-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, oWq6DnMFVjSv0ntn2nANWec7HF4v94c+IxiwIVwp1i1aeKhkLus4eOYarBKu/6Fr g+ljNlla5Ak96+Kca3skwA== 0000950144-94-000924.txt : 19940825 0000950144-94-000924.hdr.sgml : 19940825 ACCESSION NUMBER: 0000950144-94-000924 CONFORMED SUBMISSION TYPE: U5S PUBLIC DOCUMENT COUNT: 18 CONFORMED PERIOD OF REPORT: 19931231 FILED AS OF DATE: 19940429 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SOUTHERN CO CENTRAL INDEX KEY: 0000092122 STANDARD INDUSTRIAL CLASSIFICATION: 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: 94525243 BUSINESS ADDRESS: STREET 1: 64 PERIMETER CTR EAST CITY: ATLANTA STATE: GA ZIP: 30346 BUSINESS PHONE: 4043930650 U5S 1 SOUTHERN COMPANY - FORM U5S 1 SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 ---------------- FORM U5S ANNUAL REPORT For the Fiscal Year Ended December 31, 1993 Filed pursuant to the Public Utility Holding Company Act of 1935 by THE SOUTHERN COMPANY 64 PERIMETER CENTER EAST ATLANTA, GEORGIA 30346 2 ITEMS ITEM 1. SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF DECEMBER 31, 1993.
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 2,526,348 2,526,348 Southern Electric Generating Company (SEGCO) (a) 164,000 50 29,201 29,201 Alabama Property Company (APC) 1,000 100 12,986 12,986 Columbia Fuels, Inc. (CFI) 1,000 100 1 1 Georgia Power Company (GEORGIA) 7,761,500 100 4,045,458 4,045,458 SEGCO (a) 164,000 50 29,201 29,201 Piedmont-Forrest Corporation (PFC) 100,000 100 10,116 10,116 11,197 (b) 11,197 Gulf Power Company (GULF) 992,717 100 414,196 414,196 Mississippi Power Company (MISSISSIPPI) 1,121,000 100 321,768 321,768 Savannah Electric and Power Company (SAVANNAH) 10,844,635 100 154,269 154,269 Southern Company Services, Inc. (SCS) 14,500 100 781 781 Southern Electric Inter- national, Inc. (SEI) 1,000 100 8,449 8,449
1 3 ITEM 1. SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF DECEMBER 31, 1993. (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 ------------ SEI Holdings, Inc. (SEIH) 1,000 100 184,336 184,336 SEI Holdings, III, Inc. (SEIH-III) 1,000 100 46,584 46,584 SEI Holdings, IV, Inc. (SEIH-IV) 1,000 100 20 20 Southern Electric Bahamas Holdings, Ltd. (SEBH) 1,000 100 34,581 34,581 Southern Electric Wholesale Generators, Inc. (SEWG) 500 100 (2,496) (2,496) Southern Electric Railroad Company (SERC) 5,000 100 5 5 Southern Nuclear Operating Company, Inc. (SOUTHERN NUCLEAR) 1,000 100 1,532 1,532 5,000 (c) 5,000 The Southern Development and Investment Group, Inc. (SDIG) 500 100 2,548 2,548
See Notes below. See also Item 5. 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 9.71% at January 1, 1994. (c) Unsecured notes payable due on or before December 31, 2000 at an end-of-year interest rate of 3.54%. ITEM 2. ACQUISITION OR SALES OF UTILITY ASSETS. NONE. ITEM 3. ISSUE, SALE, PLEDGE, GUARANTEE OR ASSUMPTION OF SYSTEM SECURITIES. See Schedule IX, "Short-Term Borrowings", found on pages S-53 through S-58 of the SOUTHERN system's combined Form 10-K Annual Report for 1993, incorporated by reference herein for information relating to short-term indebtedness of the respective companies. 2 4 ITEM 4. ACQUISITION, REDEMPTION, OR RETIREMENT OF SYSTEM SECURITIES. CALENDAR YEAR 1993
Number of Shares Name of Company or Principal Amount Indicate Name of Issuer and Acquiring, Redeeming ------------------------------------- Commission Title of Issue or Retiring Securities Acquired Redeemed Retired Consideration Authorization ------------------ ---------------------- -------- -------- ------- ------------- ------------- (See Note) ALABAMA: FIRST MORTGAGE BONDS-- 4 5/8% Series due 1994 ALABAMA None $ 24,105,000 $ 24,105,000 $ 24,105,000 4 7/8% Series due 1995 ALABAMA None $ 33,284,000 $ 33,284,000 $ 33,350,568 6 1/4% Series due 1996 ALABAMA None $ 29,374,000 $ 29,374,000 $ 29,606,054 6 1/2% Series due 1997 ALABAMA None $ 28,000,000 $ 28,000,000 $ 28,252,000 7% Series due 1998 ALABAMA None $ 25,000,000 $ 25,000,000 $ 25,302,500 7 1/2% Series due 2002 ALABAMA None $ 25,500,000 $ 25,500,000 $ 26,027,850 7 3/4% Series due 2002 ALABAMA None $ 65,000,000 $ 65,000,000 $ 66,768,000 7 7/8% Series due 2002 ALABAMA None $ 98,000,000 $ 98,000,000 $100,214,800 8 1/4% Series due 2003 ALABAMA None $ 75,000,000 $ 75,000,000 $ 77,392,500 9 3/8% Series due 2016 ALABAMA None $125,000,000 $125,000,000 $133,087,500 10 5/8% Series due 2017 ALABAMA None $ 21,525,000 $ 21,525,000 $ 21,525,000 10% Series due 2018 ALABAMA None $150,000,000 $150,000,000 $160,545,000 POLLUTION CONTROL REVENUE BONDS-- 6% Series A due 2004 ALABAMA None $ 300,000 $ 300,000 $ 300,000 7.2% Series A due 2006 ALABAMA None $ 9,800,000 $ 9,800,000 $ 9,800,000 7.2% Series B due 2006 ALABAMA None $ 50,000 $ 50,000 $ 50,000 7 1/4% Series B due 2006 ALABAMA None $ 10,415,000 $ 10,415,000 $ 10,415,000 9.20% Series C due 2010 ALABAMA None $ 4,250,000 $ 4,250,000 $ 4,313,750 9 3/8% Series D due 2013 ALABAMA None $ 22,500,000 $ 22,500,000 $ 23,175,000 7.20% Series A due 2007 ALABAMA None $ 40,000,000 $ 40,000,000 $ 40,000,000 7 3/8% Series B due 2008 ALABAMA None $ 48,000,000 $ 48,000,000 $ 48,000,000 CUMULATIVE PREFERRED STOCK-- 8.04% Series ALABAMA None 200,000 200,000 $ 20,516,000 8.16% Series ALABAMA None 500,000 500,000 $ 51,160,000 8.28% Series ALABAMA None 380,000 380,000 $ 39,630,200 8.72% Series ALABAMA None 490,000 490,000 $ 50,068,200 Adjustable Rate-1988 Series ALABAMA None 2,000,000 2,000,000 $ 51,500,000 GEORGIA: FIRST MORTGAGE BONDS-- 4 5/8% Series due 1994 GEORGIA None $ 28,000,000 $ 28,000,000 $ 28,000,000 4 7/8% Series due 1995 GEORGIA None $ 36,500,000 $ 36,500,000 $ 36,580,300 5 3/4% Series due 1996 GEORGIA None $ 45,368,000 $ 45,368,000 $ 45,640,208 6 1/2% Series due 1997 GEORGIA None $ 50,000,000 $ 50,000,000 $ 50,495,000 6 5/8% Series due 1998 GEORGIA None $ 50,000,000 $ 50,000,000 $ 50,615,000 7 3/8% Series due 2001 GEORGIA None $ 49,500,000 $ 49,500,000 $ 50,504,850 7 5/8% Series due 2001 GEORGIA None $ 95,000,000 $ 95,000,000 $ 97,261,000 7 1/2% Series due 2002 GEORGIA None $ 75,000,000 $ 75,000,000 $ 76,695,000 7 1/2% Series due 2002 GEORGIA None $150,000,000 $150,000,000 $153,495,000 7 7/8% Series due 2003 GEORGIA None $115,000,000 $115,000,000 $118,243,000 10% Series due 2016 GEORGIA None $172,284,000 $172,284,000 $174,224,200
3 5 ITEM 4. ACQUISITION, REDEMPTION, OR RETIREMENT OF SYSTEM SECURITIES. (CONTINUED) CALENDAR YEAR 1993
Number of Shares Name of Company or Principal Amount Indicate Name of Issuer and Acquiring, Redeeming ----------------------------------- Commission Title of Issue or Retiring Securities Acquired Redeemed Retired Consideration Authorization ------------------ ---------------------- -------- -------- ------- ------------- ------------- (See Note) GEORGIA: (CONTINUED) 10% Series due 2016 GEORGIA None $200,000,000 $200,000,000 $212,176,120 10 3/4% Series due 2017 GEORGIA None $176,235,000 $176,235,000 $178,212,815 10 3/4% Series due 2018 GEORGIA None $ 44,935,000 $ 44,935,000 $ 44,935,000 Variable % Series due 2020 GEORGIA None $ 50,000,000 $ 50,000,000 $ 50,000,000 POLLUTION CONTROL REVENUE BONDS-- 5.95% Series due 2003 GEORGIA None $ 37,990,000 $ 37,990,000 $ 37,990,000 6 3/4% Series due 2006 GEORGIA None $ 10,000 $ 10,000 $ 10,000 6 3/4% Series due 2006 GEORGIA None $ 10,000 $ 10,000 $ 10,000 6.40% Series due 2007 GEORGIA None $ 8,385,000 $ 8,385,000 $ 8,385,000 6.40% Series due 2007 GEORGIA None $ 13,735,000 $ 13,735,000 $ 13,735,000 6 3/8% Series due 2008 GEORGIA None $ 8,800,000 $ 8,800,000 $ 8,844,000 6 3/8% Series due 2008 GEORGIA None $ 4,600,000 $ 4,600,000 $ 4,623,000 11 5/8% Series due 2014 GEORGIA None $ 11,935,000 $ 11,935,000 $ 12,740,135 12.25% Series due 2014 GEORGIA None $ 11,050,000 $ 11,050,000 $ 12,136,657 11 5/8% Series due 2014 GEORGIA None $ 1,500,000 $ 1,500,000 $ 1,649,955 12% Series due 2014 GEORGIA None $ 22,550,000 $ 22,550,000 $ 25,037,942 11 3/4% Series due 2014 GEORGIA None $ 24,900,000 $ 24,900,000 $ 27,763,749 GEORGIA PREFERRED STOCK-- Variable Rate (First Series 1984) GEORGIA None $ 50,000,000 $50,000,000 $ 50,600,000 Variable Rate (First Series 1985) GEORGIA None $ 50,000,000 $50,000,000 $ 50,600,000 Variable Rate (Second Series 1985) GEORGIA None $ 50,000,000 $50,000,000 $ 50,600,000 $2.43 Series GEORGIA None $ 45,000,000 $45,000,000 $ 47,415,000 $2.50 Series GEORGIA None $ 25,000,000 $25,000,000 $ 26,320,000 $8.76 Series GEORGIA None $ 10,000,000 $10,000,000 $ 10,405,000 $8.20 Series GEORGIA None $ 15,000,000 $15,000,000 $ 15,493,500 $5.00 Series GEORGIA $ 100 None $ 100 $ 63 $4.60 Series GEORGIA $5,400 None $ 5,400 $ 3,389 GULF FIRST MORTGAGE BONDS-- 9.20% Series due 1998 GULF None $ 3,359,411 $ 3,359,411 $ 3,359,411 7.75% Series due 1999 GULF None $ 15,000,000 $15,000,000 $ 15,000,000 7.50% Series due 2001 GULF None $ 21,000,000 $21,000,000 $ 21,000,000 7.50% Series due 2002 GULF None $ 22,000,000 $22,000,000 $ 22,000,000 7.50% Series due 2003 GULF None $ 25,000,000 $25,000,000 $ 25,000,000 9% Series due 2008 GULF None $ 2,450,000 $ 2,450,000 $ 2,450,000
4 6 ITEM 4. ACQUISITION, REDEMPTION, OR RETIREMENT OF SYSTEM SECURITIES. (CONTINUED) CALENDAR YEAR 1993
Number of Shares Name of Company or Principal Amount Indicate Name of Issuer and Acquiring, Redeeming --------------------------------------------------- Commission Title of Issue or Retiring Securities Acquired Redeemed Retired Consideration Authorization - -------------------- ---------------------- --------- -------- -------- ------------- -------------------- (See Note) GULF: (CONTINUED) POLLUTION CONTROL REVENUE BONDS-- 5.90% Series due 2003 GULF None $ 7,875,000 $ 7,875,000 $ 7,875,000 6.00% Series due 2006 GULF None $100,000 $ 100,000 $ 100,000 6.75% Series due 2006 GULF None $ 12,675,000 $ 12,675,000 $ 12,675,000 10.00% Series due 2013 GULF None $ 20,000,000 $ 20,000,000 $ 20,000,000 CUMULATIVE PREFERRED STOCK-- 8.52% Series GULF None 50,600 50,600 $ 5,060,000 8.28% Series GULF None 150,000 150,000 $ 15,000,000 CUMULATIVE PREFERRED STOCK SUBJECT TO MANDATORY REDEMPTION 11.36% Series GULF None 10,000 10,000 $ 1,000,000 MISSISSIPPI: FIRST MORTGAGE BONDS-- 7 1/8% Series due 1997 MISSISSIPPI None $ 10,000,000 $ 10,000,000 $ 10,424,800 7 5/8% Series due 2002 MISSISSIPPI None $ 25,000,000 $ 25,000,000 $ 25,548,750 7 5/8% Series due 2003 MISSISSIPPI None $ 15,000,000 $ 15,000,000 $ 15,883,800 9 1/4% Series due 2021 MISSISSIPPI None $ 1,300,000 $ 1,300,000 $ 1,354,782 POLLUTION CONTROL REVENUE BONDS-- 5.90% Series due 2003 MISSISSIPPI None $ 7,875,000 $ 7,875,000 $ 7,939,118 5.80% Series due 2007 MISSISSIPPI None $ 18,000,000 $ 18,000,000 $ 18,229,614 5.80% Series due 2007 MISSISSIPPI None $ 10,000 $ 10,000 $ 10,000 CUMULATIVE PREFERRED STOCK-- 8.44% Series MISSISSIPPI None 8,404,000 8,404,000 $ 8,944,377 8.80% Series MISSISSIPPI None 15,000,000 15,000,000 15,766,500 SAVANNAH: POLLUTION CONTROL REVENUE BONDS-- 6.25% Series due 1998 SAVANNAH None $ 4,085,000 $ 4,085,000 $ 4,085,000 CUMULATIVE PREFERRED STOCK-- 9.50% Series SAVANNAH None 800,000 800,000 $ 21,256,000
Note to Item 4: All transactions exempt pursuant to Rule 42(b)(2), (4) or (5) or authorized in File No. 70-8095 or in the respective proceedings relating to the issuance and sale of preferred stock. 5 7 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 (nine items) (1) 187,922 shares $ 50,008 ALABAMA (four items) (2) $ 937,900 $ 937,900 GEORGIA (one item) (3) $ 500,000 $ 500,000 MISSISSIPPI (one item) (4) 1,255,130 shares $2,069,689 SOUTHERN (one item) (5) 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 and $50,000 invested in a Minority Enterprise Small Business Investment Company located in Birmingham, Alabama. (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) Investment made in a public corporation (Water Furnace International) for the purpose of advancing business and industrial development within MISSISSIPPI's service area. (5) Represents SOUTHERN'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. 6 8 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 -------------------------- ---- 600 NORTH 18TH STREET BIRMINGHAM, AL 35291 (A) 333 PIEDMONT AVENUE, N.E. ATLANTA, GA 30308 (B) 500 BAYFRONT PARKWAY PENSACOLA, FL 32501 (C) 2992 WEST BEACH BOULEVARD GULFPORT, MS 39501 (D) 600 EAST BAY STREET SAVANNAH, GA 31401 (E) 64 PERIMETER CENTER EAST ATLANTA, GA 30346 (F) 800 SHADES CREEK PARKWAY BIRMINGHAM, AL 35209 (G) 900 ASHFORD PARKWAY SUITE 500 ATLANTA, GA 30338 (H) 40 INVERNESS CENTER PARKWAY BIRMINGHAM, AL 35242 (I) LN ALEM 712 - PISO 7 (1001) BUENOS AIRES, ARGENTINA (J) 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 EXECUTIVE VICE PRESIDENT EVP SENIOR VICE PRESIDENT SVP FINANCIAL VICE PRESIDENT FVP VICE PRESIDENT VP CONTROLLER/COMPTROLLER C COUNSEL L SECRETARY S TREASURER T ALABAMA NAME AND PRINCIPAL ADDRESS POSITION -------------------------- -------- EDWARD L. ADDISON (f) D WHIT ARMSTRONG D P. O. Box 900 Enterprise, AL 36331 PHILIP E. AUSTIN D 401 Queen City Avenue Tuscaloosa, AL 35401 TRAVIS J. BOWDEN (a) D,EVP MARGARET A. CARPENTER D 1452 Carter Hill Road Montgomery, AL 36106 PETER V. GREGERSON, SR. D 644 Walnut Street Gadsden, AL 35901 BILL M. GUTHRIE (g) D,EVP, CPO ELMER B. HARRIS (a) D,P,CEO CRAWFORD T. JOHNSON, III D P. O. Box 2006 Birmingham, AL 35201 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 Auburn, AL 36849 JOHN T. PORTER D 1101 Martin L. King, Jr. Dr. S.W. Birmingham, AL 35211 GERALD H. POWELL D P. O. Box 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 P. O. Box Drawer 10 Demopolis, AL 36732
7 9 ITEM 6. OFFICERS AND DIRECTORS. PART I. (CONTINUED)
ALABAMA (CONTINUED) NAME AND PRINCIPAL ADDRESS POSITION -------------------------- -------- LOUIS J. WILLIE D P. O. Box 697 Birmingham, AL 35201 JOHN W. WOODS D P. O. Box 11007 Birmingham, AL 35288 BANKS H. FARRIS (a) SVP WILLIAM B. HUTCHINS, III (a) SVP,CFO T. H. JONES (a) SVP CHARLES D. MCCRARY (a) SVP ART P. BEATTIE (a) VP,S,T ROBERT A. BUETTNER (a) VP,L A. J. CONNOR (a) VP JAMES M. CORBITT (a) VP JOHN E. DORSETT (a) VP MICHAEL D. GARRETT (a) VP ROBERT HOLMES, JR. (a) VP ROBIN A. HURST (a) VP SUSAN N. KNIGHT (a) VP JESS E. LANGLEY (a) VP CHARLTON B. MCARTHUR (a) VP DONALD W. REESE (a) VP JULIAN H. SMITH, JR. (a) VP M. EUEL WADE, JR. (a) VP,CIO DAVID L. WHITSON (a) VP,C CHRISTOPHER C. WOMACK (a) VP C. ALAN MARTIN (a) VP W. RONALD SMITH (a) VP W. ROY CROW (a) VP CLYDE H. WOOD (a) VP J. BRUCE JONES (a) VP ANTHONY J. TOPAZI (a) VP APC NAME AND PRINCIPAL ADDRESS POSITION -------------------------- -------- TRAVIS J. BOWDEN (a) D,VP ELMER B. HARRIS (a) D,P WILLIAM B. HUTCHINS, III (a) D,VP SUSAN N. KNIGHT (a) D,VP DAVID L. WHITSON (a) C ART P. BEATTIE (a) S,T CFI NAME AND PRINCIPAL ADDRESS POSITION -------------------------- -------- TRAVIS J. BOWDEN (a) D,VP ELMER B. HARRIS (a) D,P WILLIAM B. HUTCHINS, III (a) D,VP DAVID L. WHITSON (a) D,C ART P. BEATTIE (a) S,T GEORGIA NAME AND PRINCIPAL ADDRESS POSITION -------------------------- -------- EDWARD L. ADDISON (f) D BENNETT A. BROWN D P. O. Box 4899 Atlanta, GA 30302-4899 WILLIAM P. COPENHAVER D P. O. Box 1483 Augusta, GA 30903 A. W. DAHLBERG (b) D,P,CEO WILLIAM A. FICKLING, JR. D P. O. Box 1976 Macon, GA 31202-1976 L. G. HARDMAN, III D P. O. Box 210 Commerce, GA 30529 WARREN Y. JOBE (b) D,EVP,T, CFO JAMES R. LIENTZ 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 610 Mount Berry Station Mount Berry, GA 30149-0610 ROBERT STRICKLAND D P. O. Box 4418 Atlanta, GA 30302 WILLIAM JERRY VEREEN D P. O. Box 460 Moultrie, GA 31776-0460 THOMAS R. WILLIAMS D 191 Peachtree Street, NE, 21st Floor Atlanta, GA 30303 DWIGHT H. EVANS (b) EVP BILL M. GUTHRIE (g) EVP,CPO WILLIAM G. HAIRSTON, III (i) EVP GENE R. HODGES (b) EVP K. E. ADAMS (b) SVP WAYNE T. DAHLKE (b) SVP
8 10 ITEM 6. OFFICERS AND DIRECTORS PART I. (CONTINUED)
GEORGIA (CONTINUED) NAME AND PRINCIPAL ADDRESS POSITION -------------------------- -------- JAMES K. DAVIS (b) SVP ROBERT H. HAUBEIN (b) SVP GALE E. KLAPPA (b) SVP FRED D. WILLIAMS (b) SVP J. D. WOODARD (i) SVP D. R. ALTMAN (b) VP JUDY M. ANDERSON (b) VP,S J. T. BECKHAM, JR. (i) VP BARBARA BOWERS (b) VP W. P. BOWERS (b) VP ROBERT L. BOYER (b) VP M. A. BROWN (b) VP ROBERT D. CARPENTER (b) VP J. L. CONN (b) VP FRED W. DEMENT, JR. VP J. W. GEORGE (b) VP C. B. HARRELD (b) VP,C, CAO LEONARD J. HAYNES (b) VP RONALD E. LEGGETT (b) VP CRAIG S. LESSER (b) VP J. B. MANLEY (b) VP J. L. MARTIN, JR. (b) VP CHARLES K. MCCOY (i) VP J. A. PARRAMORE, JR. (b) VP EDWARD J. TURNER (b) VP M. EUEL WADE, JR. (b) VP,CIO C. W. WHITNEY (b) VP JAMES A. WILSON (b) VP W. R. WOODALL, JR. (b) VP PFC NAME AND PRINCIPAL ADDRESS POSITION -------------------------- -------- A. W. DAHLBERG (b) D,P ROBERT H. HAUBEIN (b) D,EVP WARREN Y. JOBE (b) D,VP,T W. G. JONES, JR. (b) VP JUDY M. ANDERSON (b) S GULF NAME AND PRINCIPAL ADDRESS POSITION -------------------------- -------- DR. REED BELL D 5177 N. 9th Avenue, Suite 1 Pensacola, FL 32504 PAUL J. DENICOLA (f) 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 DOUGLAS L. MCCRARY (c) D,P C. WALTER RUCKEL D P. O. Box 187 Valparaiso, FL 32580 JOSEPH K. TANNEHILL D 10 Arthur Drive Lynn Haven, FL 32444 F. M. FISHER, JR. (c) VP BILL M. GUTHRIE (g) VP,CPO J. E. HODGES, JR. (c) VP G. EDISON HOLLAND, JR. (c) VP,L EARL B.PARSONS, JR. (c) VP ARLAN E. SCARBROUGH (c) VP,CFO RONNIE R. LABRATO (c) C WARREN E. TATE (c) S,T MISSISSIPPI NAME AND PRINCIPAL ADDRESS POSITION -------------------------- -------- PAUL J. DENICOLA (f) D EDWIN E. DOWNER D 7642 Poplar Springs Drive Meridian, MS 39305 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 P. O. Box 5001 Southern Station Hattiesburg, MS 39406 EARL D. MCLEAN, JR. D P. O. Box 168 Columbia, MS 39429 DAVID M. RATCLIFFE (d) D,P,CEO LUCIMARIAN T. ROBERTS D 202 Oak Park Drive Pass Christian, MS 39571
9 11 ITEM 6. OFFICERS AND DIRECTORS. PART I. (CONTINUED)
MISSISSIPPI (CONTINUED) NAME AND PRINCIPAL ADDRESS POSITION -------------------------- -------- LEO W. SEAL, JR. D P. O. Box 4019 Gulfport, MS 39502 GERALD J. ST PE D P. O. Box 149 Pascagoula, MS 39568 N. EUGENE WARR D 2600 Beach Boulevard Biloxi, MS 39531 H. ED BLAKESLEE (d) VP ROBERT G. DAWSON (d) VP THOMAS A. FANNING (d) VP,CFO BILL M. GUTHRIE (g) VP,CPO DON E. MASON (d) VP FRANCES V. TURNAGE (d) C W. EDGAR GILMORE (d) S,T SAVANNAH NAME AND PRINICIPAL ADDRESS POSITION --------------------------- -------- HELEN QUATTLEBAUM ARTLEY D 9 Avenue of the Pines Savannah, GA 31406 PAUL J. DENICOLA (f) D BRIAN R. FOSTER D P. O. Box 9586 Savannah, GA 31412 ARTHUR M. GIGNILLIAT, JR. (e) D,P,CEO WALTER D. GNANN D P. O. Box 334 Springfield, GA 31329 JOHN M. MCINTOSH D 21 Birdsong Way Hilton Head Island, SC 29926 ROBERT B. MILLER, III D P. O. Box 8003 Savannah, GA 31412 JOHN C. MONROE D 23 Sulgrave Road Savannah, GA 31406 JAMES M. PIETTE D 19 Magnolia Crossing Savannah, GA 31411 ARNOLD M. TENENBAUM D P. O. Box 2567 Savannah, Ga 31498 E. OLIN VEALE (e) D,SVP, CFO FRED F. WILLIAMS, JR. D 8 Rockwell Avenue South Savannah, GA 31419 W. MILES GREER (e) VP BILL M. GUTHRIE (g) VP,CPO LARRY M. PORTER (e) VP JAMES L. RAYBURN (e) VP GRACE E. ARNOLD (e) S KIRBY R. WILLIS (e) T,C SCS NAME AND PRINCIPAL ADDRESS POSITION -------------------------- -------- EDWARD L. ADDISON (f) D A. W. DAHLBERG (b) D PAUL J. DENICOLA (f) D, EVP H. ALLEN FRANKLIN (g) D,P,CEO ELMER B. HARRIS (a) D BILL M. GUTHRIE (g) EVP,CPO ROBERT R. TODD (g) EVP W. L. WESTBROOK (f) EVP,CFO M. EUEL WADE, JR. (f) SVP,CIO W. C. ARCHER, III (f) VP I. OTIS BERKHAN (f) VP TOMMY CHISHOLM (f) VP,S,L DOUGLAS E. DUTTON (g) VP DR. C. H. GOODMAN (g) VP JAMES HAROLD GWIN (f) VP J. R. HARRIS (f) VP W. DEAN HUDSON (f) VP,C WILLIAM A. MANER III (f) VP WILLIAM K. NEWMAN (g) VP JOHN G. RICHARDSON VP 1130 Connecticut Avenue, NW Washington, DC 20036 MICHAEL L. SCOTT (f) VP JERRY L. STEWART (g) VP DR. W. ROBERT WOODALL, JR. (f) VP JOHN F. YOUNG VP One Wall Street, Suite 4200 New York NY 10005 SDIG NAME AND PRINCIPAL ADDRESS POSITION -------------------------- -------- PAUL J. DENICOLA (f) D H. ALLEN FRANKLIN (g) D WILLIAM L. WESTBROOK (f) D,P,CFO TRAVIS J. BOWDEN (a) VP TOMMY CHISHOLM (f) S WILLIAM A. MANER, III (f) T
10 12 ITEM 6. OFFICERS AND DIRECTORS. PART I. (CONTINUED)
SEGCO NAME AND PRINCIPAL ADDRESS POSITION -------------------------- -------- KERRY E. ADAMS (b) D TRAVIS J. BOWDEN (a) D ROBERT L. BOYER (b) D A. W. DAHLBERG (b) D,VP H. ALLEN FRANKLIN (g) D,VP BILL M. GUTHRIE (g) D,VP, CPO DAVID L. WHITSON (a) C WILLIAM B. HUTCHINS, III (a) D,VP ART P. BEATTIE (a) S,T SEI NAME AND PRINCIPAL ADDRESS POSITION -------------------------- -------- KERRY E. ADAMS (b) D THOMAS G. BOREN (h) D,P,CEO TRAVIS J. BOWDEN (a) D PAUL J. DENICOLA (f) D,VP H. ALLEN FRANKLIN (g) D W. L. WESTBROOK (f) D,VP TOMMY CHISHOLM (f) VP,S KENNETH W. DUVALL (h) VP RAYMOND D. HILL (h) VP,CFO RONALD E. LEGGETT (b) VP WILLIAM A. MANER, III (f) VP,T RICHARD J. PERSHING (h) VP R. SAM SHEPARD (h) VP SEI OPERADORA DE ARGENTINA, S.A. NAME AND PRINCIPAL ADDRESS POSITION -------------------------- -------- MARIANO F. GRONDONA (j) D,S RONALD E. LEGGETT (b) D,P GEORGE VOLLAND (j) D FELICIA L. BELLOWS (f) D RANDALL E. HARRISON (h) D JOSE MARTINEZ DE HOZ (j) D SERC NAME AND PRINCIPAL ADDRESS POSITION -------------------------- -------- BILL M. GUTHRIE (g) D,P KENNETH H. HARRELL (g) VP T. HAROLD JONES (a) VP TOMMY CHISHOLM (f) S WILLIAM A. MANER, III (f) T SOUTHERN NUCLEAR NAME AND PRINCIPAL ADDRESS POSITION -------------------------- -------- EDWARD L. ADDISON (f) D A. W. DAHLBERG (b) D PAUL J. DENICOLA (f) D H. ALLEN FRANKLIN (g) D W. G. HAIRSTON, III (i) D,P,CEO ELMER B. HARRIS (a) D JACKIE D. WOODARD (i) EVP JAMES W. AVERETT (i) VP J. T. BECKHAM (i) VP LOUIS B. LONG (i) VP C. K. MCCOY (i) VP JOHN O. MEIER (i) VP,S D. N. MOREY (i) VP ROBERT M. GILBERT , JR. (i) C,T,CAO SOUTHERN NAME AND PRINCIPAL ADDRESS POSITION -------------------------- -------- EDWARD L. ADDISON (f) D,P W. P. COPENHAVER D P. O. Box 1483 Augusta, GA A. W. DAHLBERG (b) D,EVP PAUL J. DENICOLA (f) D,EVP JACK EDWARDS D P. O. Box 123 Mobile, AL 36601 H. ALLEN FRANKLIN (g) D,EVP L. G. HARDMAN, III D P. O. Box 149 Commerce, GA 30529 ELMER B. HARRIS (a) D,EVP JOHN M. MCINTOSH D 21 Birdsong Way Hilton Head Island, SC 29926 EARL D. MCLEAN, JR. D P. O. Box 168 Columbia, MS 39429 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 HERBERT STOCKHAM D P. O. Box 13018 Birmingham, AL 35213
11 13 ITEM 6. OFFICERS AND DIRECTORS. PART I. (CONTINUED)
SOUTHERN (CONTINUED) NAME AND PRINCIPAL ADDRESS POSITION -------------------------- -------- LOUIS J. WILLIE D P. O. Box 697 Birmingham, AL 35201 W. L. WESTBROOK (f) D,FVP, CFO W. ROY BARRON (f) VP BILL M. GUTHRIE (g) VP J. R. HARRIS (f) VP JOHN G. RICHARDSON VP 1130 Connecticut Avenue, NW Washington, DC 20036 DR. W. R. WOODALL, JR. (f) VP W. DEAN HUDSON (f) C TOMMY CHISHOLM (f) S WILLIAM A. MANER, III (f) T SEIH NAME AND PRINCIPAL ADDRESS POSITION -------------------------- -------- KERRY E. ADAMS (b) D THOMAS G. BOREN (h) D,P TRAVIS J. BOWDEN (a) D PAUL J. DENICOLA (f) D H. ALLEN FRANKLIN (g) D WILLIAM L. WESTBROOK (f) D RAYMOND D. HILL (h) VP RONALD E. LEGGETT (b) VP RICHARD J. PERSHING (h) VP R. SAM SHEPARD, JR. (h) VP TOMMY CHISHOLM (f) S WILLIAM A. MANER, III (f) T ASOCIADOS DE ELECTRICIDAD, S.A. NAME AND PRINCIPAL ADDRESS POSITION -------------------------- -------- FELICIA L. BELLOWS (f) D MARIANO F. GRONDONA (j) D,S RICHARD J. PERSHING (h) D,P S. MARCE FULLER (h) D JOSE MARTINEZ DE HOZ (j) D GEORGE VOLLAND (j) D SEI Y ASOCIADOS DE ARGENTINA, S.A.. NAME AND PRINCIPAL ADDRESS POSITION -------------------------- -------- JUAN CARLOS APOSTOLO (j) D FELICIA L. BELLOWS (f) D THOMAS G. BOREN (h) D PETER J. DAVENPORT (j) D MARIANO F. GRONDONA (j) D,S RICHARD J. PERSHING (h) D,P WILLIAM L. WESTBROOK (f) D FELIPE MARIA CASTRO CRANWELl (j) D PAUL J. DENICOLA (f) D H. ALLEN FRANKLIN (g) D S. MARCE FULLER (h) D JOSE MARTINEZ DE HOZ (j) D RICARDO URBANO SIRL (j) D GEORGE VOLLAND (j) D HIDROELECTRICA ALICURA, S.A. NAME AND PRINCIPAL ADDRESS POSITION -------------------------- -------- FELICIA L. BELLOWS (f) D FRANCISCO J. M. COSTA (j) D PETER J. DAVENPORT (j) D ALFREDO A. ESTEVEZ (j) D MARIANO F. GRONDONA (j) D,S RONALD E. LEGGETT (b) D,VP FABIO J. OLIVERA (j) D RICHARD J. PERSHING (h) D,P JUAN CARLOS APOSTOLO (j) D THOMAS G. BOREN (h) D MATIAS BOURDIEU (j) D S. MARCE FULLER (h) D NORBERTO A. LEMBO (j) D ALFREDO RICARDO PUJANTE (j) D M. STUART SUTHERLAND D 600 Peachtree Street, N.E., Suite 5200 Atlanta, Georgia 30308-2216 GEORGE VOLLAND (j) D SEIH-III NAME AND PRINCIPAL ADDRESS POSITION -------------------------- -------- JAMES A. WARD (h) D,P TOMMY CHISHOLM (f) S,T SEI CHILE, S.A. NAME AND PRINCIPAL ADDRESS POSITION -------------------------- -------- KERRY E. ADAMS (b) D RICHARD J. PERSHING (h) D,P PASTOR SANJURJO D c/o Carey & Co. Miraflores 222, Piso 24 Santiago T, Chile JORGE CARELY TAGLE D c/o Carey & Co. Miraflores 222, Piso 24 Santiago T. Chile
12 14 ITEM 6. OFFICERS AND DIRECTORS. PART I. (CONTINUED)
