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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
(Mark One)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1995
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 1-3375
South Carolina Electric & Gas Company
(Exact name of registrant as specified in its charter)
South Carolina 57-0248695
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
1426 Main Street, Columbia, South Carolina 29201
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (803) 748-3000
Former name, former address and former fiscal year, if changed since last
report.
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes X . No .
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all
documents and reports required to be filed by Section 12, 13 or 15(d) of
the Securities Exchange Act of 1934 subsequent to the distribution of
securities under a plan confirmed by a court. Yes . No .
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
As of April 30, 1995, there were issued and outstanding 40,296,147
shares of the registrant's common stock $4.50 par value, all of which
were held, beneficially and of record, by SCANA Corporation.
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SOUTH CAROLINA ELECTRIC & GAS COMPANY
INDEX
PART I. FINANCIAL INFORMATION Page
Item 1. Financial Statements
Consolidated Balance Sheets as of March 31, 1995
and December 31, 1994................................... 3
Consolidated Statements of Income and Retained Earnings
for the Periods Ended March 31, 1995 and 1994........... 5
Consolidated Statements of Cash Flows for the Periods
Ended March 31, 1995 and 1994........................... 6
Notes to Consolidated Financial Statements................ 7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations.................. 9
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.................................... 12
Item 6. Exhibits and Reports on Form 8-K..................... 12
Signatures....................................................... 13
Exhibit Index.................................................... 14
2
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<TABLE>
PART I
FINANCIAL INFORMATION
SOUTH CAROLINA ELECTRIC & GAS COMPANY
CONSOLIDATED BALANCE SHEETS
As of March 31, 1995 and December 31, 1994
(Unaudited)
<S> <C> <C> <C>
March 31, December 31,
1995 1994
(Thousands of Dollars)
ASSETS
Utility Plant:
Electric............................................. $3,220,943 $3,165,391
Gas.................................................. 307,228 307,929
Transit.............................................. 3,413 3,785
Common............................................... 77,040 77,327
Total.............................................. 3,608,624 3,554,432
Less accumulated depreciation and amortization....... 1,191,836 1,171,758
Total.............................................. 2,416,788 2,382,674
Construction work in progress........................ 591,521 571,867
Nuclear fuel, net of accumulated amortization........ 39,085 43,591
Utility Plant, Net............................... 3,047,394 2,998,132
Nonutility Property and Investments, net of
accumulated depreciation............................. 11,903 11,931
Current Assets:
Cash and temporary cash investments.................. - 346
Receivables - customer and other..................... 126,105 127,679
Receivables - affiliated companies................... 13,989 18,121
Inventories (at average cost):
Fuel............................................... 37,328 31,310
Materials and supplies............................. 42,110 43,228
Prepayments.......................................... 15,386 14,389
Accumulated deferred income taxes.................... 17,931 17,931
Total Current Assets............................. 252,849 253,004
Deferred Debits:
Emission allowances.................................. 22,374 19,409
Unamortized debt expense............................. 11,538 11,690
Unamortized deferred return on plant investment...... 9,553 10,614
Nuclear plant decommissioning fund................... 31,805 30,383
Other................................................ 244,038 251,928
Total Deferred Debits............................ 319,308 324,024
Total................................. $3,631,454 $3,587,091
See notes to consolidated financial statements.
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SOUTH CAROLINA ELECTRIC & GAS COMPANY
CONSOLIDATED BALANCE SHEETS
As of March 31, 1995 and December 31, 1994
(Unaudited)
<S> <C> <S> <C> <C> <C>
March 31, December 31,
1995 1994
(Thousands of Dollars)
CAPITALIZATION AND LIABILITIES
Stockholders' Investment:
Common Equity:
Common stock ($4.50 par value)...................... $ 181,333 $ 181,333
Premium on common stock and other paid-in capital... 646,002 633,441
Capital stock expense (debit)....................... (5,415) (5,443)
Retained earnings................................... 339,353 324,101
Total Common Equity............................... 1,161,273 1,133,432
Preferred stock (Not subject to purchase or sinking
funds).............................................. 26,027 26,027
Total Stockholders' Investment.................... 1,187,300 1,159,459
Preferred stock, net (Subject to purchase or
sinking funds)........................................ 47,763 49,528
Long-term debt, net..................................... 1,269,060 1,231,191
Total Capitalization............................ 2,504,123 2,440,178
Current Liabilities:
Short-term borrowings................................. 99,680 100,000
Notes payable - affiliated companies.................. 22,374 19,409
Current portion of long-term debt..................... 34,120 33,042
Current portion of preferred stock.................... 2,338 2,418
Accounts payable...................................... 39,993 61,466
Accounts payable - affiliated companies............... 42,305 33,357
Customer deposits..................................... 12,569 12,668
Taxes accrued......................................... 27,710 46,646
Interest accrued...................................... 21,808 21,534
Dividends declared.................................... 30,016 28,489
Other................................................. 14,376 15,525
Total Current Liabilities....................... 347,289 374,554
Deferred Credits:
Accumulated deferred income taxes..................... 510,934 503,723
Accumulated deferred investment tax credits........... 80,739 81,546
Accumulated reserve for nuclear plant decommissioning. 31,805 30,383
Other................................................. 156,564 156,707
Total Deferred Credits.......................... 780,042 772,359
Total ................................. $3,631,454 $3,587,091
See notes to consolidated financial statements.
