SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM U5S
ANNUAL REPORT
For the year ended December 31, 2002
Filed pursuant to the Public Utility Holding Company Act of 1935 by
SCANA Corporation
1426 Main Street
Columbia, SC 29201
TABLE OF CONTENTS
Item Page
1 SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF DECEMBER 31, 2002 3
2 ACQUISITIONS OR SALES OF UTILITY ASSETS 5
3 ISSUE, SALE, PLEDGE, GUARANTEE OR ASSUMPTION OF SYSTEM SECURITIES 5
4 ACQUISITION, REDEMPTION OR RETIREMENT OF SYSTEM SECURITIES 5
5 INVESTMENTS IN SECURITIES OF NONSYSTEM COMPANIES 6
6 OFFICERS AND DIRECTORS
Part I 7
Part II 19
Part III 19
7 CONTRIBUTIONS AND PUBLIC RELATIONS 29
8 SERVICE, SALES AND CONSTRUCTION CONTRACTS
Part I 30
Part II 30
Part III 30
9 WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES 30
10 FINANCIAL STATEMENTS AND EXHIBITS
FINANCIAL STATEMENTS 31
EXHIBITS 31
ITEM 1. SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF DECEMBER 31, 2002
Name of Company # Common % Issuer Owner's
(and abbreviation used herein) Shares Owned Voting Power Book Value Book Value Type of Business
------------------------------------------------------------ --------------------------- -------------- ----------------------------
(Dollars in Millions)
SCANA Corporation (SCANA) Publicly owned Registered holding company
South Carolina Electric & Gas Company
(SCE&G) 40,296,147 100 $2,072 $2,072 Electric and gas utility
SCE&G Trust I (1) 61,856 100 2 2 Special purpose entity
SC Coaltech No. 1 LP (2) n/a 40 8 2 Rule 58 energy-related
Coaltech No. 1 LP (3) n/a 25 3 1 Rule 58 energy-related
South Carolina Generating Company, Inc.
(GENCO) 1 100 45 45 Electric utility
South Carolina Fuel Company, Inc. (SCFC) 1 100 - Nonutility-fuel and emission
allowance procurement
South Carolina Pipeline Corporation (SCPC) 1,000 100 110 110 Rule 58 energy-related
C&T Pipeline, LLC * 100 100 - - Rule 58 energy-related
SCANA Propane Gas, Inc. (SPG)* 1,000 100 - - Rule 58 energy-related
SCANA Propane Supply, Inc. * 10,000 100 - - Rule 58 energy-related
USA Cylinder Exchange, Inc. * 250,000 100 - - Rule 58 energy-related
SCANA Energy Marketing, Inc. (SEMI) 1 100 (8) (8) Rule 58 energy-related
PSNC Production Corporation 1,000 100 7 7 Rule 58 energy-related
SCANA Public Service Company, LLC n/a 100 10 10 Rule 58 energy-related
SCANA Energy Trading, LLC *(4) n/a 70 (3) (2) Rule 58 energy-related
SCANA Services, Inc. 1,000 100 5 5 Service company
SCANA Communications, Inc. (SCI) 1 100 203 203 Rule 58 energy-related
SCANA Communications Holdings, Inc. (SCHI) 1,000 100 180 180 Exempt telecommunications
company
ITC Holding Company, Inc. (5) 3,098,464 11.9 125 17 Subsidiary of exempt
telecommunications company
778,817 Convertible Preferred
Knology, Inc. (6) n/a 12.5 383 133 Subsidiary of exempt
telecommunications company
43,768,883 Preferred
43,628,483 Senior Unsecured Notes,
12% FRC, LLC (7) n/a 50 15 7 Rule 58 energy-related
Primesouth Inc. (PSI) 1,000 100 10 10 Rule 58 energy-related
Palmark, Inc. 1,000 100 - - Rule 58 energy-related
SCANA Resources, Inc. (SR) 1 100 1 1 Rule 58 energy-related
ServiceCare, Inc. 1,000 100 1 1 Rule 58 energy-related
SCANA Propane Storage, Inc. * 1,000 100 - - Rule 58 energy-related
SCANA Development Corporation (SDC) * 4 100 3 3 Rule 58 energy-related
Cogen South LLC (8) n/a 50 22 11 Rule 58 energy-related
Public Service Company of North
Carolina, Incorporated (PSNC) 1,000 100 487 487 Gas utility
Clean Energy Enterprises, Inc. 2,000 100 - - Rule 58 energy-related
PSNC Blue Ridge Corporation 1,000 100 3 3 Intermediate holding company
Pine Needle LNG Company, LLC (9) n/a 17.2 49 8 Rule 58 energy-related
PSNC Cardinal Pipeline Company 1,000 100 7 7 Intermediate holding company
Cardinal Pipeline Company, LLC (10) n/a 33.2 58 19 Rule 58 energy-related
SCG Pipeline, Inc. 100 100 - - Rule 58 energy-related
*Denotes inactive company
(1) An investment in a Delaware statutory business trust of 61,856 common
securities, representing 100% of the common beneficial interests in the
assets of trust.
(2) SC Coaltech No. 1 LP is owned 59.99% ($6 million) by USA Coaltech LP
(limited partner), 0.01% by Coaltech LLC (general partner) and 40% ($2
million) by SCE&G (limited partner).
(3) Coaltech No. 1 LP is owned 56.25% ($1.9 million) by Square D Co. (limited
partner), 17.75% ($0.6 million) by AJG Financial Services, Inc. (limited
partner), 25% (0.8 million) by SCE&G (limited partner) and 1% by US Coal
LLC (general partner).
(4) SCANA Energy Trading, LLC (SET) is owned 70% ($(2) million) by SEMI and 30%
($(1) million) by Intermarket Trading Company, LLC.
(5) ITC Holding Company, Inc. holds ownership interests in several southeastern
communications companies. This investment did not meet the 10% subsidiary
threshold requirement until 2002.
(6) Knology, Inc. is a broadband service provider of cable television,
telephone and internet services. This investment did not meet the 10%
subsidiary threshold requirement until 2002.
(7) FRC, LLC is owned 50% by Palmetto Net, Inc. ($7 million) and 50% by SCI
($7.5 million). (8) Cogen South LLC is owned 50% ($11 million) by SCANA and
50% ($11 million) by MeadWestvaco.
(9) Pine Needle LNG Company, LLC is owned 35.4% ($17.3 million) by Piedmont
Interstate Pipeline Company, 35.4% ($17.3 million) by Transcarolina LNG
Company, 17.2% ($8.4 million) by PSNC Blue Ridge Corporation, 5.1% ($2.5
million) by NCNG Pine Needle Investment Corporation, 5.1% ($2.5 million) by
Hess LNG Company and 1.8% ($0.9 million) by Municipal Gas Authority of
Georgia.
(10) Cardinal Pipeline Company, LLC is owned 45.3% ($26.3 million) by
TransCardinal Company, 33.2% ($19.3 million) by PSNC Cardinal Pipeline
Company, 16.5% ($9.6 million) by Piedmont Intrastate Pipeline Company and
5.0% ($2.9 million) by NCNG Cardinal Pipeline Investment Corporation.
Note: In 2002 SCANA sold its investment in Palmetto Lime, LLC and dissolved its
subsidiary, SCANA Petroleum Resources, Inc.
ITEM 2. ACQUISITIONS OR SALES OF UTILITY ASSETS
None.
ITEM 3. ISSUE, SALE, PLEDGE, GUARANTEE OR ASSUMPTION OF SYSTEM SECURITIES
Issued Pledged
Name of and Guaranteed Interest Transaction Commission
Issuer Title of Issue Sold Assumed Rate Date Proceeds Authorization
-------------------------------- --------------- --------------- ------------------------- --------------- -----------
SCE&G First Mortgage Bonds $300,000,000 - 6.625% 01/31/2002 $294,978,000 Rule 52
SCE&G Industrial Revenue Bonds 56,910,000 - 5.2% 11/08/2002 Rule 52
56,910,000
SCE&G Industrial Revenue Bonds 29,150,000 - 5.45% 11/08/2002 Rule 52
28,219,000
SCE&G Industrial Revenue Bonds 4,365,000 - 4.2% 11/08/2002 Rule 52
4,365,000
SCFC is party to a commercial paper program credit agreement for borrowings up
to $125,000,000. The amount of commercial paper outstanding at December 31, 2002
was $50,102,000. The maximum amount outstanding during 2002 was $61,510,000 on
August 19, 2002. The average daily interest rate during 2002 was 1.75%.
On December 18, 2002 SCANA purchased from UBS Warburg four interest rate swap
agreements to pay variable rate and receive fixed rate interest payments. The
rates on the swaps are six-month LIBOR in arrears plus basis points ranging from
147 to 467.
The registrant and two of its subsidiaries (SCE&G and SCPC) are self-insured for
the first $500,000 for worker's compensation coverage guaranteed through a
letter of credit (in lieu of a bond). PSNC is self-insured for the first
$200,000 for worker's compensation coverage guaranteed by a treasury note.
The above items do not include guarantees of system companies which have been
authorized by Commission order under the Public Utility Holding Company Act of
1935, as amended, and which are subject to Rule 24 certificate filing
requirements.
ITEM 4. ACQUISITION, REDEMPTION OR RETIREMENT OF SYSTEM SECURITIES
Extinguished Commission
(E)
or Held for Authorization
Name of Number of Shares or Principal Amount Further or
Issuer Title of Issue Acquired Redeemed Retired Consideration Disposition (D) Exemption
--------- ------------------------------------- ---------- ------------ ------------- ---------------- ---------------- ------------
SCE&G Pollution Control Facilities - E Rule 42
Revenue Bonds $62,275,000 $155,000 $62,430,000
SCE&G First and Refunding Mortgage Bonds - 103,450,000 - 107,370,755 E Rule 42
SCE&G Franchise Agreement - - 3,571,428 E Rule 42
3,571,428
SCE&G Department of Energy D&D Fund - - E Rule 42
427,961 427,921
SCE&G Preferred Stock - - E Rule 42
475,550 482,606
PSNC Senior Debenture (unsecured) - - 4,300,000 E Rule 42
4,300,000
SCANA Notes (unsecured) - 202,000,000 902,000,000 E Rule 42
700,000,000
SCPC Notes (unsecured) - - E Rule 42
1,250,000 1,250,000
GENCO Notes (unsecured) - - 3,700,000 E Rule 42
3,700,000
ITEM 5. INVESTMENTS IN SECURITIES OF NONSYSTEM COMPANIES
Category 1
Aggregate
Investor Number of Investments Investment Description
---------------------------- ------------------------- ------------------- -------------------------------------------
---------------------------- ------------------------- ------------------- -------------------------------------------
SCANA 2 $387,867 Investee provides loan capital to promote
business and industry in South Carolina
SR 1 $150,000 Investee provides loan capital to promote
business and industry in South Carolina
SCE&G 1 $60,000 Investee provides loan capital to promote
business and industry in South Carolina
Category 2
%Voting Book
Investor Issuer Investment Shares Power Value Description
-------- ----------------------- ---------------------------------- ---------- --------- ------------ -----------------------------
SCHI ITC^DeltaCom, Inc. Common Shares 566,010 1.3% $1,115,000 Telecommunications - Section
SCHI ITC^DeltaCom, Inc. Warrants to purchase Common Stock 506,862 - $1,050,000 34 exempt
SCHI ITC^DeltaCom, Inc. Series A Convertible Preferred 149,077 - $12,742,700
PSI West Texas Renewables
Limited Partnership Limited Partnership n/a - $7,284,856 Electric generation
ITEM 6. OFFICERS AND DIRECTORS
Part I.
OFFICERS
The symbols used to indicate the positions held by officers are shown in the
position symbol key as follows:
Assistant Secretary AS General Partner GP
Controller C Limited Partner LP
Corporate Compliance Officer CCO Member M
Chief Executive Officer CEO Officer O
Chief Financial Officer CFO President P
Chairman CH Risk Management Officer RMO
Chief Operating Officer COO Secretary S
Deputy General Counsel DGC Senior Vice President SVP
Executive E Treasurer T
Executive Vice President EVP Vice Chairman VCH
General Counsel GC Vice President VP
SCANA CORPORATION, 1426 Main Street, Columbia, South Carolina 29201
William B. Timmerman CH, P, CEO Mark R. Cannon RMO
H. Thomas Arthur GC, SVP, AS James P. Hudson CCO
Duane C. Harris SVP Cathy Y. Kirven T
Kevin B. Marsh CFO, SVP James E. Swan, IV C
Jimmy E. Addison VP Lynn M. Williams S
Sarena D. Burch DGC
SOUTH CAROLINA ELECTRIC & GAS COMPANY, 1426 Main Street, Columbia, South
Carolina 29201
William B. Timmerman CH, CEO W. Keller Kissam VP
H. Thomas Arthur SVP, GC, AS James M. Landreth VP
Duane C. Harris SVP Sarena D. Burch DGC
Neville O. Lorick P, COO Mark R. Cannon RMO
Kevin B. Marsh SVP, CFO James P. Hudson CCO
Jimmy E. Addison VP Cathy Y. Kirven T
Samuel L. Dozier VP James E. Swan, IV C
D. Russell Harris VP Lynn M. Williams S
V. C. Summer Nuclear Station, P. O. Box 88, Jenkinsville, South Carolina 29065
Stephen A. Byrne SVP
SC COALTECH NO. 1, LP, 823 McCalls Mill Road, Lexington, Kentucky 40515
COALTECH, LLC GP
Two Pierce Place, Itasca, Illinois 60143
USA Coal LP LP
1426 Main Street, Columbia, South Carolina 29201
South Carolina Electric & Gas Company LP
COALTECH NO. 1, LP, 5487 North Milwaukee Avenue, Chicago, Illinois 60630
US Coal, LLC GP
1415 Roselle Road, Palatine, Illinois 60067
Square D Company LP
Two Pierce Place, Itasca, Illinois 60143
AJG Financial Services LP
1426 Main Street, Columbia, South Carolina 29201
South Carolina Electric & Gas Company LP
SOUTH CAROLINA GENERATING COMPANY, INC., 1426 Main Street, Columbia, South
Carolina 29201
William B. Timmerman CH, CEO Sarena D. Burch DGC
H. Thomas Arthur SVP, GC, AS Mark R. Cannon RMO
Duane C. Harris SVP James P. Hudson CCO
Neville O. Lorick P, COO Cathy Y. Kirven T
Kevin B. Marsh SVP, CFO James E. Swan, IV C
Jimmy E. Addison VP Lynn M. Williams S
SOUTH CAROLINA FUEL COMPANY, INC., 1426 Main Street, Columbia, South Carolina
29201
William B. Timmerman CH, CEO Sarena D. Burch DGC
H. Thomas Arthur SVP, GC, AS Mark R. Cannon RMO
Duane C. Harris SVP James P. Hudson CCO
Neville O. Lorick P, COO Cathy Y. Kirven T
Kevin B. Marsh SVP, CFO James E. Swan, IV C
Jimmy E. Addison VP Lynn M. Williams S
SOUTH CAROLINA PIPELINE CORPORATION, 105 New Way Road, Columbia, South Carolina
29223
George J. Bullwinkel P, COO Samuel L. Dozier VP
Paul Fant EVP Janet King AS
George Fasano, Jr. SVP, AT
1426 Main Street, Columbia, South Carolina 29201
William B. Timmerman CH, CEO Mark R. Cannon RMO
H. Thomas Arthur SVP, GC, AS James P. Hudson CCO
Duane C. Harris SVP Cathy Y. Kirven T
Kevin B. Marsh SVP, CFO James E. Swan, IV C
Jimmy E. Addison VP Lynn M. Williams S
Sarena D. Burch DGC
C & T PIPELINE, LLC, 1426 Main Street, Columbia, South Carolina 29201
William B. Timmerman CH, CEO Kevin B. Marsh SVP, CFO
H. Thomas Arthur SVP, GC Lynn M. Williams S
SCANA PROPANE GAS, INC., 1426 Main Street, Columbia, South Carolina 29201
William B. Timmerman CH, CEO Kevin B. Marsh SVP, CFO
H. Thomas Arthur SVP, GC Lynn M. Williams S
SCANA PROPANE SUPPLY, INC., 1426 Main Street, Columbia, South Carolina 29201
William B. Timmerman CH, CEO Kevin B. Marsh SVP, CFO
H. Thomas Arthur SVP, GC Lynn M. Williams S
USA CYLINDER EXCHANGE, INC., 1426 Main Street, Columbia, South Carolina 29201
William B. Timmerman CH, CEO Kevin B. Marsh SVP, CFO
H. Thomas Arthur SVP, GC Lynn M. Williams S
SCANA ENERGY MARKETING, INC., 110 Gateway Corporate Blvd., Suite 200, Columbia,
South Carolina 29203
Robert G. Edwards VP
d/b/a SCANA ENERGY, Tower Place, Suite 750, 3340 Peachtree Road, Atlanta,
Georgia 30326
George T. Devlin VP
1426 Main Street, Columbia, South Carolina 29201
William B. Timmerman CH, CEO Mark R. Cannon RMO
H. Thomas Arthur P, COO, SVP,
GC, AS James P. Hudson CCO
Duane C. Harris SVP Cathy Y. Kirven T
Kevin B. Marsh SVP, CFO James E. Swan, IV C
Jimmy E. Addison VP Lynn M. Williams S
Sarena D. Burch DGC
PSNC PRODUCTION CORPORATION, 504 S. New Hope Road, Gastonia, North Carolina
28054
Robert G. Edwards VP
1426 Main Street, Columbia, South Carolina 29201
William B. Timmerman CH, CEO Mark R. Cannon RMO
H. Thomas Arthur P, COO, SVP, GC, AS James P. Hudson CCO
Duane C. Harris SVP Cathy Y. Kirven T
Kevin B. Marsh SVP, CFO James E. Swan, IV C
Jimmy E. Addison VP Lynn M. Williams S
Sarena D. Burch DGC
SCANA PUBLIC SERVICE COMPANY, LLC, 504 S. New Hope Road, Gastonia, North
Carolina 28054
Robert G. Edwards VP
Joey O. Caskey S
SCANA ENERGY TRADING, LLC, 105 New Way Road, Columbia, South Carolina 29223
George Fasano T
531 Encinitas Boulevard, Suite 200, Encinitas, California 92024
Regard Yakou VCH
1426 Main Street, Columbia, South Carolina 29201
Lynn M. Williams S
110 Gateway Corporation Boulevard, Suite 200, Columbia, South Carolina 29203
Robert G. Edwards P
SCANA SERVICES, INC., 1426 Main Street, Columbia, South Carolina 29201
William B. Timmerman P, COO Jimmy E. Addison VP
Kevin B. Marsh SVP, CFO Sarena D. Burch DGC
H. Thomas Arthur SVP, GC, AS Mark R. Cannon RMO
George J. Bullwinkel SVP J. Patrick Hudson CCO
Duane C. Harris SVP Cathy Y. Kirven T
Charles B. McFadden SVP James E. Swan, IV C
Lynn M. Williams S
105 New Way Road, Columbia, South Carolina 29223
George Fasano SVP
V. C. Summer Nuclear Station, P. O. Box 88, Jenkinsville, South Carolina 29065
Stephen A. Byrne SVP
SCANA COMMUNICATIONS, INC., 1426 Main Street, Columbia, South Carolina 29201
William B. Timmerman CH, CEO Sarena D. Burch DGC
H. Thomas Arthur SVP, GC, AS Mark R. Cannon RMO
George J. Bullwinkel P, COO James P. Hudson CCO
Duane C. Harris SVP Cathy Y. Kirven T
Kevin B. Marsh SVP, CFO James E. Swan, IV C
Jimmy E. Addison VP Lynn M. Williams S
40 Knox Abbott Drive, Suite 240, Cayce, South Carolina 29033
Steve Blackwell VP
SCANA COMMUNICATIONS HOLDINGS, INC., 300 Delaware Avenue, Suite 510, Wilmington,
Delaware 19801
P. J. Winnington AT, AS
1426 Main Street, Columbia, South Carolina 29201
William B. Timmerman CH, CEO James E. Swan, IV C
Kevin B. Marsh SVP, CFO Lynn M. Williams S
FRC, LLC, 1426 Main Street, Columbia, South Carolina 29201
George J. Bullwinkel, Jr. CH
454 S. Anderson Road, Suite 303, Rock Hill, South Carolina 29730
James Johnson VCH Larry Vincent VP
Terry Metze S
PRIMESOUTH, INC., 111 Research Drive, Columbia, South Carolina 29221
Maurice Dean Bain VP
1426 Main Street, Columbia, South Carolina 29201
William B. Timmerman CH, CEO Sarena D. Burch DGC
H. Thomas Arthur SVP, GC, AS Mark R. Cannon RMO
Duane C. Harris SVP James P. Hudson CCO
Neville O. Lorick P, COO Cathy Y. Kirven T
Kevin B. Marsh SVP, CFO James E. Swan, IV C
Jimmy E. Addison VP Lynn M. Williams S
PALMARK, INC., 11 Research Drive, Columbia, South Carolina 29221
Maurice Dean Bain VP
1426 Main Street, Columbia, South Carolina 29201
William B. Timmerman CH, CEO Sarena D. Burch DGC
H. Thomas Arthur SVP, GC, AS Mark R. Cannon RMO
Duane C. Harris SVP James P. Hudson CCO
Neville O. Lorick P, COO Cathy Y. Kirven T
Kevin B. Marsh SVP, CFO James E. Swan, IV C
Jimmy E. Addison VP Lynn M. Williams S
SCANA RESOURCES, INC., 1426 Main Street, Columbia, South Carolina 29201
William B. Timmerman CH, CEO Mark R. Cannon RMO
H. Thomas Arthur SVP, GC, AS James P. Hudson CCO
Duane C. Harris SVP Cathy Y. Kirven T
Kevin B. Marsh P, COO, CFO James E. Swan, IV C
Jimmy E. Addison VP Lynn M. Williams S
Sarena D. Burch DGC
SOLO ENERGY CORPORATION, 2701 Monarch Street, #206, Alameda, California 94501
Prior to December 31, 2001 Solo Energy Corporation had ceased active business
operations and is in the process of liquidating its assets. All officers and
directors of the Company had resigned.
