COMMITMENTS AND CONTINGENCIES

12 Months Ended

Dec. 31, 2018

Legal Matters and Contingencies [Text Block]

COMMITMENTS AND CONTINGENCIES

Abandoned Nuclear Project

SCE&G, on behalf of itself and as agent for Santee Cooper, entered into the EPC Contract with the Consortium in 2008 for the design and construction of Unit 2 and Unit 3. SCE&G's ownership share in these units is 55%. Various difficulties were encountered in connection with the project. The ability of the Consortium to adhere to established budgets and construction schedules was affected by many variables, including unanticipated difficulties encountered in connection with project engineering and the construction of project components, constrained financial resources of the contractors, regulatory, legal, training and construction processes associated with securing approvals, permits and licenses and necessary amendments to them within projected time frames, the availability of labor and materials at estimated costs and the efficiency of project labor. There were also contractor and supplier performance issues, difficulties in timely meeting critical regulatory requirements, contract disputes, and changes in key contractors or subcontractors. These matters preceded the filing for bankruptcy protection by the Consortium on March 29, 2017 (see Contractor Bankruptcy Proceedings and Related Uncertainties below), and were the subject of comprehensive analyses performed by the Company and Santee Cooper.

Based on the results of the Company's analysis, and in light of Santee Cooper's decision to suspend construction on Unit 2 and Unit 3, on July 31, 2017, the Company determined to stop the construction of the units and to pursue recovery of costs incurred in connection with the construction under the abandonment provisions of the BLRA or through other means. This decision by the Company became the focus of numerous legislative, regulatory and legal proceedings, and led to SCE&G recording pre-tax impairment charges in 2017 totaling approximately $1.118 billion (approximately $690 million net of tax). An additional pre-tax impairment loss was recorded in the first quarter of 2018 of approximately $3.6 million (approximately $2.7 million net of tax) in order to further reduce to estimated fair value the carrying value of nuclear fuel which had been acquired for use in Unit 2 and Unit 3. See further discussion below under Impairment Considerations. These proceedings continued in 2018, and some of them remain unresolved and are described below and/or in Claims and Litigation.

On January 2, 2018, SCANA and Dominion Energy entered into the Merger Agreement and sought the consents and approvals from governmental entities and the shareholders of SCANA required to consummate the merger. After all consents and approvals were obtained, the SCANA Combination was effective January 1, 2019.

Merger Approval Order

On December 21, 2018, the SCPSC issued the Merger Approval Order. The order adopted Dominion Energy's Plan-B Levelized Customer Benefits Plan whereby the average bill for an SCE&G residential electric customer would approximate that which resulted from the legislatively-mandated temporary reduction that had been put into effect by the SCPSC in August 2018. Among other things, the order also sets forth the following findings and merger conditions:


•	No capital costs related to the Nuclear Project incurred after March 12, 2015 will be recoverable by SCE&G, which results in rate base associated with the Nuclear Project of $2.768 billion after recording an impairment charge of $1.372 billion (pre-tax, and incremental to impairment losses recorded in 2017).


•	SCE&G will provide refunds and restitution to customers from prior years' revenues totaling an aggregate $2.039 billion, comprised of $1.032 billion to be credited to customers over 20 years and $1.007 billion credited to customers over approximately 11 years. These refunds include amounts to be refunded to customers related to the monetization of guaranty settlement described in Note 2.


•	Except for rate adjustments for fuel and environmental costs, demand side management costs, and other rates routinely adjusted on an annual or biannual basis, SCE&G will freeze retail electric base rates at current levels until January 1, 2021.


•	SCE&G's natural gas customers will receive refunds totaling $2.45 million in 2019, 2020 and 2021 combined.


•	Corporate giving will increase by $1 million per year for at least five years above historical levels.

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SCE&G will not seek to pass on to ratepayers its initial capital investment in CEC, a 540-MW combined-cycle natural gas-fired generating facility, and will not seek to pass on to ratepayers any acquisition premium costs, transition costs, or transaction cost associated with the merger. SCE&G's decision to not seek recovery of the initial capital investment in CEC was included in the determination of impairment charges recorded in 2017.

Various parties filed petitions for rehearing or reconsideration of the Merger Approval Order. On February 12, 2019, the SCPSC issued a ruling (1) finding that SCE&G was imprudent in its actions by not disclosing material information to the ORS and the SCPSC, and (2) denying the petitions for rehearing or reconsideration as to other issues raised in the various petitions. The Merger Approval Order and the ruling are subject to appeal by various parties. The Company and Consolidated SCE&G cannot predict the outcome of these matters.

Contractor Bankruptcy Proceedings and Related Uncertainties

On March 29, 2017, WEC and WECTEC, the two members of the Consortium, and certain of their affiliates filed petitions for protection under Chapter 11 of the U.S. Bankruptcy Code, citing a liquidity crisis arising from project contract losses attributable to the Nuclear Project and similar units being built for an unaffiliated company as a material factor that caused WEC and WECTEC to seek protection under the bankruptcy laws. As part of such filing, WEC and WECTEC publicly announced their inability to complete Unit 2 and Unit 3 under the terms of the EPC Contract.

On September 1, 2017, SCE&G, for itself and as agent for Santee Cooper, filed with the Bankruptcy Court Proofs of Claim for unliquidated damages against each of WEC and WECTEC. These Proofs of Claim were based upon the anticipatory repudiation and material breach by the Consortium of the EPC Contract, and asserted against WEC and WECTEC any and all claims that were based thereon or that may have been related thereto. These claims were sold to Citibank on September 27, 2017 as part of a monetization transaction discussed below. Notwithstanding the sale of the claims, SCE&G and Santee Cooper remain responsible for any claims that may be made by WEC and WECTEC against them relating to the EPC Contract.

