-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Frp/2eP+ymgO9UulDwhRIZNpLPwdI3Y8YU/vz3EkJ9WQVypshi2bzgxuG+oom9GH SqCvGV4XqxUoBl0/a5j9xw== 0000092122-01-500074.txt : 20010502 0000092122-01-500074.hdr.sgml : 20010502 ACCESSION NUMBER: 0000092122-01-500074 CONFORMED SUBMISSION TYPE: U5S PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 20001231 FILED AS OF DATE: 20010501 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SOUTHERN CO CENTRAL INDEX KEY: 0000092122 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 580690070 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: U5S SEC ACT: SEC FILE NUMBER: 001-03526 FILM NUMBER: 1618443 BUSINESS ADDRESS: STREET 1: 270 PEACHTREE ST CITY: ATLANTA STATE: GA ZIP: 30303 BUSINESS PHONE: 4045065000 MAIL ADDRESS: STREET 1: 270 PEACHTREE STREET CITY: ATLANTA STATE: GA ZIP: 30303 U5S 1 u5s2000.txt FORM U5S 2000 SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 ---------------- FORM U5S ANNUAL REPORT For the Fiscal Year Ended December 31, 2000 Filed pursuant to the Public Utility Holding Company Act of 1935 by THE SOUTHERN COMPANY 270 PEACHTREE STREET, N. W. ATLANTA, GEORGIA 30303 THE SOUTHERN COMPANY FORM U5S 2000 TABLE OF CONTENTS ITEM PAGE NUMBER ---- ----------- 1. System Companies and Investments therein as of December 31, 2000 1 2. Acquisitions or Sales of Utility Assets 5 3 Issue, Sale, Pledge, Guarantee or Assumptions of System Securities 5 4. Acquisition, Redemption or Retirement of System Securities 6 5. Investments in Securities of Nonsystem Companies 7 6. Officers and Directors 8 7. Contributions and Public Relations 29 8. Service, Sales and Construction Contracts 31 9. Wholesale Generators and Foreign Utility Companies 32 10. Financial Statements and Exhibits A
ITEMS ITEM 1. SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF DECEMBER 31, 2000. (a) - -------------------------------------------------------------------------------- Name of Company Number of Percentage Issuer (Add abbreviation Common of Voting Book Owner's used herein) Shares Owned Power Value Book Value In Thousands THE SOUTHERN COMPANY (SOUTHERN) None None n/a n/a ALABAMA POWER COMPANY (ALABAMA) 5,608,955 100 $3,195,772 $3,195,772 Alabama Energy Providers, Inc. 1,000 100 1 1 Alabama Property Company 1,000 100 9,943 9,943 Alabama Power Capital Trust I (ALABAMA TRUST I) n/a n/a 3,000 3,000 Alabama Power Capital Trust II (ALABAMA TRUST II) n/a n/a 6,186 6,186 Alabama Power Capital Trust III (ALABAMA TRUST III) n/a n/a 1,550 1,550 Southern Electric Generating Company (SEGCO) (b) 164,000 50 25,558 25,558 GEORGIA POWER COMPANY (GEORGIA) 7,761,500 100 4,249,544 4,249,544 SEGCO (b) 164,000 50 25,485 25,485 Piedmont-Forrest Corporation (PIEDMONT) 100,000 100 5,955 5,955 13,358 (c) 13,358 Georgia Power LP Holdings Corp. (GEORGIA POWER HOLDINGS) 500 100 - - Georgia Power Capital, L.P. (GEORGIA CAPITAL) n/a n/a 1,325 1,325 Georgia Power Capital Trust I (GEORGIA TRUST I) n/a n/a 9,250 9,250 Georgia Power Capital Trust II (GEORGIA TRUST II) n/a n/a 7,040 7,040 Georgia Power Capital Trust III (GEORGIA TRUST III) n/a n/a 7,465 7,465 1 ITEM 1. SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF DECEMBER 31, 2000. (Continued) Name of Company Number of Percentage Issuer (Add abbreviation Common of Voting Book Owner's used herein) Shares Owned Power Value Book Value In Thousands Georgia Power Capital Trust IV (GEORGIA TRUST IV) n/a n/a 6,994 6,994 GULF POWER COMPANY (GULF) 992,717 100 427,378 427,378 Gulf Power Capital Trust I (GULF TRUST I) n/a n/a 1,512 1,512 Gulf Power Capital Trust II (GULF TRUST II) n/a n/a 1,590 1,590 MISSISSIPPI POWER COMPANY (MISSISSIPPI) 1,121,000 100 404,898 404,898 Mississippi Power Capital Trust I (MISSISSIPPI TRUST I) n/a n/a 1,082 1,082 Mississippi Power Services, Inc. 100 100 705 705 MOBILE ENERGY SERVICES HOLDINGS, INC. (MESH) 1,000 100 0 0 Mobile Energy Services Company, LLC (MESC) n/a 99 0 0 SAVANNAH ELECTRIC AND POWER COMPANY (SAVANNAH) 10,844,635 100 174,994 174,994 Savannah Electric and Power Capital Trust I (SAVANNAH ELECTRIC TRUST I) n/a n/a 1,412 1,412 CHANGE IN CONTROL TRUST n/a n/a 13,987 13,987 SOUTHERN COMPANY CAPITAL FUNDING, INC. n/a 100 53,468 53,468 2 ITEM 1. SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF DECEMBER 31, 2000. (Continued) Name of Company Number of Percentage Issuer (Add abbreviation Common of Voting Book Owner's used herein) Shares Owned Power Value Book Value In Thousands SOUTHERN ENERGY FINANCE CAPITAL CORPORATION 1,000 100 188,686 188,686 SOUTHERN ENERGY FINANCE COMPANY, INC. 1,000 100 367,326 367,326 EPZ Lease, Inc. 1,000 100 55,779 55,779 EPZ Lease, L.L.C. n/a n/a 96,256 96,256 EPZ Lease Holding A, L.L.C. n/a n/a 29,169 29,169 EPZ Lease Trust A (d) n/a n/a 20,371 20,371 EPZ Lease Holding B, L.L.C. n/a n/a 29,169 29,169 EPZ Lease Trust B (d) n/a n/a 20,371 20,371 EPZ Lease Holding C, L.L.C. n/a n/a 38,892 38,892 EPZ Lease Trust C (d) n/a n/a 27,161 27,162 Dutch Gas Lease, Inc. 1,000 100 158,246 158,246 Dutch Gas Lease, L.L.C. n/a n/a 201,291 201,291 Dutch Gas Lease Holding A, L.L.C. n/a n/a 78,527 78,527 Dutch Gas Lease Trust A (d) n/a n/a 62,766 62,766 Dutch Gas Lease Holding B, L.L.C. n/a n/a 63,258 63,258 Dutch Gas Lease Trust B (d) n/a n/a 51,243 51,243 Dutch Gas Lease Holding C, L.L.C. n/a n/a 59,506 59,506 Dutch Gas Lease Trust C (d) n/a n/a 47,601 47,601 NUON Lease, Inc. 1,000 100 141,652 141,652 NUON Lease Holding D, L.L.C. n/a n/a 74,636 74,636 NUON Trust D (d) n/a n/a 65,025 65,025 NUON Lease Holding E, L.L.C. n/a n/a 56,286 56,286 NUON Trust E (d) n/a n/a 49,232 49,232 NUON Lease Holding F, L.L.C. n/a n/a 36,915 36,915 NUON Trust F (d) n/a n/a 32,263 32,263 GAMOG Lease, Inc. 1,000 100 110,133 110,133 GAMOG Lease Holding G, L.L.C. n/a n/a 27,650 27,650 GAMOG Trust G (d) n/a n/a 24,377 24,377 GAMOG Lease Holding H, L.L.C. n/a n/a 67,393 67,393 GAMOG Trust H (d) n/a n/a 59,447 59,447 GAMOG Lease Holding I, L.L.C. n/a n/a 34,553 34,553 GAMOG Trust I (d) n/a n/a 30,468 30,468 Southern Energy Clairton, Inc. 1,000 100 39,619 39,619 Southern Energy Clairton, L.L.C. 1,000 85 51,014 51,014 Southern Energy Clairton 2, Inc. 1,000 100 7,798 7,798 Southern Energy Carbontronics, Inc. 1,000 100 8,525 8,525 Southern Energy Carbontronics, L.L.C. 1,000 99 9,687 9,687 3 ITEM 1. SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF DECEMBER 31, 2000. (Continued) Name of Company Number of Percentage Issuer (Add abbreviation Common of Voting Book Owner's used herein) Shares Owned Power Value Book Value In Thousands SOUTHERN COMPANY SERVICES, INC. (SCS) 14,500 100 875 875 SOUTHERN COMMUNICATIONS SERVICES, INC. (Southern LINC) 500 100 76,926 76,926 117,984 (e) 117,984 SOUTHERN ELECTRIC RAILROAD COMPANY (SERC) 5,000 100 5 5 SOUTHERN NUCLEAR OPERATING COMPANY, INC. (Southern Nuclear) 1,000 100 4,553 4,553 SOUTHERN TELECOM, INC. 1,000 100 4,709 4,709 SOUTHERN COMPANY ENERGY SOLUTIONS, INC. (Energy 500 100 41,962 41,962 Solutions) 4 ITEM 1. SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF DECEMBER 31, 2000 (Continued) Notes to Item 1: (a) Effective April 2, 2001, SOUTHERN completed a spin-off of Mirant Corporation (formerly Southern Energy, Inc.) and its subsidiaries to SOUTHERN's shareholders. Due to this event, Mirant Corporation and its subsidiaries have been excluded from Item 1. (b) SEGCO is 50% owned by ALABAMA and 50% owned by GEORGIA. The amounts shown reflect the respective ownership interests of each company. (c) Promissory note due on demand; interest rate, based on GEORGIA's embedded cost of capital, was 9.82% at January 1, 2001. (d) A Delaware business trust. The form of equity investment is paid in capital. (e) Unsecured notes payable due on or before December 31, 2001 at an end-of-year interest rate of 5.94%.
ITEM 2. ACQUISITION OR SALES OF UTILITY ASSETS. NONE. ITEM 3. ISSUE, SALE, PLEDGE, GUARANTEE OR ASSUMPTION OF SYSTEM SECURITIES. - --------------------------------------------------------------------------- NONE. 5
ITEM 4. ACQUISITION, REDEMPTION, OR RETIREMENT OF SYSTEM SECURITIES. Calendar Year 2000 Name of Company Indicate Name of Issuer and Acquiring, Redeeming Number of Shares or Principal Amount Commission --------------------------------------- Title of Issue or Retiring Securities Acquired Redeemed Retired Consideration Authorization ------------------ ---------------------- -------- -------- ------- ------------- ------------- (See Note) ALABAMA: First Mortgage Bonds 6.00% Series due 2000 ALABAMA None $100,000,000 $100,000,000 $100,000,000 9.00% Series due 2024 ALABAMA None $11,009,000 $11,009,000 $11,009,000 GEORGIA: First Mortgage Bonds 6.00% Series due 2000 GEORGIA None $100,000,000 $100,000,000 $100,000,000 Pollution Control Revenue Bonds 6.625% Series due 2024 GEORGIA None $28,725,000 $28,725,000 $28,725,000 4.375% Series due 2000 GEORGIA None $50,000,000 $50,000,000 $50,000,000 Preferred Stock $4.60 Series GEORGIA $383,300 None $383,300 $383,300 GULF: Senior Notes 6.70% Series due 2038 GULF None $1,853,000 None $1,853,000 MISSISSIPPI: Pollution Control Bonds 5.80% Series due 2007 MISSISSIPPI None $20,000 None $20,000 Senior Notes 6.75% Series due 2038 MISSISSIPPI None $1,385,000 None $1,385,000 Note to Item 4: All transactions exempt pursuant to Rule 42(b)(2), (4) or (5) or authorized in File No. 70-8095 or in the respective proceedings relating to the issuance and sale of preferred stock.
6
ITEM 5. INVESTMENTS IN SECURITIES OF NONSYSTEM COMPANIES. Number of Shares or Carrying Principal Value Name of Owner Name of Issuer Amount Owned to Owner - ------------- -------------- ------------ -------- SOUTHERN (one item) (1) 538,935 shares $4,439,210 ALABAMA (one item) (2) 204 shares $1 ALABAMA (four items) (3) $2,176,514 $2,176,514 GEORGIA (one item) (4) $4,700,000 $4,485,127 GULF (nine items) (2) 640 shares $1 Energy Solutions (one item) (5) 130,381 shares $1 SAVANNAH (one item) (2) 285 shares $1 Notes to Item 5: (1) Represents the transfer of the investment in Pantellos from Southern Telecom to SOUTHERN. Pantellos is an independent, open marketplace for the energy and utility industries that brings together buyers and sellers to improve the way they do business. (2) Securities representing bankruptcy distributions applicable to obligations of customers incurred in the ordinary course of business. (3) Debt securities issued by instrumentalities of political subdivisions within ALABAMA's service area to build promotional industrial buildings that will assist in advancing business and industrial development. (4) Investment made in a private venture capital fund for the purpose of assisting early-stage and high technology companies located principally in the Southeast, with a focus on Georgia-based firms. (See File No. 70-8085.) (5) Represents Energy Solutions' investment in Integrated Communication Systems, Inc. (ICS). ICS is engaged in providing two-way communications over local telephone lines for a wide range of energy-related services in residential and small commercial markets.
7 ITEM 6. OFFICERS AND DIRECTORS. PART I. * *Effective April 2, 2001, SOUTHERN completed a spin-off of Mirant Corporation (formerly Southern Energy, Inc.) and its subsidiaries to SOUTHERN's shareholders. Due to this event, Mirant Corporation and its subsidiaries have been excluded from Item 6. The following are the abbreviations to be used for principal business address and positions. Principal Business Address Code 270 Peachtree Street Atlanta, GA 30303 (a) 600 North 18th Street Birmingham, AL 35291 (b) 241 Ralph McGill Boulevard, N.E. Atlanta, GA 30308-3374 (c) One Energy Place Pensacola, FL 32520 (d) 2992 West Beach Boulevard Gulfport, MS 39501 (e) 600 East Bay Street Savannah, GA 31401 (f) 5555 Glenridge Connector Atlanta, GA 30342 (g) 42 Inverness Center Parkway Birmingham, AL 35242 (h) 40 Inverness Center Parkway Birmingham, AL 35242 (i) 1130 Connecticut Ave., NW Suite 830 Washington, DC 20036 (j) 1403 Foulk Road Foulkstone Plaza Suite 102-9 Wilmington, DE 19803 (k) Position Code Chairman of the Board CH Vice Chairman of the Board VCH Director D President P Chief Executive Officer CEO Chief Financial Officer CFO Chief Accounting Officer CAO Chief Information Officer CIO Chief Operating Officer COO Chief Production Officer CPO Senior Executive Vice President SEVP Executive Vice President EVP Senior Vice President SVP Financial Vice President FVP Vice President VP Controller/Comptroller C Counsel L Secretary S Treasurer T SOUTHERN Name and Principal Address (a) Position Daniel P. Amos D 1932 Wynnton Road Columbus, GA 31999 Dorrit J. Bern D 450 Winks Lane Bensalem, PA 19020 Thomas F. Chapman D 1600 Peachtree Street, NW Atlanta, GA 30309 A. D. Correll D 133 Peachtree Street, N.E. Atlanta, GA 30303 A. W. Dahlberg D,CH,CEO H. Allen Franklin D,P,COO Bruce S. Gordon D 1095 Avenue of the Americas New York, NY 10036 L. G. Hardman III D P. O. Box 149 Commerce, GA 30529 Elmer B. Harris (b) D,EVP Donald M. James D P. O. Box 385014 Birmingham, AL 35238-5014 David J. Lesar D 3600 Lincoln Plaza 500 North Akard Street Dallas, TX 75201-3391 8 ITEM 6. OFFICERS AND DIRECTORS. PART I. (Continued) SOUTHERN (continued) Name and Principal Address (a) Position Zack T. Pate D 700 Galleria Parkway Atlanta, GA 303339 Gerald J. St. Pe' D P. O. Box 149 Pascagoula, MS 39568 W. L. Westbrook FVP,CFO,T S. Marce Fuller EVP 1155 Perimeter Center West Atlanta, GA 30338 David M. Ratcliffe (c) EVP Warren Y. Jobe SVP Gale E. Klappa SVP Stephen A. Wakefield SVP,L David R. Altman VP Charles D. McCrary (b) VP Joseph A. Miller (j) VP Christopher C. Womack VP W. Dean Hudson (c) C Tommy Chisholm S ALABAMA Name and Principal Address (b) Position Whit Armstrong D P. O. Box 900 Enterprise, AL 36331 David J. Cooper D 118 N. Royal Street Mobile, AL 36602 H. Allen Franklin (a) D Elmer B. Harris D,P,CEO R. Kent Henslee D 754 Chestnut Street Gadsden, AL 35901 Carl E. Jones, Jr. D P. O. Box 1024 Birmingham, AL 35202 Patricia M. King D 1501 South Quintard Avenue Anniston, AL 36201 James K. Lowder D 2000 Interstate Park Drive Suite 400 Montgomery, AL 36109 Wallace D. Malone, Jr. D P. O. Box 2554 Birmingham, AL 35290 Thomas C. Meredith D 401 Queen City Avenue Tuscaloosa, AL 35401 Mayer Mitchell D 3800 Airport Boulevard, Suite 301 Mobile, AL 36608 William V. Muse D 107 Samford Hall Auburn, AL 36849 John T. Porter D 1101 Martin L. King, Jr. Dr. S.W. Birmingham, AL 35211 Robert D. Powers D 202 East Broad Street Eufaula, AL 36027 Andreas Renschler D Dornierstrasse 6 Renningen, Germany C. Dowd Ritter D P. O. Box 11007 Birmingham, AL 35288 James H. Sanford D 1001 McQueen Smith Road South Prattville, AL 36066 John C. Webb, IV D 125 W. Washington Street Demopolis, AL 36732 James W. Wright D 100 Commerce Street Montgomery, AL 36104 Michael D. Garrett EVP William B. Hutchins, III EVP,CFO,T C. Alan Martin EVP Robin A. Hurst SVP James H. Miller, III SVP Rodney O. Mundy SVP,L Michael L. Scott SVP Steven R. Spencer SVP Jerry L. Stewart SVP Christopher C. Womack (a) SVP Art P. Beattie VP,C William W. Cooper VP W. Roy Crow VP C. Stephen Fant VP Robert Holmes, Jr. VP Marsha S. Johnson VP J. Bruce Jones VP William B. Keller VP Jacki Lowe VP,CIO Donald W. Reese VP Julian H. Smith, Jr. VP William R. Smith VP Cheryl A. Thompson VP Terry H. Waters VP William E. Zales, Jr. VP,S 9 ITEM 6. OFFICERS AND DIRECTORS PART I. (Continued) ALABAMA PROPERTY COMPANY Name and Principal Address (b) Position Elmer B. Harris D,P William B. Hutchins, III D,VP C. Alan Martin D,VP James L. Scott AVP Art P. Beattie C William E. Zales, Jr. S J. Randy DeRieux T ALABAMA ENERGY PROVIDERS, INC. Name and Principal Address (b) Position Rodney O. Mundy D William B. Hutchins, III D,VP Michael D. Garrett D C. Alan Martin D Michael L. Scott D,P William E. Zales, Jr. S J. Randy DeRieux T GEORGIA Name and Principal Address (c) Position Daniel P. Amos D 1932 Wynnton Road Columbus, GA 31999 Juanita Baranco D 7060 Jonesboro Road Morrow, GA 30260 William A. Fickling, Jr. D P. O. Box 1976 Macon, GA 31202-1976 H. Allen Franklin (a) D L. G. Hardman III D P. O. Box 149 Commerce, GA 30529 James R. Lientz, Jr. D P. O. Box 4899 Mail Code GAI-006-55-05 Atlanta, GA 30302-4899 G. Joseph Prendergast D 100 North Main Street Winston-Salem, NC 27101 David M. Ratcliffe D,P,CEO William Jerry Vereen D P. O. Box 1663 Moultrie, GA 31776-1663 Carl Ware D P. O. Box Drawer 1734, Nat 25 Atlanta, GA 30301 William C. Archer, III EVP Thomas A. Fanning EVP,T,CFO Gene R. Hodges EVP Warren Y. Jobe (a) EVP Charles D. McCrary (b) EVP James K. Davis SVP Robert H. Haubein, Jr. (b) SVP Leonard J. Haynes SVP Fred D. Williams SVP David R. Altman VP Judy M. Anderson VP,S Ronnie L. Bates VP Robert S. Beason VP Rebecca A. Blalock VP Robert L. Boyer VP M. A. Brown VP A. Bryan Fletcher VP J. Kevin Fletcher VP O. Ben Harris VP Richard L. Holmes VP E. Lamont Houston VP J. B. Manley VP Frank J. McCloskey VP Cliff S.Thrasher VP,C,CAO Jeffrey L. Wallace VP Christopher C. Womack (a) VP PIEDMONT Name and Principal Address (c) Position David M. Ratcliffe D,P Thomas A. Fanning D,EVP,T Judy M. Anderson D,VP,S GEORGIA POWER HOLDINGS Name and Principal Address (c) Position Thomas A. Fanning D, P,T Judy M. Anderson VP,S SEGCO Name and Principal Address (b) Position Robert L. Boyer (c) D Thomas A. Fanning (c) D Michael D. Garrett D Elmer B. Harris D,P Robert H. Haubein, Jr. D William B. Hutchins, III D,VP Charles D. McCrary D,VP David M. Ratcliffe (c) D,VP Jerry L. Stewart D Art P. Beattie C William E. Zales, Jr. S J. Randy DeRieux T 10 ITEM 6. OFFICERS AND DIRECTORS PART I. (Continued) GULF Name and Principal Address (d) Position Travis J. Bowden D,P,CEO Fred C. Donovan, Sr. D P. O. Box 13370 Pensacola, FL 32591 H. Allen Franklin (a) D W. Deck Hull, Jr. D P. O. Box 2266 Panama City, FL 32402 Joseph K. Tannehill (inactive) D 10 Arthur Drive Lynn Haven, FL 32444 Barbara H. Thames D 4654 Carlyn Drive Pace, FL 32571 F. M. Fisher, Jr. VP J. E. Hodges, Jr. VP Robert G. Moore VP Michael L. Scott (b) VP Christopher C. Womack (a) VP Ronnie R. Labrato CFO,C Warren E. Tate S,T MISSISSIPPI Name and Principal Address (e) Position Dwight H. Evans D,P,CEO Robert S. Gaddis D P. O. Box 168 Laurel, MS 39440 Linda T. Howard D P.O. Box 1588 Laurel, MS 39401 Aubrey K. Lucas D Box 5164 Hattiesburg, MS 39406 Malcolm Portera D 610 Allen Hall Mississippi State, MS 39762 George A. Schloegel D Hancock Bank P. O. Box 4019 Gulfport, MS 39502 Philip J. Terrell D 701 West North Street Pass Christian, MS 39571 Gene Warr D 2600 Beach Boulevard Biloxi, MS 39531 H. Ed Blakeslee VP Don E. Mason VP Michael W. Southern VP,CFO, S,T Gene L. Ussery, Jr. VP Christopher C. Womack (a) VP Frances V. Turnage C MISSISSIPPI POWER SERVICES, INC. Name and Principal Address (e) Position H. Ed Blakeslee D,P,CEO Dwight H. Evans D,CH Don E. Mason D,VP Michael W. Southern D,VP,T,CFO Frances V. Turnage C Vicki L. Pierce S SAVANNAH Name and Principal Address (f) Position Gus H. Bell, III D P. O. Box 14247 Savannah, GA 31416 Archie H. Davis D P. O. Box 188 Savannah, GA 31402 Walter D. Gnann D P. O. Box 334 Springfield, GA 31329 G. Edison Holland, Jr. D,P,CEO Robert B. Miller, III D P. O. Box 8003 Savannah, GA 31412 Arnold M. Tenenbaum D P. O. Box 2567 Savannah, GA 31498 W. Miles Greer VP Leonard J. Haynes (c) VP Anthony R. James VP Kirby R. Willis VP,T,CFO Christopher C. Womack (a) VP Nancy Frankenhauser S,C SCS Name and Principal Address (c) Position A. W. Dahlberg (a) D H. Allen Franklin (a) D,P,CEO Elmer B. Harris (b) D David M. Ratcliffe D Gale E. Klappa (a) EVP Charles D. McCrary (b) EVP Stephen A. Wakefield (a) EVP W. L. Westbrook (a) EVP Robert S. Beason SVP W. Paul Bowers (a) SVP Andrew J. Dearman, III (b) SVP Robert H. Haubein (b) SVP Leonard J. Haynes SVP W. Dean Hudson SVP,C,CFO William K. Newman (b) SVP 11 ITEM 6. OFFICERS AND DIRECTORS PART I. (Continued) SCS (continued) Name and Principal Address (c) Position Michael L. Scott SVP Jerry L. Stewart (b) SVP Christopher C. Womack (a) SVP David R. Altman (a) VP Robert A. Bell (a) VP Robert L. Boyer VP Ronald R. Campbell VP Tommy Chisholm (a) VP,S,L David L. Coker VP James M. Corbitt (b) VP James C. Fleming (a) VP Barbara S. Hingst (a) VP Douglas E. Jones (a) VP Allen L. Leverett (a) VP,T Charles D. Long, IV (b) VP Jacqualyn Lowe VP William L. Marshall, Jr. (b) VP Joseph A. Miller (j) VP Karl R. Moor (j) VP Robert G. Moore (d) VP Rodney O. Mundy (b) VP Earl B. Parsons, III (a) VP James P. Sale (a) VP Bertram E. Sears VP Anthony J. Topazi (b) VP Southern LINC Name and Principal Address (g) Position Robert G. Dawson D,P,CEO H. Allen Franklin (a) D Elmer B. Harris (b) D David M. Ratcliffe (c) D W. L. Westbrook (a) D R. Craig Elder VP,T,CFO Rodney H. Johnson VP Julie T. Pigott VP Tommy Chisholm (a) S Carmine A. Reppucci C SERC Name and Principal Address (h) Position Charles D. McCrary (b) D,P T. Roy Harrell (b) VP Larry M. Porter (e) VP Jerry L. Stewart (b) VP Tommy Chisholm (a) S,T Southern Nuclear Name and Principal Address (i) Position H. Allen Franklin (a) D William G. Hairston, III D,P,CEO Elmer B. Harris (b) D David M. Ratcliffe (c) D Jackie D. Woodard EVP James W. Averett VP James B. Beasley VP Kathleen S. King VP,CFO,C,T Louis B. Long VP John O. Meier VP,L D. N. Morey, III VP H. Lewis Sumner, Jr. VP Christopher C. Womack (a) VP Sherry A. Mitchell S Energy Solutions Name and Principal Address (c) Position Bertram Sears P Michael E. Ellis VP Allen L. Leverett (a) T Tommy Chisholm (a) S Southern Energy Finance Capital Corporation Name and Principal Address (a) Position H. Allen Franklin D W. L. Westbrook D Gale E. Klappa D Allen L. Leverett D,P James C. Fleming VP Christopher J. Kysar VP,T Tommy Chisholm S Southern Energy Finance Company Inc. Name and Principal Address (a) Position H. Allen Franklin D W. L. Westbrook D Gale E. Klappa D Allen L. Leverett D,P James C. Fleming VP Christopher J. Kysar VP,T Tommy Chisholm S 12 ITEM 6. OFFICERS AND DIRECTORS PART I. (Continued) EPZ Lease, Inc. Name and Principal Address (k) Position William R. Bechstein D,VP 1105 N. Market Street Suite 1300 Wilmington, DE 19801 Christopher J. Kysar (a) D,VP,T,CFO Allen Leverett (a) D,P,CEO Daniel P. McCollum D,S Morris, James, Hitchens & Williams LLP 222 Delaware Avenue Wilmington, DE 19899 James C. Fleming (a) VP Judith A. Rosenberg (a) C EPZ Lease, L.L.C. Name and Principal Address (k) Position Southern Energy Finance Member Company Inc. EPZ Lease, Inc. Member EPZ Lease Holding A, L.L.C. Name and Principal Address (k) Position EPZ Lease, Inc. Member EPZ Lease, L.L.C. Member EPZ LeaseHolding B, L.L.C. Name and Principal Address (k) Position EPZ Lease, Inc. Member EPZ Lease, L.L.C. Member EPZ Lease Holding C, L.L.C. Name and Principal Address (k) Position EPZ Lease, Inc. Member EPZ Lease, L.L.C. Member Dutch Gas Lease, Inc. Name and Principal Address (k) Position William R. Bechstein D,VP 1105 N. Market Street Suite 1300 Wilmington, DE 19801 Christopher J. Kysar (a) D,VP,T,CFO Allen Leverett (a) D,P,CEO Daniel P. McCollum D,S Morris, James, Hitchens & Williams LLP 222 Delaware Avenue Wilmington, DE 19899 James C. Fleming (a) VP Judith A. Rosenberg (a) C Dutch Gas Lease, L.L.C. Name and Principal Address (k) Position Dutch Gas Lease, Inc. Member Dutch Gas Lease Holding A, L.L.C. Name and Principal Address (k) Position Dutch Gas Lease, L.L.C. Member Dutch Gas Lease Holding B, L.L.C. Name and Principal Address (k) Position Dutch Gas Lease, L.L.C. Member Dutch Gas Lease Holding C, L.L.C. Name and Principal Address (k) Position Dutch Gas Lease, L.L.C. Member GAMOG Lease, Inc. Name and Principal Address (k) Position William R. Bechstein D,VP 1105 N. Market Street Suite 1300 Wilmington, DE 19801 Christopher J. Kysar (a) D,VP,T,CFO Allen Leverett (a) D,P,CEO Daniel P. McCollum D,S Morris, James, Hitchens & Williams LLP 222 Delaware Avenue Wilmington, DE 19899 James C. Fleming (a) VP Judith A. Rosenberg (a) C GAMOG Lease Holding G, L.L.C. Name and Principal Address (k) Position GAMOG Lease, Inc. Member GAMOG Lease Holding H, L.L.C. Name and Principal Address (k) Position GAMOG Lease, Inc. Member GAMOG Lease Holding I, L.L.C. Name and Principal Address (k) Position GAMOG Lease, Inc. Member 13 ITEM 6. OFFICERS AND DIRECTORS PART I. (Continued) NUON Lease, Inc. Name and Principal Address (k) Position William R. Bechstein D,VP 1105 N. Market Street Suite 1300 Wilmington, DE 19801 Christopher J. Kysar (a) D,VP,T,CFO Allen Leverett (a) D,P,CEO Daniel P. McCollum D,S Morris, James, Hitchens & Williams LLP 222 Delaware Avenue Wilmington, DE 19899 James C. Fleming (a) VP Judith A. Rosenberg (a) C NUON Lease Holding D, L.L.C. Name and Principal Address (k) Position NUON Lease, Inc. Member NUON Lease Holding E, L.L.C. Name and Principal Address (k) Position NUON Lease, Inc. Member NUON Lease Holding F, L.L.C. Name and Principal Address (k) Position NUON Lease, Inc. Member Southern Company Capital Funding, Inc. Name and Principal Address (k) Position William R. Bechstein D,VP 1105 N. Market Street Suite 1300 Wilmington, DE 19801 James J. Coppola, Jr. D,C 1155 Perimeter Center West Atlanta, GA 30338 L. Terry Turner D 1155 Perimeter Center West Atlanta, GA 30338 William L. Westbrook (a) D, P Southern Energy Clairton, Inc. Name and Principal Address (k) Position - -------------------------------------------- William R. Bechstein D,VP 1105 N. Market Street Suite 1300 Wilmington, DE 19801 Christopher J. Kysar (a) D,VP,T,CFO Allen L. Leverett (a) D Daniel P. McCollum D,S Morris, James, Hitchens & Williams LLP 222 Delaware Avenue Wilmington, DE 19899 Judith A. Rosenberg (a) D,C James C. Fleming (a) VP Southern Energy Clairton 2, Inc. Name and Principal Address (k) Position William R. Bechstein D,VP 1105 N. Market Street Suite 1300 Wilmington, DE 19801 Christopher J. Kysar (a) D,VP,T,CFO Allen L. Leverett (a) D Daniel P. McCollum D,S Morris, James, Hitchens & Williams LLP 222 Delaware Avenue Wilmington, DE 19899 James C. Fleming (a) VP Judith A. Rosenberg (a) D,C Southern Energy Clairton, L.L.C. Name and Principal Address (k) Position Southern Energy Clairton, Inc. Member Southern Energy Clairton 2, Inc. Member Southern Energy Carbontronics, Inc. Name and Principal Address (a) Position Christopher J. Kysar D,VP,T,CFO Allen L. Leverett DP,CEO,P Judith A. Rosenberg D James C. Fleming VP Tommy Chisholm S Southern Energy Carbontronics, LLC Name and Principal Address (k) Position Southern Energy Carbontronics, Inc. Member Southern Energy Finance Company, Inc. Member Southern Telecom, Inc. Name and Principal Address (g) Position Robert G. Dawson D,P,CEO H. Allen Franklin (a) D Elmer B. Harris (b) D Gale E. Klappa (a) D Tommy Chisholm (a) S R. Craig Elder T 14
16 ITEM 6. OFFICERS AND DIRECTORS. Part II. Financial Connections. - ------------------------------------------------------------------------ Name of Officer Name and Location Position Held in Applicable or Director of Financial Institution Financial Institution Exemption Rule - ------------------ ------------------------ --------------------- --------------- Rule No. 70 Subdivision Daniel P. Amos CIT Group, Livingston, NJ Director (a) Whit Armstrong The Citizens Bank Chief Executive (c) Enterprise, AL Officer, Chairman of the Board of Directors and President Enterprise Capital Corporation Chairman of the Board of Enterprise, AL Directors, President (c) Gus H. Bell, III SunTrust Bank, Savannah, GA Director (c) David J. Cooper SouthTrust Bank, Birmingham, AL Director (c) A. D. Correll SunTrust Bank of Georgia, Atlanta, GA Director (a) SunTrust Banks Inc., Atlanta, GA Director (a) W. Roy Crow Barbour County Bank, Eufaula, AL Director (f) A. W. Dahlberg SunTrust Bank of Georgia, Atlanta, GA Director (a);(c);(e) SunTrust Banks, Inc., Atlanta, GA Director (a);(c);(e) Archie H. Davis The Savannah Bancorp, Savannah, GA President, Chief Executive Officer (c) The Savannah Bank N.A., Savannah, GA President, Chief Executive Officer (c) Bryan Bank & Trust, Richmond Hill, GA Director (c) H. Allen Franklin SouthTrust Corporation, Birmingham, AL Director (a);(c);(d);(e);(f) L. G. Hardman III nBank.Corp., Commerce, GA Chairman of the Board of Directors and Chief Executive Officer (c);(g) First National Bank of Commerce, Chairman of the Commerce, GA Board of Directors (c);(g) Elmer B. Harris AmSouth Bancorporation, Director (a);(c);(e);(f) Birmingham, AL AmSouth Bank, Birmingham, AL Director (a);(c);(e);(f) Richard K. Henslee Regions Bank, Gadsden, AL Chairman of the Board of Directors (c) G. Edison Holland, Jr. SunTrust Bank, Savannah, GA Director (c);(f) Donald M. James SouthTrust Corporation, Birmingham, AL Director (a) Carl E. Jones, Jr. Regions Financial Corporation, President , Chief Birmingham, AL Executive Officer and Director (c) James R. Lientz, Jr. Bank of America, Mid-South Banking Group President (c) Atlanta, GA Wallace D. Malone, Jr. SouthTrust Corporation, Birmingham, AL Chairman of the Board of Directors and Chief Executive Officer (c) Mayer Mitchell The Banc Corporation, Birmingham, AL Director (c) William V. Muse SouthTrust Bank, Birmingham, AL Director (c) John T. Porter Citizens Federal Bank, Birmingham, AL Director (c)
15
ITEM 6. OFFICERS AND DIRECTORS. Part II. Financial Connections. (Continued) - ------------------------------------------------------------------------------------- Name of Officer Name and Location Position Held in Applicable or Director of Financial Institution Financial Institution Exemption Rule - ------------------- -------------------------------------- --------------------- --------------- Rule No. 70 Subdivision G. Joseph Prendergast Wachovia Bank, N.A., Winston-Salem, NC Director, President and Chief Operating Officer (c) Wachovia Corporation, Winston-Salem, NC Director, President and Chief Operating Officer (c) C. Dowd Ritter, III AmSouth Bancorporation, Birmingham, AL Chairman, Chief Executive Officer (c) AmSouth Bank, Birmingham, AL Chairman, Chief Executive Officer (c) George A. Schloegel Hancock Bank - Mississippi, Gulfport, MS Director and President (c) Hancock Holding Company, Gulfport, MS Vice Chairman of the Board of Directors (c) Hancock Bank - Louisiana, Baton Rouge Louisiana Director (d) William R. Smith SouthTrust Bank of Calhoun County, N.A. Anniston, AL Director (f) Gerald St. Pe' Merchants & Marine Bank, Pascagoula, MS Director (a) Arnold M. Tenenbaum First Union National Bank of Georgia, Director (c) Atlanta, GA First Union National Bank of Savannah, Director (c) Savannah, GA Gene Warr Coast Community Bank, Biloxi, MS Director (c) James W. Wright First Tuskegee Bank, Montgomery, AL Chairman of the Board of Directors and Chief Executive Officer (c)
16 ITEM 6. EXECUTIVE COMPENSATION. PART III. (a) Summary Compensation Tables. The following tables set forth information concerning any Chief Executive Officer and the four most highly compensated executive officers for SCS, Southern LINC, Energy Solutions and Southern Nuclear serving as of December 31, 2000, as defined by the Securities and Exchange Commission. ALABAMA, GEORGIA, GULF and MISSISSIPPI are incorporated by reference to the Information Statements relating to each of their respective 2001 Annual Meeting of Shareholders. SAVANNAH is incorporated by reference to page number III-3 in the SOUTHERN system's combined Form 10-K for the year ended December 31, 2000. SOUTHERN is incorporated by reference to "Summary Compensation Table" in SOUTHERN's definitive Proxy Statement relating to the 2001 annual meeting of stockholders. Key terms used in this Item will have the following meanings:- ESP.................................. Employee Savings Plan ESOP................................. Employee Stock Ownership Plan SBP.................................. Supplemental Benefit Plan ERISA................................ Employee Retirement Income Security Act 17
SCS SUMMARY COMPENSATION TABLE ANNUAL COMPENSATION LONG-TERM COMPENSATION Number of Securities Long- Name Underlying Term and Other Annual Stock Incentive All Other Principal Compensation Options Payouts Compensation Position Year Salary($) Bonus($) ($)1 (Shares) ($)2 ($)3 - ------------------------------------------------------------------------------------------------------------------------ A. W. Dahlberg 2000 939,287 2,318,377 272,551 215,616 302,612 52,267 Director, Executive 1999 903,426 181,896 23,755 201,196 579,392 49,283 Committee Chairman 1998 897,820 218,625 11,067 161,757 438,061 50,135 H. Allen Franklin 2000 655,806 1,014,696 8,305 83,354 201,760 34,902 President, Chief 1999 603,658 126,000 31,023 71,153 375,137 32,654 Executive Officer, 1998 564,329 237,502 7,078 30,521 283,629 31,590 Director Charles D. McCrary 2000 335,995 335,247 8,515 29,201 - 16,342 Executive 1999 317,616 57,646 10,701 13,865 226,439 15,698 Vice President 1998 293,816 53,376 955 12,976 164,812 13,590 Stephen Wakefield 2000 345,985 322,056 29,970 - 16,609 Executive Vice 1999 332,654 53,601 15,294 14,504 170,451 24,675 President 1998 328,080 104,401 3,279 13,614 - 6,446 William L. Westbrook 2000 330,208 455,552 13,611 28,603 - 17,322 Executive Vice 1999 316,975 51,156 2,272 13,842 127,836 16,718 President 1998 290,464 103,288 16,479 11,700 96,743 15,518 1 Tax reimbursements by SCS on certain personal benefits. 2 Payouts made in 1999, 2000 and 2001 for the four-year performance periods ending December 31, 1998, 1999 and 2000. 3 SCS contributions to the ESP, ESOP, and non-pension related accruals under the SBP (ERISA excess plan under which accruals are made to offset Internal Revenue Code imposed limitations under the ESP and ESOP) are provided in the following table: ESP ESOP SBP --- ---- --- A. W. Dahlberg $7,650 $810 $43,807 H. Allen Franklin 6,853 810 27,239 Charles D. McCrary 5,958 810 9,574 Stephen Wakefield 5,958 810 9,841 William L. Westbrook 6,853 810 9,659 18
Southern LINC and Energy Solutions SUMMARY COMPENSATION TABLE ANNUAL COMPENSATION LONG-TERM COMPENSATION Number of Securities Long- Name Underlying Term and Other Annual Stock Incentive All Other Principal Compensation Options Payouts Compensation Position Year Salary($) Bonus($) ($)1 (Shares) ($)2 ($)3 - ------------------------------------------------------------------------------------------------------------------------ SOUTHERN LINC Robert G. Dawson 2000 235,091 118,760 9,297 20,431 78,507 13,188 President, Chief 1999 222,232 204,473 5,840 8,014 94,837 11,931 Executive Officer, 1998 203,882 186,384 5,710 6,816 94,190 10,721 Director R. Craig Elder 2000 139,789 68,562 - 5,809 16,966 7,438 Vice President, 1999 126,247 93,996 - 3,596 20,169 6,931 Treasurer 1998 123,933 94,933 - 3,354 20,009 6,586 Rodney H. Johnson 4 2000 113,927 40,799 2,310 3,971 9,040 2,679 Vice President 1999 100,894 75,115 1,934 - 10,748 1,636 1998 - - - - - - Julie T. Pigott 4 2000 101,081 40,799 - 3,971 9,093 5,622 Vice President 1999 100,796 74,831 - - 10,827 5,406 1998 - - - - - - ENERGY SOLUTIONS Bertram E. Sears 5 2000 145,934 102,648 1,777 7,640 - 7,617 President, 1999 132,648 22,791 2,638 3,785 67,634 6,940 Director 1998 - - - - - - Thomas R. Thames 2000 119,923 102,384 533 5,211 - 6,255 Vice President, 1999 113,417 71,093 1,270 3,227 - 5,969 General Manager 1998 112,018 15,834 - 2,424 38,767 5,711 - -------- 1 Tax reimbursement by Energy Solutions and Southern LINC on certain personal benefits. 2 Payouts made in 1999, 2000 and 2001 for the four-year performance periods ending December 31, 1998, 1999 and 2000. 3 Southern LINC's and Energy Solutions' contributions to the ESP, ESOP, and non-pension related accruals under the SBP (ERISA excess plan under which accruals are made to offset Internal Revenue Code imposed limitations under the ESP and ESOP), for the following: ESP ESOP SBP --- ---- --- Robert G. Dawson $7,331 $810 $5,047 R. Craig Elder 6,289 810 339 Rodney H. Johnson 1,808 810 61 Julie T. Pigott 4,696 890 36 Bertram E. Sears 6,244 810 563 Thomas R. Thames 5,403 810 42 4 Ms. Pigott and Mr. Johnson became executive officers effective December 8, 1999. 5 Mr. Sears became an executive officer in 1999. 19
Southern Nuclear SUMMARY COMPENSATION TABLE ANNUAL COMPENSATION LONG-TERM COMPENSATION Number of Securities Long- Name Underlying Term and Other Annual Stock Incentive All Other Principal Compensation Options Payouts Compensation Position Year Salary($) Bonus($) ($)1 (Shares) ($)2 ($)3 - ---------------------------------------------------------------------------------------------------------------------- W. G. Hairston, III 2000 388,195 366,074 11,581 42,172 - 21,179 President and Chief 1999 366,897 66,601 1,615 20,895 311,562 20,285 Executive Officer 1998 358,650 70,001 13,983 14,890 270,495 19,684 Jack D. Woodard 2000 309,806 267,952 1,783 27,076 - 14,928 Executive Vice 1999 280,528 62,951 1,756 12,388 166,466 14,789 President 1998 259,009 55,511 3,156 10,735 132,472 13,756 David N. Morey 2000 200,626 140,717 1,104 17,379 - 10,695 Vice President 1999 193,000 32,045 1,316 6,948 111,258 10,335 1998 185,754 28,675 356 6,202 96,594 9,821 H. L. Sumner, Jr. 2000 190,529 137,676 117 14,453 - 1,836 Vice President 1999 182,244 29,401 90 6,572 97,722 1,337 1998 169,794 28,876 1,386 4,897 72,767 1,387 James B. Beasley, Jr. 2000 185,071 136,214 7,802 14,074 - 10,635 Vice President 1999 175,740 28,667 11,643 6,309 83,916 9,134 1998 155,469 26,878 1,919 3,830 60,495 7,523 1 Tax reimbursement by Southern Nuclear on certain personal benefits. 2 Payouts made in 1999 and 2000 for the four-year performance periods ending December 31, 1998 and 1999, respectively. 3 Southern Nuclear contributions to the ESP, ESOP, non-pension related accruals under the SBP (ERISA excess plan under which accruals are made to offset Internal Revenue Code imposed limitations under the ESP and ESOP), and tax sharing benefits paid to participants who elected receipt of dividends on SOUTHERN's common stock held in the ESP are provided in the following table: ESP ESOP SBP ESP Tax Sharing Benefit --- ---- --- ----------------------- William G. Hairston, III $7,491 $810 $12,878 $ - Jack D. Woodard 5,958 810 8,160 - David N. Morey 6,853 810 3,032 - H. L. Sumner, Jr. 319 810 707 - James B. Beasley, Jr. 6,647 810 2,245 933 20 STOCK OPTION GRANTS IN 2000 Stock Option Grants. The following table sets forth all stock option grants to the named executive officers of each operating subsidiary during the year ending December 31, 2000. ALABAMA, GEORGIA, GULF and MISSISSIPPI are incorporated by reference to the Information Statements relating to each of their respective 2001 Annual Meeting of Shareholders. SAVANNAH is incorporated by reference to page number III-4 in the SOUTHERN system's combined Form 10-K for the year ended December 31, 2000. SOUTHERN is incorporated by reference to "Option Grants in 2000" under STOCK OPTIONS in SOUTHERN's definitive Proxy Statement relating to the 2001 annual meeting of stockholders. Individual Grants Grant Date Value Number of % of Total Securities Options Exercise Underlying Granted to or Share Options Employees in Base Price Expiration Grant Date Name Granted 1 Fiscal Year 2 ($/Sh)3 Date3 Present Value($)3 ------------------------------------------------------------------------------------------------------------ SCS A. W. Dahlberg 215,616 3.1 23.25 04/01/2006 1,983,667 H. Allen Franklin 85,354 1.2 23.25 02/18/2010 491,639 Charles D. McCrary 29,201 0.4 23.25 02/18/2010 168,198 Stephen Wakefield 29,970 0.4 23.25 02/18/2010 172,627 William L. Westbrook 28,603 0.4 23.25 04/01/2006 164,753 Southern LINC Robert G. Dawson 20,431 0.3 23.25 02/18/2010 117,683 R. Craig Elder 5,809 0.1 23.25 02/18/2010 33,460 Rodney H. Johnson 3,971 - 23.25 02/18/2010 22,873 Julie T. Pigott 3,971 - 23.25 02/18/2010 22,873 Energy Solutions Bertram E. Sears 7,640 0.1 23.25 02/18/2010 44,006 Thomas R. Thames 5,211 0.1 23.25 02/18/2010 30,015 Southern Nuclear William G. Hairston, III 42,172 0.6 23.25 02/18/2010 242,911 Jack D. Woodard 27,076 0.4 23.25 02/18/2010 155,958 David N. Morey 17,379 0.2 23.25 02/18/2010 100,103 H. L. Sumner, Jr. 14,453 0.2 23.25 02/18/2010 83,249 James B. Beasley, Jr. 14,074 0.2 23.25 02/18/2010 81,066 1 Performance Stock Plan grants were made on February 18, 2000 and vest annually at a rate of one-third on the anniversary date of the grant. Grants fully vest upon termination incident to death, total disability, or retirement and expire five years after retirement, three years after death or total disability, or their normal expiration date if earlier. The exercise price is the average of the high and low fair market value of SOUTHERN's common stock on the date granted. Options may be transferred to family members, family trusts and family limited partnerships. 2 A total of 6,977,038 stock options were granted in 2000. 3 Value was calculated using the Black-Scholes option valuation model. The actual value, if any, ultimately realized depends on the market value of SOUTHERN's common stock at a future date. Significant assumptions are shown below: Risk-free Dividend Discount for forfeiture risk: Volatility rate of return opportunity Term before after vesting vesting - ------------------------------------------------------------------------------------------------------------------- Mr. Dahlberg 22.14% 6.52% 100% 10 years 7.79% 16.89% Others 22.14% 6.52% 50% 10 years 7.79% 12.40% These assumptions reflect the effects of cash dividend equivalents paid to participants under the Performance Dividend Plan assuming targets are met. 21
