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Sustainable Value Creation For All Stakeholders

www.SustainableSempra.com
June 11, 2018
Disclaimer
THIS PRESENTATION IS FOR DISCUSSION AND INFORMATIONAL PURPOSES ONLY. THE VIEWS EXPRESSED HEREIN REPRESENT THE OPINIONS OF ELLIOTT MANAGEMENT CORPORATION AND ITS
AFFILIATES (COLLECTIVELY, “ELLIOTT MANAGEMENT”) AND BLUESCAPE RESOURCES COMPANY LLC AND ITS AFFILIATES (COLLECTIVELY, “BLUESCAPE”). ALL OF THE INFORMATION CONTAINED
HEREIN IS BASED ON PUBLICLY AVAILABLE INFORMATION WITH RESPECT TO SEMPRA ENERGY (THE “COMPANY”), INCLUDING FILINGS MADE BY THE COMPANY WITH THE SECURITIES AND
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▫2▫ www.SustainableSempra.com
Executive Summary
www.SustainableSempra.com

ELLIOTT®
▫3▫
About Elliott and Bluescape
Elliott and Bluescape have conducted exhaustive research on Sempra, including working with a
team of industry-leading advisers and experts, to evaluate and develop our recommendations

ELLIOTT
 Investment firm founded in 1977 with over $35B of assets  Private investment firm founded in 2007 focused on value-
under management oriented investments in the upstream oil and gas, power and
 Multi-strategy firm active in debt, equities, commodities, utility industries
currencies and various other asset classes across a range of  John Wilder, Founder and Executive Chairman of Bluescape,
industries served as CEO and Chairman of TXU Corp. from 2004-07,
 Strong track record investing in the power, utility and broader achieving an annual TSR of 65% and ranking as the fifth best
energy sector and working with companies to create long-term performing company in the S&P 500 during that period
fundamental stakeholder value

Elliott and Bluescape’s world-class team of advisers includes:


 Six Highly Qualified Board Candidates with deep industry, regulatory, executive, and leadership experience and strong local ties
 Leading Regulatory Counsel to understand each jurisdiction in which Sempra operates; we retained four specialized local law firms
(California, Texas, FERC, and Mexico) to study the regulatory implications of our proposal’s various potential results
 Leading Corporate Counsel to review Sempra’s corporate governance and legal structure
 Leading Financial Adviser to independently verify the viability and value creation potential of the proposed strategic plan
 Big 4 Accounting Firm & Tax Counsel to vet structures and understand the tax consequences of contemplated spin-offs and divestitures
 Independent Compensation Consultant to unpack Sempra management’s incentive structure and benchmark against industry peers

We are pleased to share our suggestions for creating a better Sempra for all key stakeholders
▫4▫ www.SustainableSempra.com
Why Are We Here?
Elliott and Bluescape collectively own a 4.9% economic interest in Sempra valued at more than $1.3 billion1
We believe Sempra can achieve $11-16 billion of value creation from an appropriately conducted business review

Sempra’s Performance Sempra’s Opportunity


 Sempra has Continually Underperformed: Despite owning a  Sustainable Value Creation: Two-pronged approach:
collection of highly attractive businesses, Sempra’s share price  Reset Oversight: Refresh the Board with new truly
has meaningfully underperformed and persistently trades at a objective, highly qualified directors
steep discount to both peers and achievable value  Strategic Review: New Board committee to complete a
 Sempra’s Conglomerate Strategy has Failed: A litany of sober, dispassionate, full portfolio and operational review
operational and financial setbacks demonstrate drift into a
 Sempra’s Potential: Elliott and Bluescape have crafted a
low-performance organization with a detached management
readily achievable plan that demonstrates the potential value
structure and Board as the company has become larger, more creation at Sempra from unlocking its significant
complex, and more disparate conglomerate discount, highlighting the value of its LNG
 Inadequate Oversight: Executive compensation, board development pipeline, and improving US utility operations
oversight, corporate structure and behavior are not rooted in  Key Stakeholder Benefits: Change in strategy expected to
appropriate performance and accountability measures and yield significantly better tangible outcomes for customers,
are not in the best interests of key stakeholders employees, regulators and shareholders

We believe Jeff Martin and his team have a unique


38-57% opportunity to create a more Sustainable Sempra and
upside
achieve $139-158 per share
1 Elliott – approx. $1.17B, Bluescape – approx. $152m.
▫5▫ www.SustainableSempra.com
Sempra Has Underperformed
Sempra’s total shareholder return (“TSR”) has meaningfully underperformed peers and, importantly, its own opportunity
Sempra TSR Relative to Infrastructure Utility Peers1 Sempra TSR Relative to Proxy Peers2

(4) (3)
(8) (7)
(17)
(26) (18)
(34)
(39) (31)
1-Year 2-Year 3-Year 4-Year 5-Year 1-Year 2-Year 3-Year 4-Year 5-Year

Sempra TSR Relative to S&P 500 Utilities Index Sempra TSR Relative to S&P 500

(5)
(6)
(9)
(28)
(18) (35)
(21) (38)
(42) (42)
1-Year 2-Year 3-Year 4-Year 5-Year 1-Year 2-Year 3-Year 4-Year 5-Year
Source: Bloomberg as of 6/7/18.
Note: Charts represent peer median relative cumulative total shareholder return.
1. Infrastructure utility peers include: NEE, D, DTE, AGR, CNP and NI.
2. Proxy peers from Sempra 2018 proxy statement.

Sempra’s underperformance is not due to the quality of underlying businesses…


▫6▫ www.SustainableSempra.com
Lowest Valuation Among Peers
Sempra’s steep valuation discount to peers reflects a substantial conglomerate discount
2020 P/E: Sempra vs. Utility Peers
22.5x

20.4x

Gas Utility Peer


Median: 18.9x
19.0x

Electric & Infrastructure


18.7x

18.2x

17.9x Utility Peer Median: 15.8x

17.6x
17.4x

16.4x

16.3x

16.3x

16.2x

16.0x

15.8x

15.6x

15.2x

15.0x

14.8x

14.6x

14.2x

14.1x

13.3x
NWN OGS NJR ATO SWX SR AGR NEE LNT NI AEE CMS WEC ED XEL PNW DTE AEP ES CNP D SRE

Source: Bloomberg as of 6/7/18.


Note: See Appendix slide 44 for peer group detail.

