SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED] For the fiscal year ended December 31, 1993 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) 748-3000 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. [ ] State the aggregate market value of the voting stock held by non-affiliates of the registrant. The aggregate market value shall be computed by reference to the price at which the stock was sold, or the average bid and asked prices of such stock, as of a specified date within 60 days prior to the date of filing. (See definition of affiliate in Rule 405.) Note: If a determination as to whether a particular person or entity is an affiliate cannot be made without involving unreasonable effort and expense, the aggregate market value of the common stock held by non-affiliates may be calculated on the basis of assumptions reasonable under the circumstances, provided that the assumptions are set forth in this form. The aggregate market value of the voting stock held by nonaffiliates of the registrant was $2,150,844,925 at February 28, 1994 based on the closing price of the Common Stock on such date, as reported by the New York Stock Exchange composite tape in The Wall Street Journal. APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS: Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes No (APPLICABLE ONLY TO CORPORATE REGISTRANTS) Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date. The total number of shares of the registrant's Common Stock, no par value, outstanding at February 28, 1994 was 46,884,903. DOCUMENTS INCORPORATED BY REFERENCE. List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) any annual report to security-holders; (2) any proxy or information statement; and (3) any prospectus filed pursuant to Rule 424(b) or (c) under the Securities Act of 1933. The listed documents should be clearly described for identification purposes (e.g., annual report to security-holders for fiscal year ended December 24, 1980). (1) Specified sections of the Registrant's 1994 Proxy Statement, dated March 22, 1994, in connection with its 1994 Annual Meeting of Stockholders, are incorporated by reference in Part III hereof. 2 TABLE OF CONTENTS Page DEFINITIONS ....................................................... 4 PART I Item 1. Business ............................................ 5 Item 2. Properties .......................................... 20 Item 3. Legal Proceedings ................................... 23 Item 4. Submission of Matters to a Vote of Security Holders ................................... 23 Corporate Structure........................................... 24 Executive Officers of the Registrant.......................... 25 PART II Item 5. Market for Registrant's Common Stock and Related Security Holder Matters ................ 26 Item 6. Selected Financial Data ............................. 27 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations....... 29 Item 8. Financial Statements and Supplementary Data ......... 38 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure ............. 72 PART III Item 10. Directors and Executive Officers of the Registrant ......................................... 72 Item 11. Executive Compensation .............................. 72 Item 12. Security Ownership of Certain Beneficial Owners and Management .............................. 72 Item 13. Certain Relationships and Related Transactions ...... 72 PART IV Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K ............................ 73 SIGNATURES......................................................... 74 3 DEFINITIONS The following abbreviations used in the text have the meaning set forth below unless the context requires otherwise: ABBREVIATION TERM AFC......................... Allowance for Funds Used During Construction BTU......................... British Thermal Unit Circuit Court............... South Carolina Circuit Court Clean Air Act............... Clean Air Act Amendments of 1990 Company..................... SCANA Corporation and its subsidiaries Consumer Advocate........... Consumer Advocate of South Carolina Dekatherm................... 1 million BTUs Development Corporation..... SCANA Development Corporation DHEC........................ South Carolina Department of Health and Environmental Control DOE......................... United States Department of Energy DRP......................... SCANA Corporation Dividend Reinvestment and Stock Purchase Plan EPA......................... United States Environmental Protection Agency FERC........................ United States Federal Energy Regulatory Commission Fuel Company................ South Carolina Fuel Company, Inc. GENCO....................... South Carolina Generating Company, Inc. Hydrocarbons.................SCANA Hydrocarbons, Inc. KVA......................... Kilovolt-ampere KW.......................... Kilowatt KWH......................... Kilowatt-hour LNG......................... Liquefied Natural Gas MCF......................... Thousand Cubic Feet MW.......................... Megawatt NEPA........................ National Energy Policy Act of 1992 NRC......................... United States Nuclear Regulatory Commission Peoples..................... Peoples Natural Gas Company of South Carolina Petroleum Resources......... SCANA Petroleum Resources, Inc. Pipeline Corporation........ South Carolina Pipeline Corporation PSA......................... The South Carolina Public Service Authority PSC......................... The Public Service Commission of South Carolina PUHCA....................... Public Utility Holding Company Act of 1935 SCANA....................... SCANA Corporation, the parent company SCE&G....................... South Carolina Electric & Gas Company SEC......................... United States Securities and Exchange Commission Southern Natural............ Southern Natural Gas Company SPSP........................ SCANA Corporation Stock Purchase-Savings Plan Suburban.................... Suburban Propane Group, Inc. Summer Station.............. V. C. Summer Nuclear Station Supreme Court............... South Carolina Supreme Court Transco..................... Transcontinental Gas Pipe Line Corporation Westinghouse................ Westinghouse Electric Corporation Williams Station............ A. M. Williams coal-fired, electric generating station owned by GENCO 4 PART I ITEM 1. BUSINESS THE COMPANY ORGANIZATION SCANA, a South Carolina corporation having general business powers, was incorporated on October 10, 1984 and is a public utility holding company within the meaning of PUHCA but is presently exempt from registration under such Act (see Regulation). SCANA has its principal executive office at 1426 Main Street, Columbia, South Carolina 29201, telephone number (803) 748-3000. SCANA holds all the capital stock of each of its subsidiaries except for the Preferred Stock of SCE&G and the capital stock of SCANA's indirect, wholly owned subsidiaries which are not material individually or in the aggregate. SCANA and its subsidiaries had 4,788 full-time, permanent employees as of December 31, 1993 as compared to 4,849 full-time, permanent employees as of December 31, 1992. SEGMENTS OF BUSINESS SCANA neither owns nor operates any physical properties. It currently has 11 direct, wholly owned subsidiaries which are engaged in the functionally distinct operations described below. Regulated Utilities The Company's principal subsidiary, SCE&G, is a regulated public utility engaged in the generation, transmission, distribution and sale of electricity and in the purchase and sale, primarily at retail, of natural gas in South Carolina. SCE&G also renders urban bus service in the metropolitan areas of Columbia and Charleston, South Carolina. SCE&G's business is subject to seasonal fluctuations. Generally, sales of electricity are higher during the summer and winter months because of air-conditioning and heating requirements, and sales of natural gas are greater in the winter months due to its use for heating requirements. SCE&G's electric service area extends into 24 counties covering more than 15,000 square miles in the central, southern and southwestern portions of South Carolina. The service area for natural gas encompasses all or part of 29 of the 46 counties in South Carolina and covers more than 19,000 square miles. Total estimated population of counties representing the combined service area is approximately 2.3 million. The predominant industries in the territories served by SCE&G include: synthetic fibers; chemicals and allied products; fiberglass and fiberglass products; paper and wood products; metal fabrication; stone, clay and sand mining and processing; and various textile-related products. GENCO owns and operates Williams Station and sells electricity solely to SCE&G. Fuel Company acquires, owns and provides financing for SCE&G's nuclear and fossil fuel requirements. Pipeline Corporation is engaged in the purchase, transmission and sale of natural gas on a wholesale basis to distribution companies and directly to industrial customers in 39 counties throughout South Carolina. Pipeline Corporation owns LNG liquefaction and storage facilities. It also supplies the natural gas for SCE&G's gas distribution system. Other resale customers include municipalities and county gas authorities and gas utilities. The industrial customers of Pipeline Corporation are primarily engaged in the manufacturing or processing of ceramics, paper, metal, food and textiles. 5 Nonregulated Businesses Petroleum Resources owns and operates oil and gas producing properties with net proven reserves in 16 states and Federal waters offshore Texas and Louisiana. Hydrocarbons markets natural gas and light hydrocarbons. It also owns and operates an 80 million gallon underground propane storage cavern near York, South Carolina and a 62 mile, six-inch propane pipeline that connects the cavern facility with Dixie Pipeline Company near Bethune, South Carolina. The cavern leases storage space to industries, utilities and propane suppliers. Hydrocarbons also owns and operates the Wilburton Gathering System in Oklahoma. Suburban purchases, delivers and sells propane. In 1993 Suburban sold approximately 20 million gallons of propane and had approximately 31,400 residential, commercial and industrial customers at year end. MPX Systems, Inc. is involved in telecommunication related ventures providing fiber optic telecommunications, video conferencing and specialized mobile radio services. Having installed over 600 miles of fiber optic cable in South Carolina, Georgia and Alabama, the company has recently turned its efforts toward video conferencing and the establishment of a Specialized Mobile Radio system in South Carolina. Both new ventures capitalize on the fiber infrastructure in place and provide for expansion of the network. Development Corporation is engaged in the development, management and sale of real estate. In January 1994 SCANA signed an agreement to sell in 1994 substantially all of the real estate assets of Development Corporation to Liberty Properties Group, Inc. of Greenville, South Carolina for $91.5 million. On March 4, 1994 the Company and Liberty amended the agreement regarding the sale. Under the terms of the amended agreement certain projects currently under construction will be excluded from the transaction and the sales price will be $49.6 million. All of the sales price will be received at the time of closing. The transaction will not have a material impact on the Company's financial position or results of operation. Primesouth, Inc. is engaged in power plant management and maintenance services. SCANA Capital Resources, Inc. has provided equity capital for diversified investments. Information with respect to major segments of business for the years ended December 31, 1993, 1992 and 1991 is contained in Note 11 of the Notes to Consolidated Financial Statements and all such information is incorporated herein by reference. CAPITAL REQUIREMENTS AND FINANCING PROGRAM Capital Requirements The cash requirements of the Company arise primarily from SCE&G's operational needs, the Company's construction program and the need to fund the activities or investments of the Company's nonregulated subsidiaries. The ability of the Company's regulated subsidiaries to replace existing plant investment, as well as to expand to meet future demand for electricity and gas, will depend upon their ability to attract the necessary financial capital on reasonable terms. The Company's regulated subsidiaries recover the costs of providing services through rates charged to customers. Rates for regulated services are generally based on historical costs. As customer growth and inflation occur and the regulated subsidiaries expand their construction programs, it is necessary to seek increases in rates. As a result the Company's future financial position and results of operations will be affected by the regulated subsidiaries' ability to obtain adequate and timely rate relief. As discussed in Note 2A of Notes to Consolidated Financial Statements, on June 7, 1993 the PSC issued an order granting SCE&G a 7.4% annual increase in retail electric rates to be implemented in two phases of $42.0 million annually effective June 1993 and $18.5 million annually effective June 1994, based on a test year. 6 During 1994 the Company is expected to meet its capital requirements principally through internally generated funds (approximately 38% excluding dividends), sales of additional shares of common stock including sales pursuant to the DRP and SPSP, and the issuance and sale of debt securities. Short-term liquidity is expected to be provided by issuance of commercial paper. The timing and amount of such sales and the type of securities to be sold will depend upon market conditions and other factors. The Company's estimates of its cash requirements for construction (excluding potential oil and gas investments) and nuclear fuel expenditures, which are subject to continuing review and adjustment, for 1994 and the four-year period 1995-1998 as now scheduled are as follows: Type of Facilities 1994 1995-1998 (Thousands of Dollars) South Carolina Electric & Gas Company: Electric Plant: Generation . . . . . . . . . . . . . . $245,037 $ 539,180 Transmission . . . . . . . . . . . . . 21,230 94,177 Distribution . . . . . . . . . . . . . 58,178 295,523 Other. . . . . . . . . . . . . . . . . 12,815 42,975 Nuclear Fuel. . . . . . . . . . . . . . . 28,064 84,770 Gas . . . . . . . . . . . . . . . . . . . 15,814 62,276 Transit . . . . . . . . . . . . . . . . . 422 749 Common . . . . . . . . . . . . . . . . . 30,650 54,715 Nonutility . . . . . . . . . . . . . . . 139 545 Total . . . . . . . . . . . . . . . . . 412,349 1,174,910 Other Companies Combined. . . . . . . . . . 121,725 416,523 Total . . . . . . . . . . . $534,074 $1,591,433 The above estimates exclude AFC. Construction The Company's cost estimates for its construction program for the periods 1994 and 1995-1998 shown in the above table include costs of the projects described below. SCE&G entered into a contract with Duke/Fluor Daniel in 1991 to design, engineer and build a 385 MW coal-fired electric generating plant near Cope, South Carolina in Orangeburg County. Construction of the plant began in November 1992 with commercial operation expected in late 1995 or early 1996. The estimated price of the Cope plant, excluding financing costs and AFC but including an allowance for escalation, is $450 million. In addition, the transmission lines for interconnection with SCE&G's system are expected to cost $26 million. The steam generators at Summer Station will be replaced during the 1994 regularly scheduled refueling outage. In January 1994 SCE&G, acting on behalf of itself and the PSA (as co-owners of the 885 Megawatt Summer Station), reached a settlement with Westinghouse Electric Corporation (Westinghouse) resolving a dispute involving steam generators provide by Westinghouse to Summer Station which are defective in design, workmanship and materials. Terms of the settlement are confidential by agreement of the parties and order of the court. SCE&G had filed an action in May 1990 against Westinghouse in the U. S. District Court for South Carolina; an order dismissing this suit was issued on January 12, 1994. Pipeline Corporation completed construction in 1993 of an LNG facility near Sally, South Carolina at a price of $23.5 million. The facility will store up to 900,000 MCF of LNG. During 1993 SCE&G and GENCO expended approximately $24 million as part of a program to extend the operating lives of certain generating facilities. Additional improvements to be made under the program during 1994 are estimated to cost approximately $22 million. 7 Additional Capital Requirements In addition to the Company's capital requirements for 1994 described above, $25.6 million will be required for refunding and retiring outstanding securities and obligations. For the years 1995-1998, the Company has an aggregate of $255.8 million of long-term debt maturing (including approximately $43.9 million for sinking fund requirements, of which $43.5 million may be satisfied by deposit and cancellation of bonds issued upon the basis of property additions or bond retirement credits) and $9.9 million of purchase or sinking fund requirements for preferred stock. Actual 1994 expenditures may vary from the estimates set forth above due to factors such as inflation, economic conditions, regulation, legislation, rates of load growth, environmental protection standards and the cost and availability of capital. Financing Program The Company has in effect a medium-term note program for the issuance from time to time of unsecured medium-term debt securities. The proceeds from the sales of these securities may be used to fund additional business activities in nonutility subsidiaries, to reduce short-term debt incurred in connection therewith or for general corporate purposes. In 1993 the Company issued $60 million of such medium-term notes. The proceeds from the sales of these securities were used for the funding of nonutility subsidiary activities. At December 31, 1993 the Company had available for issuance $67.6 million under this program. SCE&G's First and Refunding Mortgage Bond Indenture, dated April 1, 1945 (Old Mortgage) contains provisions prohibiting the issuance of additional bonds thereunder (Class A Bonds) unless net earnings (as therein defined) for 12 consecutive months out of the 15 months prior to the month of issuance is at least twice the annual interest requirements on all Class A Bonds to be outstanding (Bond Ratio). For the year ended December 31, 1993 the Bond Ratio was 3.70. The issuance of additional Class A Bonds is restricted also to an additional principal amount equal to 60% of unfunded net property additions (which unfunded property additions totaled approximately $219.9 million at December 31, 1993), Class A Bonds issued on the basis of retirements of Class A Bonds (which retirement credits totaled $10.9 million at December 31, 1993) and Class A Bonds issued on the basis of cash on deposit with the Trustee. SCE&G has placed a new bond indenture (New Mortgage) dated April 1, 1993 on substantially all of its electric properties under which its future mortgage-backed debt (New Bonds) will be issued. New Bonds are expected to be issued under the New Mortgage on the basis of a like principal amount of Class A Bonds issued under the Old Mortgage, which have been deposited with the Trustee of the New Mortgage (of which $157 million were available for such purpose at December 31, 1993), until such time as all presently outstanding Class A Bonds are retired. Thereafter, New Bonds will be issuable on the basis of property additions in a principal amount equal to 70% of the original cost of electric and common plant properties (compared to 60% of value for Class A Bonds under the Old Mortgage), cash deposited with the Trustee, and retirement of New Bonds. New Bonds will be issuable under the New Mortgage only if adjusted net earnings (as therein defined) for 12 consecutive months out of the 18 months immediately preceding the month of issuance are at least twice the annual interest requirements on all outstanding bonds (including Class A Bonds) and New Bonds to be outstanding (New Bond Ratio). For the year ended December 31, 1993 the New Bond Ratio was 5.0. On April 29, 1993 the Securities and Exchange Commission (SEC) declared effective a registration statement for the issuance of up to $700 million of New Bonds by SCE&G. The following series, aggregating $600 million, have been issued under such registration statement: On June 9, 1993, $100 million, 7 5/8% Series due June 1, 2023 to repay short-term borrowings in a like amount. On July 1, 1993, $100 million, 6% Series due June 15, 2000, and $150 million, 7 1/8% Series due June 15, 2013, and on July 20, 1993, $150 million, 7 1/2% Series due June 15, 2023, to redeem, on July 20, 1993, $382,035,000 of First and Refunding Mortgage Bonds maturing between 1999 and 2017 and bearing interest at rates between 8% and 9 7/8% per annum. 8 On December 20, 1993, $100 million, 6 1/4% Series due December 15, 2003 to repay short-term borrowings in a like amount. The following additional financing transactions have occurred since December 31, 1992: On January 15, 1993 the Company closed on an unsecured bank loan in the principal amount of $60 million, due January 14, 1994, and used the proceeds to pay off a loan in a like amount. The interest rate is the three month LIBOR plus 30 basis points and is reset quarterly. On January 14, 1994 the Company refinanced the loan with unsecured bank loans totaling $60 million, due January 13, 1995 at interest rates between 3.875% and 3.89%. On April 15, 1993 the Company arranged for a $15 million term loan, due April 14, 1994, to repay short-term borrowings in a like amount. The interest rate is the three month LIBOR plus 16 basis points and is reset quarterly. On June 1, 1993 SCE&G redeemed the following amounts of First and Refunding Mortgage Bonds: $35 million, 10 1/8% Series due 2009 and $13 million, 9 7/8% Series due 2009. On June 2, 1993 the Company entered into a $123 million 90-day bank loan (90-day bank loan) to finance the acquisition by Petroleum Resources of approximately 125 billion cubic feet equivalent of natural gas reserves through the purchase of NICOR Exploration and Production Co. On July 1, 1993 the Company issued $60 million of medium-term notes bearing interest at the following rates and maturing on the following dates in the following amounts: $20 million, 5.76%, due July 1, 1998; $20 million, 6.15%, due July 3, 2000; $20 million, 6.51%, due July 1, 2003. The proceeds were used to repay a portion of the 90-day bank loan discussed above. In early August 1993 the Company issued 1,467,000 shares of common stock with net proceeds totalling $69,345,090. The proceeds were used to repay the remainder of the 90-day bank loan discussed above and for general corporate purposes. On September 30, 1993 Pipeline Corporation sold unsecured promissory notes totalling $25 million, 6.72% due September 30, 2013. The proceeds were used to repay short-term borrowings in a like amount. Without the consent of at least a majority of the total voting power of SCE&G's preferred stock, SCE&G may not issue or assume any unsecured indebtedness if, after such issue or assumption, the total principal amount of all such unsecured indebtedness would exceed 10% of the aggregate principal amount of all of SCE&G's secured indebtedness and capital and surplus; provided, however, that no such consent shall be required to enter into agreements for payment of principal, interest and premium for securities issued for pollution control purposes. Pursuant to Section 204 of the Federal Power Act, SCE&G and GENCO must obtain FERC authority to issue short-term in- debtedness. The FERC has authorized SCE&G to issue up to $200 million of unsecured promissory notes or commercial paper with maturity dates of 12 months or less but not later than December 31, 1995. GENCO has not sought such authorization. The Company had $175.0 million authorized lines of credit and had unused lines of credit of $148.0 million at December 31, 1993. SCE&G's Restated Articles of Incorporation prohibit issuance of additional shares of preferred stock without consent of the preferred stockholders unless net earnings (as defined therein) for the 12 consecutive months immediately preceding the month of issuance is at least one and one-half times the aggregate of all interest charges and preferred stock dividend requirements (Preferred Stock Ratio). For the year ended December 31, 1993 the Preferred Stock Ratio was 2.52. 