SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM U5S ANNUAL REPORT For the year ended December 31, 2001 Filed pursuant to the Public Utility Holding Company Act of 1935 by SCANA Corporation 1426 Main Street Columbia, SC 29201 TABLE OF CONTENTS Item Page 1 SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF DECEMBER 31, 2001 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 Part I 6 Part II 19 Part III 19 7 CONTRIBUTIONS AND PUBLIC RELATIONS 30 8 SERVICE, SALES AND CONSTRUCTION CONTRACTS Part I 31 Part II 31 Part III 31 9 WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES 31 10 FINANCIAL STATEMENTS AND EXHIBITS FINANCIAL STATEMENTS 32 EXHIBITS 32 ITEM 1. SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF DECEMBER 31, 2001 Name of Company (and abbreviation # Common % Issuer Owner's used herein) Shares Owned Voting Power Book Value Book Value ---------------------------------------------------------------------- --------------- --------------- ------------------ (Dollars in Millions) SCANA Corporation (SCANA) Publicly owned South Carolina Electric & Gas Company (SCE&G) 40,296,147 100 $1,856 $1,856 SCE&G Trust I (1) 61,856 100 2 2 SC Coaltech No. 1 LP (2) n/a 40 8 2 Coaltech No. 1 LP (2) (3) n/a 25 4 1 South Carolina Generating Company, Inc. (GENCO) 100 43 43 1 South Carolina Fuel Company, Inc. (SCFC) 100 - - 1 South Carolina Pipeline Corporation (SCPC) 100 111 111 1,000 C&T Pipeline, LLC *(2) 100 100 - - SCANA Propane Gas, Inc. (SPG)* 1,000 100 - - SCANA Propane Supply, Inc. * 10,000 100 - - USA Cylinder Exchange, Inc. * 250,000 100 - - SCANA Energy Marketing, Inc. (SEMI) 100 (25) (25) 1 PSNC Production Corporation 1,000 100 7 7 SCANA Public Service Company, LLC (2) 100 10 10 n/a SCANA Energy Trading, LLC (2) n/a 70 - - SCANA Petroleum Resources, Inc. (SPR) * 1,000 100 - - SPR Gas Services, Inc. * 1,000 100 - - SCANA Services, Inc. 1,000 100 5 5 SCANA Communications, Inc. (SCI) 100 276 276 1 SCANA Communications Holdings, Inc. (SCHI) (4) 1,000 100 255 255 FRC, LLC (2) n/a 50 15 7 Primesouth Inc. (PSI) 1,000 100 4 4 Palmark, Inc. 1,000 100 - - SCANA Resources, Inc. (SR) (5) 100 (5) (5) 1 Solo Energy Corporation * (6) n/a 16.48 - - ServiceCare, Inc. 1,000 100 (1) (1) SCANA Propane Services, Inc. * 1,000 100 - - SCANA Development Corporation (SDC) * 4 100 3 3 Cogen South LLC (2) n/a 50 25 12 Palmetto Lime, LLC (2) (7) n/a 49 (1) (8) Public Service Company of North Carolina, Incorporated (PSNC) 1,000 100 715 715 Clean Energy Enterprises, Inc. 2,000 100 7 7 PSNC Blue Ridge Corporation 1,000 100 3 3 Pine Needle LNG Company, LLC (2) n/a 17 9 9 PSNC Cardinal Pipeline Company 1,000 100 5 5 Cardinal Pipeline Company, LLC (2) 33.21 59 20 n/a SCG Pipeline, Inc. (8) 100 100 - - *Denotes inactive company (1) An investment in a Delaware statutory business trust of 61,856 common securities, representing 100% of the common beneficial interests in the assets of trust. The trust owns $50 aggregate principal amount of 7.55% Series A Junior Subordinated Deferrable Interest Debentures issued by SCE&G. (2) Voting power indicates the membership interest (for an LLC) or limited partnership interest (for an LP) owned by the Company. (3) This limited partnership was organized March 7, 1997 under the jurisdiction of Delaware for the production and sale of synthetic fuel. SCE&G became a limited partner on November 16, 2001. (4) SCHI's investment in equity securities of Powertel, Inc. was exchanged for shares of Deutsche Telekom AG in May 2001. Deutsche Telekom AG is not a subsidiary of SCANA. (5) Articles of Dissolution for SR's subsidiary Company 19A were filed on July 24, 2001. (6) This corporation was organized January 6, 1997 under the jurisdiction of Delaware to provide long-term energy service contracts through the use of micro turbines. On June 6, 2000 SCANA Resources, Inc. acquired 7,000,000 shares of Series B Preferred Stock. On November 1, 2001 Solo Energy Corporation ceased active business operations and is in the process of liquidating its assets. (7) SCANA also had an investment in unsecured debt of Palmetto Lime, LLC having an issuer's and owner's book value of $15. Effective February 28, 2002 SCANA sold its entire investment in Palmetto Lime. (8) This Corporation was organized April 10, 2001 under the jurisdiction of South Carolina to provide transportation of natural gas in Georgia and South Carolina. ITEM 2. ACQUISITIONS OR SALES OF UTILITY ASSETS None. ITEM 3. ISSUE, SALE, PLEDGE, GUARANTEE OR ASSUMPTION OF SYSTEM SECURITIES Issued Pledged Name of and Guaranteed Interest Transaction Commission Issuer Title of Issue Sold Assumed Rate Date Proceeds Authorization ---------------- --------------------------------------- --- ----------------------- ------------- --------------- ---------------- SCE&G First Mortgage Bonds $150,000,000 - 6.70% 01/24/2001 $148,654,500 Rule 52 SCFC Commercial Paper Program $70,249,000 (1) - 4.26% 01/11/2001 $70,249,000 Rule 52 UBS Warburg Swap (2) - 4.68% 05/15/2001 (2) Rule 52 UBS Warburg Swap (3) - (3) 08/03/2001 (3) Rule 52 Bank of America Swap (4) - (4) 12/19/2001 (4) Rule 52 Bank of America Swap (4) - (4) 12/19/2001 (4) Rule 52 SCE&G Guarantee (5) - (5) (5) (5) Rule 52 (1) The commercial paper program credit agreement is for $125,000,000. The maximum amount outstanding during 2001 was $70,249,000 beginning January 11, 2001. The average daily interest rate during 2001 was 4.26%. Commitment fees for the program were approximately $100,000 in 2001. The commercial paper is collateralized by fossil fuel inventories, nuclear fuel inventories and sulfur dioxide emission allowances. (2) On May 15, 201 SCANA entered into an interest rate swap agreement to pay variable rate and receive fixed rate interest payments. The variable rate on the swap was 4.68%. SCANA received a premium of $6,519,542 when the swap was cancelled on August 2, 2001. (3) On August 3, 2001 SCANA entered into an interest rate swap agreement to pay variable rate and receive fixed rate interest payments. The variable rate on the swap is three-month LIBOR in arrears plus 75.5 basis points (based on the November 15, 2001 reset date). (4) On December 19, 2001 PSNC entered into two interest rate swap agreements to pay variable rate and receive fixed rate interest payments. The variable rate on the first swap is three-month LIBOR in arrears plus 592 basis points, or 7.83% (based on the March 1, 2002 reset date). The variable rate on the second swap is three-month LIBOR in arrears plus 319 basis points, or 5.09% (based on the estimate on the December 30, 2001 trade date). (5) SCE&G guarantees SCFC's commercial paper program described in note (1). The registrant and two of its subsidiaries (SCE&G and SCPC) are self-insured for the first $500,000 for worker's compensation coverage guaranteed through a letter of credit (in lieu of a bond). PSNC is self-insured for the first $200,000 for worker's compensation coverage guaranteed by a surety bond. The above do not include guarantees of system companies which have been authorized by Commission order under the Public Utility Holding Company Act of 1935, as amended, and which are subject to Rule 24 certificate filing requirements. ITEM 4. ACQUISITION, REDEMPTION OR RETIREMENT OF SYSTEM SECURITIES Extinguished Commission (E) or Held for Authorization Name of Number of Shares or Principal Amount Further or Issuer Title of Issue Acquired Redeemed Retired Consideration Disposition (D) Exemption ---------------------------------------- ---------- ----------- -------------- ------------- ---------------- --------------- SCE&G Pollution Control Facilities - - E Rule 42 Revenue Bonds $145,000 $145,000 SCE&G Franchise Agreement - - $3,571,428 E Rule 42 $3,571,428 SCE&G Department of Energy D&D Fund - - E Rule 42 $420,382 $420,382 PSNC Senior Debenture (unsecured) - - $4,300,000 E Rule 42 $4,300,000 SCANA Unsecured Notes - - $300,000,000 $300,000,000 E Rule 42 SCPC Notes (unsecured) - - E Rule 42 $1,250,000 $1,250,000 GENCO Notes (unsecured) - - $7,400,000 E Rule 42 $7,400,000 UBS Warburg Swap - (1) - - E Rule 42 SCE&G Preferred Stock - 10,803 - $560,000 E Rule 42 (1) On August 2, 2001 SCANA cancelled the interest rate swap described in Item 3, note (2) above. SCANA received a premium of $6,519,542 when this swap was cancelled. ITEM 5. INVESTMENTS IN SECURITIES OF NONSYSTEM COMPANIES Category 1 Aggregate Investor Number of Investments Investment Description ---------- ----------------------------------- ----------------------------- ------------------- ------------------ --------------------------------------- SCANA 2 $387,867 Provides loan capital to promote business and industry in South Carolina SR 1 $150,000 Provides loan capital to promote business and industry in South Carolina SCE&G 1 $60,000 Provides loan capital to promote business and industry in South Carolina Category 2 %Voting Book Investor Issuer Investment Shares Power Value Description ---------- -------------------- ---------------------------------- ----------- --------- ------------ ----------------------------- ---------- -------------------- ---------------------------------- ----------- --------- ------------ ----------------------------- SCHI ITC Holding Company, Inc. Common Shares 3,098,464 8.3% $5,764,411 Owns interests in telecommunications companies - Section 34 exempt SCHI ITC Holding Company, Inc. Series A Convertible Preferred 645,153 - $7,222,279 SCHI ITC Holding Company, Inc. Series B Convertible Preferred 133,664 - $4,036,489 SCHI ITC^DeltaCom, Inc. Common Shares 5,112,127 8.2% $4,447,552 Telecommunications - Section 34 exempt SCHI ITC^ DeltaCom, Inc. Series A Convertible Preferred 1,480,771 - $2,576,542 SCHI Knology, Inc. Series A Preferred 7,234,271 - $5,038,086 Telecommunications - Section SCHI Knology, Inc. Series C Preferred 8,333,333 - $25,030,146 34 exempt SCHI Knology Broadband, Inc. Senior Discount Note, 11.875% - - $64,947,003 SCHI Knology, Inc. Warrants to purchase Series A 159,180 - - Preferred SCHI Deutsche Telekom AG Ordinary shares 39,310,765 1.3% 798,008,530 Telecommunications - Section 34 exempt SCANA ITCD^DeltaCom, Inc. Series B-1 Convertible Preferred 5,113 - $763,158 Telecommunications - Section SCANA ITCD^DeltaCom, Inc. Series B-2 Convertible Preferred 6,667 - $2,265,738 34 exempt SCANA ITCD^DeltaCom, Inc. Warrants to purchase Common Stock 1,000,000 - $834,482 PSI West Texas Renewables Limited Partnership Limited Partnership n/a - $7,536,027 Electric generation ITEM 6. OFFICERS AND DIRECTORS Part I. OFFICERS The symbols used to indicate the positions held by officers are shown in the position symbol key as follows: Assistant Controller AC General Counsel GC Assistant Secretary AS General Manager GM Assistant Treasurer AT General Partner GP Controller C Limited Partner LP Corporate Compliance Officer CCO Member M Chief Executive Officer CEO Officer O Chief Financial Officer CFO President P Chairman CH Secretary S Chief Operating Officer COO Senior Vice President SVP Deputy General Counsel DGC Treasurer T Executive E Vice Chairman VCH Executive Vice President EVP Vice President VP SCANA CORPORATION, 1426 Main Street, Columbia, South Carolina 29201 William B. Timmerman CH, P, CEO Mark R. Cannon C H. Thomas Arthur GC, SVP, AS James P. Hudson CCO Duane C. Harris SVP Cathy Y. Kirven T Kevin B. Marsh CFO, SVP Lynn M. Williams S Sarena D. Burch DGC, AS SCANA SERVICES, INC., 1426 Main Street, Columbia, South Carolina 29201 William B. Timmerman CH, CEO, P, COO Mark R. Cannon C Kevin B. Marsh SVP, CFO James L. Caughran VP H. Thomas Arthur SVP, GC, AS J. Patrick Hudson O George J. Bullwinkel E Cathy Y. Kirven T Duane C. Harris SVP Charles B. McFadden VP Neville O. Lorick E James E. Swan, IV AC Ann M. Milligan E Lynn M. Williams S Jimmy E. Addison VP Sarena D. Burch DGC, AS 105 New Way Road, Columbia, South Carolina 29223 Asbury H. Gibbes E George Fasano SVP V. C. Summer Nuclear Station, P. O. Box 88, Jenkinsville, South Carolina 29065 Stephen A. Byrne SVP SOUTH CAROLINA ELECTRIC & GAS COMPANY, 1426 Main Street, Columbia, South Carolina 29201 William B. Timmerman CH, CEO D. Russell Harris VP H. Thomas Arthur SVP, GC, AS James P. Hudson CCO Duane C. Harris SVP Cathy Y. Kirven T Neville O. Lorick P, COO W. Keller Kissam VP Kevin B. Marsh SVP, CFO James M. Landreth VP Sarena D. Burch DGC, AS Carlette L. Walker AC Mark R. Cannon C Lynn M. Williams S Samuel L. Dozier VP V. C. Summer Nuclear Station, P. O. Box 88, Jenkinsville, South Carolina 29065 Stephen A. Byrne SVP 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 C Kevin B. Marsh P, COO James P. Hudson CCO H. Thomas Arthur SVP, GC, AS Cathy Y. Kirven T Sarena D. Burch DGC, AS Lynn M. Williams S Duane C. Harris SVP 800 Gaston Road, Building A, Gastonia, North Carolina 28056 Jerry W. Richardson VP Robert D. Voigt VP SOUTH CAROLINA GENERATING COMPANY, INC., 1426 Main Street, Columbia, South Carolina 29201 William B. Timmerman CH, CEO Sarena D. Burch DGC, AS H. Thomas Arthur SVP, GC, AS Mark R. Cannon C Duane C. Harris SVP James P. Hudson CCO Neville O. Lorick P, COO Cathy Y. Kirven T Kevin B. Marsh SVP, CFO Lynn M. Williams S SOUTH CAROLINA FUEL COMPANY, INC., 142Street, Columbia, South Carolina 29201 William B. Timmerman CH, CEO Mark R. Cannon C H. Thomas Arthur SVP, GC, AS Sarena D. Burch DGC, AS Duane C. Harris SVP James P. Hudson CCO Neville O. Lorick P, COO Cathy Y. Kirven T Kevin B. Marsh SVP, CFO Lynn M. Williams S SCANA COMMUNICATIONS, INC., 1426 Main Street, Columbia, South Carolina 29201 William B. Timmerman CH, CEO Sarena D. Burch DGC H. Thomas Arthur SVP, GC, AS Mark R. Cannon C George J. Bullwinkel P, COO James P. Hudson CCO Duane C. Harris SVP Cathy Y. Kirven T Kevin B. Marsh SVP, CFO Lynn M. Williams S 40 Knox Abbott Drive, Suite 240, Cayce, South Carolina 29033 Steve Blackwell VP SCANA COMMUNICATIONS HOLDINGS, INC., 300 Delaware Avenue, Suite 510, Wilmington, Delaware 19801 P. J. Winnington AT, AS 1426 Main Street, Columbia, South Carolina 29201 William B. Timmerman CH, CEO Mark R. Cannon C Kevin B. Marsh SVP, CFO Lynn M. Williams S SERVICECARE, INC., 246 Stoneridge Drive, Suite 300, Columbia, South Carolina 29210 Steven Burns VP, COO 1426 Main Street, Columbia, South Carolina 29201 William B. Timmerman CH, CEO Lynn M. Williams S Ann M. Milligan P Cathy Y. Kirven T H. Thomas Arthur SVP, GC, AS Mark R. Cannon C Kevin B. Marsh SVP, CFO Sarena D. Burch DGC PRIMESOUTH, INC., 111 Research Drive, Columbia, South Carolina 29221 Maurice Dean Bain VP 1426 Main Street, Columbia, South Carolina 29201 William B. Timmerman CH, CEO Sarena D. Burch DGC, AS H. Thomas Arthur Mark R. Cannon C Duane C. Harris SVP James P. Hudson CCO Neville O. Lorick P, COO Cathy Y. Kirven T Kevin B. Marsh SVP, CFO Lynn M. Williams S SCANA RESOURCES, INC., 1426 Main Street, Columbia, South Carolina 29201 William B. Timmerman CH, CEO Mark R. Cannon C H. Thomas Arthur SVP, GC, AS James P. Hudson CCO Kevin B. Marsh SVP, CFO Cathy Y. Kirven T Ann M. Milligan P, COO Lynn M. Williams S Sarena D. Burch DGC, AS SOUTH CAROLINA PIPELINE CORPORATION, 105 New Way Road, Columbia, South Carolina 29223 Asbury H. Gibbes P, COO Samuel L. Dozier VP George Fasano, Jr. SVP, T E. H. Kleckley, Jr. VP Paul Fant EVP Janet King AS 1426 Main Street, Columbia, South Carolina 29201 William B. Timmerman CH, CEO Sarena D. Burch DGC, AS H. Thomas Arthur SVP, GC, AS Mark R. Cannon C Duane C. Harris SVP Lynn M. Williams S Kevin B. Marsh SVP, CFO SCANA ENERGY MARKETING, INC., 110 Gateway Corporate Blvd., Suite 200, Columbia, South Carolina 29203 Robert G. Edwards VP Judith H. Evans AC 1426 Main Street, Columbia, South Carolina 29201 William B. Timmerman CH, CEO Sarena D. Burch DGC, AS H. Thomas Arthur SVP, GC, AS Mark R. Cannon C Duane C. Harris SVP James P. Hudson CCO Kevin B. Marsh P, COO Cathy Y. Kirven T Ann M. Milligan SVP Lynn M. Williams S 105 New Way Road, Columbia, South Carolina 29223 Samuel L. Dozier VP SCANA ENERGY MARKETING, INC. d/b/a SCANA ENERGY, Tower Place, Suite 