SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 11-K

 

Annual Report Pursuant to Section 15(d) of the
Securities Exchange Act of 1934

 

For the fiscal year ended December 31, 2002

 

Commission File Number 1-14201

 

A.                                   Full title of the Plans and the address of the Plans, if different from that of the issuer named below: 

 

Sempra Energy Savings Plan,
Sempra Energy Trading Retirement Savings Plan,
Twin Oaks Retirement Savings Plan,
San Diego Gas & Electric Company Savings Plan
and

Southern California Gas Company Retirement Savings Plan

 

B.                                     Name of issuer of the securities held pursuant to the Plans and the address of its principal executive office:

 

Sempra Energy,
101 Ash Street, San Diego, CA  92101-3017

 

 



 

TABLE OF CONTENTS

 

AUDITED FINANCIAL STATEMENTS

Sempra Energy Savings Plan

San Diego Gas & Electric Company Savings Plan

Southern California Gas Company Retirement Savings Plan

Sempra Energy Trading Retirement Savings Plan

Twin Oaks Retirement Savings Plan

 

SIGNATURES

 

EXHIBITS

23.1

Consent of  Deloitte & Touche LLP

99.1

Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 



 

SEMPRA ENERGY
SAVINGS PLAN

 

Financial Statements for the Years Ended
December 31, 2002 and 2001 and
Independent Auditors’ Report

 



 

SEMPRA ENERGY SAVINGS PLAN

 

TABLE OF CONTENTS

 

INDEPENDENT AUDITORS’ REPORT

 

FINANCIAL STATEMENTS AS OF DECEMBER 31, 2002 AND 2001
AND FOR THE YEARS THEN ENDED:

 

Statements of Assets Available for Benefits

 

Statements of Changes in Assets Available for Benefits

 

Notes to Financial Statements

 

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

 



 

INDEPENDENT AUDITORS’ REPORT

 

 

Sempra Energy Savings Plan

 

We have audited the accompanying statements of assets available for benefits of Sempra Energy Savings Plan (the “Plan”) as of December 31, 2002 and 2001, and the related statements of changes in assets available for benefits for the years then ended.  These financial statements are the responsibility of the Plan’s management.  Our responsibility is to express an opinion on these financial statements based on our audits.

 

We conducted our audits in accordance with auditing standards generally accepted in the United States of America.  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes 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 assets available for benefits of the Plan at December 31, 2002 and 2001, and the changes in assets available for benefits of the Plan for the years then ended in conformity with accounting principles generally accepted in the United States of America.

 

 

/s/ DELOITTE & TOUCHE LLP

 

 

 

San Diego, California

June 23, 2003

 

1



 

SEMPRA ENERGY SAVINGS PLAN

 

STATEMENTS OF ASSETS AVAILABLE FOR BENEFITS

DECEMBER 31, 2002 AND 2001

(DOLLARS IN THOUSANDS)

 

 

 

2002

 

2001

 

 

 

 

 

 

 

CASH AND CASH EQUIVALENTS

 

$

 

$

11

 

 

 

 

 

 

 

INVESTMENT:

 

 

 

 

 

At fair value:

 

 

 

 

 

Investment in Master Trust

 

90,069

 

131,014

 

 

 

 

 

 

 

RECEIVABLES:

 

 

 

 

 

Dividends

 

386

 

528

 

Employer contributions

 

687

 

1,272

 

 

 

 

 

 

 

Total receivables

 

1,073

 

1,800

 

 

 

 

 

 

 

ASSETS AVAILABLE FOR BENEFITS

 

$

91,142

 

$

132,825

 

 

See notes to financial statements.

 

2



 

SEMPRA ENERGY SAVINGS PLAN

 

STATEMENTS OF CHANGES IN ASSETS AVAILABLE FOR BENEFITS

YEARS ENDED DECEMBER 31, 2002 AND 2001

(DOLLARS IN THOUSANDS)

 

 

 

2002

 

2001

 

 

 

 

 

 

 

ADDITIONS:

 

 

 

 

 

Net investment (loss) income:

 

 

 

 

 

Equity in net investment (loss) income of the Master Trust

 

$

(10,231

)

$

499

 

Less investment expenses

 

33

 

39

 

 

 

 

 

 

 

Net investment (loss) income

 

(10,264

)

460

 

 

 

 

 

 

 

Contributions:

 

 

 

 

 

Employer

 

3,350

 

4,337

 

Participating employees

 

11,191

 

12,217

 

 

 

 

 

 

 

Total contributions

 

14,541

 

16,554

 

 

 

 

 

 

 

Transfers from plans of related entities

 

1,819

 

258

 

 

 

 

 

 

 

Net additions

 

6,096

 

17,272

 

 

 

 

 

 

 

DEDUCTION:

 

 

 

 

 

Distributions to participants or their beneficiaries

 

5,787

 

7,148

 

Transfers to plans of related entities

 

41,992

 

 

 

 

 

 

 

 

Total deductions

 

47,779

 

7,148

 

 

 

 

 

 

 

NET (DECREASE) INCREASE

 

(41,683

)

10,124

 

 

 

 

 

 

 

ASSETS AVAILABLE FOR BENEFITS:

 

 

 

 

 

Beginning of year

 

132,825

 

122,701

 

 

 

 

 

 

 

End of year

 

$

91,142

 

$

132,825

 

 

See notes to financial statements.

 

3



 

SEMPRA ENERGY SAVINGS PLAN

 

NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2002 AND 2001

 

1.             PLAN DESCRIPTION AND RELATED INFORMATION

 

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

 

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

 

The Plan was amended to allow Employer contributions to be funded, in part, from the Sempra Energy Stock Ownership Plan and Trust, effective January 1, 2000.

 

The Plan was amended, effective June 1, 2000, to allow for automatic deferrals for employees who neither elect a specific deferral percentage, nor elect not to participate in the Plan.  The automatic deferral is an amount equal to 3% of eligible pay and the investment vehicle is the Retirement Strategy Trust - Balanced Fund.

 

Effective July 1, 2000, Sempra Energy Services Savings Plan assets held in the Sempra Energy Savings Master Trust (the “Master Trust”) at T. Rowe Price Trust Company (“T. Rowe Price”), merged with the Sempra Energy Savings Plan.  All remaining assets of the Sempra Energy Services Savings Plan transferred into the Plan in April 2002.

 

On, September 20, 2001, the California Public Utilities Commission approved Sempra Energy’s request to integrate the management teams of the California Utilities.  The decision retains the separate identities of each utility and is not a merger.  Instead, utility integration is a reorganization that consolidates senior management functions of the two utilities and returns to utilities the majority of shared support services previously provided by Sempra Energy’s centralized corporate center.  Integration is expected to result in more efficient and effective operations.  The resulting transfer of employees took place on April 1, 2002.  The Plan assets of the employees who returned a written request to have their assets transferred to the utilities from Sempra Energy were transferred to the Plan of the receiving company throughout the year following receipt of their request.

 

During the year, employees transfer between the Company and related entities for various reasons.  These transfers follow Federal Affiliated Compliance Guidelines and result in the transfer of participant assets from one plan to another.

 

Administration—Certain administrative functions are performed by officers or employees of the Company.  No such officer or employee receives compensation from the Plan.  Certain administrative expenses are paid directly by the Company, such as legal and accounting fees.  All investment expenses are paid by the Plan, including recordkeeping, trustee fees and investment management fees.

 

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

 

4



 

Participating Employee Contributions – Pursuant to Section 401(a) of the Internal Revenue Code (the “IRC”), participants may contribute up to 25%, in 2002, and 15%, in 2001, of eligible pay on a pre-tax basis, an after-tax basis, or a combination.  The IRC limited total individual pre-tax contributions to $11,000 and $10,500, in 2002 and 2001, respectively.  On January 1, 2002, catch-up contributions were permitted for participants of at least 50 years of age. The catch-up provision provides these participants the opportunity to contribute an additional $1,000 on a pre-tax basis in 2002 (increasing to $2,000 in 2003, $3,000 in 2004, $4,000 in 2005 and $5,000 in 2006, with inflation adjustments after that until December 31, 2010).

