SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM U5S
ANNUAL REPORT
For the year ended December 31, 2000
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, 2000 3
2 ACQUISITIONS OR SALES OF UTILITY ASSETS 4
3 ISSUE, SALE, PLEDGE, GUARANTEE OR ASSUMPTION OF SYSTEM SECURITIES 4
4 ACQUISITION, REDEMPTION OR RETIREMENT OF SYSTEM SECURITIES 4
5 INVESTMENTS IN SECURITIES OF NONSYSTEM COMPANIES 4
6 OFFICERS AND DIRECTORS
Part I 5
Part II 22
Part III 22
7 CONTRIBUTIONS AND PUBLIC RELATIONS 34
8 SERVICE, SALES AND CONSTRUCTION CONTRACTS
Part I 36
Part II 36
Part III 37
9 WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES 37
10 FINANCIAL STATEMENTS AND EXHIBITS
FINANCIAL STATEMENTS 37
EXHIBITS 37
ITEM 1. SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF DECEMBER 31, 2000
Name of Company
(and abbreviation # Common % Issuer Owner's
used herein) Shares Owned Voting Power Book Value Book Value
---------------------------------------------------- ----------------- --------------- --------------- ---------------
(Dollars in Millions)
SCANA Corporation (SCANA) Publicly owned
South Carolina Electric & Gas Company (SCE&G) 40,296,147 100 $1,764 $1,764
SCE&G Trust I (A) 61,856 100 2 2
SC Coaltech No. 1 LP (1) n/a 40 10 1
South Carolina Generating Company, Inc. (GENCO) 100 39 39
1
South Carolina Fuel Company, Inc. (SCFC) 100 - -
1
South Carolina Pipeline Corporation (SCPC) 100 108 108
1
C&T Pipeline, LLC * 100 100 1 1
SCANA Propane Gas, Inc. (SPG)* 1,000 100 1 1
SCANA Propane Supply, Inc. * 10,000 100 (2) (2)
USA Cylinder Exchange, Inc. * 250,000 100 (3) (3)
SCANA Energy Marketing, Inc. (SEMI) 100 (11) (11)
1
SCANA Energy Trading, LLC (D) n/a 60 - -
SCANA Petroleum Resources, Inc. (SPR) * 1,000 100 (1) (1)
SPR Gas Services, Inc. * 1,000 100 - -
SCANA Services, Inc. 1,000 100 36 36
SCANA Communications, Inc. (SCI) 100 183 183
1
SCANA Communications Holdings, Inc. (SCHI) 1,000 100 173 173
Powertel, Inc. (B) 4,948,795 15.7 (261) 479
FRC, LLC (D) n/a 50 15 7
Primesouth Inc. (PSI) 1,000 100 2 2
Palmark, Inc. 1,000 100 - -
SCANA Resources, Inc. (SR) 100 - -
1
Company 19A (formerly Instel, Inc.) * 1,000 100 - -
Solo Energy Corporation (2) n/a 16.48 1 6
ServiceCare, Inc. 1,000 100 (7) (7)
SCANA Propane Services, Inc. * 1,000 100 - -
SCANA Development Corporation (SDC) * 4 100 3 3
Cogen South, LLC (D) n/a 50 27 13
Palmetto Lime, LLC (C) (D) n/a 49 (4) (2)
Public Service Company of North Carolina,
Incorporated (PSNC) (3) 1,000 100 756 756
Clean Energy Enterprises, Inc. 2,000 100 7 7
PSNC Blue Ridge Corporation 1,000 100 2 2
Pine Needle LNG Company, LLC (D) n/a 17 10 10
PSNC Production Corporation 1,000 100 4 4
SCANA Public Service Company, LLC (D) 100 8 8
n/a
PSNC Cardinal Pipeline Company 1,000 100 3 3
Cardinal Pipeline Company, LLC (D) 33 22 22
n/a
*Denotes inactive company
(1) This limited partnership was organized April 7, 2000 under the jurisdiction
of Delaware for the production and sale of synthetic fuel.
SCE&G is a limited partner.
(2) This corporation was organized January 6, 1997 under the jurisdiction of
Delaware to provide long-term energy service contracts from
the use of micro turbines. On June 6, 2000 SCANA Resources, Inc. acquired
7,000,000 shares of Series B Preferred Stock.
(3) This South Carolina corporation was organized February 16, 1999 for the
acquisition of a North Carolina utility. The acquisition was completed
February 10, 2000.
(A) An investment in a Delaware statutory business trust of 61,856 common
securities, representing 100% of the common beneficial interests
in the assets of the trust. The trust owns $50,000,000 aggregate principal
amount of 7.55% Series A Junior Subordinated Deferrable Interest
Debentures issued by the Company.
(B) Investments in other equity securities of Powertel, Inc. include 100,000
hares (50%) of Series B Convertible Preferred stock with an issuer's book
value of $76 and owner's book value of $75; 50,000 shares (50%) of Series D
Convertible Preferred stock with an issuer's book value of $22 and an
owner's book value of $23; and 50,000 share (50%)of Series E Convertible
Preferred stock with an issuer's book Value of $76 and an owner's book value
of $75.
(C) An investment in unsecured debt of Palmetto Lime, LLC having an issuer's and
owner's book value of $16. (D) A membership interest owned of 70% in SCANA
Energy Trading, LLC; a membership interest owned of 50% in FRC, LLC; a
membership interest owned of 50% in Cogen South, LLC; a membership interest
owned of 49% in Palmetto Lime, LLC; a membership interest owned of
17% in Pine Needle LNG Company, LLC; a membership interest owned of 100%
in SCANA Public Service Company, LLC and a membership interest owned of
33% in Cardinal Pipeline Company, LLC.
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 $150,000,000 - 7.50% 06/14/2000 $148,459,500 Rule 52
SCFC Commercial Paper Program $70,217,000 (1) - 6.57% 12/28/2000 $70,217,000 Rule 52
(1) The commercial paper program credit agreement is for $125,000,000 and
became effective December 19, 2000. The maximum amount
outstanding was $70,217,000 beginning December 28, 2000.
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 surety bond.
The above do not include guarantees of system companies which have been
authorized by Commission order under the Public Utility Holding Company Act of
1935 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 First Mortgage Bonds $100,000,000 E Rule 42
$100,000,000
SCE&G Pollution Control Facilities E Rule 42
Revenue Bonds $140,000 $140,000
SCE&G Franchise Agreement E Rule 42
$3,571,428 $3,571,428
SCE&G Department of Energy D&D Fund E Rule 42
$409,252 $409,252
PSNC Senior Debenture $3,750,000 E Rule 42
$3,812,625
SCANA Unsecured Notes $170,000,000 $170,000,000 E Rule 42
SCPC Notes E Rule 42
$1,250,000 $1,250,000
ITEM 5. INVESTMENTS IN SECURITIES OF NONSYSTEM COMPANIES
Category 1
Aggregate
Investor Number of Investments Investment Description
---------------------------- ------------------------- ------------------- -------------------------------------------
---------------------------- ------------------------- ------------------- -------------------------------------------
SCANA 2 $387,867 Provides loan capital to promote business
and industry in South Carolina
SR 1 $150,000 Provides loan capital to promote business
and industry in South Carolina
SCE&G 1 $60,000 Provides loan capital to promote business
and industry in South Carolina
Category 2
%Voting Book
Investor Issuer Investment Shares Power Value Description
--------- ------------------------- ------------------------------ ----------- -------- ------------- -----------------------------
--------- ------------------------- ------------------------------ ----------- -------- ------------- -----------------------------
SCHI ITC Holding Company, Common Shares 3,098,464 8.2% $5,764,411 Owns interests in
Inc.
telecommunications
companies -
Section 34 exempt
SCHI ITC Holding Company, Series A Convertible 645,153 - $7,222,279
Inc. Preferred
SCHI ITC Holding Company, Series B Convertible 133,664 - $4,036,489
Inc. Preferred
SCHI ITC DeltaCom, Inc. Common Shares 5,112,127 8.0% $27,557,431 Telecommunications - Section
34 exempt
SCHI ITC DeltaCom, Inc. Series A Convertible 1,480,771 - $11,259,673
Preferred
SCHI Knology Series A Preferred 7,234,271 - $34,362,787 Telecommunications - Section
34 exempt
SCHI Knology Senior Discount Note, 11.875% - - $57,876,009
SCHI Knology Warrants to buy Series A 265 - -
Preferred
PSI West Texas Renewables
Limited Partnership Limited Partnership n/a - $7,834,774 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:
AS Assistant Secretary
AT Assistant Treasurer
C Controller
CEO Chief Executive Officer
CFO Chief Financial Officer
CH Chairman
COO Chief Operating Officer
CS Chief Scientist
DGC Deputy General Counsel
E Executive
EVP Executive Vice President
GC General Counsel
GM General Manager
GP General Partner
LP Limited Partner
M Member
O Officer
P President
S Secretary
SVP Senior Vice President
T Treasurer
VCH Vice Chairman
SCANA CORPORATION
1426 Main Street
Columbia, South Carolina 29201
William B. Timmerman CH, P, CEO
Kevin B. Marsh CFO, SVP
H. Thomas Arthur GC, SVP, AS
Lynn M. Williams S
Cathy Y. Kirven T
Mark R. Cannon C
Sarena D. Burch DGC
SCANA SERVICES, INC.
1426 Main Street
Columbia, South Carolina 29201
William B. Timmerman CH, CEO, P, COO
Kevin B. Marsh SVP, CFO
H. Thomas Arthur SVP, GC, AS
Sarena D. Burch DGC
Lynn M. Williams S
Cathy Y. Kirven T
Mark R. Cannon C
Neville O. Lorick E
George J. Bullwinkel E
Duane C. Harris SVP
Ann M. Milligan E
Jimmy E. Addison VP
Fred N. Hanna VP
J. Patrick Hudson O
Charles B. McFadden VP
James L. Caughran VP
I-20 @ Alpine Road
Columbia, South Carolina 29224
Asbury H. Gibbes E
George Fasano SVP, T (1)
400 Cox Road
Gastonia, North Carolina 28054
Charles E. Zeigler, Jr. E
V. C. Summer Nuclear Station
P. O. Box 88
Jenkinsville, South Carolina 29065
Stephen A. Byrne VP
SOUTH CAROLINA ELECTRIC & GAS COMPANY
1426 Main Street
Columbia, South Carolina 29201
William B. Timmerman CH, CEO
Neville O. Lorick P, COO
Kevin B. Marsh SVP, CFO
H. Thomas Arthur SVP, GC, AS
Sarena D. Burch DGC
Lynn M. Williams S
Cathy Y. Kirven T
Mark R. Cannon C
Fred N. Hanna VP
D. Russell Harris VP
W. Keller Kissam VP
Stephen A. Byrne VP
Samuel L. Dozier VP
PUBLIC SERVICE COMPANY OF NORTH CAROLINA, INCORPORATED
d/b/a PSNC ENERGY
1426 Main Street
Columbia, South Carolina 29201
William B. Timmerman CH, CEO
Kevin B. Marsh SVP, CFO
H. Thomas Arthur SVP, GC, AS
Sarena D. Burch DGC
Lynn M. Williams S
Cathy Y. Kirven T
Mark R. Cannon C
400 Cox Road
Gastonia, North Carolina 28054
Charles E. Zeigler, Jr. P, COO
Jerry W. Richardson VP
Robert D. Voigt VP
SOUTH CAROLINA GENERATING COMPANY, INC.
1426 Main Street
Columbia, South Carolina 29201
William B. Timmerman CH, CEO
Neville O. Lorick P, COO
H. Thomas Arthur SVP, GC, AS
Sarena D. Burch DGC
Kevin B. Marsh SVP, CFO
Lynn M. Williams S
Cathy Y. Kirven T
Mark R. Cannon C
SOUTH CAROLINA FUEL COMPANY, INC.
1426 Main Street
Columbia, South Carolina 29201
William B. Timmerman CH, CEO
Neville O. Lorick P, COO
H. Thomas Arthur SVP, GC, AS
Kevin B. Marsh SVP, CFO
Lynn M. Williams S
Cathy Y. Kirven T
Mark R. Cannon C
Sarena D. Burch DGC
SCANA COMMUNICATIONS, INC.
1426 Main Street
Columbia, South Carolina 29201
William B. Timmerman CH, CEO
George J. Bullwinkel P, COO
H. Thomas Arthur SVP, GC, AS
Kevin B. Marsh SVP, CFO
Lynn M. Williams S
Cathy Y. Kirven T
Mark R. Cannon C
Sarena D. Burch DGC
440 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
Kevin B. Marsh SVP, CFO
Lynn M. Williams S
Mark R. Cannon C
SERVICECARE, INC.
246 Stoneridge Drive, Suite 300
Columbia, South Carolina 29210
Steve Burns VP
1426 Main Street
Columbia, South Carolina 29201
William B. Timmerman CH, CEO
Ann M. Milligan P
H. Thomas Arthur SVP, GC, AS
Kevin B. Marsh SVP, CFO
Lynn M. Williams S
Cathy Y. Kirven T
Mark R. Cannon C
Sarena D. Burch DGC
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
Neville O. Lorick P, COO
H. Thomas Arthur SVP, GC, AS
Kevin B. Marsh SVP, CFO
Lynn M. Williams S
Cathy Y. Kirven T
Mark R. Cannon C
Sarena D. Burch DGC
SCANA RESOURCES, INC.
1426 Main Street
Columbia, South Carolina 29201
William B. Timmerman CH, CEO
Ann M. Milligan P
H. Thomas Arthur SVP, GC, AS
Kevin B. Marsh SVP, CFO
John L. Caughran VP
Lynn M. Williams S
Cathy Y. Kirven T
Mark R. Cannon C
Sarena D. Burch DGC
SOUTH CAROLINA PIPELINE CORPORATION
I-20 @Alpine Road
Columbia, South Carolina 29224
Asbury H. Gibbes P, COO
George Fasano, Jr. SVP, T
Paul Fant EVP
Samuel L. Dozier VP
E. H. Kleckley, Jr. VP
Janet King AS
1426 Main Street
Columbia, South Carolina 29201
William B. Timmerman CH, CEO
H. Thomas Arthur SVP, GC, AS
Kevin B. Marsh SVP, CFO
Lynn M. Williams S
Mark R. Cannon C
Sarena D. Burch DGC
SCANA ENERGY MARKETING, INC.
110 Gateway Corporate Blvd., Suite 200
Columbia, South Carolina 29203
Phillip L. Agee P
Robert G. Edwards VP
Judith H. Evans C
1426 Main Street
Columbia, South Carolina 29201
William B. Timmerman CH, CEO
H. Thomas Arthur SVP, GC, AS
Kevin B. Marsh SVP, CFO
Lynn M. Williams S
Cathy Y. Kirven T
Sarena D. Burch DGC
SCANA ENERGY MARKETING, INC. d/b/a SCANA ENERGY
Tower Place, Suite 750
3340 Peachtree Road
Atlanta, Georgia 30326
George T. Devlin VP, GM
1426 Main Street
Columbia, South Carolina 29201
Ann M. Milligan SVP
SCANA DEVELOPMENT, INC.
1426 Main Street
Columbia, South Carolina 29201
William B. Timmerman CH, CEO
Kevin B. Marsh SVP, CFO
H. Thomas Arthur SVP, GC
COMPANY 19A
1426 Main Street
Columbia, South Carolina 29201
William B. Timmerman CH, CEO
Kevin B. Marsh SVP, CFO
H. Thomas Arthur SVP, GC
SCANA PETROLEUM RESOURCES, INC.
