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EX-32.01 - CERTIFICATION 32.01 - DOMINION ENERGY SOUTH CAROLINA, INC.exh32-01.htm
EX-32.03 - CERTIFICATION 32.03 - DOMINION ENERGY SOUTH CAROLINA, INC.exh32-03.htm
EX-31.02 - CERTIFICATION 31.02 - DOMINION ENERGY SOUTH CAROLINA, INC.exh31-02.htm
EX-31.04 - CERTIFICATION 31.04 - DOMINION ENERGY SOUTH CAROLINA, INC.exh31-04.htm
EX-31.03 - CERTIFICATION 31.03 - DOMINION ENERGY SOUTH CAROLINA, INC.exh31-03.htm
EX-32.02 - CERTIFICATION 32.02 - DOMINION ENERGY SOUTH CAROLINA, INC.exh32-02.htm
EX-31.01 - CERTIFICATION 31.01 - DOMINION ENERGY SOUTH CAROLINA, INC.exh31-01.htm
EX-32.04 - CERTIFICATION 32.04 - DOMINION ENERGY SOUTH CAROLINA, INC.exh32-04.htm
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
 
FORM 10-Q
 
 x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2009

OR

 o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the Transition Period from             to             

 
SCANA Logo
 
Commission
Registrant, State of Incorporation,
I.R.S. Employer
File Number
Address and Telephone Number
Identification No.
1-8809
SCANA Corporation
57-0784499
 
(a South Carolina corporation)
 
 
100 SCANA Parkway, Cayce, South Carolina 29033
 
 
(803) 217-9000
 
     
1-3375
South Carolina Electric & Gas Company
57-0248695
 
(a South Carolina corporation)
 
 
100 SCANA Parkway, Cayce, South Carolina 29033
 
 
(803) 217-9000
 
 
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  SCANA Corporation Yes x No o    South Carolina Electric & Gas Company Yes x No o
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). SCANA Corporation Yes o No South Carolina Electric & Gas Company Yes o  No o
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
 
SCANA Corporation
Large accelerated filer  x
Accelerated filer o
Non-accelerated filer o
 
Smaller reporting company o
   
South Carolina Electric & Gas Company
Large accelerated filer o
Accelerated filer o
Non-accelerated filer  x
 
Smaller reporting company o
   
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
SCANA Corporation Yes o No  x  South Carolina Electric & Gas Company Yes o No  x
 
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
 
 
Description of
Shares Outstanding
Registrant
Common Stock
at October 31, 2009
SCANA Corporation
 Without Par Value
                    123,132,614
South Carolina Electric & Gas Company
$4.50 Par Value
     40,296,147 (a)
(a) Owned beneficially and of record by SCANA Corporation.
 
 
This combined Form 10-Q is separately filed by SCANA Corporation and South Carolina Electric & Gas Company. Information contained herein relating to any individual company is filed by such company on its own behalf. Each company makes no representation as to information relating to the other company.  

 


 

 
 
 
 



 
SEPTEMBER 30, 2009
 
 
Page
 
Cautionary Statement Regarding Forward-Looking Information
 
3
   
PART I. FINANCIAL INFORMATION
 
 
  
SCANA Corporation Financial Section
4
 
Item 1.
Financial Statements
5
   
Condensed Consolidated Balance Sheets
5
   
Condensed Consolidated Statements of Income
7
   
Condensed Consolidated Statements of Cash Flows
8
   
Condensed Consolidated Statements of Comprehensive Income
9
   
Notes to Condensed Consolidated Financial Statements
10
 
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
23
 
Quantitative and Qualitative Disclosures About Market Risk
31
 
Controls and Procedures
32
 
South Carolina Electric & Gas Company Financial Section
33
 
Item 1.
Financial Statements
34
   
Condensed Consolidated Balance Sheets
34
   
Condensed Consolidated Statements of Income
36
   
Condensed Consolidated Statements of Cash Flows
37
   
Condensed Consolidated Statements of Comprehensive Income
38
   
Notes to Condensed Consolidated Financial Statements
39
 
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
50
 
Quantitative and Qualitative Disclosures About Market Risk
56
 
Controls and Procedures
57
   
PART II. OTHER INFORMATION
58
     
Item 1.  Legal Proceedings 58
     
Exhibits
58
     
59
     
60


CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
 
Statements included in this Quarterly Report on Form 10-Q which are not statements of historical fact are intended to be, and are hereby identified as, “forward-looking statements” for purposes of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements include, but are not limited to, statements concerning key earnings drivers, customer growth, environmental regulations and expenditures, leverage ratio, projections for pension fund contributions, financing activities, access to sources of capital, impacts of the adoption of new accounting rules and estimated construction and other expenditures. In some cases, forward-looking statements can be identified by terminology such as “may,” “will,” “could,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “projects,” “predicts,” “potential” or “continue” or the negative of these terms or other similar terminology.  Readers are cautioned that any such forward-looking statements are not guarantees of future performance and involve a number of risks and uncertainties, and that actual results could differ materially from those indicated by such forward-looking statements.  Important factors that could cause actual results to differ materially from those indicated by such forward-looking statements include, but are not limited to, the following:
 
          (1)      the information is of a preliminary nature and may be subject to further and/or continuing review and adjustment;
 
(2)      regulatory actions, particularly changes in rate regulation and environmental regulations;
 
(3)      current and future litigation;
 
(4)      changes in the economy, especially in areas served by subsidiaries of SCANA Corporation (SCANA);
 
(5)      the impact of competition from other energy suppliers, including competition from alternate fuels in industrial
          interruptible markets;
 
(6)      growth opportunities for SCANA’s regulated and diversified subsidiaries;
 
(7)      the results of short- and long-term financing efforts, including future prospects for obtaining access to
          capital markets and other sources of liquidity;
 
(8)      changes in SCANA’s or its subsidiaries’ accounting rules and accounting policies;
 
(9)      the effects of weather, including drought, especially in areas where the generation and transmission
          facilities of SCANA and its subsidiaries are located and in areas served by SCANA’s subsidiaries;
 
(10)    payment by counterparties as and when due;
 
(11)    the results of efforts to license, site, construct and finance facilities for baseload electric generation;
 
(12)    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;
 
(13)    performance of SCANA’s pension plan assets;
 
(14)    inflation;
 
(15)    compliance with regulations; and
 
(16)    the other risks and uncertainties described from time to time in the periodic reports filed by SCANA or
   South Carolina Electric & Gas Company (SCE&G) with the United States Securities and Exchange
          Commission (SEC).
 
SCANA and SCE&G disclaim any obligation to update any forward-looking statements.
 
 
 
 
 
3





 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
SCANA CORPORATION
FINANCIAL SECTION
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 




 
 
 
 
4
 
 PART I.  FINANCIAL INFORMATION
 
ITEM 1.  FINANCIAL STATEMENTS
 
SCANA CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
 
     
September 30,
     
December 31,
 
Millions of dollars
   
2009
     
2008
 
Assets
               
                 
Utility Plant In Service
 
$
10,697
   
$
10,433
 
Accumulated Depreciation and Amortization
   
(3,296
)
   
(3,146
)
Construction Work in Progress
   
1,092
     
711
 
Nuclear Fuel, Net of Accumulated Amortization
   
99
     
77
 
Acquisition Adjustments
   
230
     
230
 
Utility Plant, Net
   
8,822
     
8,305
 
                 
Nonutility Property and Investments:
               
  Nonutility property, net of accumulated depreciation of $104 and $94   
   
279
     
194
 
  Assets held in trust, net-nuclear decommissioning
   
65
     
54
 
  Other investments
   
70
     
68
 
  Nonutility Property and Investments, Net
   
414
     
316
 
                 
Current Assets:
               
  Cash and cash equivalents
   
103
     
272
 
  Receivables, net of allowance for uncollectible accounts of $7 and $11     
   
498
     
828
 
  Inventories (at average cost):
               
    Fuel and gas supply
   
371
     
358
 
    Materials and supplies
   
110
     
108
 
    Emission allowances
   
11
     
15
 
  Prepayments and other
   
166
     
232
 
  Deferred income taxes
   
-
     
23
 
  Total Current Assets
   
1,259
     
1,836
 
                 
Deferred Debits and Other Assets:
               
  Regulatory assets
   
1,009
     
905
 
  Other
   
144
     
140
 
  Total Deferred Debits and Other Assets
   
1,153
     
1,045
 
Total
 
$
11,648
   
$
11,502
 
 
 
 
 
 
5

 
     
September 30,
     
December 31,
 
Millions of dollars
   
2009
     
2008
 
Capitalization and Liabilities
               
                 
Common Equity
 
$
3,345
   
$
3,045
 
Preferred Stock (Not subject to purchase or sinking funds)
   
106
     
106
 
Preferred Stock (Subject to purchase or sinking funds)
   
7
     
7
 
Long-Term Debt, net
   
4,166
     
4,361
 
  Total Capitalization
   
7,624
     
7,519
 
                 
Current Liabilities:
               
  Short-term borrowings
   
311
     
80
 
  Current portion of long-term debt
   
30
     
144
 
  Accounts payable
   
292
     
405
 
  Customer deposits and customer prepayments
   
91
     
97
 
  Taxes accrued
   
108
     
128
 
  Interest accrued
   
69
     
69
 
  Dividends declared
   
60
     
56
 
  Other
   
102
     
176
 
  Total Current Liabilities
   
1,063
     
1,155
 
                 
Deferred Credits and Other Liabilities:
               
  Deferred income taxes, net
   
1,075
     
1,009
 
  Deferred investment tax credits
   
111
     
103
 
  Asset retirement obligations
   
476
     
458
 
  Pension and other postretirement benefits
   
273
     
261
 
  Regulatory liabilities
   
889
     
838
 
  Other
   
137
     
159
 
  Total Deferred Credits and Other Liabilities
   
2,961
     
2,828
 
                 
Commitments and Contingencies (Note 7)
   
-
     
-
 
Total
 
$
11,648
   
$
11,502
 
 
See Notes to Condensed Consolidated Financial Statements.
 
 
 
 
 
6
 
SCANA CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
 
     
Three Months Ended
   
Nine Months Ended
 
     
September 30,
   
September 30,
 
Millions of dollars, except per share amounts
   
2009
   
2008
   
2009
   
2008
 
Operating Revenues:
                         
  Electric
 
$
615
 
$
671
 
$
1,633
 
$
1,735
 
  Gas - regulated
   
117
   
179
   
675
   
871
 
  Gas - nonregulated
   
189
   
416
   
835
   
1,412
 
  Total Operating Revenues
   
921
   
1,266
   
3,143
   
4,018
 
                           
Operating Expenses:
                         
  Fuel used in electric generation
   
220
   
267
   
595
   
672
 
  Purchased power
   
3
   
8
   
11
   
28
 
  Gas purchased for resale
   
233
   
519
   
1,146
   
1,912
 
  Other operation and maintenance
   
163
   
160
   
485
   
504
 
  Depreciation and amortization
   
83
   
83
   
248
   
242
 
  Other taxes
   
44
   
40
   
135
   
127
 
  Total Operating Expenses
   
746
   
1,077
   
2,620
   
3,485
 
                           
Operating Income
   
175
   
189
   
523
   
533
 
                           
Other Income (Expense):
                         
  Other income
   
27
   
17
   
51
   
53
 
  Other expenses
   
(10
)
 
(12
)
 
(30
)
 
(31
)
   Interest charges, net of allowance for borrowed funds
                         
     used during construction of $7, $4, $19 and $11
   
(59
)
 
(56
)
 
(172
)
 
(163
)
   Allowance for equity funds used during construction
   
9
   
4
   
23
   
8
 
    Total Other Expense
   
(33
)
 
(47
 
(128
)
 
(133
)
                           
Income Before Income Tax Expense and
                         
   Earnings from Equity Method Investments
   
142
   
142
   
395
   
400
 
Income Tax Expense
   
40
   
50
   
122
   
141
 
                           
Income Before Earnings from Equity Method Investments
   
102
   
92
   
273
   
259
 
Earnings from Equity Method Investments
   
2
   
4
   
4
   
7
 
                           
Net Income
   
104
   
96
   
277
   
266
 
Less Preferred Dividends of Subsidiary
   
1
   
2
   
5
   
6
 
Income Available to Common Shareholders of SCANA Corporation
 
$
103
 
$
94
 
$
272
 
260
 
                           
Basic and Diluted Earnings Per Share of Common Stock
 
$
.84
 
$
.80
 
$
2.23
 
$
2.22
 
Weighted Average Shares Outstanding (millions)
   
122.5
   
117.1
   
121.8
   
116.8
 
Dividends Declared Per Share of Common Stock
 
$
.47
 
$
.46
 
$
1.41
 
$
1.38
 
                           
See Notes to Condensed Consolidated Financial Statements.
                         
 
 
 
 
 
7
 
SCANA CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
 
     
Nine Months Ended
 
     
September 30,
 
Millions of dollars
   
2009
   
2008
 
Cash Flows From Operating Activities:
             
Net income
 
$
277
 
$
266
 
Adjustments to reconcile net income to net cash provided from operating activities:
             
  Excess earnings from equity method investments, net of distributions
   
(2
 
(3
  Deferred income taxes, net
   
60
   
32
 
  Depreciation and amortization
   
256
   
245
 
  Amortization of nuclear fuel
   
16
   
12
 
  Allowance for equity funds used during construction
   
(23
 
(8
)
  Carrying cost recovery
   
(4
 
(4
)
  Changes in certain assets and liabilities:
             
     Receivables
   
330
   
52
 
     Inventories
   
(57
 
(66
     Prepayments and other
   
55
   
(46
)
     Other regulatory assets
   
(108
)
 
42
 
     Regulatory liabilities
   
12
   
(3
     Accounts payable
   
(138
 
(64
     Taxes accrued
   
(20
 
(54
)
     Interest accrued
   
-
   
11
 
  Changes in other assets
   
(27
 
(8
)
  Changes in other liabilities
   
(23
 
-
 
Net Cash Provided From Operating Activities
   
604
   
404
 
Cash Flows From Investing Activities:
             
Utility property additions and construction expenditures
   
(623
 
(646
)
Proceeds from investments and sale  of assets
   
30
   
18
 
Nonutility property additions
   
(95
 
(48
)
 Investments      (5    -  
Net Cash Used For Investing Activities
   
(693
 
(676
)
Cash Flows From Financing Activities:
             
Proceeds from issuance of common stock
   
167
   
23
 
Proceeds from issuance of long-term debt
   
285
   
1,063
 
Repayment of long-term debt
   
(590
 
(114
)
Dividends
   
(173
 
(165
)
Short-term borrowings, net
   
231
   
(547
)
Net Cash (Used For) Provided From Financing Activities
   
(80
 
260
 
Net Decrease In Cash and Cash Equivalents
   
(169
 
(12
Cash and Cash Equivalents, January 1
   
272
   
134
 
Cash and Cash Equivalents, September 30
 
$
103
 
$
122
 
 
Supplemental Cash Flow Information:
             
  Cash paid for  - Interest (net of capitalized interest of $19 and $11)
 
$
170
 
$
145
 
                         - Income taxes
   
53
   
113
 
               
Noncash Investing and Financing Activities:
             
  Accrued construction expenditures
   
111
   
42
 

See Notes to Condensed Consolidated Financial Statements.
 
 
 
 
 
8
 
   
SCANA CORPORATION
 
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
 
(Unaudited)
 
       
 
Three Months Ended
Nine Months Ended
 
 
September 30,
September 30,
 
Millions of dollars
 
2009
 
  2008
 
2009
 
2008
   
Net Income
 
$
104
 
$
  96
 
$
277
 
$
266
   
Other Comprehensive Income (Loss), net of tax:
                           
  Unrealized holding losses arising during period, net
   
(3
)
 
  (35
 
(22
)
 
  (15
 
  Reclassified to net income:
                           
      Gains (losses) on cash flow hedging activities
   
11
   
-
   
54
   
(4
)
 
     Amortization of deferred employee benefit plan costs, net of taxes
   
1
   
-
   
3
   
-
   
Total Comprehensive Income
   
113
   
61
   
312
   
247
   
Less Comprehensive Income Attributable to Noncontrolling Interest
   
(1
)
 
(2
)
 
(5
)
 
(6
)
 
Comprehensive Income Attributable to Common
  Shareholders of SCANA Corporation (1)
 
$
112
 
$
59
 
$
307
 
$
241
   
 
(1)  Accumulated other comprehensive loss totaled $74.3 million as of September 30, 2009 and $108.6 million as
     of December 31, 2008.
  
See Notes to Condensed Consolidated Financial Statements. 


 

 
 
 
 
9

SCANA CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2009
(Unaudited)
 
The following notes should be read in conjunction with the Notes to Consolidated Financial Statements appearing in SCANA Corporation’s (SCANA and, together with its consolidated subsidiaries, the Company) Annual Report on Form 10-K for the year ended December 31, 2008. These are interim financial statements, and due to the seasonality of the Company’s business and matters that may occur during the rest of the year, the amounts reported in the Condensed Consolidated Statements of Income are not necessarily indicative of amounts expected for the full year.  In the opinion of management, the information furnished herein reflects all adjustments, all of a normal recurring nature, which are necessary for a fair statement of the results for the interim periods reported.  The Company has evaluated subsequent events through November 4, 2009, which is the date these financial statements were issued.
 
On July 1, 2009 the Financial Accounting Standards Board (FASB) Accounting Standards Codification (the Codification or ASC) became the single source of authoritative accounting principles generally accepted in the United States (GAAP). Throughout these notes, references to previous GAAP have been replaced with references to the ASC.

1.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
A.      Basis of Accounting
 
    The Company’s cost-based, rate-regulated utilities recognize in their financial statements certain revenues and expenses in different time periods than do enterprises that are not rate-regulated. As a result, the Company has recorded regulatory assets and regulatory liabilities, summarized as follows.
 
   
September 30,
 
December 31,
 
Millions of dollars
 
2009
 
2008
 
Regulatory Assets:
         
Accumulated deferred income taxes
 
$
171
 
$
171
 
Under-collections - electric fuel adjustment clause
   
65
   
-
 
Environmental remediation costs
   
26
   
27
 
Asset retirement obligations and related funding
   
277
   
265
 
Franchise agreements
   
47
   
50
 
Deferred employee benefit plan costs
   
353
   
345
 
Other
   
70
   
47
 
Total Regulatory Assets
 
$
1,009
 
$
905
 
 
Regulatory Liabilities:
         
Accumulated deferred income taxes
 
$
31
 
$
32
 
Other asset removal costs
   
725
   
688
 
Storm damage reserve
   
51
   
48
 
Planned major maintenance
   
16
   
11
 
Monetization of bankruptcy claim
   
41
   
43
 
Other
   
25
   
16
 
Total Regulatory Liabilities
 
$
889
 
$
838
 
 
Accumulated deferred income tax liabilities arising from utility operations that have not been included in customer rates are recorded as a regulatory asset. Accumulated deferred income tax assets arising from deferred investment tax credits are recorded as a regulatory liability.

Under-collections - electric fuel adjustment clause represent amounts due from customers pursuant to the fuel adjustment clause as approved by the Public Service Commission of South Carolina (SCPSC) during annual hearings which are expected to be recovered in retail electric rates during the period October 2010 through April 2012.  As a part of a settlement agreement approved by the SCPSC in April 2009, SCE&G is allowed to collect interest on the deferred balance during the recovery period.

Environmental remediation costs represent costs associated with the assessment and clean-up of manufactured gas plant (MGP) sites currently or formerly owned by the Company. Costs incurred at sites owned by South Carolina Electric & Gas Company (SCE&G) are being recovered through rates, of which $19.3 million, net of insurance recovery, remain to be recovered. SCE&G is authorized to amortize $1.4 million of these costs annually.  At sites owned by Public Service Company of North Carolina, Incorporated (PSNC Energy), costs of $2.4 million are being recovered through rates over a period ending October


2011.  In addition, management believes that estimated remaining costs of $4.4 million, net of insurance recovery, will be recoverable through rates.
 
         Asset retirement obligations (ARO) and related funding represents the regulatory asset associated with the legal obligation to decommission and dismantle V. C. Summer Nuclear Station (Summer Station) and conditional AROs.
 
Franchise agreements represent costs associated with electric and gas franchise agreements with the cities of Charleston and Columbia, South Carolina. Based on an SCPSC order, SCE&G began amortizing these amounts through cost of service rates in February 2003 over approximately 20 years.
 
Deferred employee benefit plan costs represent amounts of pension and other postretirement benefit costs which were accrued as liabilities, and costs deferred pursuant to specific regulatory orders (Note 1C), but which are expected to be recovered through utility rates.
 
Other asset removal costs represent net collections through depreciation rates of estimated costs to be incurred for the removal of assets in the future.
 
The storm damage reserve represents an SCPSC-approved collection through SCE&G electric rates, capped at $100 million, which can be applied to offset incremental storm damage costs in excess of $2.5 million in a calendar year, certain transmission and distribution insurance premiums and certain tree trimming expenditures in excess of amounts included in base rates.  During the nine months ended September 30, 2009 and 2008, SCE&G applied costs of $1.6 million and $3.7 million, respectively, to the reserve.
 
Planned major maintenance related to certain fossil hydro turbine/generation equipment and nuclear refueling outages is accrued in advance of the time the costs are incurred, as approved through specific SCPSC orders. SCE&G is collecting $8.5 million annually, ending December 2013, through electric rates to offset turbine maintenance expenditures. Nuclear refueling charges are accrued during each 18-month refueling outage cycle as a component of cost of service.
  
The monetization of bankruptcy claim represents proceeds from the sale of a bankruptcy claim which will be amortized into operating revenue through the year 2024.
 