SERVICECARE, INC., 105 New Way Road, Columbia, South Carolina 29223
George J. Bullwinkel, Jr. P, COO
246 Stoneridge Drive, Suite 300, Columbia, South Carolina 29210
Steven Burns VP
1426 Main Street, Columbia, South Carolina 29201
William B. Timmerman CH, CEO Mark R. Cannon RMO
Duane C. Harris SVP James P. Hudson CCO
H. Thomas Arthur SVP, GC, AS Cathy Y. Kirven T
Kevin B. Marsh SVP, CFO James E. Swan, IV C
Jimmy E. Addison VP Lynn M. Williams S
Sarena D. Burch DGC
SCANA PROPANE STORAGE, INC., 1426 Main Street, Columbia, South Carolina 29201
William B. Timmerman CH, CEO Kevin B. Marsh SVP, CFO
H. Thomas Arthur SVP, GC Lynn M. Williams S
SCANA DEVELOPMENT CORPORATION, 1426 Main Street, Columbia, South Carolina 29201
William B. Timmerman CH, CEO Kevin B. Marsh SVP, CFO
H. Thomas Arthur SVP, GC Lynn M. Williams S
COGEN SOUTH, LLC, 1426 Main Street, Columbia, South Carolina 29201
SCANA Corporation M
Post Office Box 118005, Charleston, South Carolina 29423-8005
Westvaco Corporation M
PUBLIC SERVICE COMPANY OF NORTH CAROLINA, INCORPORATED
d/b/a PSNC ENERGY, 1426 Main Street, Columbia, South Carolina 29201
William B. Timmerman CH, CEO Mark R. Cannon RMO
H. Thomas Arthur SVP, GC, AS James P. Hudson CCO
Duane C. Harris SVP Cathy Y. Kirven T
Jimmy E. Addison VP James E. Swan, IV C
Sarena D. Burch DGC Lynn M. Williams S
800 Gaston Road, Building A, Gastonia, North Carolina 28056
Kevin B. Marsh P, COO, CFO
Jerry W. Richardson SVP Judy Czerwinski AS
CLEAN ENERGY ENTERPRISES, INC., 800 Gaston Road, Building A, Gastonia, North
Carolina 28056
Kevin B. Marsh P, COO, CFO
1426 Main Street, Columbia, South Carolina 29201
William B. Timmerman CH, CEO Mark R. Cannon RMO
H. Thomas Arthur SVP, GC, AS James P. Hudson CCO
Duane C. Harris SVP Cathy Y. Kirven T
Jimmy E. Addison VP James E. Swan, IV C
Sarena D. Burch DGC Lynn M. Williams S
PSNC BLUE RIDGE CORPORATION, 800 Gaston Road, Building A, Gastonia, North
Carolina 28056
Kevin B. Marsh P, COO, CFO
1426 Main Street, Columbia, South Carolina 29201
William B. Timmerman CH, CEO Mark R. Cannon RMO
H. Thomas Arthur SVP, GC, AS James P. Hudson CCO
Duane C. Harris SVP Cathy Y. Kirven T
Jimmy E. Addison VP James E. Swan, IV C
Sarena D. Burch DGC Lynn M. Williams S
PINE NEEDLE LNG COMPANY, LLC, 2800 Post Oak Boulevard, Post Office Box 1396,
Houston, Texas 77251-1396
Frank Ferazzi CH Russell Rush S
PSNC CARDINAL PIPELINE COMPANY, 800 Gaston Road, Building A, Gastonia, North
Carolina 28056
Kevin B. Marsh P, CFO
1426 Main Street, Columbia, South Carolina 29201
William B. Timmerman CH, CEO Mark R. Cannon RMO
H. Thomas Arthur SVP, GC, AS James P. Hudson CCO
Duane C. Harris SVP Cathy Y. Kirven T
Kevin B. Marsh SVP, CFO James E. Swan, IV C
Jimmy E. Addison VP Lynn M. Williams S
Sarena D. Burch DGC
CARDINAL PIPELINE COMPANY, LLC, 1915 Rexford Road, Post Office Box 33068,
Charlotte, North Carolina 28233
Thomas E. Skains M
800 Gaston Road, Building A, Gastonia, North Carolina 28056
Bill Williams M
411 Fayetteville Street Mall - PEB18C5, Post Office Box 1551, Raleigh, North
Carolina 27602
Terry Davis M
Post Office Box 1396, Houston, Texas 77251-1396
Frank Ferazzi M
SCG PIPELINE, INC., 105 New Way Road, Columbia, South Carolina 29223
George J. Bullwinkel P, COO Samuel R. Dozier VP
1426 Main Street, Columbia, South Carolina 29201
William B. Timmerman CH, CEO Mark R. Cannon RMO
H. Thomas Arthur SVP, GC, AS James P. Hudson CCO
Duane C. Harris SVP Cathy Y. Kirven T
Kevin B. Marsh SVP, CFO James E. Swan, IV C
Jimmy E. Addison VP Lynn M. Williams S
Sarena D. Burch DGC
DIRECTORS
SCANA CORPORATION
Bill L. Amick W. Hayne Hipp
Amick Farms, Inc. The Liberty Corporation
Route 3, HWY 178 135 South Main Street
PO Box 2309 Greenville, SC 29602
Batesburg-Leesville, SC 29070-0309
Lynne M. Miller
James A. Bennett Environmental Strategies Corporation
First Citizens Bank 11911 Freedom Drive, Suite 900
1225 Lady Street Reston, VA 20190
Columbia, SC 29201
Maceo K. Sloan
William B. Bookhart, Jr. Sloan Financial Group, Inc.
P. O. Box 140 103 West Main Street, Suite 400
Elloree, SC 29047 Durham, NC 27701-3638
William C. Burkhardt Harold C. Stowe
3100 NE 48th Court, Apt. 109 Canal Holdings, LLC
Lighthouse Point, FL 33064 3700 Clay Pond Road, Suite 6
Myrtle Beach, SC 29579
Elaine T. Freeman
ETV Endowment of SC William B. Timmerman
401 East Kennedy St., Suite B-1 Chairman, President and
Spartanburg, SC 29302 Chief Executive Officer
SCANA Corporation 19-8
D. Maybank Hagood Columbia, SC 29218
William M. Bird and Co., Inc.
4210 Azalea Drive
P. O. Box 20040
Charleston, SC 29413
G. Smedes York
York Properties, Inc.
1900 Cameron Street
P. O. Box 10007
Raleigh, NC 27605
SOUTH CAROLINA ELECTRIC & GAS COMPANY (1)
Bill L. Amick W. Hayne Hipp
James A. Bennett Lynne M. Miller
William B. Bookhart, Jr. Maceo K. Sloan
William C. Burkhardt Harold C. Stowe
Elaine T. Freeman William B. Timmerman
D. Maybank Hagood G. Smedes York
SC COALTECH NO. 1, LP
William D. Brown (3)
SOUTH CAROLINA GENERATING COMPANY, INC. (1)
Bill L. Amick W. Hayne Hipp
James A. Bennett Lynne M. Miller
William B. Bookhart, Jr. Maceo K. Sloan
William C. Burkhardt Harold C. Stowe
Elaine T. Freeman William B. Timmerman
D. Maybank Hagood G. Smedes York
SOUTH CAROLINA PIPELINE CORPORATION (1)
Bill L. Amick W. Hayne Hipp
James A. Bennett Lynne M. Miller
William B. Bookhart, Jr. Maceo K. Sloan
William C. Burkhardt Harold C. Stowe
Elaine T. Freeman William B. Timmerman
D. Maybank Hagood G. Smedes York
C&T PIPELINE, LLC (1)
Bill L. Amick W. Hayne Hipp
James A. Bennett Lynne M. Miller
William B. Bookhart, Jr. Maceo K. Sloan
William C. Burkhardt Harold C. Stowe
Elaine T. Freeman William B. Timmerman
D. Maybank Hagood G. Smedes York
SCANA PROPANE GAS, INC. (1)
Bill L. Amick W. Hayne Hipp
James A. Bennett Lynne M. Miller
William B. Bookhart, Jr. Maceo K. Sloan
William C. Burkhardt Harold C. Stowe
Elaine T. Freeman William B. Timmerman
D. Maybank Hagood G. Smedes York
SCANA PROPANE SUPPLY, INC. (1)
Bill L. Amick W. Hayne Hipp
James A. Bennett Lynne M. Miller
William B. Bookhart, Jr. Maceo K. Sloan
William C. Burkhardt Harold C. Stowe
Elaine T. Freeman William B. Timmerman
D. Maybank Hagood G. Smedes York
USA CYLINDER EXCHANGE, INC. (1)
Bill L. Amick W. Hayne Hipp
James A. Bennett Lynne M. Miller
William B. Bookhart, Jr. Maceo K. Sloan
William C. Burkhardt Harold C. Stowe
Elaine T. Freeman William B. Timmerman
D. Maybank Hagood G. Smedes York
SCANA ENERGY MARKETING, INC. (1)
Bill L. Amick W. Hayne Hipp
James A. Bennett Lynne M. Miller
William B. Bookhart, Jr. Maceo K. Sloan
William C. Burkhardt Harold C. Stowe
Elaine T. Freeman William B. Timmerman
D. Maybank Hagood G. Smedes York
PSNC PRODUCTION CORPORATION (1)
Bill L. Amick W. Hayne Hipp
James A. Bennett Lynne M. Miller
William B. Bookhart, Jr. Maceo K. Sloan
William C. Burkhardt Harold C. Stowe
Elaine T. Freeman William B. Timmerman
D. Maybank Hagood G. Smedes York
SCANA PUBLIC SERVICE COMPANY, LLC. (1)
Bill L. Amick W. Hayne Hipp
James A. Bennett Lynne M. Miller
William B. Bookhart, Jr. Maceo K. Sloan
William C. Burkhardt Harold C. Stowe
Elaine T. Freeman William B. Timmerman
D. Maybank Hagood G. Smedes York
SCANA ENERGY TRADING, LLC (6)
Regard Yakou
Robert G. Edwards
George Fasano
Fred Jager
SCANA SERVICES, INC. (1)
Bill L. Amick W. Hayne Hipp
James A. Bennett Lynne M. Miller
William B. Bookhart, Jr. Maceo K. Sloan
William C. Burkhardt Harold C. Stowe
Elaine T. Freeman William B. Timmerman
D. Maybank Hagood G. Smedes York
SCANA COMMUNICATIONS, INC. (1)
Bill L. Amick W. Hayne Hipp
James A. Bennett Lynne M. Miller
William B. Bookhart, Jr. Maceo K. Sloan
William C. Burkhardt Harold C. Stowe
Elaine T. Freeman William B. Timmerman
D. Maybank Hagood G. Smedes York
SCANA COMMUNICATIONS HOLDINGS, INC.
P. J. Winnington William B. Timmerman(1) 300 Delaware Avenue, Suite 510
Wilmington, Delaware 19801
FRC, LLC (2)
George J. Bullwinkel, Jr.
James Johnson
Terry Metze
Larry Vincent
PRIMESOUTH INC. (1)
Bill L. Amick W. Hayne Hipp
James A. Bennett Lynne M. Miller
William B. Bookhart, Jr. Maceo K. Sloan
William C. Burkhardt Harold C. Stowe
Elaine T. Freeman William B. Timmerman
D. Maybank Hagood G. Smedes York
PALMARK, INC. (1)
Bill L. Amick W. Hayne Hipp
James A. Bennett Lynne M. Miller
William B. Bookhart, Jr. Maceo K. Sloan
William C. Burkhardt Harold C. Stowe
Elaine T. Freeman William B. Timmerman
D. Maybank Hagood G. Smedes York
SCANA RESOURCES, INC. (1)
Bill L. Amick W. Hayne Hipp
James A. Bennett Lynne M. Miller
William B. Bookhart, Jr. Maceo K. Sloan
William C. Burkhardt Harold C. Stowe
Elaine T. Freeman William B. Timmerman
D. Maybank Hagood G. Smedes York
SERVICECARE, INC. (1)
Bill L. Amick W. Hayne Hipp
James A. Bennett Lynne M. Miller
William B. Bookhart, Jr. Maceo K. Sloan
William C. Burkhardt Harold C. Stowe
Elaine T. Freeman William B. Timmerman
D. Maybank Hagood G. Smedes York
SCANA PROPANE STORAGE, INC. (1)
Bill L. Amick W. Hayne Hipp
James A. Bennett Lynne M. Miller
William B. Bookhart, Jr. Maceo K. Sloan
William C. Burkhardt Harold C. Stowe
Elaine T. Freeman William B. Timmerman
D. Maybank Hagood G. Smedes York
SCANA DEVELOPMENT CORPORATION (1)
Bill L. Amick W. Hayne Hipp
James A. Bennett Lynne M. Miller
William B. Bookhart, Jr. Maceo K. Sloan
William C. Burkhardt Harold C. Stowe
Elaine T. Freeman William B. Timmerman
D. Maybank Hagood G. Smedes York
COGEN SOUTH, LLC (4)
Neville O. Lorick
John D. Andrews
PUBLIC SERVICE COMPANY OF NORTH CAROLINA, INCORPORATED (1)
Bill L. Amick W. Hayne Hipp
James A. Bennett Lynne M. Miller
William B. Bookhart, Jr. Maceo K. Sloan
William C. Burkhardt Harold C. Stowe
Elaine T. Freeman William B. Timmerman
D. Maybank Hagood G. Smedes York
CLEAN ENERGY ENTERPRISES, INC. (1)
Bill L. Amick W. Hayne Hipp
James A. Bennett Lynne M. Miller
William B. Bookhart, Jr. Maceo K. Sloan
William C. Burkhardt Harold C. Stowe
Elaine T. Freeman William B. Timmerman
D. Maybank Hagood G. Smedes York
PSNC BLUE RIDGE CORPORATION (1)
Bill L. Amick W. Hayne Hipp
James A. Bennett Lynne M. Miller
William B. Bookhart, Jr. Maceo K. Sloan
William C. Burkhardt Harold C. Stowe
Elaine T. Freeman William B. Timmerman
D. Maybank Hagood G. Smedes York
PINE NEEDLE LNG COMPANY, LLC
Arthur Corbin Frank Ferazzi
104 Town Park Drive 2800 Post Oak Boulevard
Kennesaw, GA 30144 Post Office Box 1396
Houston, Texas 77251-1396
Terry Davis
411 Fayetteville Street Mall - PEB18C5 Donald Lutken
Post Office Box 1551 One Allen Center
Raleigh, North Carolina 27602 500 Dallas Street
Houston, Texas 77002
Russell Rush
2800 Post Oak Boulevard Thomas E. Skains
Houston, Texas 77251-1396 1915 Rexford Road
Post Office Box 33068
Bill Williams Charlotte, North Carolina 28233
800 Gaston Road, Building A
Gastonia, North Carolina 28056
PSNC CARDINAL PIPELINE COMPANY (1)
Bill L. Amick W. Hayne Hipp
James A. Bennett Lynne M. Miller
William B. Bookhart, Jr. Maceo K. Sloan
William C. Burkhardt Harold C. Stowe
Elaine T. Freeman William B. Timmerman
D. Maybank Hagood G. Smedes York
CARDINAL PIPELINE COMPANY, LLC
Terry Davis Frank Ferazzi
411 Fayetteville Street Mall - PEB18C5 Post Office Box 1396
Post Office Box 1551 Houston, Texas 77251-1396
Raleigh, North Carolina 29602
Thomas E. Skains Bill Williams
1915 Rexford Road 800 Gaston Road, Building A
Post Office Box 33068 Gastonia, North Carolina 28056
Charlotte, North Carolina 28233
SCG PIPELINE, INC. (1)
Bill L. Amick W. Hayne Hipp
James A. Bennett Lynne M. Miller
William B. Bookhart, Jr. Maceo K. Sloan
William C. Burkhardt Harold C. Stowe
Elaine T. Freeman William B. Timmerman
D. Maybank Hagood G. Smedes York
SOLO ENERGY CORPORATION
As of December 31, 2002 Solo Energy Corporation had ceased active business
operations and is in the process of liquidating its assets. All officers and
directors of the Company had resigned.
(1) Business addresses are the same as for SCANA Corporation.
(2) The business address for all members, except Mr. Bullwinkel, is 454 S.
Anderson Road, Suite 303, Rock Hill, South Carolina 29730. Mr.
Bullwinkel's business address is 105 New Way Road, Columbia, South
Carolina 29223.
(3) Mr. Brown is the managing member of the general partner. His business
address is 823 McCalls Mill Road, Lexington, Kentucky 40505.
(4) Mr. Lorick's business address is 1426 Main Street, Columbia, South
Carolina 29201. Mr. Andrews' business address is Post Office
Box 118005, Charleston, South Carolina 29423-8005.
