UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark One)
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ANNUAL REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the fiscal year ended December 31, 2007 |
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TRANSITION REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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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, SEMPRA ENERGY TRADING RETIREMENT SAVINGS PLAN AND MESQUITE POWER, LLC 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)
TABLE OF CONTENTS
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Financial Statements as of and for the Years Ended December 31, 2007 and 2006, Supplemental Schedule as of December 31, 2007, and Report of Independent Registered Public Accounting Firm
SEMPRA ENERGY SAVINGS PLAN
TABLE OF CONTENTS
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1 |
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FINANCIAL STATEMENTS AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2007 AND 2006: |
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3 |
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410 |
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SUPPLEMENTAL SCHEDULE AS OF DECEMBER 31, 2007: |
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Form 5500, Schedule H, Line 4i Schedule of Assets (Held at End of Year) |
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NOTE: |
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Other schedules required by the Department of Labors 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. |
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, 2007 and 2006, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plans management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the 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 Plans 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, 2007 and 2006, and the changes in net assets available for benefits for the years then ended in conformity with accounting principles generally accepted in the United States of America.
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, 2007, 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 Labors Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plans management. Such schedule has been subjected to the auditing procedures applied in our audit of the basic 2007 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 27, 2008
SEMPRA ENERGY SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 2007 AND 2006
(Dollars in thousands)
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2007 |
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2006 |
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CASH AND CASH EQUIVALENTS |
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$ |
46 |
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$ |
19 |
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INVESTMENT Investment in Sempra Energy Savings Master Trust |
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187,938 |
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167,589 |
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RECEIVABLES: |
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Dividends |
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304 |
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293 |
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Employer contributions |
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988 |
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940 |
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Total receivables |
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1,292 |
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1,233 |
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NET ASSETS AVAILABLE FOR BENEFITS |
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$ |
189,276 |
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$ |
168,841 |
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See notes to financial statements.
2
SEMPRA ENERGY SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEARS ENDED DECEMBER 31, 2007 AND 2006
(Dollars in thousands)
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2007 |
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2006 |
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ADDITIONS: |
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Net investment income Plan interest in Sempra Energy Savings Master Trust investment income |
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$ |
14,969 |
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$ |
23,892 |
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Contributions: |
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Employer |
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3,722 |
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3,752 |
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Participating employees |
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10,466 |
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11,716 |
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Total contributions |
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14,188 |
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15,468 |
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Transfers from plans of related entities |
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7,806 |
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5,552 |
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Total additions |
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36,963 |
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44,912 |
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DEDUCTIONS: |
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Distributions to participants or their beneficiaries |
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14,315 |
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14,096 |
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Transfers to plans of related entities |
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2,191 |
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16,189 |
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Administrative expenses |
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22 |
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24 |
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Total deductions |
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16,528 |
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30,309 |
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NET INCREASE IN NET ASSETS BEFORE PLAN MERGERS |
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20,435 |
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14,603 |
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MERGER OF TWIN OAKS SAVINGS PLAN |
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2,546 |
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MERGER OF EL DORADO ENERGY, LLC SAVINGS PLAN |
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1,853 |
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NET INCREASE IN NET ASSETS |
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20,435 |
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19,002 |
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NET ASSETS AVAILABLE FOR BENEFITS Beginning of year |
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168,841 |
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149,839 |
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NET ASSETS AVAILABLE FOR BENEFITS End of year |
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$ |
189,276 |
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$ |
168,841 |
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See notes to financial statements.
3
SEMPRA ENERGY SAVINGS PLAN
AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2007 AND 2006
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 Plans 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).
Effective January 1, 2006, participants who had an account balance in two or more plans of the Company and its subsidiaries were informed that their multiple balances would be consolidated into a like plan sponsored by their current or most recent employer, unless they requested to have their balances remain in multiple plans.
Employees transfer between the Company and related entities for various reasons, resulting in the transfer of participant assets from one plan to another.
Plan Mergers In July 2005, the Company purchased the remaining 50% ownership interest in El Dorado Energy, LLC (El Dorado). As a result of this purchase, effective January 1, 2006, the El Dorado Energy, LLC Savings Plan (El Dorado Plan) was merged into the Plan to provide employees of El Dorado and its subsidiaries with retirement benefits. On that same date, the participant balances in the El Dorado Plan were transferred to the Plan. As a result, the Plan has included $1,852,799 as an increase in net assets from the merged plan on the statement of changes in net assets available for benefits for the year ended December 31, 2006.
In April 2006, the Company sold Twin Oaks Power, LP, a wholly owned subsidiary, to PNM Resources, Inc., and the Twin Oaks Savings Plan (Twin Oaks Plan) was merged into the Plan. On November 30, 2006, any remaining participant balances not distributed or rolled over to another qualified retirement plan as of that date were merged into the Plan from the Twin Oaks Plan. As a result, the Plan has included $2,545,566 as an increase in net assets from the merged plan on the statement of changes in net assets available for benefits for the year ended December 31, 2006.
Contributions Contributions to the Plan can be made under the following provisions:
Participating Employee Contributions Pursuant to Section 401(a) of the Internal Revenue Code (IRC), participants may contribute up to 25% of eligible pay on a pretax basis, an after-tax basis, or a combination thereof. The IRC limited total individual pretax contributions to $15,500 and $15,000 in 2007 and 2006, respectively. Catch-up contributions are permitted for participants of at least 50 years of age. The catch-up provision provided these participants the opportunity to contribute an additional $5,000 on a pretax basis for both 2007 and 2006 (remaining at $5,000 in 2008, with inflation adjustments after that until December 31, 2010). The Plan allows for automatic enrollment of newly
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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 2006 was the T. Rowe Price Personal Strategy Balanced Fund. For 2007, the default investment vehicle is the Retirement Fund at T. Rowe Price, with the fund option determined by the calculated retirement date of the participant.
Effective February 1, 2007, the initial automatic deferral amount of 3% of eligible pay automatically increases by 1% up to 6% every May. Employees hired after January 1, 2007, 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 matching contributions to the Plan for all Plan participants except for those employed by El Dorado. The matching contributions are equal to 50% of each participants 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 participants 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 Companys matching contributions are invested in Sempra Energy common stock. Total Employer nonelective matching contributions for the years ended December 31, 2007 and 2006, were $2,734,858 and $2,642,162, respectively.
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 for all participants except those employed by El Dorado, as determined by the board of directors of Sempra Energy. Incentive contributions of 1% of eligible compensation for all eligible participants except those employed by EI Dorado were made for each of 2007 and 2006. 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 2007 and 2006, El Dorado contributed 3.49% and 6%, respectively. Incentive contributions were made on March 14, 2008 and March 19, 2007, to all employees employed on December 31, 2007 and 2006, respectively. The contributions were made in the form of cash and stock and invested according to each participants investment election on the date of contribution. Total discretionary incentive contributions for the years ended December 31, 2007 and 2006, were $987,827 and $940,366, respectively. These amounts are reflected in Employer contributions receivable on the statements of net assets available for benefits as of December 31, 2007 and 2006, respectively.
Participant Accounts A separate account is established and maintained in the name of each participant and reflects the participants contributions, the employers 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 funds 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 participants 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 Plans 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
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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. Within the Tradelink brokerage account, participants may invest a maximum of 50% of the value of their accounts (excluding the employer matching 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 in their account balances 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 at any time and to terminate the Plan 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 Plans recordkeeper; therefore, these transactions qualify as party-in-interest transactions.
Certain administrative functions of the Plan are performed by officers or employees of the Company. No such officer or employee of the Company 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 $22,466 and $24,413 for the years ended December 31, 2007 and 2006, respectively.
At December 31, 2007 and 2006, the Plan held, through the Master Trust, 1,003,524 and 996,323 shares of common stock of Sempra Energy, the sponsoring Employer, with a cost basis of $55,327,427 and $43,834,316 and recorded dividend income of $1,208,807 and $1,247,501, respectively, during the years then ended.
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.
Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and
6
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.
Adoption of New Accounting Pronouncements In September 2006, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 157, Fair Value Measurements. SFAS No. 157 establishes a single authoritative definition of fair value, sets a framework for measuring fair value and requires additional disclosures about fair value measurements. SFAS No. 157 is effective for financial statements issued for the plan for fiscal years beginning after November 17, 2007. Plan management does not expect the adoption of SFAS No. 157 to have a material impact on the Plans net assets available for benefits or changes in net assets available for benefits.
Investment Valuation and Income Recognition The fair value of the Plans interest in the Master Trust is based on the beginning of year value of the Plans 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. In the Master Trust, participant loans (see Note 4) are carried at outstanding loan balances plus accrued interest.
The Master Trusts investments are stated at fair value. Shares of mutual funds are valued at quoted market prices, which represent the net asset value of shares held by the Master Trust at year end. Common/collective trust funds are stated at estimated fair value as determined by the issuer of the common/collective trust funds based on the unit values of the funds. Unit values are determined by dividing the funds net assets, which represent the quoted fair market values of the underlying investments, by its units outstanding at the valuation dates.
The Master Trust invests in the T. Rowe Price Stable Value Common Trust Fund, which is a stable value fund. The fund invests principally in guaranteed investment contracts (GICs) issued by insurance companies, investment contracts issued by banks, synthetic investment contracts (SICs) issued by banks, insurance companies and other issuers, and securities supporting such SICs, and other similar instruments which are intended to maintain a constant net asset value. Participants may ordinarily 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. Contract value approximates fair value at December 31, 2007 and 2006.
Effective January 1, 2006, the Plan adopted FASB Staff Position AAG INV-1 and SOP 94-4-1, Reporting of Fully Benefit-Responsive Investment Contracts Held by Certain Investment Companies Subject to the AICPA Investment Company Guide and Defined Contribution Health and Welfare and Pension Plans (the FSP). Under the FSP, investment contracts held by a defined contribution plan are required to be reported at fair value with an additional line item showing an adjustment of fully benefit-responsive contracts from fair value to contract value. The adoption of the FSP did not have a material effect on the Plans financial statements and did not impact the amount of net assets available for benefits.
Purchases and sales of securities are recorded on the trade dates. 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 $233,798 at December 31, 2007 and 2006, respectively.
