8-K 1 sresdge20190718form8k.htm FORM 8-K Document

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report
(Date of earliest event reported):
July 18, 2019

File Number
Exact Name of Registrants as Specified in their Charters, State of Incorporation,
Address and Telephone Number
I.R.S. Employer
(A California Corporation)
488 8th Avenue
San Diego, California 92101
(619) 696-2000
(A California Corporation)
8326 Century Park Court
San Diego, California 92123
(619) 696-2000
(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrants under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[   ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Title of Each Class
Trading Symbol
Name of Each Exchange on Which Registered
Sempra Energy Common Stock, without par value
Sempra Energy 6% Mandatory Convertible Preferred Stock, Series A,
$100 liquidation preference
Sempra Energy 6.75% Mandatory Convertible Preferred Stock, Series B,
$100 liquidation preference
Sempra Energy 5.75% Junior Subordinated Notes Due 2079,
$25 par value
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).
Emerging growth company
Sempra Energy
 [ ]
San Diego Gas & Electric Company
 [ ]
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Sempra Energy
 [ ]
San Diego Gas & Electric Company
 [ ]

Item 8.01 Other Events.
As previously reported by Sempra Energy and San Diego Gas & Electric Company (“SDG&E”), a subsidiary of Sempra Energy, in a Form 8-K filed with the U.S. Securities and Exchange Commission on July 12, 2019 (the “Prior Form 8-K”) and incorporated herein by reference, California Assembly Bills 1054 and 111 (collectively, the “Wildfire Legislation”) were approved by the California legislature. On July 12, 2019, Governor Newsom signed the Wildfire Legislation into law. The Wildfire Legislation provides for an option whereby investor-owned electric utilities (“IOUs”) not subject to an insolvency proceeding, which are SDG&E and Southern California Edison Company (“Edison”), may each notify the California Public Utilities Commission (“CPUC”) of its commitment to provide shareholder contributions to a Wildfire Fund. As described in the Prior Form 8-K, there are material benefits available to participating IOUs in the larger Wildfire Fund that are not available in the smaller Liquidity Fund. In accordance with the Wildfire Legislation, on July 18, 2019, SDG&E notified the CPUC of its commitment to provide its shareholder contributions to the Wildfire Fund. However, the Wildfire Fund will only be created if Edison also commits to provide its shareholder contributions. The deadline for Edison to indicate whether they will commit to contributing to the Wildfire Fund is July 27, 2019.
Subject to Edison committing to contribute to the Wildfire Fund, both Edison and SDG&E would be required to make their initial contributions by September 10, 2019, as well as 10 annual contributions by January 1 of each subsequent year. SDG&E’s initial contribution would be $322.5 million, and its annual contribution would be $12.9 million each year for 10 years, all of which would be funded by SDG&E’s shareholders.
While SDG&E is currently evaluating the accounting and tax treatment of the initial contribution and annual contributions, our conclusion regarding the ultimate accounting treatment may result in, among other possibilities, a charge against the earnings of Sempra Energy and SDG&E in the third quarter of 2019, which in any event would not be greater than SDG&E’s total initial and annual contributions to the fund.
Information Regarding Forward-Looking Statements
We make statements in this report that are not historical fact and constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based upon assumptions with respect to the future, involve risks and uncertainties, and are not guarantees of performance. These forward-looking statements represent our estimates and assumptions only as of the filing date of this report. We assume no obligation to update or revise any forward-looking statement as a result of new information, future events or other factors.
In this report, when we use words such as “believes,” “expects,” “anticipates,” “plans,” “estimates,” “projects,” “forecasts,” “contemplates,” “assumes,” “depends,” “should,” “could,” “would,” “will,” “confident,” “may,” “can,” “potential,” “possible,” “proposed,” “target,” “pursue,” “outlook,” “maintain,” or similar expressions, or when we discuss our guidance, strategy, plans, goals, vision, mission, opportunities, projections, initiatives, objectives or intentions, we are making forward-looking statements.
Factors, among others, that could cause our actual results and future actions to differ materially from those described in any forward-looking statements include risks and uncertainties relating to: the greater degree and prevalence of wildfires in California in recent years and the risk that we may be found liable for damages regardless of fault, such as where inverse condemnation applies, and risk that we may not be able to recover any such costs in rates from customers in California; actions and the timing of actions, including decisions, new regulations and issuances of authorizations by the California Public Utilities Commission, U.S. Department of Energy, California Department of Conservation’s Division of Oil, Gas, and Geothermal Resources, U.S. Environmental Protection Agency, Federal Energy Regulatory Commission, Pipeline and Hazardous Materials Safety Administration, states, cities and counties, and other regulatory and governmental bodies in the U.S.; the success of business development efforts and construction projects, including risks in (i) obtaining or maintaining authorizations; (ii) completing construction projects on schedule and budget; (iii) counterparties’ ability to fulfill contractual commitments; (iv) winning competitively bid infrastructure projects; and (v) the ability to realize anticipated benefits from any of these efforts once completed; the resolution of civil and criminal litigation and regulatory investigations and proceedings; actions by credit rating agencies to downgrade our credit ratings or to place those ratings on negative outlook and our ability to borrow at favorable interest rates; deviations from regulatory precedent or practice that result in a reallocation of benefits or burdens among shareholders and ratepayers; denial of approvals of proposed settlements; delays in, or denial of, regulatory agency authorizations to recover costs in rates from customers or regulatory agency approval for projects required to enhance

safety and reliability; moves to reduce or eliminate reliance on natural gas; the availability of electric power and natural gas and natural gas storage capacity, including disruptions caused by failures in the transmission grid, limitations on the withdrawal or injection of natural gas from or into storage facilities, and equipment failures; weather conditions, natural disasters, accidents, equipment failures, computer system outages, explosions, terrorist attacks and other events that disrupt our operations, damage our facilities and systems, cause the release of harmful materials, cause fires and subject us to third-party liability for property damage or personal injuries, fines and penalties, some of which may not be covered by insurance (including costs in excess of applicable policy limits), may be disputed by insurers or may otherwise not be recoverable through regulatory mechanisms or may impact our ability to obtain satisfactory levels of affordable insurance; cybersecurity threats to the energy grid, storage and pipeline infrastructure, the information and systems used to operate our businesses and the confidentiality of our proprietary information and the personal information of our customers and employees; changes in capital markets, energy markets and economic conditions, including the availability of credit; and volatility in interest and inflation rates and commodity prices and our ability to effectively hedge the risk of such volatility; the impact of federal or state tax reform and our ability to mitigate adverse impacts; the impact on competitive customer rates and reliability of electric transmission and distribution systems due to the growth in distributed and local power generation and from possible departing retail load resulting from customers transferring to Direct Access and Community Choice Aggregation or other forms of distributed and local power generation and the potential risk of nonrecovery for stranded assets and contractual obligations; and other uncertainties, some of which may be difficult to predict and are beyond our control.
We caution you not to rely unduly on any forward-looking statements. You should review and consider carefully the risks, uncertainties and other factors that affect our business as described herein and in our most recent Annual Report on Form 10-K and other reports that we file with the U.S. Securities and Exchange Commission.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.

Date: July 18, 2019
By: /s/ Peter R. Wall
Peter R. Wall
Vice President, Controller and Chief Accounting Officer

Date: July 18, 2019
By: /s/ Bruce A. Folkmann
Bruce A. Folkmann
Vice President, Controller, Chief Financial Officer and
Chief Accounting Officer