10-Q 1 a11-14101_110q.htm 10-Q

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM 10-Q

 

x           QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended June 30, 2011

 

OR

 

o   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the Transition Period from            to          

 

GRAPHIC

 

Commission

 

Registrant, State of Incorporation,

 

I.R.S. Employer

File Number

 

Address and Telephone Number

 

Identification No.

1-8809

 

SCANA Corporation

 

57-0784499

 

 

(a South Carolina corporation)

 

 

 

 

100 SCANA Parkway, Cayce, South Carolina 29033

 

 

 

 

(803) 217-9000

 

 

 

 

 

 

 

1-3375

 

South Carolina Electric & Gas Company

 

57-0248695

 

 

(a South Carolina corporation)

 

 

 

 

100 SCANA Parkway, Cayce, South Carolina 29033

 

 

 

 

(803) 217-9000

 

 

 

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.

SCANA Corporation Yes x No o  South Carolina Electric & Gas Company Yes x No o

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

SCANA Corporation Yes x No o  South Carolina Electric & Gas Company Yes x No o

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

SCANA Corporation

Large accelerated filer  x

Accelerated filer  o

Non-accelerated filer  o

 

Smaller reporting company  o

 

 

South Carolina Electric & Gas Company

Large accelerated filer  o

Accelerated filer  o

Non-accelerated filer  x

 

Smaller reporting company  o

 

 

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

SCANA Corporation Yes o No x  South Carolina Electric & Gas Company Yes o No x

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

 

 

 

Description of

 

Shares Outstanding

Registrant

 

Common Stock

 

at July 27, 2011

SCANA Corporation

 

Without Par Value

 

129,019,800

 

South Carolina Electric & Gas Company

 

Without Par Value

 

40,296,147

 (a)

 

(a) Held beneficially and of record by SCANA Corporation.

 

This combined Form 10-Q is separately filed by SCANA Corporation and South Carolina Electric & Gas Company.  Information contained herein relating to any individual company is filed by such company on its own behalf.  Each company makes no representation as to information relating to the other company.

 

South Carolina Electric & Gas Company meets the conditions set forth in General Instruction H(1)(a) and (b) of Form 10-Q and therefore is filing this Form with the reduced disclosure format allowed under General Instruction H(2).

 

 

 



 

TABLE OF CONTENTS

 

JUNE 30, 2011

 

 

 

 

Page

 

 

 

 

Cautionary Statement Regarding Forward-Looking Information

3

 

 

 

 

Definitions

 

 

4

 

 

 

 

PART I. FINANCIAL INFORMATION

 

 

 

 

 

SCANA Corporation Financial Section

5

 

Item 1.

Financial Statements

6

 

 

Condensed Consolidated Balance Sheets

6

 

 

Condensed Consolidated Statements of Income

8

 

 

Condensed Consolidated Statements of Cash Flows

9

 

 

Condensed Consolidated Statements of Comprehensive Income

10

 

 

Notes to Condensed Consolidated Financial Statements

11

 

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

26

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

33

 

Item 4.

Controls and Procedures

34

 

 

 

 

South Carolina Electric & Gas Company Financial Section

35

 

Item 1.

Financial Statements

36

 

 

Condensed Consolidated Balance Sheets

36

 

 

Condensed Consolidated Statements of Income

38

 

 

Condensed Consolidated Statements of Cash Flows

39

 

 

Condensed Consolidated Statements of Comprehensive Income

40

 

 

Notes to Condensed Consolidated Financial Statements

41

 

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

54

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

60

 

Item 4.

Controls and Procedures

61

 

 

 

 

PART II. OTHER INFORMATION

62

 

 

 

 

 

Item 6.

Exhibits

62

 

 

 

 

Signatures

63

 

 

Exhibit Index

64

 

2



 

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

 

Statements included in this Quarterly Report on Form 10-Q which are not statements of historical fact are intended to be, and are hereby identified as, “forward-looking statements” for purposes of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.  Forward-looking statements include, but are not limited to, statements concerning key earnings drivers, customer growth, environmental regulations and expenditures, leverage ratio, projections for pension fund contributions, financing activities, access to sources of capital, impacts of the adoption of new accounting rules and estimated construction and other expenditures.  In some cases, forward-looking statements can be identified by terminology such as “may,” “will,” “could,” “should,” “expects,” “forecasts,” “plans,” “anticipates,” “believes,” “estimates,” “projects,” “predicts,” “potential” or “continue” or the negative of these terms or other similar terminology.  Readers are cautioned that any such forward-looking statements are not guarantees of future performance and involve a number of risks and uncertainties, and that actual results could differ materially from those indicated by such forward-looking statements.  Important factors that could cause actual results to differ materially from those indicated by such forward-looking statements include, but are not limited to, the following:

 

(1)

 

the information is of a preliminary nature and may be subject to further and/or continuing review and adjustment;

 

 

 

(2)

 

regulatory actions, particularly changes in rate regulation, regulations governing electric grid reliability, and environmental regulations, and actions affecting the construction of new nuclear units;

 

 

 

(3)

 

current and future litigation;

 

 

 

(4)

 

changes in the economy, especially in areas served by subsidiaries of SCANA;

 

 

 

(5)

 

the impact of competition from other energy suppliers, including competition from alternate fuels in industrial interruptible markets;

 

 

 

(6)

 

growth opportunities for SCANA’s regulated and diversified subsidiaries;

 

 

 

(7)

 

the results of short- and long-term financing efforts, including future prospects for obtaining access to capital markets and other sources of liquidity;

 

 

 

(8)

 

changes in SCANA’s or its subsidiaries’ accounting rules and accounting policies;

 

 

 

(9)

 

the effects of weather, including drought, especially in areas where the generation and transmission facilities of SCANA and its subsidiaries (the Company) are located and in areas served by SCANA’s subsidiaries;

 

 

 

(10)

 

payment by counterparties as and when due;

 

 

 

(11)

 

the results of efforts to license, site, construct and finance facilities for baseload electric generation and transmission;

 

 

 

(12)

 

 maintaining creditworthy joint venture partners for SCE&G’s new nuclear generation project;

 

 

 

(13)

 

the ability of suppliers, both domestic and international, to timely provide the components, parts, tools, equipment and other supplies needed for our construction program, operations and maintenance;

 

 

 

(14)

 

the availability of fuels such as coal, natural gas and enriched uranium used to produce electricity; the availability of purchased power and natural gas for distribution; the level and volatility of future market prices for such fuels and purchased power; and the ability to recover the costs for such fuels and purchased power;

 

 

 

(15)

 

the availability of skilled and experienced human resources to properly manage, operate, and grow the Company’s businesses;

 

 

 

(16)

 

labor disputes;

 

 

 

(17)

 

performance of SCANA’s pension plan assets;

 

 

 

(18)

 

changes in taxes;

 

 

 

(19)

 

inflation or deflation;

 

 

 

(20)

 

compliance with regulations; and

 

 

 

(21)

 

the other risks and uncertainties described from time to time in the periodic reports filed by SCANA or SCE&G with the SEC.

 

SCANA and SCE&G disclaim any obligation to update any forward-looking statements.

 

3



 

DEFINITIONS

 

The following abbreviations used in the text have the meanings set forth below unless the context requires otherwise:

 

TERM

 

MEANING

AFC

 

Allowance for Funds Used During Construction

ARO

 

Asset Retirement Obligation

BLRA

 

Base Load Review Act

CAIR

 

Clean Air Interstate Rule

CAMR

 

Clean Air Mercury Rule

CEO

 

Chief Executive Officer

CFO

 

Chief Financial Officer

CGT

 

Carolina Gas Transmission Corporation

COL

 

Combined Construction and Operating License

Company

 

SCANA, together with its consolidated subsidiaries

Consolidated SCE&G

 

SCE&G and its consolidated affiliates

CUT

 

Customer Usage Tracker

DHEC

 

South Carolina Department of Health and Environmental Control

DSM Programs

 

Demand reduction and energy efficiency programs

DT

 

Dekatherms

Duke

 

Duke Energy Carolinas

Energy Marketing

 

The divisions of SEMI, excluding SCANA Energy

EPA

 

United States Environmental Protection Agency

eWNA

 

Pilot Electric WNA

FEIS

 

Final Environmental Impact Statement

FERC

 

United States Federal Energy Regulatory Commission

FMPA

 

Florida Municipal Power Agency

Fuel Company

 

South Carolina Fuel Company, Inc.

GENCO

 

South Carolina Generating Company, Inc.

GWh

 

Gigawatt hour

LLC

 

Limited Liability Company

LOC

 

Lines of credit

MGP

 

Manufactured Gas Plant

NASDAQ

 

The NASDAQ Stock Market, Inc.

NCUC

 

North Carolina Utilities Commission

New Units

 

Nuclear Units 2 and 3 to be constructed at Summer Station

NRC

 

United States Nuclear Regulatory Commission

NYMEX

 

New York Mercantile Exchange

OATT

 

Open Access Transmission Tariff

OCI

 

Other Comprehensive Income

ORS

 

South Carolina Office of Regulatory Staff

OUC

 

Orlando Utilities Commission

PGA

 

Purchased Gas Adjustment

PRP

 

Potentially Responsible Party

PSNC Energy

 

Public Service Company of North Carolina, Incorporated

Retail Gas Marketing

 

SCANA Energy

RSA

 

Natural Gas Rate Stabilization Act

Santee Cooper

 

South Carolina Public Service Authority

SCANA

 

SCANA Corporation, the parent company

SCANA Energy

 

A division of SEMI which markets natural gas in Georgia

SCE&G

 

South Carolina Electric & Gas Company

SCEUC

 

South Carolina Energy Users Committee

SCPSC

 

Public Service Commission of South Carolina

SCR

 

Selective Catalytic Reactor

SEC

 

United States Securities and Exchange Commission

SEMI

 

SCANA Energy Marketing, Inc.

Summer Station

 

V. C. Summer Nuclear Station

USACE

 

United States Army Corps of Engineers

VIE

 

Variable Interest Entity

Westinghouse

 

Westinghouse Electric Company LLC

WNA

 

Weather Normalization Adjustment

 

4



 

SCANA CORPORATION

FINANCIAL SECTION

 

5


 


 

PART I.  FINANCIAL INFORMATION

 

ITEM 1.  FINANCIAL STATEMENTS

 

SCANA CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

 

 

 

June 30,

 

December 31,

 

Millions of dollars

 

2011

 

2010

 

Assets

 

 

 

 

 

 

 

 

 

 

 

Utility Plant In Service

 

$

11,901

 

$

11,714

 

Accumulated Depreciation and Amortization

 

(3,599

)

(3,495

)

Construction Work in Progress

 

1,284

 

1,081

 

Nuclear Fuel, Net of Accumulated Amortization

 

133

 

132

 

Goodwill, net of accumulated amortization and writedown of $276

 

230

 

230

 

Utility Plant, Net

 

9,949

 

9,662

 

 

 

 

 

 

 

Nonutility Property and Investments:

 

 

 

 

 

Nonutility property, net of accumulated depreciation of $127 and $118

 

302

 

299

 

Assets held in trust, net-nuclear decommissioning

 

80

 

76

 

Other investments

 

87

 

78

 

Nonutility Property and Investments, Net

 

469

 

453

 

 

 

 

 

 

 

Current Assets:

 

 

 

 

 

Cash and cash equivalents

 

166

 

55

 

Receivables, net of allowance for uncollectible accounts of $6 and $9

 

627

 

837

 

Inventories (at average cost):

 

 

 

 

 

Fuel and gas supply

 

284

 

316

 

Materials and supplies

 

128

 

125

 

Emission allowances

 

4

 

6

 

Prepayments and other

 

207

 

271

 

Deferred income taxes

 

19

 

21

 

Total Current Assets

 

1,435

 

1,631

 

 

 

 

 

 

 

Deferred Debits and Other Assets:

 

 

 

 

 

Regulatory assets

 

1,128

 

1,061

 

Other

 

163

 

161

 

Total Deferred Debits and Other Assets

 

1,291

 

1,222

 

Total

 

$

13,144

 

$

12,968

 

 

6



 

 

 

June 30,

 

December 31,

 

Millions of dollars

 

2011

 

2010

 

Capitalization and Liabilities

 

 

 

 

 

 

 

 

 

 

 

Common Equity

 

$

3,805

 

$

3,702

 

Long-Term Debt, net

 

4,379

 

4,152

 

Total Capitalization

 

8,184

 

7,854

 

 

 

 

 

 

 

Current Liabilities:

 

 

 

 

 

Short-term borrowings

 

546

 

420

 

Current portion of long-term debt

 

286

 

337

 

Accounts payable

 

379

 

526

 

Customer deposits and customer prepayments

 

96

 

100

 

Taxes accrued

 

83

 

146

 

Interest accrued

 

74

 

72

 

Dividends declared

 

63

 

61

 

Derivative financial instruments

 

20

 

65

 

Other

 

106

 

140

 

Total Current Liabilities

 

1,653

 

1,867

 

 

 

 

 

 

 

Deferred Credits and Other Liabilities:

 

 

 

 

 

Deferred income taxes, net

 

1,429

 

1,391

 

Deferred investment tax credits

 

43

 

56

 

Asset retirement obligations

 

510

 

497

 

Other postretirement benefits

 

205

 

202

 

Regulatory liabilities

 

931

 

913

 

Other

 

189

 

188

 

Total Deferred Credits and Other Liabilities

 

3,307

 

3,247

 

 

 

 

 

 

 

Commitments and Contingencies (Note 9)

 

-

 

-

 

Total

 

$

13,144

 

$

12,968

 

 

See Notes to Condensed Consolidated Financial Statements.

 

7



 

SCANA CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

 

 

 

Three Months Ended 
June 30,

 

Six Months Ended 
June 30,

 

Millions of dollars, except per share amounts

 

2011

 

2010

 

2011

 

2010

 

Operating Revenues:

 

 

 

 

 

 

 

 

 

Electric

 

$

616

 

$

575

 

$

1,174

 

$

1,115

 

Gas - regulated

 

135

 

137

 

497

 

567

 

Gas - nonregulated

 

249

 

227

 

610

 

685

 

Total Operating Revenues

 

1,000

 

939

 

2,281

 

2,367

 

 

 

 

 

 

 

 

 

 

 

Operating Expenses:

 

 

 

 

 

 

 

 

 

Fuel used in electric generation

 

251

 

222

 

462

 

456

 

Purchased power

 

8

 

3

 

10

 

5

 

Gas purchased for resale

 

297

 

277

 

810

 

936

 

Other operation and maintenance

 

165

 

167

 

334

 

339

 

Depreciation and amortization

 

86

 

83

 

172

 

166

 

Other taxes

 

51

 

50

 

103

 

98

 

Total Operating Expenses

 

858

 

802

 

1,891

 

2,000

 

 

 

 

 

 

 

 

 

 

 

Operating Income

 

142

 

137

 

390

 

367

 

 

 

 

 

 

 

 

 

 

 

Other Income (Expense):

 

 

 

 

 

 

 

 

 

Other income

 

11

 

14

 

24

 

27

 

Other expenses

 

(9

)

(9

)

(19

)

(19

)

Interest charges, net of allowance for borrowed funds used during construction of $3, $3, $5 and $5

 

(70

)

(66

)

(139

)

(131

)

Allowance for equity funds used during construction

 

5

 

7

 

8

 

10

 

Total Other Expense

 

(63

)

(54

)

(126

)

(113

)

 

 

 

 

 

 

 

 

 

 

Income Before Income Tax Expense

 

79

 

83

 

264

 

254

 

Income Tax Expense

 

23

 

29

 

80

 

74

 

Income Available to Common Shareholders of SCANA

 

$

56

 

$

54

 

$

184

 

$

180

 

 

 

 

 

 

 

 

 

 

 

Per Common Share Data

 

 

 

 

 

 

 

 

 

Basic Earnings Per Share of Common Stock

 

$

.44

 

$

.43

 

$

1.44

 

$

1.45

 

Diluted Earnings Per Share of Common Stock

 

$

.43

 

$

.43

 

$

1.42

 

$

1.45

 

Weighted Average Common Shares Outstanding (millions)

 

 

 

 

 

 

 

 

 

Basic

 

128.5

 

125.2

 

128.2

 

124.5

 

Diluted

 

129.7

 

125.4

 

129.4

 

124.6

 

Dividends Declared Per Share of Common Stock

 

$

.485

 

$

.475

 

$

.97

 

$

.95

 

 

See Notes to Condensed Consolidated Financial Statements.

 

8



 

SCANA CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

 

 

Six Months Ended

 

 

 

June 30,

 

Millions of dollars

 

2011

 

2010

 

Cash Flows From Operating Activities:

 

 

 

 

 

Net income

 

$

184

 

$

180

 

Adjustments to reconcile net income to net cash provided from operating activities:

 

 

 

 

 

Earnings from equity method investments, net of distributions

 

1

 

(1

)

Deferred income taxes, net

 

45

 

116

 

Depreciation and amortization

 

173

 

174

 

Amortization of nuclear fuel

 

14

 

18

 

Allowance for equity funds used during construction

 

(8

)

(10

)

Carrying cost recovery

 

-

 

(3

)

Cash provided (used) by changes in certain assets and liabilities:

 

 

 

 

 

Receivables

 

210

 

100

 

Inventories

 

8

 

30

 

Prepayments and other

 

57

 

(19

)

Regulatory liabilities

 

(6

)

(3

)

Accounts payable

 

(93

)

(53

)

Taxes accrued

 

(63

)

(134

)

Interest accrued

 

2

 

1

 

Regulatory assets

 

(28

)

(90

)

Changes in other assets

 

(12

)

(8

)

Changes in other liabilities

 

(59

)

62

 

Net Cash Provided From Operating Activities

 

425

 

360

 

Cash Flows From Investing Activities:

 

 

 

 

 

Utility property additions and construction expenditures

 

(466

)

(432

)

Proceeds from investments

 

10

 

8

 

Nonutility property additions

 

(11

)

(15

)

Purchase of investments

 

(13

)

(22

)

Settlements of interest rate contracts

 

(61

)

-

 

Net Cash Used For Investing Activities

 

(541

)

(461

)

Cash Flows From Financing Activities:

 

 

 

 

 

Proceeds from issuance of common stock

 

50

 

106

 

Proceeds from issuance of long-term debt

 

796

 

203

 

Repayment of long-term debt

 

(623

)

(67

)

Dividends

 

(122

)

(117

)

Short-term borrowings, net

 

126

 

(104

)

Net Cash Provided From Financing Activities

 

227

 

21

 

Net Increase (Decrease) In Cash and Cash Equivalents

 

111

 

(80

)

Cash and Cash Equivalents, January 1

 

55

 

162

 

Cash and Cash Equivalents, June 30

 

$

166

 

$

82

 

 

 

 

 

 

 

Supplemental Cash Flow Information:

 

 

 

 

 

Cash paid for - Interest (net of capitalized interest of $5 and $5)

 

$

134

 

$

132

 

- Income taxes

 

-

 

55

 

 

 

 

 

 

 

Noncash Investing and Financing Activities:

 

 

 

 

 

Accrued construction expenditures

 

125

 

95

 

Capital leases

 

2

 

6

 

 

See Notes to Condensed Consolidated Financial Statements.

 

9



 

SCANA CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

 

 

 

Three Months Ended

 

Six Months Ended

 

 

 

June 30,

 

June 30,

 

Millions of dollars

 

2011

 

2010

 

2011

 

2010

 

Net Income

 

$

56

 

$

54

 

$

184

 

$

180

 

Other Comprehensive Income (Loss), net of tax:

 

 

 

 

 

 

 

 

 

 

 

 

 

Unrealized holding gains (losses) arising during period, net

 

 

(15

)

 

(29

)

 

(13

)

 

(40

)

    Reclassified to net income:

 

 

 

 

 

 

 

 

 

 

 

 

 

  Losses on cash flow hedging activities

 

 

1

 

 

4

 

 

6

 

 

9

 

  Amortization of deferred employee benefit plan costs, net of taxes

 

 

-

 

 

-

 

 

-

 

 

1

 

Comprehensive income attributable to SCANA Corporation (1)

 

$

42

 

$

29

 

$

177

 

$

150

 

 

(1)  Accumulated other comprehensive loss totaled $53.2 million as of June 30, 2011 and $46.6 million as of
December 31, 2010.

 

See Notes to Condensed Consolidated Financial Statements.

 

10


 


 

SCANA CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2011

(Unaudited)

 

The following notes should be read in conjunction with the Notes to Consolidated Financial Statements appearing in SCANA’s Annual Report on Form 10-K for the year ended December 31, 2010. These are interim financial statements and, due to the seasonality of the Company’s business and matters that may occur during the rest of the year, the amounts reported in the Condensed Consolidated Statements of Income are not necessarily indicative of amounts expected for the full 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

 

Use of Estimates

 

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

Earnings Per Share

 

The Company computes basic earnings per share by dividing income available to common shareholders by the weighted average number of common shares outstanding for the period.  The Company computes diluted earnings per share using this same formula after giving effect to securities considered to be dilutive potential common stock utilizing the treasury stock method.  The Company has issued no securities that would have an antidilutive effect on earnings per share.

 

A reconciliation of the weighted average number of common shares for year to date June 30 for basic and dilutive purposes is as follows:

 

 

 

Quarterly

 

Year to Date

 

In Millions

 

2011

 

2010

 

2011

 

2010

 

Weighted Average Shares Outstanding  - Basic

 

128.5

 

125.2

 

128.2

 

124.5

 

Net effect of dilutive stock-based compensation
plans and equity forward contracts 

 

1.2

 

0.2

 

1.2

 

0.1

 

Weighted Average Shares - Diluted

 

129.7

 

125.4

 

129.4

 

124.6

 

 

Asset Management and Supply Service Agreements

 

PSNC Energy utilizes asset management and supply service agreements with counterparties for certain natural gas storage facilities.  At June 30, 2011, such counterparties held 47% of PSNC Energy’s natural gas inventory, with a carrying value of $18.5 million, through either capacity release or agency relationships.  Under the terms of the asset management agreements, PSNC Energy receives storage asset management fees.  No fees are received under supply service agreements.  The agreements expire at various times through March 31, 2013.

 

New Accounting Matter

 

Effective for the first quarter of 2012, the Company will adopt accounting guidance that revises how comprehensive income is presented in its financial statements.  The Company does not expect the adoption of this guidance to impact results of operations, cash flows or financial position.

 

11



 

2.                                       RATE AND OTHER REGULATORY MATTERS

 

Rate Matters

 

Electric

 

SCE&G’s retail electric rates are established in part by using a cost of fuel component approved by the SCPSC which may be adjusted periodically to reflect changes in the price of fuel purchased by SCE&G.  Effective with the first billing cycle of May 2010, the SCPSC approved a settlement agreement authorizing SCE&G to decrease the fuel cost portion of its electric rates.  The settlement agreement incorporated SCE&G’s proposal to accelerate the recognition of $17.4 million of previously deferred state income tax credits and record an offsetting reduction to the recovery of fuel costs.  In addition, SCE&G agreed to defer recovery of its actual undercollected base fuel costs as of April 30, 2010 until May 2011.  SCE&G is allowed to charge and accrue carrying costs monthly on the actual base fuel costs undercollected balance as of the end of each month during this deferral period.  In February 2011, SCE&G requested authorization to increase the cost of fuel component of its retail electric rates to be effective with the first billing cycle of May 2011.  On March 17, 2011, SCE&G, ORS and SCEUC entered into a settlement agreement in which SCE&G agreed to recover its actual base fuel under-collected balance as of April 30, 2011 over a two year period commencing with the first billing cycle of May 2011.  The settlement agreement also provided that SCE&G would be allowed to charge and accrue carrying costs monthly on the deferred balance.  By order dated April 26, 2011, the SCPSC approved the settlement agreement and authorized SCE&G to adjust the cost of fuel component of its retail electric rates effective with the first billing cycle of May 2011.