WEC’s Reorganization Plan was confirmed by the Bankruptcy Court on March 28, 2018, and became effective August 1, 2018. In connection with the effectiveness of the Reorganization Plan, the EPC Contract was deemed rejected. Initially, WEC had projected that its Reorganization Plan would pay in full or nearly in full its pre-petition trade creditors, including several of the WEC Subcontractors which have alleged non-payment by the Consortium for amounts owed for work performed on the Nuclear Project and have filed liens on property in Fairfield County, South Carolina, where Unit 2 and Unit 3 were to be located (Unit 2/3 Property). SCE&G is contesting approximately $285 million of filed liens in Fairfield County. Most of these asserted liens are “pre-petition” claims that relate to work performed by WEC Subcontractors before the WEC bankruptcy, although some of them are “post-petition” claims arising from work performed after the WEC bankruptcy.

WEC has indicated that some unsecured creditors have sought or may seek amounts beyond what WEC allocated when it submitted the Reorganization Plan. If any unsecured creditor is successful in its attempt to include its claim as part of the class of general unsecured creditors beyond the amounts in the Reorganization Plan allocated by WEC, it is possible that the Reorganization Plan will not provide for payment in full or nearly in full to its pre-petition trade creditors. The shortfall could be significant. See also discussion below regarding limitations with respect to SCE&G’s pre-petition lien obligations arising from its monetization of the Toshiba Settlement.

SCE&G and Santee Cooper are responsible for amounts owed to WEC for valid work performed by WEC Subcontractors on the Nuclear Project after the WEC bankruptcy filing (i.e., post-petition) until termination of the IAA (the IAA Period). While SCE&G and Santee Cooper funded amounts to WEC for such IAA Period obligations on a weekly basis, SCE&G and Santee Cooper undertook a reconciliation to ensure that amounts advanced to WEC for such purposes while the IAA was in effect were paid to WEC Subcontractors. That reconciliation remains ongoing. In the WEC bankruptcy proceeding, deadlines were established for creditors of WEC (including the WEC Subcontractors on the Nuclear Project) to assert the amounts owed to such creditors prior to the WEC bankruptcy filing and during the IAA Period. Many of the WEC Subcontractors have filed such claims. SCE&G does not believe that the claims asserted related to the IAA Period will exceed the amounts previously funded for the currently asserted IAA-related claims, whether relating to claims already paid or those remaining to be paid. SCE&G intends to oppose any previously unasserted claim that is asserted against it, whether directly or indirectly by a claim through the IAA. To the extent any such claim is determined to be valid, SCE&G may be responsible for paying its 55% share thereof.

Further, some WEC Subcontractors who have made claims against WEC in the bankruptcy proceeding also filed against SCE&G and Santee Cooper in South Carolina state court for damages. The WEC Subcontractor claims in South Carolina state court include common law claims for pre-petition work, IAA Period work, and work after the termination of the IAA. Many of these claimants have also asserted construction liens against the Nuclear Project site. SCE&G also intends to oppose these claims and liens. With respect to claims of WEC Subcontractors during the IAA Period, SCE&G believes there were sufficient amounts previously funded during the IAA Period to pay such validly asserted claims. With respect to the WEC Subcontractor claims which relate to other periods, SCE&G understands that such claims will be paid pursuant to WEC’s confirmed Reorganization Plan. SCE&G further understands that the amounts paid under the plan may satisfy such claims in full. Therefore, SCE&G believes that the WEC Subcontractors may be paid substantially (and potentially in full) from WEC. While SCE&G cannot be assured that it will not have any exposure on account of unpaid WEC Subcontractor claims, which claims SCE&G is presently disputing, SCE&G believes it is unlikely that it will be required to make payments on account of such claims. To the extent any such claim is determined to be valid, SCE&G may be responsible for paying its 55% share thereof.

Toshiba Settlement and Subsequent Monetization

Payment and performance obligations under the EPC Contract are joint and several obligations of WEC and WECTEC. In 2015 Toshiba, WEC’s parent company, reaffirmed its guaranty of WEC’s payment obligations. In satisfaction of such guaranty obligations, on July 27, 2017, the Toshiba Settlement was executed under which Toshiba was to make periodic settlement payments beginning in October 2017 in the total amount of approximately $2.2 billion ($1.2 billion for SCE&G’s 55% share), subject to certain offsets for payments by WEC in bankruptcy that would have the effect of satisfying the liens discussed above and below.

In September and October 2017, proceeds totaling approximately $1.997 billion were received in full satisfaction of the Toshiba Settlement ($1.098 billion for SCE&G's 55% share). The proceeds were obtained through the receipt of a payment from Toshiba and a payment from Citibank arising from its purchase of all other scheduled payments, including amounts related to the contractor liens discussed above. The purchase agreement with Citibank provides that SCE&G and Santee Cooper (each according to its pro rata share) would indemnify Citibank for its losses arising from misrepresentations or covenant defaults under the purchase agreement. SCE&G and Santee Cooper also assigned their claims under the WEC bankruptcy process to Citibank, and agreed to use commercially reasonable efforts to cooperate with Citibank and provide reasonable support necessary for its enforcement of those claims. Proceeds received from the Toshiba Settlement are recorded as a regulatory liability on the accompanying consolidated balance sheets, as the net value of the proceeds will be credited to customer bills over 20 years (see Merger Approval Order above).