 

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

 

Discretionary Incentive Contribution—If established performance goals and targets of Sempra Energy are met in accordance with the terms of the incentive match guidelines established each year, the Company will make an additional matching contribution as determined by the Board of Directors of Sempra Energy.  Incentive contributions of 0.814% and 1% of eligible compensation were made for 2002 and 2001, respectively.  The incentive contributions were made on March 14, 2003 and March 15, 2002 to all employees employed on December 31, 2002 and 2001, respectively.  For the 2001 incentive, the contributions were made in the form of cash, which was then used to purchase Sempra Energy common stock.  For the 2002 incentive, the contributions were made in the form of newly issued shares of Sempra Energy common stock.

 

Participant Accounts—Separate accounts are maintained for each participant.  Each participant’s account is credited with the participant’s contributions and the Employer’s nonelective matching contribution, discretionary incentive contribution, and an allocation of investment earnings of the Plan and fees.  Allocations are based on participants’ contributions or account balances, as defined in the Plan document.

 

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

 

Investment Options—All investments are held by the Sempra Energy 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 and Fidelity Investment Managers or a broad range of funds through a brokerage account.  Participants may invest a maximum of 50% of the value of their accounts (excluding the Employer Contribution Account) in the brokerage account.

 

Payment of Benefits—Participants receive their vested account balance in a single lump sum payment in cash or Company stock for any portion of their account held in Company stock at their termination of employment with the Company, retirement date, permanent disability or in the event of death.

 

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 assets of the plan will be distributed to the participants.

 

 

Related Party Transactions—Certain Plan investments are shares of mutual funds managed by T. Rowe Price, the Plan’s recordkeeper, therefore, these transactions qualify as party-in-interest transactions.  Fees paid by the Plan to the recordkeeper for investment management services were $32,626 and $38,853 for the years ended December 31, 2002 and 2001, respectively.

 

5



 

2.             SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Accounting—The Plan maintains its financial statements on the accrual basis of accounting.

 

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.

 

Investment Valuation and Income Recognition—The Plan’s investments are stated at fair value based on quoted market prices.  Loans are carried at cost plus accrued interest, which approximates fair value.  Purchases and sales of securities are recorded on trade date.  Interest income is recorded on the accrual basis.  Dividends are recorded on the ex-dividend date.

 

Benefit Payments—Payments are recorded when paid.

 

3.             TAX STATUS

 

On November 14, 2002, the Internal Revenue Service issued the Plan a favorable determination letter stating that the Plan, as then designed, was in compliance with the applicable sections of the IRC, and the underlying trust is therefore exempt from taxation under Section 501(a) of the IRC.

 

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.

 

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

 

The Plan’s assets are held in a trust account at T. Rowe Price, the trustee of the Plan, and consist of an interest in the Master Trust.  Use of the Master Trust permits the commingling of the trust assets of two or more similar employee benefit plans sponsored by Sempra Energy for investment and administrative purposes.  The Plan has an approximate interest of 10% and 14% in the assets available for benefits of the Master Trust at December 31, 2002 and 2001 respectively.

 

Net earnings of the Master Trust are allocated daily by T. Rowe Price to each participant account balance.  Net earnings include interest income, dividend income and net appreciation (depreciation) of investments.  Benefit payments, contributions and expenses are made on a specific-identification basis.

 

6



 

The assets available for benefits of the Master Trust at December 31, 2002 and 2001 are summarized as follows:

 

 

 

2002

 

2001

 

 

 

 

 

 

 

Sempra Energy common stock

 

$

532,653

 

$

530,473

 

Common/collective trusts

 

253,055

 

282,049

 

Mutual funds

 

125,883

 

123,453

 

Participant loans

 

24,880

 

22,794

 

 

 

 

 

 

 

Assets available for benefits

 

$

936,471

 

$

958,769

 

 

Net (depreciation) appreciation and dividend and interest income of the Master Trust for the year ended December 31, 2002 and 2001 is summarized as follows:

 

 

 

2002

 

2001

 

 

 

 

 

 

 

Net (depreciation) appreciation of investments:

 

 

 

 

 

Sempra Energy common stock

 

$

(16,142

)

$

30,265

 

Common/collective trusts

 

(50,847

)

(33,132

)

Mutual funds

 

(12,802

)

1,281

 

Dividends

 

23,088

 

22,802

 

Interest

 

1,933

 

1,930

 

 

The following presents investments that represent 5% or more of the Plan’s assets at December 31, 2002 and 2001:

 

 

 

2002

 

2001

 

 

 

 

 

 

 

Sempra Energy common stock

 

$

36,779

 

$

52,042

 

T. Rowe Price Equity Index Trust

 

18,491

 

33,279

 

T. Rowe Price Small-Cap Stock Fund

 

9,068

 

13,400

 

T. Rowe Price Retirement Strategy Trust - Balanced

 

5,761

 

7,046

 

TRP Stable Value Fund

 

5,333

 

4,684

 

 

The Plan and Master Trust invest 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 assets available for plan benefits.

 

7



 

6.     NON-PARTICIPANT DIRECTED INVESTMENTS (DOLLARS IN THOUSANDS)

 

The Company’s contributions to the Plan are invested solely in Sempra Energy common stock.  These contributions are classified as non-participant directed investments.  Information about the Plan’s assets and the significant components of the Plan’s changes in assets relating to the non-participant directed investments for the year ended December 31, 2002 and 2001 are as follows:

 

 

 

2002

 

2001

 

 

 

 

 

 

 

Assets:

 

 

 

 

 

Sempra Energy common stock

 

$

25,610

 

$

35,409

 

 

 

 

 

 

 

Changes in Assets:

 

 

 

 

 

Contributions

 

$

3,350

 

$

4,337

 

Net investment income

 

(1,229

)

3,372

 

Distributions to participants or their beneficiaries

 

(1,619

)

(1,769

)

Transfers to plans of related entities

 

(10,301

)

(81

)

 

 

 

 

 

 

Total changes in assets

 

$

(9,799

)

$

5,859

 

 

******

 

8



 

SAN DIEGO GAS &
ELECTRIC COMPANY
SAVINGS PLAN


Financial Statements for the Years Ended
December 31, 2002 and 2001 and
Independent Auditors’ Report

 



 

SAN DIEGO GAS & ELECTRIC COMPANY SAVINGS PLAN

 

TABLE OF CONTENTS

 

INDEPENDENT AUDITORS’ REPORT

 

FINANCIAL STATEMENTS AS OF DECEMBER 31, 2002 AND 2001
AND FOR THE YEARS THEN ENDED:

 

Statements of Assets Available for Benefits

 

Statements of Changes in Assets Available for Benefits

 

Notes to Financial Statements

 

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

 



 

INDEPENDENT AUDITORS’ REPORT

 

 

San Diego Gas & Electric Company Savings Plan

 

We have audited the accompanying statements of assets available for benefits of San Diego Gas & Electric Company Savings Plan (the “Plan”) as of December 31, 2002 and 2001, and the related statements of changes in assets available for benefits for the years then ended.  These financial statements are the responsibility of the Plan’s management.  Our responsibility is to express an opinion on these financial statements based on our audits.

 

We conducted our audits in accordance with auditing standards generally accepted in the United States of America.  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes 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 assets available for benefits of the Plan at December 31, 2002 and 2001, and the changes in assets available for benefits of the Plan for the years then ended in conformity with accounting principles generally accepted in the United States of America.

