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ACQUISITION AND DIVESTITURE ACTIVITY | 6 Months Ended
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Jun. 30, 2026
Discontinued Operations and Disposal Groups [Abstract] |
ACQUISITION AND DIVESTITURE ACTIVITY | ACQUISITION AND DIVESTITURE ACTIVITY ACQUISITION We consolidate assets acquired and liabilities assumed as of the purchase date and include earnings from acquisitions in consolidated earnings after the purchase date. SDG&E Following CPUC approval, on July 15, 2026, SDG&E acquired a 100% interest in Westside Canal 2A, LLC from RWE Clean Energy Asset Holdings, Inc., a subsidiary of RWE AG, a German multinational energy company, for total consideration of approximately $205 million. Westside Canal 2A, LLC owns a fully constructed and operational 119-MW battery energy storage facility in Imperial County, California, which will be part of SDG&E’s utility-owned storage portfolio. Under the purchase agreement, SDG&E paid approximately $154 million in cash at closing and will make additional payments of approximately $51 million after reaching certain required milestones within 180 days. PENDING DIVESTITURES Sempra Infrastructure Assets Held for Sale We classify assets as held for sale once all applicable criteria under U.S. GAAP have been satisfied, including when management, having the authority to approve the action, commits to a formal plan to actively market an asset for sale and expects the sale to close within the next 12 months. Upon classifying a group of assets as held for sale, we record the disposal group at the lower of its carrying value or its estimated fair value reduced for selling costs, and we stop recording depreciation and amortization expense on those assets. We summarize the carrying amounts of the major classes of assets and related liabilities of SI Partners, inclusive of Ecogas, classified as held for sale in the following table.
ASSETS HELD FOR SALE |  |
(Dollars in millions) |  |
|  | June 30, 2026
Cash and cash equivalents |  | $ | 154 |
Restricted cash, current |  | 2,493 |
Accounts receivable, net |  | 496 |
Due from unconsolidated affiliates |  | 3 |
Inventories |  | 109 |
Other current assets |  | 298 |
Restricted cash, noncurrent |  | 3 |
Right-of-use assets – operating leases |  | 207 |
Equity method investments |  | 2,649 |
Goodwill |  | 1,602 |
Other intangible assets |  | 273 |
Other long-term assets |  | 667 |
Property, plant and equipment, net |  | 23,985 |
Total assets held for sale |  | $ | 32,939 |
Short-term debt |  | $ | 384 |
Accounts payable |  | 1,163 |
Current portion of long-term debt |  | 49 |
Other current liabilities |  | 425 |
Long-term debt |  | 9,027 |
Due to unconsolidated affiliates |  | 506 |
Deferred income taxes |  | 1,009 |
Asset retirement obligations |  | 104 |
Deferred credits and other |  | 325 |
Total liabilities held for sale |  | $ | 12,992 |
At June 30, 2026, $3.3 billion of CRNCI, $14 million of accumulated losses in AOCI, and $7.3 billion of NCI are related to the disposal group that is classified as held for sale. We considered the estimated fair value of our assets held for sale, less costs to sell, and determined that no adjustment to carrying value was required. In estimating fair value, we used a discounted cash flow valuation technique. In the event that the estimated sales price, less transaction costs, is less than the carrying value, or updated market information indicates fair value may be less than carrying value, we would recognize a loss in our results of operations at that time. SI Partners In September 2025, we entered into an agreement to sell 45% of the outstanding Class A Units and all general partner interests in SI Partners to the KKR Partners for an aggregate base purchase price of approximately $9.99 billion, subject to the adjustments described below. SI Partners owns LNG and natural gas infrastructure in the U.S. and Mexico and renewable energy and related assets in Mexico. The agreement provides that, subject to adjustments and the closing date, the purchase price will be paid to Sempra as follows: ▪$4.65 billion in cash at closing; ▪$4.14 billion plus interest compounded quarterly at 7.5% per annum through maturity on December 31, 2027 (totaling $4.6 billion with principal and interest based on an assumed closing date in the third quarter of 2026) under instruments backed by equity commitment letters; and ▪$1.2 billion plus interest compounded quarterly at 8.5% per annum before January 1, 2031 and then 10.0% per annum through maturity seven years and 91 days after closing (totaling $2.3 billion with principal and interest if held to maturity, which would be less if prepaid, subject to a make-whole provision for interest through December 31, 2027) under promissory notes. The instruments and notes will be issued by indirect equity holders of the KKR Partners and will be ranked behind senior debt incurred by subsidiaries of the issuers. The purchase price is