EX-4.1



 Exhibit 4.1 

Sempra Energy 

OFFICERS’ CERTIFICATE 

(Pursuant to Sections 201 and 301 of the Indenture) 

October 7, 2016 
 The undersigned,
Trevor I. Mihalik, Senior Vice President, Controller and Chief Accounting Officer, and Kathryn J. Collier, Vice President and Treasurer, respectively, of Sempra Energy, a California corporation (the “Company”), hereby
certify as follows: 
 The undersigned, having read the appropriate provisions of the Indenture dated as of February 23, 2000 (the
“Indenture”) between the Company and U.S. Bank National Association, as successor Trustee to U.S. Bank Trust National Association (the “Trustee”), including Sections 201, 301 and 303 thereof and the definitions
in such Indenture relating thereto, and certain other corporate documents and records, and having made such examination and investigation as, in the opinion of the undersigned, each considers necessary to enable the undersigned to express an
informed opinion as to whether or not the conditions set forth in the Indenture relating to the establishment of the terms of $500,000,000 aggregate principal amount of the Company’s 1.625% Notes due 2019 (the “Notes”) and the
form of certificate evidencing the Notes have been complied with, and whether the conditions in the Indenture relating to the authentication and delivery by the Trustee of the Notes have been complied with, certify that (1) the terms of the
Notes were established by the undersigned pursuant to authority delegated to them by resolutions duly adopted by the Board of Directors of the Company on September 9, 2008, November 10, 2009, September 13, 2011, February 20-21, 2014 and May 8-9, 2014 (collectively, the “Resolutions”) and such terms are as set forth in Annex I hereto, (2) the form
of certificate evidencing the Notes was established by the undersigned pursuant to authority delegated to them by the Resolutions and shall be in substantially the form attached as Annex II hereto, (3) true, complete and correct copies of
the Resolutions, which were duly adopted by the Board of Directors of the Company and are in full force and effect on the date hereof, are attached as exhibits to the Certificate of the Secretary of the Company of even date herewith, and
(4) the form and terms of the Notes have been established pursuant to Sections 201 and 301 of the Indenture and comply with the Indenture and, in the opinion of the undersigned, all conditions provided for in the Indenture (including,
without limitation, those set forth in Sections 201, 301 and 303 of the Indenture) relating to the establishment of the terms of the Notes and the form of certificate evidencing the Notes, and relating to the execution, authentication and
delivery of the Notes, have been complied with. 
 This certificate may be executed by the parties hereto in counterparts, each of which
when so executed shall be deemed to be an original, with the same effect as if the signatures thereto and hereto were on the same instrument, but all such counterparts shall together constitute but one and the same instrument. 

(Signature Page Follows) 







 IN WITNESS WHEREOF, we have hereunto set our hands as of the date first written above. 

 

	
	/s/ Trevor I. Mihalik
	 Trevor I. Mihalik
 Senior Vice President,
Controller and Chief Accounting Officer

	
	/s/ Kathryn J. Collier
	 Kathryn J. Collier
 Vice President and
Treasurer










 ANNEX I 

Capitalized terms used in this Annex I and not otherwise defined herein have the same definitions as in the Indenture referred to in the
Officers’ Certificate of which this Annex I constitutes a part. 
 (1) One series of debt securities is established hereby and shall be
known and designated as the “1.625% Notes due 2019” (hereinafter sometimes referred to as the “Securities,” the “Securities of such series” or the “Notes”). 

(2) The aggregate principal amount of the Securities of such series which may be authenticated and delivered under the Indenture is limited to
$500,000,000, except for Securities of such series authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the same series pursuant to Sections 304, 305, 306, 906 or 1106 of the
Indenture and except for any Securities of such series which, pursuant to Section 303 of the Indenture, are deemed never to have been authenticated and delivered under the Indenture. However, such series of Securities may be re-opened by the
Company for the issuance of additional Securities of the same series, so long as any such additional Securities of such series (i) have the same form and terms (other than offering price, the date of issuance and, if applicable, the date from
which interest thereon shall begin to accrue and the first interest payment date), and carry the same right to receive accrued and unpaid interest (if any), as the Securities of such series theretofore issued and (ii) shall form a single series
under the Indenture with the Securities of such series theretofore issued, and provided that such additional Securities of such series are fungible with the Securities of such series theretofore issued for United States Federal income tax purposes;
provided, however, that, notwithstanding the foregoing, such series may not be re-opened if the Company has effected defeasance with respect to the Securities of such series pursuant to Section 1302 of the Indenture or has effected satisfaction
and discharge with respect to the Securities of such series pursuant to Section 401 of the Indenture. 
 (3) The Securities of such
series are to be issued only as registered securities without coupons. The Securities of such series shall be issued in book-entry form and represented by one or more global Securities (the “Global Securities”) of such series, the
initial depositary (the “Depositary”) for the Global Securities of such series shall be The Depository Trust Company and the depositary arrangements shall be those employed by whoever shall be the Depositary with respect to the
Global Securities of such series from time to time. Notwithstanding the foregoing, certificated Securities of such series in definitive form may be issued in exchange for Global Securities of such series under the circumstances contemplated by
Section 305 of the Indenture. 
 (4) The Securities of such series shall be sold by the Company to the several underwriters (the
“Underwriters”) named in Schedule I to the Underwriting Agreement dated October 4, 2016 between the Company and Goldman, Sachs & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Mizuho
Securities USA Inc., as representatives of the Underwriters (the “Underwriting Agreement”), at a price equal to 99.448% of the principal amount of the Securities of such series and the initial price to the public of Securities of
such series shall be 99.898% of the principal amount of the Securities of such series (plus accrued and 