AGGREGATED STOCK OPTION EXERCISES IN 2000 AND YEAR-END OPTION VALUES Aggregated Stock Option Exercises. The following table sets forth information concerning options exercised during the year ending December 31, 2000 by the named executive officers and value of unexercised options held by them as of December 31, 2000. ALABAMA, GEORGIA, GULF and MISSISSIPPI are incorporated by reference to the Information Statements relating to each of their respective 2001 Annual Meeting of Shareholders. SAVANNAH is incorporated by reference to page number III-5 in the SOUTHERN system's combined Form 10-K for the year ended December 31, 2000. SOUTHERN is incorporated by reference to "Aggregated Stock Option Exercises in 2000 and Year-End Option Values" under OPTION EXERCISES in SOUTHERN's definitive Proxy Statement relating to the 2001 annual meeting of stockholders. Number of Unexercised Value of Unexercised Options at Fiscal In-the-Money Options at Year-End (#) Fiscal Year-End($) 1 Shares Acquired Value Exercisable/ Exercisable/ Name on Exercise (#) Realized($) 2 Unexercisable Unexercisable - ---------------------------------------------------------------------------------------------------------------------- SCS A. W. Dahlberg 10,718 122,253 646,241/403,665 6,849,657/3,388,463 H. Allen Franklin 10,728 125,721 234,422/142,963 2,755,413/1,234,031 Charles D. McCrary - - 60,726/42,769 671,053/380,718 Stephen Wakefield - - 29,981/44,177 278,099/392,582 William L. Westbrook - - 60,770/41,731 680,668/371,995 Southern LINC Robert G. Dawson - - 26,916/28,045 252,461/254,164 R. Craig Elder - - 7,434/9,324 69,911/81,072 Rodney H. Johnson - - 0/3,971 0/39,710 Julie T. Pigott - - 0/3,971 0/39,710 Energy Solutions Bertram E. Sears 6,108 50,373 0/11,202 0/99,734 Thomas R. Thames - - 2,692/8,170 17,245/71,520 Southern Nuclear William G. Hairston, III 74,757 716,693 16,892/61,065 108,311/545,740 Jack D. Woodard - - 53,852/38,912 582,274/348,236 David N. Morey - - 26,660/24,078 269,814/217,621 H. L. Sumner, Jr. - - 19,729/20,466 197,463/183,977 James B. Beasley, Jr. - - 17,874/19,557 179,583/176,809 1 This represents the excess of the fair market value of SOUTHERN's common stock of $33.25 per share, as of December 31, 2000, above the exercise price of the options. The Exercisable column reports the "value" of options that are vested and therefore could be exercised. The Unexercisable column reports the "value" of options that are not vested and therefore could not be exercised as of December 31, 2000. 2 The "Value Realized" is ordinary income, before taxes, and represents the amount equal to the excess of the fair market value of the shares or rights at the time of exercise over the exercise price. 22
LONG-TERM INCENTIVE PLANS - AWARDS IN 2000 Long-Term Incentive Awards. The following table sets forth the long-term incentive plan awards made to the named executive officers for the performance period January 1, 2000 through December 31, 2003. Long-Term Incentive Plans- Awards information for SOUTHERN is incorporated by reference to Long-Term Incentive Awards Table in SOUTHERN's definitive Proxy Statement relating to the 2001 annual meeting of stockholders. Estimated Future Payouts under Non-Stock Price-Based Plans Number Performance or of Other Period Units Until Maturation Threshold Target Maximum Name (#)1 or Payout ($)2 ($)2 ($)2 - ---------------------------------------------------------------------------------------------------------------------------------- PRODUCTIVITY IMPROVEMENT PLAN SCS A. W. Dahlberg 6,366 4 years 3,183 6,366 12,732 H. Allen Franklin 4,244 4 years 2,122 4,244 8,488 LONG-TERM INCENTIVE PLAN19 Southern LINC Robert G. Dawson 49,405 3 years 24,703 49,405 148,215 R. Craig Elder 15,514 3 years 7,757 15,514 46,542 Rodney H. Johnson 9,131 3 years 4,566 9,131 27,393 Julie T. Pigott 9,131 3 years 4,566 9,131 27,393 1 Each unit is equal to the value of one share of SOUTHERN's common stock. Under SOUTHERN's Executive Productivity Improvement Plan, the number of units granted to Messrs. Dahlberg and Franklin had a value based on the fair market value of common stock at the beginning of the performance period of $150,000 and $100,000, respectively. No awards are paid unless the participant remains employed by the Company through the end of the performance period. 2 The threshold, target, and maximum value of a unit under the plan is 50%, 100% and 200%, respectively, and can vary based on the Company's total shareholder return relative to selected groups of electric utilities. If certain minimum performance relative to the selected groups is not achieved, there will be no payout; nor is there a payout if the current earnings of the Company are not sufficient to fund the dividend rate paid in the last calendar year. The plan provides that in the discretion of the Compensation & Management Succession Committee, extraordinary income may be excluded for purposes of calculating the amount available for the payment of awards. All awards are payable in cash at the end of the performance period. The threshold, target and maximum value of a unit under Southern LINC's Long-Term Incentive Plan is 50%, 100% and 300%, respectively. 3 Under Southern LINC's Long-Term Incentive Plan, annual target awards range from 5 to 40 percent of base salary as of the end of the plan period, depending upon the grade of the participant at the beginning of the performance period. Performance is measured based on Southern LINC's net income. Incentives are earned based on the achievement of the overlapping three-year net income targets. 23
ITEM 6. OFFICERS AND DIRECTORS. PART III. (b) Stock Ownership. The following tables show the number of shares of SOUTHERN common stock and preferred stock owned by the directors, nominees and executive officers as of December 31, 2000. It is based on information furnished to SOUTHERN by the directors, nominees and executive officers. The shares owned by all directors, nominees and executive officers of each company as a group constitute less than one percent of the total number of shares of the respective classes outstanding on December 31, 2000. SOUTHERN is incorporated by reference to the Stock Ownership Table in SOUTHERN's definitive Proxy Statement relating to the 2001 annual meeting of stockholders. ALABAMA, GEORGIA, GULF and MISSISSIPPI are incorporated by reference to the Information Statements relating to each of their respective 2001 Annual Meeting of Shareholders. SAVANNAH is incorporated by reference to page number III-9 in the SOUTHERN system's combined Form 10-K for the year ended December 31, 2000. Name of Directors or Nominees and Number of Shares Executive Officers Title of Class Beneficially Owned (1)(2) - ------------------ -------------- ------------------ SCS A. W. Dahlberg SOUTHERN Common 776,714 H. Allen Franklin SOUTHERN Common 298,828 Elmer B. Harris SOUTHERN Common 316,409 David M. Ratcliffe SOUTHERN Common 132,683 Charles D. McCrary SOUTHERN Common 72,676 Stephen Wakefield SOUTHERN Common 40,649 William L. Westbrook SOUTHERN Common 146,129 The directors, nominees and executive officers of SCS as a Group SOUTHERN Common 2,112,673 shares SEGCO Robert L. Boyer SOUTHERN Common 74,654 Thomas A. Fanning SOUTHERN Common 42,712 Michael Garrett SOUTHERN Common 35,549 Elmer B. Harris SOUTHERN Common 316,409 Robert H. Haubein, Jr. SOUTHERN Common 60,454 William B. Hutchins, III SOUTHERN Common 74,364 24 ITEM 6. OFFICERS AND DIRECTORS. PART III. Name of Directors or Nominees and Number of Shares Executive Officers Title of Class Beneficially Owned (1)(2) - ------------------ -------------- ------------------ SEGCO (continued) Charles D. McCrary SOUTHERN Common 72,676 David M. Ratcliffe SOUTHERN Common 132,683 Jerry L. Stewart SOUTHERN Common 38,927 The directors, nominees and executive officers of SEGCO as a Group SOUTHERN Common 848,428 shares Southern LINC A. W. Dahlberg SOUTHERN Common 776,714 Robert G. Dawson SOUTHERN Common 58,632 R. Craig Elder SOUTHERN Common 20,476 H. Allen Franklin SOUTHERN Common 298,828 Elmer B. Harris SOUTHERN Common 316,409 Rodney H. Johnson SOUTHERN Common 4,220 Julie T. Pigott SOUTHERN Common 2,328 David M. Ratcliffe SOUTHERN Common 132,683 W. L. Westbrook SOUTHERN Common 146,129 The directors, nominees and executive officers of Southern LINC as a Group SOUTHERN Common 979,705 shares 25 ITEM 6. OFFICERS AND DIRECTORS. PART III. Name of Directors or Nominees and Number of Shares Executive Officers Title of Class Beneficially Owned (1)(2) - ------------------ -------------- ------------------ Energy Solutions Bertram Sears SOUTHERN Common 4,583 The directors, nominees and executive officers of Energy Solutions as a Group SOUTHERN Common 4,583 shares Southern Nuclear A. W. Dahlberg SOUTHERN Common 776,714 H. Allen Franklin SOUTHERN Common 298,828 William G. Hairston, III SOUTHERN Common 53,919 Elmer B. Harris SOUTHERN Common 316,409 David M. Ratcliffe SOUTHERN Common 132,683 James B. Beasley, Jr. SOUTHERN Common 37,916 David N. Morey SOUTHERN Common 52,527 H. L. Sumner, Jr. SOUTHERN Common 27,275 Jack D. Woodard SOUTHERN Common 86,693 The directors, nominees and executive officers of Southern Nuclear as a Group SOUTHERN Common 1,782,964 shares Notes to Item 6, Part III(b): (1) As used in these tables, "beneficial ownership" means the sole or shared power to vote, or to direct the voting of, a security and/or investment power with respect to a security (i.e., the power to dispose of, or to direct the disposition of, a security). (2) The shares shown include shares of common stock of which certain directors and officers have the right to acquire beneficial ownership within 60 days pursuant to the Executive Stock Option Plan, as follows: Mr. Beasley, 22,566 shares; Mr. Boyer, 26,548 shares; Mr. Dahlberg, 718,113 shares; Mr. Dawson, 33,727 shares; Mr. Elder, 9,371 shares; Mr. Fanning, 34,695 shares; Mr. Franklin, 262,874 shares; Mr. Garrett, 30,473 shares; Mr. Hairston, 30,950 shares; Mr. Harris, 266,053 shares; Mr. Haubein, 57,830 shares; Mr. Hutchins 58,002 shares; Mr. Johnson, 1,324 shares; Mr. McCrary, 70,460 shares; Mr. Morey, 32,453 shares; Ms. Pigott, 1,324 shares; Mr. Ratcliffe 121,589 shares; Mr. Stewart, 30,554 shares; Mr. Sumner, 24,547 shares; Mr. Wakefield, 39,971 shares; Mr. Westbrook, 74,919 shares; and Mr. Woodard, 62,878 shares. Also included are shares of SOUTHERN common stock held by the spouse of Mr. Harris, 310 shares. 26 ITEM 6. OFFICERS AND DIRECTORS. PART III. (c) Contracts and transactions with system companies. ALABAMA, GEORGIA, GULF, and MISSISSIPPI are incorporated by reference to the Information Statements relating to each of their respective 2001 Annual Meeting of Shareholders. SAVANNAH is incorporated by reference to page number III-10 in the SOUTHERN system's combined Form 10-K for the year ended December 31, 2000. (d) Indebtedness to system companies. None. ---------------------------------- (e) Participation in bonus and profit sharing arrangements and other benefits. ---------------------------------------------------------------- SOUTHERN is incorporated by reference to Executive Compensation in SOUTHERN's definitive Proxy Statement relating to the 2001 annual meeting of stockholders. Also, ALABAMA, GEORGIA, GULF, and MISSISSIPPI are incorporated by reference to the Information Statements relating to each of their respective 2001 Annual Meeting of Shareholders. SAVANNAH is incorporated by reference to page number III-8 in the SOUTHERN system's combined Form 10-K for the year ended December 31, 2000. SOUTHERN's Change in Control Plan is applicable to certain of its officers, and individual change in control agreements have been entered into with some of the most highly compensated executive officers of SCS, SEGCO, and Southern LINC, Southern Nuclear. If an executive is involuntarily terminated, other than for cause, within two years following a change in control of SOUTHERN the agreements provide for: o lump sum payment of two or three times annual compensation, o up to five years' coverage under group health and life insurance plans, o immediate vesting of all stock options and stock appreciation rights previously granted, o payment of any accrued long-term and short-term bonuses and dividend equivalents, and o payment of any excise tax liability incurred as a result of payments made under the agreement. A SOUTHERN change in control is defined under the agreements as: o acquisition of at least 20 percent of the SOUTHERN's stock, o a change in the majority of the members of the SOUTHERN's board of directors, o a merger or other business combination that results in SOUTHERN's shareholders immediately before the merger owning less than 65 percent of the voting power after the merger, or o a sale of substantially all the assets of SOUTHERN. A change in control of a subsidiary is defined under the agreements as: o acquisition of at least 50 percent of the subsidiary's stock, o a merger or other business combination unless SOUTHERN controls the surviving entity or o a sale of substantially all the assets of the subsidiary. If a change in control affects only a subsidiary of SOUTHERN, these payments would only be made to executives of the affected subsidiary who are involuntarily terminated as a result of that change in control. SOUTHERN also has amended its short- and long-term incentive plans to provide for pro-rata payments at not less than target-level performance if a change in control occurs and the plans are not continued or replaced with comparable plans. On February 28, 1998, SOUTHERN and GEORGIA entered into a Deferred Compensation Agreement with Mr. Franklin. On the fifth anniversary of the Agreement, if still employed by SOUTHERN or one of its subsidiaries, Mr. Franklin will receive the cash value of the number of shares of SOUTHERN common stock that could have been purchased for $500,000 on February 28, 1998, and on which dividends were reinvested throughout the five-year period. If certain performance goals are met, Mr. Franklin also will receive the estimated income tax expense on the compensation. Mr. Franklin may elect to defer receipt of the award until termination of employment. GEORGIA assigned this agreement to SCS effective July 8, 1999. 27 On February 23, 1998, SOUTHERN and Southern Nuclear entered into a Deferred Compensation Agreement with Mr. Woodard. On the fifth anniversary of the Agreement, if still employed by SOUTHERN or one of its subsidiaries, Mr. Woodard will receive the cash value of the number of shares of SOUTHERN common stock that could have been purchased for $200,000 on February 23, 1998, and on which dividends were reinvested throughout the five-year period. If certain performance goals are met, Mr. Woodard also will receive the estimated income tax expense on the compensation. Mr. Woodard may elect to defer receipt of the award until termination of employment. On February 23, 1998, SOUTHERN and Southern Nuclear entered into a Deferred Compensation Agreement with Mr. Hairston. On the fifth anniversary of the Agreement, if still employed by SOUTHERN or one of its subsidiaries, Mr. Hairston will receive the cash value of the number of shares of SOUTHERN common stock that could have been purchased for $250,000 on February 23, 1998, and on which dividends were reinvested throughout the five-year period. If certain performance goals are met, Mr. Hairston also will receive the estimated income tax expense on the compensation. Mr. Hairston may elect to defer receipt of the award until termination of employment. (f) Rights to indemnity. Incorporated by reference are the by-laws, for the companies of the SOUTHERN system, contained herein as Exhibits. -------------------- 28 ITEM 7. CONTRIBUTIONS AND PUBLIC RELATIONS. (1) Expenditures, disbursements or payments, directly or indirectly, in money, goods or services, to or for the account of any political party, candidate for public office or holder of such office, or any committee or agent thereof.
Accounts Charged, if any, per Books of Disbursing Name of Company Name of Recipient or Beneficiary Purpose Company Amount($) - --------------- -------------------------------- ------- ------- --------- None ALABAMA, GEORGIA, GULF, MISSISSIPPI and SAVANNAH have established political action committees and have incurred certain costs in the administration of these committees in accordance with the provisions of the Federal Election Campaign Act and the Public Utility Holding Company Act. (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. The information called for by this item was compiled, and memoranda from each company in the system were received and are being preserved by SOUTHERN, in accordance with the instructions to this item. Accounts Charged, if any, per Books Name of Company Name of Recipient or Beneficiary Purpose of Disbursing Company Amount($) - --------------- -------------------------------- ------- --------------------- --------- SOUTHERN Southern Company Charitable Funding 426 1,000,000 Foundation, Inc. ALABAMA Business Council of Alabama Dues & Support 930,426 293,133 Cahaba River Society Support 506,520,539,549, 3,060 563,588,921 Edison Electric Institute Dues 908,921,930,728 543,167 National Association of Manufacturers Dues 930 15,000 Nature Conservancy of Alabama Dues & Support 506,520,539,549, 10,100 563,588,921 Nuclear Energy Institute Dues 524,426 345,376 * Public Affairs Research Council of Alabama Dues & Support 921,426 12,620 GEORGIA Atlanta Convention and Visitors Bureau Dues 930 5,000 Central Atlanta Progress Dues 930 26,750 Cobb County Convention and Visitors Bureau Dues 930 5,000 Council for Quality Growth Dues 930 2,500 Edison Electric Institute Dues 426,930 757,114 Forward Atlanta Dues 930 200,000 Georgia Agribusiness Council Dues 930 1,725 Georgia Conservancy Support 426 8,000 n/a 75,000 ** Georgia Council on Economic Education Dues n/a 20,000 ** National Association of Manufacturers Dues 930 12,000 National Food and Energy Council Dues 930 2,000 Nature Conservancy Support 426 5,000 n/a 225,000 ** Nuclear Energy Institute Dues 524,426 400,048 *** Regional Business Coalition Dues 930 6,000 * This amount was paid by Southern Nuclear and billed to ALABAMA. ** Georgia Power Foundation. *** This amount, which excludes dues billed to joint owners of Plants Hatch and Vogtle, was paid by Southern Nuclear and billed to GEORGIA. 29 ITEM 7. CONTRIBUTIONS AND PUBLIC RELATIONS. (Continued) Accounts Charged, if any, per Books of Disbursing Name of Company Name of Recipient or Beneficiary Purpose Company Amount($) - --------------- -------------------------------- ------- ------- --------- GULF Associated Industries of Florida Dues 930 7,000 Economic Development Council - Bay County Dues & Support 912 15,000 Economic Development Council - Okaloosa County Dues & Support 912 14,050 Economic Development Council - Walton County Support 912 15,000 Edison Electric Institute Dues 426,930 132,651 Enterprise Florida Support 912 57,606 Florida Chamber of Commerce Dues 912 19,115 Florida Public Relations Association Dues 921 1,795 Florida TaxWatch, Inc. Dues 426 5,000 Foundation for the Future Support 912 25,000 Haas Center - University of West Florida Support 912 20,000 Northwest Florida Regional Economic Development Coalition Support 912 67,514 T.E.A.M. Santa Rosa - Council of Economic Activity Dues & Support 912 13,765 Washington County Chamber of Commerce Support 912 10,000 Other Economic Development Councils/ Activity Groups (6 Beneficiaries) Dues & Support 426,912,930 9,398 MISSISSIPPI East Mississippi Business Development Corporation Dues 930 10,000 Edison Electric Institute Dues 930 96,237 Mississippi Economic Council Dues 426,930 50,000 Mississippi Gulf Coast Chamber of Commerce Dues 930 4,095 Mississippi Gulf Coast Economic Dues 930 1,500 Mississippi Manufacturers Association Dues 426,930 2,100 Mississippi Wildlife Federation Dues 426,930 5,000 Retail Association of Mississippi Dues 426,930 2,000 Wolf River Conservation Dues 426 3,000 SAVANNAH Business, Education and Technology Alliance of Southeast Georgia Dues 930 500 Edison Electric Institute Dues 426,930 56,388 Georgia Conservancy Support 426 2,500 Georgia Council on Economic Education Dues 426 2,000 Georgia Economic Developers Association Dues 930 800 Nature Conservancy Support 426 5,000 Savannah Development & Renewal Authority Support 426 250 Savannah Tree Foundation Support 426 8,000 Other Economic Development Councils/ Activity Groups (8 Beneficiaries) Membership & Dues 930 16,722
30 ITEM 8. SERVICE, SALES AND CONSTRUCTION CONTRACTS. PART I.
In Effect on Dec. 31 Transactions Serving Company Receiving Company Compensation Contract (Yes or No) (1) (2) (3) (4) (5) (6) - -------------------------------------------------------------------------------------------------------------------- (Note) (Note) Southern LINC (Note) (Note) Yes (Note) (Note) Energy Solutions (Note) (Note) Yes Sublease of railcars ALABAMA MISSISSIPPI $362,892 Yes Sublease of railcars ALABAMA SAVANNAH $1,497 Yes Sublease of railcars GEORGIA MISSISSIPPI $476,123 Yes Sublease of railcars GEORGIA SAVANNAH $67,197 Yes Sublease of railcars MISSISSIPPI ALABAMA $1,888,376 Yes Sublease of railcars MISSISSIPPI GEORGIA $1,322,723 Yes Sublease of railcars MISSISSIPPI SAVANNAH $1,046 Yes Sublease of railcars SAVANNAH ALABAMA $286 Yes Sublease of railcars SAVANNAH GEORGIA $399,924 Yes Sublease of railcars SAVANNAH GULF $739 Yes Sublease of railcars SAVANNAH MISSISSIPPI $168 Yes
Note: Southern LINC and Energy Solutions have agreements with SCS, ALABAMA, GEORGIA, GULF, MISSISSIPPI and SAVANNAH pursuant to which Southern LINC and Energy Solutions reimburse each of such companies for the full cost of services, personnel and facilities provided to Southern LINC and Energy Solutions. Pursuant to such agreements, during 2000 the total reimbursements to SCS, ALABAMA, GEORGIA, GULF, MISSISSIPPI and SAVANNAH from Southern LINC were $38,678,839; $1,198,341; $825,038; $204,411; $95,416; and $42,352, respectively; and from Energy Solutions were $7,290,857; $1,231,996; $1,590,359; $62,689; $2,346; and $25,300, respectively. Part II. None. Part III. None. 31 ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES Part I(a) Key terms: FUCO means Foreign Utility Company EWG means Exempt Wholesale Generator SPS means Special Purpose Subsidiary IS means Intermediate Subsidiary
- --------------------------------------------------- ---------- -------------------- ------------ COMPANY, LOCATION AND ADDRESS FUCO, OWNERSHIP % OWNED EWG, IS --------------------------------------------------- ---------- -------------------- ------------ Southern Energy Finance Capital Corporation SPS SOUTHERN 100% --------------------------------------------------- ---------- -------------------- ------------ Southern Energy Finance Company, Inc. IS Southern Energy 100% Finance Capital Corporation --------------------------------------------------- ---------- -------------------- ------------ EPZ Lease, Inc. IS Southern Energy 100% 1403 Foulk Road, Finance Company, Foulkstone Plaza Suite 102-9 Inc. Wilmington, DE 19803 --------------------------------------------------- ---------- -------------------- ------------ EPZ Lease, LLC IS EPZ Lease, Inc. 99% 1403 Foulk Road, Southern Energy 1% Foulkstone Plaza Suite 102-9 Finance Company, Wilmington, DE 19803 Inc. --------------------------------------------------- ---------- -------------------- ------------ EPZ Lease Holding A, LLC IS EPZ Lease,LLC 99% 1403 Foulk Road, EPZ Lease, Inc. 1% Foulkstone Plaza Suite 102-9 Wilmington, DE 19803 --------------------------------------------------- ---------- -------------------- ------------ EPZ Lease Holding B, LLC IS EPZ Lease, LLC 99% 1403 Foulk Road, EPZ Lease, Inc. 1% Foulkstone Plaza Suite 102-9 Wilmington, DE 19803 -------------------------------------------------- ---------- -------------------- ------------ EPZ Lease Holding C, LLC IS EPZ Lease, LLC 99% 1403 Foulk Road, EPZ Lease, Inc. 1% Foulkstone Plaza Suite 102-9 Wilmington, DE 19803 - --------------------------------------------------- ---------- -------------------- ------------ EPZ Lease Trust A FUCO EPZ Lease Holding 100% c/o Wilmington Trust Company A, LLC 1100 North Market Street Rodney Square North Wilmington, DE 19890 - --------------------------------------------------- ---------- -------------------- ------------ EPZ Lease Trust B FUCO EPZ Lease Holding 100% c/o Wilmington Trust Company B, LLC 1100 North Market Street Rodney Square North Wilmington, DE 19890 - --------------------------------------------------- ---------- -------------------- ------------ EPZ Lease Trust C FUCO EPZ Lease Holding 100% c/o Wilmington Trust Company C, LLC 1100 North Market Street Rodney Square North Wilmington, DE 19890 - --------------------------------------------------- ---------- -------------------- ------------ Southern Energy Clairton, Inc. IS Southern Energy 100% 1403 Foulk Road, Finance Company, Foulkstone Plaza Suite 102-9 Inc. Wilmington, DE 19803 - --------------------------------------------------- ---------- -------------------- ------------ 32 - --------------------------------------------------- ---------- -------------------- ------------ COMPANY, LOCATION AND ADDRESS FUCO, OWNERSHIP % OWNED EWG, IS - --------------------------------------------------- ---------- -------------------- ------------ Southern Energy Clairton, L.L.C IS Southern Energy 85% 1403 Foulk Road, Clairton, Inc. Foulkstone Plaza Suite 102-9 Southern Energy 15% Wilmington, DE 19803 Clairton2, Inc. - --------------------------------------------------- ---------- -------------------- ------------ Southern Energy Clairton2, Inc. IS Southern Energy 100% 1403 Foulk Road, Finance Company, Foulkstone Plaza Suite 102-9 Inc. Wilmington, DE 19803 - --------------------------------------------------- ---------- -------------------- ------------ Southern Company Capital Funding, Inc. IS SOUTHERN 100% 1403 Foulk Road, Foulkstone Plaza Suite 102-9 Wilmington, DE 19803 - --------------------------------------------------- ---------- -------------------- ------------ Southern Company Capital Trust I SPS Southern Company 100% 1403 Foulk Road, Capital Funding, Foulkstone Plaza Suite 102-9 Inc. Wilmington, DE 19803 - --------------------------------------------------- ---------- -------------------- ------------ Southern Company Capital Trust II SPS Southern Company 100% 1403 Foulk Road, Capital Funding, Foulkstone Plaza Suite 102-9 Inc. Wilmington, DE 19803 - --------------------------------------------------- ---------- -------------------- ------------ Southern Company Capital Trust III SPS Southern Company 100% 1403 Foulk Road, Capital Funding, Foulkstone Plaza Suite 102-9 Inc. Wilmington, DE 19803 - --------------------------------------------------- ---------- -------------------- ------------ Southern Company Capital Trust IV IS Southern Company 100% 1403 Foulk Road, Capital Funding, Foulkstone Plaza Suite 102-9 Inc. Wilmington, DE 19803 - --------------------------------------------------- ---------- -------------------- ------------ Southern Company Capital Trust V IS Southern Company 100% 1403 Foulk Road, Capital Funding, Foulkstone Plaza Suite 102-9 Inc. Wilmington, DE 19803 - --------------------------------------------------- ---------- -------------------- ------------ Mobile Energy Services Holdings, Inc. IS Southern Company 100% 1155 Perimeter Center West Atlanta, GA 30338 - --------------------------------------------------- ---------- -------------------- ------------ Mobile Energy Services, L.L.C. IS Mobile Energy 100% 1155 Perimeter Center West Services Holdings, Atlanta, GA 30338 Inc. - --------------------------------------------------- ---------- -------------------- ------------ 33 - --------------------------------------------------- ---------- -------------------- ------------ COMPANY, LOCATION AND ADDRESS FUCO, OWNERSHIP % OWNED EWG, IS - --------------------------------------------------- ---------- -------------------- ------------ Southern Energy Carbontronics, Inc. IS Southern Energy 100% 270 Peachtree Street Finance Company, Atlanta, GA 30303 Inc. - --------------------------------------------------- ---------- -------------------- ------------ Southern Energy Carbontronics, L.L.C. IS Southern Energy 99% 1403 Foulk Road, Carbontronics, Inc. Foulkstone Plaza Suite 102-9 Southern Energy Wilmington, DE 19803 Finance Company, 1% Inc. - --------------------------------------------------- ---------- -------------------- ------------ Dutch Gas Lease, Inc. IS Southern Energy 100% 1403 Foulk Road, Finance Company, Foulkstone Plaza Suite 102-9 Inc. Wilmington, DE 19803 - --------------------------------------------------- ---------- -------------------- ------------ Dutch Gas Lease, LLC IS Dutch Gas Lease, 99% 1403 Foulk Road, Inc. Foulkstone Plaza Suite 102-9 Southern Energy 1% Wilmington, DE 19803 Finance Company, Inc. - --------------------------------------------------- ---------- -------------------- ------------ Dutch Gas Lease Holding A, L.L.C. IS Dutch Gas Lease, 100% 1403 Foulk Road, L.L.C. Foulkstone Plaza Suite 102-9 Wilmington, DE 19803 - --------------------------------------------------- ---------- -------------------- ------------ Dutch Gas Lease Trust A FUCO Dutch Gas Lease 100% 1403 Foulk Road, Holding A, L.L.C. Foulkstone Plaza Suite 102-9 Wilmington, DE 19803 - --------------------------------------------------- ---------- -------------------- ------------ Dutch Gas Lease Holding B, L.L.C. IS Dutch Gas Lease, 100% 1403 Foulk Road, L.L.C. Foulkstone Plaza Suite 102-9 Wilmington, DE 19803 - --------------------------------------------------- ---------- -------------------- ------------ Dutch Gas Lease Trust B FUCO Dutch Gas Lease 100% 1403 Foulk Road, Holding B. L.L.C. Foulkstone Plaza Suite 102-9 Wilmington, DE 19803 - --------------------------------------------------- ---------- -------------------- ------------ Dutch Gas Lease Holding C, L.L.C. IS Dutch Gas Lease, 100% 1403 Foulk Road, L.L.C. Foulkstone Plaza Suite 102-9 Wilmington, DE 19803 - --------------------------------------------------- ---------- -------------------- ------------ Dutch Gas Lease Trust C FUCO Dutch Gas Lease 100% 1403 Foulk Road, Holding C, L.L.C. Foulkstone Plaza Suite 102-9 Wilmington, DE 19803 - --------------------------------------------------- ---------- -------------------- ------------ NUON Lease, Inc. IS Southern Energy 100% 1403 Foulk Road, Finance Company, Foulkstone Plaza Suite 102-9 Inc. Wilmington, DE 19803 - --------------------------------------------------- ---------- -------------------- ------------ NUON Lease Holding D, L.L.C. IS NUON Lease, Inc. 100% 1403 Foulk Road, Foulkstone Plaza Suite 102-9 Wilmington, DE 19803 - --------------------------------------------------- ---------- -------------------- ------------ NUON Lease Trust D FUCO NUON Lease Holding 100% 1403 Foulk Road, D, L.L.C. Foulkstone Plaza Suite 102-9 Wilmington, DE 19803 - --------------------------------------------------- ---------- -------------------- ------------ NUON Lease Holding E, L.L.C. IS NUON Lease, Inc. 100% 1403 Foulk Road, Foulkstone Plaza Suite 102-9 Wilmington, DE 19803 - --------------------------------------------------- ---------- -------------------- ------------ NUON Lease Trust E FUCO NUON Lease Holding 100% 1403 Foulk Road, E, L.L.C. Foulkstone Plaza Suite 102-9 Wilmington, DE 19803 - --------------------------------------------------- ---------- -------------------- ------------ NUON Lease Holding F, L.L.C. IS NUON Lease, Inc. 100% 1403 Foulk Road, Foulkstone Plaza Suite 102-9 Wilmington, DE 19803 - --------------------------------------------------- ---------- -------------------- ------------ NUON Lease Trust F FUCO NUON Lease Holding 100% 1403 Foulk Road, F, L.L.C. Foulkstone Plaza Suite 102-9 Wilmington, DE 19803 - --------------------------------------------------- ---------- -------------------- ------------ GAMOG Lease, Inc. IS Southern Energy 100% 1403 Foulk Road, Finance Company, Foulkstone Plaza Suite 102-9 Inc. Wilmington, DE 19803 - --------------------------------------------------- ---------- -------------------- ------------ GAMOG Lease Holding G, L.L.C. IS Gamog Lease, Inc. 100% 1403 Foulk Road, Foulkstone Plaza Suite 102-9 Wilmington, DE 19803 - --------------------------------------------------- ---------- -------------------- ------------ GAMOG Lease Trust G FUCO Gamog Lease 100% 1403 Foulk Road, Holding G, L.L.C. Foulkstone Plaza Suite 102-9 Wilmington, DE 19803 - --------------------------------------------------- ---------- -------------------- ------------ GAMOG Lease Holding H, L.L.C. IS Gamog Lease, Inc. 100% 1403 Foulk Road, Foulkstone Plaza Suite 102-9 Wilmington, DE 19803 - --------------------------------------------------- ---------- -------------------- ------------ GAMOG Lease Trust H FUCO Gamog Lease 100% 1403 Foulk Road, Holding H, L.L.C. Foulkstone Plaza Suite 102-9 Wilmington, DE 19803 - --------------------------------------------------- ---------- -------------------- ------------ GAMOG Lease Holding I, L.L.C. IS Gamog Lease, Inc. 100% 1403 Foulk Road, Foulkstone Plaza Suite 102-9 Wilmington, DE 19803 - --------------------------------------------------- ---------- -------------------- ------------ GAMOG Lease Trust I FUCO Gamog Lease 100% 1403 Foulk Road, Holding I, L.L.C. Foulkstone Plaza Suite 102-9 Wilmington, DE 19803 - --------------------------------------------------- ---------- -------------------- ------------ 35
EM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES PART I(b) As discussed in SOUTHERN's Application on Form U-1 (File No. 70-9727) relating to the spin-off of Mirant Corporation (Mirant), SOUTHERN and Mirant reorganized certain energy-related and FUCO activities and Mirant completed a tax-free distribution to SOUTHERN of these activities on March 5, 2001 (the "Mini-Spin"). On April 2, 2001, SOUTHERN completed the spin-off of its remaining ownership interest in Mirant to SOUTHERN's shareholders. Therefore, the four indirect subsidiaries (EPZ Lease, Inc., Dutch Gas Lease, Inc., GAMOG Lease, Inc. and NUON Lease, Inc.) obtained through the Mini-Spin are the only remaining FUCO or EWG investments held by SOUTHERN. Although it now owns all of the equity in these companies as a result of the Mini-Spin, SOUTHERN has no direct or indirect investment or any aggregate investment within the meaning of Rule 53 in these FUCOs. SOUTHERN has executed limited keep-well commitments whereby SOUTHERN would be required to make capital contributions to Southern Energy Finance Capital Corp. or to Southern Energy Finance Company, Inc. in the event of a shortfall in the scheduled debt service resulting from certain changes in the payments due from SOUTHERN under the Southern Company Income Tax Allocation Agreement. The maximum potential capital contribution required under these commitments is the unamortized balance of the related loans, which totaled approximately $414 million as of December 31, 2000. 36 ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES PART I(c)
- ------------------------------------------------------------------ ------------------------------- ------------------------------ COMPANIES DEBT TO EQUITY EARNINGS - ------------------------------------------------------------------ ------------------------------- ------------------------------ Southern Energy Finance Capital Corporation 2.06 $27,452,386 Southern Energy Finance Company, Inc. .53 $37,756,832 EPZ Lease, Inc. EPZ Lease, L.L.C. EPZ Lease Holdings A, L.L.C. EPZ Lease Trust A EPZ Lease Holdings B L.L.C. EPZ Lease Trust B EPZ Lease Holdings C L.L.C. EPZ Lease Trust C Dutch Gas Lease, Inc. Dutch Gas Lease, L.L.C. Dutch Gas Lease Holdings A, L.L.C. Dutch Gas Lease Trust A Dutch Gas Lease Holdings B L.L.C. Dutch Gas Lease Trust B Dutch Gas Lease Holdings C L.L.C. Dutch Gas Lease Trust C GAMOG Lease, Inc. GAMOG Lease Holdings A, LLC GAMOG Lease Trust A GAMOG Lease Holdings B, LLC GAMOG Lease Trust B GAMOG Lease Holdings C, LLC GAMOG Lease Trust C Nuon Lease, Inc. Nuon Lease Holdings D, LLC Nuon Lease Trust D Nuon Lease Holdings E, LLC Nuon Lease Trust E Nuon Lease Holdings F, LLC Nuon Lease Trust F Southern Energy Clairton, Inc. Southern Energy Clairton 2, Inc. Southern Energy Clairton, LLC Clairton 1314 B Partnership, L.P. Southern Energy Carbontronics, Inc. Southern Energy Carbontronics, LLC - ------------------------------------------------------------------ ------------------------------- ------------------------------
PART I(d) None. PART II Exhibits G and H submitted with this filing, are being incorporated by reference. 37 ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES PART III
SOUTHERN's aggregate investment in EWGs and FUCOs at December 31, 2000 is as follows: - --------------------------------------------- ------------------ ------------------ ------------------ ----------------- Total1 Equity(1) Debt Guarantees(2) ------------------ ------------------ ------------------ ---------------- Investment In EWGs & FUCOs (A) $- $- $- $- - --------------------------------------------- ------------------ ------------------ ------------------ ----------------- - ----------------------------------------------------------------------------------------------------------------------- Investment in SOUTHERN's Investment -------------------------------------------------------------------------- Domestic Public-Utility Subs Total Equity Debt Guarantees - ----------------------------------------------------------------------------------------------------------------------- ALABAMA..........................................$1,967,720,884 $1,967,720,884 $- $- GEORGIA..........................................$2,461,747,804 $2,461,747,804 - - GULF...............................................$271,535,856 $271,535,856 - - MISSISSIPPI........................................$231,851,082 $231,851,082 - - SAVANNAH............................................$65,489,177 $65,489,177 - - MESCO...................................................... $0 $0 - - (B) Total Domestic Public - Utility $4,998,344,803 $4,998,344,803 $- $- Subsidiaries - ----------------------------------------------------------------------------------------------------------------------- RATIO A/B...................................................n/a 1 (1) At December 31, 2000, SOUTHERN's aggregate investment in EWGs and FUCOs under Rule 53 totaled approximately $2.420 billion (File No. 70-9869). However, following the completion of the spin-off of Mirant on April 2, 2001 and as discussed in SOUTHERN's Application on Form U-1 (File No. 70-9727) relating to the spin-off, SOUTHERN retained only four indirect subsidiaries (EPZ Lease, Inc., Dutch Gas Lease, Inc., GAMOG Lease, Inc. and NUON Lease, Inc.) that qualify as FUCOs and none that qualify as EWGs. SOUTHERN has no equity or debt investment within the meaning of Rule 53 in these four FUCO subsidiaries. SOUTHERN has executed limited keep-well commitments whereby SOUTHERN would be required to make capital contributions to Southern Energy Finance Capital Corp. or to Southern Energy Finance Company, Inc. in the event of a shortfall in the scheduled debt service resulting from certain changes in the payments due from SOUTHERN under the Southern Company Income Tax Allocation Agreement. The maximum potential capital contribution required under these commitments is the unamortized balance of the related loans, which totaled approximately $414 million as of December 31, 2000. (2) Following the completion of the Mirant spin off , SOUTHERN continues to guarantee certain foreign currency swap transactions for Mirant entities with EWG subsidiaries. At December 31, 2000, notional amounts under these swaps were the differences between (pound)44 million and $68 million and between DM370 million and $206 million; however, due to favorable exchange rates SOUTHERN had no exposure under these guarantees. The sterling and deutsche mark swaps expire in 2002 and 2003, respectively. After the spin off, Mirant will pay SOUTHERN a monthly fee of 1 percent on the average aggregate maximum principal amount of all guarantees outstanding until they are replaced or expire. Mirant must use reasonable efforts to release SOUTHERN from all such support arrangements and will indemnify SOUTHERN for any obligations incurred.