The SCPSC or the North Carolina Utilities Commission (NCUC) (collectively, state commissions) or the United States Federal Energy Regulatory Commission (FERC) have reviewed and approved through specific orders most of the items shown as regulatory assets. Other regulatory assets include certain costs which have not been approved for recovery by a state commission or by FERC. In recording these costs as regulatory assets, management believes the costs will be allowable under existing rate-making concepts that are embodied in rate orders received by the Company.  In addition, the Company has deferred in utility plant in service approximately $74.2 million of unrecovered costs related to the Lake Murray backup dam project and $70.1 million of costs related to the installation of selective catalytic reactor (SCR) technology at its Cope Station generating facility.  See Note 7B.  These costs are not currently being recovered, but are expected to be recovered through rates in future periods.  In the future, as a result of deregulation or other changes in the regulatory environment, the Company may no longer meet the criteria of accounting for rate-regulated utilities, and could be required to write off its regulatory assets and liabilities.  Such an event could have a material adverse effect on the Company’s results of operations, liquidity or financial position in the period the write-off would be recorded. 
 
B.       Earnings Per Share
 
 The Company computes basic earnings per share by dividing net income by the weighted average number of common shares outstanding for the period.  The Company computes diluted earnings per share using this same formula, after giving effect to securities considered to be dilutive potential common stock. The Company uses the treasury stock method in determining total dilutive potential common stock.  The Company has issued no securities that would have an antidilutive effect on earnings per share.
 
 
 
 
 
11

C.      Pension and Other Postretirement Benefit Plans
 
Components of net periodic benefit income or cost recorded by the Company were as follows:
 
   
Pension Benefits
 
Other Postretirement Benefits
 
Millions of dollars
 
2009
 
2008
 
2009
 
2008
 
Three months ended September 30,
                 
Service cost
 
$
4.1
 
$
3.5
 
$
0.6
 
$
0.8
 
Interest cost
   
11.1
   
10.6
   
3.1
   
2.9
 
Expected return on assets
   
(12.4
)
 
(19.9
)
 
-
   
-
 
Prior service cost amortization
   
-
   
1.8
   
0.2
   
0.2
 
Transition obligation amortization
   
1.8
   
-
   
0.1
   
0.1
 
Amortization of actuarial loss
   
6.0
   
-
   
-
   
-
 
Net periodic benefit (income) cost
 
$
10.6
 
$
(4.0
)
$
4.0
 
$
4.0
 
 
 
           
Nine Months ended September 30,
                 
Service cost
 
$
11.7
 
$
11.3
 
$
2.8
 
$
3.0
 
Interest cost
   
33.6
   
32.4
   
9.2
   
9.0
 
Expected return on assets
   
(38.1
)
 
(60.8
)
 
-
   
-
 
Prior service cost amortization
   
-
   
5.3
   
0.8
   
0.8
 
Transition obligation amortization
   
5.3
   
-
   
0.5
   
0.5
 
Amortization of actuarial loss
   
17.5
   
-
   
-
   
-
 
Net periodic benefit (income) cost
 
$
30.0
 
$
(11.8
)
$
13.3
 
$
13.3
 
 
In February 2009, SCE&G was granted accounting orders by the SCPSC to allow the deferral until future rate filings of pension expense related to its utility operations above that which is included in current rates.  Costs totaling $7.8 million of the $10.6 million for the three months ended September 30, 2009 have been deferred.  Costs totaling $23.4 million of the $30.0 million for the nine months ended September 30, 2009 have been deferred.

D.      New Accounting Matters
 
The Company adopted Statement of Financial Accounting Standards (SFAS) 165, codified as ASC 855, Subsequent Events, effective June 30, 2009.  ASC 855 makes the Company’s management responsible for subsequent-events accounting and disclosure.  The adoption of SFAS 165 did not impact the Company’s results of operations, cash flows or financial position.  

The Company adopted FASB Staff Position FAS 107-1 and APB 28-1, codified as ASC 825, Financial Instruments, effective June 30, 2009.  This Staff Position amended previous guidance to require certain disclosures related to fair value in interim financial statements.  See Note 6 for the required disclosure.

The Company adopted SFAS 161, codified as ASC 815, Derivatives and Hedging, in the first quarter of 2009.  ASC 815 requires enhanced disclosures about an entity’s derivative and hedging activities to include how derivative instruments are accounted for and the effect of such activities on the entity’s financial statements.  The initial adoption of SFAS 161 did not impact the Company’s results of operations, cash flows or financial position.  See Note 5 for the required disclosure.
 
The Company adopted SFAS 160, codified as ASC 810, Consolidation in the first quarter of 2009.  ASC 810 requires entities to report noncontrolling (minority) interests in subsidiaries as equity.  The initial adoption of FAS 160 did not significantly impact the Company’s results of operations, cash flows or financial position.  
  
The Company adopted SFAS 141(R), codified as ASC 805, Business Combinations in the first quarter of 2009.   ASC 805 requires the acquiring entity in a business combination to recognize the assets acquired and the liabilities assumed at their fair values at the acquisition date.  ASC 805 also requires the acquiring entity to disclose all of the information needed to evaluate and understand the nature and financial effect of the business combination.  The initial adoption of SFAS 141(R) did not impact the Company’s results of operations, cash flows or financial position.
 
FASB Staff Position FAS 132(R-1), codified as ASC 715-20-65-2, Compensation-Retirement Benefits, was issued on December 30, 2008.  ASC 715-20-65-2 amends previous guidance to require enhanced disclosures about an employer’s plan assets in a defined benefit pension plan or other postretirement plan.  The required disclosures include a discussion of the inputs and evaluation techniques used to develop fair value measurements of plan assets.  In addition, the fair value of each major category of plan assets is required to be disclosed separately for pension plans and other postretirement benefit plans.  ASC 715-20-65-2 is effective for fiscal years ending after December 15, 2009 and its initial adoption is not expected to affect the Company’s results of operations, cash flows or financial position.

 
E.       Preferred Stock

The Company has corrected the presentation of the preferred stock not subject to purchase or sinking funds to present these preferred securities in a manner consistent with temporary equity.  Although the effects are not material to previously issued balance sheets, the presentation of these amounts has been corrected as of December 31, 2008 by presenting these $106 million of preferred securities separately from common equity and eliminating the “Shareholders’ Investment” section and related total. This change had no impact on income, earnings per share, or on cash flows for any period presented.

F.       Income Taxes
 
In September 2009, an income tax uncertainty was resolved in the Company’s favor upon the receipt of a favorable ruling in litigation of a state tax issue, which resulted in a refund of $15 million in state income taxes, plus interest.  While the total of this tax benefit that will impact the effective tax rate will be $15 million, such impact is not expected to be material in the current or future years because, under regulatory accounting provisions, the tax benefit recorded is being amortized into earnings over the remaining life of property additions that gave rise to the tax benefit.  No other material changes in the status of the Company’s tax positions have occurred through September 30, 2009.

G.      Asset Management and Supply Service Agreements

PSNC Energy utilizes asset management and supply service agreements with counterparties for certain natural gas storage facilities.  At September 30, 2009, such counterparties held 48% of PSNC Energy’s natural gas inventory, with a carrying value of $32 million, through either capacity release or agency relationships.  Under the terms of the asset management agreements, PSNC Energy receives storage asset management fees and, in certain instances, a share of profits.  No fees are received under supply service agreements.  The agreements expire at various times through March 31, 2011.

2.       RATE AND OTHER REGULATORY MATTERS
 
SCE&G
 
Electric
 
SCE&G’s rates are established using a cost of fuel component approved by the SCPSC which may be adjusted periodically to reflect changes in the price of fuel purchased by SCE&G.  In April 2009, the SCPSC approved a settlement agreement between SCE&G, the South Carolina Office of Regulatory Staff (ORS), and others authorizing SCE&G to increase the fuel cost portion of its electric rates, effective with the first billing cycle of May 2009. As a part of the settlement, SCE&G agreed to spread the recovery of undercollected fuel costs over a three-year period ending April 2012, as further described in Note 1A. Due to the extended recovery period, SCE&G is allowed to collect interest on the deferred balance.
 
In July 2009, SCE&G filed with the SCPSC requests for an order pursuant to the Base Load Review Act (the BLRA) to approve an updated construction and capital cost schedule for the construction of two new nuclear generating units at Summer Station.  The updated schedule provides details of the construction and capital cost schedule beyond what was proposed and included in the original BLRA filing described below.  The revised schedule does not change the previously announced completion date for the two nuclear units or the originally announced cost.  The SCPSC has scheduled a hearing on this matter for November 4, 2009, and is expected to issue an order in January 2010.

In June 2009, SCE&G filed a request with the SCPSC for approval of certain demand reduction and energy efficiency programs (DSM programs).  SCE&G has requested the establishment of an annual rider to allow recovery of the costs and lost net margin revenue associated with DSM programs along with an incentive for investing in such programs.  The SCPSC is expected to conduct a hearing on SCE&G’s request in January 2010.

 In February 2009, the SCPSC approved SCE&G’s combined application pursuant to the BLRA, seeking a certificate of environmental compatibility and public convenience and necessity and for a base load review order, relating to proposed construction by SCE&G and the South Carolina Public Service Authority (Santee Cooper) to build and operate two new nuclear generating units at Summer Station.  Under the BLRA, the SCPSC conducted a full pre-construction prudency review of the proposed units and the engineering, procurement and construction contract under which they will be built. The SCPSC prudency finding is binding on all future related rate proceedings so long as the construction proceeds in accordance with the schedules, estimates and projections, including contingencies set forth in the approved application.  As part of its order, the SCPSC approved the initial rate increase of $7.8 million, or 0.4%, related to recovery of the cost of capital on project expenditures through June 30, 2008, and the revised rates became effective for bills rendered on and after March 29, 2009.  In addition, SCE&G is allowed to file revised rates with the SCPSC each year to incorporate any incremental construction work in progress incurred for new nuclear generation.  Requested rate adjustments would be based on SCE&G’s updated cost of debt and capital structure and on an allowed



return on common equity of 11%.  In May 2009, two intervenors filed separate appeals of the order with the South Carolina Supreme Court.  The appeals are pending, and SCE&G cannot predict how or when they will be resolved.  In September 2009, the SCPSC approved SCE&G’s first annual revised rate request under the BLRA. The $22.5 million or 1.1% increase to retail electric rates is effective for bills rendered on or after October 30, 2009.

In March 2008, SCE&G and Santee Cooper filed an application with the Nuclear Regulatory Commission (NRC) for a combined construction and operating license (COL).  This COL application for the two new units was reviewed for completeness by the NRC and docketed on July 31, 2008.  In September 2008 the NRC issued a 30-month review schedule from the docketing date to the issuance of the safety evaluation report which would signify satisfactory completion of its review.  Both the environmental and safety reviews by the NRC are in progress and should support a COL issuance in late 2011.  This date would support both the project schedule and the substantial completion dates for the two new units in 2016 and 2019, respectively.
  
Gas

SCE&G
 
In June 2009, SCE&G filed an application with the SCPSC requesting an increase in retail natural gas base rates of 2.53% under the terms of the Natural Gas Rate Stabilization Act (Stabilization Act).  The Stabilization Act is designed to reduce the volatility of costs charged to customers by allowing for more timely recovery of the costs that regulated utilities incur related to natural gas infrastructure.  In October 2009, the SCPSC approved an increase in retail natural gas base rates of $13 million.  The rate adjustment will be implemented with the first billing cycle of November 2009.

In October 2008, the SCPSC approved an increase in SCE&G’s retail natural gas base rates of $3.7 million under the terms of the Stabilization Act.  The rate adjustment was effective with the first billing cycle of November 2008.
 
SCE&G’s tariffs include a purchase gas adjustment (PGA) clause that provides for the recovery of actual gas costs incurred including costs related to hedging natural gas purchasing activities.  SCE&G's rates are calculated using a methodology which adjusts the cost of gas monthly based on a 12-month rolling average.  In August 2008, in connection with the annual review of the PGA and the gas purchasing policies of SCE&G, the SCPSC determined that SCE&G’s gas costs, including all hedging transactions, were reasonable and prudently incurred during the 12 months ended February 29, 2008.  The next annual review is scheduled for November 2009.
 
PSNC Energy
 
PSNC Energy’s rates are established using a benchmark cost of gas approved by the NCUC, which may be modified periodically to reflect changes in the market price of natural gas. PSNC Energy revises its tariffs with the NCUC as necessary to track these changes and defers any over- or under-collections of the delivered cost of gas for subsequent rate consideration. The NCUC reviews PSNC Energy’s gas purchasing practices annually.

In October 2009, in connection with PSNC Energy’s 2009 Annual Prudence Review, the NCUC determined that PSNC Energy’s gas costs, including all hedging transactions, were reasonable and prudently incurred during the 12 months ended March 31, 2009.

In September 2009, the NCUC approved PSNC Energy’s semi-annual rate adjustment under the Customer Usage Tracker (CUT).  The CUT allows PSNC Energy to adjust its base rates for residential and commercial customers based on average per customer consumption.  As a result of this rate adjustment, increases for residential and commercial customers are in effect for service rendered on and after October 1, 2009.  The previous semi-annual rate adjustment under the CUT, which was effective for service rendered from April 1 through September 30, 2009, resulted in rate decreases.  

In October 2008, the NCUC granted PSNC Energy an annual increase in natural gas margin revenues of approximately $9.1 million, offset by an $8.4 million reduction in fixed gas costs, for a net annual increase in rates and charges to customers of approximately $0.7 million.   The new rates were effective for services rendered on or after November 1, 2008.
 
3.       LONG-TERM DEBT AND LIQUIDITY

Long-term Debt
 
In September 2009, PSNC Energy entered into an agreement to issue and sell $100 million of ten-year unsecured notes.  PSNC Energy has until March 31, 2010 to draw funds on the notes.


 
 
 
 
14
 
In June 2009, SCANA issued $30 million of Floating Rate Senior Notes due June 1, 2034.  This final installment of notes, together with notes in the same series previously issued in 2007 and 2008, represents total borrowings in the series of $110 million principal amount.  Proceeds from these notes were used to finance capital expenditures and for general corporate purposes.

In March 2009, SCE&G issued $175 million of First Mortgage Bonds bearing an annual interest rate of 6.05% and maturing on January 15, 2038.  Proceeds from the sale were used to repay short-term debt and for general corporate purposes.

    Substantially all of SCE&G's and South Carolina Generating Company, Inc.’s (GENCO) electric utility plant is pledged as collateral in connection with long-term debt. The Company is in compliance with all debt covenants.

Liquidity
 
SCANA, SCE&G (including South Carolina Fuel Company, Inc. (Fuel Company)) and PSNC Energy had available the following committed lines of credit (LOC), and had outstanding the following LOC advances, commercial paper, and LOC-supported letter of credit obligations: 
 
   
SCANA
SCE&G (a)(b)
 
PSNC Energy (b)
 
   
 
September 30,
 
December 31,
   
 
September 30,
   
December 31,
 
 
September 30,
December 31,
 
Millions of dollars
 
 
2009
 
2008
   
 
2009
   
2008
 
 
2009
2008
 
Lines of credit:
                           
  Committed long-term (expire December 2011)
                                   
    Total
$
200
 
$
200
 
$
650
 
$
650
 
$
250
 
$
250
 
    LOC advances
 
-
   
15
   
75
   
285
   
-
   
156
 
    Weighted average interest rate
 
-
%
 
2.17
%
 
.52
%
 
1.61
%
 
-
%
 
1.72
%
    Outstanding commercial paper
    (270 or fewer days) 
 
-
   
-
   
242
   
34
   
69
   
46
 
    Weighted average interest rate
 
-
%
 
-
%
 
.36
%
 
5.69
%
 
.35
%
 
6.15
%
  Letters of credit supported by LOC
 
3
   
-
   
.3
   
-
   
-
   
-
 
  Available
 
197
   
185
   
333
   
331
   
181
   
48
 

(a)       Nuclear and fossil fuel inventories and emission allowances are financed through the issuance by Fuel Company of
          LOC advances or short-term commercial paper.
(b)       SCE&G, Fuel Company and PSNC Energy may issue commercial paper in the amounts of up to $350 million, $250
          million and $250 million, respectively.

The committed long-term facilities are revolving lines of credit under credit agreements with a syndicate of banks.  Wachovia Bank, National Association and Bank of America, N.A. each provide 14.3% of the aggregate $1.1 billion credit facilities, Branch Banking and Trust Company, UBS Loan Finance LLC, Morgan Stanley Bank, and Credit Suisse, each provide 10.9%, and The Bank of New York and Mizuho Corporate Bank, Ltd each provide 9.1%.  Four other banks provide the remaining 9.6%.  These bank credit facilities support the issuance of commercial paper by SCE&G (including Fuel Company) and PSNC Energy.  When the commercial paper markets are dislocated (due to either price or availability constraints), the credit facilities are available to support the borrowing needs of SCE&G (including Fuel Company) and PSNC Energy. In addition, a portion of the credit facilities supports SCANA’s borrowing needs.

4.       COMMON EQUITY
 
On January 7, 2009, SCANA closed on the sale of 2.875 million shares of common stock at $35.50 per share. Net proceeds of $100.5 million were used to finance capital expenditures, including the construction of new nuclear units, and for general corporate purposes. In addition, SCANA issued common stock valued at $68.0 million (when issued) during the nine months ended September 30, 2009 through various compensation and dividend reinvestment plans.
 
 5.      DERIVATIVE FINANCIAL INSTRUMENTS

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


 
 
 
 
15

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

Commodity Derivatives

The Company uses derivative instruments to hedge forward purchases and sales of natural gas, which create market risks of different types. Instruments designated as cash flow hedges are used to hedge risks associated with fixed price obligations in a volatile market and risks associated with price differentials at different delivery locations.  Instruments designated as fair value hedges are used to mitigate exposure to fluctuating market prices created by fixed prices of stored natural gas. The basic types of financial instruments utilized are exchange-traded instruments, such as New York Mercantile Exchange (NYMEX) futures contracts or options, and over-the-counter instruments such as options and swaps, which are typically offered by energy and financial institutions.

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

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

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

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

The Company uses swaps to synthetically convert fixed rate debt to variable rate debt. These swaps are designated as fair value hedges.  Some of these swaps were terminated prior to maturity of the underlying debt instruments.  The gains on these swaps, which were terminated at various times prior to 2006, are being amortized over the life of the debt they hedged.
 
The Company also uses swaps to synthetically convert variable rate debt to fixed rate debt.  In addition, in anticipation of the issuance of debt, the Company may use treasury rate lock or forward starting swap agreements. These arrangements are designated as cash flow hedges.  The effective portions of changes in fair value and payments made or received upon termination of such agreements for regulated subsidiaries are recorded in regulatory assets or regulatory liabilities, and if for the holding company or nonregulated subsidiaries, are recorded in other comprehensive income.  Ineffective portions are recognized in income.

The effective portion of settlement payments made or received upon termination are amortized to interest expense over the term of the underlying debt and are classified as a financing activity in the consolidated statements of cash flows.


 
 
 
 
16

Quantitative Disclosures Related to Derivatives

At September 30, 2009, the Company was party to natural gas derivative contracts outstanding in the following quantities:

 
Commodity and Other Energy Management Contracts (in dekatherms)
Hedge designation
Gas Distribution
Retail Gas Marketing
Energy Marketing
Total
Cash flow
-
8,008,850
8,586,806
16,595,656
Not designated (a)
5,799,000
800,000
31,139,198
37,738,198
Total (a)
5,799,000
8,808,850
39,726,004
54,333,854

(a)  Includes an aggregate 14,240,162 dekatherms related to basis swap contracts in Retail Gas Marketing and Energy Marketing.

At September 30, 2009, the Company was party to interest rate swaps designated as fair value hedges with an aggregate notional amount of $9.6 million and was party to interest rate swaps designated as cash flow hedges with an aggregate notional amount of $331.4 million.

 
Fair Values of Derivative Instruments
   
Asset Derivatives
 
Liability Derivatives
As of September 30, 2009
 
Balance Sheet
   
Fair
 
Balance Sheet
   
Fair
Millions of dollars
 
Location (b)
   
Value
 
Location (b)
   
Value
Derivatives designated as hedging instruments
                   
  Interest rate contracts
 
Other deferred debits
 
$
4
 
Other current liabilities
 
$
9
             
Other deferred credits
   
21
                     
  Commodity contracts
 
Other current liabilities
   
3
 
Prepayments and other
   
1
             
Other current liabilities
   
12
             
Other deferred credits
   
2
Total
     
$
7
     
$
45
 
Derivatives not designated as
                   
hedging instruments
                   
  Commodity contracts
 
Prepayments and other
 
$
3
 
Accounts receivable
 
$
1
             
Other current liabilities
   
2
                     
  Energy management contracts
 
Prepayments and other
   
3
 
Prepayments and other
   
2
   
Other current liabilities
   
2
 
Other current liabilities
   
3
Total
     
$
8
     
$
8

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

The effect of derivative instruments on the statements of income for the three and nine months ended September 30, 2009 is as follows:

Derivatives in Fair Value Hedging Relationships

The Company’s interest rate swaps designated as fair value hedges, including the amortization of gains on those terminated prior to 2006 discussed above, resulted in reductions to interest expense of $1.3 million and $4.0 million for the three and nine months ended September 30, 2009, respectively.


