SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 1994 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-3375 South Carolina Electric & Gas Company (Exact name of registrant as specified in its charter) South Carolina 57-0248695 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1426 Main Street, Columbia, South Carolina 29201 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (803) 748-3000 Former name, former address and former fiscal year, if changed since last report. Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X . No . APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS: Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes . No . APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. As of July 31, 1994, there were issued and outstanding 40,296,147 shares of the registrant's common stock $4.50 par value, all of which were held, beneficially and of record, by SCANA Corporation. 1 SOUTH CAROLINA ELECTRIC & GAS COMPANY INDEX PART I. FINANCIAL INFORMATION Page Item 1. Financial Statements Consolidated Balance Sheets as of June 30, 1994 and December 31, 1993......................................... 3 Consolidated Statements of Income and Retained Earnings for the Periods Ended June 30, 1994 and 1993.................. 5 Consolidated Statements of Cash Flows for the Periods Ended June 30, 1994 and 1993.................................. 6 Notes to Consolidated Financial Statements...................... 7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations........................ 9 PART II. OTHER INFORMATION Item 1. Legal Proceedings.......................................... 12 Item 6. Exhibits and Reports on Form 8-K........................... 12 Signatures............................................................. 13 Exhibit Index.......................................................... 14 2 PART I FINANCIAL INFORMATION SOUTH CAROLINA ELECTRIC & GAS COMPANY CONSOLIDATED BALANCE SHEETS As of June 30, 1994 and December 31, 1993 (Unaudited) June 30, December 31, 1994 1993 (Thousands of Dollars) ASSETS Utility Plant: Electric............................................. $3,082,443 $3,067,881 Gas.................................................. 296,477 272,506 Transit.............................................. 3,774 3,769 Common............................................... 75,983 72,804 Total.............................................. 3,458,677 3,416,960 Less accumulated depreciation and amortization....... 1,148,798 1,097,531 Total.............................................. 2,309,879 2,319,429 Construction work in progress........................ 471,804 338,677 Nuclear fuel, net of accumulated amortization........ 31,541 29,087 Utility Plant, Net............................... 2,813,224 2,687,193 Nonutility property and investments (net of accumulated depreciation)............................ 12,609 12,709 Current Assets: Cash and temporary cash investments.................. 1,967 193 Receivables - customer and other..................... 117,294 119,296 Receivables - affiliated companies................... 23,859 244 Inventories (at average cost): Fuel............................................... 26,410 31,192 Materials and supplies............................. 43,767 43,372 Prepayments.......................................... 15,991 10,089 Accumulated deferred income taxes.................... 2,057 9,015 Total Current Assets............................. 231,345 213,401 Deferred Debits: Unamortized debt expense............................. 10,731 11,060 Unamortized deferred return on plant investment...... 12,737 14,860 Nuclear plant decommissioning fund................... 27,743 25,103 Other................................................ 238,649 225,613 Total Deferred Debits............................ 289,860 276,636 Total................................. $3,347,038 $3,189,939 See notes to consolidated financial statements. 3 SOUTH CAROLINA ELECTRIC & GAS COMPANY CONSOLIDATED BALANCE SHEETS As of June 30, 1994 and December 31, 1993 (Unaudited) June 30, December 31, 1994 1993 (Thousands of Dollars) CAPITALIZATION AND LIABILITIES Stockholders' Investment: Common Equity: Common stock ($4.50 par value)...................... $ 181,333 $ 181,333 Premium on common stock and other paid-in capital... 614,160 583,785 Capital stock expense (debit)....................... (5,467) (5,497) Retained earnings................................... 300,700 291,713 Total Common Equity............................... 1,090,726 1,051,334 Preferred stock (Not subject to purchase or sinking funds).............................................. 