 
unpaid interest, if any), and underwriting discounts and commissions shall be 0.450% of the principal amount of the Securities of such series. 

(5) The Securities of such series shall not be repayable or redeemable at the option of the Holders prior to the Stated Maturity of the
principal of the Securities of such series (except as provided in Article V of the Indenture) and shall not be subject to a sinking fund or analogous provision. 

(6) The Borough of Manhattan, The City of New York is hereby designated as a Place of Payment for the Securities of such series. 

(7) The Company hereby appoints the Trustee, acting through its Corporate Trust Office in the Borough of Manhattan, The City of New York, as
the Company’s agent for the purposes specified in Section 1002 of the Indenture with respect to the Securities of such series; provided, however, subject to Section 1002 of the Indenture, the Company may at any time remove the Trustee
as its office or agency in the Borough of Manhattan, The City of New York designated for such purposes with respect to the Securities of such series and may from time to time designate one or more other offices or agencies for such purposes with
respect to the Securities of such series and may from time to time rescind such designation, so long as the Company shall at all times maintain an office or agency for such purposes with respect to the Securities of such series in the Borough of
Manhattan, The City of New York. 
 (8) The Securities of such series shall be issued in denominations of $2,000 and integral multiples of
$1,000 in excess thereof. 
 (9) The principal of, premium, if any, and interest on the Securities of such series shall be payable in U.S.
dollars. 
 (10) Section 1303 of the Indenture shall not apply to the Securities of such series. 

(11) The Securities of such series shall not be convertible into or exchangeable for other securities. 

(12) Anything in the Indenture or the Securities of such series to the contrary notwithstanding, payments of the principal of and premium, if
any, and interest on the Global Securities of such series shall be made by wire transfer to the Depositary or its nominee or to any successor depositary or nominee, whichever shall be the registered Holder of such Global Securities of such series
from time to time. 
 (13) To the extent that any provision of the Indenture or the Securities of such series provides for the payment of
interest on overdue principal of, or premium, if any, or interest on, the Securities of such series, then, to the extent permitted by law, interest on such overdue principal, premium, if any, and interest shall accrue at the rate of interest borne
by the Securities of such series. 
 (14) The Securities of such series shall have such other terms and provisions as are set forth in the
form of certificate evidencing the Securities of such series attached as Annex II to the 







 
Officers’ Certificate of which this Annex I constitutes a part, all of which terms and provisions are incorporated by reference in and made a part of this Annex I as if set forth
in full herein. 
 (15) As used in the Indenture with respect to the Securities of such series and in the certificate evidencing the
Securities of such series, all references to “premium” on the Securities of such series shall mean any amounts (other than accrued interest) payable upon the redemption of any Securities of such series in excess of 100% of the principal
amount of such Securities. 
 (16) Subsection (5) of Section 501 of the Indenture shall not be applicable to the Securities of
such series and, insofar as Section 501 of the Indenture is applicable to the Securities of such series, subsection (5) of Section 501 of the Indenture is hereby deleted in its entirety and replaced with the following text and any
references in the Indenture to subsection (5) of Section 501 thereof shall, insofar as it relates to the Securities of such series, be disregarded, mutatis mutandis: 

“(5) [omitted intentionally]; or”. 







 ANNEX II 

Form of Certificate Evidencing the 1.625% Notes due 2019 

THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE
THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN
THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. 
 UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY TO THE
CORPORATION OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY
PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. 
 SEMPRA ENERGY 

1.625% Notes due 2019 
  

			
	No. 001	  	 $500,000,000

CUSIP No. 816851 AZ2
 ISIN No.
US816851 AZ24


 Sempra Energy, a corporation duly organized and existing under the laws of the State of California (herein
called the “Corporation,” which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of Five
Hundred Million Dollars ($500,000,000) on October 7, 2019 (the “Maturity Date”), and to pay interest thereon from October 7, 2016 or from the most recent date to which interest has been paid or duly provided for,
semi-annually in arrears on April 7 and October 7 in each year (each, an “Interest Payment Date”), commencing April 7, 2017, and on the Maturity Date at the rate of 1.625% per annum, until the principal hereof is paid
or made available for payment, provided that any principal hereof or (to the extent that the payment of such interest shall be legally enforceable) premium, if any, or interest hereon which is not paid when due shall bear interest at the rate
of 1.625% per annum from the respective dates such amounts are due until they are paid or made available for payment, and such interest shall be payable on demand. 