Several WEC Subcontractors have filed liens against the Unit 2/3 Property, which SCE&G is contesting. Payments under the Toshiba Settlement are subject to reduction if WEC pays WEC Subcontractors holding pre-petition liens directly. Under these circumstances, SCE&G and Santee Cooper, each in its pro rata share, would be required to make Citibank whole for reductions related to valid subcontractor and vendor pre-petition liens up to $60 million ($33 million for SCE&G's 55% share).

Regulatory, Political and Legal Developments

In connection with the abandonment of the Nuclear Project, various state and local governmental authorities have attempted and may further attempt to challenge, reverse or revoke previously-approved tax or economic development incentives, benefits or exemptions and have attempted and may further attempt to apply such actions retroactively. No assurance can be given as to the timing or outcome of these matters. See Claims and Litigation for a description of specific challenges.

In July 2018, the SCPSC issued orders implementing a June 2018 legislatively-mandated temporary reduction in revenues that could be collected by SCE&G from its electric utility customers under the BLRA and altering certain provisions previously applicable under the BLRA, including redefining the standard of care required by the associated regulations and supplying definitions of key terms that would affect the evidence required to establish SCE&G’s ability to recover its costs associated with the Nuclear Project. These orders reduced the portion of SCE&G’s retail electric rates associated with the Nuclear Project from approximately 18% of the average residential electric customer’s bill, which equates to a reduction in revenues of approximately $31 million per month, retroactive to April 1, 2018. These lower rates remained in effect until February 2019, when the new rates pursuant to the Merger Approval Order became effective.

In June 2018, SCE&G filed a lawsuit in the District Court challenging the constitutionality of the rate reductions under the BLRA. In the lawsuit, which was subsequently amended, SCE&G sought a declaration that the new laws were unconstitutional. On January 8, 2019, SCE&G voluntarily dismissed this lawsuit without prejudice.

Impairment Considerations

In 2017, the Company and Consolidated SC&G recognized pre-tax impairment losses of approximately $1.118 billion (approximately $690 million net of tax) related to the Nuclear Project. In the first quarter of 2018, the Company and Consolidated SCE&G recognized a pre-tax impairment loss of approximately $3.6 million (approximately $2.7 million net of tax) in order to further reduce to estimated fair value the carrying value of nuclear fuel which had been acquired for use in Unit 2 and Unit 3. On December 21, 2018, the SCPSC issued the Merger Approval Order which, among other things, limited recovery of capital costs related to the Nuclear Project to $2.768 billion. As a result, the Company and Consolidated SCE&G concluded that Nuclear Project capital costs exceeding the amount established in the Merger Approval Order were probable of loss, regardless of whether the SCANA Combination was completed, and recorded an impairment charge of approximately $1.372 billion (approximately $870.1 million net of tax) in the fourth quarter of 2018.

In addition, the Company and Consolidated SCE&G expect to record additional impairment charges and establish additional liabilities in the first quarter of 2019. These additional amounts arise from or are related to provisions in the Merger Approval Order and an order by the NCUC approving the SCANA Combination that required the successful consummation of the merger before they would become effective. Accordingly, the following impairment charges and liabilities are expected to be recorded by the Company and Consolidated SCE&G (unless otherwise indicated) in the first quarter of 2019:


•	A pre-tax impairment charge of approximately $105 million (approximately $79 million net of tax) related to certain assets that had been constructed in connection with the Nuclear Project that were not abandoned but were instead transferred to Unit 1.


•	A regulatory liability for refunds and restitution to electric customers of approximately $1.007 billion pre-tax (approximately $755 million net of tax).


•	A regulatory liability for refunds to natural gas customers totaling $2.45 million pre-tax (approximately $1.8 million net of tax).


•	A liability related to charitable contributions in South Carolina of approximately $22 million pre-tax (approximately $16 million net of tax). It is expected that an additional liability related to charitable contributions in North Carolina of approximately $0.7 million pre-tax (approximately $0.5 million net of tax) would be recorded by the Company.


•	A write-off of excess deferred taxes of approximately $145 million related to the regulatory liability for the monetization of guaranty settlement.

In addition, the SCPSC order approved the removal of SCE&G's investment in certain transmission assets that have not been abandoned from BLRA capital costs. As of December 31, 2018, such investment in these assets included approximately $367 million within utility plant, net and approximately $15 million within regulatory assets, which amount represents certain deferred operating costs. The SCPSC also approved deferral of certain operating costs related to the investment. Recovery of the transmission capital costs and associated deferred operating costs will be addressed in a future rate proceeding. The Company and Consolidated SCE&G believe these transmission capital and deferred operating costs are probable of recovery; however, if the SCPSC were to disallow recovery of or a reasonable return on all or a portion of them, an impairment charge equal to the disallowed costs may be required.

Claims and Litigation

Ratepayer Class Actions

In May 2018, a consolidated complaint was filed in the State Court of Common Pleas in Hampton County, South Carolina (the Hampton County Court) against SCE&G, SCANA, and the State of South Carolina (the SCE&G Ratepayer Case). In September 2018, the court certified this case as a class action. The plaintiffs allege, among other things, that SCE&G was negligent and unjustly enriched, breached alleged fiduciary and contractual duties and committed fraud and misrepresentation in failing to properly manage the Nuclear Project, and that SCE&G committed unfair trade practices and violated state anti-trust laws. The plaintiffs sought a declaratory judgment that SCE&G may not charge its customers for any past or continuing costs of the Nuclear Project, sought to have SCANA and SCE&G’s assets frozen and all monies recovered from Toshiba and other sources be placed in a constructive trust for the benefit of ratepayers and sought specific performance of the alleged implied contract to construct the Nuclear Project.