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3. TAX STATUS
The Internal Revenue Service (IRS) 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 Plans financial statements.
4. PARTICIPANT LOANS
The Plan permits participants to borrow against the balances in their individual accounts within the Master Trust. 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. Primary residence loans are amortized over 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 December 31, 2007 and 2006, interest rates on loans ranged from 5.00% to 10.50% in both years and as of December 31, 2007, had maturity dates through July 2022. The balance of the Plans participant loans of $1,889,841 and $1,854,530 is included in Investment in Sempra Energy Savings Master Trust on the statement of net assets available for benefits as of December 31, 2007 and 2006, respectively.
5. INVESTMENTS IN THE MASTER TRUST (DOLLARS IN THOUSANDS)
The Plans assets are held in a trust account at T. Rowe Price, the trustee of the Plan (the Trustee), and consist of an interest in the Master Trust. Use of the Master Trust permits the commingling of the trust assets of two or more similar employee benefit plans sponsored by Sempra Energy for investment and administrative purposes. The Plans interest in the net assets of the Master Trust is based on the individual Plan participants investment balances. Investment income is allocated on a daily basis through a valuation performed by the Trustee. Expenses relating to the Master Trust are allocated to the individual funds based upon each participants pro-rata share, per share calculation, or by transaction in a specific fund. At December 31, 2007 and 2006, the Plans interest in the net assets of the Master Trust was approximately 9% and 8%, respectively.
The net assets available for benefits of the Master Trust at December 31, 2007 and 2006, are summarized as follows:
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2007 |
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2006 |
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At fair value: |
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Sempra Energy common stock |
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$ |
997,411 |
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$ |
976,079 |
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Mutual funds |
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935,745 |
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595,147 |
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At estimated fair value common/collective trusts |
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217,407 |
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458,160 |
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At cost participant loans |
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40,015 |
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35,511 |
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Net assets available for benefits |
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$ |
2,190,578 |
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$ |
2,064,897 |
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Net appreciation and dividend and interest income for the Master Trust for the years ended December 31, 2007 and 2006, are as follows:
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2007 |
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2006 |
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Net appreciation of investments at fair value: |
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Sempra Energy common stock |
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$ |
99,550 |
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$ |
200,176 |
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Mutual funds |
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18,891 |
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36,229 |
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Net (depreciation) appreciation of investments at estimated fair value: |
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Common/collective trusts |
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(23,649 |
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56,121 |
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Net appreciation of investments |
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$ |
94,792 |
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$ |
292,526 |
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Dividend income |
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$ |
80,240 |
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$ |
51,388 |
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Interest income |
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$ |
2,875 |
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$ |
2,193 |
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The following investments held by the Plan through the Master Trust represent 5% or more of the Plans assets at December 31, 2007 and 2006:
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2007 |
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2006 |
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Sempra Energy common stock |
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$ |
62,098 |
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$ |
55,834 |
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Vanguard Institutional Index Fund |
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28,541 |
* |
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T. Rowe Price Personal Strategy Balanced Fund |
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17,380 |
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15,936 |
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T. Rowe Price Small-Cap Stock Fund |
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16,177 |
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18,459 |
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Fidelity Select International Fund |
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14,048 |
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11,345 |
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T. Rowe Price Equity Index Trust |
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27,372 |
* |
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* Effective April 2, 2007, the Vanguard Institutional Index Fund replaced the T. Rowe Price Equity Index Trust.
The Plan, through the Master Trust, invests in various securities as detailed above. 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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6. NONPARTICIPANT DIRECTED INVESTMENTS (DOLLARS IN THOUSANDS)
The Companys nonelective matching contributions to the Plan are invested solely in Sempra Energy common stock. These contributions are classified as nonparticipant directed investments despite the employees 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 Master Trust, and the significant components of the changes therein, for the years ended December 31, 2007 and 2006, are as follows:
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2007 |
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2006 |
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Nonparticipant directed assets Sempra Energy common stock in the Master Trust |
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$ |
40,051 |
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$ |
37,581 |
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Changes in assets: |
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Contributions |
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$ |
2,735 |
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$ |
2,642 |
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Net appreciation and dividend income |
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5,628 |
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7,338 |
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Distributions to participants or their beneficiaries |
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(2,803 |
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(2,546 |
) |
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Transfers to participant directed investments |
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(3,728 |
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(2,561 |
) |
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Transfers (to) from plans of related entities |
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638 |
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(1,306 |
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Total change in assets |
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$ |
2,470 |
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$ |
3,567 |
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7. SUBSEQUENT EVENTS
Effective January 1, 2008, the employee contribution salary deferral limits have increased from 25% to 50% of eligible pay on a pretax basis, an after-tax basis or a combination thereof.
Effective August 1, 2008, the Fidelity US Bond Index Fund will be replaced by Vanguard Total Bond Market Index Fund.
Effective August 1, 2008, the fee currently paid in the T. Rowe Price Stable Value Fund will be lowered from 0.45% to 0.25% of total fund assets. The fee is used primarily to pay normal operating expenses, including custodial, accounting and investment advisory fees.
******
10
SUPPLEMENTAL SCHEDULE
11
SEMPRA ENERGY SAVINGS PLAN
FORM 5500, SCHEDULE H, LINE 4i
SCHEDULE OF ASSETS (HELD AT END OF YEAR)
AS OF DECEMBER 31, 2007
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(c) |
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(b) |
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Description of Investment |
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(e) |
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Identity of Issuer, Borrower, |
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Including Maturity Date, |
|
(d) |
|
Current |
|
|
(a) |
|
Lessor, or Similar Party |
|
Rate of Interest, Collateral |
|
Cost |
|
Value |
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
Participant loans |
|
Interest rates from 5.00% to 10.50%; maturities from January 2008 through July 2022 |
|
** |
|
$ |
1,889,841 |
|
* Party-in-interest to the Plan
** Cost not required to be presented for participant directed investments
12
San Diego Gas & Electric Company Savings Plan
Financial Statements as of and for the Years Ended December 31, 2007 and 2006, Supplemental Schedule as of December 31, 2007, and Report of Independent Registered Public Accounting Firm
SAN DIEGO GAS & ELECTRIC COMPANY SAVINGS PLAN
TABLE OF CONTENTS
|
Page |
|
|
1 |
|
|
|
FINANCIAL STATEMENTS AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2007 AND 2006: |
|
|
|
2 |
|
|
|
3 |
|
|
|
410 |
|
|
|
SUPPLEMENTAL SCHEDULE AS OF DECEMBER 31, 2007: |
|
|
|
Form 5500, Schedule H, Line 4i Schedule of Assets (Held at End of Year) |
12 |
NOTE: |
|
Other schedules required by the Department of Labors 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. |
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, 2007 and 2006, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plans management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the 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 Plans 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, 2007 and 2006, and the changes in net assets available for benefits for the years then ended in conformity with accounting principles generally accepted in the United States of America.
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, 2007, 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 Labors Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plans management. Such schedule has been subjected to the auditing procedures applied in our audit of the basic 2007 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 27, 2008
SAN DIEGO GAS & ELECTRIC COMPANY SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 2007 AND 2006
(Dollars in thousands)
|
|
2007 |
|
2006 |
|
||
|
|
|
|
|
|
||
CASH AND CASH EQUIVALENTS |
|
$ |
27 |
|
$ |
8 |
|
|
|
|
|
|
|
||
INVESTMENT Investment in Sempra Energy Savings Master Trust |
|
858,648 |
|
810,802 |
|
||
|
|
|
|
|
|
||
RECEIVABLES: |
|
|
|
|
|
||
Dividends |
|
1,785 |
|
1,853 |
|
||
Employer contributions |
|
3,147 |
|
2,950 |
|
||
|
|
|
|
|
|
||
Total receivables |
|
4,932 |
|
4,803 |
|
||
|
|
|
|
|
|
||
NET ASSETS AVAILABLE FOR BENEFITS |
|
$ |
863,607 |
|
$ |
815,613 |
|
See notes to financial statements.
2
SAN DIEGO GAS & ELECTRIC COMPANY SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEARS ENDED DECEMBER 31, 2007 AND 2006
(Dollars in thousands)
|
|
2007 |
|
2006 |
|
||
|
|
|
|
|
|
||
ADDITIONS: |
|
|
|
|
|
||
Net investment income Plan interest in Sempra Energy Savings Master Trust investment income |
|
$ |
68,556 |
|
$ |
138,881 |
|
|
|
|
|
|
|
||
Contributions: |
|
|
|
|
|
||
Employer |
|
12,132 |
|
11,265 |
|
||
Participating employees |
|
39,787 |
|
36,712 |
|
||
|
|
|
|
|
|
||
Total contributions |
|
51,919 |
|
47,977 |
|
||
|
|
|
|
|
|
||
Transfers from plans of related entities |
|
1,899 |
|
20,236 |
|
||
|
|
|
|
|
|
||
Total additions |
|
122,374 |
|
207,094 |
|
||
|
|
|
|
|
|
||
DEDUCTIONS: |
|
|
|
|
|
||
Distributions to participants or their beneficiaries |
|
67,110 |
|
37,926 |
|
||
Transfers to plans of related entities |
|
7,119 |
|
6,374 |
|
||
Administrative expenses |
|
151 |
|
146 |
|
||
|
|
|
|
|
|
||
Total deductions |
|
74,380 |
|
44,446 |
|
||
|
|
|
|
|
|
||
NET INCREASE |
|
47,994 |
|
162,648 |
|
||
|
|
|
|
|
|
||
NET ASSETS AVAILABLE FOR BENEFITS Beginning of year |
|
815,613 |
|
652,965 |
|
||
|
|
|
|
|
|
||
NET ASSETS AVAILABLE FOR BENEFITS End of year |
|
$ |
863,607 |
|
$ |
815,613 |
|
See notes to financial statements.
3
SAN DIEGO GAS & ELECTRIC COMPANY SAVINGS PLAN
AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2007 AND 2006
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 Plans 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 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).