 

On July 15, 2010, the SCPSC issued an order approving a 4.88% overall increase in SCE&G’s retail electric base rates and authorized an allowed return on common equity of 10.7%. The SCPSC’s order adopted various stipulations among SCE&G, the ORS and other intervening parties. Among other things, the SCPSC’s order (1) included implementation of an eWNA for SCE&G’s electric customers, which began in August 2010, (2) provided for a $25 million credit, over one year, to SCE&G’s customers to be offset by amortization of weather-related revenues which were deferred in the first quarter of 2010 pursuant to a stipulation between SCE&G and the ORS, (3) provided for a $48.7 million credit to SCE&G’s customers over two years to be offset by accelerated recognition of previously deferred state income tax credits and (4) provided for the recovery of certain federally-mandated capital expenditures that had been included in utility plant but were not being depreciated.

 

On July 15, 2010, the SCPSC issued an order approving the implementation by SCE&G of certain DSM Programs, including the establishment of an annual rider to allow recovery of the costs and lost net margin revenue associated with DSM Programs, along with an incentive for investing in such programs. The SCPSC’s order approved various settlement agreements among SCE&G, the ORS and other intervening parties. On July 27, 2010, SCE&G filed the rate rider tariff sheet for DSM Programs with the SCPSC. The tariff rider was applied to bills rendered on or after October 30, 2010. The order requires that SCE&G submit annual filings to the SCPSC regarding the DSM Programs, net lost revenues, program costs, incentive and net program benefits.  In January 2011, SCE&G submitted to the SCPSC its annual update on DSM Programs.  Included in the filing was a petition to update the rate rider to provide for the recovery of costs, lost net margin revenue, and the approved shared savings incentive for investing in such DSM Programs.  By order dated May 24, 2011, the SCPSC approved the updated rate rider and authorized SCE&G to increase its rates for DSM Programs as set forth in its petition.

 

In December 2009, SCE&G submitted to the FERC revised tariff sheets to change the network and point to point transmission rates under SCE&G’s OATT. This initial request, if approved, would result in an annual revenue increase of approximately $5.6 million. On February 26, 2010, the FERC accepted SCE&G’s initial filing and set the filing for hearing and settlement procedures.  In compliance with the OATT, on March 1, 2010 pursuant to an order issued by the FERC, SCE&G implemented, subject to refund, the proposed tariff sheets.   On May 12, 2011, SCE&G filed a motion to implement interim rates pending FERC action on a full settlement agreement, which the Chief Administrative Law Judge granted on May 13, 2011. On the same day, SCE&G filed a full settlement agreement.  As required by SCE&G’s protocols, on May 16, 2011, SCE&G submitted to the FERC as an informational filing its recalculated Annual Transmission Revenue Requirement or “Annual Update” which conforms to the settlement agreement, effective for the period June 1, 2011 through May 31, 2012.  The settlement agreement was certified as an uncontested settlement on June 30, 2011 and is pending final consideration by FERC.

 

12



 

Electric – BLRA

 

In January 2010, the SCPSC approved SCE&G’s request for an order pursuant to the BLRA to approve an updated construction and capital cost schedule for the construction of two new nuclear generating units at Summer Station.  The updated schedule provides details of the construction and capital cost schedule beyond what was proposed and included in the original BLRA filing described below.  The revised schedule does not change the previously announced completion date for the New Units or the originally announced cost.

 

In February 2009, the SCPSC approved SCE&G’s combined application pursuant to the BLRA seeking a certificate of environmental compatibility and public convenience and necessity and for a base load review order relating to the proposed construction and operation by SCE&G and Santee Cooper of the New Units at Summer Station.  Under the BLRA, the SCPSC conducted a full pre-construction prudency review of the proposed units and the engineering, procurement, and construction contract under which they are being built.  The SCPSC prudency finding is binding on all future related rate proceedings so long as the construction proceeds in accordance with schedules, estimates and projections, including contingencies, as approved by the SCPSC.

 

In May 2009, two intervenors filed separate appeals of the order with the South Carolina Supreme Court. With regard to the first appeal, which challenged the SCPSC’s prudency finding, the South Carolina Supreme Court issued an opinion on April 26, 2010, affirming the decision of the SCPSC. As for the second appeal, the South Carolina Supreme Court reversed the SCPSC’s decision to allow SCE&G to include a pre-approved cost contingency fund and associated inflation (contingency reserve) as part of its anticipated capital costs allowed under the BLRA. SCE&G’s share of the project, as originally approved by the SCPSC, is $4.5 billion in 2007 dollars. Approximately $438 million represented contingency costs associated with the project. Without the pre-approved contingency reserve, SCE&G must seek SCPSC approval for the recovery of any additional capital costs. The Court’s ruling, however, does not affect the project schedule or disturb the SCPSC’s issuance of a certificate of environmental compatibility and public convenience and necessity, which is required to construct the New Units. On November 15, 2010, SCE&G filed a petition with the SCPSC seeking an order approving an updated capital cost schedule that reflects the removal of the contingency reserve and incorporates presently identifiable capital costs of $173.9 million, and by order dated May 16, 2011, the SCPSC approved the updated capital costs schedule as  outlined in the petition.

 

Under the BLRA, SCE&G is allowed to file revised rates with the SCPSC each year to incorporate the financing cost of any incremental construction work in progress incurred for new nuclear generation. Requested rate adjustments are based on SCE&G’s updated cost of debt and capital structure and on an allowed return on common equity of 11%. In September 2009, the SCPSC approved SCE&G’s annual revised rate request under the BLRA which constituted a $22.5 million or 1.1% increase to retail electric rates. In October 2010, the SCPSC approved an increase of $47.3 million or 2.3%, under the BLRA for the annual revised rates adjustment filing. The new retail electric rates were effective for bills rendered on and after October 30, 2010.  On May 27, 2011, SCE&G filed with the SCPSC its annual request for revised rates under the BLRA seeking authorization to revise its retail electric rates so as to recover the costs of capital associated with the construction of the new nuclear units during the 12 months ended June 30, 2011.  If approved, SCE&G expects this request will constitute a $58.5 million or 2.7% increase to retail electric rates effective for bills rendered on or after October 30, 2011.

 

Gas

 

SCE&G

 

The RSA is designed to reduce the volatility of costs charged to customers by allowing for more timely recovery of the costs that regulated utilities incur related to natural gas infrastructure.  On October 15, 2010, pursuant to the annual RSA filing, the SCPSC approved a decrease in retail natural gas rates of $10.4 million or approximately 2.1%.  The rate adjustment was effective with the first billing cycle of November 2010.  On June 15, 2011, SCE&G filed an application with the SCPSC requesting an increase in retail natural gas rates of $8.64 million or 2.14% under the terms of the RSA.  If approved, the new rates would become effective with the first billing cycle of November 2011.

 

SCE&G’s natural gas tariffs include a PGA that provides for the recovery of actual gas costs incurred including costs related to hedging natural gas purchasing activities. SCE&G’s gas rates are calculated using a methodology which adjusts the cost of gas monthly based on a 12-month rolling average. The annual PGA hearing to review SCE&G’s gas purchasing policies and procedures was conducted in November 2010, before the SCPSC. The SCPSC issued an order in December 2010 finding that SCE&G’s gas purchasing policies and practices during the review period of August 1, 2009, through July 31, 2010, were reasonable and prudent.  The next annual PGA hearing before the SCPSC has been scheduled for November 10, 2011.

 

13



 

In February 2011, the ORS submitted a request to the SCPSC to suspend SCE&G’s natural gas hedging program.  SCE&G responded in March 2011 indicating no objection to the ORS’s request.  The SCPSC issued an order directing staff to schedule an Oral Argument Information Briefing regarding this matter, which was held in April 2011.  In May 2011, the SCPSC directed its staff to schedule a hearing so that the SCPSC could receive testimony from electric and gas utilities concerning the market for natural gas and the need for natural gas hedging.  In June 2011, the ORS withdrew its petition requesting that the SCPSC suspend SCE&G’s natural gas hedging program.

 

PSNC Energy

 

PSNC Energy is subject to a Rider D rate mechanism which allows it to recover from customers all prudently incurred gas costs and certain uncollectible expenses related to gas cost.  The Rider D rate mechanism also allows PSNC Energy to recover, in any manner authorized by the NCUC, losses on negotiated gas and transportation sales.

 

PSNC Energy’s rates are established using a benchmark cost of gas approved by the NCUC, which may be modified periodically to reflect changes in the market price of natural gas. PSNC Energy revises its tariffs with the NCUC as necessary to track these changes and defers any over- or under-collections of the delivered cost of gas for subsequent rate consideration. The NCUC reviews PSNC Energy’s gas purchasing practices annually. In addition, PSNC Energy utilizes a CUT which allows it to adjust its base rates semi-annually for residential and commercial customers based on average per customer consumption.

 

In October 2010, in connection with PSNC Energy’s 2010 Annual Prudence Review, the NCUC determined that PSNC Energy’s gas costs, including all hedging transactions, were reasonable and prudently incurred during the 12 months ended March 31, 2010.

 

CGT

 

On April 29, 2011 CGT filed for a rate increase with the FERC.  The filing was in the form of a settlement agreement negotiated by CGT and its customers.  On July 5, 2011 the FERC approved the settlement agreement with minimal changes. The order approved the new rates to be effective November 1, 2011, as requested.

 

Regulatory Assets and Regulatory Liabilities

 

The Company’s cost-based, rate-regulated utilities recognize in their financial statements certain revenues and expenses in different time periods than do enterprises that are not rate-regulated.  As a result, the Company has recorded regulatory assets and liabilities which are summarized in the following tables.  Substantially all of our regulatory assets are either explicitly excluded from rate base or are effectively excluded from rate base due to their being offset by related liabilities.

 

 

 

June 30,

 

December 31,

 

Millions of dollars

 

2011

 

2010

 

Regulatory Assets:

 

 

 

 

 

Accumulated deferred income taxes

 

$

 210

 

$

 210

 

Under-collections - electric fuel adjustment clause

 

59

 

25

 

Environmental remediation costs

 

31

 

32

 

AROs and related funding

 

310

 

298

 

Franchise agreements

 

42

 

45

 

Deferred employee benefit plan costs

 

321

 

326

 

Planned major maintenance

 

19

 

6

 

Deferred losses on interest rate derivatives

 

90

 

83

 

Other

 

46

 

36

 

Total Regulatory Assets

 

$

 1,128

 

$

 1,061

 

 

 

 

 

 

 

Regulatory Liabilities:

 

 

 

 

 

Accumulated deferred income taxes

 

$

 25

 

$

 26

 

Asset removal costs

 

804

 

780

 

Storm damage reserve

 

36

 

38

 

Monetization of bankruptcy claim

 

36

 

37

 

Deferred gains on interest rate derivatives

 

25

 

26

 

Other

 

5

 

6

 

Total Regulatory Liabilities

 

$

 931

 

$

 913

 

 

14



 

Accumulated deferred income tax liabilities arising from utility operations that have not been included in customer rates are recorded as a regulatory asset.  Substantially all of these regulatory assets are expected to be recovered over the remaining lives of the related property which may range up to approximately 70 years.  Similarly, accumulated deferred income tax assets arising from deferred investment tax credits are recorded as a regulatory liability.

 

Under-collections - electric fuel adjustment clause represent amounts due from customers pursuant to the fuel adjustment clause as approved by the SCPSC during annual hearings which are expected to be recovered in retail electric rates in future periods.  These amounts are expected to be recovered in retail electric rates during the period July 2012 through April 2013.  SCE&G is allowed to accrue interest on the base fuel deferred balances through the recovery period.

 

Environmental remediation costs represent costs associated with the assessment and clean-up of MGP sites currently or formerly owned by the Company.  These regulatory assets are expected to be recovered over periods of up to approximately 18 years.

 

ARO and related funding represents the regulatory asset associated with the legal obligation to decommission and dismantle Summer Station and conditional AROs.  These regulatory assets are expected to be recovered over the related property lives and periods of decommissioning which may range up to approximately 95 years.

 

Franchise agreements represent costs associated with electric and gas franchise agreements with the cities of Charleston and Columbia, South Carolina.  Based on an SCPSC order, SCE&G began amortizing these amounts through cost of service rates in February 2003 over approximately 20 years.

 

Employee benefit plan costs of the regulated utilities have historically been recovered as they have been recorded under generally accepted accounting principles. Deferred employee benefit plan costs represent amounts of pension and other postretirement benefit costs which were accrued as liabilities and treated as regulatory assets pursuant to FERC guidance, and costs deferred pursuant to specific SCPSC regulatory orders.  A significant majority of these deferred costs are expected to be recovered through utility rates over average service periods of participating employees, or up to approximately 14 years, although recovery periods could become longer at the direction of the SCPSC.

 

Planned major maintenance related to certain fossil hydro turbine/generation equipment and nuclear refueling outages is accrued in periods other than when incurred, as approved pursuant to specific SCPSC orders.  SCE&G collected $8.5 million annually through July 15, 2010, through electric rates, to offset turbine maintenance expenditures.  After July 15, 2010, SCE&G began collecting $18.4 million annually for this purpose.  Nuclear refueling charges are accrued during each 18-month refueling outage cycle as a component of cost of service.

 

Deferred losses or gains on interest rate derivatives represent the effective portions of changes in fair value and payments made or received upon termination of certain interest rate derivatives designated as cash flow hedges.  These amounts are expected to be amortized to interest expense over the lives of the underlying debt, up to approximately 30 years.

 

Various other regulatory assets are expected to be recovered in rates over periods of up to approximately 30 years.

 

Asset removal costs represent estimated net collections through depreciation rates of amounts to be incurred for the removal of assets in the future.

 

The storm damage reserve represents an SCPSC-approved collection through SCE&G electric rates, capped at $100 million, which can be applied to offset incremental storm damage costs in excess of $2.5 million in a calendar year, certain transmission and distribution insurance premiums and certain tree trimming and vegetation management expenditures in excess of amounts included in base rates.  During the six months ended June 30, 2011 and 2010, SCE&G applied costs of $1.8 million and $1.5 million, respectively, to the reserve.  Pursuant to the SCPSC’s July 2010 retail electric rate order approving an electric rate increase, SCE&G suspended collection of storm damage reserve funds indefinitely, pending future SCPSC action.

 

The monetization of bankruptcy claim represents proceeds from the sale of a bankruptcy claim which are expected to be amortized into operating revenue through February 2024.

 

15



 

The SCPSC, the NCUC or the FERC have reviewed and approved through specific orders most of the items shown as regulatory assets.   In recording these costs as regulatory assets, management believes the costs will be allowable under existing rate-making concepts that are embodied in rate orders received by the Company.  In the future, as a result of deregulation or other changes in the regulatory environment or changes in accounting requirements, the Company could be required to write off its regulatory assets and liabilities.  Such an event could have a material adverse effect on the Company’s results of operations, liquidity or financial position in the period the write-off would be recorded.

 

3.             COMMON EQUITY

 

SCANA issued common stock valued at $50.1 million (at time of issue) during the six months ended June 30, 2011 through various compensation and dividend reinvestment plans (including the Stock Purchase Savings Plan), including the exercise of approximately 19,600 stock options during the period.  In addition, in May 2010 SCANA entered into forward sale contracts for approximately 6.6 million common shares to be settled no later than February 29, 2012.  There have been no shares issued under the forward sales contracts.

 

Authorized shares of common stock were 200 million as of June 30, 2011 and 150 million as of December 31, 2010.

 

4.             LONG-TERM DEBT AND LIQUIDITY

 

Long-term Debt

 

In May 2011, SCE&G issued $100 million of 5.45% first mortgage bonds maturing on February 1, 2041, which constituted a reopening of $250 million of its 5.45% first mortgage bonds issued in January 2011.  Proceeds from these sales were used to retire $150 million of SCE&G first mortgage bonds due February 1, 2011, to repay short-term debt primarily incurred as a result of SCE&G’s construction program, to finance capital expenditures, and for general corporate purposes.

 

In February 2011, PSNC Energy issued $150 million of 4.59% unsecured senior notes due February 14, 2021. Proceeds from these notes were used to retire $150 million of medium term notes due February 15, 2011.

 

In May 2011, SCANA issued $300 million of its 4.75% medium term notes due May 15, 2021.  Proceeds from the sale of these notes were used by SCANA to pay at maturity $300 million of its 6.875% medium term notes.

 

Substantially all of SCE&G’s and GENCO’s electric utility plant is pledged as collateral in connection with long-term debt. The Company is in compliance with all debt covenants.

 

Liquidity

 

SCANA, SCE&G (including Fuel Company) and PSNC Energy had available the following committed LOC, and had outstanding the following LOC advances, commercial paper, and LOC-supported letter of credit obligations:

 

 

 

 

SCANA

 

 

SCE&G 

 

 

PSNC Energy 

 

 

 

 

  June 30,

 

 

December 31,

 

 

June 30,

 

 

December 31,

 

 

June 30,

 

 

December 31,

 

Millions of dollars

 

 

  2011

 

 

2010

 

 

2011

 

 

2010

 

 

2011

 

 

2010

 

Lines of credit:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Committed long-term

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

$

300

 

 

$

300

 

 

$

1,100

 

 

$

1,100

 

 

$

100

 

 

$

100

 

LOC advances

 

 

-

 

 

-

 

 

-

 

 

-

 

 

-

 

 

-

 

Weighted average interest rate

 

 

-

 

 

-

 

 

-

 

 

-

 

 

-

 

 

-

 

Outstanding commercial paper
(270 or fewer days)

 

$

71

 

 

$

39

 

 

$

475

 

 

$

381

 

 

-

 

 

-

 

Weighted average interest rate

 

 

.35

%

 

.35

%

 

.35

%

 

.42

%

 

-

 

 

-

 

Letters of credit supported by LOC

 

$

3

 

 

$

3

 

 

$

.3

 

 

$

.3

 

 

-

 

 

-

 

Available

 

$

226

 

 

$

258

 

 

$

625

 

 

$

719

 

 

$

100

 

 

$

100

 

 

SCANA, SCE&G (including Fuel Company) and PSNC Energy are parties to five-year credit agreements in the amounts of $300 million, $1.1 billion, of which $400 million relates to Fuel Company, and $100 million, respectively, which expire October 23, 2015.  These credit agreements are used for general corporate purposes, including liquidity support for each company’s commercial paper program and working capital needs and, in the case of Fuel Company, to finance or refinance the purchase of nuclear fuel, fossil fuel, and emission and other environmental allowances.  These committed long-term facilities are revolving lines of credit under credit agreements with a syndicate of banks. Wells Fargo Bank, National Association, Bank of America, N. A. and Morgan Stanley Bank, N.A. each provide 10% of the aggregate $1.5 billion credit

 

16



 

facilities, Branch Banking and Trust Company, Credit Suisse AG, Cayman Islands Branch, JPMorgan Chase Bank, N.A., Mizuho Corporate Bank, Ltd., TD Bank N.A. and UBS Loan Finance LLC each provide 8%, and Deutsche Bank AG New York Branch, Union Bank, N.A. and U.S. Bank National Association each provide 5.3%.  Three other banks provide the remaining 6%. These bank credit facilities support the issuance of commercial paper by SCANA, SCE&G (including Fuel Company) and PSNC Energy. When the commercial paper markets are dislocated (due to either price or availability constraints), the credit facilities are available to support the borrowing needs of SCANA, SCE&G (including Fuel Company) and PSNC Energy.

 

The Company is obligated with respect to an aggregate of $68.3 million of industrial revenue bonds which are secured by letters of credit issued by Branch Banking and Trust Company.  These letters of credit expire, subject to renewal, in the fourth quarter of 2011.

 

5.             INCOME TAXES

 

In connection with the change in method of accounting for certain repair costs in 2010, the Company identified approximately $36 million of unrecognized tax benefit.  Because this method change is primarily a temporary difference, this additional benefit, if recognized, would not have a significant effect on the effective tax rate.  Within the next 12 months, it is reasonably possible that this unrecognized tax benefit could increase by as much as $12 million or decrease by as much as $36 million.  The events that could cause these changes are direct settlements with taxing authorities, legal or administrative guidance by relevant taxing authorities, or the lapse of an applicable statute of limitation.  No other material changes in the status of the Company’s tax positions have occurred through June 30, 2011.

 

The Company recognizes interest accrued related to unrecognized tax benefits within interest expense and recognizes tax penalties within other expenses.  The Company has accrued $0.8 million of interest expense through June 2011.

 

6.             DERIVATIVE FINANCIAL INSTRUMENTS

 

The Company recognizes all derivative instruments as either assets or liabilities in the statement of financial position and measures those instruments at fair value.  The Company recognizes changes in the fair value of derivative instruments either in earnings, as a component of other comprehensive income (loss) or, for regulated subsidiaries, within regulatory assets or regulatory liabilities, depending upon the intended use of the derivative and the resulting designation.  The fair value of derivative instruments is determined by reference to quoted market prices of listed contracts, published quotations or, for interest rate swaps, discounted cash flow models with independently sourced data.

 

Policies and procedures and risk limits are established to control the level of market, credit, liquidity and operational and administrative risks assumed by the Company.  SCANA’s Board of Directors has delegated to a Risk Management Committee the authority to set risk limits, establish policies and procedures for risk management and measurement, and oversee and review the risk management process and infrastructure for SCANA and each of its subsidiaries.  The Risk Management Committee, which is comprised of certain officers, including the Company’s Risk Management Officer and senior officers, apprises the Board of Directors with regard to the management of risk and brings to the Board’s attention any areas of concern. Written policies define the physical and financial transactions that are approved, as well as the authorization requirements and limits for transactions.

 

Commodity Derivatives

 

The Company uses derivative instruments to hedge forward purchases and sales of natural gas, which create market risks of different types.  Instruments designated as cash flow hedges are used to hedge risks associated with fixed price obligations in a volatile market and risks associated with price differentials at different delivery locations. Instruments designated as fair value hedges are used to mitigate exposure to fluctuating market prices created by fixed prices of stored natural gas.  The basic types of financial instruments utilized are exchange-traded instruments, such as NYMEX futures contracts or options, and over-the-counter instruments such as options and swaps, which are typically offered by energy and financial institutions.  Cash settlement of commodity derivatives are classified as an operating activity in the condensed consolidated statements of cash flows.

 

17



 

The Company’s regulated gas operations (SCE&G and PSNC Energy) hedge natural gas purchasing activities using over-the-counter options and swaps and NYMEX futures and options.  SCE&G’s tariffs include a PGA that provides for the recovery of actual gas costs incurred.  The SCPSC has ruled that the results of SCE&G’s hedging activities are to be included in the PGA.  As such, the cost of derivatives and gains and losses on such derivatives utilized to hedge gas purchasing activities are recoverable through the weighted average cost of gas calculation.  The offset to the change in fair value of these derivatives is recorded as a regulatory asset or liability.  PSNC Energy’s tariffs also include a provision for the recovery of actual gas costs incurred.  PSNC Energy records premiums, transaction fees, margin requirements and any realized gains or losses from its hedging program in deferred accounts as a regulatory asset or liability for the over- or under-recovery of gas costs.  These derivative financial instruments are not designated as hedges for accounting purposes.

 

The unrealized gains and losses on qualifying cash flow hedges of nonregulated operations are deferred in other comprehensive income.  When the hedged transactions affect earnings, the previously recorded gains and losses are reclassified from other comprehensive income to cost of gas.  The effects of gains or losses resulting from these hedging activities are either offset by the recording of the related hedged transactions or are included in gas sales pricing decisions made by the business unit.

 

As an accommodation to certain customers, SEMI, as part of its energy management services, offers fixed price supply contracts which are accounted for as derivatives.  These sales contracts are offset by the purchase of supply futures and swaps which are also accounted for as derivatives.

 

Interest Rate Swaps

 

The Company uses interest rate swaps to manage interest rate risk on certain debt issuances.  These swaps are designated as either fair value hedges or cash flow hedges.

 

The Company uses swaps to synthetically convert fixed rate debt to variable rate debt.  These swaps are designated as fair value hedges.  Gains on certain swaps which were terminated prior to maturity of the underlying debt instruments are being amortized over the life of the debt they hedged.