 
 
 
 
17

Derivatives in Cash Flow Hedging Relationships
 
     
Gain or (Loss) Deferred
 
Gain or (Loss) Reclassified from
 
Derivatives in Cash Flow
   
in Regulatory Accounts
 
Deferred Accounts into Income
 
 Hedging Relationships
   
(Effective Portion)
 
(Effective Portion)
 
Millions of dollars
   
2009
 
Location
   
Amount
 
Third Quarter
                 
Interest rate contracts
 
$
(11
Interest expense
 
$
(1
)
Total
 
$
(11
   
$
(1
)
 
Year to Date
                 
Interest rate contracts
 
$
39
 
Interest expense
 
$
(2
)
Total
 
$
39
     
$
(2
)

     
Gain or (Loss)
 
Gain or (Loss) Reclassified from
 
 Derivatives in Cash Flow
   
Recognized in OCI, net of tax
 
Accumulated OCI into Income,
 
 Hedging Relationships
   
(Effective Portion)
 
net of tax (Effective Portion)
 
Millions of dollars
   
2009
 
Location
   
Amount
 
 Third Quarter
                 
Interest rate contracts
 
$
(3
)
Interest expense
 
$
(1
)
Commodity contracts
   
(3
)
Gas purchased for resale
   
(12
)
Total
 
$
(6
)
   
$
(13
)

Year to Date
                 
Interest rate contracts
 
$
6
 
Interest expense
 
$
(2
)
Commodity contracts
   
(32
)
Gas purchased for resale
   
(54
)
Total
 
$
(26
)
   
$
(56
)
 
As of September 30, 2009, the Company expects that during the next 12 months reclassifications from accumulated other comprehensive loss to earnings arising from cash flow hedges will include approximately $10.2 million as an increase to gas cost and approximately $2 million as an increase to interest expense, assuming natural gas and financial markets remain at their current levels.  As of September 30, 2009, all of the Company’s commodity cash flow hedges settle by their terms before the end of 2013.
 
Derivatives Not Designated as
     
Hedging Instruments
 
Gain or (Loss) Recognized in Income
 
Millions of dollars
 
Location
   
Amount
 
Third Quarter
           
Commodity contracts
 
Gas purchased for resale
 
$
(6
)
Other energy management contracts
 
Gas purchased for resale
   
(1
)
Total
     
$
(7
)

Year to Date
           
Commodity contracts
 
Gas purchased for resale
 
$
(12
)
Other energy management contracts
 
Gas purchased for resale
   
(1
)
Total
     
$
(13
)
 
Hedge Ineffectiveness

Other gains (losses) recognized in income representing interest rate hedge ineffectiveness were $(0.8) million and $1.2 million, net of tax, for the three and nine months ended September 30, 2009, respectively.  These amounts are recorded within interest expense on the statement of income.


 
 
 
 
18
 
Credit Risk Considerations

Certain of the Company’s derivative instruments contain contingent provisions that require the Company to provide collateral upon the occurrence of specific events, primarily credit downgrades. As of September 30, 2009, the Company has posted $16.7 million of collateral related to derivatives with contingent provisions that are in a net liability position. If all of the contingent features underlying these instruments were fully triggered as of September 30, 2009, the Company would be required to post an additional $21.3 million of collateral to its counterparties. The aggregate fair value of all derivative instruments with contingent provisions that are in a net liability position as of September 30, 2009, is $38.0 million.

6.       FAIR VALUE MEASUREMENTS, INCLUDING DERIVATIVES

The Company values available for sale securities using quoted prices from a national stock exchange, such as the NASDAQ, where the securities are actively traded.  For commodity derivative assets and liabilities, the Company uses unadjusted NYMEX prices to determine fair value, and considers such measures of fair value to be Level 1 for exchange traded instruments and Level 2 for over-the-counter instruments.  The Company’s interest rate swap agreements are valued using discounted cashflow models with independently sourced data.  Fair value measurements, and the level within the fair value hierarchy in which the measurements fall, were as follows: 
 
     
Fair Value Measurements Using
 
     
Quoted Prices in Active
   
Significant Other
 
     
Markets for Identical Assets
   
Observable Inputs
 
Millions of dollars
   
(Level 1)
   
(Level 2)
 
As of September 30, 2009
             
Assets - Available for sale securities
 
$
3
 
$
 -
 
Assets - Derivative instruments
   
3
   
13
 
Liabilities - Derivative instruments
   
1
   
52
 
               
As of December 31, 2008 
             
Assets - Available for sale securities
 
 $
2
 
 $
   -
 
Assets - Derivative instruments
   
9
   
 26
 
Liabilities - Derivative instruments
   
2
   
138
 
 
There were no fair value measurements based on significant unobservable inputs (Level 3) for either date presented.

The financial instruments for which the carrying amount may not equal estimated fair value at September 30, 2009 and December 31, 2008 were as follows:
 
   
September 30, 2009
 
December 31, 2008
 
 Millions of dollars
 
 
Carrying
Amount
 
Estimated
Fair
Value
 
 
Carrying
Amount
 
Estimated
Fair
Value
 
       
Long-term debt
 
$
4,195.5
 
$
4,533.1
 
$
4,505.6
 
$
4,591.7
 
Preferred stock (not subject to purchase or sinking funds)
   
106.3
   
103.6
   
106.3
   
89.3
 
Preferred stock (subject to purchase or sinking funds)
   
7.1
   
6.6
   
7.5
   
7.5
 

Fair values of long-term debt are based on quoted market prices of the instruments or similar instruments. For debt instruments for which no quoted market prices are available, fair values are based on net present value calculations. Carrying values reflect the fair values of interest rate swaps based on settlement values obtained from counterparties. Early settlement of long-term debt may not be possible or may not be considered prudent.
 
The fair value of preferred stock is estimated using market quotes.
 
Potential taxes and other expenses that would be incurred in an actual sale or settlement have not been considered.
 
 
 
 
 
19
 
7.       COMMITMENTS AND CONTINGENCIES
 
Commitments and contingencies at September 30, 2009 include the following:

A.      Nuclear Insurance
 
The Price-Anderson Indemnification Act deals with public liability for a nuclear incident and establishes the liability limit for third-party claims associated with any nuclear incident at $12.5 billion.  Each reactor licensee is currently liable for up to $117.5 million per reactor owned by such licensee for each nuclear incident occurring at any reactor in the United States, provided that not more than $17.5 million of the liability per reactor would be assessed per year.  SCE&G’s maximum assessment, based on its two-thirds ownership of Summer Station, would be $78.3 million per incident, but not more than $11.7 million per year. 

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

B.      Environmental
 
SCE&G
 
The United States Environmental Protection Agency (EPA) issued a final rule in 2005 known as the Clean Air Interstate Rule (CAIR). CAIR requires the District of Columbia and 28 states, including South Carolina, to reduce nitrogen oxide and sulfur dioxide emissions in order to attain mandated state levels.  CAIR set emission limits to be met in two phases beginning in 2009 and 2015, respectively, for nitrogen oxide and beginning in 2010 and 2015, respectively, for sulfur dioxide.  Numerous states, environmental organizations, industry groups and individual companies challenged the rule, seeking a change in the method CAIR used to allocate sulfur dioxide emission allowances.  On December 23, 2008, the United States Court of Appeals for the District of Columbia Circuit remanded the rule but did not vacate it.  Prior to the Court of Appeals’ decision, SCE&G and GENCO had determined that additional air quality controls would be needed to meet the CAIR requirements.  SCE&G has completed the installation of SCR technology at Cope Station for nitrogen oxide reduction and SCE&G and GENCO are installing wet limestone scrubbers at Wateree and Williams Stations for sulfur dioxide reduction.  The Company expects to incur capital expenditures totaling approximately $559 million through 2010 for these scrubber projects.  The Company cannot predict when the EPA will issue a revised rule or what impact the rule will have on SCE&G and GENCO.  Any costs incurred to comply with this rule or other rules issued by the EPA in the future are expected to be recoverable through rates.
 
On April 17, 2009 the EPA issued a proposed finding that atmospheric concentrations of greenhouse gasses endanger public health and welfare within the meaning of Section 202(a) of the Clean Air Act. The proposed finding, as finalized, enables the EPA to regulate greenhouse gas emissions under the Clean Air Act.  On September 30, 2009, the EPA issued a proposed rule that would require large facilities emitting over 25,000 tons of greenhouse gases (GHG) a year (such as SCE&G) to obtain permits demonstrating that they are using the best practices and technologies to minimize GHG emissions.  The Company expects that any costs incurred to comply with greenhouse gas emission requirements will be recoverable through rates.
 
SCE&G maintains an environmental assessment program to identify and evaluate its current and former operations sites that could require environmental clean-up. As site assessments are initiated, estimates are made of the amount of expenditures, if any, deemed necessary to investigate and remediate each site. These estimates are refined as additional information becomes available; therefore, actual expenditures could differ significantly from the original estimates. Amounts estimated and accrued to date for site assessments and clean-up relate solely to regulated operations. SCE&G defers site assessment and cleanup costs and recovers them through rates (see Note 1).

 
 
 
 
20
 
SCE&G is responsible for four decommissioned MGP sites in South Carolina which contain residues of by-product chemicals.  These sites are in various stages of investigation, remediation and monitoring under work plans approved by the South Carolina Department of Health and Environmental Control.  SCE&G anticipates that major remediation activities at these sites will continue until 2012 and will cost an additional $9.3 million.  In addition, the National Park Service of the Department of the Interior made an initial demand to SCE&G for payment of $9.1 million for certain costs and damages relating to the MGP site in Charleston, South Carolina. SCE&G expects to recover any cost arising from the remediation of these four sites, net of insurance recovery,
through rates.  At September 30, 2009, deferred amounts, net of amounts previously recovered through rates and insurance settlements, totaled $19.3 million.

PSNC Energy
 
PSNC Energy is responsible for environmental clean-up at five sites in North Carolina on which MGP residuals are present or suspected. PSNC Energy's actual remediation costs for these sites will depend on a number of factors, such as actual site conditions, third-party claims and recoveries from other potentially responsible parties. PSNC Energy has recorded a liability and associated regulatory asset of $4.4 million, which reflects its estimated remaining liability at September 30, 2009.  PSNC Energy expects to recover through rates any costs, net of insurance recovery, allocable to PSNC Energy arising from the remediation of these sites.
 
The Company is also engaged in various other environmental matters incidental to its business operations which management anticipates will be resolved without a material adverse impact on the Company’s results of operations, cash flows or financial condition.
 
C.      Claims and Litigation
 
In May 2004, a purported class action lawsuit styled as Douglas E. Gressette, individually and on behalf of other persons similarly situated v. South Carolina Electric & Gas Company and SCANA Corporation was filed in South Carolina's Circuit Court of Common Pleas for the Ninth Judicial Circuit. The plaintiff alleges that SCANA and SCE&G made improper use of certain easements and rights-of-way by allowing fiber optic communication lines and/or wireless communication equipment to transmit communications other than SCANA’s and SCE&G’s electricity-related internal communications. The plaintiff asserted causes of action for unjust enrichment, trespass, injunction and declaratory judgment, but did not assert a specific dollar amount for the claims. SCANA and SCE&G believe their actions are consistent with governing law and the applicable documents granting easements and rights-of-way. In June 2007, the Circuit Court issued a ruling that limits the plaintiff’s purported class to owners of easements situated in Charleston County, South Carolina.    In February 2008 the Circuit Court issued an order to conditionally certify the class, which remains limited to easements in Charleston County.  In July 2008, the plaintiff’s motion to add SCANA Communications, Inc. (SCI) to the lawsuit as an additional defendant was granted.    Trial is not anticipated before the summer of 2010.  SCANA, SCI and SCE&G will continue to mount a vigorous defense and believe that the resolution of these claims will not have a material adverse impact on their results of operations, cash flows or financial condition.
 
The Company is also engaged in various other claims and litigation incidental to its business operations which management anticipates will be resolved without a material adverse impact on the Company’s results of operations, cash flows or financial condition.

D.      Nuclear Generation
 
In May 2008, SCE&G and Santee Cooper announced that they had entered into a contractual agreement for the design and construction of two 1,117-megawatt nuclear electric generation units at the site of Summer Station.  SCE&G and Santee Cooper will be joint owners and share operating costs and generation output of the two additional units, with SCE&G responsible for 55 percent of the cost and receiving 55 percent of the output, and Santee Cooper responsible for and receiving the remaining 45 percent.  Assuming timely receipt of federal and state approvals and construction proceeding as scheduled, the first unit is expected to be completed and in service in 2016, the second in 2019.  SCE&G’s share of the estimated cash outlays (future value) totals $6.5 billion for plant costs and related transmission infrastructure costs, and is projected based on historical one-year and five-year escalation rates as required by the SCPSC.


 
 
 
 
21

8.       SEGMENT OF BUSINESS INFORMATION
 
The Company’s reportable segments are listed in the following table. The Company uses operating income to measure profitability for its regulated operations; therefore, net income is not allocated to the Electric Operations, Gas Distribution and Gas Transmission segments. The Company uses income available to common shareholders to measure profitability for its Retail Gas Marketing and Energy Marketing segments. Gas Distribution is comprised of the local distribution operations of SCE&G and PSNC Energy which meet the criteria for aggregation. All Other includes equity method investments and other nonreportable segments.
 
 
External
Intersegment
Operating
Income Available to
 
Segment
Millions of dollars
Revenue
Revenue
Income
Common Shareholders
 
Assets
Three Months Ended September 30, 2009
                           
Electric Operations
 
$
615
 
 $
-
 
$
182
   
n/a
   
Gas Distribution
   
114
   
-
   
(9
)
 
n/a
   
Gas Transmission
   
3
   
10
   
5
   
n/a
   
Retail Gas Marketing
   
64
   
-
   
n/a
 
$
(4
)
 
Energy Marketing
   
125
   
38
   
n/a
   
1
   
All Other
   
7
   
95
   
n/a
   
(2
)
 
Adjustments/Eliminations
   
(7
)
 
(143
)
 
(3
)
 
108
   
Consolidated Total
 
$
921
 
$
-
 
$
175
 
$
103
   

Nine Months Ended September 30, 2009
                   
Electric Operations
 
$
1,633
 
$
6
 
$
405
   
n/a
 
$
7,122
Gas Distribution
   
667
   
-
   
74
   
n/a
   
1,956
Gas Transmission
   
8
   
31
   
15
   
n/a
   
267
Retail Gas Marketing
   
373
   
-
   
n/a
 
$
15
   
128
Energy Marketing
   
462
   
117
   
n/a
   
3
   
74
All Other
   
20
   
275
   
n/a
   
(6
)
 
896
Adjustments/Eliminations
   
(20
)
 
(429
)
 
29
   
260
   
1,205
Consolidated Total
 
$
3,143
 
$
-
 
$
523
 
$
272
 
$
11,648

Three Months Ended September 30, 2008
                   
Electric Operations
 
$
671
 
$
3
 
$
195
   
n/a
     
Gas Distribution
   
177
   
-
   
(9
)
 
n/a
     
Gas Transmission
   
2
   
9
   
3
   
n/a
     
Retail Gas Marketing
   
80
   
-
   
n/a
 
$
-
     
Energy Marketing
   
336
   
86
   
n/a
   
1
     
All Other
   
9
   
93
   
n/a
   
(1
)
   
Adjustments/Eliminations
   
(9
)
 
(191
)
 
-
   
94
     
Consolidated Total
 
$
1,266
 
$
-
 
$
189
 
$
94
     

Nine Months Ended September 30, 2008
                   
Electric Operations
 
$
1,735
 
$
9
 
$
421
   
n/a
 
$
6,223
Gas Distribution
   
865
   
-
   
68
   
n/a
   
2,000
Gas Transmission
   
6
   
30
   
12
   
n/a
   
315
Retail Gas Marketing
   
448
   
-
   
n/a
 
$
21
   
140
Energy Marketing
   
964
   
254
   
n/a
   
2
   
144
All Other
   
25
   
266
   
n/a
   
(5
)
 
1,327
Adjustments/Eliminations
   
(25
)
 
(559
)
 
32
   
242
   
475
Consolidated Total
 
$
4,018
 
$
-
 
$
533
 
$
260
 
$
10,624
 
 
 
 
 
22

 ITEM 2.   MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                  RESULTS OF OPERATIONS
 
SCANA CORPORATION
 
The following discussion should be read in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of Operations appearing in SCANA Corporation’s (SCANA, and together with its consolidated subsidiaries, the Company) Annual Report on Form 10-K for the year ended December 31, 2008.
 
RESULTS OF OPERATIONS
 
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2009
AS COMPARED TO THE CORRESPONDING PERIODS IN 2008
 
Earnings Per Share
 
Earnings per share was as follows:
 
   
Third Quarter
   
Year to Date
 
   
2009
 
2008
   
2009
   
2008
 
 Earnings per share
$
.84  
 
$
  .80
 
$
2.23
 
$
2.22
 
 
Third Quarter

Earnings per share increased $.11 due to the tax benefit and related interest income arising from the resolution of an income tax uncertainty in favor of the Company and $.06 due to increased allowance for funds used during construction.  This increase was partially offset by lower electric margin of $.02, lower gas margin of $.02, dilution from additional shares outstanding of $.03 and by higher operating expenses which are explained in the following pages.

Year to Date

Earnings per share increased $.11 due to the tax benefit and related interest income arising from the resolution of an income tax uncertainty in favor of the Company and by $.17 due to increased allowance for funds used during construction.  These items were partially offset by lower electric margin of $.04, lower gas margin of $.04, higher interest expense of $.04, dilution from additional shares outstanding of $.09 and higher operating expenses which are explained in the following pages.  
  
Dividends Declared
 
The Company’s Board of Directors has declared the following dividends on common stock during 2009:
 
Declaration Date
Dividend Per Share
       Record Date
  Payment Date
February 19, 2009
$.47
         March 10, 2009
              April 1, 2009
April 23, 2009
  .47
         June 10, 2009
              July 1, 2009
July 30, 2009
  .47
         September 10, 2009
              October 1, 2009
October 28, 2009
 .47
         December 10, 2009
              January 1, 2010
 
Electric Operations
 
Electric Operations is comprised of the electric operations of South Carolina Electric & Gas Company (SCE&G), South Carolina Generating Company, Inc. (GENCO) and South Carolina Fuel Company, Inc. (Fuel Company).  Electric operations sales margin (including transactions with affiliates) was as follows:
 
     
Third Quarter
   
Year to Date
 
Millions of dollars
   
  2009
 
 % Change
   
  2008
   
2009
 
% Change
   
2008
 
Operating revenues
 
$
615.3
 
(8.4
)%
$
671.4
 
$
1,633.2
 
(5.9
)%
$
1,735.1
 
Less:  Fuel used in generation
   
220.1
 
(17.7
)%
 
267.5
   
595.1
 
(11.4
)%
 
671.8
 
         Purchased power
   
3.1
 
(58.1
)%
 
7.4
   
11.0
 
(61.1
)%
 
28.3
 
     Margin
 
$
392.1
 
(1.1
)%
$
396.5
 
$
1,027.1
 
(0.8
)%
$
1,035.0
 

 

            Electric sales for three and nine months ended September 30, 2009 and 2008, and the amount and percentage change by customer class were as follows:
 
   
Third Quarter
 
Year to Date
 
  Sales (Million KWH)
 
2009
 
2008
 
% Change
 
2009
 
2008
 
% Change
 
  Residential
 
2,350
 
2,350
 
-
 
6,153
 
6,035
 
2.0
  Commercial
 
2,112
 
2,144
 
(1.5
)% 
5,676
 
5,756
 
(1.4
)% 
  Industrial
 
1,447
 
1,625
 
(11.0
)% 
4,014
 
4,765
 
(15.8
)% 
  Other
 
158
 
163
 
(3.1
)% 
429
 
435
 
(1.4
)% 
   Total Retail Sales
 
6,067
 
6,282
 
(3.4
)% 
16,272
 
16,991
 
(4.2
)% 
  Wholesale
 
586
 
702
 
(16.5
)% 
1,587
 
1,814
 
(12.5
)% 
   Total Sales
 
6,653
 
6,984
 
(4.7
)% 
17,859
 
18,805
 
(5.0
)% 
 
Third Quarter

Margin decreased due to lower residential and commercial customer usage (including the effects of weather) of $3.3 million, lower industrial sales of $3.3 million and lower margins on off-system sales of $4.9 million, partially offset by higher residential and commercial customer growth of $2.1 million and an increase in base rates by the Public Service Commission of South Carolina (SCPSC) under the Base Load Review Act (the BLRA) of $2.4 million which became effective for bills rendered on or after March 29, 2009.

Year to Date

Margin decreased due to lower off-system sales of $13.0 million and lower industrial sales of $9.8 million, partially offset by higher residential and commercial customer usage (including the effects of weather) of $1.8 million, residential and commercial customer growth of $5.4 million and an increase in base rates by the SCPSC under the BLRA of $4.2 million which became effective for bills rendered on or after March 29, 2009.