 

 

/s/ DELOITTE & TOUCHE LLP

 

 

 

San Diego, California

June 23, 2003

 

 

1



 

SAN DIEGO GAS & ELECTRIC COMPANY SAVINGS PLAN

 

STATEMENTS OF ASSETS AVAILABLE FOR BENEFITS

DECEMBER 31, 2002 AND 2001

(DOLLARS IN THOUSANDS)

 

 

 

2002

 

2001

 

 

 

 

 

 

 

CASH AND CASH EQUIVALENTS

 

$

7

 

$

1

 

 

 

 

 

 

 

INVESTMENT:

 

 

 

 

 

At fair value:

 

 

 

 

 

Investment in Master Trust

 

338,826

 

315,990

 

 

 

 

 

 

 

RECEIVABLES:

 

 

 

 

 

Dividends

 

1,672

 

1,437

 

Employer contributions

 

1,778

 

1,489

 

 

 

 

 

 

 

Total receivables

 

3,450

 

2,926

 

 

 

 

 

 

 

ASSETS AVAILABLE FOR BENEFITS

 

$

342,283

 

$

318,917

 

 

See notes to financial statements.

 

2



 

SAN DIEGO GAS & ELECTRIC COMPANY SAVINGS PLAN

 

STATEMENTS OF CHANGES IN ASSETS AVAILABLE FOR BENEFITS

YEARS ENDED DECEMBER 31, 2002 AND 2001

(DOLLARS IN THOUSANDS)

 

 

 

2002

 

2001

 

 

 

 

 

 

 

ADDITIONS:

 

 

 

 

 

Net investment (loss) income:

 

 

 

 

 

Equity in net investment (loss) income of the Master Trust

 

$

(21,826

)

$

6,308

 

Less investment expenses

 

112

 

106

 

 

 

 

 

 

 

Net investment (loss) income

 

(21,938

)

6,202

 

 

 

 

 

 

 

Contributions:

 

 

 

 

 

Employer

 

7,115

 

5,417

 

Participating employees

 

22,634

 

16,816

 

 

 

 

 

 

 

Total contributions

 

29,749

 

22,233

 

 

 

 

 

 

 

Transfers from plans of related entities

 

42,097

 

 

 

 

 

 

 

 

Net additions

 

49,908

 

28,435

 

 

 

 

 

 

 

DEDUCTIONS:

 

 

 

 

 

Distributions to participants or their beneficiaries

 

25,600

 

50,180

 

Transfers to plans of related entities

 

942

 

1,647

 

 

 

 

 

 

 

Total deductions

 

26,542

 

51,827

 

 

 

 

 

 

 

NET INCREASE (DECREASE)

 

23,366

 

(23,392

)

 

 

 

 

 

 

ASSETS AVAILABLE FOR BENEFITS:

 

 

 

 

 

Beginning of year

 

318,917

 

342,309

 

 

 

 

 

 

 

End of year

 

$

342,283

 

$

318,917

 

 

See notes to financial statements.

 

3



 

SAN DIEGO GAS & ELECTRIC COMPANY SAVINGS PLAN

 

NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2002 AND 20
01

 

1.             PLAN DESCRIPTION AND RELATED INFORMATION

 

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

 

General—The Plan is a defined contribution plan that provides employees of San Diego Gas & Electric Company (the “Company” or “Employer”) with retirement benefits.  Employees may participate immediately in the Plan and, after one year in which they complete 1,000 hours of service, receive an employer matching contribution.  Employees make regular savings investments in common stock of Sempra Energy, the Parent Company, 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”).

 

The Plan was amended, effective June 1, 2000, to allow for automatic deferrals for employees who neither elect a specific deferral percentage, nor elect not to participate in the Plan.  The automatic deferral is an amount equal to 3% of eligible pay and the investment vehicle is the Retirement Strategy Trust -Balanced Fund.

 

On, September 20, 2001, the California Public Utilities Commission approved Sempra Energy’s request to integrate the management teams of the California Utilities.  The decision retains the separate identities of each utility and is not a merger.  Instead, utility integration is a reorganization that consolidates senior management functions of the two utilities and returns to utilities the majority of shared support services previously provided by Sempra Energy’s centralized corporate center.  Integration is expected to result in more efficient and effective operations.  The resulting transfer of employees took place on April 1, 2002.  The Plan assets of the employees who returned a written request to have their assets transferred to the utilities from Sempra Energy were transferred to the Plan of the receiving company throughout the year following receipt of their request.

 

During the year, employees transfer between the Company and related entities for various reasons.  These transfers follow Federal Affiliated Compliance Guidelines and result in the transfer of participant assets from one plan to another.

 

Administration—Certain administrative functions are performed by officers or employees of the Company.  No such officer or employee receives compensation from the Plan.  Certain administrative expenses are paid directly by the Company, such as legal and accounting fees. All investment expenses are paid by the Plan, including recordkeeping, trustee fees and investment management fees.

 

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%, in 2002, and 15%, in 2001, of eligible pay on a pre-tax basis, an after-tax basis, or a combination.  The IRC limited total individual pre-tax contributions to $11,000 and $10,500, in 2002 and 2001, respectively.  On January 1, 2002, catch-up contributions were permitted for participants of at least 50 years of age. The catch-up provision provides these participants the opportunity to contribute an additional $1,000 on a pre-tax basis in

 

4



 

2002 (increasing to $2,000 in 2003, $3,000 in 2004, $4,000 in 2005 and $5,000 in 2006, with inflation adjustments after that until December 31, 2010).

 

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

 

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.  Incentive contributions of 0.814% and 1% of eligible compensation were made for 2002 and 2001, respectively.  The incentive contributions were made on March 14, 2003 and March 15, 2002 to all employees employed on December 31, 2002 and 2001, respectively.  For the 2001 incentive, the contributions were made in the form of cash, which was then used to purchase Sempra Energy common stock.  For the 2002 incentive, the contributions were made in the form of newly issued shares of Sempra Energy common stock.

 

Participant Accounts—Separate accounts are maintained for each participant.  Each participant’s account is credited with the participant’s contributions, the Employer’s nonelective matching contribution and discretionary incentive contribution, and an allocation of investment earnings of the Plan and fees.  Allocations are based on participants’ contributions or account balances, as defined in the Plan document.

 

Vesting—All participant accounts are fully vested and nonforfeitable.

 

Investment Options—All investments are held by the Sempra Energy 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 and Fidelity Investment Managers or a broad range of funds through a brokerage account.  Participants may invest a maximum of 50% of the value of their accounts (excluding the Employer Contribution Account) in the brokerage account.

 

Payment of Dividends—Active employees have the option 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. Cash dividends will be paid to former employees who have elected to leave their accounts in the Plan.

 

Payment of Benefits—Participants receive their vested account balance in a single lump sum payment in cash or Company stock for any portion of their account held in Company stock at their termination of employment with the Company, retirement date, permanent disability or in the event of death.

 

Termination of the Plan—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 assets of the plan will be distributed to the participants.

 

Reclassifications—For 2001 certain amounts have been reclassified to conform to the 2002 presentation.

 

Related Party Transactions—Certain Plan investments are shares of mutual funds managed by T. Rowe Price, the Plan’s recordkeeper, therefore, these transactions qualify as party-in-interest transactions.  Fees paid by the Plan to the recordkeeper for investment management services were $112,151 and $105,887 for the years ended December 31, 2002 and 2001, respectively.

 

5



 

2.             SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Accounting—The Plan’s financial statements are prepared on the accrual basis of accounting.

 

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.

 

Investment Valuation and Income Recognition—The Plan’s investments are stated at fair value based on quoted market prices. Loans are carried at cost plus accrued interest, which approximates fair value.  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—Payments are recorded when paid.