 

The Company also uses swaps to synthetically convert variable rate debt to fixed rate debt.  In addition, in anticipation of the issuance of debt, the Company may use treasury rate lock or forward starting swap agreements which are designated as cash flow hedges.  The effective portions of changes in fair value and payments made or received upon termination of such agreements for regulated subsidiaries are recorded in regulatory assets or regulatory liabilities, and for the holding company or nonregulated subsidiaries, are recorded in other comprehensive income.  Ineffective portions of changes in fair value are recognized in income.

 

The effective portion of settlement payments made or received upon termination are amortized to interest expense over the term of the underlying debt.  These settlements are classified as an investing activity in the condensed consolidated statements of cash flows.

 

Quantitative Disclosures Related to Derivatives

 

The Company was party to natural gas derivative contracts outstanding in the following quantities:

 

 

 

Commodity and Other Energy Management Contracts (in DT)

 

Hedge designation

 

Gas Distribution

 

Retail Gas
Marketing

 

Energy Marketing

 

Total

 

As of June 30, 2011

 

 

 

 

 

 

 

 

 

Cash flow

 

-

 

5,524,000

 

18,671,098

 

24,195,098

 

Not designated (a)

 

10,014,000

 

-

 

23,382,436

 

33,396,436

 

Total (a)

 

10,014,000

 

5,524,000

 

42,053,534

 

57,591,534

 

 

 

 

 

 

 

 

 

 

 

As of December 31, 2010

 

 

 

 

 

 

 

 

 

Cash flow

 

-

 

5,715,000

 

17,190,351

 

22,905,351

 

Not designated (b)

 

10,677,000

 

-

 

20,588,581

 

31,265,581

 

Total (b)

 

10,677,000

 

5,715,000

 

37,778,932

 

54,170,932

 

 

(a)  Includes an aggregate  8,019,000 DT related to basis swap contracts in Energy Marketing.

(b)  Includes an aggregate 6,485,536 DT related to basis swap contracts in Energy Marketing.

 

18



 

At June 30, 2011 and December 31, 2010, the Company was party to interest rate swaps designated as fair value hedges with an aggregate notional amount of $253.2 million and $556.4 million, respectively, and was party to interest rate swaps designated as cash flow hedges with an aggregate notional amount of $572.6 million and $1.1 billion, respectively.

 

The fair value of energy-related derivatives and interest rate derivatives was reflected in the balance sheet as follows:

 

 

 

Fair Values of Derivative Instruments

 

 

Asset Derivatives

 

Liability Derivatives

 

 

Balance Sheet

 

Fair

 

Balance Sheet

 

Fair

Millions of dollars

 

Location (c)

 

Value

 

Location (c)

 

Value

As of June 30, 2011

 

 

 

 

 

 

 

 

Derivatives designated as hedging instruments

 

 

 

 

 

 

 

 

Interest rate contracts

 

Prepayments and other

 

$

2

 

Other current liabilities

 

$

14

 

 

Other deferred debits

 

4

 

Other deferred credits

 

30

Commodity contracts

 

Other current liabilities

 

1

 

Other current liabilities

 

3

 

 

 

 

 

 

Other deferred credits

 

2

Total

 

 

 

$

7

 

 

 

$

49

 

 

 

 

 

 

 

 

 

Derivatives not designated as hedging instruments

 

 

 

 

 

 

 

 

Commodity contracts

 

Prepayments and other

 

$

3

 

 

 

 

 

Energy management contracts

 

Prepayments and other

 

 

4

 

Other deferred debits

 

$

1

 

 

Other deferred debits

 

3

 

Other current liabilities

 

4

 

 

Other deferred credits

 

1

 

Other deferred credits

 

3

Total

 

 

 

$

11

 

 

 

$

8

 

 

 

 

 

 

 

 

 

As of December 31, 2010

 

 

 

 

 

 

 

 

Derivatives designated as hedging instruments

 

 

 

 

 

 

 

 

Interest rate contracts

 

Other current assets

 

$

1

 

Other current liabilities

 

$

57

 

 

Other deferred debits

 

 

7

 

Other deferred credits

 

 

25

Commodity contracts

 

Other current liabilities

 

1

 

Other current liabilities

 

5

 

 

 

 

 

 

Other deferred credits

 

2

Total

 

 

 

$

9

 

 

 

$

89

 

 

 

 

 

 

 

 

 

 

 

Derivatives not designated as hedging instruments

 

 

 

 

 

 

 

 

Commodity contracts

 

Prepayments and other

 

$

3

 

 

 

 

Energy management contracts

 

Prepayments and other

 

7

 

Prepayments and other

 

$

1

 

 

Other deferred debits

 

2

 

Other current liabilities

 

6

 

 

 

 

 

 

Other deferred credits

 

2

Total

 

 

 

$

12

 

 

 

$

9

 

(c)     Asset derivatives represent unrealized gains to the Company, and liability derivatives represent unrealized losses.  In the Company’s condensed consolidated balance sheets, unrealized gain and loss positions on commodity contracts with the same counterparty are reported as either a net asset or liability.

 

The effect of derivative instruments on the statements of income is as follows:

 

Derivatives in Fair Value Hedging Relationships

 

With regard to the Company’s interest rate swaps designated as fair value hedges, the gains on those swaps and the losses on the hedged fixed rate debt are recognized in current earnings and included in interest expense.  These gains and losses, combined with the amortization of deferred gains on previously terminated swaps as discussed above, resulted in reductions to interest expense of $1.5 million and $4.0 million for the three and six months ended June 30, 2011, respectively,  and $2.0 million and $5.2 million for the three and six months ended June 30, 2010, respectively.

 

19



 

Derivatives in Cash Flow Hedging Relationships

 

 

 

Gain (Loss) Deferred

 

Gain (Loss) Reclassified from

 

Derivatives in Cash Flow

 

in Regulatory Accounts

 

Deferred Accounts into Income

 

Hedging Relationships

 

(Effective Portion)

 

(Effective Portion)

 

Millions of dollars

 

 

 

Location

 

Amount

 

Three Months Ended June 30, 2011

 

 

 

 

 

 

 

Interest rate contracts

 

$

(15

)

Interest expense

 

-

 

 

 

 

 

 

 

 

 

Six Months Ended June 30,  2011

 

 

 

 

 

 

 

Interest rate contracts

 

$

(9

)

Interest expense

 

(1

)

 

 

 

 

 

 

 

 

 

 

Three Months Ended June 30, 2010

 

 

 

 

 

 

 

 

 

Interest rate contracts

 

$

(63)

 

Interest expense

 

-

 

 

 

 

 

 

 

 

 

 

 

Six Months Ended June 30,  2010

 

 

 

 

 

 

 

 

 

Interest rate contracts

 

$

(60)

 

Interest expense

 

(1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gain (Loss)

 

Gain (Loss) Reclassified from

 

 Derivatives in Cash Flow

 

 

Recognized in OCI,

 

Accumulated OCI into Income,

 

 Hedging Relationships

 

 

net of tax

 

net of tax (Effective Portion)

 

Millions of dollars

 

 

(Effective Portion)

 

Location

 

Amount

 

Three Months Ended June 30, 2011

 

 

 

 

 

 

 

 

Interest rate contracts

 

$

(14

)

Interest expense

 

(1

)

Commodity contracts

 

 

(1

)

Gas Purchased for resale

 

 

-

 

Total

 

$

(15

)

 

 

(1

)

 

 

 

 

 

 

 

 

 

 

Six Months Ended June 30, 2011

 

 

 

 

 

 

 

 

 

Interest rate contracts

 

$

(11

)

Interest expense

 

$

(2

)

Commodity contracts

 

 

(2

)

Gas Purchased for resale

 

 

(4

)

Total

 

$

(13

)

 

 

$

(6

)

 

 

 

 

 

 

 

 

 

 

Three Months Ended June 30, 2010

 

 

 

 

 

 

 

 

 

Interest rate contracts

 

$

(31)

 

Interest expense

 

$

(1)

 

Commodity contracts

 

 

2

 

Gas Purchased for resale

 

 

(3)

 

Total

 

$

(29)

 

 

 

$

(4)

 

 

 

 

 

 

 

 

 

 

 

Six Months Ended June 30, 2010

 

 

 

 

 

 

 

 

 

Interest rate contracts

 

$

(33)

 

Interest expense

 

$

(2)

 

Commodity contracts

 

 

(7)

 

Gas Purchased for resale

 

 

(7)

 

Total

 

$

(40)

 

 

 

$

(9)

 

 

As of June 30, 2011, the Company expects that during the next 12 months reclassifications from accumulated other comprehensive loss to earnings arising from cash flow hedges will include approximately $1.4 million as an increase to gas cost and approximately $4.5 million as an increase to interest expense, assuming natural gas and financial markets remain at their current levels.  As of June 30, 2011, all of the Company’s commodity cash flow hedges settle by their terms before the end of 2013.

 

 

 

Gain (Loss) Recognized in Income

 

Derivatives not designated as

 

 

 

 

 

 

 

Hedging Instruments

 

 

 

 

 

 

 

Millions of dollars

 

Location

 

2011

 

2010

 

Second Quarter

 

 

 

 

 

 

 

Commodity contracts

 

Gas purchased for resale

 

$

-

 

$

(1

)

 

 

 

 

 

 

 

 

Year to Date

 

 

 

 

 

 

 

Commodity contracts

 

Gas purchased for resale

 

$

(1

)

$

(2

)

 

20



 

Hedge Ineffectiveness

 

Other gains (losses) recognized in income representing ineffectiveness on interest rate hedges designated as cash flow hedges were insignificant in each of the three and six months ended June 30, 2011 and 2010.

 

Credit Risk Considerations

 

Certain of the Company’s derivative instruments contain contingent provisions that require the Company to provide collateral upon the occurrence of specific events, primarily credit downgrades.  As of June 30, 2011 and December 31, 2010, the Company has posted $17.0 million and $20.0 million, respectively, of collateral related to derivatives with contingent provisions that are in a net liability position.  If all of the contingent features underlying these instruments were fully triggered as of June 30, 2011 and December 31, 2010, the Company would be required to post an additional $36.9 million and $74.0 million, respectively, of collateral to its counterparties.  The aggregate fair value of all derivative instruments with contingent provisions that are in a net liability position as of June 30, 2011 and December 31, 2010 are $53.9 million and $94.0 million, respectively.

 

7.             FAIR VALUE MEASUREMENTS, INCLUDING DERIVATIVES

 

The Company values available for sale securities using quoted prices from a national stock exchange, such as the NASDAQ, where the securities are actively traded.  For commodity derivative assets and liabilities, the Company uses unadjusted NYMEX prices to determine fair value, and considers such measures of fair value to be Level 1 for exchange traded instruments and Level 2 for over-the-counter instruments.  The Company’s interest rate swap agreements are valued using discounted cash flow models with independently sourced data.  Fair value measurements, and the level within the fair value hierarchy in which the measurements fall, were as follows:

 

 

 

Fair Value Measurements Using

 

 

 

Quoted Prices in Active

 

Significant Other

 

 

 

Markets for Identical Assets

 

Observable Inputs

 

Millions of dollars

 

(Level 1)

 

(Level 2)

 

As of June 30, 2011

 

 

 

 

 

Assets -

Available for sale securities

 

$

3

 

$

-

 

 

Interest rate contracts

 

 

-

 

 

6

 

 

Commodity contracts

 

 

2

 

 

2

 

 

Energy management contracts

 

 

-

 

 

8

 

Liabilities -

Interest rate contracts

 

 

-

 

 

44

 

 

Commodity contracts

 

 

1

 

 

4

 

 

Energy management contracts

 

 

-

 

 

8

 

 

 

 

 

 

 

 

 

 

As of December 31, 2010

 

 

 

 

 

 

 

Assets -

Available for sale securities

 

$

3

 

$

-

 

 

Interest rate contracts

 

 

-

 

 

8

 

 

Commodity contracts

 

 

2

 

 

2

 

 

Energy management contracts

 

 

-

 

 

9

 

Liabilities -

Interest rate contracts

 

 

-

 

 

82

 

 

Commodity contracts

 

 

1

 

 

6

 

 

Energy management contracts

 

 

-

 

 

11

 

 

There were no fair value measurements based on significant unobservable inputs (Level 3) for either period presented.  In addition, there were no transfers of fair value amounts into or out of Levels 1 and 2 during any period presented.

 

Financial instruments for which the carrying amount may not equal estimated fair value at June 30, 2011 and December 31, 2010 were as follows:

 

 

 

June 30, 2011

 

December 31, 2010

 

Millions of dollars

 

Carrying
Amount

 

Estimated
Fair
Value

 

Carrying
Amount

 

Estimated
Fair
Value

 

Long-term debt

 

$

4,664.9

 

$

5,016.2

 

$

4,488.3

 

$

4,840.5

 

 

21



 

Fair values of long-term debt are based on quoted market prices of the instruments or similar instruments.  For debt instruments for which no quoted market prices are available, fair values are based on net present value calculations.  Carrying values reflect the fair values of interest rate swaps based on discounted cash flow models with independently sourced data.  Early settlement of long-term debt may not be possible or may not be considered prudent.

 

8.             EMPLOYEE BENEFIT PLANS

 

Pension and Other Postretirement Benefit Plans

 

Components of net periodic benefit cost recorded by the Company were as follows:

 

 

 

Pension Benefits

 

Other Postretirement Benefits

 

Millions of dollars

 

2011

 

2010

 

2011

 

2010

 

Three months ended June 30,

 

 

 

 

 

 

 

 

 

Service cost

 

$

4.6

 

$

4.8

 

$

1.1

 

$

1.1

 

Interest cost

 

11.1

 

11.9

 

3.0

 

3.2

 

Expected return on assets

 

(16.2

)

(16.5

)

-

 

-

 

Prior service cost amortization

 

1.8

 

1.8

 

0.3

 

0.2

 

Transition obligation amortization

 

-

 

-

 

0.2

 

0.1

 

Amortization of actuarial loss

 

3.0

 

4.3

 

0.1

 

0.1

 

Net periodic benefit cost

 

$

4.3

 

$

6.3

 

$

4.7

 

$

4.7

 

 

 

 

 

 

 

 

 

 

 

Six months ended June 30,

 

 

 

 

 

 

 

 

 

Service cost

 

$

9.2

 

$

9.5

 

$

2.2

 

$

2.2

 

Interest cost

 

22.2

 

23.7

 

6.0

 

6.2

 

Expected return on assets

 

(32.4

)

(32.9

)

-

 

-

 

Prior service cost amortization

 

3.6

 

3.7

 

0.6

 

0.5

 

Transition obligation amortization

 

-

 

-

 

0.4

 

0.3

 

Amortization of actuarial loss

 

6.0

 

8.6

 

0.2

 

0.2

 

Net periodic benefit cost

 

$

8.6

 

$

12.6

 

$

9.4

 

$

9.4

 

 

No contribution to the pension trust will be necessary in or for 2011, nor will limitations on benefit payments apply.  Prior to July 15, 2010, the SCPSC allowed SCE&G to defer as a regulatory asset the amount of pension cost exceeding amounts  included in the current rates for SCE&G’s retail electric and gas distribution regulated operations.  In connection with the SCPSC’s July 2010 retail electric rate order and November 2010 natural gas RSA order, SCE&G began deferring all pension expense or income related to retail electric and gas operations as a regulatory asset or liability, as applicable.  Costs totaling $2.3 million and $4.6 million were deferred for the three and six months ended June 30, 2011, respectively.  Costs totaling $5.4 million and $10.7 million were deferred for the corresponding periods in 2010.

 

9.             COMMITMENTS AND CONTINGENCIES

 

Nuclear Insurance

 

The Price-Anderson Indemnification Act deals with public liability for a nuclear incident and establishes the liability limit for third-party claims associated with any nuclear incident at $12.6 billion.  Each reactor licensee is currently liable for up to $117.5 million per reactor owned for each nuclear incident occurring at any reactor in the United States, provided that not more than $17.5 million of the liability per reactor would be assessed per year.  SCE&G’s maximum assessment, based on its two-thirds ownership of Summer Station, would be $78.3 million per incident, but not more than $11.7 million per year.

 

SCE&G currently maintains policies (for itself and on behalf of Santee Cooper, a one-third owner of Summer Station) with Nuclear Electric Insurance Limited.  The policies, covering the nuclear facility for property damage, excess property damage and outage costs, permit retrospective assessments under certain conditions to cover insurer’s losses.  Based on the current annual premium, SCE&G’s portion of the retrospective premium assessment would not exceed $14.2 million.

 

22



 

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 SCE&G rates would not recover the cost of any purchased replacement power, SCE&G will retain the risk of loss as a self-insurer.  SCE&G has no reason to anticipate a serious nuclear incident.  However, if such an incident were to occur, it likely would have a material adverse impact on the Company’s results of operations, cash flows and financial position.

 

Environmental

 

SCE&G

 

In 2005, the EPA issued the CAIR, which required the District of Columbia and 28 states, including South Carolina, to reduce nitrogen oxide and sulfur dioxide emissions in order to attain mandated state levels.  CAIR set emission limits to be met in two phases beginning in 2009 and 2015, respectively, for nitrogen oxide and beginning in 2010 and 2015, respectively, for sulfur dioxide.  SCE&G and GENCO determined that additional air quality controls would be needed to meet the CAIR requirements.  SCE&G has completed the installation of SCR technology at Cope Station for nitrogen oxide reduction, and GENCO has completed installation of a wet limestone scrubber at Williams Station for sulfur dioxide reduction.   SCE&G also installed a wet limestone scrubber at Wateree Station.  On July 6, 2011 the EPA issued the Cross-State Air Pollution Rule.  This rule replaces CAIR and the Clean Air Transport Rule proposed in July 2010 and is aimed at addressing power plant emissions that may contribute to air pollution in other states.  The rule requires states in the eastern United States to reduce power plant emissions, specifically sulfur dioxide and nitrogen oxide.  The air quality control installations that SCE&G and GENCO have completed should assist the Company in complying with the Cross-State Air Pollution Rule.  The Company will continue to pursue strategies to comply with all applicable environmental regulations.  Any costs incurred to comply with this rule or other rules issued by the EPA in the future are expected to be recoverable through rates.

 

In 2005, the EPA issued the CAMR which established a mercury emissions cap and trade program for coal-fired power plants. Numerous parties challenged the rule and, on February 8, 2008, the United States Circuit Court for the District of Columbia vacated the rule for electric utility steam generating units.  In March 2011, the EPA proposed new standards for mercury and other specified air pollutants.  The proposed rule provides up to four years for facilities to meet the standards once promulgated.  The EPA is expected to finalize the rule in November 2011.  The proposed rule is currently being evaluated by the Company. Any costs incurred to comply with this rule or other rules issued by the EPA in the future are expected to be recoverable through rates.

 

SCE&G maintains an environmental assessment program to identify and evaluate its current and former operations sites that could require environmental clean-up.  As site assessments are initiated, estimates are made of the amount of expenditures, if any, deemed necessary to investigate and remediate each site.  These estimates are refined as additional information becomes available; therefore, actual expenditures could differ significantly from the original estimates.  Amounts estimated and accrued to date for site assessments and clean-up relate solely to regulated operations.  SCE&G defers site assessment and cleanup costs and expects to recover them through rates.

 

SCE&G is responsible for four decommissioned MGP sites in South Carolina which contain residues of by-product chemicals.  These sites are in various stages of investigation, remediation and monitoring under work plans approved by DHEC.  SCE&G anticipates that major remediation activities at these sites will continue until 2012 and will cost an additional $8.7 million.  In addition, the National Park Service of the Department of the Interior made a demand to SCE&G for payment of $9.1 million for certain costs and damages relating to the MGP site in Charleston, South Carolina.  In May 2011, the parties agreed to settle for $3.75 million (which amount SCE&G had previously accrued) and are awaiting judicial approval of the settlement.  SCE&G expects to recover any cost arising from the remediation of MGP sites through rates.  At June 30, 2011, deferred amounts, net of amounts previously recovered through rates and insurance settlements, totaled $25.6 million and are included in regulatory assets.

 

PSNC Energy

 

PSNC Energy is responsible for environmental clean-up at five sites in North Carolina on which MGP residuals are present or suspected.  PSNC Energy’s actual remediation costs for these sites will depend on a number of factors, such as actual site conditions, third-party claims and recoveries from other PRPs.  PSNC Energy has recorded a liability and associated regulatory asset of $3.2 million, which reflects its estimated remaining liability at June 30, 2011. PSNC Energy expects to recover through rates any costs allocable to PSNC Energy arising from the remediation of these sites.

 

23



 

Nuclear Generation

 

SCE&G, on behalf of itself and as agent for Santee Cooper has entered into a contractual agreement for the design and construction of two 1,117-MW nuclear generation units at the site of Summer Station.  The contract provides that SCE&G and Santee Cooper will be joint owners and share operating costs and generation output of the New Units, with SCE&G responsible for 55 percent of the cost and receiving 55 percent of the output, and Santee Cooper responsible for and receiving the remaining 45 percent.  Assuming timely receipt of federal approvals and construction proceeding as scheduled, the first unit is expected to be completed and in service in 2016, and the second in 2019.  SCE&G will be the operator of the New Units.  SCE&G’s share of the estimated cash outlays (future value, excluding AFC) totals $5.5 billion for plant costs and related transmission infrastructure costs, which costs are projected based on historical one-year and five-year escalation rates as required by the SCPSC.

 

SCE&G’s latest Integrated Resource Plan filed with the SCPSC in February 2011 continues to support SCE&G’s need for 55 percent of the output of the two units.  As previously reported, SCE&G has been advised by Santee Cooper that it is reviewing certain aspects of its capital improvement program and long-term power supply plan, including the level of its participation in the New Units.  Santee Cooper has indicated that it will seek to reduce its 45 percent ownership in the New Units.  Santee Cooper has disclosed that, in March 2011, it entered into a non-binding letter of intent with OUC that may result in the execution of a power purchase agreement with an option for OUC to acquire a portion of Santee Cooper’s ownership interest in the New Units.  Similarly, Santee Cooper announced in July 2011 that it has entered into separate letters of intent with Duke and FMPA that may result in either or both of them acquiring a portion of Santee Cooper’s ownership interest in the New Units.   SCE&G is unable to predict whether any change in Santee Cooper’s ownership interest or the addition of new joint owners will increase project costs or delay the commercial operation dates of the New Units.  Any such project cost increase or delay could be material.

 

10.           SEGMENT OF BUSINESS INFORMATION

 

The Company’s reportable segments are listed in the following table.  The Company uses operating income to measure profitability for its regulated operations; therefore, income available to common shareholders is not allocated to the Electric Operations and Gas Distribution segments.  The Company uses income available to common shareholders to measure profitability for its Retail Gas Marketing and Energy Marketing segments.  Gas Distribution is comprised of the local distribution operations of SCE&G and PSNC Energy which meet the criteria for aggregation.  All Other includes equity method investments and other nonreportable segments.  Nonreportable segments include a FERC-regulated interstate pipeline company and other companies that conduct nonregulated operations in energy-related and telecommunications industries.

