-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, U4UaCzx5zDk6jWKTSyeUkxekPbGljqs1WXThzLGtemvDxUnqeZsOhaU1TUZh0j4a 8QqPDgTdoEcaGBu+9u3IYA== 0000754737-99-000003.txt : 19990428 0000754737-99-000003.hdr.sgml : 19990428 ACCESSION NUMBER: 0000754737-99-000003 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19981231 FILED AS OF DATE: 19990427 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SCANA CORP CENTRAL INDEX KEY: 0000754737 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC & OTHER SERVICES COMBINED [4931] IRS NUMBER: 570784499 STATE OF INCORPORATION: SC FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: SEC FILE NUMBER: 001-08809 FILM NUMBER: 99601856 BUSINESS ADDRESS: STREET 1: 1426 MAIN ST STREET 2: P O BOX 764 CITY: COLUMBIA STATE: SC ZIP: 29201 BUSINESS PHONE: 8032179000 MAIL ADDRESS: STREET 1: MAIL CODE 051 CITY: COLUMBIA STATE: SC ZIP: 29218 10-K/A 1 AMENDMENT TO FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K/A (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1998 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] For the transition period from to Commission File Number 1-8809 SCANA CORPORATION (Exact name of registrant as specified in its charter) SOUTH CAROLINA 57-0784499 (State or other jurisdiction of (IRS employer incorporation or organization) identification no.) 1426 MAIN STREET, COLUMBIA, SOUTH CAROLINA 29201 (Address of principal executive offices) (Zip code) Registrant's telephone number, including area code (803) 217-9000 Securities registered pursuant to 12(b) of the Act: Title of each class Name of each exchange on which registered Common Stock, without par value New York Stock Exchange Securities registered pursuant to 12(g) of the Act: None (Title of class) Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ] The aggregate market value of the voting stock held by nonaffiliates of the registrant was $2,433,956,641 at February 26, 1999. The total number of shares of the registrant's Common Stock, no par value, outstanding at February 26, 1999 was 103,572,623. DOCUMENTS INCORPORATED BY REFERENCE: Specified sections of the Registrant's 1999 Proxy Statement, dated March 15, 1999, in connection with its 1999 Annual Meeting of Stockholders, are incorporated by reference in Part III hereof. PAGE 2 The undersigned registrant hereby amends the following items, financial statements, exhibits or other portions of its Annual Report on Form 10-K for the year ended December 31, 1998, as set forth in the pages attached hereto: (List all such items, financial statements, exhibits or other portions amended.) Item 8: Financial Statements and Supplementary Data The above item has been amended to include the Financial Statements for the Company's Stock Purchase-Savings Plan and the Independent Auditors' Report thereon. Item 14: Exhibits, Financial Statement Schedules and Reports on Form 8-K The above item has been amended to include the Financial Statements for the Company's Stock Purchase-Savings Plan and the Independent Auditors' Report thereon and Consent to the incorporation of such report in the Company's registration statements under the Securities Act of 1933, as amended. PART II ITEM 8: FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA TABLE OF CONTENTS OF CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY FINANCIAL DATA *Independent Auditors' Report Consolidated Financial Statements: *Consolidated Balance Sheets as of December 31, 1998 and 1997 *Consolidated Statements of Income and Retained Earnings for the years ended December 31, 1998, 1997 and 1996 *Consolidated Statements of Cash Flows for the years ended December 31, 1998, 1997 and 1996 *Consolidated Statements of Capitalization as of December 31, 1998 and 1997 *Consolidated Statements of Changes in Common Equity for the years ended December 31, 1998 and 1997 *Notes to Consolidated Financial Statements Information required to be disclosed in supplemental financial statement schedules is included in the consolidated financial statements or in the notes thereto. Stock Purchase-Savings Plan: Page **Independent Auditors' Report................................. 4 **Financial Statements and Notes thereto....................... 5 * Previously filed with Form 10-K. ** Filed herein. 