SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM U5S
ANNUAL REPORT
For the year ended December 31, 2004
Filed pursuant to the Public Utility Holding Company Act of 1935 by
SCANA Corporation
1426 Main Street
Columbia, SC 29201
Item |
Page |
|
||
---|---|---|---|---|
1 | SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF DECEMBER 31, 2004 | 3 | ||
2 |
ACQUISITIONS OR SALES OF UTILITY ASSETS |
4 |
||
3 |
ISSUE, SALE, PLEDGE, GUARANTEE OR ASSUMPTION OF SYSTEM SECURITIES |
4 |
||
4 |
ACQUISITION, REDEMPTION OR RETIREMENT OF SYSTEM SECURITIES |
4 |
||
5 |
INVESTMENTS IN SECURITIES OF NONSYSTEM COMPANIES |
5 |
||
6 |
OFFICERS AND DIRECTORS |
6 |
||
Part I |
6 |
|||
Part II | 14 | |||
Part III | 14 | |||
7 |
CONTRIBUTIONS AND PUBLIC RELATIONS |
23 |
||
8 |
SERVICE, SALES AND CONSTRUCTION CONTRACTS |
24 |
||
Part I |
24 |
|||
Part II | 24 | |||
Part III | 24 | |||
9 |
WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES |
24 |
||
10 |
FINANCIAL STATEMENTS AND EXHIBITS |
25 |
||
FINANCIAL STATEMENTS |
25 |
|||
EXHIBITS |
39 |
2
ITEM 1. SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF DECEMBER 31, 2004
Name of Company (and abbreviation used herein) |
# Common Shares Owned |
% Voting Power |
Issuer Book Value |
Owner's Book Value |
Type of Business |
||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
|
|
(Dollars in Millions) |
|
|||||||||||
SCANA Corporation (SCANA) | Publicly owned | Registered holding company | |||||||||||||
South Carolina Electric & Gas Company (SCE&G) | 40,296,147 | 100 | $ | 2,270 | $ | 2,270 | Electric and gas utility | ||||||||
SC Coaltech No. 1 LP(1) | n/a | 40 | 8 | 2 | Rule 58 energy-related | ||||||||||
Coaltech No. 1 LP(2) | n/a | 25 | | | Rule 58 energy-related | ||||||||||
South Carolina Generating Company, Inc. (GENCO) | 1 | 100 | 80 | 80 | Electric utility | ||||||||||
South Carolina Fuel Company, Inc. (SCFC) | 1 | 100 | | | Nonutility-fuel and emission allowance procurement | ||||||||||
South Carolina Pipeline Corporation (SCPC) | 1,000 | 100 | 114 | 114 | Rule 58 energy-related | ||||||||||
SCANA Energy Marketing, Inc. (SEMI) | 1 | 100 | 14 | 14 | Rule 58 energy-related | ||||||||||
PSNC Production Corporation | 1,000 | 100 | 5 | 5 | Rule 58 energy-related | ||||||||||
SCANA Public Service Company, LLC | n/a | 100 | 9 | 9 | Rule 58 energy-related | ||||||||||
SCANA Services, Inc. | 1,000 | 100 | 5 | 5 | Service company | ||||||||||
SCANA Communications, Inc. (SCI) | 1 | 100 | 162 | 162 | Rule 58 energy-related | ||||||||||
SCANA Communications Holdings, Inc. (SCHI) | 1,000 | 100 | 60 | 60 | Exempt telecommunications company | ||||||||||
FRC, LLC(3) | n/a | 50 | 18 | 9 | Rule 58 energy-related | ||||||||||
Primesouth Inc. (PSI) | 1,000 | 100 | 18 | 18 | Rule 58 energy-related | ||||||||||
Palmark, Inc. | 1,000 | 100 | | | Rule 58 energy-related | ||||||||||
SCANA Resources, Inc. (SR) | 1 | 100 | | | Rule 58 energy-related | ||||||||||
ServiceCare, Inc. | 1,000 | 100 | 6 | 6 | Rule 58 energy-related | ||||||||||
SCANA Development Corporation (SDC)* | 4 | 100 | 3 | 3 | Rule 58 energy-related | ||||||||||
Cogen South LLC(4) | n/a | 50 | 21 | 10 | Rule 58 energy-related | ||||||||||
Public Service Company of North Carolina, Incorporated (PSNC) | 1,000 | 100 | 514 | 514 | Gas utility | ||||||||||
Clean Energy Enterprises, Inc. | 2,000 | 100 | | | Rule 58 energy-related | ||||||||||
PSNC Blue Ridge Corporation | 1,000 | 100 | 5 | 5 | Intermediate holding company | ||||||||||
Pine Needle LNG Company, LLC(5) | n/a | 17 | 52 | 9 | Rule 58 energy-related | ||||||||||
PSNC Cardinal Pipeline Company | 1,000 | 100 | 10 | 10 | Intermediate holding company | ||||||||||
Cardinal Pipeline Company, LLC(6) | n/a | 33.2 | 56 | 19 | Rule 58 energy-related | ||||||||||
SCG Pipeline, Inc. | 100 | 100 | 16 | 16 | Rule 58 energy-related | ||||||||||
SCANA Corporate Security Services, Inc.(7) | 1,000 | 100 | | | Rule 58 energy-related |
3
ITEM 2. ACQUISITIONS OR SALES OF UTILITY ASSETS
None.
ITEM 3. ISSUE, SALE, PLEDGE, GUARANTEE OR ASSUMPTION OF SYSTEM SECURITIES
Name of Issuer |
Title of Issue |
Issued and Sold |
Pledged Guaranteed Assumed |
Interest Rate |
Transaction Date |
Proceeds |
Commission Authorization |
|||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
GENCO | Senior Secured Notes | $ | 100,000,000 | | 5.49 | % | 02/11/2004 | $ | 100,000,000 | Rule 52 | ||||||
SCE&G | Infrastructure Loan | 35,400,000 | | * | Various | 35,400,000 | Rule 52 | |||||||||
SCG Pipeline | Note (unsecured) | 12,000,000 | | Variable | 11/01/2003 | 12,000,000 | Rule 52 | |||||||||
SCG Pipeline | Note (unsecured) | 1,750,000 | | Variable | 12/01/2003 | 1,750,000 | Rule 52 | |||||||||
SCPC | Note (unsecured) | 100,000,000 | | 5.44 | % | 10/01/2004 | 100,000,000 | Rule 52 |
*An agreement with the South Carolina Transportation Infrastructure Bank (the Bank) and the South Carolina Department of Transportation (SCDOT) allows SCE&G to borrow funds interest-free from the Bank to construct a roadbed for SCDOT in connection with the Lake Murray Dam remediation project.
SCFC is party to a commercial paper credit agreement for borrowings up to $125,000,000. The amount of commercial paper outstanding at December 31, 2004 was $31,342,000. The maximum amount outstanding during 2004 was $45,736,000 on January 1, 2004. The average daily interest rate during 2004 was 1.38%.
The registrant, SCE&G and SCPC are self-insured for the first $500,000 for worker's compensation coverage guaranteed through a letter of credit (in lieu of a bond). PSNC is self-insured for the first $200,000 for worker's compensation coverage guaranteed by a treasury note.
The above items do not include guarantees of system companies which have been authorized by Commission order under the Public Utility Holding Company Act of 1935, as amended, and which are subject to Rule 24 certificate filing requirements.
ITEM 4. ACQUISITION, REDEMPTION OR RETIREMENT OF SYSTEM SECURITIES
|
|
Number of Shares or Principal Amount |
Extinguished (E) or Held for Further Disposition (D) |
Commission Authorization or Exemption |
||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Name of Issuer |
Title of Issue |
|||||||||||||
Acquired |
Redeemed |
Retired |
Consideration |
|||||||||||
SCE&G | First and Refunding Mortgage | | 100,000,000 | | | E | Rule 42 | |||||||
SCE&G | Franchise Agreement | | | 2,470,000 | 2,470,000 | E | Rule 42 | |||||||
SCE&G | Infrastructure Loan | | | 2,950,000 | 2,950,000 | E | Rule 42 | |||||||
SCE&G | Department of Energy D&D Fund | | | 448,803 | 448,803 | E | Rule 42 | |||||||
PSNC | Senior Debenture (unsecured) | | | 7,500,000 | 7,500,000 | E | Rule 42 | |||||||
SCANA | Notes (unsecured) | | | 50,000,000 | 50,000,000 | E | Rule 42 | |||||||
SCPC | Notes (unsecured) | | | 1,250,000 | 1,250,000 | E | Rule 42 | |||||||
GENCO | Notes (unsecured) | | | 3,700,000 | 3,700,000 | E | Rule 42 |
4
ITEM 5. INVESTMENTS IN SECURITIES OF NONSYSTEM COMPANIES
Category 1
Investor |
Number of Investments |
Aggregate Investment |
Description |
||||
---|---|---|---|---|---|---|---|
SR | 1 | $ | 150,000 | Investee provides loan capital to promote business and industry in South Carolina | |||
SCE&G | 1 | $ | 60,000 | Investee provides loan capital to promote business and industry in South Carolina |
Category 2
Investor |
Issuer |
Investment |
Shares |
% Voting Power |
Book Value |
Description |
|||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|
SCHI | ITC^DeltaCom, Inc. | Warrants to purchase Common Stock | 506,862 | | $ | 50,000 | TelecommunicationsSection 34 exempt | ||||||
SCHI | Magnolia Holding Company LLC | Common Shares | 6,213,732 | | $ | 1,265,273 | TelecommunicationsSection 34 exempt | ||||||
PSI | West Texas Renewables LP | Limited Partnership | n/a | | $ | 4,752,200 | Electric generation | ||||||
PSI | DFI Group Inc. | Operating capital | n/a | | $ | 100,000 | Fuel production |
5
ITEM 6. OFFICERS AND DIRECTORS
OFFICERS
Symbols indicating the positions held by officers are as follows:
Assistant Secretary | AS | General Partner | GP | |||
Assistant Treasurer | AT | Limited Partner | LP | |||
Controller | C | Member | M | |||
Corporate Compliance and Internal Auditing Officer | CCO | President | P | |||
Chief Executive Officer | CEO | Risk Management Officer | RMO | |||
Chief Financial Officer | CFO | Secretary | S | |||
Chairman | CH | Senior Vice President | SVP | |||
Chief Information Officer | CIO | Treasurer | T | |||
Chief Operating Officer | COO | Vice Chairman | VCH | |||
General Counsel | GC | Vice President | VP | |||
General Manager | GM | |||||
SCANA CORPORATION, 1426 Main Street, Columbia, South Carolina 29201 |
||||||
William B. Timmerman |
CH, P, CEO |
James P. Hudson |
CCO |
|||
H. Thomas Arthur | SVP, GC, AS | Cathy Y. Kirven | T | |||
Joseph C. Bouknight | SVP | James E. Swan, IV | C | |||
Kevin B. Marsh | SVP, CFO | Lynn M. Williams | S | |||
Jimmy E. Addison | VP | Gina S. Champion | AS | |||
Mark R. Cannon | RMO | |||||
SOUTH CAROLINA ELECTRIC & GAS COMPANY, 1426 Main Street, Columbia, South Carolina 29201 |
||||||
William B. Timmerman |
CH, CEO |
W. Keller Kissam |
VP |
|||
H. Thomas Arthur | SVP, GC, AS | James M. Landreth | VP | |||
Joseph C. Bouknight | SVP | Chares A. White | VP | |||
Sarena D. Burch | SVP | Mark R. Cannon | RMO | |||
Neville O. Lorick | P, COO | James P. Hudson | CCO | |||
Kevin B. Marsh | SVP, CFO | Cathy Y. Kirven | T | |||
Paul V. Fant | SVP | James E. Swan, IV | C | |||
Stephen A. Byrne | SVP | Lynn M. Williams | S | |||
Jimmy E. Addison | VP | Gina S. Champion | AS | |||
Martin K. Phalen | VP | |||||
V. C. Summer Nuclear Station, P. O. Box 88, Jenkinsville, South Carolina 29065 |
||||||
Jeffrey B. Archie |
VP |
|||||
6
SC COALTECH NO. 1, LP, 823 McCalls Mill Road, Lexington, Kentucky 40515 |
||||||
COALTECH, LLC |
GP |
|||||
Two Pierce Place, Itasca, Illinois 60143 |
||||||
USA Coal LP |
LP |
|||||
1426 Main Street, Columbia, South Carolina 29201 |
||||||
South Carolina Electric & Gas Company |
LP |
|||||
COALTECH NO. 1, LP, 5487 North Milwaukee Avenue, Chicago, Illinois 60630 |
||||||
US Coal, LLC |
GP |
|||||
1415 Roselle Road, Palatine, Illinois 60067 |
||||||
Square D Company |
LP |
|||||
Two Pierce Place, Itasca, Illinois 60143 |
||||||
Canadys Synfuel LLC |
LP |
|||||
1426 Main Street, Columbia, South Carolina 29201 |
||||||
South Carolina Electric & Gas Company |
LP |
|||||
SOUTH CAROLINA GENERATING COMPANY, INC., 1426 Main Street, Columbia, South Carolina 29201 |
||||||
William B. Timmerman |
CH, CEO |
Mark R. Cannon |
RMO |
|||
H. Thomas Arthur | SVP, GC, AS | James P. Hudson | CCO | |||
Joseph C. Bouknight | SVP | Cathy Y. Kirven | T | |||
Neville O. Lorick | P, COO | James E. Swan, IV | C | |||
Kevin B. Marsh | SVP, CFO | Lynn M. Williams | S | |||
Jimmy E. Addison | VP | Gina S. Champion | AS | |||
SOUTH CAROLINA FUEL COMPANY, INC., 1426 Main Street, Columbia, South Carolina 29201 |
||||||
William B. Timmerman |
CH, CEO |
Mark R. Cannon |
RMO |
|||
H. Thomas Arthur | SVP, GC, AS | James P. Hudson | CCO | |||
Joseph C. Bouknight | SVP | Cathy Y. Kirven | T | |||
Neville O. Lorick | P, COO | James E. Swan, IV | C | |||
Kevin B. Marsh | SVP, CFO | Lynn M. Williams | S | |||
Jimmy E. Addison | VP | Gina S. Champion | AS | |||
SOUTH CAROLINA PIPELINE CORPORATION, 105 New Way Road, Columbia, South Carolina 29223 |
||||||
Paul Fant |
P, COO |
Samuel L. Dozier |
VP |
|||
George Fasano, Jr. | SVP, AT | Janet King | AS | |||
1426 Main Street, Columbia, South Carolina 29201 |
||||||
William B. Timmerman |
CH, CEO |
Mark R. Cannon |
RMO |
|||
H. Thomas Arthur | SVP, GC, AS | James P. Hudson | CCO | |||
Joseph C. Bouknight | SVP | Cathy Y. Kirven | T | |||
Sarena D. Burch | SVP | James E. Swan, IV | C | |||
Kevin B. Marsh | SVP, CFO | Lynn M. Williams | S | |||
Jimmy E. Addison | VP | Gina S. Champion | AS | |||
7
SCANA ENERGY MARKETING, INC., 1426 Main Street, Columbia, South Carolina 29203 |
||||||
William B. Timmerman |
CH, CEO |
Robert G. Edwards |
VP |
|||
H. Thomas Arthur | SVP, GC, AS | Mark R. Cannon | RMO | |||
Joseph C. Bouknight | SVP | James P. Hudson | CCO | |||
George J. Bullwinkel, Jr. | P, COO | Cathy Y. Kirven | T | |||
Sarena D. Burch | SVP | James E. Swan, IV | C | |||
Kevin B. Marsh | SVP, CFO | Lynn M. Williams | S | |||
Jimmy E. Addison | VP | Gina S. Champion | AS | |||
d/b/a SCANA ENERGY, Tower Place, Suite 750, 3340 Peachtree Road, Atlanta, Georgia 30326 |
||||||
George T. Devlin |
VP, GM |
|||||