 

 

 

External

 

Intersegment

 

Operating

 

Income Available to

 

Segment

Millions of dollars

 

Revenue

 

Revenue

 

Income

 

Common Shareholders

 

Assets

Three Months Ended June 30, 2011

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Electric Operations

 

$

616

 

$

2

 

$

140

 

 

n/a

 

 

 

Gas Distribution

 

 

132

 

 

-

 

 

2

 

 

n/a

 

 

 

Retail Gas Marketing

 

 

78

 

 

-

 

 

n/a

 

$

(3

)

 

 

Energy Marketing

 

 

172

 

 

52

 

 

n/a

 

 

1

 

 

 

All Other

 

 

10

 

 

104

 

 

3

 

 

-

 

 

 

Adjustments/Eliminations

 

 

(8

)

 

(158

)

 

(3

)

 

58

 

 

 

Consolidated Total

 

$

1,000

 

$

-

 

$

142

 

$

56

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Six Months Ended June 30, 2011

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Electric Operations

 

$

1,174

 

$

4

 

$

262

 

 

n/a

 

$

8,108

Gas Distribution

 

 

492

 

 

-

 

 

86

 

 

n/a

 

 

2,178

Retail Gas Marketing

 

 

280

 

 

-

 

 

n/a

 

$

19

 

 

178

Energy Marketing

 

 

330

 

 

97

 

 

n/a

 

 

2

 

 

123

All Other

 

 

20

 

 

206

 

 

8

 

 

1

 

 

1,287

Adjustments/Eliminations

 

 

(15

)

 

(307

)

 

34

 

 

162

 

 

1,270

Consolidated Total

 

$

2,281

 

$

-

 

$

390

 

$

184

 

$

13,144

 

24



 

 

 

External

 

Intersegment

 

Operating

 

Income Available to

 

Segment

Millions of dollars

 

Revenue

 

Revenue

 

Income

 

Common Shareholders

 

Assets

Three Months Ended June 30, 2010

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Electric Operations

 

$

575

 

$

2

 

$

139

 

 

n/a

 

 

 

Gas Distribution

 

 

134

 

 

-

 

 

2

 

 

n/a

 

 

 

Retail Gas Marketing

 

 

74

 

 

-

 

 

n/a

 

$

(5

)

 

 

Energy Marketing

 

 

153

 

 

42

 

 

n/a

 

 

2

 

 

 

All Other

 

 

10

 

 

105

 

 

5

 

 

(6

)

 

 

Adjustments/Eliminations

 

 

(7

)

 

(149

)

 

(9

)

 

63

 

 

 

Consolidated Total

 

$

939

 

$

-

 

$

137

 

$

54

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Six Months Ended June 30, 2010

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Electric Operations

 

$

1,115

 

$

4

 

$

225

 

 

n/a

 

$

7,545

Gas Distribution

 

 

562

 

 

-

 

 

92

 

 

n/a

 

 

2,060

Retail Gas Marketing

 

 

336

 

 

-

 

 

n/a

 

$

24

 

 

157

Energy Marketing

 

 

349

 

 

89

 

 

n/a

 

 

2

 

 

116

All Other

 

 

18

 

 

202

 

 

10

 

 

(6

)

 

1,206

Adjustments/Eliminations

 

 

(13

)

 

(295

)

 

40

 

 

160

 

 

1,168

Consolidated Total

 

$

2,367

 

$

-

 

$

367

 

$

180

 

$

12,252

 

25



 

ITEM 2.                        MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

SCANA CORPORATION

 

The following discussion should be read in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of Operations appearing in SCANA’s Annual Report on Form 10-K for the year ended December 31, 2010.

 

RESULTS OF OPERATIONS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2011

AS COMPARED TO THE CORRESPONDING PERIODS IN 2010

 

Earnings Per Share

 

Earnings per share was as follows:

 

 

 

Second  Quarter

 

Year to Date

 

Millions of dollars

 

 

2011

 

 

2010

 

 

 

2011

 

 

2010

 

Basic earnings per share

 

$

.44

 

$

.43

 

 

$

1.44

 

$

1.45

 

Diluted earnings per share

 

 

.43

 

 

.43

 

 

 

1.42

 

 

1.45

 

 

Second Quarter

 

Basic earnings per share increased by $.06 due to higher electric margin and by $.01 due to lower operating expenses which are explained below.   These increases were partially offset by $.02 due to higher depreciation expense, $.02 due to higher interest expense and by dilution from additional shares outstanding of $.01.

 

Year to Date

 

Basic earnings per share decreased by $.10 due to lower gas margin, $.02 due to higher property taxes, $.03 due to higher depreciation expense, $.04 due to higher interest expense and by dilution from additional shares outstanding of $.04.  These decreases were partially offset by $.22 due to higher electric margin and by $.02 due to lower operating expenses which are explained below.

 

Diluted Earnings Per Share

 

In May 2010, SCANA entered into equity forward sales contracts for approximately 6.6 million common shares.  During periods when the average market price of SCANA’s common stock is above the per share adjusted forward sales price, the Company computes diluted earnings per share giving effect to this dilutive potential common stock utilizing the treasury stock method.

 

Dividends Declared

 

SCANA’s Board of Directors has declared the following dividends on common stock during 2011:

 

Declaration Date

 

Dividend Per Share

 

Record Date

 

Payment Date

February 11, 2011

 

$

.485

 

 

March 10, 2011

 

April 1, 2011

April 21, 2011

 

$

.485

 

 

June 10, 2011

 

July 1, 2011

 

26



 

Electric Operations

 

Electric Operations is comprised of the electric operations of SCE&G, GENCO and Fuel Company.  Electric operations sales margin (including transactions with affiliates) was as follows:

 

 

 

Second Quarter

 

Year to Date

 

Millions of dollars

 

 

2011

 

% Change

 

 

2010

 

 

2011

 

% Change

 

 

2010

 

Operating revenues

 

$

617.7

 

7.1

%

 

$

577.0

 

$

1,178.0

 

5.3

%

 

$

1,118.7

 

Less:  Fuel used in generation

 

 

252.2

 

13.1

%

 

 

223.0

 

 

464.9

 

1.3

%

 

 

459.0

 

          Purchased power

 

 

7.9

 

*

 

 

 

2.6

 

 

10.2

 

*

 

 

 

5.0

 

     Margin

 

 

357.6

 

1.8

%

 

 

351.4

 

$

702.9

 

7.4

%

 

$

654.7

 

*Greater than 100%

 

Second Quarter

 

Margin increased by $15.6 million due to higher SCPSC-approved retail electric base rates in July 2010 and by $10.9 million due to an increase in base rates approved by the SCPSC under the BLRA.  These increases were partially offset by $21.0 million due to lower residential and commercial usage (including the effect of weather).

 

Year to Date

 

Margin increased by $31.3 million due to higher SCPSC-approved retail electric base rates in July 2010, by $22.7 million due to an increase in base rates approved by the SCPSC under the BLRA, and by $17.4 million as the result of a 2010 SCPSC regulatory order issued in connection with SCE&G’s annual fuel cost proceeding  (see also discussion at “Income Taxes”).  These increases were partially offset by $24.6 million due to lower residential and commercial usage (including the effect of weather).

 

Sales volumes (in GWh) related to the electric margin above, by class, were as follows:

 

 

 

Second Quarter

 

Year to Date

 

  Classification

 

2011

 

% Change

 

2010

 

2011

 

% Change

 

2010

 

  Residential

 

2,009

 

1.4

%

 

1,981

 

4,068

 

(5.0

)%

 

4,280

 

  Commercial

 

1,939

 

(0.1

)%

 

1,941

 

3,589

 

(2.6

)%

 

3,685

 

  Industrial

 

1,534

 

2.7

%

 

1,493

 

2,950

 

3.7

%

 

2,846

 

  Other

 

145

 

1.4

%

 

143

 

272

 

(0.4

)%

 

273

 

   Total Retail Sales

 

5,627

 

1.2

%

 

5,558

 

10,879

 

(1.8

)%

 

11,084

 

Wholesale

 

517

 

10.5

%

 

468

 

998

 

10.8

%

 

901

 

   Total Sales

 

6,144

 

2.0

%

 

6,026

 

11,877

 

(0.9

)%

 

11,985

 

 

Second Quarter

 

Retail sales volume increased primarily due to the effects of weather.

 

Year to Date

 

Retail sales volume decreased primarily due to the effects of weather in the first quarter.

 

Gas Distribution

 

Gas Distribution is comprised of the local distribution operations of SCE&G and PSNC Energy.  Gas distribution sales margin (including transactions with affiliates) was as follows:

 

 

 

Second Quarter

 

Year to Date

 

Millions of dollars

 

2011

 

% Change

 

2010

 

2011

 

% Change

 

 

2010

 

Operating revenues

 

$

132.8

 

(1.0)%

 

$

134.1

 

$

492.6

 

(12.4

)%

 

$

562.4

 

Less:  Gas purchased for resale

 

 

70.3

 

(0.7)%

 

 

70.8

 

 

285.9

 

(18.3

)%

 

 

350.1

 

     Margin

 

$

62.5

 

(1.3)%

 

$

63.3

 

$

206.7

 

(2.6

)%

 

$

212.3

 

 

27



 

Sales volumes (in DT) by class, including transportation, were as follows:

 

 

 

Second Quarter

 

Year to Date

 

Classification (in thousands)

 

2011

 

% Change

 

2010

 

2011

 

% Change

 

2010

 

Residential

 

3,091

 

18.9

%

 

2,599

 

23,400

 

(13.7

)%

 

27,118

 

Commercial

 

4,365

 

(1.0

)%

 

4,409

 

14,715

 

(8.9

)%

 

16,151

 

Industrial

 

4,347

 

(8.0

)%

 

4,727

 

9,673

 

-

 

 

9,673

 

Transportation

 

7,796

 

2.2

%

 

7,629

 

17,369

 

3.2

%

 

16,833

 

     Total

 

19,599

 

1.2

%

 

19,364

 

65,157

 

(6.6

)%

 

69,775

 

 

Second Quarter

 

Margin at SCE&G decreased $2.0 million due to the SCPSC-approved decrease in retail gas base rates under the RSA which became effective with the first billing cycle of November 2010.  Margin at PSNC Energy increased by $0.7 million primarily due to residential and commercial customer growth.  Total sales volumes increased primarily due to increased residential customer usage.

 

Year to Date

 

Margin at SCE&G decreased $6.3 million due to the SCPSC-approved decrease in retail gas base rates under the RSA which became effective with the first billing cycle of November 2010.  Margin at PSNC Energy increased by $1.5 million primarily due to residential customer growth.  Total sales volumes decreased primarily due to decreased firm customer usage resulting from milder weather.

 

Retail Gas Marketing

 

Retail Gas Marketing is comprised of SCANA Energy, which operates in Georgia’s natural gas market.  Retail Gas Marketing revenues and income (loss) available to common shareholders were as follows:

 

 

 

 

Second Quarter

 

 

Year to Date

 

Millions

 

 

2011

 

% Change

 

 

2010

 

 

2011

 

% Change

 

 

2010

 

Operating revenues

 

$

77.8

 

5.3

%

 

$

73.9

 

$

280.1

 

(16.6

)%

 

$

336.0

 

Income (loss) available to common shareholders

 

 

(2.9

)

(50.8

)%

 

 

(5.9

)

 

18.8

 

(21.0

)%

 

 

23.8

 

 

Second Quarter

 

Changes in operating revenues and income (loss) available to common shareholders are due to higher consumption and lower operating costs.

 

Year to Date

 

Changes in operating revenues and income (loss) available to common shareholders are due to milder weather in 2011.

 

Energy Marketing

 

Energy Marketing is comprised of the Company’s non-regulated marketing operations, excluding SCANA Energy.  Energy Marketing operating revenues and income available to common shareholders were as follows:

 

 

 

Second Quarter

 

Year to Date

 

Millions

 

 

2011

 

% Change

 

 

2010

 

 

2011

 

% Change

 

 

2010

 

Operating revenues

 

$

222.8

 

14.5

%

 

$

194.6

 

$

426.4

 

(2.6

)%

 

$

438.0

 

Income available to common shareholders

 

 

1.2

 

9.1

%

 

 

1.1

 

 

2.4

 

50.0

%

 

 

1.6

 

 

Second Quarter

 

Operating revenues and income available to common shareholders are higher due to an increase in consumption.

 

28



 

Year to Date

 

Operating revenues are lower due to lower market prices.  Income available to common shareholders is higher due to an increase in consumption.

 

Other Operating Expenses

 

Other operating expenses were as follows:

 

 

 

Second Quarter

 

Year to Date

 

Millions of dollars

 

 

2011

 

% Change

 

 

2010

 

 

2011

 

% Change

 

 

2010

 

Other operation and maintenance

 

$

164.7

 

(1.3

)%

 

$

166.9

 

$

334.4

 

(1.3

)%

 

$

338.9

 

Depreciation and amortization

 

 

86.1

 

3.7

%

 

 

83.0

 

 

171.9

 

3.7

%

 

 

165.8

 

Other taxes

 

 

50.8

 

1.2

%

 

 

50.2

 

 

102.6

 

4.9

%

 

 

97.8

 

 

Second Quarter

 

Other operation and maintenance expenses decreased by $1.4 million due to lower customer service expenses and general expenses, including bad debt expense, and by $3.3 million due to lower compensation and other benefits.    This decrease was partially offset by $1.8 million due to higher generation, transmission and distribution expenses.  Depreciation and amortization expense increased in 2011 primarily due to net property additions.  Other taxes increased primarily due to higher property taxes.

 

Year to Date

 

Other operation and maintenance expenses decreased by $5.4 million due to lower customer service expenses and general expenses, including bad debt expense, and by $1.3 million due to lower compensation and other benefits.  This decrease was partially offset by $2.2 million related to a SCPSC order allowing SCE&G to defer pension expense and income (see also the discussion at “Other Income (Expense)”).   Depreciation and amortization expense increased in 2011 primarily due to net property additions.  Other taxes increased primarily due to higher property taxes.

 

Other Income (Expense)

 

Other income (expense) includes the results of certain incidental (non-utility) activities and the activities of certain non-regulated subsidiaries.

 

Pension Cost

 

Pension cost was recorded on the Company’s income statements and balance sheets as follows:

 

 

 

 

Second Quarter

Year to Date

 

Millions of dollars

 

 

2011

 

 

2010

 

 

2011

 

 

2010

 

Income Statement Impact:

 

 

 

 

 

 

 

 

 

 

 

 

 

  Employee benefit costs

 

$

0.6

 

$

(0.1

)

$

1.3

 

$

(0.2

)

  Other income

 

 

0.2

 

 

(0.9

)

 

0.3

 

 

(1.8

)

Balance Sheet Impact:

 

 

 

 

 

 

 

 

 

 

 

 

 

  Capital expenditures

 

 

1.0

 

 

1.6

 

 

1.9

 

 

3.2

 

  Component of amount due from Summer Station co-owner

 

 

0.3

 

 

0.4

 

 

0.6

 

 

0.8

 

  Regulatory asset

 

 

2.3

 

 

5.3

 

 

4.6

 

 

10.6

 

Total Pension Cost

 

$

4.4

 

$

6.3

 

$

8.7

 

$

12.6

 

 

No contribution to the pension trust will be necessary in or for 2011, nor will limitations on benefit payments apply.  Prior to July 15, 2010, the SCPSC allowed SCE&G to defer as a regulatory asset the amount of pension cost exceeding amounts included in rates for its retail electric and gas distribution regulated operations.  In connection with the SCPSC’s July 2010 electric rate order and November 2010 natural gas RSA order, SCE&G began deferring all pension expense and income related to retail electric and gas operations as a regulatory asset or regulatory liability, as applicable.  These costs will be deferred until such time as future rate recovery is provided for by the SCPSC.

 

29



 

AFC

 

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.  The Company includes an equity portion of AFC in nonoperating income and a debt portion of AFC in interest charges (credits) as noncash items, both of which have the effect of increasing reported net income.  AFC related to the construction of two nuclear electric generation units at the site of Summer Station was offset by the decrease in AFC related to the completion of certain pollution abatement projects at coal fired plants.

 

Interest Expense

 

Interest charges increased primarily due to increased borrowings.

 

Income Taxes

 

Second Quarter

 

Income taxes (and the effective tax rate) for the three months ended June 30, 2011 were lower than the same period in 2010 primarily due to lower income before taxes, which excludes the allowance for equity funds used during construction, a nontaxable item, as well as by the recognition of certain previously deferred state income tax credits pursuant to SCE&G’s July 2010 retail electric rate order (see also the discussion at “Electric Operations”).

 

Year to Date

 

Income taxes (and the effective tax rate) for the six months ended June 30, 2011 were higher than the same period in 2010 primarily due to higher income before taxes, which excludes the allowance for equity funds used during construction, a nontaxable item, as well as by the recognition of certain previously deferred state income tax credits pursuant to the settlement of a fuel cost recovery proceeding in the first quarter of 2010 (see also the discussion at “Electric Operations”).

 

LIQUIDITY AND CAPITAL RESOURCES

 

The Company anticipates that its contractual cash obligations, including its $286 million current portion of long-term debt as of June 30, 2011, will be met through internally generated funds, the incurrence of additional short- and long-term indebtedness and sales of equity securities.  The Company expects that, barring a future impairment of the capital markets, it has or can obtain adequate sources of financing to meet its projected cash requirements for the foreseeable future, including the cash requirements for nuclear construction and refinancing maturing long-term debt.  The Company’s ratio of earnings to fixed charges for the six and 12 months ended June 30, 2011 was 2.81 and 2.91, respectively.

 

SCANA, SCE&G (including Fuel Company) and PSNC Energy had available the following committed LOC, and had outstanding the following LOC advances, commercial paper, and LOC-supported letter of credit obligations:

 

 

 

 

SCANA

 

 

SCE&G 

 

 

PSNC Energy 

 

 

 

 

  June 30,

 

 

December 31,

 

 

June 30,

 

 

December 31,

 

 

June 30,

 

 

December 31,

 

Millions of dollars

 

 

  2011

 

 

2010

 

 

2011

 

 

2010

 

 

2011

 

 

2010

 

Lines of credit:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Committed long-term

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

$

300

 

 

$

300

 

 

$

1,100

 

 

$

1,100

 

 

$

100

 

 

$

100

 

LOC advances

 

 

-

 

 

-

 

 

-

 

 

-

 

 

-

 

 

-

 

Weighted average interest rate

 

 

-

 

 

-

 

 

-

 

 

-

 

 

-

 

 

-

 

Outstanding commercial paper
(270 or fewer days)

 

$

71

 

 

$

39

 

 

$

475

 

 

$

381

 

 

-

 

 

-

 

Weighted average interest rate

 

 

.35

%

 

.35

%

 

.35

%

 

.42

%

 

-

 

 

-

 

Letters of credit supported by LOC

 

$

3

 

 

$

3

 

 

$

.3

 

 

$

.3

 

 

-

 

 

-

 

Available

 

$

226

 

 

$

258

 

 

$

625

 

 

$

719

 

 

$

100

 

 

$

100

 

 

SCANA, SCE&G (including Fuel Company) and PSNC Energy are parties to five-year credit agreements in the amounts of $300 million, $1.1 billion, of which $400 million relates to Fuel Company, and $100 million, respectively, which expire October 23, 2015.  These credit agreements are used for general corporate purposes, including liquidity support for each company’s commercial paper program and working capital needs and, in the case of Fuel Company, to finance or refinance the purchase of nuclear fuel, fossil fuel, and emission and other environmental allowances.  These committed long-term facilities are revolving lines of credit under credit agreements with a syndicate of banks. Wells Fargo Bank, National

 

30



 

Association, Bank of America, N. A. and Morgan Stanley Bank, N.A. each provide 10% of the aggregate $1.5 billion credit facilities, Branch Banking and Trust Company, Credit Suisse AG, Cayman Islands Branch, JPMorgan Chase Bank, N.A., Mizuho Corporate Bank, Ltd., TD Bank N.A. and UBS Loan Finance LLC each provide 8%, and Deutsche Bank AG New York Branch, Union Bank, N.A. and U.S. Bank National Association each provide 5.3%.  Three other banks provide the remaining 6%. These bank credit facilities support the issuance of commercial paper by SCANA, SCE&G (including Fuel Company) and PSNC Energy. When the commercial paper markets are dislocated (due to either price or availability constraints), the credit facilities are available to support the borrowing needs of SCANA, SCE&G (including Fuel Company) and PSNC Energy.

 

The Company is obligated with respect to an aggregate of $68.3 million of industrial revenue bonds which are secured by letters of credit issued by Branch Banking and Trust Company.  These letters of credit expire, subject to renewal, in the fourth quarter of 2011.

 

At June 30, 2011, the Company had net available liquidity of approximately $1.1 billion.  The Company regularly monitors the commercial paper and short-term credit markets to optimize the timing of repayment of any outstanding balance on its draws, while maintaining appropriate levels of liquidity.  The Company’s long-term debt portfolio has a weighted average maturity of approximately 17 years and bears an average cost of 6.29%.  A significant majority of long-term debt, other than credit facility draws, bears fixed interest rates or is swapped to fixed.  To further preserve liquidity, the Company rigorously reviews its projected capital expenditures and operating costs and adjusts them where possible without impacting safety, reliability, and core customer service.

 

SCANA issued stock valued at $50.1 million during the six months ended June 30, 2011 through various compensation and dividend reinvestment plans.  In addition, the Company expects to issue approximately 6.6 million common shares under forward sales contracts to be settled no later than February 29, 2012, resulting in net proceeds of approximately $200 million.

 

The Company’s liquidity is being favorably impacted due to the issuance of final rules by the IRS in late 2010 related to bonus depreciation.  In addition the Company recognizes a cash benefit from the method being used to account for capital maintenance, which results in certain maintenance costs being treated as current expense for income tax purposes.  The Company expects these strategies to generate approximately $60 million of cash flow for 2011.

 

In May 2011, SCE&G issued $100 million of 5.45% first mortgage bonds maturing on February 1, 2041, which constituted a reopening of $250 million of its 5.45% first mortgage bonds issued in January 2011.  Proceeds from these sales were used to retire $150 million of SCE&G first mortgage bonds due February 1, 2011, to repay short-term debt primarily incurred as a result of SCE&G’s construction program, to finance capital expenditures, and for general corporate purposes.

 

In February 2011, PSNC Energy issued $150 million of 4.59% unsecured senior notes due February 14, 2021. Proceeds from these notes were used to retire $150 million of medium term notes due February 15, 2011.

 

In May 2011 SCANA issued $300 million of its 4.75% medium term notes due May 15, 2021.  Proceeds from the sale of these notes were used by SCANA to pay at maturity $300 million of its 6.875% medium term notes.

 

The Company paid approximately $61 million in 2011 to settle interest rate contracts associated with the issuance of long-term debt.

 

OTHER MATTERS

 

Nuclear Generation

 

SCE&G, on behalf of itself and as agent for Santee Cooper, has entered into a contractual agreement for the design and construction of two 1,117-MW nuclear generation units at the site of Summer Station.  The contract provides that SCE&G and Santee Cooper will be joint owners and share operating costs and generation output of the New Units, with SCE&G responsible for 55 percent of the cost and receiving 55 percent of the output, and Santee Cooper responsible for and receiving the remaining 45 percent.  Assuming timely receipt of federal approvals and construction proceeding as scheduled, the first unit is expected to be completed and in service in 2016, and the second in 2019.  SCE&G will be the operator of the New Units.  SCE&G’s share of the estimated cash outlays (future value, excluding AFC) totals $5.5 billion for plant costs and related transmission infrastructure costs, which costs are projected based on historical one-year and five-year escalation rates as required by the SCPSC.

 

31



 

SCE&G’s latest Integrated Resource Plan filed with the SCPSC in February 2011 continues to support SCE&G’s need for 55 percent of the output of the two units.  As previously reported, SCE&G has been advised by Santee Cooper that it is reviewing certain aspects of its capital improvement program and long-term power supply plan, including the level of its participation in the New Units.  Santee Cooper has indicated that it will seek to reduce its 45 percent ownership in the New Units.  Santee Cooper has disclosed that, in March 2011, it entered into a non-binding letter of intent with OUC that may result in the execution of a power purchase agreement with an option for OUC to acquire a portion of Santee Cooper’s ownership interest in the New Units.  Similarly, Santee Cooper announced in July 2011 that it has entered into separate letters of intent with Duke and FMPA that may result in either or both of them acquiring a portion of Santee Cooper’s ownership interest in the New Units.   SCE&G is unable to predict whether any change in Santee Cooper’s ownership interest or the addition of new joint owners will increase project costs or delay the commercial operation dates of the New Units.  Any such project cost increase or delay could be material.