…Rather, investors do not trust Sempra’s oversight or believe in its strategy


▫7▫ www.SustainableSempra.com
How Has Sempra Become an Underperformer?
1 Access to Capital 2 Misguided Incentives 3 Disparate Portfolio
SDG&E and SoCalGas provide Sempra 85% of management’s annual bonus is Pursuing sheer size, Sempra develops and acquires
holding company robust access to capital based on absolute earnings dollars, not EPS several valuable yet divergent businesses

4 Operational Issues 5 Poor Oversight 6 Low Valuation


Lack of focus causes operational issues and Sempra’s Board is structured to empower Investors and analysts lose faith in Sempra,
consistent misses against 5-year plan1 the longest-tenured directors leading to a steep valuation discount2

5-Year Plan Midpoint EPS


Actual EPS ? ? ? 18.9x
$6.25

MISS
15.8x
$5.75
$5.65

MISS
$5.55

MISS
$5.42
$5.35

13.3x
$5.25

$5.21

MISS
$5.05
$4.71

2014 2015 2016 2017 2018 Gas Utility Electric Utility Sempra
Guidance
Peer P/E Peer P/E P/E
Source: Bloomberg as of 6/7/18, SEC filings, Sempra 2018 proxy statement and company presentations.
1. Comparison of reported adjusted EPS vs. midpoint of five-year plan EPS target from four years prior.
2. 2020 P/E multiple. See Appendix slide 44 for gas and electric utility peer groups.

▫8▫ www.SustainableSempra.com
Current Sempra Does Not Fit Together
Sempra’s portfolio approach is suboptimal for its stakeholders. Each business has a
different cost of capital and a different risk-return profile

Long-term Long-term
Regulated electric Regulated, Long-term
Risk Profile Regulated electric Regulated gas contracted, contracted,
& gas currency risk contracted
construction risk currency risk

P/E multiple, P/E multiple, P/E multiple, Free cash flow


Valuation EV/EBITDA, DCF
dividend yield + dividend yield + dividend yield + EV/EBITDA EV/EBITDA or P/E yield or
Framework or $/tonne
growth growth growth $/installed kW

Geography US – Texas US – California US – California US – Gulf Coast Mexico Chile and Peru US

CPUC electric: ~50% Chile – CNE


Regulator PUCT CPUC gas: ~10% CPUC FERC, DOE CRE Peru – FERC
FERC: ~40% OSINERGMIN
Energy /
Dedicated
Natural Dedicated Dedicated Dedicated Energy / midstream,
emerging Yield-oriented
Investor Base electric utility utility gas utility midstream emerging
markets
markets
Mega-scale gas Emerging Emerging Renewables
Texas focus; California focus; California focus;
Leadership project markets project markets electric project
electric ops & electric ops & gas LDC ops &
Skills development & development & ops & development &
maintenance maintenance maintenance
construction construction maintenance construction
Source: SEC filings.

To create a more sustainable company, Sempra must reset oversight,


streamline its portfolio, and improve core operations
▫9▫ www.SustainableSempra.com
Fixing the Problems at Sempra
To address Sempra’s three critical problems we have developed three clear solutions

▫ 10 ▫ www.SustainableSempra.com
Sempra’s Potential
With improved oversight and from the work of a newly formed Strategic Review Committee,
we believe that Sempra can create $11-16 billion of value

Reset Oversight Achievable Upside For a Sustainable Sempra


 Board Enhancement: Six new directors already $139-158
identified who are truly independent, highly qualified
with diverse experience and expertise, who will rely on $5 $4
fact-based evidence to inform their decision-making
 Strategic Review Committee (“SRC”): Formation of a
new Board committee comprised of the most qualified 38-57%
upside
directors to immediately initiate strategic review

$91
Strategic Review
 Portfolio Review: SRC to conduct “no stone unturned”
review to consider all pathways to maximize value – ($26)
including tax-free spin-offs and tax-optimized business $35
divestitures
 Operational Review: SRC to simultaneously review
operations to enhance safety, reliability and service at
Sempra’s US utilities, with no net increase in customer $40
rates, and maximize LNG development opportunities
 Announce Sustainable Sempra Plan by Year-End LNG & Midstream Non-Core $7B Holdco Pro Forma US Utility High- Buyback Achievable 6-12
Spin Business Debt Paydown Utilities 1 Performance Accretion 2 Month Price
Divestitures Strategy Target

Note: Assumes share count of 279m including forward share sales. Figures shown are midpoints of each valuation range. See slide 33 for additional detail.
1. Net of ~1x EBITDA of proposed holdco debt and $1.7B of convertible preferred stock.
2. Accretion from $2-3B share buyback.

▫ 11 ▫ www.SustainableSempra.com
A Better Sempra for all Key Stakeholders
Becoming more focused and well-run will benefit all key stakeholders
in each of Sempra’s businesses
 Customers: Improved reliability and customer service due to renewed operational focus;
increased investment in infrastructure with no net increase in utility customer rates
 Employees: More opportunity due to increased growth and investment potential; better
and safer work environment from new high-performance culture
 Regulators: Eliminates exogenous risks from businesses outside each regulator’s direct
purview; improved safety and reliability standards on an affordable / cost-efficient basis;
enhanced transparency and accountability
 Shareholders: Improved management accountability and alignment, transparency,
operating performance, financial results and optimized, enhanced value realization with
greater overall certainty

A more reliable, more profitable, and


more sustainable Sempra

▫ 12 ▫ www.SustainableSempra.com
Recent Elliott and Bluescape Collaborations

 Enhanced Oversight: Addition of highly qualified directors  Enhanced Oversight: Active involvement of John Wilder on
and formation of a Business Review Committee of the Board FirstEnergy’s newly formed Restructuring Working Group
within 1 month
 Portfolio Focus: Landmark $2.5B investment led by Elliott
 Independent Review: An objective review of NRG’s strategy and Bluescape to repair FE’s balance sheet and enable its
and operations which culminated in the announcement of a exit from merchant generation and refocus on its collection
highly successful Transformation Plan within 4 months of pristine, regulated utility companies within 3 months

NRG Total Shareholder Return FE vs. XLU Since Elliott & Bluescape Investment

 $6B of Value FirstEnergy +18%


20
+102% XLU
+99% Created
15
 #1 Stock in S&P 500
in 2017 10
+80%  #1 Stock in XLU YTD 5
2018
0
 $1B Cash Flow
Improvement (5)
1/19
1/26
2/2
2/9
2/16
2/23
3/2
3/9
3/16
3/23
3/30
4/6
4/13
4/20
4/27
5/4
5/11
5/18
5/25
6/1
 Sale of Non-Core
Businesses
Since Elliott 13D vs. XLU vs. S&P 500 Prior to 2018, FE had underperformed the XLU for 6 consecutive years
Source: Bloomberg as of 6/7/18. Source: Bloomberg as of 6/7/18. +18% FE relative TSR vs. XLU from 1/19/18.