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

     
Third Quarter
   
Year to Date
 
Millions of dollars
   
  2009
 
 % Change
   
  2008
   
2009
 
% Change
   
2008
 
Operating revenues
 
$
114.0
 
(35.6
)%
$
177.1
 
$
667.7
 
(22.8
)%
$
865.3
 
Less:  Gas purchased for resale
   
64.8
 
(50.1
)%
 
129.8
   
420.8
 
(32.6
)%
 
624.0
 
     Margin
 
$
49.2
 
4.0
%
$
47.3
 
$
246.9
 
2.3
%
$
241.3
 

Gas sales volume for Gas Distribution for the three and nine months periods ended September 30, 2009 and 2008, and the amount and percentage change by customer class were as follows:
 
   
Third Quarter
 
Year to Date
 
Sales (Thousand Dekatherms)
 
2009
 
2008
 
% Change
 
2009
 
2008
 
% Change
 
  Residential
 
4,293
 
4,276
 
0.4
44,215
 
43,672
 
1.2
  Commercial
 
5,622
 
5,576
 
0.8
%
27,244
 
27,037
 
0.8
  Industrial
 
41,317
 
41,702
 
(0.9
)% 
119,539
 
120,568
 
(0.9
)% 
Sales for Resale
 
1,809
 
1,464
 
23.6
%
7,443
 
6,339
 
17.4
%
    Total Retail Sales
 
53,041
 
53,018
 
-
 
198,441
 
197,616
 
0.4
  Transportation Volumes
 
31,779
 
31,514
 
0.8
99,688
 
104,310
 
(4.4
)% 
     Total Sales
 
84,820
 
84,532
 
0.3
298,129
 
 301,926
 
 (1.3)

Third Quarter

Operating revenues and gas purchased for resale decreased primarily due to lower commodity prices.  Margin at SCE&G increased $0.5 million primarily due to the SCPSC-approved increase in retail gas base rates which became effective with the first billing cycle of November 2008.  Margin at PSNC Energy increased by $1.2 million primarily due to the North Carolina Utilities Commission (NCUC)-approved increase in retail gas base rates which became effective for services rendered on or after November 1, 2008 and due to customer growth.



Year to Date
 
Operating revenues and gas purchased for resale decreased primarily due to lower commodity prices.  Margin at SCE&G decreased due to lower customer usage of $3.0 million, partially offset by an increase of $2.5 million due to the SCPSC-approved increase in retail gas base rates which became effective with the first billing cycle of November 2008.  Margin at PSNC Energy increased by $5.5 million primarily due to the NCUC-approved increase in retail gas base rates which became effective for services rendered on or after November 1, 2008 and due to customer growth.
 
Gas Transmission
 
Gas Transmission is comprised of the operations of Carolina Gas Transmission Corporation (CGT).  Gas transmission revenues (including transactions with affiliates) were as follows:
 
     
Third Quarter
   
Year to Date
 
Millions of dollars
   
  2009
 
% Change
   
  2008
   
2009
 
% Change
   
2008
 
Transportation revenue
 
 $
12.6
 
7.7
%
$
11.7
 
$
38.4
 
5.2
%
$
36.5
 

Third Quarter and Year to Date

          Transportation revenue increased primarily due to the sale of additional firm transportation capacity.
  
Retail Gas Marketing
 
Retail Gas Marketing is comprised of SCANA Energy, which operates in Georgia’s natural gas market. Retail Gas Marketing revenues and income (loss) available to common shareholders were as follows:
 
     
Third Quarter
   
Year to Date
 
Millions of dollars
   
  2009
 
 % Change
   
  2008
   
2009
 
% Change
   
2008
 
Operating revenues
 
 $
64.1
 
(21.2
)%
$
81.3
 
$
372.2
 
(17.0
)%
$
448.2
 
Income (loss) available to common shareholders
   
(3.6
)
   
(0.5
)
 
15.4
 
(25.2
)%
 
20.6
 
*Greater than 100%

Third Quarter and Year to Date
 
Operating revenues decreased as a result of lower average retail prices arising from lower natural gas commodity prices and lower sales volume.  These decreases in margin result primarily from a shift in the marketplace as more customers have opted for a fixed-rate pricing plan to lock in recent lower natural gas prices.  Fixed rate plans generally result in lower margins as their terms are known and the gas cost can be hedged.  Income available to common shareholders decreased primarily as a result of lower margin, partially offset by lower operating expenses.

Energy Marketing
 
Energy Marketing is comprised of the Company’s non-regulated marketing operations, excluding SCANA Energy. Energy Marketing operating revenues and income available to common shareholders were as follows:
 
     
Third Quarter
   
Year to Date
 
Millions of dollars
   
  2009
 
 % Change
   
  2008
   
2009
 
% Change
   
2008
 
Operating revenues
 
$
163.8
 
(61.1
)%
$
421.4
 
$
579.7
 
(52.4
)%
$
1,217.5
 
Net income
   
1.3
 
(13.3
)%
 
1.5
   
3.2
 
100
%
 
1.6
 

Third Quarter and Year to Date

Operating revenues decreased primarily due to lower natural gas commodity prices.  Year to date income available to common shareholders increased primarily due to lower bad debt expense.
 
 
 
 
 
25
Other Operating Expenses
 
Other operating expenses arising from the operating segments previously discussed were as follows:
 
     
Third Quarter
   
Year to Date
 
Millions of dollars
   
  2009
 
 % Change
   
  2008
   
2009
 
% Change
   
2008
 
Other operation and maintenance
 
 $
162.9
 
1.6
%
$
160.4
 
$
484.8
 
(3.9
)%
$
504.4
 
Depreciation and amortization
   
82.5
 
(0.6
)%
 
83.0
   
247.8
 
2.5
%
 
241.6
 
Other taxes
   
44.9
 
11.7
%
 
40.2
   
134.8
 
6.0
%
 
127.2
 

Third Quarter

Other operation and maintenance expenses increased primarily due to higher incentive compensation and other benefits. Depreciation and amortization expense decreased $3.9 million due to a true up of depreciation expense related to SCE&G’s synthetic fuel investments in the third quarter of 2008, partially offset by net property additions in 2009.  Other taxes increased primarily due to higher property taxes.

Year to Date

Other operation and maintenance expenses decreased primarily due to lower generating, transmission and distribution expense of $4.6 million, lower customer service expense of $5.5 million, and $2.5 million due to a Georgia Public Service Commission settlement and related legal costs in 2008.   Depreciation and amortization expense increased primarily due to net property additions, partially offset by $3.9 million due to a true up of depreciation expense related to SCE&G’s synthetic fuel investments in third quarter of 2008.  Other taxes increased primarily due to higher property taxes.
 
Other Income (Expense)
 
    Other income (expense) includes the results of certain incidental (non-utility) activities and the activities of certain non-regulated subsidiaries. Other income (expense) changed for the three and nine months ended September 30, 2009 compared to 2008 primarily due to increased interest income and lower pension income described below.

Resolution of Economic Impact Zone (EIZ) Tax Credit Uncertainty

SCE&G earned an Economic Income Zone state income tax credit (EIZ credit) in 1996 based on qualifying property additions.  This EIZ credit exceeded the Company’s state tax liability for the 1996 tax year, leaving $15.3 million unused.  The Company’s attempt to carry forward the unused credit to tax years 1997 and 1998 was contested by the South Carolina Department of Revenue.  In September 2009, the South Carolina Supreme Court decided the matter in the Company’s favor.  As a result of the favorable resolution of this uncertainty, the Company recorded the refund for the previously contested EIZ credit of $15.3 million and an additional $14.3 million of interest income.

Prior to this favorable Supreme Court decision, and pursuant to accounting guidance concerning income tax uncertainties, the value of the contested credit had not been reflected in the Company’s statement of income.  SCE&G’s practice is to amortize EIZ credits to income over the lives of the properties that gave rise to the credits.  Accordingly, upon resolution of this prior uncertainty, the Company recorded a multi-year catch-up adjustment in the third quarter 2009 of approximately $6.3 million ($4.0 million after federal tax effect) as a reduction in income taxes.  The remainder of these EIZ credits (approximately $9.0 million) will be amortized to income over approximately 12 years (the remaining life of the related properties) as a reduction in income taxes.  The interest income of $14.3 million ($8.8 million after tax effect) was recorded in the third quarter of 2009 within other income.

 
 
 
 
26
 
Pension Expense (Income)

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

   
Third Quarter
   
Year to Date
 
Millions of dollars
 
2009
   
2008
   
2009
   
2008
 
Income Statement Impact:
                       
  Reduction in employee benefit costs
$
-
 
$
(0.2
)
$
-
 
$
(0.4
)
  Other income
 
(0.8
)
 
(3.6
)
 
(2.8
)
 
(11.0
)
Balance Sheet Impact:
                       
  Increase (reduction) in capital expenditures
 
2.9
   
(0.1
)
 
7.4
   
(0.2
)
  Component of amount (due to) payable from Summer Station co-owner
 
0.7
   
(0.1
)
 
2.0
   
(0.2
)
  Regulatory asset
 
7.8
   
-
   
23.4
   
-
 
Total Pension Expense (Income)
$
10.6
 
$
(4.0
)
$
30.0
 
$
(11.8
)

The Company is recording pension expense in 2009, while it recorded pension income in 2008.  This unfavorable change is due to the significant decline in plan asset values during the fourth quarter of 2008 stemming from turmoil in the financial markets. However, no contribution to the pension trust will be necessary in or for 2009, nor will limitations on benefit payments apply. Additionally, in February 2009, SCE&G was granted accounting orders by the SCPSC under which it will mitigate a significant portion of this increased pension expense by deferring as a regulatory asset the amount of pension expense above that which is included in current rates for its retail electric and gas distribution regulated operations.  These costs are being deferred until future rate filings, at which time the accumulated deferred costs will be addressed prospectively.  

Allowance for Funds Used During Construction (AFC)
 
AFC is a utility accounting practice whereby a portion of the cost of both equity and borrowed funds used to finance construction (which is shown on the balance sheet as construction work in progress) is capitalized. The Company includes an equity portion of AFC in nonoperating income and a debt portion of AFC in interest charges (credits) as noncash items, both of which have the effect of increasing reported net income. AFC increased in 2009 due to the Company’s various construction projects, including the new nuclear generating units and pollution abatement projects at coal-fired plants.

Interest Expense
 
   Interest charges increased primarily due to the additional borrowings described in Note 3 to the condensed consolidated financial statements.
 
Income Taxes

Income tax expense decreased primarily due to lower income before taxes, which excludes the allowance for equity funds used during construction, a nontaxable item, and due to the recognition in the third quarter of 2009 of the tax benefit arising from the resolution of an income tax uncertainty (e.g., previously contested EIZ tax credits (See Other Income (Expense) - Resolution of Economic Impact Zone (EIZ) Tax Credit Uncertainty above)).

LIQUIDITY AND CAPITAL RESOURCES
 
Cash requirements for the Company’s regulated subsidiaries arise primarily from their operational needs, funding their construction programs, payment of dividends to SCANA and refinancing of securities when deemed prudent. The ability of the regulated subsidiaries to replace existing plant investment, to expand to meet future demand for electricity and gas and to install equipment necessary to comply with environmental regulations will depend on their ability to attract the necessary financial capital on reasonable terms. Regulated subsidiaries recover the costs of providing services through rates charged to customers. Rates for regulated services are generally based on historical costs. As customer growth and inflation occur and these subsidiaries continue their ongoing construction programs, rate increases will be sought. The future financial position and results of operations of the regulated subsidiaries will be affected by their ability to obtain adequate and timely rate and other regulatory relief, as requested.

          The issuance of various securities by the Company or its regulated subsidiaries, including short- and long-term debt, is subject to customary approval or authorization by one or more state or federal regulatory bodies, including state public service commissions and the Federal Energy Regulatory Commission (FERC).

In September 2009, PSNC Energy entered into an agreement to issue and sell $100 million of ten-year unsecured notes.  PSNC Energy has until March 31, 2010 to draw funds on the notes.



In June 2009, SCANA issued $30 million of Floating Rate Senior Notes due June 1, 2034.  This final installment of notes, together with notes in the same series previously issued in 2007 and 2008, represents total borrowings in the series of $110 million principal amount.  Proceeds from these notes were used to finance capital expenditures and for general corporate purposes. 

In March 2009, SCE&G issued $175 million of First Mortgage Bonds bearing an annual interest rate of 6.05% and maturing on January 15, 2038.  Proceeds from the sale were used to repay short-term debt and for general corporate purposes.

In January 2009, SCANA closed on the sale of 2.875 million shares of common stock at $35.50 per share.  Proceeds of $100.5 million were used to finance capital expenditures, including the construction of new nuclear units, and for general corporate purposes.  In addition, SCANA issued stock valued at $68.0 million (when issued) during the nine months ended September 30, 2009 through various compensation and dividend reinvestment plans.

Each of the rating agencies that rate the Company and its subsidiaries issued downgrades in 2009.  The principal reasons stated by the rating agencies for these downgrades were the Company’s increased debt to finance capital expenditures and the overall business risk associated with nuclear generation construction.  The ratings as of November 4, 2009 of SCANA and SCE&G are as follows:

SECURITIES RATINGS (As of November 4, 2009)
 
 
SCANA
 
SCE&G
   
Rating
Agency
Senior
Unsecured
 
Senior
Secured
Senior
Unsecured
Preferred
Stock
Commercial
Paper
 
 
Outlook
Moody's
Baa2
 
 A3
Baa1
Baa3
P-2
 
Negative
Standard & Poor’s (S&P)
BBB
 
 A-
BBB+
BBB-
A-2
 
Stable
Fitch
 BBB+
 
A
A-
BBB+
F2
 
Stable

The outlook applies to all ratings provided by the applicable rating agency for SCANA and SCE&G.

Securities ratings used by Moody's, S&P and Fitch are as follows:
 
Long-term (investment grade)
 
Short-term
Moody's (1)
S&P (2)
Fitch (2)
 
Moody's
S&P
Fitch
Aaa
AAA
AAA
 
Prime-1 (P-1)
A-1
F1
Aa
AA
AA
 
Prime-2 (P-2)
A-2
F2
A
A
A
 
Prime-3 (P-3)
A-3
F3
Baa
BBB
BBB
 
Not Prime
B
B
         
C
C
         
D
D
 
(1) Additional Modifiers: 1, 2, 3 (Aa to Baa)   (2) Additional Modifiers: +, - (AA to BBB)

          A security rating should be evaluated independently of other ratings and is not a recommendation to buy, sell or hold securities. The assigning rating organization may revise or withdraw its security ratings at any time.

SCE&G and GENCO have obtained FERC authority to issue short-term indebtedness (pursuant to Section 204 of the Federal Power Act).  SCE&G may issue up to $700 million of unsecured promissory notes or commercial paper with maturity of one year or less, and GENCO may issue up to $100 million of short-term indebtedness.  FERC’s approval expires in February 2010.

 
 
 
 
28
 
SCANA, SCE&G (including Fuel Company) and PSNC Energy had available the following committed lines of credit (LOC), and had outstanding the following LOC advances, commercial paper, and LOC-supported letter of credit obligations:

   
SCANA
SCE&G (a)(b)
 
PSNC Energy (b)
 
   
 
September 30,
 
December 31,
   
 
September 30,
   
December 31,
 
 
September 30,
December 31,
 
Millions of dollars
 
 
2009
 
2008
   
 
2009
   
2008
 
 
2009
2008
 
Lines of credit:
                           
  Committed long-term (expire
    December 2011)
                                   
    Total
$
200
 
$
200
 
$
650
 
$
650
 
$
250
 
$
250
 
    LOC advances
 
-
   
15
   
75
   
285
   
-
   
156
 
    Weighted average interest rate
 
-
%
 
2.17
%
 
.52
%
 
1.61
%
 
-
%
 
1.72
%
    Outstanding commercial paper
    (270 or fewer days) 
 
-
   
-
   
242
   
34
   
69
   
46
 
    Weighted average interest rate
 
-
%
 
-
%
 
.36
%
 
5.69
%
 
.35
%
 
6.15
%
  Letters of credit supported by LOC
 
3
   
-
   
.3
   
-
   
-
   
-
 
  Available
 
197
   
185
   
333
   
331
   
181
   
48
 

    (a)     Nuclear and fossil fuel inventories and emission allowances are financed through the issuance by Fuel Company of
          LOC advances or short-term commercial paper.
  (b)
     SCE&G, Fuel Company and PSNC Energy may issue commercial paper in the amounts of up to $350 million,
     $250 million and $250 million, respectively.

The committed long-term facilities are revolving lines of credit under credit agreements with a syndicate of banks.  Wachovia Bank, National Association and Bank of America, N.A. each provide 14.3% of the aggregate $1.1 billion credit facilities, Branch Banking and Trust Company, UBS Loan Finance LLC, Morgan Stanley Bank, and Credit Suisse, each provide 10.9%, and The Bank of New York and Mizuho Corporate Bank, Ltd each provide 9.1%.  Four other banks provide the remaining 9.6%.  These bank credit facilities support the issuance of commercial paper by SCE&G (including Fuel Company) and PSNC Energy.  When the commercial paper markets are dislocated (due to either price or availability constraints), the credit facilities are available to support the borrowing needs of SCE&G (including Fuel Company) and PSNC Energy. In addition, a portion of the credit facilities supports SCANA’s borrowing needs.

Challenging conditions during 2008 tested the Company’s liquidity and its ability to access short-term funding sources.  During this period, all of the banks in the Company’s committed revolving credit facilities fully funded draws requested of them.  As of September 30, 2009, the Company had drawn approximately $75 million from its $1.1 billion facilities, had approximately $311 million in commercial paper borrowings outstanding, was obligated under $3 million in LOC-supported letters of credit and had approximately $103 million in cash and temporary investments.  The Company regularly monitors the commercial paper and short-term credit markets to optimize the timing for repayment of the outstanding balance on its draws, while maintaining appropriate levels of liquidity.

At September 30, 2009, the Company had net available liquidity of approximately $814 million, and the Company’s committed revolving credit facilities have a stated expiration of December 2011.  The Company’s long-term debt portfolio has a weighted average maturity of approximately 14 years and bears an average cost of 5.96%.  Most long-term debt, including facility draws, effectively bears fixed interest rates.  To further preserve liquidity, the Company rigorously reviewed its projected capital expenditures and operating costs for 2009 and reduced them where possible without impacting safety, reliability, and core customer service.

The Company also obtains cash from SCANA’s stock plans.  Since July 1, 2008, shares of SCANA common stock purchased on behalf of participants in SCANA’s Investor Plus Plan and Stock Purchase-Savings Plan have been acquired through original issue shares, rather than on the open market.  This provided over $40 million of additional cash during 2008 and is expected to provide approximately $80 million annually for 2009 and forward.  Due primarily to new nuclear construction plans, the Company anticipates keeping this strategy in place for the foreseeable future. The Company anticipates that its contractual cash obligations will be met through internally generated funds, the incurrence of additional short- and long-term indebtedness and sales of equity securities. The Company expects, barring further impairment of the capital markets, that it has or can obtain adequate sources of financing to meet its projected cash requirements for the foreseeable future, including cash requirements for nuclear construction. The Company’s ratios of earnings to fixed charges for the nine and twelve months ended September 30, 2009 were 2.88 and 2.89, respectively. 
 
 
 
 
 
29
 
ENVIRONMENTAL AND REGULATORY MATTERS
 
On June 26, 2009, the United States House of Representatives narrowly passed energy legislation that, if it becomes law, would mandate significant reduction in greenhouse gas emissions and require electric utilities to generate an increasing percentage of their power from renewable sources.  The bill would require, among other things, that greenhouse gas emissions be reduced to 17% below 2005 levels by 2020, and to 83% below 2005 levels by 2050.  Companies could meet these standards either through emission reductions or by obtaining emission allowances (“Cap and Trade”).  The bill also would impose a renewable electric standard (RES) on the total generation of electric utilities beginning at 6% in 2012 and increasing to 20% by 2020.  New nuclear generation could be subtracted from the RES total generation baseline calculation, and one quarter of the RES mandate could be met through energy efficiency measures.  The United States Senate is also considering legislation that would address greenhouse gas emissions and would establish an RES.  The Company cannot predict if or when the legislation described above will become law or what requirements would be imposed on the Company by such legislation.  The Company expects that any costs incurred to comply with such legislation would be recoverable through rates.

On April 17, 2009 the EPA issued a proposed finding that atmospheric concentrations of greenhouse gasses endanger public health and welfare within the meaning of Section 202(a) of the Clean Air Act. The proposed finding, as finalized, enables the EPA to regulate greenhouse gas emissions under the Clean Air Act.  The EPA has commited to issue new rules regulating such emissions by November 2011.  On September 30, 2009, the EPA issued a proposed rule that would require large facilities emitting over 25,000 tons of greenhouse gases (GHG) a year (such as SCE&G’s generating facilities) to obtain permits demonstrating that they are using the best practices and technologies to minimize GHG emissions.  The Company expects that any costs incurred to comply with greenhouse gas emission requirements will be recoverable through rates.

With the pervasive emergence of concern over the issue of global warming as a significant influence upon the economy, SCANA, SCE&G and GENCO are subject to certain climate-related financial risks, including those involving regulatory requirements responsive to greenhouse gas emissions, as well as those involving physical impacts which could arise from global warming.  Certain other business and financial risks arising from such climate change could also arise.  The Company cannot predict all of the climate-related regulatory and physical risks nor the related consequences which might impact the Company, and the following discussion should not be considered all-inclusive.

From a regulatory perspective, SCANA, SCE&G and GENCO continually monitor and evaluate their current and projected emission levels and strive to comply with all state and federal regulations regarding those emissions.  SCE&G and GENCO participate in the sulfur dioxide and nitrogen oxide emissions allowance programs with respect to coal plant emissions and also have undertaken to construct additional pollution control equipment at several larger coal-fired electric generating plants. Further, SCE&G has announced plans to construct two new nuclear generating plants which are expected to significantly reduce greenhouse gas emission levels once they are completed and dispatched, displacing some of the current coal-fired generation sources.

See also the discussion of the court action on the CAIR rules (Note 7B to the condensed consolidated financial statements).  Even while those rules have been in flux, the Company has continued with its scrubber and selective catalytic reactor (SCR) construction projects with the expectation that new rules will be forthcoming and on the premise that, even in the absence of such rules, the reduction of emissions to be realized upon completion of those projects is desirable.  The significant capital and other costs of these projects are disclosed in the Environmental Matters section of Management’s Discussion and Analysis of Financial Condition and Results of Operations in the Company’s 2008 Form 10-K.