Interest on this Security shall be calculated on the basis of a 360-day year consisting of twelve 30-day months. The interest so payable, and
punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular
Record Date for such interest, which shall be the March 23 or September 23 (whether or not a Business Day), as the case may be, immediately preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for
on any Interest Payment Date will forthwith cease to be payable to the Holder on such Regular Record Date by virtue of having been such Holder and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities)
is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such
Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange 







 
on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture. 

Payment of the principal of (and premium, if any) and interest on this Security will be made at the office or agency of the Corporation
maintained for that purpose in the Borough of Manhattan, The City of New York, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided,
however, that at the option of the Corporation payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register or by wire transfer at such place and to such
account at a banking institution in the United States as may be designated in writing to the Trustee at least 15 days prior to the date for payment by the Person entitled thereto. Notwithstanding the foregoing, so long as the Holder of this
Security is the Depositary or its nominee, payment of the principal of (and premium, if any) and interest on this Security will be made by wire transfer of immediately available funds. 

Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place. 
 Unless the certificate of authentication hereon has been executed by the
Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. 

[Signature Page Follows] 







 IN WITNESS WHEREOF, the Corporation has caused this instrument to be duly executed. 

 

			
	SEMPRA ENERGY
		
	By:	 	 


 
			
	Name:	 	Kathryn J. Collier
	Title:	 	Vice President and Treasurer


  

			
	Attest:
		
	By:	 	 


			
	Name:	 	Justin C. Bird
	Title:	 	Vice President – Compliance and Governance and Corporate Secretary

 This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.

  

			
	 U.S. BANK NATIONAL ASSOCIATION
  

As successor Trustee to
     U.S. Bank Trust
National Association

		
	By:	 	 
		 	Authorized Signatory


 Dated:
                    , 2016 







 (REVERSE OF SECURITY) 

This Security is one of a duly authorized issue of securities of the Corporation (herein called the “Securities”), issued and
to be issued in one or more series under an Indenture, dated as of February 23, 2000 (herein called the “Indenture,” which term shall have the meaning assigned to it in such instrument), between the Corporation and U.S. Bank
National Association, as successor trustee to U.S. Bank Trust National Association (herein called the “Trustee,” which term includes any successor trustee under the Indenture), and reference is hereby made to the Indenture for a
statement of the respective rights, limitation of rights, duties and immunities thereunder of the Corporation, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered.
This Security is one of the series designated on the face hereof, initially limited (subject to exceptions provided in the Indenture) in aggregate principal amount to $500,000,000. 

All or a portion of the Securities of this series may be redeemed at the Corporation’s option at any time or from time to time at a
Redemption Price calculated as provided below. 
 The Redemption Price for the Securities of this series to be redeemed on any Redemption
Date will be equal to the greater of the following amounts: (a) 100% of the principal amount of the Securities being redeemed on that Redemption Date; or (b) the sum of the present values of the remaining scheduled payments of principal
and interest on the Securities being redeemed on that Redemption Date (not including any portion of any payments of interest accrued to the Redemption Date) discounted to the Redemption Date on a semi-annual basis at the Adjusted Treasury Rate (as
defined below) plus 15 basis points, as determined by the Independent Investment Banker (as defined below), plus, in each case, accrued and unpaid interest on the Securities to be redeemed to the Redemption Date. Notwithstanding the foregoing,
installments of interest on Securities of this series that are due and payable on any Interest Payment Date falling on or prior to a Redemption Date will be payable on that Interest Payment Date to the Holders of such Securities as of the close of
business on the Regular Record Date immediately preceding such Interest Payment Date, according to the terms of the Securities of this series and the Indenture. The Redemption Price will, if applicable, be calculated on the basis of a 360-day year
consisting of twelve 30-day months. 
 The Corporation will mail notice of any redemption at least 30 days but not more than
60 days before the Redemption Date to each Holder of the Securities of this series to be redeemed. Once notice of redemption is mailed, the Securities of this series called for redemption will become due and payable on the Redemption Date at
the applicable Redemption Price, plus accrued and unpaid interest to the Redemption Date, and will be paid upon surrender thereof for redemption. If the Corporation elects to redeem all or a portion of the Securities of this series, that redemption
will not be conditional upon receipt by the Paying Agent or the Trustee of monies sufficient to pay the Redemption Price. 
 Unless the
Corporation defaults in payment of the Redemption Price, on and after the Redemption Date interest will cease to accrue on the Securities of this series or portions thereof called for redemption. 