We see similar opportunities at Sempra


▫ 13 ▫ www.SustainableSempra.com
Sempra Today is Not Working
www.SustainableSempra.com

ELLIOTT®
▫ 14 ▫
As Sempra Gets Bigger, Underperformance Deepens
Sempra’s enterprise value has expanded by nearly $17 billion over the last three years,
while its TSR has underperformed infrastructure peers by 39%
Sempra TSR Relative to Infrastructure Utility Peers1 and Sempra Enterprise Value

0 $60

(5)
$57B
Sempra TSR Relative to Infrastructure Peers

(10)
Sempra relative Sempra $55
TSR (LHS) enterprise

Enterprise Value ($ in billions)


(15) value (RHS)

(20) $50

(25)

(30) $45

(35)
(39%)
(40) $40

(45)

(50) $35
J-15 S-15 D-15 M-16 J-16 S-16 D-16 M-17 J-17 S-17 D-17 M-18

Source: Bloomberg as of 6/7/18.


1. Infrastructure utility peers include: NEE, D, DTE, CNP and NI (AGR is excluded from 3-year chart as it was not yet public 3 years ago).

The market is telling Sempra that the time is NOW for a comprehensive strategic review
▫ 15 ▫ www.SustainableSempra.com
Sempra Today
“SRE remains one of the more complex and diversified companies in our universe...”
Goldman Sachs, June 6, 2018

 Regulated gas & electric utility serving San Diego  $8.5B rate base
county  1.4m electric, 0.9m gas Map of Sempra’s Businesses
 100% SRE owned customers

 Regulated gas utility serving southern California


 $5.5B rate base
including LA
 6.0m gas customers
 100% SRE owned

 Regulated electric utility serving northwest


 $11B rate base
Texas and Dallas metro
 3.5m electric customers
 80% SRE owned

 13.9 Mtpa total liquefaction


 50.2% interest in Cameron LNG export project capacity at Cameron
 Gas storage and pipeline assets  42 bcf of gas storage
 Leading LNG development pipeline  ~25 Mtpa of potential LNG
development projects1

 1,400 miles of natural gas


 Mexico energy infrastructure company
pipelines with throughput of 16.5
 66.4% SRE owned
bcf/day

 Largest regulated electric utility in Peru


 1.1m electric customers
 83.6% SRE owned

 Third largest regulated electric utility in Chile.


 0.7m electric customers
 100% SRE owned

 Long-term contracted wind and solar assets


 1.6GW capacity
primarily in NV, AZ, CA and the Midwest US

Source: SEC filings. Map from Sempra website.


1. Estimated capacity attributable to Sempra. See Appendix slide 41.

However, Sempra has failed to articulate a logical strategy around its various businesses.
In reality, no coherent strategy actually exists
▫ 16 ▫ www.SustainableSempra.com
How Did Sempra Get SO BIG?
Sempra’s growth strategy relies on siphoning earnings and creditworthiness from its core California
utilities and deploying that capital into various unrelated businesses with poor returns and results

This is NOT working for any of Sempra’s Key Stakeholders


▫ 17 ▫ www.SustainableSempra.com
Rationale for Current Strategy Doesn’t Hold Together
Sempra has not demonstrated any tangible or quantifiable benefits across its businesses for any of its key stakeholders

This is Sempra’s rationale


for its strategy from the
2017 Analyst Day
Pg. 8 of Sempra’s 2017 Analyst Day Presentation

Owning a collection of three


distinct, unconnected assets
in the Texas region
does not constitute a
“Gulf Coast strategy”

Pg. 10 of Sempra’s 3Q17 Earnings Presentation

▫ 18 ▫ www.SustainableSempra.com
Purported Operational Synergies Lack Credibility

Alleged “Synergy” Management Commentary Elliott / Bluescape Perspective


 Sempra’s businesses have different risk profiles,
different growth opportunities, different customers,
“With all of our businesses, we are fully committed to different regulators, different natural owners and
our strategy of maintaining high-growth, but utility-like
“Risk Profile” risk profile.”
different valuation parameters
Executive Chairman Debra Reed, April 5, 2017  This is the underpinning of what’s wrong with
Sempra’s current structure and the root cause of
underperformance

“We expect the addition of Oncor, coupled with our  There is virtually no integration or physical
existing presence in the natural gas market, to position
“Geographic” us well to be a leading player in the Gulf Coast.”
interconnectedness between Sempra’s businesses
Executive Chairman Debra Reed, October 30, 2017  Geographic proximity is not a synergy in and of itself

“We build transmission at SDG&E. We build


“Project transmission in Chile.”  Expertise in constructing and maintaining renewables
Construction” and transmission assets is not unique or proprietary
President & COO Joe Householder, April 5, 2017

 Safety, reliability and customer service should be


“Like our California utilities and our South American the highest priority for any energy / utility business,
“Safety & utilities, operational excellence is paramount to our
but it does not justify being a conglomerate
focus: safety, reliability and customer service.”
Reliability”  Sempra’s track record does not inspire confidence
Former Executive VP Steven Davis, April 5, 2017
that the company has high-performance operations

▫ 19 ▫ www.SustainableSempra.com
Disparate Businesses Result in Operational Issues
Sempra’s structure has resulted in serious execution missteps, which creates meaningful risks
for all key stakeholders and results in lack of confidence in leadership
Incident What Happened Key Lessons
 Cameron LNG commercial operation dates have been delayed  Large unregulated construction projects
numerous times for over 12 months cumulatively due to require proactive management
construction-related issues
Cameron LNG  In 2016, Sempra management was not aware
 Management was ambiguous around timing of plant commissioning of any delay until notified by the contractor
Construction Delays
and further timing slippages and was ill-equipped to respond
 By comparison, several of Cheniere’s LNG facilities have been
completed months ahead of schedule
 October 2015 natural gas leak at the SoCalGas Aliso Canyon facility was  Safety and reliability must be the number one
the worst natural gas leak in US history in terms of environmental priority for any utility management team
Aliso Canyon impact
 Gas leak is an example of “eye off the ball”
Gas Leak  Gas leak released over 100,000 metric tons of methane into the mismanagement of core operations
atmosphere, with a carbon footprint worse than the Deepwater
Horizon oil spill1

 Cumulative impairments on the Rockies Express pipeline cost  Despite the long-term contracted nature of
shareholders approximately $600 million2 assets, midstream infrastructure investment
Rockies Express  Project was plagued at the outset, with construction cost ballooning requires specialized experience and foresight
Pipeline Impairment from $4.4B to $6.8B, an over 50% increase
 Subsequent changes to re-contracting prospects led Sempra to write
down and ultimately dispose of its 25% interest

 Sempra lost virtually its entire investment in two Argentine regulated  Businesses in foreign jurisdictions have
Argentina utilities, costing shareholders over $200 million completely different risk profiles compared to
Impairment
regulated US utilities

Source: SEC filings.