26,027 26,027 Total Stockholders' Investment.................... 1,116,753 1,077,361 Preferred stock, net (Subject to purchase or sinking funds)........................................ 50,856 52,840 Long-term debt, net..................................... 1,199,752 1,097,043 Total Capitalization............................ 2,367,361 2,227,244 Current Liabilities: Short-term borrowings................................. 15,500 1,011 Current portion of long-term debt..................... 16,651 13,719 Current portion of preferred stock.................... 2,486 2,504 Accounts payable...................................... 36,344 68,182 Accounts payable - affiliated companies............... 37,484 28,630 Estimated rate refunds and related interest........... 1,871 2,509 Customer deposits..................................... 12,405 12,207 Taxes accrued......................................... 22,465 39,965 Interest accrued...................................... 17,758 17,764 Dividends declared.................................... 31,122 29,982 Other................................................. 19,159 10,042 Total Current Liabilities....................... 213,245 226,515 Deferred Credits: Accumulated deferred income taxes..................... 487,480 480,808 Accumulated deferred investment tax credits........... 83,155 84,447 Accumulated reserve for nuclear plant decommissioning. 27,743 25,103 Other................................................. 168,054 145,822 Total Deferred Credits.......................... 766,432 736,180 Total ................................. $3,347,038 $3,189,939 See notes to consolidated financial statements. 4 SOUTH CAROLINA ELECTRIC & GAS COMPANY CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS For the Periods Ended June 30, 1994 and 1993 (Unaudited) Three Months Ended Six Months Ended June 30, June 30, 1994 1993 1994 1993 (Thousands of Dollars) OPERATING REVENUES: Electric.......................................... $225,219 $214,070 $460,108 $421,716 Gas............................................... 36,866 29,387 114,278 100,194 Transit........................................... 948 1,028 1,969 1,816 Total Operating Revenues..................... 263,033 244,485 576,355 523,726 OPERATING EXPENSES: Fuel used in electric generation.................. 46,940 41,092 87,933 76,913 Purchased power (including affiliated purchases)...................................... 21,824 26,784 50,292 52,459 Gas purchased from affiliate for resale........... 24,444 18,399 68,399 58,216 Other operation................................... 53,971 50,935 105,348 97,516 Maintenance....................................... 14,972 15,477 29,697 30,954 Depreciation and amortization..................... 26,752 25,249 53,442 50,574 Income taxes...................................... 13,497 10,311 39,925 28,276 Other taxes....................................... 17,317 17,304 34,483 34,611 Total Operating Expenses..................... 219,717 205,551 469,519 429,519 OPERATING INCOME.................................... 43,316 38,934 106,836 94,207 OTHER INCOME: Allowance for equity funds used during construction............................. 1,911 2,413 3,984 4,751 Other income (loss),net of income taxes........... (162) (282) (263) (494) Total Other Income........................... 1,749 2,131 3,721 4,257 INCOME BEFORE INTEREST CHARGES...................... 45,065 41,065 110,557 98,464 INTEREST CHARGES (CREDITS): Interest expense.................................. 22,396 21,156 44,171 43,550 Allowance for borrowed funds used during construction............................. (1,679) (1,418) (3,302) (3,233) Total Interest Charges, Net.................. 20,717 19,738 40,869 40,317 NET INCOME.......................................... 24,348 21,327 69,688 58,147 Preferred Stock Cash Dividends (at stated rates)............................................ (1,462) (1,564) (3,001) (3,131) Earnings Available for Common Stock................. 22,886 19,763 66,687 55,016 Retained Earnings at Beginning of Period............ 307,414 270,515 291,713 262,262 Common Stock Cash Dividends Declared................ (29,600) (27,500) (57,700) (54,500) Retained Earnings at End of Period.................. $300,700 $262,778 $300,700 $262,778 See notes to consolidated financial statements. 5 SOUTH CAROLINA ELECTRIC & GAS COMPANY CONSOLIDATED STATEMENTS OF CASH FLOWS For the Periods Ended June 30, 1994 and 1993 (Unaudited) Six Months Ended June 30, 1994 1993 (Thousands of Dollars) CASH FLOWS FROM OPERATING ACTIVITIES: Net income........................................... $ 69,688 $ 58,147 Adjustments to reconcile net income to net cash provided from operating activities: Depreciation and amortization...................... 