SEI CHILE, S.A. (CONTINUED) NAME AND PRINCIPAL ADDRESS POSITION -------------------------- -------- RICARDO PENA VIAL D c/o Carey & Co. Mirafloes 222, Piso 24 Santiago T. Chile EDUARDO ZUNIGA P. D c\o Carey & Co. Miraflores 222, Piso 24 Santiago, Chile SEIH-IV NAME AND PRINCIPAL ADDRESS POSITION -------------------------- -------- JAMES A. WARD (h) D,P TOMMY CHISHOLM (f) S,T SEI BAHAMAS PIEDRA DEL AGUILLA ELECTRICITY, INC. NAME AND PRINCIPAL ADDRESS POSITION -------------------------- -------- JAMES A. WARD (h) D,P TOMMY CHISHOLM (f) S,T SEI BAHAMAS PIEDRA DEL AGUILLA, INC. NAME AND PRINCIPAL ADDRESS POSITION -------------------------- -------- JAMES A. WARD (h) D,P TOMMY CHISHOLM (f) S,T SEI INVERSORA, S.A.. NAME AND PRINCIPAL ADDRESS POSITION -------------------------- -------- ALAN ARNTSEN (j) P,S INVERSORES DE ELECTRICIDAD, S.A. NAME AND PRINCIPAL ADDRESS POSITION -------------------------- -------- ALAN ARNTSEN (j) D,P SEBH NAME AND PRINCIPAL ADDRESS POSITION -------------------------- -------- KERRY E. ADAMS (b) D THOMAS G. BOREN (h) D,P R. SAM SHEPARD, JR. (h) D,VP RONALD E. LEGGETT (b) VP TOMMY CHISHOLM (f) S WILLIAM A. MANER, III (f) T SOUTHERN ELECTRIC BAHAMAS, LTD. NAME AND PRINCIPAL ADDRESS POSITION -------------------------- -------- KERRY E. ADAMS (b) D THOMAS G. BOREN (h) D,P R. SAM SHEPARD, JR. (h) D,VP RONALD E. LEGGETT (b) VP TOMMY CHISHOLM (f) S WILLIAM A. MANER, III (f) T FREEPORT POWER COMPANY LIMITED NAME AND PRINCIPAL ADDRESS POSITION -------------------------- -------- THOMAS G. BOREN (h) D JACK A. HAYWARD D P. O. Box F-340939 Coral Gables, FL 33114 RONALD E. LEGGETT (b) D,VP ALBERT J. MILLER D P. O. Box F-340939 Coral Gables 33114 RICHARD T. PITTENGER (h) D R. SAM SHEPARD, JR. (h) D EDWARD P. ST. GEORGE D P. O. Box F-340939 Coral Gables, FL 33114 KENNETH F. ROSANSKI P,CEO P. O. Box F-340939 Coral Gables, FL 33114 WILLIAM A. MANER, III (f) VP,CFO IAN O. BARRY VP,T P. O. Box F-340939 Coral Gables, FL 33114 WILLIE A. M. MOSS VP,S P.O. Box F-340939 Coral Gables, FL 33114 SEWG NAME AND PRINCIPAL ADDRESS POSITION -------------------------- -------- KERRY E. ADAMS (b) D THOMAS G. BOREN (h) D,P TRAVIS J. BOWDEN (a) D PAUL J. DENICOLA (f) D H. ALLEN FRANKLIN (g) D WILLIAM L. WESTBROOK (f) D RAYMOND D. HILL (h) VP RONALD E. LEGGETT (b) VP RICHARD J. PERSHING (h) VP R. SAM SHEPARD (h) VP TOMMY CHISHOLM (f) S WILLIAM A. MANER, III (f) T
13 15 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 EDWARD L. ADDISON Wachovia Corporation of Georgia, Atlanta, Georgia Director (a);(c);(e);(f) Wachovia Bank of Georgia, N.A. Atlanta, GA Director (a);(c);(e);(f) WHIT ARMSTRONG The Citizens Bank Chief Executive (c) Enterprise, AL Officer, Chairman of the Board and President BENNETT A. BROWN NationsBank Corporation, Atlanta, GA Chairman of the Board (c) WILLIAM P. COPENHAVER Georgia Bank & Trust Company Director (a);(c) Augusta, GA W. ROY CROW Barbour County Bank, Eufaula, AL Director (f) A. W. DAHLBERG Trust Company Bank of Georgia Director (a);(c) Atlanta, GA Trust Company Bank, Atlanta, GA Director (a);(c) BRIAN R. FOSTER NationsBank, Atlanta, GA Executive Vice (c) President NationsBank, Savannah, GA President and Chief Executive Officer (Savannah (c) operations) H. ALLEN FRANKLIN SouthTrust Bank, Birmingham, AL Director (c) ROBERT S. GADDIS Trustmark National Bank-, President (c);(g) Laurel, MS PETER V. GREGERSON, SR. AmSouth Bank, Gadsden, AL Director (c) L. G. HARDMAN, III First Commerce Bancorp, Chairman of the Board Commerce, GA and Chief Executive Officer (c);(g) First National Bank of Commerce, Chairman of the Commerce, GA Board (c);(g) ELMER B. HARRIS AmSouth Bancorporation, Director (a);(c);(e);(f) Birmingham, AL AmSouth Bank, N.A., Birmingham, AL Director (a);(c);(e);(f) JOHN E. HODGES, JR. Citizens and Peoples National Bank, Director (f) Pensacola, FL W. D. HULL Sun Bank/West Florida, President and Chief Panama City, FL Executive Officer (c) CARL E. JONES First Alabama Bank, Mobile, AL Chairman and Chief Executive Officer (c) J. BRUCE JONES Compass Bank, Mobile, AL Director (f) JAMES R. LIENTZ, JR. NationsBank of Georgia, N.A., Atlanta, GA Director (c) WALLACE D. MALONE SouthTrust Corporation, Birmingham, AL Chairman of the Board and Chief Executive Officer (c) Wiregrass Bancorporation, Dothan, AL Director (c) First National Bank of Ashford, Ashford, AL Director (c) JOHN T. PORTER Citizens Federal Bank, Birmingham, AL Director (c)
14 16 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 GERALD H. POWELL SouthTrust Bank, Anniston, AL Director (c) G. JOSEPH PRENDERGAST Wachovia Bank of Georgia, Atlanta, GA President and Chief Executive Officer (c) WILLIAM J. RUSHTON, III AmSouth Bancorporation, Birmingham, AL Director (a);(c) AmSouth Bank, N.A., Birmingham, AL Director (a);(c) HERMAN J. RUSSELL Citizens Trust Bank, Atlanta, GA Chairman of the Board (c) Wachovia Corporation of Georgia, Director (c) Atlanta, GA Wachovia Bank of Georgia, N.A., Director (c) Atlanta, GA GLORIA M. SHATTO NationsBank Georgia Corporation, Director (a);(c) Atlanta, GA NationsBank of Georgia, N.A. Director (a);(c) WILLIAM R. SMITH SouthTrust Bank of Calhoun County, N.A. Anniston, AL Director (f) HERBERT STOCKHAM SouthTrust Bank, Birmingham, AL Director (a);(c) SouthTrust Corporation, Director (c) Birmingham, AL J. K. TANNEHILL Sun Bank/West Florida, Panama Director (c) City, FL ARNOLD TENENBAUM First Union National Bank of Georgia, Director (c) Atlanta, GA First Union National Bank of Savannah, Director (c) Savannah, GA ANTHONY J. TOPAZI AmSouth Bank, N.A., Tuscaloosa, AL Director (f) N. EUGENE WARR First Jefferson Corporation, Biloxi, MS Chairman of (c) Board Jefferson Bank of Biloxi, Biloxi, MS Vice Chairman of the (c) Board CLYDE H. WOOD SouthTrust Bank, N.A., Director (f) Montgomery, AL JOHN W. WOODS AmSouth Bancorporation, Chairman of the (c) Birmingham, AL Board AmSouth Bank, N.A., Birmingham, AL and Chief Executive (c) Officer of both institutions and President of AmSouth Bank
15 17 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, SEI and SOUTHERN NUCLEAR serving as of December 31, 1993, 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 system's combined SOUTHERN Form 10-K for the year ended December 31, 1993. The number of SOUTHERN common shares do not reflect the stock distribution resulting from the two-for-one common stock split approved by SOUTHERN's board of directors in January 1994. KEY TERMS USED IN THIS ITEM WILL HAVE THE FOLLOWING MEANINGS:- ESP . . . . . . . . . . . . . . . . . . . EMPLOYEE SAVINGS PLAN ESOP . . . . . . . . . . . . . . . . . . EMPLOYEE STOCK OWNERSHIP PLAN SBP . . . . . . . . . . . . . . . . . . . SUPPLEMENTAL BENEFIT PLAN VBP . . . . . . . . . . . . . . . . . . . VEHICLE BUYOUT PROGRAM SOUTHERN Incorporated by reference to "Summary Compensation Table" under Election Of Directors of SOUTHERN's definitive Proxy Statement relating to 1994 annual meeting of stockholders. SCS SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION LONG-TERM COMPENSATION NUMBER OF SECURITIES LONG- NAME UNDERLYING TERM AND OTHER ANNUAL STOCK INCENTIVE ALL OTHER PRINCIPAL COMPENSATION OPTIONS PAYOUTS COMPENSATION POSITION YEAR SALARY($) BONUS($) ($)1 (SHARES) ($)2 ($)3 - ------------------------------------------------------------------------------------------------------------------- EDWARD L. ADDISON Chairman of 1993 734,714 148,118 9,527 23,559 339,714 47,909 Executive Committee 1992 696,526 176,331 4,255 26,313 262,579 38,072 Director 1991 645,422 104,406 - 31,817 221,987 - H. A. FRANKLIN President, 1993 365,000 73,584 16,438 11,074 140,650 37,298 Chief Executive 1992 328,198 84,096 2,704 9,683 90,200 17,669 Officer, Director 1991 288,332 43,853 - 10,559 64,899 - PAUL J. DENICOLA 1993 313,970 63,641 6,832 7,498 132,986 24,436 Executive Vice 1992 272,246 70,272 3,022 8,091 79,519 14,341 President, Director 1991 238,766 33,666 - 8,685 44,431 -
16 18 SCS SUMMARY COMPENSATION TABLE (CONTINUED)
ANNUAL COMPENSATION LONG-TERM COMPENSATION NUMBER OF SECURITIES LONG- NAME UNDERLYING TERM AND OTHER ANNUAL STOCK INCENTIVE ALL OTHER PRINCIPAL COMPENSATION OPTIONS PAYOUTS COMPENSATION POSITION YEAR SALARY($) BONUS($) ($)1 (SHARES) ($)2 ($)3 - -------------------------------------------------------------------------------------------------------------------- BILL M. GUTHRIE 1993 275,185 32,967 14,117 6,524 64,959 32,890 Executive Vice 1992 264,822 36,752 1,069 7,371 45,726 14,148 President 1991 245,491 35,510 - 6,402 34,866 - W. L. WESTBROOK 1993 219,354 27,793 16,864 3,919 69,484 30,153 Executive Vice 1992 205,634 29,091 1,279 4,296 53,706 11,337 President 1991 196,168 22,701 - 5,349 42,690 -
1 Tax reimbursements by SCS on certain personal benefits. In accordance with the transition rules of the SEC, information for 1991 is omitted. 2 Payouts made in 1992, 1993 and 1994 for the four-year performance periods ending December 31, 1991, 1992 and 1993. 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 Employee Savings and Stock Ownership Plans), and a VBP respectively, for the following: ESP ESOP SBP VBP ---- ---- --- --- E. L. Addison $7,672 $1,709 $31,328 $ 7,200 H. A. Franklin 8,380 1,709 9,209 18,000 P. J. DeNicola 6,745 1,709 8,296 7,686 B. M. Guthrie 6,745 1,709 6,436 18,000 W. L. Westbrook 7,856 1,709 2,588 18,000 In accordance with the transition rules of the SEC, information for 1991 is omitted. 17 19 SEI 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($) BONUS($) ($)4 (SHARES) ($)5 ($)6 - --------------------------------------------------------------------------------------------------------------------- THOMAS G. BOREN 1993 196,106 100,698 21,389 3,559 - 23,984 President, 1992 195,640 49,400 469 3,938 - 2,308 Director 1991 - - - - - - RAYMOND D. HILL 1993 169,525 48,750 13,034 - - 18,000 Vice President 1992 - - - - - - 1991 - - - - - - RICHARD J. PERSHING 1993 138,068 52,150 13,718 - - 25,491 Vice President 1992 149,426 23,000 4,560 - - 7,020 1991 - - - - - - R. SAM SHEPARD, JR. 1993 137,363 43,400 13,034 - - 27,590 Vice President 1992 118,971 26,000 - - - 6,941 1991 - - - - - - RONALD E. LEGGETT 1993 125,382 15,444 13,697 - 3,048 19,470 Vice President 1992 - - - - - - 1991 - - - - - -
4 Tax reimbursement by SEI on certain personal benefits. In accordance with the transition rules of the SEC, information for 1991 is omitted. 5 Employees of SEI are not eligible for these payouts. 6 SEI 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 Employee Savings and Stock Ownership Plans), and payouts under a VBP respectively, for the following: ESP ESOP VBP ---- ---- --- T. G. Boren $4,532 $1,452 $18,000 R. D. Hill - - 18,000 R. J. Pershing 6,213 1,278 18,000 R. S. Shepard 6,186 3,404 18,000 R. E. Leggett 569 901 18,000 In accordance with the transition rules of the SEC, information for 1991 is omitted. 18 20 SOUTHERN NUCLEAR SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION LONG-TERM COMPENSATION NUMBER OF SECURITIES LONG- NAME UNDERLYING TERM AND OTHER ANNUAL STOCK INCENTIVE ALL PRINCIPAL COMPENSATION OPTIONS PAYOUTS OTHER POSITION YEAR SALARY($) BONUS($) ($)7 (SHARES) ($)8 COMPENSATION ($)9 - ------------------------------------------------------------------------------------------------------------------------ W. G. HAIRSTON, III President and Chief 1993 234,454 53,202 15,925 5,891 54,126 30,475 Executive Officer 1992 198,392 27,990 34,425 4,207 37,320 10,697 1991 178,842 19,832 - 5,012 29,107 - JACKIE D. WOODARD Executive Vice 1993 164,282 30,900 12,715 3,181 24,252 26,707 President 1992 141,834 17,520 190 - 15,574 7,596 1991 134,186 14,357 - - 12,359 - J. THOMAS BECKHAM 1993 146,796 18,134 13,402 - 20,149 25,852 Vice President 1992 141,229 19,467 176 - 15,574 8,484 1991 131,158 13,793 - - 14,426 - C. KENNETH MCCOY 1993 146,159 18,806 13,827 - 20,149 25,760 Vice President 1992 137,934 18,169 808 - 15,574 7,386 1991 127,364 13,793 - - 9,874 - JAMES W. AVERETT 1993 135,350 17,339 13,172 - 14,326 25,239 Vice President 1992 131,566 15,556 3,762 - 12,574 7,825 1991 113,217 15,031 - - 11,898 - ROBERT P. MCDONALD(10) President, 1993 135,462 23,293 - - 74,894 6,755 Chief Executive 1992 289,391 51,238 844 8,226 64,695 15,354 Officer, Director 1991 254,791 33,869 - 9,704 48,421 -
7 Tax reimbursement by SOUTHERN NUCLEAR on certain personal benefits, including initiation fees of $29,750 for Mr. Hairston. In accordance with the transition rules of the SEC, information for 1991 is omitted. 8Payouts made in 1992, 1993 and 1994 for the four-year performance periods ending December 31, 1991, 1992 and 1993, respectively. 9SOUTHERN 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 Employee Savings and Stock Ownership Plans), and payouts under a VBP, respectively, for the following:
ESP ESOP SBP VBP ---- ---- --- --- W. G. Hairston, III $8,100 $1,709 $2,666 $18,000 J. D. Woodard 6,999 1,258 450 18,000 J. T. Beckham 6,604 1,248 - 18,000 C. K. McCoy 6,574 1,186 - 18,000 J. W. Averett 6,095 1,144 - 18,000 R. P. McDonald 5,681 - 1,074 -
In accordance with the transition rules of the SEC, information for 1991 is omitted. (10) Retired effective June 1, 993. 19 21 STOCK OPTION GRANTS IN 1993 STOCK OPTION GRANTS. The following table sets forth all stock option grants to the named executive officers of each operating subsidiary during the year ending December 31, 1993. ALABAMA, GEORGIA, GULF, MISSISSIPPI AND SAVANNAH are incorporated by reference to page numbers III-19 through III-20 in the system's combined SOUTHERN Form 10-K for the year ended December 31, 1993. The number of SOUTHERN common shares shown and the per share exercise price and market price do not reflect the stock distribution resulting from the two-for-one common stock split approved by SOUTHERN's board of directors in January, 1994.
INDIVIDUAL GRANTS GRANT DATE VALUE NUMBER OF SECURITIES % OF TOTAL UNDERLYING OPTIONS EXERCISE SHARE GRANTED TO OR OPTIONS EMPLOYEES IN BASE PRICE EXPIRATION GRANT DATE NAME GRANTED11 FISCAL YEAR12 ($/Sh)11 DATE11 PRESENT VALUE($)13 - ----------------------------------------------------------------------------------------------------- SCS E. L. Addison 23,559 13% $42.4375 03/01/1998 $91,880 H. A. Franklin 11,704 7% $42.4375 07/19/2003 47,167 P. J. DeNicola 7,498 4% $42.4375 07/19/2003 30,217 B. M. Guthrie 6,524 4% $42.4375 06/01/2000 27,401 W. L. Westbrook 3,919 2% $42.4375 07/19/2003 15,794 SEI T. G. Boren 3,559 2% $42.4375 07/19/2003 14,343 R. D. Hill - - - - - R. J. Pershing - - - - - R. S. Shepard - - - - - R. E. Leggett - - - - - SOUTHERN NUCLEAR W. G. Hairston, III 5,891 3% $42.4375 07/19/2003 23,741 J. D. Woodard 3,181 2% $42.4375 07/19/2003 12,819 J. T. Beckham - - - - - C. K. McCoy - - - - - J. W. Averett - - - - -
11Grants were made on July 19, 1993, 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. Addison's unexercised options expire on March 1, 1998, three years after his normal date of retirement and Mr. Guthrie's unexercised options expire on June 1, 2000, three years after his normal date of retirement. 12A total of 179,746 stock options were granted in 1993 to key executives participating in SOUTHERN's Executive Stock Plan. 13Based 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 - 12.45%; risk- free rate of return - 5.81%; dividend yield - 5.37%; and time to exercise - ten years. 20 22 AGGREGATED STOCK OPTION EXERCISES IN 1993 AND YEAR-END OPTION VALUES AGGREGATED STOCK OPTION EXERCISES. The following table sets forth information concerning options exercised during the year ending December 31, 1993, by the named executive officers and value of unexercised options held by them as of December 31, 1993. ALABAMA, GEORGIA, GULF, MISSISSIPPI AND SAVANNAH are incorporated by reference to page numbers III-21 through III-22 in the system's combined SOUTHERN Form 10-K for the year ended December 31, 1993. The number of SOUTHERN comon shares shown and the per share exercise price and market price do not reflect the stock distribution resulting from the two-for-one common stock split approved by SOUTHERN's board of directors in January, 1994.
VALUE OF NUMBER OF UNEXERCISED UNEXERCISED IN-THE-MONEY OPTIONS AT OPTIONS AT YEAR-END (#) YEAR-END($)14 SHARES ACQUIRED VALUE EXERCISABLE/ EXERCISABLE/ NAME ON EXERCISE (#) REALIZED($)15 UNEXERCISABLE UNEXERCISABLE - --------------------------------------------------------------------------------------------------------- SCS E. L. Addison - - 86,357/67,436 1,532,755/615,363 H. A. Franklin - - 9,522/26,929 143,378/215,484 P. J. DeNicola 13,492 200,555 0/19,444 0/161,552 B. M. Guthrie - - 15,720/16,943 262,109/139,814 W. L. Westbrook 2,410 42,978 2,411/11,238 30,502/103,354 SEI T. G. Boren 7,883 129,542 984/9,715 7,811/84,809 R. D Hill - - - - R. J. Pershing - - - - R. S. Shepard - - - - R. E. Leggett - - - - SOUTHERN NUCLEAR W. G. Hairston, III 3,437 58,751 1,051/12,847 8,342/100,932 J. D. Woodard - - - - J. T. Beckham - - - - C. K. McCoy - - - - J. W. Averett - - - -
14 This represents the excess of the fair market value as of December 31, 1993, of the option shares over exercise price of the options. One column reports the "value" of options that are vested and therefore could be exercised; the other "value" of options that are not vested and therefore could not be exercised as of December 31, 1993. 15 The "Value Realized" is ordinary income, before taxes, and represents the amount equal to the excess of the fair market value of the shares at the time of exercise over the exercise price. 21 23 LONG-TERM INCENTIVE PLANS-AWARDS IN 1993 Long-Term Incentive Awards. The following table sets forth the long-term incentive plan awards made to the named executive officers for the performance period January 1, 1993 through December 31, 1995. ALABAMA, GEORGIA, GULF, MISSISSIPPI and SAVANNAH are incorporated by reference to page numbers III-23 through III-24 in the system's combined SOUTHERN Form 10-K for the year ended December 31, 1993
Estimated Future Payouts under Non-Stock Price-Based Plans ------------------------------ Number Performance or of Other Period Units Until Maturation Threshold Target Maximum Name (#)16 or Payout ($)17 ($)17 ($)17 - ------------------------------------------------------------------------------------------------------------- SCS E. L. Addison 383,976 4 years 191,988 383,976 479,970 H. A. Franklin 226,663 4 years 113,332 226,663 283,329 P. J. DeNicola 181,621 4 years 90,811 181,621 227,026 B. M. Guthrie 85,990 4 years 42,995 85,990 107,488 W. L. Westbrook 78,536 4 years 39,268 78,536 98,170 SEI 18 T. G. Boren - - - - - R. D. Hill - - - - - R. J. Pershing - - - - - R. S. Shepard - - - - - R. E. Leggett 22,774 4 years 11,387 22,774 28,468 SOUTHERN NUCLEAR W. G. Hairston, III 128,977 4 years 64,489 128,977 161,221 J. D. Woodard 54,574 4 years 27,287 54,574 68,218 J. T. Beckham 22,774 4 years 11,387 22,774 28,468 C. K. McCoy 22,774 4 years 11,387 22,774 28,468 J. W. Averett 13,999 4 years 7,000 13,999 17,499
16 A performance unit is a method of assigning a dollar value to a performance award opportunity. The actual number of units granted to a participant will be based on an award percentage of an individual's base salary range control mid-point over the performance period. For illustration purposes, the base salary range mid-points have been projected at a four percent growth rate for the four-year term. 17 The threshold, target, and maximum value of a unit is $0.50, $1.00, and $1.25, 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. 18 SEI employees are not eligible. Mr. Leggett is an employee of GEORGIA. 22 24 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, 1993. 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, 1993. The number of shares of SOUTHERN common shares shown do not reflect the stock distribution resulting from the two-for-one common stock split approved by SOUTHERN's board of directors in January, 1994. SOUTHERN Name of Directors or Nominees and Number of Shares Executive Officers Title of Class Beneficially Owned(1) - ------------------ -------------- ------------------ Incorporated by reference to "Stock Ownership" under ELECTION OF DIRECTORS of SOUTHERN's definitive Proxy Statement relating to the 1994 annual meeting of stockholders. ALABAMA, GEORGIA, GULF, MISSISSIPPI AND SAVANNAH are Incorporated by reference to page numbers III-30 through III-34 in the system's combined SOUTHERN Form 10-K for the year ended December 31, 1993.
Name of Directors or Nominees and Number of Shares Executive Officers Title of Class Beneficially Owned(1) - ------------------ -------------- ------------------ SCS Edward L. Addison SOUTHERN Common 125,032 A. W. Dahlberg SOUTHERN Common 29,287 Paul J. DeNicola SOUTHERN Common 10,846 H. Allen Franklin SOUTHERN Common 19,132 Elmer B. Harris SOUTHERN Common 35,545 W. C. Archer, III SOUTHERN Common 6,382 B. M. Guthrie SOUTHERN Common 23,003 R. R. Todd SOUTHERN Common 8,699 M. E. Wade, Jr. SOUTHERN Common 14,515 W. L. Westbrook SOUTHERN Common 23,516 The directors, nominees and executive officers of SCS as a Group SOUTHERN Common 286,436 shares
23 25 ITEM 6. OFFICERS AND DIRECTORS. PART III. (B) STOCK OWNERSHIP. (CONTINUED)
Name of Directors or Nominees and Number of Shares Executive Officers Title of Class Beneficially Owned(1)(2) - ------------------ -------------- ------------------ SDIG Travis J. Bowden SOUTHERN Common 16,185 Paul J. DeNicola SOUTHERN Common 10,846 H. Allen Franklin SOUTHERN Common 19,132 W. L. Westbrook SOUTHERN Common 23,516 The directors, nominees and executive officers of SIG as a Group SOUTHERN Common 69,679 shares SEGCO Kerry E. Adams SOUTHERN Common 8,963 GEORGIA Preferred 200 Travis J. Bowden SOUTHERN Common 16,185 Robert L. Boyer SOUTHERN Common 17,825 A. W. Dahlberg SOUTHERN Common 29,287 H. Allen Franklin SOUTHERN Common 19,132 Bill M. Guthrie SOUTHERN Common 23,003 Elmer B. Harris SOUTHERN Common 35,545 Warren Y. Jobe SOUTHERN Common 12,824 GEORGIA Preferred 203 T. Harold Jones SOUTHERN Common 21,029 The directors, nominees and executive officers of SEGCO as a Group SOUTHERN Common 183,793 shares GEORGIA Preferred 403 shares
24 26 ITEM 6. OFFICERS AND DIRECTORS. PART III. (B) STOCK OWNERSHIP. (CONTINUED)
Name of Directors or Nominees and Number of Shares Executive Officers Title of Class Beneficially Owned(1)(2) - ------------------ -------------- ------------------ SEI Kerry E. Adams SOUTHERN Common 8,963 GEORGIA Preferred 200 Thomas G. Boren SOUTHERN Common 4,610 Travis J. Bowden SOUTHERN Common 16,185 Paul J. DeNicola SOUTHERN Common 10,846 H. Allen Franklin SOUTHERN Common 19,132 W. L. Westbrook SOUTHERN Common 23,516 K. W. Duvall SOUTHERN Common 3,480 Ronald E. Leggett SOUTHERN Common 6,813 R. J. Pershing SOUTHERN Common 7,099 R. S. Shepard, Jr. SOUTHERN Common 4,551 The directors, nominees and executive officers of SEI as a Group SOUTHERN Common 105,195 shares GEORGIA Preferred 200 shares SOUTHERN NUCLEAR Edward L. Addison SOUTHERN Common 125,032 A. W. Dahlberg SOUTHERN Common 29,287 H. Allen Franklin SOUTHERN Common 19,132 W. G. Hairston, III SOUTHERN Common 8,420 Elmer B. Harris SOUTHERN Common 35,545
25 27 ITEM 6. OFFICERS AND DIRECTORS. PART III. (B) STOCK OWNERSHIP. (CONTINUED)
Name of Directors or Nominees and Number of Shares Executive Officers Title of Class Beneficially Owned(1)(2) - ------------------ -------------- ------------------ SOUTHERN NUCLEAR (Continued) J. W. Averett SOUTHERN Common 8,358 J. T. Beckham, Jr. SOUTHERN Common 26,965 L. B. Long SOUTHERN Common 9,315 C. K. McCoy SOUTHERN Common 1,075 J. O. Meier SOUTHERN Common 4,633 David N. Morey SOUTHERN Common 5,546 J. D. Woodard SOUTHERN Common 13,217 The directors, nominees and executive officers of SOUTHERN NUCLEAR as a Group SOUTHERN Common 286,525 shares VARIOUS SOUTHERN SUBSIDIARIES Felicia Bellows SOUTHERN Common 291 Marce Fuller SOUTHERN Common 767 Randall E. Harrison SOUTHERN Common 1,196 Mark Lynch SOUTHERN Common 674 Richard Pittenger SOUTHERN Common 202 Kenneth Rosanski SOUTHERN Common 1,700 Pastor Sanjuro SOUTHERN Common 1,718 James A. Ward SOUTHERN Common 1,969 The directors, nominees and executive officers of VARIOUS SOUTHERN SUBSIDIARIES as a Group SOUTHERN Common 8,516 shares
26 28 ITEM 6. OFFICERS AND DIRECTORS. PART III. 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. Addison, 86,357 shares; Mr. Boren, 984 shares; Mr. Bowden, 5,763 shares; Mr. Dahlberg, 4,278 shares; Mr. Guthrie, 15,720 shares; Mr. Hairston, 1,051 shares; Mr. Harris, 14,215 shares; Mr. Jones, 848 shares; and Mr. Wade, 3,790 shares. Also included are shares of SOUTHERN common stock held by the spouse of the following directors: Mr. Addison, 635 shares and Mr. Harris, 155 shares. (C) TRANSACTIONS WITH MANAGEMENT AND OTHERS. ALABAMA, GEORGIA, GULF, MISSISSIPPI and SAVANNAH are incorporated by reference to page numbers III-36 through III-37 in the SOUTHERN system's combined Form 10-K for the year ended December 31, 1993. 27 29 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 and MISSISSIPPI 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.