PSNC PRODUCTION CORPORATION, 1426 Main Street, Columbia, South Carolina 29201 |
||||||
William B. Timmerman |
CH, CEO |
Mark R. Cannon |
RMO |
|||
H. Thomas Arthur | SVP, GC, AS | James P. Hudson | CCO | |||
Joseph C. Bouknight | SVP | Cathy Y. Kirven | T | |||
George J. Bullwinkel, Jr. | P, COO | James E. Swan, IV | C | |||
Kevin B. Marsh | SVP, CFO | Lynn M. Williams | S | |||
Jimmy E. Addison | VP | Gina S. Champion | AS | |||
Robert G. Edwards | VP | |||||
SCANA PUBLIC SERVICE COMPANY LLC, 1426 Main Street, Columbia, South Carolina 29201 |
||||||
PSNC Production Corporation |
M |
|||||
SCANA SERVICES, INC., 1426 Main Street, Columbia, South Carolina 29201 |
||||||
William B. Timmerman |
CH, CEO, P, COO |
Jimmy E. Addison |
VP |
|||
H. Thomas Arthur | SVP, GC, AS | Mark R. Cannon | RMO | |||
Joseph C. Bouknight | SVP | J. Patrick Hudson | CCO | |||
Sarena D. Burch | SVP | Cathy Y. Kirven | T | |||
Stephen A. Byrne | SVP | Randal M. Senn | CIO | |||
Sharon K. Jenkins | SVP | James E. Swan, IV | C | |||
Kevin B. Marsh | SVP, CFO | Lynn M. Williams | S | |||
Charles B. McFadden | SVP | Gina S. Champion | AS | |||
105 New Way Road, Columbia, South Carolina 29223 |
||||||
George Fasano |
SVP |
|||||
SCANA COMMUNICATIONS, INC., 1426 Main Street, Columbia, South Carolina 29201 |
||||||
William B. Timmerman |
CH, CEO |
Mark R. Cannon |
RMO |
|||
H. Thomas Arthur | SVP, GC, AS | James P. Hudson | CCO | |||
Joseph C. Bouknight | SVP | Cathy Y. Kirven | T | |||
George J. Bullwinkel | P, COO | James E. Swan, IV | C | |||
Kevin B. Marsh | SVP, CFO | Lynn M. Williams | S | |||
Jimmy E. Addison | VP | Gina S. Champion | AS | |||
SCANA COMMUNICATIONS HOLDINGS, INC. 1426 Main Street, Columbia, South Carolina 29201 |
||||||
William B. Timmerman |
CH, CEO |
Jimmy E. Addison |
T |
|||
Kevin B. Marsh | SVP, CFO | Lynn M. Williams | S | |||
200 West Ninth Street Plaza, Suite 600, Wilmington, Delaware 19801 |
||||||
Peter J. Winnington |
AT, AS |
|||||
8
FRC, LLC, 1426 Main Street, Columbia, South Carolina 29201 |
||||||
George J. Bullwinkel, Jr. |
CH |
|||||
454 S. Anderson Road, Suite 303, Rock Hill, South Carolina 29730 |
||||||
James Johnson |
VCH |
Larry Vincent |
VP |
|||
Terry Metze | S | |||||
PRIMESOUTH, INC., 111 Research Drive, Columbia, South Carolina 29221 |
||||||
Maurice Dean Bain |
VP |
|||||
1426 Main Street, Columbia, South Carolina 29201 |
||||||
William B. Timmerman |
CH, CEO |
Mark R. Cannon |
RMO |
|||
H. Thomas Arthur | SVP, GC, AS | James P. Hudson | CCO | |||
Joseph C. Bouknight | SVP | Cathy Y. Kirven | T | |||
Neville O. Lorick | P, COO | James E. Swan, IV | C | |||
Kevin B. Marsh | SVP, CFO | Lynn M. Williams | S | |||
Jimmy E. Addison | VP | Gina S. Champion | AS | |||
PALMARK, INC., 11 Research Drive, Columbia, South Carolina 29221 |
||||||
Maurice Dean Bain |
VP |
|||||
1426 Main Street, Columbia, South Carolina 29201 |
||||||
William B. Timmerman |
CH, CEO |
Mark R. Cannon |
RMO |
|||
H. Thomas Arthur | SVP, GC, AS | James P. Hudson | CCO | |||
Joseph C. Bouknight | SVP | Cathy Y. Kirven | T | |||
Neville O. Lorick | P, COO | James E. Swan, IV | C | |||
Kevin B. Marsh | SVP, CFO | Lynn M. Williams | S | |||
Jimmy E. Addison | VP | Gina S. Champion | AS | |||
SCANA RESOURCES, INC., 1426 Main Street, Columbia, South Carolina 29201 |
||||||
William B. Timmerman |
CH, CEO |
James P. Hudson |
CCO |
|||
H. Thomas Arthur | SVP, GC, AS | Cathy Y. Kirven | T | |||
Joseph C. Bouknight | SVP | James E. Swan, IV | C | |||
Kevin B. Marsh | P, COO, CFO | Lynn M. Williams | S | |||
Jimmy E. Addison | VP | Gina S. Champion | AS | |||
Mark R. Cannon | RMO | |||||
SERVICECARE, INC., 246 Stoneridge Drive, Suite 300, Columbia, South Carolina 29210 |
||||||
Steven Burns |
VP |
|||||
1426 Main Street, Columbia, South Carolina 29201 |
||||||
William B. Timmerman |
CH, CEO |
Mark R. Cannon |
RMO |
|||
H. Thomas Arthur | SVP, GC, AS | James P. Hudson | CCO | |||
Joseph C. Bouknight | SVP | Cathy Y. Kirven | T | |||
George J. Bullwinkel, Jr. | P, COO | James E. Swan, IV | C | |||
Kevin B. Marsh | SVP, CFO | Lynn M. Williams | S | |||
Jimmy E. Addison | VP | Gina S. Champion | AS | |||
SCANA DEVELOPMENT CORPORATION, 1426 Main Street, Columbia, South Carolina 29201 |
||||||
William B. Timmerman |
CH, CEO |
Kevin B. Marsh |
SVP, CFO |
|||
H. Thomas Arthur | SVP, GC | Lynn M. Williams | S | |||
COGEN SOUTH, LLC, 1426 Main Street, Columbia, South Carolina 29201 |
||||||
SCANA Corporation |
M |
|||||
9
Post Office Box 118005, Charleston, South Carolina 29423-8005 |
||||||
Mead Westvaco Corporation |
M |
|||||
SCANA CORPORATE SECURITY SERVICES, INC., 1426 Main Street, Columbia, South Carolina 29201 |
||||||
William B. Timmerman |
CH, CEO |
Kevin B. Marsh |
CFO, T |
|||
H. Thomas Arthur | GC, AS | Lynn M. Williams | S | |||
PUBLIC SERVICE COMPANY OF NORTH CAROLINA, INCORPORATED d/b/a PSNC ENERGY, 1426 Main Street, Columbia, South Carolina 29201 |
||||||
William B. Timmerman |
CH, CEO |
Mark R. Cannon |
RMO |
|||
H. Thomas Arthur | SVP, GC, AS | James P. Hudson | CCO | |||
Sarena D. Burch | SVP | Cathy Y. Kirven | T | |||
Joseph C. Bouknight | SVP | James E. Swan, IV | C | |||
Kevin B. Marsh | SVP, CFO | Lynn M. Williams | S | |||
Jimmy E. Addison | VP | Gina S. Champion | AS | |||
800 Gaston Road, Building A, Gastonia, North Carolina 28056 |
||||||
Jerry W. Richardson |
P, COO |
Judy Czerwinski |
AS |
|||
D. Russell Harris | VP | |||||
CLEAN ENERGY ENTERPRISES, INC., 800 Gaston Road, Building A, Gastonia, North Carolina 28056 |
||||||
Jerry W. Richardson |
P, COO |
Judy S. Czerwinski |
AS |
|||
D. Russell Harris | VP | |||||
1426 Main Street, Columbia, South Carolina 29201 |
||||||
William B. Timmerman |
CH, CEO |
Mark R. Cannon |
RMO |
|||
H. Thomas Arthur | SVP, GC, AS | James P. Hudson | CCO | |||
Joseph C. Bouknight | SVP | Cathy Y. Kirven | T | |||
Sarena D. Burch | SVP | James E. Swan, IV | C | |||
Kevin B. Marsh | SVP, CFO | Lynn M. Williams | S | |||
Jimmy E. Addison | VP | Gina S. Champion | AS | |||
PSNC BLUE RIDGE CORPORATION, 800 Gaston Road, Building A, Gastonia, North Carolina 28056 |
||||||
Jerry W. Richardson |
P, COO |
Judy S. Czerwinski |
AS |
|||
D. Russell Harris | VP | |||||
1426 Main Street, Columbia, South Carolina 29201 |
||||||
William B. Timmerman |
CH, CEO |
Mark R. Cannon |
RMO |
|||
H. Thomas Arthur | SVP, GC, AS | James P. Hudson | CCO | |||
Joseph C. Bouknight | SVP | Cathy Y. Kirven | T | |||
Sarena D. Burch | SVP | James E. Swan, IV | C | |||
Kevin B. Marsh | SVP, CFO | Lynn M. Williams | S | |||
Jimmy E. Addison | VP | Gina S. Champion | AS | |||
PINE NEEDLE LNG COMPANY, LLC, 2800 Post Oak Boulevard, Post Office Box 1396, Houston, Texas 77251-1396 |
||||||
Frank Ferazzi |
CH |
Russell Rush |
S |
|||
10
PSNC CARDINAL PIPELINE COMPANY, 800 Gaston Road, Building A, Gastonia, North Carolina 28056 |
||||||
Jerry W. Richardson |
P, COO |
Judy S. Czerwinski |
AS |
|||
D. Russell Harris | VP | |||||
1426 Main Street, Columbia, South Carolina 29201 |
||||||
William B. Timmerman |
CH, CEO |
Mark R. Cannon |
RMO |
|||
H. Thomas Arthur | SVP, GC, AS | James P. Hudson | CCO | |||
Joseph C. Bouknight | SVP | Cathy Y. Kirven | T | |||
Sarena D. Burch | SVP | James E. Swan, IV | C | |||
Kevin B. Marsh | SVP, CFO | Lynn M. Williams | S | |||
Jimmy E. Addison | VP | Gina S. Champion | AS | |||
CARDINAL PIPELINE COMPANY, LLC, 1915 Rexford Road, Post Office Box 33068, Charlotte, North Carolina 28233 |
||||||
Thomas E. Skains |
M |
|||||
800 Gaston Road, Building A, Gastonia, North Carolina 28056 |
||||||
Bill Williams |
M |
|||||
411 Fayetteville Street Mall PEB18C5, Post Office Box 1551, Raleigh, North Carolina 27602 |
||||||
Terry Davis |
M |
|||||
Post Office Box 1396, Houston, Texas 77251-1396 |
||||||
Frank Ferazzi |
M |
|||||
SCG PIPELINE, INC., 105 New Way Road, Columbia, South Carolina 29223 |
||||||
Paul Fant |
P, COO |
Janet King |
AS |
|||
1426 Main Street, Columbia, South Carolina 29201 |
||||||
William B. Timmerman |
CH, CEO |
James P. Hudson |
CCO |
|||
H. Thomas Arthur | SVP, GC, AS | Cathy Y. Kirven | T | |||
Joseph C. Bouknight | SVP | James E. Swan, IV | C | |||
Kevin B. Marsh | SVP, CFO | Lynn M. Williams | S | |||
Jimmy E. Addison | VP | Gina S. Champion | AS | |||
Mark R. Cannon | RMO |
DIRECTORS
SCANA CORPORATION | |||
Bill L. Amick Amick Farms, Inc. Route 3, Box 140 HWY 178 P. O. Box 2309 Batesburg-Leesville, SC 29070-0309 |
W. Hayne Hipp The Liberty Corporation 135 South Main Street P. O. Box 789 Greenville, SC 29602 |
||
James A. Bennett First Citizens Bank Executive Office 1225 Lady Street Columbia, SC 29201 |
Lynne M. Miller Environmental Strategies Consulting, LLC 11911 Freedom Drive, Suite 900 Reston, VA 20190 |
||
11
William B. Bookhart, Jr. Capital Bank 4901 Glenwood Avenue Raleigh, NC 27612 |
Maceo K. Sloan Sloan Financial Group, Inc. 103 West Main Street, Suite 400 Durham, NC 27701-3638 |
||
William C. Burkhardt 3100 NE 48th Court, Apt. 109 Lighthouse Point, FL 33064 |
Harold C. Stowe Canal Holdings LLC 3700 Clay Pond Road, Suite 6 Myrtle Beach, SC 29579 |
||
Elaine T. Freeman ETV Endowment of SC 401 East Kennedy St., Suite B-1 Spartanburg, SC 29302 |
William B. Timmerman Chairman, President and Chief Executive Officer SCANA Corporation 19-8 Columbia, SC 29218 |
||
D. Maybank Hagood William M. Bird and Co., Inc. 4210 Azalea Drive P. O. Box 20040 Charleston, SC 29413 |
G. Smedes York York Properties, Inc. 1900 Cameron Street P. O. Box 10007 Raleigh, NC 27605 |
||
SOUTH CAROLINA ELECTRIC & GAS COMPANY(1)(2) |
|||
SC COALTECH NO. 1, LP |
|||
William D. Brown(3) |
|||
COALTECH NO. 1, LP |
|||
David S. O'Neill(4) |
|||
SOUTH CAROLINA GENERATING COMPANY, INC.(1)(2) |
|||
SOUTH CAROLINA PIPELINE CORPORATION(1)(2) |
|||
SCANA ENERGY MARKETING, INC.(1)(2) |
|||
PSNC PRODUCTION CORPORATION(1)(2) |
|||
SCANA PUBLIC SERVICE COMPANY LLC(1)(2) |
|||
SCANA SERVICES, INC.(1)(2) |
|||
SCANA COMMUNICATIONS, INC.(1)(2) |
|||
SCANA COMMUNICATIONS HOLDINGS, INC. |
|||
P. J. Winnington 300 Delaware Avenue, Suite 510 Wilmington, Delaware 19801 |
William B. Timmerman(2) James A. Bennett(2) |
||
FRC, LLC(5) |
|||
George J. Bullwinkel, Jr. James Johnson |
Terry Metze Larry Vincent |
||
PRIMESOUTH INC.(1)(2) |
|||
PALMARK, INC.(1)(2) |
|||
SCANA RESOURCES, INC.(1)(2) |
|||
SERVICECARE, INC.(1)(2) |
|||
SCANA DEVELOPMENT CORPORATION(1)(2) |
|||
12
COGEN SOUTH, LLC(6) |
|||
James M. Landreth John D. Andrews |
|||
PUBLIC SERVICE COMPANY OF NORTH CAROLINA, INCORPORATED(1)(2) |
|||
CLEAN ENERGY ENTERPRISES, INC.(1)(2) |
|||
PSNC BLUE RIDGE CORPORATION(1)(2) |
|||
PINE NEEDLE LNG COMPANY, LLC |
|||
Arthur Corbin 104 Town Park Drive Kennesaw, GA 30144 |
Frank Ferazzi 2800 Post Oak Boulevard Post Office Box 1396 Houston, TX 77251-1396 |
||
Terry Davis 411 Fayetteville Street Mall PEB18C5 Post Office Box 1551 Raleigh, North Carolina 27602 |
Donald Lutken One Allen Center 500 Dallas Street Houston, Texas 77002 |
||
Russell Rush 2800 Post Oak Boulevard Houston, Texas 77251-1396 |
Thomas E. Skains 1915 Rexford Road Post Office Box 33068 Charlotte, North Carolina 28233 |
||
Bill Williams 800 Gaston Road, Building A Gastonia, North Carolina 28056 |
|||
PSNC CARDINAL PIPELINE COMPANY(1)(2) |
|||
CARDINAL PIPELINE COMPANY, LLC(7) |
|||
Terry Davis Thomas E. Skains |
Frank Ferazzi Bill Williams |
||
SCG PIPELINE, INC.(1)(2) |
13
Name of Officer or Director |
Name and Location of Financial Institution |
Position Held in Financial Institution |
Applicable Exemption Rule |
|||
---|---|---|---|---|---|---|
James A. Bennett | First Citizens Bank | Executive Vice President and Director of Public Affairs | Pending no action letter | |||
William C. Burkhardt |
Capital Bank |
Director |
70(a) |
|||
Elaine T. Freeman |
National Bank of South Carolina |
Director |
70(a) |
|||
Lynne M. Miller |
Adams National Bank |
Director |
70(b) |
|||
Maceo K. Sloan |
M&F Bancorp |
Director |
70(b) |
(a) The compensation of directors and executive officers of system companies:
Director Compensation
Board Fees
Officers of SCANA who are also directors do not receive additional compensation for their service as directors. Since July 1, 2004, compensation for non-employee directors consists of the following:
Director Compensation and Deferral Plans
Since January 1, 2001, non-employee director compensation and deferrals have been governed by the SCANA Corporation Director Compensation and Deferral Plan. Amounts deferred by directors in previous years under the SCANA Voluntary Deferral Plan continue to be governed by that plan.
