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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 11-K

 

(Mark One)

x      ANNUAL REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended December 31, 2010

 

o         TRANSITION REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from                                                to                                                

 

Commission file number 1-14201

 

SEMPRA ENERGY SAVINGS PLAN, SAN DIEGO GAS & ELECTRIC COMPANY SAVINGS PLAN, SOUTHERN CALIFORNIA GAS COMPANY RETIREMENT SAVINGS PLAN, MESQUITE POWER LLC SAVINGS PLAN, MOBILE GAS SERVICE CORPORATION EMPLOYEE SAVINGS PLAN AND MOBILE GAS SERVICE CORPORATION BARGAINING UNIT EMPLOYEE SAVINGS PLAN

(Full title of the Plans)

SEMPRA ENERGY

(Name of the issuer of the securities held pursuant to the Plan)

101 Ash Street, San Diego, California 92101

(Address of principal executive office of the issuer)

 

 



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TABLE OF CONTENTS

 

AUDITED FINANCIAL STATEMENTS

 

 

 

Sempra Energy Savings Plan

 

San Diego Gas & Electric Company Savings Plan

 

Southern California Gas Company Retirement Savings Plan

 

Mesquite Power LLC Savings Plan

 

Mobile Gas Service Corporation Employee Savings Plan

 

Mobile Gas Service Corporation Bargaining Unit Employee Savings Plan

 

 

SIGNATURES

 

 

EXHIBITS

 

 

 

23.0 Consent of Independent Registered Public Accounting Firm

 



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Sempra Energy Savings Plan

 

Financial Statements as of December 31, 2010 and 2009, and for the Year Ended December 31, 2010, Supplemental Schedule as of December 31, 2010, and Report of Independent Registered Public Accounting Firm

 



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SEMPRA ENERGY SAVINGS PLAN

 

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Page

 

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

1

 

 

 

FINANCIAL STATEMENTS:

 

 

 

 

 

Statements of Net Assets Available for Benefits as of December 31, 2010 and 2009

2

 

 

 

 

Statement of Changes in Net Assets Available for Benefits for the Year Ended December 31, 2010

3

 

 

 

 

Notes to Financial Statements

4–13

 

 

 

SUPPLEMENTAL SCHEDULE AS OF DECEMBER 31, 2010:

 

 

 

 

 

Form 5500, Schedule H, Part IV, Line 4i — Schedule of Assets (Held at End of Year)

15

 

 

 

 

NOTE:

Other schedules required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 are omitted because of the absence of conditions under which they are required or they are filed by the trustee of the Master Trust in which the Plan participates.

 



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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Trustees and Participants of the

Sempra Energy Savings Plan

San Diego, California

 

We have audited the accompanying statements of net assets available for benefits of the Sempra Energy Savings Plan (the “Plan”) as of December 31, 2010 and 2009, and the related statement of changes in net assets available for benefits for the year ended December 31, 2010. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

 

We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

 

In our opinion, such financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2010 and 2009, and the changes in net assets available for benefits for the year ended December 31, 2010 in conformity with accounting principles generally accepted in the United States of America.

 

As discussed in Note 2 to the financial statements, the Plan retrospectively adopted new accounting guidance as of December 31, 2010 relating to the financial statement presentation of loans to participants.

 

Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets (held at end of year) as of December 31, 2010, is presented for the purpose of additional analysis and is not a required part of the basic financial statements, but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This schedule is the responsibility of the Plan’s management. Such schedule has been subjected to the auditing procedures applied in our audit of the basic 2010 financial statements and, in our opinion, is fairly stated in all material respects when considered in relation to the basic financial statements taken as a whole.

 

/s/ DELOITTE & TOUCHE LLP

 

San Diego, California

June 29, 2011

 



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SEMPRA ENERGY SAVINGS PLAN

 

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS

AS OF DECEMBER 31, 2010 AND 2009

(Dollars in thousands)

 

 

 

2010

 

2009

 

 

 

 

 

 

 

INVESTMENT — Investment in Sempra Energy Savings Master Trust

 

$

176,768

 

$

179,428

 

 

 

 

 

 

 

RECEIVABLES:

 

 

 

 

 

Notes receivable from participants

 

2,379

 

2,059

 

Dividends

 

384

 

405

 

Employer contributions

 

770

 

1,024

 

Employee contributions

 

214

 

229

 

 

 

 

 

 

 

Total receivables

 

3,747

 

3,717

 

 

 

 

 

 

 

NET ASSETS AVAILABLE FOR BENEFITS

 

$

180,515

 

$

183,145

 

 

 

 

 

 

 

See notes to financial statements.

 

 

 

 

 

 

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SEMPRA ENERGY SAVINGS PLAN

 

STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

FOR THE YEAR ENDED DECEMBER 31, 2010

(Dollars in thousands)

 

ADDITIONS:

 

 

 

Net investment income — Plan interest in Sempra Energy Savings Master Trust investment income

 

$

13,717

 

 

 

 

 

Contributions:

 

 

 

Employer

 

3,398

 

Participating employees

 

9,271

 

 

 

 

 

Total contributions

 

12,669

 

 

 

 

 

Transfers from plans of related entities

 

1,760

 

 

 

 

 

Interest income on notes receivable from participants

 

113

 

 

 

 

 

Total additions

 

28,259

 

 

 

 

 

DEDUCTIONS:

 

 

 

Distributions to participants or their beneficiaries

 

11,936

 

Transfers to plans of related entities

 

18,928

 

Administrative expenses

 

25

 

 

 

 

 

Total deductions

 

30,889

 

 

 

 

 

DECREASE IN NET ASSETS

 

(2,630

)

 

 

 

 

NET ASSETS AVAILABLE FOR BENEFITS:

 

 

 

Beginning of year

 

183,145

 

 

 

 

 

End of year

 

$

180,515

 

 

 

 

 

See notes to financial statements.

 

 

 

 

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SEMPRA ENERGY SAVINGS PLAN

 

NOTES TO FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2010 AND 2009, AND FOR THE YEAR ENDED DECEMBER 31, 2010

 

1.                      PLAN DESCRIPTION AND RELATED INFORMATION

 

The following description of the Sempra Energy Savings Plan (the Plan) is provided for general information purposes only. Participants should refer to the Plan document for a more complete description of the Plan’s provisions.

 

General — The Plan is a defined contribution plan that provides employees of Sempra Energy or any affiliate who has adopted this Plan (the Company or Employer) with retirement benefits. Employees may participate immediately in the Plan and, after one year in which they complete 1,000 hours of service, receive an Employer matching contribution. Employees may make regular savings investments in Sempra Energy common stock and other optional investments permitted by the Plan. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA).

 

Employees transfer between the Company and related entities for various reasons, resulting in the transfer of participant assets from one plan to another.

 

Contributions — Contributions to the Plan can be made under the following provisions:

 

Participating Employee Contributions — Under the terms of the Plan, participants may contribute up to 50% of eligible pay on a pretax basis, an after-tax basis, or a combination thereof. The Internal Revenue Code (IRC) limited total individual pretax contributions to $16,500 for 2010. Catch-up contributions are permitted for participants of at least 50 years of age. The catch-up provision provides these participants the opportunity to contribute an additional $5,500 on a pretax basis for 2010. The Plan allows for automatic enrollment of newly hired employees who either do not elect a specific deferral percentage or do not opt out of the Plan. The automatic deferral is an amount equal to 3% of eligible pay increasing every May by 1% up to a maximum of 6%, and the default investment vehicle for 2010 is a T. Rowe Price Retirement Fund option based on the assumption that the employee will retire at age 65. Employees hired after January 1, 2007, have the option to opt out.

 

Employer Nonelective Matching Contributions — The Company makes matching contributions to the Plan for all participants except for those employed by El Dorado Energy, LLC (El Dorado), a subsidiary of the Company. The matching contributions are equal to 50% of each participant’s contribution, up to the first 6% of eligible pay, each pay period. For the participants employed by El Dorado, that company makes matching contributions to the Plan equal to 100% of each participant’s contribution, up to the first 6% of eligible pay, each pay period. Employer contributions are funded, in part, from the Sempra Energy Employee Stock Ownership Plan and Trust. The Company’s matching contributions are invested in Sempra Energy common stock.

 

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Discretionary Incentive Contribution — If established performance goals and targets of the Company are met in accordance with the terms of the incentive guidelines established each year, the Company will make an additional incentive contribution for all participants except those employed by El Dorado, as determined by the Board of Directors of Sempra Energy. An incentive contribution of .83% of eligible compensation for all eligible participants, except those employed by El Dorado, was made for 2010. For participants of the Plan employed by El Dorado, each year that company will make an additional incentive contribution of not less than 3% and not more than 6% of eligible pay. For 2010, El Dorado contributed 4.35%. Incentive contributions were made on March 16, 2011 and March 17, 2010, to all employees employed on December 31, 2010 and 2009, respectively. The contributions were made in the form of cash and stock and invested according to each participant’s investment election on the date of contribution.

 

Participant Accounts — A separate account is established and maintained in the name of each participant and reflects the participant’s contributions, the Employer’s nonelective matching and discretionary incentive contributions, and the earnings and losses attributed to each investment fund, less administrative expenses. Participants are allocated a share of each fund’s investment earnings net of investment fees on a daily basis, based upon their account balance as a percentage of the total fund balance. Investment expenses, except those for a specific transaction, are allocated quarterly to individual funds based on either fund balance or a participant’s pro rata share, as defined in the Plan document.

 

Participants are allowed to redirect up to 100% of the shares in the Employer matching account into any of the Plan’s designated investments.

 

Vesting — All participant accounts are fully vested and nonforfeitable at all times.

 

Investment Options — All investments are held by the Sempra Energy Savings Master Trust (the Master Trust) (see Note 5). Employees elect to have their contributions invested in increments of 1% in Sempra Energy common stock, specific mutual funds offered by T. Rowe Price, Fidelity Investment Managers, and the Vanguard Group, or a broad range of funds through a brokerage account, TradeLink. Participants may invest a maximum of 50% of the value of their Plan accounts (excluding the Employer matching contributions) within their TradeLink brokerage account.

 

Payment of Dividends — Participants may elect at any time to either receive distributions of cash dividends on the shares of Sempra Energy common stock held in their account or to reinvest those dividends in Sempra Energy common stock. Former employees that elect to leave their account balance in the Plan and receive cash dividends from Sempra Energy common stock in their account will receive such dividends in cash or have them reinvested in Sempra Energy common stock, based on their election on the date of termination of employment with the Company, retirement or permanent disability.

 

Payment of Benefits — Upon termination of employment with the Company, retirement or permanent disability, participants or the named beneficiary(ies) (in the event of death) with an account balance greater than $5,000 are given the options to have their vested account balance remain in the Plan, roll the entire amount to another qualified retirement plan or individual retirement account, or receive their vested account balance in a single lump-sum payment in cash or Sempra Energy common stock for any portion of their account held in Sempra Energy common stock. The accounts of terminated participants with account balances from $1,000 to $5,000 that do not elect a lump-sum payment or a rollover to a qualified retirement plan or individual retirement account will be automatically rolled into an individual retirement account with T. Rowe Price. Terminated participants with account balances less than $1,000 automatically receive a lump-sum cash payment.

 

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Plan Termination — Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions and to terminate the Plan at any time, subject to the provisions of ERISA. In the event of termination, the net assets of the Plan will be distributed to the participants.

 

Related-Party Transactions — Certain Plan investments, held through the Master Trust, are shares of mutual funds managed by T. Rowe Price, the Plan’s recordkeeper; therefore, these transactions qualify as exempt party-in-interest transactions.

 

Certain administrative functions of the Plan are performed by officers or employees of the Company. No such officer or employee receives compensation from the Plan. Certain administrative expenses are paid directly by the Company, such as legal and accounting fees. All investment expenses are paid by the participants, including recordkeeping, trustee, loan, redemption and investment management fees. Fees paid by the Plan to the recordkeeper for administrative services were $25,380 for the year ended December 31, 2010.

 

At December 31, 2010 and 2009, the Plan held, through the Master Trust, 1,007,431 and 1,064,628 shares of common stock of Sempra Energy, the sponsoring employer, and recorded dividend income of $1,612,418 during the year ended December 31, 2010.

 

2.                      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Accounting — The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP).

 

Use of Estimates — The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of net assets and disclosures at the date of the financial statements and the reported changes in net assets during the reporting period. Actual results could differ from those estimates.

 

Risks and Uncertainties — The Plan invests in the Master Trust, which utilizes various investment instruments, including common stock, mutual funds, and a stable value fund. Investment securities, in general, are exposed to various risks, such as interest rate risk, credit risk, and overall market volatility. Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect the amounts reported in the financial statements.

 

Investment Valuation and Income Recognition — The fair value of the Plan’s interest in the Master Trust is based on the beginning of year value of the Plan’s interest in the Master Trust, plus actual contributions and allocated investment income, less actual distributions and allocated administrative expense, plus or minus changes in unrealized gains and losses.

 

The Master Trust’s investments are stated at fair value. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). See Note 7 for discussion of fair value measurements.

 

Purchases and sales of securities are recorded on the trade date. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date.

 

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Benefit Payments — Benefits are recorded when paid. There were no amounts allocated to accounts of persons who have elected to withdraw from the Plan but have not yet been paid as of December 31, 2010 or 2009.

 

Adoption of New Accounting Pronouncements — The accounting standards described below that were adopted in 2010 affected certain note disclosures, the statements of net assets available for benefits and the statement of changes in net assets available for benefits.

 

Accounting Standards Update (ASU) No. 2010-06, “Improving Disclosures about Fair Value Measurements” (ASU No. 2010-06): ASU No. 2010-6 amends Accounting Standards Codification (ASC) 820 and requires additional fair value measurement disclosures, including transfers into and out of Levels 1 and 2; separate disclosures of purchases, sales, issuances, and settlements relating to Level 3 measurements; and valuation techniques and inputs used for Level 2 and Level 3 instruments. ASU No. 2010-06 is effective for the Plan in 2010, except for the requirement to provide Level 3 activity of purchases, sales, issuances, and settlements on a gross basis, which is effective for fiscal years beginning after December 15, 2010. The adoption of ASU No. 2010-06 did not and is not expected to have a material effect on the Plan’s financial statements or disclosures.

 

ASU No. 2010-25,Reporting Loans to Participants by Defined Contribution Pension Plans” (ASU No. 2010-25): Issued by the Financial Accounting Standards Board (FASB) in September 2010, ASU No. 2010-25 requires that participant loans be classified as notes receivable rather than as plan investments and be measured at unpaid principal balance plus accrued but unpaid interest rather than fair value.  The Plan retrospectively adopted the new accounting in 2010.

 

Subsequent Events — Management has evaluated subsequent events through the date the financial statements were issued, and no events have occurred that require consideration as adjustments to or disclosures in the financial statements.

 

3.                      TAX STATUS

 

The Internal Revenue Service has determined and informed the Company by a letter dated November 14, 2002, that the Plan and related trust were designed in accordance with the applicable regulations of the IRC. The Plan has been amended since receiving the determination letter; however, the Company and Plan management believe that the Plan is currently designed and operated in compliance with the applicable requirements of the IRC and that the Plan and related trust continue to be tax-exempt. Therefore, no provision for income taxes has been included in the Plan’s financial statements.

 

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4.                      PARTICIPANT LOANS

 

The Plan permits participants to borrow against the balances in their individual accounts. A participant is limited to borrowing a maximum of 50% of the value of his/her account balance or $50,000, whichever is less. The minimum amount that can be borrowed is $1,000, and the fee charged for processing a loan is paid by the participant who takes out the loan. Participants may have up to two loans outstanding, one of which can be a primary residence loan. If a participant defaults on a loan, it becomes a deemed distribution from the Plan to the participant. Primary residence loans are amortized over a maximum repayment period of 15 years, and other loans have a maximum repayment period of five years. All loans bear interest at 1% above the prime rate, as published in The Wall Street Journal, at the time the loan is made. As of both December 31, 2010 and 2009, interest rates on loans ranged from 4.25% to 10.50%, and as of December 31, 2010, had maturity dates through October 2025. The Plan’s participant loans, carried at outstanding loan balances plus accrued interest, are presented as Notes receivable from participants on the statements of net assets available for benefits.

 

5.                      INVESTMENTS IN THE MASTER TRUST (DOLLARS IN THOUSANDS)

 

The Plan’s investments are held in a trust account at T. Rowe Price, the trustee of the Plan (the Trustee), and consist of an interest in the Master Trust. Use of the Master Trust permits the commingling of the trust assets of two or more similar employee benefit plans sponsored by Sempra Energy for investment and administrative purposes. The Plan’s interest in the investments of the Master Trust is based on the individual Plan participants’ investment balances. Investment income is allocated on a daily basis through a valuation performed by the Trustee. Expenses relating to the Master Trust are allocated to the individual funds based upon each participant’s pro rata share, per-share calculation, or by transaction in a specific fund. At December 31, 2010 and 2009, the Plan’s interest in the investments of the Master Trust was approximately 8% and 9%, respectively.

 

The investments available for benefits of the Master Trust at December 31, 2010 and 2009, are summarized as follows:

 

 

 

2010

 

2009

 

 

 

 

 

 

 

At fair value:

 

 

 

 

 

Sempra Energy common stock

 

$

847,079

 

$

919,478

 

Money market fund

 

66,251

 

65,718

 

Mutual funds:

 

 

 

 

 

Domestic stock funds

 

505,853

 

420,161

 

Balanced funds

 

374,180

 

301,936

 

Bond funds

 

104,014

 

92,099

 

Other

 

13,288

 

11,939

 

At estimated fair value — stable value funds

 

118,371

 

113,532

 

At estimated fair value — common/collective trust

 

85,088

 

79,985

 

 

 

 

 

 

 

Net investments available for benefits

 

$

2,114,124

 

$

2,004,848

 

 

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Net appreciation (depreciation) of investments and dividend income for the Master Trust for the year ended December 31, 2010, are as follows:

 

Net appreciation (depreciation) of investments at fair value:

 

 

 

Sempra Energy common stock

 

$

(57,831

)

Mutual funds

 

118,612

 

Net appreciation of investments at estimated fair value

 

6,841

 

 

 

 

 

Net appreciation of investments

 

$

67,622

 

 

 

 

 

Dividend income

 

$

50,145

 

 

The following investments held by the Plan through the Master Trust represent 5% or more of the Plan’s assets at December 31, 2010 and 2009:

 

 

 

2010

 

2009

 

 

 

 

 

 

 

Sempra Energy Common Stock

 

$

52,870

 

$

59,598

 

Vanguard Institutional Index Fund

 

20,269

 

22,476

 

T. Rowe Price Personal Strategy Balanced Fund

 

19,228

 

17,859

 

T. Rowe Price Small-Cap Stock Fund

 

15,947

 

13,696

 

 

The Plan, through the Master Trust, invests in various securities. Investment securities, in general, are exposed to various risks, such as interest rate, credit and overall market volatility. Due to the level of risk associated with investment securities, it is reasonably possible that changes in the values of certain investment securities will occur in the near term and that such changes could materially affect the amounts reported in the statements of net assets available for Plan benefits.

 

6.                      NONPARTICIPANT DIRECTED INVESTMENTS (DOLLARS IN THOUSANDS)

 

The Company’s nonelective matching contributions to the Plan are invested solely in Sempra Energy common stock. These contributions are classified as nonparticipant directed investments despite the employee’s ability to subsequently transfer them into other investments. The investment of Employer discretionary incentive contributions follows participant direction. Information about the Sempra Energy common stock investments held by the Plan through the Master Trust, and the significant components of the changes therein, are as follows for the year ended December 31, 2010:

 

Nonparticipant directed assets — Sempra Energy common stock in the Master Trust as of December 31, 2009

 

$

37,578

 

 

 

 

 

Changes in assets:

 

 

 

Contributions

 

2,693

 

Net depreciation, net of dividend income

 

(1,859

)

Distributions to participants or their beneficiaries

 

(1,714

)

Transfers to participant directed investments

 

(1,637

)

Transfers to plans of related entities

 

(1,841

)

 

 

 

 

Total change in assets

 

(4,358

)

 

 

 

 

Nonparticipant directed assets — Sempra Energy common stock in the Master Trust as of December 31, 2010

 

$

33,220

 

 

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7.                      FAIR VALUE MEASUREMENTS (DOLLARS IN THOUSANDS)

 

In accordance with current GAAP, the Plan and Master Trust classify their investments based on a fair value hierarchy that prioritizes the inputs used to measure fair value, as follows:

 

·                  Level 1, which refers to securities valued using quoted prices from active markets for identical assets;

 

·                  Level 2, which refers to securities not traded on an active market but for which observable market inputs are readily available; and

 

·                  Level 3, which refers to securities valued based on significant unobservable inputs.

 

Investments are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.