Accounts Charged, if any, per Books of Disbursing Name of Company Name of Recipient or Beneficiary Purpose Company Amount($) - --------------- -------------------------------- ------- -------- -------- ALABAMA Alabama Alliance of Business Industry Dues 426 2,500 American Nuclear Energy Council Dues,Support 517 & 426 78,990 Nuclear Management and Resource Council Dues 524 88,500 U. S. Council for Energy Awareness Dues 426 517,042 Business Council of Alabama Dues, Support 930 & 426 2,550,000 Alabama Civil Justice Reform Committee Dues, Assessment 426 36,000 Birmingham Area Chamber of Commerce Support of Program 426 20,000 Birmingham Ecological Association Support of Program 426 200,000 A+ Coalition for Better Education Support of Program 426 3,125 Nature Conservancy Support of Program N/A 25,000 * Dues, Support 506,539, 920, 921 & 426 3,500 Cahaba River Society Dues 506,539, 920 & 921 1,000 GEORGIA American Nuclear Energy Council Dues 524 91,520 Nuclear Management and Resource Council Dues 524 94,842 U.S. Council for Energy Awareness Dues 524 & 426 590,050 Public Affairs Council Dues 930 1,200 Georgia Council for International Visitors Dues 930 1,200 Georgia Conservancy Support of Program N/A 25,000 ** Nature Conservancy Support of Program N/A 33,333 **
* Contribution by the Alabama Power Foundation, Inc. ** Contribution by the Georgia Power Foundation, Inc. 28 30 ITEM 7. CONTRIBUTIONS AND PUBLIC RELATIONS. (CONTINUED)
Accounts Charged, if any, per Books of Disbursing Name of Company Name of Recipient or Beneficiary Purpose Company Amount($) - --------------- -------------------------------- ------- ------- --------- GULF Associated Industries of Florida Membership Dues 930 8,000 Florida Taxwatch, Inc. Support of Program 426 5,000 MISSISSIPPI Business & Industry Political Education Committee Dues 426 & 930 10,500 U. S. Council for Energy Awareness Dues 426 12,726 American Legislative Exchange Council Support of Program 426 1,000 Mississippi Gulf Coast Economic Development Dues 426 1,000 Mississippi Economic Council Dues 426 & 930 2,500 National Safety Council Dues 930 1,105 Greater Biloxi Economic Development Foundation Dues 930 600 Mississippi Business Roundtable Dues 930 5,000 Mississippi Wildlife Federation Dues 930 1,000 Stone County Economic Development Foundation Dues 930 300 Economic Development Authority of Jones County Dues 930 2,500 SAVANNAH Committee for Economic Development Support of Program 426 1,000 Georgia Conservancy Support of Program 426 1,000 Georgia Council on Economic Education Support of Program 426 1,500 The Nature Conservancy of Georgia Support of Program 426 5,923 U.S. Council for Energy Awareness Dues 930 6,863
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. 29 31 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 Sublease of railcars MISSISSIPPI ALABAMA $54,512 Yes Sublease of railcars MISSISSIPPI GEORGIA $302,081 Yes Sublease of railcars MISSISSIPPI GULF $132,632 Yes Sublease of railcars MISSISSIPPI SAVANNAH $45,018 Yes
Note: SEI has agreements with SCS, ALABAMA, GEORGIA, GULF, MISSISSIPPI and SAVANNAH pursuant to which SEI reimburses each of such companies for the full cost of services, personnel and facilities provided to SEI. Pursuant to such agreements, during 1993 SEI reimbursed SCS, ALABAMA, GEORGIA, GULF, MISSISSIPPI and SAVANNAH $18,513,361; $1,108,389; $3,999,295; $20,661; $120,176 and $0, respectively. Part II. None. Part III. SAVANNAH - Lowry Consulting Group, Inc. - Pension Advisors - $40,000 per year. 30 32 ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES
PART I (A) COMPANY, LOCATION AND ADDRESS GENERATION, OWNERSHIP % TRANSMISSION, OWNED DISTRIBUTION GEN TRAN DIST 1. Southern Electric Bahamas Holdings, Ltd. N/A N/A N/A SOUTHERN 100% Atlanta, GA 900 Ashwood Parkway, Suite 500 Atlanta, GA 30338 2. Southern Electric Bahamas, Ltd. N/A N/A N/A Southern Electric 100% Atlanta, GA Bahamas, Holdings, 900 Ashwood Parkway, Suite 500 Ltd. Atlanta, GA 30338 3. Freeport Power Company, Ltd. Note Note Note Southern Electric 50% Freeport, Grand Bahamas, Bahamas (1) (1) (1) Bahamas, Ltd Port Authority Building P.O. Box F-40888 Third Party 50% Freeport, Grand Bahamas, Bahamas 4. SEI Operadora del Argentina, S.A. N/A N/A N/A Southern Electric 99.99% Buenos Aires, Argentina International, Inc. LN Alem 712 - Piso 7 (1001) Buenos Aires, Argentina SEI Holdings, Inc. .01% 5. SEI Holdings, Inc. N/A N/A N/A SOUTHERN 100% Atlanta, GA 900 Ashwood Parkway, Suite 500 Atlanta, GA 30338 6. Asociados de Electricidad, S.A. N/A N/A N/A SEI Holdings, Inc. 99.99% Buenos Aires, Argentina LN Alem 712 - Piso 7 Third Party .01% (1001) Buenos Aires, Argentina 7. SEI y Asociados de Argentina, S.A. N/A N/A N/A SEI Holdings, Inc. 80% Buenos Aires, Argentina Asociados de 14% LN Alem 712 - Piso 7 Electricidad, S.A. (1001) Buenos Aires, Argentina Third Party 6% 8. Hidroelectrica Alicura, S.A. Note N/A N/A SEI y Asociados de 59% Buenos Aires, Argentina (2) Argentina, S.A. LN Alem 712 - Piso 7 (1001) Buenos Aires, Argentina Third Party 41%
31 33
PART I (A) COMPANY, LOCATION AND ADDRESS GENERATION, OWNERSHIP % TRANSMISSION, OWNED DISTRIBUTION GEN TRAN DIST 9. SEI Holdings III, Inc. N/A N/A N/A SOUTHERN 100% Atlanta, GA 900 Ashwood Parkway, Suite 500 Atlanta, GA 30338 10. SEI Chile, S.A. N/A N/A N/A SEI Holdings III, Inc. 99.9% Las Condes, Chile Apoquindo 3721 Third Party .1% Oficina 114 Edificic "Torre Las Condes" Las Condes, Chile 11. Empresa Electrica del Norte Grande, S.A. Note Note N/A SEI Chile, S.A. 38.52% Antofagasta, Chile (3) (3) Avenida Grecia 750 Third Parties 61.48% Casilla 1290 Antofagasta, Chile 12. SEI Holdings IV, Inc. N/A N/A N/A SOUTHERN 100% Atlanta, GA 900 Ashwood Parkway, Suite 500 Atlanta, GA 30338 13. Tesro Holding, B.V. N/A N/A N/A SEI Holdings IV, Inc. 100% Amsterdam, The Netherlands Hoekenrode 6-8 1102 BR Amsterdam The Netherlands 14. SEI Bahamas Piedra del Aguila Electricity, Inc. N/A N/A N/A SEI Holdings IV, Inc. 100% Atlanta, GA 900 Ashwood Parkway, Suite 500 Atlanta, GA 30338 15. SEI Bahamas Piedra del Aguila, Inc. N/A N/A N/A SEI Holdings IV, Inc. 100% Atlanta, GA 900 Ashwood Parkway, Suite 500 Atlanta, GA 30338 16. Inversores de Electricidad, S.A. N/A N/A N/A SEI Holdings IV, Inc. 99.99% Buenos Aires, Argentina LN Alem 712 - Piso 7 Third Party .01% (1001) Buenos Aires, Argentina
32 34
PART I (A) COMPANY, LOCATION AND ADDRESS GENERATION, OWNERSHIP % TRANSMISSION, OWNED DISTRIBUTION GEN TRAN DIST 17. SEI Inversora, S.A. N/A N/A N/A SEI Bahamas Piedra 67.5% Buenos Aires, Argentina del Aguila, Inc. LN Alem 712 - Piso 7 Inversores de 15% Electricidad, S.A. (1001) Buenos Aires, Argentina Third Party 17.5% 18. Southern Electric Wholesale Generators, Inc. N/A N/A N/A SOUTHERN 100% Atlanta, GA 900 Ashwood Parkway, Suite 500 Atlanta, GA 30338 19. Birchwood Development Corp. N/A N/A N/A Southern Electric 100% Atlanta, GA Wholesale Generators, 900 Ashwood Parkway, Suite 500 Inc. Atlanta, GA 30338 20. SEI Birchwood, Inc. N/A N/A N/A Southern Electric 100% Atlanta, GA Wholesale Generators, 900 Ashwood Parkway, Suite 500 Inc. Atlanta, GA 30338 21. SEI Hawaiian Cogenerators, Inc. N/A N/A N/A Southern Electric 100% Atlanta, GA Wholesale Generators, 900 Ashwood Parkway, Suite 500 Inc. Atlanta, GA 30338 22. Birchwood Power Partners, L.P. Note N/A N/A SEI Birchwood, Inc. 98% Atlanta, GA (4) 900 Ashwood Parkway, Suite 500 Birchwood Develop- 2% Atlanta, GA 30338 ment Corp. 23. Kalaeloa Partners, L.P. Note N/A N/A Hawaiian 33.33% Kapolei, HI (5) Cogenerators, Inc. 91-111C Kalaeloa Boulevard Kapolei, HI 96707
33 35 PART I (A) Note (1) The Freeport generating facility consists of three oil-fired steam turbines (one each 15 MW, 18.75 MW, and 39 MW) and two distillate-fired gas turbines (one each 15 MW and 23 MW). The 72 kilometers of 69 kV transmission lines and 1,015 kilometers of 12.5 kV distribution lines serve approximately 14,000 customers on the Grand Bahama Island. Note (2) The Alicura hydroelectric generating facility consists of four 250 MW turbines. Hidroelectrica Alicura operates the facility and sells electricity under a thirty-year concession agreement with the Argentine Government. There are no transmission or distribution facilities owned by the company, other than those located at the generating unit site. Note (3) The Edelnor generating facilities are comprised of 26 diesel units aggregating 61 MW, two hydroelectric units aggregating 10 MW, and one 24 MW gas turbine. The transmission facilities consist of approximately 920 kilometers of transmission lines of 220 kV, 66 kV, and 23 kV. There are no distribution facilities owned by the company. Note (4) The Birchwood generating facility is under construction and scheduled for completion in 1996. The facility will consist of a 220 MW coal-fired facility located in King George County, Virginia. While the equity of the Partnership is currently indirectly owned 100% by SOUTHERN, this equity position must be reduced to not more than 50% by the time of synchronization to meet the requirement of a Qualifying Facility under provisions of the Public Utility Regulatory Policies Act, as amended. Note (5) The Kalaeloa generating facility consists of two 75 MW oil-fired turbines and a 50 MW steam turbine generator. There are no transmission or distribution facilities owned by the partnership, other than those located at the generating unit site. 34 36 ITEM 9 - PART I (B) SOUTHERN's investment in Electric Wholesale Generator (EWG)'s and Foreign Utility Corporation (FUCO)'s at December 31, 1993 is as follows:
Direct Subs Below The Southern Company Southern Company Investment Subsidiaries of Direct Subs Total Equity Debt Southern Electric Wholesale Generators, Inc. $ 14,718,187 $ 2,871,326 $ 11,846,861 SEI Hawaiian Cogenerators, Inc. SEI Birchwood, Inc. Birchwood Development Corp. Birchwood Power Partners, L.P. Kalaeloa Partners, L.P. Southern Electric International, Inc. 13,333 12,000 1,333 SEI Operadora del Argentina, S.A. SEI Holdings, Inc. 206,197,455 188,492,991 17,704,464 Asociados de Electricidad, S.A. SEI y Asociados de Argentina, S.A. Hidroelectrica Alicura, S.A. SEI Operadora del Argentina, S.A. SEI Holdings III, Inc. 72,471,777 46,602,444 25,869,333 SEI Chile, S.A. Empresa Electrica del Norte Grande, S.A. (Edelnor) Southern Electric Bahamas Holdings, Ltd. 36,779,250 31,950,000 4,829,250 Southern Electric Bahamas, Ltd. Freeport Power Company, Ltd. SEI Holdings IV, Inc. 67,794 19,889 47,905 Tesro Holding, B.V. SEI Bahamas Piedra del Aguila Electricity, Inc. SEI Bahamas Piedra del Aguila, Inc. Inversores de Electricidad, S.A. SEI Inversora, S.A. Total $ 330,247,796 $ 269,948,650 $ 60,299,146
No EWG or FUCO has financial obligations or debt for which there is recourse, directly or indirectly, to SOUTHERN or any other system company. Direct or indirect guarantees of security of EWG's and FUCO's by SOUTHERN are as follows: Kalaeloa Partners, Ltd standby equity commitment - $2,500,000. No transfers of assets from any system company to an affiliate EWG or FUCO occurred during 1993, except for the spin-off of certain assets and liabilities by SOUTHERN in the formation of SEWG. SOUTHERN contributed net liabilities of approximately $1.9 million to SEWG, an exempt wholesale generator, consisting primarily of deferred federal income taxes payable relative to projects owned by SEWG subsidiaries. The transfer was made at book value, which approximated market value. 35 37 ITEM 9 - PART I (C)
COMPANY DEBT TO EQUITY EARNINGS 1. Southern Electric Bahamas Holdings, Ltd. .61 to 1 $2,516,000 2. Southern Electric Bahamas, Ltd. .98 to 1 $2,121,000 3. Freeport Power Company, Ltd. * * (b) 4. SEI Operadora del Argentina, S.A. 0 $259,044 5. SEI Holdings, Inc. .35 to 1 ($4,157,436) 6. Asociados de Electricidad, S.A. 0 ($2,127) 7. SEI y Asociados de Argentina, S.A. .23 to 1 $3,880,707 8. Hidroelectrica Alicura, S.A. .21 to 1 $3,598,536 (c) 9. SEI Holdings III, Inc. 1.44 to 1 $326,408 10. SEI Chile, S.A. 35.35 to 1 ($78,736) 11. Empresa Electrica del Norte Grande, S.A. N/A (a) $833,110 (d) 12. SEI Holdings IV, Inc. .67 to 1 $0 13. Tesro Holding, B.V. 0 $0 14. SEI Bahamas Piedra del Aguila Electricity, Inc. 0 $0 15. SEI Bahamas Piedra del Aguila, Inc. 0 $0 16. Inversores de Electricidad, S.A. 0 $0 17. SEI Inversora, S.A. 0 $0 18. Southern Electric Wholesale Generators, Inc. 0 ($585,453) 19. Birchwood Development Corp. 0 ($37) 20. SEI Birchwood, Inc. 0 ($535) 21. SEI Hawaiian Cogenerators, Inc. 0 ($290,421) 22. Birchwood Power Partners, L.P. 0 $0 23. Kalaeloa Partners, L.P. N/A (a) ($446,801)
(a) - Not consolidated, accounted for under the equity method. (b) - (c) - Represents SEI's equity in income from the acquisition date of 8/11/93 through 12/31/93. (d) - Represents SEI's equity in income from the acquisition date of 12/1/93 through 12/31/93. * - Information provided pursuant to Rule 104. 36 38 PART I (D) SEI has entered into contracts with Birchwood Power Partners, L.P. to develop and construct the Birchwood Power Plant in King George County, Virginia. These agreements provide for Birchwood Power Partners, L.P. to pay SEI some $280,000,000 over the duration of the construction project. SEI has also entered into an operations and maintenance agreement under which the base annual fee will be $1.2 million, subject to escalation. Also, SEI has entered into a contract with ABB Energy Services, Inc. to provide certain operations and maintenance services to the Kalaeloa cogeneration facility at Barbers Point, Oahu, Hawaii. SEI is reimbursed for expenses, and is also paid an operations and maintenance fee of approximately $330,000 per year. SEI Operadora de Argentina, S.A. (Operadora) has entered into a contract with Hidroelectrica Alicura, S.A. (Alicura) to provide operating services to the Alicura hydroelectric complex located in Neuguen and Rio Negro Provinces, Argentina. Operadora is reimbursed for expenses, and is also paid a fee equal to 1.5% of the gross annual revenues of Alicura. The fee billed in 1993 was $561,841. 37 39 ITEM 9 - PART II Exhibits H and I, submitted with this filing, are being incorporated by reference. ITEM 9 - PART III SOUTHERN's aggregate investment in EWG's and FUCO's at December 31, 1993 is as follows:
Investment In Southern Company Investment Total Equity Debt Electric Wholesale Generators $ 14,718,187 $ 2,871,326 $ 11,846,861 Foreign Utility Corporations 315,529,609 267,077,324 48,452,285 Total $ 330,247,796 $ 269,948,650 $ 60,299,146
The ratio of aggregate investment (above) to the aggregate capital investment of SOUTHERN in its domestic public-utility subsidiary companies is 0.07. 38 40 THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES INDEX TO FINANCIAL STATEMENTS DECEMBER 31, 1993
Page Number REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS A-1 FINANCIAL STATEMENTS: Consolidating Statement of Income for the Year Ended December 31, 1993 A-2 Consolidating Statement of Cash Flows for the Year Ended December 31, 1993 A-4 Consolidating Balance Sheet at December 31, 1993 A-6 Consolidating Statement of Capitalization at December 31, 1993 A-10 Consolidating Statement of Retained Earnings for the Year Ended December 31, 1993 A-15 Consolidating Statement of Paid-in Capital for the Year Ended December 31, 1993 A-16 Notes to Financial Statements at December 31, 1993 A-17 OTHER FINANCIAL STATEMENTS: ALABAMA consolidated with Columbia Fuels, Inc., (COLUMBIA) A-18 Alabama Property Company (Unaudited; Not consolidated in Parent, ALABAMA) A-23 Columbia Fuels, Inc. (Consolidated in Parent, ALABAMA) A-26 GEORGIA consolidated with Piedmont-Forrest Corporation (PIEDMONT) A-29 Piedmont-Forrest Corporation (Consolidated in Parent, GEORGIA) A-34 EXHIBITS A-37
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, 1993, as filed with the Federal Energy Regulatory Commission. Schedules for SCS are filed as Exhibit F. A 41 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, 1993, and the related consolidated statement of income, retained earnings, paid-in capital, and cash flows for the year then ended (included in the 1993 annual report to the stockholders and incorporated by reference in this Form U5S as Exhibit A-1). 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, 1993, and the results of their operations and their cash flows for the year then ended, in conformity with generally accepted accounting principles. As explained in Notes 2 and 9 to the financial statements included in The Southern Company's 1993 annual report to the stockholders, effective January 1, 1993, The Southern Company changed its methods of accounting for postretirement benefits other than pensions and for income taxes. As more fully discussed in Note 4 to the financial statements included in The Southern Company's 1993 annual report to the stockholders, an uncertainty exists with respect to the actions of the regulators regarding recoverability of the investment in the Rocky Mountain pumped storage hydroelectric project. The outcome of this uncertainty cannot be determined until the related regulatory proceedings are concluded. Accordingly, no provision for any write-down of the costs associated with the Rocky Mountain project resulting from the potential actions of the Georgia Public Service Commission has been made in the financial statements included in The Southern Company's 1993 annual report to the stockholders. /s/ Arthur Andersen & Co. Atlanta, Georgia February 16, 1994 A-1 42 THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES CONSOLIDATING STATEMENT OF INCOME FOR THE YEAR ENDED DECEMBER 31, 1993 (Stated in Thousands of Dollars)
Intercompany Eliminations and Transfers OPERATING REVENUES: Consolidated Add (Deduct) SOUTHERN ALABAMA GEORGIA ------------ ------------- -------- ------- ------- Subsidiary operating companies-- Revenues $8,489,146 $ (17,534) $ - $2,825,634 $4,389,513 Sales to affiliates - (459,767) - 181,975 61,668 SOUTHERN, equity in earnings of subsidiary companies - (1,016,955) 1,016,955 - - ---------- ----------- ---------- ---------- ---------- Total operating revenues 8,489,146 (1,494,256) 1,016,955 3,007,609 4,451,181 ---------- ----------- ---------- ---------- ---------- OPERATING EXPENSES: Operation-- Fuel 2,265,004 - - 877,099 951,507 Purchased power from non-affiliates 335,687 (90) - 15,230 313,170 Purchased power from affiliates - (460,920) - 120,330 194,024 Proceeds from settlement from disputed contracts (2,568) - - (2,568) - Other 1,448,270 (16,922) 17,787 473,383 675,284 Maintenance 652,563 - - 252,506 284,521 Depreciation & amortization 793,482 - - 290,310 379,425 Amortization of deferred Plant Vogtle expenses, net 36,284 - - - 36,284 Taxes other than income taxes 461,430 - 159 178,997 192,671 Federal and state income taxes 733,983 - (1,700) 207,210 452,122 ---------- ----------- ---------- ---------- ---------- Total operating expenses 6,724,135 (477,932) 16,246 2,412,497 3,479,008 ---------- ----------- ---------- ---------- ---------- OPERATING INCOME 1,765,011 (1,016,324) 1,000,709 595,112 972,173 ---------- ----------- ---------- ---------- ---------- OPERATING INCOME (EXPENSES): Allowance for equity funds used during construction 8,985 - - 3,260 3,168 Interest income 30,152 (554) 1,909 20,775 3,806 Other, net (41,342) (7,346) 2,510 (23,293) 16,029 Income taxes - other income 57,216 - - 10,239 37,661 ---------- ----------- ---------- ---------- ---------- INCOME BEFORE INTEREST CHARGES 1,820,022 (1,024,224) 1,005,128 606,093 1,032,837 ---------- ----------- ---------- ---------- ---------- INTEREST CHARGES: Interest on long-term debt 594,746 (237) - 184,861 343,634 Allowance for debt funds used during construction (13,251) - - (2,992) (8,271) Interest on interim obligations 29,831 (9) 3,051 3,760 15,530 Amortization of debt discount, premium, & expense, net 26,295 - - 8,937 14,024 Other interest charges 87,086 - 229 35,474 47,393 ---------- ----------- ---------- ---------- ---------- Net interest charges 724,707 (246) 3,280 230,040 412,310 ---------- ----------- ---------- ---------- ---------- NET INCOME 1,095,315 (1,023,978) 1,001,848 376,053 620,527 Preferred dividends of subsidiary companies 93,467 - - 29,559 50,674 ---------- ----------- ---------- ---------- ---------- NET INCOME AFTER DIVIDENDS ON PREFERRED STOCK OF SUBSIDIARY COMPANIES $1,001,848 $(1,023,978) $1,001,848 $ 346,494 $ 569,853 ========== =========== ========== ========== ========== AVERAGE NUMBER OF SHARES OF COMMON STOCK OUTSTANDING (in thousands) 637,319 EARNINGS PER SHARE OF COMMON STOCK $ 1.57 CASH DIVIDENDS PAID PER SHARE OF COMMON STOCK $ 1.14 Non-Core OPERATING REVENUES: GULF MISSISSIPPI SAVANNAH SEGCO Business(1) ---- ----------- -------- ----- ----------- Subsidiary operating companies-- (Unaudited) Revenues $ 559,976 $ 459,364 $ 216,009 $ 2,486 $ - Sales to affiliates 23,166 15,519 2,433 175,006 - SOUTHERN, equity in earnings of subsidiary companies - - - - - --------- ---------- ---------- -------- ---------- Total operating revenues 583,142 474,883 218,442 177,492 - --------- ---------- ---------- -------- ---------- OPERATING EXPENSES: Operation-- Fuel 170,485 113,986 24,976 121,051 - Purchased power from non-affiliates 4,386 2,198 793 - - Purchased power from affiliates 32,273 58,019 56,274 - - Proceeds from settlement from disputed contracts - - - - - Other 109,164 100,381 45,610 17,067 - Maintenance 46,004 44,001 13,516 12,015 - Depreciation & amortization 55,309 33,099 16,467 9,450 - Amortization of deferred Plant Vogtle expenses, net - - - - - Taxes other than income taxes 40,204 37,145 11,136 1,118 - Federal and state income taxes 32,730 22,668 15,436 4,754 - --------- ---------- ---------- -------- ---------- Total operating expenses 490,555 411,497 184,208 165,455 - --------- ---------- ---------- -------- ---------- OPERATING INCOME 92,587 63,386 34,234 12,037 - --------- ---------- ---------- -------- ---------- OPERATING INCOME (EXPENSES): Allowance for equity funds used during construction 512 1,010 958 77 - Interest income 1,328 517 209 67 29 Other, net 2,582 3,971 (1,841) 52 340 Income taxes - other income (921) (1,158) 1,117 (64) 170 --------- ---------- ---------- -------- ---------- INCOME BEFORE INTEREST CHARGES 96,088 67,726 34,677 12,169 539 --------- ---------- ---------- -------- ---------- INTEREST CHARGES: Interest on long-term debt 31,344 17,688 10,696 3,836 - Allowance for debt funds used during construction (454) (788) (699) (47) - Interest on interim obligations 870 1,000 240 - - Amortization of debt discount, premium, & expense, net 1,412 1,262 535 125 - Other interest charges 2,877 728 340 1 - --------- ---------- ---------- -------- ---------- Net interest charges 36,049 19,890 11,112 3,915 - --------- ---------- ---------- -------- ---------- NET INCOME 60,039 47,836 23,565 8,254 539 Preferred dividends of subsidiary companies 5,728 5,400 2,106 - - --------- ---------- ---------- -------- ---------- NET INCOME AFTER DIVIDENDS ON PREFERRED STOCK OF SUBSIDIARY COMPANIES $ 54,311 $ 42,436 $ 21,459 $ 8,254 $ 539 ========= ========== ========== ======== ========== (1) Includes SDIG and SERC. (Continued on following page.)
A-2 43 THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES CONSOLIDATING STATEMENT OF INCOME FOR THE YEAR ENDED DECEMBER 31, 1993 (Stated in Thousands of Dollars) (Continued)
SEI SEBH SEIH SEIH III SEWG --- ---- ---- -------- ---- OPERATING REVENUES: Subsidiary operating companies-- Revenues $ - $ 21,905 $ 31,937 $ 268 $ (412) Sales to affiliates - - - - - SOUTHERN, equity in earnings of subsidiary companies - - - - - --------- --------- --------- -------- --------- Total operating revenues - 21,905 31,937 268 (412) --------- --------- --------- -------- --------- OPERATING EXPENSES: Operation-- Fuel - 5,900 - - - Purchased power from non-affiliates - - - - - Purchased power from affiliates - - - - - Proceeds from settlement from disputed contracts - - - - - Other - 6,442 19,532 23 519 Maintenance - - - - - Depreciation & amortization - 2,255 7,192 5 (30) Amortization of deferred Plant Vogtle expenses, net - - - - - Taxes other than income taxes - - - - - Federal and state income taxes - - 1,079 - (316) --------- --------- --------- -------- --------- Total operating expenses - 14,597 27,803 28 173 --------- --------- --------- -------- --------- OPERATING INCOME - 7,308 4,134 240 (585) --------- --------- --------- -------- --------- OPERATING INCOME (EXPENSES): Allowance for equity funds used during construction - - - - - Interest income 255 309 1,428 74 - Other, net (27,884) (4,178) (2,629) 345 - Income taxes - other income 10,172 - - - - --------- --------- --------- -------- --------- INCOME BEFORE INTEREST CHARGES (17,457) 3,439 2,933 659 (585) --------- --------- --------- -------- --------- INTEREST CHARGES: Interest on long-term debt 11 923 1,666 324 - Allowance for debt funds used during construction - - - - - Interest on interim obligations - - 5,380 9 - Amortization of debt discount, premium, & expense, net - - - - - Other interest charges - - 44 - - --------- --------- --------- -------- --------- Net interest charges 11 923 7,090 333 - --------- --------- --------- -------- --------- NET INCOME (17,468) 2,516 (4,157) 326 (585) Preferred dividends of subsidiary companies - - - - - --------- --------- --------- -------- --------- NET INCOME AFTER DIVIDENDS ON PREFERRED STOCK OF SUBSIDIARY COMPANIES $ (17,468) $ 2,516 $ (4,157) $ 326 $ (585) ========= ========= ========= ======== =========
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-3 44 THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES CONSOLIDATING STATEMENT OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 1993 (Stated in Thousands of Dollars)
Intercompany Eliminations and Transfers Consolidated Add (Deduct) SOUTHERN ALABAMA GEORGIA GULF ------------ ------------- -------- ------- ------- --- OPERATING ACTIVITIES: Net income after dividends on preferred stock of subsidiary companies $ 1,001,848 $(1,023,978) $1,001,848 $ 346,494 $ 569,853 $ 54,311 Adjustments to reconcile consolidated net income to net cash provided by operating activities -- Depreciation and amortization 1,010,708 - - 356,499 475,152 72,111 Deferred income taxes and investment tax credits 188,996 - - 32,994 150,735 5,347 Allowance for equity funds used during construction (8,985) - - (3,260) (3,168) (512) Deferred Plant Vogtle costs 36,284 - - - 36,284 - Other, net (41,713) 234,422 (241,749) 33,953 (46,227) (864) Changes in current assets and liabilities -- Receivables, net (55,332) 4,785 (49,807) 19,215 27,088 12,867 Prepayments (40,164) (1,473) (1,567) (25,050) (7,267) (765) Fossil fuel stock 146,337 - - 45,847 85,712 8,840 Materials & supplies (2,164) - - 5,783 (3,279) (3,266) Accounts payable 42,578 (40,730) (12,290) 31,544 17,364 5,386 Other (31,489) 108,026 1,096 (62,147) (89,756) (8,739) ----------- ----------- ---------- --------- ----------- -------- NET CASH PROVIDED FROM OPERATING ACTIVITIES 2,246,904 (718,948) 697,531 781,872 1,212,491 144,716 ----------- ----------- ---------- --------- ----------- -------- INVESTING ACTIVITIES: Gross property additions (1,440,603) - - (435,843) (674,432) (78,562) Sales of property 261,687 - - - 261,687 - Foreign utility operations (464,690) 403,609 (267,065) - - - Other (37,548) 37,192 (37,393) (741) (43,154) (5,328) ----------- ----------- ---------- --------- ----------- -------- NET CASH USED IN INVESTING ACTIVITIES (1,681,154) 440,801 (304,458) (436,584) (455,899) (83,890) ----------- ----------- ---------- --------- ----------- -------- FINANCING ACTIVITIES: Proceeds -- Common stock 204,884 (31,984) 204,884 - - - Preferred stock 426,404 - - 158,000 175,000 35,000 First mortgage bonds 2,185,000 - - 860,000 1,135,000 75,000 Other long-term debt 592,367 (69,206) - 180,314 182,425 78,425 Capital contributions - (274,131) - - - 11 Redemptions -- Preferred stock (516,469) - - (207,000) (245,005) (21,060) First mortgage bonds (2,177,719) - - (699,788) (1,337,822) (88,809) Other long-term debt (450,810) - - (181,329) (164,916) (48,386) Interim obligations, net 114,320 3,840 221,700 (156,917) (51,444) (37,947) Payment of common stock dividends (725,572) 758,359 (725,572) (252,900) (402,400) (41,800) Miscellaneous (137,122) (108,683) (28,956) (56,064) (63,648) (6,888) ----------- ----------- ---------- --------- ----------- -------- NET CASH PROVIDED FROM FINANCING ACTIVITIES (484,717) 278,195 (327,944) (355,684) (772,810) (56,454) ----------- ----------- ---------- --------- ----------- -------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 81,033 48 65,129 (10,396) (16,218) 4,372 CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 97,313 - 36,135 13,629 22,114 1,204 ----------- ----------- ---------- --------- ----------- -------- CASH AND CASH EQUIVALENTS AT END OF YEAR $ 178,346 $ 48 $ 101,264 $ 3,233 $ 5,896 $ 5,576 =========== =========== ========== ========= =========== ======== SUPPLEMENTAL CASH FLOW INFORMATION: Cash paid during the year for -- Interest (net of amount capitalized) $ 672,699 $ (375) $ 2,278 $ 176,805 $ 420,107 $ 28,470 Income taxes 530,272 - - 175,591 275,867 27,865 SOUTHERN Non-Core MISSISSIPPI SAVANNAH SEGCO SCS NUCLEAR Business (1) ----------- -------- ----- --- -------- ----------- (Unaudited) OPERATING ACTIVITIES: Net income after dividends on preferred stock of subsidiary companies $ 42,436 $ 21,459 $ 8,254 $ - $ - $ 539 Adjustments to reconcile consolidated net income to net cash provided by operating activities -- Depreciation and amortization 45,660 17,482 10,418 19,571 1,577 9 Deferred income taxes and investment tax credits 5,039 607 (1,271) - - 4 Allowance for equity funds used during construction (1,010) (958) (77) - - - Deferred Plant Vogtle costs - - - - - - Other, net 3,005 2,737 (316) 20,354 5,218 (229) Changes in current assets and liabilities -- Receivables, net (4,347) (16,839) 1,708 (6,118) (4,870) (118) Prepayments (3,003) (15) 160 (389) 1,140 (1) Fossil fuel stock 10,156 (3,524) - - - - Materials & supplies 963 (423) - (792) - - Accounts payable 4,133 18,742 1,231 (11,955) 611 41 Other (5,030) 3,297 39 551 (136) (76) --------- -------- -------- -------- ------- ------ NET CASH PROVIDED FROM OPERATING ACTIVITIES 98,002 42,565 20,146 21,222 3,540 169 --------- -------- -------- -------- ------- ------ INVESTING ACTIVITIES: Gross property additions (139,976) (72,858) (4,641) (21,975) (1,389) (2) Sales of property - - - - - - Foreign utility operations - - - - - - Other 7,562 1,676 2,985 129 (68) 10 --------- -------- -------- -------- ------- ------ NET CASH USED IN INVESTING ACTIVITIES (132,414) (71,182) (1,656) (21,846) (1,457) 8 --------- -------- -------- -------- ------- ------ FINANCING ACTIVITIES: Proceeds -- Common stock - - - - - 5 Preferred stock 23,404 35,000 - - - - First mortgage bonds 70,000 45,000 - - - - Other long-term debt 38,875 14,085 - - - - Capital contributions 30,036 - - 19 102 - Redemptions -- Preferred stock (23,404) (20,000) - - - - First mortgage bonds (51,300) - - - - - Other long-term debt (34,055) (14,441) (7,300) (383) - - Interim obligations, net 9,000 (4,500) - 1,160 - - Payment of common stock dividends (29,000) (21,000) (11,259) - - - Miscellaneous (5,683) (3,400) - - - - --------- -------- -------- -------- ------- ------ NET CASH PROVIDED FROM FINANCING ACTIVITIES 27,873 30,744 (18,559) 796 102 5 --------- -------- -------- -------- ------- ------ NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (6,539) 2,127 (69) 172 2,185 182 CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 7,417 1,788 112 230 3,173 1,055 --------- -------- -------- -------- ------- ------ CASH AND CASH EQUIVALENTS AT END OF YEAR $ 878 $ 3,915 $ 43 $ 402 $ 5,358 $1,237 ========= ======== ======== ======== ======= ====== SUPPLEMENTAL CASH FLOW INFORMATION: Cash paid during the year for -- Interest (net of amount capitalized) $ 15,697 $ 10,712 $ 3,855 $ 10,640 $ 169 $ - Income taxes 29,009 13,947 6,314 - 1,452 - (1) Includes SDIG and SERC.
(Continued on following page.) A-4 45 THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES CONSOLIDATING STATEMENT OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 1993 (Stated in Thousands of Dollars) (Continued)
SEI SEBH SEIH SEIH-III SEWG --- ---- ---- -------- ---- OPERATING ACTIVITIES: Net income after dividends on preferred stock of subsidiary companies $(17,468) $ 2,516 $ (4,157) $ 326 $ (585) Adjustments to reconcile consolidated net income to net cash provided by operating activities -- Depreciation and amortization 2,811 2,255 7,192 - (29) Deferred income taxes and investment tax credits (2,804) - (1,655) - - Allowance for equity funds used during construction - - - - - Deferred Plant Vogtle costs - - - - - Other, net 628 (11,815) (38,211) (40) (2,579) Changes in current assets and liabilities -- Receivables, net (16,376) (5,676) (12,448) (67) (4,329) Prepayments (42) (154) (1,222) (3) (513) Fossil fuel stock - (694) - - - Materials & supplies (62) (1,088) - - - Accounts payable 9,198 2,159 5,671 3,015 8,458 Other 6,402 3,470 9,555 1,959 - -------- -------- --------- -------- ------- NET CASH PROVIDED FROM OPERATING ACTIVITIES (17,713) (9,027) (35,275) 5,190 423 -------- -------- --------- -------- ------- INVESTING ACTIVITIES: Gross property additions - (5,536) (299) (19) (5,071) Sales of property - - - - - Foreign utility operations - (35,943) (475,248) (90,043) - Other (418) - - - - -------- -------- --------- -------- ------- NET CASH USED IN INVESTING ACTIVITIES (418) (41,479) (475,547) (90,062) (5,071) -------- -------- --------- -------- ------- FINANCING ACTIVITIES: Proceeds -- Common stock - 31,950 27 2 - Preferred stock - - - - - First mortgage bonds - - - - - Other long-term debt - 23,773 71,524 67,369 4,783 Capital contributions 8,897 - 188,466 46,600 - Redemptions -- Preferred stock - - - - - First mortgage bonds - - - - - Other long-term debt - - - - - Interim obligations, net - - 129,428 - - Payment of common stock dividends - - - - - Miscellaneous - - 136,200 - - -------- -------- --------- -------- ------- NET CASH PROVIDED FROM FINANCING ACTIVITIES 8,897 55,723 525,645 113,971 4,783 -------- -------- --------- -------- ------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (9,234) 5,217 14,823 29,099 135 CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 10,456 - - - - -------- -------- --------- -------- ------- CASH AND CASH EQUIVALENTS AT END OF YEAR $ 1,222 $ 5,217 $ 14,823 $ 29,099 $ 135 ======== ======== ========= ======== ======= SUPPLEMENTAL CASH FLOW INFORMATION: Cash paid during the year for -- Interest (net of amount capitalized) $ 62 $ 468 $ 3,811 $ - $ - Income taxes - - 227 - -
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-5 46 THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES CONSOLIDATING BALANCE SHEET-- DECEMBER 31, 1993 (Stated in Thousands of Dollars)
Intercompany Eliminations and Transfers ASSETS Consolidated Add (Deduct) SOUTHERN ALABAMA GEORGIA ------ ------------ ------------- -------- ------- ------- UTILITY PLANT: Plant in service $ 27,686,539 $ - $ - $ 9,757,141 $ 13,743,521 Less accumulated provision for depreciation 8,933,717 - - 3,384,156 3,822,344 --------------- --------------- ------------- ------------- -------------- 18,752,822 - - 6,372,985 9,921,177 Nuclear fuel, at amortized cost 229,293 - - 93,551 135,742 Construction work in progress 1,031,240 - - 225,786 584,013 --------------- --------------- ------------- ------------- -------------- Total 20,013,355 - - 6,692,322 10,640,932 --------------- --------------- ------------- ------------- -------------- OTHER PROPERTY AND INVESTMENTS: Investments in and advances to consolidated subsidiary companies, stated at equity - (7,813,029) 7,738,627 29,201 29,201 Foreign utility operations, being amortized 558,960 (344) - - - Nuclear decommissioning trusts 87,487 - - 49,550 37,937 Miscellaneous 89,425 (8,435) 8,724 20,434 31,941 --------------- --------------- ------------- ------------- -------------- Total 735,872 (7,821,808) 7,747,351 99,185 99,079 --------------- --------------- ------------- ------------- -------------- CURRENT ASSETS: Cash and cash equivalents 178,346 48 101,264 3,233 5,896 Receivables-- Customer accounts receivable 918,330 (12,975) - 312,090 486,947 Affiliated companies - (324,651) 62,565 39,971 14,832 Other accounts and notes receivable 237,511 4,373 1,240 49,053 117,249 Accumulated provision for uncollectible accounts (9,067) - - (2,632) (4,300) Refundable federal income tax - (14,161) - 11,940 - Fossil fuel stock, at average cost 241,051 - - 88,481 111,620 Materials and supplies, at average cost 547,697 12,975 - 176,728 287,551 Prepayments 147,915 (23,510) 2,627 79,207 65,269 Vacation pay deferred 73,074 - - 22,680 41,575 --------------- --------------- ------------- ------------- -------------- Total 2,334,857 (357,901) 167,696 780,751 1,126,639 --------------- --------------- ------------- ------------- -------------- DEFERRED CHARGES: Deferred charges related to income taxes 1,546,338 - - 469,010 992,510 Deferred Plant Vogtle costs 506,980 - - - 506,980 Debt expense, being amortized 32,783 - - 7,064 20,730 Premium on reacquired debt, being amortized 287,732 - - 102,634 153,146 Deferred fuel charges 70,404 - - - - Nuclear decontamination and decommissioning fund 86,342 - - 45,554 40,788 Miscellaneous 295,994 (19,253) 814 52,163 155,306 --------------- --------------- ------------- ------------- -------------- Total 2,826,573 (19,253) 814 676,425 1,869,460 --------------- --------------- ------------- ------------- -------------- TOTAL ASSETS $ 25,910,657 $ (8,198,962) $ 7,915,861 $ 8,248,683 $ 13,736,110 =============== =============== ============= ============= ============== ASSETS GULF MISSISSIPPI SAVANNAH SEGCO SCS ------ ---- ----------- -------- ----- --- UTILITY PLANT: Plant in service $ 1,611,704 $ 1,238,847 $ 622,521 $ 301,713 $ 281,412 Less accumulated provision for depreciation 610,542 462,725 251,565 175,943 155,817 ----------- ------------- ---------- ---------- ---------- 1,001,162 776,122 370,956 125,770 125,595 Nuclear fuel, at amortized cost - - - - - Construction work in progress 34,591 108,063 49,797 4,778 13,248 ----------- ------------- ---------- ---------- ---------- Total 1,035,753 884,185 420,753 130,548 138,843 ----------- ------------- ---------- ---------- ---------- OTHER PROPERTY AND INVESTMENTS: Investments in and advances to consolidated subsidiary companies, stated at equity - - - - - Foreign utility operations, being amortized - - - - - Nuclear decommissioning trusts - - - - - Miscellaneous 13,242 11,289 1,793 51 2,794 ----------- ------------- ---------- ---------- ---------- Total 13,242 11,289 1,793 51 2,794 ----------- ------------- ---------- ---------- ---------- CURRENT ASSETS: Cash and cash equivalents 5,576 878 3,915 43 402 Receivables-- Customer accounts receivable 73,005 31,816 25,663 - - Affiliated companies 1,241 6,698 12,924 41,981 70,829 Other accounts and notes receivable 5,904 5,581 790 - 24,165 Accumulated provision for uncollectible accounts (447) (737) (762) - - Refundable federal income tax - - - 3 - Fossil fuel stock, at average cost 20,652 11,185 8,419 - - Materials and supplies, at average cost 36,390 21,145 9,358 - 2,389 Prepayments 2,160 7,843 4,849 176 4,059 Vacation pay deferred 4,022 4,797 - - - ----------- ------------- ---------- ---------- ---------- Total 148,503 89,206 65,156 42,203 101,844 ----------- ------------- ---------- ---------- ---------- DEFERRED CHARGES: Deferred charges related to income taxes 31,334 25,267 24,890 3,327 - Deferred Plant Vogtle costs - - - - - Debt expense, being amortized 3,693 1,103 - 164 29 Premium on reacquired debt, being amortized 17,554 10,563 3,792 43 - Deferred fuel charges 52,884 17,520 - - - Nuclear decontamination and decommissioning fund - - - - - Miscellaneous 4,846 10,073 10,803 1,281 614 ----------- ------------- ---------- ---------- ---------- Total 110,311 64,526 39,485 4,815 643 ----------- ------------- ---------- ---------- ---------- TOTAL ASSETS $ 1,307,809 $ 1,049,206 $ 527,187 $ 177,617 $ 244,124 =========== ============= ========== ========== ========== SOUTHERN Non-Core ASSETS NUCLEAR Business(1) ------ ------- ----------- (Unaudited) UTILITY PLANT: Plant in service $ 12,514 $ 1 Less accumulated provision for depreciation 7,062 - ---------- --------- 5,452 1 Nuclear fuel, at amortized cost - - Construction work in progress - - ---------- --------- Total 5,452 1 ---------- --------- OTHER PROPERTY AND INVESTMENTS: Investments in and advances to consolidated subsidiary companies, stated at equity - - Foreign utility operations, being amortized - - Nuclear decommissioning trusts - - Miscellaneous 1,895 116 ---------- --------- Total 1,895 116 ---------- --------- CURRENT ASSETS: Cash and cash equivalents 5,358 1,237 Receivables-- Customer accounts receivable - - Affiliated companies 58,115 41 Other accounts and notes receivable 24 67 Accumulated provision for uncollectible accounts - - Refundable federal income tax - 72 Fossil fuel stock, at average cost - - Materials and supplies, at average cost - - Prepayments 2,020 1,083 Vacation pay deferred - - Total 65,517 2,500 DEFERRED CHARGES: Deferred charges related to income taxes - - Deferred Plant Vogtle costs - - Debt expense, being amortized - - Premium on reacquired debt, being amortized - - Deferred fuel charges - - Nuclear decontamination and decommissioning fund - - Miscellaneous 18,827 - ---------- --------- Total 18,827 - ---------- --------- TOTAL ASSETS $ 91,691 $ 2,617 ========== ========= (1) Includes SDIG and SERC. (Continued on following page.)
