SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM U5S ANNUAL REPORT For the year ended December 31, 2002 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, 2002 3 2 ACQUISITIONS OR SALES OF UTILITY ASSETS 5 3 ISSUE, SALE, PLEDGE, GUARANTEE OR ASSUMPTION OF SYSTEM SECURITIES 5 4 ACQUISITION, REDEMPTION OR RETIREMENT OF SYSTEM SECURITIES 5 5 INVESTMENTS IN SECURITIES OF NONSYSTEM COMPANIES 6 6 OFFICERS AND DIRECTORS Part I 7 Part II 19 Part III 19 7 CONTRIBUTIONS AND PUBLIC RELATIONS 29 8 SERVICE, SALES AND CONSTRUCTION CONTRACTS Part I 30 Part II 30 Part III 30 9 WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES 30 10 FINANCIAL STATEMENTS AND EXHIBITS FINANCIAL STATEMENTS 31 EXHIBITS 31 ITEM 1. SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF DECEMBER 31, 2002 Name of Company # Common % Issuer Owner's (and abbreviation used herein) Shares Owned Voting Power Book Value Book Value Type of Business ------------------------------------------------------------ --------------------------- -------------- ---------------------------- (Dollars in Millions) SCANA Corporation (SCANA) Publicly owned Registered holding company South Carolina Electric & Gas Company (SCE&G) 40,296,147 100 $2,072 $2,072 Electric and gas utility SCE&G Trust I (1) 61,856 100 2 2 Special purpose entity SC Coaltech No. 1 LP (2) n/a 40 8 2 Rule 58 energy-related Coaltech No. 1 LP (3) n/a 25 3 1 Rule 58 energy-related South Carolina Generating Company, Inc. (GENCO) 1 100 45 45 Electric utility South Carolina Fuel Company, Inc. (SCFC) 1 100 - Nonutility-fuel and emission allowance procurement South Carolina Pipeline Corporation (SCPC) 1,000 100 110 110 Rule 58 energy-related C&T Pipeline, LLC * 100 100 - - Rule 58 energy-related SCANA Propane Gas, Inc. (SPG)* 1,000 100 - - Rule 58 energy-related SCANA Propane Supply, Inc. * 10,000 100 - - Rule 58 energy-related USA Cylinder Exchange, Inc. * 250,000 100 - - Rule 58 energy-related SCANA Energy Marketing, Inc. (SEMI) 1 100 (8) (8) Rule 58 energy-related PSNC Production Corporation 1,000 100 7 7 Rule 58 energy-related SCANA Public Service Company, LLC n/a 100 10 10 Rule 58 energy-related SCANA Energy Trading, LLC *(4) n/a 70 (3) (2) Rule 58 energy-related SCANA Services, Inc. 1,000 100 5 5 Service company SCANA Communications, Inc. (SCI) 1 100 203 203 Rule 58 energy-related SCANA Communications Holdings, Inc. (SCHI) 1,000 100 180 180 Exempt telecommunications company ITC Holding Company, Inc. (5) 3,098,464 11.9 125 17 Subsidiary of exempt telecommunications company 778,817 Convertible Preferred Knology, Inc. (6) n/a 12.5 383 133 Subsidiary of exempt telecommunications company 43,768,883 Preferred 43,628,483 Senior Unsecured Notes, 12% FRC, LLC (7) n/a 50 15 7 Rule 58 energy-related Primesouth Inc. (PSI) 1,000 100 10 10 Rule 58 energy-related Palmark, Inc. 1,000 100 - - Rule 58 energy-related SCANA Resources, Inc. (SR) 1 100 1 1 Rule 58 energy-related ServiceCare, Inc. 1,000 100 1 1 Rule 58 energy-related SCANA Propane Storage, Inc. * 1,000 100 - - Rule 58 energy-related SCANA Development Corporation (SDC) * 4 100 3 3 Rule 58 energy-related Cogen South LLC (8) n/a 50 22 11 Rule 58 energy-related Public Service Company of North Carolina, Incorporated (PSNC) 1,000 100 487 487 Gas utility Clean Energy Enterprises, Inc. 2,000 100 - - Rule 58 energy-related PSNC Blue Ridge Corporation 1,000 100 3 3 Intermediate holding company Pine Needle LNG Company, LLC (9) n/a 17.2 49 8 Rule 58 energy-related PSNC Cardinal Pipeline Company 1,000 100 7 7 Intermediate holding company Cardinal Pipeline Company, LLC (10) n/a 33.2 58 19 Rule 58 energy-related SCG Pipeline, Inc. 100 100 - - Rule 58 energy-related *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. (2) SC Coaltech No. 1 LP is owned 59.99% ($6 million) by USA Coaltech LP (limited partner), 0.01% by Coaltech LLC (general partner) and 40% ($2 million) by SCE&G (limited partner). (3) Coaltech No. 1 LP is owned 56.25% ($1.9 million) by Square D Co. (limited partner), 17.75% ($0.6 million) by AJG Financial Services, Inc. (limited partner), 25% (0.8 million) by SCE&G (limited partner) and 1% by US Coal LLC (general partner). (4) SCANA Energy Trading, LLC (SET) is owned 70% ($(2) million) by SEMI and 30% ($(1) million) by Intermarket Trading Company, LLC. (5) ITC Holding Company, Inc. holds ownership interests in several southeastern communications companies. This investment did not meet the 10% subsidiary threshold requirement until 2002. (6) Knology, Inc. is a broadband service provider of cable television, telephone and internet services. This investment did not meet the 10% subsidiary threshold requirement until 2002. (7) FRC, LLC is owned 50% by Palmetto Net, Inc. ($7 million) and 50% by SCI ($7.5 million). (8) Cogen South LLC is owned 50% ($11 million) by SCANA and 50% ($11 million) by MeadWestvaco. (9) Pine Needle LNG Company, LLC is owned 35.4% ($17.3 million) by Piedmont Interstate Pipeline Company, 35.4% ($17.3 million) by Transcarolina LNG Company, 17.2% ($8.4 million) by PSNC Blue Ridge Corporation, 5.1% ($2.5 million) by NCNG Pine Needle Investment Corporation, 5.1% ($2.5 million) by Hess LNG Company and 1.8% ($0.9 million) by Municipal Gas Authority of Georgia. (10) Cardinal Pipeline Company, LLC is owned 45.3% ($26.3 million) by TransCardinal Company, 33.2% ($19.3 million) by PSNC Cardinal Pipeline Company, 16.5% ($9.6 million) by Piedmont Intrastate Pipeline Company and 5.0% ($2.9 million) by NCNG Cardinal Pipeline Investment Corporation. Note: In 2002 SCANA sold its investment in Palmetto Lime, LLC and dissolved its subsidiary, SCANA Petroleum Resources, Inc. 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 $300,000,000 - 6.625% 01/31/2002 $294,978,000 Rule 52 SCE&G Industrial Revenue Bonds 56,910,000 - 5.2% 11/08/2002 Rule 52 56,910,000 SCE&G Industrial Revenue Bonds 29,150,000 - 5.45% 11/08/2002 Rule 52 28,219,000 SCE&G Industrial Revenue Bonds 4,365,000 - 4.2% 11/08/2002 Rule 52 4,365,000 SCFC is party to a commercial paper program credit agreement for borrowings up to $125,000,000. The amount of commercial paper outstanding at December 31, 2002 was $50,102,000. The maximum amount outstanding during 2002 was $61,510,000 on August 19, 2002. The average daily interest rate during 2002 was 1.75%. On December 18, 2002 SCANA purchased from UBS Warburg four interest rate swap agreements to pay variable rate and receive fixed rate interest payments. The rates on the swaps are six-month LIBOR in arrears plus basis points ranging from 147 to 467. 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 treasury note. The above items do not include guarantees of system companies which have been authorized by Commission order under the Public Utility Holding Company Act of 1935, as amended, and which are subject to Rule 24 certificate filing requirements. ITEM 4. ACQUISITION, REDEMPTION OR RETIREMENT OF SYSTEM SECURITIES 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 $62,275,000 $155,000 $62,430,000 SCE&G First and Refunding Mortgage Bonds - 103,450,000 - 107,370,755 E Rule 42 SCE&G Franchise Agreement - - 3,571,428 E Rule 42 3,571,428 SCE&G Department of Energy D&D Fund - - E Rule 42 427,961 427,921 SCE&G Preferred Stock - - E Rule 42 475,550 482,606 PSNC Senior Debenture (unsecured) - - 4,300,000 E Rule 42 4,300,000 SCANA Notes (unsecured) - 202,000,000 902,000,000 E Rule 42 700,000,000 SCPC Notes (unsecured) - - E Rule 42 1,250,000 1,250,000 GENCO Notes (unsecured) - - 3,700,000 E Rule 42 3,700,000 ITEM 5. INVESTMENTS IN SECURITIES OF NONSYSTEM COMPANIES Category 1 Aggregate Investor Number of Investments Investment Description ---------------------------- ------------------------- ------------------- ------------------------------------------- ---------------------------- ------------------------- ------------------- ------------------------------------------- SCANA 2 $387,867 Investee provides loan capital to promote business and industry in South Carolina SR 1 $150,000 Investee provides loan capital to promote business and industry in South Carolina SCE&G 1 $60,000 Investee provides loan capital to promote business and industry in South Carolina Category 2 %Voting Book Investor Issuer Investment Shares Power Value Description -------- ----------------------- ---------------------------------- ---------- --------- ------------ ----------------------------- SCHI ITC^DeltaCom, Inc. Common Shares 566,010 1.3% $1,115,000 Telecommunications - Section SCHI ITC^DeltaCom, Inc. Warrants to purchase Common Stock 506,862 - $1,050,000 34 exempt SCHI ITC^DeltaCom, Inc. Series A Convertible Preferred 149,077 - $12,742,700 PSI West Texas Renewables Limited Partnership Limited Partnership n/a - $7,284,856 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 Secretary AS 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 Risk Management Officer RMO Chief Operating Officer COO Secretary S Deputy General Counsel DGC Senior Vice President SVP Executive E Treasurer T Executive Vice President EVP Vice Chairman VCH General Counsel GC Vice President VP SCANA CORPORATION, 1426 Main Street, Columbia, South Carolina 29201 William B. Timmerman CH, P, CEO Mark R. Cannon RMO H. Thomas Arthur GC, SVP, AS James P. Hudson CCO Duane C. Harris SVP Cathy Y. Kirven T Kevin B. Marsh CFO, SVP James E. Swan, IV C Jimmy E. Addison VP Lynn M. Williams S Sarena D. Burch DGC SOUTH CAROLINA ELECTRIC & GAS COMPANY, 1426 Main Street, Columbia, South Carolina 29201 William B. Timmerman CH, CEO W. Keller Kissam VP H. Thomas Arthur SVP, GC, AS James M. Landreth VP Duane C. Harris SVP Sarena D. Burch DGC Neville O. Lorick P, COO Mark R. Cannon RMO Kevin B. Marsh SVP, CFO James P. Hudson CCO Jimmy E. Addison VP Cathy Y. Kirven T Samuel L. Dozier VP James E. Swan, IV C D. Russell Harris VP Lynn M. Williams S V. C. Summer Nuclear Station, P. O. Box 88, Jenkinsville, South Carolina 29065 Stephen A. Byrne SVP 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 SOUTH CAROLINA GENERATING COMPANY, 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 RMO Duane C. Harris SVP James P. Hudson CCO Neville O. Lorick P, COO Cathy Y. Kirven T Kevin B. Marsh SVP, CFO James E. Swan, IV C Jimmy E. Addison VP Lynn M. Williams S SOUTH CAROLINA FUEL COMPANY, 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 