 

The following table sets forth by level within the fair value hierarchy a summary of the Master Trust’s investments measured at fair value or estimated fair value on a recurring basis at December 31, 2010 and 2009, by major category of debt and equity securities determined by the nature and risk of the investments:

 

 

 

Master Trust Fair Value Measurements

 

 

 

at December 31, 2010

 

 

 

Level 1

 

Level 2

 

Level 3

 

Total

 

 

 

 

 

 

 

 

 

 

 

Sempra Energy common stock

 

$

847,079

 

$

 

$

 

$

847,079

 

 

 

 

 

 

 

 

 

 

 

Money market fund

 

66,251

 

 

 

66,251

 

 

 

 

 

 

 

 

 

 

 

Mutual funds:

 

 

 

 

 

 

 

 

 

Domestic stock funds

 

505,853

 

 

 

505,853

 

Balanced funds

 

374,180

 

 

 

374,180

 

Bond funds

 

104,014

 

 

 

104,014

 

Other

 

13,288

 

 

 

13,288

 

 

 

 

 

 

 

 

 

 

 

Total mutual funds

 

997,335

 

 

 

997,335

 

 

 

 

 

 

 

 

 

 

 

Stable value fund

 

 

118,371

 

 

118,371

 

 

 

 

 

 

 

 

 

 

 

Common/collective trust

 

 

85,088

 

 

85,088

 

 

 

 

 

 

 

 

 

 

 

Total investments at fair value

 

$

1,910,665

 

$

203,459

 

$

 

$

2,114,124

 

 

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Master Trust Fair Value Measurements

 

 

 

at December 31, 2009

 

 

 

Level 1

 

Level 2

 

Level 3

 

Total

 

 

 

 

 

 

 

 

 

 

 

Sempra Energy common stock

 

$

919,478

 

$

 

$

 

$

919,478

 

 

 

 

 

 

 

 

 

 

 

Money market fund

 

65,718

 

 

 

65,718

 

 

 

 

 

 

 

 

 

 

 

Mutual funds:

 

 

 

 

 

 

 

 

 

Domestic stock funds

 

420,161

 

 

 

420,161

 

Balanced funds

 

301,936

 

 

 

301,936

 

Bond funds

 

92,099

 

 

 

92,099

 

Other

 

11,939

 

 

 

11,939

 

 

 

 

 

 

 

 

 

 

 

Total mutual funds

 

826,135

 

 

 

826,135

 

 

 

 

 

 

 

 

 

 

 

Stable value funds

 

 

113,532

 

 

113,532

 

 

 

 

 

 

 

 

 

 

 

Common/collective trust

 

 

79,985

 

 

79,985

 

 

 

 

 

 

 

 

 

 

 

Total investments at fair value

 

$

1,811,331

 

$

193,517

 

$

 

$

2,004,848

 

 

There were no transfers into or out of Level 1, Level 2 or Level 3 for the Plan or Master Trust during the periods presented.

 

The following descriptions of the valuation methods and assumptions used by the Plan to estimate the fair values of investments apply to investments held directly by the Plan and those held as underlying investments of the Master Trust:

 

Common Stocks — Common stocks are valued using quoted prices listed on nationally recognized securities exchanges (Level 1 inputs).

 

Money Market and Mutual Funds — The fair values of mutual fund investments are determined by obtaining quoted prices on nationally recognized securities exchanges (Level 1 inputs).

 

Stable Value Funds — The fair values of participation units in stable value collective trusts are based upon the net asset values (NAV) of such fund, after adjustments to reflect all fund investments at fair value, including direct and indirect interests in fully benefit-responsive contracts, as reported in the audited financial statements of the fund (Level 2 inputs) (see Note 8).

 

Common Collective Trusts — The fair values of participation units held in collective trusts, other than stable value funds, are based on the NAVs reported by the trust managers as of the financial statement dates, which may reflect recent transaction prices (Level 2 inputs). The investment objectives and underlying investments of the collective trusts vary, with some holding diversified portfolios of domestic or international stocks and open-ended mutual funds, some holding securities of U.S. companies in a particular industry sector, some holding short-term and/or medium-term corporate, government and government agency bonds, and others holding a blend of various domestic stocks, bonds and mutual funds. Each collective trust provides for daily redemptions by the Plan at reported NAVs per share, with no advance notice requirement (see Note 9).

 

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The methods described are intended to produce a fair value calculation that is indicative of net realizable value or reflective of future fair values. However, while the Plan believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.

 

8.                      STABLE VALUE FUNDS

 

Through the Master Trust, the Plan invests in the T. Rowe Price Stable Value Common Trust Fund (the Fund) sponsored by T. Rowe Price Group, Inc. The Fund invests primarily in conventional guaranteed investment contracts and synthetic investment contracts issued by life insurance companies, banks, and other financial institutions, with the objective of providing a high level of return that is consistent with also providing stability of investment return, preservation of capital, and liquidity to pay plan benefits of its retirement plan investors.

 

The beneficial interest of each participant is represented by units. Units are issued and redeemed daily at the Fund’s constant NAV. Distribution to the Fund’s unit holders is declared daily from the net investment income and automatically reinvested in the Fund on a monthly basis, when paid. It is the policy of the Fund to use its best efforts to maintain the stable NAV per unit, although there is no guarantee that the Fund will be able to maintain this value.

 

Participants ordinarily may direct the withdrawal or transfer of all or a portion of their investment at contract value. Contract value represents contributions made to the Fund, plus earnings, less participant withdrawals and administrative expenses. The Fund imposes certain restrictions on the Plan, and the Fund itself may be subject to circumstances that impact its ability to transact at contract value. Plan management believes that the occurrence of events that would cause the Fund to transact at less than contract value is not probable.

 

The average yields of the Fund for the years ended December 31, were as follows:

 

 

 

2010

 

2009

 

 

 

 

 

 

 

Based on annualized earnings (1)

 

3.65%

 

4.23%

 

Based on interest rate credited to participants (2)

 

4.10%

 

4.26%

 

 


(1)  Computed by dividing the annualized one-day actual earnings of the contract on the last day of the Plan year by the fair value of the investments on the same date.

(2)  Computed by dividing the annualized one-day earnings credited to participants on the last day of the Plan year by the fair value of the investments on the same date.

 

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9.                      NET ASSET VALUE PER SHARE (DOLLARS IN THOUSANDS)

 

The following tables set forth a summary of the investments held by the Plan through the Master Trust with a reported NAV:

 

 

 

Fair Value Estimated Using Net Asset Value per Share

 

 

 

at December 31, 2010

 

 

 

 

 

 

 

 

 

Other

 

Redemption

 

 

 

 

 

Unfunded

 

Redemption

 

Redemption

 

Notice

 

Investment

 

Fair Value

 

Commitment

 

Frequency

 

Restrictions

 

Period

 

 

 

 

 

 

 

 

 

 

 

 

 

T. Rowe Price Stable Value Fund (1)

 

$

8,398

 

$

 

Daily

 

None (1)

 

None (1)

 

Pyramis Select International Equity Commingled Pool Fund (2)

 

8,589

 

 

Daily

 

None (2)

 

None

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

$

16,987

 

$

 

 

 

 

 

 

 

 

 

 

Fair Value Estimated Using Net Asset Value per Share

 

 

 

at December 31, 2009

 

 

 

 

 

 

 

 

 

Other

 

Redemption

 

 

 

 

 

Unfunded

 

Redemption

 

Redemption

 

Notice

 

Investment

 

Fair Value

 

Commitment

 

Frequency

 

Restrictions

 

Period

 

 

 

 

 

 

 

 

 

 

 

 

 

T. Rowe Price Stable Value Fund (1)

 

$

8,973

 

$

 

Daily

 

None (1)

 

None (1)

 

Pyramis Select International Equity Commingled Pool Fund (2)

 

9,151

 

 

Daily

 

None (2)

 

None

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

$

18,124

 

$

 

 

 

 

 

 

 

 

 

 

 

 

(1)   The Fund strategies seek to maximize current income while maintaining invested principal. The Plan is required to give notice one day in advance of a partial or total liquidation of the investment for any purpose other than for benefit payments, making participant loans, participant-directed investment transfers and payment of administrative fees. The Plan administrator is also required to give a 30-day notice of the liquidation of the Fund due to the termination of the Master Trust.

 

(2)   The pool strategies seek long-term growth of capital primarily through investment in foreign securities. There is a 1% redemption fee for units held less than 30 days.

 

* * * * * *

 

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SUPPLEMENTAL SCHEDULE

 

14



Table of Contents

 

SEMPRA ENERGY SAVINGS PLAN

 

FORM 5500, SCHEDULE H, PART IV, LINE 4i — SCHEDULE OF ASSETS (HELD AT END OF YEAR)

AS OF DECEMBER 31, 2010

 

 

 

 

 

 

 

(c)

 

 

 

 

 

 

 

(b)

 

Description of Investment

 

 

 

(e)

 

 

 

Identity of Issuer, Borrower,

 

Including Maturity Date,

 

(d)

 

Current

 

(a)

 

Lessor, or Similar Party

 

Rate of Interest, and Collateral

 

Cost

 

Value

 

 

 

 

 

 

 

 

 

 

 

*

 

Participant loans

 

Interest rates from 4.25% to 10.50%; maturities from March 2011 through October 2025

 

**

 

$

2,379,035

 

 

 

 

 

 

*

 

Party-in-interest to the Plan.

**

 

Cost not required to be presented for participant directed investments.

 

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Table of Contents

 

San Diego Gas & Electric Company Savings Plan

 

Financial Statements as of December 31, 2010 and 2009, and for the Year Ended December 31, 2010, Supplemental Schedule as of December 31, 2010, and Report of Independent Registered Public Accounting Firm

 



Table of Contents

 

SAN DIEGO GAS & ELECTRIC COMPANY SAVINGS PLAN

 

TABLE OF CONTENTS

 

 

 

Page

 

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

1

 

 

 

FINANCIAL STATEMENTS:

 

 

Statements of Net Assets Available for Benefits as of December 31, 2010 and 2009

 

2

 

 

 

Statement of Changes in Net Assets Available for Benefits for the Year Ended December 31, 2010

 

3

 

 

 

Notes to Financial Statements

 

4–13

 

 

 

SUPPLEMENTAL SCHEDULE AS OF DECEMBER 31, 2010:

 

 

 

 

 

Form 5500, Schedule H, Part IV, Line 4i — Schedule of Assets (Held at End of Year)

 

15

 

 

 

NOTE:

Other schedules required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 are omitted because of the absence of conditions under which they are required or they are filed by the trustee of the Master Trust in which the Plan participates.

 

 

 



Table of Contents

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Trustees and Participants of the

San Diego Gas & Electric Company Savings Plan

San Diego, California

 

We have audited the accompanying statements of net assets available for benefits of the San Diego Gas & Electric Company Savings Plan (the “Plan”) as of December 31, 2010 and 2009, and the related statement of changes in net assets available for benefits for the year ended December 31, 2010. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

 

We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

 

In our opinion, such financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2010 and 2009, and the changes in net assets available for benefits for the year ended December 31, 2010 in conformity with accounting principles generally accepted in the United States of America.

 

As discussed in Note 2 to the financial statements, the Plan retrospectively adopted new accounting guidance as of December 31, 2010 relating to the financial statement presentation of loans to participants.

 

Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets (held at end of year) as of December 31, 2010, is presented for the purpose of additional analysis and is not a required part of the basic financial statements, but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This schedule is the responsibility of the Plan’s management. Such schedule has been subjected to the auditing procedures applied in our audit of the basic 2010 financial statements and, in our opinion, is fairly stated in all material respects when considered in relation to the basic financial statements taken as a whole.

 

/s/ DELOITTE & TOUCHE LLP

 

San Diego, California

June 29, 2011

 



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SAN DIEGO GAS & ELECTRIC COMPANY SAVINGS PLAN

 

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS

AS OF DECEMBER 31, 2010 AND 2009

(Dollars in thousands)

 

 

 

2010

 

2009

 

 

 

 

 

 

 

CASH AND CASH EQUIVALENTS

 

$

234

 

$

581

 

 

 

 

 

 

 

INVESTMENT — Investment in Sempra Energy Savings Master Trust

 

897,390

 

822,109

 

 

 

 

 

 

 

RECEIVABLES:

 

 

 

 

 

Notes receivable from participants

 

24,971

 

21,732

 

Dividends

 

2,431

 

2,428

 

Employer contributions

 

3,513

 

3,488

 

Employee contributions

 

1,613

 

1,530

 

 

 

 

 

 

 

Total receivables

 

32,528

 

29,178

 

 

 

 

 

 

 

NET ASSETS AVAILABLE FOR BENEFITS

 

$

930,152

 

$

851,868

 

 

See notes to financial statements.

 

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SAN DIEGO GAS & ELECTRIC COMPANY SAVINGS PLAN

 

STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

FOR THE YEAR ENDED DECEMBER 31, 2010

(Dollars in thousands)

 

ADDITIONS:

 

 

 

Net investment income — Plan interest in Sempra Energy Savings Master Trust investment income

 

$

53,803

 

 

 

 

 

Contributions:

 

 

 

Employer

 

13,870

 

Participating employees

 

42,555

 

 

 

 

 

Total contributions

 

56,425

 

 

 

 

 

Transfers from plans of related entities

 

11,459

 

 

 

 

 

Interest income on notes receivable from participants

 

1,241

 

 

 

 

 

Total additions

 

122,928

 

 

 

 

 

DEDUCTIONS:

 

 

 

Distributions to participants or their beneficiaries

 

41,972

 

Transfers to plans of related entities

 

2,505

 

Administrative expenses

 

167

 

 

 

 

 

Total deductions

 

44,644

 

 

 

 

 

INCREASE IN NET ASSETS

 

78,284

 

 

 

 

 

NET ASSETS AVAILABLE FOR BENEFITS:

 

 

 

Beginning of year

 

851,868

 

 

 

 

 

End of year

 

$

930,152

 

 

See notes to financial statements.

 

3



Table of Contents

 

SAN DIEGO GAS & ELECTRIC COMPANY SAVINGS PLAN

 

NOTES TO FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2010 AND 2009, AND FOR THE YEAR ENDED DECEMBER 31, 2010

 

1.                      PLAN DESCRIPTION AND RELATED INFORMATION

 

The following description of the San Diego Gas & Electric Company Savings Plan (the Plan) is provided for general information purposes only. Participants should refer to the Plan document for a more complete description of the Plan’s provisions.

 

General — The Plan is a defined contribution plan that provides employees of San Diego Gas & Electric Company (the Company or Employer) with retirement benefits. Employees may participate immediately in the Plan and, after one year in which they complete 1,000 hours of service, receive an Employer matching contribution. Employees may make regular savings investments in common stock of Sempra Energy, the parent company of the Employer, and other optional investments permitted by the Plan. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA).

 

Employees transfer between the Company and related entities for various reasons, resulting in the transfer of participant assets from one plan to another.

 

Contributions — Contributions to the Plan can be made under the following provisions:

 

Participating Employee Contributions — Under the terms of the Plan, participants may contribute up to 50% of eligible pay on a pretax basis, an after-tax basis, or a combination thereof. The Internal Revenue Code (IRC) limited total individual pretax contributions to $16,500 for 2010. Catch-up contributions are permitted for participants of at least 50 years of age. The catch-up provision provides these participants the opportunity to contribute an additional $5,500 on a pretax basis for 2010. The Plan allows for automatic enrollment of newly hired employees who either do not elect a specific deferral percentage or do not opt out of the Plan. The automatic deferral is an amount equal to 3% of eligible pay increasing every May by 1% up to a maximum of 6%, and the default investment vehicle for 2010 is a T. Rowe Price Retirement Fund option based on the assumption that the employee will retire at age 65. Employees hired after January 1, 2007, have the option to opt out.

 

Employer Nonelective Matching Contributions — The Company makes matching contributions to the Plan equal to 50% of each participant’s contribution, up to 6% of eligible pay, each pay period. The Company’s matching contributions are invested in Sempra Energy common stock. Employer contributions are funded, in part, from the Sempra Energy Employee Stock Ownership Plan and Trust.

 

Discretionary Incentive Contribution — If established performance goals and targets of Sempra Energy are met in accordance with the terms of the incentive guidelines established each year, the Company will make an additional incentive contribution as determined by the Board of Directors of Sempra Energy. An incentive contribution of .83% of eligible compensation was made for 2010. Incentive contributions were made on March 16, 2011, and March 17, 2010, to all employees employed on December 31, 2010 and 2009, respectively. The contributions were made in the form of cash and stock and invested according to each participant’s investment election on the date of contribution.

 

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Table of Contents

 

Participant Accounts — A separate account is established and maintained in the name of each participant and reflects the participant’s contributions, the Employer’s nonelective matching and discretionary incentive contributions, and the earnings and losses attributed to each investment fund, less administrative expenses. Participants are allocated a share of each fund’s investment earnings net of investment fees on a daily basis, based upon their account balance as a percentage of the total fund balance. Investment expenses, except those for a specific transaction, are allocated quarterly to individual funds based on either fund balance or a participant’s pro rata share, as defined in the Plan document.

 

Participants are allowed to redirect up to 100% of the shares in the Employer matching account into any of the Plan’s designated investments.

 

Vesting — All participant accounts are fully vested and nonforfeitable at all times.

 

Investment Options — All investments are held by the Sempra Energy Savings Master Trust (the Master Trust) (see Note 5). Employees elect to have their contributions invested in increments of 1% in Sempra Energy common stock, specific mutual funds offered by T. Rowe Price, Fidelity Investment Managers, and the Vanguard Group, or a broad range of funds through a brokerage account, TradeLink Plus. Participants may invest a maximum of 10% of the value of their Plan accounts (excluding the Employer matching contributions) within their TradeLink Plus brokerage account. TradeLink Plus allows participants to invest in any listed fund or security except Sempra Energy common stock.

 

Payment of Dividends — Participants may elect at any time to either receive distributions of cash dividends on the shares of Sempra Energy common stock held in their account or to reinvest those dividends in Sempra Energy common stock. Former employees that elect to leave their account balance in the Plan and receive cash dividends from Sempra Energy common stock in their account will receive such dividends in cash or have them reinvested in Sempra Energy common stock, based on their election on the date of termination of employment with the Company, retirement or permanent disability.

 

Payment of Benefits — Upon termination of employment with the Company, retirement, or permanent disability, participants or the named beneficiary(ies) (in the event of death) with an account balance greater than $5,000 are given the options to have their vested account balance remain in the Plan, roll the entire amount to another qualified retirement plan or individual retirement account, or receive their vested account balance in a single lump-sum payment in cash, or Sempra Energy common stock for any portion of their account held in Sempra Energy common stock. The accounts of terminated participants with account balances from $1,000 to $5,000 that do not elect a lump-sum payment or a rollover to a qualified retirement plan or individual retirement account will be automatically rolled into an individual retirement account with T. Rowe Price. Terminated participants with account balances less than $1,000 automatically receive a lump-sum cash payment.

 

Plan Termination — Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions and to terminate the Plan at any time, subject to the provisions of ERISA. In the event of termination, the net assets of the Plan will be distributed to the participants.

 

Related-Party Transactions — Certain Plan investments, held through the Master Trust, are shares of mutual funds managed by T. Rowe Price, the Plan’s recordkeeper; therefore, these transactions qualify as exempt party-in-interest transactions.

 

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Table of Contents

 

Certain administrative functions of the Plan are performed by officers or employees of Sempra Energy. No such officer or employee receives compensation from the Plan. Certain administrative expenses are paid directly by the Company, such as legal and accounting fees. All investment expenses are paid by the participants, including recordkeeping, trustee, loan, redemption, and investment management fees. Fees paid by the Plan to the recordkeeper for administrative services were $167,643 for the year ended December 31, 2010.

 

At December 31, 2010 and 2009, the Plan held, through the Master Trust, 6,771,585 shares and 6,765,264 shares of common stock of Sempra Energy, the sponsoring employer, and recorded dividend income of $9,701,504 during the year ended December 31, 2010.

 

2.                      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Accounting — The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP).

 

Use of Estimates — The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of net assets and disclosures at the date of the financial statements and the reported changes in net assets during the reporting period. Actual results could differ from those estimates.

 

Risks and Uncertainties — The Plan invests in the Master Trust, which utilizes various investment instruments, including common stock, mutual funds, and a stable value fund. Investment securities, in general, are exposed to various risks, such as interest rate risk, credit risk, and overall market volatility. Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect the amounts reported in the financial statements.

 

Investment Valuation and Income Recognition — The fair value of the Plan’s interest in the Master Trust is based on the beginning of year value of the Plan’s interest in the Master Trust, plus actual contributions and allocated investment income, less actual distributions and allocated administrative expense, plus or minus changes in unrealized gains and losses.

 

The Master Trust’s investments are stated at fair value. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). See Note 7 for discussion of fair value measurements.

 

Purchases and sales of securities are recorded on the trade date. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date.

 

Benefit Payments — Benefits are recorded when paid. Amounts allocated to accounts of persons who have elected to withdraw from the Plan but have not yet been paid were $0 and $112,302 at December 31, 2010 and 2009, respectively.

 

Adoption of New Accounting Pronouncements — The accounting standards described below that were adopted in 2010 affected certain note disclosures, the statements of net assets available for benefits and the statement of changes in net assets available for benefits.

 

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Table of Contents

 

Accounting Standards Update (ASU) No. 2010-06, “Improving Disclosures about Fair Value Measurements” (ASU No. 2010-06): ASU No. 2010-6 amends Accounting Standards Codification (ASC) 820 and requires additional fair value measurement disclosures, including transfers into and out of Levels 1 and 2; separate disclosures of purchases, sales, issuances, and settlements relating to Level 3 measurements; and valuation techniques and inputs used for Level 2 and Level 3 instruments. ASU No. 2010-06 is effective for the Plan in 2010, except for the requirement to provide Level 3 activity of purchases, sales, issuances, and settlements on a gross basis, which is effective for fiscal years beginning after December 15, 2010. The adoption of ASU No. 2010-06 did not and is not expected to have a material effect on the Plan’s financial statements or disclosures.

 

ASU No. 2010-25,Reporting Loans to Participants by Defined Contribution Pension Plans” (ASU No. 2010-25): Issued by the Financial Accounting Standards Board (FASB) in September 2010, ASU No. 2010-25 requires that participant loans be classified as notes receivable rather than as plan investments and be measured at unpaid principal balance plus accrued but unpaid interest rather than fair value.  The Plan retrospectively adopted the new accounting in 2010.

 

Subsequent Events — Management has evaluated subsequent events through the date the financial statements were issued, and no events have occurred that require consideration as adjustments to or disclosures in the financial statements.

 

3.                      TAX STATUS

 

The Internal Revenue Service has determined and informed the Company by a letter dated November 14, 2002, that the Plan and related trust were designed in accordance with the applicable regulations of the IRC. The Plan has been amended since receiving the determination letter; however, the Company and Plan management believe that the Plan is currently designed and operated in compliance with the applicable requirements of the IRC and that the Plan and related trust continue to be tax-exempt. Therefore, no provision for income taxes has been included in the Plan’s financial statements.