In December 2018, the judge entered an order granting preliminary approval of a class action settlement and a stay of pre-trial proceedings in the SCE&G Ratepayer Case. The settlement agreement provides that SCANA and SCE&G would establish an escrow account (the Common Benefit Fund), and proceeds from the Common Benefit Fund would be distributed to the class members, after payment of certain taxes, attorneys' fees and other expenses and administrative costs. The Common Benefit Fund would include (1) the sum of $2.0 billion, net of a credit of up to $2.0 billion in future electric bill relief, which would inure to the benefit of the Common Benefit Fund in favor of class members over a period of time established by the SCPSC in its order related to the Concurrent Dockets, (2) a cash payment of $115 million, and (3) the transfer of certain SCE&G-owned real estate or sales proceeds from the sale of such properties, which counsel for the SCE&G Ratepayer Class estimate to have an aggregate value between $60 million and $85 million. At the closing of the SCANA Combination, SCANA and SCE&G have funded this escrow account. The court has scheduled a fairness hearing on the settlement in May 2019. Any distribution from the Common Benefit Fund is subject to court approval. As a result, the Company and Consolidated SCE&G expect to reflect an approximately $157 million ($118 million after-tax) charge in the first quarter of 2019. In addition to court approval, this settlement was contingent on the consummation of the SCANA Combination, which became effective January 1, 2019. Therefore, as of December 31, 2018, no accrual for this potential loss has been included in the consolidated financial statements, but is expected to be recorded by the Company and Consolidated SCE&G in the first quarter of 2019.

In September 2017, a purported class action was filed against Santee Cooper, SCE&G, Palmetto Electric Cooperative, Inc. and Central Electric Power Cooperative, Inc. in the Hampton County Court (the Santee Cooper Ratepayer Case). The allegations are substantially similar to those in the SCE&G Ratepayer Case. The plaintiffs seek a declaratory judgment that the defendants may not charge the purported class for reimbursement for past or future costs of the Nuclear Project. In March 2018, the plaintiffs filed an amended complaint including as additional named defendants certain then current and former directors of Santee Cooper and SCANA. In June 2018, Santee Cooper filed a Notice of Petition for Original Jurisdiction with the Supreme Court of South Carolina. In December 2018, Santee Cooper filed its answer to the plaintiffs' fourth amended complaint and filed cross claims against SCE&G. These cross claims include breach of contract accompanied by a fraudulent act, gross negligence, breach of fiduciary duty, breach of contract accompanied by bad faith, waste and equitable indemnification. In January 2019, SCE&G filed a motion to dismiss Santee Cooper's cross claims or in the alternative to compel arbitration and a stay. A hearing has not been scheduled on this motion. The Company and Consolidated SCE&G cannot currently estimate the financial statement impacts of this matter, but there could be a material impact to their results of operations, financial condition and/or cash flows.

In January 2018, a purported class action was filed, and subsequently amended, against SCANA, SCE&G and certain former executive officers in the District Court. The plaintiffs allege, among other things, that SCANA, SCE&G and the individual defendants participated in an unlawful racketeering enterprise in violation of RICO and conspired to violate RICO by fraudulently inflating utility bills to generate unlawful proceeds. The SCE&G Ratepayer Case settlement described previously contemplates dismissal of claims by SCE&G ratepayers in this case against SCE&G, SCANA and their former officers. In January 2019, the plaintiffs filed an amended complaint which continues to make allegations on behalf of Santee Cooper ratepayers against SCANA, SCE&G and the individual former executive officers. The Company and Consolidated SCE&G cannot currently estimate the financial statement impacts of this matter, but there could be a material impact to their results of operations, financial condition and/or cash flows.

State Court Shareholder Actions

In September 2017, a purported shareholder derivative action was filed against certain former executive officers and directors of SCANA in the State Court of Common Pleas in Richland County, South Carolina (the Richland County Court). In September 2018, this action was consolidated with another action in the Business Court Pilot Program in Richland County. The plaintiffs allege, among other things, that the defendants breached their fiduciary duties to shareholders by their gross mismanagement of the Nuclear Project, and that certain of the defendants were unjustly enriched by bonuses they were paid in connection with the project. The defendants have filed a motion to dismiss the consolidated action in favor of the pending federal derivative action. On January 7, 2019, the defendants filed a motion for judgment on the pleadings, asserting the shareholders in this action lost standing to assert derivative claims as a result of the SCANA Combination. These motions are pending. The Company and Consolidated SCE&G cannot currently estimate the financial statement impacts of this matter, but there could be a material impact to their results of operations, financial condition and/or cash flows.

In January 2018, a purported class action was filed against SCANA, Dominion Energy and certain former executive officers and directors in the State Court of Common Pleas in Lexington County, South Carolina (the City of Warren Lawsuit). The plaintiff alleges, among other things, that defendants violated their fiduciary duties to shareholders by executing a merger agreement that would unfairly deprive plaintiffs of the true value of their SCANA stock, and that Dominion Energy aided and abetted these actions. Among other remedies, the plaintiff seeks to enjoin and/or rescind the merger. In February 2018, Dominion Energy removed the case to the District Court and filed a Motion to Dismiss in March 2018. In June 2018, the case was remanded back to the State Court of Common Pleas in Lexington County, South Carolina. Dominion Energy appealed the decision to remand to the Court of Appeals, where the appeal has been consolidated with a similar appeal and remains pending. Motions to stay and to consolidate this case are being held in abeyance. The Company and Consolidated SCE&G cannot currently estimate the financial statement impacts of this matter, but there could be a material impact to their results of operations, financial condition and/or cash flows.