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SOUTH CAROLINA ELECTRIC & GAS COMPANY
CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS
For the Periods Ended March 31, 1995 and 1994
(Unaudited)
<S> <C> <C> <C>
Three Months Ended
March 31,
1995 1994
(Thousands of Dollars)
OPERATING REVENUES:
Electric.................................... $230,609 $234,889
Gas......................................... 77,124 77,411
Transit..................................... 1,026 1,021
Total Operating Revenues............... 308,759 313,321
OPERATING EXPENSES:
Fuel used in electric generation............ 36,094 40,993
Purchased power (including
affiliated purchases)..................... 24,481 28,468
Gas purchased from affiliate
for resale................................ 42,284 43,956
Other operation............................. 52,246 51,377
Maintenance................................. 13,851 14,725
Depreciation and amortization............... 27,709 26,690
Income taxes................................ 25,875 26,427
Other taxes................................. 19,030 17,165
Total Operating Expenses............... 241,570 249,801
OPERATING INCOME.............................. 67,189 63,520
OTHER INCOME:
Allowance for equity funds used
during construction....................... 2,406 2,073
Other income (loss),net of
income taxes.............................. (137) (101)
Total Other Income..................... 2,269 1,972
INCOME BEFORE INTEREST CHARGES................ 69,458 65,492
INTEREST CHARGES (CREDITS):
Interest expense............................ 26,829 21,775
Allowance for borrowed funds
used during construction.................. (2,620) (1,623)
Total Interest Charges, Net............ 24,209 20,152
NET INCOME.................................... 45,249 45,340
Preferred Stock Cash Dividends
(at stated rates)........................... (1,434) (1,539)
Earnings Available for Common Stock........... 43,815 43,801
Retained Earnings at Beginning
of Period................................... 324,101 291,713
Common Stock Cash Dividends
Declared.................................... (28,563) (28,100)
Retained Earnings at End of Period............ $339,353 $307,414
See notes to consolidated financial statements.
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SOUTH CAROLINA ELECTRIC & GAS COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Periods Ended March 31, 1995 and 1994
(Unaudited)
<S> <C> <C> <C>
Three Months Ended
March 31,
1995 1994
(Thousands of Dollars)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income........................................... $ 45,249 $ 45,340
Adjustments to reconcile net income to net cash
provided from operating activities:
Depreciation and amortization...................... 27,743 26,729
Amortization of nuclear fuel....................... 4,974 3,835
Deferred income taxes, net......................... 7,020 14,909
Deferred investment tax credits, net............... (807) (481)
Net regulatory asset-adoption of SFAS No. 109...... 1,186 (929)
Nuclear refueling accrual.......................... 1,740 1,756
Allowance for funds used during construction....... (5,026) (3,696)
Over (under) collections, fuel adjustment clause... 24,965 5,053
Early retirements.................................. (6,445) 113
Emission allowances................................ (2,965) -
Changes in certain current assets and liabilities:
Decrease in receivables........................... 5,707 6,380
(Increase) decrease in inventories................ (4,900) 3,764
Decrease in accounts payable...................... (12,525) (36,546)
Decrease in estimated rate refunds and
related interest................................ - (727)
Decrease in taxes accrued......................... (18,936) (20,238)
Increase (decrease) in interest accrued........... 274 2,376
Other, net........................................ (14,092) 2,370
Net Cash Provided From Operating Activities............ 53,162 50,008
CASH FLOWS FROM INVESTING ACTIVITIES:
Utility property additions and construction
expenditures....................................... (82,563) (110,608)
Nonutility Property and investments.................. (7) (136)
Principal noncash items:
Allowance for funds used during construction....... 5,026 3,696
Transfer of assets from SCANA...................... - 6,285
Net Cash Used For Investing Activities................. (77,544) (100,763)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds:
Equity contribution from parent.................... 12,587 10,652
Other long-term debt............................... 37,577 -
Repayments:
Other long-term debt............................... (287) (207)
Preferred stock.................................... (1,846) (1,770)
Dividend payments:
Common stock....................................... (27,000) (28,400)
Preferred stock.................................... (1,470) (1,558)
Short-term borrowings, net........................... (320) 82,394
Fuel financings, net................................. 4,795 482
Advances - affiliated companies, net................. - 5,302
Net Cash Provided From Financing Activities............ 24,036 66,895
NET INCREASE (DECREASE) IN CASH AND
TEMPORARY CASH INVESTMENTS........................... (346) 16,140
CASH AND TEMPORARY CASH INVESTMENTS AT JANUARY 1....... 346 193
CASH AND TEMPORARY CASH INVESTMENTS AT MARCH 31........ $ - $ 16,333
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for - Interest (includes capitalized
interest of $2,620 and $1,623)...... $ 26,372 $ 19,233
- Income taxes......................... 2,055 2,754
See notes to consolidated financial statements.