750, 3340 Peachtree Road, Atlanta, Georgia 30326 George T. Devlin VP, GM 1426 Main Street, Columbia, South Carolina 29201 Ann M. Milligan SVP SCANA DEVELOPMENT, INC., 1426 Main Street, Columbia, South Carolina 29201 William B. Timmerman CH, CEO Kevin B. Marsh SVP, CFO H. Thomas Arthur SVP, GC Asbury H. Gibbes P SCANA PETROLEUM RESOURCES, INC., 1426 Main Street, Columbia, South Carolina 29201 William B. Timmerman CH, CEO Kevin B. Marsh SVP, CFO H. Thomas Arthur SVP, GC SCANA PROPANE GAS, INC., 1426 Main Street, Columbia, South Carolina 29201 William B. Timmerman CH, CEO Kevin B. Marsh SVP, CFO H. Thomas Arthur SVP, GC SCANA PROPANE STORAGE, INC., 1426 Main Street, Columbia, South Carolina 29201 William B. Timmerman CH, CEO Kevin B. Marsh SVP, CFO H. Thomas Arthur SVP, GC SCANA PROPANE SUPPLY, INC., 1426 Main Street, Columbia, South Carolina 29201 William B. Timmerman CH, CEO Kevin B. Marsh SVP, CFO H. Thomas Arthur SVP, GC USA CYLINDER EXCHANGE, INC., 1426 Main Street, Columbia, South Carolina 29201 William B. Timmerman CH, CEO Kevin B. Marsh SVP, CFO H. Thomas Arthur SVP, GC C & T PIPELINE, LLC, 1426 Main Street, Columbia, South Carolina 29201 William B. Timmerman CH, CEO Kevin B. Marsh SVP, CFO H. Thomas Arthur SVP, GC FRC, LLC, 1426 Main Street, Columbia, South Carolina 29201 George J. Bullwinkel, Jr. CH 454 S. Anderson Road, Suite 303, Rock Hill, South Carolina 29730 John Barnes VCH Larry Vincent VP Terry Metze S PALMARK, INC., 11 Research Drive, Columbia, South Carolina 29221 Maurice Dean Bain VP 1426 Main Street, Columbia, South Carolina 29201 William B. Timmerman CH, CEO Sarena D. Burch DGC, AS H. Thomas Arthur SVP, GC, AS Mark R. Cannon C Duane C. Harris SVP James P. Hudson CCO Neville O. Lorick P, COO Cathy Y. Kirven T Kevin B. Marsh SVP, CFO Lynn M. Williams S 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 AJG Financial Services LP 1426 Main Street, Columbia, South Carolina 29201 South Carolina Electric & Gas Company LP COGEN SOUTH, LLC, 1426 Main Street, Columbia, South Carolina 29201 SCANA Corporation M Post Office Box 118005, Charleston, South Carolina 29423-8005 Westvaco Corporation M PALMETTO LIME, LLC, 1426 Main Street, Columbia, South Carolina 29201 SCANA Corporation M Post Office Box 985004, Fort Worth, Texas 76185-5004 Chemical Lime M SCANA ENERGY TRADING, LLC, 105 New Way Road, Columbia, South Carolina 29223 Asbury H. Gibbes CH George Fasano T 531 Encinitas Boulevard, Suite 200, Encinitas, California 92024 Regard Yakou VCH 1426 Main Street, Columbia, South Carolina 29201 Lynn M. Williams S 110 Gateway Corporation Boulevard, Suite 200, Columbia, South Carolina 29203 Robert G. Edwards P SOLO ENERGY CORPORATION, 2701 Monarch Street, #206, Alameda, California 94501 As of December 31, 2001 Solo Energy Corporation had ceased active business operations and is in the process of liquidating its assets. All officers and directors of the Company had resigned. PINE NEEDLE LNG COMPANY, LLC, 2800 Post Oak Boulevard, Post Office Box 1396, Houston, Texas 77251-1396 Frank Ferazzi CH Russell Rush S CARDINAL PIPELINE COMPANY, LLC, 1915 Rexford Road, Post Office Box 33068, Charlotte, North Carolina 28233 Thomas E. Skains M 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 PSNC CARDINAL PIPELINE COMPANY, 800 Gaston Road, Building A, Gastonia, North Carolina 28056 Kevin B. Marsh P CLEAN ENERGY ENTERPRISES, INC., 800 Gaston Road, Building A, Gastonia, North Carolina 28056 Kevin B. Marsh P PSNC BLUE RIDGE CORPORATION, 800 Gaston Road, Building A, Gastonia, North Carolina 28056 Kevin B. Marsh P 1426 Main Street, Columbia, South Carolina 29201 William B. Timmerman CH, CEO H. Thomas Arthur SVP, GC, AS Mark R. Cannon C Duane C. Harris SVP Cathy Y. Kirven T Kevin B. Marsh P, COO, CFO James P. Hudson CCO Sarena D. Burch DGC, AS Lynn M. Williams S SCANA PUBLIC SERVICE COMPANY, LLC, 800 Gaston Road, Building A, Gastonia, North Carolina 28056 Joey O. Caskey S Sharon D. Boone T Robert G. Edwards VP SCG PIPELINE, INC., 105 New Way Road, Columbia, South Carolina 29223 Asbury H. Gibbes P, COO Samuel R. Dozier VP 1426 Main Street, Columbia, South Carolina 2920 William B. Timmerman CH, CEO Sarena D. Burch DGC, AS H. Thomas Arthur SVP, GC, AS Mark R. Cannon C Duane C. Harris SVP James P. Hudson CCO Neville O. Lorick P Cathy Y. Kirven T Kevin B. Marsh SVP, CFO Lynn M. Williams S DIRECTORS SCANA CORPORATION Bill L. Amick W. Hayne Hipp Amick Farms, Inc. The Liberty Corporation Route 3, HWY 178 2000 Wade Hampton Blvd. PO Box 2309 P. O. Box 789 Batesburg-Leesville, SC 29070-0309 Greenville, SC 29602 James A. Bennett Lynne M. Miller S. C. Community Bank Environmental Strategies Corporation 1545 Sumter Street 11911 Freedom Drive, Suite 900 P. O. Box 425 Reston, VA 20190 Columbia, SC 29202 Maceo K. Sloan William B. Bookhart, Jr. Sloan Financial Group, Inc. PO Box 140 103 West Main Street, Suite 400 Elloree, SC 29047 Durham, NC 27701-3638 William C. Burkhardt Harold C. Stowe 2101 Landings Way Canal Industries, Inc. Raleigh, NC 27615 P. O. Box 260001 Conway, SC 29528 Hugh M. Chapman NationsBank South William B. Timmerman GA1-006-55-02 Chairman, President and PO Box 4899 Chief Executive Officer Atlanta, GA 30302-4899 SCANA Corporation 19-8 Columbia, SC 29218 Elaine T. Freeman ETV Endowment of SC G. Smedes York 401 East Kennedy St., Suite B-1 York Properties, Inc. Spartanburg, SC 29302 1900 Cameron Street P. O. Box 10007 Lawrence M. Gressette, Jr. Raleigh, NC 27605 SCANA Corporation I-25 Columbia, SC 29218 D. Maybank Hagood William M. Bird and Co., Inc. 4210 Azalea Drive P. O. Box 20040 Charleston, SC 29413 SCANA SERVICES, INC. (1) Bill L. Amick D. Maybank Hagood James A. Bennett W. Hayne Hipp William B. Bookhart, Jr. Lynn M. Miller William C. Burkhardt Maceo K. Sloan Hugh M. Chapman Harold C. Stowe Elaine T. Freeman William B. Timmerman Lawrence M. Gressette, Jr. G. Smedes York SOUTH CAROLINA ELECTRIC & GAS COMPANY (1) Bill L. Amick D. Maybank Hagood James A. Bennett W. Hayne Hipp William B. Bookhart, Jr. Lynn M. Miller William C. Burkhardt Maceo K. Sloan Hugh M. Chapman Harold C. Stowe Elaine T. Freeman William B. Timmerman Lawrence M. Gressette, Jr. G. Smedes York PUBLIC SERVICE COMPANY OF NORTH CAROLINA, INCORPORATED (1) Bill L. Amick D. Maybank Hagood James A. Bennett W. Hayne Hipp William B. Bookhart, Jr. Lynn M. Miller William C. Burkhardt Maceo K. Sloan Hugh M. Chapman Harold C. Stowe Elaine T. Freeman William B. Timmerman Lawrence M. Gressette, Jr. G. Smedes York SOUTH CAROLINA GENERATING COMPANY, INC. (1) Bill L. Amick D. Maybank Hagood James A. Bennett W. Hayne Hipp William B. Bookhart, Jr. Lynn M. Miller William C. Burkhardt Maceo K. Sloan Hugh M. Chapman Harold C. Stowe Elaine T. Freeman William B. Timmerman Lawrence M. Gressette, Jr. G. Smedes York SOUTH CAROLINA FUEL COMPANY, INC. (1) Bill L. Amick D. Maybank Hagood James A. Bennett W. Hayne Hipp William B. Bookhart, Jr. Lynn M. Miller William C. Burkhardt Maceo K. Sloan Hugh M. Chapman Harold C. Stowe Elaine T. Freeman William B. Timmerman Lawrence M. Gressette, Jr. G. Smedes York SCANA COMMUNICATIONS, INC. (1) Bill L. Amick D. Maybank Hagood James A. Bennett W. Hayne Hipp William B. Bookhart, Jr. Lynn M. Miller William C. Burkhardt Maceo K. Sloan Hugh M. Chapman Harold C. Stowe Elaine T. Freeman William B. Timmerman Lawrence M. Gressette, Jr. G. Smedes York SCANA COMMUNICATIONS HOLDING, INC. P. J. Winnington Lawrence M. Gressette, Jr. (1) 300 Delaware Avenue, Suite 510 William B. Timmerman(1) Wilmington, Delaware 19801 SERVICECARE, INC. (1) Bill L. Amick D. Maybank Hagood James A. Bennett W. Hayne Hipp William B. Bookhart, Jr. Lynn M. Miller William C. Burkhardt Maceo K. Sloan Hugh M. Chapman Harold C. Stowe Elaine T. Freeman William B. Timmerman Lawrence M. Gressette, Jr. G. Smedes York PRIMESOUTH INC. (1) Bill L. Amick D. Maybank Hagood James A. Bennett W. Hayne Hipp William B. Bookhart, Jr. Lynn M. Miller William C. Burkhardt Maceo K. Sloan Hugh M. Chapman Harold C. Stowe Elaine T. Freeman William B. Timmerman Lawrence M. Gressette, Jr. G. Smedes York SCANA RESOURCES, INC. (1) Bill L. Amick D. Maybank Hagood James A. Bennett W. Hayne Hipp William B. Bookhart, Jr. Lynn M. Miller William C. Burkhardt Maceo K. Sloan Hugh M. Chapman Harold C. Stowe Elaine T. Freeman William B. Timmerman Lawrence M. Gressette, Jr. G. Smedes York SOUTH CAROLINA PIPELINE CORPORATION (1) Bill L. Amick D. Maybank Hagood James A. Bennett W. Hayne Hipp William B. Bookhart, Jr. Lynn M. Miller William C. Burkhardt Maceo K. Sloan Hugh M. Chapman Harold C. Stowe Elaine T. Freeman William B. Timmerman Lawrence M. Gressette, Jr. G. Smedes York SCANA ENERGY MARKETING, INC. (1) Bill L. Amick D. Maybank Hagood James A. Bennett W. Hayne Hipp William B. Bookhart, Jr. Lynn M. Miller William C. Burkhardt Maceo K. Sloan Hugh M. Chapman Harold C. Stowe Elaine T. Freeman William B. Timmerman Lawrence M. Gressette, Jr. G. Smedes York SCANA DEVELOPMENT, INC. (1) Bill L. Amick D. Maybank Hagood James A. Bennett W. Hayne Hipp William B. Bookhart, Jr. Lynn M. Miller William C. Burkhardt Maceo K. Sloan Hugh M. Chapman Harold C. Stowe Elaine T. Freeman William B. Timmerman Lawrence M. Gressette, Jr. G. Smedes York SCANA PETROLEUM RESOURCES, INC. (1) Bill L. Amick D. Maybank Hagood James A. Bennett W. Hayne Hipp William B. Bookhart, Jr. Lynn M. Miller William C. Burkhardt Maceo K. Sloan Hugh M. Chapman Harold C. Stowe Elaine T. Freeman William B. Timmerman Lawrence M. Gressette, Jr. G. Smedes York SCANA PROPANE GAS, INC. (1) Bill L. Amick D. Maybank Hagood James A. Bennett W. Hayne Hipp William B. Bookhart, Jr. Lynn M. Miller William C. Burkhardt Maceo K. Sloan Hugh M. Chapman Harold C. Stowe Elaine T. Freeman William B. Timmerman Lawrence M. Gressette, Jr. G. Smedes York SCANA PROPANE STORAGE, INC. (1) Bill L. Amick D. Maybank Hagood James A. Bennett W. Hayne Hipp William B. Bookhart, Jr. Lynn M. Miller William C. Burkhardt Maceo K. Sloan Hugh M. Chapman Harold C. Stowe Elaine T. Freeman William B. Timmerman Lawrence M. Gressette, Jr. G. Smedes York SCANA PROPANE SUPPLY, INC. (1) Bill L. Amick D. Maybank Hagood James A. Bennett W. Hayne Hipp William B. Bookhart, Jr. Lynn M. Miller William C. Burkhardt Maceo K. Sloan Hugh M. Chapman Harold C. Stowe Elaine T. Freeman William B. Timmerman Lawrence M. Gressette, Jr. G. Smedes York USA CYLINDER EXCHANGE, INC. (1) Bill L. Amick D. Maybank Hagood James A. Bennett W. Hayne Hipp William B. Bookhart, Jr. Lynn M. Miller William C. Burkhardt Maceo K. Sloan Hugh M. Chapman Harold C. Stowe Elaine T. Freeman William B. Timmerman Lawrence M. Gressette, Jr. G. Smedes York C&T PIPELINE, LLC (1) Bill L. Amick D. Maybank Hagood James A. Bennett W. Hayne Hipp William B. Bookhart, Jr. Lynn M. Miller William C. Burkhardt Maceo K. Sloan Hugh M. Chapman Harold C. Stowe Elaine T. Freeman William B. Timmerman Lawrence M. Gressette, Jr. G. Smedes York FRC, LLC (2) George J. Bullwinkel, Jr. John Barnes Terry Metze Larry Vincent PALMARK, INC. (1) Bill L. Amick D. Maybank Hagood James A. Bennett W. Hayne Hipp William B. Bookhart, Jr. Lynn M. Miller William C. Burkhardt Maceo K. Sloan Hugh M. Chapman Harold C. Stowe Elaine T. Freeman William B. Timmerman Lawrence M. Gressette, Jr. G. Smedes York SC COALTECH NO. 1, LP William D. Brown (3) COGEN SOUTH, LLC (4) Neville O. Lorick John D. Andrews PALMETTO LIME, LLC (5) Neville O. Lorick Kevin B. Marsh Dave Reilly Jim Ehle SCANA ENERGY TRADING, LLC (6) Asbury H. Gibbes Regard Yakou Robert G. Edwards George Fasano Fred Jager SOLO ENERGY CORPORATION As of December 31, 2001 Solo Energy Corporation had ceased active business operations and is in the process of liquidating its assets. All officers and directors of the Company had resigned. PINE NEEDLE LNG COMPANY, LLC Arthur Corbin Frank Ferazzi 104 Town Park Drive 2800 Post Oak Boulevard Kennesaw, GA 30144 Post Office Box 1396 Houston, Texas 77251-1396 Terry Davis 411 Fayetteville Street Mall - PEB18C5 Donald Lutken Post Office Box 1551 One Allen Center Raleigh, North Carolina 27602 500 Dallas Street Houston, Texas 77002 Russell Rush Thomas E. Skains 2800 Post Oak Boulevard 1915 Rexford Road Houston, Texas 77251-1396 Post Office Box 33068 Charlotte, North Carolina 28233 Bill Williams 800 Gaston Road, Building A Gastonia, North Carolina 28056 CARDINAL PIPELINE COMPANY, LLC Terry Davis Frank Ferazzi 411 Fayetteville Street Mall - PEB18C5 Post Office Box 1396 Post Office Box 1551 Houston, Texas 77251-1396 Raleigh, North Carolina 29602 Thomas E. Skains Bill Williams 1915 Rexford Road 800 Gaston Road, Building A Post Office Box 33068 Gastonia, North Carolina 28056 Charlotte, North Carolina 28233 CLEAN ENERGY ENTERPRISES, INC. (1) Bill L. Amick D. Maybank Hagood James A. Bennett W. Hayne Hipp William B. Bookhart, Jr. Lynn M. Miller William C. Burkhardt Maceo K. Sloan Hugh M. Chapman Harold C. Stowe Elaine T. Freeman William B. Timmerman Lawrence M. Gressette, Jr. G. Smedes York PSNC BLUE RIDGE CORPORATION (1) Bill L. Amick D. Maybank Hagood James A. Bennett W. Hayne Hipp William B. Bookhart, Jr. Lynn M. Miller William C. Burkhardt Maceo K. Sloan Hugh M. Chapman Harold C. Stowe Elaine T. Freeman William B. Timmerman Lawrence M. Gressette, Jr. G. Smedes York PSNC PRODUCTION CORPORATION (1) Bill L. Amick D. Maybank Hagood James A. Bennett W. Hayne Hipp William B. Bookhart, Jr. Lynn M. Miller William C. Burkhardt Maceo K. Sloan Hugh M. Chapman Harold C. Stowe Elaine T. Freeman William B. Timmerman Lawrence M. Gressette, Jr. G. Smedes York PSNC CARDINAL PIPELINE COMPANY (1) Bill L. Amick D. Maybank Hagood James A. Bennett W. Hayne Hipp William B. Bookhart, Jr. Lynn M. Miller William C. Burkhardt Maceo K. Sloan Hugh M. Chapman Harold C. Stowe Elaine T. Freeman William B. Timmerman Lawrence M. Gressette, Jr. G. Smedes York SCANA PUBLIC SERVICE COMPANY, LLC (1) Bill L. Amick D. Maybank Hagood James A. Bennett W. Hayne Hipp William B. Bookhart, Jr. Lynn M. Miller William C. Burkhardt Maceo K. Sloan Hugh M. Chapman Harold C. Stowe Elaine T. Freeman William B. Timmerman Lawrence M. Gressette, Jr. G. Smedes York SCG PIPELINE, INC. (1) Bill L. Amick D. Maybank Hagood James A. Bennett W. Hayne Hipp William B. Bookhart, Jr. Lynn M. Miller William C. Burkhardt Maceo K. Sloan Hugh M. Chapman Harold C. Stowe Elaine T. Freeman William B. Timmerman Lawrence M. Gressette, Jr. G. Smedes York (1) Business addresses are the same as for SCANA Corporation. (2) The business address for all members, except Mr. Bullwinkel, is 454 S. Anderson Road, Suite 303, Rock Hill, South Carolina 29730. Mr. Bullwinkel's business address is 1426 Main Street, Columbia, South Carolina 29201. (3) Mr. Brown is the managing member of the general partner. His business address is 823 McCalls Mill Road, Lexington, Kentucky 40505. (4) Mr. Lorick's business address is 1426 Main Street, Columbia, South Carolina 29201. Mr. Andrews' business address is Post Office Box 118005, Charleston, South Carolina 29423-8005. (5) Messrs. Lorick and Marsh's business address is 1426 Main Street, Columbia, South Carolina 29201. Messrs. Reilly and Ehle's business address is Post Office Box 985004, Fort Worth, Texas 76185-5004 (6) Messrs. Gibbes and Fasano's business address is 105 New Way Road, Columbia, South Carolina 29223; Messrs. Yakou and Jager's business address is 531 Encinitas Boulevard, Suite 200, Encinitas, California 92024; and Mr. Edwards' business address is 110 Gateway Corporation Boulevard, Suite 200, Columbia, South Carolina 29203. Part II. Name of Officer Name and Location of Position Held in or Director Financial Institution Financial Institution Applicable Exemption Rule -------------------------------------------------------- --------------------------------------------------------- -------------------------------------------------------- --------------------------------------------------------- James A. Bennett South Carolina Community Bank President, Chief Executive Pending no action letter Officer William C. Burkhardt Capital Bank Director 70(a) Elaine