UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
Amendment No. 1
FORM 10-K/A
(Mark One)
(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2002
-----------------
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number 1-8809
SCANA CORPORATION
(Exact name of registrant as specified in its charter)
SOUTH CAROLINA 57-0784499
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(State or other jurisdiction of (IRS employer
incorporation or organization) identification no.)
1426 MAIN STREET, COLUMBIA, SOUTH CAROLINA 29201
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code (803) 217-9000
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Securities registered pursuant to
12(b) of the Act:
Title of each class Name of each exchange on which registered
------------------- ------------------------------------------
Common Stock, without par value New York Stock Exchange
Securities registered pursuant to
12(g) of the Act:
None
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(Title of class)
Indicate by check mark whether the registrant: (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes x No
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
The aggregate market value of voting stock held by non-affiliates of
SCANA Corporation was $3.2 billion at June 28, 2002, based on a price of $30.87.
The total number of shares outstanding at February 28, 2003 was 110,832,747.
DOCUMENTS INCORPORATED BY REFERENCE: Specified sections of the Registrant's 2003
Proxy Statement, dated March 17, 2003, in connection with its 2003 Annual
Meeting of Stockholders, are incorporated by reference in Part III hereof.
The undersigned registrant hereby amends the following items, financial
statements, exhibits or other portions of its Annual Report on Form 10-K for the
year ended December 31, 2002, as set forth in the pages attached hereto:
Item 8: Financial Statements and Supplementary Data
The above item has been amended to include the Financial Statements and
Supplemental Schedules for the Company's Stock Purchase-Savings Plan
and the Independent Auditors' Report thereon.
Item 14: Exhibits, Financial Statement Schedules and Reports on Form 8-K
The above item has been amended to include the Financial Statements and
Supplemental Schedules for the Company's Stock Purchase-Savings Plan
and the Independent Auditors' Report thereon and Consent to the
incorporation of such report in the Company's registration statements
under the Securities Act of 1933, as amended.
PART II
ITEM 8: FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
TABLE OF CONTENTS OF CONSOLIDATED FINANCIAL
STATEMENTS AND SUPPLEMENTARY FINANCIAL DATA
*Independent Auditors' Report
Consolidated Financial Statements:
*Consolidated Balance Sheets as of December 31, 2002 and 2001
*Consolidated Statements of Operations for the years ended December 31,
2002, 2001 and 2000
*Consolidated Statements of Cash Flows for the years ended December 31,
2002, 2001 and 2000
*Consolidated Statements of Capitalization as of December 31, 2002 and 2001
*Consolidated Statements of Comprehensive Income (Loss) and Changes in
Common Equity for the years ended December 31, 2002, 2001 and 2000.
*Notes to Consolidated Financial Statements
Stock Purchase-Savings Plan: Page
----
**Independent Auditors' Report................................... 4
**Financial Statements and Notes thereto......................... 5
**Supplemental Schedules......................................... 10
* Previously filed with Form 10-K.
** Filed herein.
PART IV
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) Documents filed as a part of this report:
(1) Financial Statements and Schedules:
See above for amended Table of Contents of Consolidated Financial
Statements and Supplementary Financial Data of the Company's Annual
Report on Form 10-K.
*Schedule II - Valuation and Qualifying Accounts for the years ended
December 31, 2002, 2001 and 2000
(2) Exhibits:
Exhibits required to be filed with this Annual Report on Form 10-K are
listed in the following Exhibit Index. Certain of such exhibits which
have heretofore been filed with the Securities and Exchange Commission
and which are designated by reference to their exhibit numbers in prior
filings are incorporated herein by reference and made a part hereof.
** The Consent of the Independent Auditors (Exhibit 23.04) is filed
herein.
As permitted under Item 601(b)(4)(iii), instruments defining the rights
of holders of long-term debt of less than $400,000,000, or 10 percent
of the total consolidated assets of the Company and its subsidiaries,
have been omitted and the Company agrees to furnish a copy of such
instruments to the Commission upon request.
