-----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, R/9bn0vVxDeD2/s73RiCz+kfRAfJrgM6iYxt2XloazhhNvamSdnllaTpOlqcgJZQ 1jWUHGzvgFg+s6xYTAehjg== 0000092122-97-000027.txt : 19970502 0000092122-97-000027.hdr.sgml : 19970502 ACCESSION NUMBER: 0000092122-97-000027 CONFORMED SUBMISSION TYPE: U5S PUBLIC DOCUMENT COUNT: 21 CONFORMED PERIOD OF REPORT: 19961231 FILED AS OF DATE: 19970501 SROS: NYSE 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: 1935 Act SEC FILE NUMBER: 001-03526 FILM NUMBER: 97592810 BUSINESS ADDRESS: STREET 1: 64 PERIMETER CENTER EAST CITY: ATLANTA STATE: GA ZIP: 30346 BUSINESS PHONE: 770-393-06 MAIL ADDRESS: STREET 1: 64 PERIMETER CENTER EAST CITY: ATLANTA STATE: GA ZIP: 30346 U5S 1 1996 FORM U5S SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 ---------------- FORM U5S ANNUAL REPORT For the Fiscal Year Ended December 31, 1996 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 1996 TABLE OF CONTENTS ----------------- ITEM PAGE NUMBER ------ ----------- 1. System Companies and Investments Therein as of December 31, 1996 1 2. Acquisitions or Sales of Utility Assets 4 3 Issue, Sale, Pledge, Guarantee or Assumptions of System Securities 4 4. Acquisition, Redemption or Retirement of System Securities 5 5. Investments in Securities of Nonsystem Companies 7 6. Officers and Directors 8 7. Contributions and Public Relations 39 8. Service, Sales and Construction Contracts 42 9. Wholesale Generators and Foreign Utility Companies 43 10. Financial Statements and Exhibits A i
ITEMS ITEM 1. SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF DECEMBER 31, 1996. - -------------------------------------------------------------------------- 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 $2,714,277 $2,714,277 Alabama Property Company 1,000 100 8,417 8,417 Alabama Power Capital Trust I (ALABAMA TRUST I) n/a n/a 3,000 3,000 Southern Electric Generating Company (SEGCO) (a) 164,000 50 26,032 26,032 ENERGIA DE NUEVO LEON, S. A. DE C. V. 358 33 1/3 - - GEORGIA POWER COMPANY (GEORGIA) 7,761,500 100 4,154,281 4,154,281 SEGCO (a) 164,000 50 26,032 26,032 Piedmont-Forrest Corporation (PIEDMONT) 100,000 100 8,646 8,646 12,599 (b) 12,599 Georgia Power LP Holdings Corp. (GEORGIA POWER HOLDINGS) 500 100 - - Georgia Power Capital, L.P. (GEORGIA CAPITAL) n/a n/a 3,660 3,660 Georgia Power Capital Trust I (GEORGIA TRUST I) n/a n/a 7,093 7,093 GULF POWER COMPANY (GULF) 992,717 100 435,758 435,758 MISSISSIPPI POWER COMPANY (MISSISSIPPI) 1,121,000 100 383,734 383,734 MOBILE ENERGY SERVICES HOLDINGS, INC. (MESH) 1,000 100 31,374 31,374 Mobile Energy Services Company, LLC (MESCO) n/a 99 62,908 62,908
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ITEM 1. SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF DECEMBER 31, 1996. - ------------------------------------------------------------------------- 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 ------------- SAVANNAH ELECTRIC AND POWER COMPANY (SAVANNAH) 10,844,635 100 $172,284 $172,284 SEI HOLDINGS, INC. (SEIH) 1,000 100 987,712 987,712 ASOCIADOS DE ELECTRICIDAD 11,999 (c) (d) (d) SEI Y ASOCIADOS DE ARGENTINA S. A. 9,840,000 (c) (d) (d) Hidroelectrica Alicura, S. A. 166,380,000 (c) (d) (d) SOUTHERN ELECTRIC, INC. 1,000 100 17 17 SOUTHERN ENERGY FINANCE COMPANY, INC. (e) 1,000 100 13,993 13,993 EPZ Lease, Inc. (e) 1,000 (c) (d) (d) EPZ Lease, L.L.C. (e) None (c) (d) (d) EPZ Lease Holding A, L.L.C. (e) None (c) (d) (d) EPZ Lease Holding B, L.L.C. (e) None (c) (d) (d) EPZ Lease Holding C, L.L.C. (e) None (c) (d) (d) SOUTHERN ENERGY, INC. (Southern Energy) 1,000 100 2,421 2,421 SEI Operadora de Argentina, S. A. 11,999 (c) (d) (d) Southern Electric International- Asia, Inc 1,000 (c) (d) (d) Southern Electric International, GmbH 500 (c) (d) (d) SOUTHERN ENERGY INTERNATIONAL, 1,000 100 792,139 792,139 INC. (Formerly SEI Newco 1, Inc.) SOUTHERN ENERGY - ASIA, INC. 1,000 100 107,641 107,641 SOUTHERN ENERGY - NEWCO 2, INC. 1,000 100 170,389 170,389 SEI Chile, S. A. 999 (c) (d) (d) Inversiones SEI Chile Limitada n/a (c) (d) (d) Empresa Electrica del Norte Grande, S. A. (Edelnor) 158,643,607 (c) (d) (d) Sitranor S. A. n/a (c) (d) (d) Electrica SEI Chile Limitada n/a (c) (d) (d) Energia Del Pacifico S. A. 1,000 (c) (d) (d) Cayman Energy Traders 1 (c) (d) (d) SEI Beteiligungs GmbH 1 (c) (d) (d) P. T. Tarahan Power Company n/a (c) (d) (d) Southern Electric Bahamas Holdings, Ltd. 1,000 100 31,061 31,061 Southern Electric Bahamas, Ltd. 5,000 (c) (d) (d) ICD Utilities Limited 2,500,000 (c) (d) (d) Freeport Power Company Limited 910,809 (c) (d) (d)
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ITEM 1. SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF DECEMBER 31, 1996. - ------------------------------------------------------------------------- (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 ELECTRIC INTERNATIONAL- EUROPE, INC. 1,000 100 $475,413 $475,413 The Southern Company - Europe plc 50,000 (c) (d) (d) Southern Electric International Finance, Inc. 1,000 (c) (d) (d) Southern Electric International - Europe Limited 2 (c) (d) (d) Southern Electric International - Netherlands B.V. 55 (c) (d) (d) Zamojska Spolka Energetycnza Sp. z.o.o. n/a (c) (d) (d) Southern Investments UK Holdings Limited 150,000 (c) (d) (d) Southern Investments UK plc 500,400,587 (c) (d) (d) South Western Electricity plc 113,989,525 (c) (d) (d) SOUTHERN ELECTRIC BRASIL PARTICIPACOES LTDA. 1,000 (c) (d) (d) Southern Energy E Associados Participacoes, S. A. 999 (c) (d) (d) SOUTHERN ELECTRIC INTERNATIONAL TRINIDAD, INC. 1,000 100 37,411 37,411 The Power Generation Company of Trinidad and Tobago Limited 188,370,000 (c) (d) (d) SOUTHERN ENERGY NORTH AMERICA, INC. (Formerly Southern Wholesale Generators, Inc.) 500 100 6,388 6,388 SEI Birchwood, Inc. 1,000 (c) (d) (d) Birchwood Power Partners, L. P. n/a (c) (d) (d) Greenhost, Inc. 50 50 (d) (d) SEI Hawaiian Cogenerators, Inc. 1,000 (c) (d) (d) SEI State Line, Inc. (f) 1,000 (c) (d) (d) State Line Energy, L.L.C. (g) n/a (c) (d) (d) Southern Energy - Cajun, Inc. (h) 10,000 (c) (d) (d) Southern Energy Trading and Marketing, Inc. 1,000 (c) (d) (d) SOUTHERN COMPANY SERVICES, INC. (SCS) 14,500 100 875 875 SOUTHERN COMMUNICATIONS SERVICES, INC. (Southern Communications) 500 100 132,303 132,303 SOUTHERN ELECTRIC RAILROAD COMPANY (SERC) 5,000 100 5 5
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ITEM 1. SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF DECEMBER 31, 1996. - ------------------------------------------------------------------------- (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 INFORMATION HOLDING COMPANY, INC. (f) 1,000 100 $ 5 $ 5 Southern Information 1, Inc. (f) 1,000 100 1 1 Southern Information 2, Inc. (f) 1,000 100 1 1 SOUTHERN NUCLEAR OPERATING COMPANY, INC. (Southern Nuclear) 1,000 100 1,869 1,869 5,000 (i) 5,000 SOUTHERN TELECOM HOLDING COMPANY, INC. (f) 1,000 100 203 203 Southern Telecom 1, Inc. (f) 1,000 100 171 171 Southern Telecom 2, Inc. (f) 1,000 100 1 1 THE SOUTHERN DEVELOPMENT AND INVESTMENT GROUP, INC. (Southern 500 100 14,620 14,620 Development) Notes to Item 1: (a) SEGCO is 50% owned by ALABAMA and 50% owned by GEORGIA. The amounts shown reflect the respective ownership interests of each company. (b) Promissory note due on demand; interest rate, based on GEORGIA's embedded cost of capital, was 9.90% at January 1, 1997. (c) This information is contained in Item 9, Part I(a). (d) This information is filed confidentially pursuant to Rule 104. (e) Incorporated in Delaware in December 1996. (f) Incorporated in Delaware in April 1996. (g) Incorporated in Indiana in April 1996. (h) Incorporated in Delaware in October 1996. (i) Unsecured notes payable due on or before December 31, 2000 at an end-of-year interest rate of 5.42%.
ITEM 2. ACQUISITION OR SALES OF UTILITY ASSETS. NONE. ITEM 3. ISSUE, SALE, PLEDGE, GUARANTEE OR ASSUMPTION OF SYSTEM SECURITIES. NONE. 4
ITEM 4. ACQUISITION, REDEMPTION, OR RETIREMENT OF SYSTEM SECURITIES. - ------------------------------------------------------------------------- Calendar Year 1996 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 9 1/4% Series due 2021 ALABAMA None $23,797,000 $23,797,000 $23,797,000 4 1/2% Series due 1996 ALABAMA None None $60,000,000 $60,000,000 Pollution Control Revenue Bonds 7.40% Series G due 2016 ALABAMA None $21,000,000 $21,000,000 $21,420,000 GEORGIA: First Mortgage Bonds 4.75% Series due 1996 GEORGIA None $150,000,000 $150,000,000 $150,000,000 7.70% Series due 2025 GEORGIA $13,000,000 None $13,000,000 $12,501,000 8.625% Series due 2022 GEORGIA $110,000 None $110,000 $111,100 7.95% Series due 2023 GEORGIA $21,750,000 None $21,750,000 $21,683,125 7.55% Series due 2023 GEORGIA $5,000,000 None $5,000,000 $4,800,150 7.625% Series due 2023 GEORGIA $16,000,000 None $16,000,000 $15,480,000 7.75% Series due 2023 GEORGIA $5,000,000 None $5,000,000 $4,912,500 Pollution Control Revenue Bonds 6 3/8% Series due 2008 GEORGIA None $980,000 $980,000 $980,000 6 3/8% Series due 2008 GEORGIA None $980,000 $980,000 $980,000 6 3/8% Series due 2008 GEORGIA None $6,100,000 $6,100,000 $6,100,000 6.40% Series due 2007 GEORGIA None $970,000 $970,000 $970,000 6.40% Series due 2007 GEORGIA None $970,000 $970,000 $970,000 6 3/4% Series due 2006 GEORGIA None $960,000 $960,000 $960,000 6 3/4% Series due 2006 GEORGIA None $960,000 $960,000 $960,000 7.25% Series due 2021 GEORGIA None $26,400,000 $26,400,000 $26,400,000 7.25% Series due 2021 GEORGIA None $24,945,000 $24,945,000 $24,945,000 8.00% Series due 2016 GEORGIA None $46,000,000 $46,000,000 $46,000,000 8.00% Series due 2016 GEORGIA None $1,600,000 $1,600,000 $1,600,000 8.00% Series due 2016 GEORGIA None $5,000,000 $5,000,000 $5,000,000 8.00% Series due 2016 GEORGIA None $3,800,000 $3,800,000 $3,800,000 Preferred Stock $7.80 Series GEORGIA None $75,000,000 $75,000,000 $76,365,000 $1.9375 Series GEORGIA $1,242,500 None $1,242,500 $1,268,575 $1.9875 Series GEORGIA $845,000 None $845,000 $856,290 $1.925 Series GEORGIA $1,087,500 None $1,087,500 $1,109,693 $1.90 Series GEORGIA $972,500 None $972,500 $974,445 $2.125 Series GEORGIA None $100,000,000 $100,000,000 $100,000,000
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ITEM 4. ACQUISITION, REDEMPTION, OR RETIREMENT OF SYSTEM SECURITIES. - ------------------------------------------------------------------------- Calendar Year 1996 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) GULF: First Mortgage Bonds 8.75% Series due 2021 GULF None $49,180,000 $49,180,000 $52,047,194 Pollution Control Revenue Bonds 7.125% Series due 2021 GULF None $21,200,000 $21,200,000 $21,624,000 6.000% Series due 2006 GULF None $12,075,000 $12,075,000 $12,075,000 MISSISSIPPI: First Mortgage Bonds 9 1/4% Series due 2021 MISSISSIPPI None $45,447,000 None $50,190,421 Pollution Control Bonds 5.80% Series due 2007 MISSISSIPPI None $10,000 None $10,000 SAVANNAH: First Mortgage Bonds 9 3/8% Series due 2021 SAVANNAH None $29,400,000 $29,400,000 $31,278,120 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.
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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 - ------------- -------------- ------------ -------- ALABAMA (one item) (1) 204 shares $1 ALABAMA (four items) (2) $654,000 $654,000 GEORGIA (one item) (3) $2,500,000 $2,500,000 Southern Development (one item) (4) 130,381 shares $1 Notes to Item 5: (1) Securities representing bankruptcy distributions applicable to obligations of customers incurred in the ordinary course of business. (2) 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. (3) 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.) (4) Represents Southern Development's 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 the residential and small commercial markets.
7 ITEM 6. OFFICERS AND DIRECTORS. - ----------------------------------- PART I. ------- 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) 333 Piedmont Avenue, N.E. Atlanta, GA 30308 (c) 500 Bayfront Parkway Pensacola, FL 32520 (d) 900 Ashwood Parkway Suite 500 Atlanta, GA 30338 (e) 2992 West Beach Boulevard Gulfport, MS 39501 (f) 600 East Bay Street Savannah, GA 31401 (g) Suipacha 1111 Piso 18 1368 Buenos Aires, Argentina (h) LN Alem 712 - Piso 7 (1001) Buenos Aires, Argentina (i) Apoquindo 3721 Office 114 Las Condes, Chile (j) Avenida Grecia 750 Casilla 1290 Antofagasta, Chile (k) 800 Park Avenue, Aztec West Almondsbury, Bristol BS12 4SE (l) 64 Perimeter Center East Atlanta, GA 30346 (m) 42 Inverness Center Parkway Birmingham, AL 35242 (n) 40 Inverness Center Parkway Birmingham, AL 35242 (o) Position Code - ------------------------------------------ Director D President P Chief Executive Officer CEO Chief Financial Officer CFO Chief Accounting Officer CAO Chief Information Officer CIO 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 General Manager GM Managing Director MD Commissioner M SOUTHERN Name and Principal Address (a) Position - --------------------------------------------- John C. Adams D 755 Lee Street P. O. Box 272 Alexander City, AL 35011-0272 A. D. Correll D 133 Peachtree Street, N.E. Atlanta, GA 30303 A. W. Dahlberg D,P,CEO Paul J. DeNicola (m) D,EVP Jack Edwards D P. O. Box 123 Mobile, AL 36601 H. Allen Franklin (c) D,EVP Bruce S. Gordon D 1310 N. Court House Road Arlington, VA 22201 L. G. Hardman III D P. O. Box 149 Commerce, GA 30529 Elmer B. Harris (b) D,EVP William A. Parker, Jr. D 1380 West Paces Ferry Road, N.W. Suite 260 Atlanta, GA 30327 William J. Rushton, III D P. O. Box 2606 Birmingham, AL 35202 Dr. Gloria M. Shatto D 610 Mount Berry Station Mount Berry, GA 30149 8 ITEM 6. OFFICERS AND DIRECTORS. - ---------------------------------- PART I. (Continued) -------------------- SOUTHERN (continued) Name and Principal Address (a) Position - ---------------------------------------- Gerald J. St. Pe' D P. O. Box 149 Pascagoula, MS 39568 Herbert Stockham D P. O. Box 13018 Birmingham, AL 35213 W. L. Westbrook FVP,CFO,T David M. Ratcliffe SVP David R. Altman VP Thomas G. Boren (e) VP Bill M. Guthrie (b) VP C. Alan Martin VP John G. Richardson VP 1130 Connecticut Avenue, NW Washington, DC 20036 Dr. W. Robert Woodall, Jr. VP W. Dean Hudson (m) C Tommy Chisholm S ALABAMA Name and Principal Address (b) Position - -------------------------------------------- Whit Armstrong D P. O. Box 900 Enterprise, AL 36331 A. W. Dahlberg (a) D Peter V. Gregerson, Sr. D 644 Walnut Street Gadsden, AL 35901 Bill M. Guthrie (b) D,EVP,CPO Elmer B. Harris D,P,CEO Carl E. Jones, Jr. D P. O. Box 2527 Mobile, AL 36622 Wallace D. Malone, Jr. D P. O. Box 2554 Birmingham, AL 35290 William V. Muse D Auburn University 107 Samford Hall Auburn, AL 36849 John T. Porter D 1101 Martin L. King, Jr. Dr. S.W. Birmingham, AL 35211 Gerald H. Powell D P. O. Drawer 909 Jacksonville, AL 36265 Robert D. Powers D 202 East Broad Street Eufaula, AL 36027 John W. Rouse D P. O. Box 55305 Birmingham, AL 35255 William J. Rushton, III D P. O. Box 2606 Birmingham, AL 35202 James H. Sanford D 1001 McQueen Smith Road South Prattville, AL 36066 John C. Webb, IV D 125 W. Washington Street Demopolis, AL 36732 John W. Woods D P. O. Box 11007 Birmingham, AL 35288 Banks H. Farris EVP William B. Hutchins, III EVP,CFO Charles D. McCrary EVP Robert A. Buettner SVP,L Michael D. Garrett SVP Earl B. Parsons, Jr. SVP Christopher C. Womack SVP Art P. Beattie VP,S,T James M. Corbitt VP W. Roy Crow VP Andy J. Dearman VP John E. Dorsett VP Thomas A. Fanning VP,CIO C. Stephen Fant VP Robert Holmes, Jr. VP Robin A. Hurst VP J. Bruce Jones VP C. Alan Martin (a) VP Donald W. Reese VP Michael L. Scott VP Julian H. Smith, Jr. VP William R. Smith VP Susan N. Story VP Anthony J. Topazi VP Terry H. Waters VP David L. Whitson VP,C,CAO ALABAMA PROPERTY COMPANY Name and Principal Address (b) Position - ---------------------------------------- Elmer B. Harris D,P William B. Hutchins, III D,VP Susan N. Story D,VP David L. Whitson C Art P. Beattie S,T 9 ITEM 6. OFFICERS AND DIRECTORS - --------------------------------- PART I. (Continued) ------------------- GEORGIA Name and Principal Address (c) Position - -------------------------------------------- Bennett A. Brown D P. O. Box 4899 Atlanta, GA 30302-4899 A. W. Dahlberg (a) D William A. Fickling, Jr. D P. O. Box 1976 Macon, GA 31202-1976 H. Allen Franklin D,P,CEO L. G. Hardman III D P. O. Box 149 Commerce, GA 30529 Warren Y. Jobe D,EVP,T, CFO James R. Lientz, Jr. D P. O. Box 4899 Atlanta, GA 30302-4899 William A. Parker, Jr. D 1380 West Paces Ferry Road, N.W. Suite 260 Atlanta, GA 30327 G. Joseph Prendergast D 191 Peachtree Street, N.E. Atlanta, GA 30303-1757 Herman J. Russell D 504 Fair Street, S.W. Atlanta, GA 30313 Dr. Gloria M. Shatto D P. O. Box 490039 Mount Berry, GA 30149-0039 William Jerry Vereen D P. O. Box 460 Moultrie, GA 31776-0460 Carl Ware D P. O. Box Drawer 1734 Atlanta, GA 30301 Thomas R. Williams D 3200 Arden Rd. NW Atlanta, GA 30305 William C. Archer, III EVP Bill M. Guthrie (b) EVP William G. Hairston, III (o) EVP Gene R. Hodges EVP William P. Bowers SVP Wayne T. Dahlke SVP James K. Davis SVP Robert H. Haubein, Jr. SVP Fred D. Williams SVP J. D. Woodard (o) SVP Judy M. Anderson VP,S J. Thomas Beckham, Jr. (o) VP Robert L. Boyer VP M. A. Brown VP J. L. Conn VP Fred W. DeMent, Jr. VP Thomas A. Fanning VP,CIO J. W. George VP Leonard J. Haynes VP Craig S. Lesser VP J. B. Manley VP C. Alan Martin VP J. L. Martin, Jr. VP Charles K. McCoy (o) VP J. A. Parramore, Jr. VP Cliff Thrasher VP,C,CAO James A. Wilson VP Dr. W. Robert Woodall, Jr. (a) VP PIEDMONT Name and Principal Address (c) Position - ---------------------------------------- H. Allen Franklin D,P Warren Y. Jobe D,EVP,T Judy M. Anderson VP,S GEORGIA POWER HOLDINGS Name and Principal Address (c) Position - ---------------------------------------- Warren Y. Jobe D,P,T Judy M. Anderson VP,S Charles O. Rawlins (m) VP SEGCO Name and Principal Address (b) Position - ---------------------------------------- Robert L. Boyer (c) D H. Allen Franklin (c) D,VP Bill M. Guthrie D,VP Elmer B. Harris D,P Robert H. Haubein, Jr. (c) D William B. Hutchins, III D,VP Warren Y. Jobe (c) D Charles D. McCrary D Earl B. Parsons, Jr. D David L. Whitson C Art P. Beattie S,T 10 ITEM 6. OFFICERS AND DIRECTORS - --------------------------------- PART I. (Continued) ------------------- GULF Name and Principal Address (d) Position - -------------------------------------------- Travis J. Bowden D,P,CEO Paul J. DeNicola (m) D Fred C. Donovan D P. O. Box 13370 Pensacola, FL 32591 W. Deck Hull, Jr. D P. O. Box 2180 Panama City, FL 32402 Joseph K. Tannehill D 10 Arthur Drive Lynn Haven, FL 32444 F. M. Fisher, Jr. VP Bill M. Guthrie (b) VP,CPO J. E. Hodges, Jr. VP G. Edison Holland, Jr. VP,L C. Alan Martin (a) VP Arlan E. Scarbrough VP,CFO Ronnie R. Labrato C Warren E. Tate S,T ENERGIA de NUEVO LEON, S.A. DE C.V. Name and Principal Address (e) Position - ---------------------------------------- Marcelo Canales Clarion D Lazaro Cardenas 2400 Despacho PD-11 PB Edificia Losoles, Garza Garcia 66220 N. L. Mexico William R. Easter D Jean M. Fauvd D Lazaro Cardenas 2400 Despacho PD-11 PB Edificia Losoles, Garza Garcia 66220 N. L. Mexico Ismael Garza T. D Lazaro Cardenas 2400 Despacho PD-11 PB Edificia Losoles, Garza Garcia 66220 N. L. Mexico Tanenguy Le Marechal D Lazaro Cardenas 2400 Despacho PD-11 PB Edificia Losoles, Garza Garcia 66220 N. L. Mexico Raul Rangel Hinojosa D Lazaro Cardenas 2400 Despacho PD-11 PB Edificia Losoles, Garza Garcia 66220 N. L. Mexico Santiago C. Reyes Retana D Lazaro Cardenas 2400 Despacho PD-11 PB Edificia Losoles, Garza Garcia 66220 N. L. Mexico W. Clay Smith (m) D Andres Gonzalez Sandoval S Lazaro Cardenas 2400 Despacho PD-11 PB Edificia Losoles, Garza Garcia 66220 N. L. Mexico MISSISSIPPI Name and Principal Address (f) Position - --------------------------------------------- Paul J. DeNicola (m) D Edwin E. Downer D 7642 Poplar Springs Drive Meridian, MS 39305 Dwight H. Evans D,P,CEO Robert S. Gaddis D P. O. Box 168 Laurel, MS 39440 Walter H. Hurt, III D P. O. Box 9 Inverness, MS 38753 Aubrey K. Lucas D Box 5164 Hattiesburg, MS 39406 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 Bill M. Guthrie (b) VP,CPO Frederick D. Kuester VP C. Alan Martin (a) VP Don E. Mason VP Michael W. Southern VP,CFO, S,T Frances V. Turnage C 11 ITEM 6. OFFICERS AND DIRECTORS - -------------------------------- PART I. (Continued) ------------------- MOBILE ENERGY SERVICES HOLDINGS, INC. Name and Principal Address (e) Position - --------------------------------------- Kerry E. Adams (n) D Thomas G. Boren D,P,CEO S. Marce Fuller D,VP Raymond D. Hill D,VP,T CFO J. Bruce Jones D Thomas J. Madden, III D Mark R. Ogle D Dean G. Koch VP James A. Ward VP,C Tommy Chisholm (a) S MOBILE ENERGY SERVICES COMPANY, LLC Name and Principal Address (e) Position - --------------------------------------- Thomas G. Boren P,CEO S. Marce Fuller VP Raymond D. Hill VP,CFO Dean G. Koch VP,GM Christopher Kysar VP Mark R. Ogle VP James A. Ward VP,C Tommy Chisholm (a) S SAVANNAH Name and Principal Address (g) Position - ----------------------------------------- Helen Quattlebaum Artley D 9 Avenue of the Pines Savannah, GA 31406 Paul J. DeNicola (m) D Brian R. Foster D P. O. Box 9586 Savannah, GA 31412 Arthur M. Gignilliat, Jr. D,P,CEO Walter D. Gnann D P. O. Box 334 Springfield, GA 31329 Robert B. Miller, III D P. O. Box 8003 Savannah, GA 31412 Arnold M. Tenenbaum D P. O. Box 2567 Savannah, GA 31498 Frederick F. Williams, Jr. D 8 Rockwell Avenue South Savannah, GA 31419 W. Miles Greer VP Bill M. Guthrie (b) VP,CPO C. Alan Martin (a) VP Larry M. Porter VP Kirby R. Willis VP,T,CFO Lavonne Calandra S Nancy Frankenhauser C SEIH Name and Principal Address (e) Position - -------------------------------------------- Kerry E. Adams (n) D Thomas G. Boren D,P Travis J. Bowden (d) D A. W. Dahlberg (a) D Paul J. DeNicola (m) D H. Allen Franklin (c) D W. L. Westbrook (a) D Raymond D. Hill VP,T,CFO Ronald E. Leggett VP Richard J. Pershing VP Charles W. Whitney (l) VP Tommy Chisholm (a) S James A. Ward C Asociados De Electricidad, S.A. Name and Principal Address (h) Position - -------------------------------------------- Felicia L. Bellows (i) D,VP Mariano F. Grondona D,S J. William Holden, III (e) D,P S. Marce Fuller (e) D Jose Martinez de Hoz D SEI y Asociados de Argentina, S.A. Name and Principal Address (i) Position - -------------------------------------------- Juan Carlos Apostolo D Felicia L. Bellows D,VP Peter J. Davenport D Mariano F. Grondona D,S Raymond D. Hill (e) D J. William Holden, III (e) D,P W. L. Westbrook (a) D 12 ITEM 6. OFFICERS AND DIRECTORS - --------------------------------- PART I. (Continued) ------------------- Hidroelectrica Alicura, S.A. Name and Principal Address (i) Position - --------------------------------------------- Felicia L. Bellows D,VP Matias Bourdieu D Peter J. Davenport D Alfredo H. Estevez D Mariano F. Grondona D,S Roberto Guillermo Haas D J. William Holden, III (e) D Jose Alberto Michaux D Southern Electric, Inc. Name and Principal Address (e) Position - -------------------------------------------- James A. Ward D Thomas G. Boren P Tommy Chisholm (a) S,T Southern Energy International, Inc. Name and Principal Address (e) Position - -------------------------------------------- Thomas G. Boren D James A. Ward D,P Raymond D. Hill VP,T Tommy Chisholm (a) S Southern Energy - Newco 2, Inc. Name and Principal Address (e) Position - -------------------------------------------- Thomas G. Boren D James A. Ward D,P Raymond D. Hill VP,T Tommy Chisholm (a) S SEI Chile, S.A. Name and Principal Address (j) Position - -------------------------------------------- Felicia L. Bellows (i) D Edgardo Boeninger Kausel D Jorge Granic Latorre D Pastor Sanjurjo (k) D,GM Carlos Larrain Pena D Eduardo Zuniga Pacheco D Empresa Electrica del Norte Grande, S.A. Name and Principal Address (k) Position - -------------------------------------------- Edgardo Boeninger Kausel D Edmundo Dupre Echeverria D,VP J. William Holden, III D Andres Kern D Mark S. Lynch D,CEO Richard J. Pershing D W. L. Westbrook (a) D Sitranor S. A. Name and Principal Address (k) Position - -------------------------------------------- Ricardo Campano D Mario Espinoza D. D Luis Hormazibal D Carlos Larrain Pena D Oscar Moscoso Fabres D Pastor Sanjurjo D Eduardo Zuniga Pacheco D Arturo Bulnes Concha D Christopher Darnell D Jaime de los Hoyes D Jorge Granic Latorre D Hector Saldivar D Francisco Sibias D Carlos Urgua D Energia del Pacifico S. A. Name and Principal Address (k) Position - -------------------------------------------- Jorge Granic Latorre D Carlos Larrain Pena D Pastor Sanjurjo D SEBH Name and Principal Address (e) Position - -------------------------------------------- Thomas G. Boren D,P J. William Holden, III D,VP Richard J. Pershing D,VP Raymond D. Hill VP,T,CFO Ronald E. Leggett VP James A. Ward C Tommy Chisholm (a) S 13 ITEM 6. OFFICERS AND DIRECTORS - --------------------------------- PART I. (Continued) ------------------- Southern Electric Bahamas Ltd. Name and Principal Address (e) Position - -------------------------------------------- Thomas G. Boren D,P J. William Holden, III D,VP Richard J. Pershing D,VP Raymond D. Hill VP,T,CFO Ronald E. Leggett VP Tommy Chisholm (a) S James A. Ward C Freeport Power Company Limited Name and Principal Address Position - -------------------------------------------- Thomas G. Boren (e) D Larry R. Brantley P,CEO P. O. Box F-40888 Freeport, Grand Bahama Island, Bahamas Jack A. Hayward D P. O. Box F-40888 Freeport, Grand Bahama Island, Bahamas Albert J. Miller D P. O. Box F-40888 Freeport, Grand Bahama Island, Bahamas Richard J. Pershing (e) D Richard T. Pittenger (e) D Edward P. St. George D P. O. Box F-40888 Freeport, Grand Bahama Island, Bahamas Raymond D. Hill (e) VP,CFO Ian O. Barry VP,T P. O. Box F-40888 Freeport, Grand Bahama Island, Bahamas Ronald E. Leggett (e) VP Willie A. M. Moss VP,S P. O. Box F-40888 Freeport, Grand Bahama Island, Bahamas SEI Beteiligungs GmbH Name and Principal Address (e) Position - -------------------------------------------- James A. Ward D,MD Norbert Pacho MD P. T. Tarahan Power Company Name and Principal Address (e) Position - -------------------------------------------- Tanri Abeng M Ir. Aburizal Bakrie P,M Thomas G. Boren M David T. Gallaspy M Mintarto Halim M Ronald E. Leggett M Mark S. Lynch M Soy M. Pardede M Richard J. Pershing M George S. Tahija M James A. Ward M Raymond V. Haley P,D Thomas K. Amster D Lekir A. Daud D Ir. Arjono D. Kamarga D Amin M. Lakhani D Southern Electric Brasil Participacoes Ltda. Name and Principal Address Position - -------------------------------------------- Pedro Paulo Cristofaro D Av Almirante Barroso, No. 52, 5 Andar Rio de Janeiro, Brasil CEP 20031 Julian Fonseca Pena Chediak D Av Almirante Barroso, No. 52, 5 Andar Rio de Janeiro, Brasil CEP 20031 Southern Electric International - Europe, Inc. Name and Principal Address (e) Position - -------------------------------------------- Thomas G. Boren D,P James A. Ward D,VP,T Tommy Chisholm (a) S Southern Electric International Finance, Inc. Name and Principal Address (e) Position - -------------------------------------------- Timothy L. Fallaw (m) D Catherine Hanson D Karen B. Thomas D,VP James A. Ward D,VP,T Tommy Chisholm (a) S 14 ITEM 6. OFFICERS AND DIRECTORS - --------------------------------- PART I. (Continued) ------------------- Southern Electric International - Europe Limited Name and Principal Address (e) Position - -------------------------------------------- Thomas G. Boren D Carson B. Harreld D Alan W. Harrelson D Raymond D. Hill D Gale E. Klappa D Mark R. Ogle D,S Richard J. Pershing D C. Philip Saunders D James A. Ward D Charles W. Whitney (l) D Southern Electric International - Netherlands B.V. Name and Principal Address (e) Position - -------------------------------------------- Thomas G. Boren D Tommy Chisholm D Sam H. Dabbs, Jr. D Raymond D. Hill D Richard J. Pershing D Patricia L. Roberts D Barney S. Rush D James A. Ward D Charles W. Whitney (l) D The Southern Company - Europe plc Name and Principal Address (e) Position - -------------------------------------------- Thomas G. Boren D Raymond D. Hill D Karl E. Olsoni D Richard Owen D Richard J. Pershing D James A. Ward D Charles W. Whitney (l) D Mark R. Ogle S Southern Investments UK Holdings Limited Name and Principal Address (e) Position - -------------------------------------------- Thomas G. Boren D Richard D. Fagan D Carson B. Harreld D Alan W. Harrelson D Gale E. Klappa D Richard J. Pershing D Roger L. Petersen D C. Philip Saunders D Charles W. Whitney (l) D Mark R. Ogle S Southern Investments UK plc Name and Principal Address (e) Position - -------------------------------------------- Accentacross Limited D Thomas G. Boren D Carson B. Harreld D Alan W. Harrelson D Gale E. Klappa D Mighteager Limited D Richard J. Pershing D C. Philip Saunders D Charles W. Whitney (l) D Mark R. Ogle S South Western Electricity plc Name and Principal Address (l) Position - -------------------------------------------- Carson B. Harreld D Alan W. Harrelson D Gale E. Klappa D,CEO Roger L. Petersen D C. Philip Saunders D Robin D. Edmounds S Southern Electric International Trinidad, Inc. Name and Principal Address (e) Position - -------------------------------------------- Thomas G. Boren D,P J. William Holden, III D,VP James A. Ward D Tommy Chisholm (a) S,T 15 ITEM 6. OFFICERS AND DIRECTORS. - ---------------------------------- PART I. (Continued) ------------------- The Power Generation Company of Trinidad and Tobago Limited Name and Principal Address Position - -------------------------------------------- Ronald Chan D Scotia Centre Cr. Park and Richmond Streets Port of Spain, Trinidad, W.I. Barbara Fagan D 200 Westlake Park Blvd. Houston, TX 77253 J. William Holden, III D Ronald E. Leggett (e) D John MacKay D 6 St. Kitts Avenue Federation Park, Trinidad, W. I. Judith Morris D 63 Frederick Street Port of Spain, Trinidad, W.I. Jacqueline Quamina D Eric Williams Plaza Independence Square Port of Spain, Trinidad, W.I. Chandrabhan Sharma D University of the West Indies St. Augustine, Trinidad, W.I. W. L. Westbrook (a) D Henry T. E. Coolidge, Jr. D,CEO 6A Queens Park West, First Floor Port of Spain, Trinidad, W.I. June Ahye S 63 Frederick Street Port of Spain, Trinidad, W.I. Southern Energy - Asia, Inc. Name and Principal