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Form 10-Q for SEMPRA ENERGY


31-Jul-2009

Quarterly Report


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion in conjunction with the financial statements contained in this Form 10-Q, "Management's Discussion and Analysis of Financial Condition and Results of Operations" contained in our 2008 Annual Report on Form 10-K (Annual Report), and "Risk Factors" contained in our Annual Report and Part II of this Form 10-Q.

OVERVIEW

Sempra Energy is a Fortune 500 energy services holding company whose business units provide electric, natural gas and other energy products and services to their customers. Our operations are divided principally between the Sempra Utilities and Sempra Global. The Sempra Utilities consist of two California regulated public utility companies, 1) San Diego Gas & Electric Company (SDG&E) and 2) Southern California Gas Company (SoCalGas). Sempra Global consists of businesses engaged in providing energy products and services.

This report includes information for the following separate registrants:

§

Sempra Energy and its consolidated entities

§

SDG&E

§

Pacific Enterprises (PE), the holding company for SoCalGas

§

SoCalGas

References in this report to "we," "our" and "Sempra Energy Consolidated" are to Sempra Energy and its consolidated entities, collectively, unless otherwise indicated by the context.

PE's operations consist solely of those of SoCalGas and additional items (e.g., cash, intercompany accounts and equity) attributable to being a holding company for SoCalGas.

Below are the summary descriptions of our operating business units.

SEMPRA BUSINESS UNITS

The Sempra Utilities consist of SDG&E and SoCalGas.


 SEMPRA UTILITIES
                                      MARKET               SERVICE TERRITORY
 SAN DIEGO GAS & ELECTRIC   §                          Serves the county of San
 COMPANY (SDG&E)            Provides electricity to    Diego, CA and southern
 A regulated public         3.4 million consumers (1.4 Orange County covering
 utility; infrastructure    million meters)            4,100 square miles
 supports electric          §
 distribution and           Provides natural gas to
 transmission, and natural  3.1 million consumers
 gas distribution           (840,000 meters)
 SOUTHERN CALIFORNIA GAS    §                          Southern California and
 COMPANY (SOCALGAS)         Residential, commercial,   portions of Central
 A regulated public         industrial, utility        California (excluding San
 utility; infrastructure    electric generation and    Diego County, the city of
 supports natural gas       wholesale customers        Long Beach and the desert
 distribution, transmission §                          area of San Bernardino
 and storage                Covers a population of     County) covering 20,000
                            20.5 million (5.7 million  square miles
                            meters)

Sempra Global is a holding company for most of our subsidiaries that are not subject to California utility regulation. Sempra Global's principal business units, which provide energy-related products and services, are

§

Sempra Commodities

§

Sempra Generation

§

Sempra Pipelines & Storage

§

Sempra LNG

 SEMPRA GLOBAL
                                      MARKET               GEOGRAPHIC REGION
 SEMPRA COMMODITIES         §                          §
 RBS Sempra Commodities, a  Natural gas; natural gas   Global
 joint venture with The     liquids
 Royal Bank of Scotland     §
 (RBS), is a commodities-   Power
 marketing business         §
                            Petroleum and petroleum
                            products
                            §
                            Coal
                            §
                            Emissions
                            §
                            Ethanol
                            §
                            Base metals
 SEMPRA GENERATION          §                          §
 Develops, owns and         Wholesale electricity      U.S.A.
 operates electric power                               §
 plants                                                Mexico
 SEMPRA PIPELINES & STORAGE §                          §
 Develops, owns and         Natural gas                U.S.A.
 operates, or holds         §                          §
 interests in, natural gas  Electricity                Mexico
 pipelines and storage                                 §
 facilities, and natural                               Argentina
 gas and electric service                              §
 providers                                             Chile
                                                       §
                                                       Peru
 SEMPRA LNG                 §                          §
 Develops, owns and         Natural gas                U.S.A.
 operates receipt terminals                            §
 for importing liquefied                               Mexico
 natural gas (LNG)

RESULTS OF OPERATIONS

We discuss the following in Results of Operations:

§

Overall results of our operations and factors affecting those results

§

Our business unit results

§

Significant changes in revenues, costs and earnings between periods

In the six months ended June 30, 2009, our earnings increased $28 million (6%) to $514 million primarily due to improved earnings at the Sempra Utilities, offset by lower earnings at Sempra Pipelines & Storage. The earnings at Sempra Pipelines & Storage were negatively impacted by a second quarter 2009 after-tax asset write-off of $64 million related to assets at its Liberty Gas Storage (Liberty) natural gas storage facility. We discuss the write-off in Note 10 of the Notes to Condensed Consolidated Financial Statements herein and in "Factors Influencing Future Performance - Sempra Pipelines & Storage - Liberty Gas Storage (Liberty)" below.