</TABLE>
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SOUTH CAROLINA ELECTRIC & GAS COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 1995
(Unaudited)
The following notes should be read in conjunction with the
Notes to Consolidated Financial Statements appearing in the
Company's Annual Report on Form 10-K for the year ended
December 31, 1994. These are interim financial statements and,
because of temperature variations between seasons of the year, the
amounts reported in the Consolidated Statements of Income are not
necessarily indicative of amounts expected for the year. In the
opinion of management, the information furnished herein reflects
all adjustments, all of a normal recurring nature, which are
necessary for a fair statement of the results for the interim
periods reported.
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
A. Principles of Consolidation:
The Company, a public utility, is a South Carolina
corporation organized in 1924 and a wholly owned subsidiary
of SCANA Corporation (SCANA), a South Carolina holding
company. The accompanying Consolidated Financial Statements
include the accounts of the Company and South Carolina Fuel
Company, Inc. (Fuel Company), an affiliate. Intercompany
balances and transactions between the Company and Fuel
Company have been eliminated in consolidation.
The Company has entered into agreements with certain
affiliates to purchase gas for resale to its distribution
customers and to purchase electric energy. The Company
purchases all of its natural gas requirements from South
Carolina Pipeline Corporation. The Company purchases all of
the electric generation of Williams Station, which is owned
by South Carolina Generating Company, Inc., under a unit
power sales agreement. Such unit power purchases are
included in "Purchased power."
B. Reclassifications:
Certain amounts from prior periods have been reclassified to
conform with the 1995 presentation.
2. RATE MATTERS:
With respect to rate matters at March 31, 1995, reference is
made to Note 2 of Notes to Consolidated Financial Statements
in the Company's Annual Report on Form 10-K for the year
ended December 31, 1994. No changes have occurred with
respect to those matters as reported therein.
3. RETAINED EARNINGS:
The Restated Articles of Incorporation of the Company and the
Indenture underlying certain of its bond issues contain
provisions that may limit the payment of cash dividends on
common stock. In addition, with respect to hydroelectric
projects, the Federal Power Act may require the appropriation
of a portion of the earnings therefrom. At March 31, 1995
approximately $13.8 million of retained earnings were
restricted as to payment of dividends on common stock.
4. COMMITMENTS AND CONTINGENCIES:
With respect to commitments at March 31, 1995, reference is
made to Note 10 of Notes to Consolidated Financial
Statements appearing in the Company's Annual Report on
Form 10-K for the year ended December 31, 1994. No
significant changes have occurred with respect to those
matters as reported therein.
Contingencies at March 31, 1995 are as follows:
A. Nuclear Insurance
The Price-Anderson Indemnification Act, which deals with the
Company's public liability for a nuclear incident, currently
establishes the liability limit for third-party claims
associated with any nuclear incident at $8.9 billion. Each
reactor licensee is currently liable for up to $79.3 million
per reactor owned for each nuclear incident occurring at any
reactor in the United States, provided that not more than $10
million of the liability per reactor would be assessed per
year. The Company's maximum assessment, based on its two-
thirds ownership of Summer Station, would be approximately
$52.9 million per incident but not more than $6.7 million per
year.
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The Company currently maintains policies (for itself and on
behalf of the PSA) with Nuclear Electric Insurance Limited
(NEIL) and American Nuclear Insurers (ANI) providing combined
property and decontamination insurance coverage of $1.4
billion for any losses in excess of $500 million pursuant
to existing primary coverages (with ANI) on Summer Station.
The Company pays annual premiums and, in addition, could be
assessed a retroactive premium not to exceed 7 1/2 times its
annual premium in the event of property damage loss to any
nuclear generating facilities covered by NEIL. Based on the
current annual premium, this retroactive premium would not
exceed $8.2 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 the Company's rates would not recover the cost of
any purchased replacement power, the Company will retain the
risk of loss as a self-insurer. The Company has no reason to
anticipate a serious nuclear incident at Summer Station. If
such an incident were to occur, it could have a materially
adverse impact on the Company's financial position.