Address (e) Position - -------------------------------------------- Thomas G. Boren D,P James A. Ward D,VP,T S. Marce Fuller VP Richard J. Pershing VP Tommy Chisholm S SCS Name and Principal Address (m) Position - -------------------------------------------- A. W. Dahlberg (a) D Paul J. DeNicola D,P,CEO H. Allen Franklin (c) D Elmer B. Harris (b) D Bill M. Guthrie (b) SEVP,CPO Kerry E. Adams (n) EVP David M. Ratcliffe (a) EVP W. L. Westbrook (a) EVP,T Thomas A. Fanning SVP William K. Newman (b) SVP Fred D. Williams SVP David R. Altman (a) VP Robert S. Beason VP I. Otis Berkhan VP Tommy Chisholm (a) VP,S,L A. J. Connor (b) VP Douglas E. Dutton (n) VP J. Kevin Fletcher VP Dr. C. H. Goodman (b) VP J. R. Harris (e) VP W. Dean Hudson VP,C C. Alan Martin (a) VP J. Mike McClure VP John G. Richardson VP 1130 Connecticut Avenue, NW Washington, DC 20036 Jerry L. Stewart (b) VP Dr. W. Robert Woodall, Jr. (a) VP Charles O. Rawlins T Southern Communications Name and Principal Address (m) Position - -------------------------------------------- Robert S. Beason D Wayne T. Dahlke (c) D Robert G. Dawson D,P,CEO Paul J. DeNicola D Dwight H. Evans (f) D Thomas A. Fanning D Francis M. Fisher (d) D William B. Hutchins, III (b) D David M. Ratcliffe (a) D W. L. Westbrook (a) D Tommy Chisholm (a) S R. Craig Elder T 16 ITEM 6. OFFICERS AND DIRECTORS. - --------------------------------- PART I. (Continued) ------------------- Southern Energy Name and Principal Address (e) Position - -------------------------------------------- Kerry E. Adams (n) D Thomas G. Boren D,P,CEO Travis J. Bowden (d) D A. W. Dahlberg (a) D Paul J. DeNicola (m) D,VP H. Allen Franklin (c) D W. L. Westbrook (a) D,VP S. Marce Fuller SVP Raymond D. Hill SVP,CFO Richard J. Pershing SVP Vance N. Booker VP Tommy Chisholm (a) VP,S David T. Gallaspy VP J. R. Harris VP J. William Holden, III VP Ronald E. Leggett VP Mark S. Lynch VP William A. Maner, III VP Karl E. Olsoni VP,T Joseph T. Pokalsky VP Barney S. Rush VP James A. Ward VP,C Charles W. Whitney (l) VP SEI Operadora de Argentina, S.A. Name and Principal Address (i) Position - -------------------------------------------- Mariano F. Grondona D,S J. William Holden, III (e) D,P Ronald E. Leggett (e) D Felicia L. Bellows (i) D Randall E. Harrison (e) D Jose Martinez de Hoz D Southern Electric International - Asia, Inc Name and Principal Address (e) Position - -------------------------------------------- Thomas G. Boren D,P Raymond D. Hill VP,CFO Tommy Chisholm (a) S Southern Electric International GmbH Name and Principal Address (e) Position - -------------------------------------------- Thomas G. Boren GM Tommy Chisholm (a) GM William A. Franks GM Raymond D. Hill GM Richard J. Pershing GM James A. Ward GM Charles W. Whitney (l) GM SERC Name and Principal Address (n) Position - -------------------------------------------- Bill M. Guthrie (b) D,P T. Roy Harrell VP Earl B. Parsons, Jr. (b) VP Larry M. Porter (g) VP Tommy Chisholm (a) S,T Southern Nuclear Name and Principal Address (o) Position - -------------------------------------------- A. W. Dahlberg (a) D Paul J. DeNicola (m) D H. Allen Franklin (c) D William G. Hairston, III D,P,CEO Elmer B. Harris (b) D James H. Miller, III EVP,L Jackie D. Woodard EVP James W. Averett VP J. Thomas Beckham, Jr. VP Louis B. Long VP C. Alan Martin (a) VP Charles K. McCoy VP John O. Meier VP,S D. N. Morey, III VP Robert M. Gilbert , Jr. C,T,CAO Southern Development Name and Principal Address (m) Position - -------------------------------------------- Robert S. Beason D William P. Bowers (c) D Paul J. DeNicola D Dwight H. Evans (f) D Thomas A. Fanning D J. Kevin Fletcher D,P Robin A. Hurst D Thomas R. Kellogg D,VP,GM Charles D. McCrary D Michael L. Scott (c) D W. L. Westbrook (a) D Tommy Chisholm (a) S Alan L. Leverett T 17 ITEM 6. OFFICERS AND DIRECTORS - --------------------------------- PART I. (Continued) ------------------- Southern Energy Finance Company, Inc. Name and Principal Address (e) Position - -------------------------------------------- Thomas G. Boren D,P James A. Ward D,VP,T S. Marce Fuller VP Raymond D. Hill VP,CFO David Rozier VP Tommy Chisholm S EPZ Lease, Inc. Name and Principal Address (e) Position - -------------------------------------------- William R. Bechstein D,VP 1105 N. Market Street Suite 1300 Wilmington, DE 19801 Thomas G. Boren P David Rozier D Terry Turner D S. Marce Fuller VP Raymond D. Hill VP,CFO Christopher J. Kysar VP Tom Mathew VP John Rachford VP James A. Ward VP,T Tommy Chisholm S EPZ Lease, L.L.C. Name and Principal Address (e) Position - -------------------------------------------- Christopher J. Kysar Officer Tom Mathew Officer John Rachford Officer EPZ Holding A, L.L.C. Name and Principal Address (e) Position - -------------------------------------------- Christopher J. Kysar Officer Tom Mathew Officer John Rachford Officer EPZ Holding B, L.L.C. Name and Principal Address (e) Position - -------------------------------------------- Christopher J. Kysar Officer Tom Mathew Officer John Rachford Officer EPZ Holding C, L.L.C. Name and Principal Address (e) Position - -------------------------------------------- Christopher J. Kysar Officer Tom Mathew Officer John Rachford Officer Southern Energy North America, Inc. Name and Principal Address (e) Position - -------------------------------------------- Kerry E. Adams (n) D Thomas G. Boren D,P Travis J. Bowden (d) D Paul J. DeNicola (m) D H. Allen Franklin (c) D W. L. Westbrook (a) D S. Marce Fuller VP Raymond D. Hill VP,T,CFO Ronald E. Leggett VP Richard J. Pershing VP Tommy Chisholm (a) S James A. Ward C Southern Energy Trading and Marketing, Inc. Name and Principal Address (e) Position - -------------------------------------------- Thomas G. Boren D,P Thomas A. Fanning D S. Marce Fuller D,EVP Raymond D. Hill D,VP,CFO James A. Ward D,VP,T,C W. L. Westbrook (a) D Donald R. Jefferis VP Joseph T. Pokalsky VP John J. Robinson VP Tommy Chisholm (a) S SEI Birchwood, Inc. Name and Principal Address (e) Position - -------------------------------------------- Kerry E. Adams (n) D Thomas G. Boren D,P S. Marce Fuller D,VP W. L. Westbrook (a) D Thomas E. Dorsey VP Raymond D. Hill VP,CFO Mark S. Lynch VP Karl E. Olsoni VP,T James A. Ward VP,C Tommy Chisholm (a) S 18 ITEM 6. OFFICERS AND DIRECTORS - --------------------------------- PART I. (Continued) ------------------- SEI Hawaiian Cogenerators, Inc. Name and Principal Address (e) Position - -------------------------------------------- Kerry E. Adams (n) D,VP Thomas G. Boren D,P W. L. Westbrook (a) D Raymond D. Hill VP,CFO Tommy Chisholm (a) S James A. Ward T Southern Energy - Cajun, Inc. Name and Principal Address (e)Position - -------------------------------------------- Thomas G. Boren D S. Marce Fuller D James A. Ward D Randall E. Harrison D Raymond D. Hill D Gary J. Kubik D Tommy Chisholm D SEI State Line, Inc. Name and Principal Address (e) Position - -------------------------------------------- James A. Ward D,VP,T Thomas G. Boren P S. Marce Fuller VP Randall E. Harrison VP Raymond D. Hill VP,CFO Tommy Chisholm S Southern Information Holding Company, Inc. Name and Principal Address (m) Position - -------------------------------------------- Robert S. Beason D,P William P. Bowers D Paul J. DeNicola D Dwight H. Evans (f) D Thomas A. Fanning D J. Kevin Fletcher D Robin A. Hurst D Thomas R. Kellogg D Charles D. McCrary (b) D Michael L. Scott (b) D William L. Westbrook (a) D Tommy Chisholm (a) S Allen L. Leverett T Southern Information 1, Inc. Name and Principal Address Position - -------------------------------------------- Robert S. Beason D,P William P. Bowers D Paul J. DeNicola D Dwight H. Evans D Thomas A. Fanning D J. Kevin Fletcher D Robin A. Hurst D Thomas R. Kellogg D Charles D. McCrary D Michael L. Scott D William L. Westbrook D Tommy Chisholm S Allen L. Leverett T Southern Information 2, Inc. Name and Principal Address Position - -------------------------------------------- Robert S. Beason D,P William P. Bowers D Paul J. DeNicola D Dwight H. Evans D Thomas A. Fanning D J. Kevin Fletcher D Robin A. Hurst D Thomas R. Kellogg D Charles D. McCrary D Michael L. Scott D William L. Westbrook D Tommy Chisholm S Allen L. Leverett T Southern Telecom Holding Company, Inc. Name and Principal Address (m) Position - -------------------------------------------- Robert S. Beason D,P William P. Bowers D Paul J. DeNicola D Dwight H. Evans (f) D Thomas A. Fanning D J. Kevin Fletcher D Robin A. Hurst D Thomas R. Kellogg D Charles D. McCrary (a) D Michael L. Scott D William L. Westbrook (a) D Tommy Chisholm (a) S Allen L. Leverett T 19 ITEM 6. OFFICERS AND DIRECTORS - --------------------------------- PART I. (Continued) ------------------- Southern Telecom 1, Inc. Name and Principal Address (m) Position - -------------------------------------------- Robert S. Beason D,P William P. Bowers D Paul J. DeNicola D Dwight H. Evans (f) D Thomas A. Fanning D J. Kevin Fletcher D Robin A. Hurst D Thomas R. Kellogg D Charles D. McCrary (b) D Michael L. Scott D William L. Westbrook (a) D Tommy Chisholm (a) S Allen L. Leverett T Southern Telecom 2, Inc. Name and Principal Address (m) Position - -------------------------------------------- Robert S. Beason D,P William P. Bowers D Paul J. DeNicola D Dwight H. Evans (f) D Thomas A. Fanning D J. Kevin Fletcher D Robin A. Hurst D Thomas R. Kellogg D Charles D. McCrary (b) D Michael L. Scott D William L. Westbrook (a) D Tommy Chisholm (a) S Allen L. Leverett T 20
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 John C. Adams Aliant Bank, Alexander City, AL Director (a) Aliant National Corporation, Alexander City, AL 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) Travis J. Bowden AmSouth Bank of Florida,Clearwater, FL Director (c) A. D. Correll SunTrust Bank of Georgia, Atlanta, GA Director (a) SunTrust Bank of Atlanta, Atlanta, GA Director (a) W. Roy Crow Barbour County Bank, Eufaula, AL Director (f) A. W. Dahlberg SunTrust Bank of Georgia Director (a);(c) Atlanta, GA SunTrust Bank, Atlanta, GA Director (a);(c) H. Allen Franklin SouthTrust Bank, Birmingham, AL Director (a);(c) L. G. Hardman, III First Commerce Bancorp, Inc. Chairman of the Board Commerce, GA of Directors and Chief Executive Officer (a);(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 of Alabama, Birmingham, AL Director (a);(c);(e);(f) W. D. Hull, Jr. SunTrust Bank/West Florida, Vice Chairman of the Panama City, FL Board of Directors (c) Carl E. Jones Regions Financial Corporation, President and Chief Birmingham, AL Operating Officer (c) James R. Lientz, Jr. NationsBank of Georgia, N.A., Atlanta, GA President (c) Wallace D. Malone SouthTrust Corporation, Birmingham, AL Chairman of the Board of Directors and Chief Executive Officer (c) William V. Muse SouthTrust Corporation, Birmingham, AL Director (c) John T. Porter Citizens Federal Bank, Birmingham, AL Director (c)
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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 of Georgia, N.A. Chairman of the Atlanta, GA Board of Directors (c) Wachovia Bank of South Carolina Chairman of the Board of Directors (d) Wachovia Bank of North Carolina Director (d) Wachovia Corporation, Atlanta, GA Executive Vice President (d) Herman J. Russell Citizens Trust Bank, Atlanta, GA Chairman of the Board of Directors (c) Citizens Bancshares Corp. Atlanta, GA Chairman of the Board of Directors (c) Wachovia Corporation of Georgia, Director (c) Atlanta, GA 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) Herbert Stockham SouthTrust Bank, Birmingham, AL Director (a);(c) SouthTrust Corporation, Director (c) Birmingham, AL Joseph K. Tannehill Florida First Bank, Panama City, FL Director (c) Arnold 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)
22 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 Energy, Southern Communications, Southern Development and Southern Nuclear serving as of December 31, 1996, as defined by the Securities and Exchange Commission. ALABAMA, GEORGIA, GULF, MISSISSIPPI and SAVANNAH are incorporated by reference to page numbers III-13 through III-18 in the SOUTHERN system's combined Form 10-K for the year ended December 31, 1996. Incorporated by reference to "Summary Compensation Table" under ELECTION OF DIRECTORS in SOUTHERN's definitive Proxy Statement relating to the 1997 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
SCS SUMMARY COMPENSATION TABLE ANNUAL COMPENSATION LONG-TERM COMPENSATION Number of Securities Long- Name UnderlyingTerm and Other Annual Stock Incentive All Other Principal Compensation Options Payouts Compensation Position Year Salary($) Bonus($) ($)1 (Shares) ($)2 ($)3 - ------------------------------------------------------------------------------------------------------------------------- A. W. Dahlberg 1996 782,409 118,534 6,833 154,610 770,216 43,850 Director 1995 722,489 120,415 6,577 52,203 866,493 40,755 1994 600,026 120,415 6,579 43,062 306,459 32,630 Paul J. DeNicola 1996 400,491 56,520 3,325 26,330 426,442 22,894 President, Chief 1995 384,845 50,464 3,037 26,297 479,747 21,573 Executive Officer, 1994 361,618 74,294 3,540 26,569 188,858 21,381 Director Bill M. Guthrie 1996 346,375 49,115 1,574 17,541 244,800 19,141 Senior Executive 1995 326,877 49,939 1,533 17,518 275,400 17,810 Vice President 1994 308,837 58,140 384 16,781 87,085 16,646 See footnotes on the next page.
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SCS SUMMARY COMPENSATION TABLE (Continued) ANNUAL COMPENSATION LONG-TERM COMPENSATION Number of Securities Long- Name UnderlyingTerm and Other Annual Stock Incentive All Other Principal Compensation Options Payouts Compensation Position Year Salary($) Bonus($) ($)1 (Shares) ($)2 ($)3 - ------------------------------------------------------------------------------------------------------------------------- David M. Ratcliffe 1996 347,985 39,465 8,446 15,179 207,322 16,889 Executive Vice 1995 281,615 68,7854 - 15,524 233,237 13,718 President 1994 240,291 61,989 2,581 13,137 100,336 13,349 Thomas A. Fanning5 1996 192,012 112,2886 1,931 8,055 84,047 10,279 Senior Vice 1995 - - - - - - President 1994 130,471 27,189 352 - 20,432 7,075
____________________ 1 Tax reimbursements by SCS on certain personal benefits. 2 Payouts made in 1995, 1996 and 1997 for the four-year performance periods ending December 31, 1994, 1995 and 1996. 3 SCS 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), for the following: ESP ESOP SBP A. W. Dahlberg $6,750 $1,127 $35,973 Paul J. DeNicola 6,750 1,127 15,017 Bill M. Guthrie 6,750 1,127 11,264 David M. Ratcliffe 6,750 1,127 9,012 Thomas A. Fanning 6,750 1,127 2,402 4 Also included for Mr. Ratcliffe is a one-time lump-sum payment of $25,000 given in connection with his appointment to his current position. 5 Mr. Fanning was an executive officer of MISSISSIPPI during 1994. On January 1, 1995 he became a vice president at SCS and in 1996 he became an executive officer of SCS. 6 Includes a one-time award of $84,986 under the key contributor program in recognition of exemplary performance in 1996. 24
Southern Communications and Southern Development SUMMARY COMPENSATION TABLE ANNUAL COMPENSATION LONG-TERM COMPENSATION Number of Securities Long- Name Underlying Term and Other Annual Stock Incentive All Other Principal Compensation Options Payouts Compensation Position Year Salary($) Bonus($) ($)7 (Shares) ($)8 ($)9 - ----------------------------------------------------------------------------------------------------------------------- Southern Communications - ----------------------- Robert G. Dawson 1996 194,680 116,123 1,185 7,055 - 12,275 President, Chief 1995 498,671 10 65,000 277 - - 9,430 Executive Officer, 1994 286,221 50,000 - - - 8,148 Director R. Craig Elder 1996 106,623 70,640 - - - 5,608 Vice President, 1995 - - - - - - Treasurer 1994 - - - - - - Southern Development - -------------------- J. Kevin Fletcher 1996 126,990 17,224 136 4,161 60,636 6,617 President, 1995 113,762 19,506 107 4,023 68,215 5,933 Director 1994 - - - - - - Tommy L. Kellogg 1996 104,119 31,977 - 2,661 29,172 5,466 Vice President and 1995 90,233 29,028 - 2,574 24,614 4,532 General Manager 1994 - - - - - - ____________________________ 7 Tax reimbursement by Southern Development and Southern Communications on certain personal benefits. 8 Payouts made in 1995, 1996 and 1997 for the four-year performance periods ending December 31, 1994, 1995 and 1996. 9 Southern Communications' and Southern Development's 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), for the following: ESP ESOP SBP --- ---- --- Robert G. Dawson $6,488 $1,127 $4,660 R. Craig Elder 4,807 801 - J. Kevin Fletcher 5,633 984 - Tommy R. Kellogg 4,685 781 - 10 Mr. Dawson's gross wages include miscellaneous payments due to his assignment in Buenos Aires, Argentina. Mr. Dawson served as vice president of SEI's Latin American and Caribbean Assets from March 1994 until October 1995.
25
Southern Energy SUMMARY COMPENSATION TABLE ANNUAL COMPENSATION LONG-TERM COMPENSATION Number of Securities Long- Name Underlying Term and Other Annual Stock Incentive All Other Principal Compensation Options Payouts Compensation Position Year Salary($) Bonus($) ($)11 (Shares) ($)12 ($)13 - ------------------------------------------------------------------------------------------------------------------------- Thomas G. Boren 1996 291,086 275,000 13,757 14,250 - 16,293 President, 1995 248,333 298,497 14 12,579 13,295 - 10,215 Director 1994 233,566 150,000 7,628 12,715 - 11,990 S. Marce Fuller 1996 215,000 175,000 1,491 8,881 - 9,403 Senior Vice President 1995 184,267 67,500 1,844 - - 6,768 1994 109,869 62,500 2 - - 5,588 Raymond D. Hill 1996 190,657 175,000 2,820 8,881 - Senior Vice President 1995 162,500 165,000 1,641 - - 8,252 1994 146,667 75,000 105 - - 5,986 Richard J. Pershing 1996 190,417 175,000 3,568 8,881 - Senior Vice President 1995 162,500 165,000 2,974 - - 8,287 1994 148,178 75,000 347 - - 7,793
_____________________ 11 Tax reimbursement by Southern Energy on certain personal benefits. 12 Employees of Southern Energy are not yet eligible for these payouts. 13 Southern Energy 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 imposes limitations under the ESP and ESOP), for the following: ESP ESOP SBP --- ---- --- Thomas G. Boren $6,750 $1,127 $8,416 S. Marce Fuller 6,848 1,127 1,428 Raymond D. Hill 6,750 1,127 1,991 Richard J. Pershing 6,750 1,127 1,992 14 Includes a one-time award of $48,497 under the key contributor program in recognition of exemplary performance in 1995. 26
Southern Nuclear SUMMARY COMPENSATION TABLE ANNUAL COMPENSATION LONG-TERM COMPENSATION Number of Securities Long- Name Underlying Term and Other Annual Stock Incentive All Other Principal Compensation Options Payouts Compensation Position Year Salary($) Bonus($) ($)15 (Shares) ($)16 ($)17 - ---------------------------------------------------------------------------------------------------------------------- W. G. Hairston, III 1996 308,789 46,748 3,555 15,583 257,040 17,070 President and Chief 1995 296,988 47,489 6,020 15,785 289,170 16,442 Executive Officer 1994 287,831 44,521 3,225 15,725 88,162 14,593 Jack D. Woodard 1996 214,083 38,953 1,903 8,939 126,075 11,675 Executive Vice 1995 202,085 37,116 1,235 8,969 141,834 10,215 President 1994 190,128 33,489 1,168 7,653 36,698 10,046 James H. Miller, III 1996 211,583 16,193 5,115 8,827 126,075 11,260 Executive Vice 1995 201,216 30,094 1,946 8,941 141,834 4,500 President 1994 121,846 29,549 888 7,629 - - J. Thomas Beckham, Jr. 1996 168,029 22,827 1,510 6,933 84,047 9,335 Vice President 1995 161,990 17,671 813 7,159 94,553 8,579 1994 150,139 20,262 308 - 23,635 8,137 Charles K. McCoy 1996 166,829 19,638 835 6,933 84,047 8,136 Vice President 1995 161,974 22,587 716 7,159 94,553 8,549 1994 150,139 21,012 1,398 - 23,635 8,004
__________________________ 15 Tax reimbursement by Southern Nuclear on certain personal benefits. 16 Payouts made in 1995, 1996 and 1997 for the four-year performance periods ending December 31, 1994, 1995 and 1996, respectively. 17 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), for the following: ESP ESOP SBP --- --- --- William G. Hairston, III $6,750 $1,127 $9,193 Jack D. Woodard 6,750 1,127 3,798 James H. Miller, III 6,750 1,127 3,383 J. Thomas Beckham, Jr. 6,995 1,127 1,213 Charles K. McCoy 6,750 623 763 27 STOCK OPTION GRANTS IN 1996 Stock Option Grants. The following table sets forth all stock option grants to the named executive officers of each operating subsidiary during the year ending December 31, 1996. ALABAMA, GEORGIA, GULF, MISSISSIPPI and SAVANNAH are incorporated by reference to page numbers III-19 and III-20 in the SOUTHERN system's combined Form 10-K for the year ended December 31, 1996. Stock Option Grants in 1996 for SOUTHERN is incorporated by reference to "Stock Option Grants" under ELECTION OF DIRECTORS in SOUTHERN's definitive Proxy Statement relating to 1997 annual meeting of stockholders.
Individual Grants Grant Date Value Number of Securities % of Total Underlying Options Exercise Share Granted to or Options Employees in Base Price Expiration Grant Date Name Granted18 Fiscal Year19 ($/Sh)18 Date18 Present Value($)20 ----------------------------------------------------------------------------------------------------------- SCS A. W. Dahlberg 154,610 10.6 23.00 04/15/2006 564,327 Paul J. DeNicola 26,330 1.8 23.00 04/15/2006 96,105 Bill M. Guthrie 17,541 1.2 23.00 06/01/2000 54,553 David M. Ratcliffe 15,179 1.0 23.00 04/15/2006 55,403 Thomas A. Fanning 8,055 0.6 23.00 04/15/2006 29,401 Southern Communications Robert G. Dawson 7,055 0.5 23.00 04/15/2006 25,751 R. Craig Elder - - - - - Southern Development J. Kevin Fletcher 4,161 0.3 23.00 04/15/2006 15,188 Tommy R. Kellogg 2,661 0.2 23.00 04/15/2006 9,713 See footnotes on the next page.
28
STOCK OPTION GRANTS IN 1996 Individual Grants Grant Date Value Number of Securities % of Total Underlying Options Exercise Share Granted to or Options Employees in Base Price Expiration Grant Date Name Granted18 Fiscal Year19 ($/Sh)18 Date18 Present Value($)20 ------------------------------------------------------------------------------------------------------------ Southern Energy Thomas G. Boren 14,250 1.0 23.00 04/15/2006 52,013 S. Marce Fuller 8,881 0.6 23.00 04/15/2006 32,416 Raymond D. Hill 8,881 0.6 23.00 04/15/2006 32,416 Richard J. Pershing 8,881 0.6 23.00 04/15/2006 32,416 Southern Nuclear William G. Hairston, III 15,583 1.1 23.00 04/15/2006 56,878 Jack D. Woodard 8,939 0.6 23.00 04/15/2006 32,627 James H. Miller, III 8,827 0.6 23.00 04/15/2006 32,219 J. Thomas Beckham, Jr. 6,933 0.5 23.00 04/15/2006 25,305 Charles K. McCoy 6,933 0.5 23.00 04/15/2006 25,305 _______________________ 18 Grants were made on April 15, 1996, and vest 25% per year on the anniversary date of the grant. Grants fully vest upon termination incident to death, disability, or retirement. The exercise price is the average of the high and low fair market value of SOUTHERN's common stock on the date granted. In accordance with the terms of the Executive Stock Plan, Mr. Guthrie's unexercised options expire on June 1, 2000, three years after his normal date of retirement. 19 A total of 1,460,731 stock options were granted in 1996 to key executives participating in SOUTHERN's Executive Stock Plan. 20 Based on the Black-Scholes option valuation model. The actual value, if any, an executive officer may realize ultimately depends on the market value of SOUTHERN's common stock at a future date. There is no assurance that the value realized will be at or near the value estimated by the Black-Scholes model. Assumptions used to calculate this value: price volatility - 18.627%; risk-free rate of return -6.51%; dividend yield - 5.48%; and time to exercise - ten years.
29 AGGREGATED STOCK OPTION EXERCISES IN 1996 AND YEAR-END OPTION VALUES Aggregated Stock Option Exercises. The following table sets forth information concerning options exercised during the year ending December 31, 1996 by the named executive officers and value of unexercised options held by them as of December 31, 1996 ALABAMA, GEORGIA, GULF, MISSISSIPPI and SAVANNAH are incorporated by reference to page numbers III-21 and III-22 in the SOUTHERN system's combined Form 10-K for the year ended December 31, 1996 Aggregated Stock Option Exercises in 1996 and Year-End Option Values information for SOUTHERN is incorporated by reference to "Aggregated Stock Option Exercises in 1996 and Year-End Option Values" under ELECTION OF DIRECTORS in SOUTHERN's definitive Proxy Statement relating to 1997 annual meeting of stockholders.
Value of Number of Unexercised Unexercised In-the-Money Options at Options at Fiscal Fiscal Year-End (#) Year-End($)21 Shares Acquired Value Exercisable/ Exercisable/ Name on Exercise (#) Realized($)22 Unexercisable Unexercisable - ------------------------------------------------------------------------------------------------------------------ SCS A. W. Dahlberg - - 123,218/222,955 571,573/130,667 Paul J. DeNicola - - 52,086/63,560 203,635/75,287 Bill M. Guthrie - - 74,833/42,333 469,921/49,192 David M. Ratcliffe - - 30,092/31,597 193,157/67,979 Thomas A. Fanning - - 1,885/13,713 1,885/5,658 Southern Communications Robert G. Dawson - - 3,585/8,250 5,041/1,680 R. Craig Elder - - - - Southern Development J. Kevin Fletcher - - 1,005/7,179 1,005/3,018 Tommy R. Kellogg - - 643/4,592 643/1,931 See footnotes on the next page. 30
AGGREGATED STOCK OPTION EXERCISES IN 1996 AND YEAR-END OPTION VALUES Value of Number of Unexercised Unexercised In-the-Money Options at Options at Fiscal Fiscal Year-End (#) Year-End($)21 Shares Acquired Value Exercisable/ Exercisable/ Name on Exercise (#) Realized($)22 Unexercisable Unexercisable - ---------------------------------------------------------------------------------------------------------------- Southern Energy Thomas G. Boren - - 16,987/32,360 43,590/36,318 S. Marce Fuller - - 0/6,774 0/0 Raymond D. Hill - - 0/8,881 0/0 Richard J. Pershing - - 0/8,881 0/0 Southern Nuclear William G. Hairston, III - - 18,817/38,231 40,646/45,468 Jack D. Woodard - - 10,839/21,084 23,298/23,315 James H. Miller, III - - 6,049/10,521 16,537/21,012 J. Thomas Beckham, Jr. - - 1,789/12,303 1,789/5,370 Charles K. McCoy - - 1,789/12,303 1,789/5,370 _____________________ 21 This represents the excess of the fair market value as of December 31, 1996, of the option shares over exercise price of the options. One column reports the "value" of options that are vested and therefore could be exercised; the other the "value" of options that are not vested and therefore could not be exercised as of December 31, 1996. 22 The "Value Realized" is ordinary income, before taxes, and represents the amount equal to the excess of the fair market value of the shares at the time of exercise over the exercise price.
31
LONG-TERM INCENTIVE PLANS - AWARDS IN 1996 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, 1996 through December 31, 1999. ALABAMA, GEORGIA, GULF, MISSISSIPPI and SAVANNAH are incorporated by reference to page numbers III-23 and III-24 in the SOUTHERN system's combined Form 10-K for the year ended December 31, 1996. Long-Term Incentive Plans- Awards information for SOUTHERN is incorporated by reference to "Aggregated Stock Option Exercises in 1996 and Year-End Option Values" under ELECTION OF DIRECTORS in SOUTHERN's definitive Proxy Statement relating to the 1997 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 (#)23 or Payout ($)24 ($)24 ($)24 - -------------------------------------------------------------------------------------------------------------------------- SCS A. W. Dahlberg 491,010 4 years 245,505 491,010 982,020 Paul J. DeNicola 271,854 4 years 135,927 271,854 543,708 Bill M. Guthrie 156,060 4 years 78,030 156,060 312,120 David M. Ratcliffe 132,168 4 years 66,084 132,168 264,336 Thomas A. Fanning 80,251 4 years 40,126 80,251 160,502 Southern Communications Robert G. Dawson - - - - - R. Craig Elder - - - - - Southern Development J. Kevin Fletcher 41,780 4 years 20,890 41,780 83,560 Tommy R. Kellogg 29,028 4 years 14,514 29,028 58,056
See footnotes on the next page. 32
LONG-TERM INCENTIVE PLANS - AWARDS IN 1996 Estimated Future Payouts under Non-Stock Price-Based Plans -------------------------------- Number Performance or of Other Period Units Until Maturation Threshold Target Maximum Name (#)23 or Payout ($)24 ($)24 ($)24 - -------------------------------------------------------------------------------------------------------------- Southern Energy Thomas G. Boren 2,750 4 years - - - S. Marce Fuller 1,750 4 years - - - Raymond D. Hill 1,750 4 years - - - Richard J. Pershing 1,750 4 years - - - Southern Nuclear William G. Hairston, III 163,866 4 years 81,933 163,866 327,732 Jack D. Woodard 80,251 4 years 40,126 80,251 160,502 James H. Miller, III 80,251 4 years 40,126 80,251 160,502 J. Thomas Beckham, Jr.25 - - - - - Charles K. McCoy 58,514 4 years 29,257 58,514 117,028 __________________________________ 23 A performance unit is a method of assigning a dollar value to a performance award opportunity. The actual number of units granted to a named executive officers (except those employees of Southern Energy who do not participate in this plan) is based on an award percentage of an individual's base salary range mid-point with each unit valued at $1.00. No awards are paid unless the participant remains employed by SOUTHERN through the end of the performance period. For Southern Energy, the number of units awarded, each valued at $100, is determined by the board of directors of Southern Energy under its Deferred Incentive Compensation Plan. No awards are paid unless the participant remains employed by Southern Energy through the end of the performance period. 24 The threshold, target, and maximum value of a unit is $0.50, $1.00, and $2.00, respectively, and can vary based on SOUTHERN's return on common equity relative to a selected group of electric and gas utilities in the Southeastern United States. If certain minimum performance relative to the selected group is not achieved, there will be no payout; nor is there a payout if the current earnings of SOUTHERN are not sufficient to fund the dividend rate paid in the last calendar year. All awards are payable in cash at the end of the performance period. 25 Retired January 1, 1997.