(b) Reports on Form 8-K during the fourth quarter of 2002 were as follows:
SCANA Corporation:
Date of report: October 9, 2002
Item reported: Item 5
* Previously filed with Form 10-K.
** Filed herein.
INDEPENDENT AUDITORS' REPORT
SCANA CORPORATION
STOCK PURCHASE-SAVINGS PLAN:
We have audited the accompanying Statements of Financial Position of the SCANA
Corporation Stock Purchase-Savings Plan (the "Plan") as of December 31, 2002 and
2001, and the related Statements of Changes in Participants' Equity for each of
the three years in the period ended December 31, 2002. These financial
statements are the responsibility of the Plan's management. Our responsibility
is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by the Plan's management, as well as evaluating the
overall financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the financial position of the Plan as of December 31, 2002 and 2001
and the changes in participants' equity for each of the three years in the
period ended December 31, 2002 in conformity with accounting principles
generally accepted in the United States of America.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of (1) assets
held for investment purposes as of December 31, 2002 and (2) reportable
transactions for the year ended December 31, 2002 are presented for the purpose
of additional analysis and are not a required part of the basic financial
statements, but are supplementary information required by the Department of
Labor's Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974. These schedules are the responsibility
of the Plan's management. Such schedules have been subjected to the auditing
procedures applied in our audit of the basic 2002 financial statements and, in
our opinion, are fairly stated in all material respects when considered in
relation to the basic financial statements taken as a whole.
s/Deloitte & Touche LLP
Columbia, South Carolina
March 31, 2003
SCANA CORPORATION
STOCK PURCHASE-SAVINGS PLAN
STATEMENTS OF FINANCIAL POSITION
As of December 31, 2002 and 2001
(Thousands of Dollars)
------------------------------------------------------------- -----------------
2002 2001
------------------------------------------------------------- -----------------
Assets:
Investments at Fair Value:
SCANA Corporation -
Shares of common stock
(cost - $251,113 and $241,427 respectively) $315,398 $279,295
Common or Collective Trust Funds:
IRT Growth and Income Fund 2,438 3,093
IRT Maximum Appreciation Fund 576 476
IRT Intermediate Return Fund 394 330
IRT Stable Value Fund 9,253 5,972
IRT 500 Index Fund 6,166 6,481
Mutual Funds:
American Century Income & Growth Fund 1,377 1,276
AmSouth Large Cap "A" Fund 3,037 -
Berger Small Cap Value Fund 2,894 1,550
Dodge & Cox Common Stock Fund 1,139 -
EuroPacific Growth Fund 1,501 1,338
MAS Mid Cap Value Fund 1,001 921
MFS Mid Cap Growth Fund 2,240 3,841
Pimco Total Return Fund 5,217 2,938
Invesco Blue Chip Growth Fund - 6,925
Invesco Small Company Growth Fund 2,117 2,169
Other 35 377
Loans to Participants (Note 2) 14,393 12,870
--------- -----------------
Total Investments, at Fair Value 369,176 329,852
--------- -----------------
Receivables:
Contributions Receivable 1,121 1,090
SCANA Corporation Dividends Receivable 3,325 3,013
--------- -----------------
Total Receivables 4,446 4,103
--------- -----------------
Participants' Equity $373,622 $333,955
========= =================
See Notes to Financial Statements.