(5) Messrs. Lorick's and Marsh's business address is 1426 Main Street,
Columbia, South Carolina 29201. Messrs. Reilly's and Ehle's business
address is Post Office Box 985004, Fort Worth, Texas 76185-5004
(6) Mr. Fasano's business address is 105 New Way Road, Columbia, South
Carolina 29223; Messrs. Yakou's and Jager's business address is 531
Encinitas Boulevard, Suite 200, Encinitas, California 92024; and Mr.
Edwards' business address is 110 Gateway Corporation Boulevard, Suite
200, Columbia, South Carolina 29203.
Part II.
Name of Officer Name and Location of Position Held in
or Director Financial Institution Financial Institution Applicable Exemption Rule
--------------------- ---------------------------------------------------------------------------
--------------------- ---------------------------------------------------------------------------
James A. Bennett First Citizens Bank Executive Vice President
and Director of
Public Affairs Pending no action letter
William C. Burkhardt Capital Bank Director 70(a)
Elaine T. Freeman National Bank of South Director 70(a)
Carolina
Lynne M. Miller Adams National Bank Director 70(b)
Maceo K. Sloan M&F Bancorp Director 70(a)
Part III
(a) The compensation of directors and executive officers of system companies:
Director Compensation
Board Fees
Officers of SCANA who are also directors do not receive additional
compensation for their service as directors. Since July 1, 2000, compensation
for non-employee directors has included the following:
|X| an annual retainer of $30,000 (60% of the annual retainer fee is paid in
shares of SCANA Common Stock); |X| $3,500 for each board meeting attended; |X|
$3,000 for attendance at a committee meeting held on a day other than a regular
meeting of the Board; |X| $250 for participation in a telephone conference
meeting; |X| $2,000 for attendance at an all-day conference; and |X|
reimbursement for expenses incurred in connection with all of the above.
Director Compensation and Deferral Plans
Since January 1, 2001, non-employee director compensation deferrals
have been governed by the SCANA Corporation Director Compensation and Deferral
Plan. Amounts deferred by directors in previous years under the SCANA Voluntary
Deferral Plan continue to be governed by that plan. During 2002, the only
director remaining in the Voluntary Deferral Plan was Mr. Bennett, whose account
was credited with interest of $2,567 for the year.
Under the new plan, a director may elect to defer the 60% of the annual
retainer fee required to be paid in stock in a hypothetical investment in SCANA
Common Stock, with distribution from the plan to be ultimately payable in actual
shares of SCANA Common Stock. A director may also elect to defer the 40% of the
annual retainer fee not required to be paid in stock and up to 100% of meeting
attendance and conference fees with distribution from the plan to be ultimately
payable in either SCANA Common Stock or cash. Amounts payable in SCANA Common
Stock accrue earnings during the deferral period at SCANA's dividend rate, which
amount may be elected to be paid in cash when accrued or retained to invest in
hypothetical shares of SCANA Common Stock. Amounts payable in cash accrue
interest earnings until paid.
During 2002, Ms. Miller and Messrs. Amick, Bennett, Burkhardt, Hipp,
Sloan, Stowe and York elected to defer 100% of their compensation and earnings
under the Director Compensation and Deferral Plan so as to acquire hypothetical
shares of SCANA Common Stock. In addition, Mr. Hagood elected to defer 60% of
his annual retainer and earnings under the plan to acquire hypothetical shares
of SCANA Common Stock.
Endowment Plan
Upon election to a second term, a director becomes eligible to
participate in the SCANA Director Endowment Plan, which provides for SCANA to
make a tax deductible, charitable contribution totaling $500,000 to institutions
of higher education designated by the director. The plan is intended to
reinforce SCANA's commitment to quality higher education and to enhance its
ability to attract and retain qualified board members. A portion is contributed
upon retirement of the director and the remainder upon the director's death. The
plan is funded in part through insurance on the lives of the directors.
Designated in-state institutions of higher education must be approved by the
Chief Executive Officer of SCANA. Any out-of-state designation must be approved
by the Human Resources Committee. The designated institutions are reviewed on an
annual basis by the Chief Executive Officer to assure compliance with the intent
of the program.
Summary Compensation Table
--------------------------------- ----------------------------------- -------------------------------------------------------------
Annual Compensation Long-Term Compensation
-------------------------------------------------------------------
Awards Payouts
------------ ---------
Securities
Other Underlying All
Annual Option/ LTIP Other
Executive Officer of Year Salary Bonus(1) Compensation(2) SARS Payouts(3) Compensation(4)
---------------------
System Company Name and Principal Position ($) ($) ($) (#) ($) ($)
----------------------------------------------------------------------- -------------------- --------- ------------------
All System Companies W. B. Timmerman 2002 751,228(5) 760,949 16,435 219,200 536,884 44,614
Chairman, President and Chief 2001 660,238 17,611 129,781 60,884
- -
Executive Officer - SCANA 2000 524,261 354,486 17,888 35,620 50,230
-
SCANA Services & SCE&G N. O. Lorick 2002 376,538 317,808 16,958 77,816 145,487 22,132
President and Chief Operating 2001 385,252 18,701 36,711 30,611
- -
Officer - SCE&G 2000 167,778 124,921 7,313 2,332 12,728
-
All System Companies K. B. Marsh 2002 375,384 317,808 10,183 77,816 209,432 22,063
Senior Vice President 2001 334,234 10,554 36,711 29,097
- -
and Chief Financial Officer - 2000 276,172 150,720 10,613 11,627 24,254
-
SCANA
SCANA Services & SCPC G. J. Bullwinkel 2002 305,332 176,628 13,993 42,341 146,345 17,860
President and Chief Operating 2001 260,812 14,248 19,142 22,878
- -
Officer - South Carolina 2000 249,037 120,480 14,340 8,796 20,572
-
Pipeline Corporation
All System Companies H. T. Arthur 2002 297,115 191,340 15,830 42,992 146,345 17,367
Senior Vice President and 2001 270,963 16,119 19,142 23,487
- -
General Counsel 2000 234,812 120,480 16,119 8,796 19,718
-
SCANA and all Direct D. C. Harris 2002 240,962 146,340 9,000 33,724 72,250 13,998
Wholly-Owned Subsidiaries Senior Vice President - 2001 207,152 9,000 16,574 - 13,870
-
Human Resources 2000 67,708 27,795 3,000 2,310 - 28,109
SCANA Services & SCE&G S. A. Byrne 2002 285,385 191,339 9,000 42,992 146,345 16,663
Senior Vice President-Nuclear 2001 244,232 9,285 19,142 22,064
- -
Operations - SCE&G 2000 183,555 123,492 11,100 8,796 - 12,962
-------------------------------------- ------------------------------ ------ ---------------------- ------------ -----------------
(1) Payments under the Annual Incentive Plan.
(2) For 2002, other annual compensation consists of automobile allowance and
life insurance premiums on policies owned by named executive officers of $9,000
and $7,435 for Mr. Timmerman;
$9,000 and $7,958 for Mr. Lorick; $9,000 and $1,183 for Mr. Marsh; $9,000
and $4,993 for Mr. Bullwinkel; $9,000 and $6,830 for Mr. Arthur; $9,000 and $0
for Mr. Byrne and
$9,000 and $0 for Mr. Harris.
(3) Payouts under Performance Share Plan.
(4) For 2002 all other compensation for all named executive officers consists
solely of matching contributions to defined contribution plans. (5) Reflects
actual salary paid in 2002. Base salary of $761,000 became effective on February
21, 2002.
Options Grants and Related Information
Options/SAR Grants in Last Fiscal Year
Potential
Realizable Value at Assumed
Annual Rates of Stock Price
Individual Grants Appreciation for Option Term
--------------------------------------------------------------------------------- -----------------------------
(a) (b) (c) (d) (e) (f) (g)
Number of % of Total
Securities Options/
Underlying SARs
Options/ Granted to Exercise or
SARs Employees in Base Price Expiration
Name Granted (#) Fiscal Year ($/Sh) Date 5% ($) 10%($)
----------------- -------------- ----------------- --------------- -------------- -------------- --------------
W. B. Timmerman 219,200 19.63 27.52 02/21/12 3,793,734 9,614,067
N. O. Lorick 77,816 6.97 27.52 02/21/12 1,346,776 3,412,994
G. J. Bullwinkel 33,724 3.02 27.52 02/21/12 583,667 1,479,128
G. J. Bullwinkel 8,617 .77 29.60 08/01/02 160,408 406,505
K. B. Marsh 77,816 6.97 27.52 02/21/12 1,346,776 3,412,994
H. T. Arthur 42,992 3.85 27.52 02/21/12 744,070 1,885,620
S. A. Byrne 42,992 3.85 27.52 02/21/12 744,070 1,885,620
D. C. Harris 33,724 3.02 27.52 02/21/12 583,667 4,479,128
All the above options vest 33 1/3% on each of the first, second and third
anniversaries of the date of the grant, February 21, 2002 and August 1, 2002, as
applicable.
Aggregated Option/SAR Exercises in Last Fiscal Year and FY-End Option/SAR Values
(a) (d) (e)
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money Options/
Option/SARs AT FY-End (#) SARs at FY-End ($) (1)
Exercisable/ Exercisable/
Name Unexercisable Unexercisable
--------------------------------------------------------------------------------
W. B. Timmerman 67,007/317,594 $281,501/$1,122,564
N. O. Lorick 13,792,103,067 51,440/357,835
K. B. Marsh 19,988,106,166 85,274/374,752
G. J. Bullwinkel 12,245/58,034 54,414/188,531
H. T. Arthur 12,245/58,685 54,414/208,693
S. A. Byrne 12,245/58,685 54,414/208,693
D. C. Harris 7,065/45,543 24,814/157,503
(1)Based on the closing price of $30.96 per share on December 31, 2002, the last
trading date of the fiscal year.
Defined Benefit Plans
SCANA sponsors a tax qualified defined benefit retirement plan. The
plan has a mandatory cash balance benefit formula (the "Cash Balance Formula")
for employees hired on or after January 1, 2000. Effective July 1, 2000, SCANA
employees hired prior to January 1, 2000 were given the choice of remaining
under the Retirement Plan's final average pay benefit formula or switching to
the cash balance benefit option. All the executive officers named in the Summary
Compensation Table elected to participate under the cash balance option of the
plan.
The Cash Balance Formula benefit is expressed in the form of a
hypothetical account balance. Participants electing to participate under the
cash balance option had an opening account balance established for them. The
opening account balance was equal to the present value of the participant's June
30, 2000 accrued benefit under the final average pay formula. Participants who
had 20 years of vesting service or who had 10 years of vesting service and whose
age plus service equaled at least 60 were given transition credits. For these
participants, the beginning account balance was determined so that projected
benefits under the cash balance option approximated projected benefits under the
final average pay formula at the earliest date at which unreduced benefits are
payable under the plan.
Account balances are increased monthly by interest and compensation
credits. The interest rate used for accumulating account balances changes
annually and is equal to the average rate for 30-year Treasuries for December of
the previous calendar year. Compensation credits equal 5% of compensation under
the Social Security Wage Base and 10% of compensation in excess of the Social
Security Wage Base.
In addition to its Retirement Plan for all employees, SCANA sponsors
Supplemental Executive Retirement Plans ("SERPs") for certain eligible
employees, including officers. A SERP is an unfunded plan that provides for
benefit payments in addition to benefits payable under the qualified Retirement
Plan in order to replace benefits lost in the Retirement Plan because of
Internal Revenue Code maximum benefit limitations.
The estimated annual retirement benefits payable as life annuities at
age 65 under the plans, based on projected compensation (assuming increases of
4% per year), to the executive officers named in the Summary Compensation Table
are as follows:
Mr. Timmerman - $474,672; Mr. Bullwinkel - $310,524; Mr. Lorick - $305,292; Mr.
Marsh - $367,140; Mr. Arthur - $114,516; Mr. Harris - $108,192 and Mr. Byrne -
$289,992.
Termination, Severance and Change in Control Arrangements
SCANA maintains an Executive Benefit Plan Trust. The purpose of the
trust is to assist in retaining and attracting quality leadership in key SCANA
positions in the current transitional environment of the utilities industry. The
trust holds SCANA contributions (if made) which may be used to pay the deferred
compensation benefits of certain directors, executives and other key employees
of SCANA in the event of a Change in Control (as defined in the trust). The
executive officers included in the Summary Compensation Table participate in all
the plans listed below which are covered by the trust.
(1) SCANA Corporation Executive Deferred Compensation Plan (2) SCANA
Corporation Supplemental Executive Retirement Plan (3) SCANA Corporation
Long-Term Equity Compensation Plan (4) SCANA Corporation Annual Incentive Plan
(5) SCANA Corporation Key Executive Severance Benefits Plan (6) SCANA
Corporation Supplementary Key Executive Severance Benefits Plan
The Key Executive Severance Benefits Plan and each of the plans listed
under (1) through (4) provide for payment of benefits in a lump sum to the
eligible participants immediately upon a Change in Control, unless the Key
Executive Severance Benefits Plan is terminated prior to the Change in Control.
In contrast, the Supplementary Key Executive Severance Benefits Plan is
operative for a period of 24 months following a Change in Control where the Key
Executive Severance Benefits Plan is inoperative because it was terminated
before the Change in Control. The Supplementary Key Executive Severance Benefits
Plan provides benefits in lieu of those otherwise provided under plans (1)
through (4) if: (i) the participant is involuntarily terminated from employment
without "Just Cause," or (ii) the participant voluntarily terminates employment
for "Good Reason" (as these terms are defined in the Supplementary Key Executive
Severance Benefits Plan).
Benefit distributions relative to a Change in Control, as to which
either the Key Executive Severance Benefits Plan or the Supplementary Key
Executive Severance Benefits Plan is operative, include an amount equal to
estimated federal, state and local income taxes and any estimated applicable
excise taxes owed by the plan participants on those benefits.
The benefit distributions under the Key Executive Severance Benefits
Plan would include the following three benefits:
o An amount equal to three times the sum of: (i) the participant's annual
base salary in effect as of the Change in Control and (ii) the officer's
target annual incentive award in effect as of the Change in Control
under the Annual Incentive Plan.
o An amount equal to the projected cost for medical, long-term disability
and certain life insurance coverage for three years following the Change
in Control as though the participant had continued to be a SCANA
employee.
o An amount equal to the participant's Supplemental Executive Retirement
Plan benefit accrued to the date of the Change in Control, increased by
the present value of projected benefits that would otherwise accrue
under the plan (based on the plan's actuarial assumptions) assuming that
the participant remained employed until reaching age 65 and offset by
the value of the participant's Retirement Plan benefit.
Additional benefits payable upon a Change in Control where the Key
Executive Severance Benefits Plan is operable are:
o A benefit distribution of all amounts credited to the participant's
Executive Deferred Compensation Plan account as of the date of the
Change in Control.
o A benefit distribution under the Long-Term Equity Compensation Plan
equal to 100% of the targeted performance share awards for all
performance periods not completed as of the date of the Change in
Control, if any.
o Under the Long-Term Equity Compensation Plan, all nonqualified stock
options awarded would become immediately exercisable and remain
exercisable throughout their term.
o A benefit distribution under the Annual Incentive Plan equal to
100% of the target award in effect as of the date of the
Change in Control.
The benefits and their respective amounts under the Supplementary Key
Executive Severance Benefits Plan would be the same except that the benefits
payable with respect to the Executive Deferred Compensation Plan would be
increased by the prime rate published in the Wall Street Journal most nearly
preceding the date of the Change in Control, plus 3%, calculated until the end
of the month preceding the month in which the benefits are distributed.
SHARE OWNERSHIP OF DIRECTORS, NOMINEES AND EXECUTIVE OFFICERS
In general, "beneficial ownership" includes those shares a director or
executive officer has the power to vote or transfer. On February 28, 2003 the
directors and executive officers of SCANA and SCE&G as a group (20 and 19
persons, respectively) beneficially owned, in the aggregate, 725,463 and 662,150
shares, respectively, of SCANA Common Stock, including 467,027 and 434,229,
respectively, shares subject to currently exercisable options and options that
will become exercisable within 60 days (approximately 0.7% and 0.6%,
respectively, of the shares outstanding and entitled to vote at SCANA's 2003
Annual Meeting of Shareholders).
The following table lists shares beneficially owned on February 28, 2003 by
each director and each person named in the Summary Compensation Table on page
21.
Amount and Nature of
Beneficial Ownership of SCANA
Name Common Stock*(1) (2) (3) (4)(5)
--------------------------------------------------------------------------------
B. L. Amick 11,048
H.T. Arthur 51,343
J. A. Bennett 2,366
W. B. Bookhart, Jr. 22,565
G. J. Bullwinkel 63,313
W. C. Burkhardt 12,143
S. A. Byrne 41,814
E. T. Freeman 6,703
D. M. Hagood 850
D. C. Harris 25,537
W. H. Hipp 4,897
N. O. Lorick 69,456
K. B. Marsh 79,126
L. M. Miller 3,480
M. K. Sloan 4,317
H. C. Stowe
4,299
W. B. Timmerman 251,584
G. S. York 11,727
------------------------------------------------------------------------------
*Each of the above owns less than 1% of the shares outstanding.
(1) Includes shares owned by close relatives, the beneficial ownership of which
is disclaimed by the director or named executive officers, as follows: Mr.
Amick-480; Mr. Bookhart-6,335; and by all directors and executive officers
6,815 in total.
(2) Includes shares purchased through February 28, 2003, by the Trustee under
SCANA's Stock Purchase Savings Plan. (3) Hypothetical shares acquired under
the SCANA Director Compensation and Deferral Plan are not included in the
above table. As of February 28, 2003, each of the following directors had
acquired under the plan, the number of hypothetical shares following his
or her name: Messrs. Amick-5,044; Bennett-5,715; Burkhardt-5,939;
Hagood-1,988; Hipp-5,327; Sloan-5,218; Stowe-5,022 and York-5,567 and
Ms. Miller-5,718.
(4) Includes shares subject to currently exercisable options and options that
will become exercisable within 60 days in the following amounts: Messrs.
Timmerman-195,208; Arthur-35,888; Bullwinkel-32,798; Lorick-52,745;
Marsh-62,040; Byrne-35,888 and Harris- 23,830.
(5) Hypothetical shares acquired under the SCANA Executive Deferred Compensation
Plan are not included in the above table. As of February 28, 2003, each of
the following officers had acquired under the plan, the number of
hypothetical shares following his name: Messrs. Timmerman-18,681;
Arthur-2,806; Bullwinkel-4,017; Marsh-4,394; Harris-2,182; Lorick-2,531 and
Byrne- 1,484.
(c) Contracts and transactions with system companies:
During 2002, SCANA paid $63,911 (including the value of nonutility
in-kind services provided by SCANA) to subsidiaries of The Liberty Corporation
for advertising expenses. SCANA's management believes that these services, the
majority of which were arranged through the use of an independent third-party
advertising agency, were provided at competitive market rates. Mr. Hipp is
Chairman and Chief Executive Officer and a director of The Liberty Corporation.
It is anticipated that similar transactions will occur in the future.
(d) Indebtedness to system companies: None
(e) Participation in bonus and profit-sharing arrangements and other benefits:
REPORT ON EXECUTIVE COMPENSATION
SCANA's executive compensation program is designed to support SCANA's
overall objective of creating shareholder value by:
o Hiring and retaining premier executive talent;
o Having a pay-for-performance philosophy linking rewards to corporate
and business unit results; o Placing a substantial portion of pay for
senior executives "at-risk" and aligning the interests of executives
with the long-term interests of shareholders through equity-based
compensation; and
o Balancing elements of the compensation program to reflect SCANA's
financial, customer-oriented and strategic goals.
We believe our program performs a vital role in keeping our executives
focused on SCANA's goal of enhancing shareholder value.