1426 Main Street
Columbia, South Carolina 29201
William B. Timmerman CH, CEO
Kevin B. Marsh SVP, CFO
H. Thomas Arthur SVP, GC
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
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
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
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
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
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
John Barnes VCH
Terry Metze S
Larry Vincent VP
POWERTEL, INC.
1239 OG Skinner Drive
West Point, Georgia 31833
Campbell B. Lanier, III CH
Allen E. Smith P, CEO
Fred G. Astor, Jr. EVP, CFO
Rodney D. Dir COO
H. Jay Galletly EVP, GM
Nicholas J. Jebbia EVP, GM
George R. Johnson EVP, GM
Walter R. Pettis EVP
Michael P. Tatom EVP, GM
William H. Scott, III 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
Neville O. Lorick P
H. Thomas Arthur SVP, GC, AS
Kevin B. Marsh SVP, CFO
Lynn M. Williams S
Cathy Y. Kirven T
Mark R. Cannon C
Sarena D. Burch DGC
SC COALTECH NO. 1, LP
823 McCalls Mill Road
Lexington, Kentucky 40505
Coaltech, LLC GP
Two Pierce Place
Itasca, Illinois 60143
USA Coal LLC LP
1426 Main Street
Columbia, South Carolina 29201
South Carolina Electric & Gas Company LP
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
PALMETTO LIME, LLC
1426 Main Street
Columbia, South Carolina 29201
SCANA Corporation M
Post Office Box 985004
Fort Worth, Texas 76185-5004
Chemical Lime M
SCANA ENERGY TRADING, LLC
105 New Way Road
Columbia, South Carolina 29223
Asbury H. Gibbes CH
George Fasano T
531 Encinitas Boulevard, Suite 200
Encinitas, California 92024
Regard Yakou VCH
110 Gateway Corporation Boulevard, Suite 200
Columbia, South Carolina 29203
Robert G. Edwards P
SOLO ENERGY CORPORATION
2701 Monarch Street, #206
Alameda, California 94501
Martin L. Lagod P, CEO
George Touchton VP
Robert Dibble CS
Larry Hargis VP
Robert Peterson VP
John Schultheis VP
Brooks Tanner CFO
PINE NEEDLE LNG COMPANY, LLC
2800 Post Oak Boulevard
Post Office Box 1396
Houston, Texas 77251-1396
Frank Ferazzi CH
Russell Rush S
CARDINAL PIPELINE COMPANY, LLC
1915 Rexford Road
Post Office Box 33068
Charlotte, North Carolina 28233
Thomas E.Skains M
400 Cox Raod
Post Office Box 1398
Gastonia, North Carolina 28053-1398
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
PSNC CARDINAL PIPELINE COMPANY
400 Cox Road
Gastonia, North Carolina 28054
Charles E. Zeigler, Jr. P
CLEAN ENERGY ENTERPRISES, INC.
400 Cox Road
Gastonia, North Carolina 28054
Charles E. Zeigler, Jr. P
PSNC BLUE RIDGE CORPORATION
400 Cox Road
Gastonia, North Carolina 28054
Charles E. Zeigler, Jr. P
PSNC PRODUCTION CORPORATION
400 Cox Road
Gastonia, North Carolina 28054
Charles E. Zeigler, Jr. P
SCANA PUBLIC SERVICE COMPANY, LLC
400 Cox Road
Gastonia, North Carolina 28054
Phillip L. Agee P
Joey O. Caskey S
Robert G. Edwards VP
Sharon D. Boone T
DIRECTORS
SCANA CORPORATION
Bill L. Amick W. Hayne Hipp
Amick Farms, Inc. The Liberty Corporation
Route 3, HWY 178 2000 Wade-Hampton Blvd.
PO Box 2309 P. O. Box 789
Batesburg-Leesville, SC 29070-0309 Greenville, SC 29602
James A. Bennett Lynne M. Miller
S. C. Community Bank Environmental Strategies Corporation
1545 Sumter Street 11911 Freedom Drive, Suite 900
P. O. Box 425 Reston, VA 20190
Columbia, SC 29202
William B. Bookhart, Jr. Maceo K. Sloan
PO Box 140 Sloan Financial Group, Inc.
Elloree, SC 29047 103 West Main Street, Suite 400
Durham, NC 27701-3638
William C. Burkhardt
2101 Landings Way Harold C. Stowe
Raleigh, NC 27615 Canal Industries, Inc.
P. O. Box 260001
Hugh M. Chapman Conway, SC 29528
NationsBank South
GA1-006-55-02 William B. Timmerman
PO Box 4899 Chairman, President and
Atlanta, GA 30302-4899 Chief Executive Officer
SCANA Corporation 19-8
Columbia, SC 29218
Elaine T. Freeman
ETV Endowment of SC
401 East Kennedy St., Suite B-1 G. Smedes York
Spartanburg, SC 29302 York Properties, Inc.
1900 Cameron Street
Lawrence M. Gressette, Jr. P. O. Box 10007
SCANA Corporation I-25 Raleigh, NC 27605
Columbia, SC 29218
Charles E. Zeigler, Jr.
D. Maybank Hagood Public Service Company of North
William M. Bird and Co., Inc. Carolina, Incorporated
4210 Azalea Drive 400 Cox Road
P. O. Box 20040 P. O. Box 1398
Charleston, SC 29413 Gastonia, NC 28054
SCANA SERVICES, INC. (2)
Bill L. Amick D. Maybank Hagood
James A. Bennett W. Hayne Hipp
William B. Bookhart, Jr. Lynn M. Miller
William C. Burkhardt Maceo K. Sloan
Hugh M. Chapman Harold C. Stowe
Elaine T. Freeman William B. Timmerman
Lawrence M. Gressette, Jr. G. Smedes York
Charles E. Zeigler, Jr.
SOUTH CAROLINA ELECTRIC & GAS COMPANY (2)
Bill L. Amick D. Maybank Hagood
James A. Bennett W. Hayne Hipp
William B. Bookhart, Jr. Lynn M. Miller
William C. Burkhardt Maceo K. Sloan
Hugh M. Chapman Harold C. Stowe
Elaine T. Freeman William B. Timmerman
Lawrence M. Gressette, Jr. G. Smedes York
Charles E. Zeigler, Jr.
PUBLIC SERVICE COMPANY OF NORTH CAROLINA, INCORPORATED (2)
Bill L. Amick D. Maybank Hagood
James A. Bennett W. Hayne Hipp
William B. Bookhart, Jr. Lynn M. Miller
William C. Burkhardt Maceo K. Sloan
Hugh M. Chapman Harold C. Stowe
Elaine T. Freeman William B. Timmerman
Lawrence M. Gressette, Jr. G. Smedes York
Charles E. Zeigler, Jr.
SOUTH CAROLINA GENERATING COMPANY, INC. (2)
Bill L. Amick D. Maybank Hagood
James A. Bennett W. Hayne Hipp
William B. Bookhart, Jr. Lynn M. Miller
William C. Burkhardt Maceo K. Sloan
Hugh M. Chapman Harold C. Stowe
Elaine T. Freeman William B. Timmerman
Lawrence M. Gressette, Jr. G. Smedes York
Charles E. Zeigler, Jr.
SOUTH CAROLINA FUEL COMPANY, INC. (2)
Bill L. Amick D. Maybank Hagood
James A. Bennett W. Hayne Hipp
William B. Bookhart, Jr. Lynn M. Miller
William C. Burkhardt Maceo K. Sloan
Hugh M. Chapman Harold C. Stowe
Elaine T. Freeman William B. Timmerman
Lawrence M. Gressette, Jr. G. Smedes York
Charles E. Zeigler, Jr.
SCANA COMMUNICATIONS, INC. (2)
Bill L. Amick D. Maybank Hagood
James A. Bennett W. Hayne Hipp
William B. Bookhart, Jr. Lynn M. Miller
William C. Burkhardt Maceo K. Sloan
Hugh M. Chapman Harold C. Stowe
Elaine T. Freeman William B. Timmerman
Lawrence M. Gressette, Jr. G. Smedes York
Charles E. Zeigler, Jr.
SCANA COMMUNICATIONS HOLDING, INC.
P. J. Winnington
300 Delaware Avenue, Suite 510
Wilmington, Delaware 19801
William B. Timmerman
SCANA Corporation 19-8
Columbia, South Carolina 29218
Lawrence M. Gressette, Jr.
SCANA Corporation I-25
Columbia, South Carolina 29218
SERVICECARE, INC. (2)
Bill L. Amick D. Maybank Hagood
James A. Bennett
William B. Bookhart, Jr. Lynn M. Miller
William C. Burkhardt Maceo K. Sloan
Hugh M. Chapman Harold C. Stowe
Elaine T. Freeman William B. Timmerman
Lawrence M. Gressette, Jr. G. Smedes York
Charles E. Zeigler, Jr.
PRIMESOUTH INC. (2)
Bill L. Amick D. Maybank Hagood
James A. Bennett W. Hayne Hipp
William B. Bookhart, Jr. Lynn M. Miller
William C. Burkhardt Maceo K. Sloan
Hugh M. Chapman Harold C. Stowe
Elaine T. Freeman William B. Timmerman
Lawrence M. Gressette, Jr. G. Smedes York
Charles E. Zeigler, Jr.
SCANA RESOURCES, INC. (2)
Bill L. Amick D. Maybank Hagood
James A. Bennett W. Hayne Hipp
William B. Bookhart, Jr. Lynn M. Miller
William C. Burkhardt Maceo K. Sloan
Hugh M. Chapman Harold C. Stowe
Elaine T. Freeman William B. Timmerman
Lawrence M. Gressette, Jr. G. Smedes York
Charles E. Zeigler, Jr.
SOUTH CAROLINA PIPELINE CORPORATION (2)
Bill L. Amick D. Maybank Hagood
James A. Bennett W. Hayne Hipp
William B. Bookhart, Jr. Lynn M. Miller
William C. Burkhardt Maceo K. Sloan
Hugh M. Chapman Harold C. Stowe
Elaine T. Freeman William B. Timmerman
Lawrence M. Gressette, Jr. G. Smedes York
Charles E. Zeigler, Jr.
SCANA ENERGY MARKETING, INC. (2)
Bill L. Amick D. Maybank Hagood
James A. Bennett W. Hayne Hipp
William B. Bookhart, Jr. Lynn M. Miller
William C. Burkhardt Maceo K. Sloan
Hugh M. Chapman Harold C. Stowe
Elaine T. Freeman William B. Timmerman
Lawrence M. Gressette, Jr. G. Smedes York
Charles E. Zeigler, Jr.
SCANA DEVELOPMENT, INC. (2)
Bill L. Amick D. Maybank Hagood
James A. Bennett W. Hayne Hipp
William B. Bookhart, Jr. Lynn M. Miller
William C. Burkhardt Maceo K. Sloan
Hugh M. Chapman Harold C. Stowe
Elaine T. Freeman William B. Timmerman
Lawrence M. Gressette, Jr. G. Smedes York
Charles E. Zeigler, Jr.
COMPANY 19A (2)
Bill L. Amick D. Maybank Hagood
James A. Bennett W. Hayne Hipp
William B. Bookhart, Jr. Lynn M. Miller
William C. Burkhardt Maceo K. Sloan
Hugh M. Chapman Harold C. Stowe
Elaine T. Freeman William B. Timmerman
Lawrence M. Gressette, Jr. G. Smedes York
Charles E. Zeigler, Jr.
SCANA PETROLEUM RESOURCES, INC. (2)
Bill L. Amick D. Maybank Hagood
James A. Bennett W. Hayne Hipp
William B. Bookhart, Jr. Lynn M. Miller
William C. Burkhardt Maceo K. Sloan
Hugh M. Chapman Harold C. Stowe
Elaine T. Freeman William B. Timmerman
Lawrence M. Gressette, Jr. G. Smedes York
Charles E. Zeigler, Jr.
SCANA PROPANE GAS, INC. (2)
Bill L. Amick D. Maybank Hagood
James A. Bennett W. Hayne Hipp
William B. Bookhart, Jr. Lynn M. Miller
William C. Burkhardt Maceo K. Sloan
Hugh M. Chapman Harold C. Stowe
Elaine T. Freeman William B. Timmerman
Lawrence M. Gressette, Jr. G. Smedes York
Charles E. Zeigler, Jr.
SCANA PROPANE STORAGE, INC. (2)
Bill L. Amick D. Maybank Hagood
James A. Bennett W. Hayne Hipp
William B. Bookhart, Jr. Lynn M. Miller
William C. Burkhardt Maceo K. Sloan
Hugh M. Chapman Harold C. Stowe
Elaine T. Freeman William B. Timmerman
Lawrence M. Gressette, Jr. G. Smedes York
Charles E. Zeigler, Jr.
SCANA PROPANE SUPPLY, INC. (2)
Bill L. Amick D. Maybank Hagood
James A. Bennett W. Hayne Hipp
William B. Bookhart, Jr. Lynn M. Miller
William C. Burkhardt Maceo K. Sloan
Hugh M. Chapman Harold C. Stowe
Elaine T. Freeman William B. Timmerman
Lawrence M. Gressette, Jr. G. Smedes York
Charles E. Zeigler, Jr.
USA CYLINDER EXCHANGE, INC. (2)
Bill L. Amick D. Maybank Hagood
James A. Bennett W. Hayne Hipp
William B. Bookhart, Jr. Lynn M. Miller
William C. Burkhardt Maceo K. Sloan
Hugh M. Chapman Harold C. Stowe
Elaine T. Freeman William B. Timmerman
Lawrence M. Gressette, Jr. G. Smedes York
Charles E. Zeigler, Jr.
C&T PIPELINE, LLC (2)
Bill L. Amick D. Maybank Hagood
James A. Bennett W. Hayne Hipp
William B. Bookhart, Jr. Lynn M. Miller
William C. Burkhardt Maceo K. Sloan
Hugh M. Chapman Harold C. Stowe
Elaine T. Freeman William B. Timmerman
Lawrence M. Gressette, Jr. G. Smedes York
Charles E. Zeigler, Jr.
FRC, LLC (3)
George J. Bullwinkel, Jr.
John Barnes
Terry Metze
Larry Vincent
POWERTEL, INC. (4)
Campbell B. Lanier, III
Allen E. Smith
Donald W. Burton
O. Gene Gabbard
Ann M. Milligan
William H. Scott, III
William B. Timmerman
Donald W. Weber
PALMARK, INC. (2)
Bill L. Amick D. Maybank Hagood
James A. Bennett W. Hayne Hipp
William B. Bookhart, Jr. Lynn M. Miller
William C. Burkhardt Maceo K. Sloan
Hugh M. Chapman Harold C. Stowe
Elaine T. Freeman William B. Timmerman
Lawrence M. Gressette, Jr. G. Smedes York
Charles E. Zeigler, Jr.
SC COALTECH NO. 1, LP
William D. Brown (5)
COGEN SOUTH, LLC (6)
Neville O. Lorick
John D. Andrews
PALMETTO LIME, LLC (7)
Neville O. Lorick
Kevin B. Marsh
Dave Reillie
Jim Ehle
SCANA ENERGY TRADING, LLC (8)
Asbury H. Gibbes
Regard Yakou
Robert G. Edwards
George Fasano
Fred Jager
SOLO ENERGY CORPORATION (9)
Martin L. Lagod
George Touchton
Phil Deutch
Perry Olson
Charles M. Vetters
Charles E. Zeigler, Jr.
