SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K/A (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [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.) AMENDMENT NO. 1 The undersigned registrant hereby amends the following items, financial statements, exhibits or other portions of its Annual Report on Form 10-K for the year ended December 31, 1993, as set forth in the pages attached hereto: (List all such items, financial statements, exhibits or other portions amended.) Item 14: Financial Statements of the Company's Stock Purchase-Savings Plan, Independent Auditors' Report and Consent thereto Financial Statements of the Company's Employee Stock Ownership Plan, Independent Auditors' Report and Consent thereto 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 of the Company's Annual Report on Form 10-K. * 3. Exhibits: Exhibits required to be filed with this Annual Report on Form 10-K are listed in the following Exhibit Index. Certain of such exhibits which have heretofore been filed with the Securities and Exchange Commission and which are designated by reference to their exhibit numbers in prior filings are incorporated herein by reference and made a part hereof. 2 Pursuant to Rule 15d-21 promulgated under the Securities Exchange Act of 1934, the following financial statements for the Company's employee stock purchase plans will be furnished to the Commission when the information becomes available: ** The financial statements of the Company's Stock Purchase-Savings Plan for the year ended December 31, 1993 are incorporated herein by reference. ** The financial statements of the Company's Employee Stock Ownership Plan for the period ended May 5, 1993 are incorporated herein by reference. 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. (b) 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. * Previously filed with Form 10-K. ** Filed herein. 3 TO PARTICIPATING EMPLOYEES: For your information there are submitted herewith the financial statements of the Stock Purchase-Savings Plan for the years ended December 31, 1993, 1992 and 1991, together with related Notes and Independent Auditors' Report. s/L. M. Gressette, Jr. L. M. Gressette, Jr. Chairman of the SCANA Corporation Stock Purchase-Savings Plan Committee INDEPENDENT AUDITORS' REPORT SCANA CORPORATION STOCK PURCHASE-SAVINGS PLAN: We have audited the Statements of Financial Position of SCANA Corporation Stock Purchase-Savings Plan (the "Plan") as of December 31, 1993, 1992 and 1991, and the related Statements of Changes in Participants' Equity for the years then ended. These financial statements are the responsibility of the Committee for Administration of the Plan (the "Committee"). Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing stand- ards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant esti- mates made by the Committee, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, such financial statements present fairly, in all material respects, the financial position of the Plan as of December 31, 1993, 1992 and 1991 and its changes in participants' equity for the years then ended in conformity with generally accepted accounting principles. s/Deloitte & Touche DELOITTE & TOUCHE Columbia, South Carolina April 6, 1994 4 SCANA CORPORATION STOCK PURCHASE-SAVINGS PLAN STATEMENTS OF FINANCIAL POSITION As of December 31, 1993, 1992 and 1991 (Thousands of Dollars) ACQUIRED WITH ACQUIRED WITH EMPLOYEES' COMPANY CONTRIBUTIONS CONTRIBUTIONS SCANA U.S. SCANA TOTAL COMMON SAVINGS COMMON December 31, 1993 PLAN STOCK BONDS STOCK A S S E T S Investments in Securities: SCANA Corporation - 3,538,723 shares of common stock - at market value (cost - $125,260) (Note 3)....................... $176,051 $79,734 $96,317 United States Savings Bonds - Series E & EE - at cost........ 393 $393 Total Investments in Securities.................. 176,444 79,734 393 96,317 Cash............................. 5 3 2 Receivable from Participants (Note 2)........................ 14,089 14,068 21 Receivable from SCANA Corporation - Dividends......... 2,387 1,076 1,311 TOTAL..................... $192,925 $94,881 $414 $97,630 PARTICIPANTS' EQUITY............. $192,925 $94,881 $414 $97,630 See Notes to Financial Statements. 