Under the Director Compensation and Deferral Plan, a director may elect to defer the 60% of the annual retainer fee required to be paid in SCANA common stock in a hypothetical investment in SCANA common stock, with distribution from the plan to be ultimately payable in actual shares of SCANA common stock. A director may also elect to defer the 40% of the annual retainer fee not required to be paid in stock and up to 100% of meeting attendance and conference fees with distribution from the plan to be ultimately payable in either SCANA common stock or cash. Amounts payable in SCANA common stock accrue earnings during the deferral period at SCANA's dividend rate, which amount may be elected to be paid in cash when accrued or retained to invest in hypothetical shares of SCANA common stock. Amounts payable in cash accrue interest earnings until paid.
14
Executive Officer Compensation
Base Salaries
Executive salaries are reviewed annually by the Human Resources Committee. Adjustments are made on the basis of an assessment of individual performance, relative levels of accountability, prior experience, breadth and depth of knowledge and changes in market pay practices.
Annual Incentive Plan
SCANA's Annual Incentive Plan promotes SCANA's pay-for-performance philosophy, as well as its goal of having a meaningful amount of executive pay "at-risk." Through this plan, financial incentives are provided in the form of annual cash bonuses.
Bonuses earned are based on the level of performance achieved. Award payouts calculated as a percentage of salary control point, may increase to a maximum of 1.5 times target if performance exceeds the goals established. Award payouts may decrease, generally to a minimum of one-half the target-level awards, if performance fails to meet established targets. Awards earned based on the achievement of pre-established goals may nonetheless be decreased if the Human Resources Committee determines that actual results warrant a lower payout.
For 2004, the Annual Incentive Plan placed equal emphasis on achieving profitability targets and meeting annual business objectives relating to such matters as efficiency, quality of service, customer satisfaction and progress toward SCANA's strategic objectives. The plan allows for an adjustment of an award based upon an evaluation of individual performance. Each award may be increased or decreased by no more than 20% based on the individual performance evaluation, but in no case may an award exceed the maximum payout of 1.5 times target.
Due to SCANA's accomplishment of its profitability targets and meeting its annual business objectives for 2004, participants in the plan received payouts for 2004.
Long-Term Equity Compensation Plan
The potential value of long-term incentive opportunities comprises a significant portion of the total compensation package for officers and key employees. The Human Resources Committee believes this approach to total compensation opportunities provides the appropriate focus for those officers and other key employees who are charged with the responsibility for managing the Company and achieving success for SCANA's shareholders. A portion of each executive's potential compensation consists of awards under the Long-Term Equity Compensation Plan. Long-term awards available to the committee under the plan include incentive and nonqualified stock options, stock appreciation rights (either alone or in tandem with a related option), restricted stock, performance units and performance shares. Certain of these awards may be granted subject to satisfaction of specific performance goals. For the 2004-2006 cycle, awards under the Long-Term Equity Compensation Plan consisted of performance shares and performance units.
Performance Share Awards
SCANA's performance share awards under the Long-Term Equity Compensation Plan pay bonuses to executives based on SCANA's Total Shareholder Return ("TSR") relative to a group of peer companies over a three-year period. The purpose of performance share awards is to ensure that executives are compensated only when shareholders gain.
15
TSR is stock price increase over the three-year period, plus cash dividends paid during that period, divided by stock price as of the beginning of the period. Comparing SCANA's TSR to the TSR of a group of other companies reflects SCANA's recognition that investors could have invested their funds in other entities and measures how well SCANA performed when compared to others in the group.
Performance Unit Awards
SCANA's performance unit awards under the Long-Term Equity Compensation Plan pay bonuses to executives based on increases in earnings per share from ongoing operations over a three-year period. The purpose of the performance unit awards is to tie a portion of the executive's potential compensation to success in the operations area. Earnings from ongoing operations are net earnings from operations excluding (i) the cumulative effect of mandated changes in accounting principles and (ii) the effect of sales of certain investments and assets, impairment charges related to certain investments and charges related to litigation.
2004 Compensation of Chief Executive Officer
For 2004, Mr. Timmerman's compensation consisted of the following:
16
Summary Compensation Table |
||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
|
|
Annual Compensation |
Long-Term Compensation |
||||||||||||
|
|
|
|
|
|
Awards |
Payouts |
|
||||||||
Executive Officer of System Company |
Name and Principal Position |
Year |
Salary ($) |
Bonus(1) ($) |
Other Annual Compensation(2) ($) |
Securities Underlying Option/ SARS (#) |
LTIP Payouts(3) ($) |
All Other Compensation(4) ($) |
||||||||
All System Companies | W. B. Timmerman Chairman, President and Chief Executive OfficerSCANA | 2004 2003 2002 |
931,583 858,219 751,228 |
(5) |
948,494 718,493 760,949 |
7,788 5,754 16,435 |
219,200 |
1,150,242 536,884 |
101,040 97,150 44,614 |
|||||||
SCANA Services & SCE&G | N. O. Lorick President and Chief Operating OfficerSCE&G |
2004 2003 2002 |
470,833 419,808 376,538 |
378,625 300,036 317,808 |
8,075 5,962 16,958 |
77,816 |
325,384 145,487 |
47,252 44,257 22,132 |
||||||||
All System Companies | K. B. Marsh Senior Vice President and Chief Financial OfficerSCANA |
2004 2003 2002 |
470,833 419,808 375,384 |
378,625 300,036 317,808 |
1,282 928 10,183 |
77,816 |
325,384 209,432 |
47,252 44,257 22,063 |
||||||||
SCANA Services & SCPC | G. J. Bullwinkel President and Chief Operating OfficerSouth Carolina Pipeline Corporation |
2004 2003 2002 |
389,583 346,411 305,332 |
247,625 212,575 176,628 |
5,257 3,904 13,993 |
42,341 |
169,634 146,345 |
36,943 31,382 17,860 |
||||||||
SCANA Services & SCE&G | S. A. Byrne Senior Vice President-Nuclear OperationsSCE&G |
2004 2003 2002 |
362,728 323,351 285,385 |
225,660 180,675 191,339 |
9,000 |
42,992 |
169,634 146,345 |
33,366 30,993 16,663 |
||||||||
All System Companies | H. T. Arthur* Senior Vice President and General Counsel |
2004 2003 2002 |
343,333 360,950 297,115 |
210,438 180,675 191,339 |
6,993 5,106 15,830 |
42,992 |
169,634 146,345 |
32,690 33,603 17,367 |
17
(b) Interest in securities of system companies
The following table lists shares of SCANA common stock beneficially owned on January 20, 2005.
SHARE OWNERSHIP OF DIRECTORS, NOMINEES AND EXECUTIVE OFFICERS
Name |
Amount and Nature of Beneficial Ownership of SCANA Common Stock*(1)(2)(3)(4)(5) |
Name |
Amount and Nature of Beneficial Ownership of SCANA Common Stock*(1)(2)(3)(4)(5) |
|||
---|---|---|---|---|---|---|
B. L. Amick(6) | 10,865 | D. M. Hagood(6) | 1,408 | |||
H. T. Arthur | 89,091 | W. H. Hipp | 4,896 | |||
J. A. Bennett | 2,523 | N. O. Lorick | 44,686 | |||
W. B. Bookhart, Jr.(6) | 24,337 | K. B. Marsh | 44,020 | |||
J. C. Bouknight | 177 | L. M. Miller | 3,603 | |||
G. J. Bullwinkel | 76,409 | F. P. Mood | 900 | |||
S. D. Burch | 23,012 | M. K. Sloan(6) | 4,678 | |||
W. C. Burkhardt(6) | 12,142 | H. C. Stowe(6) | 2,500 | |||
S. A. Byrne | 78,784 | W. B. Timmerman | 180,608 | |||
P. V. Fant | 24,703 | G. S. York | 12,707 | |||
E. T. Freeman | 11,568 |
All directors and executive officers as a group (20 persons) total 724,483 shares, including 346,252 shares subject to currently exercisable options and options that will become exercisable within 60 days. Total percent of class outstanding is less than one percent.
18
Option Exercises, Outstanding Options and Related Information
Aggregated Option/SAR Exercises in Last Fiscal Year and FY-End Option/SAR Values
(a) |
(b) |
(c) |
(d) |
(e) |
||||
---|---|---|---|---|---|---|---|---|
Name |
Shares Acquired On Exercise (#) |
Value Realized ($) |
Number of Securities Underlying Unexercised Options/SARs At FY-End (#) Exercisable/ Unexercisable |
Value of Unexercised In-the-Money Options/SARs at FY-End ($)(1) Exercisable/ Unexercisable |
||||
W. B. Timmerman | 261,534 | 1,956,678 | 50,000/73,067 | 594,000/868,036 | ||||
N. O. Lorick | 90,920 | 780,117 | 0/25,939 | 0/308,155 | ||||
K. B. Marsh | 100,215 | 878,895 | 0/25,939 | 0/308,155 | ||||
G. J. Bullwinkel | 25,000 | 234,402 | 31,166/14,113 | 358,508/161,689 | ||||
S. A. Byrne | | | 56,599/14,331 | 656,320/170,252 | ||||
H. T. Arthur | | | 56,599/14,331 | 656,320/170,252 |
Long-Term Incentive Plans Awards
The following table lists the performance share awards and the performance unit awards made in 2004 (for potential payment in 2007) under the Long-Term Equity Compensation Plan and estimated future payouts under that plan at threshold, target and maximum levels for each of the executive officers included in the Summary Compensation Table.
LONG-TERM INCENTIVE PLANS
AWARDS IN LAST FISCAL YEAR
|
|
|
Estimated Future Payouts Under Non-Stock Price-Based Plans |
|||||||
---|---|---|---|---|---|---|---|---|---|---|
|
Number of Shares, Units or Other Rights(#) |
Performance or Other Period Until Maturation or Payout |
||||||||
Name |
Threshold (#) |
Target (#) |
Maximum (#) |
|||||||
W. B. Timmerman | 31,773 | (1) | 2004-2006 | 15,887 | 31,773 | 47,660 | ||||
W. B. Timmerman | 21,182 | (2) | 2004-2006 | 10,591 | 21,182 | 31,773 | ||||
N. O. Lorick | 11,057 | (1) | 2004-2006 | 5,529 | 11,057 | 16,586 | ||||
N. O. Lorick | 7,372 | (2) | 2004-2006 | 3,686 | 7,372 | 11,058 | ||||
K. B. Marsh | 11,057 | (1) | 2004-2006 | 5,529 | 11,057 | 16,586 | ||||
K. B. Marsh | 7,372 | (2) | 2004-2006 | 3,686 | 7,372 | 11,058 | ||||
G. J. Bullwinkel | 7,991 | (1) | 2004-2006 | 3,996 | 7,991 | 11,987 | ||||
G. J. Bullwinkel | 5,327 | (2) | 2004-2006 | 2,664 | 5,327 | 7,991 | ||||
S. A. Byrne | 7,991 | (1) | 2004-2006 | 3,996 | 7,991 | 11,987 | ||||
S. A. Byrne | 5,327 | (2) | 2004-2006 | 2,664 | 5,327 | 7,991 | ||||
H. T. Arthur | 5,992 | (1) | 2004-2006 | 3,996 | 7,991 | 11,987 | ||||
H. T. Arthur | 3,995 | (2) | 2004-2006 | 2,664 | 5,327 | 7,991 |
19
Payouts on performance share awards will occur when SCANA's total shareholder return is in the top two-thirds of the Long-Term Equity Compensation Plan peer group for the period and will vary based on SCANA's ranking against the peer group. Executives will earn threshold payouts (50% of award) at the 33rd percentile of three-year performance. Target payouts (100% of award) will be made at the 50th percentile of three-year performance. Maximum payouts (150% of award) will be made when performance is at or above the 75th percentile of the peer group. Payments will be made on a sliding scale for performance between threshold and target and target and maximum. No payouts will be earned if performance is at less than the 33rd percentile. Awards are designated as target shares of SCANA common stock and may be paid in stock or cash or a combination of stock and cash.
Payouts on performance unit awards will occur when SCANA's three-year average growth in earnings per share from ongoing operations equals or exceeds 2%. Executives will earn threshold payments (50% of award) at 2% average growth, target payments (100% of award) at 4% average growth and maximum payouts (150% of award) at 6% average growth. No payouts will occur if average growth in earnings per share from ongoing operations over the period is less than 2%. Awards are designated as target units of SCANA common stock and may be paid in stock or cash or a combination of stock and cash at SCANA's discretion.
Defined Benefit Plans
SCANA has a tax qualified defined benefit retirement plan (the "Retirement Plan"). The plan has a mandatory cash balance benefit formula for employees hired on or after January 1, 2000. Effective July 1, 2000, SCANA employees hired prior to January 1, 2000 were given the choice of remaining under the Retirement Plan's final average pay formula or switching to the cash balance formula. All the executive officers named in the Summary Compensation Table elected to participate under the cash balance formula of the plan.
The cash balance formula is expressed in the form of a hypothetical account balance. Account balances are increased monthly by interest and compensation credits. The interest rate used for accumulating account balances is determined annually and is equal to the average rate for 30-year Treasury Notes for December of the previous calendar year. Compensation credits equal 5% of compensation under the Social Security wage base and 10% of compensation in excess of the Social Security wage base.
In addition to its Retirement Plan for all employees, SCANA has Supplemental Executive Retirement Plans ("SERPs") for certain eligible employees, including officers. A SERP is an unfunded plan that provides for benefit payments in addition to benefits payable under the qualified Retirement Plan in order to replace benefits lost in the Retirement Plan because of Internal Revenue Code maximum benefit limitations.
Termination, Severance and Change in Control Arrangements
SCANA maintains an Executive Benefit Plan Trust. The purpose of the trust is to help retain and attract quality leadership in key SCANA positions. The trust holds SCANA contributions (if made) which may be used to pay the deferred compensation benefits of certain directors, executives and other key employees of SCANA in the event of a Change in Control (as defined in the trust). The current executive officers included in the Summary Compensation Table participate in all the plans listed below which are covered by the trust.
20
The Key Executive Severance Benefits Plan and each of the plans listed under (1) through (4) provide for payment of benefits in a lump sum to the eligible participants immediately upon a Change in Control, unless the Key Executive Severance Benefits Plan is terminated prior to the Change in Control. In contrast, the Supplementary Key Executive Severance Benefits Plan is operative for a period of 24 months following a Change in Control where the Key Executive Severance Benefits Plan is inoperative because it was terminated before the Change in Control. The Supplementary Key Executive Severance Benefits Plan provides benefits in lieu of those otherwise provided under plans (1) through (4) if: (i) the participant is involuntarily terminated from employment without "Just Cause," or (ii) the participant voluntarily terminates employment for "Good Reason" (as these terms are defined in the Supplementary Key Executive Severance Benefits Plan).
Benefit distributions relative to a Change in Control, as to which either the Key Executive Severance Benefits Plan or the Supplementary Key Executive Severance Benefits Plan is operative, include an amount equal to estimated federal, state and local income taxes and any estimated applicable excise taxes owed by the plan participants on those benefits.
The benefit distributions under the Key Executive Severance Benefits Plan would include the following three benefits:
Additional benefits payable upon a Change in Control where the Key Executive Severance Benefits Plan is operable are:
The benefits and their respective amounts under the Supplementary Key Executive Severance Benefits Plan would be the same except that the benefits payable with respect to the Executive Deferred Compensation Plan would be increased by the prime rate published in the Wall Street Journal most nearly preceding the date of the Change in Control plus 3% calculated until the end of the month preceding the month in which the benefits are distributed.
21
(c) Contracts and transactions with system companies:
During 2004, SCANA incurred advertising expenses of $75,412 (including the value of non-utility in-kind services provided by SCANA and its subsidiaries) for services provided by subsidiaries of The Liberty Corporation. SCANA's management believes that these services, a significant portion of which were arranged through the use of an independent third-party advertising agency, were provided at competitive market rates. Mr. Hipp is Chairman and Chief Executive Officer and a director of The Liberty Corporation. It is anticipated that similar transactions will occur in the future.
(d) Indebtedness to system companies: None
(e) Participation in bonus and profit-sharing arrangements and other benefits: Described previously at (a) and (b).
(f) Rights to indemnity.
Directors and officers of SCANA and its wholly owned subsidiaries are insured under a directors and officers liability policy issued by AEGIS Insurance Services, Inc. The policy is for the period October 31, 2004 through October 31, 2005.
22
ITEM 7. CONTRIBUTIONS AND PUBLIC RELATIONS
Recipient |
Amount |
||
---|---|---|---|
CONGRESSIONAL BLACK CAUCUS AND LEADERSHIP INSTITUTE | $ | 50,000 | |
SC STATE REPUBLICAN PARTY BUILDING FUND | 20,000 |
SCANA and its subsidiaries have established political action committees and have incurred, in connection with the provisions of the Federal Election Campaign Act, certain costs for the administration of such committees.