Diluted earnings per share for the first six months increased by $0.19 per share, $0.11 per share from increased earnings and $0.08 per share from a reduction in shares outstanding, primarily as a result of our $1 billion share repurchase in 2008.

In the three months ended June 30, 2009, our earnings decreased $46 million (19%) to $198 million primarily due to the asset write-off recorded at Sempra Pipelines & Storage and decreased earnings at Sempra Commodities. Diluted earnings per share for the three months decreased by $0.18 per share, primarily from decreased earnings.

The following table shows our earnings by business unit, which we discuss below in "Business Unit Results."

EARNINGS BY BUSINESS UNIT
(Dollars in millions)
                                                        Six months ended June 30,
                                                       2009                   2008
Sempra Utilities:
  SDG&E*                                      $       169      33  %  $     135      28  %
  SoCalGas*                                           124      24           113      23
Sempra Global:
  Sempra Commodities**                                199      39           189      39
  Sempra Generation                                    76      15            68      14
  Sempra Pipelines & Storage                           10       2            50      10
  Sempra LNG                                          (19)     (4)          (37)     (8)
Parent and other***                                   (45)     (9)          (32)     (6)
Earnings                                      $       514     100  %  $     486     100  %
                                                       Three months ended June 30,
                                                       2009                   2008
Sempra Utilities:
  SDG&E*                                      $        70      35  %  $      61      25  %
  SoCalGas*                                            65      33            56      23
Sempra Global:
  Sempra Commodities**                                 85      43           130      53
  Sempra Generation                                    33      17            23       9
  Sempra Pipelines & Storage                          (27)    (14)           24      10
  Sempra LNG                                          (12)     (6)          (28)    (11)
Parent and other***                                   (16)     (8)          (22)     (9)
Earnings                                      $       198     100  %  $     244     100  %


* After preferred dividends. ** Results for 2009 and the second quarter of 2008 include our portion of RBS Sempra Commodities' joint venture earnings and interest, income taxes, cost allocations and other items associated with the joint venture. Results for the first quarter of 2008 include 100% of the commodities-marketing businesses. Both 2009 and 2008 include the results of Sempra Rockies Marketing. *** Includes after-tax interest expense ($67 million and $26 million for the six months ended June 30, 2009 and 2008, respectively, and $33 million and $11 million for the three months ended June 30, 2009 and 2008, respectively), intercompany eliminations recorded in consolidation and certain corporate costs incurred at Sempra Global.

BUSINESS UNIT RESULTS

The following section is a discussion of earnings by business unit, as it appears in the table above.

BUSINESS UNIT EARNINGS -- SEMPRA UTILITIES
(Dollars in millions)

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[[Image Removed: [q209_finaldraft004.gif]]]

SDG&E

SDG&E business unit earnings were

§

$169 million for the first six months of 2009 ($171 million before preferred dividends)

§

$135 million for the first six months of 2008 ($137 million before preferred dividends)

§

$70 million in the three months ended June 30, 2009 ($71 million before preferred dividends)

§

$61 million in the three months ended June 30, 2008 ($62 million before preferred dividends)

The increase of $34 million (25%) in the first six months of 2009 was due to:

§

$32 million higher authorized margin due to the implementation of the 2008 General Rate Case (GRC) decision in the third quarter of 2008;

§

$12 million higher California Public Utilities Commission (CPUC) authorized margin in excess of higher operation and maintenance expenses;

§

$10 million favorable impact from the resolution of litigation in 2009 as opposed to litigation settlement costs in 2008; and

§

$3 million higher favorable impact from the resolution of prior year's income tax issues; offset by

§

$16 million from the resolution of regulatory matters in 2009 ($9 million) that adversely impacted earnings compared to the resolution of regulatory matters in 2008 ($7 million) that favorably impacted earnings; and

§

$10 million due to lower regulatory awards in 2009.