1. From The Independent UK, 1/2/2018.
2. Cumulative pre-tax impairments on Rockies Express Pipeline and related pipeline capacity release.

▫ 20 ▫ www.SustainableSempra.com
Consistent EPS Misses Demonstrate Lack of Grasp and Focus
“The bear case on SRE is that they never make their five-year forecast, so why believe them now?...It is true that SRE will have fallen short of
the majority of their five-year plans for EPS growth aspirations laid out in ‘12/‘13/‘14/‘15.”
Evercore ISI, April 5, 2018

2011–2017 Segment EPS Contribution 5-Year Plan EPS Guidance vs. Actual Achieved1

SDG&E SoCalGas
Other Businesses Corporate 6.1%
CAGR 5-Year Plan Midpoint Actual $6.25

$2.28 $2.55
California $2.11 $2.39 $5.75
utilities are $1.78 $1.89 $5.65
$1.96 $5.55
growing $5.42
EPS 5.7% $5.35
$1.32 $1.67 $1.66
CAGR $5.25 $5.21 11%
$1.19 miss
$1.36 $1.58 $5.05
$1.17 8%
“Everything $4.71 miss 12%
$1.97 $1.87 miss
Else,” is $1.91
$1.44 $1.61 $1.53 $1.77
Flat/Down 10%
(1.3)% miss
($0.22) CAGR
($0.52) ($0.67) ($0.69) ($0.61) ($0.46) ($0.55)

2011 2012 2013 2014 2015 2016 2017 2014 2015 2016 2017 2018 Guidance
Midpoint
Source: SEC filings, company presentations.
1. Comparison of reported adjusted EPS vs. midpoint of five-year plan EPS target from four years prior.

Sempra has not been able to sustainably drive earnings growth at non-California businesses
▫ 21 ▫ www.SustainableSempra.com
Repeated Downward Earnings Revisions
Sempra’s consensus earnings estimates have consistently seen significant downward
revisions, perpetuating share price underperformance and low valuation

2016–2019 Street Consensus EPS Estimate Trend

“We see a potential re-set of growth expectations ahead…Should the


company rely more on future LNG project or other riskier international
$8.00
or other non-utility sources of growth in the future, we see potential
for additional multiple compression as well.”

JP Morgan, June 4, 2018

$7.00
“Our updated 2019 estimates come in below consensus, and we
expect 2019 guidance at SRE’s analyst day (June 28th) to
2019: (12%) disappoint.”

$6.00 Goldman Sachs, May 15, 2018

2018: (13%) “The bear case on SRE continues to be skepticism regarding their
ability to achieve their L-T EPS growth aspirations, pointing to SRE’s
2017: (8%) historic underperformance vs. their growth aspirations.”
$5.00
2016: (8%) Evercore ISI, May 9, 2018

“Looking for gradual negative revisions to 2018-20 outlook, but


$4.00 disproportionate rebase of '18 keeps LT EPS CAGR intact to '21.”
Jun-14 Jun-15 Jun-16 Jun-17 Jun-18 Bank of America, May 8, 2018

Source: Bloomberg as of 6/7/18.

▫ 22 ▫ www.SustainableSempra.com
Sempra’s Board Structure is Problematic
Sempra’s Board would greatly benefit from new fresh perspectives and real industry experience
 Longest tenured directors dominate key positions, notably the Nominating & Governance and Compensation
Committees
 Sempra’s Lead Director has 17 years of tenure and the Chairman of the Nominating & Governance Committee has 24
years of tenure
 Only three of Sempra’s 12 independent directors have utility industry experience
 Four of Sempra’s 12 independent directors have no beneficial ownership in Company stock at all (0 common shares or
options)
 In aggregate, Sempra’s independent directors own a total of 52,200 shares, or 0.02% of the current shares outstanding
 Only one of Sempra’s independent directors has ever purchased shares on the open market (and on only one occasion)
 Since 2010, Sempra’s independent directors have sold nearly $20 million of stock on the open market

 The power structure of the current Exec. Directors Age Tenure Industry? Board Roles Nom & Gov. Comp.
Debra Reed 61 40* Yes Chairman, Former CEO
Board is skewed heavily towards the Jeff Martin 56 14* Yes CEO
longest tenured directors Indp. Directors Age Tenure Industry? Board Roles Nom & Gov. Comp.
Director 1 62 24 No Chair of Governance  
 In particular, the compensation Director 2 74 20 No 
Director 3 73 17 Yes Lead Director, Chair of Comp  
committee has failed to properly
Director 4 73 10 No Chair of Health & Safety 
construct management’s incentive Director 5 69 7 No  
scheme Director 6 66 5 No Chair of Audit
Director 7 66 5 Yes
 The Board today lacks key industry and Director 8 72 5 No 
Director 9 55 5 Yes 
capital allocation know-how and Director 10 56 1 No * Tenure for Debra Reed and Jeff Martin refers to tenure at Sempra,
credibility Director 11 48 1 No not the Board. Ms. Reed has been a director since April 2010 and Mr.
Director 12 62 1 No Martin joined the board in May 2018.
Source: Sempra 2018 proxy statement.

▫ 23 ▫ www.SustainableSempra.com
Governance Concerns Made Tangible in Incentive Structure
Sempra’s incentive structure encourages GET BIG strategy and rewards mediocrity

The Problems with Sempra’s Annual Incentive Structure


Management’s bonus is The Board sets very low goals for management’s bonus. In fact, in 3 Management’s annual
85% based on absolute of the last 5 years, the set goal was lower than the previous year’s pension contribution is based
earnings dollars (not EPS) actual result on salary and 3-year average
highest bonus during the
Previous Year Earnings vs. Target (85% of Annual Bonus) vs. Actual Achieved
prior 10 years, thus
Earnings In billions of dollars shareholders pay double for
low goals

-4% 0%
1%
3%
-10%
This plan allows for low
return investments and
acquisitions so long as it Previous Year Actual Target Actual
grows absolute earnings
dollars (not per share)
2013 2014 2015 2016 2017

Peer Group CEOs Annual Incentive Payout as a % of Target


Source: Sempra proxy statements. 2013 2014 2015 2016 2017 5YR Avg.
75th 155% 155% 141% 147% 143% 141%
50th 135% 126% 122% 127% 121% 127%
25th 109% 113% 107% 107% 101% 109%
Sempra 189% 177% 188% 105% 196% 171%
Sempra TSR Percentile vs. Proxy Peers 92% 34% 22% 12% 28% 42%
▫ 24 ▫ www.SustainableSempra.com
The Result: Big Company, Big Pay, Small Returns
Sempra has paid its CEO more than $50 million over the last three years vs. a peer average of
$36 million, despite underperforming proxy peers by more than 20%

3-Year (2015–17) CEO Pay vs. Proxy Peer TSR

$60 80

CEO Pay Peer Avg Pay TSR Peer Avg TSR


70
68
$53

$50
$51

60 60
$46
$46
$43
$43
$43
$40
$42
$42
49 50
48

$40
$39
$39
$38
44
42 42

$35
$34
40 40 39 40
CEO Pay in MM

$34
38 39
$30

$31
$31
35

$30
$30
$28

TSR
$28
30 30

$26
$20

$21
20

$20
19 18

$19
$17
14
13 12
$10 10
7 5
5 5
0
$0
-8
-11 (10)
-12

-$10 (20)

Source: Bloomberg, company proxy statements.

