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SEMPRA - SHAREHOLDERS' EQUITY AND EARNINGS PER COMMON SHARE
 12 Months Ended
Dec. 31, 2021
Earnings Per Share [Abstract]  
SEMPRA - SHAREHOLDERS' EQUITY AND EARNINGS PER COMMON SHARE SEMPRA – SHAREHOLDERS’ EQUITY AND EARNINGS PER COMMON SHARE
SEMPRA COMMON STOCK REPURCHASES
On September 11, 2007, our board of directors authorized the repurchase of shares 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. On July 1, 2020, we entered into an ASR program under which we prepaid $500 million to repurchase shares of our common stock in a share forward transaction. The total number of shares purchased was determined by dividing the $500 million purchase price by the arithmetic average of the volume-weighted average trading prices of shares of our common stock during the valuation period of July 2, 2020 through August 4, 2020, minus a fixed discount. The ASR program was completed on August 4, 2020 with an aggregate of 4,089,375 shares of Sempra common stock repurchased at an average price of $122.27 per share. Following the completion of the ASR program, the aggregate dollar amount authorized by the September 11, 2007 share repurchase authorization was exhausted.
On July 6, 2020, our board of directors authorized the repurchase of shares 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 were repurchased under this authorization in 2020.
Beginning on November 17, 2021, we executed a series of open market repurchases for which we paid $300 million to repurchase shares of our common stock in the open market. The repurchases were completed on December 7, 2021 with an aggregate of 2,422,758 shares of Sempra common stock repurchased at a weighted-average purchase price of $123.83 per share, excluding commissions.
On January 11, 2022, we entered into an ASR program under which we prepaid $200 million to repurchase shares of our common stock in a share forward transaction. A total of 1,472,756 shares were purchased under this program at an average price of $135.80 per share. The total number of shares purchased was determined by dividing the $200 million purchase price by the arithmetic average of the volume-weighted average trading prices of shares of our common stock during the valuation period of January 12, 2022 through February 11, 2022, minus a fixed discount. The ASR program was completed on February 11, 2022. As of February 25, 2022, a maximum of $1.5 billion and no more than 21,104,486 shares may yet be purchased under the July 6, 2020 repurchase authorization.
SETTLEMENT OF FORWARD SALE AGREEMENTS
In 2019, we received $728 million (net of underwriting discounts of $13 million) from the settlement of 7,156,185 shares of our common stock at a forward sale price of $101.74 per share related to our January 2018 common stock offering.
In 2019, we received $1,066 million (net of underwriting discounts of $18 million) from the settlement of 9,750,000 shares of our common stock at a forward sale price of $109.33 per share related to our July 2018 common stock offering.
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)
 Years ended December 31,
 202120202019
Sempra:
Numerator for continuing operations:   
Income from continuing operations, net of income tax$1,463 $2,255 $1,999 
Earnings attributable to noncontrolling interests(145)(162)(129)
Preferred dividends(63)(168)(142)
Preferred dividends of subsidiary(1)(1)(1)
Earnings from continuing operations attributable to common shares$1,254 $1,924 $1,727 
Numerator for discontinued operations:
Income from discontinued operations, net of income tax$— $1,850 $363 
Earnings attributable to noncontrolling interests— (10)(35)
Earnings from discontinued operations attributable to common shares$— $1,840 $328 
Numerator for earnings:
Earnings attributable to common shares$1,254 $3,764 $2,055 
Denominator:   
Weighted-average common shares outstanding for basic EPS(1)
311,755 291,077 277,904 
Dilutive effect of stock options and RSUs(2)
752 1,175 1,585 
Dilutive effect of common shares sold forward— — 2,544 
Dilutive effect of mandatory convertible preferred stock529 — — 
Weighted-average common shares outstanding for diluted EPS313,036 292,252 282,033 
Basic EPS:
Earnings from continuing operations$4.03 $6.61 $6.22 
Earnings from discontinued operations$— $6.32 $1.18 
Earnings$4.03 $12.93 $7.40 
Diluted EPS:   
Earnings from continuing operations$4.01 $6.58 $6.13 
Earnings from discontinued operations$— $6.30 $1.16 
Earnings$4.01 $12.88 $7.29 
(1)     Includes fully vested RSUs held in our Deferred Compensation Plan of 453 in 2021, 537 in 2020 and 617 in 2019. 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.
(2)    Due to market fluctuations of both Sempra 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, 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 2021, 2020 and 2019 excludes potentially dilutive shares related to stock options and RSUs of 211,155, 187,028 and 80,281, respectively, because to include them would be antidilutive for the period. 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 the forward sale agreements that we discuss above is reflected in our diluted EPS calculation using the treasury stock method. We have fully settled all forward sale agreements and those shares are included in weighted-average common shares outstanding for basic EPS.
The potentially dilutive impact from our mandatory convertible preferred stock is calculated under the if-converted method until the mandatory conversion date. After the mandatory conversion date, the converted shares are included in weighted-average common shares outstanding for basic EPS. As we discuss in Note 13, we converted our series A preferred stock into common stock on January 15, 2021 and our series B preferred stock into common stock on July 15, 2021. The computation of diluted EPS for the years ended December 31, 2021, 2020 and 2019 excludes 2,272,117, 17,889,365 and 17,471,375 potentially dilutive shares related to our mandatory convertible preferred stock, respectively, because to include them would be antidilutive for those periods.
We are authorized to issue 750 million shares of no par value common stock. The following table provides common stock activity for the last three years.
COMMON STOCK ACTIVITY
 Years ended December 31,
 202120202019
Sempra:
Common shares outstanding, January 1288,470,244 291,712,925 273,769,513 
Conversion of mandatory convertible preferred stock18,037,745 — — 
Shares issued in IEnova exchange offer12,306,777 — — 
Shares issued under forward sale agreements— — 16,906,185 
RSUs vesting(1)
686,916 896,839 463,012 
Stock options exercised50,671 4,400 52,540 
Savings plan issuance— 201,431 475,774 
Common stock investment plan(2)
— 42,955 199,253 
Issuance of RSUs held in our Deferred Compensation Plan102,238 103,552 59,470 
Shares repurchased(3)
(2,734,809)(4,491,858)(212,822)
Common shares outstanding, December 31316,919,782 288,470,244 291,712,925 
(1)    Includes dividend equivalents.
(2)    Participants in the Direct Stock Purchase Plan may reinvest dividends to purchase newly issued shares.
(3)    In 2021 and 2020, includes shares repurchased under the repurchase programs that we discuss above. Generally, we purchase shares of our common stock or units from LTIP participants who elect to sell to us a sufficient number of vested RSUs to meet minimum statutory tax withholding requirements.