PINE NEEDLE LNG COMPANY, LLC
Arthur Corbin
104 Town Park Drive
Kennesaw, GA 30144
Terry Davis
411 Fayetteville Street Mall - PEB18C5
Post Office Box 1551
Raleigh, North Carolina 27602
Frank Ferazzi
2800 Post Oak Boulevard
Post Office Box 1396
Houston, Texas 77251-1396
Donald Lutken
One Allen Center
500 Dallas Street
Houston, Texas 77002
Russell Rush
2800 Post Oak Boulevard
Houston, Texas 77251-1396
Thomas E. Skains
1915 Rexford Road
Post Office Box 33068
Charlotte, North Carolina 28233
Bill Williams
400 Cox Road
Post Office Box 1398
Gastonia, North Carolina 28054-1398
CARDINAL PIPELINE COMPANY, LLC
Terry Davis
411 Fayetteville Street Mall - PEB18C5
Post Office Box 1551
Raleigh, North Carolina 29602
Frank Ferazzi
Post Office Box 1396
Houston, Texas 77251-1396
Thomas E. Skains
1915 Rexford Road
Post Office Box 33068
Charlotte, North Carolina 28233
Bill Williams
400 Cox Road
Post Office Box 1398
Gastonia, North Carolina 28054-1398
CLEAN ENERGY ENTERPRISES, INC. (2)
Bill L. Amick D. Maybank Hagood
James A. Bennett W. Hayne Hipp
William B. Bookhart, Jr. Lynn M. Miller
William C. Burkhardt Maceo K. Sloan
Hugh M. Chapman Harold C. Stowe
Elaine T. Freeman William B. Timmerman
Lawrence M. Gressette, Jr. G. Smedes York
Charles E. Zeigler, Jr.
PSNC BLUE RIDGE CORPORATION (2)
Bill L. Amick D. Maybank Hagood
James A. Bennett W. Hayne Hipp
William B. Bookhart, Jr. Lynn M. Miller
William C. Burkhardt Maceo K. Sloan
Hugh M. Chapman Harold C. Stowe
Elaine T. Freeman William B. Timmerman
Lawrence M. Gressette, Jr. G. Smedes York
Charles E. Zeigler, Jr.
PSNC PRODUCTION CORPORATION (2)
Bill L. Amick D. Maybank Hagood
James A. Bennett W. Hayne Hipp
William B. Bookhart, Jr. Lynn M. Miller
William C. Burkhardt Maceo K. Sloan
Hugh M. Chapman Harold C. Stowe
Elaine T. Freeman William B. Timmerman
Lawrence M. Gressette, Jr. G. Smedes York
Charles E. Zeigler, Jr.
PSNC CARDINAL PIPELINE COMPANY (2)
Bill L. Amick D. Maybank Hagood
James A. Bennett W. Hayne Hipp
William B. Bookhart, Jr. Lynn M. Miller
William C. Burkhardt Maceo K. Sloan
Hugh M. Chapman Harold C. Stowe
Elaine T. Freeman William B. Timmerman
Lawrence M. Gressette, Jr. G. Smedes York
Charles E. Zeigler, Jr.
SCANA PUBLIC SERVICE COMPANY, LLC (2)
Bill L. Amick D. Maybank Hagood
James A. Bennett W. Hayne Hipp
William B. Bookhart, Jr. Lynn M. Miller
William C. Burkhardt Maceo K. Sloan
Hugh M. Chapman Harold C. Stowe
Elaine T. Freeman William B. Timmerman
Lawrence M. Gressette, Jr. G. Smedes York
Charles E. Zeigler, Jr.
(1) SVP, T for SCPC
(2) Business addresses are the same as for SCANA Corporation.
(3) 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 1426 Main Street, Columbia, South
Carolina 29201.
(4) The business address for all members, except Ann M. Milligan and
William B. Timmerman, is 1239 OG Skinner Drive, West Point, Georgia
31833. Ann Milligan's business address is SCANA Corporation 19-4,
Columbia, South Carolina 29218. William B. Timmerman's business
address is SCANA Corporation 19-8, Columbia, South Carolina 29218.
(5) Mr. Brown is the managing member of the general partner. His business
address is 823 McCalls Mill Road, Lexington, Kentucky 40505.
(6) 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.
(7) Messrs. Lorick and Marsh's business address is 1426 Main Street,
Columbia, South Carolina 29201.
(8) Messrs. Gibbes and Fasano's business address is 105 New Way Road,
Columbia, South Carolina 29223; Messrs. Yakou 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.
(9) Messrs. Lagod and Touchton's business address is 2701 Monarch Street, #206,
Alameda, California 94501; Mr. Deutch's business address is 2099 Pennsylvania
Avenue N.W., Suite 900, Washington, DC 20006; Mr. Olson's business address is
3000 Sand Hill Road, Building 2, Suite 145, Menlo Park, California 94025; Mr.
Vetters' business address is 1400 Smith Street, Suite EB3612, Houston, Texas
77002-7361; and Mr. Zeigler's business address is 400 Cox Road, Gastonia, North
Carolina 28054.
Part II.
Name of Officer Name and Location of Position Held in
or Director Financial Institution Financial Institution Applicable Exemption Rule
--------------------- -------------------------------- -------------------------------------------------------
--------------------- -------------------------------- -------------------------------------------------------
James A. Bennett South Carolina Community Bank President, Chief Executive Pending, no action letter
Officer
William C. Burkhardt Capital Bank Director 70(a)
Elaine T. Freeman National Bank of South Carolina Director 70(a)
W. Hayne Hipp Wachovia Corporation Director 70(b)
Lynn M. Miller Adams National Bank Director 70(b)
Maceo K. Sloan M&F Bancorp Director 70(a)
Mechanics and Farmers Bank 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), plus |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
During 2000, non-employee directors could participate in SCANA's Voluntary
Deferral Plan. This plan permitted non-employee directors to defer receipt of
all or part of their fees (except the portion paid in shares of SCANA Common
Stock) and receive, upon ceasing to serve as a director, the amount that would
have resulted from investing the deferred amounts in an interest bearing savings
account.
During calendar year 2000, Mr. Bennett deferred compensation under the
Voluntary Deferral Plan and his account was credited with interest in the amount
of $2,669 for that year.
Effective January 1, 2001, non-employee director compensation deferrals
are governed by a new plan, 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.
Under the new plan, a director may elect to defer (i) 100% of all
compensation amounts, or (ii) the 60% of the annual retainer fee required to be
paid in SCANA Common 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 also may elect to defer the 40% of the annual
retainer fee not required to be paid in shares of SCANA Common 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.
For calendar year 2001, Messrs. Amick, Bennett, Burkhardt, Hipp, Sloan,
Stowe and York and Ms. Miller have elected to defer 100% of their compensation
under the Director Compensation and Deferral Plan so as to acquire hypothetical
shares of SCANA Common Stock. In addition, Mr. Hagood has elected to defer 60%
of his annual retainer 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 Management
Development and Corporate Performance Committee. The designated institutions are
reviewed on an annual basis by the Chief Executive Officer to assure compliance
with the intent of the program.
Other
As a Company retiree, Mr. Gressette receives monthly retirement benefits of
$39,571.
Executive Compensation
Summary Compensation Table
Annual Compensation Long-Term Compensation Awards
Securities
Underlying
Other Annual Option LTIP All Other
Executive Officer of Salary Bonus(1) Compensation(2) SARS Payouts(3) Compensation(4)
------ -------- --------------- ---- -------------------------
System Company Name and Principal Position Year ($) ($) ($) (#) ($) ($)
----
All System W. B. Timmerman 2000 354,486 17,888 35,620 - 50,230
524,261(5)
Companies Chairman, President and Chief 1999 490,313 312,900 17,212 - 298,813 29,419
Executive Officer 1998 455,909 303,780 17,514 - - 27,138
SCANA & PSNC C. E. Zeigler, Jr. 2000(6) 320,078 146,246 10,005 14,306 9,347 -
President, Chief Operating
Officer - PSNC
SCANA & SCPC A. H. Gibbes 2000 311,542 150,720 18,709 11,627 - 25,736
President, Chief Operating 1999 300,161 117,387 27,884 - 116,485 18,010
Officer - SCPC 1998 283,812 124,302 20,585 - - 16,618
All System K. B. Marsh 2000 276,172 150,720 10,613 11,627 24,254
-
Companies Senior Vice President and 1999 241,354 128,058 10,337 - 81,555 14,481
Chief Financial Officer 1998 219,860 99,372 8,654 - 13,122
-
SCANA & SCE&G J. L. Skolds 2000 244,086 12,878 - - 24,743
-
Former President and Chief 1999 330,665 168,288 16,232 - 150,618 19,840
Operating Officer - SCE&G 1998 305,123 163,399 14,099 - 18,201
-
SCANA G. J. Bullwinkel 2000 249,037 120,480 14,340 8,796 - 20,572
President - SCANA 1999 239,973 93,825 14,172 - 81,555 14,398
Communications, Inc.; Senior 1998 229,152 99,372 11,726 - - 13,706
Vice President, Governmental
Affairs
SCANA & SCE&G N. O. Lorick 2000 167,778 124,921 7,313 2,332 12,728
-
President and Chief Operating 1999 157,417 44,356 7,313 - 38,754 9,445
Officer - SCE&G 1998 143,492 46,719 4,813 - 8,613
-
All System H. T. Arthur 2000 234,812 120,480 16,119 8,796 19,718
-
Companies Senior Vice President and 1999 219,806 93,825 15,939 - 65,843 13,188
General Counsel 1998 203,162 99,372 9,534 - 12,190
-
SCANA & SCE&G S. A. Byrne 2000 183,555 123,492 8,310 8,796 12,962
-
Vice President Nuclear 1999 137,321 32,483 3,600 - 8,239
-
Operations 1998 125,458 38,682 2,100 - 7,528
-
(1) Payments under the Annual Incentive Plan.
(2) For 2000, other annual compensation consists of automobile allowance, life
insurance premiums on policies owned by named executive officers and
payments to cover taxes on benefits of $9,000, $7,435 and $1,453 for Mr.
Timmerman; $10,005, $0 and $0 for Mr. Zeigler; $9,000, $9,158 and $551 for
Mr. Gibbes; $9,000, $1,183 and $430 for Mr. Marsh; $9,000, $4,993 and $347
for Mr. Bullwinkel; $6,000, $6,878 and $0 for Mr. Skolds; $6,000, $1,313 and
$0 for Mr. Lorick; $9,000, $6,830 and $289 for Mr. Arthur; and $8,100, $0
and $210 for Mr. Byrne.
(3) Payments under the Long-Term Equity Compensation Plan.
(4) All other compensation for all named executive officers consists solely of
contributions to defined contribution plans.
(5) Reflects actual salary paid in 2000. Base salary of $537,100, as referenced
on page 23, became effective on May 1, 2000.
(6) Mr. Zeigler became an executive officer of SCANA on February 10, 2000, when
SCANA acquired Public Service Company of North Carolina, Incorporated
("PSNC"). His compensation for 2000 as shown above represents amounts paid
after February 10, 2000.
(7) Mr. Skolds resigned from SCE&G on August 18, 2000.
Options Grants and Related Information
Options/SAR Grants in Last Fiscal Year
Potential
Realizable Value at
Assumed Annual
Rates of Stock Price
Appreciation
Individual Grants for Option Term
----------------------------------------------------------------------------------------------------
----------------------------------- ---------------------------------------------------- -----------
(a) (b) (c) (d) (e) (f) (g)
Number of % of Total
Securities Options/
Underlying SARs
Options/ Granted to Exercise or
SARs Employees in Base Price Expiration
Name Granted Fiscal Year ($/Sh) Date 5% ($) 10% ($)
----------------------------------- ---------------------------------------------------- -----------
W. B. Timmerman 35,620 22.20 25.50 04/27/10 571,345 1,447,597
C. E. Zeigler, Jr. 14,306 8.92 25.50 04/27/10 229,468 581,396
A. H. Gibbes 11,627 7.25 25.50 04/27/10 186,497 472,521
K. B. Marsh 11,627 7.25 25.50 04/27/10 186,497 472,521
G. J. Bullwinkel 8,796 5.48 25.50 04/27/10 141,088
357,469
N. O. Lorick 2,332 1.45 25.50 04/27/10 37,405 94,772
H. T. Arthur 8,796 5.48 25.50 04/27/10 141,088 357,469
S. A. Byrne 8,796 5.48 25.50 04/27/10 141,088 357,469
All the above options vest 33 1/3 percent on each of the first, second and third
anniversaries of the date of the grant, April 27, 2000.
Aggregated Option/SAR Exercises in Last Fiscal Year and FY-End Option/SAR Values
(a) (d) (e)
Number of
Securities
Underlying Value of Unexercised
Unexercised In-the-Money Options/
Option/SARs SARs at
At FY-End (#) FY-End ($) (1)
Exercisable/ Exercisable/
Name Unexercisable Unexercisable
--------------------------------- --------------------------------- ------------
W. B. Timmerman 0/35,620 0/144,724
C. E. Zeigler, Jr. 0/14,306 0/58,125
A. H. Gibbes 0/11,627 0/47,240
K. B. Marsh 0/11,627 0/47,240
N. O. Lorick 0/2,332 0/9,475
G. J. Bullwinkel 0/8,796 0/35,738
H. T. Arthur 0/8,796 0/35,738
S. A. Byrne 0/8,796 0/35,738
(1)Based on the closing price of $29.5625 per share on December 29, 2000, the
last trading day of the fiscal year.
Long-Term Incentive Plan Awards
The following table lists the performance share awards made in 2000 (for
potential payment in 2003) under the Long-Term Equity Compensation Plan and
estimated future payouts under that plan at threshold, target and maximum levels
for each of the executive officers included in the Summary Compensation Table.
LONG-TERM INCENTIVE PLANS
AWARDS IN LAST FISCAL YEAR
Number of Performance Estimated Future Payouts Under
Shares, or Other Non-Stock Price-Based Plans
-------------------------------
Units or Period Until
Other Maturation Threshold Target Maximum
Name Rights (#) or Payout (#) (#) (#)
--------------------------------------------------------------------------------
W. B. Timmerman 12,510 2000-2002 5,004 12,510 18,765
C. E. Zeigler, Jr. 6,310 2000-2002 2,524 6,310 9,465
A. H. Gibbes 4,880 2000-2002 1,952 4,880 7,320
K. B. Marsh 4,880 2000-2002 1,952 4,880 7,320
G. J. Bullwinkel 3,410 2000-2002 1,364 3,410 5,115
N. O. Lorick 3,390 2000-2002 1,356 3,390 5,085
H. T. Arthur 3,410 2000-2002 1,364 3,410 5,115
S. A. Byrne 3,410 2000-2002 1,364 3,410 5,115
Payouts occur when SCANA's Total Shareholder Return is in the top
two-thirds of the Long-Term Equity Compensation Plan peer group, and will vary
based on SCANA's ranking against the peer group. Executives earn threshold
payouts at the 33rd percentile of three-year performance. Target payouts will be
made at the 50th percentile of three-year performance. Maximum payouts will be
made when performance is at or above the 75th percentile of the peer group.
Payments will be made on a sliding scale for performance between threshold and
target and target and maximum. No payouts will be earned if performance is at
less than the 33rd percentile. Awards are designated as target shares of SCANA
Common Stock and may be paid in stock or cash or a combination of stock and
cash.
Defined Benefit Plans
Effective January 1, 2000, the SCANA Corporation Retirement Plan, a tax
qualified defined benefit plan, was amended to provide a mandatory cash balance
benefit formula (the "Cash Balance Formula") for employees hired on or after
that date. 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 a cash balance benefit option.
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 equals 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 has
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 so as to make up for benefits lost in the Retirement Plan because of
Internal Revenue Code maximum benefit limitations.