53,520 50,649 Amortization of nuclear fuel....................... 8,885 6,920 Deferred income taxes, net......................... 13,167 35,083 Deferred investment tax credits, net............... (1,292) (1,622) Net regulatory asset-adoption of SFAS No. 109...... (1,630) (23,998) Nuclear refueling accrual.......................... 3,763 (9,143) Allowance for funds used during construction....... (7,286) (7,984) Over (under) collections, fuel adjustment clause... (2,018) (1,004) Changes in certain current assets and liabilities: (Increase) decrease in receivables................ (21,613) (3,607) (Increase) decrease in inventories................ 4,387 6,144 Increase (decrease) in accounts payable........... (21,423) (22,862) Increase (decrease) in estimated rate refunds and related interest............................ (638) (15,011) Increase (decrease) in taxes accrued.............. (17,500) (19,135) Other, net......................................... 21,648 (6,603) Net Cash Provided From Operating Activities............ 101,658 45,974 CASH FLOWS FROM INVESTING ACTIVITIES: Utility property additions and construction expenditures....................................... (193,867) (126,371) Increase in other property and investments........... (322) (75) Principal noncash items: Allowance for funds used during construction....... 7,286 7,984 Transfer of assets from SCANA...................... 6,285 - Net Cash Used For Investing Activities................. (180,618) (118,462) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds: Issuance of other long-term debt................... 99,000 - Issuance of First Mortgage Bonds................... - 100,000 Equity contribution from parent.................... 24,120 27,507 Repayments: First and Refunding Mortgage Bonds................. - (47,965) Other long-term debt............................... (796) (25) Preferred stock.................................... (2,002) (1,991) Dividend payments: Common stock....................................... (56,500) (53,741) Preferred stock.................................... (3,061) (3,169) Short-term borrowings, net........................... 14,489 54,391 Fuel financings, net................................. 7,043 (3,855) Advances - affiliated companies, net................. (1,559) (1,697) Net Cash Provided From Financing Activities............ 80,734 69,455 NET INCREASE (DECREASE) IN CASH AND TEMPORARY CASH INVESTMENTS........................... 1,774 (3,033) CASH AND TEMPORARY CASH INVESTMENTS AT JANUARY 1....... 193 24,302 CASH AND TEMPORARY CASH INVESTMENTS AT JUNE 30......... $ 1,967 $ 21,269 SUPPLEMENTAL CASH FLOW INFORMATION: Cash paid for - Interest (includes capitalized interest of $3,302 and $3,233)...... $ 66,057 $ 42,549 - Income taxes......................... 29,963 21,814 See notes to consolidated financial statements. 6 SOUTH CAROLINA ELECTRIC & GAS COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS June 30, 1994 (Unaudited) The following notes should be read in conjunction with the Notes to Consolidated Financial Statements appearing in the Company's Annual Report on Form 10-K for the year ended December 31, 1993. These are interim financial statements and, because of temperature variations between seasons of the year, the amounts reported in the Consolidated Statements of Income are not necessarily indicative of amounts expected for the year. In the opinion of management, the information furnished herein reflects all adjustments, all of a normal recurring nature, which are necessary for a fair statement of the results for the interim periods reported. 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: A. Principles of Consolidation: The Company, a public utility, is a South Carolina corporation organized in 1924 and a wholly owned subsidiary of SCANA Corporation (SCANA), a South Carolina holding company. The accompanying Consolidated Financial Statements include the accounts of the Company and South Carolina Fuel Company, Inc. (Fuel Company), an affiliate. Intercompany balances and transactions between the Company and Fuel Company have been eliminated in consolidation. The assets of the former Peoples Natural Gas Company of South Carolina, which were owned by SCANA and operated by the Company, were transferred to the Company on January 1, 1994. The transaction did not have a significant impact on the Company's financial position