 

In March 2011, a tsunami resulting from a massive earthquake severely damaged several nuclear generating units and their back-up cooling systems in Japan.  The impact of the disaster is being evaluated world-wide, and numerous political and regulatory bodies, including those in the United States, are seeking to determine if additional safety measures should be required at other existing nuclear facilities, as well as those planned for construction.  In particular, on July 12, 2011, the NRC’s Near-Term Task Force issued a report titled “Recommendations for Enhancing Reactor Safety in the 21st Century,” which SCE&G is evaluating.  SCE&G cannot predict what regulatory or other outcomes may be implemented in the United States, nor how such initiatives would impact SCE&G’s existing Summer Station or the licensing, construction or operation of the New Units.

 

In April 2011, the NRC and the USACE completed the FEIS for the New Units, concluding that there were no environmental impacts that would preclude issuing the COL for the New Units.  The NRC continues to compile its final safety evaluation report, which is expected to be completed in the summer of 2011.

 

Fuel Contract

 

On January 27, 2011, SCE&G, for itself and as agent for Santee Cooper, and Westinghouse entered into a fuel alliance agreement and contracts for fuel fabrication and related services. Under these contracts, Westinghouse will supply enriched nuclear fuel assemblies for Summer Station Unit 1 and the New Units. Westinghouse will be SCE&G’s exclusive provider of such fuel assemblies on a cost-plus basis. The fuel assemblies to be delivered under the contracts are expected to supply the nuclear fuel requirements of Summer Station Unit 1 and the New Units through 2033. SCE&G is dependent upon Westinghouse for providing fuel assemblies for the new AP1000 passive reactors in the New Units in the current and anticipated future absence of other commercially viable sources. Westinghouse currently provides maintenance and engineering support to Summer Station Unit 1 under a services alliance arrangement, and SCE&G has also contracted for Westinghouse to provide similar support services to the New Units upon their completion and commencement of commercial operation in 2016 and 2019, respectively.

 

Air Quality

 

SCE&G

 

In 2005, the EPA issued the CAIR, which required the District of Columbia and 28 states, including South Carolina, to reduce nitrogen oxide and sulfur dioxide emissions in order to attain mandated state levels.  CAIR set emission limits to be met in two phases beginning in 2009 and 2015, respectively, for nitrogen oxide and beginning in 2010 and 2015, respectively, for sulfur dioxide.  SCE&G and GENCO determined that additional air quality controls would be needed to meet the CAIR requirements.  SCE&G has completed the installation of SCR technology at Cope Station for nitrogen oxide reduction, and GENCO has completed installation of a wet limestone scrubber at Williams Station for sulfur dioxide reduction.   SCE&G also installed a wet limestone scrubber at Wateree Station.  On July 6, 2011 the EPA issued the Cross-State Air Pollution Rule.  This rule replaces CAIR and the Clean Air Transport Rule proposed in July 2010 and is aimed at addressing power plant emissions that may contribute to air pollution in other states.  The rule requires states in the eastern United States to reduce power plant emissions, specifically sulfur dioxide and nitrogen oxide.  The air quality control installations that SCE&G and GENCO have completed should assist the Company in complying with the Cross-State Air Pollution Rule.  The Company will continue to pursue strategies to comply with all applicable environmental regulations.  Any costs incurred to comply with this rule or other rules issued by the EPA in the future are expected to be recoverable through rates.

 

32



 

In 2005, the EPA issued the CAMR which established a mercury emissions cap and trade program for coal-fired power plants. Numerous parties challenged the rule and, on February 8, 2008, the United States Circuit Court for the District of Columbia vacated the rule for electric utility steam generating units.  In March 2011, EPA proposed new standards for mercury and other specified air pollutants.  The proposed rule provides up to four years for facilities to meet the standards once promulgated.  The EPA is expected to finalize the rule in November 2011.  The proposed rule is currently being evaluated by the Company. Any costs incurred to comply with this rule or other rules issued by the EPA in the future are expected to be recoverable through rates.

 

SCE&G maintains an environmental assessment program to identify and evaluate its current and former operations sites that could require environmental clean-up.  As site assessments are initiated, estimates are made of the amount of expenditures, if any, deemed necessary to investigate and remediate each site.  These estimates are refined as additional information becomes available; therefore, actual expenditures could differ significantly from the original estimates.  Amounts estimated and accrued to date for site assessments and clean-up relate solely to regulated operations.  SCE&G defers site assessment and cleanup costs and expects to recover them through rates.

 

SCE&G is responsible for four decommissioned MGP sites in South Carolina which contain residues of by-product chemicals.  These sites are in various stages of investigation, remediation and monitoring under work plans approved by DHEC.  SCE&G anticipates that major remediation activities at these sites will continue until 2012 and will cost an additional $8.7 million.  In addition, the National Park Service of the Department of the Interior made a demand to SCE&G for payment of $9.1 million for certain costs and damages relating to the MGP site in Charleston, South Carolina.  In May 2011, the parties agreed to settle for $3.75 million (which amount SCE&G had previously accrued) and are awaiting judicial approval of the settlement.  SCE&G expects to recover any cost arising from the remediation of MGP sites through rates.  At June 30, 2011, deferred amounts, net of amounts previously recovered through rates and insurance settlements, totaled $25.6 million and are included in regulatory assets.

 

PSNC Energy

 

PSNC Energy is responsible for environmental clean-up at five sites in North Carolina on which MGP residuals are present or suspected.  PSNC Energy’s actual remediation costs for these sites will depend on a number of factors, such as actual site conditions, third-party claims and recoveries from other PRPs.  PSNC Energy has recorded a liability and associated regulatory asset of $3.2 million, which reflects its estimated remaining liability at June 30, 2011. PSNC Energy expects to recover through rates any costs allocable to PSNC Energy arising from the remediation of these sites.

 

For additional information related to environmental matters and claims and litigation, see Note 9 to the condensed consolidated financial statements.

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

Interest Rate Risk-The Company’s market risk exposures relative to interest rate risk have not changed materially compared with the Company’s Annual Report on Form 10-K for the year ended December 31, 2010.  Interest rates on a significant portion of the Company’s outstanding long-term debt, other than credit facility draws, are fixed either through the issuance of fixed  rate debt or through the use of interest rate derivatives.  The Company is not aware of any facts or circumstances that would significantly affect exposures on existing indebtedness in the near future.

 

For further discussion of changes in long-term debt and interest rate derivatives, see ITEM 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — LIQUIDITY AND CAPITAL RESOURCES and also Notes 4 and 6 of the condensed consolidated financial statements.

 

33



 

Commodity price risk - The Company uses derivative instruments to hedge forward purchases and sales of natural gas, which create market risks of different types.  See Note 6 of the condensed consolidated financial statements.  The following tables provide information about the Company’s financial instruments that are sensitive to changes in natural gas prices.  Weighted average settlement prices are per 10,000 DT.  Fair value represents quoted market prices for these or similar instruments.

 

Expected Maturity:

 

 

 

 

 

 

 

Futures Contracts

 

 

Options

 

 

 

 

 

 

 

 

Purchased Call

 

 

 

2011

Long

 

 

2011

(Long)

 

 

 

Settlement Price (a)

4.52

 

 

Strike Price (a)

5.11

 

 

 

Contract Amount (b)

14.3

 

 

Contract Amount (b)

26.0

 

 

 

Fair Value (b)

13.8

 

 

Fair Value (b)

  0.8

 

 

 

 

 

 

 

 

 

 

 

 

2012

 

 

 

2012

 

 

 

 

Settlement Price (a)

4.81

 

 

Strike Price (a)

5.10

 

 

 

Contract Amount (b)

  8.9

 

 

Contract Amount (b)

25.1

 

 

 

Fair Value (b)

  8.7

 

 

Fair Value (b)

  1.6

 

 

 

 

 

 

 

 

 

 

 

 

(a)  Weighted average, in dollars  

 

 

 

 

 

 

(b)  Millions of dollars

 

 

 

 

 

 

 

 

Swaps

2011

 

2012

 

2013

 

2014

 

2015

 

2016

Commodity Swaps:

 

 

 

 

 

 

 

 

 

 

 

Pay fixed/receive variable (b)

31.6

 

37.6

 

18.5

 

7.9

 

7.9

 

1.4

Average pay rate (a)

5.1017

 

5.4586

 

5.8027

 

5.4729

 

5.4729

 

5.6850

Average received rate (a)

4.5313

 

4.8261

 

5.1582

 

5.4162

 

5.6976

 

5.9752

Fair value (b)

28.0

 

33.2

 

16.4

 

7.8

 

8.2

 

1.4

 

 

 

 

 

 

 

 

 

 

 

 

Pay variable/receive fixed (b)

22.3

 

22.6

 

13.8

 

7.5

 

7.9

 

1.4

Average pay rate (a)

4.6055

 

4.8688

 

5.0989

 

5.2266

 

5.4546

 

5.7287

Average received rate (a)

5.0475

 

5.4298

 

5.4628

 

5.4850

 

5.4850

 

5.6950

Fair value (b)

24.5

 

25.2

 

14.8

 

7.9

 

7.9

 

1.4

 

 

 

 

 

 

 

 

 

 

 

 

Basis Swaps:

 

 

 

 

 

 

 

 

 

 

 

Pay variable/receive variable (b)

13.6

 

20.3

 

4.4

 

 

 

 

 

 

Average pay rate (a)

4.5129

 

4.8465

 

5.2625

 

 

 

 

 

 

Average received rate (a)

4.5058

 

4.8325

 

5.2143

 

 

 

 

 

 

Fair value (b)

13.6

 

20.2

 

4.3

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(a) Weighted average, in dollars 

 

 

 

 

 

 

 

 

 

 

 

(b) Millions of dollars

 

 

 

 

 

 

 

 

 

 

 

 

ITEM 4. CONTROLS AND PROCEDURES

 

As of June 30, 2011, SCANA conducted an evaluation under the supervision and with the participation of its management, including its CEO and CFO, of (a) the effectiveness of the design and operation of its disclosure controls and procedures and (b) any change in its internal control over financial reporting.  Based on this evaluation, the CEO and CFO concluded that, as of June 30, 2011, SCANA’s disclosure controls and procedures were effective.  There has been no change in SCANA’s internal control over financial reporting during the quarter ended June 30, 2011 that has materially affected or is reasonably likely to materially affect SCANA’s internal control over financial reporting.

 

34



 

SOUTH CAROLINA ELECTRIC & GAS COMPANY

FINANCIAL SECTION

 

35



 

ITEM 1. FINANCIAL STATEMENTS

 

SOUTH CAROLINA ELECTRIC & GAS COMPANY

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

 

 

 

June 30,

 

December 31,

 

Millions of dollars

 

2011

 

2010

 

Assets

 

 

 

 

 

 

 

 

 

 

 

Utility Plant In Service

 

$

10,244

 

$

10,112

 

Accumulated Depreciation and Amortization

 

(3,188

)

(3,098

)

Construction Work in Progress

 

1,269

 

1,051

 

Nuclear Fuel, Net of Accumulated Amortization

 

133

 

133

 

Utility Plant, Net ($630 and $634 related to VIEs)

 

8,458

 

8,198

 

 

 

 

 

 

 

Nonutility Property and Investments:

 

 

 

 

 

Nonutility property, net of accumulated depreciation

 

51

 

46

 

Assets held in trust, net - nuclear decommissioning

 

80

 

76

 

Other investments

 

4

 

4

 

Nonutility Property and Investments, Net

 

135

 

126

 

 

 

 

 

 

 

Current Assets:

 

 

 

 

 

Cash and cash equivalents

 

28

 

31

 

Receivables, net of allowance for uncollectible accounts of $3 and $3

 

444

 

507

 

Inventories (at average cost):

 

 

 

 

 

Fuel and gas supply

 

192

 

216

 

Materials and supplies

 

118

 

117

 

Emission allowances

 

4

 

6

 

Prepayments and other

 

121

 

168

 

Deferred income taxes

 

15

 

15

 

Total Current Assets ($203 and $221 related to VIEs)

 

922

 

1,060

 

 

 

 

 

 

 

Deferred Debits and Other Assets:

 

 

 

 

 

Pension asset

 

59

 

57

 

Regulatory assets

 

1,065

 

996

 

Other

 

136

 

137

 

Total Deferred Debits and Other Assets ($42 and $43 related to VIEs)

 

1,260

 

1,190

 

Total

 

$

10,775

 

$

10,574

 

 

36



 

 

 

June 30,

 

December 31,

 

Millions of dollars

 

2011

 

2010

 

Capitalization and Liabilities

 

 

 

 

 

 

 

 

 

 

 

Common equity

 

$

3,516

 

$

3,436

 

Noncontrolling interest

 

106

 

105

 

Long-Term Debt, net

 

3,227

 

3,037

 

Total Capitalization

 

6,849

 

6,578

 

 

 

 

 

 

 

Current Liabilities:

 

 

 

 

 

Short-term borrowings

 

475

 

381

 

Current portion of long-term debt

 

22

 

22

 

Accounts Payable

 

229

 

341

 

Affiliated Payables

 

145

 

140

 

Customer deposits and customer prepayments

 

57

 

60

 

Taxes accrued

 

78

 

137

 

Interest accrued

 

54

 

50

 

Dividends declared

 

49

 

54

 

Derivative financial instruments

 

-

 

34

 

Other

 

59

 

80

 

Total Current Liabilities

 

1,168

 

1,299

 

 

 

 

 

 

 

Deferred Credits and Other Liabilities:

 

 

 

 

 

Deferred income taxes, net

 

1,276

 

1,240

 

Deferred investment tax credits

 

42

 

56

 

Asset retirement obligations

 

490

 

478

 

Other postretirement benefits

 

163

 

163

 

Regulatory liabilities

 

675

 

662

 

Other

 

112

 

98

 

Total Deferred Credits and Other Liabilities

 

2,758

 

2,697

 

 

 

 

 

 

 

Commitments and Contingencies (Note 9)

 

-

 

-

 

Total

 

$

10,775

 

$

10,574

 

 

See Notes to Condensed Consolidated Financial Statements.

 

37



 

SOUTH CAROLINA ELECTRIC & GAS COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

 

 

 

Three Months Ended

 

Six Months Ended

 

 

 

June 30,

 

June 30,

 

Millions of dollars

 

2011

 

2010

 

2011

 

2010

 

Operating Revenues:

 

 

 

 

 

 

 

 

 

Electric

 

$

618

 

$

577

 

$

1,178

 

$

1,119

 

Gas

 

73

 

75

 

218

 

255

 

Total Operating Revenues

 

691

 

652

 

1,396

 

1,374

 

 

 

 

 

 

 

 

 

 

 

Operating Expenses:

 

 

 

 

 

 

 

 

 

Fuel used in electric generation

 

252

 

223

 

465

 

459

 

Purchased power

 

8

 

3

 

10

 

5

 

Gas purchased for resale

 

49

 

48

 

136

 

167

 

Other operation and maintenance

 

127

 

128

 

260

 

260

 

Depreciation and amortization

 

71

 

66

 

142

 

133

 

Other taxes

 

47

 

46

 

94

 

89

 

Total Operating Expenses

 

554

 

514

 

1,107

 

1 ,113

 

 

 

 

 

 

 

 

 

 

 

Operating Income

 

137

 

138

 

289

 

261

 

 

 

 

 

 

 

 

 

 

 

Other Income (Expense):

 

 

 

 

 

 

 

 

 

Other income

 

1

 

3

 

2

 

7

 

Other expenses

 

(3

)

(4

)

(7

)

(7

)

Interest charges, net of allowance for borrowed funds used during construction of $3, $3, $4 and $5

 

(50

)

(46

)

(100

)

(93

)

Allowance for equity funds used during construction

 

5

 

7

 

8

 

10

 

Total Other Expense

 

(47

)

(40

)

(97

)

(83

)

 

 

 

 

 

 

 

 

 

 

Income Before Income Tax Expense

 

90

 

98

 

192

 

178

 

Income Tax Expense

 

29

 

35

 

60

 

51

 

 

 

 

 

 

 

 

 

 

 

Net Income

 

61

 

63

 

132

 

127

 

Less Net Income Attributable to Noncontrolling Interest

 

2

 

3

 

5

 

5

 

 

 

 

 

 

 

 

 

 

 

Earnings Available to Common Shareholder

 

$

59

 

$

60

 

$

127

 

$

122

 

 

 

 

 

 

 

 

 

 

 

Dividends Declared on Common Stock

 

$

49

 

$

47

 

$

100

 

$

94

 

 

See Notes to Condensed Consolidated Financial Statements.

 

38



 

SOUTH CAROLINA ELECTRIC & GAS COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

 

 

Six Months Ended

 

 

 

June 30,

 

Millions of dollars

 

2011

 

2010

 

Cash Flows From Operating Activities:

 

 

 

 

 

Net income

 

$

132

 

$

127

 

Adjustments to reconcile net income to net cash provided from operating activities:

 

 

 

 

 

Earnings from equity method investments, net of distribution

 

1

 

1

 

Deferred income taxes, net

 

36

 

115

 

Depreciation and amortization

 

142

 

140

 

Amortization of nuclear fuel

 

14

 

18

 

Allowance for equity funds used during construction

 

(8

)

(10

)

Carrying cost recovery

 

-

 

(3

)

Cash provided (used) by changes in certain assets and liabilities:

 

 

 

 

 

Receivables

 

63

 

(11

)

Inventories

 

3

 

7

 

Prepayments and other

 

43

 

(9

)

Regulatory assets

 

(30

)

(91

)

Regulatory liabilities

 

(4

)

(2

)

Accounts payable

 

(46

)

(19

)

Taxes accrued

 

(59

)

(127

)

Interest accrued

 

4

 

(1

)

Changes in other assets

 

(8

)

(4

)

Changes in other liabilities

 

(46

)

79

 

Net Cash Provided From Operating Activities

 

237

 

210

 

Cash Flows From Investing Activities:

 

 

 

 

 

Utility property additions and construction expenditures

 

(421

)

(396

)

Proceeds from investments

 

4

 

8

 

Nonutility property additions

 

(4

)

(1

)

Investment in affiliate

 

-

 

41

 

Purchase of investments

 

(3

)

(12

)

Settlements of interest rate contracts

 

(31

)

-

 

Net Cash Used For Investing Activities

 

(455

)

(360

)

Cash Flows From Financing Activities:

 

 

 

 

 

Proceeds from issuance of long-term debt

 

349

 

51

 

Repayment of long-term debt

 

(164

)

(11

)

Dividends

 

(104

)

(97

)

Contributions from parent

 

49

 

105

 

Short-term borrowings –affiliate, net

 

(9

)

12

 

Short-term borrowings, net

 

94

 

(23

)

Net Cash Provided From (Used For) Financing Activities

 

215

 

37

 

Net Decrease In Cash and Cash Equivalents

 

(3

)

(113

)

Cash and Cash Equivalents, January 1

 

31

 

134

 

Cash and Cash Equivalents, June 30

 

$

28

 

$

21

 

Supplemental Cash Flow Information:

 

 

 

 

 

Cash paid for - Interest (net of capitalized interest of $4 and $5)

 

$

87

 

$

87

 

- Income taxes

 

-

 

31

 

Noncash Investing and Financing Activities:

 

 

 

 

 

Accrued construction expenditures

 

116

 

89

 

Capital leases

 

2

 

-

 

 

See Notes to Condensed Consolidated Financial Statements.

 

39



 

SOUTH CAROLINA ELECTRIC & GAS COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

 

 

 

Three Months Ended

 

Six Months Ended

 

 

 

June 30,

 

June 30,

 

Millions of dollars

 

2011

 

2010

 

2011

 

2010

 

Net Income

 

$

61

 

$

63

 

$

132

 

$

127

 

Other Comprehensive Income, net of tax:

 

 

 

 

 

 

 

 

 

Reclassification to net income - amortization of deferred employee benefit plan costs, net of taxes

 

-

 

-

 

-

 

1

 

Total Comprehensive Income

 

61

 

63

 

132

 

128

 

Less comprehensive income attributable to noncontrolling interest

 

(2

)

(3

)

(5

)

(5

)

Comprehensive income available to common shareholder (1)

 

$

59

 

$

60

 

$

127

 

$

123

 

 

(1)  Accumulated other comprehensive loss totaled $2.6 million as of June 30, 2011 and $2.7 million as
of December 31, 2010.

 

See Notes to Condensed Consolidated Financial Statements.

 

40



 

SOUTH CAROLINA ELECTRIC & GAS COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2011

(Unaudited)

 

The following notes should be read in conjunction with the Notes to Consolidated Financial Statements appearing in SCE&G’s Annual Report on Form 10-K for the year ended December 31, 2010.  These are interim financial statements and, due to the seasonality of Consolidated SCE&G’s business and matters that may occur during the rest of the year, the amounts reported in the Condensed Consolidated Statements of Income are not necessarily indicative of amounts expected for the full 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

 

Variable Interest Entity

 

SCE&G has determined that it has a controlling financial interest in GENCO and Fuel Company (which are considered to be VIEs), and accordingly, the accompanying condensed consolidated financial statements include the accounts of SCE&G, GENCO and Fuel Company. The equity interests in GENCO and Fuel Company are held solely by SCANA, SCE&G’s parent. Accordingly, GENCO’s and Fuel Company’s equity and results of operations are reflected as noncontrolling interest in Consolidated SCE&G’s condensed consolidated financial statements.

 

GENCO owns a coal-fired electric generating station with a 605 MW net generating capacity (summer rating). GENCO’s electricity is sold solely to SCE&G under the terms of a power purchase agreement and related operating agreement. The effects of these transactions are eliminated in consolidation. Substantially all of GENCO’s property (carrying value of approximately $496 million) serves as collateral for its long-term borrowings. Fuel Company acquires, owns and provides financing for SCE&G’s nuclear fuel, fossil fuel and emission allowances. See also Note 4.

 

Use of Estimates

 

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

New Accounting Matter

 

Effective for the first quarter of 2012, Consolidated SCE&G will adopt accounting guidance that revises how comprehensive income is presented in its financial statements.  Consolidated SCE&G does not expect the adoption of this guidance to impact results of operations, cash flows or financial position.

 

2.             RATE AND OTHER REGULATORY MATTERS

 

Rate Matters

 

Electric

 

SCE&G’s retail electric rates are established in part, by using a cost of fuel component approved by the SCPSC which may be adjusted periodically to reflect changes in the price of fuel purchased by SCE&G.  Effective with the first billing cycle of May 2010, the SCPSC approved a settlement agreement authorizing SCE&G to decrease the fuel cost portion of its electric rates.  The settlement agreement incorporated SCE&G’s proposal to accelerate the recognition of $17.4 million of previously deferred state income tax credits and record an offsetting reduction to the recovery of fuel costs.  In addition, SCE&G agreed to defer recovery of its actual undercollected base fuel costs as of April 30, 2010 until May 2011.  SCE&G is allowed to charge and accrue carrying costs monthly on the actual base fuel costs undercollected balance as of the end of each month during this deferral period.  In February 2011, SCE&G requested authorization to increase the cost of fuel component of its retail electric rates to be effective with the first billing cycle of May 2011.  On March 17, 2011, SCE&G, ORS and SCEUC entered into a settlement agreement in which SCE&G agreed to recover its actual base fuel under-collected balance as of April 30, 2011 over a two year period commencing with the first billing cycle of May 2011.  The settlement

 

41



 

agreement also provided that SCE&G would be allowed to charge and accrue carrying costs monthly on the deferred balance.  By order dated April 26, 2011, the SCPSC approved the settlement agreement and authorized SCE&G to adjust the cost of fuel component of its retail electric rates effective with the first billing cycle of May 2011.

 

On July 15, 2010, the SCPSC issued an order approving a 4.88% overall increase in SCE&G’s retail electric base rates and authorized an allowed return on common equity of 10.7%. The SCPSC’s order adopted various stipulations among SCE&G, the ORS and other intervening parties. Among other things, the SCPSC’s order (1) included implementation of an eWNA for SCE&G’s electric customers, which began in August 2010, (2) provided for a $25 million credit, over one year, to SCE&G’s customers to be offset by amortization of weather-related revenues which were deferred in the first quarter of 2010 pursuant to a stipulation between SCE&G and the ORS, (3) provided for a $48.7 million credit to SCE&G’s customers over two years to be offset by accelerated recognition of previously deferred state income tax credits and (4) provided for the recovery of certain federally-mandated capital expenditures that had been included in utility plant but were not being depreciated.