All the executive officers named in the Summary Compensation Table are
participating under the cash balance benefit option of the plan. 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 - $410,496; Mr. Zeigler - $179,856; Mr. Gibbes - $179,316; Mr. Marsh -
$278,220; Mr. Bullwinkel - $305,556; Mr. Lorick - $224,448; Mr. Arthur -
$122,424; and Mr. Byrne - $158,258.
SCANA has a Key Employee Retention Plan ("KERP") covering officers and
certain other executive employees that provides supplemental retirement or death
benefits for participants. These employees also participate in SCANA's
Retirement Plan.
Participants who elected to remain in the final average pay plan
continue to participate in the KERP under the provisions in effect on June 30,
2000. Each participant who elected to convert to the cash balance plan became
entitled on July 1, 2000 to a KERP cash balance benefit. The amount of the
benefit was determined by discounting to June 30, 2000 the amount of the
participant's projected retirement benefit under the prior plan assuming the
participant retired upon attaining the earlier of (i) age 65 or (ii) 35 years of
service (unreduced retirement age), adjusted to reflect actual years of service
through June 30, 2000.
Each participant's account balance will increase in each subsequent year
until unreduced retirement age by (i) interest at the rate for 30-year
Treasuries and (ii) an accrual reflecting one additional year of service. If a
participant continues to work beyond his unreduced retirement age, his KERP
account will only grow with interest.
In the event of the participant's death prior to such retirement, SCANA
will pay to the participant's designated beneficiary, the participant's KERP
account balance at the time of death. In the event a participant's employment is
terminated prior to retirement, the participant will be paid his KERP account
balance.
The estimated annual retirement benefits payable at age 65 under the KERP
to the executive officers named in the Summary Compensation Table, who
participate in the KERP, based on projected eligible compensation (assuming
increases of 4% per year) are: Mr. Timmerman - $186,357; Mr. Gibbes - $109,311;
Mr. Marsh -$146,464; Mr. Bullwinkel - $110,445; Mr. Lorick - $84,677; Mr. Arthur
- $80,086; and Mr. Byrne - $120,183.
Termination, Severance and Change in Control Arrangements
SCANA maintains an Executive Benefit Plan Trust. The purpose of the
trust is to help retain and attract quality leadership in key SCANA positions in
the current transitional environment of the utilities industry. The trust is
used to receive SCANA contributions 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, except Mr. Zeigler.
Although Mr. Zeigler participates in some of the plans, he does not currently
participate in the Key Executive Severance Benefits Plan or the Supplementary
Key Executive Severance Benefits Plan.
(1) Supplementary Voluntary Deferral Plan
(2) Key Employee Retention Plan
(3) Supplemental Executive Retirement Plan
(4) Long-Term Equity Compensation Plan
(5) Annual Incentive Plan
(6) Key Executive Severance Benefits Plan
(7) Supplementary Key Executive Severance Benefits Plan
The trust and the plans provide flexibility to SCANA in responding to a
Potential Change in Control (as defined in the trust) depending upon whether the
Change in Control would be viewed as being "hostile" or "friendly". This
flexibility includes the ability to deposit and withdraw SCANA contributions up
to the point of a Change in Control, and to affect the number of plan
participants who may be eligible for benefit distributions upon, or following, a
Change in Control.
The Key Executive Severance Benefits Plan is operative as a "single
trigger" plan, meaning that upon the occurrence of a "hostile" Change in
Control, benefits provided under Plans (1) through (5) above would be
distributed in a lump sum. In contrast, the Supplementary Key Executive
Severance Benefits Plan is operative for a period of 24 months following a
Change in Control which prior to its occurrence is viewed as being "friendly."
In this circumstance, the Key Executive Severance Benefits Plan is inoperative.
The Supplementary Key Executive Severance Benefits Plan is a "double trigger"
plan that would pay benefits in lieu of those otherwise provided under Plans (1)
through (5) in either of two circumstances: (i) the participant's involuntary
termination of employment without "Just Cause", or (ii) the participant's
voluntary termination of 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, will be grossed up to include estimated
federal, state and local income taxes and any applicable excise taxes owed by
plan participants on those benefits.
The benefit distributions under the Key Executive Severance Benefits Plan
would include the following:
o An amount equal to three times the sum of: (i) the officer's annual base
salary in effect as of the Change in Control and (ii) the larger of (a) the
officer's target award in effect as of the Change in Control under the
Annual Incentive Plan or (b) the officer's average of actual annual
incentive bonuses received during the prior three years under the Annual
Incentive Plan.
o An amount equal to the projected cost for coverage for three full years
following the Change in Control as though the officer had continued to be a
SCANA employee with respect to medical coverage, long-term disability
coverage and either Life Plus (a special life insurance program combining
whole life and term coverages) or group term life coverage in accordance
with the officer's election, in each case so as to provide substantially
the same level of coverage and benefits as the officer enjoyed as of the
date of the Change in Control.
o A benefit distribution under the Supplementary Voluntary Deferral Plan
calculated to include any implied dividends accrued under the plan through
the date of the Change in Control.
o A benefit distribution under the Key Employee Retention Plan equal to the
lump sum amount calculated as of the day of the Change in Control under the
KERP cash balance formula.
o A benefit under the Supplemental Executive Retirement Plan ("SERP") equal
to the amount of the SERP cash balance account as of the date of the Change
in Control, increased by an amount equal to additional compensation and
interest credits, assuming the executive had completed three additional
years of service with compensation at the participant's rate of
compensation then in effect, and assuming interest credits for three
additional years at the applicable rate of interest, which benefit would
then be reduced by the amount of the participant's cash balance account
accrued under the Retirement Plan as of the date of the Change in Control.
o A benefit distribution under the Performance Share Plan equal to 100% of
the targeted awards for all performance periods not completed 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.
o Under the Long-Term Equity Compensation Plan, all nonqualified stock
options awarded shall 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.
Benefits under the Supplementary Key Employee Severance Benefits Plan
would be the same except that the benefits under the Supplementary Voluntary
Deferral Plan would be increased by implied interest from the date of the Change
in Control until the end of the month preceding the month in which the benefit
is distributed.
Mr. Zeigler has a Severance Agreement under which a Change in Control
occurred on February 10, 2000 when SCANA acquired Public Service Company of
North Carolina, Incorporated. Under the Severance Agreement, if Mr. Zeigler's
employment is terminated before January 31, 2002, other than by the Company for
cause, as a result of death or disability or by Mr. Zeigler without good reason,
SCANA will be obligated to pay Mr. Zeigler in addition to his compensation and
benefits through the date of termination and normal post-termination benefits,
an amount in cash equal to three times the sum of his (i) base salary and (ii)
average annual bonus in respect of the three prior fiscal years. The Company
also would be obligated to provide Mr. Zeigler and his dependents with life,
disability, accident and health insurance benefits for a period of 36 months at
the same cost to Mr. Zeigler as prior to termination.
The Company and Mr. Zeigler have agreed that if a Change in Control of
SCANA occurs prior to January 31, 2002, Mr. Zeigler would become a participant
in the Key Executive Severance Benefits Plan and the Supplementary Key Executive
Severance Benefits Plan to the extent possible and then would relinquish his
rights under the Severance Agreement described above. The Company and Mr.
Zeigler also have agreed that Mr. Zeigler will become a participant in the Key
Executive Severance Benefits Plan and the Supplementary Key Executive Severance
Benefits Plan effective January 31, 2002.
(b) Interest in the securities of system companies including options or other
rights to acquire securities:
SHARE OWNERSHIP OF DIRECTORS, NOMINEES AND EXECUTIVE OFFICERS
In general, "beneficial ownership" includes those shares a director,
nominee or executive officer has the power to vote or transfer. On March 9, 2001
the directors and executive officers of SCANA as a group (24 persons)
beneficially owned, in the aggregate, 370,942 shares of SCANA Common Stock,
including shares subject to options exercisable within 60 days (approximately
0.3564% of the shares outstanding and entitled to vote at the Annual Meeting).
The following table lists shares beneficially owned on March 9, 2001 by
each director, each nominee and each executive officer named in the Summary
Compensation Table on page 14.
Amount and Nature of
------------------------------------------------------------------------------
Beneficial Ownership of SCANA
Name Common Stock* (1) (2) (3) (4)
------------------------------------------------------------------------
B. L. Amick 11,821
------------------------------------------------------------------------------
H.T. Arthur 16,211
J. A. Bennett 2,210
------------------------------------------------------------------------------
W. B. Bookhart, Jr. 21,811
------------------------------------------------------------------------------
G. J. Bullwinkel 29,337
------------------------------------------------------------------------------
W. C. Burkhardt 11,130
------------------------------------------------------------------------------
S. A. Byrne 7,467
H. M. Chapman 7,994
E. T. Freeman 6,435
A. H. Gibbes 23,135
L. M. Gressette, Jr. 63,640
D. M. Hagood 820
W. H. Hipp 4,896
N. O. Lorick 3,955
K. B. Marsh 18,826
------------------------------------------------------------------------------
L. M. Miller 3,356
------------------------------------------------------------------------------
M. K. Sloan . 3,955
------------------------------------------------------------------------------
H. C. Stowe 3,941
W. B. Timmerman 65,191
------------------------------------------------------------------------------
G. S. York 10,744
------------------------------------------------------------------------------
C. E. Zeigler, Jr. 32,133
* Each of the directors, nominees and named executive officers 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, nominee or named executive officers, as
follows: Mr. Amick-480; Mr. Bookhart-5,804; Mr. Gressette-1,060;
and by all directors, nominees and executive officers - 7,344 in total.
(2) Includes shares purchased through February 28, 2001, 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 March 9, 2001, each
of Messrs. Amick, Bennett, Burkhardt, Hipp, Sloan, Stowe and York and Ms.
Miller had acquired 674 hypothetical shares under the plan and Mr. Hagood
had acquired 404.
(4) Includes shares subject to options exercisable within 60 days.
(c) Contracts and transactions with system companies:
RELATED TRANSACTIONS
During 2000, SCANA paid $239,242 (including the value of non-utility in
kind services provided by SCANA) to subsidiaries of Liberty Corporation for
advertising expenses.
Mr. Hipp is the Chairman, President and Chief Executive Officer and a
director of 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 programs are 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 programs to reflect SCANA's financial,
customer-oriented and strategic goals.
We believe our programs perform 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 2000
compensation follows.
Program Elements
Executive compensation consists primarily of three key components: base
salary, short-term incentive compensation (Annual Incentive Plan) and long-term
incentive compensation (Long-Term Equity Compensation Plan).
Compensation levels for these components 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.
Approximately 55% of the utility market companies are included in the Long-Term
Equity Compensation Plan Peer Group shown in the Performance Graph on page 23.
We do not include all of the peer group companies in the market because we
believe that SCANA's competition for executives does not include all of those
companies and includes other telecommunications and general industry companies.
For 2000, all elements of executive compensation were below the market
median as adjusted for company size. SCANA continues its philosophy of
deliberately moving targeted compensation levels to the market median. The
competitive nature of today's utility industry mandates this philosophy if we
are to attract and retain premier executive talent.
The specific components of SCANA's compensation programs for executive
officers are described more fully in the following paragraphs. Each component of
the compensation package, including severance plans, insurance and other
benefits, are considered in determining total compensation.
Base Salaries
Executive salaries are reviewed annually by the Management Development
and Corporate Performance 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 has Annual Incentive Plans for its officers and officers of its
subsidiaries. The plans promote SCANA's pay-for-performance philosophy, as well
as its goal of having a meaningful amount of executive pay "at-risk." Through
these plans, financial incentives are provided in the form of annual cash
bonuses.
Executives eligible for these plans 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 Management Development
and Corporate Performance Committee determines that actual results warrant a
lower payout.
The various Annual Incentive Plans in which officers of SCANA and its
subsidiaries participate place their major emphasis on achieving profitability
targets, with the remaining emphasis focused upon meeting annual business
objectives relating to such matters as efficiency, quality of service, customer
satisfaction and progress toward SCANA's strategic objectives. These plans also
allow 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.
For 2000, the specific measures in each plan in which any executive
officer named in the Summary Compensation Table participated are described
below.
o 2000 awards for officers of SCANA were based on two performance categories:
75% of the total 2000 target award was based on SCANA earnings per share
(EPS) goals, a numerically measurable target. An additional 25% was
determined by the achievement of specified goals established for 2000.
After the adjustment for individual performance, payouts ranged from 110%
to 128% of the target award.
o 2000 awards for officers of South Carolina Electric & Gas Company (SCE&G)
were based on three performance categories: SCANA EPS, SCE&G EPS and
achievement of annual business objectives (activities that focus on
improvements in various areas including existing operating procedures,
quality of service and product and human resource matters). The weightings
of the individual components for 2000 were: SCANA EPS 50%, SCE&G EPS 25%
and annual business objectives 25%. After the adjustment for individual
performance, payouts ranged from 90% to 133% of the target award.
o 2000 awards for officers of South Carolina Pipeline Corporation (SCPC) were
based 50% on SCANA EPS, 25% on SCPC EPS and 25% on achievement of annual
business objectives. After the adjustment for individual performance,
payouts ranged from 110% to 120% of the target award.
o 2000 awards for officers of Public Service Company of North Carolina,
Incorporated (PSNC Energy) were based 50% on SCANA EPS, 25% on PSNC Energy
EPS and 25% on achievement of annual business objectives. After the
adjustment for individual performance, payouts ranged from 90% to 95% of
the target award.
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 the Company and achieving success for SCANA shareholders. The
Long-Term Equity Compensation Plan was adopted last year by shareholders and
following adoption became effective as of January 1, 2000. 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 2000, two types of long-term equity compensation
awards were granted: performance share awards (which made up 60% of each
executive's long-term compensation award) and nonqualified stock option awards
(which made up 40% of such award).
Performance Share Awards
SCANA's performance share award feature of the Long-Term Equity
Compensation Plan pays bonuses to executives based on SCANA's Total Shareholder
Return ("TSR") relative to a group of peer companies over a three-year period.
The purpose of performance share awards is to ensure that executives are
compensated only when shareholders gain. The peer group includes 68 electric and
gas utilities, none of which have annual revenues of less than $100 million.
TSR is stock price increase over the three-year period, plus cash
dividends paid during that period, divided by stock price as of the beginning of
the three-year period. Comparing SCANA's TSR to the TSR of a large group of
other utilities reflects SCANA's recognition that investors could have invested
their funds in other utility companies and measures how well SCANA did when
compared to others operating in similar interest, tax, economic and regulatory
environments.
Nonqualified Stock Option Awards
The nonqualified stock options granted in 2000 gave officers the right to
purchase shares of Common Stock at the fair market value of a share on the date
the option was granted, and have terms of 10 years. The options become
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.
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. It is the general intention of SCANA to meet the requirements for
deductibility under Section 162(m); however, SCANA reserves the right, where
merited by changing business conditions or an executive's individual
performance, to authorize compensation payments which may not be fully
deductible by SCANA.
Compensation of Chief Executive Officer for 2000
For 2000, Mr. Timmerman's compensation consisted of the following:
o Base salary of $537,100 derived by reference to executive pay for the
market group described. This amount approximates the median base
salary for the market. Mr. Timmerman's salary increase of $37,100 from
$500,000 to $537,100 was based on his responsibilities as Chairman and
Chief Executive Officer, external pay practices and the Management
Development and Corporate Performance 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 2000, Mr. Timmerman's Annual Incentive Plan target award
was 55% of the market rate for his position. Mr. Timmerman's 2000
award was based on three factors: SCANA EPS, achievement of strategic
plan objectives and the Management Development and Corporate
Performance Committee's assessment of his individual performance.