 

3.             TAX STATUS

 

On November 14, 2002, the Internal Revenue Service issued the Plan a favorable determination letter stating that the Plan, as then designed, was in compliance with the applicable sections of the IRC, and the underlying trust is therefore exempt from taxation under Section 501(a) of the IRC.

 

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.

 

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

 

The Plan’s assets are held in a trust account at T. Rowe Price, the trustee of the Plan, and consist of an interest in the Master Trust.  Use of the Master Trust permits the commingling of the trust assets of two or more similar employee benefit plans sponsored by Sempra Energy, for investment and administrative purposes.  The Plan had interests of approximately 36% and 33% in the assets available for benefits of the Master Trust at December 31, 2002 and 2001, respectively.

 

Net earnings of the Master Trust are allocated daily by T. Rowe Price to each participant account.  Net earnings include interest income, dividend income and net appreciation (depreciation) of investments.  Benefit payments, contributions and expenses are made on a specific-identification basis.

 

6



 

The assets available for benefits of the Master Trust at December 31, 2002 and 2001 are summarized as follows:

 

 

 

2002

 

2001

 

 

 

 

 

 

 

Sempra Energy common stock

 

$

532,653

 

$

530,473

 

Common/collective trusts

 

253,055

 

282,049

 

Mutual funds

 

125,883

 

123,453

 

Participant loans

 

24,880

 

22,794

 

 

 

 

 

 

 

Assets available for benefits

 

$

936,471

 

$

958,769

 

 

Net (depreciation) appreciation, dividend and interest income for the Master Trust for the year ended December 31, 2002 and 2001 are as follows:

 

 

 

2002

 

2001

 

 

 

 

 

 

 

Net (depreciation) appreciation of investments:

 

 

 

 

 

Sempra Energy common stock

 

$

(16,142

)

$

30,265

 

Common/collective trusts

 

(50,847

)

(33,132

)

Mutual funds

 

(12,802

)

1,281

 

Dividends

 

23,088

 

22,802

 

Interest

 

1,933

 

1,930

 

 

The following investments represent 5% or more of the Plan’s assets at December 31, 2002 and 2001:

 

 

 

2002

 

2001

 

 

 

 

 

 

 

Sempra Energy common stock

 

$

182,614

 

$

166,369

 

T. Rowe Price Equity Index Trust

 

58,090

 

66,574

 

T. Rowe Price Small-Cap Stock Fund

 

33,346

 

34,150

 

Fidelity U.S. Bond Index Fund

 

17,219

 

11,224

 

 

The Plan and Master Trust invest 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 assets available for plan benefits.

 

7



 

6.             NON-PARTICIPANT DIRECTED INVESTMENTS (DOLLARS IN THOUSANDS)

 

The Company’s contributions to the Plan are invested solely in Sempra Energy common stock. These contributions are classified as non-participant directed investments. Information about the Plan’s assets and the significant components of the Plan’s changes in assets relating to the Sempra Energy common stock for the years ended December 31, 2002 and 2001 are as follows:

 

 

 

2002

 

2001

 

 

 

 

 

 

 

Assets:

 

 

 

 

 

Sempra Energy common stock in the Master Trust

 

$

99,690

 

$

88,051

 

 

 

 

 

 

 

Changes in Assets:

 

 

 

 

 

Contributions

 

$

7,115

 

$

5,409

 

Net investment income

 

1,762

 

8,894

 

Distributions to participants or their beneficiaries

 

(7,609

)

(14,923

)

Transfers to (from) plans of related entities

 

10,371

 

(413

)

 

 

 

 

 

 

Total changes in assets

 

$

11,639

 

$

(1,033

)

 

*******

 

8



 

SOUTHERN CALIFORNIA
GAS COMPANY
RETIREMENT SAVINGS
PLAN

 

Financial Statements for the Years Ended
December 31, 2002 and 2001and
Independent Auditors’ Report

 



 

SOUTHERN CALIFORNIA GAS COMPANY
RETIREMENT SAVINGS PLAN

 

TABLE OF CONTENTS

 

INDEPENDENT AUDITORS’ REPORT

 

FINANCIAL STATEMENTS AS OF DECEMBER 31, 2002
AND 2001 AND FOR THE YEARS THEN ENDED:

 

Statements of Assets Available for Benefits

 

Statements of Changes in Assets Available for Benefits

 

Notes to Financial Statements

 

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

 



 

INDEPENDENT AUDITORS’ REPORT

 

Southern California Gas Company Retirement Savings Plan

 

We have audited the accompanying statements of assets available for benefits of Southern California Gas Company Retirement Savings Plan (the “Plan”) as of December 31, 2002 and 2001, and the related statements of changes in assets available for benefits for the years then ended.  These financial statements are the responsibility of the Plan’s management.  Our responsibility is to express an opinion on these financial statements based on our audits.

 

We conducted our audits in accordance with auditing standards generally accepted in the United States of America.  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes 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 assets available for benefits of the Plan at December 31, 2002 and 2001, and the changes in assets available for benefits of the Plan for the years then ended in conformity with accounting principles generally accepted in the United States of America.

 

 

/s/ DELOITTE & TOUCHE LLP

 

 

 

San Diego, California

June 23, 2003

 

1



 

SOUTHERN CALIFORNIA GAS COMPANY

RETIREMENT SAVINGS PLAN

 

STATEMENTS OF ASSETS AVAILABLE FOR BENEFITS

DECEMBER 31, 2002 AND 2001

(DOLLARS IN THOUSANDS)

 

 

 

2002

 

2001

 

 

 

 

 

 

 

CASH AND CASH EQUIVALENTS

 

$

96

 

$

215

 

 

 

 

 

 

 

INVESTMENT:

 

 

 

 

 

At fair value:

 

 

 

 

 

Investment in Master Trust

 

494,335

 

502,686

 

 

 

 

 

 

 

RECEIVABLES:

 

 

 

 

 

Dividends

 

2,803

 

2,717

 

Employer contributions

 

781

 

887

 

 

 

 

 

 

 

Total receivables

 

3,584

 

3,604

 

 

 

 

 

 

 

ASSETS AVAILABLE FOR BENEFITS

 

$

498,015

 

$

506,505

 

 

See notes to financial statements.

 

2



 

SOUTHERN CALIFORNIA GAS COMPANY

RETIREMENT SAVINGS PLAN

 

STATEMENTS OF CHANGES IN ASSETS AVAILABLE FOR BENEFITS

YEARS ENDED DECEMBER 31, 2002 AND 2001

(DOLLARS IN THOUSANDS)

 

 

 

2002

 

2001

 

 

 

 

 

 

 

ADDITIONS:

 

 

 

 

 

Net investment (loss) income:

 

 

 

 

 

Equity in net investment (loss) income of the Master Trust

 

$

(21,885

)

$

16,347

 

Investment expenses

 

194

 

205

 

 

 

 

 

 

 

Net investment (loss) income

 

(22,079

)

16,142

 

 

 

 

 

 

 

Contributions:

 

 

 

 

 

Employer

 

8,285

 

7,596

 

Participating employees

 

25,396

 

22,094

 

 

 

 

 

 

 

Total contributions

 

33,681

 

29,690

 

 

 

 

 

 

 

Transfers from plans of realted entities

 

753

 

1,096

 

 

 

 

 

 

 

Net additions

 

12,355

 

46,928

 

 

 

 

 

 

 

DEDUCTIONS:

 

 

 

 

 

Distributions to participants or their beneficiaries

 

19,835

 

19,542

 

Transfers to plans of related entities

 

1,010

 

 

 

 

 

 

 

 

 

Total deductions

 

20,845

 

19,542

 

 

 

 

 

 

 

NET (DECREASE) INCREASE

 

(8,490

)

27,386

 

 

 

 

 

 

 

ASSETS AVAILABLE FOR BENEFITS:

 

 

 

 

 

Beginning of year

 

506,505

 

479,119

 

 

 

 

 

 

 

End of year

 

$

498,015

 

$

506,505

 

 

See notes to financial statements.