T. Freeman National Bank of South Carolina Director 70(a) Lynn M. Miller Adams National Bank Director 70(b) Maceo K. Sloan M&F Bancorp Director 70(a) Mechanics and Farmers Bank Director 70(a) Part III (a) The compensation of directors and executive officers of system companies: Director Compensation Board Fees Officers of SCANA who are also directors do not receive additional compensation for their service as directors. Since July 1, 2000, compensation for non-employee directors has included the following: |X| an annual retainer of $30,000 (60% of the annual retainer fee is paid in shares of SCANA Common Stock); |X| $3,500 for each board meeting attended; |X| $3,000 for attendance at a committee meeting held on a day other than a regular meeting of the Board; |X| $250 for participation in a telephone conference meeting; |X| $2,000 for attendance at an all-day conference; and |X| reimbursement for expenses incurred in connection with all of the above. Director Compensation and Deferral Plans Since January 1, 2001, non-employee director compensation 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 new 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 shares of SCANA Common Stock and up to 100% of meeting attendance and conference fees with distribution from the plan to be ultimately payable in either SCANA Common Stock or cash. Amounts payable in SCANA Common Stock accrue earnings during the deferral period at SCANA's dividend rate, which amount may be elected to be paid in cash when accrued or retained to invest in hypothetical shares of SCANA Common Stock. Amounts payable in cash accrue interest earnings until paid. During 2001, Messrs. Amick, Bennett, Burkhardt, Hipp, Sloan, Stowe and York and Ms. Miller elected to defer 100% of their compensation and earnings under the Director Compensation and Deferral Plan so as to acquire hypothetical shares of SCANA Common Stock. In addition, Mr. Hagood elected to defer 60% of his annual retainer and earnings under the plan to acquire hypothetical shares of SCANA Common Stock. Endowment Plan Upon election to a second term, a director becomes eligible to participate in the SCANA Director Endowment Plan, which provides for SCANA to make a tax deductible, charitable contribution totaling $500,000 to institutions of higher education designated by the director. The plan is intended to reinforce SCANA's commitment to quality higher education and to enhance its ability to attract and retain qualified board members. A portion is contributed upon retirement of the director and the remainder upon the director's death. The plan is funded in part through insurance on the lives of the directors. Designated in-state institutions of higher education must be approved by the Chief Executive Officer of SCANA. Any out-of-state designation must be approved by the Management Development and Corporate Performance Committee. The designated institutions are reviewed on an annual basis by the Chief Executive Officer to assure compliance with the intent of the program. Other As a Company retiree, Mr. Gressette receives monthly retirement benefits of $39,571. Executive Compensation Summary Compensation Table Annual Compensation Long-Term Compensation Awards Securities Underlying Executive Officer of Other Annual Option LTIP All Other System Company Name and Principal Position Year Salary Compensation(2) SARS Payouts(3) Compensation(4) ---- ------ -------- --------------- ---- ---------- ------------ ($) ($) ($) (#) ($) ($) All System W. B. Timmerman 2001 17,611 129,781 - 60,884 660,238(5) - Companies Chairman, President and Chief 2000 524,261 354,486 17,888 35,620 - 50,230 Executive Officer 1999 490,313 312,900 17,212 - 298,813 29,419 SCANA & PSNC C. E. Zeigler, Jr. 2001 293,671 10,172 36,711 - ,714,718 - Former President and Chief Operating 2000 320,078 146,246 11,144 14,306 - 9,347 Officer - PSNC SCANA & SCPC A. H. Gibbes 2001 323,846 18,757 25,941 - 34,605 - President, Chief Operating 2000 311,542 150,720 18,709 11,627 - 25,736 Officer-SCPC 1999 300,161 117,387 27,884 - 116,485 18,010 All System K. B. Marsh 2001 334,234 10,554 36,711 - 29,097 - Companies President and Chief Operating Officer 2000 276,172 150,720 10,613 11,627 - 24,254 - PSNC 1999 241,354 128,058 10,337 - 81,555 14,481 Senior Vice President and Chief Financial Officer SCANA & SCE&G N. O. Lorick 2001 385,252 18,701 36,711 - 30,611 - President and Chief Operating Officer- 2000 167,778 7,313 2,332 - 12,728 124,921 SCE&G 1999 157,417 44,356 7,313 - 38,754 9,445 SCANA A. M. Milligan 2001 281,077 - 12,613 25,941 - 24,093 President and Chief Operating Officer 2000 238,543 120,480 12,700 8,796 - 20,454 - SCANA Resources, Inc. ; Senior Vice 1999 206,355 102,354 12,329 - - 63,823 President - Marketing - SCANA Services, Inc. All System H. T. Arthur 2001 270,963 16,119 19,142 - 23,487 - Companies Senior Vice President and 2000 234,812 120,480 16,119 8,796 - 19,718 General Counsel 1999 219,806 93,825 15,939 - 65,843 13,188 SCANA & SCE&G S. A. Byrne 2001 244,232 9,465 19,142 - 22,064 - Senior Vice President Nuclear 2000 183,555 123,492 8,310 8,796 - 12,962 Operations - SCE&G 1999 137,321 32,483 3,600 - - 8,239 (1) Payments under the Annual Incentive Plan. (2) For 2001, other annual compensation consists of automobile allowance, life insurance premiums on policies owned by executive officers and payments to cover taxes on benefits of $9,000, $7,435 and $1,176 for Mr. Timmerman; $10,250, $7,959 and $492 for Mr. Lorick; $9,000, $9,158 and $599 for Mr. Gibbes; $9,000, $1,183 and $371 for Mr. Marsh; $9,000, $3,319 and $294 for Ms. Milligan; $9,000, $6,830 and $289 for Mr. Arthur; and $9,000, $180 and $285 for Mr. Byrne and $8,430, $1,742 and $0 for Mr. Zeigler. (3) Payments under the Long-Term Equity Compensation Plan. (4) All other compensation for all executive officers except Mr. Zeigler consists solely of Company matching contributions to defined contribution plans. All other compensation for Mr. Zeigler consists of Company matching contributions to defined contribution plans of $24,455 and severance payments of $1,690,263. (5) Reflects actual salary paid in 2001. Base salary of $676,300, as referenced on page 29, became effective on February 3, 2001. Options Grants and Related Information Option/SAR Grants in Last Fiscal Year Potential Realizable Value at Assumed Annual Rates of Stock Price Appreciation Individual Grants for Option Term ------------------------------------------------------------------- --------------------------------------------------------------------------------- ----------- (a) (b) (c) (d) (e) (f) (g) Number of % of Total Securities Options/ Underlying SARs Options/ Granted to Exercise or SARs Employees in Base Price Expiration Name Granted Fiscal Year ($/Sh) Date 5% ($) 10% ($) --------------------------------------------------------------------------------- ----------- W. B. Timmerman 129,781 18.12 27.45 02/22/11 2,240,021 5,677,919 A. H. Gibbes 25,941 3.62 27.45 02/22/11 447,742 1,134,919 K. B. Marsh 36,711 5.12 27.45 02/22/11 633,632 1,606,106 N. O. Lorick 36,711 5.12 27.45 02/22/11 633,632 1,606,106 H. T. Arthur 19,142 2.67 27.45 02/22/11 330,451 837,429 S. A. Byrne 19,142 2.67 27.45 02/22/11 330,451 837,429 A. M. Milligan 25,941 3.62 27.45 02/22/11 447,742 1,134,919 C. E. Zeigler, Jr. 36,711 5.12 27.45 12/28/01 - - All the above options (except Mr. Zeigler's) vest 33 1/3 percent on each of the first, second and third anniversaries of the date of the grant, February 22, 2001. Aggregated Option/SAR Exercises in Last Fiscal Year and FY-End Option/SAR Values (a) (d) (e) Number of Securities Underlying Value of Unexercised Unexercised In-the-Money Options/ Option/SARs SARs at At FY-End (#) FY-End ($) (1) Exercisable/ Exercisable/ Name Unexercisable Unexercisable ----------------------------------------------- -------------------------------- W. B. Timmerman 11,873/153,528 27,664/104,648 C. E. Zeigler, Jr. 0/0 0/0 A. H. Gibbes 3,875/33,693 9,029/27,920 K. B. Marsh 3,875/44,463 9,029/32,012 N. O. Lorick 777/38,266 1,810/17,573 A. M. Milligan 2,932/31,805 6,832/23,521 H. T. Arthur 2,932/25,006 6,832/20,937 S. A. Byrne 2,932/25,006 6,832/20,937 (1)Based on the closing price of $27.83 per share on December 31, 2001, the last trading day of the fiscal year. Long-Term Incentive Plan Awards The following table lists the performance share awards made in 2001 (for potential payment in 2004) under the Long-Term Equity Compensation Plan and estimated future payouts under that plan at threshold, target and maximum levels for each of the executive officers included in the Summary Compensation Table. LONG-TERM INCENTIVE PLANS AWARDS IN LAST FISCAL YEAR Number of Performance Estimated Future Payouts Under Shares, or Other Non-Stock Price-Based Plans ------------------------------- Units or Period Until Other Maturation Threshold Target Maximum Name Rights (#) or Payout (#) (#) (#) -------------------------------------------------------------------------------- W. B. Timmerman 20,132 2001-2003 8,053 20,132 30,198 N. O. Lorick 5,695 2001-2003 2,278 5,695 8,543 K. B. Marsh 5,695 2001-2003 2,278 5,695 8,543 A. H. Gibbes 4,024 2001-2003 1,610 4,024 6,036 A. M. Milligan 4,024 2001-2003 1,610 4,024 6,036 H. T. Arthur 2,969 2001-2003 1,188 2,969 4,454 S. A. Byrne 2,969 2001-2003 1,188 2,969 4,454 C. E. Zeigler, Jr. 5,695 2001-2003 0 0 0 Payouts occur when SCANA's Total Shareholder Return for the three year period is in the top two-thirds of the Long-Term Equity Compensation Plan peer group, and will vary based on SCANA's ranking against the peer group. Executives earn threshold payouts at the 33rd percentile of three-year performance. Target payouts will be made at the 50th percentile of three-year performance. Maximum payouts will be made when performance is at or above the 75th percentile of the peer group. Payments will be made on a sliding scale for performance between threshold and target and target and maximum. No payouts will be earned if performance is at less than the 33rd percentile. Awards are designated as target shares of SCANA Common Stock and may be paid in stock or cash or a combination of stock and cash. Defined Benefit Plans SCANA has a tax qualified defined benefit retirement plan. The plan has a mandatory cash balance benefit formula (the "Cash Balance 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 benefit formula or switching to the cash balance benefit option. All the executive officers named in the Summary Compensation Table elected to participate under the cash balance option of the plan. The Cash Balance Formula benefit is expressed in the form of a hypothetical account balance. Employees electing to participate under the cash balance option had an opening account balance established for them. The opening account balance was equal to the present value of the participant's June 30, 2000 accrued benefit under the final average pay formula. Participants who had 20 years of vesting service or who had 10 years of vesting service and whose age plus service equaled at least 60 were given transition credits. For these participants, the beginning account balance was determined so that projected benefits under the cash balance option approximated projected benefits under the final average pay formula at the earliest date at which unreduced benefits are payable under the plan. Account balances are increased monthly by interest and compensation credits. The interest rate used for accumulating account balances changes annually and is equal to the average rate for 30-year Treasuries for December of the previous calendar year. Compensation credits equal 5% of compensation under the Social Security Wage Base and 10% of compensation in excess of the Social Security Wage Base. In addition to its Retirement Plan for all employees, SCANA has Supplemental Executive Retirement Plans ("SERPs") for certain eligible employees, including officers. A SERP is an unfunded plan that provides for benefit payments in addition to benefits payable under the qualified Retirement Plan in order to replace benefits lost in the Retirement Plan because of Internal Revenue Code maximum benefit limitations. The estimated annual retirement benefits payable as life annuities at age 65 under the plans, based on projected compensation (assuming increases of 4% per year), to the executive officers named in the Summary Compensation Table are as follows: Mr. Timmerman-$427,476; Mr. Lorick-$282,696; Mr. Marsh-$311,556; Mr. Gibbes-$175,944; Mrs. Milligan-$240,408; Mr. Zeigler-$0; Mr. Arthur-$111,024; and Mr. Byrne-$238,440. Termination, Severance and Change in Control Arrangements SCANA maintains an Executive Benefit Plan Trust. The purpose of the trust is to help retain and attract quality leadership in key SCANA positions in the current transitional environment of the utilities industry. The trust holds SCANA contributions (if made) which may be used to pay deferred and other 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. (1) Executive Deferred Compensation Plan (2) Supplemental Executive Retirement Plan (3) Long-Term Equity Compensation Plan (4) Annual Incentive Plan (5) Key Executive Severance Benefits Plan (6) Supplementary Key Executive Severance Benefits Plan 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 plan participants on those benefits. The benefit distributions under the Key Executive Severance Benefits Plan would include the following three benefits: o An amount equal to three times the sum of: (i) the participant's annual base salary in effect as of the Change in Control and (ii) the officer's target annual incentive award in effect as of the Change in Control under the Annual Incentive Plan. o An amount equal to the projected cost for medical, long-term disability and certain life insurance coverage for three years following the Change in Control as though the participant had continued to be a SCANA employee. o An amount equal to the participant's Supplemental Executive Retirement Plan benefit accrued to the date of the Change in Control, increased by the present value of projected benefits that would otherwise accrue under the plan (based on the plan's actuarial assumptions) assuming that the participant remained employed until reaching age 65 and offset by the value of the participant's Retirement Plan benefit. Additional benefits upon a Change in Control where the Key Executive Severance Benefits Plan is operable are: o A benefit distribution of all amounts credited to the participant's Executive Deferred Compensation Plan account as of the date of the Change in Control. o A benefit distribution under the Long-Term Equity Compensation Plan equal to 100% of the targeted performance share awards for all performance periods not completed as of the date of the Change in Control, if any. o Under the Long-Term Equity Compensation Plan, all nonqualified stock options awarded would become immediately exercisable and remain exercisable throughout their term. o A benefit distribution under the Annual Incentive Plan equal to 100% of the target award in effect as of the date of the Change in Control. The benefits and their respective amounts, when the Supplementary Key Executive Severance Benefits Plan is operable, 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. (b) Interest in the securities of system companies including options or other rights to acquire securities: SHARE OWNERSHIP OF DIRECTORS, NOMINEES AND EXECUTIVE OFFICERS In general, "beneficial ownership" includes those shares a director, nominee or executive officer has the power to vote or transfer. On February 28, 2002 the directors and executive officers of SCANA and SCE&G as a group (24 and 21 persons, respectively) beneficially owned, in the aggregate, 506,788 and 415,642 shares, respectively, of SCANA Common Stock, including shares subject to options exercisable within 60 days (approximately 0.5% and 0.4%, respectively, of the shares outstanding