B. Environmental
The Company has an environmental assessment program to
identify and assess current and former operations sites that
could require environmental cleanup. As site assessments are
initiated, an estimate is made of the amount of expenditures,
if any, necessary to investigate and clean up each site.
These estimates are refined as additional information becomes
available; therefore actual expenditures could significantly
differ from the original estimates. Amounts estimated and
accrued to date for site assessment and cleanup relate
primarily to regulated operations; such amounts have been
deferred (approximately $19.3 million) and are being
amortized and recovered through rates over a ten-year period
for electric operations and an eight-year period for gas
operations.
In September 1992 the Environmental Protection Agency (EPA)
notified SCE&G, the City of Charleston and the Charleston
Housing Authority of their potential liability for the
investigation and cleanup of the Calhoun Park Area Site in
Charleston, South Carolina. This site originally encompassed
approximately 18 acres and included properties which were the
locations for industrial operations, including a wood
preserving (creosote) plant and one of SCE&G's decommissioned
manufactured gas plants. The original scope of this
investigation has been expanded to approximately 30 acres
including adjacent properties owned by the National Park
Service and the City of Charleston, and private properties.
The site has not been placed on the National Priority List,
but may be added before cleanup is initiated. The
potentially responsible parties (PRP) have agreed with the
EPA to participate in an innovative approach to site
investigation and cleanup called "Superfund Accelerated
Cleanup Model," allowing the pre-cleanup site investigations
process to be compressed significantly. The PRPs have
negotiated an administrative order by consent for the conduct
of a Remedial Investigation/Feasibility Study (RI/FS) and a
corresponding Scope of Work. Actual field work began
November 1, 1993 after final approval and authorization was
granted by EPA. SCE&G is also working with the City of
Charleston to investigate potential contamination from the
manufactured gas plant which may have migrated to the city's
aquarium site. In 1994 the City of Charleston notified SCE&G
that it considers SCE&G to be responsible for a $43.5 million
increase in costs of the aquarium project attributable to
delays resulting from contamination of the Calhoun Park area
site. SCE&G believes it has meritorious defenses against
this claim and does not expect its resolution to have a
material impact on its financial position or future results
of operations.
8
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SOUTH CAROLINA ELECTRIC & GAS COMPANY
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Material Changes in Capital Resources and Liquidity
From December 31, 1994 to March 31, 1995
Competition
The electric utility industry has begun a major transition
that could lead to expanded market competition and less regulatory
protection. Future deregulation of electric wholesale and retail
markets will create opportunities to compete for new and existing
customers and markets. As a result, profit margins and asset
values of some utilities could be adversely affected. The pace of
deregulation, the future market price of electricity, and the
regulatory actions which may be taken by the Public Service
Commission of South Carolina (PSC) in response to the changing
environment cannot be predicted. However, the Company is
aggressively pursuing actions to position itself strategically for
the transformed environment.
Liquidity and Capital Resources
The cash requirements of the Company arise primarily from its
operational needs and construction program. The ability of the
Company to replace existing plant investment, as well as to expand
to meet future demands for electricity and gas, will depend upon
its ability to attract the necessary financial capital on
reasonable terms. The Company recovers the costs of providing
services through rates charged to customers. Rates for regulated
services are based on historical costs. As customer growth and
inflation occur and the Company expands its construction program it
is necessary to seek increases in rates. As a result the Company's
future financial position and results of operations will be
impacted by its ability to obtain adequate and timely rate relief.
The following table summarizes how the Company generated funds
for its utility property additions and construction expenditures
during the three months ended March 31, 1995 and 1994:
Three Months Ended
March 31,
1995 1994
(Thousands of Dollars)
Net cash provided from operating activities $ 53,162 $ 50,008
Net cash provided from financing activities 24,036 66,895
Cash and temporary cash investments available
at the beginning of the period 346 193
Net cash available for utility property
additions and construction expenditures $ 77,544 $117,096
Funds used for utility property additions
and construction expenditures, net of
noncash allowance for funds used during
construction $ 77,537 $106,912
On April 5, 1995 the Company issued $100 million of First
Mortgage Bonds, 7 5/8% series due April 1, 2025 to repay short-term
borrowings.
The Company anticipates that the remainder of its 1995 cash
requirements will be met primarily through internally generated
funds, sales of additional securities, additional equity
contributions from SCANA and the incurrence of additional short-
term and long-term indebtedness. The timing and amount of such
financings will depend upon market conditions and other factors.
The ratio of earnings to fixed charges for the twelve months
ended March 31, 1995 was 3.33.