 

3



 

SOUTHERN CALIFORNIA GAS COMPANY
RETIREMENT SAVINGS PLAN

 

NOTES TO FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2002 AND 2001

 

1.                                      PLAN DESCRIPTION AND RELATED INFORMATION

 

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

 

General—The Plan is a defined contribution plan that provides employees of Southern California Gas Company (the “Company” or “Employer”) with retirement benefits.  Effective January 1, 2001, 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, 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”).

 

The Plan was amended effective June 1, 2000, to allow for automatic deferrals for employees who neither elect a specific deferral percentage, nor elect not to participate in the Plan.  The automatic deferral is an amount equal to 3% of eligible pay and the investment vehicle is the Retirement Strategy Trust - Balanced Fund.

 

On, September 20, 2001, the California Public Utilities Commission approved Sempra Energy’s request to integrate the management teams of the California Utilities.  The decision retains the separate identities of each utility and is not a merger.  Instead, utility integration is a reorganization that consolidates senior management functions of the two utilities and returns to utilities the majority of shared support services previously provided by Sempra Energy’s centralized corporate center.  Integration is expected to result in more efficient and effective operations.  The resulting transfer of employees took place on April 1, 2002.  The Plan assets of the employees who returned a written request to have their assets transferred to the utilities from Sempra Energy were transferred to the Plan of the receiving company throughout the year following receipt of their request.

 

During the year, employees transfer between the Company and related entities for various reasons.  These transfers follow Federal Affiliated Compliance Guidelines and result in the transfer of participant assets from one plan to another.

 

Administration—Certain administrative functions are performed by officers or employees of the Company.  No such officer or employee receives compensation from the Plan.  Certain administrative expenses are paid directly by the Company, such as legal and accounting fees. All investment expenses are paid by the Plan, including recordkeeping, trustee fees and investment management fees.

 

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

 

Participating Employee Contributions: Non-Represented and Represented Employees—Pursuant to Section 401(a) of the Internal Revenue Code (the “IRC”), participants may contribute up to 25%, in 2002, and 15%, in 2001, of eligible pay on a pre-tax basis, an after-tax basis, or a combination.  The IRC limited total individual pre-tax contributions to $11,000 and $10,500, in 2002 and 2001, respectively.  On January 1, 2002, catch-up contributions were permitted for participants of at least

 

4



 

50 years of age. The catch-up provision provides these participants the opportunity to contribute an additional $1,000 on a pre-tax basis in 2002 (increasing to $2,000 in 2003, $3,000 in 2004, $4,000 in 2005 and $5,000 in 2006, with inflation adjustments after that until December 31, 2010).

 

Employer Nonelective Matching Contribution—The Company makes matching contributions to the Plan equal to 50% of each participant’s contribution, up to the first 6% of eligible pay.  The Company’s matching contributions are invested in Sempra Energy common stock.  Employer contributions are funded in part from the Sempra Energy Employee Stock Ownership Plan and Trust.  Both represented and non-represented employees are eligible for the employer nonelective matching contribution after completing one year of service.

 

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 non-represented employees.  Incentive contributions of 0.814% and 1% of eligible compensation were made for 2002 and 2001, respectively.  The incentive contributions were made on March 14, 2003 and March 15, 2002 to all employees employed on December 31, 2002 and 2001, respectively.  For the 2001 incentive, the contributions were made in the form of cash, which was then used to purchase Sempra Energy common stock.  For the 2002 incentive, the contributions were made in the form of newly issued shares of Sempra Energy common stock.

 

Participant Accounts—Separate accounts are maintained for each participant.  Each participant employee’s account is credited with the participant’s contributions, the Employer’s nonelective matching contributions and discretionary incentive contributions, and an allocation of investment earnings and fees.  Allocations are based on participants’ contributions or account balances, as defined in the Plan document.

 

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

 

Investment Options—All investments are held by the Sempra Energy 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 and Fidelity Investment Managers or a broad range of funds through a brokerage account.  Participants may invest a maximum of 50% of the value of their accounts (excluding the Employer Contribution Account) in the brokerage account.

 

Payment of Dividends—Active employees have the option 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. Cash dividends will be paid to former employees who elected to leave their accounts in the Plan.

 

Payment of Benefits—Participants receive their vested account balance in a single lump sum payment in cash or Company stock for any portion of their account held in Company stock at their termination of employment with the Company, retirement date, permanent disability or in the event of death.

 

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 assets of the plan will be distributed to the participants.

 

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

 

5



 

Fees paid by the Plan to the recordkeeper for investment management services were $193,657 and $204,648 for the years ended December 31, 2002 and 2001, respectively.

 

2.                                      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Accounting—The Plan maintains its financial statements on the accrual basis of accounting.

 

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.

 

Investment Valuation and Income Recognition—The Plan’s investments are stated at fair value based on quoted market prices.  Loans are carried at cost plus accrued interest which approximates fair value. 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—Payments are recorded when paid.

 

3.                                      TAX STATUS

 

On November 14, 2002, the Internal Revenue Service issued the Plan a favorable determination letter stating that the Plan, as then designed, was in compliance with the applicable sections of the IRC, and the underlying trust is therefore exempt from taxation under Section 501(a) of the IRC.

 

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.

 

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

 

The Plan’s assets are held in a trust account at T. Rowe Price and consist of an interest in the Master Trust.  Use of the Master Trust permits the commingling of the trust assets of two or more similar employee benefit plans sponsored by Sempra Energy, for investment and administrative purposes.  The Plan had interests of approximately 53% and 52% in the assets available for plan benefits of the Master Trust at December 31, 2002 and 2001, respectively.

 

Net earnings of the Master Trust are allocated daily by T. Rowe Price to each participant account.  Net earnings include interest income, dividend income and net appreciation (depreciation) of investments.  Benefit payments, contributions and expenses are made on a specific-identification basis.

 

6



 

The assets available for benefits of the Master Trust at December 31, 2002 and 2001 are summarized as follows:

 

 

 

2002

 

2001

 

 

 

 

 

 

 

Sempra Energy common stock

 

$

532,653

 

$

530,473

 

Common/collective trusts

 

253,055

 

282,049

 

Mutual funds

 

125,883

 

123,453

 

Participant loans

 

24,880

 

22,794

 

 

 

 

 

 

 

Assets available for benefits

 

$

936,471

 

$

958,769

 

 

Net (depreciation) appreciation, and dividend and interest income for the Master Trust for the years ended December 31, 2002 and 2001 are as follows:

 

 

 

2002

 

2001

 

 

 

 

 

 

 

Net (depreciation) appreciation of investments:

 

 

 

 

 

Sempra Energy common stock

 

$

(16,142

)

$

30,265

 

Common/collective trusts

 

(50,847

)

(33,132

)

Mutual funds

 

(12,802

)

1,281

 

Dividends

 

23,088

 

22,802

 

Interest

 

1,933

 

1,930

 

 

The following investments represent 5% or more of the Plan’s assets at December 31, 2002 and 2001:

 

 

 

2002

 

2001

 

 

 

 

 

 

 

Sempra Energy common stock

 

$

308,634

 

$

308,863

 

T. Rowe Price Equity Index Trust

 

66,238

 

83,455

 

TRP Stable Value Fund

 

27,919

 

22,636

 

 

The Plan and Master Trust invest 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 assets available for plan benefits.

