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, 2001
-----------------
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
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(State or other jurisdiction of (IRS employer
incorporation or organization) identification no.)
1426 MAIN STREET, COLUMBIA, SOUTH CAROLINA 29201
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code (803) 217-9000
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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
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(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 the voting stock held by nonaffiliates of
the registrant was $2.9 billion at February 28, 2002, based on a price of
$27.75. The total number of shares outstanding at February 28, 2002 was
104,728,268.
DOCUMENTS INCORPORATED BY REFERENCE: Specified sections of the Registrant's
2002 Proxy Statement, dated March 22, 2002, in connection with its 2001 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, 2001, 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 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 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, 2001 and 2000
*Consolidated Statements of Income and Retained Earnings for the years ended
December 31, 2001, 2000 and 1999
*Consolidated Statements of Cash Flows for the years ended December 31,
2001, 2000 and 1999
*Consolidated Statements of Capitalization as of December 31, 2001 and 2000
*Consolidated Statements of Changes in Common Equity for the years ended
December 31, 2001, 2000 and 1999.
*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, 2001, 2000 and 1999
(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 23.03) 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 2001 were as follows:
None
* 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, 2001 and
2000, and the related Statements of Changes in Participants' Equity for each of
the three years in the period ended December 31, 2001. 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, 2001 and 2000
and the changes in participants' equity for each of the three years in the
period ended December 31, 2001 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, 2001 and (2) reportable
transactions for the year ended December 31, 2001 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 2001 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
DELOITTE & TOUCHE LLP
Columbia, South Carolina
March 15, 2002
SCANA CORPORATION
STOCK PURCHASE-SAVINGS PLAN
STATEMENTS OF FINANCIAL POSITION
As of December 31, 2001 and 2000
(Thousands of Dollars)
--------------------------------------------------------------- ----------------
2001 2000
--------------------------------------------------------------- ----------------
Assets:
Investments at Fair Value:
SCANA Corporation -
Shares of common stock
(cost - $241,427 and $222,763 respectively) $279,295 $278,706
Common or Collective Trust Funds:
IRT Growth and Income Fund 3,093 4,552
IRT Maximum Appreciation Fund 476 284
IRT Intermediate Return Fund 330 156
IRT Stable Value Fund 5,972 4,380
IRT 500 Index Fund 6,481 7,141
Mutual Funds:
American Century Income & Growth Fund 1,276 992
Berger Small Cap Value Fund 1,550 304
EuroPacific Growth Fund 1,338 1,274
MAS Mid Cap Value Fund 921 376
MFS Mid Cap Growth Fund 3,841 4,476
Pimco Total Return Fund 2,938 1,917
Invesco Blue Chip Growth Fund 6,925 11,884
Invesco Small Company Growth Fund 2,169 2,357
Other 377 160
Loans to Participants (Note 2) 12,870 12,666
---------- ------------------
Total Investments, at Fair Value 329,852 331,625
---------- ------------------
Receivables:
Contributions Receivable 1,090 1,046
SCANA Corp Dividends Receivable 3,013 2,739
---------- ------------------
Total Receivables 4,103 3,785
---------- ------------------
Participants' Equity $333,955 $335,410
========== ==================
SCANA CORPORATION
STOCK PURCHASE-SAVINGS PLAN
STATEMENTS OF CHANGES IN PARTICIPANTS' EQUITY
For the years ended December 31, 2001, 2000 and 1999
(Thousands of Dollars)
---------------------------------------------------------- ---------- ----------
2001 2000 1999
--------------------------------------------------
Investment Income
--------------------------------------------------
Interest and Dividends 13,580 13,562 12,476
--------------------------------------------------
Net Appreciation (Depreciation)
in Fair Value of Investments:
--------------------------------------------------
Common Stock of SCANA Corporation (Note 3) (16,323) 25,851 (47,199)
--------------------------------------------------
Mutual Funds (7,482) (15,279) -
--------------------------------------------------
Common and Collective Trust Funds (1,486) (1,056) -
--------------------------------------------------
--------------------------------------------------
Total Investment Income (11,711) 23,078 (34,723)