The Company expects that it has or can obtain adequate sources
of financing to meet its cash requirements for the next twelve
months and for the foreseeable future.
9
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SOUTH CAROLINA ELECTRIC & GAS COMPANY
Results of Operations
For the Three Months Ended March 31, 1995
As Compared to the Corresponding Period in 1994
Earnings and Dividends
Net income of $45.2 million for the three months ended March
31, 1995 was approximately equal to net income for the
corresponding period in 1994. Increase in electric and gas margins
were offset by increases in fixed operating costs.
AFC is a utility accounting practice whereby a portion of the
cost of both equity and borrowed funds used to finance construction
(which is shown on the balance sheet as construction work in
progress) is capitalized. Both the equity and the debt portions of
AFC are noncash items of nonoperating income which have the effect
of increasing reported net income. AFC represented approximately
7% and 5% of income before income taxes for the three months ended
March 31, 1995 and 1994, respectively.
On February 14, 1995 the Company's Board of Directors
authorized the payment of a dividend on common stock of $28,563,836
for the quarter ended March 31, 1995. The dividend was paid on
April 1, 1995 to SCANA Corporation, the Company's parent.
On April 27, 1995, the Company's Board of Directors authorized
the payment of a dividend on common stock of $29,700,000 for the
quarter ended June 30, 1995. The dividend is payable on July 1,
1995 to SCANA Corporation , the Company's parent.
Sales Margins
The change in the electric sales margin for the three months
ended March 31, 1995, when compared to the corresponding period in
1994, was as follows:
Three Months
Change % Change
(Millions)
Electric operating revenues $(4.3) (1.8)
Less: Fuel used in electric
generation (4.9) (12.0)
Purchased power (4.0) (14.0)
Margin $ 4.6 2.8
The electric sales margin increased for the three months ended
March 31, 1995 compared to the corresponding period in 1994. The
combined impact of improved economic conditions which resulted in
increased electric sales to commercial and industrial customers and
the base rate increase received by SCE&G in mid-1994 more than
offset the negative impact of milder weather experienced during the
first quarter of 1995.
The change in the gas sales margin for the three months ended
March 31, 1995, when compared to the corresponding period in 1994,
was as follows:
Three Months
Change % Change
(Millions)
Gas operating revenues $(0.3) (0.4)
Less: Gas purchased for resale (1.7) (3.8)
Margin $ 1.4 4.1
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The increase in the gas sales margin for the three months
reflects increases in interruptible industrial sales.
Other Operating Expenses
Increases (decreases) in other operating expenses, including
taxes, for the three months ended March 31, 1995 compared to the
corresponding period in 1994 are presented in the following
table:
Three Months
Change % Change
(Millions)
Other operation and maintenance $ - -
Depreciation and amortization 1.0 3.8
Income taxes (.6) (2.1)
Other taxes 1.9 10.9
Total $ 2.3 1.7
Other operation and maintenance expenses for the three months
ended March 31, 1995 remained at 1994 levels overall with increases
in some operation costs offset by lower maintenance costs related
to plant outages. The depreciation and amortization increases for
the three months reflect additions to plant in service. The
increase in other taxes reflects higher property taxes resulting
from higher millages and assessments and higher payroll taxes.
Interest Charges
Interest expense, excluding the debt component of AFC, for the
three months ended March 31, 1995 increased $5.1 million, when
compared to the corresponding period of 1994. The increase is due
primarily to the issuance of additional debt, including commercial
paper, during the latter part of 1994 and early 1995.
11
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SOUTH CAROLINA ELECTRIC & GAS COMPANY
Part II
OTHER INFORMATION
Item 1. Legal Proceedings
For information regarding legal proceedings see Note 2 "Rate
Matters" and Note 4 "Commitments and Contingencies" of Notes
to Consolidated Financial Statements.
Items 2, 3, 4 and 5 are not applicable.
Item 6. Exhibits and Reports on Form 8-K
A. Exhibits
Exhibits filed with this Quarterly Report on Form 10-Q
are listed in the following Exhibit Index. Certain of
such exhibits which have heretofore been filed with the
Securities and Exchange Commission and which are
designated by reference to their exhibit numbers in
prior filings are hereby incorporated herein by
reference and made a part hereof.