SCANA CORPORATION
STOCK PURCHASE-SAVINGS PLAN
STATEMENTS OF CHANGES IN PARTICIPANTS' EQUITY
For the years ended December 31, 2002, 2001 and 2000
(Thousands of Dollars)
------------------------------------------------------------- ------------- ------------
2002 2001 2000
Investment Income (Loss)
Interest and Dividends $15,105 $13,580 $13,562
Net Appreciation (Depreciation)
in Fair Value of Investments:
Common Stock of SCANA Corporation (Note 3) 31,947 (16,323) 25,851
Mutual Funds (7,544) (7,482) (15,279)
Common and Collective Trust Funds (2,154) (1,486) (1,056)
--------- ------------- ------------
--------- ------------- ------------
Total Investment Income (Loss) 37,354 (11,711) 23,078
--------- ------------- ------------
--------- ------------- ------------
Contributions:
Company and Participating Subsidiaries' Match 14,257 14,446 12,398
Participating Employees 18,150 18,370 17,041
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--------- ------------- ------------
Total Additions to Participants' Equity 32,407 32,816 29,439
Distributions to Participants (30,140) (22,560) (31,469)
--------- ------------- ------------
--------- ------------- ------------
Net Increase (Decrease) Before Transfers 39,621 (1,455) 21,048
Transfers from Subsidiaries 46 - 38,646
--------- ------------- ------------
--------- ------------- ------------
Net Increase (Decrease) in Participants' Equity 39,667 (1,455) 59,694
Participants' Equity, Beginning of Year 333,955 335,410 275,716
--------- ------------- ------------
--------- ------------- ------------
Participants' Equity, End of Year $373,622 $333,955 $335,410
========= ============= ============
See Notes to Financial Statements.
SCANA CORPORATION
STOCK PURCHASE-SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
1. Summary of Accounting Policies:
Basis of Accounting
The accompanying financial statements for the SCANA Corporation (the
Company) Stock Purchase-Savings Plan (the Plan) have been prepared on the
accrual basis of accounting in accordance with accounting principles generally
accepted in the United States of America.
Investments Valuation and Income Recognition
Common stock, mutual funds, and common and collective trust funds are
stated at market value based on the net asset value of shares held by the Plan
at year end. Loans to participants are stated at cost plus accrued interest
which approximates fair value.
Use of Estimates
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts of
net assets available for benefits and changes therein. Actual results could
differ from those estimates. The Plan utilizes various investment instruments.
Investment securities, in general, are exposed to various risks, such as
interest rate, credit and overall market volatility. It is reasonably possible
that changes in the values of investment securities will occur in the near term
and that such changes could materially affect the amounts reported in the
statements of financial position.
Payment of Benefits
Benefits are recorded when paid.
2. Description of Plan
The following description of the Plan provides only general
information. Participants should refer to the Plan document for a complete
description of the Plan's provisions. Costs of administering the Plan are paid
by the Plan sponsor, the Company.
The Plan is designed to encourage voluntary systematic savings by
employees with the Company's and participating subsidiaries' contributions as an
added incentive. To be eligible to participate in the Plan, an employee must be
at least 18 years of age, receiving eligible earnings from the Company or
participating subsidiaries, or be on a leave of absence authorized by the
Company. There is no time of service requirement. The Company and participating
subsidiaries match participant contributions up to 6% of eligible earnings.
Participants may contribute up to an additional 9% of eligible earnings which
are not matched by the Company. Participants direct AMVESCAP National Trust
Company, the Plan's trustee (Trustee), to invest participant contributions in
any combination of either SCANA Corporation common stock or a group of mutual
funds and common and collective trust funds selected to range from conservative
to aggressive investment styles.
The Company's and participating subsidiaries' contributions are invested
only in shares of Company common stock. Company and participating subsidiaries'
contributions are fully and immediately vested.
The Plan was amended effective January 1, 2002 to allow certain
employees who had participated in a non-participating subsidiary's separate
qualified 401K plan, to voluntarily roll funds directly to the Plan. Loans
outstanding to the non-participating subsidiary's plan were also rolled into the
Plan.
The Plan was amended effective December 31, 2001 for certain amendments
as required under the Economic Growth Tax Relief Reconciliation Act of 2001
(EGTRRA). In addition, the Plan elected to adopt certain optional amendments as
provided for in EGTRRA. Effective December 31, 2001, rollovers are accepted from
403(b) and 457 plans as long as the source of funds are pretax in nature. In
addition, participants who take hardship distributions must serve a suspension
period of six months. This option was effective for hardship distributions made
after June 30, 2001.