38
ITEM 10 - FINANCIAL STATEMENTS AND EXHIBITS SOUTHERN AND SUBSIDIARY COMPANIES INDEX TO FINANCIAL STATEMENTS DECEMBER 31, 2000 Page Number REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS A-1 FINANCIAL STATEMENTS: Consolidating Statement of Income for the Year Ended December 31, 2000 A-2 Consolidating Statement of Cash Flows for the Year Ended December 31, 2000 A-4 Consolidating Balance Sheet at December 31, 2000 A-6 Consolidating Statement of Capitalization at December 31, 2000 A-10 Consolidating Statement of Retained Earnings for the Year Ended December 31, 2000 A-14 Consolidating Statement of Paid-in Capital for the Year Ended December 31, 2000 A-15 Notes to Financial Statements at December 31, 2000 A-16 OTHER FINANCIAL STATEMENTS: ALABAMA consolidated with ALABAMA TRUST I, ALABAMA TRUST II and ALABAMA TRUST III A-17 Alabama Property Company (Unaudited; Not consolidated in Parent, ALABAMA) A-22 GEORGIA consolidated with PIEDMONT, GEORGIA CAPITAL, GEORGIA TRUST I, GEORGIA TRUST II, GEORGIA TRUST III and GEORGIA TRUST IV A-24 GULF consolidated with GULF TRUST I and GULF TRUST II A-29 MISSISSIPPI consolidated with MISSISSIPPI TRUST I A-33 SAVANNAH consolidated with SAVANNAH ELECTRIC TRUST I A-37 EXHIBITS A-41 SCHEDULES: Schedules supporting financial statements of ALABAMA, GEORGIA, GULF, MISSISSIPPI, SAVANNAH and SEGCO are incorporated by reference to those companies' annual reports on Federal Energy Regulatory Commission Form 1 for the year ended December 31, 2000, as filed with the Federal Energy Regulatory Commission.
A ARTHUR ANDERSEN REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To The Southern Company: We have audited the consolidated balance sheet and consolidated statement of capitalization of THE SOUTHERN COMPANY (a Delaware corporation) and subsidiary companies as of December 31, 2000, and the related consolidated statements of income, comprehensive income, retained earnings, paid-in capital, accumulated other comprehensive income, and cash flows for the year then ended (included in the 2000 annual report on Form 10-K, which is Exhibit A-1 to this Form U5S). These financial statements are the responsibility of the company's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of The Southern Company and subsidiary companies as of December 31, 2000, and the results of their operations and their cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States. /s/ Arthur Andersen LLP Atlanta, Georgia February 28, 2001
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES CONSOLIDATING STATEMENT OF INCOME FOR THE YEAR ENDED DECEMBER 31, 2000 (Stated in Thousands of Dollars) Intercompany Eliminations and Transfers Consolidated Add (Deduct) Southern Alabama ------------------------------------------------------------------------------------------------------------------------ Operating Revenues: Retail sales $8,613,380 $ - $ - $ 2,952,707 Sales for resale -- Non-affiliates 976,942 - - 461,730 Affiliates - (573,460) - 166,219 Other revenues 475,794 (13,566) - 86,805 Southern, equity in earnings of subsidiary companies - (1,432,472) 1,432,472 - ------------------------------------------------------------------------------------------------------------------------ Total operating revenues 10,066,116 (2,019,498) 1,432,472 3,667,461 ------------------------------------------------------------------------------------------------------------------------ Operating Expenses: Operation -- Fuel 2,563,822 - - 963,275 Purchased power -- Non-affiliates 676,581 354 - 164,881 Affiliates - (533,641) - 184,014 Other 1,864,088 (56,170) 53,771 538,529 Maintenance 852,159 - - 301,046 Depreciation and amortization 1,170,342 - 6,814 364,618 Taxes other than income taxes 535,580 - 156 209,673 ------------------------------------------------------------------------------------------------------------------------ Total operating expenses 7,662,572 (589,457) 60,741 2,726,036 ------------------------------------------------------------------------------------------------------------------------ Operating Income 2,403,544 (1,430,041) 1,371,731 941,425 Other Income (Expense): Interest income 50,842 (91,143) 16,468 38,167 Equity in earnings of unconsolidated subsidiaries (21,342) (6,193) - 3,156 Other, net (3,869) (1,128) 4,013 (7,909 ------------------------------------------------------------------------------------------------------------------------ Earnings Before Interest and Income Taxes 2,429,175 (1,528,505) 1,392,212 974,839 ------------------------------------------------------------------------------------------------------------------------ Interest Charges and Other: Interest expense, net 659,016 (79,875) 164,213 251,663 Distributions on preferred securities of subsidiary 169,090 - - 25,549 ------------------------------------------------------------------------------------------------------------------------ Total interest charges and other, net 828,106 (79,875) 164,213 277,212 ------------------------------------------------------------------------------------------------------------------------ Earnings Before Income Taxes 1,601,069 (1,448,630) 1,227,999 697,627 Income taxes 588,164 558 (84,993) 261,555 ------------------------------------------------------------------------------------------------------------------------ Net Income Before Dividends on Preferred Stock 1,012,905 (1,449,188) 1,312,992 436,072 Dividends on Preferred Stock 19,193 - - 16,156 ------------------------------------------------------------------------------------------------------------------------- Earnings from Continuing Operations 993,712 (1,449,188) 1,312,992 419,916 Earnings from Discontinued Operations(1) 319,280 (11,820) - - ------------------------------------------------------------------------------------------------------------------------ Net Income $1,312,992 $ (1,461,008) $ 1,312,992 $ 419,916 ======================================================================================================================== Average number of shares of common stock outstanding 653,087 Basic and diluted earnings per share of common stock $2.01 Cash dividends paid per share of common stock $1.34 (Continued on following page) A-2a
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES CONSOLIDATING STATEMENT OF INCOME FOR THE YEAR ENDED DECEMBER 31, 2000 (Stated in Thousands of Dollars) Georgia Gulf Mississippi Savannah Operating Revenues: Retail sales $ 4,317,338 $ 562,162 $ 498,551 $ 282,622 Sales for resale -- Non-affiliates 297,643 66,890 145,931 4,748 Affiliates 96,150 66,995 27,915 4,974 Other revenues 159,487 18,272 15,205 3,374 Southern, equity in earnings of subsidiary companies - - - - ---------------------------------------------------------------------------------------------------------------------- Total operating revenues 4,870,618 714,319 687,602 295,718 ---------------------------------------------------------------------------------------------------------------------- Operating Expenses: Operation -- Fuel 1,017,878 215,744 191,127 57,177 Purchased power -- Non-affiliates 356,189 73,846 56,082 25,229 Affiliates 239,815 8,644 51,057 50,111 Other 795,458 117,146 115,055 54,829 Maintenance 404,189 56,281 52,750 19,334 Depreciation and amortization 619,094 66,873 50,275 25,240 Taxes other than income taxes 204,527 55,904 48,686 13,116 ---------------------------------------------------------------------------------------------------------------------- Total operating expenses 3,637,150 594,438 565,032 245,036 ---------------------------------------------------------------------------------------------------------------------- Operating Income 1,233,468 119,881 122,570 50,682 Other Income (Expense): Interest income 2,629 1,137 347 252 Equity in earnings of unconsolidated subsidiaries 3,051 26 167 20 Other, net (50,495) (4,152) (814) 1,066 ---------------------------------------------------------------------------------------------------------------------- Earnings Before Interest and Income Taxes 1,188,653 116,892 122,270 52,020 ---------------------------------------------------------------------------------------------------------------------- Interest Charges and Other: Interest expense, net 208,868 28,085 28,101 12,737 Distributions on preferred securities of subsidiary 59,104 6,200 2,712 2,740 ---------------------------------------------------------------------------------------------------------------------- Total interest charges and other, net 267,972 34,285 30,813 15,477 ---------------------------------------------------------------------------------------------------------------------- Earnings Before Income Taxes 920,681 82,607 91,457 36,543 Income taxes 360,587 30,530 34,356 13,574 ---------------------------------------------------------------------------------------------------------------------- Net Income Before Dividends on Preferred Stock 560,094 52,077 57,101 22,969 Dividends on Preferred Stock 674 234 2,129 - ---------------------------------------------------------------------------------------------------------------------- Earnings from Continuing Operations 559,420 51,843 54,972 22,969 Earnings from Discontinued Operations(1) - - - - ---------------------------------------------------------------------------------------------------------------------- Net Income $ 559,420 $ 51,843 $ 54,972 $ 22,969 ====================================================================================================================== (Continued on following page) A-2b
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES CONSOLIDATING STATEMENT OF INCOME FOR THE YEAR ENDED DECEMBER 31, 2000 (Stated in Thousands of Dollars) (Continued) Energy Southern SEGCO Mirant(2) Solutions LINC Operating Revenues: Retail sales $ - $ - $ - $ - Sales for resale -- Non-affiliates - - - - Affiliates 170,291 - 27,021 13,895 Other revenues 1,486 - 51,047 131,998 Southern, equity in earnings of subsidiary companies - - - - ------------------------------------------------------------------------------------------------------------------------------ Total operating revenues 171,777 - 78,068 145,893 ------------------------------------------------------------------------------------------------------------------------------ Operating Expenses: Operation -- Fuel 118,621 - - - Purchased power -- Non-affiliates - - - - Affiliates - - - - Other 15,882 165 82,758 118,753 Maintenance 15,876 - 30 2,653 Depreciation and amortization 8,470 1,266 1,635 25,020 Taxes other than income taxes 875 - 505 1,994 ------------------------------------------------------------------------------------------------------------------------------ Total operating expenses 159,724 1,431 84,928 148,420 ------------------------------------------------------------------------------------------------------------------------------ Operating Income 12,053 (1,431) (6,860) (2,527) Other Income (Expense): Interest income - 79,559 1,529 501 Equity in earnings of unconsolidated subsidiaries - (21,570) - 1 Other, net 1,286 59,447 (9,205) 2,633 ------------------------------------------------------------------------------------------------------------------------------ Earnings Before Interest and Income Taxes 13,339 116,005 (14,536) 608 ------------------------------------------------------------------------------------------------------------------------------ Interest Charges and Other: Interest expense, net 5,083 34,417 200 5,524 Distributions on preferred securities of subsidiary - 72,785 - - ------------------------------------------------------------------------------------------------------------------------------ Total interest charges and other, net 5,083 107,202 200 5,524 ------------------------------------------------------------------------------------------------------------------------------ Earnings Before Income Taxes 8,256 8,803 (14,736) (4,916) Income taxes 2,350 (19,496) (5,158) (5,053) ------------------------------------------------------------------------------------------------------------------------------ Net Income Before Dividends on Preferred Stock 5,906 28,299 (9,578) 137 Dividends on Preferred Stock - - - - ------------------------------------------------------------------------------------------------------------------------------ Earnings from Continuing Operations 5,906 28,299 (9,578) 137 Earnings from Discontinued Operations(1) - 331,100 - - ------------------------------------------------------------------------------------------------------------------------------ Net Income $ 5,906 $ 359,399 $ (9,578) $ 137 ============================================================================================================================== (1) Effective April 2, 2001, SOUTHERN completed a spin off of Mirant (formerly Southern Energy). As a result of the spin off, the financial statements for the year 2000 have been prepared with Mirant reflected as discontinued operations. For further details, see note 11 in the Annual Report of SOUTHERN on Form 10-K. (2) Includes only consolidated financial information for Southern Energy Finance Capital Corporation and Southern Company Capital Funding, which were retained by SOUTHERN through a tax-free distribution from Mirant as discussed in SOUTHERN's Application on Form U-1 (File No. 70-9727). All other Mirant information is reflected as discontinued operations. The notes to the financial statements (herein incorporated by reference as part of exhibit numbers A-1 through A-6 inclusive) are an integral part of this statement. A-3a
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES CONSOLIDATING STATEMENT OF INCOME FOR THE YEAR ENDED DECEMBER 31, 2000 (Stated in Thousands of Dollars) (Continued) Southern Change in Powercall Telecom Control Trust Operating Revenues: Retail sales $ - $ - $ - Sales for resale -- Non-affiliates - - - Affiliates - - - Other revenues 12,607 9,079 - Southern, equity in earnings of subsidiary companies - - - ------------------------------------------------------------------------------------------------------------------- Total operating revenues 12,607 9,079 - ------------------------------------------------------------------------------------------------------------------- Operating Expenses: Operation -- Fuel - - - Purchased power -- Non-affiliates - - - Affiliates - - - Other 20,800 7,112 - Maintenance - - - Depreciation and amortization 936 101 - Taxes other than income taxes 144 - - ------------------------------------------------------------------------------------------------------------------- Total operating expenses 21,880 7,213 - ------------------------------------------------------------------------------------------------------------------- Operating Income (9,273) 1,866 - Other Income (Expense): Interest income 61 762 573 Equity in earnings of unconsolidated subsidiaries - - - Other, net 1,388 1 - ------------------------------------------------------------------------------------------------------------------- Earnings Before Interest and Income Taxes (7,824) 2,629 573 ------------------------------------------------------------------------------------------------------------------- Interest Charges and Other: Interest expense, net - - - Distributions on preferred securities of subsidiary - - - ------------------------------------------------------------------------------------------------------------------- Total interest charges and other, net - - - ------------------------------------------------------------------------------------------------------------------- Earnings Before Income Taxes (7,824) 2,629 573 Income taxes (1,671) 1,025 - ------------------------------------------------------------------------------------------------------------------- Net Income Before Dividends on Preferred Stock (6,153) 1,604 573 Dividends on Preferred Stock - - - ------------------------------------------------------------------------------------------------------------------- Earnings from Continuing Operations (6,153) 1,604 573 Earnings from Discontinued Operations(1) - - - ------------------------------------------------------------------------------------------------------------------- Net Income $ (6,153) $ 1,604 $ 573 =================================================================================================================== (1) Effective April 2, 2001, SOUTHERN completed a spin off of Mirant (formerly Southern Energy). As a result of the spin off, the financial statements for the year 2000 have been prepared with Mirant reflected as discontinued operations. For further details, see note 11 in the Annual Report of SOUTHERN on Form 10-K. (2) Includes only consolidated financial information for Southern Energy Finance Capital Corporation and Southern Company Capital Funding, which were retained by SOUTHERN through a tax-free distribution from Mirant as discussed in SOUTHERN's Application on Form U-1 (File No. 70-9727). All other Mirant information is reflected as discontinued operations. The notes to the financial statements (herein incorporated by reference as part of exhibit numbers A-1 through A-6 inclusive) are an integral part of this statement. A-3b
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES CONSOLIDATING STATEMENT OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 2000 (Stated in Thousands of Dollars) Intercompany Eliminations and Transfers Consolidated Add (Deduct) Southern Alabama Georgia -------------------------------------------------------------------------------------------------------------------------------- Operating Activities: Net income $1,312,992 $ (1,480,201) $1,312,992 $ 436,072 $ 560,094 Adjustments to reconcile net income to net cash provided from operating activities -- Less income from discontinued operations(1) 319,280 (11,820) - - - Depreciation and amortization 1,336,624 - - 412,998 712,960 Deferred income taxes and investment tax credits, net 96,508 - - 66,166 (28,961) Other, net 462,127 800,164 (322,716) (37,703) (51,501) Changes in certain current assets and liabilities -- Receivables, net (378,852) (46,208) (10,985) (129,422) (121,066) Fossil fuel stock 78,449 - - 23,967 26,835 Materials and supplies (14,526) - - (10,662) (9,715) Accounts payable 179,917 (121,649) (5,195) 107,702 64,412 Energy cost recovery, retail - 164,425 - (69,190) (95,235) Other 65,073 11,641 (3,429) 27,106 3,353 -------------------------------------------------------------------------------------------------------------------------------- Net cash provided from (used for) operating activities 2,819,032 (660,008) 970,667 827,034 1,061,176 -------------------------------------------------------------------------------------------------------------------------------- Investing Activities: Gross property additions (2,224,522) - - (870,581) (1,078,163) Other (81,965) 763,607 (759,507) (49,414) (5,450) -------------------------------------------------------------------------------------------------------------------------------- Net cash provided from (used for) investing activities (2,306,487) 763,607 (759,507) (919,995) (1,083,613) -------------------------------------------------------------------------------------------------------------------------------- Financing Activities: Increase (decrease) in notes payable, net (274,886) 17,252 (524,603) 184,519 67,598 Proceeds -- Other long-term debt 742,850 (33,128) 1 250,000 378,725 Capital contributions from parent company - (1,222,558) 673,694 204,371 301,514 Common Stock 910,018 - 910,018 - - Redemptions -- First mortgage bonds (211,009) - - (111,009) (100,000) Other long-term debt (203,682) 5,000 - (5,987) (78,725) Preferred stock (383) - - - (383) Capital distribution to parent company - 488 - - - Common Stock Repurchased (414,643) - (414,643) - - Payment of preferred stock dividends - 19,224 - (16,110) (751) Payment of common stock dividends (873,233) 1,150,952 (873,233) (417,100) (549,600) Other (53,886) (40,829) (9,740) (951) (1,231) -------------------------------------------------------------------------------------------------------------------------------- Net cash provided from (used for) financing activities (378,854) (103,599) (238,506) 87,733 17,147 -------------------------------------------------------------------------------------------------------------------------------- Cash Used for Discontinued Operations(1) (88,455) - - - - Net Change in Cash and Cash Equivalents 45,236 - (27,346) (5,228) (5,290) Cash and Cash Equivalents at Beginning of Period 153,955 - 27,420 19,475 34,660 -------------------------------------------------------------------------------------------------------------------------------- Cash and Cash Equivalents at End of Period $ 199,191 $ - $ 74 $ 14,247 $ 29,370 ================================================================================================================================ Supplemental Cash Flow Information: Cash paid during the period for -- Interest (net of amount capitalized) $801,503 ($76,250) $178,180 $237,066 $265,373 Income taxes (net of refunds) 660,647 - - 175,303 392,310 -------------------------------------------------------------------------------------------------------------------------------- (Continued on following page)
A-4a
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES CONSOLIDATING STATEMENT OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 2000 (Stated in Thousands of Dollars) Gulf Mississippi Savannah SEGCO ----------------------------------------------------------------------------------------------------------------------------- Operating Activities: Net income $ 52,077 $ 57,101 $ 22,969 $ 5,906 Adjustments to reconcile net income to net cash provided from operating activities -- Less income from discontinued operations(1) - - - - Depreciation and amortization 69,915 54,638 26,639 9,113 Deferred income taxes and investment tax credits, net (12,516) 752 728 (913) Other, net 10,686 (1,747) 3,835 (708) Changes in certain current assets and liabilities -- Receivables, net (20,184) (3,231) (23,258) (785) Fossil fuel stock 13,101 14,577 (31) - Materials and supplies 1,055 (1,056) (542) - Accounts payable 23,127 1,309 8,881 (829) Energy cost recovery, retail - - - - Other 12,493 2,952 (4,676) 1,550 -------------------------------------------------------------------------------------------------------------------------- Net cash provided from (used for) operating activities 149,754 125,295 34,545 13,334 -------------------------------------------------------------------------------------------------------------------------- Investing Activities: Gross property additions (95,807) (81,211) (27,290) (14,081) Other (4,432) (9,153) (1,835) (863) -------------------------------------------------------------------------------------------------------------------------- Net cash provided from (used for) investing activities (100,239) (90,364) (29,125) (14,944) -------------------------------------------------------------------------------------------------------------------------- Financing Activities: Increase (decrease) in notes payable, net (12,000) (1,500) 11,100 - Proceeds -- Other long-term debt - 100,000 - 6,342 Capital contributions from parent company 12,222 12,659 1,478 303 Common Stock - - - - Redemptions -- First mortgage bonds - - - - Other long-term debt (1,853) (81,405) (251) - Preferred stock - - - - Capital distribution to parent company - - - - Common Stock Repurchased - - - - Payment of preferred stock dividends (234) (2,129) - - Payment of common stock dividends (59,000) (54,700) (24,300) (5,145) Other (22) (498) - - -------------------------------------------------------------------------------------------------------------------------- Net cash provided from (used for) financing activities (60,887) (27,573) (11,973) 1,500 -------------------------------------------------------------------------------------------------------------------------- Cash Used for Discontinued Operations(1) - - - - Net Change in Cash and Cash Equivalents (11,372) 7,358 (6,553) (110) Cash and Cash Equivalents at Beginning of Period 15,753 173 6,553 643 -------------------------------------------------------------------------------------------------------------------------- Cash and Cash Equivalents at End of Period $ 4,381 $ 7,531 $ - $ 533 ========================================================================================================================== Supplemental Cash Flow Information: Cash paid during the period for -- Interest (net of amount capitalized) $32,277 $30,570 $13,329 $6,103 Income taxes (net of refunds) 42,252 28,418 19,939 - -------------------------------------------------------------------------------------------------------------------------- (Continued on following page)
A-4b
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES CONSOLIDATING STATEMENT OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 2000 (Stated in Thousands of Dollars) (Continued) Southern Energy Southern SCS Nuclear Mirant(2) Solutions LINC Operating Activities: Net income $ - $ - $ 359,399 $ (9,578) $ 137 Adjustments to reconcile net income to net cash provided from operating activities -- Less income from discontinued operations(1) - - 331,100 - - Depreciation and amortization 20,399 516 1,754 1,635 25,020 Deferred income taxes and investment tax credits, net - - 70,428 (2,378) 3,203 Other, net 37,153 8,275 64,368 9,090 (54,326) Changes in certain current assets and liabilities -- Receivables, net (85,803) (8,996) 68,795 10,916 (7,765) Fossil fuel stock - - - - - Materials and supplies 1,239 - - 454 4,204 Accounts payable 95,447 (2,844) 1,908 1,196 1,879 Energy cost recovery, retail - - - - - Other 6,976 8,078 (4,766) (1,962) 2,225 --------------------------------------------------------------------------------------------------------------------------------- Net cash provided from (used for) operating activities 75,411 5,029 230,786 9,373 (25,423) --------------------------------------------------------------------------------------------------------------------------------- Investing Activities: Gross property additions (32,023) (262) - (609) (13,997) Other (2,098) (429) - 589 (31) --------------------------------------------------------------------------------------------------------------------------------- Net cash provided from (used for) investing activities (34,121) (691) - (20) (14,028) --------------------------------------------------------------------------------------------------------------------------------- Financing Activities: Increase (decrease) in notes payable, net (17,000) - - (252) - Proceeds -- Other long-term debt 7,782 - - - 33,128 Capital contributions from parent company - 1,601 1,731 (961) 21 Common Stock - - - - - Redemptions -- First mortgage bonds - - - - - Other long-term debt - (5,000) (35,228) (218) (15) Preferred stock - - - - - Capital distribution to parent company - - (488) - - Common Stock Repurchased - - - - - Payment of preferred stock dividends - - - - - Payment of common stock dividends - - (41,107) - - Other - - (615) - - ---------------------------------------------------------------------------------------------------------------------------------- Net cash provided from (used for) financing activities (9,218) (3,399) (75,707) (1,431) 33,134 ---------------------------------------------------------------------------------------------------------------------------------- Cash Used for Discontinued Operations(1) - - (88,455) - - Net Change in Cash and Cash Equivalents 32,072 939 66,624 7,922 (6,317) Cash and Cash Equivalents at Beginning of Period - 1,631 10,448 10,598 7,184 --------------------------------------------------------------------------------------------------------------------------------- Cash and Cash Equivalents at End of Period $ 32,072 $ 2,570 $ 77,072 $ 18,520 $ 867 ================================================================================================================================== Supplemental Cash Flow Information: Cash paid during the period for -- Interest (net of amount capitalized) $5,758 $304 $108,593 $200 - Income taxes (net of refunds) - 1,200 - - 1,225 ----------------------------------------------------------------------------------------------------------------------------------- (1) Effective April 2, 2001, SOUTHERN completed a spin off of Mirant (formerly Southern Energy). As a result of the spin off, the financial statements for the year 2000 have been prepared with Mirant reflected as discontinued operations. For further details, see note 11 in the Annual Report of SOUTHERN on Form 10-K. (2) Includes only consolidated financial information for Southern Energy Finance Capital Corporation and Southern Company Capital Funding, which were retained by SOUTHERN through a tax-free distribution from Mirant as discussed in SOUTHERN's Application on Form U-1 (File No. 70-9727). All other Mirant information is reflected as discontinued operations. The notes to the financial statements (herein incorporated by reference as part of exhibit numbers A-1 through A-6 inclusive) are an integral part of this statement. A-5a
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES CONSOLIDATING STATEMENT OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 2000 (Stated in Thousands of Dollars) (Continued) Change In Control Southern Powercall Trust Telecom SERC Operating Activities: Net income $ (6,153) $ 573 $ 1,604 $ - Adjustments to reconcile net income to net cash provided from operating activities -- Less income from discontinued operations(1) - - - - Depreciation and amortization 936 - 101 - Deferred income taxes and investment tax credits, net (1) - - - Other, net 4,399 249 (7,391) - Changes in certain current assets and liabilities -- Receivables, net 3,811 (138) (4,608) 75 Fossil fuel stock - - - - Materials and supplies 497 - - - Accounts payable 1,662 - 3,106 (195) Energy cost recovery, retail - - - - Other (55) 1 3,585 1 ----------------------------------------------------------------------------------------------------------------- Net cash provided from (used for) operating activities 5,096 685 (3,603) (119) ---------------------------------------------------------------------------------------------------------------- Investing Activities: Gross property additions - - (10,498) - Other (1) (13,848) 900 - ----------------------------------------------------------------------------------------------------------------- Net cash provided from (used for) investing activities (1) (13,848) (9,598) - ----------------------------------------------------------------------------------------------------------------- Financing Activities: Increase (decrease) in notes payable, net - - - - Proceeds -- Other long-term debt - - - - Capital contributions from parent company (25) 13,165 785 - Common Stock - - - - Redemptions -- First mortgage bonds - - - - Other long-term debt - - - - Preferred stock - - - - Capital distribution to parent company - - - - Common Stock Repurchased - - - - Payment of preferred stock dividends - - - - Payment of common stock dividends - - - - Other - - - - ----------------------------------------------------------------------------------------------------------------- Net cash provided from (used for) financing activities (25) 13,165 785 - ----------------------------------------------------------------------------------------------------------------- Cash Used for Discontinued Operations(1) - - - - Net Change in Cash and Cash Equivalents 5,070 2 (12,416) (119) Cash and Cash Equivalents at Beginning of Period 1,600 - 17,673 144 ----------------------------------------------------------------------------------------------------------------- Cash and Cash Equivalents at End of Period $ 6,670 $ 2 $ 5,257 $ 25 ================================================================================================================= Supplemental Cash Flow Information: Cash paid during the period for -- Interest (net of amount capitalized) - - - - Income taxes (net of refunds) - - - - ----------------------------------------------------------------------------------------------------------------- (1) Effective April 2, 2001, SOUTHERN completed a spin off of Mirant (formerly Southern Energy). As a result of the spin off, the financial statements for the year 2000 have been prepared with Mirant reflected as discontinued operations. For further details, see note 11 in the Annual Report of SOUTHERN on Form 10-K. (2) Includes only consolidated financial information for Southern Energy Finance Capital Corporation and Southern Company Capital Funding, which were retained by SOUTHERN through a tax-free distribution from Mirant as discussed in SOUTHERN's Application on Form U-1 (File No. 70-9727). All other Mirant information is reflected as discontinued operations. The notes to the financial statements (herein incorporated by reference as part of exhibit numbers A-1 through A-6 inclusive) are an integral part of this statement. A-5b
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES CONSOLIDATING BALANCE SHEET -- DECEMBER 31, 2000 (Stated in Thousands of Dollars) Intercompany Eliminations and Transfers ASSETS Consolidated Add (Deduct) Southern Alabama Georgia Current Assets: Cash and cash equivalents $ 199,191 $ - $ 74 $ 14,247 $ 29,370 Receivables -- Customer accounts receivable 995,549 1,432 - 337,870 465,249 Other accounts and notes receivable 343,439 2,578 122 60,315 156,143 Affiliated companies 163 (624,010) 118,710 95,704 13,312 Accumulated provision for uncollectible accounts (21,799) - - (6,237) (5,100) Unrecovered retail fuel clause revenue 418,077 - - 237,817 131,623 Refundable income taxes - (15,781) - - - Fossil fuel stock, at average cost 195,206 - - 60,615 99,463 Materials and supplies, at average cost 507,425 - - 178,299 263,609 Other 187,948 (19,629) 6,223 52,624 97,515 --------------------------------------------------------------------------------------------------------------------------------- Total current assets 2,825,199 (655,410) 125,129 1,031,254 1,251,184 --------------------------------------------------------------------------------------------------------------------------------- Property, Plant, and Equipment: In service 34,187,808 - - 12,431,575 16,469,706 Less accumulated provision for depreciation 14,348,763 - - 5,107,822 6,914,512 --------------------------------------------------------------------------------------------------------------------------------- 19,839,045 - - 7,323,753 9,555,194 Nuclear fuel, at amortized cost 214,620 - - 94,050 120,570 Construction work in progress 1,568,737 - - 744,974 652,264 --------------------------------------------------------------------------------------------------------------------------------- Total property, plant, and equipment 21,622,402 - - 8,162,777 10,328,028 -------------------------------------------------------------------------------------------------------------------------------- Other Property and Investments: Equity investments in unconsolidated subsidiaries 72,003 (12,305,909) 12,247,336 38,623 25,485 Nuclear decommissioning trusts, at fair value 689,561 - - 313,895 375,666 Net Assets - Discontinued Operations(1) 3,320,497 (814,740) - - - Leveraged Leases 595,951 - - - - Other 93,330 (981,961) 21,801 13,612 33,829 -------------------------------------------------------------------------------------------------------------------------------- Total other property and investments 4,771,342 (14,102,610) 12,269,137 366,130 434,980 --------------------------------------------------------------------------------------------------------------------------------- Deferred Charges and Other Assets: Deferred charges related to income taxes 956,673 - - 345,550 565,982 Prepaid pension costs 498,279 (28,899) - 268,259 205,113 Debt expense, being amortized 99,442 - - 8,758 53,748 Premium on reacquired debt, being amortized 280,239 - - 76,020 173,610 Department of Energy assessments 45,930 - - 24,588 21,342 Other 262,152 (56,741) 5,866 95,772 99,622 -------------------------------------------------------------------------------------------------------------------------------- Total deferred charges and other assets 2,142,715 (85,640) 5,866 818,947 1,119,417 --------------------------------------------------------------------------------------------------------------------------------- Total Assets $ 31,361,658 $(14,843,660) $ 12,400,132 $ 10,379,108 $ 13,133,609 ================================================================================================================================= (Continued on following page) A-6a
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES CONSOLIDATING BALANCE SHEET -- DECEMBER 31, 2000 (Stated in Thousands of Dollars) ASSETS Gulf Mississippi Savannah SEGCO Current Assets: Cash and cash equivalents $ 4,381 $ 7,531 $ - $ 533 Receivables -- Customer accounts receivable 71,932 63,059 28,189 - Other accounts and notes receivable 2,179 21,843 1,412 (50) Affiliated companies 15,026 10,071 738 30,508 Accumulated provision for uncollectible accounts (1,302) (571) (407) - Unrecovered retail fuel clause revenue - 9,005 39,632 - Refundable income taxes - - - - Fossil fuel stock, at average cost 16,768 11,220 7,140 - Materials and supplies, at average cost 29,033 21,694 8,944 - Other 6,543 8,320 9,028 (29) --------------------------------------------------------------------------------------------------------------- Total current assets 144,560 152,172 94,676 30,962 --------------------------------------------------------------------------------------------------------------- Property, Plant, and Equipment: In service 1,892,023 1,665,879 829,270 336,967 Less accumulated provision for depreciation 867,260 652,891 382,030 218,872 --------------------------------------------------------------------------------------------------------------- 1,024,763 1,012,988 447,240 118,095 Nuclear fuel, at amortized cost - - - - Construction work in progress 71,008 60,951 6,782 12,660 --------------------------------------------------------------------------------------------------------------- Total property, plant, and equipment 1,095,771 1,073,939 454,022 130,755 --------------------------------------------------------------------------------------------------------------- Other Property and Investments: Equity investments in unconsolidated subsidiaries 629 1,628 470 - Nuclear decommissioning trusts, at fair value - - - - Net Assets - Discontinued Operations(1) - - - - Leveraged Leases - - - - Other 3,881 640 1,596 7 --------------------------------------------------------------------------------------------------------------- Total other property and investments 4,510 2,268 2,066 7 --------------------------------------------------------------------------------------------------------------- Deferred Charges and Other Assets: Deferred charges related to income taxes 15,963 13,860 12,404 2,914 Prepaid pension costs 23,491 6,724 - - Debt expense, being amortized 2,392 4,628 3,003 110 Premium on reacquired debt, being amortized 15,866 7,168 7,575 - Department of Energy assessments - - - - Other 12,943 14,312 20,481 669 --------------------------------------------------------------------------------------------------------------- Total deferred charges and other assets 70,655 46,692 43,463 3,693 --------------------------------------------------------------------------------------------------------------- Total Assets $ 1,315,496 $ 1,275,071 $594,227 $ 165,417 =============================================================================================================== (Continued on following page) A-6b
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES CONSOLIDATING BALANCE SHEET -- DECEMBER 31, 2000 (Stated in Thousands of Dollars) (Continued) Southern Energy Southern ASSETS SCS Nuclear Mirant(2) Solutions LINC Current Assets: Cash and cash equivalents $ 32,072 $ 2,570 $ 77,072 $ 18,520 $ 867 Receivables -- Customer accounts receivable - - - - 18,123 Other accounts and notes receivable 52,534 165 851 44,709 500 Affiliated companies 179,835 130,082 13,705 14,039 826 Accumulated provision for uncollectible accounts - - - (4,649) (2,001) Unrecovered retail fuel clause revenue - - - - - Refundable income taxes - - 2,810 3,173 9,798 Fossil fuel stock, at average cost - - - - - Materials and supplies, at average cost 1,406 - - 378 4,062 Other 20,923 3,272 - 26 1,117 ------------------------------------------------------------------------------------------------------------------------------ Total current assets 286,770 136,089 94,438 76,196 33,292 ------------------------------------------------------------------------------------------------------------------------------ Property, Plant, and Equipment: In service 243,481 5,547 - 3,515 305,583 Less accumulated provision for depreciation 131,131 4,562 - 894 68,547 ------------------------------------------------------------------------------------------------------------------------------ 112,350 985 - 2,621 237,036 Nuclear fuel, at amortized cost - - - - - Construction work in progress 6,451 - - - 4,564 ------------------------------------------------------------------------------------------------------------------------------ Total property, plant, and equipment 118,801 985 - 2,621 241,600 ------------------------------------------------------------------------------------------------------------------------------ Other Property and Investments: Equity investments in unconsolidated subsidiaries 2,633 365 60,701 11 31 Nuclear decommissioning trusts, at fair value - - - - - Net Assets - Discontinued Operations(1) - - 4,135,237 - - Leveraged Leases - - 595,951 - - Other 1,401 1,240 979,383 2,346 - ------------------------------------------------------------------------------------------------------------------------------ Total other property and investments 4,034 1,605 5,771,272 2,357 31 ------------------------------------------------------------------------------------------------------------------------------ Deferred Charges and Other Assets: Deferred charges related to income taxes - - - - - Prepaid pension costs 23,591 - - - - Debt expense, being amortized 286 - 26,517 - - Premium on reacquired debt, being amortized - - - - - Department of Energy assessments - - - - - Other 11,647 40,096 1,863 1 982 ------------------------------------------------------------------------------------------------------------------------------ Total deferred charges and other assets 35,524 40,096 28,380 1 982 ------------------------------------------------------------------------------------------------------------------------------ Total Assets $ 445,129 $ 178,775 $ 5,894,090 $ 81,175 $ 275,905 ============================================================================================================================== (Continued on following page) A-7a
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES CONSOLIDATING BALANCE SHEET -- DECEMBER 31, 2000 (Stated in Thousands of Dollars) (Continued) Change In Southern Control ASSETS Powercall Telecom Trust SERC Current Assets: Cash and cash equivalents $ 6,670 $ 5,257 $ 2 $ 25 Receivables -- Customer accounts receivable 4,264 5,431 - - Other accounts and notes receivable - - 138 - Affiliated companies 1,342 81 - 194 Accumulated provision for uncollectible accounts (1,382) (150) - - Unrecovered retail fuel clause revenue - - - - Refundable income taxes - - - - Fossil fuel stock, at average cost - - - - Materials and supplies, at average cost - - - - Other 3 2,013 (1) - -------------------------------------------------------------------------------------------------------- Total current assets 10,897 12,632 139 219 -------------------------------------------------------------------------------------------------------- Property, Plant, and Equipment: In service - 4,262 - - Less accumulated provision for depreciation - 242 - - -------------------------------------------------------------------------------------------------------- - 4,020 - - Nuclear fuel, at amortized cost - - - - Construction work in progress - 9,083 - - -------------------------------------------------------------------------------------------------------- Total property, plant, and equipment - 13,103 - - -------------------------------------------------------------------------------------------------------- Other Property and Investments: Equity investments in unconsolidated subsidiaries - - - - Nuclear decommissioning trusts, at fair value - - - - Net Assets - Discontinued Operations(1) - - - - Leveraged Leases - - - - Other - 1,707 13,848 - -------------------------------------------------------------------------------------------------------- Total other property and investments - 1,707 13,848 - -------------------------------------------------------------------------------------------------------- Deferred Charges and Other Assets: Deferred charges related to income taxes - - - - Prepaid pension costs - - - - Debt expense, being amortized - - - - Premium on reacquired debt, being amortized - - - - Department of Energy assessments - - - - Other 297 14,342 - - -------------------------------------------------------------------------------------------------------- Total deferred charges and other assets 297 14,342 - - -------------------------------------------------------------------------------------------------------- Total Assets $ 11,194 $ 41,784 $ 13,987 $ 219 ======================================================================================================== (Continued on following page) A-7b