33 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, 1996. 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, 1996. SOUTHERN is incorporated by reference to "Stock Ownership" under ELECTION OF DIRECTORS in SOUTHERN's definitive Proxy Statement relating to the 1997 annual meeting of stockholders. ALABAMA, GEORGIA, GULF, MISSISSIPPI and SAVANNAH are incorporated by reference to page numbers III-30 through III-35 in the SOUTHERN system's combined Form 10-K for the year ended December 31, 1996. Name of Directors or Nominees and Number of Shares Executive Officers Title of Class Beneficially Owned (1)(2) - ------------------ -------------- ------------------- SCS A. W. Dahlberg SOUTHERN Common 182,190 Paul J. DeNicola SOUTHERN Common 85,643 H. Allen Franklin SOUTHERN Common 114,757 Elmer B. Harris SOUTHERN Common 170,780 Thomas A. Fanning SOUTHERN Common 7,379 Bill M. Guthrie SOUTHERN Common 128,855 David M. Ratcliffe SOUTHERN Common 50,354 The directors, nominees and executive officers of SCS as a Group SOUTHERN Common 898,651 shares SEGCO Robert L. Boyer SOUTHERN Common 41,857 H. Allen Franklin SOUTHERN Common 114,757 Bill M. Guthrie SOUTHERN Common 128,855 Elmer B. Harris SOUTHERN Common 170,780 Robert H. Haubein, Jr. SOUTHERN Common 23,678 34 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) William B. Hutchins, III SOUTHERN Common 37,299 Warren Y. Jobe SOUTHERN Common 50,212 GEORGIA Preferred 403 Charles D. McCrary SOUTHERN Common 22,606 Earl B. Parsons, Jr. SOUTHERN Common 7,088 The directors, nominees and executive officers of SEGCO as a Group SOUTHERN Common 597,132 shares GEORGIA Preferred 403 shares Southern Communications Robert S. Beason SOUTHERN Common 10,550 Wayne T. Dahlke SOUTHERN Common 26,594 Robert G. Dawson SOUTHERN Common 22,893 Paul J. DeNicola SOUTHERN Common 85,643 Dwight H. Evans SOUTHERN Common 40,340 GEORGIA Preferred 200 MISSISSIPPI Preferred 100 Thomas A. Fanning SOUTHERN Common 7,379 Francis M. Fisher SOUTHERN Common 6,663 GULF Preferred 2 William B. Hutchins, III SOUTHERN Common 37,299 David M. Ratcliffe SOUTHERN Common 50,354 W. L. Westbrook SOUTHERN Common 65,686 The directors, nominees and executive officers of Southern Communications as a Group SOUTHERN Common 357,616 shares GEORGIA Preferred 200 shares GULF Preferred 2 shares MISSISSIPPI Preferred 100 shares 35 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) - ------------------ -------------- ------------------ Southern Development Robert S. Beason SOUTHERN Common 10,550 William P. Bowers SOUTHERN Common 6,655 Paul J. DeNicola SOUTHERN Common 85,643 Dwight E. Evans SOUTHERN Common 40,340 GEORGIA Preferred 200 MISSISSIPPI Preferred 100 Thomas A. Fanning SOUTHERN Common 7,379 J. Kevin Fletcher SOUTHERN Common 11,592 Michael L. Scott SOUTHERN Common 8,590 W. L. Westbrook SOUTHERN Common 65,686 Tommy R. Kellogg SOUTHERN Common 6,251 The directors, nominees and executive officers of Southern Development as a Group SOUTHERN Common 263,685 shares GEORGIA Preferred 200 shares MISSISSIPPI Preferred 100 shares Southern Energy Kerry E. Adams SOUTHERN Common 29,411 Thomas G. Boren SOUTHERN Common 28,279 Travis J. Bowden SOUTHERN Common 81,563 A. W. Dahlberg SOUTHERN Common 182,190 Paul J. DeNicola SOUTHERN Common 85,643 H. Allen Franklin SOUTHERN Common 114,757 W. L. Westbrook SOUTHERN Common 65,686 S. Marce Fuller SOUTHERN Common 2,745 Raymond D. Hill SOUTHERN Common 1,088 36 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) - ------------------ -------------- ------------------ Southern Energy (continued) Richard J. Pershing SOUTHERN Common 19,937 The directors, nominees and executive officers of Southern Energy as a Group SOUTHERN Common 665,074 shares Southern Nuclear A. W. Dahlberg SOUTHERN Common 182,190 Paul J. DeNicola SOUTHERN Common 85,643 H. Allen Franklin SOUTHERN Common 114,757 William G. Hairston, III SOUTHERN Common 36,912 Elmer B. Harris SOUTHERN Common 170,780 J. Thomas Beckham, Jr. SOUTHERN Common 70,188 Charles K. McCoy SOUTHERN Common 3,949 James H. Miller, III SOUTHERN Common 8,708 ALABAMA Preferred 40 Jack D. Woodard SOUTHERN Common 33,963 The directors, nominees and executive officers of Southern Nuclear as a Group SOUTHERN Common 762,422 shares ALABAMA Preferred 40 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. Beason, 1,045 shares; Mr. Boren, 16,987 shares; Mr. Bowden, 51,315 shares; Mr. Bowers, 1,190 shares; Mr. Boyer, 1,487 shares; Mr. Dahlberg, 123,218 shares; Mr. Dahlke, 10,269 shares; Mr. Dawson, 3,585 shares; Mr. DeNicola, 52,086 shares; Mr. Evans, 21,316 shares; Mr. Fanning, 1,885 shares; Mr. Fisher, 1,400 shares; Mr. Fletcher, 1,005 shares; Mr. Franklin, 90,733 shares; Mr. Guthrie, 74,833 shares; Mr. Hairston, 18,817 shares; Mr. Harris, 120,265 shares; Mr. Haubein, 16,992 shares; Mr. Hodges, 13,050 shares; Mr. Hutchins, 16,061 shares; Mr. Kellogg, 643 shares; Mr. McCoy, 1,789 shares; Mr. Miller, 6,049 shares; Mr. Newman, 5,347 shares; Mr. Parsons, 2,023 shares; Mr. Ratcliffe, 41,448 shares; Mr. Scott, 1,189 shares; Mr. Williams, 9,575 shares and Mr. Woodard, 10,839 shares. Also included are shares of SOUTHERN common stock held by the spouse of the Mr. Harris, 310 shares. 37 ITEM 6. OFFICERS AND DIRECTORS. - ---------------------------------- PART III. - -------- (c) Contracts and transactions with system companies. ALABAMA, GEORGIA, GULF, MISSISSIPPI and SAVANNAH are incorporated by reference to page numbers III-36 and III-37 in the SOUTHERN system's combined Form 10-K for the year ended December 31, 1996. (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" under ELECTION OF DIRECTORS in SOUTHERN's definitive Proxy Statement relating to the 1997 annual meeting of stockholders. (f) Rights to indemnity. Incorporated by reference are the by-laws, for the companies of the SOUTHERN system, contained herein as Exhibits. 38 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 of Disbursing Name of Company Name of Recipient or Beneficiary Purpose Company Amount($) - --------------- -------------------------------- ------- ------- --------- SOUTHERN American Red Cross Support 426 35,000 Association of Edison Illuminating Dues 930 100 Center for Energy and Economic Development Dues 930 100,000 Edison Electric Institute Dues 930 7,740 National Association of Illuminating Dues 930 2,000 ALABAMA Alabama Alliance of Business & Industry Dues 426 2,500 American Economic Development Council Dues 921,923,930 898 Business Council of Alabama Dues & Support 930,426 2,058,520 Nature Conservancy Support 426 11,000 Cahaba River Society Dues & Support 793,426 700 Coalition for Affordable Power Support 426 10,000 Edison Electric Institute Dues 923,930 504,208 Public Affairs Research Council of Alabama Dues 930 10,000 Nuclear Energy Institute Dues & Support 524,426 363,969
39 ITEM 7. CONTRIBUTIONS AND PUBLIC RELATIONS. (Continued) - ----------------------------------------------------------------
Accounts Charged, if any, per Books of Disbursing Name of Company Name of Recipient or Beneficiary Purpose Company Amount($) - --------------- -------------------------------- ------- ------- --------- GEORGIA Edison Electric Institute Dues 426,930 704,062 Georgia Conservancy Support N/A 4,800** 426 25,000 Georgia Council on Economic Education Dues N/A 24,666** 426 2,000 Georgia Electrification Council, Inc. Dues 930 38,500 National Alliance of Business Dues 930 2,500 National Association of Manufacturers Dues 930 7,500 Nature Conservancy Support 426 40,000 Nuclear Energy Institute Dues 524,426 415,161*** GULF Associated Industries of Florida Dues 930 4,000 Coalition for Affordable Power Support 426 10,000 Economic Development Council - Walton County Support 912 15,000 Edison Electric Institute Dues 930 112,991 Florida State Society of Washington, D.C. Dues & Support 426 950 Florida Taxwatch, Inc. Dues 426 10,000 Northwest Florida Regional Economic Development Coalition Support 912,930 65,062 Washington County Chamber of Commerce-Operational Assistance for Economic Development Efforts Support 912 10,000 World Trade Council of Northwest Florida Support 426,912 16,875 Other Economic Development Councils/Activity Groups (11 Beneficiaries) Dues & Support 930,912,426,921 26,642 MISSISSIPPI American National Standards Institute Dues 930 1,776 Area Development Partnership Dues 930 6,000 Edison Electric Institute Dues 930 63,823 Jones County Economic Development Dues 930 2,500 Mississippi Business Roundtable Dues 930 5,000 Mississippi Economic Council Dues 930 1,925 Mississippi Gulf Coast Chamber of Commerce Dues 930 2,920 Mississippi Manufacturers Association Dues 930 1,425 Mississippi Wildlife Federation Dues 930 1,000 Retail Association of Mississippi Dues 930 1,600 Southern Electric Exchange, Inc. Dues 930 8,473 Southeastern Electric Reliability Council Dues 930 11,680 The Nature Conservancy Dues 930 5,000 The Partnership Dues 930 4,500
** Georgia Power Foundation. *** Excludes dues billed to joint owners of Plants Hatch and Vogtle. 40 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($) - --------------- -------------------------------- ------- ------- --------- SAVANNAH American Economic Development Council Dues 930 305 Association County Commissioners of Georgia Dues 930 500 Conservation Fund Support 426 2,000 Edison Electric Institute Dues 426,930 47,356 Georgia Conservancy Support 426 2,500 Georgia Corporation for Economic Development Support 426 5,000 Georgia Council for Economic Education Support 426 4,000 Georgia Economic Developers Association Dues 930 600 Georgia Electrification Council Dues & Support 930,910 2,100 Georgia Municipal Association Dues 930 1,000 National Association of Manufacturers Dues 426,930 1,050 National Council for Urban Economic Development Dues 930 295 Savannah Area Manufacturers Council Support 426 500 Savannah Development and Renewal Authority Support 930,921 165 Savannah Economic Development Authority Support 426 2,000 Southern Economic Development Council Dues 930,921 350
41
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) SEI (Note) (Note) Yes (Note) (Note) Southern Communications (Note) (Note) Yes (Note) (Note) Southern Development (Note) (Note) Yes Sublease of railcars GEORGIA ALABAMA $347,204 Yes Sublease of railcars GEORGIA SAVANNAH $101,296 Yes Sublease of railcars MISSISSIPPI ALABAMA $267,393 Yes Sublease of railcars MISSISSIPPI GEORGIA $781,236 Yes Sublease of railcars SAVANNAH ALABAMA $21,922 Yes Sublease of railcars SAVANNAH GEORGIA $83,886 Yes Sublease of railcars SAVANNAH MISSISSIPPI $59,086 Yes
Note: Southern Energy, Southern Communications, and Southern Development have agreements with SCS, ALABAMA, GEORGIA, GULF, MISSISSIPPI and SAVANNAH pursuant to which Southern Energy, Southern Communications and Southern Development reimburse each of such companies for the full cost of services, personnel and facilities provided to Southern Energy, Southern Communications and Southern Development. Pursuant to such agreements, during 1996 the total reimbursements to SCS, ALABAMA, GEORGIA, GULF, MISSISSIPPI and SAVANNAH from Southern Energy were $11,155,821; $663,344; $1,272,188; $122,268; $142,990 and $197,729 , respectively; from Southern Communications were $16,029,409; $944,956; $10,435,038; $882,068; $16,991; and $0, respectively; and from Southern Development were $7,633,000 $4,177,000; $1,500,000; $45,000; $65,000; and $1,000, respectively. Part II. - ------- None. Part III. - -------- SAVANNAH - LCG Associates, Inc. - Pension Advisors - $40,000 per year. 42
ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES - ---------------------------------------------------------- PART I(a) Key terms: FUCO means Foreign Utility Company FUCO-S means a subsidiary of a FUCO EWG means Exempt Wholesale Generator IS means Intermediate Subsidiary PP means Project Parent COMPANY, LOCATION AND ADDRESS FUCO, GENERATION, OWNERSHIP % OWNED EWG, TRANSMISSION, PP DISTRIBUTION GEN TRAN DIST -------------------------------------- ------- --------------------------- ---------------------------------- 1. Southern Electric Bahamas PP N/A N/A N/A Southern 100% Holdings, Ltd. Energy-Newco2, Inc. 900 Ashwood Parkway, Suite 500 Atlanta, GA 30338 2. Southern Electric Bahamas, Ltd. PP N/A N/A N/A Southern Electric 900 Ashwood Parkway, Suite 500 Bahamas Holdings, Atlanta, GA 30338 Ltd. 100% 3. ICD Utilities Limited PP N/A N/A N/A Southern Electric P. O. Box 340939 Bahamas, Ltd. 25% Coral Gables, FL 33114 Third Party 75% 4. Freeport Power Company, Ltd. FUCO Note Note Note Southern Electric Port Authority Building (1) (2) (3) Bahamas, Ltd. 62.5% P.O. Box F-40888 Third Party 37.5% Freeport, Grand Bahamas, Bahamas 5. SEI Operadora de Argentina, S.A. FUCO N/A N/A N/A Southern Energy, LN Alem 712 - Piso 7 Inc. 99.99% (1001) Buenos Aires, Argentina SEI Holdings, Inc. .01% 6. SEI Holdings, Inc. PP N/A N/A N/A The Southern Co. 100% 900 Ashwood Parkway, Suite 500 Atlanta, GA 30338 7. Asociados de Electricidad, S.A. PP N/A N/A N/A SEI Holdings, Inc. 99.99% LN Alem 712 - Piso 7 Third Party .01% (1001) Buenos Aires, Argentina 8. SEI y Asociados de Argentina, S.A. PP N/A N/A N/A SEI Holdings, Inc. 80% LN Alem 712 - Piso 7 Asociados de (1001) Buenos Aires, Argentina Electricidad, S.A. 14% Third Party 6% 9. Hidroelectrica Alicura, S.A. FUCO Note N/A N/A SEI y Asociados de LN Alem 712 - Piso 7 (1) Argentina, S.A. (1001) Buenos Aires, Argentina Third Party 59%
43
ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES - ---------------------------------------------------------- PART I(a) COMPANY, LOCATION AND ADDRESS FUCO, GENERATION, TRANSMISSION, OWNERSHIP % OWNED EWG, DISTRIBUTION PP GEN TRAN DIST - -------------------------------------- ------- --------------------------- ---------------------------------- 10. Southern Electric International -Europe IS N/A N/A N/A Southern Electric Limited International - 900 Ashwood Parkway, Suite 500 Europe, Inc. 100% Atlanta, GA 30338 11. SEI Chile, S.A. PP N/A N/A N/A Southern 100% Apoquindo 3721 Energy-Newco2, Inc. Oficina 114 Edificio "Torre Las Condes" Las Condes, Chile 12. Inversiones SEI Chile Limitada PP N/A N/A N/A SEI Chile, S.A. 99% Apoquindo 3721 SEI Holdings, Inc. 1% Oficina 114 Edificio "Torre Las Condes" Las Condes, Chile 13. Electrica SEI Chile Limitada PP N/A N/A N/A SEI Chile, S.A. 99% Apoquindo 3721 Southern Energy Oficina 114 International, Inc. 1% Edificio "Torre Las Condes" Las Condes, Chile 14. Empresa Electrica del Norte Grande, S.A. FUCO Note Note N/A Inversiones SEI Antofagasta, Chile (3) (2) Chile Ltda 26.63% Avenida Grecia 750 Electrica SEI Chile Casilla 1290 Ltda 38.35% Antofagasta, Chile Third Party 35.02% 15. Sitranor S. A. Sub-sidiary N/A N/A N/A Empressa Electric a Antofagasta, Chile of PP del Avenida Grecia 750 Norte Grande, SA 60% Casilla 1290 Third Party 40% Antofagasta, Chile 16. Energia del Pacifico PP N/A N/A N/A SEI Chile, S.A. 99.9% Apoquindo 3721, Oficina 114 Inversiones SEI Edificio, Las Condes, Santiago, Chile Chile Limitada .1% 17. Energia de Nuevo Leon, SA de CV FUCO N/A N/A N/A The Southern Company 900 Ashwood Parkway, Suite 500 Third Party 33.33% Atlanta, GA 30338 66.66% 18. Southern Electric International, Europe PP N/A N/A N/A Southern Energy 100% Inc. International, Inc. 900 Ashwood Parkway, Suite 500 Atlanta, GA 30338
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ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES - ---------------------------------------------------------- PART I(a) COMPANY, LOCATION AND ADDRESS FUCO, GENERATION, OWNERSHIP % OWNED EWG, TRANSMISSION, PP DISTRIBUTION - ---------------------------------------------- ----------- ---------------------------- -------------------- ----------- GEN TRAN DIST -------- --------- --------- 19. Southern Investment UK Holding, Ltd. PP N/A N/A N/A SEI Europe, Inc. 75% 31 Curzon Street Third Party 25% London, WIY 7AE England 20. Southern Investment UK, plc PP N/A N/A N/A Southern 31 Curzon Street Investment UK London, WIY 7AE Holding, Ltd. 100% England 21. South West Electricity, plc FUCO Note N/A Note Southern 800 Park Avenue (1) (3) Investment UK, plc Aztec West 100% Almondsbury, Bristol BS12 4SE 22.Electricity Association Limited FUCO-S NA NA NA South Western 5.9% 800 Park Avenue Electricity, plc 94.1% Aztec West Third Party Almondsbury, Bristol BS12 4SE 23. SWEB Finance Limited (Inactive) FUCO-S NA NA NA South Western 100% 800 Park Avenue Electricity, plc Aztec West Almondsbury, Bristol BS12 4SE 24. Electricity Association Technology Limited FUCO-S NA NA NA South Western 7.7% 800 Park Avenue Electricity, plc 92.3% Aztec West Third Party Almondsbury, Bristol BS12 4SE 25. SWEB Telecom Limited (Inactive) FUCO-S NA NA NA South Western 100% 800 Park Avenue Electricity, plc Aztec West Almondsbury, Bristol BS12 4SE 26. SWEB Gas Limited (Inactive) FUCO-S NA NA NA South Western 100% 800 Park Avenue Electricity, plc Aztec West Almondsbury, Bristol BS12 4SE 27. South Western Energy Limited (Inactive) FUCO-S NA NA NA South Western 100% 800 Park Avenue Electricity, plc Aztec West Almondsbury, Bristol BS12 4SE
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ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES - ---------------------------------------------------------- PART I(a) COMPANY, LOCATION AND ADDRESS FUCO, GENERATION, OWNERSHIP % OWNED EWG, TRANSMISSION, PP DISTRIBUTION - --------------------------------------------- ---------- --------------------------- -------------------- ----------- GEN TRAN DIST -------- --------- -------- 28. SWEB Limited (Inactive) FUCO-S N/A N/A N/A South Western 100% 800 Park Avenue Electricity, plc Aztec West Almondsbury, Bristol BS12 4SE 29. SWEB International Limited (Inactive) FUCO-S N/A N/A N/A South Western 100% 800 Park Avenue Electricity, plc Aztec West Almondsbury, Bristol BS12 4SE 30. SWEB Natural Gas Limited (Inactive) FUCO-S N/A N/A N/A South Western 100% 800 Park Avenue Electricity, plc Aztec West Almondsbury, Bristol BS12 4SE 31. South Western Natural Gas Limited (Inactive) FUCO-S N/A N/A N/A South Western 100% 800 Park Avenue Electricity, plc Aztec West Almondsbury, Bristol BS12 4SE 32. Western Natural Gas Limited (Inactive) FUCO-S N/A N/A N/A South Western 100% 800 Park Avenue Electricity, plc Aztec West Almondsbury, Bristol BS12 4SE 33. SWEB Retail Limited (Inactive) FUCO-S N/A N/A N/A South Western 100% 800 Park Avenue Electricity, plc Aztec West Almondsbury, Bristol BS12 4SE 34. Electricity Pensions Limited FUCO-S N/A N/A N/A South Western 0% 800 Park Avenue Electricity, plc Note (4) Aztec West Almondsbury, Bristol BS12 4SE 35. Electricity Pensions Trustee Limited FUCO-S N/A N/A N/A South Western 5% 800 Park Avenue Electricity, plc 95% Aztec West Third Party Almondsbury, Bristol BS12 4SE 36. ESN Holdings Limited FUCO-S N/A N/A N/A South Western 4.5% 800 Park Avenue Electricity, plc 95.5% Aztec West Third Party Almondsbury, Bristol BS12 4SE
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ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES - ---------------------------------------------------------- PART I(a) COMPANY, LOCATION AND ADDRESS FUCO, GENERATION, OWNERSHIP % OWNED EWG, TRANSMISSION, PP DISTRIBUTION - ------------------------------------------- -------- ----------------------- -------------------------------- GEN TRAN DIST -------- --------- ------ 37. REC Collect Limited FUCO-S N/A N/A N/A South Western 800 Park Avenue Electricity, plc 25.0% Aztec West Third Party 75.0% Almondsbury, Bristol BS12 4SE 38. South Western Power Limited FUCO-S Note N/A N/A South Western 800 Park Avenue (1) Electricity, plc 100% Aztec West Almondsbury, Bristol BS12 4SE 39. South Western Power Investments Limited FUCO-S N/A N/A N/A South Western 800 Park Avenue Power Limited 100% Aztec West Almondsbury, Bristol BS12 4SE 40. Non-Fossil Purchasing Agency Limited FUCO-S N/A N/A N/A South Western Andrea Pisano n. 120 Electricity, plc 8.3% Pisa, Italy Third Party 91.7% 41. Winterton Power Limited FUCO-S Note N/A N/A South Western 800 Park Avenue (1) Power Investments Aztec West Limited 25.0% Almondsbury, Bristol BS12 4SE Third Party 75.0% 42. Teeside Power Limited FUCO-S Note N/A N/A South Western 800 Park Avenue (1) Power Investments Aztec West Limited 7.7% Almondsbury, Bristol BS12 4SE Third Party 92.3% 43. Wind Resources Limited FUCO-S N/A N/A N/A South Western 800 Park Avenue Power Investments Aztec West Limited 45.0% Almondsbury, Bristol BS12 4SE Third Party 55.0% 44. Coal Clough Limited FUCO-S Note N/A N/A Wind Resources 800 Park Avenue (1) Limited 100% Aztec West Almondsbury, Bristol BS12 4SE 45. Carland Cross Limited FUCO-S Note N/A N/A Wind Resources 800 Park Avenue (1) Limited 100% Aztec West Almondsbury, Bristol BS12 4SE
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ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES - ---------------------------------------------------------- PART I(a) COMPANY, LOCATION AND ADDRESS FUCO, GENERATION, OWNERSHIP % OWNED EWG, TRANSMISSION, PP DISTRIBUTION - --------------------------------------- ----------- --------------------------- -------------------- ----------- GEN TRAN DIST -------- --------- -------- 46. SWEB Property Investments Ltd. FUCO-S N/A N/A N/A South Western 800 Park Avenue Electricity, plc 100% Aztec West Almondsbury, Bristol BS12 4SE 47. SWEB Property Developments Ltd. FUCO-S N/A N/A N/A South Western 800 Park Avenue Electricity, plc 100% Aztec West Almondsbury, Bristol BS12 4SE 48. Temple Back Developments Ltd. FUCO-S N/A N/A N/A SWEB Property 800 Park Avenue Developments Ltd. 49.0% Aztec West Third Party 51.0% Almondsbury, Bristol BS12 4SE 49. Weston Super Mare Developments Limited FUCO-S N/A N/A N/A Temple Back 800 Park Avenue Developments, Ltd. Aztec West 100% Almondsbury, Bristol BS12 4SE 50. SWEB Investments Limited FUCO-S N/A N/A N/A South Western 800 Park Avenue Electricity, plc 100% Aztec West Almondsbury, Bristol BS12 4SE 51. South West Enterprise Limited FUCO-S N/A N/A N/A South Western 800 Park Avenue Electricity, plc 0% Aztec West Note (4) Almondsbury, Bristol BS12 4SE 52. Croeso Systems Development Ltd. FUCO-S N/A N/A N/A SWEB Investments 800 Park Avenue 1996 Limited Aztec West Third Party 50.0% Almondsbury, Bristol BS12 4SE 50.0% 53.Wind Electric Limited FUCO-S N/A N/A N/A South Western 800 Park Avenue Powers Investments Aztec West Limited Almondsbury, Bristol BS12 4SE Third Party 11.7% 88.3% 54.St. Clements Services Limited FUCO-S N/A N/A N/A South Western 800 Park Avenue Electricity, plc 9.1% Aztec West Third Party 90.9% Almondsbury, Bristol BS12 4SE 55.SWEB Data Collection Services Limited FUCO-S N/A N/A N/A South Western 800 Park Avenue Electricity, plc 100% Aztec West Almondsbury, Bristol BS12 4SE
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ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES - ---------------------------------------------------------- PART I(a) COMPANY, LOCATION AND ADDRESS FUCO, GENERATION, OWNERSHIP % OWNED EWG, TRANSMISSION, PP DISTRIBUTION - ----------------------------------------- ----------- --------------------------- -------------------- ----------- GEN TRAN DIST 56.SWEB Investments 1996 Limited FUCO-S N/A N/A N/A South Western 800 Park Avenue Electricity, plc 100% Aztec West Almondsbury, Bristol BS12 4SE 57.UK Data Collections Services Limited FUCO-S N/A N/A N/A South Western 800 Park Avenue Electricity, plc 8.3% Aztec West Third Party 91.7% Almondsbury, Bristol BS12 4SE 58. South Western Helicopters Limited FUCO-S N/A N/A N/A South Western 800 Park Avenue Electricity, plc 100% Aztec West Almondsbury, Bristol BS12 4SE 59. Concorde House Limited FUCO-S N/A N/A N/A South Western 800 Park Avenue Electricity, plc 100% Aztec West Almondsbury, Bristol BS12 4SE 60. Western Gas Limited FUCO-S N/A N/A N/A South Western 800 Park Avenue Electricity, plc 75% Aztec West Third Party 25% Almondsbury, Bristol BS12 4SE 61. SWEB Insurance Limited FUCO-S N/A N/A N/A South Western 800 Park Avenue Electricity, plc 100% Aztec West Almondsbury, Bristol BS12 4SE 62. AZTEC Insurance Ltd. FUCO-S N/A N/A N/A South Western 800 Park Avenue Electricity, plc 100% Aztec West Almondsbury, Bristol BS12 4SE 63. SWEB Pension Trustee Limited FUCO-S N/A N/A N/A South Western 800 Park Avenue Electricity, plc 100% Aztec West Almondsbury, Bristol BS12 4SE 64. South Western Electricity Share Scheme FUCO-S N/A N/A N/A South Western Trustees Limited Electricity, plc 100% 800 Park Avenue Aztec West Almondsbury, Bristol BS12 4SE
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ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES - ---------------------------------------------------------- PART I(a) COMPANY, LOCATION AND ADDRESS FUCO, GENERATION, OWNERSHIP % OWNED EWG, TRANSMISSION, PP DISTRIBUTION - ----------------------------------------- --------- ---------------------------- --------------------- ----------- GEN TRAN DIST --------- --------- -------- 65. Southern Electric International - PP N/A N/A N/A Southern Electric Netherlands B.V. (formerly Tesro Holding, International - B.V.) Europe, Inc. 100% Hoekenrode 6-8 1102 BR Amsterdam The Netherlands 66.Zamojska Spolka Energetycnza FUCO N/A N/A N/A Southern Electric 1 Kozmiana Street International - 22-400 Zamosc Netherlands B.V. 49% Poland Third Party 51% 67. Southern Electric, Inc. EWG N/A N/A N/A SEI Holdings, Inc. 100% 900 Ashwood Parkway, Suite 500 Atlanta, GA 30338 68. SEI Beteilligungs GmbH PP N/A N/A N/A Southern 900 Ashwood Parkway, Suite 500 Energy-Newco2, Inc. 100% Atlanta, GA 30338 69. P.T. Tarahan Power Company FUCO N/A N/A N/A SEI Beteilligungs JL.H.R. Rasuna Said Kav B-1 GmbH 55% Gedung Wisma Bakrie Setiabudi Third Party 45% Jakarta, Selatan 12920 70. Southern Electric International Trinidad, EWG N/A N/A N/A Southern Energy 100% Inc. International, Inc. 900 Ashwood Parkway, Suite 500 Atlanta, GA 30338 71. The Power Generation Company of EWG Note (1) N/A N/A Southern Electric Trinidad & Tobago, Ltd. International 6A Queens Park West Trinidad, Inc. 39% Port of Spain, Trinidad, West Indies Third Party 61% 72. Southern Electric Brasil Participacoes, PP N/A N/A N/A Southern Energy Limitada International, Inc. 99% 900 Ashwood Parkway, Suite 500 SEI Holdings, Inc. 1% Atlanta, GA 30338
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ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES PART I(a) COMPANY, LOCATION AND ADDRESS FUCO, GENERATION, OWNERSHIP % OWNED EWG, TRANSMISSION, PP DISTRIBUTION - ----------------------------------------- --------- ---------------------------- --------------------- ----------- GEN TRAN DIST --------- --------- -------- 73. Southern Energy North America, Inc. IS N/A N/A N/A SEI Holdings, Inc. 100% (formerly Southern Electric Wholesale Generators, Inc.) 900 Ashwood Parkway, Suite 500 Atlanta, GA 30338 74. Southern Energy Trading and Marketing, IS N/A N/A N/A Southern Energy Inc. (formerly Southern Energy Marketing North America, Inc. Inc.) 100% 900 Ashwood Parkway, Suite 500 Atlanta, GA 30338 75. SEI Birchwood, Inc. IS N/A N/A N/A Southern Energy 900 Ashwood Parkway, Suite 500 North America Inc. Atlanta, GA 30338 Southern Energy 95% Trading and Marketing, Inc. 5% 76. Birchwood Power Partners, L.P. EWG Note N/A N/A SEI Birchwood, Inc. 900 Ashwood Parkway, Suite 500 (1) Third Party 50% Atlanta, GA 30338 50% 77. SEI Hawaiian Cogenerators, Inc. EWG N/A N/A N/A Southern Energy 900 Ashwood Parkway, Suite 500 North America, Inc. Atlanta, GA 30338 100% 78. Southern Energy - Cajun, Inc. IS N/A N/A N/A Southern Energy 900 Ashwood Parkway, Suite 500 North America, Inc. Atlanta, GA 30338 100% 79.Louisiana Generating, L.L.C. IS N/A N/A N/A Southern 900 Ashwood Parkway, Suite 500 Energy-Cajun, Inc. 40% Atlanta, GA 30338 Third Party 60% 80. SEI State Line, Inc. EWG N/A N/A N/A Southern Energy 900 Ashwood Parkway, Suite 500 North America, Inc. Atlanta, GA 30338 100%
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ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES - ---------------------------------------------------------- PART I(a) COMPANY, LOCATION AND ADDRESS FUCO, GENERATION, OWNERSHIP % OWNED EWG, TRANSMISSION, PP DISTRIBUTION - ----------------------------------------- --------- ---------------------------- --------------------- ----------- GEN TRAN DIST --------- --------- -------- 81. State Line Energy, L.L.C. EWG N/A N/A N/A SEI State Line, Inc. 900 Ashwood Parkway, Suite 500 100% Atlanta, GA 30338 82. Southern Energy International, Inc. PP N/A N/A N/A SEI Holdings, Inc. 100% 900 Ashwood Parkway, Suite 500 Atlanta, GA 30338 83. Southern Energy-Newco2, Inc. PP N/A N/A N/A Southern Energy 100% 900 Ashwood Parkway, Suite 500 International, Inc. Atlanta, GA 30338 84. Southern Energy - Asia, Inc. PP N/A N/A N/A Southern Energy Suite 1401, Two Exchange Square International, Inc. 100% 8 Connaught Place Hong Kong 85.Consolidated Electric Power Asia IS N/A N/A N/A Southern Energy 3.5% 183 Queen's Road East Asia, Inc. 63/F Hopewell Centre Hong Kong 86. Southern Electric International Finance, IS N/A N/A N/A Southern Electric Inc. International - 1105 North Market Street Europe, Inc. 100% Suite 1300 Wilmington, Delaware 19899 87.The Southern Company - Europe, plc IS N/A N/A N/A Southern Electric 31 Curzon Street International - London W1Y 7AE England Europe, Inc. 99.99% SEI Holdings, Inc. .01% 88. Southern Energy Finance Company, Inc. PP N/A N/A N/A SEI Holdings, Inc. 100% 900 Ashwood Parkway, Suite 500 Atlanta, GA 30338 89. EPZ Lease, Inc. IS N/A N/A N/A Southern Energy 1403 Foulk Road Finance Company, Suite 102 Inc. 100% Wilmington, DE 19803
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ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES - ---------------------------------------------------------- PART I(a) GENERATION, OWNERSHIP % OWNED COMPANY, LOCATION AND ADDRESS FUGO,EWG, TRANSMISSION, PP DISTRIBUTION - ----------------------------------------- --------- ---------------------------- --------------------- ----------- GEN TRAN DIST --------- --------- -------- 90. EPZ Lease, L.L.C. IS N/A N/A N/A EPZ Lease, Inc. 99% 1403 Foulk Road Southern Energy Suite 102 Finance Company, Wilmington, DE 19803 Inc. 1% 91. EPZ Lease Holding A, L.L.C. IS N/A N/A N/A EPZ Lease, L.L.C. 1403 Foulk Road EPZ Lease, Inc. 99% Suite 102 1% Wilmington, DE 19803 92. EPZ Lease Holding B, L.L.C. IS N/A N/A N/A EPZ Lease, L.L.C. 1403 Foulk Road EPZ Lease, Inc. 99% Suite 102 1% Wilmington, DE 19803 93. EPZ Lease Holding C, L.L.C. IS N/A N/A N/A EPZ Lease, L.L.C. 1403 Foulk Road EPZ Lease, Inc. 99% Suite 102 1% Wilmington, DE 19803 94. EPZ Lease Trust A FUCO N/A N/A N/A EPZ Lease Holding 1403 Foulk Road A, L.L.C. Suite 102 100% Wilmington, DE 19803 95. EPZ Lease Trust B FUCO N/A N/A N/A EPZ Lease Holding 1403 Foulk Road B, L.L.C. Suite 102 100% Wilmington, DE 19803 96. EPZ Lease Trust C FUCO N/A N/A N/A EPZ Lease Holding 1403 Foulk Road C, L.L.C. Suite 102 100% Wilmington, DE 19803 97. Southern Energy E Associados IS N/A N/A N/A Southern Electric Participacoes, S.A. Brasil Av. Presidente Juscelino Kubitschek 50 Participacoes, Ltda 99% Conj. 172 Southern Energy 04543-000 Sao Paulo, Brazil International, Inc. 1% 98. Cayman Energy Traders IS N/A N/A N/A Southern Energy - P.O. Box 309 Ugland House Newco2, Inc. 100% South Church Street Grand Cayman, Cayman Islands, British West Indies
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ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES - ---------------------------------------------------------- PART I(a) NOTES Note 1 - Generating Facilities: - ------------------------------ Facilities in Operation Megawatts of Capacity Percentage Facility Location Units Owned Operated Ownership Type - -------------------------------------------------------------------------------------------------------------- Alicura Argentina 4 (A) 551 (A) 1,000 55.14% Hydro Birchwood Virginia 1 111 222 50.00% Coal (B) Edelnor Chile 27 55 86 65.00% Oil Edelnor Chile 2 7 10 65.00% Hydro Edelnor Chile 1 104 160 65.00% Coal Freeport Grand Bahamas 5 71 113 62.50% Oil & Gas PowerGen Co. Trinidad and Tobago 21 459 1,178 39.00% Gas South Western Electricity United Kingdom 8 108 -- 5.78% Gas South Western Electricity United Kingdom 21 19 21 75.00% Oil & Gas South Western Electricity United Kingdom 3 6 -- 28.70% Wind Total Capacity 1,491 2,790 Facilities Under Development Megawatts of Capacity Percentage Facility Location Units Owned Operated Ownership Type - -------------------------------------------------------------------------------------------------------------- State Line (C) Indiana 1 490 490 100.00% Coal Edelnor Chile 1 104 160 65.00% Coal Total Capacity 594 650 - -------------------------------- ------------------------------------------------------------------------------
(A) Represents megawatts of capacity under a concession agreement expiring in the year 2023. (B) Cogeneration facility. (C) The proposed purchase of this facility is subject to regulatory approval. Note 2 - Transmission Facilities: Edelnor (Chile) - approximately 962 kilometers as follows: Operating Voltage Approximate Kilometers ---------------- ---------------------- (kVs) 23 17 66 197 110 282 220 466 --- 962 === Freeport (Grand Bahamas) - approximately 72 kilometers of 69 kV transmission lines. 54 ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES - ---------------------------------------------------------- PART I(a) NOTES (Continued) - --------------- Note 3 - Distribution Facilities: - ---------------------------------- Freeport (Grand Bahamas) - approximately 1,1015 kilometers of 12.5 kV distribution lines South West Electricity (United Kingdom) - approximately 47,579 kilometers as follows: Operating Voltage Approximate Kilometers ----------------- ---------------------- (kVs) Under 5 18,767 6.6 148 11 23,370 33 3,774 132 1,520 ------- 47,579 ======= South Western Electricity's distribution system for the Isles of Scilly includes 57 kilometers of 33 kV submarine cable, which connects the islands to the mainland, and 15 kilometers of 11 kV submarine cable which interconnects the individual islands. Note 4 - ------ Electricity Pensions Limited and South West Enterprise Limited are both subsidiaries of South Western Electricity, plc that show 0% ownership due to both companies being limited by a guarantee. Electricity Pensions Limited was created to coordinate the administration of the Electricity Supply Pension Scheme. South West Enterprise Limited was created to catalyze, coordinate, and promote economic development in Devon and Cornwall. 55 ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES - ---------------------------------------------------------- PART I(b); PART I(c) and PART I(d) are being filed pursuant to Rule 104. PART II Exhibits H and I submitted with this filing, are being incorporated by reference. PART III is being filed pursuant to Rule 104. 56 ITEM 10 - FINANCIAL STATEMENTS AND EXHIBITS - -------------------------------------------
SOUTHERN AND SUBSIDIARY COMPANIES INDEX TO FINANCIAL STATEMENTS DECEMBER 31, 1996 Page Number REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS A-1 FINANCIAL STATEMENTS: Consolidating Statement of Income for the Year Ended December 31, 1996 A-2 Consolidating Statement of Cash Flows for the Year Ended December 31, 1996 A-4 Consolidating Balance Sheet at December 31, 1996 A-6 Consolidating Statement of Capitalization at December 31, 1996 A-10 Consolidating Statement of Retained Earnings for the Year Ended December 31, 1996 A-13 Consolidating Statement of Paid-in Capital for the Year Ended December 31, 1996 A-14 Notes to Financial Statements at December 31, 1996 A-15 OTHER FINANCIAL STATEMENTS: ALABAMA consolidated with ALABAMA TRUST I A-16 ALABAMA TRUST I (Consolidated in Parent, ALABAMA A-21 Alabama Property Company (Unaudited; Not consolidated in Parent, ALABAMA) A-24 GEORGIA consolidated with PIEDMONT, GEORGIA CAPITAL and GEORGIA TRUST I A-27 PIEDMONT (Consolidated in Parent, GEORGIA) A-32 GEORGIA CAPITAL (Consolidated in Parent, GEORGIA) A-35 GEORGIA TRUST I (Consolidated in Parent, GEORGIA) A-38 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, 1996, as filed with the Federal Energy Regulatory Commission.