and entitled to vote at the Annual Meeting). The following table lists shares beneficially owned on February 28, 2002 by each director, each nominee and each executive officer named in the Summary Compensation Table on page 21. Amount and Nature of Beneficial Ownership of SCANA Name Common Stock*(1) (2) (3) (4)(5) -------------------------------------------------------------------------------- B. L. Amick 10,896 H.T. Arthur 26,292 J. A. Bennett 2,286 W. B. Bookhart, Jr. 21,725 W. C. Burkhardt 11,626 S. A. Byrne 17,163 H. M. Chapman 8,212 E. T. Freeman 6,184 A. H. Gibbes 33,803 L. M. Gressette, Jr. 63,858 D. M. Hagood 822 W. H. Hipp 4,897 N. O. Lorick 29,604 K. B. Marsh 35,778 L. M. Miller 3,417 A. M. Milligan 17,305 M. K. Sloan 4,132 H. C. Stowe 4,127 W. B. Timmerman 122,257 G. S. York 11,225 C. E. Zeigler, Jr. 24,387 ------------------------------------------------------------------------------ *Each of the above owns less than 1% of the shares outstanding. (1) Includes shares owned by close relatives, the beneficial ownership of which is disclaimed by the director, nominee or named executive officers, as follows: Mr. Amick-480; Mr. Bookert-6,064; Mr. Gressette-1,060; and by all directors, nominees and executive officers 7,604 in total. (2) Includes shares purchased through February 28, 2002, by the Trustee under SCANA's Stock Purchase Savings Plan. (3) Hypothetical shares acquired under the SCANA Director Compensation and Deferral Plan are not included in the above table. As of February 22, 2002, each of the following directors had acquired under the plan, the number of hypothetical shares following his or her name: Messrs. Amick-3,280; Bennett-3,945; Burkhardt-3,902; Hagood-1,359; Hipp-3,635; Sloan-3,485; Stowe-3,245 and York-3,645 and Ms. Miller-3,822. (4) Includes shares subject to currently exercisable options and options that will become exercisable within 60 days in the following amounts: Mr. Timmerman-67,007; Mr. Gibbes-16,398; Mr. Lorick-13,792; Mr. Marsh-19,988; Mr. Byrne-12,245; Mr. Arthur-12,245 and Ms. Milligan 14,511. (5) Hypothetical shares acquired under the SCANA Executive Deferred Compensation Plan are not included in the above table. As of February 28, 2002, each of the following officers had acquired under the plan, the number of hypothetical shares following his or her name: Messrs. Timmerman-15,402; Gibbes-8,166; Lorick-1,638; Marsh-3,410; Byrne-1,031; Arthur-2,241 and Ms. Milligan-5,080. (c) Contracts and transactions with system companies: Mr. Hipp is Chairman and Chief Executive Officer and a director of The Liberty Corporation. During 2001, SCANA paid $120,983 (including the value of nonutility in-kind services provided by SCANA) to subsidiaries of The Liberty Corporation for advertising expenses. It is anticipated that similar transactions will occur in the future. (d) Indebtedness to system companies: None (e) Participation in bonus and profit-sharing arrangements and other benefits: REPORT ON EXECUTIVE COMPENSATION SCANA's executive compensation program is designed to support SCANA's overall objective of creating shareholder value by: o Hiring and retaining premier executive talent; o Having a pay-for-performance philosophy linking rewards to corporate and business unit results; o Placing a substantial portion of pay for senior executives "at-risk" and aligning the interests of executives with the long-term interests of shareholders through equity-based compensation; and o Balancing elements of the compensation program to reflect SCANA's financial, customer-oriented and strategic goals. We believe our program performs a vital role in keeping our executives focused on SCANA's goal of enhancing shareholder value. A description of the program and a discussion of Mr. Timmerman's 2001 compensation follows. Program Elements Executive compensation consists primarily of three key components: base salary, short-term incentive compensation (Annual Incentive Plan) and long-term incentive compensation (Long-Term Equity Compensation Plan). Compensation levels for these components are established annually based on a comparison to a market, which consists of utilities of various sizes, smaller telecommunications companies and general industry. Results are adjusted through regression analysis to account for differences in company size. We do not include all of the peer group companies in the market because we believe that SCANA's competition for executives does not include all of those companies and includes other utilities, telecommunications companies and general industry companies. For 2001, all elements of executive compensation with the exception of short-term incentives and perquisites were below the market median as adjusted for company size. The combined effect of increasing short-term incentive targets and continuing to move targeted compensation levels toward the market median has improved SCANA's position relative to the market with regards to short-term incentives and perquisites. However, total target compensation is still below the market median. The specific components of SCANA's compensation program for executive officers are described more fully in the following paragraphs. Each component of the compensation package, including severance plans, insurance and other benefits, is considered in determining total compensation. Base Salaries Executive salaries are reviewed annually by the Management Development and Corporate Performance Committee. Adjustments may be made on the basis of an assessment of individual performance, relative levels of accountability, prior experience, breadth and depth of knowledge and changes in market pay practices. Annual Incentive Plans SCANA has Annual Incentive Plans for its officers and officers of its subsidiaries. The plans promote SCANA's pay-for-performance philosophy, as well as its goal of having a meaningful amount of executive pay "at-risk." Through these plans, financial incentives are provided in the form of annual cash bonuses. Executives eligible for these plans are assigned threshold, target and maximum bonus levels as a percentage of salary. Bonuses earned are based on the level of performance achieved. Award payouts may increase to a maximum of 1.5 times target if performance exceeds the goals established. Award payouts may decrease, generally to a minimum of one-half the target-level awards, if performance fails to meet established targets, but results are achieved at minimum or threshold levels. Awards earned based on the achievement of pre-established goals may nonetheless be decreased if the Management Development and Corporate Performance Committee determines that actual results warrant a lower payout. The various Annual Incentive Plans in which officers of SCANA and its subsidiaries participate place their major emphasis on achieving profitability targets, with the remaining emphasis focused upon meeting annual business objectives relating to such matters as efficiency, quality of service, customer satisfaction and progress toward SCANA's strategic objectives. These plans also allow for an adjustment of an award based upon an evaluation of individual performance. Each award may be increased or decreased by no more than 20% based on the individual performance evaluation, but in no case may an award exceed the maximum payout of 1.5 times target. There were no annual incentive award payouts for 2001 because SCANA did not meet profitability targets for the year. Long-Term Equity Compensation Plan The potential value of long-term incentive opportunities comprises a significant portion of the total compensation package for officers and key employees. The Long-Term Equity Compensation Plan Committee believes this approach to total compensation provides the appropriate focus for those officers and other key employees who are charged with the responsibility for managing the Company and achieving success for SCANA shareholders. A portion of each executive's potential compensation consists of awards under the Long-Term Equity Compensation Plan. The committee may award to eligible employees incentive and nonqualified stock options, stock appreciation rights (either alone or in tandem with a related option), restricted stock, performance units and performance shares. Certain of these awards may be granted subject to satisfaction of specific performance goals. In 2001, two types of long-term equity compensation awards were granted: performance share awards (which made up 40% of each executive's long-term compensation award) and nonqualified stock option awards (which made up 60% of such award). Performance Share Awards SCANA's performance share award feature of the Long-Term Equity Compensation Plan pays bonuses to executives based on SCANA's Total Shareholder Return ("TSR") relative to a group of peer companies over a three-year period. The purpose of performance share awards is to ensure that executives are compensated only when shareholders gain. The peer group includes 66 electric and gas utilities, none of which have annual revenues of less than $100 million. TSR is stock price increase over the three-year period, plus cash dividends paid during that period, divided by stock price as of the beginning of the three-year period. Comparing SCANA's TSR to the TSR of a large group of other utilities reflects SCANA's recognition that investors could have invested their funds in other utility companies and measures how well SCANA performed when compared to others operating in similar interest, tax, economic and regulatory environments. Based on TSR for the performance period, plan participants did not receive a payout for the 1999-2001 plan cycle. Nonqualified Stock Option Awards The nonqualified stock options granted in 2001 give officers the right to purchase shares of SCANA Common Stock at the fair market value of a share on the date the options were granted, and have terms of 10 years. The options become exercisable in 33 1/3% increments on each of the first three anniversaries of the grant date. The purpose of stock options is to align compensation directly with increases in shareholder value. Accordingly, these options will be valuable to recipients only if the market price of SCANA's stock increases. Policy with Respect to the $1 Million Deduction Limit Section 162(m) of the Internal Revenue Code establishes a limit on the deductibility of annual compensation for certain executive officers that exceeds $1,000,000. It is the general intention of SCANA to meet the requirements for deductibility under Section 162(m); however, SCANA reserves the right, where merited by changing business conditions or an executive's individual performance, to authorize compensation payments which may not be fully deductible by SCANA. Compensation of Chief Executive Officer for 2001 For 2001, Mr. Timmerman's compensation consisted of the following: o Base salary of $676,300 derived by reference to executive pay for the market group described. This amount approximates the median base salary for the market. Mr. Timmerman's salary increase of $139,200 from $537,100 to $676,300 was based on his responsibilities as Chairman and Chief Executive Officer, external pay practices and the Management Development and Corporate Performance Committee's assessment of his overall performance during the preceding year. Because this determination was subjective, no one factor was assigned a particular weighting by the committee. o Mr. Timmerman did not receive an annual incentive award payout for 2001 because SCANA did not meet profitability targets for the year. o In 2001, Mr. Timmerman's Long-Term Equity Compensation Plan target award was set at 125% of the salary level for his position. This resulted in a target award of 20,132 performance shares for the period 2001-2003 and an award of 129,781 stock options. The amount of the award was determined by the Long-Term Equity Compensation Plan Committee based on Mr. Timmerman's salary, level of responsibility and competitive practices. Based on TSR for the performance period, Mr. Timmerman and other plan participants did not receive a performance share award payout for the 1999-2001 plan cycle. Management Development and Long-Term Equity Compensation Corporate Performance Committee Plan Committee H. M. Chapman* H. M. Chapman* B. L. Amick B. L. Amick W. B. Bookhart, Jr. J. A. Bennett W. C. Burkhardt W. B. Bookhart, Jr. M. K. Sloan W. C. Burkhardt H. C. Stowe E. T. Freeman W. B. Timmerman** D. M. Hagood L. M. Miller M. K. Sloan H. C. Stowe G. S. York ----------- * Chairman of the Committee ** Mr. Timmerman is a non-voting member of the Management Development and Corporate Performance Committee. He did not participate in any of its decisions concerning executive compensation. (f) Rights to indemnity. Directors and officers of SCANA and its wholly owned subsidiaries are insured under a directors and officers liability policy issued by AEGIS Insurance Services, Inc. The policy is for the period October 31, 1998 through October 31, 2002. ITEM 7. CONTRIBUTIONS AND PUBLIC RELATIONS (1) Expenditures, disbursements or payments, directly or indirectly, in money, goods or services, to or for the account of any political party, candidate for public office or holder of such office, or any committee or agent thereof. Recipient Amount ------------------------------------------------------------------ ------------------------------------------------------------------ SC HOUSE REPUBLICAN CAUCUS $3,500 SC SENATE DEMOCRATIC CAUCUS 3,500 SC SENATE REPUBLICAN CAUCUS 3,500 SC DEMOCRATIC LEADERSHIP COUNCIL 1,000 J. GRESHAM BARRETT FOR SC HOUSE 500 GLORIA HASKINS FOR SC HOUSE 500 JOHN LAND FOR SC SENATE 300 SC REPUBLICAN PARTY 5,000 WILKINS MCCONNELL ROAST 1,000 NATIONAL BLACK CAUCUS STATE LEGISLATORS ASSOCIATION 500 SC LEGISLATIVE BLACK CAUCUS 7,000 CONGRESSIONAL BLACK CAUCUS LEADERSHIP INSTITUTE 50,000 JOHN W. MATTHEWS SCHOLARSHIP FUND 1,000 CONGRESSIONAL BLACK CAUCUS 3,750 SCANA and its subsidiaries have established political action committees and have incurred, in connection with the provisions of the Federal Election Campaign Act, certain costs for the administration of such committees. (2) Expenditures, disbursements or payments, directly or indirectly, in money, goods or services, to or for the account of any citizens group or public relations counsel. Account Company Recipient Purpose Charged Amount ------- --------------------------------------------------------------------------------- ------- --------------------------------------------------------------------------------- SCANA RAWLE MURDY AND ASSOCIATES PUBLIC RELATIONS 921 27,500 SCANA BOB MCALLISTER AND ASSOCIATES PUBLIC RELATIONS 921 60,000 SCANA REDDY CORPORATION PUBLIC RELATIONS 921 13,000 SCANA WELTNER COMMUNICATIONS PUBLIC RELATIONS 921,923 176,765 SCANA DICKERSON COMMUNICATIONS PUBLIC RELATIONS 921,923 49,225 SCANA ADVISORY BOARDS CITIZENS ADVISORY GROUP 821 21,259 SCANA SC POLICY COUNCIL MEMBERSHIP 426 50,000 SCANA ALLIANCE PARTNERSHIP SUPPORT 921 25,000 SCANA CENTRAL CAROLINA ECONOMIC DEV. ALLIANCE SUPPORT 921 25,000 SCANA MISC - 51 ITEMS LESS THAN $10,000 COMMUNITY DEV. EDUC & CIVIC ACTIVITY 921 80,225 ITEM 8. SERVICE, SALES AND CONSTRUCTION CONTRACTS Part I Serving Receiving Compensation Contract In Effect at Transaction Company Company (in Thousands) Date December 31, 2001 ------------------------------------------------------------------------ ---------------------------------------- ------------------------------------------------------------------------ ---------------------------------------- (Note) SCE&G SCPC $1,194 (Note) Yes (Note) SCE&G SEMI 677 (Note) Yes (Note) SCE&G SCI * (Note) Yes (Note) SCE&G PSNC 5,916 (Note) Yes (Note) SCE&G PSI * (Note) Yes (Note) SCE&G SVCI 903 (Note) Yes (Note) SEMI SCE&G 1,890 (Note) Yes (Note) SEMI SCPC * (Note) Yes (Note) PSNC SEMI 2,452 (Note) Yes (Note) SCPC SCE&G 146 (Note) Yes (Note) SCPC SEMI * (Note) Yes (Note) SCPC PSNC * (Note) Yes (Note) PSNC SCE&G * (Note) Yes (Note) PSI SCE&G * (Note) Yes Palmetto Center Rent SCE&G SCI 188 Jan-Dec 2001 Yes Site leases and related operating SCE&G SCI * Jan-Dec 2001 Yes agreements Site lease GENCO SCI * Sept - Dec 2001 Yes Radio system usage SCI SCE&G 1,042 Jan-Dec 2001 Yes Mobile Data System SCI SCE&G * Jan-Dec 2001 Yes Dark fiber lease SCI SCE&G 1,463 Jan-Dec 2001 Yes Tower space rent SCI SCE&G * Jan-Dec 2001 Yes Tower space rent SCI SCPC * Jan-Dec 2001 Yes Maintenance contract PSI SCE&G 4,411 Jan 1998 - Aug 2002 Yes Rental Facility SDC SCE&G 161 Aug 2000 - Aug 2005 Yes * Consideration is less than $100,000. Note: SCANA Corporation system companies have agreements with each other pursuant to which the system companies reimburse each other for the full cost of services, personnel and facilities provided by another system company. Part II None Part III None ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES None ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS Financial Statements Page No. -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- SCANA Corporation Condensed Consolidating Balance Sheet 33 South Carolina Electric & Gas Company Condensed Consolidating Balance Sheet 38 Public Service Company of North Carolina, Incorporated Condensed Consolidating Balance Sheet 40 SCANA Energy Marketing, Inc. Condensed Consolidating Balance Sheet 43 SCANA Corporation Condensed Consolidating Statement of Income and Retained Earnings 44 South Carolina Electric & Gas Company Condensed Consolidating Statement of Income and Retained Earnings 49 Public Service Company of North Carolina, Incorporated Condensed Consolidating Statement of Income and Retained Earnings 51 SCANA Energy Marketing, Inc. Condensed Consolidating Statement of Income and Retained Earnings 53 SCANA Corporation Consolidating Statement of Cash Flows 54 Exhibits Page No. ----------------------------------------------------------------------------- ----------------------------------------------------------------------------- Exhibit A 57 Exhibit B 57 Exhibit C 63 Exhibit D 66 Exhibit E 71 Exhibit F 71 Exhibit G 72 Exhibit H 72 SCANA CORPORATION CONDENSED CONSOLIDATING BALANCE SHEET DECEMBER 31, 2001 (MILLIONS OF DOLLARS) SCANA SOUTH CAROLINA SOUTH CAROLINA SOUTH CAROLINA CORPORATION ELECTRIC & GAS GENERATING FUEL CONSOLIDATED COMPANY COMPANY, INC. COMPANY, INC. ASSETS UTILITY PLANT, NET OF ACCUMULATED DEPRECIATION $5,263 $3,845 $174 $45 OTHER PROPERTY AND INVESTMENTS, NET OF ACCUMULATED DEPRECIATION 284 24 - - CURRENT ASSETS: CASH AND TEMPORARY CASH INVESTMENTS 212 78 - - OTHER CURRENT ASSETS 1,345 274 25 60 TOTAL CURRENT ASSETS 1,557 352 25 60 DEFERRED DEBITS 718 647 11 - TOTAL $7,822 $4,868 $210 $105 SCANA SOUTH CAROLINA SOUTH CAROLINA SOUTH CAROLINA CORPORATION ELECTRIC & GAS GENERATING FUEL CONSOLIDATED COMPANY COMPANY, INC. COMPANY, INC. CAPITALIZATION & LIABILITIES STOCKHOLDERS' INVESTMENT: COMMON EQUITY (DEFICIT) $2,194 $1,750 $42 $- PREFERRED STOCK (NOT SUBJECT TO PURCHASE OR SINKING FUNDS) 106 106 - - TOTAL STOCKHOLDERS' INVESTMENT 2,300 1,856 42 - PREFERRED STOCK (SUBJECT TO PURCHASE OR SINKING FUNDS) 10 10 - - TRUST-PREFERRED SECURITIES 50 50 - - LONG-TERM DEBT, NET 2,646 1,412 74 - TOTAL CAPITALIZATION (DEFICIT) 5,006 3,328 116 - CURRENT LIABILITIES 1,561 463 38 106 DEFERRED CREDITS 1,255 1,077 56 (1) TOTAL $7,822 $4,868 $210 $105 SCANA CORPORATION CONDENSED CONSOLIDATING BALANCE SHEET DECEMBER 31, 2001 (MILLIONS OF DOLLARS) SCG SCANA SCANA SOUTH CAROLINA PIPELINE, DEVELOPMENT COMMUNICATIONS, PRIMESOUTH, PIPELINE CORP. INC. CORPORATION INC. INC. ASSETS UTILITY PLANT, NET OF ACCUMULATED DEPRECIATION $193 $- $- $- $- OTHER PROPERTY AND INVESTMENTS, NET OF ACCUMULATED DEPRECIATION - - 4 154 7 CURRENT ASSETS: CASH AND TEMPORARY CASH INVESTMENTS 7 - - 5 2 OTHER CURRENT ASSETS 96 - - 666 7 TOTAL CURRENT ASSETS 103 - - 671 9 DEFERRED DEBITS 35 2 3 - - TOTAL $331 $2 $7 $825 $16 SCG SCANA SCANA SOUTH CAROLINA PIPELINE, DEVELOPMENT COMMUNICATIONS, PRIMESOUTH, PIPELINE CORP. INC. CORPORATION INC. INC. CAPITALIZATION & LIABILITIES STOCKHOLDERS' INVESTMENT: COMMON EQUITY (DEFICIT) $111 $- $3 $276 $4 PREFERRED STOCK (NOT SUBJECT TO PURCHASE OR SINKING FUNDS) - - - - - TOTAL STOCKHOLDERS' INVESTMENT 111 - 3 276 4 PREFERRED STOCK (SUBJECT TO PURCHASE OR SINKING FUNDS) - - - - - TRUST-PREFERRED SECURITIES - - - - - LONG-TERM DEBT, NET 39 - - - - TOTAL CAPITALIZATION (DEFICIT) 150 - 3 276 4 CURRENT LIABILITIES 154 - 4 560 10 DEFERRED CREDITS 27 2 - (11) 2 TOTAL $331 $2 $7 $825 $16 SCANA CORPORATION CONDENSED CONSOLIDATING BALANCE SHEET DECEMBER 31, 2001 (MILLIONS OF DOLLARS) SCANA SCANA ENERGY SCANA PETROLEUM ASSETS MARKETING, INC. RESOURCES RESOURCES, INC. UTILITY PLANT, NET OF ACCUMULATED DEPRECIATION $- $- $- OTHER PROPERTY AND INVESTMENTS, NET OF ACCUMULATED DEPRECIATION 9 - - CURRENT ASSETS: CASH AND TEMPORARY CASH INVESTMENTS 35 - - OTHER CURRENT ASSETS 137 1 - TOTAL CURRENT ASSETS 172 1 - DEFERRED DEBITS 4 - - TOTAL $185 $1 $- SCANA SCANA ENERGY SCANA PETROLEUM CAPITALIZATION & LIABILITIES MARKETING, INC. RESOURCES RESOURCES, INC STOCKHOLDERS' INVESTMENT: COMMON EQUITY (DEFICIT) $(25) $(5) $(1) PREFERRED STOCK (NOT SUBJECT TO PURCHASE OR SINKING FUNDS) - - - TOTAL STOCKHOLDERS' INVESTMENT (25) (5) (1) PREFERRED STOCK (SUBJECT TO PURCHASE OR SINKING FUNDS) - - - TRUST-PREFERRED SECURITIES - - - LONG-TERM DEBT, NET - - - TOTAL CAPITALIZATION (DEFICIT) (25) (5) (1) CURRENT LIABILITIES 223 6 - DEFERRED CREDITS (13) - 1 TOTAL $185 $1 $- SCANA CORPORATION CONDENSED CONSOLIDATING BALANCE SHEET DECEMBER 31, 2001 (MILLIONS OF DOLLARS) SCANA SCANA PROPANE PROPANE SCANA GAS, INC. SERVICECARE, INC. SERVICES, INC CORPORATION ASSETS UTILITY PLANT, NET OF ACCUMULATED DEPRECIATION $- $- $- $- OTHER PROPERTY AND INVESTMENTS, NET OF ACCUMULATED DEPRECIATION - - - 3,675 CURRENT ASSETS: CASH AND TEMPORARY CASH INVESTMENTS - 2 - 58 OTHER CURRENT ASSETS - 1 - 47 TOTAL CURRENT ASSETS - 3 - 105 DEFERRED DEBITS - - - 13 TOTAL $- $3 $- $3,793 SCANA SCANA PROPANE PROPANE SCANA GAS, INC. SERVICECARE, INC. SERVICES, INC CORPORATION CAPITALIZATION & LIABILITIES STOCKHOLDERS' INVESTMENT: COMMON EQUITY (DEFICIT) $- $(1) $- $2,194 PREFERRED STOCK (NOT SUBJECT TO PURCHASE OR SINKING FUNDS) - - - - TOTAL STOCKHOLDERS' INVESTMENT - (1) - 2,194 PREFERRED STOCK (SUBJECT TO PURCHASE OR SINKING FUNDS) - - - - TRUST-PREFERRED SECURITIES - - - - LONG-TERM DEBT, NET - - - 854 TOTAL CAPITALIZATION (DEFICIT) - (1) - 3,048 CURRENT LIABILITIES - 4 - 733 DEFERRED CREDITS - - - 12 TOTAL $- $3 $- $3,793 SCANA CORPORATION CONDENSED CONSOLIDATING BALANCE SHEET DECEMBER 31, 2001 (MILLIONS OF DOLLARS) PUBLIC SERVICE COMPANY OF NORTH SCANA CAROLINA, ASSETS SERVICES, INC. INCORPORATED ELIMINATIONS UTILITY PLANT, NET OF ACCUMULATED DEPRECIATION $- $1,006 $- OTHER PROPERTY AND INVESTMENTS, NET OF ACCUMULATED DEPRECIATION 36 29 (3,654) CURRENT ASSETS: CASH AND TEMPORARY CASH INVESTMENTS 12 18 (5) OTHER CURRENT ASSETS 60 139 (168) TOTAL CURRENT ASSETS 72 157 (173) DEFERRED DEBITS 5 29 (31) TOTAL $113 $1,221 $(3,858) PUBLIC SERVICE COMPANY OF NORTH SCANA CAROLINA, SERVICES, INC INCORPORATED ELIMINATIONS CAPITALIZATION & LIABILITIES STOCKHOLDERS' INVESTMENT: COMMON EQUITY (DEFICIT) $715 $6 $(2,875) PREFERRED STOCK (NOT SUBJECT TO PURCHASE OR SINKING FUNDS) - - - TOTAL STOCKHOLDERS' INVESTMENT 6 715 (2,875) PREFERRED STOCK (SUBJECT TO PURCHASE OR SINKING FUNDS) - - - TRUST-PREFERRED SECURITIES - - - LONG-TERM DEBT, NET 2 290 (25) TOTAL CAPITALIZATION (DEFICIT) 8 1,005 (2,900) CURRENT LIABILITIES 100 86 (926) DEFERRED CREDITS 5 130 (32) TOTAL $1,221 $113 $(3,858) SOUTH CAROLINA ELECTRIC & GAS COMPANY CONDENSED CONSOLIDATING BALANCE SHEET DECEMBER 31, 2001 (MILLIONS OF DOLLARS) SOUTH CAROLINA SOUTH CAROLINA ELECTRIC & GAS ELECTRIC & GAS SOUTH CAROLINA COMPANY COMPANY FUEL ASSETS 10-K CONSOLIDATED COMPANY, INC. ELIMINATIONS UTILITY PLANT, NET OF ACCUMULATED DEPRECIATION $3,891 $3,845 $46 $- OTHER PROPERTY AND INVESTMENTS, NET OF ACCUMULATED DEPRECIATION 24 24 - - CURRENT ASSETS: CASH AND TEMPORARY CASH INVESTMENTS 78 78 - - OTHER CURRENT ASSETS 322 274 59 (11) TOTAL CURRENT ASSETS 400 352 59 (11) DEFERRED DEBITS 647 647 - - TOTAL $4,962 $4,868 $105 $(11) SOUTH CAROLINA SOUTH CAROLINA ELECTRIC & GAS ELECTRIC & GAS SOUTH CAROLINA COMPANY COMPANY FUEL CAPITALIZATION & LIABILITIES 10-K CONSOLIDATED COMPANY, INC. ELIMINATIONS STOCKHOLDERS' INVESTMENT: COMMON EQUITY $1,750 $1,750 $- $- PREFERRED STOCK (NOT SUBJECT TO PURCHASE OR SINKING FUNDS) 106 106 - - TOTAL STOCKHOLDERS' INVESTMENT 1,856 1,856 - - PREFERRED STOCK (SUBJECT TO PURCHASE OR SINKING FUNDS) 10 10 - - TRUST-PREFERRED SECURITIES 50 50 - - LONG-TERM DEBT, NET 1,412 1,412 - - TOTAL CAPITALIZATION 3,328 3,328 - - CURRENT LIABILITIES 558 463 106 (11) DEFERRED CREDITS 1,076 1,077 (1) - TOTAL $4,962 $4,868 $105 $(11) SOUTH CAROLINA ELECTRIC & GAS COMPANY CONDENSED CONSOLIDATING BALANCE SHEET DECEMBER 31, 2001 (MILLIONS OF DOLLARS) SOUTH CAROLINA ELECTRIC & GAS SOUTH CAROLINA COMPANY ELECTRIC & GAS SCE&G ASSETS CONSOLIDATED COMPANY TRUST 1 ELIMINATIONS UTILITY PLANT, NET OF ACCUMULATED DEPRECIATION $3,845 $3,845 $- $- OTHER PROPERTY AND INVESTMENTS, NET OF ACCUMULATED DEPRECIATION 24 26 51 (53) CURRENT ASSETS: CASH AND TEMPORARY CASH INVESTMENTS 78 78 - - OTHER CURRENT ASSETS 274 274 - - TOTAL CURRENT ASSETS 352 352 - - DEFERRED DEBITS 647 647 - - TOTAL $4,868 $4,870 $51 $(53) SOUTH CAROLINA ELECTRIC & GAS SOUTH CAROLINA COMPANY ELECTRIC & GAS SCE&G CAPITALIZATION & LIABILITIES CONSOLIDATED COMPANY TRUST 1 ELIMINATIONS STOCKHOLDERS' INVESTMENT: COMMON EQUITY $1,750 $1,750 $1 $(1) PREFERRED STOCK (NOT SUBJECT TO PURCHASE OR SINKING FUNDS) 106 106 - - TOTAL STOCKHOLDERS' INVESTMENT 1,856 1,856 1 (1) PREFERRED STOCK (SUBJECT TO PURCHASE OR SINKING FUNDS) 10 10 - - TRUST-PREFERRED SECURITIES 50 - 50 - LONG-TERM DEBT, NET 1,412 1,464 - (52) TOTAL CAPITALIZATION 3,328 3,330 51 (53) CURRENT LIABILITIES 463 463 - - DEFERRED CREDITS 1,077 1,077 - - TOTAL $4,868 $4,870 $51 $(53) PUBLIC SERVICE COMPANY OF NORTH CAROLINA, INCORPORATED CONDENSED CONSOLIDATING BALANCE SHEET DECEMBER 31, 2001 (MILLIONS OF DOLLARS) PUBLIC SERVICE PUBLIC SERVICE COMPANY OF COMPANY OF NORTH NORTH CAROLINA, CAROLINA, INCORPORATED INCORPORATED 10-K CONSOLIDATED RECLASSIFICATIONS ASSETS UTILITY PLANT, NET OF ACCUMULATED DEPRECIATION $1,006 $1,006 $- OTHER PROPERTY AND INVESTMENTS, NET OF ACCUMULATED DEPRECIATION 29 29 - CURRENT ASSETS: CASH AND TEMPORARY CASH INVESTMENTS 20 18 2 OTHER CURRENT ASSETS 137 139 (2) TOTAL CURRENT ASSETS 157 157 - DEFERRED DEBITS 29 29 - TOTAL $1,221 $1,221 $- PUBLIC SERVICE PUBLIC SERVICE COMPANY OF COMPANY OF NORTH NORTH CAROLINA, CAROLINA, INCORPORATED INCORPORATED 10-K CONSOLIDATED RECLASSIFICATIONS CAPITALIZATION & LIABILITIES STOCKHOLDERS' INVESTMENT: COMMON EQUITY $715 $715 $- PREFERRED STOCK (NOT SUBJECT TO PURCHASE OR SINKING FUNDS) TOTAL STOCKHOLDERS' INVESTMENT 715 715 - PREFERRED STOCK (SUBJECT TO PURCHASE OR SINKING FUNDS) TRUST-PREFERRED SECURITIES LONG-TERM DEBT, NET 290 290 - TOTAL CAPITALIZATION 1,005 1,005 - CURRENT LIABILITIES 86 86 - DEFERRED CREDITS 130 130 - TOTAL $1,221 $1,221 $- PUBLIC SERVICE COMPANY OF NORTH CAROLINA, INCORPORATED CONDENSED CONSOLIDATING BALANCE SHEET DECEMBER 31, 2001 (MILLIONS OF DOLLARS) PUBLIC SERVICE COMPANY OF PUBLIC SERVICE NORTH COMPANY OF CAROLINA, NORTH INCORPORATED CAROLINA, BLUE CONSOLIDATED INCORPORATED RIDGE ASSETS UTILITY PLANT, NET OF ACCUMULATED DEPRECIATION $1,006 $1,006 $- OTHER PROPERTY AND INVESTMENTS, NET OF ACCUMULATED DEPRECIATION 29 25 9 CURRENT ASSETS: CASH AND TEMPORARY CASH INVESTMENTS 18 18 - OTHER CURRENT ASSETS 139 139 - TOTAL CURRENT ASSETS 157 157 - DEFERRED DEBITS 29 29 - TOTAL $1,221 $1,217 $9 PUBLIC SERVICE COMPANY OF PUBLIC SERVICE NORTH COMPANY OF CAROLINA, NORTH INCORPORATED CAROLINA, BLUE CONSOLIDATED INCORPORATED RIDGE CAPITALIZATION & LIABILITIES STOCKHOLDERS' INVESTMENT: COMMON EQUITY $715 $715 $3 PREFERRED STOCK (NOT SUBJECT TO PURCHASE OR SINKING FUNDS) - - - TOTAL STOCKHOLDERS' INVESTMENT 715 715 3 PREFERRED STOCK (SUBJECT TO PURCHASE OR SINKING FUNDS) - - - TRUST-PREFERRED SECURITIES - - - LONG-TERM DEBT, NET 290 290 TOTAL CAPITALIZATION 1,005 1,005 3 CURRENT LIABILITIES 86 82 6 DEFERRED CREDITS 130 130 - TOTAL $1,221 $1,217 $9 PUBLIC SERVICE COMPANY OF NORTH CAROLINA, INCORPORATED CONDENSED CONSOLIDATING BALANCE SHEET DECEMBER 31, 2001 (MILLIONS OF DOLLARS) CLEAN PSNC ENERGY CARDINAL ELIMINATIONS ASSETS UTILITY PLANT, NET OF ACCUMULATED DEPRECIATION $- $- $- OTHER PROPERTY AND INVESTMENTS, NET OF ACCUMULATED DEPRECIATION - 20 (25) CURRENT ASSETS: CASH AND TEMPORARY CASH INVESTMENTS - - - OTHER CURRENT ASSETS - - - TOTAL CURRENT ASSETS - - - DEFERRED DEBITS - - - TOTAL $- $20 $(25) CLEAN PSNC ENERGY CARDINAL ELIMINATIONS CAPITALIZATION & LIABILITIES STOCKHOLDERS' INVESTMENT: COMMON EQUITY $7 $5 $(15) PREFERRED STOCK (NOT SUBJECT TO PURCHASE OR SINKING FUNDS) - - - TOTAL STOCKHOLDERS' INVESTMENT 7 5 (15) PREFERRED STOCK (SUBJECT TO PURCHASE OR SINKING FUNDS) - - - TRUST-PREFERRED SECURITIES - - - LONG-TERM DEBT, NET - TOTAL CAPITALIZATION 7 5 (15) CURRENT LIABILITIES (7) 15 (10) DEFERRED CREDITS - - - TOTAL $- $20 $(25) SCANA ENERGY MARKETING, INC. CONDENSED CONSOLIDATING BALANCE SHEET FOR THE YEAR ENDED DECEMBER 31, 2001 (MILLIONS OF DOLLARS) SCANA ENERGY SCANA SCANA MARKETING, ENERGY PSNC ENERGY INC. MARKETING, PRODUCTION TRADING, CONSOLIDATED INC. CORPORATION LLC ELIMINATIONS ASSETS: UTILITY PLANT, NET OF ACCUMULATED DEPRECIATION OTHER PROPERTY AND INVESTMENTS, NET OF ACCUMULATED DEPRECIATION 9 12 1 - (4) CURRENT ASSETS: CASH AND TEMPORARY CASH INVESTMENTS 35 14 21 - - OTHER CURRENT ASSETS 137 130 7 2 (2) TOTAL CURRENT ASSETS 172 144 28 2 (2) DEFERRED DEBITS 4 4 - - - TOTAL 185 160 29 2 (6) CAPITALIZATION & LIABILITIES STOCKHOLDERS' INVESTMENT: COMMUNITY EQUITY (25) (27) 6 - (4) PREFERRED STOCK (NOT SUBJECT TO PURCHASE OR SINKING FUNDS) TOTAL STOCKHOLDERS' INVESTMENT (25) (27) 6 - (4) PREFERRED STOCK (SUBJECT TO PURCHASE OR SINKING FUNDS TRUST PREFERRED SECURITIES LONG-TERM DEBT, NET TOTAL CAPITALIZATION (25) (27) 6 - (4) CURRENT LIABILITIES 223 201 22 2 (2) DEFERRED CREDITS (13) (14) 1 - - TOTAL 185 160 29 2 (6) SCANA CORPORATION CONDENSED CONSOLIDATING STATEMENT OF INCOME AND RETAINED EARNINGS FOR THE YEAR ENDED DECEMBER 31, 2001 (MILLIONS OF DOLLARS) SOUTH CAROLINA SCANA ELECTRIC & GAS SOUTH CAROLINA SOUTH CAROLINA CORPORATION COMPANY GENERATING FUEL CONSOLIDATED CONSOLIDATED COMPANY, INC. COMPANY, INC. OPERATING REVENUES $3,541 $1,715 $96 $212 OPERATING EXPENSES: OPERATING EXPENSES 2,699 1,124 74 209 DEPRECIATION AND AMORTIZATION 224 163 8 - TOTAL OPERATING EXPENSES 2,923 1,287 82 209 OPERATING INCOME 528 428 14 3 OTHER INCOME 550 30 - - INCOME BEFORE INTEREST CHARGES, INCOME TAXES AND PREFERRED STOCK DIVIDENDS 1,078 458 14 3 INTEREST CHARGES, NET 223 109 6 3 INCOME BEFORE INCOME TAXES AND MANDATORILY REDEEMABLE PREFERRED SECURITIES 855 349 8 - INCOME TAXES 305 123 3 - INCOME BEFORE MANDATORILY REDEEMABLE PREFERRED SECURITIES 550 226 5 - PREFERRED DIVIDEND REQUIREMENT OF COMPANY --OBLIGATED MANDATORILY REDEEMABLE PREFERRED SECURITIES 4 4 - - PREFERRED STOCK CASH DIVIDENDS (7) (7) - - NET INCOME $539 $215 $5 $- RETAINED EARNINGS (ACCUMULATED DEFICIT) AT BEGINNING OF YEAR $850 $649 $20 $- COMMON STOCK CASH DIVIDENDS DECLARED (125) (155) (4) - OTHER - - - - RETAINED EARNINGS (ACCUMULATED DEFICIT) AT END OF YEAR 1,264 709 21 $- EARNINGS AVAILABLE FOR COMMON STOCK 539 - - - WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING 104.729 - - - EARNINGS PER SHARE OF COMMON STOCK 5.15 - - - SCANA CORPORATION CONDENSED CONSOLIDATING STATEMENT OF INCOME AND RETAINED EARNINGS FOR THE YEAR ENDED DECEMBER 31, 2001 (MILLIONS OF DOLLARS) SOUTH CAROLINA SCG SCANA SCANA PIPELINE CORP. PIPELINE, DEVELOPMENT COMMUNICATIONS, PRIMESOUTH, INC. CONSOLIDATED INC. CORPORATION INC. CONSOLIDATED OPERATING REVENUES $478 $- $- $- $- OPERATING EXPENSES: OPERATING EXPENSES 