2 PAGE 3 PART IV Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K (a) Documents filed as a part of this report: 1. Financial Statements and Schedules: See above for amended Table of Contents of Consolidated Financial Statements and Supplementary Financial Data of the Company's Annual Report on Form 10-K. 3. Exhibits: * Exhibits required to be filed with this Annual Report on Form 10-K are listed in the following Exhibit Index. Certain of such exhibits which have heretofore been filed with the Securities and Exchange Commission and which are designated by reference to their exhibit numbers in prior filings are incorporated herein by reference and made a part hereof. ** The Consent of the Independent Auditors (Exhibit 23.03)is filed herein. As permitted under Item 601(b)(4)(iii), instruments defining the rights of holders of long-term debt of less than $400,000,000, or 10 percent of the total consolidated assets of the Company and its subsidiaries, have been omitted and the Company agrees to furnish a copy of such instruments to the Commission upon request. (b) Reports on Form 8-K during the fourth quarter of 1998 were as follows: SCANA filed a current report on Form 8-K: Date of report: December 15, 1998 Item reported: Item 5 * Previously filed with Form 10-K. ** Filed herein. 3 PAGE 4 TO PARTICIPATING EMPLOYEES: For your information there are submitted herewith the financial statements of the Stock Purchase-Savings Plan for the years ended December 31, 1998, 1997 and 1996, together with related Notes and Independent Auditors' Report. s/K. B. Marsh K. B. Marsh Chairman of the SCANA Corporation Stock Purchase-Savings Plan Committee INDEPENDENT AUDITORS' REPORT SCANA CORPORATION STOCK PURCHASE-SAVINGS PLAN: We have audited the accompanying Statements of Financial Position of the SCANA Corporation Stock Purchase-Savings Plan (the "Plan") as of December 31, 1998 and 1997, and the related Statements of Changes in Participants' Equity for each of the three years in the period ended December 31, 1998. These financial statements are the responsibility of the Plan's Management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing stand-ards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the Plan's Management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, such financial statements present fairly, in all material respects, the financial position of the Plan as of December 31, 1998 and 1997 and the changes in participants' equity for each of the three years in the period ended December 31, 1998 in conformity with generally accepted accounting principles. Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules of (1) assets held for investment purposes as of December 31, 1998 and (2) reportable transactions for the year ended December 31, 1998 are presented for the purpose of additional analysis and are not a required part of the basic financial statements, but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. These schedules are the responsibility of the Plan's Management. Such schedules have been subjected to the auditing procedures applied in our audit of the basic 1998 financial statements and, in our opinion, are fairly stated in all material respects when considered in relation to the basic financial statements taken as a whole. s/Deloitte & Touche LLP DELOITTE & TOUCHE LLP Columbia, South Carolina March 12, 1999 4 PAGE 5 SCANA CORPORATION STOCK PURCHASE-SAVINGS PLAN STATEMENTS OF FINANCIAL POSITION As of December 31, 1998 and 1997 (Thousands of Dollars) ACQUIRED WITH ACQUIRED WITH EMPLOYEES' COMPANY CONTRIBUTIONS CONTRIBUTIONS SCANA U.S. SCANA TOTAL COMMON SAVINGS COMMON December 31, 1998 PLAN STOCK BONDS STOCK ----------------- -------------------------------------------- Assets: Investments in Securities: SCANA Corporation - 8,943,402 shares of common stock - at market value (cost - $201,160) (Note 1)....................... $288,425 $148,079 $ - $140,346 United States Savings Bonds - Series E & EE - at cost........ 283 - 283 - -------------------------------------------- Total Investments in Securities.................. 288,708 148,079 283 140,346 Loans to Participants (Note 2)........................ 16,213 16,213 - - Receivable from SCANA Corporation - Dividends......... 