x
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Commission
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Registrant, State of Incorporation,
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I.R.S. Employer
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File Number
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Address and Telephone Number
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Identification No.
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1-8809
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SCANA Corporation
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57-0784499
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(a South Carolina corporation)
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100 SCANA Parkway, Cayce, South Carolina 29033
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(803) 217-9000
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1-3375
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South Carolina Electric & Gas Company
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57-0248695
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(a South Carolina corporation)
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100 SCANA Parkway, Cayce, South Carolina 29033
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(803) 217-9000
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SCANA Corporation
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Large accelerated filer
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Accelerated filer
¨
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Non-accelerated filer
¨
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Smaller reporting company
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South Carolina Electric & Gas Company
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Large accelerated filer
¨
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Accelerated filer
¨
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Non-accelerated filer
x
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Smaller reporting company
¨
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(1)
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the information is of a preliminary nature and may be subject to further and/or continuing review and adjustment;
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(2)
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regulatory actions, particularly changes in rate regulation, regulations governing electric grid reliability, environmental regulations, and actions affecting the construction of new nuclear units;
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(3)
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current and future litigation;
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(4)
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changes in the economy, especially in areas served by subsidiaries of SCANA;
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(5)
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the impact of competition from other energy suppliers, including competition from alternate fuels in industrial markets;
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(6)
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growth opportunities for SCANA’s regulated and diversified subsidiaries;
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(7)
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the results of short- and long-term financing efforts, including prospects for obtaining access to capital markets and other sources of liquidity;
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(8)
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changes in SCANA’s or its subsidiaries’ accounting rules and accounting policies;
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(9)
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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;
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(10)
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payment and performance by counterparties and customers as contracted and when due;
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(11)
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the results of efforts to license, site, construct and finance facilities for electric generation and transmission;
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(12)
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maintaining creditworthy joint owners for SCE&G’s new nuclear generation project;
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(13)
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the ability of suppliers, both domestic and international, to timely provide the labor, components, parts, tools, equipment and other supplies needed, at agreed upon prices, for our construction program, operations and maintenance;
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(14)
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the results of efforts to ensure the physical and cyber security of key assets and processes;
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(15)
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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;
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(16)
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the availability of skilled and experienced human resources to properly manage, operate, and grow the Company’s businesses;
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(17)
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labor disputes;
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(18)
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performance of SCANA’s pension plan assets;
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(19)
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changes in taxes;
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(20)
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inflation or deflation;
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(21)
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compliance with regulations;
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(22)
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natural disasters and man-made mishaps that directly affect our operations or the regulations governing them; and
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(23)
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the other risks and uncertainties described from time to time in the periodic reports filed by SCANA or SCE&G with the SEC.
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TERM
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MEANING
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AFC
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Allowance for Funds Used During Construction
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ANI
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American Nuclear Insurers
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ARO
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Asset Retirement Obligation
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BLRA
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Base Load Review Act
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CAIR
|
Clean Air Interstate Rule
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CAMR
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Clean Air Mercury Rule
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CEO
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Chief Executive Officer
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CFO
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Chief Financial Officer
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CGT
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Carolina Gas Transmission Corporation
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COL
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Combined Construction and Operating License
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Company
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SCANA, together with its consolidated subsidiaries
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Consolidated SCE&G
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SCE&G and its consolidated affiliates
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Consortium
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A consortium consisting of Westinghouse and Stone and Webster, Inc., a subsidiary of The Shaw Group, Inc.
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CSAPR
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Cross-State Air Pollution Rule
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CUT
|
Customer Usage Tracker
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DHEC
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South Carolina Department of Health and Environmental Control
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DSM or DSM Programs
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Demand reduction and energy efficiency programs
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DT
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Dekatherms (one million BTUs)
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Energy Marketing
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The divisions of SEMI, excluding SCANA Energy
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EPA
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United States Environmental Protection Agency
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EPC Contract
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Engineering, Procurement and Construction Agreement dated May 23, 2008
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FERC
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United States Federal Energy Regulatory Commission
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Fuel Company
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South Carolina Fuel Company, Inc.
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GENCO
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South Carolina Generating Company, Inc.
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GHG
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Greenhouse Gas
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GWh
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Gigawatt hour
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IRP
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Integrated Resource Plan
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LOC
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Lines of credit
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MGP
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Manufactured Gas Plant
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MW
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Megawatt
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NASDAQ
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The NASDAQ Stock Market, Inc.
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NEIL
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Nuclear Electric Insurance Limited
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NCUC
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North Carolina Utilities Commission
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New Units
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Nuclear Units 2 and 3 under construction at Summer Station
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NRC
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United States Nuclear Regulatory Commission
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NYMEX
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New York Mercantile Exchange
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OCI
|
Other Comprehensive Income
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ORS
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South Carolina Office of Regulatory Staff
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PGA
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Purchased Gas Adjustment
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Price-Anderson
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Price-Anderson Indemnification Act
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PRP
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Potentially Responsible Party
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PSNC Energy
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Public Service Company of North Carolina, Incorporated
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Retail Gas Marketing
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SCANA Energy
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RSA
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Natural Gas Rate Stabilization Act
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Santee Cooper
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South Carolina Public Service Authority
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Item 1.
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FINANCIAL STATEMENTS
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Millions of dollars
|
|
June 30,
2012 |
|
December 31,
2011 |
||||
Assets
|
|
|
|
|
||||
Utility Plant In Service
|
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$
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11,472
|
|
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$