 

4.                      PARTICIPANT LOANS

 

The Plan permits participants to borrow against the balances in their individual accounts. A participant is limited to borrowing a maximum of 50% of the value of his/her account balance or $50,000, whichever is less. The minimum amount that can be borrowed is $1,000, and the fee charged for processing a loan is paid by the participant who takes out the loan. Participants may have up to two loans outstanding, one of which can be a primary residence loan. If a participant defaults on a loan, it becomes a deemed distribution from the Plan to the participant. Primary residence loans are amortized over a maximum repayment period of 15 years, and other loans have a maximum repayment period of five years. All loans bear interest at 1% above the prime rate, as published in The Wall Street Journal, at the time the loan is made. As of both December 31, 2010 and 2009, interest rates on loans ranged from 4.25% to 10.50%, and as of December 31, 2010, had maturity dates through December 2025. The Plan’s participant loans, carried at outstanding loan balances plus accrued interest, are presented as Notes receivable from participants on the statements of net assets available for benefits.

 

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Table of Contents

 

5.                      INVESTMENTS IN THE MASTER TRUST (DOLLARS IN THOUSANDS)

 

The Plan’s investments are held in a trust account at T. Rowe Price, the trustee of the Plan (the Trustee), and consist of an interest in the Master Trust. Use of the Master Trust permits the commingling of the trust assets of two or more similar employee benefit plans sponsored by Sempra Energy for investment and administrative purposes. The Plan’s interest in the investments of the Master Trust is based on the individual Plan participants’ investment balances. Investment income is allocated on a daily basis through a valuation performed by the Trustee. Expenses relating to the Master Trust are allocated to the individual funds based upon each participant’s pro rata share, per-share calculation, or by transaction in a specific fund. At December 31, 2010 and 2009, the Plan’s interest in the investments of the Master Trust was approximately 42% and 41%, respectively.

 

The investments available for benefits of the Master Trust at December 31, 2010 and 2009, are summarized as follows:

 

 

 

2010

 

2009

 

 

 

 

 

 

 

At fair value:

 

 

 

 

 

Sempra Energy common stock

 

$

847,079

 

$

919,478

 

Money market fund

 

66,251

 

65,718

 

Mutual funds:

 

 

 

 

 

Domestic stock funds

 

505,853

 

420,161

 

Balanced funds

 

374,180

 

301,936

 

Bond funds

 

104,014

 

92,099

 

Other

 

13,288

 

11,939

 

At estimated fair value — stable value fund

 

118,371

 

113,532

 

At estimated fair value — common/collective trust

 

85,088

 

79,985

 

 

 

 

 

 

 

Investments available for benefits

 

$

2,114,124

 

$

2,004,848

 

 

Net appreciation (depreciation) of investments and dividend income for the Master Trust for the year ended December 31, 2010, are as follows:

 

Net appreciation (depreciation) of investments at fair value:

 

 

 

Sempra Energy common stock

 

$

(57,831

)

Mutual funds

 

118,612

 

Net appreciation of investments at estimated fair value

 

6,841

 

 

 

 

 

Net appreciation of investments

 

$

67,622

 

 

 

 

 

Dividend income

 

$

50,145

 

 

The following investments held by the Plan through the Master Trust represent 5% or more of the Plan’s assets at December 31, 2010 and 2009:

 

 

 

2010

 

2009

 

 

 

 

 

 

 

Sempra Energy Common Stock

 

$

355,373

 

$

378,719

 

Vanguard Institutional Index Fund

 

101,109

 

88,287

 

T. Rowe Price Small-Cap Stock Fund

 

82,325

 

61,280

 

T. Rowe Price Personal Strategy Balanced Fund

 

69,876

 

57,602

 

 

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Table of Contents

 

The Plan, through the Master Trust, invests in various securities. Investment securities, in general, are exposed to various risks, such as interest rate, credit, and overall market volatility. Due to the level of risk associated with investment securities, it is reasonably possible that changes in the values of certain investment securities will occur in the near term and that such changes could materially affect the amounts reported in the statements of net assets available for Plan benefits.

 

6.                      NONPARTICIPANT DIRECTED INVESTMENTS (DOLLARS IN THOUSANDS)

 

The Company’s nonelective matching contributions to the Plan are invested solely in Sempra Energy common stock. These contributions are classified as nonparticipant directed investments despite the employee’s ability to subsequently transfer them into other investments. The investment of Employer discretionary incentive contributions follows participant direction. Information about the Sempra Energy common stock investments held by the Plan through the Master Trust, and the significant components of the changes therein, are as follows for the year ended December 31, 2010:

 

Nonparticipant directed assets — Sempra Energy common stock in the Master Trust as of December 31, 2009

 

$

194,608

 

 

 

 

 

Changes in assets:

 

 

 

Contributions

 

10,692

 

Net depreciation, net of dividend income

 

(6,611

)

Distributions to participants or their beneficiaries

 

(6,891

)

Transfers to participant directed investments

 

(7,931

)

Transfers from plans of related entities

 

848

 

 

 

 

 

Total change in assets

 

(9,893

)

 

 

 

 

Nonparticipant directed assets — Sempra Energy common stock in the Master Trust as of December 31, 2010

 

$

184,715

 

 

7.                      FAIR VALUE MEASUREMENTS (DOLLARS IN THOUSANDS)

 

In accordance with current GAAP, the Plan and Master Trust classify their investments based on a fair value hierarchy that prioritizes the inputs used to measure fair value, as follows:

 

·                  Level 1, which refers to securities valued using quoted prices from active markets for identical assets;

 

·                  Level 2, which refers to securities not traded on an active market but for which observable market inputs are readily available; and

 

·                  Level 3, which refers to securities valued based on significant unobservable inputs.

 

Investments are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.

 

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The following table sets forth by level within the fair value hierarchy a summary of the Master Trust’s investments measured at fair value or estimated fair value on a recurring basis at December 31, 2010 and 2009, by major category of debt and equity securities determined by the nature and risk of the investments:

 

 

 

Master Trust Fair Value Measurements

 

 

 

at December 31, 2010

 

 

 

Level 1

 

Level 2

 

Level 3

 

Total

 

 

 

 

 

 

 

 

 

 

 

Sempra Energy common stock

 

$

847,079

 

$

 

$

 

$

847,079

 

 

 

 

 

 

 

 

 

 

 

Money market fund

 

66,251

 

 

 

66,251

 

 

 

 

 

 

 

 

 

 

 

Mutual funds:

 

 

 

 

 

 

 

 

 

Domestic stock funds

 

505,853

 

 

 

505,853

 

Balanced funds

 

374,180

 

 

 

374,180

 

Bond funds

 

104,014

 

 

 

104,014

 

Other

 

13,288

 

 

 

13,288

 

 

 

 

 

 

 

 

 

 

 

Total mutual funds

 

997,335

 

 

 

997,335

 

 

 

 

 

 

 

 

 

 

 

Stable value fund

 

 

118,371

 

 

118,371

 

 

 

 

 

 

 

 

 

 

 

Common/collective trust

 

 

85,088

 

 

85,088

 

 

 

 

 

 

 

 

 

 

 

Total investments at fair value

 

$

1,910,665

 

$

203,459

 

$

 

$

2,114,124

 

 

 

 

Master Trust Fair Value Measurements

 

 

 

at December 31, 2009

 

 

 

Level 1

 

Level 2

 

Level 3

 

Total

 

 

 

 

 

 

 

 

 

 

 

Sempra Energy common stock

 

$

919,478

 

$

 

$

 

$

919,478

 

 

 

 

 

 

 

 

 

 

 

Money market fund

 

65,718

 

 

 

65,718

 

 

 

 

 

 

 

 

 

 

 

Mutual funds:

 

 

 

 

 

 

 

 

 

Domestic stock funds

 

420,161

 

 

 

420,161

 

Balanced funds

 

301,936

 

 

 

301,936

 

Bond funds

 

92,099

 

 

 

92,099

 

Other

 

11,939

 

 

 

11,939

 

 

 

 

 

 

 

 

 

 

 

Total mutual funds

 

826,135

 

 

 

826,135

 

 

 

 

 

 

 

 

 

 

 

Stable value funds

 

 

113,532

 

 

113,532

 

 

 

 

 

 

 

 

 

 

 

Common/collective trust

 

 

79,985

 

 

79,985

 

 

 

 

 

 

 

 

 

 

 

Total investments at fair value

 

$

1,811,331

 

$

193,517

 

$

 

$

2,004,848

 

 

There were no transfers into or out of Level 1, Level 2 or Level 3 for the Plan or Master Trust during the periods presented.

 

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Table of Contents

 

The following descriptions of the valuation methods and assumptions used by the Plan to estimate the fair values of investments apply to investments held directly by the Plan and those held as underlying investments of the Master Trust:

 

Common Stocks — Common stocks are valued using quoted prices listed on nationally recognized securities exchanges (Level 1 inputs).

 

Money Market and Mutual Funds — The fair values of mutual fund investments are determined by obtaining quoted prices on nationally recognized securities exchanges (Level 1 inputs).

 

Stable Value Funds — The fair values of participation units in stable value collective trusts are based upon the net asset values (NAVs) of such fund, after adjustments to reflect all fund investments at fair value, including direct and indirect interests in fully benefit-responsive contracts, as reported in the audited financial statements of the fund (Level 2 inputs) (see Note 8).

 

Common Collective Trusts — The fair values of participation units held in collective trusts, other than stable value funds, are based on the NAVs reported by the trust managers as of the financial statement dates, which may reflect recent transaction prices (Level 2 inputs). The investment objectives and underlying investments of the collective trusts vary, with some holding diversified portfolios of domestic or international stocks and open-ended mutual funds, some holding securities of U.S. companies in a particular industry sector, some holding short-term and/or medium-term corporate, government and government agency bonds, and others holding a blend of various domestic stocks, bonds and mutual funds. Each collective trust provides for daily redemptions by the Plan at reported NAVs per share, with no advance notice requirement (see Note 9).

 

The methods described are intended to produce a fair value calculation that is indicative of net realizable value or reflective of future fair values. However, while the Plan believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.

 

8.                      STABLE VALUE FUNDS

 

Through the Master Trust, the Plan invests in the T. Rowe Price Stable Value Common Trust Fund (the Fund) sponsored by T. Rowe Price Group, Inc. The Fund invests primarily in conventional guaranteed investment contracts and synthetic investment contracts issued by life insurance companies, banks, and other financial institutions, with the objective of providing a high level of return that is consistent with also providing stability of investment return, preservation of capital, and liquidity to pay plan benefits of its retirement plan investors.

 

The beneficial interest of each participant is represented by units. Units are issued and redeemed daily at the Fund’s constant NAV. Distribution to the Fund’s unit holders is declared daily from the net investment income and automatically reinvested in the Fund on a monthly basis, when paid. It is the policy of the Fund to use its best efforts to maintain the stable NAV per unit, although there is no guarantee that the Fund will be able to maintain this value.

 

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Table of Contents

 

Participants ordinarily may direct the withdrawal or transfer of all or a portion of their investment at contract value. Contract value represents contributions made to the Fund, plus earnings, less participant withdrawals and administrative expenses. The Fund imposes certain restrictions on the Plan, and the Fund itself may be subject to circumstances that impact its ability to transact at contract value. Plan management believes that the occurrence of events that would cause the Funds to transact at less than contract value is not probable.

 

The average yields of the Fund for the years ended December 31, were as follows:

 

 

 

2010

 

2009

 

 

 

 

 

 

 

Based on annualized earnings (1)

 

3.65%

 

4.23%

 

Based on interest rate credited to participants (2)

 

4.10%

 

4.26%

 

 

 

 

 

 

(1)    Computed by dividing the annualized one-day actual earnings of the contract on the last day of the Plan year by the fair value of the investments on the same date.

(2)    Computed by dividing the annualized one-day earnings credited to participants on the last day of the Plan year by the fair value of the investments on the same date.

 

9.                      NET ASSET VALUE PER SHARE (DOLLARS IN THOUSANDS)

 

The following table sets forth a summary of the investments held by the Plan through the Master Trust with a reported NAV:

 

 

 

Fair Value Estimated Using Net Asset Value per Share

 

 

 

at December 31, 2010

 

 

 

 

 

 

 

 

 

Other

 

Redemption

 

 

 

 

 

Unfunded

 

Redemption

 

Redemption

 

Notice

 

Investment

 

Fair Value

 

Commitment

 

Frequency

 

Restrictions

 

Period

 

T. Rowe Price Stable Value Fund (1)

 

$

32,648

 

$

 

Daily

 

None (1)

 

None (1)

 

Pyramis Select International Equity Commingled Pool Fund (2)

 

41,250

 

 

Daily

 

None (2)

 

None

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

$

73,898

 

$

 

 

 

 

 

 

 

 

 

 

Fair Value Estimated Using Net Asset Value per Share

 

 

 

at December 31, 2009

 

 

 

 

 

 

 

 

 

Other

 

Redemption

 

 

 

 

 

Unfunded

 

Redemption

 

Redemption

 

Notice

 

Investment

 

Fair Value

 

Commitment

 

Frequency

 

Restrictions

 

Period

 

T. Rowe Price Stable Value Fund (1)

 

$

28,965

 

$

 

Daily

 

None (1)

 

None (1)

 

Pyramis Select International Equity Commingled Pool Fund (2)

 

38,590

 

 

Daily

 

None (2)

 

None

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

$

67,555

 

$

 

 

 

 

 

 

 

 

12



Table of Contents

 

 

 

 

 

(1)          The Fund strategies seek to maximize current income while maintaining invested principal. The Plan is required to give notice one day in advance of a partial or total liquidation of the investment for any purpose other than for benefit payments, making participant loans, participant-directed investment transfers and payment of administrative fees. The Plan administrator is also required to give a 30-day notice of the liquidation of the Fund due to the termination of the Master Trust.

 

(2)          The pool strategies seek long-term growth of capital primarily through investment in foreign securities. There is a 1% redemption fee for units held less than 30 days.

 

* * * * * *

 

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Table of Contents

 

SUPPLEMENTAL SCHEDULE

 

14



Table of Contents

 

SAN DIEGO GAS & ELECTRIC COMPANY SAVINGS PLAN

 

FORM 5500, SCHEDULE H, PART IV, LINE 4i — SCHEDULE OF ASSETS (HELD AT END OF YEAR)

AS OF DECEMBER 31, 2010

 

 

 

(b)

 

(c)

 

 

 

 

 

 

 

Identity of Issuer,

 

Description of Investment Including

 

 

 

(e)

 

 

 

Borrower, Lessor, or

 

Maturity Date, Rate of Interest, and

 

(d)

 

Current

 

(a)

 

Similar Party

 

Collateral

 

Cost

 

Value

 

*

 

Participant loans

 

Interest rates from 4.25% to 10.50%; maturities from January 2011 through December 2025

 

**

 

$

24,971,254

 

 

 

 

 

 

*

 

Party-in-interest to the Plan.

**

 

Cost not required to be presented for participant directed investments.

 

 

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Table of Contents

 

Southern California Gas Company Retirement Savings Plan

 

Financial Statements as of December 31, 2010 and 2009, and for the Year Ended December 31, 2010, Supplemental Schedule as of December 31, 2010, and Report of Independent Registered Public Accounting Firm

 



Table of Contents

 

SOUTHERN CALIFORNIA GAS COMPANY RETIREMENT SAVINGS PLAN

 

TABLE OF CONTENTS

 

 

Page

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

1

 

 

FINANCIAL STATEMENTS:

 

 

 

Statements of Net Assets Available for Benefits as of December 31, 2010 and 2009

2

 

 

Statement of Changes in Net Assets Available for Benefits for the Year Ended December 31, 2010

3

 

 

Notes to Financial Statements

4–13

 

 

SUPPLEMENTAL SCHEDULE AS OF DECEMBER 31, 2010:

 

 

 

Form 5500, Schedule H, Part IV, Line 4i — Schedule of Assets (Held at End of Year)

15

 

 

NOTE:

Other schedules required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 are omitted because of the absence of conditions under which they are required or they are filed by the trustee of the Master Trust in which the Plan participates.

 

 



Table of Contents

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Trustees and Participants of the

Southern California Gas Company Retirement Savings Plan

San Diego, California

 

We have audited the accompanying statements of net assets available for benefits of the Southern California Gas Company Retirement Savings Plan (the “Plan”) as of December 31, 2010 and 2009, and the related statement of changes in net assets available for benefits for the year ended December 31, 2010. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

 

We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

 

In our opinion, such financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2010 and 2009, and the changes in net assets available for benefits for the year ended December 31, 2010 in conformity with accounting principles generally accepted in the United States of America.

 

As discussed in Note 2 to the financial statements, the Plan retrospectively adopted new accounting guidance as of December 31, 2010 relating to the financial statement presentation of loans to participants.

 

Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets (held at end of year) as of December 31, 2010, is presented for the purpose of additional analysis and is not a required part of the basic financial statements, but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This schedule is the responsibility of the Plan’s management. Such schedule has been subjected to the auditing procedures applied in our audit of the basic 2010 financial statements and, in our opinion, is fairly stated in all material respects when considered in relation to the basic financial statements taken as a whole.

 

/s/ DELOITTE & TOUCHE LLP

 

San Diego, California

June 29, 2011

 



Table of Contents

 

SOUTHERN CALIFORNIA GAS COMPANY RETIREMENT SAVINGS PLAN

 

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS

AS OF DECEMBER 31, 2010 AND 2009

(Dollars in thousands)

 

 

 

2010

 

2009

 

 

 

 

 

 

 

CASH AND CASH EQUIVALENTS

 

$

893

 

$

374

 

 

 

 

 

 

 

INVESTMENT — Investment in Sempra Energy Savings Master Trust

 

1,013,000

 

977,361

 

 

 

 

 

 

 

RECEIVABLES:

 

 

 

 

 

Notes receivable from participants

 

33,804

 

30,033

 

Dividends

 

2,860

 

2,930

 

Employer contributions

 

1,841

 

1,689

 

Employee contributions

 

1,896

 

1,812

 

 

 

 

 

 

 

Total receivables

 

40,401

 

36,464

 

 

 

 

 

 

 

NET ASSETS AVAILABLE FOR BENEFITS

 

$

1,054,294

 

$

1,014,199

 

 

See notes to financial statements.

 

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Table of Contents

 

SOUTHERN CALIFORNIA GAS COMPANY RETIREMENT SAVINGS PLAN

 

STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

FOR THE YEAR ENDED DECEMBER 31, 2010

(Dollars in thousands)

 

ADDITIONS:

 

 

 

Net investment income — Plan interest in Sempra Energy Savings Master Trust investment income

 

$

47,897

 

 

 

 

 

Contributions:

 

 

 

Employer

 

13,018

 

Participating employees

 

41,272

 

 

 

 

 

Total contributions

 

54,290

 

 

 

 

 

Transfers from plans of related entities

 

9,347

 

 

 

 

 

Interest income on notes receivable from participants

 

1,683

 

 

 

 

 

Total additions

 

113,217

 

 

 

 

 

DEDUCTIONS:

 

 

 

Distributions to participants or their beneficiaries

 

71,769

 

Transfers to plans of related entities

 

1,132

 

Administrative expenses

 

221

 

 

 

 

 

Total deductions

 

73,122

 

 

 

 

 

INCREASE IN NET ASSETS

 

40,095

 

 

 

 

 

NET ASSETS AVAILABLE FOR BENEFITS:

 

 

 

Beginning of year

 

1,014,199

 

 

 

 

 

End of year

 

$

1,054,294

 

 

See notes to financial statements.

 

3



Table of Contents

 

SOUTHERN CALIFORNIA GAS COMPANY RETIREMENT SAVINGS PLAN

 

NOTES TO FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2010 AND 2009, AND FOR THE YEAR ENDED DECEMBER 31, 2010

 

1.                      PLAN DESCRIPTION AND RELATED INFORMATION

 

The following description of the Southern California Gas Company Retirement Savings Plan (the Plan) is provided for general information purposes only. Participants should refer to the Plan document for a more complete description of the Plan’s provisions.

 

General — The Plan is a defined contribution plan that provides employees of Southern California Gas Company (the Company or Employer) with retirement benefits. Employees may participate immediately in the Plan and, after one year in which they complete 1,000 hours of service, receive an Employer matching contribution. Employees may make regular savings investments in common stock of Sempra Energy, the parent company of the Employer, and other optional investments permitted by the Plan. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA).

 

Employees transfer between the Company and related entities for various reasons, resulting in the transfer of participant assets from one plan to another.

 

Contributions — Contributions to the Plan can be made under the following provisions:

 

Participating Employee Contributions — Under the terms of the Plan, participants may contribute up to 50% of eligible pay on a pretax basis, an after-tax basis, or a combination thereof. The Internal Revenue Code (IRC) limited total individual pretax contributions to $16,500 for 2010. Catch-up contributions are permitted for participants of at least 50 years of age. The catch-up provision provides these participants the opportunity to contribute an additional $5,500 on a pretax basis for 2010. The Plan allows for automatic enrollment of newly hired nonrepresented employees who either do not elect a specific deferral percentage or do not opt out of the Plan. The automatic deferral is an amount equal to 3% of eligible pay, which automatically increases every May by 1% up to a maximum of 6%, and the default investment vehicle for 2010 is a T. Rowe Price Retirement Fund option based on the assumption that the employee will retire at age 65.

 

Employer Nonelective Matching Contributions — The Company makes matching contributions to the Plan equal to 50% of each participant’s contribution, up to the first 6% of eligible pay, each pay period. The Company’s matching contributions are invested in Sempra Energy common stock. Employer contributions are funded in part from the Sempra Energy Employee Stock Ownership Plan and Trust.

 

Discretionary Incentive Contribution — If established performance goals and targets of the Company are met in accordance with the terms of the incentive guidelines established each year, the Company will make an additional incentive contribution as determined by the Board of Directors of Sempra Energy for nonrepresented employees. An incentive contribution of 0.83% of eligible compensation was made for 2010. Incentive contributions were made on March 16, 2011 and March 17, 2010, to all employees employed on December 31, 2010 and 2009, respectively. The contributions were made in the form of cash and stock and invested according to each participant’s investment election on the date of contribution.

 

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Table of Contents

 

Participant Accounts — A separate account is established and maintained in the name of each participant and reflects the participant’s contributions, the Employer’s nonelective matching and discretionary incentive contributions, and the earnings and losses attributed to each investment fund, less administrative expenses. Participants are allocated a share of each fund’s investment earnings net of investment fees on a daily basis, based upon their account balance as a percentage of the total fund balance. Investment expenses, except those for a specific transaction, are allocated quarterly to individual funds based on either fund balance or a participant’s pro rata share, as defined in the Plan document.