A ARTHUR ANDERSEN LLP 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 its subsidiaries as of December 31, 1996, and the related consolidated statement of income, retained earnings, paid-in capital, and cash flows for the year then ended (included in the 1996 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 generally accepted auditing standards. 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 its subsidiaries as of December 31, 1996, and the results of their operations and their cash flows for the year then ended, in conformity with generally accepted accounting principles. /s/ Arthur Andersen LLP Atlanta, Georgia February 12, 1997 A-1
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES CONSOLIDATING STATEMENT OF INCOME FOR THE YEAR ENDED DECEMBER 31, 1996 (Stated in Thousands of Dollars) Intercompany Eliminations and Transfers OPERATING REVENUES: Consolidated Add (Deduct) SOUTHERN ALABAMA Subsidiary operating companies-- Revenues $10,357,891 $ (19,545) $ - $ 2,904,155 Sales to affiliates - (460,328) - 216,620 SOUTHERN, equity in earnings of subsidiary companies - (1,144,246) 1,144,246 - - ---------------------------------------------------------------------------------------------------------------------------------- Total operating revenues 10,357,891 (1,624,119) 1,144,246 3,120,775 - ---------------------------------------------------------------------------------------------------------------------------------- OPERATING EXPENSES: Operation-- Fuel 2,244,997 - - 877,076 Purchased power from non-affiliates 1,102,592 (164) - 36,813 Purchased power from affiliates - (447,736) - 91,500 Other 1,860,640 (32,310) 23,348 505,884 Maintenance 781,750 (172) - 258,482 Depreciation & amortization 995,667 1 - 320,102 Amortization of deferred Plant Vogtle costs, net 136,650 - - - Taxes other than income taxes 634,057 (1) 157 186,172 Income taxes 747,257 - - 228,108 - ---------------------------------------------------------------------------------------------------------------------------------- Total operating expenses 8,503,610 (480,382) 23,505 2,504,137 - ---------------------------------------------------------------------------------------------------------------------------------- OPERATING INCOME 1,854,281 (1,143,737) 1,120,741 616,638 - ---------------------------------------------------------------------------------------------------------------------------------- OTHER INCOME (EXPENSE): Allowance for equity funds used during construction 3,932 - - - Interest income 53,889 (18,890) 19,901 28,318 Other, net 42,403 (7,793) 4,734 (42,002) Income taxes - other income (10,361) - - 22,400 - ---------------------------------------------------------------------------------------------------------------------------------- INCOME BEFORE INTEREST CHARGES 1,944,144 (1,170,420) 1,145,376 625,354 - ---------------------------------------------------------------------------------------------------------------------------------- INTEREST CHARGES AND OTHER: Interest on long-term debt 530,067 (18,284) - 169,390 Allowance for debt funds used during construction (19,073) - - (6,480) Interest on interim obligations 107,008 - 16,664 20,617 Amortization of debt discount, premium, & expense, net 33,184 - - 9,508 Other interest charges 46,424 (99) 1,651 27,510 Distributions on preferred securities of subsidiary companies 21,675 - - 6,717 - ---------------------------------------------------------------------------------------------------------------------------------- Interest charges and other, net 719,285 (18,383) 18,315 227,262 - ---------------------------------------------------------------------------------------------------------------------------------- NET INCOME 1,224,859 (1,152,037) 1,127,061 398,092 Preferred dividends of subsidiary companies 84,616 - - 26,602 - ---------------------------------------------------------------------------------------------------------------------------------- NET INCOME AFTER DIVIDENDS ON PREFERRED STOCK OF SUBSIDIARY COMPANIES 1,140,243 (1,152,037) 1,127,061 371,490 Minority Interest 13,182 (89) - - - ---------------------------------------------------------------------------------------------------------------------------------- NET INCOME AFTER DIVIDENDS ON PREFERRED STOCK AND MINORITY INTEREST OF SUBSIDIARY COMPANIES $ 1,127,061 $(1,151,948) $1,127,061 $371,490 ================================================================================================================================== AVERAGE NUMBER OF SHARES OF COMMON STOCK OUTSTANDING (in thousands) 672,590 EARNINGS PER SHARE OF COMMON STOCK $1.68 CASH DIVIDENDS PAID PER SHARE OF COMMON STOCK $1.26 (Continued on following page) A-2A
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES CONSOLIDATING STATEMENT OF INCOME FOR THE YEAR ENDED DECEMBER 31, 1996 (Stated in Thousands of Dollars) OPERATING REVENUES: GEORGIA GULF MISSISSIPPI SAVANNAH Revenues $4,380,893 $ 616,603 $ 522,199 $ 230,944 Sales to affiliates 35,886 17,762 21,830 3,130 SOUTHERN, equity in earnings of subsidiary companies - - - - - --------------------------------------------------------------------------------------------------------------------------------- Total operating revenues 4,416,779 634,365 544,029 234,074 - --------------------------------------------------------------------------------------------------------------------------------- OPERATING EXPENSES: Operation-- Fuel 835,194 184,500 141,532 29,139 Purchased power from non-affiliates 157,308 8,300 17,960 2,350 Purchased power from affiliates 229,324 35,076 33,245 58,591 Other 780,482 115,154 106,061 44,007 Maintenance 315,934 51,050 47,091 14,140 Depreciation & amortization 432,940 56,645 44,906 19,113 Amortization of deferred Plant Vogtle costs, net 136,650 - - - Taxes other than income taxes 207,098 52,027 43,545 11,675 Income taxes 435,904 37,821 32,618 16,175 - --------------------------------------------------------------------------------------------------------------------------------- Total operating expenses 3,530,834 540,573 466,958 195,190 - --------------------------------------------------------------------------------------------------------------------------------- OPERATING INCOME 885,945 93,792 77,071 38,884 - --------------------------------------------------------------------------------------------------------------------------------- OTHER INCOME (EXPENSE): Allowance for equity funds used during construction 3,144 17 344 317 Interest income 5,333 1,921 239 201 Other, net (39,651) (1,695) 3,801 (1,756) Income taxes - other income 18,581 248 (932) 1,034 - --------------------------------------------------------------------------------------------------------------------------------- INCOME BEFORE INTEREST CHARGES 873,352 94,283 80,523 38,680 - --------------------------------------------------------------------------------------------------------------------------------- INTEREST CHARGES AND OTHER: Interest on long-term debt 207,851 24,691 19,898 11,563 Allowance for debt funds used during construction (11,416) (58) (713) (333) Interest on interim obligations 15,478 2,071 1,416 229 Amortization of debt discount, premium, & expense, net 14,790 2,087 1,547 579 Other interest charges 6,338 1,882 753 378 Distributions on preferred securities of subsidiary companies 14,958 - - - - --------------------------------------------------------------------------------------------------------------------------------- Interest charges and other, net 247,999 30,673 22,901 12,416 - --------------------------------------------------------------------------------------------------------------------------------- NET INCOME 625,353 63,610 57,622 26,264 Preferred dividends of subsidiary companies 45,026 5,765 4,899 2,324 - --------------------------------------------------------------------------------------------------------------------------------- NET INCOME AFTER DIVIDENDS ON PREFERRED STOCK OF SUBSIDIARY COMPANIES 580,327 57,845 52,723 23,940 Minority Interest - - - - - --------------------------------------------------------------------------------------------------------------------------------- NET INCOME AFTER DIVIDENDS ON PREFERRED STOCK AND MINORITY INTEREST OF SUBSIDIARY COMPANIES $ 580,327 $ 57,845 $ 52,723 $ 23,940 ================================================================================================================================= A-2B
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES CONSOLIDATING STATEMENT OF INCOME FOR THE YEAR ENDED DECEMBER 31, 1996 (Stated in Thousands of Dollars) OPERATING REVENUES: SEGCO SEIH* MESH Subsidiary operating companies-- Revenues $ 2,257 $1,600,356 $ 84,058 Sales to affiliates 151,543 - - SOUTHERN, equity in earnings of subsidiary companies - - - - ------------------------------------------------------------------------------------------------------------------ Total operating revenues 153,800 1,600,356 84,058 - ------------------------------------------------------------------------------------------------------------------ OPERATING EXPENSES: Operation-- Fuel 95,492 74,642 7,422 Purchased power from non-affiliates - 880,025 - Purchased power from affiliates - - - Other 17,943 205,955 16,381 Maintenance 15,266 70,306 8,463 Depreciation & amortization 7,963 95,618 11,904 Amortization of deferred Plant Vogtle costs, net - - - Taxes other than income taxes 794 130,342 936 Income taxes 4,315 3,079 3,227 - ------------------------------------------------------------------------------------------------------------------ Total operating expenses 141,773 1,459,967 48,333 - ------------------------------------------------------------------------------------------------------------------ OPERATING INCOME 12,027 140,389 35,725 - ------------------------------------------------------------------------------------------------------------------ OTHER INCOME (EXPENSE): Allowance for equity funds used during construction 110 - - Interest income - 15,860 942 Other, net 147 126,590 53 Income taxes - other income (35) (51,657) - - ------------------------------------------------------------------------------------------------------------------ INCOME BEFORE INTEREST CHARGES 12,249 231,182 36,720 - ------------------------------------------------------------------------------------------------------------------ INTEREST CHARGES AND OTHER: Interest on long-term debt 4,597 80,154 30,093 Allowance for debt funds used during construction (73) - - Interest on interim obligations - 50,533 - Amortization of debt discount, premium, & expense, net 23 3,966 684 Other interest charges - 8,010 1 Distributions on preferred securities of subsidiary companieS - - - - ------------------------------------------------------------------------------------------------------------------ Interest charges and other, net 4,547 142,663 30,778 - ------------------------------------------------------------------------------------------------------------------ NET INCOME 7,702 88,519 5,942 Preferred dividends of subsidiary companies - - - - ------------------------------------------------------------------------------------------------------------------ NET INCOME AFTER DIVIDENDS ON PREFERRED STOCK OF SUBSIDIARY COMPANIES 7,702 88,519 5,942 Minority Interest - 13,182 89 - ------------------------------------------------------------------------------------------------------------------ NET INCOME AFTER DIVIDENDS ON PREFERRED STOCK AND MINORITY INTEREST OF SUBSIDIARY COMPANIES $ 7,702 $75,337 $5,853 ================================================================================================================== * Preliminary. Currently under audit. A-3A
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES CONSOLIDATING STATEMENT OF INCOME FOR THE YEAR ENDED DECEMBER 31, 1996 (Stated in Thousands of Dollars) SOUTHERN SOUTHERN SOUTHERN SOUTHERN OPERATING REVENUES: DEVELOPMENT COMMUNICATIONS* INFORMATION TELECOM Revenues $ 19,938 $ 16,033 $ - $ - Sales to affiliates 2,434 11,123 - - SOUTHERN, equity in earnings of subsidiary companies - - - - - -------------------------------------------------------------------------------------------------------------------- Total operating revenues 22,372 27,156 - - - -------------------------------------------------------------------------------------------------------------------- OPERATING EXPENSES: Operation-- Fuel - - - - Purchased power from non-affiliates - - - - Purchased power from affiliates - - - - Other 30,819 46,916 - - Maintenance - 1,190 - - Depreciation & amortization 375 6,100 - - Amortization of deferred Plant Vogtle costs, net - - - - Taxes other than income taxes 25 1,287 - - Income taxes (3,081) (10,909) - - - -------------------------------------------------------------------------------------------------------------------- Total operating expenses 28,138 44,584 - - - -------------------------------------------------------------------------------------------------------------------- OPERATING INCOME (5,766) (17,428) - - - -------------------------------------------------------------------------------------------------------------------- OTHER INCOME (EXPENSE): Allowance for equity funds used during construction - - - - Interest income 28 36 - - Other, net - - (1) (24) Income taxes - other income - - - - - -------------------------------------------------------------------------------------------------------------------- INCOME BEFORE INTEREST CHARGES (5,738) (17,392) (1) (24) - -------------------------------------------------------------------------------------------------------------------- INTEREST CHARGES AND OTHER: Interest on long-term debt - 114 - - Allowance for debt funds used during construction - - - - Interest on interim obligations - - - - Amortization of debt discount, premium, & expense, net - - - - Other interest charges - - - - Distributions on preferred securities of subsidiary companies - - - - - -------------------------------------------------------------------------------------------------------------------- Interest charges and other, net - 114 - - - -------------------------------------------------------------------------------------------------------------------- NET INCOME (5,738) (17,506) (1) (24) Preferred dividends of subsidiary companies - - - - - -------------------------------------------------------------------------------------------------------------------- NET INCOME AFTER DIVIDENDS ON PREFERRED STOCK OF SUBSIDIARY COMPANIES (5,738) (17,506) (1) (24) Minority Interest - - - - - -------------------------------------------------------------------------------------------------------------------- NET INCOME AFTER DIVIDENDS ON PREFERRED STOCK AND MINORITY INTEREST OF SUBSIDIARY COMPANIES (5,738) $(17,506) $ (1) $ (24) ==================================================================================================================== * Preliminary. Currently under audit. A-3B
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES CONSOLIDATING STATEMENT OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 1996 (Stated in Thousands of Dollars) Intercompany Eliminations and Transfers Consolidated Add (Deduct) SOUTHERN ALABAMA OPERATING ACTIVITIES: Net income $1,127,061 $(1,236,564) $1,127,061 $ 398,092 Adjustments to reconcile net income to net cash provided by operating activities-- Depreciation and amortization 1,200,925 - - 383,438 Deferred income taxes and investment tax credits 57,078 - - 16,585 Allowance for equity funds used during construction (3,932) - - - Amortization of deferred Plant Vogtle costs 136,650 - - - Loss (Gain) on asset sales (58,950) - - - Other, net 79,419 282,652 (279,986) 21,563 Changes in current assets and liabilities -- Receivables, net (91,657) (481,306) 405,974 3,958 Fossil fuel stock 58,805 - - 24,923 Materials & supplies 46,765 - - 11,311 Accounts payable 18,859 63,341 (7,571) 1,006 Other (169,726) 31,542 (1,583) 12,904 - ----------------------------------------------------------------------------------------------------------------------------- NET CASH PROVIDED FROM (USED FOR) OPERATING ACTIVITIES 2,401,297 (1,340,335) 1,243,895 873,780 - ----------------------------------------------------------------------------------------------------------------------------- INVESTING ACTIVITIES: Gross property additions (1,228,828) - - (425,024) Sales of property 211,077 - - - Other (275,928) 76,925 (76,565) (61,119) - ----------------------------------------------------------------------------------------------------------------------------- NET CASH PROVIDED FROM (USED FOR) INVESTING ACTIVITIES (1,293,679) 76,925 (76,565) (486,143) - ----------------------------------------------------------------------------------------------------------------------------- FINANCING ACTIVITIES: Proceeds -- Common stock 171,113 (2) 171,113 - Capital contributions - (468,331) 250,000 - Preferred securities 322,000 - - 97,000 First mortgage bonds 85,000 - - - Other long-term debt 1,570,243 (14,948) - 21,000 Retirements -- Preferred stock (179,148) - - - First mortgage bonds (426,329) - - (83,797) Other long-term debt (1,753,857) 413,715 - (21,907) Interim obligations, net (267,916) 5,890 (551,474) (25,163) Capital distribution to parent company - 250,000 - Payment of common stock dividends (846,754) 1,000,266 (846,754) (347,500) Payment of preferred stock dividends - 86,548 - (26,665) Miscellaneous (109,478) (9,728) (2,415) (3,634) - ----------------------------------------------------------------------------------------------------------------------------- NET CASH PROVIDED FROM (USED FOR) FINANCING ACTIVITIES (1,435,126) 1,263,410 (979,530) (390,666) - ----------------------------------------------------------------------------------------------------------------------------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (327,508) - 187,800 (3,029) CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 772,340 - 20,900 12,616 - ----------------------------------------------------------------------------------------------------------------------------- CASH AND CASH EQUIVALENTS AT END OF YEAR $ 444,832 $ - $ 208,700 $ 9,587 ============================================================================================================================= SUPPLEMENTAL CASH FLOW INFORMATION: Cash paid during the year for -- Interest (net of amount capitalized) $677,325 $ (14,233) $22,086 $194,079 Income taxes 706,189 (7,968) - 195,214 (Continued on following page) A-4A
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES CONSOLIDATING STATEMENT OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 1996 (Stated in Thousands of Dollars) GEORGIA GULF MISSISSIPPI SAVANNAH OPERATING ACTIVITIES: Net income $625,353 $ 63,610 $ 57,622 $ 26,264 Adjustments to reconcile net income to net cash provided by operating activities-- Depreciation and amortization 521,086 71,825 50,551 20,246 Deferred income taxes and investment tax credits 35,700 2,157 74 7,482 Allowance for equity funds used during construction (3,144) (17) (344) (317) Amortization of deferred Plant Vogtle costs 136,650 - - - Loss (Gain) on asset sales 3,766 - - - Other, net 49,649 17,292 9,787 705 Changes in current assets and liabilities -- Receivables, net 9,421 736 5,118 (2,036) Fossil fuel stock 27,769 9,523 3,498 184 Materials & supplies 27,984 3,434 1,475 226 Accounts payable (35,651) (7,078) 2,077 4,242 Other (11,595) (597) 292 (4,558) - ----------------------------------------------------------------------------------------------------------------------------- NET CASH PROVIDED FROM (USED FOR) OPERATING ACTIVITIES 1,386,988 160,885 130,150 52,438 - ----------------------------------------------------------------------------------------------------------------------------- INVESTING ACTIVITIES: Gross property additions (428,220) (61,386) (61,314) (28,950) Sales of property 3,319 - - - Other (16,468) (2,786) (2,258) (3,173) - ----------------------------------------------------------------------------------------------------------------------------- NET CASH PROVIDED FROM (USED FOR) INVESTING ACTIVITIES (441,369) (64,172) (63,572) (32,123) - ----------------------------------------------------------------------------------------------------------------------------- FINANCING ACTIVITIES: Proceeds -- Common stock - - - - Capital contributions - - 27 - Preferred securities 225,000 - - - First mortgage bonds 10,000 55,000 - 20,000 Other long-term debt 112,825 82,423 80,000 17,000 Retirements -- Preferred stock (179,148) - - - First mortgage bonds (210,860) (50,930) (45,447) (29,400) Other long-term debt (119,665) (68,198) (55,010) (397) Interim obligations, net 30,166 (55,500) - 1,000 Capital distribution to parent company (250,000) - - - Payment of common stock dividends (475,500) (48,300) (43,900) (19,600) Payment of preferred stock dividends (46,911) (5,749) (4,899) (2,324) Miscellaneous (55,100) (5,332) (2,932) (2,257) - ----------------------------------------------------------------------------------------------------------------------------- NET CASH PROVIDED FROM (USED FOR) FINANCING ACTIVITIES (959,193) (96,586) (72,161) (15,978) - ----------------------------------------------------------------------------------------------------------------------------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (13,574) 127 (5,583) 4,337 CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 28,930 680 12,641 877 - ----------------------------------------------------------------------------------------------------------------------------- CASH AND CASH EQUIVALENTS AT END OF YEAR $15,356 $ 807 $ 7,058 $ 5,214 ============================================================================================================================= SUPPLEMENTAL CASH FLOW INFORMATION: Cash paid during the year for -- Interest (net of amount capitalized) $ 249,434 $26,050 $21,467 $12,960 Income taxes 373,886 25,858 34,072 10,926 (Continued on following page) A-4B
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES CONSOLIDATING STATEMENT OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 1996 (Stated in Thousands of Dollars) SOUTHERN SEGCO SCS NUCLEAR SEIH OPERATING ACTIVITIES: Net income $ 7,702 $ - $ - $ 75,337 Adjustments to reconcile net income to net cash provided by operating activities-- Depreciation and amortization 8,559 16,922 1,419 107,703 Deferred income taxes and investment tax credits 261 - - (17,470) Allowance for equity funds used during construction (110) - - - Amortization of deferred Plant Vogtle costs - - - - Loss (Gain) on asset sales - - - (62,716) Other, net 877 (7,482) 646 (21,873) Changes in current assets and liabilities -- Receivables, net (3,706) 34,754 (5,247) (43,568) Fossil fuel stock - - - (7,092) Materials & supplies - (1,187) - 2,789 Accounts payable 4,057 (6,539) 496 47,033 Other 53 3,585 1,944 (207,982) - --------------------------------------------------------------------------------------------------------------------- NET CASH PROVIDED FROM (USED FOR) OPERATING ACTIVITIES 17,693 40,053 (742) (127,839) - --------------------------------------------------------------------------------------------------------------------- INVESTING ACTIVITIES: Gross property additions (8,473) (18,434) (854) (156,555) Sales of property - - - 207,758 Other 3,066 (524) 33 (187,128) - --------------------------------------------------------------------------------------------------------------------- NET CASH PROVIDED FROM (USED FOR) INVESTING ACTIVITIES (5,407) (18,958) (821) (135,925) - --------------------------------------------------------------------------------------------------------------------- FINANCING ACTIVITIES: Proceeds -- Common stock - - - - Capital contributions - - - 151,713 Preferred securities - - - - First mortgage bonds - - - - Other long-term debt - - - 1,256,995 Retirements -- Preferred stock - - - - First mortgage bonds - - - - Other long-term debt (2,100) (10,598) - (1,889,510) Interim obligations, net - (5,890) - 324,285 Capital distribution to parent company - - - - Payment of common stock dividends (10,249) - - (55,217) Payment of preferred stock dividends - - - - Miscellaneous - - - (28,080) - --------------------------------------------------------------------------------------------------------------------- NET CASH PROVIDED FROM (USED FOR) FINANCING ACTIVITIES (12,349) (16,488) - (239,814) - --------------------------------------------------------------------------------------------------------------------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (63) 4,607 (1,563) (503,578) CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 174 - 2,768 663,708 - --------------------------------------------------------------------------------------------------------------------- CASH AND CASH EQUIVALENTS AT END OF YEAR $ 111 $4,607 $1,205 $ 160,130 ===================================================================================================================== SUPPLEMENTAL CASH FLOW INFORMATION: Cash paid during the year for -- Interest (net of amount capitalized) $4,544 $7,472 $ 283 $127,046 Income taxes 5,603 - 1,358 77,469 A-5A
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES CONSOLIDATING STATEMENT OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 1996 (Stated in Thousands of Dollars) Southern Southern Southern Develop- Communi- Info- Southern OPERATING ACTIVITIES: MESH ment cations* mation Telecom SERC Net income $ 5,853 $ (5,738) (17,506) $ (1) $ (24) $ - Adjustments to reconcile net income to net cash provided by operating activities-- Depreciation and amortization 12,702 374 6,100 - - - Deferred income taxes and investment tax credits 14,096 (575) (1,232) - - - Allowance for equity funds used during construction - - - - - - Amortization of deferred Plant Vogtle costs - - - - - - Loss (Gain) on asset sales - - - - - - Other, net (2,169) (345) 8,135 (3) (30) 1 Changes in current assets and liabilities -- Receivables, net (5,527) (1,882) (8,087) - - (259) Fossil fuel stock - - - - - - Materials & supplies (336) 25 1,044 - - - Accounts payable (27,479) (1,688) (17,733) 1 24 321 Other 6,031 470 (232) - - - - --------------------------------------------------------------------------------------------------------------------------------- NET CASH PROVIDED FROM (USED FOR) OPERATING ACTIVITIES 3,171 (9,359) (29,511) (3) (30) 63 - --------------------------------------------------------------------------------------------------------------------------------- INVESTING ACTIVITIES: Gross property additions (8,133) - (31,485) - - - Sales of property - - - - - - Other - (5,931) - - - - - --------------------------------------------------------------------------------------------------------------------------------- NET CASH PROVIDED FROM (USED FOR) INVESTING ACTIVITIES (8,133) (5,931) (31,485) - - - - --------------------------------------------------------------------------------------------------------------------------------- FINANCING ACTIVITIES: Proceeds -- Common stock - - - 1 1 - Capital contributions - 15,999 50,361 5 226 - Preferred securities - - - - - - First mortgage bonds - - - - - - Other long-term debt - - 14,948 - - - Retirements -- Preferred stock - - - - - - First mortgage bonds (5,895) - - - - - Other long-term debt - - (187) - - - Interim obligations, net 8,770 - - - - - Capital distribution to parent company - - - - - - Payment of common stock dividends - - - - - - Payment of preferred stock dividends - - - - - - Miscellaneous - - - - - - - --------------------------------------------------------------------------------------------------------------------------------- NET CASH PROVIDED FROM (USED FOR) FINANCING ACTIVITIES 2,875 15,999 65,122 6 227 - - --------------------------------------------------------------------------------------------------------------------------------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (2,087) 709 4,126 3 197 63 CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 28,766 173 90 - - 17 - --------------------------------------------------------------------------------------------------------------------------------- CASH AND CASH EQUIVALENTS AT END OF YEAR $ 26,679 $ 882 $4,216 $ 3 $ 197 $ 80 ================================================================================================================================= SUPPLEMENTAL CASH FLOW INFORMATION: Cash paid during the year for -- Interest (net of amount capitalized) $ 26,137 $ - $ - $ - $ - $- Income taxes (10,229) - - - - - * Preliminary. Currently under audit. A-5B
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES CONSOLIDATING BALANCE SHEET-- DECEMBER 31, 1996 (Stated in Thousands of Dollars) Intercompany Eliminations and Transfers ASSETS Consolidated Add (Deduct) SOUTHERN ALABAMA UTILITY PLANT: Plant in service $33,260,914 $ - $ - $10,806,921 Less accumulated provision for depreciation 10,921,242 - - 4,113,622 - ---------------------------------------------------------------------------------------------------------------------------- 22,339,672 - - 6,693,299 Nuclear fuel, at amortized cost 245,702 - - 123,862 Construction work in progress 683,924 - - 256,802 - ---------------------------------------------------------------------------------------------------------------------------- Total 23,269,298 - - 7,073,963 - ---------------------------------------------------------------------------------------------------------------------------- OTHER PROPERTY AND INVESTMENTS: Investments in and advances to consolidated subsidiary companies, stated at equity 187,038 (9,081,363) 9,029,299 26,032 Argentine operating concession, being amortized 415,600 - - - Goodwill 318,142 - - - Nuclear decommissioning trusts 278,938 - - 148,760 Miscellaneous 301,234 (6,023) 8,699 20,243 - ---------------------------------------------------------------------------------------------------------------------------- Total 1,500,952 (9,087,386) 9,037,998 195,035 - ---------------------------------------------------------------------------------------------------------------------------- CURRENT ASSETS: Cash and cash equivalents 444,832 - 208,700 9,587 Special Deposits 44,454 - - - Receivables-- Customer accounts receivable 1,148,965 (16,389) - 334,150 Affiliated companies - (338,981) 46,247 47,630 Other accounts and notes receivable 340,714 944 5,070 28,524 Accumulated provision for uncollectible accounts (31,587) - - (1,171) Refundable income taxes - (19,122) - 5,856 Fossil fuel stock, at average cost 269,940 16,389 - 81,704 Materials and supplies, at average cost 509,409 - - 167,792 Prepayments 252,977 (31,812) 239 131,870 Vacation pay deferred 77,195 - - 28,369 - ---------------------------------------------------------------------------------------------------------------------------- Total 3,056,899 (388,971) 260,256 834,311 - ---------------------------------------------------------------------------------------------------------------------------- DEFERRED CHARGES: Deferred charges related to income taxes 1,302,342 (43,733) - 410,010 Deferred Plant Vogtle costs 170,988 - - - Debt expense, being amortized 78,042 - - 7,398 Premium on reacquired debt, being amortized 289,019 - - 84,149 Deferred fuel charges 13,126 - - - Nuclear decontamination and decommissioning fund 69,431 - - 37,490 Miscellaneous 541,705 (10,470) - 91,490 - ---------------------------------------------------------------------------------------------------------------------------- Total 2,464,653 (54,203) - 630,537 - ---------------------------------------------------------------------------------------------------------------------------- TOTAL ASSETS $30,291,802 $(9,530,560) $9,298,254 $8,733,846 ============================================================================================================================ (Continued on following page) A-6A
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES CONSOLIDATING BALANCE SHEET-- DECEMBER 31, 1996 (Stated in Thousands of Dollars)
GEORGIA GULF MISSISSIPPI SAVANNAH UTILITY PLANT: Plant in service $ 14,769,573 $1,734,510 $1,483,875 $ 739,461 Less accumulated provision for depreciation 4,793,638 694,245 526,776 304,760 - ------------------------------------------------------------------------------------------------------------------------------ 9,975,935 1,040,265 957,099 434,701 Nuclear fuel, at amortized cost 121,840 - - - Construction work in progress 256,141 23,465 35,100 13,463 - ------------------------------------------------------------------------------------------------------------------------------ Total 10,353,916 1,063,730 992,199 448,164 - ------------------------------------------------------------------------------------------------------------------------------ OTHER PROPERTY AND INVESTMENTS: Investments in and advances to consolidated subsidiary companies, stated at equity 26,032 - - - Argentine operating concession, being amortized - - - - Goodwill - - - - Nuclear decommissioning trusts 130,178 - - - Miscellaneous 103,787 652 3,054 1,785 - ------------------------------------------------------------------------------------------------------------------------------ Total 259,997 652 3,054 1,785 - ------------------------------------------------------------------------------------------------------------------------------ CURRENT ASSETS: Cash and cash equivalents 15,356 807 7,058 5,214 Special Deposits 44,454 - - - Receivables-- Customer accounts receivable 392,328 88,260 33,664 26,116 Affiliated companies 20,095 1,821 6,329 844 Other accounts and notes receivable 115,045 3,098 7,468 2,164 Accumulated provision for uncollectible accounts (4,000) (789) (839) (632) Refundable income taxes - - - - Fossil fuel stock, at average cost 117,382 28,352 12,168 5,892 Materials and supplies, at average cost 258,820 30,252 21,083 8,013 Prepayments 109,771 9,186 11,971 6,135 Vacation pay deferred 39,965 4,055 4,806 - - ------------------------------------------------------------------------------------------------------------------------------ Total 1,109,216 165,042 103,708 53,746 - ------------------------------------------------------------------------------------------------------------------------------ DEFERRED CHARGES: Deferred charges related to income taxes 818,418 28,313 22,274 19,167 Deferred Plant Vogtle costs 170,988 - - - Debt expense, being amortized 32,693 2,922 1,548 - Premium on reacquired debt, being amortized 166,670 20,386 10,672 7,142 Deferred fuel charges - 13,126 - - Nuclear decontamination and decommissioning fund 31,941 - - - Miscellaneous 127,212 14,195 8,872 12,291 - ------------------------------------------------------------------------------------------------------------------------------ Total 1,347,922 78,942 43,366 38,600 - ------------------------------------------------------------------------------------------------------------------------------ TOTAL ASSETS $ 13,071,051 $1,308,366 $1,142,327 $ 542,295 (Continued on following page) A-6B
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES CONSOLIDATING BALANCE SHEET-- DECEMBER 31, 1996 (Stated in Thousands of Dollars) SOUTHERN SEGCO SCS NUCLEAR SEIH* UTILITY PLANT: Plant in service $311,572 $234,904 $12,431 $2,641,627 Less accumulated provision for depreciation 193,593 132,535 9,003 123,170 - ------------------------------------------------------------------------------------------------------------------ 117,979 102,369 3,428 2,518,457 Nuclear fuel, at amortized cost - - - - Construction work in progress 7,172 22,118 - 65,407 - ------------------------------------------------------------------------------------------------------------------ Total 125,151 124,487 3,428 2,583,864 - ------------------------------------------------------------------------------------------------------------------ OTHER PROPERTY AND INVESTMENTS: Investments in and advances to consolidated subsidiary companies, stated at equity - - - 187,038 Argentine operating concession, being amortized - - - 415,600 Goodwill - - - 318,142 Nuclear decommissioning trusts - - - - Miscellaneous 7 3,925 1,789 149,046 - ------------------------------------------------------------------------------------------------------------------ Total 7 3,925 1,789 1,069,826 - ------------------------------------------------------------------------------------------------------------------ CURRENT ASSETS: Cash and cash equivalents 111 4,607 1,205 160,130 Special Deposits - - - - Receivables-- Customer accounts receivable - - - 271,110 Affiliated companies 35,769 91,208 81,138 1,557 Other accounts and notes receivable - 38,983 611 114,083 Accumulated provision for uncollectible accounts - - - (23,806) Refundable federal income tax 844 - - 9,906 Fossil fuel stock, at average cost - - - 8,036 Materials and supplies, at average cost - 2,951 - 13,981 Prepayments 154 1,937 1,426 11,733 Vacation pay deferred - - - - - ------------------------------------------------------------------------------------------------------------------ Total 36,878 139,686 84,380 566,730 - ------------------------------------------------------------------------------------------------------------------ DEFERRED CHARGES: Deferred charges related to income taxes 4,160 - - 43,170 Deferred Plant Vogtle costs - - - - Debt expense, being amortized 141 - - 19,152 Premium on reacquired debt, being amortized - - - - Deferred fuel charges - - - - Nuclear decontamination and decommissioning fund - - - - Miscellaneous 709 6,851 23,956 254,915 - ------------------------------------------------------------------------------------------------------------------ Total 5,010 6,851 23,956 317,237 - ------------------------------------------------------------------------------------------------------------------ TOTAL ASSETS $167,046 $ 274,949 $113,553 $4,537,657 * Preliminary. Currently under audit. (Continued on following page) A-7A
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES CONSOLIDATING BALANCE SHEET-- DECEMBER 31, 1996 (Stated in Thousands of Dollars) Southern Southern Southern Communi- Info- Southern ASSETS MESH Development cations* mation Telecom SERC UTILITY PLANT: Plant in service $ 366,244 $ - $159,763 $ 3 $ 30 $ - Less accumulated provision for depreciation 23,233 - 6,667 - - - - ---------------------------------------------------------------------------------------------------------------------------- 343,011 - 153,096 3 30 - Nuclear fuel, at amortized cost - - - - - - Construction work in progress 3,569 - 687 - - - - ---------------------------------------------------------------------------------------------------------------------------- Total 346,580 - 153,783 3 30 - - ---------------------------------------------------------------------------------------------------------------------------- OTHER PROPERTY AND INVESTMENTS: Investments in and advances to consolidated subsidiary companies, stated at equity - - - - - - Argentine operating concession, being amortized - - - - - - Goodwill - - - - - - Nuclear decommissioning trusts - - - - - - Miscellaneous 2,891 11,379 - - - - - ---------------------------------------------------------------------------------------------------------------------------- Total 2,891 11,379 - - - - - ---------------------------------------------------------------------------------------------------------------------------- CURRENT ASSETS: Cash and cash equivalents 26,679 882 4,216 3 197 80 Special Deposits - - - - - - Receivables-- Customer accounts receivable 14,413 - 5,313 - - - Affiliated companies 1 3,248 2,769 - - 325 Other accounts and notes receivable 17,469 6,707 548 - - - Accumulated provision for uncollectible accounts - (208) (142) - - - Refundable federal income tax 289 - 2,227 - - - Fossil fuel stock, at average cost 17 - - - - - Materials and supplies, at average cost 2,854 79 3,584 - - - Prepayments - 92 275 - - - Vacation pay deferred - - - - - - - ---------------------------------------------------------------------------------------------------------------------------- Total 61,722 10,800 18,790 3 197 405 - ---------------------------------------------------------------------------------------------------------------------------- DEFERRED CHARGES: Deferred charges related to income taxes 563 - - - - - Deferred Plant Vogtle costs - - - - - - Debt expense, being amortized 14,188 - - - - - Premium on reacquired debt, being amortized - - - - - - Deferred fuel charges - - - - - - Nuclear decontamination and decommissioning fund - - - - - - Miscellaneous 5,945 701 4,887 - - 151 - ---------------------------------------------------------------------------------------------------------------------------- Total 20,696 701 4,887 - - 151 - ---------------------------------------------------------------------------------------------------------------------------- TOTAL ASSETS $ 431,889 $ 22,880 $177,460 $ 6 $227 $ 556 ============================================================================================================================ * Preliminary. Currently under audit. (Continued on following page) A-7B
