Sempra - Earnings Call - Q2 2025

Executive Summary

• Q2 2025 adjusted EPS was $0.89, flat year over year and a modest beat versus consensus $0.85; GAAP EPS was $0.71, down year over year due to FX/inflation impacts in Mexico and discrete tax items. Results vs estimates: EPS $0.89 vs $0.85*, Revenue $3.00B vs $3.12B*, EBITDA $1.206B vs $1.396B* (small EPS beat, revenue and EBITDA misses; see Estimates Context). Values retrieved from S&P Global.
• Total revenue was $3.00B, down 0.4% YoY and down 21% sequentially versus Q1 seasonality; segment earnings: California $259M, Texas $208M, Infrastructure $72M.
• Guidance: GAAP EPS updated to $4.05–$4.45 (from $4.25–$4.65 in Q1); adjusted EPS affirmed at $4.30–$4.70; 2026 EPS affirmed at $4.80–$5.30; long-term EPS CAGR 7–9% targeted at the high end or above.
• Catalysts: Texas Unified Tracker Mechanism (HB 5247) passed, expected to improve Oncor earned ROE by ~50–100 bps over time; Oncor filed a comprehensive base rate review; LNG progress (DOE non‑FTA authorization for Port Arthur Phase 2; HOA/SPAs with JERA) supports Infrastructure momentum and potential FID in 2025.

What Went Well and What Went Wrong

What Went Well

• “We are pleased to report another solid quarter,” with adjusted earnings up YoY YTD ($1.525B H1 2025 vs $1.421B H1 2024) and adjusted EPS guidance affirmed; management reiterated rotation to a more utility‑centric model.
• Texas regulatory wins: HB 5247 (UTM) enacted, allowing interim rate adjustments to reduce regulatory lag; management expects Oncor’s earned ROE to increase 50–100 bps over time as capital is deployed under the UTM.
• LNG momentum: Port Arthur Phase 2 received DOE non‑FTA export authorization (13.5 mtpa) and executed a 20‑year SPA framework with JERA for 1.5 mtpa; Phase 1 construction surpassing 50% complete, with Train 1/2 CODs targeted for 2027/2028.

What Went Wrong

• GAAP EPS declined to $0.71 from $1.12 YoY, driven by $97M FX/inflation impacts in Mexico and $26M tax expense related to holding Ecogas for sale; revenue modestly missed consensus and fell QoQ with typical seasonality. EPS/Revenue consensus values retrieved from S&P Global*.
• Sempra Infrastructure segment earnings fell sharply YoY ($72M vs $291M), reflecting lower equity earnings/non‑controlling interests and mixed commodity/derivative marks despite stronger volumes; EBITDA missed consensus. EBITDA consensus values retrieved from S&P Global*.
• California affordability and cost pressures: lower CPUC base operating margin and lower authorized cost of capital contributed to segment variance; management is executing Fit‑for‑2025 to offset O&M and improve productivity.

Transcript

Speaker 5

Today, and welcome to Sempra's second quarter earnings call. Today's conference is being recorded. At this time, I'd like to turn it over to Louise Bick. Please go ahead.

Speaker 4

Good morning, and welcome to Sempra's second quarter 2025 earnings call. A live webcast of this teleconference and slide presentation are available on our website under the Events and Presentations section. Many of you may know me. I'm Louise Bick, Vice President of Investor Relations. Glen has recently taken on other financial responsibilities at Sempra, and I'm excited to be leading our IR program now. I look forward to seeing you more on the road in the coming weeks and months. We have several members of our management team with us today, including Jeff Martin, Chairman and Chief Executive Officer, Karen Sedgwick, Executive Vice President and Chief Financial Officer, Justin Bird, Executive Vice President of Sempra and Chief Executive Officer of Sempra Infrastructure, Caroline Winn, who I'd like to note is a new Executive Vice President of Sempra.

With over 35 years at our California utilities, Caroline brings extensive safety and operational expertise to her role overseeing Sempra California's dual utility platform, both SDG&E and SoCal Gas. Allen Nye, Chief Executive Officer of Oncor, Don Clevenger, Chief Financial Officer of Oncor, Diane Wold, Vice President, Controller, and Chief Accounting Officer of Sempra, and other members of our senior management team. Before starting, I'd like to remind everyone that we'll be discussing forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Actual results may differ materially from those projected in any forward-looking statements we make today. The factors that could cause our actual results to differ materially are discussed in the company's most recent 10-K and 10-Q filed with the SEC. Earnings-per-common share amounts in our presentation are shown on a diluted basis, and we'll be discussing certain non-GAAP financial measures.

Please refer to the presentation slides that accompany this call for a reconciliation to GAAP measures. We also encourage you to review our 10-Q for the quarter ended June 30, 2025. I'd also like to mention that forward-looking statements contained in this presentation speak only as of today, August 7, 2025, and it's important to note that the company does not assume any obligation to update or revise any of these forward-looking statements in the future. With that, please turn to slide four and let me hand the call over to Jeff.

