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

For the quarterly period ended JuneSeptember 30, 2005

OR

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

For the Transition Period fromto 

Commission
Registrant, State of Incorporation,
I.R.S. Employer
File Number
Address and Telephone Number
Identification No.
   
1-8809
SCANA Corporation
57-0784499
 
         (a(a South Carolina corporation)
 
 
1426 Main Street, Columbia, South Carolina 29201
 
 
(803) 217-9000
 
   
1-3375
South Carolina Electric & Gas Company
57-0248695
 
         (a(a South Carolina corporation)
 
 
1426 Main Street, Columbia, South Carolina 29201
 
 
(803) 217-9000
 
   
1-11429
Public Service Company of North Carolina, Incorporated
56-2128483
 
         (a(a South Carolina corporation)
 
 
1426 Main Street, Columbia, South Carolina 29201
 
 
(803) 217-9000
 

Indicate by check mark whether the registrants: (1) have 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 registrants were required to file such reports), and (2) have been subject to such filing requirements for the past 90 days. SCANA Corporation Yesx Noo South Carolina Electric & Gas Company Yesx Noo  Public Service Company of North Carolina, Incorporated Yesx Noo

Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2). SCANA Corporation Yes x  Noo South Carolina Electric & Gas Company Yeso  No x  Public Service Company of North Carolina, Incorporated Yeso  Nox
      Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
SCANA Corporation Yeso  No x  South Carolina Electric & Gas Company Yes o No x Public Service Company of North Carolina, Incorporated Yes o Nox
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
 
 Description ofShares Outstanding
RegistrantCommon Stockat JulyOctober 31, 2005
SCANA Corporation
Without Par Value
114,042,772
114,483,432
South Carolina Electric & Gas Company
$4.50 Par Value
      40,296,147(a)
Public Service Company of North Carolina, IncorporatedWithout Par Value
              1,000(a)
(a)Owned beneficially and of record by SCANA Corporation.
 

This combined Form 10-Q is separately filed by SCANA Corporation, South Carolina Electric & Gas Company and Public Service Company of North Carolina, Incorporated. 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 companies.

Public Service Company of North Carolina, Incorporated meets the conditions set forth in General Instruction H (1)(a) and (b) of Form 10-Q and therefore is filing this form with the reduced disclosure format allowed under General Instruction H(2).
 


INDEX TO FORM 10-Q

INDEXSEPTEMBER 30, 2005


PART I. FINANCIAL INFORMATION
Page
  
2
Financial Statements 
Management’s Discussion and Analysis of June 30, 2005Financial Condition and December 31, 2004Results of Operations
Item 3.Quantitative and Qualitative Disclosures About Market Risk


SCANA Corporation Financial Section
3
4
56
67
78
89
 
1720
 
26
27
 
2832
 
Item 1. Financial Statements
2933
3135
3236
3337
 
3946
 
4554
45
 
4655
 
Item 1. Financial Statements
47
56
4958
5059
5160
 
5464
  
Controls and Procedures5566
  
Legal Proceedings67
  
56Other Information68
 
Item 4. Submission of Matters to aVote of Security Holders
       57
  
57Exhibits68
  
5869
  
5970

 

12


























SCANACORPORATION
FINANCIAL SECTION





















23

PART I. FINANCIAL INFORMATION


Item 1. Financial Statements


SCANA CORPORATION
CONDENSED CONSOLIDATEDBALANCE SHEETS
(Unaudited)

   
 June 30, December 31,  September 30, December 31, 
Millions of dollars 2005 2004  2005 2004 
Assets
     
Utility Plant In Service $8,753 $8,373  $8,854 $8,373 
Accumulated depreciation and amortization  (2,562) (2,315)  (2,623) (2,315)
  6,191  6,058   6,231  6,058 
Construction work in progress  177  432   171  432 
Nuclear fuel, net of accumulated amortization  38  42   33  42 
Acquisition adjustments  230  230   230  230 
Utility Plant, Net  6,636  6,762   6,665  6,762 
              
Nonutility Property and Investments:              
Nonutility property, net of accumulated depreciation of $57 and $50  103  104 
Nonutility property, net of accumulated depreciation of $60 and $50  104  104 
Assets held in trust, net - nuclear decommissioning  52  49   51  49 
Investments  60  63   61  63 
Nonutility Property and Investments, Net  215  216   216  216 
              
Current Assets:              
Cash and cash equivalents  146  120   171  119 
Receivables, net of allowance for uncollectible accounts of $23 and $16  544  687 
Receivables, net of allowance for uncollectible accounts of $13 and $16  546  687 
Receivables - affiliated companies  23  19   23  19 
Inventories (at average cost):              
Fuel  177  191   236  191 
Materials and supplies  73  70   75  70 
Emission allowances  36  9   55  9 
Prepayments and other  54  53   72  52 
Total Current Assets  1,053  1,149   1,178  1,147 
              
Deferred Debits:              
Environmental  25  18   25  18 
Pension asset, net  294  285   299  285 
Other regulatory assets  378  402   408  404 
Other  160  164   167  164 
Total Deferred Debits  857  869   899  871 
Total $8,761 $8,996  $8,958 $8,996 
 
3
  June 30, December 31, 
Millions of dollars 2005 2004 
Capitalization and Liabilities
   
      
Shareholders’ Investment:       
Common equity $2,560 $2,451 
Preferred stock (Not subject to purchase or sinking funds)  106  106 
Total Shareholders’ Investment  2,666  2,557 
Preferred Stock, net (Subject to purchase or sinking funds)  8  9 
Long-Term Debt, net  3,072  3,186 
Total Capitalization  5,746  5,752 
        
Current Liabilities:       
Short-term borrowings  446  211 
Current portion of long-term debt  54  204 
Accounts payable  227  381 
Accounts payable - affiliated companies  23  18 
Customer deposits  50  50 
Taxes accrued  67  132 
Interest accrued  52  51 
Dividends declared  47  43 
Other  92  100 
Total Current Liabilities  1,058  1,190 
        
Deferred Credits:       
Deferred income taxes, net  859  879 
Deferred investment tax credits  120  121 
Asset retirement obligation - nuclear plant  128  124 
Other asset retirement obligations  467  450 
Postretirement benefits  145  142 
Other regulatory liabilities  107  209 
Other  131  129 
Total Deferred Credits  1,957  2,054 
        
Commitments and Contingencies (Note 6)  -  - 
Total $8,761 $8,996 

  See Notes to Condensed Consolidated Financial Statements.
4

 SCANA CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)

  Three Months Ended Six Months Ended 
  June 30, June 30, 
Millions of dollars, except per share amounts 2005 2004 2005 2004 
          
Operating Revenues:             
Electric $438 $434 $853 $814 
Gas - regulated  219  188  680  614 
Gas - nonregulated  234  224  624  547 
Total Operating Revenues  891  846  2,157  1,975 
              
Operating Expenses:             
Fuel used in electric generation  137  120  265  215 
Purchased power  11  20  18  33 
Gas purchased for resale  376  335  1,037  906 
Other operation and maintenance  153  144  312  298 
Depreciation and amortization  89  66  334  129 
Other taxes  40  38  78  77 
Total Operating Expenses  806  723  2,044  1,658 
Operating Income  85  123  113  317 
              
Other Income (Expense):             
Other income, including allowance for equity funds             
used during construction of $3, $5, $6 and $10  13  16  25  30 
Interest charges, net of allowance for borrowed funds             
used during construction of $1, $3, $1 and $6  (54) (51) (108) (101)
Gain on sale of investments and assets  8  1  8  1 
Total Other Expense  (33) (34) (75) (70)
              
Income Before Income Taxes, Earnings (Losses) from Equity             
Method Investments and Preferred Stock Dividends  52  89  38  247 
Income Tax Expense (Benefit)  3  28  (176) 84 
              
Income Before Earnings (Losses) from Equity Method             
Investments and Preferred Stock Dividends  49  61  214  163 
Earnings (Losses) from Equity Method Investments  (3) 1  (65) 2 
              
Income Before Preferred Stock Dividends  46  62  149  165 
Cash Dividends on Preferred Stock of Subsidiary  2  2  4  4 
              
Net Income   $44 $60 $145 $161 
              
Basic and Diluted Earnings Per Share of Common Stock $.39 $.54 $1.28 $1.45 
Weighted Average Shares Outstanding (millions)  113.6  111.2  113.3  111.0 
              
See Notes to Condensed Consolidated Financial Statements.         

5
SCANA CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
  
Six Months Ended
 
  
June 30,
 
Millions of dollars
 
2005
 
2004
 
 
Cash Flows From Operating Activities:
     
Net income
 
$
145
 
$
161
 
Adjustments to reconcile net income to net cash provided from operating activities:
     
Losses (earnings) from equity method investments
  
65
  
(2
)
Depreciation and amortization
  
342
  
134
 
Amortization of nuclear fuel
  
8
  
11
 
Gain on sale of assets and investments
  
(8
)
 
(1
)
Hedging activities
  
5
  
(3
)
Allowance for funds used during construction
  
(6
)
 
(10
)
Cash provided (used) by changes in certain assets and liabilities:
     
Receivables, net
  
139
  
78
 
Inventories
  
(36
)
 
(19
)
Prepayments and other
  
17
  
(9
)
Pension asset
  
(8
)
 
(7
)
Other regulatory assets
  
22
  
(25
)
Deferred income taxes, net
  
(29
)
 
34
 
Regulatory liabilities
  
(166
)
 
14
 
Postretirement benefits obligations
  
3
  
3
 
Accounts payable
  
(122
)
 
(23
)
Taxes accrued
  
(65
)
 
(42
)
Interest accrued
  
1
  
1
 
Changes in fuel adjustment clauses
  
10
  
44
 
Changes in other assets
  
6
  
(4
)
Changes in other liabilities
  
10
  
10
 
Net Cash Provided From Operating Activities
  
333
  
345
 
Cash Flows From Investing Activities:
     
Utility property additions and construction expenditures
  
(212
)
 
(253
)
Proceeds from sale of assets and investments
  
6
  
1
 
Nonutility property additions
  
(7
)
 
(3
)
Investments in affiliates and other
  
(27
)
 
(8
)
Net Cash Used For Investing Activities
  
(240
)
 
(263
)
Cash Flows From Financing Activities:
     
Proceeds from issuance of debt
  
197
  
124
 
Proceeds from issuance of common stock
  
47
  
22
 
Repayment of debt
  
(456
)
 
(4
)
Repurchase of common stock
  
-
  
(4
)
Redemption of preferred stock
  
(1
)
 
-
 
Dividends on equity securities
  
(89
)
 
(83
)
Short-term borrowings, net
  
235
  
(27
)
Net Cash (Used For) Provided From Financing Activities
  
(67
)
 
28
 
Net Increase In Cash and Cash Equivalents
  
26
  
110
 
Cash and Cash Equivalents, January 1
  
120
  
117
 
Cash and Cash Equivalents, June 30
 
$
146
 
$
227
 
 
Supplemental Cash Flow Information:
     
Cash paid for - Interest (net of capitalized interest of $1 and $6)
 
$
110
 
$
100
 
                          - Income taxes
  
45
  
21
 
      
Noncash Investing and Financing Activities:
     
Unrealized loss on securities available for sale, net of tax
  
-
  
(12
)
Accrued construction expenditures
  
14
  18 
See Notes to Condensed Consolidated Financial Statements.
6
  
SCANA CORPORATION 
 
(Unaudited) 
      
  Three Months Ended Six Months Ended 
  June 30, June 30, 
Millions of dollars 2005 2004 2005 2004 
          
Net Income $44 $60 $145 $161 
              
Other Comprehensive Income (Loss), net of tax:             
Unrealized losses on securities available for sale  -  (6) -  (12)
Unrealized gains (losses) on hedging activities  (3) -  4  (2)
Total Comprehensive Income(1)
 $41 $54 $149 $147 
              
(1)Accumulated other comprehensive income (loss) totaled $0.4 million and $(3.8) million as ofJune 30, 2005 and December 31, 2004, respectively.
 
              
              
See Notes to Condensed Consolidated Financial Statements.
         
              


4
 
  September 30, December 31, 
Millions of dollars 2005 2004 
Capitalization and Liabilities
   
      
Shareholders’ Investment:     
   Common equity $2,642 $2,451 
   Preferred stock (Not subject to purchase or sinking funds)  106  106 
   Total Shareholders’ Investment  2,748  2,557 
Preferred Stock, net (Subject to purchase or sinking funds)  8  9 
Long-Term Debt, net  2,937  3,186 
   Total Capitalization  5,693  5,752 
        
Current Liabilities:       
   Short-term borrowings  367  211 
   Current portion of long-term debt  184  204 
   Accounts payable  330  381 
   Accounts payable - affiliated companies  23  18 
   Customer deposits and customer prepayments  64  66 
   Taxes accrued  84  132 
   Interest accrued  49  51 
   Dividends declared  47  43 
   Other  106  84 
   Total Current Liabilities  1,254  1,190 
        
Deferred Credits:       
   Deferred income taxes, net  888  879 
   Deferred investment tax credits  120  121 
   Asset retirement obligation - nuclear plant  130  124 
   Other asset retirement obligations  478  450 
   Postretirement benefits  146  142 
   Other regulatory liabilities  108  209 
   Other  141  129 
   Total Deferred Credits  2,011  2,054 
        
Commitments and Contingencies (Note 6)  -  - 
Total $8,958 $8,996 

See Notes to Condensed Consolidated Financial Statements.





5


SCANA CORPORATION
CONDENSED CONSOLIDATEDSTATEMENTS OF INCOME
(Unaudited)

  Three Months Ended Nine Months Ended 
  September 30, September 30, 
Millions of dollars, except per share amounts 2005 2004 2005 2004 
          
Operating Revenues:         
   Electric $615 $492 $1,468 $1,306 
   Gas - regulated  194  162  874  776 
   Gas - nonregulated  318  203  942  750 
   Total Operating Revenues  1,127  857  3,284  2,832 
              
Operating Expenses:             
   Fuel used in electric generation  217  139  482  355 
   Purchased power  11  11  29  43 
   Gas purchased for resale  447  300  1,484  1,206 
   Other operation and maintenance  149  142  460  440 
   Depreciation and amortization  89  68  423  198 
   Other taxes  35  36  114  112 
   Total Operating Expenses  948  696  2,992  2,354 
              
Operating Income  179  161  292  478 
              
Other Income (Expense):             
   Other income (expense), including allowance for equity funds             
      used during construction of $-, $2, $- and $13  13  (5) 39  26 
   Gain on sale of investments and assets  -  -  8  - 
   Impairment on investments  -  (25) -  (25)
   Interest charges, net of allowance for borrowed funds             
      used during construction of $1, $2, $2 and $8  (52) (50) (160) (151)
   Total Other Expense  (39) (80) (113) (150)
              
Income Before Income Taxes, Earnings (Losses) from Equity             
   Method Investments and Preferred Stock Dividends  140  81  179  328 
              
Income Tax Expense (Benefit)  36  24  (141) 108 
              
Income Before Earnings (Losses) from Equity Method  104  57  320  220 
   Investments and Preferred Stock Dividends             
Earnings (Losses) from Equity Method Investments  (2) (1) (68) 1 
              
Income Before Preferred Stock Dividends  102  56  252  221 
Cash Dividends on Preferred Stock of Subsidiary  2  2  6  6 
              
Net Income   $100 $54 $246 $215 
              
Basic and Diluted Earnings Per Share of Common Stock $.88 $.48 $2.16 $1.93 
Weighted Average Shares Outstanding (millions)  114.1  111.8  113.6  111.3 
              
See Notes to Condensed Consolidated Financial Statements.        
6
SCANA CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OFCASH FLOWS
(Unaudited)
  Nine Months Ended 
  September 30, 
Millions of dollars 2005 2004 
Cash Flows From Operating Activities:     
   Net income $246 $215 
   Adjustments to reconcile net income to net cash provided from operating activities:       
      Losses (earnings) from equity method investments  68  (1)
      Depreciation and amortization  425  207 
      Amortization of nuclear fuel  4  16 
      Gain on sale of assets and investments  (8) - 
      Hedging activities  12  1 
      Impairment of investments  -  25 
      Allowance for equity funds used during construction  (1) (13)
      Carrying cost recovery  (8) - 
      Cash provided (used) by changes in certain assets and liabilities:       
         Receivables, net  137  124 
         Inventories  (125) (75)
         Prepayments and other  (2) (20)
         Pension asset  (13) (10)
         Other regulatory assets  31  (24)
         Deferred income taxes, net  22  80 
         Regulatory liabilities  (156) 30 
         Postretirement benefits obligations  4  5 
         Accounts payable  (39) (94)
         Taxes accrued  (48)  (17)
         Interest accrued  (2) 1 
      Changes in fuel adjustment clauses  (36) 23 
      Changes in other assets  12  2 
      Changes in other liabilities  18  15 
Net Cash Provided From Operating Activities  541  490 
Cash Flows From Investing Activities:       
   Utility property additions and construction expenditures  (285) (311)
   Proceeds from sale of assets and investments  8  2 
   Nonutility property additions  (11) (15)
   Investments in affiliates and other  (26) (14)
   Net Cash Used For Investing Activities  (314) (338)
Cash Flows From Financing Activities:       
   Proceeds from issuance of debt  197  124 
   Proceeds from issuance of common stock  66  47 
   Repayment of debt  (459) (109)
   Repurchase of common stock  -  (4)
   Redemption of preferred stock  (1) - 
   Dividends on equity securities  (134) (125)
   Short-term borrowings, net  156  (11)
   Net Cash Used For Financing Activities  (175) (78)
Net Increase In Cash and Cash Equivalents  52  74 
Cash and Cash Equivalents, January 1  119  117 
Cash and Cash Equivalents, September 30 $171 $191 
Supplemental Cash Flow Information:       
   Cash paid for - Interest (net of capitalized interest of $2 and $8) $163 $151 
                         - Income taxes  45  21 
Noncash Investing and Financing Activities:       
   Unrealized loss on securities available for sale, net of tax  -  (1)
   Accrued construction expenditures  14  22 

See Notes to Condensed Consolidated Financial Statements.
7
  
SCANA CORPORATION 
CONDENSED CONSOLIDATED STATEMENTS OFCOMPREHENSIVE INCOME
 
(Unaudited) 
      
  Three Months Ended Nine Months Ended 
  September 30, September 30, 
Millions of dollars 2005 2004 2005 2004 
          
Net Income $100 $54 $246 $215 
              
Other Comprehensive Income (Loss), net of tax:             
   Unrealized gains (losses) on securities available for sale  -  11  -  (1)
   Unrealized gains on hedging activities  7  3  11  1 
Total Comprehensive Income(1)
 $107 $68 $257 $215 
              
(1) Accumulated other comprehensive income (loss) totaled $7.7 million and $(3.8) million as of September 30, 2005 and December 31, 2004, respectively. 
 
              
              
See Notes to Condensed Consolidated Financial Statements.         
              


8
SCANA CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JuneSeptember 30, 2005
(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, 2004. These are interim financial statements, and due to the seasonality of the Company’s business, the amounts reported in the Condensed Consolidated Statements of Income are not necessarily indicative of amounts expected for the full year. In the opinion of management, the information furnished herein reflects all adjustments, all of a normal recurring nature, which are necessary for a fair statement of the results for the interim periods reported.

1.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A.      Basis of Accounting

The Company accounts for its regulated utility operations, assets and liabilities in accordance with the provisions of Statement of Financial Accounting Standards (SFAS) 71,“Accounting for the Effects of Certain Types of Regulation.”SFAS 71 requires cost-based rate-regulated utilities to recognize in their financial statements certain revenues and expenses in different time periods than do enterprises that are not rate-regulated. As a result, as of JuneSeptember 30, 2005 the Company has recorded approximately $403$433 million and $574$586 million of regulatory assets (including environmental) and liabilities, respectively. Information relating to regulatory assets and liabilities follows.

 June 30, December 31,  September 30, December 31, 
Millions of dollars 2005 2004  2005 2004 
Accumulated deferred income taxes, net $127 $126  $125 $126 
Under-collections - electric fuel and gas cost adjustment clauses, net  13  41   58  41 
Deferred purchased power costs  21  26   19  26 
Deferred environmental remediation costs  25  18   25  18 
Asset retirement obligation - nuclear decommissioning  51  49 
Asset retirement obligation - nuclear decommissioning and related funding  80  76 
Other asset retirement obligations  (467) (450)  (478) (450)
Deferred synthetic fuel tax benefits, net  -  (97)  -  (97)
Storm damage reserve  (35) (33)  (37) (33)
Franchise agreements  56  58   55  58 
Deferred regional transmission organization costs  12  14   12  14 
Other  26  19   (12)  (16) 
Total $(171)$(229) $(153)$(237)

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 and gas cost adjustment clauses, net, represent amounts under-collected from customers pursuant to the fuel adjustment clause (electric customers) or gas cost adjustment clause (gas customers) as approved by the Public Service Commission of South Carolina (SCPSC) or the North Carolina Utilities Commission (NCUC) during annual hearings.

Deferred purchased power costs - represents costs that were necessitated by outages at two of South Carolina Electric & Gas Company (SCE&G)’s base load generating plants in winter 2000-2001. The SCPSC approved recovery of these costs in base rates over three years beginning January 2005.

Deferred 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 SCE&G are being recovered through rates, of which approximately $13.6$11.9 million remain.remain to be recovered. A portion of the costs incurred at sites owned by Public Service Company of North Carolina, Incorporated (PSNC Energy) has been recovered through rates. Amounts incurred and deferred, net of insurance settlements, that are not currently being recovered by PSNC Energy through rates are approximately $2.4$1.7 million. Management believes that these costs and the estimated remaining costs of approximately $8.8$8.7 million will be recoverable.recoverable by PSNC Energy.
 
9
Asset retirement obligation (ARO) - nuclear decommissioning and related funding represents the regulatory asset associated with the legal obligation to decommission and dismantle V. C. Summer Nuclear Station (Summer Station) as required by SFAS 143,“Accounting for Asset Retirement Obligations.”
 
Other asset retirement obligations represent net collections through depreciation rates of estimated costs to be incurred for the future retirement of assets for which no legal retirement obligation exists.assets.
 
Deferred synthetic fuel tax benefits represented the deferral of partnership losses and other expenses offset by the tax benefits of those losses and expenses and accumulated synthetic fuel tax credits associated with SCE&G’s investment in two partnerships involved in converting coal to synthetic fuel. In 2005, under an accounting plan approved by the SCPSC, any tax credits generated from synthetic fuel produced by the partnerships and consumed by SCE&G and ultimately passed through to SCE&G, net of partnership losses and other expenses, have been used to offset the capital costs of constructing the back-up dam at Lake Murray. See Note 2.

8
The storm damage reserve represents an SCPSC approved reserve account for SCE&G capped at $50 million to be collected through rates. The accumulated storm damage reserve can be applied to offset incremental storm damage costs in excess of $2.5 million in a calendar year. For the sixnine months ended JuneSeptember 30, 2005, no significant amounts have been drawn from this reserve account.

Franchise agreements represent costs associated with the 30-year electric and gas franchise agreements with the cities of Charleston and Columbia, South Carolina. These amounts are being amortized through cost of service rates over approximately 15 years.

Deferred regional transmission organization costs represent costs incurred by SCE&G in the United States Federal Energy Regulatory Commission (FERC)-mandated formation of GridSouth. The project was suspended in 2002. Effective January 2005, the SCPSC approved the amortization of these amounts through cost of service rates over approximately five years.

The SCPSC and the NCUC (collectively, state commissions) have reviewed and approved through specific orders most of the items shown as regulatory assets. Other items represent costs which are not yet approved for recovery by a state commission. 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. However, ultimate recovery is subject to state commission approval. In the future, as a result of deregulation or other changes in the regulatory environment, the Company may no longer meet the criteria for continued application of SFAS 71 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.      Equity Compensation Plan

Under the SCANA Corporation Long-Term Equity Compensation Plan (the Plan), certain employees and non-employee directors may receive incentive and nonqualified stock options and other forms of equity compensation. The Company accounts for this equity-based compensation using the intrinsic value method under APB 25,“Accounting for Stock Issued to Employees,” and related interpretations. In addition, the Company has adopted the disclosure provisions of SFAS 123,“Accounting for Stock-Based Compensation” and SFAS 148,“Accounting for Stock-Based Compensation-Transition and Disclosure.”

Options, all of which were granted prior to 2003, and all of which were fully vested as of September 30, 2005, were granted with exercise prices equal to the fair market value of the Company’sSCANA’s common stock on the respective grant dates since the Plan’s inception;dates; therefore, no compensation expense has been recognized in connection with such grants. If the Company had recognized compensation expense for the issuance of options based on the fair value method described in SFAS 123, pro forma net income and earnings per share would have been as follows:

  Three Months Ended           Nine Months Ended 
  September 30,                September 30, 
  2005 2004 2005 2004 
Net income - as reported (millions) $100 $54 $246 $215 
Net income - pro forma (millions) $100 $54 $246 $214 
Basic and diluted earnings per share - as reported $.88 $.48 $2.16 $1.93 
Basic and diluted earnings per share - pro forma $.88 $.48 $2.16 $1.92 
 
 Three Months EndedSix Months Ended
 June 30,June 30,
 2005200420052004
Net income - as reported (millions)$44$60$145$161
Net income - pro forma (millions)$44$60$145$161
Basic and diluted earnings per share - as reported$.39$.54$1.28$1.45
Basic and diluted earnings per share - pro forma$.39$.54$1.28$1.45
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    The Company also grants other forms of equity basedequity-based compensation to certain employees. The value of such awards is recognized as compensation expense under APB 25. Total expense recorded for these awards was approximately $2.9$1.6 million and $4.8$6.5 million for the three and sixnine months ended JuneSeptember 30, 2005, respectively, and approximately $2.5$2.6 million and $4.8$7.4 million, respectively, for the corresponding periods ended JuneSeptember 30, 2004, respectively.2004.