or results of operations. The Company has entered into agreements with certain affiliates to purchase gas for resale to its distribution customers and to purchase electric energy. The Company purchases all of its natural gas requirements from South Carolina Pipeline Corporation. The Company purchases all of the electric generation of Williams Station, which is owned by South Carolina Generating Company, Inc., under a unit power sales agreement. Such unit power purchases are included in "Purchased power." B. Classification of Short-Term Obligations: On July 21, 1994 the Company issued $100 million of First Mortgage Bonds, 7.70% series due July 15, 2004 to repay short-term borrowings in a like amount. Accordingly, short-term borrowings in the amount of $99 million are included in "Long-term debt, net." C. Reclassifications: Certain amounts from prior periods have been reclassified to conform with the 1994 presentation. 2. RATE MATTERS: With respect to rate matters at June 30, 1994, reference is made to Note 2 of Notes to Consolidated Financial Statements in the Company's Annual Report on Form 10-K for the year ended December 31, 1993. No changes have occurred with respect to those matters as reported therein except as shown below. On May 18, 1994 the Federal Energy Regulatory Commission (FERC) ordered the Company to refund certain amounts to its wholesale customers. The refund was ordered because the retail rate on which wholesale rates were based had been reduced and refunds had been made to retail customers in response to an order of the South Carolina Public Service Commission (PSC) issued on January 19, 1993. The Company refunded $1.1 million, including interest, to its wholesale customers on July 28, 1994. In June 1994 the Company placed into effect the second phase of the retail electric rate increase approved by the PSC on June 7, 1993. The new rates will produce an increase in electric operating revenue of $18.5 million annually, based on a test year. On June 6, 1994 the PSC issued an order denying the Company's request that the $.40 fare for low income riders of the Company's transit system be eliminated. The Company has appealed the PSC's order to the South Carolina Circuit Court. 7 3. RETAINED EARNINGS: The Restated Articles of Incorporation of the Company and the Indenture underlying certain of its bond issues contain provisions that may limit the payment of cash dividends on common stock. In addition, with respect to hydroelectric projects, the Federal Power Act may require the appropriation of a portion of the earnings therefrom. At June 30, 1994 approximately $10.7 million of retained earnings were restricted as to payment of dividends on common stock. 4. COMMITMENTS AND CONTINGENCIES: With respect to commitments at June 30, 1994, reference is made to Note 10 of Notes to Consolidated Financial Statements appearing in the Company's Annual Report on Form 10-K for the year ended December 31, 1993. No significant changes have occurred with respect to those matters as reported therein. Contingencies at June 30, 1994 are as follows: A. Nuclear Insurance The Price-Anderson Indemnification Act, which deals with the Company's public liability for a nuclear incident, currently establishes the liability limit for third-party claims associated with any nuclear incident at $9.4 billion. Each reactor licensee is currently liable for up to $79.3 million per reactor owned for each nuclear incident occurring at any reactor in the United States, provided that not more than $10 million of the liability per reactor would be assessed per year. The Company's maximum assessment, based on its two-thirds ownership of Summer Station, would not exceed approximately $52.9 million per incident but not more than $6.7 million per year. The Company currently maintains policies (for itself and on behalf of the PSA) with Nuclear Electric Insurance Limited (NEIL) and American Nuclear Insurers (ANI) providing combined property and decontamination insurance coverage of $1.4 billion for any losses in excess of $500 million pursuant to existing primary coverages (with ANI) on Summer Station. The Company pays annual premiums and, in addition, could be assessed a retroactive premium not to exceed 7 1/2 times its annual premium in the event of property damage loss to any nuclear generating facilities covered by NEIL. Based on the current annual premium, this retroactive premium would not exceed approximately $8.1 million. To the extent that insurable claims for property damage, decontamination, repair and replacement and other costs and expenses arising