Speaker 0

Thank you all for joining us today. Earlier this morning, we reported second quarter 2025 adjusted EPS of $0.89, which is in line with the prior period's results. With steady execution on our 2025 value creation initiatives, we're pleased with our first half results and remain on track to achieve our goals for the year. As a result, we're also affirming our full-year 2025 adjusted EPS guidance range of $4.30 to $4.70, and we're also affirming our 2026 EPS guidance of $4.80 to $5.30. Next, I'd like to provide an update on the progress we've made on the five value creation initiatives announced earlier this year. As a starting point, our current capital plan targets the investment of roughly $13 billion this year, with over $10 billion allocated toward our growing U.S. utilities.

Through the first half of the year, we've already deployed more than $5 billion in new capital, while continuing our efforts to strengthen the regulatory compacts in the jurisdictions where we operate. This includes advocating for constructive regulatory and legislative frameworks to better serve all of our stakeholders. The recently passed House Bill 5247 in Texas is a great example, and Karen will touch on that development later in today's presentation. Next, I want to mention that we're making steady progress on our capital recycling initiatives. In the equity sale at Sempra Infrastructure, we've executed an extension to the right-of-first-offer process that is outlined in the limited partnership agreement. With the benefit of that extension, Sempra has entered into a non-binding letter of intent with KKR. The letter of intent contemplates an equity sale within or even above the 15% to 30% range, dependent upon valuation and other considerations.

Given that we're in ongoing negotiations, we're limited at this time in what we can disclose, but we'll look to provide additional updates once reaching a definitive agreement. During the quarter, we also advanced the ECA LNG sales process and have received substantial interest from both strategic and financial parties. I'd refer you to slide 10 for more color on both transactions. As previously mentioned, we expect these transactions to close sometime in the middle of 2026, and in combination, we expect these transactions will be accretive to the company's EPS forecast as well as credit. As is our convention, we don't provide any details on M&A transactions until definitive agreements are in place. Subject to the transactions being completed next year, we expect a notably higher contribution of earnings from our regulated utilities, which we expect to improve Sempra's overall credit and business risk profile.

In that regard, I'd like to refer you to slide 12 of the appendix, which highlights our changing business mix. As we continue our transition toward a more utility-focused business model, this slide demonstrates two key points. Number one, our utilities are anchored in the two largest economic markets in the United States, California and Texas. Number two, our regulated investments provide investors with broad exposure to both electric and gas utility investments in different markets with constructive regulatory compacts. Taken together, regulatory and geographic diversity across both electric and natural gas investments improves the consistency of our earnings and cash flow, while also reducing financial risk. Moreover, because our five-year capital plan increasingly prioritizes growth at Oncor, we expect our business mix to become more weighted toward Texas through the end of the decade, a proposition that we feel strongly will enhance Sempra's value over time.

Moving to our Fit for 2025 campaign, we continue to make solid progress. The focus here, you'll recall, is on improving customer affordability by reducing internal costs, improving productivity, and aligning Sempra's cost structure to its future business needs. To date, we've adopted new technology, found innovative ways to streamline processes, and realigned our organizational structure to better serve our customers. Finally, I'd like to discuss our continued progress in mitigating enterprise risk. SDG&E, as you know, has long been a leader in operational excellence and has made significant investments in data science, technology, and wildfire mitigation measures. Moreover, we're pleased to report that SDG&E has hardened 100% of its transmission system with steel structures in the highest fire threat areas, or what we call Tier 3 zones. SDG&E expects to achieve its medium-term goal of fully hardening Tier 2 zones by the end of 2028.

I'd also like to highlight that over the last 24 months, our engineering and project management teams working alongside our vendors have been successful in reducing the cost per mile of undergrounding by 40%, demonstrating again our commitment to operational efficiency and safety, while also improving the affordability of our future services. Please turn to slide five, where Karen will walk through additional business and financial updates.

Speaker 4

Thank you, Jeff. Across our businesses, we have a number of updates to share that demonstrate the progress we've made during the quarter. Starting with Sempra Texas, Oncor continues to present a truly compelling investment opportunity as the company continues to execute on its $36 billion five-year capital plan. Oncor is also evaluating incremental capital opportunities for the 2025 to 2029 period, as we've previously outlined. These opportunities are critical to supporting Texas's strong growth and are further reinforced by a series of constructive legislative bills that were recently passed and are designed to enable continued infrastructure expansion across the state. In particular, HB 5247, which established the Unified Tracker Mechanism, or UTM for short, was signed into law by Governor Abbott in June.