9
">     
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
  
Pension Benefits
 
Other Postretirement Benefits
 
Millions of dollars
 
2005
 
2004
 
2005
 
2004
  
2005
 
2004
 
2005
 
2004
 
Three months ended June 30
         
Three months ended September 30
         
Service cost $3.1 $2.8 $0.9 $0.8  $3.1 $2.7 $0.9 $0.9 
Interest cost  9.5  9.6  2.8  2.9   9.7  9.4  2.4  2.9 
Expected return on assets  (19.1) (17.8) -  -   (19.0) (17.7) -  - 
Prior service cost amortization  1.7  1.6  0.3  0.2   1.8  1.7  0.1  0.5 
Transition obligation amortization  0.2  0.2  0.2  0.2   0.2  0.2  0.2  0.2 
Amortization of actuarial loss  -  -  0.4  0.5   -  -  -  0.5 
Net periodic benefit (income) cost
 
$
(4.6
)
$
(3.6
)
$
4.6
 
$
4.6
  
$
(4.2
)
$
(3.7
)
$
3.6
 
$
5.0
 

Six months ended June 30
             
Nine months ended September 30
         
Service cost $6.1 $5.6 $1.8 $1.6  $9.2 $8.3 $2.7 $2.4 
Interest cost  19.0  18.7  5.6  5.8   28.7  28.1  8.0  8.7 
Expected return on assets  (38.2) (35.5) -  -   (57.2) (53.2) -  - 
Prior service cost amortization  3.4  3.2  0.6  0.4   5.2  4.9  0.6  1.0 
Transition obligation amortization  0.4  0.4  0.4  0.4   0.6  0.6  0.6  0.6 
Amortization of actuarial loss  -  -  0.8  1.0   -  -  0.9  1.5 
Net periodic benefit (income) cost
 
$
(9.3
)
$
(7.6
)
$
9.2
 
$
9.2
  
$
(13.5
)
$
(11.3
)
$
12.8
 
$
14.2
 

D.      Earnings Per Share

Earnings per share amounts have been computed in accordance with SFAS 128,“Earnings Per Share.” Under SFAS 128, basic earnings per share are computed by dividing net income by the weighted average number of common shares outstanding for the period. Diluted earnings per share are computed by dividing net income by the weighted average number of shares of common stock outstanding during the period, 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 no securities that would have an antidilutive effect on earnings per share.

E.      Transactions with Affiliates

SCE&G holds equity-method investments in two partnerships involved in converting coal to synthetic fuel. SCE&G had recorded as receivables from these affiliated companies approximately $23.0$23.5 million and $18.6 million at JuneSeptember 30, 2005 and December 31, 2004, respectively. SCE&G had recorded as payables to these affiliated companies approximately $23.3 million and $17.8 million at JuneSeptember 30, 2005 and December 31, 2004, respectively. SCE&G purchased approximately $62.8$70.2 million and $51.5$52.7 million of synthetic fuel from these affiliated companies for the three months ended JuneSeptember 30, 2005 and 2004, respectively. SCE&G purchased approximately $113.7$183.9 million and $90.2$142.9 million of synthetic fuel from these affiliated companies for the sixnine months ended JuneSeptember 30, 2005 and 2004, respectively.

F.      New Accounting Matters 

SFAS 154,“Accounting Changes and Error Corrections,”was issued in June 2005. It requires retrospective application to prior periods’ financial statements of prior periods for every voluntary change in accounting principle unless itsuch retrospective application is impracticable. SFAS 154 replaces Accounting Principles Board (APB) Opinion 20,“Accounting Changes,” and SFAS 3,“Reporting Accounting Changes in Interim Financial Statements,” although it carries forward some of their provisions. The Company will adopt SFAS 154 in the first quarter of 2006, and does not expect that the initial adoption will have a material impact on the Company’s results of operations, cash flows or financial position.

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   Financial Accounting Standards Board Interpretation (FIN) 47, “Accounting for Conditional Asset Retirement Obligations,” was issued in March 2005 to clarify the term “conditional asset retirement” as used in SFAS 143, “Accounting for Asset Retirement Obligations.” It requires that a liability be recognized for the fair value of a conditional asset retirement obligation when incurred, if the fair value of the liability can be reasonably estimated. Uncertainty about the timing or method of settlement of a conditional asset retirement obligation would be factored into the measurement of the liability when sufficient information exists.exists, but such uncertainty would not be a basis upon which to avoid liability recognition. This interpretation is effective no later than the end of fiscal years ending after December 15, 2005. Accordingly, the Company will adopt FIN 47 in the fourth quarter of 2005. The impact FIN 47 may have on the Company’s assets and liabilities has not been determined but could be material. TheDue to the regulated nature of the businesses for which such conditional asset retirement obligations would be recognized, the Company does not expect that the initial adoption of FIN 47 will have a material impact on the Company’s results of operations, cash flows or financial position.

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SFAS 123 (revised 2004), “Share-Based Payment,” was issued in December 2004 and will require compensation costs related to share-based payment transactions to be recognized in the financial statements. With limited exceptions, the amount of compensation cost will be measured based on the grant-date fair value of the instruments issued. Compensation cost will be recognized over the period that an employee provides service in exchange for the award. SFAS 123(R) replaces SFAS 123,“Accounting for Stock-Based Compensation”and supersedes APB 25,“Accounting for Stock Issued to Employees.” In April 2005, the Securities and Exchange Commission delayed the date for mandatory adoption of SFAS 123(R) until the first interim or annual reporting period of the first fiscal year beginning on or after June 15, 2005. Accordingly, the Company will adopt SFAS 123(R) in the first quarter of 2006.2005, although earlier adoption is allowed. The Company does not expect that the initial adoption of SFAS 123(R) will have a material impact on the Company’s results of operations, cash flows or financial position.
 
G.      Reclassifications

Certain amounts from prior periods have been reclassified to conform with the presentation adopted for 2005.

2.       RATE AND OTHER REGULATORY MATTERS
 
  South Carolina Electric & Gas Company (SCE&G)

Electric

In a January 2005 order, the SCPSC granted SCE&G a composite increase in retail electric rates of approximately 2.89%, designed to produce additional annual revenues of approximately $41.4 million based on a test year calculation. The SCPSC lowered SCE&G's return on common equity from 12.45% to an amount not to exceed 11.4%, with rates set at 10.7%. The new rates became effective in January 2005. As part of its order, the SCPSC approved SCE&G's recovery of construction and operating costs for SCE&G's new Jasper County Electric Generating Station, recovery of costs of mandatory environmental upgrades primarily related to Federal Clean Air Act regulations and, beginning in January 2005, the application of current and anticipated net synthetic fuel tax credits to offset the cost of constructing the back-up dam at Lake Murray. Under the accounting methodology approved by the SCPSC, current and future construction costs related to the Lake Murray Dam project arewere recorded in a special dam remediation account outside of rate base, and depreciation is being recognized against the balance in this account on an accelerated basis, subject to the availability of the synthetic fuel tax credits.
 
In the January 2005 order, the SCPSC also approved recovery over a five-year period of SCE&G's approximately $14 million of costs incurred in the formation of the GridSouth Regional Transmission Organization and recovery through base rates over three years of approximately $25.6 million of purchased power costs that were previously deferred. As a part of its order, the SCPSC extended through 2010 its approval of the accelerated capital recovery plan for SCE&G's Cope Generating Station. Under the plan, in the event that SCE&G would otherwise earn in excess of its maximum allowed return on common equity, SCE&G may increase depreciation of its Cope Generating Station up to $36 million annually without additional approval of the SCPSC. Any unused portion of the $36 million in any given year may be carried forward for possible use in the following year.
 
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SCE&G's rates are established using a cost of fuel component approved by the SCPSC which may be modified periodically to reflect changes in the price of fuel purchased by SCE&G. SCE&G's cost of fuel component in effect during the period January 1, 2004 through JuneSeptember 30, 2005 was as follows:

Rate Per KWhEffective Date
$.01678January-April 2004
$.01821May-December 2004
$.01764January-April 2005
$.02256May 2005-JuneMay-September 2005

Gas

In October 2005, the SCPSC granted SCE&G an overall increase of $22.9 million, or 5.69 percent, in retail gas base rates. The new rates are based on an allowed return on common equity of 10.25 percent, and became effective with the first billing cycle in November 2005.
 
SCE&G's rates are established using a cost of gas component approved by the SCPSC which may be modified periodically to reflect changes in the price of natural gas purchased by SCE&G. SCE&G's cost of gas component in effect during the period January 1, 2004 through JuneSeptember 30, 2005 was as follows:

Rate Per ThermEffective Date
$.877January-October 2004
$.903November 2004-June2004-September 2005
 
On April 26,    In October 2005 SCE&G filedthe SCPSC approved an applicationincrease in SCE&G’s cost of gas component from a rate of $.903 per therm for all customer classes to rates of $1.29729, $1.22218 and $1.19823 per therm for residential, small and medium general service and large general service classes, respectively. These new rates are effective with the SCPSC requestingfirst billing cycle in November 2005. As a 7.09 percent increasepart of this proceeding, in retailorder to moderate the effect of volatile natural gas base rates, or approximately $28 million basedprices on an adjusted test year ended December 31, 2004. A hearing on this request is expectedcustomers, the SCPSC approved a plan to be held in September 2005. If approved, it is anticipated that the new rates would go into effect indefer certain under-collections of gas costs until November 2005.2006.
 
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Public Service Company of North Carolina, Incorporated (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 accounts for any over- or under-collections of the delivered cost of gas in its deferred accounts for subsequent rate consideration. The NCUC reviews PSNC Energy’s gas purchasing practices annually.

PSNC Energy’s benchmark cost of gas in effect during the period January 1, 2004 through JuneSeptember 30, 2005 was as follows:

Rate Per ThermEffective Date
$.600January-September 2004
$.675October-November 2004
$.825December 2004-January 2005
$.725February-JuneFebruary-July 2005
$.825August-September 2005
 
    On August 1,In September 2005 the NCUC approved PSNC Energy'sEnergy’s request to increase the benchmark cost of gas from $.725$.825 per therm to $.825$1.100 per therm for service rendered on and after AugustOctober 1, 2005. In October 2005 the NCUC approved PSNC Energy’s request to increase the benchmark cost of gas from $1.100 per therm to $1.275 per therm for service rendered on and after November 1, 2005.

       On June 1,In September 2005, PSNC Energy filed testimony in connection with the Company’s 2005 Annual Prudence Review, related to the 12 monthsNCUC determined that PSNC Energy’s gas costs, including all hedging transactions, were reasonable and prudently incurred during the 12-month review period ended March 31, 2005. The NCUC will hold a hearing in Augustalso authorized new rate decrements, effective October 1, 2005, to consider the filing.refund over-collections of certain gas costs included in deferred accounts.

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A state expansion fund, established by the North Carolina General Assembly in 1991 and funded by refunds from PSNC Energy’s interstate pipeline transporters, provides financing for expansion into areas that otherwise would not be economically feasible to serve. On May 12,In September 2005 PSNC Energy filed an application with the NCUC approved PSNC Energy’s request for disbursement of up to $1.1 million from the expansion fund to extend natural gas service to Louisburg, North Carolina, and requested authorization to withdraw up to approximately $1.2 million from its expansion fund for this project.Carolina. The NCUCproject will hold a hearingbe completed in August 2005 to consider the filing.2006.

In March 2005 PSNC Energy refunded approximately $7.7 million in pipeline supplier refunds by a direct bill credit to various customers. This refund resulted in a reduction in restricted cash and the associated current liability.

OnIn January 21, 2005 the NCUC authorized PSNC Energy to defer for subsequent rate consideration certain expenses incurred to comply with the U. S. Department of Transportation’s Pipeline Integrity Management requirements. This accounting treatment was effective November 1, 2004. As of June 30, 2005 such deferrals totaled $0.3 million.

South Carolina Pipeline Corporation (SCPC)

SCPC’s purchased gas adjustment for cost recovery and gas purchasing policies are reviewed annually by the SCPSC. In a July 2005 order, the SCPSC found that for the period January through December 2004 SCPC’s gas purchasing policies and practices were prudent and SCPC properly adhered to the gas cost recovery provisions of its gas tariff.

3.       DEBT AND CREDIT FACILITIES

In September 2005 SCANA renewed $100 million in committed short-term credit facilities. The credit facilities will expire on September 26, 2006.

In June 2005 $650 million in committed five-year revolving credit facilities for SCE&G, South Carolina Fuel Company, Inc. (Fuel Company) and PSNC Energy were amended to extend the term of the existing credit facilities by an additional year. The credit facilities now will expire on June 30, 2010.

On June 15, 2005 SCE&G retired at maturity $150 million in first mortgage bonds. These bonds were bore interest at 7.50%. SCE&G used available cash, together with short-term borrowings, to effect the retirement.

During the second quarter of 2005, the Company terminated two interest rate swap agreements with an aggregate notional amount of $225 million.  Under the swap agreements, the Company received fixed rate interest of 5.81% and 6.25%, and paid variable rate interest.  The termination of these swap agreements did not significantly impact the Company's financial position, results of operations, cash flows or cash flows.financial position.

In March 2005 SCANA issued $100 million in senior unsecured floating rate medium-term notes maturing in March 2008. The interest rate on the floating rate notes is reset quarterly based on three-month LIBOR plus 15 basis points. The proceeds from the sale, together with available cash, were used for the redemption on April 1, 2005 of $200 million of floating rate medium-term notes due to mature in November 2006.

In March 2005 SCE&G issued $100 million in first mortgage bonds having an annual interest rate of 5.25% and maturing March 1, 2035. The proceeds from the sale of these bonds were used for the redemption on April 1, 2005 of $100 million in first mortgage bonds due April 1, 2025, which bore interest at 7.625%.

4.       RETAINED EARNINGS

The Company’s Restated Articles of Incorporation do not limit the dividends that may be paid on its common stock. However, the Restated Articles of Incorporation of SCE&G contain provisions that, under certain circumstances, which the Company considers to be remote, could limit the payment of cash dividends on its common stock. In addition, with respect to hydroelectric projects, the Federal Power Act requires the appropriation of a portion of certain earnings therefrom. At JuneSeptember 30, 2005, of SCE&G’s approximately $934 million$1 billion in retained earnings, approximately $50$51 million were restricted by this requirement as to payment of cash dividends on SCE&G’s common stock.
 
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5.       FINANCIAL INSTRUMENTS

The Company follows the guidance required by FAS 133,“Accounting for Derivative Instruments and Hedging Activities,” as amended, in accounting forutilizes various financial derivatives, including those arising fromdesignated as cash flow hedges related to natural gas. The Company also utilizes swap agreements to manage interest rate risk. These transactions are more fully described in Note 9 to the consolidated financial statements in SCANA’s Annual Report on Form 10-K for the year ended December 31, 2004.

The Company recognizes gains (losses) as a result of qualifying cash flow hedges whose hedged transactions occur during the reporting period and records them, net of taxes, in cost of gas. The Company recognized a gain of $0.5$2.4 million and a loss of $(2.7)$(0.4) million for the three and sixnine months ended JuneSeptember 30, 2005, respectively, and recognized gains of $1.2$0.3 million and $3.0$3.3 million, respectively, for the corresponding periods ended JuneSeptember 30, 2004, respectively.2004. The Company estimates that most of the JuneSeptember 30, 2005 unrealized gain balance of $1.1$8.2 million, net of tax, will be reclassified from accumulated other comprehensive income (loss) to earnings in 2005 and 2006 as a decrease to gas cost if market prices remain at current levels. As of JuneSeptember 30, 2005, all of the Company's cash flow hedges settle by their terms before the end of MarchDecember 2007.
 
At JuneSeptember 30, 2005 the estimated fair value of the Company’s swaps totaled $0.9$0.3 million (gain) related to combined notional amounts of $47.4 million.

6.    COMMITMENTS AND CONTINGENCIES

Reference is made to Note 10 to the consolidated financial statements appearing in SCANA’s Annual Report on Form 10-K for the year ended December 31, 2004. Commitments and contingencies at JuneSeptember 30, 2005 include the following:

A.    Nuclear Insurance

The Price-Anderson Indemnification Act (the Act) deals with public liability for a nuclear incident. Though the Act expired in 2003, existing licensees, such as the Company, are “grandfathered” under the Act until such time as it is renewed. The Act establishes the liability limit for third partythird-party claims associated with any nuclear incident at $10.5 billion. Each reactor licensee is currently liable for up to $100.6 million per reactor owned for each nuclear incident occurring at any reactor in the United States, provided that not more than $10$15 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 approximately $67.1 million per incident, but not more than $6.7$10 million per year.

SCE&G currently maintains policies (for itself and on behalf of the South Carolina Public Service Authority, the 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 $15.8 million.

To the extent that insurable claims for property damage, decontamination, repair and replacement and other costs and expenses arising from a nuclear incident at Summer Station exceed the policy limits of insurance, or to the extent such insurance becomes unavailable in the future, and to the extent that SCE&G’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 at Summer Station. 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

In March 2005 the Environmental Protection Agency (EPA) issued a final rule known as the Clean Air Interstate Rule (CAIR). CAIR requires the District of Columbia and 28 states, including South Carolina, to reduce nitrogen oxidesoxide and sulfur dioxide emissions in order to attain mandated state levels. SCE&G has petitioned the United States Court of Appeals for the District of Columbia Circuit to review CAIR. Several other electric utilities have filed separate petitions. The petitioners seek a change in the method CAIR uses to allocate sulfur dioxide emission allowances to a method the petitioners believe is more equitable. The Company believes that installation of additional air quality controls will be needed to meet the CAIR requirements. Compliance plans and cost to comply with the rule will be determined once the Company completes its review. Such costs will be material and are expected to be recoverable through rates.

15
In March 2005 the EPA issued a final rule establishing a mercury emissions cap and trade program for coal-fired power plants that requires limits to be met in two phases, in 2010 and 2018. The Company is reviewing the final rule. Installation of additional air quality controls is likely to be required to comply with the mercury rule’s emission caps. Compliance plans and costs to comply with the rule will be determined once the Company completes its review. Such costs will be material and are expected to be recoverable through rates.

The Company maintains an environmental assessment program to identify and evaluate current and former sites that could require environmental cleanup. As site assessments are initiated, estimates are made of the amount of expenditures, if any, deemed necessary to investigate and clean up 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 cleanup relate solely to regulated operations.

South Carolina Electric & Gas Company
 
  At SCE&G, site assessment and cleanup costs are deferred and are being recovered through rates (see Note 1). Deferred amounts, net of amounts previously recovered through rates and insurance settlements, totaled $13.6$11.9 million at JuneSeptember 30, 2005. The deferral includes the estimated costs associated with the following matters.

13
SCE&G owns a decommissioned MGP site in the Calhoun Park area of Charleston, South Carolina. The site is currently being remediated for contamination. SCE&G anticipates that the remaining remediation activities will be completed by the end of 2005,mid-2006, with certain monitoring and retreatment activities continuing until 2010.2011. As of JuneSeptember 30, 2005, SCE&G had spent approximately $20.9$21.0 million to remediate the Calhoun Park site and expects to spend an additional $1.0$0.8 million. In addition, the National Park Service of the Department of the Interior made an initial demand to SCE&G for payment of approximately $9 million for certain costs and damages relating to this site. Any costscost arising from these matters arethis matter is expected to be recoverable through rates under South Carolina regulatory process.rates.

SCE&G owns three other decommissioned MGP sites in South Carolina which contain residues of by-product chemicals. One of the sites has been remediated and will undergo routine monitoring until released by the South Carolina Department of Health and Environmental Control (DHEC). The other sites are currently being investigated under work plans approved by DHEC. SCE&G anticipates that major remediation activities for the three sites will be completed in 2010. As of JuneSeptember 30, 2005, SCE&G had spent approximately $4.2$4.3 million related to these three sites, and expects to spend an additional $8.3$8.2 million.

SCE&G has been named, along with 27 others, by the Environmental Protection Agency (EPA) as a potentially responsible party (PRP) at the Carolina Transformer Superfund site located in Fayetteville, NC.  The Carolina Transformer Company (CTC) conducted an electrical transformer rebuilding and repair operation at the site from 1967 to 1984.  During that time, SCE&G occasionally used CTC for the repair of existing transformers and the purchase of new transformers.  In 1984, EPA initiated a cleanup of PCB-contaminated soil and groundwater at the site.  EPA reports that it has spent $36 million to date.  SCE&G’s records indicated that only minimal quantities of used transformers were shipped to CTC, and it is not clear if any contained PCB-contaminated oil.  Although a basis for the allocation of clean-up costs among the 28 PRPs is unclear, SCE&G does not believe that its involvement at this site would result in an allocation of costs that would have a material adverse impact on its results of operations, cash flows or financial condition.

    Public Service Company of North Carolina, Incorporated

   PSNC EnergyThe Company is responsible for environmental cleanup at five sites in North Carolina on which MGP residuals are present or suspected. PSNC Energy’sThe Company’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. The Company has recorded a liability and associated regulatory asset of approximately $8.8$8.7 million, which reflects its estimated remaining liability at JuneSeptember 30, 2005. Amounts incurred and deferred to date, net of insurance settlements, that are not currently being recovered through gas rates are approximately $2.4$1.7 million. Management believes that all MGP cleanup costs will be recoverable through gas rates.

16


C.      Claims and Litigation

In 1999 an unsuccessful bidder for the purchase of certain propane gas assets of the Company filed suit against SCANA in Circuit Court, seeking unspecified damages. The suit alleged the existence of a contract for the sale of assets to the plaintiff and various causes of action associated with that contract. On October 21, 2004, the jury issued an adverse verdict on this matter against SCANA for four causes of action for damages totaling $48 million.

Upon receiving the jury verdict prior to reporting results for the third quarter of 2004, it was the Company’s interpretation that the damages awarded with respect to certain causes of action were overlapping and that the plaintiff would be required to elect a single remedy. Therefore, it was the Company’s belief that a reasonably possible estimate of the total damages based on the amounts awarded by the jury would be in the range of $18 - $36 million. As such, in accordance with generally accepted accounting principles, in the third quarter of 2004 the Company accrued a liability of $18 million pre-tax, which was its reasonable estimate of the minimum liability that was probable if the final judgment were to be consistent with the jury verdict.

Post-verdict motions were heard in November 2004 and January 2005. In April 2005, post-trial motions were decided by the Court, and the plaintiff was ordered to elect a single remedy from the multiple jury awards. In response to the April 2005 election order, the Plaintiffplaintiff elected a remedy with damages totaling $18 million, and the Company placed the funds in escrow with the Clerk of Court to forestall the accrual of post-judgment interest. The funds held in escrow are recorded within prepayments and other assets on the balance sheet and appear as an investing activity in the statement of cash flows. The Company believes its accrued liability is still reasonable.a reasonable estimate. However, the Company continues to believe that the verdict was inconsistent with the facts presented and applicable laws. Both parties have appealed the judgment.

The Company is also defending anothera claim for $2.7 million for reimbursement of legal fees and expenses under an indemnification and hold harmless agreement in the contract for the sale of thesethe propane gas assets. A bench trial on the indemnification was held on January 14, 2005; however,2005, and on August 9, 2005 an order was entered against the Company in the amount of $2.6 million. The Company filed a rulingmotion and amended motion to vacate or in the alternative to alter or amend or reconsider the order and is currently awaiting a decision. The Company has not been received. The Companymade provision for this potential loss and further believes that the resolution of this claim will not have a material adverse impact on its results of operations, cash flows or financial condition.

On August 21, 2003, SCE&G was served as a co-defendant in a purported class action lawsuit styled as Collins v. Duke Energy Corporation, Progress Energy Services Company, and SCE&G in South Carolina's Circuit Court of Common Pleas for the Fifth Judicial Circuit. Since that time, the plaintiffs have dismissed defendants Duke Energy and Progress Energy and are proceeding against SCE&G only. The plaintiffs are seeking damages for the alleged improper use of electric transmission and distribution easements but have not asserted a dollar amount for their claims. Specifically, the plaintiffs contend that the licensing of attachments on electric utility poles, towers and other facilities to non-utility third parties or telecommunication companies for other than the electric utilities' internal use along the electric transmission and distribution line rights-of-way constitutes a trespass. The Company is confident of the propriety of SCE&G’s actions and intends to mount a vigorous defense. The Company further believes that the resolution of these claims will not have a material adverse impact on its results of operations, cash flows or financial condition.

On May 17, 2004, the Company was served with 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. The case was filed in South Carolina’s Circuit Court of Common Pleas for the Ninth Judicial Circuit (the Court). The plaintiff alleges the Company 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 the Company’s electricity-related internal communications.  The plaintiff asserted causes of action for unjust enrichment, trespass, injunction and declaratory judgment. The plaintiff did not assert a specific dollar amount for the claims. The Company believes its actions are consistent with governing law and the applicable documents granting easements and rights-of-way. The Court granted the Company’s motion to dismiss and issued an Orderorder dismissing the case on June 29, 2005. An appeal by the Plaintiff is expected.The plaintiff has appealed. The Company intends to mount a vigorous defense and believes that the resolution of these claims will not have a material adverse impact on its results of operations, cash flows or financial condition.