 

7



 

6.                                      NON-PARTICIPANT DIRECTED INVESTMENTS (DOLLARS IN THOUSANDS)

 

The Company’s contributions to the Plan are invested solely in Sempra Energy common stock.  These contributions are classified as non-participant directed investments.  Information about the Plan’s assets and the significant components of the Plan’s changes in assets relating to the non-participant directed investments for the years ended December 31, 2002 and 2001 are as follows:

 

 

 

2002

 

2001

 

 

 

 

 

 

 

Assets:

 

 

 

 

 

Sempra Energy common stock in the Master Trust

 

$

145,941

 

$

142,929

 

 

 

 

 

 

 

Changes in Assets:

 

 

 

 

 

Contributions

 

$

8,266

 

$

7,596

 

Net investment income

 

715

 

12,387

 

Distributions to employees, retirees or their beneficiaries

 

(5,898

)

(6,228

)

Transfers (to) from plans of related entities

 

(71

)

309

 

 

 

 

 

 

 

Total changes in assets

 

$

3,012

 

$

14,064

 

 

******

 

8



 

SEMPRA ENERGY TRADING
RETIREMENT SAVINGS
PLAN

 

Financial Statements for the Years Ended
December 31, 2002 and 2001 and
Independent Auditors’ Report

 



 

SEMPRA ENERGY TRADING RETIREMENT SAVINGS PLAN

 

TABLE OF CONTENTS

 

INDEPENDENT AUDITORS’ REPORT

 

FINANCIAL STATEMENTS AS OF DECEMBER 31, 2002 AND 2001 AND FOR THE YEARS THEN ENDED:

 

Statements of Assets Available for Benefits

 

Statements of Changes in Assets Available for Benefits

 

Notes to Financial Statements

 

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

 



 

INDEPENDENT AUDITORS’ REPORT

 

Sempra Energy Trading Retirement Savings Plan

 

We have audited the accompanying statements of assets available for benefits of Sempra Energy Trading Retirement Savings Plan (the “Plan”) as of December 31, 2002 and 2001, and the related statements of changes in assets available for benefits for the years then ended.  These financial statements are the responsibility of the Plan’s management.  Our responsibility is to express an opinion on these financial statements based on our audits.

 

We conducted our audits in accordance with auditing standards generally accepted in the United States of America.  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes 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 assets available for benefits of the Plan at December 31, 2002 and 2001, and the changes in assets available for benefits for the years then ended in conformity with accounting principles generally accepted in the United States of America.

 

 

/s/ DELOITTE & TOUCHE LLP

 

 

 

 

San Diego, California

June 23, 2003

 

1



 

SEMPRA ENERGY TRADING RETIREMENT SAVINGS PLAN

 

STATEMENTS OF ASSETS AVAILABLE FOR BENEFITS

DECEMBER 31, 2002 AND 2001

(DOLLARS IN THOUSANDS)

 

 

 

2002

 

2001

 

 

 

 

 

 

 

INVESTMENT:

 

 

 

 

 

At fair value:

 

$

12,654

 

$

9,079

 

Investment in Master Trust

 

 

 

 

 

 

 

 

 

 

 

RECEIVABLES:

 

 

 

 

 

Dividends

 

48

 

33

 

Employer contributions

 

272

 

244

 

 

 

 

 

 

 

Total receivables

 

320

 

277

 

 

 

 

 

 

 

ASSETS AVAILABLE FOR BENEFITS

 

$

12,974

 

$

9,356

 

 

See notes to financial statements.

 

2



 

SEMPRA ENERGY TRADING RETIREMENT SAVINGS PLAN

 

STATEMENTS OF CHANGES IN ASSETS AVAILABLE FOR BENEFITS

YEARS ENDED DECEMBER 31, 2002 AND 2001

(DOLLARS IN THOUSANDS)

 

 

 

2002

 

2001

 

 

 

 

 

 

 

ADDITIONS:

 

 

 

 

 

Net investment loss:

 

 

 

 

 

Equity in net investment loss of the Master Trust

 

$

(826

)

$

(7

)

Less investment expenses

 

4

 

3

 

 

 

 

 

 

 

Net investment loss

 

(830

)

(10

)

 

 

 

 

 

 

Contributions:

 

 

 

 

 

Employer

 

1,287

 

859

 

Participating employees

 

3,780

 

1,883

 

 

 

 

 

 

 

Total contributions

 

5,067

 

2,742

 

 

 

 

 

 

 

Transfers from plans of related entities

 

1

 

21

 

 

 

 

 

 

 

Total additions

 

4,238

 

2,753

 

 

 

 

 

 

 

DEDUCTIONS:

 

 

 

 

 

Distributions to participants or their beneficiaries

 

620

 

250

 

 

 

 

 

 

 

NET INCREASE

 

3,618

 

2,503

 

 

 

 

 

 

 

ASSETS AVAILABLE FOR BENEFITS:

 

 

 

 

 

Beginning of year

 

9,356

 

6,853

 

 

 

 

 

 

 

End of year

 

$

12,974

 

$

9,356

 

 

See notes to financial statements.

 

3



 

SEMPRA ENERGY TRADING RETIREMENT SAVINGS PLAN

 

NOTES TO FINANCIAL STATEMENTS

YEAR ENDED DECEMBER 31, 2002 AND 2001

 

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.  Participants should refer to the Plan document for a more complete description of the Plan’s provisions.

 

General—The Plan is a defined contribution plan that provides employees of Sempra Energy Trading 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 common stock of Sempra Energy, the Parent Company, 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”).

 

The Plan was amended, effective June 1, 2000, to allow for automatic deferrals for employees who neither elect a specific deferral percentage, nor elect not to participate in the Plan.  The automatic deferral is an amount equal to 3% of eligible pay and the investment vehicle is the Retirement Strategy Trust - Balanced Fund.

 

During the year, employees transfer between the Company and related entities for various reasons.  These transfers follow Federal Affiliated Compliance Guidelines and result in the transfer of participant assets from one plan to another.

 

Administration—Certain administrative functions are performed by officers or employees of the Company.  No such officer or employee receives compensation from the Plan.  Certain administrative expenses are paid directly by the Company, such as legal and accounting fees. All investment expenses are paid by the Plan, including recordkeeping, trustee fees and investment management fees.

 

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

 

Participating Employee Contributions— Pursuant section 401(a) of the Internal Revenue Code (the “IRC”), participants may contribute up to 25%, in 2002, and 15%, in 2001, of eligible pay on a pre-tax basis, an after-tax basis, or a combination.  The IRC limited total individual pre-tax contributions to $11,000 and $10,500, in 2002 and 2001, respectively.  On January 1, 2002, catch-up contributions were permitted for participants of at least 50 years of age. The catch-up provision provides these participants the opportunity to contribute an additional $1,000 on a pre-tax basis in 2002 (increasing to $2,000 in 2003, $3,000 in 2004, $4,000 in 2005 and $5,000 in 2006, with inflation adjustments after that until December 31, 2010).

 

Employer Nonelective Matching Contribution—After one year of service in which an employee worked at least 1,000 hours of service, the Company makes contributions to the Plan based on the participant’s contributions and years of service as follows:

 

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

 

4



 

The Company also provides an additional matching contribution of 15% of the participant’s total pre-tax contribution, subject to certain limitations described in the Plan document.

 

The Company’s matching contributions are invested in Sempra Energy common stock.

 

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. Incentive contributions of 0.814% and 1% of eligible compensation were made for 2002 and 2001, respectively.  The incentive contributions were made on March 14, 2003 and March 15, 2002 to all employees employed on December 31, 2002 and 2001, respectively.  For the 2001 incentive, the contributions were made in the form of cash, which was then used to purchase Sempra Energy common stock.  For the 2002 incentive, the contributions were made in the form of newly issued shares of Sempra Energy common stock.

 

Participant Accounts—Separate accounts are maintained for each participant.  Each participant employee’s account is credited with the participant’s contributions, the Employer’s non-elective matching contribution and discretionary incentive contribution, and an allocation of investment earnings of the Plan and fees.  Allocations are based on participants’ contributions or account balances, as defined in the Plan document.