Effective January 1, 2006, participants who had an account balance in two or more plans of the Company and Sempra Energy or its subsidiaries were informed that their multiple balances would be consolidated into a like plan sponsored by their current or most recent employer, unless they requested to have their balances remain in multiple plans.
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 Pursuant to 401(a) of the Internal Revenue Code (the IRC), participants may contribute up to 25% of eligible pay on a pretax basis, an after-tax basis, or a combination thereof. The IRC limited total individual pretax contributions to $15,500 and $15,000 in 2007 and 2006, respectively. Catch-up contributions are permitted for participants of at least 50 years of age. The catch up provision provided these participants the opportunity to contribute an additional $5,000 on a pretax basis for both 2007 and 2006 (remaining at $5,000 in 2008, with inflation adjustments after that until December 31, 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 2006 was the T. Rowe Price Personal Strategy Balanced Fund. For 2007, the default investment vehicle is the Retirement Fund at T. Rowe Price, with the fund option determined by the calculated retirement date of the participant.
Effective February 1, 2007, the initial automatic deferral amount of 3% of eligible pay automatically increases by 1% up to 6% every May. Employees hired after January 1, 2007, 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 matching contributions to the Plan equal to 50% of each participants contribution, up to 6% of eligible pay, each pay period. The Companys matching contributions are invested in Sempra Energy common stock. Total employer
4
nonelective matching contributions for the years ended December 31, 2007 and 2006, were $8,985,198 and $8,315,592, respectively.
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. Incentive contributions of 1% of eligible compensation were made for each of 2007 and 2006. The incentive contributions were made on March 14, 2008 and March 19, 2007, to all employees employed on December 31, 2007 and 2006, respectively. For 2007 and 2006, the contributions were made in the form of cash and invested according to each participants investment election on the date of contribution. Total discretionary incentive contributions for the years ended December 31, 2007 and 2006, were $3,147,076 and $2,949,690, respectively. These amounts are reflected in employer contributions receivable on the statements of net assets available for benefits as of December 31, 2007 and 2006, respectively.
Participant Accounts A separate account is established and maintained in the name of each participant and reflects the participants contributions, the employers 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 funds 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 participants 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 Plans 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, prior to February 1, 2007 and Tradelink Plus thereafter. Within the Tradelink brokerage account, participants could invest a maximum of 50% of the value of their accounts (excluding the employer matching account). Effective February 1, 2007, the brokerage account was changed to Tradelink Plus. Within the Tradelink Plus brokerage account, participants may invest a maximum of 10% of the value of their accounts (excluding the employer matching account). This change does not affect the account balances prior to the change.
Payment of Dividends Cash dividends on the shares of Sempra Energy common stock held in the account balances of active employees are reinvested in Sempra Energy common stock. Former employees that elect to leave their accounts in the Plan have a one-time election to receive distributions of cash dividends on the shares of Sempra Energy common stock in their account balances or to reinvest the dividends in Sempra Energy common stock.
5
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 Plans recordkeeper; therefore, these transactions qualify as party-in-interest transactions.
Certain administrative functions of the Plan are performed by officers or employees of Sempra Energy. No such officer or employee of the Company 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 $151,036 and $145,847 for the years ended December 31, 2007 and 2006, respectively.
At December 31, 2007 and 2006, the Plan held, through the Master Trust, 6,396,012 and 6,880,755 shares of common stock of Sempra Energy, the sponsoring employer, with a cost basis of $360,069,889 and $306,393,884 and recorded dividend income of $7,371,893 and $7,425,768, respectively, during the years then ended.
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.
Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 may differ from those estimates.
Adoption of New Accounting Pronouncements In September 2006, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 157, Fair Value Measurements. SFAS No. 157 establishes a single authoritative definition of fair value, sets a framework for measuring fair value and requires additional disclosures about fair value measurements. SFAS No. 157 is effective for financial statements issued for the plan for fiscal years beginning after November 17, 2007. Plan management does not expect the adoption of SFAS No. 157 to have a material impact on the Plans net assets available for benefits or changes in net assets available for benefits.
6
Investment Valuation and Income Recognition The fair value of the Plans interest in the Master Trust is based on the beginning of year value of the Plans 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. In the Master Trust, participant loans (see Note 4) are carried at outstanding loan balances plus accrued interest.
The Master Trusts investments are stated at fair value. Shares of mutual funds are valued at quoted market prices, which represent the net asset value of shares held by the Master Trust at year-end. Common/collective trust funds are stated at estimated fair value as determined by the issuer of the common/collective trust funds based on the unit values of the funds. Unit values are determined by dividing the funds net assets, which represent the quoted fair market values of the underlying investments, by its units outstanding at the valuation dates.
The Master Trust invests in the T. Rowe Price Stable Value Common Trust Fund, which is a stable value fund. The fund invests principally in guaranteed investment contracts (GICs) issued by insurance companies, investment contracts issued by banks, synthetic investment contracts (SICs) issued by banks, insurance companies and other issuers, and securities supporting such SICs, and other similar instruments which are intended to maintain a constant net asset value. Participants may ordinarily 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. Contract value approximates fair value at December 31, 2007 and 2006.
Effective January 1, 2006, the Plan adopted FASB Staff Position AAG INV-1 and SOP 94-4-1, Reporting of Fully Benefit-Responsive Investment Contracts Held by Certain Investment Companies Subject to the AICPA Investment Company Guide and Defined Contribution Health and Welfare and Pension Plans (the FSP). Under the FSP, investment contracts held by a defined contribution plan are required to be reported at fair value with an additional line item showing an adjustment of fully benefit-responsive contracts from fair value to contract value. The adoption of the FSP did not have a material effect on the Plans financial statements and did not impact the amount of net assets available for benefits.
Purchases and sales of securities are recorded on the trade dates. 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 $1,630,570 and $2,376,692 at December 31, 2007 and 2006, respectively.
3. TAX STATUS
The Internal Revenue Service (IRS) 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 Plans financial statements.
7
4. PARTICIPANT LOANS
The Plan permits participants to borrow against the balances in their individual accounts within the Master Trust. 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. Primary residence loans are amortized over 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 December 31, 2007 and 2006, interest rates on loans ranged from 5.0% to 10.5%, in both years, and, as of December 31, 2007, had maturity dates through November 2022. The balance of the Plans participant loans of $15,061,103 and $12,892,016 is included in Investment in Sempra Energy Savings Master Trust on the statement of net assets available for benefits as of December 31, 2007 and 2006, respectively.
5. INVESTMENTS IN THE MASTER TRUST (DOLLARS IN THOUSANDS)
The Plans assets 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 Plans interest in the net assets 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 participants pro-rata share, per share calculation, or by transaction in a specific fund. At both December 31, 2007 and 2006, the Plans interest in the net assets of the Master Trust was approximately 39%.
The net assets available for benefits of the Master Trust at December 31, 2007 and 2006, are summarized as follows:
|
|
2007 |
|
2006 |
|
||
|
|
|
|
|
|
||
At fair value: |
|
|
|
|
|
||
Sempra Energy common stock |
|
$ |
997,411 |
|
$ |
976,079 |
|
Mutual funds |
|
935,745 |
|
595,147 |
|
||
At estimated fair value common/collective trusts |
|
217,407 |
|
458,160 |
|
||
At cost participant loans |
|
40,015 |
|
35,511 |
|
||
|
|
|
|
|
|
||
Net assets available for benefits |
|
$ |
2,190,578 |
|
$ |
2,064,897 |
|
8
Net appreciation, and dividend and interest income for the Master Trust for the years ended December 31, 2007 and 2006, are as follows:
|
|
2007 |
|
2006 |
|
||
|
|
|
|
|
|
||
Net appreciation of investments at fair value: |
|
|
|
|
|
||
Sempra Energy common stock |
|
$ |
99,550 |
|
$ |
200,176 |
|
Mutual funds |
|
18,891 |
|
36,229 |
|
||
Net (depreciation) appreciation of investments at estimated fair value: |
|
|
|
|
|
||
Common/collective trusts |
|
(23,649 |
) |
56,121 |
|
||
|
|
|
|
|
|
||
Net appreciation of investments |
|
$ |
94,792 |
|
$ |
292,526 |
|
|
|
|
|
|
|
||
Dividend income |
|
$ |
80,240 |
|
$ |
51,388 |
|
Interest income |
|
$ |
2,875 |
|
$ |
2,193 |
|
The following investments held by the Plan through the Master Trust represent 5% or more of the Plans assets at December 31, 2007 and 2006:
|
|
2007 |
|
2006 |
|
||
|
|
|
|
|
|
||
Sempra Energy common stock |
|
$ |
395,785 |
|
$ |
385,598 |
|
Vanguard Institutional Index Fund |
|
109,704 |
* |
|
|
||
T. Rowe Price Small-Cap Stock Fund |
|
65,609 |
|
72,668 |
|
||
Fidelity Select International Fund |
|
53,001 |
|
44,446 |
|
||
T. Rowe Personal Strategy Balanced Fund |
|
49,680 |
|
41,882 |
|
||
T. Rowe Price Equity Index Trust |
|
|
|
112,235 |
* |
||
* Effective April 2, 2007, the Vanguard Institutional Index Fund replaced the T. Rowe Price Equity Index Trust.
The Plan, through the Master Trust, invests in various securities as detailed above. 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.
9
6. NONPARTICIPANT DIRECTED INVESTMENTS (DOLLARS IN THOUSANDS)
The Companys nonelective matching contributions to the Plan are invested solely in Sempra Energy common stock. These contributions are classified as nonparticipant directed investments, despite the employees ability to subsequently transfer them into other investments. The investment of the employer discretionary incentive contributions follows participant direction. Information about the Sempra Energy common stock investments held by the Master Trust, and the significant components of the changes therein, for the years ended December 31, 2007 and 2006, are as follows:
|
|
2007 |
|
2006 |
|
||
|
|
|
|
|
|
||
Nonparticipant directed assets Sempra Energy common stock in the Master Trust |
|
$ |
203,276 |
|
$ |
198,378 |
|
|
|
|
|
|
|
||
Changes in assets: |
|
|
|
|
|
||
Contributions |
|
$ |
8,986 |
|
$ |
8,316 |
|
Net appreciation and dividend income |
|
23,229 |
|
45,553 |
|
||
Distributions to participants or their beneficiaries |
|
(13,348 |
) |
(8,028 |
) |
||
Transfers to participant directed investments |
|
(13,333 |
) |
(8,620 |
) |
||
Transfers (to) from plans of related entities |
|
(636 |
) |
2,032 |
|
||
|
|
|
|
|
|
||
Total change in assets |
|
$ |
4,898 |
|
$ |
39,253 |
|
7. SUBSEQUENT EVENTS
Effective January 1, 2008, employer contributions for the Plan are funded, in part, from the Sempra Energy Employee Stock Ownership Plan.
