-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EZs7WTueA0DmxG++lWvGRc9EYV5c8QD5CFOS9mfekCVGaakCEONtB0n93aLplnSZ JjqXte5+c5Kr5kEhGagCSg== 0000754737-03-000012.txt : 20030416 0000754737-03-000012.hdr.sgml : 20030416 20030416161301 ACCESSION NUMBER: 0000754737-03-000012 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20021231 FILED AS OF DATE: 20030416 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SCANA CORP CENTRAL INDEX KEY: 0000754737 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC & OTHER SERVICES COMBINED [4931] IRS NUMBER: 570784499 STATE OF INCORPORATION: SC FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-08809 FILM NUMBER: 03652744 BUSINESS ADDRESS: STREET 1: 1426 MAIN ST STREET 2: MAIL CODE - 051 CITY: COLUMBIA STATE: SC ZIP: 29201 BUSINESS PHONE: 8032179000 MAIL ADDRESS: STREET 1: 1426 MAIN STREET STREET 2: MAIL CODE - 051 CITY: COLUMBIA STATE: SC ZIP: 29218 10-K/A 1 form10ka.txt FORM 10-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Amendment No. 1 FORM 10-K/A (Mark One) (X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2002 ----------------- OR ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 1-8809 SCANA CORPORATION (Exact name of registrant as specified in its charter) SOUTH CAROLINA 57-0784499 - -------------------------------------------------------------------------------- (State or other jurisdiction of (IRS employer incorporation or organization) identification no.) 1426 MAIN STREET, COLUMBIA, SOUTH CAROLINA 29201 - ------------------------------------------------------------------------------- (Address of principal executive offices) (Zip code) Registrant's telephone number, including area code (803) 217-9000 --------------- Securities registered pursuant to 12(b) of the Act: Title of each class Name of each exchange on which registered ------------------- ------------------------------------------ Common Stock, without par value New York Stock Exchange Securities registered pursuant to 12(g) of the Act: None - -------------------------------------------------------------------------------- (Title of class) Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ] The aggregate market value of voting stock held by non-affiliates of SCANA Corporation was $3.2 billion at June 28, 2002, based on a price of $30.87. The total number of shares outstanding at February 28, 2003 was 110,832,747. DOCUMENTS INCORPORATED BY REFERENCE: Specified sections of the Registrant's 2003 Proxy Statement, dated March 17, 2003, in connection with its 2003 Annual Meeting of Stockholders, are incorporated by reference in Part III hereof. The undersigned registrant hereby amends the following items, financial statements, exhibits or other portions of its Annual Report on Form 10-K for the year ended December 31, 2002, as set forth in the pages attached hereto: Item 8: Financial Statements and Supplementary Data The above item has been amended to include the Financial Statements and Supplemental Schedules for the Company's Stock Purchase-Savings Plan and the Independent Auditors' Report thereon. Item 14: Exhibits, Financial Statement Schedules and Reports on Form 8-K The above item has been amended to include the Financial Statements and Supplemental Schedules for the Company's Stock Purchase-Savings Plan and the Independent Auditors' Report thereon and Consent to the incorporation of such report in the Company's registration statements under the Securities Act of 1933, as amended. PART II ITEM 8: FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA TABLE OF CONTENTS OF CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY FINANCIAL DATA *Independent Auditors' Report Consolidated Financial Statements: *Consolidated Balance Sheets as of December 31, 2002 and 2001 *Consolidated Statements of Operations for the years ended December 31, 2002, 2001 and 2000 *Consolidated Statements of Cash Flows for the years ended December 31, 2002, 2001 and 2000 *Consolidated Statements of Capitalization as of December 31, 2002 and 2001 *Consolidated Statements of Comprehensive Income (Loss) and Changes in Common Equity for the years ended December 31, 2002, 2001 and 2000. *Notes to Consolidated Financial Statements Stock Purchase-Savings Plan: Page ---- **Independent Auditors' Report................................... 4 **Financial Statements and Notes thereto......................... 5 **Supplemental Schedules......................................... 