from a nuclear incident at Summer Station exceed the policy limits of insurance, or to the extent such insurance becomes unavailable in the future, and to the extent that the Company's rates would not recover the cost of any purchased replacement power, the Company will retain the risk of loss as a self-insurer. The Company has no reason to anticipate a serious nuclear incident at Summer Station. If such an incident were to occur, it could have a materially adverse impact on the Company's financial position. B. Environmental The Company has an environmental assessment program to identify and assess current and former operations sites that could require environmental cleanup. As site assessments are initiated, an estimate is made of the amount of expenditures, if any, necessary to investigate and clean up each site. These estimates are refined as additional information becomes available; therefore actual expenditures could significantly differ from the original estimates. Amounts estimated and accrued to date for site assessment and cleanup relate primarily to regulated operations; such amounts have been deferred (approximately $23.4 million) and are being amortized and recovered through rates over a ten year period. 8 SOUTH CAROLINA ELECTRIC & GAS COMPANY MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Material Changes in Capital Resources and Liquidity From December 31, 1993 to June 30, 1994 Liquidity and Capital Resources The cash requirements of the Company arise primarily from its operational needs and construction program. The ability of the Company to replace existing plant investment, as well as to expand to meet future demands for electricity and gas, will depend upon its ability to attract the necessary financial capital on reasonable terms. The Company recovers the costs of providing services through rates charged to customers. Rates for regulated services are based on historical costs. As customer growth and inflation occur and the Company expands its construction program it is necessary to seek increases in rates. As a result the Company's future financial position and results of operations will be impacted by its ability to obtain adequate and timely rate relief. The following table summarizes how the Company generated funds for its utility property additions and construction expenditures during the six months ended June 30, 1994 and 1993: Six Months Ended June 30, 1994 1993 (Thousands of Dollars) Net cash provided from operating activities $101,658 $ 45,974 Net cash provided from financing activities 80,734 69,455 Cash and temporary cash investments available at the beginning of the period 193 24,302 Net cash available for utility property additions and construction expenditures $182,585 $139,731 Funds used for utility property additions and construction expenditures, net of noncash allowance for funds used during construction $180,296 $118,387 In June 1994 the Company placed into effect the second phase of the retail electric rate increase approved by the South Carolina Public Service Commission on June 7, 1993. On July 21, 1994, the Company issued $100 million of First Mortgage Bonds, 7.70% series due July 15, 2004 to repay short-term borrowings in a like amount. Accordingly, short-term borrowings in the amount of $99 million are included in "Long-term debt, net." The Company anticipates that the remainder of its 1994 cash requirements will be met primarily through internally generated funds, sales of additional securities, additional equity contributions from SCANA and the incurrence of additional short- term and long-term indebtedness. The timing and amount of such financings will depend upon market conditions and other factors. The ratio of earnings to fixed charges for the twelve months ended June 30, 1994 was 3.82. The Company expects that it has or can obtain adequate sources of financing to meet its cash requirements for the next twelve months and for the foreseeable future. 