Performance in these factors resulted in Mr. Timmerman receiving a
payout of 120% of target.
o
In 2000, Mr. Timmerman's Long-Term Equity Compensation Plan target award
for the period 2000 through 2002 was set at 60% of the salary level
for his position. This resulted in a target award of 12,510
performance shares and an award of 35,620 stock options. The amount of
the target award was determined by the Long-Term Equity Compensation
Plan Committee based on Mr. Timmerman's salary, level of
responsibility and competitive practices.
The Management Development and Long-Term Equity Compensation
Corporate Performance Committee Plan Committee
H. M. Chapman* H. M. Chapman*
B. L. Amick J. A. Bennett
W. B. Bookhart, Jr. W. B. Bookhart Jr.
W. C. Burkhardt W. C. Burkhardt
M. K. Sloan D. M. Hagood
H. C. Stowe L. M. Miller
W. B. Timmerman** M. K. Sloan
H. C. Stowe
G. S. York
* Chairman of the Committee
** Mr. Timmerman is a non-voting member of the Management Development and
Corporate Performance Committee. He did not participate in any of its decisions
concerning executive compensation.
(f) 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, 1998 through
October 31, 2002.
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
------------------------------------------------------------------------
------------------------------------------------------------------------
BUSINESS AND INDUSTRY POLITICAL EDUCATION COMMITTEE PAC $2,000
CAPITAL CITY REPUBLICAN WOMEN'S CLUB 150
DEMOCRATIC LEGISLATIVE CAMPAIGN COMMITTEE 5,000
GREENWOOD COUNTY REPUBLICAN PARTY 100
HOUSE REPUBLICAN CAUCUS 4,375
NC DEMOCRATIC PARTY 5,000
NC LEGISLATIVE BLACK CAUCUS FOUNDATION 5,000
RICHLAND COUNTY REPUBLICAN PARTY 500
SC DEMOCRATIC PARTY 51,000
SC HOUSE DEMOCRATIC CAUCUS 3,500
SC LEGISLATIVE BLACK CAUCUS 5,000
SC SENATE DEMOCRATIC CAUCUS 3,500
SC SENATE REPUBLICAN CAUCUS 3,500
WOMEN'S CAUCUS 950
DEMOCRATIC PARTY OF GEORGIA 5,000
HOUSE DEMOCRATIC CAUCUS (GEORGIA) 500
REPUBLICAN NATIONAL CAMPAIGN COMMITTEE 15,000
GEORGIA REPUBLICAN PARTY 10,000
TRUDI WALEND FOR NC HOUSE 200
BALLANTINE FOR SENATE 250
BOB CARPENTER FOR NC SENATE 250
FOX FOR HOUSE 250
HARTSELL FOR NC SENATE 250
OWENS FOR HOUSE 250
RL "BOB" MARTIN CAMPAIGN 250
ED MCMAHAN FOR NC HOUSE 250
RICHARD MOORE FOR STATE TREASURER 200
BADDOUR FOR HOUSE COMMITTEE 500
DAVID HOYLE FOR SENATE COMMITTEE 1,000
MARC BASNIGHT CAMPAIGN 1,000
JIM BLACK FOR NC HOUSE COMMITTEE 1,000
BEV PURDUE FOR LT GOVERNOR 500
COMMITTEE TO ELECT LANIER CANSLER 250
THE MIKE EASLEY COMMITTEE 1,000
THE COOPER COMMITTEE 1,000
BOB HENSLEY FOR NC HOUSE COMMITTEE 250
CITIZENS FOR DAVID MINER 250
COMMITTEE TO ELECT WILMA SHERRILL 250
CONNIE WILSON FOR STATE HOUSE 250
CRAWFORD CAMPAIGN 250
JERRY DOCKHAM CAMPAIGN FUND 250
RUCHO FOR SENATE 250
BALLANTINE FOR NC SENATE 300
CITIZENS FOR DAN BLUE 300
DREW SAUNDERS CAMPAIGN 300
JOHN KERR FOR SENATE COMMITTEE 300
ODOM FOR SENATE 300
RICHARD MORGAN CAMPAIGN COMMITTEE 300
JOHN BRIDGEMAN FOR NC HOUSE 500
BRUBAKER FOR HOUSE COMMITTEE 250
CLARY FOR NC HOUSE COMMITTEE 250
COMMITTEE TO RE-ELECT SAM ELLIS 250
DEDMON FOR HOUSE COMMITTEE 250
GORDON ALLEN FOR NC HOUSE 250
HURLEY FOR HOUSE COMMITTEE 250
LESLIE COX FOR NC HOUSE 250
MORRIS FOR NC HOUSE COMMITTEE 250
NESBITT FOR HOUSE COMMITTEE 250
CHARLES CARTER FOR NC SENATE COMMITTEE 300
ERIC REEVES FOR SENATE COMMITTEE 300
STEVE METCALF COMMITTEE 300
RONNIE SMITH FOR NC HOUSE COMMITTEE 500
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 SC POLICY COUNCIL MEMBERSHIP 426 $50,000
SCANA ALLIANCE PARTNERSHIP SUPPORT 921 25,000
SCANA NACo SUPPORT 921 20,000
SCANA BUSINESS AND INDUSTRY
POLITICAL EDUCATION
COMMITTEE PAC MEMBERSHIP 426 10,000
SCANA RAWLE MURDY AND ASSOCIATES PUBLIC RELATIONS 921 30,000
SCANA BOB MCALLISTER AND ASSOCIATES PUBLIC RELATIONS 921 72,000
SCANA REDDY CORPORATION PUBLIC RELATIONS 921 13,000
SCANA SUNRISE INC. PUBLIC RELATIONS 921 30,000
SCANA ADVISORY BOARDS CITIZENS ADVISORY GROUP 921 28,000
SCANA WELTNER COMMUNICATIONS PUBLIC RELATIONS 921, 923 186,447
SCANA MISCELLANEOUS - 55 ITEMS LESS COMMUNITY DEV.,
THAN $10,000 EDUC. AND CIVIC ACTIVITY 426, 921 $112,259
ITEM 8. SERVICE, SALES AND CONSTRUCTION CONTRACTS
Part I
Serving Receiving Compensation In Effect at
Transaction Company Company (in Thousands) Contract December 31, 2000
---------------------------------------------------------- -------------- -------------------
---------------------------------------------------------- -------------- -------------------
(Note) SCE&G PSI $* (Note) (Note)
(Note) PSNC SCE&G * (Note) (Note)
(Note) SCE&G SCPC 1,350 (Note) (Note)
(Note) SCE&G SCI 687 (Note) (Note)
(Note) SCE&G ServiceCare 749 (Note) (Note)
(Note) SCE&G SEMI 2,089 (Note) (Note)
(Note) SCE&G PSNC 3,595 (Note) (Note)
(Note) SCE&G SPR * (Note) (Note)
(Note) SCE&G SPG * (Note) (Note)
(Note) SCE&G SR * (Note) (Note)
(Note) SCE&G SDC * (Note) (Note)
(Note) SCPC SCE&G 416 (Note) (Note)
(Note) SCPC SEMI 198 (Note) (Note)
(Note) SDC SCE&G 162 (Note) (Note)
(Note) SCI SCE&G * (Note) (Note)
(Note) SEMI SCE&G 1,376 (Note) (Note)
(Note) PSNC SEMI 160 (Note) (Note)
(Note) SEMI SCPC * (Note) (Note)
(Note) SEMI PSNC * (Note) (Note)
(Note) SCANA SEMI 5,726 (Note) (Note)
(Note) SCPC SPG * (Note) (Note)
(Note) SCPC SPR * (Note) (Note)
(Note) SCPC PSNC * (Note) (Note)
(Note) SCPC SDC * (Note) (Note)
(Note) PSNC SCPC * (Note) (Note)
Maintenance contract PSI SCE&G 4,323 Jan 1998-Aug 2002 Y
Rental facility SDC SCE&G 134 Aug 2000-Aug 2005 Y
Line & pole materials SCE&G SCI 144 Jan-Dec 2000 Y
Maintenance contract -
fiber network SCE&G SCI 341 Jan-Dec 2000 Y
Palmetto Center rent SCE&G SCI 175 Jan-Dec 2000 Y
Maintenance contract -
radio system SCE&G SCI 148 Jan-Dec 2000 Y
Site leases and related
operating agreements SCE&G SCI * Various Y
Radio system usage SCI SCE&G 1,998 Jan-Dec 2000 Y
Dark fiber lease SCI SCE&G 1,394 Jan-Dec 2000 Y
Mobile Data system SCI SCE&G * Various Y
Tower space rent SCI SCE&G * 11/2000-11/2005 Y
Tower space rent SCI SCPC * 11/2000-11/2005 Y
* 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 38
South Carolina Electric & Gas Company Condensed Consolidating
Balance Sheet 43
Public Service Company of North Carolina, Incorporated Condensed
Consolidating Balance Sheet 45
SCANA Corporation Condensed Consolidating Statement of Income
and Retained Earnings 48
South Carolina Electric & Gas Company Condensed Consolidating
Statement of Income and Retained Earnings 53
Public Service Company of North Carolina, Incorporated Condensed
Consolidating Statement of Income and Retained Earnings 55
SCANA Corporation Consolidating Statement of Cash Flows 57
Exhibits Page No.
---------------------------------------------------------------------- ---------
---------------------------------------------------------------------- ---------
Exhibit A 60
Exhibit B 60
Exhibit C 64
Exhibit D 65
Exhibit E 69
Exhibit F 70
Exhibit G 71
Exhibit H 71
SCANA CORPORATION
CONDENSED CONSOLIDATING BALANCE SHEET
DECEMBER 31, 2000
(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 $4,949 $3,558 $178 $57
OTHER PROPERTY AND INVESTMENTS,
NET OF ACCUMULATED DEPRECIATION 282 21 - -
CURRENT ASSETS:
CASH AND TEMPORARY CASH INVESTMENTS 159 60 - -
OTHER CURRENT ASSETS 1,377 343 19 48
TOTAL CURRENT ASSETS 1,536 403 19 48
DEFERRED DEBITS 653 589 5 -
TOTAL $7,420 $4,571 $202 $105
SCANA SOUTH CAROLINA SOUTH CAROLINA SOUTH CAROLINA
CORPORATION ELECTRIC & GAS GENERATING FUEL
CONSOLIDATED COMPANY COMPANY, INC. COMPANY, INC.
CAPITALIZATION & LIABILITIES
STOCKHOLDERS' INVESTMENT:
COMMON EQUITY (DEFICIT) $2,032 $1,657 $39 $-
PREFERRED STOCK (NOT SUBJECT TO PURCHASE OR
SINKING FUNDS) 106 106 - -
TOTAL STOCKHOLDERS' INVESTMENT 2,138 1,763 39 -
PREFERRED STOCK (SUBJECT TO PURCHASE OR
SINKING FUNDS) 10 10 - -
TRUST-PREFERRED SECURITIES 50 50 - -
LONG-TERM DEBT, NET 2,850 1,267 77 -
TOTAL CAPITALIZATION (DEFICIT) 5,048 3,090 116 -
CURRENT LIABILITIES 1,111 446 33 106
DEFERRED CREDITS 1,261 1,035 53 (1)
TOTAL $7,420 $4,571 $202 $105
SCANA CORPORATION
CONDENSED CONSOLIDATING BALANCE SHEET
DECEMBER 31, 2000
(MILLIONS OF DOLLARS)
SCANA SCANA
SOUTH CAROLINA DEVELOPMENT COMMUNICATIONS, PRIMESOUTH,
PIPELINE CORP. CORPORATION INC. INC.
ASSETS
UTILITY PLANT, NET OF ACCUMULATED DEPRECIATION $178 $- $- $-
OTHER PROPERTY AND INVESTMENTS,
NET OF ACCUMULATED DEPRECIATION - 4 149 8
CURRENT ASSETS:
CASH AND TEMPORARY CASH INVESTMENTS 2 - - 1
OTHER CURRENT ASSETS 113 - 486 2
TOTAL CURRENT ASSETS 115 - 486 3
DEFERRED DEBITS 13 3 1 -
TOTAL $306 $7 $636 $11
SCANA SCANA
SOUTH CAROLINA DEVELOPMENT COMMUNICATIONS,
PIPELINE CORP. CORPORATION INC. PRIMESOUTH, INC.
CAPITALIZATION & LIABILITIES
STOCKHOLDERS' INVESTMENT:
COMMON EQUITY (DEFICIT) $108 $3 $183 $2
PREFERRED STOCK (NOT SUBJECT TO PURCHASE OR
SINKING FUNDS) - - - -
TOTAL STOCKHOLDERS' INVESTMENT 108 3 183 2
PREFERRED STOCK (SUBJECT TO PURCHASE OR SINKING FUNDS) - - - -
TRUST-PREFERRED SECURITIES - - - -
LONG-TERM DEBT, NET 40 - - -
TOTAL CAPITALIZATION (DEFICIT) 148 3 183 2
CURRENT LIABILITIES 127 4 453 8
DEFERRED CREDITS 31 - - 1
TOTAL $306 $7 $636 $11
SCANA CORPORATION
CONDENSED CONSOLIDATING BALANCE SHEET
DECEMBER 31, 2000
(MILLIONS OF DOLLARS)
SCANA
SCANA ENERGY SCANA PETROLEUM
ASSETS MARKETING, INC. RESOURCES RESOURCES, INC.
