$	21,781	$	20,785

(1)    Callable long-term debt not subject to make-whole provisions.

(2)    Debt is not callable.

MATURITIES OF LONG-TERM DEBT(1)
(Dollars in millions)
	SDG&E		SoCalGas		Other Sempra		Total Sempra
2022	$	17	$	—	$	46	$	63
2023	450		300		257		1,007
2024	—		500		48		548
2025	—		350		410		760
2026	750		500		74		1,324
Thereafter	5,200		3,109		8,088		16,397
Total	$	6,417	$	4,759	$	8,923	$	20,099

(1)    Excludes finance lease obligations, discounts, and debt issuance costs.

Various long-term obligations totaling $9.1 billion at Sempra at December 31, 2021 are unsecured. This includes unsecured long-term obligations totaling $309 million at SoCalGas. SDG&E does not have unsecured long-term obligations at December 31, 2021.

Callable Long-Term Debt

At the option of Sempra, SDG&E and SoCalGas, certain debt at December 31, 2021 is callable subject to premiums:

CALLABLE LONG-TERM DEBT
(Dollars in millions)
	SDG&E		SoCalGas		Other Sempra		Total Sempra
Not subject to make-whole provisions	$	—	$	304	$	2,299	$	2,603
Subject to make-whole provisions	6,417		4,450		6,470		17,337

First Mortgage Bonds

SDG&E and SoCalGas issue first mortgage bonds secured by liens on their respective utility plant assets. SDG&E and SoCalGas may issue additional first mortgage bonds if in compliance with the provisions of their bond agreements (indentures). These indentures require, among other things, the satisfaction of pro forma earnings-coverage tests on first mortgage bond interest and the availability of sufficient mortgaged property to support the additional bonds, after giving effect to prior bond redemptions. The most restrictive of these tests (the property test) would permit the issuance, subject to CPUC authorization, of additional first mortgage bonds of $7.3 billion at SDG&E and $1.9 billion at SoCalGas at December 31, 2021.

SDG&E

In August 2021, SDG&E issued $750 million of 2.95% green first mortgage bonds maturing in 2051 and received proceeds of $737 million, net of debt discount, underwriting discounts and debt issuance costs of $13 million. SDG&E intends to use the net proceeds to finance or refinance eligible projects that fall into one or more of the following categories: climate change adaptation, clean energy solutions and clean transportation.

Other Long-Term Debt

Sempra

In December 2021, Sempra redeemed, at respective make-whole redemption prices, an aggregate principal amount of $2.35 billion of senior unsecured notes prior to scheduled maturities in 2022 through 2025. Upon the early redemptions, we recognized $126 million ($92 million after tax) in charges associated with the make-whole premiums and a write-off of unamortized discount and debt issuance costs.

In November 2021, we issued $1.0 billion of 4.125% fixed-to-fixed reset rate junior subordinated notes maturing on April 1, 2052. Interest on the notes accrues from and including November 19, 2021 and is payable semi-annually in arrears on April 1 and October 1 of each year, beginning on April 1, 2022. The notes will bear interest (i) from and including November 19, 2021 to, but excluding, April 1, 2027 at the rate of 4.125% per annum and (ii) from and including April 1, 2027, during each subsequent five-year period beginning on April 1 of every fifth year, at a rate per annum equal to the Five-year U.S. Treasury Rate (as defined in the notes) as of the day falling two business days before the first day of such five-year period plus a spread of 2.868%, to be reset on April 1 of every fifth year beginning in 2027. We received proceeds of $988 million (net of underwriting discounts and debt issuance costs of $12 million). We used the proceeds from the offering to repay a portion of the aggregate principal amount of the $2.35 billion of senior unsecured notes that we discuss above. We may redeem some or all of the notes before their maturity, as follows:

▪in whole or from time to time in part, on any day during any period from and including the January 1 immediately preceding an interest rate reset date through and including such reset date at a redemption price in cash equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest on the notes to be redeemed to, but excluding, the redemption date;

▪in whole but not in part, at any time following the occurrence and during the continuance of a tax event (as defined in the notes) at a redemption price in cash equal to 100% of the principal amount of the notes, plus accrued and unpaid interest on the notes to, but excluding, the redemption date; and

▪in whole but not in part, at any time following the occurrence and during the continuance of a rating agency event (as defined in the notes) at a redemption price in cash equal to 102% of the principal amount of the notes, plus accrued and unpaid interest on the notes to, but excluding, the redemption date.

The notes are unsecured obligations and rank junior and subordinate in right of payment to our existing and future senior indebtedness. The notes rank equally in right of payment with our existing 5.75% junior subordinated notes due 2079 and with any future unsecured indebtedness that we may incur if the terms of such indebtedness provide that it ranks equally with the notes in right of payment. The notes are effectively subordinated in right of payment to any secured indebtedness we have incurred or may incur and to all existing and future indebtedness and other liabilities of our subsidiaries.