The Plan was amended effective March 1, 2000 to admit Public Service of
North Carolina, Incorporated as a participating employer. The Plan was amended
effective September 1, 2000 to merge plan assets totaling approximately $38.6
million from the former PSNC Energy and Subsidiaries Special Savings and
Retirement Plan into the existing Plan.
The Plan received a determination letter from the IRS dated April 5,
2002 indicating that the Plan was in compliance with all required amendments
through December 31, 2001. The determination letter further, states that the
Plan satisfies the requirements of Section 401(a) of the Code as amended by the
Economic Growth Tax Relief Reconciliation Act of 2001. The Plan has been amended
subsequent to receiving the determination letter; however, the Company and the
plan administrator believe that the Plan was designed and continues to be
operated in compliance with the applicable requirements of the Internal Revenue
Code and that the Plan and the related trust continue to be tax-exempt.
The Plan has profit sharing, stock bonus and employee stock ownership
components. The profit sharing plan component is intended to qualify under Code
Sections 401(a), 401(k) and 401(m). The stock bonus plan and employee stock
ownership plan components (the assets of which are invested in the Common Stock
Fund) are intended to qualify under Code Sections 401(a) and 4975(e) (7),
respectively, and as such are designed to invest primarily in qualifying
employer securities of the Company. As a result, dividends payable on Company
common stock allocated to the employee stock ownership plan feature are
distributed to Plan participants. Alternatively, participants can elect on an
annual basis not to receive a distribution of dividends payable from the Plan.
For those participants who do not make an annual election, all dividends on
Company common stock will be distributed as soon as practical after they are
paid to the Plan.
The Plan allows participants to contribute up to 15% of eligible
earnings on an after-tax basis (Regular Savings) or before-tax basis (Tax
Deferred Savings), except that "highly compensated employees" within the context
of Internal Revenue Code of 1986 ("Code"), as amended, are subject to Tax
Deferred contribution limitations of 6% or less of eligible earnings. Regular
Savings amounts are included in wages subject to federal or state income tax
withholding, whereas Tax Deferred Savings amounts are exempt from such
withholding. The Plan allows for the acceptance of "Direct Rollovers" (Rollover)
from other qualified retirement plans and conduit Individual Retirement Accounts
(IRAs). Rollover amounts can be invested in any combination of Company common
stock and the available mutual fund and common and collective trust fund
choices. Participants may request a distribution in the form of whole shares
(Company common stock only) or cash for all securities and earnings credited to
their Regular Savings and Rollover accounts (cash is distributed for fractional
shares). Participants may not receive a distribution from their Tax Deferred
Savings accounts before age 59-1/2 unless they can demonstrate a hardship.
Participants may request loans from the Plan. Loans are made available
based on the asset value in a participant's account at the time of the loan, but
in any case, not less than $500 or greater than $50,000. Assets equal to the
amount of the loan are converted into cash by the Trustee and made available to
the borrowing participant. The interest rate on a loan is determined by using
"Prime Interest Rate" as published in the Wall Street Journal plus 1% as
determined on the last business day of each month for the next month's loans.
The participant no longer earns interest or dividends on the liquidated assets.
The period of repayment for any loan cannot exceed five years, except that a
loan used to acquire the principal residence of the participant may be extended
to a maximum of ten years. All payments of the loan, including interest, are
reinvested on behalf of the participant in the investments he or she selected
for all other participant contributions. Upon termination of employment, death
or disability the loan must be paid in full or it will reduce the distributable
amount of the participant's account balance. This reduction will be converted to
taxable income as a deemed distribution to the participant or the participant's
beneficiary. In some cases the terminating participant may elect to delay
distribution in which case an unpaid loan balance will be converted to taxable
income as a deemed distribution prior to the distribution of assets to the
participant. A participant or the beneficiary may receive a distribution of all
securities and earnings credited to their Tax Deferred Savings accounts in the
event of retirement, disability, termination of employment or death.
Although participants immediately vest in contributions from the
Company and participating subsidiaries, they may request a distribution of only
such contributions which have been in existence for two years following the
close of the Plan year during which they were made, even if they elected to
contribute on a tax deferred basis. If the participant has participated in the
Plan for at least five years, all Company contributions are eligible for
distribution.