A description of the program and a discussion of Mr. Timmerman's 2002
compensation follows.
Program Elements
During 2002, executive compensation consisted primarily of three key
components: base salary, short-term incentive compensation (Annual Incentive
Plan) and long-term incentive compensation (Long-Term Equity Compensation and
Performance Share Plan).
Compensation levels are established annually based on a comparison to a
market, which consists of utilities of various sizes, smaller telecommunications
companies and general industry. Results are adjusted through regression analysis
to account for differences in company size. Some of the companies listed in the
SCANA Corporation 2003 Proxy Statement under the caption "Performance Graph" are
included in the market comparator group. We do not include all of the peer group
utility companies in the market comparator group because we believe that SCANA's
competition for executives does not include all of those companies and includes
other utilities, smaller telecommunications companies and general industry
companies.
For 2002, all elements of executive compensation, with the exception of
perquisites, were below the market median as adjusted for company size. The
combined effect of increasing short-term incentive targets and continuing to
move targeted compensation levels toward the market median has improved SCANA's
position relative to the market. However, total target compensation is still
below the market median.
The specific components of SCANA's compensation program for executive
officers are described more fully in the following paragraphs. Each component of
the compensation package, including severance plans, insurance and other
benefits, is considered in determining total compensation.
Base Salaries
Executive salaries are reviewed annually by the Human Resources
Committee. Adjustments may be made on the basis of an assessment of individual
performance, relative levels of accountability, prior experience, breadth and
depth of knowledge and changes in market pay practices.
Annual Incentive Plans
SCANA's Annual Incentive Plan for its officers and officers of its
subsidiaries promotes SCANA's pay-for-performance philosophy, as well as its
goal of having a meaningful amount of executive pay "at-risk." Through this
plan, financial incentives are provided in the form of annual cash bonuses.
Executives eligible for this plan are assigned threshold, target and
maximum bonus levels as a percentage of salary. Bonuses earned are based on the
level of performance achieved. Award payouts may increase to a maximum of 1.5
times target if performance exceeds the goals established. Award payouts may
decrease, generally to a minimum of one-half the target-level awards, if
performance fails to meet established targets, but results are achieved at
minimum or threshold levels. Awards earned based on the achievement of
pre-established goals may nonetheless be decreased if the Human Resources
Committee determines that actual results warrant a lower payout.
For 2002, the Annual Incentive Plan placed equal emphasis on achieving
profitability targets and meeting annual business objectives relating to such
matters as efficiency, quality of service, customer satisfaction and progress
toward SCANA's strategic objectives. The plan allows for an adjustment of an
award based upon an evaluation of individual performance. Each award may be
increased or decreased by no more than 20% based on the individual performance
evaluation, but in no case may an award exceed the maximum payout of 1.5 times
target.
Due to SCANA's accomplishment of its profitability targets and meeting
its annual business objectives for 2002, participants in the plan received
payouts for 2002.
Long-Term Equity Compensation Plan
The potential value of long-term incentive opportunities comprises a
significant portion of the total compensation package for officers and key
employees. The Long-Term Equity Compensation Plan Committee believes this
approach to total compensation opportunities provides the appropriate focus for
those officers and other key employees who are charged with the responsibility
for managing SCANA and achieving success for its shareholders. A portion of each
executive's potential compensation consists of awards under the Long-Term Equity
Compensation Plan. The committee may award to eligible employees, incentive and
nonqualified stock options, stock appreciation rights (either alone or in tandem
with a related option), restricted stock, performance units and performance
shares. Certain of these awards may be granted subject to satisfaction of
specific performance goals. In 2002, awards under the Long-Term Equity
Compensation Plan consisted exclusively of nonqualified stock option grants.
Nonqualified Stock Option Awards
The nonqualified stock options granted in 2002 give officers the right
to purchase shares of SCANA Common Stock at the fair market value of a share on
the date the options were granted. Each option has a 10 year term and becomes
exercisable in 33 1/3% increments on each of the first three anniversaries of
the grant date. The purpose of stock options is to align compensation directly
with increases in shareholder value. Accordingly, these options will be valuable
to recipients only if the market price of SCANA's stock increases.
2002 Payouts under Performance Share Plan
Prior to the adoption of the Long-Term Equity Compensation Plan,
long-term compensation awards were made under SCANA's Performance Share Plan.
The last awards under that plan were made in 2000. Under target awards made in
2000 for the 2000-2002 performance period, payouts were to occur if SCANA's
total shareholder return ("TSR") was in the top two-thirds of the peer group
over the period. TSR is stock price increase over the period, plus cash
dividends paid during that period, divided by stock price as of the beginning of
the period. The peer group includes SCANA and 61 other electric and gas
utilities listed in SCANA Corporation's 2003 Proxy Statement, none of which have
annual revenues of less than $100 million.
Under the terms of the 2000 awards, executives were to earn threshold
payouts of 0.4 times target at the 33rd percentile of three-year performance,
target payouts at the 50th percentile and maximum payouts at 1.5 times target if
SCANA's TSR was at or above the 75th percentile. No payouts were to be earned if
performance was at less than the 33rd percentile.
For the three-year performance period 2000-2002, SCANA's TSR was at the
62nd percentile of the peer group. This resulted in payouts being made a 124% of
target for the period.
Policy with Respect to the $1 Million Deduction Limit
Section 162(m) of the Internal Revenue Code establishes a limit on the
deductibility of annual compensation for certain executive officers that exceeds
$1,000,000. Certain performance-based compensation approved by shareholders is
not subject to the deduction limit. SCANA's Long-Term Equity Compensation Plan
is qualified so that most performance-based awards under that plan constitute
compensation not subject to Section 162(m). To maintain flexibility in
compensating executive officers in a manner designed to promote various
corporate goals, the committees responsible for compensation matters have not
adopted a policy that all compensation must be deductible.
2002 Compensation of Chief Executive Officer
For 2002, Mr. Timmerman's compensation consisted of the following:
o Base salary of $761,000 derived by reference to executive pay for
the market group described. The salary increase of $84,700 from
$676,300 to $761,000 was based on his responsibilities as
Chairman, President and Chief Executive Officer, external pay
practices and the Human Resources Committee's assessment of his
overall performance during the preceding year. Because this
determination was subjective, no one factor was assigned a
particular weighting by the committee.
o For the year 2002, Mr. Timmerman's Annual Incentive Plan target
award was 75% of the control point for his salary grade. Mr.
Timmerman's 2002 award was based on three factors: SCANA EPS,
achievement of strategic plan objectives and the Human Resources
Committee's subjective assessment of his individual performance.
Performance in these factors resulted in Mr. Timmerman receiving a
payout of 120% of target.
o As discussed above, SCANA's results relative to the peer group for
the 2000-2002 performance period were at the 62nd percentile,
resulting in a payout of 124% of target under the Performance
Share Plan.
o In 2002, Mr. Timmerman's Long-Term Equity Compensation Plan target
award was set at 125% of the control point for his salary grade.
This resulted in a target award of 219,200 stock options. The
amount of the award was determined by the Long-Term Equity
Compensation Plan Committee based on Mr. Timmerman's salary, level
of responsibility and competitive practices.
Long-Term Equity Compensation
Human Resources Committee Plan Committee
W. C. Burkhardt* W. C. Burkhardt* B. L. Amick B. L. Amick W. B. Bookhart, Jr. J.
A. Bennett M. K. Sloan W. B. Bookhart, Jr. H. C. Stowe E. T. Freeman
D. M. Hagood L. M. Miller M. K. Sloan H. C. Stowe G. S. York
-----------
* Chairman of the Committee
Rights to indemnity.
Directors and officers of SCANA and its wholly owned subsidiaries are
insured under a directors and officers liability policy issued by AEGIS
Insurance Services, Inc. The policy is for the period October 31, 2002 through
October 31, 2003.
..
ITEM 7. CONTRIBUTIONS AND PUBLIC RELATIONS
(1) Expenditures, disbursements or payments, directly or indirectly, in money,
goods or services, to or for the account of any political party, candidate
for public office or holder of such office, or any committee or agent
thereof.
Recipient Amount
-------------------------------------------------------------------------
-------------------------------------------------------------------------
CONGRESSIONAL BLACK CAUCUS AND LEADERSHIP INSTITUTE $50,000
SC DEMOCRATIC PARTY BUILDING FUND 20,000
SC REPUBLICAN PARTY BUILDING FUND 30,000
SCANA and its subsidiaries have established political action committees and have
incurred, in connection with the provisions of the Federal Election Campaign
Act, certain costs for the administration of such committees.
(2) Expenditures, disbursements or payments, directly or indirectly, in money,
goods or services, to or for the account of any citizens group or public
relations counsel.
Account
Company Recipient Purpose Charged Amount
--------- ----------------------------------------------------------------------- ----------
--------- ----------------------------------------------------------------------- ----------
SCANA RAWLE MURDY AND ASSOCIATES PUBLIC RELATIONS 921 $30,000
SCANA BOB MCALLISTER AND ASSOCIATES PUBLIC RELATIONS 921 60,000
SCANA ADVISORY BOARDS CITIZENS ADVISORY GROUP 821 30,000
SCANA SC POLICY COUNCIL MEMBERSHIP 426 50,000
SCANA ALLIANCE PARTNERSHIP SUPPORT 921 25,000
SCANA CENTRAL CAROLINA ECONOMIC
DEV. ALLIANCE SUPPORT 921 25,000
SCANA CHAMPIONS FOR EDUCATION SPONSORSHIP 921 26,000
SCANA CITY CENTER PARTNERSHIP CONTRIBUTION 921 29,336
SCANA CITIZENS FOR COMMINITY IMPROVEMENT SUPPORT 426 25,000
SCANA CLEMSON UNIVERSITY FOUNDATION SUPPORT 921 10,000
SCANA NORTH AUGUSTA 2000 SUPPORT 921 10,000
SCANA SC DEPT OF COMMERCE SUPPORT 921 50,000
SCANA SC EXPORT CONSORTIUM SUPPORT & CIVIC ACTIVITY 921 25,000
SCANA MISC - 55 ITEMS LESS THAN $10,000 COMMUNITY DEV. EDUC &
CIVIC ACTIVITY 921 97,010
ITEM 8. SERVICE, SALES AND CONSTRUCTION CONTRACTS
Part I
Serving Receiving Compensation Contract In Effect at
Transaction Company Company (in Thousands) Date December 31, 2002
---------------------------------------------- -------------- --------------- --------------------- ---------------------
---------------------------------------------- -------------- --------------- --------------------- ---------------------
(Note) SCE&G SCPC * (Note) Yes
(Note) SCE&G SEMI * (Note) Yes
(Note) SCE&G SEGA * (Note) Yes
(Note) SCE&G SCI * (Note) Yes
(Note) SCE&G PSI * (Note) Yes
(Note) SCE&G SVCI * (Note) Yes
(Note) SEMI SCE&G 2,452 (Note) Yes
(Note) SEMI PSNC 2,697 (Note) Yes
(Note) SEMI SCPC * (Note) Yes
(Note) PSNC SEMI * (Note) Yes
(Note) PSNC SCPC * (Note) Yes
(Note) PSNC SCE&G * (Note) Yes
(Note) SCPC SCE&G 173 (Note) Yes
(Note) SCPC SEMI 162 (Note) Yes
(Note) SCPC PSNC * (Note) Yes
(Note) SCPC SVCI * (Note) Yes
(Note) SCPC SCI * (Note) Yes
Carolina Research Park rent SCE&G PSI * Aug 2002-2007 Yes
Palmetto Center rent SCE&G SCI 196 Jan-Dec 2002 Yes
Site leases and related operating SCE&G SCI * Jan-Dec 2002 Yes
agreements
Leeds Avenue rent SCE&G SVCI * Jul 1999-Jun 2019 Yes
Service agreement SCE&G SVCI * Nov 2000-Oct 2003 Yes
Site lease GENCO SCI * Sep-Dec 2002 Yes
Dark fiber lease SCI SCE&G 1,463 Jan-Dec 2002 Yes
Tower space rent SCI SCE&G * Jan-Dec 2002 Yes
Tower space rent SCI SCPC * Jan-Dec 2002 Yes
Maintenance contract PSI SCE&G 4,406 Jan 1998-Sep 2005 Yes
Rental of Facility SDC SCE&G 121 Aug 2002-2007 Yes
* Consideration is less than $100,000.
Note: SCANA Corporation system companies have agreements with each other
pursuant to which the system companies reimburse each other for the full cost of
services, personnel and facilities provided by another system company.
Part II
None
Part III
None
ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES
None
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS
Financial Statements Page No.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
SCANA Corporation Condensed Consolidating Balance Sheet 32
South Carolina Electric & Gas Company Condensed Consolidating
Balance Sheet 38
Public Service Company of North Carolina, Incorporated Condensed
Consolidating Balance Sheet 40
SCANA Energy Marketing, Inc. Condensed Consolidating Balance Sheet 43
SCANA Corporation Condensed Consolidating Statement of Operations
and Retained Earnings 44
South Carolina Electric & Gas Company Condensed Consolidating
Statement of Income and Retained Earnings 49
Public Service Company of North Carolina, Incorporated Condensed
Consolidating Statement of Operations and Retained Earnings 51
SCANA Energy Marketing, Inc. Condensed Consolidating Statement
of Income and Retained Earnings 53
SCANA Corporation Consolidating Statement of Cash Flows 54
Exhibits Page No.
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Exhibit A 57
Exhibit B 57
Exhibit C 63
Exhibit D 66
Exhibit E 71
Exhibit F 71
Exhibit G 72
Exhibit H 72
SCANA CORPORATION
CONDENSED CONSOLIDATING BALANCE SHEET
DECEMBER 31, 2002
(MILLIONS OF DOLLARS)
SCANA SOUTH CAROLINA SOUTH CAROLINA SOUTH CAROLINA
CORPORATION ELECTRIC & GAS GENERATING FUEL
CONSOLIDATED COMPANY COMPANY, INC. COMPANY, INC.
ASSETS
UTILITY PLANT, NET OF ACCUMULATED DEPRECIATION $5,474 $4,249 $190 $38
OTHER PROPERTY AND INVESTMENTS,
NET OF ACCUMULATED DEPRECIATION 326 25 - -
CURRENT ASSETS:
CASH AND TEMPORARY INVESTMENTS 397 115 - -
OTHER CURRENT ASSETS 763 321 22 61
TOTAL CURRENT ASSETS 1,160 436 22 61
DEFERRED DEBITS 794 743 9 -
TOTAL $7,754 $5,453 $221 $99
CAPITALIZATION & LIABILITIES
STOCKHOLDERS' INVESTMENT:
COMMON EQUITY (DEFICIT) $2,177 $1,966 $45 $-
PREFERRED STOCK (NOT SUBJECT TO PURCHASE OR
SINKING FUNDS) 106 106 - -
TOTAL STOCKHOLDERS' INVESTMENT 2,283 2,072 45 -
PREFERRED STOCK (SUBJECT TO PURCHASE OR
SINKING FUNDS) 9 9 - -
TRUST-PREFERRED SECURITIES 50 50 - -
LONG-TERM DEBT, NET 2,834 1,534 70 -
TOTAL CAPITALIZATION (DEFICIT) 5,176 3,665 115 -
CURRENT LIABILITIES 1,239 646 56 101
DEFERRED CREDITS 1,339 1,142 50 (2)
TOTAL $7,754 $5,453 $221 $99
SCANA CORPORATION
CONDENSED CONSOLIDATING BALANCE SHEET
DECEMBER 31, 2002
(MILLIONS OF DOLLARS)
SCG SCANA SCANA
SOUTH CAROLINA PIPELINE, DEVELOPMENT COMMUNICATIONS,
PIPELINE CORP. INC. CORPORATION INC.