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES CONSOLIDATING BALANCE SHEET -- DECEMBER 31, 2000 (Stated in Thousands of Dollars) (Continued) Intercompany Eliminations and Transfers LIABILITIES AND STOCKHOLDERS' EQUITY Consolidated Add (Deduct) Southern Alabama Georgia Current Liabilities: Securities due within one year $ 67,324 $ - $ - $ 844 $ 1,808 Notes payable 1,679,643 - 550,061 281,343 703,839 Accounts payable -- Affiliated 43 (384,162) 12,223 124,534 117,168 Other 869,989 - 26,647 209,205 397,550 Customer deposits 139,798 - - 36,814 78,540 Taxes accrued -- Income taxes 87,731 (34,852) 26,131 65,505 5,151 Other 208,143 - - 19,471 137,511 Interest accrued 120,770 (13,794) 17,830 33,186 47,244 Vacation pay accrued 118,710 - - 31,711 38,865 Other 444,600 - - 97,743 153,400 - ----------------------------------------------------------------------------------------------------------------------------------- Total current liabilities 3,736,751 (432,808) 632,892 900,356 1,681,076 - ----------------------------------------------------------------------------------------------------------------------------------- Long-term debt (See accompanying statements) 7,842,491 (1,097,367) 979,384 3,425,527 3,041,939 - ----------------------------------------------------------------------------------------------------------------------------------- Deferred Credits and Other Liabilities: Accumulated deferred income taxes 4,074,265 (54,179) - 1,401,424 2,182,783 Deferred credits related to income taxes 551,259 - - 222,485 247,067 Accumulated deferred investment tax credits 663,579 - - 249,280 352,282 Employee benefits provisions(3) 478,414 (48,755) - 84,816 177,444 Prepaid capacity revenues 58,377 - - 58,377 - Other 651,805 (83,530) 3,917 176,559 397,655 - ----------------------------------------------------------------------------------------------------------------------------------- Total deferred credits and other liabilities 6,477,699 (186,464) 3,917 2,192,941 3,357,231 - ----------------------------------------------------------------------------------------------------------------------------------- Company obligated mandatorily redeemable preferred securities of subsidiary trusts holding company junior subordinated notes (See accompanying statements) 2,246,250 - - 347,000 789,250 - ----------------------------------------------------------------------------------------------------------------------------------- Cumulative preferred stock of subsidiaries (See accompanying statements) 368,126 (242,157) - 317,512 14,569 - ----------------------------------------------------------------------------------------------------------------------------------- Common stockholders' equity (See accompanying statements) 10,690,341 (12,884,864) 10,783,939 3,195,772 4,249,544 - ----------------------------------------------------------------------------------------------------------------------------------- Total Liabilities and Stockholders' Equity $ 31,361,658 $(14,843,660) $ 12,400,132 $ 10,379,108 $13,133,609 =================================================================================================================================== (Continued on following page) A-8a
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES CONSOLIDATING BALANCE SHEET -- DECEMBER 31, 2000 (Stated in Thousands of Dollars) (Continued) LIABILITIES AND STOCKHOLDERS' EQUITY Gulf Mississippi Savannah SEGCO Current Liabilities: Securities due within one year $ - $ 20 $ 30,698 $ - Notes payable 43,000 56,000 45,400 - Accounts payable -- Affiliated 17,558 10,715 16,153 13,062 Other 45,356 48,146 7,738 - Customer deposits 13,474 5,274 5,696 - Taxes accrued -- Income taxes 3,864 8,769 3,450 3,254 Other 8,749 36,799 1,435 330 Interest accrued 8,324 4,482 4,541 1,762 Vacation pay accrued 4,512 5,701 2,276 - Other 8,432 7,003 7,973 15 - ------------------------------------------------------------------------------------------------------------------- Total current liabilities 153,269 182,909 125,360 18,423 - ------------------------------------------------------------------------------------------------------------------- Long-term debt (See accompanying statements) 365,993 370,511 116,902 78,292 - ------------------------------------------------------------------------------------------------------------------- Deferred Credits and Other Liabilities: Accumulated deferred income taxes 155,074 139,909 79,756 13,647 Deferred credits related to income taxes 38,255 25,603 16,038 1,811 Accumulated deferred investment tax credits 25,792 23,481 10,616 2,128 Employee benefits provisions(3) 34,507 44,405 8,127 - Prepaid capacity revenues - - - - Other 25,992 16,546 22,434 - - ------------------------------------------------------------------------------------------------------------------- Total deferred credits and other liabilities 279,620 249,944 136,971 17,586 - ------------------------------------------------------------------------------------------------------------------- Company obligated mandatorily redeemable preferred securities of subsidiary trusts holding company junior subordinated notes (See accompanying statements) 85,000 35,000 40,000 - - ------------------------------------------------------------------------------------------------------------------- Cumulative preferred stock of subsidiaries (See accompanying statements) 4,236 31,809 - - - ------------------------------------------------------------------------------------------------------------------- Common stockholders' equity (See accompanying statements) 427,378 404,898 174,994 51,116 - ------------------------------------------------------------------------------------------------------------------- Total Liabilities and Stockholders' Equity $ 1,315,496 $ 1,275,071 $594,227 $ 165,417 =================================================================================================================== (Continued on following page) A-8b
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES CONSOLIDATING BALANCE SHEET -- DECEMBER 31, 2000 (Stated in Thousands of Dollars) (Continued) Southern Energy LIABILITIES AND STOCKHOLDERS' EQUITY SCS Nuclear Mirant(2) Solutions Current Liabilities: Securities due within one year $ 8,685 $ - $ 25,034 $ 216 Notes payable - - - - Accounts payable -- Affiliated 50,142 16,404 - 1,559 Other 88,259 12,074 1,467 11,787 Customer deposits - - - - Taxes accrued -- Income taxes - 1,013 4,709 - Other 1,410 1,298 - 10 Interest accrued 127 - 14,060 - Vacation pay accrued 19,369 14,706 - 459 Other 96,584 33,846 2,037 4,117 - ----------------------------------------------------------------------------------------------------------------------------- Total current liabilities 264,576 79,341 47,307 18,148 - ----------------------------------------------------------------------------------------------------------------------------- Long-term debt (See accompanying statements) 52,697 - 388,381 1,881 - ----------------------------------------------------------------------------------------------------------------------------- Deferred Credits and Other Liabilities: Accumulated deferred income taxes - - 129,030 1,679 Deferred credits related to income taxes - - - - Accumulated deferred investment tax credits - - - - Employee benefits provisions(3) 82,718 92,017 - 1,446 Prepaid capacity revenues - - - - Other 44,263 2,864 - 16,059 - ----------------------------------------------------------------------------------------------------------------------------- Total deferred credits and other liabilities 126,981 94,881 129,030 19,184 - ----------------------------------------------------------------------------------------------------------------------------- Company obligated mandatorily redeemable preferred securities of subsidiary trusts holding company junior subordinated notes (See accompanying statements) - - 950,000 - - ----------------------------------------------------------------------------------------------------------------------------- Cumulative preferred stock of subsidiaries (See accompanying statements) - - 242,157 - - ----------------------------------------------------------------------------------------------------------------------------- Common stockholders' equity (See accompanying statements) 875 4,553 4,137,215 41,962 - ----------------------------------------------------------------------------------------------------------------------------- Total Liabilities and Stockholders' Equity $ 445,129 $ 178,775 $ 5,894,090 $ 81,175 ============================================================================================================================= (1) Effective April 2, 2001, SOUTHERN completed a spin off of Mirant (formerly Southern Energy). As a result of the spin off, the financial statements for the year 2000 have been prepared with Mirant reflected as discontinued operations. For further details, see note 11 in the Annual Report of SOUTHERN on Form 10-K. (2) Includes only consolidated financial information for Southern Energy Finance Capital Corporation and Southern Company Capital Funding, which were retained by SOUTHERN through a tax-free distribution from Mirant as discussed in SOUTHERN's Application on Form U-1 (File No. 70-9727). All other Mirant information is reflected as discontinued operations. (3) Includes Post Retirement Life & Medical Provisions, Supplemental and Other Pension Accruals, Early Retirement Incentive Program Costs and Other Work Force Reduction Costs, and Miscellaneous Post Employment Benefits. The notes to the financial statements (herein incorporated by reference as part of exhibit numbers A-1 through A-6 inclusive) are an integral part of this statement. A-9a
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES CONSOLIDATING BALANCE SHEET -- DECEMBER 31, 2000 (Stated in Thousands of Dollars) (Continued) Change In Southern Southern Control LIABILITIES AND STOCKHOLDERS' EQUITY LINC Powercall Telecom Trust SERC Current Liabilities: Securities due within one year $ 19 $ - $ - $ - $ - Notes payable - - - - - Accounts payable -- Affiliated 3,359 87 1,028 - 213 Other 14,285 3,759 3,716 - - Customer deposits - - - - - Taxes accrued -- Income taxes - - 737 - - Other 1,104 14 12 - - Interest accrued 3,008 - - - - Vacation pay accrued 1,072 - 39 - - Other 6,142 2 27,305 - 1 - ------------------------------------------------------------------------------------------------------------------------------------ Total current liabilities 28,989 3,862 32,837 - 214 - ------------------------------------------------------------------------------------------------------------------------------------ Long-term debt (See accompanying statements) 118,351 - - - - - ------------------------------------------------------------------------------------------------------------------------------------ Deferred Credits and Other Liabilities: Accumulated deferred income taxes 25,142 - - - - Deferred credits related to income taxes - - - - - Accumulated deferred investment tax credits - - - - - Employee benefits provisions(3) 1,644 - 45 - - Prepaid capacity revenues - - - - - Other 24,853 - 4,193 - - - ------------------------------------------------------------------------------------------------------------------------------------ Total deferred credits and other liabilities 51,639 - 4,238 - - - ------------------------------------------------------------------------------------------------------------------------------------ Company obligated mandatorily redeemable preferred securities of subsidiary trusts holding company junior subordinated notes (See accompanying statements) - - - - - - ------------------------------------------------------------------------------------------------------------------------------------ Cumulative preferred stock of subsidiaries (See accompanying statements) - - - - - - ------------------------------------------------------------------------------------------------------------------------------------ Common stockholders' equity (See accompanying statements) 76,926 7,332 4,709 13,987 5 - ------------------------------------------------------------------------------------------------------------------------------------ Total Liabilities and Stockholders' Equity $ 275,905 $ 11,194 $ 41,784 $ 13,987 $ 219 ==================================================================================================================================== (1) Effective April 2, 2001, SOUTHERN completed a spin off of Mirant (formerly Southern Energy). As a result of the spin off, the financial statements for the year 2000 have been prepared with Mirant reflected as discontinued operations. For further details, see note 11 in the Annual Report of SOUTHERN on Form 10-K. (2) Includes only consolidated financial information for Southern Energy Finance Capital Corporation and Southern Company Capital Funding, which were retained by SOUTHERN through a tax-free distribution from Mirant as discussed in SOUTHERN's Application on Form U-1 (File No. 70-9727). All other Mirant information is reflected as discontinued operations. (3) Includes Post Retirement Life & Medical Provisions, Supplemental and Other Pension Accruals, Early Retirement Incentive Program Costs and Other Work Force Reduction Costs, and Miscellaneous Post Employment Benefits. The notes to the financial statements (herein incorporated by reference as part of exhibit numbers A-1 through A-6 inclusive) are an integral part of this statement. A-9b
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES NSOLIDATING STATEMENT OF CAPITALIZATION -- DECEMBER 31, 2000 (Stated in Thousands of Dollars) Intercompany Eliminations and Transfers Consolidated Add (Deduct) Southern Alabama Georgia Long-Term Debt of Subsidaries: First mortgage bonds -- Maturity Interest Rates 2003 6.13% to 6.63% $ 325,000 $ - $ - $ - $ 275,000 2004 6.60% 35,000 - - - - 2005 6.07% 10,000 - - - 10,000 2006 through 2010 6.50% to 6.90% 95,000 - - - 50,000 2021 through 2025 6.88% to 9.00% 635,191 - - 488,991 57,000 2026 through 2030 6.88% 30,000 - - - - - ----------------------------------------------------------------------------------------------------------------------------------- Total first mortgage bonds 1,130,191 - - 488,991 392,000 - ----------------------------------------------------------------------------------------------------------------------------------- Long-term notes payable -- 5.35% to 9.75% due 2001-2004 765,514 - - 656,200 - 5.38% to 8.58% due 2005-2008 744,165 - - 585,000 150,000 6.25% to 7.63% due 2009-2017 170,179 - - 99,793 - 6.38% to 8.12% due 2018-2038 793,240 - - 318,988 200,000 6.63% to 7.13% due 2039-2048 1,028,800 - - 783,800 245,000 Adjustable rates (6.70% to 7.75% at 1/1/01) due 2001-2005 734,422 - - - 300,000 Long-term notes payable to affiliates 1 (1,097,367) 979,384 - - - ----------------------------------------------------------------------------------------------------------------------------------- Total long-term notes payable 4,236,321 (1,097,367) 979,384 2,443,781 895,000 - ----------------------------------------------------------------------------------------------------------------------------------- Other long-term debt -- Pollution control revenue bonds -- Collateralized: 5.00% to 6.75% due 2005-2026 538,625 - - 24,400 378,760 Variable rates (4.73% to 5.05% at 1/1/01) due 2015-2017 89,800 - - 89,800 - Non-collateralized: 4.53% to 6.75% due 2015-2034 406,225 - - 65,000 316,725 Variable rates (3.50% to 5.35% at 1/1/01) due 2011-2037 1,475,350 - - 360,940 978,705 - ----------------------------------------------------------------------------------------------------------------------------------- Total other long-term debt 2,510,000 - - 540,140 1,674,190 - ----------------------------------------------------------------------------------------------------------------------------------- Capitalized lease obligations 94,789 - - 4,165 85,179 - ----------------------------------------------------------------------------------------------------------------------------------- Unamortized debt premium (discount), net (61,486) - - (50,706) (2,622 - ----------------------------------------------------------------------------------------------------------------------------------- Total long-term debt (annual interest requirement -- $509 million) 7,909,815 (1,097,367) 979,384 3,426,371 3,043,747 Less amount due within one year 67,324 - - 844 1,808 - ----------------------------------------------------------------------------------------------------------------------------------- Long-term debt excluding amount due within one year $ 7,842,491 $(1,097,367) $ 979,384 $ 3,425,527 $ 3,041,939 - ----------------------------------------------------------------------------------------------------------------------------------- (Continued on following page) A-10a
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES NSOLIDATING STATEMENT OF CAPITALIZATION -- DECEMBER 31, 2000 (Stated in Thousands of Dollars) Gulf Mississippi Savannah SEGCO Long-Term Debt of Subsidaries: First mortgage bonds -- Maturity Interest Rates 2003 6.13% to 6.63% $30,000 $ - $20,000 $ - 2004 6.60% - 35,000 - - 2005 6.07% - - - - 2006 through 2010 6.50% to 6.90% 25,000 - 20,000 - 2021 through 2025 6.88% to 9.00% - 65,000 24,200 - 2026 through 2030 6.88% 30,000 - - - - -------------------------------------------------------------------------------------------------------------- Total first mortgage bonds 85,000 100,000 64,200 - - -------------------------------------------------------------------------------------------------------------- Long-term notes payable -- 5.35% to 9.75% due 2001-2004 50,000 35,000 10,000 - 5.38% to 8.58% due 2005-2008 - - - - 6.25% to 7.63% due 2009-2017 - - 30,000 - 6.38% to 8.12% due 2018-2038 68,073 53,179 - - 6.63% to 7.13% due 2039-2048 - - - - Adjustable rates (6.70% to 7.75% at 1/1/01) due 2001-2005 - 100,000 20,000 54,007 Long-term notes payable to affiliates - - - - - -------------------------------------------------------------------------------------------------------------- Total long-term notes payable 118,073 188,179 60,000 54,007 - -------------------------------------------------------------------------------------------------------------- Other long-term debt -- Pollution control revenue bonds -- Collateralized: 5.00% to 6.75% due 2005-2026 108,700 26,765 - - Variable rates (4.73% to 5.05% at 1/1/01) due 2015-2017 - - - - Non-collateralized: 4.53% to 6.75% due 2015-2034 - - - 24,500 Variable rates (3.50% to 5.35% at 1/1/01) due 2011-2037 60,930 56,820 17,955 - - -------------------------------------------------------------------------------------------------------------- Total other long-term debt 169,630 83,585 17,955 24,500 - -------------------------------------------------------------------------------------------------------------- Capitalized lease obligations - - 5,445 - - -------------------------------------------------------------------------------------------------------------- Unamortized debt premium (discount), net (6,710) (1,233) - (215) - -------------------------------------------------------------------------------------------------------------- Total long-term debt (annual interest requirement -- $509 million) 365,993 370,531 147,600 78,292 Less amount due within one year - 20 30,698 - - -------------------------------------------------------------------------------------------------------------- Long-term debt excluding amount due within one year $ 365,993 $ 370,511 $ 116,902 $78,292 - -------------------------------------------------------------------------------------------------------------- (Continued on following page) A-10b
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES CONSOLIDATING STATEMENT OF CAPITALIZATION -- DECEMBER 31, 2000 (Stated in Thousands of Dollars) (Continued) Southern Energy Southern SCS Nuclear Mirant(1) Solutions LINC Long-Term Debt of Subsidaries: First mortgage bonds -- Maturity Interest Rates 2003 6.13% to 6.63% $ - $ - $ - $ - $ - 2004 6.60% - - - - - 2005 6.07% - - - - - 2006 through 2010 6.50% to 6.90% - - - - - 2021 through 2025 6.88% to 9.00% - - - - - 2026 through 2030 6.88% - - - - - - ----------------------------------------------------------------------------------------------------------------------------------- Total first mortgage bonds - - - - - - ----------------------------------------------------------------------------------------------------------------------------------- Long-term notes payable -- 5.35% to 9.75% due 2001-2004 14,314 - - - - 5.38% to 8.58% due 2005-2008 7,068 - - 2,097 - 6.25% to 7.63% due 2009-2017 40,000 - - - 386 6.38% to 8.12% due 2018-2038 - - 153,000 - - 6.63% to 7.13% due 2039-2048 - - - - - Adjustable rates (6.70% to 7.75% at 1/1/01) due 2001-2005 - - 260,415 - - Long-term notes payable to affiliates - - - - 117,984 - ----------------------------------------------------------------------------------------------------------------------------------- Total long-term notes payable 61,382 - 413,415 2,097 118,370 - ----------------------------------------------------------------------------------------------------------------------------------- Other long-term debt -- Pollution control revenue bonds -- Collateralized: 5.00% to 6.75% due 2005-2026 - - - - - Variable rates (4.73% to 5.05% at 1/1/01) due 2015-2017 - - - - - Non-collateralized: 4.53% to 6.75% due 2015-2034 - - - - - Variable rates (3.50% to 5.35% at 1/1/01) due 2011-2037 - - - - - - ----------------------------------------------------------------------------------------------------------------------------------- Total other long-term debt - - - - - - ----------------------------------------------------------------------------------------------------------------------------------- Capitalized lease obligations - - - - - - ----------------------------------------------------------------------------------------------------------------------------------- Unamortized debt premium (discount), net - - - - - - ----------------------------------------------------------------------------------------------------------------------------------- Total long-term debt (annual interest requirement -- $509 million) 61,382 - 413,415 2,097 118,370 Less amount due within one year 8,685 - 25,034 216 19 - ----------------------------------------------------------------------------------------------------------------------------------- Long-term debt excluding amount due within one year $ 52,697 $ - $ 388,381 $ 1,881 $ 118,351 - ----------------------------------------------------------------------------------------------------------------------------------- (Continued on following page) A-11a
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES CONSOLIDATING STATEMENT OF CAPITALIZATION -- DECEMBER 31, 2000 (Stated in Thousands of Dollars) (Continued) Change In Southern Control Powercall Telecom Trust SERC Long-Term Debt of Subsidaries: First mortgage bonds -- Maturity Interest Rates 2003 6.13% to 6.63% $ - $ - $ - $ - 2004 6.60% - - - - 2005 6.07% - - - - 2006 through 2010 6.50% to 6.90% - - - - 2021 through 2025 6.88% to 9.00% - - - - 2026 through 2030 6.88% - - - - - ------------------------------------------------------------------------------------------------------------------------------ Total first mortgage bonds - - - - - ------------------------------------------------------------------------------------------------------------------------------ Long-term notes payable -- 5.35% to 9.75% due 2001-2004 - - - - 5.38% to 8.58% due 2005-2008 - - - - 6.25% to 7.63% due 2009-2017 - - - - 6.38% to 8.12% due 2018-2038 - - - - 6.63% to 7.13% due 2039-2048 - - - - Adjustable rates (6.70% to 7.75% at 1/1/01) due 2001-2005 - - - - Long-term notes payable to affiliates - - - - - ------------------------------------------------------------------------------------------------------------------------------ Total long-term notes payable - - - - - ------------------------------------------------------------------------------------------------------------------------------ Other long-term debt -- Pollution control revenue bonds -- Collateralized: 5.00% to 6.75% due 2005-2026 - - - - Variable rates (4.73% to 5.05% at 1/1/01) due 2015-2017 - - - - Non-collateralized: 4.53% to 6.75% due 2015-2034 - - - - Variable rates (3.50% to 5.35% at 1/1/01) due 2011-2037 - - - - - ------------------------------------------------------------------------------------------------------------------------------ Total other long-term debt - - - - - ------------------------------------------------------------------------------------------------------------------------------ Capitalized lease obligations - - - - - ------------------------------------------------------------------------------------------------------------------------------ Unamortized debt premium (discount), net - - - - - ------------------------------------------------------------------------------------------------------------------------------ Total long-term debt (annual interest requirement -- $509 million) - - - - Less amount due within one year - - - - - ------------------------------------------------------------------------------------------------------------------------------ Long-term debt excluding amount due within one year $ - $ - $ - $ - - ------------------------------------------------------------------------------------------------------------------------------ (Continued on following page) A-11b
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES CONSOLIDATING STATEMENT OF CAPITALIZATION -- DECEMBER 31, 2000 (Stated in Thousands of Dollars) (Continued) Intercompany Eliminations and Transfers Consolidated Add (Deduct) Southern Alabama Georgia Company or Subsidiary Obligated Mandatorily Redeemable Capital and Preferred Securities: $25 liquidation value -- 6.85% to 7.00% $ 435,000 $ - $ - $ - $ 200,000 7.13% to 7.38% 297,000 - - 97,000 - 7.60% to 7.63% 415,000 - - 200,000 175,000 7.75% 649,250 - - - 414,250 8.14% to 8.19% 400,000 - - - - Auction rate (6.52% at 1/1/01) 50,000 - - 50,000 - - ----------------------------------------------------------------------------------------------------------------------------------- Total (annual distribution requirement -- $169 million) 2,246,250 - - 347,000 789,250 - ----------------------------------------------------------------------------------------------------------------------------------- Cumulative Preferred Stock of Subsidiaries: $100 par or stated value -- 4.20% to 7.00% 98,126 (242,157) - 47,512 14,569 $25 par or stated value -- 5.20% to 5.83% 200,000 - - 200,000 - Adjustable and auction rates -- at 1/1/01 5.14% to 5.25% 70,000 - - 70,000 - - ----------------------------------------------------------------------------------------------------------------------------------- Total (annual dividend requirement -- $19 million) 368,126 (242,157) - 317,512 14,569 Less amount due within one year - - - - - - ----------------------------------------------------------------------------------------------------------------------------------- Total excluding amount due within one year 368,126 (242,157) - 317,512 14,569 - ----------------------------------------------------------------------------------------------------------------------------------- Common Stockholders' Equity: Common stock, par value $5 per share -- Authorized - 1 billion shares Issued: 701 million shares Treasury: 19 million shares Par value 3,503,112 (703,042) 3,503,112 224,358 344,250 Paid-in capital 3,153,461 (8,700,933) 3,153,461 1,743,462 2,117,537 Treasury, at cost (544,515) - (544,515) - - Retained earnings 4,671,881 (3,503,902) 4,671,881 1,227,952 1,787,757 Accumulated other comprehensive income (93,598) 23,013 - - - - ----------------------------------------------------------------------------------------------------------------------------------- Total common stockholders' equity 10,690,341 (12,884,864) 10,783,939 3,195,772 4,249,544 - ----------------------------------------------------------------------------------------------------------------------------------- Total Capitalization $ 21,147,208 $(14,224,388) $ 11,763,323 $ 7,285,811 $ 8,095,302 =================================================================================================================================== (Continued on following page) A-12a
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES CONSOLIDATING STATEMENT OF CAPITALIZATION -- DECEMBER 31, 2000 (Stated in Thousands of Dollars) (Continued) Gulf Mississippi Savannah SEGCO Company or Subsidiary Obligated Mandatorily Redeemable Capital and Preferred Securities: $25 liquidation value -- 6.85% to 7.00% $45,000 $ - $40,000 $ - 7.13% to 7.38% - - - - 7.60% to 7.63% 40,000 - - - 7.75% - 35,000 - - 8.14% to 8.19% - - - - Auction rate (6.52% at 1/1/01) - - - - - -------------------------------------------------------------------------------------------------------------- Total (annual distribution requirement -- $169 million) 85,000 35,000 40,000 - - -------------------------------------------------------------------------------------------------------------- Cumulative Preferred Stock of Subsidiaries: $100 par or stated value -- 4.20% to 7.00% 4,236 31,809 - - $25 par or stated value -- 5.20% to 5.83% - - - - Adjustable and auction rates -- at 1/1/01 5.14% to 5.25% - - - - - -------------------------------------------------------------------------------------------------------------- Total (annual dividend requirement -- $19 million) 4,236 31,809 - - Less amount due within one year - - - - - -------------------------------------------------------------------------------------------------------------- Total excluding amount due within one year 4,236 31,809 - - - -------------------------------------------------------------------------------------------------------------- Common Stockholders' Equity: Common stock, par value $5 per share -- Authorized - 1 billion shares Issued: 701 million shares Treasury: 19 million shares Par value 38,060 37,691 54,223 328 Paid-in capital 233,488 194,487 11,265 32,973 Treasury, at cost - - - - Retained earnings 155,830 172,720 109,506 17,815 Accumulated other comprehensive income - - - - - -------------------------------------------------------------------------------------------------------------- Total common stockholders' equity 427,378 404,898 174,994 51,116 - -------------------------------------------------------------------------------------------------------------- Total Capitalization $ 882,607 $ 842,218 $ 331,896 $ 129,408 ============================================================================================================== (Continued on following page) A-12b
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES CONSOLIDATING STATEMENT OF CAPITALIZATION -- DECEMBER 31, 2000 (Stated in Thousands of Dollars) (Continued) Southern Energy Southern SCS Nuclear Mirant(1) Solutions LINC Company or Subsidiary Obligated Mandatorily Redeemable Capital and Preferred Securities: $25 liquidation value -- 6.85% to 7.00% $ - $ - $ 150,000 $ - $ - 7.13% to 7.38% - - 200,000 - - 7.60% to 7.63% - - - - - 7.75% - - 200,000 - - 8.14% to 8.19% - - 400,000 - - Auction rate (6.52% at 1/1/01) - - - - - - ------------------------------------------------------------------------------------------------------------------------------------ Total (annual distribution requirement -- $169 million) - - 950,000 - - - ------------------------------------------------------------------------------------------------------------------------------------ Cumulative Preferred Stock of Subsidiaries: $100 par or stated value -- 4.20% to 7.00% - - 242,157 - - $25 par or stated value -- 5.20% to 5.83% - - - - - Adjustable and auction rates -- at 1/1/01 5.14% to 5.25% - - - - - - ------------------------------------------------------------------------------------------------------------------------------------ Total (annual dividend requirement -- $19 million) - - 242,157 - - Less amount due within one year - - - - - - ------------------------------------------------------------------------------------------------------------------------------------ Total excluding amount due within one year - - 242,157 - - - ------------------------------------------------------------------------------------------------------------------------------------ Common Stockholders' Equity: Common stock, par value $5 per share -- Authorized - 1 billion shares Issued: 701 million shares Treasury: 19 million shares Par value 725 10 3,388 1 1 Paid-in capital 150 4,543 4,084,406 84,551 157,539 Treasury, at cost - - - - - Retained earnings - - 166,281 (42,590) (80,614) Accumulated other comprehensive income - - (116,860) - - - ------------------------------------------------------------------------------------------------------------------------------------ Total common stockholders' equity 875 4,553 4,137,215 41,962 76,926 - ------------------------------------------------------------------------------------------------------------------------------------ Total Capitalization $ 53,572 $ 4,553 $ 5,717,753 $ 43,843 $ 195,277 ==================================================================================================================================== (1) Includes only consolidated financial information for Southern Energy Finance Capital Corporation and Southern Company Capital Funding, which were retained by SOUTHERN through a tax-free distribution from Mirant as discussed in SOUTHERN's Application on Form U-1 (File No. 70-9727). All other Mirant information is reflected as discontinued operations. The notes to the financial statements (herein incorporated by reference as part of exhibit numbers A-1 through A-6 inclusive) are an integral part of this statement. A-13a
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES CONSOLIDATING STATEMENT OF CAPITALIZATION -- DECEMBER 31, 2000 (Stated in Thousands of Dollars) (Continued) Change In Southern Control Powercall Telecom Trust SERC Company or Subsidiary Obligated Mandatorily Redeemable Capital and Preferred Securities: $25 liquidation value -- 6.85% to 7.00% $ - $ - $ - $ - 7.13% to 7.38% - - - - 7.60% to 7.63% - - - - 7.75% - - - - 8.14% to 8.19% - - - - Auction rate (6.52% at 1/1/01) - - - - - ------------------------------------------------------------------------------------------------------------------------------ Total (annual distribution requirement -- $169 million) - - - - - ------------------------------------------------------------------------------------------------------------------------------ Cumulative Preferred Stock of Subsidiaries: $100 par or stated value -- 4.20% to 7.00% - - - - $25 par or stated value -- 5.20% to 5.83% - - - - Adjustable and auction rates -- at 1/1/01 5.14% to 5.25% - - - - - ----------------------------------------------------------------------------------------------------------------------------- Total (annual dividend requirement -- $19 million) - - - - Less amount due within one year - - - - - ------------------------------------------------------------------------------------------------------------------------------ Total excluding amount due within one year - - - - - ------------------------------------------------------------------------------------------------------------------------------ Common Stockholders' Equity: Common stock, par value $5 per share -- Authorized - 1 billion shares Issued: 701 million shares Treasury: 19 million shares Par value 1 1 - 5 Paid-in capital 21,994 1,373 13,165 - Treasury, at cost - - - - Retained earnings (14,663) 3,335 573 - Accumulated other comprehensive income - - 249 - - ------------------------------------------------------------------------------------------------------------------------------ Total common stockholders' equity 7,332 4,709 13,987 5 - ------------------------------------------------------------------------------------------------------------------------------ Total Capitalization $ 7,332 $ 4,709 $ 13,987 $ 5 ============================================================================================================================== (1) Includes only consolidated financial information for Southern Energy Finance Capital Corporation and Southern Company Capital Funding, which were retained by SOUTHERN through a tax-free distribution from Mirant as discussed in SOUTHERN's Application on Form U-1 (File No. 70-9727). All other Mirant information is reflected as discontinued operations. The notes to the financial statements (herein incorporated by reference as part of exhibit numbers A-1 through A-6 inclusive) are an integral part of this statement. A-13b
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES CONSOLIDATING STATEMENT OF PAID IN CAPITAL FOR THE YEAR ENDED DECEMBER 31, 2000 (Stated in Thousands of Dollars) Intercompany Eliminations and Transfers Consolidated Add (Deduct) Southern Alabama Georgia Balance, December 31, 1999 $2,479,721 $(7,056,654) $ 2,480,198 $ 1,538,992 $ 1,815,983 ADD (DEDUCT): Proceeds from issuance of common stock over the par value thereof 32 - 32 - - Contributions & adjustments to capital for the twelve month period - (1,643,353) - 204,371 300,549 Capital distribution to SOUTHERN for the twelve month period - 1,573 - - - Other 673,231 (2,499) 673,231 - 965 - ---------------------------------------------------------------------------------------------------------------------------------- Balance, December 31, 2000 $ 3,152,984 $(8,700,933) $ 3,153,461 $ 1,743,363 $ 2,117,497 ================================================================================================================================== A-15a
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES CONSOLIDATING STATEMENT OF PAID IN CAPITAL FOR THE YEAR ENDED DECEMBER 31, 2000 (Stated in Thousands of Dollars) (Continued) Gulf Mississippi Savannah Balance, December 31, 1999 $ 221,254 $ 181,502 $ 9,787 ADD (DEDUCT): Proceeds from issuance of common stock over the par value thereof - - - Contributions & adjustments to capital for the twelve month period 11,981 12,659 1,478 Capital distribution to SOUTHERN for the twelve month period - - - Other 241 - - - ---------------------------------------------------------------------------------------------- Balance, December 31, 2000 $ 233,476 $ 194,161 $ 11,265 ============================================================================================== A-15b
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES CONSOLIDATING STATEMENT OF PAID IN CAPITAL FOR THE YEAR ENDED DECEMBER 31, 2000 (Stated in Thousands of Dollars) (Continued) Southern Energy SEGCO SCS Nuclear Mirant(1) Solutions Balance, December 31, 1999 $ 32,670 $ 150 $ 2,942 $ 2,987,260 $ 85,512 ADD (DEDUCT): Proceeds from issuance of common stock over the par value thereof - - - - - Contributions & adjustments to capital for the twelve month period 303 - 1,093 1,097,146 - Capital distribution to SOUTHERN for the twelve month period - - - - (961) Other - - 508 - - - ----------------------------------------------------------------------------------------------------------------------------- Balance, December 31, 2000 $ 32,973 $ 150 $ 4,543 $ 4,084,406 $ 84,551 ============================================================================================================================= A-15c
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES CONSOLIDATING STATEMENT OF PAID IN CAPITAL FOR THE YEAR ENDED DECEMBER 31, 2000 (Stated in Thousands of Dollars) Change In Southern Southern Control LINC Powercall Telecom Trust Balance, December 31, 1999 $ 157,518 $ 22,019 $ 588 $ - ADD (DEDUCT): Proceeds from issuance of common stock over the par value thereof - - - - Contributions & adjustments to capital for the twelve month period 21 - 587 13,165 Capital distribution to SOUTHERN for the twelve month period - (25) (587) - Other - - 785 - - ------------------------------------------------------------------------------------------------------- Balance, December 31, 2000 $ 157,539 $ 21,994 $ 1,373 $13,165 ======================================================================================================= (1) Includes only consolidated financial information for Southern Energy Finance Capital Corporation and Southern Company Capital Funding, which were retained by SOUTHERN through a tax-free distribution from Mirant as discussed in SOUTHERN's Application on Form U-1 (File No. 70-9727). All other Mirant information is reflected as discontinued operations. The notes to the financial statements (herein incorporated by reference as part of exhibit numbers A-1 through A-6 inclusive) are an integral part of this statement. A-15d
Notes to Financial Statements at December 31, 2000 The notes to the financial statements are herein incorporated by reference as part of exhibit numbers A-1 through A-6 inclusive and are an integral part of the financial statements. A-16
ALABAMA POWER COMPANY AND SUBSIDIARIES CONSOLIDATED STATEMENT OF INCOME FOR THE YEAR ENDED DECEMBER 31, 2000 (in thousands) ALABAMA ALABAMA ALABAMA ALABAMA ALABAMA Consolidated Eliminations CORPORATE TRUST I TRUST II TRUST III - ---------------------------------------------------------------------------------------------------------------------------------- Total Operating Revenues $ 3,667,461 $ - $ - $ - $ - $ - - ---------------------------------------------------------------------------------------------------------------------------------- OPERATING EXPENSES: Operation -- Fuel 963,275 - - - - - Purchased power from non-affiliates 164,881 - - - - - Purchase power from affiliates 184,014 - - - - - Other 538,529 - - - - - Maintenance 301,046 - - - - - Depreciation and amortization 364,618 - - - - - Taxes other than income taxes 209,673 - - - - - - ---------------------------------------------------------------------------------------------------------------------------------- Total operating expenses 2,726,036 - - - - - - ---------------------------------------------------------------------------------------------------------------------------------- Operating Income 941,425 Other Income (Expense): Interest income 38,167 (27,153) 38,969 7,375 15,670 3,306 Equity in earnings of unconcolidated subsidiaries 3,156 - - - - - Other, net (7,909) - - - - - - ---------------------------------------------------------------------------------------------------------------------------------- INCOME BEFORE INTEREST CHARGES 974,839 (27,153) 975,641 7,375 15,670 3,306 - ---------------------------------------------------------------------------------------------------------------------------------- Interest and Other: Interest expense, net 251,663 (26,351) 278,014 - - - Distributions on preferred securities of subsidiaries 25,549 (802) - 7,375 15,670 3,306 - ---------------------------------------------------------------------------------------------------------------------------------- Total interest charges and other, net 277,212 (27,153) 278,014 7,375 15,670 3,306 - ---------------------------------------------------------------------------------------------------------------------------------- Earnings Before Income Taxes 697,627 - - - - - Income taxes 261,555 - - - - - - ---------------------------------------------------------------------------------------------------------------------------------- Net Income 436,072 - - - - - Dividends on Preferred Stock 16,156 - - - - - - ---------------------------------------------------------------------------------------------------------------------------------- NET INCOME AFTER DIVIDENDS ON PREFERRED STOCK $ 419,916 $ - $ - $ - $ - $ - ==================================================================================================================================