RMO Duane C. Harris SVP James P. Hudson CCO Neville O. Lorick P, COO Cathy Y. Kirven T Kevin B. Marsh SVP, CFO James E. Swan, IV C Jimmy E. Addison VP Lynn M. Williams S SOUTH CAROLINA PIPELINE CORPORATION, 105 New Way Road, Columbia, South Carolina 29223 George J. Bullwinkel P, COO Samuel L. Dozier VP Paul Fant EVP Janet King AS George Fasano, Jr. SVP, AT 1426 Main Street, Columbia, South Carolina 29201 William B. Timmerman CH, CEO Mark R. Cannon RMO H. Thomas Arthur SVP, GC, AS James P. Hudson CCO Duane C. Harris SVP Cathy Y. Kirven T Kevin B. Marsh SVP, CFO James E. Swan, IV C Jimmy E. Addison VP Lynn M. Williams S Sarena D. Burch DGC 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 Lynn M. Williams S 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 Lynn M. Williams S 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 Lynn M. Williams S 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 Lynn M. Williams S SCANA ENERGY MARKETING, INC., 110 Gateway Corporate Blvd., Suite 200, Columbia, South Carolina 29203 Robert G. Edwards VP d/b/a SCANA ENERGY, Tower Place, Suite 750, 3340 Peachtree Road, Atlanta, Georgia 30326 George T. Devlin VP 1426 Main Street, Columbia, South Carolina 29201 William B. Timmerman CH, CEO Mark R. Cannon RMO H. Thomas Arthur P, COO, SVP, GC, AS James P. Hudson CCO Duane C. Harris SVP Cathy Y. Kirven T Kevin B. Marsh SVP, CFO James E. Swan, IV C Jimmy E. Addison VP Lynn M. Williams S Sarena D. Burch DGC PSNC PRODUCTION CORPORATION, 504 S. New Hope Road, Gastonia, North Carolina 28054 Robert G. Edwards VP 1426 Main Street, Columbia, South Carolina 29201 William B. Timmerman CH, CEO Mark R. Cannon RMO H. Thomas Arthur P, COO, SVP, GC, AS James P. Hudson CCO Duane C. Harris SVP Cathy Y. Kirven T Kevin B. Marsh SVP, CFO James E. Swan, IV C Jimmy E. Addison VP Lynn M. Williams S Sarena D. Burch DGC SCANA PUBLIC SERVICE COMPANY, LLC, 504 S. New Hope Road, Gastonia, North Carolina 28054 Robert G. Edwards VP Joey O. Caskey S SCANA ENERGY TRADING, LLC, 105 New Way Road, Columbia, South Carolina 29223 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 SCANA SERVICES, INC., 1426 Main Street, Columbia, South Carolina 29201 William B. Timmerman P, COO Jimmy E. Addison VP Kevin B. Marsh SVP, CFO Sarena D. Burch DGC H. Thomas Arthur SVP, GC, AS Mark R. Cannon RMO George J. Bullwinkel SVP J. Patrick Hudson CCO Duane C. Harris SVP Cathy Y. Kirven T Charles B. McFadden SVP James E. Swan, IV C Lynn M. Williams S 105 New Way Road, Columbia, South Carolina 29223 George Fasano SVP V. C. Summer Nuclear Station, P. O. Box 88, Jenkinsville, South Carolina 29065 Stephen A. Byrne SVP 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 RMO George J. Bullwinkel P, COO James P. Hudson CCO Duane C. Harris SVP Cathy Y. Kirven T Kevin B. Marsh SVP, CFO James E. Swan, IV C Jimmy E. Addison VP 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 James E. Swan, IV C Kevin B. Marsh SVP, CFO Lynn M. Williams S FRC, LLC, 1426 Main Street, Columbia, South Carolina 29201 George J. Bullwinkel, Jr. CH 454 S. Anderson Road, Suite 303, Rock Hill, South Carolina 29730 James Johnson VCH Larry Vincent VP Terry Metze S PRIMESOUTH, INC., 111 Research Drive, Columbia, South Carolina 29221 Maurice Dean Bain VP 1426 Main Street, Columbia, South Carolina 29201 William B. Timmerman CH, CEO Sarena D. Burch DGC H. Thomas Arthur SVP, GC, AS Mark R. Cannon RMO Duane C. Harris SVP James P. Hudson CCO Neville O. Lorick P, COO Cathy Y. Kirven T Kevin B. Marsh SVP, CFO James E. Swan, IV C Jimmy E. Addison VP Lynn M. Williams 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 H. Thomas Arthur SVP, GC, AS Mark R. Cannon RMO Duane C. Harris SVP James P. Hudson CCO Neville O. Lorick P, COO Cathy Y. Kirven T Kevin B. Marsh SVP, CFO James E. Swan, IV C Jimmy E. Addison VP Lynn M. Williams S SCANA RESOURCES, INC., 1426 Main Street, Columbia, South Carolina 29201 William B. Timmerman CH, CEO Mark R. Cannon RMO H. Thomas Arthur SVP, GC, AS James P. Hudson CCO Duane C. Harris SVP Cathy Y. Kirven T Kevin B. Marsh P, COO, CFO James E. Swan, IV C Jimmy E. Addison VP Lynn M. Williams S Sarena D. Burch DGC SOLO ENERGY CORPORATION, 2701 Monarch Street, #206, Alameda, California 94501 Prior to 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. SERVICECARE, INC., 105 New Way Road, Columbia, South Carolina 29223 George J. Bullwinkel, Jr. P, COO 246 Stoneridge Drive, Suite 300, Columbia, South Carolina 29210 Steven Burns VP 1426 Main Street, Columbia, South Carolina 29201 William B. Timmerman CH, CEO Mark R. Cannon RMO Duane C. Harris SVP James P. Hudson CCO H. Thomas Arthur SVP, GC, AS Cathy Y. Kirven T Kevin B. Marsh SVP, CFO James E. Swan, IV C Jimmy E. Addison VP Lynn M. Williams S Sarena D. Burch DGC 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 Lynn M. Williams S SCANA DEVELOPMENT CORPORATION, 1426 Main Street, Columbia, South Carolina 29201 William B. Timmerman CH, CEO Kevin B. Marsh SVP, CFO H. Thomas Arthur SVP, GC Lynn M. Williams S COGEN SOUTH, LLC, 1426 Main Street, Columbia, South Carolina 29201 SCANA Corporation M Post Office Box 118005, Charleston, South Carolina 29423-8005 Westvaco Corporation M PUBLIC SERVICE COMPANY OF NORTH CAROLINA, INCORPORATED d/b/a PSNC ENERGY, 1426 Main Street, Columbia, South Carolina 29201 William B. Timmerman CH, CEO Mark R. Cannon RMO H. Thomas Arthur SVP, GC, AS James P. Hudson CCO Duane C. Harris SVP Cathy Y. Kirven T Jimmy E. Addison VP James E. Swan, IV C Sarena D. Burch DGC Lynn M. Williams S 800 Gaston Road, Building A, Gastonia, North Carolina 28056 Kevin B. Marsh P, COO, CFO Jerry W. Richardson SVP Judy Czerwinski AS CLEAN ENERGY ENTERPRISES, INC., 800 Gaston Road, Building A, Gastonia, North Carolina 28056 Kevin B. Marsh P, COO, CFO 1426 Main Street, Columbia, South Carolina 29201 William B. Timmerman CH, CEO Mark R. Cannon RMO H. Thomas Arthur SVP, GC, AS James P. Hudson CCO Duane C. Harris SVP Cathy Y. Kirven T Jimmy E. Addison VP James E. Swan, IV C Sarena D. Burch DGC Lynn M. Williams S PSNC BLUE RIDGE CORPORATION, 800 Gaston Road, Building A, Gastonia, North Carolina 28056 Kevin B. Marsh P, COO, CFO 1426 Main Street, Columbia, South Carolina 29201 William B. Timmerman CH, CEO Mark R. Cannon RMO H. Thomas Arthur SVP, GC, AS James P. Hudson CCO Duane C. Harris SVP Cathy Y. Kirven T Jimmy E. Addison VP James E. Swan, IV C Sarena D. Burch DGC Lynn M. Williams S PINE NEEDLE LNG COMPANY, LLC, 2800 Post Oak Boulevard, Post Office Box 1396, Houston, Texas 77251-1396 Frank Ferazzi CH Russell Rush S PSNC CARDINAL PIPELINE COMPANY, 800 Gaston Road, Building A, Gastonia, North Carolina 28056 Kevin B. Marsh P, CFO 1426 Main Street, Columbia, South Carolina 29201 William B. Timmerman CH, CEO Mark R. Cannon RMO H. Thomas Arthur SVP, GC, AS James P. Hudson CCO Duane C. Harris SVP Cathy Y. Kirven T Kevin B. Marsh SVP, CFO James E. Swan, IV C Jimmy E. Addison VP Lynn M. Williams S Sarena D. Burch DGC CARDINAL PIPELINE COMPANY, LLC, 1915 Rexford Road, Post Office Box 33068, Charlotte, North Carolina 28233 Thomas E. Skains M 800 Gaston Road, Building A, Gastonia, North Carolina 28056 Bill Williams M 411 Fayetteville Street Mall - PEB18C5, Post Office Box 1551, Raleigh, North Carolina 27602 Terry Davis M Post Office Box 1396, Houston, Texas 77251-1396 Frank Ferazzi M SCG PIPELINE, INC., 105 New Way Road, Columbia, South Carolina 29223 George J. Bullwinkel P, COO Samuel R. Dozier VP 1426 Main Street, Columbia, South Carolina 29201 William B. Timmerman CH, CEO Mark R. Cannon RMO H. Thomas Arthur SVP, GC, AS James P. Hudson CCO Duane C. Harris SVP Cathy Y. Kirven T Kevin B. Marsh SVP, CFO James E. Swan, IV C Jimmy E. Addison VP Lynn M. Williams S Sarena D. Burch DGC DIRECTORS SCANA CORPORATION Bill L. Amick W. Hayne Hipp Amick Farms, Inc. The Liberty Corporation Route 3, HWY 178 135 South Main Street PO Box 2309 Greenville, SC 29602 Batesburg-Leesville, SC 29070-0309 Lynne M. Miller James A. Bennett Environmental Strategies Corporation First Citizens Bank 11911 Freedom Drive, Suite 900 1225 Lady Street Reston, VA 20190 Columbia, SC 29201 Maceo K. Sloan William B. Bookhart, Jr. Sloan Financial Group, Inc. P. O. Box 140 103 West Main Street, Suite 400 Elloree, SC 29047 Durham, NC 27701-3638 William C. Burkhardt Harold C. Stowe 3100 NE 48th Court, Apt. 109 Canal Holdings, LLC Lighthouse Point, FL 33064 3700 Clay Pond Road, Suite 6 Myrtle Beach, SC 29579 Elaine T. Freeman ETV Endowment of SC William B. Timmerman 401 East Kennedy St., Suite B-1 Chairman, President and Spartanburg, SC 29302 Chief Executive Officer SCANA Corporation 19-8 D. Maybank Hagood Columbia, SC 29218 William M. Bird and Co., Inc. 4210 Azalea Drive P. O. Box 20040 Charleston, SC 29413 G. Smedes York York Properties, Inc. 1900 Cameron Street P. O. Box 10007 Raleigh, NC 27605 SOUTH CAROLINA ELECTRIC & GAS COMPANY (1) Bill L. Amick W. Hayne Hipp James A. Bennett Lynne M. Miller William B. Bookhart, Jr. Maceo K. Sloan William C. Burkhardt Harold C. Stowe Elaine T. Freeman William B. Timmerman D. Maybank Hagood G. Smedes York SC COALTECH NO. 1, LP William D. Brown (3) SOUTH CAROLINA GENERATING COMPANY, INC. (1) Bill L. Amick W. Hayne Hipp James A. Bennett Lynne M. Miller William B. Bookhart, Jr. Maceo K. Sloan William C. Burkhardt Harold C. Stowe Elaine T. Freeman William B. Timmerman D. Maybank Hagood G. Smedes York SOUTH CAROLINA PIPELINE CORPORATION (1) Bill L. Amick W. Hayne Hipp James A. Bennett Lynne M. Miller William B. Bookhart, Jr. Maceo K. Sloan William C. Burkhardt Harold C. Stowe Elaine T. Freeman William B. Timmerman D. Maybank Hagood G. Smedes York C&T PIPELINE, LLC (1) Bill L. Amick W. Hayne Hipp James A. Bennett Lynne M. Miller William B. Bookhart, Jr. Maceo K. Sloan William C. Burkhardt Harold C. Stowe Elaine T. Freeman William B. Timmerman D. Maybank Hagood G. Smedes York SCANA PROPANE GAS, INC. (1) Bill L. Amick W. Hayne Hipp James A. Bennett Lynne M. Miller William B. Bookhart, Jr. Maceo K. Sloan William C. Burkhardt Harold C. Stowe Elaine T. Freeman William B. Timmerman D. Maybank Hagood G. Smedes York SCANA PROPANE SUPPLY, INC. (1) Bill L. Amick W. Hayne Hipp James A. Bennett Lynne M. Miller William B. Bookhart, Jr. Maceo K. Sloan William C. Burkhardt Harold C. Stowe Elaine T. Freeman William B. Timmerman D. Maybank Hagood G. Smedes