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12,000
|
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Accumulated Depreciation and Amortization
|
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(3,700
|
)
|
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(3,836
|
)
|
||
Construction Work in Progress
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1,790
|
|
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1,482
|
|
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Plant to be Retired, Net
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447
|
|
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—
|
|
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Nuclear Fuel, Net of Accumulated Amortization
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173
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171
|
|
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Goodwill, net of writedown of $230
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230
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230
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Utility Plant, Net
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10,412
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10,047
|
|
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Nonutility Property and Investments:
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|
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Nonutility property, net of accumulated depreciation of $138 and $131
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307
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|
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305
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|
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Assets held in trust, net-nuclear decommissioning
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90
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|
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84
|
|
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Other investments
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|
85
|
|
|
87
|
|
||
Nonutility Property and Investments, Net
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482
|
|
|
476
|
|
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Current Assets:
|
|
|
|
|
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Cash and cash equivalents
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28
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|
|
29
|
|
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Receivables, net of allowance for uncollectible accounts of $5 and $6
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665
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756
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Inventories (at average cost):
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Fuel and gas supply
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310
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313
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Materials and supplies
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131
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|
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129
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Emission allowances
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2
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2
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Prepayments and other
|
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214
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|
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236
|
|
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Deferred income taxes
|
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17
|
|
|
26
|
|
||
Total Current Assets
|
|
1,367
|
|
|
1,491
|
|
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Deferred Debits and Other Assets:
|
|
|
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Regulatory assets
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1,265
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|
|
1,279
|
|
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Other
|
|
223
|
|
|
241
|
|
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Total Deferred Debits and Other Assets
|
|
1,488
|
|
|
1,520
|
|
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Total
|
|
$
|
13,749
|
|
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$
|
13,534
|
|
Millions of dollars
|
|
June 30,
2012 |
|
December 31,
2011 |
||||
Capitalization and Liabilities
|
|
|
|
|
|
|
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Common Equity
|
|
$
|
4,010
|
|
|
$
|
3,889
|
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Long-Term Debt, net
|
|
4,707
|
|
|
4,622
|
|
||
Total Capitalization
|
|
8,717
|
|
|
8,511
|
|
||
Current Liabilities:
|
|
|
|
|
|
|
||
Short-term borrowings
|
|
670
|
|
|
653
|
|
||
Current portion of long-term debt
|
|
176
|
|
|
31
|
|
||
Accounts payable
|
|
251
|
|
|
374
|
|
||
Customer deposits and customer prepayments
|
|
103
|
|
|
103
|
|
||
Taxes accrued
|
|
107
|
|
|
154
|
|
||
Interest accrued
|
|
78
|
|
|
74
|
|
||
Dividends declared
|
|
65
|
|
|
63
|
|
||
Derivative financial instruments
|
|
93
|
|
|
77
|
|
||
Other
|
|
79
|
|
|
113
|
|
||
Total Current Liabilities
|
|
1,622
|
|
|
1,642
|
|
||
Deferred Credits and Other Liabilities:
|
|
|
|
|
|
|
||
Deferred income taxes, net
|
|
1,595
|
|
|
1,533
|
|
||
Deferred investment tax credits
|
|
38
|
|
|
40
|
|
||
Asset retirement obligations
|
|
483
|
|
|
474
|
|
||
Postretirement benefits
|
|
296
|
|
|
291
|
|
||
Regulatory liabilities
|
|
835
|
|
|
778
|
|
||
Other
|
|
163
|
|
|
265
|
|
||
Total Deferred Credits and Other Liabilities
|
|
3,410
|
|
|
3,381
|
|
||
Commitments and Contingencies (Note 9)
|
|
—
|
|
|
—
|
|
||
Total
|
|
$
|
13,749
|
|
|
$
|
13,534
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
Millions of dollars, except per share amounts
|
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||||||
Operating Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Electric
|
|
$
|
592
|
|
|
$
|
616
|
|
|
$
|
1,137
|
|
|
$
|
1,174
|
|
Gas - regulated
|
|
127
|
|
|
135
|
|
|
404
|
|
|
497
|
|
||||
Gas - nonregulated
|
|
189
|
|
|
249
|
|
|
474
|
|
|
610
|
|
||||
Total Operating Revenues
|
|
908
|
|
|
1,000
|
|
|
2,015
|
|
|
2,281
|
|
||||
Operating Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Fuel used in electric generation
|
|
198
|
|
|
251
|
|
|
379
|
|
|
462
|
|
||||
Purchased power
|
|
4
|
|
|
8
|
|
|
10
|
|
|
10
|
|
||||
Gas purchased for resale
|
|
223
|
|
|
297
|
|
|
588
|
|
|
810
|
|
||||
Other operation and maintenance
|
|
170
|
|
|
165
|
|
|
345
|
|
|
334
|
|
||||
Depreciation and amortization
|
|
89
|
|
|
86
|
|
|
178
|
|
|
172
|
|
||||
Other taxes
|
|
53
|
|
|
51
|
|
|
106
|
|
|
103
|
|
||||
Total Operating Expenses
|
|
737
|
|
|
858
|
|
|
1,606
|
|
|
1,891
|
|
||||
Operating Income
|
|
171
|
|
|
142
|
|
|
409
|
|
|
390
|
|
||||
Other Income (Expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other income
|
|
12
|
|
|
11
|
|
|
26
|
|
|
24
|
|
||||
Other expenses
|
|
(9
|
)
|
|
(9
|
)
|
|
(19
|
)
|
|
(19
|
)
|
||||
Interest charges, net of allowance for borrowed funds used during construction of $3, $3, $4 and $5
|
|
(73
|
)
|
|
(70
|
)
|
|
(145
|
)
|
|
(139
|
)
|
||||
Allowance for equity funds used during construction
|
|
4
|
|
5
|
|
|
7
|
|
|
8
|
|
|||||
Total Other Expense
|
|
(66
|
)
|
|
(63
|
)
|
|
(131
|
)
|
|
(126
|
)
|
||||
Income Before Income Tax Expense
|
|
105
|
|
|
79
|
|
|
278
|
|
|
264
|
|
||||
Income Tax Expense
|
|
33
|
|
|
23
|
|
|
85
|
|
|
80
|
|
||||
Net Income
|
|
$
|
72
|
|
|
$
|
56
|
|
|
$
|
193
|
|
|
$
|
184
|
|
Per Common Share Data
|
|
|
|
|
|
|
|
|
||||||||
Basic Earnings Per Share of Common Stock
|
|
$
|
.55
|
|
|
$
|
.44
|
|
|
$
|
1.48
|
|
|
$
|
1.44
|
|
Diluted Earnings Per Share of Common Stock
|
|
$
|
.54
|
|
|
$
|
.43
|
|
|
$
|
1.46
|
|
|
$
|
1.42
|
|
Weighted Average Common Shares Outstanding (millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic
|
|
130.9
|
|
|
128.5
|
|
|
130.6
|
|
|
128.2
|
|
||||
Diluted
|
|
133.1
|
|
|
129.7
|
|
|
132.7
|
|
|
129.4
|
|
||||
Dividends Declared Per Share of Common Stock
|
|
$
|
.495
|
|
|
$
|
.485
|
|
|
$
|
.990
|
|
|
$
|
.970
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
Millions of dollars
|
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||||||
Net Income
|
|
$
|
72
|
|
|
$
|
56
|
|
|
$
|
193
|
|
|
$
|
184
|
|
Other Comprehensive Income (Loss), net of tax:
|
|
|
|
|
|
|
|
|
|
|
||||||
Unrealized losses on cash flow hedging activities arising during period, net of tax benefit of $2, $9, $4 and $8
|
|
(3
|
)
|
|
(15
|
)
|
|
(7
|
)
|
|
(13
|
)
|
||||
Losses on cash flow hedging activities reclassified to net income, net of tax benefit of $2, $-, $9 and $4
|
|
4
|
|
|
1
|
|
|
14
|
|
|
6
|
|
||||
Amortization of deferred employee benefit plan costs reclassified to net income, net of tax of $ -, $ -, $- and $-
|
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
|
||||
Other Comprehensive Income (Loss)
|
|
2
|
|
|
(14
|
)
|
|
8
|
|
|
(7
|
)
|
||||
Total Comprehensive Income
(1)
|
|
$
|
74
|
|
|
$
|
42
|
|
|
$
|
201
|
|
|
$
|
177
|
|
|
|
Six Months Ended June 30,
|
||||||
Millions of dollars
|
|
2012
|
|
2011
|
||||
Cash Flows From Operating Activities:
|
|
|
|
|
|
|
||
Net income
|
|
$
|
193
|
|
|
$
|
184
|
|
Adjustments to reconcile net income to net cash provided from operating activities:
|
|
|
|
|
|
|
||
Earnings from equity method investments, net of distributions
|
|
—
|
|
|
1
|
|
||
Deferred income taxes, net
|
|
65
|
|
|
45
|
|
||
Depreciation and amortization
|
|
183
|
|
|
173
|
|
||
Amortization of nuclear fuel
|
|
26
|
|
|
14
|
|
||
Allowance for equity funds used during construction
|
|
(7
|
)
|
|
(8
|
)
|
||
Cash provided (used) by changes in certain assets and liabilities:
|
|
|
|
|
|
|
||
Receivables
|
|
77
|
|
|
210
|
|
||
Inventories
|
|
(25
|
)
|
|
8
|
|
||
Prepayments and other
|
|
17
|
|
|
57
|
|
||
Regulatory liabilities
|
|
28
|
|
|
(6
|
)
|
||
Accounts payable
|
|
(32
|
)
|
|
(93
|
)
|
||
Taxes accrued
|
|
(47
|
)
|
|
(63
|
)
|
||
Interest accrued
|
|
4
|
|
|
2
|
|
||
Regulatory assets
|
|
20
|
|
|
(28
|
)
|
||
Changes in other assets
|
|
(13
|
)
|
|
(12
|
)
|
||
Changes in other liabilities
|
|
(50
|
)
|
|
(59
|
)
|
||
Net Cash Provided From Operating Activities
|
|
439
|
|
|
425
|
|
||
Cash Flows From Investing Activities:
|
|
|
|
|
|
|
||
Property additions and construction expenditures
|
|
(591
|
)
|
|
(477
|
)
|
||
Proceeds from investments (including derivative collateral posted)
|
|
237
|
|
|
10
|
|
||
Purchase of investments (including derivative collateral posted)
|
|
(211
|
)
|
|
(13
|
)
|
||
Proceeds from interest rate contract settlement
|
|
13
|
|
|
—
|
|
||
Payments upon interest rate contract settlement
|
|
(51
|
)
|
|
(61
|
)
|
||
Net Cash Used For Investing Activities
|
|
(603
|
)
|
|
(541
|
)
|
||
Cash Flows From Financing Activities:
|
|
|
|
|
|
|
||
Proceeds from issuance of common stock
|
|
50
|
|
|
50
|
|
||
Proceeds from issuance of long-term debt
|
|
494
|
|
|
796
|
|
||
Repayment of long-term debt
|
|
(270
|
)
|
|
(623
|
)
|
||
Dividends
|
|
(128
|
)
|
|
(122
|
)
|
||
Short-term borrowings, net
|
|
17
|
|
|
126
|
|
||
Net Cash Provided From Financing Activities
|
|
163
|
|
|
227
|
|
||
Net (Decrease) Increase In Cash and Cash Equivalents
|
|
(1
|
)
|
|
111
|
|
||
Cash and Cash Equivalents, January 1
|
|
29
|
|
|
55
|
|
||
Cash and Cash Equivalents, June 30
|
|
$
|
28
|
|
|
$
|
166
|
|
Supplemental Cash Flow Information:
|
|
|
|
|
|
|
||
Cash paid for– Interest (net of capitalized interest of $4 and $5)
|
|
$
|
141
|
|
|
$
|
134
|
|
– Income taxes
|
|
3
|
|
|
—
|
|
||
Noncash Investing and Financing Activities:
|
|
|
|
|
|
|
||
Accrued construction expenditures
|
|
61
|
|
|
125
|
|
||
Capital leases
|
|
2
|
|
|
2
|
|
1.
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|
|
|
Quarterly
|
|
Year to Date
|
||||||||
In Millions
|
|
2012
|
|
|
2011
|
|
|
2012
|
|
|
2011
|
|
Weighted Average Shares Outstanding - Basic
|
|
130.9
|
|
|
128.5
|
|
|
130.6
|
|
|
128.2
|
|
Net effect of dilutive equity forward shares
|
|
2.2
|
|
|
1.2
|
|
|
2.1
|
|
|
1.2
|
|
Weighted Average Shares - Diluted
|
|
133.1
|
|
|
129.7
|
|
|
132.7
|
|
|
129.4
|
|
2.
|
RATE AND OTHER REGULATORY MATTERS
|
Year
|
|
Increase
|
|
Amount (Millions)
|
2011
|
|
2.4%
|
|
$52.8
|
2010
|
|
2.3%
|
|
$47.3
|
Year
|
|
Action
|
|
Amount (Millions)
|
||
2011
|
|
2.1
|
%
|
Increase
|
|
$8.6
|
2010
|
|
2.1
|
%
|
Decrease
|
|
$10.4
|
Millions of dollars
|
|
June 30,
2012 |
|
December 31,
2011 |
||||
Regulatory Assets:
|
|
|
|
|
|
|
||
Accumulated deferred income taxes
|
|
$
|
243
|
|
|
$
|
243
|
|
Under-collections - electric fuel adjustment clause
|
|
—
|
|
|
28
|
|
||
Environmental remediation costs
|
|
30
|
|
|
30
|
|
||
AROs and related funding
|
|
320
|
|
|
316
|
|
||
Franchise agreements
|
|
38
|
|
|
40
|
|
||
Deferred employee benefit plan costs
|
|
387
|
|
|
392
|
|
||
Planned major maintenance
|
|
—
|
|
|
6
|
|
||
Deferred losses on interest rate derivatives
|
|
163
|
|
|
154
|
|
||
Deferred pollution control costs
|
|
32
|
|
|
25
|
|
||
Other
|
|
52
|
|
|
45
|
|
||
Total Regulatory Assets
|
|
$
|
1,265
|
|
|
$
|
1,279
|
|
Regulatory Liabilities:
|
|
|
|
|
|
|
||
Accumulated deferred income taxes
|
|
$
|
21
|
|
|
$
|
23
|
|
Asset removal costs
|
|
680
|
|
|
662
|
|
||
Storm damage reserve
|
|
31
|
|
|
32
|
|
||
Monetization of bankruptcy claim
|
|
33
|
|
|
34
|
|
||
Deferred gains on interest rate derivatives
|
|
65
|
|
|
24
|
|
||
Planned major maintenance
|
|
5
|
|
|
—
|
|
||
Other
|
|
—
|
|
|
3
|
|
||
Total Regulatory Liabilities
|
|
$
|
835
|
|
|
$
|
778
|
|
3.