5 ACQUIRED WITH ACQUIRED WITH EMPLOYEES' COMPANY CONTRIBUTIONS CONTRIBUTIONS SCANA U.S. SCANA TOTAL COMMON SAVINGS COMMON December 31, 1992 PLAN STOCK BONDS STOCK A S S E T S Investments in Securities: SCANA Corporation - 3,072,460 shares of common stock - at market value (cost - $104,038) (Note 3)....................... $124,435 $56,876 $67,559 United States Savings Bonds - Series E & EE - at cost........ 399 $399 Total Investments in Securities.................. 124,834 56,876 399 67,559 Cash............................. 250 249 1 Receivable from Participants (Note 2)........................ 12,681 12,660 21 Receivable from SCANA Corporation - Dividends......... 2,021 928 1,093 TOTAL..................... $139,786 $70,713 $420 $68,653 L I A B I L I T I E S A N D P A R T I C I P A N T S' E Q U I T Y Due to SCANA Corporation......... $ 246 $ 246 Participants' Equity............. 139,540 70,467 $420 $68,653 TOTAL..................... $139,786 $70,713 $420 $68,653 See Notes to Financial Statements. 6 ACQUIRED WITH ACQUIRED WITH EMPLOYEES' COMPANY CONTRIBUTIONS CONTRIBUTIONS SCANA U.S. SCANA TOTAL COMMON SAVINGS COMMON December 31, 1991 PLAN STOCK BONDS STOCK A S S E T S Investments in Securities: SCANA Corporation - 2,802,556 shares of common stock - at market value (cost - $89,542) (Note 3)....................... $124,013 $56,926 $67,087 United States Savings Bonds - Series E & EE - at cost........ 419 $419 Total Investments in Securities.................. 124,432 56,926 419 67,087 Receivable from Participants (Note 2)........................ 7,160 7,148 12 Receivable from SCANA Corporation - Dividends......... 1,818 830 988 TOTAL..................... $133,410 $64,904 $431 $68,075 L I A B I L I T I E S A N D P A R T I C I P A N T S' E Q U I T Y Due to SCANA Corporation......... $ 435 $ 435 Participants' Equity............. 132,975 64,469 $431 $68,075 TOTAL..................... $133,410 $64,904 $431 $68,075 See Notes to Financial Statements. 7 SCANA CORPORATION STOCK PURCHASE-SAVINGS PLAN STATEMENTS OF CHANGES IN PARTICIPANTS' EQUITY For the years ended December 31, 1993, 1992 and 1991 (Thousands of Dollars) ACQUIRED WITH ACQUIRED WITH EMPLOYEES' COMPANY CONTRIBUTIONS CONTRIBUTIONS SCANA U.S. SCANA Year Ended TOTAL COMMON SAVINGS COMMON December 31, 1993 PLAN STOCK BONDS STOCK Investment Income - Dividends on Common Stock of SCANA Corporation and Other............ $ 10,218 $ 5,128 $ 5,090 Net Appreciation in Market Value of Common Stock of SCANA Corporation (Note 3)....... 29,859 13,513 16,346 Contributions (Note 2): Company and participating subsidiaries.................... 8,869 8,869 Participating employees.......... 9,755 9,755 Total....................... 58,701 28,396 30,305 Deduct: Distributions to participants.... 17 547 6,172 $6 11,369 Total....................... 17,547 6,172 6 11,369 Net Increase (Decrease) in Participants' Equity.......... 41,154 22,224 (6) 18,936 Transfer of Net Assets from ESOP (Note 2).................... 12,231 2,190 10,041 Participants' Equity, Beginning of Year.......................... 139,540 70,467 420 68,653 Participants' Equity, End of Year............................. $192,925 $94,881 $414 $97,630 See Notes to Financial Statements. 8 ACQUIRED WITH ACQUIRED WITH EMPLOYEES' COMPANY CONTRIBUTIONS CONTRIBUTIONS SCANA U.S. SCANA Year Ended TOTAL COMMON SAVINGS COMMON December 31, 1992 PLAN STOCK BONDS STOCK Investment Income - Dividends on Common Stock of SCANA Corporation and Other............ $ 8,615 $ 4,328 $ 4,287 Net Appreciation in Market Value of U. S. Savings Bonds (Note 6)................... 2 $ 2 Contributions (Note 2): Company and participating subsidiaries.................... 8,816 8,816 Participating employees.......... 9,647 9,647 Total....................... 27,080 13,975 2 13,103 Deduct: Distributions to participants.... 9,699 3,007 13 6,679 Net Depreciation in Market Value of Common Stock of SCANA Corporation (Note 3)............ 10,816 4,970 5,846 Total....................... 20,515 7,977 13 12,525 Net Increase (Decrease) in Participants' Equity.......... 6,565 5,998 (11) 578 Participants' Equity, Beginning of Year.......................... 132,975 64,469 431 68,075 Participants' Equity, End of Year............................. $139,540 $70,467 $420 $68,653 See Notes to Financial Statements. 