This bill allows qualifying electric utilities, such as Oncor, to record costs to a regulatory asset arising from eligible capital investments and apply for interim rate adjustments through an annual UTM filing. This filing occurs in place of the existing T-costs and DCRF processes. We expect this legislation to help reduce regulatory investment lag and improve the earned return on equity, particularly during sustained periods of higher capital investment necessary to support high-growth areas in Texas. Oncor's earned ROE is anticipated to increase by 50 to 100 basis points over time versus the existing recovery mechanisms. Oncor has begun recognizing revenues related to assets placed into service from and after January 1, 2025, and expects to make its initial UTM filing in the first half of 2026. Other legislative outcomes from Texas are summarized on slide 14 in the appendix.

Next, due to higher levels of growth and other drivers, Oncor's rate case is also important as the company looks to align its cost structure with the current operating environment. In June, Oncor filed a request for a comprehensive base rate review, seeking to recover past storm-related costs, increase amounts recovered in rates for future storm-related costs to better reflect historical costs, mitigate the impact of rising expenses and inflation, and improve its credit metrics and financial strength during a time of unprecedented growth. In its filing, Oncor requested, among other items, a 45% equity layer compared to the currently authorized 42.5%, a 10.55% ROE compared to the currently authorized 9.7%, and a 4.94% cost of debt compared to the currently authorized 4.39%.

A key component of the base rate review is that it updates Oncor's O&M expenses, which are currently based on a historical 2021 tax year, to the level experienced throughout 2024. This is intended to more closely align the costs included in rates to the realities of today's operating environment and help improve Oncor's cost recovery and financial strength. In terms of timing, Oncor is expecting to receive a final order in the first quarter of 2026. I'd also refer you to slide 13 in the appendix, where we present additional information relating to Oncor's base rate review. Turning to Sempra California, we're pleased to announce SDG&E has been awarded an estimated $600 million in transmission projects as part of the CAISO 2024 to 2025 transmission plan that was finalized during the quarter.

While most of the related investments are expected to occur beyond the period of our current capital plan, we're excited to continue to support California's transmission system while enhancing safety and reliability across our service territory. Next, I'd like to acknowledge the significant initiatives currently underway to enhance customer affordability. SDG&E recently filed a request with the CPUC targeting savings of approximately $300 million by phasing out certain regulatory programs that are no longer economically beneficial to customers. Recall, too, this amount is incremental to the $200 million of federal tax credits that SDG&E is passing on to customers over the course of this year, further reinforcing our efforts to improve customer affordability. Moving to Sempra Infrastructure, let me start with operational updates.

Cameron LNG Phase One recently celebrated the successful production and export of its 1,000th LNG cargo, marking a significant achievement just six years after its first commissioning cargo in 2019. Elsewhere, we're steadily making progress on major construction projects at ECA LNG Phase One, Cimarron Wind, and Port Arthur LNG Phase One. Together, these projects should help drive a step change in cash flows at Sempra Infrastructure. I'm pleased to note steady progress continues at ECA LNG Phase One. Now that the company is closer to commercial operations, we're tracking several key near-term milestones that are expected to help us meet our financial commitments for next year. As of July, the project is more than 94% complete. We expect to reach mechanical completion later this year, followed by substantial completion in the spring of 2026. At that time, the facility is expected to begin generating revenues from LNG commissioning cargos.

We now expect sales to our long-term SPA customers to start shortly thereafter in the summer of 2026. The Cimarron Wind project is on time and on budget, with overall project completion beyond 85%. We continue to target commencement of power generation later this year, with a commercial operations plan for the first half of 2026. We also continue work towards delivering Port Arthur LNG Phase One on time and on budget, targeting commercial operations for train one in 2027 and train two in 2028. Current construction is advancing the foundations, steel installation, LNG tank construction, ground piping, and dredging activities, with the overall project now surpassing 50% complete. We're also excited about some of the recent developments at Port Arthur LNG Phase Two. In May, the project received the Department of Energy non-FTA export authorization.

At this point in time, Port Arthur LNG Phase Two has received all major permits necessary for taking FID. Phase Two also made significant commercial progress recently. In July, we executed a 20-year SPA with JERA for 1.5 MTPA of offtake capacity. This milestone helps advance the project towards reaching FID and underscores Sempra Infrastructure's commitment to supporting energy security for our customers through stable, long-term LNG supply. We're pleased with additional strong offtake interest and remain focused on advancing commercial progress and financing the project. We're still expecting to take FID in 2025. I conclude the business update by saying there's plenty to be excited about at Sempra Infrastructure as this segment continues to advance growth in LNG, energy networks, and clean energy while posting strong financial performance. Please turn to the next slide where I'll review the second quarter financial results.

Earlier today, Sempra reported second quarter 2025 GAAP earnings of $461 million, or $0.71 per share. This compares to second quarter 2024 GAAP earnings of $713 million, or $1.12 per share. On an adjusted basis, second quarter 2025 earnings were $583 million, or $0.89 per share. This compares to our second quarter 2024 earnings of $567 million, which also equated to $0.89 per share. For the first half of the year, we're pleased with our execution, and Sempra is well positioned to deliver a year of solid financial performance on behalf of its shareholders. Please turn to the next slide. Variances in the second quarter 2025 adjusted earnings as compared to the same period last year can be summarized as follows.

