-----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, ND/o9mVYSUfRauLKMBh7qLazDbJl0ek99whE+mq4FvneTQ7a5QmPI0Ao/Elmuu3j c14EeR4SGnqDBNv7WIzTxA== 0001047469-05-010539.txt : 20050418 0001047469-05-010539.hdr.sgml : 20050418 20050418162936 ACCESSION NUMBER: 0001047469-05-010539 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 7 CONFORMED PERIOD OF REPORT: 20041231 FILED AS OF DATE: 20050418 DATE AS OF CHANGE: 20050418 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: 05756895 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 a2156017z10-ka.htm FORM 10-K/A
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

Amendment No. 1

FORM 10-K/A

(Mark One)  

ý

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2004

OR

o

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
(State or other jurisdiction of
incorporation or organization)
  57-0784499
(IRS employer identification no.)

1426 MAIN STREET, COLUMBIA, SOUTH CAROLINA
(Address of principal executive offices)

 

29201
(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 ý    No o

        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. o

        The aggregate market value of voting stock held by non-affiliates of SCANA Corporation was $4.0 billion at June 30, 2004, based on a price of $36.37. The total number of shares outstanding at February 18, 2005 was 112,909,904.

DOCUMENTS INCORPORATED BY REFERENCE: Specified sections of SCANA Corporation's 2005 Proxy Statement in connection with its 2005 Annual Meeting of Shareholders, are incorporated by reference in Part III hereof.





EXPLANATORY NOTE

        This Amendment No. 1 to the annual report on Form 10-K/A of SCANA Corporation for the year ended December 31, 2004 has been filed to include as an exhibit, in accordance with Rule 15d-21 under the Securities Exchange Act of 1934, as amended, the financial statements required by Form 11-K with respect to the SCANA Corporation Stock Purchase-Savings Plan and the related Consent of Independent Registered Public Accounting Firm. Other than the exhibit index and the signature page, no other changes are made by this amendment, and all other information included in the original filing is unchanged. In order to preserve the nature and character of the disclosures as originally filed, except as specifically discussed in this amendment, no attempt has been made to modify or update such disclosures for events which occurred subsequent to the original filing. Accordingly, this amendment and the annual report on Form 10-K which it amends should be read in conjunction with the registrant's subsequent filings with the Commission.

        The exhibit index has been amended to add the following (all of which are filed herewith).

23.04   Consent of Independent Registered Public Accounting Firm
31.07   Certification of Principal Executive Officer Required by Rule 13a-14
31.08   Certification of Principal Financial Officer Required by Rule 13a-14
32.07   Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350
32.08   Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350
99.01   Financial statements of SCANA Corporation Stock Purchase-Savings Plan for the years ended December 31, 2004 and 2003

2



SIGNATURE

        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 18, 2005

 

BY:

 

/s/  
JAMES E. SWAN, IV      
James E. Swan, IV, Controller
(Principal Accounting Officer)

3



EXHIBIT INDEX

Exhibit
No.

  Description

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 dated April 27, 1995 (Filed as Exhibit 4-B to Registration Statement No. 33-62421 and incorporated by reference herein)

3.08

 

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 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
             

4


    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

 

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)

4.10

 

First through Fourth Supplemental Indenture referred to Exhibit 4.09 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
             

5



4.11

 

PSNC $150 million medium-term note issued February 16, 2001 (Filed as Exhibit 4.06 to Registration Statement No. 333-68516 and incorporated by reference herein)

*10.01

 

SCANA Executive Deferred Compensation Plan as amended February 20, 2003 (Filed as Exhibit 10.01 to Form 10-Q for the quarter ended June 30, 2003 and incorporated by reference herein)

*10.02

 

SCANA 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)

*10.03

 

Amendment to SCANA Director Compensation and Deferral Plan adopted April 29, 2004 (Filed as Exhibit 10.03 to Form 10-Q for the quarter ended March 31, 2004 and incorporated by reference herein)

*10.04

 

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)

*10.05

 

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)

*10.06

 

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)

*10.07

 

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)

*10.08

 

Amendment to SCANA Long-Term Equity Compensation Plan adopted April 29, 2004 (Filed as Exhibit 10.08 to Form 10-Q for the quarter ended March 31, 2004 and incorporated by reference herein)

*10.09

 

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)

*10.10

 

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)

*10.17

 

Consulting Agreement with H. Thomas Arthur (Filed as Exhibit 99.01 to Form 8-K dated February 3, 2005 and incorporated by reference herein)

*10.18

 

Description of Amendment to SCANA Corporation Executive Annual Incentive Plan (Filed on form 8-K dated February 23, 2005 and incorporated by reference herein)

