Exhibit 99.6
The information provided in this Exhibit is presented only in connection with the reporting changes described in the accompanying Form 8-K. This information does not reflect events occurring after February 28, 2012, the date we filed our 2011 Form 10-K, and does not modify or update the disclosures therein in any way, other than as required to reflect the change in segments, the change in accounting principle, and the adoption of a new accounting standard as described in the Form 8-K and set forth in Exhibits 99.1 through 99.6 attached thereto. You should therefore read this information in conjunction with the 2011 Form 10-K and subsequent amendments on Form 10-K/A and with our reports filed with the Securities and Exchange Commission after February 28, 2012.
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a)2. FINANCIAL STATEMENT SCHEDULE
SCHEDULE I – SEMPRA ENERGY CONDENSED FINANCIAL INFORMATION OF PARENT
SEMPRA ENERGY |
CONDENSED STATEMENTS OF OPERATIONS |
(Dollars in millions, except per share amounts) |
| Years ended December 31, |
| 2011(1) | 2010(1) | 2009(1) |
| | | | | | |
Interest income | $ | 109 | $ | 146 | $ | 140 |
Interest expense | | (242) | | (265) | | (244) |
Operation and maintenance | | (64) | | (59) | | (81) |
Other income, net | | 42 | | 65 | | 50 |
Income tax benefits | | 82 | | 79 | | 89 |
Loss before equity in earnings of subsidiaries | | (73) | | (34) | | (46) |
Equity in earnings of subsidiaries, net of income taxes | | 1,404 | | 743 | | 1,165 |
Net income/earnings | $ | 1,331 | $ | 709 | $ | 1,119 |
| | | | | | |
Basic earnings per common share | $ | 5.55 | $ | 2.90 | $ | 4.60 |
Weighted-average number of shares outstanding (thousands) | | 239,720 | | 244,736 | | 243,339 |
| | | | | | |
Diluted earnings per common share | $ | 5.51 | $ | 2.86 | $ | 4.52 |
Weighted-average number of shares outstanding (thousands) | | 241,523 | | 247,942 | | 247,384 |
(1) As adjusted for the retrospective effect of a change in accounting principle as we discuss in Note 1. |
See Notes to Condensed Financial Information of Parent. |
SEMPRA ENERGY |
CONDENSED STATEMENT OF COMPREHENSIVE INCOME |
(Dollars in millions) |
| | Years ended December 31, 2011, 2010 and 2009 |
| | Pretax | Income Tax | Net-of-tax |
| | Amount(1) | (Expense) Benefit | Amount |
2011: | | | | | | |
Net income(2) | $ | 1,331 | | | $ | 1,331 |
Other comprehensive income (loss): | | | | | | |
Foreign currency translation adjustments | | (79) | $ | 3 | | (76) |
Reclassification to net income of foreign | | | | | | |
currency translation adjustment related | | | | | | |
to remeasurement of equity method | | | | | | |
investments | | (54) | | ― | | (54) |
Available-for-sale securities | | (2) | | 1 | | (1) |
Pension and other postretirement benefits | | (20) | | 8 | | (12) |
Financial instruments | | (26) | | 10 | | (16) |
Total other comprehensive income (loss) | | (181) | | 22 | | (159) |
Total comprehensive income(2) | $ | 1,150 | $ | 22 | $ | 1,172 |
2010: | | | | | | |
Net income(2) | $ | 709 | | | $ | 709 |
Other comprehensive income (loss): | | | | | | |
Foreign currency translation adjustments | | 47 | $ | ― | | 47 |
Available-for-sale securities | | (10) | | 2 | | (8) |
Pension and other postretirement benefits | | 23 | | (10) | | 13 |
Financial instruments | | (22) | | 9 | | (13) |
Total other comprehensive income | | 38 | | 1 | | 39 |
Total comprehensive income(2) | $ | 747 | $ | 1 | $ | 748 |
2009: | | | | | | |
Net income(2) | $ | 1,119 | | | $ | 1,119 |
Other comprehensive income (loss): | | | | | | |
Foreign currency translation adjustments | | 102 | $ | ― | | 102 |
Available-for-sale securities | | 9 | | (2) | | 7 |
Pension and other postretirement benefits | | (6) | | 3 | | (3) |
Financial instruments | | 60 | | (22) | | 38 |
Total other comprehensive income (loss) | | 165 | | (21) | | 144 |
Total comprehensive income (loss)(2) | $ | 1,284 | $ | (21) | $ | 1,263 |
(1) | Except for Net Income and Total Comprehensive Income (Loss). |
(2) | As adjusted for the retrospective effect of a change in accounting principle as we discuss in Note 1. |
See Notes to Condensed Financial Statements of Parent. |
SEMPRA ENERGY |
CONDENSED BALANCE SHEETS |
(Dollars in millions) |
| | December 31, | December 31, |
| | 2011(1) | 2010(1) |
Assets: | | | | |
Cash and cash equivalents | $ | 11 | $ | 157 |
Due from affiliates | | 112 | | 27 |
Income taxes receivable | | ― | | 190 |
Other current assets | | 16 | | 11 |
Total current assets | | 139 | | 385 |
| | | | | |
Investments in subsidiaries | | 12,209 | | 11,447 |
Due from affiliates | | 1,730 | | 1,683 |
Deferred income taxes | | 1,200 | | 305 |
Other assets | | 548 | | 488 |
Total assets | $ | 15,826 | $ | 14,308 |