--------------------------------------------------
--------------------------------------------------
Contributions:
--------------------------------------------------
Company and Participating Subsidiaries Match 14,446 12,398 10,127
--------------------------------------------------
Participating Employees 18,370 17,041 12,103
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Total Additions to Participants' Equity 32,816 29,439 22,230
--------------------------------------------------
--------------------------------------------------
Distributions to Participants (22,560) (31,469) (20,131)
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Net Increase (Decrease) Before Transfers (1,455) 21,048 (32,624)
--------------------------------------------------
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Transfers From PSNC (Note 2) - 38,646 -
--------------------------------------------------
--------------------------------------------------
Net Increase (Decrease) in Participants' Equity (1,455) 59,694 (32,624)
--------------------------------------------------
--------------------------------------------------
Participants' Equity, Beginning of Year 335,410 275,716 308,340
--------------------------------------------------
--------------------------------------------------
Participants' Equity, End of Year $333,955 $335,410 $275,716
======== ========== ==========
SCANA CORPORATION
STOCK PURCHASE-SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
1. Summary of Accounting Policies:
Basis of Accounting
The accompanying financial statements 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. Due to the level of risk
associated with certain investment securities, 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 SCANA Corporation Stock
Purchase-Savings Plan (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, SCANA
Corporation (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
receiving eligible earnings from the Company or participating subsidiaries, or
would be receiving eligible earnings except for a leave of absence authorized by
the Company under the established personnel practices and has attained the age
of 18. There is no time of service requirement. The Company and participating
subsidiaries match participant contributions made through payroll deductions of
up to 6% of eligible earnings. Participants may contribute up to an additional
9% of eligible earnings which are not matched by the Company's and participating
subsidiaries' contributions. Beginning October 1, 2000, when the trustee of the
plan was changed from First Union National Bank to AMVESCAP National Trust
Company (Trustee), the plan was amended to provide that participant
contributions be invested in any combination of either SCANA Corporation common
stock or a group of 13 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 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 will be accepted
from 403(b) and 457 plans as long as the source of funds was pretax in nature.
In addition, participants who take hardship distributions must serve a
suspension period of six months instead of the previous twelve 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 (PSNC) as a participating employer. The Plan was
amended effective September 1, 2000 to merge plan assets from the former Public
Service of North Carolina, Incorporated and Subsidiaries Special Savings and
Retirement Plan (PSNC Plan) into the existing Plan . During September
2000,assets of approximately $38.6 million were transferred from the PSNC Plan
into the Plan.
The Plan was amended effective December 1, 1999 to add an employee stock
ownership plan feature. Thus, the Plan consists of two portions beginning
December 1, 1999. The first portion is a profit sharing plan intended to qualify
under Code Sections 401(a), 401(k) and 401(m). The second portion (the assets of
which are invested in the Common Stock Fund) is both a stock bonus plan and an
employee stock ownership plan intended to qualify under Code Sections 401(a) and
4975(e) (7), respectively, and as such is designed to invest primarily in
qualifying employer securities of the Company. As a result, effective January 1,
2000, dividends payable on Company common stock allocated to the employee stock
ownership plan feature will be distributed to Plan participants. Alternatively,
participants who are actively employed by the Company,, its subsidiaries or
related companies, 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 and those participants who are not on a payroll of Company, all
dividends on Company common stock will be distributed as soon as practical after
they are paid to the Plan.
The Plan, as amended, 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 13 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 request a distribution from their Tax Deferred
Savings accounts before age 59-1/2 unless they can demonstrate a hardship.