10 * Previously filed with Form 10-K. ** Filed herein. PART IV Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K (a) Documents filed as a part of this report: (1) Financial Statements and Schedules: See above for amended Table of Contents of Consolidated Financial Statements and Supplementary Financial Data of the Company's Annual Report on Form 10-K. *Schedule II - Valuation and Qualifying Accounts for the years ended December 31, 2002, 2001 and 2000 (2) Exhibits: Exhibits required to be filed with this Annual Report on Form 10-K are listed in the following Exhibit Index. Certain of such exhibits which have heretofore been filed with the Securities and Exchange Commission and which are designated by reference to their exhibit numbers in prior filings are incorporated herein by reference and made a part hereof. ** The Consent of the Independent Auditors (Exhibit 23.04) is filed herein. As permitted under Item 601(b)(4)(iii), instruments defining the rights of holders of long-term debt of less than $400,000,000, or 10 percent of the total consolidated assets of the Company and its subsidiaries, have been omitted and the Company agrees to furnish a copy of such instruments to the Commission upon request. (b) Reports on Form 8-K during the fourth quarter of 2002 were as follows: SCANA Corporation: Date of report: October 9, 2002 Item reported: Item 5 * Previously filed with Form 10-K. ** Filed herein. INDEPENDENT AUDITORS' REPORT SCANA CORPORATION STOCK PURCHASE-SAVINGS PLAN: We have audited the accompanying Statements of Financial Position of the SCANA Corporation Stock Purchase-Savings Plan (the "Plan") as of December 31, 2002 and 2001, and the related Statements of Changes in Participants' Equity for each of the three years in the period ended December 31, 2002. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the Plan's management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, such financial statements present fairly, in all material respects, the financial position of the Plan as of December 31, 2002 and 2001 and the changes in participants' equity for each of the three years in the period ended December 31, 2002 in conformity with accounting principles generally accepted in the United States of America. Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules of (1) assets held for investment purposes as of December 31, 2002 and (2) reportable transactions for the year ended December 31, 2002 are presented for the purpose of additional analysis and are not a required part of the basic financial statements, but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. These schedules are the responsibility of the Plan's management. Such schedules have been subjected to the auditing procedures applied in our audit of the basic 2002 financial statements and, in our opinion, are fairly stated in all material respects when considered in relation to the basic financial statements taken as a whole. s/Deloitte & Touche LLP Columbia, South Carolina March 31, 2003 SCANA CORPORATION STOCK PURCHASE-SAVINGS PLAN STATEMENTS OF FINANCIAL POSITION As of December 31, 2002 and 2001 (Thousands of Dollars) - ------------------------------------------------------------- ----------------- 2002 2001 - ------------------------------------------------------------- ----------------- Assets: Investments at Fair Value: SCANA Corporation - Shares of common stock (cost - $251,113 and $241,427 respectively) $315,398 $279,295 Common or Collective Trust Funds: IRT Growth and Income Fund 2,438 3,093 IRT Maximum Appreciation Fund 576 476 IRT Intermediate Return Fund 394 330 IRT Stable Value Fund 9,253 5,972 IRT 500 Index Fund 6,166 6,481 Mutual Funds: American Century Income & Growth Fund 1,377 1,276 AmSouth Large Cap "A" Fund 3,037 - Berger Small Cap Value Fund 2,894 1,550 Dodge & Cox Common Stock Fund 1,139 - EuroPacific Growth Fund 1,501 1,338 MAS Mid Cap Value Fund 1,001 921 MFS Mid Cap Growth Fund 2,240 3,841 Pimco Total Return Fund 5,217 2,938 Invesco Blue Chip Growth Fund - 6,925 Invesco Small Company Growth Fund 2,117 2,169 Other 35 377 Loans to Participants (Note 2) 14,393 12,870 --------- ----------------- Total Investments, at Fair Value 369,176 329,852 --------- ----------------- Receivables: Contributions Receivable 1,121 1,090 SCANA Corporation Dividends Receivable 3,325 3,013 --------- ----------------- Total Receivables 4,446 4,103 --------- ----------------- Participants' Equity $373,622 $333,955 ========= ================= See Notes to Financial Statements.