17


A complaint was filed on October 22, 2003 against SCE&G by the State of South Carolina alleging that SCE&G violated the Unfair Trade Practices Act by charging municipal franchise fees to some customers residing outside a municipality’s limits. The complaint alleged that SCE&G failed to obey, observe or comply with the lawful order of the SCPSC by charging franchise fees to those not residing within a municipality. The complaint sought restitution to all affected customers and penalties of up to $5,000 for each separate violation. The State of South Carolina v. SCE&G claim has been settled by an agreement between the parties, and the settlement has been approved by the court. The allegations were also the subject of a purported class action lawsuit filed in December 2003, against Duke Energy Corporation, Progress Energy Services Company and SCE&G (styled as Edwards v. SCE&G), but that case has been dismissed by the Plaintiff.plaintiff. In addition, SCE&G filed a petition with the SCPSC on October 23, 2003 pursuant to S. C. Code Ann. R.103-836. The petition requests that the SCPSC exercise its jurisdiction to investigate the operation of the municipal franchise fee collection requirements applicable to SCE&G’s electric and gas service, to approve SCE&G’s efforts to correct any past franchise fee billing errors, to adopt improvements in the system which will reduce such errors in the future, and to adopt any regulation that the SCPSC deems just and proper to regulate the franchise fee collection process. A hearing on this petition has not been scheduled. The Company believes that the resolution of these matters will not have a material adverse impact on its 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 material loss to the Company.

7.SEGMENT OF BUSINESS INFORMATION
7.       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,operations; therefore, net income is not allocated to the Electric Operations, Gas Distribution and Gas Transmission segments. The Company uses net income 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 SFAS 131 criteria for aggregation. All Other includes equity method investments and other nonreportable segments.

    
Operating
 
Net
    
External
 
Intersegment
 
Operating
 
Net
 
Segment
 
Millions of dollars
 
External
Revenue
 
Intersegment
Revenue
 
Income (Loss)
 
Income (Loss)
 
Segment
Assets
  
Revenue
 
Revenue
 
Income (Loss)
 
Income (Loss)
 
Assets
 
                      
Three Months Ended June 30, 2005
            
Three Months Ended September 30, 2005
           
Electric Operations $438 $1 $83 n/a    $615 $1 $186 n/a   
Gas Distribution  168 - (5) n/a     140 - (10) n/a   
Gas Transmission  51 71 5 n/a     54 69 5 n/a   
Retail Gas Marketing  92 - n/a $1     77 - n/a $(3)   
Energy Marketing  142 24 n/a -     241 67 n/a 2   
All Other  18 81 n/a 1     17 83 n/a (1)   
Adjustments/Eliminations  (18) (177) 2  42      (17) (220) (2) 102    
Consolidated Total
 
$
891
 
$
-
 
$
85
 
$
44
    
$
1,127
 
$
-
 
$
179
 
$
100
   
            
Six Months Ended June 30, 2005
                
Electric Operations $853 $2 $8  n/a $5,287 
Gas Distribution  572  -  55  n/a  1,484 
Gas Transmission  108  195  12  n/a  291 
Retail Gas Marketing  331  -  n/a $23  119 
Energy Marketing  293  43  n/a  (1) 67 
All Other  34  155  n/a  (62) 365 
Adjustments/Eliminations  (34) (395) 38  185  1,148 
Consolidated Total
 
$
2,157
 
$
-
 
$
113
 
$
145
 
$
8,761
 
 
Three Months Ended June 30, 2004
           
Nine Months Ended September 30, 2005
           
Electric Operations $434 $1 $120 n/a      $1,468 $3 $194 n/a $5,315 
Gas Distribution  137 - (9) n/a    712 - 45 n/a 1,516 
Gas Transmission  51 63 5 n/a    162 264 17 n/a 334 
Retail Gas Marketing  91 - n/a $3    408 - n/a $20 125 
Energy Marketing  133 23 n/a (1)    534 110 n/a 1 143 
All Other  18 72 n/a 3    52 238 n/a (65) 586 
Adjustments/Eliminations  (18) (159) 7  55     (52) (615) 36  290  939 
Consolidated Total
 
$
846
 
$
-
 
$
123
 
$
60
    
$
3,284
 
$
-
 
$
292
 
$
246
 
$
8,958
 
15
Six Months Ended June 30, 2004
                
Electric Operations $814 $2 $217  n/a $5,169 
Gas Distribution  509  -  49  n/a  1,412 
Gas Transmission  105  181  11  n/a  323 
Retail Gas Marketing  309  -  n/a $23  106 
Energy Marketing  238  26  n/a  (1) 73 
All Other  33  142  n/a  5  641 
Adjustments/Eliminations  (33) (351) 40  134  887 
Consolidated Total
 
$
1,975
 
$
-
 
$
317
 
$
161
 
$
8,611
 


1618
Item 2.Management’s Discussion and Analysis

Three Months Ended September 30, 2004
           
Electric Operations $492 $1 $168  n/a    
Gas Distribution  114  -  (11) n/a   
Gas Transmission  48  57  3  n/a    
Retail Gas Marketing  70  -  n/a $(1)   
Energy Marketing  133  27  n/a  1    
All Other  15  78  n/a  (27)  
Adjustments/Eliminations  (15) (163) 1  81    
Consolidated Total
 
$
857
 
$
-
 
$
161
 
$
54
   

Nine Months Ended September 30, 2004
           
Electric Operations $1,306 $3 $385  n/a $5,256 
Gas Distribution  622  -  38  n/a  1,424 
Gas Transmission  154  238  14  n/a  316 
Retail Gas Marketing  379  -  n/a $23  110 
Energy Marketing  371  64  n/a  -  55 
All Other  44  220  n/a  (21) 678 
Adjustments/Eliminations  (44) (525) 41  213  870 
Consolidated Total
 
$
2,832
 
$
-
 
$
478
 
$
215
 
$
8,709
 




19

SCANA CORPORATION
MANAGEMENT’S DISCUSSIONAND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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, 2004.

Statements included in this discussion and analysis (or elsewhere in this quarterly report) 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. 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) that the information is of a preliminary nature and may be subject to further and/or continuing review and adjustment, (2) regulatory actions or changes in the utility and nonutility regulatory environment, (3) current and future litigation, (4) changes in the economy, especially in areas served by subsidiaries of SCANA, (5) the impact of competition from other energy suppliers, including competition from alternate fuels in industrial interruptible markets, (6) growth opportunities for SCANA’s regulated and diversified subsidiaries, (7) the results of financing efforts, (8) changes in the Company’s accounting policies, (9) weather conditions, especially in areas served by SCANA’s subsidiaries, (10) performance of SCANA’s pension plan assets, (11) inflation, (12) changes in environmental regulations, (13) volatility in commodity natural gas markets and (14) the other risks and uncertainties described from time to time in SCANA’s periodic reports filed with the United States Securities and Exchange Commission. SCANA disclaims any obligation to update any forward-looking statements.

Electric Operations

The Energy Policy Act of 2005 (the “energy bill”) passed both houses of Congress in July 2005 and is expected to be signed by the Presidentbecame law in August 2005.  Some keyKey provisions of the energy bill include the establishment of an electric reliability organization to enforce reliability standards for transmission systems, the restriction of standard market design (SMD) rulemaking by the Federal Energy Regulatory Commission (FERC) and the provision for continued reservation of electric transmission capacity needed to serve native load customers.  Also, theThe energy bill also repeals the Public Utility Holding Company Act of 1935, and provides for greater regulatory oversight by other federal and state authorities.  The energy bill requires FERC to put in place rules and regulations to fully implement applicable provisions of the energy bill. The Company is reviewing the energy bill and related rules proposed by FERC to determine the impact it willthey may have on the Company’s operations. In a separate development, in July 2005 FERC terminated its proposed rule for SMD.  The Company cannot predict when or if FERC will advance other regulatory initiatives related to the national energy market or what conditions such initiatives would impose on utilities.

Gas Distribution

On April 26,In October 2005, SCE&G filed an application with the Public Service Commission of South Carolina (SCPSC) requesting a 7.09granted South Carolina Electric & Gas Company (SCE&G) an overall increase of $22.9 million, or 5.69 percent, increase in retail natural gas base rates. The new rates or approximately $28 millionare based on an adjusted test year ended December 31, 2004. A hearingallowed return on this request is expected to be held in September 2005. If approved, it is anticipated thatcommon equity of 10.25 percent, and became effective with the new rates would go into effectfirst billing cycle in November 2005.

In February 2005, the Natural Gas Stabilization Act of 2005 (Stabilization Act) became law in South Carolina. The Stabilization Act allows natural gas distribution companies to request annual adjustments to rates to reflect changes in revenues and expenses and changes in investment. Such annual adjustments are subject to certain qualifying criteria and review by the SCPSC.

Gas Transmission

SCANA plans to merge two of its subsidiaries, South Carolina Pipeline Corporation (SCPC) and SCG Pipeline, Inc., into a new company to be called Carolina Gas Transmission Corporation (CGT). CGT will operate as an open access, transportation onlytransportation-only interstate pipeline company. The merger is subject to approval by FERC. SCPC is reviewing the major issues relating to the merger with its customers in an attempt to reach an agreement with them prior to filing the application with FERC. SCANA does not expect to receive approval fora final decision regarding the merger from FERC before the summer of 2006.
17
20

Retail Gas Marketing

In June 2005 the Georgia Public Service Commission (GPSC) voted to retain SCANA Energy as Georgia’s regulated provider of natural gas for a two-year period ending August 31, 2007, with an option by the GPSC to extend the term for an additional year. In connection with this contract extension, SCANA Energy has agreed to file financial and other information periodically with the GPSC, and such information will be available atwww.psc.state.ga.us.

SCANA Energy and SCANA's other natural gas distribution, transmission and marketing segments maintain gas inventory and also utilize forward contracts and financial instruments, including futures contracts and options, to manage their exposure to fluctuating commodity natural gas prices. As a part of this risk management process, at any given time, a portion of SCANA's projected natural gas needs has been purchased or otherwise placed under contract. Since SCANA Energy operates in a competitive market, it may be unable to sustain its current levels of customers and/or pricing, thereby reducing expected margins and profitability. Further, there can be no assurance that Georgia’s gas delivery regulatory framework will remain unchanged as dynamic market conditions evolve.
 
SCANA Energy, pursuant to a written agreement, has maintained a long-standing agreementmarketing alliance with Cobb Energy Management Corporation (Cobb Energy), an affiliate of Cobb Electric Membership Corporation (Cobb EMC), and other Georgia electric membership cooperatives (collectively, the EMCs) under the terms of which the parties work in an exclusive relationship to attract, retain and retainserve customers for SCANA Energy.  In July 2005, Southern Company Gas, the natural gas marketing affiliate of Southern Company, announced that Cobb EMC is preparing to seek certification from the GPSC to become a licensed natural gas marketer and that Southern Company Gasit had signed a letter of intent to negotiate the sale of its business to a soon to be formed affiliate of Cobb EMC.  In anticipation of this proposed transaction, in October 2005, the Cobb EMC affiliate applied to the GPSC to become a licensed natural gas marketer. Also in connection with this proposed transaction, Cobb Energy, on behalf of itself and the EMCs, entered into discussions with SCANA Energy to modify the marketing alliance.

As a result of those discussions, effective October 31, 2005, SCANA Energy and the EMCs amended the marketing alliance so that, in an orderly fashion in 2006, the EMCs will transition to SCANA Energy certain call center and customer-related administrative functions, such as billing and collections, which are currently being provided to a portion of SCANA Energy’s customers by the EMCs. During the process and subsequent to the completion of the transition, certain other requirements also must be met by the EMCs until such time as the marketing alliance expires in October 2008.

SCANA Energy believes that such effortsits current customer service and billing systems have the capacity to enteraccommodate the Georgia natural gas market are not consistent with our agreementadditional customers and could affectthat it will have the competitive market.resources in place to assume responsibility for providing these services for its customers. SCANA Energy is evaluatingexpects that the prospectstransition will have minimal impact on its customers or related customer service functions. However, as noted above, there can be no assurance that SCANA Energy will be able to maintain its current level of the above announcementcustomers, and is addressing this issue with Cobb Energy and Cobb EMC.   therefore, no assurance that its current level of profitability will be sustained.


RESULTS OF OPERATIONS
FOR THE THREE AND SIXNINE MONTHS ENDED JUNESEPTEMBER 30, 2005
AS COMPARED TO THE CORRESPONDING PERIODS IN 2004

Earnings Per Share

The Company's reported earnings are prepared in accordance with GAAP. Management believes that, in addition to reported earnings under GAAP, the Company's GAAP-adjusted net earnings from operations provides a meaningful representation of its fundamental earnings power and can aid in performing period-over-period financial analysis and comparison with peer group data. In management's opinion, GAAP-adjusted net earnings from operations is a useful indicator of the financial results of the Company's primary businesses. This measure is also a basis for management's provision of earnings guidance and growth projections, and it is used by management in making resource allocation and other budgetary and operational decisions. This non-GAAP performance measure is not intended to replace the GAAP measure of net earnings, but is offered as a supplement to it. A reconciliation of reported (GAAP) earnings per share to GAAP-adjusted net earnings from operations per share is provided in the table below:

  Second Quarter Year to Date 
  2005 2004 2005 2004 
Reported (GAAP) earnings per share $.39 $.54 $1.28 $1.45 
Less realized gain from sale of telecommunications investment  .03  -  .03  - 
              
GAAP-adjusted net earnings from operations per share $.36 $.54 $1.25 $1.45 
21

  Third Quarter Year to Date 
  2005 2004 2005 2004 
Reported (GAAP) earnings per share $.88 $.48 $2.16 $1.93 
Add (Deduct):             
Charges related to pending litigation  -  .10  -  .10 
Investment impairment  -  .13  -  .13 
Gain from sale of telecommunications investment  -  -  (.03) - 
              
GAAP-adjusted net earnings from operations per share $.88 $.71 $2.13 $2.16 

Discussion of adjustment:adjustments:

The charge related to pending litigation recognized in 2004 resulted from an unfavorable verdict in a case in which an unsuccessful bidder for the purchase of certain of SCANA’s propane gas assets in 1999 alleged breach of contract and related claims. Both parties have appealed the judgment.

The Company’s investment in Knology, Inc. (Knology) experienced an other-than-temporary impairment in 2004, resulting in a $.13 per share charge. The Company’s investment in Knology was monetized in December 2004. The 2005 realized gain on telecommunications investment of $.03 resulted from the receipt in 2005 of additional proceeds from the prior2003 sale of the Company’s investment in ITC Holding Company in 2003.Company. These additional proceeds had been held in escrow pending resolution of certain contingencies.

Management believes that all of the above adjustments are appropriate in determining the non-GAAP financial performance measure. Management utilizes such measure itself in exercising budgetary control, managing business operations and determining eligibility for incentive compensation payments. Such non-GAAP measure is based on management’s decision that the telecommunications investments are not part of the Company’s core businesses and will not be available to provide earnings on a long-term basis. The non-GAAP measure also provides a consistent basis upon which to measure performance by excluding the effects on per share earnings of transactions involving the Company’s telecommunications investments and litigation charge related to the sale of a prior business.

SecondThird Quarter

GAAP-adjusted net earnings from operations per share decreasedincreased primarily due to unfavorableincreases in electric margins of $.03 (primarily caused$.25, offset by unfavorable weather), increased depreciation and amortization expense of $.05 (net of income tax benefits applied based on the January 2005 SCPSC order described below),$.02, increased operations and maintenance expenses of $.05,$.03, increased interest expense of $.01, increased property taxes of $.01 and the effects of dilution of $.01.$.02. Accelerated depreciation on the Lake Murray back-up dam and recognition of synthetic fuel tax credits and related items had no effect on net income, as discussed below.

18
Year to Date

GAAP-adjusted net earnings from operations per share decreased primarily due to increases in electric margins of $.27 and gas margins of $.06, offset by increased depreciation and amortization expense of $.12 (net of income tax benefits applied based on the January 2005 SCPSC order described below),$.14, increased operations and maintenance expenses of $.08,$.11, increased interest expense of $.04$.05 and the effects of dilution of $.03, partially offset by favorable electric margins of $.02 and favorable gas margins of $.07.$.04. Accelerated depreciation on the Lake Murray back-up dam and recognition of synthetic fuel tax credits and related items had no effect on net income, as discussed below.

Recognition of Synthetic Fuel Tax Credits

SCE&G holds equity-method investments in two partnerships involved in converting coal to synthetic fuel, the use of which fuel qualifies for federal income tax credits. These synthetic fuel production facilities were placed in operation in 2000 and 2001. Under an accounting plan approved by the SCPSC in June 2000, the synthetic fuel tax credits generated by the partnerships and passed through to SCE&G, net of partnership losses and other expenses, were to be deferred until the SCPSC approved their application to offset capital costs of projects required to comply with legislative or regulatory actions.

22
In a January 2005 order, the SCPSC approved SCE&G’s request to apply these synthetic fuel tax credits to offset the construction costs of the Lake Murray Dam project. Under the accounting methodology approved by the SCPSC, construction costs related to the project arewere recorded in utility plant in service in a special dam remediation account outside of rate base, and depreciation is recognized against the balance in this account on an accelerated basis, subject to the availability of the synthetic fuel tax credits.

The level of depreciation expense and related tax benefit recognized in the income statement will be equal to the available synthetic fuel tax credits, less partnership losses and other expenses, net of taxes. As a result, the balance of unrecovered costs in the dam remediation account is declining as accelerated depreciation is recorded. Although these entries collectively have no impact on consolidated net income, they can have a significant impact on individual line items within the income statement. In addition, SCE&G is allowed to record non-cash carrying costs on the unrecovered investment, which is described further atAllowance For Funds Used During Construction.Other Income.See also Other Matters - Synthetic Fuel.The accelerated depreciation, synthetic fuel tax credits, partnership losses and the income tax benefit arising from such losses recognized by SCE&G during 2005 are as follows:
  Recognized   
Factors Increasing (Decreasing) 
2nd Quarter
 Year to Date 
Net Income (millions) 2005 2005 
Recognized in Statement of Income:     
Depreciation and amortization expense $(13.9)$(183.6)
      
Income tax benefits:     
From synthetic fuel tax credits  11.2  155.2 
From accelerated depreciation  5.3  70.2 
From partnership losses  1.6  25.9 
Total income tax benefits  18.1  251.3 
      
Losses from Equity Method Investments  (4.2) (67.7)
      
Impact on Net Income  -  - 

19

  Recognized   
Factors Increasing (Decreasing) 3rd Quarter Year to Date 
Net Income (millions) 2005 2005 
      
Depreciation and amortization expense $(17.2)$(200.8)
        
Income tax benefits:       
From synthetic fuel tax credits  12.9  168.1 
From accelerated depreciation  6.6  76.8 
From partnership losses  1.3  27.2 
Total income tax benefits  20.8  272.1 
        
Losses from Equity Method Investments  (3.6) (71.3)
        
Impact on Net Income  -  - 

Pension Income

Pension income was recorded on the Company’s financial statements as follows:

 Second Quarter Year to Date  Third Quarter Year to Date 
Millions of dollars 2005 2004 2005 2004  2005 2004 2005 2004 
                  
Income Statement Impact:                  
Reduction in employee benefit costs $1.2 $0.8 $2.3 $1.8  $0.9 $0.4 $3.2 $2.2 
Other income  3.0  2.5  6.0  4.9   3.0  3.1  9.0  8.1 
Balance Sheet Impact:                      
Reduction in capital expenditures  0.3  0.2  0.7  0.6   0.2  0.1  0.9  0.7 
Component of amount due to Summer Station co-owner  0.1  0.1  0.3  0.3   0.1  0.1  0.4  0.3 
Total Pension Income $4.6 $3.6 $9.3 $7.6  $4.2 $3.7 $13.5 $11.3 

For the last several years, the market value of the Company’s retirement plan (pension) assets has exceeded the total actuarial present value of accumulated plan benefits. Pension income for the secondthird quarter and year to date 2005 increased compared to the corresponding periods in 2004, primarily as a result of positive investment returns.

23


Allowance for Funds Used During Construction (AFC)Other Income

Included in other income is an 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 for the three and six months ended JuneSeptember 30, 2005 decreased compared to the same period of 2004, primarily due to completion of the back-up dam at Lake Murray. AFC for the nine months ended September 30, 2005 decreased primarily due to completion of the Jasper County Electric Generating Station in May 2004. Included2004 and the discontinuation of AFC on the back-up dam at Lake Murray effective December 31, 2004, as authorized by the January 2005 SCPSC rate order.

Also included in the equity portion of AFCother income for the three and sixnine months ended JuneSeptember 30, 2005 is a recovery of carrying costs through synthetic fuel tax credits of approximately $2.8 million and $5.6$8.4 million, respectively, which was accrued as a resultrecorded under provisions of the January 2005 SCPSC rate order related to construction costs for the back-up dam at Lake Murray.order.

Dividends Declared

The Company’s Board of Directors has declared the following dividends on common stock during 2005:

Declaration DateDividend Per ShareRecord DatePayment Date
    
February 17, 2005$.39March 10, 2005April 1, 2005
May 5, 2005$.39June 10, 2005July 1, 2005
July 27, 2005$.39September 9, 2005October 1, 2005
November 2, 2005$.39December 9, 2005January 1, 2006

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 margins (including transactions with affiliates) were as follows:

 Second Quarter Year to Date  Third Quarter Year to Date 
Millions of dollars 2005 % Change 2004 2005 % Change 2004  2005 % Change 2004 2005 % Change 2004 
                          
Operating revenues $437.6 0.7%$434.5 $852.9 4.7%$814.4  $615.6 25.1%$491.9 $1,468.5 12.4%$1,306.4 
Less: Fuel used in generation  137.2 14.2% 120.1 265.0 23.0% 215.5   217.1 56.0% 139.2 482.1 35.9% 354.7 
Purchased power  11.0  (44.4)% 19.8  17.6  (45.8)% 32.5   11.5  7.5% 10.7  29.1  (32.6)% 43.2 
Margin $289.4  (1.8)%$294.6 $570.3  0.7%$566.4  $387.0  13.1%$342.0 $957.3  5.4%$908.5 

SecondThird Quarter

Margin decreased primarilyincreased by $16.8 million due to unfavorablefavorable weather, which had an impact of $19.8 million. This decrease was offset by $9.7$12.9 million due to increased retail electric rates that went into effect in January 2005, by $2.6$7.8 million relateddue to increased off-system sales and by customer growth, and by $7.3 million in increased consumption of $2.0 million.off-system sales.

20
Year to Date

Margin increased primarilyby $32.2 million due to increased retail electric rates that went into effect in January 2005, which had an impact of $19.3by $9.2 million by $2.6 million relateddue to increased off-system sales and by $18.8 million due to customer growth and increased consumption of $7.4 million.growth. These factorsincreases were partially offset by $25.2$12.0 million due to unfavorable weather.

24

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 margins (including transactions with affiliates) were as follows:

 Second Quarter Year to Date  Third Quarter Year to Date 
Millions of dollars 2005 % Change 2004 2005 % Change 2004  2005 % Change 2004 2005 % Change 2004 
                          
Operating revenues $168.6 22.8%$137.3 $571.4 12.3%$509.0  $139.7 22.4%$114.1 $711.0 14.1%$623.0 
Less: Gas purchased for resale  124.1  26.9% 97.8  417.0  15.2% 362.0   103.4  28.1% 80.7  520.3  17.5% 442.7 
Margin $44.5  12.7%$39.5 $154.4  5.0%$147.0  $36.3  8.7%$33.4 $190.7  5.8%$180.3 

SecondThird Quarter

Margin increased primarily due to customer growth and increased consumption.

Year to Date

Margin increased primarily due to customer growth and increased consumption of $8.1 million, partially offset by lower transportation revenue.growth.

Gas Transmission

Gas Transmission is comprised of the operations of SCPC. Gas transmission sales margins (including transactions with affiliates) were as follows:

 Second Quarter Year to Date  Third Quarter Year to Date 
Millions of dollars 2005 % Change 2004 2005 % Change 2004  2005 % Change 2004 2005 % Change 2004 
                          
Operating revenues $121.9 7.0%$113.9 $302.9 5.8%$286.2  $123.1 16.2%$105.9 $426.0 8.6%$392.1 
Less: Gas purchased for resale  109.9  9.2% 100.6  275.8  6.8% 258.3   110.2  18.2% 93.2  386.0  9.8% 351.6 
Margin $12.0  (9.8)%$13.3 $27.1  (2.9)%$27.9  $12.9  1.6%$12.7 $40.0  (1.2)%$40.5 

SecondThird Quarter

Margin decreased due to lower sales volumes toincreased primarily as a result of higher margins on industrial interruptible customers.

Year to Date

Margin decreased slightly due to lower sales volumes to industrial interruptible customers offset by higher transportation volumes.

Retail Gas Marketing

Retail Gas Marketing is comprised of SCANA Energy, a division of SCANA Energy Marketing, Inc., which operates in Georgia’s natural gas market. Retail Gas Marketing revenues and net income were as follows:

 Second Quarter Year to Date  Third Quarter Year to Date 
Millions of dollars 2005 % Change 2004 2005 % Change 2004  2005 % Change 2004 2005 % Change 2004 
                          
Operating revenues $91.9 0.8%$91.2 $330.8 7.1%$308.9  $76.9 9.7%$70.1 $407.7 7.5%$379.1 
Net income $1.0  (68.8)%$3.2 $23.4  (1.3)%$23.7 
Net income (loss) $(3.0) * $(0.5)$20.3  (12.5)%$23.2 
*Greater than 100%
21

SecondThird Quarter
 
Operating revenues increased slightly primarily as a result of higher average retail prices due to higher commodity gas costs. Net income decreasedloss increased primarily due to lower sales margins and higher operating and customer service expenses.margins.