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES CONSOLIDATING BALANCE SHEET-- DECEMBER 31, 1996 (Stated in Thousands of Dollars) (Continued) Intercompany Eliminations and Transfers CAPITALIZATION AND LIABILITIES Consolidated Add (Deduct) SOUTHERN ALABAMA CAPITALIZATION (see accompanying statements): Common stock equity $ 9,216,395 $(9,081,363) $ 9,216,395 2,714,277 Preferred stock 979,527 - - 340,400 Subsidiary obligated mandatorily redeemable preferred securities 422,000 - - 97,000 Long-term debt 7,935,269 (19,948) - 2,354,006 - ---------------------------------------------------------------------------------------------------------------------------------- Total 18,553,191 (9,101,311) 9,216,395 5,505,683 - ---------------------------------------------------------------------------------------------------------------------------------- MINORITY INTEREST 374,922 (627) - - - ---------------------------------------------------------------------------------------------------------------------------------- CURRENT LIABILITIES: Preferred stock due within one year 173,528 - - 100,000 Long-term debt due within one year 191,411 - - 20,753 Notes payable 827,684 - - - Commercial paper 655,138 - 67,089 364,853 Accounts payable-- Affiliated companies - (241,602) 1,282 64,307 Other 787,809 13 6,450 182,563 Customer deposits 131,544 - - 32,003 Taxes accrued-- Federal and state income 11,965 (50,935) - 35,638 Other 192,921 - - 15,271 Interest accrued 187,152 (4,663) 907 51,941 Vacation pay accrued 103,514 - - 28,369 Miscellaneous 535,366 (10,000) 1,750 96,485 - ---------------------------------------------------------------------------------------------------------------------------------- Total 3,798,032 (307,187) 77,478 992,183 - ---------------------------------------------------------------------------------------------------------------------------------- DEFERRED CREDITS AND OTHER LIABILITIES: Accumulated deferred income taxes 4,738,085 (68,085) - 1,177,687 Deferred credits related to income taxes 879,090 - - 364,792 Accumulated deferred investment tax credits 787,545 - - 294,071 Employee benefits provisions(1) 439,177 (21,596) - 80,389 Prepaid capacity revenues, net 122,496 - - 122,496 Department of Energy assessments 80,523 - - 33,741 Disallowed Plant Vogtle capacity buyback costs 57,250 - - - Storm damage reserves 35,112 - - 20,757 Miscellaneous 426,379 (31,754) 4,381 142,047 - ---------------------------------------------------------------------------------------------------------------------------------- Total 7,565,657 (121,435) 4,381 2,235,980 - ---------------------------------------------------------------------------------------------------------------------------------- TOTAL CAPITALIZATION AND LIABILITIES $30,291,802 $(9,530,560) $9,298,254 $8,733,846 ================================================================================================================================== (1) 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. (Continued on following page) A-8A
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES CONSOLIDATING BALANCE SHEET-- DECEMBER 31, 1996 (Stated in Thousands of Dollars) (Continued) CAPITALIZATION AND LIABILITIES GEORGIA GULF MISSISSIPPI SAVANNAH CAPITALIZATION (see accompanying statements): Common stock equity $4,154,281 $ 435,758 $ 383,734 $172,284 Preferred stock 464,611 65,102 74,414 35,000 Subsidiary obligated mandatorily redeemable preferred securities 325,000 - - - Long-term debt 3,200,419 331,880 326,379 161,801 - ---------------------------------------------------------------------------------------------------------- Total 8,144,311 832,740 784,527 369,085 - ---------------------------------------------------------------------------------------------------------- MINORITY INTEREST - - - - - ---------------------------------------------------------------------------------------------------------- CURRENT LIABILITIES: Preferred stock due within one year 49,028 24,500 - - Long-term debt due within one year 60,622 40,972 10 637 Notes payable 207,300 25,000 - 5,000 Commercial paper 223,196 - - - Accounts payable-- Affiliated companies 66,821 10,274 4,136 6,374 Other 263,093 22,496 38,720 10,201 Customer deposits 64,901 13,464 3,154 5,232 Taxes accrued-- Federal and state income 15,497 - - - Other 100,661 8,342 32,445 1,015 Interest accrued 79,936 7,629 4,384 5,275 Vacation pay accrued 38,597 4,055 4,793 2,038 Miscellaneous 114,530 23,005 17,937 7,470 - ---------------------------------------------------------------------------------------------------------- Total 1,284,182 179,737 105,579 43,242 - ---------------------------------------------------------------------------------------------------------- DEFERRED CREDITS AND OTHER LIABILITIES: Accumulated deferred income taxes 2,522,945 163,857 133,437 76,654 Deferred credits related to income taxes 382,381 64,354 40,568 22,792 Accumulated deferred investment tax credits 415,477 33,760 28,333 13,271 Employee benefits provisions(1) 186,319 22,974 32,380 5,820 Prepaid capacity revenues, net - - - - Department of Energy assessments 46,782 - - - Disallowed Plant Vogtle capacity buyback costs 57,250 - - - Storm damage reserves - - 12,955 1,400 Miscellaneous 31,404 10,944 4,548 10,031 - ---------------------------------------------------------------------------------------------------------- Total 3,642,558 295,889 252,221 129,968 - ---------------------------------------------------------------------------------------------------------- TOTAL CAPITALIZATION AND LIABILITIES $13,071,051 $1,308,366 $1,142,327 $542,295 ========================================================================================================== (1) 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. (Continued on following page) A-8B
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES CONSOLIDATING BALANCE SHEET-- DECEMBER 31, 1996 (Stated in Thousands of Dollars) (Continued) SOUTHERN CAPITALIZATION AND LIABILITIES SEGCO SCS NUCLEAR SEIH CAPITALIZATION (see accompanying statements): Common stock equity $52,063 $ 875 $ 1,869 $ 987,712 Preferred stock - - - - Subsidiary obligated mandatorily redeemable preferred securities - - - - Long-term debt 76,324 47,658 5,000 1,140,321 - ----------------------------------------------------------------------------------------------------------- Total 128,387 48,533 6,869 2,128,033 - ----------------------------------------------------------------------------------------------------------- MINORITY INTEREST - - - 374,920 - ----------------------------------------------------------------------------------------------------------- CURRENT LIABILITIES: - - - - Amount of debt due within one year - 15,792 - 45,024 Notes payable - - - 567,539 Commercial paper - - - - Accounts payable-- Affiliated companies 13,414 33,592 16,907 1,384 Other - 29,868 8,603 212,106 Customer deposits - - - 12,790 Taxes accrued-- Federal and state income 3,719 - 505 7,541 Other 281 799 417 33,391 Interest accrued 877 62 - 26,862 Vacation pay accrued - 16,174 5,670 3,484 Miscellaneous 121 51,557 12,051 216,645 - ----------------------------------------------------------------------------------------------------------- Total 18,412 147,844 44,153 1,126,766 - ----------------------------------------------------------------------------------------------------------- DEFERRED CREDITS AND OTHER LIABILITIES: Accumulated deferred income taxes 12,783 - - 664,718 Deferred credits related to income taxes 4,203 - - - Accumulated deferred investment tax credits 2,633 - - - Employee benefits provisions(1) - 59,013 62,268 9,691 Prepaid capacity revenues, net - - - - Department of Energy assessments - - - - Disallowed Plant Vogtle capacity buyback costs - - - - Storm damage reserves - - - - Miscellaneous 628 19,559 263 233,529 - ----------------------------------------------------------------------------------------------------------- Total 20,247 78,572 62,531 907,938 - ----------------------------------------------------------------------------------------------------------- TOTAL CAPITALIZATION AND LIABILITIES $167,046 $274,949 $113,553 $4,537,657 $ =========================================================================================================== (1) 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. (Continued on following page) A-9A
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES CONSOLIDATING BALANCE SHEET-- DECEMBER 31, 1996 (Stated in Thousands of Dollars) (Continued) SOUTHERN SOUTHERN SOUTHERN INFO- SOUTHERN CAPITALIZATION AND LIABILITIES MESH DEVELOPMENT COMMUNICATION MATION TELECOM SERC Common stock equity $ 31,374 $14,620 $132,303 $ 5 $ 203 $ 5 Preferred stock - - - - - - Subsidiary obligated mandatorily redeemable preferred securities - - - - - - Long-term debt 296,461 - 14,968 - - - - ------------------------------------------------------------------------------------------------------------------------ Total 327,835 14,620 147,271 5 203 5 - ------------------------------------------------------------------------------------------------------------------------ MINORITY INTEREST 629 - - - - - - ------------------------------------------------------------------------------------------------------------------------ CURRENT LIABILITIES: Preferred stock due within one year - - - - - - Long-term debt due within one year 7,350 - 251 - - - Notes payable 22,845 - - - - - Commercial paper - - - - - - Accounts payable-- Affiliated companies 16,953 650 5,376 1 24 107 Other 3,325 4,959 5,119 - - 293 Customer deposits - - - - - - Taxes accrued-- Federal and state income - - - - - - Other 136 39 124 - - - Interest accrued 13,846 - 96 - - - Vacation pay accrued - 153 181 - - - Miscellaneous - 2,423 1,392 - - - - ------------------------------------------------------------------------------------------------------------------------ Total 64,455 8,224 12,539 1 24 400 - ------------------------------------------------------------------------------------------------------------------------ DEFERRED CREDITS AND OTHER LIABILITIES: Accumulated deferred income taxes 38,970 - 15,119 - - - Deferred credits related to income taxes - - - - - - Accumulated deferred investment tax credits - - - - - - Employee benefits provisions(1) - - 1,919 - - - Prepaid capacity revenues, net - - - - - - Department of Energy assessments - - - - - - Disallowed Plant Vogtle capacity buyback costs - - - - - - Storm damage reserves - - - - - - Miscellaneous - 36 612 - - 151 - ------------------------------------------------------------------------------------------------------------------------ Total 38,970 36 17,650 - - 151 - ------------------------------------------------------------------------------------------------------------------------ TOTAL CAPITALIZATION AND LIABILITIES $ 431,889 $22,880 $177,460 $ 6 $227 $ 556 ======================================================================================================================== (1) 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. A-9B
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES CONSOLIDATING STATEMENT OF CAPITALIZATION--DECEMBER 31, 1996 (Stated in Thousands of Dollars) Intercompany Eliminations and Transfers Consolidated Add (Deduct) SOUTHERN ALABAMA COMMON STOCK EQUITY: Common stock, par value $5 per share Authorized -- 1,000,000,000 shares Outstanding -- 677,035,961 shares $3,385,180 $ - $3,385,180 $ - Common stock of subsidiaries - (699,656) - 224,358 Paid-in capital 2,067,228 (5,066,786) 2,067,228 1,304,645 Premium on preferred stock - (970) - 146 Retained earnings 3,763,987 (3,313,951) 3,763,987 1,185,128 - --------------------------------------------------------------------------------------------------------------------------------- Total common stock equity 9,216,395 (9,081,363) 9,216,395 2,714,277 - --------------------------------------------------------------------------------------------------------------------------------- CUMULATIVE PREFERRED STOCK OF SUBSIDIARIES (See note on page A-12): $100 par or stated value-- 4.20% to 5.96% 199,299 - - 77,400 6.32% to 7.88% 130,404 - - 5,000 $25 par or stated value-- $1.90 to $1.9875 190,852 - - - 6.40% to 7.60% 322,500 - - 238,000 Auction rates--at January 1, 1997; 4.01% to 4.09% 70,000 - - 70,000 Adjustable rates--at January 1, 1997; 5.01% to 5.66% 240,000 - - 50,000 - --------------------------------------------------------------------------------------------------------------------------------- Total (annual dividend requirement--$72,045) 1,153,055 - - 440,400 Less amount due within one year 173,528 - - 100,000 - --------------------------------------------------------------------------------------------------------------------------------- Total excluding amount due within one year 979,527 - - 340,400 - --------------------------------------------------------------------------------------------------------------------------------- SUBSIDIARY OBLIGATED MANDATORILY REDEEMABLE PREFERRED SECURITIES: $25 liquidation value-- 7.375% 97,000 - - 97,000 7.75% 225,000 - - - 9% 100,000 - - - - --------------------------------------------------------------------------------------------------------------------------------- Total (annual distribution requirement--$33,592) 422,000 - - 97,000 - --------------------------------------------------------------------------------------------------------------------------------- LONG-TERM DEBT: First mortgage bonds of subsidiaries-- Maturity Interest Rates ----------------------------- ------------------------- 1997 5-7/8% to 8.665% 32,350 - - - 1998 5% to 8.665% 237,885 - - 50,000 1999 6-1/8% to 8.665% 373,340 - - 170,000 2000 6% to 8.665% 348,840 - - 100,000 2001 8.665% 9,335 - - - 2002 through 2006 6.07% to 8.665% 1,017,095 - - 400,000 2007 through 2011 6-7/8% to 8.665% 291,680 - - 175,000 2012 through 2016 8.665% 84,890 - - - 2017 through 2021 8.665% to 9-1/4% 227,351 - - 223,451 2022 through 2026 6-7/8% to 9% 1,497,116 - - 797,608 - --------------------------------------------------------------------------------------------------------------------------------- Total first mortgage bonds 4,119,882 - - 1,916,059 Other long-term debt 4,084,327 (19,948) - 484,196 Unamortized debt premium (discount), net (77,529) - - (25,496) - --------------------------------------------------------------------------------------------------------------------------------- Total long-term debt (annual interest requirement--$564,007) 8,126,680 (19,948) - 2,374,759 Less amount due within one year 191,411 - - 20,753 - --------------------------------------------------------------------------------------------------------------------------------- Long-term debt excluding amount due within one year 7,935,269 (19,948) - 2,354,006 - --------------------------------------------------------------------------------------------------------------------------------- TOTAL CAPITALIZATION $18,553,191 $(9,101,311) $9,216,395 $5,505,683 ================================================================================================================================= (Continued on following page) A-10A
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES CONSOLIDATING STATEMENT OF CAPITALIZATION--DECEMBER 31, 1996 (Stated in Thousands of Dollars) GEORGIA GULF MISSISSIPPI SAVANNAH COMMON STOCK EQUITY: Common stock, par value $5 per share Authorized -- 1,000,000,000 shares Outstanding -- 677,035,961 shares $ - $ - $ - $ - Common stock of subsidiaries 344,250 38,060 37,691 54,223 Paid-in capital 2,134,886 218,438 179,389 8,688 Premium on preferred stock 371 81 372 - Retained earnings 1,674,774 179,179 166,282 109,373 - ------------------------------------------------------------------------------------------------------------------------------- Total common stock equity 4,154,281 435,758 383,734 172,284 - ------------------------------------------------------------------------------------------------------------------------------- CUMULATIVE PREFERRED STOCK OF SUBSIDIARIES (See note on page A-12): $100 par or stated value-- 4.20% to 5.96% 95,787 15,102 11,010 - 6.32% to 7.88% 52,000 10,000 63,404 - $25 par or stated value-- $1.90 to $1.9875 190,852 - - - 6.40% to 7.60% - 49,500 - 35,000 Auction rates--at January 1, 1997; 4.01% to 4.09% - - - - Adjustable rates--at January 1, 1997; 5.01% to 5.66% 175,000 15,000 - - - ------------------------------------------------------------------------------------------------------------------------------- Total (annual dividend requirement--$72,045) 513,639 89,602 74,414 35,000 Less amount due within one year 49,028 24,500 - - - ------------------------------------------------------------------------------------------------------------------------------- Total excluding amount due within one year 464,611 65,102 74,414 35,000 - ------------------------------------------------------------------------------------------------------------------------------- SUBSIDIARY OBLIGATED MANDATORILY REDEEMABLE PREFERRED SECURITIES: $25 liquidation value-- 7.375% - - - - 7.75% 225,000 - - - 9% 100,000 - - - - ------------------------------------------------------------------------------------------------------------------------------- Total (annual distribution requirement--$33,592) 325,000 - - - - ------------------------------------------------------------------------------------------------------------------------------- LONG-TERM DEBT: First mortgage bonds of subsidiaries-- Maturity Interest Rates ----------------------------- ---------------------------- 1997 5-7/8% to 8.665% - 25,000 - - 1998 5% to 8.665% 100,000 45,000 35,000 - 1999 6-1/8% to 8.665% 195,000 - - - 2000 6% to 8.665% 200,000 - 40,000 - 2001 8.665% - - - - 2002 through 2006 6.07% to 8.665% 435,000 55,000 35,000 40,000 2007 through 2011 6-7/8% to 8.665% 50,000 - - - 2012 through 2016 8.665% - - - - 2017 through 2021 8.665% to 9-1/4% - - - - 2022 through 2026 6-7/8% to 9% 534,508 30,000 65,000 70,000 - ------------------------------------------------------------------------------------------------------------------------------- ------------- ------------ ---------- ---------- Total first mortgage bonds 1,514,508 155,000 175,000 110,000 Other long-term debt 1,758,304 220,929 153,735 55,043 Unamortized debt premium (discount), net (11,771) (3,077) (2,346) (2,605) - ------------------------------------------------------------------------------------------------------------------------------- Total long-term debt (annual interest requirement--$564,007) 3,261,041 372,852 326,389 162,438 Less amount due within one year 60,622 40,972 10 637 - ------------------------------------------------------------------------------------------------------------------------------- Long-term debt excluding amount due within one year 3,200,419 331,880 326,379 161,801 - ------------------------------------------------------------------------------------------------------------------------------- TOTAL CAPITALIZATION $8,144,311 $ 832,740 $ 784,527 $369,085 =============================================================================================================================== (Continued on following page) A-10B
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES CONSOLIDATING STATEMENT OF CAPITALIZATION--DECEMBER 31, 1996 (Stated in Thousands of Dollars) SOUTHERN SEGCO SCS NUCLEAR SEIH* MESH COMMON STOCK EQUITY: Common stock, par value $5 per share Authorized -- 1,000,000,000 shares Outstanding -- 677,035,961 shares $ - $ - $ - $ - $ - Common stock of subsidiaries 328 725 10 1 1 Paid-in capital 32,472 150 1,859 971,492 31,373 Premium on preferred stock - - - - - Retained earnings 19,263 - - 16,219 - - ----------------------------------------------------------------------------------------------------------------------------- Total common stock equity 52,063 875 1,869 987,712 31,374 - ----------------------------------------------------------------------------------------------------------------------------- CUMULATIVE PREFERRED STOCK OF SUBSIDIARIES (See note on page A-12): $100 par or stated value-- 4.20% to 5.96% - - - - - 6.32% to 7.88% - - - - - $25 par or stated value-- $1.90 to $1.9875 - - - - - 6.40% to 7.60% - - - - - Auction rates--at January 1, 1997; 4.01% to 4.09% - - - - - Adjustable rates--at January 1, 1997; 5.01% to 5.66% - - - - - - ----------------------------------------------------------------------------------------------------------------------------- Total (annual dividend requirement--$72,045) - - - - - Less amount due within one year - - - - - - ----------------------------------------------------------------------------------------------------------------------------- Total excluding amount due within one year - - - - - - ----------------------------------------------------------------------------------------------------------------------------- SUBSIDIARY OBLIGATED MANDATORILY REDEEMABLE PREFERRED SECURITIES: $25 liquidation value-- 7.375% - - - - - 7.75% - - - - - 9% - - - - - - ----------------------------------------------------------------------------------------------------------------------------- Total (annual distribution requirement--$33,592) - - - - - - ----------------------------------------------------------------------------------------------------------------------------- LONG-TERM DEBT: First mortgage bonds of subsidiaries-- Maturity Interest Rates ----------------------------- --------------------------- 1997 5-7/8% to 8.665% - - - - 7,350 1998 5% to 8.665% - - - - 7,885 1999 6-1/8% to 8.665% - - - - 8,340 2000 6% to 8.665% - - - - 8,840 2001 8.665% - - - - 9,335 2002 through 2006 6.07% to 8.665% - - - - 52,095 2007 through 2011 6-7/8% to 8.665% - - - - 66,680 2012 through 2016 8.665% - - - - 84,890 2017 through 2021 8.665% to 9-1/4% - - - - 3,900 2022 through 2026 6-7/8% to 9% - - - - - - ----------------------------------------------------------------------------------------------------------------------------- ---------- --------------------- ---------------------- Total first mortgage bonds - - - - 249,315 Other long-term debt 76,600 63,450 5,000 1,186,799 85,000 Unamortized debt premium (discount), net (276) - - (1,454) (30,504) - ----------------------------------------------------------------------------------------------------------------------------- Total long-term debt (annual interest requirement--$564,007) 76,324 63,450 5,000 1,185,345 303,811 Less amount due within one year - 15,792 - 45,024 7,350 - ----------------------------------------------------------------------------------------------------------------------------- Long-term debt excluding amount due within one year 76,324 47,658 5,000 1,140,321 296,461 - ----------------------------------------------------------------------------------------------------------------------------- TOTAL CAPITALIZATION $128,387 $ 48,533 $6,869 $2,128,033 $327,835 ============================================================================================================================= A-11A
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES CONSOLIDATING STATEMENT OF CAPITALIZATION--DECEMBER 31, 1996 (Stated in Thousands of Dollars) SOUTHERN SOUTHERN SOUTHERN SOUTHERN DEVELOP- COMMUNI- INFO- TELECOM SERC MENT CATIONS* MATION COMMON STOCK EQUITY: Common stock, par value $5 per share Authorized -- 1,000,000,000 shares Outstanding -- 677,035,961 shares $ - $ - $ - $ - $ - Common stock of subsidiaries 1 1 1 1 5 Paid-in capital 25,658 157,505 5 226 - Premium on preferred stock - - - - - Retained earnings (11,039) (25,203) (1) (24) - - -------------------------------------------------------------------------------------------------------------------------------- Total common stock equity 14,620 132,303 5 203 5 - -------------------------------------------------------------------------------------------------------------------------------- CUMULATIVE PREFERRED STOCK OF SUBSIDIARIES (See note on page A-12): $100 par or stated value-- 4.20% to 5.96% - - - - - 6.32% to 7.88% - - - - - $25 par or stated value-- $1.90 to $1.9875 - - - - - 6.40% to 7.60% - - - - - Auction rates--at January 1, 1997; 4.01% to 4.09% - - - - - Adjustable rates--at January 1, 1997; 5.01% to 5.66% - - - - - - -------------------------------------------------------------------------------------------------------------------------------- Total (annual dividend requirement--$72,045) - - - - - Less amount due within one year - - - - - - -------------------------------------------------------------------------------------------------------------------------------- Total excluding amount due within one year - - - - - - -------------------------------------------------------------------------------------------------------------------------------- SUBSIDIARY OBLIGATED MANDATORILY REDEEMABLE PREFERRED SECURITIES: $25 liquidation value-- 7.375% - - - - - 7.75% - - - - - 9% - - - - - - -------------------------------------------------------------------------------------------------------------------------------- Total (annual distribution requirement--$33,592) - - - - - - -------------------------------------------------------------------------------------------------------------------------------- LONG-TERM DEBT: First mortgage bonds of subsidiaries-- Maturity Interest Rates ----------------------------- ---------------------------- 1997 5-7/8% to 8.665% - - - - - 1998 5% to 8.665% - - - - - 1999 6-1/8% to 8.665% - - - - - 2000 6% to 8.665% - - - - 2001 8.665% - - - - 2002 through 2006 6.07% to 8.665% - - - - - 2007 through 2011 6-7/8% to 8.665% - - - - - 2012 through 2016 8.665% - - - - - 2017 through 2021 8.665% to 9-1/4% - - - - - 2022 through 2026 6-7/8% to 9% - - - - - - -------------------------------------------------------------------------------------------------------------------------------- ----------- ---------- ------ ------- ------- Total first mortgage bonds - - - - - Other long-term debt - 15,219 - - - Unamortized debt premium (discount), net - - - - - - -------------------------------------------------------------------------------------------------------------------------------- Total long-term debt (annual interest requirement--$564,007) - 15,219 - - - Less amount due within one year - 251 - - - - -------------------------------------------------------------------------------------------------------------------------------- Long-term debt excluding amount due within one year - 14,968 - - - - -------------------------------------------------------------------------------------------------------------------------------- TOTAL CAPITALIZATION $14,620 $147,271 $5 $203 $5 ================================================================================================================================ * Preliminary. Currently under audit. A-11B
SOUTHERN AND SUBSIDIARY COMPANIES CONSOLIDATING STATEMENT OF CAPITALIZATION--DECEMBER 31, 1996 (Continued) NOTE TO CONSOLIDATING STATEMENT OF CAPITALIZATION: Shares authorized, shares outstanding and redemption prices of the preferred stock and preferred securities are shown below: Shares Redemption Price Series Authorized Outstanding Per Share** - ------------------------------ ----------- ----------- --------------- Cumulative Preferred Stock, $100 par or stated value-- 4.20% to 5.96% 2,165,125 1,992,989 $102.18 to $110.00 6.32% to 7.88% 1,304,040 1,304,040 $102.47 to $108.32* Undesignated 7,598,736 - - $25 par or stated value-- $1.90 to $1.9875 7,634,100 7,634,100 $26.90* to $26.99* 6.40% to 7.60% 12,900,000 12,900,000 $26.60* to $26.90* Adjustable rate--at 1/1/97 5.01%-1993 Series 600,000 600,000 $26.25* 5.17%-1993 Series 2,000,000 2,000,000 $26.25* 5.66%-1993 Series 3,000,000 3,000,000 $27.50* 5.20%-1993 Series 4,000,000 4,000,000 $27.50* Undesignated 36,165,900 - - $1 Par Value--Undesignated 15,479,800 - - Auction rate--at 1/1/97: 4.09% $100 Stated Capital 500,000 500,000 $100 Auction rate--at 1/1/97: 4.01% $100,000 Stated Capital 200 200 $100,000 $10 Par or Stated Value-- Undesignated 7,420,000 - - Preferred Securities Redemption Price Series Authorized Outstanding Per Preferred Security** ----------------------- ---------- ----------- ------------------------ Subsidiary Obligated Mandatorily Redeemable Preferred Securities 7.375% 3,880,000 3,880,000 $25 7.75% 9,000,000 9,000,000 $25 9% 4,000,000 4,000,000 $25
*Amount of premium in excess of par or stated value reduces in future years. **Plus accrued dividends in each case. A-12
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES CONSOLIDATING STATEMENT OF RETAINED EARNINGS FOR THE YEAR ENDED DECEMBER 31, 1996 (Stated in Thousands of Dolllars) Intercompany Eliminations and Transfers Consolidated Add (Deduct) SOUTHERN ALABAMA BALANCE, December 31, 1995 $3,483,624 $(3,123,793) $3,483,624 $1,161,225 ADD: Net income after dividends on preferred stock of subsidiary companies 1,127,061 (1,151,948) 1,127,061 371,490 - -------------------------------------------------------------------------------------------------------------------- 4,610,685 (4,275,741) 4,610,685 1,532,715 DEDUCT (ADD): Cash dividends paid on common stock 846,754(1) (960,173) 846,754(1) 347,500 Other common and preferred stock transactions, net (56) (1,617) (56) 87 - -------------------------------------------------------------------------------------------------------------------- BALANCE, December 31, 1996 $3,763,987 $(3,313,951) $3,763,987 $1,185,128 ==================================================================================================================== (1)SOUTHERN paid quarterly dividends during 1996 of 31-1/2(cent)per share or $1.26 for the year. 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 RETAINED EARNINGS FOR THE YEAR ENDED DECEMBER 31, 1996 (Stated in Thousands of Dolllars) GEORGIA GULF MISSISSIPPI SAVANNAH BALANCE, December 31, 1995 $1,569,905 $179,663 $157,459 $105,033 ADD: Net income after dividends on preferred stock of subsidiary companies 580,327 57,845 52,723 23,940 - ----------------------------------------------------------------------------------------------------------------- 2,150,232 237,508 210,182 128,973 DEDUCT (ADD): Cash dividends paid on common stock 475,500 58,300 43,900 19,600 Other common and preferred stock transactions, net (42) 29 - - - ----------------------------------------------------------------------------------------------------------------- BALANCE, December 31, 1996 $1,674,774 $179,179 %166,282 $109,373 ================================================================================================================= 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 RETAINED EARNINGS FOR THE YEAR ENDED DECEMBER 31, 1996 (Stated in Thousands of Dolllars) Southern Southern Southern Southern SEGCO SEIH* MESH Development Communications* Information Telecom BALANCE, December 31, 1995 $21,665 $(57,557) $ (602) $ (5,301) $(7,697) $ - $ - ADD: Net income after dividends on preferred stock of subsidiary companies 7,702 75,337 5,853 (5,738) (17,506) (1) (24) - ------------------------------------------------------------------------------------------------------------------------------- 29,367 17,780 5,251 (11,039) (25,203) (1) (24) DEDUCT (ADD): Cash dividends paid on common stock 10,104 - 5,269 - - - - Other common and preferred stock transactions, net - 1,561 (18) - - - - - ------------------------------------------------------------------------------------------------------------------------------- BALANCE, December 31, 1996 $19,263 $16,219 $ - $(11,039) $(25,203) $ (1) $(24) =============================================================================================================================== * Preliminary. Currently under audit. 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-13C
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES CONSOLIDATING STATEMENT OF PAID-IN CAPITAL FOR THE YEAR ENDED DECEMBER 31, 1996 (Stated in Thousands of Dollars) Intercompany Eliminations and Transfers Consolidated Add (Deduct) SOUTHERN ALABAMA BALANCE, December 31, 1995 $1,939,811 $(5,153,808) $1,940,823 $1,304,645 ADD (DEDUCT): Proceeds from issuance of common stock over the par value thereof 133,647(1) - 133,647(1) - Contributions to (distributions from) capital (8,616) 79,808 - - Conversion of debt to equity 8,503 - - - Translation adjustment 20,442 - - - Unrealized gains/losses on investment valuations (27,358) - - - Other (171) 6,244 (7,242) - - ------------------------------------------------------------------------------------------------------------------------------- BALANCE, December 31, 1996 2,066,258 $(5,067,756) $2,067,228 $1,304,645 =============================================================================================================================== (1) SOUTHERN issued 7,493,047 shares of common stock during 1996. 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-14A
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES CONSOLIDATING STATEMENT OF PAID-IN CAPITAL FOR THE YEAR ENDED DECEMBER 31, 1996 (Stated in Thousands of Dollars) GEORGIA GULF MISSISSIPPI SAVANNAH BALANCE, December 31, 1995 $2,384,444 $218,438 $179,362 $8,688 ADD (DEDUCT): Proceeds from issuance of common stock over the par value thereof - - - - Contributions to (distributions from) capital (250,000) - - - Conversion of debt to equity - - - - Translation adjustment - - - - Unrealized gains/losses on investment valuations - - - - Other 442 - 27 - - ----------------------------------------------------------------------------------------------------------------- BALANCE, December 31, 1996 $2,134,886 $218,438 $179,389 $8,688 ================================================================================================================= 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-14B
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES CONSOLIDATING STATEMENT OF PAID-IN CAPITAL FOR THE YEAR ENDED DECEMBER 31, 1996 (Stated in Thousands of Dollars) SOUTHERN SEGCO SCS NUCLEAR SEIH* BALANCE, December 31, 1995 $32,472 $150 $1,614 $864,063 ADD (DEDUCT): Proceeds from issuance of common stock over the par value thereof - - - - Contributions to (distributions from) capital - - - 105,729 Conversion of debt to equity - - - 8,503 Translation adjustment - - - 20,442 Unrealized gains/losses on investment valuations - - - (27,358) Other - - 245 113 - ---------------------------------------------------------------------------------------------------------- BALANCE, December 31, 1996 $32,472 $150 $1,859 $971,492 ========================================================================================================== * Preliminary. Currently under audit. 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-14C
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES CONSOLIDATING STATEMENT OF PAID-IN CAPITAL FOR THE YEAR ENDED DECEMBER 31, 1996 (Stated in Thousands of Dollars) SOUTHERN SOUTHERN SOUTHERN SOUTHERN MESH DEVELOPMENT COMMUNICATIONS* NFORMATION TELECOM BALANCE, December 31, 1995 $42,117 $ 9,659 $107,144 $- $ - ADD (DEDUCT): Proceeds from issuance of common stock over the par value thereof - - - - - Contributions to (distributions from) capital (10,744) 15,999 50,361 5 226 Conversion of debt to equity - - - - - Translation adjustment - - - - - Unrealized gains/losses on investment valuations - - - - - Other - - - - - - ------------------------------------------------------------------------------------------------------------------------- BALANCE, December 31, 1996 $31,373 $25,658 $157,505 $5 $226 ========================================================================================================================= * Preliminary. Currently under audit. 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-14D
Notes to Financial Statements at December 31, 1996 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-15
ALABAMA AND SUBSIDIARY COMPANIES CONSOLIDATING STATEMENT OF INCOME FOR THE YEAR ENDED DECEMBER 31, 1996 (in thousands) ALABAMA ALABAMA ALABAMA CONSOLIDATED ELIMINATIONS CORPORATE TRUST I - ------------------------------------------------------------------------------------------------------------------------------ OPERATING REVENUES: $3,120,775 $ - $3,120,775 $ - OPERATING EXPENSES: Operation-- Fuel 877,076 - 877,076 - Purchased power from non-affiliates 36,813 - 36,813 - Purchased power from affiliates 91,500 - 91,500 - Other 505,884 - 505,884 - Maintenance 258,482 - 258,482 - Depreciation 320,102 - 320,102 - Taxes other than income taxes 186,172 - 186,172 - Federal and state income taxes 228,108 - 228,108 - - ------------------------------------------------------------------------------------------------------------------------------ Total operating expenses 2,504,137 - 2,504,137 - - ------------------------------------------------------------------------------------------------------------------------------ OPERATING INCOME 616,638 - 616,638 - OTHER INCOME (EXPENSE): Allowance for equity funds used during construction - - - - Interest income 28,318 (7,131) 28,525 6,924 Other, net (42,002) - (42,002) - Income taxes applicable to other income 22,400 - 22,400 - - ------------------------------------------------------------------------------------------------------------------------------ INCOME BEFORE INTEREST CHARGES 625,354 (7,131) 625,561 6,924 - ------------------------------------------------------------------------------------------------------------------------------ INTEREST CHARGES AND PREFERRED DIVIDENDS: Interest on long-term debt 169,390 (6,924) 176,314 - Allowance for debt funds used during construction (6,480) - (6,480) - Interest on interim obligations 20,617 - 20,617 - Amortization of debt discount, premium, and expense, net 9,508 - 9,508 - Other interest charges 27,510 - 27,510 - Distributions on preferred securities of ALABAMA TRUST I 6,717 (207) - 6,924 - ------------------------------------------------------------------------------------------------------------------------------ Interest charges and other, net 227,262 (7,131) 227,469 6,924 - ------------------------------------------------------------------------------------------------------------------------------ NET INCOME 398,092 - 398,092 - DIVIDENDS ON PREFERRED STOCK 26,602 - 26,602 - - ------------------------------------------------------------------------------------------------------------------------------ NET INCOME AFTER PREFERRED STOCK DIVIDENDS $371,490 $ - $371,490 $ - ==============================================================================================================================
A-16