|
COMMON EQUITY
|
Millions of dollars
|
|
2012
|
|
2011
|
||||
Balance at January 1,
|
|
$
|
3,889
|
|
|
$
|
3,702
|
|
Common stock issued
|
|
50
|
|
|
50
|
|
||
Dividends declared
|
|
(130
|
)
|
|
(124
|
)
|
||
Comprehensive income
|
|
201
|
|
|
177
|
|
||
Balance as of June 30,
|
|
$
|
4,010
|
|
|
$
|
3,805
|
|
|
|
|
|
|
|
4.
|
LONG-TERM DEBT AND LIQUIDITY
|
|
|
SCANA
|
|
SCE&G
|
|
PSNC Energy
|
||||||||||||||||||
Millions of dollars
|
|
June 30,
2012 |
|
December 31,
2011 |
|
June 30,
2012 |
|
December 31,
2011 |
|
June 30,
2012 |
|
December 31,
2011 |
||||||||||||
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)
|
|
$
|
84
|
|
|
$
|
131
|
|
|
$
|
586
|
|
|
$
|
512
|
|
|
—
|
|
|
$
|
10
|
|
|
Weighted average interest rate
|
|
0.88
|
%
|
|
0.63
|
%
|
|
0.49
|
%
|
|
0.56
|
%
|
|
—
|
%
|
|
0.57
|
%
|
||||||
Letters of credit supported by LOC
|
|
$
|
3
|
|
|
$
|
3
|
|
|
$
|
0.3
|
|
|
$
|
0.3
|
|
|
—
|
|
|
—
|
|
||
Available
|
|
$
|
213
|
|
|
$
|
166
|
|
|
$
|
514
|
|
|
$
|
588
|
|
|
$
|
100
|
|
|
$
|
90
|
|
5.
|
INCOME TAXES
|
6.
|
DERIVATIVE FINANCIAL INSTRUMENTS
|
|
|
Commodity and Other Energy Management Contracts (in DT)
|
||||||||||
Hedge designation
|
|
Gas Distribution
|
|
Retail Gas
Marketing
|
|
Energy Marketing
|
|
Total
|
||||
As of June 30, 2012
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flow
|
|
—
|
|
|
6,573,000
|
|
|
24,849,638
|
|
|
31,422,638
|
|
Not designated
(a)
|
|
9,520,000
|
|
|
—
|
|
|
26,574,637
|
|
|
36,094,637
|
|
Total
(a)
|
|
9,520,000
|
|
|
6,573,000
|
|
|
51,424,275
|
|
|
67,517,275
|
|
|
|
|
|
|
|
|
|
|
||||
As of December 31, 2011
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flow
|
|
—
|
|
|
6,566,000
|
|
|
29,861,763
|
|
|
36,427,763
|
|
Not designated
(b)
|
|
9,080,000
|
|
|
—
|
|
|
31,943,563
|
|
|
41,023,563
|
|
Total
(b)
|
|
9,080,000
|
|
|
6,566,000
|
|
|
61,805,326
|
|
|
77,451,326
|
|
|
|
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, 2012
|
|
|
|
|
|
|
|
|
|
|
||
Derivatives designated as hedging instruments
|
|
|
|
|
|
|
|
|
|
|
||
Interest rate contracts
|
|
Prepayments and other
|
|
$
|
20
|
|
|
Other current liabilities
|
|
$
|
79
|
|
|
|
Other deferred debits and other assets
|
|
8
|
|
|
Other deferred credits and other liabilities
|
|
41
|
|
||
Commodity contracts
|
|
Prepayments and other
|
|
2
|
|
|
|
|
|
|
||
|
|
Other current liabilities
|
|
2
|
|
|
Other current liabilities
|
|
4
|
|
||
|
|
|
|
|
|
|
Other deferred credits and other liabilities
|
|
2
|
|
||
Total
|
|
|
|
$
|
32
|
|
|
|
|
$
|
126
|
|
Derivatives not designated as hedging instruments
|
|
|
|
|
|
|
|
|
|
|
||
Energy management contracts
|
|
Prepayments and other
|
|
$
|
11
|
|
|
Prepayments and other
|
|
$
|
2
|
|
|
|
Other deferred debits and other assets
|
|
10
|
|
|
Other current liabilities
|
|
10
|
|
||
|
|
|
|
|
|
|
Other deferred credits and other liabilities
|
|
9
|
|
||
Total
|
|
|
|
$
|
21
|
|
|
|
|
$
|
21
|
|
As of December 31, 2011
|
|
|
|
|
|
|
|
|
|
|
||
Derivatives designated as hedging instruments
|
|
|
|
|
|
|
|
|
|
|
||
Interest rate contracts
|
|
Prepayments and other
|
|
$
|
2
|
|
|
Other current liabilities
|
|
$
|
55
|
|
|
|
|
|
|
|
Other deferred credits and other liabilities
|
|
103
|
|
|||
Commodity contracts
|
|
Other current liabilities
|
|
1
|
|
|
Prepayments and other
|
|
1
|
|
||
|
|
|
|
|
|
|
Other current liabilities
|
|
10
|
|
||
|
|
|
|
|
|
Other deferred credits and other liabilities
|
|
3
|
|
|||
Total
|
|
|
|
$
|
3
|
|
|
|
|
$
|
172
|
|
Derivatives not designated as hedging instruments
|
|
|
|
|
|
|
|
|
|
|
||
Energy management contracts
|
|
Prepayments and other
|
|
$
|
17
|
|
|
Prepayments and other
|
|
$
|
3
|
|
|
|
Other deferred debits and other assets
|
|
10
|
|
|
Other current liabilities
|
|
13
|
|
||
|
|
|
|
|
|
|
Other deferred credits and other liabilities
|
|
9
|
|
||
Total
|
|
|
|
$
|
27
|
|
|
|
|
$
|
25
|
|
|
|
|
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
|
|||||||||||||
|
|
2012
|
|
|
2011
|
|
|
|
2012
|
|
|
2011
|
|
||||
Three Months Ended June 30,
|
|
|
|
|
|
|
|
|
|
||||||||
Interest rate contracts
|
|
$
|
(2
|
)
|
|
$
|
(15
|
)
|
|
Interest expense
|
$
|
—
|
|
|
$
|
—
|
|
Six Months Ended June 30,
|
|
|
|
|
|
|
|
|
|
||||||||
Interest rate contracts
|
|
$
|
28
|
|
|
$
|
(9
|
)
|
|
Interest expense
|
$
|
(1
|
)
|
|
$
|
(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
|
||||||||||||
|
|
2012
|
|
|
2011
|
|
|
|
2012
|
|
|
2011
|
|
||||
Three Months Ended June 30,
|
|
|
|
|
|
|
|
|
|
||||||||
Interest rate contracts
|
|
$
|
(4
|
)
|
|
$
|
(14
|
)
|
|
Interest expense
|
$
|
(1
|
)
|
|
$
|
(1
|
)
|
Commodity contracts
|
|
1
|
|
|
(1
|
)
|
|
Gas purchased for resale
|
(3
|
)
|
|
—
|
|
||||
Total
|
|
$
|
(3
|
)
|
|
$
|
(15
|
)
|
|
|
$
|
(4
|
)
|
|
$
|
(1
|
)
|
Six Months Ended June 30,
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Interest rate contracts
|
|
$
|
(4
|
)
|
|
$
|
(11
|
)
|
|
Interest expense
|
$
|
(3
|
)
|
|
$
|
(2
|
)
|
Commodity contracts
|
|
(3
|
)
|
|
(2
|
)
|
|
Gas purchased for resale
|
(11
|
)
|
|
(4
|
)
|
||||
Total
|
|
$
|
(7
|
)
|
|
$
|
(13
|
)
|
|
|
$
|
(14
|
)
|
|
$
|
(6
|
)
|
Derivatives not designated as Hedging Instruments
|
|
Gain (Loss) Recognized in Income
|
||||||||
Millions of dollars
|
|
Location
|
|
2012
|
|
2011
|
||||
Second Quarter
|
|
|
|
|
|
|
|
|
||
Commodity contracts
|
|
Gas purchased for resale
|
|
$
|
—
|
|
|
$
|
—
|
|
Year to Date
|
|
|
|
|
|
|
|
|
||
Commodity contracts
|
|
Gas purchased for resale
|
|
$
|
(1
|
)
|
|
$
|
(1
|
)
|
7.
|
FAIR VALUE MEASUREMENTS, INCLUDING DERIVATIVES
|
|
|
|
|
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, 2012
|
|
|
|
|
|
|||||
Assets -
|
|
Available for sale securities
|
|
$
|
8
|
|
|
—
|
|
|
|
|
Interest rate contracts
|
|
—
|
|
|
$
|
28
|
|
|
|
|
Commodity contracts
|
|
1
|
|
|
2
|
|
||
|
|
Energy management contracts
|
|
—
|
|
|
21
|
|
||
Liabilities -
|
|
Interest rate contracts
|
|
—
|
|
|
120
|
|
||
|
|
Commodity contracts
|
|
1
|
|
|
6
|
|
||
|
|
Energy management contracts
|
|
1
|
|
|
22
|
|
||
As of December 31, 2011
|
|
|
|
|
|
|
||||
Assets -
|
|
Available for sale securities
|
|
$
|
3
|
|
|
—
|
|
|
|
|
Interest rate contracts
|
|
—
|
|
|
$
|
2
|
|
|
|
|
Commodity contracts
|
|
—
|
|
|
1
|
|
||
|
|
Energy management contracts
|
|
—
|
|
|
27
|
|
||
Liabilities -
|
|
Interest rate contracts
|
|
—
|
|
|
158
|
|
||
|
|
Commodity contracts
|
|
1
|
|
|
13
|
|
||
|
|
Energy management contracts
|
|
—
|
|
|
26
|
|
|
|
June 30, 2012
|
|
December 31, 2011
|
||||||||||||
Millions of dollars
|
|
Carrying
Amount
|
|
Estimated
Fair Value
|
|
Carrying
Amount
|
|
Estimated
Fair Value
|
||||||||
Long-term debt
|
|
$
|
4,883.6
|
|
|
$
|
5,835.0
|
|
|
$
|
4,653.0
|
|
|
$
|
5,479.2
|
|
8.
