11-K 1 form11-k.htm FORM 11-K form11-k.htm






UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549
 
 
                        
 
FORM 11-K

                        
 


x
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
 EXCHANGE ACT OF 1934
 

 
For the fiscal year ended December 31, 2008

OR

¨
TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
 EXCHANGE ACT OF 1934


 
SCANA Logo

 
Commission File Number 1-8809


 
A.
Full title of the plan and the address of the plan, if different from that of the issuer named below:


SCANA CORPORATION
STOCK PURCHASE-SAVINGS PLAN
 
 

 
B.
Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:


SCANA Corporation
1426 Main Street
Columbia, SC  29201


 
 
 
 
 
 

 



 
 




TABLE OF CONTENTS



   
   
Page
     
Report of Independent Registered Public Accounting Firm
3
     
Statements of Net Assets Available For Benefits
4
     
Statement of Changes in Net Assets Available for Benefits
5
     
Notes to Financial Statements
6
     
Supplemental Schedule
 
   Schedule of Assets (Held at End of Year)
 
   Form 5500, Schedule H, Part IV, Line 4i
13
     
Signature
14
     
Note:
All other schedules required by Section 2520.103-10 of the Department of Labor’s
 
 
Rules and Regulations for Reporting and Disclosure under the Employee Retirement
 
 
Income Security Act of 1974 have been omitted because they are not applicable.
 
     
EXHIBIT
 
     
23.01
Consent of Independent Registered Public Accounting Firm
15
     









 
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

SCANA CORPORATION
STOCK PURCHASE – SAVINGS PLAN
COLUMBIA, SOUTH CAROLINA

We have audited the accompanying statements of net assets available for benefits of SCANA Corporation Stock Purchase – Savings Plan (the “Plan”) as of December 31, 2008 and 2007, and the related statement of changes in net assets available for benefits for the year ended December 31, 2008.  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 standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan's internal control over financial reporting.  Accordingly, we express no such opinion.  An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, 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 available for benefits of the Plan as of December 31, 2008 and 2007, and the changes in net assets available for benefits for the year ended December 31, 2008, in conformity with accounting principles generally accepted in the United States of America.

Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole.  The supplemental schedule of assets (held at end of year) as of December 31, 2008 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 in our audit of the basic 2008 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.


/s/DELOITTE & TOUCHE LLP
Columbia, South Carolina
June 29, 2009
 
 
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SCANA CORPORATION
STOCK PURCHASE-SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS

December 31,  (Thousands of Dollars)
 
2008
   
2007
 
             
Assets:
           
  Investments at Fair Value -
           
    Participant Directed Investments
  $ 573,314     $ 666,205  
                 
  Receivables:
               
Interest Receivable
    13       0  
Contributions Receivable – Employee
    0       1,275  
Contributions Receivable – Employer
    1,451       1,395  
SCANA Corporation Dividends Receivable
    5,510       4,918  
                 
     Total Receivables
    6,974       7,588  
                 
  Net Assets Available for Benefits at Fair Value
    580,288       673,793  
  Adjustments From Fair Value To Contract Value for
    Fully Benefit-Responsive Stable Value Funds
    3,430       139  
 
Net Assets Available for Benefits
  $ 583,718     $ 673,932  

See Notes to Financial Statements.

 
4
 

SCANA CORPORATION
STOCK PURCHASE-SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS


For the Year Ended December 31, 2008 (Thousands of Dollars)
     
       
Additions:
     
Investment Income -
     
   Interest and Dividends
  $ 28,956  
         
 Contributions:
       
    Company and Participating Subsidiaries’ Match
    20,193  
    Participating Employees
    27,971  
      Total Contributions
    48,164  
Total Additions
    77,120  
         
Deductions:
       
   Net Depreciation in Fair Value of Investments     (132,999
   Distributions to Participants
    (33,986 )
   Administrative Expenses
    (349 )
      Total Deductions
    (167,334 )
         
Decrease In Net Assets
    (90,214 )
         
Net Assets Available for Benefits, Beginning of Year
    673,932  
         
Net Assets Available for Benefits, End of Year
  $ 583,718  

See Notes to Financial Statements.