In the three months ended June 30, 2009, SDG&E's earnings increased $9 million (15%) due to:

§

$16 million higher authorized margin due to the implementation of the 2008 GRC decision in the third quarter of 2008;

§

$10 million favorable impact from the resolution of prior year's income tax issues in 2009;

§

$4 million of litigation settlement costs in 2008; and

§

$2 million due to higher electric transmission margin in 2009; offset by

§

$16 million from the resolution of regulatory matters in 2009 ($9 million) that adversely impacted earnings compared to the resolution of regulatory matters in 2008 ($7 million) that favorably impacted earnings; and

§

$8 million due to lower regulatory awards in 2009.

SoCalGas

SoCalGas business unit earnings were

§

$124 million for the first six months of 2009 ($125 million before preferred dividends)

§

$113 million for the first six months of 2008 ($114 million before preferred dividends)

§

$65 million in the three months ended June 30, 2009 ($66 million before preferred dividends)

§

$56 million in the three months ended June 30, 2008 ($57 million before preferred dividends)

The increase of $11 million (10%) in the first six months of 2009 was due to:

§

$7 million higher CPUC authorized margins in excess of higher operation and maintenance expenses;

§

$7 million from a lower effective income tax rate primarily due to higher software development cost deductions in 2009; and

§

$7 million higher authorized margin due to the implementation of the 2008 GRC decision in the third quarter of 2008; offset by

§

$5 million higher net interest expense;

§

$3 million higher net bad debt expense; and

§

$3 million lower regulatory awards.

In the three months ended June 30, 2009, SoCalGas' earnings increased $9 million (16%) due to:

§

$5 million higher CPUC authorized margins in excess of higher operation and maintenance expenses;

§

$4 million from a lower effective income tax rate primarily due to higher software development cost deductions in 2009; and

§

$3 million higher authorized margin due to the implementation of the 2008 GRC decision in the third quarter of 2008; offset by

§

$3 million higher net interest expense.

BUSINESS UNIT EARNINGS (LOSSES) -- SEMPRA GLOBAL
(Dollars in millions)

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[[Image Removed: [q209_finaldraft008.gif]]]

Sempra Commodities

Sempra Commodities recorded business unit earnings of:

§

$199 million for the first six months of 2009

§

$189 million for the first six months of 2008

§

$85 million in the three months ended June 30, 2009

§

$130 million in the three months ended June 30, 2008

Results for the first six months of 2009 and the second quarter of 2008 primarily represent our equity earnings from RBS Sempra Commodities, formed on April 1, 2008. Results for the first quarter of 2008, included in the 2008 six-month period, represent 100% of the commodities-marketing businesses' earnings until the formation of the joint venture. The first-quarter 2008 results included a $17 million write-down related to a counterparty credit issue.

The decrease of $45 million (35%) in the three months ended June 30, 2009 was due primarily to the following items recorded in the second quarter of 2008:

§

$67 million gain on the transaction with RBS; offset by

§

$30 million of expenses, primarily charges for litigation and an unfavorable impact of prior year's income tax issues.

Sempra Generation

Sempra Generation recorded business unit earnings of:

§

$76 million for the first six months of 2009

§

$68 million for the first six months of 2008

§

$33 million in the three months ended June 30, 2009

§

$23 million in the three months ended June 30, 2008

The increase of $8 million (12%) in the first six months of 2009 included

§

$20 million improved mark-to-market earnings on forward contracts with RBS Sempra Commodities and other counterparties primarily due to a $21 million loss in 2008; offset by

§

$13 million lower earnings from operations primarily due to less favorable market pricing and scheduled plant maintenance.

The increase of $10 million (43%) in the three months ended June 30, 2009 included

§

$23 million improved mark-to-market earnings on forward contracts with RBS Sempra Commodities and other counterparties primarily due to a $20 million loss in 2008; offset by

§

$8 million lower earnings from operations primarily due to less favorable market pricing; and

§

$5 million higher taxes resulting from a delay in the expected completion date of planned solar investments.