 

Participants are allowed to redirect up to 100% of the shares in the Employer matching account into any of the Plan’s designated investments.

 

Vesting — All participant accounts are fully vested and nonforfeitable at all times.

 

Investment Options — All investments are held by the Sempra Energy Savings Master Trust (the Master Trust) (see Note 5). Employees elect to have their contributions invested in increments of 1% in Sempra Energy common stock, specific mutual funds offered by T. Rowe Price, Fidelity Investment Managers, and the Vanguard Group, or a broad range of funds through a brokerage account, TradeLink. Participants may invest a maximum of 50% of the value of their Plan accounts (excluding the Employer matching contributions) within their TradeLink brokerage account.

 

Payment of Dividends — Participants may elect at any time to either receive distributions of cash dividends on the shares of Sempra Energy common stock held in their account or to reinvest those dividends in Sempra Energy common stock. Former employees that elect to leave their account balance in the Plan and receive cash dividends from Sempra Energy common stock in their account will receive such dividends in cash or have them reinvested in Sempra Energy common stock, based on their election on the date of termination of employment with the Company, retirement or permanent disability.

 

Payment of Benefits — Upon termination of employment with the Company, retirement or permanent disability, participants or the named beneficiary(ies) (in the event of death) with an account balance greater than $5,000 are given the options to have their vested account balance remain in the Plan, roll the entire amount to another qualified retirement plan or individual retirement account or receive their vested account balance in a single lump-sum payment in cash or Sempra Energy common stock for any portion of their account held in Sempra Energy common stock. The accounts of terminated participants with account balances from $1,000 to $5,000 that do not elect a lump-sum payment or a rollover to a qualified retirement plan or individual retirement account will be automatically rolled into an individual retirement account with T. Rowe Price. Terminated participants with account balances less than $1,000 automatically receive a lump-sum cash payment.

 

Plan Termination — Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions and to terminate the Plan at any time, subject to the provisions of ERISA. In the event of termination, the net assets of the Plan will be distributed to the participants.

 

Related-Party Transactions — Certain Plan investments, held through the Master Trust, are shares of mutual funds managed by T. Rowe Price, the Plan’s recordkeeper; therefore, these transactions qualify as exempt party-in-interest transactions.

 

5



Table of Contents

 

Certain administrative functions of the Plan are performed by officers or employees of Sempra Energy. No such officer or employee receives compensation from the Plan. Certain administrative expenses are paid directly by the Company, such as legal and accounting fees. All investment expenses are paid by the participants, including recordkeeping, trustee, loan, redemption and investment management fees. Fees paid by the Plan to the recordkeeper for administrative services were $221,018 for the year ended December 31, 2010.

 

At December 31, 2010 and 2009, the Plan held, through the Master Trust, 8,324,761 and 8,565,944 shares of common stock of Sempra Energy, the sponsoring employer, and recorded dividend income of $11,613,661 during the year ended December 31, 2010.

 

2.                      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Accounting — The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP).

 

Use of Estimates — The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of net assets and disclosures at the date of the financial statements and the reported changes in net assets during the reporting period. Actual results could differ from those estimates.

 

Risks and Uncertainties — The Plan invests in the Master Trust, which utilizes various investment instruments, including common stock, mutual funds, and a stable value fund. Investment securities, in general, are exposed to various risks, such as interest rate risk, credit risk, and overall market volatility. Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect the amounts reported in the financial statements.

 

Investment Valuation and Income Recognition — The fair value of the Plan’s interest in the Master Trust is based on the beginning of year value of the Plan’s interest in the Master Trust, plus actual contributions and allocated investment income, less actual distributions and allocated administrative expense, plus or minus changes in unrealized gains and losses.

 

The Master Trust’s investments are stated at fair value. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). See Note 7 for discussion of fair value measurements.

 

Purchases and sales of securities are recorded on the trade date. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date.

 

Benefit Payments — Benefits are recorded when paid. Amounts allocated to accounts of persons who have elected to withdraw from the Plan but have not yet been paid were $192,015 and $23,491 at December 31, 2010 and 2009, respectively.

 

Adoption of New Accounting Pronouncements — The accounting standards described below that were adopted in 2010 affected certain note disclosures, the statements of net assets available for benefits and the statement of changes in net assets available for benefits.

 

6



Table of Contents

 

Accounting Standards Update (ASU) No. 2010-06, “Improving Disclosures about Fair Value Measurements” (ASU No. 2010-06): ASU No. 2010-6 amends Accounting Standards Codification (ASC) 820 and requires additional fair value measurement disclosures, including transfers into and out of Levels 1 and 2; separate disclosures of purchases, sales, issuances, and settlements relating to Level 3 measurements; and valuation techniques and inputs used for Level 2 and Level 3 instruments. ASU No. 2010-06 is effective for the Plan in 2010, except for the requirement to provide Level 3 activity of purchases, sales, issuances, and settlements on a gross basis, which is effective for fiscal years beginning after December 15, 2010. The adoption of ASU No. 2010-06 did not and is not expected to have a material effect on the Plan’s financial statements or disclosures.

 

ASU No. 2010-25, “Reporting Loans to Participants by Defined Contribution Pension Plans” (ASU No. 2010-25): Issued by the Financial Accounting Standards Board (FASB) in September 2010, ASU No. 2010-25 requires that participant loans be classified as notes receivable rather than as plan investments and be measured at unpaid principal balance plus accrued but unpaid interest rather than fair value.  The Plan retrospectively adopted the new accounting in 2010.

 

Subsequent Events — Management has evaluated subsequent events through the date the financial statements were issued, and no events have occurred that require consideration as adjustments to or disclosures in the financial statements.

 

3.                      TAX STATUS

 

The Internal Revenue Service has determined and informed the Company by a letter dated November 14, 2002, that the Plan and related trust were designed in accordance with the applicable regulations of the IRC. The Plan has been amended since receiving the determination letter; however, the Company and Plan management believe that the Plan is currently designed and operated in compliance with the applicable requirements of the IRC and that the Plan and related trust continue to be tax-exempt. Therefore, no provision for income taxes has been included in the Plan’s financial statements.

 

4.                      PARTICIPANT LOANS

 

The Plan permits participants to borrow against the balances in their individual accounts. A participant is limited to borrowing a maximum of 50% of the value of his/her account balance or $50,000, whichever is less. The minimum amount that can be borrowed is $1,000, and the fee charged for processing a loan is paid by the participant who takes out the loan. Participants may have up to two loans outstanding, one of which can be a primary residence loan. If a participant defaults on a loan, it becomes a deemed distribution from the Plan to the participant. Primary residence loans are amortized over a maximum repayment period of 15 years, and other loans have a maximum repayment period of five years. All loans bear interest at 1% above the prime rate, as published in The Wall Street Journal, at the time the loan is made. As of both December 31, 2010 and 2009, interest rates on loans ranged from 4.25% to 10.00%, and as of December 31, 2010, had maturity dates through January 2026. The Plan’s participant loans, carried at outstanding loan balances plus accrued interest, are presented as Notes receivable from participants on the statements of net assets available for benefits.

 

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5.                      INVESTMENTS IN THE MASTER TRUST (DOLLARS IN THOUSANDS)

 

The Plan’s investments are held in a trust account at T. Rowe Price, the trustee of the Plan (the Trustee), and consist of an interest in the Master Trust. Use of the Master Trust permits the commingling of the trust assets of two or more similar employee benefit plans sponsored by Sempra Energy for investment and administrative purposes. The Plan’s interest in the investments of the Master Trust is based on the individual Plan participants’ investment balances. Investment income is allocated on a daily basis through a valuation performed by the Trustee. Expenses relating to the Master Trust are allocated to the individual funds based upon each participant’s pro rata share, per-share calculation, or by transaction in a specific fund. At December 31, 2010 and 2009, the Plan’s interest in the investments of the Master Trust was approximately 48% and 49%, respectively.

 

The investments available for benefits of the Master Trust at December 31, 2010 and 2009, are summarized as follows:

 

 

 

2010

 

2009

 

 

 

 

 

 

 

At fair value:

 

 

 

 

 

Sempra Energy common stock

 

$

847,079

 

$

919,478

 

Money market fund

 

66,251

 

65,718

 

Mutual funds:

 

 

 

 

 

Domestic stock funds

 

505,853

 

420,161

 

Balanced funds

 

374,180

 

301,936

 

Bond funds

 

104,014

 

92,099

 

Other

 

13,288

 

11,939

 

At estimated fair value — stable value fund

 

118,371

 

113,532

 

At estimated fair value — common/collective trust

 

85,088

 

79,985

 

 

 

 

 

 

 

Investments available for benefits

 

$

2,114,124

 

$

2,004,848

 

 

Net appreciation (depreciation) of investments and dividend income for the Master Trust for the year ended December 31, 2010, are as follows:

 

Net appreciation (depreciation) of investments at fair value:

 

 

 

Sempra Energy common stock

 

$

(57,831

)

Mutual funds

 

118,612

 

Net appreciation of investments at estimated fair value

 

6,841

 

 

 

 

 

Net appreciation of investments

 

$

67,622

 

 

 

 

 

Dividend income

 

$

50,145

 

 

The following investments held by the Plan through the Master Trust represent 5% or more of the Plan’s assets at December 31, 2010 and 2009:

 

 

 

2010

 

2009

 

 

 

 

 

 

 

Sempra Energy Common Stock

 

$

436,883

 

$

479,522

 

Vanguard Institutional Index Fund

 

101,160

 

89,196

 

T. Rowe Price Personal Strategy Balanced Fund

 

86,877

 

72,266

 

T. Rowe Price Stable Value Fund

 

75,120

 

73,283

 

T. Rowe Price Small-Cap Stock Fund

 

56,681

 

43,049

*

 

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Table of Contents

 

 

 

 

 

*     This investment does not represent 5% or more of the Plan’s assets at December 31, 2009, but is shown for comparative purposes.

 

The Plan, through the Master Trust, invests in various securities. Investment securities, in general, are exposed to various risks, such as interest rate, credit and overall market volatility. Due to the level of risk associated with investment securities, it is reasonably possible that changes in the values of certain investment securities will occur in the near term and that such changes could materially affect the amounts reported in the statements of net assets available for Plan benefits.

 

6.                      NONPARTICIPANT DIRECTED INVESTMENTS (DOLLARS IN THOUSANDS)

 

The Company’s nonelective matching contributions to the Plan are invested solely in Sempra Energy common stock. These contributions are classified as nonparticipant directed investments, despite the employee’s ability to subsequently transfer them into other investments. The investment of Employer discretionary incentive contributions follows participant direction. Information about the Sempra Energy common stock investments held by the Plan through the Master Trust, and the significant components of the changes therein, are as follows for the year ended December 31, 2010:

 

Nonparticipant directed investments — Sempra Energy common stock in the Master Trust as of December 31, 2009

 

$

234,312

 

 

 

 

 

Changes in assets:

 

 

 

Contributions

 

11,577

 

Net depreciation, net of dividend income

 

(8,232

)

Distributions to participants or their beneficiaries

 

(9,848

)

Transfers to participant directed investments

 

(12,069

)

Transfers from plans of related entities

 

993

 

 

 

 

 

Total change in assets

 

(17,579

)

 

 

 

 

Nonparticipant directed investments — Sempra Energy common stock in the Master Trust as of December 31, 2010

 

$

216,733

 

 

7.                      FAIR VALUE MEASUREMENTS (DOLLARS IN THOUSANDS)

 

In accordance with current GAAP, the Plan and Master Trust classify their investments based on a fair value hierarchy that prioritizes the inputs used to measure fair value, as follows:

 

·                  Level 1, which refers to securities valued using quoted prices from active markets for identical assets;

 

·                  Level 2, which refers to securities not traded on an active market but for which observable market inputs are readily available; and

 

·                  Level 3, which refers to securities valued based on significant unobservable inputs.

 

Investments are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.

 

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Table of Contents

 

The following table sets forth by level within the fair value hierarchy a summary of the Master Trust’s investments measured at fair value or estimated fair value on a recurring basis at December 31, 2010 and 2009, by major category of debt and equity securities determined by the nature and risk of the investments:

 

 

 

Master Trust Fair Value Measurements

 

 

 

at December 31, 2010

 

 

 

Level 1

 

Level 2

 

Level 3

 

Total

 

 

 

 

 

 

 

 

 

 

 

Sempra Energy common stock

 

$

847,079

 

$

 

$

 

$

847,079

 

 

 

 

 

 

 

 

 

 

 

Money market fund

 

66,251

 

 

 

66,251

 

 

 

 

 

 

 

 

 

 

 

Mutual funds:

 

 

 

 

 

 

 

 

 

Domestic stock funds

 

505,853

 

 

 

505,853

 

Balanced funds

 

374,180

 

 

 

374,180

 

Bond funds

 

104,014

 

 

 

104,014

 

Other

 

13,288

 

 

 

13,288

 

 

 

 

 

 

 

 

 

 

 

Total mutual funds

 

997,335

 

 

 

997,335

 

 

 

 

 

 

 

 

 

 

 

Stable value fund

 

 

118,371

 

 

118,371

 

 

 

 

 

 

 

 

 

 

 

Common/collective trust

 

 

85,088

 

 

85,088

 

 

 

 

 

 

 

 

 

 

 

Total investments at fair value

 

$

1,910,665

 

$

203,459

 

$

 

$

2,114,124

 

 

 

 

Master Trust Fair Value Measurements

 

 

 

at December 31, 2009

 

 

 

Level 1

 

Level 2

 

Level 3

 

Total

 

 

 

 

 

 

 

 

 

 

 

Sempra Energy common stock

 

$

919,478

 

$

 

$

 

$

919,478

 

 

 

 

 

 

 

 

 

 

 

Money market fund

 

65,718

 

 

 

65,718

 

 

 

 

 

 

 

 

 

 

 

Mutual funds:

 

 

 

 

 

 

 

 

 

Domestic stock funds

 

420,161

 

 

 

420,161

 

Balanced funds

 

301,936

 

 

 

301,936

 

Bond funds

 

92,099

 

 

 

92,099

 

Other

 

11,939

 

 

 

11,939

 

 

 

 

 

 

 

 

 

 

 

Total mutual funds

 

826,135

 

 

 

826,135

 

 

 

 

 

 

 

 

 

 

 

Stable value funds

 

 

113,532

 

 

113,532

 

 

 

 

 

 

 

 

 

 

 

Common/collective trust

 

 

79,985

 

 

79,985

 

 

 

 

 

 

 

 

 

 

 

Total investments at fair value

 

$

1,811,331

 

$

193,517

 

$

 

$

2,004,848

 

 

There were no transfers into or out of Level 1, Level 2 or Level 3 for the Plan or Master Trust during the periods presented.

 

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Table of Contents

 

The following descriptions of the valuation methods and assumptions used by the Plan to estimate the fair values of investments apply to investments held directly by the Plan and those held as underlying investments of the Master Trust:

 

Common Stocks — Common stocks are valued using quoted prices listed on nationally recognized securities exchanges (Level 1 inputs).

 

Money Market and Mutual Funds — The fair values of mutual fund investments are determined by obtaining quoted prices on nationally recognized securities exchanges (Level 1 inputs).

 

Stable Value Funds — The fair values of participation units in stable value collective trusts are based upon the net asset values (NAVs) of such fund, after adjustments to reflect all fund investments at fair value, including direct and indirect interests in fully benefit-responsive contracts, as reported in the audited financial statements of the fund (Level 2 inputs) (see Note 8).

 

Common Collective Trusts — The fair values of participation units held in collective trusts, other than stable value funds, are based on the NAVs reported by the trust managers as of the financial statement dates, which may reflect recent transaction prices (Level 2 inputs). The investment objectives and underlying investments of the collective trusts vary, with some holding diversified portfolios of domestic or international stocks and open-ended mutual funds, some holding securities of U.S. companies in a particular industry sector, some holding short-term and/or medium-term corporate, government and government agency bonds, and others holding a blend of various domestic stocks, bonds and mutual funds. Each collective trust provides for daily redemptions by the Plan at reported NAVs per share, with no advance notice requirement (see Note 9).

 

The methods described are intended to produce a fair value calculation that is indicative of net realizable value or reflective of future fair values. However, while the Plan believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.

 

8.                      STABLE VALUE FUNDS

 

Through the Master Trust, the Plan invests in the T. Rowe Price Stable Value Common Trust Fund (the Fund) sponsored by T. Rowe Price Group, Inc. The Fund invests primarily in conventional guaranteed investment contracts and synthetic investment contracts issued by life insurance companies, banks, and other financial institutions, with the objective of providing a high level of return that is consistent with also providing stability of investment return, preservation of capital, and liquidity to pay plan benefits of its retirement plan investors.

 

The beneficial interest of each participant is represented by units. Units are issued and redeemed daily at the Fund’s constant NAV. Distribution to the Fund’s unit holders is declared daily from the net investment income and automatically reinvested in the Fund on a monthly basis, when paid. It is the policy of the Fund to use its best efforts to maintain the stable NAV per unit, although there is no guarantee that the Fund will be able to maintain this value.

 

Participants ordinarily may direct the withdrawal or transfer of all or a portion of their investment at contract value. Contract value represents contributions made to the Fund, plus earnings, less participant withdrawals and administrative expenses. The Fund imposes certain restrictions on the Plan, and the Fund itself may be subject to circumstances that impact its ability to transact at contract value. Plan management believes that the occurrence of events that would cause the Fund to transact at less than contract value is not probable.

 

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Table of Contents

 

The average yields of the Fund for the years ended December 31, were as follows:

 

 

 

2010

 

2009

 

 

 

 

 

 

 

Based on annualized earnings (1)

 

3.65%

 

4.23%

 

Based on interest rate credited to participants (2)

 

4.10%

 

4.26%

 

 


(1) Computed by dividing the annualized one-day actual earnings of the contract on the last day of the Plan year by the fair value of the investments on the same date.

(2) Computed by dividing the annualized one-day earnings credited to participants on the last day of the Plan year by the fair value of the investments on the same date.

 

9.                      NET ASSET VALUE PER SHARE (DOLLARS IN THOUSANDS)

 

The following table sets forth a summary of the investments held by the Plan through the Master Trust with a reported NAV:

 

 

 

Fair Value Estimated Using Net Asset Value per Share

 

 

 

at December 31, 2010

 

 

 

 

 

 

 

 

 

Other

 

Redemption

 

 

 

 

 

Unfunded

 

Redemption

 

Redemption

 

Notice

 

Investment

 

Fair Value

 

Commitment

 

Frequency

 

Restrictions

 

Period

 

 

 

 

 

 

 

 

 

 

 

 

 

T. Rowe Price Stable Value Fund (1)

 

$

75,120

 

$

 

Daily

 

None (1)

 

None (1)

 

Pyramis Select International Equity Commingled Pool Fund (2)

 

34,890

 

 

Daily

 

None (2)

 

None

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

$

110,010

 

$

 

 

 

 

 

 

 

 

 

 

Fair Value Estimated Using Net Asset Value per Share

 

 

 

at December 31, 2009

 

 

 

 

 

 

 

 

 

Other

 

Redemption

 

 

 

 

 

Unfunded

 

Redemption

 

Redemption

 

Notice

 

Investment

 

Fair Value

 

Commitment

 

Frequency

 

Restrictions

 

Period

 

 

 

 

 

 

 

 

 

 

 

 

 

T. Rowe Price Stable Value Fund (1)

 

$

73,283

 

$

 

Daily

 

None (1)

 

None (1)

 

Pyramis Select International Equity Commingled Pool Fund (2)

 

33,847

 

 

Daily

 

None (2)

 

None

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

$

107,130

 

$

 

 

 

 

 

 

 

 


(1)          The Fund strategies seek to maximize current income while maintaining invested principal. The Plan is required to give notice one day in advance of a partial or total liquidation of the investment for any purpose other than for benefit payments, making participant loans, participant-directed investment transfers and payment of administrative fees. The Plan administrator is also required to give a 30-day notice of the liquidation of the Fund due to the termination of the Master Trust.

 

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Table of Contents

 

(2)          The pool strategies seek long-term growth of capital primarily through investment in foreign securities. There is a 1% redemption fee for units held less than 30 days.

 

* * * * * *

 

13



Table of Contents

 

SUPPLEMENTAL SCHEDULE

 

 

14



Table of Contents

 

SOUTHERN CALIFORNIA GAS COMPANY RETIREMENT SAVINGS PLAN

 

FORM 5500, SCHEDULE H, PART IV, LINE 4i — SCHEDULE OF ASSETS (HELD AT END OF YEAR)

AS OF DECEMBER 31, 2010

 

 

 

 

 

(c)

 

 

 

 

 

 

 

(b)

 

Description of Investment

 

 

 

(e)

 

 

 

Identity of Issuer, Borrower,

 

Including Maturity Date,

 

(d)

 

Current

 

(a)

 

Lessor, or Similar Party

 

Rate of Interest, and Collateral

 

Cost

 

Value

 

 

 

 

 

 

 

 

 

 

 

*

 

Participant loans

 

Interest rates from 4.25% to 10.00%; maturities from January 2011 through January 2026

 

**

 

$

33,804,400

 

 

 

 

 

 

*

Party-in-interest to the Plan.

**

Cost not required to be presented for participant directed investments.

 

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Table of Contents

 

Mesquite Power LLC Savings Plan

 

Financial Statements as of December 31, 2010 and 2009, and for the Year Ended December 31, 2010, Supplemental Schedule as of December 31, 2010, and Report of Independent Registered Public Accounting Firm

 



Table of Contents

 

MESQUITE POWER LLC SAVINGS PLAN

 

TABLE OF CONTENTS

 

 

Page

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

1

 

 

FINANCIAL STATEMENTS:

 

 

 

Statements of Net Assets Available for Benefits as of December 31, 2010 and 2009

2

 

 

Statement of Changes in Net Assets Available for Benefits for the Year Ended December 31, 2010

3

 

 

Notes to Financial Statements

4–13

 

 

SUPPLEMENTAL SCHEDULE AS OF DECEMBER 31, 2010:

 

 

 

Form 5500, Schedule H, Part IV, Line 4i — Schedule of Assets (Held at End of Year)

15

 

 

NOTE:

Other schedules required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 are omitted because of the absence of conditions under which they are required or they are filed by the trustee of the Master Trust in which the Plan participates.