9 On October 12, 1993 the Company registered with the SEC 2,000,000 additional shares of the Company's common stock to be issued and sold under the DRP. During 1993 the Company issued 529,954 shares of the Company's common stock under the DRP. In addition, the Company issued 705,498 shares of its common stock pursuant to its SPSP. The Company has authorized and reserved for issuance, and registered under effective registration statements, 2,065,824 and 872,420 shares of common stock pursuant to the DRP and the SPSP, respectively. In January 1994 SCANA signed an agreement to sell in 1994 substantially all of the real estate assets of Development Corporation to Liberty Properties Group, Inc. of Greenville, South Carolina for $91.5 million. On March 4, 1994 the Company and Liberty amended the agreement regarding the sale. Under the terms of the amended agreement certain projects currently under construction will be excluded from the transaction and the sales price will be $49.6 million. All of the sales price will be received at the time of closing. The net proceeds from the sale will be used to retire Development Corporation's debt and for general corporate purposes, including the funding of other nonutility subsidiaries' business activities. The transaction will not have a material impact on the Company's financial position or results of operations. The ratio of earnings to fixed charges (SEC method) was 3.41, 2.79, 3.24, 4.07 and 2.93 for the years ended December 31, 1993, 1992, 1991, 1990 and 1989 respectively. The Company expects that it has or can obtain adequate sources of financing to meet its projected cash requirements. Fuel Financing Agreements SCE&G has assigned to Fuel Company all of its rights and interests in its various contracts relating to the acquisition and ownership of nuclear and fossil fuel. To finance nuclear and fossil fuel inventories, Fuel Company issues, from time to time, its promissory notes with maturities of less than 270 days (Commercial Paper). The issuance of Commercial Paper is supported by an irrevocable revolving credit agreement which expires July 31, 1996 and is guaranteed by SCE&G. Accordingly, the amounts outstanding have been included in long-term debt. The credit agreement provides for a maximum amount of $75 million that may be outstanding at any time. At December 31, 1993 Commercial Paper outstanding for nuclear and fossil fuel inventories was approximately $36.8 million at a weighted average interest rate of 3.47%. ELECTRIC OPERATIONS Electric Sales In 1993 residential sales of electricity accounted for 43% of electric sales revenues; commercial sales 29%; industrial sales 21%; sales for resale 4%; and all other 3%. KWH sales by classification for the years ended December 31, 1993 and 1992 are presented below: Sales KWH % Classification 1993 1992 Change (thousands) Residential 5,650,753 5,155,886 9.60 Commercial 4,835,492 4,531,683 6.70 Industrial 4,887,121 4,684,012 4.34 Sale for resale 1,005,968 946,357 6.30 Other 500,937 476,064 5.22 Total Territorial 16,880,271 15,794,002 6.88 Interchange 198,059 77,046 157.07 Total 17,078,330 15,871,048 7.61 10 SCE&G furnishes electricity for resale to three municipalities, three investor-owned utilities, two electric cooperatives and one public power authority. Such sales for resale accounted for 4% of SCE&G's total electric sales revenues in 1993. An increase of 6,974 electric customers to 468,874 total customers contributed to in an all-time peak demand record of 3,557 MW on July 29, 1993. The previous years' record of 3,380 MW was set July 13, 1992. Electric Interconnections SCE&G's transmission system is part of the interconnected grid extending over a large part of the southern and eastern portion of the nation. SCE&G, Virginia Power Company, Duke Power Company, Carolina Power & Light Company, Yadkin, Incorporated and PSA are members of the Virginia-Carolinas Reliability Group, one of the several geographic divisions within the Southeastern Electric Reliability Council which provides for coordinated planning for reliability among bulk power systems in the Southeast. SCE&G is also interconnected with Georgia Power Company, Savannah Electric & Power Company, Oglethorpe Power Corporation and Southeastern Power Administration's Clark Hill Project. Fuel Costs The following table sets forth the average cost of nuclear fuel and coal and the weighted average cost of all fuels (including oil and natural gas) used by the Company for the years 1991-1993. 1991 1992 1993 Nuclear: Per million BTU $ .57 $ .52 $ .47 Coal: Per ton $41.78 $40.45 $40.48 Per million BTU 1.63 1.57 1.57 Weighted Average Cost of All Fuels: Per million BTU $ 1.38 $ 1.27 $ 1.33 The fuel costs shown above exclude the effects of a PSC approved offsetting of fuel costs through the application of credits carried on SCE&G's books as a result of a 1980 settlement of certain litigation. Fuel Supply The following table shows the sources and approximate percentages of total KWH generation by each category of fuel for the years 1991-1993 and the estimates for 1994 and 1995. Percent of Total KWH Generated Actual Estimated 1991 1992 1993 1994 1995 Coal 68% 65% 72% 77% 69% Nuclear 21 29 22 17 26 Hydro 5 5 5 5 5 Natural Gas & Oil 6 1 1 1 - 100% 100% 100% 100% 100% Coal is currently used at all four of SCE&G's major fossil fuel-fired plants and GENCO's Williams Station. Unit train deliveries are used at all of these plants. On December 31, 1993 SCE&G had approximately a 73-day supply of coal in inventory and GENCO had approximately a 56-day supply. 11 The supply of coal is obtained through contracts and purchases on the spot market. Spot market purchases are expected to continue for coal requirements in excess of those provided by the Company's existing contracts. Contracts for the purchase of coal represent the following percentages of estimated requirements for 1994 (approximately 5.3 million tons) and expire at the dates indicated (giving effect to the Company's potential to exercise renewal options): Range of % of Final No. of Tons % of 1994 Sulfur Content Expiration Renegotiation Per Year Requirement per Contract Date (1) Date (1) 966,664 18.2 up to 1.55 02/28/2001 02/28/1995 360,000 6.8 1.00-1.80 12/31/2002 12/31/1996 134,000 2.5 1.10-2.00 03/31/1996 03/31/1994 120,000 2.3 1.10-1.60 04/30/1996 04/30/1994 972,000 18.3 up to 1.50 12/31/2002 12/31/1996 192,832 3.6 0.80-1.50 06/30/2000 06/30/1994 2,745,496 51.7 (1) Contract extensions beyond the stated renegotiation date to the final expiration date are subject to mutual agreement on price, terms, quantity and quality. All of the above contracts, except the contracts expiring in March 1994 and April 1994 which have firm prices, are subject to periodic price adjustments based on changes in indices published by the U. S. Department of Labor. Coal purchased in December 1993 had an average sulfur content of 1.17%, which permitted SCE&G and GENCO to comply with existing environmental regulations. The Company believes that SCE&G's and GENCO's operations are in substantial compliance with all existing regulations relating to the discharge of sulfur dioxide. The Company has not been advised by officials of DHEC that any more stringent sulfur content requirements for existing plants are contemplated. However, the Company will be required to meet the more stringent emissions standards established by the Clean Air Act (see "Environmental Control Matters"). SCE&G currently has adequate supplies of uranium under contract to manufacture nuclear fuel for Summer Station through 1996. The following table summarizes all contract commitments for the stages of nuclear fuel assemblies: Commitment Contractor Regions(1) Term Uranium NUEXCO Trading Corporation 11 1994 Uranium Energy Resources of Australia 9-13 1990-1996 Uranium Everest Minerals 9-13 1990-1996 Conversion Sequoyah Fuel Corp. 8-12 1989-1995 Enrichment DOE (2) Through 2022 Fabrication Westinghouse 1-21 1982-2009 Reprocessing None (1) A region represents approximately one-third to one-half of the nuclear core in the reactor at any one time. Region no. 10 was loaded in 1993 and region no. 11 will be loaded in 1994. (2) The contract with the DOE is a "requirements" type contract whereby the DOE supplies total enrichment requirements for the unit through the year 2022, as specified by its then current schedule. SCE&G has on-site spent fuel storage capability until at least 2008 and expects to be able to expand its storage capacity to accommodate the spent fuel output for the life of the plant through rod consolidation, dry cask storage or other technology as it becomes available. In addition, there is sufficient on- site storage capacity over the life of Summer Station to permit storage of the entire reactor core in the event that complete unloading should become desirable or necessary for any reason. (See "Nuclear Fuel Disposal" under "Environmental Control Matters" for information regarding the contract with the DOE for disposal of spent fuel.) 12 GAS OPERATIONS Gas Sales In 1993 residential sales accounted for 13% of gas sales revenues; commercial sales 9%; industrial sales 30%; sales for resale 19% and transportation gas 29%. Dekatherm sales by classification for the years ended December 31, 1993 and 1992 are presented below: SALES DEKATHERMS % CLASSIFICATION 1993 1992 CHANGE Residential 12,651,000 11,847,723 6.8 Commercial 9,611,556 9,729,723 (1.2) Industrial 30,335,059 33,157,246 (8.5) Sale for resale 19,144,130 21,437,448 (10.7) Transportation gas 29,542,805 25,720,633 14.9 Total 101,284,550 101,892,773 (0.6) During 1993 the Company added 3,853 customers, increasing its total customers to 234,736. The demand for gas is affected by conservation, the weather, the price relationship between gas and alternative fuels and other factors. The deregulation of natural gas prices at the wellhead which took place on January 1, 1985, and the changes in the prices of natural gas that have occurred under Federal regulation have resulted in the development of a spot market for natural gas in the producing areas of the country. Pipeline Corporation has been successful in purchasing lower cost natural gas in the spot market and arranging for its transportation to South Carolina. Pipeline Corporation has also negotiated contracts with certain direct and indirect industrial customers for the transportation of natural gas that the industrial customers purchase directly from suppliers. On April 8, 1992, the FERC promulgated its Order No. 636, which is intended to deregulate the markets for interstate sales of natural gas by requiring that pipelines provide transportation services that are equal in quality for all gas supplies whether the customer purchases gas from the pipeline or another supplier. Both of Pipeline Corporation's interstate suppliers initiated transportation services in compliance with FERC Order No. 636 on November 1, 1993. The Company's gas subsidiaries are positioned for the related market changes arising from this order. Pipeline Corporation, operating wholly within the State of South Carolina, provides natural gas utility service, including transportation services, for its customers, and supplies natural gas to SCE&G and other wholesale purchasers. Hydrocarbons acquires and sells natural gas in the newly deregulated markets. Petroleum Resources owns natural gas reserves that supply natural gas for the interstate markets. Neither Hydrocarbons nor Petroleum Resources supply natural gas to any affiliate for use in providing regulated gas utility services. To reduce dependence on imported oil, NEPA imposes purchase requirements for alternate fuel vehicles for federal, state, municipal and private fleets which increase over a period of years. The Company expects these requirements for alternate fuel vehicles to develop business opportunities for the sale of compressed natural gas as fuel for vehicles, but it cannot predict the extent of this new market. Expansion SCANA and Sonat, Inc., parent company of Southern Natural, are evaluating the potential market to determine the feasibility of providing natural gas transportation service to North Carolina. 13 Gas Cost and Supply Pipeline Corporation purchases natural gas under contracts with producers, brokers and interstate pipelines. The gas is brought to South Carolina through contracts with both Southern Natural and Transco. The volume of gas which Pipeline Corporation is entitled to transport through these contracts is shown below: Maximum Daily Supplier Contract Demand Capacity (MCF) Southern Natural Firm Transportation 160,000 Transco Firm Transportation 29,900 Total 189,900 A liquid natural gas storage facility was completed in 1993 and has been used and useful in providing supplemental supplies to meet firm system requirements this winter season. No difficulty in obtaining natural gas is anticipated. During 1993 the average cost per MCF of natural gas purchased for resale, including spot market purchases, was approximately $2.68 compared to approximately $2.51 during 1992. To meet the requirements of its high priority natural gas customers during periods of maximum demand, Pipeline Corporation supplements its supplies of natural gas from two LNG plants. The LNG storage tanks are capable of storing the liquefied equivalent of 1,900,000 MCF of natural gas, of which approximately 1,450,000 MCF were in storage at December 31, 1993. On peak days the LNG plants can regasify up to 150,000 MCF per day. Additionally, Pipeline Corporation had contracted for 6,398,035 MCF of natural gas storage space on December 31, 1993, of which 4,880,484 MCF were in storage at such date. Propane air peak shaving facilities located in the Company's service area can supply an additional 137,400 MCF per day. The Company believes that current supplies under contract and spot market purchases of natural gas are adequate to meet existing customer demands for service and to accommodate growth. Curtailment Plans The FERC has established allocation priorities applicable to firm and interruptible capacities on interstate pipeline companies to their customers which require Southern Natural and Transco to allocate capacity to Pipeline Corporation. The FERC allocation priorities are not applicable to deliveries by Pipeline Corporation to its customers, which are governed by a separate curtailment plan approved by the PSC. Gas Reserves Petroleum Resources is actively involved in oil and natural gas development and production activities. It currently own and operates oil and gas production properties with net proven reserves in Texas, Louisiana, Mississippi, Oklahoma, California, Arkansas, Nebraska, Colorado, Kansas, Montana, North Dakota, Michigan, Illinois, New Mexico, Alabama, Wyoming and Federal waters offshore Texas and Louisiana. Gas Marketing Hydrocarbons markets natural gas as well as other light hydrocarbons. Propane Operations Suburban purchases, delivers and sells propane. In 1993 Suburban sold approximately 20 million gallons of propane and had approximately 31,400 residential, commercial and industrial customers at year end. Hydrocarbons owns and operates an 80 million gallon under- ground propane storage facility that leases storage space to industrial companies, utilities and others. It also owns and operates a 62 mile propane pipeline connected to the Dixie Pipeline System which traverses central South Carolina. Hydrocarbons also owns and operates the Wilburton Gathering System in Oklahoma. 14 REGULATION General SCANA is a public utility holding company within the meaning of PUHCA, but is exempt under Section 3(a)(1) of PUHCA, from regulation by the SEC as a registered holding company, unless and until the SEC shall otherwise order, except for Section 9(a)(2) thereof prohibiting the acquisition of securities of other public utilities without a prior order of the SEC. SCE&G is subject to the jurisdiction of the PSC as to retail electric, gas and transit rates, service, accounting, issuance of securities (other than short-term promissory notes) and other matters. National Energy Policy Act of 1992 Congress has passed NEPA, the principal thrust of which is to create a more competitive wholesale power supply market by creating "exempt wholesale generators" (EWGs) designated by the FERC, which are independent power producers (IPPs) whose owners will not become holding companies under PUHCA. Upon application of a wholesaler of electric energy, the FERC may order any electric utility that owns transmission facilities used for wholesale sales of electric energy to provide transmission service (including any enlargement of transmission capacity needed to provide the service) to the applicant. Charges for transmission service must be "just and reasonable" and a utility is entitled to recover "all legitimate, verifiable economic costs" incurred in connection with any transmission service so ordered. The FERC may not order such service where it (1) would "unreasonably impair the continued reliability of electric wheeling" judged by reference to "consistently applied regional or national reliability standards, guidelines or criteria;" (2) would result in "retail wheeling;" or (3) would conflict with state laws governing retail marketing areas of electric utilities. Electric utilities, including exempt and non-exempt holding companies, may own and operate EWGs subject to advance approval by state utility commissions, which are given access to books and records of the EWG and its affiliates to the extent that such a commission requires access to perform its regulatory duties. It allows both registered and exempt utility holding companies to acquire interests in foreign utility companies engaged in the generation, transmission or distribution of electricity or the retail distribution of gas, where a state commission has certified that it has the ability to protect the utility's retail ratepayers against adverse investments in foreign utilities by affiliates of public utilities that such commissions regulate. State Commissions must consider rate making changes and other regulatory reform to ensure that electric utilities' investments in energy efficiency and demand side management programs are at least as profitable as investing in new generating capacity. FERC has issued a Notice of Proposed Rule Making to develop regulations under NEPA concerning EWGs and electric transmission service. NEPA also has provisions concerning nuclear power, alternate fuel vehicles, minimum efficiency standards, integrated resource planning, demand side management incentives, a variety of energy research projects relating to environmental measures, electric and magnetic fields, hydroelectric projects, and global warming. It authorizes one step licensing for nuclear power plants and requires EPA to issue standards for the Yucca Mountain repository site for nuclear waste (see "Nuclear Fuel Disposal" under "Environmental Control Matters"). To reduce dependence on imported oil, NEPA imposes purchase requirements for alternate fuel vehicles for federal, state, municipal and private fleets which increase over a period of years (see "Gas Operations"). In the opinion of the Company, it will be able to meet successfully the challenges of an altered business climate for electric and gas utilities and natural gas businesses. Neither the application of NEPA or FERC Order No. 636 to it and its subsidiaries, nor the development of an EWG industry, new markets and obligations for transmission services for wholesale sales of electricity, nor deregulated interstate natural gas markets is expected to have a material adverse impact on the results of its operations, its financial position or its business prospects. Federal Energy Regulatory Commission SCE&G and GENCO are subject to regulatory jurisdiction under the Federal Power Act, administered by the FERC and the DOE, in the transmission of electric energy in interstate commerce and in the sale of electric energy at wholesale for resale, as well as with respect to licensed hydroelectric projects and certain other matters, including accounting and the issuance of short-term promissory notes. 