25
Year to Date

Operating revenues increased primarily as a result of higher average retail prices due to higher commodity gas costs. Net income decreased slightly primarily due to increased bad debt expense and higher operating and customer service expenses offsetting higher margins.

Energy Marketing

Energy Marketing is comprised of the Company’s non-regulated marketing operations, excluding SCANA Energy. Energy Marketing operating revenues and net lossincome were as follows:

 Second Quarter Year to Date  Third Quarter Year to Date 
Millions of dollars 2005 % Change 2004 2005 % Change 2004  2005 % Change 2004 2005 % Change 2004 
                          
Operating revenues $166.5 4.5%$159.3 $337.0 22.8%$274.5  $307.7 * $100.6 $644.2 48.4%$434.2 
Net loss $(0.2) * $(0.5)$(1.1) * $(1.0)
Net income $1.9  58.3%$1.2 $0.9  * $0.2 
* Not meaningfulGreater than 100%

SecondThird Quarter

Operating revenues increased primarily as a result of higher commodity prices which more than offset decreased volumes. Net loss decreased primarily due to decreased operating expenses.

and Year to Date

Operating revenues increased primarily as a result of higher commodity prices which more than offset decreased volumes. Net lossincome increased slightly primarily due to lower gashigher margins.

Other Operating Expenses

Other operating expenses, which arose from the operating segments previously discussed, were as follows:
 
  Second Quarter         Year to Date 
Millions of dollars 2005 % Change 2004 2005 % Change 2004 
              
Other operation and maintenance $152.0  6.0%$143.4 $311.0  4.4%$297.8
Depreciation and amortization  89.0  *  66.6  333.8  * 129.3
Other taxes  40.0  4.2% 38.4  78.0  1.0%77.2
Total $281.0  * $248.4 $722.8  * $504.3
  Third Quarter Year to Date 
Millions of dollars 2005 % Change 2004 2005 % Change 2004 
              
Other operation and maintenance $148.8  4.7%$142.1 $460.5  4.7%$440.0 
Depreciation and amortization  89.0  30.3% 68.3  422.8  *  197.6 
Other taxes  35.3  (0.8)% 35.6  113.4  0.5% 112.8 
Total $273.1  11.0%$246.0 $996.7  32.8%$750.4 
* Not meaningfulGreater than 100%

SecondThird Quarter

Other operation and maintenance expenses increased primarily due to increased nuclearelectric generation and fossil maintenancegas distribution expenses of $6.8$4.3 million, increased customer billing expense of $1.0 million and higher expenses related to regulatory matters of $1.3 million and increased amortization of regulatory assets of $0.8 million. Depreciation and amortization increased approximately $13.9$17.2 million due to accelerated depreciation of the back-up dam at Lake Murray (previously explained atRecognition of Synthetic Fuel Tax Credits) and increased $1.4 million due to normal net property additions. In addition, as a result of the January 2005 rate order, SCE&G received approval to amortize previously deferred purchased power costs and to implement new depreciation rates, resulting in $4.1 million of additional depreciation and amortization expense in the period.

Year to Date

Other operation and maintenance expenses increased primarily due to increased major maintenance expenses of $7.6 million, increased expenses associated with the Jasper County Electric Generating Station which was completed in May 2004 totaling $2.5 million, increased nuclear operating and maintenance expenses of $3.4 million, higher expenses related to regulatory matters of $2.3 million and higher amortization of regulatory assets of $2.7 million. Depreciation and amortization increased approximately $200.8 million due to accelerated depreciation of the back-up dam at Lake Murray (previously explained atRecognition of Synthetic Fuel Tax Credits) and increased $6.6 million due to the completion of the Jasper County Electric Generating Station in May 2004 and $1.4$4.3 million due to normal net property changes. In addition, as a result of the January 2005 rate order, SCE&G received approval to amortize previously deferred purchased power costs and to implement new depreciation rates, resulting in $4.4$12.8 million of additional depreciation and amortization expense in the period.
22
26
    Year to Date
Interest Expense

Other operationInterest expense for the three and maintenance expensesnine months ended September 30, 2005 increased primarily due to increased nuclear and fossil maintenance expensesreduced AFC of $11.4 million, partially offset by decreases in storm expenses of $1.9$0.8 million and $1.9$5.4 million, of employee benefit expenses. Depreciationrespectively, and amortization increased approximately $183.6 million due to accelerated depreciation of the back-up dam at Lake Murray (previously explained atRecognition of Synthetic Fuel Tax Credits) and increased $8.7 million due to the completion of the Jasper County Electric Generating Station in May 2004 and $2.9 million due to normal net property changes. In addition, as a result of the January 2005 rate order, SCE&G received approval to amortize previously deferred purchased power costs and to implement new depreciation rates, resulting in $8.7 million of additional depreciation expense in the period.higher interest rates.

Income Taxes

Income tax expense for the three and sixnine months ended JuneSeptember 30, 2005 decreased primarily due to the application of synthetic fuel tax credits, as previously discussed atRecognition of Synthetic Fuel Tax Credits.

LIQUIDITY AND CAPITAL RESOURCES

The Company anticipates that its contractual cash obligations will be met through internally generated funds, the incurrence of additional short-term and long-term indebtedness and sales of additional equity securities. The Company expects that it has or can obtain adequate sources of financing to meet its projected cash requirements for the foreseeable future. The Company’s ratio of earnings to fixed charges for the 12 months ended JuneSeptember 30, 2005 was 1.75.2.00.

Cash requirements for the Company’s regulated subsidiaries arise primarily from their operational needs, funding their construction programs and payment of dividends to SCANA. The ability of the regulated subsidiaries to replace existing plant investment, as well as to expand to meet future demand for electricity and gas, 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, if requested.

In a January 2005 order, the SCPSC granted SCE&G a composite increase in retail electric rates of approximately 2.89%, designed to produce additional annual revenues of approximately $41.4 million based on a test year calculation. The SCPSC lowered SCE&G's return on common equity from 12.45% to an amount not to exceed 11.4%, with rates set at 10.7%. The new rates became effective in January 2005. As part of its order, the SCPSC approved SCE&G's recovery of construction and operating costs for SCE&G's new Jasper County Electric Generating Station, recovery of costs of mandatory environmental upgrades primarily related to Federal Clean Air Act regulations and the application of current and anticipated net synthetic fuel tax credits to offset the cost of constructing the back-up dam at Lake Murray (as previously discussed inRecognition of Synthetic Fuel Tax Credits). The SCPSC also approved recovery over a five-year period of SCE&G's approximately $14 million of costs incurred in the formation of the GridSouth Regional Transmission Organization and recovery through base rates over three years of approximately $25.6 million of purchased power costs that were previously deferred. As a part of its order, the SCPSC extended through 2010 its approval of the accelerated capital recovery plan for SCE&G's Cope Generating Station. Under the plan, in the event that SCE&G would otherwise earn in excess of its maximum allowed return on common equity, SCE&G may increase depreciation of its Cope Generating Station up to $36 million annually without additional approval of the SCPSC. Any unused portion of the $36 million in any given year may be carried forward for possible use in the following year.

In October 2005, the SCPSC granted SCE&G an overall increase of $22.9 million, or 5.69 percent, in retail gas base rates. The new rates are based on an allowed return on common equity of 10.25 percent, and became effective with the first billing cycle in November 2005.

In October 2005 the SCPSC approved an increase in SCE&G’s cost of gas component from a rate of $.903 per therm for all customer classes to rates of $1.29729, $1.22218 and $1.19823 per therm for residential, small and medium general service and large general services classes, respectively. These new rates are effective with the first billing cycle in November 2005. As a part of this proceeding, in order to moderate the effect of volatile natural gas prices on customers, the SCPSC approved a plan to defer certain under-collections of gas costs until November 2006.

27


The following table summarizes how the Company generated and used funds for property additions and construction expenditures during the sixnine months ended JuneSeptember 30, 2005 and 2004:

 Six Months Ended  Nine Months Ended 
 June 30,  September 30, 
Millions of dollars 2005 2004  2005 2004 
          
Net cash provided from operating activities $333 $345  $541 $490 
Net cash (used for) provided from financing activities  (67) 28 
Net cash used for financing activities  (175) (78)
Cash provided from sale of investments and assets  6  1   8  2 
Cash and cash equivalents available at the beginning of the period  120  117   119  117 
              
Funds used for utility property additions and construction expenditures $(212)$(253) $(285)$(311)
Funds used for nonutility property additions  (7) (3)  (11) (15)
Funds used for investments  (27) (8)  (26) (14)
23

The Company’s issuance of various securities, including long-term and short-term debt, is subject to customary approval or authorization by state and federal regulatory bodies, including state public service commissions and the Securities and Exchange Commission.

CAPITAL TRANSACTIONS

In September 2005 SCANA renewed $100 million in short-term committed credit facilities. The credit facilities will expire on September 26, 2006.

In June 2005 $650 million in committed five-year revolving credit facilities for SCE&G, Fuel Company and PSNC Energy were amended to extend the term of the existing credit facilities by an additional year. The credit facilities now will expire on June 30, 2010. None of the five-year credit facilities requirerequires the borrower to make a representation as to “no material adverse change” related to financial condition or material litigation at the time of a borrowing, and none of the facilities contains covenants based on credit ratings under which lenders could refuse to advance funds.

On June 15, 2005 SCE&G retired at maturity $150 million in first mortgage bonds. These bonds bore interest at 7.50%. SCE&G used available cash, together with short-term borrowings, to effect the retirement.

During the second quarter of 2005, the Company terminated two interest rate swap agreements with an aggregate notional amount of $225 million.  Under the swap agreements, the Company received fixed rate interest of 5.81% and 6.25%, and paid variable rate interest.  The termination of these swap agreements did not significantly impact the Company's financial position, results of operations, cash flows or cash flows.financial position.

In March 2005 SCANA issued $100 million in senior unsecured floating rate medium-term notes maturing in March 2008. The interest rate on the floating rate notes is reset quarterly based on three-month LIBOR plus 15 basis points. The proceeds from the sale, together with available cash, were used for the redemption on April 1, 2005 of $200 million of floating rate medium-term notes due to mature in November 2006.

In March 2005 SCE&G issued $100 million in first mortgage bonds having an annual interest rate of 5.25% and maturing March 1, 2035. The proceeds from the sale of these bonds were used for the redemption on April 1, 2005 of $100 million in first mortgage bonds due April 1, 2025 which bore interest at 7.625%.

CAPITAL PROJECTS

In May 2005 SCE&G substantially completed construction of a back-up dam at Lake Murray in order to comply with new federal safety standards mandated by FERC. Construction of the project and related activities are estimated to cost approximately $275 million, excluding AFC.

28


ENVIRONMENTAL MATTERS

In March 2005 the Environmental Protection Agency (EPA) issued a final rule known as the Clean Air Interstate Rule (CAIR). CAIR requires the District of Columbia and 28 states, including South Carolina, to reduce nitrogen oxidesoxide and sulfur dioxide emissions in order to attain mandated state levels. SCE&G has petitioned the United States Court of Appeals for the District of Columbia Circuit to review CAIR. Several other electric utilities have filed separate petitions. The petitioners seek a change in the method CAIR uses to allocate sulfur dioxide emission allowances to a method the petitioners believe is more equitable. The Company believes that installation of additional air quality controls will be needed to meet the CAIR requirements. Compliance plans and cost to comply with the rule will be determined once the Company completes its review. Such costs will be material and are expected to be recoverable through rates.

In March 2005 the EPA issued a final rule establishing a mercury emissions cap and trade program for coal-fired power plants that requires limits to be met in two phases, in 2010 and 2018. The Company is reviewing the final rule. Installation of additional air quality controls is likely to be required to comply with the mercury rule’s emission caps. Compliance plans and costs to comply with the rule will be determined once the Company completes its review. Such costs will be material and are expected to be recoverable through rates.

For other information on environmental matters, see Note 6B to condensed consolidated financial statements.

24
OTHER MATTERS

Synthetic Fuel

SCE&G holds equity-method investments in two partnerships involved in converting coal to synthetic fuel, the use of which fuel qualifies for federal income tax credits. These synthetic fuel production facilities were placed in operation in 2000 and 2001. Under an accounting plan approved by the SCPSC in June 2000, the synthetic fuel tax credits generated by the partnerships and passed through to SCE&G, net of partnership losses and other expenses, were to be deferred until the SCPSC approved their application to offset capital costs of projects required to comply with legislative or regulatory actions.

The aggregate investment in these partnerships as of JuneSeptember 30, 2005 is approximately $2.8$3.5 million, and through JuneSeptember 30, 2005, they have generated and passed through to SCE&G approximately $155.2$168.0 million in such tax credits. As previously described at Earnings Per Share, in a January 2005 order, the SCPSC approved SCE&G’s request to apply these synthetic fuel tax credits to offset the construction costs of the Lake Murray Dam project. Under the accounting methodology approved by the SCPSC, construction costs related to the project arewere recorded in utility plant in service in a special dam remediation account outside of rate base, and depreciation is recognized against the balance in this account on an accelerated basis, subject to the availability of the synthetic fuel tax credits.

The level of depreciation expense and related income tax benefit recognized in the income statement is equal to the available synthetic fuel tax credits, less partnership losses and other expenses, net of taxes. As a result, the balance of unrecovered costs in the dam remediation account is declining as accelerated depreciation is recorded. Although these entries collectively have no impact on consolidated net income, they can have a significant impact on individual line items within the income statement.

Depreciation on the Lake Murray Dam remediation account will be matched to available synthetic fuel tax credits on a quarterly basis until the balance in the dam remediation account is zero or until all of the available synfuelsynthetic fuel tax credits have been utilized. The synthetic fuel tax credit program expires at the end of 2007.

The ability to utilize the synthetic fuel tax credits is dependent on several factors, one of which is the average annual domestic wellhead price per barrel of crude oil as published by the U.S. Government. Under a phase-out provision included in the program, if the domestic wellhead reference price of oil per barrel for a given year is below an inflation-adjusted benchmark range for that year, all of the synthetic fuel tax credits that have been generated in that year arewould be available for use. If that price is above the benchmark range, none of the tax credits would be available. If that price falls within the benchmark range, a certain percentage of the credits would be available.

2529


The lower end of the inflation-adjusted benchmark range for 2004 was aboutapproximately $51 per barrel, while the upper end of that range was aboutapproximately $64. Since the reference price of oil for 2004 was less than $37, all of the synthetic fuel tax credits the Company had recorded and deferred through 2004 were available for use. While the benchmark price range for 2005 has been estimated at between $52 and $65 per barrel, the 2005 reference price will not be known until April 2006. During 2005 and subject to continuing review of the estimated benchmark range and reference price of oil for 2005, the Company intends to continue to record synthetic fuel tax credits as they are generated and to apply those credits quarterly to allow the recording of accelerated depreciation related to the balance in the dam remediation project account. The Company cannot predict what impact, if any, the price of oil may have on the Company’s ability to earn and utilize synthetic fuel tax credits in the future. However, the disruptions in the oil and gas markets in the third quarter of 2005 raise significant uncertainty as to the continued availability of the credits, particularly in 2006 and 2007.

In order to continue to earn these tax credits in future years SCANA also must be subject to a regular federal income tax liability in 2005 in an amount at least equal to the credits generated in any tax year.2005. This tax liability could be insufficient if the Company’s consolidated taxable income were to be significantly reduced as the result of realizing lower income or large deductionsdeductions. Under provisions of the recently enacted energy bill, any credits generated in any2006 and 2007 in excess of the Company’s tax year.liability for such years would be subject to carry back or carry forward provisions. The availability of these synthetic fuel tax credits is also subject to coal availability and other operational risks related to the generating plants.

In March 2004, one of the partnerships, S. C. Coaltech No. 1 L.P. received a “No Change” letter from the Internal Revenue Service (IRS) related to its synthetic fuel operations for the tax year 2000. After review of testing procedures and supporting documentation and conducting an independent investigation, the IRS found that the partnership produces a qualifying fuel under section 29 of the Internal Revenue Code (IRC) and found no reason to challenge the first placed-in-service status of the facility. This letter supports the Company’s position that the synthetic fuel tax credits have been properly claimed.

Item 3. QuantitativeAs noted above, the disruptions in the oil and Qualitative Disclosures About Market Riskgas markets in the third quarter of 2005 raise significant uncertainty as to the continued availability of the credits, particularly in 2006 and 2007. If it is determined that available credits are not sufficient to fully recover the construction costs of the dam remediation, regulatory action to allow recovery of those remaining costs may be sought. As of September 30, 2005, remaining unrecovered costs, based on management’s recording of accelerated deprecation and related tax benefits on its reasonable assumption that 2005’s credits will not be subjected to the phase-out provisions, were $98.3 million.

Finally, should synthetic fuel tax credit availability be curtailed under the above phase-out provisions, the level of payment Primesouth receives in connection with its operation of a synthetic fuel plant for a third party could be adversely impacted.

30
QUANTITATIVE AND QUALITATIVEDISCLOSURES ABOUT MARKET RISK

All financial instruments held by the Company described below are held for purposes other than trading.

Interest rate risk - The table below provides information about long-term debt issued by the Company and other financial instruments that are sensitive to changes in interest rates. For debt obligations the table presents principal cash flows and related weighted average interest rates by expected maturity dates. For interest rate swaps, the figures shown reflect notional amounts and related maturities. Fair values for debt and swaps represent quoted market prices.

As of June 30, 2005  Expected Maturity Date  
Millions of dollars     
      There- Fair
Liabilities20052006200720082009AfterTotalValue
         
Long-Term Debt:        
Fixed Rate ($)5.0174.468.6158.6143.62,532.83,083.03,404.5
Average Fixed Interest Rate (%)7.518.506.968.128.216.156.50n/a
Variable Rate ($)   100.0  100.0100.0
Average Variable Interest Rate (%)   3.48  3.48 
         
Interest Rate Swaps:        
Pay Variable/Receive Fixed ($)-3.228.23.23.29.647.40.9
Average Pay Interest Rate (%)-6.636.946.636.636.636.81n/a
Average Receive Interest Rate (%)-8.757.118.758.758.757.77n/a
As of September 30, 2005  Expected Maturity Date  
Millions of dollars     
      There- Fair
Liabilities20052006200720082009AfterTotalValue
         
Long-Term Debt:        
Fixed Rate ($)3.7174.468.6158.6143.62,532.83,081.73,404.5
Average Fixed Interest Rate (%)7.788.506.968.128.216.156.50n/a
Variable Rate ($)   100.0  100.0100.0
Average Variable Interest Rate (%)   4.02  4.02n/a
         
Interest Rate Swaps:        
Pay Variable/Receive Fixed ($)-3.228.23.23.29.647.40.6
Average Pay Interest Rate (%)-6.637.286.636.636.637.02n/a
Average Receive Interest Rate (%)-8.757.118.758.758.757.77n/a

While a decrease in interest rates would increase the fair value of debt, it is unlikely that events which would result in a significant realized loss will occur.


26

Commodity price risk - 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 mmbtu. Fair value represents quoted market prices.

Expected Maturity:          
    Options    Options
Futures Contracts  Purchased CallFutures Contracts  Purchased CallPurchased PutSold Put
2005Long ($)Short ($)  (Long) ($)Long ($)Short ($)  (Long) ($)(Short) ($)(Long) ($)
            
Settlement Price(a)
7.167.09   14.1814.35 
Strike Price(a)
7.878.017.40
Contract Amount26.614.6 
Strike Price(a)
7.427.41.6 Contract Amount15.80.40.1
Fair Value28.114.4 Contract Amount29.712.52.7 Fair Value11.2--
            
2006            
            
Settlement Price(a)
8.408.61   13.6114.56 
Strike Price(a)
8.41--
Contract Amount4.21.7 
Strike Price(a)
8.4111.211.4 Contract Amount8.1--
Fair Value5.01.7 Contract Amount8.116.517.0 Fair Value5.1--
            
(a)Weighted average
          

Swaps   200520062007
200520062007   
Commodity Swaps:   
Pay fixed/receive variable ($)10.723.04.8
Average pay rate(a)
8.9939.1648.127
Average received rate(a)
14.11212.9459.943
      
Pay fixed/receive variable ($)9.47.90.7
Average pay interest rate (%) (a)
7.127.447.10
Average received interest rate (%) (a)
7.468.278.10
   
Basis Swaps:   
Pay variable/receive variable ($)15.5--58.3143.4-
Average pay interest rate (%) (a)
7.16--
Average received interest rate (%) (a)
7.14--
Average pay rate(a)
14.09311.794-
Average received rate(a)
14.09211.786-
      
(a)Weighted average
      

Item 4. Controls and Procedures

As of June 30, 2005 an evaluation was performed under the supervision and with the participation of the Company’s management, including the Chief Executive Officer (CEO) and Chief Financial Officer (CFO), of the effectiveness of the design and operation of the Company’s disclosure controls and procedures. Based on that evaluation, the Company’s management, including the CEO and CFO, concluded that as of June 30, 2005 the Company’s disclosure controls and procedures were effective. There has been no change in the Company’s internal control over financial reporting during the quarter ended June 30, 2005 that has materially affected or is reasonably likely to materially affect the Company’s internal control over financial reporting.

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Table of Contents























SOUTH CAROLINA ELECTRIC& GAS COMPANY
FINANCIAL SECTION






















2832


Item 1. Financial Statements

SOUTH CAROLINA ELECTRIC & GAS COMPANY
CONDENSED CONSOLIDATEDBALANCE SHEETS
(Unaudited)

  June 30, December 31, 
Millions of dollars 2005 2004 
Assets
   
Utility Plant In Service $7,483 $7,096 
Accumulated depreciation and amortization  (2,172) (1,934)
   5,311  5,162 
Construction work in progress  157  417 
Nuclear fuel, net of accumulated amortization  38  42 
Utility Plant, Net  5,506  5,621 
        
Nonutility Property and Investments:       
Nonutility property, net of accumulated depreciation  26  27 
Assets held in trust, net - nuclear decommissioning  52  49 
Investments  6  6 
Nonutility Property and Investments, Net  84  82 
        
Current Assets:       
Cash and cash equivalents  17  20 
Receivables, net of allowance for uncollected accounts of $2 and $1  306  267 
Receivables - affiliated companies  33  19 
Inventories (at average cost):       
Fuel  62  35 
Materials and supplies  66  64 
Emission allowances  36  9 
Prepayments and other  26  30 
Total Current Assets  546  444 
        
Deferred Debits:       
Environmental  14  11 
Pension asset, net  294  285 
Due from affiliates - pension and postretirement benefits  23  23 
Other regulatory assets  367  376 
Other  138  138 
Total Deferred Debits  836  833 
Total $6,972 $6,980 
    
  September 30, December 31, 
Millions of dollars 2005 2004 
Assets
   
Utility Plant In Service $7,569 $7,096 
Accumulated depreciation and amortization  (2,223) (1,934)
   5,346  5,162 
Construction work in progress  147  417 
Nuclear fuel, net of accumulated amortization  33  42 
Utility Plant, Net  5,526  5,621 
        
Nonutility Property and Investments:       
   Nonutility property, net of accumulated depreciation  27  27 
   Assets held in trust, net - nuclear decommissioning  51  49 
   Investments  6  6 
   Nonutility Property and Investments, Net  84  82 
        
Current Assets:       
   Cash and cash equivalents  14  20 
   Receivables, net of allowance for uncollected accounts of $2 and $1  334  267 
   Receivables - affiliated companies  35  19 
   Inventories (at average cost):       
      Fuel  54  35 
      Materials and supplies  69  64 
      Emission allowances  55  9 
   Prepayments and other  14  30 
   Total Current Assets  575  444 
        
Deferred Debits:       
   Environmental  15  11 
   Pension asset, net  299  285 
   Due from affiliates - pension and postretirement benefits  23  23 
   Other regulatory assets  395  376 
   Other  139  138 
   Total Deferred Debits  871  833 
   Total $7,056 $6,980 
 









2933




 June 30,  December 31,  September 30,  December 31, 
Millions of dollars 2005 2004  2005 2004 
Capitalization and Liabilities
      
          
Shareholders’ Investment:            
Common equity $2,238 $2,164  $2,341 $2,164 
Preferred stock (Not subject to purchase or sinking funds)  106  106   106  106 
Total Shareholders’ Investment  2,344  2,270   2,447  2,270 
Preferred Stock, net (Subject to purchase or sinking funds)  8  9   8  9 
Long-Term Debt, net  1,975  1,981   1,843  1,981 
Total Capitalization  4,327  4,260   4,298  4,260 
              
Minority Interest  81  81   82  81 
              
Current Liabilities:              
Short-term borrowings  446  153   350  153 
Current portion of long-term debt  48  198   179  198 
Accounts payable  77  106   97  106 
Accounts payable - affiliated companies  94  113   95  113 
Customer deposits  27  26 
Customer deposits and customer prepayments  33  32 
Taxes accrued  87  152   108  152 
Interest accrued  34  35   30  35 
Dividends declared  40  38   40  38 
Other  50  50   53  44 
Total Current Liabilities  903  871   985  871 
              
Deferred Credits:              
Deferred income taxes, net  721  744   743  744 
Deferred investment tax credits  119  119   119  119 
Asset retirement obligation - nuclear plant  128  124   130  124 
Other asset retirement obligations  376  363   385  363 
Due to affiliates - pension and postretirement benefits  13  14   13  14 
Postretirement benefits  145  142   146  142 
Other regulatory liabilities  91  198   85  198 
Other  68  64   70  64 
Total Deferred Credits  1,661  1,768   1,691  1,768 
Commitments and Contingencies (Note 5)
  
-
  
-
   
-
  
-
 
Total
 
$
6,972
 
$
6,980
  $7,056 
$
6,980
 

See Notes to Condensed Consolidated Financial Statements.