3,419 1,753 - 1,666 -------------------------------------------- TOTAL ASSETS.............. $308,340 $166,045 $283 $142,012 ============================================ PARTICIPANTS' EQUITY (Note 4).... $308,340 $166,045 $283 $142,012 ============================================ ACQUIRED WITH ACQUIRED WITH EMPLOYEES' COMPANY CONTRIBUTIONS CONTRIBUTIONS SCANA U.S. SCANA TOTAL COMMON SAVINGS COMMON December 31, 1997 PLAN STOCK BONDS STOCK ------------------- --------------------------------------------- Assets: Investments in Securities: SCANA Corporation - 8,863,197 shares of common stock - at market value (cost - $187,337) (Note 1) ...................... $265,342 $132,235 $ - $133,107 United States Savings Bonds - Series E & EE - at cost........ 294 - 294 - ------------------------------------------- Total Investments in Securities.................. 265,636 132,235 294 133,107 Loans to Participants (Note 2)........................ 14,970 14,970 - - Receivable from SCANA Corporation - Dividends......... 3,328 1,656 - 1,672 -------------------------------------------- TOTAL ASSETS.............. $283,934 $148,861 $294 $134,779 ============================================ PARTICIPANTS' EQUITY (Note 4).... $283,934 $148,861 $294 $134,779 ============================================ See Notes to Financial Statements. 5 PAGE 6 SCANA CORPORATION STOCK PURCHASE-SAVINGS PLAN STATEMENTS OF CHANGES IN PARTICIPANTS' EQUITY For the years ended December 31, 1998, 1997 and 1996 (Thousands of Dollars) ACQUIRED WITH ACQUIRED WITH EMPLOYEES' COMPANY CONTRIBUTIONS CONTRIBUTIONS SCANA U.S. SCANA Year Ended TOTAL COMMON SAVINGS COMMON December 31, 1998 PLAN STOCK BONDS STOCK Investment Income - Dividends on Common Stock of SCANA Corporation and Other............ $ 14,651 $ 7,951 $ - $ 6,700 Net Appreciation in Market Value of Common Stock Of SCANA Corporation (Note 3).... 19,611 9,991 - 9,620 Contributions (Note 2): Company and Participating Subsidiaries.................... 9,478 - - 9,478 Participating Employees.......... 10,580 10,580 - - --------------------------------------------- Total....................... 54,320 28,522 - 25,798 Distributions to Participants..... 29,914 11,338 11 18,565 --------------------------------------------- Net Increase (Decrease) in Participants' Equity.......... 24,406 17,184 (11) 7,233 Participants' Equity, Beginning of Year.......................... 283,934 148,861 294 134,779 --------------------------------------------- Participants' Equity, End of Year (Note 4)............. $308,340 $166,045 $283 $142,012 ============================================= ACQUIRED WITH ACQUIRED WITH EMPLOYEES' COMPANY CONTRIBUTIONS CONTRIBUTIONS SCANA U.S. SCANA Year Ended TOTAL COMMON SAVINGS COMMON December 31, 1997 PLAN STOCK BONDS STOCK ----------------- ------------------------------------------- Investment Income - Dividends on Common Stock of SCANA Corporation and Other.......... $ 14,245 $ 7,512 $ - $ 6,733 Net Appreciation in Market Value of Common Stock of SCANA Corporation (Note 3) 27,855 13,931 - 13,924 Contributions (Note 2): Company and Participating Subsidiaries................... 8,855 - - 8,855 Participating Employees......... 9,729 9,729 - - --------------------------------------------- Total...................... 60,684 31,172 - 29,512 Distributions to Participants.... 24,366 10,109 26 14,231 ---------------------------------------------- Net Increase (Decrease) in Participants' Equity............ 36,318 21,063 (26) 15,281 Participants' Equity, Beginning of Year......................... 247,616 127,798 320 119,498 ---------------------------------------------- Participants' Equity, End of Year (Note 4)............$283,934 $148,861 $294 $134,779 =============================================== 6 PAGE 7 ACQUIRED WITH ACQUIRED WITH EMPLOYEES' COMPANY CONTRIBUTIONS CONTRIBUTIONS SCANA U.S. SCANA Year Ended TOTAL COMMON SAVINGS COMMON December 31, 1996 PLAN STOCK BONDS STOCK Investment Income - Dividends on Common Stock of SCANA Corporation and Other............ $ 13,295 $ 6,915 $ - $ 6,380 Contributions (Note 2): Company and Participating Subsidiaries.................... 8,474 - - 8,474 Participating Employees.......... 9,293 9,293 - -------------------------------------------- Total....................... 31,062 16,208 - 14,854 Distributions to Participants..... 21,892 10,075 12 11,805 Net Depreciation in Market Value of Common Stock of SCANA Corporation (Note 3)...... 15,848 7,684 - 8,164 -------------------------------------------- Net Decrease in Participants' Equity............. (6,678) (1,551) (12) (5,115) Participants' Equity, Beginning of Year.......................... 254,294 129,349 332 124,613 -------------------------------------------- Participants' Equity, End of Year (Note 4)............. $247,616 $127,798 $320 $119,498 ============================================ See Notes to Financial Statements. 