subject to adjustments for changes in net debt, net working capital and capital expenditures as of December 31, 2025, among others, and is subject to further adjustments for certain capital contributions by and distributions to Sempra in 2026 before the closing. In addition, $338 million of transaction fees incurred by the KKR Partners will be deducted from the purchase price at closing, and Sempra will pay a $340 million development credit for the KKR Partners’ share of development costs through 2027. There may also be post-closing purchase price adjustments based on the performance through 2028 of certain wind power facilities, which could be affected by recent Mexican regulatory changes that impact the transmission rate methodology for these facilities, and adjustments to reflect any capital expenditure overruns or underruns associated with the ECA LNG Phase 1 project under construction and potential costs associated with third party consents or waivers. As we discuss in Note 8, Sempra entered into undesignated foreign currency hedges with notional amounts totaling 13.8 billion Mexican pesos ($783 million in U.S. dollar-equivalent) to help mitigate the exchange rate risk associated with the anticipated Mexican capital gains taxes that will be payable upon completion of the planned sale. We expect this sale to close in the third quarter of 2026, subject to certain conditions, including receipt of consents or waivers from certain lenders, partners and others; the absence of a material adverse effect on SI Partners; the absence of specific downgrade events under certain financing arrangements; and other customary closing conditions. A ticking fee payable to Sempra of 0.625% per month on the aggregate base purchase price accrues daily beginning April 1, 2026. If the KKR Partners fail to complete the closing when all closing conditions are satisfied, Sempra will be entitled to receive a termination fee of $414 million. Any party may terminate the agreement if the closing has not occurred within 12 months after signing. Subject to closing, the KKR Partners will own 65% of SI Partners, Sempra will retain a 25% interest and ADIA will retain a 10% interest. As we discuss below, Sempra and ADIA will have certain minority rights in SI Partners. As a result of Sempra’s loss of a controlling financial interest in SI Partners, we will deconsolidate SI Partners and account for our 25% interest in SI Partners under the equity method within the existing Sempra Infrastructure segment. In connection with signing the agreement for the sale, we classified SI Partners’ assets and liabilities as held for sale and ceased recording depreciation and amortization in September 2025. We recognized an income tax benefit of $21 million and $54 million in Income Tax Expense on Sempra’s Condensed Consolidated Statements of Operations in the three months and six months ended June 30, 2026, respectively, to adjust deferred income tax liabilities related to outside basis differences in our investment in SI Partners. This amount is based on certain assumptions and could change substantially in subsequent quarters and at the closing due to, among other things, changes to current carrying values, changes in forecasted taxable income, purchase price adjustments, and changes to tax positions and other assumptions. Post-Closing Limited Partnership Agreement. At closing, we will enter into an amended and restated limited partnership agreement of SI Partners with the KKR Partners and ADIA. The limited partnership agreement provides that the KKR Partners will have the right to appoint four managers, Sempra will have the right to appoint two managers, and ADIA will have the right to appoint one manager to the SI Partners board of managers, with matters generally decided by majority vote based on the limited partners’ ownership percentages. The minority partners will have certain minority consent rights so long as they maintain specified ownership thresholds. Subject to exceptions and limitations, SI Partners will be prohibited from taking certain actions, including, among others: (i) redeeming units or making distributions to its limited partners other than on a pro rata basis or as expressly permitted under the partnership agreement; (ii) under certain circumstances, transferring, disposing or issuing equity securities in any subsidiary undertaking or owning a project that has reached a positive FID; (iii) appointing a replacement chief executive officer; (iv) approving certain capital expenditures; and (v) reaching a positive FID on any project, in each case without prior approval from the KKR Partners, Sempra and, in some cases, other limited partners holding at least a specified minimum percentage of ownership. SI Partners will be required to distribute quarterly at least 85% of its distributable cash flow, subject to certain exceptions and reserves. Generally, distributions will be made to the limited partners on a pro rata basis in accordance with