In February 2018, a purported class action was filed against certain former executive officers and directors of SCANA and SCE&G and Dominion Energy in the Richland County Court. The allegations made and the relief sought by the plaintiffs are substantially similar to that described for the City of Warren Lawsuit. In February 2018, Dominion Energy removed the case to the District Court and filed a Motion to Dismiss in March 2018. In August 2018, the case was remanded back to the Richland County Court. Dominion Energy appealed the decision to remand to the Court of Appeals, where the appeal has been consolidated with the City of Warren Lawsuit. The Company and Consolidated SCE&G cannot currently estimate the financial statement impacts of this matter, but there could be a material impact to their results of operations, financial condition and/or cash flows.

Federal Court Shareholder Actions

In November 2017, a purported shareholder derivative action was filed against SCANA and certain former executive officers and directors in the District Court. Another purported shareholder derivative action was filed against nearly all of these defendants. In January 2018, the District Court consolidated these suits, and the plaintiffs filed a consolidated amended complaint. The plaintiffs allege, among other things, that the defendants violated their fiduciary duties to shareholders by disseminating false and misleading information about the Nuclear Project, failing to maintain proper internal controls, failing to properly oversee and manage SCANA and that the individual defendants were unjustly enriched in their compensation. In June 2018, the court denied the defendants' motions to dismiss and in October 2018, the court denied SCANA's motion to stay all proceedings pending investigation by a Special Litigation Committee of its Board of Directors, with leave to refile after the SCPSC's decision on the merger between Dominion Energy and SCANA. On January 7, 2019, the defendants filed a motion for judgment on the pleadings, asserting the shareholders in this action lost standing to assert derivative claims as a result of the SCANA Combination. This motion is pending. The Company and Consolidated SCE&G cannot currently estimate the financial statement impacts of this matter, but there could be a material impact to their results of operations, financial condition and/or cash flows.

In September 2017, a purported class action was filed against SCANA and certain former executive officers in the District Court. Subsequent additional purported class actions were separately filed against all or nearly all of these defendants. In January 2018, the District Court consolidated these suits, and the plaintiffs filed a consolidated amended complaint in March 2018. The plaintiffs allege, among other things, that the defendants violated §10(b) of the Exchange Act and Rule 10b-5 promulgated thereunder, and that the individually named defendants are liable under §20(a) of the Exchange Act. The defendants' motions to dismiss are pending. The Company and Consolidated SCE&G cannot currently estimate the financial statement impacts of this matter, but there could be a material impact to their results of operations, financial condition and/or cash flows.

Employment Class Action and Indemnification

In July 2018, a case filed in the District Court was certified as a class action on behalf of persons who formerly worked at the Nuclear Project. The plaintiffs allege, among other things, that SCANA, Fluor Corporation and Fluor Enterprises, Inc. violated the WARN Act in connection with the decision to stop construction at the Nuclear Project. The plaintiffs allege that the defendants failed to provide adequate advance written notice of their terminations of employment. While SCANA and SCE&G intend to contest this case, it is reasonably possible that a loss estimated to be as much as $75 million could be incurred, of which SCE&G's proportionate share as a co-owner of the Nuclear Project would be 55%. This potential loss could arise due to the Fluor Defendants seeking indemnification from SCE&G.

In September 2018, a case was filed in the State Court of Common Pleas in Fairfield County, South Carolina (the Fairfield County Court) by the Fluor Defendants against SCE&G and Santee Cooper. The Fluor Defendants make claims for indemnification, breach of contract and promissory estoppel arising from, among other things, the defendants' alleged failure and refusal to defend and indemnify the Fluor Defendants in the aforementioned case. The Company and Consolidated SCE&G cannot currently estimate the financial statement impacts of these cases, but there could be a material impact to their results of operations, financial condition and/or cash flows.

FILOT Litigation

In November 2017, Fairfield County filed a complaint and a motion for temporary injunction against SCE&G in the Fairfield County Court. The complaint makes allegations of breach of contract, fraud, negligent misrepresentation, breach of fiduciary duty and unfair trade practices related to SCE&G’s termination of the FILOT agreement between SCE&G and Fairfield County related to the Nuclear Project. The plaintiff withdrew the motion for temporary injunction in December 2017. This case is pending. The Company and Consolidated SCE&G are currently unable to make an estimate of the potential impacts to their respective consolidated financial statements related to this matter.

Other Proceedings and Investigations

In June 2018, SCE&G received a notice of proposed assessment of approximately $410 million, excluding interest, from the DOR following its audit of SCE&G's sales and use tax returns for the periods September 1, 2008 through December 31, 2017. The proposed assessment, which includes 100% of the Nuclear Project, is based on the DOR’s position that SCE&G’s sales and use tax exemption for the Nuclear Project does not apply because the facility will not become operational. SCE&G has protested the proposed assessment, which remains pending, and recorded an $11 million liability in its Consolidated Balance Sheet as of December 31, 2018 for its share of any taxes ultimately due.

On December 29, 2018, arbitration proceedings commenced between SCE&G and Cameco Corporation (Cameco) related to a supply agreement dated May 12, 2008. This agreement provides the terms and conditions under which SCE&G agreed to purchase uranium hexafluoride from Cameco over a period from 2010 to 2020. Cameco alleges that SCE&G violated this agreement by failing to purchase the stated quantities of uranium hexafluoride for 2017 and 2018 delivery years. SCE&G denies that it is in breach of the agreement and believes that it has reduced its purchase quantity within the terms of the agreement. The Company and Consolidated SCE&G cannot determine the outcome or timing of this matter.