Company |
Recipient |
Purpose |
Account Charged |
Amount |
|||||
---|---|---|---|---|---|---|---|---|---|
SCANA | JEFF DICKERSON | PUBLIC RELATIONS | 921 | $ | 67,400 | ||||
SCANA | MCRAE COMM. | PUBLIC RELATIONS | 921 | 89,770 | |||||
SCANA | SC POLICY COUNCIL | MEMBERSHIP | 426 | 50,000 | |||||
SCANA | CENTRAL CAROLINA ECONOMIC DEV. ALLIANCE | SUPPORT | 921 | 25,000 | |||||
SCANA | CHARLESTON REGIONAL DEV. ALLIANCE | SUPPORT | 921 | 25,000 | |||||
SCANA | CHAMPIONS FOR EDUCATION | SPONSORSHIP | 921 | 54,940 | |||||
SCANA | CITY CENTER PARTNERSHIP | CONTRIBUTION | 921 | 25,000 | |||||
SCANA | CITIZENS FOR COMMUNITY IMPROVEMENT | SUPPORT | 921 | 35,000 | |||||
SCANA | CLEMSON UNIVERSITY FOUNDATION | SUPPORT | 921 | 10,000 | |||||
SCANA | SC WORLD TRADE CENTER | SUPPORT | 921 | 20,000 | |||||
SCANA | CITIZENS FOR LEXINGTON COUNTY PROPERTY TAX RELIEF | SUPPORT | 921 | 10,000 | |||||
SCANA | GREATER BEAUFORT CHAMBER OF COMERCE | SUPPORT | 921 | 10,000 | |||||
SCANA | GREATER COLUMBIA CHAMBER OF COMMERCE | SUPPORT | 921 | 62,500 | |||||
SCANA | GREATER SUMMERVILLE CHAMBER OF COMMERCE | SUPPORT | 921 | 10,000 | |||||
SCANA | CHARLESTON METRO CHAMBER | SUPPORT | 921 | 10,000 | |||||
SCANA | ENGENUITY SC | SUPPORT | 921 | 10,000 | |||||
SCANA | BIPEC | SPONSORSHIP | 426 | 10,000 | |||||
SCANA | MISC21 ITEMS LESS THAN $10,000 | COMMUNITY DEV. & EDUC | 921 | 66,750 |
23
ITEM 8. SERVICE, SALES AND CONSTRUCTION CONTRACTS
Transaction |
Serving Company |
Receiving Company |
Compensation (in Thousands) |
Contract Date |
In Effect at December 31, 2004 |
||||||
---|---|---|---|---|---|---|---|---|---|---|---|
(Note) | SCE&G | SCPC | $ | * | (Note) | Yes | |||||
(Note) | SCE&G | SEMI | * | (Note) | Yes | ||||||
(Note) | SCE&G | SEGA | * | (Note) | Yes | ||||||
(Note) | SCE&G | SCI | * | (Note) | Yes | ||||||
(Note) | SCE&G | PSI | * | (Note) | Yes | ||||||
(Note) | SCE&G | SVCI | * | (Note) | Yes | ||||||
(Note) | SCE&G | SCG | * | (Note) | Yes | ||||||
(Note) | SEMI | SCPC | * | (Note) | Yes | ||||||
(Note) | PSNC | SEMI | * | (Note) | Yes | ||||||
(Note) | PSNC | SCPC | * | (Note) | Yes | ||||||
(Note) | PSNC | SCVI | * | (Note) | Yes | ||||||
(Note) | SCPC | SCI | * | (Note) | Yes | ||||||
(Note) | SCPC | SCG | 546 | (Note) | Yes | ||||||
(Note) | SCPC | SCE&G | 465 | (Note) | Yes | ||||||
(Note) | SCPC | SEMI | * | (Note) | Yes | ||||||
(Note) | SCPC | PSNC | * | (Note) | Yes | ||||||
(Note) | SCPC | SVCI | * | (Note) | Yes | ||||||
(Note) | SCPC | SCI | * | (Note) | Yes | ||||||
(Note) | SEGA | PSNC | * | (Note) | Yes | ||||||
(Note) | SEGA | SCE&G | 291 | (Note) | Yes | ||||||
(Note) | SCG | SEMI | * | (Note) | Yes | ||||||
(Note) | SCG | SCPC | * | (Note) | Yes | ||||||
Carolina Research Park rent | SCE&G | PSI | * | Aug 2002-2007 | Yes | ||||||
Palmetto Center rent | SCE&G | SCI | 324 | Jan-Dec 2004 | Yes | ||||||
Site and pole leases and related operating agreements | SCE&G | SCI | * | Jan-Dec 2004 | Yes | ||||||
Leeds Avenue rent | SCE&G | SVCI | * | Jul 1999-Jun 2019 | Yes | ||||||
Site lease | GENCO | SCI | * | Jan-Dec 2004 | Yes | ||||||
Tower space rent | SCI | SCE&G | * | Jan-Dec 2004 | Yes | ||||||
Tower space rent | SCI | SCPC | * | Jan-Dec 2004 | Yes | ||||||
Maintenance contract | PSI | SCE&G | 5,468 | Jan 1998-Sep 2005 | Yes | ||||||
Rental of Facility | SDC | SCE&G | 128 | Aug 2002-2007 | Yes |
Note: SCANA Corporation system companies have agreements with each other pursuant to which the system companies reimburse each other for the full cost of services, personnel and facilities provided by another system company.
None
None
ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES
None
24
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS
Financial Statements |
Page No. |
|
---|---|---|
SCANA Corporation Condensed Consolidating Balance Sheet | 26 | |
South Carolina Electric & Gas Company Condensed Consolidating Balance Sheet | 28 | |
Public Service Company of North Carolina, Incorporated Condensed Consolidating Balance Sheet | 29 | |
SCANA Energy Marketing, Inc. Condensed Consolidating Balance Sheet | 30 | |
SCANA Corporation Condensed Consolidating Statement of Operations and Retained Earnings | 31 | |
South Carolina Electric & Gas Company Condensed Consolidating Statement of Income and Retained Earnings | 33 | |
Public Service Company of North Carolina, Incorporated Condensed Consolidating Statement of Operations and Retained Earnings | 34 | |
SCANA Energy Marketing, Inc. Condensed Consolidating Statement of Income and Retained Earnings | 35 | |
SCANA Corporation Consolidating Statement of Cash Flows | 36 |
Exhibits |
Page No. |
|
---|---|---|
Exhibit A | 39 | |
Exhibit B | 39 | |
Exhibit C | 44 | |
Exhibit D | 47 | |
Exhibit E | 52 | |
Exhibit F | 52 | |
Exhibit G | 52 | |
Exhibit H | 52 | |
Exhibit I | 52 |
25
SCANA CORPORATION
CONDENSED CONSOLIDATING BALANCE SHEET
DECEMBER 31, 2004
(MILLIONS OF DOLLARS)
|
SCANA CORPORATION CONSOLIDATED |
SOUTH CAROLINA ELECTRIC & GAS COMPANY |
SOUTH CAROLINA GENERATING COMPANY, INC. |
SOUTH CAROLINA FUEL COMPANY, INC. |
SOUTH CAROLINA PIPELINE CORP. |
SCG PIPELINE, INC. |
SCANA DEVELOPMENT CORPORATION |
SCANA COMMUNICATIONS, INC. |
|||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
ASSETS | |||||||||||||||||||||||||||
UTILITY PLANT, NET OF ACCUMULATED DEPRECIATION |
$ |
6,762 |
$ |
5,283 |
$ |
296 |
$ |
42 |
$ |
216 |
$ |
30 |
$ |
|
$ |
|
|||||||||||
OTHER PROPERTY AND INVESTMENTS, NET OF ACCUMULATED DEPRECIATION |
216 |
82 |
|
|
|
|
3 |
39 |
|||||||||||||||||||
CURRENT ASSETS: |
|||||||||||||||||||||||||||
CASH AND TEMPORARY INVESTMENTS | 120 | 15 | 8 | (3 | ) | 3 | 1 | | 4 | ||||||||||||||||||
OTHER CURRENT ASSETS | 1,029 | 366 | 25 | 55 | 126 | 1 | | 60 | |||||||||||||||||||
TOTAL CURRENT ASSETS | 1,149 | 381 | 33 | 52 | 129 | 2 | | 64 | |||||||||||||||||||
DEFERRED DEBITS |
869 |
820 |
12 |
1 |
12 |
|
2 |
|
|||||||||||||||||||
TOTAL |
$ |
8,996 |
$ |
6,566 |
$ |
341 |
$ |
95 |
$ |
357 |
$ |
32 |
$ |
5 |
$ |
103 |
|||||||||||
CAPITALIZATION & LIABILITIES |
|||||||||||||||||||||||||||
STOCKHOLDERS' INVESTMENT: |
|||||||||||||||||||||||||||
COMMON EQUITY (DEFICIT) | $ | 2,451 | $ | 2,164 | $ | 81 | $ | | $ | 114 | $ | 16 | $ | 3 | $ | 162 | |||||||||||
PREFERRED STOCK (NOT SUBJECT TO PURCHASE OR SINKING FUNDS) | 106 | 106 | | | | | | | |||||||||||||||||||
TOTAL STOCKHOLDERS' INVESTMENT | 2,557 | 2,270 | 81 | | 114 | 16 | 3 | 162 | |||||||||||||||||||
PREFERRED STOCK (SUBJECT TO PURCHASE OR SINKING FUNDS) | 9 | 9 | | | | | | | |||||||||||||||||||
LONG-TERM DEBT, NET | 3,186 | 1,819 | 162 | | 110 | 14 | | | |||||||||||||||||||
TOTAL CAPITALIZATION (DEFICIT) | 5,752 | 4,098 | 243 | | 224 | 30 | 3 | 162 | |||||||||||||||||||
CURRENT LIABILITIES |
1,190 |
793 |
7 |
93 |
91 |
(2 |
) |
2 |
(64 |
) |
|||||||||||||||||
DEFERRED CREDITS |
2,054 |
1,675 |
91 |
2 |
42 |
4 |
|
5 |
|||||||||||||||||||
TOTAL |
$ |
8,996 |
$ |
6,566 |
$ |
341 |
$ |
95 |
$ |
357 |
$ |
32 |
$ |
5 |
$ |
103 |
26
SCANA CORPORATION
CONDENSED CONSOLIDATING BALANCE SHEET
DECEMBER 31, 2004
(MILLIONS OF DOLLARS)
|
PRIMESOUTH, INC. |
SCANA ENERGY MARKETING, INC. |
SCANA RESOURCES |
SERVICECARE, INC. |
SCANA CORPORATION |
SCANA SERVICES, INC. |
PUBLIC SERVICE COMPANY OF NORTH CAROLINA, INCORPORATED |
ELIMINATIONS |
|||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
ASSETS | |||||||||||||||||||||||||||
UTILITY PLANT, NET OF ACCUMULATED DEPRECIATION |
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
895 |
$ |
|
|||||||||||
OTHER PROPERTY AND INVESTMENTS, NET OF ACCUMULATED DEPRECIATION |
5 |
8 |
|
|
3,225 |
38 |
27 |
(3,211 |
) |
||||||||||||||||||
CURRENT ASSETS: |
|||||||||||||||||||||||||||
CASH AND TEMPORARY INVESTMENTS | 10 | 25 | 1 | | 49 | 6 | 1 | | |||||||||||||||||||
OTHER CURRENT ASSETS | 9 | 247 | | 2 | 172 | 117 | 220 | (371 | ) | ||||||||||||||||||
TOTAL CURRENT ASSETS | 19 | 272 | 1 | 2 | 221 | 123 | 221 | (371 | ) | ||||||||||||||||||
DEFERRED DEBITS |
|
6 |
|
|
9 |
2 |
43 |
(38 |
) |
||||||||||||||||||
TOTAL |
$ |
24 |
$ |
286 |
$ |
1 |
$ |
2 |
$ |
3,455 |
$ |
163 |
$ |
1,186 |
$ |
(3,620 |
) |
||||||||||
CAPITALIZATION & LIABILITIES |
|||||||||||||||||||||||||||
STOCKHOLDERS' INVESTMENT: |
|||||||||||||||||||||||||||
COMMON EQUITY (DEFICIT) | $ | 18 | $ | 14 | $ | 1 | $ | 6 | $ | 2,451 | $ | 6 | $ | 513 | $ | (3,098 | ) | ||||||||||
PREFERRED STOCK (NOT SUBJECT TO PURCHASE OR SINKING FUNDS) | | | | | | | | | |||||||||||||||||||
TOTAL STOCKHOLDERS' INVESTMENT | 18 | 14 | 1 | 6 | 2,451 | 6 | 513 | | |||||||||||||||||||
PREFERRED STOCK (SUBJECT TO PURCHASE OR SINKING FUNDS) | | | | | | | | | |||||||||||||||||||
LONG-TERM DEBT, NET | | | | | 921 | | 274 | (114 | ) | ||||||||||||||||||
TOTAL CAPITALIZATION (DEFICIT) | 18 | 14 | 1 | 6 | 3,372 | 6 | 787 | (3,212 | ) | ||||||||||||||||||
CURRENT LIABILITIES |
5 |
268 |
|
(4 |
) |
72 |
131 |
169 |
(371 |
) |
|||||||||||||||||
DEFERRED CREDITS |
1 |
4 |
|
|
11 |
26 |
230 |
(37 |
) |
||||||||||||||||||
TOTAL |
$ |
24 |
$ |
286 |
$ |
1 |
$ |
2 |
$ |
3,455 |
$ |
163 |
$ |
1,186 |
$ |
(3,620 |
) |
27
SOUTH CAROLINA ELECTRIC & GAS COMPANY
CONDENSED CONSOLIDATING BALANCE SHEET
DECEMBER 31, 2004
(MILLIONS OF DOLLARS)
|
SOUTH CAROLINA ELECTRIC & GAS COMPANY 10-K |
SOUTH CAROLINA ELECTRIC & GAS COMPANY |
SOUTH CAROLINA FUEL COMPANY, INC. |
SOUTH CAROLINA GENERATING COMPANY, INC. |
ELIMINATIONS |
|||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
ASSETS | ||||||||||||||||||
UTILITY PLANT, NET OF ACCUMULATED DEPRECIATION |
$ |
5,621 |
$ |
5,283 |
$ |
42 |
$ |
296 |
$ |
|
||||||||
OTHER PROPERTY AND INVESTMENTS, NET OF ACCUMULATED DEPRECIATION |
82 |
82 |
|
|
|
|||||||||||||
CURRENT ASSETS: |
||||||||||||||||||
CASH AND TEMPORARY INVESTMENTS | 20 | 15 | (3 | ) | 8 | | ||||||||||||
OTHER CURRENT ASSETS | 424 | 366 | 55 | 25 | | |||||||||||||
TOTAL CURRENT ASSETS | 444 | 381 | 52 | 33 | (22 | ) | ||||||||||||
DEFERRED DEBITS |
833 |
820 |
1 |
12 |
|
|||||||||||||
TOTAL |
$ |
6,980 |
$ |
6,566 |
$ |
95 |
$ |
341 |
$ |
(22 |
) |
|||||||
CAPITALIZATION & LIABILITIES |
||||||||||||||||||
STOCKHOLDERS' INVESTMENT: |
||||||||||||||||||
COMMON EQUITY | $ | 2,164 | $ | 2,164 | $ | | $ | 81 | $ | | ||||||||
PREFERRED STOCK (NOT SUBJECT TO PURCHASE OR SINKING FUNDS) | 106 | 106 | | | | |||||||||||||
TOTAL STOCKHOLDERS' INVESTMENT | 2,270 | 2,270 | | 81 | | |||||||||||||
PREFERRED STOCK (SUBJECT TO PURCHASE OR SINKING FUNDS) | 9 | 9 | | | | |||||||||||||
LONG-TERM DEBT, NET | 1,981 | 1,819 | | 162 | | |||||||||||||
TOTAL CAPITALIZATION | 4,260 | 4,098 | | 243 | | |||||||||||||
MINORITY INTEREST |
81 |
81 |
|
|
|
|||||||||||||
CURRENT LIABILITIES |
871 |
793 |
93 |
7 |
(22 |
) |
||||||||||||
DEFERRED CREDITS |
1,768 |
1,675 |
2 |
91 |
|
|||||||||||||
TOTAL |
$ |
6,980 |
$ |
6,566 |
$ |
95 |
$ |
341 |
$ |
(22 |
) |
28
PUBLIC SERVICE COMPANY OF NORTH CAROLINA, INCORPORATED
CONDENSED CONSOLIDATING BALANCE SHEET
DECEMBER 31, 2004
(MILLIONS OF DOLLARS)
|
PUBLIC SERVICE COMPANY OF NORTH CAROLINA, INCORPORATED 10-K |
PUBLIC SERVICE COMPANY OF NORTH CAROLINA, INCORPORATED |
BLUE RIDGE |
CLEAN ENERGY |
PSNC CARDINAL |
ELIMINATIONS |
|||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
ASSETS | |||||||||||||||||||||
UTILITY PLANT, NET OF ACCUMULATED DEPRECIATION |
$ |
895 |
$ |
895 |
$ |
|
$ |
|
$ |
|
$ |
|
|||||||||
OTHER PROPERTY AND INVESTMENTS, NET OF ACCUMULATED DEPRECIATION |
27 |
22 |
9 |
|
18 |
(22 |
) |
||||||||||||||
CURRENT ASSETS: |
|||||||||||||||||||||
CASH AND TEMPORARY INVESTMENTS | 9 | 1 | | | | 8 | |||||||||||||||
OTHER CURRENT ASSETS | 217 | 220 | | | | (3 | ) | ||||||||||||||
TOTAL CURRENT ASSETS | 226 | 221 | | | | 5 | |||||||||||||||
DEFERRED DEBITS |
43 |
43 |
|
|
|
|
|||||||||||||||
TOTAL |
$ |
1,191 |
$ |
1,181 |
$ |
9 |
$ |
|
$ |
18 |
$ |
(17 |
) |
||||||||
CAPITALIZATION & LIABILITIES |
|||||||||||||||||||||
STOCKHOLDERS' INVESTMENT: |
|||||||||||||||||||||
COMMON EQUITY | $ | 513 | $ | 513 | $ | 6 | $ | | $ | 10 | $ | (16 | ) | ||||||||
TOTAL STOCKHOLDERS' INVESTMENT | 513 | 513 | 6 | | 10 | (16 | ) | ||||||||||||||
LONG-TERM DEBT, NET | 274 | 274 | 1 | | 5 | (6 | ) | ||||||||||||||
TOTAL CAPITALIZATION | 787 | 787 | 7 | | 15 | (17 | ) | ||||||||||||||
CURRENT LIABILITIES |
174 |
169 |
|
|
|
5 |
|||||||||||||||
DEFERRED CREDITS |
230 |
225 |
2 |
|
3 |
|
|||||||||||||||
TOTAL |
$ |
1,191 |
$ |
1,181 |
$ |
9 |
$ |
|
$ |
18 |
$ |
(17 |
) |
29
SCANA ENERGY MARKETING, INC.