A-17
ALABAMA POWER COMPANY AND SUBSIDIARIES CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 2000 (in thousands) ALABAMA ALABAMA ALABAMA ALABAMA ALABAMA Consolidated Eliminations CORPORATE TRUST I TRUST II TRUST III - ----------------------------------------------------------------------------------------------------------------------------------- Operating Activities: Net Income $ 436,072 $ - $ 436,072 $ - $ - $ - Adjustments to reconcile consolidated net income to net cash provided by operating activities - Depreciation and amortization 412,998 - 412,998 - - - Deferred income taxes and investment tax credits, net 66,166 - 66,166 - - - Other, net (37,703) - (37,703) - - - Change in current assets and liabilities - Receivables, net (125,652) - (125,652) - - - Fossil fuel stock 23,967 - 23,967 - - - Materials and supplies (10,662) - (10,662) - - - Accounts payable 107,702 - 107,702 - - - Energy cost recovery, retail (69,190) - (69,190) - - - Other 23,336 - 23,336 - - - - ----------------------------------------------------------------------------------------------------------------------------------- Net cash provided from operating activities 827,034 - 827,034 - - - - ----------------------------------------------------------------------------------------------------------------------------------- Investing Activities: Gross property additions (870,581) - (870,581) - - - Other (49,414) - (49,414) - - - - ----------------------------------------------------------------------------------------------------------------------------------- Net cash used for investing activities (919,995) - (919,995) - - - - ----------------------------------------------------------------------------------------------------------------------------------- Financing Activities: Increase (decrease) in notes payable, net 184,519 - 184,519 - - - Proceeds-- Other long-term debt 250,000 - 250,000 - - - Capital contributions from parent company 204,371 - 204,371 - - - Retirements-- First mortgage bonds (111,009) - (111,009) - - - Other long term debt (5,987) - (5,987) - - - Payment of preferred stock dividends (16,110) - (16,110) - - - Payment of common stock dividends (417,100) - (417,100) - - - Other-- (951) - (951) - - - - ----------------------------------------------------------------------------------------------------------------------------------- Net cash provided from (used for) financing activities 87,733 - 87,733 - - - - ----------------------------------------------------------------------------------------------------------------------------------- Net Change in Cash and Cash Equivalents (5,228) - (5,228) - - - Cash and Cash Equivalents at Beginning of Period 19,475 - 19,475 - - - - ----------------------------------------------------------------------------------------------------------------------------------- Cash and Cash Equivalents at End of Period $ 14,247 $ - $ 14,247 $ - $ - $ - =================================================================================================================================== A-18
ALABAMA POWER COMPANY AND SUBSIDIARIES CONSOLIDATED BALANCE SHEET AT DECEMBER 31, 2000 (in thousands) ALABAMA ALABAMA ALABAMA ALABAMA ALABAMA Consolidated Eliminations CORPORATE TRUST I TRUST II TRUST III - ----------------------------------------------------------------------------------------------------------------------------------- Current Assets: Cash and cash equivalents $ 14,247 $ - $ 14,247 $ - $ - $ - Receivables - Customer accounts receivable 337,870 - 337,870 - - - Unrecovered retail fuel clause revenue 237,817 - 237,817 - - - Other accounts and notes receivable 60,315 - 60,315 - - - Affiliated companies 95,704 - 95,704 - - - Accumulated provision for uncollectible accts (6,237) - (6,237) - - - Refundable income taxes - - - - - - Fossil fuel stock, at average cost 60,615 - 60,615 - - - Materials and supplies, at average cost 178,299 - 178,299 - - - Other 52,624 - 52,624 - - - - ----------------------------------------------------------------------------------------------------------------------------------- Total current assets 1,031,254 - 1,031,254 - - - - ----------------------------------------------------------------------------------------------------------------------------------- Property, Plant and Equipment 8,162,777 - 8,162,777 - - - - ----------------------------------------------------------------------------------------------------------------------------------- Other Property and Investments 366,130 (368,472) 376,866 100,000 206,186 51,550 - ----------------------------------------------------------------------------------------------------------------------------------- Deferred Charges and Other Assets: Deferred charges related to income taxes 345,550 - 345,550 - - - Debt expense, being amortized 8,758 - 8,758 - - - Premium on reacquired debt, being amortized 76,020 - 76,020 - - - Prepaid pension Costs 268,259 - 268,259 - - - Department of Energy assessments 24,588 - 24,588 - - - Other 95,772 - 95,772 - - - - ----------------------------------------------------------------------------------------------------------------------------------- Total deferred charges and other assets 818,947 - 818,947 - - - - ----------------------------------------------------------------------------------------------------------------------------------- Total Assets $ 10,379,108 $ (368,472) $ 10,389,844 $ 100,000 $ 206,186 $51,550 =================================================================================================================================== A-19
ALABAMA POWER COMPANY AND SUBSIDIARIES CONSOLIDATED BALANCE SHEET AT DECEMBER 31, 2000 (in thousands) ALABAMA ALABAMA ALABAMA ALABAMA ALABAMA Consolidated Eliminations CORPORATE TRUST I TRUST II TRUST III - ----------------------------------------------------------------------------------------------------------------------------------- Current Liabilities: Securities due within one year $ 844 $ - $ 844 $ - $ - $ - Notes payable 281,343 - 281,343 - - - Accounts payable - Affiliated 124,534 - 124,534 - - - Other 209,205 - 209,205 - - - Customer deposits 36,814 - 36,814 - - - Taxes accrued 84,976 - 84,976 - - - Interest accrued 33,186 - 33,186 - - - Vacation pay accrued 31,711 - 31,711 - - - Other 97,743 - 97,743 - - - - ----------------------------------------------------------------------------------------------------------------------------------- Total current liabilities 900,356 - 900,356 - - - - ----------------------------------------------------------------------------------------------------------------------------------- Long-term debt 3,425,527 (357,736) 3,783,263 - - - - ----------------------------------------------------------------------------------------------------------------------------------- Deferred Credits and Other Liabilities: Accumulated deferred income taxes 1,401,424 - 1,401,424 - - - Deferred credits related to income taxes 222,485 - 222,485 - - - Accumulated deferred investment tax credits 249,280 - 249,280 - - - Employee benefits provisions 84,816 - 84,816 - - - Prepaid capacity revenues, net 58,377 - 58,377 - - - Miscellaneous 176,559 - 176,559 - - - - ----------------------------------------------------------------------------------------------------------------------------------- Total deferred credits and other liabilities 2,192,941 - 2,192,941 - - - - ----------------------------------------------------------------------------------------------------------------------------------- Company obligated mandatorily redeemable preferred securities 347,000 (10,736) - 100,000 206,186 51,550 Cumulative preferred stock 317,512 - - - - - Common stock equity 3,195,772 - - - - - - ----------------------------------------------------------------------------------------------------------------------------------- Total Liabilities and Stockholder's Equity $ 10,379,108 $ (368,472) $ 10,389,844 $ 100,000 $ 206,186 $ 51,550 - ----------------------------------------------------------------------------------------------------------------------------------- A-20
Notes to ALABAMA's Consolidated Financial Statements (A) Represents equity in earnings of SEGCO, a non-consolidated subsidiary in which ALABAMA has 50% ownership, which is accounted for on the equity basis. See pages A-2 through A-16 for SEGCO's financial statements consolidated for SOUTHERN. (B) Includes $78,331 in earnings of Alabama Property Company, a non-consolidated subsidiary, which is accounted for on the equity basis. See pages A-24 through A-26 for Alabama Property Company's financial statements. (C) Represents ALABAMA's investment in SEGCO. (D) Includes $9,943,075 of investments in Alabama Property Company. A-21 ALABAMA PROPERTY COMPANY STATEMENT OF INCOME FOR THE YEAR ENDED DECEMBER 31, 2000 (Unaudited; Not Consolidated in Parent, ALABAMA) REVENUES: Sales of recreational lots $ 148,669 Rentals 146,752 Interest on securities owned 310,351 --------- Total Revenues 605,773 COSTS AND EXPENSES: Operating expenses 206,957 Taxes, net 320,485 --------- Total costs and expenses 527,442 --------- NET INCOME $ 78,331 ========== ALABAMA PROPERTY COMPANY STATEMENT OF RETAINED EARNINGS FOR THE YEAR ENDED DECEMBER 31, 2000 (Unaudited; Not Consolidated in Parent, ALABAMA) RETAINED EARNINGS AT DECEMBER 31, 1999 $9,414,741 Net Income 78,331 ----------- RETAINED EARNINGS AT DECEMBER 31, 2000 $9,493,072 ========== A-22 ALABAMA PROPERTY COMPANY BALANCE SHEET AT DECEMBER 31, 2000 (Unaudited; Not Consolidated in Parent, ALABAMA) ASSETS CURRENT ASSETS: Cash $ 91,159 Temporary cash investments 5,240,347 Accounts receivable Other 2,500 Associated Companies (37,169) ----------- Total current assets 5,296,837 PROPERTY AND MINERAL RIGHTS HELD FOR FUTURE DEVELOPMENT 4,528,583 ----------- Total Assets $9,825,420 ========== LIABILITIES AND CAPITALIZATION CURRENT LIABILITIES: Accounts payable to associated companies $ 27,290 Accrued income taxes (144,945) ----------- Total current liabilities (117,655) ----------- SHAREHOLDER'S INVESTMENT: Common stock, $150 par value; 1,000 shares authorized, issued and outstanding 150,000 Additional paid-in capital 300,000 Retained earnings 9,493,072 ----------- Total shareholder's investment 9,943,075 ----------- Total liabilities and capitalization $ 9,825,420 =========== A-23
GEORGIA POWER COMPANY AND SUBSIDIARIES CONSOLIDATED STATEMENT OF INCOME FOR THE YEAR ENDED DECEMBER 31, 2000 (in thousands) GEORGIA GEORGIA GEORGIA Consolidated Eliminations CORPORATE PIEDMONT CAPITAL - ---------------------------------------------------------------------------------------------------------------------------------- TOTAL OPERATING REVENUES $ 4,870,618 $ (839) $ 4,870,618 $ 839 $ - - ---------------------------------------------------------------------------------------------------------------------------------- OPERATING EXPENSES: Operation -- Fuel 1,017,878 - 1,017,878 - - Purchased and interchanged, net 356,189 - 356,189 - - Purchase power from affiliates 239,815 - 239,815 - - Other 795,458 (839) 796,296 - Maintenance 404,189 - 404,189 - - Depreciation and amortization 619,094 - 619,050 44 - Taxes other than income taxes 204,527 - 204,189 338 - - ---------------------------------------------------------------------------------------------------------------------------------- Total operating expenses 3,637,150 (839) 3,637,606 382 1 - ---------------------------------------------------------------------------------------------------------------------------------- Operating Income 1,233,468 - 1,233,012 457 (1) - ---------------------------------------------------------------------------------------------------------------------------------- Other Income (Expense): Interest income 2,629 (61,897) 2,629 970 - Equity in earnings of unconsolidated subsidiaries 3,051 - 3,051 - - Other, net (50,495) - (48,705) (1,790) - - ---------------------------------------------------------------------------------------------------------------------------------- Earnings Before Interest and Income Taxes 1,188,653 (61,897) 1,189,987 (363) (1) - ---------------------------------------------------------------------------------------------------------------------------------- Interest Charges and Other: Interest on long-term debt 169,298 (61,897) 230,755 440 - Interest on notes payable 28,262 - 28,262 - - Amortization of debt discount, premium and expense, net 14,245 - 14,245 - - Other interest charges, net (2,937) - (2,937) - - Distributions on preferred securities of subsidiary companies 59,104 - - - - - ---------------------------------------------------------------------------------------------------------------------------------- Total interest charges and other, net 267,972 (61,897) 270,325 440 0 - ---------------------------------------------------------------------------------------------------------------------------------- Earnings Before Income Taxes 920,681 - 919,662 (803) (1) Income taxes 360,587 - 360,898 (311) - - ---------------------------------------------------------------------------------------------------------------------------------- Net Income 560,094 - 558,764 (492) (1) Dividends on Preferred Stock 674 - 674 - - - ---------------------------------------------------------------------------------------------------------------------------------- NET INCOME AFTER DIVIDENDS ON PREFERRED STOCK $ 559,420 $ - $ 558,090 $ (492) $ (1) ================================================================================================================================== A-24a
GEORGIA POWER COMPANY AND SUBSIDIARIES CONSOLIDATED STATEMENT OF INCOME FOR THE YEAR ENDED DECEMBER 31, 2000 (in thousands) GEORGIA GEORGIA GEORGIA GEORGIA TRUST I TRUST II TRUST III TRUST IV - --------------------------------------------------------------------------------------------------------------------- TOTAL OPERATING REVENUES $ - $ - $ - $ - - --------------------------------------------------------------------------------------------------------------------- OPERATING EXPENSES: Operation -- Fuel - - - - Purchased and interchanged, net - - - - Purchase power from affiliates - - - - Other - - - - Maintenance - - - - Depreciation and amortization - - - - Taxes other than income taxes - - - - - --------------------------------------------------------------------------------------------------------------------- Total operating expenses - - - - - --------------------------------------------------------------------------------------------------------------------- Operating Income - - - - - --------------------------------------------------------------------------------------------------------------------- Other Income (Expense): Interest income 17,977 13,711 15,121 14,118 Equity in earnings of unconsolidated subsidiaries - - - - Other, net - - - - - --------------------------------------------------------------------------------------------------------------------- Earnings Before Interest and Income Taxes 17,977 13,711 15,121 14,118 - --------------------------------------------------------------------------------------------------------------------- Interest Charges and Other: Interest on long-term debt - - - - Interest on notes payable - - - - Amortization of debt discount, premium and expense, net - - - - Other interest charges, net - - - - Distributions on preferred securities of subsidiary companies 17,437 13,300 14,667 13,700 - --------------------------------------------------------------------------------------------------------------------- Total interest charges and other, net 17,437 13,300 14,667 13,700 - --------------------------------------------------------------------------------------------------------------------- Earnings Before Income Taxes 540 411 454 418 Income taxes - - - - - --------------------------------------------------------------------------------------------------------------------- Net Income 540 411 454 418 Dividends on Preferred Stock - - - - --------------------------------------------------------------------------------------------------------------------- NET INCOME AFTER DIVIDENDS ON PREFERRED STOCK $ 540 $ 411 $ 454 $ 418 =====================================================================================================================
A-24b
GEORGIA POWER COMPANY AND SUBSIDIARIES CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 2000 (in thousands) GEORGIA GEORGIA GEORGIA Consolidated Eliminations CORPORATE PIEDMONT CAPITAL - ----------------------------------------------------------------------------------------------------------------------------------- Operating Activities: Net Income $ 560,094 $ - $ 558,764 $ (492) $ (1) Adjustments to reconcile consolidated net income to net cash provided by operating activities - Depreciation and amortization 712,960 - 711,127 1,833 - Deferred income taxes and investment tax credits, net (28,961) - (29,279) 318 - Allowance for equity funds used during construction (2,901) - (2,901) - - Other, net (48,600) - (48,600) - - Change in current assets and liabilities - Receivables, net (108,621) 1,330 (108,129) - 1 Inventories 17,120 - 17,120 - - Payables 64,412 (1,330) 65,742 - - Taxes accrued 7,335 - 8,228 (893) - Energy cost recovery, retail (95,235) - (95,235) - - Other (16,427) - (16,427) - - - ----------------------------------------------------------------------------------------------------------------------------------- Net cash provided from operating activities 1,061,176 - 1,060,410 766 - - ----------------------------------------------------------------------------------------------------------------------------------- Investing Activities: Gross property additions (1,078,163) - (1,078,163) - - Other (5,450) - (5,450) - - - ----------------------------------------------------------------------------------------------------------------------------------- Net cash used for investing activities (1,083,613) - (1,083,613) - - - ----------------------------------------------------------------------------------------------------------------------------------- Financing Activities: Increase (decrease) in notes payable, net 67,598 - 67,598 - - Proceeds-- Senior notes and other long-term debt 300,000 - 299,888 112 - Pollution control bonds 78,725 - 78,725 - - Capital contributions from parent company 301,514 - 301,514 - - Retirements-- First mortgage bonds (100,000) - (100,000) - - Pollution control bonds (78,725) - (78,725) - - Preferred stock (383) - (383) - - Payment of preferred stock dividends (751) - (751) - - Payment of common stock dividends (549,600) - (549,600) - - Other-- (1,231) - (353) (878) - - ----------------------------------------------------------------------------------------------------------------------------------- Net cash used for financing activities 17,147 - 17,913 (766) - - ----------------------------------------------------------------------------------------------------------------------------------- Net Change in Cash and Cash Equivalents (5,290) - (5,290) - - Cash and Cash Equivalents at Beginning of Year 34,660 - 34,660 - - - ----------------------------------------------------------------------------------------------------------------------------------- Cash and Cash Equivalents at End of Year $ 29,370 $ - $ 29,370 $ - $ - =================================================================================================================================== A-25a
GEORGIA POWER COMPANY AND SUBSIDIARIES CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 2000 (in thousands) GEORGIA GEORGIA GEORGIA GEORGIA TRUST I TRUST II TRUST III TRUST IV - ------------------------------------------------------------------------------------------------------------------------------- Operating Activities: Net Income $ 540 $ 411 $ 454 $ 418 Adjustments to reconcile consolidated net income to net cash provided by operating activities - Depreciation and amortization - - - - Deferred income taxes and investment tax credits, net - - - - Allowance for equity funds used during construction - - - - Other, net - - - - Change in current assets and liabilities - Receivables, net (540) (411) (454) (418) Inventories - - - - Payables - - - - Taxes accrued - - - - Energy cost recovery, retail - - - - Other - - - - - ------------------------------------------------------------------------------------------------------------------------------- Net cash provided from operating activities - - - - - ------------------------------------------------------------------------------------------------------------------------------- Investing Activities: Gross property additions - - - - Other - - - - - ------------------------------------------------------------------------------------------------------------------------------- Net cash used for investing activities - - - - - ------------------------------------------------------------------------------------------------------------------------------- Financing Activities: Increase (decrease) in notes payable, net - - - - Proceeds-- Senior notes and other long-term debt - - - - Pollution control bonds - - - - Capital contributions from parent company - - - - Retirements-- First mortgage bonds - - - - Pollution control bonds - - - - Preferred stock - - - - Payment of preferred stock dividends - - - - Payment of common stock dividends - - - - Other-- - - - - - ------------------------------------------------------------------------------------------------------------------------------- Net cash used for financing activities - - - - - ------------------------------------------------------------------------------------------------------------------------------- Net Change in Cash and Cash Equivalents - - - - Cash and Cash Equivalents at Beginning of Year - - - - - ------------------------------------------------------------------------------------------------------------------------------- Cash and Cash Equivalents at End of Year $ - $ - $ - $ - =============================================================================================================================== A-25b
GEORGIA POWER COMPANY AND SUBSIDIARIES CONSOLIDATED BALANCE SHEET AT DECEMBER 31, 2000 (in thousands) GEORGIA GEORGIA GEORGIA Consolidated Eliminations CORPORATE PIEDMONT CAPITAL - --------------------------------------------------------------------------------------------------------------------------------- Current Assets: Cash and cash equivalents $ 29,370 $ - $ 29,370 $ - $ - Receivables - Customer accounts receivable 596,872 - 596,872 - - Other accounts and notes receivable 156,143 (7,664) 156,143 - 1,325 Affiliated companies 13,312 - 13,312 - - Accumulated provision for uncollectible accts (5,100) - (5,100) - - Fossil fuel stock, at average cost 99,463 - 99,463 - - Materials and supplies, at average cost 263,609 - 263,609 - - Other 97,515 - 97,515 - - - --------------------------------------------------------------------------------------------------------------------------------- Total current assets 1,251,184 (7,664) 1,251,184 - 1,325 - --------------------------------------------------------------------------------------------------------------------------------- Utility Plant 10,328,028 - 10,309,760 18,268 - - --------------------------------------------------------------------------------------------------------------------------------- Other Property and Investments 434,980 (865,046) 485,351 1,015 - - --------------------------------------------------------------------------------------------------------------------------------- Deferred Charges and Other Assets: Deferred charges related to income taxes 565,982 - 565,982 - - Prepaid pension costs 205,113 - 205,113 - - Debt expense, being amortized 53,748 - 53,748 - - Premium on reacquired debt, being amortized 173,610 - 173,610 - - Other 120,964 - 120,964 - - - --------------------------------------------------------------------------------------------------------------------------------- Total deferred charges and other assets 1,119,417 - 1,119,417 - - - --------------------------------------------------------------------------------------------------------------------------------- Total Assets $ 13,133,609 $ (872,710) $ 13,165,712 $ 19,283 $ 1,325 $ ================================================================================================================================= A-26a
GEORGIA POWER COMPANY AND SUBSIDIARIES CONSOLIDATED BALANCE SHEET AT DECEMBER 31, 2000 (in thousands) GEORGIA GEORGIA GEORGIA GEORGIA TRUST I TRUST II TRUST III TRUST IV - ---------------------------------------------------------------------------------------------------------- Current Assets: Cash and cash equivalents $ - $ - $ - $ - Receivables - Customer accounts receivable - - - - Other accounts and notes receivable 2,291 1,628 1,612 808 Affiliated companies - - - - Accumulated provision for uncollectible accts - - - - Fossil fuel stock, at average cost - - - - Materials and supplies, at average cost - - - - Other - - - - - ---------------------------------------------------------------------------------------------------------- Total current assets 2,291 1,628 1,612 808 - ---------------------------------------------------------------------------------------------------------- Utility Plant - - - - ---------------------------------------------------------------------------------------------------------- Other Property and Investments 231,959 180,412 195,103 206,186 - ---------------------------------------------------------------------------------------------------------- Deferred Charges and Other Assets: Deferred charges related to income taxes - - - - Prepaid pension costs - - - - Debt expense, being amortized - - - - Premium on reacquired debt, being amortized - - - - Other - - - - - ------------------------------------------------------------------------------------------------------------- Total deferred charges and other assets - - - - - ------------------------------------------------------------------------------------------------------------- Total Assets $234,250 $ 182,040 $ 196,715 $ 206,994 ============================================================================================================= A-26b
GEORGIA POWER COMPANY AND SUBSIDIARIES CONSOLIDATED BALANCE SHEET AT DECEMBER 31, 2000 (in thousands) GEORGIA GEORGIA GEORGIA Consolidated Eliminations CORPORATE PIEDMONT CAPITAL - -------------------------------------------------------------------------------------------------------------------------------- Current Liabilities: Securities due within one year $ 1,808 $ - $ 1,808 $ - $ - Notes payable to banks 703,839 - 703,839 - - Accounts payable - Affiliated 117,168 - 117,168 - - Other 397,550 - 397,550 - - Customer deposits 78,540 - 78,540 - - Taxes accrued 142,662 - 142,731 (69) - Interest accrued 47,244 (7,664) 54,908 - - Vacation pay accrued 38,865 - 38,865 - - Other 153,400 - 153,400 - - - -------------------------------------------------------------------------------------------------------------------------------- Total current liabilities 1,681,076 (7,664) 1,688,809 (69) - - -------------------------------------------------------------------------------------------------------------------------------- Long-Term Debt 3,041,939 (827,017) 3,855,598 13,358 - Deferred Credits and Other Liabilities: Accumulated deferred income taxes 2,182,783 - 2,182,744 39 - Accumulated deferred investment tax credits 247,067 - 247,067 - - Deferred credits related to income taxes 352,282 - 352,282 - - Employee benefits provisions 177,444 - 177,444 - - Other 397,655 - 397,655 - - - -------------------------------------------------------------------------------------------------------------------------------- Total deferred credits and other liabilities 3,357,231 - 3,357,192 39 - - -------------------------------------------------------------------------------------------------------------------------------- Company obligated mandatorily redeemable preferred securities 789,250 - - - - Cumulative Preferred Stock 14,569 - 14,569 - - Common Stockholder's Equity 4,249,544 (38,029) 4,249,544 5,955 1,325 - -------------------------------------------------------------------------------------------------------------------------------- Total Liabilities and Stockholder's Equity $ 13,133,609 $ (872,710) $ 13,165,712 $ 19,283 $ 1,325 ================================================================================================================================ A-27a
GEORGIA POWER COMPANY AND SUBSIDIARIES CONSOLIDATED BALANCE SHEET AT DECEMBER 31, 2000 (in thousands) GEORGIA GEORGIA GEORGIA GEORGIA TRUST I TRUST II TRUST III TRUST IV - ---------------------------------------------------------------------------------------------------------------------------------- Current Liabilities: Securities due within one year $ - $ - $ - $ - Notes payable to banks - - - - Accounts payable - Affiliated - - - - Other - - - - Customer deposits - - - - Taxes accrued - - - - Interest accrued - - - - Vacation pay accrued - - - - Other - - - - - ---------------------------------------------------------------------------------------------------------------------------------- Total current liabilities - - - - - ---------------------------------------------------------------------------------------------------------------------------------- Long-Term Debt - - - - Deferred Credits and Other Liabilities: Accumulated deferred income taxes - - - - Accumulated deferred investment tax credits - - - - Deferred credits related to income taxes - - - - Employee benefits provisions - - - - Other - - - - - ---------------------------------------------------------------------------------------------------------------------------------- Total deferred credits and other liabilities - - - - - ---------------------------------------------------------------------------------------------------------------------------------- Company obligated mandatorily redeemable preferred securities 225,000 175,000 189,250 200,000 Cumulative Preferred Stock - - - - Common Stockholder's Equity 9,250 7,040 7,465 6,994 - ---------------------------------------------------------------------------------------------------------------------------------- Total Liabilities and Stockholder's Equity $234,250 $182,040 $ 196,715 $ 206,994 ================================================================================================================================== A-27b
Notes to GEORGIA's Consolidated Financial Statements (A)Includes $2,953,000 equity in earnings for SEGCO, a non-consolidated subsidiary in which GEORGIA has 50% ownership. SEGCO is accounted for on the equity basis. See pages A-2 through A-14 for SEGCO's financial statements consolidated for SOUTHERN. (B)Includes $25,485,000 of investments in SEGCO. A-28
GULF POWER COMPANY AND SUBSIDIARIES CONSOLIDATED STATEMENT OF INCOME FOR THE YEAR ENDED DECEMBER 31, 2000 (in thousands) GULF GULF GULF GULF Consolidated Eliminations CORPORATE TRUST I TRUST II - ----------------------------------------------------------------------------------------------------------------------------------- Total operating revenues $ 714,319 $ - $ 714,319 $ - $ - - ----------------------------------------------------------------------------------------------------------------------------------- Operating Expenses: Operation -- Fuel 215,744 - 215,744 - - Purchased power from non-affiliates 73,846 - 73,846 - - Purchased power from affiliates 8,644 - 8,644 - - Other 117,146 - 117,146 - - Maintenance 56,281 - 56,281 - - Depreciation and amortization 66,873 - 66,873 - - Taxes other than income taxes 55,904 - 55,904 - - - ----------------------------------------------------------------------------------------------------------------------------------- Total operating expenses 594,438 - 594,438 - - - ----------------------------------------------------------------------------------------------------------------------------------- Operating income 119,881 - 119,881 - - Other Income (Expense): Interest income 1,137 (6,391) 1,137 3,144 3,247 Other, net (4,126) - (4,126) - - - ----------------------------------------------------------------------------------------------------------------------------------- Earnings Before Interest and Income Taxes 116,892 (6,391) 116,892 3,144 3,247 - ----------------------------------------------------------------------------------------------------------------------------------- Interest and Other: Interest expense, net 28,085 (6,391) 34,476 - - Distributions on preferred securities of subsidiary 6,200 - - 3,050 3,150 - ----------------------------------------------------------------------------------------------------------------------------------- Total interest charges and other, net 34,285 (6,391) 34,476 3,050 3,150 - ----------------------------------------------------------------------------------------------------------------------------------- Earnings Before Income Taxes 82,607 - 82,416 94 97 Income taxes 30,530 - 30,530 - - - ----------------------------------------------------------------------------------------------------------------------------------- Net Income 52,077 - 51,886 94 97 - ----------------------------------------------------------------------------------------------------------------------------------- Dividends on Preferred Stock 234 - 234 - - - ----------------------------------------------------------------------------------------------------------------------------------- Net Income After Dividends on Preferred Stock $ 51,843 $ - $ 51,652 $ 94 $ 97 =================================================================================================================================== A-29
GULF POWER COMPANY AND SUBSIDIARIES CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 2000 (in thousands) GULF GULF GULF GULF Consolidated Eliminations CORPORATE TRUST I TRUST II - ----------------------------------------------------------------------------------------------------------------------------------- OPERATING ACTIVITIES Net Income $ 52,077 $ - $ 51,886 $ 94 $ 97 Adjustments to reconcile consolidated net income to net cash provided by operating activities - Depreciation and amortization 69,915 - 69,915 - - Deferred income taxes and investment tax credits, net (12,516) - (12,516) - - Other, net 10,686 - 10,686 - - Change in current assets and liabilities - Receivables, net (20,212) 191 (20,212) (94) (97) Fossil fuel stock 13,101 - 13,101 - - Materials and supplies 1,055 - 1,055 - - Accounts payable 15,924 (191) 16,115 - - Provision for rate refund 7,203 - 7,203 - - Other 12,521 - 12,521 - - - ----------------------------------------------------------------------------------------------------------------------------------- NET CASH PROVIDED FROM OPERATING ACTIVITIES 149,754 - 149,754 - - - ----------------------------------------------------------------------------------------------------------------------------------- INVESTING ACTIVITIES Gross property additions (95,807) - (95,807) - - Other (4,432) - (4,432) - - - ----------------------------------------------------------------------------------------------------------------------------------- NET CASH USED FOR INVESTING ACTIVITIES (100,239) - (100,239) - - - ----------------------------------------------------------------------------------------------------------------------------------- FINANCING ACTIVITIES AND CAPITAL CONTRIBUTIONS Increase (decrease) in notes payable, net (12,000) - (12,000) - - Proceeds-- Capital contributions from parent company 12,222 - 12,222 - - Retirements-- Other long-term debt (1,853) - (1,853) - - Payment of preferred stock dividends (234) - (234) - - Payment of common stock dividends (59,000) - (59,000) - - Other (22) - (22) - - - ----------------------------------------------------------------------------------------------------------------------------------- NET CASH USED FOR FINANCINGS (60,887) - (60,887) - - - ----------------------------------------------------------------------------------------------------------------------------------- Net Change in Cash and Cash Equivalents (11,372) - (11,372) - - Cash and Cash Equivalents at Beginning of Period 15,753 - 15,753 - - - ----------------------------------------------------------------------------------------------------------------------------------- Cash and Cash Equivalents at End of Period $ 4,381 $ - $ 4,381 $ - $ - =================================================================================================================================== A-30
GULF POWER COMPANY AND SUBSIDIARIES CONSOLIDATED BALANCE SHEET AT DECEMBER 31, 2000 (in thousands) GULF GULF GULF GULF Consolidated Eliminations CORPORATE TRUST I TRUST II - ----------------------------------------------------------------------------------------------------------------------------------- Current Assets: Cash and cash equivalents $ 4,381 $ - $ 4,381 $ - $ - Receivables - Customer accounts receivable 69,820 - 69,820 369 296 Other accounts and notes receivable 2,179 (665) 2,179 - - Affiliated companies 15,026 - 15,026 - - Accumulated provision for uncollectible accts (1,302) - (1,302) - - Fossil fuel stock, at average cost 16,768 - 16,768 - - Materials and supplies, at average cost 29,033 - 29,033 - - Regulatory clauses under recovery 2,112 - 2,112 - - Other 6,543 - 6,543 - - - ----------------------------------------------------------------------------------------------------------------------------------- Total current assets 144,560 (665) 144,560 369 296 - ----------------------------------------------------------------------------------------------------------------------------------- Property, Plant and Equipment 1,095,771 - 1,095,771 - - - ----------------------------------------------------------------------------------------------------------------------------------- Other Property and Investments 4,510 (90,258) 7,139 41,237 46,392 Deferred Charges and OtherAssets: Deferred charges related to income taxes 15,963 - 15,963 - - Prepaid pension costs 23,491 - 23,491 - - Debt expense, being amortized 2,392 - 2,392 - - Premium on reacquired debt, being amortized 15,866 - 15,866 - - - ----------------------------------------------------------------------------------------------------------------------------------- Other 12,943 - 12,943 - - - ----------------------------------------------------------------------------------------------------------------------------------- Total deferred charges and other assets 70,655 - 70,655 - - - ----------------------------------------------------------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------------------------------------------------------- Total Assets $ 1,315,496 $ (90,923) $ 1,318,125 $ 41,606 $ 46,688 =================================================================================================================================== A-31
GULF POWER COMPANY AND SUBSIDIARIES CONSOLIDATED BALANCE SHEET AT DECEMBER 31, 2000 (in thousands) GULF GULF GULF GULF Consolidated Eliminations CORPORATE TRUST I TRUST II - ---------------------------------------------------------------------------------------------------------------------------- Current Liabilities: Notes payable $ 43,000 $ - $ 43,000 $ - $ - Accounts payable Affiliated companies 17,558 - 17,558 - - Other 38,153 - 38,153 - - Customer deposits 13,474 - 13,474 - - Taxes accrued 12,613 - 12,613 - - Interest accrued 8,324 (665) 8,989 - - Provision for rate refund 7,203 - 7,203 - - Vacation pay accrued 4,512 - 4,512 - - Regulatory clauses over recovery 6,848 - 6,848 - - Other 1,584 - 1,584 - - - ---------------------------------------------------------------------------------------------------------------------------- Total current liabilities 153,269 (665) 153,934 - - - ---------------------------------------------------------------------------------------------------------------------------- Long-term debt 365,993 (87,629) 453,622 - - Deferred Credits and Other Liabilities: Accumulated deferred income taxes 155,074 - 155,074 - - Accumulated deferred investment tax credits 25,792 - 25,792 - - Deferred credits related to income taxes 38,255 - 38,255 - - Employee benefits provisions 34,507 - 34,507 - - Other 25,992 - 25,992 - - - ---------------------------------------------------------------------------------------------------------------------------- Total deferred credits and other liabilities 279,620 - 279,620 - - - ---------------------------------------------------------------------------------------------------------------------------- Company obligated mandatorily redeemable preferred securities 85,000 - - 40,000 45,000 Preferred stock 4,236 - 4,236 Common stockholder's equity 427,378 (2,629) 426,713 1,606 1,688 - ---------------------------------------------------------------------------------------------------------------------------- Total Liabilities and Stockholder's Equity $ 1,315,496 $ (90,923) $ 1,318,125 $ 41,606 $ 46,688 ============================================================================================================================ A-32
MISSISSIPPI POWER COMPANY AND SUBSIDIARY CONSOLIDATED STATEMENT OF INCOME FOR THE YEAR ENDED DECEMBER 31, 2000 (in thousands) MISSISSIPPI MISSISSIPPI MISSISSIPPI Consolidated Eliminations CORPORATE TRUST I - --------------------------------------------------------------------------------------------------------------------------------- TOTAL OPERATING REVENUES $ 687,602 $ - $ 687,602 $ - - --------------------------------------------------------------------------------------------------------------------------------- OPERATING EXPENSES: Operation -- Fuel 191,127 - 191,127 - Purchased power from non-affiliates 56,082 - 56,082 - Purchased power from affiliates 51,057 - 51,057 - Other 115,055 - 115,055 - Maintenance 52,750 - 52,750 - Depreciation and amortization 50,275 - 50,275 - Taxes other than income taxes 48,686 - 48,686 - - --------------------------------------------------------------------------------------------------------------------------------- Total operating expenses 565,032 565,032 - --------------------------------------------------------------------------------------------------------------------------------- Operating Income 122,570 122,570 - --------------------------------------------------------------------------------------------------------------------------------- Other Income: Interest income 347 (2,712) 347 2,712 Other, net (647) - (647) - - --------------------------------------------------------------------------------------------------------------------------------- Earnings Before Interest and Income Taxes 122,270 (2,712) 122,270 2,712 - --------------------------------------------------------------------------------------------------------------------------------- Interest Charges and Other: Interest on long-term debt 24,595 (2,712) 27,307 - Interest on notes payable 2,450 - 2,450 - Amortization of debt discount, premium and expense, net 1,313 - 1,313 - Other interest charges (257) - (257) - Distributions on preferred securities of subsidiary trust 2,712 - - 2,712 - --------------------------------------------------------------------------------------------------------------------------------- Net interest charges 30,813 (2,712) 30,813 2,712 - --------------------------------------------------------------------------------------------------------------------------------- Earnings Before Income Taxes 91,457 - 91,457 - Income taxes 34,356 - 34,356 - - --------------------------------------------------------------------------------------------------------------------------------- Net Income 57,101 - 57,101 - - --------------------------------------------------------------------------------------------------------------------------------- Dividends on Preferred Stock 2,129 - 2,129 - - --------------------------------------------------------------------------------------------------------------------------------- NET INCOME AFTER DIVIDENDS ON PREFERRED STOCK $ 54,972 $ - $ 54,972 $ - ================================================================================================================================= A-33