SCANA CORPORATION STOCK PURCHASE-SAVINGS PLAN STATEMENTS OF CHANGES IN PARTICIPANTS' EQUITY For the years ended December 31, 2002, 2001 and 2000 (Thousands of Dollars) - ------------------------------------------------------------- ------------- ------------ 2002 2001 2000 Investment Income (Loss) Interest and Dividends $15,105 $13,580 $13,562 Net Appreciation (Depreciation) in Fair Value of Investments: Common Stock of SCANA Corporation (Note 3) 31,947 (16,323) 25,851 Mutual Funds (7,544) (7,482) (15,279) Common and Collective Trust Funds (2,154) (1,486) (1,056) --------- ------------- ------------ --------- ------------- ------------ Total Investment Income (Loss) 37,354 (11,711) 23,078 --------- ------------- ------------ --------- ------------- ------------ Contributions: Company and Participating Subsidiaries' Match 14,257 14,446 12,398 Participating Employees 18,150 18,370 17,041 --------- ------------- ------------ --------- ------------- ------------ Total Additions to Participants' Equity 32,407 32,816 29,439 Distributions to Participants (30,140) (22,560) (31,469) --------- ------------- ------------ --------- ------------- ------------ Net Increase (Decrease) Before Transfers 39,621 (1,455) 21,048 Transfers from Subsidiaries 46 - 38,646 --------- ------------- ------------ --------- ------------- ------------ Net Increase (Decrease) in Participants' Equity 39,667 (1,455) 59,694 Participants' Equity, Beginning of Year 333,955 335,410 275,716 --------- ------------- ------------ --------- ------------- ------------ Participants' Equity, End of Year $373,622 $333,955 $335,410 ========= ============= ============ See Notes to Financial Statements.
SCANA CORPORATION STOCK PURCHASE-SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS 1. Summary of Accounting Policies: Basis of Accounting The accompanying financial statements for the SCANA Corporation (the Company) Stock Purchase-Savings Plan (the Plan) have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America. Investments Valuation and Income Recognition Common stock, mutual funds, and common and collective trust funds are stated at market value based on the net asset value of shares held by the Plan at year end. Loans to participants are stated at cost plus accrued interest which approximates fair value. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of net assets available for benefits and changes therein. Actual results could differ from those estimates. The Plan utilizes various investment instruments. Investment securities, in general, are exposed to various risks, such as interest rate, credit and overall market volatility. It is reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect the amounts reported in the statements of financial position. Payment of Benefits Benefits are recorded when paid. 2. Description of Plan The following description of the Plan provides only general information. Participants should refer to the Plan document for a complete description of the Plan's provisions. Costs of administering the Plan are paid by the Plan sponsor, the Company. The Plan is designed to encourage voluntary systematic savings by employees with the Company's and participating subsidiaries' contributions as an added incentive. To be eligible to participate in the Plan, an employee must be at least 18 years of age, receiving eligible earnings from the Company or participating subsidiaries, or be on a leave of absence authorized by the Company. There is no time of service requirement. The Company and participating subsidiaries match participant contributions up to 6% of eligible earnings. Participants may contribute up to an additional 9% of eligible earnings which are not matched by the Company. Participants direct AMVESCAP National Trust Company, the Plan's trustee (Trustee), to invest participant contributions in any combination of either SCANA Corporation common stock or a group of mutual funds and common and collective trust funds selected to range from conservative to aggressive investment styles. The Company's and participating subsidiaries' contributions are invested only in shares of Company common stock. Company and participating subsidiaries' contributions are fully and immediately vested. The Plan was amended effective January 1, 2002 to allow certain employees who had participated in a non-participating subsidiary's separate qualified 401K plan, to voluntarily roll funds directly to the Plan. Loans outstanding to the non-participating subsidiary's plan were also rolled into the Plan. The Plan was amended effective December 31, 2001 for certain amendments as required under the Economic Growth Tax Relief Reconciliation Act of 2001 (EGTRRA). In addition, the Plan elected to adopt certain optional amendments as provided for in EGTRRA. Effective December 31, 2001, rollovers are accepted from 403(b) and 457 plans as long as the source of funds are pretax in nature. In addition, participants who take hardship distributions must serve a suspension period of six months. This option was effective for hardship distributions made after June 30, 2001. The