 

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

 

Investment Options—All investments are held by the Sempra Energy 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 and Fidelity Investment Managers or a broad range of funds through a brokerage account.  Participants may invest a maximum of 50% of the value of their accounts (excluding the Employer Contribution Account) in the brokerage account.

 

Payment of Benefits—Participants receive their vested account balance in a single lump sum payment in cash or Company stock for any portion of their account held in Company stock at their termination of employment with the Company, retirement date, permanent disability or in the event of death.

 

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 assets of the plan will be distributed to the participants.

 

Related Party Transactions—Certain Plan investments are shares of mutual funds managed by T. Rowe Price, the Plan’s recordkeeper, therefore, these transactions qualify as party-in-interest transactions.  Fees paid by the Plan to the recordkeeper for investment management services were $3,656 and $2,819 for the years ended December 31, 2002 and 2001, respectively.

 

2.                                      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Accounting—The Plan maintains its financial statements on the accrual basis of accounting.

 

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.

 

5



 

Investment Valuation and Income Recognition—The Plan’s investments are stated at fair value based on quoted market prices.  Loans are carried at cost plus accrued interest, which approximates fair value. 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—Payments are recorded when paid.

 

3.                                      TAX STATUS

 

On November 14, 2002, the Internal Revenue Service issued the Plan a favorable determination letter stating that the Plan, as then designed, was in compliance with the applicable sections of the IRC, and the underlying trust is therefore exempt from taxation under Section 501(a) of the IRC.

 

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.

 

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

 

The Plan’s assets are held in a trust account at T. Rowe Price, the trustee of the Plan, and consist of an interest in the Master Trust.  Use of the Master Trust permits the commingling of the trust assets of two or more similar employee benefit plans sponsored by Sempra Energy, for investment and administrative purposes.  The Plan had an approximate 1% interest in the assets available for plan benefits of the Master Trust at both December 31, 2002 and 2001.

 

Net earnings of the Master Trust are allocated daily by T. Rowe Price to each participant account.  Net earnings include interest income, dividend income and net appreciation (depreciation) of investments.  Benefit payments, contributions and expenses are made on a specific-identification basis.

 

The assets available for benefits of the Master Trust at December 31, 2002 and 2001 are summarized as follows:

 

 

 

2002

 

2001

 

 

 

 

 

 

 

Sempra Energy common stock

 

$

532,653

 

$

530,473

 

Common/collective trusts

 

253,055

 

282,049

 

Mutual funds

 

125,883

 

123,453

 

Participant loans

 

24,880

 

22,794

 

 

 

 

 

 

 

Assets available for benefits

 

$

936,471

 

$

958,769

 

 

6



 

Net (depreciation) appreciation and dividend and interest income for the Master Trust for the years ended December 31, 2002 and 2001 are as follows:

 

 

 

2002

 

2001

 

 

 

 

 

 

 

Net (depreciation) appreciation of investments:

 

 

 

 

 

Sempra Energy common stock

 

$

(16,142

)

$

30,265

 

Common/collective trusts

 

(50,847

)

(33,132

)

Mutual funds

 

(12,802

)

1,281

 

Dividends

 

23,088

 

22,802

 

Interest

 

1,933

 

1,930

 

 

The following investments represent 5% or more of the Plan’s assets at December 31, 2002 and 2001:

 

 

 

2002

 

2001

 

 

 

 

 

 

 

Sempra Energy common stock

 

$

4,572

 

$

3,198

 

T. Rowe Price Equity Index Trust

 

1,833

 

1,725

 

T. Rowe Price Small-Cap Stock Fund

 

1,341

 

1,153

 

T. Rowe Price Retirement Strategy Trust - Conservative Growth

 

744

 

697

 

T. Rowe Price Retirement Strategy Trust - Balanced Fund

 

740

 

541

 

Fidelity Select International Fund

 

636

 

504

 

TRP Stable Value Fund

 

1,180

 

349

 

Fidelity US Bond Index Fund

 

715

 

279

 

 

The Plan and Master Trust invest 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 assets available for plan benefits.

 

6.                                      NON-PARTICIPANT DIRECTED INVESTMENTS (DOLLARS IN THOUSANDS)

 

The Company’s contributions to the Plan are invested solely in Sempra Energy common stock.  These contributions are classified as non-participant directed investments.  Information about the Plan’s assets and the significant components of the Plan’s changes in assets relating to the non-participant directed investments for the years ended December 31, 2002 and 2001 are as follows:

 

 

 

2002

 

2001

 

 

 

 

 

 

 

Assets:

 

 

 

 

 

Sempra Energy common stock in the Master Trust

 

$

4,147

 

$

2,942

 

 

 

 

 

 

 

Changes in Assets:

 

 

 

 

 

Contributions

 

$

1,287

 

$

859

 

Net investment income

 

79

 

286

 

Distributions to participants or their beneficiaries

 

(162

)

(86

)

Transfers from plans of related entities

 

1

 

1

 

 

 

 

 

 

 

Total changes in assets

 

$

1,205

 

$

1,060

 

 

******

 

7



 

TWIN OAKS
RETIREMENT
SAVINGS PLAN

 

Financial Statements for the Period From
November 1, 2002 (Inception of Plan) Through
December 31, 2002 and
Independent Auditors’ Report

 



 

TWIN OAKS RETIREMENT SAVINGS PLAN

 

TABLE OF CONTENTS

 

INDEPENDENT AUDITORS’ REPORT

 

FINANCIAL STATEMENTS AS OF DECEMBER 31, 2002 AND FOR THE PERIOD FROM NOVEMBER 1, 2002 (INCEPTION OF PLAN) THROUGH DECEMBER 31, 2002:

 

Statement of Assets Available for Benefits

 

Statement of Changes in Assets Available for Benefits

 

Notes to Financial Statements

 

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

 



 

INDEPENDENT AUDITORS’ REPORT

 

Twin Oaks Retirement Savings Plan

 

We have audited the accompanying statement of assets available for benefits of Twin Oaks Retirement Savings Plan (the “Plan”) as of December 31, 2002, and the related statement of changes in assets available for benefits for the period from November 1, 2002 (inception of plan) through December 31, 2002.  These financial statements are the responsibility of the Plan’s management.  Our responsibility is to express an opinion on these financial statements based on our audit.

 

We conducted our audit in accordance with auditing standards generally accepted in the United States of America.  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audit provides a reasonable basis for our opinion.

 

In our opinion, such financial statements present fairly, in all material respects, the assets available for benefits of the Plan at December 31, 2002, and the changes in assets available for benefits for the period from November 1, 2002 (inception of plan) through December 31, 2002 in conformity with accounting principles generally accepted in the United States of America.

 

 

/s/ DELOITTE & TOUCHE LLP

 

 

 

San Diego, California

June 23, 2003

 

1



 

TWIN OAKS RETIREMENT SAVINGS PLAN

 

STATEMENT OF ASSETS AVAILABLE FOR BENEFITS

DECEMBER 31, 2002

(DOLLARS IN THOUSANDS)

 

INVESTMENT:

 

 

 

At fair value:

 

 

 

Investment in Master Trust

 

$

584

 

 

 

 

 

ASSETS AVAILABLE FOR BENEFITS

 

$

584

 

 

See notes to financial statements.

 

2



 

TWIN OAKS RETIREMENT SAVINGS PLAN

 

STATEMENT OF CHANGES IN ASSETS AVAILABLE FOR BENEFITS

FROM NOVEMBER 1, 2002 (INCEPTION OF PLAN)

THROUGH DECEMBER 31, 2002

(DOLLARS IN THOUSANDS)

 

ADDITIONS:

 

 

 

Net investment loss:

 

 

 

Equity in net investment loss of the Master Trust

 

$

(2

)

Contributions:

 

 

 

Employer

 

30

 

Participating employees

 

556

 

 

 

 

 

Net additions

 

584

 

 

 

 

 

NET INCREASE

 

584

 

 

 

 

 

ASSETS AVAILABLE FOR BENEFITS:

 

 

 

Inception of Plan

 

 

 

 

 

 

End of year

 

$

584

 

 

See notes to financial statements.