At Sempra California, we had $5 million primarily from higher regulatory awards, electric transmission margin, and AFUDC equity, partially offset by lower CPUC base operating margin and lower authorized cost of capital. Sempra California also had $37 million of lower income tax benefits and higher net interest expense. As you may recall, we received our final GRC decision for the California utilities at the end of last year. Since then, as part of our Fit for 25 initiative, we continue making progress in managing costs within the authorized base GRC revenues. We're also prioritizing safety and reliability initiatives based on the outcome of our GRC decision, while advancing efforts aimed at further reducing the cost of service.

Turning to Sempra Texas, we had $6 million of higher equity earnings primarily from higher invested capital and customer growth, partially offset by higher operating and interest expenses, as well as lower consumption, primarily attributable to weather. At Sempra Infrastructure, we had $26 million of higher revenues primarily from a contract modification and higher power volumes. At the parent, the $16 million increase is primarily due to timing of higher income tax benefits, higher net investment gains, partially offset by higher net interest expense. Please turn to the next slide. To conclude our prepared remarks, we've made steady progress on our 2025 value creation initiatives and delivered solid financial results for the first half of the year. At Sempra Texas, we saw important milestones as Oncor filed a comprehensive base rate review and the regulatory compacts significantly improved with the passage of HB 5247.

Within Sempra California, we continue to focus on safety, reliability, and customer affordability. At Sempra Infrastructure, we're advancing two important sales transactions and steadily progressing five significant construction projects, all while moving forward on commercial development of Port Arthur LNG Phase Two. The bottom line, the key takeaway from my perspective is this is certainly an exciting time for Sempra. 2026 should bring a conclusion to the Oncor base rate review, and I'd like to take a moment to list several other potential catalysts that could provide upside, including: number one, continued improvement in earned ROE at Oncor due to the UTM. Two, incremental CapEx opportunities which are expected to materialize in Texas. Three, ECA LNG Phase One and Cimarron Wind earnings contributions coming online at Sempra Infrastructure.

Four, conclusion of two sales transactions at Sempra Infrastructure, which are expected to unlock value, strengthen Sempra's balance sheet, and provide investment capital for our growing utility platforms. With that, we'll now take a moment to open the line and answer your questions.

Speaker 5

Thank you. This concludes the prepared remarks. We will now open the line to take your questions. If you would like to ask a question, please signal by pressing star one one on your telephone keypad. Please make sure your mute function is turned off to allow your signal to reach our equipment. We will pause for just a moment to allow everyone to signal for questions. Our first question will come from Ross Fowler from Bank of America. Your line is open.

Morning, Jeff. Karen. Morning. Louise, congratulations on the full responsibilities of our IR. Well deserved. Jeff, I wanted to dig in a bit on the KKR LOI around the Sempra Infrastructure Partners sale process. As you said in your comments, the LOI is within or potentially above the 15% to 30% range, depending on valuation conditions. Does that mean to the extent you will or are discussing stake sales with third parties beyond the current investors, that the strategic approach here on business mix is that the full stake is beyond that 30% level, or how are you seeing that and where we actually go at the end of the day?

Speaker 0

Sure. Let me just start, and I trust you understand that in any M&A deal, Ross, we're fairly limited in what we can say. Obviously, we're trying to have a great transaction. What I'll try to do is recap what we've said publicly and then maybe provide a little bit more color to the latter part of your question. We indicated that we've executed an extension to the right-of-first-offer process under the existing limited partnership agreement. Similarly, we've executed a non-binding letter of intent with KKR. I would note that the LOI with KKR, by the way, contemplates an equity sale in that 15% to 30% range. We've also indicated that it could be within or above that.

I would just note that's consistent with what I said on the Q1 call in May, that the ultimate amount of equity being sold will be dependent upon a number of considerations, including valuation. I also talked about in May, Ross, and I think this is probably important for the listening audience, that we're focused on four value drivers. We're looking to obviously optimize the implied equity value of Sempra Infrastructure from the transaction. We want to make sure we minimize tax leakage. It's also very important as we think about that roll-forward five-year capital plan that we're thoughtful in the timing and use of proceeds. Finally, I've been very clear with all of our stakeholders, there's an opportunity here to improve our balance sheet and put some cushion on the balance sheet. Those are our priorities.

We certainly are not trying to, quote unquote, guide the street to a higher level of equity sale. There's a fair amount of flexibility that we want to make sure that we're maximizing, driving the most value to our owners.

You mentioned the capital plan, so let me touch on that for a second. The incremental capital in Oncor in Texas and the transmission awards that you talk about in the deck are still outside the base plan with CCM coming in 2027. How do you see the timing of a capital plan update related to those? Given that it's still outside the plan, can you just kind of give us a call around your level of confidence that that spending can be executed?