Plan was amended effective March 1, 2000 to admit Public Service of North Carolina, Incorporated as a participating employer. The Plan was amended effective September 1, 2000 to merge plan assets totaling approximately $38.6 million from the former PSNC Energy and Subsidiaries Special Savings and Retirement Plan into the existing Plan. The Plan received a determination letter from the IRS dated April 5, 2002 indicating that the Plan was in compliance with all required amendments through December 31, 2001. The determination letter further, states that the Plan satisfies the requirements of Section 401(a) of the Code as amended by the Economic Growth Tax Relief Reconciliation Act of 2001. The Plan has been amended subsequent to receiving the determination letter; however, the Company and the plan administrator believe that the Plan was designed and continues to be operated in compliance with the applicable requirements of the Internal Revenue Code and that the Plan and the related trust continue to be tax-exempt. The Plan has profit sharing, stock bonus and employee stock ownership components. The profit sharing plan component is intended to qualify under Code Sections 401(a), 401(k) and 401(m). The stock bonus plan and employee stock ownership plan components (the assets of which are invested in the Common Stock Fund) are intended to qualify under Code Sections 401(a) and 4975(e) (7), respectively, and as such are designed to invest primarily in qualifying employer securities of the Company. As a result, dividends payable on Company common stock allocated to the employee stock ownership plan feature are distributed to Plan participants. Alternatively, participants can elect on an annual basis not to receive a distribution of dividends payable from the Plan. For those participants who do not make an annual election, all dividends on Company common stock will be distributed as soon as practical after they are paid to the Plan. The Plan allows participants to contribute up to 15% of eligible earnings on an after-tax basis (Regular Savings) or before-tax basis (Tax Deferred Savings), except that "highly compensated employees" within the context of Internal Revenue Code of 1986 ("Code"), as amended, are subject to Tax Deferred contribution limitations of 6% or less of eligible earnings. Regular Savings amounts are included in wages subject to federal or state income tax withholding, whereas Tax Deferred Savings amounts are exempt from such withholding. The Plan allows for the acceptance of "Direct Rollovers" (Rollover) from other qualified retirement plans and conduit Individual Retirement Accounts (IRAs). Rollover amounts can be invested in any combination of Company common stock and the available mutual fund and common and collective trust fund choices. Participants may request a distribution in the form of whole shares (Company common stock only) or cash for all securities and earnings credited to their Regular Savings and Rollover accounts (cash is distributed for fractional shares). Participants may not receive a distribution from their Tax Deferred Savings accounts before age 59-1/2 unless they can demonstrate a hardship. Participants may request loans from the Plan. Loans are made available based on the asset value in a participant's account at the time of the loan, but in any case, not less than $500 or greater than $50,000. Assets equal to the amount of the loan are converted into cash by the Trustee and made available to the borrowing participant. The interest rate on a loan is determined by using "Prime Interest Rate" as published in the Wall Street Journal plus 1% as determined on the last business day of each month for the next month's loans. The participant no longer earns interest or dividends on the liquidated assets. The period of repayment for any loan cannot exceed five years, except that a loan used to acquire the principal residence of the participant may be extended to a maximum of ten years. All payments of the loan, including interest, are reinvested on behalf of the participant in the investments he or she selected for all other participant contributions. Upon termination of employment, death or disability the loan must be paid in full or it will reduce the distributable amount of the participant's account balance. This reduction will be converted to taxable income as a deemed distribution to the participant or the participant's beneficiary. In some cases the terminating participant may elect to delay distribution in which case an unpaid loan balance will be converted to taxable income as a deemed distribution prior to the distribution of assets to the participant. A participant or the beneficiary