 

On July 15, 2010, the SCPSC issued an order approving the implementation by SCE&G of certain DSM Programs, including the establishment of an annual rider to allow recovery of the costs and lost net margin revenue associated with DSM Programs, along with an incentive for investing in such programs. The SCPSC’s order approved various settlement agreements among SCE&G, the ORS and other intervening parties. On July 27, 2010, SCE&G filed the rate rider tariff sheet for DSM Programs with the SCPSC. The tariff rider was applied to bills rendered on or after October 30, 2010. The order requires that SCE&G submit annual filings to the SCPSC regarding the DSM Programs, net lost revenues, program costs, incentive and net program benefits.  In January 2011, SCE&G submitted to the SCPSC its annual update on DSM Programs.  Included in the filing was a petition to update the rate rider to provide for the recovery of costs, lost net margin revenue, and the approved shared savings incentive for investing in such DSM Programs.  By order dated May 24, 2011, the SCPSC approved the updated rate rider and authorized SCE&G to increase its rates for DSM Programs as set forth in its petition.

 

In December 2009, SCE&G submitted to the FERC revised tariff sheets to change the network and point to point transmission rates under SCE&G’s OATT. This initial request, if approved, would result in an annual revenue increase of approximately $5.6 million. On February 26, 2010, the FERC accepted SCE&G’s initial filing and set the filing for hearing and settlement procedures.  In compliance with the OATT, on March 1, 2010 pursuant to an order issued by the FERC, SCE&G implemented, subject to refund, the proposed tariff sheets.   On May 12, 2011, SCE&G filed a motion to implement interim rates pending FERC action on a full settlement agreement, which the Chief Administrative Law Judge granted on May 13, 2011. On the same day, SCE&G filed a full settlement agreement.  As required by SCE&G’s protocols, on May 16, 2011, SCE&G submitted to the FERC as an informational filing its recalculated Annual Transmission Revenue Requirement or “Annual Update” which conforms to the settlement agreement, effective for the period June 1, 2011 through May 31, 2012.  The settlement agreement was certified as an uncontested settlement on June 30, 2011 and is pending final consideration by FERC.

 

Electric – BLRA

 

In January 2010, the SCPSC approved SCE&G’s request for an order pursuant to the BLRA to approve an updated construction and capital cost schedule for the construction of two new nuclear generating units at Summer Station.  The updated schedule provides details of the construction and capital cost schedule beyond what was proposed and included in the original BLRA filing described below.  The revised schedule does not change the previously announced completion date for the New Units or the originally announced cost.

 

In February 2009, the SCPSC approved SCE&G’s combined application pursuant to the BLRA seeking a certificate of environmental compatibility and public convenience and necessity and for a base load review order relating to the proposed construction and operation by SCE&G and Santee Cooper of the New Units at Summer Station.  Under the BLRA, the SCPSC conducted a full pre-construction prudency review of the proposed units and the engineering, procurement, and construction contract under which they are being built.  The SCPSC prudency finding is binding on all future related rate proceedings so long as the construction proceeds in accordance with schedules, estimates and projections, including contingencies, as approved by the SCPSC.

 

In May 2009, two intervenors filed separate appeals of the order with the South Carolina Supreme Court. With regard to the first appeal, which challenged the SCPSC’s prudency finding, the South Carolina Supreme Court issued an opinion on April 26, 2010, affirming the decision of the SCPSC.  As for the second appeal, the South Carolina Supreme Court reversed the SCPSC’s decision to allow SCE&G to include a pre-approved cost contingency fund and associated inflation (contingency reserve) as part of its anticipated capital costs allowed under the BLRA. SCE&G’s share of the project, as originally approved by the SCPSC, is $4.5 billion in 2007 dollars.  Approximately $438 million represented contingency costs associated with the project. Without the pre-approved contingency reserve, SCE&G must seek SCPSC approval for the

 

42



 

recovery of any additional capital costs.  The Court’s ruling, however, does not affect the project schedule or disturb the SCPSC’s issuance of a certificate of environmental compatibility and public convenience and necessity, which is required to construct the New Units.  On November 15, 2010, SCE&G filed a petition with the SCPSC seeking an order approving an updated capital cost schedule that reflects the removal of the contingency reserve and incorporates presently identifiable capital costs of $173.9 million, and by order dated May 16, 2011, the SCPSC approved the updated capital costs schedule as outlined in the petition.

 

Under the BLRA, SCE&G is allowed to file revised rates with the SCPSC each year to incorporate the financing cost of any incremental construction work in progress incurred for new nuclear generation.  Requested rate adjustments are based on SCE&G’s updated cost of debt and capital structure and on an allowed return on common equity of 11%. In September 2009, the SCPSC approved SCE&G’s annual revised rate request under the BLRA which constituted a $22.5 million or 1.1% increase to retail electric rates. In October 2010, the SCPSC approved an increase of $47.3 million or 2.3%, under the BLRA for the annual revised rates adjustment filing.  The new retail electric rates were effective for bills rendered on and after October 30, 2010.  On May 27, 2011, SCE&G filed with the SCPSC its annual request for revised rates under the BLRA seeking authorization to revise its retail electric rates so as to recover the costs of capital associated with the construction of the new nuclear units during the 12 months ended June 30, 2011.  If approved, SCE&G expects this request will constitute a $58.5 million of 2.7% increase to retail electric rates effective for bills rendered on and after October 30, 2011.

 

Gas

 

SCE&G

 

The RSA is designed to reduce the volatility of costs charged to customers by allowing for more timely recovery of the costs that regulated utilities incur related to natural gas infrastructure.  On October 15, 2010, pursuant to the annual RSA filing, the SCPSC approved a decrease in retail natural gas rates of $10.4 million or approximately 2.1%.  The rate adjustment was effective with the first billing cycle of November 2010.  On June 15, 2011, SCE&G filed an application with the SCPSC requesting an increase in retail natural gas rates of $8.64 million or 2.14% under the terms of the RSA.  If approved, the new rates would become effective with the first billing cycle of November 2011.

 

SCE&G’s natural gas tariffs include a PGA that provides for the recovery of actual gas costs incurred including costs related to hedging natural gas purchasing activities. SCE&G’s gas rates are calculated using a methodology which adjusts the cost of gas monthly based on a 12-month rolling average. The annual PGA hearing to review SCE&G’s gas purchasing policies and procedures was conducted in November 2010, before the SCPSC. The SCPSC issued an order in December 2010 finding that SCE&G’s gas purchasing policies and practices during the review period of August 1, 2009, through July 31, 2010, were reasonable and prudent.  The next annual PGA hearing before the SCPSC has been scheduled for November 10, 2011.

 

In February 2011, the ORS submitted a request to the SCPSC to suspend SCE&G’s natural gas hedging program.  SCE&G responded in March 2011 indicating no objection to the ORS’s request.  The SCPSC issued an order directing staff to schedule an Oral Argument Information Briefing regarding this matter, which was held in April 2011.  In May 2011, the SCPSC directed its staff to schedule a hearing so that the SCPSC could receive testimony from electric and gas utilities concerning the market for natural gas and the need for natural gas hedging.  In June 2011, the ORS withdrew its petition requesting that the SCPSC suspend SCE&G’s natural gas hedging program.

 

43



 

Regulatory Assets and Regulatory Liabilities

 

Consolidated SCE&G has significant cost-based, rate-regulated operations and recognizes in its financial statements certain revenues and expenses in different time periods than do enterprises that are not rate-regulated.  As a result, Consolidated SCE&G has recorded regulatory assets and regulatory liabilities, which are summarized in the following tables.  Substantially all of our regulatory assets are either explicitly excluded from rate base or are effectively excluded from rate base due to their being offset by related liabilities.

 

 

 

June 30,

 

December 31,

Millions of dollars

 

2011

 

2010

Regulatory Assets:

 

 

 

 

Accumulated deferred income taxes

 

$

205

 

$

205

Under collections – electric fuel adjustment clause

 

59

 

25

Environmental remediation costs

 

26

 

27

AROs and related funding

 

296

 

284

Franchise agreements

 

42

 

45

Deferred employee benefit plan costs

 

285

 

288

Planned major maintenance

 

19

 

6

Deferred losses on interest rate derivatives

 

90

 

83

Other

 

43

 

33

Total Regulatory Assets

 

$

1,065

 

$

996

 

Regulatory Liabilities:

 

 

 

 

Accumulated deferred income taxes

 

$

24

 

$

26

Asset removal costs

 

585

 

568

Storm damage reserve

 

36

 

38

Deferred gains on interest rate derivatives

 

25

 

26

Other

 

5

 

4

Total Regulatory Liabilities

 

$

675

 

$

662

 

Accumulated deferred income tax liabilities arising from utility operations that have not been included in customer rates are recorded as a regulatory asset.  Substantially all of these regulatory assets are expected to be recovered over the remaining lives of the related property which may range up to approximately 70 years.  Similarly, accumulated deferred income tax assets arising from deferred investment tax credits are recorded as a regulatory liability.

 

Under-collections - electric fuel adjustment clause represent amounts due from customers pursuant to the fuel adjustment clause as approved by the SCPSC during annual hearings which are expected to be recovered in retail electric rates in future periods.  These amounts are expected to be recovered in retail electric rates during the period July 2012 through April 2013.  SCE&G is allowed to accrue interest on the base fuel deferred balances through the recovery period.

 

Environmental remediation costs represent costs associated with the assessment and clean-up of MGP sites currently or formerly owned by SCE&G.  These regulatory assets are expected to be recovered over approximately 18 years.

 

ARO and related funding represents the regulatory asset associated with the legal obligation to decommission and dismantle Summer Station and conditional AROs.  These regulatory assets are expected to be recovered over the related property lives and periods of decommissioning which may range up to approximately 95 years.

 

Franchise agreements represent costs associated with electric and gas franchise agreements with the cities of Charleston and Columbia, South Carolina.  Based on an SCPSC order, SCE&G began amortizing these amounts through cost of service rates in February 2003 over approximately 20 years.

 

Employee benefit plan costs of the regulated utilities have historically been recovered as they have been recorded under generally accepted accounting principles. Deferred employee benefit plan costs represent amounts of pension and other postretirement benefit costs which were accrued as liabilities and treated as regulatory assets pursuant to FERC guidance, and costs deferred pursuant to specific SCPSC regulatory orders.  A significant majority of these deferred costs are expected to be recovered through utility rates over average service periods of participating employees, or up to approximately 14 years, although recovery periods could become longer at the direction of the SCPSC.

 

44



 

Planned major maintenance related to certain fossil hydro turbine/generation equipment and nuclear refueling outages is accrued in periods other than when incurred, as approved pursuant to specific SCPSC orders.  SCE&G collected $8.5 million annually through July 15, 2010, through electric rates, to offset turbine maintenance expenditures.  After July 15, 2010, SCE&G began collecting $18.4 million annually for this purpose.  Nuclear refueling charges are accrued during each 18-month refueling outage cycle as a component of cost of service.

 

Deferred losses or gains on interest rate derivatives represent the effective portions of changes in fair value and payments made or received upon termination of certain interest rate derivatives designated as cash flow hedges.  These amounts are expected to be amortized to interest expense over the lives of the underlying debt, up to approximately 30 years.

 

Various other regulatory assets are expected to be recovered in rates over periods of up to approximately 30 years.

 

Asset removal costs represent estimated net collections through depreciation rates of amounts to be incurred for the removal of assets in the future.

 

The storm damage reserve represents an SCPSC-approved collection through SCE&G electric rates, capped at $100 million, which can be applied to offset incremental storm damage costs in excess of $2.5 million in a calendar year, certain transmission and distribution insurance premiums and certain tree trimming and vegetation management expenditures in excess of amounts included in base rates.  During the six months ended June 30, 2011 and 2010, SCE&G applied costs of $1.8 million and $1.5 million, respectively, to the reserve.  Pursuant to the SCPSC’s July 2010 retail electric rate order approving an electric rate increase, SCE&G suspended collection of the storm damage reserve indefinitely, pending future SCPSC action.

 

The SCPSC or the FERC have reviewed and approved through specific orders most of the items shown as regulatory assets.   In recording these costs as regulatory assets, management believes the costs will be allowable under existing rate-making concepts that are embodied in rate orders received by SCE&G.  In the future, as a result of deregulation or other changes in the regulatory environment or changes in accounting requirements, Consolidated SCE&G could be required to write off its regulatory assets and liabilities.  Such an event could have a material adverse effect on Consolidated SCE&G’s results of operations, liquidity or financial position in the period the write-off would be recorded.

 

3.             COMMON EQUITY

 

Changes in common equity during the six months ended June 30, 2011 and 2010 were as follows:

 

Millions of dollars

 

Common
Equity

 

Noncontrolling
Interest

 

Total
Equity

 

 

 

 

 

 

 

 

 

Balance at January 1, 2011

 

$

3,436

 

$

105

 

$

3,541

 

Capital contribution from parent

 

49

 

-

 

49

 

Dividends declared

 

(96

)

(4

)

(100

)

Comprehensive income

 

127

 

5

 

132

 

Balance as of June 30, 2011

 

$

3,516

 

$

106

 

$

3,622

 

 

Balance at January 1, 2010

 

$

3,162

 

$

97

 

$

3,259

 

Capital contribution from parent

 

105

 

-

 

105

 

Dividends declared

 

(91

)

(3

)

(94

)

Comprehensive income

 

122

 

5

 

127

 

Balance as of June 30, 2010

 

$

3,298

 

$

99

 

$

3,397

 

 

Authorized shares of common stock were 50 million as of June 30, 2011 and December 31, 2010.

 

45



 

4.             LONG-TERM DEBT AND LIQUIDITY

 

Long-term Debt

 

In May 2011, SCE&G issued $100 million of 5.45% first mortgage bonds maturing on February 1, 2041, which constituted a reopening of $250 million of its 5.45% first mortgage bonds issued in January 2011.  Proceeds from these sales were used to retire $150 million of SCE&G first mortgage bonds due February 1, 2011, to repay short-term debt primarily incurred as a result of SCE&G’s construction program, to finance capital expenditures, and for general corporate purposes.

 

Substantially all of Consolidated SCE&G’s electric utility plant is pledged as collateral in connection with long-term debt. Consolidated SCE&G is in compliance with all debt covenants.

 

Liquidity

 

SCE&G (including Fuel Company) had available the following committed LOC, and had outstanding the following LOC advances, commercial paper, and LOC-supported letter of credit obligations:

 

 

 

Consolidated SCE&G

 

 

 

June 30,

 

December 31,

 

Millions of dollars

 

2011

 

2010

 

Lines of credit:

 

 

 

 

 

Committed long-term

 

 

 

 

 

Total

 

$

1,100

 

$

1,100

 

LOC advances

 

-

 

-

 

Weighted average interest rate

 

-

 

-

 

Outstanding commercial paper (270 or fewer days)

 

$

475

 

$

381

 

Weighted average interest rate

 

.35

%

.42

%

Letters of credit supported by LOC

 

$

.3

 

$

.3

 

Available

 

$

625

 

$

719

 

 

SCE&G and Fuel Company are parties to five-year credit agreements in the amount of $1.1 billion, of which $400 million relates to Fuel Company, which expire October 23, 2015.  These credit agreements are used for general corporate purposes, including liquidity support for each company’s commercial paper program and working capital needs and, in the case of Fuel Company, to finance or refinance the purchase of nuclear fuel, fossil fuel, and emission and other environmental allowances.  These committed long-term facilities are revolving lines of credit under credit agreements with a syndicate of banks. Wells Fargo Bank, National Association, Bank of America, N. A. and Morgan Stanley Bank, N.A. each provide 10% of the aggregate $1.1 billion credit facilities, Branch Banking and Trust Company, Credit Suisse AG, Cayman Islands Branch, JPMorgan Chase Bank, N.A., Mizuho Corporate Bank, Ltd., TD Bank N.A. and UBS Loan Finance LLC each provide 8%, and Deutsche Bank AG New York Branch, Union Bank, N.A. and U.S. Bank National Association each provide 5.3%.  Three other banks provide the remaining 6%. These bank credit facilities support the issuance of commercial paper by SCE&G (including Fuel Company).  When the commercial paper markets are dislocated (due to either price or availability constraints), the credit facilities are available to support the borrowing needs of SCE&G (including Fuel Company).

 

Consolidated SCE&G is obligated with respect to an aggregate of $68.3 million of industrial revenue bonds which are secured by letters of credit issued by Branch Banking and Trust Company.  These letters of credit expire, subject to renewal, in the fourth quarter of 2011.

 

5.             INCOME TAXES

 

In connection with the change in method of accounting for certain repair costs in 2010, Consolidated SCE&G identified approximately $36 million of unrecognized tax benefit.  Because this method change is primarily a temporary difference, this additional benefit, if recognized, would not have a significant effect on the effective tax rate.  Within the next 12 months, it is reasonably possible that this unrecognized tax benefit could increase by as much as $12 million or decrease by as much as $36 million.  The events that could cause these changes are direct settlements with taxing authorities, legal or administrative guidance by relevant taxing authorities, or the lapse of an applicable statute of limitation.  No other material changes in the status of Consolidated SCE&G’s tax positions have occurred through June 30, 2011.

 

Consolidated SCE&G recognizes interest accrued related to unrecognized tax benefits within interest expense and recognizes tax penalties within other expenses.  Consolidated SCE&G has accrued $0.8 million of interest expense through June 2011.

 

46



 

6.                                       DERIVATIVE FINANCIAL INSTRUMENTS

 

Consolidated SCE&G recognizes all derivative instruments as either assets or liabilities in the statement of financial position and measures those instruments at fair value.  Consolidated SCE&G recognizes changes in the fair value of derivative instruments either in earnings or within regulatory assets or regulatory liabilities, depending upon the intended use of the derivative and the resulting designation.  The fair value of derivative instruments is determined by reference to quoted market prices of listed contracts, published quotations or, for interest rate swaps, discounted cash flow models with independently sourced data.

 

Policies and procedures and risk limits are established to control the level of market, credit, liquidity and operational and administrative risks assumed by Consolidated SCE&G.  SCANA’s Board of Directors has delegated to a Risk Management Committee the authority to set risk limits, establish policies and procedures for risk management and measurement, and oversee and review the risk management process and infrastructure for SCANA and each of its subsidiaries, including Consolidated SCE&G.  The Risk Management Committee, which is comprised of certain officers, including the Consolidated SCE&G’s Risk Management Officer and senior officers, apprises the Board of Directors with regard to the management of risk and brings to the Board’s attention any areas of concern.  Written policies define the physical and financial transactions that are approved, as well as the authorization requirements and limits for transactions.

 

Commodity Derivatives

 

SCE&G uses derivative instruments to hedge forward purchases and sales of natural gas, which create market risks of different types.  Instruments designated as cash flow hedges are used to hedge risks associated with fixed price obligations in a volatile market and risks associated with price differentials at different delivery locations.  The basic types of financial instruments utilized are exchange-traded instruments, such as NYMEX futures contracts or options, and over-the-counter instruments such as options and swaps, which are typically offered by energy and financial institutions.  Cash settlement of commodity derivatives are classified as an operating activity in the condensed consolidated statements of cash flows.

 

SCE&G’s tariffs include a PGA that provides for the recovery of actual gas costs incurred.  The SCPSC has ruled that the results of these hedging activities are to be included in the PGA.  As such, the cost of derivatives and gains and losses on such derivatives utilized to hedge gas purchasing activities are recoverable through the weighted average cost of gas calculation.  The offset to the change in fair value of these derivatives is recorded as a regulatory asset or liability.  These derivative financial instruments are not designated as hedges for accounting purposes.

 

Interest Rate Swaps

 

Consolidated SCE&G uses interest rate swaps to manage interest rate risk on certain debt issuances and to synthetically convert variable rate debt to fixed rate debt.  In addition, in anticipation of the issuance of debt, Consolidated SCE&G may use treasury rate lock or forward starting swap agreements which are designated as cash flow hedges.  The effective portions of changes in fair value and payments made or received upon termination of such agreements for regulated subsidiaries are recorded in regulatory assets or regulatory liabilities.  Ineffective portions of changes in fair value are recognized in income.

 

The effective portion of settlement payments made or received upon termination are amortized to interest expense over the term of the underlying debt.  These settlements are classified as an investing activity in the condensed consolidated statements of cash flows.

 

Quantitative Disclosures Related to Derivatives

 

SCE&G was party to natural gas derivative contracts for 2,420,000 DT at June 30, 2011 and 2,460,000 DT at December 31, 2010.  Consolidated SCE&G was a party to interest rate swaps designated as cash flow hedges with an aggregate notional amount of $221.4 million at June 30, 2011 and $421.4 million at December 31, 2010.

 

47



 

The fair value of energy-related derivatives and interest rate derivatives was reflected in the balance sheet as follows:

 

 

 

Fair Values of Derivative Instruments

 

 

 

Asset Derivatives

 

 

Liability Derivatives

 

 

 

 

Balance Sheet

 

Fair

 

Balance Sheet

 

Fair

 

Millions of dollars

 

Location (a)

 

Value

 

Location (a)

 

Value

 

As of June 30, 2011

 

 

 

 

 

 

 

 

 

Derivatives designated as hedging instruments

 

 

 

 

 

 

 

 

 

Interest rate contracts

 

Other deferred debits

 

$

3

 

Other deferred credits

 

$

12

 

 

 

 

 

 

 

 

 

 

 

Derivatives not designated as hedging instruments

 

 

 

 

 

 

 

 

 

Commodity contracts

 

Prepayments and other

 

$

1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of December 31, 2010

 

 

 

 

 

 

 

 

 

Derivatives designated as hedging instruments

 

 

 

 

 

 

 

 

 

Interest rate contracts

 

Other deferred debits

 

$

4

 

Other current liabilities

 

$

34

 

 

 

 

 

 

 

Other deferred credits

 

1

 

Total

 

 

 

$

4

 

 

 

$

35

 

 

 

 

 

 

 

 

 

 

 

Derivatives not designated as hedging instruments

 

 

 

 

 

 

 

 

 

Commodity contracts

 

Prepayments and other

 

$

1

 

 

 

 

 

 

(a)              Asset derivatives represent unrealized gains to Consolidated SCE&G, and liability derivatives represent unrealized losses. In Consolidated SCE&G’s condensed consolidated balance sheet, unrealized gain and loss positions with the same counterparty are reported as either a net asset or liability.

 

The effect of derivative instruments on the statement of income is as follows:

 

 

 

 

 

Gain (Loss) Reclassified from

 

Derivatives in Cash Flow

 

Gain (Loss) Deferred

 

Deferred Accounts into Income

 

Hedging Relationships

 

in Regulatory Accounts

 

(Effective Portion)

 

Millions of dollars

 

(Effective Portion)

 

Location

 

Amount

 

Three Months Ended June 30, 2011

 

 

 

 

 

 

 

Interest rate contracts

 

$

(15

)

Interest expense

 

$

-

 

 

 

 

 

 

 

 

 

Six Months Ended June 30, 2011

 

 

 

 

 

 

 

Interest rate contracts

 

$

(9

)

Interest expense

 

$

(1

)

 

 

 

 

 

 

 

 

Three Months Ended June 30, 2010

 

 

 

 

 

 

 

Interest rate contracts

 

$

(63

)

Interest expense

 

$

-

 

 

 

 

 

 

 

 

 

Six Months Ended June 30, 2010

 

 

 

 

 

 

 

Interest rate contracts

 

$

(60

)

Interest expense

 

$

(1

)

 

 

 

Gain (Loss) Recognized in Income

 

Derivatives Not Designated as

 

 

 

 

 

 

 

Hedging Instruments

 

 

 

 

 

 

 

Millions of dollars

 

Location

 

2011

 

2010

 

Second Quarter

 

 

 

 

 

 

 

Commodity contracts

 

Gas purchased for resale

 

$

-

 

$

(1

)

 

 

 

 

 

 

 

 

Year to Date

 

 

 

 

 

 

 

Commodity contracts

 

Gas purchased for resale

 

$

(1

)

$

(2

)

 

Hedge Ineffectiveness

 

Other gains (losses) recognized in income representing ineffectiveness on interest rate hedges designated as cash flow hedges were insignificant in each of the three and six months ended June 30, 2011 and 2010.