In 2017 the Company was served with subpoenas issued by the United States Attorney’s Office for the District of South Carolina and the staff of the SEC's Division of Enforcement seeking documents relating to the Nuclear Project. Also, SLED is conducting a criminal investigation into the handling of the Nuclear Project by SCANA and SCE&G. These investigations are ongoing, and the Company and Consolidated SCE&G intend to fully cooperate with them.

While the Company and Consolidated SCE&G intend to vigorously contest the lawsuits, claims, and audit positions which have been filed or initiated against them, except as noted above, they cannot predict the timing or outcome of these matters or others that may arise, and adverse outcomes from some of these matters would not be covered by insurance. Except as noted above, the various claims for damages do not specify an amount for those damages, and the number of plaintiffs that are ultimately certified in any class action lawsuit is unknown. In addition, most of the cases referred to above are in their early stages. For these reasons, the Company and Consolidated SCE&G (i) have not determined that a loss is probable and (ii) except as noted above, cannot provide any estimate or range of potential loss for these matters at this time. Therefore, no accrual for these potential losses has been included in the consolidated financial statements. However, outcomes could have a material adverse impact on the Company's and Consolidated SCE&G's results of operations, cash flows and financial condition.

The Company and Consolidated SCE&G are subject to various other claims and litigation incidental to their business operations which management anticipates will be resolved without a material impact on the Company's and Consolidated SCE&G's results of operations, cash flows or financial condition.

Nuclear Insurance

Under Price-Anderson, SCE&G (for itself and on behalf of Santee-Cooper) maintains agreements of indemnity with the NRC that, together with private insurance, cover third-party liability arising from any nuclear incident occurring at Unit 1. Price-Anderson provides funds up to $14.0 billion for public liability claims that could arise from a single nuclear incident. Each nuclear plant is insured against this liability to a maximum of $450 million by ANI with the remaining coverage provided by a mandatory program of deferred premiums that could be assessed, after a nuclear incident, against all owners of commercial nuclear reactors. Each reactor licensee is liable for up to $137.7 million per reactor owned for each nuclear incident occurring at any reactor in the United States, provided that not more than $20.5 million of the liability per reactor would be assessed per year. SCE&G’s maximum assessment, based on its two-thirds ownership of Unit 1, would be $91.8 million per incident, but not more than $13.7 million per year. Both the maximum assessment per reactor and the maximum yearly assessment are adjusted for inflation at least every five years.

SCE&G currently maintains insurance policies (for itself and on behalf of Santee Cooper) with NEIL. The policies provide coverage to Unit 1 for property damage and outage costs up to $2.75 billion resulting from an event of nuclear origin and up to $2.33 billion resulting from an event of a non-nuclear origin. The NEIL policies in aggregate, are subject to a maximum loss of $2.75 billion for any single loss occurrence. The NEIL policies 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 $23.4 million. SCE&G currently maintains an excess property insurance policy (for itself and on behalf of Santee Cooper) with EMANI. The policy provides coverage to Unit 1 for property damage and outage costs up to $415 million resulting from an event of a non-nuclear origin. The EMANI policy permits 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 $2.0 million.

To the extent that insurable claims for property damage, decontamination, repair and replacement and other costs and expenses arising from an incident at Unit 1 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 or other incident. However, if such an incident were to occur, it likely would have a material impact on the Company’s and Consolidated SCE&G's results of operations, cash flows and financial position.

Environmental

The Company's operations are subject to extensive regulation by various federal and state authorities in the areas of air quality, water quality, control of toxic substances and hazardous and solid wastes. Applicable statutes and rules include the CAA, CWA, Nuclear Waste Act and CERCLA, among others. In many cases, regulations proposed by such authorities could have a significant impact on the Company's and Consolidated SCE&G's financial condition, results of operations and cash flows. In addition, the Company and Consolidated SCE&G often cannot predict what conditions or requirements will be imposed by regulatory or legislative proposals. To the extent that compliance with environmental regulations or legislation results in capital expenditures or operating costs, the Company and Consolidated SCE&G expect to recover such expenditures and costs through existing ratemaking provisions.

From a regulatory perspective, SCANA, SCE&G and GENCO continually monitor and evaluate their current and projected emission levels and strive to comply with all state and federal regulations regarding those emissions. SCE&G and GENCO participate in the SO₂and NO_X emission allowance programs with respect to coal plant emissions and also have constructed additional pollution control equipment at their coal-fired electric generating plants. These actions are expected to address many of the rules and regulations discussed herein.

In August 2015, the EPA issued a revised standard for new power plants by re-proposing NSPS under the CAA for emissions of CO₂from newly constructed fossil fuel-fired units. The final rule required all new coal-fired power plants to meet a carbon emission rate of 1,400 pounds CO₂per MWh and new natural gas units to meet 1,000 pounds CO₂per MWh. In December 2018, the EPA proposed to revise the standard for newly constructed large coal-fired units to 1,900 pounds of CO₂ per MWh and for small units to 2,000 pounds CO₂per MWh. The Company and Consolidated SCE&G are monitoring the proposed rule, but do not plan to construct new coal-fired units in the foreseeable future.

On August 3, 2015, the EPA issued its final rule on emission guidelines for states to follow in developing plans to address GHG emissions from existing units. The CPP rule included state-specific goals for reducing national CO₂ emissions by 32% from 2005 levels by 2030 and established a phased-in compliance approach beginning in 2022. The rule gave each state from one to three years to issue its SIP, which would ultimately define the specific compliance methodology that would be applied to existing units in that state. On February 9, 2016, the Supreme Court stayed the rule pending disposition of a petition of review of the rule in the Court of Appeals. As a result of an Executive Order on March 28, 2017, the EPA placed the rule under review and the Court of Appeals agreed to hold the case in abeyance. On October 10, 2017, the Administrator of the EPA signed a notice proposing to repeal the rule on the grounds that it exceeds the EPA's statutory authority. The Company and Consolidated SCE&G expect any costs incurred to comply with such rule to be recoverable through rates.