The Plan's assets are held by the Trustee pursuant to a Trust Agreement
executed as of September 1, 2000. Company contributions are held and managed by
the Trustee, which invests cash received, interest and dividend income and makes
distributions to participants. Certain administrative functions are performed by
officers or employees of the Company or its subsidiaries. No such officer or
employee receives compensation from the Plan. Employees pay a minimal amount for
the operating expenses of mutual funds or common and collective trusts in which
they choose to invest as well as $.03 for each share of Company common stock
sold at their direction. All other administrative expenses are paid directly by
the Company.
Although it has not expressed any intent to do so, the Company and
participating subsidiaries have the right under the Plan to discontinue their
contributions at any time and to terminate the Plan subject to the provisions of
the Employee Retirement Income Security Act of 1979 (ERISA).
3. Nonparticipant-Directed Investment:
Net assets and significant changes related to nonparticipant-directed
investments as of December 31, 2002, 2001 and 2000 and for each of the three
years ended December 31, 2002 is as follows:
2002 2001 2000
--------- ----------- -----------
Change in Net Assets:
Net appreciation (depreciation) $14,898 $(7,562) $12,588
Interest and dividends 5,972 4,768 -
Employer contributions 14,184 14,444 12,398
Benefits paid to participants (15,652) (10,131) (18,905)
--------- ----------- -----------
Net Change 19,401 1,519 6,081
Investment in SCANA Common Stock,
beginning of year 129,678 128,159 122,078
--------- ----------- -----------
Investment in SCANA Common Stock,
end of year $149,080 $129,678 $128,159
========= =========== ===========
4. Related Party Transactions
Certain Plan investments are shares of mutual funds and common and collective
trust funds managed by an affiliate of the Trustee and common stock of SCANA
Corporation; therefore, these transactions qualify as party-in-interest
transactions.
SCANA Corporation
STOCK PURCHASE-SAVINGS PLAN
SUPPLEMENTAL SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
Form 5500,Schedule H, Part IV, Line 4i
AS OF DECEMBER 31, 2002
(Thousands of Dollars)
DESCRIPTION COST** CURRENT
VALUE
---------------------------------------------------------- ----------------
* SCANA Corporation Common Stock $251,113 $315,398
* Common and Collective Trust Funds:
IRT Growth and Income Fund 2,438
IRT Maximum Appreciation Fund 576
IRT Intermediate Return Fund 394
IRT Stable Value Fund 9,253
IRT 500 Index Fund 6,166
*Mutual Funds:
American Century Growth & Income Fund 1,377
AmSouth Large Cap "A" Fund 3,037
Berger Small Cap Value Fund 2,894
Dodge & Cox Stock Fund 1,139
EuroPacific Growth Fund 1,501
MAS Mid Cap Value Fund 1,001
MFS Mid Cap Growth Fund 2,240
Pimco Total Return Fund 5,217
Invesco Small Company Growth Fund 2,117
* Other 35
* Loans to participants, with interest rates
ranging from 5.6% to 10.5% and maturities
ranging from 1 month to 10 years 14,393
----------------
$369,176
================
* Denotes permitted party-in-interest
** Cost is only required for Non-Participant Directed Investments
(SCANA Stock Only)
SCANA CORPORATION
STOCK PURCHASE-SAVINGS PLAN
SUPPLEMENTAL SCHEDULE OF REPORTABLE TRANSACTIONS
Form 5500,Schedule H, Part IV, Line 4j FOR THE YEAR ENDED DECEMBER 31, 2002
(Thousands of Dollars)
DURING THE YEAR ENDED DECEMBER 31, 2002, THE FOLLOWING TRANSACTIONS WERE MADE IN
THE COMMON STOCK OF SCANA CORPORATION, WHOSE EMPLOYEES ARE COVERED BY THE PLAN.
COST OF NET GAIN
PURCHASE SELLING ASSETS FROM
PRICE PRICE SOLD SALE
----- ----- ---- ----
PURCHASES $84,174
SALES $80,018 $74,489 $5,529
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.