SDG&E

On February 18, 2022, SDG&E entered into a $400 million, two-year term loan with a maturity date of February 18, 2024. SDG&E may request up to three borrowings for an aggregate amount of $400 million through May 18, 2022. On February 18, 2022, SDG&E borrowed $200 million. The borrowing bears interest at benchmark rates plus 62.5 bps. The margin is based on SDG&E’s long-term senior unsecured credit rating.

Sempra Infrastructure

SI Partners. On January 11, 2022, SI Partners completed a private offering of $400 million in aggregate principal of 3.25% senior notes due January 15, 2032 to “qualified institutional buyers” as defined in Rule 144A under the Securities Act of 1933, as amended (the Securities Act), and non-U.S. persons outside the U.S. under Regulation S under the Securities Act. The notes were issued at 98.903% of the principal amount and require semi-annual interest payments in January and July, commencing July 15, 2022. The notes are senior unsecured obligations that rank equally with all of SI Partners’ existing and future outstanding unsecured senior indebtedness. Sempra Infrastructure received proceeds of $390 million (net of debt discount, underwriting discounts and debt issuance costs of $10 million). Sempra Infrastructure intends to use the net proceeds for general corporate purposes, which may include the repayment of certain indebtedness of its subsidiaries.

At any time prior to October 15, 2031, SI Partners may redeem some or all of the notes by paying the greater of (i) 100% of the principal amount of the notes to be redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon (exclusive of interest accrued to, but excluding, the date of redemption) as if redeemed on October 15, 2031 discounted to the redemption date on a semi-annual basis at the U.S. Treasury rate plus 25 bps and, in each case, accrued and unpaid interest to, but excluding, the date of redemption. At any time beginning on October 15, 2031, SI Partners may redeem some or all of the notes by paying 100% of the principal amount of the notes to be redeemed, plus, in each case, accrued and unpaid interest to, but excluding, the date of redemption. Upon the occurrence of specific kinds of change of control events that result in a downgrade of SI Partners’ credit ratings, holders of the notes would have the right to require SI Partners to offer to purchase some or all of the notes at 101% of the then outstanding principal amount thereof, plus, in each case, accrued and unpaid interest to, but excluding, the date of redemption.

ECA LNG Phase 1. In December 2020, ECA LNG Phase 1 entered into a five-year loan agreement with a syndicate of nine banks for an aggregate principal amount of up to $1.6 billion. Proceeds from the loan are being used to finance the cost of development and construction of a one-train natural gas liquefaction export facility with a name-plate capacity of 3.25 Mtpa and initial offtake capacity of approximately 2.5 Mtpa. The loan matures in December 2025 and bears interest at a weighted-average blended rate of 2.70% plus a benchmark interest rate per annum equal to (a) the LIBOR for such interest period divided by (b) one minus the Eurodollar Reserve Percentage; provided that in no event shall the benchmark at any time be less than 0% per annum. ECA LNG Phase 1 may elect for each calendar quarter (i) three successive interest periods of one month or (ii) a single interest period of three months. Sempra and TotalEnergies SE have provided guarantees for repayment of the loans plus accrued and unpaid interest based on their proportionate ownership interest in ECA LNG Phase 1 of 83.4% and 16.6%, respectively. The effective interest rate of the loan is based on the interest payments made to external lenders and guarantee payments made to TotalEnergies SE as a guarantor. At December 31, 2021 and 2020, $341 million and $17 million, respectively, was outstanding under the loan agreement, with a weighted-average interest rate of 2.93% and 2.82%, respectively.

ESJ. As we discuss in Note 5, through its acquisition of the remaining 50% of ESJ, Sempra Infrastructure assumed a $177 million (net of $6 million in unamortized debt issuance costs) variable rate loan payable to a syndicate of five lenders that matures in June 2033. To moderate exposure to interest rate and associated cash flow variability, ESJ entered into floating-to-fixed rate swaps for 90% of the principal balance, resulting in a fixed rate of 6.13%. The remaining 10% of the principal balance bore interest at 6-month LIBOR plus a margin of 2.63% with an increase of 25 bps every four years. On October 8, 2021, Sempra Infrastructure used proceeds from borrowings against IEnova’s committed and uncommitted lines of credit to fully repay the $175 million of outstanding principal plus accrued and unpaid interest on the ESJ loan prior to its scheduled maturity in 2033, and recognized $18 million ($10 million after tax and NCI) in charges associated with hedge termination costs and a write-off of unamortized debt issuance costs.

Ventika. On October 13, 2021, Sempra Infrastructure used proceeds from borrowings against IEnova’s committed and uncommitted lines of credit to fully repay $375 million of outstanding principal plus accrued and unpaid interest on the Ventika fixed- and variable-rate loans prior to scheduled maturity dates through 2032, and recognized $36 million ($20 million after tax and NCI) in charges associated with hedge termination costs and a write-off of unamortized debt issuance costs.