7 PAGE 8 SCANA CORPORATION STOCK PURCHASE-SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS 1. Significant Accounting Policies: Basis of Accounting The accompanying financial statements have been prepared on the accrual basis of accounting. Investments Common stock investments in the accompanying financial statements are stated at market value and bonds are stated at cost, which approximates fair value. Loans to participants are stated at cost plus accrued interest which approximates fair value. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and changes herein, and disclosure of contingent assets and liabilities. Actual results could differ from those estimates. 2. Plan Information: The following description of the Stock Purchase-Savings Plan (Plan) provides only general information. Participants should refer to the plan agreement for a complete description of the Plan's provisions. Costs of administering the Plan are paid by the Plan sponsor, SCANA Corporation (Company). The Plan is designed to encourage voluntary systematic savings by employees with the Company's and participating subsidiaries' contributions as an added incentive. The Company and participating subsidiaries match employee contributions made through payroll deductions of up to 6% of eligible earnings. Employees may contribute up to an additional 9% of eligible earnings which are not matched by the Company's and participating subsidiaries' contributions. Employee contributions are invested in common stock of the Company or, prior to November 1, 1988, such contributions could, as an alternative, have been invested in United States Savings Bonds. The Company's and participating subsidiaries' contributions are invested only in shares of common stock of the Company. Company and participating subsidiaries' contributions are fully and immediately vested. Purchases and sales of common stock are made at regular intervals each month. Total shares purchased during the month are allocated to Participants' accounts as of month end using the average purchase price of such stock for the month. Shares sold during the first fifteen calendar days of a month are removed from Participants' accounts as of the fifteenth day of such month. Shares sold after the fifteenth calendar day are removed from Participants' accounts as of the last day of such month. Gains and losses from the sale of shares are recorded based on average cost and average sales price. Participants who sell shares prior to the fifteenth calendar day of the month in which a dividend record date occurs are not eligible to receive dividend income for those shares when the dividend is subsequently paid. Dividends are recorded on the ex-dividend date. 8 PAGE 9 The Plan, as amended, allows Participants to contribute up to 15% of eligible earnings on an after-tax basis (Regular Savings) or before-tax basis (Tax Deferred Savings), except that "highly compensated employees" within the context of Internal Revenue Code of 1986 ("Code"), as amended, have been subject to Tax Deferred contribution limitations of 6% or less of eligible earnings. Regular Savings amounts are included in wages subject to federal or state income tax withholding, whereas Tax Deferred Savings amounts are exempt from such withholding. Effective as of January 1, 1997 the Plan was amended to allow for the acceptance of "Direct Rollovers" from other qualified retirement plans and conduit IRA's. All rollover amounts are invested in SCANA Common Stock. Participants may request a distribution in the form of whole shares or cash for all securities and earnings credited to their Regular Savings and Rollover accounts (cash is distributed for fractional shares). Participants may not request a distribution from their Tax Deferred Savings accounts before age 59-1/2 unless they can demonstrate a hardship. Participants may request a loan from their Tax Deferred and Regular Savings and Rollover accounts. Loans are made available based on the asset value in a Participant's accounts at the time of the loan, but in any case, not less than $500 or greater than $50,000. Assets equal to the amount of the loan are converted into cash by the Trustee and made