B. Reports on Form 8-K
None
12
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SOUTH CAROLINA ELECTRIC & GAS COMPANY
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
SOUTH CAROLINA ELECTRIC & GAS COMPANY
(Registrant)
May 11, 1995 By: s/Jimmy E. Addison
Jimmy E. Addison
Vice President and Controller
(Principal Accounting Officer)
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SOUTH CAROLINA ELECTRIC & GAS COMPANY Sequentially
EXHIBIT INDEX Numbered
Number Pages
2. Plan of Acquisition, Reorganization, Arrangement,
Liquidation or Succession
Not Applicable
3. Articles of Incorporation and By-Laws
A. Restated Articles of Incorporation of the
Company as adopted on December 15 9, 1993
(Exhibit 3-A to Form 10-Q for the quarter
ended June 30, 1994, File No. 1-3375)...................... #
B. Articles of Amendment, dated June 7, 1994,
filed June 9, 1994 (Exhibit 3-B to Form 10-Q
for the quarter ended June 30, 1994, File
No. 1-3375)
C. Articles of Amendment, dated November 9, 1994
(Exhibit 3-C to Form 10-K for the year ended
December 31, 1994, File No. 1-3375)....................... #
D. Articles of Amendment, dated December 9, 1994
(Exhibit 3-D to Form 10-K for the year ended
December 31, 1994, File No. 1-3375)....................... #
E. Articles of Correction, dated January 17, 1995
(Exhibit 3-E to Form 10-K for the year ended
December 31, 1994, File No. 1-3375)....................... #
F. Articles of Amendment, dated January 13, 1995
(Exhibit 3-F to Form 10-K for the year ended
December 31, 1994, File No. 1-3375)....................... #
G. Articles of Amendment, dated March 30, 1995
(Filed herewith).......................................... 17
H. Copy of By-Laws of the Company as revised and
amended thru December 15, 1993 (Exhibit 3-AZ to
Form 10-K for the year ended December 31, 1993,
File No. 1-3375).......................................... #
4. Instruments Defining the Rights of Security
Holders, Including Indentures
A. Indenture dated as of January 1, 1945, from the
South Carolina Power Company (the "Power Company")
to Central Hanover Bank and Trust Company, as
Trustee, as supplemented by three Supplemental
Indentures dated respectively as of May 1, 1946,
May 1, 1947 and July 1, 1949 (Exhibit 2-B to
Registration No. 2-26459).................................. #
B. Fourth Supplemental Indenture dated as of April 1,
1950, to Indenture referred to in Exhibit 4A,
pursuant to which the Company assumed said
Indenture (Exhibit 2-C to Registration No. 2-26459)........ #
C. Fifth through Fifty-second Supplemental Indentures
to Indenture referred to in Exhibit 4A dated as
of the dates indicated below and filed as
exhibits to the Registration Statements and
1934 Act reports whose file numbers are set
forth below................................................ #
December 1, 1950 Exhibit 2-D to Registration No. 2-26459
July 1, 1951 Exhibit 2-E to Registration No. 2-26459
June 1, 1953 Exhibit 2-F to Registration No. 2-26459
June 1, 1955 Exhibit 2-G to Registration No. 2-26459
November 1, 1957 Exhibit 2-H to Registration No. 2-26459
September 1, 1958 Exhibit 2-I to Registration No. 2-26459
September 1, 1960 Exhibit 2-J to Registration No. 2-26459
# Incorporated herein by reference as indicated.
14
<PAGE>
SOUTH CAROLINA ELECTRIC & GAS COMPANY Sequentially
EXHIBIT INDEX Numbered
Number Pages
4. (Continued)
June 1, 1961 Exhibit 2-K to Registration No. 2-26459
December 1, 1965 Exhibit 2-L to Registration No. 2-26459
June 1, 1966 Exhibit 2-M to Registration No. 2-26459
June 1, 1967 Exhibit 2-N to Registration No. 2-29693
September 1, 1968 Exhibit 4-O to Registration No. 2-31569
June 1, 1969 Exhibit 4-C to Registration No. 33-38580
December 1, 1969 Exhibit 4-Q to Registration No. 2-35388
June 1, 1970 Exhibit 4-R to Registration No. 2-37363
March 1, 1971 Exhibit 2-B-17 to Registration No. 2-40324
January 1, 1972 Exhibit 4-C to Registration No. 33-38580
July 1, 1974 Exhibit 2-A-19 to Registration No. 2-51291
May 1, 1975 Exhibit 4-C to Registration No. 33-38580
July 1, 1975 Exhibit 2-B-21 to Registration No. 2-53908
February 1, 1976 Exhibit 2-B-22 to Registration No. 2-55304
December 1, 1976 Exhibit 2-B-23 to Registration No. 2-57936
March 1, 1977 Exhibit 2-B-24 to Registration No. 2-58662
May 1, 1977 Exhibit 4-C to Registration No. 33-38580
February 1, 1978 Exhibit 4-C to Registration No. 33-38580
June 1, 1978 Exhibit 2-A-3 to Registration No. 2-61653
April 1, 1979 Exhibit 4-C to Registration No. 33-38580