“Adjusted Treasury Rate” means, with respect to any Redemption Date, the rate per annum equal to the semi-annual equivalent
yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such Redemption Date. 

“Comparable Treasury Issue” means, with respect to any Redemption Date, the United States Treasury security selected by the
Independent Investment Banker as having a maturity comparable to the remaining term of the Securities of this series to be redeemed on such Redemption Date that would be utilized, at the time of selection and in accordance with customary financial
practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of such Securities. 

“Comparable Treasury Price” means, with respect to any Redemption Date, (A) the average of the Reference Treasury Dealer
Quotations for such Redemption Date or (B) if only one Reference Treasury Dealer Quotation is received, such quotation. 







 “Independent Investment Banker” means, with respect to any Redemption Date, one
of the Reference Treasury Dealers appointed by the Corporation to act as the “Independent Investment Banker.” 

“Reference Treasury Dealers” mean, with respect to any Redemption Date, (A) Goldman, Sachs & Co., Merrill
Lynch, Pierce, Fenner & Smith Incorporated and Mizuho Securities USA Inc. (or their respective affiliates which are Primary Treasury Dealers (as defined below)), and their respective successors; provided, however, that if any
of the foregoing shall cease to be a primary U.S. Government securities dealer in the United States (a “Primary Treasury Dealer”), the Corporation will substitute therefor another Primary Treasury Dealer; and (B) any other
Primary Treasury Dealer(s) selected by the Corporation. 
 “Reference Treasury Dealer Quotation” means, with respect to
each Reference Treasury Dealer and any Redemption Date, the average, as determined by the Corporation, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing
to the Corporation by such Reference Treasury Dealer at 5:00 p.m. (New York City time) on the third Business Day preceding such Redemption Date. As used in the preceding sentence, “Business Day” means any day (other than a
Saturday or Sunday) on which banking institutions in The City of New York are not authorized or obligated by law or executive order to remain closed. 

In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor in an aggregate
principal amount equal to the unredeemed portion of the principal hereof will be issued in the name of the Holder hereof upon the cancellation hereof. 

The Indenture contains provisions for defeasance at any time of the entire indebtedness of this Security upon compliance with certain
conditions set forth in the Indenture. 
 If an Event of Default with respect to the Securities of this series shall occur and be
continuing, the principal of and accrued and unpaid interest on the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture. 

The indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations
of the Corporation and the rights of the Holders of the Securities of each series affected under the Indenture at any time by the Corporation and the Trustee with the consent of the Holders of a majority in principal amount of the Securities of each
series at the time Outstanding affected thereby. The Indenture contains provisions permitting the Holders of not less than a majority in principal amount of the Securities of any series at the time Outstanding with respect to which a default under
the Indenture shall have occurred and be continuing, on behalf of the Holders of all Securities of such series, to waive, with certain exceptions, such past default with respect to such series and its consequences. The Indenture also permits the
Holders of not less than a majority in principal amount of the Securities of any series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Corporation with certain provisions of the
Indenture. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange
herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. 
 As provided in and subject to
the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder unless such Holder
shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Securities of this series, the Holders of not less than 25% in principal amount of the Securities of this series at the time Outstanding
shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee, such Holder or Holders shall have offered the Trustee reasonable indemnity against the costs, expenses and liabilities to be
incurred in compliance with such request, and the Trustee, for 60 days after its receipt of such notice, request and offer of indemnity, shall not have received from the Holders of a majority in principal amount of Securities of this series at
the time Outstanding a direction inconsistent with such request, and the Trustee shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any
suit instituted by the Holder of this Security for the enforcement of any payment of principal hereof or any premium or interest hereon on or after the respective due dates expressed herein. 







 No reference herein to the Indenture and no provision of this Security or of the Indenture shall
alter or impair the obligation of the Corporation, which is absolute and unconditional, to pay the principal of and premium, if any, and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed. 

As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the
Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Corporation in any place where the principal of and any premium and interest on this Security are payable, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the Corporation and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this
series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. 

The Securities of this series are issuable only in registered form without coupons in denominations of $2,000 and integral multiples of $1,000
in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different
authorized denomination, as requested by the Holder surrendering the same. 
 No service charge shall be made for any such registration of
transfer or exchange, but the Corporation may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. 

Prior to due presentment of this Security for registration of transfer, the Corporation, the Trustee and any agent of the Corporation or the
Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Corporation, the Trustee nor any such agent shall be affected by notice to the
contrary. 
 This Security shall be governed by and construed in accordance with the laws of the State of New York, without regard to
conflict of law principles thereof. 
 All terms used in this Security which are defined in the Indenture and not defined herein shall have
the meanings assigned to them in the Indenture.