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Form 10-Q for SEMPRA ENERGY


9-Nov-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         §                          §
 Holds an interest in RBS   Natural gas; natural gas   Global
 Sempra Commodities, a      liquids
 commodities-marketing      §
 business joint venture     Power
 with The Royal Bank of     §
 Scotland (RBS)             Petroleum and petroleum
                            products
                            §
                            Coal
                            §
                            Emissions
                            §
                            Ethanol
                            §
                            Base metals
 SEMPRA GENERATION          §                          §
 Develops, owns and         Wholesale electricity      North America
 operates, or holds
 interests in, electric
 power plants and energy
 projects
 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 three months ended September 30, 2009, our earnings increased $9 million (3%) to $317 million primarily due to improved results at Sempra Commodities and Sempra Pipelines & Storage, offset by decreased earnings at Sempra Generation and the Sempra Utilities, and higher net losses at Parent and Other. Diluted earnings per share for the three months increased by $0.03 (2%) per share, primarily from the increased earnings.

The Sempra Utilities' third quarter 2008 earnings include adjustments of $33 million at SDG&E and $7 million at SoCalGas associated with the implementation of the 2008 General Rate Case (2008 GRC) decision, which was issued by the California Public Utilities Commission (CPUC) in the third quarter of 2008. Reported revenues and earnings for the first six months of 2008 associated with CPUC-regulated operations were based on the 2007 CPUC-authorized revenue established by the 2004 Cost of Service decision. The third-quarter 2008 adjustments reflect the authorized revenue established in the 2008 GRC for the period of January 1 through June 30, 2008.

In the nine months ended September 30, 2009, our earnings increased $37 million (5%) to $831 million primarily due to improved results at Sempra Commodities and the Sempra Utilities, offset by decreased earnings at Sempra Generation and Sempra Pipelines & Storage, and higher net losses at Parent and Other. The earnings at Sempra Pipelines & Storage were negatively impacted by a second quarter 2009 after-tax asset write-off of $64 million related to the Liberty Project. We discuss the write-off in Note 5 of the Notes to Condensed Consolidated Financial Statements herein.

Diluted earnings per share for the first nine months increased by $0.24 (8%) per share, $0.15 per share from increased earnings and $0.09 per share from a reduction in shares outstanding, primarily as a result of our $1 billion share repurchase in 2008.

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

EARNINGS (LOSSES) BY BUSINESS UNIT
(Dollars in millions)
                                                    Three months ended September 30,
                                                       2009                   2008
Sempra Utilities:
  SDG&E*                                      $       108      34  %  $     123      40  %
  SoCalGas*                                            74      23            77      25
Sempra Global:
  Sempra Commodities**                                 75      24            (8)     (3)
  Sempra Generation                                    43      14            94      31
  Sempra Pipelines & Storage                           54      17            34      11
  Sempra LNG                                            -       -             4       1
Parent and other***                                   (37)    (12)          (16)     (5)
Earnings                                      $       317     100  %  $     308     100  %
                                                     Nine months ended September 30,
                                                       2009                   2008
Sempra Utilities:
  SDG&E*                                      $       277      33  %  $     258      32  %
  SoCalGas*                                           198      24           190      24
Sempra Global:
  Sempra Commodities**                                274      33           181      23
  Sempra Generation                                   119      14           162      20
  Sempra Pipelines & Storage                           64       8            84      11
  Sempra LNG                                          (19)     (2)          (33)     (4)
Parent and other***                                   (82)    (10)          (48)     (6)
Earnings                                      $       831     100  %  $     794     100  %


* After preferred dividends. ** Results for 2009 and the second and third quarters 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 ($33 million and $24 million for the three months ended September 30, 2009 and 2008, respectively, and $100 million and $50 million for the nine months ended September 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: [finaldraft_masterq30910q004.gif]]]

SDG&E

SDG&E business unit earnings were

§

$108 million in the three months ended September 30, 2009 ($110 million before preferred dividends)

§

$123 million in the three months ended September 30, 2008 ($125 million before preferred dividends)

§

$277 million in the nine months ended September 30, 2009 ($281 million before preferred dividends)

§

$258 million in the nine months ended September 30, 2008 ($262 million before preferred dividends)

In the three months ended September 30, 2009, SDG&E's earnings decreased $15 million (12%) due to:

§

$33 million higher authorized margin in 2008 due to the implementation of the 2008 GRC decision in the third quarter of 2008;

§

$10 million lower favorable impact from the resolution of prior years' income tax issues; and

§

$5 million higher liability insurance premiums for wildfire coverage; offset by

§

$17 million increase in litigation reserves in 2008;

§

$11 million higher CPUC authorized margin and lower operation and maintenance expenses; and

§

$9 million from the resolution of regulatory matters in 2009 that favorably impacted earnings.