|
EMPLOYEE BENEFIT PLANS
|
|
|
Pension Benefits
|
|
Other Postretirement Benefits
|
||||||||||||
Millions of dollars
|
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||||||
Three months ended June 30,
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Service cost
|
|
$
|
4.9
|
|
|
$
|
4.6
|
|
|
$
|
1.2
|
|
|
$
|
1.1
|
|
Interest cost
|
|
10.6
|
|
|
11.1
|
|
|
3.0
|
|
|
3.0
|
|
||||
Expected return on assets
|
|
(14.8
|
)
|
|
(16.2
|
)
|
|
—
|
|
|
—
|
|
||||
Prior service cost amortization
|
|
1.8
|
|
|
1.8
|
|
|
0.3
|
|
|
0.3
|
|
||||
Transition obligation amortization
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|
0.2
|
|
||||
Amortization of actuarial loss
|
|
4.6
|
|
|
3.0
|
|
|
0.2
|
|
|
0.1
|
|
||||
Net periodic benefit cost
|
|
$
|
7.1
|
|
|
$
|
4.3
|
|
|
$
|
4.8
|
|
|
$
|
4.7
|
|
|
|
|
|
|
|
|
|
|
||||||||
Six months ended June 30,
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Service cost
|
|
$
|
9.7
|
|
|
$
|
9.2
|
|
|
$
|
2.5
|
|
|
$
|
2.2
|
|
Interest cost
|
|
21.3
|
|
|
22.2
|
|
|
6.0
|
|
|
6.0
|
|
||||
Expected return on assets
|
|
(29.6
|
)
|
|
(32.4
|
)
|
|
—
|
|
|
—
|
|
||||
Prior service cost amortization
|
|
3.5
|
|
|
3.6
|
|
|
0.5
|
|
|
0.6
|
|
||||
Transition obligation amortization
|
|
—
|
|
|
—
|
|
|
0.3
|
|
|
0.4
|
|
||||
Amortization of actuarial loss
|
|
9.3
|
|
|
6.0
|
|
|
0.4
|
|
|
0.2
|
|
||||
Net periodic benefit cost
|
|
$
|
14.2
|
|
|
$
|
8.6
|
|
|
$
|
9.7
|
|
|
$
|
9.4
|
|
9.
|
COMMITMENTS AND CONTINGENCIES
|
10.
|
SEGMENT OF BUSINESS INFORMATION
|
|
|
External
|
|
Intersegment
|
|
Operating
|
|
Net
|
|
||||||||
Millions of dollars
|
|
Revenue
|
|
Revenue
|
|
Income
|
|
Income
|
|
||||||||
Three Months Ended June 30, 2012
|
|
|
|
|
|
|
|
|
|
||||||||
Electric Operations
|
|
$
|
592
|
|
|
$
|
3
|
|
|
$
|
164
|
|
|
n/a
|
|
|
|
Gas Distribution
|
|
126
|
|
|
—
|
|
|
5
|
|
|
n/a
|
|
|
||||
Retail Gas Marketing
|
|
71
|
|
|
—
|
|
|
—
|
|
|
$
|
(3
|
)
|
|
|||
Energy Marketing
|
|
118
|
|
|
23
|
|
|
—
|
|
|
2
|
|
|
||||
All Other
|
|
10
|
|
|
103
|
|
|
4
|
|
|
(4
|
)
|
|
||||
Adjustments/Eliminations
|
|
(9
|
)
|
|
(129
|
)
|
|
(2
|
)
|
|
77
|
|
|
||||
Consolidated Total
|
|
$
|
908
|
|
|
—
|
|
|
$
|
171
|
|
|
$
|
72
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Six Months Ended June 30, 2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Electric Operations
|
|
$
|
1,137
|
|
|
$
|
5
|
|
|
$
|
291
|
|
|
n/a
|
|
|
|
Gas Distribution
|
|
400
|
|
|
—
|
|
|
88
|
|
|
n/a
|
|
|
||||
Retail Gas Marketing
|
|
224
|
|
|
—
|
|
|
n/a
|
|
|
$
|
8
|
|
|
|||
Energy Marketing
|
|
250
|
|
|
49
|
|
|
n/a
|
|
|
4
|
|
|
||||
All Other
|
|
21
|
|
|
209
|
|
|
11
|
|
|
1
|
|
|
||||
Adjustments/Eliminations
|
|
(17
|
)
|
|
(263
|
)
|
|
19
|
|
|
180
|
|
|
||||
Consolidated Total
|
|
$
|
2,015
|
|
|
—
|
|
|
$
|
409
|
|
|
$
|
193
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
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
|
|
|
|
Gas Distribution
|
|
492
|
|
|
—
|
|
|
86
|
|
|
n/a
|
|
|
||||
Retail Gas Marketing
|
|
280
|
|
|
—
|
|
|
n/a
|
|
|
$
|
19
|
|
|
|||
Energy Marketing
|
|
330
|
|
|
97
|
|
|
n/a
|
|
|
2
|
|
|
||||
All Other
|
|
20
|
|
|
206
|
|
|
8
|
|
|
1
|
|
|
||||
Adjustments/Eliminations
|
|
(15
|
)
|
|
(307
|
)
|
|
34
|
|
|
162
|
|
|
||||
Consolidated Total
|
|
$
|
2,281
|
|
|
—
|
|
|
$
|
390
|
|
|
$
|
184
|
|
|
|
|
June 30,
|
|
December 31,
|
|
|
|
|
|
||||
Segment Assets
|
|
2012
|
|
2011
|
|
|
|
|
|
||||
Electric Operations
|
|
$
|
8,589
|
|
|
$
|
8,222
|
|
|
|
|
|
|
Gas Distribution
|
|
2,201
|
|
|
2,179
|
|
|
|
|
|
|
||
Retail Gas Marketing
|
|
141
|
|
|
185
|
|
|
|
|
|
|
||
Energy Marketing
|
|
93
|
|
|
114
|
|
|
|
|
|
|
||
All Other
|
|
1,250
|
|
|
1,377
|
|
|
|
|
|
|
||
Adjustments/Eliminations
|
|
1,475
|
|
|
1,457
|
|
|
|
|
|
|
||
Consolidated Total
|
|
$
|
13,749
|
|
|
$
|
13,534
|
|
|
|
|
|
|
Item 2.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
|
|
Second Quarter
|
Year to Date
|
|
||||
Millions of dollars
|
2012
|
|
2011
|
2012
|
|
2011
|
|
Basic earnings per share
|
$0.55
|
|
$0.44
|
$1.48
|
|
$1.44
|
|
Diluted earnings per share
|
$0.54
|
|
$0.43
|
$1.46
|
|
$1.42
|
|
Declaration Date
|
|
Dividend Per Share
|
|
Record Date
|
|
Payment Date
|
February 15, 2012
|
|
$0.495
|
|
March 10, 2012
|
|
April 1, 2012
|
May 3, 2012
|
|
$0.495
|
|
June 11, 2012
|
|
July 1, 2012
|
August 2, 2012
|
|
$0.495
|
|
September 10, 2012
|
|
October 1, 2012
|
|
|
|
|
Second Quarter
|
|
|
|
|
|
Year to Date
|
|
|
|
||||||||||
Millions of dollars
|
|
2012
|
|
% Change
|
|
2011
|
|
2012
|
|
% Change
|
|
2011
|
|
||||||||||
Operating revenues
|
|
$
|
594.1
|
|
|
(3.8
|
)%
|
|
$
|
617.7
|
|
|
$
|
1,141.4
|
|
|
(3.1
|
)%
|
|
$
|
1,178.0
|
|
|
Less: Fuel used in generation
|
|
199.2
|
|
|
(21.0
|
)%
|
|
252.2
|
|
|
381.9
|
|
|
(17.9
|
)%
|
|
464.9
|
|
|
||||
Purchased power
|
|
4.6
|
|
|
(41.8
|
)%
|
|
7.9
|
|
|
10.3
|
|
|
1.0
|
%
|
|
10.2
|
|
|
||||
Margin
|
|
$
|
390.3
|
|
|
9.1
|
%
|
|
$
|
357.6
|
|
|
$
|
749.2
|
|
|
6.6
|
%
|
|
$
|
702.9
|
|
|
|
|
|
|
Second Quarter
|
|
|
|
|
|
Year to Date
|
|
|
|
||||||
Classification
|
|
2012
|
|
% Change
|
|
2011
|
|
2012
|
|
% Change
|
|
2011
|
|
||||||
Residential
|
|
1,799
|
|
|
(10.5
|
)%
|
|
2,009
|
|
|
3,490
|
|
|
(14.2
|
)%
|
|
4,068
|
|
|
Commercial
|
|
1,846
|
|
|
(4.8
|
)%
|
|
1,939
|
|
|
3,490
|
|
|
(2.8
|
)%
|
|
3,589
|
|
|
Industrial
|
|
1,514
|
|
|
(1.3
|
)%
|
|
1,534
|
|
|
2,899
|
|
|
(1.7
|
)%
|
|
2,950
|
|
|
Other
|
|
147
|
|
|
1.4
|
%
|
|
145
|
|
|
282
|
|
|
3.7
|
%
|
|
272
|
|
|
Total Retail Sales
|
|
5,306
|
|
|
(5.7
|
)%
|
|
5,627
|
|
|
10,161
|
|
|
(6.6
|
)%
|
|
10,879
|
|
|
Wholesale
|
|
623
|
|
|
20.5
|
%
|
|
517
|
|
|
1,257
|
|
|
26.0
|
%
|
|
998
|
|
|
Total Sales
|
|
5,929
|
|
|
(3.5
|
)%
|
|
6,144
|
|
|
11,418
|
|
|
(3.9
|
)%
|
|
11,877
|
|
|
|
|
|
|
Second Quarter
|
|
|
|
|
|
Year to Date
|
|
|
||||||||||
Millions of dollars
|
|
2012
|
|
% Change
|
|
2011
|
|
2012
|
|
% Change
|
|
2011
|
||||||||||
Operating revenues
|
|
$
|
125.4
|
|
|
(5.6
|
)%
|
|
$
|
132.8
|
|
|
$
|
400.0
|
|
|
(18.8
|
)%
|
|
$
|
492.6
|
|
Less: Gas purchased for resale
|
|
57.3
|
|
|
(18.5
|
)%
|
|
70.3
|
|
|
185.9
|
|
|
(35.0
|
)%
|
|
285.9
|
|
||||
Margin
|
|
$
|
68.1
|
|
|
9.0
|
%
|
|
$
|
62.5
|
|
|
$
|
214.1
|
|
|
3.6
|
%
|
|
$
|
206.7
|
|
|
|
|
|
Second Quarter
|
|
|
|
|
|
Year to Date
|
|
|
||||||
Classification (in thousands)
|
|
2012
|
|
% Change
|
|
2011
|
|
2012
|
|
% Change
|
|
2011
|
||||||
Residential
|
|
3,142
|
|
|
1.6
|
%
|
|
3,091
|
|
|
18,168
|
|
|
(22.4
|
)%
|
|
23,400
|
|
Commercial
|
|
4,682
|
|
|
7.3
|
%
|
|
4,365
|
|
|
13,048
|
|
|
(11.3
|
)%
|
|
14,715
|
|
Industrial
|
|
5,025
|
|
|
15.6
|
%
|
|
4,347
|
|
|
10,470
|
|
|
8.2
|
%
|
|
9,673
|
|
Transportation
|
|
8,928
|
|
|
14.5
|
%
|
|
7,796
|
|
|
19,152