 
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SCANA CORPORATION
STOCK PURCHASE-SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS


1.      Summary of Accounting Policies

    Basis of Accounting - The accompanying financial statements for the SCANA Corporation (the Company) Stock Purchase-Savings Plan (the Plan) have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America.

Investments Valuation and Income Recognition - The Plan’s investments are stated at fair value. Shares of mutual funds are valued at quoted market prices, which represent the net asset value of shares held by the Plan at year end. Common collective trust funds are stated at fair value as determined by the issuer of the common collective trust funds based on the fair market value of the underlying investments. Common collective trust funds with underlying investments in investment contracts are valued at fair market value of the underlying investments and then adjusted by the issuer to contract value. Quoted market prices are used to value the shares of common stock. Participant loans are valued at the outstanding loan balances, which approximates fair value.
 
The Merrill Lynch Retirement Preservation Trust, a stable value fund (the "Fund"), is a collective trust fund sponsored by Merrill Lynch Bank & Trust Co., FSB. The beneficial interest of each participant is represented by units. Units are issued and redeemed daily at the Fund's constant net asset value (NAV) of $1 per unit. Distributions to the Fund's unit holders are declared daily from the net investment income and automatically reinvested in the Fund on a monthly basis, when paid. It is the policy of the Fund to use its best efforts to maintain a stable net asset value of $1 per unit, although there is no guarantee that the Fund will be able to maintain this value.
 
Prior to March 2008, participants had the option to invest in the INVESCO Stable Value Trust, a stable value fund in the Institutional Retirement Trust (“IRT”). IRT is a Collective Trust of INVESCO National Trust Company for Participating Pensions and Profit Sharing Trusts, established by INVESCO National Trust Company (INVESCO) for the investment and reinvestment of funds contributed by INVESCO in its capacity as a fiduciary for pensions and profit sharing trusts. The INVESCO Stable Value Trust held guaranteed investment contracts and synthetic guaranteed investment contracts. Participants could direct the withdrawal or transfer of all or a portion of their investment at contract value.
 
Participants ordinarily may direct the withdrawal or transfer of all or a portion of their investment at contract value. Contract value represents contributions made to the Fund, plus earnings, less participant withdrawals and administrative expenses. The Fund imposes certain restrictions on the Plan, and the Fund itself may be subject to circumstances that impact its ability to transact at contract value. Plan management believes that the occurrence of events that would cause the Fund to transact at less than contract value is not probable.
 
In accordance with Financial Accounting Standards Board (FASB) Staff Position AAG INV-1 and SOP 94-4-1, “Reporting of Fully Benefit-Responsive Contracts Held by Certain Investment Companies Subject to the AICPA Investment Company Guide and Defined-Contribution Health and Welfare and Pension Plans, the Fund is included at fair value in participant-directed investments in the statements of net assets available for benefits, and an additional line item is presented representing the adjustment from fair value to contract value. The statement of changes in net assets available for benefits is presented on a contract value basis.

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Purchases and sales of securities are recorded on a trade-date basis.  Interest income is recorded on the accrual basis.  Dividends are recorded on the ex-dividend date.

Management fees and operating expenses charged to mutual fund investments are deducted from income earned on a daily basis and are not separately reflected.  Management fees and operating expenses charged to the Plan for investments in the common collective trust funds are accrued daily and charged to the Plan at the end of each month.  Consequently, management fees and operating expenses are reflected as a reduction of investment return for such investments.

Use of Estimates - The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of net assets available for benefits and changes therein and disclosure of contingent assets and liabilities. Actual results could differ from those estimates. The Plan utilizes various investment instruments, including mutual funds, common stock and a stable value fund. Investment securities, in general, are exposed to various risks, such as interest rate, credit and overall market volatility. Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect the amounts reported in the financial statements.

 Payment of Benefits - Benefits are recorded when paid.