3034
SOUTH CAROLINA ELECTRIC & GAS COMPANY
CONDENSED CONSOLIDATEDSTATEMENTS OF INCOME
(Unaudited)

                            Three Months Ended Nine Months Ended 
                              September 30, September 30, 
Millions of dollars 2005 2004 2005 2004 
          
Operating Revenues:         
   Electric$616 $493 $1,471 $1,310 
   Gas 80  62  321  275 
   Total Operating Revenues 696  555  1,792  1,585 
             
Operating Expenses:            
   Fuel used in electric generation 217  139  482  355 
   Purchased power 12  11  29  43 
   Gas purchased for resale 68  51  260  217 
   Other operation and maintenance 111  103  332  315 
   Depreciation and amortization 78  57  389  164 
   Other taxes 32  32  103  102 
   Total Operating Expenses 518  393  1,595  1,196 
             
Operating Income 178  162  197  389 
             
Other Income (Expense):            
   Other income, including allowance for equity funds 7  5  19  20 
      used during construction of $-, $2, $- and $11            
   Interest charges, net of allowance for borrowed funds            
      used during construction of $1, $2, $2 and $7 (35) (34) (109) (104)
   Gain on sale of assets -  -  1  - 
Total Other Expense (28) (29) (89) (84)
             
Income Before Income Taxes, Losses from Equity Method            
   Investments, Minority Interest and Preferred Stock Dividends 150  133  108  305 
Income Tax Expense (Benefit) 39  46  (166) 104 
             
Income Before Losses from Equity Method Investments,            
   Minority Interest and Preferred Stock Dividends 111  87  274  201 
Losses from Equity Method Investments (4) -  (72) (1)
Minority Interest 1  2  4  5 
             
Net Income 106  85  198  195 
Preferred Stock Cash Dividends Declared 2  2  6  6 
             
Earnings Available for Common Shareholder$104 $83 $192 $189 
             
See Notes to Condensed Consolidated Financial Statements.            

35
SOUTH CAROLINA ELECTRIC & GAS COMPANY
 CONDENSED CONSOLIDATEDSTATEMENTS OF CASH FLOWS
                                                                                                         (Unaudited) 
       Nine Months Ended
 
  September 30, 
Millions of dollars 2005 2004 
Cash Flows From Operating Activities:     
   Net income $198 $195 
   Adjustments to reconcile net income to net cash provided from operating activities:       
      Losses from equity method investments  72  1 
      Minority interest  4  5 
      Depreciation and amortization  389  164 
      Amortization of nuclear fuel  4  16 
      Allowance for equity funds used during construction  -  (11)
      Carrying cost recovery  (8) - 
      Gain on sale of assets  (1) - 
      Cash provided (used) by changes in certain assets and liabilities:      
         Receivables, net  (83) 43 
         Inventories  (98) (35)
         Prepayments  16  (6)
         Pension asset  (13) (10)
         Other regulatory assets  27  (23)
         Deferred income taxes, net  11  52 
         Regulatory liabilities  (163) 27 
         Postretirement benefits obligations  4  5 
         Accounts payable  (15) (95)
         Taxes accrued  (44) (33)
         Interest accrued  (5) (2)
   Changes in fuel adjustment clauses  (46) 30 
   Changes in other assets  (13) (5)
   Changes in other liabilities  3  14 
Net Cash Provided From Operating Activities  239  332 
Cash Flows From Investing Activities:       
   Utility property additions and construction expenditures  (247) (269)
   Increase in nonutility property  -  (5)
   Proceeds from sale of assets  1  2 
   Investments in affiliates  (14) (14)
   Net Cash Used For Investing Activities  (260) (286)
Cash Flows From Financing Activities:
       
   Proceeds from issuance of debt  97  124 
   Repayment of debt  (253) (102)
   Redemption of preferred stock  (1) - 
   Dividends on equity securities  (117) (124)
   Distribution to parent  -  (29)
   Contribution from parent  95  21 
   Short-term borrowings - affiliate, net  (3) (5)
   Short-term borrowings, net  197  25 
   Net Cash Provided From (Used For) Financing Activities  15  (90)
Net Decrease In Cash and Cash Equivalents  (6) (44)
Cash and Cash Equivalents, January 1  20  56 
Cash and Cash Equivalents, September 30 $14 $12 
Supplemental Cash Flow Information:       
   Cash paid for - Interest (net of capitalized interest of $2 and $7) $103 $100 
                         - Income taxes  23  30 
Non Cash Investing and Financing Activities:       
   Accrued construction expenditures  12  21 
 
See Notes to Condensed Consolidated Financial Statements.
       
36

SOUTH CAROLINA ELECTRIC & GAS COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)

                      Three Months Ended Six Months Ended 
                          June 30, June 30, 
Millions of dollars 2005 2004 2005 2004 
          
Operating Revenues:         
Electric$438 $435 $854 $817 
Gas 85  68  242  213 
Total Operating Revenues 523  503  1,096  1,030 
             
Operating Expenses:            
Fuel used in electric generation 137  120  265  215 
Purchased power 11  20  17  33 
Gas purchased for resale 71  55  192  166 
Other operation and maintenance 112  104  221  212 
Depreciation and amortization 78  55  311  107 
Other taxes 36  35  71  70 
Total Operating Expenses 445  389  1,077  803 
             
Operating Income 78  114  19  227 
             
Other Income (Expense):            
Other Income, including allowance for equity funds            
used during construction of $3, $4, $5 and $9 7  7  13  14 
Interest charges, net of allowance for borrowed funds            
used during construction of $1, $3, $1 and $6 (37) (35) (74) (70)
Gain on sale of assets 1  1  1  2 
Total Other Expense (29) (27) (60) (54)
             
Income (Loss) Before Income Taxes, Losses from Equity Method            
Investments, Minority Interest and Preferred Stock Dividends 49  87  (41) 173 
Income Tax Expense (Benefit) 3  29  (205) 58 
             
Income Before Losses from Equity Method Investments,            
Minority Interest and Preferred Stock Dividends 46  58  164  115 
Losses from Equity Method Investments (5) -  (69) (1)
Minority Interest 1  1  3  3 
             
Net Income 40  57  92  111 
Preferred Stock Cash Dividends Declared 2  2  4  4 
             
Earnings Available for Common Shareholder$38 $55 $88 $107 
             
See Notes to Condensed Consolidated Financial Statements.            

31
SOUTH CAROLINA ELECTRIC & GAS COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
  
Six Months Ended
 
  June 30, 
Millions of dollars 2005 2004 
 
Cash Flows From Operating Activities:
     
Net income $92 $111 
Adjustments to reconcile net income to net cash provided from operating activities:       
Losses from equity method investments  69  1 
Minority interest  3  3 
Depreciation and amortization  310  107 
Amortization of nuclear fuel  8  11 
Allowance for funds used during construction  (5) (9)
Gain on sale of assets  (1) (2)
Cash provided (used) by changes in certain assets and liabilities:     
 
Receivables, net  (53) (25)
Inventories  (75) (26)
Prepayments  4  (29)
Pension asset  (9) (8)
Other regulatory assets  23  (24)
Deferred income taxes, net  (38) 31 
Regulatory liabilities  (144) 14 
Postretirement benefits obligations  3  3 
Accounts payable  (24) 13 
Taxes accrued  (65) (49)
Interest accrued  (1) 1 
Changes in fuel adjustment clauses  (9) 40 
Changes in other assets  (6) (8)
Changes in other liabilities  (9) 10 
Net Cash Provided From Operating Activities  73  165 
 
Cash Flows From Investing Activities:
       
Utility property additions and construction expenditures  (183) (232)
Proceeds from sale of assets  1  1 
Investments in affiliates  (9) (8)
Net Cash Used For Investing Activities  (191) (239)
 
Cash Flows From Financing Activities:
       
Proceeds from issuance of debt  97  124 
Repayment of debt  (253) - 
Redemption of preferred stock  (1) - 
Dividends on equity securities  (78) (80)
Distribution to parent  -  (28)
Contribution from parent  59  - 
Short-term borrowings from affiliate, net  (2) (7)
Short-term borrowings, net  293  28 
Net Cash Provided From Financing Activities  115  37 
 
Net Decrease In Cash and Cash Equivalents
  (3) (37)
Cash and Cash Equivalents, January 1  20  56 
Cash and Cash Equivalents, June 30 $17 $19 
 
Supplemental Cash Flow Information:
       
Cash paid for - Interest (net of capitalized interest of $1 and $6) $71 $70 
                        - Income taxes  23  33 
 
Noncash Investing and Financing Activities:
       
Accrued construction expenditures  13  17  
 
See Notes to Condensed Consolidated Financial Statements.
       
32
SOUTH CAROLINA ELECTRIC & GAS COMPANY
NOTES TOCONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JuneSeptember 30, 2005
(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 for the year ended December 31, 2004. These are interim financial statements, and due to the seasonality of the Company’s business, the amounts reported in the Condensed Consolidated Statements of Income are not necessarily indicative of amounts expected for the full year. In the opinion of management, the information furnished herein reflects all adjustments, all of a normal recurring nature, which are necessary for a fair statement of the results for the interim periods reported.

1.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A.    Variable Interest Entity

Financial Accounting Standards Board Interpretation No. 46 (Revised 2003) (FIN 46),“Consolidation of Variable Interest Entities,” requires an enterprise’s consolidated financial statements 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 minority interest in the Company’s condensed consolidated financial statements.

GENCO owns and operates 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 a power purchase and related operating agreement. Fuel Company acquires, owns and provides financing for SCE&G’s nuclear fuel, fossil fuel and sulfur dioxide emission allowances. The effects of these transactions are eliminated in consolidation. Substantially all of GENCO’s property (carrying value of approximately $81$261 million) serves as collateral for its long-term borrowings.

B.    Basis of Accounting

The Company accounts for its regulated utility operations, assets and liabilities in accordance with the provisions of Statement of Financial Accounting Standards (SFAS) 71,“Accounting for the Effects of Certain Types of Regulation.”SFAS 71 requires cost-based rate-regulated utilities to recognize in their financial statements certain revenues and expenses in different time periods than do enterprises that are not rate-regulated. As a result, as of JuneSeptember 30, 2005, the Company has recorded approximately $381$410 million and $467$470 million of regulatory assets (including environmental) and liabilities, respectively. Information relating to regulatory assets and liabilities follows.

  September 30, December 31, 
Millions of dollars 2005 2004 
Accumulated deferred income taxes, net $122 $121 
Under-collections - electric fuel and gas cost adjustment clauses, net  58  31 
Deferred purchased power costs  19  26 
Deferred environmental remediation costs  15  11 
Asset retirement obligation - nuclear decommissioning and related funding  80  76 
Other asset retirement obligations  (385) (363)
Deferred synthetic fuel tax benefits, net  -  (97)
Storm damage reserve  (37) (33)
Franchise agreements  55  58 
Deferred regional transmission organization costs  12  14 
Other  1  (18) 
Total $(60)$(174)
 
  June 30, December 31, 
Millions of dollars 2005 2004 
Accumulated deferred income taxes, net $122 $121 
Under-collections - electric fuel and gas cost adjustment clauses, net  22  31 
Deferred purchased power costs  21  26 
Deferred environmental remediation costs  14  11 
Asset retirement obligation - nuclear decommissioning  51  49 
Other asset retirement obligations  (376) (363)
Deferred synthetic fuel tax benefits, net  -  (97)
Storm damage reserve  (35) (33)
Franchise agreements  56  58 
Deferred regional transmission organization costs  12  14 
Other  27  19 
Total $(86)$(164)
37
    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 and gas cost adjustment clauses, net, represent amounts under-collected from customers pursuant to the fuel adjustment clause (electric customers) or gas cost adjustment clause (gas customers) as approved by the Public Service Commission of South Carolina (SCPSC) during annual hearings.

Deferred purchased power costs - represents costs that were necessitated by outages at two of SCE&G’s base load generating plants in winter 2000-2001. The SCPSC approved recovery of these costs in base rates over three years beginning in January 2005.

Deferred 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, of which approximately $13.6$11.9 million remain.

33
Asset retirement obligation (ARO) - nuclear decommissioning and related funding represents the regulatory asset associated with the legal obligation to decommission and dismantle V. C. Summer Nuclear Station (Summer Station) as required by SFAS 143, “Accounting for Asset Retirement Obligations.”

Other asset retirement obligations represent net collections through depreciation rates of estimated costs to be incurred for the future retirement of assets for which no legal retirement obligation exists.assets.

Deferred synthetic fuel tax benefits represented the deferral of partnership losses and other expenses offset by the tax benefits of those losses and expenses and accumulated synthetic fuel tax credits associated with SCE&G’s investment in two partnerships involved in converting coal to synthetic fuel. In 2005, under an accounting plan approved by the SCPSC, any tax credits generated from synthetic fuel produced by the partnerships and ultimately passed through to SCE&G, net of partnership losses and other expenses, have been used to offset the capital costs of constructing the back-up dam at Lake Murray. See Note 2.
 
The storm damage reserve represents an SCPSC approved reserve account capped at $50 million to be collected through rates. The accumulated storm damage reserve can be applied to offset incremental storm damage costs in excess of $2.5 million in a calendar year. For the sixnine months ended JuneSeptember 30, 2005, no significant amounts have been drawn from this reserve account.

Franchise agreements represent costs associated with the 30-year electric and gas franchise agreements with the cities of Charleston and Columbia, South Carolina. These amounts are being amortized through cost of service rates over approximately 15 years.

Deferred regional transmission organization costs represent costs incurred by SCE&G in the United States Federal Energy Regulatory Commission (FERC)-mandated formation of GridSouth. The project was suspended in 2002. Effective January 2005, the SCPSC approved the amortization of these amounts through cost of service rates over approximately five years.

The SCPSC has reviewed and approved through specific orders most of the items shown as regulatory assets. Other items represent costs which are not yet approved for recovery by the SCPSC. In recording these costs as regulatory assets, management believes the costs will be allowable under existing rate-making concepts that are embodied in rate orders received by SCE&G. However, ultimate recovery is subject to SCPSC approval. In the future, as a result of deregulation or other changes in the regulatory environment, the Company may no longer meet the criteria for continued application of SFAS 71 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.

38
 
C.      Transactions with Affiliates

SCE&G has entered into agreements with certain affiliates to purchase all gas for resale to its distribution customers and to purchase electric energy. SCE&G purchases natural gas for resale and for electric generation from South Carolina Pipeline Corporation (SCPC) and had approximately $20.7$24.7 million and $49.5 million payable to SCPC for such gas purchases at JuneSeptember 30, 2005 and December 31, 2004, respectively.

SCE&G holds equity-method investments in two partnerships involved in converting coal to synthetic fuel. The Company had recorded as receivables from these affiliated companies approximately $23.0$23.5 million and $18.6 million at JuneSeptember 30, 2005 and December 31, 2004, respectively. SCE&G had recorded as payables to these affiliated companies approximately $23.3 million and $17.8 million at JuneSeptember 30, 2005 and December 31, 2004, respectively. SCE&G purchased approximately $62.8$70.2 million and $51.5$52.7 million of synthetic fuel from these affiliated companies for the three months ended JuneSeptember 30, 2005 and 2004, respectively. SCE&G purchased approximately $113.7$183.9 million and $90.2$142.9 million of synthetic fuel from these affiliated companies for the sixnine months ended JuneSeptember 30, 2005 and 2004, respectively.

In the sixnine months ended JuneSeptember 30, 2005, the Company purchased approximately 342 miles of gas distribution pipeline from SCPC at it’sits net book value, which totaled approximately $20.8$20.9 million.

D.      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
  
Pension Benefits
 
Other Postretirement Benefits
 
Millions of dollars
 
2005
 
2004
 
2005
 
2004
  
2005
 
2004
 
2005
 
2004
 
Three months ended June 30
         
Three months ended September 30
         
Service cost $3.1 $2.8 $0.9 $0.8  $3.1 $2.7 $0.9 $0.9 
Interest cost  9.5  9.6  2.8  2.9   9.7  9.4  2.4  2.9 
Expected return on assets  (19.1) (17.8) -  -   (19.0) (17.7) -  - 
Prior service cost amortization  1.7  1.6  0.3  0.2   1.8  1.7  0.1  0.5 
Transition obligation amortization  0.2  0.2  0.2  0.2   0.2  0.2  0.2  0.2 
Amortization of actuarial loss  -  -  0.4  0.5   -  -  -  0.5 
Amount attributable to Company affiliates  (0.5) (0.5) (1.3) (1.4)  (0.5) (0.5) (1.0) (1.4)
Net periodic benefit (income) cost
 
$
(5.1
)
$
(4.1
)
$
3.3
 
$
3.2
  
$
(4.7
)
$
(4.2
)
$
2.6
 
$
3.6
 

Nine months ended September 30
         
Service cost $9.2 $8.3 $2.7 $2.4 
Interest cost  28.7  28.1  8.0  8.7 
Expected return on assets  (57.2) (53.2) -  - 
Prior service cost amortization  5.2  4.9  0.6  1.0 
Transition obligation amortization  0.6  0.6  0.6  0.6 
Amortization of actuarial loss  -  -  0.9  1.5 
Amount attributable to Company affiliates  (1.4) (1.3) (3.6) (4.1)
Net periodic benefit (income) cost
 
$
(14.9
)
$
(12.6
)
$
9.2
 
$
10.1
 
34
Six months ended June 30
         
Service cost $6.1 $5.6 $1.8 $1.6 
Interest cost  19.0  18.7  5.6  5.8 
Expected return on assets  (38.2) (35.5) -  - 
Prior service cost amortization  3.4  3.2  0.6  0.4 
Transition obligation amortization  0.4  0.4  0.4  0.4 
Amortization of actuarial loss  -  -  0.8  1.0 
Amount attributable to Company affiliates  (0.9) (0.9) (2.6) (2.8)
Net periodic benefit (income) cost
 
$
(10.2
)
$
(8.5
)
$
6.6
 
$
6.4
 

E.      Equity Compensation Plan

The Company participates in the SCANA Corporation Long-Term Equity Compensation Plan (the Plan), under which certain employees and non-employee directors may receive incentive and nonqualified stock options and other forms of equity compensation. SCANA accounts for this equity-based compensation using the intrinsic value method under APB 25,“Accounting for Stock Issued to Employees,” and related interpretations. In addition, SCANA has adopted the disclosure provisions of SFAS 123,“Accounting for Stock-Based Compensation” and SFAS 148,“Accounting for Stock-Based Compensation-Transition and Disclosure.”

39
Options, all of which were granted prior to 2003, and all of which were fully vested as of September 30, 2005, were granted with exercise prices equal to the fair market value of SCANA’s common stock on the respective grant dates since the Plan’s inception;dates; therefore, no compensation expense has been recognized in connection with such grants. If SCANA had recognized compensation expense for the issuance of options based on the fair value method described in SFAS 123, the Company’s pro forma net income would have been unchanged from net income as follows:reported for each of the three and nine month periods ended September 30, 2005 and 2004.
 Three Months EndedSix Months Ended
 June 30,June 30,
 2005200420052004
Net income - as reported (millions)$38$55$88$107
Net income - pro forma (millions)$38$55$88$107

SCANA also grants other forms of equity basedequity-based compensation to certain employees of the Company. The value of such awards is recognized as compensation expense under APB 25. Total expense recorded for these awards was approximately $1.8$1.2 million and $3.1$4.3 million for the three and sixnine months ended JuneSeptember 30, 2005, respectively, and approximately $1.6$1.7 million and $3.1$4.7 million for the corresponding periods ended JuneSeptember 30, 2004, respectively.

F.      New Accounting Matters

SFAS 154,“Accounting Changes and Error Corrections,”was issued in June 2005. It requires retrospective application to prior periods’ financial statements of prior periods for every voluntary change in accounting principle unless itsuch retrospective application is impracticable. SFAS 154 replaces Accounting Principles Board (APB) Opinion 20,“Accounting Changes,” and SFAS 3,“Reporting Accounting Changes in Interim Financial Statements,” although it carries forward some of their provisions. The Company will adopt SFAS 154 in the first quarter of 2006, and does not expect that the initial adoption will have a material impact on the Company’s results of operations, cash flows or financial position.

Financial Accounting Standards Board Interpretation (FIN) 47, “Accounting for Conditional Asset Retirement Obligations,” was issued in March 2005 to clarify the term “conditional asset retirement” as used in SFAS 143, “Accounting for Asset Retirement Obligations.” It requires that a liability be recognized for the fair value of a conditional asset retirement obligation when incurred, if the fair value of the liability can be reasonably estimated. Uncertainty about the timing or method of settlement of a conditional asset retirement obligation would be factored into the measurement of the liability when sufficient information exists.exists, but such uncertainty would not be a basis upon which to avoid liability recognition. This interpretation is effective no later than the end of fiscal years ending after December 15, 2005. Accordingly, the Company will adopt FIN 47 in the fourth quarter of 2005. The impact FIN 47 may have on the Company’s assets and liabilities has not been determined but could be material. TheDue to the regulated nature of the business for which such conditional asset retirement obligations would be recognized, the Company does not expect that the initial adoption of FIN 47 will have a material impact on the Company’s results of operations, cash flows or financial position.

SFAS 123 (revised 2004), “Share-Based Payment,” was issued in December 2004 and will require compensation costs related to share-based payment transactions to be recognized in the financial statements. With limited exceptions, the amount of compensation cost will be measured based on the grant-date fair value of the instruments issued. Compensation cost will be recognized over the period that an employee provides service in exchange for the award. SFAS 123(R) replaces SFAS 123,“Accounting for Stock-Based Compensation”and supersedes APB 25,“Accounting for Stock Issued to Employees.” In April 2005, the Securities and Exchange Commission delayed the date for mandatory adoption of SFAS 123(R) until the first interim or annual reporting period of the first fiscal year beginning on or after June 15, 2005. Accordingly, the Company will adopt SFAS 123(R) in the first quarter of 2006.2005, although earlier adoption is allowed. The Company does not expect that the initial adoption of SFAS 123(R) will have a material impact on the Company’s results of operations, cash flows or financial position.

G.      Reclassifications

Certain amounts from prior periods have been reclassified to conform with the presentation adopted for 2005.

3540
 
2.  RATE AND OTHER REGULATORY MATTERS

Electric

In a January 2005 order, the SCPSC granted SCE&G a composite increase in retail electric rates of approximately 2.89%, designed to produce additional annual revenues of approximately $41.4 million based on a test year calculation. The SCPSC lowered SCE&G's return on common equity from 12.45% to an amount not to exceed 11.4%, with rates set at 10.7%. The new rates became effective in January 2005. As part of its order, the SCPSC approved SCE&G's recovery of construction and operating costs for SCE&G's new Jasper County Electric Generating Station, recovery of costs of mandatory environmental upgrades primarily related to Federal Clean Air Act regulations and, beginning in January 2005, the application of current and anticipated net synthetic fuel tax credits to offset the cost of constructing the back-up dam at Lake Murray. Under the accounting methodology approved by the SCPSC, current and future construction costs related to the Lake Murray Dam project arewere recorded in a special dam remediation account outside of rate base, and depreciation is being recognized against the balance in this account on an accelerated basis, subject to the availability of the synthetic fuel tax credits.

In the January 2005 order, the SCPSC also approved recovery over a five-year period of SCE&G's approximately $14 million of costs incurred in the formation of the GridSouth Regional Transmission Organization and recovery through base rates over three years of approximately $25.6 million of purchased power costs that were previously deferred. As a part of its order, the SCPSC extended through 2010 its approval of the accelerated capital recovery plan for SCE&G's Cope Generating Station. Under the plan, in the event that SCE&G would otherwise earn in excess of its maximum allowed return on common equity, SCE&G may increase depreciation of its Cope Generating Station up to $36 million annually without additional approval of the SCPSC. Any unused portion of the $36 million in any given year may be carried forward for possible use in the following year.

SCE&G's rates are established using a cost of fuel component approved by the SCPSC which may be modified periodically to reflect changes in the price of fuel purchased by SCE&G. SCE&G's cost of fuel component in effect during the period January 1, 2004 through JuneSeptember 30, 2005 was as follows:

Rate Per KWhEffective Date
$.01678January-April 2004
$.01821May-December 2004
$.01764January-April 2005
$.02256May-JuneMay-September 2005

Gas
 
      In October 2005, the SCPSC granted SCE&G an overall increase of $22.9 million, or 5.69 percent, in retail gas base rates. The new rates are based on an allowed return on common equity of 10.25 percent, and became effective with the first billing cycle in November 2005.

SCE&G's rates are established using a cost of gas component approved by the SCPSC which may be modified periodically to reflect changes in the price of natural gas purchased by SCE&G. SCE&G's cost of gas component in effect during the period January 1, 2004 through JuneSeptember 30, 2005 was as follows:

Rate Per ThermEffective Date
$.877January-October 2004
$.903November 2004-June2004-September 2005

On April 26,In October 2005 SCE&G filedthe SCPSC approved an applicationincrease in SCE&G’s cost of gas component from a rate of $.903 per therm for all customer classes to rates of $1.29729, $1.22218 and $1.19823 per therm for residential, small and medium general service and large general service classes, respectively. These new rates are effective with the SCPSC requestingfirst billing cycle in November 2005. As a 7.09 percent increasepart of this proceeding, in retailorder to moderate the effect of volatile natural gas base rates, or approximately $28 million basedprices on an adjusted test year ended December 31, 2004. A hearing on this request is expectedcustomers, the SCPSC approved a plan to be held in September 2005. If approved, it is anticipated that the new rates would go into effect indefer certain under-collections of gas costs until November 2005.2006.