available to the borrowing Participant. The Participant no longer earns interest or dividends on the liquidated assets. The period of repayment for any loan cannot exceed five years, except a loan used to acquire the principal residence of the Participant may be extended to a maximum of ten years. All payments of the loan, including interest, are used to repurchase shares of SCANA Common Stock on behalf of the Participant. Upon termination of employment or death, the outstanding balance of the loan may be paid in full or will be converted to taxable income on the distribution to the Participant or the Participant's beneficiary. If the terminating Participant elects to delay distribution (permissible when the present value of the Participant's vested accrued benefit exceeds $5,000), an unpaid loan balance may be converted to taxable income prior to the distribution of assets to the Participant. Participants may receive a distribution of all securities and earnings credited to their Tax Deferred Savings accounts in the event of retirement, disability, termination of employment or death. Although Participants immediately vest in conributions from the Company and participating subsidiaries, they may request a distribution of only such contributions which have been in existence for two years following the close of the Plan year during which they were made, even if they elected to contribute on a tax deferred basis. If the Participant has participated in the Plan for at least five years, all Company contributions are eligible for distribution. Distribution due to the death of the Participant will be made to the surviving spouse, unless there is no surviving spouse or the spouse has consented in writing to distribution to a beneficiary designated by the Participant. The Plan, as amended to and as of January 1, 1997, has been approved by the Internal Revenue Service (IRS) as a qualified employees' trust under Section 401(a) of the Internal Revenue Code and, as such, is exempt from federal income taxes under Section 501(a). In accordance with Section 401(a) of the Internal Revenue Code, Participants are not taxed on the income earned or Company contributions made until such time as the employees or their beneficiaries receive distributions from the Plan. 9 PAGE 10 The Plan's assets, which consist principally of Company common stock, are held by First Union National Bank of South Carolina as the Plan's Trustee (Trustee) pursuant to a Trust Agreement executed on December 16, 1991 and amended as of December 15, 1997. Company contributions are held and managed by the Trustee, which invests cash received, interest and dividend income and makes distribution to Participants. Certain administrative functions are performed by officers or employees of the Company or its subsidiaries. No such officer or employee receives compensation from the Plan. Administrative expenses for the Trustee's fees are paid directly by the Company. Although it has not expressed any intent to do so, the Company and participating subsidiaries have the right under the Plan to discontinue their contributions at any time and to terminate the Plan subject to the provisions of ERISA. 3. Appreciation (Depreciation) in Market Value of Common Stock: During 1998, 1997 and 1996, the Plan's investments (including investments bought, sold and held during the year) appreciated (depreciated) in value as follows (thousands of dollars): Net Change in Market Value 1998 1997 1996 ------------------------------------ Increase in Unrealized Appreciation (Depreciation), Net $ 9,260 $22,650 ($22,702) Appreciation Realized on Withdrawals 10,351 5,205 6,854 ------------------------------------ Net Appreciation (Depreciation) in Market Value of Common Stock $19,611 $27,855 ($15,848) ==================================== 4. Accounts Payable to Participants and Former Participants: Amounts included in Participants' equity to be distributed to Participants and former Participants were $1,455,672, $3,225,793 and $1,178,019 at December 31, 1998, 1997 and 1996, respectively. 