CONDENSED CONSOLIDATING BALANCE SHEET
FOR THE YEAR ENDED DECEMBER 31, 2004
(MILLIONS OF DOLLARS)
|
SCANA ENERGY MARKETING, INC. CONSOLIDATED |
SCANA ENERGY MARKETING, INC. |
PSNC PRODUCTION CORPORATION |
ELIMINATIONS |
|||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
ASSETS: | |||||||||||||||
UTILITY PLANT, NET OF ACCUMULATED DEPRECIATION |
$ |
|
$ |
|
$ |
|
$ |
|
|||||||
OTHER PROPERTY AND INVESTMENTS, NET OF ACCUMULATED DEPRECIATION |
8 |
12 |
|
(4 |
) |
||||||||||
CURRENT ASSETS: |
|||||||||||||||
CASH AND TEMPORARY INVESTMENTS | 25 | 21 | 4 | | |||||||||||
OTHER CURRENT ASSETS | 247 | 235 | 12 | | |||||||||||
TOTAL CURRENT ASSETS | 272 | 256 | 16 | | |||||||||||
DEFERRED DEBITS |
6 |
6 |
|
|
|||||||||||
TOTAL |
$ |
286 |
$ |
274 |
$ |
16 |
$ |
(4 |
) |
||||||
CAPITALIZATION & LIABILITIES |
|||||||||||||||
STOCKHOLDERS' INVESTMENT: |
|||||||||||||||
COMMON EQUITY | $ | 14 | $ | 14 | $ | 4 | $ | (4 | ) | ||||||
TOTAL STOCKHOLDERS' INVESTMENT | 14 | 14 | 4 | (4 | ) | ||||||||||
TOTAL CAPITALIZATION | 14 | 14 | 4 | (4 | ) | ||||||||||
CURRENT LIABILITIES |
266 |
256 |
12 |
|
|||||||||||
DEFERRED CREDITS |
6 |
4 |
|
|
|||||||||||
TOTAL |
$ |
286 |
$ |
274 |
$ |
16 |
$ |
(4 |
) |
30
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND RETAINED EARNINGS
FOR THE YEAR ENDED DECEMBER 31, 2004
(MILLIONS OF DOLLARS)
|
SCANA CORPORATION CONSOLIDATED |
SOUTH CAROLINA ELECTRIC & GAS COMPANY |
SOUTH CAROLINA GENERATING COMPANY, INC. |
SOUTH CAROLINA FUEL COMPANY, INC. |
SOUTH CAROLINA PIPELINE CORP. CONSOLIDATED |
SCG PIPELINE, INC. |
SCANA DEVELOPMENT CORPORATION |
SCANA COMMUNICATIONS, INC. |
|||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
OPERATING REVENUES | $ | 3,885 | $ | 2,089 | $ | 118 | $ | 282 | $ | 551 | $ | 7 | $ | | $ | | |||||||||||
OPERATING EXPENSES: | |||||||||||||||||||||||||||
OPERATING EXPENSES | 3,024 | 1,419 | 92 | 281 | 525 | 2 | | | |||||||||||||||||||
DEPRECIATION AND AMORTIZATION | 265 | 211 | 10 | | 7 | 1 | | | |||||||||||||||||||
TOTAL OPERATING EXPENSES | 3,289 | 1,630 | 102 | 281 | 532 | 3 | | | |||||||||||||||||||
OPERATING INCOME | 596 | 459 | 16 | 1 | 19 | 4 | | | |||||||||||||||||||
OTHER INCOME (EXPENSE) | (7 | ) | 25 | 1 | | 1 | 1 | | (38 | ) | |||||||||||||||||
INCOME (LOSS) BEFORE INTEREST CHARGES, INCOME TAXES AND PREFERRED STOCK DIVIDENDS | 589 | 484 | 17 | 1 | 20 | 5 | | (38 | ) | ||||||||||||||||||
INTEREST CHARGES, NET | 202 | 130 | 9 | 1 | 5 | 1 | | | |||||||||||||||||||
INCOME (LOSS) BEFORE INCOME TAXES AND PREFERRED STOCK DIVIDENDS | 387 | 354 | 8 | | 15 | 4 | | (38 | ) | ||||||||||||||||||
INCOME TAX EXPENSE (BENEFIT) | 123 | 122 | (2 | ) | | 5 | 1 | | (14 | ) | |||||||||||||||||
INCOME (LOSS) BEFORE PREFERRED STOCK DIVIDENDS | 264 | 232 | 10 | | 10 | 3 | | (24 | ) | ||||||||||||||||||
PREFERRED STOCK CASH DIVIDENDS | 7 | 7 | | | | | | | |||||||||||||||||||
NET INCOME (LOSS) | 257 | 225 | 10 | | 10 | 3 | | (24 | ) | ||||||||||||||||||
RETAINED EARNINGS (ACCUMULATED DEFICIT) AT BEGINNING OF YEAR | 1,113 | 836 | 24 | | 55 | | (1 | ) | 138 | ||||||||||||||||||
COMMON STOCK CASH DIVIDENDS DECLARED | (163 | ) | (142 | ) | (3 | ) | | (8 | ) | (1 | ) | | | ||||||||||||||
RETAINED EARNINGS (ACCUMULATED DEFICIT) AT END OF YEAR | 1,207 | 919 | 31 | | 57 | 2 | (1 | ) | 114 | ||||||||||||||||||
NET INCOME (LOSS) | 257 | ||||||||||||||||||||||||||
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING (MILLIONS) | 112 | ||||||||||||||||||||||||||
EARNINGS PER SHARE OF COMMON STOCK | $ | 2.30 |
31
SCANA CORPORATION
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND RETAINED EARNINGS
FOR THE YEAR ENDED DECEMBER 31, 2004
(MILLIONS OF DOLLARS)
|
PRIMESOUTH, INC. CONSOLIDATED |
SCANA ENERGY MARKETING, INC. |
SCANA RESOURCES |
SERVICECARE, INC. |
SCANA CORPORATION |
SCANA SERVICES, INC. |
PUBLIC SERVICE COMPANY OF NORTH CAROLINA, INCORPORATED |
ELIMINATIONS |
|||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
OPERATING REVENUES | $ | | $ | 1,149 | $ | | $ | | $ | | $ | 289 | $ | 516 | $ | (1,116 | ) | ||||||||||
OPERATING EXPENSES: | |||||||||||||||||||||||||||
OPERATING EXPENSES | | 1,103 | | | | 275 | 429 | (1,102 | ) | ||||||||||||||||||
DEPRECIATION AND AMORTIZATION | | 2 | | | | 8 | 34 | (8 | ) | ||||||||||||||||||
TOTAL OPERATING EXPENSES | | 1,105 | | | | 283 | 463 | (1,110 | ) | ||||||||||||||||||
OPERATING INCOME | | 44 | | | | 6 | 53 | (6 | ) | ||||||||||||||||||
OTHER INCOME (EXPENSE) | 9 | 2 | | 3 | 275 | (3 | ) | 6 | (289 | ) | |||||||||||||||||
INCOME BEFORE INTEREST CHARGES, INCOME TAXES AND PREFERRED STOCK DIVIDENDS | 9 | 46 | | 3 | 275 | 3 | 59 | (295 | ) | ||||||||||||||||||
INTEREST CHARGES, NET | | 2 | | | 43 | 3 | 21 | (13 | ) | ||||||||||||||||||
INCOME (LOSS) BEFORE INCOME TAXES AND PREFERRED STOCK DIVIDENDS | 9 | 44 | | 3 | 232 | | 38 | (282 | ) | ||||||||||||||||||
INCOME TAX EXPENSE (BENEFIT) | 4 | 17 | | 1 | (25 | ) | | 14 | | ||||||||||||||||||
INCOME (LOSS) BEFORE PREFERRED STOCK DIVIDENDS | 5 | 27 | | 2 | 257 | | 24 | (282 | ) | ||||||||||||||||||
PREFERRED STOCK CASH DIVIDENDS | | | | | | | | | |||||||||||||||||||
NET INCOME (LOSS) | 5 | 27 | | 2 | 257 | | 24 | (282 | ) | ||||||||||||||||||
RETAINED EARNINGS (ACCUMULATED DEFICIT) AT BEGINNING OF YEAR | 6 | (26 | ) | (6 | ) | (4 | ) | 1,113 | | (167 | ) | (855 | ) | ||||||||||||||
COMMON STOCK CASH DIVIDENDS DECLARED | (4 | ) | | | | (163 | ) | | | 158 | |||||||||||||||||
RETAINED EARNINGS (ACCUMULATED DEFICIT) AT END OF YEAR | 7 | 1 | (6 | ) | (2 | ) | 1,207 | | (143 | ) | (979 | ) |
32
SOUTH CAROLINA ELECTRIC & GAS COMPANY
CONDENSED CONSOLIDATING STATEMENT OF INCOME AND RETAINED EARNINGS
FOR THE YEAR ENDED DECEMBER 31, 2004
(MILLIONS OF DOLLARS)
|
SOUTH CAROLINA ELECTRIC & GAS COMPANY 10-K |
SOUTH CAROLINA ELECTRIC & GAS COMPANY |
SOUTH CAROLINA GENERATING COMPANY, INC. |
SOUTH CAROLINA FUEL COMPANY, INC. |
ELIMINATIONS |
|||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
OPERATING REVENUES | $ | 2,089 | $ | 2,089 | $ | 118 | $ | 282 | $ | (400 | ) | |||||||
OPERATING EXPENSES: | ||||||||||||||||||
OPERATING EXPENSES | 1,393 | 1,419 | 92 | 281 | (399 | ) | ||||||||||||
DEPRECIATION AND AMORTIZATION | 221 | 211 | 10 | | | |||||||||||||
TOTAL OPERATING EXPENSES | 1,614 | 1,630 | 102 | 281 | (399 | ) | ||||||||||||
OPERATING INCOME | 475 | 459 | 16 | 1 | (1 | ) | ||||||||||||
OTHER INCOME | 26 | 25 | 1 | | | |||||||||||||
INCOME (LOSS) BEFORE INTEREST CHARGES, INCOME TAXES AND PREFERRED STOCK DIVIDENDS | 501 | 484 | 17 | 1 | (1 | ) | ||||||||||||
INTEREST CHARGES, NET | 139 | 130 | 9 | 1 | (1 | ) | ||||||||||||
INCOME BEFORE MINORITY INTEREST, INCOME TAXES AND PREFERRED STOCK DIVIDENDS | 362 | 354 | 8 | | | |||||||||||||
MINORITY INTEREST | 10 | | | | 10 | |||||||||||||
INCOME BEFORE INCOME TAXES AND PREFERRED STOCK DIVIDENDS | 352 | 354 | 8 | | (10 | ) | ||||||||||||
INCOME TAXES | 120 | 122 | (2 | ) | | | ||||||||||||
INCOME BEFORE PREFERRED STOCK DIVIDENDS | 232 | 232 | 10 | | (10 | ) | ||||||||||||
PREFERRED STOCK CASH DIVIDENDS | 7 | 7 | | | | |||||||||||||
NET INCOME | 225 | 225 | 10 | | (10 | ) | ||||||||||||
RETAINED EARNINGS AT BEGINNING OF YEAR | 836 | 836 | 24 | | (24 | ) | ||||||||||||
COMMON STOCK CASH DIVIDENDS DECLARED | (142 | ) | (142 | ) | (3 | ) | | 3 | ||||||||||
RETAINED EARNINGS AT END OF YEAR | 919 | 919 | 31 | | (31 | ) |
33
PUBLIC SERVICE COMPANY OF NORTH CAROLINA, INCORPORATED
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND RETAINED EARNINGS
FOR THE YEAR ENDED DECEMBER 31, 2004
(MILLIONS OF DOLLARS)
|
PUBLIC SERVICE COMPANY OF NORTH CAROLINA, INCORPORATED 10-K |
PUBLIC SERVICE COMPANY OF NORTH CAROLINA, INCORPORATED |
BLUE RIDGE |
CLEAN ENERGY |
PSNC CARDINAL |
ELIMINATIONS |
|||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
OPERATING REVENUES | $ | 516 | $ | 516 | $ | | $ | | $ | | $ | | |||||||||
OPERATING EXPENSES: | |||||||||||||||||||||
OPERATING EXPENSES | 429 | 429 | | | | | |||||||||||||||
DEPRECIATION AND AMORTIZATION | 34 | 34 | | | | | |||||||||||||||
TOTAL OPERATING EXPENSES | 463 | 463 | | | | | |||||||||||||||
OPERATING INCOME | 53 | 53 | | | | | |||||||||||||||
OTHER INCOME | 2 | 1 | | | 1 | | |||||||||||||||
INCOME BEFORE INTEREST CHARGES, INCOME TAXES AND EARNINGS FROM EQUITY METHOD INVESTEES | 55 | 54 | | | 1 | | |||||||||||||||
INTEREST CHARGES, NET | 21 | 21 | | | | | |||||||||||||||
INCOME BEFORE INCOME TAXES AND EARNINGS FROM EQUITY METHOD INVESTEES | 34 | 33 | | | 1 | | |||||||||||||||
INCOME TAXES | 13 | 12 | | | 1 | | |||||||||||||||
INCOME BEFORE EARNINGS FROM EQUITY METHOD INVESTEES | 21 | 21 | | | | | |||||||||||||||
EARNINGS FROM EQUITY METHOD INVESTEES, NET OF TAXES | 3 | 3 | 1 | | 2 | (3 | ) | ||||||||||||||
NET INCOME (LOSS) | 24 | 24 | 1 | | 2 | (3 | ) | ||||||||||||||
RETAINED EARNINGS (ACCUMULATED DEFICIT) AT BEGINNING OF YEAR | (167 | ) | (167 | ) | 5 | | 8 | (13 | ) | ||||||||||||
COMMON STOCK CASH DIVIDENDS DECLARED | | | | | | | |||||||||||||||
RETAINED EARNINGS (ACCUMULATED DEFICIT) AT END OF YEAR | (143 | ) | (143 | ) | 6 | | 10 | (16 | ) |
34
SCANA ENERGY MARKETING, INC.