9 ACQUIRED WITH ACQUIRED WITH EMPLOYEES' COMPANY CONTRIBUTIONS CONTRIBUTIONS SCANA U.S. SCANA Year Ended TOTAL COMMON SAVINGS COMMON December 31, 1991 PLAN STOCK BONDS STOCK Investment Income - Dividends on Common Stock of SCANA Corporation and Other............ $ 7,481 $ 3,712 $ 3,769 Net Appreciation in Market Value of Common Stock of SCANA Corporation (Note 3)............. 25,583 11,771 13,812 Net Appreciation in Market Value of U. S. Savings Bonds (Note 6)................... 2 $ 2 Contributions (Note 2): Company and participating subsidiaries.................... 8,450 8,450 Participating employees.......... 8,362 8,362 Total....................... 49,878 23,845 2 26,031 Deduct: Distributions to participants.... 6,895 3,815 19 3,061 Net Increase (Decrease) in Participants' Equity.......... 42,983 20,030 (17) 22,970 Participants' Equity, Beginning of Year.......................... 89,992 44,439 448 45,105 Participants' Equity, End of Year............................. $132,975 $64,469 $431 $68,075 See Notes to Financial Statements. 10 SCANA CORPORATION STOCK PURCHASE-SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 1993, 1992 AND 1991 1. Significant Accounting Policies: Basis of Accounting The accompanying financial statements have been prepared on the accrual basis of accounting. Investments Common stock investments in the accompanying financial statements are stated at market value and bonds are stated at cost which approximates fair value. Costs of administering the Stock Purchase Savings Plan (Plan) are paid by the Plan sponsor, SCANA Corporation (Company). Reclassifications Certain 1992 and 1991 amounts have been reclassified to conform with the 1993 presentation. 2. Plan Information: The Plan is designed to encourage voluntary systematic savings by employees with the Company's and participating subsidiaries' contributions as an added incentive. The Company and participating subsidiaries match employee contributions made through payroll deductions of up to 6% of eligible earnings. Employees may contribute additional amounts up to 9 eligible earnings (4% prior to October 11, 1991), but such additional contributions are not supplemented by the Company's and participating subsidiaries' contributions. Employee contributions are invested in common stock of the Company or, prior to November 1, 1988, such contributions could, in the alternative, have been invested in United States Savings Bonds. The Company's and participating subsidiaries' contributions are invested only in shares of common stock of the Company. Effective July 1, 1989, Company and participating subsidiaries' contributions are fully and immediately vested. The Plan, as amended, allows Participants to contribute up to 15% (10% prior to October 11, 1991) of eligible earnings on an after tax basis (Regular Savings) or before tax basis (Tax Deferred Savings), except that "highly compensated employees" within the context of Internal Revenue Code of 1986 ("Code"), as amended, Section 414(q) have been subject to Tax Deferred contribution limitations of 6% or less pursuant to the limitation of Code Section 401(k)(3) and the Regulations thereunder. Regular Savings are included in wages subject to federal or state income tax withholding, whereas Tax Deferred Savings are exempt from withholding of federal or state income tax. Participants may request a distribution of all securities and earnings credited to their Regular Savings accounts (cash is distributed for fractional shares; as of October 11, 1991, cash may also be distributed for whole shares) at the end of the second year following the Plan Year to which such accounts pertain. 