ALABAMA AND SUBSIDIARY COMPANIES CONSOLIDATING STATEMENT OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 1996 (in thousands) ALABAMA ALABAMA ALABAMA CONSOLIDATED ELIMINATIONS CORPORATE TRUST I - ------------------------------------------------------------------------------------------------------------------------------ OPERATING ACTIVITIES: Net income $398,092 $ - $398,092 $ - Adjustments to reconcile consolidated net income to net cash provided by operating activities- Depreciation and amortization 383,438 - 383,438 - Deferred income taxes and investment tax credits 16,585 - 16,585 - Allowance for equity funds used during construction - - - - Other, net 21,563 - 21,563 Changes in current assets and liabilities- Receivables, net 3,958 - 3,958 - Fossil fuel stock 24,923 - 24,923 - Materials & Supplies 11,311 - 11,311 - Accounts payables 1,006 - 1,006 - Other 12,904 - 12,904 - - ------------------------------------------------------------------------------------------------------------------------------- NET CASH PROVIDED FROM OPERATING ACTIVITIES 873,780 - 873,780 - - ------------------------------------------------------------------------------------------------------------------------------- INVESTING ACTIVITIES: Gross property additions (425,024) - (425,024) - Other (61,119) 103,000 (64,119) (100,000) - ------------------------------------------------------------------------------------------------------------------------------- NET CASH USED IN INVESTING ACTIVITIES (486,143) 103,000 (489,143) (100,000) - ------------------------------------------------------------------------------------------------------------------------------- FINANCING ACTIVITIES: Proceeds- Company obligated mandatorily redeemable preferred securities 97,000 (3,000) - 100,000 Other long-term debt 21,000 (100,000) 121,000 - Retirements- First mortgage bonds (83,797) - (83,797) - Other long-term debt (21,907) - (21,907) - Interim obligations, net (25,163) - (25,163) - Payment of common stock dividends (347,500) - (347,500) - Payment of preferred stock dividends (26,665) - (26,665) - Miscellaneous (3,634) - (3,634) - - ------------------------------------------------------------------------------------------------------------------------------- NET CASH PROVIDED BY (USED FOR) FINANCING ACTIVITIES (390,666) (103,000) (387,666) 100,000 - ------------------------------------------------------------------------------------------------------------------------------- NET CHANGE IN CASH (3,029) - (3,029) - CASH AT BEGINNING OF YEAR 12,616 - 12,616 - - ------------------------------------------------------------------------------------------------------------------------------- CASH AT THE END OF THE YEAR $ 9,587 $ - $ 9,587 $ - ===============================================================================================================================
A-17
ALABAMA AND SUBSIDIARY COMPANIES CONSOLIDATING BALANCE SHEET DECEMBER 31, 1996 (in thousands) ALABAMA ALABAMA ALABAMA CONSOLIDATED ELIMINATIONS CORPORATE TRUST I - ------------------------------------------------------------------------------------------------------------------------------ ASSETS UTILITY PLANT $7,073,963 $ - $7,073,963 $ - INVESTMENTS: Investments in affiliated companies 26,032 (103,000) 29,032 100,000 Nuclear decommissioning trusts 148,760 - 148,760 - Miscellaneous 20,243 - 20,243 - - ------------------------------------------------------------------------------------------------------------------------------ Total 195,035 (103,000) 198,035 100,000 - ------------------------------------------------------------------------------------------------------------------------------ CURRENT ASSETS: Cash 9,587 - 9,587 - Receivables, net 409,133 - 409,133 - Refundable income taxes 5,856 - 5,856 - Fossil fuel stock, at average cost 81,704 - 81,704 - Materials and supplies, at average cost 167,792 - 167,792 - Prepayments 131,870 - 131,870 - Vacation pay deferred 28,369 - 28,369 - - ------------------------------------------------------------------------------------------------------------------------------ Total 834,311 - 834,311 - - ------------------------------------------------------------------------------------------------------------------------------ DEFERRED CHARGES: Deferred charges related to income taxes 410,010 - 410,010 - Debt expense, being amortized 7,398 - 7,398 - Premium on reacquired debt, being amortized 84,149 - 84,149 - Nuclear decontamination and decommissioning fund 37,490 - 37,490 - Miscellaneous 91,490 - 91,490 - - ------------------------------------------------------------------------------------------------------------------------------ Total 630,537 - 630,537 - - ------------------------------------------------------------------------------------------------------------------------------ TOTAL ASSETS $8,733,846 $(103,000) $8,736,846 $100,000 ==============================================================================================================================
A-18
ALABAMA AND SUBSIDIARY COMPANIES CONSOLIDATING BALANCE SHEET DECEMBER 31, 1996 (in thousands) ALABAMA ALABAMA ALABAMA CONSOLIDATED ELIMINATIONS CORPORATE TRUST I - ------------------------------------------------------------------------------------------------------------------------------ CAPITALIZATION AND LIABILITIES CAPITALIZATION: Common stock equity $2,714,277 $ - $2,714,277 $ - Preferred stock 340,400 - 340,400 - Company obligated mandatorily redeemable preferred securities of ALABAMA TRUST I 97,000 (3,000) - 100,000 Long-term debt 2,354,006 (100,000) 2,454,006 - - ------------------------------------------------------------------------------------------------------------------------------ Total 5,505,683 (103,000) 5,508,683 100,000 - ------------------------------------------------------------------------------------------------------------------------------ CURRENT LIABILITIES: Preferred stock due within one year (Note 11) 100,000 - 100,000 - Long-term debt due within one year 20,753 - 20,753 - Notes Payable - - - - Commercial paper 364,853 - 364,853 - Accounts payable, net 246,870 - 246,870 - Customer deposits 32,003 - 32,003 - Taxes accrued 50,909 - 50,909 - Interest accrued 51,941 - 51,941 - Vacation pay accrued 28,369 - 28,369 - Miscellaneous 96,485 - 96,485 - - ------------------------------------------------------------------------------------------------------------------------------ Total 992,183 - 992,183 - - ------------------------------------------------------------------------------------------------------------------------------ DEFERRED CREDITS: Accumulated deferred income taxes 1,177,687 - 1,177,687 - Deferred credits related to income taxes 364,792 - 364,792 - Accumulated deferred investment tax credits 294,071 - 294,071 - Prepaid capacity revenues, net 122,496 - 122,496 - Employee benefit provisions 80,389 - 80,389 - Nuclear decontamination and decommissioning fund 33,741 - 33,741 - Storm damage reserve 20,757 - 20,757 - Miscellaneous 142,047 - 142,047 - - ------------------------------------------------------------------------------------------------------------------------------ Total 2,235,980 - 2,235,980 - - ------------------------------------------------------------------------------------------------------------------------------ TOTAL CAPITALIZATION AND LIABILITIES $8,733,846 $(103,000) $8,736,846 $100,000 ==============================================================================================================================
A-19 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 $824,425 equity 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 $8,416,602 of investments in Alabama Property Company. A-20 ALABAMA TRUST I STATEMENT OF INCOME FOR THE YEAR ENDED DECEMBER 31, 1996 (Consolidated in Parent, ALABAMA) (Unaudited) (in thousands) Interest Revenue $6,924 Distribution Expense 6,924 $ 0 A-21 ALABAMA TRUST I STATEMENT OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 1996 (Consolidated in Parent, ALABAMA) (Unaudited) (in thousands) INVESTING ACTIVITIES: Investment in ALABAMA Junior Subordinated Notes $(100,000) FINANCING ACTIVITIES: Proceeds from issuance of 7.375% Trust Common Securities 3,000 Proceeds from issuance of 7.375% Trust Preferred Securities 97,000 --------- NET INCREASE ( DECREASE) IN CASH 0 CASH AT BEGINNING OF PERIOD 0 --------- CASH AT END OF PERIOD $ 0 ========= A-22 ALABAMA TRUST I BALANCE SHEET AT DECEMBER 31, 1996 (Consolidated in Parent, ALABAMA) (Unaudited) (in thousands) ASSETS Investment in ALABAMA $100,000 TOTAL ASSETS $100,000 LIABILITIES Common securities $ 3,000 Preferred securities 97,000 -------- TOTAL LIABILITIES $100,000 A-23 ALABAMA PROPERTY COMPANY STATEMENT OF INCOME FOR THE YEAR ENDED DECEMBER 31, 1996 (Unaudited; Not Consolidated in Parent, ALABAMA) REVENUES: Sales of recreational lots $3,580,892 Rentals 99,411 ---------- Total Revenues 3,680,303 ---------- COSTS AND EXPENSES: Cost of recreational lot sales 1,360,576 Selling, administrative and general expenses 809,352 ---------- Total costs and expenses 2,169,928 ---------- OPERATING INCOME 1,510,375 OTHER INCOME (EXPENSE): Interest income 122,184 Charitable contribution of property (819,043) Other 13,304 ---------- INCOME BEFORE PROVISION FOR INCOME TAXES 826,820 PROVISION FOR INCOME TAXES 2,395 ---------- NET INCOME $ 824,425 ========== ALABAMA PROPERTY COMPANY STATEMENT OF RETAINED EARNINGS FOR THE YEAR ENDED DECEMBER 31, 1996 (Unaudited; Not Consolidated in Parent, ALABAMA) RETAINED EARNINGS AT DECEMBER 31, 1995 $7,142,177 Net income 824,425 ---------- RETAINED EARNINGS AT DECEMBER 31, 1996 $7,966,602 ========== A-24 ALABAMA PROPERTY COMPANY STATEMENT OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 1996 (Unaudited; Not Consolidated in Parent, ALABAMA) CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 824,425 ---------- Adjustments to reconcile net income to net cash provided by operating activities: Additions to property held for sale (1,631,692) Charitable contribution of property 819,043 Property cost of lot sales 1,257,314 Changes in current assets and liabilities: Interest receivable 6,630 Accounts receivable 7,250 Receivable from parent company 23,125 Refundable income taxes 269,043 Payable to parent company 62,923 Accrued income taxes 221,132 Other accrued taxes 4,680 ---------- Total adjustments 1,039,448 NET CASH PROVIDED FROM OPERATING ACTIVITIES 1,863,873 NET CHANGE IN CASH AND CASH EQUIVALENTS 1,863,873 CASH AND CASH EQUIVALENTS, Beginning of year 2,224,914 CASH AND CASH EQUIVALENTS, End of year $4,088,787 ========== SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Net cash paid (refunded) during the year for income taxes $(487,780) ========== A-25 ALABAMA PROPERTY COMPANY BALANCE SHEET AT DECEMBER 31, 1996 (Unaudited; Not Consolidated in Parent, ALABAMA) ASSETS CURRENT ASSETS: Cash $ 43,787 Temporary cash investments 4,045,000 Receivable from parent company 8,549 ---------- Total current assets 4,097,336 PROPERTY AND MINERAL RIGHTS HELD FOR FUTURE DEVELOPMENT 4,628,350 ---------- Total Assets $8,725,686 ========== LIABILITIES AND CAPITALIZATION CURRENT LIABILITIES: Payable to parent company $ 62,923 Accrued income taxes 221,132 Other accrued taxes 25,029 ---------- Total current liabilities 309,084 ---------- CAPITALIZATION: Common stock, $150 par value; 1,000 shares authorized, issued and outstanding 150,000 Additional paid-in capital 300,000 Retained earnings 7,966,602 ---------- Total capitalization 8,416,602 ---------- Total liabilities and capitalization $8,725,686 ========== A-26
GEORGIA AND SUBSIDIARY COMPANIES CONSOLIDATING STATEMENT OF INCOME FOR THE YEAR ENDED DECEMBER 31, 1996 (in thousands) GEORGIA GEORGIA GEORGIA GEORGIA CONSOLIDATED ELIMINATIONS CORPORATE PIEDMONT CAPITAL TRUST I - ------------------------------------------------------------------------------------------------------------------------------- OPERATING REVENUES $4,416,779 $(838) $4,416,779 $838 $ - $ - - ------------------------------------------------------------------------------------------------------------------------------- OPERATING EXPENSES: Operation-- Fuel 835,194 - 835,194 - - - Purchased power from non-affiliates 157,308 - 157,308 - - - Purchased power from affiliates 229,324 - 229,324 - - - Other 780,482 (838) 781,262 - 8 50 Maintenance 315,934 - 315,934 - - - Depreciation and amortization 432,940 - 432,889 51 - - Amortization of deferred Plant Vogtle costs 136,650 - 136,650 - - - Taxes other than income taxes 207,098 - 206,747 351 - - Federal and state income taxes 435,904 - 435,735 169 - - - ------------------------------------------------------------------------------------------------------------------------------- Total operating expenses 3,530,834 (838) 3,531,043 571 8 50 - ------------------------------------------------------------------------------------------------------------------------------- OPERATING INCOME 885,945 - 885,736 267 (8) (50) OTHER INCOME (EXPENSE): Allowance for equity funds used during construction 3,144 - 3,144 - - - Interest income 5,333 (16,049) 4,971 990 9,279 6,142 Other, net (39,651) - (39,548) (A) (103) - - Income taxes applicable to other income 18,581 - 18,666 (85) - - - ------------------------------------------------------------------------------------------------------------------------------- INCOME BEFORE INTEREST CHARGES 873,352 (16,049) 872,969 1,069 9,271 6,092 - ------------------------------------------------------------------------------------------------------------------------------- INTEREST CHARGES AND OTHER: Interest on long-term debt 207,851 (16,049) 223,272 628 - - Allowance for debt funds used during construction (11,416) - (11,416) - - - Amortization of debt discount, premium, and expense, net 14,790 - 14,790 - - - Other interest charges 21,816 - 21,750 66 - - Distributions on preferred securities of subsidiaries 14,958 - - - 9,000 5,958 - ------------------------------------------------------------------------------------------------------------------------------- Interest charges and other, net 247,999 (16,049) 248,396 694 9,000 5,958 - ------------------------------------------------------------------------------------------------------------------------------- NET INCOME 625,353 - 624,573 375 271 134 DIVIDENDS ON PREFERRED STOCK 45,026 - 45,026 - - - - ------------------------------------------------------------------------------------------------------------------------------- NET INCOME AFTER DIVIDENDS ON PREFERRED STOCK $ 580,327 $ - $ 579,547 $ 375 $ 271 $ 134 ===============================================================================================================================
A-27
GEORGIA AND SUBSIDIARY COMPANIES CONSOLIDATING STATEMENT OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 1996 (in thousands) GEORGIA GEORGIA GEORGIA GEORGIA CONSOLIDATED ELIMINATIONS CORPORATE PIEDMONT CAPITAL TRUST I - ---------------------------------------------------------------------------------------------------------------------------------- OPERATING ACTIVITIES: Net income $625,353 $ - $624,573 $375 $271 $134 Adjustments to reconcile consolidated net income to net cash provided by operating activities- Depreciation and amortization 521,086 - 520,972 114 - - Deferred income taxes and investment tax credits, net 35,700 - 35,679 21 - - Allowance for equity funds used during construction (3,144) - (3,144) - - - Amortization of deferred Plant Vogtle costs 136,650 - 136,650 - - - Other, net 53,415 - 53,416 (1) - - Changes in current assets and liabilities- Receivables, net 9,421 (345) 9,421 - 479 (134) Inventories 55,753 - 55,753 - - - Payables (35,651) 345 (35,246) - (750) - Taxes accrued 11,766 - 12,129 (363) - - Other (23,361) - (23,361) - - - - ---------------------------------------------------------------------------------------------------------------------------------- NET CASH PROVIDED FROM OPERATING ACTIVITIES 1,386,988 - 1,386,842 146 - - - ---------------------------------------------------------------------------------------------------------------------------------- INVESTING ACTIVITIES: Gross property additions (428,220) - (428,069) (151) - - Sales of property 3,319 - 3,319 - - - Other (16,468) 238,924 (23,433) - - (231,959) - ---------------------------------------------------------------------------------------------------------------------------------- NET CASH USED FOR INVESTING ACTIVITIES (441,369) 238,924 (448,183) (151) - (231,959) - ---------------------------------------------------------------------------------------------------------------------------------- FINANCING ACTIVITIES: Proceeds- Preferred securities 225,000 - - - - 225,000 First mortgage bonds 10,000 - 10,000 - - Other long-term debt 112,825 (232,803) 344,784 844 - - Retirements- Preferred securities (179,148) - (179,148) - - - First mortgage bonds (210,860) - (210,860) - - - Other long-term debt (119,665) - (119,665) - - - Interim obligations, net 30,166 - 30,166 - - - Special deposits-redemption funds (44,454) - (44,454) - - - Capital distribution to parent company (250,000) - (250,000) - - - Payment of common stock dividends (475,500) - (475,500) - - - Payment of preferred stock dividends (46,911) - (46,911) - - - Miscellaneous (10,646) (6,121) (10,646) (838) - 6,959 - ---------------------------------------------------------------------------------------------------------------------------------- NET CASH PROVIDED FROM (USED FOR) FINANCING ACTIVITIES (959,193) (238,924) (952,234) 6 - 231,959 - ---------------------------------------------------------------------------------------------------------------------------------- NET CHANGE IN CASH AND CASH EQUIVALENTS (13,574) - (13,575) 1 - - CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR 28,930 - 28,888 42 - - - ---------------------------------------------------------------------------------------------------------------------------------- CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR $ 15,356 $ - $15,313 $ 43 $ - $ - ==================================================================================================================================
A-28
GEORGIA AND SUBSIDIARY COMPANIES CONSOLIDATING BALANCE SHEET DECEMBER 31, 1996 (in thousands) GEORGIA GEORGIA GEORGIA GEORGIA CONSOLIDATED ELIMINATIONS CORPORATE PIEDMONT CAPITAL TRUST I - ---------------------------------------------------------------------------------------------------------------------------------- UTILITY PLANT $10,353,916 $ - $10,334,738 $19,178 $ - $ - - ---------------------------------------------------------------------------------------------------------------------------------- OTHER PROPERTY AND INVESTMENTS 259,997 (367,056) 289,739 (B) 2,255 103,100 231,959 - ---------------------------------------------------------------------------------------------------------------------------------- CURRENT ASSETS: Cash and cash equivalents 15,356 - 15,313 43 - - Receivables- Customer accounts receivable 392,328 - 392,328 - - - Affiliated companies 20,095 - 20,095 - - - Other accounts receivable 159,499 (694) 159,499 - 560 134 Accumulated provisions for uncollectible accounts (4,000) - (4,000) - - - Fossil fuel stock, at average cost 117,382 - 117,382 - - - Materials and supplies, at average cost 258,820 - 258,820 - - - Prepayments 109,771 - 109,771 - - - Vacation pay deferred 39,965 - 39,965 - - - - ---------------------------------------------------------------------------------------------------------------------------------- Total 1,109,216 (694) 1,109,173 43 560 134 - ---------------------------------------------------------------------------------------------------------------------------------- DEFERRED CHARGES Deferred charges related to income taxes 818,418 - 818,418 - - - Deferred Plant Vogtle costs 170,988 - 170,988 - - - Miscellaneous 358,516 - 358,515 1 - - - ---------------------------------------------------------------------------------------------------------------------------------- Total 1,347,922 - 1,347,921 1 - - - ---------------------------------------------------------------------------------------------------------------------------------- TOTAL ASSETS $13,071,051 $(367,750) $13,081,571 $21,477 $103,660 $232,093 ==================================================================================================================================
A-29
GEORGIA AND SUBSIDIARY COMPANIES CONSOLIDATING BALANCE SHEET DECEMBER 31, 1996 (in thousands) GEORGIA GEORGIA GEORGIA GEORGIA CONSOLIDATED ELIMINATIONS CORPORATE PIEDMONT CAPITAL TRUST I - ------------------------------------------------------------------------------------------------------------------------------------ CAPITALIZATION: Common stock equity $4,154,281 $ (19,399) $4,154,281 $8,646 $ 3,660 $7,093 Preferred stock 464,611 - 464,611 - - - Subsidiary obligated mandatorily redeemable preferred securities 325,000 - - 100,000 225,000 Long-term debt 3,200,419 (347,657) 3,535,477 12,599 - - - ------------------------------------------------------------------------------------------------------------------------------------ Total 8,144,311 (367,056) 8,154,369 21,245 103,660 232,093 - ------------------------------------------------------------------------------------------------------------------------------------ CURRENT LIABILITIES: Long-term debt and preferred stock due within one year 109,650 - 109,650 - - - Notes payable to banks 207,300 - 207,300 - - - Commercial paper 223,196 - 223,196 - - - Accounts payable- Affiliated companies 66,821 - 66,821 - - - Other 263,093 - 263,093 - - - Customer deposits 64,901 - 64,901 - - - Taxes accrued 116,158 - 115,647 511 - - Interest accrued 79,936 (694) 80,630 - - - Vacation pay accrued 38,597 - 38,597 - - - Miscellaneous 114,530 - 114,530 - - - - ------------------------------------------------------------------------------------------------------------------------------------ Total 1,284,182 (694) 1,284,365 511 - - - ------------------------------------------------------------------------------------------------------------------------------------ DEFERRED CREDITS: Accumulated deferred income taxes 2,522,945 - 2,523,224 (279) - - Accumulated deferred investment tax credits 415,477 - 415,477 - - - Deferred credits related to income taxes 382,381 - 382,381 - - - Miscellaneous 321,755 - 321,755 - - - - ------------------------------------------------------------------------------------------------------------------------------------ Total 3,642,558 - 3,642,837 (279) - - - ------------------------------------------------------------------------------------------------------------------------------------ TOTAL CAPITALIZATION AND LIABILITIES $13,071,051 $(367,750) $13,081,571 $21,477 $103,660 $232,093 ====================================================================================================================================
A-30 Notes to GEORGIA's Consolidated Financial Statements (A) Includes $3,851,000 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 $26,032,000 of investments in SEGCO. A-31 PIEDMONT STATEMENT OF INCOME AND EARNINGS RETAINED IN THE BUSINESS FOR THE YEAR ENDED DECEMBER 31, 1996 (Consolidated in Parent, GEORGIA) (Unaudited) (in thousands) REVENUES: Rent $838 Other (Interest) 990 $1,828 ----- EXPENSES: Interest 628 Taxes 605 Depreciation 114 Miscellaneous 106 1,453 ----- ------- NET INCOME 375 EARNINGS RETAINED IN THE BUSINESS AT DECEMBER 31, 1995 1,016 ------- EARNINGS RETAINED IN THE BUSINESS AT DECEMBER 31, 1996 $1,391 ====== A-32 PIEDMONT STATEMENT OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 1996 (Consolidated in Parent, GEORGIA) (Unaudited) (in thousands) OPERATING ACTIVITIES: Net income $375 Deferred income taxes 21 Depreciation 114 Change in current liabilities (363) Other, net (1) $146 ------- INVESTING ACTIVITIES: Property additions (151) FINANCING ACTIVITIES: Increase in advances from parent 844 Decrease in capital contributions (838) 6 ---- ------ NET CHANGE IN CASH $ 1 ===== A-33 PIEDMONT BALANCE SHEET AT DECEMBER 31, 1996 (Consolidated in Parent, GEORGIA) (Unaudited) (in thousands) ASSETS INVESTMENTS: Plant-in-service $19,178 Non-utility property 2,255 $21,433 ------- CURRENT ASSETS: Cash 43 MISCELLANEOUS DEFERRED DEBITS 1 ------- TOTAL ASSETS $21,477 ======= CAPITALIZATION AND LIABILITIES CAPITALIZATION: Common stock, $1 par (1,000,000 shares authorized, 100,000 shares issued) $ 100 Other paid-in capital 7,155 Retained earnings 1,391 $ 8,646 ------ Long-term debt - Advances from parent company 12,599 Total capitalization 21,245 CURRENT LIABILITIES: Federal and state income taxes accrued 513 Taxes other than income taxes (2) 511 -------- -------- DEFERRED CREDITS: Accumulated deferred income taxes (279) ------- TOTAL CAPITALIZATION AND LIABILITIES $21,477 ======= A-34 GEORGIA CAPITAL STATEMENT OF INCOME FOR THE YEAR ENDED DECEMBER 31, 1996 (Consolidated in Parent, GEORGIA) (Unaudited) (in thousands) Interest Income $9,279 Less: Preferred Distributions 9,000 Other Expenses 8 NET INCOME 271 EARNINGS RETAINED IN THE BUSINESS AT DECEMBER 31, 1995 289 ------ EARNINGS RETAINED IN THE BUSINESS AT DECEMBER 31, 1996 $ 560 ====== A-35 GEORGIA CAPITAL STATEMENT OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 1996 (Consolidated in Parent, GEORGIA) (Unaudited) (in thousands) OPERATING ACTIVITIES: Net income $271 Change in current assets and current liabilities (271) NET CHANGE IN CASH $ 0 ====== A-36 GEORGIA CAPITAL BALANCE SHEET AT DECEMBER 31, 1996 (Consolidated in Parent, GEORGIA) (Unaudited) (in thousands) ASSETS INVESTMENTS $103,100 CURRENT ASSETS: Interest receivable 560 --------- TOTAL ASSETS $103,660 ========= CAPITALIZATION CAPITALIZATION: Miscellaneous paid-in capital $3,100 Retained earnings 560 ------ $ 3,660 -------- Preferred securities 100,000 -------- Total Capitalization 103,660 -------- TOTAL CAPITALIZATION $103,660 ======== A-37 GEORGIA TRUST I STATEMENT OF INCOME FOR THE YEAR ENDED DECEMBER 31, 1996 (Consolidated in Parent, GEORGIA) (Unaudited) (in thousands) Interest Income $6,142 Less: Preferred Distributions 5,958 Other Expenses 50 ------ NET INCOME 134 EARNINGS RETAINED IN THE BUSINESS AT DECEMBER 31, 1995 0 ------ EARNINGS RETAINED IN THE BUSINESS AT DECEMBER 31, 1996 $ 134 ====== A-38 GEORGIA TRUST I STATEMENT OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 1996 (Consolidated in Parent, GEORGIA) (Unaudited) (in thousands) OPERATING ACTIVITIES: Net income $ 134 Change in current assets and current liabilities (134) --------- INVESTING ACTIVITIES: Junior subordinated notes issued to parent (231,959) FINANCING ACTIVITIES: Preferred securities 225,000 Advances from parent 6,959 231,959 ---------- -------- NET CHANGE IN CASH $ 0 ======== A-39 GEORGIA TRUST I BALANCE SHEET AT DECEMBER 31, 1996 (Consolidated in Parent, GEORGIA) (Unaudited) (in thousands) ASSETS INVESTMENTS $231,959 CURRENT ASSETS: Interest receivable 134 -------- TOTAL ASSETS $232,093 ======== CAPITALIZATION CAPITALIZATION: Miscellaneous paid-in capital $6,959 Retained earnings 134 $ 7,093 -------- Preferred securities 225,000 -------- TOTAL CAPITALIZATION $232,093 ======== 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, 1996. (File No. 1-3526.) A-2 Annual Report of ALABAMA on Form 10-K for the year ended December 31, 1996. (File No. 1-3164.) A-3 Annual Report of GEORGIA on Form 10-K for the year ended December 31, 1996. (File No. 1-6468.) A-4 Annual Report of GULF on Form 10-K for the year ended December 31, 1996 (File No. 0-2429.) A-5 Annual Report of MISSISSIPPI on Form 10-K for the year ended December 31, 1996. (File No. 0-6849.) A-6 Annual Report of SAVANNAH on Form 10-K for the year ended December 31, 1996. (File No. 1-5072.) A-7 Annual Report on Form U-13-60 for SEI for the year ended December 31, 1996. 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 October 14, 1994. (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) and in Certificate of Notification, File No. 70-8191, as Exhibit A.) 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 October 25, 1993. (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) and in Form 8-K dated October 20, 1993, File No. 1-6468, as Exhibit 4(b).) B-6 By-laws of GEORGIA as amended effective July 18, 1990, and as presently in effect. (Designated in GEORGIA's Form 10-K for the year ended December 31, 1990, File No. 1-6468, as Exhibit 3.) B-7 Restated Articles of Incorporation of GULF and amendments thereto through November 8, 1993. (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 and in Form 8-K dated November 3, 1993, File No. 0-2429, as Exhibit 4.) B-8 By-laws of GULF as amended effective July 26, 1996, and as presently in effect. (Designated in Form U-1, File No. 70-8949, as Exhibit A-2(c).) 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 August 19, 1993. (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 and in Form 8-K dated August 18, 1993, File No. 0-6849, as Exhibit 4(b)-3.) B-10 By-laws of MISSISSIPPI as amended effective April 2, 1996, and as presently in effect.(Designated in Form U5S for 1995, File No. 30-222-2, as Exhibit B-10.) A-42 EXHIBITS. Exhibits (including reference to previous filings): (Continued) Exhibit Number Description of Exhibit B-11 Charter of SAVANNAH and amendments thereto through November 10, 1993. (Designated in Registration No. 33-25183 as Exhibit 4(b)-(1), in Registration No. 33-45757 as Exhibit 4(b)-(2) and in Form 8-K dated November 9, 1993, File No. 1-5072 as Exhibit 4(b).) B-12 By-laws of SAVANNAH as amended effective February 16, 1994, and as presently in effect. (Designated in SAVANNAH's Form 10-K for the year ended December 31, 1993, 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 February 20, 1995. (Designated in Form U5S for 1994, 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.) A-43 EXHIBITS. Exhibits (including reference to previous filings): (Continued) Exhibit Number Description of Exhibit B-21 Articles of Incorporation of SEI and amendments thereto. (Designated in Form U5S for 1982, File No. 30-222-2, as Exhibit A-19 and in Form U5S for 1987, File No. 30-222-2, as Exhibit B-24.) B-22 Certificate of Amendment of Articles of Incorporation of Southern Electric International, Inc. changing name to SEI. B-23 By-laws of SEI as amended to date, last amended February 20, 1997. B-24 Articles of Incorporation of MESH and amendments thereto. (Designated in Form U5S for 1995, File No. 30-222-2, as Exhibit B-23.) B-25 By-laws of MESH. (Designated in Form U5S for 1995, File No. 30-222-2, as Exhibit B-24.) B-26 Articles of Incorporation of Southern Development and amendments thereto through March 25, 1993. (Designated in Form U5S for 1985, File No. 30-222-2, as 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-27 By-laws of Southern Development. (Designated in Form U5S for 1985, File No. 30-222-2, as Exhibit B-24.) B-28 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.) B-29 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-30 Certificate of Incorporation of SERC. (Designated in Form U5S for 1993, File No. 30-222-2, as Exhibit B-30 B-31 By-laws of SERC. (Designated in Form U5S for 1993, File No. 30-222-2, as Exhibit B-31.) B-32 Certificate of Incorporation of SOUTHERN COMMUNICATIONS. (Designated in Form U5S for 1994, File No. 30-222-2, as Exhibit B-31) B-33 By-laws of SOUTHERN COMMUNICATIONS. (Designated in Form U5S for 1994, File No. 30-222-2, as Exhibit B-32) A-44 EXHIBITS. Exhibits (including reference to previous filings): (Continued) Exhibit Number Description of Exhibit B-34 Certificate of Incorporation of SEIH. (Designated in Form U5S for 1993, File No. 30-222-2, as Exhibit B-32.) B-35 By-laws of SEIH. (Designated in Form U5S for 1993, File No. 30-222-2, as Exhibit B-33.) B-36 Certificate of Incorporation of SEIH-III. (Designated in Form U5S for 1993, File No. 30-222-2, as Exhibit B-34.) B-37 By-laws of SEIH-III. (Designated in Form U5S for 1993, File No. 30-222-2, as Exhibit B-35.) B-38 Certificate of Incorporation of Southern Electric International - Europe, Inc. and amendments thereto. (Designated in Form U5S for 1995, File No.30-222-2, as Exhibit B-37.) B-39 By-laws of Southern Electric International - Europe, Inc. (Designated in Form U5S for 1995, File No. 30-222-2, as Exhibit B-38.) B-40 Certificate of Incorporation of Southern Energy North America, Inc. (Designated in Form U5S for 1993, File No. 30-222-2, as Exhibit B-38.) B-41 Certificate of Amendment of Certificate of Incorporation of Southern Electric Wholesale Generators, Inc. changing name to Southern Energy North America Inc. B-42 By-laws of Southern Energy North America, Inc. (Designated in Form U5S for 1993, File No. 30-222-2, as Exhibit B-39.) B-43 Certificate of Incorporation of SEIH-VIII. (Designated in Form U5S for 1994, File No. 30-222-2, as Exhibit B-41) B-44 By-laws of SEIH-VIII. (Designated in Form U5S for 1994, File No. 30-222-2, as Exhibit B-42) B-45 Certificate of Incorporation of Southern Electric International Trinidad, Inc. and amendments thereto. (Designated in Form U5S for 1995, File No. 30-222-2, as Exhibit B-43.) B-46 By-laws of Southern Electric International Trinidad, Inc. (Designated in Form U5S for 1995, File No. 30-222-2, as Exhibit B-44.) B-47 Certificate of Incorporation of SEIH-X. (Designated in Form U5S for 1994, File No. 30-222-2, as Exhibit B-45) B-48 By-laws of SEIH-X. (Designated in Form U5S for 1994, File No. 30-222-2, as Exhibit B-46) A-45 EXHIBITS. Exhibits (including reference to previous filings): (Continued) Exhibit Number Description of Exhibit B-49 Certificate of Incorporation of SEIH-XI. (Designated in Form U5S for 1994, File No. 30-222-2, as Exhibit B-47) B-50 By-laws of SEIH-XI. (Designated in Form U5S for 1994, File No. 30-222-2, as Exhibit B-48) B-51 Articles of Organization of MESCO and amendments thereto. (Designated in Form U5S for 1995, File No. 30-222-2, as Exhibit B-49.) B-52 Operating Agreement of MESCO. (Designated in Form U5S for 1995, File No. 30-222-2, as Exhibit B-50.) B-53 Certificate of Incorporation of Southern Electric, Inc. (Designated in Form U5S for 1994, File No. 30-222-2, as Exhibit B-51) B-54 By-laws of Southern Electric, Inc. (Designated in Form U5S for 1994, File No. 30-222-2, as Exhibit B-52) B-55 Certificate of Incorporation of GEORGIA POWER HOLDINGS. (Designated in Form U5S for 1994, File No. 30-222-2, as Exhibit B-53) B-56 By-laws of GEORGIA POWER HOLDINGS. (Designated in Form U5S for 1994, File No. 30-222-2, as Exhibit B-54) B-57 Certificate of Limited Partnership of GEORGIA CAPITAL. (Designated in Form U5S for 1994, File No. 30-222-2, as Exhibit B-55) B-58 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-59 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-60 Certificate of Incorporation of Southern Energy International, Inc. (Designated in Form U5S for 1995, File No. 30-222-2, as Exhibit B-58.) B-61 Certificate of Amendment of Certificate of Incorporation of SEI Newco 1 changing name to Southern Energy International, Inc. B-62 By-laws of Southern Energy International, Inc. B-63 Certificate of Incorporation of Southern Energy - Newco 2, Inc. (Designated in Form U5S for 1995, File No. 30-222-2, as Exhibit B-60.) B-64 Certificates of Amendment of Certificate of Incorporation of SEI Newco 2 changing name to Southern Energy - Newco 2, Inc. A-46 EXHIBITS. Exhibits (including reference to previous filings): (Continued) Exhibit Number Description of Exhibit B-65 By-laws of Southern Energy - Newco 2, Inc. B-66 By-Laws of Southern Energy Finance Company, Inc B-67 Certificate of Incorporation of EPZ Lease, Inc. B-68 By-laws of EPZ Lease, Inc. B-69 Certificate of Formation of EPZ Lease, L.L.C. B-70 Certificate of Formation of EPZ Lease Holding A, L.L.C. B-71 Articles of Organization of EPZ Lease Holding A, L.L.C. B-72 Certificate of Formation of EPZ Lease Holding B, L.L.C. B-73 Articles of Organization of EPZ Lease Holding B, L.L.C. B-74 Certificate of Formation of EPZ Lease Holding C, L.L.C. B-75 Articles of Organization of EPZ Lease Holding C, L.L.C. C-1 Indenture dated as of January 1, 1942, between ALABAMA and The Chase Manhattan Bank (formerly Chemical Bank), as Trustee, and indentures supplemental thereto through that dated as of 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.) A-47 EXHIBITS. Exhibits (including reference to previous filings): (Continued) Exhibit Number Description of Exhibit C-2 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-3 Indenture dated as of June 1, 1994, between GEORGIA and Trust Company Bank, as Trustee and indenture supplemental thereto dated December 15, 1994. (Designated in Certificate of Notification, File No. 70-8461 as Exhibits E and F.) A-48 EXHIBITS. Exhibits (including reference to previous filings): (Continued) Exhibit Number Description of Exhibit C-4 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-5 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-6 Indenture dated as of March 1, 1945, between SAVANNAH and Bank of New York, 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.) 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 31 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.) D-2 Amendments 32 through 42 to Income Tax Allocation Agreement. 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 and in Form U5S for 1995, File No. 30-222-2, as Exhibit E-2.) G-1 ALABAMA's Financial Data Schedule. (Designated in Form 8-K dated February 12, 1997, File No. 1-3164, as Exhibit 27.) G-2 GEORGIA's Financial Data Schedule. (Designated in Form 8-K dated February 12, 1997, File No. 1-6468, as Exhibit 27.) G-3 GULF's Financial Data Schedule. (Designated in Form 8-K dated February 12, 1997, File No. 0-2429, as Exhibit 27.) G-4 MISSISSIPPI's Financial Data Schedule. (Designated in Form 8-K dated February 12, 1997, File No. 0-6849, as Exhibit 27.) G-5 SAVANNAH's Financial Data Schedule. (Designated in Form 8-K dated February 12, 1997, File No. 1-5072, as Exhibit 27.) G-6 SOUTHERN system's consolidated Financial Data Schedule. (Designated in Form 8-K dated February 12, 1997, File No. 1-3526, as Exhibit 27.) H Organizational chart. A-50 EXHIBITS. Exhibits (including reference to previous filings): (Continued) Exhibit Number Description of Exhibit I 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-51 EX-99 2 [DESCRIPTION] EXHIBIT A-7 MODIFIED Form U-13-60 ANNUAL REPORT For The Period Beginning January 1, 1996 and Ending December 31, 1996 To The U.S. SECURITIES AND EXCHANGE COMMISSION Of SOUTHERN ENERGY, INC. (Exact Name of Reporting Company) A Subsidiary Company Date of Incorporation July 29, 1981. If not incorporated Date of Organization______________ State or Sovereign Power under which Incorporated or Organized State of Delaware Location of Principal Executive Offices of Reporting Company 900 Ashwood Parkway, Suite 500 Atlanta, GA 30338 Report filed pursuant to File Number 70-6599 Name, title, and address of officer to whom correspondence concerning this report should be addressed: James A. Ward V. President & Controller 900 Ashwood Parkway, Suite 500 (Name) (Title) (Address) Name of Principal Holding Company under which Reporting Company is Organized: THE SOUTHERN COMPANY 1 INSTRUCTIONS FOR THE USE OF MODIFIED FORM U-13-60 1. Time of Filing - - Annual Report essentially in the form of U-13-60 shall be filed appended to Form U5S, Annual Report of the Parent and Associate Companies Pursuant to the Public Utility Holding Company Act of 1935. Form U5S is required to be filed by May 1. 2. Number of Copies - - Each annual report shall be filed in duplicate. The company should prepare and retain at least one extra copy for itself in case correspondence with reference to the report becomes necessary. 3. Definitions - - Definitions contained in Instruction 01-8 to the Uniform System of Accounts for Mutual Service Companies and Subsidiary Service Companies, Public Utility Holding Company Act of 1935, as amended February 2, 1979 shall be applicable to words or terms used specifically within the modified Form U-13-60. 4. Organization Chart - - The company shall submit with each annual report a copy of its current organization chart.