York USA CYLINDER EXCHANGE, INC. (1) Bill L. Amick W. Hayne Hipp James A. Bennett Lynne M. Miller William B. Bookhart, Jr. Maceo K. Sloan William C. Burkhardt Harold C. Stowe Elaine T. Freeman William B. Timmerman D. Maybank Hagood G. Smedes York SCANA ENERGY MARKETING, INC. (1) Bill L. Amick W. Hayne Hipp James A. Bennett Lynne M. Miller William B. Bookhart, Jr. Maceo K. Sloan William C. Burkhardt Harold C. Stowe Elaine T. Freeman William B. Timmerman D. Maybank Hagood G. Smedes York PSNC PRODUCTION CORPORATION (1) Bill L. Amick W. Hayne Hipp James A. Bennett Lynne M. Miller William B. Bookhart, Jr. Maceo K. Sloan William C. Burkhardt Harold C. Stowe Elaine T. Freeman William B. Timmerman D. Maybank Hagood G. Smedes York SCANA PUBLIC SERVICE COMPANY, LLC. (1) Bill L. Amick W. Hayne Hipp James A. Bennett Lynne M. Miller William B. Bookhart, Jr. Maceo K. Sloan William C. Burkhardt Harold C. Stowe Elaine T. Freeman William B. Timmerman D. Maybank Hagood G. Smedes York SCANA ENERGY TRADING, LLC (6) Regard Yakou Robert G. Edwards George Fasano Fred Jager SCANA SERVICES, INC. (1) Bill L. Amick W. Hayne Hipp James A. Bennett Lynne M. Miller William B. Bookhart, Jr. Maceo K. Sloan William C. Burkhardt Harold C. Stowe Elaine T. Freeman William B. Timmerman D. Maybank Hagood G. Smedes York SCANA COMMUNICATIONS, INC. (1) Bill L. Amick W. Hayne Hipp James A. Bennett Lynne M. Miller William B. Bookhart, Jr. Maceo K. Sloan William C. Burkhardt Harold C. Stowe Elaine T. Freeman William B. Timmerman D. Maybank Hagood G. Smedes York SCANA COMMUNICATIONS HOLDINGS, INC. P. J. Winnington William B. Timmerman(1) 300 Delaware Avenue, Suite 510 Wilmington, Delaware 19801 FRC, LLC (2) George J. Bullwinkel, Jr. James Johnson Terry Metze Larry Vincent PRIMESOUTH INC. (1) Bill L. Amick W. Hayne Hipp James A. Bennett Lynne M. Miller William B. Bookhart, Jr. Maceo K. Sloan William C. Burkhardt Harold C. Stowe Elaine T. Freeman William B. Timmerman D. Maybank Hagood G. Smedes York PALMARK, INC. (1) Bill L. Amick W. Hayne Hipp James A. Bennett Lynne M. Miller William B. Bookhart, Jr. Maceo K. Sloan William C. Burkhardt Harold C. Stowe Elaine T. Freeman William B. Timmerman D. Maybank Hagood G. Smedes York SCANA RESOURCES, INC. (1) Bill L. Amick W. Hayne Hipp James A. Bennett Lynne M. Miller William B. Bookhart, Jr. Maceo K. Sloan William C. Burkhardt Harold C. Stowe Elaine T. Freeman William B. Timmerman D. Maybank Hagood G. Smedes York SERVICECARE, INC. (1) Bill L. Amick W. Hayne Hipp James A. Bennett Lynne M. Miller William B. Bookhart, Jr. Maceo K. Sloan William C. Burkhardt Harold C. Stowe Elaine T. Freeman William B. Timmerman D. Maybank Hagood G. Smedes York SCANA PROPANE STORAGE, INC. (1) Bill L. Amick W. Hayne Hipp James A. Bennett Lynne M. Miller William B. Bookhart, Jr. Maceo K. Sloan William C. Burkhardt Harold C. Stowe Elaine T. Freeman William B. Timmerman D. Maybank Hagood G. Smedes York SCANA DEVELOPMENT CORPORATION (1) Bill L. Amick W. Hayne Hipp James A. Bennett Lynne M. Miller William B. Bookhart, Jr. Maceo K. Sloan William C. Burkhardt Harold C. Stowe Elaine T. Freeman William B. Timmerman D. Maybank Hagood G. Smedes York COGEN SOUTH, LLC (4) Neville O. Lorick John D. Andrews PUBLIC SERVICE COMPANY OF NORTH CAROLINA, INCORPORATED (1) Bill L. Amick W. Hayne Hipp James A. Bennett Lynne M. Miller William B. Bookhart, Jr. Maceo K. Sloan William C. Burkhardt Harold C. Stowe Elaine T. Freeman William B. Timmerman D. Maybank Hagood G. Smedes York CLEAN ENERGY ENTERPRISES, INC. (1) Bill L. Amick W. Hayne Hipp James A. Bennett Lynne M. Miller William B. Bookhart, Jr. Maceo K. Sloan William C. Burkhardt Harold C. Stowe Elaine T. Freeman William B. Timmerman D. Maybank Hagood G. Smedes York PSNC BLUE RIDGE CORPORATION (1) Bill L. Amick W. Hayne Hipp James A. Bennett Lynne M. Miller William B. Bookhart, Jr. Maceo K. Sloan William C. Burkhardt Harold C. Stowe Elaine T. Freeman William B. Timmerman D. Maybank Hagood G. Smedes York 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 2800 Post Oak Boulevard Thomas E. Skains Houston, Texas 77251-1396 1915 Rexford Road Post Office Box 33068 Bill Williams Charlotte, North Carolina 28233 800 Gaston Road, Building A Gastonia, North Carolina 28056 PSNC CARDINAL PIPELINE COMPANY (1) Bill L. Amick W. Hayne Hipp James A. Bennett Lynne M. Miller William B. Bookhart, Jr. Maceo K. Sloan William C. Burkhardt Harold C. Stowe Elaine T. Freeman William B. Timmerman D. Maybank Hagood G. Smedes York 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 SCG PIPELINE, INC. (1) Bill L. Amick W. Hayne Hipp James A. Bennett Lynne M. Miller William B. Bookhart, Jr. Maceo K. Sloan William C. Burkhardt Harold C. Stowe Elaine T. Freeman William B. Timmerman D. Maybank Hagood G. Smedes York SOLO ENERGY CORPORATION As of December 31, 2002 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. (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 105 New Way Road, Columbia, South Carolina 29223. (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's and Marsh's business address is 1426 Main Street, Columbia, South Carolina 29201. Messrs. Reilly's and Ehle's business address is Post Office Box 985004, Fort Worth, Texas 76185-5004 (6) Mr. Fasano's business address is 105 New Way Road, Columbia, South Carolina 29223; Messrs. Yakou's 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 First Citizens Bank Executive Vice President and Director of Public Affairs Pending no action letter William C. Burkhardt Capital Bank Director 70(a) Elaine T. Freeman National Bank of South Director 70(a) Carolina Lynne M. Miller Adams National Bank Director 70(b) Maceo K. Sloan M&F Bancorp 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. During 2002, the only director remaining in the Voluntary Deferral Plan was Mr. Bennett, whose account was credited with interest of $2,567 for the year. Under the new plan, a director may elect to defer the 60% of the annual retainer fee required to be paid in stock in a hypothetical investment in SCANA Common Stock, with distribution from the plan to be ultimately payable in actual shares of SCANA Common Stock. A director may also elect to defer the 40% of the annual retainer fee not required to be paid in stock and up to 100% of meeting attendance and conference fees with distribution from the plan to be ultimately payable in either SCANA Common Stock or cash. Amounts payable in SCANA Common Stock accrue earnings during the deferral period at SCANA's dividend rate, which amount may be elected to be paid in cash when accrued or retained to invest in hypothetical shares of SCANA Common Stock. Amounts payable in cash accrue interest earnings until paid. During 2002, Ms. Miller and Messrs. Amick, Bennett, Burkhardt, Hipp, Sloan, Stowe and York 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 $500,000 to institutions of higher education designated by the director. The plan is intended to reinforce SCANA's commitment to quality higher education and to enhance its ability to attract and retain qualified board members. A portion is contributed upon retirement of the director and the remainder upon the director's death. The plan is funded in part through insurance on the lives of the directors. Designated in-state institutions of higher education must be approved by the Chief Executive Officer of SCANA. Any out-of-state designation must be approved by the Human Resources Committee. The designated institutions are reviewed on an annual basis by the Chief Executive Officer to assure compliance with the intent of the program. Summary Compensation Table --------------------------------- ----------------------------------- ------------------------------------------------------------- Annual Compensation Long-Term Compensation ------------------------------------------------------------------- Awards Payouts ------------ --------- Securities Other Underlying All Annual Option/ LTIP Other Executive Officer of Year Salary Bonus(1) Compensation(2) SARS Payouts(3) Compensation(4) --------------------- System Company Name and Principal Position ($) ($) ($) (#) ($) ($) ----------------------------------------------------------------------- -------------------- --------- ------------------ All System Companies W. B. Timmerman 2002 751,228(5) 760,949 16,435 219,200 536,884 44,614 Chairman, President and Chief 2001 660,238 17,611 129,781 60,884 - - Executive Officer - SCANA 2000 524,261 354,486 17,888 35,620 50,230 - SCANA Services & SCE&G N. O. Lorick 2002 376,538 317,808 16,958 77,816 145,487 22,132 President and Chief Operating 2001 385,252 18,701 36,711 30,611 - - Officer - SCE&G 2000 167,778 124,921 7,313 2,332 12,728 - All System Companies K. B. Marsh 2002 375,384 317,808 10,183 77,816 209,432 22,063 Senior Vice President 2001 334,234 10,554 36,711 29,097 - - and Chief Financial Officer - 2000 276,172 150,720 10,613 11,627 24,254 - SCANA SCANA Services & SCPC G. J. Bullwinkel 2002 305,332 176,628 13,993 42,341 146,345 17,860 President and Chief Operating 2001 260,812 14,248 19,142 22,878 - - Officer - South Carolina 2000 249,037 120,480 14,340 8,796 20,572 - Pipeline Corporation All System Companies H. T. Arthur 2002 297,115 191,340 15,830 42,992 146,345 17,367 Senior Vice President and 2001 270,963 16,119 19,142 23,487 - - General Counsel 2000 234,812 120,480 16,119 8,796 19,718 - SCANA and all Direct D. C. Harris 2002 240,962 146,340 9,000 33,724 72,250 13,998 Wholly-Owned Subsidiaries Senior Vice President - 2001 207,152 9,000 16,574 - 13,870 - Human Resources 2000 67,708 27,795 3,000 2,310 - 28,109 SCANA Services & SCE&G S. A. Byrne 2002 285,385 191,339 9,000 42,992 146,345 16,663 Senior Vice President-Nuclear 2001 244,232 9,285 19,142 22,064 - - Operations - SCE&G 2000 183,555 123,492 11,100 8,796 - 12,962 -------------------------------------- ------------------------------ ------ ---------------------- ------------ ----------------- (1) Payments under the Annual Incentive Plan. (2) For 2002, other annual compensation consists of automobile allowance and life insurance premiums on policies owned by named executive officers of $9,000 and $7,435 for Mr. Timmerman; $9,000 and $7,958 for Mr. Lorick; $9,000 and $1,183 for Mr. Marsh; $9,000 and $4,993 for Mr. Bullwinkel; $9,000 and $6,830 for Mr. Arthur; $9,000 and $0 for Mr. Byrne and $9,000 and $0 for Mr. Harris. (3) Payouts under Performance Share Plan. (4) For 2002 all other compensation for all named executive officers consists solely of matching contributions to defined contribution plans. (5) Reflects actual salary paid in 2002. Base salary of $761,000 became effective on February 21, 2002. Options Grants and Related Information Options/SAR Grants in Last Fiscal Year Potential Realizable Value at Assumed Annual Rates of Stock Price Individual Grants Appreciation for Option Term --------------------------------------------------------------------------------- ----------------------------- (a) (b) (c) (d) (e) (f) (g) Number of % of Total Securities Options/ Underlying SARs Options/ Granted to Exercise or SARs Employees in Base Price Expiration Name Granted (#) Fiscal Year ($/Sh) Date 5% ($) 10%($) ----------------- -------------- ----------------- --------------- -------------- -------------- -------------- W. B. Timmerman 219,200 19.63 27.52 02/21/12 3,793,734 9,614,067 N. O. Lorick 77,816 6.97 27.52 02/21/12 1,346,776 3,412,994 G. J. Bullwinkel 33,724 3.02 27.52 02/21/12 583,667 1,479,128 G. J. Bullwinkel 8,617 .77 29.60 08/01/02 160,408 406,505 K. B. Marsh 77,816 6.97 27.52 02/21/12 1,346,776 3,412,994 H. T. Arthur 42,992 3.85 27.52 02/21/12 744,070 1,885,620 S. A. Byrne 42,992 3.85 27.52 02/21/12 744,070 1,885,620 D. C. Harris 33,724 3.02 27.52 02/21/12 583,667 4,479,128 All the above options vest 33 1/3% on each of the first, second and third anniversaries of the date of the grant, February 21, 2002 and August 1, 2002, as applicable. Aggregated Option/SAR Exercises in Last Fiscal Year and FY-End Option/SAR Values (a) (d) (e) Number of Securities Value of Unexercised Underlying Unexercised In-the-Money Options/ Option/SARs AT FY-End (#) SARs at FY-End ($) (1) Exercisable/ Exercisable/ Name Unexercisable Unexercisable -------------------------------------------------------------------------------- W. B. Timmerman 67,007/317,594 $281,501/$1,122,564 N. O. Lorick 13,792,103,067 51,440/357,835 K. B. Marsh 19,988,106,166 85,274/374,752 G. J. Bullwinkel 12,245/58,034 54,414/188,531 H. T. Arthur 12,245/58,685 54,414/208,693 S. A. Byrne 12,245/58,685 54,414/208,693 D. C. Harris 7,065/45,543 24,814/157,503 (1)Based on the closing price of $30.96 per share on December 31, 2002, the last trading date of the fiscal year. Defined Benefit Plans SCANA sponsors 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. Participants 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 sponsors 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 - $474,672; Mr. Bullwinkel - $310,524; Mr. Lorick - $305,292; Mr. Marsh - $367,140; Mr. Arthur - $114,516; Mr. Harris - $108,192 and Mr. Byrne - $289,992. Termination, Severance and Change in Control Arrangements SCANA maintains an Executive Benefit Plan Trust. The purpose of the trust is to assist in retaining and attracting 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 the deferred compensation benefits of certain directors, executives and other key employees of SCANA in the event of a Change in Control (as defined in the trust). The executive officers included in the Summary Compensation Table participate in all the plans listed below which are covered by the trust. (1) SCANA Corporation Executive Deferred Compensation Plan (2) SCANA Corporation Supplemental Executive Retirement Plan (3) SCANA Corporation Long-Term Equity Compensation Plan (4) SCANA Corporation Annual Incentive Plan (5) SCANA Corporation Key Executive Severance Benefits Plan (6) SCANA Corporation 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 the 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 payable 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 under the Supplementary Key Executive Severance Benefits Plan would be the same except that the benefits payable with respect to the Executive Deferred Compensation Plan would be increased by the prime rate published in the Wall Street Journal most nearly preceding the date of the Change in Control, plus 3%, calculated until the end of the month preceding the month in which the benefits are distributed. SHARE OWNERSHIP OF DIRECTORS, NOMINEES AND EXECUTIVE OFFICERS In general, "beneficial ownership" includes those shares a director or executive officer has the power to vote or transfer. On February 28, 2003 the directors and executive officers of SCANA and SCE&G as a group (20 and 19 persons, respectively) beneficially owned, in the aggregate, 725,463 and 662,150 shares, respectively, of SCANA Common Stock, including 467,027 and 434,229, respectively, shares subject to currently exercisable options and options that will become exercisable within 60 days (approximately 0.7% and 0.6%, respectively, of the shares outstanding and entitled to vote at SCANA's 2003 Annual Meeting of Shareholders). The following table lists shares beneficially owned on February 28, 2003 by each director and each person 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 11,048 H.T. Arthur 51,343 J. A. Bennett 2,366 W. B. Bookhart, Jr. 22,565 G. J. Bullwinkel 63,313 W. C. Burkhardt 12,143 S. A. Byrne 41,814 E. T. Freeman 6,703 D. M. Hagood 850 D. C. Harris 25,537 W. H. Hipp 4,897 N. O. Lorick 69,456 K. B. Marsh 79,126 L. M. Miller 3,480 M. K. Sloan 4,317 H. C. Stowe 4,299 W. B. Timmerman 251,584 G. S. York 11,727 ------------------------------------------------------------------------------ *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 or named executive officers, as follows: Mr. Amick-480; Mr. Bookhart-6,335; and by all directors and executive officers 6,815 in total. (2) Includes shares purchased through February 28, 2003, 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 28, 2003, each of the following directors had acquired under the plan, the number of hypothetical shares following his or her name: Messrs. Amick-5,044; Bennett-5,715; Burkhardt-5,939; Hagood-1,988; Hipp-5,327; Sloan-5,218; Stowe-5,022 and York-5,567 and Ms. Miller-5,718. (4) Includes shares subject to currently exercisable options and options that will become exercisable within 60 days in the following amounts: Messrs. Timmerman-195,208; Arthur-35,888; Bullwinkel-32,798; Lorick-52,745; Marsh-62,040; Byrne-35,888 and Harris- 23,830. (5) Hypothetical shares acquired under the SCANA Executive Deferred Compensation Plan are not included in the above table. As of February 28, 2003, each of the following officers had acquired under the plan, the number of hypothetical shares following his name: Messrs. Timmerman-18,681; Arthur-2,806; Bullwinkel-4,017; Marsh-4,394; Harris-2,182; Lorick-2,531 and Byrne- 1,484. (c) Contracts and transactions with system companies: During 2002, SCANA paid $63,911 (including the value of nonutility in-kind services provided by SCANA) to subsidiaries of The Liberty Corporation for advertising expenses. SCANA's management believes that these services, the majority of which were arranged through the use of an independent third-party advertising agency, were provided at competitive market rates. Mr. Hipp is Chairman and Chief Executive Officer and a director of The Liberty Corporation. It is anticipated that similar transactions will occur in the future. (d) Indebtedness to system companies: None (e) Participation in bonus and profit-sharing arrangements and other benefits: 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 2002 compensation follows. Program Elements During 2002, executive compensation consisted primarily of three key components: base salary, short-term incentive compensation (Annual Incentive Plan) and long-term incentive compensation (Long-Term Equity Compensation and Performance Share Plan). Compensation levels 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. Some of the companies listed in the SCANA Corporation 2003 Proxy Statement under the caption "Performance Graph" are included in the market comparator group. We do not include all of the peer group utility companies in the market comparator group because we believe that SCANA's competition for executives does not include all of those companies and includes other utilities, smaller telecommunications companies and general industry companies. For 2002, all elements of executive compensation, with the exception of 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. 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 Human Resources 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's Annual Incentive Plan for its officers and officers of its subsidiaries promotes SCANA's pay-for-performance philosophy, as well as its goal of having a meaningful amount of executive pay "at-risk." Through this plan, financial incentives are provided in the form of annual cash bonuses. Executives eligible for this plan 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 Human Resources Committee determines that actual results warrant a lower payout. For 2002, the Annual Incentive Plan placed equal emphasis on achieving profitability targets and meeting annual business objectives relating to such matters as efficiency, quality of service, customer satisfaction and progress toward SCANA's strategic objectives. The plan allows for an adjustment of an award based upon an evaluation of individual performance. Each award may be increased or decreased by no more than 20% based on the individual performance evaluation, but in no case may an award exceed the maximum payout of 1.5 times target. Due to SCANA's accomplishment of its profitability targets and meeting its annual business objectives for 2002, participants in the plan received payouts for 2002. 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 opportunities provides the appropriate focus for those officers and other key employees who are charged with the responsibility for managing SCANA and achieving success for its 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 2002, awards under the Long-Term Equity Compensation Plan consisted exclusively of nonqualified stock option grants. Nonqualified Stock Option Awards The nonqualified stock options granted in 2002 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. Each option has a 10 year term and becomes 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. 