 

 



Table of Contents

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Trustees and Participants of the

Mesquite Power LLC Savings Plan

San Diego, California

 

We have audited the accompanying statements of net assets available for benefits of the Mesquite Power LLC Savings Plan (the “Plan”) as of December 31, 2010 and 2009, and the related statement of changes in net assets available for benefits for the year ended December 31, 2010. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

 

We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

 

In our opinion, such financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2010 and 2009, and the changes in net assets available for benefits for the year ended December 31, 2010 in conformity with accounting principles generally accepted in the United States of America.

 

As discussed in Note 2 to the financial statements, the Plan retrospectively adopted new accounting guidance as of December 31, 2010 relating to the financial statement presentation of loans to participants.

 

Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets (held at end of year) as of December 31, 2010, is presented for the purpose of additional analysis and is not a required part of the basic financial statements, but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This schedule is the responsibility of the Plan’s management. Such schedule has been subjected to the auditing procedures applied in our audit of the basic 2010 financial statements and, in our opinion, is fairly stated in all material respects when considered in relation to the basic financial statements taken as a whole.

 

/s/ DELOITTE & TOUCHE LLP

 

 

 

San Diego, California

 

June 29, 2011

 

 



Table of Contents

 

MESQUITE POWER LLC SAVINGS PLAN

 

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS

AS OF DECEMBER 31, 2010 AND 2009

 

 

 

2010

 

2009

 

 

 

 

 

 

 

INVESTMENT — Investment in Sempra Energy Savings Master Trust

 

$

3,070,612

 

$

2,593,247

 

 

 

 

 

 

 

RECEIVABLES:

 

 

 

 

 

Notes receivable from participants

 

77,917

 

130,703

 

Employer contributions

 

196,351

 

189,870

 

Employee contributions

 

8,026

 

7,388

 

Dividends

 

6,217

 

6,111

 

 

 

 

 

 

 

Total receivables

 

288,511

 

334,072

 

 

 

 

 

 

 

NET ASSETS AVAILABLE FOR BENEFITS

 

$

3,359,123

 

$

2,927,319

 

 

See notes to financial statements.

 

2



Table of Contents

 

MESQUITE POWER LLC SAVINGS PLAN

 

STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

FOR THE YEAR ENDED DECEMBER 31, 2010

 

ADDITIONS:

 

 

 

Net investment income — Plan interest in Sempra Energy Savings Master Trust investment income

 

$

215,636

 

 

 

 

 

Contributions:

 

 

 

Employer

 

338,734

 

Participating employees

 

247,570

 

 

 

 

 

Total contributions

 

586,304

 

 

 

 

 

Interest income on notes receivable from participants

 

4,678

 

 

 

 

 

Total additions

 

806,618

 

 

 

 

 

DEDUCTIONS:

 

 

 

Distributions to participants or their beneficiaries

 

374,715

 

Administrative expenses

 

99

 

 

 

 

 

Total deductions

 

374,814

 

 

 

 

 

INCREASE IN NET ASSETS

 

431,804

 

 

 

 

 

NET ASSETS AVAILABLE FOR BENEFITS:

 

 

 

Beginning of year

 

2,927,319

 

 

 

 

 

End of year

 

$

3,359,123

 

 

See notes to financial statements.

 

3



Table of Contents

 

MESQUITE POWER LLC SAVINGS PLAN

 

NOTES TO FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2010 AND 2009, AND FOR THE YEAR ENDED DECEMBER 31, 2010

 

1.                      PLAN DESCRIPTION AND RELATED INFORMATION

 

The following description of the Mesquite Power LLC Savings Plan (the Plan) is provided for general information purposes only. Participants should refer to the Plan document for a more complete description of the Plan’s provisions.

 

General — The Plan is a defined contribution plan that provides employees of Mesquite Power LLC (the Company or Employer) with retirement benefits. Employees may participate immediately in the Plan and, after one year in which they complete 1,000 hours of service, receive an Employer matching contribution. Employees may make regular savings investments in common stock of Sempra Energy, the parent company of the Employer, and other optional investments permitted by the Plan. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA).

 

Employees transfer between the Company and related entities for various reasons, resulting in the transfer of participant assets from one plan to another.

 

Contributions — Contributions to the Plan can be made under the following provisions:

 

Participating Employee Contributions — Under the terms of the Plan, participants may contribute up to 50% of eligible pay on a pretax basis. The Internal Revenue Code (IRC) limited total individual pretax contributions to $16,500 for 2010. Catch-up contributions are permitted for participants of at least 50 years of age. The catch-up provision provides these participants the opportunity to contribute an additional $5,500 on a pretax basis for 2010. The Plan allows for automatic enrollment of newly hired employees who either do not elect a specific deferral percentage or do not opt out of the Plan. The automatic deferral is an amount equal to 3% of eligible pay increasing every May by 1% up to a maximum of 6%, and the default investment vehicle for 2010 is a T. Rowe Price Retirement Fund option based on the assumption that the employee will retire at age 65. Employees hired after January 1, 2007, have the option to opt out.

 

Employer Nonelective Matching Contributions — The Company makes contributions to the Plan of 100% of the participant’s contributions up to 6% of eligible pay, each pay period. The Company’s matching contributions are invested in Sempra Energy common stock.

 

Discretionary Incentive Contribution — If established performance goals and targets of the Company are met in accordance with the terms of the incentive guidelines established each year, the Company will make an additional incentive contribution of 3% to 6% of the participant’s eligible pay. An incentive contribution of 5.67% was made for 2010. Incentive contributions were made on March 16, 2011, and March 17, 2010, to all employees employed on December 31, 2010 and 2009, respectively. The contributions were made in the form of cash and stock and invested according to each participant’s investment election on the date of contribution.

 

4



Table of Contents

 

Participant Accounts — A separate account is established and maintained in the name of each participant and reflects the participant’s contributions, the Employer’s nonelective matching and discretionary incentive contributions, and the earnings and losses attributed to each investment fund, less administrative expenses. Participants are allocated a share of each fund’s investment earnings net of investment fees on a daily basis, based upon their account balance as a percentage of the total fund balance. Investment expenses, except those for a specific transaction, are allocated quarterly to individual funds based on either fund balance or a participant’s pro rata share, as defined in the Plan document.

 

Participants are allowed to redirect up to 100% of the shares in the Employer matching account into any of the Plan’s designated investments.

 

Vesting — All participant accounts are fully vested and nonforfeitable at all times.

 

Investment Options — All investments are held by the Sempra Energy Savings Master Trust (the Master Trust) (see Note 5). Employees elect to have their contributions invested in increments of 1% in Sempra Energy common stock or specific mutual funds offered by T. Rowe Price, Fidelity Investment Managers, and the Vanguard Group.

 

Payment of Dividends — Participants may elect at any time to either receive distributions of cash dividends on the shares of Sempra Energy common stock held in their account or to reinvest those dividends in Sempra Energy common stock. Former employees that elect to leave their account balance in the Plan and receive cash dividends from Sempra Energy common stock in their account will receive such dividends in cash or have them reinvested in Sempra Energy common stock, based on their election on the date of termination of employment with the Company, retirement or permanent disability.

 

Payment of Benefits — Upon termination of employment with the Company, retirement or permanent disability, participants or the named beneficiary(ies) (in the event of death) with an account balance greater than $5,000 are given the options to have their vested account balance remain in the Plan, roll the entire amount to another qualified retirement plan or individual retirement account, or receive their vested account balance in a single lump-sum payment in cash, or Sempra Energy common stock for any portion of their account held in Sempra Energy common stock. The accounts of terminated participants with account balances from $1,000 to $5,000 that do not elect a lump-sum payment or a rollover to a qualified retirement plan or individual retirement account will be automatically rolled into an individual retirement account with T. Rowe Price. Terminated participants with account balances less than $1,000 automatically receive a lump-sum cash payment.

 

Plan Termination — Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions and to terminate the Plan at any time, subject to the provisions of ERISA. In the event of termination, the net assets of the Plan will be distributed to the participants.

 

Related-Party Transactions — Certain Plan investments, held through the Master Trust, are shares of mutual funds managed by T. Rowe Price, the Plan’s recordkeeper; therefore, these transactions qualify as exempt party-in-interest transactions.

 

Certain administrative functions of the Plan are performed by officers or employees of the Company. No such officer or employee receives compensation from the Plan. Certain administrative expenses are paid directly by the Company, such as legal and accounting fees. All investment expenses are paid by the participants, including recordkeeping, trustee, loan, redemption and investment management fees. Fees paid by the Plan to the recordkeeper for administrative services were $99 for the year ended December 31, 2010.

 

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Table of Contents

 

At December 31, 2010 and 2009, the Plan held, through the Master Trust, 16,036 and 15,669 shares of common stock of Sempra Energy, the sponsoring employer, and recorded dividend income of $23,812 during the year ended December 31, 2010.

 

2.                      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Accounting — The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP).

 

Use of Estimates — The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of net assets and disclosures at the date of the financial statements and the reported changes in net assets during the reporting period. Actual results could differ from those estimates.

 

Risks and Uncertainties — The Plan invests in the Master Trust, which utilizes various investment instruments, including common stock, mutual funds, and a stable value fund. Investment securities, in general, are exposed to various risks, such as interest rate risk, credit risk, and overall market volatility. Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect the amounts reported in the financial statements.

 

Investment Valuation and Income Recognition — The fair value of the Plan’s interest in the Master Trust is based on the beginning of year value of the Plan’s interest in the Master Trust, plus actual contributions and allocated investment income, less actual distributions and allocated administrative expense, plus or minus changes in unrealized gains and losses.

 

The Master Trust’s investments are stated at fair value. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). See Note 7 for discussion of fair value measurements.

 

Purchases and sales of securities are recorded on the trade date. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date.

 

Benefit Payments — Benefits are recorded when paid. There were no amounts allocated to accounts of persons who have elected to withdraw from the Plan but have not yet been paid as of December 31, 2010 or 2009.

 

Adoption of New Accounting Pronouncements — The accounting standards described below that were adopted in 2010 affected certain note disclosures, the statements of net assets available for benefits and the statement of changes in net assets available for benefits.

 

Accounting Standards Update (ASU) No. 2010-06, “Improving Disclosures about Fair Value Measurements” (ASU No. 2010-06): ASU No. 2010-6 amends Accounting Standards Codification (ASC) 820 and requires additional fair value measurement disclosures, including transfers into and out of Levels 1 and 2; separate disclosures of purchases, sales, issuances, and settlements relating to Level 3 measurements; and valuation techniques and inputs used for Level 2 and Level 3 instruments. ASU No. 2010-06 is effective for the Plan in 2010, except for the requirement to provide Level 3 activity of purchases, sales, issuances, and settlements on a gross basis, which is effective for fiscal years beginning after December 15, 2010. The adoption of ASU No. 2010-06 did not and is not expected to have a material effect on the Plan’s financial statements or disclosures.

 

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ASU No. 2010-25, “Reporting Loans to Participants by Defined Contribution Pension Plans” (ASU No. 2010-25): Issued by the Financial Accounting Standards Board (FASB) in September 2010, ASU No. 2010-25 requires that participant loans be classified as notes receivable rather than as plan investments and be measured at unpaid principal balance plus accrued but unpaid interest rather than fair value.  The Plan retrospectively adopted the new accounting in 2010.

 

Subsequent Events — Management has evaluated subsequent events through the date the financial statements were issued, and no events have occurred that require consideration as adjustments to or disclosures in the financial statements.

 

3.                      TAX STATUS

 

The Internal Revenue Service has determined and informed the Company by a letter dated April 5, 2006, that the Plan and related trust were designed in accordance with the applicable regulations of the IRC. The Plan has been amended since receiving the determination letter; however, the Company and Plan management believe that the Plan is currently designed and operated in compliance with the applicable requirements of the IRC and that the Plan and related trust continue to be tax-exempt. Therefore, no provision for income taxes has been included in the Plan’s financial statements.

 

4.                      PARTICIPANT LOANS

 

The Plan permits participants to borrow against the balances in their individual accounts within. A participant is limited to borrowing a maximum of 50% of the value of his/her account balance or $50,000, whichever is less. The minimum amount that can be borrowed is $1,000, and the fee charged for processing a loan is paid by the participant who takes out the loan. Participants may have one loan outstanding. If a participant defaults on a loan, it becomes a deemed distribution from the Plan to the participant. Primary residence loans are amortized over a maximum repayment period of 15 years, and other loans have a maximum repayment period of five years. All loans bear interest at 1% above the prime rate, as published in The Wall Street Journal, at the time the loan is made. As of both December 31, 2010 and 2009, interest rates on loans ranged from 4.25% to 9.25%, and, as of December 31, 2010, had maturity dates through January 2025. The Plan’s participant loans, carried at outstanding loan balances plus accrued interest, are presented as Notes receivable from participants on the statements of net assets available for benefits.

 

5.                      INVESTMENTS IN THE MASTER TRUST (DOLLARS IN THOUSANDS)

 

The Plan’s investments are held in a trust account at T. Rowe Price, the trustee of the Plan (the Trustee), and consist of an interest in the Master Trust. Use of the Master Trust permits the commingling of the trust assets of two or more similar employee benefit plans sponsored by Sempra Energy for investment and administrative purposes. The Plan’s interest in the investments of the Master Trust is based on the individual Plan participants’ investment balances. Investment income is allocated on a daily basis through a valuation performed by the Trustee. Expenses relating to the Master Trust are allocated to the individual funds based upon each participant’s pro rata share, per-share calculation, or by transaction in a specific fund. At both December 31, 2010 and 2009, the Plan had less than a 1% interest in the investments of the Master Trust.

 

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The investments available for benefits of the Master Trust at December 31, 2010 and 2009, are summarized as follows:

 

 

 

2010

 

2009

 

 

 

 

 

 

 

At fair value:

 

 

 

 

 

Sempra Energy common stock

 

$

847,079

 

$

919,478

 

Money market fund

 

66,251

 

65,718

 

Mutual funds:

 

 

 

 

 

Domestic stock funds

 

505,853

 

420,161

 

Balanced funds

 

374,180

 

301,936

 

Bond funds

 

104,014

 

92,099

 

Other

 

13,288

 

11,939

 

At estimated fair value — stable value funds

 

118,371

 

113,532

 

At estimated fair value — common/collective trust

 

85,088

 

79,985

 

 

 

 

 

 

 

Investments available for benefits

 

$

2,114,124

 

$

2,004,848

 

 

Net appreciation (depreciation) of investments and dividend income for the Master Trust for the year ended December 31, 2010, are as follows:

 

Net appreciation (depreciation) of investments at fair value:

 

 

 

Sempra Energy common stock

 

$

(57,831

)

Mutual funds

 

118,612

 

Net appreciation of investments at estimated fair value

 

6,841

 

 

 

 

 

Net appreciation of investments

 

$

67,622

 

 

 

 

 

Dividend income

 

$

50,145

 

 

The following investments held by the Plan through the Master Trust represent 5% or more of the Plan’s assets at December 31, 2010 and 2009:

 

 

 

2010

 

2009

 

 

 

 

 

 

 

Sempra Energy Common Stock

 

$

842

 

$

877

 

T. Rowe Price Stable Value Fund

 

604

 

475

 

Retirement 2040 Fund

 

198

 

107

*

T. Rowe Price Small-Cap Stock Fund

 

174

 

119

*

T. Rowe Price Growth Stock Fund

 

173

 

132

*

 


*       This investment does not represent 5% or more of the Plan’s assets at December 31, 2009, but is shown for comparative purposes.

 

The Plan, through the Master Trust, invests in various securities. Investment securities, in general, are exposed to various risks, such as interest rate, credit, and overall market volatility. Due to the level of risk associated with investment securities, it is reasonably possible that changes in the values of certain investment securities will occur in the near term and that such changes could materially affect the amounts reported in the statements of net assets available for Plan benefits.

 

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Table of Contents

 

6.                      NONPARTICIPANT DIRECTED INVESTMENTS

 

The Company’s nonelective matching contributions to the Plan are invested solely in Sempra Energy common stock. These contributions are classified as nonparticipant directed investments, despite the employee’s ability to subsequently transfer them into other investments. The investment of Employer discretionary incentive contributions follows participant direction. Information about the Sempra Energy common stock investments held by the Plan through the Master Trust, and the significant components of the changes therein, are as follows for the year ended December 31, 2010:

 

Nonparticipant directed assets — Sempra Energy common stock in the Master Trust as of December 31, 2009

 

$

657,296

 

 

 

 

 

Changes in assets:

 

 

 

Contributions

 

146,603

 

Net depreciation, net of dividend income

 

(18,190

)

Distributions to participants or their beneficiaries

 

(72,322

)

Transfers to participant directed investments

 

(30,081

)

 

 

 

 

Total change in assets

 

26,010

 

 

 

 

 

Nonparticipant directed assets — Sempra Energy common stock in the Master Trust as of December 31, 2010

 

$

683,306

 

 

7.                      FAIR VALUE MEASUREMENTS (DOLLARS IN THOUSANDS)

 

In accordance with current GAAP, the Plan and Master Trust classify their investments based on a fair value hierarchy that prioritizes the inputs used to measure fair value, as follows:

 

·                  Level 1, which refers to securities valued using quoted prices from active markets for identical assets;

 

·                  Level 2, which refers to securities not traded on an active market but for which observable market inputs are readily available; and

 

·                  Level 3, which refers to securities valued based on significant unobservable inputs.

 

Investments are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.

 

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Table of Contents

 

The following table sets forth by level within the fair value hierarchy a summary of the Master Trust’s investments measured at fair value or estimated fair value on a recurring basis at December 31, 2010 and 2009, by major category of debt and equity securities determined by the nature and risk of the investment:

 

 

 

Master Trust Fair Value Measurements

 

 

 

at December 31, 2010

 

 

 

Level 1

 

Level 2

 

Level 3

 

Total

 

 

 

 

 

 

 

 

 

 

 

Sempra Energy common stock

 

$

847,079

 

$

 

$

 

$

847,079

 

 

 

 

 

 

 

 

 

 

 

Money market fund

 

66,251

 

 

 

66,251

 

 

 

 

 

 

 

 

 

 

 

Mutual funds:

 

 

 

 

 

 

 

 

 

Domestic stock funds

 

505,853

 

 

 

505,853

 

Balanced funds

 

374,180

 

 

 

374,180

 

Bond funds

 

104,014

 

 

 

104,014

 

Other

 

13,288

 

 

 

13,288

 

 

 

 

 

 

 

 

 

 

 

Total mutual funds

 

997,335

 

 

 

997,335

 

 

 

 

 

 

 

 

 

 

 

Stable value fund

 

 

118,371

 

 

118,371

 

 

 

 

 

 

 

 

 

 

 

Common/collective trust

 

 

85,088

 

 

85,088

 

 

 

 

 

 

 

 

 

 

 

Total investments at fair value

 

$

1,910,665

 

$

203,459

 

$

 

$

2,114,124

 

 

 

 

Master Trust Fair Value Measurements

 

 

 

at December 31, 2009

 

 

 

Level 1

 

Level 2

 

Level 3

 

Total

 

 

 

 

 

 

 

 

 

 

 

Sempra Energy common stock

 

$

919,478

 

$

 

$

 

$

919,478

 

 

 

 

 

 

 

 

 

 

 

Money market fund

 

65,718

 

 

 

65,718

 

 

 

 

 

 

 

 

 

 

 

Mutual funds:

 

 

 

 

 

 

 

 

 

Domestic stock funds

 

420,161

 

 

 

420,161

 

Balanced funds

 

301,936

 

 

 

301,936

 

Bond funds

 

92,099

 

 

 

92,099

 

Other

 

11,939

 

 

 

11,939

 

 

 

 

 

 

 

 

 

 

 

Total mutual funds

 

826,135

 

 

 

826,135

 

 

 

 

 

 

 

 

 

 

 

Stable value funds

 

 

113,532

 

 

113,532

 

 

 

 

 

 

 

 

 

 

 

Common/collective trust

 

 

79,985

 

 

79,985

 

 

 

 

 

 

 

 

 

 

 

Total investments at fair value

 

$

1,811,331

 

$

193,517

 

$

 

$

2,004,848

 

 

There were no transfers into or out of Level 1, Level 2 or Level 3 for the Plan or Master Trust during the periods presented.

 

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Table of Contents

 

The following descriptions of the valuation methods and assumptions used by the Plan to estimate the fair values of investments apply to investments held directly by the Plan and those held as underlying investments of the Master Trust:

 

Common Stocks — Common stocks are valued using quoted prices listed on nationally recognized securities exchanges (Level 1 inputs).

 

Money Market and Mutual Funds — The fair values of mutual fund investments are determined by obtaining quoted prices on nationally recognized securities exchanges (Level 1 inputs).

 

Stable Value Funds — The fair values of participation units in stable value collective trusts are based upon the net asset values (NAVs) of such fund, after adjustments to reflect all fund investments at fair value, including direct and indirect interests in fully benefit-responsive contracts, as reported in the audited financial statements of the fund (Level 2 inputs) (see Note 8).

 

Common Collective Trusts — The fair values of participation units held in collective trusts, other than stable value funds, are based on the NAVs reported by the trust managers as of the financial statement dates, which may reflect recent transaction prices (Level 2 inputs). The investment objectives and underlying investments of the collective trusts vary, with some holding diversified portfolios of domestic or international stocks and open-ended mutual funds, some holding securities of U.S. companies in a particular industry sector, some holding short-term and/or medium-term corporate, government and government agency bonds, and others holding a blend of various domestic stocks, bonds and mutual funds. Each collective trust provides for daily redemptions by the Plan at reported NAVs per share, with no advance notice requirement (see Note 9).

 

The methods described are intended to produce a fair value calculation that is indicative of net realizable value or reflective of future fair values. However, while the Plan believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.