▫ 25 ▫ www.SustainableSempra.com
Creating a Better Sempra
www.SustainableSempra.com

ELLIOTT®
▫ 26 ▫
Analyst: “You got high quality businesses in each thing that you do…but they are kind
of disparate businesses. You could arguably say that they could be put together in
different standalone businesses and the like.”


I hope that over time [Sempra’s businesses] grow so huge
that it makes sense to have that type of separation. “
Executive Chairman Debra Reed, September 14, 2017

Source: Fireside chat with Wolfe Research, September 14, 2017. ▫ 27 ▫ www.SustainableSempra.com
Sustainable Value Creation

▫ 28 ▫ www.SustainableSempra.com
Reset Oversight
We have identified six new, highly qualified directors with diverse, highly relevant skill-sets
and look forward to sharing their credentials with Sempra

Utility industry executive and board experience and expertise


Midstream industry executive and board experience and expertise
Federal and state energy regulatory commission experience and expertise

Strong California ties


Strong Texas ties
Strong Louisiana ties

Political / legislative experience and expertise


Strong leadership and high-performance culture qualifications
Transaction advisory / special committee experience and expertise

▫ 29 ▫ www.SustainableSempra.com
Strategic Review
A rigorous review of Sempra’s portfolio and operations should lead to tangible, sustainable
enhancements for all key stakeholders

Refresh Board Form Strategic Full Business Announce New


Review Committee Review Plan
Appoint six new highly
qualified directors
of the Board
SRC to conduct full Publicly announce results
Form Strategic Review business review, including of business review and
Committee (“SRC”) of the both i) portfolio review to begin plan implementation
Board populated with evaluate strategic immediately
some or all of the newly alternatives for each
appointed Board business; and
members; SRC to hire ii) operational review to
independent advisers identify efficiencies and
growth opportunities

A comprehensive plan to improve Sempra is readily achievable by late 2018


▫ 30 ▫ www.SustainableSempra.com
Strategic Review Will Create a More Focused Sempra
Sempra’s corporate structure can be simplified over a short period of time
with no disruption to underlying operating businesses
Sempra Today Asset Sales New High-Performance Companies

US Utility Co. LNG Co.

Sempra’s Conglomerate Discount Can be Efficiently Unlocked


 Each underlying business has critical scale  Several of Sempra’s businesses lead their respective
SCALE  Each underlying business is a billion dollar plus enterprise sectors

 No real integration or physical interconnectedness


NO DIS-SYNERGIES  No operational dis-synergies from separation
between businesses

 Each operating business has its own fully staffed


management team  Potential cost savings from eliminating unnecessary layers
MANAGEMENT  Enhanced focus from removal of complexity from of corporate overhead
disparate businesses
 Minimal to zero cash tax leakage
 Sempra has >$4 billion of net operating losses to shield
TAX LEAKAGE  Simplification can be effectuated through tax-free spins
taxable gains
and tax-efficient divestitures
▫ 31 ▫ www.SustainableSempra.com
Operational Review

High-Performance Strategy Cost-Effective Rate Base Investment

 Employ back-to-basics strategy with increased  Incremental rate base investment opportunity of
executive management focus on core utility $2.5-5.0 billion expected with no net increase in
operations rather than unregulated growth customer rates
 Transition SDG&E and SoCalGas into high-  Ample investment opportunities in pipeline
performance organizations safety, weather hardening, grid modernization,
green energy initiatives and cybersecurity
 Target top-decile metrics in relevant industry
benchmarks including customer satisfaction,
safety and reliability, environmental compliance
and cost efficiency

Benefits to Customers, Employees and Regulators


Service, Safety and Reliability: Improved reliability as measured by SAIDI and SAIFI from pipeline safety
and grid modernization investments
Weather Hardening: Increased protection against extreme weather events and wildfires from
infrastructure hardening
Green Energy: More investment in behind-the-meter services and solutions such as battery storage and
electric vehicle infrastructure
▫ 32 ▫ www.SustainableSempra.com
Potential Upside For a Sustainable Sempra
Spin-off to Shareholders: Equity Value Per SRE Share

 50.2% unconsolidated interest in Cameron LNG JV


 42 Bcf gulf coast gas storage, Cameron Interstate Pipeline $8-9B $28-31
 Risked NPV of ~25 Mtpa of LNG development projects
Development Projects  Cameron Trains 4-5, Port Arthur, Energia Costa Azul, P2K pipeline $3B $10-11

Business Divestitures:
 66.4% interest in IEnova
 83.6% interest in Luz del Sur, 100% interest in Chilquinta $9-10B $33-37
 1.6 GW net capacity of contracted wind and solar generation across the US

Holdco Debt Reduction  Assumes $7.2B of holdco debt paydown from sale proceeds ($7B) ($26)
High-Performance US Utilities:

 100% interest in SDG&E and SoCalGas; 80% interest in Oncor $29-30B $105-109

High-Performance Strategy  NPV of incremental $2.5-5.0B rate base investment over 3-5 years $1-2B $3-7
 $5.4B face value of remaining holdco debt or ~1x EBITDA1, capitalized at
Pro Forma Holdco Debt consistent multiple of after-tax interest expense ($5B) ($16)
 $1.7B face value of convertible preferred deducted dollar-for-dollar
 Accretion from $2-3B buyback using proceeds from business divestitures after
Share Buyback Accretion2 holdco debt paydown $1-2B $2-5

Total Equity Value $39-44B $139-158


Note: Assumes share count of 279m including forward share sales.
1. Expected to sustain strong investment grade credit metrics.
2. Represents capitalized value of accretion from share buybacks. Actual equity value would be $36-39B with 250-262m shares outstanding.