MISSISSIPPI POWER COMPANY AND SUBSIDIARY CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 2000 (in thousands) MISSISSIPPI MISSISSIPPI MISSISSIPPI Consolidated Eliminations CORPORATE TRUST I - ---------------------------------------------------------------------------------------------------------------------------- Operating Activities: Net Income $ 57,101 $ - $ 57,101 $ - Adjustments to reconcile consolidated net income to net cash provided by operating activities - Depreciation and amortization 54,638 - 54,638 - Deferred income taxes and investment tax credits, net 752 - 752 - Other, net (1,747) - (1,747) - Change in current assets and liabilities - Receivables, net (3,231) - (3,231) - Fossil fuel stock 14,577 - 14,577 - Materials and supplies (1,056) - (1,056) - Accounts payable 1,309 - 1,309 - Other 2,952 - 2,952 - - ---------------------------------------------------------------------------------------------------------------------------- Net cash provided from operating activities 125,295 - 125,295 - - ---------------------------------------------------------------------------------------------------------------------------- Investing Activities: Gross property additions (81,211) - (81,211) - Other (9,153) - (9,153) - - ---------------------------------------------------------------------------------------------------------------------------- Net cash used for investing activities (90,364) - (90,364) - - ---------------------------------------------------------------------------------------------------------------------------- Financing Activities and Capital Contributions Increase (decrease) in notes payable, net (1,500) - (1,500) - Proceeds-- Other long-term debt 100,000 - 100,000 - Capital contributions from parent company 12,659 - 12,659 - Retirements-- First mortgage bonds (81,405) - (81,405) - Payment of preferred stock dividends (2,129) - (2,129) - Payment of common stock dividends (54,700) - (54,700) - Other (498) - (498) - - ---------------------------------------------------------------------------------------------------------------------------- Net cash used for financing activities (27,573) - (27,573) - - ---------------------------------------------------------------------------------------------------------------------------- Net Change in Cash and Cash Equivalents 7,358 - 7,358 - Cash and Cash Equivalents at the Beginning of Period 173 - 173 - - ---------------------------------------------------------------------------------------------------------------------------- Cash and Cash Equivalents at End of Period $ 7,531 $ - $ 7,531 $ - ============================================================================================================================ A-34
MISSISSIPPI POWER COMPANY AND SUBSIDIARY CONSOLIDATED BALANCE SHEET AT DECEMBER 31, 2000 (in thousands) MISSISSIPPI MISSISSIPPI MISSISSIPPI Consolidated Eliminations CORPORATE TRUST I - -------------------------------------------------------------------------------------------------------------------------------- Current Assets: Cash and cash equivalents $ 7,531 $ - $ 7,531 $ - Receivables - Customer accounts receivable 72,064 - 72,064 - Other accounts and notes receivable 21,843 - 21,843 - Affiliated companies 10,071 - 10,071 - Accumulated provision for uncollectible accts (571) - (571) - Fossil fuel stock, at average cost 11,220 - 11,220 - Materials and supplies, at average cost 21,694 - 21,694 - Other 8,320 - 8,320 - - -------------------------------------------------------------------------------------------------------------------------------- Total current assets 152,172 - 152,172 - - -------------------------------------------------------------------------------------------------------------------------------- Property, Plant and Equipment 1,073,939 - 1,073,939 - - -------------------------------------------------------------------------------------------------------------------------------- Other Property and Investments 2,268 (37,164) 3,350 36,082 - -------------------------------------------------------------------------------------------------------------------------------- Deferred Charges and Other Assets: Deferred charges related to income taxes 13,860 - 13,860 - Prepaid pension costs 6,724 - 6,724 - Debt expense, being amortized 4,628 - 4,628 - Premium on reacquired debt, being amortized 7,168 - 7,168 - Other 14,312 - 14,312 - - -------------------------------------------------------------------------------------------------------------------------------- Total deferred charges and other assets 46,692 - 46,692 - - -------------------------------------------------------------------------------------------------------------------------------- Total Assets $ 1,275,071 $ (37,164) $ 1,276,153 $36,082 ================================================================================================================================ A-35
MISSISSIPPI POWER COMPANY AND SUBSIDIARY CONSOLIDATED BALANCE SHEET AT DECEMBER 31, 2000 (in thousands) MISSISSIPPI MISSISSIPPI MISSISSIPPI Consolidated Eliminations CORPORATE TRUST I - ------------------------------------------------------------------------------------------------------------------------------------ Current Liabilities Securities due within one year $ 20 $ - $ 20 $ - Notes payable 56,000 - 56,000 - Accounts payable 58,861 - 58,861 - Customer deposits 5,274 - 5,274 - Taxes accrued 45,568 - 45,568 - Interest accrued 4,482 - 4,482 - Vacation pay accrued 5,701 - 5,701 - Other 7,003 - 7,003 - - ------------------------------------------------------------------------------------------------------------------------------------ Total current liabilities 182,909 - 182,909 - - ------------------------------------------------------------------------------------------------------------------------------------ Long-term debt 370,511 - 370,511 - - ------------------------------------------------------------------------------------------------------------------------------------ Deferred Credits and Other Liabilities: Accumulated deferred income taxes 139,909 - 139,909 - Deferred credits related to income taxes 25,603 - 25,603 - Accumulated deferred investment tax credits 23,481 - 23,481 - Employee benefits provisions 34,671 - 34,671 - Workforce reduction plan 9,734 - 9,734 - Other 16,546 - 16,546 - - ------------------------------------------------------------------------------------------------------------------------------------ Total deferred credits and other liabilities 249,944 - 249,944 - - ------------------------------------------------------------------------------------------------------------------------------------ Company obligated mandatorily redeemable preferred securities of subsidiary trust holding company junior subordinated notes 35,000 - - 35,000 Preferred stock 31,809 - 31,809 - Common stockholder's equity 404,898 (1,082) 404,898 1,082 - ------------------------------------------------------------------------------------------------------------------------------------ Total Liabilities and Stockholder's Equity $ 1,275,071 $ (1,082) $ 1,240,071 $36,082 ==================================================================================================================================== A-36
SAVANNAH ELECTRIC AND POWER COMPANY AND SUBSIDIARY CONSOLIDATED STATEMENT OF INCOME FOR THE YEAR ENDED DECEMBER 31, 2000 (in thousands) SAVANNAH SAVANNAH SAVANNAH Consolidated Eliminations CORPORATE TRUST I - --------------------------------------------------------------------------------------------------------------------------------- Total Operating Revenues $ 295,718 $ - $ 295,718 $ - - --------------------------------------------------------------------------------------------------------------------------------- Operating Expenses: Operation -- Fuel 57,177 - 57,177 - Purchased power from non-affiliates 25,229 - 25,229 - Purchase power from affiliates 50,111 - 50,111 - Other 54,829 - 54,829 - Maintenance 19,334 - 19,334 - Depreciation and amortization 25,240 - 25,240 - Taxes other than income taxes 13,116 - 13,116 - - ---------------------------------------------------------------------------------------------------------------------------------- Total operating expenses 245,036 - 245,036 - - ---------------------------------------------------------------------------------------------------------------------------------- Operating Income 50,682 - 50,682 - Other Income (Expense): Interest income 252 (2,825) 252 2,825 Other, net 1,086 - 1,086 - - ---------------------------------------------------------------------------------------------------------------------------------- Earnings Before Interest and Income Taxes 52,020 (2,825) 52,020 2,825 - ---------------------------------------------------------------------------------------------------------------------------------- Interest and Other: Interest expense, net 12,737 (2,825) 15,562 - Distributions on preferred securities of subsidiary trust 2,740 - 2,740 - ---------------------------------------------------------------------------------------------------------------------------------- Total interest charges and other, net 15,477 (2,825) 15,562 2,740 - ---------------------------------------------------------------------------------------------------------------------------------- Earnings Before Income Taxes 36,543 - 36,458 85 Income taxes 13,574 - 13,574 - - ---------------------------------------------------------------------------------------------------------------------------------- Net Income 22,969 - 22,884 85 - ---------------------------------------------------------------------------------------------------------------------------------- Dividends on Preferred Stock - - - - - ---------------------------------------------------------------------------------------------------------------------------------- Net Income After Dividends on Preferred Stock $ 22,969 $ - $ 22,884 $ 85 ================================================================================================================================== A-37
SAVANNAH ELECTRIC AND POWER COMPANY AND SUBSIDIARY CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 2000 (in thousands) SAVANNAH SAVANNAH SAVANNAH Consolidated Eliminations CORPORATE TRUST I - ------------------------------------------------------------------------------------------------------------------------------ Operating Activities: Net Income $ 22,969 $ - $ 22,884 $ 85 Adjustments to reconcile consolidated net income to net cash provided by operating activities - Depreciation and amortization 26,639 - 26,639 - Deferred income taxes and investment tax credits, net 728 - 728 - Other, net 3,835 - 3,835 - Change in certain current assets and liabilities - Receivables, net (23,260) 85 (23,260) (85) Fossil fuel stock (31) - (31) - Material and supplies (542) - (542) - Accounts payable 8,881 (85) 8,966 - Other (4,674) - (4,674) - - ------------------------------------------------------------------------------------------------------------------------------ Net cash provided from operating activities 34,545 - 34,545 - - ------------------------------------------------------------------------------------------------------------------------------ Investing Activities: Gross property additions (27,290) - (27,290) - Other (1,835) - (1,835) - - ------------------------------------------------------------------------------------------------------------------------------ Net cash used for investing activities (29,125) - (29,125) - - ------------------------------------------------------------------------------------------------------------------------------ Financing Activities: Increase in notes payable, net 11,100 - 11,100 - Proceeds-- Capital contribution from parent company 1,478 - 1,478 - Retirements-- Other long-term debt (251) - (251) - Payment of common stock dividends (24,300) - (24,300) - - ------------------------------------------------------------------------------------------------------------------------------ Net cash used for financing activities (11,973) - (11,973) - - ------------------------------------------------------------------------------------------------------------------------------ Net Change in Cash and Cash Equivalents (6,553) - (6,553) - Cash and Cash Equivalents at Beginning of Period 6,553 - 6,553 - - ------------------------------------------------------------------------------------------------------------------------------ Cash and Cash Equivalents at End of Period $ - $ - $ - $ - ==============================================================================================================================
A-38
SAVANNAH ELECTRIC AND POWER COMPANY AND SUBSIDIARY CONSOLIDATED BALANCE SHEET AT DECEMBER 31, 2000 (in thousands) SAVANNAH SAVANNAH SAVANNAH Consolidated Eliminations CORPORATE TRUST I - ---------------------------------------------------------------------------------------------------------------------------------- Current Assets: Cash and cash equivalents $ - $ - $ - $ - Receivables - Customer accounts receivable 28,189 - 28,189 - Unrecovered retail fuel clause revenue 39,632 - 39,632 - Other accounts and notes receivable 1,412 (175) 1,412 175 Affiliated companies 738 - 738 - Accumulated provision for uncollectible accts (407) - (407) - Fossil fuel stock, at average cost 7,140 - 7,140 - Materials and supplies, at average cost 8,944 - 8,944 - Prepaid taxes 8,651 - 8,651 - Other 377 - 377 - - ---------------------------------------------------------------------------------------------------------------------------------- Total current assets 94,676 (175) 94,676 175 - ---------------------------------------------------------------------------------------------------------------------------------- Property, Plant, and Equipment 454,022 - 454,022 - - ---------------------------------------------------------------------------------------------------------------------------------- Other Property and Investments 2,066 (42,474) 3,303 41,237 - ---------------------------------------------------------------------------------------------------------------------------------- Deferred Charges and Other Assets: Deferred charges related to income taxes 12,404 - 12,404 - Cash surrender value of life insurance for deferred - - compensation plans 17,954 - 17,954 - Debt expense, being amortized 3,003 - 3,003 - Premium on reacquired debt, being amortized 7,575 - 7,575 - Other 2,527 - 2,527 - - ---------------------------------------------------------------------------------------------------------------------------------- Total deferred charges and other assets 43,463 - 43,463 - - ---------------------------------------------------------------------------------------------------------------------------------- Total Assets $ 594,227 $ (42,649) $ 595,464 $41,412 ==================================================================================================================================
A-39
SAVANNAH ELECTRIC AND POWER COMPANY AND SUBSIDIARY CONSOLIDATED BALANCE SHEET AT DECEMBER 31, 2000 (in thousands) SAVANNAH SAVANNAH SAVANNAH Consolidated Eliminations CORPORATE TRUST I - -------------------------------------------------------------------------------------------------------------------------------- Current Liabilities: Securities due within one year $ 30,698 $ - $ 30,698 $ - Notes payable 45,400 - 45,400 - Accounts payable 23,891 - 23,891 - Customer deposits 5,696 - 5,696 - Taxes accrued 4,885 - 4,885 - Interest accrued 4,541 (175) 4,716 - Vacation pay accrued 2,276 - 2,276 - Other 7,973 - 7,973 - - -------------------------------------------------------------------------------------------------------------------------------- Total current liabilities 125,360 (175) 125,535 - - -------------------------------------------------------------------------------------------------------------------------------- Long-term debt 116,902 (41,237) 158,139 - - -------------------------------------------------------------------------------------------------------------------------------- Deferred Credits and Other Liabilities: Accumulated deferred income taxes 79,756 - 79,756 - Deferred credits related to income taxes 16,038 - 16,038 - Accumulated deferred investment tax credits 10,616 - 10,616 - Deferred compensation plans 11,968 - 11,968 - Employee benefits provisions 8,127 - 8,127 - Other 10,466 - 10,466 - - -------------------------------------------------------------------------------------------------------------------------------- Total deferred credits and other liabilities 136,971 - 136,971 - - -------------------------------------------------------------------------------------------------------------------------------- Company obligated mandatorily redeemable preferred securities 40,000 - - 40,000 - -------------------------------------------------------------------------------------------------------------------------------- Common stockholder's equity 174,994 (1,237) 174,819 1,412 - ------------------------------------------------------------------------------------------------------------------------------- TOTAL CAPITALIZATION AND LIABILITIES $ 594,227 $ (42,649) $ 595,464 $ 41,412 ================================================================================================================================ A-40
EXHIBITS.
Exhibits (including reference to previous filings): Exhibit Number Description of Exhibit A-1 Annual Report of SOUTHERN on Form 10-K for the year ended December 31, 2000. (File No. 1-3526.) A-2 Annual Report of ALABAMA on Form 10-K for the year ended December 31, 2000. (File No. 1-3164.) A-3 Annual Report of GEORGIA on Form 10-K for the year ended December 31, 2000. (File No. 1-6468.) A-4 Annual Report of GULF on Form 10-K for the year ended December 31, 2000. (File No. 0-2429.) A-5 Annual Report of MISSISSIPPI on Form 10-K for the year ended December 31, 2000. (File No. 0-6849.) A-6 Annual Report of SAVANNAH on Form 10-K for the year ended December 31, 2000. (File No. 1-5072.) B-1 Composite Certificate of Incorporation of SOUTHERN, reflecting all amendments thereto through January 5, 1994. (Designated in Registration No. 33-3546, as Exhibit 4(a), in Certificate of Notification, File No. 70-7341, as Exhibit A and in Certificate of Notification, File No. 70-8181, as Exhibit A.) B-2 By-laws of SOUTHERN as amended effective October 21, 1991, and as presently in effect. (Designated in Form U-1, File No. 70-8181, as Exhibit A-2.) B-3 Charter of ALABAMA and amendments thereto through January 10, 2001. (Designated in Registration No. 2-59634 as Exhibit 2(b), in Registration No. 2-60209 as Exhibit 2(c), in Registration No. 2-60484 as Exhibit 2(b), in Registration No. 2-70838 as Exhibit 4(a)-2, in Registration No. 2-85987 as Exhibit 4(a)-2, in Registration No. 33-25539 as Exhibit 4(a)-2, in Registration No. 33-43917 as Exhibit 4(a)-2, in Form 8-K dated February 5, 1992, File No. 1-3164, as Exhibit 4(b)-3, in Form 8-K dated July 8, 1992, File No. 1-3164, as Exhibit 4(b)-3, in Form 8-K dated October 27, 1993, File No. 1-3164, as Exhibits 4(a) and 4(b), in Form 8-K dated November 16, 1993, File No. 1-3164, as Exhibit 4(a), in Certificate of Notification, File No. 70-8191, as Exhibit A, in Form 10-K for the year ended December 31, 1997, File No. 1-3164, as Exhibit 3(b)2, in Form 8-K dated August 10, 1998, File No. 1-3164, as Exhibit 4.4 and in Form 10-K for the year ended December 31, 2000, File No. 1-3164, as Exhibit 3(b)2.) B-4 By-laws of ALABAMA as amended effective July 23, 1993, and as presently in effect. (Designated in Form U-1, File No. 70-8191, as Exhibit A-2.) A-41 EXHIBITS. Exhibits (including reference to previous filings): (Continued) Exhibit Number Description of Exhibit B-5 Charter of GEORGIA and amendments thereto through February 16, 2001. (Designated in Registration No. 2-63392 as Exhibit 2(a)-2, in Registration No. 2-78913 as Exhibits 4(a)-(2) and 4(a)-(3), in Registration No. 2-93039 as Exhibit 4(a)-(2), in Registration No. 2-96810 as Exhibit 4(a)(2), in Registration No. 33-141 as Exhibit 4(a)(2), in Registration No. 33-1359 as Exhibit 4(a)(2), in Registration No. 33-5405 as Exhibit 4(b)(2), in Registration No. 33-14367 as Exhibits 4(b)-2 and 4(b)-3, in Registration No. 33-22504 as Exhibits 4(b)-(2), 4(b)-(3) and 4(b)-(4), in GEORGIA's Form 10-K for the year ended December 31, 1991, File No. 1-6468, as Exhibits 4(a)(2) and 4(a)(3), in Registration No. 33-48895, as Exhibits 4(b)-(2) and 4(b)-(3), in Form 8-K dated December 10, 1992, File No. 1-6468, as Exhibit 4(b), in Form 8-K dated June 17, 1993, File No. 1-6468, as Exhibit 4(b), in Form 8-K dated October 20, 1993, File No. 1-6468, as Exhibit 4(b), in Form 10-K for the year ended December 31, 1997, File No. 1-6468, as Exhibit 3(c)2 and in Form 10-K for the year ended December 31, 2000, File No. 1-6468, as Exhibit 3(c)2.) B-6 By-laws of GEORGIA as amended effective November 15, 2000, and as presently in effect. (Designated in GEORGIA's Form 10-K for the year ended December 31, 2000, File No. 1-6468, as Exhibit 3(c)3.) B-7 Restated Articles of Incorporation of GULF and amendments thereto through February 9, 2001. (Designated in Registration No. 33-43739 as Exhibit 4(b)-(1), in Form 8-K dated January 15, 1992, File No. 0-2429, as Exhibit 1(b), in Form 8-K dated August 18, 1992, File No. 0-2429, as Exhibit 4(b)-2, in Form 8-K dated September 22, 1993, File No. 0-2429, as Exhibit 4, in Form 8-K dated November 3, 1993, File No. 0-2429, as Exhibit 4, in Form 10-K for the year ended December 31, 1997, File No. 0-2429, as Exhibit 3(d)2 and in Form 10-K for the year ended December 31, 2000, File No. 0-2429, as Exhibit 3(d)2.) B-8 By-laws of GULF as amended effective July 28, 2000, and as presently in effect. (Designated in Form 10-K for the year ended December 31, 2000, File No. 0-2429, as Exhibit 3(d)3.) B-9 Articles of incorporation of MISSISSIPPI, articles of merger of Mississippi Power Company (a Maine corporation) into MISSISSIPPI and articles of amendment to the articles of incorporation of MISSISSIPPI through March 8, 2001. (Designated in Registration No. 2-71540 as Exhibit 4(a)-1, in Form U5S for 1987, File No. 30-222-2, as Exhibit B-10, in Registration No. 33-49320 as Exhibit 4(b)-1, in Form 8-K dated August 5, 1992, File No. 0-6849, as Exhibits 4(b)-2 and 4(b)-3 in Form 8-K dated August 4, 1993, File No. 0-6849, as Exhibit 4(b)-3, in Form 8-K dated August 18, 1993, File No. 0-6849, as Exhibit 4(b)-3, in Form 10-K for the year ended December 31, 1997, File No. 0-6849, as Exhibit 3(e)2 and in Form 10-K for the year ended December 31, 2000, File No. 0-6849, as Exhibit 3(e)2.) B-10 By-laws of MISSISSIPPI as amended effective April 2, 1996, and as presently in effect. A-42 EXHIBITS. Exhibits (including reference to previous filings): (Continued) Exhibit Number Description of Exhibit B-11 Charter of SAVANNAH and amendments thereto through December 2, 1998. (Designated in Registration No. 33-25183 as Exhibit 4(b)-(1), in Registration No. 33-45757 as Exhibit 4(b)-(2), in Form 8-K dated November 9, 1993, File No. 1-5072 as Exhibit 4(b) and in Form 10-K for the year ended December 31, 1998, File No. 1-5072, as Exhibit 3(f)2.) B-12 By-laws of SAVANNAH as amended effective May 17, 2000, and as presently in effect. (Designated in SAVANNAH's Form 10-K for the year ended December 31, 2000, File No. 1-5072, as Exhibit 3(f)2.) B-13 SEGCO Certificate of Incorporation as amended to date, last amended November 29, 1966. (Designated in Forms U-1, File No. 70-3480, as Exhibit A-5, File No. 70-3630, as Exhibit A-6, File Nos. 70-3738 and 70-3842, as Exhibit A-8(b); Registration No. 2-18084 as Exhibit 3(a)-2 and First Certificate of Notification, File No. 70-3945, as Exhibit A.) B-14 SEGCO By-laws as amended to date, last amended July 10, 1986. (Designated in Form U5S for the year ended December 31, 1990, as Exhibit B-14.) B-15 SCS Certificate of Incorporation as amended. (Designated in Form U-1, File No. 70-3573, as Exhibit A-1; in Form U-1, File No. 70-3833, as Exhibit A-2; Form U5S for 1962, File No. 30-222-2, as Exhibit A-17; and Form U5S for 1985, File No. 30-222-2, as Exhibit B-13(b).) B-16 SCS By-laws as amended to date, last amended October 19, 1998. (Designated in Form U5S for 1998, File No. 30-222-2, as Exhibit B-16.) B-17 Alabama Property Company Certificate of Incorporation. (Designated in Form U-5B, File No. 30-115, as Exhibit B-29.) B-18 Alabama Property Company By-laws. (Designated in Form U-5B, File No. 30-115, as Exhibit B-30.) B-19 Piedmont-Forrest Corporation Articles of Incorporation and amendments thereto through August 31, 1987. (Designated in Form U-1, File No. 70-6135, as Exhibit A-1 and in Form U5S for 1987, File No. 30-222-2, as Exhibit B-21.) B-20 Piedmont-Forrest Corporation By-laws as presently in effect. (Designated in Form U-1, File No. 70-6135, as Exhibit A-2.) B-21 Articles of Incorporation of MESH and amendments thereto. (Designated in Form U5S for 1995, File No. 30-222-2, as Exhibit B-23.) B-22 By-laws of MESH. (Designated in Form U5S for 1995, File No. 30-222-2, as Exhibit B-24.) B-23 Articles of Incorporation of Energy Solutions and amendments thereto through March 25, 1993. (Designated in Form U5S for 1985, File No. 30-222-2, as A-43 EXHIBITS. Exhibits (including reference to previous filings): (Continued) Exhibit Number Description of Exhibit Exhibit B-23 , in Form U5S for 1987, File No. 30-222-2, as Exhibit B-27 and in Form U5S for 1993, File No. 30-222-2, as Exhibit B-25.) B-24 By-laws of Energy Solutions. B-25 By-laws of SOUTHERN NUCLEAR as amended to date, last amended May 21, 1991. (Designated in Form U5S for 1991, File No. 30-222-2, as Exhibit B-27 and in Form U5S for 1997, File No. 30-222-2, as Exhibit B-28.) B-26 Articles of Incorporation of SOUTHERN NUCLEAR and amendment thereto through June 14, 1991. (Designated in Form U5S for 1991, File No. 30-222-2, as Exhibit B-28.) B-27 Certificate of Incorporation of SERC. (Designated in Form U5S for 1993, File No. 30-222-2, as Exhibit B-30.) B-28 By-laws of SERC. (Designated in Form U5S for 1993, File No. 30-222-2, as Exhibit B-31.) B-29 Certificate of Incorporation of SOUTHERN COMMUNICATIONS. (Designated in Form U5S for 1994, File No. 30-222-2, as Exhibit B-31) B-30 By-laws of SOUTHERN COMMUNICATIONS. (Designated in Form U5S for 1994, File No. 30-222-2, as Exhibit B-32) B-31 Articles of Organization of MESCO and amendments thereto. (Designated in Form U5S for 1995, File No. 30-222-2, as Exhibit B-49.) B-32 Operating Agreement of MESCO. (Designated in Form U5S for 1995, File No. 30-222-2, as Exhibit B-50.) B-33 Certificate of Incorporation of GEORGIA POWER HOLDINGS. (Designated in Form U5S for 1994, File No. 30-222-2, as Exhibit B-53) B-34 By-laws of GEORGIA POWER HOLDINGS. (Designated in Form U5S for 1994, File No. 30-222-2, as Exhibit B-54) B-35 Certificate of Limited Partnership of GEORGIA CAPITAL. (Designated in Form U5S for 1994, File No. 30-222-2, as Exhibit B-55) B-36 Amended and Restated Agreement of Limited Partnership of GEORGIA CAPITAL. (Designated in Form U5S for 1994, File No. 30-222-2, as Exhibit B-56) B-37 Action of General Partner of GEORGIA CAPITAL dated December 9, 1994. (Designated in Form U5S for 1994, File No. 30-222-2, as Exhibit B-57) B-38 By-Laws of Southern Energy Finance Company, Inc. (Designated in Form U5S for 1998, File No. 30-222-2, as Exhibit B-57.) A-44 EXHIBITS. Exhibits (including reference to previous filings): (Continued) Exhibit Number Description of Exhibit B-39 Certificate of Incorporation of EPZ Lease, Inc. (Designated in Form U5S for 1996, File No. 30-222-2, as Exhibit B-67.) B-40 By-laws of EPZ Lease, Inc. (Designated in Form U5S for 1998, File No. 30-222-2, as Exhibit B-59.) B-41 Certificate of Formation of EPZ Lease, L.L.C. (Designated in Form U5S for 1996, File No. 30-222-2, as Exhibit B-69.) B-42 Certificate of Formation of EPZ Lease Holding A, L.L.C. (Designated in Form U5S for 1996, File No. 30-222-2, as Exhibit B-70.) B-43 Articles of Organization of EPZ Lease Holding A, L.L.C. (Designated in Form U5S for 1996, File No. 30-222-2, as Exhibit B-71.) B-44 Certificate of Formation of EPZ Lease Holding B, L.L.C. (Designated in Form U5S for 1996, File No. 30-222-2, as Exhibit B-72.) B-45 Articles of Organization of EPZ Lease Holding B, L.L.C. (Designated in Form U5S for 1996, File No. 30-222-2, as Exhibit B-73.) B-46 Certificate of Formation of EPZ Lease Holding C, L.L.C. (Designated in Form U5S for 1996, File No. 30-222-2, as Exhibit B-74.) B-47 Articles of Organization of EPZ Lease Holding C, L.L.C. (Designated in Form U5S for 1996, File No. 30-222-2, as Exhibit B-75.) B-48 By-Laws of Southern Energy Finance Company, Inc. (Designated in Form U5S for 1998, File No. 30-222-2, as Exhibit B-57.) B-49 Certificate of Incorporation of EPZ Lease, Inc. (Designated in Form U5S for 1996, File No. 30-222-2, as Exhibit B-67.) B-50 By-Laws of Southern Telecom, Inc. C-1 Subordinated Note Indenture dated as of February 1, 1997, among SOUTHERN, Southern Company Capital Funding, Inc. and Bankers Trust Company, as Trustee, and indentures supplemental thereto dated as of February 4, 1997. (Designated in Registration Nos. 333-28349 as Exhibits 4.1 and 4.2 and 333-28355 as Exhibit 4.2.) C-2 Subordinated Note Indenture dated as of June 1, 1997, among SOUTHERN, Southern Company Capital Funding, Inc. and Bankers Trust Company, as Trustee, and indentures supplemental thereto through of December 23, 1998. (Designated in Form 10-K for the year ended December 31, 1997, File No. 1-3526, as Exhibit 4(a)2, in Form 8-K dated June 18, 1998, File No. 1-3526, as Exhibit 4.2 and in Form 8-K dated December 18, 1998, File No. 1-3526, as Exhibit 4.4.) A-45 EXHIBITS. Exhibits (including reference to previous filings): (Continued) Exhibit Number Description of Exhibit C-3 Indenture dated as of January 1, 1942, between ALABAMA and The Chase Manhattan Bank (formerly Chemical Bank), as Trustee, and indentures supplemental thereto through December 1, 1994. (Designated in Registration Nos. 2-59843 as Exhibit 2(a)-2, 2-60484 as Exhibits 2(a)-3 and 2(a)-4, 2-60716 as Exhibit 2(c), 2-67574 as Exhibit 2(c), 2-68687 as Exhibit 2(c), 2-69599 as Exhibit 4(a)-2, 2-71364 as Exhibit 4(a)-2, 2-73727 as Exhibit 4(a)-2, 33-5079 as Exhibit 4(a)-2, 33-17083 as Exhibit 4(a)-2, 33-22090 as Exhibit 4(a)-2, in ALABAMA's Form 10-K for the year ended December 31, 1990, File No. 1-3164, as Exhibit 4(c), in Registration Nos. 33-43917 as Exhibit 4(a)-2, 33-45492 as Exhibit 4(a)-2, 33-48885 as Exhibit 4(a)-2, 33-48917 as Exhibit 4(a)-2, in Form 8-K dated January 20, 1993, File No. 1-3436, as Exhibit 4(a)-3, in Form 8-K dated February 17, 1993, File No. 1-3436, as Exhibit 4(a)-3, in Form 8-K dated March 10, 1993, File No. 1-3436, as Exhibit 4(a)-3, in Certificate of Notification, File No. 70-8069, as Exhibits A and B, in Form 8-K dated June 24, 1993, File No. 1-3436, as Exhibit 4, in Certificate of Notification, File No. 70-8069, as Exhibit A, in Form 8-K dated November 16, 1993, File No. 1-3436, as Exhibit 4(b), in Certificate of Notification, File No. 70-8069, as Exhibits A and B, in Certificate of Notification, File No. 70-8069, as Exhibit A, in Certificate of Notification, File No. 70-8069, as Exhibit A and in Form 8-K dated November 30, 1994, File No. 1-3436, as Exhibit 4.) C-4 Subordinated Note Indenture dated as of January 1, 1996, between ALABAMA and The Chase Manhattan Bank (formerly Chemical Bank), as Trustee, and indenture supplemental thereto dated as of January 1, 1996. (Designated in Certificate of Notification, File No. 70-8461, as Exhibits E and F.) C-5 Subordinated Note Indenture dated as of January 1, 1997, between ALABAMA and The Chase Manhattan Bank, as Trustee, and indentures supplemental thereto through February 25, 1999. (Designated in Form 8-K dated January 9, 1997, File No. 1-3164, as Exhibits 4.1 and 4.2 and in Form 8-K dated February 18, 1999, File No. 1-3164, as Exhibit 4.2.) C-6 Senior Note Indenture dated as of December 1, 1997, between ALABAMA and The Chase Manhattan Bank, as Trustee, and indentures supplemental thereto through May 18, 2000. (Designated in Form 8-K dated December 4, 1997, File No. 1-3164, as Exhibits 4.1 and 4.2, in Form 8-K dated February 20, 1998, File No. 1-3164, as Exhibit 4.2, in Form 8-K dated April 17, 1998, File No. 1-3164, as Exhibit 4.2, in Form 8-K dated August 11, 1998, File No. 1-3164, as Exhibit 4.2, in Form 8-K dated September 8, 1998, File No. 1-3164, as Exhibit 4.2, in Form 8-K dated September 16, 1998, File No. 1-3164, as Exhibit 4.2, in Form 8-K dated October 7, 1998, File No. 1-3164, as Exhibit 4.2, in Form 8-K dated October 28, 1998, File No. 1-3164, as Exhibit 4.2, in Form 8-K dated November 12, 1998, File No. 1-3164, as Exhibit 4.2, in Form 8-K dated May 19, 1999, File No. 1-3164, as Exhibit 4.2, in Form 8-K dated August 13, 1999, File No. 1-3164, as Exhibit 4.2, in Form 8-K dated September 21, 1999, File No. 1-3164, as Exhibit 4.2 and in Form 8-K dated May 11, 2000, File No. 1-3164, as Exhibit 4.2.) A-46 EXHIBITS. Exhibits (including reference to previous filings): (Continued) Exhibit Number Description of Exhibit C-7 Indenture dated as of March 1, 1941, between GEORGIA and The Chase Manhattan Bank (formerly Chemical Bank), as Trustee, and indentures supplemental thereto dated as of March 1, 1941, March 3, 1941 (3 indentures), March 6, 1941 (139 indentures), March 1, 1946 (88 indentures) and December 1, 1947, through October 15, 1995. (Designated in Registration Nos. 2-4663 as Exhibits B-3 and B-3(a), 2-7299 as Exhibit 7(a)-2, 2-61116 as Exhibit 2(a)-3 and 2(a)-4, 2-62488 as Exhibit 2(a)-3, 2-63393 as Exhibit 2(a)-4, 2-63705 as Exhibit 2(a)-3, 2-68973 as Exhibit 2(a)-3, 2-70679 as Exhibit 4(a)-(2), 2-72324 as Exhibit 4(a)-2, 2-73987 as Exhibit 4(a)-(2), 2-77941 as Exhibits 4(a)-(2) and 4(a)-(3), 2-79336 as Exhibit 4(a)-(2), 2-81303 as Exhibit 4(a)-(2), 2-90105 as Exhibit 4(a)-(2), 33-5405 as Exhibit 4(a)-(2), 33-14367 as Exhibits 4(a)-(2) and 4(a)-(3), 33-22504 as Exhibits 4(a)-(2), 4(a)-(3) and 4(a)-(4), 33-32420 as Exhibit 4(a)-(2), 33-35683 as Exhibit 4(a)-(2), in GEORGIA's Form 10-K for the year ended December 31, 1990, File No. 1-6468, as Exhibit 4(a)(3), in Form 10-K for the year ended December 31, 1991, File No. 1-6468, as Exhibit 4(a)(5), in Registration No. 33-48895 as Exhibit 4(a)-(2), in Form 8-K dated August 26, 1992, File No. 1-6468, as Exhibit 4(a)-(3), in Form 8-K dated September 9, 1992, File No. 1-6468, as Exhibits 4(a)-(3) and 4(a)-(4), in Form 8-K dated September 23, 1992, File No. 1-6468, as Exhibit 4(a)-(3), in Form 8-A dated October 12, 1992, as Exhibit 2(b), in Form 8-K dated January 27, 1993, File No. 1-6468, as Exhibit 4(a)-(3), in Registration No. 33-49661 as Exhibit 4(a)-(2), in Form 8-K dated July 26, 1993, File No. 1-6468, as Exhibit 4, in Certificate of Notification, File No. 70-7832, as Exhibit M, in Certificate of Notification, File No. 70-7832, as Exhibit C, in Certificate of Notification, File No. 70-7832, as Exhibits K and L, in Certificate of Notification, File No. 70-8443, as Exhibit C, in Certificate of Notification, File No. 70-8443, as Exhibit C, in Certificate of Notification, File No. 70-8443, as Exhibit E, in Certificate of Notification, File No. 70-8443, as Exhibit E, in Certificate of Notification, File No. 70-8443, as Exhibit E, in GEORGIA's Form 10-K for the year ended December 31, 1994, File No. 1-6468, as Exhibits 4(c)2 and 4(c)3, in Certificate of Notification, File No. 70-8443, as Exhibit C, in Certificate of Notification, File No. 70-8443, as Exhibit C, in Form 8-K dated May 17, 1995, File No. 1-6468, as Exhibit 4 and in GEORGIA's Form 10-K for the year ended December 31, 1995, File No. 1-6468, as Exhibits 4(c)2, 4(c)3, 4(c)4, 4(c)5 and 4(c)6.) C-8 Subordinated Note Indenture dated as of August 1, 1996, between GEORGIA and The Chase Manhattan Bank, as Trustee, and indentures supplemental thereto through January 1, 1997. (Designated in Form 8-K dated August 21, 1996, File No. 1-6468, as Exhibits 4.1 and 4.2 and in Form 8-K dated January 9, 1997, File No. 1-6468, as Exhibit 4.2.) C-9 Subordinated Note Indenture dated as of June 1, 1997, between GEORGIA and The Chase Manhattan Bank, as Trustee, and indentures supplemental thereto through February 25, 1999. (Designated in Certificate of Notification, File No. 70-8461, as Exhibits D and E and in Form 8-K dated February 17, 1999, File No. 1-6468, as Exhibit 4.4.) A-47 EXHIBITS. Exhibits (including reference to previous filings): (Continued) Exhibit Number Description of Exhibit C-10 Senior Note Indenture dated as of January 1, 1998, between GEORGIA and The Chase Manhattan Bank, as Trustee, and indentures supplemental thereto through February 23, 2001. (Designated in Form 8-K dated January 21, 1998, File No. 1-6468, as Exhibits 4.1 and 4.2, in Forms 8-K each dated November 19, 1998, File No. 1-6468, as Exhibit 4.2, in Form 8-K dated March 3, 1999, File No. 1-6468, as Exhibit 4.5, in Form 8-K dated February 15, 2000, File No. 1-6468 as Exhibit 4.2, in Form 8-K dated January 26, 2001, File No. 1-6469, as Exhibits 4.2(a) and 4.2(b) and in Form 8-K dated February 16, 2001, File No. 1-6469 as Exhibit 4.2.) C-11 Indenture dated as of September 1, 1941, between GULF and The Chase Manhattan Bank (formerly The Chase Manhattan Bank (National Association)), as Trustee, and indentures supplemental thereto through November 1, 1996. (Designated in Registration Nos. 2-4833 as Exhibit B-3, 2-62319 as Exhibit 2(a)-3, 2-63765 as Exhibit 2(a)-3, 2-66260 as Exhibit 2(a)-3, 33-2809 as Exhibit 4(a)-2, 33-43739 as Exhibit 4(a)-2, in GULF's Form 10-K for the year ended December 31, 1991, File No. 0-2429, as Exhibit 4(b), in Form 8-K dated August 18, 1992, File No. 0-2429, as Exhibit 4(a)-3, in Registration No. 33-50165 as Exhibit 4(a)-2, in Form 8-K dated July 12, 1993, File No. 0-2429, as Exhibit 4, in Certificate of Notification, File No. 70-8229, as Exhibit A, in Certificate of Notification, File No. 70-8229, as Exhibits E and F, in Form 8-K dated January 17, 1996, File No. 0-2429, as Exhibit 4, in Certificate of Notification, File No. 70-8229, as Exhibit A, in Certificate of Notification, File No. 70-8229, as Exhibit A and in Form 8-K dated November 6, 1996, File No. 0-2429, as Exhibit 4.) C-12 Subordinated Note Indenture dated as of January 1, 1997, between GULF and The Chase Manhattan Bank, as Trustee, and indentures supplemental thereto through January 1, 1998. (Designated in Form 8-K dated January 27, 1997, File No. 0-2429, as Exhibits 4.1 and 4.2, in Form 8-K dated July 28, 1997, File No. 0-2429, as Exhibit 4.2 and in Form 8-K dated January 13, 1998, File No. 0-2429, as Exhibit 4.2.) C-13 Senior Note Indenture dated as of January 1, 1998, between GULF and The Chase Manhattan Bank, as Trustee, and indenture supplemental thereto dated as of August 24, 1999. (Designated in Form 8-K dated June 17, 1998, File No. 0-2429, as Exhibits 4.1 and 4.2 and in Form 8-K dated August 17, 1999, File No. 0-2429 as Exhibit 4.2.) A-48 EXHIBITS. Exhibits (including reference to previous filings): (Continued) Exhibit Number Description of Exhibit C-14 Indenture dated as of September 1, 1941, between MISSISSIPPI and Bankers Trust Company, as Successor Trustee, and indentures supplemental thereto through December 1, 1995. (Designated in Registration Nos. 2-4834 as Exhibit B-3, 2-62965 as Exhibit 2(b)-2, 2-66845 as Exhibit 2(b)-2, 2-71537 as Exhibit 4(a)-(2), 33-5414 as Exhibit 4(a)-(2), 33-39833 as Exhibit 4(a)-2, in MISSISSIPPI's Form 10-K for the year ended December 31, 1991, File No. 0-6849, as Exhibit 4(b), in Form 8-K dated August 5, 1992, File No. 0-6849, as Exhibit 4(a)-2, in Second Certificate of Notification, File No. 70-7941, as Exhibit I, in MISSISSIPPI's Form 8-K dated February 26, 1993, File No. 0-6849, as Exhibit 4(a)-2, in Certificate of Notification, File No. 70-8127, as Exhibit A, in Form 8-K dated June 22, 1993, File No. 0-6849, as Exhibit 1, in Certificate of Notification, File No. 70-8127, as Exhibit A, in Form 8-K dated March 8, 1994, File No. 0-6849, as Exhibit 4, in Certificate of Notification, File No. 70-8127, as Exhibit C and in Form 8-K dated December 5, 1995, File No. 0-6849, as Exhibit 4.) C-15 Subordinated Note Indenture dated as of February 1, 1997, between MISSISSIPPI and Bankers Trust Company, as Trustee, and indenture supplemental thereto dated as of February 1, 1997. (Designated in Form 8-K dated February 20, 1997, File No. 0-6849, as Exhibits 4.1 and 4.2.) C-16 Senior Note Indenture dated as of May 1, 1998 between MISSISSIPPI and Bankers Trust Company, as Trustee and indentures supplemental thereto through March 28, 2000. (Designated in Form 8-K dated May 14, 1998, File No. 0-6849, as Exhibits 4.1, 4.2(a) and 4.2(b) and in Form 8-K dated March 22, 2000, File No. 0-6849, as Exhibit 4.2.) C-17 Indenture dated as of March 1, 1945, between SAVANNAH and The Bank of New York, as Trustee, and indentures supplemental thereto through May 1, 1996. (Designated in Registration Nos. 33-25183 as Exhibit 4(a)-(1), 33-41496 as Exhibit 4(a)-(2), 33-45757 as Exhibit 4(a)-(2), in SAVANNAH's Form 10-K for the year ended December 31, 1991, File No. 1-5072, as Exhibit 4(b), in Form 8-K dated July 8, 1992, File No. 1-5072, as Exhibit 4(a)-3, in Registration No. 33-50587 as Exhibit 4(a)-(2), in Form 8-K dated July 22, 1993, File No. 1-5072, as Exhibit 4, in Form 8-K dated May 18, 1995, File No. 1-5072, as Exhibit 4 and in Form 8-K dated May 23, 1996, File No. 1-5072, as Exhibit 4.) C-18 Subordinated Note Indenture dated as of December 1, 1998, between SAVANNAH and The Bank of New York, as Trustee, and indenture supplemental thereto dated as of December 9, 1998. (Designated in Form 8-K dated December 3, 1998, File No. 1-5072, as Exhibit 4.3 and 4.4.) C-19 Senior Note Indenture dated as of March 1, 1998 between SAVANNAH and The Bank of New York, as Trustee and indenture supplemental thereto dated as of March 1, 1998. (Designated in Form 8-K dated March 9, 1998, File No. 1-5072, as Exhibits 4.1 and 4.2.) A-49 EXHIBITS. Exhibits (including reference to previous filings): (Continued) Exhibit Number Description of Exhibit D-1 Income Tax Allocation Agreement and Amendments 1 through 86 thereto. (Designated in Form U5S for 1981, File No. 30-222-2, as Exhibit A-21, in Form U5S for 1982, File No. 30-222-2, as Exhibit A-22(b), in Form U5S for 1982, File No. 30-222-2, as Exhibit A-22(c), in Form U5S for 1983, File No. 30-222-2, as Exhibit D-1(d), in Form U5S for 1985, File No. 30-222-2, as Exhibit D-1(e), in Amendment No. 1 to Form U5S for 1985, File No. 30-222-2, as Exhibit D-1(f) in Form U5S for 1987, File No. 30-222-2, as Exhibit D-2, in Form U5S for 1991, File No. 30-222-2, as Exhibit D-2 and in Form U5S for 1992, File No. 30-222-2, as Exhibit D-2, in Form U5S for 1991, File No. 30-222-2, as Exhibit D-2, in Form U5S for 1994, File No. 30-222-2, as Exhibit D-2 and in Form U5S for 1995, File No. 30-222-2, as Exhibit D-2, as Exhibit D-2, in Form U5S for 1994, File No. 30-222-2, as Exhibit D-2, in Form U5S for 1996, File No. 30-222-2, as Exhibit D-2, in Form U5S for 1997, File No. 30-222-2, as Exhibit D-2, in Form U5S for 1998, File No. 30-222-2, as Exhibit D-2 and in Form U5S for 1999, File No. 30-222-2, as Exhibit D-2.) D-2 Amendments 87 through 99 to Income Tax Allocation Agreement. D-3 Tax Indemnification Agreement dated as of September 1, 2000 among SOUTHERN and its affiliated companies and Mirant and its affiliated companies. (Designated in SOUTHERN's Form 10-K for the year ended December 31, 2000, File No.1-3526, as Exhibit 10(a)102.) E-1 ALABAMA's, GEORGIA's, GULF's, MISSISSIPPI's, SCS's and SOUTHERN NUCLEAR's personnel policies pertaining to employee loans. (Designated in Form U5S for 1985, File No. 30-222-2, as Exhibits E-1, E-2, E-3, E-4 and E-5, in Form U5S, File No. 30-222-2, for 1987 as Exhibit E-2, in Form U5S for 1990, File No. 30-222-2, as Exhibit E-2, in Form U5S for 1991, File No. 30-222-2, as Exhibits E-2 and E-3 , in Form U5S for 1992, File No. 30-222-2, as Exhibit E-2 in Form U5S for 1993, File No. 30-222-2, as Exhibit E-2, in Form U5S for 1991, File No. 30-222-2, as Exhibit D-2, in Form U5S for 1994, File No. 30-222-2, as Exhibit E-2, in Form U5S for 1995, File No. 30-222-2, as Exhibit E-2 and in Form U5S for 1997, File No. 30-222-2, as Exhibit E-2.) G Organizational chart. H Financial statements relating to certain exempt wholesale generators and foreign utility companies. Exhibits listed above which have heretofore been filed with the SEC pursuant to various Acts administered by the SEC, and which were designated as noted above, are hereby incorporated herein by reference and made a part hereof with the same effect as if filed herewith.