Physical effects associated with climate changes could include the impact of possible changes in weather patterns, such as storm frequency and intensity, and the resultant potential damage to the Company’s electric system in the event of such storms, the impact of and the resultant property damage, changes in sea-level, as well as impacts on employees and on the Company’s supply chain and many others.  SCANA and SCE&G serve certain of the coastal areas of South Carolina, and much of their service territory is subject to the damaging effects of Atlantic and Gulf coast hurricanes and also to the damaging impact of winter ice storms.  To help mitigate the financial risks arising from these potential occurrences, SCE&G maintains insurance on certain properties and also collects funds from customers for its storm damage reserve (see Note 1 to the condensed consolidated financial statements).  As part of its ongoing operations, SCANA and SCE&G maintain emergency response and storm preparation plans and teams, and applicable personnel participate in ongoing training and related simulations in advance of such storms, all in order to allow the Company to protect its assets and to return its systems to normal reliable operation in a timely fashion following any such event.

The EPA also is committed to propose new federal regulations affecting the management and disposal of coal combustion products (CCP), such as ash, by December 31, 2009.  Such regulations could result in the treatment of some CCPs as hazardous waste and could impose significant costs to utilities, such as SCE&G.  While the Company cannot predict how extensive the regulations will be, the Company believes that any additional costs imposed by such regulations would be recoverable through rates.

 
 
 
 
30
 
OTHER MATTERS

Off-Balance Sheet Transactions
 
Although SCANA invests in securities and business ventures, it does not hold significant investments in unconsolidated special purpose entities.  SCANA also does not engage in off-balance sheet financing or similar transactions, although it is party to incidental operating leases in the normal course of business, generally for office space, furniture, equipment and rail cars.

Environmental Matters; Claims and Litigation

For additional information related to environmental matters and claims and litigation, see Notes 7B and 7C to the condensed consolidated financial statements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 
Interest Rate Risk - The Company’s market risk exposures relative to interest rate risk have not changed materially compared with the Company’s Annual Report on Form 10-K for the year ended December 31, 2008.  Interest rates on the Company’s outstanding debt are fixed either through the issuance of fixed rate debt or through the use of interest rate derivatives.  The Company is not aware of any facts or circumstances that would significantly affect exposures on existing indebtedness in the near future.  For further discussion of changes in long-term debt, see ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS – LIQUIDITY AND CAPITAL RESOURCES and also Notes 3 and 5 of the condensed consolidated financial statements.

Commodity price risk - The Company uses derivative instruments to hedge forward purchases and sales of natural gas, which create market risks of different types. See Note 5 to the condensed consolidated financial statements.  The following tables provide information about the Company’s financial instruments that are sensitive to changes in natural gas prices. Weighted average settlement prices are per 10,000 dekatherms. Fair value represents quoted market prices for these or similar instruments.
 
Expected Maturity:
     
     
     
Futures Contracts   Options
       
Purchased Call
Purchased Put
Sold Put
Sold Call
2009
Long
   
  2009
(Long)
(Short)
(Long)
(Short)
Settlement Price (a)
5.29
   
Strike Price (a)
 7.54
4.84
4.84
10.16
Contract Amount (b)
 4.4
   
Contract Amount (b)
 27.7
 1.6
 1.6
  1.5
Fair Value (b)
 3.9
   
Fair Value (b)
  0.5
 0.1
(0.1)
    -
                 
2010
     
  2010
       
Settlement Price (a)
6.02
   
Strike Price (a)
4.45
5.40
5.40
9.59
Contract Amount (b)
 6.7
   
Contract Amount (b)
 54.1
 1.7
 1.7
 4.3
Fair Value (b)
 6.9
   
Fair Value (b)
  2.6
 0.2
 (0.2)
 (0.1)
                 
2011
               
Settlement Price (a)
7.24
             
Contract Amount (b)
 0.5
             
Fair Value (b)
 0.5
             
                 
(a) Weighted average, in dollars  
           
(b) Millions of dollars
           


 
 
 
 
31
 

Swaps
2009
2010
2011
2012
2013
Commodity Swaps:
         
Pay fixed/receive variable (b)
 41.3
 83.4
  15.0
   4.8
   3.7
Average pay rate (a)
6.565
6.398
7.235
7.708
7.845
Average received rate (a)
5.306
6.088
6.982
7.015
7.071
Fair value (b)
 33.4
 79.4
  14.4
   4.4
   3.3
           
Pay variable/receive fixed (b)
  8.8
30.4
   6.5
   0.7
    -
Average pay rate (a)
5.305
6.110
7.015
6.953
    -
Average received rate (a)
5.869
6.048
6.974
7.509
    -
Fair value (b)
  9.7
 30.1
   6.5
   0.8
    -
           
 Basis Swaps:
         
Pay fixed/receive variable (b)
 27.4
 41.2
   5.4
   3.3
   3.4
Average pay rate (a)
4.691
6.148
7.084
7.102
7.161
Average received rate (a)
4.673
6.105
7.001
7.004
7.057
Fair value (b)
 27.3
 40.9
   5.3
   3.3
   3.3
           
(a) Weighted average, in dollars 
         
(b) Millions of dollars
         

ITEM 4. CONTROLS AND PROCEDURES
 
As of September 30, 2009, SCANA Corporation (SCANA) conducted an evaluation under the supervision and with the participation of its management, including its Chief Executive Officer (CEO) and Chief Financial Officer (CFO), of (a) the effectiveness of the design and operation of its disclosure controls and procedures and (b) any change in its internal control over financial reporting. Based on this evaluation, the CEO and CFO concluded that, as of September 30, 2009, SCANA’s disclosure controls and procedures were effective. There has been no change in SCANA’s internal control over financial reporting during the quarter ended September 30, 2009 that has materially affected or is reasonably likely to materially affect SCANA’s internal control over financial reporting.




 
 
 
 
32



 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
SOUTH CAROLINA ELECTRIC & GAS COMPANY
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 




 
 
 
 
33

ITEM 1. FINANCIAL STATEMENTS
 
SOUTH CAROLINA ELECTRIC & GAS COMPANY
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
 
   
September 30,
 
December 31,
 
Millions of dollars
 
2009
 
2008
 
Assets
             
               
Utility Plant In Service
 
$
9,157
 
$
8,918
 
Accumulated Depreciation and Amortization
   
(2,924
)
 
(2,794
)
Construction Work in Progress
   
1,080
   
704
 
Nuclear Fuel, Net of Accumulated Amortization
   
99
   
77
 
Utility Plant, Net
   
7,412
   
6,905
 
               
Nonutility Property and Investments:
             
  Nonutility property, net of accumulated depreciation
   
49
   
46
 
  Assets held in trust, net - nuclear decommissioning
   
65
   
54
 
  Other Investments
   
1
   
-
 
  Nonutility Property and Investments, Net
   
115
   
100
 
               
Current Assets:
             
  Cash and cash equivalents
   
83
   
119
 
  Receivables, net of allowance for uncollectible accounts of $4 and $3    
   
369
   
483
 
  Receivables - affiliated companies
   
-
   
23
 
  Inventories (at average cost):
             
    Fuel and gas supply
   
240
   
172
 
    Materials and supplies
   
102
   
100
 
    Emission allowances
   
11
   
15
 
  Prepayments and other
   
95
   
155
 
  Total Current Assets
   
900
   
1,067
 
               
Deferred Debits and Other Assets:
             
  Regulatory assets
   
958
   
854
 
  Other
   
137
   
126
 
  Total Deferred Debits and Other Assets
   
1,095
   
980
 
Total
 
$
9,522
 
$
9,052
 

 

 
 
 
 
34
 
   
September 30,
 
 December 31,
 
Millions of dollars
 
2009
 
2008
 
Capitalization and Liabilities
             
               
Common equity
 
$
3,006
 
$
2,704
 
Noncontrolling interest
   
98
   
95
 
  Total Equity
   
3,104
   
2,799
 
Preferred Stock, net (Not subject to purchase or sinking funds)
   
106
   
106
 
Preferred Stock, net (Subject to purchase or sinking funds)
   
7
   
7
 
Long-Term Debt, net
   
2,988
   
3,033
 
Total Capitalization
   
6,205
   
5,945
 
               
Current Liabilities:
             
  Short-term borrowings
   
242
   
34
 
  Current portion of long-term debt
   
20
   
140
 
  Accounts Payable
   
200
   
187
 
  Affiliated Payables
   
92
   
80
 
  Customer deposits and customer prepayments
   
43
   
56
 
  Taxes accrued
   
146
   
120
 
  Interest accrued
   
45
   
50
 
  Dividends declared
   
47
   
44
 
  Derivative liabilities
   
11
   
55
 
  Other
   
41
   
28
 
  Total Current Liabilities
   
887
   
794
 
               
Deferred Credits and Other Liabilities:
             
  Deferred income taxes, net
   
934
   
890
 
  Deferred investment tax credits
   
111
   
102
 
  Asset retirement obligations
   
454
   
437
 
  Due to parent - postretirement and other benefits
   
243
   
236
 
  Regulatory liabilities
   
651
   
608
 
  Other
   
37
   
40
 
  Total Deferred Credits and Other Liabilities
   
2,430
   
2,313
 
 
Commitments and Contingencies (Note 7)
   
-
   
-
 
 Total
 
$
9,522
 
$
9,052
 
 
See Notes to Condensed Consolidated Financial Statements.
 
 
 
 
 
35

SOUTH CAROLINA ELECTRIC & GAS COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
 
     
Three Months Ended
   
Nine Months Ended
 
     
September 30,
   
September 30,
 
Millions of dollars
   
2009
   
2008
   
2009
   
2008
 
Operating Revenues:
                         
  Electric
 
$
615
 
$
674
 
$
1,639
 
$
1,744
 
  Gas
   
66
   
102
   
294
   
423
 
  Total Operating Revenues
   
681
   
776
   
1,933
   
2,167
 
                           
Operating Expenses:
                         
  Fuel used in electric generation
   
221
   
268
   
599
   
673
 
  Purchased power
   
3
   
7
   
11
   
28
 
  Gas purchased for resale
   
45
   
81
   
197
   
326
 
  Other operation and maintenance
   
125
   
121
   
374
   
375
 
  Depreciation and amortization
   
68
   
72
   
203
   
207
 
  Other taxes
   
41
   
37
   
123
   
117
 
  Total Operating Expenses
   
503
   
586
   
1,507
   
1,726
 
                           
Operating Income
   
178
   
190
   
426
   
441
 
                           
Other Income (Expense):
                         
  Other income
   
18
   
8
   
25
   
22
 
  Other expenses
   
(3
)
 
(5
)
 
(9
)
 
(12
)
  Interest charges, net of allowance for borrowed funds
                         
     used during construction of $7, $4, $18 and $10
   
(42
)
 
(38
)
 
(120
)
 
(108
)
  Allowance for equity funds used during construction
   
9
   
3
   
22
   
7
 
Total Other Expense
   
(18
)
 
(32
)
 
(82
)
 
(91
)
                           
Income Before Income Tax Expense, Earnings from Equity
                         
   Method Investments, and Preferred Stock Dividends
   
160
   
158
   
344
   
350
 
Income Tax Expense
   
49
   
59
   
109
   
127
 
                           
Income Before Earnings from Equity Method Investments
   
111
   
99
   
235
   
223
 
Earnings from Equity Method Investments
   
-
   
3
   
-
   
3
 
                           
Net Income
   
111
   
102
   
235
   
226
 
Less Net Income Attributable to Noncontrolling Interest
   
4
   
2
   
7
   
7
 
                           
Net Income Attributable to SCE&G
   
107
   
100
   
228
   
219
 
Preferred Stock Cash Dividends Declared
   
1
   
2
   
5
   
6
 
                           
Earnings Available for Common Shareholder
 
$
106
 
$
98
 
$
223
 
$
213
 
                           
Dividends Declared on Common Stock
 
$
46
 
$
41
 
$
129
 
$
123
 
                           
See Notes to Condensed Consolidated Financial Statements.
                         
 

 
 
 
 
36

 
SOUTH CAROLINA ELECTRIC & GAS COMPANY
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
 
   
Nine Months Ended
 
   
September 30,
 
Millions of dollars
   
2009
   
2008
 
Cash Flows From Operating Activities:
             
  Net income
 
$
235
 
$
223
 
  Adjustments to Reconcile Net Income to Net Cash Provided From Operating Activities:
             
   Deferred income taxes, net
   
42
   
46
 
    Depreciation and amortization
   
211
   
207
 
    Amortization of nuclear fuel
   
16
   
12
 
    Allowance for equity funds used during construction
   
(22
 
(7
)
    Carrying cost recovery
   
(4
)
 
(4
)
   Changes in certain assets and liabilities:
             
      Receivables
   
93
   
(93
)
      Inventories
   
(111
)
 
(14
)
      Prepayments
   
41
   
(10
)
    Due from parent-pension and other postretirement benefits
   
-
 
 
(24
)
      Other regulatory assets
   
(108
)
 
32
 
      Regulatory liabilities
   
15
   
(4
)
      Accounts payable
   
(1
)
 
(17
)
      Taxes accrued
   
26
   
(5
)
      Interest accrued
   
(5
)
 
2
 
   Changes in other assets
   
(33
)
 
6
 
   Changes in other liabilities
   
(17
)
 
3
 
 Net Cash Provided From Operating Activities
   
378
   
353
 
 Cash Flows From Investing Activities:
             
 Utility property additions and construction expenditures
   
(586
)
 
(558
)
 Non-utility property additions
   
(3
)
 
(4
)
 Proceeds from investments and sale of assets
   
22
   
4
 
 Short-term investments - affiliate
   
18
   
-
 
 Investments      (5 )    -  
 Net Cash Used For Investing Activities
   
(554
)
 
(558
)
 Cash Flows From Financing Activities:
             
  Proceeds from issuance of long-term debt
   
250
   
678
 
  Repayment of debt
   
(415
)
 
(8
)
  Dividends
   
(133
)
 
(121
)
  Contributions from parent
   
204
   
14
 
  Short-term borrowings - affiliate, net
   
26
   
93
 
  Short-term borrowings, net
   
208
   
(437
)
  Net Cash Provided From Financing Activities
   
140
   
219
 
Net Increase (Decrease) In Cash and Cash Equivalents
   
(36
)
 
14
 
Cash and Cash Equivalents, January 1
   
119
   
41
 
Cash and Cash Equivalents, September 30
 
$
83
 
$
55
 
 Supplemental Cash Flow Information:
             
  Cash paid for - Interest (net of capitalized interest of $18 and $10)
 
$
116
 
$
95
 
                        - Income taxes
   
(2
)
 
35
 
 
 Noncash Investing and Financing Activities:
             
  Accrued construction expenditures
   
99
   
36
 
 
 See Notes to Condensed Consolidated Financial Statements.
             

 
 
 
 
37
 
   
SOUTH CAROLINA ELECTRIC & GAS COMPANY
 
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
 
(Unaudited)
 
       
 
Three Months Ended
Nine Months Ended
 
 
September 30,
September 30,
 
Millions of dollars
 
2009
 
  2008
 
2009
 
2008
   
Net Income
 
$
111
 
$
99
 
$
235
 
$
223
   
Other Comprehensive Income (Loss), net of tax:
                           
  Reclassification to net income - amortization of deferred
                           
     employee benefit plan costs, net of taxes
   
1
   
-
   
3
   
-
   
Total Comprehensive Income
   
112
   
99
   
238
   
223
   
Less Comprehensive Income Attributable to Noncontrolling Interest
   
(5
)
 
(4
)
 
(12
)
 
(13
)
 
Comprehensive Income Available to Common Shareholder (1)
 
$
107
 
$
95
 
$
226
 
$
210
   
 
(1)  Accumulated other comprehensive loss totaled $43.5 million as of September 30, 2009 and $46.2 million as
     of December 31, 2008.
  
See Notes to Condensed Consolidated Financial Statements. 
 



SOUTH CAROLINA ELECTRIC & GAS COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2009
(Unaudited)
 
The following notes should be read in conjunction with the Notes to Consolidated Financial Statements appearing in South Carolina Electric & Gas Company’s (SCE&G, and together with its consolidated affiliates, the Company) Annual Report on Form 10-K, as amended, for the year ended December 31, 2008. These are interim financial statements, and due to the seasonality of the Company’s business and matters that may occur during the rest of the year, the amounts reported in the Condensed Consolidated Statements of Income are not necessarily indicative of amounts expected for the full year. In the opinion of management, the information furnished herein reflects all adjustments, all of a normal recurring nature, which are necessary for a fair statement of the results for the interim periods reported.  The Company has evaluated subsequent events through November 4, 2009, which is the date these financial statements were issued.
 
On July 1, 2009 the Financial Accounting Standards Board (FASB) Accounting Standards Codification (the Codification or ASC) became the single source of authoritative accounting principles generally accepted in the United States (GAAP). Throughout these notes, references to previous GAAP have been replaced with reference to the ASC.

1.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
A.      Variable Interest Entity
 
An enterprise’s consolidated financial statements are required to include entities in which the enterprise has a controlling financial interest. SCE&G has determined that it has a controlling financial interest in South Carolina Generating Company, Inc. (GENCO) and South Carolina Fuel Company, Inc. (Fuel Company), and accordingly, the accompanying condensed consolidated financial statements include the accounts of SCE&G, GENCO and Fuel Company. The equity interests in GENCO and Fuel Company are held solely by SCANA Corporation (SCANA), the Company’s parent. Accordingly, GENCO’s and Fuel Company’s equity and results of operations are reflected as noncontrolling interest in the Company’s condensed consolidated financial statements.
 
GENCO owns a coal-fired electric generating station with a 615 megawatt net generating capacity (summer rating). GENCO’s electricity is sold solely to SCE&G under the terms of power purchase and related operating agreements. Fuel Company acquires, owns and provides financing for SCE&G’s nuclear fuel, fossil fuel and emission allowances. The effects of these transactions are eliminated in consolidation. Substantially all of GENCO’s property (carrying value of $485 million) serves as collateral for its long-term borrowings.
 
B.      Basis of Accounting
 
The Company has significant cost-based, rate-regulated operations and recognizes in its financial statements certain revenues and expenses in different time periods than do enterprises that are not rate-regulated. As a result, the Company has recorded regulatory assets and regulatory liabilities, summarized as follows.
 
   
September 30,
   
December 31,
 
Millions of dollars
 
2009
   
2008
 
Regulatory Assets:
           
Accumulated deferred income taxes
 
$
166
   
$
166
 
Under collections – electric fuel adjustment clause
   
65
     
-
 
Environmental remediation costs
   
19
     
19
 
Asset retirement obligations and related funding
   
261
     
250
 
Franchise agreements
   
47
     
50
 
Deferred employee benefit plan costs
   
334
     
325
 
Other
   
66
     
44
 
Total Regulatory Assets
 
$
958
   
$
854
 

Regulatory Liabilities:
           
Accumulated deferred income taxes
 
$
29
   
$
30
 
Other asset removal costs
   
530
     
503
 
Storm damage reserve
   
51
     
48
 
Planned major maintenance
   
16
     
11
 
Other
   
25
     
16
 
Total Regulatory Liabilities
 
$
651
   
$
608
 
 
Accumulated deferred income tax liabilities arising from utility operations that have not been included in customer rates are recorded as a regulatory asset.  Accumulated deferred income tax assets arising from deferred investment tax credits are recorded as a regulatory liability.
 
Under-collections - electric fuel adjustment clause represent amounts due from customers pursuant to the fuel adjustment clause as approved by the Public Service Commission of South Carolina (SCPSC) during annual hearings which are expected to be recovered in retail electric rates during the period October 2010 through April 2012.  As a part of a settlement agreement approved by the SCPSC in April 2009, SCE&G is allowed to collect interest on the deferred balance during the recovery period.
 
Environmental remediation costs represent costs associated with the assessment and clean-up of manufactured gas plant (MGP) sites currently or formerly owned by SCE&G. Costs incurred by SCE&G at such sites are being recovered through rates.  SCE&G is authorized to amortize $1.4 million of these costs annually.
 
Asset retirement obligations (ARO) and related funding represents the regulatory asset associated with the legal obligation to decommission and dismantle V. C. Summer Nuclear Station (Summer Station) and conditional AROs.
 
Franchise agreements represent costs associated with electric and gas franchise agreements with the cities of Charleston and Columbia, South Carolina. Based on the SCPSC order, SCE&G began amortizing these amounts through cost of service rates in February 2003 over approximately 20 years.
 
Deferred employee benefit plan costs represent amounts of pension and other postretirement benefit costs which were accrued as liabilitiesand the costs deferred pursuant to specific regulatory orders (Note 1D), but which are expected to be recovered through utility rates.
 
Other asset removal costs represent net collections through depreciation rates of estimated costs to be incurred for the removal of assets in the future.
 
The storm damage reserve represents an SCPSC-approved collection through SCE&G electric rates, capped at $100 million, which can be applied to offset incremental storm damage costs in excess of $2.5 million in a calendar year, certain transmission and distribution insurance premiums and certain tree trimming expenditures in excess of amounts included in base rates.  During the nine months ended September 30, 2009 and 2008 SCE&G applied costs of $1.6 million and $3.7 million, respectively, to the reserve.
 
Planned major maintenance related to certain fossil hydro turbine/generation equipment and nuclear refueling outages is accrued in advance of the time the costs are incurred, as approved through specific SCPSC orders. SCE&G collects $8.5 million annually, ending December 2013, through electric rates to offset turbine maintenance expenditures.  Nuclear refueling charges are accrued during each 18-month refueling outage cycle as a component of cost of service.