 

8.                      STABLE VALUE FUNDS

 

Through the Master Trust, the Plan invests in the T. Rowe Price Stable Value Common Trust Fund (the Fund) sponsored by T. Rowe Price Group, Inc. The Fund invests primarily in conventional guaranteed investment contracts and synthetic investment contracts issued by life insurance companies, banks, and other financial institutions, with the objective of providing a high level of return that is consistent with also providing stability of investment return, preservation of capital, and liquidity to pay Plan benefits of its retirement plan investors.

 

The beneficial interest of each participant is represented by units. Units are issued and redeemed daily at the Fund’s constant NAV. Distribution to the Fund’s unit holders is declared daily from the net investment income and automatically reinvested in the Fund on a monthly basis, when paid. It is the policy of the Fund to use its best efforts to maintain the stable NAV per unit, although there is no guarantee that the Fund will be able to maintain this value.

 

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Table of Contents

 

Participants ordinarily may direct the withdrawal or transfer of all or a portion of their investment at contract value. Contract value represents contributions made to the Fund, plus earnings, less participant withdrawals and administrative expenses. The Fund imposes certain restrictions on the Plan, and the Fund itself may be subject to circumstances that impact its ability to transact at contract value. Plan management believes that the occurrence of events that would cause the Funds to transact at less than contract value is not probable.

 

The average yields of the Fund for the years ended December 31, were as follows:

 

 

 

2010

 

2009

 

 

 

 

 

 

 

Based on annualized earnings (1)

 

3.65%

 

4.23%

 

Based on interest rate credited to participants (2)

 

4.10%

 

4.26%

 

 


(1) Computed by dividing the annualized one-day actual earnings of the contract on the last day of the Plan year by the fair value of the investments on the same date.

(2) Computed by dividing the annualized one-day earnings credited to participants on the last day of the Plan year by the fair value of the investments on the same date.

 

9.                      NET ASSET VALUE PER SHARE (DOLLARS IN THOUSANDS)

 

The following table sets forth a summary of the investments held by the Plan through the Master Trust with a reported NAV:

 

 

 

Fair Value Estimated Using Net Asset Value per Share

 

 

 

at December 31, 2010

 

 

 

 

 

 

 

 

 

Other

 

Redemption

 

 

 

 

 

Unfunded

 

Redemption

 

Redemption

 

Notice

 

Investment

 

Fair Value

 

Commitment

 

Frequency

 

Restrictions

 

Period

 

 

 

 

 

 

 

 

 

 

 

 

 

T. Rowe Price Stable Value Fund (1)

 

$

604

 

$

 

Daily

 

None (1)

 

None (1)

 

Pyramis Select International Equity Commingled Pool Fund (2)

 

50

 

 

Daily

 

None (2)

 

None

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

$

654

 

$

 

 

 

 

 

 

 

 

 

 

Fair Value Estimated Using Net Asset Value per Share

 

 

 

at December 31, 2009

 

 

 

 

 

 

 

 

 

Other

 

Redemption

 

 

 

 

 

Unfunded

 

Redemption

 

Redemption

 

Notice

 

Investment

 

Fair Value

 

Commitment

 

Frequency

 

Restrictions

 

Period

 

 

 

 

 

 

 

 

 

 

 

 

 

T. Rowe Price Stable Value Fund (1)

 

$

475

 

$

 

Daily

 

None (1)

 

None (1)

 

Pyramis Select International Equity Commingled Pool Fund (2)

 

96

 

 

Daily

 

None (2)

 

None

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

$

571

 

$

 

 

 

 

 

 

 

 

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Table of Contents

 

 

 

 

 

(1)   The Fund strategies seek to maximize current income while maintaining invested principal. The Plan is required to give notice one day in advance of a partial or total liquidation of the investment for any purpose other than for benefit payments, making participant loans, participant-directed investment transfers and payment of administrative fees. The Plan administrator is also required to give a 30-day notice of the liquidation of the Fund due to the termination of the Master Trust.

 

(2)   The pool strategies seek long-term growth of capital primarily through investment in foreign securities. There is a 1% redemption fee for units held less than 30 days.

 

* * * * * *

 

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Table of Contents

 

SUPPLEMENTAL SCHEDULE

 

14



Table of Contents

 

MESQUITE POWER LLC SAVINGS PLAN

 

FORM 5500, SCHEDULE H, PART IV, LINE 4i — SCHEDULE OF ASSETS (HELD AT END OF YEAR)

AS OF DECEMBER 31, 2010

 

 

 

 

 

(c)

 

 

 

 

 

 

 

 

 

Description of Investment

 

 

 

 

 

 

 

(b)

 

Including Maturity Date,

 

 

 

(e)

 

 

 

Identity of Issuer, Borrower,

 

Rate of Interest, and

 

(d)

 

Current

 

(a)

 

Lessor, or Similar Party

 

Collateral

 

Cost

 

Value

 

 

 

 

 

 

 

 

 

 

 

*

 

Participant loans

 

Interest rates from 4.25% to 9.25%; maturities from March 2012 through January 2025

 

**

 

$

77,917

 

 

 

 

 

 

*

 

Party-in-interest to the Plan.

**

 

Cost not required to be presented for participant directed investments.

 

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Table of Contents

 

Mobile Gas Service Corporation Employee Savings Plan

 

Financial Statements as of December 31, 2010 and 2009, and for the Year Ended December 31, 2010, Supplemental Schedule as of December 31, 2010, and Report of Independent Registered Public Accounting Firm

 



Table of Contents

 

MOBILE GAS SERVICE CORPORATION EMPLOYEE SAVINGS PLAN

 

TABLE OF CONTENTS

 

 

 

Page

 

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

1

 

 

 

FINANCIAL STATEMENTS:

 

 

 

 

 

Statements of Net Assets Available for Benefits as of December 31, 2010 and 2009

 

2

 

 

 

Statement of Changes in Net Assets Available for Benefits for the Year Ended December 31, 2010

 

3

 

 

 

Notes to Financial Statements

 

4–14

 

 

 

SUPPLEMENTAL SCHEDULE AS OF DECEMBER 31, 2010:

 

 

 

 

 

Form 5500, Schedule H, Part IV, Line 4i — Schedule of Assets (Held at End of Year)

 

16

 

NOTE:

Other schedules required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 are omitted because of the absence of conditions under which they are required or they are filed by the trustee of the Master Trust in which the Plan participates.

 



Table of Contents

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Trustees and Participants of the

Mobile Gas Service Corporation Employee Savings Plan

San Diego, California

 

We have audited the accompanying statements of net assets available for benefits of the Mobile Gas Service Corporation Employee Savings Plan (the “Plan”) as of December 31, 2010 and 2009, and the related statement of changes in net assets available for benefits for the year ended December 31, 2010. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

 

We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

 

In our opinion, such financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2010 and 2009, and the changes in net assets available for benefits for the year ended December 31, 2010 in conformity with accounting principles generally accepted in the United States of America.

 

As discussed in Note 2 to the financial statements, the Plan retrospectively adopted new accounting guidance as of December 31, 2010 relating to the financial statement presentation of loans to participants.

 

Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets (held at end of year) as of December 31, 2010, is presented for the purpose of additional analysis and is not a required part of the basic financial statements, but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This schedule is the responsibility of the Plan’s management. Such schedule has been subjected to the auditing procedures applied in our audit of the basic 2010 financial statements and, in our opinion, is fairly stated in all material respects when considered in relation to the basic financial statements taken as a whole.

 

/s/ DELOITTE & TOUCHE LLP

 

 

 

San Diego, California

 

June 29, 2011

 

 



Table of Contents

 

MOBILE GAS SERVICE CORPORATION EMPLOYEE SAVINGS PLAN

 

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS

AS OF DECEMBER 31, 2010 AND 2009

 

 

 

2010

 

2009

 

 

 

 

 

 

 

INVESTMENT — Investment in Sempra Energy Savings Master Trust

 

$

15,518,233

 

$

15,110,987

 

 

 

 

 

 

 

RECEIVABLES:

 

 

 

 

 

Notes receivable from participants

 

565,706

 

456,189

 

Employee contributions

 

24,208

 

23,803

 

Employer contributions

 

7,108

 

7,603

 

Dividends

 

6,531

 

4,286

 

 

 

 

 

 

 

Total receivables

 

603,553

 

491,881

 

 

 

 

 

 

 

NET ASSETS AVAILABLE FOR BENEFITS

 

$

16,121,786

 

$

15,602,868

 

 

See notes to financial statements.

 

2



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MOBILE GAS SERVICE CORPORATION EMPLOYEE SAVINGS PLAN

 

STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

FOR THE YEAR ENDED DECEMBER 31, 2010

 

ADDITIONS:

 

 

 

Net investment income — Plan interest in Sempra Energy Savings Master Trust investment income

 

$

1,235,977

 

 

 

 

 

Contributions:

 

 

 

Employer

 

196,316

 

Participating employees

 

491,363

 

 

 

 

 

Total contributions

 

687,679

 

 

 

 

 

Interest income on notes receivable from participants

 

28,142

 

 

 

 

 

Total additions

 

1,951,798

 

 

 

 

 

DEDUCTIONS — Distributions to participants or their beneficiaries

 

1,432,880

 

 

 

 

 

INCREASE IN NET ASSETS

 

518,918

 

 

 

 

 

NET ASSETS AVAILABLE FOR BENEFITS:

 

 

 

Beginning of year

 

15,602,868

 

 

 

 

 

End of year

 

$

16,121,786

 

 

See notes to financial statements.

 

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Table of Contents

 

MOBILE GAS SERVICE CORPORATION EMPLOYEE SAVINGS PLAN

 

NOTES TO FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2010 AND 2009, AND FOR THE YEAR ENDED DECEMBER 31, 2010

 

1.                      PLAN DESCRIPTION AND RELATED INFORMATION

 

The following description of the Mobile Gas Service Corporation Employee Savings Plan (the Plan) is provided for general information purposes only. Participants should refer to the Plan document for a more complete description of the Plan’s provisions.

 

General — The Plan is a defined contribution plan that provides nonrepresented employees of Mobile Gas Service Corporation (the Company or Employer) with retirement benefits. Employees may participate immediately in the Plan and, after one year in which they complete 1,000 hours of service, receive an Employer matching contribution. Employees may make regular savings investments in common stock of Sempra Energy, the parent company of the Employer, and other optional investments permitted by the Plan. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA).

 

Employees transfer between the Company and related entities for various reasons, resulting in the transfer of participant assets from one plan to another.

 

Contributions — Contributions to the Plan can be made under the following provisions:

 

Participating Employee Contributions — Under the terms of the Plan, participants may contribute up to 50% of eligible pay on a pretax basis. The Internal Revenue Code (IRC) limited total individual pretax contributions to $16,500 for 2010. Catch-up contributions are permitted for participants of at least 50 years of age. The catch-up provision provides these participants the opportunity to contribute an additional $5,500 on a pretax basis for 2010. The Plan allows for automatic enrollment of newly hired employees who either do not elect a specific deferral percentage or do not opt out of the Plan. The automatic deferral is an amount equal to 3% of eligible pay, and the default investment vehicle for 2010 is a T. Rowe Price Retirement Fund option based on the assumption that the employee will retire at age 65. The initial automatic deferral amount of 3% of eligible pay increases every May by 1% up to a maximum of 6%. Employees hired after January 1, 2010, have the option to opt out and employees hired prior to that date have the option to opt in.

 

Employer Nonelective Matching Contributions — The Company makes contributions to the Plan of 100% of the participant’s contributions, up to 1% of eligible pay, plus 50% of the participant’s contributions from 1% to 6% of eligible pay, each pay period. The Company’s matching contributions are invested in Sempra Energy common stock. Employer contributions are funded in part from the Sempra Energy Employee Stock Ownership Plan and Trust.

 

Discretionary Incentive Contribution — If established performance goals and targets of the Company are met in accordance with the terms of the incentive guidelines established each year, the Company will make an additional incentive contribution of up to 1% of the participant’s eligible pay. No incentive contributions were made for 2010.

 

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Participant Accounts — A separate account is established and maintained in the name of each participant and reflects the participant’s contributions, the Employer’s nonelective matching and discretionary incentive contributions, and the earnings and losses attributed to each investment fund, less administrative expenses. Participants are allocated a share of each fund’s investment earnings net of investment fees on a daily basis, based upon their account balance as a percentage of the total fund balance. Investment expenses, except those for a specific transaction, are allocated quarterly to individual funds based on either fund balance or a participant’s pro rata share, as defined in the Plan document.

 

Participants are allowed to redirect up to 100% of the shares in the Employer matching account into any of the Plan’s designated investments.

 

Vesting — All participant accounts are fully vested and nonforfeitable at all times.

 

Investment Options — All investments are held by the Sempra Energy Savings Master Trust (the Master Trust) (see Note 5). Employees elect to have their contributions invested in increments of 1% in Sempra Energy common stock or specific mutual funds offered by T. Rowe Price, Fidelity Investment Managers, and the Vanguard Group.

 

Payment of Dividends — Participants may elect at any time to either receive distributions of cash dividends on the shares of Sempra Energy common stock held in their account or to reinvest those dividends in Sempra Energy common stock. Former employees that elect to leave their account balance in the Plan and receive cash dividends from Sempra Energy common stock in their account will receive such dividends in cash or have them reinvested in Sempra Energy common stock, based on their election on the date of termination of employment with the Company, retirement or permanent disability.

 

Payment of Benefits — Upon termination of employment with the Company, retirement or permanent disability, participants or the named beneficiary(ies) (in the event of death) with an account balance greater than $5,000 are given the options to have their vested account balance remain in the Plan, roll the entire amount to another qualified retirement plan or individual retirement account, or receive their vested account balance in a single lump-sum payment in cash, or Sempra Energy common stock for any portion of their account held in Sempra Energy common stock. The accounts of terminated participants with account balances from $1,000 to $5,000 that do not elect a lump-sum payment or a rollover to a qualified retirement plan or individual retirement account will be automatically rolled into an individual retirement account with T. Rowe Price. Terminated participants with account balances less than $1,000 automatically receive a lump-sum cash payment.

 

Plan Termination — Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions and to terminate the Plan at any time, subject to the provisions of ERISA. In the event of termination, the net assets of the Plan will be distributed to the participants.

 

Related-Party Transactions — Certain Plan investments, held through the Master Trust, are shares of mutual funds managed by T. Rowe Price, the Plan’s recordkeeper; therefore, these transactions qualify as exempt party-in-interest transactions.

 

Certain administrative functions of the Plan are performed by officers or employees of Sempra Energy. No such officer or employee receives compensation from the Plan. Certain administrative expenses are paid directly by the Company, such as legal and accounting fees. All investment expenses are paid by the participants, including recordkeeping, trustee, loan, redemption and investment management fees. There were no fees paid by the Plan to the recordkeeper for administrative services for the year ended December 31, 2010.

 

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At December 31, 2010 and 2009, the Plan held, through the Master Trust, 16,762 and 10,989 shares of common stock of Sempra Energy, the sponsoring employer, and recorded dividend income of $23,091 during the year ended December 31, 2010.

 

2.                      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Accounting — The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP).

 

Use of Estimates — The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of net assets and disclosures at the date of the financial statements and the reported changes in net assets during the reporting period. Actual results could differ from those estimates.

 

Risks and Uncertainties — The Plan invests in the Master Trust, which utilizes various investment instruments, including common stock, mutual funds, and a stable value fund. Investment securities, in general, are exposed to various risks, such as interest rate risk, credit risk, and overall market volatility. Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect the amounts reported in the financial statements.

 

Investment Valuation and Income Recognition — The fair value of the Plan’s interest in the Master Trust is based on the beginning of year value of the Plan’s interest in the Master Trust, plus actual contributions and allocated investment income, less actual distributions and allocated administrative expense, plus or minus changes in unrealized gains and losses.

 

The Master Trust’s investments are stated at fair value. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). See Note 7 for discussion of fair value measurements.

 

Purchases and sales of securities are recorded on the trade date. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date.

 

Benefit Payments — Benefits are recorded when paid. Amounts allocated to accounts of persons who have elected to withdraw from the Plan but have not yet been paid were $6,266 and $775 at December 31, 2010 and 2009, respectively.

 

Adoption of New Accounting Pronouncements — The accounting standards described below that were adopted in 2010 affected certain note disclosures, the statements of net assets available for benefits and the statement of changes in net assets available for benefits.

 

Accounting Standards Update (ASU) No. 2010-06, “Improving Disclosures about Fair Value Measurements” (ASU No. 2010-06): ASU No. 2010-6 amends Accounting Standards Codification (ASC) 820 and requires additional fair value measurement disclosures, including transfers into and out of Levels 1 and 2; separate disclosures of purchases, sales, issuances, and settlements relating to Level 3 measurements; and valuation techniques and inputs used for Level 2 and Level 3 instruments. ASU No. 2010-06 is effective for the Plan in 2010, except for the requirement to provide Level 3 activity of purchases, sales, issuances, and settlements on a gross basis, which is effective for fiscal years beginning after December 15, 2010. The adoption of ASU No. 2010-06 did not and is not expected to have a material effect on the Plan’s financial statements or disclosures.

 

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ASU No. 2010-25, “Reporting Loans to Participants by Defined Contribution Pension Plans” (ASU No. 2010-25): Issued by the Financial Accounting Standards Board (FASB) in September 2010, ASU No. 2010-25 requires that participant loans be classified as notes receivable rather than as plan investments and be measured at unpaid principal balance plus accrued but unpaid interest rather than fair value.  The Plan retrospectively adopted the new accounting in 2010.

 

Subsequent Events — Management has evaluated subsequent events through the date the financial statements were issued (see Note 10).

 

3.                      TAX STATUS

 

In April 2010, the Company requested from the IRS a determination letter stating that the Plan with an effective date of January 1, 2009, as designed, is in compliance with the applicable requirements of the IRC. The Company and Plan management believe that the Plan is currently designed and operated in compliance with the applicable requirements of the IRC and that the Plan and related trust continue to be tax-exempt. Therefore, no provision for income taxes has been included in the Plan’s financial statements.

 

4.                      PARTICIPANT LOANS

 

The Plan permits participants to borrow against the balances in their individual accounts. A participant is limited to borrowing a maximum of 50% of the value of his/her account balance or $50,000, whichever is less. The minimum amount that can be borrowed is $1,000, and the fee charged for processing a loan is paid by the participant who takes out the loan. If a participant defaults on a loan, it becomes a deemed distribution from the Plan to the participant. Participants may have one loan outstanding. Primary residence loans are amortized over a maximum repayment period of 15 years, and other loans have a maximum repayment period of five years. All loans bear interest at 1% above the prime rate, as published in The Wall Street Journal, at the time the loan is made. As of both December 31, 2010 and 2009, interest rates on loans ranged from 4.25% to 9.25%, and as of December 31, 2010, had maturity dates through April 2023. The Plan’s participant loans,  carried at outstanding loan balances plus accrued interest, are presented as Notes receivable from participants on the statements of net assets available for benefits.

 

5.                      INVESTMENTS IN THE MASTER TRUST (DOLLARS IN THOUSANDS)

 

The Plan’s investments are held in a trust account at T. Rowe Price, the trustee of the Plan (the Trustee), and consist of an interest in the Master Trust. Use of the Master Trust permits the commingling of the trust assets of two or more similar employee benefit plans sponsored by Sempra Energy for investment and administrative purposes. The Plan’s interest in the investments of the Master Trust is based on the individual Plan participants’ investment balances. Investment income is allocated on a daily basis through a valuation performed by the Trustee. Expenses relating to the Master Trust are allocated to the individual funds based upon each participant’s pro rata share, per-share calculation, or by transaction in a specific fund. As of both December 31, 2010 and 2009, the Plan had less than a 1% interest in the investments of the Master Trust.

 

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The investments available for benefits of the Master Trust at December 31, 2010 and 2009 are summarized as follows:

 

 

 

2010

 

2009

 

 

 

 

 

 

 

At fair value:

 

 

 

 

 

Sempra Energy common stock

 

$

847,079

 

$

919,478

 

Money market fund

 

66,251

 

65,718

 

Mutual funds:

 

 

 

 

 

Domestic stock funds

 

505,853

 

420,161

 

Balanced funds

 

374,180

 

301,936

 

Bond funds

 

104,014

 

92,099

 

Other

 

13,288

 

11,939

 

At estimated fair value — stable value funds

 

118,371

 

113,532

 

At estimated fair value — common/collective trust

 

85,088

 

79,985

 

 

 

 

 

 

 

Investments available for benefits

 

$

2,114,124

 

$

2,004,848

 

 

Net appreciation (depreciation) of investments and dividend income for the Master Trust for the year ended December 31, 2010, are as follows:

 

Net appreciation (depreciation) of investments at fair value:

 

 

 

Sempra Energy common stock

 

$

(57,831

)

Mutual funds

 

118,612

 

Net appreciation of investments at estimated fair value

 

6,841

 

 

 

 

 

Net appreciation of investments

 

$

67,622

 

 

 

 

 

Dividend income

 

$

50,145

 

 

The following investments held by the Plan through the Master Trust represent 5% or more of the Plan’s assets at December 31, 2010 and 2009:

 

 

 

2010

 

2009

 

 

 

 

 

 

 

Summit Cash Reserve Fund

 

$

4,348

 

$

5,332

 

Retirement 2025 Fund

 

2,340

 

1,945

 

Retirement 2030 Fund

 

1,322

 

895

 

Retirement 2015 Fund

 

1,460

 

1,183

 

Retirement 2020 Fund

 

1,171

 

937

 

Sempra Energy Common Stock

 

880

 

615

*

Retirement 2010 Fund

 

417

**

792

 

 

 

 

 

 

*  This investment does not represent 5% or more of the Plan’s assets at December 31, 2009, but is shown for comparative purposes.

 

** This investment does not represent 5% or more of the Plan’s assets at December 31, 2010, but is shown for comparative purposes.

 

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The Plan, through the Master Trust, invests in various securities. Investment securities, in general, are exposed to various risks, such as interest rate, credit, and overall market volatility. Due to the level of risk associated with investment securities, it is reasonably possible that changes in the values of certain investment securities will occur in the near term and that such changes could materially affect the amounts reported in the statements of net assets available for Plan benefits.