 

48



 

Credit Risk Considerations

 

Certain of Consolidated SCE&G’s derivative instruments contain contingent provisions that require collateral to be provided upon the occurrence of specific events, primarily credit downgrades.  As of June 30, 2011 and December 31, 2010, Consolidated SCE&G has posted no collateral, respectively, related to derivatives with contingent provisions that are in a net liability position.  If all of the contingent features underlying these instruments were fully triggered as of June 30, 2011 and December 31, 2010, Consolidated SCE&G would be required to post $11.6 million and $34.9 million, respectively, of collateral to its counterparties.  The aggregate fair value of all derivative instruments with contingent provisions that are in a net liability position as of June 30, 2011 and December 31, 2010 is $11.6 million and $34.9 million, respectively.

 

7.                                       FAIR VALUE MEASUREMENTS, INCLUDING DERIVATIVES

 

SCE&G values commodity derivative assets and liabilities using unadjusted NYMEX prices to determine fair value, and considers such measure of fair value to be Level 1 for exchange traded instruments and Level 2 for over-the-counter instruments.  Consolidated SCE&G’s interest rate swap agreements are valued using discounted cashflow models with independently sourced data.  Fair value measurements, and the level within the fair value hierarchy in which the measurements fall, were as follows:

 

 

 

Fair Value Measurements Using

 

 

 

Quoted Prices in Active

 

Significant Other

 

 

 

Markets for Identical Assets

 

Observable Inputs

 

Millions of dollars

 

(Level 1)

 

(Level 2)

 

As of June 30, 2011

 

 

 

 

 

Assets -

Interest rate contracts

 

$

-

 

$

 3

 

 

Commodity contracts

 

 

1

 

 

 -

 

Liabilities-

Interest rate contracts

 

 

-

 

 

12

 

 

 

 

 

 

 

 

 

 

As of December 31, 2010 

 

 

 

 

 

 

 

Assets -

Interest rate contracts

 

$

-

 

$

 4

 

 

Commodity contracts

 

 

1

 

 

 -

 

Liabilities -

Interest rate contracts

 

 

-

 

 

35

 

 

There were no fair value measurements based on significant unobservable inputs (Level 3) for either period presented.  In addition, there were no transfers of fair value amounts into or out of Levels 1 and 2 during any period presented.

 

Financial instruments for which the carrying amount may not equal estimated fair value at June 30, 2011 and December 31, 2010 were as follows:

 

 

 

June 30, 2011

 

December 31, 2010

 

Millions of dollars

 

Carrying
Amount

 

Estimated
Fair
Value

 

Carrying
Amount

 

Estimated
Fair
Value

 

Long-term debt

 

$

3,249.4

 

$

3,517.0

 

$

3,059.7

 

$

3,321.8

 

 

Fair values of long-term debt are based on quoted market prices of the instruments or similar instruments.  For debt instruments for which no quoted market prices are available, fair values are based on net present value calculations.  Carrying values reflect the fair values of interest rate swaps based on discounted cash flow models with independently sourced data.  Early settlement of long-term debt may not be possible or may not be considered prudent.

 

49



 

8.                                       EMPLOYEE BENEFIT PLANS

 

Pension and Other Postretirement Benefit Plans

 

Consolidated SCE&G participates in SCANA’s noncontributory defined benefit pension plan, which covers substantially all regular, full-time employees, and also participates in SCANA’s unfunded postretirement health care and life insurance programs, which provide benefits to active and retired employees.  Components of net periodic benefit cost recorded by Consolidated SCE&G were as follows:

 

 

 

Pension Benefits

 

Other Postretirement Benefits

 

Millions of dollars

 

2011

 

2010

 

2011

 

2010

 

Three months ended June 30,

 

 

 

 

 

 

 

 

 

Service cost

 

$

3.7

 

$

3.5

 

$

0.9

 

$

0.9

 

Interest cost

 

9.5

 

10.2

 

2.3

 

2.4

 

Expected return on assets

 

(13.7

)

(14.5

)

-

 

-

 

Prior service cost amortization

 

1.5

 

1.6

 

0.2

 

0.2

 

Amortization of actuarial loss

 

2.5

 

4.2

 

0.1

 

-

 

Net periodic benefit cost

 

$

3.5

 

$

5.0

 

$

3.5

 

$

3.5

 

 

 

 

 

 

 

 

 

 

 

Six months ended June 30,

 

 

 

 

 

 

 

 

 

Service cost

 

$

7.4

 

$

7.1

 

$

1.8

 

$

1.7

 

Interest cost

 

18.9

 

20.4

 

4.7

 

4.8

 

Expected return on assets

 

(27.5

)

(29.0

)

-

 

-

 

Prior service cost amortization

 

3.0

 

3.3

 

0.4

 

0.4

 

Amortization of actuarial loss

 

5.1

 

8.4

 

0.1

 

0.1

 

Net periodic benefit cost

 

$

6.9

 

$

10.2

 

$

7.0

 

$

7.0

 

 

No contribution to the pension trust will be necessary in or for 2011, nor will limitations on benefit payments apply.  Prior to July 15, 2010, the SCPSC allowed SCE&G to defer as a regulatory asset the amount of pension cost exceeding amounts included in current rates for SCE&G’s retail electric and gas distribution regulated operations.  In connection with the SCPSC’s July 2010 retail electric rate order and November 2010 natural gas RSA order, SCE&G began deferring all pension expense or income related to retail electric and gas operations as a regulatory asset or liability, as applicable.  Costs totaling $2.3 million and $4.6 million were deferred for the three and six months ended June 30, 2011, respectively.  Costs totaling $5.4 million and $10.7 million were deferred for the corresponding periods in 2010.

 

9.                                       COMMITMENTS AND CONTINGENCIES

 

Nuclear Insurance

 

The Price-Anderson Indemnification Act deals with public liability for a nuclear incident and establishes the liability limit for third-party claims associated with any nuclear incident at $12.6 billion.  Each reactor licensee is currently liable for up to $117.5 million per reactor owned for each nuclear incident occurring at any reactor in the United States, provided that not more than $17.5 million of the liability per reactor would be assessed per year.  SCE&G’s maximum assessment, based on its two-thirds ownership of Summer Station, would be $78.3 million per incident, but not more than $11.7 million per year.

 

SCE&G currently maintains policies (for itself and on behalf of Santee Cooper, a one-third owner of Summer Station) with Nuclear Electric Insurance Limited.  The policies, covering the nuclear facility for property damage, excess property damage and outage costs, permit retrospective assessments under certain conditions to cover insurer’s losses.  Based on the current annual premium, SCE&G’s portion of the retrospective premium assessment would not exceed $14.2 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 SCE&G rates would not recover the cost of any purchased replacement power, SCE&G will retain the risk of loss as a self-insurer.  SCE&G has no reason to anticipate a serious nuclear incident.  However, if such an incident were to occur, it likely would have a material adverse impact on the Company’s results of operations, cash flows and financial position.

 

50



 

Environmental

 

In 2005, the EPA issued the CAIR, which required the District of Columbia and 28 states, including South Carolina, to reduce nitrogen oxide and sulfur dioxide emissions in order to attain mandated state levels.  CAIR set emission limits to be met in two phases beginning in 2009 and 2015, respectively, for nitrogen oxide and beginning in 2010 and 2015, respectively, for sulfur dioxide.  SCE&G and GENCO determined that additional air quality controls would be needed to meet the CAIR requirements.  SCE&G has completed the installation of SCR technology at Cope Station for nitrogen oxide reduction, and GENCO has completed installation of a wet limestone scrubber at Williams Station for sulfur dioxide reduction.  SCE&G also installed a wet limestone scrubber at Wateree Station.  On July 6, 2011 the EPA issued the Cross-State Air Pollution Rule.  This rule replaces CAIR and the Clean Air Transport Rule proposed in July 2010 and is aimed at addressing power plant emissions that may contribute to air pollution in other states.  The rule requires states in the eastern United States to reduce power plant emissions, specifically sulfur dioxide and nitrogen oxide.  The air quality control installations that SCE&G and GENCO have completed should assist Consolidated SCE&G in complying with the Cross-State Air Pollution Rule.  Consolidated SCE&G will continue to pursue strategies to comply with all applicable environmental regulations.  Any costs incurred to comply with this rule or other rules issued by the EPA in the future are expected to be recoverable through rates.

 

In 2005, the EPA issued the CAMR which established a mercury emissions cap and trade program for coal-fired power plants. Numerous parties challenged the rule and, on February 8, 2008, the United States Circuit Court for the District of Columbia vacated the rule for electric utility steam generating units.  In March 2011, the EPA proposed new standards for mercury and other specified air pollutants.  The proposed rule provides up to four years for facilities to meet the standards once promulgated.  The EPA is expected to finalize the rule in November 2011.  The proposed rule is currently being evaluated by the Company. Any costs incurred to comply with this rule or other rules issued by the EPA in the future are expected to be recoverable through rates.

 

SCE&G maintains an environmental assessment program to identify and evaluate its current and former operations sites that could require environmental clean-up.  As site assessments are initiated, estimates are made of the amount of expenditures, if any, deemed necessary to investigate and remediate each site.  These estimates are refined as additional information becomes available; therefore, actual expenditures could differ significantly from the original estimates.  Amounts estimated and accrued to date for site assessments and clean-up relate solely to regulated operations.  SCE&G defers site assessment and cleanup costs and expects to recover them through rates.

 

SCE&G is responsible for four decommissioned MGP sites in South Carolina which contain residues of by-product chemicals.  These sites are in various stages of investigation, remediation and monitoring under work plans approved by DHEC.  SCE&G anticipates that major remediation activities at these sites will continue until 2012 and will cost an additional $8.7 million.  In addition, the National Park Service of the Department of the Interior made a demand to SCE&G for payment of $9.1 million for certain costs and damages relating to the MGP site in Charleston, South Carolina.  In May 2011, the parties agreed to settle for $3.75 million (which amount SCE&G had previously accrued) and are awaiting judicial approval of the settlement.  SCE&G expects to recover any cost arising from the remediation of MGP sites through rates.  At June 30, 2011, deferred amounts, net of amounts previously recovered through rates and insurance settlements, totaled $25.6 million and are included in regulatory assets.

 

Nuclear Generation

 

SCE&G, on behalf of itself and as agent for Santee Cooper has entered into a contractual agreement for the design and construction of two 1,117-MW nuclear generation units at the site of Summer Station.  The contract provides that SCE&G and Santee Cooper will be joint owners and share operating costs and generation output of the New Units, with SCE&G responsible for 55 percent of the cost and receiving 55 percent of the output, and Santee Cooper responsible for and receiving the remaining 45 percent. Assuming timely receipt of federal approvals and construction proceeding as scheduled, the first unit is expected to be completed and in service in 2016, and the second in 2019.  SCE&G will be the operator of the New Units.  SCE&G’s share of the estimated cash outlays (future value, excluding AFC) totals $5.5 billion for plant costs and for related transmission infrastructure costs, which costs are projected based on historical one-year and five year escalation rates as required by the SCPSC.

 

SCE&G’s latest Integrated Resource Plan filed with the SCPSC in February 2011 continues to support SCE&G’s need for 55 percent of the output of the two units.  As previously reported, SCE&G has been advised by Santee Cooper that it is reviewing certain aspects of its capital improvement program and long-term power supply plan, including the level of its participation in the New Units.  Santee Cooper has indicated that it will seek to reduce its 45 percent ownership in the New Units.  Santee Cooper has disclosed that, in March 2011, it entered into a non-binding letter of intent with OUC that may result in the execution of a power purchase agreement with an option for OUC to acquire a portion of Santee Cooper’s

 

51



 

ownership interest in the New Units.  Similarly, Santee Cooper announced in July 2011 that it has entered into separate letters of intent with Duke and FMPA that may result in either or both of them acquiring a portion of Santee Cooper’s ownership interest in the New Units.  SCE&G is unable to predict whether any change in Santee Cooper’s ownership interest or the addition of new joint owners will increase project costs or delay the commercial operation dates of the New Units.  Any such project cost increase or delay could be material.

 

10.                                 AFFILIATED TRANSACTIONS

 

CGT transports natural gas to SCE&G to supply certain electric generation requirements and to serve SCE&G’s retail gas customers.  SCE&G had approximately $2.5 million and $2.1 million payable to CGT for transportation services at June 30, 2011 and December 31, 2010, respectively.

 

SCE&G purchases natural gas and related pipeline capacity from SEMI to supply its Jasper County Electric Generating Station, Urquhart Electric Generation Station and to serve its retail gas customers.  Such purchases totaled approximately $96.7 million and $89.0 million for the six months ended June 30, 2011 and 2010, respectively.  SCE&G’s payables to SEMI for such purposes were $17.4 million and $16.1 million as of June 30, 2011 and December 31, 2010, respectively.

 

SCE&G owns 40% of Canadys Refined Coal, LLC and 10% of Cope Refined Coal, LLC, both involved in the manufacturing and selling of refined coal to reduce emissions.  SCE&G accounts for these investments using the equity method.  SCE&G’s receivables from these affiliates were $16.9 million at June 30, 2011 and insignificant at December 31, 2010.  SCE&G’s payables to these affiliates were $17.0 million at June 30, 2011 and insignificant at December 31, 2010.  SCE&G’s total purchases were $53.3 million and $40.8 million for the six months ended June 30, 2011 and 2010, respectively.  SCE&G’s total sales were $53.1 million and $40.4 million for the six months ended June 30, 2011 and 2010, respectively.

 

Consolidated SCE&G participates in a utility money pool.  Money pool borrowings and investments bear interest at short-term market rates.  Consolidated SCE&G’s interest income and expense from money pool transactions was not significant for the six months ended June 30, 2011 or 2010.  At June 30, 2011 and December 31, 2010, Consolidated SCE&G owed an affiliate $62.5 million and $71.0 million, respectively.

 

11.                                SEGMENT OF BUSINESS INFORMATION

 

Consolidated SCE&G’s reportable segments are listed in the following table.  Consolidated SCE&G uses operating income to measure profitability for its regulated operations.  Therefore, earnings available to common shareholder are not allocated to the Electric Operations and Gas Distribution segments.  Intersegment revenues were not significant.

 

 

 

 

 

Operating

 

Earnings Available

 

 

 

 

 

External

 

Income

 

to Common

 

Segment

 

Millions of Dollars

 

Revenue

 

(Loss)

 

Shareholder

 

Assets

 

Three Months Ended June 30, 2011

 

 

 

 

 

 

 

 

 

Electric Operations

 

$

618

 

$

140

 

n/a

 

 

 

Gas Distribution

 

73

 

(2

)

n/a

 

 

 

Adjustments/Eliminations

 

-

 

(1

)

$

59

 

 

 

Consolidated Total

 

$

691

 

$

137

 

$

59

 

 

 

 

 

 

 

 

 

 

 

 

 

Six Months Ended June 30, 2011

 

 

 

 

 

 

 

 

 

Electric Operations

 

$

1,178

 

$

262

 

n/a

 

$

8,107

 

Gas Distribution

 

218

 

28

 

n/a

 

597

 

Adjustments/Eliminations

 

-

 

(1

)

$

127

 

2,071

 

Consolidated Total

 

$

1,396

 

$

289

 

$

127

 

$

10,775

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended June 30, 2010

 

 

 

 

 

 

 

 

 

Electric Operations

 

$

577

 

$

139

 

n/a

 

 

 

Gas Distribution

 

75

 

-

 

n/a

 

 

 

Adjustments/Eliminations

 

-

 

(1

)

$

60

 

 

 

Consolidated Total

 

$

652

 

$

138

 

$

60

 

 

 

 

52



 

Six Months Ended June 30, 2010

 

 

 

 

 

 

 

 

 

Electric Operations

 

$

1,119

 

$

225

 

n/a

 

$

7,545

 

Gas Distribution

 

255

 

37

 

n/a

 

569

 

Adjustments/Eliminations

 

-

 

(1

)

$

122

 

1,877

 

Consolidated Total

 

$

1,374

 

$

261

 

$

122

 

$

9,991

 

 

53



 

ITEM 2.                        MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

SOUTH CAROLINA ELECTRIC & GAS COMPANY

 

The following discussion should be read in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of Operations appearing in SCE&G’s Annual Report on Form 10-K for the year ended December 31, 2010.

 

RESULTS OF OPERATIONS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2011

AS COMPARED TO THE CORRESPONDING PERIOD IN 2010

 

Net Income

 

Net income for Consolidated SCE&G was as follows:

 

 

 

Second Quarter

 

Year to Date

 

Millions of dollars

 

2011

 

% Change

 

2010

 

2011

 

% Change

 

2010

 

Net income

 

$

61.4

 

(2.1)%

 

 $

62.7

 

 $

132.0

 

4.3%

 

 $

126.5

 

 

Second Quarter

 

Net income decreased by $1.0 million due to lower gas margin, higher depreciation expense of $2.1 million and higher interest expense of $2.7 million.  These decreases were partially offset by higher electric margin of $3.8 million.

 

Year to Date

 

Net income increased by higher electric margin of $19.1 million.  This increase was partially offset by $4.4 million due to lower gas margin, higher operation and maintenance expenses of $1.4 million, higher depreciation expense of $4.2 million, higher property taxes of $2.7 million and higher interest expense of $4.3 million.

 

Dividends Declared

 

Consolidated SCE&G’s Boards of Directors declared the following dividends on common stock (all of which was held by SCANA) during 2011:

 

Declaration Date

 

Amount            

 

Quarter Ended

 

Payment Date

 

February 11, 2011

 

$50.6 million 

 

 

March 31, 2011

 

April 1, 2011

 

April 21, 2011

 

49.0 million

 

 

June 30, 2011

 

July 1, 2011

 

 

Electric Operations

 

Electric Operations is comprised of the electric operations of SCE&G, GENCO and Fuel Company.  Electric operations sales margin (including transactions with affiliates) was as follows:

 

 

 

Second Quarter

 

Year to Date

 

Millions of dollars

 

2011

 

% Change

 

2010

 

2011

 

% Change

 

2010

 

Operating revenues

 

$

617.7

 

7.1%

 

$

577.0

 

$

1,178.0

 

5.3%

 

$

1,118.7

 

Less: Fuel used in electric generation

 

252.2

 

13.1%

 

223.0

 

464.9

 

1.3%

 

459.0

 

Purchased power

 

7.9

 

*

 

2.6

 

10.2

 

*

 

5.0

 

Margin

 

$

357.6

 

1.8%

 

$

351.4

 

$

702.9

 

7.4%

 

$

654.7

 

 

*Greater than 100%

 

54



 

Second Quarter

 

Margin increased by $15.6 million due to higher SCPSC-approved retail electric base rates in July 2010 and by $10.9 million due to an increase in base rates approved by the SCPSC under the BLRA.  These increases were partially offset by $21.0 million due to lower residential and commercial usage (including the effect of weather).

 

Year to Date

 

Margin increased by $31.3 million due to higher SCPSC-approved retail electric base rates in July 2010, by $22.7 million due to an increase in base rates approved by the SCPSC under the BLRA, and by $17.4 million as the result of a 2010 SCPSC regulatory order issued in connection with SCE&G’s annual fuel cost proceeding see also discussion at “Income Taxes”).  These increases were partially offset by $24.6 million due to lower residential and commercial usage (including the effect of weather).

 

Sales volumes (in GWh) related to the electric margin above, by class, were as follows:

 

 

 

Second Quarter

 

Year to Date

 

Classification

 

2011

 

% Change

 

 

2010

 

2011

 

% Change

 

 

2010

 

Residential

 

2,009

 

1.4%

 

 

1,981

 

4,068

 

(5.0)%

 

 

4,280

 

Commercial

 

1,939

 

(0.1)%

 

 

1,941

 

3,589

 

(2.6)%

 

 

3,685

 

Industrial

 

1,534

 

2.7%

 

 

1,493

 

2,950

 

3.7%

 

 

2,846

 

Other

 

145

 

1.4%

 

 

143

 

272

 

(0.4)%

 

 

273

 

Total Retail Sales

 

5,627

 

1.2%

 

 

5,558

 

10,879

 

(1.8)%

 

 

11,084

 

Wholesale

 

517

 

10.5%

 

 

468

 

998

 

10.8%

 

 

901

 

Total Sales

 

6,144

 

2.0%

 

 

6,026

 

11,877

 

(0.9)%

 

 

11,985

 

 

Second Quarter

 

Retail sales volume increased primarily due to the effects of weather.

 

Year to Date

 

Retail sales volume decreased primarily due to the effects of weather in the first quarter.

 

Gas Distribution

 

Gas Distribution is comprised of the local distribution operations of SCE&G.  Gas distribution sales margin (including transactions with affiliates) was as follows:

 

 

 

Second Quarter

 

Year to Date

 

Millions of dollars

 

2011

 

 % Change

 

2010

 

2011

 

 % Change

 

2010

 

Operating revenues

 

$

73.4

 

(1.3)%

 

$

74.4

 

$

217.5

 

(14.7)%

 

$

255.0

 

Less: Gas purchased for resale

 

48.5

 

1.3%

 

47.9

 

136.3

 

(18.2)%

 

166.7

 

Margin

 

$

24.9

 

(6.0)%

 

$

26.5

 

$

81.2

 

(8.0)%

 

$

88.3

 

 

Sales volumes (in DT) by class, including transportation, were as follows:

 

 

 

Second Quarter

 

Year to Date

 

Classification (in thousands)

 

2011

 

 % Change

 

2010

 

2011

 

 % Change

 

2010

 

Residential

 

973

 

11.5%

 

873

 

7,505

 

(18.3)%

 

9,182

 

Commercial

 

2,380

 

(4.4)%

 

2,489

 

6,657

 

(8.6)%

 

7,286

 

Industrial

 

4,021

 

(3.6)%

 

4,170

 

8,488

 

3.8%

 

8,180

 

Transportation

 

1,027

 

16.0%

 

885

 

2,219

 

16.2%

 

1,909

 

Total

 

8,401

 

(0.2)%

 

8,417

 

24,869

 

(6.4)%

 

26,557

 

 

Second Quarter

 

Margin decreased $2.0 million due to the SCPSC-approved decrease in retail gas base rates under the RSA which became effective with the first billing cycle of November 2010.

 

55



 

Year to Date

 

Margin decreased $6.3 million due to the SCPSC-approved decrease in retail gas base rates under the RSA which became effective with the first billing cycle of November 2010.  Total sales volumes decreased primarily due to decreased firm customer usage resulting from milder weather.

 

Other Operating Expenses

 

Other operating expenses were as follows: 

 

 

 

Second Quarter

 

Year to Date

 

Millions of dollars

 

2011

 

%   
Change   

 

2010

 

2011

 

% Change

 

2010

 

Other operation and maintenance

 

$

127.5

 

(0.2)%

 

$

127.7

 

$

259.5

 

-

 

$

259.6

 

Depreciation and amortization

 

71.0

 

6.9%

 

66.4

 

141.9

 

6.9%

 

132.8

 

Other taxes

 

46.7

 

1.5%

 

46.0

 

94.1

 

5.0%

 

89.6

 

 

Second Quarter

 

Other operation and maintenance expenses decreased by $2.3 million due to lower compensation and other benefits.  This decrease was partially offset by $1.8 million due to higher generation, transmission and distribution expenses.  Depreciation and amortization expense increased in 2011 primarily due to net property additions.  Other taxes increased primarily due to higher property taxes.

 

Year to Date

 

Other operation and maintenance expenses decreased by $3.0 million due to lower customer service expenses and general expenses, including bad debt expense.  This decrease was partially offset by $2.2 million related to a SCPSC order allowing SCE&G to defer pension expense and income (see also the discussion at “Other Income (Expense)”).  Depreciation and amortization expense increased in 2011 primarily due to net property additions.  Other taxes increased primarily due to higher property taxes.