Participants may request a loan from their Tax Deferred and Regular Savings
and Rollover accounts. 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. Effective September 2000, 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 or
death, the outstanding balance of the loan may be paid in full or alternatively
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. If the terminating participant
elects to delay distribution (permissible when the present value of the
participant's vested accrued benefit exceeds $5,000), an unpaid loan balance
will be converted to taxable income as a deemed distribution prior to the
distribution of assets to the participant. Participants 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. Distributions due to the death of the participant will be made to
the surviving spouse, unless there is no surviving spouse or the spouse has
consented in writing to distribution to a beneficiary designated by the
participant.
The Plan's assets, which consist of Company common stock, mutual fund
investments and common and collective trusts managed by an affiliate of the
Trustee, 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 $.05 per share for each share of Company common
stock sold at their direction. All other administrative expenses for the
Trustee's fees 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 Investments:
Information about the net assets and the significant components of the
changes in the net assets relating to the nonparticipant-directed investments is
as follows as of December 31, 2001, 2000 and 1999 and for each of the three
years ended December 31, 2001:
2001 2000 1999
------------ ------------- -----------
Net Assets:
Investment in SCANA Common Stock $ 129,678 $ 128,159 $ 122,078
============ ============= =============
Change in Net Assets:
Net appreciation (depreciation) $ (7,562) $ 12,588 $ (23,352)
Interest and dividends 4,768 5,496
Employer contributions 14,444 12,398 10,127
Benefits paid to participants (10,131) (18,905) (12,205)
------------ ------------- -------------
Net Change 1,519 6,081 (19,934)
Investment in SCANA Common Stock, beginning of year 128,159 122,078 142,012
------------ ------------- -------------
Investment in SCANA Common Stock, end of year $ 129,678 $ 128,159 $ 122,078
============ ============= =============
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.
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, 2001 (Thousands of
Dollars)
DESCRIPTION COST** CURRENT
VALUE
---------------------------------------------------------- ----------------
* SCANA Corporation Common Stock $241,427 $279,295
* Common and Collective Trust Funds:
IRT Growth and Income Fund 3,093
IRT Maximum Appreciation Fund 476
IRT Intermediate Return Fund 330
IRT Stable Value Fund 5,972
IRT 500 Index Fund 6,481
*Mutual Funds:
American Century Growth & Income Fund 1,276
Berger Small Cap Value Fund 1,550
EuroPacific Growth Fund 1,338
MAS Mid Cap Value Fund 921
MFS Mid Cap Growth Fund 3,841
Pimco Total Return Fund 2,938
Invesco Blue Chip Growth Fund 6,925
Invesco Small Company Growth Fund 2,169
* Other 377
* Loans to participants, with interest rates
ranging from 5.6% to 10.5% and maturities
ranging from 1 month to 10 years 12,870
----------------
$329,852
================
* 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, 2001
(Thousands of Dollars)
DURING THE YEAR ENDED DECEMBER 31, 2001, 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 $47,318
SALES $32,706 $30,953 $1,753
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 26, 2002 BY: s/Mark R. Cannon
Mark R. Cannon, Controller
(Principal Accounting Officer)
EXHIBIT INDEX
Applicable to
Exhibit Form 10-K of
No. SCANA SCE&G PSNC Description
2.01 X X 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)
3.01 X Restated Articles of Incorporation of SCANA as
adopted on April 26, 1989 (Filed as
Exhibit 3-A to Registration Statement No.
33-49145)
3.02 X Articles of Amendment of SCANA, dated April 27,
1995 (Filed as Exhibit 4-B to
Registration Statement No. 33-62421)
3.03 X Restated Articles of Incorporation of SCE&G,
as adopted on May 3, 2001 (Filed as
Exhibit 3.01 to Registration Statement No.