11 Participants may not request a distribution from their Tax Deferred Savings accounts before age 59-1/2 unless they can demonstrate a hardship. Participants may request a loan from their Tax Deferred and Regular Savings accounts. Loans are made available based on the asset value in a Participant's Tax Deferred and Regular Savings accounts at the time of the loan, but in any case, not less than $500 or greater than $50,000. Assets equal to the amount of the loan are converted into cash by the Trustee and made available to the borrowing Participant; the Participant no longer earns interest or dividends on the liquidated assets. The period of repayment for any loan cannot exceed five years, except a loan used to acquire the principal residence of the Participant may be extended to a maximum of 10 years. All payments of the loan, including interest, are used to repurchase shares of SCANA common stock on behalf of the Participant. A Participant may have no more than two loans from the Plan outstanding at a time. Upon termination of employment or death, the outstanding balance of the loan may be paid in full or will be converted to taxable income on the distribution to the participant or the participant's beneficiary; if the terminating Participant elects to delay distribution (permissible when the present value of the Participant's vested accrued benefit exceeds $3,500), an unpaid loan balance may be converted to taxable income prior to the distribution of assets to the delinquent Participant. Participants may receive a distribution of all securities and earnings credited to their Tax Deferred Savings accounts in the event of retirement, disability, termination of employment or death. Participants may request a distribution of all Company Contributions which have been in existence for two years following the close of the Plan Year during which they were made, even if they elected to contribute on a tax deferred basis. If the participant has participated in the Plan in excess of five years, all Company contributions, regardless of length of time in the Plan, are eligible for distribution. Distribution due to the death of the Participant will be made to the surviving spouse, unless there is no surviving spouse or the spouse has consented in writing to distribution to a beneficiary designated by the Participant. At December 31, 1993, 1992 and 1991, there were 1,112, 1,067 and 1,155 participants, respectively, (including former employees) in the Regular Savings Option and 3,287, 3,050 and 2,836 participants, respectively, in the Tax Deferred Savings Option. At March 1, 1994 all of the Company's and the Company's participating subsidiaries' 4,503 full time employees were eligible to participate in the Plan, and payroll deductions under the Plan were in effect for 4,071 employees. At the SCANA Board of Directors meeting held on August 25, 1993, the Board voted that all temporary employees hired in such capacity on or after October 30, 1993 shall not be permitted to participate in the Plan. The Plan, as amended through 1985, has been approved by the Internal Revenue Service (IRS) as a qualified employees' trust under Section 401(a) of the Internal Revenue Code and, as such, is exempt from federal income taxes under Section 501(a). Participants are not taxed on the income earned or Company contributions made for their accounts, pursuant to the provisions of Section 401(a) of the Internal Revenue Code, until such time as the employees or their beneficiaries receive distributions from the Plan. At the SCANA Board of Directors meeting held on April 29, 1993 the Board voted that the SCANA Corporation Employee Stock Ownership Plan (ESOP) be merged with and into the Plan effective April 30, 1993. All remaining assets of the ESOP were transferred to the Plan on May 5, 1993. It is believed that this change will enhance the retirement savings purposes of those ESOP participants who have retained their matured shares in the ESOP rather than electing to receive them in distribution, while at the same time significantly reducing the administrative cost associated with these plans. The South Carolina National Bank served as Trustee for the Plan until December 18, 1991. Effective January 1, 1992, First Union National Bank of South Carolina became the Trustee pursuant to a Trust Agreement executed on December 16, 1991, and assumed certain Trustee functions within a transitional context from December 18th through 31st, 1991. 