A-50 SIGNATURE The undersigned registered holding 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 SOUTHERN COMPANY Date: April 30, 2001 By /s/ Gale E. Klappa -------------------------------- Gale E. Klappa Financial Vice President, Chief Financial Officer, and Treasurer EX-99.2BYLAWS 2 exhibit_b10.txt BYLAWS Exhibit B-10 MISSISSIPPI POWER COMPANY BYLAWS AMENDED: February 28, 2001 MISSISSIPPI POWER COMPANY BYLAWS ARTICLE I Stockholders SECTION 1.01. Annual Meeting. The annual meeting of the shareholders of the Corporation for the election of directors and for the transaction of such other corporate business as may properly come before such meeting shall be held at the Corporation's office at Gulfport, in the State of Mississippi, or at such other place within or without the State of Mississippi as the Chairman of the Board, the President or the Board of Directors may determine on the last Tuesday in June in each year; provided, however, that the Chairman of the Board, the President or the Board of Directors may fix an earlier day for such annual meeting of shareholders in any particular year; and provided further that, if the day fixed for such annual meeting of shareholders is a legal holiday, such meeting shall be held on the first day thereafter which is not a legal holiday. [79-4-7.01] SECTION 1.02. Special Meetings. Subject to the provisions of Article Fourth of the Corporation's Articles of Incorporation, special meetings of the shareholders of the Corporation may be held at such time and at such place within or without the State of Mississippi as the Chairman of the Board, the President or the Board of Directors may determine. A special meeting may be called at any time by the Chairman of the Board, the President, the Board of Directors, the Executive Committee or shareholders holding one-tenth of the then outstanding capital stock entitled to vote. [79-4-7.02] SECTION 1.03. Notice of Meetings of Stockholders. Written or printed notice stating the place, day and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered by the Secretary or the other officer performing his duties, or the officer or persons calling the meeting not less than ten nor more than fifty days before the meeting, either personally or by mail, to each shareholder of record entitled to vote. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the shareholder at his address as it appears on the stock transfer books of the Corporation, with postage prepaid. [79-4-7.05] Whenever any notice is required to be given to any shareholder, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be equivalent to the giving of such notice. [79-4-7.06] SECTION 1.04. Fixing Date for Determination of Stockholders of Record. In order to determine the shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other purpose, the Board of Directors may provide that the stock transfer books of the Corporation shall be closed for a stated period but not to exceed fifty (50) days. If the stock transfer books shall be closed for the purpose of determining shareholders entitled to notice of or to vote at a meeting of shareholders, such books shall be closed for at least ten (10) days immediately preceding such meeting. In lieu of closing the stock transfer books, the Board of Directors may fix, in advance, a record date for any such determination of shareholders, which shall not be more than fifty (50) days and, in case of a meeting of shareholders, not less than ten (10) days prior to the date on which the particular action requiring such determination of shareholders is to be taken. If the stock transfer books are not closed and no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring such dividend is adopted shall be the record date for such determination of shareholders. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof. [79-4-7.07 & 79-4-7.20(a)] SECTION 1.05. Quorum. Subject to the provisions of Article Fourth of the Corporation's Articles of Incorporation, at all meetings of shareholders, the holders of a majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum for the transaction of any business. If a quorum is present, the affirmative vote of the majority of the shares represented at the meeting and entitled to vote on the subject matter shall constitute the act of shareholders. [79-4-7.25] SECTION 1.06. Voting Rights of Shareholders. Each shareholder of record entitled to vote in accordance with the laws of the State of Mississippi, the Corporation's Articles of Incorporation, or these Bylaws, shall at every meeting of shareholders be entitled to one vote in person or by proxy for each share of stock entitled to vote, but no proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy. [79-4-7.21 & 79-4-7.22] SECTION 1.07. Voting List - Shareholder Examination. The officer or agent having charge of the stock transfer books for shares of the Corporation shall make, at least ten (10) days before each meeting of shareholders, a complete list of the shareholders entitled to vote at such meeting or any adjournment thereof, arranged in alphabetical order, with the address of and the number of shares held by each, which list, for a period of ten (10) days prior to such meeting, shall be kept on file at the registered office of the Corporation and shall be subject to inspection by any shareholder at any time during usual business hours. Such list shall also be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting. No shareholder shall be entitled to inspect any such list or the stock transfer books unless such inspection shall be made in good faith for a proper purpose. The original stock transfer books shall be prima facie evidence as to who are the shareholders entitled to examine such list or transfer books or to vote at any meeting of shareholders. [79-4-7.20(b)-(d)] Failure to comply with the requirements of this section shall not affect the validity of any action taken at such meeting. [79-4-7.20(e)] SECTION 1.08. Consent in Lieu of Meeting. Any corporate action either required or permitted by the Business Corporation Act of Mississippi, the Corporation's Articles of Incorporation, or these Bylaws, to be taken at a meeting of the shareholders, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof. [79-4-7.04(a)] ARTICLE II Directors SECTION 2.01. Management of Business. The business and affairs of the Corporation shall be managed by the Board of Directors. The provisions of this Article II shall be subject to Article Fourth of the Corporation's Articles of Incorporation. [79-4-8.01(b)] SECTION 2.02. Number and Qualification of Directors. The number of directors shall be not less than three nor more than fifteen, the number to be fixed at the annual or any special meeting of the stockholders entitled to vote for the election of directors, but no decrease shall have the effect of shortening the term of any incumbent director. [79-4-8.03(a)-(c)] Directors need not be residents of Mississippi or shareholders of the Corporation. [79-4-8.02] No person who is engaged or interested in a competing business either individually or as employee or stockholder, shall serve as a director without the consent of a majority of interest of the stockholders. [79-4-8.31] A person being a full-time executive employee of the Corporation or its parent company or any affiliated company when first elected a director of the Corporation (hereinafter sometimes referred to as an "employee-director") shall not be eligible to serve as a director when he ceases to be an executive employee, whether by reason of resignation, retirement or other cause; and a person not an employee-director shall not be eligible to serve as a director of the Corporation after his 70th birthday. Any employee-director who is not eligible to serve as a director by reason of the foregoing provisions shall be eligible to serve as an advisory director until he shall have reached his 70th birthday, if elected or re-elected by the Board of Directors, upon the recommendation of the Chief Executive Officer of the Corporation. The term of office of each advisory director shall terminate on the earlier of the date when he ceases to be eligible for such position or, subject to reappointment, the date of the first meeting of the Board of Directors after the annual meeting of stockholders next following his appointment. Any person eligible for election as an advisory director must be one whose services as such will be, in the opinion of the Board of Directors, of value to the Corporation. An advisory director shall be entitled to notice of, to attend, and to advise but not to vote at meetings of the Board of Directors and of any committees thereof to which he shall be appointed. An advisory director shall not be counted in determining the existence of a quorum, and for his services may be paid, in the discretion of the Board of Directors, compensation and reimbursement of expenses on the same basis as if he were a director. SECTION 2.03. Election and Term. The directors shall be elected at the annual meeting of shareholders, and each director shall be elected to hold office until his successor shall be elected and qualified, or until his earlier resignation or removal. The Board of Directors, as soon as may be convenient after the election of directors in each year, may appoint one of their number Chairman of the Board. [79-4-8.03(d)] SECTION 2.04. Vacancies and Newly Created Directorships. In case of any vacancies in the Board of Directors through death, resignation, disqualification or any other cause, including a vacancy resulting from an increase in the number of directors, the Board of Directors may fill the vacancy by the affirmative vote of a majority of the remaining directors, which shall constitute a quorum for such purpose, and the director or directors so chosen shall hold office until the next annual election by shareholders and until their successor or successors shall be elected and qualified. [79-4-8.10] SECTION 2.05. Removal. At a meeting called expressly for that purpose, any and all of the directors may at any time be removed, with or without cause, by a vote of the holders of a majority of the shares then entitled to vote at an election of directors. If less than the entire Board is to be removed, no one of the directors may be removed if the votes cast against his removal would be sufficient to elect him if then cumulatively voted at an election of the entire Board of Directors. [79-4-8.08] SECTION 2.06. Quorum of Directors. At all meetings of the Board of Directors, one-half of the number of directors then in office or, if there shall be an odd number of directors, then a majority thereof, shall constitute a quorum for the transaction of business. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. [79-4-8.24] SECTION 2.07. Annual Meeting. The newly elected Board of Directors shall meet as soon as practicable after the annual meeting of shareholders, within or without the State of Mississippi, and no notice of such meeting shall be necessary.[79-4-8.20] SECTION 2.08. Regular Meetings. Regular meetings of the Board may be held at such time and place, within or without the State of Mississippi, as shall from time to time be fixed by the Chairman of the Board, the President or the Board of Directors, and no notice of such meeting shall be necessary. [79-4-8.20] SECTION 2.09. Special Meetings. Special meetings may be called at any time by the Chairman of the Board, the President, any Vice President, the Treasurer or the Secretary or by the Board of Directors. Special meetings shall be held at such place, within or without the State of Mississippi, as shall be fixed by the person or persons calling the meeting and stated in the notice or waiver of notice of the meeting. [79-4-8.20] Notice of a special meeting shall be given by the Secretary, or such other officer performing his duties, to each director at least two days prior to such meeting, if delivered by express mail or courier, or one day's notice if given by telegram or telecopy or personal communication by telephone or otherwise, or not later than the fourth day prior to the meeting if given by regular, postage-prepaid U.S. mail. Attendance of a director at a special meeting shall constitute a waiver of notice of such meeting, except when a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Notice by mail or telegraph to the usual business or residence address of the director shall be sufficient. The business to be transacted at or the purpose of a special meeting of the Board of Directors need not be stated in such notice or waiver of notice and any and all business may be transacted at a special meeting of the Board of Directors. [79-4-8.22 & 79-4-8.23] SECTION 2.10. Action Without a Meeting. Any corporate action either required or permitted by the Business Corporation Act of Mississippi, the Corporation's Articles of Incorporation, or these Bylaws, to be taken at a meeting of the Board of Directors may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors entitled to vote with respect to the subject matter thereof. Members of the Board of Directors or any committee thereof may participate in a meeting of the Board or any committee thereof by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting. [79-4-8.21] SECTION 2.11. Compensation. Directors shall be entitled to a fee for attendance at each regular or special meeting of the Board of Directors, or a committee of the Board, and in otherwise performing duties as such directors, and/or to a monthly or annual fee or salary, provided that no fees or salaries shall be paid to those directors who are officers or employees, other than retired employees, who are on a fixed basis of compensation from the Company or any subsidiary or affiliated company and who have duties and responsibilities to such companies other than those arising from the office of director. Directors shall be reimbursed for actual expenses incurred in attending meetings of the Board of Directors or any committee thereof and in otherwise performing duties as such directors or in lieu thereof to an allowance for expenses. The amount of fee or salary paid to directors and expense allowance, if any, shall be fixed by the Board of Directors. [79-4-8.11] SECTION 2.12. Executive and Other Committees. The Board of Directors may, by resolution or resolutions passed by a majority of the whole Board, designate an Executive Committee and one or more other committees, including without limitation Audit and Compensation Committees, each consisting of three or more directors, and each of which committees may act by a majority of its members. Such Executive Committee shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Company when the Board is not meeting; and each other committee shall have such powers of the Board and otherwise as are provided in the resolution establishing such committee. Provided, however, notwithstanding anything to the contrary herein, the Executive Committee and all other committees established by the Board shall have no power or authority to take any action specifically prohibited under the Mississippi Business Corporation Act, Section 79-4-8.25(e), or any successor statute. Unless otherwise specifically permitted by the Board, the rules promulgated by these Bylaws with respect to meetings of directors, notice, quorums, voting and other procedures at such meetings shall be applicable to meetings of committees established by the Board. [79-4-8.25] SECTION 2.13. Interest of Director in Corporate Act. A director of this Corporation shall not be disqualified by his office from dealing or contracting with the Corporation, either as vendor, purchaser or otherwise, nor shall any transaction or contract of this Corporation be void or voidable by reason of the fact that any director or any firm of which any director is a member or any corporation of which any director is a shareholder or director is in any way interested in such transaction or contract, provided that such transaction or contract is or shall be authorized, ratified or approved either (1) by vote of a majority or a quorum of the Board of Directors or the Executive Committee, without counting in such majority or quorum any directors so interested or being a member of a firm so interested or a shareholder or director of a corporation so interested, or (2) by vote at a stockholders' meeting of the holders of a majority of all the outstanding shares of the stock of the Corporation entitled to vote or by a writing or writings signed by a majority of such holders; nor shall any director be liable to account to the Corporation for any profit realized by him from or through any transaction or contract of this Corporation authorized, ratified or approved as aforesaid, by reason of the fact that he or any firm of which he is a member or any corporation of which he is a shareholder or director was interested in such transaction or contract. Nothing herein contained shall create any liability in the events above described or prevent the authorization, ratification or approval of such contracts or transactions in any other manner provided by law. ARTICLE III Officers SECTION 3.01. Number. The officers of the Corporation shall be chosen by the Board of Directors. The officers shall be a President, a Secretary and a Treasurer, and such number of Vice Presidents, Assistant Secretaries and Assistant Treasurers, and such other officers, if any, as the Board of Directors may from time to time determine. The Board of Directors may from time to time, but shall not be required to, establish the office of Chairman of the Board and may, but shall not be required to, designate the holder of such office, if established, as Chief Executive Officer of the Corporation. The Board of Directors may choose such other agents as it shall deem necessary. Any number of offices may be held by the same person, except the offices of President and Secretary. [79-4-8.40] SECTION 3.02. Terms of Office. Each officer shall hold his office until the next election of officers and until his successor is chosen and qualified or until his earlier resignation or removal. Any officer may resign at any time upon written notice to the Corporation. Vacancies in any office shall be filled by the Board of Directors. SECTION 3.03. Removal of Officers. Any officer or agent may be removed by the Board of Directors whenever in its judgment the best interest of the Corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent shall not of itself create contract rights. [79-4-8.43(b)] SECTION 3.04. Authority. The officers of the Corporation shall have such duties as usually pertain to their offices, except as modified by the Board of Directors and shall also have such powers and duties as may from time to time be conferred upon them by the Board of Directors. Notwithstanding the provisions of Section 3.01 hereof, in the event of the absence or inability of the President to act, the powers and duties of the President shall, subject to the control of the Board of Directors, devolve successively upon such other persons as shall have been designated in a resolution adopted by the Board of Directors, and in accordance with the order of succession set forth therein. [79-4-8.41] ARTICLE IV Indemnification of Directors and Officers SECTION 4.01. Indemnification and Related Matters. To the fullest extent permitted by law, the Company shall indemnify each person made, or threatened to be made, a party to any threatened, pending, or completed claim, action, suit or proceeding, whether civil or criminal, administrative or investigative, and whether by or in the right of the Company or otherwise, by reason of the fact that such person, or such person's testator or intestate, is or was a director, officer or was an employee of the Company holding one or more management positions through and inclusive of department managers (but not positions below the level of department managers) (such positions being hereinafter referred to as "Management Positions") or is or was serving at the request of the Company as a director, officer, employee, agent or trustee of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, in any capacity at the request of the Company, against all loss and expense actually or reasonably incurred by him including, without limiting the generality of the foregoing, judgments, fines, penalties, liabilities, sanctions, and amounts paid in settlement and attorney's fees and disbursements actually and necessarily incurred by him in defense of such action or proceeding, or any appeal therefrom. The indemnification provided by this Section shall inure to the benefit of the heirs, executors and administrators of such person. In any case in which a director, officer of the Company or employee of the Company holding one or more Management Positions requests indemnification with respect to the defense of any such claim, action or suit or proceedings, the Company may advance expenses (including attorney's fees) incurred by such person prior to the final disposition of such claim, action, suit or proceeding, as authorized by the Board of Directors in the specific case, upon receipt of a written undertaking by or on behalf of such person to repay amounts advanced if it shall ultimately be determined that such person was not entitled to be indemnified by the Company under this Section or otherwise; provided, however, that the advancement of such expenses shall not be deemed to be indemnification unless and until it shall ultimately be determined that such person is entitled to be indemnified by the Company. Such a person claiming indemnification shall be entitled to indemnification upon a determination that no judgment or other final adjudication adverse to such person has established that such person's acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated, or such person personally obtained an economic benefit including a financial profit or other advantage to which such person was not legally entitled. Without limiting the generality of the foregoing provision, no former, present or future director or officer of the Company or employee of the Company holding one or more management positions, or his heirs, executors or administrators, shall be liable for any undertaking entered into by the Company or its subsidiaries or affiliates as required by the Securities and Exchange Commission pursuant to any rule or regulation of the Securities and Exchange Commission now or hereafter in effect or orders issued pursuant to the Public Utility Holding Company Act of 1935, the Federal Power Act, or any undertaking entered into by the Company due to environmental requirements including all legally enforceable environmental compliance obligations imposed by federal, state or local statute, regulation, permit, judicial or administrative decree, order and judgment or other similar means, or any undertaking entered into by the Company pursuant to any approved Company compliance plan or any federal or state or municipal ordinance which directly or indirectly regulates the Company, or its parent by reason of their being holding or investment companies, public utility companies, public utility holding companies or subsidiaries of public utility holding companies. The foregoing rights shall not be exclusive of any other rights to which any such director, officer or employee may otherwise be entitled and shall be available whether or not the director, officer or employee continues to be a director, officer or employee at the time of incurring any such expenses and liabilities. If any word, clause or provision of the Bylaws or any indemnification made under this Section 4.01 shall for any reason be determined to be invalid, the remaining provisions of the Bylaws shall not otherwise be affected thereby but shall remain in full force and effect. The masculine pronoun, as used in the Bylaws, means the masculine and feminine wherever applicable. [79-4-8.51, 79-4-8.52, 79-4-8.53, 79-4-8.55 & 79-4-8.56] SECTION 4.02. Liability Insurance. The Company may purchase and maintain insurance on behalf of any person described in Section 4.01 against any liability or expense (including attorney's fees) which may be asserted against such person whether or not the Company would have the power to indemnify such person against such liability or expense under this Article IV or otherwise. [79-4-8.57] ARTICLE V Capital Stock SECTION 5.01. Stock Certificates. Every holder of stock in the Corporation shall be entitled to have a certificate signed by the President or a Vice President of the Corporation, and by the Secretary or an Assistant Secretary of the Corporation, one of which may be facsimile signature, and may be sealed with the seal of the Corporation or a facsimile thereof. The signatures of the President or Vice President and the Secretary or Assistant Secretary upon a certificate may both be facsimiles if the certificate is countersigned by a transfer agent or registered by a registrar, other than the Corporation itself or an employee of the Corporation. In case any officer who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer at the date of issue. The certificates of stock of the Corporation shall be numbered and shall be entered in the books of the Corporation and registered as they are issued. They shall exhibit the name of the registered holder and shall certify the number of shares owned by him. [79-4-6.25] SECTION 5.02. Registered Holders. Prior to due presentment for registration of transfer of any security of the Corporation in registered form, the Corporation shall treat the registered owner as the person exclusively entitled to vote, to receive notifications and to otherwise exercise all the rights and powers of an owner, and shall not be bound to recognize any equitable or other claim to, or interest in, any security, whether or not the Corporation shall have notice thereof, except as otherwise provided by the laws of the State of Mississippi. SECTION 5.03. Transfers. The stock of the Corporation shall be transferable or assignable on the books of the Corporation by the holders in person or by attorney on the surrender of the certificates therefor duly endorsed, or in any other manner prescribed by the laws of the State of Mississippi. SECTION 5.04. Replacement Certificates. The Corporation may issue a new certificate of stock in place of any certificates theretofore issued by it, alleged to have been lost or destroyed, provided the person seeking the issuance of the new certificate shall be the owner or satisfy the Corporation he is the owner of the stock certificate alleged to have been lost or destroyed, and the directors shall require the owner of the lost or destroyed certificate, or his legal representatives, to give the Corporation a bond sufficient to indemnify the Corporation against any claim that may be made against it on account of the alleged loss or destruction of any such certificate or the issuance of such new certificate. The issuance of a new certificate, as herein above provided, shall not relieve the Corporation or the directors from corporate or personal liability in damages to any person to whom the original certificate has been or shall be transferred for value without notice of the issuance of the new certificate. ARTICLE VI Miscellaneous SECTION 6.01. Seal. The corporate seal of the Corporation shall be in such form as the Board of Directors shall prescribe. SECTION 6.02. Checks. The Board of Directors is authorized to select such depositories as they shall deem proper for the funds of the Corporation. All checks and drafts against such deposited funds shall be signed by such officers or such other persons as may be specified by the Board of Directors. SECTION 6.03. Loans. No loans shall be made by the Corporation to its officers or directors, except in the amounts and under the same terms and conditions as available to all regular employees of the Corporation, and no loans shall be made by the Corporation secured by its shares. SECTION 6.04. Amendment of Bylaws. These Bylaws may be amended or repealed and new Bylaws adopted by the Board of Directors or by vote of the holders of the shares at the time entitled to vote in the election of any director, except that any Bylaw adopted by such holders shall not be amended or repealed by the Board of Directors. [79-4-10.20] SECTION 6.05. Section Headings and References. The headings of the Articles and Sections of these Bylaws and the bracketed references to the Mississippi Business Corporation Act have been inserted for convenience of reference only and shall not be deemed to be a part of these Bylaws. SELECTION OF DIRECTORS - ------------------------------------------------------------------------------- Unaffiliated or outside directors are selected on the basis of their business or professional ability and recognized leadership. The selection process ordinarily is the responsibility of the Chief Executive Officer. Advice is sought from many sources, including members of the Board of Directors, business leaders and others, before making an election recommendation. Directors selected include a mix if disciplines to ensure a well-rounded board of persons with proven abilities. COMPOSITION OF THE BOARD OF DIRECTORS - ------------------------------------------------------------------------------- As prescribed by the Mississippi Business Corporation Act, effective January 1, 1988, and the Bylaws of the Company, the business and affairs of the Company are managed by its Board of Directors. The Bylaws establish a variable range for the size of the board by fixing the minimum number at three and the maximum at fifteen. The number of directors to serve within the minimum and maximum range is determined at the annual meeting or any special meeting of the shareholders entitled to vote for the election of directors. The terms of all directors expire at the next annual shareholders meeting following their election. Directors are not required to be residents of Mississippi or shareholders of the Company. Members of the Board of Directors are classified as outside directors, employee directors or advisory directors. Outside directors are those who are not employees of the Company or an affiliated company of Southern Company. An outside director is eligible to serve as a director until reaching his or her 70th birthday. Employee directors are employees of the Company or an affiliated company of Southern Company. An employee director may not serve as a director after ceasing to be an executive employee, whether by resignation, retirement or other cause. Following retirement, the Chief Executive Officer of the Company, upon invitation and election by the Board of Directors, may serve as an advisory director. An advisory director may serve until reaching age 70. The term of office for an advisory director terminates when he or she is no longer eligible, or on the date of the annual meeting of the Board of Directors following the annual meeting of shareholders. An advisory director may be reappointed at the annual meeting of the board. An advisory director has all the privileges of a regular director except the right to vote. EX-99.2BYLAWS 3 exhibit_b24.txt BYLAWS Exhibit B-24 Amended March 5, 2001 AMENDED AND RESTATED BY-LAWS OF SOUTHERN MANAGEMENT DEVELOPMENT, INC. ARTICLE ONE Offices 1.1 Registered Office and Agent. The Corporation shall maintain a registered office and shall have a registered agent whose business office is identical with such registered office. 1.2 Other Offices. The Corporation may have offices at such place or places, within or without the State of Georgia, as the Board of Directors may from time to time appoint or the business of the Corporation may require or make desirable. ARTICLE TWO Shareholders' Meetings 2.1. Place of Meetings. Meetings of the shareholders may be held on the call of the President at any place within or without the State of Georgia as set forth in the notice thereof or in the event of a meeting held pursuant to waiver of notice, as may be set forth in the waiver, or if no place is so specified, at the principal office of the Corporation. 2.2. Annual Meetings. The annual meeting of shareholders shall be held on such date within 120 days following the close of the Corporation's fiscal year as shall be designated by the Board of Directors for the purpose of electing directors and transacting any and all business that may properly come before the meeting. At the annual meetings of the shareholders, the order of business shall be as determined by the Chairman of the meeting. 2.3 Substitute Annual Meeting. In the event that such annual meeting is not held on the day designated pursuant to Section 2.2, the Board of Directors shall cause a meeting in lieu thereof to be held as soon as conveniently may be thereafter, and any business transacted or elections held at such meeting shall be as valid as if transacted or held at the annual meeting. Such subsequent meeting shall be called in the same manner as provided for special shareholders' meetings. 2.4 Special Meetings. Special meetings of the shareholders shall be held at the principal office of the Corporation or at such other place as may be designated in the notice of said meetings upon call of the Board of Directors or of the Chairman of the Board of Directors or of the President, or of the Secretary or at the request in writing of two or more directors or of shareholders owning at least twenty-five percent (25%) of the issued and outstanding capital stock of the Corporation entitled to vote thereat. 2.5 Notice of Meetings. Unless waived as contemplated in Section 5.2 or by attendance at the meeting, either in person or by proxy, for any purpose other than to state, at the beginning of the meeting, an objection or objections to the transaction of business, a written or printed notice of each shareholders' meeting stating the place, day and hour of the meeting shall be delivered not less than ten (10) days nor more than sixty (60) days before the date thereof except as may otherwise be required by law, either personally or by mail, by or at the direction of the President or Secretary or other person calling the meeting, to each shareholder of record entitled to vote at such meeting. In the case of an annual or substitute annual meeting, the notice of the meeting need not state the purpose or purposes of the meeting unless the purpose or purposes constitute a matter which the Georgia Business Corporation Code (the "Code") requires to be stated in the notice of the meeting. In the case of a special meeting, the notice of meeting shall state the purpose or purposes for which the meeting is called. When a meeting is adjourned to another time or place, unless after the adjournment the Board fixes a new record date for the adjourned meeting as may be required pursuant to Section 2.9, it shall not be necessary to give any notice of the adjourned meeting if the time and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken and if at the adjourned meeting business which might have been transacted on the original date of the meeting is transacted. 2.6 Quorum. At all meetings of the shareholders, the presence, in person or by proxy, of the holders of more than one-half of the shares outstanding and entitled to vote shall constitute a quorum. The shareholders at a meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum. If a quorum is not present to organize a meeting, the meeting may be adjourned pursuant to Section 2.9. 2.7 Voting of Shares. Except as may otherwise be provided by the Articles of Incorporation or by agreement of the shareholders pursuant to Section 2.12 hereof, each outstanding share having voting rights shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders. Voting on all matters shall be by voice vote or by show of hands unless any qualified voter, prior to the voting on any matter, demands vote by ballot, in which case each ballot shall state the name of the shareholder voting and the number of shares voted by him, and if such ballot be cast by proxy, it shall also state the name of such proxy. Cumulative voting shall not be permitted. If a quorum is present, a majority of the shares outstanding and entitled to vote which are represented at any meeting shall determine any matter coming before the meeting unless a different vote is required by statute, by the Articles of Incorporation or by these by-laws. 2.8 Proxies. A shareholder entitled to vote pursuant to Section 2.7 may vote in person or by proxy executed in writing by the shareholder or by his attorney-in-fact. A proxy shall not be valid after eleven (11) months from the date of its execution, unless a longer period is expressly stated therein. If the validity of any proxy is questioned it must be submitted to the Secretary of the shareholders' meeting for examination or to a proxy officer or committee appointed by the person presiding at the meeting. The Secretary of the meeting or, if appointed, the proxy officer or committee, shall determine the validity or invalidity of any proxy submitted, and reference by the Secretary in the minutes of the meeting to the regularity of a proxy shall be received as prima facie evidence of the facts stated for the purpose of establishing the presence of a quorum at such meeting and for all other purposes. 2.9 Adjournments. Any meeting of the shareholders, whether or not a quorum is present, may be adjourned by the holders of a majority of the voting shares represented at the meeting to reconvene at a specific time and place. It shall not be necessary to give any notice of the reconvened meeting or of the business to be transacted, if the time and place of the reconvened meeting are announced at the meeting which was adjourned, except that if the meeting is adjourned to a date more than one hundred twenty (120) days after the date of the original meeting, the Board of Directors must fix a new record date and provide notice of the adjourned meeting to persons who are shareholders of the Corporation on the new record date. At any such reconvened meeting at which a quorum is represented or present, any business may be transacted which could have been transacted at the meeting which was adjourned. 2.10 Action of Shareholders Without a Meeting. Subject to such further conditions as may be required by law, any action which may be taken at a meeting of the shareholders may be taken without a meeting if a written approval and consent, setting forth the action authorized, shall be signed by each of the shareholders entitled to vote on the date on which the last such shareholder signs such approval and consent and upon the filing of such approval and consent with the officer of the Corporation having custody of its books and records. Such approval and consent so filed shall have the same effect as a unanimous vote of the shareholders at a special meeting called for the purpose of considering the action authorized. 2.11 List of Shareholders. A complete list of the shareholders entitled to vote at an ensuing meeting of shareholders arranged in alphabetical order with the address of, and the number and class and series, if any, of voting shares held by each shall be prepared by the Secretary, or other officer of the Corporation having charge of the stock ledger, and shall be produced and kept open at the time and place of the meeting and during the whole time of said meeting shall be open to the examination of any shareholder. If the requirements of this section have not been substantially complied with, the meeting shall, on the reasonable demand of any shareholder in person or by proxy, be adjourned until the requirements are complied with. If no such demand is made, failure to comply with the requirements of this section shall not affect the validity of any action take at such meeting. 2.12 Shareholders' Agreements. In addition to those shareholders' agreements authorized by Official Code of Ga. Ann. Section 14-2-731 the holders of all the outstanding and issued stock of the Corporation may enter into an agreement or agreements among themselves, and the Corporation also, if so elected, concerning the rights and privileges of respective classes of stock (including but not limited to voting rights) and the transferability of the stock of the Corporation, and such agreement, where not otherwise contrary to law, shall be effective to establish the conditions of and methods of transferability of the stock of the Corporation to the extent attempted by said agreement. ARTICLE THREE The Board of Directors 3.1 General Powers. The business and affairs of the Corporation shall be managed by the Board of Directors. In addition to the powers and authority expressly conferred upon it by these by-laws, the Board of Directors may exercise all such powers of the Corporation and do all such lawful acts and things as are not by law, by any legal agreement among shareholders, by the Articles of Incorporation or by these by-laws directed or required to be exercised or done by the shareholders. 3.2 Number, Election and Term of Office. In accordance with these by-laws or the Articles of Incorporation, the number of directors of the Corporation shall be fixed by resolution of the shareholders from time to time, or, if so authorized in the Articles of Incorporation, by the Board of Directors. The number of directors may be changed from time to time by the shareholders, or, if so authorized in the Articles of Incorporation, by the Board of Directors. Except as provided in Section 3.4, the directors shall be elected by the affirmative vote of a majority of the shares represented at the annual meeting. Each director, except in case of death, resignation, retirement, disqualification, or removal, shall serve until the next succeeding annual meeting and until his successor shall have been elected and qualified. 3.3 Removal. Any director may be removed from office with or without cause by the affirmative vote of the holders of a majority of the shares entitled to vote at an election of directors. Removal action may be taken at any shareholders' meeting with respect to which notice of such purpose has been given, and a removed director's successor may be elected at the same meeting to serve the unexpired term. 3.4 Vacancies. A vacancy occurring in the Board of Directors, except by reason of removal of a director, may be filled for the unexpired term, and until the shareholders shall have elected a successor, by affirmative vote of a majority of the directors remaining in office though less than a quorum of the Board of Directors. 3.5 Compensation. Directors may receive such compensation for their services as directors as may from time to time be fixed by vote of the Board of Directors or the shareholders. A director may also serve the Corporation in a capacity other than that of director and receive compensation, as determined by the Board of Directors, for services rendered in that other capacity. 3.6 Executive and other Committees. The Board of Directors may, by resolution or resolutions passed by a majority of the whole Board, designate an executive committee and one or more other committees, each consisting of two or more directors, each of which committees may act by a majority of its members. Such executive committee shall have and may exercise all the powers of the Board of Directors specified in these by-laws and otherwise existing in the management of the business and affairs of the Corporation when the Board is not meeting; and each other committee shall have such powers of the Board and otherwise as are provided in the resolution establishing such committee. To the extent specified by the Board of Directors or in the Articles of Incorporation, each committee shall have and may exercise all the power of the Board of Directors specified in these by-laws; however, notwithstanding anything to the contrary herein, committees established by the Board shall have no power: (1) to approve or propose to shareholders action that is required by the Code or these by-laws to be approved by shareholders (including, but not limited to, fundamental corporate changes such as merger, share exchange, dissolution and asset sales); (2) to fill vacancies on the Board of Directors or any of its committees; (3) to amend the Articles of Incorporation or these by-laws; or (4) to approve a plan of merger not requiring shareholder approval. ARTICLE FOUR Meetings of the Board of Directors 4.1 Regular Meetings. A regular meeting of the Board of Directors shall be held immediately after each annual meeting of shareholders or any meeting held in lieu thereof. In addition, the Board of Directors may schedule other meetings to occur at regular intervals throughout the year. 4.2 Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the President, or in his absence by the Secretary of the Corporation, or by any two directors in office at that time. 4.3 Place of Meetings. Directors may hold their meetings at any place within or without the State of Georgia as the Board of Directors may from time to time establish for regular meetings or as is set forth in the notice of special meetings or, in the event of a meeting held pursuant to waiver of notice, as may be set forth in the waiver. 4.4 Notice of Meetings. No notice shall be required for any regularly scheduled meeting of the directors of the Corporation. Unless waived as contemplated in Section 5.2, the President or Secretary of the Corporation or any director thereof shall give notice to each director of each special meeting stating the time and place of the meeting. Such notice shall be given by mailing a notice of the meeting at least four (4) days before the date of the meeting, or by telephone, telegram, cablegram or personal delivery at least four (4) hours before the date of the meeting. Notice shall be deemed to have been given by telegram or cablegram at the time notice is filed with the transmitting agency. Attendance by a director at a meeting shall constitute waiver of notice of such meeting, except where the director states, at the beginning of the meeting, his objection or objections to the transaction of business at the meeting. 4.5 Quorum. At meetings of the Board of Directors, the presence of at least one-half (1/2) of the directors then in office (but not less than two (2) directors unless Georgia law otherwise permits) shall be necessary to constitute a quorum for the transaction of business. 4.6 Vote Required for Action. Except as otherwise provided in this section or by law, the act of a majority of the directors present at a meeting at which a quorum is present at the time shall be the act of the Board of Directors. Adoption, amendment and repeal of a by-law is provided for in Article Eleven of these by-laws. Vacancies in the Board of Directors may be filled as provided in Section 3.4 of these by-laws. 4.7 Action by Directors Without a Meeting. Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if a written consent thereto shall be signed by all the directors and such written consent is filed with the minutes of the proceedings of the Board. Such consent shall have the same force and effect as a unanimous vote of the Board of Directors. 4.8 Adjournments. A meeting of the Board of Directors, whether or not a quorum is present, may be adjourned by a majority of the directors present to reconvene at a specific time and place. It shall not be necessary to give notice of the reconvened meeting or of the business to be transacted, other than by announcement at the meeting which was adjourned. At any such reconvened meeting at which a quorum is present, any business may be transacted which could have been transacted at the meeting which was adjourned. 4.9 Telephone Conference Calls. Unless otherwise prohibited by the Articles of Incorporation, members of the Board of Directors, or any committee designated by such Board, may participate in a meeting of such Board or committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this Section 4.9 shall constitute presence in person at such meeting. ARTICLE FIVE Notice and Waiver 5.1 Procedure. Whenever these by-laws require notice to be given to any shareholder or director, the notice shall be given as prescribed in Official Code of Ga. Ann. Section 14-2-41 and Sections 2.5 or 4.4 for any shareholder or director, respectively. Whenever notice is given to a shareholder or director by mail, the notice shall be sent first-class mail by depositing the same in a post office or letter box in a postage prepaid sealed envelop addressed to the shareholder or director at his address as it appears on the books of the Corporation, and such notice shall be deemed to have been given at the time the same is deposited in the United States mail. 5.2 Waiver. Notice of a meeting need not be given to any shareholder or director who signs a waiver of such notice, in person or by proxy, either before or after the meeting. Unless otherwise required by law or by these by-laws, neither the business transacted nor the purpose of the meeting need be specified in the waiver. Attendance of a shareholder or director at a meeting shall constitute a waiver of notice of such meeting and waiver of any and all objections to the place of the meeting, the time of the meeting, or the manner in which it has been called or convened, except when such shareholder or director attends such meeting solely for the purpose of stating, at the beginning of the meeting, any such objection or objections to the transaction of business. ARTICLE SIX Officers 6.1 Number. The Executive Officers of the Corporation shall consist of a Chairman of the Board, a President, one or more Vice Presidents as determined or designated by the Board of Directors, a Secretary and a Treasurer. The Board of Directors shall from time to time create and establish the duties of such other officers and elect or provide for the appointment of such other officers or assistant officers as it deems necessary for the efficient management of the Corporation, but the Corporation shall not be required to have at any time any officers other than a President, Secretary and Treasurer. In the event that no Chairman of the Board is elected, the President shall perform all of the duties and assume all of the responsibilities assigned to the office of Chairman of the Board. Any two or more offices may be held by the same person, except the offices of President and Secretary. 