Yeah, I would do a couple of things. One is in Oncor's press release today, they go through kind of the process and recap of how they approve and roll forward their capital plan. I'll try to touch on a little bit of that in my remarks this morning. You recall that earlier this year, they announced a base plan at the 100% level of $36 billion. You're correct, they articulated an opportunity in 2027, 2028, and 2029 for an improvement to that capital plan by roughly $12 billion. What's important, I think, is Oncor's been very clear. They're seeing upward pressure on their capital plan. We're feeling more confident, obviously, about that $12 billion. Here are the three drivers they've identified. They've had recent legislative developments that have been constructive. They've had some supportive regulatory decisions.

They're obviously making really good progress, Ross, on the thing we identified in February, which is that $12 billion was associated with projects they needed additional permits on. They're continuing to make steady progress on permits. I think in combination, we're quite comfortable, confirming that we expect them to be at the high end of that $12 billion or more. The way the process will go is, at their board meeting in October, we'll recap that roll-forward five plan with the board. Remember, they're in the middle of a base rate review, obviously, in Austin as well. Sometime in 2026, we'll look to update that plan. It could be on our February call, but it's going to be driven by resolution of their base rate review.

Maybe I might, if I could, yeah, I was going to say, if I could, you know, it might be helpful to your question if you'd allow me. Let's let Allen provide just a little bit more context on the key drivers for that capital plan because I think the growth story continues to get better, including tailwinds beyond the five-year plan. Allen, it might be helpful to Ross if you just cover off on what you're thinking about from a growth standpoint and how that 765 overlay will help.

Thank you for that, Jeff. Yeah, thanks, Ross. As Jeff said, growth continues to be very, very strong, really all across our system. We already announced this morning we added 20,000 new premises this quarter. That's fairly consistent with the number we've been seeing for many, many quarters now. West Texas, we continue to see very, very strong growth out there. The far West Texas weather zone had a new peak in May of this year, 9.2% above the prior peak. The two transmission loops by which we serve the Permian, the Culbertson and Stanton loops, both continue to see really increased peaks. Culbertson peaked 23.5% above where it did the prior June in June of this year. Stanton was up about 6.9% over the same period. West Texas continues to be really strong. The story remains transmission points of interconnection and data centers and LCNI load.

As we announced this morning, our total new transmission POIs are up about 47% year to date, with total active POIs up about 38% year to date. Breaking that down a little further, if you look at just traditional LCNI, taking data centers out of it, that's up for new about 19% and total are about up 2% quarter versus same quarter. Breaking that down a little further, that entire queue, there's around 1,100 or so, a little over 1,100 total customers that we're dealing with there. It's about 186 gigawatts of data centers, about seven gigawatts of what I would call traditional CNI, about five gigawatts of crypto, four gigawatts of kind of oil and gas activity, and then 3% or three rather gigawatts of service to other utilities. That's what we're seeing there.

We continue to have our high confidence load number for 2031 of 38 gigawatts broken down by nine gigawatts of signed interconnection agreements with security provided, and another 29.9 gigawatts of high confidence load that we submitted in our officer letter to ERCOT. Finally, Jeff may have mentioned this, I would just refer everyone back to page 16 of the presentation that lists out the really kind of amazing transmission opportunities that a lot of this growth is providing us, both through the Permian plan as well as through the STEP program or the 765 EHV plan, both of which we've said previously we anticipate Oncor will build a significant amount of. That remains true. To the permitting question that Jeff mentioned earlier or stated earlier, I'd simply say this, and I've said this before, I did these for 17 years before I became General Counsel Oncor.

I think I did 60 or so of them over about a 17-year period. We're filing 24 this year, and that'll continue for the next couple of years to come.

See, Ross, I wanted you to have that background because it really feeds into that story about why that $12 billion incremental is probably going to be conservative.

That makes a lot of sense. Jeff and Allen, thank you very much for the context. Really appreciate it.

Thank you, Ross.

Speaker 5

Thank you. Our next question will come from Steve Fleishman from Wolfe. Your line is open.

Yeah, hi. Thanks. Hi, Jeff. I guess maybe just following on from there, can you just remind us that your plan right now does not include that $12 billion, or does it include some of it? The Sempra plan?

Speaker 0

Yeah, it does not include that. You know, we're 80% of the $36 billion plan, and all of that represents the upside to our base plan, Steve.

Okay. Even like that business mix, the rate-based mix, Charlotte Square, that does not include it yet.

That's correct.

Okay. Thanks for the update on the Sempra Infrastructure. I don't know if you can give this answer, but any sense on timing of moving forward this LOI with KKR? Is this something by the next call, or is it, you know, what's going to drive the timing of that?