may receive a distribution of all securities and earnings credited to their Tax Deferred Savings accounts in the event of retirement, disability, termination of employment or death. Although participants immediately vest in contributions from the Company and participating subsidiaries, they may request a distribution of only such contributions which have been in existence for two years following the close of the Plan year during which they were made, even if they elected to contribute on a tax deferred basis. If the participant has participated in the Plan for at least five years, all Company contributions are eligible for distribution. The Plan's assets are held by the Trustee pursuant to a Trust Agreement executed as of September 1, 2000. Company contributions are held and managed by the Trustee, which invests cash received, interest and dividend income and makes distributions to participants. Certain administrative functions are performed by officers or employees of the Company or its subsidiaries. No such officer or employee receives compensation from the Plan. Employees pay a minimal amount for the operating expenses of mutual funds or common and collective trusts in which they choose to invest as well as $.03 for each share of Company common stock sold at their direction. All other administrative expenses are paid directly by the Company. Although it has not expressed any intent to do so, the Company and participating subsidiaries have the right under the Plan to discontinue their contributions at any time and to terminate the Plan subject to the provisions of the Employee Retirement Income Security Act of 1979 (ERISA). 3. Nonparticipant-Directed Investment: Net assets and significant changes related to nonparticipant-directed investments as of December 31, 2002, 2001 and 2000 and for each of the three years ended December 31, 2002 is as follows: 2002 2001 2000 --------- ----------- ----------- Change in Net Assets: Net appreciation (depreciation) $14,898 $(7,562) $12,588 Interest and dividends 5,972 4,768 - Employer contributions 14,184 14,444 12,398 Benefits paid to participants (15,652) (10,131) (18,905) --------- ----------- ----------- Net Change 19,401 1,519 6,081 Investment in SCANA Common Stock, beginning of year 129,678 128,159 122,078 --------- ----------- ----------- Investment in SCANA Common Stock, end of year $149,080 $129,678 $128,159 ========= =========== =========== 4. Related Party Transactions Certain Plan investments are shares of mutual funds and common and collective trust funds managed by an affiliate of the Trustee and common stock of SCANA Corporation; therefore, these transactions qualify as party-in-interest transactions. SCANA Corporation STOCK PURCHASE-SAVINGS PLAN SUPPLEMENTAL SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES Form 5500,Schedule H, Part IV, Line 4i AS OF DECEMBER 31, 2002 (Thousands of Dollars) DESCRIPTION COST** CURRENT VALUE ---------------------------------------------------------- ---------------- * SCANA Corporation Common Stock $251,113 $315,398 * Common and Collective Trust Funds: IRT Growth and Income Fund 2,438 IRT Maximum Appreciation Fund 576 IRT Intermediate Return Fund 394 IRT Stable Value Fund 9,253 IRT 500 Index Fund 6,166 *Mutual Funds: American Century Growth & Income Fund 1,377 AmSouth Large Cap "A" Fund 3,037 Berger Small Cap Value Fund 2,894 Dodge & Cox Stock Fund 1,139 EuroPacific Growth Fund 1,501 MAS Mid Cap Value Fund 1,001 MFS Mid Cap Growth Fund 2,240 Pimco Total Return Fund 5,217 Invesco Small Company Growth Fund 2,117 * Other 35 * Loans to participants, with interest rates ranging from 5.6% to 10.5% and maturities ranging from 1 month to 10 years 14,393 ---------------- $369,176 ================ * Denotes permitted party-in-interest ** Cost is only required for Non-Participant Directed Investments (SCANA Stock Only) SCANA CORPORATION STOCK PURCHASE-SAVINGS PLAN SUPPLEMENTAL SCHEDULE OF REPORTABLE TRANSACTIONS Form 5500,Schedule H, Part IV, Line 4j FOR THE YEAR ENDED DECEMBER 31, 2002 (Thousands of Dollars) DURING THE YEAR ENDED DECEMBER 31, 2002, THE FOLLOWING TRANSACTIONS WERE MADE IN THE COMMON STOCK OF SCANA CORPORATION, WHOSE EMPLOYEES ARE COVERED BY THE PLAN. COST OF NET GAIN PURCHASE SELLING ASSETS FROM PRICE PRICE SOLD SALE ----- ----- ---- ---- PURCHASES $84,174 SALES $80,018 $74,489 $5,529 Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this amendment to be signed on its behalf by the undersigned, thereunto duly authorized. SCANA CORPORATION (Registrant) Date: April 16, 2003 BY: s/James E. Swan, IV James E. Swan, IV, Controller (Principal Accounting Officer) CERTIFICATION I, William B. Timmerman, certify that: 1. I