|
|
|
10.3
|
%
|
|
17,369
|
|
Total
|
|
21,777
|
|
|
11.1
|
%
|
|
19,599
|
|
|
60,838
|
|
|
(6.6
|
)%
|
|
65,157
|
|
|
|
|
|
Second Quarter
|
|
|
|
|
|
Year to Date
|
|
|
||||||||||
Millions
|
|
2012
|
|
% Change
|
|
2011
|
|
2012
|
|
% Change
|
|
2011
|
||||||||||
Operating revenues
|
|
$
|
71.3
|
|
|
(8.4
|
)%
|
|
$
|
77.8
|
|
|
$
|
224.1
|
|
|
(20.0
|
)%
|
|
$
|
280.1
|
|
Net Income (Loss)
|
|
(3.2
|
)
|
|
10.3
|
%
|
|
(2.9
|
)
|
|
7.9
|
|
|
(58.0
|
)%
|
|
18.8
|
|
|
|
|
|
Second Quarter
|
|
|
|
|
|
Year to Date
|
|
|
||||||||||
Millions
|
|
2012
|
|
% Change
|
|
2011
|
|
2012
|
|
% Change
|
|
2011
|
||||||||||
Operating revenues
|
|
$
|
140.9
|
|
|
(36.8
|
)%
|
|
$
|
222.8
|
|
|
$
|
299.0
|
|
|
(29.9
|
)%
|
|
$
|
426.4
|
|
Net Income
|
|
1.8
|
|
|
50.0
|
%
|
|
1.2
|
|
|
3.6
|
|
|
50.0
|
%
|
|
2.4
|
|
|
|
|
|
Second Quarter
|
|
|
|
|
|
Year to Date
|
|
|
||||||||||
Millions of dollars
|
|
2012
|
|
% Change
|
|
2011
|
|
2012
|
|
% Change
|
|
2011
|
||||||||||
Other operation and maintenance
|
|
$
|
169.8
|
|
|
3.1
|
%
|
|
$
|
164.7
|
|
|
$
|
344.9
|
|
|
3.1
|
%
|
|
$
|
334.4
|
|
Depreciation and amortization
|
|
89.2
|
|
|
3.6
|
%
|
|
86.1
|
|
|
177.9
|
|
|
3.5
|
%
|
|
171.9
|
|
||||
Other taxes
|
|
52.9
|
|
|
4.1
|
%
|
|
50.8
|
|
|
105.5
|
|
|
2.8
|
%
|
|
102.6
|
|
ITEM 3.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
Swaps
|
|
2012
|
|
2013
|
|
2014
|
|
2015
|
|
2016
|
|
|||||
Commodity Swaps:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pay fixed/receive variable
(b)
|
|
38.8
|
|
|
35.5
|
|
|
14.6
|
|
|
12.6
|
|
|
7.2
|
|
|
Average pay rate
(a)
|
|
3.9562
|
|
|
4.5374
|
|
|
5.0316
|
|
|
5.2608
|
|
|
4.9875
|
|
|
Average received rate
(a)
|
|
3.0329
|
|
|
3.5447
|
|
|
3.9464
|
|
|
4.1288
|
|
|
4.2856
|
|
|
Fair value
(b)
|
|
29.7
|
|
|
27.7
|
|
|
11.4
|
|
|
9.9
|
|
|
6.2
|
|
|
Pay variable/receive fixed
(b)
|
|
22.4
|
|
|
21.5
|
|
|
11.4
|
|
|
9.9
|
|
|
6.2
|
|
|
Average pay rate
(a)
|
|
2.9942
|
|
|
3.5563
|
|
|
3.9461
|
|
|
4.1288
|
|
|
4.2856
|
|
|
Average received rate
(a)
|
|
3.9592
|
|
|
4.5990
|
|
|
5.0402
|
|
|
5.2705
|
|
|
4.9942
|
|
|
Fair value
(b)
|
|
29.6
|
|
|
27.8
|
|
|
14.6
|
|
|
12.6
|
|
|
7.2
|
|
|
Basis Swaps:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pay variable/receive variable
(b)
|
|
10.7
|
|
|
12.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Average pay rate
(a)
|
|
3.0093
|
|
|
3.5568
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Average received rate
(a)
|
|
2.9942
|
|
|
3.5436
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Fair value
(b)
|
|
10.6
|
|
|
12.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(a)
Weighted average, in dollars
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(b)
Millions of dollars
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ITEM 4.
|
CONTROLS AND PROCEDURES
|
Millions of dollars
|
|
June 30,
2012 |
|
December 31,
2011 |
||||
Assets
|
|
|
|
|
|
|
||
Utility Plant In Service
|
|
$
|
9,763
|
|
|
$
|
10,312
|
|
Accumulated Depreciation and Amortization
|
|
(3,220
|
)
|
|
(3,367
|
)
|
||
Construction Work in Progress
|
|
1,764
|
|
|
1,472
|
|
||
Plant to be Retired, Net
|
|
447
|
|
|
—
|
|
||
Nuclear Fuel, Net of Accumulated Amortization
|
|
174
|
|
|
171
|
|
||
Utility Plant, Net ($658 and $662 related to VIEs)
|
|
8,928
|
|
|
8,588
|
|
||
Nonutility Property and Investments:
|
|
|
|
|
|
|
||
Nonutility property, net of accumulated depreciation
|
|
57
|
|
|
52
|
|
||
Assets held in trust, net - nuclear decommissioning
|
|
90
|
|
|
84
|
|
||
Other investments
|
|
3
|
|
|
2
|
|
||
Nonutility Property and Investments, Net
|
|
150
|
|
|
138
|
|
||
Current Assets:
|
|
|
|
|
|
|
||
Cash and cash equivalents
|
|
14
|
|
|
16
|
|
||
Receivables, net of allowance for uncollectible accounts of $1 and $3
|
|
467
|
|
|
482
|
|
||
Affiliated receivables
|
|
7
|
|
|
9
|
|
||
Inventories (at average cost):
|
|
|
|
|
|
|
||
Fuel and gas supply
|
|
219
|
|
|
196
|
|
||
Materials and supplies
|
|
122
|
|
|
120
|
|
||
Emission allowances
|
|
2
|
|
|
2
|
|
||
Prepayments and other
|
|
166
|
|
|
82
|
|
||
Deferred income taxes
|
|
5
|
|
|
8
|
|
||
Total Current Assets ($231 and $193 related to VIEs)
|
|
1,002
|
|
|
915
|
|
||
Deferred Debits and Other Assets:
|
|
|
|
|
|
|
||
Regulatory assets
|
|
1,192
|
|
|
1,206
|
|
||
Other
|
|
159
|
|
|
190
|
|
||
Total Deferred Debits and Other Assets ($64 and $61 related to VIEs)
|
|
1,351
|
|
|
1,396
|
|
||
Total
|
|
$
|
11,431
|
|
|
$
|
11,037
|
|
Millions of dollars
|
|
June 30,
2012 |
|
December 31,
2011 |
||||
Capitalization and Liabilities
|
|
|
|
|
||||
Common equity
|
|
$
|
3,756
|
|
|
$
|
3,665
|
|
Noncontrolling interest
|
|
110
|
|
|
108
|
|
||
Long-Term Debt, net
|
|
3,314
|
|
|
3,222
|
|
||
Total Capitalization
|
|
7,180
|
|
|
6,995
|
|
||
Current Liabilities:
|
|
|
|
|
||||
Short-term borrowings
|
|
586
|
|
|
512
|
|
||
Current portion of long-term debt
|
|
169
|
|
|
19
|
|
||
Accounts Payable
|
|
154
|
|
|
231
|
|
||
Affiliated Payables
|
|
128
|
|
|
136
|
|
||
Customer deposits and customer prepayments
|
|
54
|
|
|
54
|
|
||
Taxes accrued
|
|
139
|
|
|
150
|
|
||
Interest accrued
|
|
59
|
|
|
54
|
|
||
Dividends declared
|
|
54
|
|
|
39
|
|
||
Derivative financial instruments
|
|
75
|
|
|
2
|
|
||
Other
|
|
38
|
|
|
61
|
|
||
Total Current Liabilities
|
|
1,456
|
|
|
1,258
|
|
||
Deferred Credits and Other Liabilities:
|
|
|
|
|
||||
Deferred income taxes, net
|
|
1,424
|
|
|
1,371
|
|
||
Deferred investment tax credits
|
|
38
|
|
|
40
|
|
||
Asset retirement obligations
|
|
458
|
|
|
449
|
|
||
Postretirement benefits
|
|
181
|
|
|
179
|
|
||
Regulatory liabilities
|
|
625
|
|
|
575
|
|
||
Other
|
|
69
|
|
|
170
|
|
||
Total Deferred Credits and Other Liabilities
|
|
2,795
|
|
|
2,784
|
|
||
Commitments and Contingencies (Note 9)
|
|
—
|
|
|
—
|
|
||
Total
|
|
$
|
11,431
|
|
|
$
|
11,037
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
Millions of dollars
|
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||||||
Operating Revenues:
|
|
|
|
|
|
|
|
|
|
|||||||
Electric
|
|
$
|
594
|
|
|
$
|
618
|
|
|
$
|
1,141
|
|
|
$
|
1,178
|
|
Gas
|
|
67
|
|
|
73
|
|
|
183
|
|
|
218
|
|
||||
Total Operating Revenues
|
|
661
|
|
|
691
|
|
|
1,324
|
|
|
1,396
|
|
||||
Operating Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Fuel used in electric generation
|
|
199
|
|
|
252
|
|
|
382
|
|
|
465
|
|
||||
Purchased power
|
|
4
|
|
|
8
|
|
|
10
|
|
|
10
|
|
||||
Gas purchased for resale
|
|
37
|
|
|
49
|
|
|
96
|
|
|
136
|
|
||||
Other operation and maintenance
|
|
134
|
|
|
127
|
|
|
272
|
|
|
260
|
|
||||
Depreciation and amortization
|
|
74
|
|
|
71
|
|
|
147
|
|
|
142
|
|
||||
Other taxes
|
|
48
|
|
|
47
|
|
|
96
|
|
|
94
|
|
||||
Total Operating Expenses
|
|
496
|
|
|