3.
       DEBT AND CREDIT FACILITIES

In June 2005 $525 million in committed five-year revolving credit facilities for SCE&G and Fuel Company were amended to extend the term of the existing credit facilities by an additional year. The credit facilities now will expire on June 30, 2010.

On June 15, 2005 SCE&G retired at maturity $150 million in first mortgage bonds. These bonds bore interest at 7.50%. SCE&G used available cash, together with short-term borrowings, to effect the retirement.
 
    In March 2005 SCE&G issued $100 million in first mortgage bonds having an annual interest rate of 5.25% and maturing March 1, 2035. The proceeds from the sale of these bonds were used for the redemption on April 1, 2005 of $100 million in first mortgage bonds due April 1, 2025, which bore interest at 7.625%.

4.       RETAINED EARNINGS

SCE&G’s Restated Articles of Incorporation contain provisions that, under certain circumstances, which SCE&G considers remote, could limit the payment of cash dividends on its common stock. In addition, with respect to hydroelectric projects, the Federal Power Act requires the appropriation of a portion of certain earnings therefrom. At JuneSeptember 30, 2005, of SCE&G’s approximately $934 million$1 billion in retained earnings, approximately $50$51 million were restricted by this requirement as to payment of cash dividends on common stock.

36
5.      COMMITMENTS AND CONTINGENCIES

Reference is made to Note 10 to the consolidated financial statements appearing in SCE&G’s Annual Report on Form 10-K for the year ended December 31, 2004. Commitments and contingencies at JuneSeptember 30, 2005 include the following:

A. Nuclear Insurance

The Price-Anderson Indemnification Act (the Act) deals with public liability for a nuclear incident. Though the Act expired in 2003, existing licensees, such as the Company, are “grandfathered” under the Act until such time as it is renewed. The Act establishes the liability limit for third party claims associated with any nuclear incident at $10.5 billion. Each reactor licensee is currently liable for up to $100.6 million per reactor owned for each nuclear incident occurring at any reactor in the United States, provided that not more than $10$15 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 approximately $67.1 million per incident, but not more than $6.7$10 million per year.

SCE&G currently maintains policies (for itself and on behalf of the South Carolina Public Service Authority, the 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 $15.8 million.

To the extent that insurable claims for property damage, decontamination, repair and replacement and other costs and expenses arising from a nuclear incident at Summer Station exceed the policy limits of insurance, or to the extent such insurance becomes unavailable in the future, and to the extent that SCE&G’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 at Summer Station. 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.

42
B.  Environmental

In March 2005 the Environmental Protection Agency (EPA) issued a final rule known as the Clean Air Interstate Rule (CAIR). CAIR requires the District of Columbia and 28 states, including South Carolina, to reduce nitrogen oxidesoxide and sulfur dioxide emissions in order to attain mandated state levels. SCE&G has petitioned the United States Court of Appeals for the District of Columbia Circuit to review CAIR. Several other electric utilities have filed separate petitions. The petitioners seek a change in the method CAIR uses to allocate sulfur dioxide emission allowances to a method the petitioners believe is more equitable. The Company believes that installation of additional air quality controls will be needed to meet the CAIR requirements. Compliance plans and cost to comply with the rule will be determined once the Company completes its review. Such costs will be material and are expected to be recoverable through rates.

In March 2005 the EPA issued a final rule establishing a mercury emissions cap and trade program for coal-fired power plants that requires limits to be met in two phases, in 2010 and 2018. The Company is reviewing the final rule. Installation of additional air quality controls is likely to be required to comply with the mercury rule’s emission caps. Compliance plans and costs to comply with the rule will be determined once the Company completes its review. Such costs will be material and are expected to be recoverable through rates.

   SCE&G maintains an environmental assessment program to identify and evaluate current and former sites that could require environmental cleanup. As site assessments are initiated, estimates are made of the amount of expenditures, if any, deemed necessary to investigate and clean up 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 cleanup relate solely to regulated operations.

At SCE&G, site assessment and cleanup costs are deferred and are being recovered through rates (see Note 1). Deferred amounts, net of amounts previously recovered through rates and insurance settlements, totaled $13.6$11.9 million at JuneSeptember 30, 2005. The deferral includes the estimated costs associated with the following matters.

SCE&G owns a decommissioned MGP site in the Calhoun Park area of Charleston, South Carolina. The site is currently being remediated for contamination. SCE&G anticipates that the remaining remediation activities will be completed by the end of 2005,mid-2006, with certain monitoring and retreatment activities continuing until 2010.2011. As of JuneSeptember 30, 2005, SCE&G had spent approximately $20.9$21.0 million to remediate the Calhoun Park site and expects to spend an additional $1.0$0.8 million. In addition, the National Park Service of the Department of the Interior made an initial demand to SCE&G for payment of approximately $9 million for certain costs and damages relating to this site. Any costscost arising from these matters arethis matter is expected to be recoverable through rates under South Carolina regulatory process.rates.

SCE&G owns three other decommissioned MGP sites in South Carolina which contain residues of by-product chemicals. One of the sites has been remediated and will undergo routine monitoring until released by the South Carolina Department of Health and Environmental Control (DHEC). The other sites are currently being investigated under work plans approved by DHEC. SCE&G anticipates that major remediation activities for the three sites will be completed in 2010. As of JuneSeptember 30, 2005, SCE&G had spent approximately $4.2$4.3 million related to these three sites, and expects to spend an additional $8.3$8.2 million.

SCE&G has been named, along with 27 others, by the Environmental Protection Agency (EPA) as a potentially responsible party (PRP) at the Carolina Transformer Superfund site located in Fayetteville, NC.  The Carolina Transformer Company (CTC) conducted an electrical transformer rebuilding and repair operation at the site from 1967 to 1984.  During that time, SCE&G occasionally used CTC for the repair of existing transformers and the purchase of new transformers.  In 1984, EPA initiated a cleanup of PCB-contaminated soil and groundwater at the site.  EPA reports that it has spent $36 million to date.  SCE&G’s records indicated that only minimal quantities of used transformers were shipped to CTC, and it is not clear if any contained PCB-contaminated oil.  Although a basis for the allocation of clean-up costs among the 28 PRPs is unclear, SCE&G does not believe that its involvement at this site would result in an allocation of costs that would have a material adverse impact on its results of operations, cash flows or financial condition.

3743
C.      Claims and Litigation

On August 21, 2003, SCE&G was served as a co-defendant in a purported class action lawsuit styled as Collins v. Duke Energy Corporation, Progress Energy Services Company, and SCE&G in South Carolina's Circuit Court of Common Pleas for the Fifth Judicial Circuit. Since that time, the plaintiffs have dismissed defendants Duke Energy and Progress Energy and are proceeding against SCE&G only. The plaintiffs are seeking damages for the alleged improper use of electric transmission and distribution easements but have not asserted a dollar amount for their claims. Specifically, the plaintiffs contend that the licensing of attachments on electric utility poles, towers and other facilities to non-utility third parties or telecommunication companies for other than the electric utilities' internal use along the electric transmission and distribution line rights-of-way constitutes a trespass. SCE&G is confident of the propriety of its actions and intends to mount a vigorous defense. SCE&G further believes that the resolution of these claims will not have a material adverse impact on its results of operations, cash flows or financial condition.

On May 17, 2004, SCE&G was served with 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. The case was filed in South Carolina’s Circuit Court of Common Pleas for the Ninth Judicial Circuit.Circuit (the Court). The plaintiff alleges that 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 SCE&G’s electricity-related internal communications. The plaintiff asserted causes of action for unjust enrichment, trespass, injunction and declaratory judgment. The plaintiff did not assert a specific dollar amount for the claims. SCE&G believes its actions are consistent with governing law and the applicable documents granting easements and rights-of-way. The Court granted SCE&G’s motion to dismiss and issued an Orderorder dismissing the case on June 29, 2005. An appeal by the Plaintiff is expected.The plaintiff has appealed. SCE&G intends to mount a vigorous defense and believes that the resolution of these claims will not have a material adverse impact on its results of operations, cash flows or financial condition.

A complaint was filed on October 22, 2003 against SCE&G by the State of South Carolina alleging that SCE&G violated the Unfair Trade Practices Act by charging municipal franchise fees to some customers residing outside a municipality’s limits. The complaint alleged that SCE&G failed to obey, observe or comply with the lawful order of the SCPSC by charging franchise fees to those not residing within a municipality. The complaint sought restitution to all affected customers and penalties up to $5,000 for each separate violation. The State of South Carolina v. SCE&G claim has been settled by an agreement between the parties, and the settlement has been approved by the court. The allegations were also the subject of a purported class action lawsuit filed in December 2003, against Duke Energy Corporation, Progress Energy Services Company and SCE&G (styled as Edwards v. SCE&G), but that case has been dismissed by the Plaintiff.plaintiff. In addition, SCE&G filed a petition with the SCPSC on October 23, 2003 pursuant to S. C. Code Ann. R.103-836. The petition requests that the SCPSC exercise its jurisdiction to investigate the operation of the municipal franchise fee collection requirements applicable to SCE&G’s electric and gas service, to approve SCE&G’s efforts to correct any past franchise fee billing errors, to adopt improvements in the system which will reduce such errors in the future, and to adopt any regulation that the SCPSC deems just and proper to regulate the franchise fee collection process. A hearing on this petition has not been scheduled. The Company believes that the resolution of these matters will not have a material adverse impact on its 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 material loss to the Company.



6.
       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 and Gas Distribution segments. Intersegment revenues were not significant. All Other includes equity method investments.
  
2005
 
2004
 
    
Operating
 
Net
     
Operating
 
Net
   
  
External
 
Income
 
Income
 
Segment
 
External
 
Income
 
Income
 
Segment
 
Millions of Dollars
 
Revenue
 
(Loss)
 
(Loss)
 
Assets
 
Revenue
 
(Loss)
 
(Loss)
 
Assets
 
Three Months Ended September 30,
                         
Electric Operations $616 $186  n/a    $493 $168  n/a    
Gas Distribution  80  (7) n/a     62  (4) n/a    
All Other  -  - $(3)    -  -  -    
Adjustments/Eliminations  -  (1) 107     -  (2)$83    
Consolidated Total
 
$
696
 
$
178
 
$
104
    
$
555
 
$
162
 
$
83
    
 
2005
 
2004
 
   
Operating
 
Net
     
Operating
 
Net
   
 
External
 
Income
 
Income
 
Segment
 
External
 
Income
 
Income
 
Segment
 
Millions of Dollars
 
Revenue
 
(Loss)
 
(Loss)
 
Assets
 
Revenue
 
(Loss)
 
(Loss)
 
Assets
 
Three Months Ended June 30,
                 
Nine Months Ended September 30,
                  
Electric Operations $438 $83 n/a   $435 $120 n/a    $1,471 $194 n/a $5,315 $1,310 $385 n/a $5,256 
Gas Distribution  85 (5) n/a   68 (6) n/a     321 5 n/a 388 275 6 n/a 340 
All Other  - - (5)   - - -     - - $(72) 3 - - $(1) 3 
Adjustments/Eliminations  -  -  43     -  - $55      -  (2) 264  1,350  -  (2) 190  1,198 
Consolidated Total
 
$
523
 
$
78
 
$
38
   
$
503
 
$
114
 
$
55
    
$
1,792
 
$
197
 
$
192
 
$
7,056
 
$
1,585
 
$
389
 
$
189
 
$
6,797
 
                  
Six Months Ended June 30,
                  
Electric Operations $854 $8  n/a $5,287 $817 $217  n/a $5,169 
Gas Distribution  242  12  n/a  381  213  10  n/a  328 
All Other  -  -  (69) 3  -  - $(1) 3 
Adjustments/Eliminations  -  (1) 157  1,301  -  -  108  1,214 
Consolidated Total
 
$
1,096
 
$
19
 
$
88
 
$
6,972
 
$
1,030
 
$
227
 
$
107
 
$
6,714
 


38
45

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations


SOUTH CAROLINA ELECTRIC & GAS COMPANY
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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 for the year ended December 31, 2004.

Statements included in this discussion and analysis (or elsewhere in this quarterly report) 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. 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) that the information is of a preliminary nature and may be subject to further and/or continuing review and adjustment, (2) regulatory actions or changes in the utility regulatory environment, (3) current and future litigation, (4) changes in the economy, especially in SCE&G’s service territory, (5) the impact of competition from other energy suppliers, including competition from alternate fuels in industrial interruptible markets, (6) growth opportunities, (7) the results of financing efforts, (8) changes in the Company’s accounting policies, (9) weather conditions, especially in areas served by SCE&G, (10) performance of SCANA Corporation’s (SCANA) pension plan assets and the impact on SCE&G’s results of operations, (11) inflation, (12) changes in environmental regulations and (13) the other risks and uncertainties described from time to time in SCE&G’s periodic reports filed with the United States Securities and Exchange Commission. The Company disclaims any obligation to update any forward-looking statements.

Electric Operations

 The Energy Policy Act of 2005 (the “energy bill”) passed both houses of Congress in July 2005 and is expected to be signed by the Presidentbecame law in August 2005.  Some keyKey provisions of the energy bill include the establishment of an electric reliability organization to enforce reliability standards for transmission systems, the restriction of standard market design (SMD) rulemaking by the Federal Energy Regulatory Commission (FERC) and the provision for continued reservation of electric transmission capacity needed to serve native load customers.  Also, theThe energy bill also repeals the Public Utility Holding Company Act of 1935, and provides for greater regulatory oversight by other federal and state authorities.  The energy bill requires FERC to put in place rules and regulations to fully implement applicable provisions of the energy bill. The Company is reviewing the energy bill and related rules proposed by FERC to determine the impact it willthey may have on the Company’s operations. In a separate development, in July 2005 FERC terminated its proposed rule for SMD.  The Company cannot predict when or if FERC will advance other regulatory initiatives related to the national energy market or what conditions such initiatives would impose on utilities.

Gas Distribution

On April 26,In October 2005, SCE&G filed an application with the Public Service Commission of South Carolina (SCPSC) requesting a 7.09granted South Carolina Electric & Gas Company (SCE&G) an overall increase of $22.9 million, or 5.69 percent, increase in retail natural gas base rates. The new rates or approximately $28 millionare based on an adjusted test year ended December 31, 2004. A hearingallowed return on this request is expected to be held in September 2005. If approved, it is anticipated thatcommon equity of 10.25 percent, and became effective with the new rates would go into effectfirst billing cycle in November 2005.

In February 2005, the Natural Gas Stabilization Act of 2005 (Stabilization Act) became law in South Carolina. The Stabilization Act allows natural gas distribution companies to request annual adjustments to rates to reflect changes in revenues and expenses and changes in investment. Such annual adjustments are subject to certain qualifying criteria and review by the SCPSC.



RESULTS OF OPERATIONS
FOR THE THREE AND SIXNINE MONTHS ENDED JUNESEPTEMBER 30, 2005
AS COMPARED TO THE CORRESPONDING PERIODS IN 2004

Net Income

Net income was as follows:

Second QuarterYear to Date Third Quarter Year to Date 
Millions of dollars2005200420052004 2005 2004 2005 2004 
          
Net income$39.9$56.9$92.0$110.7 $105.9 $84.4 $197.9 $195.0 

39
SecondThird Quarter

Net income decreasedincreased by approximately $3.8$28.0 million due to higher depreciation and operating expenses related to the Jasper County Electric Generating Station, $19.8 million due to milder weather, $1.4increases in electric margins. This increase was partially offset by approximately $0.7 million due to increased interest expense, $2.2$0.9 million due to new depreciation rates and $1.5$4.1 million due to other operating expenses. These decreases were partially offset by approximately $9.7 million from increased retail electric rates that went into effect inIn addition, as a result of the January 2005 off-system salesrate order, SCE&G received approval to amortize previously deferred purchased power costs resulting in $1.3 million of $2.6 million and increased growth and consumption of $2.0 million.additional depreciation expense in the period. Accelerated depreciation on the Lake Murray back-up dam and recognition of synthetic fuel tax credits and related items had no effect on net income, as discussed below.

Year to Date

Net income decreasedincreased by approximately $11.0$29.7 million due to increases in electric margins and $1.9 million due to increases in gas margins. These increases were partially offset by approximately $5.6 million due to higher depreciation and operating expenses related to the Jasper County Electric Generating Station, $25.2 million due to milder weather, $2.8$3.0 million due to increased interest expense, $4.4$2.6 million due to new depreciation ratesof normal property additions and $4.6$9.4 million due to other operating expenses. These decreases were partially offset by approximately $19.3 million from increased retail electric rates that went into effect inIn addition, as a result of the January 2005 off-system salesrate order, SCE&G received approval to amortize previously deferred purchased power costs and to implement new depreciation rates, resulting in $7.9 million of $2.6 million and increased growth and consumption of $7.4 million.additional depreciation expense in the period. Accelerated depreciation on the Lake Murray back-up dam and recognition of synthetic fuel tax credits and related items had no effect on net income, as discussed below.

Recognition of Synthetic Fuel Tax Credits

SCE&G holds equity-method investments in two partnerships involved in converting coal to synthetic fuel, the use of which fuel qualifies for federal income tax credits. These synthetic fuel production facilities were placed in operation in 2000 and 2001. Under an accounting plan approved by the SCPSC in June 2000, the synthetic fuel tax credits generated by the partnerships and passed through to SCE&G, net of partnership losses and other expenses, were to be deferred until the SCPSC approved their application to offset capital costs of projects required to comply with legislative or regulatory actions.

In a January 2005 order, the SCPSC approved SCE&G’s request to apply these synthetic fuel tax credits to offset the construction costs of the Lake Murray Dam project. Under the accounting methodology approved by the SCPSC, construction costs related to the project arewere recorded in utility plant in service in a special dam remediation account outside of rate base, and depreciation is recognized against the balance in this account on an accelerated basis, subject to the availability of the synthetic fuel tax credits.

47
The level of depreciation expense and related tax benefit recognized in the income statement will be equal to the available synthetic fuel tax credits, less partnership losses and other expenses, net of taxes. As a result, the balance of unrecovered costs in the dam remediation account is declining as accelerated depreciation is recorded. Although these entries collectively have no impact on consolidated net income, they can have a significant impact on individual line items within the income statement. In addition, SCE&G is allowed to record non-cash carrying costs on the unrecovered investment, which is described further atAllowance For Funds Used During Construction.Other Income. See also Other Matters - Synthetic Fuel. The accelerated depreciation, synthetic fuel tax credits, partnership losses and the income tax benefit arising from such losses recognized by SCE&G during 2005 are as follows:

Factors Increasing (Decreasing)
Net Income (millions)
 
Recognized
2nd Quarter 2005
 
 
Year to Date
2005
  
Recognized
3rd Quarter
2005
 
 
Year to Date
2005
 
          
Recognized in Statement of Income:       
Depreciation and amortization expense $(13.9)$(183.6) $(17.2)$(200.8)
              
Income tax benefits:              
From synthetic fuel tax credits  11.2  155.2   12.9  168.1 
From accelerated depreciation  5.3  70.2   6.6  76.8 
From partnership losses  1.6  25.9   1.3  27.2 
Total income tax benefits  18.1  251.3   20.8  272.1 
              
Losses from Equity Method Investments  (4.2) (67.7)  (3.6) (71.3)
              
Impact on Net Income  -  -   -  - 
40

Pension Income

Pension income was recorded on the Company’s financial statements as follows:

  Second Quarter Year to Date 
Millions of dollars 2005 2004 2005 2004 
          
Income Statement Impact:             
Reduction in employee benefit costs $1.5 $1.1 $3.0 $2.4 
Other income  3.1  2.6  6.1  5.1 
Balance Sheet Impact:             
Reduction in capital expenditures  0.4  0.3  0.8  0.7 
Component of amount due to Summer Station co-owner  0.1  0.1  0.3  0.3 
Total Pension Income $5.1 $4.1 $10.2 $8.5 
 
  Third Quarter Year to Date 
Millions of dollars 2005 2004 2005 2004 
          
Income Statement Impact:         
Reduction in employee benefit costs $1.2 $0.8 $4.2 $3.1 
Other income  3.0  3.2  9.1  8.3 
Balance Sheet Impact:             
Reduction in capital expenditures  0.3  0.2  1.2  0.9 
Component of amount due to Summer Station co-owner  0.1  0.1  0.4  0.3 
Total Pension Income $4.6 $4.3 $14.9 $12.6 

For the last several years, the market value of SCANA’s retirement plan (pension) assets has exceeded the total actuarial present value of accumulated plan benefits. The Company’s portion of SCANA’s pension income for the secondthird quarter and year to date 2005 increased compared to the corresponding periods in 2004, primarily as a result of positive investment returns.

Allowance for Funds Used During Construction (AFC)Other Income

Included in other income is an 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 for the three months ended JuneSeptember 30, 2005 decreased slightlycompared to the same period of 2004, primarily due to completion of the back-up dam at Lake Murray. AFC for the nine months ended September 30, 2005 decreased primarily due to completion of the Jasper County Electric Generating Station in May 2004. Included2004 and the discontinuation of AFC on the back-up dam at Lake Murray effective December 31, 2004, as authorized by the January 2005 SCPSC rate order.
48
Also included in the equity portion of AFCother income for the three and sixnine months ended JuneSeptember 30, 2005 is a recovery of carrying costs through synthetic fuel tax credits of approximately $2.8 million and $5.6$8.4 million, respectively, which was accrued as a resultrecorded under provisions of the January 2005 SCPSC rate order related to construction costs for the back-up dam at Lake Murray.order.

Dividends Declared

SCE&G’s Board of Directors has declared the following dividends on common stock held by SCANA during 2005:

Declaration DateAmountQuarter EndedPayment Date
    
February 17, 2005$38.0 millionMarch 31, 2005April 1, 2005
May 5, 2005$38.0 millionJune 30, 2005July 1, 2005
July 27, 2005$38.0 millionSeptember 30, 2005October 1, 2005
November 2, 2005$38.0 millionDecember 31, 2005January 1, 2006

Electric Operations

Electric Operations is comprised of the electric operations of SCE&G, South Carolina Generating Company, Inc. and South Carolina Fuel Company, Inc. Electric operations sales margins (including transactions with affiliates) were as follows:

 Second Quarter Year to Date  Third Quarter Year to Date 
Millions of dollars 2005 % Change 2004 2005 % Change 2004  2005 % Change 2004 2005 % Change 2004 
                          
Operating revenues $438.2 0.6%$435.4 $854.5 4.6%$816.6  $617.0 25.2%$493.0 $1,471.0 12.3%$1,309.5 
Less: Fuel used in generation  137.2 14.2% 120.1 265.0 23.0% 215.5   217.1 56.0% 139.2 482.1 35.9% 354.7 
Purchased power  11.0  (44.4)% 19.8  17.6  (45.8)% 32.5   11.5  7.5% 10.7  29.1  (32.6)% 43.2 
Margin $290.0  (1.9)%$295.5 $571.9  0.6%$568.6  $388.4  13.2%$343.1 $959.8  5.3%$911.6 

SecondThird Quarter

Margin decreased primarilyincreased by $16.8 million due to unfavorablefavorable weather, which had an impact of $19.8 million. This decrease was offset by $9.7$12.9 million due to increased retail electric rates that went into effect in January 2005, by $2.6$7.8 million relateddue to increased off-system sales and by customer growth, and by $7.3 million in increased consumption of $2.0 million.off-system sales.

Year to Date

Margin increased primarilyby $32.2 million due to increased retail electric rates that went into effect in January 2005, which had an impact of $19.3by $9.2 million by $2.6 million relateddue to increased off-system sales and by $18.8 million due to customer growth and increased consumption of $7.4 million.growth. These factorsincreases were partially offset by $25.2$12.0 million due to unfavorable weather.

41
Gas Distribution

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

 Second Quarter Year to Date  Third Quarter Year to Date 
Millions of dollars 2005 % Change 2004 2005 % Change 2004  2005 % Change 2004 2005 % Change 2004 
                          
Operating revenues $84.8 24.9%$67.9 $241.7 13.2%$213.5  $80.0 30.1%$61.5 $321.3 16.8%$275.1 
Less: Gas purchased for resale  71.0  28.4% 55.3  191.7  15.4% 166.1   68.0  34.7% 50.5  259.6  19.9% 216.6 
Margin $13.8  9.5%$12.6 $50.0  5.5%$47.4  $12.0  9.1%$11.0 $61.7  5.5%$58.5 


49
Second
    Third Quarter and Year to Date

Margin increased primarily due to customer growth.

Other Operating Expenses

Other operating expenses were as follows:

 Second Quarter Year to Date  Third Quarter Year to Date 
Millions of dollars 2005 % Change 2004 2005 % Change 2004  2005 % Change 2004 2005 % Change 2004 
                          
Other operation and maintenance $112.5 8.7%$103.5 $221.9 4.6%$212.2  $111.4 8.3%$102.9 $332.3 5.5%$315.1 
Depreciation and amortization  77.7 * 55.5 311.2 * 107.4   77.8 36.0% 57.2 389.0 * 164.6 
Other taxes  36.0  3.7% 34.7  70.9  1.7% 69.7   32.0  (0.6)% 32.2  102.9  1.0% 101.9 
Total $226.2  * $193.7 $604.0  * $389.3  $221.2  15.0%$192.3 $824.2  41.7%$581.6 
*Not meaningfulGreater than 100%

SecondThird Quarter

Other operation and maintenance expenses increased primarily due to increased nuclearelectric generation and fossil maintenancegas distribution expenses of $6.8$4.3 million, increased customer billing expense of $1.0 million, higher expenses related to regulatory matters of $1.3 million and increased amortization of regulatory assets of $0.8 million. Depreciation and amortization increased approximately $13.9$17.2 million due to accelerated depreciation of the back-up dam at Lake Murray (previously explained atRecognition of Synthetic Fuel Tax Credits) and increased $1.4 million due to normal net property additions. In addition, as a result of the January 2005 rate order, SCE&G received approval to amortize previously deferred purchased power costs and to implement new depreciation rates, resulting in $4.1 million of additional depreciation and amortization expense in the period.

