Edgar Filing: SOUTHERN CO

THE SOUTHERN COMPANY

Date: April 16, 2004

/s/ W. Dean Hudson

W. Dean Hudson

Chief Accounting Officer and

Comptroller

Annual Report

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM U5S

ANNUAL REPORT

For the Fiscal Year Ended December 31, 2003

Filed pursuant to the Public Utility Holding Company Act of 1935

THE SOUTHERN COMPANY

270 PEACHTREE STREET, N. W.

ATLANTA, GEORGIA 30303

THE SOUTHERN COMPANY

FORM U5S

2003

TABLE OF CONTENTS


	ITEM	PAGE NUMBER

1.	System Companies and Investments therein as of December 31, 2003	1

2.	Acquisitions or Sales of Utility Assets	5

3.	Issue, Sale, Pledge, Guarantee or Assumption of System Securities	5

4.	Acquisition, Redemption or Retirement of System Securities	6

5.	Investments in Securities of Nonsystem Companies	8

6.	Officers and Directors	9

7.	Contributions and Public Relations	32

8.	Service, Sales and Construction Contracts	34

9.	Wholesale Generators and Foreign Utility Companies	35

10.	Financial Statements and Exhibits	A

ITEMS

ITEM 1.

SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF DECEMBER 31, 2003.


Name of Company (Add abbreviation used herein)	Number of Common Shares Owned	Percentage of Voting Power	Issuer Book Value			Owner’s Book Value
			In Thousands
THE SOUTHERN COMPANY
(SOUTHERN)	None	None		n/a			n/a

ALABAMA POWER COMPANY
(ALABAMA)	7,250,000	100	$	3,500,660		$	3,500,660

Alabama Energy Providers, Inc.	1,000	100		1			1

Alabama Property Company	1,000	100		10,061			10,061

Alabama Power Capital Trust I
(ALABAMA TRUST I) (a)	n/a	n/a		n/a			n/a

Alabama Power Capital Trust II
(ALABAMA TRUST II) (a)	n/a	n/a		n/a			n/a

Alabama Power Capital Trust III
(ALABAMA TRUST III) (a)	n/a	n/a		n/a			n/a

Alabama Power Capital Trust IV
(ALABAMA TRUST IV) (b)	n/a	n/a		3,093			3,093

Alabama Power Capital Trust V
(ALABAMA TRUST V) (b)	n/a	n/a		6,186			6,186

Alabama Power Capital Trust VI (a)	n/a	n/a		n/a			n/a

Alabama Power Capital Trust VII (a)	n/a	n/a		n/a			n/a

Alabama Power Capital Trust VIII (a)	n/a	n/a		n/a			n/a

Southern Electric
Generating
Company (SEGCO) (c)	164,000	50		31,743			31,743

GEORGIA POWER COMPANY
(GEORGIA)	7,761,500	100		4,540,221			4,540,211

SEGCO (c)	164,000	50		31,743			31,743

Piedmont-Forrest
Corporation (PIEDMONT)	100,000	100		5,360			5,360
				11,079	(d)		11,079

Georgia Power Capital Trust IV
(GEORGIA TRUST IV) (b)	n/a	n/a		8,241			8,241

Georgia Power Capital Trust V
(GEORGIA TRUST V) (b)	n/a	n/a		15,087			15,087

Georgia Power Capital Trust VI
(GEORGIA TRUST VI) (b)	n/a	n/a		9,800			9,800

ITEM 1.

SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF DECEMBER 31, 2003.

(Continued)


Name of Company (Add abbreviation used herein)	Number of Common Shares Owned	Percentage of Voting Power	Issuer Book Value	Owner’s Book Value
			In Thousands

Georgia Power Capital Trust VII (a)	n/a	n/a	n/a	n/a

Georgia Power Capital Trust VIII (a)	n/a	n/a	n/a	n/a

Georgia Power Capital Trust IX (a)	n/a	n/a	n/a	n/a

Georgia Power Capital Trust X (a)	n/a	n/a	n/a	n/a

GULF POWER COMPANY (GULF)	992,717	100	561,358	561,358

Gulf Power Capital Trust I
(GULF TRUST I) (a)	n/a	n/a	n/a	n/a

Gulf Power Capital Trust II
(GULF TRUST II) (a)	n/a	n/a	n/a	n/a

Gulf Power Capital Trust III
(GULF TRUST III) (b)	n/a	n/a	1,073	1,073

Gulf Power Capital Trust IV
(GULF TRUST IV) (b)	n/a	n/a	1,484	1,484

Gulf Power Capital Trust V (a)	n/a	n/a	n/a	n/a

Gulf Power Capital Trust VI (a)	n/a	n/a	n/a	n/a

MISSISSIPPI POWER COMPANY
(MISSISSIPPI)	1,121,000	100	532,489	532,489

Mississippi Power Capital Trust II
(MISSISSIPPI TRUST II) (b)	n/a	n/a	1,082	1,082