No, I would just say, Steve, you know, it's a complex structured transaction. Obviously, we're dealing with a party we know very, very well. They're in the boardroom at Sempra Infrastructure. We're engaged on our side. KKR is actively engaged. We're not going to forecast the timing of it right now, but we're pleased with the progress we've made so far. We will continue to look to make an update once we reach a definitive agreement.

Okay. How do you feel about being able to kind of time the sale with this kind of obviously rising CapEx at Oncor? Do you feel like you can match that up efficiently?

That really is a very insightful question. Obviously, we've got a couple of things going on where we're starting our fall planning process, where we're going to do a real bottoms-up review of how we roll that capital plan forward and the timing of that capital. Obviously, we're balancing that, Steve, with not only the timing of potential closing with our counterparty in the transaction, but also how we structure not only their proceeds, but our use of proceeds. Our goal is to make sure that as we roll this plan forward, we're obviously expecting our overall capital program to increase. It will continue to be increasingly weighted toward Texas. That's the priority inside of our company.

What we want to do, we talked about this a little bit on the fourth quarter call, is make sure that this program is intended to accomplish several things: improve our overall EPS forecast, improve our credit, and also make sure that we're minimizing reliance on additional equity issuances. I think we're in a good spot to do this, but you're right. We got to time this well into 2026, and our goal is to make sure we match up a really efficient use of proceeds and use those proceeds in a way where we're making investments that Wall Street will value the highest. As I indicated earlier, we certainly think that's around the quality and growth in Texas.

Okay. I guess one last thing just on the credit portion of that. How do you, you mentioned, I think, in the capital recycling, potentially getting to the point where you de-consolidate. Could you talk to how that might impact the metrics and the risk view from a credit standpoint?

Sure. We've provided a little bit of visibility to this in the past. Karen and her team have done a great job of meeting with all the agencies. I've also taken the time to go to New York and meet with all the agencies around not only our capital plan, but also the pending Sempra Infrastructure transactions. There's really an opportunity here based upon where we land in the equity sale. There's an opportunity to do a couple of things. Number one, one of the thresholds we're evaluating is that when you get to a point where roughly 90% of your earnings composition comes from regulated utilities, that tends to be a signpost that could allow a reevaluation of what your downgrade threshold is. There's an opportunity in this transaction to move our downgrade thresholds either, you know, one notch down or potentially two notch downs. That's one point.

The second point is, depending upon where you land in the equity sale, you also have the opportunity to de-consolidate your accounting as well as the debt from Sempra Infrastructure from Sempra's balance sheet. This one's a little bit more complex because it really goes across three dimensions. It goes across the level of equity ownership. It goes across issues relating to governance, either positive or negative control. It goes to issues of materiality. As you would expect, Steve, each of the agencies has a little bit different tests as they look at that. That's why we talk about having a little bit of flexibility as we go forward in our transaction, we want to make sure that we're maximizing the overall value for our investors. That will be one of the criteria we'll evaluate in the end.

Okay. Great. Thank you. Appreciate it.

Appreciate it, Steve.

Speaker 5

Thank you. Our next question will come from Faisel Khan from Barclays. Your line is open.

Hey, good morning, good afternoon. It's Nicholas Campanella.

Speaker 0

Hey, Nick.

Everyone's doing well. I just wanted to ask one follow-up on the LOI. Is there a point at which this ROFR extension expires?

No, we're not going to go into the details on it, but the way to think about it is the most important thing is that extension is designed to give the parties adequate time to do a transaction. That's something that I think would be evergreen or rolling forward until the parties reach a definitive agreement.

Understood. Just maybe on California, any high-level thoughts on your kind of participation in a potential AB 1054 solution this year, as well as maybe just on some of the status of the affordability bills that are out there? I know that a lot of folks have seen the governor's proposal, but just how would you kind of characterize stakeholder engagement beyond that? Do you see the state ultimately getting to kind of a constructive outcome here in September?

Yeah, let me try to tackle both these issues. I'll talk about our view on the wildfire legislation, and I'll transition to affordability. I would note we're pleased to have Caroline Winn with us today, who oversees all of our operations in California. Certainly, Caroline, please chip in as I go forward. What I would start with, a wildfire legislation, and we've taken obviously lots of questions on this when we've been on the road and on prior calls. I'm not sure I can add a lot. I can't add a lot to it publicly, Nick, except to say we have always thought that we'll get to some progress in stabilizing the AB 1054 framework this year. Obviously, in the draft bill that was leaked, you'll see that there's also a component to it that talks about a study bill. We also think that's important.

We see that as part of any package that takes place this fall. There will probably be opportunities to continue to improve the AB 1054 framework going into 2026. There's several weeks left in the session. Obviously, our team is very much engaged. The one comment I would say is just as a matter of principle, you know, we're not really supportive from a utility practice and procedure standpoint on the use of shareholder dollars. You may recall this is important to Sempra because we haven't had a major wildfire in just over 18 years. I might just say, though, we're going to look at the totality of the circumstances. We realize there's a broader set of issues for all stakeholders. That's something that we would continue to evaluate. Caroline, do you want to add anything else on the wildfire side other than that?