Sempra Pipelines & Storage

Sempra Pipelines & Storage recorded business unit earnings (losses) of:

§

$10 million for the first six months of 2009

§

$50 million for the first six months of 2008

§

$(27) million in the three months ended June 30, 2009

§

$24 million in the three months ended June 30, 2008

The decrease of $40 million (80%) in the first six months of 2009 was primarily due to:

§

$64 million lower earnings from a write-off of assets at Liberty; and

§

$14 million lower earnings due to foreign currency exchange-rate effects, primarily from its investment in Chile; offset by

§

$14 million higher earnings from the commencement of LNG-related pipeline operations in Mexico in the second quarter of 2008;

§

$11 million higher earnings from its investment in South America;

§

$6 million lower taxes on foreign income; and

§

$6 million earnings from the operations of Mobile Gas, acquired in October 2008.

The decrease of $51 million (213%) in the three months ended June 30, 2009 was primarily due to:

§

$64 million lower earnings from the write-off of assets at Liberty; and

§

$7 million lower earnings due to foreign currency exchange-rate effects, primarily from its investment in Chile; offset by

§

$9 million higher earnings from its investment in South America;

§

$7 million higher earnings from the commencement of LNG-related pipeline operations in Mexico in the second quarter of 2008; and

§

$6 million lower taxes on foreign income.

Sempra LNG

Sempra LNG recorded losses of:

§

$19 million for the first six months of 2009

§

$37 million for the first six months of 2008

§

$12 million in the three months ended June 30, 2009

§

$28 million in the three months ended June 30, 2008

The decrease in losses of $18 million (49%) in the first six months of 2009 included

§

$18 million improved mark-to-market results related to a natural gas marketing agreement with RBS Sempra Commodities primarily due to losses of $17 million in 2008; and

§

$11 million lower income tax expense related to Mexican currency translation and inflation adjustments; offset by

§

a $10 million after-tax cash payment received in the first quarter of 2008 for the early termination of a capacity agreement for the Cameron LNG receipt terminal.

The decrease in losses of $16 million (57%) in the three months ended June 30, 2009 included

§

$9 million improved mark-to-market results related to a natural gas marketing agreement with RBS Sempra Commodities primarily due to losses of $11 million in 2008; and

§

$7 million lower income tax expense related to Mexican currency translation and inflation adjustments.

Parent and Other

Losses for Parent and Other were

§

$45 million for the first six months of 2009

§

$32 million for the first six months of 2008

§

$16 million in the three months ended June 30, 2009

§

$22 million in the three months ended June 30, 2008

The increase in losses of $13 million (41%) in the first six months of 2009 was due to:

§

$29 million higher net interest expense primarily from long-term debt issued in 2008; and

§

$9 million favorable impact of an interest adjustment in 2008 related to litigation reserves; offset by

§

$23 million lower income tax expense; and

§

$3 million higher investment gains on dedicated assets in support of our executive retirement and deferred compensation plans due to improved market conditions. This amount is net of the increase in deferred compensation liability associated with the investments.

The decrease in losses of $6 million (27%) in the three months ended June 30, 2009 was due to:

§

$21 million lower income tax expense; and

§

$11 million higher investment gains on dedicated assets in support of our executive retirement and deferred compensation plans due to improved market conditions. This amount is net of the increase in deferred compensation liability associated with the investments; offset by

§

$15 million higher net interest expense primarily from long-term debt issued in 2008, and to a lesser extent, higher interest rates on this long-term debt than on short-term debt replaced; and

§

$9 million favorable impact of an interest adjustment in 2008 related to litigation reserves.

CHANGES IN REVENUES, COSTS AND EARNINGS

This section contains a discussion of the differences between periods in the specific line items of the Condensed Consolidated Statements of Operations for Sempra Energy, SDG&E, PE and SoCalGas.

Sempra Utilities Revenues

The current regulatory framework permits the cost of natural gas purchased for core customers (primarily residential and small commercial and industrial customers) to be passed on to customers substantially as incurred. However, SoCalGas' Gas Cost Incentive Mechanism (GCIM) provides SoCalGas the opportunity to share in the savings and/or costs from buying natural gas for its core customers at prices below or above market-based monthly benchmarks. The mechanism permits full recovery of costs incurred when average purchase costs are within a price range around a monthly benchmark price. Any higher costs or savings realized outside this range are shared between the core customers and SoCalGas. We provide further discussion in Note 9 of the Notes to Condensed Consolidated Financial Statements herein.