2 _____________________________________________________________________________________________________ LISTING OF SCHEDULES AND ANALYSIS OF ACCOUNTS _____________________________________________________________________________________________________ Description of Schedules and Accounts Schedule or Page Account Number Number _____________________________________________________________________________________________________ COMPARATIVE BALANCE SHEET Schedule I 3-4 COMPANY PROPERTY Schedule II 5 ACCUMULATED PROVISIONS FOR DEPRECIATION AND AMORTIZATION OF COMPANY PROPERTY Schedule III 6 INVESTMENTS Schedule IV 7 ACCOUNTS RECEIVABLE FROM ASSOCIATE COMPANIES Schedule V 8 MISCELLANEOUS DEFERRED DEBITS Schedule IX 9 PROPRIETARY CAPITAL Schedule XI 10 LONG TERM DEBT Schedule XII 11 CURRENT AND ACCRUED LIABILITIES Schedule XIII 12 NOTES TO FINANCIAL STATEMENTS Schedule XIV 13 COMPARATIVE INCOME STATEMENT Schedule XV 14 ANALYSIS OF BILLING-ASSOCIATE COMPANIES Account 457 15 ANALYSIS OF BILLING-NONASSOCIATE COMPANIES Account 458 16 SCHEDULE OF EXPENSE BY DEPARTMENT OR FUNCTION Schedule XVII 17-18 DEPARTMENTAL ANALYSIS OF SALARIES Account 920 19 DISPOSITION OF INTELLECTUAL PROPERTY Account 928 20 MISCELLANEOUS GENERAL EXPENSES Account 930.2 21 TAXES OTHER THAN INCOME TAXES Account 408 22 DONATIONS Account 426.1 23 OTHER DEDUCTIONS Account 426.5 24 NOTES TO STATEMENT OF INCOME Schedule XVIII 25 OUTSIDE SERVICES EMPLOYED Schedule XIX 26 ORGANIZATION CHART 27-28 _____________________________________________________________________________________________________
3 ANNUAL REPORT OF SOUTHERN ENERGY, INC. _____________________________________________________________________________________________________ SCHEDULE 1 - COMPARATIVE BALANCE SHEET Give balance sheet of the Company as of December 31 of the current and prior year. (Note: Amounts are in thousands of dollars) _____________________________________________________________________________________________________ ACCOUNT ASSETS AND OTHER DEBITS AS OF DECEMBER 31 _____________________________________________________________________________________________________ CURRENT PRIOR ----------- --------- COMPANY PROPERTY 101 Company Property (Schedule II) 8,742 8,815 107 Construction work in progress (Schedule II) - - ----------- ---------- Total Property 8,742 8,815 ----------- ---------- 108 Less accumulated provision for depreciation and amortization of company property (Schedule III) (4,465) (4,572) ----------- ---------- Net Company Property 4,277 4,243 ----------- ---------- INVESTMENTS 123 Investments in associate companies - - 124 Other Investments (Schedule IV) 626 665 ----------- ---------- Total Investments 626 665 ----------- ---------- CURRENT AND ACCRUED ASSETS 131 Cash 7,558 21,798 134 Special deposits 594 1,144 135 Working funds 108 35 136 Temporary cash investments (Schedule IV) - - 141 Notes Receivable 75 35 143 Accounts Receivable 14,255 8,288 144 Accumulated provision for uncollectable accounts (288) (283) 146 Accounts receivable from associate companies (Schedule V) 27,837 26,122 152 Fuel stock expenses undistributed - - 154 Materials and supplies - - 163 Stores expenses undistributed - - 165 Prepayments 235 328 174 Miscellaneous current and accrued assets 6,773 2,319 ----------- ---------- Total Current and Accrued Assets 57,147 59,786 ----------- ---------- DEFERRED DEBITS 181 Unamortized debt expense - - 184 Clearing accounts - - 186 Miscellaneous deferred debits (Schedule IX) (143) 109 188 Research, development, or demonstration expenditures - - 190 Accumulated deferred income taxes 26,930 14,055 ----------- --------- Total Deferred Debits 26,787 14,164 ----------- ---------- ----------- ---------- TOTAL ASSETS AND OTHER DEBITS 88,837 78,858 ___________________________________________________________________________________________________________
4 ANNUAL REPORT OF SOUTHERN ENERGY, INC. ____________________________________________________________________________________________________________ SCHEDULE I - COMPARATIVE BALANCE SHEET ____________________________________________________________________________________________________________ ACCOUNT LIABILITIES AND PROPRIETARY CAPITAL AS OF DECEMBER 31 ____________________________________________________________________________________________________________ CURRENT PRIOR _______________ ____________ PROPRIETARY CAPITAL ------------------ 201 Common stock issued (Schedule XI) 100 100 211 Miscellaneous paid-in capital (Schedule XI) 130,799 101,932 215 Appropriated retained earnings (Schedule XI) - - 216 Unappropriated retained earnings (Schedule XI) (128,478) (101,919) --------------- ------------- Total Proprietary Capital 2,421 113 --------------- ------------- LONG TERM DEBT -------------- 223 Advances from associate companies (Schedule XII) - - 224 Other long-term debt (Schedule XII) - - 225 Unamortized premium on long-term debt - - 226 Unamortized discount on long-term debt-debit - - -------------- -------------- Total long-term debt - - -------------- -------------- CURRENT AND ACCRUED LIABILITIES ------------------------------- 231 Notes Payable - - 232 Accounts payable 9,029 13,387 233 Notes payable to associate companies (Schedule XIII) - - 234 Accounts payable to associate companies (Schedule XIII) 22,519 6,811 236 Taxes accrued 156 190 237 Interest accrued - - 238 Dividends declared - - 241 Tax collections payable 7 4 242 Miscellaneous current and accrued liabilities (Schedule XIII) 54,201 56,962 -------------- -------------- Total current and accrued liabilities 85,912 77,354 -------------- -------------- DEFERRED CREDITS ---------------- 253 Other deferred credits 504 1,391 255 Accumulated deferred investment tax credits - - -------------- -------------- Total Deferred Credits 504 1,391 -------------- -------------- 282 ACCUMULATED DEFERRED INCOME TAXES - - --------------------------------- -------------- -------------- TOTAL LIABILITIES AND PROPRIETARY CAPITAL 88,837 78,858 _____________________________________________________________________________________________________________
5 ANNUAL REPORT OF SOUTHERN ENERGY , INC. For the Year Ended December 31, 1996 ______________________________________________________________________________________________________________________________ SCHEDULE II - COMPANY PROPERTY ______________________________________________________________________________________________________________________________ START OF YEAR RETIRED OR OTHER END OF YEAR DESCRIPTION BALANCE ADDITION SOLD CHANGES BALANCE ______________________________________________________________________________________________________________________________ COMPANY PROPERTY Account 301 ORGANIZATION 9 - - (2) 7 303 MISCELLANEOUS INTANGIBLE PLANT 1,568 - 773 - 795 304 LAND AND LAND RIGHTS - - - - - 305 STRUCTURES AND IMPROVEMENTS - - - - - 306 LEASEHOLD IMPROVEMENTS 1/ 858 51 - - 909 307 EQUIPMENT 1/ , 2/ 4,391 1,859 661 (610) 4,979 308 OFFICE FURNITURE AND EQUIPMENT 1,840 227 - (151) 1,916 1/ 309 AUTOMOBILES, OTHER VEHICLES AND RELATED GARAGE EQUIPMENT 149 26 39 - 136 310 AIRCRAFT AND AIRPORT EQUIPMENT - - - - - 311 OTHER COMPANY PROPERTY 3/ - - - - - ________________________________________________________________________ SUB-TOTAL 8,815 2,163 1,473 (763) 8,742 ________________________________________________________________________ 107 CONSTRUCTION WORK IN PROGRESS 4/ - - - - - . ________________________________________________________________________ TOTAL 8,815 2,163 1,473 (763) 8,742 ________________________________________________________________________ 1/ PROVIDE AN EXPLANATION OF THOSE CHANGES CONSIDERED MATERIAL: Purchase of computer hardware: $ 1,118 Purchase of File Servers (SETMI) 579 Purchase of Software Licenses: 161 Purchase of office furniture: 227 Retirement of computer equipment and software: 1,434 Transfer to Southern Energy Trading & Marketing 761 (Equipment $610 & Furniture $151) 2/ SUBACCOUNTS ARE REQUIRED FOR EACH CLASS OF EQUIPMENT OWNED. THE COMPANY SHALL PROVIDE A LISTING BY SUBACCOUNT OF EQUIPMENT ADDITIONS DURING THE YEAR AND THE BALANCE AT THE CLOSE OF THE YEAR: _______________________________________________________________________________________________________________________________ SUBACCOUNT DESCRIPTION ADDITIONS BALANCE AT CLOSE OF YEAR _______________________________________________________________________________________________________________________________ Computer Software - 795 Computer Hardware 1,858 4,979 _______________________________________________________________________________________________________________________________ 3/ DESCRIBE OTHER COMPANY PROPERTY: Not Applicable 4/ DESCRIBE CONSTRUCTION WORK IN PROGRESS: Not Applicable
6 ANNUAL REPORT OF SOUTHERN ENERGY , INC. For the Year Ended December 31, 1996 ACCUMULATED PROVISION FOR DEPRECIATION AND AMORTIZATION OF COMPANY PROPERTY __________________________________________________________________________________________________________________________________ CHARGED OTHER TO CHANGES START OF ACCOUNT ADD (DEDUCT) END OF YEAR YEAR 403 /2 RETIREMENTS BALANCE DESCRIPTION BALANCE __________________________________________________________________________________________________________________________________ COMPANY PROPERTY Account 301 ORGANIZATION - - - - - 303 MISCELLANEOUS INTANGIBLE PLANT 1,209 114 773 - 550 304 LAND AND LAND RIGHTS - - - - - 305 STRUCTURES AND IMPROVEMENTS - - - - - 306 LEASEHOLD IMPROVEMENTS 235 161 - - 396 307 EQUIPMENT 2,534 778 661 110 2,761 308 OFFICE FURNITURE AND FIXTURES 498 154 - (2) 650 309 AUTOMOBILES, OTHER VEHICLES AND RELATED GARAGE EQUIPMENT 96 28 16 - 108 310 AIRCRAFT AND AIRPORT EQUIPMENT - - - - - 311 OTHER COMPANY PROPERTY - - - - - --------- ---------- ----------- ---------- ---------- TOTAL 4,572 1,235 1,450 108 4,465 __________________________________________________________________________________________________________________________________ 1/ PROVIDE AN EXPLANATION OF THOSE CHANGES CONSIDERED MATERIAL: Retirement of computer equipment and software: $1,434 2/ Depreciation expense of $11, included on Schedule XV is related to Vienna and is charged to Southern Energy's depreciation expense but instead of accumulated depreciation, it is charged directly against the asset account balance.
7 ANNUAL REPORT OF SOUTHERN ENERGY, INC. For the Year Ended December 31, 1996 _____________________________________________________________________________________________________ SCHEDULE IV - INVESTMENTS _____________________________________________________________________________________________________ _____________________________________________________________________________________________________ INSTRUCTIONS: Complete the following schedule concerning investments. Under account 124, "Other Investments", state each investment separately, with description, including the name of issuing company, number of shares or principal amount, etc. _____________________________________________________________________________________________________ BALANCE AT BEGINNING OF BALANCE AT CLOSE DESCRIPTION YEAR OF YEAR _______________________________________________________________________________________________________ ACCOUNT 124 - OTHER INVESTMENT Investment in Mobile Energy Services Co. , LLC 665 626 -------------------- -------------------- TOTAL 665 626 ______________________________________________________________________________________________________
8 ANNUAL REPORT OF SOUTHERN ENERGY, INC. For the Year Ended December 31, 1996 ____________________________________________________________________________________________________________________ SCHEDULE V - ACCOUNTS RECEIVABLE FROM ASSOCIATE COMPANIES ____________________________________________________________________________________________________________________ ____________________________________________________________________________________________________________________ INSTRUCTIONS: Complete the following schedule listing accounts receivable from each associate company. Where the company has provided accommodation or convenience payments for associate companies, a separate listing of total payments for each associate by subaccount should be provided. ______________________________________________________________________________________________________________________ BALANCE AT BEGINNING OF BALANCE AT DESCRIPTION YEAR CLOSE OF YEAR ______________________________________________________________________________________________________________________ ACCOUNT 146 - ACCOUNTS RECEIVABLE FROM ASSOCIATE COMPANIES: Joint Venture - - Alabama Power Co. 3 99 Georgia Power Co. - 1 Southern Company Services 611 516 The Southern Co. 8,000 - Southern Energy North America, Inc. - 26 SEI Birchwood, Inc. - 338 SEI Holdings, Inc. 38 14 Associadios 10 17 Southern Energy-Newco2, Inc. 113 555 Electricidad 10 15 Hidroelectric Alicura, S.A. - 216 Mobile Energy Services Company (MESCO) 6,007 419 Mobile Energy Services Holding (MESH) 21 522 Southern Energy Trading and Marketing, Inc. 591 4,076 Edelnor 1,566 1,518 SEI Chile S.A. 60 - Southern Electric International Trinidad, Inc. 660 338 Birchwood Power Partners 1,344 11,455 SEI Hawaii Cogenerators 49 818 Southern Electric, Inc. 3 3 Southern Electric Holdings X 8 - Southern Electric Holdings VIII 29 - Electrica SEI Chile Limitada 498 503 Inversiones SEI Chile Limitada 306 310 Southern Investments Holding UK 124 - Southern Investments UK plc 10 1,843 South Western Electricity plc 506 361 Southern Electric Bahamas Holding, Ltd. 1,265 481 Beteiligungs GmbH 141 595 Southern Electric Europe, Inc. 4,149 795 SEI Europe, Limited - 1,682 Greenhost, Inc. - 220 Southern Electric Bahamas Limited - 101 ------------- ----------------------------------------- TOTAL 26,122 27,837 ______________________________________________________________________________________________________________________ ______________________________________________________________________________________________________________________ ANALYSIS OF CONVENIENCE OR ACCOMMODATION PAYMENTS: TOTAL PAYMENTS ------------------------------------ Not Applicable - ------------------------------------ TOTAL PAYMENTS - ______________________________________________________________________________________________________________________
9 ANNUAL REPORT OF SOUTHERN ENERGY , INC. For the year Ended December 31, 1996 ___________________________________________________________________________________________________ SCHEDULE IX - MISCELLANEOUS DEFERRED DEBITS ___________________________________________________________________________________________________ ___________________________________________________________________________________________________ INSTRUCTION: Provide detail of items in this account. Items less than $10,000 may be grouped by class showing the number of items in each class. ___________________________________________________________________________________________________ BALANCE AT BEGINNING OF DESCRIPTION YEAR BALANCE AT CLOSE OF YEAR ___________________________________________________________________________________________________ ACCOUNT 186 - MISCELLANEOUS DEFERRED DEBITS 1\ 109 (143) ------------------- ------------------- TOTAL 109 (143) ___________________________________________________________________________________________________ 1\ Miscellaneous Deferred Debits: $ (143) for Income Tax Advances, "VAT" credit, & Withholdings (Operadora).
10 ANNUAL REPORT OF SOUTHERN ENERGY, INC. For the Year Ended December 31, 1996 _______________________________________________________________________________________________________________________________ SCHEDULE XI PROPRIETARY CAPITAL _______________________________________________________________________________________________________________________________ _______________________________________________________________________________________________________________________________ NUMBER OF SHARES PAR OR STATED ACCOUNT NUMBER CLASS OF STOCK AUTHORIZED VALUE PER SHARE OUTSTANDING CLOSE OF PERIOD NO. OF SHARES TOTAL AMOUNT 201 COMMON STOCK ISSUED 1,000 $100 1,000 100 _______________________________________________________________________________________________________________________________ _______________________________________________________________________________________________________________________________ INSTRUCTIONS: Classify amounts in each account with brief explanation, disclosing the general nature of transactions which give rise to the reported amounts. _______________________________________________________________________________________________________________________________ D E S C R I P T I O N AMOUNT _______________________________________________________________________________________________________________________________ ACCOUNT 211 MISC. PAID IN CAPITAL 130,799 ACCOUNT 215 APPROPRIATED RETAINED EARNINGS TOTAL 129,899 _______________________________________________________________________________________________________________________________ BALANCE AT BEGINNING OF YEAR NET INCOME OR BALANCE AT CLOSE OF D E S C R I P T I O N (LOSS) 1/ DIVIDENDS PAID YEAR _______________________________________________________________________________________________________________________________ ACCOUNT 216 UNAPPROPRIATED RETAINED EARNINGS (101,919) (26,559) - (128,478) __________________________________________________________________ TOTAL (101,919) (26,559) - (128,478) _______________________________________________________________________________________________________________________________ 1/ The actual net income from operations was ($26,562). Also, a currency translation adjustment of $3 was reflected in the Net Income / (Loss), which is not income but a contra equity account.
11 ANNUAL REPORT OF SOUTHERN ENERGY, INC. For the Year Ended December 31, 1996 __________________________________________________________________________________________________________________________________ SCHEDULE XII LONG-TERM DEBT __________________________________________________________________________________________________________________________________ __________________________________________________________________________________________________________________________________ INSTRUCTIONS: Advances from parent and associate companies should be reported separately for advances on notes, and advances on open accounts. Names of associate companies from which advances were received shall be shown under the class and series of obligation column. For Account 224 - Other Long Term Debt provide the name of creditor company or organization, terms of the obligation, date of maturity, interest rate, and the amount authorized and outstanding. __________________________________________________________________________________________________________________________________ N A M E O F C R E D I T O R BALANCE TERMS OF OBLIG BALANCE AT AT CLASS & SERIES DATE OF INTEREST AMOUNT BEGINNING (1) CLOSE OF OF OBLIGATION MATURITY RATE AUTHORIZED OF YEAR ADDITIONS DEDUCTIONS YEAR ___________________________________________________________________________________________________________________________________ ACCOUNT 223 - ADVANCES FROM PARENT AND ASSOCIATE COMPANIES: - - - - ACCOUNT 224 - OTHER LONG -TERM DEBT: Not Applicable __________________________________________________________________________________________ TOTAL - - - - ___________________________________________________________________________________________________________________________________ (1) GIVE AN EXPLANATION OF DEDUCTIONS:
12 ANNUAL REPORT OF SOUTHERN ENERGY, INC. For the Year Ended December 31, 1996 ______________________________________________________________________________________________________________ SCHEDULE XIII - CURRENT AND ACCRUED LIABILITIES ______________________________________________________________________________________________________________ ______________________________________________________________________________________________________________ INSTRUCTIONS: Provide balance of notes and accounts payable to each associate company. Give description and amount of miscellaneous current and accrued liabilities. Items less than $10,000 may be grouped, showing the number of items in each group. ______________________________________________________________________________________________________________ BALANCE AT BALANCE AT CLOSE OF BEGINNING OF YEAR YEAR D E S C R I P T I O N ______________________________________________________________________________________________________________ ACCOUNT 233 - NOTES PAYABLE TO ASSOCIATE COMPANIES: THE SOUTHERN COMPANY - - ____________________________________________ TOTAL - - ______________________________________________________________________________________________________________ ACCOUNT 234 - ACCOUNTS PAYABLE TO ASSOCIATE COMPANIES : Alabama Power Company 436 8 Georgia Power Company 1,127 689 Southern Company Services 674 675 Mobile Energy Services, Inc. - 1 SEI Europe, Limited - 403 Hidroelectric Alicura, S.A. 406 - Birchwood Power Partners 3,291 20,372 South Western Electricity plc 14 337 Mobile Energy Services Co., LLC 850 - SEI Birchwood 3 - SEI Holdings, Inc. - 34 Southern Enterprises 10 - ____________________________________________ TOTAL 6,811 22,519 ______________________________________________________________________________________________________________ ACCOUNT 242 - MISCELLANEOUS CURRENT AND ACCRUED LIABILITIES: Accrued Pensions 3,904 4,566 Employee Garnishments W/H - (1) Employee Flex Care 10 11 Accrued Post Retirement Medical 4,421 4,937 Accrued Bonuses - Home Office 2,930 4,246 Accrued Bonuses - Plant 138 256 Accrued Officers Incentives 677 1,653 Accrued Incentive Payable 899 699 Employee Group Insurance Premiums Withheld 13 14 Billing in Excess of Cost on Uncompleted Contracts 40,982 34,443 1/ Vacation Clearing Current/Prior Year 1,472 1,873 Loss Provision - Macon Kraft 1,477 1,477 ESP and ESOP - - MESCO Insurance / Union Dues 29 - Miscellaneous 10 27 ____________________________________________ TOTAL 56,962 54,201 ______________________________________________________________________________________________________________ 1/ Primarily represents billings relating to the Birchwood Construction project.
13 ANNUAL REPORT OF SOUTHERN ENERGY, INC. For the Year Ended December 31, 1996 __________________________________________________________________________________________________________ SCHEDULE XIV NOTES TO FINANCIAL STATEMENTS __________________________________________________________________________________________________________ __________________________________________________________________________________________________________ INSTRUCTIONS: The space below is provided for important notes regarding the financial statements or any accounts thereof. Furnish particulars as to any significant contingent assets or liabilities existing at the end of the year. Notes relating to financial statements shown elsewhere in this report may be indicated here by reference. __________________________________________________________________________________________________________ An audit was not performed on Southern Energy, Inc. as of year ending December 31, 1996. Therefore the notes to financial statements are not applicable for this filing. For notes to financial statements on years other than the current year, please refer to filings prior of December 31, 1996.
14 ANNUAL REPORT OF SOUTHERN ENERGY, INC. For the Year Ended December 31, 1996 ______________________________________________________________________________________________________________ SCHEDULE XV STATEMENT OF INCOME _____________________________________________________________________________________________________________ CURRENT YEAR PRIOR YEAR ACCOUNT D E S C R I P T I O N ______________________________________________________________________________________________________________ INCOME 457 Charges rendered to associate companies - - 458 Services rendered to non-associate companies 70,339 181,218 421 Miscellaneous income or loss 710 722 __________________________________________ Total Income 71,049 181,940 EXPENSES 920 Salaries and wages 19,921 22,682 921 Office supplies and expenses 7,715 6,612 922 Administrative expense transferred - credit (8,316) (4,317) 923 Outside services employed 73,125 157,401 924 Property insurance 317 423 925 Injuries and damages 205 303 926 Employee pensions and benefits 8,262 7,495 928 Disposition of intellectual property - - 930.1 General advertising expense 110 37 930.2 Miscellaneous general expenses 1,204 777 931 Rents 2,012 2,048 932 Maintenance of structures and equipment 1,340 13,459 403 Depreciation and amortization expense 1,246 1,107 408 Taxes other than income taxes 4,086 3,917 409 Income taxes (1,721) (6,077) 410 Provision for deferred income taxes (10,264) (1,189) 411 Provision for deferred income taxes - credit (1,837) (3,667) 411.5 Investment tax credit - - Foreign taxes 112 168 426.1 Donations 61 1,008 426.5 Other deductions 2 4 427 Interest on long-term debt 31 249 430 Interest on debt to associate companies - - 431 Other interest expense - - _________________________________________ Total Expense 97,611 202,440 _________________________________________ Net Income or (Loss) (26,562) (20,500) ______________________________________________________________________________________________________________ INSTRUCTION: Provide a schedule briefly describing types of intercompany transactions. TRANSACTIONS WITH ASSOCIATE COMPANIES SEI has agreements with Southern Company Services, Inc. and each of the system operating companies under which those companies provide the following services to SEI at cost: general engineering, design engineering, accounting and statistical, rates, budgeting, business promotion and public relations, systems and procedures, training, administrative, and financial services. In addition to these services, certain facilities of the system companies are made available to SEI and its customers. The service company and operating companies provide technical direction and management of the services provided to SEI and its customers. SEI reimburses the service company and operating companies at cost for these services.
ANNUAL REPORT OF SOUTHERN ENERGY, INC. For the Year Ended December 31, 1996 __________________________________________________________________________ ANALYSIS OF BILLINGS CHARGES FOR INTELLECTUAL PROPERTY TO ASSOCIATE COMPANIES ACCOUNT 457 - -------------------------------------------------------------------------- - -------------------------------------------------------------------------- - -------------------------------------------------------------------------- TOTAL NAME OF ASSOCIATE COMPANY AMOUNT BILLED - -------------------------------------------------------------------------- Not Applicable ______________________ TOTAL - _______________________________________________________________________________
16 ANNUAL REPORT OF SOUTHERN ENERGY, INC. For the Year Ended December 31, 1996 _______________________________________________________________________________________________________________________________ ANALYSIS OF BILLING NON-ASSOCIATE COMPANIES ACCOUNT 458 _______________________________________________________________________________________________________________________________ _______________________________________________________________________________________________________________________________ DESCRIPTION TOTAL COST EXCESS OR DEFICIENCY TOTAL AMOUNT BILLED _______________________________________________________________________________________________________________________________ Consulting & Engineering 1/ 5,127 878 6,005 Information Systems - - - Nuclear - - - Franchises & Other - - - Operations 11,425 1,509 12,934 Project Management 243 (243) - Construction 39,806 10,106 49,912 Pooled Inventory Management (PEICO) - - - Good Cents - - - _______________________________________________________________________ TOTAL 56,601 12,250 68,851 _______________________________________________________________________________________________________________________________ INSTRUCTION: Provide a brief description of the sales and services rendered by category in accordance with your sales and service contracts and list the amounts applicable per category. _______________________________________________________________________________________________________________________________ 1/ Consulting & Engineering includes Revenues and Costs relative to the Virgin Islands Storm Restoration project as a result of Hurricane Marilyn. The totals for 1996 are as follows: Costs 1,923 Excess / Efficiency 932 ------ Amount Billed 2,855
17 ANNUAL REPORT OF SOUTHERN ENERGY, INC. For the Year Ended December 31, 1996 _______________________________________________________________________________________________________________________________ SCHEDULE XVII SCHEDULE OF EXPENSE DISTRIBUTION BY DEPARTMENT OR SERVICE FUNCTION _______________________________________________________________________________________________________________________________ _______________________________________________________________________________________________________________________________ D E S C R I P T I O N OF I T E M S D E P A R T M E N T OR S E R V I C E F U N C T I O N TOTAL AMOUNT OVERHEAD SEI Operadora Asia GmbH _______________________________________________________________________________________________________________________________ 920 SALARIES AND WAGES 19,921 19,883 - 38 - 921 OFFICE SUPPLIES AND EXPENSES 7,715 7,679 - 36 - 922 ADMIN EXP TRANSFERRED - CREDIT (8,316) (8,316) - - - 923 OUTSIDE SERVICES EMPLOYED 73,125 72,851 266 8 - 924 PROPERTY INSURANCE 317 317 - - - 925 INJURIES AND DAMAGES 205 205 - - - 926 EMPLOYEE PENSIONS AND BENEFITS 8,262 8,262 - - - 928 DISPOSITION OF INTELLECTUAL PROP. - - - - - 930.1 GENERAL ADVERTISING EXPENSE 110 110 - - - 930.2 MISCELLANEOUS GENERAL EXPENSE 1,204 472 - 2 730 931 RENTS 2,012 1,616 - 396 - 932 MAINTENANCE OF STRUCTURES & EQUIP 1,340 1,340 - - - 403 DEPRECIATION & AMORTIZATION EXP 1,246 1,206 - 40 - 408 TAXES OTHER THAN INCOME TAX 4,086 4,086 - - - 409 INCOME TAXES (1,721) (1,721) - - - 410 PROVISION FOR DEFERRED INCOME TAX (10,264) (10,264) - - - 411 PROV DEFERRED INCOME TAX-CREDIT (1,837) (1,837) - - - FOREIGN TAXES 112 - 112 - - 411.5 INVESTMENT TAX CREDIT - - - - - 426.1 DONATIONS 61 61 - - - 426.5 OTHER DEDUCTIONS 2 2 - - - 427 INTEREST ON LONG TERM DEBT 31 31 - - - 430 INTEREST ON DEBT TO ASSOCIATE CO. - - - - - 431 OTHER INTEREST EXPENSE - - - - - _____________________________________________________________________________________________________________________________ INSTRUCTION: Indicate each department or service function. (See instruction 01-3 Gen'l Structure of Acc'ting Structure System System: Uniform System Account. TOTAL EXPENSES 97,611 95,983 378 520 730 _______________________________________________________________________________________________________________________________
18 ANNUAL REPORT OF SOUTHERN ENERGY, INC. For the Year Ended December 31, 1996 ____________________________________________________________________________________________________________ SCHEDULES OF EXPENSE DISTRIBUTION BY DEPARTMENT OR FUNCTION ____________________________________________________________________________________________________________ ____________________________________________________________________________________________________________ ACCOUNT NUMBER D E P A R T M E N T O R F U N C T I O N ____________________________________________________________________________________________________________ 922 923 924 925 926 928 930.1 930.2 931 932 403 408 409 410 411 411.5 426.1 426.5 427 430 431 ___________________________________________________________________________________________________________
19 ANNUAL REPORT OF SOUTHERN ENERGY, INC. For the Year Ended December 31,1996 ______________________________________________________________________________ DEPARTMENTAL ANALYSIS OF SALARIES ACCOUNT 920 ______________________________________________________________________________ NAME OF DEPARTMENT OR SERVICE FUNCTION SALARY NUMBER EXPENSE PERSONNEL ______________________________________________________________________________ Indicate each department or service function. TOTAL AMOUNT END OF YEAR ______________________________________________________________________________ SOUTHERN ENERGY, INC. 19,921 414 ______________________ TOTAL 19,921 414 ______________________________________________________________________________
20 ANNUAL REPORT OF SOUTHERN ENERGY, INC. For the Year Ended December 31,1996 _________________________________________________________________________________________________ DISPOSITION OF INTELLECTUAL PROPERTY ACCOUNT 928 _________________________________________________________________________________________________ _________________________________________________________________________________________________ INSTRUCTIONS: Provide a listing of the amount included in Account 928, "Disposition of Intellectual Property", classifying such expenses by associate company receiving compensation for Disposition of Intellectual Property. _________________________________________________________________________________________________ A S S O C I A T E C O M P A N Y AMOUNT _________________________________________________________________________________________________ Not Applicable __________________________ TOTAL - _________________________________________________________________________________________________
21 ANNUAL REPORT OF SOUTHERN ENERGY, INC. For the Year Ended December 31,1996 ______________________________________________________________________________ MISCELLANEOUS GENERAL EXPENSES ACCOUNT 930.2 ______________________________________________________________________________ ______________________________________________________________________________ INSTRUCTIONS: Provide a listing of the amount in Account 930.2, "Miscellaneous General Expenses", classifying such expenses according to their nature. Payments and expenses permitted by Section 321 (b) (2) of the Federal Election Campaign Act, as amended by Public Law 94-283 in 1976 (2 U.S.C.S. 441 (b) (2) shall be separately classified. ______________________________________________________________________________ D E S C R I P T I O N AMOUNT ______________________________________________________________________________ Dues and Memberships 51 Miscellaneous General Expense 1,051 Bad Debt Expense 102 __________________ TOTAL 1,204 ______________________________________________________________________________ 22 ANNUAL REPORT OF SOUTHERN ENERGY, INC. For the Year Ended December 31,1996 ______________________________________________________________________________ TAXES OTHER THAN INCOME TAXES ACCOUNT 408 ______________________________________________________________________________ ______________________________________________________________________________ INSTRUCTIONS: Provide an analysis of Account 408, "Taxes Other Than Income Taxes". Separate the analysis into two groups: (1) other than U.S. Government taxes, and (2) U.S. Government taxes. Specify each of the various kinds of taxes and show the amounts thereof. Provide a subtotal for each class of tax. ______________________________________________________________________________ K I N D O F T A X AMOUNT ______________________________________________________________________________ Other than U.S. Government: State Unemployment 99 Real Estate and Personal Property 62 Other State and Local Taxes and Licenses 417 Sales Tax 145 Argentina Withholding Tax expense - Chile Withholding Tax expense 1,252 Mexico Expatriate Social Security Tax - Employer - Australia Expatriate Income tax - Employer - Puerto Rico Income Tax - Employee Differential - Austria Income Tax - Employee Differential 86 Use Tax - Expatriate Taxes 349 ________________ Subtotal 2,410 ________________ U. S. Government: FICA - Employers Portion 1,644 FUTA 32 ________________ Subtotal 1,676 ________________ ________________ TOTAL 4,086 ______________________________________________________________________________
23 ANNUAL REPORT OF SOUTHERN ENERGY, INC. For the Year Ended December 31,1996 ________________________________________________________________________________________________ DONATIONS ACCOUNT 426.1 ________________________________________________________________________________________________ ________________________________________________________________________________________________ INSTRUCTIONS: Provide a listing of the amount included in Account 426.1 "Donations", classifying such expenses by its purpose. The aggregate number and amount of all items less than $3,000 may be shown in lieu of details. ________________________________________________________________________________________________ NAME OF RECIPIENT PURPOSE OF DONATION AMOUNT ________________________________________________________________________________________________ 26 Items (Less than $3,000 each) Employer Gift Matching Contributions 1 Howard University College of Medicine For University Chairman 10 Vision, Inc. Canarias Naturalez Calida Project 30 Freeport Power Company Limited Carilec Hurricane Fund 7 Alexander-Tharpe Fund Olympic Facility Campaign Pledge 7 Carter Center Corporate Partner in Jimmy Carter Winter 6 Weekend ________________ TOTAL 61 ________________________________________________________________________________________________
24 ANNUAL REPORT OF SOUTHERN ENERGY, INC. For the Year Ended December 31,1996 __________________________________________________________________________________________________ OTHER DEDUCTIONS ACCOUNT 426.5 __________________________________________________________________________________________________ __________________________________________________________________________________________________ __________________________________________________________________________________________________ INSTRUCTIONS: Provide a listing of the amount included in Account 426.5 "Other Deductions", classifying such expenses according to their nature. __________________________________________________________________________________________________ AMOUNT D E S C R I P T I O N NAME OF PAYEE BILLED __________________________________________________________________________________________________ State & Local - Penalties /Fines Puerto Rico Department of Treasury 2 Federal - Penalties / Fines - ___________________ TOTAL 2 __________________________________________________________________________________________________
25 ANNUAL REPORT OF SOUTHERN ENERGY, INC. For the Year Ended December 31,1996 _______________________________________________________________________________ SCHEDULE XVIII NOTES TO STATEMENT OF INCOME _______________________________________________________________________________ _______________________________________________________________________________ INSTRUCTIONS: The space below is provided for important notes regarding the statement of income or any account thereof. Furnish particulars as to any significant increase in services rendered or expenses incurred during the year. Notes relating to financial statements shown elsewhere in this report may be indicated here by reference. _______________________________________________________________________________ NOT APPLICABLE _______________________________________________________________________________ 26 ANNUAL REPORT OF SOUTHERN ENERGY, INC. For the Year Ended December 31,1996 _______________________________________________________________________________ SCHEDULE XIX OUTSIDE SERVICES EMPLOYED 923 _______________________________________________________________________________ _______________________________________________________________________________ INSTRUCTIONS: Provided below is a break down of outside services employed. _______________________________________________________________________________ 1996 1995 ---- ---- Legal Fees 8,377 6,231 Accounting and Audit Fees 152 582 Alabama Power Company 548 1,969 Georgia Power Company 2,932 3,334 Gulf Power Company 125 190 Mississippi Power Company 137 103 Southern Company Services 7,897 9,732 Savannah Electric Company 198 129 Southern Development & Investment Group 190 - Other Outside Companies 1\ 52,569 135,131 Joint Venture SEI/Daniel - - ____________________________ TOTAL 73,125 157,401 _______________________________________________________________________________ 1\ Detail of Other Outside Companies for 1996 is as follows: Engineering 68 Underwriter Fees 5,727 Computer consulting 30 Temporary office services 404 Consulting (non financial) 9,491 Construction subcontractors (Birchwood) 34,584 Other plant operations 4 Financial consulting 177 Operadora expenses 266 Stateline equity contract buyout 1,638 Asia expenses 8 Other 172 ------ TOTAL 52,569