 

Other Income (Expense)

 

Other income (expense) includes the results of certain incidental (non-utility) activities.

 

Pension Cost

 

Pension cost was recorded on Consolidated SCE&G’s income statements and balance sheets as follows:

 

 

 

Second Quarter

 

Year to Date

 

Millions of dollars

 

2011

 

2010

 

2011

 

2010

 

Income Statement Impact:

 

 

 

 

 

 

 

 

 

Employee benefit costs

 

$

-

 

$

(1.1

)

$

-

 

$

(2.2

)

Other income

 

-

 

(1.0

)

-

 

(2.0

)

Balance Sheet Impact:

 

 

 

 

 

 

 

 

 

Capital expenditures

 

0.8

 

1.4

 

1.6

 

2.9

 

Component of amount due from Summer Station co-owner

 

0.3

 

0.4

 

0.6

 

0.8

 

Regulatory asset

 

2.3

 

5.3

 

4.6

 

10.7

 

Total Pension Cost

 

$

3.4

 

$

5.0

 

$

6.8

 

$

10.2

 

 

No contribution to the pension trust will be necessary in or for 2011, nor will limitations on benefit payments apply.  Prior to July 15, 2010, the SCPSC allowed SCE&G to defer as a regulatory asset the amount of pension cost exceeding amounts included in rates for its retail electric and gas distribution regulated operations.  In connection with the SCPSC’s July 2010 electric rate order and November 2010 natural gas RSA order, SCE&G began deferring all pension expense and income related to retail electric and gas operations as a regulatory asset or regulatory liability, as applicable.  These costs will be deferred until such time as future rate recovery is provided for by the SCPSC.

 

56



 

AFC

 

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.  Consolidated SCE&G includes an equity portion of AFC in nonoperating income and a debt portion of AFC in interest charges (credits) as noncash items, both of which have the effect of increasing reported net income.  AFC related to the construction of two nuclear electric generation units at the site of Summer Station was offset by the decrease in AFC related to the completion of certain pollution abatement projects at coal fired plants.

 

Interest Expense

 

Interest charges increased primarily due to increased borrowings.

 

Income Taxes

 

Second Quarter

 

Income taxes (and the effective tax rate) for the three months ended June 30, 2011 were lower than the same period in 2010 primarily due to lower income before taxes, which excludes the allowance for equity funds used during construction, a nontaxable item, as well as by the recognition of certain previously deferred state income tax credits pursuant to SCE&G’s July 2010 retail electric rate order (see also the discussion at “Electric Operations”).

 

Year to Date

 

Income taxes (and the effective tax rate) for the six months ended June 30, 2011 were higher than the same period in 2010 primarily due to higher income before taxes, which excludes the allowance for equity funds used during construction, a nontaxable item, as well as by the recognition of certain previously deferred state income tax credits pursuant to the settlement of a fuel cost recovery proceeding in the first quarter of 2010 (see also the discussion at “Electric Operations”).

 

LIQUIDITY AND CAPITAL RESOURCES

 

Consolidated SCE&G anticipates that its contractual cash obligations will be met through internally generated funds and the incurrence of additional short- and long-term indebtedness.  Consolidated SCE&G expects that, barring a future impairment of the capital markets, it has or can obtain adequate sources of financing to meet its projected cash requirements for the foreseeable future, including the cash requirements for nuclear construction and refinancing maturing long-term debt.  Consolidated SCE&G’s ratio of earnings to fixed charges for the six and 12 months ended June 30, 2011 was 2.82 and 3.18, respectively.

 

SCE&G (including Fuel Company) had available the following committed LOC, and had outstanding the following LOC advances, commercial paper, and LOC-supported letter of credit obligations:

 

 

 

Consolidated SCE&G

 

 

 

June 30,

 

December 31,

 

Millions of dollars

 

2011

 

2010

 

Lines of credit:

 

 

 

 

 

Committed long-term

 

 

 

 

 

Total

 

$

1,100

 

$

1,100

 

LOC advances

 

-

 

-

 

Weighted average interest rate

 

-

 

-

 

Outstanding commercial paper (270 or fewer days) 

 

$

475

 

$

381

 

Weighted average interest rate

 

.35

%

.42

%

Letters of credit supported by LOC

 

$

.3

 

$

.3

 

Available

 

$

625

 

$

719

 

 

57



 

SCE&G and Fuel Company are parties to five-year credit agreements in the amount of $1.1 billion, of which $400 million relates to Fuel Company, which expire October 23, 2015.  These credit agreements are used for general corporate purposes, including liquidity support for each company’s commercial paper program and working capital needs and, in the case of Fuel Company, to finance or refinance the purchase of nuclear fuel, fossil fuel, and emission and other environmental allowances.  These committed long-term facilities are revolving lines of credit under credit agreements with a syndicate of banks. Wells Fargo Bank, National Association, Bank of America, N. A. and Morgan Stanley Bank, N.A. each provide 10% of the aggregate $1.1 billion credit facilities, Branch Banking and Trust Company, Credit Suisse AG, Cayman Islands Branch, JPMorgan Chase Bank, N.A., Mizuho Corporate Bank, Ltd., TD Bank N.A. and UBS Loan Finance LLC each provide 8%, and Deutsche Bank AG New York Branch, Union Bank, N.A. and U.S. Bank National Association each provide 5.3%.  Three other banks provide the remaining 6%. These bank credit facilities support the issuance of commercial paper by SCE&G (including Fuel Company). When the commercial paper markets are dislocated (due to either price or availability constraints), the credit facilities are available to support the borrowing needs of SCE&G (including Fuel Company).

 

Consolidated SCE&G is obligated with respect to an aggregate of $68.3 million of industrial revenue bonds which are secured by letters of credit issued by Branch Banking and Trust Company.  These letters of credit expire, subject to renewal, in the fourth quarter of 2011.

 

At June 30, 2011, Consolidated SCE&G had net available liquidity of approximately $653 million.  Consolidated SCE&G regularly monitors the commercial paper and short-term credit markets to optimize the timing for repayment of any outstanding balance on its draws, while maintaining appropriate levels of liquidity.  Consolidated SCE&G’s long term debt portfolio has a weighted average maturity of approximately 19 years and bears an average cost of 6.20%.  A significant portion of long-term debt, other than credit facility draws, bears fixed interest rates or is swapped to fixed.  To further preserve liquidity, Consolidated SCE&G rigorously reviews its projected capital expenditures and operating costs and adjusts them where possible without impacting safety, reliability, and core customer service.

 

Consolidated SCE&G’s liquidity is favorably impacted due to the issuance of final rules by the IRS in late 2010 related to bonus depreciation.  In addition Consolidated SCE&G recognizes a cash benefit from the method being used to account for capital maintenance, which results in certain maintenance costs being treated as current expense for income tax purposes.  Consolidated SCE&G expects these strategies to generate approximately $60 million of cash flow for 2011.  In addition, in 2011 SCE&G has received capital contributions from SCANA of approximately $49 million and expects to receive an additional $47 million related to SCANA’s issuance of stock through various compensation and dividend reinvestment plans.

 

In May 2011, SCE&G issued $100 million of 5.45% first mortgage bonds maturing on February 1, 2041, which constituted a reopening of $250 million of its 5.45% first mortgage bonds issued in January 2011.  Proceeds from these sales were used to retire $150 million of SCE&G first mortgage bonds due February 1, 2011, to repay short-term debt primarily incurred as a result of SCE&G’s construction program, to finance capital expenditures, and for general corporate purposes.

 

SCE&G paid approximately $31 million in 2011 to settle interest rate contracts associated with the issuance of long-term debt.

 

OTHER MATTERS

 

Nuclear Generation

 

SCE&G, on behalf of itself and as agent for Santee Cooper, has entered into a contractual agreement for the design and construction of two 1,117-MW nuclear generation units at the site of Summer Station.  The contract provides that SCE&G and Santee Cooper will be joint owners and share operating costs and generation output of the New Units, with SCE&G responsible for 55 percent of the cost and receiving 55 percent of the output, and Santee Cooper responsible for and receiving the remaining 45 percent.  Assuming timely receipt of federal approvals and construction proceeding as scheduled, the first unit is expected to be completed and in service in 2016, and the second in 2019.  SCE&G will be the operator of the New Units.  SCE&G’s share of the estimated cash outlays (future value, excluding AFC) totals $5.5 billion for plant costs and related transmission infrastructure costs, which costs are projected based on historical one-year and five-year escalation rates as required by the SCPSC.

 

58



 

SCE&G’s latest Integrated Resource Plan filed with the SCPSC in February 2011 continues to support SCE&G’s need for 55 percent of the output of the two units.  As previously reported, SCE&G has been advised by Santee Cooper that it is reviewing certain aspects of its capital improvement program and long-term power supply plan, including the level of its participation in the New Units.  Santee Cooper has indicated that it will seek to reduce its 45 percent ownership in the New Units.  Santee Cooper has disclosed that, in March 2011, it entered into a non-binding letter of intent with OUC that may result in the execution of a power purchase agreement with an option for OUC to acquire a portion of Santee Cooper’s ownership interest in the New Units.  Similarly, Santee Cooper announced in July 2011 that it has entered into separate letters of intent with Duke and FMPA that may result in either or both of them acquiring a portion of Santee Cooper’s ownership interest in the New Units.  SCE&G is unable to predict whether any change in Santee Cooper’s ownership interest or the addition of new joint owners will increase project costs or delay the commercial operation dates of the New Units.  Any such project cost increase or delay could be material.

 

In March 2011, a tsunami resulting from a massive earthquake severely damaged several nuclear generating units and their back-up cooling systems in Japan.  The impact of the disaster is being evaluated world-wide, and numerous political and regulatory bodies, including those in the United States, are seeking to determine if additional safety measures should be required at other existing nuclear facilities, as well as those planned for construction.  In particular, on July 12, 2011, the NRC’s Near-Term Task Force issued a report titled “Recommendations for Enhancing Reactor Safety in the 21st Century,” which SCE&G is evaluating.  SCE&G cannot predict what regulatory or other outcomes may be implemented in the United States, nor how such initiatives would impact SCE&G’s existing Summer Station or the licensing, construction or operation of the New Units.

 

In April 2011, the NRC and the USACE completed the FEIS for the New Units, concluding that there were no environmental impacts that would preclude issuing the COL for the New Units.  The NRC continues to compile its final safety evaluation report, which is expected to be completed in the summer of 2011.

 

Fuel Contract

 

On January 27, 2011, SCE&G, for itself and as agent for Santee Cooper, and Westinghouse entered into a fuel alliance agreement and contracts for fuel fabrication and related services. Under these contracts, Westinghouse will supply enriched nuclear fuel assemblies for Summer Station Unit 1 and the New Units.  Westinghouse will be SCE&G’s exclusive provider of such fuel assemblies on a cost-plus basis. The fuel assemblies to be delivered under the contracts are expected to supply the nuclear fuel requirements of Summer Station Unit 1 and the New Units through 2033. SCE&G is dependent upon Westinghouse for providing fuel assemblies for the new AP1000 passive reactors in the New Units in the current and anticipated future absence of other commercially viable sources.  Westinghouse currently provides maintenance and engineering support to Summer Station Unit 1 under a services alliance arrangement, and SCE&G has also contracted for Westinghouse to provide similar support services to the New Units upon their completion and commencement of commercial operation in 2016 and 2019, respectively.

 

Air Quality

 

In 2005, the EPA issued the CAIR, which required the District of Columbia and 28 states, including South Carolina, to reduce nitrogen oxide and sulfur dioxide emissions in order to attain mandated state levels.  CAIR set emission limits to be met in two phases beginning in 2009 and 2015, respectively, for nitrogen oxide and beginning in 2010 and 2015, respectively, for sulfur dioxide.  SCE&G and GENCO determined that additional air quality controls would be needed to meet the CAIR requirements.  SCE&G has completed the installation of SCR technology at Cope Station for nitrogen oxide reduction, and GENCO has completed installation of a wet limestone scrubber at Williams Station for sulfur dioxide reduction.  SCE&G also installed a wet limestone scrubber at Wateree Station.  On July 6, 2011 the EPA issued the Cross-State Air Pollution Rule.  This rule replaces CAIR and the Clean Air Transport Rule proposed in July 2010 and is aimed at addressing power plant emissions that may contribute to air pollution in other states.  The rule requires states in the eastern United States to reduce power plant emissions, specifically sulfur dioxide and nitrogen oxide.  The air quality control installations that SCE&G and GENCO have completed should assist Consolidated SCE&G in complying with the Cross-State Air Pollution Rule.  Consolidated SCE&G will continue to pursue strategies to comply with all applicable environmental regulations.  Any costs incurred to comply with this rule or other rules issued by the EPA in the future are expected to be recoverable through rates.

 

59



 

In 2005, the EPA issued the CAMR which established a mercury emissions cap and trade program for coal-fired power plants.  Numerous parties challenged the rule and, on February 8, 2008, the United States Circuit Court for the District of Columbia vacated the rule for electric utility steam generating units.  In March 2011, EPA proposed new standards for mercury and other specified air pollutants.  The proposed rule provides up to four years for facilities to meet the standards once promulgated.  The EPA is expected to finalize the rule in November 2011.  The proposed rule is currently being evaluated by Consolidated SCE&G. Any costs incurred to comply with this rule or other rules issued by the EPA in the future are expected to be recoverable through rates.

 

SCE&G maintains an environmental assessment program to identify and evaluate its current and former operations sites that could require environmental clean-up.  As site assessments are initiated, estimates are made of the amount of expenditures, if any, deemed necessary to investigate and remediate each site.  These estimates are refined as additional information becomes available; therefore, actual expenditures could differ significantly from the original estimates.  Amounts estimated and accrued to date for site assessments and clean-up relate solely to regulated operations.  SCE&G defers site assessment and cleanup costs and expects to recover them through rates.

 

SCE&G is responsible for four decommissioned MGP sites in South Carolina which contain residues of by-product chemicals.  These sites are in various stages of investigation, remediation and monitoring under work plans approved by DHEC.  SCE&G anticipates that major remediation activities at these sites will continue until 2012 and will cost an additional $8.7 million.  In addition, the National Park Service of the Department of the Interior made a demand to SCE&G for payment of $9.1 million for certain costs and damages relating to the MGP site in Charleston, South Carolina.  In May 2011, the parties agreed to settle for $3.75 million (which amount SCE&G had previously accrued) and are awaiting judicial approval of the settlement.  SCE&G expects to recover any cost arising from the remediation of MGP sites through rates.  At June 30, 2011, deferred amounts, net of amounts previously recovered through rates and insurance settlements, totaled $25.6 million and are included in regulatory assets.

 

For additional information related to environmental matters and claims and litigation, see Note 9 to the condensed consolidated financial statements.

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

Interest Rate Risk-Consolidated SCE&G’s market risk exposures relative to interest rate risk have not changed materially compared with SCE&G’s Annual Report on Form 10-K for the year ended December 31, 2010.  Interest rates on a significant portion of Consolidated SCE&G’s outstanding long-term debt, other than credit facility draws, are fixed either through the issuance of fixed rate debt or through the use of interest rate derivatives.  Consolidated SCE&G is not aware of any facts or circumstances that would significantly affect exposures on existing indebtedness in the near future.

 

For further discussion of changes in long-term debt and interest rate derivatives, see ITEM 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - LIQUIDITY AND CAPITAL RESOURCES and also Notes 4 and 6 of the condensed consolidated financial statements.

 

60



 

Commodity price risk - SCE&G uses derivative instruments to hedge forward purchases and sales of natural gas, which create market risks of different types.  See Note 6 of the condensed consolidated financial statements.  The following table provides information about SCE&G’s financial instruments that are sensitive to changes in natural gas prices.  Weighted average settlement prices are per 10,000 DT.  Fair value represents quoted market prices for these or similar instruments.

 

Expected Maturity:

 

 

 

Options

 

 

 

 

 

Purchased Call

 

2011

 

(Long)

 

Strike Price (a)

 

4.78

 

Contract Amount (b)

 

6.4

 

Fair Value (b)

 

0.3

 

 

 

 

 

2012

 

 

 

Strike Price (a)

 

5.05

 

Contract Amount (b)

 

5.5

 

Fair Value (b)

 

0.4

 

 

(a)Weighted average, in dollars

(b)Millions of dollars

 

ITEM 4.  CONTROLS AND PROCEDURES

 

As of June 30, 2011, SCE&G conducted an evaluation under the supervision and with the participation of its management, including its CEO and CFO, of (a) the effectiveness of the design and operation of its disclosure controls and procedures and (b) any change in its internal control over financial reporting.  Based on this evaluation, the CEO and CFO concluded that, as of June 30, 2011, SCE&G’s disclosure controls and procedures were effective.  There has been no change in SCE&G’s internal control over financial reporting during the quarter ended June 30, 2011 that has materially affected or is reasonably likely to materially affect SCE&G’s internal control over financial reporting.

 

61



 

PART II.  OTHER INFORMATION

 

ITEM 6.  EXHIBITS

 

SCANA and SCE&G:

 

Exhibits filed or furnished with this Quarterly Report on Form 10-Q are listed in the following Exhibit Index.

 

As permitted under Item 601(b) (4) (iii) of Regulation S-K, instruments defining the rights of holders of long-term debt of less than 10 percent of the total consolidated assets of SCANA, for itself and its subsidiaries, and of SCE&G, for itself and its consolidated affiliates, have been omitted and SCANA and SCE&G agree to furnish a copy of such instruments to the SEC upon request.

 

62



 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, each of the registrants has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.  The signature of each registrant shall be deemed to relate only to matters having reference to such registrant and any subsidiaries thereof.

 

 

SCANA CORPORATION

 

 

SOUTH CAROLINA ELECTRIC & GAS COMPANY

 

 

(Registrants)

 

 

 

 

 

 

By:

/s/James E. Swan, IV

August 4, 2011

 

 

James E. Swan, IV

 

 

 

Controller

 

 

 

(Principal accounting officer)

 

63



 

EXHIBIT INDEX

 

 

 

Applicable to
Form 10-Q of

 

 

Exhibit No.

 

SCANA

 

SCE&G

 

Description

 

 

 

 

 

 

 

3.01

 

X

 

 

 

Restated Articles of Incorporation of SCANA, as adopted on April 26, 1989 (Filed as Exhibit 3-A to Registration Statement No. 33-49145 and incorporated by reference herein)

 

 

 

 

 

 

 

3.02

 

X

 

 

 

Articles of Amendment dated April 27, 1995 (Filed as Exhibit 4-B to Registration Statement No. 33-62421 and incorporated by reference herein)

 

 

 

 

 

 

 

3.03

 

X

 

 

 

Articles of Amendment effective April 25, 2011 (Filed as Exhibit 4.03 to Registration Statement No. 333-174796 and incorporated by reference herein)

 

 

 

 

 

 

 

3.04

 

 

 

X

 

Restated Articles of Incorporation of SCE&G, as adopted on December 30, 2009 (Filed as Exhibit 1 to Form 8-A (File Number 000-53860) and incorporated by reference herein)

 

 

 

 

 

 

 

3.05

 

X

 

 

 

By-Laws of SCANA as amended and restated as of February 19, 2009 (Filed as Exhibit 4.04 to Registration Statement No. 333-174796 and incorporated by reference herein)

 

 

 

 

 

 

 

3.06

 

 

 

X

 

By-Laws of SCE&G as revised and amended on February 22, 2001 (Filed as Exhibit 3.05 to Registration Statement No. 333-65460 and incorporated by reference herein)

 

 

 

 

 

 

 

4.01

 

X

 

 

 

First Supplemental Indenture dated as of November 1, 2009 to Indenture dated as of November 1, 1989 between SCANA Corporation and The Bank of New York Mellon Trust Company, N. A. (successor to The Bank of New York), as Trustee) (Filed as Exhibit 99.01 to Registration Statement No. 333-174796 and incorporated by reference herein)

 

 

 

 

 

 

 

4.02

 

X

 

 

 

Junior Subordinated Indenture dated as of November 1, 2009 between SCANA Corporation and U. S. Bank National Association, as Trustee (Filed as Exhibit 99.02 to Registration Statement No. 333-174796 and incorporated by reference herein)

 

 

 

 

 

 

 

4.03

 

X

 

 

 

First Supplemental Indenture to Junior Subordinated Indenture referred to in Exhibit 4.02 dated as of November 1, 2009 (Filed as Exhibit 99.03 to Registration Statement No. 333-174796 and incorporated by reference herein)

 

 

 

 

 

 

 

*10.01

 

X

 

X

 

SCANA Executive Deferred Compensation Plan (including amendments through December 31, 2009) (Filed as Exhibit 99.04 to Registration Statement No. 333-174796 and incorporated by reference herein)

 

 

 

 

 

 

 

*10.02

 

X

 

X

 

SCANA Supplemental Executive Retirement Plan (including amendments through December 31, 2009) (Filed as Exhibit 99.05 to Registration Statement No. 333-174796 and incorporated by reference herein)

 

 

 

 

 

 

 

*10.03

 

X

 

X

 

SCANA Director Compensation and Deferral Plan (including amendments through April 21, 2011) (Filed as Exhibit 4.05 to Registration Statement No. 333-174796 and incorporated by reference herein)

 

64



 

 

 

Applicable to
Form 10-Q of

 

 

Exhibit No.

 

SCANA

 

SCE&G

 

Description

 

 

 

 

 

 

 

*10.04

 

X

 

X

 

SCANA Supplementary Executive Benefit Plan (including amendments through December 31, 2009) (Filed as Exhibit 99.07 to Registration Statement No. 333-174796 and incorporated by reference herein)

 

 

 

 

 

 

 

*10.05

 

X

 

X

 

SCANA Short-Term Annual Incentive Plan (including amendments through December 31, 2009) (Filed as Exhibit 99.08 to Registration Statement No. 333-174796 and incorporated by reference herein)

 

 

 

 

 

 

 

*10.06

 

X

 

X

 

SCANA Supplementary Key Executive Severance Benefits Plan (including amendments through December 31, 2009) (Filed as Exhibit 99.09 to Registration Statement No. 333-174796 and incorporated by reference herein)

 

 

 

 

 

 

 

31.01

 

X

 

 

 

Certification of Principal Executive Officer Required by Rule 13a-14 (Filed herewith)

 

 

 

 

 

 

 

31.02

 

X

 

 

 

Certification of Principal Financial Officer Required by Rule 13a-14 (Filed herewith)

 

 

 

 

 

 

 

31.03

 

 

 

X

 

Certification of Principal Executive Officer Required by Rule 13a-14 (Filed herewith)

 

 

 

 

 

 

 

31.04

 

 

 

X

 

Certification of Principal Financial Officer Required by Rule 13a-14 (Filed herewith)

 

 

 

 

 

 

 

32.01

 

X

 

 

 

Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350
(Furnished herewith)

 

 

 

 

 

 

 

32.02

 

X

 

 

 

Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350
(Furnished herewith)

 

 

 

 

 

 

 

32.03

 

 

 

X

 

Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350
(Furnished herewith)

 

 

 

 

 

 

 

32.04

 

 

 

X

 

Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350
(Furnished herewith)

 

 

 

 

 

 

 

101. INS**

 

X

 

X

 

XBRL Instance Document

 

 

 

 

 

 

 

101. SCH**

 

X

 

X

 

XBRL Taxonomy Extension Schema

 

 

 

 

 

 

 

101. CAL**

 

X

 

X

 

XBRL Taxonomy Extension Calculation Linkbase

 

 

 

 

 

 

 

101. DEF**

 

X

 

X

 

XBRL Taxonomy Extension Definition Linkbase

 

 

 

 

 

 

 

101. LAB**

 

X

 

X

 

XBRL Taxonomy Extension Label Linkbase

 

 

 

 

 

 

 

101. PRE**

 

X

 

X

 

XBRL Taxonomy Extension Presentation Linkbase

 

*                 Management Contract or Compensatory Plan or Arrangement

 

**   Pursuant to Rule 406T of Regulation S-T, this interactive data file is deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.

 

65