12.01

 

Statement Re Computation of Ratios (Previously filed)

21.01

 

Subsidiaries of the Registrant (Incorporated by reference herein from Item I, Business Corporate Structure in this Form 10-K)

23.01

 

Consents of Experts and Counsel (Consent of Independent Registered Public Accounting Firm) (Previously filed)

23.04

 

Consents of Experts and Counsel (Consent of Independent Registered Public Accounting Firm) (Filed herewith)
             

6



24.01

 

Power of Attorney (Previously filed)

31.01

 

Certification of Principal Executive Officer Required by Rule 13a-14 (Previously filed)

31.02

 

Certification of Principal Financial Officer Required by Rule 13a-14 (Previously filed)

31.07

 

Certification of Principal Executive Officer Required by Rule 13a-14 (Filed herewith)

31.08

 

Certification of Principal Financial Officer Required by Rule 13a-14 (Filed herewith)

32.01

 

Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350 (Previously Furnished)

32.02

 

Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350 (Previously Furnished)

32.07

 

Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350 (Furnished herewith)

32.08

 

Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350 (Furnished herewith)

99.01

 

Financial Statements of SCANA Corporation Stock Purchase-Savings Plan for the years ended December 31, 2004 and 2003 (Filed herewith)

*
Management Contract or Compensatory Plan or Arrangement

7




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EXPLANATORY NOTE
SIGNATURE
EXHIBIT INDEX
EX-23.04 2 a2156017zex-23_04.htm EXHIBIT 23.04
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Exhibit 23.04


SCANA CORPORATION

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in Registration Statement Nos. 333-18973, 333-37398 and 333-97555 on Forms S-8 and Registration Statement No. 333-86803 on Form S-3, of our report dated April 15, 2005, relating to the SCANA Corporation Stock Purchase-Savings Plan appearing in this Annual Report on Form 10-K/A of SCANA Corporation for the year ended December 31, 2004.

/s/ Deloitte & Touche LLP
Columbia, South Carolina
April 15, 2005




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SCANA CORPORATION CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
EX-31.07 3 a2156017zex-31_07.htm EXHIBIT 31.07
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Exhibit 31.07


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 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 report;

3.
Based on my knowledge, the financial statements, and other financial information included in this 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 report;

4.
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, 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 report is being prepared;

(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over    financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: April 18, 2005

                        /s/ WILLIAM B. TIMMERMAN
                        William B. Timmerman
                        Chairman of the Board, President,
                        Chief Executive Officer and Director




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CERTIFICATION
EX-31.08 4 a2156017zex-31_08.htm EXHIBIT 31.08
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Exhibit 31.08


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 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 report;

3.
Based on my knowledge, the financial statements, and other financial information included in this 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 report;

4.
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, 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 report is being prepared;

(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: April 18, 2005

                        /s/ KEVIN B. MARSH
                        Kevin B. Marsh
                        Senior Vice President and Chief Financial Officer




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CERTIFICATION
EX-32.07 5 a2156017zex-32_07.htm EXHIBIT 32.07
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Exhibit 32.07


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, 2004 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 results of operations of the Company.

Dated: April 18, 2005

/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 the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.




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SCANA CORPORATION CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
EX-32.08 6 a2156017zex-32_08.htm EXHIBIT 32.08
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Exhibit 32.08


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, 2004 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 results of operations of the Company.

Dated: April 18, 2005

/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 the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.




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SCANA CORPORATION CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
EX-99.01 7 a2156017zex-99_01.htm EXHIBIT 99.01
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Exhibit 99.01


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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, 2004 and 2003, and the related statements of changes in participants' equity for each of the three years in the period ended December 31, 2004. 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 audit.

We conducted our audit in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides 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, 2004 and 2003, and the changes in participants' equity for each of the three years in the period ended December 31, 2004, in conformity with accounting principles generally accepted in the United States of America.

Our audit was conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets (held at end of year) as of December 31, 2004 is presented for the purpose of additional analysis and is not a required part of the basic financial statements, but is 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. This schedule is the responsibility of the Plan's management. The schedule has been subjected to the auditing procedures applied in our audit of the basic 2004 financial statements and, in our opinion, is fairly stated in all material respects when considered in relation to the basic financial statements taken as a whole.