12 3. Appreciation (Depreciation) in Market Value of Common Stock: The cost, market value and appreciation (depreciation) in market value of common stock of SCANA Corporation as of and for the years ended December 31, 1993, 1992 and 1991 is summarized as follows: Market Excess of Market Number Quotation Value Over Cost (Thousands of Dollars) of Shares Cost Value (Cost Over Market) December 31, 1993: Employee 1,602,695 $ 59,045 $ 79,734 $ 20,689 Company 1,936,028 66,215 96,317 30,102 Total 3,538,723 $125,260 $176,051 $ 50,791 December 31, 1992: 3,072,460 $104,038 $124,435 $ 20,397 Increase in Unrealized Appreciation, Net................................. $ 30,394 Unrealized Appreciation on Shares Transferred from ESOP (Note 2)......... (7,010) Appreciation Realized on Withdrawals..................................... 6,475 Net Appreciation in Market Value of Common Stock - Year ended December 31, 1993.............................................. $ 29,859 December 31, 1991: 2,802,556 $ 89,542 $124,013 $ 34,471 Decrease in Unrealized Appreciation, Net................................. $(14,074) Appreciation Realized on Withdrawals..................................... 3,258 Net Depreciation in Market Value of Common Stock - Year ended December 31, 1992.............................................. $(10,816) December 31, 1990: 2,449,238 $ 74,096 $ 84,805 $ 10,709 Increase in Unrealized Appreciation, Net................................. $ 23,762 Appreciation Realized on Withdrawals..................................... 1,821 Net Appreciation in Market Value of Common Stock - Year ended December 31, 1991.............................................. $ 25,583 13 4. Contributions Forfeited: Prior to July 1989, those participants who removed unmatured shares from the Stock Purchase-Savings Plan forfeited the unmatured Company matching shares. These forfeited shares were then held by the Trustee in a separate account which continued to earn dividends. When the Plan was amended in July 1989 to allow for 100% vesting, forfeitures were eliminated and the forfeiture account remained idle except for earnings. In 1991 the shares in this account were allocated to currently active participants. 5. Accounts Payable to Participants and Former Participants: The Plan is obligated to deliver to a participant all securities and cash attributable to the savings to which the distribution applies. The Plan does not guarantee that market value of the securities at date of distribution will equal or exceed cost. Amounts included in participants' equity to be distributed to participants and former participants were $1,890,124, $761,982 and $579,519 at December 31, 1993, 1992 and 1991, respectively. 6. Appreciation in Market Value of U. S. Savings Bonds: Investments in U. S. Savings Bonds are reported at cost. When a participant requests a loan, the U. S. Savings Bonds are redeemed at their market value (cost plus interest earned) and the cash is provided to the participant. Therefore, although the U. S. Savings Bonds are reported at cost, appreciation is realized when the bonds are redeemed for purposes of providing a loan. 14 TO PARTICIPATING EMPLOYEES: For your information there are submitted herewith the financial statements of the Employee Stock Ownership Plan for the period ended May 5, 1993 and the years ended December 31, 1992 and 1991, together with the Independent Auditors' Report. s/W. B. Timmerman W. B. Timmerman Plan Administrator of SCANA Corporation Employee Stock Ownership Plan INDEPENDENT AUDITORS' REPORT SCANA CORPORATION EMPLOYEE STOCK OWNERSHIP PLAN: We have audited the Statements of Net Assets of SCANA Corporation Employee Stock Ownership Plan (the "Plan") as of May 5, 1993 and December 31, 1992 and 1991 and the related Statements of Changes in Net Assets for the period January 1, 1993 through May 5, 1993 and for the years ended December 31, 1992 and 1991. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing 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 financial statements present fairly, in all material respects, the net assets of the Plan as of May 5, 1993 and December 31, 1992 and 1991 and the changes in its net assets for the period January 1, 1993 through May 5, 1993 and for the years ended December 31, 1992 and 1991 in conformity with generally accepted accounting principles. Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of reportable transactions for the period January 1, 1993 through May 5, 1993 is presented for the purpose of additional analysis and is not a required part of the basic financial statements, but is supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This schedule is the responsibility of the Plan's management. Such schedule has been subjected to the auditing procedures applied to our audit of the basic 1993 financial statements and, in our opinion, is fairly stated in all material respects when considered in relation to the basic financial statements taken as a whole. The Plan was merged into the SCANA Corporation Stock Purchase Savings Plan (SPSP) effective April 30, 1993, and all Plan assets were transferred to that Plan on May 5, 1993, as described in Note 1 to the financial statements. s/Deloitte & Touche DELOITTE & TOUCHE Columbia, South Carolina October 1, 1993 15 SCANA CORPORATION EMPLOYEE STOCK OWNERSHIP PLAN STATEMENTS OF NET ASSETS MAY 5, 1993, DECEMBER 31, 1992 and 1991 May 5, December December 1993 1992 1991 (Thousands of Dollars) INVESTMENTS IN SCANA CORPORATION COMMON STOCK - At market value (Cost, 1993 - $ - ; 1992 - $5,345; 1991 - $5,906) (Note 4).................... $ - $10,952 $13,098 CASH......................................... 9 9 DUE FROM SCANA CORPORATION: Dividends receivable on common stock....... - 181 194 TOTAL.................................. - 11,142 13,301 LESS: DUE TO SCANA CORPORATION: Accrued expenses incurred in administering the Plan.................................. - 93 43 ACCRUED DISTRIBUTIONS PAYABLE TO PARTICIPANTS............................... - 73 457 ACCRUED DIVIDENDS PAYABLE.................... - 181 194 TOTAL.................................. - 347 694 NET ASSETS................................... $ - $10,795 $12,607 See Notes to Financial Statements. 16 SCANA CORPORATION EMPLOYEE STOCK OWNERSHIP PLAN STATEMENTS OF CHANGES IN NET ASSETS FOR THE PERIOD JANUARY 1, 1993 THROUGH MAY 5, 1993 AND THE YEARS ENDED DECEMBER 31, 1992 and 1991 1993 1992 1991 (Thousands of Dollars) INCREASES: Dividend income........................... $ 182 $ 743 $ 789 Interest income........................... - - 1 Appreciation (depreciation) in market value of investments: Realized (Note 5)....................... 7,120 496 1,431 Unrealized (Note 4)..................... (5,607) (1,585) 1,436 TOTAL................................. 1,695 (346) 3,657 DECREASES: Distributions of stock to participants, at market value............................. 170 672 999 Distributions of dividends................ 182 701 755 Expenses incurred in administering the Plan..................................... (93) 93 43 Distribution to SCANA Stock Purchase Savings Plan (Notes 1 and 5)............. 12,231 - - TOTAL................................. 12,490 1,466 1,797 INCREASE (DECREASE) IN NET ASSETS........... (10,795) (1,812) 1,860 NET ASSETS BEGINNING OF YEAR................ 10,795 12,607 10,747 NET ASSETS END OF PERIOD.................... $ - $10,795 $12,607 See Notes to Financial Statements. 17 SCANA CORPORATION EMPLOYEE STOCK OWNERSHIP PLAN NOTES TO FINANCIAL STATEMENTS FOR THE PERIOD JANUARY 1, 1993 THROUGH MAY 5, 1993 AND THE YEARS ENDED DECEMBER 31, 1992 and 1991 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: The Plan SCANA Corporation's Employee Stock Ownership Plan (the Plan) was originally adopted on September 15, 1976, by the Board of Director of 	 South Carolina Electric & Gas Company (SCE&G) to be effective January 1, 1975 for all employees of SCE&G and its wholly owned subsidiaries. The Plan was amended on January 29, 1985, effective December 31, 1984, to reflect SCANA Corporation (Company) as successor corporation to SCE&G under the Plan. Prior to January 1, 1983, annual contributions to the Plan were based on additional investment tax credits as provided in the "Tax Reduction Act of 1975" and the "Tax Reform Act of 1976." The investment-based tax credit for contributions to an employee stock ownership plan (ESOP) terminated at the end of 1982 and was replaced with a payroll-based tax credit through the Economic Recovery Tax Act of 1981 (ERTA). The payroll-based tax credit expired on January 1, 1987, terminating the further acquisition of shares of stock by the Plan. All Company contributions were made either in the form of common stock of the Company or cash that was invested in common stock of the Company. The Plan provides for immediate vesting, and