15 SCE&G holds licenses under the Federal Water Power Act or the Federal Power Act with respect to all its hydroelectric projects. The expiration dates of the licenses covering the projects are as follows: Neal Shoals (5,000 KW capability) and Stevens Creek (9,000 KW capability) 1993; Columbia (10,000 KW capability) 2000; Saluda Project (206,000 KW capability) 2007; and Parr Shoals (14,000 KW capability) and Fairfield Pumped Storage Project (512,000 KW capability) 2020. Pursuant to the provisions of the Federal Power Act as amended by the Electric Consumers Protection Act of 1986, applications for new licenses for Neal Shoals and Stevens Creek were filed with the FERC on December 30, 1991. No competing applications were filed. The Neal Shoals license application was accepted for filing by the FERC on September 30, 1992 and the Stevens Creek application was accepted September 15, 1993. FERC has issued Notices of Authorization for Continued Project Operation for both projects until FERC has acted on SCE&G's applications for new licenses. FERC has announced its intentions to perform a Multiple-project Environmental Assessment for Neal Shoals, and a Multiple-project Environmental Impact Statement for Stevens Creek. At the termination of a license under the Federal Power Act, the United States Government may take over the project covered thereby, or the FERC may extend the license or issue a license to another applicant. If the United States takes over a project or the FERC issues a license to another applicant, the original licensee shall be paid its net investment in the project (not to exceed fair value) plus severance damages. Nuclear Regulatory Commission SCE&G is subject to regulation by the NRC with respect to the ownership and operation of Summer Station. The NRC's jurisdiction encompasses broad supervisory and regulatory powers over the construction and operation of nuclear reactors, including matters of health and safety, antitrust considerations and environmental impact. The NRC conducts semiannual reviews that identify plants that have demonstrated an excellent level of safety performance. Summer Station was recognized in both 1993 reviews as one of the top nuclear plants in the country. In addition, the Federal Emergency Management Agency is responsible for the review, in conjunction with the NRC, of certain aspects of emergency planning relating to the operation of nuclear plants. RATE MATTERS The following table presents a summary of significant rate activity for the years 1990 - 1993 based on test years: REQUESTED GRANTED Date of General Rate Application/ Amount % Increase Date of Amount % of Increase Applications Hearing (Millions) Requested Order (Millions) Granted PSC Electric Retail 01/03/89 $ 27.2 3.7% 07/03/89 $ 18.2* 67%* Retail 12/07/92 $ 72.0** 11.4% 06/07/93 $ 60.5 84% Transit Fares 03/12/92 $ 1.7 42.0% 09/14/92 $ 1.0 59% *Reflects a rate reduction of $3.7 million on January 4, 1993 (see discussion below) and excludes impact of rate reduction of $7.7 million on January 3, 1990 which corresponds to $7.7 million reduction in cost-of- service resulting from NRC approval of extension of Summer Station's operating life to 40 years. **As modified. 16 On June 7, 1993 the PSC issued an order on the Company's pending electric rate proceeding allowing an authorized return on common equity of 11.5%, resulting in a 7.4% annual increase in retail electric rates, or a projected $60.5 million annually based on a test year. These rates are to be implemented in two phases over a two-year period: phase one, effective June 1993, producing $42.0 million annually, and phase two, effective June 1994, producing $18.5 million annually, based on a test year. The Company's request, as modified, had proposed a return on equity of 12.05% and had projected annual increases of $53.0 million and $19.0 million for phases one and two, respectively. On September 14, 1992 the PSC issued an order granting SCE&G a $.25 increase in transit fares from $.50 to $.75 in both Columbia and Charleston, South Carolina; however, the PSC also required $.40 fares for low income customers and denied SCE&G's request to reduce the number of routes and frequency of service. The new rates were placed into effect on October 5, 1992. SCE&G has appealed the PSC's order to the Circuit Court. During oral arguments in February 1994 the Circuit Court retained jurisdiction and remanded the decision to the PSC for the limited purpose of answering questions concerning the applicable regulatory principles used by the PSC in determining these transit rates. Since November 1, 1991 SCE&G's gas rate schedules for its residential, small commercial and small industrial customers have included a weather normalization adjustment (WNA). The WNA minimizes fluctuations in gas revenues due to abnormal weather conditions and has been approved through November 1994 subject to an annual review by the PSC. The PSC order was based on a return on common equity of 12.25%. The WNA became effective the first billing cycle in December 1991. In May 1989 the PSC approved a volumetric and direct billing method for Pipeline Corporation to recover take-or-pay costs incurred from its interstate pipeline suppliers pursuant to FERC-approved final and non-appealable settlements. In December 1992 the Supreme Court approved Pipeline Corporation's full recovery of the take-or-pay charges imposed by its suppliers and treatment of these charges as a cost of gas. However, the Supreme Court declared the PSC-approved "purchase deficiency" methodology for recovery of these costs to be unlawful retroactive ratemaking and remanded the docket to the PSC to reconsider its recovery methodology. The Company believes that the elimination of the purchase deficiency method of recovery will affect the timing for recovery of take-or-pay charges and shift the allocations among Pipeline Corporation's customers (including SCE&G) but that all such charges should be ultimately recovered. The case has been remitted to the PSC by the Supreme Court and the Company anticipates the PSC will issue an Order authorizing full recovery of incurred take-or-pay costs on a prospective volumetric basis after the completion of accounting verification by the PSC Staff of the principal and associated interest costs. On August 8, 1990 the PSC issued an order effective November 1, 1990, approving changes in Pipeline Corporation's gas rate design for sales for resale service and upholding the "value-of- service" method of regulation for its direct industrial service. Direct industrial customers seeking "cost-of-service" based rates initiated two separate appeals to the Circuit Court, which reversed and remanded to the PSC its August 8, 1990 order. Pipeline Corporation appealed that decision to the Supreme Court which reversed the two Circuit Court decisions and reinstated the PSC Order. The Supreme Court held that the industrial customer group's appeal was premature and failed to exhaust administrative remedies. Additionally, the Supreme Court interpreted the rate- making statutes of South Carolina to give discretion to the PSC in selecting the methodology to be used in setting rates for natural gas service. On July 3, 1989 the PSC granted SCE&G approximately $21.9 million of a requested $27.2 million annual increase in retail electric revenues based upon an allowed return on common equity of 13.25%. The Consumer Advocate appealed the decision to the Supreme Court which, on August 31, 1992, found that the evidence in the record of that case did not support a return on common equity higher than 13.0% and remanded to the PSC a portion of its July 1989 order for a determination of the proper return on common equity consistent with the Supreme Court's opinion. On January 19, 1993 the PSC issued an order allowing a return on common equity of 13.0%, approving a refund based on the difference in rates created by the difference between the 13.0% and the 13.25% return on common equity and making other non- material adjustments to the calculation of cost-of-service. The total refund, before interest and income taxes, was approximately $14.6 million and was charged against 1992 "Electric Revenues." The refund plus interest was made during 1993. On November 28, 1989 the PSC granted SCE&G an increase in firm retail natural gas rates, effective November 30, 1989, designed to increase annual revenues by $10.1 million, or 89.5% out of the requested increase of approximately $11.3 million. In its order the PSC authorized a 12.75% return on common equity. The Consumer Advocate appealed to the Supreme Court which on August 31, 1992 remanded the order to the PSC for redetermination of the proper amount of litigation expenses to include in the test period. In January 1993 the PSC reduced the amount of litigation expense and ordered a refund totaling approximately $163,000 which was charged against 1992 "Gas Revenues." The refund was made during 1993. 17 Fuel Cost Recovery Procedures The PSC has established a fuel recovery procedure which determines the fuel component in SCE&G's retail electric base rates semiannually based on projected fuel costs for the ensuing six-month period, adjusted for any overcollection or undercollection from the preceding six-month period. SCE&G has the right to request a formal proceeding at any time should circumstances dictate such a review. In the April 1993 semiannual review of the fuel cost component of electric rates, the PSC voted to reduce the rate from 13.5 mills per KWH to 13.0 mills per KWH, a monthly decrease of $.50 for an average customer using 1,000 KWH per month. This reduction coincided with the retail electric rate case effective June 1993. For the October 1993 review the PSC voted to continue the rate of 13.0 mills per KWH. SCE&G's gas rate schedules and contracts include mechanisms which allow it to recover from its customers changes in the actual cost of gas. SCE&G's firm gas rates allow for the recovery of a fixed cost of gas, based on projections, as established by the PSC in annual gas cost and gas purchase practice hearings. Any differences between actual and projected gas costs are deferred and included when projecting gas costs during the next annual gas cost recovery hearing. In the October 1993 review the PSC authorized an increase in the base cost of gas from 41.963 cents per therm to 47.100 cents per therm which resulted in a monthly increase of $5.14 (including applicable taxes) based on an average of 100 therms per month on a residential bill during the heating season. In July 1990 the PSC initiated proceedings for a generic hearing on the Industrial Sales Program Rider (ISPR) for SCE&G and Pipeline Corporation. The PSC issued an order dated December 20, 1991 approving a Stipulation and Agreement signed in December 1991 by all parties involved which retained the ISPR with modifications to Pipeline Corporation's gas cost mechanisms. ENVIRONMENTAL CONTROL MATTERS General Federal and state authorities have imposed environmental control requirements relating primarily to air emissions, wastewater discharges and solid, toxic and hazardous waste management. The Company is attempting to ensure that its operations meet applicable environmental regulations and standards. It is difficult to forecast the ultimate effect of environmental quality regulations upon the existing and proposed operations. Moreover, developments in these and other areas may require that equipment and facilities be modified, supplemented or replaced. Capital Expenditures In the years 1991 through 1993, capital expenditures for environmental control amounted to approximately $83.9 million. In addition, approximately $9.4 million, $7.9 million, and $6.5 million of environmental control expenditures were made during 1993, 1992 and 1991, respectively, which are included in "Other operation" and "Maintenance" expenses. It is not possible to estimate all future costs for environmental purposes but forecasts for minimum capitalized expenditures are $44.7 million for 1994 and $320.8 million for the four-year period 1995 through 1998. These expenditures are included in the Company's construction program. Air Quality Control The Federal Clean Air Act of 1970 (the "1970 Act") requires that electric generating plants comply with primary and secondary ambient air quality standards with respect to certain air pollutants including particulates, sulfur oxides and nitrogen oxides and imposes economic penalties for noncompliance. This Act was amended with the passage of the Clean Air Act Amendments of 1990. 18 Currently, the Company uses a variety of methods to comply with the State Implementation Plan (developed pursuant to the 1970 Act), including the use of low sulfur fuel, fuel switching, reduction of load during periods when compliance cannot be met at full power, maintenance and improvement of existing electrostatic precipitators and the installation of new baghouses. SCE&G and GENCO have been able to purchase sufficient fuel meeting current sulfur standards for all of their plants. With respect to sulfur dioxide emissions, none of the Company's electric generating plants is included among the Phase I plants listed in the Clean Air Act Amendments of 1990 with a compliance date of January 1, 1995. Both companies will, however, be affected by Phase II requirements, which have a compliance date of January 1, 2000. The companies undertook a study in 1992 to determine the most cost-effective mix of control options to meet the requirements of the Clean Air Act. Such a control strategy will most likely result in requiring SCE&G and GENCO to utilize a combination of the following alternatives to meet its compliance requirements: (1) burn lower sulfur coal, (2) burn natural gas, (3) retrofit at least one coal-fired electric generating unit with a scrubber to remove sulfur dioxide and (4) purchase sulfur dioxide emission allowances to the extent necessary. In addition, the Company will install on most of its coal-fired units low nitrogen oxide burners to reduce nitrogen oxide emissions. The Company currently estimates that air emissions control equipment will require capital expenditures of $252 million over the 1994-1998 period to retrofit existing facilities and an increased operation and maintenance cost of $31 million per year. Total capital expenditures required to meet compliance requirements through the year 2003 are anticipated to be approximately $275 million. Water Quality Control The Federal Clean Water Act, as amended, provides for the imposition of effluent limitations that require various levels of treatment for each wastewater discharge. Under this Act, compliance with applicable limitations is achieved under a national permit program. Discharge permits have been issued for all and renewed for nearly all of SCE&G's and GENCO's generating units. Commensurate with renewal of these permits has been implementation of a more rigorous control program on behalf of the permitting agency. The facilities have been developing compliance plans to meet the additional parameters of control and compliance has involved updating wastewater treatment technologies. Amendments to the Clean Water Act proposed recently in Congress include several provisions which could prove costly to SCE&G. These include limitations to mixing zones and the implementation of technology-based standards. Superfund Act and Environmental Assessment Program As described in Note 1L of Notes to Consolidated Financial Statements, the Company has an environmental assessment program to identify and assess current and former operations sites that could require environmental cleanup. As site assessments are initiated, an estimate is made of the amount of expenditures, if any, necessary to investigate and clean up each site. These estimates are refined as additional information becomes available; therefore actual expenditures could significantly differ from the original estimates. Amounts estimated and accrued to date ($19.6 million) for site assessments and cleanup relate primarily to regulated operations; such amounts have been deferred and are being amortized and recovered through rates over a ten-year period. Estimates to date include, among other things, the costs estimated to be associated with the matters discussed in the following paragraphs. The Company and its principal subsidiary, SCE&G, each own two decommissioned manufactured gas plant sites which contain residues of by-product chemicals. The Company and SCE&G have each maintained an active review of their respective sites to monitor the nature and extent of the residual contamination. In September 1992 the EPA notified SCE&G, the City of Charleston and the Charleston Housing Authority of their potential liability for the investigation and cleanup of the Calhoun Park Area Site in Charleston, South Carolina. This site originally encompassed approximately 18 acres and included properties which were the locations for industrial operations, including a wood preserving (creosote) plant and one of SCE&G's decommissioned manufactured gas plants. The original scope of this investigation has been expanded to approximately 30 acres including adjacent properties owned by the National Park Service and the City of Charleston, and private properties. The site has not been placed on the National Priority List, but may be added before cleanup is initiated. The potentially responsible parties (PRP) have agreed with the EPA to participate in 19 an innovative approach to site investigation and cleanup called "Superfund Accelerated Cleanup Model," allowing the pre-cleanup site investigations process to be compressed significantly. The PRPs have negotiated an administrative order by consent for the conduct of a Remedial Investigation/Feasibility Study (RI/FS) and a corresponding Scope of Work. Actual field work began November 1, 1993 after final approval and authorization was granted by EPA. SCE&G is also working with the City of Charleston to investigate potential contamination from the manufactured gas plant at the city's aquarium site. During 1993 SCE&G settled its obligations at the Yellow Water Road Superfund Site near Jacksonville, Florida, the Spencer Transformer and Equipment Site in West Virginia and Elliott's Auto Parts in Benton, Arkansas. No further expenses are anticipated for these sites. SCE&G has been listed as a PRP and has recorded liabilities, which are not considered material, for the Macon-Dockery waste disposal site near Rockingham, North Carolina, the Aqua-Tech Environmental, Inc. site in Greer, South Carolina and a landfill owned by Lexington County in South Carolina. Solid Waste Control The South Carolina Solid Waste Policy and Management Act of 1991 requires promulgation of regulations addressing specified subjects, one of which affects the management of industrial solid waste. This regulation will establish minimum criteria for industrial landfills as mandated under the Act. The proposed regulation, if adopted as a final regulation in its present form, could significantly impact SCE&G's and GENCO's engineering, design and operation of existing and future ash management facilities. Potential cost impacts could be substantial. Nuclear Fuel Disposal The Nuclear Waste Policy Act of 1982 (the "1982 Act") requires that the Federal Government make available by 1998 a permanent repository for high level radioactive waste and spent nuclear fuel and imposes a fee of 1.0 mill per KWH of net nuclear generation after April 7, 1983. Payments, which began in 1983, are subject to change and will extend through the life of SCE&G's Summer Station. SCE&G entered into a contract with the DOE on June 29, 1983 providing for permanent disposal of its spent nuclear fuel by the DOE. The DOE presently estimates that the permanent storage facility will not be available until 2010. SCE&G has on-site spent fuel storage capability until at least 2008 and expects to be able to expand its storage capacity to accommodate the spent fuel output for the life of the plant through rod consolidation, dry cask storage or other technology as it becomes available. The 1982 Act also imposes on utilities the primary responsibility for storage of their spent nuclear fuel until the repository is available. (See "Fuel Supply" under "Electric Operations" for a discussion of spent fuel storage facilities at Summer Station.) OTHER MATTERS With regard to SCE&G's insurance coverage for Summer Station, reference is made to Note 10B of Notes to Consolidated Financial Statements, which is incorporated herein by reference. ITEM 2. PROPERTIES The parent company, SCANA Corporation, owns no property other than the capital stock of each of its subsidiaries. It owns all of the capital stock of each subsidiary except for the Preferred Stock of SCE&G and the capital stock of SCANA's indirect, wholly owned subsidiaries which are not material individually or in the aggregate. The assets formerly belonging to Peoples, which were owned by SCANA Corporation, were transferred to SCE&G on January 1, 1994. 20 Reference is made to Schedule V - Property Plant and Equipment, pages 65 through 70, for information concerning investments in utility plant and nonutility property. SCE&G's bond indentures, securing the First and Refunding Mortgage Bonds and First Mortgage Bonds issued thereunder, constitute direct mortgage liens on substantially all of its property. GENCO's Williams Station is subject to a first mortgage lien. For a brief description of the properties of the Company's other subsidiaries, which are not significant as defined in Rule 1-02 of Regulation S-X, see Item 1., "Business." 21 ELECTRIC The following table gives information with respect to electric generating facilities, all of which are owned by SCE&G except as noted. Net Generating Present Year Capability Facility Fuel Capability Location In-Service (KW)(1) Steam Urquhart Coal/Gas Beech Island, SC 1953 250,000 McMeekin Coal/Gas Irmo, SC 1958 252,000 Canadys Coal/Gas Canadys, SC 1962 430,000 Wateree Coal Eastover, SC 1970 700,000 Williams (2) Coal Goose Creek, SC 1973 560,000 Summer (3) Nuclear Parr, SC 1984 590,000 Gas Turbines Burton Gas/Oil Burton, SC 1961 28,500 Faber Place Gas Charleston, SC 1961 9,500 Hardeeville Oil Hardeeville, SC 1968 14,000 Canadys Gas/Oil Canadys, SC 1968 14,000 Urquhart Gas/Oil Beech Island, SC 1969 26,000 Coit Gas/Oil Columbia, SC 1969 30,000 Parr (4) Gas/Oil Parr, SC 1970 60,000 Williams (5) Gas/Oil Goose Creek, SC 1972 49,000 Hagood Gas/Oil Charleston, SC 1991 95,000 Hydro Neal Shoals Carlisle, SC 1905 5,000 Parr Shoals Parr, SC 1914 14,000 Stevens Creek Martinez, GA 1914 9,000 Columbia Columbia, SC 1927 10,000 Saluda Irmo, SC 1930 206,000 Pumped Storage Fairfield Parr, SC 1978 512,000 Total 3,864,000 (1) Summer rating. (2) The steam unit at Williams Station, owned by GENCO, was converted from oil-fired to coal-fired operation in 1984 and, with modifications, can be reconverted to oil-fired operation should the need arise. (3) Represents SCE&G's two-thirds portion of the Summer Station. (4) Two of the four Parr gas turbines are leased and have a net capability of 34,000 KW. This lease expires on June 29, 1996. (5) The two gas turbines at Williams are leased and have a net capability of 49,000 KW. This lease expires on June 29, 1997. 22 SCE&G owns 424 substations having an aggregate transformer capacity of 18,624,780 KVA. The transmission system consists of 3,033 miles of lines and the distribution system consists of 15,186 pole miles of lines and 3,006 trench miles of underground lines. GAS Natural Gas SCE&G's gas system, including the system acquired by the Company from Peoples and transferred to SCE&G on January 1, 1994, consists of approximately 6,629 miles of three-inch equivalent distribution pipelines and approximately 10,864 miles of distribution mains and related service facilities. Pipeline Corporation's gas system consists of approximately 1,735 miles of transmission pipeline of up to 24 inches in diameter which connect its resale customers' distribution systems with transmission systems of Southern Natural and Transco. Pipeline Corporation owns two LNG plants, one located near Charleston, South Carolina the other in Salley, South Carolina. The Charleston facility can liquefy up to 6,000 MCF per day and store the liquefied equivalent of 1,000,000 MCF of natural gas. The Salley facility, which became operational in 1994, can store the liquefied equivalent of 900,000 MCF of natural gas and has no liquefying capabilities. On peak days, the Charleston facility can regasify up to 60,000 MCF per day and the Salley facility can regasify up to 90,000 MCF. Petroleum Resources owns and operates oil and gas producing properties with net proven reserves in Texas, Louisiana, Mississippi, Oklahoma, California, Arkansas, Nebraska, Colorado, Kansas, Montana, North Dakota, Michigan, Illinois, New Mexico, Alabama, Wyoming and Federal Waters offshore Texas and Louisiana. Propane SCE&G has propane air peak shaving facilities which can supplement the supply of natural gas by gasifying propane to yield the equivalent of 102,000 MCF per day of natural gas. TRANSIT SCE&G owns 93 motor coaches which operate on a route system of 285 miles. ITEM 3. LEGAL PROCEEDINGS For information regarding legal proceedings, see ITEM 1., "BUSINESS" and Note 10 of Notes to Consolidated Financial Statements appearing in Item 8., "FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA." ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS Not Applicable 23 CORPORATE STRUCTURE SCANA CORPORATION A Holding Company, Owning Eleven Direct, Wholly Owned Subsidiaries SOUTH CAROLINA MPX SYSTEMS, INC. ELECTRIC & GAS COMPANY Provides fiber optic Generates and sells electricity telecommunications, video to wholesale and retail customers, conferencing and specialized purchases, sells and transports mobile radio services. natural gas at retail and provides public transit service in Columbia SCANA DEVELOPMENT and Charleston. CORPORATION Engages in the acquisition, SOUTH CAROLINA GENERATING development, management and COMPANY, INC. sale of real estate. Owns and operates Williams Station and sells electricity PRIMESOUTH, INC. to SCE&G. Engages in power plant management and maintenance SOUTH CAROLINA FUEL services. COMPANY, INC. Acquires, owns and provides for SCANA HYDROCARBONS, INC. financing for SCE&G's nuclear and Markets natural gas as well fossil fuel requirements. as other light hydrocarbons. Owns and operates a propane SUBURBAN PROPANE GROUP, INC. pipeline and provides for Purchases, delivers and transportation and bulk sells propane. storage of propane. SCANA CAPITAL RESOURCES, INC. SCANA PETROLEUM RESOURCES, INC. Has provided equity capital Owns and operates oil and gas for diversified investments. producing properties. SOUTH CAROLINA PIPELINE CORPORATION Purchases, sells and transports natural gas to wholesale and direct industrial customers. Owns and operates an LNG plant for the liquefaction, regasification and storage of natural gas. Each of the above listed companies is organized and incorporated under the laws of the State of South Carolina. 24 EXECUTIVE OFFICERS OF THE REGISTRANT The executive officers are elected at the annual organizational meeting of the Board of Directors, held immediately after the annual meeting of stockholders, and hold office until the next such organization meeting, unless the Board of Directors shall otherwise determine, or unless a resignation is submitted. Positions Held During Name Age Past Five Years Dates L.M. Gressette, Jr. 62 Chairman of the Board, Chief Executive Officer and President 1990-present President 1989-1990 B.D. Kenyon 51 President and Chief Operating Officer, SCE&G 1990-present Senior Vice President - Division Operations, Pennsylvania Power and Light Company *-1990 C.B. Novinger 44 Senior Vice President - Administration *-present W.B. Timmerman 47 Senior Vice President, Chief Financial Officer and Controller *-present Max Earwood 61 President and Treasurer - South Carolina Pipeline Corporation *-present President and Treasurer - SCANA Hydrocarbons, Inc.; SCANA Petroleum Resources, Inc.; and Carolina Exploration Corporation *-present Vice President - Gas Distribution, SCE&G *-1991 K.B. Marsh 38 Vice President - Finance, Treasurer & Secretary 1992-present Vice President of Corporate Planning - SCE&G 1991 Vice President and Controller - SCE&G 1989-1991 *Indicates position held at least since March 1, 1989 25 PART II ITEM 5. MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED SECURITY HOLDER MATTERS COMMON STOCK INFORMATION 1993 1992 4th 3rd 2nd 1st 4th 3rd 2nd 1st Qtr. Qtr. Qtr. Qtr. Qtr. Qtr. Qtr. Qtr. Price Range: (a) High 52 1/4 51 7/8 48 3/8 46 1/2 43 1/8 44 3/4 41 3/4 44 3/8 Low 47 7/8 47 5/8 45 40 1/8 39 3/8 40 1/2 38 5/8 38 5/8 Dividends Per Share: 1993 Amount Date Declared Date Paid First Quarter $.685 February 16, 1993 April 1, 1993 Second Quarter .685 April 29, 1993 July 1, 1993 Third Quarter .685 August 25, 1993 October 1, 1993 Fourth Quarter .685 October 19, 1993 January 1, 1994 1992 Amount Date Declared Date Paid First Quarter $.67 February 18, 1992 April 1, 1992 Second Quarter .67 April 22, 1992 July 1, 1992 Third Quarter .67 August 26, 1992 October 1, 1992 Fourth Quarter .67 October 20, 1992 January 1, 1993 December 31, 1993 1992 Number of common shares outstanding 46,619,457 43,910,631 Number of common stockholders of record 41,564 42,937 The principal market for SCANA common stock is the New York Stock Exchange. The ticker symbol used is SCG. The corporate name SCANA is used in newspaper stock listings. The total number of shares of SCANA common stock outstanding at February 28, 1994 was 46,884,903. (a) As reported on the New York Stock Exchange Composite Listing. SECURITIES RATINGS (As of December 31, 1993) SCANA CORPORATION SOUTH CAROLINA ELECTRIC & GAS COMPANY Rating First Mortgage First and Refunding Preferred Commercial Agency Medium-Term Notes Bonds Mortgage Bonds Stock Paper Duff & Phelps NR A+ A+ A NR Moody's A3 A1 A1 a1 P-1 Standard & Poor's A- A A A- A-1 NR - Not Rated Further reference is made to Note 5 of Notes to Consolidated Financial Statements. 26 ITEM 6. SELECTED FINANCIAL DATA SELECTED FINANCIAL DATA For the Years Ended December 31, 1993 1992 1991 1990 1989 1983 Statement of Income Data (Thousands of Dollars except statistics and per share amounts) Operating Revenues: Electric $ 940,121 $ 829,477 $ 867,215 $ 851,146 $ 841,453 $636,319 Gas 320,195 305,275 276,742 292,380 297,069 337,282 Transit 3,851 3,623 3,869 4,033 4,102 3,242 Total Operating Revenues 1,264,167 1,138,375 1,147,826 1,147,559 1,142,624 976,843 Operating Expenses: Fuel used in electric generation and purchased power 241,745 213,474 234,683 223,972 241,352 272,716 Gas purchased for resale 209,743 191,577 171,869 191,939 212,112 277,091 Other operation and maintenance 290,891 281,242 270,213 265,887 249,464 125,231 Depreciation and amortization 112,844 108,315 102,669 97,801 102,296 45,000 Taxes 163,633 133,987 146,032 142,003 124,216 106,932 Total Operating Expenses 1,018,856 928,595 925,466 921,602 929,440 826,970 Operating Income 245,311 209,780 222,360 225,957 213,184 149,873 Other Income 30,076 11,883 11,655 54,874 7,125 11,571 Income Before Interest Charges and Preferred Stock Dividends 275,387 221,663 234,015 280,831 220,309 161,444 Interest Charges, Net 101,189 97,600 91,458 92,317 90,421 57,506 Preferred Stock Cash Dividends of Subsidiary 6,217 6,473 6,706 6,911 7,263 17,186 Net Income $ 167,981 $ 117,590 $ 135,851 $ 181,603 $ 122,625 $ 86,752 Percent of Operating Income (Loss) Before Income Taxes Electric 90% 85% 89% 89% 91% 93 Gas 13% 18% 14% 14% 12% 10 Transit (3%) (3%) (3%) (3%) (3%) (3 Common Stock Data Weighted Average Number of Common Shares Outstanding (Thousands) 45,203 41,475 40,361 40,882 40,296 37,844 Earnings Per Weighted Average Share of Common Stock $3.72 $2.84 $3.37 $4.44 $3.04 $2.29 Dividends Declared Per Share of Common Stock $2.74 $2.68 $2.62 $2.52 $2.46 $2.00 Common Shares Outstanding (Year-End) (Thousands) 46,619 43,911 40,784 40,882 40,296 38,728 Book Value Per Share of Common Stock (Year-End) $28.59 $26.46 $25.23 $24.56 $22.79 $18.33 27 December 31, 1993 1992 1991 1990 1989 1983 Balance Sheet Data (Thousands of Dollars except statistics and per share amounts) Utility Plant, Net $3,004,075 $2,810,279 $2,664,651$2,549,763 $2,444,278 $2,018,94 Total Assets $4,040,526 $3,557,721 $3,305,862$3,144,936 $2,984,507 $2,365,77 Common Equity $1,333,045 $1,161,896 $1,028,990$1,003,877 $ 918,235 $ 709,90 Preferred Stock (Not Subject to Purchase or Sinking Fund Requirements) 26,027 26,027 26,02726,027 26,02726,262 Preferred Stock, Net (Subject to Purchase or Sinking Fund Requirements) 52,840 56,154 59,46962,704 66,099157,589 Long-Term Debt, Net 1,424,399 1,204,754 1,122,396 938,933 1,003,972 796,518 Total Capitalization $2,836,311 $2,448,831 $2,236,882 $2,031,541 $2,014,333 $1,690,277 Other Statistics Electric: Customers (Year-End) 468,874 461,900 453,660 446,516435,004 366, Territorial Sales (Million KWH) 16,880 15,794 15,69515,385 14,88512,063 Residential: Average annual use per customer (KWH) 14,077 13,037 13,24613,330 12,89112,009 Average annual rate per KWH $.0707 $.0695 $.0700$.0707 $.0699$.0642 Generating Capability - Net MW (Year-End) 3,864 3,912 3,9123,891 3,8913,359 Territorial Peak Demand - Net MW 3,557 3,380 3,3003,222 3,1442,700 Gas: Customers (Year-End) 234,736 231,153 225,819220,817 205,657187,638 Sales (Thousand Therms) 717,417 761,721 694,801711,821 714,585671,429 Residential: Average annual use per customer (therms) 605 577 521 497 575 610 Average annual rate per therm $.76 $.74 $.77 $.77 $.69 $.65 Transit: Number of Coaches 93 95 102 109 84 112 Revenue Passengers Carried (Thousands) 4,568 5,837 6,395 6,788 6,430 9,744 28 ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS LIQUIDITY AND CAPITAL RESOURCES The cash requirements of the Company arise primarily from SCE&G's operational needs, the Company's construction program and the need to fund the activities or investments of the Company's nonregulated subsidiaries. The ability of the Company's regulated subsidiaries to replace existing plant investment, as well as to expand to meet future demand for electricity and gas, will depend upon their ability to attract the necessary financial capital on reasonable terms. The Company's regulated subsidiaries recover the costs of providing services through rates charged to customers. Rates for regulated services are generally based on historical costs. As customer growth and inflation occur and the regulated subsidiaries expand their construction programs, it is necessary to seek increases in rates. As a result the Company's future financial position and results of operations will be affected by the regulated subsidiaries' ability to obtain adequate and timely rate relief. Due to continuing customer growth, SCE&G entered into a contract with Duke/Fluor Daniel in 1991 to design, engineer and build a 385 MW coal-fired electric generating plant near Cope, South Carolina in Orangeburg County. Construction of the plant began in November 1992 with commercial operation expected in late 1995 or early 1996. The estimated price of the Cope plant, excluding financing costs and AFC but including an allowance for escalation, is $450 million. In addition, the transmission lines for interconnection with the Company's system are expected to cost $26 million. Until the completion of the new plant, SCE&G is contracting for additional capacity as necessary to ensure that the energy demands of its customers can be met. As discussed in Note 2A of Notes to Consolidated Financial Statements, on June 7, 1993 the PSC issued an order granting SCE&G a 7.4% annual increase in retail electric rates to be implemented in two phases of $42.0 million annually effective June 1993 and $18.5 million annually effective June 1994, based on a test year. The estimated primary cash requirements for 1994, excluding requirements for fuel liabilities and short-term borrowings, and the actual primary cash requirements for 1993 are as follows: 1994 1993 (Thousands of Dollars) Property additions and construction expenditures, excluding allowance for funds used during construction (AFC) $506,010 $381,141 Acquisition of oil and gas producing properties - 122,621 Nuclear fuel expenditures 28,064 7,177 Maturing obligations, redemptions and sinking and purchase fund requirements 25,627 16,530 Total $559,701 $527,469 Approximately 28% of total cash requirements (excluding dividends) was provided from internal sources in 1993 as compared to 40% in 1992. 29 The Company has in effect a medium-term note program for the issuance from time to time of unsecured medium-term debt securities. The proceeds from the sales of these securities may be used to fund additional business activities in nonutility subsidiaries, to reduce short-term debt incurred in connection therewith or for general corporate purposes. In 1993 the Company issued $60 million of such medium-term notes. The proceeds from the sales of these securities were used for the funding of nonutility subsidiary activities. At December 31, 1993 the Company had available for issuance $67.6 million under the current registration statement. SCE&G's First and Refunding Mortgage Bond Indenture, dated April 1, 1945 (Old Mortgage), contains provisions prohibiting the issuance of additional bonds thereunder (Class A Bonds) unless net earnings (as therein defined) for 12 consecutive months out of the 15 months prior to the month of issuance is at least twice the annual interest requirements on all Class A Bonds to be outstanding (Bond Ratio). For the year ended December 31, 1993 the Bond Ratio was 3.70. The issuance of additional Class A Bonds is restricted also to an additional principal amount equal to 60% of unfunded net property additions (which unfunded net property additions totaled approximately $219.9 million at December 31, 1993), Class A Bonds issued on the basis of retirements of Class A Bonds (which retirement credits totaled $10.9 million at December 31, 1993), and Class A Bonds issued on the basis of cash on deposit with the Trustee. SCE&G has placed a new bond indenture (New Mortgage) dated April 1, 1993 on substantially all of its electric properties under which its future mortgage-backed debt (New Bonds) will be issued. New Bonds are expected to be issued under the New Mortgage on the basis of a like principal amount of Class A Bonds issued under the Old Mortgage which have been deposited with the Trustee of the New Mortgage (of which $157 million were available for such purpose as of December 31, 1993), until such time as all presently outstanding Class A Bonds are retired. Thereafter, New Bonds will be issuable on the basis of property additions in a principal amount equal to 70% of the original cost of electric and common plant properties (compared to 60% of value for Class A Bonds under the Old Mortgage), cash deposited with the Trustee, and retirement of New Bonds. New Bonds will be issuable under the New Mortgage only if adjusted net earnings (as therein defined) for 12 consecutive months out of the 18 months immediately preceding the month of issuance are at least twice the annual interest requirements on all outstanding bonds (including Class A Bonds) and New Bonds to be outstanding (New Bond Ratio). For the year ended December 31, 1993 the New Bond Ratio was 5.0. On April 29, 1993 the Securities and Exchange Commission (SEC) declared effective a registration statement for the issuance of up to $700 million of New Bonds. The following series, aggregating $600 million, have been issued under such registration statement: On June 9, 1993, $100 million, 7 5/8% Series due June 1, 2023 to repay short-term borrowings in a like amount. On July 1, 1993, $100 million, 6% Series due June 15, 2000; and $150 million, 7 1/8% Series due June 15, 2013; and on July 20, 1993, $150 million, 7 1/2% Series due June 15, 2023, to redeem, on July 20, 1993, $382,035,000 of First and Refunding Mortgage Bonds maturing between 1999 and 2017 and bearing interest at rates between 8% and 9 7/8% per annum. On December 20, 1993, $100 million, 6 1/4% Series due December 15, 2003 to repay short-term borrowings in a like amount. 30 The following additional financing transactions have occurred since December 31, 1992: On January 15, 1993 the Company closed on an unsecured bank loan in the principal amount of $60 million, due January 14, 1994, and used the proceeds to pay off a loan in a like amount. The interest rate is the three month LIBOR plus 30 basis points and is reset quarterly. On January 14, 1994 the Company refinanced the loan with unsecured bank loans totaling $60 million, due January 13, 1995 at interest rates between 3.875% and 3.89%. On April 15, 1993 the Company arranged for a $15 million term loan, due April 14, 1994, to repay short-term borrowings in a like amount. The interest rate is the three month LIBOR plus 16 basis points and is reset quarterly. On June 1, 1993 SCE&G redeemed the following amounts of First and Refunding Mortgage Bonds: $35 million, 10 1/8% Series due 2009 and $13 million, 9 7/8% Series due 2009. On June 2, 1993 the Company entered into a $123 million 90-day bank loan (90-day bank loan) to finance the acquisition by Petroleum Resources of approximately 125 billion cubic feet equivalent of natural gas reserves through the purchase of NICOR Exploration and Production Company (NICOR). On July 1, 1993 the Company issued $60 million of medium-term notes bearing interest at the following rates and maturing on the following dates in the following amounts: $20 million, 5.76%, due July 1, 1998; $20 million, 6.15%, due July 3, 2000; and $20 million, 6.51%, due July 1, 2003. The proceeds were used to repay a portion of the 90-day bank loan discussed above. In early August 1993 the Company issued 1,467,000 shares of common stock with net proceeds totaling $69,345,090. The proceeds were used to repay the remainder of the 90-day bank loan discussed above and for general corporate purposes. On September 30, 1993 Pipeline Corporation sold unsecured promissory notes totaling $25 million, 6.72% due September 30, 2013. The proceeds were used to repay short-term borrowings in a like amount. Without the consent of at least a majority of the total voting power of SCE&G's preferred stock, SCE&G may not issue or assume any unsecured indebtedness if, after such issue or assumption, the total principal amount of all such unsecured indebtedness would exceed 10% of the aggregate principal amount of all of SCE&G's secured indebtedness and capital and surplus; provided, however, that no such consent shall be required to enter into agreements for payment of principal, interest and premium for securities issued for pollution control purposes. Pursuant to Section 204 of the Federal Power Act, SCE&G and GENCO must obtain FERC authority to issue short-term indebtedness. The FERC has authorized SCE&G to issue up to $200 million of unsecured promissory notes or commercial paper with maturity dates of 12 months or less but not later than December 31, 1995. GENCO has not sought such authorization. The Company had $175.0 million authorized lines of credit and had unused lines of credit of $148.0 million at December 31, 1993. In addition, the Company has a credit agreement for a maximum of $75 million to finance nuclear and fossil fuel inventories, with $38.2 million available at December 31, 1993. 31 SCE&G's Restated Articles of Incorporation prohibit issuance of additional shares of preferred stock without consent of the preferred stockholders unless net earnings (as defined therein) for the 12 consecutive months immediately preceding the month of issuance is at least one and one-half times the aggregate of all interest charges and preferred stock dividend requirements (Preferred Stock Ratio). For the year ended December 31, 1993 the Preferred Stock Ratio was 2.52. On October 12, 1993 the Company registered with the SEC 2,000,000 additional shares of the Company's common stock to be issued and sold under the Dividend Reinvestment and Stock Purchase Plan (DRP). During 1993 the Company issued 529,954 shares of the Company's common stock under the DRP. In addition, the Company issued 705,498 shares of its common stock pursuant to its Stock Purchase-Savings Plan (SPSP). The Company has authorized and reserved for issuance, and registered under effective registration statements, 2,065,824 and 872,420 shares of common stock pursuant to the DRP and the SPSP, respectively. In January 1994 the Company signed an agreement to sell in 1994 substantially all of the real estate assets of SCANA Development Corporation (Development Corporation) to Liberty Properties Group, Inc. of Greenville, South Carolina for $91.5 million. Under the terms of the agreement, a portion of the sales price will be received in cash at the time of closing. The remainder of the sales price, which is related to certain projects currently under construction, will be received in cash as those projects are completed. On March 4, 1994 the Company and Liberty amended the agreement regarding the sale. Under the terms of the amended agreement certain projects currently under construction will be excluded from the transaction and the sales price will be $49.6 million. All of the sales price will be received at the time of closing. The net proceeds from the sale will be used to retire Development Corporation's debt and for general corporate purposes, including the funding of other nonutility subsidiaries' business activities. The transaction will not have a material impact on the Company's financial position or results of operations. The Company anticipates that its 1994 cash requirements of $559.7 will be met through internally generated funds (approximately 38% excluding dividends), the sales of additional equity securities and the incurrence of additional short-term and long-term indebtedness. The timing and amount of such financing will depend upon market conditions and other factors. Actual 1994 expenditures may vary from the estimates set forth above due to factors such as inflation and economic conditions, regulation and legislation, rates of load growth, environmental protection standards and the cost and availability of capital. The Company expects that it has or can obtain adequate sources of financing to meet its projected cash requirements. Environmental Matters The Clean Air Act requires electric utilities to reduce substantially emissions of sulfur dioxide and nitrogen oxide by the year 2000. These requirements are being phased in over two periods. The first phase has a compliance date of January 1, 1995 and the second, January 1, 2000. The Company meets all requirements of Phase I and therefore will not have to implement changes until compliance with Phase II requirements is necessary. The Company then will most likely meet its compliance requirements through the burning of natural gas and/or lower sulfur coal, the addition of scrubbers to coal-fired generating units, and the purchase of sulfur dioxide emission allowances. Low nitrogen oxide burners will be installed to reduce nitrogen oxide emissions. The Company is continuing to refine a compliance plan that must be filed with the U.S. Environmental Protection Agency (EPA) by January 1, 1996. The Company currently estimates that air emissions control equipment will require capital expenditures of $252 million over the 1994-1998 period to retrofit existing facilities and an increased operation and maintenance cost of $31 million per year. To meet compliance requirements through the year 2003, the Company anticipates total capital expenditures of $275 million. 