9 SOUTH CAROLINA ELECTRIC & GAS COMPANY Results of Operations For the Six Months Ended June 30, 1994 As Compared to the Corresponding Period in 1993 Earnings and Dividends Net income for the three and six months ended June 30, 1994 increased approximately $3.0 million and $11.5 million, respectively, when compared to the corresponding periods in 1993 primarily due to an increase in the electric operating margin. AFC is a utility accounting practice whereby a portion of the cost of both equity and borrowed funds used to finance construction (which is shown on the balance sheet as construction work in progress) is capitalized. Both the equity and the debt portions of AFC are noncash items of nonoperating income which have the effect of increasing reported net income. AFC represented approximately 9% and 12% of income before income taxes for the three months ended June 30, 1994 and 1993, respectively, and approximately 7% and 9% for the six months ended June 30, 1994 and 1993, respectively. On April 28, 1994 the Company's Board of Directors authorized the payment of a dividend on common stock of $29,600,000 for the quarter ended June 30, 1994. The dividend was paid on July 1, 1994 to SCANA Corporation, the Company's parent. Sales Margins The changes in the electric sales margins for the three and six months ended June 30, 1994 when compared to the corresponding periods in 1993 were as follows: Three Months Six Months Change % Change Change %Change (Millions) (Millions) Electric operating revenues $11.1 5.2 $38.4 9.1 Less: Fuel used in electric generation 5.8 14.2 11.0 14.3 Purchased power (5.0) (18.5) (2.1) (4.1) Margin $10.3 7.0 $29.5 10.1 The electric sales margins increased for the three and six months ended June 30, 1994 compared to the corresponding periods in 1993 primarily due to an increase in retail electric rates which was effective beginning in June 1993 and increases in customer sales due to customer growth, reflecting a general improvement in the economy. The second phase of the retail electric rate increase, which was placed into effect in June 1994, also contributed to the increase in electric sales margins. 10 The changes in the gas sales margins for the three and six months ended June 30, 1994 when compared to the corresponding periods in 1993 were as follows: Three Months Six Months Change % Change Change % Change (Millions) (Millions) Gas operating revenues $7.5 25.5 $14.1 14.1 Less: Gas purchased for resale 6.1 32.9 10.2 17.5 Margin $1.4 13.1 $ 3.9 9.3 The increase in the gas sales margin for the three and six months is primarily due to recoveries under the weather normalization adjustment (WNA) as a result of milder weather during the second quarter of 1994 and to increased sales as a result of the transfer of the operations of the former Peoples Natural Gas Company of South Carolina from SCANA Corporation to the Company in January 1994. Other Operating Expenses Increases (decreases) in other operating expenses, including taxes, for the three and six months ended June 30, 1994 compared to the corresponding periods in 1993 are presented in the following table: Three Months Six Months Change % Change Change % Change (Millions) (Millions) Other operation and maintenance $2.5 3.8 $ 6.6 5.1 Depreciation and amortization 1.5 6.0 2.9 5.7 Income taxes 3.2 30.9 11.6 41.2 Other taxes - - (0.1) (0.4) Total $7.2 6.1 $21.0 8.7 Other operation and maintenance expenses for the three and six months ended June 30, 1994 increased primarily due to increases in employee-related expenses, amortization of environmental charges previously deferred and outage-related expenses at the Company's nuclear generating facility. The depreciation and amortization increases for the three and six months reflect additions to plant in service. The increases in income tax expense for the three and six months' comparisons correspond to the increases in income and reflect the 1993 increase in the corporate tax rate from 34% to 35% which was recorded in August 1993 and was retroactive to January 1, 1993. 11 SOUTH CAROLINA ELECTRIC & GAS COMPANY Part II OTHER INFORMATION Item 1. Legal Proceedings For information regarding legal proceedings see Note 2 "Rate Matters" and Note 4 "Commitments and Contingencies" of Notes to Consolidated Financial Statements. Items 2, 3, 4 and 5 are not applicable. Item 6. Exhibits and Reports on Form 8-K A. Exhibits Exhibits filed with this Quarterly Report on Form 10-Q are listed in the following Exhibit Index. Certain of such exhibits which have heretofore been filed with the Securities and Exchange Commission and which are designated by reference to their exhibit numbers in prior filings are hereby incorporated herein by reference and made a part hereof. B. Reports on Form 8-K The Company filed a report on Form 8-K on July 15, 1994 in response to Item 5, "Other Events" regarding the change in identity of an expert referred to in the Prospectus included in Registration No. 33- 49421. 12 SOUTH CAROLINA ELECTRIC & GAS COMPANY SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. SOUTH CAROLINA ELECTRIC & GAS COMPANY (Registrant) August 11, 1994 By: s/Jimmy E. Addison Jimmy E. Addison Vice President and Controller (Principal Accounting Officer) 13