Year to Date

Other operation and maintenance expenses increased primarily due to increased major maintenance expenses of $7.6 million, increased expenses associated with the Jasper County Electric Generating Station completed in May 2004 totaling $2.5 million, increased nuclear operating and maintenance expenses of $3.4. million, higher expenses related to regulatory matters of $2.3 million and higher amortization of regulatory assets of $2.7 million. Depreciation and amortization increased approximately $200.8 million due to accelerated depreciation of the back-up dam at Lake Murray (previously explained atRecognition of Synthetic Fuel Tax Credits) and increased $6.6 million due to the completion of the Jasper County Electric Generating Station in May 2004 and $1.4$4.3 million due to normal net property changes. In addition, as a result of the January 2005 rate order, SCE&G received approval to amortize previously deferred purchased power costs and to implement new depreciation rates, resulting in $4.4$12.8 million of additional depreciation expense in the period.

Year to Date

Other operation and maintenance expenses increased primarily due to increased nuclear and fossil maintenance expenses of $11.4 million, partially offset by decreases in storm expenses of $1.9 million and $1.9 million of employee benefit expenses. Depreciation and amortization increased approximately $183.6 million due to accelerated depreciation of the back-up dam at Lake Murray (previously explained atRecognition of Synthetic Fuel Tax Credits) and increased $8.7 million due to the completion of the Jasper County Electric Generating Station in May 2004 and $2.9 million due to normal net property changes. In addition, as a result of the January 2005 rate order, SCE&G received approval to amortize previously deferred purchased power costs and to implement new depreciation rates, resulting in $8.7 million of additional depreciation expense in the period.

Interest Expense

Interest expense for the three and sixnine months ended JuneSeptember 30, 2005 increased primarily due to reduced AFC of $4.6$0.8 million which was partially offset by lower interest rates and reduced long-term debt.$5.4 million, respectively.

Income Taxes

Income tax expense for the three and sixnine months ended JuneSeptember 30, 2005 decreased primarily due to the application of synthetic fuel tax credits, as previously discussed atRecognition of Synthetic Fuel Tax Credits.


50

LIQUIDITY AND CAPITAL RESOURCES

The Company anticipates that its contractual cash obligations will be met through internally generated funds and the incurrence of additional short-term and long-term indebtedness. The Company expects that it has or can obtain adequate sources of financing to meet its projected cash requirements for the foreseeable future. The Company’s ratio of earnings to fixed charges for the 12 months ended JuneSeptember 30, 2005 was 2.94.1.95.

42

The Company’s cash requirements arise primarily from its operational needs, funding its construction programs and payment of dividends to SCANA. The ability of the Company to replace existing plant investment, as well as to expand to meet future demand for electricity and gas, 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, if requested.

In a January 2005 order the SCPSC granted SCE&G a composite increase in retail electric rates of approximately 2.89%, designed to produce additional annual revenues of approximately $41.4 million based on a test year calculation. The SCPSC lowered SCE&G's return on common equity from 12.45% to an amount not to exceed 11.4%, with rates to be set at 10.7%. The new rates became effective in January 2005. As part of its order, the SCPSC approved SCE&G's recovery of construction and operating costs for SCE&G's new Jasper County Electric Generating Station, recovery of costs of mandatory environmental upgrades primarily related to Federal Clean Air Act regulations and the application of current and anticipated net synthetic fuel tax credits to offset the cost of constructing the back-up dam at Lake Murray (as previously discussed inRecognition of Synthetic Fuel Tax Credits). The SCPSC also approved recovery over a five-year period of SCE&G's approximately $14 million of costs incurred in the formation of the GridSouth Regional Transmission Organization and recovery through base rates over three years of approximately $25.6 million of purchased power costs that were previously deferred. As a part of its order, the SCPSC extended through 2010 its approval of the accelerated capital recovery plan for SCE&G's Cope Generating Station. Under the plan, in the event that SCE&G would otherwise earn in excess of its maximum allowed return on common equity, SCE&G may increase depreciation of its Cope Generating Station up to $36 million annually without additional approval of the SCPSC. Any unused portion of the $36 million in any given year may be carried forward for possible use in the following year.

In October 2005, the SCPSC granted SCE&G an overall increase of $22.9 million, or 5.69 percent, in retail gas base rates. The new rates are based on an allowed return on common equity of 10.25 percent, and became effective with the first billing cycle in November 2005.

In October 2005 the SCPSC approved an increase in the SCE&G’s cost of gas component from a rate of $.903 per therm for all customer classes to rates of $1.29729, $1.22218 and $1.19823 per therm for residential, small and medium general service and large general services classes, respectively. These new rates are effective with the first billing cycle in November 2005. As a part of this proceeding, in order to moderate the effect of volatile natural gas prices on customers, the SCPSC approved a plan to defer certain under-collections of gas costs until November 2006.

51


The following table summarizes how SCE&G generated and used funds for property additions and construction expenditures during the sixnine months ended JuneSeptember 30, 2005 and 2004:
 
 Six Months Ended  Nine Months Ended 
 June 30,  September 30, 
Millions of dollars 2005 2004  2005 2004 
          
Net cash provided from operating activities $73 $165  $239 $332 
Net cash provided from financing activities  115  37 
Net cash provided from (used for) financing activities  15  (90)
Cash provided from sale of assets  1  1   1  2 
Cash and cash equivalents available at the beginning of the period  20  56   20  56 
              
Funds used for utility property additions and construction expenditures $(183)$(232) $(247)$(269)
Funds used for nonutility property additions  -  (5)
Funds used for investments  (9) (8)  (14) (14)

The Company's issuance of various securities, including long-term and short-term debt, is subject to customary approval or authorization by state and federal regulatory bodies including state public service commissions and the Securities and Exchange Commission.

CAPITAL TRANSACTIONS

In June 2005 $525 million in committed five-year revolving five-year credit facilities for SCE&G and Fuel Company were amended to extend the term of the existing credit facilities by an additional year. The credit facilities now will expire on June 30, 2010. None of these credit facilities require the borrower to make a representation as to “no material adverse change” related to financial condition or material litigation at the time of a borrowing, and none of the facilities contains covenants based on credit ratings under which lenders could refuse to advance funds.

On June 15, 2005 SCE&G retired at maturity $150 million in first mortgage bonds. These bonds bore interest at 7.50%. SCE&G used available cash, together with short-term borrowings, to effect the retirement.

In March 2005 SCE&G issued $100 million in first mortgage bonds having an annual interest rate of 5.25% and maturing March 1, 2035. The proceeds from the sale of these bonds were used for the redemption on April 1, 2005 of $100 million in first mortgage bonds due April 1, 2025 which bore interest at 7.625%.

CAPITAL PROJECTS

In May 2005 SCE&G substantially completed construction of a back-up dam at Lake Murray in order to comply with new federal safety standards mandated by FERC. Construction of the project and related activities are estimated to cost approximately $275 million, excluding AFC.

43
ENVIRONMENTAL MATTERS

In March 2005 the Environmental Protection Agency (EPA) issued a final rule known as the Clean Air Interstate Rule (CAIR). CAIR requires the District of Columbia and 28 states, including South Carolina, to reduce nitrogen oxidesoxide and sulfur dioxide emissions in order to attain mandated state levels. SCE&G has petitioned the United States Court of Appeals for the District of Columbia Circuit to review CAIR. Several other electric utilities have filed separate petitions. The petitioners seek a change in the method CAIR uses to allocate sulfur dioxide emission allowances to a method the petitioners believe is more equitable. The Company believes that installation of additional air quality controls will be needed to meet the CAIR requirements. Compliance plans and cost to comply with the rule will be determined once the Company completes its review. Such costs will be material and are expected to be recoverable through rates.

52


In March 2005 the EPA issued a final rule establishing a mercury emissions cap and trade program for coal-fired power plants that requires limits to be met in two phases, in 2010 and 2018. The Company is reviewing the final rule. Installation of additional air quality controls is likely to be required to comply with the mercury rule’s emission caps. Compliance plans and costs to comply with the rule will be determined once the Company completes its review. Such costs will be material and are expected to be recoverable through rates.

For other information on environmental matters, see Note 5B to condensed consolidated financial statements.

OTHER MATTERS

Synthetic Fuel

SCE&G holds equity-method investments in two partnerships involved in converting coal to synthetic fuel, the use of which fuel qualifies for federal income tax credits. These synthetic fuel production facilities were placed in operation in 2000 and 2001. Under an accounting plan approved by the SCPSC in June 2000, the synthetic fuel tax credits generated by the partnerships and passed through to SCE&G, net of partnership losses and other expenses, were to be deferred until the SCPSC approved their application to offset capital costs of projects required to comply with legislative or regulatory actions.

The aggregate investment in these partnerships as of JuneSeptember 30, 2005 is approximately $2.8$3.5 million, and through JuneSeptember 30, 2005, they have generated and passed through to SCE&G approximately $155.2$168.0 million in such tax credits. As previously described at Net Income, in a January 2005 order, the SCPSC approved SCE&G’s request to apply these synthetic fuel tax credits to offset the construction costs of the Lake Murray Dam project. Under the accounting methodology approved by the SCPSC, construction costs related to the project arewere recorded in utility plant in service in a special dam remediation account outside of rate base, and depreciation is recognized against the balance in this account on an accelerated basis, subject to the availability of the synthetic fuel tax credits.

The level of depreciation expense and related income tax benefit recognized in the income statement is equal to the available synthetic fuel tax credits, less partnership losses and other expenses, net of taxes. As a result, the balance of unrecovered costs in the dam remediation account is declining as accelerated depreciation is recorded. Although these entries collectively have no impact on consolidated net income, they can have a significant impact on individual line items within the income statement.

Depreciation on the Lake Murray Dam remediation account will be matched to available synthetic fuel tax credits on a quarterly basis until the balance in the dam remediation account is zero or until all of the available synfuelsynthetic fuel tax credits have been utilized. The synthetic fuel tax credit program expires at the end of 2007.

The ability to utilize the synthetic fuel tax credits is dependent on several factors, one of which is the average annual domestic wellhead price per barrel of crude oil as published by the U.S. Government. Under a phase-out provision included in the program, if the domestic wellhead reference price of oil per barrel for a given year is below an inflation-adjusted benchmark range for thethat year, all of the synthetic fuel tax credits that have been generated in that year arewould be available for use. If that price is above the benchmark range, none of the tax credits would be available. If that price falls within the benchmark range, a certain percentage of the credits would be available.

The lower end of the inflation-adjusted benchmark range for 2004 was aboutapproximately $51 per barrel, while the upper end of that range was aboutapproximately $64. Since the reference price of oil for 2004 was less than $37, all of the synthetic fuel tax credits the Company had recorded and deferred through 2004 were available for use. While the benchmark price range for 2005 has been estimated at between $52 and $65 per barrel, the 2005 reference price will not be known until April 2006. During 2005 and subject to continuing review of the estimated benchmark range and reference price of oil for 2005, the Company intends to continue to record synthetic fuel tax credits as they are generated and to apply those credits quarterly to allow the recording of accelerated depreciation related to the balance in the dam remediation project account. The Company cannot predict what impact, if any, the price of oil may have on the Company’s ability to earn and utilize synthetic fuel tax credits in the future. However, the disruptions in the oil and gas markets in the third quarter of 2005 raise significant uncertainty as to the continued availability of the credits, particularly in 2006 and 2007.

53


In order to continue to earn these tax credits in future years, SCANA also must be subject to a regular federal income tax liability in 2005 in an amount at least equal to the credits generated in any tax year.2005. This tax liability could be insufficient if SCANA’sthe Company’s consolidated taxable income were to be significantly reduced as the result of realizing lower income or large deductionsdeductions. Under provisions of the recently enacted energy bill, any credits generated in any2006 and 2007 in excess of the Company’s tax year.liability for such years would be subject to carry back or carry forward provisions. The availability of these synthetic fuel tax credits is also subject to coal availability and other operational risks related to the generating plants.

In March 2004, one of the partnerships, S. C. Coaltech No. 1 L.P. received a “No Change” letter from the Internal Revenue Service (IRS) related to its synthetic fuel operations for the tax year 2000. After review of testing procedures and supporting documentation and conducting an independent investigation, the IRS found that the partnership produces a qualifying fuel under section 29 of the Internal Revenue Code (IRC) and found no reason to challenge the first placed-in-service status of the facility. This letter supports the Company’s position that the synthetic fuel tax credits have been properly claimed.

As noted above, the disruptions in the oil and gas markets in the third quarter of 2005 raise significant uncertainty as to the continued availability of the credits, particularly in 2006 and 2007. If it is determined that available credits are not sufficient to fully recover the construction costs of the dam remediation, regulatory action to allow recovery of those remaining costs may be sought. As of September 30, 2005, remaining unrecovered costs, based on management’s recording of accelerated deprecation and related tax benefits on its reasonable assumption that 2005’s credits will not be subjected to the phase-out provisions, were $98.3 million.
44
Item 3. Quantitative and Qualitative Disclosures About Market RiskQUANTITATIVE AND QUALITATIVEDISCLOSURES ABOUT MARKET RISK

All financial instruments held by the Company described below are held for purposes other than trading.

Interest rate risk - The table below provides information about long-term debt issued by the Company which is sensitive to changes in interest rates. For debt obligations the table presents principal cash flows and related weighted average interest rates by expected maturity dates. Fair values for debt represent quoted market prices.

As of June 30, 2005     
As of September 30, 2005As of September 30, 2005     
Millions of dollarsMillions of dollars Expected Maturity Date  Millions of dollars Expected Maturity Date  
    There- Fair    There- Fair
Liabilities20052006200720082009afterTotalValue20052006200720082009afterTotalValue
              
Long-Term Debt:              
Fixed Rate ($)3.7169.939.239.2139.21,718.22,109.42,285.73.7169.939.239.2139.11,718.22,109.32,285.7
Average Interest Rate (%)7.788.516.866.866.335.886.16n/a7.788.516.866.866.335.886.16n/a
 
While a decrease in interest rates would increase the fair value of debt, it is unlikely that events which would result in a significant realized loss will occur.
Item 4. Controls and Procedures

As of June 30, 2005 an evaluation was performed under the supervision and with the participation of the Company’s management, including the Chief Executive Officer (CEO) and Chief Financial Officer (CFO), of the effectiveness of the design and operation of the Company’s disclosure controls and procedures. Based on that evaluation, the Company’s management, including the CEO and CFO, concluded that as of June 30, 2005 the Company’s disclosure controls and procedures were effective. There has been no change in the Company’s internal control over financial reporting during the quarter ended June 30, 2005 that has materially affected or is reasonably likely to materially affect the Company’s internal control over financial reporting.


4554





















PUBLIC SERVICE COMPANYCOMPANY OF NORTH CAROLINA, INCORPORATED
FINANCIAL SECTION
























Public Service Company of North Carolina, Incorporated meets the conditions set forth in General Instruction H(1)(a) and (b) of Form 10-Q and therefore is filing this form with the reduced disclosure format allowed under General Instruction H(2).

4655




Item 1.Financial Statements.

PUBLIC SERVICE COMPANY OF NORTH CAROLINA, INCORPORATED
CONDENSED CONSOLIDATEDBALANCE SHEETS
(Unaudited)
 

  June 30, December 31, 
Millions of dollars 2005 2004 
 
Assets
     
Gas Utility Plant $971 $947 
Accumulated depreciation  (274) (262)
Acquisition adjustment  210  210 
   Gas Utility Plant, Net  
907
  
895
 
 
Nonutility Property and Investments, Net
  
27
  
27
 
 
Current Assets:
       
Cash and cash equivalents  28  1 
Restricted cash and temporary investments  -  8 
Receivables, net of allowance for uncollectible accounts of $3 and $2  44  128 
Receivables-affiliated companies  3  7 
Inventories (at average cost):       
Stored gas  55  70 
Materials and supplies  5  5 
Prepayments  1  2 
Deferred income taxes, net  4  4 
Other  -  1 
 
Total Current Assets
  
140
  
226
 
 
Deferred Debits:
       
Due from affiliate-pension asset  11  12 
Regulatory assets  15  27 
Other  5  4 
 
Total Deferred Debits
  
31
  43 
 
Total
 
$
1,105
 
$
1,191
 
  September 30, December 31, 
Millions of dollars 2005 2004 
 
Assets
     
Gas Utility Plant $988 $947 
Accumulated depreciation  (280) (262)
Acquisition adjustment  210  210 
  Gas Utility Plant, Net  
918
  
895
 
 
Nonutility Property and Investments, Net
  
27
  
27
 
 
Current Assets:
       
   Cash and cash equivalents  2  2 
   Restricted cash and temporary investments  1  8 
   Receivables, net of allowance for uncollectible accounts of $1 and $2  37  128 
   Receivables-affiliated companies  3  7 
   Inventories (at average cost):       
      Stored gas  88  70 
      Materials and supplies  6  5 
   Prepayments  8  2 
   Derivative financial instruments  11  - 
   Deferred income taxes, net  2  4 
   Other  -  1 
      Total Current Assets  
158
  
227
 
 
Deferred Debits:
       
   Due from affiliate-pension asset  11  12 
   Regulatory assets  18  26 
   Other  3  4 
      Total Deferred Debits  
32
  42 
  Total 
$
1,135
 
$
1,191
 


4756




 June 30, December 31,  September 30, December 31, 
Millions of dollars 2005 2004  2005 2004 
          
Capitalization and Liabilities
            
Capitalization:            
Common equity $531 $513  $522 $513 
Long-term debt, net  270  274   270  274 
Total Capitalization
  
801
  
787
   
792
  
787
 
Current Liabilities:
              
Short-term borrowings  -  58   17  58 
Current portion of long-term debt  3  3   3  3 
Accounts payable  27  66   39  66 
Accounts payable-affiliated companies  7  8   3  8 
Customer deposits  8  8 
Customer deposits and customer prepayments  14  14 
Taxes accrued  2  4   5  4 
Interest accrued  6  6   4  6 
Distributions/dividends declared  4  4   4  4 
Other  6  17   4  11 
Total Current Liabilities  63  
174
   93  
174
 
Deferred Credits:
              
Deferred income taxes, net  105  105   107  105 
Deferred investment tax credits  1  1   1  1 
Due to affiliate-postretirement benefits  19  19   19  19 
Other regulatory liabilities  15  10   21  10 
Asset retirement obligations  88  84   89  84 
Other  13  11   13  11 
Total Deferred Credits  241  230   250  230 
Commitments and Contingencies (Note 5)
  -  -   -  - 
Total $1,105 $1,191  $1,135 $1,191 
 
See Notes to Condensed Consolidated Financial Statements.


4857

PUBLIC SERVICE COMPANY OF NORTH CAROLINA, INCORPORATED
CONDENSED CONSOLIDATEDSTATEMENTS OF OPERATIONS
(Unaudited)

  Three Months Ended Nine Months Ended 
  September 30 September 30, 
Millions of dollars 2005 2004 2005 2004 
Operating Revenues $60 $53 $390 $348 
Cost of Gas  35  30  261  226 
Gross Margin  25  23  129  122 
              
Operating Expenses:             
   Operation and maintenance  18  18  58  58 
   Depreciation and amortization  9  9  26  26 
   Other taxes  2  2  6  6 
   Total Operating Expenses  29  29  90  90 
              
Operating Income (Loss)  (4) (6) 39  32 
              
Other Income, Including Allowance for Equity Funds
   Used During Construction
  1  -  3  1 
Interest Charges, Net of Allowance for Borrowed Funds
   Used During Construction
  (5) (5) (15) (15)
              
Income (Loss) Before Income Tax Expense (Benefit) and             
  Earnings from Equity Method Investments  (8) (11) 27  18 
Income Tax Expense (Benefit)  (1) (4) 13  8 
              
Income (Loss) Before Earnings from Equity Method Investments  (7) (7) 14  10 
Earnings from Equity Method Investments  1  1  3  3 
              
Net Income (Loss) $(6)$(6)$17 $13 


See Notes to Condensed Consolidated Financial Statements.


58


PUBLIC SERVICE COMPANY OF NORTH CAROLINA, INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

  Three Months Ended Six Months Ended 
  June 30, June 30, 
      Millions of dollars 2005 2004 2005 2004 
   Operating Revenues $84 $69 $329 $296 
Cost of Gas  53  42  225  196 
Gross Margin  31  27  104  100 
              
Operating Expenses:             
Operation and maintenance  19  19  40  40 
Depreciation and amortization  9  9  17  17 
Other taxes  2  2  4  4 
Total Operating Expenses  30  30  61  61 
              
Operating Income (Loss)  1  (3) 43  39 
              
Other Income, Including Allowance for Equity Funds Used During Construction  -  -  2  - 
Interest Charges, Net of Allowance for Borrowed Funds Used During Construction  5  5  11  10 
              
Income (Loss) Before Income Tax Expense (Benefit) and             
Earnings from Equity Method Investments  (4) (8) 34  29 
Income Tax Expense (Benefit)  (1) (3) 14  12 
              
Income (Loss) Before Earnings from Equity Method Investments  (3) (5) 20  17 
Earnings from Equity Method Investments  1  1  2  2 
              
Net Income (Loss) $(2)$(4)$22 $19 
 
      See Notes to Condensed Consolidated Financial Statements.

49

PUBLIC SERVICE COMPANY OF NORTH CAROLINA, INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

 Six Months Ended  Nine Months Ended 
 June 30,  September 30, 
Millions of dollars 2005 2004  2005 2004 
      
          
Cash Flows From Operating Activities:            
Net income $22 $19  $17 $13 
Adjustments to reconcile net income to net cash provided from operating activities:              
Depreciation and amortization  18  18   28  27 
Loss on sale of assets  -  1   -  1 
Cash provided (used) by changes in certain assets and liabilities:             
Receivables, net  88  84   95  86 
Inventories  15  14   (20) (14)
Regulatory assets  (3) -   (3) 1 
Regulatory liabilities  1  1   1  1 
Accounts payable  (41) (20)  (38) (29)
Deferred income taxes, net  4  3 
Taxes accrued  (2) (7)  1  (5)
Changes in gas adjustment clauses  19  2   21  (4)
Changes in other assets  2  2   (15) (9)
Changes in other liabilities  (8) (1)  (7) (1)
Net Cash Provided From Operating Activities  111  113   84  70 
              
Cash Flows From Investing Activities:              
Construction expenditures, net of AFC  (24) (26)  (36) (34)
Nonutility and other  6  (1)  5  (1)
Net Cash Used For Investing Activities  (18) (27)  (31) (35)
              
Cash Flows From Financing Activities:              
Short-term borrowings, net  (58) (55)  (41) (36)
Net capital contribution from parent  2  -   2  - 
Retirement of long-term debt  (3) (3)  (3) (3)
Distributions/dividends  (7) (8)  (11) (12)
Net Cash Used For Financing Activities  (66) (66)  (53) (51)
              
Net Increase In Cash and Cash Equivalents  27  20 
Net Increase (Decrease) In Cash and Cash Equivalents  -  (16)
Cash and Cash Equivalents, January 1  1  18   2  18 
Cash and Cash Equivalents, June 30 $28 $38 
Cash and Cash Equivalents, September 30 $2 $2 
              
Supplemental Cash Flow Information:              
Cash paid for - Interest (net of capitalized interest of $0.2 and $0.4) $9 $9 
Cash paid for - Interest (net of capitalized interest of $1 and $1) $16 $16 
- Income taxes  17  19  $24 $20 
              
Noncash Investing and Financing Activities:              
Accrued construction expenditures  0.8  0.4    2  - 

See Notes to Condensed Consolidated Financial Statements.


5059


PUBLIC SERVICE COMPANY OF NORTH CAROLINA, INCORPORATED
NOTESTO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JuneSeptember 30, 2005
(Unaudited)


The following notes should be read in conjunction with the Notes to Consolidated Financial Statements appearing in Public Service Company of North Carolina, Incorporated’s (PSNC Energy, and together with its consolidated subsidiaries, the Company) Annual Report on Form 10-K for the year ended December 31, 2004. These are interim financial statements, and due to the seasonality of the Company’s business, the amounts reported in the Condensed Consolidated Statements of Operations are not necessarily indicative of amounts expected for the full year. In the opinion of management, the information furnished herein reflects all adjustments, all of a normal recurring nature, which are necessary for a fair statement of the results for the interim periods reported.

1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A.  Basis of Accounting

The Company accounts for its regulated utility operations, assets and liabilities in accordance with the provisions of Statement of Financial Accounting Standards (SFAS) 71, “Accounting for the Effects of Certain Types of Regulation.” SFAS 71 requires cost-based rate-regulated utilities to recognize in their financial statements certain revenues and expenses in different time periods than do enterprises that are not rate-regulated. As a result, as of JuneSeptember 30, 2005 the Company has recorded approximately $15$18 million and $103$110 million of regulatory assets (including environmental) and liabilities, respectively. Information relating to regulatory assets and liabilities follows.