2002 Payouts under Performance Share Plan Prior to the adoption of the Long-Term Equity Compensation Plan, long-term compensation awards were made under SCANA's Performance Share Plan. The last awards under that plan were made in 2000. Under target awards made in 2000 for the 2000-2002 performance period, payouts were to occur if SCANA's total shareholder return ("TSR") was in the top two-thirds of the peer group over the period. TSR is stock price increase over the period, plus cash dividends paid during that period, divided by stock price as of the beginning of the period. The peer group includes SCANA and 61 other electric and gas utilities listed in SCANA Corporation's 2003 Proxy Statement, none of which have annual revenues of less than $100 million. Under the terms of the 2000 awards, executives were to earn threshold payouts of 0.4 times target at the 33rd percentile of three-year performance, target payouts at the 50th percentile and maximum payouts at 1.5 times target if SCANA's TSR was at or above the 75th percentile. No payouts were to be earned if performance was at less than the 33rd percentile. For the three-year performance period 2000-2002, SCANA's TSR was at the 62nd percentile of the peer group. This resulted in payouts being made a 124% of target for the period. 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. Certain performance-based compensation approved by shareholders is not subject to the deduction limit. SCANA's Long-Term Equity Compensation Plan is qualified so that most performance-based awards under that plan constitute compensation not subject to Section 162(m). To maintain flexibility in compensating executive officers in a manner designed to promote various corporate goals, the committees responsible for compensation matters have not adopted a policy that all compensation must be deductible. 2002 Compensation of Chief Executive Officer For 2002, Mr. Timmerman's compensation consisted of the following: o Base salary of $761,000 derived by reference to executive pay for the market group described. The salary increase of $84,700 from $676,300 to $761,000 was based on his responsibilities as Chairman, President and Chief Executive Officer, external pay practices and the Human Resources 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 For the year 2002, Mr. Timmerman's Annual Incentive Plan target award was 75% of the control point for his salary grade. Mr. Timmerman's 2002 award was based on three factors: SCANA EPS, achievement of strategic plan objectives and the Human Resources Committee's subjective assessment of his individual performance. Performance in these factors resulted in Mr. Timmerman receiving a payout of 120% of target. o As discussed above, SCANA's results relative to the peer group for the 2000-2002 performance period were at the 62nd percentile, resulting in a payout of 124% of target under the Performance Share Plan. o In 2002, Mr. Timmerman's Long-Term Equity Compensation Plan target award was set at 125% of the control point for his salary grade. This resulted in a target award of 219,200 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. Long-Term Equity Compensation Human Resources Committee Plan Committee W. C. Burkhardt* W. C. Burkhardt* B. L. Amick B. L. Amick W. B. Bookhart, Jr. J. A. Bennett M. K. Sloan W. B. Bookhart, Jr. H. C. Stowe E. T. Freeman D. M. Hagood L. M. Miller M. K. Sloan H. C. Stowe G. S. York ----------- * Chairman of the Committee 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, 2002 through October 31, 2003. .. 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 ------------------------------------------------------------------------- ------------------------------------------------------------------------- CONGRESSIONAL BLACK CAUCUS AND LEADERSHIP INSTITUTE $50,000 SC DEMOCRATIC PARTY BUILDING FUND 20,000 SC REPUBLICAN PARTY BUILDING FUND 30,000 SCANA and its subsidiaries have established political action committees and have incurred, in connection with the provisions of the Federal Election Campaign Act, certain costs for the administration of such committees. (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 $30,000 SCANA BOB MCALLISTER AND ASSOCIATES PUBLIC RELATIONS 921 60,000 SCANA ADVISORY BOARDS CITIZENS ADVISORY GROUP 821 30,000 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 CHAMPIONS FOR EDUCATION SPONSORSHIP 921 26,000 SCANA CITY CENTER PARTNERSHIP CONTRIBUTION 921 29,336 SCANA CITIZENS FOR COMMINITY IMPROVEMENT SUPPORT 426 25,000 SCANA CLEMSON UNIVERSITY FOUNDATION SUPPORT 921 10,000 SCANA NORTH AUGUSTA 2000 SUPPORT 921 10,000 SCANA SC DEPT OF COMMERCE SUPPORT 921 50,000 SCANA SC EXPORT CONSORTIUM SUPPORT & CIVIC ACTIVITY 921 25,000 SCANA MISC - 55 ITEMS LESS THAN $10,000 COMMUNITY DEV. EDUC & CIVIC ACTIVITY 921 97,010 ITEM 8. SERVICE, SALES AND CONSTRUCTION CONTRACTS Part I Serving Receiving Compensation Contract In Effect at Transaction Company Company (in Thousands) Date December 31, 2002 ---------------------------------------------- -------------- --------------- --------------------- --------------------- ---------------------------------------------- -------------- --------------- --------------------- --------------------- (Note) SCE&G SCPC * (Note) Yes (Note) SCE&G SEMI * (Note) Yes (Note) SCE&G SEGA * (Note) Yes (Note) SCE&G SCI * (Note) Yes (Note) SCE&G PSI * (Note) Yes (Note) SCE&G SVCI * (Note) Yes (Note) SEMI SCE&G 2,452 (Note) Yes (Note) SEMI PSNC 2,697 (Note) Yes (Note) SEMI SCPC * (Note) Yes (Note) PSNC SEMI * (Note) Yes (Note) PSNC SCPC * (Note) Yes (Note) PSNC SCE&G * (Note) Yes (Note) SCPC SCE&G 173 (Note) Yes (Note) SCPC SEMI 162 (Note) Yes (Note) SCPC PSNC * (Note) Yes (Note) SCPC SVCI * (Note) Yes (Note) SCPC SCI * (Note) Yes Carolina Research Park rent SCE&G PSI * Aug 2002-2007 Yes Palmetto Center rent SCE&G SCI 196 Jan-Dec 2002 Yes Site leases and related operating SCE&G SCI * Jan-Dec 2002 Yes agreements Leeds Avenue rent SCE&G SVCI * Jul 1999-Jun 2019 Yes Service agreement SCE&G SVCI * Nov 2000-Oct 2003 Yes Site lease GENCO SCI * Sep-Dec 2002 Yes Dark fiber lease SCI SCE&G 1,463 Jan-Dec 2002 Yes Tower space rent SCI SCE&G * Jan-Dec 2002 Yes Tower space rent SCI SCPC * Jan-Dec 2002 Yes Maintenance contract PSI SCE&G 4,406 Jan 1998-Sep 2005 Yes Rental of Facility SDC SCE&G 121 Aug 2002-2007 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 32 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 Operations 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 Operations 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, 2002 (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 $5,474 $4,249 $190 $38 OTHER PROPERTY AND INVESTMENTS, NET OF ACCUMULATED DEPRECIATION 326 25 - - CURRENT ASSETS: CASH AND TEMPORARY INVESTMENTS 397 115 - - OTHER CURRENT ASSETS 763 321 22 61 TOTAL CURRENT ASSETS 1,160 436 22 61 DEFERRED DEBITS 794 743 9 - TOTAL $7,754 $5,453 $221 $99 CAPITALIZATION & LIABILITIES STOCKHOLDERS' INVESTMENT: COMMON EQUITY (DEFICIT) $2,177 $1,966 $45 $- PREFERRED STOCK (NOT SUBJECT TO PURCHASE OR SINKING FUNDS) 106 106 - - TOTAL STOCKHOLDERS' INVESTMENT 2,283 2,072 45 - PREFERRED STOCK (SUBJECT TO PURCHASE OR SINKING FUNDS) 9 9 - - TRUST-PREFERRED SECURITIES 50 50 - - LONG-TERM DEBT, NET 2,834 1,534 70 - TOTAL CAPITALIZATION (DEFICIT) 5,176 3,665 115 - CURRENT LIABILITIES 1,239 646 56 101 DEFERRED CREDITS 1,339 1,142 50 (2) TOTAL $7,754 $5,453 $221 $99 SCANA CORPORATION CONDENSED CONSOLIDATING BALANCE SHEET DECEMBER 31, 2002 (MILLIONS OF DOLLARS) SCG SCANA SCANA SOUTH CAROLINA PIPELINE, DEVELOPMENT COMMUNICATIONS, PIPELINE CORP. INC. CORPORATION INC. ASSETS UTILITY PLANT, NET OF ACCUMULATED DEPRECIATION $204 $6 $- $- OTHER PROPERTY AND INVESTMENTS, NET OF ACCUMULATED DEPRECIATION - - 3 196 CURRENT ASSETS: CASH AND TEMPORARY INVESTMENTS 3 - 1 193 OTHER CURRENT ASSETS 91 - - 2 TOTAL CURRENT ASSETS 94 - 1 195 DEFERRED DEBITS 15 - 3 - TOTAL $313 $6 $7 $391 CAPITALIZATION & LIABILITIES STOCKHOLDERS' INVESTMENT: COMMON EQUITY (DEFICIT) $110 $- $3 $203 PREFERRED STOCK (NOT SUBJECT TO PURCHASE OR SINKING FUNDS) - - - - TOTAL STOCKHOLDERS' INVESTMENT 110 - 3 203 PREFERRED STOCK (SUBJECT TO PURCHASE OR SINKING FUNDS) - - - - TRUST-PREFERRED SECURITIES - - - - LONG-TERM DEBT, NET 38 - - - TOTAL CAPITALIZATION (DEFICIT) 148 - 3 203 CURRENT LIABILITIES 125 6 4 206 DEFERRED CREDITS 40 - - (18) TOTAL $313 $6 $7 $391 SCANA CORPORATION CONDENSED CONSOLIDATING BALANCE SHEET DECEMBER 31, 2002 (MILLIONS OF DOLLARS) PRIMESOUTH, SCANA ENERGY SCANA ASSETS INC. MARKETING, INC. RESOURCES UTILITY PLANT, NET OF ACCUMULATED DEPRECIATION $- $- $- OTHER PROPERTY AND INVESTMENTS, NET OF ACCUMULATED DEPRECIATION 11 8 - CURRENT ASSETS: CASH AND TEMPORARY INVESTMENTS 3 19 - OTHER CURRENT ASSETS 6 146 1 TOTAL CURRENT ASSETS 9 165 1 DEFERRED DEBITS - 1 - TOTAL $20 $174 $1 CAPITALIZATION & LIABILITIES STOCKHOLDERS' INVESTMENT: COMMON EQUITY (DEFICIT) $10 $(8) $1 PREFERRED STOCK (NOT SUBJECT TO PURCHASE OR SINKING FUNDS) - - - TOTAL STOCKHOLDERS' INVESTMENT 10 (8) 1 PREFERRED STOCK (SUBJECT TO PURCHASE OR SINKING FUNDS) - - - TRUST-PREFERRED SECURITIES - - - LONG-TERM DEBT, NET - - - TOTAL CAPITALIZATION (DEFICIT) 10 (8) 1 CURRENT LIABILITIES 8 182 - DEFERRED CREDITS 2 - - TOTAL $20 $174 $1 SCANA CORPORATION CONDENSED CONSOLIDATING BALANCE SHEET DECEMBER 31, 2002 (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 - - - 3,269 CURRENT ASSETS: CASH AND TEMPORARY INVESTMENTS - 2 - 60 OTHER CURRENT ASSETS - 2 - 56 TOTAL CURRENT ASSETS - 4 - 116 DEFERRED DEBITS - - - 15 TOTAL $- $4 $- $3,400 CAPITALIZATION & LIABILITIES STOCKHOLDERS' INVESTMENT: COMMON EQUITY (DEFICIT) $- $1 $- $2,177 PREFERRED STOCK (NOT SUBJECT TO PURCHASE OR SINKING FUNDS) - - - - TOTAL STOCKHOLDERS' INVESTMENT - 1 - 2,177 PREFERRED STOCK (SUBJECT TO PURCHASE OR SINKING FUNDS) - - - - TRUST-PREFERRED SECURITIES - - - - LONG-TERM DEBT, NET - - - 930 TOTAL CAPITALIZATION (DEFICIT) - 1 - 3,107 CURRENT LIABILITIES - 2 - 276 DEFERRED CREDITS - 1 - 17 TOTAL $- $4 $- $3,400 SCANA CORPORATION CONDENSED CONSOLIDATING BALANCE SHEET DECEMBER 31, 2002 (MILLIONS OF DOLLARS) PUBLIC SERVICE COMPANY OF NORTH SCANA CAROLINA, ASSETS SERVICES, INC. INCORPORATED ELIMINATIONS UTILITY PLANT, NET OF ACCUMULATED DEPRECIATION $- $787 $- OTHER PROPERTY AND INVESTMENTS, NET