5. Appreciation in Market Value of U. S. Savings Bonds: Investments in U. S. Savings Bonds are reported at cost. When a Participant requests a loan, the U. S. Savings Bonds are redeemed at their market value (cost plus interest earned) and the cash is provided to the Participant. Therefore, although the U. S. Savings Bonds are reported at cost, appreciation is realized when the bonds are redeemed for purposes of providing a loan. 6. Subsequent Event Effective January 1, 1999, the Plan was amended to include the Evergreen Select Treasury Money Market Fund (managed by First Capital Group of First Union Bank)as an additional investment option for Participant contributions only. This fund invests in short-term U. S. Treasury obligations and repurchase agreements backed by U. S. Treasury obligations. This option was added to comply with legislative changes contained in the Taxpayer Relief Act of 1997. However, a Participant may continue to invest 100% of his contributions in Company common stock. All matching contributions made by the Company and participating subsidiaries to the Plan will continue to be invested solely in Company common stock. 10 PAGE 11 SCANA Corporation STOCK PURCHASE-SAVINGS PLAN SUPPLEMENTAL SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES (ITEM 27a) AS OF DECEMBER 31, 1998 (thousands of dollars) CURRENT DESCRIPTION COST VALUE * SCANA Corporation Common Stock $201,160 $288,425 United States Savings Bonds 283 283 * Loans to participants 16,213 16,213 -------- -------- $217,656 $304,921 ======== ======== * denotes party-in-interest 11 PAGE 12 SCANA CORPORATION STOCK PURCHASE-SAVINGS PLAN SUPPLEMENTAL SCHEDULE OF REPORTABLE TRANSACTIONS (ITEM 27d) FOR THE YEAR ENDED DECEMBER 31, 1998 (thousands of dollars) DURING THE YEAR ENDED DECEMBER 31, 1998, THE FOLLOWING TRANSACTIONS WERE MADE IN THE COMMON STOCK OF SCANA CORPORATION, WHOSE EMPLOYEES ARE COVERED BY THE PLAN. COST OF NET GAIN PURCHASE SELLING ASSETS FROM NUMBER OF SHARES PRICE PRICE SOLD SALE PURCHASED 1,343,847 $41,647 SALES FOR DISTRIBUTION TO PARTICIPANTS FOR WITHDRAWALS 986,860 $29,684 $20,972 $8,712 SALES FOR 401K EMPLOYEE LOANS - STOCK 276,782 $ 8,491 $ 6,852 $1,639
12 PAGE 13 Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this amendment to be signed on its behalf by the undersigned, thereunto duly authorized. SCANA CORPORATION (Registrant) Date: April 27, 1999 BY: s/Kevin B. Marsh (Kevin B. Marsh, Senior Vice President - Finance, Chief Financial Officer and Controller) 13 EXHIBIT INDEX Applicable to Form 10-K of Exhibit No. SCANA SCE&G Description 2.01 X Agreement and Plan of Merger, dated as of February 16, 1999, by and among Public Service Company of North Carolina, Incorporated, SCANA Corporation, New Sub I, Inc. and New Sub II, Inc. (Filed as Exhibit 10.1 to Form 8-K on February 23, 1999) 3.01 X Restated Articles of Incorporation of SCANA as adopted on April 26, 1989 (Filed as Exhibit 3-A to Registration Statement No. 33-49145) 3.02 X Restated Articles of Incorporation of SCE&G, as adopted on December 15, 1993 (Filed as Exhibit 3-A to Form 10-Q for the quarter ended June 30, 1994, File No. 1-3375) 3.03 X Articles of Amendment of SCANA, dated April 27, 1995 (Filed as Exhibit 4-B to Registration Statement No. 33-62421) 3.04 X Articles of Amendment of SCE&G,dated June 7, 1994 filed June 9, 1994 (Filed as Exhibit 3-B to Form 10-Q for the quarter ended June 30, 1994, File No. 1-3375) 3.05 X Articles of Amendment of SCE&G, dated November 9, 1994 (Filed as Exhibit 3-C to Form 10-K for the year ended December 31, 1994, File No. 1-3375) 3.06 X Articles of Amendment of SCE&G, dated December 9, 1994 (Filed as Exhibit 3-D to Form 10-K for the year ended December 31, 1994, File No. 1-3375) 3.07 X Articles of Correction of SCE&G, dated January 17, 1995 Filed as Exhibit 3-E to From 10-K for the year ended December 31, 1994, File No. 1-3375) 3.08 X Articles of Amendment of SCE&G, dated January 13, 1995 and filed January 17, 1995 (Filed as Exhibit 3-F to Form 10-K for the year ended December 31, 1994, File No. 1-3375) 3.09 X Articles of Amendment of SCE&G, dated March 31, 1995 (Filed as Exhibit 3-G to Form 10-Q for the quarter ended March 31, 1995, File No. 1-3375) 3.10 X Articles of Correction of SCE&G - Amendment to Statement filed March 31, 1995, dated December 12, 1995 (Filed as Exhibit 3-H to Form 10-K for the year ended December 31, 1995, Filed No.1-3375) 3.11 X Articles of Amendment of SCE&G, dated December 31, 1995 (Filed as Exhibit 3-I to Form 10-K for the year ended December 31, 1995, File No. 1-3375) 3.12 X Articles of Amendment of SCE&G, dated February 18, 1997 (Filed as Exhibit 3-L to Registration Statement No. 333-24919) 3.13 X Articles of Amendment of SCE&G, dated February 