The regulatory framework permits SDG&E to recover the actual cost incurred to generate or procure electricity based on annual estimates of the cost of electricity supplied to core customers. The differences in cost between estimates and actual are recovered in the next year through rates.

Sempra Utilities: Natural Gas Revenues and Cost of Natural Gas

The tables below show natural gas revenues for Sempra Energy, SDG&E and SoCalGas for the six-month periods ended June 30. The Sempra Energy amounts reflect SDG&E and SoCalGas revenues, net of intercompany transactions. Because the cost of natural gas is recovered in rates, changes in the cost are reflected in the changes in revenues.

SEMPRA ENERGY CONSOLIDATED
NATURAL GAS SALES, TRANSPORTATION AND EXCHANGE
(Volumes in billion cubic feet, dollars in millions)
                                                                 Transportation
                                Natural Gas Sales                 and Exchange                   Total
Customer class             Volumes          Revenue          Volumes        Revenue        Volumes     Revenue
2009:
  Residential                     149  $           1,280              1  $           2           150  $   1,282
  Commercial and
industrial                         62                413            130            104           192        517
  Electric generation
plants                              -                  -            110             28           110         28
  Wholesale                         -                  -             10              3            10          3
                                  211  $           1,693            251  $         137           462      1,830
  Other revenues                                                                                             48
  Balancing accounts*                                                                                        (5)
    Total                                                                                             $   1,873
2008:
  Residential                     160  $           2,095              1  $           2           161  $   2,097
  Commercial and
industrial                         65                768            140             83           205        851
  Electric generation
plants                              -                  -            122             44           122         44
  Wholesale                         -                  -             11              4            11          4
                                  225  $           2,863            274  $         133           499      2,996
  Other revenues                                                                                             73
  Balancing accounts*                                                                                        29
    Total                                                                                             $   3,098


* We discuss balancing accounts and their effects in Note 1 of the Notes to Consolidated Financial Statements in the Annual Report.

During the six months ended June 30, 2009, our natural gas revenues decreased by $1.2 billion (40%) to $1.9 billion, and the cost of natural gas decreased by $1.2 billion (61%) to $789 million. During the three months ended June 30, 2009, our natural gas revenues decreased by $524 million (40%) to $782 million, and the cost of natural gas decreased by $535 million (68%) to $249 million. The decreases in revenues and cost were primarily due to substantially lower natural gas prices in 2009. To a lesser extent, the decreases were due to lower sales volumes due to noticeably milder temperatures in 2009. We discuss the decrease in the cost of natural gas individually for SDG&E and SoCalGas below.

SDG&E
NATURAL GAS SALES, TRANSPORTATION AND EXCHANGE
(Volumes in billion cubic feet, dollars in millions)
                                                   Transportation
                              Natural Gas Sales     and Exchange          Total
Customer class                Volumes   Revenue   Volumes   Revenue  Volumes Revenue
2009:
  Residential                       19  $   188         -  $      -      19  $   188
  Commercial and industrial          8       59         3         5      11       64
  Electric generation plants         -        -        30         9      30        9
                                    27  $   247        33  $     14      60      261
  Other revenues                                                                  16
  Balancing accounts                                                              (2)
    Total*                                                                   $   275
2008:
  Residential                       20  $   285         -  $      -      20  $   285
  Commercial and industrial          9      104         4         5      13      109
  Electric generation plants         -        -        32        12      32       12
                                    29  $   389        36  $     17      65      406
  Other revenues                                                                  12
  Balancing accounts                                                              (2)
    Total*                                                                   $   416


* Includes sales to affiliates of $1 million in each of 2009 and 2008.

During the six months ended June 30, 2009, SDG&E's natural gas revenues decreased by $141 million (34%) to $275 million, and the cost of natural gas decreased by $141 million (53%) to $124 million. During the three months ended June 30, 2009, SDG&E's natural gas revenues decreased by $75 million (44%) to $96 million, and the cost of natural gas decreased by $76 million (67%) to $37 million. For the first six months of 2009, SDG&E's average cost of natural gas was $4.59 per thousand cubic feet (Mcf) compared to $9.03 per Mcf for the first six months of 2008, a 49-percent decrease of $4.44 per Mcf, resulting in lower revenues and cost of $120 million. The average cost of natural gas for the second quarter of 2009 was $3.57 per Mcf compared to $10.72 per Mcf in the . . .

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