▫ 33 ▫ www.SustainableSempra.com
Which Sempra Do You Choose?
After initiating an objective portfolio and operational review, Sempra can change its trajectory and
become a more valuable and more sustainable company

Sustainable
Status Quo Improvement
Sempra

Target Share Price $101/Share $139-158/Share $38-57/Share Upside

$11-16B Value
Target Equity Value1 $28B $39-44B
Creation

Holdco Debt $12B $5B $7B Less Holdco Debt

Potential Equity $4-5B Less Equity


$2B Issuance $2-3B Buyback
Issuance / Buyback Need
US Utility Earnings
5-7% 7-10% +2-3% Higher Growth
Growth2

1. Assumes share count of 279m including forward share sales.


2. Expected 3-5 year earnings growth rate with ~1x of holdco leverage.

▫ 34 ▫ www.SustainableSempra.com
Operational Review Should Identify Long-Term Improvements
The below upside factors, which are not included in our analysis,
offer Sempra shareholders even further substantial value-creation opportunities over time

US Utility Co. LNG Co.


LNG & Midstream
Earnings Growth Additional Opportunity Cameron Trains 1-3
Development
 Implementation of High-  Potential to expand scope,  Annual free cash flow from  ~25 Mtpa of cost-effective
Performance Strategy magnitude and duration of Cameron Trains 1-3 LNG development capacity
enables industry-leading High-Performance Strategy attributable to Sempra at three different sites (see
utility earnings / dividend upon further objective expected to be $550m+ Appendix slide 48)
growth of 7-10% and review of Sempra’s US beginning in 20201  Successful development of
corresponding value utility operations  Potential to optimize even one facility would
accretion over time operating cost structure of result in billions of dollars
Cameron and maximize of incremental value
output

1. Estimated pre-tax cash flow before project financing amortization.

▫ 35 ▫ www.SustainableSempra.com
Next Steps
We appreciate stakeholders’ consideration of our perspectives and invite Sempra’s
key stakeholders and analysts to share their thoughts with us

Elliott and Bluescape formally ask for the following initial next steps:

Sempra’s new Strategic Review


Committee to initiate a full
Formation of Strategic Review portfolio and operational review
Committee which will include with the help of advisers
Engagement with Elliott and newly appointed directors
Bluescape on Board refreshment,
including consideration of the six
highly qualified directors that we have
identified

We hope that we can work expeditiously with Sempra to initiate the fundamental changes needed
▫ 36 ▫ www.SustainableSempra.com
Contact Information

Investors Media
investors@SustainableSempra.com media@SustainableSempra.com
Toll-Free: +1-877-259-6290 +1-212-478-2017

▫ 37 ▫ www.SustainableSempra.com
Appendix
www.SustainableSempra.com

ELLIOTT®
▫ 38 ▫
BUSINESS OVERVIEW

Regulated US Utilities
Sempra’s US utilities have strong growth rates and should command premium valuations as
a standalone US utility holding company

Customers / Service  3.5 million electric  1.4 million electric, 0.9 million gas  6 million gas
Territory  Dallas metro and northwest Texas  San Diego County and southern  Southern California including the Los
Orange County Angeles metro

Sempra Ownership  80%  100%  100%

Rate Base / Growth  $11B / 7%  $8.5B rate base (~50% CPUC electric,  $5.5B / 7%1
~10% CPUC gas, ~40% FERC)
 6% rate base growth1
Other Commentary  More than four attempts to acquire  Small geographical service territory  Largest natural gas distribution utility
Oncor over the past three years and best-in-class systems limit in the US
exposure to wildfire risk

Indicative
Comparable Peers

Source: SEC filings, SDG&E 2019 General Rate Case filing, Sempra earnings calls.
1. Based on Sempra 2017 Analyst Day presentation 2017-21 projected rate base growth.

▫ 39 ▫ www.SustainableSempra.com
BUSINESS OVERVIEW

Sempra’s US Utilities Have Limited Exposure to Wildfires


“In our view, Sempra has minimal wildfire risk due to its small geographic footprint, and “best in class” fire mitigation and management
program.”
Citi, March 19, 2018

Sempra US Utility Aggregate Rate Base Composition SDG&E Service Territory

SDG&E’s small
geographic service
area, which is ~7%
Oncor - PUCT, 44% the size of SoCalEd
~83% of aggregate rate and PG&E, further
base assets are either: limits wildfire
 TX assets not subject to exposure
inverse condemnation SDG&E is known to
 Gas assets with no
have best-in-class
wildfire exposure
 FERC assets with history technology, including
SoCalGas - CPUC Gas, 22% cameras to monitor
of cost recovery
systems and the
SDG&E - CPUC Gas, 3%
ability to quickly de-
energize electric
SDG&E - FERC, 14% infrastructure

Only ~17% of Sempra’s


aggregate rate base is
SDG&E - CPUC Electric, 17%
electric infrastructure
regulated by the CPUC

Source: SEC filings, CPUC website, SDG&E and SoCalGas 2019 General Rate Case filings.

Only a small fraction of Sempra’s US utility business is exposed to California wildfire risk
▫ 40 ▫ www.SustainableSempra.com
BUSINESS OVERVIEW

LNG & Midstream


Sempra has the foundation of a highly valuable standalone LNG and midstream franchise.
High-performance execution and strategic vision are key to unlocking the value of this business

Other
Trains 1-3 Expansion Trains 4 & 5
Projects

3 LNG trains 2 LNG trains 2 LNG trains Mid-scale 2.5 Mtpa LNG 1.5-2.0 Bcfd Permian-to-
facility in the near-term Katy Pipeline; JV with
13.9 Mtpa nameplate 9 Mtpa brownfield 13.5 Mtpa greenfield
Boardwalk
capacity capacity capacity 12 Mtpa LNG facility
longer-term
50.2% SRE ownership 50.2% SRE ownership 3,000-acre prime land
position along gulf coast Pursuant to development
20-year take-or-pay Fully permitted by FERC
agreement with IEnova
agreements with A-rated and DOE FERC and DOE non-FTA
counterparties (who are applications filed Permitted by Mexican
Louisiana Gulf Coast
also project owners) for regulators
Texas Gulf Coast
full nameplate capacity
Mexico West Coast / Baja
No commodity exposure
84% complete with
projected 2019
completion for all 3 trains
Louisiana Gulf Coast

Contracted 20-year
Opportunity to develop over 25 Mtpa1 of cost-effective liquefaction capacity
cash flow annuity

1. Estimated capacity attributable to Sempra; assumes retention of 50% interest in ECA liquefaction pursuant to a development agreement with IEnova.