32 The South Carolina Solid Waste Policy and Management Act of 1991 requires promulgation of regulations addressing specified subjects, one of which affects the management of industrial solid waste. This regulation will establish minimum criteria for industrial landfills as mandated under the Act. The proposed regulation, if adopted as a final regulation in its present form, could significantly impact SCE&G's and GENCO's engineering, design and operation of existing and future ash management facilities. Potential cost impacts could be substantial. As described in Note 1L of Notes to Consolidated Financial Statements, the Company has an environmental assessment program to identify and assess current and former operations sites that could require environmental cleanup. As site assessments are initiated, an estimate is made of the amount of expenditures, if any, necessary to investigate and clean up each site. These estimates are refined as additional information becomes available; therefore actual expenditures could significantly differ from the original estimates. Amounts estimated and accrued to date ($19.6 million) for site assessments and cleanup of regulated operations have been deferred and are being amortized and recovered through rates over a ten-year period. Estimates to date include, among other things, the costs estimated to be associated with the matters discussed in the following paragraphs. The Company and its principal subsidiary, SCE&G, each own two decommissioned manufactured gas plant sites which contain residues of by-product chemicals. The Company and SCE&G have each maintained an active review of their respective sites to monitor the nature and extent of the residual contamination. In September 1992 the EPA notified SCE&G, the City of Charleston and the Charleston Housing Authority of their potential liability for the investigation and cleanup of the Calhoun Park Area Site in Charleston, South Carolina. This site originally encompassed approximately 18 acres and included properties which were the locations for industrial operations, including a wood preserving (creosote) plant and one of SCE&G's decommissioned manufactured gas plants. The original scope of this investigation has been expanded to approximately 30 acres including adjacent properties owned by the National Park Service and the City of Charleston, and private properties. The site has not been placed on the National Priority List, but may be added before cleanup is initiated. The potentially responsible parties (PRP) have agreed with the EPA to participate in an innovative approach to site investigation and cleanup called "Superfund Accelerated Cleanup Model," allowing the pre-cleanup site investigations process to be compressed significantly. The PRPs have negotiated an administrative order by consent for the conduct of a Remedial Investigation/Feasibility Study (RI/FS) and a corresponding Scope of Work. Actual field work began November 1, 1993 after final approval and authorization was granted by EPA. SCE&G is also working with the City of Charleston to investigate potential contamination from the manufactured gas plant at the city's aquarium site. During 1993 SCE&G settled its obligations at the Yellow Water Road Superfund Site near Jacksonville, Florida, the Spencer Transformer and Equipment Site in West Virginia and Elliott's Auto Parts in Benton, Arkansas. No further expenses are anticipated for these sites. SCE&G has been listed as a PRP and has recorded liabilities, which are not considered material, for the Macon-Dockery waste disposal site near Rockingham, North Carolina, the Aqua-Tech Environmental, Inc. site in Greer, South Carolina and a landfill owned by Lexington County in South Carolina. Litigation In January 1994 SCE&G, acting on behalf of itself and the PSA (as co-owners of Summer Station), reached a settlement with Westinghouse Electric Corporation (Westinghouse) resolving a dispute involving steam generators provided by Westinghouse to Summer Station which are defective in design, workmanship and materials. Terms of the settlement are confidential. SCE&G had filed an action in May 1990 against Westinghouse in the U.S. District Court for South Carolina; an order dismissing this suit was issued on January 12, 1994. 33 Regulatory Matters On June 7, 1993 the PSC issued an order on SCE&G's pending electric rate proceeding allowing an authorized return on common equity of 11.5%, resulting in a 7.4% annual increase in retail electric rates, or a projected $60.5 million annually on a test year basis. These rates are to be implemented in two phases over a two-year period: phase one, effective June 1993, producing $42.0 million annually, and phase two, effective June 1994, producing $18.5 million annually, on a test year basis. The Company's regulated business operations are likely to be impacted by the National Energy Policy Act (NEPA) and FERC Order No. 636. NEPA is designed to create a more competitive wholesale power supply market by creating "exempt wholesale generators" and by potentially requiring utilities owning transmission facilities provide transmission access to wholesalers. Order No. 636 is intended to deregulate the markets for interstate sales of natural gas by requiring that pipelines provide transportation services that are equal in quality for all gas suppliers whether the customer purchases gas from the pipeline or another supplier. In the opinion of the Company, it will be able to meet successfully the challenges of these altered business climates. Other In November 1992 the Financial Accounting Standards Board issued Statement No. 112 "Employers' Accounting for Postemployment Benefits." The Statement, which is effective for calendar year 1994, establishes certain conditions for the recognition of costs of benefits to former employees after employment but before retirement. The Statement requires recognition of the obligation to provide postemployment benefits if such obligation is attributable to services previously rendered, the obligation relates to rights which vest, payment of the benefits is probable and the amount of such benefits can be reasonably estimated. The Company does not anticipate that application of this Statement will have a significant impact on results of operations or financial position. RESULTS OF OPERATIONS Earnings and Dividends Earnings per share of common stock, the percent increase (decrease) from the previous year and the rate of return earned on common equity for the years 1991 through 1993 were as follows: 1993 1992 1991 Earnings per share $3.72 $2.84 $3.37 Percent increase (decrease) in earnings per share 31.0% (15.7%) (24.1%) Return earned on common equity (year-end) 12.6% 10.1% 13.2% 1993 Earnings per share and return on common equity increased in 1993 primarily due to a higher electric sales margin and additional nonoperating income. 1992 Earnings per share and return on common equity in 1992 decreased primarily due to the recording of an $11.1 million (after interest and income taxes) reserve against earnings related to the August 31, 1992 retail electric rate ruling from the South Carolina Supreme Court (see Note 2F of Notes to the Consolidated Financial Statements) and increases in other operating and interest expenses. The Company's financial statements include AFC. AFC is a utility accounting practice whereby a portion of the cost of both equity and borrowed funds used to finance construction (which is shown on the balance sheet as construction work in progress) is capitalized. Both an equity and debt portion of AFC are included in nonoperating income as noncash items which have the effect of increasing reported net income. AFC represented approximately 5.8% of income before income taxes in 1993, 5.5% in 1992 and 3.9% in 1991. 34 In 1993 the Company's Board of Directors raised the quarterly cash dividend on common stock to 68.5 cents per share from 67 cents per share. The increase, effective with the dividend payable on April 1, 1993, raised the indicated annual dividend rate to $2.74 per share from $2.68. The Company has increased the dividend rate on its common stock in 40 of the last 41 years. Electric Operations Electric sales margins for 1993, 1992 and 1991 were as follows: 1993 1992 1991 (Millions of Dollars) Electric revenues $940.1 $829.5 $867.2 Less: Fuel used in electric generation 228.7 206.2 224.9 Purchased power 13.0 7.3 9.8 Margin $698.4 $616.0 $632.5 1993 The increase in electric sales margin from 1992 to 1993 is primarilya result of increased residential and commercial KWH sales due to weather and customer growth, an increase in retail electric rates beginning in June 1993 and the recording in 1992 of a $14.6 million reserve as discussed below. 1992 The 1992 electric sales margin decreased from 1991 due to therecording of a $14.6 million reserve, before interest and income taxes, related to the August 31, 1992 ruling from the South Carolina Supreme Court (see Note 2F of Notes to Consolidated Financial Statements) and a $1.9 million billing related litigation settlement included in 1991 electric operating revenues. Warmer weather and an increase in the number of electric customers resulted in an all-time peak demand record of 3,557 MW on July 29, 1993. The previous year's record of 3,380 MW was set on July 13, 1992. Gas Operations Gas sales margins for 1993, 1992 and 1991 were as follows: 1993 1992 1991 (Millions of Dollars) Gas revenues $320.2 $305.3 $276.7 Less: Gas purchased for resale 209.7 191.6 171.9 Margin $110.5 $113.7 $104.8 1993 In 1993 the gas sales margin decreased from 1992 as a result of higher gas prices which reduced Pipeline Corporation's sales due to the competitiveness of alternative fuels. This reduction was partially offset by increases in higher margin residential and commercial sales and increased transportation volumes. 1992 The gas sales margin for 1992 increased from 1991 as a result of recoveries of $4.2 million allowed under a weather normalization adjustment which became effective the first billing cycle in December 1991; increases in residential usage due to cooler weather during 1992; and increased transportation volumes. 35 Other Operating Expenses and Taxes Increases (decreases) in other operating expenses, including taxes, are presented in the following table: Increase (Decrease) From Prior Year Classification 1993 1992 (Millions of Dollars) Other operation and maintenance $ 9.6 $ 11.0 Depreciation and amortization 4.5 5.6 Income taxes 29.1 (16.6) Other taxes .6 4.6 Total $43.8 $ 4.6 , 1993 Other operation and maintenance expenses increased for 1993 primarily due to the implementation of Financial Accounting Standards Board Statement No. 106 (see Note 1J of Notes to Consolidated Financial Statements) pursuant to the June 1993 PSC electric rate order and the amortization of environmental expenses. The depreciation and amortization increase reflects additions to plant in service. The increase in income taxes corresponds to the increase in income and reflects the increase in the corporate tax rate from 34% to 35% retroactive to January 1, 1993. 1992 Other operation and maintenance expenses increased for 1992 primarily due to increases in administrative and general expenses, increases in nuclear regulatory fees and nuclear and transmission systems maintenance. The increase in depreciation and amortization expense reflects additions to plant in service. Income taxes decreased primarily due to the tax impact of the rate refund (see Note 2F of Notes to Consolidated Financial Statements) and to other decreases in income. Other taxes increased primarily from higher property taxes caused by property additions and increased millage rates. In addition to the above, other taxes increased due to increases in state license fees. Other income, net of income taxes, increased approximately $14.7 million in 1993 primarily due to additional income from Petroleum Resources related to higher natural gas prices and additional income resulting from the acquisition of NICOR in June 1993. Interest Expense Increases (decreases) in interest expense are presented in the following table: Increase (Decrease) From Prior Year Classification 1993 1992 (Millions of Dollars) Interest on long-term debt, net $5.6 $4.3 Other interest expense (.1) 1.2 Total $5.5 $5.5 36 1993 Interest on long-term debt increased approximately $5.6 million in 1993 compared to 1992 due to the issuance of $72.4 million medium-term notes during the latter part of 1992 and $60 million medium-term notes in July 1993 to finance acquisitions of natural gas reserves and the issuance of $200 million of SCE&G's First Mortgage Bonds to finance utility construction. The resulting increases more than offset the interest savings resulting from the redemption and refinancing of $382 million of First and Refunding Mortgage Bonds with the proceeds from the issuance of $400 million of First Mortgage Bonds by SCE&G at lower interest rates. 1992 Interest on long-term debt increased approximately $4.4 million in 1992 compared to 1991 due to the issuances of $145 million and $155 million of First and Refunding Mortgage Bonds on July 24, 1991 and August 29, 1991, respectively, which more than offset the decreases in interest expense resulting from the repayment of debt and lower interest rates on remaining debt. 37 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA TABLE OF CONTENTS OF CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY FINANCIAL DATA Page Independent Auditor's Report....................................... 39 Consolidated Financial Statements: Consolidated Balance Sheets as of December 31, 1993 and 1992... 40 Consolidated Statements of Income and Retained Earnings for the years ended December 31, 1993, 1992 and 1991............. 42 Consolidated Statements of Cash Flows for the years ended December 31, 1993, 1992 and 1991............................. 43 Consolidated Statements of Capitalization as of December 31, 1993 and 1992................................... 44 Notes to Consolidated Financial Statements..................... 46 Supplemental Financial Statement Schedules: Schedule V - Property, Plant and Equipment for the years ended December 31, 1993, 1992 and 1991................. 65 Schedule VI - Accumulated Depreciation and Amortization of Property, Plant and Equipment for the years ended December 31, 1993, 1992 and 1991....................... 68 Schedule X - Supplementary Income Statement Information for the years ended December 31, 1993, 1992 and 1991............................. 71 Supplemental financial statement schedules other than those listed above are omitted because of the absence of conditions under which they are required or because the required information is included in the consolidated financial statements or in the notes thereto. 38 INDEPENDENT AUDITORS' REPORT SCANA CORPORATION: We have audited the accompanying Consolidated Balance Sheets and Consolidated Statements of Capitalization of SCANA Corporation and subsidiaries (Company) as of December 31, 1993 and 1992 and the related Consolidated Statements of Income and Retained Earnings and of Cash Flows for each of the three years in the period ended December 31, 1993. Our audits also included the financial statement schedules listed in the index on page 38. These financial statements and financial statement schedules are the responsibility of the Company's management. Our responsibility is to express an opinion on the financial statements and financial statement schedules based on our audits. We conducted our audits in accordance with generally accepted auditing standards. 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 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 consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 1993 and 1992, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 1993 in conformity with generally accepted accounting principles. Also, in our opinion, such financial statement schedules, when considered in relation to the basic financial statements taken as a whole, present fairly in all material respects the information set forth therein. s/Deloitte & Touche DELOITTE & TOUCHE Columbia, South Carolina February 7, 1994 39 CONSOLIDATED BALANCE SHEETS December 31, 1993 1992 ASSETS (Thousands of Dollars) Utility Plant (Notes 1, 3 and 4): Electric $3,328,915 $3,203,849 Gas 451,493 411,584 Transit 3,769 3,287 Common 72,804 65,124 Total 3,856,981 3,683,844 Less accumulated depreciation and amortization 1,259,689 1,192,873 Total 2,597,292 2,490,971 Construction work in progress 349,530 250,229 Nuclear fuel, net of accumulated amortization 29,087 39,916 Acquisition adjustment-gas, net of accumulated amortization 28,166 29,163 Utility Plant, Net 3,004,075 2,810,279 Nonutility Property and Investments (net of accumulated depreciation and depletion)(Note 8) 393,728 250,084 Current Assets: Cash and temporary cash investments (Note 8) 20,766 32,050 Receivables 174,121 138,684 Inventories (at average cost): Fuel (Notes 3 and 4) 62,977 52,598 Materials and supplies 46,890 46,274 Prepayments 21,826 22,628 Accumulated deferred income taxes 8,607 - Total Current Assets 335,187 292,234 Deferred Debits: Unamortized debt expense 13,076 10,104 Accumulated deferred income taxes (Notes 1 and 7) - 45,599 Unamortized deferred return on plant investment (Note 1) 14,860 19,106 Nuclear plant decommissioning fund (Note 1) 25,103 20,841 Other (Notes 1 and 10) 254,497 109,474 Total Deferred Debits 307,536 205,124 Total $4,040,526 $3,557,721 40 December 31, 1993 1992 CAPITALIZATION AND LIABILITIES (Thousands of Dollars) Stockholders' Investment (Note 5): Common equity $1,333,045 $1,161,896 Preferred stock (Not subject to purchase or sinking funds) 26,027 26,027 Total Stockholders' Investment 1,359,072 1,187,923 Preferred Stock, Net (Subject to purchase or sinking funds)(Notes 6 and 8) 52,840 56,154 Long-Term Debt, Net (Notes 3, 4 and 8) 1,424,399 1,204,754 Total Capitalization 2,836,311 2,448,831 Current Liabilities: Short-term borrowings (Notes 8 and 9) 43,019 41,156 Current portion of long-term debt (Note 3) 34,322 24,704 Current portion of preferred stock (Note 6) 2,504 2,485 Accounts payable 129,495 101,785 Estimated rate refunds and related interest (Note 2) 2,509 17,811 Customer deposits 13,498 14,102 Taxes accrued 50,063 65,004 Interest accrued 21,784 29,295 Dividends declared 33,637 31,302 Other 12,649 8,438 Total Current Liabilities 343,480 336,082 Deferred Credits: Accumulated deferred income taxes (Notes 1 and 7) 568,172 539,439 Accumulated deferred investment tax credits (Notes 1 and 7) 94,981 98,639 Accumulated reserve for nuclear plant decommissioning (Note 1) 25,103 20,841 Other (Note 1) 172,479 113,889 Total Deferred Credits 860,735 772,808 Commitments and Contingencies (Note 10) - - Total $4,040,526 $3,557,721 See Notes to Consolidated Financial Statements. 41 CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS For the Years Ended December 31, 1993 1992 1991 (Thousands of Dollars except per share amounts) Operating Revenues (Notes 1 and 2): Electric $ 940,121 $ 829,477 $ 867,215 Gas 320,195 305,275 276,742 Transit 3,851 3,623 3,869 Total Operating Revenues 1,264,167 1,138,375 1,147,826 Operating Expenses: Fuel used in electric generation 228,688 206,151 224,867 Purchased power 13,057 7,323 9,816 Gas purchased for resale 209,743 191,577 171,869 Other operation (Note 1) 223,239 215,800 208,614 Maintenance (Note 1) 67,652 65,442 61,599 Depreciation and amortization (Note 1) 112,844 108,315 102,669 Income taxes (Notes 1 and 7) 90,007 60,947 77,562 Other taxes 73,626 73,040 68,470 Total Operating Expenses 1,018,856 928,595 925,466 Operating Income 245,311 209,780 222,360 Other Income (Note 1): Other income, net of income taxes 21,147 6,388 8,201 Allowance for equity funds used during construction 8,929 5,495 3,454 Total Other Income 30,076 11,883 11,655 Income Before Interest Charges and Preferred Stock Dividends 275,387 221,663 234,015 Interest Charges (Credits): Interest on long-term debt, net 98,695 93,052 88,690 Other interest expense 8,672 8,819 7,648 Allowance for borrowed funds used during construction (Note 1) (6,178) (4,271) (4,880) Total Interest Charges, Net 101,189 97,600 91,458 Income Before Preferred Stock Cash Dividends of Subsidiary 174,198 124,063 142,557 Preferred Stock Cash Dividends of Subsidiary (At stated rates) (6,217) (6,473) (6,706) Net Income 167,981 117,590 135,851 Retained Earnings at Beginning of Year 462,893 457,393 428,626 Common Stock Cash Dividends Declared (Note 5) (124,494) (112,090) (105,868) Other - - (1,216) Retained Earnings at End of Year $ 506,380 $ 462,893 $ 457,393 Net Income $ 167,981 $ 117,590 $ 135,851 Weighted Average Number of Common Shares Outstanding (Thousands) 45,203 41,475 40,361 Earnings Per Weighted Average Share of Common Stock $3.72 $2.84 $3.37 See Notes to Consolidated Financial Statements. 42 CONSOLIDATED STATEMENTS OF CASH FLOWS For the Years Ended December 31, 1993 1992 1991 (Thousands of Dollars) Cash Flows From Operating Activities: Net income $167,981 $117,590 $135,851 Adjustments to reconcile net income to net cash provided from operating activities: Depreciation, depletion and amortization 158,024 126,695 117,402 Amortization of nuclear fuel 18,156 23,190 18,384 Deferred income taxes, net 65,205 (10,783) 30,199 Deferred investment tax credits, net (3,658) (3,667) (3,646) Net regulatory asset - adoption of SFAS No. 109 (31,531) - - Dividends declared on preferred stock of subsidiary 6,217 6,473 6,706 Allowance for funds used during construction (15,107) (9,766) (8,334) Unamortized loss on reacquired debt (17,063) (81) 171 Nuclear refueling accrual (6,086) 11,862 (6,192) Equity in (earnings) losses of investees (319) 652 412 Over (under) collections, fuel adjustment clause (14,308) 7,482 (1,207) Changes in certain current assets and liabilities: (Increase) decrease in receivables (35,244) (8,918) (2,506) (Increase) decrease in inventories (10,995) (234) 7,785 Increase (decrease) in accounts payable 28,109 7,282 6,978 Increase (decrease) in estimated rate refunds and related interest (15,302) 17,811 - Increase (decrease) in taxes accrued (14,941) 1,691 9,095 Increase (decrease) in interest accrued (7,511) 663 4,410 Other, net 3,955 12,354 3,567 Net Cash Provided From Operating Activities 275,582 300,296 319,075 Cash Flows From Investing Activities: Utility property additions and construction expenditures (322,381) (277,636) (239,140) Increase in nonutility property and investments: Acquisition of oil and gas producing properties (122,621) (74,766) (3,167) Nonutility property (81,044) (35,462) (20,750) Investments (4,066) (2,591) 4,895 Repurchase/reissuance of common stock for immaterial acquisition, net of cash acquired - - (25,514) Principal noncash item: Allowance for funds used during construction 15,107 9,766 8,334 Net Cash Used For Investing Activities (515,005) (380,689) (275,342) Cash Flows From Financing Activities: Proceeds: Issuance of mortgage bonds 600,000 - 300,000 Issuance of common stock 129,066 126,809 - Issuance of notes 85,000 150,900 - Issuance of bank notes and loans 63,059 3,354 80,000 Other long-term debt 3,005 - - Repayments: Mortgage bonds (430,000) (35,890) (8,000) Notes (71,700) (95,217) (81,016) Other long-term debt (1,535) (310) (76,649) Repurchase of common stock - - (3,656) Preferred stock (3,295) (3,199) (2,622) Dividend payments: Common stock (122,129) (109,383) (104,910) Preferred stock (6,247) (6,558) (6,718) Short-term borrowings, net 1,863 20,390 (113,304) Fuel financings, net (18,948) (6,628) (4,292) Net Cash Provided By (Used For) Financing Activities 228,139 44,268 (21,167) Net Increase (Decrease) in Cash and Temporary Cash Investments (11,284) (36,125) 22,566 Cash and Temporary Cash Investments, January 1 32,050 68,175 45,609 Cash and Temporary Cash Investments, December 31 $ 20,766 $ 32,050 $ 68,175 Supplemental Cash Information: Cash paid for - Interest $113,010 $100,340 $ 90,623 - Income taxes 93,337 81,819 45,357 Noncash Financing Activities: Capital lease obligations recorded - - 2,864 Department of Energy Decontamination and Decommissioning Obligation 4,965 - - See Notes to Consolidated Financial Statements. 