455 - - - - DEPRECIATION AND AMORTIZATION 7 - - - - TOTAL OPERATING EXPENSES 462 - - - - OPERATING INCOME 16 - - - - OTHER INCOME 1 - - 514 3 INCOME BEFORE INTEREST CHARGES, INCOME TAXES AND PREFERRED STOCK DIVIDENDS 17 - - 514 3 INTEREST CHARGES, NET 6 - - 24 1 INCOME BEFORE INCOME TAXES AND MANDATORILY REDEEMABLE PREFERRED SECURITIES 11 - - 490 2 INCOME TAXES 5 - - 171 - INCOME BEFORE MANDATORILY REDEEMABLE PREFERRED SECURITIES 6 - - 319 2 PREFERRED DIVIDEND REQUIREMENT OF COMPANY --OBLIGATED MANDATORILY REDEEMABLE PREFERRED SECURITIES - - - - - PREFERRED STOCK CASH DIVIDENDS - - - - - NET INCOME $6 - $- $319 $2 RETAINED EARNINGS (ACCUMULATED DEFICIT) AT BEGINNING OF YEAR $54 - $(1) $9 $(8) COMMON STOCK CASH DIVIDENDS DECLARED (5) - - - - OTHER - - - - - RETAINED EARNINGS (ACCUMULATED DEFICIT) AT END OF YEAR 55 - (1) 328 (6) SCANA CORPORATION CONDENSED CONSOLIDATING STATEMENT OF INCOME AND RETAINED EARNINGS FOR THE YEAR ENDED DECEMBER 31, 2001 (MILLIONS OF DOLLARS) SCANA SCANA ENERGY SCANA PETROLEUM SCANA PROPANE MARKETING INC. RESOURCES RESOURCES, INC. GAS, INC. OPERATING REVENUES $1,067 $- $- $- OPERATING EXPENSES: OPERATING EXPENSES 1,043 - - - DEPRECIATION AND AMORTIZATION 2 - - - TOTAL OPERATING EXPENSES 1,045 - - - OPERATING INCOME 22 - - - OTHER INCOME 3 (8) - - INCOME BEFORE INTEREST CHARGES, INCOME TAXES AND PREFERRED STOCK DIVIDENDS 25 (8) - - INTEREST CHARGES, NET 9 - - - INCOME BEFORE INCOME TAXES AND MANDATORILY REDEEMABLE PREFERRED SECURITIES 16 (8) - - INCOME TAXES 6 (3) - - INCOME BEFORE MANDATORILY REDEEMABLE PREFERRED SECURITIES 10 (5) - - PREFERRED DIVIDEND REQUIREMENT OF COMPANY --OBLIGATED MANDATORILY REDEEMABLE PREFERRED SECURITIES - - - - PREFERRED STOCK CASH DIVIDENDS - - - - NET INCOME $10 $(5) $- $- RETAINED EARNINGS (ACCUMULATED DEFICIT) AT BEGINNING OF YEAR $(69) $(3) $(94) $(11) COMMON STOCK CASH DIVIDENDS DECLARED - - - - OTHER - 3 - - RETAINED EARNINGS (ACCUMULATED DEFICIT) AT END OF YEAR (59) (5) (94) (11) SCANA CORPORATION CONDENSED CONSOLIDATING STATEMENT OF INCOME AND RETAINED EARNINGS FOR THE YEAR ENDED DECEMBER 31, 2001 (MILLIONS OF DOLLARS) SCANA PROPANE SCANA SCANA SERVICECARE, INC. STORAGE, INC. CORPORATION SERVICES, INC. OPERATING REVENUES $- $- $- $263 OPERATING EXPENSES: OPERATING EXPENSES - - - 256 DEPRECIATION AND AMORTIZATION TOTAL OPERATING EXPENSES - - - 258 OPERATING INCOME - - - 5 OTHER INCOME 9 - 604 (3) INCOME BEFORE INTEREST CHARGES, INCOME TAXES AND PREFERRED STOCK DIVIDENDS 9 - 604 2 INTEREST CHARGES, NET - - 87 2 INCOME BEFORE INCOME TAXES AND MANDATORILY REDEEMABLE PREFERRED SECURITIES 9 - 517 - INCOME TAXES 4 - (22) - INCOME BEFORE MANDATORILY REDEEMABLE PREFERRED SECURITIES 5 - 539 - PREFERRED DIVIDEND REQUIREMENT OF COMPANY --OBLIGATED MANDATORILY REDEEMABLE PREFERRED SECURITIES - - - - PREFERRED STOCK CASH DIVIDENDS - - - - NET INCOME $5 $- $539 $- RETAINED EARNINGS (ACCUMULATED DEFICIT) AT BEGINNING OF YEAR $(10) $- $850 $- COMMON STOCK CASH DIVIDENDS DECLARED - - (125) - OTHER - - - - RETAINED EARNINGS (ACCUMULATED DEFICIT) AT END OF YEAR (5) - 1,264 - SCANA CORPORATION CONDENSED CONSOLIDATING STATEMENT OF INCOME AND RETAINED EARNINGS FOR THE YEAR ENDED DECEMBER 31, 2001 (MILLIONS OF DOLLARS) PUBLIC SERVICE COMPANY OF NORTH CAROLINA, INCORPORATED ELIMINATIONS OPERATING REVENUES $453 $833 OPERATING EXPENSES: OPERATING EXPENSES 361 (823) DEPRECIATION AND AMORTIZATION 43 (1) TOTAL OPERATING EXPENSES 404 (824) OPERATING INCOME 49 (9) OTHER INCOME 6 (609) INCOME BEFORE INTEREST CHARGES, INCOME TAXES AND PREFERRED STOCK DIVIDENDS 55 (618) INTEREST CHARGES, NET 22 (46) INCOME BEFORE INCOME TAXES AND MANDATORILY REDEEMABLE PREFERRED SECURITIES 33 (572) INCOME TAXES 18 - INCOME BEFORE MANDATORILY REDEEMABLE PREFERRED SECURITIES 15 (572) PREFERRED DIVIDEND REQUIREMENT OF COMPANY --OBLIGATED MANDATORILY REDEEMABLE PREFERRED SECURITIES - - PREFERRED STOCK CASH DIVIDENDS - - NET INCOME $15 $(572) RETAINED EARNINGS (ACCUMULATED DEFICIT) AT BEGINNING OF YEAR $9 $(545) COMMON STOCK CASH DIVIDENDS DECLARED (15) 179 OTHER - (3) RETAINED EARNINGS (ACCUMULATED DEFICIT) AT END OF YEAR $9 $(941) SOUTH CAROLINA ELECTRIC & GAS COMPANY CONDENSED CONSOLIDATING STATEMENT OF INCOME AND RETAINED EARNINGS FOR THE YEAR ENDED DECEMBER 31, 2001 (MILLIONS OF DOLLARS) SOUTH CAROLINA SOUTH CAROLINA ELECTRIC & GAS ELECTRIC & GAS SOUTH CAROLINA COMPANY COMPANY FUEL 10-K CONSOLIDATED COMPANY, INC. ELIMINATIONS OPERATING REVENUES $1,715 $1,715 $212 $(212) OPERATING EXPENSES: OPERATING EXPENSES 1,124 1,124 208 (208) DEPRECIATION AND AMORTIZATION 163 163 TOTAL OPERATING EXPENSES 1,287 1,287 208 (208) OPERATING INCOME 428 428 3 (3) OTHER INCOME 30 30 - - INCOME BEFORE INTEREST CHARGES, INCOME TAXES AND PREFERRED STOCK DIVIDENDS 458 458 3 (3) INTEREST CHARGES, NET 109 109 3 (3) INCOME BEFORE INCOME TAXES AND MANDATORILY REDEEMABLE PREFERRED SECURITIES 349 349 - - INCOME TAXES 123 123 - - INCOME BEFORE MANDATORILY REDEEMABLE PREFERRED SECURITIES 226 226 - - PREFERRED DIVIDEND REQUIREMENT OF COMPANY --OBLIGATED MANDATORILY REDEEMABLE PREFERRED SECURITIES 4 4 - - PREFERRED STOCK CASH DIVIDENDS 7 7 - - NET INCOME 215 215 $- $- RETAINED EARNINGS AT BEGINNING OF YEAR $649 $649 - - COMMON STOCK CASH DIVIDENDS DECLARED (155) (155) - - OTHER - - - - RETAINED EARNINGS AT END OF YEAR 709 709 $- $- SOUTH CAROLINA ELECTRIC & GAS COMPANY CONDENSED CONSOLIDATING STATEMENT OF INCOME AND RETAINED EARNINGS FOR THE YEAR ENDED DECEMBER 31, 2001 (MILLIONS OF DOLLARS) SOUTH CAROLINA ELECTRIC & GAS SOUTH CAROLINA COMPANY ELECTRIC & GAS SCE&G CONSOLIDATED COMPANY TRUST 1 ELIMINATIONS OPERATING REVENUES $1,715 $1,715 $- $- OPERATING EXPENSES: OPERATING EXPENSES 1,124 1,124 - - DEPRECIATION AND AMORTIZATION 163 163 - - TOTAL OPERATING EXPENSES 1,287 1,287 - - OPERATING INCOME 428 428 - - OTHER INCOME 30 31 4 (5) INCOME BEFORE INTEREST CHARGES, INCOME TAXES AND PREFERRED STOCK DIVIDENDS 458 459 4 (5) INTEREST CHARGES, NET 109 114 - (5) INCOME BEFORE INCOME TAXES AND MANDATORILY REDEEMABLE PREFERRED SECURITIES 349 345 4 - INCOME TAXES 123 123 - - INCOME BEFORE MANDATORILY REDEEMABLE PREFERRED SECURITIES 226 222 4 - PREFERRED DIVIDEND REQUIREMENT OF COMPANY --OBLIGATED MANDATORILY REDEEMABLE PREFERRED SECURITIES 4 - 4 - PREFERRED STOCK CASH DIVIDENDS 7 7 - - NET INCOME $215 $215 $- - RETAINED EARNINGS AT BEGINNING OF YEAR $649 - $- - COMMON STOCK CASH DIVIDENDS DECLARED (155) - - - OTHER - - - - RETAINED EARNINGS AT END OF YEAR 709 - $- $- PUBLIC SERVICE COMPANY OF NORTH CAROLINA, INCORPORATED CONDENSED CONSOLIDATING STATEMENT OF INCOME AND RETAINED EARNINGS FOR THE YEAR ENDED DECEMBER 31, 2001 (MILLIONS OF DOLLARS) 10-K PUBLIC SERVICE COMPANY OF PUBLIC SERVICE NORTH COMPANY OF CAROLINA, NORTH INCORPORATED CAROLINA, BLUE PSNC CONSOLIDATED INCORPORATED RIDGE PRODUCTION OPERATING REVENUES $453 $453 $- $- OPERATING EXPENSES: OPERATING EXPENSES 361 361 - - DEPRECIATION AND AMORTIZATION 43 43 - - TOTAL OPERATING EXPENSES 404 404 - - OPERATING INCOME 49 49 - - OTHER INCOME 6 1 2 - INCOME BEFORE INTEREST CHARGES AND INCOME TAXES 55 50 2 - INTEREST CHARGES, NET 22 22 - - INCOME BEFORE INCOME TAXES 33 28 2 - INCOME TAXES 18 16 1 - NET INCOME $15 $12 $1 $- RETAINED EARNINGS (ACCUMULATED DEFICIT) AT BEGINNING OF YEAR $9 $9 $2 $6 COMMON STOCK CASH DIVIDENDS DECLARED (15) (15) - - OTHER - - - (6) RETAINED EARNINGS (ACCUMULATED DEFICIT) AT END OF YEAR $9 9 3 - PUBLIC SERVICE COMPANY OF NORTH CAROLINA, INCORPORATED CONDENSED CONSOLIDATING STATEMENT OF INCOME AND RETAINED EARNINGS FOR THE YEAR ENDED DECEMBER 31, 2001 (MILLIONS OF DOLLARS) SONAT CLEAN PSNC PUBLIC SERVICE ENERGY CARDINAL ELIMINATIONS OPERATING REVENUES $- $- $- $- OPERATING EXPENSES: OPERATING EXPENSES - - - - DEPRECIATION AND AMORTIZATION - - - - TOTAL OPERATING EXPENSES - - - - OPERATING INCOME - - - - OTHER INCOME - - 3 - INCOME BEFORE INTEREST CHARGES AND INCOME TAXES - - 3 - INTEREST CHARGES, NET - - - - INCOME BEFORE INCOME TAXES - - 3 - INCOME TAXES - - 1 - NET INCOME $- $- $2 $- RETAINED EARNINGS (ACCUMULATED DEFICIT) AT BEGINNING OF YEAR $8 $7 $3 $3 COMMON STOCK CASH DIVIDENDS DECLARED - - - (26) OTHER (8) - - 14 RETAINED EARNINGS (ACCUMULATED DEFICIT) AT END OF YEAR $- $7 $5 $(15) SCANA ENERGY MARKETING, INC. CONDENSED CONSOLIDATING STATEMENT OF INCOME AND RETAINED EARNINGS FOR THE YEAR ENDED DECEMBER 31, 2001 (MILLIONS OF DOLLARS) SCANA ENERGY SCANA SCANA MARKETING, ENERGY PSNC ENERGY INC. MARKETING, PRODUCTION TRADING, CONSOLIDATED INC. CORPORATION LLC ELIMINATIONS OPERATING REVENUES 1,067 810 150 107 - OPERATING EXPENSES: OPERATING EXPENSES 1,043 795 147 101 - DEPRECIATION AND AMORTIZATION 2 2 - - - TOTAL OPERATING EXPENSES 1,045 797 147 101 - OPERATING INCOME 22 13 3 6 - OTHER INCOME 3 2 - 1 - INCOME BEFORE INTEREST CHARGES AND INCOME TAXES 25 15 3 7 - INTEREST CHARGES, NET 9 9 - - - INCOME BEFORE INCOME TAXES 16 6 3 7 - INCOME TAXES 6 2 1 3 - NET INCOME 10 4 2 4 - RETAINED EARNINGS (ACCUMULATED DEFICIT) AT BEGINNING OF YEAR (69) (69) 4 (4) - COMMON STOCK CASH DIVIDENDS DECLARED - - - - - OTHER - - - - - RETAINED EARNINGS (ACCUMULATED DEFICIT) AT END OF YEAR (59) (65) 6 - - SCANA CORPORATION CONSOLIDATING STATEMENT OF CASH FLOWS For the Year Ended December 31, 2001 SOUTH PUBLIC SERVICE SCANA CAROLINA COMPANY OF CORPORATION ELECTRIC & GAS NORTH CAROLINA, UNCONSOLIDATED COMPANY INCORPORATED (Millions of dollars) Cash Flows From Operating Activities: Net income $539 $222 $15 Adjustments to reconcile net income to net cash provided from operating activities: Depreciation and amortization - 165 50 Amortization of nuclear fuel - 16 - Gain on sale of assets and investments (570) (4) 3 Impairment of investments 15 - - Hedging activities - - - Allowance for funds used during construction - (22) - Over (under) collection, fuel adjustment clause - (3) 23 Changes in certain assets and liabilities: (Increase) decrease in receivables (6) 71 54 (Increase) decrease in pension asset - (43) - (Increase) decrease in other regulatory assets - 1 1 (Increase) decrease inventories - (13) (15) Increase (decrease) in deferred income taxes, net (68) 27 3 Increase (decrease) in postretirement benefits - 9 - Increase (decrease) in other regulatory liabilities - 22 - Increase (decrease) in accounts payable - 16 (68) Increase (decrease) in taxes accrued - 29 - Other, net (5) (32) 14 -------------------------------------------------------------- ----------- ------------------ --------------------- Net Cash Provided From Operating Activities (95) 461 80 -------------------------------------------------------------- ----------- ------------------ --------------------- Cash Flows From Investing Activities: Utility property additions and construction expenditures, net of AFC - (427) (75) Purchase of nonutility property - (2) - Proceeds from sale of assets - 3 1 (Increase) decrease in investments 82 (7) - (Increase) decrease in affiliate receivables (168) 33 3 Dividend payments - common stock of subsidiaries 187 (157) (18) -------------------------------------------------------------- ----------- ------------------ --------------------- Net Cash Used For Investing Activities 101 (557) (89) -------------------------------------------------------------- ----------- ------------------ --------------------- Cash Flows From Financing Activities: Proceeds: Issuance of First Mortgage Bonds - 149 - Issuance of bank notes and loans 500 - 148 Swap settlement 6 - - Repayment and repurchases: Bank notes and loans (300) (5) (4) Dividend payments: Common Stock (123) - - Preferred stock - (7) - Short-term borrowings, net (85) (23) (125) -------------------------------------------------------------- ----------- ------------------ --------------------- Net Cash Provided From (Used For) Financing Activities (2) 114 19 -------------------------------------------------------------- ----------- ------------------ --------------------- Net Increase (Decrease) in Cash and Temporary Cash Investments 4 18 10 Cash and Temporary Cash Investments, January 1 54 60 8 -------------------------------------------------------------- ----------- ------------------ --------------------- Cash and Temporary Cash Investments, December 31 $58 $78 $18 ============================================================== =========== ================== ===================== SCANA CORPORATION CONSOLIDATING STATEMENT OF CASH FLOWS For the Year Ended December 31, 2001 ALL OTHERS SCANA SCANA SERVICES, AND CORPORATION INC. ELIMINATIONS CONSOLIDATED (Millions of dollars) Cash Flows From Operating Activities: Net income $- $(237) $539 Adjustments to reconcile net income to net cash provided from operating activities: Depreciation and amortization 2 19 236 Amortization of nuclear fuel - - 16 Gain on sale of assets and investments - 13 (558) Impairment of investments - 47 62 Hedging activities - (65) (65) Allowance for funds used during construction - (4) (26) Over (under) collection, fuel adjustment clause - - 20 Changes in certain assets and liabilities: (Increase) decrease in receivables (11) 154 262 (Increase) decrease in pension asset - - (43) (Increase) decrease in other regulatory assets - (5) (3) (Increase) decrease inventories - (25) (53) Increase (decrease) in deferred income taxes, net 2 225 189 Increase (decrease) in postretirement benefits - - 9 Increase (decrease) in other regulatory liabilities - - 22 Increase (decrease) in accounts payable 10 (77) (119) Increase (decrease) in taxes accrued - (1) 28 Other, net 3 - (20) ------------------------------------------------------------- ------------- ---------------- ------------------ Net Cash Provided From Operating Activities 6 44 496 ------------------------------------------------------------- ------------- ---------------- ------------------ Cash Flows From Investing Activities: Utility property additions and construction expenditures, net of AFC - (21) (523) Purchase of nonutility property (7) (16) (25) Proceeds from sale of assets - 24 28 (Increase) decrease in investments - (121) (46) (Increase) decrease in affiliate receivables - 132 - Dividend payments - common stock of subsidiaries - (12) - ------------------------------------------------------------- ------------- ---------------- ------------------ Net Cash Used For Investing Activities (7) (14) (566) ------------------------------------------------------------- ------------- ---------------- ------------------ Cash Flows From Financing Activities: Proceeds: Issuance of First Mortgage Bonds - - 149 Issuance of bank notes and loans - - 648 Swap settlement - - 6 Repayment and repurchases: - - - Bank notes and loans (1) (7) (317) Dividend payments: Common Stock - - (123) Preferred stock - - (7) Short-term borrowings, net - - (233) ------------------------------------------------------------- ------------- ---------------- ------------------ Net Cash Provided From (Used For) Financing Activities (1) (7) 123 ------------------------------------------------------------- ------------- ---------------- ------------------ Net Increase (Decrease) in Cash and Temporary Cash Investments (2) 23 53 Cash and Temporary Cash Investments, January 1 9 28 159 ------------------------------------------------------------- ------------- ---------------- ------------------ Cash and Temporary Cash Investments, December 31 $7 $51 $212 ============================================================= ============= ================ ================== SIGNATURE Each undersigned system company has duly caused this annual report to be signed on its behalf by the undersigned thereunto duly authorized pursuant to the requirements of the Public Utility Holding Company Act of 1935. The signature of each undersigned company shall be deemed to related only to matters having reference to such company or its subsidiaries. SCANA CORPORATION s/Mark R. Cannon By: Mark R. Cannon, Controller ------------------------------------------------ Date: April 29, 2002 ------------------------------ EXHIBIT A Annual Report pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 