554
|
|
|
1,003
|
|
|
1,107
|
|
||||
Operating Income
|
|
165
|
|
|
137
|
|
|
321
|
|
|
289
|
|
||||
Other Income (Expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other income
|
|
—
|
|
|
1
|
|
|
—
|
|
|
2
|
|
||||
Other expenses
|
|
(3
|
)
|
|
(3
|
)
|
|
(7
|
)
|
|
(7
|
)
|
||||
Interest charges, net of allowance for borrowed funds used during construction of $3, $3, $4 and $4
|
|
(52
|
)
|
|
(50
|
)
|
|
(103
|
)
|
|
(100
|
)
|
||||
Allowance for equity funds used during construction
|
|
4
|
|
|
5
|
|
|
7
|
|
|
8
|
|
||||
Total Other Expense
|
|
(51
|
)
|
|
(47
|
)
|
|
(103
|
)
|
|
(97
|
)
|
||||
Income Before Income Tax Expense
|
|
114
|
|
|
90
|
|
|
218
|
|
|
192
|
|
||||
Income Tax Expense
|
|
36
|
|
|
29
|
|
|
69
|
|
|
60
|
|
||||
Net Income
|
|
78
|
|
|
61
|
|
|
149
|
|
|
132
|
|
||||
Less Net Income Attributable to Noncontrolling Interest
|
|
2
|
|
|
2
|
|
|
6
|
|
|
5
|
|
||||
Earnings Available to Common Shareholder
|
|
$
|
76
|
|
|
$
|
59
|
|
|
$
|
143
|
|
|
$
|
127
|
|
|
|
|
|
|
|
|
|
|
||||||||
Dividends Declared on Common Stock
|
|
$
|
54
|
|
|
$
|
49
|
|
|
$
|
107
|
|
|
$
|
100
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
Millions of dollars
|
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||||||
Net Income
|
|
$
|
78
|
|
|
$
|
61
|
|
|
$
|
149
|
|
|
$
|
132
|
|
Other Comprehensive Income, net of tax:
|
|
|
|
|
|
|
|
|
||||||||
Amortization of deferred employee benefit plan costs reclassified to net income, net of tax of $-, $-, $- and $-
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total Comprehensive Income
|
|
78
|
|
|
61
|
|
|
149
|
|
|
132
|
|
||||
Less comprehensive income attributable to noncontrolling interest
|
|
(2
|
)
|
|
(2
|
)
|
|
(6
|
)
|
|
(5
|
)
|
||||
Comprehensive income available to common shareholder
(1)
|
|
$
|
76
|
|
|
$
|
59
|
|
|
$
|
143
|
|
|
$
|
127
|
|
|
|
Six Months Ended June 30,
|
||||||
Millions of dollars
|
|
2012
|
|
2011
|
||||
Cash Flows From Operating Activities:
|
|
|
|
|
||||
Net income
|
|
$
|
149
|
|
|
$
|
132
|
|
Adjustments to reconcile net income to net cash provided from operating activities:
|
|
|
|
|
||||
Losses from equity method investments
|
|
2
|
|
|
1
|
|
||
Deferred income taxes, net
|
|
56
|
|
|
36
|
|
||
Depreciation and amortization
|
|
147
|
|
|
142
|
|
||
Amortization of nuclear fuel
|
|
26
|
|
|
14
|
|
||
Allowance for equity funds used during construction
|
|
(7
|
)
|
|
(8
|
)
|
||
Cash provided (used) by changes in certain assets and liabilities:
|
|
|
|
|
||||
Receivables
|
|
3
|
|
|
63
|
|
||
Inventories
|
|
(50
|
)
|
|
3
|
|
||
Prepayments and other
|
|
(74
|
)
|
|
43
|
|
||
Regulatory assets
|
|
20
|
|
|
(30
|
)
|
||
Regulatory liabilities
|
|
29
|
|
|
(4
|
)
|
||
Accounts payable
|
|
(5
|
)
|
|
(46
|
)
|
||
Taxes accrued
|
|
(11
|
)
|
|
(59
|
)
|
||
Interest accrued
|
|
5
|
|
|
4
|
|
||
Changes in other assets
|
|
24
|
|
|
(8
|
)
|
||
Changes in other liabilities
|
|
(45
|
)
|
|
(46
|
)
|
||
Net Cash Provided From Operating Activities
|
|
269
|
|
|
237
|
|
||
Cash Flows From Investing Activities:
|
|
|
|
|
||||
Property additions and construction expenditures
|
|
(544
|
)
|
|
(425
|
)
|
||
Proceeds from investments (including derivative collateral posted)
|
|
98
|
|
|
4
|
|
||
Purchase of investments (including derivative collateral posted)
|
|
(121
|
)
|
|
(3
|
)
|
||
Proceeds from interest rate contract settlement
|
|
13
|
|
|
—
|
|
||
Payments upon interest rate contract settlement
|
|
—
|
|
|
(31
|
)
|
||
Net Cash Used For Investing Activities
|
|
(554
|
)
|
|
(455
|
)
|
||
Cash Flows From Financing Activities:
|
|
|
|
|
||||
Proceeds from issuance of long-term debt
|
|
248
|
|
|
349
|
|
||
Repayment of long-term debt
|
|
(10
|
)
|
|
(164
|
)
|
||
Dividends
|
|
(92
|
)
|
|
(104
|
)
|
||
Contributions from parent
|
|
51
|
|
|
49
|
|
||
Short-term borrowings –affiliate, net
|
|
12
|
|
|
(9
|
)
|
||
Short-term borrowings, net
|
|
74
|
|
|
94
|
|
||
Net Cash Provided From Financing Activities
|
|
283
|
|
|
215
|
|
||
Net Increase (Decrease) In Cash and Cash Equivalents
|
|
(2
|
)
|
|
(3
|
)
|
||
Cash and Cash Equivalents, January 1
|
|
16
|
|
|
31
|
|
||
Cash and Cash Equivalents, June 30
|
|
$
|
14
|
|
|
$
|
28
|
|
Supplemental Cash Flow Information:
|
|
|
|
|
||||
Cash paid for– Interest (net of capitalized interest of $4 and $4)
|
|
$
|
92
|
|
|
$
|
87
|
|
– Income taxes
|
|
—
|
|
|
—
|
|
||
Noncash Investing and Financing Activities:
|
|
|
|
|
||||
Accrued construction expenditures
|
|
51
|
|
|
116
|
|
||
Capital leases
|
|
2
|
|
|
2
|
|
1.
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|
2.
|
RATE AND OTHER REGULATORY MATTERS
|
Year
|
|
Increase
|
|
Amount (Millions)
|
2011
|
|
2.4%
|
|
$52.8
|
2010
|
|
2.3%
|
|
$47.3
|
Year
|
|
Action
|
|
Amount (Millions)
|
||
2011
|
|
2.1
|
%
|
Increase
|
|
$8.6
|
2010
|
|
2.1
|
%
|
Decrease
|
|
$10.4
|
Millions of dollars
|
|
June 30,
2012 |
|
December 31,
2011 |
||||
Regulatory Assets:
|
|
|
|
|
|
|
||
Accumulated deferred income taxes
|
|
$
|
238
|
|
|
$
|
238
|
|
Under collections – electric fuel adjustment clause
|
|
—
|
|
|
28
|
|
||
Environmental remediation costs
|
|
25
|
|
|
25
|
|
||
AROs and related funding
|
|
304
|
|
|
301
|
|
||
Franchise agreements
|
|
38
|
|
|
40
|
|
||
Deferred employee benefit plan costs
|
|
344
|
|
|
348
|
|
||
Planned major maintenance
|
|
—
|
|
|
6
|
|
||
Deferred losses on interest rate derivatives
|
|
163
|
|
|
154
|
|
||
Deferred pollution control costs
|
|
32
|
|
|
25
|
|
||
Other
|
|
48
|
|
|
41
|
|
||
Total Regulatory Assets
|
|
$
|
1,192
|
|
|
$
|
1,206
|
|
Regulatory Liabilities:
|
|
|
|
|
||||
Accumulated deferred income taxes
|
|
$
|
21
|
|
|
$
|
23
|
|
Asset removal costs
|
|
503
|
|
|
493
|
|
||
Storm damage reserve
|
|
31
|
|
|
32
|
|
||
Deferred gains on interest rate derivatives
|
|
65
|
|
|
24
|
|
||
Planned major maintenance
|
|
5
|
|
|
—
|
|
||
Other
|
|
—
|
|
|
3
|
|
||
Total Regulatory Liabilities
|
|
$
|
625
|
|
|
$
|
575
|
|
3.
|
EQUITY
|
Millions of dollars
|
|
Common
Equity
|
|
Noncontrolling
Interest
|
|
Total
Equity
|
||||||
Balance at January 1, 2012
|
|
$
|
3,665
|
|
|
$
|
108
|
|
|
$
|
3,773
|
|
Capital contribution from parent
|
|
51
|
|
|
—
|
|
|
51
|
|
|||
Dividends declared
|
|
(103
|
)
|
|
(4
|
)
|
|
(107
|
)
|
|||
Comprehensive income
|
|
143
|
|
|
6
|
|
|
149
|
|
|||
Balance as of June 30, 2012
|
|
$
|
3,756
|
|
|
$
|
110
|
|
|
$
|
3,866
|
|
|
|
|
|
|
|
|
||||||
Balance at January 1, 2011
|
|
$
|
3,437
|
|
|
$
|
104
|
|
|
$
|
3,541
|
|
Capital contribution from parent
|
|
49
|
|
|
—
|
|
|
49
|
|
|||
Dividends declared
|
|
(97
|
)
|
|
(3
|
)
|
|
(100
|
)
|
|||
Comprehensive income
|
|
127
|
|
|
5
|
|
|
132
|
|
|||
Balance as of June 30, 2011
|
|
$
|
3,516
|
|
|
$
|
106
|
|
|
$
|
3,622
|
|
4.