ASSETS
UTILITY PLANT, NET OF ACCUMULATED DEPRECIATION $204 $6 $- $-
OTHER PROPERTY AND INVESTMENTS,
NET OF ACCUMULATED DEPRECIATION - - 3 196
CURRENT ASSETS:
CASH AND TEMPORARY INVESTMENTS 3 - 1 193
OTHER CURRENT ASSETS 91 - - 2
TOTAL CURRENT ASSETS 94 - 1 195
DEFERRED DEBITS 15 - 3 -
TOTAL $313 $6 $7 $391
CAPITALIZATION & LIABILITIES
STOCKHOLDERS' INVESTMENT:
COMMON EQUITY (DEFICIT) $110 $- $3 $203
PREFERRED STOCK (NOT SUBJECT TO PURCHASE OR
SINKING FUNDS) - - - -
TOTAL STOCKHOLDERS' INVESTMENT 110 - 3 203
PREFERRED STOCK (SUBJECT TO PURCHASE
OR SINKING FUNDS) - - - -
TRUST-PREFERRED SECURITIES - - - -
LONG-TERM DEBT, NET 38 - - -
TOTAL CAPITALIZATION (DEFICIT) 148 - 3 203
CURRENT LIABILITIES 125 6 4 206
DEFERRED CREDITS 40 - - (18)
TOTAL $313 $6 $7 $391
SCANA CORPORATION
CONDENSED CONSOLIDATING BALANCE SHEET
DECEMBER 31, 2002
(MILLIONS OF DOLLARS)
PRIMESOUTH, SCANA ENERGY SCANA
ASSETS INC. MARKETING, INC. RESOURCES
UTILITY PLANT, NET OF ACCUMULATED DEPRECIATION $- $- $-
OTHER PROPERTY AND INVESTMENTS,
NET OF ACCUMULATED DEPRECIATION 11 8 -
CURRENT ASSETS:
CASH AND TEMPORARY INVESTMENTS 3 19 -
OTHER CURRENT ASSETS 6 146 1
TOTAL CURRENT ASSETS 9 165 1
DEFERRED DEBITS - 1 -
TOTAL $20 $174 $1
CAPITALIZATION & LIABILITIES
STOCKHOLDERS' INVESTMENT:
COMMON EQUITY (DEFICIT) $10 $(8) $1
PREFERRED STOCK (NOT SUBJECT TO PURCHASE OR
SINKING FUNDS) - - -
TOTAL STOCKHOLDERS' INVESTMENT 10 (8) 1
PREFERRED STOCK (SUBJECT TO PURCHASE OR
SINKING FUNDS) - - -
TRUST-PREFERRED SECURITIES - - -
LONG-TERM DEBT, NET - - -
TOTAL CAPITALIZATION (DEFICIT) 10 (8) 1
CURRENT LIABILITIES 8 182 -
DEFERRED CREDITS 2 - -
TOTAL $20 $174 $1
SCANA CORPORATION
CONDENSED CONSOLIDATING BALANCE SHEET
DECEMBER 31, 2002
(MILLIONS OF DOLLARS)
SCANA SCANA
PROPANE PROPANE SCANA
GAS, INC. SERVICECARE, INC. SERVICES, INC CORPORATION
ASSETS
UTILITY PLANT, NET OF ACCUMULATED DEPRECIATION $- $- $- $-
OTHER PROPERTY AND INVESTMENTS,
NET OF ACCUMULATED DEPRECIATION - - - 3,269
CURRENT ASSETS:
CASH AND TEMPORARY INVESTMENTS - 2
- 60
OTHER CURRENT ASSETS - 2
- 56
TOTAL CURRENT ASSETS - 4
- 116
DEFERRED DEBITS - -
- 15
TOTAL $- $4 $- $3,400
CAPITALIZATION & LIABILITIES
STOCKHOLDERS' INVESTMENT:
COMMON EQUITY (DEFICIT) $- $1 $- $2,177
PREFERRED STOCK (NOT SUBJECT TO PURCHASE OR
SINKING FUNDS) - - - -
TOTAL STOCKHOLDERS' INVESTMENT - 1
- 2,177
PREFERRED STOCK (SUBJECT TO PURCHASE OR
SINKING FUNDS) - - - -
TRUST-PREFERRED SECURITIES - - - -
LONG-TERM DEBT, NET - - -
930
TOTAL CAPITALIZATION (DEFICIT) - 1
- 3,107
CURRENT LIABILITIES - 2
- 276
DEFERRED CREDITS - 1
- 17
TOTAL $- $4 $-
$3,400
SCANA CORPORATION
CONDENSED CONSOLIDATING BALANCE SHEET
DECEMBER 31, 2002
(MILLIONS OF DOLLARS)
PUBLIC SERVICE
COMPANY OF NORTH
SCANA CAROLINA,
ASSETS SERVICES, INC. INCORPORATED ELIMINATIONS
UTILITY PLANT, NET OF ACCUMULATED DEPRECIATION $- $787 $-
OTHER PROPERTY AND INVESTMENTS,
NET OF ACCUMULATED DEPRECIATION
41 28 (3,255)
CURRENT ASSETS:
CASH AND TEMPORARY INVESTMENTS
- 1 -
OTHER CURRENT ASSETS
49 164 (158)
TOTAL CURRENT ASSETS
49 165 (158)
DEFERRED DEBITS
2 41 (35)
TOTAL
$92 $1,021 $(3,448)
CAPITALIZATION & LIABILITIES
STOCKHOLDERS' INVESTMENT:
COMMON EQUITY (DEFICIT) $487
$6 $(2,824)
PREFERRED STOCK (NOT SUBJECT TO PURCHASE OR
SINKING FUNDS) - - -
TOTAL STOCKHOLDERS' INVESTMENT
6 487 (2,824)
PREFERRED STOCK (SUBJECT TO PURCHASE OR SINKING FUNDS) - - -
TRUST-PREFERRED SECURITIES - - -
LONG-TERM DEBT, NET
1 286 (25)
TOTAL CAPITALIZATION (DEFICIT)
7 773 (2,849)
CURRENT LIABILITIES
67 124 (564)
DEFERRED CREDITS
18 124 (35)
TOTAL $1,021
$92 $(3,448)
SOUTH CAROLINA ELECTRIC & GAS COMPANY
CONDENSED CONSOLIDATING BALANCE SHEET
DECEMBER 31, 2002
(MILLIONS OF DOLLARS)
SOUTH CAROLINA SOUTH CAROLINA
ELECTRIC & GAS ELECTRIC & GAS SOUTH CAROLINA
COMPANY COMPANY FUEL
ASSETS 10-K CONSOLIDATED COMPANY, INC. ELIMINATIONS
UTILITY PLANT, NET OF ACCUMULATED DEPRECIATION $4,287 $4,249 $38 $-
OTHER PROPERTY AND INVESTMENTS,
NET OF ACCUMULATED DEPRECIATION 25 25 - -
CURRENT ASSETS:
CASH AND TEMPORARY INVESTMENTS 115 115 - -
OTHER CURRENT ASSETS 382 321 61 -
TOTAL CURRENT ASSETS 497 436 61 -
DEFERRED DEBITS 743 743 - -
TOTAL $5,552 $5,453 $99 $-
CAPITALIZATION & LIABILITIES
STOCKHOLDERS' INVESTMENT:
COMMON EQUITY $1,966 $1,966 $- $-
PREFERRED STOCK (NOT SUBJECT TO PURCHASE OR
SINKING FUNDS) 106 106 - -
TOTAL STOCKHOLDERS' INVESTMENT 2,072 2,072 - -
PREFERRED STOCK (SUBJECT TO PURCHASE OR
SINKING FUNDS) 9 9 - -
TRUST-PREFERRED SECURITIES 50 50 - -
LONG-TERM DEBT, NET 1,534 1,534 - -
TOTAL CAPITALIZATION 3,665 3,665 - -
CURRENT LIABILITIES 747 646 101 -
DEFERRED CREDITS 1,140 1,142 (2) -
TOTAL $5,552 $5,453 $99 $-
SOUTH CAROLINA ELECTRIC & GAS COMPANY
CONDENSED CONSOLIDATING BALANCE SHEET
DECEMBER 31, 2002
(MILLIONS OF DOLLARS)
SOUTH CAROLINA
ELECTRIC & GAS SOUTH CAROLINA
COMPANY ELECTRIC & GAS SCE&G
ASSETS CONSOLIDATED COMPANY TRUST 1 ELIMINATIONS
UTILITY PLANT, NET OF ACCUMULATED DEPRECIATION $4,249 $4,249 $- $-
OTHER PROPERTY AND INVESTMENTS,
NET OF ACCUMULATED DEPRECIATION 25 27 51
(53)
CURRENT ASSETS:
CASH AND TEMPORARY INVESTMENTS 115 115 -
-
OTHER CURRENT ASSETS 321 321 -
-
TOTAL CURRENT ASSETS 436 436 -
-
DEFERRED DEBITS 743 743 -
-
TOTAL $5,453 $5,455 $51 $(53)
CAPITALIZATION & LIABILITIES
STOCKHOLDERS' INVESTMENT:
COMMON EQUITY $1,966 $1,966 $1
$(1)
PREFERRED STOCK (NOT SUBJECT TO PURCHASE OR
SINKING FUNDS) 106 106 - -
TOTAL STOCKHOLDERS' INVESTMENT 2,072 2,072 1
(1)
PREFERRED STOCK (SUBJECT TO PURCHASE OR SINKING FUNDS) 9 9 - -
TRUST-PREFERRED SECURITIES 50 - 50 -
LONG-TERM DEBT, NET 1,534 1,586 -
(52)
TOTAL CAPITALIZATION 3,665 3,667 51
(53)
CURRENT LIABILITIES 646 646 - -
DEFERRED CREDITS 1,142 1,142 -
-
TOTAL $5,453 $5,455 $51
$(53)
PUBLIC SERVICE COMPANY OF NORTH CAROLINA, INCORPORATED
CONDENSED CONSOLIDATING BALANCE SHEET
DECEMBER 31, 2002
(MILLIONS OF DOLLARS)
PUBLIC SERVICE PUBLIC SERVICE
COMPANY OF COMPANY OF
NORTH NORTH
CAROLINA, CAROLINA,
INCORPORATED INCORPORATED
10-K CONSOLIDATED RECLASSIFICATIONS
ASSETS
UTILITY PLANT, NET OF ACCUMULATED DEPRECIATION $787 $787 $-
OTHER PROPERTY AND INVESTMENTS,
NET OF ACCUMULATED DEPRECIATION 28 28 -
CURRENT ASSETS:
CASH AND TEMPORARY INVESTMENTS 1 1
-
OTHER CURRENT ASSETS 167 164 3
TOTAL CURRENT ASSETS 168 165 3
DEFERRED DEBITS 41 41 -
TOTAL $1,024 $1,021 $3
CAPITALIZATION & LIABILITIES
STOCKHOLDERS' INVESTMENT:
COMMON EQUITY $487 $487 $-
PREFERRED STOCK (NOT SUBJECT TO PURCHASE OR
SINKING FUNDS)
TOTAL STOCKHOLDERS' INVESTMENT 487 487 -
PREFERRED STOCK (SUBJECT TO PURCHASE OR SINKING FUNDS)
TRUST-PREFERRED SECURITIES
LONG-TERM DEBT, NET 286 286 -
TOTAL CAPITALIZATION 773 773 -
CURRENT LIABILITIES 127 124 3
DEFERRED CREDITS 124 124 -
TOTAL $1,024 $1,021 $3
PUBLIC SERVICE COMPANY OF NORTH CAROLINA, INCORPORATED
CONDENSED CONSOLIDATING BALANCE SHEET
DECEMBER 31, 2002
(MILLIONS OF DOLLARS)
PUBLIC SERVICE
COMPANY OF PUBLIC SERVICE
NORTH COMPANY OF
CAROLINA, NORTH
INCORPORATED CAROLINA, BLUE
CONSOLIDATED INCORPORATED RIDGE
ASSETS
UTILITY PLANT, NET OF ACCUMULATED DEPRECIATION $787 $787 $-
OTHER PROPERTY AND INVESTMENTS,
NET OF ACCUMULATED DEPRECIATION 28 24 8
CURRENT ASSETS:
CASH AND TEMPORARY INVESTMENTS 1 1 -
OTHER CURRENT ASSETS 164 164 -
TOTAL CURRENT ASSETS 165 165 -
DEFERRED DEBITS 41 41 -
TOTAL $1,021 $1,017 $8
CAPITALIZATION & LIABILITIES
STOCKHOLDERS' INVESTMENT:
COMMON EQUITY $487 $487 $3
TOTAL STOCKHOLDERS' INVESTMENT 487 487 3
LONG-TERM DEBT, NET 286 286 3
TOTAL CAPITALIZATION 773 773 6
CURRENT LIABILITIES 124 122 1
DEFERRED CREDITS 124 122 1
TOTAL $1,021 $1,017 $8
PUBLIC SERVICE COMPANY OF NORTH CAROLINA, INCORPORATED
CONDENSED CONSOLIDATING BALANCE SHEET
DECEMBER 31, 2002
(MILLIONS OF DOLLARS)
CLEAN PSNC
ENERGY CARDINAL ELIMINATIONS
ASSETS
UTILITY PLANT, NET OF ACCUMULATED DEPRECIATION $- $- $-
OTHER PROPERTY AND INVESTMENTS,
NET OF ACCUMULATED DEPRECIATION - 19
(23)
CURRENT ASSETS:
CASH AND TEMPORARY INVESTMENTS - -
-
OTHER CURRENT ASSETS - -
-
TOTAL CURRENT ASSETS - - -
DEFERRED DEBITS - -
-
TOTAL $- $19 $(23)
CAPITALIZATION & LIABILITIES
STOCKHOLDERS' INVESTMENT:
COMMON EQUITY $- $7 $(10)
TOTAL STOCKHOLDERS' INVESTMENT - 7 (10)
LONG-TERM DEBT, NET - 10 (13)
TOTAL CAPITALIZATION - 17 (23)
CURRENT LIABILITIES - 1
-
DEFERRED CREDITS - 1
-
TOTAL $- $19 $(23)
SCANA ENERGY MARKETING, INC.
CONDENSED CONSOLIDATING BALANCE SHEET
FOR THE YEAR ENDED DECEMBER 31, 2002
(MILLIONS OF DOLLARS)
SCANA
ENERGY SCANA SCANA
MARKETING, ENERGY PSNC ENERGY
INC. MARKETING,
PRODUCTION TRADING,
CONSOLIDATED INC.
CORPORATION LLC
ELIMINATIONS
ASSETS:
UTILITY PLANT, NET OF ACCUMULATED DEPRECIATION
OTHER PROPERTY AND INVESTMENTS, NET OF
ACCUMULATED DEPRECIATION 8 8 - - -
CURRENT ASSETS:
CASH AND TEMPORARY INVESTMENTS 19 7 12 - -
OTHER CURRENT ASSETS 146 142 20 - (16)
TOTAL CURRENT ASSETS 165 149 32 - (16)
DEFERRED DEBITS 1 1 - - -
TOTAL 174 158 32 - (16)
CAPITALIZATION & LIABILITIES
STOCKHOLDERS' INVESTMENT:
COMMUNITY EQUITY (8) (8) 16 - (16)
PREFERRED STOCK (NOT SUBJECT TO PURCHASE OR
SINKING FUNDS)
TOTAL STOCKHOLDERS' INVESTMENT (8) (8) 16 - (16)
PREFERRED STOCK (SUBJECT TO PURCHASE OR
SINKING FUNDS
TRUST PREFERRED SECURITIES
LONG-TERM DEBT, NET
TOTAL CAPITALIZATION (8) (8) 16 - (16)
CURRENT LIABILITIES 182 166 16 - -
DEFERRED CREDITS - - - - -
TOTAL 174 158 32 - (16)
SCANA CORPORATION
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND RETAINED EARNINGS
FOR THE YEAR ENDED DECEMBER 31, 2002
(MILLIONS OF DOLLARS)
SOUTH CAROLINA
SCANA ELECTRIC & GAS SOUTH CAROLINA SOUTH CAROLINA
CORPORATION COMPANY GENERATING FUEL
CONSOLIDATED CONSOLIDATED COMPANY, INC. COMPANY, INC.
OPERATING REVENUES $2,954 $1,683 $109 $216
OPERATING EXPENSES:
OPERATING EXPENSES 2,220 1,095 87 214
DEPRECIATION AND AMORTIZATION 220 171 8 -
TOTAL OPERATING EXPENSES 2,440 1,266 95 214
OPERATING INCOME 514 417 14 2
OTHER INCOME (LOSS) (180) 37 - -
INCOME (LOSS) BEFORE INTEREST CHARGES, INCOME
TAXES AND PREFERRED STOCK DIVIDENDS 334 454 14 2
INTEREST CHARGES, NET 199 118 6 2
INCOME (LOSS) BEFORE INCOME TAXES AND MANDATORILY
REDEEMABLE PREFERRED SECURITIES 135 336 8 -
INCOME TAX EXPENSE (BENEFIT) 36 113 3 -
INCOME (LOSS) BEFORE MANDATORILY REDEEMABLE
PREFERRED SECURITIES 99 223 5 -
PREFERRED DIVIDEND REQUIREMENT OF COMPANY
--OBLIGATED MANDATORILY REDEEMABLE
PREFERRED SECURITIES 4 4 - -
PREFERRED STOCK CASH DIVIDENDS 7 7 - -
INCOME (LOSS) BEFORE CUMULATIVE EFFECT OF
ACCOUNTING CHANGE 88 212 5 -
CUMULATIVE EFFECT OF ACCOUNTING CHANGE (230) - - -
NET INCOME (LOSS) (142) 212 5 -
RETAINED EARNINGS (ACCUMULATED DEFICIT)
AT BEGINNING OF YEAR 1,264 709 21 -
COMMON STOCK CASH DIVIDENDS DECLARED (138) (153) (4) -
OTHER - - - -
RETAINED EARNINGS (ACCUMULATED DEFICIT)
AT END OF YEAR 984 768 22 -
NET INCOME (LOSS) (142)
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING (MILLIONS) 106
EARNINGS (LOSS) PER SHARE OF COMMON STOCK $(1.34)
SCANA CORPORATION
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND RETAINED EARNINGS
FOR THE YEAR ENDED DECEMBER 31, 2002
(MILLIONS OF DOLLARS)
SOUTH CAROLINA SCG SCANA SCANA
PIPELINE CORP. PIPELINE, DEVELOPMENT COMMUNICATIONS, PRIMESOUTH, INC.
CONSOLIDATED INC. CORPORATION INC. CONSOLIDATED
OPERATING REVENUES $479 $- $- $- $-
OPERATING EXPENSES:
OPERATING EXPENSES 467 - - - -
DEPRECIATION AND AMORTIZATION 6 - - - -
TOTAL OPERATING EXPENSES 473 - - - -
OPERATING INCOME 6 - - - -
OTHER INCOME (LOSS) 2 - - (234) 11
INCOME (LOSS) BEFORE INTEREST CHARGES, INCOME
TAXES AND PREFERRED STOCK DIVIDENDS 8 - - (234) 11
INTEREST CHARGES, NET 5 - - 11 -
INCOME (LOSS) BEFORE INCOME TAXES AND
MANDATORILY REDEEMABLE PREFERRED
SECURITIES 3 - - (245) 11
INCOME TAX EXPENSE (BENEFIT) - - - (85) 4
INCOME (LOSS) BEFORE MANDATORILY REDEEMABLE
PREFERRED SECURITIES 3 - - (160) 7
PREFERRED DIVIDEND REQUIREMENT OF COMPANY
--OBLIGATED MANDATORILY REDEEMABLE
PREFERRED SECURITIES - - - - -
PREFERRED STOCK CASH DIVIDENDS - - - - -
INCOME (LOSS) BEFORE CUMULATIVE EFFECT OF
ACCOUNTING CHANGE 3 - - (160) 7
CUMULATIVE EFFECT OF ACCOUNTING CHANGE - - - - -
NET INCOME (LOSS) 3 - - (160) 7
RETAINED EARNINGS (ACCUMULATED DEFICIT)
AT BEGINNING OF YEAR 55 - (1) 328 (6)
COMMON STOCK CASH DIVIDENDS DECLARED (5) - - (10) (1)
OTHER - - - - -
RETAINED EARNINGS (ACCUMULATED DEFICIT)
AT END OF YEAR 53 - (1) 158 -
SCANA CORPORATION
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND RETAINED EARNINGS
FOR THE YEAR ENDED DECEMBER 31, 2002
(MILLIONS OF DOLLARS)
SCANA
SCANA ENERGY SCANA PETROLEUM
MARKETING INC. RESOURCES RESOURCES, INC.
OPERATING REVENUES $696 $- $-
OPERATING EXPENSES:
OPERATING EXPENSES 672 - -
DEPRECIATION AND AMORTIZATION 1 - -
TOTAL OPERATING EXPENSES 673 - -
OPERATING INCOME 23 - -
OTHER INCOME (LOSS) - - (1)
INCOME BEFORE INTEREST CHARGES, INCOME
TAXES AND PREFERRED STOCK DIVIDENDS 23 - (1)
INTEREST CHARGES, NET 4 - -
INCOME (LOSS) BEFORE INCOME TAXES AND MANDATORILY
REDEEMABLE PREFERRED SECURITIES 19 - (1)
INCOME TAX EXPENSE 5 - -
INCOME (LOSS) BEFORE MANDATORILY REDEEMABLE
PREFERRED SECURITIES 14 - (1)
PREFERRED DIVIDEND REQUIREMENT OF COMPANY
--OBLIGATED MANDATORILY REDEEMABLE
PREFERRED SECURITIES - - -
PREFERRED STOCK CASH DIVIDENDS - - -
INCOME (LOSS) BEFORE CUMULATIVE EFFECT OF
ACCOUNTING CHANGE 14 - (1)
CUMULATIVE EFFECT OF ACCOUNTING CHANGE - - -
NET INCOME 14 - (1)
RETAINED EARNINGS (ACCUMULATED DEFICIT)
AT BEGINNING OF YEAR (59) (5) (94)
COMMON STOCK CASH DIVIDENDS DECLARED - - -
OTHER - - -
RETAINED EARNINGS (ACCUMULATED DEFICIT)
AT END OF YEAR (45) (5) (95)
SCANA CORPORATION
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND RETAINED EARNINGS
FOR THE YEAR ENDED DECEMBER 31, 2002
(MILLIONS OF DOLLARS)
SERVICECARE, SCANA PROPANE SCANA SCANA
INC. STORAGE, INC. CORPORATION SERVICES, INC.