▫ 41 ▫ www.SustainableSempra.com
BUSINESS OVERVIEW

Business Overview: Other Businesses


Sempra’s three international businesses and renewables portfolio are all attractive but non-
core. Each has a strong growth profile and constructive regulatory environment

Description  Premier Mexico energy infrastructure  Largest electric utility in  Third largest electric  1.6 GW of net wind and
company primarily focused on natural Peru utility in Chile solar generation across
gas transportation and distribution  Primarily transmission  Primarily transmission the US
 Significant growth opportunities in and distribution and distribution  Fully contracted assets
renewables and liquids infrastructure  Serves 1.1 million  Serves 0.7 million with 17 year weighted
 Long-term contracted dollar-based customers customers average remaining
assets contract life

Public Market  $6.1B equity value  $1.8B equity value  N/A  N/A
Valuation  $8.8B TEV  $2.4B TEV

Sempra  66.4%  83.6%  100%  Various


Ownership

Source: Bloomberg, SEC filings.

▫ 42 ▫ www.SustainableSempra.com
VALUATION

Key Valuation Assumptions


Our valuation range is constructed using the parameters
described below and is achievable over 6-12 months
Business Segment Valuation Methodology
 0.0-1.0x discount to median electric utility peer group P/E multiples on year-forward basis (see Appendix slide 44)
 Electric utility peer group: AEP, ED, XEL, WEC, ES, AEE, CMS, LNT, PNW

 0.0-0.5x discount to median gas utility peer group P/E multiples on year-forward basis (see Appendix slide 44)
 Gas utility peer group: ATO, OGS, NJR, SWX, SR, NWN

 0.5-1.0x premium to median electric utility peer group P/E multiples on year-forward basis (see Appendix slide 44)
 Electric utility peer group: AEP, ED, XEL, WEC, ES, AEE, CMS, LNT, PNW

 Cameron LNG Trains 1-3: 13.4-14.4x EV/EBITDA applied to midpoint of run-rate EBITDA guidance range of $812.5m;
corresponds to $1,600-$1,700/tonne capacity
o Consistent with Cheniere’s (CQP and LNG) current observed market valuation
 Gas storage: $10-12m/Bcf capacity; Cameron Interstate Pipeline: 10-11x EV/EBITDA

LNG & Midstream  65-70% discount to unrisked NPV of ~$8.5B for prospective LNG & Midstream development projects
Development Projects  See comparison to other LNG development companies on Appendix slide 48

 Sale at 10-25% change-of-control premium to current public market valuation

 Sale at 10-25% change-of-control premium to current public market valuation

 Sale at 10-25% change-of-control premium to estimated standalone value calculated using aggregate IPSA P/E multiple

 Sale of 1.6GW of wind and solar assets at $1,500-1,650/kW change-of-control value less $631m non-controlling interest

▫ 43 ▫ www.SustainableSempra.com
VALUATION

Relevant Comparable Company Valuation Statistics


Public Market Trading Comparables
Share Mkt Cap TEV 2018E 2018-21 Yield + EV / EBITDA P/E
Name Ticker Price ($B) ($B) Div. Yield EPS CAGR Growth 2018 2019 2020 2018 2019 2020
Electric Utility Peers
American Electric Power Co Inc AEP $64.15 $31.6 $55.3 3.9% 5.1% 9.0% 10.1x 9.5x 9.0x 16.5x 15.6x 14.8x
Consolidated Edison Inc ED 72.79 22.6 39.4 3.9% 3.4% 7.4% 10.1 9.5 9.2 17.1 16.4 15.8
Xcel Energy Inc XEL 42.72 21.7 37.6 3.6% 6.0% 9.6% 10.1 9.4 9.1 17.6 16.5 15.6
WEC Energy Group Inc WEC 59.38 18.7 29.5 3.7% 6.2% 9.9% 12.1 11.3 10.7 18.0 17.0 16.0
Eversource Energy ES 53.60 17.0 31.0 3.8% 6.2% 9.9% 11.5 10.8 10.4 16.5 15.4 14.6
Ameren Corp AEE 56.90 13.8 22.8 3.3% 7.4% 10.7% 10.0 9.4 8.8 18.7 17.6 16.3
CMS Energy Corp CMS 43.38 12.3 22.4 3.3% 6.9% 10.2% 10.1 9.5 9.2 18.6 17.3 16.2
Alliant Energy Corp LNT 39.19 9.1 14.6 3.4% 6.0% 9.5% 11.9 10.9 9.6 18.5 17.4 16.4
Pinnacle West Capital Corp PNW 74.48 8.3 13.7 3.8% 5.1% 8.9% 9.7 9.1 8.7 16.7 15.8 15.2
Median $17.0 $29.5 3.7% 6.0% 9.6% 10.1x 9.5x 9.2x 17.6x 16.5x 15.8x

Gas Utility Peers


1
Atmos Energy Corp ATO $85.73 $9.5 $12.6 2.3% 7.0% 9.3% 12.1x 10.8x 9.7x 21.6x 20.1x 18.7x
ONE Gas Inc OGS 71.17 3.7 5.2 2.6% 6.5% 9.1% 11.9 11.2 10.4 22.8 21.6 20.4
1 2
New Jersey Resources Corp NJR 41.05 3.6 4.9 2.7% 7.0% 9.7% 14.4 13.8 12.8 21.9 20.6 19.0
Southwest Gas Holdings Inc SWX 74.19 3.6 5.6 2.8% 7.0% 9.8% 9.7 9.0 8.8 20.4 19.3 18.2
2
Spire Inc SR 67.85 3.4 6.0 3.3% 5.0% 8.3% 12.8 11.7 10.9 19.2 18.1 17.4
Northwest Natural Gas Co NWN 58.10 1.7 2.5 3.3% 5.6% 8.8% 11.6 10.8 10.4 25.6 23.4 22.5
Median $3.6 $5.4 2.7% 6.8% 9.2% 12.0x 11.0x 10.4x 21.8x 20.3x 18.9x

Infrastructure Utility Peers


NextEra Energy Inc NEE $156.38 $73.7 $108.7 2.8% 7.8% 10.7% 11.8x 10.7x 10.1x 20.2x 18.7x 17.6x
Dominion Energy Inc D 62.39 40.7 80.3 5.4% 4.3% 9.6% 11.7 11.0 10.1 15.3 14.7 14.1
DTE Energy Co DTE 97.04 17.6 30.8 3.7% 6.2% 9.9% 11.0 10.1 9.5 16.8 15.8 15.0
Avangrid Inc AGR 50.40 15.6 21.7 3.5% 8.3% 11.9% 10.4 9.8 9.2 20.9 19.9 17.9
CenterPoint Energy Inc CNP 25.41 11.0 18.6 4.4% 5.8% 10.2% 8.6 8.4 7.9 16.0 15.1 14.2
NiSource Inc NI 23.56 8.5 17.6 3.3% 6.4% 9.6% 11.5 10.4 9.8 18.4 17.1 16.3
Median $16.6 $26.3 3.6% 6.3% 10.0% 11.2x 10.2x 9.6x 17.6x 16.4x 15.7x

Source: Bloomberg as of 6/7/18, company presentations.