|
LONG-TERM DEBT AND LIQUIDITY
|
Millions of dollars
|
|
June 30,
2012 |
|
December 31,
2011 |
||||
Lines of credit:
|
|
|
|
|
||||
Committed long-term
|
|
|
|
|
||||
Total
|
|
$
|
1,100
|
|
|
$
|
1,100
|
|
LOC advances
|
|
—
|
|
|
—
|
|
||
Weighted average interest rate
|
|
—
|
|
|
—
|
|
||
Outstanding commercial paper (270 or fewer days)
|
|
$
|
586
|
|
|
$
|
512
|
|
Weighted average interest rate
|
|
0.49
|
%
|
|
0.56
|
%
|
||
Letters of credit supported by LOC
|
|
$
|
0.3
|
|
|
$
|
0.3
|
|
Available
|
|
$
|
514
|
|
|
$
|
588
|
|
5.
|
INCOME TAXES
|
6.
|
DERIVATIVE FINANCIAL INSTRUMENTS
|
|
|
Fair Values of Derivative Instruments
|
||||||||||
|
|
Asset Derivatives
|
|
Liability Derivatives
|
||||||||
|
|
Balance Sheet
|
|
Fair
|
|
Balance Sheet
|
|
Fair
|
||||
Millions of dollars
|
|
Location
|
|
Value
|
|
Location
|
|
Value
|
||||
As of June 30, 2012
|
|
|
|
|
|
|
|
|
||||
Derivatives designated as hedging instruments
|
|
|
|
|
|
|
|
|
||||
Interest rate contracts
|
|
Prepayments and other
|
|
$
|
20
|
|
|
Other current liabilities
|
|
$
|
75
|
|
|
|
Other deferred debits and other assets
|
|
8
|
|
|
Other deferred credits and other liabilities
|
|
12
|
|
||
Total
|
|
|
|
$
|
28
|
|
|
|
|
$
|
87
|
|
As of December 31, 2011
|
|
|
|
|
|
|
|
|
|
|
||
Derivatives designated as hedging instruments
|
|
|
|
|
|
|
|
|
|
|
||
Interest rate contracts
|
|
Prepayments and other
|
|
$
|
1
|
|
|
Other current liabilities
|
|
$
|
2
|
|
|
|
|
|
|
|
|
Other deferred credits and other liabilities
|
|
75
|
|
||
Total
|
|
|
|
$
|
1
|
|
|
|
|
$
|
77
|
|
|
|
|
|
|
|
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
|
||||||||||||
|
|
2012
|
|
|
2011
|
|
|
|
|
2012
|
|
|
2011
|
|
||||
Three Months Ended June 30,
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Interest rate contracts
|
|
$
|
(2
|
)
|
|
$
|
(15
|
)
|
|
Interest expense
|
|
$
|
—
|
|
|
$
|
—
|
|
Six Months Ended June 30,
|
|
|
|
|
|
|
|
|
|
|
||||||||
Interest rate contracts
|
|
$
|
28
|
|
|
$
|
(9
|
)
|
|
Interest expense
|
|
$
|
(1
|
)
|
|
$
|
(1
|
)
|
7.
|
FAIR VALUE MEASUREMENTS, INCLUDING DERIVATIVES
|
|
|
Fair Value Measurements Using
|
|||||
|
|
Significant Other
|
|||||
|
|
Observable Inputs (Level 2)
|
|||||
Millions of dollars
|
|
June 30, 2012
|
|
December 31, 2011
|
|
||
|
|
|
|
|
|||
Assets -
|
|
Interest rate contracts
|
|
$28
|
|
$1
|
|
Liabilities-
|
|
Interest rate contracts
|
|
87
|
|
77
|
|
|
|
June 30, 2012
|
|
December 31, 2011
|
||||||||||||
Millions of dollars
|
|
Carrying
Amount
|
|
Estimated
Fair
Value
|
|
Carrying
Amount
|
|
Estimated
Fair
Value
|
||||||||
Long-term debt
|
|
$
|
3,482.4
|
|
|
$
|
4,282.1
|
|
|
$
|
3,241.5
|
|
|
$
|
3,920.3
|
|
8.
|
EMPLOYEE BENEFIT PLANS
|
|
|
Pension Benefits
|
|
Other Postretirement Benefits
|
||||||||||||
Millions of dollars
|
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||||||
Three months ended June 30,
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Service cost
|
|
$
|
3.8
|
|
|
$
|
3.7
|
|
|
$
|
1.0
|
|
|
$
|
0.9
|
|
Interest cost
|
|
9.1
|
|
|
9.5
|
|
|
2.3
|
|
|
2.3
|
|
||||
Expected return on assets
|
|
(12.6
|
)
|
|
(13.7
|
)
|
|
—
|
|
|
—
|
|
||||
Prior service cost amortization
|
|
1.5
|
|
|
1.5
|
|
|
0.2
|
|
|
0.2
|
|
||||
Amortization of actuarial loss
|
|
4.0
|
|
|
2.5
|
|
|
0.1
|
|
|
0.1
|
|
||||
Net periodic benefit cost
|
|
$
|
5.8
|
|
|
$
|
3.5
|
|
|
$
|
3.6
|
|
|
$
|
3.5
|
|
|
|
|
|
|
|
|
|
|
||||||||
Six months ended June 30,
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Service cost
|
|
$
|
7.7
|
|
|
$
|
7.4
|
|
|
$
|
2.0
|
|
|
$
|
1.8
|
|
Interest cost
|
|
18.2
|
|
|
18.9
|
|
|
4.7
|
|
|
4.7
|
|
||||
Expected return on assets
|
|
(25.2
|
)
|
|
(27.5
|
)
|
|
—
|
|
|
—
|
|
||||
Prior service cost amortization
|
|
2.9
|
|
|
3.0
|
|
|
0.4
|
|
|
0.4
|
|
||||
Amortization of actuarial loss
|
|
8.0
|
|
|
5.1
|
|
|
0.2
|
|
|
0.1
|
|
||||
Net periodic benefit cost
|
|
$
|
11.6
|
|
|
$
|
6.9
|
|
|
$
|
7.3
|
|
|
$
|
7.0
|
|
9.
|
COMMITMENTS AND CONTINGENCIES
|
10.
|
AFFILIATED TRANSACTIONS
|
11.
|
SEGMENT OF BUSINESS INFORMATION
|
|
|
|
|
Operating
|
|
Earnings Available
|
|
||||||
|
|
External
|
|
Income
|
|
To Common
|
|
||||||
Millions of dollars
|
|
Revenue
|
|
(Loss)
|
|
Shareholder
|
|
||||||
Three Months Ended June 30, 2012
|
|
|
|
|
|
|
|
||||||
Electric Operations
|
|
$
|
594
|
|
|
$
|
163
|
|
|
n/a
|
|
|
|
Gas Distribution
|
|
67
|
|
|
2
|
|
|
n/a
|
|
|
|||
Adjustments/Eliminations
|
|
—
|
|
|
—
|
|
|
$
|
76
|
|
|
||
Consolidated Total
|
|
$
|
661
|
|
|
$
|
165
|
|
|
$
|
76
|
|
|
|
|
|
|
|
|
|
|
||||||
Six Months Ended June 30, 2012
|
|
|
|
|
|
|
|
|
|
|
|||
Electric Operations
|
|
$
|
1,141
|
|
|
$
|
290
|
|
|
n/a
|
|
|
|
Gas Distribution
|
|
183
|
|
|
31
|
|
|
n/a
|
|
|
|||
Adjustments/Eliminations
|
|
—
|
|
|
—
|
|
|
$
|
143
|
|
|
||
Consolidated Total
|
|
$
|
1,324
|
|
|
$
|
321
|
|
|
$
|
143
|
|
|
|
|
|
|
|
|
|
|
||||||
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
|
|
|
|
Gas Distribution
|
|
218
|
|
|
28
|
|
|
n/a
|
|
|
|||
Adjustments/Eliminations
|
|
—
|
|
|
(1
|
)
|
|
$
|
127
|
|
|
||
Consolidated Total
|
|
$
|
1,396
|
|
|
$
|
289
|
|
|
$
|
127
|
|
|
|
|
June 30,
|
|
December 31,
|
|
|
|
|
|
||||
Segment Assets
|
|
2012
|
|
2011
|
|
|
|
|
|
||||
Electric Operations
|
|
$
|
8,589
|
|
|
$
|
8,222
|
|
|
|
|
|
|
Gas Distribution
|
|
636
|
|
|
622
|
|
|
|
|
|
|
||
Adjustments/Eliminations
|
|
2,206
|
|
|
2,193
|
|
|
|
|
|
|
||
Consolidated Total
|
|
$
|
11,431
|
|
|
$
|
11,037
|
|
|
|
|
|
|
ITEM 2.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
|
|
|
Second Quarter
|
|
|
|
|
|
Year to Date
|
|
|
||||||||||
Millions of dollars
|
|
2012
|
|
% Change
|
|
2011
|
|
2012
|
|
% Change
|
|
2011
|
||||||||||
Net income
|
|
$
|
77.7
|
|
|
26.5
|
%
|
|
$
|
61.4
|
|
|
$
|
149.2
|
|
|
13.3
|
%
|
|
$
|
131.7
|
|
Declaration Date
|
Amount
|
Quarter Ended
|
Payment Date
|
February 15, 2012
|
$53.4 million
|
March 31, 2012
|
April 1, 2012
|
May 3, 2012
|
$54.1 million
|
June 30, 2012
|
July 1, 2012
|
August 2, 2012
|
$55.8 million
|
September 30, 2012
|
October 1, 2012
|
|
|
|
|
|
|
Second Quarter
|
|
|
|
|
|
Year to Date
|
|
|
||||||||||
Millions of dollars
|
|
2012
|
|
% Change
|
|
2011
|
|
2012
|
|
% Change
|
|
2011
|
||||||||||||
Operating revenues
|
|
$
|
594.1
|
|
|
(3.8
|
)%
|
|
$
|
617.7
|
|
|
$
|
1,141.4
|
|
|
(3.1
|
)%
|
|
$
|
1,178.0
|
|
||
Less:
|
|
Fuel used in electric generation
|
|
199.2
|
|
|
(21.0
|
)%
|
|
252.2
|
|
|
381.9
|
|
|
(17.9
|
)%
|
|
464.9
|
|
||||
|
|
Purchased power
|
|
4.6
|
|
|
(41.8
|
)%
|
|
7.9
|
|
|
10.3
|
|
|
1.0
|
%
|
|
10.2
|
|
||||
Margin
|
|
$
|
390.3
|
|
|
9.1
|
%
|
|
$
|
357.6
|
|
|
$
|
749.2