SCANA CORPORATION
(Registrant)
Date: April 16, 2003 BY: s/James E. Swan, IV
James E. Swan, IV, Controller
(Principal Accounting Officer)
CERTIFICATION
I, William B. Timmerman, certify that:
1. I have reviewed this annual report on Form 10-K, as amended, of SCANA
Corporation;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period
covered by this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this annual report
is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to filing date of
this annual report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of registrant's board of directors (or persons
performing the equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and
material weaknesses.
Date: April 16, 2003
s/William B. Timmerman
William B. Timmerman
Chairman of the Board, President,
Chief Executive Officer and Director
CERTIFICATION
I, Kevin B. Marsh, certify that:
1. I have reviewed this annual report on Form 10-K, as amended, of SCANA
Corporation;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period
covered by this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this annual report
is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to filing date of
this annual report (the "Evaluation Date"); and
d) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of registrant's board of directors (or persons
performing the equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and
material weaknesses.
Date: April 16, 2003
s/Kevin B. Marsh
Kevin B. Marsh
Senior Vice President and Chief Financial
Officer
EXHIBIT INDEX
Exhibit
No. Description
2.01 Agreement and Plan of Merger, dated as of February 16, 1999 as
amended and restated as of May 10, 1999, by and among Public
Service Company of North Carolina, Incorporated, SCANA
Corporation, New Sub I, Inc. and New Sub II, Inc. (Filed as
Exhibit 2.1 to Registration Statement No. 333-78227 on Form S-4
and incorporated by reference herein)
3.01 Restated Articles of Incorporation of SCANA as adopted on April
26, 1989 (Filed as Exhibit 3-A to Registration Statement No.
33-49145 and incorporated by reference herein)
3.02 Articles of Amendment of SCANA, dated April 27, 1995 (Filed as
Exhibit 4-B to Registration Statement No. 33-62421 and
incorporated by reference herein)
3.15 By-Laws of SCANA as revised and amended on December 13, 2000
(Filed as Exhibit 3.01 to Registration Statement No. 333-68266
and incorporated by reference herein)
4.01 Articles of Exchange of South Carolina Electric & Gas Company and
SCANA Corporation (Filed as Exhibit 4-A to Post-Effective
Amendment No. 1 to Registration Statement No. 2-90438 and
incorporated by reference herein)
4.02 Indenture dated as of November 1, 1989 between SCANA Corporation
and The Bank of New York, as Trustee (Filed as Exhibit 4-A to
Registration No. 33-32107 and incorporated by reference
herein)
4.03 Indenture dated as of January 1, 1945, between the South Carolina
Power Company and Central Hanover Bank and Trust Company, as
Trustee, as supplemented by three Supplemental Indentures dated
respectively as of May 1, 1946, May 1, 1947 and July 1, 1949
(Filed as Exhibit 2-B to Registration Statement No. 2-26459 and
incorporated by reference herein)
4.04 Fourth Supplemental Indenture dated as of April 1, 1950, to
Indenture referred to in Exhibit 4.03, pursuant to which SCE&G
assumed said Indenture (Exhibit 2-C to Registration
Statement No. 2-26459 and incorporated by reference herein)
4.05 Fifth through Fifty-third Supplemental Indenture referred to in
Exhibit 4.03 dated as of the dates indicated below and filed as
exhibits to the Registration Statements whose file numbers are
