U5S 1 u5sfile.txt FROM U5S 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