|
|
|
6.6
|
%
|
|
$
|
702.9
|
|
|
|
|
|
Second Quarter
|
|
|
|
|
|
Year to Date
|
|
|
||||||
Classification
|
|
2012
|
|
% Change
|
|
2011
|
|
2012
|
|
% Change
|
|
2011
|
||||||
Residential
|
|
1,799
|
|
|
(10.5
|
)%
|
|
2,009
|
|
|
3,490
|
|
|
(14.2
|
)%
|
|
4,068
|
|
Commercial
|
|
1,846
|
|
|
(4.8
|
)%
|
|
1,939
|
|
|
3,490
|
|
|
(2.8
|
)%
|
|
3,589
|
|
Industrial
|
|
1,514
|
|
|
(1.3
|
)%
|
|
1,534
|
|
|
2,899
|
|
|
(1.7
|
)%
|
|
2,950
|
|
Other
|
|
147
|
|
|
1.4
|
%
|
|
145
|
|
|
282
|
|
|
3.7
|
%
|
|
272
|
|
Total Retail Sales
|
|
5,306
|
|
|
(5.7
|
)%
|
|
5,627
|
|
|
10,161
|
|
|
(6.6
|
)%
|
|
10,879
|
|
Wholesale
|
|
623
|
|
|
20.5
|
%
|
|
517
|
|
|
1,257
|
|
|
26.0
|
%
|
|
998
|
|
Total Sales
|
|
5,929
|
|
|
(3.5
|
)%
|
|
6,144
|
|
|
11,418
|
|
|
(3.9
|
)%
|
|
11,877
|
|
|
|
|
|
Second Quarter
|
|
|
|
|
|
Year to Date
|
|
|
||||||||||
Millions of dollars
|
|
2012
|
|
% Change
|
|
2011
|
|
2012
|
|
% Change
|
|
2011
|
||||||||||
Operating revenues
|
|
$
|
66.8
|
|
|
(9.0
|
)%
|
|
$
|
73.4
|
|
|
$
|
182.5
|
|
|
(16.1
|
)%
|
|
$
|
217.5
|
|
Less: Gas purchased for resale
|
|
37.1
|
|
|
(23.5
|
)%
|
|
48.5
|
|
|
96.3
|
|
|
(29.3
|
)%
|
|
136.3
|
|
||||
Margin
|
|
$
|
29.7
|
|
|
19.3
|
%
|
|
$
|
24.9
|
|
|
$
|
86.2
|
|
|
6.2
|
%
|
|
$
|
81.2
|
|
|
|
|
|
Second Quarter
|
|
|
|
|
|
Year to Date
|
|
|
||||||
Classification (in thousands)
|
|
2012
|
|
% Change
|
|
2011
|
|
2012
|
|
% Change
|
|
2011
|
||||||
Residential
|
|
892
|
|
|
(8.3
|
)%
|
|
973
|
|
|
5,511
|
|
|
(26.6
|
)%
|
|
7,505
|
|
Commercial
|
|
2,463
|
|
|
3.5
|
%
|
|
2,380
|
|
|
6,042
|
|
|
(9.2
|
)%
|
|
6,657
|
|
Industrial
|
|
4,625
|
|
|
15.0
|
%
|
|
4,021
|
|
|
9,467
|
|
|
11.5
|
%
|
|
8,488
|
|
Transportation
|
|
1,111
|
|
|
8.2
|
%
|
|
1,027
|
|
|
2,416
|
|
|
8.9
|
%
|
|
2,219
|
|
Total
|
|
9,091
|
|
|
8.2
|
%
|
|
8,401
|
|
|
23,436
|
|
|
(5.8
|
)%
|
|
24,869
|
|
|
|
|
|
Second Quarter
|
|
|
|
|
|
Year to Date
|
|
|
||||||||||
Millions of dollars
|
|
2012
|
|
% Change
|
|
2011
|
|
2012
|
|
% Change
|
|
2011
|
||||||||||
Other operation and maintenance
|
|
$
|
133.8
|
|
|
4.9
|
%
|
|
$
|
127.5
|
|
|
$
|
272.1
|
|
|
4.9
|
%
|
|
$
|
259.5
|
|
Depreciation and amortization
|
|
73.7
|
|
3.8
|
%
|
|
71.0
|
|
146.8
|
|
3.5
|
%
|
|
141.9
|
|
|||||||
Other taxes
|
|
48.1
|
|
3.0
|
%
|
|
46.7
|
|
95.7
|
|
1.7
|
%
|
|
94.1
|
|
ITEM 3.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
ITEM 4.
|
CONTROLS AND PROCEDURES
|
SCANA
|
|||||||||
|
For the year ended
|
||||||||
Millions of Dollars
|
2011
|
2010
|
2009
|
||||||
Net Income
|
$
|
387
|
|
$
|
376
|
|
$
|
357
|
|
Less Preferred Stock Dividends of Subsidiary
|
—
|
|
—
|
|
(9
|
)
|
|||
Income Available to Common Shareholders
|
387
|
|
376
|
|
348
|
|
|||
Other Comprehensive Income (Loss), net of tax:
|
|
|
|
||||||
Unrealized losses on cash flow hedging activities arising during period, net of
|
|
|
|
||||||
tax of $36, $22 and $19
|
(58
|
)
|
(36
|
)
|
(30
|
)
|
|||
Losses on cash flow hedging activities reclassified to net income, net of tax
|
|
|
|
||||||
of $8, $11 and $43
|
13
|
|
17
|
|
70
|
|
|||
Amortization of deferred employee benefit plan costs, net of tax of $(1), $17 and $9
|
(2
|
)
|
27
|
|
14
|
|
|||
Other Comprehensive Income
|
(47
|
)
|
8
|
|
54
|
|
|||
Total Comprehensive Income (Loss)
|
$
|
340
|
|
$
|
384
|
|
$
|
402
|
|
|
|
|
|
||||||
Consolidated SCE&G
|
|||||||||
|
For the year ended
|
||||||||
Millions of Dollars
|
2011
|
2010
|
2009
|
||||||
Net Income
|
$
|
316
|
|
$
|
304
|
|
$
|
288
|
|
Less Preferred Stock Dividends
|
—
|
|
—
|
|
(9
|
)
|
|||
Earnings Available to Common Shareholder
|
316
|
|
304
|
|
279
|
|
|||
Other Comprehensive Income (Loss), net of tax:
|
|
|
|
||||||
Amortization of deferred employee benefit plan costs, net of tax of $-, $19 and $8
|
(1
|
)
|
31
|
|
13
|
|
|||
Other Comprehensive Income (Loss)
|
(1
|
)
|
31
|
|
13
|
|
|||
Total Comprehensive Income
|
315
|
|
335
|
|
292
|
|
|||
Less Comprehensive Income attributable to noncontrolling interest
|
(10
|
)
|
(14
|
)
|
(7
|
)
|
|||
Comprehensive Income Available to Common Shareholder
|
$
|
305
|
|
$
|
321
|
|
$
|
285
|
|
ITEM 6.
|
EXHIBITS
|
SCANA CORPORATION
|
SOUTH CAROLINA ELECTRIC & GAS COMPANY
|
(Registrants)
|
|
By:
|
/s/James E. Swan, IV
|
Date: August 3, 2012
|
James E. Swan, IV
|
|
|
Controller
|
|
|
(Principal accounting officer)
|
|
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)
|
|
|
|
|
10.01
|
X
|
|
Form of Indemnification Agreement (Filed herewith)
|
|
|
|
|
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
|
1.
|
I have reviewed this quarterly report on Form 10-Q of SCANA Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: August 3, 2012
|
|
|
/s/Kevin B. Marsh
|
|
Kevin B. Marsh
|
|
Chairman of the Board, President, Chief Executive Officer and
|
|
Chief Operating Officer
|
1.
|
I have reviewed this quarterly report on Form 10-Q of SCANA Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: August 3, 2012
|
|
|
/s/Jimmy E. Addison
|
|
Jimmy E. Addison
|
|
Executive Vice President and Chief Financial Officer
|
1.
|
I have reviewed this quarterly report on Form 10-Q of South Carolina Electric & Gas Company;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: August 3, 2012
|
|
|
/s/Kevin B. Marsh
|
|
Kevin B. Marsh
|
|
Chairman of the Board and Chief Executive Officer
|
1.
|
I have reviewed this quarterly report on Form 10-Q of South Carolina Electric & Gas Company;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: August 3, 2012
|
|
|
/s/Jimmy E. Addison
|
|
Jimmy E. Addison
|
|
Executive Vice President and Chief Financial Officer
|
(1)
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date: August 3, 2012
|
|
|
|
/s/Kevin B. Marsh
|
|
Kevin B. Marsh
|
|
Chairman of the Board, President, Chief Executive Officer
|
|
and Chief Operating Officer
|
|
(1)
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date: August 3, 2012
|
|
|
|
/s/Jimmy E. Addison
|
|
Jimmy E. Addison
|
|
Executive Vice President and Chief Financial Officer
|
|
|
|
(1)
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date: August 3, 2012
|
|
|
|
/s/Kevin B. Marsh
|
|
Kevin B. Marsh
|
|
Chairman of the Board and Chief Executive Officer
|
|
|
|
(1)
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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Date: August 3, 2012
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/s/Jimmy E. Addison
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Jimmy E. Addison
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Executive Vice President and Chief Financial Officer
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