The SCPSC or the United States Federal Energy Regulatory Commission (FERC) have reviewed and approved through specific orders most of the items shown as regulatory assets. Other regulatory assets include certain costs which have not been approved for recovery by the SCPSC or by FERC. In recording these costs as regulatory assets, management believes the costs will be allowable under existing rate-making concepts that are embodied in rate orders received by the Company.  In addition, the Company has deferred in utility plant in service approximately $74.2 million of unrecovered costs related to the Lake Murray backup dam project and $70.1 million of costs related to the installation of selective catalytic reactor (SCR) technology at its Cope Station generating facility. See Note 7B. These costs are not currently being recovered, but are expected to be recovered through rates in future periods. In the future, as a result of deregulation or other changes in the regulatory environment, the Company may no longer meet the criteria of accounting for rate-regulated utilities, and could be required to write off its regulatory assets and liabilities.  Such an event could have a material adverse effect on the Company’s results of operations, liquidity or financial position in the period the write-off would be recorded. 

C.      Affiliated Transactions
 
Carolina Gas Transmission Corporation (CGT), a wholly-owned subsidiary of SCANA, transports natural gas to the Company to supply certain electric generation requirements and to serve SCE&G’s retail gas customers.  SCE&G had approximately $2.4 million payable to CGT for transportation services at September 30, 2009 and approximately $0.7 million in receivables, related to certain transportation refunds, at December 31, 2008. 
 

 
 
 
 
40

The Company participates in a utility money pool.  Money pool borrowings and investments bear interest at short-term market rates.  Total interest expense on money pool borrowings was not significant for the three and nine months ended September 30, 2009.  Total interest expense was $1.4 million and $3.4 million for the three and nine months ended September 30, 2008, respectively.  At each of September 30, 2009 and December 31, 2008, the Company owed an affiliate $34.5 million and had a net receivable of $9.1 million, respectively.

Total interest income from investments with affiliated companies for the three and nine months ended September 30, 2009 and 2008 was not significant.

          SCE&G purchases natural gas and related pipeline capacity from SCANA Energy Marketing, Inc. (SEMI) to supply its Jasper County Electric Generating Station and to serve its retail gas customers. Such purchases totaled approximately $38.4 million and $117.4 million for the three and nine months ended September 30, 2009, respectively, and $86.7 million and $253.8 million for the corresponding periods in 2008.  SCE&G’s payables to SEMI for such purchases were $11.6 million at September 30, 2009 and $11.1 million at December 31, 2008.

D.      Pension and Other Postretirement Benefit Plans
 
The Company participates in SCANA’s noncontributory defined benefit pension plan, which covers substantially all permanent employees, and also participates in SCANA’s unfunded postretirement health care and life insurance programs, which provide benefits to active and retired employees.  The Company’s net periodic benefit cost for the pension plan was $9.1 million and $25.9 million for the three and nine months ended September 30, 2009, respectively, including deferred amounts (see below), and the Company’s net periodic benefit income from the pension plan was $4.7 million and $13.7 million for the three and nine months ended September 30, 2008, respectively.  Net periodic benefit cost for the postretirement plan was $3.0 million and $9.7 million for the three and nine months ended September 30, 2009, respectively, and was $3.0 million and $9.7 million for the corresponding periods in 2008.
 
 In February 2009, SCE&G was granted accounting orders by the SCPSC to allow the deferral until future rate filings of pension expense related to its utility operations above that which is included in current rates.  Costs totaling $7.8 million and $23.4 million have been deferred during the three and nine months ended September 30, 2009, respectively.

E.       New Accounting Matters

Statement of Financial Accounting Standards (SFAS) 167, codified as ASC 810, Consolidation was issued in June 2009 and requires an enterprise to perform an analysis to determine whether it has a controlling financial interest in a variable interest entity.  ASC 810 is effective for fiscal years beginning after November 15, 2009.  The Company has not determined what impact, if any, the adoption will have on the Company’s results of operations, cash flows or financial position.

The Company adopted SFAS 165, codified as ASC 855, Subsequent Events, effective June 30, 2009.  ASC 855 makes the Company’s management responsible for subsequent-events accounting and disclosure.  The adoption of SFAS 165 did not impact the Company’s results of operations, cash flows or financial position.  

The Company adopted FASB Staff Position FAS 107-1 and APB 28-1, codified as ASC 825, Financial Instruments, effective June 30, 2009.  This Staff Position amended previous guidance to require certain disclosures related to fair value in interim financial statements.  See Note 6 for the required disclosure.

 The Company adopted SFAS 161, codified as ASC 815, Derivatives and Hedging, in the first quarter of 2009.  ASC 815 requires enhanced disclosures about an entity’s derivative and hedging activities to include how derivative instruments are accounted for and the effect of such activities on the entity’s financial statements.  The initial adoption of SFAS 161 did not impact the Company’s results of operations, cash flows or financial position.  See Note 5 for the required disclosure.
 
The Company adopted SFAS 160, codified as ASC 810, Consolidation, in the first quarter of 2009.  ASC 810 requires entities to report noncontrolling (minority) interests in subsidiaries as equity.  The initial adoption of SFAS 160 did not have a material impact on the Company’s financial condition, results of operations or cash flows. However, it did impact the presentation and disclosure of capitalization and noncontrolling (minority) interests in the Company’s consolidated financial statements.


 
 
 
 
41

            The principal effect on the prior year balance sheets related to the adoption of SFAS 160 and correction of the presentation of the preferred stock not subject to purchase or sinking funds (described in Note 1F) is summarized as follows:

 
December 31,
Millions of dollars
2008
2007
Total Shareholders’ Investment, as previously reported
$2,810
$2,728
Increase for reclassification of noncontrolling interest
95
89
Decrease for presentation of preferred stock (not subject to purchase or
  sinking funds) as temporary equity
 
(106)
 
(106)
Total Equity, as adjusted
$2,799
$2,711

Additionally, the adoption of SFAS 160 had the effect of reclassifying earnings attributable to non-controlling interest in the consolidated statement of operations from other income and expense to separate line items.  ASC 810 also requires that net income be adjusted to include the net income attributable to the non-controlling interest, and a new separate caption for net income attributable to common shareholders be presented in the consolidated statement of operations. Thus, after adoption of SFAS 160 net income will increase by $9 million, $7 million and $7 million for the years 2008, 2007 and 2006, respectively, and net income attributable to SCE&G will be equal to net income as previously reported prior to the adoption of SFAS 160.
  
The Company adopted SFAS 141(R), codified as ASC 805, Business Combinations, in the first quarter of 2009.   ASC 805 requires the acquiring entity in a business combination to recognize the assets acquired and the liabilities assumed at their fair values at the acquisition date.  ASC 805 also requires the acquiring entity to disclose all of the information needed to evaluate and understand the nature and financial effect of the business combination.  The initial adoption of SFAS 141(R) did not impact the Company’s results of operations, cash flows or financial position.

F.       Preferred stock

SCE&G has corrected the presentation of the preferred stock not subject to purchase or sinking funds to present these preferred securities in a manner consistent with temporary equity.  Although the effects are not material to previously issued balance sheets, the presentation of these amounts has been corrected as of December 31, 2008 by presenting these $106 million of preferred securities separately from common equity. This change had no impact on income or on cash flows for any period presented.

G.      Income Taxes

In September 2009, an income tax uncertainty was resolved in the Company’s favor upon the receipt of a favorable ruling in litigation of a state tax issue, which resulted in a refund of $15 million in state income taxes, plus interest.  While the total of this tax benefit that will impact the effective tax rate will be $15 million, such impact is not expected to be material in the current or future years because, under regulatory accounting provisions, the tax benefit recorded is being amortized into earnings over the remaining life of property additions that gave rise to the tax benefit.  No other material changes in the status of the Company’s tax positions have occurred through September 30, 2009.

2.        RATE AND OTHER REGULATORY MATTERS

 Electric
 
SCE&G’s rates are established using a cost of fuel component approved by the SCPSC which may be adjusted periodically to reflect changes in the price of fuel purchased by SCE&G.  In April 2009, the SCPSC approved a settlement agreement between SCE&G, the South Carolina Office of Regulatory Staff (ORS) and others authorizing SCE&G to increase the fuel cost portion of its electric rates, effective with the first billing cycle of May 2009.  As a part of the settlement, SCE&G agreed to spread the recovery of undercollected fuel costs over a three-year period ending April 2012, as further described in Note 1A.  Due to the extended recovery period, SCE&G is allowed to collect interest on the deferred balance.
   
In July 2009, SCE&G filed with the SCPSC requests for an order pursuant to the Base Load Review Act (the BLRA) to approve an updated construction and capital cost schedule for the construction of two new nuclear generating units at Summer Station.  The updated schedule provides details of the construction and capital cost schedule beyond what was proposed and included in the original BLRA filing described below.  The revised schedule does not change the previously announced completion date for the two nuclear units or the originally announced cost.  The SCPSC has scheduled a hearing on this matter for November 4, 2009, and is expected to issue an order in January 2010.

 
 
 
 
42
 
In June 2009, SCE&G filed a request with the SCPSC for approval of certain demand reduction and energy efficiency programs (DSM programs).  SCE&G has requested the establishment of an annual rider to allow recovery of the costs and lost net margin revenue associated with DSM programs along with an incentive for investing in such programs.  The SCPSC is expected to conduct a hearing on SCE&G’s request in January 2010.

In February 2009, the SCPSC approved SCE&G’s combined application pursuant to the BLRA, seeking a certificate of environmental compatibility and public convenience and necessity and for a base load review order, relating to proposed construction by SCE&G and South Carolina Public Service Authority (Santee Cooper) to build and operate two new nuclear generating units at Summer Station.  Under the BLRA, the SCPSC conducted a full pre-construction prudency review of the proposed units and the engineering, procurement and construction contract under which they will be built. The SCPSC prudency finding is binding on all future related rate proceedings so long as the construction proceeds in accordance with the schedules, estimates and projections, including contingencies set forth in the approved application.  As part of its order, the SCPSC approved the initial rate increase of $7.8 million, or 0.4%, related to recovery of the cost of capital on project expenditures through June 30, 2008, and the revised rates became effective for bills rendered on and after March 29, 2009.  In addition, SCE&G is allowed to file revised rates with the SCPSC each year to incorporate any incremental construction work in progress incurred for new nuclear generation.  Requested rate adjustments would be based on SCE&G’s updated cost of debt and capital structure and on an allowed return on common equity of 11%.  In May 2009, two intervenors filed separate appeals of the order with the South Carolina Supreme Court.  The appeals are pending, and SCE&G cannot predict how or when they will be resolved.  In September 2009, the SCPSC approved SCE&G’s first annual revised rate request under the BLRA. The $22.5 million or 1.1% increase to the retail electric rates is effective for bills rendered on or after October 30, 2009.

In March 2008, SCE&G and Santee Cooper filed an application with the Nuclear Regulatory Commission (NRC) for a combined construction and operating license (COL).  This COL application for the two new units was reviewed for completeness by the NRC and docketed on July 31, 2008.  In September 2008 the NRC issued a 30-month review schedule from the docketing date to the issuance of the safety evaluation report which would signify satisfactory completion of its review.  Both the environmental and safety reviews by the NRC are in progress and should support a COL issuance in late 2011.  This date would support both the project schedule and the substantial completion dates for the two new units in 2016 and 2019, respectively. 

Gas
 
In June 2009 SCE&G filed an application with the SCPSC requesting an increase in retail natural gas base rates of 2.53% under the terms of the Natural Gas Rate Stabilization Act (Stabilization Act).  The Stabilization Act is designed to reduce the volatility of costs charged to customers by allowing for more timely recovery of the costs that regulated utilities incur related to natural gas infrastructure.  In October 2009, the SCPSC approved an increase in retail natural gas base rates of $13 million.  The rate adjustment will be implemented with the first billing cycle of November 2009.

In October 2008, the SCPSC approved an increase in SCE&G’s retail natural gas base rates of $3.7 million under the terms of the Stabilization Act.  The rate adjustment was effective with the first billing cycle of November 2008.
 
SCE&G’s tariffs include a purchased gas adjustment (PGA) clause that provides for the recovery of actual gas costs incurred including costs related to hedging natural gas purchasing activities.  SCE&G's rates are calculated using a methodology which adjusts the cost of gas monthly based on a 12-month rolling average.  In August 2008, in connection with the annual review of the PGA and the gas purchasing policies of SCE&G, the SCPSC determined that SCE&G’s gas costs, including all hedging transactions, were reasonable and prudently incurred during the 12 months ended February 29, 2008.  The next annual review is scheduled for November 2009.

3.       LONG-TERM DEBT AND LIQUIDITY
 
Long-term Debt

In March 2009, SCE&G issued $175 million of First Mortgage Bonds bearing an annual interest rate of 6.05% and maturing on January 15, 2038.  Proceeds from the sale were used to repay short-term debt and for general corporate purposes.
 
Substantially all of SCE&G's and GENCO's electric utility plant is pledged as collateral in connection with long-term debt. The Company is in compliance with all debt covenants.
 

 
 
 
 
43
 
Liquidity

SCE&G (including Fuel Company) had available the following committed lines of credit (LOC), and had outstanding the following LOC advances, commercial paper, and LOC-supported letter of credit obligations:
 
       
SCE&G (a) (b)
 
             
September 30,
   
December 31,
 
Millions of dollars
           
2009
   
2008
 
Lines of credit:
                     
  Committed long-term (expire December 2011)
                     
    Total
           
$
650
 
$
650
 
    LOC advances
             
75
   
285
 
    Weighted average interest rate
             
.52
%
 
1.61
%
    Outstanding commercial paper
      (270 or fewer days) 
             
242
   
34
 
    Weighted average interest rate
             
.36
%
 
5.69
%
   Letters of credit supported by LOC
             
.3
   
-
 
   Available
             
333
   
331
 

(a)        Nuclear and fossil fuel inventories and emission allowances are financed through the issuance by Fuel Company of
           LOC advances or short-term commercial paper.
(b)        SCE&G and Fuel Company may issue commercial paper in the amounts of up to $350 million for SCE&G
           and up to $250 million for Fuel Company.

The committed long-term facilities are revolving lines of credit under credit agreements with a syndicate of banks.  Wachovia Bank, National Association and Bank of America, N.A. each provide 14.3% of the aggregate $650 million credit facilities, Branch Banking and Trust Company, UBS Loan Finance LLC, Morgan Stanley Bank, and Credit Suisse, each provide 10.9%, and The Bank of New York and Mizuho Corporate Bank, Ltd each provide 9.1%.  Four other banks provide the remaining 9.6%.  These bank credit facilities support the issuance of commercial paper by SCE&G (including Fuel Company). When the commercial paper markets are dislocated (due to either price or availability constraints), the credit facilities are available to support the borrowing needs of SCE&G (including Fuel Company).

4.       COMMON EQUITY

Changes in common equity during the nine months ended September 30, 2009 and 2008 were as follows:

 
In Millions
   
Common
Equity
   
Noncontrolling
Interest
   
Total
Equity
 
Balance at January 1, 2009
 
$
2,704
 
$
95
 
$
2,799
 
     Capital contribution from parent
   
204
   
-
   
204
 
     Dividends declared
   
(130
)
 
(4
 
(134
     Net income
   
228
   
7
   
235
 
Balance as of September 30, 2009
 
$
3,006
 
$
98
 
$
3,104
 

Balance at January 1, 2008
 
$
2,622
 
$
89
 
$
2,711
 
     Capital contribution from parent
   
13
   
1
   
14
 
     Dividends declared
   
(125
)
 
(3
 
(128
     Net income
   
219
   
7
   
226
 
Balance as of September 30, 2008
 
$
2,729
 
$
94
 
$
2,823
 

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

 
 
 
 
44

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

The Company’s regulated gas operations hedge natural gas purchasing activities using over-the-counter options and swaps and New York Mercantile Exchange (NYMEX) futures and options. The Company’s tariffs include a PGA that provides for the recovery of actual gas costs incurred. The SCPSC has ruled that the results of these hedging activities are to be included in the PGA. As such, the cost of derivatives and gains and losses on such derivatives utilized to hedge gas purchasing activities are recoverable through the weighted average cost of gas calculation. The offset to the change in fair value of these derivatives is recorded as a regulatory asset or liability.  These derivative financial instruments are not designated as hedges.
 
The Company uses interest swaps to manage interest rate risk on certain debt issuances.  In particular, the Company uses swaps to synthetically convert variable rate debt to fixed rate debt.  In addition, in anticipation of the issuance of debt, the Company may use treasury rate lock or swap agreements.  These arrangements are designated as cash flow hedges. The effective portions of changes in fair value and payments made or received upon termination of such agreements are recorded in regulatory assets or regulatory liabilities and amortized to interest expense over the term of the underlying debt.  Ineffective portions are recognized in income.

The effective portion of settlement payments made or received upon termination are amortized to interest expense over the term of the underlying debt and are classified as a financing activity in the consolidated statement of cash flows.  The Company does not have any financial instruments designated as fair value hedges.
 
Quantitative Disclosures Related to Derivatives

At September 30, 2009, the Company was party to natural gas derivative contracts for 3,514,000 dekatherms.  Also at September 30, 2009, the Company was a party to interest rate swaps designated as cash flow hedges with an aggregate notional amount of $221.4 million.

 
Fair Values of Derivative Instruments
       
 
Asset Derivatives
 
Liability Derivatives
As of September 30, 2009
 
Balance Sheet
   
Fair
 
Balance Sheet
   
Fair
Millions of dollars
 
Location (a)
   
Value
 
Location (a)
   
Value
Derivatives designated as hedging instruments
                   
  Interest rate contracts
 
Other deferred debits
 
$
3
 
Derivative liabilities
 
$
9
             
Other deferred credits
   
2
  Total
     
$
3
     
$
11
                     
Derivatives not designated as hedging instruments
                   
  Commodity contracts
 
Prepayments and other
   
1
 
Accounts receivable
   
1
             
Derivative liabilities
   
2
Total
     
$
1
     
$
3

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


 
 
 
45
 
The effect of derivative instruments on the statement of income for the three and nine months ended September 30, 2009 is as follows:

     
Gain or (Loss) Deferred
 
Gain or (Loss) Reclassified from
 
  Derivatives in Cash Flow    
in Regulatory Accounts
 
Deferred Accounts into Income
 
Hedging Relationships
   
(Effective Portion)
 
(Effective Portion)
 
Millions of dollars
      2009     Location       Amount  
Third Quarter 
                 
Interest rate contracts
 
$
(11
Interest expense
 
$
(1
)
Total
 
$
(11
   
$
(1
 
Year to Date
                 
Interest rate contracts
 
$
39
 
Interest expense
 
$
(2
)
Total
 
$
39
     
$
(2

Derivatives Not Designated
 
as Hedging Instruments
 
Gain or (Loss) Recognized in Income
 
Millions of dollars
    Location       Amount  
Third Quarter 
           
Commodity contracts
 
Gas purchased for resale
 
$
(6
)
Total
     
$
(6
)

Year to Date
           
Commodity contracts
 
Gas purchased for resale
 
$
(12
)
Total
     
$
(12
)
 
Hedge Ineffectiveness

Other gains (losses) recognized in income representing interest rate hedge ineffectiveness were $(0.8) million and $1.2 million, net of tax, for the three and nine months ended September 30, 2009, respectively.  These amounts are recorded within interest expense on the statement of income.

Credit Risk Considerations

Certain of the Company’s derivative instruments contain contingent provisions that require the Company to provide collateral upon the occurrence of specific events, primarily credit downgrades. As of September 30, 2009, the Company has posted no collateral related to derivatives with contingent provisions that are in a net liability position. If all of the contingent features underlying these instruments were fully triggered as of September 30, 2009, the Company would be required to post $7.6 million of collateral to its counterparties. The aggregate fair value of all derivative instruments with contingent provisions that are in a net liability position as of September 30, 2009, is $7.6 million.

6.       FAIR VALUE MEASUREMENTS, INCLUDING DERIVATIVES

The Company values commodity derivative assets and liabilities using unadjusted NYMEX prices, and considers such measure of fair value to be Level 1 for exchange traded instruments and Level 2 for over-the-counter instruments. The Company’s interest rate swap agreements are valued using discounted cashflow models with independently sourced data.  Fair value measurements, and the level within the fair value hierarchy in which the measurements fall, were as follows:
 
     
Fair Value Measurements Using
 
     
Quoted Prices in Active
   
Significant Other
 
     
Markets for Identical Assets
   
Observable Inputs
 
Millions of dollars
   
(Level 1)
   
(Level 2)
 
As of September 30, 2009
             
Assets - Derivative instruments
 
$
2
 
 $
  3
 
Liabilities - Derivative instruments
   
-
   
 13
 
               
As of December 31, 2008 
             
Assets - Derivative instruments
   
6
   
14
 
Liabilities - Derivative instruments
   
2
   
60
 
 
There were no fair value measurements based on significant unobservable inputs (Level 3) for either date presented.

 
The financial instruments for which the carrying amount may not equal estimated fair value at September 30, 2009 and December 31, 2008 were as follows:
 
   
September 30, 2009
 
December 31, 2008
 
 Millions of dollars
 
 
Carrying
Amount
 
Estimated
Fair
Value
 
 
Carrying
Amount
 
Estimated
Fair
Value
 
       
Long-term debt
 
$
3,008.3
 
$
3,281.5
 
$
3,173.2
 
$
3,297.1
 
Preferred stock (not subject to purchase or sinking funds)
   
106.3
   
103.6
   
106.3
   
89.3
 
Preferred stock (subject to purchase or sinking funds)
   
7.1
   
6.6
   
7.5
   
7.5
 

Fair values of long-term debt are based on quoted market prices of the instruments or similar instruments. For debt instruments for which no quoted market prices are available, fair values are based on net present value calculations. Carrying values reflect the fair values of interest rate swaps based on settlement values obtained from counterparties. Early settlement of long-term debt may not be possible or may not be considered prudent.
 