OF ACCUMULATED DEPRECIATION 41 28 (3,255) CURRENT ASSETS: CASH AND TEMPORARY INVESTMENTS - 1 - OTHER CURRENT ASSETS 49 164 (158) TOTAL CURRENT ASSETS 49 165 (158) DEFERRED DEBITS 2 41 (35) TOTAL $92 $1,021 $(3,448) CAPITALIZATION & LIABILITIES STOCKHOLDERS' INVESTMENT: COMMON EQUITY (DEFICIT) $487 $6 $(2,824) PREFERRED STOCK (NOT SUBJECT TO PURCHASE OR SINKING FUNDS) - - - TOTAL STOCKHOLDERS' INVESTMENT 6 487 (2,824) PREFERRED STOCK (SUBJECT TO PURCHASE OR SINKING FUNDS) - - - TRUST-PREFERRED SECURITIES - - - LONG-TERM DEBT, NET 1 286 (25) TOTAL CAPITALIZATION (DEFICIT) 7 773 (2,849) CURRENT LIABILITIES 67 124 (564) DEFERRED CREDITS 18 124 (35) TOTAL $1,021 $92 $(3,448) SOUTH CAROLINA ELECTRIC & GAS COMPANY CONDENSED CONSOLIDATING BALANCE SHEET DECEMBER 31, 2002 (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 $4,287 $4,249 $38 $- OTHER PROPERTY AND INVESTMENTS, NET OF ACCUMULATED DEPRECIATION 25 25 - - CURRENT ASSETS: CASH AND TEMPORARY INVESTMENTS 115 115 - - OTHER CURRENT ASSETS 382 321 61 - TOTAL CURRENT ASSETS 497 436 61 - DEFERRED DEBITS 743 743 - - TOTAL $5,552 $5,453 $99 $- CAPITALIZATION & LIABILITIES STOCKHOLDERS' INVESTMENT: COMMON EQUITY $1,966 $1,966 $- $- PREFERRED STOCK (NOT SUBJECT TO PURCHASE OR SINKING FUNDS) 106 106 - - TOTAL STOCKHOLDERS' INVESTMENT 2,072 2,072 - - PREFERRED STOCK (SUBJECT TO PURCHASE OR SINKING FUNDS) 9 9 - - TRUST-PREFERRED SECURITIES 50 50 - - LONG-TERM DEBT, NET 1,534 1,534 - - TOTAL CAPITALIZATION 3,665 3,665 - - CURRENT LIABILITIES 747 646 101 - DEFERRED CREDITS 1,140 1,142 (2) - TOTAL $5,552 $5,453 $99 $- SOUTH CAROLINA ELECTRIC & GAS COMPANY CONDENSED CONSOLIDATING BALANCE SHEET DECEMBER 31, 2002 (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 $4,249 $4,249 $- $- OTHER PROPERTY AND INVESTMENTS, NET OF ACCUMULATED DEPRECIATION 25 27 51 (53) CURRENT ASSETS: CASH AND TEMPORARY INVESTMENTS 115 115 - - OTHER CURRENT ASSETS 321 321 - - TOTAL CURRENT ASSETS 436 436 - - DEFERRED DEBITS 743 743 - - TOTAL $5,453 $5,455 $51 $(53) CAPITALIZATION & LIABILITIES STOCKHOLDERS' INVESTMENT: COMMON EQUITY $1,966 $1,966 $1 $(1) PREFERRED STOCK (NOT SUBJECT TO PURCHASE OR SINKING FUNDS) 106 106 - - TOTAL STOCKHOLDERS' INVESTMENT 2,072 2,072 1 (1) PREFERRED STOCK (SUBJECT TO PURCHASE OR SINKING FUNDS) 9 9 - - TRUST-PREFERRED SECURITIES 50 - 50 - LONG-TERM DEBT, NET 1,534 1,586 - (52) TOTAL CAPITALIZATION 3,665 3,667 51 (53) CURRENT LIABILITIES 646 646 - - DEFERRED CREDITS 1,142 1,142 - - TOTAL $5,453 $5,455 $51 $(53) PUBLIC SERVICE COMPANY OF NORTH CAROLINA, INCORPORATED CONDENSED CONSOLIDATING BALANCE SHEET DECEMBER 31, 2002 (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 $787 $787 $- OTHER PROPERTY AND INVESTMENTS, NET OF ACCUMULATED DEPRECIATION 28 28 - CURRENT ASSETS: CASH AND TEMPORARY INVESTMENTS 1 1 - OTHER CURRENT ASSETS 167 164 3 TOTAL CURRENT ASSETS 168 165 3 DEFERRED DEBITS 41 41 - TOTAL $1,024 $1,021 $3 CAPITALIZATION & LIABILITIES STOCKHOLDERS' INVESTMENT: COMMON EQUITY $487 $487 $- PREFERRED STOCK (NOT SUBJECT TO PURCHASE OR SINKING FUNDS) TOTAL STOCKHOLDERS' INVESTMENT 487 487 - PREFERRED STOCK (SUBJECT TO PURCHASE OR SINKING FUNDS) TRUST-PREFERRED SECURITIES LONG-TERM DEBT, NET 286 286 - TOTAL CAPITALIZATION 773 773 - CURRENT LIABILITIES 127 124 3 DEFERRED CREDITS 124 124 - TOTAL $1,024 $1,021 $3 PUBLIC SERVICE COMPANY OF NORTH CAROLINA, INCORPORATED CONDENSED CONSOLIDATING BALANCE SHEET DECEMBER 31, 2002 (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 $787 $787 $- OTHER PROPERTY AND INVESTMENTS, NET OF ACCUMULATED DEPRECIATION 28 24 8 CURRENT ASSETS: CASH AND TEMPORARY INVESTMENTS 1 1 - OTHER CURRENT ASSETS 164 164 - TOTAL CURRENT ASSETS 165 165 - DEFERRED DEBITS 41 41 - TOTAL $1,021 $1,017 $8 CAPITALIZATION & LIABILITIES STOCKHOLDERS' INVESTMENT: COMMON EQUITY $487 $487 $3 TOTAL STOCKHOLDERS' INVESTMENT 487 487 3 LONG-TERM DEBT, NET 286 286 3 TOTAL CAPITALIZATION 773 773 6 CURRENT LIABILITIES 124 122 1 DEFERRED CREDITS 124 122 1 TOTAL $1,021 $1,017 $8 PUBLIC SERVICE COMPANY OF NORTH CAROLINA, INCORPORATED CONDENSED CONSOLIDATING BALANCE SHEET DECEMBER 31, 2002 (MILLIONS OF DOLLARS) CLEAN PSNC ENERGY CARDINAL ELIMINATIONS ASSETS UTILITY PLANT, NET OF ACCUMULATED DEPRECIATION $- $- $- OTHER PROPERTY AND INVESTMENTS, NET OF ACCUMULATED DEPRECIATION - 19 (23) CURRENT ASSETS: CASH AND TEMPORARY INVESTMENTS - - - OTHER CURRENT ASSETS - - - TOTAL CURRENT ASSETS - - - DEFERRED DEBITS - - - TOTAL $- $19 $(23) CAPITALIZATION & LIABILITIES STOCKHOLDERS' INVESTMENT: COMMON EQUITY $- $7 $(10) TOTAL STOCKHOLDERS' INVESTMENT - 7 (10) LONG-TERM DEBT, NET - 10 (13) TOTAL CAPITALIZATION - 17 (23) CURRENT LIABILITIES - 1 - DEFERRED CREDITS - 1 - TOTAL $- $19 $(23) SCANA ENERGY MARKETING, INC. CONDENSED CONSOLIDATING BALANCE SHEET FOR THE YEAR ENDED DECEMBER 31, 2002 (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 8 8 - - - CURRENT ASSETS: CASH AND TEMPORARY INVESTMENTS 19 7 12 - - OTHER CURRENT ASSETS 146 142 20 - (16) TOTAL CURRENT ASSETS 165 149 32 - (16) DEFERRED DEBITS 1 1 - - - TOTAL 174 158 32 - (16) CAPITALIZATION & LIABILITIES STOCKHOLDERS' INVESTMENT: COMMUNITY EQUITY (8) (8) 16 - (16) PREFERRED STOCK (NOT SUBJECT TO PURCHASE OR SINKING FUNDS) TOTAL STOCKHOLDERS' INVESTMENT (8) (8) 16 - (16) PREFERRED STOCK (SUBJECT TO PURCHASE OR SINKING FUNDS TRUST PREFERRED SECURITIES LONG-TERM DEBT, NET TOTAL CAPITALIZATION (8) (8) 16 - (16) CURRENT LIABILITIES 182 166 16 - - DEFERRED CREDITS - - - - - TOTAL 174 158 32 - (16) SCANA CORPORATION CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND RETAINED EARNINGS FOR THE YEAR ENDED DECEMBER 31, 2002 (MILLIONS OF DOLLARS) SOUTH CAROLINA SCANA ELECTRIC & GAS SOUTH CAROLINA SOUTH CAROLINA CORPORATION COMPANY GENERATING FUEL CONSOLIDATED CONSOLIDATED COMPANY, INC. COMPANY, INC. OPERATING REVENUES $2,954 $1,683 $109 $216 OPERATING EXPENSES: OPERATING EXPENSES 2,220 1,095 87 214 DEPRECIATION AND AMORTIZATION 220 171 8 - TOTAL OPERATING EXPENSES 2,440 1,266 95 214 OPERATING INCOME 514 417 14 2 OTHER INCOME (LOSS) (180) 37 - - INCOME (LOSS) BEFORE INTEREST CHARGES, INCOME TAXES AND PREFERRED STOCK DIVIDENDS 334 454 14 2 INTEREST CHARGES, NET 199 118 6 2 INCOME (LOSS) BEFORE INCOME TAXES AND MANDATORILY REDEEMABLE PREFERRED SECURITIES 135 336 8 - INCOME TAX EXPENSE (BENEFIT) 36 113 3 - INCOME (LOSS) BEFORE MANDATORILY REDEEMABLE PREFERRED SECURITIES 99 223 5 - PREFERRED DIVIDEND REQUIREMENT OF COMPANY --OBLIGATED MANDATORILY REDEEMABLE PREFERRED SECURITIES 4 4 - - PREFERRED STOCK CASH DIVIDENDS 7 7 - - INCOME (LOSS) BEFORE CUMULATIVE EFFECT OF ACCOUNTING CHANGE 88 212 5 - CUMULATIVE EFFECT OF ACCOUNTING CHANGE (230) - - - NET INCOME (LOSS) (142) 212 5 - RETAINED EARNINGS (ACCUMULATED DEFICIT) AT BEGINNING OF YEAR 1,264 709 21 - COMMON STOCK CASH DIVIDENDS DECLARED (138) (153) (4) - OTHER - - - - RETAINED EARNINGS (ACCUMULATED DEFICIT) AT END OF YEAR 984 768 22 - NET INCOME (LOSS) (142) WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING (MILLIONS) 106 EARNINGS (LOSS) PER SHARE OF COMMON STOCK $(1.34) SCANA CORPORATION CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND RETAINED EARNINGS FOR THE YEAR ENDED DECEMBER 31, 2002 (MILLIONS OF DOLLARS) SOUTH CAROLINA SCG SCANA SCANA PIPELINE CORP. PIPELINE, DEVELOPMENT COMMUNICATIONS, PRIMESOUTH, INC. CONSOLIDATED INC. CORPORATION INC. CONSOLIDATED OPERATING REVENUES $479 $- $- $- $- OPERATING EXPENSES: OPERATING EXPENSES 467 - - - - DEPRECIATION AND AMORTIZATION 6 - - - - TOTAL OPERATING EXPENSES 473 - - - - OPERATING INCOME 6 - - - - OTHER INCOME (LOSS) 2 - - (234) 11 INCOME (LOSS) BEFORE INTEREST CHARGES, INCOME TAXES AND PREFERRED STOCK DIVIDENDS 8 - - (234) 11 INTEREST CHARGES, NET 5 - - 11 - INCOME (LOSS) BEFORE INCOME TAXES AND MANDATORILY REDEEMABLE PREFERRED SECURITIES 3 - - (245) 11 INCOME TAX EXPENSE (BENEFIT) - - - (85) 4 INCOME (LOSS) BEFORE MANDATORILY REDEEMABLE PREFERRED SECURITIES 3 - - (160) 7 PREFERRED DIVIDEND REQUIREMENT OF COMPANY --OBLIGATED MANDATORILY REDEEMABLE PREFERRED SECURITIES - - - - - PREFERRED STOCK CASH DIVIDENDS - - - - - INCOME (LOSS) BEFORE CUMULATIVE EFFECT OF ACCOUNTING CHANGE 3 - - (160) 7 CUMULATIVE EFFECT OF ACCOUNTING CHANGE - - - - - NET INCOME (LOSS) 3 - - (160) 7 RETAINED EARNINGS (ACCUMULATED DEFICIT) AT BEGINNING OF YEAR 55 - (1) 328 (6) COMMON STOCK CASH DIVIDENDS DECLARED (5) - - (10) (1) OTHER - - - - - RETAINED EARNINGS (ACCUMULATED DEFICIT) AT END OF YEAR 53 - (1) 158 - SCANA CORPORATION CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND RETAINED EARNINGS FOR THE YEAR ENDED DECEMBER 31, 2002 (MILLIONS OF DOLLARS) SCANA SCANA ENERGY SCANA PETROLEUM MARKETING INC. RESOURCES RESOURCES, INC. OPERATING REVENUES $696 $- $- OPERATING EXPENSES: OPERATING EXPENSES 672 - - DEPRECIATION AND AMORTIZATION 1 - - TOTAL OPERATING EXPENSES 673 - - OPERATING INCOME 23 - - OTHER INCOME (LOSS) - - (1) INCOME BEFORE INTEREST CHARGES, INCOME TAXES AND PREFERRED STOCK DIVIDENDS 23 - (1) INTEREST CHARGES, NET 4 - - INCOME (LOSS) BEFORE INCOME TAXES AND MANDATORILY REDEEMABLE PREFERRED SECURITIES 19 - (1) INCOME TAX EXPENSE 5 - - INCOME (LOSS) BEFORE MANDATORILY REDEEMABLE PREFERRED SECURITIES 14 - (1) PREFERRED DIVIDEND REQUIREMENT OF COMPANY --OBLIGATED MANDATORILY REDEEMABLE PREFERRED SECURITIES - - - PREFERRED STOCK CASH DIVIDENDS - - - INCOME (LOSS) BEFORE CUMULATIVE EFFECT OF ACCOUNTING CHANGE 14 - (1) CUMULATIVE EFFECT OF ACCOUNTING CHANGE - - - NET INCOME 14 - (1) RETAINED EARNINGS (ACCUMULATED DEFICIT) AT BEGINNING OF YEAR (59) (5) (94) COMMON STOCK CASH DIVIDENDS DECLARED - - - OTHER - - - RETAINED EARNINGS (ACCUMULATED DEFICIT) AT END OF YEAR (45) (5) (95) SCANA CORPORATION CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND RETAINED EARNINGS FOR THE YEAR ENDED DECEMBER 31, 2002 (MILLIONS OF DOLLARS) SERVICECARE, SCANA PROPANE SCANA SCANA INC. STORAGE, INC. CORPORATION SERVICES, INC. OPERATING REVENUES $- $- $- $282 OPERATING EXPENSES: OPERATING EXPENSES - - - 272 DEPRECIATION AND AMORTIZATION - - - 4 TOTAL OPERATING EXPENSES - - - 276 OPERATING INCOME - - - 6 OTHER INCOME (LOSS) 3 - (103) (3) INCOME BEFORE INTEREST CHARGES, INCOME TAXES AND PREFERRED STOCK DIVIDENDS 3 - (103) 3 INTEREST CHARGES, NET - - 57 3 INCOME (LOSS) BEFORE INCOME TAXES AND MANDATORILY REDEEMABLE PREFERRED SECURITIES 3 - (160) - INCOME TAX EXPENSE (BENEFIT) 1 - (18) - INCOME (LOSS) BEFORE MANDATORILY REDEEMABLE PREFERRED SECURITIES 2 - (142) - PREFERRED DIVIDEND REQUIREMENT OF COMPANY --OBLIGATED MANDATORILY REDEEMABLE PREFERRED SECURITIES - - - - PREFERRED STOCK CASH DIVIDENDS - - - - INCOME (LOSS) BEFORE CUMULATIVE EFFECT OF ACCOUNTING CHANGE 2 - (142) - CUMULATIVE EFFECT OF ACCOUNTING CHANGE - - - - NET INCOME (LOSS) 2 - (142) - RETAINED EARNINGS (ACCUMULATED DEFICIT) AT BEGINNING OF YEAR (5) - 1,264 - COMMON STOCK CASH DIVIDENDS DECLARED (3) - (138) - OTHER - - - - RETAINED EARNINGS (ACCUMULATED DEFICIT) AT END OF YEAR (6) - 984 - SCANA CORPORATION CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND RETAINED EARNINGS FOR THE YEAR ENDED DECEMBER 31, 2002 (MILLIONS OF DOLLARS) PUBLIC SERVICE COMPANY OF NORTH CAROLINA, INCORPORATED ELIMINATIONS OPERATING REVENUES $356 $(867) OPERATING EXPENSES: OPERATING EXPENSES 267 (854) DEPRECIATION AND AMORTIZATION 35 (5) TOTAL OPERATING EXPENSES 302 (859) OPERATING INCOME 54 (8) OTHER INCOME 3 105 INCOME BEFORE INTEREST CHARGES, INCOME TAXES AND PREFERRED STOCK DIVIDENDS 57 97 INTEREST CHARGES, NET 21 (28) INCOME BEFORE INCOME TAXES AND MANDATORILY REDEEMABLE PREFERRED SECURITIES 36 125 INCOME TAX EXPENSE 13 - INCOME BEFORE MANDATORILY REDEEMABLE PREFERRED SECURITIES 23 125 PREFERRED DIVIDEND REQUIREMENT OF COMPANY --OBLIGATED MANDATORILY REDEEMABLE PREFERRED SECURITIES - - PREFERRED STOCK CASH DIVIDENDS - - INCOME BEFORE CUMULATIVE EFFECT OF ACCOUNTING CHANGE 23 125 CUMULATIVE EFFECT OF ACCOUNTING CHANGE (230) - NET INCOME (LOSS) (207) 125 RETAINED EARNINGS (ACCUMULATED DEFICIT) AT BEGINNING OF YEAR 9 (952) COMMON STOCK CASH DIVIDENDS DECLARED - 176 OTHER - - RETAINED EARNINGS (ACCUMULATED DEFICIT) AT END OF YEAR (198) (651) SOUTH CAROLINA ELECTRIC & GAS COMPANY CONDENSED CONSOLIDATING STATEMENT OF INCOME AND RETAINED EARNINGS FOR THE YEAR ENDED DECEMBER 31, 2002 (MILLIONS OF DOLLARS) SOUTH CAROLINA SOUTH CAROLINA ELECTRIC & GAS ELECTRIC & GAS SOUTH CAROLINA COMPANY COMPANY FUEL 10-K CONSOLIDATED COMPANY, INC. ELIMINATIONS OPERATING REVENUES $1,683 $1,683 $216 $(216) OPERATING EXPENSES: OPERATING EXPENSES 1,095 1,095 214 (214) DEPRECIATION AND AMORTIZATION 171 171 - - TOTAL OPERATING EXPENSES 1,266 1,266 214 (214) OPERATING INCOME 417 417 2 (2) OTHER INCOME 37 37 - - INCOME (LOSS) BEFORE INTEREST CHARGES, INCOME TAXES AND PREFERRED STOCK DIVIDENDS 454 454 2 (2) INTEREST CHARGES, NET 118 118 2 (2) INCOME BEFORE INCOME TAXES AND MANDATORILY REDEEMABLE PREFERRED SECURITIES 336 336 - - INCOME TAXES 113 113 - - INCOME BEFORE MANDATORILY REDEEMABLE PREFERRED SECURITIES 223 223 - - PREFERRED DIVIDEND REQUIREMENT OF COMPANY --OBLIGATED MANDATORILY REDEEMABLE PREFERRED SECURITIES 4 4 - - PREFERRED STOCK CASH DIVIDENDS 7 7 - - NET INCOME 212 212 - - RETAINED EARNINGS AT BEGINNING OF YEAR 709 709 - - COMMON STOCK CASH DIVIDENDS DECLARED (153) (153) - - OTHER - - - - RETAINED EARNINGS AT END OF YEAR 768 768 - - SOUTH CAROLINA ELECTRIC & GAS COMPANY CONDENSED CONSOLIDATING STATEMENT OF INCOME AND RETAINED EARNINGS FOR THE YEAR ENDED DECEMBER 31, 2002 (MILLIONS OF DOLLARS) SOUTH CAROLINA ELECTRIC & GAS SOUTH CAROLINA COMPANY ELECTRIC & GAS SCE&G CONSOLIDATED COMPANY TRUST 1 ELIMINATIONS OPERATING REVENUES $1,683 $1,683 $- $- OPERATING EXPENSES: OPERATING EXPENSES 1,095 1,095 - - DEPRECIATION AND AMORTIZATION 171 171 - - TOTAL OPERATING EXPENSES 1,266 1,266 - - OPERATING INCOME 417 417 - - OTHER INCOME (LOSS) 37 38 4 (5) INCOME (LOSS) BEFORE INTEREST CHARGES, INCOME TAXES AND PREFERRED STOCK DIVIDENDS 454 455 4 (5) INTEREST CHARGES, NET 118 123 - (5) INCOME BEFORE INCOME TAXES AND MANDATORILY REDEEMABLE PREFERRED SECURITIES 336 332 4 - INCOME TAXES 113 113 - - INCOME BEFORE MANDATORILY REDEEMABLE PREFERRED SECURITIES 223 219 4 - PREFERRED DIVIDEND REQUIREMENT OF COMPANY --OBLIGATED MANDATORILY REDEEMABLE PREFERRED SECURITIES 4 - 4 - PREFERRED STOCK CASH DIVIDENDS 7 7 - - NET INCOME 212 212 - - RETAINED EARNINGS AT BEGINNING OF YEAR 709 - - - COMMON STOCK CASH DIVIDENDS DECLARED (153) - - - OTHER - - - - RETAINED EARNINGS AT END OF YEAR 768 - - - PUBLIC SERVICE COMPANY OF NORTH CAROLINA, INCORPORATED CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND RETAINED EARNINGS FOR THE YEAR ENDED DECEMBER 31, 2002 (MILLIONS OF DOLLARS) 10-K PUBLIC SERVICE COMPANY OF PUBLIC SERVICE NORTH COMPANY OF CAROLINA, NORTH INCORPORATED CAROLINA, BLUE CONSOLIDATED INCORPORATED RIDGE OPERATING REVENUES $356 $356 $- OPERATING EXPENSES: OPERATING EXPENSES 267 267 - DEPRECIATION AND AMORTIZATION 35 35 - TOTAL OPERATING EXPENSES 302 302 - OPERATING INCOME 54 54 - OTHER INCOME (LOSS) 3 (1) 1 INCOME BEFORE INTEREST CHARGES AND INCOME TAXES 57 53 1 INTEREST CHARGES, NET 21 21 - INCOME BEFORE INCOME TAXES 36 32 1 INCOME TAXES 13 12 - INCOME BEFORE CUMULATIVE EFFECT OF ACCOUNTING CHANGE 23 20 1 CUMULATIVE EFFECT OF ACCOUNTING CHANGE (230) (230) - NET INCOME (LOSS) (207) (210) 1 RETAINED EARNINGS AT BEGINNING OF YEAR 9 9 3 COMMON STOCK CASH DIVIDENDS DECLARED - - - OTHER - - - RETAINED EARNINGS (ACCUMULATED DEFICIT) AT END OF YEAR (198) (201) 4 PUBLIC SERVICE COMPANY OF NORTH CAROLINA, INCORPORATED CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND RETAINED EARNINGS FOR THE YEAR ENDED DECEMBER 31, 2002 (MILLIONS OF DOLLARS) CLEAN PSNC 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 - INCOME BEFORE CUMULATIVE EFFECT OF ACCOUNTING CHANGE - 2 - CUMULATIVE EFFECT OF ACCOUNTING CHANGE - - - NET INCOME - 2 - RETAINED EARNINGS (ACCUMULATED DEFICIT) AT BEGINNING OF YEAR 7 5 (15) COMMON STOCK CASH DIVIDENDS DECLARED - - - OTHER (7) - 7 RETAINED EARNINGS (ACCUMULATED DEFICIT) AT END OF YEAR - 7 (8) SCANA ENERGY MARKETING, INC. CONDENSED CONSOLIDATING STATEMENT OF INCOME AND RETAINED EARNINGS FOR THE YEAR ENDED DECEMBER 31, 2002 (MILLIONS OF DOLLARS) SCANA ENERGY SCANA SCANA MARKETING, ENERGY PSNC ENERGY INC. MARKETING, PRODUCTION TRADING, CONSOLIDATED INC. CORPORATION LLC ELIMINATIONS OPERATING REVENUES $696 $605 $91 - - OPERATING EXPENSES: OPERATING EXPENSES 672 580 92 - - DEPRECIATION AND AMORTIZATION 1 1 - - - TOTAL OPERATING EXPENSES 673 581 92 - - OPERATING INCOME (LOSS) 23 24 (1) - - OTHER INCOME - - - - - INCOME (LOSS) BEFORE INTEREST CHARGES AND INCOME TAXES 23 24 (1) - - INTEREST CHARGES, NET 4 4 - - - INCOME (LOSS) BEFORE INCOME TAXES 19 20 (1) - - INCOME TAXES 5 5 - - - NET INCOME (LOSS) 14 15 (1) - - RETAINED EARNINGS (ACCUMULATED DEFICIT) AT BEGINNING OF YEAR (59) (65) 6 - - COMMON STOCK CASH DIVIDENDS DECLARED - - - - - OTHER - - - - - RETAINED EARNINGS (ACCUMULATED DEFICIT) AT END OF YEAR (45) (50) 5 - - - - SCANA CORPORATION CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS For the Year Ended December 31, 2002 SOUTH PUBLIC SERVICE SCANA CAROLINA COMPANY OF CORPORATION ELECTRIC & GAS NORTH CAROLINA, CONSOLIDATED COMPANY INCORPORATED (Millions of dollars) Cash Flows From Operating Activities: Net income (loss) $(142) $219 $(207) Adjustments to reconcile net income to net cash provided from operating activities: Cumulative effect of accounting change, net of taxes 230 - 230 Depreciation and amortization 233 172 37 Amortization of nuclear fuel 20 20 - Gain on sale of assets and investments (40) (1) - Impairment of investments 291 - - Hedging activities 42 - - Allowance for funds used during construction (35) (31) (1) Over (under) collection, fuel adjustment clause (15) 10 (24) Changes in certain assets and liabilities: (Increase) decrease in receivables (64) (31) (30) (Increase) decrease in inventories (1) (11) 11 (Increase) decrease in prepayments (19) (18) - (Increase) decrease pension asset (26) (26) - Increase (decrease) in other regulatory assets 6 4 1 Increase (decrease) in deferred income taxes, net (185) 11 2 Increase (decrease) in other regulatory liabilities 39 39 1 Increase (decrease) in post retirement benefits 9 9 - Increase (decrease) in accounts payable 88 24 1 Increase (decrease) in taxes accrued (4) 13 - Increase (decrease) in interest accrued 7 4 - Other, net 60 3 (3) ------------------------------------------------------------------- ------------------- -------------------- -------------------- Net Cash Provided From (Used For) Operating Activities 494 410 18 ------------------------------------------------------------------- ------------------- -------------------- -------------------- Cash Flows From Investing Activities: Utility property additions and construction expenditures, net (675) (585) (47) of AFC Purchase of nonutility property (19) (3) (1) Proceeds from sale of assets and investments 568 (7) - (Increase) decrease in affiliate receivables (62) - - Dividend payments - common stock of subsidiaries - - - ------------------------------------------------------------------- ------------------- -------------------- -------------------- ------------------------------------------------------------------- ------------------- -------------------- -------------------- Net Cash Provided From (Used For) Investing Activities (188) (595) (48) ------------------------------------------------------------------- ------------------- -------------------- -------------------- Cash Flows From Financing Activities: Proceeds: Issuance of common stock 149 - - Issuance of Industrial Revenue Bonds 87 87 - Issuance of First Mortgage Bonds 295 295 - Capital contributions from parent - 157 - Issuance of bank notes and loans 497 - - Swap settlement 29 - - Repayments: Mortgage bonds (104) (104) - Notes and loans (915) (3) (4) Pollution Control Facilities Revenue Bonds (62) (62) - Retirement of preferred stock (1) (1) - Capital contributions to subsidiary - - - Distributions/Dividend payments: Common Stock (133) (153) (14) Preferred stock (7) (7) - Short-term borrowings, net 44 13 31 ------------------------------------------------------------------- ------------------- -------------------- -------------------- Net Cash Provided From (Used For) Financing Activities (121) 222 13 ------------------------------------------------------------------- ------------------- -------------------- -------------------- Net Increase (Decrease) in Cash and Temporary Cash Investments 185 37 (17) Cash and Temporary Cash Investments, January 1 212 78 18 ------------------------------------------------------------------- ------------------- -------------------- -------------------- Cash