CONDENSED CONSOLIDATING STATEMENT OF INCOME AND RETAINED EARNINGS
FOR THE YEAR ENDED DECEMBER 31, 2004
(MILLIONS OF DOLLARS)
|
SCANA ENERGY MARKETING, INC. CONSOLIDATED |
SCANA ENERGY MARKETING, INC. |
PSNC PRODUCTION CORPORATION |
ELIMINATIONS |
||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
OPERATING REVENUES | $ | 1,149 | $ | 1,053 | $ | 96 | | |||||||
OPERATING EXPENSES: | ||||||||||||||
OPERATING EXPENSES | 1,103 | 1,005 | 98 | | ||||||||||
DEPRECIATION AND AMORTIZATION | 2 | 2 | | | ||||||||||
TOTAL OPERATING EXPENSES | 1,105 | 1,007 | 98 | | ||||||||||
OPERATING INCOME (LOSS) | 44 | 46 | (2 | ) | | |||||||||
OTHER INCOME | 2 | 1 | 1 | | ||||||||||
INCOME (LOSS) BEFORE INTEREST CHARGES AND INCOME TAXES | 46 | 47 | (1 | ) | | |||||||||
INTEREST CHARGES, NET | 2 | 2 | | | ||||||||||
INCOME (LOSS) BEFORE INCOME TAXES | 44 | 45 | (1 | ) | | |||||||||
INCOME TAXES | 17 | 17 | | | ||||||||||
NET INCOME (LOSS) | 27 | 28 | (1 | ) | | |||||||||
RETAINED EARNINGS (ACCUMULATED DEFICIT) AT BEGINNING OF YEAR | (26 | ) | (27 | ) | 5 | (4 | ) | |||||||
COMMON STOCK CASH DIVIDENDS DECLARED | | | | | ||||||||||
RETAINED EARNINGS (ACCUMULATED DEFICIT) AT END OF YEAR | 1 | 1 | 4 | (4 | ) |
35
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
For the Year Ended December 31, 2004
|
SCANA CORPORATION CONSOLIDATED |
SOUTH CAROLINA ELECTRIC & GAS COMPANY |
PUBLIC SERVICE COMPANY OF NORTH CAROLINA, INCORPORATED |
|||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|
|
(Millions of dollars) |
|||||||||||
Cash Flows From Operating Activities: | ||||||||||||
Net income (loss) | $ | 257 | $ | 232 | $ | 24 | ||||||
Adjustments to reconcile net income to net cash provided from operating activities: | ||||||||||||
Minority interest | | 10 | | |||||||||
Depreciation and amortization | 274 | 221 | 37 | |||||||||
Amortization of nuclear fuel | 22 | 22 | | |||||||||
(Gain) loss on sale of assets | 20 | (1 | ) | 1 | ||||||||
(Gain) loss on subsidiary/equity investments | | | | |||||||||
Impairment of investments | 27 | | | |||||||||
Hedging activities | 11 | | | |||||||||
Allowance for funds used during construction | (26 | ) | (23 | ) | (1 | ) | ||||||
Changes in certain assets and liabilities: | ||||||||||||
(Increase) decrease in receivables, net | (193 | ) | 13 | (15 | ) | |||||||
(Increase) decrease in inventories | (57 | ) | (13 | ) | (14 | ) | ||||||
(Increase) decrease in prepayments | (2 | ) | (10 | ) | | |||||||
(Increase) decrease pension asset | (15 | ) | (15 | ) | | |||||||
Increase (decrease) in other regulatory assets | (51 | ) | (51 | ) | 1 | |||||||
Increase (decrease) in deferred income taxes, net | 74 | 44 | 8 | |||||||||
Increase (decrease) in other regulatory liabilities | 45 | 44 | 1 | |||||||||
Increase (decrease) in post retirement benefits obligations | 7 | 7 | | |||||||||
Increase (decrease) in accounts payable | 99 | (19 | ) | 24 | ||||||||
Increase (decrease) in taxes accrued | 23 | 34 | (6 | ) | ||||||||
Increase (decrease) in interest accrued | (4 | ) | (4 | ) | | |||||||
Changes in fuel adjustment clauses | (3 | ) | 8 | (11 | ) | |||||||
Other, net | 91 | 36 | 2 | |||||||||
Net Cash Provided From (Used For) Operating Activities | 599 | 535 | 51 | |||||||||
Cash Flows From Investing Activities: | ||||||||||||
Utility property additions and construction expenditures, net of AFC | (498 | ) | (439 | ) | (49 | ) | ||||||
Purchase of nonutility property | (23 | ) | (5 | ) | (1 | ) | ||||||
Proceeds on sale of investments and assets | 68 | 2 | | |||||||||
Investments in affiliates | (19 | ) | (19 | ) | | |||||||
Dividend paymentscommon stock of subsidiaries | | | | |||||||||
Net Cash Provided From (Used For) Investing Activities | (472 | ) | (461 | ) | (50 | ) | ||||||
Cash Flows From Financing Activities: | ||||||||||||
Proceeds: | ||||||||||||
Issuance of common stock | 65 | | | |||||||||
Capital contributions from parent, net | | 38 | 1 | |||||||||
Issuance of bank notes and loans | 136 | 136 | | |||||||||
Repayments: | ||||||||||||
Mortgage bonds | (100 | ) | (100 | ) | | |||||||
Notes and loans | (69 | ) | (10 | ) | (8 | ) | ||||||
Repurchase of common stock | (4 | ) | | | ||||||||
Distributions/Dividend payments: | ||||||||||||
Common Stock | (161 | ) | (151 | ) | (14 | ) | ||||||
Preferred stock | (7 | ) | (7 | ) | | |||||||
Distribution to parent | | (29 | ) | | ||||||||
Short-term borrowings, net | 16 | 13 | 3 | |||||||||
Net Cash Provided From (Used For) Financing Activities | (124 | ) | (110 | ) | (18 | ) | ||||||
Net Increase (Decrease) in Cash and Temporary Cash Investments | 3 | (36 | ) | (17 | ) | |||||||
Cash and Temporary Cash Investments, January 1 | 117 | 56 | 18 | |||||||||
Cash and Temporary Cash Investments, December 31 | $ | 120 | $ | 20 | $ | 1 | ||||||
36
SCANA CORPORATION
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
For the Year Ended December 31, 2004
|
SCANA CORPORATION UNCONSOLIDATED |
SCANA SERVICES, INC. |
ALL OTHERS AND ELIMINATIONS |
|||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|
|
(Millions of dollars) |
|||||||||||
Cash Flows From Operating Activities: | ||||||||||||
Net income (loss) | $ | 257 | $ | | $ | (256 | ) | |||||
Adjustments to reconcile net income to net cash provided from operating activities: | ||||||||||||
Minority interest | | | (10 | ) | ||||||||
Depreciation and amortization | | 4 | 12 | |||||||||
Amortization of nuclear fuel | | | | |||||||||
(Gain)/loss on sale of assets | | | 20 | |||||||||
(Gain)/loss on subsidiary/equity investments | (282 | ) | | 282 | ||||||||
Impairment of investments | | | 27 | |||||||||
Hedging activities | | | 11 | |||||||||
Allowance for funds used during construction | | | (2 | ) | ||||||||
Changes in certain assets and liabilities: | ||||||||||||
(Increase) decrease in receivables, net | 27 | 71 | (289 | ) | ||||||||
(Increase) decrease in inventories | | | (30 | ) | ||||||||
(Increase) decrease in prepayments | 2 | (1 | ) | 7 | ||||||||
(Increase) decrease pension asset | | | | |||||||||
Increase (decrease) in other regulatory assets | | | (1 | ) | ||||||||
Increase (decrease) in deferred income taxes, net | (22 | ) | | 44 | ||||||||
Increase (decrease) in other regulatory liabilities | | | | |||||||||
Increase (decrease) in post retirement benefits obligations | | | | |||||||||
Increase (decrease) in accounts payable | | (62 | ) | 156 | ||||||||
Increase (decrease) in taxes accrued | (2 | ) | | (3 | ) | |||||||
Increase (decrease) in interest accrued | 1 | | (1 | ) | ||||||||
Changes in fuel adjustment clauses | | | | |||||||||
Other, net | 37 | 20 | (4 | ) | ||||||||
Net Cash Provided From (Used For) Operating Activities | 18 | 32 | (37 | ) | ||||||||
Cash Flows From Investing Activities: | ||||||||||||
Utility property additions and construction expenditures, net of AFC | | | (10 | ) | ||||||||
Purchase of nonutility property | | (11 | ) | (6 | ) | |||||||
Proceeds on sale of investments and assets | | | 66 | |||||||||
Investments in affiliates | (44 | ) | | 44 | ||||||||
Dividend paymentscommon stock of subsidiaries | 172 | | (172 | ) | ||||||||
Net Cash Used For (Provided From) Investing Activities | 128 | (11 | ) | (78 | ) | |||||||
Cash Flows Provided From (Used For) Financing Activities: | ||||||||||||
Proceeds: | ||||||||||||
Issuance of common stock | 65 | | | |||||||||
Capital contributions from parent, net | | | (39 | ) | ||||||||
Issuance of bank notes and loans | | | | |||||||||
Repayments: | ||||||||||||
Changes in fuel adjustment clauses | | | | |||||||||
Mortgage bonds | | | | |||||||||
Notes and loans | (50 | ) | (1 | ) | | |||||||
Repurchase of common stock | (4 | ) | | | ||||||||
Distributions/Dividend payments: | ||||||||||||
Common Stock | (161 | ) | | 165 | ||||||||
Preferred stock | | | | |||||||||
Distribution to parent | 34 | | (5 | ) | ||||||||
Short-term borrowings, net | | | | |||||||||
Net Cash Provided From (Used For) Financing Activities | (116 | ) | (1 | ) | 121 | |||||||
Net Increase (Decrease) in Cash and Temporary Cash Investments | 30 | 20 | 6 | |||||||||
Cash and Temporary Cash Investments, January 1 | 19 | (14 | ) | 38 | ||||||||
Cash and Temporary Cash Investments, December 31 | $ | 49 | $ | 6 | $ | 44 | ||||||
37
Each undersigned system company has duly caused this annual report to be signed on its behalf by the undersigned thereunto duly authorized pursuant to the requirements of the Public Utility Holding Company Act of 1935. The signature of each undersigned company shall be deemed to related only to matters having reference to such company or its subsidiaries.
SCANA CORPORATION | |||
/s/ JAMES E. SWAN, IV |
|||
By: |
James E. Swan, IV, Controller |
Date: April 29, 2005
38
A-1 | Annual Report pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 for the fiscal year ended December 31, 2004 for SCANA Corporation (Filed February 28, 2005 as Form 10-K and incorporated by reference herein) | |
A-2 |
Annual Report pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 for the fiscal year ended December 31, 2004 for South Carolina Electric & Gas Company (Filed February 28, 2005 as Form 10-K and incorporated by reference herein) |
|
A-3 |
Annual Report pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 for the fiscal year ended December 31, 2004 for Public Service Company of North Carolina, Incorporated (Filed February 28, 2005 as Form 10-K and incorporated by reference herein) |
|
A-4 |
Recent developments to financial statements contained in the Annual Report referred to in Exhibits A-1 and A-2 (Filed herewith) |
EXHIBIT B
B-1 | Restated Articles of Incorporation of SCANA as adopted on April 26, 1989 (Filed as Exhibit 3-A to Registration Statement No. 33-49145 and incorporated by reference herein) | |||||
B-2 |
Articles of Amendment of SCANA dated April 27, 1995 (Filed as Exhibit 4-B to Registration Statement No. 33-62421 and incorporated by reference herein) |
|||||
B-3 |
By-Laws of SCANA as revised and amended on December 13, 2000 (Filed as Exhibit 3.01 to Registration Statement No. 333-68266 and incorporated by reference herein) |
|||||
B-4 |
Articles of Incorporation of SCE&G as adopted on May 3, 2001 (Filed as Exhibit 3.01 to Registration Statement No. 333-65460 and incorporated by reference herein) |
|||||
B-5 |
Articles of Correction of SCE&G filed on June 1, 2001 correcting May 22, 2001 Articles of Amendment (Filed as Exhibit 3.03 to Registration Statement No. 333-65460 and incorporated by reference herein) |
|||||
B-6 |
Articles of Amendment effective as of the dates indicated below and filed as exhibits to the Registration Statements or Exchange Act reports set forth below and are incorporated by reference herein |
|||||
May 22, 2001 |
Exhibit 3.02 |
to Registration No. 333-65460 |
||||
June 14, 2001 | Exhibit 3.04 | to Registration No. 333-65460 | ||||
August 30, 2001 | Exhibit 3.05 | to Registration No. 333-101449 | ||||
March 13, 2002 | Exhibit 3.06 | to Registration No. 333-101449 | ||||
May 9, 2002 | Exhibit 3.07 | to Registration No. 333-101449 | ||||
June 4, 2002 | Exhibit 3.08 | to Registration No. 333-101449 | ||||
August 12, 2002 | Exhibit 3.09 | to Registration No. 333-101449 | ||||
March 13, 2003 | Exhibit 3.03 | to Registration No. 333-108760 | ||||
May 22, 2003 | Exhibit 3.04 | to Registration No. 333-108760 | ||||
June 18, 2003 | Exhibit 3.05 | to Registration No. 333-108760 | ||||
August 7, 2003 | Exhibit 3.06 | to Registration No. 333-108760 | ||||
February 26, 2004 | Exhibit | to Form 10-K for the year ended December 31, 2004 | ||||
May 18, 2004 | Exhibit 3.05 | to Form 10-Q for the quarter ended June 30, 2004 | ||||
June 18, 2004 | Exhibit 3.06 | to Form 10-Q for the quarter ended June 30, 2004 | ||||
August 12, 2004 | Exhibit 3.05 | to Form 10-Q for the quarter ended Sept. 30, 2004 | ||||
39
B-7 |
Articles of Correction filed on February 17, 2004 correcting Articles of Amendment for the dates indicated below and filed as exhibits to the 2003 Form 10-K as set forth below and are incorporated by reference herein |
|||||
May 3, 2001 |
Exhibit 3.06 |
|||||
May 22, 2001 | Exhibit 3.07 | |||||
June 14, 2001 | Exhibit 3.08 | |||||
August 30, 2001 | Exhibit 3.09 | |||||
March 13, 2002 | Exhibit 3.10 | |||||
May 9, 2002 | Exhibit 3.11 | |||||
June 4, 2002 | Exhibit 3.12 | |||||
August 12, 2002 | Exhibit 3.13 | |||||
March 13, 2003 | Exhibit 3.14 | |||||
May 22, 2003 | Exhibit 3.15 | |||||
June 18, 2003 | Exhibit 3.16 | |||||
August 7, 2003 | Exhibit 3.17 | |||||
B-8 |
By-Laws of SCE&G as amended and adopted on February 22, 2001 (Filed as Exhibit 3.05 to Registration Statement No. 333-65460 and incorporated by reference herein) |
|||||
B-9 |
Agreement of Limited Partnership of South Carolina Coaltech No. 1 LP, dated April 7, 2000 (Filed as Exhibit B-73 to Form U5S for the year ended December 31, 2000 and incorporated by reference herein) |
|||||
B-10 |
Agreement of Limited Partnership of Interests in Coaltech No. l, L.P., dated November 16, 2001 (Filed under separate cover of Form SE as Exhibit B-31 to Form U-5-S for the year ended December 31, 2003 and incorporated by reference herein) |
|||||
B-11 |
Articles of Incorporation of GENCO, dated October 1, 1984 (Filed under cover of Form SE as Exhibit B-48 to Form U5S for the year ended December 31, 2000 and incorporated by reference herein) |
|||||
B-12 |