set forth below and are incorporated by reference herein
December 1, 1950 Exhibit 2-D to Registration No. 2-26459
July 1, 1951 Exhibit 2-E to Registration No. 2-26459
June 1, 1953 Exhibit 2-F to Registration No. 2-26459
June 1, 1955 Exhibit 2-G to Registration No. 2-26459
November 1, 1957 Exhibit 2-H to Registration No. 2-26459
September 1, 1958 Exhibit 2-I to Registration No. 2-26459
September 1, 1960 Exhibit 2-J to Registration No. 2-26459
June 1, 1961 Exhibit 2-K to Registration No. 2-26459
December 1, 1965 Exhibit 2-L to Registration No. 2-26459
June 1, 1966 Exhibit 2-M to Registration No. 2-26459
June 1, 1967 Exhibit 2-N to Registration No. 2-29693
September 1, 1968 Exhibit 4-O to Registration No. 2-31569
June 1, 1969 Exhibit 4-C to Registration No. 33-38580
December 1, 1969 Exhibit 4-O to Registration No. 2-35388
June 1, 1970 Exhibit 4-R to Registration No. 2-37363
March 1, 1971 Exhibit 2-B-17 to Registration No. 2-40324
January 1, 1972 Exhibit 2-B to Registration No. 33-38580
July 1, 1974 Exhibit 2-A-19 to Registration No. 2-51291
May 1, 1975 Exhibit 4-C to Registration No. 33-38580
EXHIBIT INDEX
Exhibit
No. Description
July 1, 1975 Exhibit 2-B-21 to Registration No. 2-53908
February 1, 1976 Exhibit 2-B-22 to Registration No. 2-55304
December 1, 1976 Exhibit 2-B-23 to Registration No. 2-57936
March 1, 1977 Exhibit 2-B-24 to Registration No. 2-58662
May 1, 1977 Exhibit 4-C to Registration No. 33-38580
February 1, 1978 Exhibit 4-C to Registration No. 33-38580
June 1, 1978 Exhibit 2-A-3 to Registration No. 2-61653
April 1, 1979 Exhibit 4-C to Registration No. 33-38580
June 1, 1979 Exhibit 2-A-3 to Registration No. 33-38580
April 1, 1980 Exhibit 4-C to Registration No. 33-38580
June 1, 1980 Exhibit 4-C to Registration No. 33-38580
December 1, 1980 Exhibit 4-C to Registration No. 33-38580
April 1, 1981 Exhibit 4-D to Registration No. 33-38580
June 1, 1981 Exhibit 4-D to Registration No. 33-49421
March 1, 1982 Exhibit 4-D to Registration No. 2-73321
April 15, 1982 Exhibit 4-D to Registration No. 33-49421
May 1, 1982 Exhibit 4-D to Registration No. 33-49421
December 1, 1984 Exhibit 4-D to Registration No. 33-49421
December 1, 1985 Exhibit 4-D to Registration No. 33-49421
June 1, 1986 Exhibit 4-D to Registration No. 33-49421
February 1, 1987 Exhibit 4-D to Registration No. 33-49421
September 1, 1987 Exhibit 4-D to Registration No. 33-49421
January 1, 1989 Exhibit 4-D to Registration No. 33-49421
January 1, 1991 Exhibit 4-D to Registration No. 33-49421
July 15, 1991 Exhibit 4-D to Registration No. 33-49421
August 15, 1991 Exhibit 4-D to Registration No. 33-49421
April 1, 1993 Exhibit 4-E to Registration No. 33-49421
July 1, 1993 Exhibit 4-D to Registration No. 33-49421
May 1, 1999 Exhibit 4.04 to Registration No. 333-86387
4.06 Indenture dated as of April 1, 1993 from South Carolina Electric &
Gas Company to NationsBank of Georgia, National Association (Filed
as Exhibit 4-F to Registration Statement No. 33-49421 and
incorporated by reference herein)
4.07 First Supplemental Indenture to Indenture referred to in Exhibit
4.06 dated as of June 1, 1993 (Filed as Exhibit 4-G to Registration
Statement No. 33-49421 and incorporated by reference herein)
4.08 Second Supplemental Indenture to Indenture referred to in Exhibit
4.06 dated as of June 15, 1993 (Filed as Exhibit 4-G to
Registration Statement No. 33-57955 and incorporated by reference
herein)
4.09 Trust Agreement for SCE&G Trust I (Filed as Exhibit 4.03 to
Registration Statement No. 333-49960 and incorporated by reference
herein)
4.10 Certificate of Trust of SCE&G Trust I (Filed as Exhibit 4.04 to
Registration Statement No. 333-49960 and incorporated by reference