UTILITY PLANT, NET OF ACCUMULATED DEPRECIATION $- $- $-
OTHER PROPERTY AND INVESTMENTS,
NET OF ACCUMULATED DEPRECIATION 2 7 -
CURRENT ASSETS:
CASH AND TEMPORARY CASH INVESTMENTS 20 - -
OTHER CURRENT ASSETS 249 - -
TOTAL CURRENT ASSETS 269 - -
DEFERRED DEBITS 8 - -
TOTAL $279 $7 $-
SCANA
SCANA ENERGY SCANA PETROLEUM
CAPITALIZATION & LIABILITIES MARKETING, INC. RESOURCES RESOURCES, INC
STOCKHOLDERS' INVESTMENT:
COMMON EQUITY (DEFICIT) $(12) $- $(1)
PREFERRED STOCK (NOT SUBJECT TO PURCHASE OR
SINKING FUNDS) - - -
TOTAL STOCKHOLDERS' INVESTMENT (12) - (1)
PREFERRED STOCK (SUBJECT TO PURCHASE OR
SINKING FUNDS) - - -
TRUST-PREFERRED SECURITIES - - -
LONG-TERM DEBT, NET - - -
TOTAL CAPITALIZATION (DEFICIT) (12) - (1)
CURRENT LIABILITIES 254 7 -
DEFERRED CREDITS 37 - 1
TOTAL $279 $7 $-
SCANA CORPORATION
CONDENSED CONSOLIDATING BALANCE SHEET
DECEMBER 31, 2000
(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 - 3,386
CURRENT ASSETS:
CASH AND TEMPORARY CASH INVESTMENTS - -
- 55
OTHER CURRENT ASSETS (1) 7
- 60
TOTAL CURRENT ASSETS (1) 7
- 115
DEFERRED DEBITS - 9
- 5
TOTAL $(1) $19 $- $3,506
SCANA SCANA
PROPANE PROPANE SCANA
GAS, INC. SERVICECARE, INC. SERVICES, INC CORPORATION
CAPITALIZATION & LIABILITIES
STOCKHOLDERS' INVESTMENT:
COMMON EQUITY (DEFICIT) $1 $(7) $- $2,033
PREFERRED STOCK (NOT SUBJECT TO PURCHASE OR
SINKING FUNDS) - - - -
TOTAL STOCKHOLDERS' INVESTMENT 1 (7)
- 2,033
PREFERRED STOCK (SUBJECT TO PURCHASE OR
SINKING FUNDS) - - - -
TRUST-PREFERRED SECURITIES - - - -
LONG-TERM DEBT, NET - - -
1,345
TOTAL CAPITALIZATION (DEFICIT) 1 (7)
- 3,378
CURRENT LIABILITIES (2) 26
- 120
DEFERRED CREDITS - -
- 8
TOTAL $(1) $19 $-
$3,506
SCANA CORPORATION
CONDENSED CONSOLIDATING BALANCE SHEET
DECEMBER 31, 2000
(MILLIONS OF DOLLARS)
PUBLIC SERVICE
COMPANY OF NORTH
SCANA CAROLINA,
ASSETS SERVICES, INC. INCORPORATED ELIMINATIONS
UTILITY PLANT, NET OF ACCUMULATED DEPRECIATION $2 $976 $-
OTHER PROPERTY AND INVESTMENTS,
NET OF ACCUMULATED DEPRECIATION
28 34 (3,360)
CURRENT ASSETS:
CASH AND TEMPORARY CASH INVESTMENTS
9 12 -
OTHER CURRENT ASSETS
6 185 (140)
TOTAL CURRENT ASSETS
15 197 (140)
DEFERRED DEBITS
5 42 (27)
TOTAL
$50 $1,249 $(3,527)
PUBLIC SERVICE
COMPANY OF NORTH
SCANA CAROLINA,
SERVICES, INC INCORPORATED ELIMINATIONS
CAPITALIZATION & LIABILITIES
STOCKHOLDERS' INVESTMENT:
COMMON EQUITY (DEFICIT) $756
$36 $(2,766)
PREFERRED STOCK (NOT SUBJECT TO PURCHASE OR
SINKING FUNDS) - - -
TOTAL STOCKHOLDERS' INVESTMENT
36 756 (2,766)
PREFERRED STOCK (SUBJECT TO PURCHASE OR SINKING FUNDS) - - -
TRUST-PREFERRED SECURITIES - - -
LONG-TERM DEBT, NET
1 145 (25)
TOTAL CAPITALIZATION (DEFICIT)
37 901 (2,791)
CURRENT LIABILITIES
10 228 (709)
DEFERRED CREDITS
3 120 (27)
TOTAL $1,249
$50 $(3,527)
SOUTH CAROLINA ELECTRIC & GAS COMPANY
CONDENSED CONSOLIDATING BALANCE SHEET
DECEMBER 31, 2000
(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 $3,615 $3,558 $57 $-
OTHER PROPERTY AND INVESTMENTS,
NET OF ACCUMULATED DEPRECIATION 21 21 - -
CURRENT ASSETS:
CASH AND TEMPORARY CASH INVESTMENTS 60 60 - -
OTHER CURRENT ASSETS 379 343 48 (12)
TOTAL CURRENT ASSETS 439 403 48 (12)
DEFERRED DEBITS 589 589 - -
TOTAL $4,664 $4,571 $105 $(12)
SOUTH CAROLINA SOUTH CAROLINA
ELECTRIC & GAS ELECTRIC & GAS SOUTH CAROLINA
COMPANY COMPANY FUEL
CAPITALIZATION & LIABILITIES 10-K CONSOLIDATED COMPANY, INC. ELIMINATIONS
STOCKHOLDERS' INVESTMENT:
COMMON EQUITY $1,657 $1,657 $- $-
PREFERRED STOCK (NOT SUBJECT TO PURCHASE OR
SINKING FUNDS) 106 106 - -
TOTAL STOCKHOLDERS' INVESTMENT 1,763 1,763 - -
PREFERRED STOCK (SUBJECT TO PURCHASE OR
SINKING FUNDS) 10 10 - -
TRUST-PREFERRED SECURITIES 50 50 - -
LONG-TERM DEBT, NET 1,267 1,267 - -
TOTAL CAPITALIZATION 3,090 3,090 - -
CURRENT LIABILITIES 541 446 106 (11)
DEFERRED CREDITS 1,033 1,035 (1) (1)
TOTAL $4,664 $4,571 $105 $(12)
SOUTH CAROLINA ELECTRIC & GAS COMPANY
CONDENSED CONSOLIDATING BALANCE SHEET
DECEMBER 31, 2000
(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 $3,558 $3,558 $- $-
OTHER PROPERTY AND INVESTMENTS,
NET OF ACCUMULATED DEPRECIATION 21 23 51
(53)
CURRENT ASSETS:
CASH AND TEMPORARY CASH INVESTMENTS 60 60 -
-
OTHER CURRENT ASSETS 343 343 -
-
TOTAL CURRENT ASSETS 403 403 -
-
DEFERRED DEBITS 589 589 -
-
TOTAL $4,571 $4,573 $51 $(53)
SOUTH CAROLINA
ELECTRIC & GAS SOUTH CAROLINA
COMPANY ELECTRIC & GAS SCE&G
CAPITALIZATION & LIABILITIES CONSOLIDATED COMPANY TRUST 1 ELIMINATIONS
STOCKHOLDERS' INVESTMENT:
COMMON EQUITY $1,657 $1,657 $1
$(1)
PREFERRED STOCK (NOT SUBJECT TO PURCHASE OR
SINKING FUNDS) 106 106 - -
TOTAL STOCKHOLDERS' INVESTMENT 1,763 1,763 1
(1)
PREFERRED STOCK (SUBJECT TO PURCHASE OR SINKING FUNDS) 10 10 - -
TRUST-PREFERRED SECURITIES 50 - 50 -
LONG-TERM DEBT, NET 1,267 1,319 -
(52)
TOTAL CAPITALIZATION 3,090 3,092 51
(53)
CURRENT LIABILITIES 446 446 - -
DEFERRED CREDITS 1,035 1,035 -
-
TOTAL $4,571 $4,573 $51
$(53)
PUBLIC SERVICE COMPANY OF NORTH CAROLINA, INCORPORATED
CONDENSED CONSOLIDATING BALANCE SHEET
DECEMBER 31, 2000
(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 $976 $976 $-
OTHER PROPERTY AND INVESTMENTS,
NET OF ACCUMULATED DEPRECIATION 34 34 -
CURRENT ASSETS:
CASH AND TEMPORARY CASH INVESTMENTS 12 12 -
OTHER CURRENT ASSETS 198 185 13
TOTAL CURRENT ASSETS 210 197 13
DEFERRED DEBITS 28 42 (14)
TOTAL $1,248 $1,249 $(1)
PUBLIC SERVICE PUBLIC SERVICE
COMPANY OF COMPANY OF
NORTH NORTH
CAROLINA, CAROLINA,
INCORPORATED INCORPORATED
10-K CONSOLIDATED RECLASSIFICATIONS
CAPITALIZATION & LIABILITIES
STOCKHOLDERS' INVESTMENT:
COMMON EQUITY $712 $756 $(44)
PREFERRED STOCK (NOT SUBJECT TO PURCHASE OR
SINKING FUNDS)
TOTAL STOCKHOLDERS' INVESTMENT 712 756 (44)
PREFERRED STOCK (SUBJECT TO PURCHASE OR SINKING FUNDS)
TRUST-PREFERRED SECURITIES
LONG-TERM DEBT, NET 145 145 -
TOTAL CAPITALIZATION 857 901 (44)
CURRENT LIABILITIES 279 228 51
DEFERRED CREDITS 112 120 (8)
TOTAL $1,248 $1,249 $(1)
PUBLIC SERVICE COMPANY OF NORTH CAROLINA, INCORPORATED
CONDENSED CONSOLIDATING BALANCE SHEET
DECEMBER 31, 2000
(MILLIONS OF DOLLARS)
PUBLIC SERVICE
COMPANY OF PUBLIC SERVICE
NORTH COMPANY OF
CAROLINA, NORTH
INCORPORATED CAROLINA, BLUE PSNC
CONSOLIDATED INCORPORATED RIDGE PRODUCTION
ASSETS
UTILITY PLANT, NET OF ACCUMULATED DEPRECIATION $976 $976 $- $-
OTHER PROPERTY AND INVESTMENTS,
NET OF ACCUMULATED DEPRECIATION 34 - 10 2
CURRENT ASSETS:
CASH AND TEMPORARY CASH INVESTMENTS 12 8 - 4
OTHER CURRENT ASSETS 185 168 - 25
TOTAL CURRENT ASSETS 197 176 - 29
DEFERRED DEBITS 42 41 - 1
TOTAL $1,249 $1,193 $10 $32
PUBLIC SERVICE
COMPANY OF PUBLIC SERVICE
NORTH COMPANY OF
CAROLINA, NORTH
INCORPORATED CAROLINA, BLUE PSNC
CONSOLIDATED INCORPORATED RIDGE PRODUCTION
CAPITALIZATION & LIABILITIES
STOCKHOLDERS' INVESTMENT:
COMMON EQUITY $756 $712 $9 $6
PREFERRED STOCK (NOT SUBJECT TO PURCHASE OR
SINKING FUNDS) - - - -
TOTAL STOCKHOLDERS' INVESTMENT 756 712 9 6
PREFERRED STOCK (SUBJECT TO PURCHASE OR SINKING FUNDS) - - - -
TRUST-PREFERRED SECURITIES - - - -
LONG-TERM DEBT, NET 145 145
TOTAL CAPITALIZATION 901 857 9 6
CURRENT LIABILITIES 228 216 1 26
DEFERRED CREDITS 120 120 - -
TOTAL $1,249 $1,193 $10 $32
PUBLIC SERVICE COMPANY OF NORTH CAROLINA, INCORPORATED
CONDENSED CONSOLIDATING BALANCE SHEET
DECEMBER 31, 2000
(MILLIONS OF DOLLARS)
SONAT CLEAN PSNC
PUBLIC SERVICE ENERGY CARDINAL ELIMINATIONS
ASSETS
UTILITY PLANT, NET OF ACCUMULATED DEPRECIATION $- $- $- $-
OTHER PROPERTY AND INVESTMENTS,
NET OF ACCUMULATED DEPRECIATION - - 22
-
CURRENT ASSETS:
CASH AND TEMPORARY CASH INVESTMENTS - - -
-
OTHER CURRENT ASSETS 35 - -
(43)
TOTAL CURRENT ASSETS 35 - - (43)
DEFERRED DEBITS - - -
-
TOTAL $35 $- $22 $(43)
SONAT CLEAN PSNC
PUBLIC SERVICE ENERGY CARDINAL ELIMINATIONS
CAPITALIZATION & LIABILITIES
STOCKHOLDERS' INVESTMENT:
COMMON EQUITY $8 $- $21 $-
PREFERRED STOCK (NOT SUBJECT TO PURCHASE OR
SINKING FUNDS) - - - -
TOTAL STOCKHOLDERS' INVESTMENT 8 - 21 -
PREFERRED STOCK (SUBJECT TO PURCHASE OR SINKING FUNDS) - - - -
TRUST-PREFERRED SECURITIES - - - -
LONG-TERM DEBT, NET
-
TOTAL CAPITALIZATION 8 - 21 -
CURRENT LIABILITIES 27 - 1
(43)
DEFERRED CREDITS - - -
-
TOTAL $35 $- $22 $(43)
SCANA CORPORATION
CONDENSED CONSOLIDATING STATEMENT OF INCOME AND RETAINED EARNINGS
FOR THE YEAR ENDED DECEMBER 31, 2000
(MILLIONS OF DOLLARS)
SOUTH CAROLINA
SCANA ELECTRIC & GAS SOUTH CAROLINA SOUTH CAROLINA
CORPORATION COMPANY GENERATING FUEL
CONSOLIDATED CONSOLIDATED COMPANY, INC. COMPANY, INC.
OPERATING REVENUES $3,433 $1,669 $100 $218
OPERATING EXPENSES:
OPERATING EXPENSES 2,662 1,054 77 213
DEPRECIATION AND AMORTIZATION 217 158 8 -
TOTAL OPERATING EXPENSES 2,879 1,212 85 213
OPERATING INCOME 554 457 15 5
OTHER INCOME 44 16 - -
INCOME BEFORE INTEREST CHARGES, INCOME
TAXES AND PREFERRED STOCK DIVIDENDS 598 473 15 5
INTEREST CHARGES, NET 225 105 7 5
INCOME BEFORE INCOME TAXES AND MANDATORILY
REDEEMABLE PREFERRED SECURITIES 373 368 8 -
INCOME TAXES 141 133 1 -
INCOME BEFORE MANDATORILY REDEEMABLE
PREFERRED SECURITIES 232 235 7 -
PREFERRED DIVIDEND REQUIREMENT OF COMPANY
--OBLIGATED MANDATORILY REDEEMABLE
PREFERRED SECURITIES 4 4 - -
PREFERRED STOCK CASH DIVIDENDS (7) (7) - -
CUMULATIVE EFFECT OF ACCOUNTING CHANGE,
NET OF TAXES 29 22 - -
NET INCOME $250 $246 $7 $-
RETAINED EARNINGS (ACCUMULATED DEFICIT)
AT BEGINNING OF YEAR $720 $550 $15 $-
COMMON STOCK CASH DIVIDENDS DECLARED 120 147 2 -
OTHER - - - -
RETAINED EARNINGS (ACCUMULATED DEFICIT)
AT END OF YEAR $850 $649 $20 $-
EARNINGS AVAILABLE FOR COMMON STOCK 250 - - -
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING 104.543 - - -
EARNINGS PER SHARE OF COMMON STOCK 2.40 - - -
SCANA CORPORATION
CONDENSED CONSOLIDATING STATEMENT OF INCOME AND RETAINED EARNINGS
FOR THE YEAR ENDED DECEMBER 31, 2000
(MILLIONS OF DOLLARS)
SOUTH CAROLINA SCANA SCANA
PIPELINE CORP. DEVELOPMENT COMMUNICATIONS, PRIMESOUTH, INC.
CONSOLIDATED CORPORATION INC. CONSOLIDATED
OPERATING REVENUES $489 $- $- $-
OPERATING EXPENSES:
OPERATING EXPENSES 454 - - -
DEPRECIATION AND AMORTIZATION 8 - - -
TOTAL OPERATING EXPENSES 462 - - -
OPERATING INCOME 27 - - -
OTHER INCOME 1 - 20 -
INCOME BEFORE INTEREST CHARGES, INCOME
TAXES AND PREFERRED STOCK DIVIDENDS 28 - 20 -
INTEREST CHARGES, NET 5 - 23 1
INCOME BEFORE INCOME TAXES AND MANDATORILY
REDEEMABLE PREFERRED SECURITIES 23 - (3) (1)
INCOME TAXES 8 - (1) (1)
INCOME BEFORE MANDATORILY REDEEMABLE
PREFERRED SECURITIES 15 - (2) -
PREFERRED DIVIDEND REQUIREMENT OF COMPANY
--OBLIGATED MANDATORILY REDEEMABLE
PREFERRED SECURITIES - - - -
PREFERRED STOCK CASH DIVIDENDS - - - -
CUMULATIVE EFFECT OF ACCOUNTING CHANGE,
NET OF TAXES - - - -
NET INCOME $15 $- $(2) $-
RETAINED EARNINGS (ACCUMULATED DEFICIT)
AT BEGINNING OF YEAR $48 $(1) $11 $(8)
COMMON STOCK CASH DIVIDENDS DECLARED 9 - - -
OTHER - - - -
RETAINED EARNINGS (ACCUMULATED DEFICIT)
AT END OF YEAR $54 $(1) $9 $(8)
SCANA CORPORATION
CONDENSED CONSOLIDATING STATEMENT OF INCOME AND RETAINED EARNINGS
FOR THE YEAR ENDED DECEMBER 31, 2000
(MILLIONS OF DOLLARS)
SCANA
SCANA ENERGY SCANA PETROLEUM SCANA PROPANE
MARKETING INC. RESOURCES RESOURCES, INC. GAS, INC.