have reviewed this annual report on Form 10-K, as amended, of SCANA Corporation; 2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report; 3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to filing date of this annual report (the "Evaluation Date"); and c) presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officers and I have indicated in this annual report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: April 16, 2003 s/William B. Timmerman William B. Timmerman Chairman of the Board, President, Chief Executive Officer and Director CERTIFICATION I, Kevin B. Marsh, certify that: 1. I have reviewed this annual report on Form 10-K, as amended, of SCANA Corporation; 2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report; 3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to filing date of this annual report (the "Evaluation Date"); and d) presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officers and I have indicated in this annual report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: April 16, 2003 s/Kevin B. Marsh Kevin B. Marsh Senior Vice President and Chief Financial Officer EXHIBIT INDEX Exhibit No. Description 2.01 Agreement and Plan of Merger, dated as of February 16, 1999 as amended and restated as of May 10, 1999, by and among Public Service Company of North Carolina, Incorporated, SCANA Corporation, New Sub I, Inc. and New Sub II, Inc. (Filed as Exhibit 2.1 to Registration Statement No. 333-78227 on Form S-4 and incorporated by reference herein) 3.01 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) 3.02 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) 3.15 By-Laws of SCANA as revised and amended on December 13, 2000 (Filed as Exhibit 3.01 to Registration Statement No. 333-68266 and incorporated by reference herein) 4.01 Articles of Exchange of South Carolina Electric & Gas Company and SCANA Corporation (Filed as Exhibit 4-A to Post-Effective Amendment No. 1 to Registration Statement No. 2-90438 and incorporated by reference herein) 4.02 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) 4.03 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) 4.04 Fourth Supplemental Indenture dated as of April 1, 1950, to Indenture referred to in Exhibit 4.03, pursuant to which SCE&G assumed said Indenture (Exhibit 2-C to Registration Statement No. 2-26459 and incorporated by reference herein) 4.05 Fifth through Fifty-third Supplemental Indenture referred to in Exhibit 4.03 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 EXHIBIT INDEX Exhibit No. Description 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. 33-38580 June 1, 1981 Exhibit 4-D to Registration No. 33-49421 March 1, 1982 Exhibit 4-D to Registration No. 2-73321 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 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. 33-49421 May 1, 1999 Exhibit 4.04 to Registration No. 333-86387 4.06 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) 4.07 First Supplemental Indenture to Indenture referred to in Exhibit 4.06 dated as of June 1, 1993 (Filed as Exhibit 4-G to Registration Statement No. 33-49421 and incorporated by reference herein) 4.08 Second Supplemental Indenture to Indenture referred to in Exhibit 4.06 dated as of June 15, 1993 (Filed as Exhibit 4-G to Registration Statement No. 33-57955 and incorporated by reference herein) 4.09 Trust Agreement for SCE&G Trust I (Filed as Exhibit 4.03 to Registration Statement No. 333-49960 and incorporated by reference herein) 4.10 Certificate of Trust of SCE&G Trust I (Filed as Exhibit 4.04 to Registration Statement No. 333-49960 and incorporated by reference herein) 4.11 Junior Subordinated Indenture for SCE&G Trust I (Filed as Exhibit 4.05 to Registration Statement No. 333-49960 and incorporated by reference herein) 4.12 Guarantee Agreement for SCE&G Trust I (Filed as Exhibit 4.06 to Registration Statement No. 333-49960 and incorporated by reference herein) EXHIBIT INDEX Exhibit No. Description 4.13 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) 4.14 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) 4.15 First through Fourth Supplemental Indenture referred to Exhibit 4.14 dated as of the dates indicated below and filed as exhibits to Registration Statements whose file numbers are set forth below and are incorporated by reference herein January 1, 1996 Exhibit 4.09 to Registration No. 333-45206 December 15, 1996 Exhibit 4.10 to Registration No. 333-45206 February 10, 2000 Exhibit 4.11 to Registration No. 333-45206 February 12, 2001 Exhibit 4.05 to Registration No. 333-68516 *10.01 SCANA Executive Deferred Compensation Plan as amended July 1, 2001 (Filed as Exhibit 10.01 to Form 10-Q for