333-65460)
3.04 X Articles of Amendment of SCE&G dated May 22,
2001 (Filed as Exhibit 3.02 to
Registration Statement No. 333-65460)
3.05 X Articles of Correction of SCE&G dated June 1,
2001 (Filed as Exhibit 3.03 to
Registration Statement No. 333-65460)
3.06 X Articles of Amendment of SCE&G dated June 14,
2001 (Filed as Exhibit 3.04 to
Registration Statement No. 333-65460)
3.07 X Articles of Amendment of SCE&G dated August 30,
2001 (Filed as Exhibit 3.07 to Form
10-Q for the quarter ended September 30, 2001)
3.08 X Articles of Amendment of SCE&G,
dated March 13, 2002 (Filed as
Exhibit 3.11 to Form 10-K for the
year ended December 31, 2001 and
incorporated by reference herein)
3.09 X 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)
3.10 X 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)
3.10 X 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)
3.12 X By-Laws of SCANA as revised and amended on
December 13, 2000 (Filed as Exhibit
3.0.1to Registration Statement No. 333-68266)
3.13 X By-Laws of SCE&G as amended and adopted on
February 22, 2001 (Filed as Exhibit
3.05 to Registration Statement No. 333-65460)
3.14 X By-Laws of PSNC (formerly New Sub II, Inc.) as
revised and amended on February 22,
2001 (Filed as Exhibit 3.01 to Registration
Statement No. 333-68516 and incorporated
by reference herein)
4.01 X Articles of Exchange of South Carolina Electric
and Gas Company and SCANA Corporation
(Filed as Exhibit 4-A to Post-Effective
Amendment No. 1 to Registration Statement No.
2-90438)
EXHIBIT INDEX
Applicable to
Exhibit Form 10-K of
No. SCANA SCE&G PSNC Description
4.02 X 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 Statement No.
33-32107)
4.03 X X 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)
4.04 X X 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)
4.05 X X
Fifth through Fifty-third Supplemental Indentures to
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
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
EXHIBIT INDEX
Applicable to
Exhibit Form 10-K of
No. SCANA SCE&G PSNC Description
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
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. 33-57955
May 1, 1999 Exhibit 4.04 to Registration No. 333-86387
4.06 X X 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)
4.07 X X 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)
4.08 X X 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)
4.09 X X Trust Agreement for SCE&G Trust I (Filed as
Exhibit 4.03 to Registration Statement No.
333-49960)
4.10 X X Certificate of Trust of SCE&G Trust I (Filed
as Exhibit 4.04 to Registration Statement
No. 333-49960)
4.11 X X Junior Subordinated Indenture for SCE&G Trust
I (Filed as Exhibit 4.05 to Registration
Statement No. 333-49960)
4.12 X X Guarantee Agreement for SCE&G Trust I (Filed
as Exhibit 4.06 to Registration Statement
No. 333-49960)
4.13 X X Amended and Restated Trust Agreement for
SCE&G Trust I (Filed as Exhibit 4.07 to
Registration Statement No. 333-49960)
4.14 X X 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 X X 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)
4.16 X X 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)
EXHIBIT INDEX
Applicable to
Exhibit Form 10-K of
No. SCANA SCE&G PSNC Description
4.17 X X 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)
4.18 X X Fourth Supplemental Indenture dated as of
February 12, 2001 between PSNC and First
Union National Bank of North Carolina, as
Trustee (Filed as Exhibit 4.05 to
Registration Statement No. 333-68516)
4.19 X PSNC $150 million medium-term notes issued
February 16, 2001 (Filed as Exhibit 4.06
to Registration Statement NO. 333-68516 and
incorporated by reference herein)
10.01 X 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)
10.02 X SCANA Supplemental Executive
Retirement Plan as amended July
1, 2000 (Filed as Exhibit 10.01
to Form 10-Q for the quarter
ended September 30, 2001)
10.03 X 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)
10.04 X SCANA Supplementary Key
Executive Severance Benefits
Plan as amended July 1, 2001
(Filed as Exhibit 10.03a to
Form 10-Q for the quarter ended
September 30, 2001)
10.05 X SCANA Performance Share Plan as amended and
restated effective January 1, 1998
(Filed as Exhibit 10 (e) to Registration
Statement No. 333-86803)
10.06 X SCANA Long-Term Equity Compensation Plan
dated January 2000 filed as Exhibit 4.04 to
Registration Statement No. 333-37398)
10.07 X 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)
10.08 X 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)
10.09 X SCANA Corporation Director Compensation and
Deferral Plan effective January 1, 2001
(Filed as Exhibit 10.05 to Registration
Statement No. 333-49960)
10.10 X Operating Agreement of Pine Needle LNG
Company, LLC dated August 5, 1995 (Filed as
Exhibit 10.01 to Registration Statement No.