OPERATING REVENUES $950 $- $- $-
OPERATING EXPENSES:
OPERATING EXPENSES 950 - - -
DEPRECIATION AND AMORTIZATION 1 - - -
TOTAL OPERATING EXPENSES 951 - - -
OPERATING INCOME (1) - - -
OTHER INCOME 4 - - -
INCOME BEFORE INTEREST CHARGES, INCOME
TAXES AND PREFERRED STOCK DIVIDENDS 3 - - -
INTEREST CHARGES, NET 6 - - -
INCOME BEFORE INCOME TAXES AND MANDATORILY
REDEEMABLE PREFERRED SECURITIES (3) - - -
INCOME TAXES (1) - - -
INCOME BEFORE MANDATORILY REDEEMABLE
PREFERRED SECURITIES (2) - - -
PREFERRED DIVIDEND REQUIREMENT OF COMPANY
--OBLIGATED MANDATORILY REDEEMABLE
PREFERRED SECURITIES - - - -
PREFERRED STOCK CASH DIVIDENDS - - - -
CUMULATIVE EFFECT OF ACCOUNTING CHANGE,
NET OF TAXES - - - -
NET INCOME $(2) $- $- $-
RETAINED EARNINGS (ACCUMULATED DEFICIT)
AT BEGINNING OF YEAR $(67) $(3) $(94) $7
COMMON STOCK CASH DIVIDENDS DECLARED - - - -
OTHER - - - (18)
RETAINED EARNINGS (ACCUMULATED DEFICIT)
AT END OF YEAR $(69) $(3) $(94) $(11)
SCANA CORPORATION
CONDENSED CONSOLIDATING STATEMENT OF INCOME AND RETAINED EARNINGS
FOR THE YEAR ENDED DECEMBER 31, 2000
(MILLIONS OF DOLLARS)
SCANA PROPANE SCANA SCANA
SERVICECARE, INC. STORAGE, INC. CORPORATION SERVICES, INC.
OPERATING REVENUES $- $- $- $175
OPERATING EXPENSES:
OPERATING EXPENSES - - - 170
DEPRECIATION AND AMORTIZATION
TOTAL OPERATING EXPENSES - - - 170
OPERATING INCOME - - - 5
OTHER INCOME (4) - 324 (5)
INCOME BEFORE INTEREST CHARGES, INCOME
TAXES AND PREFERRED STOCK DIVIDENDS (4) - 324 -
INTEREST CHARGES, NET 2 - 94 -
INCOME BEFORE INCOME TAXES AND MANDATORILY
REDEEMABLE PREFERRED SECURITIES (6) - 230 -
INCOME TAXES (2) - (20) -
INCOME BEFORE MANDATORILY REDEEMABLE
PREFERRED SECURITIES (4) - 250 -
PREFERRED DIVIDEND REQUIREMENT OF COMPANY
--OBLIGATED MANDATORILY REDEEMABLE
PREFERRED SECURITIES - - - -
PREFERRED STOCK CASH DIVIDENDS - - - -
CUMULATIVE EFFECT OF ACCOUNTING CHANGE,
NET OF TAXES - - - -
NET INCOME $(4) $- $250 $-
RETAINED EARNINGS (ACCUMULATED DEFICIT)
AT BEGINNING OF YEAR $(6) $25 $720 $-
COMMON STOCK CASH DIVIDENDS DECLARED - - - -
OTHER - (25) (120) -
RETAINED EARNINGS (ACCUMULATED DEFICIT)
AT END OF YEAR $(10) $- $850 $-
SCANA CORPORATION
CONDENSED CONSOLIDATING STATEMENT OF INCOME AND RETAINED EARNINGS
FOR THE YEAR ENDED DECEMBER 31, 2000
(MILLIONS OF DOLLARS)
PUBLIC SERVICE
COMPANY OF NORTH
CAROLINA, INCORPORATED ELIMINATIONS
OPERATING REVENUES $547 $(715)
OPERATING EXPENSES:
OPERATING EXPENSES 448 (704)
DEPRECIATION AND AMORTIZATION 42 -
TOTAL OPERATING EXPENSES 490 (704)
OPERATING INCOME 57 (11)
OTHER INCOME 8 (320)
INCOME BEFORE INTEREST CHARGES, INCOME
TAXES AND PREFERRED STOCK DIVIDENDS 65 (331)
INTEREST CHARGES, NET 20 (43)
INCOME BEFORE INCOME TAXES AND MANDATORILY
REDEEMABLE PREFERRED SECURITIES 45 (288)
INCOME TAXES 24 -
INCOME BEFORE MANDATORILY REDEEMABLE
PREFERRED SECURITIES 21 (288)
PREFERRED DIVIDEND REQUIREMENT OF COMPANY
--OBLIGATED MANDATORILY REDEEMABLE
PREFERRED SECURITIES - -
PREFERRED STOCK CASH DIVIDENDS - -
CUMULATIVE EFFECT OF ACCOUNTING CHANGE,
NET OF TAXES 7 -
NET INCOME $28 $(288)
RETAINED EARNINGS (ACCUMULATED DEFICIT)
AT BEGINNING OF YEAR $- $(477)
COMMON STOCK CASH DIVIDENDS DECLARED 19 (57)
OTHER - 163
RETAINED EARNINGS (ACCUMULATED DEFICIT)
AT END OF YEAR $9 $(545)
SOUTH CAROLINA ELECTRIC & GAS COMPANY
CONDENSED CONSOLIDATING STATEMENT OF INCOME AND RETAINED EARNINGS
FOR THE YEAR ENDED DECEMBER 31, 2000
(MILLIONS OF DOLLARS)
SOUTH CAROLINA SOUTH CAROLINA
ELECTRIC & GAS ELECTRIC & GAS SOUTH CAROLINA
COMPANY COMPANY FUEL
10-K CONSOLIDATED COMPANY, INC. ELIMINATIONS
OPERATING REVENUES $1,669 $1,669 $218 $(218)
OPERATING EXPENSES:
OPERATING EXPENSES 1,054 1,054 213 (213)
DEPRECIATION AND AMORTIZATION 158 158
TOTAL OPERATING EXPENSES 1,212 1,212 213 (213)
OPERATING INCOME 457 457 5 (5)
OTHER INCOME 16 16 - -
INCOME BEFORE INTEREST CHARGES, INCOME
TAXES AND PREFERRED STOCK DIVIDENDS 473 473 5 (5)
INTEREST CHARGES, NET 105 105 5 (5)
INCOME BEFORE INCOME TAXES AND MANDATORILY
REDEEMABLE PREFERRED SECURITIES 368 368 - -
INCOME TAXES 133 133 - -
INCOME BEFORE MANDATORILY REDEEMABLE
PREFERRED SECURITIES 235 235 - -
PREFERRED DIVIDEND REQUIREMENT OF COMPANY
--OBLIGATED MANDATORILY REDEEMABLE
PREFERRED SECURITIES 4 4 - -
PREFERRED STOCK CASH DIVIDENDS (7) (7) - -
CUMULATIVE EFFECT OF ACCOUNTING CHANGE,
NET OF TAXES 22 22 - -
NET INCOME $246 $246 $- $-
RETAINED EARNINGS AT BEGINNING OF YEAR $550 $550 - -
COMMON STOCK CASH DIVIDENDS DECLARED 147 147 - -
OTHER - - - -
RETAINED EARNINGS AT END OF YEAR $649 $649 $- $-
SOUTH CAROLINA ELECTRIC & GAS COMPANY
CONDENSED CONSOLIDATING STATEMENT OF INCOME AND RETAINED EARNINGS
FOR THE YEAR ENDED DECEMBER 31, 2000
(MILLIONS OF DOLLARS)
SOUTH CAROLINA
ELECTRIC & GAS SOUTH CAROLINA
COMPANY ELECTRIC & GAS SCE&G
CONSOLIDATED COMPANY TRUST 1 ELIMINATIONS
OPERATING REVENUES $1,669 $1,669 $- $-
OPERATING EXPENSES:
OPERATING EXPENSES 1,054 1,054 - -
DEPRECIATION AND AMORTIZATION 158 158 - -
TOTAL OPERATING EXPENSES 1,212 1,212 - -
OPERATING INCOME 457 457 - -
OTHER INCOME 16 18 4 (6)
INCOME BEFORE INTEREST CHARGES, INCOME
TAXES AND PREFERRED STOCK DIVIDENDS 473 475 4 (6)
INTEREST CHARGES, NET 105 110 - (5)
INCOME BEFORE INCOME TAXES AND MANDATORILY
REDEEMABLE PREFERRED SECURITIES 368 365 4 (1)
INCOME TAXES 133 133 - -
INCOME BEFORE MANDATORILY REDEEMABLE
PREFERRED SECURITIES 235 232 4 (1)
PREFERRED DIVIDEND REQUIREMENT OF COMPANY
--OBLIGATED MANDATORILY REDEEMABLE
PREFERRED SECURITIES 4 - 4 -
PREFERRED STOCK CASH DIVIDENDS (7) (7) - -
CUMULATIVE EFFECT OF ACCOUNTING CHANGE,
NET OF TAXES 22 22 - -
NET INCOME $246 $247 $- $(1)
RETAINED EARNINGS AT BEGINNING OF YEAR $550 $549 $- $1
COMMON STOCK CASH DIVIDENDS DECLARED 147 147 - -
OTHER - - - -
RETAINED EARNINGS AT END OF YEAR $649 $649 $- $-
PUBLIC SERVICE COMPANY OF NORTH CAROLINA, INCORPORATED
CONDENSED CONSOLIDATING STATEMENT OF INCOME AND RETAINED EARNINGS
FOR THE YEAR ENDED DECEMBER 31, 2000
(MILLIONS OF DOLLARS)
PUBLIC SERVICE
COMPANY OF PUBLIC SERVICE
NORTH COMPANY OF
CAROLINA, NORTH
INCORPORATED CAROLINA, BLUE PSNC
CONSOLIDATED INCORPORATED RIDGE PRODUCTION
OPERATING REVENUES $547 $406 $- $-
OPERATING EXPENSES:
OPERATING EXPENSES 448 310 - -
DEPRECIATION AND AMORTIZATION 42 42 - -
TOTAL OPERATING EXPENSES 490 352 - -
OPERATING INCOME 57 54 - -
OTHER INCOME 8 3 2 1
INCOME BEFORE INTEREST CHARGES, INCOME
TAXES AND PREFERRED STOCK DIVIDENDS 65 57 2 1
INTEREST CHARGES, NET 20 20 - -
INCOME BEFORE INCOME TAXES AND MANDATORILY
REDEEMABLE PREFERRED SECURITIES 45 37 2 1
INCOME TAXES 24 21 - -
INCOME BEFORE MANDATORILY REDEEMABLE
PREFERRED SECURITIES 21 16 2 1
PREFERRED DIVIDEND REQUIREMENT OF COMPANY
--OBLIGATED MANDATORILY REDEEMABLE
PREFERRED SECURITIES - - - -
PREFERRED STOCK CASH DIVIDENDS - - - -
CUMULATIVE EFFECT OF ACCOUNTING CHANGE,
NET OF TAXES 7 7 - -
NET INCOME $28 $23 $2 $1
RETAINED EARNINGS (ACCUMULATED DEFICIT)
AT BEGINNING OF YEAR $73 $34 $7 $5
COMMON STOCK CASH DIVIDENDS DECLARED 19 19 - -
OTHER (73) (73) - -
RETAINED EARNINGS (ACCUMULATED DEFICIT)
AT END OF YEAR $9 $(35) $9 $6
PUBLIC SERVICE COMPANY OF NORTH CAROLINA, INCORPORATED
CONDENSED CONSOLIDATING STATEMENT OF INCOME AND RETAINED EARNINGS
FOR THE YEAR ENDED DECEMBER 31, 2000
(MILLIONS OF DOLLARS)
SONAT CLEAN PSNC
PUBLIC SERVICE ENERGY CARDINAL ELIMINATIONS
OPERATING REVENUES $141 $- $- $-
OPERATING EXPENSES:
OPERATING EXPENSES 138 - - -
DEPRECIATION AND AMORTIZATION - - - -
TOTAL OPERATING EXPENSES 138 - - -
OPERATING INCOME 3 - - -
OTHER INCOME - - 4 (2)
INCOME BEFORE INTEREST CHARGES, INCOME
TAXES AND PREFERRED STOCK DIVIDENDS 3 - 4 (2)
INTEREST CHARGES, NET
INCOME BEFORE INCOME TAXES AND MANDATORILY
REDEEMABLE PREFERRED SECURITIES 3 - 4 (2)
INCOME TAXES 1 - 2 -
INCOME BEFORE MANDATORILY REDEEMABLE
PREFERRED SECURITIES 2 - 2 (2)
PREFERRED DIVIDEND REQUIREMENT OF COMPANY
--OBLIGATED MANDATORILY REDEEMABLE
PREFERRED SECURITIES - - - -
PREFERRED STOCK CASH DIVIDENDS - - - -
CUMULATIVE EFFECT OF ACCOUNTING CHANGE,
NET OF TAXES - - - -
NET INCOME $2 $- $2 $(2)
RETAINED EARNINGS (ACCUMULATED DEFICIT)
AT BEGINNING OF YEAR $6 $- $19 $2
COMMON STOCK CASH DIVIDENDS DECLARED - - - -
OTHER - - - -
RETAINED EARNINGS (ACCUMULATED DEFICIT)
AT END OF YEAR $8 $- $21 $-
SCANA CORPORATION
CONSOLIDATING STATEMENT OF CASH FLOWS
For the Year Ended December 31, 2000 SOUTH PUBLIC SERVICE
SCANA CAROLINA COMPANY OF
CORPORATION ELECTRIC & GAS NORTH CAROLINA,
UNCONSOLIDATED COMPANY INCORPORATED
(Millions of dollars)
Cash Flows From Operating Activities:
Net income $250 $246 $28
Adjustments to reconcile net income to net cash provided
from
operating activities:
Cumulative effect of accounting change, net of taxes - (22) (7)
Earnings on equity and subsidiary investments (286) - -
Subsidiary preferred stock dividend - 7 -
Gain on sale of assets - (3) -
Depreciation and amortization - 159 47
Amortization of nuclear fuel - 16 -
Allowance for funds used during construction - (6) -
Over (under) collection, fuel adjustment clause - (42) 9
Changes in certain assets and liabilities:
(Increase) decrease in receivables 1 (56) (77)
(Increase) decrease in pension asset - (43) -
(Increase) decrease in other regulatory assets - 15 -
(Increase) decrease inventories - 8 (3)
Increase (decrease) in deferred income taxes, net (1) 60 9
Increase (decrease) in postretirement benefits - 15 1
Increase (decrease) in other regulatory liabilities - 6 5
Increase (decrease) in accounts payable (5) 50 78
Increase (decrease) in taxes accrued (2) (23) -
Other, net 36 (8) (14)
-------------------------------------------------------------- -------------------- ------------------ ---------------------
Net Cash Provided From Operating Activities (7) 379 76
-------------------------------------------------------------- -------------------- ------------------ ---------------------
Cash Flows From Investing Activities:
Utility property additions and construction expenditures,
net of
AFC - (277) (39)
Purchase of nonutility property (2) (1) -
Purchase of subsidiary (213) - -
Proceed from sale of nonutility property - 2 5
(Increase) decrease in nonutility property and investments 22 (1) (1)
(Increase) decrease in affiliate receivables (175) - -
Dividend payments - common stock of subsidiaries 159 (126) (21)
-------------------------------------------------------------- -------------------- ------------------ ---------------------
Net Cash Used For Investing Activities (209) (403) (56)
-------------------------------------------------------------- -------------------- ------------------ ---------------------
Cash Flows From Financing Activities:
Proceeds:
Issuance of First Mortgage Bonds - 148 -
Issuance of Bank notes 998 - -
Repayment and repurchases:
Bank Notes (170) (4) -
Mortgage Bonds - (100) (9)
Common stock (488) - -
Preferred stock - (1) -
Dividend payments:
Common Stock (119) (5) -
Preferred stock - (7) -
Short-term borrowings, net 32 (25) (13)
Fuel financings, net
-------------------------------------------------------------- -------------------- ------------------ ---------------------
Net Cash Provided From (Used For) Financing Activities 253 6 (22)
-------------------------------------------------------------- -------------------- ------------------ ---------------------
Net Increase (Decrease) in Cash and Temporary Cash
Investments 37 (18) (2)
Cash and Temporary Cash Investments, January 1 16 78 9
-------------------------------------------------------------- -------------------- ------------------ ---------------------
Cash and Temporary Cash Investments, December 31 $53 $60 $7
============================================================== ==================== ================== =====================
SCANA CORPORATION
CONSOLIDATING STATEMENT OF CASH FLOWS
For the Year Ended December 31, 2000 ALL OTHERS SCANA
SCANA SERVICES, AND CORPORATION
INC. ELIMINATIONS CONSOLIDATED
(Millions of dollars)
Cash Flows From Operating Activities:
Net income $- $(274) $250
Adjustments to reconcile net income to net cash provided
from
operating activities:
Cumulative effect of accounting change, net of taxes - - (29)
Earnings on equity and subsidiary investments - 289 3
Subsidiary preferred stock dividend - - 7
Gain on sale of assets - (3) (3)
Depreciation and amortization 2 19 227
Amortization of nuclear fuel - - 16
Allowance for funds used during construction - (3) (9)
Over (under) collection, fuel adjustment clause - - (33)
Changes in certain assets and liabilities:
(Increase) decrease in receivables (4) (127) (263)
(Increase) decrease in pension asset - - (43)
(Increase) decrease in other regulatory assets - (11) 4
(Increase) decrease inventories - (2) 3
Increase (decrease) in deferred income taxes, net - (7) 61
Increase (decrease) in postretirement benefits - (1) 15
Increase (decrease) in other regulatory liabilities - - 11
Increase (decrease) in accounts payable 8 26 157
Increase (decrease) in taxes accrued - (30) (55)
Other, net 21 40 72
------------------------------------------------------------- ------------------- ---------------- ------------------
Net Cash Provided From Operating Activities 27 (84) 391
------------------------------------------------------------- ------------------- ---------------- ------------------
Cash Flows From Investing Activities:
Utility property additions and construction expenditures,
net of
AFC - (18) (334)
Purchase of nonutility property (18) (6) (27)