A-6 47 THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES CONSOLIDATING BALANCE SHEET-- DECEMBER 31, 1993 (Stated in Thousands of Dollars) (Continued)
ASSETS SEI SEBH SEIH SEIH-III SEWG ------ --- ---- ---- -------- ---- UTILITY PLANT: Plant in service $ - $116,814 $ 299 $ 19 $ 33 Less accumulated provision for depreciation - 63,563 - - - ------- -------- -------- -------- ------- - 53,251 299 19 33 Nuclear fuel, at amortized cost - - - - - Construction work in progress - 1,515 - - 9,449 ------- -------- -------- -------- ------- Total - 54,766 299 19 9,482 ------- -------- -------- -------- ------- OTHER PROPERTY AND INVESTMENTS: Investments in and advances to consolidated subsidiary companies, stated at equity - 16,000 - - - Foreign utility operations, being amortized - - 469,261 90,043 - Nuclear decommissioning trusts - - - - - Miscellaneous 3,670 - - - 1,911 ------- -------- -------- -------- ------- Total 3,670 16,000 469,261 90,043 1,911 ------- -------- -------- -------- ------- CURRENT ASSETS: Cash and cash equivalents 1,222 5,217 14,823 29,099 135 Receivables-- Customer accounts receivable - 1,784 - - - Affiliated companies 11,985 88 - - 3,381 Other accounts and notes receivable 12,746 3,804 12,448 67 - Accumulated provision for uncollectible accounts (189) - - - - Refundable federal income tax 1,198 - - - 948 Fossil fuel stock, at average cost - 694 - - - Materials and supplies, at average cost 73 1,088 - - - Prepayments 240 154 1,222 3 513 Vacation pay deferred - - - - - ------- -------- -------- -------- ------- Total 27,275 12,829 28,493 29,169 4,977 ------- -------- -------- -------- ------- DEFERRED CHARGES: Deferred charges related to income taxes - - - - - Deferred Plant Vogtle costs - - - - - Debt expense, being amortized - - - - - Premium on reacquired debt, being amortized - - - - - Deferred fuel charges - - - - - Nuclear decontamination and decommissioning fund - - - - - Miscellaneous 12,113 - 48,367 40 - ------- -------- -------- -------- ------- Total 12,113 - 48,367 40 - ------- -------- -------- -------- ------- TOTAL ASSETS $43,058 $ 83,595 $546,420 $119,271 $16,370 ======= ======== ======== ======== =======
(Continued on following page.) A-7 48 THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES CONSOLIDATING BALANCE SHEET--DECEMBER 31, 1993 (Stated in Thousands of Dollars) (Continued)
Intercompany Eliminations and Transfers CAPITALIZATION AND LIABILITIES Consolidated Add (Deduct) SOUTHERN ALABAMA GEORGIA GULF ------------------------------ ------------ ------------- -------- ------- ------- ---- CAPITALIZATION (see accompanying statements): Common stock equity $ 7,684,219 $(7,798,901) $7,684,219 $2,526,348 $ 4,045,458 $ 414,196 Preferred stock 1,332,203 - - 440,400 692,787 89,602 Preferred stock subject to mandatory redemption 1,000 - - - - 1,000 Long-term debt 7,411,455 (74,206) - 2,362,852 4,031,387 369,259 ----------- ----------- ---------- ---------- ----------- ---------- Total 16,428,877 (7,873,107) 7,684,219 5,329,600 8,769,632 874,057 ----------- ----------- ---------- ---------- ----------- ---------- CURRENT LIABILITIES: Preferred stock due within one year 1,000 - - - - 1,000 Long-term debt due within one year 155,638 - - 58,998 10,543 41,552 Notes payable 865,381 (4,000) 221,700 40,000 406,700 6,053 Commercial paper 75,527 - - - 75,527 - Accounts payable-- Affiliated companies - (228,626) 1,495 62,467 38,115 18,560 Other 697,749 (1,274) 4,668 272,531 285,929 20,139 Customer deposits 102,822 - - 31,198 45,922 15,082 Taxes accrued-- Federal and state income 34,023 (37,701) - 25,730 31,639 10,330 Other 171,673 - 130 14,414 121,854 2,685 Interest accrued 186,057 (279) 1,051 52,809 110,497 5,420 Vacation pay accrued 90,206 - - 22,680 40,060 4,022 Miscellaneous 190,638 (142) - 50,426 64,527 9,367 ----------- ----------- ---------- ---------- ----------- ---------- Total 2,570,714 (272,022) 229,044 631,253 1,231,313 134,210 ----------- ----------- ---------- ---------- ----------- ---------- DEFERRED CREDITS AND OTHER LIABILITIES: Accumulated deferred income taxes 3,978,889 (30,591) - 1,165,127 2,479,720 151,743 Deferred credits related to income taxes 1,050,512 - - 441,240 452,819 76,876 Accumulated deferred investment tax credits 900,203 - - 329,909 478,334 40,770 Disallowed Plant Vogtle capacity buyback costs 63,067 - - - 63,067 - Prepaid capacity revenues, net 143,762 - - 143,762 - - Nuclear decontamination and decommissioning fund 97,637 - - 39,644 57,993 - Miscellaneous 676,996 (23,242) 2,598 168,148 203,232 30,153 ----------- ----------- ---------- ---------- ----------- ---------- Total 6,911,066 (53,833) 2,598 2,287,830 3,735,165 299,542 ----------- ----------- ---------- ---------- ----------- ---------- TOTAL CAPITALIZATION AND LIABILITIES $25,910,657 $(8,198,962) $7,915,861 $8,248,683 $13,736,110 $1,307,809 =========== =========== ========== ========== =========== ========== SOUTHERN Non-Core CAPITALIZATION AND LIABILITIES MISSISSIPPI SAVANNAH SEGCO SCS NUCLEAR Business (1) ------------------------------ ----------- -------- ----- --- -------- ------------ (Unaudited) CAPITALIZATION (see accompanying statements): Common stock equity $ 321,768 $154,269 $ 58,402 $ 781 $ 1,532 $2,553 Preferred stock 74,414 35,000 - - - - Preferred stock subject to mandatory redemption - - - - - - Long-term debt 250,391 151,338 84,078 74,476 5,000 - ---------- -------- -------- -------- ------- ------ Total 646,573 340,607 142,480 75,257 6,532 2,553 ---------- -------- -------- -------- ------- ------ CURRENT LIABILITIES: Preferred stock due within one year - - - - - - Long-term debt due within one year 19,345 4,499 - 10,132 - - Notes payable 40,000 3,000 - 22,500 - - Commercial paper - - - - - - Accounts payable-- Affiliated companies 10,197 6,041 10,916 41,000 20,386 43 Other 50,731 24,401 101 18,538 6,160 - Customer deposits 2,786 4,714 - - - - Taxes accrued-- Federal and state income 186 342 1,496 - 73 21 Other 26,952 1,187 326 150 368 - Interest accrued 4,237 6,730 820 128 43 - Vacation pay accrued 4,797 1,638 - 11,166 5,082 - Miscellaneous 9,323 8,703 256 21,823 6,976 - ---------- -------- -------- -------- ------- ------ Total 168,554 61,255 13,915 125,437 39,088 64 ---------- -------- -------- -------- ------- ------ DEFERRED CREDITS AND OTHER LIABILITIES: Accumulated deferred income taxes 123,206 66,947 12,867 - - - Deferred credits related to income taxes 48,228 26,173 5,176 - - - Accumulated deferred investment tax credits 32,710 15,301 3,179 - - - Disallowed Plant Vogtle capacity buyback costs - - - - - - Prepaid capacity revenues, net - - - - - - Nuclear decontamination and decommissioning fund - - - - - - Miscellaneous 29,935 16,904 - 43,430 46,071 - ---------- -------- -------- -------- ------- ------ Total 234,079 125,325 21,222 43,430 46,071 - ---------- -------- -------- -------- ------- ------ TOTAL CAPITALIZATION AND LIABILITIES $1,049,206 $527,187 $177,617 $244,124 $91,691 $2,617 ========== ======== ======== ======== ======= ====== (1) Includes SDIG and SERC.
(Continued on following page.) A-8 49 THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES CONSOLIDATING BALANCE SHEET--DECEMBER 31, 1993 (Stated in Thousands of Dollars) (Continued)
CAPITALIZATION AND LIABILITIES SEI SEBH SEIH SEIH-III SEWG ------------------------------ --- ---- ---- -------- ---- CAPITALIZATION (see accompanying statements): Common stock equity $ 8,449 $34,466 $184,336 $ 46,928 $ (585) Preferred stock - - - - - Preferred stock subject to mandatory redemption - - - - - Long-term debt - 20,890 63,838 67,369 4,783 ------- ------- -------- -------- ------- Total 8,449 55,356 248,174 114,297 4,198 ------- ------- -------- -------- ------- CURRENT LIABILITIES: Preferred stock due within one year - - - - - Long-term debt due within one year - 2,883 7,686 - - Notes payable - - 129,428 - - Commercial paper - - - - - Accounts payable-- Affiliated companies 6,066 - 3,107 2,975 7,258 Other 9,862 2,159 2,564 40 1,200 Customer deposits - 3,120 - - - Taxes accrued-- Federal and state income 111 - 1,796 - - Other 41 - 3,566 - - Interest accrued - 231 4,036 334 - Vacation pay accrued 761 - - - - Miscellaneous 17,478 119 157 1,625 - ------- ------- -------- -------- ------- Total 34,319 8,512 152,340 4,974 8,458 ------- ------- -------- -------- ------- DEFERRED CREDITS AND OTHER LIABILITIES: Accumulated deferred income taxes - - 6,964 - 2,906 Deferred credits related to income taxes - - - - - Accumulated deferred investment tax credits - - - - - Disallowed Plant Vogtle capacity buyback costs - - - - - Prepaid capacity revenues, net - - - - - Nuclear decontamination and decommissioning fund - - - - - Miscellaneous 290 19,727 138,942 - 808 ------- ------- -------- -------- ------- Total 290 19,727 145,906 - 3,714 ------- ------- -------- -------- ------- TOTAL CAPITALIZATION AND LIABILITIES $43,058 $83,595 $546,420 $119,271 $16,370 ======= ======= ======== ======== =======
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-9 50 THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES CONSOLIDATING STATEMENT OF CAPITALIZATION--DECEMBER 31, 1993 (Stated in Thousands of Dollars)
Intercompany Eliminations and Transfers Consolidated Add (Deduct) SOUTHERN ALABAMA GEORGIA GULF ------------ ------------- -------- ------- ------- ---- COMMON STOCK EQUITY: Common stock, par value $5 per share Authorized -- 1,000,000,000 shares Outstanding -- 642,661,658 shares $3,213,308 $ - $3,213,308 $ - $ - $ - Common stock of subsidiaries - (699,759) - 224,358 344,250 38,060 Paid-in capital 1,502,193 (4,447,485) 1,503,205 1,304,645 2,384,348 218,282 Premium on preferred stock 1,012 - - 146 413 81 Additional minimum liability for under-funded pension obligation - 2,121 - - - - Retained earnings 2,967,706 (2,653,778) 2,967,706 997,199 1,316,447 157,773 ---------- ----------- ---------- ---------- ---------- -------- Total common stock equity 7,684,219 (7,798,901) 7,684,219 2,526,348 4,045,458 414,196 ---------- ----------- ---------- ---------- ---------- -------- CUMULATIVE PREFERRED STOCK OF SUBSIDIARIES (See note on page A-14): $100 par or stated value-- 4.20% to 5.96% 199,299 - - 77,400 95,787 15,102 6.32% to 7.88% 205,404 - - 5,000 127,000 10,000 $25 par or stated value-- $1.90 to $2.125 295,000 - - - 295,000 - 6.40% to 7.60% 322,500 - - 238,000 - 49,500 Auction rates--at January 1, 1994; 2.72% to 2.92% 70,000 - - 70,000 - - Adjustable rates--at January 1, 1994; 4.80% to 5.42% 240,000 - - 50,000 175,000 15,000 ---------- ----------- ---------- ---------- ---------- -------- Total (annual dividend requirement--$85,332) 1,332,203 - - 440,400 692,787 89,602 ---------- ----------- ---------- ---------- ---------- -------- CUMULATIVE PREFERRED STOCK OF SUBSIDIARIES SUBJECT TO MANDATORY REDEMPTION (See note on page A-14): $100 par value-- 11.36% (annual dividend requirement--$227) 2,000 - - - - 2,000 Less amount due within one year 1,000 - - - - 1,000 ---------- ----------- ---------- ---------- ---------- -------- Total excluding amount due within one year 1,000 - - - - 1,000 ---------- ----------- ---------- ---------- ---------- -------- SOUTHERN Non-Core MISSISSIPPI SAVANNAH SEGCO SCS NUCLEAR Business (1) ----------- -------- ----- --- -------- ------------ (Unaudited) COMMON STOCK EQUITY: Common stock, par value $5 per share Authorized -- 1,000,000,000 shares Outstanding -- 642,661,658 shares $ - $ - $ - $ - $ - $ - Common stock of subsidiaries 37,691 54,223 328 725 10 6 Paid-in capital 154,362 8,688 32,472 56 1,522 7,243 Premium on preferred stock 372 - - - - - Additional minimum liability for under-funded pension obligation - (2,121) - - - - Retained earnings 129,343 93,479 25,602 - - (4,696) -------- -------- ------- ---- ------ ------- Total common stock equity 321,768 154,269 58,402 781 1,532 2,553 -------- -------- ------- ---- ------ ------- CUMULATIVE PREFERRED STOCK OF SUBSIDIARIES (See note on page A-14): $100 par or stated value-- 4.20% to 5.96% 11,010 - - - - - 6.32% to 7.88% 63,404 - - - - - $25 par or stated value-- $1.90 to $2.125 - - - - - - 6.40% to 7.60% - 35,000 - - - - Auction rates--at January 1, 1994; 2.72% to 2.92% - - - - - - Adjustable rates--at January 1, 1994; 4.80% to 5.42% - - - - - - -------- -------- ------- ---- ------ ------- Total (annual dividend requirement--$85,332) 74,414 35,000 - - - - -------- -------- ------- ---- ------ ------- CUMULATIVE PREFERRED STOCK OF SUBSIDIARIES SUBJECT TO MANDATORY REDEMPTION (See note on page A-14): $100 par value-- 11.36% (annual dividend requirement--$227) - - - - - - Less amount due within one year - - - - - - -------- -------- ------- ---- ------ ------- Total excluding amount due within one year - - - - - - -------- -------- ------- ---- ------ ------- (1) Includes SDIG and SERC.
(Continued on following page.) A-10 51 THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES CONSOLIDATING STATEMENT OF CAPITALIZATION--DECEMBER 31, 1993 (Stated in Thousands of Dollars) (Continued)
SEI SEBH SEIH SEIH-III SEWG --- ---- ---- -------- ---- COMMON STOCK EQUITY: Common stock, par value $5 per share Authorized -- 1,000,000,000 shares Outstanding -- 642,661,658 shares $ - $ - $ - $ - $ - Common stock of subsidiaries 100 5 1 1 1 Paid-in capital 67,817 31,945 188,492 46,601 - Premium on preferred stock - - - - - Additional minimum liability for under-funded pension obligation - - - - - Retained earnings (59,468) 2,516 (4,157) 326 (586) -------- ------- -------- ------- ----- Total common stock equity 8,449 34,466 184,336 46,928 (585) -------- ------- -------- ------- ----- CUMULATIVE PREFERRED STOCK OF SUBSIDIARIES (See note on page A-14): $100 par or stated value-- 4.20% to 5.96% - - - - - 6.32% to 7.88% - - - - - $25 par or stated value-- $1.90 to $2.125 - - - - - 6.40% to 7.60% - - - - - Auction rates--at January 1, 1994; 2.72% to 2.92% - - - - - Adjustable rates--at January 1, 1994; 4.80% to 5.42% - - - - - -------- ------- -------- ------- ----- Total (annual dividend requirement--$85,332) - - - - - -------- ------- -------- ------- ----- CUMULATIVE PREFERRED STOCK OF SUBSIDIARIES SUBJECT TO MANDATORY REDEMPTION (See note on page A-14): $100 par value-- 11.36% (annual dividend requirement--$227) - - - - - Less amount due within one year - - - - - -------- ------- -------- ------- ----- Total excluding amount due within one year - - - - - -------- ------- -------- ------- -----
(Continued on following page.) A-11 52 THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES CONSOLIDATING STATEMENT OF CAPITALIZATION--DECEMBER 31, 1993 (Stated in Thousands of Dollars) (Continued)
Intercompany Eliminations and Transfers Consolidated Add (Deduct) SOUTHERN ALABAMA GEORGIA GULF ------------ ------------- -------- ------- ------- ---- LONG-TERM DEBT: First mortgage bonds of subsidiaries-- Maturity Interest Rates ----------------------- ---------------- 1994 4-5/8% 25,715 - - - - 12,000 1995 4-3/4% to 5-1/8% 141,000 - - - 130,000 - 1996 4-1/2% to 6% 235,000 - - 60,000 150,000 15,000 1997 5-7/8% 25,000 - - - - 25,000 1998 5% to 9.2% 249,486 - - 50,000 100,000 64,486 1999 through 2003 6% to 7% 1,580,000 - - 670,000 820,000 30,000 2004 through 2008 6-7/8% to 9% 230,050 - - 175,000 50,000 5,050 2014 through 2018 10% to 10-5/8% 84,959 - - 15,243 69,716 - 2019 through 2023 7.30% to 9-3/8% 1,908,700 - - 900,000 760,000 50,000 2032 Variable rates 200,000 - - - 200,000 - ----------- ----------- ---------- ---------- ---------- -------- Total first mortgage bonds 4,679,910 - - 1,870,243 2,279,716 201,536 Other long-term debt 2,961,597 (74,206) - 582,554 1,796,308 212,375 Unamortized debt premium (discount), net (74,414) - - (30,947) (34,094) (3,100) ----------- ----------- ---------- ---------- ---------- -------- Total long-term debt (annual interest requirement--$580,516) 7,567,093 (74,206) - 2,421,850 4,041,930 410,811 Less amount due within one year 155,638 - - 58,998 10,543 41,552 ----------- ----------- ---------- ---------- ---------- -------- Long-term debt excluding amount due within one year 7,411,455 (74,206) - 2,362,852 4,031,387 369,259 ----------- ----------- ---------- ---------- ---------- -------- TOTAL CAPITALIZATION $16,428,877 $(7,873,107) $7,684,219 $5,329,600 $8,769,632 $874,057 =========== =========== ========== ========== ========== ======== SOUTHERN Non-Core MISSISSIPPI SAVANNAH SEGCO SCS NUCLEAR Business(1) ----------- -------- ----- --- -------- -------- (Unaudited) LONG-TERM DEBT: First mortgage bonds of subsidiaries-- Maturity Interest Rates ----------------------- ---------------- 1994 4-5/8% 10,000 3,715 - - - - 1995 4-3/4% to 5-1/8% 11,000 - - - - - 1996 4-1/2% to 6% 10,000 - - - - - 1997 5-7/8% - - - - - - 1998 5% to 9.2% 35,000 - - - - - 1999 through 2003 6% to 7% 40,000 20,000 - - - - 2004 through 2008 6-7/8% to 9% - - - - - - 2014 through 2018 10% to 10-5/8% - - - - - - 2019 through 2023 7.30% to 9-3/8% 83,700 115,000 - - - - 2032 Variable rates - - - - - - -------- -------- -------- ------- ------ ------ Total first mortgage bonds 189,700 138,715 - - - - Other long-term debt 82,843 20,266 84,400 84,608 5,000 - Unamortized debt premium (discount), net (2,807) (3,144) (322) - - - -------- -------- -------- ------- ------ ------ Total long-term debt (annual interest requirement--$580,516) 269,736 155,837 84,078 84,608 5,000 - Less amount due within one year 19,345 4,499 - 10,132 - - -------- -------- -------- ------- ------ ------ Long-term debt excluding amount due within one year 250,391 151,338 84,078 74,476 5,000 - -------- -------- -------- ------- ------ ------ TOTAL CAPITALIZATION $646,573 $340,607 $142,480 $75,257 $6,532 $2,553 ======== ======== ======== ======= ====== ====== (1) Includes SDIG and SERC.
(Continued on following page.) A-12 53 THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES CONSOLIDATING STATEMENT OF CAPITALIZATION--DECEMBER 31, 1993 (Stated in Thousands of Dollars) (Continued)
SEI SEBH SEIH SEIH-III SEWG --- ---- ---- -------- ---- LONG-TERM DEBT: First mortgage bonds of subsidiaries-- Maturity Interest Rates ------------------------ ----------------------- 1994 4-5/8% - - - - - 1995 4-3/4% to 5-1/8% - - - - - 1996 4-1/2% to 6% - - - - - 1997 5-7/8% - - - - - 1998 5% to 9.2% - - - - - 1999 through 2003 6% to 7% - - - - - 2004 through 2008 6-7/8% to 9% - - - - - 2014 through 2018 10% to 10-5/8% - - - - - 2019 through 2023 7.30% to 9-3/8% - - - - - 2032 Variable rates - - - - - ------ ------- -------- -------- ------ Total first mortgage bonds - - - - - Other long-term debt - 23,773 71,524 67,369 4,783 Unamortized debt premium (discount), net - - - - - ------ ------- -------- -------- ------ Total long-term debt (annual interest requirement--$580,516) - 23,773 71,524 67,369 4,783 Less amount due within one year - 2,883 7,686 - - ------ ------- -------- -------- ------ Long-term debt excluding amount due within one year - 20,890 63,838 67,369 4,783 ------ ------- -------- -------- ------ TOTAL CAPITALIZATION $8,449 $55,356 $248,174 $114,297 $4,198 ====== ======= ======== ======== ======
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-13 54 THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES CONSOLIDATING STATEMENT OF CAPITALIZATION--DECEMBER 31, 1993 (CONTINUED) NOTE TO CONSOLIDATING STATEMENT OF CAPITALIZATION: Shares authorized, shares outstanding and redemption prices of the preferred stock 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 1,992,993 $102.18 to $110.00 6.32% to 7.88% 2,054,040 2,054,040 $101.82 to $108.32* Undesignated 6,656,600 - - $25 par or stated value-- $1.90 to $2.125 11,800,000 11,800,000 $26.90* to $27.13* 6.40% to 7.60% 12,900,000 12,900,000 $26.60* to $26.90* Adjustable rate--at 1/1/94: 4.80%-1993 Series 600,000 600,000 $ 26.25* 4.95%-Series of 1993 2,000,000 2,000,000 $ 26.25* 5.42%-First Series of 1993 3,000,000 3,000,000 $ 27.50* 4.98%-Second Series of 1993 4,000,000 4,000,000 $ 27.50* Undesignated 32,000,000 - - $1 Par Value--Undesignated 15,479,800 - - Auction rate--at 1/1/94: 2.92% $100 Stated Capital 500,000 500,000 $ 100 Auction rate--at 1/1/94: 2.72% $100,000 Stated Capital 200 200 $ 100,000 $10 Par or Stated Value-- Undesignated 7,420,000 - - Cumulative Preferred Stock Subject to Mandatory Redemption, $100 par value-- 11.36% 20,000 20,000 $ 105.68*
*Amount of premium in excess of par or stated value reduces in future years. **Plus accrued dividends in each case. A-14 55 THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES CONSOLIDATING STATEMENT OF RETAINED EARNINGS FOR THE YEAR ENDED DECEMBER 31, 1993 (Stated in Thousands of Dolllars)
Intercompany Eliminations and Transfers Consolidated Add (Deduct) SOUTHERN ALABAMA GEORGIA GULF ------------ ------------- -------- ------- ------- ---- BALANCE, December 31, 1992 $2,720,670 $(2,415,254) $2,720,670 $ 914,148 $1,159,380 $146,771 ADD: Net income after dividends on preferred stock of subsidiary companies 1,001,848 (1,023,978) 1,001,848 346,494 569,853 54,311 ---------- ----------- ---------- ---------- ---------- -------- 3,722,518 (3,439,232) 3,722,518 1,260,642 1,729,233 201,082 DEDUCT (ADD): Cash dividends paid-- On common stock of SOUTHERN at a quarterly rate of 28-1/2 cents per share 725,572 - 725,572 - - - On common stock of subsidiary companies - (758,358) - 252,900 402,400 41,800 Common and preferred stock transactions, net 29,240 (27,096) 29,240 10,543 10,386 1,509 ---------- ----------- ---------- ---------- ---------- -------- BALANCE, December 31, 1993 $2,967,706 $(2,653,778) $2,967,706 $ 997,199 $1,316,447 $157,773 ========== =========== ========== ========== ========== ======== Non-Core MISSISSIPPI SAVANNAH SEGCO Business(1) SEI SEBH SEIH SEIH-III SEWG ----------- -------- ----- -------- --- ---- ---- -------- ---- (Unaudited) BALANCE, December 31, 1992 $118,429 $ 95,155 $28,606 ($5,235) ($42,000) $ - $ - $ - $ - ADD: Net income after dividends on preferred stock of subsidiary companies 42,436 21,459 8,254 539 (17,468) 2,516 (4,157) 326 (585) -------- -------- ------- ------- -------- ------ ------- ---- ----- 160,865 116,614 36,860 (4,696) (59,468) 2,516 (4,157) 326 (585) DEDUCT (ADD): Cash dividends paid-- On common stock of SOUTHERN at a quarterly rate of 28-1/2 cents per share - - - - - - - - - On common stock of subsidiary companies 29,000 21,000 11,258 - - - - - - Common and preferred stock transactions, net 2,522 2,135 - - - - - - 1 -------- -------- ------- ------- -------- ------ ------- ---- ----- BALANCE, December 31, 1993 $129,343 $ 93,479 $25,602 ($4,696) ($59,468) $2,516 $(4,157) $326 $(586) ======== ======== ======= ======= ======== ====== ======= ==== ===== (1) Includes SDIG and SERC.