Speaker 3

You know, I'd maybe just take an opportunity to step back and talk a little bit about how SDG&E is building a better business. As we head into our 18th year since a large wildfire due to utility infrastructure, SDG&E has continued to expand and enhance their industry-leading wildfire mitigation program. This is a team of employees who really have a growth mindset and a strong culture that we need to be better than we were yesterday. A couple of leadership areas in my mind are superior situational awareness. They have strong community engagement and service mindset. They're a leader in data science. Maybe a few enhancements that we've done this year are expansion of the weather network, and that includes camera and additional artificial intelligence. That's going to improve our forecasting and our monitoring capabilities.

We've deployed a dual Blackhawk helicopter strategy for rapid response and quicker inspections and patrols. We've done an enhanced inspection regime that includes drone inspections of our wildland urban interface areas. We've expanded our public safety power shutoff preparedness and our capabilities. We're ready for the season and really pleased with the conversations that we're having in Sacramento in terms of fund replenishment.

Speaker 0

Nick, the reason I think this is important is obviously there's a big focus today on, you know, financial issues and insurance and the AB 1054 framework, which we think is very important. The thing that's important inside this business every day is to keep building a better operational program, a better ability to basically mitigate wildfire. I think you're going to continue to see this company extend the leadership position there. I'll transition real quickly over to the affordability issue. With roughly four weeks left in the legislative session, my instinct here, Nick, is you're going to see some of these bills coalesce around a single bill. What we're focused on is most of these bills are talking about potential long-term impacts. I think what Caroline deserves a lot of credit for is inside the company, we're pushing for things that have an immediate impact to customers.

That continues to be our message in Sacramento. We've talked about earlier today filing for an opportunity to pull back about $300 million from regulatory programs that we think are not fully serving customers today. You may recall from the rate case we're passing on about $200 million of tax credit benefits to our customers. Caroline's led a process, Nick, to update our organizational structure in terms of improving how we officially serve customers. Obviously, we want to keep pushing the edge on innovation and new technologies. I think, Caroline, in terms of public policy advocacy that your team has led, we're trying to remove the public purpose programs from customers' bills, which are important, as well as make continued improvements to that metering framework. Would you like to make any closing comments on affordability, Caroline?

Speaker 3

No. I mean, other than to say you're exactly right, Jeff. We are focused on immediate bill reductions that benefit customers. I think the transition of the public purpose programs to state budget will save customers $100 annually. Addressing the $1.3 billion annual cost shift as part of net energy metering, there's a bill going on on that. We also believe that increasing the climate credit, if we're able to double the climate credit from the state and using GHG funds to do so, especially during the summer months when bills are the highest, we think there's just great opportunity to provide that affordability for customers.

Speaker 0

Nick, I know that was probably a longer answer than you anticipated, but we're very engaged on both issues here in the state.

Definitely appreciate your thoughts. Have a good day.

Thank you, Nick.

Speaker 5

Thank you. Our next question will come from David Arcaro from Morgan Stanley. Your line is open.

Hey, thanks so much for taking my questions. Wondering if you could give an update on the LNG market and contracting opportunities that you're seeing for Port Arthur. Good to see the JERA agreement move forward, but how has the macro backdrop and maybe the current administration's efforts been impacting those discussions?

Speaker 0

I would just start, and I'll pass it to Justin. We certainly think this is one of the understated issues today in the market. The macroeconomic backdrop for LNG continues to strengthen in our view. Maybe, Justin, you can provide a little bit more color for David.

Speaker 6

Yeah, David, hello. I think we still have a very bullish view on LNG, particularly from the U.S. We think there's probably growth for two primary reasons: energy security and affordability in Europe, and then growing demand for gas in Asia. In Europe, the EU ban on transshipments of Russian LNG from earlier this year and Ukraine's rejection of a deal to extend their gas volumes through the pipelines reflect growing confidence in a future without Russian gas and therefore a greater reliance on U.S. LNG. This is part of the reason why we think the Gulf Coast assets, Cameron LNG and Port Arthur LNG, are well positioned to meet that demand. Asia, over the long run, we, as well as many others, expect LNG will continue to penetrate the overall share of the energy supply by replacing coal and meeting the growing needs of end consumers.

Demand is expected to grow through the expansion of the natural gas pipeline and distribution systems in the developing markets. Also, gas-fired generation load is expected to grow to meet peak demands in the summer and winter, as well as support grid reliability. This, we think, supports the Pacific Coast location as you think about ECA LNG and future expansions at ECA LNG. Again, our overall outlook for demand growth has not changed. We continue to believe Sempra Infrastructure's LNG assets are very well positioned to support these needs, and we're seeing that in the marketplace as...