June 1, 1979 Exhibit 4-C to Registration No. 33-38580
April 1, 1980 Exhibit 4-C to Registration No. 33-38580
June 1, 1980 Exhibit 4-C to Registration No. 33-38580
December 1, 1980 Exhibit 4-C to Registration No. 33-38580
April 1, 1981 Exhibit 4-D to Registration No. 33-49421
June 1, 1981 Exhibit 4-D to Registration No. 2-73321
March 1, 1982 Exhibit 4-D to Registration No. 33-49421
April 15, 1982 Exhibit 4-D to Registration No. 33-49421
May 1, 1982 Exhibit 4-D to Registration No. 33-49421
December 1, 1984 Exhibit 4-D to Registration No. 33-49421
December 1, 1985 Exhibit 4-D to Registration No. 33-49421
June 1, 1986 Exhibit 4-D to Registration No. 33-49421
February 1, 1987 Exhibit 4-D to Registration No. 33-49421
September 1, 1987 Exhibit 4-D to Registration No. 33-49421
January 1, 1989 Exhibit 4-D to Registration No. 33-49421
January 1, 1991 Exhibit 4-D to Registration No. 33-49421
February 1, 1991 Exhibit 4-D to Registration No. 33-49421
July 15, 1991 Exhibit 4-D to Registration No. 33-49421
August 15, 1991 Exhibit 4-D to Registration No. 33-49421
April 1, 1993 Exhibit 4-E to Registration No. 33-49421
July 1, 1993 Exhibit 4-D to Registration No. 33-57955
D. Indenture dated as of April 1, 1993 from South Carolina
Electric & Gas Company to NationsBank of Georgia, National
Association (Filed as Exhibit 4-F to Registration
Statement No. 33-49421)...................................... #
E. First Supplemental Indenture to Indenture referred to
in 4-D dated as of June 1, 1993 (Filed as Exhibit 4-G
to Registration Statement No. 33-49421)...................... #
F. Second Supplemental Indenture to Indenture referred to
in 4-D dated as of June 15, 1993 (Filed as Exhibit 4-G
to Registration Statement No. 33-57955) ..................... #
10. Material Contracts
Not Applicable
11. Statement Re Computation of Per Share Earnings
Not Applicable
# Incorporated herein by reference as indicated.
15
<PAGE>
SOUTH CAROLINA ELECTRIC & GAS COMPANY
Exhibit Index (Continued)
Number
15. Letter Re Unaudited Interim Financial Information
Not Applicable
18. Letter Re Change in Accounting Principles
Not Applicable
19. Report Furnished to Security Holders
Not Applicable
22. Published Report Regarding Matters Submitted to
Vote of Security Holders
Not Applicable
23. Consents of Experts and Counsel
Not Applicable
24. Power of Attorney
Not Applicable
27. Financial Data Schedule (Filed herewith)
99. Additional Exhibits
Not Applicable
16
<PAGE>
Exhibit 3-G
STATE OF SOUTH CAROLINA
SECRETARY OF STATE
ARTICLES OF AMENDMENT
Pursuant to Section 33-10-196 of the 1976 South Carolina Code,
as amended, the undersigned corporation adopts the following
Articles of Amendment to its Articles of Incorporation:
1. The name of the Corporation is SOUTH CAROLINA ELECTRIC & GAS
COMPANY.
2. On , the corporation adopted the following
Amendment(s) of its Articles of Incorporation:
NOT APPLICABLE
3. The manner, if not set forth in the amendment, in which any
exchange, reclassification, or cancellation of issued shares
provided for in the Amendment shall be effected, is as follows:
(a) The number of redeemable shares of the Corporation
reacquired by redemption or purchase is 35,515 itemized as follows:
Class Series No. of Shares
Cumulative Preferred Stock ($100 par value) 7.70% 260
Cumulative Preferred Stock ($100 par value) 8.12% 49
Cumulative Preferred Stock ($50 par value) 8.72% 31,971
Cumulative Preferred Stock ($50 par value) 9.40% 35
Cumulative Preferred Stock ($50 par value) 6.00% 3,200
(b) The aggregate number of issued shares of the Corporation
after giving effect to such cancellation is 41,405,603, itemized as
follows:
Class Series No. of Shares
Cumulative Preferred Stock ($50 par value) 5% 125,209
Cumulative Preferred Stock ($50 par value) 4.60% 2,334
Cumulative Preferred Stock ($50 par value) 4.50% 19,088
Cumulative Preferred Stock ($50 par value) 4.60% (Series A) 28,052
Cumulative Preferred Stock ($50 par value) 5.125% 73,000
Cumulative Preferred Stock ($50 par value) 4.60% (Series B) 78,200
Cumulative Preferred Stock ($50 par value) 6% 83,200
Cumulative Preferred Stock ($50 par value) 9.40% 190,210
Cumulative Preferred Stock ($100 par value) 8.12% 126,786
Cumulative Preferred Stock ($100 par value) 7.70% 89,724
Cumulative Preferred Stock ($100 par value) 8.40% 197,668
Cumulative Preferred Stock ($50 par value) 8.72% 95,985
Common Stock ($4.50 par value) 40,296,147
41,405,603
(c) The amount of the stated capital of the Corporation after giving effect
to such cancellation is $257,514,361.50.