| | | | | |
Liabilities and shareholders’ equity: | | | | |
Current portion of long-term debt | $ | 8 | $ | 32 |
Due to affiliates | | 1,014 | | 1,331 |
Income taxes payable | | 246 | | ― |
Other current liabilities | | 336 | | 374 |
Total current liabilities | | 1,604 | | 1,737 |
| | | | | |
Long-term debt | | 3,957 | | 3,140 |
Other long-term liabilities | | 490 | | 441 |
Shareholders’ equity | | 9,775 | | 8,990 |
Total liabilities and shareholders’ equity | $ | 15,826 | $ | 14,308 |
(1) | As adjusted for the retrospective effect of a change in accounting principle as we discuss in Note 1. |
See Notes to Condensed Financial Statements of Parent. | | | |
SEMPRA ENERGY |
CONDENSED STATEMENTS OF CASH FLOWS |
(Dollars in millions) |
| Years ended December 31, |
| 2011 | 2010 | 2009 |
| | | | | | |
Net cash (used in) provided by operating activities | $ | (287) | $ | 218 | $ | 97 |
| | | | | | |
Dividends received from subsidiaries | | 50 | | 100 | | 150 |
Expenditures for property, plant and equipment | | (2) | | (1) | | (1) |
Proceeds from sale of short-term investments | | ― | | ― | | 152 |
Purchase of trust assets | | (7) | | ― | | (30) |
Proceeds from sales by trust | | 12 | | 11 | | ― |
(Increase) decrease in loans to affiliates, net | | (118) | | 1,204 | | (1,285) |
Cash (used in) provided by investing activities | | (65) | | 1,314 | | (1,014) |
| | | | | | |
Common stock dividends paid | | (440) | | (364) | | (341) |
Issuances of common stock | | 28 | | 40 | | 73 |
Repurchases of common stock | | (18) | | (502) | | (22) |
Issuances of long-term debt | | 799 | | 40 | | 1,492 |
Payments on long-term debt | | (24) | | (565) | | (314) |
(Decrease) increase in loans from affiliates, net | | (136) | | (40) | | 4 |
Other | | (3) | | 9 | | 20 |
Cash provided by (used in) financing activities | | 206 | | (1,382) | | 912 |
| | | | | | |
(Decrease) increase in cash and cash equivalents | | (146) | | 150 | | (5) |
Cash and cash equivalents, January 1 | | 157 | | 7 | | 12 |
Cash and cash equivalents, December 31 | $ | 11 | $ | 157 | $ | 7 |
See Notes to Condensed Financial Information of Parent. |
SEMPRA ENERGY
NOTES TO CONDENSED FINANCIAL INFORMATION OF PARENT
Note 1. Basis of Presentation
Sempra Energy accounts for the earnings of its subsidiaries under the equity method in this unconsolidated financial information.
This condensed financial information has been adjusted for the retrospective effect of a change in accounting principle and the adoption of a new accounting standard as we discuss in Note 1 of the Notes to Consolidated Financial Statements in Part II, Item 8 (Exhibit 99.5 of this report).
Other Income, Net, on the Condensed Statements of Operations includes $22 million, $35 million and $55 million of gains associated with investment earnings or losses on dedicated assets in support of our executive retirement and deferred compensation plans in 2011, 2010 and 2009, respectively.
Because of its nature as a holding company, Sempra Energy classifies dividends received from subsidiaries as an investing cash flow.
Note 2. Long-Term Debt
| December 31, | December 31, |
(Dollars in millions) | 2011 | 2010 |
| | | | |
6% Notes February 1, 2013 | $ | 400 | $ | 400 |
8.9% Notes November 15, 2013, including $200 at variable rates after | | | | |
fixed-to-floating rate swaps effective January 2011 (8.19% at December 31, 2011) | | 250 | | 250 |
2% Notes March 15, 2014 | | 500 | | ― |
Notes at variable rates (1.22% at December 31, 2011) March 15, 2014 | | 300 | | ― |
6.5% Notes June 1, 2016, including $300 at variable rates after | | | | |
fixed-to-floating rate swaps effective January 2011 (4.86% at December 31, 2011) | | 750 | | 750 |
6.15% Notes June 15, 2018 | | 500 | | 500 |
9.8% Notes February 15, 2019 | | 500 | | 500 |
6% Notes October 15, 2039 | | 750 | | 750 |
Employee Stock Ownership Plan Bonds at variable rates payable on demand | | | | |
(0.40% at December 31, 2011) November 1, 2014 | | 8 | | 32 |
Market value adjustments for interest rate swaps, net | | | | |
(expire November 2013 and June 2016) | | 16 | | ― |
| | 3,974 | | 3,182 |
Current portion of long-term debt | | (8) | | (32) |
Unamortized discount on long-term debt | | (9) | | (10) |
Total long-term debt | $ | 3,957 | $ | 3,140 |
Maturities of long-term debt are $8 million in 2012, $650 million in 2013, $800 million in 2014, $750 million in 2016, and $1.8 billion thereafter.
Additional information on Sempra Energy’s long-term debt is provided in Note 5 of the Notes to Consolidated Financial Statements.
Note 3. Commitments and Contingencies
For contingencies and guarantees related to Sempra Energy, refer to Notes 5 and 15 of the Notes to Consolidated Financial Statements.