for the fiscal year ended December 31, 2001 for SCANA Corporation (filed March 27, 2002 as Form 10-K and incorporated by reference herein). Annual Report pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 for the fiscal year ended December 31, 2001 for South Carolina Electric & Gas Company (filed March 27, 2002 as Form 10-K and incorporated by reference herein). Annual Report pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 for the fiscal year ended December 31, 2001 for Public Service Company of North Carolina, Incorporated (filed March 27, 2002 as Form 10-K and incorporated by reference herein) EXHIBIT B B-1 Restated Articles of Incorporation of SCANA as adopted on April 26, 1989 (Filed as Exhibit 3-A to Registration Statement No. 33-49145 and incorporated by reference herein) B-2 Articles of Amendment of SCANA, dated April 27, 1995 (Filed as Exhibit 4-B to Registration Statement No. 33-62421 and incorporated by reference herein) B-3 By-Laws of SCANA as revised and amended on December 13, 2000 (Filed as Exhibit 3.22 to Form 10-K for the year ended December 31, 2000 and incorporated by reference herein) B-4 Restated Articles of Incorporation of SCE&G, as adopted on December 15, 1993 (Filed as Exhibit 3.01 to Registration Statement No. 333-86387 and incorporated by reference herein) B-5 Articles of Amendment of SCE&G, dated June 7, 1994 and filed June 9, 1994 (Filed as Exhibit 3.02 to Registration Statement No. 333-86387 and incorporated by reference herein) B-6 Articles of Amendment of SCE&G, dated November 9, 1994 (Filed as Exhibit 3.03 to Registration Statement No. 333-86387 and incorporated by reference herein) B-7 Articles of Amendment of SCE&G, dated December 9, 1994 (Filed as Exhibit 3.04 to Registration Statement No. 333-86387 and incorporated by reference herein) B-8 Articles of Correction of SCE&G, dated January 17, 1995 (Filed as Exhibit 3.05 to Registration Statement No. 333-86387 and incorporated by reference herein) B-9 Articles of Amendment of SCE&G, dated January 13, 1995 (Filed as Exhibit 3.06 to Registration Statement No. 333-86387 and incorporated by reference herein) B-10 Articles of Amendment of SCE&G, dated March 30, 1995 (Filed as Exhibit 3.07 to Registration Statement No. 333-86387 and incorporated by reference herein) B-11 Articles of Correction of SCE&G - Amendment to Statement filed March 30, 1995, dated December 13, 1995 (Filed as Exhibit 3.08 to Registration Statement No. 333-86387 and incorporated by reference herein) B-12 Articles of Amendment of SCE&G, dated December 13, 1995 (Filed as Exhibit 3.09 to Registration Statement No. 333-86387 and incorporated by reference herein) B-13 Articles of Amendment of SCE&G, dated February 18, 1997 (Filed as Exhibit 3-L to Registration Statement No. 333-24919 and incorporated by reference herein) B-14 Articles of Amendment of SCE&G, dated February 21, 1997 (Filed as Exhibit 3.11 to Registration Statement No. 333-86387 and incorporated by reference herein) B-15 Articles of Amendment of SCE&G, dated April 22, 1997 (Filed as Exhibit 3.12 to Registration Statement No. 333-86387 and incorporated by reference herein) B-16 Articles of Amendment of SCE&G, dated April 9, 1998 (Filed as Exhibit 3.13 to Registration Statement No. 333-86387 and incorporated by reference herein) B-17 Articles of Amendment of SCE&G, dated May 19, 1999 (Filed as Exhibit 3.01 to Registration Statement No. 333-49960 and incorporated by reference herein) B-18 Articles of Amendment of SCE&G, dated August 13, 1999 (Filed as Exhibit 3.02 to Registration Statement No. 333-49960 and incorporated by reference herein) B-19 Articles of Amendment of SCE&G, dated March 1, 2000 (Filed as Exhibit 3.03 to Registration Statement No. 333-49960 and incorporated by reference herein) B-20 By-Laws of SCE&G as amended and adopted on February 22, 2001 (Filed as Exhibit 3.23 to Form 10-K for the year ended December 31, 2000 and incorporated by reference herein) B-21 Articles of Incorporation of PSNC (formerly New Sub II, Inc.) dated February 12, 1999 (Filed as Exhibit 3.01 to Registration Statement No. 333-45206 and incorporated by reference herein) B-22 Articles of Amendment of PSNC (formerly New Sub II, Inc.) as adopted on February 10, 2000 (Filed as Exhibit 3.02 to Registration Statement No. 333-45206 and incorporated by reference herein) B-23 Articles of Correction of PSNC dated February 11, 2000 (Filed as Exhibit 3.03 to Registration Statement No. 333-45206 and incorporated by reference herein) B-24 By-Laws of PSNC as revised and amended on February 22, 2001 (Filed as Exhibit 3.24 to Form 10-K for the year ended December 31, 2000 and incorporated by reference herein) B-25 By-Laws of GENCO as amended and restated on February 22, 2001 (Filed as Exhibit B-25 to Form U5S for the year ended December 31, 2000 and incorporated by reference herein) B-26 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-27 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-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 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-30 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-31 By-Laws of PSI 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-32 Articles of Incorporation of Palmark, Inc., as adopted on March 10, 1995 (Filed herewith) B-33 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-34 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-35 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-36 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-37 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-38 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-39 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-40 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-41 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-42 Articles of Incorporation 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-43 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-44 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-45 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-46 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-47 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-48 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) B-49 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-50 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-51 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-52 Articles of Incorporation of PSI, 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-53 Restated Articles of Incorporation of PSI, 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-54 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-55 Articles of Amendment of SCPC, dated November 9, 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-56 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-57 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) B-58 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-59 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-60 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-61 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-62 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) B-63 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-64 By-Laws of PSNC Cardinal Pipeline Company as of December 1, 1995 (Filed under cover of Form SE as Exhibit B-63 to Form U5S for the year ended December 31, 2000 and incorporated by reference herein) B-65 Articles of Amendment of Clean Energy Enterprises, Inc. (formerly Tar Heel Energy Corporation), dated January 14, 1991 (Filed under cover of Form SE as Exhibit B-64 to Form U5S for the year ended December 31, 2000 and incorporated by reference herein) B-66 Articles of Amendment of Clean Energy Enterprises, Inc., dated December 30, 1994 (Filed under cover of Form SE as Exhibit B-65 to Form U5S for the year ended December 31, 2000 and incorporated by reference herein) B-67 By-Laws of Clean Energy Enterprises, Inc. (formerly Tar Heel Energy Corporation) as amended and restated as of February 1, 1991 (Filed under cover of Form SE as Exhibit B-66 to Form U5S for the year ended December 31, 2000 and incorporated by reference herein) B-68 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-69 By-Laws of PSNC Blue Ridge Corporation as of September 2, 1992 (Filed under cover of Form SE as Exhibit B-68 to Form U5S for the year ended December 31, 2000 and incorporated by reference herein) B-70 Articles of Amendment of SCE&G, dated May 10, 2000 (Filed as Exhibit 3.19 to Form 10-K/A for the year ended December 31, 2000 and incorporated by reference herein) B-71 Articles of Amendment of SCE&G, dated June 12, 2000 (Filed as Exhibit 3.20 to Form 10-K/A for the year ended December 31, 2000 and incorporated by reference herein) B-72 Articles of Amendment of SCE&G, dated August 2, 2000 (Filed as Exhibit 3.21 to Form 10-K/A for the year ended December 31, 2000 and incorporated by reference herein) B-73 Articles of Amendment of SCE&G, dated March 9, 2001 (Filed as Exhibit 3.22 to Form 10-K/A for the year ended December 31, 2000 and incorporated by reference herein) B-74 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-75 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-76 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-77 By-laws of PSNC Production Corporation, dated January 28, 1981 (Filed under cover of Form SE as Exhibit B-76 to Form U5S for the year ended December 31, 2000 and incorporated by reference herein) B-78 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-79 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-80 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-81 Operating Agreement of SCANA Energy Trading, LLC, dated June 1, 1998 (Filed under cover of Form SE as Exhibit B-80 to Form U5S for the year ended December 31, 2000 and incorporated by reference herein) B-82 Limited Liability Company Agreement of Palmetto Lime, LLC, dated August 26, 1996 (Filed under cover of Form SE as Exhibit B-81 to Form U5S for the year ended December 31, 2000 and incorporated by reference herein) B-83 By-laws of Solo Energy Corporation as adopted on January 7, 1997 (Filed under cover of Form SE) B-84 Articles of Organization of FRC, LLC, filed August 30, 1999 (Filed under cover of Form SE) B-85 Articles of Incorporation of SCG Pipeline, Inc., dated April 10, 2001 (Filed under cover of Form SE) B-86 Amended and Restated Certificate of Incorporation of SOLO Energy Corporation, dated February 20, 2001 (Filed under cover of Form SE) B-87 Certificate of Formation of Cogen South LLC, dated February 6, 1996 (Filed under cover of Form SE as Exhibit B-87 to Form U5S for the year ended December 31, 2000 and incorporated by reference herein) B-88 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) 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: Palmetto Lime, LLC; Pine Needle LNG Company, LLC and Cardinal Pipeline Company, LLC. EXHIBIT C C-1 Indenture dated as of November 1, 1989 between SCANA Corporation and The Bank of New York, as Trustee (Filed as Exhibit 4-A to Registration No. 33-32107 and incorporated by reference herein) C-2 Indenture dated as of January 1, 1945, between the South Carolina Power Company and Central Hanover Bank and Trust Company, as Trustee, as supplemented by three Supplemental Indentures dated respectively as of May 1, 1946, May 1, 1947 and July 1, 1949 (Filed as Exhibit 2-B to Registration Statement No. 2-26459 and incorporated by reference herein) C-3 Fourth Supplemental Indenture dated as of April 1, 1950, to Indenture referred to in Exhibit C-2, pursuant to which SCE&G assumed said Indenture (Exhibit 2-C to Registration Statement No. 2-26459 and incorporated by reference herein) C-4 Fifth through Fifty-third Supplemental Indenture referred to in Exhibit C-2 dated as of the dates indicated below and filed as exhibits to the Registration Statements whose file numbers are set forth below and are incorporated by reference herein ----------- December 1, 1950 Exhibit 2-D to Registration No. 2-26459 July 1, 1951 Exhibit 2-E to Registration No. 2-26459 June 1, 1953 Exhibit 2-F to Registration No. 2-26459 June 1, 1955 Exhibit 2-G to Registration No. 2-26459 November 1, 1957 Exhibit 2-H to Registration No. 2-26459 September 1, 1958 Exhibit 2-I to Registration No. 2-26459 September 1, 1960 Exhibit 2-J to Registration No. 2-26459 June 1, 1961 Exhibit 2-K to Registration No. 2-26459 December 1, 1965 Exhibit 2-L to Registration No. 2-26459 June 1, 1966 Exhibit 2-M to Registration No. 2-26459 June 1, 1967 Exhibit 2-N to Registration No. 2-29693 September 1, 1968 Exhibit 4-O to Registration No. 2-31569 June 1, 1969 Exhibit 4-C to Registration No. 33-38580 December 1, 1969 Exhibit 4-O to Registration No. 2-35388 June 1, 1970 Exhibit 4-R to Registration No. 2-37363 March 1, 1971 Exhibit 2-B-17 to Registration No. 2-40324 January 1, 1972 Exhibit 2-B to Registration No. 33-38580 July 1, 1974 Exhibit 2-A-19 to Registration No. 2-51291 May 1, 1975 Exhibit 4-C to Registration No. 33-38580 July 1, 1975 Exhibit 2-B-21 to Registration No. 2-53908 February 1, 1976 Exhibit 2-B-22 to Registration No. 2-55304 December 1, 1976 Exhibit 2-B-23 to Registration No. 2-57936 March 1, 1977 Exhibit 2-B-24 to Registration No. 2-58662 May 1, 1977 Exhibit 4-C to Registration No. 33-38580 February 1, 1978 Exhibit 4-C to Registration No. 33-38580 June 1, 1978 Exhibit 2-A-3 to Registration No. 2-61653 April 1, 1979 Exhibit 4-C to Registration No. 33-38580 June 1, 1979 Exhibit 2-A-3 to Registration No. 33-38580 April 1, 1980 Exhibit 4-C to Registration No. 33-38580 June 1, 1980 Exhibit 4-C to Registration No. 33-38580 ----------- December 1, 1980 Exhibit 4-C to Registration No. 33-38580 April 1, 1981 Exhibit 4-D to Registration No. 33-49421 June 1, 1981 Exhibit 4-D to Registration No. 2-73321 March 1, 1982 Exhibit 4-D to Registration No. 33-49421 April 15, 1982 Exhibit 4-D to Registration No. 33-49421 May 1, 1982 Exhibit 4-D to Registration No. 33-49421 December 1, 1984 Exhibit 4-D to Registration No. 33-49421 December 1, 1985 Exhibit 4-D to Registration No. 33-49421 June 1, 1986 Exhibit 4-D to Registration No. 33-49421 February 1, 1987 Exhibit 4-D to Registration No. 33-49421 September 1, 1987 Exhibit 4-D to Registration No. 33-49421 January 1, 1989 Exhibit 4-D to Registration No. 33-49421 January 1, 1991 Exhibit 4-D to Registration No. 33-49421 February 1, 1991 Exhibit 4-D to Registration No. 33-49421 July 15, 1991 Exhibit 4-D to Registration No. 33-49421 August 15, 1991 Exhibit 4-D to Registration No. 33-49421 April 1, 1993 Exhibit 4-E to Registration No. 33-49421 July 1, 1993 Exhibit 4-D to Registration No. 33-57955 May 1, 1999 Exhibit 4.04 to Registration No. 333-86387 ----------- C-5 Indenture dated as of April 1, 1993 from South Carolina Electric & Gas Company to NationsBank of Georgia, National Association (Filed as Exhibit 4-F to Registration Statement No. 33-49421 and incorporated by reference herein) ----------- C-6 First Supplemental Indenture to Indenture referred to in Exhibit C-5 dated as of June 1, 1993 (Filed as Exhibit 4-G to Registration Statement No. 33-49421 and incorporated by reference herein) ----------- C-7 Second Supplemental Indenture to Indenture referred to in Exhibit C-5 dated as of June 15, 1993 (Filed as Exhibit 4-G to Registration Statement No. 33-57955 and incorporated by reference herein) ----------- C-8 Trust Agreement for SCE&G Trust I (Filed as Exhibit 4.03 to Registration Statement No. 333-49960 and incorporated by reference herein) ----------- C-9 Certificate of Trust of SCE&G Trust I (Filed as Exhibit 4.04 to Registration Statement No. 333-49960 and incorporated by reference herein) ----------- C-10 Junior Subordinated Indenture for SCE&G Trust I (Filed as Exhibit 4.05 to Registration Statement No. 333-49960 and incorporated by reference herein) ----------- C-11 Guarantee Agreement for SCE&G Trust I (Filed as Exhibit 4.06 to Registration Statement No. 333-49960 and