 Accounting Pronouncements - The Plan adopted Statement of Financial Accounting Standard (SFAS) 157, “Fair Value Measurements,” in the first quarter of 2008.  SFAS 157 establishes a framework for measuring the fair value of assets and liabilities recognized in the financial statements in periods subsequent to initial recognition.  The initial adoption of SFAS 157 did not impact the Plan’s statements of net assets available for benefits.  In addition, FASB Staff Position 157-3 (FSP FAS 157-3), “Determining the Fair Value of a Financial Asset When the Market for That Asset Is Not Active,” issued on October 10, 2008, did not affect the Plan’s disclosure of fair value.
 
2.        Description of the Plan
 
           The following description of the Plan provides only general information.  Participants should refer to the Plan document for a complete description of the Plan’s provisions.

General - Participants must be at least 18 years of age and be receiving eligible earnings from the Company or participating subsidiaries or be on a leave of absence authorized by the Company.  The Plan is a profit sharing plan with stock bonus and employee stock ownership components.  The Plan is intended to qualify under Internal Revenue Code (Code) sections 401(a), 401(k) and 401(m).  The stock bonus and employee stock ownership components (the assets of which are initially invested in the Common Stock Fund, which invests solely in the Company’s common stock) are intended to qualify under Code sections 401(a) and 4975(e) (7).  The Plan’s assets are held by Merrill Lynch Bank and Trust Company, the Plan’s trustee (Trustee), pursuant to a trust agreement.  Administrative expenses are paid primarily by the Company and partly by the employees (from their Plan accounts).  As part of the Plan expenses, employees pay a fee for each share of Company common stock bought or sold at their direction and a nominal participant fee assessed on a quarterly basis. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA).

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Contributions - The Plan allows participants to contribute up to 25% of eligible earnings on an after-tax basis (Regular Savings) or before-tax basis (Tax Deferred Savings), subject to certain Code limitations.  The Company and participating subsidiaries match participant contributions up to 6% of eligible earnings.  Participants who are age 50 or older or who will attain age 50 during the calendar year and are making the maximum amount of contributions allowed by the Plan or by law may make catch-up contributions.  The Plan allows for the acceptance of Direct Rollovers from eligible retirement plans, including Individual Retirement Accounts (IRA).

Participant Accounts - Individual accounts are maintained for each Plan participant.  Each participant’s account is credited with the participant’s contributions and any Company contributions and charged with withdrawals and a portion of administrative expenses.  Once contributions are in a participant’s account and invested, they are subject to earnings and losses based on the investment options selected by the participant.  The benefit to which a participant is entitled is the participant’s vested account balance.

 Investments - Participants direct the Trustee to invest contributions in any combination of available investment funds, including a fund invested in the Company’s common stock and a group of mutual funds and common collective trust funds.  The Company’s and participating subsidiaries’ matching contributions are initially invested in shares of the Company’s common stock but may be transferred by the Participant at any time thereafter to any other investment option in the Plan.

Vesting - Participants fully and immediately vest in all contributions, whether made by participants, the Company or participating subsidiaries.

           Participant Loans - Participants may borrow from their account balances up to a maximum of $50,000 or 50% of their account balances, whichever is less.  The loans bear interest at a fixed rate determined by using the “Prime Interest Rate” as published in the Wall Street Journal plus 1%, as determined on the last business day of each month for the next month’s loans.  Principal and interest is paid ratably through payroll deduction.  Upon termination of employment or death, the outstanding loan balance, including interest, must be paid in full or the participant’s account balance will be reduced by the outstanding amount of the loan causing the Participant to incur taxable income in the amount of the outstanding loan balance, including interest.

Distributions and Withdrawals - Before attainment of age 59 -1/2, participants may request in-service withdrawals from their Prior Employer, Regular Savings, Rollover, or Company matching contribution accounts.  A distribution from the Company matching contribution account may only be made from those contributions that have been held in the participant’s account for two years following the close of the Plan year during which they were made.  However, if the participant has participated in the Plan for at least five years, all Company contributions are eligible for distribution.  Participants may not receive in-service withdrawals from their Tax Deferred Savings accounts before attaining age 59-1/2 unless they can demonstrate a financial hardship.  Participants may receive full distributions from their accounts in the event of retirement, death, disability or other termination of employment.

Dividends paid on Company common stock allocated to the employee stock ownership component of the Plan are distributed to participants.  Participants may elect on a quarterly basis to have these dividends re-invested in Company common stock in lieu of such distribution.