/s/ DELOITTE & TOUCHE
Columbia, South Carolina
April 15, 2005


SCANA CORPORATION
STOCK PURCHASE-SAVINGS PLAN
STATEMENTS OF FINANCIAL POSITION

December 31, (Thousands of dollars)

  2004
  2003
Assets:            
Investments at Fair Value:            
  SCANA Corporation —            
  Shares of common stock
(cost of $298,755 and $276,968 respectively)
  $ 428,801   $ 365,954
 
Common and Collective Trust Funds:

 

 

 

 

 

 
  IRT Conservative Asset Allocation Trust     853     594
  IRT Moderate Asset Allocation Trust     3,490     2,914
  IRT Aggressive Asset Allocation Trust     1,228     798
  IRT 500 Index Fund     10,831     8,842
  IRT Stable Value Fund     14,184     9,334
 
Mutual Funds:

 

 

 

 

 

 
  American Century Income & Growth Fund     2,547     2,044
  AmSouth Large Cap "A" Fund     5,183     4,761
  Invesco Small Company Growth Fund         3,348
  Janus Small Cap Value Fund     6,388     4,700
  Dodge & Cox Stock Fund     11,164     3,895
  EuroPacific Growth Fund     5,263     2,754
  Lord Abbott Growth Opportunity Fund     4,106    
  Morgan Stanley US Mid Cap Value Fund         1,875
  MFS Mid Cap Growth Fund         3,960
  PIMCO Total Return Fund     7,360     6,066
  T. Rowe Price Mid Cap Value Fund     5,280    
  Vanguard Explorer Fund     4,182    
 
Other

 

 

106

 

 

5
  Loans to Participants (Note 2)     18,821     16,979
   
 
Total Investments, at Fair Value     529,787     438,823
   
 

Receivables:

 

 

 

 

 

 
  Contributions Receivable — Employee     1,057    
  Contributions Receivable — Employer     1,804     1,181
  SCANA Corporation Dividends Receivable     3,979     3,687
   
 
Total Receivables     6,840     4,868
   
 
Participants' Equity   $ 536,627   $ 443,691
   
 

See Notes to Financial Statements.


SCANA CORPORATION
STOCK PURCHASE-SAVINGS PLAN
STATEMENTS OF CHANGES IN PARTICIPANTS' EQUITY

For the years ended December 31, (Thousands of dollars)

  2004
  2003
  2002
 
Investment Income:                    
  Interest and Dividends   $ 19,589   $ 16,273   $ 15,105  
  Net Appreciation (Depreciation) in Fair Value of Investments:                    
    Common Stock of SCANA Corporation (Note 3)     55,662     34,410     31,947  
    Mutual Funds     3,283     5,843     (7,544 )
    Common and Collective Trust Funds     1,540     2,594     (2,154 )
   
 
 
 
Total Investment Income     80,074     59,120     37,354  
   
 
 
 
Contributions:                    
  Company and Participating Subsidiaries' Match     17,212     15,673     14,257  
  Participating Employees     23,141     20,392     18,150  
   
 
 
 
Total Contributions     40,353     36,065     32,407  
Distributions to Participants     (27,491 )   (25,116 )   (30,140 )
   
 
 
 
Net Increase Before Transfers     92,936     70,069     39,621  
Transfers from Subsidiaries             46  
   
 
 
 
Net Increase in Participants' Equity     92,936     70,069     39,667  
Participants' Equity, Beginning of Year     443,691     373,622     333,955  
   
 
 
 
Participants' Equity, End of Year   $ 536,627   $ 443,691   $ 373,622  
   
 
 
 

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—Investments are reported at fair market value. Common stock and mutual funds are valued at their respective quoted market price at year-end. Investments in common and collective trust funds ("funds") are stated at fair values, which have been determined based on the unit values of the funds. Unit values are determined by dividing the fund's net assets at fair value by its units outstanding at each valuation date. Participant loans are valued 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 participant's equity 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 the 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.

        General—Participants must be at least 18 years of age and be receiving eligible earnings from the Company or participating subsidiaries or be on a leave of absence authorized by the Company. The Plan has profit sharing, stock bonus and employee stock ownership components. The profit sharing component is intended to qualify under Internal Revenue Code (Code) sections 401(a), 401(k) and 401(m). The stock bonus and employee stock ownership components (the assets of which are invested in the Common Stock Fund, which invests solely in the Company's common stock) are intended to qualify under Code sections 401(a) and 4975(e) (7), respectively. The Plan's assets are held by AMVESCAP National Trust Company, the Plan's trustee (Trustee) pursuant to a Trust Agreement. 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 for each share of Company common stock bought or sold at their direction. All other administrative expenses are paid directly by the Company.