their respective ownership interests, except that the KKR Partners will be entitled to a post-closing distribution of an additional 31.5% of the $1.9 billion true-up payment from Port Arthur LNG II to Port Arthur LNG I to acquire a 50% interest in the shared common facilities. The limited partners will be required to fund capital calls under certain circumstances, which vary depending on whether a project has reached a positive FID. Sempra will continue to have substantially similar funding obligations as it has before the sale for cost overruns in certain projects, including the ECA LNG Phase 1 project and the PA LNG Phase 1 project. If a project fails to receive the required limited partner approvals to achieve a positive FID, the KKR Partners will be permitted to proceed with the project independently through a different investment vehicle or as a “Sole Risk Project” within SI Partners in exchange for “Sole Risk Interests.” Sole Risk Projects are separated from other SI Partners projects and are conducted at the holder’s sole cost, expense and liability, and the holder receives, through the acquisition of Sole Risk Interests, the economic and other benefits, if any, from such projects. The Guaymas-El Oro segment of the Sonora pipeline will continue to be owned by and a Sole Risk Project of Sempra and is not included within the disposal group that is classified as held for sale. Sempra is solely responsible for costs associated with the Guaymas-El Oro segment of the Sonora pipeline and any proceeds from a sale of the Guaymas-El Oro segment of the Sonora pipeline would be split between Sempra (90%) and ADIA (10%), subject to adjustments. Under the limited partnership agreement, Sempra will be restricted from transferring its ownership interest in SI Partners before January 1, 2029. Any proposed transfer (other than a permitted transfer) by a minority partner to a third party will be subject to a right of first offer of the KKR Partners. The minority partners will have co-sale rights in respect of any transfer by the KKR Partners of over 50% of SI Partners’ equity interests. The KKR Partners will have customary drag-along rights in connection with any sale of SI Partners, provided that the minority partners obtain minimum return thresholds. The limited partners have customary registration rights in the event of an initial public offering of SI Partners. Ecogas In December 2025, we entered into an agreement to sell Ecogas, a natural gas regulated distribution utility that operates in three separate distribution zones in Mexicali, Chihuahua and La Laguna-Durango, Mexico, to Gas Natural del Noroeste S.A. de C.V. for 9.0 billion Mexican pesos (approximately $500 million in U.S. dollar-equivalent at June 30, 2026), subject to adjustments. SI Partners entered into contingent foreign currency hedges, which we discuss in Note 8, that are designed to fix the exchange rate associated with the anticipated after-tax net proceeds. SI Partners expects to complete the sale in August 2026 and recognize a gain on sale, excluding the effects of foreign currency hedges, ranging from approximately $165 million ($57 million after tax and NCI) to $205 million ($77 million after tax and NCI). As a result of satisfying all applicable criteria in June 2025, we classified Ecogas’ assets and liabilities as held for sale and ceased recording depreciation and amortization. We recognized income tax expense of $1 million and an income tax benefit of $2 million ($1 million after NCI) in the three months and six months ended June 30, 2026, respectively, and income tax expense of $38 million ($26 million after NCI) in the three months and six months ended June 30, 2025. These amounts were recorded in Income Tax Expense on Sempra’s Condensed Consolidated Statements of Operations and relate to changes in the Mexican deferred income tax liability associated with our outside basis differences. Since this income tax liability is based on current carrying value, foreign exchange rates and inflation at June 30, 2026, this amount could change in future periods until the date of sale.

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- Definition The entire disclosure for business combinations, including leverage buyout transactions (as applicable), and divestitures. This may include a description of a business combination or divestiture (or series of individually immaterial business combinations or divestitures) completed during the period, including background, timing, and assets and liabilities recognized and reclassified or sold. This element does not include fixed asset sales and plant closings. + References Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 205 -SubTopic 20 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/205-20/tableOfContent Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 805 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/805/tableOfContent + Details
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