COLUMBIA — SCANA Corp. intentionally chose to shield a crucial review of its nuclear project from Wall Street investors and opted instead to pressure its utility partner to bury news of the analysis that eventually revealed engineering snafus, shoddy oversight and an unrealistic construction schedule.
Newly released emails show how some of SCANA's top executives grappled with the possibility of a damning audit by the construction and engineering giant Bechtel Corp. coming to light. They deliberated over the issue nearly two years before the project was abandoned and the information was grudgingly exposed.
The documents, for the first time, offer a glimpse inside SCANA's decision not to alert its investors about that analysis — a choice that now poses a serious legal threat to both the company and its top executives. Their release comes as the FBI, Wall Street regulators and high-powered law firms probe whether SCANA illegally withheld information about the decade-long project.
The question of whether to disclose Bechtel's involvement came to a head in September 2015. The consultants were still scrutinizing the ailing nuclear project, trying to spell out why the power plants were already years behind schedule and billions of dollars over budget.
With that backdrop, SCANA’s top accountants prepared for Deloitte, its financial auditor, to ask about Bechtel’s work. They expected to be pressed on why it wasn't being mentioned in a quarterly report to regulators at the U.S. Securities and Exchange Commission.
Rather than plan for its disclosure, SCANA's team prepared to deflect.
James Swan IV, an executive who signs off on the company’s financial statements, downplayed the significance of the analysis. Bechtel was only being paid $1 million, Swan said, explaining his company's reasoning, and SCANA's team believed the analysis was "limited."
“FYI — Deloitte will be asking about whether (or why not) we mention the Bechtel consulting engagement,” Swan wrote his colleagues in an email in September 2015. “The initial thinking I believe is that we will not mention it. ... Stay tuned.”
SCANA's executives were in "complete agreement that no disclosure should be made," according to an email sent by Ronald Lindsay, who was then the company's top attorney.
A few days later, SCANA's outside counsel agreed. Jimmy Addison, the former chief financial officer and current CEO, "didn't want to volunteer anything about it" in an SEC filing, he wrote.
The company never did give it up voluntarily.
Bechtel's work didn't burst into public view until SCANA and its project partner, Santee Cooper, abandoned the $9 billion nuclear reactors last year.
Gov. Henry McMaster forced state-run Santee Cooper to turn over Bechtel's final report. Its release caused an uproar in South Carolina politics as lawmakers read Bechtel's notes about unfinished blueprints, unorganized warehouses and ineffective oversight by the two South Carolina utilities.
SCANA declined to comment for this story.
Attorneys who are challenging SCANA, the Cayce-based owner of South Carolina Electric & Gas, believe the newly released emails suggest the company intentionally withheld vital information.
That's important because investors and electricity users have filed class-action lawsuits seeking billions of dollars in damages. The records could also play a role in deciding who pays for the unfinished reactors in rural Fairfield County: SCANA or its more than 700,000 electricity customers.
"If I was a securities lawyer or one of these class-action guys, I would focus in on this email," said Scott Elliott, an attorney challenging SCANA in front of the regulators on South Carolina’s Public Service Commission.
SCANA wasn’t the only utility weighing whether to tell investors about Bechtel’s work in the fall of 2015.
In Moncks Corner, the leaders of Santee Cooper were also wrestling with what to tell their bond investors. Notes obtained by The Post and Courier suggest some people within Santee Cooper's team considered mentioning the audit — at least briefly.
That consideration seemed to startle SCANA’s leadership, the new emails show.
“They are debating whether to mention the Bechtel study,” Alvis Bynum, SCANA’s attorney, wrote in an email to the company’s top brass, including Addison and former executive vice president Steve Byrne. “I am not clear how you would feel or if Santee Cooper is even asking our opinion.”
Jeff Archie, SCANA’s top nuclear official, responded several hours later. He told SCANA’s team that he’d talk to Santee Cooper's nuclear leader, Michael Crosby, and emphasize the “problem that creates for us.”
If Santee Cooper disclosed the report, SCANA's accountants believed Deloitte would press SCANA to follow suit, and they thought their report could add fuel to a lawsuit over a similar nuclear project in Georgia.
The new emails, however, show the two utilities’ debate over the Bechtel report didn’t end in 2015. It resurfaced a year later, after the state’s 20 electric cooperatives, which buy most of Santee Cooper’s electricity, got wind of the report.
The cooperatives wanted a copy, Santee Cooper told SCANA. And they were ready to formally ask for one under South Carolina’s Freedom of Information Act.
“I cannot tell our largest customer, who is well familiar with its rights under FOIA, and who is paying a large portion of our costs on the project and pushing back hard on cost overruns, and who is aware of the report’s existence, that we decline to disclose an assessment of the project,” Santee Cooper’s top lawyer, Mike Baxley, wrote to SCANA.
The note was later passed along to SCANA’s former CEO, Kevin Marsh, though the records don't show how he responded.
A month later, the utilities were closer to reaching a deal to show the co-ops Bechtel's findings. But SCANA still wasn't keen on releasing the report: As far as SCANA's leaders were concerned, Santee Cooper already agreed to "flushing the Bechtel report," internal notes show.
To underscore how sensitive the document was, one of SCANA's top attorneys reminded his colleagues the company hadn’t even told the state regulators at the Public Service Commission about it.
“Keep in mind that we are talking about the Bechtel report,” wrote Bynum, SCANA’s No. 2 lawyer, underlining Bechtel’s name. “We never even shared that with the commission."
The utility commission has that information now, and regulators are asking for more.
The commission on Thursday ordered SCANA to speed up its review of an even larger trove of documents related to the Bechtel report. And it chided the utility for repeatedly hindering access to information about the failed nuclear project that it had promised to release.
”It is time for SCE&G to live up to its pledge,” the order said.