On August 21, 2018, the EPA proposed the ACE rule which would replace the CPP. If implemented, the proposed ACE rule would define the “best system of emission reduction” for GHG emissions from existing power plants as on-site, heat-rate efficiency improvements; provide states with a list of “candidate technologies” that can be used to establish standards of performance and incorporated into their state plans; update the EPA’s NSR permitting program to incentivize efficiency improvements at existing power plants; and align CAA section 111(d) general implementing regulations to give states adequate time and flexibility to develop their state plans. The Company and Consolidated SCE&G are currently evaluating the ACE rule for potential impact at their coal fired units and expect any costs incurred to comply with such rule to be recoverable through rates.

In July 2011, the EPA issued the CSAPR to reduce emissions of SO₂and NO_X from power plants in the eastern half of the United States. The CSAPR replaces the CAIR and requires a total of 28 states to reduce annual SO₂ emissions and annual and ozone season NO_X emissions to assist in attaining the ozone and fine particle NAAQS. The rule establishes an emissions cap for SO₂and NO_X and limits the trading for emission allowances by separating affected states into two groups with no trading between the groups. The State of South Carolina has chosen to remain in the CSAPR program, even though recent court rulings exempted the state. This allows the state to remain compliant with regional haze standards. Air quality control installations that SCE&G and GENCO have already completed have positioned them to comply with the existing allowances set by the CSAPR. Any costs incurred to comply with CSAPR are expected to be recoverable through rates.

In April 2012, the EPA's MATS rule containing new standards for mercury and other specified air pollutants became effective. The MATS rule has been the subject of ongoing litigation even while it remains in effect. Rulings on this litigation are not expected to have an impact on SCE&G or GENCO due to plant retirements, conversions, and enhancements. SCE&G and GENCO are in compliance with the MATS rule and expect to remain in compliance.

The CWA provides for the imposition of effluent limitations that require treatment for wastewater discharges. Under the CWA, compliance with applicable limitations is achieved under state-issued NPDES permits such that, as a facility’s NPDES permit is renewed, any new effluent limitations would be incorporated. The ELG Rule became effective on January 4, 2016, after which state regulators could modify facility NPDES permits to match more restrictive standards, which would require facilities to retrofit with new wastewater treatment technologies. Compliance dates varied by type of wastewater, and some were based on a facility's five-year permit cycle and thus could range from 2018 to 2023. However, the ELG Rule is under reconsideration by the EPA and has been stayed administratively. The EPA has decided to conduct a new rulemaking that could result in revisions to certain flue gas desulfurization wastewater and bottom ash transport water requirements in the ELG Rule. Accordingly, in September 2017 the EPA finalized a rule that resets compliance dates under the ELG Rule to a range from November 1, 2020 to December 31, 2023. The EPA indicates that the new rulemaking process may take up to three years to complete, such that any revisions to the ELG Rule likely would not be final until the summer of 2020. While the Company and Consolidated SCE&G expect that wastewater treatment technology retrofits will be required at Williams and Wateree Stations, any costs incurred to comply with the ELG Rule are expected to be recoverable through rates.

The CWA Section 316(b) Existing Facilities Rule became effective in October 2014. This rule establishes national requirements for the location, design, construction and capacity of cooling water intake structures at existing facilities that reflect the best technology available for minimizing the adverse environmental impacts of impingement and entrainment. SCE&G and GENCO are conducting studies and implementing plans as required by the rule to determine appropriate intake structure modifications to ensure compliance with this rule. Any costs incurred to comply with this rule are expected to be recoverable through rates.

The EPA's final rule for CCR became effective in the fourth quarter of 2015. This rule regulates CCR as a non-hazardous waste under Subtitle D of the Resource Conservation and Recovery Act and imposes certain requirements on ash storage ponds and other CCR management facilities at certain of SCE&G's and GENCO's coal-fired generating facilities. An August 2018 decision by the United States Court of Appeals for the District of Columbia also imposed the rule requirements on CCR ponds at a former generation site owned by SCE&G. SCE&G and GENCO have already closed or have begun the process of closure of all of their ash storage ponds and have previously recognized AROs for such ash storage ponds under existing requirements. The Company and Consolidated SCE&G do not expect the incremental compliance costs associated with this rule to be significant and expect to recover such costs in future rates.

In December 2016, the U.S. Congress passed and the President signed legislation that creates a framework for EPA- approved state CCR permit programs. Under this legislation, an approved state CCR permit program functions in lieu of the self-implementing Federal CCR rule. The legislation allows states more flexibility in developing permit programs to implement the environmental criteria in the CCR rule. In August 2017, the EPA issued interim guidance outlining the framework for state CCR program approval. The EPA has enforcement authority until state programs are approved. The EPA and states with approved programs both will have authority to enforce CCR requirements under their respective rules and programs. To date, South Carolina has not begun drafting a CCR rule.

The Nuclear Waste Act required that the United States government accept and permanently dispose of high-level radioactive waste and spent nuclear fuel by January 31, 1998, and it imposed on utilities the primary responsibility for storage of their spent nuclear fuel until the repository is available. SCE&G entered into a Standard Contract for Disposal of Spent Nuclear Fuel and/or High-Level Radioactive Waste with the DOE in 1983. As of December 31, 2018, the federal government has not accepted any spent fuel from Unit 1, and it remains unclear when the repository may become available. SCE&G has constructed an independent spent fuel storage installation to accommodate the spent nuclear fuel output for the life of Unit 1. SCE&G may evaluate other technology as it becomes available.