Purchase of subsidiary - 1 (212)
Proceed from sale of nonutility property - 1 8
(Increase) decrease in nonutility property and investments - (40) (20)
(Increase) decrease in affiliate receivables - 175 -
Dividend payments - common stock of subsidiaries - - -
------------------------------------------------------------- ------------------- ---------------- ------------------
Net Cash Used For Investing Activities (18) 101 (585)
------------------------------------------------------------- ------------------- ---------------- ------------------
Cash Flows From Financing Activities:
Proceeds:
Issuance of First Mortgage Bonds - - 148
Issuance of Bank notes - - 998
Repayment and repurchases: - - -
Bank Notes - (1) (175)
Mortgage Bonds - 1 (108)
Common stock - - (488)
Preferred stock - - (1)
Dividend payments:
Common Stock - - (124)
Preferred stock - - (7)
Short-term borrowings, net - - (6)
Fuel financings, net
------------------------------------------------------------- ------------------- ---------------- ------------------
Net Cash Provided From (Used For) Financing Activities - -
------------------------------------------------------------- ------------------- ---------------- ------------------
Net Increase (Decrease) in Cash and Temporary Cash
Investments 9 17 43
Cash and Temporary Cash Investments, January 1 - 13 116
------------------------------------------------------------- ------------------- ---------------- ------------------
Cash and Temporary Cash Investments, December 31 $9 $30 $159
============================================================= =================== ================ ==================
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
By:
-----------------------------------------------------
(Signature and printed name and title of signing officer)
Date: April 30, 2001
------------------------------
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, 2000 for SCANA
Corporation (filed March 27, 2001 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, 2000 for South
Carolina Electric & Gas Company (filed March 27, 2001 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, 2000 for Public
Service Company of North Carolina, Incorporated (filed March 27, 2001 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 herewith)
B-26 By-Laws of SCFC as amended and restated on February 22, 2001 (Filed
herewith)
B-27 By-Laws of SCPC as amended and restated on February 22, 2001 (Filed
herewith)
B-28 By-Laws of SEMI as amended and restated on February 22, 2001 (Filed
herewith)
B-29 By-Laws of SCANA Services, Inc. as amended and restated on February
22, 2001 (Filed herewith)
B-30 By-Laws of SCI as amended and restated on February 22, 2001 (Filed
herewith)
B-31 By-Laws of PSI as amended and restated on February 22, 2001 (Filed
herewith)
B-32 By-Laws of Palmark, Inc., as amended and restated on February 22,
2001 (Filed herewith)
B-33 By-Laws of SR as amended and restated on February 22, 2001 (Filed
herewith)
B-34 By-Laws of ServiceCare, Inc. as amended and restated on February 22,
2001 (Filed herewith)
B-35 By-Laws of SDC as amended and restated on February 22, 2001
(Filed herewith)
B-36 Articles of Incorporation of SDC (formerly Energy Subsidiary, Inc.)
dated November 15, 1968 (Filed under cover of Form SE)
B-37 Articles of Amendment of SDC, dated December 10, 1984 (Filed under
cover of Form SE)
B-38 Articles of Amendment of SDC, dated August 26, 1993 (Filed under
cover of Form SE)
B-39 Articles of Incorporation of ServiceCare, Inc., dated September 20,
1994 (Filed under cover of Form SE)
B-40 Articles of Incorporation of SEMI (formerly Carotane, Inc.), dated
August 22, 1977 (Filed under cover of Form SE)
B-41 Articles of Incorporation of SEMI, dated June 30, 1987 (Filed under
cover of Form SE)
B-42 Articles of Amendment of SEMI, dated September 19, 1988 (Filed under
cover of Form SE)
B-43 Articles of Merger of SEMI, dated March 1, 1988 (Filed under cover
of Form SE)
B-44 Articles of Merger of SEMI, dated December 22, 1989 (Filed under
cover of Form SE)
B-45 Articles of Amendment of SEMI, dated December 13, 1995 (Filed under
cover of Form SE)
B-46 Articles of Incorporation of SCANA Services, Inc. (formerly SCANA
Service Company), dated December 14, 1999 (Filed under cover of
Form SE)
B-47 Articles of Amendment of SCANA Services, Inc., dated February 23,
2000 (Filed under cover of Form SE)
B-48 Articles of Incorporation of GENCO, dated October 1, 1984 (Filed
under cover of Form SE)
B-49 Articles of Incorporation of SCI (formerly MPX Systems, Inc.), dated
October 1, 1984 (Filed under cover of Form SE)
B-50 Articles of Amendment of SCI, dated May 1, 1996 (Filed under cover
of Form SE)
B-51 Articles of Incorporation of PSI, dated August 25, 1986 (Filed under
cover of Form SE)
B-52 Restated Articles of Incorporation of PSI, dated February 5, 1990
(Filed under cover of Form SE)
B-53 Articles of Incorporation of SCPC (formerly CPC, Inc.), dated
September 9, 1977 (Filed under cover of Form SE)
B-54 Articles of Amendment of SCPC, dated November 9, 1977 (Filed under
cover of Form SE)
B-55 Articles of Amendment of SCPC, dated May 27, 1982 (Filed under cover
of Form SE)
B-56 Articles of Amendment of SCPC, dated December 10, 1984 (Filed under
cover of Form SE)
B-57 Articles of Merger of SCPC, dated March 1, 1988 (Filed under cover
of Form SE)
B-58 Articles of Merger of SCPC, dated December 17, 1997 (Filed under
cover of Form SE)
B-59 Articles of Incorporation of SCFC, dated August 18, 1987 (Filed
under cover of Form SE)
B-60 Articles of Incorporation of SR (formerly SCANA Capital Resources,
Inc.), dated September 8, 1987 (Filed under cover of Form SE)
B-61 Articles of Amendment of SR, dated June 23, 1995 (Filed under cover
of Form SE)
B-62 Articles of Incorporation of PSNC Cardinal Pipeline Company, dated
December 1, 1995 (Filed under cover of Form SE)
B-63 By-Laws of PSNC Cardinal Pipeline Company as of December 1, 1995
(Filed under cover of Form SE)
B-64 Articles of Amendment of Clean Energy Enterprises, Inc. (formerly
Tar Heel Energy Corporation), dated January 14, 1991 (Filed under
cover of Form SE)
B-65 Articles of Amendment of Clean Energy Enterprises, Inc., dated
December 30, 1994 (Filed under cover of Form SE)
B-66 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)
B-67 Articles of Incorporation of PSNC Blue Ridge Corporation, dated
August 31, 1992 (Filed under cover of Form SE)
B-68 By-Laws of PSNC Blue Ridge Corporation as of September 2, 1992
(Filed under cover of Form SE)
B-69 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-70 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-71 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-72 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-73 Agreement of Limited Partnership of South Carolina Coaltech No.1 LP,
dated April 7, 2000 (Filed
herewith)
B-74 Articles of Incorporation of PSNC Production Corporation, dated
January 28, 1981 (Filed under cover of Form SE)
B-75 Articles of Amendment of PSNC Production Corporation, dated January
14, 1991 (Filed under cover of Form SE)
B-76 By-laws of PSNC Production Corporation, dated January 28, 1981
(Filed under cover of Form SE)
B-77 Articles of Organization of Pine Needle LNG Company, LLC, dated
July 28, 1995 (Filed under cover of Form SE)
B-78 Articles of Organization of Cardinal Pipeline Company LLC (formerly
Cardinal Extension Company, LLC) , dated December 6, 1995 (Filed
under cover of Form SE)
B-79 Operating Agreement of FRC, LLC dated August 30, 1999 (Filed under
cover of Form SE)
B-80 Operating Agreement of SCANA Energy Trading, LLC, dated June 1, 1998
(Filed under cover of Form SE)
B-81 Limited Liability Company Agreement of Palmetto Lime, LLC, dated
August 26, 1996 (Filed under cover of Form SE)
B-82 Third Restated Certificate of Incorporation of Powertel, Inc.
(formerly InterCel, Inc.), dated June 6, 1996 (Filed as Exhibit
10(yy) to Powertel's Form 10-Q for the quarter ended September 30,
1996 and incorporated by reference herein)
B-83 Certificate of Amendment of Restated Certificate of Incorporation of
Powertel, Inc. dated June 23, 1997 (Filed as Exhibit 10(b) to
Powertel's Form 8-K filed July 1, 1997 and incorporated by
reference herein)
B-84 Certificate of Amendment of the Third Restated Certificate of
Incorporation of Powertel, Inc. as filed on June 16, 2000 with the
Secretary of State of the State of Delaware (Filed as Exhibit 3(i)
to Powertel's Form 10-Q for the quarter ended June 30, 2000 and
incorporated by reference herein)
B-85 Restated By-laws of Powertel, Inc. (formerly InterCel, Inc.) (Filed
as Exhibit 3(b) to Registration Statement No. 33-72734 and
incorporated by reference herein)
B-86 Amended and Restated Certificate of Incorporation of SOLO Energy
Corporation, dated February 16, 1999 (Filed under cover of Form SE)
B-87 Certificate of Formation of Cogen South LLC, dated February 6, 1996
(Filed under cover of Form SE)
B-88 Limited Liability Agreement of Cogen South LLC, dated June 1, 1996
(Filed under cover of Form SE)
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; SOLO Energy Corporation; FRC, LLC; Palmetto Lime, LLC;
Pine Needle LNG Company, LLC and Cardinal Pipeline Company, LLC.
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 September 15, 1988, with
respect to $25 million of 10% Senior Debentures due October 1, 2003
(Filed as Exhibit 4.01 to Registration Statement No.
333-45206 and incorporated by reference herein)
C-14 Amendment to Debenture Purchase Agreement dated as of September 15,
1988, between PSNC and Southland Life Insurance Company (Filed as
Exhibit 4.02 to Registration Statement No. 333-45206 and
incorporated by reference herein)
C-15 Amendment to Debenture Purchase Agreement dated as of September 15,
1988, between PSNC and Jefferson-Pilot Life Insurance Company (Filed
as Exhibit 4.03 to Registration Statement No.
333-45206 and incorporated by reference herein)
C-16 Amendment to Debenture Purchase Agreement dated as of September 15,
1988, between PSNC and The Franklin Life Insurance Company (Filed
as Exhibit 4.04 to Registration Statement No. 333-45206 and
incorporated by reference herein)
C-17 Amendment to Debenture Purchase Agreement dated as of September 15,
1988, between PSNC and Columbus Life Insurance Company (Filed as
Exhibit 4.05 to Form 10-Q for the quarter ended September 30, 2000
and incorporated by reference herein)
-----------
C-18 Amendment to Debenture Purchase Agreement dated as of September 15,
1988, between PSNC and Salkeld & Company (Filed as Exhibit 4.06 to
Form 10-Q for the quarter ended September 30, 2000 and incorporated
by reference herein)
-----------
C-19 Amendment to Debenture Purchase Agreement dated as of September 15,
1988, between PSNC and UMB Bank (Filed as Exhibit 4.07 to Form 10-Q
for the quarter ended September 30, 2000 and incorporated by
reference herein)
-----------
C-20 Debenture Purchase Agreement, dated as of December 5, 1989, 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-21 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-22 Debenture Purchase Agreement, dated as of June 25, 1992, 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-23 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-24 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-25 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-26 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-27 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
ATTEST: CANA Service Company
-------------------------- ------------------------------
L. M. Williams, Secretary 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: Service Care, 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 to the Securities and Exchange Commission, filed pursuant to
the Public Utility Holding Company Act of 1935, for the year ended December 31,
2000, of our report dated February 7, 2001 (February 16, 2001 as to Note 15),
included in the Annual Report on Form 10-K to the Securities and Exchange
Commission of SCANA Corporation and its subsidiaries for the year ended December
31, 2000.
DELOITTE & TOUCHE
Columbia, South Carolina
April 27, 2001
SOUTH CAROLINA ELECTRIC & GAS COMPANY
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this SCANA Corporation Annual
Report on Form U5S to the Securities and Exchange Commission, filed pursuant to
the Public Utility Holding Company Act of 1935, for the year ended December 31,
2000, of our report dated February 7, 2001, included in the Annual Report on
Form 10-K to the Securities and Exchange Commission of South Carolina Electric
and Gas Company and its subsidiaries for the year ended December 31, 2000.
DELOITTE & TOUCHE
Columbia, South Carolina
April 27, 2001
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 to the Securities and Exchange Commission, filed pursuant to
the Public Utility Holding Company Act of 1935, for the year ended December 31,
2000, of our report dated February 7, 2001 (February 16, 2001 as to Note 15),
included in the Annual Report on Form 10-K to the Securities and Exchange
Commission of Public Service Company of North Carolina, Incorporated and its
subsidiaries for the year ended December 31, 2000.
DELOITTE & TOUCHE
Columbia, South Carolina
April 27, 2001
EXHIBIT G
None
EXHIBIT H
None