Also effective January 1, 2008, for non-represented participants only, the employee contribution salary deferral limits have increased from 25% to 50% of eligible pay on a pretax basis, an after-tax basis or a combination thereof.
Effective August 1, 2008, the Fidelity US Bond Index Fund will be replaced by Vanguard Total Bond Market Index Fund.
Effective August 1, 2008, the fee currently paid in the T. Rowe Price Stable Value Fund will be lowered from 0.45% to 0.25% of total fund assets. The fee is used primarily to pay normal operating expenses, including custodial, accounting and investment advisory fees.
******
10
SUPPLEMENTAL SCHEDULE
11
SAN DIEGO GAS & ELECTRIC COMPANY SAVINGS PLAN
FORM 5500, SCHEDULE H, LINE 4i
SCHEDULE OF ASSETS (HELD AT END OF YEAR)
AS OF DECEMBER 31, 2007
|
|
|
|
(c) |
|
|
|
|
|
|
|
|
(b) |
|
Description of Investment |
|
|
|
(e) |
|
|
|
|
Identity of Issuer, Borrower, |
|
Including Maturity Date, |
|
(d) |
|
Current |
|
|
(a) |
|
Lessor, or Similar Party |
|
Rate of Interest, Collateral |
|
Cost |
|
Value |
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
Participant loans |
|
Interest rates from 5.0% to 10.5%; maturities from January 2008 through November 2022 |
|
** |
|
$ |
15,061,103 |
|
* Party-in-interest to the Plan
** Cost not required to be presented for participant directed investments
12
Southern California Gas Company Retirement Savings Plan
Financial Statements as of and for the Years Ended December 31, 2007 and 2006, Supplemental Schedule as of December 31, 2007, and Report of Independent Registered Public Accounting Firm
SOUTHERN
CALIFORNIA GAS COMPANY
RETIREMENT SAVINGS PLAN
TABLE OF CONTENTS
|
Page |
|
|
1 |
|
|
|
FINANCIAL STATEMENTS AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2007 AND 2006: |
|
|
|
2 |
|
|
|
3 |
|
|
|
4-10 |
|
|
|
SUPPLEMENTAL SCHEDULE AS OF DECEMBER 31, 2007: |
|
|
|
Form 5500, Schedule H, Line 4i Schedule of Assets (Held at End of Year) |
12 |
NOTE: |
Other schedules required by the Department of Labors 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. |
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, 2007 and 2006, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plans management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the 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 Plans 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, 2007 and 2006, and the changes in net assets available for benefits for the years then ended in conformity with accounting principles generally accepted in the United States of America.
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, 2007, 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 Labors Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plans management. Such schedule has been subjected to the auditing procedures applied in our audit of the basic 2007 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 27, 2008
SOUTHERN CALIFORNIA GAS COMPANY
RETIREMENT SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 2007 AND 2006
(Dollars in thousands)
|
|
2007 |
|
2006 |
|
||
|
|
|
|
|
|
||
CASH AND CASH EQUIVALENTS |
|
$ |
112 |
|
$ |
318 |
|
|
|
|
|
|
|
||
INVESTMENT Investment in Sempra Energy Savings Master Trust |
|
1,073,035 |
|
1,026,439 |
|
||
|
|
|
|
|
|
||
RECEIVABLES: |
|
|
|
|
|
||
Dividends |
|
2,255 |
|
2,380 |
|
||
Employer contributions |
|
1,311 |
|
1,231 |
|
||
|
|
|
|
|
|
||
Total receivables |
|
3,566 |
|
3,611 |
|
||
|
|
|
|
|
|
||
NET ASSETS AVAILABLE FOR BENEFITS |
|
$ |
1,076,713 |
|
$ |
1,030,368 |
|
See notes to financial statements.
2
SOUTHERN CALIFORNIA GAS COMPANY
RETIREMENT SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEARS ENDED DECEMBER 31, 2007 AND 2006
(Dollars in thousands)
|
|
2007 |
|
2006 |
|
||
|
|
|
|
|
|
||
ADDITIONS: |
|
|
|
|
|
||
Net investment income Plan interest in Sempra Energy Savings Master Trust investment income |
|
$ |
89,467 |
|
$ |
173,477 |
|
|
|
|
|
|
|
||
Contributions: |
|
|
|
|
|
||
Employer |
|
12,098 |
|
11,423 |
|
||
Participating employees |
|
40,850 |
|
38,115 |
|
||
|
|
|
|
|
|
||
Total contributions |
|
52,948 |
|
49,538 |
|
||
|
|
|
|
|
|
||
Transfers from plans of related entities |
|
1,550 |
|
3,814 |
|
||
|
|
|
|
|
|
||
Total additions |
|
143,965 |
|
226,829 |
|
||
|
|
|
|
|
|
||
DEDUCTIONS: |
|
|
|
|
|
||
Distributions to participants or their beneficiaries |
|
95,191 |
|
64,465 |
|
||
Transfers to plans of related entities |
|
2,224 |
|
6,625 |
|
||
Administrative expenses |
|
205 |
|
199 |
|
||
|
|
|
|
|
|
||
Total deductions |
|
97,620 |
|
71,289 |
|
||
|
|
|
|
|
|
||
NET INCREASE |
|
46,345 |
|
155,540 |
|
||
|
|
|
|
|
|
||
NET ASSETS AVAILABLE FOR BENEFITS Beginning of year |
|
1,030,368 |
|
874,828 |
|
||
|
|
|
|
|
|
||
NET ASSETS AVAILABLE FOR BENEFITS End of year |
|
$ |
1,076,713 |
|
$ |
1,030,368 |
|
See notes to financial statements.
3
SOUTHERN
CALIFORNIA GAS COMPANY
RETIREMENT SAVINGS PLAN
AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2007 AND 2006
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 Plans provisions.
General The Plan is a defined contribution plan that provides employees of Southern California Gas Company (the Company or Employer) with retirement benefits. All 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).
Effective January 1, 2006, participants who had an account balance in two or more plans of the Company and Sempra Energy or its subsidiaries were informed that their multiple balances would be consolidated into a like plan sponsored by their current or most recent employer, unless they requested to have their balances remain in multiple plans.
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 Pursuant to Section 401(a) of the Internal Revenue Code (the IRC), participants may contribute up to 25% of eligible pay on a pretax basis, an after-tax basis, or a combination thereof. The IRC limited total individual pretax contributions to $15,500 and $15,000 in 2007 and 2006, respectively. Catch-up contributions are permitted for participants of at least 50 years of age. The catch-up provision provided these participants the opportunity to contribute an additional $5,000 on a pretax basis for both 2007 and 2006 (remaining at $5,000 in 2008, with inflation adjustments after that until December 31, 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 2006 was the T. Rowe Price Personal Strategy Balanced Fund. For 2007, the default investment vehicle is the Retirement Fund at T. Rowe Price with the fund option determined by the calculated retirement date of the participant.
Employer Nonelective Matching Contribution The Company makes matching contributions to the Plan equal to 50% of each participants 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. Total employer nonelective matching contributions for the years ended December 31, 2007 and 2006, were $10,786,241 and $10,191,603, respectively.
4
Discretionary Incentive Contribution If established performance goals and targets of Sempra Energy are met in accordance with the terms of the incentive match 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. Incentive contributions of 1% of eligible compensation were made for each of 2007 and 2006, respectively. The incentive contributions were made on March 14, 2008 and March 19, 2007, to all employees employed on December 31, 2007 and 2006, respectively. For 2007 and 2006, the contributions were made in the form of cash and stock and invested according to each participants investment election on the date of contribution. Total discretionary incentive contributions for the years ended December 31, 2007 and 2006, were $1,311,359 and $1,231,198, respectively. These amounts are reflected in employer contributions receivable on the statements of net assets available for benefits as of December 31, 2007 and 2006, respectively.
Participant Accounts A separate account is established and maintained in the name of each participant and reflects the participants contributions, the employers 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 funds 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 participants 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 Plans 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. Within the Tradelink brokerage account, participants may invest a maximum of 50% of the value of their accounts (excluding the employer matching account).
Payment of Dividends Cash dividends on the shares of Sempra Energy common stock held in the account balances of active employees are reinvested in Sempra Energy common stock. Former employees that elect to leave their accounts in the Plan have a one-time election to receive distributions of cash dividends on the shares of Sempra Energy common stock in their account balances or to reinvest the dividends in Sempra Energy common stock.
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.
5
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 Plans recordkeeper; therefore, these transactions qualify as party-in-interest transactions.
Certain administrative functions of the Plan are performed by officers or employees of Sempra Energy. No such officer or employee of the Company 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 $204,764 and $199,562 for the years ended December 31, 2007 and 2006, respectively.
At December 31, 2007 and 2006, the Plan held, through the Master Trust, 8,389,168 and 9,194,976 shares of common stock of Sempra Energy, the sponsoring employer, with a cost basis of $472,211,847 and $414,258,001 and recorded dividend income of $9,391,659 and $9,860,032, respectively, during the years then ended.
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.
Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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.
Adoption of New Accounting Pronouncements In September 2006, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 157, Fair Value Measurements. SFAS No. 157 establishes a single authoritative definition of fair value, sets a framework for measuring fair value and requires additional disclosures about fair value measurements. SFAS No. 157 is effective for financial statements issued for the plan for fiscal years beginning after November 17, 2007. Plan management does not expect the adoption of SFAS No. 157 to have a material impact on the Plans net assets available for benefits or changes in net assets available for benefits.