8
Federal Income Tax Status - The Plan received a determination letter from the Internal Revenue Service dated April 5, 2002 indicating that the Plan complied with all required amendments and satisfied all applicable requirements of the Code through December 31, 2001.  The Plan has been amended subsequent to receiving the determination letter; however, the Company and the Plan administrator believe that the Plan is designed and continues to be operated in compliance with the requirements of the Code and that the Plan and the related trust continue to be tax-exempt.  Therefore, no provision for income taxes has been included in the Plan’s financial statements.
 
Plan Termination - Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue contributions at any time and to terminate the Plan subject to the provisions of ERISA.


 
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3.       Investments

The Plan’s sole investment that represented 5% or more of the Plan’s net assets available for benefits was SCANA Corporation common stock of $426.2 million (12.0 million shares) as of December 31, 2008 and $468.1 million (11.1 million shares) as of December 31, 2007.

During the year ended December 31, 2008 the Plan’s investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated (depreciated) in value as follows:


(Thousands of dollars)
     
SCANA Corporation Common Stock
  $ (73,940 )
         
Common Collective Trust Funds -
       
INVESCO 500 Index Fund
    (5,987 )
         
Mutual Funds:
       
American Century Income & Growth Fund
    (1,447 )
American Funds Growth Fund of America
    41  
Dodge & Cox Stock Fund
    (14,082 )
American Funds EuroPacific Growth Fund
    (11,825 )
Manager’s Times Square Mid Cap Growth Fund
    (1,898 )
PIMCO Total Return Fund
    (800 )
Pioneer Oak Ridge Large Cap Growth Fund
    (2,691 )
R S Partners Fund (Small-Cap Value)
    (3,247 )
T. Rowe Price Mid Cap Value Fund
    (5,826 )
Vanguard Explorer Fund
    (3,230 )
Vanguard Target Retirement Income Fund
    (130 )
Vanguard Target Retirement 2005 Fund
    (326 )
Vanguard Target Retirement 2015 Fund
    (2,082 )
Vanguard Target Retirement 2025 Fund
    (3,094 )
Vanguard Target Retirement 2035 Fund
    (1,745 )
Vanguard Target Retirement 2045 Fund
    (690 )
Total Mutual Funds
    (53,072 )
         
Net depreciation in fair value of investments
  $ (132,999 )
         


 
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4.      Exempt Party-In-Interest Transactions

Certain Plan investments are shares of mutual funds and units of participation in common collective trust funds managed by an affiliate of the Trustee and shares of common stock of the Company; therefore, these transactions qualify as permitted party-in-interest transactions.  Certain of the Plan investment funds pay asset-based fees for investment management services.  The Plan paid $349,902 of investment management expenses to the Trustee during 2008.

At December 31, 2008 and 2007, the Plan held 12.0 and 11.1 million shares of common stock of SCANA Corporation, the sponsoring employer, with a cost basis of $383.2 million and $343.8 million, respectively.  During the year ended December 31, 2008, the Plan recorded dividend income of $21.4 million.

5.      Reconciliation of Financial Statements to Form 5500

The following is a reconciliation of net assets available for benefits per the financial statements to the Form 5500 as of December 31, 2008 and 2007.

December 31, (Thousands of dollars)
 
2008
   
2007
 
Statement of net assets available for benefits:
           
Net assets available for benefits per the financial statements
  $ 583,718     $ 673,932  
Adjustments from contract value to fair value for fully
               
  benefit-responsive stable value funds
    (3,430 )     (139 )
                 
Net assets available for benefits per the Form 5500, at fair value
  $ 580,288     $ 673,793  


The following is a reconciliation of changes in net assets available for benefits per the financial statements to the net income per Form 5500 for the year ended December 31, 2008.