6.2 Election and Term. All Executive Officers shall be elected by the Board of Directors and shall serve at the will of the Board of Directors and until their successors have been elected and have qualified or until their earlier death, resignation, removal, retirement or disqualification. 6.3 Compensation. The compensation of all Executive Officers of the Corporation shall be fixed by the Board of Directors. 6.4 Removal. Any officer or agent elected by the Board of Directors may be removed by the Board of Directors at any time with or without cause. 6.5 Powers and Duties. The Executive Officers of the Corporation shall each have such powers and duties as generally pertain to their respective offices, as well as such powers and duties as from time to time may be conferred by the Board of Directors. The Vice President or Vice Presidents, the Assistant Secretary or Assistant Secretaries and the Assistant Treasurer or Assistant Treasurers shall, in the order of their respective seniorities, in the absence or disability of the President, Secretary or Treasurer, respectively, perform the duties of such offices and shall generally assist the President, Secretary or Treasurer, respectively. Without limitation upon any of the foregoing: (a) The Chairman of the Board shall be the chief executive officer of the Corporation and shall have general supervision of the affairs of the Corporation and full control of and responsibility for said affairs. He shall preside at the meetings of shareholders and at the meetings of the Board of Directors. The President shall have the powers and duties of the Chairman at all times in the absence of such Chairman. (b) The President shall be the chief operational officer of the Corporation and shall have general supervision of the day-to-day affairs of the Corporation. (c) The Secretary shall issue notices for and keep minutes of all corporate meetings and shall have charge of the corporate seal and of all corporate books, stock books and other like records of the Corporation. (d) The Treasurer shall have custody and control of all funds and of all financial records of the Corporation. (e) Except as is otherwise required by Official Code of Ga. Ann. Section 14-2-1201, the Board of Directors by resolution and without shareholder approval may authorize any officer of officers of the Corporation to negotiate and execute contracts to buy, sell, lease or exchange or otherwise dispose of any and all of the real or personal property of the Corporation, and to negotiate and enter into loans to be secured by notes, pledges, deeds to secure debt, mortgages and/or other instruments encumbering the property of the Corporation. 6.6 Additional Powers and Duties. In addition to the foregoing especially enumerated powers and duties, the several officers of the Corporation shall have such other powers and duties as are provided for them in these by-laws or as may, from time to time, be prescribed by the Board of Directors or the Executive Committee or the Chairman of the Board. 6.7 Bonds. The Board of Directors may by resolution require any or all of the officers, agents or employees of the Corporation to give bonds to the Corporation, with sufficient surety or sureties, conditioned on the faithful performance of the duties of their respective offices or positions, and to comply with such other conditions as may from time to time be required by the Board of Directors. 6.8 Reimbursement by Officers. Any payments made to an officer of the Corporation such as salary, commission, bonus, interest or rent, or entertainment expense incurred by him, which shall be disallowed in whole or in part as a deductible expense by the Internal Revenue Service, shall be reimbursed by such officer to the Corporation to the full extent of such disallowance. It shall be the duty of the Board of Directors to enforce payment of each such amount disallowed. In lieu of payment by the officer, subject to the determination of the Board of Directors, proportionate amounts may be withheld from his future compensation payments until the amount owed to the Corporation has been recovered. ARTICLE SEVEN Dividends 7.1 Share Dividends. Unless otherwise provided in the Articles of Incorporation, shares may be issued as a share dividend pro rata and without consideration to the shareholders of the Corporation or to the shareholders of one or more classes or series. Shares of one class or series may not be issued as a share dividend in respect of another class or series unless authorized by the Articles of Incorporation or unless a majority of the votes entitled to be cast by the class or series to be issued approve the issue or unless there are no issued and outstanding shares of the class or series to be issued. 7.2 Distribution to Shareholders. The Board of Directors shall not authorize any payment of any dividend or any distribution to the shareholders of the Corporation if such dividend or distribution would prevent the Corporation from paying and discharging its debts as they become due in the usual course of business or if the Corporation's total assets would be less than the sum of the total liabilities plus the amount that would be needed should the Corporation be dissolved at the time of the distribution to satisfy the preferential rights upon dissolution of shareholders whose preferential rights would be superior to those shareholders receiving the distribution. ARTICLE EIGHT Shares 8.1 Authorization and Issuance of Shares. The par value and the maximum number of shares of any class of the Corporation which may be issued and outstanding shall be as set forth from time to time in the Articles of Incorporation of the Corporation. The Board of Directors may increase or decrease the number of issued and outstanding shares of the Corporation within the maximum authorized by the Articles of Incorporation and the minimum required by the Articles of Incorporation. 8.2 Share Certificates. Interest of each shareholder shall be evidenced by a certificate or certificates representing shares of the Corporation which shall be in such form as the Board of Directors may from time to time adopt in accordance with Georgia law. Share certificates shall be consecutively numbered, shall be in registered form, and shall indicate the date of issue and all such information shall be entered on the Corporation's books. Each certificate shall be signed by the President, or other chief executive officer, or a Vice President and the Secretary or an Assistant Secretary and shall be sealed with the seal of the Corporation or a facsimile thereof; provided, however, that where such certificate is signed by a transfer agent, or registered by a registrar other than the Corporation itself or an employee of the Corporation, the signature of any such officer may be facsimile. In case any officer or officers who shall have signed or whose facsimile signature shall have been placed upon a share certificate shall have ceased for any reason to be such officer or officers of the Corporation before such certificate is issued, such certificate may be issued by the Corporation with the same effect as if the person or persons who signed such certificate or whose facsimile signature shall have been used thereon had not ceased to be such officer or officers. 8.3 Rights of Corporation with Respect to Registered Owners. Prior to due presentation for transfer of registration of its shares, the Corporation may treat the registered owner of the shares as the person exclusively entitled to vote such shares, to receive any dividend or other distribution with respect to such shares, and for all other purposes; and the Corporation shall not be bound to recognize any equitable or other claim to or interest in such shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by law. 8.4 Transfer of Shares. Transfers of shares shall be made upon the transfer books of the Corporation, kept at the office of the transfer agent designated to transfer the shares, only upon direction of the person named in the certificate, or by an attorney lawfully constituted in writing; and before a new certificate is issued, the old certificate shall be surrendered for cancellation or, in the case of a certificate alleged to have been lost, stolen or destroyed, the provisions of Section 8.5 of these by-laws shall have been complied with. 8.5 Lost, Stolen or Destroyed Certificates. Any person claiming a share certificate to be lost, stolen or destroyed shall make an affidavit or affirmation of the fact in such manner as the Board of Directors may require and shall, if the Board of Directors so requires, give the Corporation a bond of indemnity in form and amount, and with one or more sureties satisfactory to the Board of Directors, as the Board of Directors may require, whereupon an appropriate new certificate may be issued in lieu of the one alleged to have been lost, stolen or destroyed. 8.6 Fixing of Record Date. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or entitled to received payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors may fix in advance a date as the record date, such date to be not more than 70 days prior to the date on which the particular action, requiring such determination of shareholders, is to be taken. 8.7 Record Date if None Fixed. If no record date is fixed, as provided in Section 8.6 of these by-laws, then the record date for any determination of shareholders which may be proper or required by law, shall be the date on which notice is mailed, in the case of a shareholders' meeting; the date on which the Board of Directors approves a resolution declaring a dividend, in the case of a payment of a dividend; and the date on which any other action, the consummation of which requires a determination of shareholders, is to be taken. ARTICLE NINE Indemnification and Interested Parties 9.1 Indemnification (a) The Corporation shall indemnify its officers and directors for those amounts authorized under Article 8 Part 5 of the Code; provided, however, indemnification shall only be made upon compliance with the requirements of such statutory provisions and only in those circumstances in which indemnification is authorized under those provisions; provided further, however, that the Corporation may indemnify a director pursuant to Section 14-2-856 of the Code without shareholder approval. (b) The Corporation may purchase and maintain insurance on behalf of its officers and directors against any liability asserted against such persons and incurred by such persons in any capacity, or arising out of such persons' status as described in Code Section 14-2-851, whether or not the Corporation would have the power to indemnify such persons against such liability under the laws of the State of Georgia. (c) The Corporation may pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding provided for hereunder in advance of a final disposition of the proceeding if the director submits to the Secretary of the Corporation a written request which complies with the requirements set forth in Code Section 14-2-853. The Secretary of the Corporation shall promptly upon receipt of such a request for indemnification, advise the Board of Directors in writing that such director has requested indemnification, and the determination of such director's entitlement to indemnification shall be made within a reasonable time after the receipt of such written request by the Board of Directors. (d) The indemnification and advancement of expenses provided by or granted pursuant to this Section 9.1 shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors, and administrators of such a person. 9.2 Interested Directors and Officers. (a) No contract or transaction between the Corporation and one or more of its directors or officers, or between the Corporation and any other corporation, partnership, association, or other organization in which one or more of its directors or officers are directors or officers or have a financial interest, shall be enjoined, set aside or give rise to an award of damages or other sanctions, in an action by a shareholder or by or in the right of the Corporation, on the grounds of an interest in the transaction of the director or any person with whom or which he has a personal, economic, or other association, if: (1) such transaction is approved by the directors pursuant to Code Section 14- 2-862; (2) such transaction is approved by the shareholders pursuant to Code Section 14-2-863; or (3) the transaction, judged in the circumstances at the time of the commitment, is established to have been fair to the Corporation. (b) Except when the Board consists of less than three (3) directors, a majority (but not less than two) of all the "qualified directors" (as such term is defined in Section 14-2-862 of the Code) on the Board, or on the committee thereof, shall constitute a quorum for purposes of action that complies with Section 9.2(a)(1) of these by-laws. Director's action that otherwise complies with the Code and these by-laws is not affected by the presence or vote of a director who is not a "qualified director." ARTICLE TEN Miscellaneous 10.1 Inspection of Books and Records, The Board of Directors shall have power to determine which accounts, books and records of the Corporation shall be open to the inspection of shareholders, except such as may by law be specifically open to inspection, and shall have power to fix reasonable rules and regulations not in conflict with the applicable law for the inspection of accounts, books and records which by law or by determination of the Board of Directors shall be open to inspection. 10.2 Fiscal Year. The Board of Directors is authorized to fix the fiscal year of the Corporation and to change the same from time to time as it deems appropriate, but unless otherwise so determined shall begin on the first day of January in each year and shall end on the last day of December in the same year. 10.3 Seal. The seal of the Corporation shall consist of an impression bearing the name of the Corporation around the perimeter and the word "Seal" and such other information, including the year of incorporation, in the center thereof as is desired. In lieu thereof, the Corporation may use an impression or writing bearing the words "CORPORATE SEAL" enclosed in parentheses or scroll, which shall also be deemed the seal of the Corporation. 10.4 Annual Statements. Not later than four months after the close of each fiscal year, and in any case prior to the next annual meeting of shareholders, the Corporation shall prepare (a) a balance sheet showing in reasonable detail the financial condition of the Corporation as of the close of its fiscal year, and (b) a profit and loss statement showing the results of its operations during its fiscal year. Upon receipt of written request, the Corporation promptly shall mail to any shareholder of record a copy of the most recent such balance sheet and profit and loss statement. 10.5 Execution of Documents. No attestation by the Secretary or an Assistant Secretary shall be necessary to make any contract, conveyance or other document valid and legally binding which has been executed by and on behalf of the Corporation by an officer or officers thereunto duly authorized in the manner provided for in these by-laws. ARTICLE ELEVEN Amendments 11.1 Power to Amend By-Laws. The Board of Directors shall have power to alter, amend or repeal these by-laws or adopt new by-laws, but any by-laws adopted by the Board of Directors may be altered, amended or repealed, and new by-laws adopted by the shareholders. The shareholders may prescribe that any by-law or by-laws adopted by them shall not be altered, amended or repealed by the Board of Directors. 11.2 Conditions. Action taken by the shareholders with respect to by-laws shall be taken by an affirmative vote of a majority of all shares entitled to elect directors, and action by the Board of Directors with respect to by-laws shall be taken by an affirmative vote of a majority of all directors then holding office. I hereby certify that the foregoing Amended and Restated By-Laws were duly adopted by the Board of Directors of the Corporation as of March 5, 2001. ------------------------------------- Sam H. Dabbs, Jr. Assistant Secretary EX-99.2BYLAWS 4 exhibit_b50.txt BYLAWS Exhibit B-50 Amended February 17, 1998 SOUTHERN TELECOM, INC. * * * * * B Y L A W S * * * * * ARTICLE I OFFICES Section 1. The registered office shall be in the City of Wilmington, County of New Castle, State of Delaware. Section 2. The corporation may also have offices at such other places both within and without the State of Delaware as the board of directors may from time to time determine or the business of the corporation may require. ARTICLE II MEETINGS OF STOCKHOLDERS Section 1. All meetings of the stockholders for the election of directors shall be held at such place as may be fixed from time to time by the board of directors, or at such other place either within or without the State of Delaware as shall be designated from time to time by the board of directors and stated in the notice of the meeting. Meetings of stockholders for any other purpose may be held at such time and place, within or without the State of Delaware, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof. Section 2. Annual meetings of stockholders shall be held at such date and time as shall be designated from time to time by the board of directors and stated in the notice of the meeting, at which they shall elect by a plurality vote a board of directors, and transact such other business as may properly be brought before the meeting. Section 3. Written notice of the annual meeting stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such meeting not less than ten (10) nor more than sixty (60) days before the date of the meeting. Section 4. The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. Section 5. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the certificate of incorporation, may be called by the president and shall be called by the president or secretary at the request in writing of a majority of the board of directors, or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting. Section 6. Written notice of a special meeting stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called, shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting, to each stockholder entitled to vote at such meeting. Section 7. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice. Section 8. The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the certificate of incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. Section 9. When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of the statutes or of the certificate of incorporation, a different vote is required in which case such express provision shall govern and control the decision of such question. Section 10. Unless otherwise provided in the certificate of incorporation or in an agreement among shareholders as permitted under the General Corporation Law of the State of Delaware (the "Delaware Corporation Law"), each stockholder shall at every meeting of the stockholders be entitled to one vote in person or by proxy for each share of the capital stock having voting power held by such stockholder, but no proxy shall be voted on after three years from its date, unless the proxy provides for a longer period. Section 11. Unless otherwise provided in the certificate of incorporation, any action required to be taken at any annual or special meeting of stockholders of the corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing. ARTICLE III DIRECTORS Section 1. The number of directors which shall constitute the whole board shall be not less than one (1) nor more than fifteen (15). The initial board shall consist of one (1) director. Thereafter, within the limits above specified, the number of directors shall be determined by resolution of the board of directors or by the stockholders at the annual meeting. The directors shall be elected at the annual meeting of the stockholders, except as provided in Section 2 of this Article, and each director elected shall hold office until his successor is elected and qualified. Directors need not be stockholders. Section 2. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and shall qualify, unless sooner displaced. If there are no directors in office, then an election of directors may be held in the manner provided by statute. If, at the time of filling any vacancy or any newly created directorship, the directors then in office shall constitute less than a majority of the whole board (as constituted immediately prior to any such increase), the Court of Chancery may, upon application of any stockholder or stockholders holding at least ten percent of the total number of the shares at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office. Section 3. The business of the corporation shall be managed by or under the direction of its board of directors which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the certificate of incorporation or by these by-laws directed or required to be exercised or done by the stockholders. MEETINGS OF THE BOARD OF DIRECTORS Section 4. The board of directors of the corporation may hold meetings, both regular and special, either within or without the State of Delaware. Section 5. The first meeting of each newly elected board of directors shall be held at such time and place as shall be fixed by the vote of the stockholders at the annual meeting and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present. In the event of the failure of the stockholders to fix the time or place of such first meeting of the newly elected board of directors, or in the event such meeting is not held at the time and place so fixed by the stockholders, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the board of directors, or as shall be specified in a written waiver signed by all of the directors. Section 6. Regular meetings of the board of directors may be held without notice at such time and at such place as shall from time to time be determined by the board. Section 7. Special meetings of the board may be called by the president on 2 days' notice to each director, either personally or by mail or by telegram; special meetings shall be called by the president or secretary in like manner and on like notice on the written request of two directors unless the board consists of only one director; in which case special meetings shall be called by the president or secretary in like manner and on like notice on the written request of the sole director. Section 8. At all meetings of the board a majority of the directors shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the board of directors, except as may be otherwise specifically provided by statute or by the certificate of incorporation. If a quorum shall not be present at any meeting of the board of directors the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. Section 9. Unless otherwise restricted by the certificate of incorporation or these by-laws, any action required or permitted to be taken at any meeting of the board of directors or of any committee thereof may be taken without a meeting, if all members of the board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the board or committee. Section 10. Unless otherwise restricted by the certificate of incorporation or these by-laws, members of the board of directors, or any committee designated by the board of directors, may participate in a meeting of the board of directors, or any committee, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting. COMMITTEES OF DIRECTORS Section 11. The board of directors may, by resolution passed by a majority of the whole board, designate one or more committees, each committee to consist of one or more of the directors of the corporation. The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. Any such committee, to the extent provided in the resolution of the board of directors, shall have and may exercise all the powers and authority of the board of directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the certificate of incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the corporation's property and assets, recommending to the stockholders a dissolution of the corporation or a revocation of a dissolution, or amending the by-laws of the corporation; and, unless the resolution or the certificate of incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock or to adopt a certificate of ownership and merger. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the board of directors. Section 12. Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required. COMPENSATION OF DIRECTORS Section 13. Unless otherwise restricted by the certificate of incorporation or these by-laws, the board of directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the board of directors and may be paid a fixed sum for attendance at each meeting of the board of directors or a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings. REMOVAL OF DIRECTORS Section 14. Unless otherwise restricted by the certificate of incorporation or by law, any director of the entire board of directors may be removed, with or without cause, by the holders of a majority of shares entitled to vote at an election of directors. ARTICLE IV NOTICES Section 1. Whenever, under the provisions of the statutes or of the certificate of incorporation or of these by-laws, notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or stockholder, at his address as it appears on the records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to directors may also be given by telegram. Section 2. Whenever any notice is required to be given under the provisions of the statutes or of the certificate of incorporation or of these by-laws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto. ARTICLE V OFFICERS Section 1. The officers of the corporation shall be chosen by the board of directors and shall be at a minimum a president, secretary and treasurer. The board of directors may also choose one or more vice-presidents, assistant secretaries and assistant treasurers. Any number of offices may be held by the same person, unless the certificate of incorporation or these by-laws otherwise provide. Section 2. The board of directors at its first meeting after each annual meeting of stockholders shall choose a president, one or more vice-presidents, a secretary and a treasurer. Section 3. The board of directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board. Section 4. The salaries of all officers and agents of the corporation shall be fixed by the board of directors. Section 5. The officers of the corporation shall hold office until their successors are chosen and qualified. Any officer elected or appointed by the board of directors may be removed at any time by the affirmative vote of a majority of the board of directors. Any vacancy occurring in any office of the corporation shall be filled by the board of directors. THE PRESIDENT Section 6. The president shall be the chief executive officer of the corporation, shall preside at all meetings of the stockholders and the board of directors, shall have general and active management of the business of the corporation and shall see that all orders and resolutions of the board of directors are carried into effect. Section 7. The president shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation. THE VICE-PRESIDENTS Section 8. In the absence of the president or in the event of his inability or refusal to act, the vice-president (or in the event there be more than one vice-president, the vice-presidents in the order designated by the directors, or in the absence of any designation, then in the order of their election) shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president. The vice-presidents shall perform such other duties and have such other powers as the board of directors may from time to time prescribe. THE SECRETARY AND ASSISTANT SECRETARY Section 9. The secretary shall attend all meetings of the board of directors and all meetings of the stockholders and record all the proceedings of the meetings of the corporation and of the board of directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision he shall be. He shall have custody of the corporate seal of the corporation and he, or an assistant secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by his signature or by the signature of such assistant secretary. The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his signature. Section 10. The assistant secretary, or if there be more than one, the assistant secretaries in the order determined by the board of directors (or if there be no such determination, then in the order of their election) shall, in the absence of the secretary or in the event of his inability or refusal to act, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe. THE TREASURER AND ASSISTANT TREASURERS Section 11. The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors. Section 12. The treasurer shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the president and the board of directors, at its regular meetings, or when the board of directors so requires, an account of all his transactions as treasurer and of the financial condition of the corporation. Section 13. If required by the board of directors, he shall give the corporation a bond (which shall be renewed every six years) in such sum and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of his office and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation. Section 14. The assistant treasurer, or if there shall be more than one, the assistant treasurers in the order determined by the board of directors (or if there be no such determination, then in the order of their election) shall, in the absence of the treasurer or in the event of his inability or refusal to act, perform the duties and exercise the powers of the treasurer and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe. Section 15. Each officer of the corporation shall have the authority to execute and deliver any and all applications and filings as are necessary to be filed with federal, state and local regulatory agencies on behalf of the corporation. ARTICLE VI CERTIFICATES FOR SHARES Section 1. The shares of the corporation shall be represented by a certificate or shall be uncertificated. Certificates shall be signed by, or in the name of the corporation by, the chairman or vice-chairman of the board of directors, or the president or a vice-president and the treasurer or an assistant treasurer, or the secretary or an assistant secretary of the corporation. Within a reasonable time after the issuance or transfer of uncertificated stock, the corporation shall send to the registered owner thereof a written notice containing the information required to be set forth or stated on certificates pursuant to the Delaware Corporate Law Sections 151, 156, 202(a) or 218(a) or a statement that the corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. Section 2. Any of or all the signatures on a certificate may be facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue. LOST CERTIFICATES Section 3. The board of directors may direct a new certificate or certificates or uncertificated shares to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates or uncertificated shares, the board of directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or to give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost, stolen or destroyed. TRANSFER OF STOCK Section 4. Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books. Upon receipt of proper transfer instructions from the registered owner of uncertificated shares such uncertificated shares shall be cancelled and issuance of new equivalent uncertificated shares or certificated shares shall be made to the person entitled thereto and the transaction shall be recorded upon the books of the corporation. FIXING RECORD DATE Section 5. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the board of directors may fix, in advance, a record date, which shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting: provided, however, that the board of directors may fix a new record date for the adjourned meeting. REGISTERED STOCKHOLDERS Section 6. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware. ARTICLE VII INDEMNIFICATION Section 1. Each person who is or was a director of the corporation or officer or employee of the corporation holding one or more positions of management through and inclusive of Project Managers and Business Development Managers (but not positions below the level of such managers) (such positions being hereinafter referred to as "Management Positions") and who was or is a party or was or is threatened to be made a party to any threatened, pending or completed claim, action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director of the corporation or officer or employee of the corporation holding one or more Management Positions, or is or was serving at the request of the corporation as a director, alternate director, officer, employee, agent or trustee of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, shall be indemnified by the corporation as a matter of right against any and all expenses (including attorneys' fees) actually and reasonably incurred by him and against any and all claims, judgments, fines, penalties, liabilities and amounts paid in settlement actually incurred by him in defense of such claim, action, suit or proceeding, including appeals, to the full extent permitted by applicable law. The indemnification provided by this section shall inure to the benefit of the heirs, executors and administrators of such person. Section 2. Expenses (including attorneys' fees) incurred by a director of the corporation or officer or employee of the corporation holding one or more Management Positions with respect to the defense of any such claim, action, suit or proceeding may be advanced by the corporation prior to the final disposition of such claim, action, suit or proceeding, as authorized by the board of directors in the specific case, upon receipt of an undertaking by or on behalf of such person to repay such amount unless it shall ultimately be determined that such person is entitled to be indemnified by the corporation under these by-laws or otherwise; provided, however, that the advancement of such expenses shall not be deemed to be indemnification unless and until it shall ultimately be determined that such person is entitled to be indemnified by the corporation. Section 3. The corporation may purchase and maintain insurance at the expense of the corporation on behalf of any person who is or was a director, officer, employee or agent of the corporation, or any person who is or was serving at the request of the corporation as a director (or the equivalent), alternate director, officer, employee, agent or trustee of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against any liability or expense (including attorneys' fees) asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability or expense under these by-laws or otherwise. Section 4. Without limiting the generality of the foregoing provisions, no present or future director or officer of the corporation, or his heirs, executors, or administrators, shall be liable for any act, omission, step, or conduct taken or had in good faith, which is required, authorized, or approved by any order or orders issued pursuant to the Public Utility Holding Company Act of 1935, the Federal Power Act, or any federal or state statute or municipal ordinance regulating the corporation or its parent by reason of their being holding or investment companies, public utility companies, public utility holding companies, or subsidiaries of public utility holding companies. In any action, suit, or proceeding based on any act, omission, step, or conduct, as in this paragraph described, the provisions hereof shall be brought to the attention of the court. In the event that the foregoing provisions of this paragraph are found by the court not to constitute a valid defense on the grounds of not being applicable to the particular class of plaintiff, each such director and officer, and his heirs, executors, and administrators, shall be reimbursed for, or indemnified against, all expenses and liabilities incurred by him or imposed on him, in connection with, or arising out of, any such action, suit, or proceeding based on any act, omission, step, or conduct taken or had in good faith as in this paragraph described. Such expenses and liabilities shall include, but shall not be limited to, judgments, court costs, and attorneys' fees. Section 5. The foregoing rights shall not be exclusive of any other rights to which any such director or officer or employee may otherwise be entitled and shall be available whether or not the director or officer or employee continues to be a director or officer or employee at the time of incurring any such expenses and liabilities. Section 6. If any word, clause or provision of the by-laws or any indemnification made under Article VII hereof shall for any reason be determined to be invalid, the provisions of the by-laws shall not otherwise be affected thereby but shall remain in full force and effect. The masculine pronoun, as used in the by-laws, means the masculine and feminine wherever applicable. ARTICLE VIII GENERAL PROVISIONS DIVIDENDS Section 1. Dividends upon the capital stock of the corporation, subject to the provisions of the certificate of incorporation, if any, may be declared by the board of directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the certificate of incorporation. Section 2. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created. ANNUAL STATEMENT Section 3. The board of directors shall present at each annual meeting, and at any special meeting of the stockholders when called for by vote of the stockholders, a full and clear statement of the business and condition of the corporation. CHECKS Section 4. All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the board of directors may from time to time designate. FISCAL YEAR Section 5. The fiscal year of the corporation shall be fixed by resolution of the board of directors. SEAL Section 6. The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the words "Corporate Seal, Delaware". The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise. ARTICLE IX AMENDMENTS Section 1. These by-laws may be altered, amended or repealed or new by-laws may be adopted by the stockholders or by the board of directors, when such power is conferred upon the board of directors by the certificate of incorporation at any regular meeting of the stockholders or of the board of directors or at any special meeting of the stockholders or of the board of directors if notice of such alteration, amendment, repeal or adoption of new by-laws be contained in the notice of such special meeting. If the power to adopt, amend or repeal by-laws is conferred upon the board of directors by the certificate of incorporation it shall not divest or limit the power of the stockholders to adopt, amend or repeal by-laws. I hereby certify that the foregoing Amended By-Laws were duly adopted by the sole Director of the Corporation on Februray 17, 1998. [SEAL] --------------------------------------- Assistant Secretary EX-99.A4OTHERAGRMT 5 exhibit_d2.txt TAX INDEMNIFICATION AGREEMENT Exhbit D-2 INCOME TAX ALLOCATION AGREEMENT EIGHTY-SEVENTH AMENDMENT Southern Energy Arkansas Investments, Inc. was incorporated in 2000 and is wholly owned by Southern Energy North America, Inc. Southern Energy Arkansas Investments, Inc. does hereby declare and agree to the terms and conditions provided in the Income Tax Allocation Agreement dated December 29, 1981, as amended on April 19, 1988. Effective Date This Agreement is effective for the Consolidated Tax reflected on the Consolidated Tax Return for 2000. IN WITNESS HEREOF, this Agreement has been executed, as of the _______day of January, 2001. ATTEST Southern Energy Arkansas Investments, Inc. __________________________________ BY: _________________________________ INCOME TAX ALLOCATION AGREEMENT EIGHTY-EIGHTH AMENDMENT Southern Energy Wrightsville (GP), Inc. was incorporated in 2000 and is wholly owned by Southern Energy North America, Inc. Southern Energy Wrightsville (GP), Inc. does hereby declare and agree to the terms and conditions provided in the Income Tax Allocation Agreement dated December 29, 1981, as amended on April 19, 1988. Effective Date This Agreement is effective for the Consolidated Tax reflected on the Consolidated Tax Return for 2000. IN WITNESS HEREOF, this Agreement has been executed, as of the _______day of January, 2001. ATTEST Southern Energy Wrightsville (GP), Inc. __________________________________ BY: _________________________________ INCOME TAX ALLOCATION AGREEMENT EIGHTY-NINTH AMENDMENT Southern Energy Nevada Investments Holdings, Inc. was incorporated in 2000 and is wholly owned by Southern Energy North America, Inc. Southern Energy Nevada Investments Holdings, Inc. does hereby declare and agree to the terms and conditions provided in the Income Tax Allocation Agreement dated December 29, 1981, as amended on April 19, 1988. Effective Date This Agreement is effective for the Consolidated Tax reflected on the Consolidated Tax Return for 2000. IN WITNESS HEREOF, this Agreement has been executed, as of the _______day of January, 2001. ATTEST Southern Energy Nevada Investments Holding, Inc. __________________________________ BY: _________________________________ INCOME TAX ALLOCATION AGREEMENT NINTIETH AMENDMENT Southern Energy Nevada (GP), Inc. was incorporated in 2000 and is wholly owned by Southern Energy North America, Inc. Southern Energy Nevada (GP), Inc. does hereby declare and agree to the terms and conditions provided in the Income Tax Allocation Agreement dated December 29, 1981, as amended on April 19, 1988. Effective Date This Agreement is effective for the Consolidated Tax reflected on the Consolidated Tax Return for 2000. IN WITNESS HEREOF, this Agreement has been executed, as of the _______day of January, 2001. ATTEST Southern Energy Nevada (GP), Inc. __________________________________ BY: _________________________________ INCOME TAX ALLOCATION AGREEMENT NINETY-FIRST AMENDMENT SEI Illinois, Inc. was incorporated in 2000 and is wholly owned by Southern Energy North America, Inc. SEI Illinois, Inc. does hereby declare and agree to the terms and conditions provided in the Income Tax Allocation Agreement dated December 29, 1981, as amended on April 19, 1988. Effective Date This Agreement is effective for the Consolidated Tax reflected on the Consolidated Tax Return for 2000. IN WITNESS HEREOF, this Agreement has been executed, as of the _______day of January, 2001. ATTEST SEI Illinois, Inc. __________________________________ BY: _________________________________ INCOME TAX ALLOCATION AGREEMENT NINETY-SECOND AMENDMENT SEI Sugar Creek (GP), Inc. was incorporated in 2000 and is wholly owned by Southern Energy North America, Inc. SEI Sugar Creek (GP), Inc. does hereby declare and agree to the terms and conditions provided in the Income Tax Allocation Agreement dated December 29, 1981, as amended on April 19, 1988. Effective Date This Agreement is effective for the Consolidated Tax reflected on the Consolidated Tax Return for 2000. IN WITNESS HEREOF, this Agreement has been executed, as of the _______day of January, 2001. ATTEST SEI Sugar Creek (GP), Inc. __________________________________ BY: _________________________________ INCOME TAX ALLOCATION AGREEMENT NINETY-THIRD AMENDMENT SEI Sugar Creek Holdings, Inc. was incorporated in 2000 and is wholly owned by Southern Energy North America, Inc. SEI Sugar Creek Holdings, Inc. does hereby declare and agree to the terms and conditions provided in the Income Tax Allocation Agreement dated December 29, 1981, as amended on April 19, 1988. Effective Date This Agreement is effective for the Consolidated Tax reflected on the Consolidated Tax Return for 2000. IN WITNESS HEREOF, this Agreement has been executed, as of the _______day of January, 2001. ATTEST SEI Sugar Creek Holdings, Inc. __________________________________ BY: _________________________________ INCOME TAX ALLOCATION AGREEMENT NINETY-FOURTH AMENDMENT Hudson Valley Gas Corporation was incorporated in 2000 and is equally owned by Southern Energy New York G.P., Inc. and Southern Energy Hudson Valley Investments, Ltd. Hudson Valley Gas Corporation does hereby declare and agree to the terms and conditions provided in the Income Tax Allocation Agreement dated December 29, 1981, as amended on April 19, 1988. Effective Date This Agreement is effective for the Consolidated Tax reflected on the Consolidated Tax Return for 2000. IN WITNESS HEREOF, this Agreement has been executed, as of the _______day of January, 2001. ATTEST Hudson Valley Gas Corporation __________________________________ BY: _________________________________ INCOME TAX ALLOCATION AGREEMENT NINETY-FIFTH AMENDMENT Southern Energy Potomoc Investments, Inc. was incorporated in 2000 and is wholly owned by Southern Energy North America Generating, Inc. Southern Energy Potomoc Investments, Inc. does hereby declare and agree to the terms and conditions provided in the Income Tax Allocation Agreement dated December 29, 1981, as amended on April 19, 1988. Effective Date This Agreement is effective for the Consolidated Tax reflected on the Consolidated Tax Return for 2000. IN WITNESS HEREOF, this Agreement has been executed, as of the _______day of January, 2001. ATTEST Southern Energy Potomoc Investments, Inc. __________________________________ BY: _________________________________ INCOME TAX ALLOCATION AGREEMENT NINETY-SIXTH AMENDMENT Southern Energy PJM (GP), Inc. was incorporated in 2000 and is wholly owned by Southern Energy North America Generating, Inc. Southern Energy PJM (GP), Inc. does hereby declare and agree to the terms and conditions provided in the Income Tax Allocation Agreement dated December 29, 1981, as amended on April 19, 1988. Effective Date This Agreement is effective for the Consolidated Tax reflected on the Consolidated Tax Return for 2000. IN WITNESS HEREOF, this Agreement has been executed, as of the _______day of January, 2001. ATTEST Southern Energy PJM (GP), Inc. __________________________________ BY: _________________________________ INCOME TAX ALLOCATION AGREEMENT NINETY-SEVENTH AMENDMENT SE Capital Partners, Inc. was incorporated in 2000 and is wholly owned by Southern Energy, Inc. SE Capital Partners, Inc. does hereby declare and agree to the terms and conditions provided in the Income Tax Allocation Agreement dated December 29, 1981, as amended on April 19, 1988. Effective Date This Agreement is effective for the Consolidated Tax reflected on the Consolidated Tax Return for 2000. IN WITNESS HEREOF, this Agreement has been executed, as of the _______day of January, 2001. ATTEST SE Capital Partners, Inc. __________________________________ BY: _________________________________ INCOME TAX ALLOCATION AGREEMENT NINETY-EIGHTH AMENDMENT Nevada Power Services, Inc. was incorporated in 2000 and is wholly owned by Southern Energy, Inc. Nevada Power Services, Inc. does hereby declare and agree to the terms and conditions provided in the Income Tax Allocation Agreement dated December 29, 1981, as amended on April 19, 1988. Effective Date This Agreement is effective for the Consolidated Tax reflected on the Consolidated Tax Return for 2000. IN WITNESS HEREOF, this Agreement has been executed, as of the _______day of January, 2001. ATTEST Nevada Power Services, Inc. __________________________________ BY: _________________________________ INCOME TAX ALLOCATION AGREEMENT NINETY-NINTH AMENDMENT Reese Communication, Inc. was purchased in 2000 and is wholly owned by Southern Communication Services, Inc. Reese Communication, Inc. does hereby declare and agree to the terms and conditions provided in the Income Tax Allocation Agreement dated December 29, 1981, as amended on April 19, 1988. Effective Date This Agreement is effective for the Consolidated Tax reflected on the Consolidated Tax Return for 2000. IN WITNESS HEREOF, this Agreement has been executed, as of the _______day of March, 2001. ATTEST Reese Communication, Inc. __________________________________ BY: _________________________________ EX-99 6 exhibit_g.txt ORGANIZATION CHART Exhibit G ORGANIZATIONAL CHART THE SOUTHERN COMPANY SOUTHERN ENERGY FINANCE CAPITAL CORPORATION SOUTHERN ENERGY FINANCE COMPANY, INC. EPZ Lease, Inc. EPZ Lease, L.L.C. EPZ Lease Holding A, L.L.C. EPZ Lease Trust A EPZ Lease Holding B, L.L.C. EPZ Lease Trust B EPZ Lease Holding C, L.L.C. EPZ Lease Trust C Dutch Gas Lease, Inc. Dutch Gas Lease, L.L.C. Dutch Gas Lease Holding A, L.L.C. Dutch Gas Lease Trust A Dutch Gas Lease Holding B, L.L.C. Dutch Gas Lease Trust B Dutch Gas Lease Holding C, L.L.C. Dutch Gas Lease Trust C GAMOG Lease, Inc. GAMOG Lease Holding , L.L.C. GAMOG Trust GAMOG Lease Holding , L.L.C. GAMOG Trust GAMOG Lease Holding , L.L.C. GAMOG Trust NUON Lease, Inc. NUON Lease Holding D, L.L.C. NUON Trust D NUON Lease Holding E, L.L.C. NUON Trust E NUON Lease Holding F, L.L.C. NUON Trust F Southern Energy Clairton, Inc. Southern Energy Clairton, L.L.C. Southern Energy Clairton 2, Inc. Southern Energy Carbontronics, Inc. Southern Energy Carbontronics LLC -----END PRIVACY-ENHANCED MESSAGE-----