Investment Valuation and Income Recognition The fair value of the Plans interest in the Master Trust is based on the beginning of year value of the Plans 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. In the Master Trust, participant loans (see Note 4) are carried at outstanding loan balances plus accrued interest.
The Master Trusts investments are stated at fair value. Shares of mutual funds are valued at quoted market prices, which represent the net asset value of shares held by the Master Trust at year-end. Common/collective trust funds are stated at estimated fair value as determined by the issuer of the common/collective trust funds based on the unit values of the funds. Unit values are determined by
6
dividing the funds net assets, which represent the quoted fair market values of the underlying investments, by its units outstanding at the valuation dates.
The Master Trust invests in the T. Rowe Price Stable Value Common Trust Fund, which is a stable value fund. The fund invests principally in guaranteed investment contracts (GICs) issued by insurance companies, investment contracts issued by banks, synthetic investment contracts (SICs) issued by banks, insurance companies and other issuers, and securities supporting such SICs, and other similar instruments which are intended to maintain a constant net asset value. Participants may ordinarily 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. Contract value approximates fair value at December 31, 2007 and 2006.
Effective January 1, 2006, the Plan adopted FASB Staff Position AAG INV-1 and SOP 94-4-1, Reporting of Fully Benefit-Responsive Investment Contracts Held by Certain Investment Companies Subject to the AICPA Investment Company Guide and Defined Contribution Health and Welfare and Pension Plans (the FSP). Under the FSP, investment contracts held by a defined contribution plan are required to be reported at fair value with an additional line item showing an adjustment of fully benefit-responsive contracts from fair value to contract value. The adoption of the FSP did not have a material effect on the Plans financial statements and did not impact the amount of net assets available for benefits.
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 $618,485 and $7,014 at December 31, 2007 and 2006, respectively.
3. TAX STATUS
The Internal Revenue Service (IRS) 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 Plans 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 Plans financial statements.
4. PARTICIPANT LOANS
The Plan permits participants to borrow against the balances in their individual accounts within the Master Trust. 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. Primary residence loans have 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 December 31, 2007 and 2006, interest rates on loans ranged from 5% to 10.5%, in both years, and, as of December 31, 2007, had maturity dates through December 2022. The balance of the Plans participant loans of $22,143,361 and $19,746,540 is included in Investment in Sempra Energy Savings Master Trust on the statements of net assets available for benefits as of December 31, 2007 and 2006, respectively.
7
5. INVESTMENTS IN THE MASTER TRUST (DOLLARS IN THOUSANDS)
The Plans assets 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 Plans interest in the net assets 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 participants pro-rata share, per share calculation, or a transaction in an individual fund. At December 31, 2007 and 2006, the Plans interest in the net assets of the Master Trust was approximately 49% and 50%, respectively.
The net assets available for benefits of the Master Trust at December 31, 2007 and 2006, are summarized as follows:
|
|
2007 |
|
2006 |
|
||
|
|
|
|
|
|
||
At fair value: |
|
|
|
|
|
||
Sempra Energy common stock |
|
$ |
997,411 |
|
$ |
976,079 |
|
Mutual funds |
|
935,745 |
|
595,147 |
|
||
At estimated fair value common/collective trusts |
|
217,407 |
|
458,160 |
|
||
At cost participant loans |
|
40,015 |
|
35,511 |
|
||
|
|
|
|
|
|
||
Net assets available for benefits |
|
$ |
2,190,578 |
|
$ |
2,064,897 |
|
Net appreciation and dividend and interest income for the Master Trust for the years ended December 31, 2007 and 2006, are as follows:
|
|
2007 |
|
2006 |
|
||
|
|
|
|
|
|
||
Net appreciation of investments at fair value: |
|
|
|
|
|
||
Sempra Energy common stock |
|
$ |
99,550 |
|
$ |
200,176 |
|
Mutual funds |
|
18,891 |
|
36,229 |
|
||
Net (depreciation) appreciation of investments at estimated fair value: |
|
|
|
|
|
||
Common/collective trusts |
|
(23,649 |
) |
56,121 |
|
||
|
|
|
|
|
|
||
Net appreciation of investments |
|
$ |
94,792 |
|
$ |
292,526 |
|
|
|
|
|
|
|
||
Dividend income |
|
$ |
80,240 |
|
$ |
51,388 |
|
Interest income |
|
$ |
2,875 |
|
$ |
2,193 |
|
8
The following investments held by the Plan through the Master Trust represent 5% or more of the Plans assets at December 31, 2007 and 2006, are as follows:
|
|
2007 |
|
2006 |
|
||
|
|
|
|
|
|
||
Sempra Energy common stock |
|
$ |
519,122 |
|
$ |
515,286 |
|
Vanguard Institutional Index Fund |
|
116,174 |
* |
|
|
||
Personal Strategy Balanced Fund |
|
71,246 |
|
62,172 |
|
||
T. Rowe Price Stable Value Fund |
|
60,112 |
|
60,345 |
|
||
Small-Cap Stock Fund |
|
48,907 |
** |
53,756 |
|
||
T. Rowe Price Equity Index Trust |
|
|
|
117,030 |
* |
||
* Effective April 2, 2007, the Vanguard Institutional Index Fund replaced the T. Rowe Price Equity Index Trust.
** This investment does not represent 5% or more of the Plans assets at December 31, 2007, but is shown for comparative purposes.
The Plan, through the Master Trust, invests in various securities as detailed above. 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 Companys nonelective matching contributions to the Plan are invested solely in Sempra Energy common stock. These contributions are classified as nonparticipant directed investments, despite the employees 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 Master Trust, and the significant components of the changes therein, for the years ended December 31, 2007 and 2006, are as follows:
|
|
2007 |
|
2006 |
|
|||||||
|
|
|
|
|
|
|||||||
Nonparticipant directed investments Sempra Energy common stock in the Master Trust |
|
$ |
252,075 |
|
$ |
249,560 |
|
|||||
|
|
|
|
|
|
|||||||
Changes in assets: |
|
|
|
|
|
|||||||
Contributions |
|
$ |
10,786 |
|
$ |
10,191 |
|
|||||
Net appreciation and dividend income |
|
30,047 |
|
56,060 |
|
|||||||
Distributions to participants or their beneficiaries |
|
(15,074 |
) |
(10,584 |
) |
|||||||
Transfers to participant directed investments |
|
(23,242 |
) |
(20,942 |
) |
|||||||
Transfers to plans of related entities |
|
(2 |
) |
(371 |
) |
|||||||
|
|
|
|
|
|
|||||||
Total change in assets |
|
$ |
2,515 |
|
$ |
34,354 |
|
|||||
9
7. SUBSEQUENT EVENTS
Effective January 1, 2008, for non-represented participants only, the employee contribution salary deferral limits have increased from 25% to 50% of eligible pay on a pretax basis, an after-tax basis or a combination thereof.
Effective May 1, 2008, for non-represented participants, the initial automatic deferral amount of 3% of eligible pay automatically increases by 1% up to 6% every May.
Effective August 1, 2008, the Fidelity US Bond Index Fund will be replaced by Vanguard Total Bond Market Index Fund.
Effective August 1, 2008, the fee currently paid in the T. Rowe Price Stable Value Fund will be lowered from 0.45% to 0.25% of total fund assets. The fee is used primarily to pay normal operating expenses, including custodial, accounting and investment advisory fees.
******
10
SUPPLEMENTAL SCHEDULE
11
SOUTHERN CALIFORNIA GAS COMPANY
RETIREMENT SAVINGS PLAN
FORM 5500, SCHEDULE H, LINE 4i
SCHEDULE OF ASSETS (HELD AT END OF YEAR)
AS OF DECEMBER 31, 2007
|
|
|
|
(c) |
|
|
|
|
|
|
|
|
(b) |
|
Description of Investment |
|
|
|
(e) |
|
|
|
|
Identity of Issuer, Borrower, |
|
Including Maturity Date, Rate |
|
(d) |
|
Current |
|
|
(a) |
|
Lessor, or Similar Party |
|
of Interest, and Collateral |
|
Cost |
|
Value |
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
Participant loans |
|
Interest rates from 5.0% to 10.5%; maturities from January 2008 through December 2022 |
|
** |
|
$ |
22,143,361 |
|
* Party-in-interest to the Plan
** Cost not required to be presented for participant directed investments
12
Sempra Energy Trading Retirement Savings Plan
Financial Statements as of and for the Years Ended December 31, 2007 and 2006, Supplemental Schedule as of December 31, 2007, and Report of Independent Registered Public Accounting Firm
SEMPRA ENERGY TRADING RETIREMENT SAVINGS PLAN
TABLE OF CONTENTS
|
Page |
|
|
1 |
|
|
|
FINANCIAL STATEMENTS AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2007 AND 2006: |
|
|
|
2 |
|
|
|
3 |
|
|
|
410 |
|
|
|
SUPPLEMENTAL SCHEDULE AS OF DECEMBER 31, 2007: |
|
|
|
Form 5500, Schedule H, Line 4i Schedule of Assets (Held at End of Year) |
12 |
NOTE: |
|
Other schedules required by the Department of Labors 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. |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Trustees and Participants of the
Sempra Energy Trading Retirement Savings Plan:
San Diego, California
We have audited the accompanying statements of net assets available for benefits of the Sempra Energy Trading Retirement Savings Plan (the Plan) as of December 31, 2007 and 2006, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plans management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the 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 Plans 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, 2007 and 2006, and the changes in net assets available for benefits for the years then ended in conformity with accounting principles generally accepted in the United States of America.
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, 2007, 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 Labors Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plans management. Such schedule has been subjected to the auditing procedures applied in our audit of the basic 2007 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 27, 2008
SEMPRA ENERGY TRADING RETIREMENT SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 2007 AND 2006
(Dollars in thousands)
|
|
2007 |
|
2006 |
|
||
|
|
|
|
|
|
||
CASH AND CASH EQUIVALENTS |
|
$ |
8 |
|
$ |
3 |
|
|
|
|
|
|
|
||
INVESTMENT Investment in Sempra Energy Savings Master Trust |
|
64,002 |
|
52,517 |
|
||
|
|
|
|
|
|
||
RECEIVABLES: |
|
|
|
|
|
||
Dividends |
|
99 |
|
101 |
|
||
Employer contributions |
|
596 |
|
522 |
|
||
|
|
|
|
|
|
||
Total receivables |
|
695 |
|
623 |
|
||
|
|
|
|
|
|
||
NET ASSETS AVAILABLE FOR BENEFITS |
|
$ |
64,705 |
|
$ |
53,143 |
|
See notes to financial statements.