 

3



 

TWIN OAKS RETIREMENT SAVINGS PLAN

 

NOTES TO FINANCIAL STATEMENTS

FROM NOVEMBER 1, 2002 (INCEPTION OF PLAN) THROUGH DECEMBER 31, 2002

 

1.                                      PLAN DESCRIPTION AND RELATED INFORMATION

 

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

 

General—The Plan, adopted November 1, 2002, is a defined contribution plan that provides employees of Twin Oaks 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 common stock of Sempra Energy, the Parent Company, 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”).

 

The Plan allows for automatic deferrals for employees who neither elect a specific deferral percentage, nor elect not to participate in the Plan.  The automatic deferral is an amount equal to 3% of eligible pay and the investment vehicle is the Retirement Strategy Trust - Balanced Fund.

 

Administration—Certain administrative functions are performed by officers or employees of the Company.  No such officer or employee receives compensation from the Plan.  Certain administrative expenses are paid directly by the Company, such as legal and accounting fees. All investment expenses are paid by the Plan, including recordkeeping, trustee fees and investment management fees.

 

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 pre-tax basis, an after-tax basis, or a combination. The IRC limits total individual pre-tax contributions in calendar year 2002 to $11,000.  Catch-up contributions are permitted for participants of at least 50 years of age. The catch-up provision provides these participants the opportunity to contribute an additional $1,000 on a pre-tax basis in 2002 (increasing to $2,000 in 2003, $3,000 in 2004, $4,000 in 2005 and $5,000 in 2006, with inflation adjustments after that until December 31, 2010).

 

Employer Nonelective Matching Contribution—After one year of service in which an employee worked at least 1,000 hours of service, the Company makes contributions to the Plan based on the participant’s contributions up to 6% of eligible pay.  The Company’s matching contributions are invested in Sempra Energy common stock.  Employer contributions are funded in part from the Sempra Energy Employee Stock Ownership Plan and Trust.

 

Discretionary Incentive Contribution—If established performance goals and targets of the Company are met in accordance with the terms of the incentive match guidelines established each year, the Company will make an additional incentive contribution of not less than 3% and not more than 6%

 

4



 

of the participant’s eligible pay.  For 2002, no incentive contributions were made.  If contributions were made, those contributions would be in the form of cash, which then would be used to purchase newly issued shares of Sempra Energy common stock.

 

Participant Accounts—Separate accounts are maintained for each participant.  Each participant employee’s account is credited with the participant’s contributions, the Employer’s non-elective matching contribution and discretionary incentive contribution, and an allocation of investment earnings of the Plan and fees.  Allocations are based on participants’ contributions or account balances, as defined in the Plan document.

 

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

 

Investment Options—All investments are held by the Sempra Energy 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 and Fidelity Investment Managers.

 

Payment of Benefits—Participants receive their vested account balance in a single lump sum payment in cash or Company stock for any portion of their account held in Company stock at their termination of employment with the Company, retirement date, permanent disability or in the event of death.

 

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 assets of the plan will be distributed to the participants.

 

2.                                      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Accounting—The Plan maintains its financial statements on the accrual basis of accounting.

 

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.

 

Investment Valuation and Income Recognition—The Plan’s investments are stated at fair value based on quoted market prices.  Loans are carried at cost plus accrued interest, which approximates fair value. 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—Payments are recorded when paid.

 

3.                                      TAX STATUS

 

The Company is in the process of requesting from the Internal Revenue Service a determination letter stating that the Plan, as designed, is in compliance with the applicable requirements of the IRC.  The Plan’s administrator and the Plan’s tax counsel believe that the Plan is designed and operated in accordance with the applicable sections of the IRC, and that the underlying trust is exempt from taxation under Section 501(a) of the IRC.

 

5



 

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.

 

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

 

The Plan’s assets are held in a trust account at T. Rowe Price, the trustee of the Plan, and consist of an interest in the Master Trust.  Use of the Master Trust permits the commingling of the trust assets of two or more similar employee benefit plans sponsored by Sempra Energy, for investment and administrative purposes.  The Plan had less than 1% interest in the assets available for plan benefits of the Master Trust at December 31, 2002.

 

Net earnings of the Master Trust are allocated daily by T. Rowe Price to each participant account.  Net earnings include interest income, dividend income and net appreciation (depreciation) of investments.  Benefit payments, contributions and expenses are made on a specific-identification basis.

 

The assets available for benefits of the Master Trust at December 31, 2002 are summarized as follows:

 

Sempra Energy common stock

 

$

532,653

 

Common/collective trusts

 

253,055

 

Mutual funds

 

125,883

 

Participant loans

 

24,880

 

 

 

 

 

Assets available for benefits

 

$

936,471

 

 

Net depreciation, dividends and interest income for the Master Trust for the year ended December 31, 2002 are as follows:

 

Net depreciation of investments:

 

 

 

Sempra Energy common stock

 

$

(16,142

)

Common/collective trusts

 

(50,847

)

Mutual funds

 

(12,802

)

Dividends

 

23,088

 

Interest

 

1,933

 

 

6



 

The following investments represent 5% or more of the Plan’s assets at December 31, 2002:

 

TRP Stable Value Fund

 

$

142

 

T. Rowe Price Retirement Strategy Trust - Balanced Fund

 

89

 

T. Rowe Price Equity Index Trust

 

76

 

Participant loans

 

67

 

Summit Cash Reserves

 

65

 

Sempra Energy common stock

 

55

 

T. Rowe Price Small-Cap Stock Fund

 

46

 

 

The Plan and Master Trust invest 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 assets available for plan benefits.

 

6.                                      NON-PARTICIPANT DIRECTED INVESTMENTS (DOLLARS IN THOUSANDS)

 

The Company’s contributions to the Plan are invested solely in Sempra Energy common stock.  These contributions are classified as non-participant directed investments.  Information about the Plan’s assets and the significant components of the Plan’s changes in assets relating to the non-participant directed investments as of December 31, 2002 and for the period from November 1, 2002 (inception) through December 31, 2002 are as follows:

 

Assets:

 

 

 

Sempra Energy common stock in the Master Trust

 

$

31

 

 

 

 

 

Changes in Assets:

 

 

 

Contributions

 

$

30

 

Net investment income

 

1

 

 

 

 

 

Total changes in assets

 

$

31

 

 

******

 

7



 

SIGNATURES

 

 

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

 

 

San Diego Gas & Electric Company Savings Plan

 

 

Date:   June 27, 2003

/s/ G. JOYCE ROWLAND

 

 

G. Joyce Rowland, Senior Vice President HR,
Sempra Energy

 

 

 

 

Sempra Energy Savings Plan

 

 

Date:   June 27, 2003

/s/ G. JOYCE ROWLAND

 

 

G. Joyce Rowland, Senior Vice President HR,
Sempra Energy

 

 

 

 

Sempra Energy Trading Retirement Savings Plan

 

 

Date:   June 27, 2003

/s/ G. JOYCE ROWLAND

 

 

G. Joyce Rowland, Senior Vice President HR,
Sempra Energy

 

 

 

 

Twin Oaks Retirement Savings Plan

 

 

Date:   June 27, 2003

/s/ G. JOYCE ROWLAND

 

 

G. Joyce Rowland, Senior Vice President HR,
Sempra Energy

 

 

 

 

Southern California Gas Company Retirement Savings Plan

 

 

Date:   June 27, 2003

/s/ G. JOYCE ROWLAND

 

 

G. Joyce Rowland, Senior Vice President HR,
Sempra Energy

 

8