43 CONSOLIDATED STATEMENTS OF CAPITALIZATION December 31, 1993 1992 Common Equity (Note 5): (Thousands of Dollars) Common stock, without par value, authorized 75,000,000 shares; issued and outstanding, 1993 - 46,619,457 shares and 1992 - 43,910,631 shares $ 826,665 $ 699,003 Retained earnings 506,380 462,893 Total Common Equity 1,333,045 47% 1,161,896 48% South Carolina Electric & Gas Company: Cumulative Preferred Stock (Not subject to purchase or sinking funds)(Note 5): $100 Par Value - Authorized 200,000 shares $50 Par Value - Authorized 125,209 shares Shares Outstanding Redemption Price Eventual Series 1993 1992 Current Through Minimum $100 Par 8.40% 197,668 197,668 102.80 11-30-96 101.00 19,767 19,767 $ 50 Par 5.00% 125,209 125,209 52.50 - 52.50 6,260 6,260 Total Preferred Stock (Not subject to purchase or sinking funds) 26,027 1% 26,027 1% South Carolina Electric & Gas Company: Cumulative Preferred Stock (Subject to purchase or sinking funds)(Notes 6 and 8): $100 Par Value - Authorized 1,550,000 shares Shares Outstanding Redemption Price Eventual Series 1993 1992 Current Through Minimum 7.70% 92,992 96,000 101.00 - 101.00 9,299 9,600 8.12% 131,899 136,265 102.03 - 102.03 13,190 13,626 224,891 232,265 $ 50 Par Value - Authorized 1,639,886 shares Shares Outstanding Redemption Price Eventual Series 1993 1992 Current Through Minimum 4.50% 20,800 22,400 51.00 - 51.00 1,040 1,120 4.60% 3,834 5,334 50.50 - 50.50 192 267 4.60%(A) 30,052 32,052 51.00 - 51.00 1,503 1,602 4.60%(B) 81,600 85,000 50.50 - 50.50 4,080 4,250 5.125% 74,000 75,000 51.00 - 51.00 3,700 3,750 6.00% 89,600 92,800 50.50 - 50.50 4,480 4,640 8.72% 160,000 192,000 51.00 12-31-98 50.00 8,000 9,600 9.40% 197,191 203,678 51.175 - 51.175 9,860 10,184 657,077 708,264 $ 25 Par Value - Authorized 2,000,000 shares; None outstanding in 1993 and 1992 Total Preferred Stock (Subject to purchase or sinking funds) 55,344 58,639 Less: Current portion, including sinking fund requirements 2,504 2,485 Total Preferred Stock, Net (Subject to purchase or sinking funds) 52,840 2% 56,154 2% 44 December 31, 1993 1992 Long-Term Debt (Notes 3, 4 and 8): (Thousands of Dollars) SCANA Corporation: Bank Notes, due 1995 (various rates between 3.875% and 3.89%) 60,000 60,000 Medium-term Notes: Year of Series Maturity 5.76% 1998 20,000 - 7.17% 1999 42,400 42,400 6.60% 1999 30,000 30,000 6.15% 2000 20,000 - 6.51% 2003 20,000 - South Carolina Electric & Gas Company: First Mortgage Bonds: Year of Series Maturity 6% 2000 100,000 - 6 1/4% 2003 100,000 - 7 1/8% 2013 150,000 - 7 1/2% 2023 150,000 - 7 5/8% 2023 100,000 - First and Refunding Mortgage Bonds: Year of Series Maturity 4 7/8% 1995 16,000 16,000 5.45% 1996 15,000 15,000 6% 1997 15,000 15,000 6 1/2% 1998 20,000 20,000 8% 1999 - 35,000 9 1/8% 1999 - 15,000 8% 2001 - 35,000 7 1/4% 2002 30,000 30,000 9% 2006 145,000 145,000 9 1/8% 2006 - 50,000 8.40% 2006 - 50,000 8 3/8% 2007 - 30,000 8.90% 2008 - 30,000 10 1/8% 2009 - 35,000 9 7/8% 2009 - 50,000 8 3/4% 2017 - 100,000 8 7/8% 2021 155,000 155,000 Pollution Control Facilities Revenue Bonds: 5.95% Series, due 2003 6,760 6,855 Fairfield County Series 1984, due 2014 (6.50%) 56,820 56,820 Richland County Series 1985, due 2014 (6.50%) 5,210 5,210 Fairfield County Series 1986, due 2014 (6.50%) 1,090 1,090 Colleton and Dorchester Counties Series 1987, due 2014 (6.60%) 4,365 4,365 Capitalized Lease Obligations, due 1991-1997 (various rates between 5 3/4% and 10%) 2,897 4,875 Installment Note Payable, due 1996 2,277 - Department of Energy Decontamination and Decommissioning Obligation 4,634 - South Carolina Generating Company, Inc.: Berkeley County Pollution Control Facilities Revenue Bonds, due 2014 (6.50%) 35,850 35,850 Note, 7.78%, due 2011 71,100 74,800 South Carolina Fuel Company, Inc.: Nuclear and Fossil Fuel Liability 36,750 55,698 South Carolina Pipeline Corporation: Notes, 6.72% due 2013 25,000 - Note, 9.27%, due 1991-1994 8,000 16,000 SCANA Development Corporation, Inc.: Notes, due 1994-2004 (various rates between 8.5% and 12.0%) 1,770 1,384 Bank Loans, due 1994-1998 (various rates between 6% and 6.25%) 13,839 10,952 Primesouth: Term Loan and Capitalized Lease Obligation - 902 Total Long-Term Debt 1,464,762 1,233,201 Less - Current maturities, including sinking fund requirements 34,322 24,704 - Unamortized discount 6,041 3,743 Total Long-Term Debt, Net 1,424,399 50% 1,204,754 49% Total Capitalization $2,836,311 100% $2,448,831 100% See Notes to Consolidated Financial Statements. 45 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: A. Organization and Principles of Consolidation SCANA Corporation (Company), a South Carolina corporation, is a public utility holding company within the meaning of the Public Utility Holding Company Act of 1935, but is exempt from registration under such Act. The accompanying Consolidated Financial Statements reflect the consolidation of the accounts of the Company and its wholly owned subsidiaries: Regulated utilities South Carolina Electric & Gas Company (SCE&G) South Carolina Fuel Company, Inc. South Carolina Generating Company, Inc. (GENCO) South Carolina Pipeline Corporation (Pipeline Corporation) Nonregulated businesses SCANA Petroleum Resources, Inc. (Petroleum Resources) SCANA Hydrocarbons, Inc. Suburban Propane Group, Inc. SCANA Development Corporation MPX Systems, Inc. Primesouth, Inc. SCANA Capital Resources, Inc. Investments in joint ventures in real estate are reported using the equity method of accounting. Significant intercompany balances and transactions have been eliminated in consolidation. In January 1994 the Company signed an agreement to sell in 1994 substantially all of the real estate assets of SCANA Development Corporation to Liberty Properties Group, Inc. of Greenville, South Carolina for $91.5 million. Under the terms of the agreement, a portion of the sales price will be received in cash at the time of closing. The remainder of the sales price, which is related to certain projects currently under construction, will be received in cash as those projects are completed. The transaction will not have a material impact on results of operations. B. System of Accounts The accounting records of the Company's regulated subsidiaries are maintained in accordance with the Uniform System of Accounts prescribed by the Federal Energy Regulatory Commission (FERC) and as adopted by the Public Service Commission of South Carolina (PSC). C. Utility Plant Utility plant is stated substantially at original cost. The costs of additions, renewals and betterments to utility plant, including direct labor, material and indirect charges for engineering, supervision and an allowance for funds used during construction, are added to utility plant accounts. The original cost of utility property retired or otherwise disposed of is removed from utility plant accounts and generally charged, along with the cost of removal, less salvage, to accumulated depreciation. The costs of repairs, replacements and renewals of items of property determined to be less than a unit of property are charged to maintenance expense. 46 SCE&G, operator of the V. C. Summer Nuclear Station (Summer Station), and the South Carolina Public Service Authority (PSA) are joint owners of Summer Station in the proportions of two- thirds and one-third, respectively. The parties share the op- erating costs and energy output of the plant in these proportions. Each party, however, provides its own financing. Plant in service related to SCE&G's portion of Summer Station was approximately $920.2 million and $916.0 million as of December 31, 1993 and 1992, respectively. Accumulated depreciation associated with SCE&G's share of Summer Station was approximately $285.3 million and $262.2 million as of December 31, 1993 and 1992, respectively. SCE&G's share of the direct expenses associated with operating Summer Station is included in the Company's "Other operation" and "Maintenance" expenses. D. Allowance for Funds Used During Construction Allowance for funds used during construction (AFC), a noncash item, reflects the period cost of capital devoted to plant under construction. This accounting practice results in the inclusion, as a component of construction cost, of the costs of debt and equity capital dedicated to construction investment. AFC is included in rate base investment and depreciated as a component of plant cost in establishing rates for utility services. The Company's regulated subsidiaries calculated AFC using composite rates of 9.3%, 9.6% and 9.7% for 1993, 1992 and 1991, respectively. These rates do not exceed the maximum allowable rate as calculated under FERC Order No. 561. Interest on nuclear fuel in process is capitalized at the actual interest amount. E. Deferred Return on Plant Investment Commencing July 1, 1987, as approved by a PSC order on that date, SCE&G ceased the deferral of carrying costs associated with 400 MW of electric generating capacity previously removed from rate base and began amortizing the accumulated deferred carrying costs on a straight-line basis over a ten-year period. Amortization of deferred carrying costs, included in "Depreciation and amortization," was approximately $4.2 million for each of 1993, 1992 and 1991. F. Revenue Recognition Customers' meters are read and bills are rendered on a monthly cycle basis. Base revenue is recorded during the accounting period in which the meters are read. Fuel costs for electric generation are collected through the fuel component in retail electric rates. The fuel component contained in electric rates is established by the PSC during semiannual fuel cost hearings. Any difference between actual fuel cost and that contained in the fuel component is deferred and included when determining the fuel cost component during the next semiannual fuel cost hearing. At December 31, 1993 and 1992 SCE&G had overcollected through the electric fuel clause component approximately $9.2 million and $17.7 million, respectively, which are included in "Deferred Credits-Other." Customers subject to the gas cost adjustment clause are billed based on a fixed cost of gas determined by the PSC during annual gas cost recovery hearings. Any difference between actual gas cost and that contained in the rates is deferred and included when establishing gas costs during the next annual gas cost recovery hearing. At December 31, 1993 and 1992 the Company had undercollected through the gas cost recovery procedure approximately $12.0 million and $6.2 million, respectively, which are included in "Deferred Debits-Other." 47 G. Depreciation, Depletion and Amortization Provisions for depreciation are recorded using the straight- line method for financial reporting purposes and are based on the estimated service lives of the various classes of property. The composite weighted average depreciation rates were as follows: 1993 1992 1991 SCE&G 2.97% 3.00% 2.97% GENCO 2.64% 2.63% 2.59% Pipeline Corporation 2.62% 2.62% 2.62% Aggregate of Above 2.92% 2.96% 2.94% Nuclear fuel amortization, which is included in "Fuel used in electric generation" and is recovered through the fuel cost component of SCE&G's rates, is recorded using the units-of- production method. Provisions for amortization of nuclear fuel include amounts necessary to satisfy obligations to the United States Department of Energy under a contract for disposal of spent nuclear fuel. The acquisition adjustment relating to the purchase of certain gas properties in 1982 is being amortized over a 40-year period using the straight-line method. Depreciation, depletion and amortization of the capitalized costs of oil and gas producing properties is provided for on the units-of-production basis. Units-of-production rates are based on estimated proven reserves. H. Nuclear Decommissioning Decommissioning of Summer Station is presently projected to commence in the year 2022 when the operating license expires. The expenditures (on a before-tax basis) related to SCE&G's share of decommissioning activities are currently estimated, in 2022 dollars assuming a 4.5% annual rate of inflation, to be approximately $545.3 million including partial reclamation costs. SCE&G is providing for its share of estimated decommissioning costs of Summer Station over the life of Summer Station. SCE&G collected through rates $2.5 million and $1.6 million in 1993 and 1992, respectively. The amounts collected are deposited in an external trust fund in compliance with the financial assurance requirements of the Nuclear Regulatory Commission. Management intends for the fund, including earnings thereon, to provide for all eventual decommissioning expenditures on an after-tax basis. In addition, pursuant to the National Energy Policy Act passed by Congress in 1992, SCE&G has recorded a liability for its estimated share of amounts required by the U.S. Department of Energy for its decommissioning fund. SCE&G will recover the costs associated with this liability, totaling $4.6 million at December 31, 1993, through the fuel cost component of its rates; accordingly, these amounts have been deferred and are included in "Deferred Debits-Other" and "Long-term Debt, Net." I. Income Taxes The Company and its subsidiaries file consolidated Federal and State income tax returns. Income taxes are allocated to all subsidiaries based on their contributions to consolidated taxable income. 48 The Company adopted Statement of Financial Accounting Standards No. 109, "Accounting for Income Taxes," effective January 1, 1993. Prior years' financial statements have not been restated. Deferred tax assets and liabilities were adjusted from the amounts recorded at December 31, 1992 under prior standards to the amounts required at January 1, 1993 under Statement No. 109 at currently enacted income tax rates. The adjustments were charged or credited to regulatory assets or liabilities if the Company expects to recover the resulting additional income tax expense from, or pass through the resulting reductions in income tax expense to, customers of the Company's regulated subsidiaries; otherwise they were charged or credited to income tax expense. The cumulative effect of adopting Statement No. 109 on retained earnings as of January 1, 1993, as well as the effect of adoption on net income for the year ended December 31, 1993, was not material. The combined effect of adopting Statement No. 109 and adjusting deferred tax assets and liabilities for the change in 1993 of the corporate Federal income tax rate from 34% to 35% resulted in balances of $100.8 million in regulatory assets (included in "Deferred Debits-Other") and $69.3 million in regulatory liabilities (included in "Deferred Credits-Other") for the Company's regulated subsidiaries. In accordance with Statement No. 109, deferred tax assets and liabilities are recorded for the tax effect of temporary differences between the book and tax basis of assets and liabilities at currently enacted tax rates. Deferred tax assets and liabilities are adjusted for changes in such rates through charges or credits to regulatory assets or liabilities if they are expected to be recovered from, or passed through to, customers of the Company's regulated subsidiaries; otherwise, they are charged or credited to income tax expense. Prior to the adoption of Statement No. 109 on January 1, 1993, the Company recorded a deferred income tax provision on all material timing differences between the inclusion of items in pretax financial income and taxable income each year, except for those which were expected to be passed through to, or collected from, customers of the Company's regulated subsidiaries. Accumulated deferred income taxes were generally not adjusted for changes in enacted tax rates. J. Pension Expense The Company has a noncontributory defined benefit pension plan covering substantially all permanent employees. Benefits are based on years of accredited service and the employee's average annual base earnings received during the last three years of employment. The Company's policy has been to fund pension costs accrued to the extent permitted by the applicable Federal income tax regulations as determined by an independent actuary. Net periodic pension cost, as determined by an independent actuary, for the years ended December 31, 1993, 1992 and 1991 included the following components: 1993 1992 1991 (Thousands of Dollars) Service cost-benefits earned during the period $ 7,629 $ 7,174 $ 6,367 Interest cost on projected benefit obligation 20,413 19,628 18,334 Adjustments: Return on plan assets (50,389) (28,607) (51,440) Net amortization and deferral 25,936 8,096 36,263 Net periodic pension cost $ 3,589 $ 6,291 $ 9,524 49 The following table sets forth the funded status of the plan, as determined by an independent actuary, at December 31, 1993 and 1992: 1993 1992 (Thousands of Dollars) Actuarial present value of benefit obligations: Vested benefit obligation $204,794 $177,930 Nonvested benefit obligation 14,085 17,110 Accumulated benefit obligation $218,879 $195,040 Projected benefit obligation $295,718 $258,440 Plan assets at fair value (invested primarily in equity and debt securities) 351,648 304,114 Plan assets greater than projected benefit obligation 55,930 45,674 Unrecognized net transition liability 10,713 11,555 Unrecognized prior service costs 9,294 10,563 Unrecognized net gain (64,607) (63,633) Pension asset recognized in Consolidated Balance Sheets $ 11,330 $ 4,159 The accumulated benefit obligation is based on the plan's benefit formulas without considering expected future salary increases. The following table sets forth the assumptions used in the amounts shown above for the years 1993, 1992 and 1991. 1992 and 1993 1991 Annual discount rate used to determine benefit obligations 7.25% 8.0% Expected long-term rate of return on plan assets 7.25% 8.0% Discount rate used in determining pension cost 8.0% 8.0% Assumed annual rate of future salary increases for projected benefit obligation 4.75% 5.5% The change in the annual discount rate used to determine benefit obligations from 8.0% to 7.25% as of December 31, 1993 increased the projected benefit obligation and reduced the unrecognized net gain by approximately $4.1 million. In addition to pension benefits, the Company provides certain health care and life insurance benefits to active and retired employees. On January 1, 1993 the Company adopted Statement No. 106 "Employers' Accounting for Postretirement Benefits Other Than Pensions." The Statement requires that the cost of postretirement benefits other than pensions be accrued during the years the employees render the service necessary to be eligible for the applicable benefits. The Company previously expensed these benefits, which are primarily health care, as claims were incurred. The accumulated obligation for these benefits at January 1, 1993 was approximately $68 million (transition liability) and the annualized increase in expenses (net of payments to current retirees), including the amortization of the transition liability over approximately 20 years as provided for by the Statement, is approximately $4.7 million. In its June 1993 electric rate order (see Note 2A) the PSC approved the inclusion in rates of the portion of increased expenses related to electric operations. Such expenses had been deferred through May 31, 1993 pursuant to a December 10, 1992 accounting directive allowing deferral pending consideration of recovery in future rate proceedings. The Company expensed approximately $4.3 million, net of payments to current retirees, for the year ended December 31, 1993. 50 Net periodic postretirement benefit cost, as determined by an independent actuary for the year ended December 31, 1993 included the following components (thousands of dollars): Service cost-benefits earned during the period $ 1,908 Interest cost on accumulated postretirement benefit obligation 5,502 Adjustments: Return on plan assets - Amortization of unrecognized transition obligation 3,344 Other net amortization and deferral - Net periodic postretirement benefit cost $ 10,754 The following table sets forth the unfunded status of the plan, as determined by an independent actuary, at December 31, 1993 (thousands of dollars): Accumulated postretirement benefit obligations for: Retirees $ 40,865 Other fully eligible participants 25,767 Other active participants 6,841 Accumulated postretirement benefit obligation 73,473 Plan assets at fair value - Plan assets less accumulated postretirement benefit obligation (73,473) Unrecognized net transition liability 64,925 Unrecognized prior service costs - Unrecognized net (gain) loss 4,248 Postretirement benefit liability recognized in Consolidated Balance Sheet $ (4,300) The accumulated postretirement obligation is based upon the plan's benefit provisions and the following assumptions: Assumed health care cost trend rate used to measure expected 1994 costs 12.25% Ultimate health care cost trend rate (to be achieved in 2004) 5.25% Discount rate used in determining post- retirement benefit costs 7.25% Assumed annual rate of salary increases 4.75% The effect of a one-percentage-point increase in the assumed health care cost trend rate for each future year on the aggregate of the service and interest cost components of net periodic postretirement benefit cost for the year ended December 31, 1993 and the accumulated postretirement benefit obligation as of December 31, 1993 would be to increase such amounts by $60,000 and $1.7 million, respectively. 