By-Laws of GENCO as amended and restated on February 22, 2001 (Filed as Exhibit B-25 to Form U5S for the year ended December 31, 2000 and incorporated by reference herein) |
|||||
B-13 |
Articles of Incorporation of SCFC, dated August 18, 1987 (Filed under cover of Form SE as Exhibit B-59 to Form U5S for the year ended December 31, 2000 and incorporated by reference herein) |
|||||
B-14 |
By-Laws of SCFC as amended and restated on February 22, 2001 (Filed as Exhibit B-26 to Form U5S for the year ended December 31, 2000 and incorporated by reference herein) |
|||||
B-15 |
Articles of Incorporation of SCPC (formerly CPC, Inc.), dated September 9, 1977 (Filed under cover of Form SE as Exhibit B-53 to Form U5S for the year ended December 31, 2000 and incorporated by reference herein) |
|||||
B-16 |
Articles of Amendment of SCPC, dated November 29, 1977 (Filed under cover of Form SE as Exhibit B-54 to Form U5S for the year ended December 31, 2000 and incorporated by reference herein) |
|||||
B-17 |
Articles of Amendment of SCPC, dated May 27, 1982 (Filed under cover of Form SE as Exhibit B-55 to Form U5S for the year ended December 31, 2000 and incorporated by reference herein) |
|||||
B-18 |
Articles of Amendment of SCPC, dated December 10, 1984 (Filed under cover of Form SE as Exhibit B-56 to Form U5S for the year ended December 31, 2000 and incorporated by reference herein) |
|||||
40
B-19 |
Articles of Merger of SCPC, dated March 1, 1988 (Filed under cover of Form SE as Exhibit B-57 to Form U5S for the year ended December 31, 2000 and incorporated by reference herein) |
|||||
B-20 |
Articles of Merger of SCPC, dated December 17, 1997 (Filed under cover of Form SE as Exhibit B-58 to Form U5S for the year ended December 31, 2000 and incorporated by reference herein) |
|||||
B-21 |
By-Laws of SCPC as amended and restated on February 22, 2001 (Filed as Exhibit B-27 to Form U5S for the year ended December 31, 2000 and incorporated by reference herein) |
|||||
B-22 |
Articles of Incorporation of SEMI (formerly Carotane, Inc.), dated August 22, 1977 (Filed under cover of Form SE as Exhibit B-40 to Form U5S for the year ended December 31, 2000 and incorporated by reference herein) |
|||||
B-23 |
Articles of Amendment of SEMI, dated June 30, 1987 (Filed under cover of Form SE as Exhibit B-41 to Form U5S for the year ended December 31, 2000 and incorporated by reference herein) |
|||||
B-24 |
Articles of Amendment of SEMI, dated September 19, 1988 (Filed under cover of Form SE as Exhibit B-42 to Form U5S for the year ended December 31, 2000 and incorporated by reference herein) |
|||||
B-25 |
Articles of Merger of SEMI, dated March 1, 1988 (Filed under cover of Form SE as Exhibit B-43 to Form U5S for the year ended December 31, 2000 and incorporated by reference herein) |
|||||
B-26 |
Articles of Amendment of SEMI, dated December 13, 1995 (Filed under cover of Form SE as Exhibit B-45 to Form U5S for the year ended December 31, 2000 and incorporated by reference herein) |
|||||
B-27 |
Articles of Merger of SEMI, dated December 22, 1989 (Filed under cover of Form SE as Exhibit B-44 to Form U5S for the year ended December 31, 2000 and incorporated by reference herein) |
|||||
B-28 |
By-Laws of SEMI as amended and restated on February 22, 2001 (Filed as Exhibit B-28 to Form U5S for the year ended December 31, 2000 and incorporated by reference herein) |
|||||
B-29 |
Articles of Incorporation of PSNC Production Corporation, dated January 28, 1981 (Filed under cover of Form SE as Exhibit B-74 to Form U5S for the year ended December 31, 2000 and incorporated by reference herein) |
|||||
B-30 |
Articles of Amendment of PSNC Production Corporation, dated January 14, 1991 (Filed under cover of Form SE as Exhibit B-75 to Form U5S for the year ended December 31, 2000 and incorporated by reference herein) |
|||||
B-31 |
Amended and Restated By-laws of PSNC Production Corporation, dated February 22, 2001 (Filed under cover of Form SE and as Exhibit B-54 to Form U-5-S for the year ended December 31, 2003 and incorporated by reference herein) |
|||||
B-32 |
Articles of Incorporation of SCANA Services, Inc. (formerly SCANA Service Company), dated December 14, 1999 (Filed under cover of Form SE as Exhibit B-46 to Form U5S for the year ended December 31, 2000 and incorporated by reference herein) |
|||||
B-33 |
Articles of Amendment of SCANA Services, Inc., dated February 23, 2000 (Filed under cover of Form SE as Exhibit B-47 to Form U5S for the year ended December 31, 2000 and incorporated by reference herein) |
|||||
41
B-34 |
By-Laws of SCANA Services, Inc. as amended and restated on February 22, 2001 (Filed as Exhibit B-29 to Form U5S for the year ended December 31, 2000 and incorporated by reference herein) |
|||||
B-35 |
Articles of Incorporation of SCI (formerly MPX Systems, Inc.), dated October 1, 1984 (Filed under cover of Form SE as Exhibit B-49 to Form U5S for the year ended December 31, 2000 and incorporated by reference herein) |
|||||
B-36 |
Articles of Amendment of SCI, dated May 1, 1996 (Filed under cover of Form SE as Exhibit B-50 to Form U5S for the year ended December 31, 2000 and incorporated by reference herein) |
|||||
B-37 |
By-Laws of SCI as amended and restated on February 22, 2001 (Filed as Exhibit B-30 to Form U5S for the year ended December 31, 2000 and incorporated by reference herein) |
|||||
B-38 |
Certificate of Incorporation of SCANA Communications Holdings, Inc., dated December 6, 1999 (Filed under separate cover of Form SE as Exhibit B-63 to Form U-5-S for the year ended December 31, 2003 and incorporated by reference herein) |
|||||
B-39 |
By-Laws of SCANA Communications Holdings, Inc. (Filed under separate cover of Form SE as Exhibit B-64 to Form U-5-S for the year ended December 31, 2003 and incorporated by reference herein) |
|||||
B-40 |
Operating Agreement of FRC, LLC dated August 25, 1999 (Filed under cover of Form SE as Exhibit B-79 to Form U5S for the year ended December 31, 2000 and incorporated by reference herein) |
|||||
B-41 |
Articles of Organization of FRC, LLC, filed August 30, 1999 (Filed under cover of Form SE as Exhibit B-84 to Form U5S for the year ended December 31, 2001 and incorporated by reference herein) |
|||||
B-42 |
Articles of Incorporation of PrimeSouth, dated August 25, 1986 (Filed under cover of Form SE as Exhibit B-51 to Form U5S for the year ended December 31, 2000 and incorporated by reference herein) |
|||||
B-43 |
Restated Articles of Incorporation of PrimeSouth, dated February 5, 1990 (Filed under cover of Form SE as Exhibit B-52 to Form U5S for the year ended December 31, 2000 and incorporated by reference herein) |
|||||
B-44 |
By-Laws of PrimeSouth as amended and restated on February 22, 2001 (Filed as Exhibit B-31 to Form U5S for the year ended December 31, 2000 and incorporated by reference herein) |
|||||
B-45 |
Articles of Incorporation of Palmark, Inc., as adopted on March 10, 1995 (Filed as Exhibit B-70 to Form U-5-S for the year ended December 31, 2003 and incorporated by reference herein) |
|||||
B-46 |
By-Laws of Palmark, Inc., as amended and restated on February 22, 2001 (Filed as Exhibit B-32 to Form U5S for the year ended December 31, 2000 and incorporated by reference herein) |
|||||
B-47 |
Articles of Incorporation of SR (formerly SCANA Capital Resources, Inc.), dated September 8, 1987 (Filed under cover of Form SE as Exhibit B-60 to Form U5S for the year ended December 31, 2000 and incorporated by reference herein) |
|||||
B-48 |
Articles of Amendment of SR, dated June 23, 1995 (Filed under cover of Form SE as Exhibit B-61 to Form U5S for the year ended December 31, 2000 and incorporated by reference herein) |
|||||
42
B-49 |
By-Laws of SR as amended and restated on February 22, 2001 (Filed as Exhibit B-33 to Form U5S for the year ended December 31, 2000 and incorporated by reference herein) |
|||||
B-50 |
Articles of Incorporation of ServiceCare, Inc., dated September 20, 1994 (Filed under cover of Form SE as Exhibit B-39 to Form U5S for the year ended December 31, 2000 and incorporated by reference herein) |
|||||
B-51 |
By-Laws of ServiceCare, Inc. as amended and restated on February 22, 2001 (Filed as Exhibit B-34 to Form U5S for the year ended December 31, 2000 and incorporated by reference herein) |
|||||
B-52 |
Articles of Incorporation of SDC (formerly Energy Subsidiary, Inc.) dated November 15, 1968 (Filed under cover of Form SE as Exhibit B-36 to Form U5S for the year ended December 31, 2000 and incorporated by reference herein) |
|||||
B-53 |
Articles of Amendment of SDC, dated December 10, 1984 (Filed under cover of Form SE as Exhibit B-37 to Form U5S for the year ended December 31, 2000 and incorporated by reference herein) |
|||||
B-54 |
Articles of Amendment of SDC, dated August 26, 1993 (Filed under cover of Form SE as Exhibit B-38 to Form U5S for the year ended December 31, 2000 and incorporated by reference herein) |
|||||
B-55 |
By-Laws of SDC as amended and restated on February 22, 2001 (Filed as Exhibit B-35 to Form U5S for the year ended December 31, 2000 and incorporated by reference herein) |
|||||
B-56 |
Certificate of Formation of Cogen South LLC, dated February 6, 1996 (Filed under cover of Form SE as Exhibit B-87 to Form U5S for the year ended December 31, 2000 and incorporated by reference herein) |
|||||
B-57 |
Limited Liability Agreement of Cogen South LLC, dated June 1, 1996 (Filed under cover of Form SE as Exhibit B-88 to Form U5S for the year ended December 31, 2000 and incorporated by reference herein) |
|||||
B-58 |
Articles of Incorporation of Public Service Company of North Carolina, Incorporated (formerly New Sub II, Inc.) dated February 12, 1999 (Filed as Exhibit 3.01 to Registration Statement 333-45206 and incorporated by reference herein) |
|||||
B-59 |
Articles of Amendment of Public Service Company of North Carolina, Incorporated (formerly New Sub II, Inc.) dated February 9, 2000 (Filed as Exhibit 3.02 to Registration Statement 333-45206 and incorporated by reference herein) |
|||||
B-60 |
Articles of Correction of Public Service Company of North Carolina, Incorporated (formerly New Sub II, Inc.) dated February 11, 2000 (Filed as Exhibit 3.03 to Registration Statement 333-45206 and incorporated by reference herein) |
|||||
B-61 |
Articles of Merger of Share Exchange of Public Service Company of North Carolina, Incorporated (formerly New Sub II) dated February 10, 2000 (Filed under separate cover of Form SE as Exhibit B-86 to Form U-5-S for the year ended December 31, 2003 and incorporated by reference herein) |
|||||
B-62 |
By-Laws of PSNC Energy as revised and amended on February 22, 2001 (Filed as Exhibit 3.01 to Registration Statement No. 333-68516 and incorporated by reference herein) |
|||||
B-63 |
Amended and Restated By-Laws of Clean Energy Enterprises, Inc. (formerly Tar Heel Energy Corporation) as amended and restated as of February 22, 2001 (Filed under cover of Form SE as Exhibit B-88 to Form U-5-S for the year ended December 31, 2003 and incorporated by reference herein) |
|||||
43
B-64 |
Articles of Incorporation of PSNC Blue Ridge Corporation, dated August 31, 1992 (Filed under cover of Form SE as Exhibit B-67 to Form U5S for the year ended December 31, 2000 and incorporated by reference herein) |
|||||
B-65 |
Amended and Restated By-Laws of PSNC Blue Ridge Corporation as of February 22, 2001 (Filed under cover of Form SE as Exhibit B-90 to Form U-5-S for the year ended December 31, 2003 and incorporated by reference herein) |
|||||
B-66 |
Articles of Organization of Pine Needle LNG Company, LLC, dated July 28, 1995 (Filed under cover of Form SE as Exhibit B-77 to Form U5S for the year ended December 31, 2000 and incorporated by reference herein) |
|||||
B-67 |
Articles of Incorporation of PSNC Cardinal Pipeline Company, dated December 1, 1995 (Filed under cover of Form SE as Exhibit B-62 to Form U5S for the year ended December 31, 2000 and incorporated by reference herein) |
|||||
B-68 |
Amended and Restated By-Laws of PSNC Cardinal Pipeline Company as of February 22, 2001 (Filed under cover of Form SE as Exhibit B-93 to Form U-5-S for the year ended December 31, 2003 and incorporated by reference herein) |
|||||
B-69 |
Articles of Organization of Cardinal Pipeline Company LLC (formerly Cardinal Extension Company, LLC), dated December 6, 1995 (Filed under cover of Form SE as Exhibit B-78 to Form U5S for the year ended December 31, 2000 and incorporated by reference herein) |
|||||
B-70 |
Articles of Incorporation of SCG Pipeline, Inc., dated April 10, 2001 (Filed under cover of Form SE as Exhibit B-85 to Form U5S for the year ended December 31, 2001 and incorporated by reference herein) |
|||||
B-71 |
By-Laws of SCG Pipeline, Inc., as adopted on May 3, 2001 (Filed as Exhibit B-85 to Form U5S for the year ended December 31, 2002 and incorporated by reference herein) |
|||||
B-72 |
By-Laws of SCANA Corporate Security Services, Inc., as adopted on March 19, 2004 (Filed herewith) |
|||||
B-73 |
Articles of Incorporation of Clean Energy Enterprises, Inc. (Filed under cover of Form SE as Exhibit B-73) |
The Articles of Incorporation or other fundamental document of organization and/or the By-laws or rules and regulations corresponding thereto of the following companies are currently unavailable to SCANA Corporation as a non-majority shareholder: Pine Needle LNG Company, LLC and Cardinal Pipeline Company, LLC.