2
SEMPRA ENERGY TRADING RETIREMENT SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEARS ENDED DECEMBER 31, 2007 AND 2006
(Dollars in thousands)
|
|
2007 |
|
2006 |
|
||
|
|
|
|
|
|
||
ADDITIONS: |
|
|
|
|
|
||
Net investment income Plan interest in Sempra Energy Savings Master Trust investment income |
|
$ |
4,624 |
|
$ |
8,056 |
|
|
|
|
|
|
|
||
Contributions: |
|
|
|
|
|
||
Employer |
|
3,182 |
|
2,686 |
|
||
Participating employees |
|
6,256 |
|
4,928 |
|
||
|
|
|
|
|
|
||
Total contributions |
|
9,438 |
|
7,614 |
|
||
|
|
|
|
|
|
||
Transfers from plans of related entities |
|
|
|
185 |
|
||
|
|
|
|
|
|
||
Total additions |
|
14,062 |
|
15,855 |
|
||
|
|
|
|
|
|
||
DEDUCTIONS: |
|
|
|
|
|
||
Distributions to participants or their beneficiaries |
|
2,492 |
|
1,590 |
|
||
Transfers to plans of related entities |
|
|
|
572 |
|
||
Administrative expenses |
|
8 |
|
7 |
|
||
|
|
|
|
|
|
||
Total deductions |
|
2,500 |
|
2,169 |
|
||
|
|
|
|
|
|
||
NET INCREASE |
|
11,562 |
|
13,686 |
|
||
|
|
|
|
|
|
||
NET ASSETS AVAILABLE FOR BENEFITS Beginning of year |
|
53,143 |
|
39,457 |
|
||
|
|
|
|
|
|
||
NET ASSETS AVAILABLE FOR BENEFITS End of year |
|
$ |
64,705 |
|
$ |
53,143 |
|
See notes to financial statements.
3
SEMPRA ENERGY TRADING RETIREMENT SAVINGS PLAN
AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2007 AND 2006
1. PLAN DESCRIPTION AND RELATED INFORMATION
The following description of the Sempra Energy Trading Retirement Savings Plan (the Plan) is provided for general information purposes only and is operative until April 1, 2008 as described in Note 7. Participants should refer to the Plan document for a more complete description of the Plans provisions.
General The Plan is a defined contribution plan that provides employees of Sempra Energy Trading (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).
Effective January 1, 2006, participants who had an account balance in two or more plans of the Company and Sempra Energy and its subsidiaries were informed that their multiple balances would be consolidated into a like plan sponsored by their current or most recent employer, unless they requested to have their balances remain in multiple plans.
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 Pursuant to section 401(a) of the Internal Revenue Code (the IRC), participants may contribute up to 25% of eligible pay on a pretax basis, an after-tax basis, or a combination thereof. The IRC limited total individual pretax contributions to $15,500 and $15,000 in 2007 and 2006, respectively. Catch-up contributions are permitted for participants of at least 50 years of age. The catch-up provision provided these participants the opportunity to contribute an additional $5,000 on a pretax basis for both 2007 and 2006 (remaining at $5,000 in 2008, with inflation adjustments after that until December 31, 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 2006 was the T. Rowe Price Personal Strategy Balanced Fund. For 2007, the default investment vehicle is the Retirement Fund at T. Rowe Price, with the fund option determined by the calculated retirement date of the participant.
Effective February 1, 2007, the initial automatic deferral amount of 3% of eligible pay automatically increases by 1% up to 6% every May. Employees hired after January 1, 2007, have the option to opt-out and employees hired prior to that date have the option to opt-in.
Employer Nonelective Matching Contributions After one year of service in which an employee works at least 1,000 hours of service, the Company makes contributions to the Plan, each pay period, based on the participants contributions and years of service as follows:
4
Less than five years of service |
1/3 of participant contributions up to 6% of eligible pay |
Five to nine years of service |
2/3 of participant contributions up to 6% of eligible pay |
Ten years or more of service |
100% of participant contributions up to 6% of eligible pay |
The Company also provides an additional matching contribution of 15% of the participants total pre-tax contribution, subject to certain limitations described in the Plan document. This additional matching contribution was made for the years ended December 31, 2007 and 2006. The Companys nonelective matching contributions and additional matching contributions are invested in Sempra Energy common stock. Total employer nonelective matching contributions and additional matching contributions for the years ended December 31, 2007 and 2006, were $2,585,967 and $2,163,142, respectively.
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. Incentive contributions of 1% of eligible compensation were made for each of 2007 and 2006. The incentive contributions were made on March 14, 2008 and March 19, 2007, to all employees employed on December 31, 2007 and 2006, respectively. For 2007 and 2006, contributions were made in the form of cash and invested according to each participants investment election on the date of contribution. Total discretionary incentive contributions for the years ended December 31, 2007 and 2006, were $595,963 and $522,379, respectively. These amounts are reflected in employer contributions receivable on the statements of net assets available for benefits as of December 31, 2007 and 2006, respectively.
Participant Accounts A separate account is established and maintained in the name of each participant and reflects the participants contributions and the employers 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 funds 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 participants 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 Plans 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. Within the Tradelink brokerage account, participants may invest a maximum of 50% of the value of their accounts (excluding the employer matching 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 in their account balances 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.
5
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 Plans record-keeper; therefore, these transactions qualify as party-in-interest transactions.
Certain administrative functions of the Plan are performed by officers or employees of the Company and 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 investment management services were $7,410 and $6,610 for the years ended December 31, 2007 and 2006, respectively.
At December 31, 2007 and 2006, the Plan, through the Master Trust, held 318,183 and 335,772 shares of common stock of Sempra Energy, the sponsoring employer, with a cost basis of $18,041,434 and $15,148,652, and recorded dividend income of $431,406 and $401,004, respectively, during the years then ended.
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.
Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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.
Adoption of New Accounting Pronouncements In September 2006, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 157, Fair Value Measurements. SFAS No. 157 establishes a single authoritative definition of fair value, sets a framework for measuring fair value and requires additional disclosures about fair value measurements. SFAS No. 157 is effective for financial statements issued for the plan for fiscal years beginning after November 17, 2007. Plan management does not expect the adoption of SFAS No. 157 to have a material impact on the Plans net assets available for benefits or changes in net assets available for benefits.
6
Investment Valuation and Income Recognition The fair value of the Plans interest in the Master Trust is based on the beginning of year value of the Plans 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. In the Master Trust, participant loans (see Note 4) are carried at outstanding loan balances plus accrued interest.
The Master Trusts investments are stated at fair value. Shares of mutual funds are valued at quoted market prices, which represent the net asset value of shares held by the Master Trust at year-end. Common/collective trust funds are stated at estimated fair value as determined by the issuer of the common/collective trust funds based on the unit values of the funds. Unit values are determined by dividing the funds net assets, which represent the quoted fair market values of the underlying investments, by its units outstanding at the valuation dates.
The Master Trust invests in the T. Rowe Price Stable Value Common Trust Fund, which is a stable value fund. The fund invests principally in guaranteed investment contracts (GICs) issued by insurance companies, investment contracts issued by banks, synthetic investment contracts (SICs) issued by banks, insurance companies and other issuers, and securities supporting such SICs, and other similar instruments which are intended to maintain a constant net asset value. Participants may ordinarily 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. Contract value approximates fair value at December 31, 2007 and 2006.
Effective January 1, 2006, the Plan adopted FASB Staff Position AAG INV-1 and SOP 94-4-1, Reporting of Fully Benefit-Responsive Investment Contracts Held by Certain Investment Companies Subject to the AICPA Investment Company Guide and Defined Contribution Health and Welfare and Pension Plans (the FSP). Under the FSP, investment contracts held by a defined contribution plan are required to be reported at fair value with an additional line item showing an adjustment of fully benefit-responsive contracts from fair value to contract value. The adoption of the FSP did not have a material effect on the Plans financial statements and did not impact the amount of net assets available for benefits.
Purchases and sales of securities are recorded on the trade dates. 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 at December 31, 2007 and 2006, respectively.
3. TAX STATUS
The Internal Revenue Service (IRS) 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 Plans financial statements.
7
4. PARTICIPANT LOANS
The Plan permits participants to borrow against the balances in their individual accounts within the Master Trust. 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. Primary residence loans have 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 December 31, 2007 and 2006, interest rates on loans ranged from 5.0% to 9.25% in both years and as of December 31, 2007 had maturity dates through June 2022. The balance of the Plans participant loans of $661,778 and $682,581 is included in Investment in Sempra Energy Savings Master Trust on the statements of net assets available for benefits as of December 31, 2007 and 2006, respectively.
5. INVESTMENTS IN THE MASTER TRUST (DOLLARS IN THOUSANDS)
The Plans assets 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 Plans interest in the net assets 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 participants pro rata share, per share calculation, or by transaction in a specific fund. At both December 31, 2007 and 2006, the Plans interest in the net assets of the Master Trust was approximately 3%.