51 K. Debt Premium, Discount and Expense, Unamortized Loss on Reacquired Debt Long-term debt premium, discount and expense are being amortized as components of "Interest on long-term debt, net" over the terms of the respective debt issues. Gains or losses on reacquired debt that is refinanced are deferred and amortized over the term of the replacement debt. L. Environmental The Company has an environmental assessment program to identify and assess current and former operations sites that could require environmental cleanup. As site assessments are initiated, an estimate is made of the amount of expenditures, if any, necessary to investigate and clean up each site. These estimates are refined as additional information becomes available; therefore actual expenditures could significantly differ from the original estimates. Amounts estimated and accrued to date for site assessments and cleanup relate primarily to regulated operations; such amounts have been deferred and are being amortized and recovered through rates over a ten-year period. Such amounts totaled $19.6 million and $18.3 million at December 31, 1993 and 1992, respectively, and are included in "Deferred Debits-Other." M. Gas Futures Contracts The Company sells gas futures contracts to hedge price risks for a portion of Petroleum Resources' production. Gains and losses on such contracts, which are not material, are recognized concurrently with the revenue from the associated gas sales. N. Postemployment Benefits In November 1992 the Financial Accounting Standards Board issued Statement No. 112 "Employers' Accounting for Postemployment Benefits." The Statement, which is effective for calendar year 1994, establishes certain conditions for the recognition of costs of benefits to former employees after employment but before retirement. The Statement requires recognition of the obligation to provide postemployment benefits if such obligation is attributable to services previously rendered, the obligation relates to rights which vest, payment of the benefits is probable, and the amount of such benefits can be reasonably estimated. The Company does not anticipate that application of this Statement will have a significant impact on results of operations or financial position. O. Temporary Cash Investments The Company considers temporary cash investments having original maturities of three months or less to be cash equivalents. Temporary cash investments are generally in the form of commercial paper, certificates of deposit and repurchase agreements. P. Reclassifications Certain amounts from prior periods have been reclassified to conform with the 1993 presentation. 2. RATE MATTERS: A. On June 7, 1993 the PSC issued an order on the Company's pending electric rate proceeding allowing an authorized return on common equity of 11.5%, resulting in a 7.4% annual increase in retail electric rates, or a projected $60.5 million annually based on a test year. These rates are to be implemented in two phases over a two-year period: phase one, effective June 1993, producing $42.0 million annually, and phase two, effective June 1994, producing $18.5 million annually, based on a test year. 52 B. On September 14, 1992 the PSC issued an order granting SCE&G a $.25 increase in transit fares from $.50 to $.75 in both Columbia and Charleston, South Carolina; however, the PSC also required $.40 fares for low income customers and denied SCE&G's request to reduce the number of routes and frequency of service. The new rates were placed into effect on October 5, 1992. SCE&G has appealed the PSC's order to the Circuit Court. During oral arguments in February 1994 the Circuit Court retained jurisdiction and remanded the decision to the PSC for the limited purpose of answering questions concerning the applicable regulatory principles used by the PSC in determining these transit rates. C. Since November 1, 1991 SCE&G's gas rate schedules for its residential, small commercial and small industrial customers have included a weather normalization adjustment (WNA). The WNA minimizes fluctuations in gas revenues due to abnormal weather conditions and has been approved through November 1994 subject to an annual review by the PSC. The PSC order was based on a return on common equity of 12.25% (see Note 2G). The WNA became effective the first billing cycle in December 1991. D. In May 1989 the PSC approved a volumetric and direct billing method for Pipeline Corporation to recover take-or-pay costs incurred from its interstate pipeline suppliers pursuant to FERC-approved final and non-appealable settlements. In December 1992 the South Carolina Supreme Court (Supreme Court) approved Pipeline Corporation's full recovery of the take-or-pay charges imposed by its suppliers and treatment of these charges as a cost of gas. However, the Supreme Court declared the PSC- approved "purchase deficiency" methodology for recovery of these costs to be unlawful retroactive ratemaking and remanded the docket to the PSC to reconsider its recovery methodology. The Company believes that the elimination of the purchase deficiency method of recovery will affect the timing for recovery of take- or-pay charges and shift the allocations among Pipeline Corporation's customers (including SCE&G) but that all such charges should be ultimately recovered. The case has been remitted to the PSC by the Supreme Court and the Company anticipates the PSC will issue an Order authorizing full recovery of incurred take-or-pay costs on a prospective volumetric basis after the completion of accounting verification by the PSC Staff of the principal and associated interest costs. E. On August 8, 1990 the PSC issued an order, effective November 1, 1990, approving changes in Pipeline Corporation's gas rate design for sales for resale service and upholding the "value-of-service" method of regulation for its direct industrial service. Direct industrial customers seeking "cost-of-service" based rates initiated two separate appeals to the Circuit Court, which reversed and remanded to the PSC its August 8, 1990 order. Pipeline Corporation appealed that decision to the Supreme Court which reversed the two Circuit Court decisions and reinstated the PSC Order. The Supreme Court held that the industrial customer group's appeal was premature and failed to exhaust administrative remedies. Additionally, the Supreme Court interpreted the rate- making statutes of South Carolina to give discretion to the PSC in selecting the methodology to be used in setting rates for natural gas service. F. On July 3, 1989 the PSC granted SCE&G approximately $21.9 million of a requested $27.2 million annual increase in retail electric revenues based upon an allowed return on common equity of 13.25%. The Consumer Advocate appealed the decision to the Supreme Court which, on August 31, 1992, found that the evidence in the record of that case did not support a return on common equity higher than 13.0% and remanded to the PSC a portion of its July 1989 order for a determination of the proper return on common equity consistent with the Supreme Court's opinion. On January 19, 1993 the PSC issued an order allowing a return on common equity of 13.0%, approving a refund based on the difference in rates created by the difference between the 13.0% and the 13.25% return on common equity and making other non- material adjustments to the calculation of cost-of-service. The total refund, before interest and income taxes, was approximately $14.6 million and was charged against 1992 "Electric Revenues." The refund plus interest was made during 1993. 53 G. On November 28, 1989 the PSC granted SCE&G an increase in firm retail natural gas rates, effective November 30, 1989, designed to increase annual revenues by $10.1 million, or 89.5% out of the requested increase of approximately $11.3 million. In its order the PSC authorized a 12.75% return on common equity. The Consumer Advocate appealed to the Supreme Court which on August 31, 1992 remanded the order to the PSC for redetermination of the proper amount of litigation expenses to include in the test period. In January 1993 the PSC reduced the amount of litigation expense and ordered a refund totaling approximately $163,000 which was charged against 1992 "Gas Revenues." The refund was made during 1993. 3. LONG-TERM DEBT: The annual amounts of long-term debt maturities, including the amounts due under the nuclear and fossil fuel agreement (see Note 4), and sinking fund requirements for the years 1994 through 1998 are summarized as follows: Year Amount Year Amount (Thousands of Dollars) 1994 $34,322 1997 $34,591 1995 94,067 1998 59,228 1996 69,269 Approximately $10.9 million of the current portion of long- term debt for 1994 may be satisfied by either deposit and cancellation of bonds issued upon the basis of property additions or bond retirement credits, or by deposit of cash with the Trustee. During 1993 certain issues of SCE&G's First and Refunding Mortgage Bonds were redeemed and replaced with SCE&G's First Mortgage Bonds. In January 1994 the Company arranged for unsecured bank loans totaling $60 million, due January 13, 1995 at interest rates between 3.875% and 3.89%. Proceeds from the loan were used to repay a $60 million bank loan due January 14, 1994; accordingly, such loan is included in long-term debt at December 31, 1993. Substantially all utility plant and fuel inventories are pledged as collateral in connection with long-term debt. 4. FUEL FINANCINGS: Nuclear and fossil fuel inventories are financed through the issuance of short-term commercial paper. These short-term borrowings are supported by an irrevocable revolving credit agreement which expires July 31, 1996. Accordingly, the amounts outstanding have been included in long-term debt. The credit agreement provides for a maximum amount of $75 million that may be outstanding at any time. Commercial paper outstanding totaled $36.8 million and $55.7 million at December 31, 1993 and 1992 at weighted average interest rates of 3.47% and 3.81%, respectively. 54 5. STOCKHOLDERS' INVESTMENT (Including Preferred Stock Not Subject to Purchase or Sinking Funds): The changes in "Common Stock," without par value, during 1993, 1992 and 1991 are summarized as follows: Number Thousands of Shares of Dollars Balance December 31, 1990 40,882,176 $575,251 Repurchase of common stock (1,000,000) (37,425) Acquisition of propane operations 902,311 33,769 Other (160) 2 Balance December 31, 1991 40,784,327 571,597 Issuance of common stock 3,126,304 127,406 Balance December 31, 1992 43,910,631 699,003 Issuance of common stock 2,708,826 127,662 Balance December 31, 1993 46,619,457 $826,665 The Restated Articles of Incorporation of the Company do not limit the dividends that may be payable on its common stock. However, the Restated Articles of Incorporation of SCE&G and the Indenture underlying its First and Refunding Mortgage Bonds contain provisions that may limit the payment of cash dividends on its common stock. In addition, with respect to hydroelectric projects, the Federal Power Act may require the appropriation of a portion of the earnings therefrom. At December 31, 1993 approximately $10.6 million of retained earnings were restricted as to payment of cash dividends on common stock. Cash dividends on common stock were declared at an annual rate per share of $2.74, $2.68 and $2.62 for 1993, 1992 and 1991, respectively. 6. PREFERRED STOCK (Subject to Purchase or Sinking Funds): The call premium of the respective series of preferred stock in no case exceeds the amount of the annual dividend. Retirements under sinking fund requirements are at par values. At any time when dividends have not been paid in full or declared and set apart for payment on all series of preferred stock, SCE&G may not redeem any shares of preferred stock (unless all shares of preferred stock then outstanding are redeemed) or purchase or otherwise acquire for value any shares of preferred stock except in accordance with an offer made to all holders of preferred stock. SCE&G may not redeem any shares of preferred stock (unless all shares of preferred stock then outstanding are redeemed) or purchase or otherwise acquire for value any shares of preferred stock (except out of monies set aside as purchase funds or sinking funds for one or more series of preferred stock) at any time when it is in default under the provisions of the purchase fund or sinking fund for any series of preferred stock. 55 The aggregate annual amounts of purchase fund or sinking fund requirements for preferred stock for the years 1994 through 1998 are summarized as follows: Year Amount Year Amount (Thousands of Dollars) 1994 $2,504 1997 $2,440 1995 2,515 1998 2,440 1996 2,482 The changes in "Total Preferred Stock (Subject to purchase or sinking funds)" during 1993, 1992 and 1991 are summarized as follows: Number Thousands of Shares of Dollars Balance December 31, 1990 1,050,201 $64,460 Shares Redeemed: $100 par value (628) (63) 50 par value (51,169) (2,559) Balance December 31, 1991 998,404 61,838 Shares Redeemed: $100 par value (6,098) (610) 50 par value (51,777) (2,589) Balance December 31, 1992 940,529 58,639 Shares Redeemed: $100 par value (7,374) (737) 50 par value (51,187) (2,558) Balance December 31, 1993 881,968 $55,344 7. INCOME TAXES: Total income tax expense for 1993, 1992 and 1991 is as follows: 1993 1992 1991 (Thousands of Dollars) Current taxes: Federal $59,590 $67,240 $43,485 State 6,409 8,146 5,284 Total current taxes 65,999 75,386 48,769 Deferred taxes, net: Federal 23,219 (11,888) 25,548 State 6,003 413 4,653 Total deferred taxes 29,222 (11,475) 30,201 Investment tax credits: Amortization of amounts deferred (credit) (3,659) (3,659) (3,645) Total income tax expense $91,562 $60,252 $75,325 56 Total income taxes differ from amounts computed by applying the statutory Federal income tax rate of 35% for 1993 and 34% for 1992 and 1991 to pretax income as follows: 1993 1992 1991 (Thousands of Dollars) Net income $167,981 $117,590 $135,851 Total income tax expense: Charged to operating expenses 90,007 60,947 77,562 Charged (credited) to other income 1,555 (695) (2,237) Preferred stock dividends 6,217 6,473 6,706 Total pretax income $265,760 $184,315 $217,882 Income taxes on above at statutory Federal Federal income tax rate $ 93,016 $62,667 $74,080 Increases (decreases) attributable to: Allowance for funds used during construction (excluding nuclear fuel) (3,125) (1,868) (1,174) Deferred return on plant investment, net of amortization 1,486 1,444 1,444 Depreciation differences 2,794 2,129 1,613 Amortization of investment tax credits (3,659) (3,659) (3,645) State income taxes (less Federal income tax effect) 8,068 5,649 6,559 Deferred income tax flowback at higher than statutory rates (4,411) (5,565) (3,226) Alternate fuel production tax credit (1,373) (275) - Other differences, net (1,234) (270) (326) Total income tax expense $ 91,562 $60,252 $75,325 The Omnibus Budget Reconciliation Act was signed into law on August 10, 1993, increasing the corporate tax rate from 34% to 35% effective January 1, 1993. The impact of this change on the Company's financial position and results of operations was not material. The tax effects of significant temporary differences comprising the Company's net deferred tax liability of $559.6 million at December 31, 1993 determined in accordance with Statement No. 109 (see Note 1I) are as follows (thousands of dollars): Deferred tax assets: Unamortized investment tax credits $ 58,839 Cycle billing 15,084 Nuclear operations expenses 4,908 Deferred compensation 5,315 Uncollectible accounts 1,892 Other post retirement benefits 1,631 Injuries and damages 722 Other 8,488 Total deferred tax assets 96,879 Deferred tax liabilities: Accelerated depreciation and amortization 604,091 Intangible drilling costs 15,768 Reacquired debt 7,574 Property taxes 6,406 Pension expense 6,266 Take-or-pay contracts 4,528 Nuclear system maintenance 2,965 Early retirement programs 1,961 Nuclear decontamination fund 1,417 Other 5,468 Total deferred tax liabilities 656,444 Net deferred tax liability $559,565 57 "Total deferred taxes" charged (credited) to income tax expense result from timing differences in recognition of the following items: 1992 1991 (Thousands of Dollars) Charged (credited) to expense: Accelerated depreciation and amortization $ 2,313 $23,900 Deferred fuel accounting (2,958) 461 Property taxes 562 1,692 Cycle billing (1,321) 3,608 Take-or-pay contracts (1,118) (1,099) Intangible drilling costs 5,122 276 Nuclear refueling accrual (4,430) 2,052 Electric rate refund (6,571) - Injuries and damages (1,377) - Other, net (1,697) (689) Total deferred taxes $(11,475) $30,201 The Internal Revenue Service has examined and closed consolidated Federal income tax returns of the Company through 1989 and is currently examining the 1990 and 1991 Federal income tax returns. No adjustments are currently proposed by the examining agent. The Company does not anticipate that any adjustments which might result from this examination will have a significant impact on the earnings or financial position of the Company. 8. FINANCIAL INSTRUMENTS: The carrying amounts and estimated fair values of the Company's financial instruments at December 31, 1993 and 1992 are as follows (thousands of dollars): 1993 1992 Estimated Estimated Carrying Fair Carrying Fair Amount Value Amount Value Cash and temporary cash investments $ 20,766 $ 20,766 $ 32,050 $ 32,050 Investments 5,312 15,235 5,066 10,195 Short-term borrowings 43,019 43,019 41,156 41,156 Total Long-Term Debt 1,458,721 1,551,873 1,229,458 1,272,922 Total Preferred Stock (Subject to purchase or sinking funds) 55,344 51,618 58,639 53,771 Gas futures contracts 137 650 338 260 The information presented herein is based on pertinent information available to the Company as of December 31, 1993 and 1992. Although the Company is not aware of any factors that would significantly affect the estimated fair value amounts, such financial instruments have not been comprehensively revalued since December 31, 1993 and the current estimated fair value may differ significantly from the estimated fair value at that date. The following methods and assumptions were used to estimate the fair value of the above classes of financial instruments: Cash and temporary cash investments, including commercial paper, repurchase agreements, treasury bills and notes are valued at their carrying amount. 58 Fair values of investments and long-term debt are based on quoted market prices for similar instruments, or for those instruments for which there are no quoted market prices available, fair values are based on net present value calculations. Investments which are not considered to be financial instruments (goodwill) have been excluded from the carrying amount and estimated fair value. Settlement of long-term debt may not be possible or may not be a prudent management decision. Short-term borrowings are valued at their carrying amount. The fair value of preferred stock (subject to purchase or sinking funds) and gas futures contracts is estimated on the basis of market prices. Potential taxes and other expenses that would be incurred in an actual sale or settlement have not been taken into consideration. 9. SHORT-TERM BORROWINGS: The Company pays fees to banks as compensation for its lines of credit. Commercial paper borrowings are for 270 days or less. Details of lines of credit and short-term borrowings at December 31, 1993, 1992 and 1991 and for the years then ended are as follows: 1993 1992 1991 (Millions of Dollars) Authorized lines of credit at year-end $175.0 $153.9 $141.7 Unused lines of credit at year-end $148.0 $127.8 $141.6 Short-term borrowings (including commercial paper) during the year: Maximum outstanding $304.8 $143.0 $134.0 Average outstanding $117.2 $ 75.3 $ 74.3 Weighted average daily interest rates: Bank loans 3.57% 4.47% 6.32% Commercial paper 3.13% 3.69% 6.31% Short-term borrowings outstanding at year-end: Bank loans $ 42.0 $ 41.1 $ 20.7 Weighted average interest rate 3.71% 4.49% 5.89% Commercial paper $ 1.0 - - Weighted average interest rate 3.50% - - 10. COMMITMENTS AND CONTINGENCIES: A. Construction SCE&G entered into a contract with Duke/Fluor Daniel in 1991 to design, engineer and build a 385 MW coal-fired electric generating plant near Cope, South Carolina in Orangeburg County. Construction of the plant began in November 1992 and commercial operation is expected in late 1995 or early 1996. The estimated price of the Cope plant, excluding financing costs and AFC but including an allowance for escalation, is $450 million. In addition, the transmission lines for interconnection with the Company's system are expected to cost $26 million. Under the Duke/Fluor Daniel contract SCE&G must make specified monthly minimum payments. These minimum payments do not include amounts for inflation on a portion of the contract which is subject to escalation (approximately 34% of the total contract amount). The aggregate amount of such required minimum payments remaining at December 31, 1993 is as follows (thousands of dollars): 1994 $168,152 1995 59,766 1996 5,603 Total $233,521 Through December 31, 1993 SCE&G paid $142.0 million under the contract. 59 B. Nuclear Insurance The Price-Anderson Indemnification Act, which deals with public liability for a nuclear incident, currently establishes the liability limit for third-party claims associated with any nuclear incident at $9.4 billion. Each reactor licensee is currently liable for up to $79.3 million per reactor owned for each nuclear incident occurring at any reactor in the United States, provided that not more than $10 million of the liability per reactor would be assessed per year. SCE&G's maximum assessment, based on its two-thirds ownership of Summer Station, would be approximately $52.9 million per incident, but not more than $6.7 million per year. SCE&G currently maintains policies (for itself and on behalf of the PSA) with Nuclear Electric Insurance Limited (NEIL) and American Nuclear Insurers (ANI) providing combined property and decontamination insurance coverage of $1.4 billion for any losses in excess of $500 million pursuant to existing primary coverages (with ANI) on Summer Station. SCE&G pays annual premiums and, in addition, could be assessed a retroactive premium not to exceed 7 1/2 times its annual premium in the event of property damages loss to any nuclear generating facilities covered by NEIL. Based on the current annual premium, this retroactive premium would not exceed $8.1 million. To the extent that insurable claims for property damage, decontamination, repair and replacement and other costs and expenses arising from a nuclear incident at Summer Station exceed the policy limits of insurance, or to the extent such insurance becomes unavailable in the future, and to the extent that SCE&G's rates would not recover the cost of any purchased replacement power, SCE&G will retain the risk of loss as a self-insurer. SCE&G has no reason to anticipate a serious nuclear incident at Summer Station. If such an incident were to occur, it could have a materially adverse impact on the Company's financial position. C. Litigation In January 1994 SCE&G, acting on behalf of itself and the PSA (as co-owners of Summer Station), reached a settlement with Westinghouse Electric Corporation (Westinghouse) resolving a dispute involving steam generators provided by Westinghouse to Summer Station which are defective in design, workmanship and materials. Terms of the settlement are confidential. SCE&G had filed an action in May 1990 against Westinghouse in the U.S. District Court for South Carolina; an order dismissing this suit was issued on January 12, 1994. D. Environmental As described in Note 1L, the Company has an environmental assessment program to identify and assess current and former operations sites that could require environmental cleanup. As site assessments are initiated, an estimate is made of the amount of expenditures, if any, necessary to investigate and clean up each site. These estimates are refined as additional information becomes available; therefore actual expenditures could significantly differ from the original estimates. Amounts estimated and accrued to date for site assessments and cleanup relate primarily to regulated operations; such amounts have been deferred and are being amortized and recovered through rates over a ten-year period. 