 

6.                      NONPARTICIPANT DIRECTED INVESTMENTS

 

The Company’s nonelective matching contributions to the Plan are invested solely in Sempra Energy common stock. These contributions are classified as nonparticipant directed investments despite the employee’s ability to subsequently transfer them into other investments. The investment of Employer discretionary incentive contributions follows participant direction. Information about the Sempra Energy common stock investments held by the Plan through the Master Trust, and the significant components of the changes therein, are as follows as of and for the year ended December 31, 2010:

 

Nonparticipant directed investments — Sempra Energy common stock in the Master Trust as of December 31, 2009

 

$

587,383

 

 

 

 

 

Changes in assets:

 

 

 

Contributions

 

196,811

 

Net depreciation, net of dividend income

 

(3,903

)

Distributions to participants or their beneficiaries

 

(26,558

)

Transfers from participant directed investments

 

103,898

 

 

 

 

 

Total change in assets

 

270,248

 

 

 

 

 

Nonparticipant directed investments — Sempra Energy common stock in the Master Trust as of December 31, 2010

 

$

857,631

 

 

7.                      FAIR VALUE MEASUREMENTS (DOLLARS IN THOUSANDS)

 

In accordance with current GAAP, the Plan and Master Trust classify their investments based on a fair value hierarchy that prioritizes the inputs used to measure fair value, as follows:

 

·                  Level 1, which refers to securities valued using quoted prices from active markets for identical assets;

 

·                  Level 2, which refers to securities not traded on an active market but for which observable market inputs are readily available; and

 

·                  Level 3, which refers to securities valued based on significant unobservable inputs.

 

Investments are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.

 

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Table of Contents

 

The following table sets forth by level within the fair value hierarchy a summary of the Master Trust’s investments measured at fair value or estimated fair value on a recurring basis at December 31, 2010 and 2009, by major category of debt and equity securities determined by the nature and risk of the investments:

 

 

 

Master Trust Fair Value Measurements

 

 

 

at December 31, 2010

 

 

 

Level 1

 

Level 2

 

Level 3

 

Total

 

 

 

 

 

 

 

 

 

 

 

Sempra Energy common stock

 

$

847,079

 

$

 

$

 

$

847,079

 

 

 

 

 

 

 

 

 

 

 

Money market fund

 

66,251

 

 

 

66,251

 

 

 

 

 

 

 

 

 

 

 

Mutual funds:

 

 

 

 

 

 

 

 

 

Domestic stock funds

 

505,853

 

 

 

505,853

 

Balanced funds

 

374,180

 

 

 

374,180

 

Bond funds

 

104,014

 

 

 

104,014

 

Other

 

13,288

 

 

 

13,288

 

 

 

 

 

 

 

 

 

 

 

Total mutual funds

 

997,335

 

 

 

997,335

 

 

 

 

 

 

 

 

 

 

 

Stable value fund

 

 

118,371

 

 

118,371

 

 

 

 

 

 

 

 

 

 

 

Common/collective trust

 

 

85,088

 

 

85,088

 

 

 

 

 

 

 

 

 

 

 

Total investments at fair value

 

$

1,910,665

 

$

203,459

 

$

 

$

2,114,124

 

 

 

 

Master Trust Fair Value Measurements

 

 

 

at December 31, 2009

 

 

 

Level 1

 

Level 2

 

Level 3

 

Total

 

 

 

 

 

 

 

 

 

 

 

Sempra Energy common stock

 

$

919,478

 

$

 

$

 

$

919,478

 

 

 

 

 

 

 

 

 

 

 

Money market fund

 

65,718

 

 

 

65,718

 

 

 

 

 

 

 

 

 

 

 

Mutual funds:

 

 

 

 

 

 

 

 

 

Domestic stock funds

 

420,161

 

 

 

420,161

 

Balanced funds

 

301,936

 

 

 

301,936

 

Bond funds

 

92,099

 

 

 

92,099

 

Other

 

11,939

 

 

 

11,939

 

 

 

 

 

 

 

 

 

 

 

Total mutual funds

 

826,135

 

 

 

826,135

 

 

 

 

 

 

 

 

 

 

 

Stable value funds

 

 

113,532

 

 

113,532

 

 

 

 

 

 

 

 

 

 

 

Common/collective trust

 

 

79,985

 

 

79,985

 

 

 

 

 

 

 

 

 

 

 

Total investments at fair value

 

$

1,811,331

 

$

193,517

 

$

 

$

2,004,848

 

 

There were no transfers into or out of Level 1, Level 2 or Level 3 for the Plan or Master Trust during the periods presented.

 

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Table of Contents

 

The following descriptions of the valuation methods and assumptions used by the Plan to estimate the fair values of investments apply to investments held directly by the Plan and those held as underlying investments of the Master Trust:

 

Common Stocks  Common stocks are valued using quoted prices listed on nationally recognized securities exchanges (Level 1 inputs).

 

Money Market and Mutual Funds  The fair values of mutual fund investments are determined by obtaining quoted prices on nationally recognized securities exchanges (Level 1 inputs).

 

Stable Value Funds  The fair values of participation units in stable value collective trusts are based upon the net asset values (NAVs) of such fund, after adjustments to reflect all fund investments at fair value, including direct and indirect interests in fully benefit-responsive contracts, as reported in the audited financial statements of the fund (Level 2 inputs) (see Note 8).

 

Common Collective Trusts  The fair values of participation units held in collective trusts, other than stable value funds, are based on the NAVs reported by the trust managers as of the financial statement dates, which may reflect recent transaction prices (Level 2 inputs). The investment objectives and underlying investments of the collective trusts vary, with some holding diversified portfolios of domestic or international stocks and open-ended mutual funds, some holding securities of U.S. companies in a particular industry sector, some holding short-term and/or medium-term corporate, government and government agency bonds, and others holding a blend of various domestic stocks, bonds and mutual funds. Each collective trust provides for daily redemptions by the Plan at reported NAVs per share, with no advance notice requirement (see Note 9).

 

The methods described are intended to produce a fair value calculation that is indicative of net realizable value or reflective of future fair values. However, while the Plan believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.

 

8.                      STABLE VALUE FUNDS

 

Through the Master Trust, the Plan invests in the T. Rowe Price Stable Value Common Trust Fund (T. Rowe Price Stable Value Fund) and the Federated Capital Preservation Fund (collectively, the Funds), which are sponsored by T. Rowe Price Group, Inc. and Federated Investors, Inc., respectively. The Funds invest primarily in conventional guaranteed investment contracts and synthetic investment contracts issued by life insurance companies, banks, and other financial institutions, with the objective of providing a high level of return that is consistent with also providing stability of investment return, preservation of capital, and liquidity to pay Plan benefits of its retirement plan investors.

 

The beneficial interest of each participant is represented by units. Units are issued and redeemed daily at the Funds’ constant NAV. Distribution to the Funds’ unit holders is declared daily from the net investment income and automatically reinvested in the Funds on a monthly basis, when paid. It is the policy of the Funds to use their best efforts to maintain the stable NAV per unit, although there is no guarantee that the Funds will be able to maintain this value.

 

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Participants ordinarily may direct the withdrawal or transfer of all or a portion of their investment at contract value. Contract value represents contributions made to the Funds, plus earnings, less participant withdrawals and administrative expenses. The Funds impose certain restrictions on the Plan, and the Funds themselves may be subject to circumstances that impact their ability to transact at contract value. Plan management believes that the occurrence of events that would cause the Funds to transact at less than contract value is not probable.

 

The average yields of the Funds for the years ended December 31, were as follows:

 

 

 

2010

 

 

 

Based on —

 

 

 

 

 

Interest Rate

 

 

 

Annualized

 

Credited to

 

Stable Value Fund

 

Earnings (1)

 

Participants (2)

 

 

 

 

 

 

 

T. Rowe Price Stable Value Fund

 

3.65%

 

4.10%

 

 

 

 

2009

 

 

 

Based on —

 

 

 

 

 

Interest Rate

 

 

 

Annualized

 

Credited to

 

Stable Value Fund

 

Earnings (1)

 

Participants (2)

 

 

 

 

 

 

 

T. Rowe Price Stable Value Fund

 

4.23%

 

4.26%

 

Federated Capital Preservation Fund

 

3.53%

 

3.70%

 

 

 

 

 

 

(1)          Computed by dividing the annualized one-day actual earnings of the contract on the last day of the Plan year by the fair value of the investments on the same date.

 

(2)          Computed by dividing the annualized one-day earnings credited to participants on the last day of the Plan year by the fair value of the investments on the same date.

 

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9.                      NET ASSET VALUE PER SHARE (DOLLARS IN THOUSANDS)

 

The following table sets forth a summary of the investments held by the Plan through the Master Trust with a reported NAV:

 

 

 

Fair Value Estimated Using Net Asset Value per Share

 

 

 

at December 31, 2010

 

 

 

 

 

 

 

 

 

Other

 

Redemption

 

 

 

Fair

 

Unfunded

 

Redemption

 

Redemption

 

Notice

 

Investment 

 

Value

 

Commitment

 

Frequency

 

Restrictions

 

Period

 

 

 

 

 

 

 

 

 

 

 

 

 

T. Rowe Price Stable Value Fund (1)

 

$

766

 

$

 

Annual

 

None (1)

 

None (1)

 

Pyramis Select International Equity Commingled Pool Fund (2)

 

71

 

 

Daily

 

None (2)

 

None

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

$

837

 

$

 

 

 

 

 

 

 

 

 

 

Fair Value Estimated Using Net Asset Value per Share

 

 

 

at December 31, 2009

 

 

 

 

 

 

 

 

 

Other

 

Redemption

 

 

 

Fair

 

Unfunded

 

Redemption

 

Redemption

 

Notice

 

Investment 

 

Value

 

Commitment

 

Frequency

 

Restrictions

 

Period

 

 

 

 

 

 

 

 

 

 

 

 

 

T. Rowe Price Stable Value Fund (1)

 

$

325

 

$

 

Annual

 

None (1)

 

None (1)

 

Pyramis Select International Equity Commingled Pool Fund (2)

 

58

 

 

Daily

 

None (2)

 

None

 

Federated Capital Preservation Fund (3)

 

749

 

 

(3)

 

(3)

 

(3)

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

$

1,132

 

$

 

 

 

 

 

 

 

 

 

 

 

 

(1)        The fund strategies seek to maximize current income while maintaining invested principal. The Plan is required to give notice one day in advance of a partial or total liquidation of the investment for any purpose other than for benefit payments, making participant loans, participant-directed investment transfers and payment of administrative fees. The Plan administrator is also required to give a 30-day notice of the liquidation of the fund due to the termination of the Master Trust.

 

(2)        The pool strategies seek long-term growth of capital primarily through investment in foreign securities. There is a 1% redemption fee for units held less than 30 days.

 

(3)        The fund strategies seek to maximize current income while maintaining invested principal. The Plan is required to give notice one year in advance of a partial or total liquidation of the investment for any purpose other than for the benefit payments, making participant loans, participant-directed investment transfers and payment of administrative fees. In November 2008, the Plan gave notice to Federated to liquidate its investment in the fund effective in July 2010 in order to transfer the asset to the T. Rowe Price Stable Value Fund.

 

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10.               SUBSEQUENT EVENT

 

Effective January 3, 2011, the Mobile Gas Service Corporation Bargaining Unit Employee Savings Plan (Prior Plan) was merged into the Plan.  Any portion of a participant’s balance in the Prior Plan not vested at the date of merger will vest in the Plan according to the vesting schedule of the Prior Plan.

 

* * * * * *

 

14



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SUPPLEMENTAL SCHEDULE

 

15



Table of Contents

 

MOBILE GAS SERVICE CORPORATION EMPLOYEE SAVINGS PLAN

 

FORM 5500, SCHEDULE H, PART IV, LINE 4i — SCHEDULE OF ASSETS (HELD AT END OF YEAR)

AS OF DECEMBER 31, 2010

 

 

 

 

 

(c)

 

 

 

 

 

 

 

(b)

 

Description of Investment

 

 

 

(e)

 

 

 

Identity of Issuer, Borrower,

 

Including Maturity Date,

 

(d)

 

Current

 

(a)

 

Lessor, or Similar Party

 

Rate of Interest, and Collateral

 

Cost

 

Value

 

 

 

 

 

 

 

 

 

 

 

*

 

Participant loans

 

Interest rates from 4.25% to 9.25%;

 

 

 

 

 

 

 

 

 

maturities from July 2011

 

 

 

 

 

 

 

 

 

through April 2023

 

**

 

$

565,706

 

 

 

 

 

 

*

 

Party-in-interest to the Plan.

**

 

Cost not required to be presented for participant directed investments.

 

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Table of Contents

 

Mobile Gas Service Corporation Bargaining Unit Employee Savings Plan

 

Financial Statements as of December 31, 2010 and 2009, and for the Year Ended December 31, 2010, Supplemental Schedule as of December 31, 2010, and Report of Independent Registered Public Accounting Firm

 



Table of Contents

 

MOBILE GAS SERVICE CORPORATION BARGAINING UNIT
EMPLOYEE SAVINGS PLAN

 

TABLE OF CONTENTS

 

 

Page

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

1

 

 

FINANCIAL STATEMENTS:

 

 

 

Statements of Net Assets Available for Benefits as of December 31, 2010 and 2009

2

 

 

Statement of Changes in Net Assets Available for Benefits for the Year Ended December 31, 2010

3

 

 

Notes to Financial Statements

4–14

 

 

SUPPLEMENTAL SCHEDULE AS OF DECEMBER 31, 2010:

 

 

 

Form 5500, Schedule H, Part IV, Line 4i — Schedule of Assets (Held at End of Year)

16

 

NOTE:  Other schedules required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 are omitted because of the absence of conditions under which they are required or they are filed by the trustee of the Master Trust in which the Plan participates.

 



Table of Contents

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Trustees and Participants of the

Mobile Gas Service Corporation Bargaining Unit Employee Savings Plan

San Diego, California

 

We have audited the accompanying statements of net assets available for benefits of the Mobile Gas Service Corporation Bargaining Unit Employee Savings Plan (the “Plan”) as of December 31, 2010 and 2009, and the related statement of changes in net assets available for benefits for the year ended December 31, 2010. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

 

We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

 

In our opinion, such financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2010 and 2009, and the changes in net assets available for benefits for the year ended December 31, 2010 in conformity with accounting principles generally accepted in the United States of America.

 

As discussed in Note 2 to the financial statements, the Plan retrospectively adopted new accounting guidance as of December 31, 2010 relating to the financial statement presentation of loans to participants.

 

Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets (held at end of year) as of December 31, 2010, is presented for the purpose of additional analysis and is not a required part of the basic financial statements, but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This schedule is the responsibility of the Plan’s management. Such schedule has been subjected to the auditing procedures applied in our audit of the basic 2010 financial statements and, in our opinion, is fairly stated in all material respects when considered in relation to the basic financial statements taken as a whole.

 

/s/ DELOITTE & TOUCHE LLP

 

San Diego, California

June 29, 2011

 



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MOBILE GAS SERVICE CORPORATION BARGAINING UNIT

EMPLOYEE SAVINGS PLAN

 

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS

AS OF DECEMBER 31, 2010 AND 2009

 

 

 

2010

 

2009

 

 

 

 

 

 

 

INVESTMENT — Investment in Sempra Energy Savings Master Trust

 

$

3,482,030

 

$

3,907,972

 

 

 

 

 

 

 

RECEIVABLES:

 

 

 

 

 

Notes receivable from participants

 

435,499

 

382,071

 

Employee contributions

 

9,661

 

9,469

 

Employer contributions

 

2,006

 

2,058

 

Dividends

 

1,708

 

1,019

 

 

 

 

 

 

 

Total receivables

 

448,874

 

394,617

 

 

 

 

 

 

 

NET ASSETS AVAILABLE FOR BENEFITS

 

$

3,930,904

 

$

4,302,589

 

 

See notes to financial statements.

 

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MOBILE GAS SERVICE CORPORATION BARGAINING UNIT

EMPLOYEE SAVINGS PLAN

 

STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

FOR THE YEAR ENDED DECEMBER 31, 2010

 

ADDITIONS:

 

 

 

Net investment income — Plan interest in Sempra Energy Savings Master Trust investment income

 

$

212,411

 

 

 

 

 

Contributions:

 

 

 

Employer

 

53,536

 

Participant

 

123,926

 

 

 

 

 

Total contributions

 

177,462

 

 

 

 

 

Interest income on notes receivable from participants

 

23,620

 

 

 

 

 

Total additions

 

413,493

 

 

 

 

 

DEDUCTIONS — Distributions to participants or their beneficiaries

 

785,178

 

 

 

 

 

DECREASE IN NET ASSETS

 

(371,685

)

 

 

 

 

NET ASSETS AVAILABLE FOR BENEFITS:

 

 

 

Beginning of year

 

4,302,589

 

 

 

 

 

End of year

 

$

3,930,904

 

 

See notes to financial statements.

 

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Table of Contents

 

MOBILE GAS SERVICE CORPORATION BARGAINING UNIT
EMPLOYEE SAVINGS PLAN

 

NOTES TO FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2010 AND 2009, AND FOR THE YEAR ENDED DECEMBER 31, 2010

 

1.                      PLAN DESCRIPTION AND RELATED INFORMATION

 

The following description of the Mobile Gas Service Corporation Bargaining Unit Employee Savings Plan (the Plan) is provided for general information purposes only. Participants should refer to the Plan document for a more complete description of the Plan’s provisions.

 

General — The Plan is a defined contribution plan that provides represented employees of Mobile Gas Service Corporation (the Company or Employer) with retirement benefits. Employees may participate in the Plan, and receive an Employer matching contribution, after one year in which they complete 1,000 hours of service and after they have attained age 21. Employees may make regular savings investments in common stock of Sempra Energy, the parent company of the Employer, and other optional investments permitted by the Plan. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA).

 

Employees transfer between the Company and related entities for various reasons, resulting in the transfer of participant assets from one plan to another.

 

Contributions — Contributions to the Plan can be made under the following provisions:

 

Participating Employee Contributions — Under the terms of the Plan, participants may contribute up to 50% of eligible pay on a pretax basis. The Internal Revenue Code (IRC) limited total individual pretax contributions to $16,500 for 2010. Catch-up contributions are permitted for participants of at least 50 years of age. The catch-up provision provides these participants the opportunity to contribute an additional $5,500 on a pretax basis for 2010.

 

Employer Nonelective Matching Contributions — The Company makes contributions to the Plan of 50% of the participant’s contributions, up to 6% of eligible pay, each pay period. The Company’s matching contributions are invested in Sempra Energy common stock.

 

Discretionary Incentive Contribution — If established performance goals and targets of the Company are met in accordance with the terms of the incentive guidelines established each year, the Company will make an additional incentive contribution of up to 1% of the participant’s eligible pay. No incentive contributions were made for 2010.

 

Participant Accounts — A separate account is established and maintained in the name of each participant and reflects the participant’s contributions, the Employer’s nonelective matching and discretionary incentive contributions, and the earnings and losses attributed to each investment fund, less administrative expenses. Participants are allocated a share of each fund’s investment earnings net of investment fees on a daily basis, based upon their account balance as a percentage of the total fund balance. Investment expenses, except those for a specific transaction, are allocated quarterly to individual funds based on either fund balance or a participant’s pro rata share, as defined in the Plan document.

 

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Participants are allowed to redirect up to 100% of the shares in the Employer matching account into any of the Plan’s designated investments.

 

Vesting — Participant contributions, rollovers and related investment earnings are fully vested. Employer nonelective matching contributions and discretionary incentive contributions vest based on years of service in accordance with the following table:

 

Years of

 

Percent

 

Service

 

Vested

 

 

 

 

 

1

 

20%

 

2

 

40%

 

3

 

60%

 

4

 

80%

 

5

 

100%

 

 

All vested portions are nonforfeitable at all times.

 

Forfeited Accounts — At December 31, 2010 and 2009, forfeited nonvested accounts totaled $4,777 and $4,614, respectively. Ordinarily, forfeited amounts would be designated for the reduction of administration fees. As most of the administration fees are absorbed by the Company, these accounts will be used to reduce future Employer contributions.

 

Investment Options — All investments are held by the Sempra Energy Savings Master Trust (the Master Trust) (see Note 5). Employees elect to have their contributions invested in increments of 1% in Sempra Energy common stock or specific mutual funds offered by T. Rowe Price, Fidelity Investment Managers, and the Vanguard Group.

 

Payment of Dividends — Participants may elect at any time to either receive distributions of cash dividends on the shares of Sempra Energy common stock held in their account or to reinvest those dividends in Sempra Energy common stock. Former employees that elect to leave their account balance in the Plan and receive cash dividends from Sempra Energy common stock in their account will receive such dividends in cash or have them reinvested in Sempra Energy common stock, based on their election on the date of termination of employment with the Company, retirement or permanent disability.

 

Payment of Benefits — Upon termination of employment with the Company, retirement or permanent disability, participants or the named beneficiary(ies) (in the event of death) with an account balance greater than $5,000 are given the options to have their vested account balance remain in the Plan, roll the entire amount to another qualified retirement plan or individual retirement account, or receive their vested account balance in a single lump-sum payment in cash, or Sempra Energy common stock for any portion of their account held in Sempra Energy common stock. The accounts of terminated participants with account balances from $1,000 to $5,000 that do not elect a lump-sum payment or a rollover to a qualified retirement plan or individual retirement account will be automatically rolled into an individual retirement account with T. Rowe Price. Terminated participants with account balances less than $1,000 automatically receive a lump-sum cash payment.

 

Plan Termination — Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions and to terminate the Plan at any time, subject to the provisions of ERISA. In the event of termination, the net assets of the Plan will be distributed to the participants.

 

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Table of Contents

 

Related-Party Transactions — Certain Plan investments, held through the Master Trust, are shares of mutual funds managed by T. Rowe Price, the Plan’s recordkeeper; therefore, these transactions qualify as exempt party-in-interest transactions.