OPERATING REVENUES $- $- $- $282
OPERATING EXPENSES:
OPERATING EXPENSES - - - 272
DEPRECIATION AND AMORTIZATION - - - 4
TOTAL OPERATING EXPENSES - - - 276
OPERATING INCOME - - - 6
OTHER INCOME (LOSS) 3 - (103) (3)
INCOME BEFORE INTEREST CHARGES, INCOME
TAXES AND PREFERRED STOCK DIVIDENDS 3 - (103) 3
INTEREST CHARGES, NET - - 57 3
INCOME (LOSS) BEFORE INCOME TAXES AND MANDATORILY
REDEEMABLE PREFERRED SECURITIES 3 - (160) -
INCOME TAX EXPENSE (BENEFIT) 1 - (18) -
INCOME (LOSS) BEFORE MANDATORILY REDEEMABLE
PREFERRED SECURITIES 2 - (142) -
PREFERRED DIVIDEND REQUIREMENT OF COMPANY
--OBLIGATED MANDATORILY REDEEMABLE
PREFERRED SECURITIES - - - -
PREFERRED STOCK CASH DIVIDENDS - - - -
INCOME (LOSS) BEFORE CUMULATIVE EFFECT OF
ACCOUNTING CHANGE 2 - (142) -
CUMULATIVE EFFECT OF ACCOUNTING CHANGE - - - -
NET INCOME (LOSS) 2 - (142) -
RETAINED EARNINGS (ACCUMULATED DEFICIT)
AT BEGINNING OF YEAR (5) - 1,264 -
COMMON STOCK CASH DIVIDENDS DECLARED (3) - (138) -
OTHER - - - -
RETAINED EARNINGS (ACCUMULATED DEFICIT)
AT END OF YEAR (6) - 984 -
SCANA CORPORATION
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND RETAINED EARNINGS
FOR THE YEAR ENDED DECEMBER 31, 2002
(MILLIONS OF DOLLARS)
PUBLIC SERVICE
COMPANY OF NORTH
CAROLINA, INCORPORATED ELIMINATIONS
OPERATING REVENUES $356 $(867)
OPERATING EXPENSES:
OPERATING EXPENSES 267 (854)
DEPRECIATION AND AMORTIZATION 35 (5)
TOTAL OPERATING EXPENSES 302 (859)
OPERATING INCOME 54 (8)
OTHER INCOME 3 105
INCOME BEFORE INTEREST CHARGES, INCOME
TAXES AND PREFERRED STOCK DIVIDENDS 57 97
INTEREST CHARGES, NET 21 (28)
INCOME BEFORE INCOME TAXES AND MANDATORILY
REDEEMABLE PREFERRED SECURITIES 36 125
INCOME TAX EXPENSE 13 -
INCOME BEFORE MANDATORILY REDEEMABLE
PREFERRED SECURITIES 23 125
PREFERRED DIVIDEND REQUIREMENT OF COMPANY
--OBLIGATED MANDATORILY REDEEMABLE
PREFERRED SECURITIES - -
PREFERRED STOCK CASH DIVIDENDS - -
INCOME BEFORE CUMULATIVE EFFECT OF
ACCOUNTING CHANGE 23 125
CUMULATIVE EFFECT OF ACCOUNTING CHANGE (230) -
NET INCOME (LOSS) (207) 125
RETAINED EARNINGS (ACCUMULATED DEFICIT)
AT BEGINNING OF YEAR 9 (952)
COMMON STOCK CASH DIVIDENDS DECLARED - 176
OTHER - -
RETAINED EARNINGS (ACCUMULATED DEFICIT)
AT END OF YEAR (198) (651)
SOUTH CAROLINA ELECTRIC & GAS COMPANY
CONDENSED CONSOLIDATING STATEMENT OF INCOME AND RETAINED EARNINGS
FOR THE YEAR ENDED DECEMBER 31, 2002
(MILLIONS OF DOLLARS)
SOUTH CAROLINA SOUTH CAROLINA
ELECTRIC & GAS ELECTRIC & GAS SOUTH CAROLINA
COMPANY COMPANY FUEL
10-K CONSOLIDATED COMPANY, INC. ELIMINATIONS
OPERATING REVENUES $1,683 $1,683 $216 $(216)
OPERATING EXPENSES:
OPERATING EXPENSES 1,095 1,095 214 (214)
DEPRECIATION AND AMORTIZATION 171 171 - -
TOTAL OPERATING EXPENSES 1,266 1,266 214 (214)
OPERATING INCOME 417 417 2 (2)
OTHER INCOME 37 37 - -
INCOME (LOSS) BEFORE INTEREST CHARGES, INCOME
TAXES AND PREFERRED STOCK DIVIDENDS 454 454 2 (2)
INTEREST CHARGES, NET 118 118 2 (2)
INCOME BEFORE INCOME TAXES AND MANDATORILY
REDEEMABLE PREFERRED SECURITIES 336 336 - -
INCOME TAXES 113 113 - -
INCOME BEFORE MANDATORILY REDEEMABLE
PREFERRED SECURITIES 223 223 - -
PREFERRED DIVIDEND REQUIREMENT OF COMPANY
--OBLIGATED MANDATORILY REDEEMABLE
PREFERRED SECURITIES 4 4 - -
PREFERRED STOCK CASH DIVIDENDS 7 7 - -
NET INCOME 212 212 - -
RETAINED EARNINGS AT BEGINNING OF YEAR 709 709 - -
COMMON STOCK CASH DIVIDENDS DECLARED (153) (153) - -
OTHER - - - -
RETAINED EARNINGS AT END OF YEAR 768 768 - -
SOUTH CAROLINA ELECTRIC & GAS COMPANY
CONDENSED CONSOLIDATING STATEMENT OF INCOME AND RETAINED EARNINGS
FOR THE YEAR ENDED DECEMBER 31, 2002
(MILLIONS OF DOLLARS)
SOUTH CAROLINA
ELECTRIC & GAS SOUTH CAROLINA
COMPANY ELECTRIC & GAS SCE&G
CONSOLIDATED COMPANY TRUST 1 ELIMINATIONS
OPERATING REVENUES $1,683 $1,683 $- $-
OPERATING EXPENSES:
OPERATING EXPENSES 1,095 1,095 - -
DEPRECIATION AND AMORTIZATION 171 171 - -
TOTAL OPERATING EXPENSES 1,266 1,266 - -
OPERATING INCOME 417 417 - -
OTHER INCOME (LOSS) 37 38 4 (5)
INCOME (LOSS) BEFORE INTEREST CHARGES, INCOME
TAXES AND PREFERRED STOCK DIVIDENDS 454 455 4 (5)
INTEREST CHARGES, NET 118 123 - (5)
INCOME BEFORE INCOME TAXES AND MANDATORILY
REDEEMABLE PREFERRED SECURITIES 336 332 4 -
INCOME TAXES 113 113 - -
INCOME BEFORE MANDATORILY REDEEMABLE
PREFERRED SECURITIES 223 219 4 -
PREFERRED DIVIDEND REQUIREMENT OF COMPANY
--OBLIGATED MANDATORILY REDEEMABLE
PREFERRED SECURITIES 4 - 4 -
PREFERRED STOCK CASH DIVIDENDS 7 7 - -
NET INCOME 212 212 - -
RETAINED EARNINGS AT BEGINNING OF YEAR 709 - - -
COMMON STOCK CASH DIVIDENDS DECLARED (153) - - -
OTHER - - - -
RETAINED EARNINGS AT END OF YEAR 768 - - -
PUBLIC SERVICE COMPANY OF NORTH CAROLINA, INCORPORATED
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND RETAINED EARNINGS
FOR THE YEAR ENDED DECEMBER 31, 2002
(MILLIONS OF DOLLARS)
10-K
PUBLIC SERVICE
COMPANY OF PUBLIC SERVICE
NORTH COMPANY OF
CAROLINA, NORTH
INCORPORATED CAROLINA, BLUE
CONSOLIDATED INCORPORATED RIDGE
OPERATING REVENUES $356 $356 $-
OPERATING EXPENSES:
OPERATING EXPENSES 267 267 -
DEPRECIATION AND AMORTIZATION 35 35 -
TOTAL OPERATING EXPENSES 302 302 -
OPERATING INCOME 54 54 -
OTHER INCOME (LOSS) 3 (1) 1
INCOME BEFORE INTEREST CHARGES AND
INCOME TAXES 57 53 1
INTEREST CHARGES, NET 21 21 -
INCOME BEFORE INCOME TAXES 36 32 1
INCOME TAXES 13 12 -
INCOME BEFORE CUMULATIVE EFFECT OF
ACCOUNTING CHANGE 23 20 1
CUMULATIVE EFFECT OF ACCOUNTING CHANGE (230) (230) -
NET INCOME (LOSS) (207) (210) 1
RETAINED EARNINGS
AT BEGINNING OF YEAR 9 9 3
COMMON STOCK CASH DIVIDENDS DECLARED - - -
OTHER - - -
RETAINED EARNINGS (ACCUMULATED DEFICIT)
AT END OF YEAR (198) (201) 4
PUBLIC SERVICE COMPANY OF NORTH CAROLINA, INCORPORATED
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND RETAINED EARNINGS
FOR THE YEAR ENDED DECEMBER 31, 2002
(MILLIONS OF DOLLARS)
CLEAN PSNC
ENERGY CARDINAL ELIMINATIONS
OPERATING REVENUES $- $- $-
OPERATING EXPENSES:
OPERATING EXPENSES - - -
DEPRECIATION AND AMORTIZATION - - -
TOTAL OPERATING EXPENSES - - -
OPERATING INCOME - - -
OTHER INCOME - 3 -
INCOME BEFORE INTEREST CHARGES
AND INCOME TAXES - 3 -
INTEREST CHARGES, NET - - -
INCOME BEFORE INCOME TAXES - 3 -
INCOME TAXES - 1 -
INCOME BEFORE CUMULATIVE EFFECT OF
ACCOUNTING CHANGE - 2 -
CUMULATIVE EFFECT OF ACCOUNTING CHANGE - - -
NET INCOME - 2 -
RETAINED EARNINGS (ACCUMULATED DEFICIT)
AT BEGINNING OF YEAR 7 5 (15)
COMMON STOCK CASH DIVIDENDS DECLARED - - -
OTHER (7) - 7
RETAINED EARNINGS (ACCUMULATED DEFICIT)
AT END OF YEAR - 7 (8)
SCANA ENERGY MARKETING, INC.
CONDENSED CONSOLIDATING STATEMENT OF INCOME AND RETAINED EARNINGS
FOR THE YEAR ENDED DECEMBER 31, 2002
(MILLIONS OF DOLLARS)
SCANA
ENERGY SCANA SCANA
MARKETING, ENERGY PSNC ENERGY
INC. MARKETING,
PRODUCTION TRADING,
CONSOLIDATED INC.
CORPORATION LLC
ELIMINATIONS
OPERATING REVENUES $696 $605 $91 - -
OPERATING EXPENSES:
OPERATING EXPENSES 672 580 92 - -
DEPRECIATION AND AMORTIZATION 1 1 - - -
TOTAL OPERATING EXPENSES 673 581 92 - -
OPERATING INCOME (LOSS) 23 24 (1) - -
OTHER INCOME - - - - -
INCOME (LOSS) BEFORE INTEREST CHARGES
AND INCOME TAXES 23 24 (1) - -
INTEREST CHARGES, NET 4 4 - - -
INCOME (LOSS) BEFORE INCOME TAXES 19 20 (1) - -
INCOME TAXES 5 5 - - -
NET INCOME (LOSS) 14 15 (1) - -
RETAINED EARNINGS (ACCUMULATED DEFICIT)
AT BEGINNING OF YEAR (59) (65) 6 - -
COMMON STOCK CASH DIVIDENDS DECLARED - - - - -
OTHER - - - - -
RETAINED EARNINGS (ACCUMULATED DEFICIT)
AT END OF YEAR (45) (50) 5 - -
-
-
SCANA CORPORATION
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
For the Year Ended December 31, 2002 SOUTH PUBLIC SERVICE
SCANA CAROLINA COMPANY OF
CORPORATION ELECTRIC & GAS NORTH CAROLINA,
CONSOLIDATED COMPANY INCORPORATED
(Millions of dollars)
Cash Flows From Operating Activities:
Net income (loss) $(142) $219 $(207)
Adjustments to reconcile net income to net cash provided from
operating activities:
Cumulative effect of accounting change, net of taxes 230 - 230
Depreciation and amortization 233 172 37
Amortization of nuclear fuel 20 20 -
Gain on sale of assets and investments (40) (1) -
Impairment of investments 291 - -
Hedging activities 42 - -
Allowance for funds used during construction (35) (31) (1)
Over (under) collection, fuel adjustment clause (15) 10 (24)
Changes in certain assets and liabilities:
(Increase) decrease in receivables (64) (31) (30)
(Increase) decrease in inventories (1) (11) 11
(Increase) decrease in prepayments (19) (18) -
(Increase) decrease pension asset (26) (26) -
Increase (decrease) in other regulatory assets 6 4 1
Increase (decrease) in deferred income taxes, net (185) 11 2
Increase (decrease) in other regulatory liabilities 39 39 1
Increase (decrease) in post retirement benefits 9 9 -
Increase (decrease) in accounts payable 88 24 1
Increase (decrease) in taxes accrued (4) 13 -
Increase (decrease) in interest accrued 7 4 -
Other, net 60 3 (3)
------------------------------------------------------------------- ------------------- -------------------- --------------------
Net Cash Provided From (Used For) Operating Activities 494 410 18
------------------------------------------------------------------- ------------------- -------------------- --------------------
Cash Flows From Investing Activities:
Utility property additions and construction expenditures, net (675) (585) (47)
of AFC
Purchase of nonutility property (19) (3) (1)
Proceeds from sale of assets and investments 568 (7) -
(Increase) decrease in affiliate receivables (62) - -
Dividend payments - common stock of subsidiaries - - -
------------------------------------------------------------------- ------------------- -------------------- --------------------
------------------------------------------------------------------- ------------------- -------------------- --------------------
Net Cash Provided From (Used For) Investing Activities (188) (595) (48)
------------------------------------------------------------------- ------------------- -------------------- --------------------
Cash Flows From Financing Activities:
Proceeds:
Issuance of common stock 149 - -
Issuance of Industrial Revenue Bonds 87 87 -
Issuance of First Mortgage Bonds 295 295 -
Capital contributions from parent - 157 -
Issuance of bank notes and loans 497 - -
Swap settlement 29 - -
Repayments:
Mortgage bonds (104) (104) -
Notes and loans (915) (3) (4)
Pollution Control Facilities Revenue Bonds (62) (62) -
Retirement of preferred stock (1) (1) -
Capital contributions to subsidiary - - -
Distributions/Dividend payments:
Common Stock (133) (153) (14)
Preferred stock (7) (7) -
Short-term borrowings, net 44 13 31
------------------------------------------------------------------- ------------------- -------------------- --------------------
Net Cash Provided From (Used For) Financing Activities (121) 222 13
------------------------------------------------------------------- ------------------- -------------------- --------------------
Net Increase (Decrease) in Cash and Temporary Cash
Investments 185 37 (17)
Cash and Temporary Cash Investments, January 1 212 78 18
------------------------------------------------------------------- ------------------- -------------------- --------------------
Cash and Temporary Cash Investments, December 31 $397 $115 $1
=================================================================== =================== ==================== ====================
75
SCANA CORPORATION
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
For the Year Ended December 31, 2002 SCANA ALL OTHERS
CORPORATION SCANA SERVICES, AND
UNCONSOLIDATED INC. ELIMINATIONS
(Millions of dollars)
Cash Flows From Operating Activities:
Net income (loss) $(142) $- $(12)
Adjustments to reconcile net income to net cash provided from
operating activities:
Cumulative effect of accounting change, net of taxes - - -
Depreciation and amortization - 4 20
Amortization of nuclear fuel - - -
Gain on sale of assets and investments 123 - (162)
Impairment of investments - - 291
Hedging activities - - 42
Allowance for funds used during construction - - (3)
Over (under) collection, fuel adjustment clause - - (1)
Changes in certain assets and liabilities:
(Increase) decrease in receivables (213) (32) 242
(Increase) decrease in inventories - - (1)
(Increase) decrease in prepayments - - (1)
(Increase) decrease pension asset - - -
Increase (decrease) in other regulatory assets - 3 (2)
Increase (decrease) in deferred income taxes, net 4 - (202)
Increase (decrease) in other regulatory liabilities - - (1)
Increase (decrease) in post retirement benefits - 13 (13)
Increase (decrease) in accounts payable 1 - 62
Increase (decrease) in taxes accrued (21) - 4
Increase (decrease) in interest accrued 3 - -
Other, net 10 15 35
------------------------------------------------------------------- ---------------------- ------------------- ------------------
Net Cash Provided From (Used For) Operating Activities (235) 3 298
------------------------------------------------------------------- ---------------------- ------------------- ------------------
Cash Flows From Investing Activities:
Utility property additions and construction expenditures, net - - (43)
of AFC
Purchase of nonutility property - (9) (6)
Proceeds from sale of assets and investments 542 - 33
(Increase) decrease in affiliate receivables - - (62)
Dividend payments - common stock of subsidiaries 205 - (205)
------------------------------------------------------------------- ---------------------- ------------------- ------------------
Net Cash Used For (Provided From) Investing Activities 747 (9) (283)
------------------------------------------------------------------- ---------------------- ------------------- ------------------
Cash Flows Provided From (Used For) Financing Activities:
Proceeds:
Issuance of common stock 149 - -
Issuance of Industrial Revenue Bonds - - -
Issuance of First Mortgage Bonds - - -
Capital contributions from parent - - (157)
Issuance of bank notes and loans 497 - -
Swap settlement 29 - -
Repayments:
Mortgage bonds - - -
Notes and loans (902) (1) (5)
Pollution Control Facilities Revenue Bonds - - -
Retirement of preferred stock - - -
Capital contributions to subsidiary (150) - 150
Distributions/Dividend payments:
Common Stock (133) - 167
Preferred stock - - -
Short-term borrowings, net - - -
------------------------------------------------------------------- ---------------------- ------------------- ------------------
------------------------------------------------------------------- ---------------------- ------------------- ------------------
Net Cash Provided From (Used For) Financing Activities (510) (1) 155
------------------------------------------------------------------- ---------------------- ------------------- ------------------
Net Increase (Decrease) in Cash and Temporary Cash
Investments 2 (7) 170
Cash and Temporary Cash Investments, January 1 58 7 51
------------------------------------------------------------------- ---------------------- ------------------- ------------------
Cash and Temporary Cash Investments, December 31 $60 $- $221
=================================================================== ====================== =================== ==================
SIGNATURE
Each undersigned system company has duly caused this annual report to
be signed on its behalf by the undersigned thereunto duly authorized pursuant to
the requirements of the Public Utility Holding Company Act of 1935. The
signature of each undersigned company shall be deemed to related only to matters
having reference to such company or its subsidiaries.
SCANA CORPORATION
s/James E. Swan, IV
-----------------------------------
By: James E. Swan, IV, Controller
Date: May 1, 2003
EXHIBIT A
Annual Report pursuant to Section 13 or 15 (d) of the Securities
Exchange Act of 1934 for the fiscal year ended December 31, 2002 for SCANA
Corporation (filed March 27, 2002 as Form 10-K and incorporated by reference
herein).
Annual Report pursuant to Section 13 or 15 (d) of the Securities
Exchange Act of 1934 for the fiscal year ended December 31, 2002 for South
Carolina Electric & Gas Company (filed March 27, 2002 as Form 10-K and
incorporated by reference herein).
Annual Report pursuant to Section 13 or 15 (d) of the Securities
Exchange Act of 1934 for the fiscal year ended December 31, 2002 for Public
Service Company of North Carolina, Incorporated (filed March 27, 2002 as Form
10-K and incorporated by reference herein)
EXHIBIT B
B-1 Restated Articles of Incorporation of SCANA as adopted on April 26,
1989 (Filed as Exhibit 3-A to Registration Statement No. 33-49145
and incorporated by reference herein)
B-2 Articles of Amendment of SCANA, dated April 27, 1995 (Filed as
Exhibit 4-B to Registration Statement No. 33-62421 and incorporated
by reference herein)
B-3 By-Laws of SCANA as revised and amended on December 13, 2000 (Filed
as Exhibit 3.22 to Form 10-K for the year ended December 31, 2000
and incorporated by reference herein)
B-4 Restated Articles of Incorporation of SCE&G, as adopted on December
15, 1993 (Filed as Exhibit 3.01 to Registration Statement No.