60 11. SEGMENT OF BUSINESS INFORMATION: Segment information at December 31, 1993, 1992 and 1991 and for the years then ended is as follows: 1993 Electric Gas Transit Total (Thousands of Dollars) Operating revenues $ 940,121 $320,195 $ 3,851 $1,264,167 Operating expenses, excluding depreciation and amortization 620,291 275,984 9,737 906,012 Depreciation and amortization 97,849 14,820 175 112,844 Total operating expenses 718,140 290,804 9,912 1,018,856 Operating income (loss) $ 221,981 $ 29,391 $(6,061) 245,311 Add - Other income, net 30,076 Less - Interest charges 101,189 - Preferred stock dividends 6,217 Net income $ 167,981 Capital expenditures: Identifiable $ 279,082 $ 28,761 $ 604 $ 308,447 Utilized for overall Company operations 13,934 Total $ 322,381 Identifiable assets at December 31, 1993: Utility plant, net $2,628,374 $312,437 $ 1,673 $2,942,484 Inventories 77,805 22,019 463 100,287 Total $2,706,179 $334,456 $ 2,136 3,042,771 Assets utilized for overall Company operations 997,755 Total assets $4,040,526 61 1992 Electric Gas Transit Total (Thousands of Dollars) Operating revenues $ 829,477 $305,275 $ 3,623 $1,138,375 Operating expenses, excluding depreciation and amortization 554,897 256,178 9,205 820,280 Depreciation and amortization 93,978 14,174 163 108,315 Total operating expenses 648,875 270,352 9,368 928,595 Operating income (loss) $ 180,602 $ 34,923 $(5,745) 209,780 Add - Other income, net 11,883 Less - Interest charges 97,600 - Preferred stock dividends 6,473 Net income $ 117,590 Capital expenditures: Identifiable $ 234,918 $ 33,495 $ 346 $ 268,759 Utilized for overall Company operations 8,877 Total $ 277,636 Identifiable assets at December 31, 1992: Utility plant, net $2,456,691 $299,591 $ 1,240 $2,757,522 Inventories 82,717 8,155 481 91,353 Total $2,539,408 $307,746 $ 1,721 2,848,875 Assets utilized for overall Company operations 708,846 Total assets $3,557,721 62 1991 Electric Gas Transit Total (Thousands of Dollars) Operating revenues $ 867,215 $ 276,742 $ 3,869 $1,147,826 Operating expenses, excluding depreciation and amortization 580,265 233,509 9,023 822,797 Depreciation and amortization 88,803 13,720 146 102,669 Total operating expenses 669,068 247,229 9,169 925,466 Operating income (loss) $ 198,147 $ 29,513 $ (5,300) 222,360 Add - Other income, net 11,655 Less - Interest charges 91,458 - Preferred stock dividends 6,706 Net income $ 135,851 Capital expenditures: Identifiable $ 205,704 $ 25,380 $ 89 $ 231,173 Utilized for overall Company operations 7,967 Total $ 239,140 Identifiable assets at December 31, 1991: Utility plant, net $2,333,877 $ 280,805 $ 1,073 $2,615,755 Inventories 83,637 7,242 476 91,355 Total $2,417,514 $ 288,047 $ 1,549 2,707,110 Assets utilized for overall Company operations 598,752 Total assets $3,305,862 63 12. QUARTERLY FINANCIAL DATA (UNAUDITED): 1993 First Second Third Fourth Quarter Quarter Quarter Quarter Annual Total operating revenues (000) $321,840 $280,382 $359,453 $302,492 $1,264,167 Operating income (000) 63,714 45,370 84,638 51,589 245,311 Net income (000) 45,110 26,909 64,427 31,535 167,981 Earnings per weighted average share of common stock as reported 1.02 .61 1.41 .68 3.72 1992 First Second Third Fourth Quarter Quarter Quarter Quarter Annual Total operating revenues (000) $297,414 $255,343 $305,594 $280,024 $1,138,375 Operating income (000) 56,978 40,203 64,486 48,113 209,780 Net income (000) 34,132 16,753 39,643 27,062 117,590 Earnings per weighted average share of common stock as reported .83 .41 .96 .64 2.84 64 SCHEDULE V SCANA CORPORATION Property, Plant and Equipment Year Ended December 31, 1993 Col. A Col. B Col. C Col. D Col. E Col. F Balance at Balance beginning Other Changes at close Classification of period Additions Retirements add (deduct) of period (*) Electric Utility Plant: Intangible Plant $ 2,526,525 $ 387,277 $ (58,121) $ 2,913,802 Production Plant - Steam 669,646,783 59,629,602 $23,804,759 705,413,505 Production Plant - Nuclear 901,572,157 6,351,974 2,080,492 905,843,639 Production Plant - Hydraulic 252,749,355 1,300,683 57,399 (16,026) 253,976,613 Other Production 63,281,062 866,307 1,500 (899,820) 63,246,049 Transmission 307,889,993 14,609,788 218,883 (642,210) 321,638,688 Distribution 909,829,946 71,365,534 6,417,737 622,432 975,400,175 General 95,416,815 7,591,100 4,188,810 726,828 99,545,933 Construction Work In Progress 214,684,529 109,652,365 324,336,894 Plant Acquisition Adjustment 936,891 936,891 Total Electric Plant 3,418,534,056 271,754,630 36,769,580 (266,917) 3,653,252,189 Gas Utility Plant: Intangible Plant 1,588,114 3,803 2,002 8,000 1,597,915 Production Plant 13,825,840 124,400 1,786,145 12,164,095 Storage Plant 18,995,679 24,066,291 43,061,970 Transmission 95,108,042 4,894,565 100,002,607 Distribution 251,015,851 12,446,005 244,443 263,217,413 General 31,050,085 1,452,363 990,665 (63,270) 31,448,513 Construction Work in Progress 23,879,649 (14,226,589) 9,653,060 Plant Acquisition Adjustment 37,141,178 37,141,178 Total Gas Plant 472,604,438 28,760,838 3,023,255 (55,270) 498,286,751 Transit Utility Plant: Plant in Service 3,286,740 820,846 338,083 3,769,503 Construction Work In Progress 346,440 (217,070) 129,370 Total Transit Plant 3,633,180 603,776 338,083 3,898,873 Common Utility Plant: Plant in Service 65,124,200 9,842,345 512,645 (1,650,001) 72,803,899 Construction Work in Progress 11,318,260 4,091,970 15,410,230 Total Common Plant 76,442,460 13,934,315 512,645 (1,650,001) 88,214,129 Nuclear Fuel, Net 39,916,340 7,325,982 (18,155,649) 29,086,673 Total Utility Plant 4,011,130,474 322,379,541 40,643,563 (20,127,837) 4,272,738,615 Nonutility Property 294,057,426 203,664,659 19,524,066 6,403 478,204,422 Total Property, Plant and Equipment $4,305,187,900 $526,044,200 $60,167,629 $ (20,121,434) $4,750,943,037 (*) Includes accounting reclassification of property and equipment between various utility plant and nonutility plant classifications. 65 SCHEDULE V SCANA CORPORATION Property, Plant and Equipment Year Ended December 31, 1992 Col. A Col. B Col. C Col. D Col. E Col. F Balance at Balance beginning Other Changes at close Classification of period Additions Retirements add (deduct) of period (*) Electric Utility Plant: Intangible Plant $ 1,745,368 $ 668,802 $ 112,355 $ 2,526,525 Production Plant - Steam 643,043,210 40,841,919 $ 14,653,122 414,776 669,646,783 Production Plant - Nuclear 902,210,500 10,513,580 11,089,182 (62,741) 901,572,157 Production Plant - Hydraulic 252,263,540 729,289 11,087 (232,387) 252,749,355 Other Production 60,580,141 3,495,438 72,541 (721,976) 63,281,062 Transmission 284,885,248 23,378,760 345,830 (28,185) 307,889,993 Distribution 836,231,555 80,261,671 6,726,789 63,509 909,829,946 General 86,645,581 12,212,253 2,218,502 (1,222,517) 95,416,815 Construction Work In Progress 173,266,342 41,418,187 214,684,529 Plant Acquisition Adjustment 936,891 936,891 Total Electric Plant 3,241,808,376 213,519,899 35,117,053 (1,677,166) 3,418,534,056 Gas Utility Plant: Intangible Plant 1,257,968 330,146 1,588,114 Production Plant 13,189,114 677,519 (40,793) 13,825,840 Storage Plant 18,837,405 119,974 38,300 18,995,679 Transmission 90,424,973 4,683,069 95,108,042 Distribution 237,384,817 14,584,843 953,809 251,015,851 General 29,036,158 2,630,570 801,843 185,200 31,050,085 Construction Work in Progress 13,410,561 10,469,088 23,879,649 Plant Acquisition Adjustment 37,141,178 37,141,178 Total Gas Plant 440,682,174 33,495,209 1,755,652 182,707 472,604,438 Transit Utility Plant: Plant in Service 3,626,110 25,203 364,573 3,286,740 Construction Work In Progress 25,422 321,018 346,440 Total Transit Plant 3,651,532 346,221 364,573 3,633,180 Common Utility Plant: Plant in Service 59,209,415 6,427,058 564,596 52,323 65,124,200 Construction Work in Progress 8,868,396 2,449,864 11,318,260 Total Common Plant 68,077,811 8,876,922 564,596 52,323 76,442,460 Nuclear Fuel, Net 41,708,502 21,398,027 (23,190,189) 39,916,340 Total Utility Plant 3,795,928,395 277,636,278 37,801,874 (24,632,325) 4,011,130,474 Nonutility Property 198,200,804 110,227,608 5,629,140 (8,741,846) 294,057,426 Total Property, Plant and Equipment $3,994,129,199 $387,863,886 $ 43,431,014 $(33,374,171) $4,305,187,900 (*) Includes accounting reclassification of property and equipment between various utility plant and nonutility plant classifications. 66 SCHEDULE V SCANA CORPORATION Property, Plant and Equipment Year Ended December 31, 1991 Col. A Col. B Col. C Col. D Col. E Col. F Balance at Balance beginning Other Changes at close Classification of period Additions Retirements add (deduct) of period (*) Electric Utility Plant: Intangible Plant $ 1,498,215 $ 247,153 $ 1,745,368 Production Plant - Steam 608,032,028 36,472,013 $ 3,099,376 $ 1,638,545 643,043,210 Production Plant - Nuclear 892,803,058 11,400,155 1,990,340 (2,373) 902,210,500 Production Plant - Hydraulic 246,061,917 6,234,421 18,421 (14,377) 252,263,540 Other Production 24,719,968 36,664,254 151,891 (652,190) 60,580,141 Transmission 268,810,887 17,218,465 756,709 (387,395) 284,885,248 Distribution 767,262,239 75,701,545 6,388,466 (343,763) 836,231,555 General 78,793,632 10,608,300 2,751,716 (4,635) 86,645,581 Construction Work In Progress 178,806,439 (5,540,097) 173,266,342 Plant Acquisition Adjustment 936,891 936,891 Total Electric Plant 3,067,725,274 189,006,209 15,156,919 233,812 3,241,808,376 Gas Utility Plant: Intangible Plant 1,250,262 7,706 1,257,968 Production Plant 13,707,848 132,278 651,012 13,189,114 Storage Plant 18,001,686 835,719 18,837,405 Transmission 87,196,703 3,345,552 117,282 90,424,973 Distribution 220,080,221 16,825,100 582,092 1,061,588 237,384,817 General 29,478,406 2,913,166 2,297,108 (1,058,306) 29,036,158 Construction Work in Progress 12,089,655 1,320,906 13,410,561 Plant Acquisition Adjustment 37,141,178 37,141,178 Total Gas Plant 418,945,959 25,380,427 3,647,494 3,282 440,682,174 Transit Utility Plant: Plant in Service 3,834,731 109,676 318,297 3,626,110 Construction Work In Progress 45,951 (20,529) 25,422 Total Transit Plant 3,880,682 89,147 318,297 3,651,532 Common Utility Plant: Plant in Service 53,402,648 7,485,224 463,637 (1,214,820) 59,209,415 Construction Work in Progress 5,522,233 3,346,163 8,868,396 Total Common Plant 58,924,881 10,831,387 463,637 (1,214,820) 68,077,811 Nuclear Fuel, Net 43,394,098 16,697,735 (18,383,331) 41,708,502 Total Utility Plant 3,592,870,894 242,004,905 19,586,347 (19,361,057) 3,795,928,395 Nonutility Property 154,328,719 49,430,865 3,758,158 (1,800,622) 198,200,804 Total Property, Plant and Equipment $3,747,199,613 $291,435,770 $23,344,505 $ (21,161,679) $3,994,129,199 (*) Includes accounting reclassification of property and equipment between various utility plant and nonutility plant classifications. 67 SCHEDULE VI SCANA CORPORATION Accumulated Depreciation and Amortization of Property, Plant and Equipment Year Ended December 31, 1993 Col. A Col. B Col. C Col. D Col. E Col. F Balance at Balance beginning Other Changes at close Classification of period Additions Retirements add (deduct) of period (*) Electric Utility Plant: Intangible Plant $ 510,230 $ 215,400 $ 725,630 Production Plant - Steam 259,740,060 18,455,648 $26,303,096 251,892,612 Production Plant - Nuclear 258,546,891 27,136,078 4,336,461 281,346,508 Production Plant - Hydraulic 56,833,113 3,708,900 387,290 60,154,723 Other Production 20,965,067 1,992,545 48,970 22,908,642 Transmission 94,236,791 7,748,900 610,744 101,374,947 Distribution 274,166,096 29,477,600 7,264,838 296,378,858 General 35,824,269 6,112,419 3,690,790 38,245,898 Electric Plant Acquisition Adj. 936,891 936,891 Total Electric Plant 1,001,759,408 94,847,490 42,642,189 1,053,964,709 Gas Utility Plant: Intangible Plant 301,503 138,457 439,960 Production Plant 5,193,715 (207,747) 723,075 4,262,893 Storage Plant 12,117,817 705,832 12,823,649 Transmission 54,755,006 2,176,154 56,931,160 Distribution 82,984,187 8,985,387 353,335 91,616,239 General 9,683,858 1,612,342 494,489 10,801,711 Gas Plant Acquisition Adj. 7,977,791 997,039 8,974,830 Total Gas Plant 173,013,877 14,407,464 1,570,899 185,850,442 Transit Utility Plant 2,393,120 167,000 333,808 2,226,312 Common Utility Plant: Common Plant 21,919,678 2,711,444 395,972 24,235,150 Intangible Plant 1,764,900 622,600 2,387,500 Total Common Plant 23,684,578 3,334,044 395,972 26,622,650 Total Utility Plant 1,200,850,983 112,755,998 44,942,868 1,268,664,113 Nonutility Property 57,484,833 45,179,825 1,267,901 176,130 101,572,887 Total Property, Plant and Equipment $1,258,335,816 $157,935,823 $46,210,769 176,130 $1,370,237,000 (*) After deduction of net salvage. 68 SCHEDULE VI SCANA CORPORATION Accumulated Depreciation and Amortization of Property, Plant and Equipment Year Ended December 31, 1992 Col. A Col. B Col. C Col. D Col. E Col. F Balance at Balance beginning Other Changes at close Classification of period Additions Retirements add (deduct) of period (*) Electric Utility Plant: Intangible Plant $ 483,330 $ 26,900 $ 510,230 Production Plant - Steam 260,113,888 15,938,325 $16,312,153 259,740,060 Production Plant - Nuclear 244,349,995 26,159,978 11,963,082 258,546,891 Production Plant - Hydraulic 53,551,159 3,474,075 192,121 56,833,113 Other Production 18,442,317 2,636,400 113,650 20,965,067 Transmission 87,812,534 7,068,000 643,743 94,236,791 Distribution 251,465,003 28,531,200 5,830,107 274,166,096 General 32,484,258 5,140,301 1,800,290 35,824,269 Electric Plant Acquisition Adj. 936,891 936,891 Total Electric Plant 949,639,375 88,975,179 36,855,146 1,001,759,408 Gas Utility Plant: Intangible Plant 188,424 113,079 301,503 Production Plant 4,968,219 226,954 1,458 5,193,715 Storage Plant 11,428,054 689,763 12,117,817 Transmission 52,684,280 2,070,726 54,755,006 Distribution 74,813,415 9,170,397 999,625 82,984,187 General 8,814,090 1,419,916 550,148 9,683,858 Gas Plant Acquisition Adj. 6,980,752 997,039 7,977,791 Total Gas Plant 159,877,234 14,687,874 1,551,231 173,013,877 Transit Utility Plant 2,579,278 146,500 332,658 2,393,120 Common Utility Plant: Common Plant 18,020,122 4,033,463 133,907 21,919,678 Intangible Plant 1,160,900 604,000 1,764,900 Total Common Plant 19,181,022 4,637,463 133,907 23,684,578 Total Utility Plant 1,131,276,909 108,447,016 38,872,942 1,200,850,983 Nonutility Property 39,065,264 18,379,646 (39,058) $ 865 57,484,833 Total Property, Plant and Equipment $1,170,342,173 $126,826,662 $38,833,884 $ 865 $1,258,335,816 (*) After deduction of net salvage. 69 SCHEDULE VI SCANA CORPORATION Accumulated Depreciation and Amortization of Property, Plant and Equipment Year Ended December 31, 1991 Col. A Col. B Col. C Col. D Col. E Col. F Balance at Balance beginning Other Changes at close Classification of period Additions Retirements add (deduct) of period (*) Electric Utility Plant: Intangible Plant $ 282,630 $ 200,700 $ 483,330 Production Plant - Steam 242,322,141 15,286,854 $(2,512,260) $ (7,367) 260,113,888 Production Plant - Nuclear 220,460,998 25,905,578 2,016,581 244,349,995 Production Plant - Hydraulic 50,787,917 3,478,800 715,558 53,551,159 Other Production 17,204,322 1,591,396 353,401 18,442,317 Transmission 82,003,719 6,616,800 807,985 87,812,534 Distribution 232,605,806 26,114,400 7,255,203 251,465,003 General 29,725,228 5,114,200 2,355,170 32,484,258 Electric Plant Acquisition Adj. 936,891 936,891 Total Electric Plant 876,329,652 84,308,728 10,991,638 (7,367) 949,639,375 Gas Utility Plant: Intangible Plant 73,197 115,227 188,424 Production Plant 5,119,939 444,495 567,222 (28,993) 4,968,219 Storage Plant 10,752,371 675,683 11,428,054 Transmission 50,815,965 1,988,274 113,962 (5,997) 52,684,280 Distribution 67,334,482 8,338,800 859,867 74,813,415 General 8,653,424 1,680,070 1,519,404 8,814,090 Gas Plant Acquisition Adj. 5,983,713 997,039 6,980,752 Total Gas Plant 148,733,091 14,239,588 3,060,455 (34,990) 159,877,234 Transit Utility Plant 2,674,599 130,100 225,421 2,579,278 Common Utility Plant: Common Utility Plant 14,793,032 3,723,000 495,910 18,020,122 Intangible Plant 577,700 583,200 1,160,900 Total Common Plant 15,370,732 4,306,200 495,910 19,181,022 Total Utility Plant 1,043,108,074 102,984,616 14,773,424 (42,357) 1,131,276,909 Nonutility Property 24,781,200 14,732,715 474,881 26,230 39,065,264 Total Property, Plant and Equipment $1,067,889,274 $117,717,331 $15,248,305 $(16,127) $1,170,342,173 (*) After deduction of net salvage. 70 SCHEDULE X SCANA CORPORATION Supplementary Income Statement Information Years Ended December 31, 1993, 1992, 1991 Maintenance (including repairs) and provisions for depreciation and amortization of utility plant are shown separately in the accompanying consolidated statements of income, except for amounts charged to clearing and other accounts, which amounts are not significant. Advertising expenses and royalties are not material. Taxes other than income taxes are as follows (amounts for nonutility operations are not significant): Years Ended December 31, 1993 1992 1991 (Thousands of Dollars) State electric generation tax $ 6,129 $ 5,680 $ 5,633 General property taxes 52,480 51,981 48,787 Special state utility license 1,941 2,102 1,710 Federal social security taxes 9,080 8,689 7,982 State gross receipts tax 3,406 3,729 3,295 Franchise licenses 95 341 89 Other taxes 495 518 974 Total charged to operating expenses $73,626 $73,040 $68,470 71 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE Not Applicable PART III The information required by Item 10, "Directors and Executive Officers of the Registrant," with respect to executive officers is, pursuant to General Instruction G(3) to Form 10-K, set forth in Part I of this Form 10-K under the heading "Executive Officers of the Registrant" on page 26 herein. The other information required by Item 10, as well as that called for by Item 11, "Executive Compensation," Item 12, "Security Ownership of Certain Beneficial Owners and Management" and Item 13, "Certain Relationships and Related Transactions" is incorporated herein by reference to the captions "Election of Directors - Proposal 1," "Security Ownership of Certain Beneficial Owners and Management," "Compensation of Directors," Compensation Committee Interlocks and Insider Participation," "Executive Compensation," "Description of Plan," and "Compliance with Section 16(a) of the Securities Exchange Act of 1934" in the Company's 1994 definitive proxy statement which will be filed with the SEC pursuant to Regulation 14A, promulgated under the Securities Exchange Act of 1934. Notwithstanding anything to the contrary set forth in any of the Company's previous filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, that might incorporate by reference future filings, including this Annual Report on Form 10-K, in whole or in part, the Report of the Management Development and Corporate Performance Committee and the Long-term Compensation Committee on Executive Compensation and the Performance Graph included in the Company's 1994 Proxy Statement shall not be incorporated by reference into any such filings. 72 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 Table of Contents of Consolidated Financial Statements and Supplementary Financial Data on page 38. 2. Exhibits: Exhibits required to be filed with this Annual Report on Form 10-K are listed in the Exhibit Index following the signature page. Certain of such exhibits which have heretofore been filed with the SEC and which are designated by reference to their exhibit numbers in prior filings are incorporated herein by reference and made a part hereof. Pursuant to Rule 15d-21 promulgated under the Securities Exchange Act of 1934, the annual reports for the Company's employee stock purchase plan and employee stock ownership plan will be furnished under cover of Form 10-K/A to the Commission when the information becomes available. For the purposes of complying with the amendments to the rules governing Form S-8 (effective July 13, 1990) under the Securities Act of 1933, the undersigned registrant hereby undertakes as follows, which undertaking shall be incorporated by reference into registrant's Registration Statements on Form S-8 Nos. 2- 92743 and 2-90618: Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. 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. Reports on Form 8-K The Company filed a report on Form 8-K on January 13, 1994 in response to Item 5, "Other Events" regarding SCE&G's settlement with Westinghouse Electric Corporation of a lawsuit relating to the steam generators provided to the Company's Summer Station. 73 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. (REGISTRANT) SCANA CORPORATION BY (SIGNATURE) s/L. M. GRESSETTE, JR. (NAME AND TITLE) L. M. Gressette, Jr., Chairman of the Board, Chief Executive Officer, President and Director DATE February 15, 1994 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. (i) Principal executive officer: BY (SIGNATURE) s/L. M. GRESSETTE, JR. (NAME AND TITLE) L. M. Gressette, Jr., Chairman of the Board, Chief Executive Officer, President and Director DATE February 15, 1994 (ii) Principal financial and accounting officer: BY (SIGNATURE) s/W. B. TIMMERMAN (NAME AND TITLE) W. B. Timmerman, Senior Vice President and Controller- Chief Financial Officer and Director DATE February 15, 1994 BY (SIGNATURE) s/B. L. AMICK (NAME AND TITLE) B. L. Amick, Director DATE February 15, 1994 BY (SIGNATURE) s/W. B. BOOKHART, JR. (NAME AND TITLE) W. B. Bookhart, Jr., Director DATE February 15, 1994 BY (SIGNATURE) s/W. T. CASSELS, JR. (NAME AND TITLE) W. T. Cassels, Jr., Director DATE February 15, 1994 BY (SIGNATURE) s/H. M. CHAPMAN (NAME AND TITLE) H. M. Chapman, Director DATE February 15, 1994 BY (SIGNATURE) s/J. B. EDWARDS (NAME AND TITLE) J. B. Edwards, Director DATE February 15, 1994 74 BY (SIGNATURE) s/E. T. FREEMAN (NAME AND TITLE) E. T. Freeman, Director DATE February 15, 1994 BY (SIGNATURE) s/B. A. HAGOOD (NAME AND TITLE) B. A. Hagood, Director DATE February 15, 1994 BY (SIGNATURE) s/W. Hayne HIPP (NAME AND TITLE) W. Hayne Hipp, Director DATE February 15, 1994 BY (SIGNATURE) s/B. D. KENYON (NAME AND TITLE) B. D. Kenyon, Director DATE February 15, 1994 BY (SIGNATURE) s/F. C. McMASTER (NAME AND TITLE) F. C. McMaster, Director DATE February 15, 1994 BY (SIGNATURE) s/HENRY PONDER (NAME AND TITLE) Henry Ponder, Director DATE February 15, 1994 BY (SIGNATURE) s/J. B. RHODES (NAME AND TITLE) J. B. Rhodes, Director DATE February 15, 1994 BY (SIGNATURE) s/E. C. WALL, JR. (NAME AND TITLE) E. C. Wall, Jr., Director DATE February 15, 1994 BY (SIGNATURE) s/John A. WARREN (NAME AND TITLE) John A. Warren, Director DATE February 15, 1994 75