 

Certain administrative functions of the Plan are performed by officers or employees of Sempra Energy. No such officer or employee receives compensation from the Plan. Certain administrative expenses are paid directly by the Company, such as legal and accounting fees. All investment expenses are paid by the participants, including recordkeeping, trustee, loan, redemption and investment management fees. There were no fees paid by the Plan to the recordkeeper for administrative services for the year ended December 31, 2010.

 

At December 31, 2010 and 2009, the Plan held, through the Master Trust, 4,419 and 2,614 shares of common stock of Sempra Energy, the sponsoring employer, and recorded dividend income of $6,011 during the year ended December 31, 2010.

 

2.                      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Accounting — The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP).

 

Use of Estimates — The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of net assets and disclosures at the date of the financial statements and the reported changes in net assets during the reporting period. Actual results could differ from those estimates.

 

Risks and Uncertainties — The Plan invests in the Master Trust, which utilizes various investment instruments, including common stock, mutual funds, and a stable value fund. Investment securities, in general, are exposed to various risks, such as interest rate risk, credit risk, and overall market volatility. Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect the amounts reported in the financial statements.

 

Investment Valuation and Income Recognition —The fair value of the Plan’s interest in the Master Trust is based on the beginning of year value of the Plan’s interest in the Master Trust, plus actual contributions and allocated investment income, less actual distributions and allocated administrative expense, plus or minus changes in unrealized gains and losses.

 

The Master Trust’s investments are stated at fair value. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). See Note 7 for discussion of fair value measurements.

 

Purchases and sales of securities are recorded on the trade date. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date.

 

Benefit Payments — Benefits are recorded when paid. Amounts allocated to accounts of persons who have elected to withdraw from the Plan but have not yet been paid were $1,000 at both December 31, 2010 and 2009.

 

Adoption of New Accounting Pronouncements — The accounting standards described below that were adopted in 2010 affected certain note disclosures, the statements of net assets available for benefits and the statement of changes in net assets available for benefits.

 

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Table of Contents

 

Accounting Standards Update (ASU) No. 2010-06, “Improving Disclosures about Fair Value Measurements” (ASU No. 2010-06): ASU No. 2010-6 amends Accounting Standards Codification (ASC) 820 and requires additional fair value measurement disclosures, including transfers into and out of Levels 1 and 2; separate disclosures of purchases, sales, issuances, and settlements relating to Level 3 measurements; and valuation techniques and inputs used for Level 2 and Level 3 instruments. ASU No. 2010-06 is effective for the Plan in 2010, except for the requirement to provide Level 3 activity of purchases, sales, issuances, and settlements on a gross basis, which is effective for fiscal years beginning after December 15, 2010. The adoption of ASU No. 2010-06 did not and is not expected to have a material effect on the Plan’s financial statements or disclosures.

 

ASU No. 2010-25, “Reporting Loans to Participants by Defined Contribution Pension Plans” (ASU No. 2010-25): Issued by the Financial Accounting Standards Board (FASB) in September 2010, ASU No. 2010-25 requires that participant loans be classified as notes receivable rather than as plan investments and be measured at unpaid principal balance plus accrued but unpaid interest rather than fair value.  The Plan retrospectively adopted the new accounting in 2010.

 

Subsequent Events — Management has evaluated subsequent events through the date the financial statements were issued (see Note 10).

 

3.                      TAX STATUS

 

In April 2010, the Company requested from the IRS a determination letter stating that the Plan with an effective date of January 1, 2009, as designed, is in compliance with the applicable requirements of the IRC. The Company and Plan management believe that the Plan is currently designed and operated in compliance with the applicable requirements of the IRC and that the Plan and related trust continue to be tax-exempt. Therefore, no provision for income taxes has been included in the Plan’s financial statements.

 

4.                      PARTICIPANT LOANS

 

The Plan permits participants to borrow against the balances in their individual accounts. A participant is limited to borrowing a maximum of 50% of the value of his/her account balance or $50,000, whichever is less. The minimum amount that can be borrowed is $1,000, and the fee charged for processing a loan is paid by the participant who takes out the loan. If a participant defaults on a loan, it becomes a deemed distribution from the Plan to the participant. Participants may have one loan outstanding. Primary residence loans are amortized over a maximum repayment period of 15 years, and other loans have a maximum repayment period of five years. All loans bear interest at 1% above the prime rate, as published in The Wall Street Journal, at the time the loan is made. As of both December 31, 2010 and 2009, interest rates on loans ranged from 4.25% to 9.25%, and as of December 31, 2010, had maturity dates through May 2025. The Plan’s participant loans, carried at outstanding loan balances plus accrued interest, are presented as Notes receivable from participants on the statements of net assets available for benefits.

 

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Table of Contents

 

5.                      INVESTMENTS IN THE MASTER TRUST (DOLLARS IN THOUSANDS)

 

The Plan’s investments are held in a trust account at T. Rowe Price, the trustee of the Plan (the Trustee), and consist of an interest in the Master Trust. Use of the Master Trust permits the commingling of the trust assets of two or more similar employee benefit plans sponsored by Sempra Energy for investment and administrative purposes. The Plan’s interest in the investments of the Master Trust is based on the individual Plan participants’ investment balances. Investment income is allocated on a daily basis through a valuation performed by the Trustee. Expenses relating to the Master Trust are allocated to the individual funds based upon each participant’s pro rata share, per-share calculation, or by transaction in a specific fund. As of both December 31, 2010 and 2009, the Plan had less than a 1% interest in the investments of the Master Trust.

 

The investments available for benefits of the Master Trust at December 31, 2010 and 2009 are summarized as follows:

 

 

 

2010

 

2009

 

 

 

 

 

 

 

At fair value:

 

 

 

 

 

Sempra Energy common stock

 

$

847,079

 

$

919,478

 

Money market fund

 

66,251

 

65,718

 

Mutual funds:

 

 

 

 

 

Domestic stock funds

 

505,853

 

420,161

 

Balanced funds

 

374,180

 

301,936

 

Bond funds

 

104,014

 

92,099

 

Other

 

13,288

 

11,939

 

At estimated fair value — stable value funds

 

118,371

 

113,532

 

At estimated fair value — common/collective trust

 

85,088

 

79,985

 

 

 

 

 

 

 

Investments available for benefits

 

$

2,114,124

 

$

2,004,848

 

 

Net appreciation (depreciation) of investments and dividend income for the Master Trust for the year ended December 31, 2010, are as follows:

 

Net appreciation (depreciation) of investments at fair value:

 

 

 

Sempra Energy common stock

 

$

(57,831

)

Mutual funds

 

118,612

 

Net appreciation of investments at estimated fair value

 

6,841

 

 

 

 

 

Net appreciation of investments

 

$

67,622

 

 

 

 

 

Dividend income

 

$

50,145

 

 

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Table of Contents

 

The following investments held by the Plan through the Master Trust represent 5% or more of the Plan’s assets at December 31, 2010 and 2009:

 

 

 

2010

 

2009

 

Summit Cash Reserve Fund

 

$

1,378

 

$

1,892

 

Retirement 2025 Fund

 

433

 

471

 

Retirement 2030 Fund

 

425

 

308

 

T. Rowe Price Stable Value Fund

 

414

 

83

**

Retirement 2035 Fund

 

249

 

189

**

Sempra Energy Common Stock

 

232

 

146

**

Retirement 2010 Fund

 

*

306

 

Federated Capital Preservation Fund

 

*

282

 

 

 

 

 

 

*     This investment does not represent 5% or more of the Plan’s assets at December 31, 2010, but is shown for comparative purposes.

 

** This investment does not represent 5% or more of the Plan’s assets at December 31, 2009, but is shown for comparative purposes.

 

The Plan, through the Master Trust, invests in various securities. Investment securities, in general, are exposed to various risks, such as interest rate, credit, and overall market volatility. Due to the level of risk associated with investment securities, it is reasonably possible that changes in the values of certain investment securities will occur in the near term and that such changes could materially affect the amounts reported in the statements of net assets available for Plan benefits.

 

6.                      NONPARTICIPANT DIRECTED INVESTMENTS

 

The Company’s nonelective matching contributions to the Plan are invested solely in Sempra Energy common stock. These contributions are classified as nonparticipant directed investments despite the employee’s ability to subsequently transfer them into other investments. The investment of Employer discretionary incentive contributions follows participant direction. Information about the Sempra Energy common stock investments held by the Plan through the Master Trust, and the significant components of the changes therein, are as follows as of and for the year ended December 31, 2010:

 

Nonparticipant directed investments — Sempra Energy common stock in the Master Trust as of December 31, 2009

 

$

145,901

 

 

 

 

 

Changes in assets:

 

 

 

Contributions

 

53,588

 

Net appreciation, net of dividend income

 

709

 

Distributions to participants or their beneficiaries

 

(9,128

)

Transfers to participant directed investments

 

38,545

 

 

 

 

 

Total change in assets

 

83,714

 

 

 

 

 

Nonparticipant directed investments — Sempra Energy common stock in the Master Trust as of December 31, 2010

 

$

229,615

 

 

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Table of Contents

 

7.                      FAIR VALUE MEASUREMENTS (DOLLARS IN THOUSANDS)

 

In accordance with current GAAP, the Plan and Master Trust classify their investments based on a fair value hierarchy that prioritizes the inputs used to measure fair value, as follows:

 

·                  Level 1, which refers to securities valued using quoted prices from active markets for identical assets;

 

·                  Level 2, which refers to securities not traded on an active market but for which observable market inputs are readily available; and

 

·                  Level 3, which refers to securities valued based on significant unobservable inputs.

 

Investments are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.

 

The following table sets forth by level within the fair value hierarchy a summary of the Master Trust’s investments measured at fair value or estimated fair value on a recurring basis at December 31, 2010 and 2009, by major category of debt and equity securities determined by the nature and risk of the investments:

 

 

 

Master Trust Fair Value Measurements

 

 

 

at December 31, 2010

 

 

 

Level 1

 

Level 2

 

Level 3

 

Total

 

 

 

 

 

 

 

 

 

 

 

Sempra Energy common stock

 

$

847,079

 

$

 

$

 

$

847,079

 

 

 

 

 

 

 

 

 

 

 

Money market fund

 

66,251

 

 

 

66,251

 

 

 

 

 

 

 

 

 

 

 

Mutual funds:

 

 

 

 

 

 

 

 

 

Domestic stock funds

 

505,853

 

 

 

505,853

 

Balanced funds

 

374,180

 

 

 

374,180

 

Bond funds

 

104,014

 

 

 

104,014

 

Other

 

13,288

 

 

 

13,288

 

 

 

 

 

 

 

 

 

 

 

Total mutual funds

 

997,335

 

 

 

997,335

 

 

 

 

 

 

 

 

 

 

 

Stable value fund

 

 

118,371

 

 

118,371

 

 

 

 

 

 

 

 

 

 

 

Common/collective trust

 

 

85,088

 

 

85,088

 

 

 

 

 

 

 

 

 

 

 

Total investments at fair value

 

$

1,910,665

 

$

203,459

 

$

 

$

2,114,124

 

 

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Table of Contents

 

 

 

Master Trust Fair Value Measurements

 

 

 

at December 31, 2009

 

 

 

Level 1

 

Level 2

 

Level 3

 

Total

 

 

 

 

 

 

 

 

 

 

 

Sempra Energy common stock

 

$

919,478

 

$

 

$

 

$

919,478

 

 

 

 

 

 

 

 

 

 

 

Money market fund

 

65,718

 

 

 

65,718

 

 

 

 

 

 

 

 

 

 

 

Mutual funds:

 

 

 

 

 

 

 

 

 

Domestic stock funds

 

420,161

 

 

 

420,161

 

Balanced funds

 

301,936

 

 

 

301,936

 

Bond funds

 

92,099

 

 

 

92,099

 

Other

 

11,939

 

 

 

11,939

 

 

 

 

 

 

 

 

 

 

 

Total mutual funds

 

826,135

 

 

 

826,135

 

 

 

 

 

 

 

 

 

 

 

Stable value funds

 

 

113,532

 

 

113,532

 

 

 

 

 

 

 

 

 

 

 

Common/collective trust

 

 

79,985

 

 

79,985

 

 

 

 

 

 

 

 

 

 

 

Total investments at fair value

 

$

1,811,331

 

$

193,517

 

$

 

$

2,004,848

 

 

There were no transfers into or out of Level 1, Level 2 or Level 3 for the Plan or Master Trust during the periods presented.

 

The following descriptions of the valuation methods and assumptions used by the Plan to estimate the fair values of investments apply to investments held directly by the Plan and those held as underlying investments of the Master Trust:

 

Common Stocks — Common stocks are valued using quoted prices listed on nationally recognized securities exchanges (Level 1 inputs).

 

Money Market and Mutual Funds — The fair values of mutual fund investments are determined by obtaining quoted prices on nationally recognized securities exchanges (Level 1 inputs).

 

Stable Value Funds — The fair values of participation units in stable value collective trusts are based upon the net asset values (NAVs) of such fund, after adjustments to reflect all fund investments at fair value, including direct and indirect interests in fully benefit-responsive contracts, as reported in the audited financial statements of the fund (Level 2 inputs) (see Note 8).

 

Common Collective Trusts — The fair values of participation units held in collective trusts, other than stable value funds, are based on the NAVs reported by the trust managers as of the financial statement dates, which may reflect recent transaction prices (Level 2 inputs). The investment objectives and underlying investments of the collective trusts vary, with some holding diversified portfolios of domestic or international stocks and open-ended mutual funds, some holding securities of U.S. companies in a particular industry sector, some holding short-term and/or medium-term corporate, government and government agency bonds, and others holding a blend of various domestic stocks, bonds and mutual funds. Each collective trust provides for daily redemptions by the Plan at reported NAVs per share, with no advance notice requirement (see Note 9).

 

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The methods described are intended to produce a fair value calculation that is indicative of net realizable value or reflective of future fair values. However, while the Plan believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.

 

8.                      STABLE VALUE FUNDS

 

Through the Master Trust, the Plan invests in the T. Rowe Price Stable Value Common Trust Fund (T. Rowe Price Stable Value Fund) and the Federated Capital Preservation Fund (collectively, the Funds), which are sponsored by T. Rowe Price Group, Inc. and Federated Investors, Inc., respectively. The funds invest primarily in conventional guaranteed investment contracts and synthetic investment contracts issued by life insurance companies, banks, and other financial institutions, with the objective of providing a high level of return that is consistent with also providing stability of investment return, preservation of capital, and liquidity to pay Plan benefits of its retirement plan investors.

 

The beneficial interest of each participant is represented by units. Units are issued and redeemed daily at the Funds’ constant NAV. Distribution to the Funds’ unit holders is declared daily from the net investment income and automatically reinvested in the Funds on a monthly basis, when paid. It is the policy of the Funds to use their best efforts to maintain the stable NAV per unit, although there is no guarantee that the Funds will be able to maintain this value.

 

Participants ordinarily may direct the withdrawal or transfer of all or a portion of their investment at contract value. Contract value represents contributions made to the Funds, plus earnings, less participant withdrawals and administrative expenses. The Funds impose certain restrictions on the Plan, and the Funds themselves may be subject to circumstances that impact their ability to transact at contract value. Plan management believes that the occurrence of events that would cause the Funds to transact at less than contract value is not probable.

 

The average yields of the Funds for the years ended December 31, were as follows:

 

 

 

2010

 

 

 

Based on —

 

 

 

 

 

Interest Rate

 

 

 

Annualized

 

Credited to

 

Stable Value Fund

 

Earnings (1)

 

Participants (2)

 

 

 

 

 

 

 

T. Rowe Price Stable Value Fund

 

3.65%

 

4.10%

 

 

 

 

2009

 

 

 

Based on —

 

 

 

 

 

Interest Rate

 

 

 

Annualized

 

Credited to

 

Stable Value Fund

 

Earnings (1)

 

Participants (2)

 

 

 

 

 

 

 

T. Rowe Price Stable Value Fund

 

4.23%

 

4.26%

 

Federated Capital Preservation Fund

 

3.53%

 

3.70%

 

 

 

 

 

 

(1)          Computed by dividing the annualized one-day actual earnings of the contract on the last day of the Plan year by the fair value of the investments on the same date.

 

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(2)          Computed by dividing the annualized one-day earnings credited to participants on the last day of the Plan year by the fair value of the investments on the same date.

 

9.                      NET ASSET VALUE PER SHARE (DOLLARS IN THOUSANDS)

 

The following table sets forth a summary of the investments held by the Plan through the Master Trust with a reported NAV:

 

 

 

Fair Value Estimated Using Net Asset Value per Share

 

 

 

at December 31, 2010

 

 

 

 

 

 

 

 

 

Other

 

Redemption

 

 

 

Fair

 

Unfunded

 

Redemption

 

Redemption

 

Notice

 

Investment 

 

Value

 

Commitment

 

Frequency

 

Restrictions

 

Period

 

 

 

 

 

 

 

 

 

 

 

 

 

T. Rowe Price Stable Value Fund (1)

 

$

414

 

$

 

Annual

 

None (1)

 

None (1)

 

Pyramis Select International Equity Commingled Pool Fund (2)

 

1

 

 

Daily

 

None (2)

 

None

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

$

415

 

$

 

 

 

 

 

 

 

 

 

 

Fair Value Estimated Using Net Asset Value per Share

 

 

 

at December 31, 2009

 

 

 

 

 

 

 

 

 

Other

 

Redemption

 

 

 

Fair

 

Unfunded

 

Redemption

 

Redemption

 

Notice

 

Investment 

 

Value

 

Commitment

 

Frequency

 

Restrictions

 

Period

 

 

 

 

 

 

 

 

 

 

 

 

 

T. Rowe Price Stable Value Fund (1)

 

$

83

 

$

 

Annual

 

None (1)

 

None (1)

 

Pyramis Select International Equity Commingled Pool Fund (2)

 

1

 

 

Daily

 

None (2)

 

None

 

Federated Capital Preservation Fund (3)

 

282

 

 

(3)

 

(3)

 

(3)

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

$

366

 

$

 

 

 

 

 

 

 

 

 

 

 

 

(1)        The fund strategies seek to maximize current income while maintaining invested principal. The Plan is required to give notice one day in advance of a partial or total liquidation of the investment for any purpose other than for benefit payments, making participant loans, participant-directed investment transfers and payment of administrative fees. The Plan administrator is also required to give a 30-day notice of the liquidation of the fund due to the termination of the Master Trust.

 

(2)        The pool strategies seek long-term growth of capital primarily through investment in foreign securities. There is a 1% redemption fee for units held less than 30 days.

 

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(3)        The fund strategies seek to maximize current income while maintaining invested principal. The Plan is required to give notice one year in advance of a partial or total liquidation of the investment for any purpose other than for the benefit payments, making participant loans, participant-directed investment transfers and payment of administrative fees. In November 2008, the Plan gave notice to Federated to liquidate its investment in the fund effective in July 2010 in order to transfer the asset to the T. Rowe Price Stable Value Fund.

 

10.               SUBSEQUENT EVENT

 

Effective January 3, 2011, the Plan was merged into the Mobile Gas Service Corporation Employee Savings Plan (New Plan).  The unvested employer nonelective matching contributions and discretionary incentive contributions included in participant balances at the date of merger will vest in the New Plan following the vesting schedule of the Plan, as discussed in Note 1 above.

 

* * * * * *

 

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SUPPLEMENTAL SCHEDULE

 

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MOBILE GAS SERVICE CORPORATION BARGAINING UNIT

EMPLOYEE SAVINGS PLAN

 

FORM 5500, SCHEDULE H, PART IV, LINE 4i — SCHEDULE OF ASSETS (HELD AT END OF YEAR)

AS OF DECEMBER 31, 2010

 

 

 

 

 

(c)

 

 

 

 

 

 

 

(b)

 

Description of Investment

 

 

 

(e)

 

 

 

Identity of Issuer, Borrower,

 

Including Maturity Date,

 

(d)

 

Current

 

(a)

 

Lessor, or Similar Party

 

Rate of Interest, and Collateral

 

Cost

 

Value

 

 

 

 

 

 

 

 

 

 

 

*

 

Participant loans

 

Interest rates from 4.25% to 9.25%; maturities from January 2011 through May 2025

 

**

 

$

435,499

 

 

 

 

 

 

*

 

Party-in-interest to the Plan.

**

 

Cost not required to be presented for participant directed investments.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Plans’ sponsors have duly caused this annual report to be signed on their behalf by the undersigned thereunto duly authorized.

 

 

 

SEMPRA ENERGY SAVINGS PLAN

(Full title of the Plan)

 

 

Date: June 29, 2011

By: /s/ G. JOYCE ROWLAND

 

G. Joyce Rowland, Senior Vice President Human Resources, Sempra Energy

 

 

 

 

 

SAN DIEGO GAS & ELECTRIC COMPANY SAVINGS PLAN

(Full title of the Plan)

 

 

Date: June 29, 2011

By: /s/ G. JOYCE ROWLAND

 

G. Joyce Rowland, Senior Vice President Human Resources, Sempra Energy

 

 

 

 

 

SOUTHERN CALIFORNIA GAS COMPANY RETIREMENT SAVINGS PLAN

(Full title of the Plan)

 

 

Date: June 29, 2011

By: /s/ G. JOYCE ROWLAND

 

G. Joyce Rowland, Senior Vice President Human Resources, Sempra Energy

 

 

 

 

 

MESQUITE POWER LLC SAVINGS PLAN

(Full title of the Plan)

 

 

Date: June 29, 2011

By: /s/ G. JOYCE ROWLAND

 

G. Joyce Rowland, Senior Vice President Human Resources, Sempra Energy

 

 

 

 

 

MOBILE GAS SERVICE CORPORATION EMPLOYEE SAVINGS PLAN

(Full title of the Plan)

 

 

Date: June 29, 2011

By: /s/ G. JOYCE ROWLAND

 

G. Joyce Rowland, Senior Vice President Human Resources, Sempra Energy

 

 

 

 

 

MOBILE GAS SERVICE CORPORATION BARGAINING UNIT EMPLOYEE SAVINGS PLAN

(Full title of the Plan)

 

 

Date: June 29, 2011

By: /s/ G. JOYCE ROWLAND

 

G. Joyce Rowland, Senior Vice President Human Resources, Sempra Energy