21, 1997 (Filed as Exhibit 3-L to Form 10-Q for the quarter ended March 31, 1997) 3.14 X Articles of Amendment of SCE&G, dated April 22, 1997 (Filed as Exhibit 3-M to Form 10-Q for the quarter ended June 30, 1997) 3.15 X Copy of By-Laws of SCANA as revised and amended on December 17, 1997 (Filed as Exhibit 3-C to Form 10-K for the year ended December 31, 1997) 14 Applicable to Form 10-K of Exhibit No. SCANA SCE&G Description 3.16 X Copy of By-Laws of SCE&G as revised and amended on December 17, 1997 (Filed as Exhibit 3-J to Form 10-K for the year ended December 31, 1997) 4.01 X Articles of Exchange of South Carolina Electric and Gas Company and SCANA Corporation (Filed as Exhibit 4-A to Post-Effective Amendment No. 1 to Registration Statement No. 2-90438) 4.02 X Copy of Supplemental Executive Retirement Plan as amended and restated effective as of October 21, 1997 (Filed as Exhibit 10-A to Form 10-K for the year ended December 31, 1997) 4.03 X Indenture dated as of November 1, 1989 to The Bank of New York, Trustee (Filed as Exhibit 4-A to Registration No. 33-32107) 4.04 X Indenture dated as of January 1, 1945, from the South Carolina Power Company (the "Power Company") to Central Hanover Bank and Trust Company, as Trustee, as supplemented by three Supplemental Indentures dated respectively as of May 1, 1946, May 1, 1947 and July 1, 1949 (Filed as Exhibit 2-B to Registration Statement No. 2-26459) 4.05 X Fourth Supplemental Indenture dated as of April 1, 1950, to Indenture referred to in Exhibit 4.04, pursuant to which SCE&G assumed said Indenture (Filed as Exhibit 2-C to Registration Statement No. 2-26459) 4.06 X Fifth through Fifty-second Supplemental Indenture referred to in Exhibit 4.04 dated as of the dates indicated below and filed as exhibits to the Registration Statements and 1934 Act reports whose file numbers are set forth below: December 1, 1950 Exhibit 2-D to Registration No. 2-26459 July 1, 1951 Exhibit 2-E to Registration No. 2-26459 June 1, 1953 Exhibit 2-F to Registration No. 2-26459 June 1, 1955 Exhibit 2-G to Registration No. 2-26459 November 1, 1957 Exhibit 2-H to Registration No. 2-26459 September 1, 1958 Exhibit 2-I to Registration No. 2-26489 September 1, 1960 Exhibit 2-J to Registration No. 2-26459 June 1, 1961 Exhibit 2-K to Registration No. 2-26459 December 1, 1965 Exhibit 2-L to Registration No. 2-26459 June 1, 1966 Exhibit 2-M to Registration No. 2-26459 June 1, 1967 Exhibit 2-N to Registration No. 2-29693 September 1, 1968 Exhibit 4-O to Registration No. 2-31569 June 1, 1969 Exhibit 4-C to Registration No. 33-38580 December 1, 1969 Exhibit 4-O to Registration No. 2-35388 June 1, 1970 Exhibit 4-R to Registration No. 2-37363 March 1, 1971 Exhibit 2-B-17 to Registration No. 2-40324 January 1, 1972 Exhibit 2-B to Registration No. 33-38580 July 1, 1974 Exhibit 2-A-19 to Registration No. 2-51291 May 1, 1975 Exhibit 4-C to Registration No. 33-38580 July 1, 1975 Exhibit 2-B-21 to Registration No. 2-53908 February 1, 1976 Exhibit 2-B-22 to Registration No. 2-55304 December 1, 1976 Exhibit 2-B-23 to Registration No. 2-57936 March 1, 1977 Exhibit 2-B-24 to Registration No. 2-58662 May 1, 1977 Exhibit 4-C to Registration No. 33-38580 February 1, 1978 Exhibit 4-C to Registration No. 33-38580 June 1, 1978 Exhibit 2-A-3 to Registration No. 2-61653 15 Applicable to Form 10-K of Exhibit No. SCANA SCE&G Description April 1, 1979 Exhibit 4-C to Registration No. 33-38580 June 1, 1979 Exhibit 2-A-3 to Registration No. 33-38580 April 1, 1980 Exhibit 4-C to Registration No. 33-38580 June 1, 1980 Exhibit 4-C to Registration No. 33-38580 December 1, 1980 Exhibit 4-C to Registration No. 33-38580 April 1, 1981 Exhibit 4-D to Registration No. 33-49421 June 1, 1981 Exhibit 4-D to Registration No. 2-73321 March 1, 1982 Exhibit 4-D to Registration No. 33-49421 April 15, 1982 Exhibit 4-D to Registration No. 33-49421 May 1, 1982 Exhibit 4-D to Registration No. 33-49421 December 1, 1984 Exhibit 4-D to Registration No. 33-49421 December 1, 1985 Exhibit 4-D to Registration No. 33-49421 June 1, 1986 Exhibit 4-D to Registration No. 33-49421 February 1, 1987 Exhibit 4-D to Registration No. 33-49421 September 1, 1987 Exhibit 4-D to Registration No. 33-49421 January 1, 1989 Exhibit 4-D to Registration No. 33-49421 January 1, 1991 Exhibit 4-D to Registration No. 33-49421 February 1, 1991 Exhibit 4-D to Registration No. 33-49421 July 15, 1991 