27 ANNUAL REPORT OF SOUTHERN ENERGY, INC. ORGANIZATION CHART OF SOUTHERN ENERGY, INC. Tom Boren/President and CEO S. Marce Fuller / Senior Vice President, North America Division Steve Gillis / Financial Director Randy Harrison / Director Project Development Joe Pokalsky / Vice President, Energy Trading & Marketing Roger Benefield/Business Unit Manager, Stateline Dick Koch / Business Unit Manager, Mobile Tom Dorsey / Business Unit Manager, Birchwood Tom Black / Director, Operations Raymond D. Hill / Senior Vice President Corporate Services Division and Chief Financial Officer Tommy Chisholm / Vice President and Corporate Secretary Vance Booker / Vice President, Administration J.R. Harris / Vice President, External Affairs Bill Maner, III / Vice President Karl Olsoni / Vice President and Treasurer James Ward / Vice President and Controller Richard Pershing / Senior Vice President, International Division David Gallaspy / Vice President, Business Development Kim Heinz / Manager, Market Evaluation Gale Klappa / President and CEO, South Western Electricity plc Tom Allen / Manager, Economic Development Chuck Whitney / President and CEO, SEI Europe, Inc. Bill Holden / Vice President, Operations & Development Bob Richwine / Chief Consultant Bob Sears / Project Director Dave Dunbar / Manager, Consulting Services Barney Rush / Vice President, SEI Europe, Inc. Ron Leggett / Vice President, International Operations ORGANIZATION CHART OF SEI OPERADORA DE ARGENTINA, S.A. J. William Holden, III/ President of the Board Mariano F. Grondona/Secretary of the Board
ANNUAL REPORT OF SOUTHERN ENERGY, INC. For the Year Ended December 31, 1996 SIGNATURE CLAUSE Pursuant to the requirements of the Public Utility Holding Company Act of 1935 and in accordance with release numbers 22132, and order number 70-6599, dated July 17, 1981, the undersigned company has duly caused this report to be signed on its behalf by the undersigned officer thereunto duly authorized. SOUTHERN ENERGY, INC. (Name of Reporting Company By: /s/ James A. Ward (Signature of Signing Officer) James A. Ward, Controller (Printed Name and Title of Signing Officer) Date: April 28, 1997 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, 1997 By /s/ W. L. Westbrook ------------------------- W. L. Westbrook Financial Vice President, Chief Financial Officer, and Treasurer EX-99 3 EXHIBIT B-22 Exhibit B-22 CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF SOUTHERN ELECTRIC INTERNATIONAL, INC. SOUTHERN ELECTRIC INTERNATIONAL, INC., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the "Corporation") hereby certifies: FIRST: That the Board of Directors of the Corporation duly adopted the following resolution proposing and declaring advisable the amendment to the heading and Article I of the Certificate of Incorporation of the Corporation described therein: RESOLVED, That the name of the Corporation be changed from SOUTHERN ELECTRIC INTERNATIONAL, INC. to SOUTHERN ENERGY, INC., and, to effect such change, the heading and Article I of the Articles of Incorporation of the Corporation be amended, insofar as they refer to the name of the Corporation, to read SOUTHERN ENERGY, INC. in lieu of SOUTHERN ELECTRIC INTERNATIONAL, INC. SECOND: That the sole shareholder of the Corporation has given its written consent to said amendment in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware. THIRD: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Sections 242 and 228 of the General Corporation Law of the State of Delaware. IN WITNESS WHEREOF, the Corporation has caused its duly authorized officers to execute this Certificate as of this day of , 1996. SOUTHERN ELECTRIC INTERNATIONAL, INC. By: Its: Attest: Its: EX-99 4 EXHIBIT B-23 Exhibit B-23 Amended February 20, 1997 BY-LAWS OF SOUTHERN ENERGY, INC. 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 in the city of Atlanta, State of Georgia, 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 on the second Tuesday of May if not a legal holiday, and if a legal holiday, then on the secular day following, at 10:00 A.M., or at such other 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 nor more than sixty 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 chairman, the chairman of the executive committee, or 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 nor more than sixty 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 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. At all elections of directors of the corporation each stockholder having voting power shall be entitled to exercise the right of cumulative voting as provided in the certificate of incorporation. 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 three nor more than fifteen. The first board shall consist of seven directors. 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 chairman, the chairman of the executive committee, or president on two days' notice to each director, if by mail, or one day's notice if given by telegram or personal communication by telephone or otherwise; special meetings shall be called by the president or secretary in like manner and on like notice on the written request of one-third of the directors, 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. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of any such absent or disqualified member. 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. 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. The board of directors may, and upon request by the holder of the outstanding shares of the capital stock of the corporation shall, by resolution passed by a majority of the whole board in office designate at least two directors, including the chairman of the executive committee, to constitute an executive committee, to hold office from their designation until the first meeting of the board of directors following the next annual meeting of shareholders. The committee may establish rules of procedure for the conduct of its business, and the chairman of the executive committee shall act as chairman. During the intervals between meetings of the board, the executive committee shall have and may exercise all the powers of the board of directors in the management of the property and the business of the corporation (except those powers prohibited committees of the board as designated in Section 11. of this Article), and shall have power to authorize the seal of the corporation to be affixed to all instruments that may require it; and the specific authority in the by-laws for the executive committee to exercise a particular power shall not be construed as a limitation upon the authority of the committee to exercise the powers of the board in all other instances; but the board of directors may from time to time limit the exercise of such powers by the committee. Vacancies in the membership of the committee shall be filled by the board of directors; but the chairman of the executive committee may fill such vacancies pending the action of the board of directors. Section 13. Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required. COMPENSATION OF DIRECTORS Section 14. 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 15. Unless otherwise restricted by the certificate of incorporation or by-law, any director or 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 a president and a secretary. The board of directors may also choose a chairman, a chairman of the executive committee, and one or more vice-presidents and assistant secretaries. Any number of offices may be held by the same person, unless the certificate of incorporation or these by-laws otherwise provide. The chairman and the chairman of the executive committee shall be chosen from among the directors but the other officers need not be directors. Section 2. The board of directors at its first meeting after each annual meeting of stockholders shall choose the officers. 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 salary of the president of the corporation shall be fixed by the board of directors and the salaries of the other officers of the corporation shall be fixed by the president. Section 5. The officers of the corporation shall hold office until their successors are chosen and qualify. 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. CHAIRMAN OF THE EXECUTIVE COMMITTEE Section 6. The chairman of the executive committee shall be in charge of the formation of the general policies of the corporation, shall, in the absence of a chairman preside at all meetings of shareholders, shall preside at all meetings of the executive committee, and shall have and may exercise all powers and duties specified herein or incident to the position of chairman of the executive committee and such other powers and duties as may be assigned to him from time to time by the board of directors or by the executive committee. During any period for which a chairman of the executive committee has not been elected by the board of directors the powers and duties of the chairman of the executive committee specified herein shall, subject to the board of directors and the executive committee, devolve upon and be exercised by the president. THE PRESIDENT Section 7. The president shall be the chief executive officer of the corporation, shall, in the absence of a chairman or a chairman of the executive committee, preside at all meetings of the stockholders and in the absence of a chairman preside at all meetings of 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 8. He 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 CHAIRMAN Section 9. The chairman shall preside at all meetings of the stockholders and the board of directors and shall have such other duties and responsibilities as may from time to time be assigned to him by the board of directors. THE VICE-PRESIDENTS Section 10. 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 11. 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 the 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 12. 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. ARTICLE VI CERTIFICATE OF STOCK Section 1. Every holder of stock in the corporation shall be entitled to have a certificate, 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, certifying the number of shares owned by him in the corporation. Certificates may be issued for partly paid shares and in such case upon the face or back of the certificates issued to represent any such partly paid shares, the total amount of the consideration to be paid therefor, and the amount paid thereon shall be specified. If the corporation shall be authorized to issue more than one class of stock or more than one series of any class, the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualification, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate which the corporation shall issue to represent such class or series of stock, provided that, except as otherwise provided in section 202 of the General Corporation Law of Delaware, in lieu of the foregoing requirements, there may be set forth on the face or back of the certificate which the corporation shall issue to represent such class or series of stock, 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 the 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 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, 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. 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 nor less than ten days before the date of such meeting, nor more than sixty 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 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. INDEMNIFICATION AND RELATED MATTERS Section 7. 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 8. 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 9. 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 10. 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 11. 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 12. 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 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. EX-99 5 EXHIBIT B-41 Exhibit B-41 CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF SOUTHERN ELECTRIC WHOLESALE GENERATORS, INC. SOUTHERN ELECTRIC WHOLESALE GENERATORS, INC., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the "Corporation") hereby certifies: FIRST: That the Board of Directors of the Corporation duly adopted the following resolution proposing and declaring advisable the amendment to the heading and Section I of the Certificate of Incorporation of the Corporation described therein: RESOLVED: That the name of the Corporation be changed from SOUTHERN ELECTRIC WHOLESALE GENERATORS, INC. to SOUTHERN ENERGY NORTH AMERICA, INC., and, to effect such change, the heading and Section I of the Certificate of Incorporation of the Corporation be amended, insofar as they refer to the name of the Corporation, to read SOUTHERN ENERGY NORTH AMERICA, INC. in lieu of SOUTHERN ELECTRIC WHOLESALE GENERATORS, INC. SECOND: That the sole shareholder of the Corporation has given its written consent to said amendment in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware. THIRD: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Sections 242 and 228 of the General Corporation Law of the State of Delaware. IN WITNESS WHEREOF, the Corporation has caused its duly authorized officers to execute this Certificate as of this 25th day of October, 1996. SOUTHERN ELECTRIC WHOLESALE GENERATORS, INC. By: Its: Secretary Attest: Its: Assistant Secretary EX-99 6 EXHIBIT B-61 Exhibit B-61 CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF SEI NEWCO 1, INC. SEI NEWCO 1, INC., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the "Corporation") hereby certifies: FIRST: That the Board of Directors of the Corporation duly adopted a resolution proposing and declaring advisable the following amendment to the heading and Article I of the Certificate of Incorporation of the Corporation: RESOLVED, That the name of the Corporation be changed from SEI NEWCO 1, INC. to SOUTHERN ENERGY INTERNATIONAL, INC., and, to effect such change, the heading and Article I of the Articles of Incorporation of the Corporation be amended, insofar as they refer to the name of the Corporation, to read SOUTHERN ENERGY INTERNATIONAL, INC. in lieu of SEI NEWCO 1, INC. SECOND: That the sole shareholder of the Corporation has given its written consent to said amendment in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware. THIRD: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Sections 242 and 228 of the General Corporation Law of the State of Delaware. IN WITNESS WHEREOF, the Corporation has caused its duly authorized officers to execute this Certificate as of this 8th day of October, 1996. SEI NEWCO 1, INC. By: Its: President Attest: Its: Vice President EX-99 7 EXHIBIT B-62 Exhibit B-62 BY-LAWS OF SOUTHERN ENERGY INTERNATIONAL, INC. 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 places 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 meeting 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 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 any 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 seven (7). The initial board shall consist of two (2) directors. 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 directorship 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 filing 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 or 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. 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 By-Laws were duly adopted by the Board of Directors of the Corporation on October 8, 1996. Tommy Chisholm Secretary EX-99 8 EXHIBIT B-64 Exhibit B-64 CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF SEI NEWCO 2, INC. SEI NEWCO 2, INC., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the "Corporation") hereby certifies: FIRST: That the Board of Directors of the Corporation duly adopted a resolution proposing and declaring advisable the following amendment to the heading and Article I of the Certificate of Incorporation of the Corporation: RESOLVED, That the name of the Corporation be changed from SEI NEWCO 2, INC. to SOUTHERN ENERGY, INC., and, to effect such change, the heading and Article I of the Articles of Incorporation of the Corporation be amended, insofar as they refer to the name of the Corporation, to read SOUTHERN ENERGY, INC. in lieu of SEI NEWCO 2, INC. SECOND: That the sole shareholder of the Corporation has given its written consent to said amendment in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware. THIRD: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Sections 242 and 228 of the General Corporation Law of the State of Delaware. IN WITNESS WHEREOF, the Corporation has caused its duly authorized officers to execute this Certificate as of this 10th day of September, 1996. SEI NEWCO 2, INC. By: Its: Attest: Its: CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF SOUTHERN ENERGY, INC. SOUTHERN ENERGY, INC., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the "Corporation") hereby certifies: FIRST: That the Board of Directors of the Corporation duly adopted the following resolution proposing and declaring advisable the amendment to the heading and Article I of the Certificate of Incorporation of the Corporation described therein: RESOLVED, That the name of the Corporation be changed from SOUTHERN ENERGY, INC. to SOUTHERN ENERGY - NEWCO 2, INC., and, to effect such change, the heading and Article I of the Articles of Incorporation of the Corporation be amended, insofar as they refer to the name of the Corporation, to read SOUTHERN ENERGY - NEWCO 2, INC. in lieu of SOUTHERN ENERGY, INC. SECOND: That the sole shareholder of the Corporation has given its written consent to said amendment in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware. THIRD: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Sections 242 and 228 of the General Corporation Law of the State of Delaware. IN WITNESS WHEREOF, the Corporation has caused its duly authorized officers to execute this Certificate as of this 15th day of October, 1996. SOUTHERN ENERGY, INC. Attest: By: Its: Its: EX-99 9 EXHIBIT B-65 Exhibit B-65 BY-LAWS OF SOUTHERN ENERGY - NEWCO 2, INC. 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 places 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 meeting 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 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 any 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 seven (7). The initial board shall consist of two (2) directors. 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 directorship 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 filing 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 or 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. 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 By-Laws were duly adopted by the Board of Directors of the Corporation on October 15, 1996. Tommy Chisholm, Secretary EX-99 10 EXHIBIT B-66 Exhibit B-66 SOUTHERN ENERGY FINANCE COMPANY, 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 seven (7). The initial board shall consist of two (2) directors. 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 By-Laws were duly adopted by the Directors of the Corporation on , 1996. [SEAL] Secretary EX-99 11 EXHIBIT B-67 Exhibit B-67 CERTIFICATE OF INCORPORATION OF EPZ LEASE, INC. I. The name of the corporation is EPZ LEASE, INC. (the "Corporation"). II. The initial registered office of the Corporation in the State of Delaware shall be located at Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. The initial registered agent of the Corporation at such address shall be The Corporation Trust Company. III. The purpose or purposes for which the Corporation is organized shall be to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware. IV. The Corporation shall be authorized to issue One Thousand (1,000) shares of One Dollar ($1.00) par value capital stock, all of which shall be designated "Common Stock." The shares of Common Stock shall have unlimited voting rights and shall be entitled to receive all of the net assets of the Corporation upon dissolution or liquidation. V. The affairs of the Corporation shall be managed by a Board of Directors and as otherwise provided in the By-Laws of the Corporation. The initial Board of Directors of the corporation shall consist of three (3) members, whose names are Terry Turner and David Rozier, both of whom's mailing address is 900 Ashwood Parkway, Suite 500, Atlanta, Georgia 30338 and William R. Bechstein, whose mailing address is 1105 North Market Street, Suite 1300, Wilmington, Delaware 19801. VI. The Corporation shall have perpetual duration. VII. The Board of Directors of the Corporation shall have the power to adopt, amend and repeal the By-Laws of the Corporation. VIII. To the fullest extent that the General Corporation Law of Delaware, as it exists on the date hereof or as it may hereafter be amended, permits the limitation or elimination of the liability of directors, no director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of duty of care or other duty as a director. No amendment to or repeal of this Article shall apply to or have any effect on the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment or repeal. IX. The name and address of the Incorporator of the Corporation is Colin Flannery, Esquire, NationsBank Plaza, 600 Peachtree Street, N.E., Suite 5200, Atlanta, Georgia 30308-2216. ------------------------------------------ Colin Flannery, Esquire, Incorporator EX-99 12 EXHIBIT B-68 Exhibit B-68 EPZ LEASE, 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 seven (7). The initial board shall consist of two (2) directors. 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 By-Laws were duly adopted by the Directors of the Corporation on December 10, 1996. [SEAL] Secretary EX-99 13 EXHIBIT B-69 Exhibit B-69 CERTIFICATE OF FORMATION EPZ LEASE, L.L.C. A LIMITED LIABILITY COMPANY I. The name of the limited liability company is EPZ Lease, L.L.C. (the "LLC"). II. The initial registered agent of the LLC is Delaware Corporate Management, Inc., 1403 Foulk Road, Suite 102, Wilmington, Delaware, 19803. III. The mailing address of the principal place of business of the LLC is 1403 Foulk Road, Suite 102, Wilmington, Delaware, 19803. IV. The latest date on which the company will dissolve is December 31, 2050. V. The LLC shall be managed by its members. VI. A member, an agent, or an employee of the LLC is not personally liable for the debts, obligations, or liabilities of the LLC, whether arising in contract, tort, or otherwise, or for the acts or omissions of any other member, agent, or employee of the LLC. (SIGNATURES ON PAGE THAT FOLLOWS) Dated December 16, 1996 Signed, in Wilmington, Delaware by: EPZ Lease, Inc. as a member of EPZ Lease, L.L.C.: By: Name: William R. Bechstein Title: Vice President EX-99 14 EXHIBIT B-70 Exhibit B-70 CERTIFICATE OF FORMATION EPZ LEASE HOLDING A, L.L.C. A LIMITED LIABILITY COMPANY I. The name of the limited liability company is EPZ Lease Holding A, L.L.C. (the "LLC"). II. The initial registered agent of the LLC is Delaware Corporate Management, Inc., 1403 Foulk Road, Suite 102, Wilmington, Delaware, 19803. III. The mailing address of the principal place of business of the LLC is 1403 Foulk Road, Suite 102, Wilmington, Delaware, 19803. IV. The latest date on which the company will dissolve is December 31, 2050. V. The LLC shall be managed by its members. VI. A member, an agent, or an employee of the LLC is not personally liable for the debts, obligations, or liabilities of the LLC, whether arising in contract, tort, or otherwise, or for the acts or omissions of any other member, agent, or employee of the LLC. (SIGNATURES ON PAGE THAT FOLLOWS) Dated December 16, 1996 Signed, in Wilmington, Delaware by: EPZ Lease, Inc. as a member of EPZ Lease Holding A, L.L.C.: By: Name: William R. Bechstein Title: Vice President EX-99 15 EXHIBIT B-71 Exhibit B-71 ARTICLES OF ORGANIZATION OF EPZ LEASE HOLDING A, L.L.C. A LIMITED LIABILITY COMPANY I. The name of the limited liability company is EPZ Lease Holding A, L.L.C. (the "LLC"). II. The initial registered agent of the LLC is Tommy Chisholm, and his address is 270 Peachtree Street, Suite 2200, Fulton County, Atlanta, Georgia 30303. III. The mailing address of the principal place of business is 900 Ashwood Parkway, Suite 500, Atlanta, Georgia 30338. IV. The period of duration of the LLC is perpetual. V. The LLC shall have a manager. VI. A member, a manager, an agent, or an employee of the LLC is not personally liable for the debts, obligations, or liabilities of the LLC, whether arising in contract, tort, or otherwise, or for the acts or omissions of any other member, manager, agent, or employee of the LLC. (SIGNATURES ON FOLLOWING PAGE) Dated , 1996 Signed by: EPZ Lease, L.L.C. as Manager of EPZ Lease Holding A, L.L.C.: By: Name: Title: EX-99 16 EXHIBIT B-72 Exhibit B-72 CERTIFICATE OF FORMATION EPZ LEASE HOLDING B, L.L.C. A LIMITED LIABILITY COMPANY I. The name of the limited liability company is EPZ Lease Holding B, L.L.C. (the "LLC"). II. The initial registered agent of the LLC is Delaware Corporate Management, Inc., 1403 Foulk Road, Suite 102, Wilmington, Delaware, 19803. III. The mailing address of the principal place of business of the LLC is 1403 Foulk Road, Suite 102, Wilmington, Delaware, 19803. IV. The latest date on which the company will dissolve is December 31, 2050. V. The LLC shall be managed by its members. VI. A member, an agent, or an employee of the LLC is not personally liable for the debts, obligations, or liabilities of the LLC, whether arising in contract, tort, or otherwise, or for the acts or omissions of any other member, agent, or employee of the LLC. (SIGNATURES ON PAGE THAT FOLLOWS) Dated December 16, 1996 Signed, in Wilmington, Delaware by: EPZ Lease, Inc. as a member of EPZ Lease Holding B, L.L.C.: By: Name: William R. Bechstein Title: Vice President EX-99 17 EXHIBIT B-73 Exhibit B-73 ARTICLES OF ORGANIZATION OF EPZ LEASE HOLDING B, L.L.C. A LIMITED LIABILITY COMPANY I. The name of the limited liability company is EPZ Lease Holding B, L.L.C. (the "LLC"). II. The initial registered agent of the LLC is Tommy Chisholm, and his address is 270 Peachtree Street, Suite 2200, Fulton County, Atlanta, Georgia 30303. III. The mailing address of the principal place of business is 900 Ashwood Parkway, Suite 500, Atlanta, Georgia 30338. IV. The period of duration of the LLC is perpetual. V. The LLC shall have a manager. VI. A member, a manager, an agent, or an employee of the LLC is not personally liable for the debts, obligations, or liabilities of the LLC, whether arising in contract, tort, or otherwise, or for the acts or omissions of any other member, manager, agent, or employee of the LLC. (SIGNATURES ON FOLLOWING PAGE) Dated , 1996 Signed by: EPZ Lease, L.L.C. as Manager of EPZ Lease Holding B, L.L.C.: By: Name: Title: EX-99 18 EXHIBIT B-74 Exhibit B-74 CERTIFICATE OF FORMATION EPZ LEASE HOLDING C, L.L.C. A LIMITED LIABILITY COMPANY I. The name of the limited liability company is EPZ Lease Holding C, L.L.C. (the "LLC"). II. The initial registered agent of the LLC is Delaware Corporate Management, Inc., 1403 Foulk Road, Suite 102, Wilmington, Delaware, 19803. III. The mailing address of the principal place of business of the LLC is 1403 Foulk Road, Suite 102, Wilmington, Delaware, 19803. IV. The latest date on which the company will dissolve is December 31, 2050. V. The LLC shall be managed by its members. VI. A member, an agent, or an employee of the LLC is not personally liable for the debts, obligations, or liabilities of the LLC, whether arising in contract, tort, or otherwise, or for the acts or omissions of any other member, agent, or employee of the LLC. (SIGNATURES ON PAGE THAT FOLLOWS) Dated December 16, 1996 Signed, in Wilmington, Delaware by: EPZ Lease, Inc. as a member of EPZ Lease Holding C, L.L.C.: By: Name: William R. Bechstein Title: Vice President EX-99 19 EXHIBIT B-75 Exhibit B-75 ARTICLES OF ORGANIZATION OF EPZ LEASE HOLDING C, L.L.C. A LIMITED LIABILITY COMPANY I. The name of the limited liability company is EPZ Lease Holding C, L.L.C. (the "LLC"). II. The initial registered agent of the LLC is Tommy Chisholm, and his address is 270 Peachtree Street, Suite 2200, Fulton County, Atlanta, Georgia 30303. III. The mailing address of the principal place of business is 900 Ashwood Parkway, Suite 500, Atlanta, Georgia 30338. IV. The period of duration of the LLC is perpetual. V. The LLC shall have a manager. VI. A member, a manager, an agent, or an employee of the LLC is not personally liable for the debts, obligations, or liabilities of the LLC, whether arising in contract, tort, or otherwise, or for the acts or omissions of any other member, manager, agent, or employee of the LLC. (SIGNATURES ON PAGE THAT FOLLOWS) Dated , 1996 Signed by: EPZ Lease, L.L.C. as Manager of EPZ Lease Holding C, L.L.C.: By: Name: Title: EX-99 20 EXHIBIT D-2 EXHIBIT D-2 INCOME TAX ALLOCATION AGREEMENT THIRTY-SECOND AMENDMENT Southern Energy Finance Company, Inc. was incorporated in 1996 and is wholly owned by SEI Holdings, Inc. Southern Energy Finance Company, 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 1996 and subsequent years. IN WITNESS HEREOF, this Agreement has been executed, as of the 29th day of April, 1997. ATTEST Southern Energy Finance Company, Inc. ___________________________________ BY: /s/ Tommy Chisholm Assistant Secretary INCOME TAX ALLOCATION AGREEMENT THIRTY-THIRD AMENDMENT EPZ Lease, Inc. was incorporated in 1996 and is wholly owned by Southern Energy Finance Company, Inc. EPZ Lease, 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 1996 and subsequent years. IN WITNESS HEREOF, this Agreement has been executed, as of the 29th day of April, 1997. ATTEST EPZ Lease, Inc. ___________________________________ BY: /s/ Tommy Chisholm Assistant Secretary INCOME TAX ALLOCATION AGREEMENT THIRTY-FOURTH AMENDMENT Southern Electric International Finance, Inc. was incorporated in 1996 and is wholly owned by Southern Electric International - Europe, Inc. Southern Electric International Finance, 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 1996 and subsequent years. IN WITNESS HEREOF, this Agreement has been executed, as of the 29th day of April, 1997. ATTEST Southern Electric International Finance, Inc. ___________________________________ BY: /s/ Tommy Chisholm Assistant Secretary INCOME TAX ALLOCATION AGREEMENT THIRTY-FIFTH AMENDMENT Southern Telecom Holding Company, Inc. was incorporated in 1996 and is wholly owned by The Southern Company. Southern Telecom Holding Company, 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 1996 and subsequent years. IN WITNESS HEREOF, this Agreement has been executed, as of the 29th day of April, 1997. ATTEST Southern Telecom Holding Company, Inc. ___________________________________ BY: /s/ Tommy Chisholm Assistant Secretary INCOME TAX ALLOCATION AGREEMENT THIRTY-SIXTH AMENDMENT Southern Telecom 1, Inc. was incorporated in 1996 and is wholly owned by Southern Telecom Holding Company, Inc. Southern Telecom 1, 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 1996 and subsequent years. IN WITNESS HEREOF, this Agreement has been executed, as of the 29th day of April, 1997. ATTEST Southern Telecom 1, Inc. ___________________________________ BY: /s/ Tommy Chisholm Assistant Secretary INCOME TAX ALLOCATION AGREEMENT THIRTY-SEVENTH AMENDMENT Southern Telecom 2, Inc. was incorporated in 1996 and is wholly owned by Southern Telecom Holding Company, Inc. Southern Telecom 2, 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 1996 and subsequent years. IN WITNESS HEREOF, this Agreement has been executed, as of the 29th day of April, 1997. ATTEST Southern Telecom 2, Inc. ___________________________________ BY: /s/ Tommy Chisholm Assistant Secretary INCOME TAX ALLOCATION AGREEMENT THIRTY-EIGHTH AMENDMENT Southern Information Holding Company, Inc. was incorporated in 1996 and is wholly owned by The Southern Company. Southern Information Holding Company, 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 1996 and subsequent years. IN WITNESS HEREOF, this Agreement has been executed, as of the 29th day of April, 1997. ATTEST Southern Information Holding Company, Inc. ___________________________________ BY: /s/ Tommy Chisholm Assistant Secretary INCOME TAX ALLOCATION AGREEMENT THIRTY- NINTH AMENDMENT Southern Information 1, Inc. was incorporated in 1996 and is wholly owned by Southern Information Holding Company, Inc. Southern Information 1, 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 1996 and subsequent years. IN WITNESS HEREOF, this Agreement has been executed, as of the 29th day of April, 1997. ATTEST Southern Information 1, Inc. ___________________________________ BY: /s/ Tommy Chisholm Assistant Secretary INCOME TAX ALLOCATION AGREEMENT FORTIETH AMENDMENT Southern Information 2, Inc. was incorporated in 1996 and is wholly owned by Southern Information Holding Company, Inc. Southern Information 2, 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 1996 and subsequent years. IN WITNESS HEREOF, this Agreement has been executed, as of the 29th day of April, 1997. ATTEST Southern Information 2, Inc. ___________________________________ BY: /s/ Tommy Chisholm Assistant Secretary INCOME TAX ALLOCATION AGREEMENT FORTY-FIRST AMENDMENT Southern Energy - Cajun, Inc. was incorporated in 1996 and is wholly owned by SEI Hawaiian Cogenerators, Inc. Southern Energy - Cajun, 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 1996 and subsequent years. IN WITNESS HEREOF, this Agreement has been executed, as of the 29th day of April, 1997. ATTEST Southern Energy - Cajun, Inc. ___________________________________ BY: /s/ Tommy Chisholm Assistant Secretary INCOME TAX ALLOCATION AGREEMENT FORTY- SECOND AMENDMENT SEI State Line, Inc. was incorporated in 1996 and is wholly owned by Southern Energy North America, Inc. SEI State Line, 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 1996 and subsequent years. IN WITNESS HEREOF, this Agreement has been executed, as of the 29th day of April, 1997. ATTEST SEI State Line, Inc. ___________________________________ BY: /s/ Tommy Chisholm Assistant Secretary EX-99 21 EXHIBIT H EXHIBIT H
EXHIBIT H - ORGANIZATION CHART - SOUTHERN ENERGY UMBRELLA COMPANIES (EWGs and FUCOs) SEI Holdings, Inc. (Holdings) (100% - The Southern Company) Southern Energy, Inc. (Project Development) (100% - SEI Holdings, Inc.) SEI Operadora de Argentina, S.A. (FUCO) (99.99% - Southern Energy, Inc.; .01% - SEI Holdings, Inc.) Southern Electric International Asia, Inc. (Special Purpose Subsidiary - Project Development) (100% - Southern Energy, Inc.) Southern Electric International, GmbH (Special Purpose Subsidiary - Project Development) (100% - Southern Energy, Inc.) Asociados de Electricidad, S.A. (Intermediate Subsidiary) (99.99% - SEI Holdings, Inc.; .01% - Foreign Corporation) SEI y Asociados de Argentina, S.A. (Intermediate Subsidiary) (14% - Asociados de Electricidad, S.A.; 80% - SEI Holdings, Inc.: 5% - Foreign Corporation; 1% - Domestic Company) Hidroelectrica Alicura, S.A. (FUCO) (59% - SEI y Asociados de Argentina, S.A.; 41% - Foreign Government) Southern Electric, Inc. (EWG) (100% - SEI Holdings, Inc.) Southern Energy North America, Inc. (Domestic Holdings) (100% - SEI Holdings, Inc.) Southern Energy Trading and Marketing, Inc. (Energy-Related Company) (100% - Southern Energy North America, Inc.) SEI Birchwood, Inc. (Intermediate Subsidiary) (95% - Southern Energy North America, Inc.; 5% - Southern Energy Trading and Marketing, Inc.) Birchwood Power Partners, LP (EWG) (50% - SEI Birchwood, Inc.; 50% - Domestic Corporation) Greenhost, Inc. (Special Purpose Subsidiary) (50% - SEI Birchwood, Inc.; 50% - Domestic Corporation) SEI Hawaiian Cogenerators, Inc. (Intermediate Subsidiary) (100% - Southern Energy North America, Inc.) Southern Energy-Cajun, Inc. (Intermediate Subsidiary) (100% - Southern Energy North America, Inc.) EXHIBIT H - ORGANIZATION CHART - SOUTHERN ELECTRIC UMBRELLA COMPANIES SEI Holdings, Inc. - CONTINUED Southern Energy North-America, Inc. - CONTINUED Louisiana Generating, LLC (Intermediate Subsidiary) (40% - Southern Energy-Cajun, Inc.;60% - Domestic Corporations) SEI State Line, Inc. (EWG) (100% - Southern Energy North America, Inc.) State Line Energy, L.L.C. (EWG) (100% - SEI State Line, Inc.) Southern Energy International, Inc. (Foreign Holdings) (100% - SEI Holdings, Inc.) Southern Energy Asia, Inc. (Intermediate Subsidiary) (100% - Southern Energy International, Inc.) Consolidated Electric Power Asia (Intermediate Subsidiary - with 56 subsidiaries) (3.5% - Southern Energy Asia, Inc.; 96.5% - Foreign Corporation) Southern Electric International - Europe, Inc. (Intermediate Subsidiary) (100% - Southern Energy International, Inc.) Southern Electric International - Netherlands, BV (Intermediate Subsidiary) (100% - Southern Electric International - Europe, Inc.) Zamojska Spolka Energetycnza Sp.z.o.o. (FUCO) (49% - Southern Electric International - Netherlands, BV;51% Foreign Company) Southern Electric International - Europe Limited (Special Purpose Subsidiary - Project Development) (100% - Southern Electric International - Europe, Inc.) Southern Electric International Finance, Inc. (Intermediate Subsidiary) (100% - Southern Electric International - Europe, Inc.) The Southern Company - Europe, PLC (Intermediate Subsidiary) (99.99% - Southern Electric International - Europe, Inc.; .01% SEI Holdings, Inc.) Southern Investments UK Holdings, Ltd. (Intermediate Subsidiary) (75% - Southern Electric International - Europe, Inc.; 25% Domestic Corporation) Southern Investment UK PLC (Intermediate Subsidiary) (100% - Southern Investment Holdings, Ltd.) South Western Electricity PLC (FUCO) (100% - Southern Investment UK PLC) Southern Energy-Newco2, Inc. (Intermediate Subsidiary) (100% - Southern Energy International, Inc.) EXHIBIT H - ORGANIZATION CHART - SEI UMBRELLA COMPANIES SEI Chile, SA (Intermediate Subsidiary) (100% - Southern Energy-Newco 2, Inc.) Inversiones SEI Chile Limitada (Intermediate Subsidiary) (99% - SEI Chile, SA; 1% - SEI Holdings, Inc.) Electrica SEI Chile Limitada (Intermediate Subsidiary) (99% - SEI Chile, SA; 1% - Southern Energy International, Inc.) Empressa Electrica del Norte Grande, SA (FUCO) (26.63% - Inversiones SEI Chile Limitada; 38.35% - Electrica SEI Chile Limitada; 10.67% - Foreign Government; 24.35% - Natural Persons) Sitranor, SA (Transmission Subsidiary) (60% - Empressa Electrica del Norte Grande, SA; 40% - Foreign Government) Energia del Pacifico, SA (Intermediate Subsidiary) (99.9% - SEI Chile, SA; .1% - Inversiones SEI Chile Limitada) Southern Electric Bahamas Holdings, Ltd. (Intermediate Subsidiary) (100% - Southern Energy-Newco 2, Inc.) Southern Electric Bahamas Ltd. (Intermediate Subsidiary) (100% - Southern Electric Bahamas Holdings, Ltd.) ICD Utilities, Ltd. (Intermediate Subsidiary) (25% - Southern Electric Bahamas, Ltd.;75% Foreign Company) Freeport Power Company Ltd. (FUCO) (50% - Southern Electric Bahamas Ltd.; 50% -ICD Utilities, Ltd.) Cayman Energy Traders (Intermediate Subsidiary) (100% Southern Energy-Newco2, Inc.) SEI Beteilligungs, GmbH (Intermediate Subsidiary) (100% - Southern Energy-Newco 2, Inc.) P.T. Tarahan Power Company (FUCO) (55% - SEI Beteilligungs, GmbH; 2.5% - Domestic Corporation; 42.5% - Foreign Company) Southern Electric Brasil Participacoes, Limitada (Intermediate Subsidiary) (99% - Southern Energy International, Inc.; 1% - SEI Holdings, Inc.) Southern Energy E Associados Participacoes, S.A. (Intermediate Subsidiary) (99% Southern Electric Brasil Participacoes, Limitada; 1% Southern Energy International, Inc.) Southern Electric International Trinidad, Inc. (EWG) (100% - Southern Energy International, Inc.) EXHIBIT H - ORGANIZATION CHART - SEI UMBRELLA COMPANIES SEI Holdings, Inc. - CONTINUED Southern Energy International, Inc. - CONTINUED Southern Electric International Trinidad, Inc. - CONTINUED The Power Generation Company of Trinidad & Tobago Ltd. (EWG) (39% - Southern Electric International Trinidad, Inc.; 51% - Foreign Government; 10% - Domestic Corporation) Southern Energy Finance Company, Inc. (Intermediate Subsidiary) (100% SEI Holdings, Inc.) EPZ Lease, Inc. (Intermediate Subsidiary) (100% Southern Energy Finance Company, Inc.) EPZ Lease, LLC (Intermediate Subsidiary) (99% EPZ Lease, Inc.;1% Southern Energy Finance Company, Inc.) EPZ Lease Holding A, LLC (Intermediate Subsidiary) (99% EPZ Lease, LLC; 1% EPZ Lease, Inc.) EPZ Lease Trust A (FUCO) (100% (Beneficial)EPZ Lease Holding A, LLC) EPZ Lease Holding B, LLC (Intermediate Subsidiary) (99% EPZ Lease, LLC; 1% EPZ Lease, Inc.) EPZ Lease Trust B (FUCO) (100% (Beneficial) EPZ Lease Holding B, LLC) EPZ Lease Holding C, LLC (Intermediate Subsidiary) (99% EPZ Lease, LLC; 1% EPZ Lease, Inc.) EPZ Lease Trust C (FUCO) (100% (Beneficial) EPZ Lease Holding C, LLC) Energia de Nuevo Leon, SA De CV (FUCO) (33 1/3% - The Southern Company; 33 1/3% Foreign Corporations; 33 1/3% - Foreign Government)
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