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-15 56 THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES CONSOLIDATING STATEMENT OF PAID-IN CAPITAL FOR THE YEAR ENDED DECEMBER 31, 1993 (Stated in Thousands of Dollars)
Intercompany Eliminations and Transfers Consolidated Add (Deduct) SOUTHERN ALABAMA GEORGIA ------------ ------------- -------- ------- ------- BALANCE, December 31, 1992 $ 2,929,275 ($4,141,563) $2,930,676 $1,304,645 $2,384,140 ADD (DEDUCT): Proceeds from issuance of common stock over the par value therof - (SOUTHERN-804,693 shares) 180,503 (31,972) 180,503 - - Adjustment for two-for-one stock split (1,606,654) - (1,606,654) - - Contributions to capital for the twelve month period - (274,339) - 208 Premium on preferred stock - 389 (389) - - Other (931) - (931) - - ----------- ----------- ---------- ---------- ---------- BALANCE, December 31, 1993 $ 1,502,193 ($4,447,485) $1,503,205 $1,304,645 $2,384,348 =========== =========== ========== ========== ========== SOUTHERN Non-Core GULF MISSISSIPPI SAVANNAH SEGCO SCS NUCLEAR Business(1) ---- ----------- -------- ----- --- -------- ----------- (Unaudited) BALANCE, December 31, 1992 $218,271 $124,326 $8,688 $32,472 $37 $1,420 $7,243 ADD (DEDUCT): Proceeds from issuance of common stock over the par value therof - (SOUTHERN-804,693 shares) - - - - - - - Adjustment for two-for-one stock split - - - - - - - Contributions to capital for the twelve month period 11 30,036 - 19 102 - Premium on preferred stock - - - - - - - Other - - - - - - - -------- -------- ------ ------- --- ------ ------ BALANCE, December 31, 1993 $218,282 $154,362 $8,688 $32,472 $56 $1,522 $7,243 ======== ======== ====== ======= === ====== ====== SEI SEBH SEIH SEIH-III --- ---- ---- -------- BALANCE, December 31, 1992 $58,920 $ - $ - $ - ADD (DEDUCT): Proceeds from issuance of common stock over the par value therof - (SOUTHERN-804,693 shares) - 31,945 26 1 Adjustment for two-for-one stock split - - - - Contributions to capital for the twelve month period 8,897 188,466 46,600 Premium on preferred stock - - - - Other - - - - ------- ---------- ------------ -------- BALANCE, December 31, 1993 $67,817 $ 31,945 $ 188,492 $ 46,601 ======= ========== ============ ========
(1) Includes SDIG and SERC. 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-16 57 Notes to Financial Statements at December 31, 1993 (1) 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-17 58 ALABAMA AND SUBSIDIARY COMPANIES CONSOLIDATING STATEMENT OF INCOME FOR THE YEAR ENDED DECEMBER 31, 1993 (in thousands)
ALABAMA ALABAMA CONSOLIDATED ELIMINATIONS CORPORATE COLUMBIA ------------ ------------ --------- -------- OPERATING REVENUES: $3,007,609 $(48,967) $3,007,609 $48,967 ---------- -------- ---------- ------- OPERATING EXPENSES: Operation-- Fuel 877,099 (45,649) 877,099 45,649 Purchased power from non-affiliates 120,330 - 120,330 - Purchased power from affiliates 15,230 - 15,230 - Proceeds from settlement of disputed contracts (2,568) - (2,568) - Other 473,383 (3,318) 473,383 3,318 Maintenance 252,506 - 252,506 - Depreciation 290,310 - 290,310 - Taxes other than income taxes 178,997 - 178,997 - Federal and state income taxes 207,210 - 207,210 - ---------- -------- ---------- ------- Total operating expenses 2,412,497 (48,967) 2,412,497 48,967 ---------- -------- ---------- ------- OPERATING INCOME 595,112 - 595,112 - OTHER INCOME (EXPENSE): Allowance for equity funds used during construction 3,260 - 3,260 - Income from subsidiary 4,127 - 4,127 (Note A) - Charitable foundation (3,000) - (3,000) - Other, net 6,594 - 6,594 (Note B) - ---------- -------- ---------- ------- INCOME BEFORE INTEREST CHARGES 606,093 - 606,093 - ---------- -------- ---------- ------- INTEREST CHARGES AND PREFERRED DIVIDENDS: Interest on long-term debt 184,861 - 184,861 - Allowance for debt funds used during construction (2,992) - (2,992) - Interest on notes payable 3,760 - 3,760 - Amortization of debt discount, premium, and expense, net 8,937 - 8,937 - Other interest charges 35,474 - 35,474 - ---------- -------- ---------- ------- Net interest charges 230,040 - 230,040 - ---------- -------- ---------- ------- NET INCOME 376,053 - 376,053 - DIVIDENDS ON PREFERRED STOCK 29,559 - 29,559 - ---------- -------- ---------- ------- NET INCOME AFTER PREFERRED STOCK DIVIDENDS $ 346,494 $ - $ 346,494 $ - ========== ======== ========== =======
A-18 59 ALABAMA AND SUBSIDIARY COMPANIES CONSOLIDATING STATEMENT OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 1993 (in thousands)
ALABAMA ALABAMA CONSOLIDATED ELIMINATIONS CORPORATE COLUMBIA ------------ ------------ --------- -------- OPERATING ACTIVITIES: Net income after dividends on preferred stock of subsidiary companies $346,494 $ - $ 346,494 - Adjustments to reconcile consolidated net income to net cash provided by operating activities- Depreciation and amortization 356,499 - 356,499 - Deferred income taxes and investment tax credits 32,994 - 32,994 - Allowance for equity funds used during construction (3,260) - (3,260) - Other, net 36,493 - 36,493 - Changes in current assets and liabilities- Receivables, net 19,215 (8,227) 19,215 8,227 Inventories 51,630 - 51,630 - Payables 31,544 - 31,544 - Taxes accrued (9,959) - (9,959) Energy cost recovery, retail (56,128) - (56,128) - Other (23,650) 17 (23,650) (17) -------- ------- --------- ------- NET CASH PROVIDED FROM OPERATING ACTIVITIES 781,872 (8,210) 781,872 8,210 -------- ------- --------- ------- INVESTING ACTIVITIES: Gross property additions (435,843) - (435,843) - Other (741) - (741) - -------- ------- --------- ------- NET CASH USED IN INVESTING ACTIVITIES (436,584) - (436,584) - -------- ------- --------- ------- FINANCING ACTIVITIES: Proceeds- Preferred stock 158,000 - 158,000 - First mortgage bonds 860,000 - 860,000 - Other long-term debt 180,314 970 180,314 (970) Retirements- Prefered stock (207,000) - (207,000) - First mortgage bonds (699,788) - (699,788) - Other long-term debt (181,329) 7,244 (181,329) (7,244) Interim obligations, net (156,917) - (156,917) - Payment of common stock dividends (252,900) - (252,900) - Miscellaneous (56,064) - (56,064) - -------- ------- --------- ------- NET CASH USED FOR FINANCING ACTIVITIES (355,684) 8,214 (355,684) (8,214) -------- ------- --------- ------- NET CHANGE IN CASH (10,396) 4 (10,396) (4) CASH AT BEGINNING OF YEAR 13,629 (4) 13,629 4 -------- ------- --------- ------- CASH AT THE END OF THE YEAR $ 3,233 $ - $ 3,233 $ - ======== ======= ========= =======
A-19 60 ALABAMA AND SUBSIDIARY COMPANIES CONSOLIDATING BALANCE SHEET DECEMBER 31, 1993 (in thousands)
ALABAMA ALABAMA CONSOLIDATED ELIMINATIONS CORPORATE COLUMBIA ------------ ------------ --------- -------- ASSETS ------ UTILTY PLANT $6,692,322 $ - $6,692,322 $ - INVESTMENTS: Investments in affiliated companies 29,201 - 29,201 (Note C) - Nuclear decommissioning trusts 49,550 - 49,550 - Miscellaneous 20,434 - 20,434 (Note D) - ---------- --------- ---------- --------- Total 99,185 - 99,185 - ---------- --------- ---------- --------- CURRENT ASSETS: Cash 3,233 - 3,233 - Receivables, net 398,482 (96,235) 398,482 96,235 Fossil fuel stock, at average cost 88,481 - 88,481 - Materials and supplies, at average cost 176,728 - 176,728 - Prepayments 91,147 - 91,147 - Vacation pay deferred 22,680 - 22,680 - ----------- --------- ---------- --------- Total 780,751 (96,235) 780,751 96,235 ---------- --------- ---------- --------- DEFERRED CHARGES: Deferred charges related to income taxes 469,010 - 469,010 - Miscellaneous 207,415 - 207,415 - ----------- --------- ---------- --------- Total 676,425 - 676,425 - ----------- --------- ---------- --------- TOTAL ASSETS $8,248,683 $ (96,235) $8,248,683 $ 96,235 ========== ========= ========== =========
A-20 61 ALABAMA AND SUBSIDIARY COMPANIES CONSOLIDATING BALANCE SHEET DECEMBER 31, 1993 (in thousands)
ALABAMA ALABAMA CONSOLIDATED ELIMINATIONS CORPORATE COLUMBIA ------------ ------------ --------- -------- CAPITALIZATION AND - ------------------ LIABILITIES ----------- CAPITALIZATION: Common stock equity $2,526,348 $ (1) $2,526,348 $ 1 Preferred stock 440,400 - 440,400 - Long-term debt 2,362,852 (58,035) 2,362,852 58,035 ---------- --------- ---------- -------- Total 5,329,600 (58,036) 5,329,600 58,036 ---------- --------- ---------- -------- CURRENT LIABILITIES: Long-term debt due within one year 58,998 (38,143) 58,998 38,143 Notes payable to banks 40,000 - 40,000 - Accounts payable, net 334,998 - 334,998 - Customer deposits 31,198 - 31,198 - Taxes accrued 40,144 - 40,144 - Interest accrued 52,809 - 52,809 - Vacation pay accrued 22,680 - 22,680 - Miscellaneous 50,426 (56) 50,426 56 ---------- --------- ---------- -------- Total 631,253 (38,199) 631,253 38,199 ---------- --------- ---------- -------- DEFERRED CREDITS: Acculmulated deferred income taxes 1,165,127 - 1,165,127 - Deferred credits related to income taxes 441,240 - 441,240 Miscellaneous 681,463 - 681,463 - ---------- --------- ---------- -------- Total 2,287,830 - 2,287,830 - ---------- --------- ---------- -------- TOTAL CAPITALIZATION AND LIABILITIES $8,248,683 $ (96,235) $8,248,683 $ 96,235 ========== ========= ========== ========
A-21 62 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 $7,304,000 equity in earnings of Alabama Property Company, a non-consolidated subsidiary, which is accounted for on the equity basis. See pages A-23 through A-25 for Alabama Property Company's financial statements. (C) Represents ALABAMA's investment in SEGCO. (D) Includes $12,986,000 of investments in Alabama Property Company. A-22 63 ALABAMA PROPERTY COMPANY STATEMENT OF INCOME FOR THE YEAR ENDED DECEMBER 31, 1993 (Unaudited; Not Consolidated in Parent, ALABAMA) (in thousands) REVENUES: Sales of recreational lots $14,135 Other sales 300 Rentals 82 ------- Total Revenues 14,517 ------- COSTS AND EXPENSES: Cost of recreational lot sales 2,350 Other cost of sales 19 Selling, administrative and general expenses 898 ------- Total costs and expenses 3,267 ------- OPERATING INCOME 11,250 OTHER INCOME: Interest income 144 Other 39 ------- INCOME BEFORE PROVISION FOR INCOME TAXES 11,433 PROVISION FOR INCOME TAXES 4,129 ------- NET INCOME $ 7,304 =======
ALABAMA PROPERTY COMPANY STATEMENT OF RETAINED EARNINGS FOR THE YEAR ENDED DECEMBER 31, 1993 (Unaudited; Not Consolidated in Parent, ALABAMA) (in thousands) RETAINED EARNINGS AT DECEMBER 31, 1992 $11,232 Add: Net income 7,304 Less: Dividend on common stock (6,000) -------- RETAINED EARNINGS AT DECEMBER 31, 1993 $12,536 ========
A-23 64 ALABAMA PROPERTY COMPANY STATEMENT OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 1993 (Unaudited; Not Consolidated in Parent, ALABAMA) (in thousands) CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 7,304 Adjustments to reconcile net income to net cash provided by operating activities: Additions to property held for sale (1,193) Property cost of lot sales 2,353 Changes in current assets and liabilities: Interest receivable (4) Accounts receivable 31 Prepayments and other current assets (61) Payable to parent company 157 Accrued income taxes (444) Other accrued taxes (1) ------- Total adjustments 838 ------- NET CASH PROVIDED FROM OPERATING ACTIVITIES 8,142 CASH FLOWS FROM FINANCING ACTIVITIES: Dividends Paid (6,000) ------- NET CHANGE IN CASH AND CASH EQUIVALENTS 2,142 CASH AND CASH EQUIVALENTS, Beginning of year 5,092 ------- CASH AND CASH EQUIVALENTS, End of year $ 7,234 ======= SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Net cash paid during the year for income taxes $ 4,673
A-24 65 ALABAMA PROPERTY COMPANY BALANCE SHEET AT DECEMBER 31, 1993 (Unaudited; Not Consolidated in Parent, ALABAMA) (in thousands)
ASSETS ------ CURRENT ASSETS: Cash $ 5 Temporary cash investments 7,229 Interest receivable 10 Accounts receivable 380 Prepaid income taxes 42 Prepayments and other current assets 76 ------- Total current assets 7,742 PROPERTY AND MINERAL RIGHTS HELD FOR FUTURE DEVELOPMENT 5,472 ------- Total Assets $13,214 ======= LIABILITIES AND CAPITALIZATION ------------------------------ CURRENT LIABILITIES: Payable to Parent Company $ 172 Accrued income taxes 27 Other accrued taxes 29 ------- Total current liabilities 228 ------- CAPITALIZATION: Common stock, $150 par value; 1,000 shares authorized, issued and outstanding 150 Additional paid-in capital 300 Retained earnings 12,536 ------- Total capitalization 12,986 ------- Total liabilities and capitalization $13,214 =======
A-25 66 COLUMBIA FUELS, INC. STATEMENT OF INCOME FOR THE YEAR ENDED DECEMBER 31, 1993 (Consolidated in Parent, ALABAMA) ($ in thousands) REVENUES: Nuclear fuel rental $45,649 Daily lease charge 228 Interest 3,007 Miscellaneous 83 ------- Total revenues 48,967 ------- EXPENSES: Nuclear fuel rental 45,649 Daily lease charge 228 Interest 3,007 Miscellaneous 83 ------- Total expenses 48,967 ------- Net Income $ - =======
A-26 67 COLUMBIA FUELS, INC. STATEMENT OF CASH FLOWS DECEMBER 31, 1993 (Consolidated in Parent, ALABAMA) ($ in thousands) CASH FLOWS FROM OPERATING ACTIVITIES: Net Income $ - Adjustments to reconcile net income to cash: Receivables - other 115 Receivables - nuclear fuel 8,112 Advance rent revenues (3) Accrued fees (14) ------- Net cash provided from operating activities 8,210 CASH FLOWS FROM FINANCING ACTIVITIES: Current maturities of long-term debt (7,244) Borrowing on long-term debt (906) Unamortized discounts on commercial paper notes (64) ------- Net cash from financing activities (8,214) ------- NET DECREASE IN CASH (4) CASH AT BEGINNING OF THE YEAR 4 ------- CASH AT END OF THE YEAR $ - =======
A-27 68 COLUMBIA FUELS, INC. BALANCE SHEET AT DECEMBER 31, 1993 (Consolidated in Parent, ALABAMA) ($ in thousands)
ASSETS ------ CURRENT ASSETS: Cash $ - Accounts receivable - other 291 Accounts receivable - nuclear fuel 37,722 ------- Total current assets 38,013 ------- OTHER ASSETS: Accounts receivable - nuclear fuel 58,222 ------- TOTAL ASSETS $96,235 ======= LIABILITIES AND CAPITALIZATION ------------------------------ CURRENT LIABILITIES: Accrued fees $ 56 Long-term debt due within one year 38,143 Less: Unamortized discounts on commercial paper notes (187) ------- Total current liabilities 38,012 LONG TERM LIABILITIES: Long-term debt 58,222 ------- Total liabilties 96,234 ------- CAPITALIZATION: Common stock, $1.00 par value; 1,000 shares authorized, issued and outstanding 1 Retained earnings - ------- Total shareholder's equity 1 ------- TOTAL LIABILITIES AND CAPITALIZATION $96,235 =======
A-28 69 GEORGIA AND SUBSIDIARY COMPANIES CONSOLIDATING STATEMENT OF INCOME FOR THE YEAR ENDED DECEMBER 31, 1993 (in thousands)
GEORGIA GEORGIA CONSOLIDATED ELIMINATIONS CORPORATE PIEDMONT ------------ ------------ --------- -------- OPERATING REVENUES: $4,451,181 $ - $4,451,181 $ - OPERATING EXPENSES: Operation-- Fuel 951,507 - 951,507 - Purchased power from affiliates 194,024 - 194,024 - Purchased power from non-affiliates 313,170 - 313,170 - Other 675,284 - 675,284 - Maintenance 284,521 - 284,521 - Depreciation and amortization 379,425 - 379,323 102 Amortization of deferred Plant Vogtle expenses, net 36,284 - 36,284 - Taxes other than income taxes 192,671 - 192,512 159 Federal and state income taxes 452,122 - 452,181 (59) ---------- -------- ---------- ------ Total operating expenses 3,479,008 - 3,478,806 202 ---------- -------- ---------- ------ OPERATING INCOME 972,173 - 972,375 (202) OTHER INCOME (EXPENSE): Allowance for equity funds used during construction 3,168 - 3,168 - Interest income 3,806 (715) 4,520 1 Other, net 16,029 - 15,000 (Note A) 1,029 Other income taxes applicable to other income 37,661 - 37,741 (80) ---------- -------- ---------- ------ INCOME BEFORE INTEREST CHARGES 1,032,837 (715) 1,032,804 748 ---------- -------- ---------- ------ INTEREST CHARGES AND PREFERRED DIVIDENDS: Interest on long-term debt 343,634 (715) 343,634 715 Allowance for debt funds used during construction (8,271) - (8,271) - Interest on interim obligations 15,530 - 15,530 - Amortization of debt discount, premium, and expense, net 14,024 - 14,024 - Other interest charges 47,393 - 47,393 - ---------- -------- ---------- ------ Net interest charges 412,310 (715) 412,310 715 ---------- -------- ---------- ------ NET INCOME 620,527 - 620,494 33 DIVIDENDS ON PREFERRED STOCK 50,674 - 50,674 - ---------- -------- ---------- ------ NET INCOME AFTER DIVIDENDS ON PREFERRED STOCK $ 569,853 $ - $ 569,820 $ 33 ========== ======== ========== ======
A-29 70 GEORGIA AND SUBSIDIARY COMPANIES CONSOLIDATING STATEMENT OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 1993 (in thousands)
GEORGIA GEORGIA CONSOLIDATED ELIMINATIONS CORPORATE PIEDMONT ------------ ------------ --------- -------- OPERATING ACTIVITIES: Net income after dividends on preferred stock $ 569,853 $ - $ 569,820 $ 33 Adjustments to reconcile consolidated net income to net cash provided by operating activities- Depreciation and amortization 475,152 - 475,050 102 Deferred income taxes and investment tax credits, net 150,735 - 150,717 18 Allowance for equity funds used during construction (3,168) - (3,168) - Deferred Plant Vogtle costs 36,284 36,284 - Other, net (46,227) - (46,227) - Changes in current assets and liabilities- Receivables, net 27,088 - 27,088 - Inventories 82,433 - 82,433 - Payables 17,364 - 17,364 - Taxes accrued 15,377 - 15,261 116 Energy cost recovery, retail (74,260) - (74,260) - Other (38,140) - (38,140) - ---------- ----- ----------- ----- NET CASH PROVIDED FROM OPERATING ACTIVITIES 1,212,491 - 1,212,222 269 ---------- ----- ----------- ----- INVESTING ACTIVITIES: Gross property additions (674,432) - (674,432) - Adjustment to property additions, net 218,533 (268) 218,801 - ---------- ----- ----------- ----- NET CASH USED IN INVESTING ACTIVITIES (455,899) (268) (455,631) - ---------- ----- ----------- ----- FINANCING ACTIVITIES: Proceeds- Preferred stock 175,000 - 175,000 - First mortgage bonds 1,135,000 - 1,135,000 - Pollution control bonds 145,425 - 145,425 - Long-term notes 37,000 - 37,000 - Redemptions- Preferred stock (245,005) - (245,005) - First mortgage bonds (1,337,822) - (1,337,822) - Pollution control bonds (145,465) - (145,465) - Other long-term debt (19,451) 268 (19,451) (268) Interim obligations, net (51,444) - (51,444) - Payment of common stock dividends (402,400) - (402,400) - Miscellaneous (63,648) - (63,648) - ---------- ----- ----------- ----- NET CASH PROVIDED FROM FINANCING ACTIVITIES (772,810) 268 (772,810) (268) ---------- ----- ----------- ----- NET CHANGE IN CASH AND CASH EQUIVALENTS (16,218) - (16,219) 1 CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR 22,114 - 22,075 39 ---------- ----- ----------- ----- CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR $ 5,896 $ - $ 5,856 $ 40 ========== ===== =========== =====
A-30 71 GEORGIA AND SUBSIDIARY COMPANIES CONSOLIDATING BALANCE SHEET DECEMBER 31, 1993 (in thousands)
GEORGIA GEORGIA CONSOLIDATED ELIMINATIONS CORPORATE PIEDMONT ------------ ------------ --------- -------- UTILITY PLANT $10,640,932 $ - $10,621,676 $19,256 ----------- -------- ----------- ------- OTHER PROPERTY AND INVESTMENTS 99,079 (21,006) 117,743 (Note B) 2,342 ----------- -------- ----------- ------- CURRENT ASSETS: Cash and cash equivalents 5,896 - 5,856 40 Receivables, net 614,728 - 614,728 - Fossil fuel stock, at average cost 111,620 - 111,620 - Materials and supplies, at average cost 287,551 - 287,551 - Prepayments 65,269 - 65,269 - Vacation pay deferred 41,575 - 41,575 - ----------- -------- ----------- ------- Total 1,126,639 - 1,126,599 40 ----------- -------- ----------- ------- DEFERRED CHARGES Deferred charges related to income taxes 992,510 - 992,510 - Miscellaneous 876,950 - 876,706 244 ----------- -------- ----------- ------- Total 1,869,460 - 1,869,216 244 ----------- -------- ----------- ------- TOTAL ASSETS $13,736,110 $(21,006) $13,735,234 $21,882 =========== ======== =========== =======
A-31 72 GEORGIA AND SUBSIDIARY COMPANIES CONSOLIDATING BALANCE SHEET DECEMBER 31, 1993 (in thousands)
GEORGIA GEORGIA CONSOLIDATED ELIMINATIONS CORPORATE PIEDMONT ------------- ------------ --------- -------- CAPITALIZATION AND LIABILITIES - ------------------------------ CAPITALIZATION: Common stock equity $ 4,045,458 $ (9,809) $ 4,045,151 $10,116 Preferred stock 692,787 - 692,787 - Long-term debt 4,031,387 (11,197) 4,031,387 11,197 ----------- -------- ----------- ------- Total 8,769,632 (21,006) 8,769,325 21,313 ----------- -------- ----------- ------- CURRENT LIABILITIES: Long-term debt due within one year 10,543 - 10,543 - Notes payable to banks 406,700 - 406,700 - Commercial paper 75,527 - 75,527 - Accounts payable 324,044 - 324,044 - Customer deposits 45,922 - 45,922 - Taxes accrued 153,493 - 152,924 569 Interest accrued 110,497 - 110,497 - Vacation pay accrued 40,060 - 40,060 - Miscellaneous 64,527 - 64,527 - ----------- --------- ----------- ------- Total 1,231,313 - 1,230,744 569 ----------- --------- ----------- ------- DEFERRED CREDITS: Accumulated deferred income taxes 2,479,720 - 2,479,720 - Miscellaneous 1,255,445 - 1,255,445 - ----------- -------- ----------- ------- Total 3,735,165 - 3,735,165 - ----------- -------- ----------- ------- TOTAL CAPITALIZATION AND LIABILITIES $13,736,110 $(21,006) $13,735,234 $21,882 =========== ======== =========== =======
A-32 73 Notes to GEORGIA's Consolidated Financial Statements (A) Includes $4,127,000 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-16 for SEGCO's financial statements consolidated for SOUTHERN. (B) Includes $29,201,000 of investments in SEGCO. A-33 74 PIEDMONT-FORREST CORPORATION STATEMENT OF INCOME AND EARNINGS RETAINED IN THE BUSINESS FOR THE YEAR ENDED DECEMBER 31, 1993 (Consolidated in Parent, GEORGIA) (in thousands) REVENUES: Rent $1,047 EXPENSES: Interest $715 Taxes, net 180 Depreciation 102 Miscellaneous 17 1,014 ---- ------ NET INCOME 33 EARNINGS RETAINED IN THE BUSINESS AT DECEMBER 31, 1992 274 ------ EARNINGS RETAINED IN THE BUSINESS AT DECEMBER 31, 1993 $ 307 ======
A-34 75 PIEDMONT-FORREST CORPORATION STATEMENT OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 1993 (Consolidated in Parent, GEORGIA) (in thousands) OPERATING ACTIVITIES: Net income $ 33 Deferred income taxes 18 Depreciation 102 Change in current liabilities 116 ----- 269 FINANCING ACTIVITIES: Decrease in advance from parent (268) ----- NET CHANGE IN CASH $ 1 =====
A-35 76 PIEDMONT-FORREST CORPORATION BALANCE SHEET AT DECEMBER 31, 1993 (Consolidated in Parent, GEORGIA) ($ in thousands)
ASSETS ------ INVESTMENTS: Plant-in-service $19,256 Non-utility property 2,342 $21,598 ------- CURRENT ASSETS: Cash 40 DEFERRED DEBITS: Accumulated deferred income taxes 244 ------- TOTAL ASSETS $21,882 ======= CAPITALIZATION AND LIABILITIES CAPITALIZATION: Common stock, $1 par (1,000,000 shares authorized, 100,000 shares issued) $ 100 Other paid-in capital 9,709 Retained earnings 307 $10,116 ------ Long-term debt - Advances from parent company 11,197 ------- Total capitalization 21,313 CURRENT LIABILITIES: Taxes accrued 569 ------- TOTAL CAPITALIZATION AND LIABILITIES $21,882 =======
A-36 77 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, 1993. (File No. 1-3526.) A-2 Annual Report of ALABAMA on Form 10-K for the year ended December 31, 1993. (File No. 1-3164.) A-3 Annual Report of GEORGIA on Form 10-K for the year ended December 31, 1993. (File No. 1-6468.) A-4 Annual Report of GULF on Form 10-K for the year ended December 31, 1993. (File No. 0-2429.) A-5 Annual Report of MISSISSIPPI on Form 10-K for the year ended December 31, 1993. (File No. 0-6849.) A-6 Annual Report of SAVANNAH on Form 10-K for the year ended December 31, 1993. (File No. 1-5072.) A-7 Annual Report on Form U-13-60 for SEI for the year ended December 31, 1993. B-1 Composite Certificate of Incorporation of SOUTHERN, reflecting all amendments to date. (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 November 19, 1993. (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) and in Form 8-K dated November 16, 1993, File No. 1-3164, as Exhibit 4(a).) B-4 By-laws of ALABAMA as amended effective April 24, 1992, and as presently in effect. (Designated in Registration No. 33-48885 as Exhibit 4(c).)
A-37 78 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 Registraton 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 February 25, 1994, and as presently in effect. (Designated in GULF's Form 10-K for the year ended December 31, 1993, File No. 0-2429, as Exhibit 3(d)2.) 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 August 22, 1989, and as presently in effect. (Designated in MISSISSIPPI's Form 10-K for the year ended December 31, 1989, File No. 0-6849, as Exhibit 3(b).)
A-38 79 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 January 20, 1986. (Designated in Form U5S for the year ended December 31, 1990 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 Columbia Fuels, Inc. Certificate of Incorporation. (Designated in Form U5S for 1985, File No. 30-222-2, as Exhibit B-17.) B-20 Columbia Fuels, Inc. By-laws. (Designated in Form U5S for 1985, File No. 30-222-2, as Exhibit B-18.)
A-39 80 EXHIBITS Exhibits (including reference to previous filings): (Continued)
Exhibit Number Description of Exhibit ------- ---------------------- B-21 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-22 Piedmont-Forrest Corporation By-laws as presently in effect. (Designated in Form U-1, File No. 70-6135, as Exhibit A-2.) B-23 Articles of Incorporation of SEI and amendments thereto through September 24, 1987. (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-24 By-laws of SEI as amended to date, last amended February 25, 1994. B-25 Articles of Incorporation of SDIG and amendments thereto through September 24, 1987. (Designated in Form U5S for 1985, File No. 30-222-2, as Exhibit B-23 and in Form U5S for 1987, File No. 30-222-2, as Exhibit B-27.) B-26 Amendment to Articles of Incorporation of SDIG, dated March 25, 1993. B-27 By-laws of SDIG (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. B-31 By-laws of SERC. B-32 Certificate of Incorporation of SEIH. B-33 By-laws of SEIH. B-34 Certificate of Incorporation of SEIH-III. B-35 By-laws of SEIH-III. B-36 Certificate of Incorporation of SEIH-IV. B-37 By-laws of SEIH-IV. B-38 Certificate of Incorporation of SEWG. B-39 By-laws of SEWG.
A-40 81 EXHIBITS Exhibits (including reference to previous filings): (Continued)
Exhibit Number Description of Exhibit ------- ---------------------- C-1 Indenture dated as of January 1, 1942, between ALABAMA and Chemical Bank, as Trustee, and indentures supplemental thereto through that dated as of January 1, 1994. (Designated in Registration No. 2-59843, as Exhibit 2(a)-2, in Registration No. 2-60484, as Exhibits 2(a)-3 and 2(a)-4, in Registration No. 2-60716 as Exhibit 2(c), in Registration No. 2-67574 as Exhibit 2(c), in Registration No. 2-68687, as Exhibit 2(c), in Registration No. 2-69599, as Exhibit 4(a)-2, in Registration No. 2-71364, as Exhibit 4(a)-2, in Registration No. 2-73727, as Exhibit 4(a)-2, in Registration No. 33-5079, as Exhibit 4(a)-2, in Registration No. 33-17083 as Exhibit 4(a)-(2), in Registration No. 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) and in Certificate of Notification, File No. 70-8069, as Exhibits A and B.) C-2 Indenture dated as of March 1, 1941, between GEORGIA and 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 January 1, 1994. (Designated in Registration No. 2-4663, as Exhibits B-3 and B-3(a), in Registration No. 2-7299, as Exhibit 7(a)-2, in Registration No. 2-61116, as Exhibits 2(a)-3 and 2(a)-4, in Registration No. 2-62488, as Exhibit 2(a)-3, in Registration No. 2-63393, as Exhibit 2(a)-4, in Registration No. 2-63705, as Exhibit 2(a)-3, in Registration No. 2-68973, as Exhibit 2(a)-3, in Registration No. 2-70679, as Exhibit 4(a)-(2), in Registration No. 2-72324, as Exhibit 4(a)-(2), in Registration No. 2-73987, as Exhibit 4(a)-(2), in Registration No. 2-77941, as Exhibits 4(a)-(2) and 4(a)-(3), in Registration No. 2-79336 as Exhibit 4(a)-2, in Registration No. 2-81303, as Exhibit 4(a)-(2), in Registration No. 2-90105, as Exhibit 4(a)-(2), in Registration No. 33-5405, as Exhibit 4(a)-(2), in Registration No. 33-14367 as Exhibits 4(a)-2 and 4(a)-3, in Registration No. 33-22504 as Exhibits 4(a)-(2), 4(a)-(3) and 4(a)-(4), in Registration No. 33-32420 as Exhibit 4(a)-(2), in Registration No. 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 GEORGIA's 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 and in Certificate of Notification, File No. 70-7832, as Exhibit C.)
A-41 82 EXHIBITS Exhibits (including reference to previous filings): (Continued)
Exhibit Number Description of Exhibit ------- ---------------------- C-3 Indenture dated as of September 1, 1941, between GULF and The Chase Manhattan Bank (National Association) and The Citizens & Peoples National Bank of Pensacola, as Trustees, and indentures supplemental thereto through November 1, 1993. (Designated in Registration No. 2-4833, as Exhibit B-3, in Registration No. 2-62319, as Exhibit 2(a)-3, in Registration No. 2-63765, as Exhibit 2(a)-3, in Registration No. 2-66260, as Exhibit 2(a)-3, in Registration No. 33-2809, as Exhibit 4(a)-2, in Registration No. 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 and in Certificate of Notification, File No. 70-8229, as Exhibit A. C-4 Indenture dated as of September 1, 1941, between MISSISSIPPI and Morgan Guaranty Trust Company of New York, as Trustee, and indentures supplemental thereto through March 1, 1994. (Designated in Registration No. 2-4834, as Exhibit B-3, in Registration No. 2-62965, as Exhibit 2(b)-2, in Registration No. 2-66845, as Exhibit 2(b)-2, in Registration No. 2-71537, as Exhibit 4(a)-(2), in Registration No. 33-5414, as Exhibit 4(a)-(2), in Registration No. 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 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 and in Form 8-K dated March 8, 1994, File No. 0- 6849, as Exhibit 4.). C-5 Indenture dated as of March 1, 1945, between SAVANNAH and NationsBank of Georgia, National Association, as Trustee, and indentures supplemental thereto through July 1, 1993. (Designated in Registration No. 33-25183 as Exhibit 4(a)-(1), in Registration No. 33-41496 as Exhibit 4(a)- (2), in Registration No. 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) and in Form 8-K dated July 22, 1993, File No. 1-5072, as Exhibit 4.) C-6 Indenture dated as of June 1, 1959, between SEGCO and Citibank, N.A., as Trustee, and indentures supplemental thereto through December 1, 1962. (Designated in Registration No. 2-59843 as Exhibit 2(a)-8.)
A-42 83 EXHIBITS Exhibits (including reference to previous filings): (Continued)
Exhibit Number Description of Exhibit ------- ---------------------- D-1 Income Tax Allocation Agreement and Amendments 1 through 12 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 and in Form U5S for 1991, File No. 30-222-2, as Exhibit D-2.) D-2 Amendments 13 through 17 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 and in Form U5S for 1992, File No. 30-222-2, as Exhibit E-2.) E-2 Supplement to GEORGIA's and MISSISSIPPI's personnel policies pertaining to employee loans. F Schedule V and Schedule VI for SCS for the year ended December 31, 1993. H Organizational chart. I Financial statements relating to 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-43 84 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 29, 1994 By /s/ W. L. Westbrook ------------------- W. L. Westbrook Financial Vice President A-44 EX-99.1 2 EXHIBIT A-7 1 Exhibit A-7 Modified Form U-13-60 Annual Report For The Period Beginning January 1, 1993 and Ending December 31, 1993 To The U. S. SECURITIES AND EXCHANGE COMMISSION Of SOUTHERN ELECTRIC INTERNATIONAL, 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 Ashford Center Parkway, Suite 500 Atlanta, Georgia 30338 Report filed pursuant to Order Number 70-6599, dated July 17, 1981 Name, title, and address of officer to whom correspondence concerning this report should be addressed: 900 Ashford Center Parkway, Suite 500 James A. Ward Controller Atlanta, Georgia 30338 (Name) (Title) (Address) Name of Principal Holding Company under which Reporting Company is Organized: THE SOUTHERN COMPANY 2 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. 3
2 LISTING OF SCHEDULES AND ANALYSIS OF ACCOUNTS Schedule or Page Description of Schedules and Accounts Account Number Number ------------------------------------------------------------------------------------------------- COMPARATIVE BALANCE SHEET Schedule I 4-5 COMPANY PROPERTY Schedule II 6-7 ACCUMULATED PROVISIONS FOR DEPRECIATION Schedule III 8 AND AMORTIZATION OF COMPANY PROPERTY INVESTMENTS Schedule IV 9 ACCOUNTS RECEIVABLE FROM ASSOCIATE Schedule V 10 COMPANIES MISCELLANEOUS DEFERRED DEBITS Schedule IX 11 PROPRIETARY CAPITAL Schedule XI 12 LONG TERM DEBT Schedule XII 13 CURRENT AND ACCRUED LIABILITIES Schedule XIII 14 NOTES TO FINANCIAL STATEMENTS Schedule XIV 15 COMPARATIVE INCOME STATEMENT Schedule XV 16 ANALYSIS OF BILLING-ASSOCIATE COMPANIES Account 457 17 ANALYSIS OF BILLING-NONASSOCIATE COMPANIES Account 458 18 SCHEDULE OF EXPENSE BY DEPARTMENT OR Schedule XVII 19-20 FUNCTION DEPARTMENTAL ANALYSIS OF SALARIES Account 920 21 DISPOSITION OF INTELLECTUAL PROPERTY Account 928 22 MISCELLANEOUS GENERAL EXPENSES Account 930.2 23 TAXES OTHER THAN INCOME TAXES Account 408 24 DONATIONS Account 426.1 25 OTHER DEDUCTIONS Account 426.5 26 NOTES TO STATEMENT OF INCOME Schedule XVIII 27 OUTSIDE SERVICES EMPLOYED Schedule XIX 28 ORGANIZATION CHART 29
4 3 LISTING OF INSTRUCTIONAL FILING REQUIREMENTS Page Description of Reports or Statements Number - ---------------------------------------------------------------------------- ORGANIZATION CHART 29 5 4 ANNUAL REPORT OF SOUTHERN ELECTRIC INTERNATIONAL, INC. SCHEDULE 1 - COMPARATIVE BALANCE SHEET Give balance sheet of the Company as of December 31 of the current and prior year.