and Temporary Cash Investments, December 31 $397 $115 $1 =================================================================== =================== ==================== ==================== 75 SCANA CORPORATION CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS For the Year Ended December 31, 2002 SCANA ALL OTHERS CORPORATION SCANA SERVICES, AND UNCONSOLIDATED INC. ELIMINATIONS (Millions of dollars) Cash Flows From Operating Activities: Net income (loss) $(142) $- $(12) Adjustments to reconcile net income to net cash provided from operating activities: Cumulative effect of accounting change, net of taxes - - - Depreciation and amortization - 4 20 Amortization of nuclear fuel - - - Gain on sale of assets and investments 123 - (162) Impairment of investments - - 291 Hedging activities - - 42 Allowance for funds used during construction - - (3) Over (under) collection, fuel adjustment clause - - (1) Changes in certain assets and liabilities: (Increase) decrease in receivables (213) (32) 242 (Increase) decrease in inventories - - (1) (Increase) decrease in prepayments - - (1) (Increase) decrease pension asset - - - Increase (decrease) in other regulatory assets - 3 (2) Increase (decrease) in deferred income taxes, net 4 - (202) Increase (decrease) in other regulatory liabilities - - (1) Increase (decrease) in post retirement benefits - 13 (13) Increase (decrease) in accounts payable 1 - 62 Increase (decrease) in taxes accrued (21) - 4 Increase (decrease) in interest accrued 3 - - Other, net 10 15 35 ------------------------------------------------------------------- ---------------------- ------------------- ------------------ Net Cash Provided From (Used For) Operating Activities (235) 3 298 ------------------------------------------------------------------- ---------------------- ------------------- ------------------ Cash Flows From Investing Activities: Utility property additions and construction expenditures, net - - (43) of AFC Purchase of nonutility property - (9) (6) Proceeds from sale of assets and investments 542 - 33 (Increase) decrease in affiliate receivables - - (62) Dividend payments - common stock of subsidiaries 205 - (205) ------------------------------------------------------------------- ---------------------- ------------------- ------------------ Net Cash Used For (Provided From) Investing Activities 747 (9) (283) ------------------------------------------------------------------- ---------------------- ------------------- ------------------ Cash Flows Provided From (Used For) Financing Activities: Proceeds: Issuance of common stock 149 - - Issuance of Industrial Revenue Bonds - - - Issuance of First Mortgage Bonds - - - Capital contributions from parent - - (157) Issuance of bank notes and loans 497 - - Swap settlement 29 - - Repayments: Mortgage bonds - - - Notes and loans (902) (1) (5) Pollution Control Facilities Revenue Bonds - - - Retirement of preferred stock - - - Capital contributions to subsidiary (150) - 150 Distributions/Dividend payments: Common Stock (133) - 167 Preferred stock - - - Short-term borrowings, net - - - ------------------------------------------------------------------- ---------------------- ------------------- ------------------ ------------------------------------------------------------------- ---------------------- ------------------- ------------------ Net Cash Provided From (Used For) Financing Activities (510) (1) 155 ------------------------------------------------------------------- ---------------------- ------------------- ------------------ Net Increase (Decrease) in Cash and Temporary Cash Investments 2 (7) 170 Cash and Temporary Cash Investments, January 1 58 7 51 ------------------------------------------------------------------- ---------------------- ------------------- ------------------ Cash and Temporary Cash Investments, December 31 $60 $- $221 =================================================================== ====================== =================== ================== 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/James E. Swan, IV ----------------------------------- By: James E. Swan, IV, Controller Date: May 1, 2003 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, 2002 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, 2002 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, 2002 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 Amendment of SEMI, dated June 30, 1987 (Filed under cover of Form SE as Exhibit B-41 to Form U5S for the year ended December 31, 2000 and incorporated by reference herein) B-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 By-laws of Solo Energy Corporation as adopted on January 7, 1997 (Filed under cover of Form SE as Exhibit B-83 to Form U5S for the year ended December 31, 2001 and incorporated by reference herein) B-83 Articles of Organization of FRC, LLC, filed August 30, 1999 (Filed under cover of Form SE as Exhibit B-84 to Form U5S for the year ended December 31, 2001 and incorporated by reference herein) B-84 Articles of Incorporation of SCG Pipeline, Inc., dated April 10, 2001 (Filed under cover of Form SE as Exhibit B-85 to Form U5S for the year ended December 31, 2001 and incorporated by reference herein) B-85 By-Laws of SCG Pipeline, Inc., as adopted on May 3, 2001 (Filed herewith) B-86 Amended and Restated Certificate of Incorporation of SOLO Energy Corporation, dated February 20, 2001 (Filed under cover of Form SE as Exhibit B-86 to Form U5S for the year ended December 31, 2001 and incorporated by reference herein) 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) B-89 Trust Agreement for SCE&G Trust I (Filed as Exhibit 4.03 to Registration Statement No. 333-49960 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: Pine Needle LNG Company, LLC, Cardinal Pipeline Company, LLC, ITC Holding Company, Inc. and Knology, Inc. 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 W. B. Timmerman President and C.E.O TTEST: SCANA Service Company -------------------------- ------------------------------ L. M. Williams, Secretary W. B. Timmerman, C.E.O and C.O.O. ATTEST: South Carolina Electric & Gas Company -------------------------- ------------------------------- L. M. Williams, Secretary John L. Skolds, President ATTEST: South Carolina Pipeline Corporation -------------------------- ------------------------------- L. M. Williams, Secretary Asbury H. Gibbes, President ATTEST: South Carolina Fuel Company, Inc. -------------------------- ------------------------------- L. M. Williams, Secretary John L. Skolds, President ATTEST: South Carolina Generating Company, Inc. -------------------------- ------------------------------- L. M. Williams, Secretary John L. Skolds, President ATTEST: SCANA Communications, Inc. -------------------------- ------------------------------- L. M. Williams, Secretary George J. Bullwinkel, Jr., President ATTEST: SCANA Communications Holdings, Inc. -------------------------- ------------------------------- L. M. Williams, Secretary Kevin B. Marsh, C.F.O. ATTEST: Primesouth, Inc. -------------------------- ------------------------------- L. M. Williams, Secretary John L. Skolds, President ATTEST: Palmark, Inc. -------------------------- ------------------------------- L. M. Williams, Secretary John L. Skolds, President ATTEST: SCANA Development Corporation -------------------------- ------------------------------- L. M. Williams, Secretary Asbury H. Gibbes, President ATTEST: SCANA Energy Marketing, Inc. -------------------------- ------------------------------- L. M. Williams, Secretary Asbury H. Gibbes, President ATTEST: SCANA Petroleum Resources, Inc. -------------------------- ---------------------------- L. M. Williams, Secretary Asbury H. Gibbes, President ATTEST: SPR Gas Services, Inc. -------------------------- ----------------------------- L. M. Williams, Secretary Asbury H. Gibbes, President ATTEST: SCANA Propane Gas, Inc. -------------------------- ------------------------------ L. M. Williams, Secretary Kevin 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, filed pursuant to the Public Utility Holding Company Act of 1935, for the year ended December 31, 2002, of our report dated February 7, 2003 (which report expresses an unqualified opinion and includes an explanatory paragraph related to the adoption of Statement of Financial Accounting Standards No. 142, "Goodwill and Other Intangible Assets," effective January 1, 2002 and change in method of accounting for operating revenues associated with its regulated utility operations effective January 1, 2000 as discussed in Notes 1 and 2), included in the Annual Report on Form 10-K of SCANA Corporation and its subsidiaries for the year ended December 31, 2002. s/DELOITTE & TOUCHE LLP Columbia, South Carolina April 30, 2003 SOUTH CAROLINA ELECTRIC AND GAS COMPANY INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this SCANA Corporation Annual Report on Form U5S, filed pursuant to the Public Utility Holding Company Act of 1935, for the year ended December 31, 2002, of our report dated February 7, 2003 (which report expresses an unqualified opinion and includes an explanatory paragraph related to the change in method of accounting for operating revenues associated with its regulated utility operations effective January 1, 2000 as discussed in Note 2), included in the Annual Report on Form 10-K of South Carolina Electric & Gas Company and its subsidiaries for the year ended December 31, 2002. s/DELOITTE & TOUCHE LLP Columbia, South Carolina April 30, 2003 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, filed pursuant to the Public Utility Holding Company Act of 1935, for the year ended December 31, 2002, of our report dated February 7, 2003 (which report expresses an unqualified opinion and includes an explanatory paragraph related to the adoption of Statement of Financial Accounting Standards No. 142, "Goodwill and Other Intangible Assets," effective January 1, 2002 and change in method of accounting for operating revenues associated with its regulated utility operations effective January 1, 2000 as discussed in Notes 1 and 2), 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, 2002. s/DELOITTE & TOUCHE LLP Columbia, South Carolina April 30, 2003 EXHIBIT G - None EXHIBIT H - None