The provisions of CERCLA authorize the EPA to require the clean-up of hazardous waste sites. The states of South Carolina and North Carolina have similar laws. The Company maintains an environmental assessment program to identify and evaluate current and former operations sites that could require clean-up. In addition, regulators from the EPA and other federal or state agencies periodically notify the Company that it may be required to perform or participate in the investigation and remediation of a hazardous waste site. As site assessments are initiated, estimates are made of the amount of expenditures, if any, deemed necessary to investigate and remediate each site. These estimates are refined as additional information becomes available; therefore, actual expenditures may differ significantly from the original estimates. Amounts estimated and accrued to date for site assessments and clean-up relate solely to regulated operations. Such amounts are recorded in regulatory assets and amortized, with recovery provided through rates.

SCE&G is responsible for four decommissioned MGP sites in South Carolina which contain residues of by-product chemicals. These sites are in various stages of investigation, remediation and monitoring under work plans approved by or under review by DHEC and the EPA. SCE&G anticipates that major remediation activities at all these sites will continue at least through 2020 and will cost an additional $9.5 million. In September 2018, SCE&G submitted an updated remediation work plan for one site (Congaree River) to DHEC which, if approved and subsequently permitted by the USACE, would increase remediation cost for that site by approximately $8 million. DHEC is considering a revised remedy under a MRA but has not issued its direction or approval. SCE&G cannot predict if or when DHEC and the USACE may approve or issue permits for this work to proceed. Major remediation activities are accrued in Other within Deferred Credits and Other Liabilities on the consolidated balance sheets. SCE&G expects to recover any cost arising from the remediation of MGP sites through rates. At December 31, 2018, deferred amounts, net of amounts previously recovered through rates and insurance settlements, totaled $23.3 million and are included in regulatory assets.

Operating Lease Commitments

The Company and Consolidated SCE&G are obligated under various operating leases for land, office space, furniture, equipment, rail cars, and for the Company, airplanes. Leases expire at various dates through 2057.



	Rent Expense						Future Minimum Rental Payments
Millions of dollars	2016		2017		2018		2019		2020		2021		2022		2023		Thereafter
The Company	$	10.2	$	10	$	9.7	$	10	$	8	$	7	$	6	$	4	$	30
Consolidated SCE&G	12.2		11.4		10.2		3		2		1		1		—		16

Guarantees, Surety Bonds and Letters of Credit

SCANA has issued guarantees on behalf of its consolidated subsidiaries to facilitate commercial transactions with third parties. These guarantees are in the form of performance guarantees, primarily for the purchase and transportation of natural gas, and credit support for certain tax-exempt bond issues. SCANA is not required to recognize a liability for such guarantees unless it becomes probable that performance under the guarantees will be required. SCANA believes the likelihood that it would be required to perform or otherwise incur any losses associated with these guarantees is not probable; therefore, no liability for these guarantees has been recognized. To the extent that a liability subject to a guarantee has been incurred, the liability is included in the consolidated financial statements. At December 31, 2018, the maximum future payments (undiscounted) that SCANA could be required to make under guarantees totaled approximately $444.6 million.

At December 31, 2018, SCE&G had purchased a $100.4 million surety bond to facilitate commercial transactions with Dominion Energy Carolina Gas Transmission LLC, which became an affiliate in connection with the SCANA Combination. Under the terms of the surety bond, SCE&G is obligated to indemnify the surety bond company for any amounts paid. Further, the Company had authorized the issuance of letters of credit by financial institutions of approximately $80.4 million, including approximately $39.3 million by Consolidated SCE&G, primarily to facilitate commercial transactions and to provide credit support for certain tax-exempt bond issues. Certain of these letters of credit are supported by lines of credit and are discussed in Note 5.

Asset Retirement Obligations

A liability for the present value of an ARO is recognized when incurred if the liability can be reasonably estimated. Uncertainty about the timing or method of settlement of a conditional ARO is factored into the measurement of the liability when sufficient information exists, but such uncertainty is not a basis upon which to avoid liability recognition.

The legal obligations associated with the retirement of long-lived tangible assets that result from their acquisition, construction, development and normal operation relate primarily to the Company’s regulated utility operations. As of December 31, 2018, the Company and Consolidated SCE&G have recorded AROs of approximately $218 million for nuclear plant decommissioning (see Note 1). In addition, the Company has recorded AROs of approximately $359 million, including $323 million for Consolidated SCE&G, for other conditional obligations primarily related to other generation, transmission and distribution properties, including gas pipelines. All of the amounts recorded are based upon estimates which are subject to varying degrees of precision, particularly since such payments will be made many years in the future.

A reconciliation of the beginning and ending aggregate carrying amount of AROs is as follows:



	The Company						Consolidated SCE&G
Millions of dollars	2018			2017			2018			2017
Beginning balance	$	568		$	558		$	529		$	522
Liabilities incurred	—			—			—			—
Liabilities settled	(15		)	(10		)	(15		)	(9		)
Accretion expense	25			25			23			23
Revisions in estimated cash flows	(1		)	(5		)	4			(7		)
Ending balance	$	577		$	568		$	541		$	529

Revisions in estimated cash flows in 2018 and 2017 primarily related to ash pond retirement obligations settled and updates in the anticipated timing of cash flows as work is completed.

SCE&G

Commitment [Line Items]