ACCOUNT ASSETS AND OTHER DEBITS AS OF DECEMBER 31 ------------------------------------------------------------------------------------------------------------------------ CURRENT PRIOR ------- ----- COMPANY PROPERTY 101 Company Property (Schedule II) 6,661 5,270 107 Construction work in progress (Schedule II) - - ------ ------ Total Property 6,661 5,270 ------ ------ 108 Less accumulated provision for depreciation and amortization of company property (Schedule III) (3,000) (2,114) ------ ------ Net Company Property 3,661 3,156 ------ ------ INVESTMENTS 123 Investments in associate companies - 124 Other Investments (Schedule IV) - 4,486 ------ ------ Total Investments - 4,486 ------ ------ CURRENT AND ACCRUED ASSETS 131 Cash 268 10,277 134 Special deposits 1,669 1,019 135 Working funds 124 179 136 Temporary cash investments (Schedule IV) - - 141 Notes Receivable 34 - 143 Accounts Receivable 5,919 4,783 144 Accumulated provision for uncollectable accounts (189) (252) 146 Accounts receivable from associate companies (Schedule V) 14,654 2,571 152 Fuel stock expenses undistributed - - 154 Materials and supplies 73 11 163 Stores expenses undistributed - - 165 Prepayments 240 198 174 Miscellaneous current and accrued assets 4,039 2,354 ------ ------ Total Current and Accrued Assets 26,831 21,140 ------ ------ DEFERRED DEBITS 181 Unamortized debt expense - - 184 Clearing accounts - - 186 Miscellaneous deferred debits (Schedule IX) 9 21 188 Research, development, or demonstration expenditures 155 726 Accumulated deferred income taxes 11,978 9,388 ------ ------ Total Deferred Debits 12,142 10,135 ------ ------ ------ ------ TOTAL ASSETS AND OTHER DEBITS 42,634 38,917 ====== ======
6 5 ANNUAL REPORT OF SOUTHERN ELECTRIC INTERNATIONAL, 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) 67,817 58,920 215 Appropriated retained earnings (Schedule XI) - - 216 Unappropriated retained earnings (Schedule XI) (59,468) (42,000) ------ ------ Total Proprietary Capital 8,449 17,020 ------ ------ 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 9,510 3,348 233 Notes payable to associate companies (Schedule XIII) - - 234 Accounts payable to associate companies (Schedule XIII) 6,066 1,560 236 Taxes accrued - 1,845 237 Interest accrued - 51 238 Dividends declared - - 241 Tax collections payable - 1 242 Miscellaneous current and accrued liabilities (Schedule XIII) 18,262 14,792 ------ ------ Total current and accrued liabilities 33,838 21,597 ------ ------ DEFERRED CREDITS 253 Other deferred credits 347 300 255 Accumulated deferred investment tax credits - - ------ ------ Total Deferred Credits 347 300 ------ ------ 282 ACCUMULATED DEFERRED INCOME TAXES - - ------ ------ TOTAL LIABILITIES AND PROPRIETARY CAPITAL 42,634 38,917 ====== ======
7 6 ANNUAL REPORT OF SOUTHERN ELECTRIC INTERNATIONAL, INC. For the Year Ended December 31, 1994 SCHEDULE II - COMPANY PROPERTY
START OF RETIRED END OF YEAR OR OTHER YEAR DESCRIPTION BALANCE ADDITION SOLD CHANGES BALANCE ---------------------------------------------------------------------------------------------------------------- COMPANY PROPERTY Account 301 ORGANIZATION - - - - - 303 MISCELLANEOUS 1,568 - - - 1,568 INTANGIBLE PLANT 304 LAND AND LAND RIGHTS 211 - - - 211 305 STRUCTURES AND IMPROVEMENTS - - - - - 306 LEASEHOLD IMPROVEMENTS 299 297 - - 596 307 EQUIPMENT 1/ , 2/ 2,159 1,035 18 3,176 308 OFFICE FURNITURE AND 779 159 - - 938 EQUIPMENT 309 AUTOMOBILES, OTHER VEHICLES 201 15 96 - 120 AND RELATED GARAGE EQUIPMENT 310 AIRCRAFT AND AIRPORT - - - - - EQUIPMENT 311 OTHER COMPANY PROPERTY 3/ 53 - - - 53 ----- ----- --- --- ----- SUB-TOTAL 5,270 1,506 114 - 6,661 ----- ----- --- --- ----- 107 CONSTRUCTION WORK IN - - - - - PROGRESS 4/ ----- ----- --- --- ----- TOTAL 5,270 1,506 114 - 6,661 ===== ===== === === =====
1/ PROVIDE AN EXPLANATION OF THOSE CHANGES CONSIDERED MATERIAL: Purchase of computer hardware: $1,035 8 7 SCHEDULE II CONTINUED 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:
BALANCE AT SUBACCOUNT DESCRIPTION ADDITIONS CLOSE OF YEAR --------------------------------------------------------------------------------------------------- Computer Software - 1,568 Computer Hardware 1,035 3,176 ----- ----- TOTAL 1,035 4,744 ===== =====
3/ DESCRIBE OTHER COMPANY PROPERTY: Reproduction equipment 4/ DESCRIBE CONSTRUCTION WORK IN PROGRESS: Not Applicable 9 8 ANNUAL REPORT OF SOUTHERN ELECTRIC INTERNATIONAL, INC. For the Year Ended December 31, 1993 SCHEDULE III ACCUMULATED PROVISION FOR DEPRECIATION AND AMORTIZATION OF COMPANY PROPERTY
CHARGED TO OTHER START OF ACCOUNT RETIRE- CHANGES ADD END OF YEAR DESCRIPTION YEAR BALANCE 403 /2 MENTS (DEDUCT) BALANCE ------------------------------------------------------------------------------------------------------------------- COMPANY PROPERTY Account 301 ORGANIZATION - - - - - 303 MISCELLANEOUS 590 251 841 INTANGIBLE PLANT 304 LAND AND LAND RIGHTS - - - - - 305 STRUCTURES AND IMPROVEMENTS - - - - - 306 LEASEHOLD IMPROVEMENTS 204 95 - - 299 307 EQUIPMENT 744 621 81 (5) 1,279 308 OFFICE FURNITURE AND 385 61 - - 446 FIXTURES 309 AUTOMOBILES, OTHER 139 24 80 - 83 VEHICLES AND RELATED GARAGE EQUIPMENT 310 AIRCRAFT AND AIRPORT - - - - - EQUIPMENT 311 OTHER COMPANY PROPERTY 52 - - - 52 ----- ----- --- -- ----- TOTAL 2,114 1,052 161 (5) 3,000 ===== ===== === == =====
1/ PROVIDE AN EXPLANATION OF THOSE CHANGES CONSIDERED MATERIAL: 2/ Amortization expense of $224, included on Schedule XV is related to product development and is charged to development expenditures (Account 188) rather than accumulated depreciation. 10 9 ANNUAL REPORT OF SOUTHERN ELECTRIC INTERNATIONAL, INC. For the Year Ended December 31, 1993 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 BALANCE AT CLOSE OF DESCRIPTION OF YEAR YEAR - ------------------------------------------------------------------------------------------------------ ACCOUNT 124 - OTHER INVESTMENT INVESTMENT IN BIRCHWOOD POWER PROJECTS 4,411 - INVESTMENT IN KALAELOA PARTNERSHIP 75 - INVESTMENT IN OPERADORA DE ARGENTINA - - ----- --- TOTAL 4,486 - ===== ===
11 10 ANNUAL REPORT OF SOUTHERN ELECTRIC INTERNATIONAL, INC. For the Year Ended December 31, 1993 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 BALANCE AT CLOSE OF DESCRIPTION OF YEAR YEAR - ------------------------------------------------------------------------------------------------- ACCOUNT 146 - ACCOUNTS RECEIVABLE FROM ASSOCIATE COMPANIES: Joint Venture 28 11 Alabama Power Co. 189 - Georgia Power Co. 19 - Gulf Power Co. 6 - Mississippi Power Co. 5 - Southern Company Services 487 109 Provision for Income Tax - The Southern Co. - 1,197 Southern Nuclear Operating Company - 3 Southern Electric Wholesale Generators, Inc. 1,837 194 Southern Electric International Birchwood, Inc. - 7,064 Southern Electric International Holdings, Inc. - 2,517 Southern Electric Holdings III, Inc. - 2,975 Hidroelectric Alicura, S.A. - 584 ----- ------ TOTAL 2,571 14,654 ===== ====== ANALYSIS OF CONVENIENCE OR ACCOMMODATION PAYMENTS: TOTAL PAYMENTS -------- Not Applicable - -------- TOTAL PAYMENTS - --------
12 11 ANNUAL REPORT OF SOUTHERN ELECTRIC INTERNATIONAL, INC. For the year Ended December 31, 1993 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 BALANCE AT CLOSE OF DESCRIPTION OF YEAR YEAR - ------------------------------------------------------------------------------------------------------ ACCOUNT 186 - MISCELLANEOUS DEFERRED DEBITS 21 9 -- -- TOTAL 21 9 == ==
13 12 ANNUAL REPORT OF SOUTHERN ELECTRIC INTERNATIONAL, INC. For the Year Ended December 31, 1993 SCHEDULE XI - PROPRIETARY CAPITAL
OUTSTANDING CLOSE OF PERIOD NUMBER OF PAR OR STATED VALUE ----------------------------------------- ACCOUNT NUMBER CLASS OF STOCK SHARES PER SHARE NO. OF SHARES TOTAL AMOUNT - ------------------------------------------------------------------------------------------------------------------------------------ 201 COMMON STOCK ISSUED 1,000 $100 1,000 $100,000 - ------------------------------------------------------------------------------------------------------------------------------------ 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 67,817 ACCOUNT 215 APPROPRIATED RETAINED EARNINGS - ------- TOTAL 67,817 - ------------------------------------------------------------------------------------------------------------------------------------ BALANCE AT BEGINNING BALANCE AT CLOSE OF D E S C R I P T I O N OF YEAR NET INCOME OR (LOSS) DIVIDENDS PAID YEAR - ------------------------------------------------------------------------------------------------------------------------------------ ACCOUNT 216 UNAPPROPRIATED RETAINED EARNINGS (42,000) (17,468) - (59,468) - ------- ------- ------ ------- TOTAL (42,000) (17,468) - (59,468) - ------------------------------------------------------------------------------------------------------------------------------------
14 13 ANNUAL REPORT OF SOUTHERN ELECTRIC INTERNATIONAL, INC. For the Year Ended December 31, 1993
- ------------------------------------------------------------------------------------------------------------------------------------ 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. - ------------------------------------------------------------------------------------------------------------------------------------ TERMS OF OBLIG BALANCE AT BALANCE AT NAME OF CREDITOR CLASS & SERIES OF DATE OF INTEREST AMOUNT BEGINNING OF (1) CLOSE OF OBLIGATION MATURITY RATE AUTHORIZED YEAR ADDITIONS DEDUCTIONS YEAR - ------------------------------------------------------------------------------------------------------------------------------------ ACCOUNT 223 - ADVANCES FROM - 6,941 6,941 - PARENT AND ASSOCIATE COMPANIES: (see explanation 1) ACCOUNT 224 - OTHER LONG-TERM DEBT: Not Applicable ------ ----- ----- ---- TOTAL - 6,941 6,941 - ------ ----- ----- ---- (1) GIVE AN EXPLANATION OF DEDUCTIONS: Debt converting to equity, $6,941.
15 14 ANNUAL REPORT OF SOUTHERN ELECTRIC INTERNATIONAL, INC. For the Year Ended December 31, 1993 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 BEGINNING OF BALANCE AT CLOSE D E S C R I P T I O N YEAR OF YEAR - -------------------------------------------------------------------------------------------------- ACCOUNT 233 - NOTES PAYABLE TO ASSOCIATE COMPANIES: THE SOUTHERN COMPANY - - ------ ------ TOTAL - - ------ ------ ACCOUNT 234 - ACCOUNTS PAYABLE TO ASSOCIATE COMPANIES: ALABAMA POWER COMPANY 119 214 GEORGIA POWER COMPANY 186 202 GULF POWER COMPANY - 11 MISSISSIPPI POWER COMPANY 3 19 SOUTHERN COMPANY SERVICES 1,250 2,051 SOUTHERN ELECTRIC WHOLESALE GENERATORS - 2,035 SOUTHERN ELEC INT'L. HAWAIIAN COGENERATORS - 1,346 BEMBERG - 188 ------ ------ TOTAL 1,560 6,066 ------ ------ ACCOUNT 242 - MISCELLANEOUS CURRENT AND ACCRUED LIABILITIES: Accrued Pensions 1,060 1,461 Employee Flex Care - 15 Accrued Post Retirement Medical - 1,442 Accrued Bonuses - Home Office - 1,766 Accrued Bonuses - Plant - 184 Accrued Incentive Payable - 128 Employee Group Insurance Premiums Withheld - 10 Billing in Excess of Cost on Uncompleted Contracts 1,326 1,764 Vacation Clearing Prior Year - 761 Loss Provision 11,165 10,704 ESP and ESOP 1,175 - Turnover Tax Payable - 2 VAT "Debit" - 22 Miscellaneous 66 3 ------ ------ TOTAL 14,792 18,262 ------ ------
16 15-A ANNUAL REPORT OF SOUTHERN ELECTRIC INTERNATIONAL, INC. For the Year Ended December 31, 1993 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. 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES General Southern Electric International, Inc. ("SEI" or the "Company"), a wholly owned subsidiary of The Southern Company ("Southern"), is engaged in the engineering, construction, operation, maintenance, and ownership of cogeneration and independent power facilities as well as marketing to utilities and industrial concerns the technical expertise of the Southern electric system in developing, maintaining, and operating electric power systems. SEI is also involved in the development and marketing of computer software products primarily for the utility industry (see "Computer Software Development Costs"). The subsidiary companies of the Southern electric system provide professional services at cost to SEI which, in turn, resells these services to its customers. SEI also owns 99% of SEI Operadora del Argentina, S.A. ("Operadora"), incorporated in 1993 for the purpose of providing operational and maintenance services to Hidroelectrica Alicura, S.A. Basis of Consolidation and Presentation The consolidated financial statements include the accounts of SEI and its respective share of the accounts of joint ventures (Note 2) in which it has 50% ownership interests. On February 5, 1993, SEI transferred the net liabilities of its exempt wholesale generator operations ("EWG") to Southern. The transaction was effected as a tax-free stock transfer. Accordingly, no cash was received for the transfer. See Note 12 for further discussion. Statement of Cash Flows For purposes of the statements of cash flows, temporary investments represent securities with maturities of 90 days or less and are considered cash equivalents. Cash paid for interest during the years ended December 31, 1993 and 1992 was approximately $51,000 and $873,000, respectively, and is net of amounts capitalized. Cash refunded for income taxes during 1993 and 1992 was approximately $6,500,000 and $6,300,000, respectively. Revenue Recognition Revenues from engineering and other service contracts and agreements are recognized using the percentage-of-completion method. The extent of progress toward completion is measured by the percentage of costs incurred to date to total estimated costs on each contract. Provisions for estimated losses on uncompleted contracts are charged to income in full when such losses become probable and are reasonably estimable. SEI also custom designs computer software for utility industry customers primarily on a time and expense basis. Revenues from these contracts/agreements are recognized as the costs are incurred. Property and Equipment Property and equipment are recorded at cost. Depreciation and amortization are provided using the straight line method over the estimated economic lives of the related assets (ranging from 3 years to 12 years). Leasehold improvements are amortized over the shorter of the terms of the respective leases or the useful lives of the improvements. Upon the retirement or sale of assets, the cost of such assets and the related accumulated depreciation are removed from the accounts and the gain or loss, if any, is credited or charged to income. 17 15 -B ANNUAL REPORT OF SOUTHERN ELECTRIC INTERNATIONAL, INC. For the Year Ended December 31, 1993 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. Income Taxes SEI is included in the consolidated federal income tax return filed by Southern. However, for purposes of the accompanying financial statements, federal income taxes have been determined based on the tax effect of the inclusion of SEI's income and deductions in Southern's federal income tax return. The Company provides deferred income taxes for all significant income tax temporary differences. The Company calculates income taxes based on the Financial Accounting Standards Board ("FASB") Statement of Financial Accounting Standards ("SFAS") No. 109, "Accounting for Income Taxes." SFAS No. 109 requires, among other things, the use of an asset and liability method for the recognition of deferred tax liabilities and assets. See note 5 for additional information about SFAS No. 109. Project Development Costs Effective January 1, 1993, SEI changed its policy for capitalizing preacquisition development costs. Previously, SEI capitalized development costs only when a project milestone was reached (e.g., upon the signing of a purchase power agreement). SEI's new policy is to capitalize and simultaneously fully reserve for development costs for projects in which a milestone has not yet been achieved but whose likelihood of success is probable. At December 31, 1993, SEI had capitalized and fully reserved for approximately $6,190,000 in development costs. Computer Software Development Costs SEI capitalizes a portion of its development costs for computer software to be marketed in compliance with Statement of Financial Accounting Standards No. 86, "Accounting for the Costs of Computer Software to Be Sold, Leased, or Otherwise Marketed." Capitalization of computer software development costs begins upon the establishment of technological feasibility. The establishment of technological feasibility and the ongoing assessment of recoverability of computer software development costs require considerable judgment by management with respect to certain external factors, including but not limited to technological feasibility, anticipated future gross revenues, estimated economic life, and changes in software and hardware technology. Computer software development costs totaled approximately $982,000 at December 31, 1993 and 1992. Accumulated amortization of computer software development costs was approximately $982,000 and $818,000 at December 31, 1993 and 1992, respectively. The related amortization of computer software development costs was approximately $164,000 and $198,000 for the years ended December 31, 1993 and 1992 respectively. Amortization is computed using the straight-line method over three years. In 1990, SEI contracted with an outside consultant to develop a new version of SEI's nuclear information systems software. As of December 31, 1992, SEI had incurred costs of approximately $3,040,000 related to the project. Due to the consultants' inability to meet project specifications, the Company reached a settlement agreement with the consultant whereby SEI would receive $991,500 in cash and $2,508,500 in goods and services for use by any Southern electric system company. The Company offset the settlement amount against the development costs and recorded a gain of approximately $460,000 which is included in other income for the year ended December 31, 1992 in the accompanying statement of operations. 18 15-C ANNUAL REPORT OF SOUTHERN ELECTRIC INTERNATIONAL, INC. For the Year Ended December 31, 1993 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. 2. JOINT VENTURES For certain contracts, SEI enters into joint venture agreements to complete the project. For these joint ventures in which SEI has a 50% interest, SEI's respective share of the assets, liabilities, income, and expenses of the joint venture is included in the accompanying financial statements. Revenue is recognized on the percentage-of-completion basis for these joint ventures. SEI's share of combined condensed results of operations and combined net assets of the joint ventures for the years ended December 31, 1993 and 1992 is as follows (in thousands): 1993 1992 Net Loss $293 $90 Total assets $74 $30 Less liabilities 51 8 Net Assets $23 $22 3. PENSION AND OTHER EMPLOYEE COSTS SEI participates in the Pension Plan for Employees of Southern Company Services, Inc., a defined benefit, trusteed, noncontributory plan covering substantially all regular employees. The following table sets forth SEI's portion of the defined benefit plan's funded status as of December 31, 1993 and 1992 (in thousands):
1993 1992 Actuarial present value of benefit obligations: Vested benefits $(2,415) $(1,630) Nonvested benefits (392) (312) Accumulated benefit obligation (2,807) (1,942) Additional amounts related to projected salary increases (2,065) (1,633) Projected benefit obligation (4,872) (3,575) Less: Fair value of plan assets, primarily equity and fixed income securities 4,045 3,105 Unrecognized net gain (889) (864) Unrecognized net transition obligation 170 184 Unrecognized prior service cost 85 90 Accrued pension costs recognized in the accompanying balance sheets $(1,461) $(1,060)
19 15 - D ANNUAL REPORT OF SOUTHERN ELECTRIC INTERNATIONAL, INC. For the Year Ended December 31, 1993 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. The actuarial present value of the projected benefit obligation was determined using a discount rate of 7.5% for 1993 and 8% for 1992 and a rate of increase in future compensation levels of 5% for 1993 and 6% for 1992. The expected long-term rate of return on assets was 8.5% for 1993 and 1992. The net periodic pension cost for 1993 and 1992 included the following components (in thousands):
1993 1992 Service cost - benefits earned $476 $324 Interest cost on projected benefit obligation 298 225 Actual return on plan assets (452) (123) Net amortization and deferrals 234 (50) Net periodic pension cost $556 $376
In December 1990, FASB issued SFAS No. 106, "Employers' Accounting for Postretirement Benefits Other Than Pensions." This statement, which SEI adopted in 1993, requires recognition of postretirement benefits (such as health care benefits) during the years an employee provides service. Upon adoption, SFAS No. 106 requires the recognition of an a transition obligation which represents the portion of future retiree benefit costs related to service already rendered by both active and retired employees. This transition obligation can either be recognized as a one-time charge to earnings in the year of adoption or amortized through charges to earnings over a 20 year period. The Company's estimate of the transition obligation is approximately $1,163,000. The Company has elected to recognize this obligation as a one-time charge to earnings in the year of adoption. Retiree medical and life insurance information is shown only for 1993 because SFAS no. 106 was adopted as of January 1, 1993 on a prospective basis. The funded status of the medical and life plans at December 31, 1993 was as follows (in thousands):
MEDICAL LIFE Actuarial present value of benefit obligation: Retirees $100 $110 Employees eligible to retire 21 0 Other 669 263 Accumulated benefit obligation 790 373 Less fair value of plan assets 0 0 Accrued liability recognized in the consolidated balance sheet $790 $373
The discount, future compensation, and expected long-term return on assets rates used for pensions above were also used in measuring the postretirement benefit obligation. The weighted average medical care cost trend rate was 11.3% for 1993, decreasing gradually to 6% through the year 2000 and remaining at that level thereafter. An annual increase in the assumed medical care cost trend rate by 1% would increase the accumulated postretirement benefit obligation for the medical portion of the plan as of December 31, 1993 by approximately $208,000 and the aggregate of the service cost and interest cost components of the net retiree medical cost by approximately $58,000. 20 15-E ANNUAL REPORT OF SOUTHERN ELECTRIC INTERNATIONAL, INC. For the Year Ended December 31, 1993 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. The components of the plans' net cost are shown below (in thousands):
MEDICAL LIFE Benefits earned during the year $141 $46 Interest cost on accumulated projected benefit obligation 63 29 Net postretirement cost $204 $75 4. OPERATING LEASES
SEI has entered into noncancelable operating leases for office space. The expenses under these leases were approximately $778,000 in 1993 and $564,000 in 1992. These leases contain certain concessions and escalations; therefore, rent expense is recognized on a straight-line basis over the lease terms. The future rental obligations for the remainding lease terms are as follows (in thousands) 1994 $841 1995 860 1996 860 1997 860 1998 and thereafter 2,500 Total minimum lease commitments $5,921 5. INCOME TAXES Effective January 1, 1993, SEI adopted SFAS No. 109 "Accounting for Income Taxes." SFAS No. 109 requires the use of an asset and liability approach for financial accounting and reporting for income taxes. The adoption of SFAS No. 109 resulted in cumulative adjustments that had no material effect on consolidated net income. A detail of the benefit for income taxes is set forth below (in thousands): 1993 1992 Current benefit $8,071 $1,510 Deferred benefit 2,212 3,605 $10,283 $5,115 The tax effects of temporary differences between the carrying amounts of assets and liabilities in the financial statements and their respective bases, which give rise to deferred tax assets and liabilities are as follows: Deferred Deferred Tax Tax Assets Liabilities Accelerated depreciation $ 0 $ 111 Costs in excess of billings for contracts 0 2,166 Billings in excess of costs for contracts 915 0 Contract loss provisions 7,563 0 Loss reserve temporary differences 3,570 0 Deferred bidding expenses 1,684 0 Other 1,239 563 Deferred tax asset valuation allowance (305) 0 Total 14,666 2,840 Less current portion 4,320 2,166 Total noncurrent $10,346 $ 674 21 15 - F ANNUAL REPORT OF SOUTHERN ELECTRIC INTERNATIONAL, INC. For the Year Ended December 31, 1993 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. The benefit for income taxes as a percentage of pretax loss and a reconciliation to the statutory federal tax rate are as follows: 1993 1992 Effective tax rate 37% 36% Other, net (2) (2) Statutory federal tax rate 35% 34% 6. REVENUES FROM MAJOR CUSTOMERS The Goodyear Project generated revenues of approximately $4,531,240 and $4,050,000 in 1993 and 1992, respectively. The Southern Clean Fuels Project with the U.S. Department of Energy generated revenues of approximately $5,308,000 in 1992. The equipment installation contract with Oglethorpe Power Corporation generated revenues of approximately $3,111,791 in 1993. The maintenance contract with Pooled Inventory Management Company generated revenues of approximately $3,035,753 in 1993. No other customer provided over 10% of SEI's revenues in 1993 or 1992. 7. RELATED-PARTY TRANSACTIONS Additional Equity Contributions Effective December 31, 1993, Southern converted $6,941,000 in principal amount of notes payable to Southern to equity. This amount has been recorded as an increase in additional paid-in capital in the accompanying balance sheet at December 31, 1993. Effective September 30, 1992, Southern converted $3,000,000 in notes with SEI to equity. In addition, effective December 31, 1992, Southern converted an additional $18,915,000 in principal amount of loans outstanding to SEI to equity. Of the $21,915,000 in borrowings converted to equity in 1992, $20,269,000 related to 1992 borrowings and $1,646,000 related to borrowings outstanding at December 31, 1991. No additional common stock was issued to Southern, and the entire $21,915,000 was recorded as an increase in additional paid-in capital in the accompanying balance sheet at December 31, 1992. Notes Payable Southern is authorized by its board of directors to provide up to $63,000,000 in working capital to SEI and $150,000,000 for equity investments in projects with maturities no later than December 31, 2000. The interest rate cannot exceed the prime rate in effect on the date of issuance. In connection with such notes, a commitment fee may be required that may not exceed .5% of the principal amount of the notes. Interest expense related to borrowings from Southern was approximately $676,000 in 1992. There was no such interest expense incurred in 1993. In certain instances, Southern acts as surety, guarantor, or indemnifier of SEI's performance of its contractual obligations. Southern's board of directors has authorized up to $150,000,000 and the Securities and Exchange Commission has authorized up to $300,000,000 of such commitments by Southern. Current utilization under this authority is approximately $2,500,000 as of December 31, 1993 and 1992. 22 15 - G ANNUAL REPORT OF SOUTHERN ELECTRIC INTERNATIONAL, INC. For the Year Ended December 31, 1993 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. Related-Party Services SEI has agreements with Southern Company Services, Inc. and each of the system operating companies under which these companies provide the following services to SEI at cost: general engineering, design engineering, accounting and statistical 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. SEI reimburses the service company and the various operating companies at cost for these services. Such costs amounted to approximately $21,258,000 and $16,100,000 in 1993 and 1992, respectively. International Development Expense Reimbursement Southern has agreed to reimburse SEI $1,837,000 for development expenses incurred on certain international projects during 1992. At December 31, 1992, this amount is included in accounts receivable-associated companies in the accompanying balance sheet. 8. WOOD GASIFICATION PROJECT In 1990, SEI signed an agreement with a paper company to relocate SEI's wood gasification facility from its location in Florida to the paper company's plant in Macon, Georgia. During 1991, SEI management determined that the success of the project with the paper company was in doubt as the paper company announced its intentions to sell substantially all of its assets. Accordingly, SEI recorded a loss provision of approximately $20,903,000 which included asset write-offs and an estimate of future costs to terminate the project. In 1992, the paper company completed the sale of substantially all of its assets to another company (the "Assignee Company"). The Assignee Company assumed the paper company's obligations for the wood gasification project. SEI reached an agreement with the Assignee Company whereby the Assignee Company would pay SEI $2,000,000 and SEI would sell or remove the property from the plant. Accordingly, SEI reduced its reserve for loss on the wood gasification project by $2,004,000 in 1992. In January 1994, SEI reached an agreement to purchase the facility from the lessor for $7,444,000 as of March 31, 1994. Due to the purchase agreement and estimated additional expenses required to terminate plant operations, SEI recorded an adjustment to increase the reserve by $900,000. This adjustment has been reflected as an increase in the loss on wood gasification project in the accompanying statement of operations for the year ended December 31, 1993. 9. REMOTE OFFICE CLOSING During 1993, SEI closed its San Diego, California , office. Accordingly, a provision of $500,000 related to the costs of closing the office was recorded. The related loss reserve is included in other accrued liabilities in the accompanying balance sheet. 10. CONSULTING SEVERANCE COSTS In 1993, SEI ceased providing certain consulting services. Estimated severance costs associated with discontinuing the consulting services were approximately $1,036,000 which had not been paid as of December 31, 1993. Accordingly, the reserve for the severance costs is included in other accrued liabilities in the accompanying balance sheet. 23 15 - H ANNUAL REPORT OF SOUTHERN ELECTRIC INTERNATIONAL, INC. For the Year Ended December 31, 1993 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. 11. CONTINGENCIES Litigation With Former President In October 1991, a former SEI president filed suit in the Superior Court of DeKalb County (Georgia) against Southern, SEI, and an executive vice president of Southern. The plaintiff alleges defamation, breach of contract, and intentional infliction of emotional distress arising from his termination as president of SEI. The complaint seeks an unspecified amount of compensatory damages and at least $20,000,000 of punitive damages. While the defendants believe the defenses they have asserted to all of the plaintiff's claims are meritorious, the outcome of this matter cannot now be determined. Accordingly, no provision for any liabilities that may result has been made in the accompanying financial statements. Other Matters The Company is subject to other legal actions and claims arising in the ordinary course of business. In the opinion of management, the disposition of these matters will not have a material adverse impact on the financial position of the company. 12 DISCONTINUED OPERATIONS On January 18, 1993, the board of directors of SEI adopted a plan to dispose of the EWG operations of SEI which consisted of investments in Hawaiian Cogenerators, Inc., SEI Birchwood, Inc., and Birchwood Development Corp. Effective February 5, 1993, SEI transferred the net assets of the EWG operation to Southern in the form of a tax-free dividend. Southern subsequently transferred these assets to its wholly owned subsidiary, Southern Electric Wholesale Generators, Inc. in the form of a tax-free dividend. The net liabilities of the EWG operations were $1,244,000 at February 5, 1993. No gain of loss was recorded for the transaction. The disposal of the EWG operations has been accounted for as a discontinued operation. 24 16 ANNUAL REPORT OF SOUTHERN ELECTRIC INTERNATIONAL, INC. For the Year Ended December 31, 1993 SCHEDULE XV STATEMENT OF INCOME
CURRENT PRIOR ACCOUNT D E S C R I P T I O N YEAR YEAR INCOME 457 Charges for intellectual property to associate companies - - 458 Services rendered to non-associate companies 30,387 33,827 421 Miscellaneous income or loss 271 300 Total Income 30,658 34,127 EXPENSES 920 Salaries and wages 11,159 11,326 921 Office supplies and expenses 5,238 2,708 922 Administrative expense transferred - credit (1,760) (210) 923 Outside services employed 31,709 28,207 924 Property insurance 222 94 925 Injuries and damages 110 163 926 Employee pensions and benefits 4,592 2,494 928 Disposition of intellectual property - - 930.1 General advertising expense 101 86 930.2 Miscellaneous general expenses 3,557 82 931 Rents 998 594 932 Maintenance of structures and equipment 46 38 403 Depreciation and amortization expense 1,276 1,068 408 Taxes other than income taxes 1,033 962 409 Income taxes (8,071) (3,834) 410 Provision for deferred income taxes (49) 135 411 Provision for deferred income taxes - credit (2,163) (1,416) 411.5 Investment tax credit - - Foreign taxes 111 - 426.1 Donations 4 4 426.5 Other deductions 2 1 427 Interest on long-term debt 11 (27) 430 Interest on debt to associate companies - 676 431 Other interest expense - - Total Expense 48,126 43,151 Net Income or (Loss) (17,468) (9,024)
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. 25 17 ANNUAL REPORT OF SOUTHERN ELECTRIC INTERNATIONAL, INC. For the Year Ended December 31,1993 ANALYSIS OF BILLINGS CHARGES FOR INTELLECTUAL PROPERTY TO ASSOCIATE COMPANIES ACCOUNT 457 TOTAL NAME OF ASSOCIATE COMPANY AMOUNT BILLED Not Applicable Total - 26 18 ANNUAL REPORT OF SOUTHERN ELECTRIC INTERNATIONAL, INC. For the Year Ended December 31, 1993 ANALYSIS OF BILLING NON-ASSOCIATE COMPANIES ACCOUNT 458
DESCRIPTION TOTAL COST EXCESS OR DEFICIENCY TOTAL AMOUNT BILLED --------------------------------------------------------------------------------------------------------------------------- Consulting & Engineering 6,715 (1,532) 5,183 Information Systems 5,970 (3,416) 2,554 Nuclear 5,673 555 6,228 Franchises & Other 6,100 620 6,720 Operations 6,835 938 7,773 Project Management 1,990 (61) 1,929 ------ ------ ------ TOTAL 33,283 (2,896) 30,387 ----- ------ ------ ------
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. 27 19 ANNUAL REPORT OF SOUTHERN ELECTRIC INTERNATIONAL, INC. For the Year Ended December 31, 1993 SCHEDULE XVII SCHEDULE OF EXPENSE DISTRIBUTION BY DEPARTMENT OR SERVICE FUNCTION
TOTAL DEPARTMENT OR SERVICE FUNCTION DESCRIPTION OF ITEMS AMOUNT OVERHEAD SEI Operadora - ------------------------------------------------------------------------------------------------------------------------- 920 SALARIES AND WAGES 11,159 11,159 921 OFFICE SUPPLIES AND EXPENSES 5,238 5,238 922 ADMIN EXP TRANSFERRED - CREDIT (1,760) (1,760) 923 OUTSIDE SERVICES EMPLOYED 31,709 31,506 203 924 PROPERTY INSURANCE 222 222 925 INJURIES AND DAMAGES 110 110 926 EMPLOYEE PENSIONS AND BENEFITS 4,592 4,592 928 DISPOSITION OF INTELLECTUAL PROP. - - 930.1 GENERAL ADVERTISING EXPENSE 101 101 930.2 MISCELLANEOUS GENERAL EXPENSE 3,557 3,557 931 RENTS 998 998 932 MAINTENANCE OF STRUCTURES & EQUIP 46 46 403 DEPRECIATION & AMORTIZATION EXP 1,276 1,276 408 TAXES OTHER THAN INCOME TAX 1,033 1,033 409 INCOME TAXES (8,071) (8,071) 410 PROVISION FOR DEFERRED INCOME TAX (49) (49) 411 PROV DEFERRED INCOME TAX - CREDIT (2,163) (2,163) FOREIGN TAXES 111 - 111 411.5 INVESTMENT TAX CREDIT - - 426.1 DONATIONS 4 4 426.5 OTHER DEDUCTIONS 2 2 427 INTEREST ON LONG TERM DEBT 11 11 430 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: Uniform System Account. TOTAL EXPENSES 48,126 47,812 314 ------ ------ ---
28 20 ANNUAL REPORT OF SOUTHERN ELECTRIC INTERNATIONAL, INC. For the Year Ended December 31, 1993 SCHEDULE XVII SCHEDULES OF EXPENSE DISTRIBUTION BY DEPARTMENT OR FUNCTION ACCOUNT NUMBER DEPARTMENT OR FUNCTION -------------- ------------------------ 920 Not needed 921 922 923 924 925 926 928 930.1 930.2 931 932 403 408 409 410 411 411.5 426.1 426.5 427 430 431 29 21 ANNUAL REPORT OF SOUTHERN ELECTRIC INTERNATIONAL, INC. For the Year Ended December 31,1993 DEPARTMENTAL ANALYSIS OF SALARIES ACCOUNT 920
NAME OF DEPARTMENT OR SERVICE FUNCTION SALARY EXPENSE NUMBER PERSONNEL -------------------------------------- -------------- ---------------- Indicate each department or service function. TOTAL END OF AMOUNT YEAR SOUTHERN ELECTRIC INTERNATIONAL 11,159 205 ------ --- TOTAL 11,159 205 ------ ---
30 22 ANNUAL REPORT OF SOUTHERN ELECTRIC INTERNATIONAL, INC. For the Year Ended December 31,1993 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. ASSOCIATE COMPANY AMOUNT - ----------------- ------ Not Applicable TOTAL - 31 23 ANNUAL REPORT OF SOUTHERN ELECTRIC INTERNATIONAL, INC. For the Year Ended December 31,1993 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 86 Miscellaneous General Expense 68 Reserve for Potential Loss on Government Contracts 1,290 Accrue Vacation Expense Earned but Not Taken 761 Accrue Severence Pay for Southern Enterprises 1,036 SCF Miscellaneous General Expense 274 Bad Debt Expense 42 ----- TOTAL 3,557 ----- 32 24 ANNUAL REPORT OF SOUTHERN ELECTRIC INTERNATIONAL, INC. For the Year Ended December 31,1993 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 41 Real Estate and Personal Property 54 Other State and Local Taxes and Licenses 41 Sales Tax 2 Mexico Expatriate Income Tax - Employer 49 Mexico Local Payroll Tax - Employer 3 Mexico Expatriate Social Security Tax - Employer 3 Mexico Federal Payroll Tax - Employer 1 Mexico Expatriate Retirement / Housing - Employer 1 Puerto Rico Income Tax - Employee Differential 4 Use Tax 1 ----- Subtotal 200 ----- U. S. Government: FICA - Employers Portion 818 FUTA 15 ----- Subtotal 833 ----- ----- TOTAL 1,033 -----
33 25 ANNUAL REPORT OF SOUTHERN ELECTRIC INTERNATIONAL, INC. For the Year Ended December 31,1993 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 ----------------- ------------------- ------ 13 Items (Less than $3,000 each) Employer Gift Matching Contributions 4 --- TOTAL 4 ---
34 26 ANNUAL REPORT OF SOUTHERN ELECTRIC INTERNATIONAL, INC. For the Year Ended December 31,1993 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 DESCRIPTION NAME OF PAYEE BILLED - ----------- ------------- ------ State & Local - Penalties/Fines U. S. Virgin Islands 1 State & Local - Penalties /Fines State of Hawaii 1 --- TOTAL 2 ---