The fair value of preferred stock is estimated using market quotes.
 
Potential taxes and other expenses that would be incurred in an actual sale or settlement have not been considered.

7.       COMMITMENTS AND CONTINGENCIES
 
Commitments and contingencies at September 30, 2009 include the following:

A.      Nuclear Insurance
 
The Price-Anderson Indemnification Act deals with public liability for a nuclear incident and establishes the liability limit for third-party claims associated with any nuclear incident at $12.5 billion.  Each reactor licensee is currently liable for up to $117.5 million per reactor owned by such licensee for each nuclear incident occurring at any reactor in the United States, provided that not more than $17.5 million of the liability per reactor would be assessed per year. SCE&G’s maximum assessment, based on its two-thirds ownership of Summer Station, would be $78.3 million per incident, but not more than $11.7 million per year.
 
SCE&G currently maintains policies (for itself and on behalf of Santee Cooper, a one-third owner of Summer Station) with Nuclear Electric Insurance Limited. The policies, covering the nuclear facility for property damage, excess property damage and outage costs, permit retrospective assessments under certain conditions to cover insurer’s losses. Based on the current annual premium, SCE&G’s portion of the retrospective premium assessment would not exceed $14.2 million.
 
To the extent that insurable claims for property damage, decontamination, repair and replacement and other costs and expenses, including replacement power, arising from a nuclear incident at Summer Station exceed the policy limits of insurance, or to the extent such insurance becomes unavailable in the future, and to the extent that SCE&G’s rates would not recover the cost of any purchased replacement power, SCE&G will retain the risk of loss as a self-insurer. SCE&G has no reason to anticipate a serious nuclear incident. However, if such an incident were to occur, it would have a material adverse impact on the Company’s results of operations, cash flows and financial position.

B.      Environmental
 
The United States Environmental Protection Agency (EPA) issued a final rule in 2005 known as the Clean Air Interstate Rule (CAIR). CAIR requires the District of Columbia and 28 states, including South Carolina, to reduce nitrogen oxide and sulfur dioxide emissions in order to attain mandated state levels.  CAIR set emission limits to be met in two phases beginning in 2009 and 2015, respectively, for nitrogen oxide and beginning in 2010 and 2015, respectively, for sulfur dioxide.  Numerous states, environmental organizations, industry groups and individual companies challenged the rule, seeking a change in the method CAIR used to allocate sulfur dioxide emission allowances.  On December 23, 2008, the United States Court of Appeals for the District of Columbia Circuit remanded the rule but did not vacate it.  Prior to the Court of Appeals’ decision, SCE&G and GENCO had determined that additional air quality controls would be needed to meet the CAIR requirements. SCE&G has completed the installation of SCR technology at Cope Station for nitrogen oxide reduction and SCE&G and GENCO are installing wet limestone scrubbers at Wateree and Williams Stations for sulfur dioxide reduction.   The Company expects to incur capital expenditures totaling approximately $559 million through 2010 for these scrubber projects.   The Company cannot predict when the EPA will issue a revised rule or what impact the rule will have on SCE&G and GENCO.  Any costs incurred to comply with this rule or other rules issued by the EPA in the future are expected to be recoverable through rates.

 
On April 17, 2009 the EPA issued a proposed finding that atmospheric concentrations of greenhouse gasses endanger public health and welfare within the meaning of Section 202(a) of the Clean Air Act. The proposed finding, as finalized, enables the EPA to regulate greenhouse gas emissions under the Clean Air Act.  On September 30, 2009, the EPA issued a proposed rule that would require large facilities emitting over 25,000 tons of greenhouse gases (GHG) a year (such as SCE&G) to obtain permits demonstrating that they are using the best practices and technologies to minimize GHG emissions.  The Company expects that any costs incurred to comply with greenhouse gas emission requirements will be recoverable through rates.

SCE&G maintains an environmental assessment program to identify and evaluate its current and former operations sites that could require environmental clean-up. As site assessments are initiated, estimates are made of the amount of expenditures, if any, deemed necessary to investigate and remediate each site. These estimates are refined as additional information becomes available; therefore, actual expenditures could differ significantly from the original estimates. Amounts estimated and accrued to date for site assessments and clean-up relate solely to regulated operations. SCE&G defers site assessment and cleanup costs and recovers them through rates (see Note 1).

SCE&G is responsible for four decommissioned MGP sites in South Carolina which contain residues of by-product chemicals.  These sites are in various stages of investigation, remediation and monitoring under work plans approved by the South Carolina Department of Health and Environmental Control.  SCE&G anticipates that major remediation activities at these sites will continue until 2012 and will cost an additional $9.3 million.  In addition, the National Park Service of the Department of the Interior made an initial demand to SCE&G for payment of $9.1 million for certain costs and damages relating to the MGP site in Charleston, South Carolina. SCE&G expects to recover any cost arising from the remediation of these four sites, net of insurance recovery, through rates.  At September 30, 2009, deferred amounts, net of amounts previously recovered through rates and insurance settlements, totaled $19.3 million.
 
The Company is also engaged in various other environmental matters incidental to its business operations which management anticipates will be resolved without a material adverse impact on the Company’s results of operations, cash flows or financial condition.
 
C.      Claims and Litigation
 
In May 2004, a purported class action lawsuit styled as Douglas E. Gressette, individually and on behalf of other persons similarly situated v. South Carolina Electric & Gas Company and SCANA Corporation was filed in South Carolina's Circuit Court of Common Pleas for the Ninth Judicial Circuit. The plaintiff alleges that SCANA and SCE&G made improper use of certain easements and rights-of-way by allowing fiber optic communication lines and/or wireless communication equipment to transmit communications other than SCANA’s and SCE&G’s electricity-related internal communications. The plaintiff asserted causes of action for unjust enrichment, trespass, injunction and declaratory judgment, but did not assert a specific dollar amount for the claims. SCANA and SCE&G believe their actions are consistent with governing law and the applicable documents granting easements and rights-of-way. In June 2007, the Circuit Court issued a ruling that limits the plaintiff’s purported class to owners of easements situated in Charleston County, South Carolina.   In February 2008 the Circuit Court issued an order to conditionally certify the class, which remains limited to easements in Charleston County.  In July 2008, the plaintiff’s motion to add SCANA Communications, Inc. (SCI) to the lawsuit as an additional defendant was granted.   Trial is not anticipated before the summer of 2010.  SCANA, SCI and SCE&G will continue to mount a vigorous defense and believe that the resolution of these claims will not have a material adverse impact on their results of operations, cash flows or financial condition.

The Company is also engaged in various other claims and litigation incidental to its business operations which management anticipates will be resolved without a material adverse impact on the Company’s results of operations, cash flows or financial condition.

D.      Nuclear Generation
 
In May 2008, SCE&G and Santee Cooper announced that they had entered into a contractual agreement for the design and construction of two 1,117-megawatt nuclear electric generation units at the site of Summer Station.  SCE&G and Santee Cooper will be joint owners and share operating costs and generation output of the two additional units, with SCE&G responsible for 55 percent of the cost and receiving 55 percent of the output, and Santee Cooper responsible for and receiving the remaining 45 percent. Assuming timely receipt of federal and state approvals and construction proceeding as scheduled, the first unit is expected to completed and in service in 2016, the second in 2019. SCE&G’s share of the estimated cash outlays (future value) totals $6.5 billion for plant costs and related transmission infrastructure costs, and is projected based on historical one-year and five-year escalation rates as required by the SCPSC.
 

 
 
 
48
 
8.       SEGMENT OF BUSINESS INFORMATION
 
The Company’s reportable segments are listed in the following table. The Company uses operating income to measure profitability for its regulated operations. Therefore, earnings available to the common shareholder are not allocated to the Electric Operations and Gas Distribution segments. Intersegment revenues were not significant.

           
Earnings
     
       
Operating
 
Available to
     
   
External
 
Income
 
Common
 
Segment
 
Millions of Dollars
 
Revenue
 
(Loss)
 
Shareholder
 
Assets
 
Three Months Ended September 30, 2009
                 
Electric Operations
 
$
615
 
$
182
   
n/a
       
Gas Distribution
   
66
   
(4
)
 
n/a
       
Adjustments/Eliminations
   
-
   
-
 
$
106
       
Consolidated Total
 
$
681
 
$
178
 
$
106
       

Nine Months Ended September 30, 2009
                 
Electric Operations
 
$
1,639
 
$
405
   
n/a
 
$
7,122
 
Gas Distribution
   
294
   
22
   
n/a
   
550
 
Adjustments/Eliminations
   
-
   
(1
)
$
223
   
1,850
 
Consolidated Total
 
$
1,933
 
$
426
 
$
223
 
$
9,522
 

Three Months Ended September 30, 2008
                 
Electric Operations
 
$
674
 
$
195
   
n/a
       
Gas Distribution
   
102
   
(4
)
 
n/a
       
All Other
   
-
   
-
 
$
3
       
Adjustments/Eliminations
   
-
   
(1
)
 
95
       
Consolidated Total
 
$
776
 
$
190
 
$
98
       

Nine Months Ended September 30, 2008
                 
Electric Operations
 
$
1,744
 
$
421
   
n/a
 
$
6,223
 
Gas Distribution
   
423
   
23
   
n/a
   
515
 
All Other
   
-
   
-
 
$
3
   
-
 
Adjustments/Eliminations
   
-
   
(3
)
 
210
   
1,719
 
Consolidated Total
 
$
2,167
 
$
441
 
$
213
 
$
8,457
 




 
 
 
49

 ITEM 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                 AND RESULTS OF OPERATIONS
 
SOUTH CAROLINA ELECTRIC & GAS COMPANY
 
The following discussion should be read in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of Operations appearing in South Carolina Electric & Gas Company’s (SCE&G, and together with its consolidated affiliates, the Company) Annual Report on Form 10-K, as amended, for the year ended December 31, 2008.
 
RESULTS OF OPERATIONS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2009
AS COMPARED TO THE CORRESPONDING PERIODS IN 2008
 
Net Income
 
Net income was as follows:
 
     
Third Quarter
   
Year to Date
 
 Millions of dollars
   
2009
 
2008
   
2009
   
2008
 
 Net income
 
  $
111.2
 
  $
102.0
 
 $
235.7
 
$
225.8
 
 
Third Quarter

Net income increased $12.9 million due to the tax benefit and related interest income arising from the resolution of an income tax uncertainty in favor of SCANA and the Company and by $6.9 million due to increased allowance for funds used during construction.  This increase was partially offset by lower electric margin of $4.6 million and higher operating expenses which are explained in the following pages.

Year to Date
 
Net income increased $12.9 million due to the tax benefit and related interest income arising from the resolution of an income tax uncertainty in favor of SCANA and the Company and by $19.7 million due to increased allowance for funds used during construction.  This increase is partially offset by lower electric margin of $8.4 million and higher operating expenses which are explained in the following pages.
  
Dividends Declared
 
The Company’s Board of Directors has declared the following dividends on common stock held by SCANA Corporation (SCANA) during 2009:
 
Declaration Date
 
  Amount
Quarter Ended
Payment Date
February 19, 2009
$
40.7 million
March 31, 2009
April 1, 2009
April 23, 2009
 
43.0 million
June 30, 2009
July 1, 2009
July 30, 2009
 
45.5 million
September 30, 2009
October 1, 2009
October 28, 2009
 
49.6 million
December 31, 2009
January 1, 2010
 
Electric Operations
 
Electric Operations is comprised of the electric operations of SCE&G, South Carolina Generating Company, Inc. (GENCO) and South Carolina Fuel Company, Inc. (Fuel Company).  Electric operations sales margin (including transactions with affiliates) was as follows:
 
     
Third Quarter
   
Year to Date
 
Millions of dollars
   
2009
 
  % Change
   
  2008
   
2009
 
% Change
   
2008
 
Operating revenues
 
$
615.2
 
(8.8
)%
$
674.4
 
$
1,639.1
 
(6.0
)%
$
1,744.3
 
Less: Fuel used in electric generation
   
221.2
 
(17.6
)%
 
268.6
   
598.6
 
(11.0
)%
 
672.9
 
         Purchased power
   
3.1
 
(58.1
)%
 
7.4
   
11.0
 
(61.1
)%
 
28.3
 
Margin
 
$
390.9
 
(1.9
)%
$
398.4
 
$
1,029.5
 
(1.3
)%
$
1,043.1
 
 
 
 
 
 
50
 
Third Quarter

Margin decreased due to lower residential and commercial customer usage (including the effects of weather) of $3.3 million, lower industrial sales of $3.3 million and lower margins on off-system sales of $4.9 million, partially offset by higher residential and commercial customer growth of $2.1 million and an increase in base rates by the Public Service Commission of South Carolina (SCPSC) under the Base Load Review Act (BLRA) of $2.4 million which became effective for bills rendered on or after March 29, 2009.

Year to Date

Margin decreased due to lower off-system sales of $13.0 million and lower industrial sales of $9.8 million, partially offset by higher residential and commercial customer usage (including the effects of weather) of $1.8 million, residential and commercial customer growth of $5.4 million and an increase in base rates by the SCPSC under the BLRA of $4.2 million which became effective for bills rendered on or after March 29, 2009.

 Gas Distribution
 
Gas Distribution is comprised of the local distribution operations of SCE&G. Gas distribution sales margin (including transactions with affiliates) was as follows:
 
     
Third Quarter
   
Year to Date
 
Millions of dollars
   
2009
 
  % Change
   
  2008
   
2009
 
% Change
   
2008
 
Operating revenues
 
$
65.8
 
(35.1
)%
$
101.4
 
$
294.3
 
(30.4
)%
$
423.0
 
Less: Gas purchase for resale
   
44.6
 
(44.9
)%
 
80.9
   
197.4
 
(39.5
)%
 
326.1
 
Margin
 
$
21.2
 
3.4
%
$
20.5
 
$
96.9
 
-
%
$
96.9
 

Third Quarter

Operating revenues and gas purchased for resale decreased primarily due to lower commodity prices.  Margin increased $0.5 million primarily due to the SCPSC-approved increase in retail gas base rates which became effective with the first billing cycle of November 2008.

Year to Date
 
    Operating revenues and gas purchased for resale decreased primarily due to lower commodity prices. Margin is flat with a decrease due to lower customer usage of $3.0 million being partially offset by an increase of $2.5 million due to the SCPSC-approved increase in retail gas base rates which became effective with the first billing cycle of November 2008.

Other Operating Expenses
 
 Other operating expenses were as follows:
 
     
Third Quarter
   
Year to Date
 
Millions of dollars
   
2009
 
% Change
   
2008
   
2009
 
% Change
   
2008
 
Other operation and maintenance
 
$
124.6
 
3.2
%
120.7
 
$
374.0
 
(0.2
)%
$
374.9
 
Depreciation and amortization
   
67.6
 
(5.7
)%
 
71.7
   
203.0
 
(2.0
)%
 
207.2
 
Other taxes
   
41.6
 
12.7
%
 
36.9
   
123.5
 
5.9
%
 
116.6
 
  
Third Quarter

Other operation and maintenance expenses increased primarily due to higher incentive compensation and other benefits.  Depreciation and amortization expense decreased $3.9 million due to a true up of depreciation expense related to SCE&G’s synthetic fuel investments in the third quarter of 2008.  Other taxes increased primarily due to higher property taxes.

Year to Date

Other operation and maintenance expenses decreased primarily due to lower generation, transmission and distribution expense.  Depreciation and amortization expense decreased $3.9 million due to a true up of depreciation expense related to SCE&G’s synthetic fuel investments in the third quarter of 2008.  Other taxes increased primarily due to higher property taxes.
 
 
 
 
 
51
 
Other Income (Expense)

Other income (expense) increased in 2009 compared to 2008 due to increased interest income, partially offset by lower pension income described below.

Resolution of Economic Impact Zone (EIZ) Tax Credit Uncertainty

SCE&G earned an Economic Income Zone state income tax credit (EIZ credit) in 1996 based on qualifying property additions.  This EIZ credit exceeded SCANA’s state tax liability for the 1996 tax year, leaving $15.3 million unused.  SCANA’s attempt to carry forward the unused credit to tax years 1997 and 1998 was contested by the South Carolina Department of Revenue.  In September 2009, the South Carolina Supreme Court decided the matter in SCANA’s favor.  As a result of the favorable resolution of this uncertainty, SCANA and SCE&G recorded the refund for the previously contested EIZ credit of $15.3 million and an additional $14.3 million of interest income.

Prior to this favorable Supreme Court decision, and pursuant to accounting guidance concerning income tax uncertainties, the value of the contested credit had not been reflected in SCANA’s or SCE&G's statement of income.  SCE&G's practice is to amortize EIZ credits to income over the lives of the properties that gave rise to the credits.  Accordingly, upon resolution of this prior uncertainty, SCANA and SCE&G recorded a multi-year catch-up adjustment in the third quarter 2009 of approximately $6.3 million ($4.0 million after federal tax effect) as a reduction in income taxes.  The remainder of these EIZ credits (approximately $9.0 million) will be amortized to income over approximately 12 years (the remaining life of the related properties) as a reduction in income taxes.  The interest income of $14.3 million ($8.8 million after tax effect) was recorded in the third quarter of 2009 within other income.

Pension Expense (Income)

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

   
Third Quarter
   
Year to Date
 
Millions of dollars
 
2009
   
2008
   
2009
   
2008
 
                         
Income Statement Impact:
                       
  Reduction in employee benefit costs
$
(1.1
)
$
(0.7
)
$
(3.3
)
$
(1.8
)
  Other income
 
(1.0
)
 
(3.7
)
 
(3.0
)
 
(11.2
)
Balance Sheet Impact:
                       
  Increase (reduction) in capital expenditures
 
2.7
   
(0.2
)
 
6.8
   
(0.5
)
  Component of amount (due to) payable from Summer Station co-owner
 
0.7
   
(0.1
)
 
2.0
   
(0.2
)
  Regulatory asset
 
7.8
   
-
   
23.4
   
-
 
Total Pension Expense (Income)
$
9.1
 
$
(4.7
)
$
25.9
 
$
(13.7
)

The Company is recording pension expense in 2009, while it recorded pension income in 2008.  This unfavorable change is due to the significant decline in plan asset values during the fourth quarter of 2008 stemming from turmoil in the financial markets. However, no contribution to the pension trust will be necessary in or for 2009, nor will limitations on benefit payments apply.  Additionally, in February 2009, SCE&G was granted accounting orders by the SCPSC under which it will mitigate a significant portion of this increased pension expense by deferring as a regulatory asset the amount of pension expense above that which is included in current rates for its retail electric and gas distribution regulated operations.  These costs are being deferred until future rate filings, at which time the accumulated deferred costs will be addressed prospectively.  
 
Allowance for Funds Used During Construction (AFC)
 
AFC is a utility accounting practice whereby a portion of the cost of both equity and borrowed funds used to finance construction (which is shown on the balance sheet as construction work in progress) is capitalized. The Company includes an equity portion of AFC in nonoperating income and a debt portion of AFC in interest charges (credits) as noncash items, both of which have the effect of increasing reported net income. AFC increased in 2009 due to the Company’s various construction projects, including the new nuclear generating units and the pollution abatement projects at coal-fired plants.

Interest Expense

  Interest charges increased primarily due to additional borrowings.


 
 
 
 
52
 
Income Taxes

Income tax expense decreased primarily due to lower income before taxes, which excludes the allowance for equity funds used during construction, a nontaxable item, and due to the recognition in the third quarter of 2009 of the tax benefit arising from the resolution of an income tax uncertainty (e.g., previously contested EIZ tax credits (See Other Income (Expense) - Resolution of Economic Impact Zone (EIZ) Tax Credit Uncertainty above)).

LIQUIDITY AND CAPITAL RESOURCES
 
The Company’s cash requirements arise primarily from its operational needs, funding its construction programs, payment of dividends to SCANA and refinancing of securities when deemed prudent. The ability of the Company to replace existing plant investment, to expand to meet future demand for electricity and gas and to install equipment necessary to comply with environmental regulations will depend upon its ability to attract the necessary financial capital on reasonable terms. SCE&G recovers the costs of providing services through rates charged to customers. Rates for regulated services are generally based on historical costs. As customer growth and inflation occur and SCE&G continues its ongoing construction program, SCE&G expects to seek increases in rates. The Company’s future financial position and results of operations will be affected by SCE&G’s ability to obtain adequate and timely rate and other regulatory relief, as requested.
  
The Company's issuance of various securities, including short- and long-term debt, is subject to customary approval or authorization by one or more state or federal regulatory bodies including the SCPSC and FERC.

During the period ended September 30, 2009, SCE&G has received from SCANA equity contributions of $203.7 million.  Proceeds were received from the sale of SCANA common stock and from SCANA’s various compensation and dividend reinvestment programs.  The contributed funds were used to finance capital expenditures, including the construction of new nuclear units, and for general corporate purposes.

In March 2009, SCE&G issued $175 million of First Mortgage Bonds bearing an annual interest rate of 6.05% and maturing on January 15, 2038.  Proceeds from the sale were used to repay short-term debt and for general corporate purposes.

Each of the rating agencies that rate SCE&G issued downgrades in 2009.  The principal reasons stated by the rating agencies for these downgrades were SCE&G’s increased debt to finance capital expenditures and the overall business risk associated with nuclear generation construction.  The ratings as of November 4, 2009 of SCE&G are as follows:

SECURITIES RATINGS (As of November 4, 2009)
 
 
SCE&G
   
Rating
Agency
Senior
Secured
Senior
Unsecured
Preferred
Stock
Commercial
Paper
 
 
Outlook
Moody's
 A3
Baa1
Baa3
P-2
 
Negative
Standard & Poor’s (S&P)
 A-
BBB+
BBB-
A-2
 
Stable
Fitch
A
A-
BBB+
F2
 
Stable
 
The outlook applies to all ratings provided by the applicable rating agency for SCE&G. 