(d) The number of shares which the Corporation has authority to issue after
giving effect to such cancellation is 55,502,283, itemized as follows:
17
<PAGE>
Class Series No. of Shares
Cumulative Preferred Stock ($50 par value) 5% 125,209
Cumulative Preferred Stock ($50 par value) 4.60% 2,334
Cumulative Preferred Stock ($50 par value) 4.50% 19,088
Cumulative Preferred Stock ($50 par value) 4.60% (Series A) 28,052
Cumulative Preferred Stock ($50 par value) 5.125% 73,000
Cumulative Preferred Stock ($50 par value) 4.60% (Series B) 78,200
Cumulative Preferred Stock ($50 par value) 6% 83,200
Cumulative Preferred Stock ($50 par value) 9.40% 190,210
Cumulative Preferred Stock ($100 par value) 8.12% 126,786
Cumulative Preferred Stock ($100 par value) 7.70% 89,724
Cumulative Preferred Stock ($100 par value) 8.40% 197,668
Cumulative Preferred Stock ($50 par value) 8.72% 95,985
Serial Preferred Stock ($50 par value) (1 vote) 449,790
Serial Preferred Stock ($100 par value) (1 vote) 1,335,822
Serial Preferred Stock ($25 par value) (1/4 vote) 2,000,000
Serial Preferred Stock ($50 par value) (1/2 vote) 604,015
Common Stock ($4.50 par value) 50,000,000
55,499,083
4. (a) / / Amendment(s) adopted by shareholder action.
At the date of adoption of the amendment, the number of
outstanding shares of each voting group entitled to vote separately
on the Amendment, and the vote of such shares was:
Number of Number of Number of Votes Number of Undisputed
Voting Outstanding Votes Entitled Represented at Shares Voted
Group Shares to be Cast the meeting For Against
(b) / X / The Amendment(s) was duly adopted by the
incorporators or board of directors without shareholder approval
pursuant to Section 33-6-102(d), 33-10-102 and 33-10-105 of the
1976 South Carolina Code, as amended, and shareholder action was
not required.
5. Unless a delayed date is specified, the effective date of these
Articles of Amendment shall be the date of acceptance for filing by
the Secretary of State (See Section 33-1-230(b)).
Date March 30, 1995 SOUTH CAROLINA ELECTRIC & GAS COMPANY
By: K. B. Marsh
Secretary
18
<TABLE> <S> <C>
<ARTICLE> UT
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY INFORMATION EXTRACTED FROM THE CONSOLIDATED
BALANCE SHEET AS OF MARCH 31, 1995 AND THE CONSOLIDATED STATEMENTS OF INCOME
AND RETAINED EARNINGS AND OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31,
1995 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-END> MAR-31-1995
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 3,047,394
<OTHER-PROPERTY-AND-INVEST> 11,903
<TOTAL-CURRENT-ASSETS> 252,849
<TOTAL-DEFERRED-CHARGES> 319,308
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 3,631,454
<COMMON> 181,333
<CAPITAL-SURPLUS-PAID-IN> 640,587
<RETAINED-EARNINGS> 339,353
<TOTAL-COMMON-STOCKHOLDERS-EQ> 1,161,273
47,763
26,027
<LONG-TERM-DEBT-NET> 1,269,060
<SHORT-TERM-NOTES> 99,680
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 34,120
2,338
<CAPITAL-LEASE-OBLIGATIONS> 0
<LEASES-CURRENT> 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 991,193
<TOT-CAPITALIZATION-AND-LIAB> 3,631,454
<GROSS-OPERATING-REVENUE> 308,759
<INCOME-TAX-EXPENSE> 25,875
<OTHER-OPERATING-EXPENSES> 215,695
<TOTAL-OPERATING-EXPENSES> 241,570
<OPERATING-INCOME-LOSS> 67,189
<OTHER-INCOME-NET> 2,269
<INCOME-BEFORE-INTEREST-EXPEN> 69,458
<TOTAL-INTEREST-EXPENSE> 24,209
<NET-INCOME> 45,249
(1,434)
<EARNINGS-AVAILABLE-FOR-COMM> 43,815
<COMMON-STOCK-DIVIDENDS> 28,563
<TOTAL-INTEREST-ON-BONDS> 0
<CASH-FLOW-OPERATIONS> 53,162
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