333-86387 and incorporated by reference herein)
B-5 Articles of Amendment of SCE&G, dated June 7, 1994 and filed June 9,
1994 (Filed as Exhibit 3.02 to Registration Statement No. 333-86387
and incorporated by reference herein)
B-6 Articles of Amendment of SCE&G, dated November 9, 1994 (Filed as
Exhibit 3.03 to Registration Statement No. 333-86387 and
incorporated by reference herein)
B-7 Articles of Amendment of SCE&G, dated December 9, 1994 (Filed as
Exhibit 3.04 to Registration Statement No. 333-86387 and
incorporated by reference herein)
B-8 Articles of Correction of SCE&G, dated January 17, 1995 (Filed as
Exhibit 3.05 to Registration Statement No. 333-86387 and
incorporated by reference herein)
B-9 Articles of Amendment of SCE&G, dated January 13, 1995 (Filed as
Exhibit 3.06 to Registration Statement No. 333-86387 and
incorporated by reference herein)
B-10 Articles of Amendment of SCE&G, dated March 30, 1995 (Filed as
Exhibit 3.07 to Registration Statement No. 333-86387 and
incorporated by reference herein)
B-11 Articles of Correction of SCE&G - Amendment to Statement filed March
30, 1995, dated December 13, 1995 (Filed as Exhibit 3.08 to
Registration Statement No. 333-86387 and incorporated by reference
herein)
B-12 Articles of Amendment of SCE&G, dated December 13, 1995 (Filed as
Exhibit 3.09 to Registration Statement No. 333-86387 and
incorporated by reference herein)
B-13 Articles of Amendment of SCE&G, dated February 18, 1997 (Filed as
Exhibit 3-L to Registration Statement No. 333-24919 and incorporated
by reference herein)
B-14 Articles of Amendment of SCE&G, dated February 21, 1997 (Filed as
Exhibit 3.11 to Registration Statement No. 333-86387 and
incorporated by reference herein)
B-15 Articles of Amendment of SCE&G, dated April 22, 1997 (Filed as
Exhibit 3.12 to Registration Statement
No. 333-86387 and incorporated by reference herein)
B-16 Articles of Amendment of SCE&G, dated April 9, 1998 (Filed as
Exhibit 3.13 to Registration Statement
No. 333-86387 and incorporated by reference herein)
B-17 Articles of Amendment of SCE&G, dated May 19, 1999 (Filed as
Exhibit 3.01 to Registration Statement
No. 333-49960 and incorporated by reference herein)
B-18 Articles of Amendment of SCE&G, dated August 13, 1999 (Filed as
Exhibit 3.02 to Registration Statement
No. 333-49960 and incorporated by reference herein)
B-19 Articles of Amendment of SCE&G, dated March 1, 2000 (Filed as
Exhibit 3.03 to Registration Statement
No. 333-49960 and incorporated by reference herein)
B-20 By-Laws of SCE&G as amended and adopted on February 22, 2001 (Filed
as Exhibit 3.23 to Form 10-K for the year ended December 31, 2000
and incorporated by reference herein)
B-21 Articles of Incorporation of PSNC (formerly New Sub II, Inc.) dated
February 12, 1999 (Filed as Exhibit 3.01 to Registration Statement
No. 333-45206 and incorporated by reference herein)
B-22 Articles of Amendment of PSNC (formerly New Sub II, Inc.) as adopted
on February 10, 2000 (Filed as Exhibit 3.02 to Registration
Statement No. 333-45206 and incorporated by reference herein)
B-23 Articles of Correction of PSNC dated February 11, 2000 (Filed as
Exhibit 3.03 to Registration Statement No. 333-45206 and
incorporated by reference herein)
B-24 By-Laws of PSNC as revised and amended on February 22, 2001 (Filed
as Exhibit 3.24 to Form 10-K for the year ended December 31, 2000
and incorporated by reference herein)
B-25 By-Laws of GENCO as amended and restated on February 22, 2001 (Filed
as Exhibit B-25 to Form U5S for the year ended December 31, 2000 and
incorporated by reference herein)
B-26 By-Laws of SCFC as amended and restated on February 22, 2001 (Filed
as Exhibit B-26 to Form U5S for the year ended December 31, 2000 and
incorporated by reference herein)
B-27 By-Laws of SCPC as amended and restated on February 22, 2001 (Filed
as Exhibit B-27 to Form U5S for the year ended December 31, 2000 and
incorporated by reference herein)
B-28 By-Laws of SEMI as amended and restated on February 22, 2001 (Filed
as Exhibit B-28 to Form U5S for the year ended December 31, 2000 and
incorporated by reference herein)
B-29 By-Laws of SCANA Services, Inc. as amended and restated on February
22, 2001 (Filed as Exhibit B-29 to Form U5S for the year ended
December 31, 2000 and incorporated by reference herein)
B-30 By-Laws of SCI as amended and restated on February 22, 2001 (Filed
as Exhibit B-30 to Form U5S for the year ended December 31, 2000 and
incorporated by reference herein)
B-31 By-Laws of PSI as amended and restated on February 22, 2001 (Filed
as Exhibit B-31 to Form U5S for the year ended December 31, 2000 and
incorporated by reference herein)
B-32 Articles of Incorporation of Palmark, Inc., as adopted on March 10,
1995 (Filed herewith)
B-33 By-Laws of Palmark, Inc., as amended and restated on February 22,
2001 (Filed as Exhibit B-32 to Form U5S for the year ended December
31, 2000 and incorporated by reference herein)
B-34 By-Laws of SR as amended and restated on February 22, 2001 (Filed as
Exhibit B-33 to Form U5S for the year ended December 31, 2000 and
incorporated by reference herein)
B-35 By-Laws of ServiceCare, Inc. as amended and restated on February 22,
2001 (Filed as Exhibit B-34 to Form U5S for the year ended December
31, 2000 and incorporated by reference herein)
B-36 By-Laws of SDC as amended and restated on February 22, 2001 (Filed
as Exhibit B-35 to Form U5S for the year ended December 31, 2000 and
incorporated by reference herein)
B-37 Articles of Incorporation of SDC (formerly Energy Subsidiary, Inc.)
dated November 15, 1968 (Filed under cover of Form SE as Exhibit
B-36 to Form U5S for the year ended December 31, 2000 and
incorporated by reference herein)
B-38 Articles of Amendment of SDC, dated December 10, 1984 (Filed under
cover of Form SE as Exhibit B-37 to Form U5S for the year ended
December 31, 2000 and incorporated by reference herein)
B-39 Articles of Amendment of SDC, dated August 26, 1993 (Filed under
cover of Form SE as Exhibit B-38 to Form U5S for the year ended
December 31, 2000 and incorporated by reference herein)
B-40 Articles of Incorporation of ServiceCare, Inc., dated September 20,
1994 (Filed under cover of Form SE as Exhibit B-39 to Form U5S for
the year ended December 31, 2000 and incorporated by reference
herein)
B-41 Articles of Incorporation of SEMI (formerly Carotane, Inc.), dated
August 22, 1977 (Filed under cover of Form SE as Exhibit B-40 to
Form U5S for the year ended December 31, 2000 and incorporated by
reference herein)
B-42 Articles of Amendment of SEMI, dated June 30, 1987 (Filed under
cover of Form SE as Exhibit B-41 to Form U5S for the year ended
December 31, 2000 and incorporated by reference herein)
B-43 Articles of Amendment of SEMI, dated September 19, 1988 (Filed under
cover of Form SE as Exhibit B-42 to Form U5S for the year ended
December 31, 2000 and incorporated by reference herein)
B-44 Articles of Merger of SEMI, dated March 1, 1988 (Filed under cover
of Form SE as Exhibit B-43 to Form U5S for the year ended December
31, 2000 and incorporated by reference herein)
B-45 Articles of Merger of SEMI, dated December 22, 1989 (Filed under
cover of Form SE as Exhibit B-44 to Form U5S for the year ended
December 31, 2000 and incorporated by reference herein)
B-46 Articles of Amendment of SEMI, dated December 13, 1995 (Filed under
cover of Form SE as Exhibit B-45 to Form U5S for the year ended
December 31, 2000 and incorporated by reference herein)
B-47 Articles of Incorporation of SCANA Services, Inc. (formerly SCANA
Service Company), dated December 14, 1999 (Filed under cover of Form
SE as Exhibit B-46 to Form U5S for the year ended December 31, 2000
and incorporated by reference herein)
B-48 Articles of Amendment of SCANA Services, Inc., dated February 23,
2000 (Filed under cover of Form SE as Exhibit B-47 to Form U5S for
the year ended December 31, 2000 and incorporated by reference
herein)
B-49 Articles of Incorporation of GENCO, dated October 1, 1984 (Filed
under cover of Form SE as Exhibit B-48 to Form U5S for the year
ended December 31, 2000 and incorporated by reference herein)
B-50 Articles of Incorporation of SCI (formerly MPX Systems, Inc.), dated
October 1, 1984 (Filed under cover of Form SE as Exhibit B-49 to
Form U5S for the year ended December 31, 2000 and incorporated by
reference herein )
B-51 Articles of Amendment of SCI, dated May 1, 1996 (Filed under cover
of Form SE as Exhibit B-50 to Form U5S for the year ended December
31, 2000 and incorporated by reference herein)
B-52 Articles of Incorporation of PSI, dated August 25, 1986 (Filed under
cover of Form SE as Exhibit B-51 to Form U5S for the year ended
December 31, 2000 and incorporated by reference herein)
B-53 Restated Articles of Incorporation of PSI, dated February 5, 1990
(Filed under cover of Form SE as Exhibit B-52 to Form U5S for the
year ended December 31, 2000 and incorporated by reference herein)
B-54 Articles of Incorporation of SCPC (formerly CPC, Inc.), dated
September 9, 1977 (Filed under cover of Form SE as Exhibit B-53 to
Form U5S for the year ended December 31, 2000 and incorporated by
reference herein)
B-55 Articles of Amendment of SCPC, dated November 9, 1977 (Filed under
cover of Form SE as Exhibit B-54 to Form U5S for the year ended
December 31, 2000 and incorporated by reference herein)
B-56 Articles of Amendment of SCPC, dated May 27, 1982 (Filed under cover
of Form SE as Exhibit B-55 to Form U5S for the year ended December
31, 2000 and incorporated by reference herein)
B-57 Articles of Amendment of SCPC, dated December 10, 1984 (Filed under
cover of Form SE as Exhibit B-56 to Form U5S for the year ended
December 31, 2000 and incorporated by reference herein)
B-58 Articles of Merger of SCPC, dated March 1, 1988 (Filed under cover
of Form SE as Exhibit B-57 to Form U5S for the year ended December
31, 2000 and incorporated by reference herein)
B-59 Articles of Merger of SCPC, dated December 17, 1997 (Filed under
cover of Form SE as Exhibit B-58 to Form U5S for the year ended
December 31, 2000 and incorporated by reference herein)
B-60 Articles of Incorporation of SCFC, dated August 18, 1987 (Filed
under cover of Form SE as Exhibit B-59 to Form U5S for the year
ended December 31, 2000 and incorporated by reference herein)
B-61 Articles of Incorporation of SR (formerly SCANA Capital Resources,
Inc.), dated September 8, 1987 (Filed under cover of Form SE as
Exhibit B-60 to Form U5S for the year ended December 31, 2000 and
incorporated by reference herein)
B-62 Articles of Amendment of SR, dated June 23, 1995 (Filed under cover
of Form SE as Exhibit B-61 to Form U5S for the year ended December
31, 2000 and incorporated by reference herein)
B-63 Articles of Incorporation of PSNC Cardinal Pipeline Company, dated
December 1, 1995 (Filed under cover of Form SE as Exhibit B-62 to
Form U5S for the year ended December 31, 2000 and incorporated by
reference herein)
B-64 By-Laws of PSNC Cardinal Pipeline Company as of December 1, 1995
(Filed under cover of Form SE as Exhibit B-63 to Form U5S for the
year ended December 31, 2000 and incorporated by reference herein)
B-65 Articles of Amendment of Clean Energy Enterprises, Inc. (formerly
Tar Heel Energy Corporation), dated January 14, 1991 (Filed under
cover of Form SE as Exhibit B-64 to Form U5S for the year ended
December 31, 2000 and incorporated by reference herein)
B-66 Articles of Amendment of Clean Energy Enterprises, Inc., dated
December 30, 1994 (Filed under cover of Form SE as Exhibit B-65 to
Form U5S for the year ended December 31, 2000 and incorporated by
reference herein)
B-67 By-Laws of Clean Energy Enterprises, Inc. (formerly Tar Heel Energy
Corporation) as amended and restated as of February 1, 1991 (Filed
under cover of Form SE as Exhibit B-66 to Form U5S for the year
ended December 31, 2000 and incorporated by reference herein)
B-68 Articles of Incorporation of PSNC Blue Ridge Corporation, dated
August 31, 1992 (Filed under cover of Form SE as Exhibit B-67 to
Form U5S for the year ended December 31, 2000 and incorporated by
reference herein)
B-69 By-Laws of PSNC Blue Ridge Corporation as of September 2, 1992
(Filed under cover of Form SE as Exhibit B-68 to Form U5S for the
year ended December 31, 2000 and incorporated by reference herein)
B-70 Articles of Amendment of SCE&G, dated May 10, 2000 (Filed as Exhibit
3.19 to Form 10-K/A for the year ended December 31, 2000 and
incorporated by reference herein)
B-71 Articles of Amendment of SCE&G, dated June 12, 2000 (Filed as
Exhibit 3.20 to Form 10-K/A for the year ended December 31, 2000 and
incorporated by reference herein)
B-72 Articles of Amendment of SCE&G, dated August 2, 2000 (Filed as
Exhibit 3.21 to Form 10-K/A for the year ended December 31, 2000 and
incorporated by reference herein)
B-73 Articles of Amendment of SCE&G, dated March 9, 2001 (Filed as
Exhibit 3.22 to Form 10-K/A for the year ended December 31, 2000 and
incorporated by reference herein)
B-74 Agreement of Limited Partnership of South Carolina Coaltech No.1 LP,
dated April 7, 2000 (Filed as Exhibit B-73 to Form U5S for the year
ended December 31, 2000 and incorporated by reference herein)
B-75 Articles of Incorporation of PSNC Production Corporation, dated
January 28, 1981 (Filed under cover of Form SE as Exhibit B-74 to
Form U5S for the year ended December 31, 2000 and incorporated by
reference herein)
B-76 Articles of Amendment of PSNC Production Corporation, dated January
14, 1991 (Filed under cover of Form SE as Exhibit B-75 to Form U5S
for the year ended December 31, 2000 and incorporated by reference
herein)
B-77 By-laws of PSNC Production Corporation, dated January 28, 1981
(Filed under cover of Form SE as Exhibit B-76 to Form U5S for the
year ended December 31, 2000 and incorporated by reference herein)
B-78 Articles of Organization of Pine Needle LNG Company, LLC, dated July
28, 1995 (Filed under cover of Form SE as Exhibit B-77 to Form U5S
for the year ended December 31, 2000 and incorporated by reference
herein)
B-79 Articles of Organization of Cardinal Pipeline Company LLC (formerly
Cardinal Extension Company, LLC) , dated December 6, 1995 (Filed
under cover of Form SE as Exhibit B-78 to Form U5S for the year
ended December 31, 2000 and incorporated by reference herein)
B-80 Operating Agreement of FRC, LLC dated August 25, 1999 (Filed under
cover of Form SE as Exhibit B-79 to Form U5S for the year ended
December 31, 2000 and incorporated by reference herein)
B-81 Operating Agreement of SCANA Energy Trading, LLC, dated June 1, 1998
(Filed under cover of Form SE as Exhibit B-80 to Form U5S for the
year ended December 31, 2000 and incorporated by reference herein)
B-82 By-laws of Solo Energy Corporation as adopted on January 7, 1997
(Filed under cover of Form SE as Exhibit B-83 to Form U5S for the
year ended December 31, 2001 and incorporated by reference herein)
B-83 Articles of Organization of FRC, LLC, filed August 30, 1999
(Filed under cover of Form SE as Exhibit B-84 to Form U5S for the
year ended December 31, 2001 and incorporated by reference herein)
B-84 Articles of Incorporation of SCG Pipeline, Inc., dated April 10,
2001 (Filed under cover of Form SE as Exhibit B-85 to Form U5S for
the year ended December 31, 2001 and incorporated by reference
herein)
B-85 By-Laws of SCG Pipeline, Inc., as adopted on May 3, 2001 (Filed
herewith)
B-86 Amended and Restated Certificate of Incorporation of SOLO Energy
Corporation, dated February 20, 2001 (Filed under cover of Form SE
as Exhibit B-86 to Form U5S for the year ended December 31, 2001
and incorporated by reference herein)
B-87 Certificate of Formation of Cogen South LLC, dated February 6, 1996
(Filed under cover of Form SE as Exhibit B-87 to Form U5S for the
year ended December 31, 2000 and incorporated by reference herein)
B-88 Limited Liability Agreement of Cogen South LLC, dated June 1, 1996
(Filed under cover of Form SE as Exhibit B-88 to Form U5S for the
year ended December 31, 2000 and incorporated by reference herein)
B-89 Trust Agreement for SCE&G Trust I (Filed as Exhibit 4.03 to
Registration Statement No. 333-49960 and incorporated by reference
herein)
The Articles of Incorporation or other fundamental document of organization
and/or the By-laws or rules and regulations corresponding thereto of the
following companies are currently unavailable to SCANA Corporation as a
non-majority shareholder: Pine Needle LNG Company, LLC, Cardinal Pipeline
Company, LLC, ITC Holding Company, Inc. and Knology, Inc.
EXHIBIT C
C-1 Indenture dated as of November 1, 1989 between SCANA Corporation and
The Bank of New York, as Trustee (Filed as Exhibit 4-A to
Registration No. 33-32107 and incorporated by reference herein)
C-2 Indenture dated as of January 1, 1945, between the South Carolina
Power Company and Central Hanover Bank and Trust Company, as
Trustee, as supplemented by three Supplemental Indentures dated
respectively as of May 1, 1946, May 1, 1947 and July 1, 1949 (Filed
as Exhibit 2-B to Registration Statement No. 2-26459 and
incorporated by reference herein)
C-3 Fourth Supplemental Indenture dated as of April 1, 1950, to
Indenture referred to in Exhibit C-2, pursuant to which SCE&G
assumed said Indenture (Exhibit 2-C to Registration Statement No.