333-45206 and incorporated by reference
herein)
10.11 X Amendment to Operating Agreement of Pine
Needle LNG Company, LLC dated October 1,
1995 (Filed as Exhibit 10.02 to Registration
Statement No. 333-45206 and
incorporated by reference herein)
10.12 X Amended Operating Agreement of Cardinal
Extension Company LLC dated December 19,
1996 (Filed as Exhibit 10.03 to Registratio
Statement No. 333-45206 and
incorporated by reference herein)
EXHIBIT INDEX
Applicable to
Exhibit Form 10-K of
No. SCANA SCE&G PSNC Description
10.13 X Amended Construction, Operation and Maintenance
Agreement by and between Cardinal
Operating Company and Cardinal Extension Company,
(Filed as Exhibit 10.04 to Registration Sttement
No. 333-45206 and incorporated by reference
herein)
10.14 X Form of Severance Agreement between PSNC and its
Executive Officers (Filed as Exhibit 10.05 to
Registration Statement No. 333-45206 and
incorporated by reference herein)
10.15 X Service Agreement between PSNC and SCANA
Services, Inc., effective April 1, 2000
(Filed as Exhibit 10.06 to Registration Statement
No. 333-45206 and incorporated by
reference herein)
10.16 X Service Agreement between SCE&G and SCANA
Services, Inc., effective April 1, 2001
(Filed as Exhibit 10.15 to Form 10-Q for the
quarter ended September 30, 2001)
12.01 X X X Statement Re Computation of Ratios (Filed as
Exhibit 12.01 to Form 10-K for the
year ended December 21, 2001 and incorporated by
reference herein)
23.01 X Consents of Experts and Counsel (Independent
Auditors' Consent) (Filed herewith)
23.02 X Consents of Experts and Counsel (Independent
Auditors' Consent) (Filed as Exhibit
23.02 to Form 10-K for the year ended December
31, 2001 and incorporated by
reference herein)
23.03 X Consents of Experts and Counsel (Independent
Auditors' Consent) (Filed as Exhibit
23.03 to Form 10-K for the year ended December
31, 2001 and incorporated by
reference herein)
23.04 X Consents of Experts and Counsel (Consent of
Independent Public Accountants) (Filed
as Exhibit 23.04 to Form 10-K for the year ended
December 31, 2001 and incorporated
by reference herein)
24.01 X X X Power of Attorney (Filed as Exhibit 24.01 to Form
10-K for the year ended December
31, 2001 and incorporated by reference herein)
99.01 X Representation by Independent Public Accountants
(Filed as Exhibit 99.01 to Form
10-K for the year ended December 31, 2001 and
incorporated by reference herein)
EXHIBIT 23.01
SCANA CORPORATION
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Post-Effective Amendment
No. 1 to Registration Statement No. 33-49333 on Form S-8, Registration
Statements No. 333-18973, 333-37398 and 333-87281 on Forms S-8 and Registration
Statements No. 333-86803, 333-49960 and 333-68266 on Forms S-3 of our report
dated March 15, 2002 appearing in this Annual Report on Form 10-K/A of SCANA
Corporation Stock Purchase-Savings Plan for the year ended December 31, 2001.
s/Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Columbia, South Carolina
April 26, 2002