 June 30, December 31,  September 30, December 31, 
Millions of dollars 2005 2004  2005 2004 
          
Excess deferred income taxes $(2)$(1) $(1)$(1)
Under- (over-) collections-gas cost adjustment clause, net  (9) 10   (1 9 
Unrealized gain-hedging  (11) - 
Deferred environmental remediation costs  11  8   10  8 
Asset retirement obligations  (88) (84)  (89) (84)
Total $(88)$(67) $(92)$(68)

Excess deferred income taxes represent deferred income taxes recorded in prior years at a rate higher than the current statutory rate. Pursuant to a North Carolina Utilities Commission (NCUC) order, the Company is required to refund these amounts to customers through a rate decrement.

Under- (over-) collections-gas cost adjustment clause, net represents amounts under- or over-collected from customers pursuant to the Company’s Rider D mechanism approved by the NCUC. This mechanism allows the Company to recover all prudently incurred gas costs.

Unrealized gain-hedging represents the change in fair value of derivative financial instruments, including options, used for hedging natural gas purchases.
Deferred environmental remediation costs represent costs associated with the assessment and cleanup of manufactured gas plant (MGP) sites currently or formerly owned by the Company. A portion of the costs incurred has been recovered through rates. Amounts incurred and deferred, net of insurance settlements, that are not currently being recovered through rates are approximately $2.4$1.7 million. Management believes that these costs and the estimated remaining costs of approximately $8.8$8.7 million will be recoverable.

Asset retirement obligations represent net collections through depreciation rates of estimated costs to be incurred for the future retirement of assets for which no legal retirement obligation exists.assets.

60
The NCUC has reviewed and approved through specific orders most of the items shown as regulatory assets. Other items represent costs which are not yet approved for recovery by the NCUC. 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. However, ultimate recovery is subject to NCUC approval. In the future, as a result of deregulation or other changes in the regulatory environment, the Company may no longer meet the criteria for continued application of SFAS 71 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.

51
B.Total Comprehensive Income

Total comprehensive income was not significantly different from net income for any period reported. Accumulated other comprehensive income (loss) of the Company totaled $(0.6)$(0.4) million and $(0.7) million as of JuneSeptember 30, 2005 and December 31, 2004, respectively.

C. New Accounting Matters

SFAS 154,“Accounting Changes and Error Corrections,”was issued in June 2005. It requires retrospective application to prior periods’ financial statements of prior periods for every voluntary change in accounting principle unless itsuch retrospective application is impracticable. SFAS 154 replaces Accounting Principles Board (APB) Opinion 20,“Accounting Changes,” and SFAS 3,“Reporting Accounting Changes in Interim Financial Statements,” although it carries forward some of their provisions. The Company will adopt SFAS 154 in the first quarter of 2006, and does not expect that the initial adoption will have a material impact on the Company’s results of operations, cash flows or financial position.

Financial Accounting Standards Board Interpretation (FIN) 47, “Accounting for Conditional Asset Retirement Obligations,” was issued in March 2005 to clarify the term “conditional asset retirement” as used in SFAS 143, “Accounting for Asset Retirement Obligations.” It requires that a liability be recognized for the fair value of a conditional asset retirement obligation when incurred, if the fair value of the liability can be reasonably estimated. Uncertainty about the timing or method of settlement of a conditional asset retirement obligation would be factored into the measurement of the liability when sufficient information exists.exists, but such uncertainty would not be a basis upon which to avoid liability recognition. This interpretation is effective no later than the end of fiscal years ending after December 15, 2005. Accordingly, the Company will adopt FIN 47 in the fourth quarter of 2005. The impact FIN 47 may have on the Company’s assets and liabilities has not been determined but could be material. TheDue to the regulated nature of the business for which such conditional asset retirement obligations would be recognized, the Company does not expect that the initial adoption of FIN 47 will have a material impact on the Company’s results of operations, cash flows or financial position.
 
D. Reclassifications

Certain amounts from prior periods have been reclassified to conform with the presentation adopted for 2005.

2.       RATE AND OTHER REGULATORY MATTERS

The Company’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. The Company revises its tariffs with the NCUC as necessary to track these changes and accounts for any over- or under-collections of the delivered cost of gas in its deferred accounts for subsequent rate consideration. The NCUC reviews the Company’s gas purchasing practices annually.

The Company’s benchmark cost of gas in effect during the period January 1, 2004 through JuneSeptember 30, 2005 was as follows:

Rate Per ThermEffective Date
$.600January-September 2004
$.675October-November 2004
$.825December 2004-January 2005
$.725February-JuneFebruary-July 2005
$.825August-September 2005

 On August 1,

61
      In September 2005 the NCUC approved the Company'sCompany’s request to increase the benchmark cost of gas from $.725$.825 per therm to $.825$1.100 per therm for service rendered on and after AugustOctober 1, 2005.
On June 1, In October 2005 the Company filed testimonyNCUC approved the Company’s request to increase the benchmark cost of gas from $1.100 per therm to $1.275 per therm for service rendered on and after November 1, 2005.
      In September 2005 in connection with the Company’s 2005 Annual Prudence Review, related to the 12 monthsNCUC determined that the Company’s gas costs, including all hedging transactions, were reasonable and prudently incurred during the 12-month review ended March 31, 2005. The NCUC will hold a hearing in Augustalso authorized new rate decrements, effective October 1, 2005, to consider the filing.refund over-collections of certain gas costs included in deferred accounts.

A state expansion fund, established by the North Carolina General Assembly in 1991 and funded by refunds from the Company’s interstate pipeline transporters, provides financing for expansion into areaareas that otherwise would not be economically feasible to serve. On May 12,In September 2005 the Company filed an application withNCUC approved the NCUCCompany’s request for disbursement of up to $1.1 million from the expansion fund to extend natural gas service to Louisburg, North Carolina and requested authorization to withdraw approximately $1.2 million from its expansion fund for this project.Carolina. The NCUCproject will hold a hearingbe completed in August 2005 to consider the filing.2006.

In March 2005 the Company refunded approximately $7.7 million in pipeline supplier refunds by a direct bill credit to various customers. This refund resulted in a reduction in restricted cash and the associated current liability.

OnIn January 21, 2005 the NCUC authorized the Company to defer for subsequent rate consideration certain expenses incurred to comply with the U. S. Department of Transportation’s Pipeline Integrity Management requirements. This accounting treatment was effective November 1, 2004. As of June 30, 2005 such deferrals totaled $0.3 million.
 
52
3.         FINANCIAL INSTRUMENTS

The Company follows the guidance required by SFAS 133“Accounting for Derivative Instruments and Hedging Activities,” as amended, in accounting forutilizes various financial derivatives, including those arising fromdesignated as cash flow hedges related to natural gas. The Company also utilizes swap agreements to manage interest rate risk. These transactions are more fully described in Note 7 to the consolidated financial statements in the Company’s 2004 Annual Report on Form 10-K.10-K for the year ended December 31, 2004.

The Company utilizes derivative financial instruments for hedging activities for natural gas purchases. Transaction fees and any realized gains or losses are recorded in deferred accounts for subsequent rate consideration. As of JuneSeptember 30, 2005 the Company had a deferred net costsrealized gain of approximately $3.2$3.7 million. In addition, as of September 30, 2005 the Company had unrealized gains of approximately $11 million, also recorded in other regulatory liabilities.

The Company also utilizes a swap agreementsagreement to manage interest rate risk. At JuneSeptember 30, 2005 the estimated fair value of the Company’s swap was $1.0$0.7 million (gain) related to combineda notional amountsamount of $22.4 million.

4.          LONG-TERM DEBT AND CREDIT FACILITY

In June 2005 PSNC Energy amended its $125 million committed five-year revolving credit facility to extend the term of the existing facility by an additional year. The facility now will expire on June 30, 2010.

5.         COMMITMENTS AND CONTINGENCIES

The Company is responsible for environmental cleanup at five sites in North Carolina on which MGP residuals are present or suspected. The Company’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. The Company has recorded a liability and associated regulatory asset of approximately $8.8$8.7 million, which reflects its estimated remaining liability at JuneSeptember 30, 2005. Amounts incurred and deferred to date, net of insurance settlements, that are not currently being recovered through gas rates are approximately $2.4$1.7 million. Management believes that all MGP cleanup costs will be recoverable through gas rates.

62


6.       SEGMENT OF BUSINESS INFORMATION

Gas Distribution is the Company’s only reportable segment. Gas Distribution uses operating income to measure profitability. Intersegment revenues were not significant. All Other includes equity method investments.


 
2005
     
2004
     
2005
     
2004
   
     
Net
     
Operating
 
Net
      
Operating
 
Net
     
Operating
 
Net
   
 
External
 
Operating
 
Income
 
Segment
 
External
 
Income
 
Income
 
Segment
  
External
 
Income
 
Income
 
Segment
 
External
 
Income
 
Income
 
Segment
 
(Millions of dollars)
 
Revenue
 
Income
 
(Loss)
 
Assets
 
Revenue
 
(Loss)
 
(Loss)
 
Assets
  
Revenue
 
(Loss)
 
(Loss)
 
Assets
 
Revenue
 
(Loss)
 
(Loss)
 
Assets
 
Three Months Ended June 30,
                 
Three Months Ended September 30,
                 
Gas Distribution $84 $1 $(2)   $69 $(3)$(4)    $60 $(4)$(6)   $53 $(6)$(6)   
All Other  - n/a -   - n/a -     - n/a -   - n/a -   
Adjustments/Eliminations  -  -  -     -  -  -      -  -  -     -  -  -    
Consolidated Total
 
$
84
 
$
1
 
$
(2
)
   
$
69
 
$
(3
)
$
(4
)
    
$
60
 
$
(4
)
$
(6
)
   
$
53
 
$
(6
)
$
(6
)
   
                  
Six Months Ended June 30,
                  
Gas Distribution $329 $43 $22 $1,007 $296 $39 $19 $996 
All Other  - n/a - 28 - n/a - 28 
Adjustments/Eliminations  -  -  -  70  -  -  -  61 
Consolidated Total
 
$
329
 
$
43
 
$
22
 
$
1,105
 
$
296
 
$
39
 
$
19
 
$
1,085
 

Nine Months Ended September 30,
                 
Gas Distribution $390 $39 $17 $1,029 $348 $32 $13 $994 
All Other  -  n/a  -  28  -  n/a  -  27 
Adjustments/Eliminations  -  -  -  78  -  -  -  72 
Consolidated Total
 
$
390
 
$
39
 
$
17
 
$
1,135
 
$
348
 
$
32
 
$
13
 
$
1,093
 

5363

Item 2. Management’s Narrative Analysis of Results of Operations.

PUBLIC SERVICE COMPANY OF NORTH CAROLINA, INCORPORATED
MANAGEMENT’S NARRATIVEANALYSIS OF RESULTS OF OPERATIONS

The following discussion should be read in conjunction with Management’s Narrative Analysis of Results of Operations appearing in Public Service Company of North Carolina, Incorporated’s (together with its consolidated subsidiaries, PSNC Energy) Annual Report on Form 10-K for the year ended December 31, 2004.

Statements included in this narrative analysis (or elsewhere in this quarterly report) which are not statements of historical fact are intended to be, and are hereby identified as, “forward-looking statements” for purposes of the safe harbor provided by Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. 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) that the information is of a preliminary nature and may be subject to further and/or continuing review and adjustment, (2) regulatory actions or changes in the utility regulatory environment, (3) current and future litigation, (4) changes in the economy, especially in PSNC Energy’s service territory,      (5) the impact of competition from other energy suppliers, including competition from alternate fuels in industrial interruptible markets, (6) growth opportunities, (7) the results of financing efforts, (8) changes in PSNC Energy’s accounting policies,     (9) weather conditions, especially in areas served by PSNC Energy, (10) performance of SCANA Corporation’s (SCANA) pension plan assets and the impact on PSNC Energy’s results of operations, (11) inflation, (12) changes in environmental regulations and (13) the other risks and uncertainties described from time to time in PSNC Energy’s periodic reports filed with the United States Securities and Exchange Commission. PSNC Energy disclaims any obligation to update any forward-looking statements.

Net Income and Distributions/Dividends

Net income for the sixnine months ended JuneSeptember 30, 2005 increased $3.7$4.0 million compared to the same period in 2004, primarily due to increased margin.

The nature of PSNC Energy’s business is seasonal. The quarters ending June 30 and September 30 are generally PSNC Energy’s least profitable quarters due to decreased demand for natural gas related to space heating requirements.

PSNC Energy’s Board of Directors has authorized the following distributions/dividends on common stock held by SCANA during 2005:

Declaration DateAmountQuarter EndedPayment Date
    
February 17, 2005$3.5 millionMarch 31, 2005April 1, 2005
May 5, 2005$3.5 millionJune 30, 2005July 1, 2005
July 27, 2005$4.0 millionSeptember 30, 2005October 1, 2005
November 2, 2005$4.0 millionDecember 31, 2005January 1, 2006

Gas Distribution

Gas distribution is comprised of the local distribution operations of PSNC Energy. Changes in the gas distribution sales margins were as follows:

 
Six Months Ended
June 30,
  
Nine Months Ended
September 30,
 
Millions of dollars 2005 % Change 2004  2005 % Change 2004 
              
Operating revenues $329.7  11.6%$295.4  $389.8  12.0%$347.9 
Less: Gas purchased for resale  225.3  15.0% 195.9   260.7  15.3% 226.1 
Margin $104.4  4.9%$99.5  $129.1  6.0%$121.8 

64
Gas distribution sales margin for the six months ended June 30, 2005 increased by approximately $4.9 million primarily due to increased residential customer growth and increased consumption.

Other Income

Other income in 2005 improved primarily due to the recognition of a $1.0$1 million loss in 2004 on the sale of PSNC Energy’s former corporate headquarters.headquarters and due to approximately $0.5 million in increased interest income on amounts under-collected from customers through the Rider D mechanism.

Income Taxes

Income taxes changed primarily as a result of changes in operating and other income.

54
Capital Expansion Program and Liquidity Matters
 
PSNC Energy’s capital expansion program includes the construction of lines, systems and facilities and the purchase of related equipment. PSNC Energy’s 2005 construction budget is approximately $58 million, compared to actual construction expenditures through JuneSeptember 30, 2005 of $25.2approximately $43 million. PSNC Energy’s ratio of earnings to fixed charges for the 12 months ended JuneSeptember 30, 2005 was 3.08.3.23.
 
At JuneSeptember 30, 2005 PSNC Energy had no$17.1 million in outstanding short-term borrowings.borrowings at a weighted average interest rate of 3.9% and unused lines of credit of $125 million. In addition, in June 2005 PSNC Energy amended a $125 million committed five-year revolving credit facility to extend the term of the existing facility by an additional year. The credit facility now will expire on June 30, 2010. The facility does not require the borrower to make a representation as to “no material adverse change” related to financial condition or material litigation at the time of a borrowing, and the facility does not contain covenants based on credit ratings under which lenders could refuse to advance funds.

65


Item 4. Controls and Procedures

As of JuneSeptember 30, 2005 an evaluation was performedeach of SCANA Corporation (SCANA), South Carolina Electric & Gas Company (SCE&G) and Public Service Company of North Carolina, Incorporated (PSNC Energy) conducted separate evaluations under the supervision and with the participation of PSNC Energy’sits management, including theits Chief Executive Officer (CEO) and Chief Financial Officer (CFO), of the effectiveness of the design and operation of PSNC Energy’sits disclosure controls and procedures. Based on that evaluation, PSNC Energy’s management, includingthese evaluations, the CEO and CFO in each case concluded that as of JuneSeptember 30, 2005 PSNC Energy’s disclosure controls and procedures related to each company were effective. There has been no change in SCANA’s, SCE&G’s or PSNC Energy’s internal control over financial reporting during the quarter ended JuneSeptember 30, 2005 that has materially affected or is reasonably likely to materially affect SCANA’s, SCE&G’s or PSNC Energy’s internal control over financial reporting.

5566


PART II. OTHER INFORMATION

Item 1. Legal Proceedings

Each of SCANA Corporation (SCANA), South Carolina Electric & Gas Company (SCE&G) and Public Service Company of North Carolina, Incorporated (PSNC Energy) are engaged in various claims and litigation incidental to their business operations which management anticipates will be resolved without material loss. The status of matters previously disclosed in their respective 2004 Annual Reports on Form 10-K have not changed significantly unless noted below.

Pending Litigation and Claims

A complaint was filed on October 22, 2003 against South Carolina Electric & Gas Company (SCE&G)SCE&G by the State of South Carolina alleging that SCE&G violated the Unfair Trade Practices Act by charging municipal franchise fees to some customers residing outside a municipality’s limits. The complaint alleged that SCE&G failed to obey, observe or comply with the lawful order of the SCPSC by charging franchise fees to those not residing within a municipality. The complaint sought restitution to all affected customers and penalties up to $5,000 for each separate violation. The State of South Carolina v. SCE&G claim has been settled by an agreement between the parties, and the settlement has been approved by the court. The allegations were also the subject of a purported class action lawsuit filed in December 2003, against Duke Energy Corporation, Progress Energy Services Company and SCE&G (styled as Edwards v. SCE&G), but that case has been dismissed by the Plaintiff.plaintiff. In addition, SCE&G filed a petition with the SCPSC on October 23, 2003 pursuant to S. C. Code Ann. R.103-836. The petition requests that the SCPSC exercise its jurisdiction to investigate the operation of the municipal franchise fee collection requirements applicable to SCE&G’s electric and gas service, to approve SCE&G’s efforts to correct any past franchise fee billing errors, to adopt improvements in the system which will reduce such errors in the future, and to adopt any regulation that the SCPSC deems just and proper to regulate the franchise fee collection process. A hearing on this petition has not been scheduled. The Company believes that the resolution of these matters will not have a material adverse impact on its results of operations, cash flows or financial condition.

In 1999 an unsuccessful bidder for the purchase of certain propane gas assets of the subsidiaries of SCANA Corporation (SCANA) filed suit against SCANA in Circuit Court, seeking unspecified damages. The suit alleged the existence of a contract for the sale of assets to the plaintiff and various causes of action associated with that contract. On October 21, 2004, the jury issued an adverse verdict on this matter against SCANA for four causes of action for damages totaling $48 million.

Upon receiving the jury verdict prior to reporting results for the third quarter of 2004, it was SCANA’s interpretation that the damages awarded with respect to certain causes of action were overlapping and that the plaintiff would be required to elect a single remedy. Therefore, it was SCANA’s belief that a reasonably possible estimate of the total damages based on the amounts awarded by the jury would be in the range of $18 - $36 million. As such, in accordance with generally accepted accounting principles, in the third quarter of 2004 SCANA accrued a liability of $18 million pre-tax, which was its reasonable estimate of the minimum liability that was probable if the final judgment were to be consistent with the jury verdict.

Post-verdict motions were heard in November 2004 and January 2005. In April 2005, post-trial motions were decided by the Court, and the plaintiff was ordered to elect a single remedy from the multiple jury awards. In response to the April 2005 election order, the Plaintiffplaintiff elected a remedy with damages totaling $18 million, and the Company placed the funds in escrow with the Clerk of Court to forestall the accrual of post-judgment interest. SCANA believes its accrued liability is still reasonable.a reasonable estimate. However, SCANA continues to believe that the verdict was inconsistent with the facts presented and applicable laws. Both parties have appealed the judgment.

SCANAThe Company is also defending anothera claim for $2.7 million for reimbursement of legal fees and expenses under an indemnification and hold harmless agreement in the contract for the sale of thesethe propane gas assets. A bench trial on the indemnification was held on January 14, 2005; however,2005, and on August 9, 2005 an order was entered against the Company in the amount of $2.6 million. The Company filed a rulingmotion and amended motion to vacate or in the alternative to alter or amend or reconsider the order and is currently awaiting a decision. The Company has not been received. SCANAmade provision for this potential loss and further believes that the resolution of this claim will not have a material adverse impact on its results of operations, cash flows or financial condition.

Each of SCANA, SCE&G and Public Service Company of North Carolina, Incorporated are engaged in various claims and litigation incidental to their business operations which management anticipates will be resolved without material loss. The status of matters previously disclosed in their respective 2004 Annual Reports on Form 10-K have not changed significantly unless noted above.



5667
    SCE&G has been named, along with 27 others, by the Environmental Protection Agency (EPA) as a potentially responsible party (PRP) at the Carolina Transformer Superfund site located in Fayetteville, NC.  The Carolina Transformer Company (CTC) conducted an electrical transformer rebuilding and repair operation at the site from 1967 to 1984.  During that time, SCE&G occasionally used CTC for the repair of existing transformers and the purchase of new transformers.  In 1984, EPA initiated a cleanup of PCB-contaminated soil and groundwater at the site.  EPA reports that it has spent $36 million to date.  SCE&G’s records indicated that only minimal quantities of used transformers were shipped to CTC, and it is not clear if any contained PCB-contaminated oil.  Although a basis for the allocation of clean-up costs among the 28 PRPs is unclear, SCE&G does not believe that its involvement at this site would result in an allocation of costs that would have a material adverse impact on its results of operations, cash flows or financial condition.

Rate Matter

In October 2005, the SCPSC granted SCE&G an overall increase of $22.9 million, or 5.69 percent, in retail gas base rates. The new rates are based on an allowed return on common equity of 10.25 percent, and became effective with the first billing cycle in November 2005.

Item 4. Submission of Matters5to a Vote of Security-Holders(not applicable for. Other Information

SCANA Corporation (SCANA), South Carolina Electric & Gas
Company and Public Service Company of North Carolina, Incorporated).Incorporated:

AtThe following disclosure would otherwise have been filed on Form 8-K under the Annual Meetingheading “Item 1.01. Entry into a Material Definitive Agreement.”

On November 2, 2005 the SCANA Corporation Director Compensation and Deferral Plan was amended to increase the percentage of Shareholdersthe retainer fee paid to nonemployee directors in shares of SCANA Corporation (SCANA) held on May 5, 2005,common stock from 60 percent to 100 percent.  See Exhibit 10.03a for the shareholderstext of SCANA voted on the following three items:amendment.

1. To elect three Class III Directors for the terms specified in the Proxy Statement.

 
 
Nominee
Number of
Shares Voting
For
Number of Shares
Voting to
Withhold Authority
Total
Shares
Voted
 
Bill L. Amick95,208,2231,470,91896,679,141 
D. Maybank Hagood95,374,0391,305,10296,679,141 
William B. Timmerman95,098,4151,580,72696,679,141 
     
     
2. To approve the amended and restated Long-Term Equity Compensation Plan
Number of Shares
FOR  65,829,794
AGAINST   4,359,918
ABSTAIN   1,321,891
 BROKER NON-VOTES   30,287,473 
TOTAL101,799,076

3. To approve the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for
the Corporation.

Number of Shares
FOR95,348,835
AGAINST877,817
ABSTAIN452,489
TOTAL96,679,141

Item 6. Exhibits

    SCANA Corporation (SCANA), South Carolina Electric & Gas Company (SCE&G) and Public Service Company of North Carolina, Incorporated (PSNC Energy):

    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% of the total consolidated assets of SCANA, for itself and its subsidiaries, of SCE&G, for itself and its consolidated affiliates, and of PSNC Energy, for itself and its subsidiaries, have been omitted and SCANA, SCE&G and PSNC Energy agree to furnish a copy of such instruments to the Commission upon request.

5768


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, each of the registrants has duly caused this report to be signed on its behalf by the undersigned hereunto 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
 
PUBLIC SERVICE COMPANY OF NORTH CAROLINA, INCORPORATED
 (Registrants)





By:/s/ /s/James E. Swan, IV
August 5,November 4, 2005James E. Swan, IV
 Controller
 (Principal (Principal accounting officer)












5869

EXHIBIT INDEX




 Applicable to Form 10-Q of 
Exhibit  PSNC 
No.SCANASCE&GEnergyDescription

3.11 X 
Articles of Amendment dated March 9, 2005 amending the Restated Articles of Incorporation of South Carolina Electric & Gas Company (Filed as Exhibit 3.11 to Form 10-Q for the quarter ended March 31, 2005)
 
3.12 X 
Articles of Amendment dated May 16, 2005 amending the Restated Articles of Incorporation of South Carolina Electric & Gas Company (Filed herewith)as Exhibit 3.12 to Form 10-Q for the quarter ended June 30, 2005)
 
3.13 X 
Articles of Amendment dated June 15, 2005 amending the Restated Articles of Incorporation of South Carolina Electric & Gas Company (Filed as Exhibit 3.13 to Form 10-Q for the quarter ended June 30, 2005)
3.14X
Articles of Amendment dated August 16, 2005 amending the Restated Articles of Incorporation of South Carolina Electric & Gas Company (Filed herewith)
 
4.12  X
Amended and Restated Five-Year Credit Agreement dated June 30, 2005 (Filed as Exhibit 4.12 to Form 10-Q for the quarter ended June 30, 2005)
10.03aX
Amendment to SCANA Director Compensation and Deferral Plan adopted
November 2, 2005 (Filed herewith)
10.10X
SCANA Corporation Short-Term Annual Incentive Plan as amended and restated effective
January 1, 2005 (Filed herewith)
 
31.01X  
Certification of Principal Executive Officer Required by Rule 13a-14 (Filed herewith)
 
31.02X  
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)
 
31.05  X
Certification of Principal Executive Officer Required by Rule 13a-14 (Filed herewith)
 
31.06  X
Certification of Principal Financial Officer Required by Rule 13a-14 (Filed herewith)
 
32.01X  
Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350 (Furnished herewith)
 
32.02X  
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)
 
32.05  X
Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350 (Furnished herewith)
 
32.06  X
Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350 (Furnished herewith)


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