Exhibit 4-D to Registration No. 33-49421 August 15, 1991 Exhibit 4-D to Registration No. 33-49421 April 1, 1993 Exhibit 4-E to Registration No. 33-49421 July 1, 1993 Exhibit 4-D to Registration No. 33-57955 4.04 X X Indenture dated as of April 1, 1993 from South Carolina Electric & Gas Company to NationsBank of Georgia, National Association (Filed as Exhibit 4.07 to Registration Statement No. 33-49421) 4.08 X X First Supplemental Indenture to Indenture referred to in Exhibit 4.07 dated as of June 1, 1993 (Filed as Exhibit 4-G to Registration Statement No. 33-49421) 4.09 X X Second Supplemental Indenture to Indenture referred to in Exhibit 4.07 dated as of June 15, 1993 (Filed as Exhibit 4-G to Registration Statement No. 33-57955) 4.10 X X Trust Agreement for SCE&G Trust I (Filed as Exhibit 4-I to Form 10-K for the year ended December 31, 1997) 4.11 X X Certificate of Trust for SCE&G Trust I (Filed as Exhibit 4-I to Form 10-K for the year ended December 31, 1997) 4.12 X X Junior Subordinated Indenture for SCE&G Trust I (Filed as Exhibit 4-K to Form 10-K for the year ended December 31, 1997) 4.13 X X Guarantee Agreement for SCE&G Trust I (Filed as Exhibit 4-L to Form 10-K for the year ended December 31, 1997) 4.14 X X Amended and Restated Trust Agreement for SCE&G Trust I (Filed as Exhibit 4-M to Form 10-K for the year ended December 31, 1997) 16 Applicable to Form 10-K of Exhibit No.SCANA SCE&G Description 10.01 X Copy of SCANA Voluntary Deferral Plan as amended through October 26, 1988 (Filed as Exhibit 10-A to Form 10-K for the year ended December 31, 1988 under cover of Form SE, File No. 1-8809) 10.2 X Copy of SCE&G Supplemental Executive Retirement Plan (Filed as Exhibit 10A to Form 10-K for the year ended December 31, 1980) 10.3 X Copy of SCANA Supplementary Voluntary Deferral Plan as amended and restated through October 21, 1997 (Filed as Exhibit 10-B to Form 10-K for the year ended December 31, 1997) 10.4 X Copy of SCANA Key Executive Severance Benefit Plan as amended and restated effective as of October 21, 1997 (Filed as Exhibit 10-C to Form 10-K for the year ended December 31, 1997) 10.5 X Copy of SCANA Performance Share Plan as amended and restated effective February 16, 1993 (Filed as Exhibit 10-D to Form 10-K for the year ended December 31, 1992, File No.1-8809) 10.6 X Form of Agreement under SCANA Key Employee Retention Program as amended and restated effective as of October 21, 1997 (Filed as Exhibit 10-E to Form 10-K for the year ended December 31, 1997) 10.7 X Description of SCANA Whole Life Option (Filed as Exhibit 10-F to Form 10-K for the year ended December 31, 1991, under cover of Form SE, File No. 1-8809) 10.8 X Description of SCANA Corporation Performance Incentive Plan (Filed as Exhibit 10-G to Form 10-K for the year ended December 31, 1991, under cover of Form SE, File No. 1-8809) 12.01 X X Statements Re computation of Ratios (Not Applicable) 21.01 X Subsidiaries of the Registrant (Not Applicable) 23.01 X Consents of Experts and Counsel (Filed as Exhibit 23.01 to Form 10-K for the year ended December 31, 1998) 23.02 X Consents of Experts and Counsel (Filed as Exhibit 23.02 to Form 10-K for the year ended December 31, 1998) 23.03 X Consents of Experts and Counsel (Filed herewith at page 20) 24.01 X Power of Attorney (Not Applicable) 24.02 X Power of Attorney (Not Applicable) 27.01 X Financial Data Schedule (Filed herewith) 27.02 X Financial Data Schedule (Not Applicable) 17 EXHIBIT 23.03 SCANA CORPORATION INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in Post-Effective Amendment No. 1 to Registration Statement No. 33-49333 on Form S-8,Registration Statement No. 333-18149 on Form S-3, Registration Statement No. 333-18973 on Form S-8, Registration Statement No. 333-44885 on Form S-8 and Registration Statement No. 333-65105 on Form S-3 of our report dated March 12, 1999 appearing in the Annual Report on Form 10-K/A of SCANA Corporation Stock Purchase-Savings Plan for the year ended December 31, 1998. s/Deloitte & Touche LLP DELOITTE & TOUCHE LLP Columbia, South Carolina April 27, 1999 20 EX-27 2 SCANA FDS --
UT 12-MOS DEC-31-1998 DEC-31-1998 PER-BOOK 3,787 493 501 500 0 5,281 1,051 (9) 678 1,746 61 106 1623 195 0 0 107 0 0 0 1,443 5,281 1,632 136 1,151 1,287 345 13 358 123 231 8 223 162 88 467 2.12 2.12 EPS- Diluted is not applicable to SCANA Corporation.
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