Securities ratings used by Moody's, S&P and Fitch are as follows:
 
Long-term (investment grade)
 
Short-term
Moody's (1)
S&P (2)
Fitch (2)
 
Moody's
S&P
Fitch
Aaa
AAA
AAA
 
Prime-1 (P-1)
A-1
F1
Aa
AA
AA
 
Prime-2 (P-2)
A-2
F2
A
A
A
 
Prime-3 (P-3)
A-3
F3
Baa
BBB
BBB
 
Not Prime
B
B
         
C
C
         
D
D

 (1) Additional Modifiers: 1, 2, 3 (Aa to Baa)   (2) Additional Modifiers: +, - (AA to BBB)

          A security rating should be evaluated independently of other ratings and is not a recommendation to buy, sell or hold securities. The assigning rating organization may revise or withdraw its security ratings at any time.

 
 
 
 
53
 
SCE&G and GENCO have obtained Federal Energy Regulatory Commission (FERC) authority to issue short-term indebtedness (pursuant to Section 204 of the Federal Power Act).  SCE&G may issue up to $700 million of unsecured promissory notes or commercial paper with maturity of one year or less, and GENCO may issue up to $100 million of short-term indebtedness.  FERC’s approval expires in February 2010.

SCE&G (including Fuel Company) had available the following committed lines of credit (LOC), and had outstanding the following LOC advances, commercial paper, and LOC-supported letter of credit obligations:
 
       
SCE&G (a) (b)
 
             
September 30,
   
December 31,
 
Millions of dollars
           
2009
   
2008
 
Lines of credit:
                     
  Committed long-term (expire December 2011)
                     
    Total
           
$
650
 
$
650
 
    LOC advances
             
75
   
285
 
    Weighted average interest rate
             
.52
%
 
1.61
%
    Outstanding commercial paper
      (270 or fewer days) 
             
242
   
34
 
    Weighted average interest rate
             
.36
%
 
5.69
%
   Letters of credit supported by LOC
             
.3
   
-
 
   Available
             
333
   
331
 
 
(a)    Nuclear and fossil fuel inventories and emission allowances are financed through the issuance by Fuel Company of LOC
       advances or short-term commercial paper.
(b)    SCE&G and Fuel Company may issue commercial paper in the amounts of up to $350 million for SCE&G and up to
       $250 million for Fuel Company.

The committed long-term facilities are revolving lines of credit under credit agreements with a syndicate of banks.  Wachovia Bank, National Association and Bank of America, N.A. each provide 14.3% of the aggregate $650 million credit facilities, Branch Banking and Trust Company, UBS Loan Finance LLC, Morgan Stanley Bank, and Credit Suisse, each provide 10.9%, and The Bank of New York and Mizuho Corporate Bank, Ltd each provide 9.1%. Four other banks provide the remaining 9.6%. These bank credit facilities support the issuance of commercial paper by SCE&G (including Fuel Company). When the commercial paper markets are dislocated (due to either price or availability constraints), the credit facilities are available to support the borrowing needs of SCE&G (including Fuel Company).

Challenging conditions during 2008 tested the Company’s liquidity and its ability to access short-term funding sources.  During this period, all of the banks in the Company’s committed revolving credit facilities fully funded draws requested of them.  As of September 30, 2009, the Company had drawn approximately $75 million from its $650 million facilities, had approximately $242 million in commercial paper borrowings outstanding, was obligated under $.3 million in LOC-supported letters of credit and had approximately $83 million in cash and temporary investments.  The Company regularly monitors the commercial paper and short-term credit markets to optimize the timing for repayment of the outstanding balance on its draws, while maintaining appropriate levels of liquidity.

At September 30, 2009, the Company had net available liquidity of approximately $416 million, and the Company’s committed revolving credit facilities have a stated expiration of December 2011.  The Company’s long-term debt portfolio has weighted average maturity of approximately 17 years and bears an average cost of 5.73%.  All long-term debt, other than facility draws, effectively bears fixed interest rates.  To further preserve liquidity, the Company rigorously reviewed its projected capital expenditures and operating costs for 2009 and reduced them where possible without impacting safety, reliability, and core customer service.

The Company anticipates that its contractual cash obligations will be met through internally generated funds, the incurrence of additional short- and long-term indebtedness and sales of equity securities. The Company expects that, barring further impairment of the capital markets, it has or can obtain adequate sources of financing to meet its projected cash requirements for the foreseeable future, including the cash requirements for nuclear construction. The Company’s ratios of earnings to fixed charges for the 9 and 12 months ended September 30, 2009 were 3.42 and 3.23, respectively.  The Company’s ratios of earnings to combined fixed charges and preference dividends for the same period were 3.22 and 3.05, respectively.


 
 
 
 
54
 
ENVIRONMENTAL AND REGULATORY MATTERS

On June 26, 2009, the United States House of Representatives narrowly passed energy legislation that, if it becomes law, would mandate significant reduction in greenhouse gas emissions and require electric utilities to generate an increasing percentage of their power from renewable sources.  The bill would require, among other things, that greenhouse gas emissions be reduced to 17% below 2005 levels by 2020, and to 83% below 2005 levels by 2050.  Companies could meet these standards either through emission reductions or by obtaining emission allowances (“Cap and Trade”).  The bill also would impose a renewable electric standard (RES) on the total generation of electric utilities beginning at 6% in 2012 and increasing to 20% by 2020.  New nuclear generation could be subtracted from the RES total generation baseline calculation, and one quarter of the RES mandate could be met through energy efficiency measures.  The United States Senate is also considering legislation that would address greenhouse gas emissions and would establish an RES.  The Company cannot predict if or when the legislation described above will become law or what requirements would be imposed on the Company by such legislation.  The Company expects that any costs incurred to comply with such legislation would be recoverable through rates.
 
On April 17, 2009 the EPA issued a proposed finding that atmospheric concentrations of greenhouse gasses endanger public health and welfare within the meaning of Section 202(a) of the Clean Air Act. The proposed finding, as finalized, enables the EPA to regulate greenhouse gas emissions under the Clean Air Act.  The EPA has commited to issue new rules regulating such emissions by November 2011.  On September 30, 2009, the EPA issued a proposed rule that would require large facilities emitting over 25,000 tons of greenhouse gases (GHG) a year (such as SCE&G’s generating facilities) to obtain permits demonstrating that they are using the best practices and technologies to minimize GHG emissions.  The Company expects that any costs incurred to comply with greenhouse gas emission requirements will be recoverable through rates.
 
          With the pervasive emergence of concern over the issue of global warming as a significant influence upon the economy, SCANA, SCE&G and GENCO are subject to certain climate-related financial risks, including those involving regulatory requirements responsive to greenhouse gas emissions as well as those involving physical impacts which could arise from global
warming. Certain other business and financial risks arising from such climate change could also arise. The Company cannot predict all of the climate-related regulatory and physical risks nor the related consequences which might impact the Company, and the following discussion should not be considered all-inclusive.
 
From a regulatory perspective, SCE&G and GENCO continually monitor and evaluate their current and projected emission levels and strive to comply with all state and federal regulations regarding those emissions.  SCE&G and GENCO participate in the sulfur dioxide and nitrogen oxide emissions allowance programs with respect to coal plant emissions, and also have undertaken to construct additional pollution control equipment at several larger coal-fired electric generating plants.  Further, SCE&G has announced plans to construct two new nuclear generating plants which are expected to significantly reduce greenhouse gas emission levels once they are completed and dispatched, displacing some of the current coal-fired generation sources.

See also the discussion of the court action on the CAIR rules (Note 7B to the condensed consolidated financial statements).  Even while those rules have been in flux, the Company has continued with its scrubber and SCR technology construction projects with the expectation that new rules will be forthcoming and on the premise that, even in the absence of such rules, the reduction of emissions to be realized upon completion of these projects is desirable.  The significant capital and other costs of these projects are disclosed in the Environmental Matters section of Management’s Discussion and Analysis of Financial Condition and Results of Operations in the Company’s 2008 Form 10-K, as amended.

Physical effects associated with climate changes could include the impact of possible changes in weather patterns, such as storm frequency and intensity, and the resultant potential damage to the Company’s electric system in the event of such storms, the impact of and the resultant property damage, changes in sea-level, as well as impacts on employees and on the Company’s supply chain and many others.  SCE&G serves certain of the coastal areas of South Carolina, and much of its service territory is subject to the damaging effects of Atlantic and Gulf coast hurricanes and also to the damaging impact of winter ice storms.  To help mitigate the financial risks arising from these potential occurrences, SCE&G maintains insurance on certain properties and also collects funds from customers for its storm damage reserve (see Note 1 to the condensed consolidated financial statements).  As part of its ongoing operations, SCE&G maintains emergency response and storm preparation plans and teams, and applicable personnel participate in ongoing training and related simulations in advance of such storms, all in order to allow the Company to protect its assets and to return its systems to normal reliable operation in a timely fashion following any such event.

The EPA also is committed to propose new federal regulations affecting the management and disposal of coal combustion products (CCP), such as ash, by December 31, 2009.  Such regulations could result in the treatment of some CCPs as hazardous waste and could impose significant costs to utilities, such as SCE&G.  While the Company cannot predict how extensive the regulations will be, the Company believes that any additional costs imposed by such regulations would be recoverable through rates.

 
 
 
 
55
 
OTHER MATTERS

Off-Balance Sheet Transactions

SCE&G does not hold significant investments in unconsolidated special purpose entities. SCE&G also does not engage in off-balance sheet financing or similar transactions, although it is party to incidental operating leases in the normal course of business, generally for office space, furniture, equipment and rail cars.

Environmental Matters, Claims and Litigation

For additional information related to environmental matters and claims and litigation, see Notes 7B and 7C to the condensed consolidated financial statements.
 
 ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 
 Interest Rate Risk - The Company’s market risk exposures relative to interest rate risk have not changed materially compared with the Company’s Annual Report on Form 10-K, as amended, for the year ended December 31, 2008.  Interest rates on the Company’s outstanding debt are fixed either through the issuance of fixed rate debt or through the use of interest rate derivatives.  The Company is not aware of any facts or circumstances that would significantly affect exposures on existing indebtedness in the near future.  For further discussion of changes in long-term debt, see ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS – LIQUIDITY AND CAPITAL RESOURCES and also Notes 3 and 5 to the condensed  consolidated financial statements.

Commodity price risk - The Company uses derivative instruments to hedge forward purchases and sales of natural gas, which create market risks of different types. See Note 5 to the condensed consolidated financial statements.  The following table provides information about the Company’s financial instruments that are sensitive to changes in natural gas prices. Weighted average settlement prices are per 10,000 dekatherms. Fair value represents quoted market prices for these or similar instruments.
 
 Expected Maturity:
     
 
Options
     
 
Purchased Call
     
2009
Long
     
Strike Price (a)
6.52
     
Contract Amount (b)
 8.1
     
Fair Value (b)
 0.3
     
         
  2010
       
Strike Price (a)
 6.7
     
Contract Amount (b)
13.3
     
Fair Value (b)
 0.9
     
         
(a) Weighted average, in dollars 
     
(b) Millions of dollars
       
 
Swaps
2009
 
2010
Commodity Swaps:
     
  Pay fixed/receive variable (b)
    2.6
 
    0.7
    Average pay rate (a)
11.409
 
11.554
    Average received rate (a)
 5.254
 
  5.969
  Fair value (b)
    1.2
 
    0.4
       
(a) Weighted average, in dollars 
   
(b) Millions of dollars
   



 
 
 
 
56


 
 ITEM 4T.  CONTROLS AND PROCEDURES
 
As of September 30, 2009, South Carolina Electric & Gas Company (SCE&G) conducted an evaluation under the supervision and with the participation of its management, including its Chief Executive Officer (CEO) and Chief Financial Officer (CFO), of (a) the effectiveness of the design and operation of its disclosure controls and procedures and (b) any change in its internal control over financial reporting. Based on this evaluation, the CEO and CFO concluded that, as of September 30, 2009, SCE&G’s disclosure controls and procedures were effective. There has been no change in SCE&G’s internal control over financial reporting during the quarter ended September 30, 2009 that has materially affected or is reasonably likely to materially affect SCE&G’s internal control over financial reporting.
 




 
 
 
 
57


PART II.  OTHER INFORMATION
 
ITEM 1.  LEGAL PROCEEDINGS
  
SCANA Corporation (SCANA, and, together with its consolidated subsidiaries, the Company) and South Carolina Electric & Gas Company (SCE&G):
 
SCE&G earned an Economic Income Zone state income tax credit (EIZ credit) in 1996 based on qualifying property additions.  This EIZ credit exceeded the Company’s state tax liability for the 1996 tax year, leaving $15.3 million unused.  The Company’s attempt to carry forward the unused credit to tax years 1997 and 1998 was contested by the South Carolina Department of Revenue.  In September 2009, the South Carolina Supreme Court decided the matter in the Company’s favor.  As a result of the favorable resolution of this uncertainty, the Company recorded the refund for the previously contested EIZ credit of $15.3 million and an additional $14.3 million of interest income.
 
ITEM 6.  EXHIBITS
 
 
          SCANA Corporation (SCANA) and South Carolina Electric & Gas Company (SCE&G):
 
Exhibits filed or furnished with this Quarterly Report on Form 10-Q are listed in the following Exhibit Index.
 
As permitted under Item 601(b) (4) (iii) of Regulation S-K, instruments defining the rights of holders of long-term debt of less than 10 percent of the total consolidated assets of SCANA, for itself and its subsidiaries, and of SCE&G, for itself and its consolidated affiliates, have been omitted and SCANA and SCE&G agree to furnish a copy of such instruments to the Commission upon request.
 
 




 
 
 
 
58



 
Pursuant to the requirements of the Securities Exchange Act of 1934, each of the registrants has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. The signature of each registrant shall be deemed to relate only to matters having reference to such registrant and any subsidiaries thereof.
 
 
 
SCANA CORPORATION
 
SOUTH CAROLINA ELECTRIC & GAS COMPANY
 
(Registrants)
 
 
By:
 /s/James E. Swan, IV
November 4, 2009
James E. Swan, IV
 
Controller
 
(Principal accounting officer)
 
 
 
 
 
 
 
 
 
 




 
 
 
 
59

 
  
Applicable to
Form 10-Q of
  
 
Exhibit 
No.
 
SCANA
 
SCE&G
 
Description 
       
3.01
X
 
Restated Articles of Incorporation of SCANA Corporation 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
Restated Articles of Incorporation of South Carolina Electric & Gas Company, as adopted on May 3, 2001 (Filed as Exhibit 3.01 to Registration Statement No. 333-65460 and incorporated by reference herein)
 
3.04
 
X
Articles of Amendment effective as of the dates indicated below and filed as exhibits to the Registration Statements set forth below and are incorporated by reference herein
 
     
May 22, 2001
Exhibit 3.02
to Registration Statement No. 333-65460
     
June 14, 2001
Exhibit 3.04
to Registration Statement No. 333-65460
     
August 30, 2001
Exhibit 3.05
to Registration Statement No. 333-101449
     
March 13, 2002
Exhibit 3.06
to Registration Statement No. 333-101449
     
May 9, 2002
Exhibit 3.07
to Registration Statement No. 333-101449
     
June 4, 2002
Exhibit 3.08
to Registration Statement No. 333-101449
     
August 12, 2002
Exhibit 3.09
to Registration Statement No. 333-101449
     
March 13, 2003
Exhibit 3.03
to Registration Statement No. 333-108760
     
May 22, 2003
Exhibit 3.04
to Registration Statement No. 333-108760
     
June 18, 2003
Exhibit 3.05
to Registration Statement No. 333-108760
     
August 7, 2003
Exhibit 3.06
to Registration Statement No. 333-108760
     
February 26, 2004
Exhibit 3.05
to Registration Statement No. 333-145208-01
     
May 18, 2004
Exhibit 3.06
to Registration Statement No. 333-145208-01
     
June 18, 2004
Exhibit 3.07
to Registration Statement No. 333-145208-01
     
August 12, 2004
Exhibit 3.08
to Registration Statement No. 333-145208-01
     
March 9, 2005
Exhibit 3.09
to Registration Statement No. 333-145208-01
     
May 16, 2005
Exhibit 3.10
to Registration Statement No. 333-145208-01
     
June 15, 2005
Exhibit 3.11
to Registration Statement No. 333-145208-01
     
August 16, 2005
Exhibit 3.12
to Registration Statement No. 333-145208-01
     
March 14, 2006
Exhibit 3.13
to Registration Statement No. 333-145208-01
     
May 11, 2006
Exhibit 3.14
to Registration Statement No. 333-145208-01
     
June 28, 2006
Exhibit 3.15
to Registration Statement No. 333-145208-01
     
August 16, 2006
Exhibit 3.16
to Registration Statement No. 333-145208-01
     
March 13, 2007
Exhibit 3.17
to Registration Statement No. 333-145208-01
     
May 22, 2007
Exhibit 3.18
to Registration Statement No. 333-145208-01
     
June 22, 2007
Exhibit 3.19
to Registration Statement No. 333-145208-01
     
August 21, 2007
Exhibit 3.05
on Post-Effective Amendment No. 1 to Registration Statement No. 333-145208-01
     
May 15, 2008
Exhibit 3.06
on Post-Effective Amendment No. 1 to Registration Statement No. 333-145208-01
     
July 9, 2008
Exhibit 3.07
on Post-Effective Amendment No. 1 to Registration Statement No. 333-145208-01
     
August 28, 2008
Exhibit 3.08
on Post-Effective Amendment No. 1 to Registration Statement No. 333-145208-01
       
3.05
 
X
Articles of Amendment dated May 15, 2009 (Filed as Exhibit 3.01 to Form 8-K and incorporated by reference herein)
 
3.06
 
X
Articles of Amendment dated June 29, 2009 (Filed as Exhibit 3.01 to Form 8-K and incorporated by reference herein)
 
3.07
 
X
Articles of Amendment dated August 21, 2009 (Filed as Exhibit 3.01 to Form 8-K and incorporated by reference herein)
 
3.08
 
X
Articles of Correction filed on June 1, 2001 correcting May 22, 2001 Articles of Amendment (Filed as Exhibit 3.03 to Registration Statement No. 333-65460 and incorporated by reference herein)
 
3.09
 
 
X
Articles of Correction filed on February 17, 2004 correcting Articles of Amendment for the dates indicated
below and filed as exhibits to Registration Statement No. 333-145208-01 set forth below and are incorporated by reference herein
 
     
May 7, 2001
Exhibit 3.21(a)
 
     
May 22, 2001
Exhibit 3.21(b)
 
     
June 14, 2001
Exhibit 3.21(c)
 
     
August 30, 2001
Exhibit 3.21(d)
 
 
 
 
Applicable to
Form 10-Q of
       
Exhibit 
No.
 
SCANA
 
SCE&G
 
Description
     
           
     
March 13, 2002
Exhibit 3.21(e)
 
     
May 9, 2002
Exhibit 3.21(f)
 
     
June 4, 2002
Exhibit 3.21(g)
 
     
August 12, 2002
Exhibit 3.21(h)
 
     
March 13, 2003
Exhibit 3.21(i)
 
     
May 22, 2003
Exhibit 3.21(j)
 
     
June 18, 2003
Exhibit 3.21(k)
 
     
August 7, 2003
Exhibit 3.21(l)
 
 
3.10
 
X
Articles of Correction dated March 17, 2006, correcting March 14, 2006 Articles of Amendment (Filed
as Exhibit 3.22 to Registration Statement No. 333-145208-01 and incorporated by reference herein)
 
3.11
 
X
Articles of Correction dated September 6, 2006, correcting August 16, 2006 Articles of Amendment (Filed
as Exhibit 3.23 to Registration Statement No. 333-145208-01 and incorporated by reference herein)
 
3.12
 
X
Articles of Correction dated May 20, 2008, correcting May 15, 2008 Articles of Amendment (Filed as
Exhibit 3.13 to Post-Effective Amendment No 1 to Registration Statement No. 333-145208-01 and
incorporated by reference herein)
 
3.13
X
 
By-Laws of SCANA as revised and amended on February 19, 2009 (Filed as Exhibit 3.14 on Post-Effective
Amendment No. 1 to Registration Statement No. 333-145208 and incorporated by reference herein)
 
3.14
 
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
X
Engineering, Procurement and Construction Agreement, dated May 23, 2008, between South Carolina Electric & Gas Company, for itself and as Agent for the South Carolina Public Service Authority, and a Consortium consisting of Westinghouse Electric Company LLC and Stone &Webster, Inc. (portions of the exhibit have been omitted and filed separately with the Securities and Exchange Commission pursuant to an  order granting confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended) (Filed as Exhibit 10.01 to Form 10-Q/A for the quarter ended June 30, 2008 and incorporated by reference herein)
 
31.01
X
 
Certification of Principal Executive Officer Required by Rule 13a-14 (Filed herewith)
 
31.02
X
 
Certification of Principal Financial Officer Required by Rule 13a-14 (Filed herewith)
 
31.03
 
X
Certification of Principal Executive Officer Required by Rule 13a-14 (Filed herewith)
 
31.04
 
X
Certification of Principal Financial Officer Required by Rule 13a-14 (Filed herewith)
 
32.01
X
 
Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350
(Furnished herewith)
 
32.02
X
 
Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350
(Furnished herewith)
 
32.03
 
X
Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350
(Furnished herewith)
 
32.04
 
X
Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350
(Furnished herewith)