(Thousands of dollars)
     
Statement of changes in net assets available for benefits:
     
  Decrease in net assets per the financial statements
  $ (90,214 )
  Adjustments from contract value to fair value for fully benefit-
       
    responsive stable value funds
    (3,430 )
         
Net loss per Form 5500
  $ (93,644 )




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6.         Fair Value Measurements
 
The assets held by the Plan are measured at fair value in accordance with SFAS 157.  The Plan values common
stock and mutual funds using unadjusted quoted prices from a national stock exchange, such as NYSE and NASDAQ,
where the securities are actively traded.  Common collective trusts and the stable value fund are valued based
primarily on quoted prices from a national stock exchange for similar assets or broker quotes.  Loans to participants
are valued at the outstanding loan balance which approximates fair value.
   
At December 31, 2008, fair value measurements, and the level within the fair value hierarchy of SFAS 157 in which
the measurements fall, were as follows.  All amounts are in thousands of dollars.
 

 
         
Fair Value Measurements at Reporting Date Using
 
         
Quoted Market
       
         
Prices in Active
   
Significant
 
         
Market For
   
Other
 
         
Identical
   
Observable
 
         
Assets/Liabilities
   
Inputs
 
Description
 
December 31, 2008
   
(Level 1)
   
(Level 2)
 
Assets
                 
       Common Stock
  $ 426,220     $ 426,220     $ -  
       Mutual Funds
    96,007       96,007       -  
       Common Collective Trusts
    10,086       -       10,086  
       Stable Value Fund
    21,959       -       21,959  
       Loans to Participants
    19,042       -       19,042  
                 Total
  $ 573,314     $ 522,227     $ 51,087  
                         

There were no fair value measurements based on significant unobservable inputs (Level 3) for the period.


 
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SCANA CORPORATION
STOCK PURCHASE-SAVINGS PLAN
 SUPPLEMENTAL SCHEDULE

SCHEDULE OF ASSETS (HELD AT END OF YEAR)
Form 5500, Schedule H, Part IV, Line 4i
(Thousands of Dollars)

 
Description
           Cost **
 
Current
Value
 
         
* SCANA Corporation Common Stock
    $ 426,220  
           
* Common Collective Trust Funds:
         
INVESCO 500 Index Fund
      10,086  
           
Merrill Lynch Retirement Preservation Trust
      21,959  
           
Mutual Funds:
         
American Century Income & Growth Fund
      2,560  
Dodge & Cox Stock Fund
      16,389  
American Funds EuroPacific Growth Fund
      14,836  
American Funds Growth Fund of America
      4,126  
Manager’s Times Square Mid Cap Growth Fund
      3,616  
PIMCO Total Return Fund
      15,046  
R S Partners Fund (Small-Cap Value)
      4,893  
       T. Rowe Price Mid Cap Value Fund
      10,485  
       Vanguard Explorer Fund
      4,675  
       Vanguard Target Retirement Income Fund
      890  
       Vanguard Target Retirement 2005 Fund
      1,444  
       Vanguard Target Retirement 2015 Fund
      5,563  
       Vanguard Target Retirement 2025 Fund
      7,040  
       Vanguard Target Retirement 2035 Fund
      3,043  
       Vanguard Target Retirement 2045 Fund
      1,401  
           
* Loans to participants, with interest rates
         
ranging from 4.25% to 10.0% and maturities
         
ranging from 1 month to 10 years
      19,042  
           
      $ 573,314  
           
* Denotes permitted party-in-interest
         
         
**Cost information is not required for participant-directed investments
 and, therefore, is not included.
 


 


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Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.



   
SCANA CORPORATION STOCK PURCHASE-SAVINGS PLAN
     
     
     
     
BY:
 
/s/Byron W. Hinson
   
Byron W. Hinson, Plan Manager, on behalf of
Date: June 29, 2009
 
The SCANA Corporation Stock Purchase-Savings Plan Committee


 






 
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Exhibit 23.01



SCANA CORPORATION


CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in Registration Statements No. 333-119618, 333-37398 and 333-129775 of SCANA Corporation on Form S-8 of our report dated June 29, 2009, relating to the financial statements and financial statement schedule of SCANA Corporation Stock Purchase-Savings Plan appearing in this Annual Report on Form 11-K of SCANA Corporation Stock Purchase-Savings Plan for the year ended December 31, 2008.

/s/DELOITTE & TOUCHE LLP
Columbia, South Carolina
June 29, 2009


 
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