35 27 ANNUAL REPORT OF SOUTHERN ELECTRIC INTERNATIONAL, INC. For the Year Ended December 31,1993 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. 36 28 ANNUAL REPORT OF SOUTHERN ELECTRIC INTERNATIONAL, INC. For the Year Ended December 31,1993 SCHEDULE XIX OUTSIDE SERVICES EMPLOYED 923 INSTRUCTIONS: Provided below is a break down of outside services employed. - ----------------------------------------------------------------------------- 1993 1992 ---- ---- Legal Fees 3,241 1,121 Accounting and Audit Fees 309 496 Alabama Power Company 1,010 819 Georgia Power Company 3,896 4,089 Gulf Power Company 21 13 Mississippi Power Company 114 39 Southern Company Services 16,217 10,595 Savannah Electric Company - 60 Other Outside Companies 6,607 10,843 Joint Venture SEI/Daniel 294 132 ------- ------- $31,709 $28,207 ------- ------- 37 29 ORGANIZATION CHART SOUTHERN ELECTRIC INTERNATIONAL, INC. TOM BOREN PRESIDENT AND CEO |-------RAY HILL VICE PRESIDENT AND CFO |-------SAM SHEPARD VICE PRESIDENT DOMESTIC AND ASSISTANT SECRETARY |-------BILL MANER VICE PRESIDENT AND TREASURER |-------TOMMY CHISHOLM VICE PRESIDENT AND SECRETARY |-------RICK PERSHING VICE PRESIDENT INTERNATIONAL AND ASSISTANT SECRETARY |-------RON LEGGETT VICE PRESIDENT POWER SUPPLY |-------LARRY WESTBROOK VICE PRESIDENT FINANCE |-------PAUL DENICOLA VICE PRESIDENT ORGANIZATION CHART SEI OPERADORA DE ARGENTINA S.A RON LEGGETT PRESIDENT OF THE BOARD | | MARIANO GRONDONA SECRETARY OF THE BOARD 38 SIGNATURE CLAUSE Pursuant to the requirements of the Public Utility Holding Company Act of 1935 and in accordance with release numbers 22132, and ordernumbers 70-6599, dated July 17, 1981, this undersigned company has duly caused this report to be signed on its behalf by the undersigned officer thereunto duly authorized. SOUTHERN ELECTRIC INTERNATIONAL, 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, 1994 EX-99.B24 3 EXHIBIT B-24 - BYLAWS OF SEI AS AMENDED 2/25/94 EXHIBIT B-24 Amended February 25, 1994 BY-LAWS OF SOUTHERN ELECTRIC 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 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. - 1 - 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 - 2 - 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 - 3 - 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. - 4 - 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 - 5 - 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 - 6 - 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. - 7 - 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. - 8 - 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 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. - 9 - 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 - 10 - 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 - 11 - 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 - 12 - 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 - 13 - 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. - 14 - 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. - 15 - 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 - 16 - 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. - 17 - EX-99.B26 4 EXHIBIT B-26 - AMENDMENT TO ARTICLES OF SDIG DATED 3/25/93 EXHIBIT B-26 ARTICLES OF AMENDMENT OF THE SOUTHERN INVESTMENT GROUP, INC. The Articles of Amendment of THE SOUTHERN INVESTMENT GROUP, INC. are as follows: 1. The name of the corporation is THE SOUTHERN INVESTMENT GROUP, INC. (the "Corporation") and its charter number is 8512596. 2. The Articles of Incorporation of the Corporation as heretofore granted by the Georgia Secretary of State are hereby amended in that the name of the Corporation is changed from THE SOUTHERN INVESTMENT GROUP, INC. to THE SOUTHERN DEVELOPMENT AND INVESTMENT GROUP, INC. To effect this change, the Articles of Incorporation of the Corporation are hereby amended, insofar as they refer to the name of the Corporation, to read THE SOUTHERN DEVELOPMENT AND INVESTMENT GROUP, INC. in lieu of THE SOUTHERN INVESTMENT GROUP, INC. 3. The proposed amendment of the Articles of Incorporation set forth in Paragraph 2 hereof was adopted by the Board of Directors of the Corporation on March 24, 1993. Shareholder approval of the proposed amendment was not required pursuant to Section 14-2- 1002 of the Georgia Business Corporation Code. IN WITNESS WHEREOF, THE SOUTHERN INVESTMENT GROUP, INC. has caused its duly authorized corporate officer to execute these Articles of Amendment as of this 25th day of March, 1993. THE SOUTHERN INVESTMENT GROUP, INC. By: /s/Tommy Chisholm Title: Secretary - 2 - EX-99.B30 5 EXHIBIT B-30 - CERTIFICATE OF INCORPORATION OF SERC EXHIBIT B-30 CERTIFICATE OF INCORPORATION OF SOUTHERN ELECTRIC RAILROAD COMPANY I. The name of the corporation is SOUTHERN ELECTRIC RAILROAD COMPANY (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 is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware. IV. The Corporation shall be authorized to issue One Hundred Thousand (100,000) 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 one (1) member, whose name and corresponding mailing address is: Bill Guthrie Southern Electric Railroad Company P.O. Box 2625 Birmingham, Alabama 35202 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 Dean L. Carrick, NationsBank Plaza, 600 Peachtree Street, N.E., Suite 5200, Atlanta, Georgia 30308-2216. /s/Dean L. Carrick, Incorporator -2- EX-99.B31 6 EXHIBIT B-31 - BYLAWS OF SERC EXHIBIT B-31 SOUTHERN ELECTRIC RAILROAD COMPANY * * * * * 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 -2- 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. -3- 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 one (1) director. Thereafter, within the limits above specified, the number of directors shall be determined by resolution of the board of directors or by the stockholders at the annual meeting. The directors shall be elected at the annual meeting of the stockholders, except as provided in Section 2 of this Article, and each director elected shall hold office until his successor is elected and qualified. Directors need not be stockholders. Section 2. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and shall qualify, unless sooner displaced. If there are no directors in office, then an election of directors may be held in the manner provided by statute. If, at the time of filling any vacancy or any newly created directorship, the directors then in office shall constitute less than a majority of the whole board (as constituted immediately prior to any such increase), the Court of Chancery may, upon application of any stockholder or stockholders holding at least ten percent of the total number of the shares at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office. Section 3. The business of the corporation shall be managed by or under the direction of its board of directors which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the certificate of incorporation or by these by-laws directed or required to be exercised or done by the stockholders. MEETINGS OF THE BOARD OF DIRECTORS Section 4. The board of directors of the corporation may hold meetings, both regular and special, either within or without the State of Delaware. Section 5. The first meeting of each newly elected board of directors shall be held at such time and place as shall be fixed -4- 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 -5- 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 -6- 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. -7- 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 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. 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 -8- 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 -9- 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 -10- 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. -11- 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. The corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person -12- acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful. Section 2. The corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if he or she acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper. Section 3. To the extent that a director, officer, employee or agent of the corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections 1. and 2., or in defense of any claim, issue or matter therein, such individual shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him or her in connection therewith. Section 4. Any indemnification under Sections 1. and 2. (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he or she has met the applicable standard of conduct set forth in Sections 1. and 2. -13- Such determination shall be made (1) by the board of directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (2) if such a quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (3) by the stockholders. Section 5. Expenses (including attorneys' fees) incurred by an officer or director in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such individual is not entitled to be indemnified by the corporation as authorized in this Section. Such expenses (including attorneys' fees) incurred by other employees and agents may be so paid upon such terms and conditions, if any, as the board of directors deems appropriate. Section 6. The indemnification and advancement of expenses provided by this Article VII shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such individual's official capacity and as to action in another capacity while holding such office. Section 7. The corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of his or her status as such, whether or not the corporation would have the power to indemnify him or her against such liability under the provisions of this section. Section 8. For purposes of this Article VII, references to "the corporation" shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Article -14- VII with respect to the resulting or surviving corporation as he or she would have with respect to such constituent corporation if its separate existence had continued. Section 9. For purposes of this Article VII, references to "other enterprises" shall include employee benefit plans; references to "fines" shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to "serving at the request of the corporation" shall include any service as a director, officer, employee or agent of the corporation which imposes duties on, or involves services by, such director, officer, employee, or agent with respect to an employee benefit plan, its participants, or beneficiaries; and a person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner "not opposed to the best interests of the corporation" as referred to in this Article VII. Section 10. The indemnification and advancement of expenses provided by, or granted pursuant to, this Article VII shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person. 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. -15- 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 -16- 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 January 22, 1993. /s/Tommy Chisholm [SEAL] Tommy Chisolm, Secretary -17- EX-99.B32 7 EXHIBIT B-32 - CERTIFICATE OF INCORPORATION OF SEIH EXHIBIT B-32 CERTIFICATE OF INCORPORATION OF SEI HOLDINGS, INC. I. The name of the corporation is SEI HOLDINGS, 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 is to engage exclusively in the direct and indirect ownership of the securities, or an interest in the business, of any one or more exempt wholesale generators, foreign utility companies, or "qualifying facilities," as defined under the Public Utility Regulatory Policies Act of 1978, and in activities that are incidental thereto. 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 one (1) member, whose name and corresponding mailing address is: Douglas L. Miller 5200 NationsBank Plaza 600 Peachtree Street, N.E. Atlanta, Georgia 30308-2216 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 Scott A. Hudson, Esquire, NationsBank Plaza, 600 Peachtree Street, N.E., Suite 5200, Atlanta, Georgia 30308-2216. /s/Scott A. Hudson, Esquire, Incorporator -2- EX-99.B33 8 EXHIBIT B-33 - BYLAWS OF SEIH EXHIBIT B-33 SEI HOLDINGS, 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 -2- 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 one (1) director. Thereafter, within the limits above specified, the number of directors shall be determined by resolution of the board of directors or by the stockholders at the annual meeting. The directors shall be elected at the annual meeting of the stockholders, except as provided in Section 2 of this Article, -3- 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. -4- 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 -5- 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. -6- 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. -7- 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 -8- 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 -9- 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 -10- 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. -11- 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. The corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful. Section 2. The corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, -12- joint venture, trust or other enterprise against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if he or she acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper. Section 3. To the extent that a director, officer, employee or agent of the corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections 1. and 2., or in defense of any claim, issue or matter therein, such individual shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him or her in connection therewith. Section 4. Any indemnification under Sections 1. and 2. (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he or she has met the applicable standard of conduct set forth in Sections 1. and 2. Such determination shall be made (1) by the board of directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (2) if such a quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (3) by the stockholders. Section 5. Expenses (including attorneys' fees) incurred by an officer or director in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such individual is not entitled to be indemnified by the corporation as authorized in this Section. Such expenses (including attorneys' fees) incurred by other employees and agents may be so paid upon such terms and conditions, if any, as the board of directors deems appropriate. Section 6. The indemnification and advancement of expenses provided by this Article VII shall not be deemed exclusive of any other rights to which those seeking indemnification or -13- advancement of expenses may be entitled under any agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such individual's official capacity and as to action in another capacity while holding such office. Section 7. The corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of his or her status as such, whether or not the corporation would have the power to indemnify him or her against such liability under the provisions of this section. Section 8. For purposes of this Article VII, references to "the corporation" shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Article VII with respect to the resulting or surviving corporation as he or she would have with respect to such constituent corporation if its separate existence had continued. Section 9. For purposes of this Article VII, references to "other enterprises" shall include employee benefit plans; references to "fines" shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to "serving at the request of the corporation" shall include any service as a director, officer, employee or agent of the corporation which imposes duties on, or involves services by, such director, officer, employee, or agent with respect to an employee benefit plan, its participants, or beneficiaries; and a person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner "not opposed to the best interests of the corporation" as referred to in this Article VII. Section 10. The indemnification and advancement of expenses provided by, or granted pursuant to, this Article VII shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee -14- or agent and shall inure to the benefit of the heirs, executors and administrators of such a person. 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. -15- 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 April 20, 1993. /s/Scott A. Hudson [SEAL] Assistant Secretary -16- EX-99.B34 9 EXHIBIT B-34 - CERTIFICATE OF INCORPORATION OF SEIH-III EXHIBIT B-34 CERTIFICATE OF INCORPORATION OF SEI HOLDINGS III, INC. I. The name of the corporation is SEI HOLDINGS III, 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 is to engage exclusively in the direct and indirect ownership of the securities, or an interest in the business, of any one or more exempt wholesale generators, foreign utility companies, or "qualifying facilities," as defined under the Public Utility Regulatory Policies Act of 1978, and in activities that are incidental thereto. 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 one (1) member, whose name and corresponding mailing address is: James A. Ward c/o Southern Electric International, Inc. 100 Ashford Center North Atlanta, Georgia 30338 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 M. Stuart Sutherland, Esquire, NationsBank Plaza, 600 Peachtree Street, N.E., Suite 5200, Atlanta, Georgia 30308-2216. /s/M. Stuart Sutherland, Esquire, Incorporator -2- EX-99.B35 10 EXHIBIT B-35 - BYLAWS OF SEIH-III EXHIBIT B-35 SEI HOLDINGS III, 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 -2- 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 one (1) director. Thereafter, within the limits above specified, the number of directors shall be determined by resolution of the board of directors or by the stockholders at the annual meeting. The directors shall be elected at the annual meeting of the stockholders, except as provided in Section 2 of this Article, -3- 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. -4- 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 -5- 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. -6- 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. -7- 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 -8- 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 -9- 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 -10- 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. -11- 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 -12- 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. -13- 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. -14- 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. -15- I hereby certify that the foregoing By-Laws were duly adopted by the Board of Directors of the Corporation on September 17, 1993. /s/Sam H. Dabbs, Jr. [SEAL] Assistant Secretary -16- EX-99.B36 11 EXHIBIT B-36 - CERTIFICATE OF INCORPORATION OF SEIH-IV EXHIBIT B-36 CERTIFICATE OF INCORPORATION OF SEI HOLDINGS IV, INC. I. The name of the corporation is SEI HOLDINGS IV, 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 is to engage exclusively in the direct and indirect ownership of the securities, or an interest in the business, of any one or more exempt wholesale generators, foreign utility companies, or "qualifying facilities," as defined under the Public Utility Regulatory Policies Act of 1978, and in activities that are incidental thereto. 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 one (1) member, whose name and corresponding mailing address is: James A. Ward c/o Southern Electric International, Inc. 100 Ashford Center North Atlanta, Georgia 30338 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 M. Stuart Sutherland, Esquire, NationsBank Plaza, 600 Peachtree Street, N.E., Suite 5200, Atlanta, Georgia 30308-2216. /s/M. Stuart Sutherland, Esquire, Incorporator -2- EX-99.B37 12 EXHIBIT B-37 - BYLAWS OF SEIH-IV EXHIBIT B-37 SEI HOLDINGS IV, 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 -2- 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 one (1) director. Thereafter, within the limits above specified, the number of directors shall be determined by resolution of the board of directors or by the stockholders at the annual meeting. The directors shall be elected at the annual meeting of the stockholders, except as provided in Section 2 of this Article, -3- 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. -4- 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 -5- 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. -6- 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. -7- 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 -8- 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 -9- 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 -10- 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. -11- 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 -12- 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. -13- 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. -14- 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 September 17, 1993. /s/Sam H. Dabbs, Jr. [SEAL] Assistant Secretary -15- EX-99.B38 13 EXHIBIT B-38 - CERTIFICATE OF INCORPORATION OF SEWG EXHIBIT B-38 CERTIFICATE OF INCORPORATION OF SOUTHERN ELECTRIC WHOLESALE GENERATORS, INC. I. The name of the corporation is SOUTHERN ELECTRIC WHOLESALE GENERATORS, 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 is to directly or indirectly engage in the business of owning, operating or owning and operating exempt wholesale generators and facilities which qualify as generators of electric energy for sale at wholesale. 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 six (6) members, whose names and corresponding mailing addresses are: Thomas G. Boren 100 Ashford Center North Suite 400 Atlanta, Georgia 30346 Kerry E. Adams 64 Perimeter Center East Atlanta, Georgia 30346 Paul J. DeNicola 64 Perimeter Center East Atlanta, Georgia 30346 -2- H. Allen Franklin 64 Perimeter Center East Atlanta, Georgia 30346 W. L. Westbrook 64 Perimeter Center East Atlanta, Georgia 30346 T. J. Bowden 600 North 18th Street Birmingham, Alabama 35203 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 Alan E. Serby, Esquire, NationsBank Plaza, 600 Peachtree Street, N.E., Suite 5200, Atlanta, Georgia 30308-2216. /s/Alan E. Serby, Esquire, Incorporator -3- EX-99.B39 14 EXHIBIT B-39 - BYLAWS OF SEWG EXHIBIT B-39 SOUTHERN ELECTRIC WHOLESALE GENERATORS, 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 -2- 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 three (3) nor more than seven (7). The initial board shall consist of six (6) 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 -3- 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 -4- 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. -5- 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. -6- 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. -7- 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 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. 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. -8- 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 -9- 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. -10- 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 -11- 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. The corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful. -12- Section 2. The corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if he or she acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper. Section 3. To the extent that a director, officer, employee or agent of the corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections 1. and 2., or in defense of any claim, issue or matter therein, such individual shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him or her in connection therewith. Section 4. Any indemnification under Sections 1. and 2. (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he or she has met the applicable standard of conduct set forth in Sections 1. and 2. Such determination shall be made (1) by the board of directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (2) if such a quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (3) by the stockholders. Section 5. Expenses (including attorneys' fees) incurred by an officer or director in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if -13- it shall ultimately be determined that such individual is not entitled to be indemnified by the corporation as authorized in this Section. Such expenses (including attorneys' fees) incurred by other employees and agents may be so paid upon such terms and conditions, if any, as the board of directors deems appropriate. Section 6. The indemnification and advancement of expenses provided by this Article VII shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such individual's official capacity and as to action in another capacity while holding such office. Section 7. The corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of his or her status as such, whether or not the corporation would have the power to indemnify him or her against such liability under the provisions of this section. Section 8. For purposes of this Article VII, references to "the corporation" shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Article VII with respect to the resulting or surviving corporation as he or she would have with respect to such constituent corporation if its separate existence had continued. Section 9. For purposes of this Article VII, references to "other enterprises" shall include employee benefit plans; references to "fines" shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to "serving at the request of the corporation" shall include any service as a director, officer, employee or agent of the corporation which imposes duties on, or involves services by, such director, officer, employee, or agent with respect to an employee benefit plan, its participants, or beneficiaries; and a -14- person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner "not opposed to the best interests of the corporation" as referred to in this Article VII. Section 10. The indemnification and advancement of expenses provided by, or granted pursuant to, this Article VII shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person. 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. -15- 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 February 5, 1993. -16- /s/Tommy Chisholm [SEAL] Secretary -17- EX-99.2 15 EXHIBIT D-2 1 EXHIBIT D-2 INCOME TAX ALLOCATION AGREEMENT THIRTEENTH AMENDMENT Southern Electric Railroad Company was incorporated in 1992 and is wholly owned by The Southern Company. Southern Electric Railroad Company 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 1993 and subsequent years. IN WITNESS HEREOF, this Agreement has been executed, as of the 22nd day of March, 1994. ATTEST: Southern Electric Railroad Company /s/ Tommy Chisholm BY: /s/ Wayne Boston Secretary 2 INCOME TAX ALLOCATION AGREEMENT FOURTEENTH AMENDMENT Southern Electric Wholesale Generators, Inc. was incorporated in 1993 and is wholly owned by The Southern Company. Southern Electric Wholesale Generators, 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 1993 and subsequent years. IN WITNESS HEREOF, this Agreement has been executed, as of the 22nd day of March, 1994. ATTEST: Southern Electric Wholesale Generators, Inc. /s/ Tommy Chisholm BY: /s/ James Ward Secretary 3 INCOME TAX ALLOCATION AGREEMENT FIFTEENTH AMENDMENT SEI Holdings, Inc. was incorporated in 1993 and is wholly owned by The Southern Company. SEI Holdings, Inc. does hereby declare and agree to the terms and conditions provided in the Income Tax Allocation Agreement dated December 29, 1981, as amended on April 19, 1988. EFFECTIVE DATE This Agreement is effective for the Consolidated Tax reflected on the Consolidated Tax Return for 1993 and subsequent years. IN WITNESS HEREOF, this Agreement has been executed, as of the 22nd day of March, 1994. ATTEST: SEI Holdings, Inc. /s/ Tommy Chisholm BY: /s/ James Ward Secretary 4 INCOME TAX ALLOCATION AGREEMENT SIXTEENTH AMENDMENT SEI Holdings III, Inc. was incorporated in 1993 and is wholly owned by The Southern Company. SEI Holdings III, 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 1993 and subsequent years. IN WITNESS HEREOF, this Agreement has been executed, as of the 22nd day of March, 1994. ATTEST: SEI Holdings III, Inc. /s/ Tommy Chisholm BY: /s/ James Ward Secretary 5 INCOME TAX ALLOCATION AGREEMENT SEVENTEENTH AMENDMENT SEI Holdings IV, Inc. was incorporated in 1993 and is wholly owned by The Southern Company. SEI Holdings IV, 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 1993 and subsequent years. IN WITNESS HEREOF, this Agreement has been executed, as of the 22nd day of March, 1994. ATTEST: SEI Holdings IV, Inc. /s/ Tommy Chisholm BY: /s/ James Ward Secretary EX-99.3 16 EXHIBIT E-2 1 EXHIBIT E-2 GEORGIA POWER COMPANY GENERAL ACCOUNTING PROCEDURE 66 COMPANY LOANS I. INTRODUCTION A. Purpose The purpose of this procedure is to provide Company policies and guidelines concerning Company loans available to employees. Company loans are provided to assist employees in purchasing job related tools and equipment, personal computers, purchasing and installing energy efficient equipment and to assist transferring employees and their families in relocating. B. Scope This procedure defines the Employee Energy Loan, Employee Computer Skills Promotion Program (Personal Computer Loan), Relocation Loan and Employee Equipment Loan. This procedure also defines the employee eligibility requirements, steps for requesting loans and the procedure for paying off Company loans. C. Policy The following are policies on Company loans: 1. The Company will provide loans to eligible employees for designated purchases as defined on the agreements. 2. The Company will ensure all purchases are eligible and reasonable. 3. The total amount of all Company loans (relocation, personal computer, employee equipment and energy loans) cannot exceed $20,000. 4. If a Company loan exceeds $10,000 or if a loan amount causes the employee's total Company loans to exceed $10,000, an Employee Tax Addendum must be signed by the employee. 5. Company loans may be paid off early without penalty. 6. The Company may deduct outstanding loans from a terminated employee's final payroll check. 7. Failure to comply with the procedures and requirements for Company loans could result in disciplinary action. 2 REVISED January 17, 1994 GAP 66-2 II. EMPLOYEE ENERGY LOAN The Employee Energy Loan is available to assist employees in the purchase and installation or upgrade of specific energy efficient materials and equipment as outlined in Section III, Energy Loan Eligibility Requirements. This section defines the responsibilities of the employee, Residential Marketing Representative, Payroll Accounting, District Comptroller and Corporate Accounts Receivable. A. Employee Responsibilities 1. The employee is responsible for contacting the district office nearest the employee's residence prior to installation of energy improvements. 2. The employee is responsible for ensuring that the material(s) and equipment are installed in the employee's residence. 3. The employee is responsible for providing accurate information required to complete the employee energy package. Reference Section V, Employee Energy Loan Package. 4. The employee is responsible for ensuring that the loan money acquired is used for the designated purchase(s) as defined on the Employee Energy Loan Agreement (Figure 66-A). 5. The employee is responsible for repayment of the loan as defined on the Employee Energy Loan Agreement. 6. The employee is responsible for contacting Payroll Accounting to determine the total pay off amount if the employee pays off the loan early or leaves the Company before a separation notice is completed. For loans billed on service or non-service accounts (NSA), the originating district should be contacted for the pay off amount. B. Residential Marketing Representative Responsibilities 1. The Residential Marketing Representative is responsible for ensuring the terms and eligibility requirements of the Employee Energy Loan are satisfied by the requesting employee. Reference Section III, Energy Loans Eligibility Requirements and Section IV, A, Terms of Assistance. 2. The Residential Marketing Representative is responsible for completing the Employee Energy Loan Agreement, Energy Loan Amortization Schedule and Uniform Commercial Code (UCC) - Financing Statement - Form 1. 3 REVISED January 17, 1994 GAP 66-3 3. The Residential Marketing Representative is responsible for notifying the employee of the status of the Employee Energy Loan Agreement (approved or disapproved) and recording the notification on the agreement. The Company must provide written notification to the employee regarding adverse action taken on the agreement. 4. The Residential Marketing Representative is responsible for contacting Payroll Accounting to determine the total amount of all outstanding Company loans on the requesting employee. If the loan amount exceeds $10,000 or causes the employee's total Company loans to exceed $10,000, the requesting employee must sign an Employee Tax Addendum (Figure 66-B). The Residential Marketing Representative is also responsible for ensuring the tax implications are communicated to the employee. 5. The Residential Marketing Representative is responsible for forwarding the Employee Energy Loan Agreement, Energy Loan Amortization Schedule and Employee Tax Addendum to the District Comptroller. 6. The Residential Marketing Representative is responsible for inspecting the property for loans exceeding $10,000 to ensure the material(s) and equipment has been installed in the employee's residence. Loans less than $10,000 will be inspected on a random basis by Internal Auditing. C. Payroll Accounting Responsibilities 1. Payroll Accounting is responsible for establishing the employee on payroll deduction. 2. Payroll Accounting is responsible for providing the Residential Marketing Representative the total amount of outstanding Company loans on the requesting employee. 3. Payroll Accounting is responsible for notifying the appropriate District Customer Service Manager when an employee leaves the Company. D. District Comptroller Responsibilities 1. The District Comptroller is responsible for ensuring the employee energy loan package, Reference Section V, Employee Energy Loan Package, is accurate and complete. This includes verifying the employee has satisfied the energy loan eligibility requirements and terms of assistance as defined in Section III, Energy Loan Eligibility Requirements and Section IV, A, Terms of Assistance. 2. The District Comptroller is responsible for accepting or denying Employee Energy Loan Agreements for employees 4 REVISED January 17,1994 GAP 66-4 on payroll deduction. For loans billed on service or NSA accounts, the District Customer Service Manager will accept or deny the Employee Energy Loan Agreement. 3. The District Comptroller is responsible for forwarding completed employee energy loan packages to Corporate Accounts Receivable for employees on payroll deduction. Employee Energy Loans billed on service or NSA accounts are forwarded to Revenue Accounting. 4. The District Comptroller is responsible for filing a lien (Uniform Commercial Code (UCC) - Financing Statement - Form 1) on the employee's property when the loan equals or exceeds $10,000 or when the loan amount causes the employee's total Company loans to equal or exceed $10,000. 5. The District Comptroller is responsible for maintaining employee files. The file should include copies of the Energy Loan Amortization Schedule, Employee Energy Loan Agreement, invoices and, if applicable, a signed Employee Tax Addendum and UCC - Financing Statement. E. Corporate Accounts Receivable Responsibilities 1. Corporate Accounts Receivable is responsible for forwarding completed employee energy loan packages to Payroll Accounting for employees on payroll deduction. For loans billed on service or NSA accounts, packages are forwarded by the District Comptroller directly to Revenue Accounting. 2. Corporate Accounts Receivable is responsible for forwarding a copy of the Employee Energy Loan Agreement to Disbursement Accounting. Disbursement Accounting will issue a check payable to the employee. For retired employees billed on service or NSA accounts, Revenue Accounting will forward a copy of the agreement to Disbursement Accounting. 5 REVISED January 17, 1994 GAP 66-5 III. ENERGY LOAN ELIGIBILITY REQUIREMENTS A. Employee Eligibility Requirements The Employee Energy Loan is available to employees who meet the requirements as outlined in this section. 1. The employee is a regular full-time employee, retired full-time employee or employee on long term disability. Part-time employees are not eligible. 2. The surviving spouse of a deceased full-time employee. 3. The employee has been employed within the Southern Company System one (1) year or longer. 4. The employee owns (or must be in the process of purchasing) the dwelling. 5. The employee's primary residence is eligible for improvements. Vacation and rental homes also qualify provided the property is on Company lines. 6. The employee's residence is a single family detached residence or an attached condominium. Mobile homes qualify if on a permanent foundation and the lot is owned by the employee. B. Eligible Home Improvements The Employee Energy Loan is available for home improvements on existing homes and homes under construction as described in this section. The eligible home improvements must be installed in the employee's residence prior to releasing the employee energy loan package. The Employee Energy Loan is not available for items covered by other loans, including the primary mortgage on a home. Also, labor performed by the employee and the purchases of appliances are not covered by this program. 1. New Construction a. Installation of high efficiency heat pump systems meeting current minimum SEER requirements of the Good Cents Program. b. Installation of electric resistance water heater which qualifies for "off peak" electric rates. c. Heat screening utilizing reflective film, awnings or other such means, but not including trees, shrubbery, etc.. 6 REVISED January 17, 1994 GAP 66-6 d. Installation of heat recovery units which heat water with heat rejected from the residence by cooling equipment. e. Installation of heat pump water heater. f. Installation of electric water heater(s) when "d" or "e" above is installed. 2. Existing Homes a. Installation of high efficiency heat pump systems meeting current minimum SEER requirements of the Good Cents Program. b. Installation of electronic filters, humidifiers, and other associated items when "a" above is installed. c. Heat screening utilizing reflective film, awnings or other such means, but not including trees, shrubbery, etc.. d. Installation of heat recovery units which heat water with heat rejected from the residence by cooling equipment. e Installation of heat pump water heater. f. Installation of electric water heater(s) when "d" or "e" above is installed. g. Thermal insulation of ceilings, walls, floors, duct systems, hot water pipes, and water heaters. h. Weather stripping and caulking around doors and windows. i. Storm windows and doors and/or the replacement of single pane windows with double pane units and/or the replacement of conventional entry doors with foam-core doors. j. Upgrade main service equipment when heat pump(s) or electric water heater(s) is installed. k. Improved attic ventilation including attic fans, power attic ventilators, continuous ridge vents, soffit vents, etc.. l. Economizer, de-humidifier, or similar energy saving device or system. 7 REVISED January 17,1994 GAP 66-7 m. Ceiling fans (inside house only). n. Polyethylene as crawl space ground cover. o. Crawl space ventilators. p. Duct with fan for redistribution of uneven heating and/or cooling. q. Duct Tightening and Insulation as per Good Cents Improved Duct Tightening Guidelines. r. Infiltration Measure Improvements as per the Good Cents Program. s. Installation of electric resistance water heater which qualifies for "off peak" electric rates. 8 REVISED January 17, 1994 GAP 66-8 IV. REQUESTING AN EMPLOYEE ENERGY LOAN A. Terms of Assistance The Residential Marketing Representative must communicate the terms of the loan, as outlined in this section, to the requesting employee prior to completion of the Employee Energy Loan Agreement. 1. Finance charges are calculated at an annual percentage rate of 3%. NOTE: If the employee leaves the Company for any reason other than retirement or long term disability, the annual percentage rate is subject to change. Reference Section VI, C, Termination of Employment. 2. Loan amounts cannot be less than $120 and cannot exceed $20,000. NOTE: The total amount of all outstanding Company loans cannot exceed $20,000. 3. The minimum monthly payroll deduction is $20. 4. Maximum of three (3) loans (i.e., no more than three (3) properties with loans). A new loan cannot be consolidated with an existing loan. 5. Repayment of the loan is a payroll deduction for active employees. For retired employees, the loan will be billed on the employee's monthly electric bill or on an NSA bill. 6. Loan period is a minimum of six (6) months and cannot exceed ten (10) years. 7. All loans may be paid in full at any time without penalty. B. Applying for Employee Energy Loans This section defines the steps the employee must follow to request an Employee Energy Loan. STEP 1: The employee requesting an energy loan should contact the district office nearest the employee's residence prior to energy improvements. STEP 2: The employee should contact a vendor and obtain an invoice for the material(s) and equipment to be purchased and installed. STEP 3: The employee will return the invoice(s) supporting the cost of the eligible energy efficient improvements to the district office. 9 REVISED January 17, 1994 GAP 66-9 STEP 4: The employee will sign and date the Employee Energy Loan Agreement accepting the terms and conditions. The employee will also sign and date the agreement certifying the improvements have been installed in the residence. 10 REVISED January 17, 1994 GAP 66-10 V. EMPLOYEE ENERGY LOAN PACKAGE Once an employee has been determined eligible for an energy loan, an employee energy loan package must be completed. The package includes an Employee Energy Loan Agreement, Employee Tax Addendum, Uniform Commercial Code (UCC) - Financing Statement - Form 1, and Energy Loan Amortization Schedule. Each document is defined in this section. A. Employee Energy Loan Agreement To request an energy loan, an Employee Energy Loan Agreement (form #700859F) must be completed by the Residential Marketing Representative and signed by the requesting employee. Invoices supporting the improvements must be attached to the agreement. The following is a description of the Employee Energy Loan Agreement (Figure 66-A): 1. Date Current Date. 2. Employee Name The employee's last name, first initial, middle initial and suffix (if applicable). 3. Employee Number The unique five (5) digit employee identification number. 4. Employment Check the appropriate block and enter the years of service in the space provided. 5. Employee Social Security Number The employee's nine (9) digit social security number. 6. Spouse Social Security Number The employee's spouse nine (9) digit social security number. This is required only when both employees are employed within the Southern Company System. 7. Street, City, County, Zip The street address, city, county and zip of employee's residence. 11 REVISED January 17, 1994 GAP 66-11 8. Department Name The employee's department name. 9. Location The employee's job location. 10. District The district name where the loan originated. 11. District No. The district number where the loan originated. 12. Cycle, Route, Office No., Premise No., CD, Tenant No. The service or NSA number for retired or terminated employees only. 13. Sales Order No. The last five (5) digits of the employee's social security number. 14. Requested Loan Amount The loan amount requested by the employee. 15. Requested Loan Period The number of monthly payments requested by the employee. 16. Improvements Installed and Financed (Description and Price) The item(s) and price(s) of all improvements financed. 17. Annual Percentage Rate The annual percentage rate the employee will be charged. For regular or retired employees, the annual percentage rate is 3%. For terminated employees, reference Section VI, C, Termination of Employment for the annual percentage rate. 18. Finance Charge The total interest the employee will repay on the loan. Reference Appendix I, Energy Loan Amortization Schedule, for instructions on calculating the Finance Charge. 12 REVISED January 17, 1994 GAP 66-12 19. Amount Financed The total amount loaned to the employee. 20. Total of Payments The total amount the employee will repay the Company. ("Finance Charge" + "Amount Financed" = Total of Payments). 21. Number of Payments The number of months the loan is financed. 22. Amount of Payments The employee's total monthly payment. Reference Appendix I, Energy Loan Amortization Schedule, for instructions on calculating the Amount of Payments. 23. When Payments are Due For employee's on payroll deduction, a good faith estimate based upon the next scheduled payroll deduction for employee loans. For service or NSA accounts, a good faith estimate based upon the billing cycle date. 24. Employee's Obligations This section of the application is completed by entering the amount financed, the total number of payments and the total monthly payment amount. The employee must also date and sign the agreement. 25. Approval The District Comptroller will accept or deny agreements for employees on payroll deduction. For employees established on service or NSA accounts, the District Customer Service Manager will accept or deny an agreement. 26. Certificate of Completion After the improvements have been installed, the address where the improvements were made, the employee's signature and the date must be completed. For loans exceeding $10,000, the Residential Marketing Representative must sign and date the agreement verifying the improvements have been made. 13 REVISED January 17, 1994 GAP 66-13 27. Distribution White and Yellow Corporate Accounts Receivable or Revenue Accounting Pink Employee Goldenrod District B. Employee Tax Addendum An Employee Tax Addendum (Figure 66-B) must be signed by the employee, if the total loan amount or if the loan causes the total amount of all outstanding Company loans to exceed $10,000. The addendum reflects the amount of taxable income received due to the below market interest rate charged on the loan. The taxable amount is included in the employee's current Wage and Tax Statement (form W-2). The excess taxable income the employee is expected to receive is also subject to FICA withholding. Payroll Accounting will provide the Residential Marketing Representative the additional taxable income amount which is entered on the addendum. The signed addendum is forwarded to Corporate Accounts Receivable or Revenue Accounting. A copy should be retained in the originating district office. A copy should also be provided to the employee. C. Financing Statement For loans equal to or exceeding $10,000 or if the loan amount causes the employee's total Company loans to equal or exceed $10,000 a State of Georgia, Uniform Commercial Code (UCC) - Financing Statement - Form 1, (Figure 66-C) must be filed. The UCC-1, Financing Statement places a lien on the property. The statement must be filed with the Clerk of Superior Court in the employee's county of residence. If the loan amount causes the employee's total Company loans to equal or exceed $10,000, the lien should only be filed on the loan amount. The form must be signed by the employee and recorded by the District Comptroller or District Customer Service Manager. It must be requested that the UCC - Financing Statement be indexed to the employee's real estate mortgage records. 1. Completing a Financing Statement The following information must be completed when filing a UCC - Financing Statement: a. Debtor(s) Name and Mailing Address Employee's name and mailing address in which installation is made. 14 REVISED January 17, 1994 GAP 66-14 b. Secured Party(ies) Name and Address Georgia Power Company, Address of District Office c. Assignee of Secured Party(ies) Enter "None" d. If an applicable box, etc. Enter X in the second box (The goods listed herein are or are to become fixtures on the real estate described herein.). Enter the employee's name in the "The record owner or lessee of the real estate is" area. e. The Financing Statement covers, etc. Identify the item(s) installed. Include types, makes, models or serial numbers of equipment. f. Describe real estate, etc. A legal description of the property or address of property. Legal description includes the street address, lot number, block number, district number, subdivision, and county of property location. g. Signature(s) of Debtor(s) Signature of employee to whom the loan is made. h. Signature(s) of Secured Party(ies) Signature of District Customer Service Manager or District Comptroller. 