2-26459 and incorporated by reference herein)
C-4 Fifth through Fifty-third Supplemental Indenture referred to in
Exhibit C-2 dated as of the dates indicated below and filed as
exhibits to the Registration Statements whose file numbers are set
forth below and are incorporated by reference herein
December 1, 1950 Exhibit 2-D to Registration No. 2-26459
July 1, 1951 Exhibit 2-E to Registration No. 2-26459
June 1, 1953 Exhibit 2-F to Registration No. 2-26459
June 1, 1955 Exhibit 2-G to Registration No. 2-26459
November 1, 1957 Exhibit 2-H to Registration No. 2-26459
September 1, 1958 Exhibit 2-I to Registration No. 2-26459
September 1, 1960 Exhibit 2-J to Registration No. 2-26459
June 1, 1961 Exhibit 2-K to Registration No. 2-26459
December 1, 1965 Exhibit 2-L to Registration No. 2-26459
June 1, 1966 Exhibit 2-M to Registration No. 2-26459
June 1, 1967 Exhibit 2-N to Registration No. 2-29693
September 1, 1968 Exhibit 4-O to Registration No. 2-31569
June 1, 1969 Exhibit 4-C to Registration No. 33-38580
December 1, 1969 Exhibit 4-O to Registration No. 2-35388
June 1, 1970 Exhibit 4-R to Registration No. 2-37363
March 1, 1971 Exhibit 2-B-17 to Registration No. 2-40324
January 1, 1972 Exhibit 2-B to Registration No. 33-38580
July 1, 1974 Exhibit 2-A-19 to Registration No. 2-51291
May 1, 1975 Exhibit 4-C to Registration No. 33-38580
July 1, 1975 Exhibit 2-B-21 to Registration No. 2-53908
February 1, 1976 Exhibit 2-B-22 to Registration No. 2-55304
December 1, 1976 Exhibit 2-B-23 to Registration No. 2-57936
March 1, 1977 Exhibit 2-B-24 to Registration No. 2-58662
May 1, 1977 Exhibit 4-C to Registration No. 33-38580
February 1, 1978 Exhibit 4-C to Registration No. 33-38580
June 1, 1978 Exhibit 2-A-3 to Registration No. 2-61653
April 1, 1979 Exhibit 4-C to Registration No. 33-38580
June 1, 1979 Exhibit 2-A-3 to Registration No. 33-38580
April 1, 1980 Exhibit 4-C to Registration No. 33-38580
June 1, 1980 Exhibit 4-C to Registration No. 33-38580
December 1, 1980 Exhibit 4-C to Registration No. 33-38580
April 1, 1981 Exhibit 4-D to Registration No. 33-49421
June 1, 1981 Exhibit 4-D to Registration No. 2-73321
March 1, 1982 Exhibit 4-D to Registration No. 33-49421
April 15, 1982 Exhibit 4-D to Registration No. 33-49421
May 1, 1982 Exhibit 4-D to Registration No. 33-49421
December 1, 1984 Exhibit 4-D to Registration No. 33-49421
December 1, 1985 Exhibit 4-D to Registration No. 33-49421
June 1, 1986 Exhibit 4-D to Registration No. 33-49421
February 1, 1987 Exhibit 4-D to Registration No. 33-49421
September 1, 1987 Exhibit 4-D to Registration No. 33-49421
January 1, 1989 Exhibit 4-D to Registration No. 33-49421
January 1, 1991 Exhibit 4-D to Registration No. 33-49421
February 1, 1991 Exhibit 4-D to Registration No. 33-49421
July 15, 1991 Exhibit 4-D to Registration No. 33-49421
August 15, 1991 Exhibit 4-D to Registration No. 33-49421
April 1, 1993 Exhibit 4-E to Registration No. 33-49421
July 1, 1993 Exhibit 4-D to Registration No. 33-57955
May 1, 1999 Exhibit 4.04 to Registration No. 333-86387
C-5 Indenture dated as of April 1, 1993 from South Carolina Electric &
Gas Company to NationsBank of Georgia, National Association (Filed
as Exhibit 4-F to Registration Statement No. 33-49421 and
incorporated by reference herein)
C-6 First Supplemental Indenture to Indenture referred to in Exhibit C-5
dated as of June 1, 1993 (Filed as Exhibit 4-G to Registration
Statement No. 33-49421 and incorporated by reference herein)
C-7 Second Supplemental Indenture to Indenture referred to in Exhibit
C-5 dated as of June 15, 1993 (Filed as Exhibit 4-G to Registration
Statement No. 33-57955 and incorporated by reference herein)
C-8 Trust Agreement for SCE&G Trust I (Filed as Exhibit 4.03 to
Registration Statement No. 333-49960 and incorporated by reference
herein)
C-9 Certificate of Trust of SCE&G Trust I (Filed as Exhibit 4.04 to
Registration Statement No. 333-49960 and incorporated by reference
herein)
C-10 Junior Subordinated Indenture for SCE&G Trust I (Filed as Exhibit
4.05 to Registration Statement No. 333-49960 and incorporated by
reference herein)
C-11 Guarantee Agreement for SCE&G Trust I (Filed as Exhibit 4.06 to
Registration Statement No.333-49960 and incorporated by reference
herein)
C-12 Amended and Restated Trust Agreement for SCE&G Trust I (Filed as
Exhibit 4.07 to Registration Statement No. 333-49960 and
incorporated by reference herein)
C-13 Debenture Purchase Agreement, dated as of December 5, 1989 between
PSNC and The Prudential Life Insurance Company of America, as
amended, with respect to $43 million of 10% Senior Debentures due
December 1, 2004 (Filed as Exhibit 4.05 to Registration Statement
No. 333-45206 and incorporated by reference herein)
C-14 Amendment to Debenture Purchase Agreement dated as of December 5,
1989 between PSNC and The Prudential Life Insurance Company of
America (Filed as Exhibit 4.06 to Registration Statement No.
333-45206 and incorporated by reference herein)
C-15 Debenture Purchase Agreement dated as of June 25, 1992 between PSNC
and American United Life Insurance Company, Modern Woodmen of
America, The Travelers Indemnity Company, The Travelers Insurance
Company and The Travelers Life and Annuity Company, with respect to
$32 million of 8.75% Senior Debentures due June 30, 2012 (Filed as
Exhibit 4.07 to Registration Statement No. 333-45206
and incorporated by reference herein)
C-16 Indenture dated as of January 1, 1996 between PSNC and First Union
National Bank of North Carolina, as Trustee (Filed as Exhibit 4.08
to Registration Statement No. 333-45206 and incorporated by
reference herein)
C-17 First Supplemental Indenture dated as of January 1, 1996, between
PSNC and First Union National Bank of North Carolina, as Trustee
(Filed as Exhibit 4.09 to Registration Statement No. 333-45206
and incorporated by reference herein)
C-18 Second Supplemental Indenture dated as of December 15, 1996 between
PSNC and First Union National Bank of North Carolina, as Trustee
(Filed as Exhibit 4.10 to Registration Statement No. 333-45206
and incorporated by reference herein)
C-19 Third Supplemental Indenture dated as of February 10, 2000 between
PSNC and First Union National Bank of North Carolina, as Trustee
(Filed as Exhibit 4.11 to Registration Statement No. 333-45206
and incorporated by reference herein)
C-20 Fourth Supplemental Indenture dated as of February 12, 2001 between
PSNC and First Union National Bank of North Carolina, as Trustee
(Filed as Exhibit 4.28 to Form 10-K for the year ended December 31,
2000 and incorporated by reference herein)
EXHIBIT D
INTERIM INCOME TAX ALLOCATION AGREEMENT
THIS AGREEMENT, made as of the 31st day of December, 1999, by and between
SCANA Corporation ("SCANA") and each of its wholly owned subsidiaries, namely
SCANA Service Company, South Carolina Electric & Gas Company, South Carolina
Pipeline Corporation, South Carolina Fuel Company, Inc., S.C. Generating
Company, Inc., SCANA Communications, Inc. and its wholly owned subsidiary SCANA
Communications Holdings, Inc. (Holdings being a Delaware corporation),
Primesouth, Inc. and its wholly owned subsidiary Palmark, Inc., SCANA
Development Corporation, SCANA Energy Marketing, Inc., SCANA Petroleum
Resources, Inc. and its wholly owned subsidiary SPR Gas Services, Inc., SCANA
Propane Gas, Inc. and its wholly owned subsidiaries USA Cylinder Exchange, Inc.
and SCANA Propane Supply, Inc., SCANA Propane Storage, Inc., ServiceCare, Inc.,
and SCANA Resources, Inc. and its wholly owned subsidiary Company 19A (formerly
Instel, Inc.), all of the forementioned corporations hereinafter referred to
individually as the "Company" and collectively referred to as the "Companies",
each Company being a South Carolina corporation, except SCANA Communications
Holdings, Inc. as above indicated, is effective for the Consolidated Tax
reflected on the Consolidated Tax Return for calendar year end 1999 and
subsequent years.
In the event that the merger between SCANA and Public Service Company of
North Carolina, Inc.("PSNC") is approved by all required governmental
authorities -- which is fully anticipated, the shareholders of both SCANA and
PSNC having on July 1st, 1999 approved of said merger -- PSNC will become a
wholly owned subsidiary of SCANA and will likewise participate in this Agreement
beginning with the first calendar year end Consolidate Tax Return for which it
is able. Subject to this condition precedent, PSNC, which although presently a
North Carolina corporation will at the conclusion of the merger be incorporated
instead in South Carolina, is also a signatory to this Agreement. PSNC shall
also be referred to as "Company" in accordance with the preceding paragraph.
WITNESSETH:
WHEREAS, the Companies file a consolidated federal income tax return and
the consolidated federal income tax liability has been allocated among the
Companies included in the consolidated return in accordance with the provisions
of subparagraph (a)(1) of Section 1552 of the Internal Revenue Code of 1986 and
other applicable requirements of Rule 45(c) under the Public Utility Holding
Company Act of 1935.
WHEREAS, Rule 45(c) sets forth the method by which Companies filing a
consolidated federal income tax return (hereinafter referred to as the
"consolidated tax return") may use to allocate the consolidated federal income
tax liability among the members of the group; however, in order to utilize such
method, a written agreement must be executed by the Company setting forth the
allocation method for each taxable year.
WHEREAS, the Companies desire to allocate their federal income tax
liability in accordance with the following procedures; NOW THEREFORE, the
Companies do agree as follows:
ARTICLE I
Definitions
1.1 "Consolidated Tax" is the aggregate tax liability for a tax year, being
the tax shown on the consolidated return and any adjustments thereto thereafter
determined. The consolidated tax will be the refund if the consolidated return
shows a negative tax. 1.2 "Corporate Tax Credit" is a negative separate return
tax of a Company for a tax year, equal to the amount by which the consolidated
tax is reduced by including a net corporate taxable loss or other net tax
benefit of such Company in the consolidated tax return.
1.3 "Corporate Taxable Income" is the income or loss of a Company for a tax
year, computed as though such Company had filed a separate return on the same
basis as used in the consolidated return, except that dividend income from the
Companies shall be disregarded, and other intercompany transactions eliminated
in the consolidated return shall be given appropriate effect. It shall further
be adjusted to allow for applicable rights accrued to a Company for the
recognition of negative corporate taxable income consistent with the provisions
of Article II herein, but carryovers and carrybacks shall not be taken into
account as loss Companies are to receive current payment of their Corporate Tax
Credits. If a Company is a member of the registered system's consolidated tax
group for only part of a tax year, that period will be deemed to be its tax year
for all purposes for that year under this Agreement. 1.4 "Separate Return Tax"
is the tax on the Corporate Taxable Income of a Company computed as though such
Company was not a member of a consolidated group.
ARTICLE II
Tax Allocation Procedures
2.1 The Consolidated Tax shall be apportioned among the Companies in
proportion to the Corporate Taxable Income of each member of the affiliated
group. Each Company which incurs a tax loss for the year shall be included in
the allocation of Consolidated Tax and shall receive a Corporate Tax Credit, the
amount of which shall be currently paid to the Company by SCANA increased by any
amounts previously assessed by SCANA and remitted by the Company to SCANA for
estimated tax payment purposes attributable to the subject taxable year.
Companies with a positive allocation of the Consolidated Tax shall currently pay
the amount so allocated, decreased by any amounts previously assessed by SCANA
and remitted by the Company to SCANA for estimated tax payment purposes
attributable to the subject taxable year.
Special Rule Regarding SCANA: In making the tax allocations provided for in
this Agreement, notwithstanding any of the foregoing, no corporate tax benefits
shall be allocated to SCANA. Although the separate corporate taxable income or
taxable loss of SCANA and any tax credits attributable to SCANA will be included
in the consolidated return, only the tax savings attributable to such items
shall be allocated to the other Companies as if SCANA was not a member of the
Companies in the consolidated return group. In making this allocation, the tax
savings of SCANA shall be allocated only to the other member Companies in the
consolidated return group having taxable income. SCANA will remit, from its
separate resources, funds for the payment of tax liabilities owed by SCANA. 2.2
SCANA shall pay to the Internal Revenue Service the group's Consolidated Tax
liability from the net of the receipts and payments. 2.3 No Company shall be
allocated any income tax greater than the Separate Return Tax of such Company
2.4 To the extent that the Consolidated and Corporate Taxable Incomes include
material items taxed at rates other than the statutory rate (such as capital
gains and preference items), the portion of the Consolidated Tax attributable to
these items shall be apportioned directly to the members of the group giving
rise to such items.
2.5 Should the Companies generate a net consolidated tax loss for a tax
year that is too large to be used in full for that year, with result that there
are uncompensated Corporate Tax Credit benefits for that year, the carryover of
uncompensated benefits related to the carryforward of tax losses applied to
reduce Consolidated Taxable Income in future tax years shall be apportioned in
accordance with the respective Companies' contributions to such loss. The tax
benefits of any resultant carryback shall be allocated proportionally to the
Companies that generated corporate tax losses in the year the consolidated net
operating tax loss was generated. Any related loss of credits, including
investment tax credit reversals, shall be allocated to the member Company that
utilized the credits in the prior year in the same proportion that the credit
lost is to the total credit utilized in the prior year. Investment tax credit
reversals allocated to a member Company will be added to that Company's
available corporate investment tax credit for future allocations. A prior year
consolidated net operating tax loss carryforward applied to reduce current year
Consolidated Taxable Income shall be allocated proportionally to member
Companies that generated a corporate tax loss in the year the consolidated net
operating loss was generated. 2.6 Adjustments to or revisions of the
Consolidated Tax as a result of subsequent events such as amended returns,
revenue agents' reports, litigation or negotiated settlements shall be allocated
in accordance with the principles established in this Agreement.
ARTICLE III
Amendment
This Agreement is subject to revision as a result of changes in income tax
law and changes in relevant facts and circumstances.
IN WITNESS WHEREOF, this Agreement has been executed by an officer of each
company as of the day and year first above written by the Companies.
ATTEST: SCANA Corporation
-------------------------- -----------------------------
L. M. Williams, Secretary W. B. Timmerman
President and C.E.O
TTEST: SCANA Service Company
-------------------------- ------------------------------
L. M. Williams, Secretary W. B. Timmerman, C.E.O and C.O.O.
ATTEST: South Carolina Electric & Gas Company
-------------------------- -------------------------------
L. M. Williams, Secretary John L. Skolds, President
ATTEST: South Carolina Pipeline Corporation
-------------------------- -------------------------------
L. M. Williams, Secretary Asbury H. Gibbes, President
ATTEST: South Carolina Fuel Company, Inc.
-------------------------- -------------------------------
L. M. Williams, Secretary John L. Skolds, President
ATTEST: South Carolina Generating Company, Inc.
-------------------------- -------------------------------
L. M. Williams, Secretary John L. Skolds, President
ATTEST: SCANA Communications, Inc.
-------------------------- -------------------------------
L. M. Williams, Secretary George J. Bullwinkel, Jr., President
ATTEST: SCANA Communications Holdings, Inc.
-------------------------- -------------------------------
L. M. Williams, Secretary Kevin B. Marsh, C.F.O.
ATTEST: Primesouth, Inc.
-------------------------- -------------------------------
L. M. Williams, Secretary John L. Skolds, President
ATTEST: Palmark, Inc.
-------------------------- -------------------------------
L. M. Williams, Secretary John L. Skolds, President
ATTEST: SCANA Development Corporation
-------------------------- -------------------------------
L. M. Williams, Secretary Asbury H. Gibbes, President
ATTEST: SCANA Energy Marketing, Inc.
-------------------------- -------------------------------
L. M. Williams, Secretary Asbury H. Gibbes, President
ATTEST: SCANA Petroleum Resources, Inc.
-------------------------- ----------------------------
L. M. Williams, Secretary Asbury H. Gibbes, President
ATTEST: SPR Gas Services, Inc.
-------------------------- -----------------------------
L. M. Williams, Secretary Asbury H. Gibbes, President
ATTEST: SCANA Propane Gas, Inc.
-------------------------- ------------------------------
L. M. Williams, Secretary Kevin B. Marsh, C.F.O.
ATTEST: USA Cylinder Exchange, Inc.
-------------------------- ------------------------------
L. M. Williams, Secretary Kevin B. Marsh, C.F.O.
ATTEST: SCANA Propane Supply, Inc.
-------------------------- -------------------------------
L. M. Williams, Secretary Kevin B. Marsh, C.F.O.
ATTEST: SCANA Propane Storage, Inc.
-------------------------- ------------------------------
L. M. Williams, Secretary Kevin B. Marsh, C.F.O.
ATTEST: ServiceCare, Inc.
-------------------------- ------------------------------
L. M. Williams, Secretary Ann M. Milligan, President
ATTEST: SCANA Resources, Inc.
-------------------------- ------------------------------
L. M. Williams, Secretary Kevin B. Marsh, C.F.O.
ATTEST: Company 19A
-------------------------- -------------------------------
L. M. Williams, Secretary Kevin B. Marsh, C.F.O.
ATTEST: Public Service Company of North Carolina,
Inc.
-------------------------- ------------------------------
L. M. Williams, Secretary C. E. Zeigler, Jr., President
EXHIBIT E - None
EXHIBIT F
SCANA CORPORATION
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this SCANA Corporation Annual
Report on Form U5S, filed pursuant to the Public Utility Holding Company Act of
1935, for the year ended December 31, 2002, of our report dated February 7, 2003
(which report expresses an unqualified opinion and includes an explanatory
paragraph related to the adoption of Statement of Financial Accounting Standards
No. 142, "Goodwill and Other Intangible Assets," effective January 1, 2002 and
change in method of accounting for operating revenues associated with its
regulated utility operations effective January 1, 2000 as discussed in Notes 1
and 2), included in the Annual Report on Form 10-K of SCANA Corporation and its
subsidiaries for the year ended December 31, 2002.
s/DELOITTE & TOUCHE LLP
Columbia, South Carolina
April 30, 2003
SOUTH CAROLINA ELECTRIC AND GAS COMPANY
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this SCANA Corporation Annual
Report on Form U5S, filed pursuant to the Public Utility Holding Company Act of
1935, for the year ended December 31, 2002, of our report dated February 7, 2003
(which report expresses an unqualified opinion and includes an explanatory
paragraph related to the change in method of accounting for operating revenues
associated with its regulated utility operations effective January 1, 2000 as
discussed in Note 2), included in the Annual Report on Form 10-K of South
Carolina Electric & Gas Company and its subsidiaries for the year ended December
31, 2002.
s/DELOITTE & TOUCHE LLP
Columbia, South Carolina
April 30, 2003
PUBLIC SERVICE COMPANY OF NORTH CAROLINA, INCORPORATED
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this SCANA Corporation Annual
Report on Form U5S, filed pursuant to the Public Utility Holding Company Act of
1935, for the year ended December 31, 2002, of our report dated February 7, 2003
(which report expresses an unqualified opinion and includes an explanatory
paragraph related to the adoption of Statement of Financial Accounting Standards
No. 142, "Goodwill and Other Intangible Assets," effective January 1, 2002 and
change in method of accounting for operating revenues associated with its
regulated utility operations effective January 1, 2000 as discussed in Notes 1
and 2), included in the Annual Report on Form 10-K of Public Service Company of
North Carolina, Incorporated and its subsidiaries for the year ended December
31, 2002.
s/DELOITTE & TOUCHE LLP
Columbia, South Carolina
April 30, 2003
EXHIBIT G - None
EXHIBIT H - None