        Contributions—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), subject to certain Code limitations. The Company and participating subsidiaries match participant contributions up to 6% of eligible earnings. Effective January 1, 2004 participants who are age 50 or older or who will attain age 50 during the calendar year and are making the maximum amount of contributions allowed by the Plan or by law may make catch-up contributions. The Plan allows for the acceptance of Direct Rollovers (Rollover) from other qualified retirement plans and conduit Individual Retirement Accounts.

        Investments—Participants direct the Trustee to invest contributions in any combination of either the Company's 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' matching contributions are initially invested in shares of the Company's common stock but may be transferred by the Participant at any time thereafter to any other investment option in the Plan.

        Vesting—Participants fully and immediately vest in all contributions, whether made by participants, the Company or participating subsidiaries.

        Participant Loans—Participants may borrow from their account balance up to a maximum of $50,000. The loans bear interest at a fixed rate determined by using the "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. Principal and interest is paid ratably through payroll deduction. Upon termination of employment, death or disability, loans must be paid in full or they will reduce the distributable amount of the participant's account balance.

        Distributions—Participants may request distributions from their Prior Employee, Regular Savings, Rollover, or Company match accounts prior to age 591/2. A distribution may be requested of only such contributions which have been in existence for two years following the close of the Plan year during which they were made. If the participant has participated in the Plan for at least five years, all Company contributions are eligible for distribution. Participants may not receive distributions from their Tax Deferred Savings accounts before age 591/2 unless they can demonstrate a hardship or in the event of retirement, disability or termination of employment.

        Dividends payable on Company common stock allocated to the employee stock ownership component of the Plan are distributed to participants. Participants may elect on a quarterly basis not to receive distributions of dividends from the Plan.

        Federal Income Tax Status—The Plan received a determination letter from the Internal Revenue Service dated April 5, 2002 indicating that the Plan complied with all required amendments and satisfied all applicable requirements of the Code through December 31, 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 requirements of the Code and that the Plan and the related trust continue to be tax-exempt.

        Plan Amendment—The Plan was amended in 2004 to allow eligible participants who are age 50 or older to make catch up contributions to the Plan; to allow participants to diversify Employer matching contributions from SCANA common stock; to delegate fiduciary responsibility under the Plan; to define valuation price; to allow terminated participants to defer distributions of their account balances until those distributions are legally required to be paid; to require that the SCANA Stock Fund be retained as an investment option under the Plan and, as previously described, to allow participants to make quarterly dividend retention elections.

        Plan Termination—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.



3.     Nonparticipant-Directed Investments

        Net assets and significant changes related to nonparticipant-directed investments as of December 31, 2003 and 2002 and for each of the two years ended December 31, 2003 (thousands of dollars) are as follows:

 
  2003
  2002
 
Change in Net Assets:              
  Net appreciation   $ 16,179   $ 14,898  
  Interest and dividends     6,692     5,972  
  Employer contributions     15,673     14,184  
  Benefits paid to participants     (13,590 )   (15,652 )
   
 
 
    Net Change     24,954     19,402  
Investment in SCANA Common Stock, beginning of year     149,080     129,678  
   
 
 
Investment in SCANA Common Stock, end of year   $ 174,034   $ 149,080  
   
 
 

        As discussed in Note 1, effective January 1, 2004, all restrictions on investment options for matching contributions were eliminated.

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

SCHEDULE OF ASSETS (HELD AT END OF YEAR)
Form 5500, Schedule H, Part IV, Line 4i
(Thousands of Dollars)

Description

  Cost **
  Current
Value

* SCANA Corporation Common Stock       $ 428,801

* Common and Collective Trust Funds:

 

 

 

 

 
  IRT Conservative Asset Allocation Trust         853
  IRT Moderate Asset Allocation Trust         3,490
  IRT Aggressive Asset Allocation Trust         1,228
  IRT 500 Index Fund         10,831
  IRT Stable Value Fund         14,184

Mutual Funds:

 

 

 

 

 
  American Century Income & Growth Fund         2,547
  AmSouth Large Cap "A" Fund         5,183
  Janus Small Cap Value Fund         6,388
  Dodge & Cox Stock Fund         11,164
  EuroPacific Growth Fund         5,263
  Lord Abbott Growth Opportunities         4,106
  PIMCO Total Return Fund         7,360
  T. Rowe Price Mid Cap Value         5,280
  Vanguard Explorer — Admiral Class         4,182

* Other

 

 

 

 

106
* Loans to participants, with interest rates
    ranging from 5.0% to 10.5% and maturities
    ranging from 1 month to 10 years
        18,821
       
        $ 529,787
       

*
Denotes permitted party-in-interest

**
Cost information is not required for participant-directed investments and, therefore, is not included.



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