The increase of $19 million (7%) in the nine months ended September 30, 2009 was due to:

§

$26 million net favorable impact from the resolution of litigation in 2009 as opposed to an increase in litigation reserves in 2008;

§

$23 million higher CPUC authorized margin and lower operation and maintenance expenses; and

§

$5 million higher electric transmission margin; offset by

§

$12 million lower regulatory awards;

§

$7 million from the resolution of regulatory matters in 2008 that favorably impacted earnings;

§

$7 million lower favorable impact from the resolution of prior years' income tax issues; and

§

$5 million higher liability insurance premiums for wildfire coverage.

SoCalGas

SoCalGas business unit earnings were

§

$74 million in the three months ended September 30, 2009 (both before and after preferred dividends)

§

$77 million in the three months ended September 30, 2008 (both before and after preferred dividends)

§

$198 million in the nine months ended September 30, 2009 ($199 million before preferred dividends)

§

$190 million in the nine months ended September 30, 2008 ($191 million before preferred dividends)

In the three months ended September 30, 2009, SoCalGas' earnings decreased $3 million (4%) due to:

§

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

§

$7 million from the resolution of a regulatory matter in 2008 that favorably impacted earnings; offset by

§

$8 million higher CPUC authorized margin and lower operation and maintenance expenses; and

§

$3 million lower bad debt expense.

The increase of $8 million (4%) in the nine months ended September 30, 2009 was due to:

§

$15 million higher CPUC authorized margin and lower operation and maintenance expenses;

§

$10 million from a lower effective income tax rate primarily due to higher software development cost deductions and higher Medicare subsidy in 2009; and

§

$3 million higher non-core natural gas storage earnings; offset by

§

$7 million from the resolution of a regulatory matter in 2008 that favorably impacted earnings;

§

$7 million higher net interest expense due to higher average long-term debt outstanding in 2009; and

§

$5 million lower favorable impact from the resolution of prior years' income tax issues ($1 million unfavorable in 2009 compared to $4 million favorable in 2008).

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

[[Image Removed: [finaldraft_masterq30910q006.gif]]]

[[Image Removed: [finaldraft_masterq30910q008.gif]]]

Sempra Commodities

Sempra Commodities recorded business unit earnings (losses) of:

§

$75 million in the three months ended September 30, 2009

§

$(8) million in the three months ended September 30, 2008

§

$274 million in the nine months ended September 30, 2009

§

$181 million in the nine months ended September 30, 2008

Results in the nine months ended September 30, 2009 and the second and third quarters 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 nine-month period, represent 100 percent of the commodities-marketing businesses' earnings until the formation of the joint venture.

The increase of $83 million in the three months ended September 30, 2009 was primarily due to higher equity earnings from RBS Sempra Commodities.

The increase of $93 million (51%) in the nine months ended September 30, 2009 was due primarily to:

§

higher equity earnings from the joint venture;

§

$36 million of expenses in 2008, primarily charges for litigation and an unfavorable impact of prior year's income tax issues; and

§

a $17 million write-down in the first quarter of 2008 related to a counterparty credit issue; offset by

§

$67 million gain on the transaction with RBS in 2008.

Sempra Generation

Sempra Generation recorded business unit earnings of:

§

$43 million in the three months ended September 30, 2009

§

$94 million in the three months ended September 30, 2008

§

$119 million in the nine months ended September 30, 2009

§

$162 million in the nine months ended September 30, 2008

The decrease of $51 million (54%) in the three months ended September 30, 2009 included

§

$27 million lower mark-to-market earnings on forward contracts with RBS Sempra Commodities and other counterparties, primarily due to a $28 million gain in 2008;

§

$12 million lower earnings from operations primarily due to less favorable market pricing; and

§

$8 million solar investment tax credits in 2008.

The decrease of $43 million (27%) in the nine months ended September 30, 2009 included

§

$24 million lower earnings from operations primarily due to less favorable market pricing and scheduled plant maintenance;

§

$8 million solar investment tax credits in 2008; and

§

$7 million mark-to-market gain on forward contracts with RBS Sempra Commodities and other counterparties in 2008.

Sempra Pipelines & Storage

Sempra Pipelines & Storage recorded business unit earnings of:

§

$54 million in the three months ended September 30, 2009

§

$34 million in the three months ended September 30, 2008

§

$64 million in the nine months ended September 30, 2009

§

$84 million in the nine months ended September 30, 2008

The increase of $20 million (59%) in the three months ended September 30, 2009 was primarily due to:

§

$15 million lower taxes due to the favorable impact of the resolution of prior years' income tax issues in 2009; and

§

$6 million higher earnings from its investment in the Rockies Express Pipeline.