distributions are generally made at the end of the seventh year following the Plan year during which the contribution was made, or earlier for reasons of retirement or termination of employment. Dividends on Participant's shares held by the Plan are paid currently. Costs of administering the Plan are paid by SCANA Corporation. On August 28, 1985, the Plan was amended to allow participants to defer distributions by not more than one year, or, if later, a taxable year in which there will be a lump-sum distribution from another qualified plan maintained by the Company. Also, in the event of the death of a participant, distribution will be made to the surviving spouse, unless there is no surviving spouse or the spouse has consented in writing to distribution to a beneficiary designated by the participant. At the SCANA Board of Directors meeting held on April 29, 1993, the Board voted that the Plan be merged with and into the SCANA Corporation Stock Purchase Savings Plan (SPSP) effective April 30, 1993. All remaining assets of the Plan were transferred to the SPSP on May 5, 1993. It is believed that this will enhance the retirement of those Plan participants who have retained their matured shares in the Plan rather than electing to receive them in distribution, while at the same time significantly reducing the administrative cost associated with this plan. At December 31, 1992, and 1991 there were approximately 3,263 and 3,346 participants, respectively, in the Plan. 18 Basis of Accounting The financial statements of the Plan are prepared on the accrual basis of accounting. Investments in the accompanying financial statements are stated at market values (New York Stock Exchange) as of year-end. Unrealized appreciation (depreciation) of investments has been included in the statements of changes in net assets. Realized appreciation (depreciation) is calculated as the difference between the market value and historical cost of shares distributed. 2. THE TRUSTEE: In accordance with terms of a trust agreement, the South Carolina National Bank served as Trustee for the Plan until December 18, 1991, holding all investments and making all distributions to participants. Effective January 1, 1992, First Union National Bank of South Carolina became Trustee pursuant to a Trust Agreement executed on December 16, 1991, and assumed certain Trustee functions within a transitional context from December 18th through 31st, 1991. 3.TAX CONSEQUENCES OF THE PLAN: The Plan, as amended thru July 1, 1985, has been approved by the Internal Revenue Service (IRS) as a qualified employees' trust and, as such, is exempt from federal income taxes. Employees are not taxed on Company contributions made for their accounts until such time as the employees or their beneficiaries receive distributions from the Plan. 4.INVESTMENTS AND UNREALIZED APPRECIATION (DEPRECIATION) IN MARKET VALUE OF INVESTMENTS: At May 5, 1993, December 31, 1993, and December 31, 1992 the cost, market value and unrealized appreciation (depreciation) in market value of investments in common stock of the Company were as follows: (Dollars in thousands) Change in Number Accumulated Unrealized of Market Unrealized (Depreciation) Shares Cost Value Appreciation Appreciation 1993 - $ - $ - $ - $(5,607) 1992 270,426 5,345 10,952 5,607 (1,585) 1991 295,996 5,906 13,098 7,192 1,436 19 5.TRANSACTIONS IN COMMON STOCK: Transactions in the common stock of the Company during the periods ended May 5, 1993 and December 31, 1993 and 1992 were as follows: (Dollars in thousands) Distributions to Participants (Actual) 1993 1992 1991 Shares 5,468 25,570 113,732 Cost $ 123 $ 561 $ 2,526 Market Value at Date of Transaction $ 243 $ 1,057 $ 3,957 Realized Appreciation $ 120 $ 496 $ 1,431 A total of 265,149 shares with a market value of $12,229,998 and cost of approximately $5,230,278 was transferred to the SPSP on May 5, 1993. 20 SCANA CORPORATION EMPLOYEE STOCK OWNERSHIP PLAN SCHEDULE OF REPORTABLE TRANSACTIONS FOR THE PERIOD JANUARY 1, 1993 THROUGH MAY 5, 1993 Current Value Identity of Description Purchase Selling Cost of of Asset on Net Gain Party Involved of Asset Price Price Asset Transaction Date or Loss SCANA SPSP Common Stock - - $5,230,278 $12,229,998 $6,999,720 21