incorporated by reference herein) ----------- C-12 Amended and Restated Trust Agreement for SCE&G Trust I (Filed as Exhibit 4.07 to Registration Statement No. 333-49960 and incorporated by reference herein) ----------- C-13 Debenture Purchase Agreement, dated as of December 5, 1989 between PSNC and The Prudential Life Insurance Company of America, as amended, with respect to $43 million of 10% Senior Debentures due December 1, 2004 (Filed as Exhibit 4.05 to Registration Statement No. 333-45206 and incorporated by reference herein) ----------- C-14 Amendment to Debenture Purchase Agreement dated as of December 5, 1989 between PSNC and The Prudential Life Insurance Company of America (Filed as Exhibit 4.06 to Registration Statement No. 333-45206 and incorporated by reference herein) ----------- C-15 Debenture Purchase Agreement dated as of June 25, 1992 between PSNC and American United Life Insurance Company, Modern Woodmen of America, The Travelers Indemnity Company, The Travelers Insurance Company and The Travelers Life and Annuity Company, with respect to $32 million of 8.75% Senior Debentures due June 30, 2012 (Filed as Exhibit 4.07 to Registration Statement No. 333-45206 and incorporated by reference herein) ----------- C-16 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-17 First Supplemental Indenture dated as of January 1, 1996, between PSNC and First Union National Bank of North Carolina, as Trustee (Filed as Exhibit 4.09 to Registration Statement No. 333-45206 and incorporated by reference herein) ----------- C-18 Second Supplemental Indenture dated as of December 15, 1996 between PSNC and First Union National Bank of North Carolina, as Trustee (Filed as Exhibit 4.10 to Registration Statement No. 333-45206 and incorporated by reference herein) ----------- C-19 Third Supplemental Indenture dated as of February 10, 2000 between PSNC and First Union National Bank of North Carolina, as Trustee (Filed as Exhibit 4.11 to Registration Statement No. 333-45206 and incorporated by reference herein) C-20 Fourth Supplemental Indenture dated as of February 12, 2001 between PSNC and First Union National Bank of North Carolina, as Trustee (Filed as Exhibit 4.28 to Form 10-K for the year ended December 31, 2000 and incorporated by reference herein) ----------- EXHIBIT D INTERIM INCOME TAX ALLOCATION AGREEMENT THIS AGREEMENT, made as of the 31st day of December, 1999, by and between SCANA Corporation ("SCANA") and each of its wholly owned subsidiaries, namely SCANA Service Company, South Carolina Electric & Gas Company, South Carolina Pipeline Corporation, South Carolina Fuel Company, Inc., S.C. Generating Company, Inc., SCANA Communications, Inc. and its wholly owned subsidiary SCANA Communications Holdings, Inc. (Holdings being a Delaware corporation), Primesouth, Inc. and its wholly owned subsidiary Palmark, Inc., SCANA Development Corporation, SCANA Energy Marketing, Inc., SCANA Petroleum Resources, Inc. and its wholly owned subsidiary SPR Gas Services, Inc., SCANA Propane Gas, Inc. and its wholly owned subsidiaries USA Cylinder Exchange, Inc. and SCANA Propane Supply, Inc., SCANA Propane Storage, Inc., ServiceCare, Inc., and SCANA Resources, Inc. and its wholly owned subsidiary Company 19A (formerly Instel, Inc.), all of the forementioned corporations hereinafter referred to individually as the "Company" and collectively referred to as the "Companies", each Company being a South Carolina corporation, except SCANA Communications Holdings, Inc. as above indicated, is effective for the Consolidated Tax reflected on the Consolidated Tax Return for calendar year end 1999 and subsequent years. In the event that the merger between SCANA and Public Service Company of North Carolina, Inc.("PSNC") is approved by all required governmental authorities -- which is fully anticipated, the shareholders of both SCANA and PSNC having on July 1st, 1999 approved of said merger -- PSNC will become a wholly owned subsidiary of SCANA and will likewise participate in this Agreement beginning with the first calendar year end Consolidate Tax Return for which it is able. Subject to this condition precedent, PSNC, which although presently a North Carolina corporation will at the conclusion of the merger be incorporated instead in South Carolina, is also a signatory to this Agreement. PSNC shall also be referred to as "Company" in accordance with the preceding paragraph. WITNESSETH: WHEREAS, the Companies file a consolidated federal income tax return and the consolidated federal income tax liability has been allocated among the Companies included in the consolidated return in accordance with the provisions of subparagraph (a)(1) of Section 1552 of the Internal Revenue Code of 1986 and other applicable requirements of Rule 45(c) under the Public Utility Holding Company Act of 1935. WHEREAS, Rule 45(c) sets forth the method by which Companies filing a consolidated federal income tax return (hereinafter referred to as the "consolidated tax return") may use to allocate the consolidated federal income tax liability among the members of the group; however, in order to utilize such method, a written agreement must be executed by the Company setting forth the allocation method for each taxable year. WHEREAS, the Companies desire to allocate their federal income tax liability in accordance with the following procedures; NOW THEREFORE, the Companies do agree as follows: ARTICLE I Definitions 1.1 "Consolidated Tax" is the aggregate tax liability for a tax year, being the tax shown on the consolidated return and any adjustments thereto thereafter determined. The consolidated tax will be the refund if the consolidated return shows a negative tax. 1.2 "Corporate Tax Credit" is a negative separate return tax of a Company for a tax year, equal to the amount by which the consolidated tax is reduced by including a net corporate taxable loss or other net tax benefit of such Company in the consolidated tax return. 1.3 "Corporate Taxable Income" is the income or loss of a Company for a tax year, computed as though such Company had filed a separate return on the same basis as used in the consolidated return, except that dividend income from the Companies shall be disregarded, and other intercompany transactions eliminated in the consolidated return shall be given appropriate effect. It shall further be adjusted to allow for applicable rights accrued to a Company for the recognition of negative corporate taxable income consistent with the provisions of Article II herein, but carryovers and carrybacks shall not be taken into account as loss Companies are to receive current payment of their Corporate Tax Credits. If a Company is a member of the registered system's consolidated tax group for only part of a tax year, that period will be deemed to be its tax year for all purposes for that year under this Agreement. 1.4 "Separate Return Tax" is the tax on the Corporate Taxable Income of a Company computed as though such Company was not a member of a consolidated group. ARTICLE II Tax Allocation Procedures 2.1 The Consolidated Tax shall be apportioned among the Companies in proportion to the Corporate Taxable Income of each member of the affiliated group. Each Company which incurs a tax loss for the year shall be included in the allocation of Consolidated Tax and shall receive a Corporate Tax Credit, the amount of which shall be currently paid to the Company by SCANA increased by any amounts previously assessed by SCANA and remitted by the Company to SCANA for estimated tax payment purposes attributable to the subject taxable year. Companies with a positive allocation of the Consolidated Tax shall currently pay the amount so allocated, decreased by any amounts previously assessed by SCANA and remitted by the Company to SCANA for estimated tax payment purposes attributable to the subject taxable year. Special Rule Regarding SCANA: In making the tax allocations provided for in this Agreement, notwithstanding any of the foregoing, no corporate tax benefits shall be allocated to SCANA. Although the separate corporate taxable income or taxable loss of SCANA and any tax credits attributable to SCANA will be included in the consolidated return, only the tax savings attributable to such items shall be allocated to the other Companies as if SCANA was not a member of the Companies in the consolidated return group. In making this allocation, the tax savings of SCANA shall be allocated only to the other member Companies in the consolidated return group having taxable income. SCANA will remit, from its separate resources, funds for the payment of tax liabilities owed by SCANA. 2.2 SCANA shall pay to the Internal Revenue Service the group's Consolidated Tax liability from the net of the receipts and payments. 2.3 No Company shall be allocated any income tax greater than the Separate Return Tax of such Company 2.4 To the extent that the Consolidated and Corporate Taxable Incomes include material items taxed at rates other than the statutory rate (such as capital gains and preference items), the portion of the Consolidated Tax attributable to these items shall be apportioned directly to the members of the group giving rise to such items. 2.5 Should the Companies generate a net consolidated tax loss for a tax year that is too large to be used in full for that year, with result that there are uncompensated Corporate Tax Credit benefits for that year, the carryover of uncompensated benefits related to the carryforward of tax losses applied to reduce Consolidated Taxable Income in future tax years shall be apportioned in accordance with the respective Companies' contributions to such loss. The tax benefits of any resultant carryback shall be allocated proportionally to the Companies that generated corporate tax losses in the year the consolidated net operating tax loss was generated. Any related loss of credits, including investment tax credit reversals, shall be allocated to the member Company that utilized the credits in the prior year in the same proportion that the credit lost is to the total credit utilized in the prior year. Investment tax credit reversals allocated to a member Company will be added to that Company's available corporate investment tax credit for future allocations. A prior year consolidated net operating tax loss carryforward applied to reduce current year Consolidated Taxable Income shall be allocated proportionally to member Companies that generated a corporate tax loss in the year the consolidated net operating loss was generated. 2.6 Adjustments to or revisions of the Consolidated Tax as a result of subsequent events such as amended returns, revenue agents' reports, litigation or negotiated settlements shall be allocated in accordance with the principles established in this Agreement. ARTICLE III Amendment This Agreement is subject to revision as a result of changes in income tax law and changes in relevant facts and circumstances. IN WITNESS WHEREOF, this Agreement has been executed by an officer of each company as of the day and year first above written by the Companies. ATTEST: SCANA Corporation -------------------------- ----------------------------- L. M. Williams, Secretary . B. Timmerman President and C.E.O ATTEST: SCANA Service Company -------------------------- ------------------------------ L. M. Williams, Secretary W. B. Timmerman, C.E.O and C.O.O. ATTEST: outh Carolina Electric & Gas Company -------------------------- ------------------------------- L. M. Williams, Secretary ohn L. Skolds, President ATTEST: South Carolina Pipeline Corporation -------------------------- ------------------------------- L. M. Williams, Secretary sbury H. Gibbes, President ATTEST: outh Carolina Fuel Company, Inc. -------------------------- ------------------------------ L. M. Williams, Secretary ohn L. Skolds, President ATTEST: outh Carolina Generating Company, Inc. -------------------------- ------------------------------ L. M. Williams, Secretary ohn L. Skolds, President ATTEST: SCANA Communications, Inc. -------------------------- ------------------------------ L. M. Williams, Secretary eorge J. Bullwinkel, Jr., President ATTEST: CANA Communications Holdings, Inc. -------------------------- ------------------------------- L. M. Williams, Secretary evin B. Marsh, C.F.O. ATTEST: rimesouth, Inc. -------------------------- ------------------------------ L. M. Williams, Secretary ohn L. Skolds, President ATTEST: Palmark, Inc. -------------------------- ------------------------------- L. M. Williams, Secretary ohn L. Skolds, President ATTEST: CANA Development Corporation -------------------------- ------------------------------ L. M. Williams, Secretary sbury H. Gibbes, President ATTEST: SCANA Energy Marketing, Inc. -------------------------- ------------------------------ L. M. Williams, Secretary sbury H. Gibbes, President ATTEST: CANA Petroleum Resources, Inc. -------------------------- ---------------------------- L. M. Williams, Secretary sbury H. Gibbes, President ATTEST: PR Gas Services, Inc. -------------------------- ---------------------------- L. M. Williams, Secretary sbury H. Gibbes, President ATTEST: CANA Propane Gas, Inc. -------------------------- ----------------------------- L. M. Williams, Secretary evin B. Marsh, C.F.O. ATTEST: USA Cylinder Exchange, Inc. -------------------------- ------------------------------ L. M. Williams, Secretary Kevin B. Marsh, C.F.O. ATTEST: SCANA Propane Supply, Inc. -------------------------- ------------------------------- L. M. Williams, Secretary Kevin B. Marsh, C.F.O. ATTEST: SCANA Propane Storage, Inc. -------------------------- ------------------------------ L. M. Williams, Secretary Kevin B. Marsh, C.F.O. ATTEST: ServiceCare, Inc. -------------------------- ------------------------------ L. M. Williams, Secretary Ann M. Milligan, President ATTEST: SCANA Resources, Inc. -------------------------- ------------------------------ L. M. Williams, Secretary Kevin B. Marsh, C.F.O. ATTEST: Company 19A -------------------------- ------------------------------- L. M. Williams, Secretary Kevin B. Marsh, C.F.O. ATTEST: Public Service Company of North Carolina, Inc. -------------------------- ------------------------------ L. M. Williams, Secretary C. E. Zeigler, Jr., President EXHIBIT E None EXHIBIT F SCANA CORPORATION INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this SCANA Corporation Annual Report on Form U5S to the Securities and Exchange Commission, filed pursuant to the Public Utility Holding Company Act of 1935, for the year ended December 31, 2001, of our report dated February 8, 2002 (March 1, 2002 as to Note 16), included in the Annual Report on Form 10-K of SCANA Corporation and its subsidiaries for the year ended December 31, 2001. DELOITTE & TOUCHE LLP Columbia, South Carolina April 29, 2002 SOUTH CAROLINA ELECTRIC & GAS COMPANY INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this SCANA Corporation Annual Report on Form U5S to the Securities and Exchange Commission, filed pursuant to the Public Utility Holding Company Act of 1935, for the year ended December 31, 2001, of our report dated February 8, 2002, included in the Annual Report on Form 10-K of South Carolina Electric & Gas Company and its subsidiaries for the year ended December 31, 2001. DELOITTE & TOUCHE LLP Columbia, South Carolina April 29, 2002 PUBLIC SERVICE COMPANY OF NORTH CAROLINA, INCORPORATED INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this SCANA Corporation Annual Report on Form U5S to the Securities and Exchange Commission, filed pursuant to the Public Utility Holding Company Act of 1935, for the year ended December 31, 2001, of our report dated February 8, 2002, included in the Annual Report on Form 10-K of Public Service Company of North Carolina, Incorporated and its subsidiaries for the year ended December 31, 2001. DELOITTE & TOUCHE LLP Columbia, South Carolina April 29, 2002 EXHIBIT G None EXHIBIT H None