Net assets available for benefits of the Master Trust at December 31, 2007 and 2006, are as follows:
|
|
2007 |
|
2006 |
|
||
|
|
|
|
|
|
||
At fair value: |
|
|
|
|
|
||
Sempra Energy common stock |
|
$ |
997,411 |
|
$ |
976,079 |
|
Mutual funds |
|
935,745 |
|
595,147 |
|
||
At estimated fair value common/collective trusts |
|
217,407 |
|
458,160 |
|
||
At cost participant loans |
|
40,015 |
|
35,511 |
|
||
|
|
|
|
|
|
||
Net assets available for benefits |
|
$ |
2,190,578 |
|
$ |
2,064,897 |
|
8
Net appreciation and dividend and interest income for the Master Trust for the years ended December 31, 2007 and 2006, are as follows:
|
|
2007 |
|
2006 |
|
||
|
|
|
|
|
|
||
Net appreciation of investments at fair value: |
|
|
|
|
|
||
Sempra Energy common stock |
|
$ |
99,550 |
|
$ |
200,176 |
|
Mutual funds |
|
18,891 |
|
36,229 |
|
||
Net (depreciation) appreciation of investments at estimated fair value: |
|
|
|
|
|
||
Common/collective trusts |
|
(23,649 |
) |
56,121 |
|
||
|
|
|
|
|
|
||
Net appreciation of investments |
|
$ |
94,792 |
|
$ |
292,526 |
|
|
|
|
|
|
|
||
Dividend income |
|
$ |
80,240 |
|
$ |
51,388 |
|
Interest income |
|
$ |
2,875 |
|
$ |
2,193 |
|
The following investments held by the Plan through the Master Trust at December 31, 2007 and 2006, represent 5% or more of the Plans assets:
|
|
2007 |
|
2006 |
|
||
|
|
|
|
|
|
||
Sempra Energy common stock |
|
$ |
19,689 |
|
$ |
18,817 |
|
Vanguard Institutional Index Fund |
|
7,014 |
* |
|
|
||
Fidelity Select International Fund |
|
6,504 |
|
4,453 |
|
||
T. Rowe Price Personal Strategy Balanced Fund |
|
5,716 |
|
3,955 |
|
||
T. Rowe Price Small-Cap Stock Fund |
|
4,723 |
|
4,730 |
|
||
T. Rowe Price Personal Strategy Growth Fund |
|
3,639 |
|
3,182 |
|
||
T. Rowe Price Equity Index Trust |
|
|
|
6,036 |
* |
||
* Effective April 2, 2007, the Vanguard Institutional Index Fund replaced the T. Rowe Price Equity Index Trust.
The Plan, through the Master Trust, invests in various securities as detailed above. 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.
9
6. NONPARTICIPANT DIRECTED INVESTMENTS (DOLLARS IN THOUSANDS)
The Companys nonelective matching contributions and any additional matching contributions to the Plan are invested solely in Sempra Energy common stock. These contributions are classified as nonparticipant directed investments, despite the employees 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 Master Trust, and the significant components of the changes therein, for the years ended December 31, 2007 and 2006, are as follows:
|
|
2007 |
|
2006 |
|
||
|
|
|
|
|
|
||
Nonparticipant directed assets Sempra Energy common stock in the Master Trust |
|
$ |
15,224 |
|
$ |
14,501 |
|
|
|
|
|
|
|
||
Changes in assets: |
|
|
|
|
|
||
Contributions |
|
$ |
2,566 |
|
$ |
2,155 |
|
Net appreciation and dividend income |
|
1,856 |
|
3,092 |
|
||
Distributions to participants or their beneficiaries |
|
(416 |
) |
(348 |
) |
||
Transfers to participant directed investments |
|
(3,283 |
) |
(560 |
) |
||
Transfers (to) from plans of related entities |
|
|
|
(48 |
) |
||
|
|
|
|
|
|
||
Total change in assets |
|
$ |
723 |
|
$ |
4,291 |
|
7. SUBSEQUENT EVENT
On April 1, 2008, the parent company sold its interest in the Employer to a joint venture created in a transaction with the Royal Bank of Scotland. As of that date, the Plan will provide retiree benefits for employees of the newly created joint venture and the Plans net assets available for benefits were transferred from the Master Trust to a newly created stand-alone trust.
******
10
SUPPLEMENTAL SCHEDULE
11
SEMPRA ENERGY TRADING RETIREMENT SAVINGS PLAN
FORM 5500, SCHEDULE H, LINE 4i
SCHEDULE OF ASSETS (HELD AT END OF YEAR)
AS OF DECEMBER 31, 2007
|
|
|
|
(c) |
|
|
|
|
|
|
|
|
(b) |
|
Description of Investment |
|
|
|
(e) |
|
|
|
|
Identity of Issuer, Borrower, |
|
Including Maturity Date, |
|
(d) |
|
Current |
|
|
(a) |
|
Lessor, or Similar Party |
|
Rate of Interest, Collateral |
|
Cost |
|
Value |
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
Participant loans |
|
Interest rates from 5% to 9.25%; maturities from April 2008 through June 2022 |
|
** |
|
$ |
661,778 |
|
* |
Party-in-interest to the Plan |
** |
Cost not applicable for participant directed investments |
12
Mesquite Power, LLC Savings Plan
Financial Statements as of and for the Years Ended December 31, 2007 and 2006, Supplemental Schedule as of December 31, 2007, and Report of Independent Registered Public Accounting Firm
MESQUITE POWER, LLC SAVINGS PLAN
TABLE OF CONTENTS
|
|
Page |
|
|
|
|
1 |
|
|
|
|
FINANCIAL STATEMENTS AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2007 AND 2006: |
|
|
|
|
|
|
2 |
|
|
|
|
|
3 |
|
|
|
|
|
410 |
|
|
|
|
SUPPLEMENTAL SCHEDULE AS OF DECEMBER 31, 2007: |
|
|
|
|
|
Form 5500, Schedule H, Line 4i Schedule of Assets (Held at End of Year) |
|
12 |
NOTE: |
|
Other schedules required by the Department of Labors 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. |
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, 2007 and 2006, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plans management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the 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 Plans 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, 2007 and 2006, and the changes in net assets available for benefits for the years then ended in conformity with accounting principles generally accepted in the United States of America.
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, 2007, 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 Labors Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plans management. Such schedule has been subjected to the auditing procedures applied in our audit of the basic 2007 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 27, 2008
MESQUITE POWER, LLC SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 2007 AND 2006
|
|
2007 |
|
2006 |
|
||
|
|
|
|
|
|
||
INVESTMENT Investment in Sempra Energy Savings Master Trust |
|
$ |
1,855,667 |
|
$ |
1,514,491 |
|
|
|
|
|
|
|
||
RECEIVABLES: |
|
|
|
|
|
||
Dividends |
|
3,573 |
|
2,888 |
|
||
Employer contribution |
|
149,252 |
|
124,909 |
|
||
|
|
|
|
|
|
||
Total other assets |
|
152,825 |
|
127,797 |
|
||
|
|
|
|
|
|
||
NET ASSETS AVAILABLE FOR BENEFITS |
|
$ |
2,008,492 |
|
$ |
1,642,288 |
|
See notes to financial statements.
2
MESQUITE POWER, LLC SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 2007 AND 2006
|
|
2007 |
|
2006 |
|
||
|
|
|
|
|
|
||
ADDITIONS: |
|
|
|
|
|
||
Net investment income Plan interest in Sempra Energy Savings Master Trust investment income |
|
$ |
118,635 |
|
$ |
205,250 |
|
|
|
|
|
|
|
||
Contributions: |
|
|
|
|
|
||
Employer |
|
276,198 |
|
232,659 |
|
||
Participating employees |
|
221,155 |
|
194,559 |
|
||
|
|
|
|
|
|
||
Total contributions |
|
497,353 |
|
427,218 |
|
||
|
|
|
|
|
|
||
Total additions |
|
615,988 |
|
632,468 |
|
||
|
|
|
|
|
|
||
DEDUCTIONS: |
|
|
|
|
|
||
Distributions to participants or their beneficiaries |
|
249,634 |
|
56,927 |
|
||
Administrative expenses |
|
150 |
|
100 |
|
||
|
|
|
|
|
|
||
Total deductions |
|
249,784 |
|
57,027 |
|
||
|
|
|
|
|
|
||
NET INCREASE |
|
366,204 |
|
575,441 |
|
||
|
|
|
|
|
|
||
NET ASSETS AVAILABLE FOR BENEFITS Beginning of year |
|
1,642,288 |
|
1,066,847 |
|
||
|
|
|
|
|
|
||
NET ASSETS AVAILABLE FOR BENEFITS End of year |
|
$ |
2,008,492 |
|
$ |
1,642,288 |
|
See notes to financial statements.
3
MESQUITE POWER, LLC SAVINGS PLAN
AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2007 AND 2006
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 Plans provisions.
General The Plan, adopted November 1, 2002, 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).
Effective January 1, 2006, participants who had an account balance in two or more plans of the Company and Sempra Energy and its subsidiaries were informed that their multiple balances would be consolidated into a like plan sponsored by their current or most recent employer, unless they requested to have their balances remain in multiple plans.
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 Pursuant to Section 401(a) of the Internal Revenue Code (the IRC), each participant may contribute up to 15% of eligible pay on a pretax basis. The IRC limited total individual pretax contributions to $15,500 and $15,000 in 2007 and 2006, respectively. Catch-up contributions are permitted for participants of at least 50 years of age. The catch-up provision provided these participants the opportunity to contribute an additional $5,000 on a pretax basis for both 2007 and 2006 (remaining at $5,000 in 2008, with inflation adjustments after that until December 31, 2010). The Plan allows for automatic enrollment for 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 2006 was the T. Rowe Price Stable Value Fund. For 2007, the default investment vehicle is the Retirement Fund at T. Rowe Price, with the fund option determined by the calculated retirement date of the participant.
Effective February 1, 2007, the initial automatic deferral amount of 3% of eligible pay automatically increases by 1% up to 6% every May. Employees hired after January 1, 2007, have the option to opt-out and employees hired prior to that date have the option to opt-in.
Employer Nonelective Matching Contribution After one year of service in which an employee works at least 1,000 hours of service, the Company makes contributions to the Plan of 100% of the participants contributions up to 6% of eligible pay, each pay period. The Companys matching contributions are invested in Sempra Energy common stock. Total employer nonelective matching
4
contributions for the years ended December 31, 2007 and 2006, were $126,945 and $107,750, respectively.
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 0% to 6% of the participants eligible pay. Incentive contributions of 5.81% and 5.52% were made for 2007 and 2006, respectively. Incentive contributions were made on March 14, 2008 and March 19, 2007, to all employees employed on December 31, 2007 and 2006, respectively. For 2007 and 2006, contributions were made in the form of cash and invested according to each participants investment election on the date of contributions. Total discretionary incentive contributions for the years ended December 31, 2007 and 2006, were $149,252 and $124,909, respectively. These amounts are reflected in employer contributions receivable on the statements of net assets available for benefits as of December 31, 2007 and 2006, respectively.