the quarter ended September 30, 2001 and incorporated by reference herein) *10.02 SCANA Supplementary Executive Retirement Plan as amended July 1, 2001 (Filed as Exhibit 10.02 to Form 10-Q for the quarter ended September 30, 2001 and incorporated by reference herein) *10.03 SCANA Key Executive Severance Benefits Plan as amended July 1, 2001 (Filed as Exhibit 10.03 to Form 10-Q for the quarter ended September 30, 2001 and incorporated by reference herein) *10.04 SCANA Supplementary Key Severance Benefits Plan as amended July 1, 2001 (Filed as Exhibit 10.03a to Form 10-Q for the quarter ended September 30, 2001 and incorporated by reference herein) *10.05 SCANA Performance Share Plan as amended and restated effective January 1, 1998 (Filed as Exhibit 10 (e) to Registration Statement No. 333-86803 and incorporated by reference herein) *10.06 SCANA Long-Term Equity Compensation Plan dated January 2000 filed as Exhibit 4.04 to Registration Statement No. 333-37398 and incorporated by reference herein) *10.07 Description of SCANA Whole Life Option (Filed as Exhibit 10-F to Form 10-K for the year ended December 31, 1991, under cover of Form SE, File No. 1-8809 and incorporated by reference herein) *10.08 Description of SCANA Corporation Executive Annual Incentive Plan (Filed as Exhibit 10-G to Form 10-K for the year ended December 31, 1991, under cover of Form SE, File No. 1-8809 and incorporated by reference herein) *10.09 SCANA Corporation Director Compensation and Deferral Plan effective January 1, 2001 (Filed as Exhibit 4.03 to Registration Statement No. 333-18973 and incorporated by reference herein) 10.16 Service Agreement between SCE&G and SCANA Services, Inc., effective April 1, 2002 (Filed as Exhibit 10.01 to Registration Statement No. 333-101449 and incorporated by reference herein) 12.01 Statement Re Computation of Ratios (Filed as Exhibit 12.01 to Form 10-K for the year ended December 31, 2002 and incorporated by reference herein) 23.04 Consents of Experts and Counsel (Independent Auditors' Consent) (Filed herewith) 24.01 Power of Attorney (Previously filed) 99.01 Certification of Principal Executive Officer (Filed herewith) 99.02 Certification of Principal Executive Officer (Filed herewith) * Management Contract or Compensatory Plan or Arrangement EX-23 3 exh23.txt EXHIBIT 23.04 EXHIBIT 23.04 SCANA CORPORATION INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in Registration Statement No. 33-49333 of SCANA Corporation on Form S-8, Registration Statements No. 333-18973, 333-37398 and 333-97555 of SCANA Corporation on Forms S-8 and Registration Statements No. 333-86803 and 333-68266 of SCANA Corporation on Forms S-3 of our report dated February 7, 2003 (which report expresses an unqualified opinion and includes an explanatory paragraph related to the adoption of Statement of Financial Accounting Standards No. 142, "Goodwill and Other Intangibles," effective January 1, 2002 and change in method of accounting for operating revenues associated with its regulated utility operations effective January 1, 2000 as discussed in Notes 1 and 2) incorporated by reference in this Annual Report on Form 10-K/A of SCANA Corporation Stock Purchase-Savings Plan for the year ended December 31, 2002. s/Deloitte & Touche LLP Columbia, South Carolina April 16, 2003 EX-99 4 exh99.txt EXHIBIT 99.01 & 9902 Exhibit 99.01 SCANA CORPORATION CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of SCANA Corporation (the "Company") on Form 10-K, as amended, for the year ended December 31, 2002 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I certify pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. Dated: April 16, 2003 s/William B. Timmerman William B. Timmerman Chairman of the Board, President, Chief Executive Officer and Director A signed original of this written statement required by Section 906 has been provided to SCANA Corporation and will be retained by SCANA Corporation and furnished to the Securities and Exchange Commission or its staff upon request. Exhibit 99.02 SCANA CORPORATION CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of SCANA Corporation (the "Company") on Form 10-K, as amended, for the year ended December 31, 2002 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I certify pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. Dated: April 16, 2003 s/Kevin B. Marsh Kevin B. Marsh Senior Vice President and Chief Financial Officer A signed original of this written statement required by Section 906 has been provided to SCANA Corporation and will be retained by SCANA Corporation and furnished to the Securities and Exchange Commission or its staff upon request. -----END PRIVACY-ENHANCED MESSAGE-----