2. Filing A Financing Statement The original and number two (2) copy (carbon remaining in tact) of the UCC - Financing Statement and filing fee is presented to the Clerk of the Superior Court for recording. The filing fees are charged to account number 0-0-926-300 and the appropriate responsibility center number. The number three (3) copy is held in suspense awaiting return of the number two (2) copy from the Clerk of the Superior Court. Both copies are then held in suspense to be attached to the district copy of the Employee Energy Loan Agreement. The number four (4) copy of the UCC - Financing Statement is given to the employee. 15 REVISED January 17, 1994 GAP 66-15 If an application is withdrawn or rejected, the lien is terminated in the same manner followed when the loan has been paid off. Reference Section VI, D, Financing Statement. D. Energy Loan Amortization Schedule The Energy Loan Amortization Schedule is a user friendly program which allows easy calculation of Employee Energy Loans. The on-line program provides the Residential Marketing Representative with the capability to calculate the employee's monthly "Amount of Payments" and total "Finance Charge" on the Employee Energy Loan Agreement. Reference Appendix I, Energy Loan Amortization Schedule for calculation instructions. The program will also calculate an amortization schedule as illustrated in Figure 66-D. A copy of the schedule must be attached to the Employee Energy Loan Agreement. 16 REVISED January 17, 1994 GAP 66-16 VI. PAYING OFF EMPLOYEE ENERGY LOANS A. Selling of Residence If the employee sells the residence and is still employed with the Company, the employee may retain the loan as long as the employee continues to make stipulated payments as defined in the Employee Energy Loan Agreement. If a lien is filed on the residence, the employee must pay off the loan before the lien is removed. For employees on payroll deduction, the employee must contact Payroll Accounting for the pay off amount. For loans billed on service or NSA accounts, the originating district should be contacted for the pay off amount. B. Refinancing of Residence If the residence that an energy loan covers is refinanced, the employee has the option of paying the outstanding balance or with the approval of the District Customer Service Manager or District Comptroller, the Company may execute a subordination agreement. A subordination agreement is a legal document that allows an employee to refinance the mortgage without releasing the lien. The employee is responsible for any expenses incurred in executing the agreement and should provide a copy of the agreement for filing in the district office. C. Termination of Employment 1. Regular Full-Time Employees When an employee is terminated or resigns from the Company, Payroll Accounting will notify the District Customer Service Manager of any outstanding energy loans. If the employee is due a final payroll check, with District Customer Service Manager approval, Payroll Accounting will apply the final check to the unpaid balance. If an unpaid balance remains after the final check is deducted or issued, Payroll Accounting will forward Form A (Figure 66-E) to the District Customer Service Manager. The District Customer Service Manager will notify the employee and require: 1. the employee to pay the unpaid loan amount in full or; 2. continue the loan at an annual percentage rate that will not exceed 15% for loan balances that exceed $3,000. For loans with an outstanding balance of $3,000 or less, the annual percentage rate will not exceed 8%. 17 REVISED January 17,1994 GAP 66-17 However, before the employee is notified, it is recommended that a credit check be completed to determine the employee's ability to repay the loan. Once the determination has been made the employee should be notified. a. Payment in Full If the employee pays the unpaid balance in full, a personal check made payable to "Georgia Power Company" and Form A should be forwarded to Payroll Accounting. Payroll Accounting updates its records and applies the check to the unpaid balance. If a UCC - Financing Statement was filed, the district office should remove the lien. b. Loans Not Paid In Full If the loan is not paid in full, Form A should be used to complete a new Employee Energy Loan Agreement and Energy Loan Amortization Schedule. The "Unpaid Principal Balance" on Form A should be documented in the "Amount Financed" block on the new agreement. The "Number of Payments Remaining" should be documented in the "Number of Payments" block. The new agreement must be completed with a service or NSA account number. Also, the District Customer Service Manager must accept or deny the new agreement. If the employee's signature cannot be obtained on the new agreement, the District Customer Service Manager enters "Unable to obtain signature" in the employee signature area. In addition to the agreement, a new Energy Loan Amortization Schedule must be completed to calculate the employee's new monthly payment amount and finance charge. Reference Appendix I, Energy Loan Amortization Schedule. Enter the "Unpaid Principal Balance" amount on Form A in the "Amount Financed" field and enter the "Number of Payments Remaining" in the "Number of Payments" field on the entry screen. The new annual percentage rate is provided on Form A. The new agreement and schedule should be forwarded to Revenue Accounting for processing. Form A should be retained in the district office. 2. Retired or Long Term Disability Employees For employees on long term disability or retired employees, the Company may require the loan be paid in full or the unpaid balance transferred to the employee's service or NSA account for monthly billing. If the unpaid balance is transferred, a new Employee Energy Loan Agreement must 18 REVISED january 17, 1994 GAP 66-18 be completed and approved by the District Customer Service Manager. The annual percentage rate will remain at 3%. D. Financing Statement If a UCC - Financing Statement has been filed and the loan is paid in full, the District Customer Service Manager or District Comptroller must notify the Clerk of the Superior Court within forty-five (45) days that the loan has been paid. This is accomplished by having the secured party (Georgia Power Company) date and sign the "Termination Statement" on the number two (2) copy of the UCC - Financing Statement. A notation is made on the number three (3) copy of the date and the number two (2) copy is mailed to the Clerk. Once the Clerk has cleared the records, the original UCC - Financing Statement is returned to the appropriate Company office. The original is then attached to the district copy of the Employee Energy Loan Agreement. A copy of the original must be forwarded to the employee. 19 REVISED January 17, 1994 GAP 66-19 VII. EMPLOYEE COMPUTER SKILLS PROMOTION PROGRAM LOAN The Employee Computer Skills Promotion Program (Personal Computer Loan) allows eligible employees to finance personal computer hardware, software and instructional material for use at home. However, the purchases are limited to one (1) personal computer, one (1) printer and one (1) modem. Hardware and software primarily designed for entertainment may not be financed under this program. These loans are available through the Company's Credit Unions. A. Eligibility Requirements The Personal Computer Loan is available to employees who meet the requirements as outlined in this section. 1. The employee is a regular full-time employee. 2. The employee has been employed with the Company six (6) months or longer. 3. The employee is a member of a participating Credit Union. B. Terms of Assistance The following requirements must be met to obtain the Personal Computer Loan. 1. Loans cannot be less than $200 and cannot exceed $5,000. 2. Finance charges are calculated at an annual percentage rate of 3%. 3. Repayment of the loan is a payroll deduction. 4. The minimum monthly payroll deduction is $20. 5. The maximum loan period is 36 months. 6. Maximum of three (3) loans during a 36 month period. A new loan cannot be consolidated with an existing loan. Also, the maximum number of months available for repayment for each loan will be determined by subtracting from 36 the number of months that elapsed since the initial date of purchase. 7. The employee is not eligible for additional loans once the employee has reached the maximum loan amount of $5,000 and has paid off the loan amount. 20 REVISED January 17, 1994 GAP 66-20 C. Requesting A Personal Computer Loan This section defines each step included in the personal computer loan process. STEP 1: The employee must contact a vendor and obtain invoice(s) and/or price quotation for the item(s) that will be purchased prior to applying for the loan. STEP 2: The employee completes the Employee Computer Skills Promotion Program Equipment Approval form (#707019) (Figure 66-F) requested from Information Technology (IT), local IT analyst, Human Resources Coordinator, or local credit union. STEP 3: The invoices and Employee Computer Skills Promotion Program Equipment Approval form are forwarded to Payroll Accounting for approval. Payroll Accounting will forward the form to the Information Technologies Department (Corporate Office) for approval. Payroll Accounting will notify the employee if the Employee Tax Addendum is required. Reference Section V, B, Employee Tax Addendum. NOTE: Approval by IT and Payroll Accounting does not guarantee loan approvals by the credit unions. STEP 4: The employee applies for the loan by contacting the appropriate Company Credit Union (Figure 66-G). STEP 5: The employee completes the Authorization and Direction-Payroll Deduction Personal Computer Loan/Purchase Program Deduction (form #706910) (Figure 66-G). STEP 6: If approved, the credit union will issue a check payable to both the employee and vendor. D. Paying Off A Personal Computer Loan When an employee leaves the Company, the loan must be paid in full. However, with approval from the Credit Union, a personal computer loan may continue at the current market interest rate. When canceling a PC loan deduction, the Cancellation of Authorization and Direction - Payroll Deduction Personal Computer Loan/Purchase Program (form #706911) (Figure 66-H) is obtained from the Credit Union and completed. 21 REVISED January 17, 1994 GAP 66-21 VIII. RELOCATION LOAN A relocation loan is available to assist transferring employees by providing a temporary loan during the relocation process. Reference GAP 57, Employee Relocation, for Company policies and guidelines concerning the Employee Relocation Assistance Program. A. Eligibility Requirements The Employee Relocation Loan is available to employees who meet the requirements as outlined in this section. 1. All requirements of the Employee Relocation Assistance Program are satisfied as defined in GAP 57, Employee Relocation. 2. The employee is purchasing a residence at the new work location and closing on the new residence will occur prior to the closing on the sale of residence at the old location. 3. The loan request cannot exceed the amount of equity in the old residence or $9,999, which ever is less. 4. The loan application is completed with the supporting documentation and approvals. B. Requesting A Relocation Loan To request a relocation loan, the employee must request a promissory note by completing an Application For Non- Interest Bearing Note (form #700605B)(Figure 66-I). Approval from the employee's manager at the new location must be obtained on the note. The note should be forwarded to the Relocation Section of the Human Resources Organization for processing. The Relocation Section will obtain approval from the Vice President-Comptroller & Chief Accounting Officer (or designee). In addition to the note, the employee must complete a Promissory Note Provision (Figure 66-J), Promissory Note & Agreement-Truth in Lending Disclosure (Figure 66-K) and Owner(s) Affidavit (Figure 66-L) provided by the Relocation Section. Once the completed documents are received, a check will be issued within ten (10) working days. C. Paying Off A Relocation Loan If the home is sold by the employee, the loan must be paid in full within ten (10) days from the date of sale at the old location or twelve (12) months from the effective date of the promissory note, whichever occurs first. If the sale of the home is through PHH Homequity, the loan must be paid in full immediately upon the sale. A check must be made payable to "Georgia Power Company" and forwarded to the Relocation Section of the Human Resources 22 REVISED January 17, 1994 GAP 66-22 Organization for processing. The Relocation Section forwards the check to Disbursement Accounting to pay off the loan. 23 REVISED January 17, 1994 GAP 66-23 IX. EMPLOYEE EQUIPMENT LOAN The Employee Equipment Loan is available to employees whose jobs require tools and equipment that are not Company furnished, but which are required by the employee in the performance of his/her duties (i.e., safety boots, climber belts, automotive tools, etc.). As a convenience to the employee, these purchases can be payroll deducted. Equipment loans are limited to a maximum term of twelve (12) months and are restricted to a minimum monthly payroll deduction of $20. The maximum loan amount is $1,500. A. Requesting An Employee Equipment Loan To request the Employee Equipment Loan, the employee's purchase must be documented on the Employee Equipment Purchases form (#705348B) as illustrated in Figure 66-M. The form must be completed at the employee's work location with the original vendor invoice(s) for employees purchases attached. These invoices must be approved as documented in GAP 54, Procurement Methods and Payment Approvals. The appropriate account number will be documented on the form by Corporate Accounts Receivable. For purchases made on a blanket purchase order, invoices must be forwarded by the vendor directly to the employee's work location. The Employee Equipment Purchases form and the approved vendor invoice(s) must balance. The form and invoices are forwarded to Corporate Accounts Receivable for processing. Employee Equipment Purchases forms received without invoices will be returned. Payroll Accounting will notify the employee if the Employee Tax Addendum is required. Reference Section V, B, Employee Tax Addendum. B. Paying Off An Employee Equipment Loan When an employee leaves the Company, the loan must be paid in full. It is the employee's responsibility to contact Payroll Accounting for the pay off amount. If the employee is terminated, Payroll Accounting will deduct the unpaid balance from the employee's final pay check. 24 REVISED January 17, 1994 APPX 66-1 APPENDIX I INSTRUCTIONS FOR ENERGY LOAN AMORTIZATION SCHEDULE SIGN-ON Sign onto the Energy Loan Amortization Schedule program from the Southern Company SNA Network Menu Screen by entering VMSCSA and pressing the ENTER key. Enter your assigned User ID and password and press ENTER. At the "Ready" prompt or command line, enter ELOANS and the Employee Energy Loans-Loan Information Entry screen will display (Figure APPX-A). GENERAL INFORMATION The tab key should be used to move to each field. Decimal points must be used when entering the "Amount Financed" and "Annual Percentage Rate". Only press ENTER after the Employee Energy Loans-Loan Information Entry screen is completed. CALCULATIONS To calculate the "Finance Charge" and "Amount of Payments" on the Employee Energy Loan Agreement form, the following information must be entered on the Employee Energy Loans-Loan Information Entry screen. - - Enter the loan amount in the "Amount Financed" field - - Enter the interest rate in the "Annual Percentage Rate" field (e.g., 3.0 is 3%, 4.75 is 4.75%) - - Enter the number of months the loan will be financed in the "Number of Payments" field - - Enter "S" to view an on-line amortization schedule, "W" for a report file written amortization schedule or "B" for both choices in the "Write Report File or Both (S, W, B)" field - - Press ENTER - - The "Amount of Payments" and "Finance Charge" amounts will display on the screen If "S" or "B" was entered for the report option, a message will appear to press the PF5 key to view the amortization schedule. Additional PF keys and correction messages will appear, as needed, at the bottom of the screen. 25 REVISED January 17, 1994 APPX 66-2 PRINTING For Windows users, once the amortization schedule is displayed for viewing, printing is available through the "File" option at the top of the screen. Printing is accomplished by placing the cursor on "File" and clicking the mouse. The system displays a menu with various options. Select the "Print" option. Next select the "Print Screen" option. For locations without Windows, to print a copy of the amortization schedule that appears on the screen, press the "PRINT SCREEN" key on the terminal. To print a report file, contact your Information Technologies analyst to route the ELOANS LISTING file to your local printer. SIGN-OFF To end the Energy Loan Amortization Schedule program press PF3. To sign-off VM enter LOGOFF. 26 Corporate Guideline SUBJECT NUMBER 3.10 COMPUTER LITERACY PROMOTION PROGRAM ISSUE REVISION 07-01-82 09-07-93 PAGE 1 OF 3 This guideline outlines the Computer Literacy Promotion Program which encourages computer literacy among the employees of Mississippi Power Company (MPC). The purpose of this program is to create opportunities for the development of computer skills and knowledge in the home environment which may be applied to the employee's work environment, thereby increasing the efficiency and effectiveness of the employee in the workplace. I. ELIGIBILITY REQUIREMENTS FOR PARTICIPATION All regular full-time and regular part-time employees of MPC with at least six months of service are eligible to participate in the program. II. PROGRAM FINANCING To encourage computer literacy among employees, the Company makes interest free loans available to eligible employees for the purpose of purchasing personal computers for home use. The interest free loans may be used to purchase personal computer hardware, software and instructional materials. III. ELIGIBLE HARDWARE, SOFTWARE, AND INSTRUCTION MATERIALS Eligible employees may use interest free loans to purchase any hardware or software from any manufacturer or retail outlet except hardware or software that is primarily designed for entertainment, i.e., games, children's software. IV. LOAN APPLICATION PROCEDURE Eligible employees secure an application from the office of the Vice President - Finance. The application is completed, an invoice from the manufacturer or retail outlet listing hardware and software to be purchased, including prices for each, is attached, and the application and invoice are returned to the office of the Vice President - Finance. If the loan is approved, an Installment Promissory Note is completed and a check made payable to both the employee and manufacturer or retail outlet is forwarded to the employee. V. LOAN MAXIMUM, MINIMUM, AND REPAYMENT PROCEDURES A. Initial Loan The maximum loan amount under the program is $4,000; the minimum loan amount is $250. Loans are repaid through payroll deduction with a minimum payment of $25 per month. The maximum number of months over which the loan may be repaid is 36. The payroll deduction occurs on the second pay period of each month. 27 Corporate Guideline SUBJECT NUMBER 3.10 COMPUTER LITERACY PROMOTION PROGRAM ISSUE REVISION 07-01-82 09-07-93 PAGE 2 of 3 B. Additional Loans An employee may finance the purchase of more hardware or software after the initial loan has been processed by securing an additional loan under the same terms as an initial loan. The total amount of the initial loan and the additional loan cannot exceed $4,000. An additional loan may not be secured for the purpose of purchasing an additional computer (CPU), but only for adding hardware or software to an existing system. C. Subsequent Loans Upon repayment of any existing loan(s) granted under this program, the employee is eligible to apply for a new loan for the purpose of replacing outdated or inadequate equipment under the same terms as an initial loan. VI. RESTRICTIONS There is no limit as to the number of times an employee may participate in the program, as long as the equipment is purchased for use at the residence of the employee. MPC Information Resources Department personnel are not available for answering questions or solving programming or operational problems unless job related. MPC does not recommend hardware or software to be purchased or recommend brand names. However, MPC will advise employees as to types of hardware being purchased by the Company. 28 Corporate Guideline SUBJECT NUMBER 3.10 COMPUTER LITERACY PROMOTION PROGRAM ISSUE REVISION 07-01-82 09-07-93 PAGE 3 of 3 VII. EMPLOYEE TERMINATION PRIOR TO LOAN REPAYMENT The entire indebtedness of the Installment Promissory Note is due and collectible upon termination of active service. However, an employee terminating active service prior to repayment of the Installment Promissory Note may request renegotiation of the terms of the original agreement, which, if approved by the Vice President - Finance, allows for continued installment payments. Renegotiation of the Installment Promissory Note and rate of interest to be computed on the remaining balance are at the sole discretion of the Vice President - Finance. Requests for renegotiation are directed to the office of the Vice President - Finance. /s/ Thomas A. Fanning Vice President - Finance 29 Corporate Guideline SUBJECT NUMBER 3.12 EMPLOYEE DISASTER AND HARDSHIP ASSISTANCE ISSUE REVISION PLAN 07-01-87 07-01-93 PAGE 1 of 5 This guideline outlines financial assistance available to employees for repair and restoration of tangible personal property and, in certain instances, for restoration or repair of real property improvements damaged, lost, or destroyed as a result of a condition deemed to be a disaster by the President of the Company. This plan is supplementary to insurance recovery. I. DEFINITION OF DISASTER A disaster is a relatively sudden event causing considerable damage, loss or destruction to tangible personal property and/or real property improvements and an event deemed to be a disaster by the President of the Company. An extreme financial hardship exists when sickness or injury of an employee or sickness, injury or death of a family member of an employee creates an urgent need for financial assistance that cannot otherwise be met through conventional means of credit and is deemed an extreme financial hardship by the President of the Company. II. TYPES OF ASSISTANCE AVAILABLE A. Phase One Disaster Assistance Loans Interest-free loans, as described herein, are offered for the purpose of repairing or replacing household furniture, furnishings, and appliances necessary for resumption of normal household activities in the employee's primary residence. B. Phase Two Disaster Assistance Loans Interest-free loans, as described herein, are offered for the purpose of assisting employees in repairing or restoring real property improvements to a primary residence owned by the employee or by the employee jointly with spouse or other immediate family member. C. Financial Hardship Assistance Loans Interest-free loans, as described herein, are offered for the purpose of assisting employees in meeting financial needs in extreme financial hardship situations resulting from sickness, injury or death. III. ELIGIBILITY 30 Corporate Guideline SUBJECT NUMBER 3.12 EMPLOYEE DISASTER AND HARDSHIP ASSISTANCE ISSUE REVISION PLAN 07-01-87 07-01-93 PAGE 2 of 5 A. Phase One Disaster Assistance Loans Eligibility for Phase One Disaster Assistance loans is limited to regular full-time employees who have suffered loss or major damage of household furniture, furnishings and appliances. These interest-free loans are for replacement or restoration in the amounts specified in this guideline. B. Phase Two Disaster Assistance Loans Eligibility for Phase Two loans is limited to regular full-time employees who have suffered loss of real property improvements used for or in connection with a dwelling, or substantial damage thereto, to the extent that they are not habitable, provided that on the date of the disaster, the dwelling was owned and occupied on that date by the employee and his or her family as the principal dwelling. These interest-free loans are for repairing or restoring such real property improvements, so that the dwelling becomes habitable in accordance with provisions, and subject to limitations hereinafter stated. C. Financial Hardship Assistance Loans Eligibility for Financial Hardship Assistance loans is limited to regular full-time employees who are in need of financial assistance as a result of an extreme financial hardship. IV. AMOUNT, TERMS AND CONDITIONS OF LOANS A. Phase One Disaster Assistance Loans Eligible employees may obtain Phase One Disaster Assistance loans in an amount not greater than $5,000 to be repaid in equal monthly installments by payroll deduction in an amount not less than five percent of the employee's monthly salary. It is expected that employees will, except in exceptional circumstances, apply the proceeds of any insurance recovery, with respect to Phase One types of property, when received, to the reduction of the balance due on Phase One loans. B. Phase Two Disaster Assistance Loans Eligible employees may obtain Phase Two loans in an amount not greater than the lesser of one year's annual straight time salary or $20,000, provided the combination of loans 31 Corporate Guideline SUBJECT NUMBER 3.12 EMPLOYEE DISASTER AND HARDSHIP ASSISTANCE ISSUE REVISION PLAN 07-01-87 07-01-93 PAGE 3 of 5 under Phases One and Two do not exceed $20,000, subject to the following: 1. A loan is not greater than the amount that the employee's loss or damage exceeds the amount of insurance recovery on the affected premises. The degree of restoration of improvements does not exceed the approximate size and quality as of the date of the disaster. 2. Loans made under Phase Two (including loans combined under Phases ne and Two) are repaid in monthly installments by means of a payroll deduction in an amount not less than five percent of the monthly salary before other authorized or required deductions. However, the maximum payment period for a Phase II loan is ten years. 3. For Phase Two loans, the employee furnishes an estimate of the cost, prepared by a reliable contractor or supplier, for repairing or restoring the damaged or destroyed structure to its approximate size or quality as of the date of the disaster, taking into account the benefit of salvage wherever possible, together with proof of the amount of any insurance recovery available to the employee. 4. In event of the employee's sale of the real property for which a Phase Two loan has been made, the Vice President-Finance may declare the balance of the loan then payable, in which event the balance will be payable by the employee forthwith. C. Application for Disaster Assistance loans under Phases One and Two must be made within three months of the date of the disaster or at such time as may be determined by the Vice President - Finance. D. An employee may apply for a Phase One Disaster Assistance loan, and thereafter within the time limit of availability and subject to the provisions of Section III.B of this guideline, for a Phase Two loan, in which event both loans will be combined into a Phase Two loan. E. Inspection of the damaged contents and/or dwelling may be made by a Company representative prior to approval of the loan. 32 Corporate Guideline SUBJECT NUMBER 3.12 EMPLOYEE DISASTER AND HARDSHIP ASSISTANCE ISSUE REVISION PLAN 07-01-87 07-01-93 PAGE 4 of 5 F. If loans granted under Phase One or Two are not used for the purposes stated in the application, the entire amount of such loan or loans will become immediately due and payable. G. Eligible employees may obtain a Financial Hardship Assistance loan in an amount not greater than $10,000 to be repaid in equal monthly installments by payroll deduction in an amount not less than five percent of the employee's monthly salary. V. ADMINISTRATION This program is administered by the Vice President-Finance. Loans are issued only as a result of a condition or event deemed to be a disaster or an extreme financial hardship by the President of the Company. From time to time, an assessment of the program will be made by executive management to determine whether or not the program, or certain features of the program, will be continued. VI. APPLICATIONS FOR LOANS To apply for assistance, an application is completed on a form supplied by the Finance Department, attaching such data and information as the Vice President-Finance may prescribe. Subject to approval of an application by the Vice President-Finance, or, in cases of Financial Hardship Assistance, approval by the President, the employee executes an Installment Promissory Note and Payroll Deduction Authorization. VII. EMPLOYEE TERMINATION PRIOR TO LOAN REPAYMENT The entire indebtedness of the Installment Promissory Note is due and collectible upon termination of active service. However, an employee terminating active service prior to repayment of the Installment Promissory Note may request renegotiation of the terms of the original agreement, which, if approved by the Vice President-Finance, would allow for continued installment payments. Renegotiation of the Installment Promissory Note and rate of interest to be computed on the remaining balance are at the sole discretion of the Vice President-Finance. VIII. RESPONSIBILITY The Vice President-Finance has sole discretion with respect to the amount of a loan to be granted in the event circumstances or facts indicate that the amount specified in an application 33 Corporate Guideline SUBJECT NUMBER 3.12 EMPLOYEE DISASTER AND HARDSHIP ASSISTANCE ISSUE REVISION PLAN 07-01-87 07-01-93 PAGE 5 of 5 should be reduced below the amount to which the employee, absent such facts or circumstances, might otherwise be entitled. Nothing in this guideline shall be construed as or shall operate as a commitment or obligation upon either the Company or the employee, with respect to tenure of employment. Loan Application, Installment Promissory Note, and Payroll Deduction Authorization forms may be requested from the office of the Vice President-Finance, General Office, Gulfport. /s/ David M. Ratcliffe President 34 Corporate Guideline SUBJECT NUMBER 6.1 EMPLOYEE ENERGY ISSUE REVISION 10-01-81 06-01-93 EFFICIENT HOME IMPROVEMENTS PAGE 1 of 5 This guideline sets forth eligibility requirements and provides specific procedures to be followed in financing employee energy efficient home improvements in existing homes. I. DESCRIPTION OF IMPROVEMENTS The Company finances for employees, through payroll deduction, approved energy efficient home improvements in existing homes. Improvements include complete heat pump installations or replacements, and energy conservation measures such as insulation, attic ventilation, shading devices, storm windows, insulated doors, and other improvements approved by the General Office Residential Marketing Department. This program is for financing of energy efficient home improvements in existing homes only and is not intended for financing of energy conservation measures in new construction. II. ELIGIBILITY To be eligible, an employee must be in a regular, full-time status with at least one year of continuous service and must own or be purchasing his/her home. Retired employees, legal counsel and members of the Board of Directors are also eligible for this financing. Homes include mobile homes if located on land owned or being purchased by the employee, but secondary residences such as recreational homes are excluded. The structure must be the primary residence of the employee to qualify. If the principal amount to be financed exceeds $4,000, the Vice President-Finance requires completion, at the Company's expense, of a current credit report. Also, a title search certificate or opinion may be required for completion by Company general or district counsel, at the Company's expense, in order to confirm clear title of the property and to disclose the number of current liens on the property. Approval of financing may be predicated upon a satisfactory credit status and a satisfactory title search certificate or opinion. III. APPROVAL PROCESS A. Tentative Approval 1. The individual first secures tentative approval of financing from the immediate supervisor or responsible manager. Tentative approval signifies there are no known reasons why the employee should not be considered a candidate for a loan. 35 Corporate Guideline SUBJECT NUMBER 6.1 EMPLOYEE ENERGY ISSUE REVISION 10-01-81 06-01-93 EFFICIENT HOME IMPROVEMENTS PAGE 2 of 5 2. Eligible individuals then consult with the appropriate district Marketing Department representative to determine the most feasible improvements for efficient operation and lowest possible energy use, complying as nearly as possible with the Company's "Good Cents Home" standards. A computer home energy analysis can be used as an aid in determining these improvements. 3. For a complete installation, including all labor and materials, through one dealer or contractor, the individual obtains a bid price for the improvements. 4. If the individual wishes to purchase his/her own material and either subcontract or furnish the necessary labor, he/she obtains price quotes from suppliers and/or subcontractors for the material and labor to be purchased. 5. Upon receipt of bids, plans, and specifications from dealers, the individual delivers them to the appropriate district Marketing Department representative for review and use in completion of the Employee Application for Energy Efficient Home Improvement Loan, Form 687. 6. If the principal amount to be financed exceeds $4,000, the appropriate district Marketing Department representative obtains a current credit report. B. Application for Improvement Loan 1. The employee submits the application, with accompanying bids, plans, and specifications from contractors, to the immediate supervisor or responsible manager for approval. Retirees, legal counsel and members of the Board of Directors submit their applications, with accompanying documents, to the Vice President - Finance for approval. 2. For loans exceeding $4,000, a credit report, approved by the appropriate District Accounting Supervisor or his/her designee, is secured. 3. Upon approval of the loan application and credit report, the employee is notified by the Residential Marketing Department to proceed with dealer negotiations. C. Promissory Note, Deed of Trust, and Right to Rescind Forms 36 Corporate Guideline SUBJECT NUMBER 6.1 EMPLOYEE ENERGY ISSUE REVISION 10-01-81 06-01-93 EFFICIENT HOME IMPROVEMENTS PAGE 3 of 5 1. Upon satisfactory completion of all work and receipt of the applicable invoice(s), the employee or retiree executes an Installment Promissory Note (without accompanying Deed of Trust), Form 614. Legal counsel or a member of the Board of Directors executes a Heat Pump Installment Contract, Form 648, and Additional Terms and Conditions, Form 647. NOTE: If the principal amount to be financed exceeds $4000, Form 614 is replaced by Installment Promissory Note (with accompanying Deed of Trust), Form 615, and Deed of Trust, Form 616. The Deed of Trust on the residence is executed by the employee and spouse, if applicable.10 2. A Right to Rescind disclosure statement pursuant to the Federal Truth in Lending Act is also completed on each transaction to indicate that the individual has been apprised of his/her cancellation rights. 3. The invoice or invoices, Installment Promissory Note (Form 614 or 615, as applicable), or Heat Pump Installment Contract, Form 648, Deed of Trust, Form 616, if required, and a copy of the Right to Rescind disclosure statement are submitted to the immediate supervisor or responsible manager or the Vice President - Finance (for retirees, legal counsel or members of the Board of Directors) for his/her approval for payment by the Company on all invoices. D. Final Approval and Processing of Payment 1. The district Marketing Department forwards all documents to the Vice President - Finance following approval by the immediate supervisor or responsible manager for review of procedure compliance. 2. For employees, the Vice President - Finance forwards the Installment Promissory Note to the Payroll Department to establish payroll deduction of monthly installments. For members of the Board of Directors or legal counsel, the Heat Pump Installment Contract is forwarded to Revenue Accounting to initiate monthly billing. The Vice President - Finance also forwards the Miscellaneous Payment Request to Disbursement Accounting for processing, and forwards the Deed of Trust (if applicable) to the General Office Marketing Department for filing with the Chancery Clerk's office in the county involved. 37 Corporate Guideline SUBJECT NUMBER 6.1 EMPLOYEE ENERGY ISSUE REVISION 10-01-81 06-01-93 EFFICIENT HOME IMPROVEMENTS PAGE 4 of 5 3. A check payable to the individual is issued in the amount agreed upon and is forwarded to the employee. IV. TERMS AND MATURITIES A. No down payment is required. B. Interest charges of 3 percent per year are added to the unpaid balance of the loan. C. To retire the loan, monthly payments are deducted from the employee's paycheck in accordance with the terms of the Installment Promissory Note. D. A maximum repayment period of ten years is allowed, provided no monthly payment is less than $30.00. E. The maximum principal amount that may be loaned to an employee must be under $10,000. F. The entire indebtedness of the Installment Promissory Note is due and collectible if the employee (1) terminates his/her employment with the Company; (2) ceases to reside at the house wherein the energy efficient improvements occurred; or (3) becomes in default. V. EMPLOYEE TERMINATION PRIOR TO LOAN REPAYMENT The entire indebtedness of the Installment Promissory Note is due and collectible upon termination of active service. However, an employee terminating active service prior to repayment of the Installment Promissory Note may request renegotiation of the terms of the original agreement, which, if approved by the Vice President-Finance, would allow for continued installment payments. Renegotiation of the Installment Promissory Note and rate of interest to be computed on the remaining balance are at the sole discretion of the Vice President-Finance. Requests for renegotiation are directed to the Office of the Vice President-Finance. 38 Corporate Guideline SUBJECT NUMBER 6.1 EMPLOYEE ENERGY ISSUE REVISION 10-01-81 06-01-93 EFFICIENT HOME IMPROVEMENTS PAGE 5 of 5 VI. RESPONSIBILITY The Director - Marketing/Sales and the Vice President-Finance are responsible for ensuring compliance with this procedure. /s/ Thomas A. Fanning Vice President-Finance EX-99.4 17 EXHIBIT F 1 EXHIBIT F SOUTHERN COMPANY SERVICES, INC. SCHEDULE V - UTILITY PLANT, INCLUDING INTANGIBLES (STATED IN THOUSANDS OF DOLLARS)
- ----------------------------------------------------------------------------------- Column F Column F Column F Column F - ----------------------------------------------------------------------------------- Balance at Balance at Balance at Balance at End of End of End of End of Classification 1990 1991 1992 1993 - ----------------------------------------------------------------------------------- ELECTRIC PLANT-IN-SERVICE: General Plant: Transportation $ 23,161 $ 27,873 $ 32,769 $ 32,081 Other 232,446 232,582 243,595 249,331 Construction Work in Progress - 7,902 13,385 13,248 - ----------------------------------------------------------------------------------- TOTAL UTILITY PLANT $255,607 $268,357 $289,749 $294,660 ===================================================================================
Total additions and total retirements for 1992 and 1993, as summarized below, were each less than 10% of the total balances as of the respective year-ends. There were no additions to individual accounts in excess of two percent of total assets other than transfers from Construction Work in Progress. Additions for 1991 were greater than 10% of the year-end balance and, consequently, 1991 is reported in full detail on the following page.
1991 1992 1993 ----------------------------------- Gross Property Additions $30,279 $28,017 $21,975 Retirements 14,864 5,872 15,649 Other Changes (2,665) (753) (1,415)
2 SOUTHERN COMPANY SERVICES, INC. SCHEDULE V - UTILITY PLANT, INCLUDING INTANGIBLES FOR THE YEAR ENDED DECEMBER 31, 1991 (STATED IN THOUSANDS OF DOLLARS)
- ------------------------------------------------------------------------------------------------- Balance at Balance at Beginning Additions Other End of Classification of Period at Cost Retirements Changes Period - ------------------------------------------------------------------------------------------------ ELECTRIC PLANT-IN-SERVICE: General Plant: Transportation $ 23,161 $ 5,969 $ 1,219 $ (38) $ 27,873 Other 232,446 16,408 13,645 (2,627) 232,582 Construction Work in Progress - 7,902 - - 7,902 - ------------------------------------------------------------------------------------------------ TOTAL UTILITY PLANT $255,607 $30,279 $14,864 $(2,665) $268,357 ================================================================================================
3 SOUTHERN COMPANY SERVICES, INC. SCHEDULE VI--ACCUMULATED PROVISION FOR DEPRECIATION OF UTILITY PLANT FOR THE YEAR ENDED DECEMBER 31, 1993 (STATED IN THOUSANDS OF DOLLARS)
- ---------------------------------------------------------------------------------------------------------------------------------- Additions Deductions ----------------------------------------- ------------------------------------ Balance at Retirements, Balance at Beginning of Operating Other Salvage Renewals and Removal Other End of Classification Period Expenses Accounts Recoveries Retirement Cost Changes Period - ---------------------------------------------------------------------------------------------------------------------------------- General Plant $ 10,748 $ - $ 1,743 $ - $ 3,730 $ - $ (38) $ 8,799 Transportation 138,607 - 17,828 - 9,417 - - 147,018 Other - ---------------------------------------------------------------------------------------------------------------------------------- Total Electric Plant $149,355 $ - $19,571 $ - $13,147 $ - $ (38) $155,817 ==================================================================================================================================
EX-99.5 18 EXHIBIT H 1 EXHIBIT H SEI UMBRELLA COMPANIES DIRECT SUBS UNDER THE SOUTHERN COMPANY APPEAR IN CAPITAL LETTERS THE SOUTHERN COMPANY SOUTHERN ELECTRIC BAHAMAS HOLDINGS, LTD | | Southern Electric Bahamas, Ltd | | Freeport Power Company Limited SOUTHERN ELECTRIC INTERNATIONAL, INC. SEI HOLDINGS, INC. | | | | | | | | SEI Operadora de Argentina, S.A. | | | | | | Asociados de Electricidad, S.A. | | | | | SEI y Asociados de Argentina, S.A. | | Hidroelectrica Alicura, S.A. SEI HOLDINGS III, INC. | | SEI Chile, S.A. | | Empresa Electrcia del Norte Grande, S.A. (Edelnor)
Page 1 2 SEI HOLDINGS IV, INC. | | | | | | | | Tesro Holding, B.V. SEI Bahamas Piedra del SEI Bahamas Inversores de Aguilla Electricity, Inc. Piedra del Electricidad, S.A. Aguilla, Inc. | | | | | SEI Inversora, S.A. SOUTHERN ELECTRIC WHOLESALE GENERATORS, INC. | | | | | | Birchwood Development Corp. SEI Birchwood, Inc. SEI Hawaiian Cogenerators, Inc. | | | | | | Birchwood Power Partners, Limited Partnership Kalaeloa Partners, Limited Partnership
Page 2 -----END PRIVACY-ENHANCED MESSAGE-----