herein)
4.11 Junior Subordinated Indenture for SCE&G Trust I (Filed as Exhibit
4.05 to Registration Statement No. 333-49960 and incorporated by
reference herein)
4.12 Guarantee Agreement for SCE&G Trust I (Filed as Exhibit 4.06 to
Registration Statement No. 333-49960 and incorporated by reference
herein)
EXHIBIT INDEX
Exhibit
No. Description
4.13 Amended and Restated Trust Agreement for SCE&G Trust I (Filed as
Exhibit 4.07 to Registration Statement No. 333-49960 and
incorporated by reference herein)
4.14 Indenture dated as of January 1, 1996 between PSNC and First Union
National Bank of North Carolina, as Trustee (Filed as Exhibit 4.08
to Registration Statement No. 333-45206 and incorporated by reference
herein)
4.15 First through Fourth Supplemental Indenture referred to Exhibit 4.14
dated as of the dates indicated below and filed as exhibits to
Registration Statements whose file numbers are set forth below and
are incorporated by reference herein
January 1, 1996 Exhibit 4.09 to Registration No. 333-45206
December 15, 1996 Exhibit 4.10 to Registration No. 333-45206
February 10, 2000 Exhibit 4.11 to Registration No. 333-45206
February 12, 2001 Exhibit 4.05 to Registration No. 333-68516
*10.01 SCANA Executive Deferred Compensation Plan as amended July 1, 2001
(Filed as Exhibit 10.01 to Form 10-Q for the quarter ended September
30, 2001 and incorporated by reference herein)
*10.02 SCANA Supplementary Executive Retirement Plan as amended July 1,
2001 (Filed as Exhibit 10.02 to Form 10-Q for the quarter ended
September 30, 2001 and incorporated by reference herein)
*10.03 SCANA Key Executive Severance Benefits Plan as amended July 1, 2001
(Filed as Exhibit 10.03 to Form 10-Q for the quarter ended September
30, 2001 and incorporated by reference herein)
*10.04 SCANA Supplementary Key Severance Benefits Plan as amended July 1,
2001 (Filed as Exhibit 10.03a to Form 10-Q for the quarter ended
September 30, 2001 and incorporated by reference herein)
*10.05 SCANA Performance Share Plan as amended and restated effective
January 1, 1998 (Filed as Exhibit 10 (e) to Registration Statement
No. 333-86803 and incorporated by reference herein)
*10.06 SCANA Long-Term Equity Compensation Plan dated January 2000 filed as
Exhibit 4.04 to Registration Statement No. 333-37398 and
incorporated by reference herein)
*10.07 Description of SCANA Whole Life Option (Filed as Exhibit 10-F to Form
10-K for the year ended December 31, 1991, under cover of Form SE,
File No. 1-8809 and incorporated by reference herein)
*10.08 Description of SCANA Corporation Executive Annual Incentive Plan
(Filed as Exhibit 10-G to Form 10-K for the year ended December 31,
1991, under cover of Form SE, File No. 1-8809 and incorporated by
reference herein)
*10.09 SCANA Corporation Director Compensation and Deferral Plan effective
January 1, 2001 (Filed as Exhibit 4.03 to Registration Statement No.
333-18973 and incorporated by reference herein)
10.16 Service Agreement between SCE&G and SCANA Services, Inc., effective
April 1, 2002 (Filed as Exhibit 10.01 to Registration Statement No.
333-101449 and incorporated by reference herein)
12.01 Statement Re Computation of Ratios (Filed as Exhibit 12.01 to
Form 10-K for the year ended December 31, 2002 and incorporated by
reference herein)
23.04 Consents of Experts and Counsel (Independent Auditors' Consent)
(Filed herewith)
24.01 Power of Attorney (Previously filed)
99.01 Certification of Principal Executive Officer (Filed herewith)
99.02 Certification of Principal Executive Officer (Filed herewith)
* Management Contract or Compensatory Plan or Arrangement