EXHIBIT C
C-1 | Articles of Exchange of SCE&G and SCANA (Filed as Exhibit 4-A to Post-Effective Amendment No. 1 to Registration Statement No. 2-90438 and incorporated by reference herein) | |||||
C-2 |
Indenture dated as of November 1, 1989 between SCANA Corporation and The Bank of New York, as Trustee (Filed as Exhibit 4-A to Registration No. 33-32107 and incorporated by reference herein) |
|||||
C-3 |
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) |
|||||
44
C-4 |
Fourth Supplemental Indenture dated as of April 1, 1950, to Indenture referred to in Exhibit C-3, pursuant to which SCE&G assumed said Indenture (Exhibit 2-C to Registration Statement No. 2-26459 and incorporated by reference herein) |
|||||
C-5 |
Fifth through Fifty-third Supplemental Indenture referred to in Exhibit C-2 dated as of the dates indicated below and filed as exhibits to the Registration Statements set forth below and are incorporated by reference herein |
|||||
December 1, 1950 |
Exhibit 2-D |
to Registration No. 2-26459 |
||||
July 1, 1951 | Exhibit 2-E | to Registration No. 2-26459 | ||||
June 1, 1953 | Exhibit 2-F | to Registration No. 2-26459 | ||||
June 1, 1955 | Exhibit 2-G | to Registration No. 2-26459 | ||||
November 1, 1957 | Exhibit 2-H | to Registration No. 2-26459 | ||||
September 1, 1958 | Exhibit 2-I | to Registration No. 2-26459 | ||||
September 1, 1960 | Exhibit 2-J | to Registration No. 2-26459 | ||||
June 1, 1961 | Exhibit 2-K | to Registration No. 2-26459 | ||||
December 1, 1965 | Exhibit 2-L | to Registration No. 2-26459 | ||||
June 1, 1966 | Exhibit 2-M | to Registration No. 2-26459 | ||||
June 1, 1967 | Exhibit 2-N | to Registration No. 2-29693 | ||||
September 1, 1968 | Exhibit 4-O | to Registration No. 2-31569 | ||||
June 1, 1969 | Exhibit 4-C | to Registration No. 33-38580 | ||||
December 1, 1969 | Exhibit 4-O | to Registration No. 2-35388 | ||||
June 1, 1970 | Exhibit 4-R | to Registration No. 2-37363 | ||||
March 1, 1971 | Exhibit 2-B-17 | to Registration No. 2-40324 | ||||
January 1, 1972 | Exhibit 2-B | to Registration No. 33-38580 | ||||
July 1, 1974 | Exhibit 2-A-19 | to Registration No. 2-51291 | ||||
May 1, 1975 | Exhibit 4-C | to Registration No. 33-38580 | ||||
July 1, 1975 | Exhibit 2-B-21 | to Registration No. 2-53908 | ||||
February 1, 1976 | Exhibit 2-B-22 | to Registration No. 2-55304 | ||||
December 1, 1976 | Exhibit 2-B-23 | to Registration No. 2-57936 | ||||
March 1, 1977 | Exhibit 2-B-24 | to Registration No. 2-58662 | ||||
May 1, 1977 | Exhibit 4-C | to Registration No. 33-38580 | ||||
February 1, 1978 | Exhibit 4-C | to Registration No. 33-38580 | ||||
June 1, 1978 | Exhibit 2-A-3 | to Registration No. 2-61653 | ||||
April 1, 1979 | Exhibit 4-C | to Registration No. 33-38580 | ||||
June 1, 1979 | Exhibit 2-A-3 | to Registration No. 33-38580 | ||||
April 1, 1980 | Exhibit 4-C | to Registration No. 33-38580 | ||||
June 1, 1980 | Exhibit 4-C | to Registration No. 33-38580 | ||||
December 1, 1980 | Exhibit 4-C | to Registration No. 33-38580 | ||||
April 1, 1981 | Exhibit 4-D | to Registration No. 33-49421 | ||||
June 1, 1981 | Exhibit 4-D | to Registration No. 2-73321 | ||||
March 1, 1982 | Exhibit 4-D | to Registration No. 33-49421 | ||||
April 15, 1982 | Exhibit 4-D | to Registration No. 33-49421 | ||||
45
May 1, 1982 | Exhibit 4-D | to Registration No. 33-49421 | ||||
December 1, 1984 | Exhibit 4-D | to Registration No. 33-49421 | ||||
December 1, 1985 | Exhibit 4-D | to Registration No. 33-49421 | ||||
June 1, 1986 | Exhibit 4-D | to Registration No. 33-49421 | ||||
February 1, 1987 | Exhibit 4-D | to Registration No. 33-49421 | ||||
September 1, 1987 | Exhibit 4-D | to Registration No. 33-49421 | ||||
January 1, 1989 | Exhibit 4-D | to Registration No. 33-49421 | ||||
January 1, 1991 | Exhibit 4-D | to Registration No. 33-49421 | ||||
February 1, 1991 | Exhibit 4-D | to Registration No. 33-49421 | ||||
July 15, 1991 | Exhibit 4-D | to Registration No. 33-49421 | ||||
August 15, 1991 | Exhibit 4-D | to Registration No. 33-49421 | ||||
April 1, 1993 | Exhibit 4-E | to Registration No. 33-49421 | ||||
July 1, 1993 | Exhibit 4-D | to Registration No. 33-57955 | ||||
May 1, 1999 | Exhibit 4.04 | to Registration No. 333-86387 | ||||
C-6 |
Indenture dated as of April 1, 1993 from South Carolina Electric & Gas Company to NationsBank of Georgia, National Association (Filed as Exhibit 4-F to Registration Statement No. 33-49421 and incorporated by reference herein) |
|||||
C-7 |
First Supplemental Indenture to Indenture referred to in Exhibit C-5 dated as of June 1, 1993 (Filed as Exhibit 4-G to Registration Statement No. 33-49421 and incorporated by reference herein) |
|||||
C-8 |
Second Supplemental Indenture to Indenture referred to in Exhibit C-5 dated as of June 15, 1993 (Filed as Exhibit 4-G to Registration Statement No. 33-57955 and incorporated by reference herein) |
|||||
C-9 |
Indenture dated as of January 1, 1996 between PSNC and First Union National Bank of North Carolina, as Trustee (Filed as Exhibit 4.08 to Registration Statement No. 333-45206 and incorporated by reference herein) |
|||||
C-10 |
First through Fourth Supplemental Indenture referred to in Exhibit C-9 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 |
46
INTERIM AMENDED AND RESTATED INCOME TAX ALLOCATION AGREEMENT
THIS AGREEMENT, made as of the 31st day of December, 1999, and amended and restated as of April 22, 2002 by and between SCANA Corporation ("SCANA") and each of its wholly owned subsidiaries, namely SCANA Services, Inc., South Carolina Electric & Gas Company, South Carolina Pipeline Corporation and its wholly owned subsidiary C&T Pipeline, LLC, South Carolina Fuel Company, Inc., South Carolina Generating Company, Inc., SCANA Communications, Inc. and its wholly owned subsidiary SCANA Communications Holdings, Inc. (Holdings being a Delaware corporation), Primesouth, Inc. and its wholly owned subsidiary Palmark, Inc., SCANA Development Corporation, SCANA Energy Marketing, Inc. and its wholly owned subsidiaries PSNC Production Corporation (which wholly owns SCANA Public Service Co. LLC) and SCANA Energy Trading, LLC, SCANA Petroleum Resources, Inc., SCANA Propane Gas, Inc. and its wholly owned subsidiaries USA Cylinder Exchange, Inc. and SCANA Propane Supply, Inc., SCANA Propane Storage, Inc., ServiceCare, Inc., SCANA Resources, Inc., and SCG Pipeline, Inc. all of the forementioned corporations hereinafter referred to individually as the "Company" and collectively referred to as the "Companies", each Company being a South Carolina corporation, except SCANA Communications Holdings, Inc. as above indicated, is effective for the Consolidated Tax reflected on the Consolidated Tax Return for calendar year end 1999 and subsequent years.
As a result of the merger between SCANA and Public Service Company of North Carolina, Inc. ("PSNC"), PSNC (i) has become a wholly owned subsidiary of SCANA, and (ii) together with its wholly owned subsidiaries (Clean Energy Enterprises, Inc., PSNC Blue Ridge Corporation, and PSNC Cardinal Pipeline Company) has participated in this Agreement beginning with the Consolidated Tax Return for the calendar year ended December 31, 2000. PSNC, a South Carolina corporation, and its wholly owned subsidiaries, shall be included in the term "Company" as used in this Agreement for all calendar years including and subsequent to the calendar year ended December 31, 2000. The term Company shall also include subsidiaries of SCANA who subsequently sign a counterpart to this Agreement to become part of the consolidated group for federal income tax purposes.
Since December 31, 1999, the following subsidiary corporations have been dissolved:
1. SPR Gas Services, Inc. in July, 2001, previously wholly owned by SCANA Petroleum Resources, Inc.
2. Company 19A, Inc. in July, 2001, previously wholly owned by SCANA Resources, Inc.
WITNESSETH:
WHEREAS, the Companies file a consolidated federal income tax return and the consolidated federal income tax liability has been allocated among the Companies included in the consolidated return in accordance with the provisions of subparagraph (a)(1) of Section 1552 of the Internal Revenue Code of 1986 and other applicable requirements of Rule 45(c) under the Public Utility Holding Company Act of 1935.
WHEREAS, Rule 45(c) sets forth the method by which Companies filing a consolidated federal income tax return (hereinafter referred to as the "consolidated tax return") may use to allocate the consolidated federal income tax liability among the members of the group; however, in order to utilize such method, a written agreement must be executed by the Company setting forth the allocation method for each taxable year.
WHEREAS, the Companies desire to allocate their federal income tax liability in accordance with the following procedures;
47
NOW THEREFORE, the Companies do agree as follows:
ARTICLE
I.
Definitions
1.1. "Associate Companies' shall mean all Companies party hereto other than SCANA.
1.2. "Consolidated Tax" is the aggregate tax liability for a tax year, being the tax shown on the consolidated return and any adjustments thereto thereafter determined. The consolidated tax will be the refund if the consolidated return shows a negative tax.
1.3. "Corporate Tax Credit" is a negative separate return tax of a Company for a tax year, equal to the amount by which the consolidated tax is reduced by including a net corporate taxable loss or other net tax benefit of such Company in the consolidated tax return.
1.4. "Corporate Taxable Income" is the income or loss of a Company for a tax year, computed as though such Company had filed a separate return on the same basis as used in the consolidated return, except that dividend income from the Companies shall be disregarded, and other intercompany transactions eliminated in the consolidated return shall be given appropriate effect. It shall further be adjusted to allow for applicable rights accrued to a Company for the recognition of negative corporate taxable income consistent with the provisions of Article II herein, but carryovers and carrybacks shall not be taken into account as loss Companies are to receive current payment of their Corporate Tax Credits. If a Company is a member of the registered system's consolidated tax group for only part of a tax year, that period will be deemed to be its tax year for all purposes for that year under this Agreement.
1.5. "Separate Return Tax" is the tax on the Corporate Taxable Income of a Company computed as though such Company was not a member of a consolidated group.
ARTICLE
II.
Tax Allocation Procedures
2.1. The Consolidated Tax shall be apportioned among the Companies in proportion to the Corporate Taxable lncome of each member of the affiliated group. Each Associate Company which incurs a tax loss for the year shall be included in the allocation of Consolidated Tax and shall receive a Corporate Tax Credit, the amount of which shall be currently paid to the Associate Company by SCANA increased by any amounts previously assessed by SCANA and remitted by the Associate Company to SCANA for estimated tax payment purposes attributable to the subject taxable year. Companies with a positive allocation of the Consolidated Tax shall currently pay the amount so allocated, decreased by any amounts previously assessed by SCANA and remitted by the Company to SCANA for estimated tax payment purposes attributable to the subject taxable year.
Special Rule Regarding SCANA: In making the tax allocations provided for in this Agreement, notwithstanding any of the foregoing, no corporate tax benefits shall be allocated to SCANA and SCANA shall be required to contribute towards the payment of the Consolidated Tax (and any other amounts required to be paid to any Company by SCANA pursuant to Section 2.1 of this Agreement) an amount equal to the Separate Return Tax attributable to SCANA for such tax year. Although the separate corporate taxable income or taxable loss of SCANA and any tax credits attributable to SCANA will be included in the consolidated return, only the tax savings attributable to such items shall be allocated to the other Companies as if SCANA was not a member of the Companies in the consolidated return group. In making this allocation, the tax savings of SCANA shall be allocated only to the other member Companies in the consolidated return group having taxable income. SCANA will remit, from its separate resources, funds for the payment of tax liabilities owed by SCANA pursuant to this Section 2.1.
48
2.2. SCANA shall pay to the Internal Revenue Service the group's Consolidated Tax liability from the net of the receipts and payments.
2.3. No Associate Company shall be allocated any income tax greater than the Separate Return Tax of such Associate Company.
2.4. To the extent that the Consolidated and Corporate Taxable incomes include material items taxed at rates other than the statutory rate (such as capital gains and preference items), the portion of the Consolidated Tax attributable to these items shall be apportioned directly to the members of the group giving rise to such items.
2.5. Should the Companies generate a net consolidated tax loss for a tax year that is too large to be used in full for that year, with result that there are uncompensated Corporate Tax Credit benefits for that year, the carryover of uncompensated benefits related to the carryforward of tax losses applied to reduce Consolidated Taxable Income in future tax years shall be apportioned in accordance with the respective Companies' contributions to such loss. The tax benefits of any resultant carryback shall be allocated proportionally to the Companies that generated corporate tax losses in the year the consolidated net operating tax loss was generated. Any related loss of credits, including investment tax credit reversals, shall be allocated to the member Company that utilized the credits in the prior year in the same proportion that the credit lost is to the total credit utilized in the prior year. Investment tax credit reversals allocated to a member Company will be added to that Company's available corporate investment tax credit for future allocations. A prior year consolidated net operating tax loss carryforward applied to reduce current year Consolidated Taxable Income shall be allocated proportionally to member Companies that generated a corporate tax loss in the year the consolidated net operating loss was generated.
2.6. Adjustments to or revisions of the Consolidated Tax as a result of subsequent events such as amended returns, revenue agents' reports, litigation or negotiated settlements shall be allocated in accordance with the principles established in this Agreement.
ARTICLE
III.
Amendment
This Agreement is subject to revision as a result of changes in income tax law and changes in relevant facts and circumstances.
IN WITNESS WHEREOF, this Agreement has been executed by an officer of each company as of the day and year first above written by the Companies.
ATTEST: |
SCANA Corporation |
|
/s/ L. M. WILLIAMS L. M. Williams, Secretary |
/s/ W. B. TIMMERMAN W. B. Timmerman President and C.E.O. |
|
ATTEST: |
SCANA Services, Inc. |
|
/s/ L. M. WILLIAMS L. M. Williams, Secretary |
/s/ W. B. TIMMERMAN W. B. Timmerman. C.E.O. and C.O.O. |
|
49
ATTEST: |
South Carolina Electric & Gas Company |
|
/s/ L. M. WILLIAMS L. M. Williams, Secretary |
/s/ NEVILLE O. LORICK Neville O. Lorick, President |
|
ATTEST: |
South Carolina Pipeline Corporation |
|
/s/ L. M. WILLIAMS L. M. Williams, Secretary |
/s/ GEORGE J. BULLWINKEL, JR. George J. Bullwinkel, Jr., Sr. Vice President |
|
ATTEST: |
South Carolina Fuel Company, Inc. |
|
/s/ L. M. WILLIAMS L. M. Williams, Secretary |
/s/ NEVILLE O. LORICK Neville O. Lorick, President |
|
ATTEST: |
South Carolina Generating Company, Inc. |
|
/s/ L. M. WILLIAMS L. M. Williams, Secretary |
/s/ NEVILLE O. LORICK Neville O. Lorick, President |
|
ATTEST: |
SCANA Communications, Inc. |
|
/s/ L. M. WILLIAMS L. M. Williams, Secretary |
/s/ GEORGE J. BULLWINKEL, JR. George J. Bullwinkel, Jr., President |
|
ATTEST: |
SCANA Communications Holdings, Inc. |
|
/s/ L. M. WILLIAMS L. M. Williams, Secretary |
/s/ KEVIN B. MARSH Kevin B. Marsh, C.F.O. |
|
ATTEST: |
Primesouth, Inc. |
|
/s/ L. M. WILLIAMS L. M. Williams, Secretary |
/s/ NEVILLE O. LORICK Neville O. Lorick, President |
|
ATTEST: |
Palmark, Inc. |
|
/s/ L. M. WILLIAMS L. M. Williams, Secretary |
/s/ NEVILLE O. LORICK Neville O. Lorick, President |
|
ATTEST: |
SCANA Development Corporation |
|
/s/ L. M. WILLIAMS L. M. Williams, Secretary |
/s/ GEORGE J. BULLWINKEL, JR. George J. Bullwinkel, Jr., Sr. Vice President |
|
50
ATTEST: |
SCANA Energy Marketing, Inc. |
|
/s/ L. M. WILLIAMS L. M. Williams, Secretary |
/s/ KEVIN B. MARSH Kevin B. Marsh, C.F.O. |
|
ATTEST: |
PSNC Production Corporation |
|
/s/ L. M. WILLIAMS L. M. Williams, Secretary |
/s/ KEVIN B. MARSH Kevin B. Marsh, C.F.O. |
|
ATTEST: |
SCANA Petroleum Resources, Inc. |
|
/s/ L. M. WILLIAMS L. M. Williams, Secretary |
/s/ GEORGE J. BULLWINKEL, JR. George J. Bullwinkel, Jr., Sr. Vice President |
|
ATTEST: |
SCANA Propane Gas, Inc. |
|
/s/ L. M. WILLIAMS L. M. Williams, Secretary |
/s/ KEVIN B. MARSH Kevin B. Marsh, C.F.O. |
|
ATTEST: |
USA Cylinder Exchange, Inc. |
|
/s/ L. M. WILLIAMS L. M. Williams, Secretary |
/s/ KEVIN B. MARSH Kevin B. Marsh, C.F.O. |
|
ATTEST: |
SCANA Propane Supply, Inc. |
|
/s/ L. M. WILLIAMS L. M. Williams, Secretary |
/s/ KEVIN B. MARSH Kevin B. Marsh, C.F.O. |
|
ATTEST: |
SCANA Propane Storage, Inc. |
|
/s/ L. M. WILLIAMS L. M. Williams, Secretary |
/s/ KEVIN B. MARSH Kevin B. Marsh, C.F.O. |
|
ATTEST: |
Service Care, Inc. |
|
/s/ L. M. WILLIAMS L. M. Williams, Secretary |
/s/ ANN M. MILLIGAN Ann M. Milligan, President |
|
ATTEST: |
SCANA Resources, Inc. |
|
/s/ L. M. WILLIAMS L. M. Williams, Secretary |
/s/ KEVIN B. MARSH Kevin B. Marsh, C.F.O. |
|
ATTEST: |
SCG Pipeline, Inc.. |
|
/s/ L. M. WILLIAMS L. M. Williams, Secretary |
/s/ GEORGE J. BULLWINKEL, JR. George J. Bullwinkel, Jr., Sr. Vice President |
|
ATTEST: |
Public Service Company of North Carolina, Inc. |
|
/s/ L. M. WILLIAMS L. M. Williams, Secretary |
/s/ KEVIN B. MARSH Kevin B. Marsh, President |
|
ATTEST: |
Clean Energy Enterprises, Inc.. |
|
/s/ L. M. WILLIAMS L. M. Williams, Secretary |
/s/ KEVIN B. MARSH Kevin B. Marsh, President |
|
ATTEST: |
PSNC Blue Ridge Corporation. |
|
/s/ L. M. WILLIAMS L. M. Williams, Secretary |
/s/ KEVIN B. MARSH Kevin B. Marsh, President |
|
ATTEST: |
PSNC Cardinal Pipeline Company |
|
/s/ L. M. WILLIAMS L. M. Williams, Secretary |
/s/ KEVIN B. MARSH Kevin B. Marsh, President |
51
EXHIBIT ENone
EXHIBIT F
The opinions of the Registered Public Accounting Firm as to the consolidated financial statements of SCANA Corporation, South Carolina Electric & Gas Company and Public Service Company of North Carolina Incorporated are included in Exhibits A-1, A-2 and A-3, respectively, and are incorporated by reference herein.
EXHIBIT GNone
EXHIBIT HNone
EXHIBIT INone
52