The decrease of $20 million (24%) in the nine months ended September 30, 2009 was primarily due to:

§

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

§

$11 million lower earnings due to foreign currency exchange-rate effects, primarily from its investment in Chile; offset by

§

$23 million lower taxes, primarily due to the favorable impact of the resolution of prior years' income tax issues;

§

$19 million higher earnings from the commencement of LNG-related pipeline operations in Mexico in the second quarter of 2008; and

§

$12 million higher earnings from its investments in South America.

Sempra LNG

Sempra LNG recorded earnings (losses) of:

§

$0 million in the three months ended September 30, 2009

§

$4 million in the three months ended September 30, 2008

§

$(19) million in the nine months ended September 30, 2009

§

$(33) million in the nine months ended September 30, 2008

The decrease in earnings of $4 million in the three months ended September 30, 2009 included

§

$17 million lower mark-to-market earnings related to a natural gas marketing agreement with RBS Sempra Commodities, primarily due to a $13 million gain in 2008; offset by

§

$8 million higher income tax benefits related to a change in the effective tax rate; and

§

$5 million higher earnings from the start-up of terminal and marketing operations.

The decrease in losses of $14 million (42%) in the nine months ended September 30, 2009 included

§

$29 million higher income tax benefits related to a change in the effective tax rate and Mexican currency translation and inflation adjustments; offset by

§

$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; and

§

$4 million higher operating losses from the start-up of terminal and marketing operations.

Parent and Other

Losses for Parent and Other were

§

$37 million in the three months ended September 30, 2009

§

$16 million in the three months ended September 30, 2008

§

$82 million in the nine months ended September 30, 2009

§

$48 million in the nine months ended September 30, 2008

The increase in losses of $21 million (131%) in the three months ended September 30, 2009 was due to:

§

$40 million higher income tax expense; and

§

$16 million higher interest expense primarily from long-term debt issued in 2008 and 2009, partially offset by $5 million reduced interest expense on commercial paper borrowings due to lower interest rates; offset by

§

$7 million investment gains in 2009 on dedicated assets in support of our executive retirement and deferred compensation plans due to improved market conditions compared to investment losses of $8 million in 2008. These amounts are net of the increase in deferred compensation liability associated with the investments; and

§

$8 million Mexico peso exchange losses in 2008.

The increase in losses of $34 million (71%) in the nine months ended September 30, 2009 was due to:

§

$48 million higher interest expense primarily from long-term debt issued in 2008 and 2009, partially offset by $9 million reduced interest expense on commercial paper borrowings due to lower interest rates;

§

$25 million higher income tax expense; and

§

$10 million favorable impact of an interest adjustment in 2008 related to litigation reserves; offset by

§

$13 million investment gains in 2009 on dedicated assets in support of our executive retirement and deferred compensation plans due to improved market conditions compared to investment

losses of $4 million in 2008. These amounts are net of the increase in deferred compensation liability associated with the investments; and

§

$8 million Mexico peso exchange losses in 2008.

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 purchasing 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 nine-month periods ended September 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                     187  $           1,624              1  $           2           188  $   1,626
  Commercial and
industrial                         85                553            205            163           290        716
  Electric generation
plants                              -                  -            203             51           203         51
  Wholesale                         -                  -             12              3            12          3
                                  272  $           2,177            421  $         219           693      2,396
  Other revenues                                                                                             75
  Balancing accounts*                                                                                       133
    Total                                                                                             $   2,604
2008:
  Residential                     199  $           2,662              1  $           3           200  $   2,665
  Commercial and
industrial                         89              1,066            213            137           302      1,203
  Electric generation
plants                              -                  -            218             80           218         80
  Wholesale                         -                  -             13              5            13          5
                                  288  $           3,728            445  $         225           733      3,953
  Other revenues                                                                                            113
  Balancing accounts*                                                                                       231
    Total                                                                                             $   4,297


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

During the three months ended September 30, 2009, our natural gas revenues decreased by $468 million (39%) to $731 million, and the cost of natural gas decreased by $481 million (70%) to $208 million. During the nine months ended September 30, 2009, our natural gas revenues decreased by $1.7 billion (39%) to $2.6 billion, and the cost of natural gas decreased by $1.7 billion (63%) to $997 million. The primary factor contributing to the decreased natural gas revenues and cost of natural gas in both the third quarter and year-to-date periods was 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                       23  $   230         -  $      -      23  $   230
  Commercial and industrial         11       76         5         7      16       83
  Electric generation plants         -        -        45        13      45       13
                                    34  $   306        50  $     20      84      326
  Other revenues                                                                  25
  Balancing accounts                                                               2
    Total*                                                                   $   353
2008:
  Residential                       25  $   355         -  $      -      25  $   355
  Commercial and industrial         12      142         5         7      17      149
. . .
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