Speaker 0

The only thing I'd add, David, is just think about it too, the basis play, right? We have historically had remarkable production of natural gas here in the U.S. with very little price volatility. It's a combination of low price and low volatility relative to the markers in both Asia and Europe. We continue to think that thesis is intact, and we feel very good about the backdrop.

Great. Thank you for that color. Very helpful. I had a follow-up on the Texas side of things. Appreciate all the details, as always, Allen, on the data center pipeline. Obviously, that pipeline has increased a lot, but the high confidence numbers seem to be consistent versus last quarter. I'm wondering what the dynamic is there. Are you kind of at a limit that you see in terms of what you can connect in through 2031, or what would you see as maybe the cadence of projects getting into that high confidence band that you characterize?

Yeah, David, thanks for the question. I should have clarified that earlier. It's not that there are not more projects out there. It is not that we cannot meet those projects. It's just that those numbers are updated once a year with ERCOT, and we continue to see increased demand in that queue, and we continue to work with those parties to execute FEAs and get collateral and advance those projects. We'll see when we update it next, but I would anticipate those numbers will continue to increase. It's remarkable too, David. When he went through those numbers earlier on today's call, he's got over 200 gigawatts of interconnection requests, and he's got a peak load today on the Oncor system of 31 gigawatts. The opportunity is really significant, and it's not just leveraged to data centers.

I think it goes across what's unique for his story is how much it goes across a variety of different sectors in the CNI class of customers.

Yeah, very clear. Okay, great. Thank you so much.

Thank you, David.

Speaker 5

Thank you. We have time for one last question today, and our question will come from Carly Davenport from Goldman Sachs. Your line is open.

Speaker 0

Hi, Carly.

Speaker 1

Hey, Jeff. How's it going? Thanks for taking the question today. Maybe just a quick follow-up on Port Arthur phase two. Obviously, a number of progress points there since last quarter, and it seems like you're still quite constructive on the macro. I just wanted to get a pulse check on your views on the feasibility to reach FID on that project by the end of this year.

Speaker 0

Sure. I'll provide some comments, and Justin, feel free to add on the back end of it. We're continuing to see good progress, Carly. I think in the call today, we kind of summarized three points. We've had progress in getting all the major permits for phase two to go forward. We've obviously highlighted the marketing progress with JERA. That's a world-class buyer of LNG, by the way, and I think that adds a lot of credibility to the project. We've also, with Faisel Khan, Zelt, and Justin, been advancing the financing plan, which will also be important for an FID decision. I think the takeaway from my perspective is solid progress in Q2, which I think you took away from our earlier comments.

The project has momentum, and we continue to think there's a few more remaining work streams we're tracking to make sure we're in a position to take FID this year. Justin, you'll add anything to that?

I think you covered it, Jeff.

Thank you.

Speaker 1

Great. Thank you so much for that. Maybe just a quick follow-up on Texas as well. Just on the back of the UTM, I guess as you think about that 50 to 100 basis points of improved ROE, could you just talk a little bit about the timing of those filings and how you'd expect the cadence of that improvement coming to fruition to sort of play out?

Speaker 0

Sure. Let me give you a little bit more color on the UTM, and I'll pass it to Don Clevenger. We've got the CFO from Oncor here, and he may be talking about how the timing unfolds. What I'll try to tell most people, Carly, is we've put forward a fairly fulsome 8-K on the UTM, which I think does a pretty good job of explaining our expectation that over time it should have an input, a positive impact on the earned ROE of about 50 to 100 basis points. I've said several times, though, that it will depend each year on the overall amount of invested capital, as well as how much goes into service each year. Given that we don't anticipate currently making our first filing until next year, we anticipate being on the low end of that 50 to 100 basis point range this year.

As you go forward in that capital plan and more capital gets deployed, obviously you're going to move toward the higher end or above that 100 basis points. Don, just spend a minute maybe talking about how you're thinking about the timing and cadence of this going forward.

Sure. Thanks, Carly. If you remember, one of the benefits of House Bill 5247 was rolling six filings basically into one. We would expect, like Jeff said, to make our first UTM filing in the first half of next year after our rate case is resolved, and then annually probably about the same time thereafter.

Speaker 1

Great. Thanks so much for the color.

Speaker 0

Thanks for joining the call, Carly.

Speaker 5

Thank you. That concludes today's question and answer session. At this time, I'd like to turn the conference back to Jeff Martin for any additional closing remarks.

Speaker 0

Hey, briefly, I just want to thank everyone for joining this morning. I know there's been a number of competing calls. We appreciate everyone making time to join us. If there are any follow-up items, please reach out to our IR team with your questions, and we look forward to seeing many of you over the next several weeks. We have a very busy IR schedule, including Citi, UBS, and Barclays investor conferences, as well as a West Coast NDR toward the end of August. This concludes our call.

Speaker 5

Thank you for your participation. You may now disconnect.