Note: Peer groups developed by Elliott & Bluescape and our financial adviser to most closely match Sempra’s utility businesses and excludes certain special situations.
1. Reflects midpoint of medium-term EPS growth guidance.
2. EPS adjusted to exclude impact of non-recurring items.

▫ 44 ▫ www.SustainableSempra.com
VALUATION

Relevant M&A Transactions


High quality regulated and contracted businesses have commanded significant M&A
premiums and valuations well in excess of what is embedded in Sempra’s share price
Precedent Transaction Comparables

Date Date Transaction Equity Offer FY+1 FY+1 EV/


Acquirer Target Announced Closed Value ($B) Value ($B) Premium P/E EBITDA
Gas Utility Transactions
Centerpoint Vectren 4/23/18 TBD $8.1 $6.0 17% 23.8x 11.6x
HydroOne Avista 7/19/17 TBD 5.3 3.5 24% 25.6x 11.2x
AltaGas WGL Holdings 1/25/17 TBD 6.3 4.5 28% 24.2x 11.4x
Dominion Questar 2/1/16 9/19/16 6.0 4.4 30% 19.0x 10.0x
Duke Energy Piedmont 10/26/15 10/4/16 6.7 4.9 42% 30.0x 15.0x
Emera Teco 9/4/15 7/1/16 10.4 6.5 48% 23.2x 10.7x
Southern AGL Resources 8/24/15 7/1/16 11.9 7.9 36% 21.0x 10.0x
Median 30% 23.8x 11.2x

Electric Utility/Transmission Transactions


NextEra Gulf Power 5/21/18 TBD $5.8 $4.4 NA 24.7x 12.8x
Dominion Scana 1/3/18 TBD 14.6 7.9 42% 18.2x 11.5x
Sempra Oncor 8/20/17 3/9/18 18.8 9.5 NA 23.7x 9.9x
Fortis ITC 2/9/16 10/14/16 11.3 6.9 33% 20.0x 11.9x
Algonquin Power Empire District Electric 2/9/16 1/3/17 2.4 1.5 21% 21.5x 9.7x
Iberdrola UIL 2/25/15 12/17/15 4.8 3.0 19% 20.7x 9.8x
Median 27% 21.1x 10.7x

Natural Gas Infrastructure Transactions


Pembina Veresen 5/1/17 10/11/17 $7.1 $4.3 22% 33.5x 15.0x
Enbridge Spectra 9/6/16 2/27/17 48.6 28.3 12% 27.1x 14.9x
Transcanada Columbia Pipeline Group 3/17/16 7/1/16 13.3 10.2 29% 36.3x 17.1x
MPLX Markwest 7/13/15 12/4/15 21.3 15.7 32% 67.3x 18.0x
Median 26% 34.9x 16.0x

Source: Bloomberg, SNL Energy, company press releases.

▫ 45 ▫ www.SustainableSempra.com
VALUATION

Cameron LNG vs. Cheniere Metrics Comparison


Cameron LNG compares favorably to Cheniere’s projects: i) more contracted, ii) no
commodity exposure, iii) better counterparty credit, iv) less levered

Trains 1-3 Cheniere Energy Partners Cheniere Energy Inc.


(Sabine Pass Trains 1-5) (Sabine Pass Trains 1-5, Corpus
Christi Trains 1-3)

FID Nameplate
13.9 Mtpa 22.5 Mtpa 36.0 Mtpa
Capacity
Expected
2019 2019 2021
Completion

Contract Terms 100% 20-year take-or-pay ~90% 20-year take-or-pay ~85% long-term take-or-pay

Gas Procurement Customer responsible Cheniere responsible Cheniere responsible

Counterparty ~55% A-rated or better; ~40% A-rated or better;


All A-rated
Credit ~45% BBB-rated ~60% BBB-rated or unrated
Consolidated
~4.5x1 ~6x2 ~6-6.5x2
Debt/EBITDA

Enterprise Value N/A $38B2,3 $54B2,4

Source: SEC filings, company presentations.


1. Sempra’s $3.7B share of Cameron LNG JV financing per Sempra’s 2017 10-K divided by run-rate EBITDA guidance midpoint of $812.5m.
2. Uses midpoint of debt guidance as shown in Cheniere’s 5/29/18 investor presentation.
3. Market cap grossed up by 20% (estimated run-rate cash flow allocation to GP) to account for GP interest.
4. Shares o/s of 288m as shown in Cheniere’s 5/29/18 investor presentation; non-controlling interest valued using market value of CQP and CQH shares not owned by Cheniere.

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VALUATION

Cameron LNG vs. Cheniere Valuation Comparison


Public market values of LNG businesses provide a marker for the
potential standalone value of Sempra’s LNG & Midstream businesses

Public Market TEV / Mtpa of Contracted LNG Businesses Implied 100% TEV of Cameron Trains 1-3 (13.9 Mtpa)

Later completion date for Elliott & Bluescape


Corpus Christi Train 3 Valuation Range
$1,700 / $28 B
$26 B
tonne $1,500 / $25 B
$24 B
tonne $22 B

Cheniere Energy Cheniere Energy $1,600 / $1,700 / $1,800 / $1,900 / $2,000 /


Partners LP (CQP) Inc (LNG) tonne tonne tonne tonne tonne
Implied Equity
Value to SRE:
$7.5B $8B $9B $9.5B $10B
Source: Bloomberg as of 6/7/18, SEC filings.

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VALUATION

LNG Development Comparison


Standalone publicly-traded LNG development businesses
command significant market valuations

Public market value of LNG development companies Comparison of LNG development projects

Attributable Brownfield / Regulatory


Capacity Greenfield Permits
$2.5 B
Cameron T4-5 4.5 Mtpa Brownfield Received

Port Arthur 13.5 Mtpa Greenfield Filed

Energia Costa Azul ~7 Mtpa1 Brownfield Received

Total Sempra ~25 Mtpa

$0.7 B Tellurian / Driftwood 27.6 Mtpa Greenfield Filed

NextDecade / Rio
27 Mtpa Greenfield Filed
Grande

Tellurian NextDecade
Two of Sempra’s projects are at brownfield sites
and have received regulatory permits

Source: Bloomberg as of 6/7/18.


1. Assumes Sempra retains 50% interest in ECA liquefaction pursuant to a development agreement with IEnova.

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