Participant Accounts A separate account is established and maintained in the name of each participant and reflects the participants contributions, the employers 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 funds 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 participants 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 Plans 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 in their account balances 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.
5
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 Plans recordkeeper; therefore, these transactions qualify as party-in-interest transactions.
Certain administrative functions of the Plan are performed by officers or employees of Sempra Energy. No such officer or employee of the Company 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 Plan, including recordkeeping, trustee, loan, redemption and investment management fees. Fees paid by the Plan to the record-keeper for administrative services were $150 and $100 for the years ended December 31, 2007 and 2006, respectively.
At December 31, 2007 and 2006, the Plan held, through the Master Trust, 11,591 and 9,696 shares of common stock of Sempra Energy, the sponsoring employer, with a cost basis of $659,053 and $444,721 and recorded dividend income of $13,333 and $11,795, respectively, during the years then ended.
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.
Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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.
Adoption of New Accounting Pronouncements In September 2006, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 157, Fair Value Measurements. SFAS No. 157 establishes a single authoritative definition of fair value, sets a framework for measuring fair value and requires additional disclosures about fair value measurements. SFAS No. 157 is effective for financial statements issued for the plan for fiscal years beginning after November 17, 2007. Plan management does not expect the adoption of SFAS No. 157 to have a material impact on the Plans net assets available for benefits or changes in net assets available for benefits.
Investment Valuation and Income Recognition The fair value of the Plans interest in the Master Trust is based on the beginning of year value of the Plans 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. In the Master Trust, participant loans (see Note 4) are carried at outstanding loan balances plus accrued interest.
The Master Trusts investments are stated at fair value. Shares of mutual funds are valued at quoted market prices, which represent the net asset value of shares held by the Master Trust at year-end. Common/collective trust funds are stated at estimated fair value as determined by the issuer of the common/collective trust funds based on the unit values of the funds. Unit values are determined by
6
dividing the funds net assets, which represent the quoted fair market values of the underlying investments, by its units outstanding at the valuation dates.
The Master Trust invests in the T. Rowe Price Stable Value Common Trust Fund, which is a stable value fund. The fund invests principally in guaranteed investment contracts (GICs) issued by insurance companies, investment contracts issued by banks, synthetic investment contracts (SICs) issued by banks, insurance companies and other issuers, and securities supporting such SICs, and other similar instruments which are intended to maintain a constant net asset value. Participants may ordinarily 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. Contract value approximates fair value at December 31, 2007 and 2006.
Effective January 1, 2006, the Plan adopted FASB Staff Position AAG INV-1 and SOP 94-4-1, Reporting of Fully Benefit-Responsive Investment Contracts Held by Certain Investment Companies Subject to the AICPA Investment Company Guide and Defined Contribution Health and Welfare and Pension Plans (the FSP). Under the FSP, investment contracts held by a defined contribution plan are required to be reported at fair value with an additional line item showing an adjustment of fully benefit-responsive contracts from fair value to contract value. The adoption of the FSP did not have a material effect on the Plans financial statements and did not impact the amount of net assets available for benefits.
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, 2007 and 2006.
3. TAX STATUS
The Internal Revenue Service (IRS) has determined and informed the Company by a letter dated March 23, 2006, that the Plan and related trust were designed in accordance with the applicable regulations of the IRC. Therefore, no provision for income taxes has been included in the Plans financial statements.
4. PARTICIPANT LOANS
The Plan permits participants to borrow against the balances in their individual accounts within the Master Trust. 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. Primary residence loans have 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 December 31, 2007 and 2006, the interest rate on loans ranged from 7.75% to 9.25% and 6.25% to 9.25%, respectively, and, as of December 31, 2007, had maturity dates through October 2012. The balance of the Plans participant loans of $69,447 and $40,152 is included in Investment in Sempra Energy Savings Master Trust on the statement of net assets available for benefits as of December 31, 2007 and 2006, respectively.
7
5. INVESTMENTS IN THE MASTER TRUST (DOLLARS IN THOUSANDS)
The Plans assets 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 Plans interest in the net assets of the Master Trust is based on the individual plan participants investment balance. 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 participants pro rata share, per share calculation, or by transaction in a specific fund. At December 31, 2007 and 2006, the Plan had less than a 1% interest in the net assets of the Master Trust.
The net assets available for benefits of the Master Trust at December 31, 2007 and 2006, are summarized as follows:
|
|
2007 |
|
2006 |
|
||
|
|
|
|
|
|
||
At fair value: |
|
|
|
|
|
||
Sempra Energy common stock |
|
$ |
997,411 |
|
$ |
976,079 |
|
Mutual funds |
|
935,745 |
|
595,147 |
|
||
At estimated fair value common/collective trusts |
|
217,407 |
|
458,160 |
|
||
At cost participant loans |
|
40,015 |
|
35,511 |
|
||
|
|
|
|
|
|
||
Net assets available for benefits |
|
$ |
2,190,578 |
|
$ |
2,064,897 |
|
Net appreciation, and dividend and interest income for the Master Trust for the years ended December 31, 2007 and 2006, are as follows:
|
|
2007 |
|
2006 |
|
||
|
|
|
|
|
|
||
Net appreciation of investments at fair value: |
|
|
|
|
|
||
Sempra Energy common stock |
|
$ |
99,550 |
|
$ |
200,176 |
|
Mutual funds |
|
18,891 |
|
36,229 |
|
||
Net (depreciation) appreciation of investments at estimated fair value: |
|
|
|
|
|
||
Common/collective trusts |
|
(23,649 |
) |
56,121 |
|
||
|
|
|
|
|
|
||
Net appreciation of investments |
|
$ |
94,792 |
|
$ |
292,526 |
|
|
|
|
|
|
|
||
Dividend income |
|
$ |
80,240 |
|
$ |
51,388 |
|
Interest income |
|
$ |
2,875 |
|
$ |
2,193 |
|
8
The following investments held by the Plan through the Master Trust at December 31, 2007 and 2006, represent 5% or more of the Plans assets:
|
|
2007 |
|
2006 |
|
||
|
|
|
|
|
|
||
Sempra Energy common stock |
|
$ |
717 |
|
$ |
543 |
|
T. Rowe Price Stable Value Fund |
|
435 |
|
332 |
|
||
T. Rowe Price Small-Cap Stock Fund |
|
150 |
|
203 |
|
||
Real Estate Fund |
|
44 |
* |
112 |
|
||
* This investment does not represent 5% or more of the Plans assets at December 31, 2007, but is shown for comparative purposes.
The Plan, through the Master Trust, invests in various securities as detailed above. 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 Companys nonelective matching contributions to the Plan are invested solely in Sempra Energy common stock. These contributions are classified as nonparticipant directed investments, despite the employees 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 Master Trust, and the significant components of the changes therein, for the years ended December 31, 2007 and 2006, are as follows:
|
|
2007 |
|
2006 |
|
||
|
|
|
|
|
|
||
Nonparticipant directed assets Sempra Energy common stock in the Master Trust |
|
$ |
519,640 |
|
$ |
380,012 |
|
|
|
|
|
|
|
||
Changes in assets: |
|
|
|
|
|
||
Contributions |
|
$ |
126,945 |
|
$ |
107,750 |
|
Net appreciation and dividend income |
|
53,826 |
|
80,717 |
|
||
Distributions to participants or their beneficiaries |
|
(26,851 |
) |
(12,936 |
) |
||
Transfers to participant directed investments |
|
(14,292 |
) |
(40,270 |
) |
||
|
|
|
|
|
|
||
Total change in assets |
|
$ |
139,628 |
|
$ |
135,261 |
|
9
7. SUBSEQUENT EVENTS
Effective January 1, 2008, the participant deferral limit has increased from 15% to 50% of eligible pay on a pretax basis.
Effective August 1, 2008, the Fidelity US Bond Index Fund will be replaced by Vanguard Total Bond Market Index Fund.
Effective August 1, 2008, the fee currently paid in the T. Rowe Price Stable Value Fund will be lowered from 0.45% to 0.25% of total fund assets. The fee is used primarily to pay normal operating expenses, including custodial, accounting and investment advisory fees.
******
10
SUPPLEMENTAL SCHEDULE
11
MESQUITE POWER, LLC SAVINGS PLAN
FORM 5500, SCHEDULE H, LINE 4i
SCHEDULE OF ASSETS (HELD AT END OF YEAR)
AS OF DECEMBER 31, 2007
|
|
|
|
(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 7.75% to 9.25%; maturities from January 2008 through October 2012 |
|
** |
|
$ |
69,447 |
|
* |
Party-in-interest to the Plan |
** |
Cost not required to be presented for participant directed investments |
12
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 |
|
|
Date: June 27, 2008 |
By: /s/ G. JOYCE ROWLAND |
|
G. Joyce Rowland, Senior Vice President Human Resources, Sempra Energy |
|
|
|
|
|
SAN
DIEGO GAS & ELECTRIC COMPANY SAVINGS PLAN |
|
|
Date: June 27, 2008 |
By: /s/ G. JOYCE ROWLAND |
|
G. Joyce Rowland, Senior Vice President Human Resources, Sempra Energy |
|
|
|
|
|
SOUTHERN
CALIFORNIA GAS COMPANY RETIREMENT |
|
|
Date: June 27, 2008 |
By: /s/ G. JOYCE ROWLAND |
|
G. Joyce Rowland, Senior Vice President Human Resources, Sempra Energy |
|
|
|
|
|
SEMPRA
ENERGY TRADING RETIREMENT SAVINGS PLAN |
|
|
Date: June 27, 2008 |
By: /s/ G. JOYCE ROWLAND |
|
G. Joyce Rowland, Senior Vice President Human Resources, Sempra Energy |
|
|
|
|
|
MESQUITE
POWER, LLC SAVINGS PLAN |
|
|
Date: June 27, 2008 |
By: /s/ G. JOYCE ROWLAND |
|
G. Joyce Rowland, Senior Vice President Human Resources, Sempra Energy |