Mississippi Power Capital Trust III (a)	n/a	n/a	n/a	n/a

Mississippi Power Capital Trust IV (a)	n/a	n/a	n/a	n/a

Mississippi Power Services, Inc.	100	100	10	10

SAVANNAH ELECTRIC AND POWER COMPANY (SAVANNAH)	10,844,635	100	186,292	186,292

Savannah Electric Capital Trust I
(SAVANNAH TRUST I) (b)	n/a	n/a	1,666	1,666

Savannah Electric Capital Trust II (a)	n/a	n/a	n/a	n/a

CHANGE IN CONTROL TRUST (e)	n/a	n/a	23,809	23,809

DEFERRED CASH TRUST (e)	n/a	n/a	958	958

DEFERRED STOCK TRUST (e)	n/a	n/a	5,613	5,613

SOUTHERN COMPANY HOLDINGS, INC. (f) (Southern Holdings)	9,111	91.11	292,759	292,759

Southern Company Capital Funding, Inc. (Capital Funding)	1,000	100	30,367	30,367

Southern Company Capital Trust I (b)	n/a	n/a	9,149	9,149

Southern Company Capital Trust II (b)	n/a	n/a	2,350	2,350

Southern Company Capital Trust IV (a)	n/a	n/a	n/a	n/a

Southern Company Capital Trust V (a)	n/a	n/a	n/a	n/a

Southern Company Capital Trust VI (b)	n/a	n/a	6,188	6,188

Southern Company Capital Trust VII (a)	n/a	n/a	n/a	n/a

ITEM 1.

SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF DECEMBER 31, 2003.

(Continued)


Name of Company (Add abbreviation used herein)	Number of Common Shares Owned	Percentage of Voting Power	Issuer Book Value		Owner’s Book Value
			In Thousands
Southern Company Energy Solutions LLC (SCES LLC)	n/a	100	7,632		7,632
Alabama Synfuel Energy, Inc.	1,000	100	(8,320	)	(8,320	)
Synfuel Services, Inc. (Synfuel Services)	1,000	100	4,420		4,420
Energy Related Activities Inc. (ERA)	1,000	100	5,574		5,574
Southern Company Electrotechnologies, Inc. (Electrotechnologies)	100	100	17,785		17,785
Southern Company Rail Services, Inc. (SCRS) (g)	1,000	100	2,250		2,250
Southern Electric Railroad Company (SERC)	5,000	100	5		5
SE Finance Capital Corporation II	1,000	100	196,165		196,165
SE Finance Capital Corporation	1,000	100	172,584		172,584
Southern Energy Finance Company, Inc.	1,000	100	340,252		340,252
EPZ Lease, Inc.	1,000	100	72,968		72,968
EPZ Lease, LLC	n/a	n/a	113,960		113,960
EPZ Lease Holding A, LLC	n/a	n/a	34,534		34,534
EPZ Lease Trust A (b)	n/a	n/a	34,533		34,533
EPZ Lease Holding B, LLC	n/a	n/a	34,534		34,534
EPZ Lease Trust B (b)	n/a	n/a	34,533		34,533
EPZ Lease Holding C, LLC	n/a	n/a	46,045		46,045
EPZ Lease Trust C (b)	n/a	n/a	46,044		46,044
Dutch Gas Lease, Inc.	1,000	100	141,544		141,544
Dutch Gas Lease, LLC	n/a	n/a	247,481		247,481
Dutch Gas Lease Holding A, LLC	n/a	n/a	97,872		97,872
Dutch Gas Lease Trust A (b)	n/a	n/a	97,872		97,872
Dutch Gas Lease Holding B, LLC	n/a	n/a	75,639		75,639
Dutch Gas Lease Trust B (b)	n/a	n/a	75,639		75,639
Dutch Gas Lease Holding C, LLC	n/a	n/a	73,971		73,971
Dutch Gas Lease Trust C (b)	n/a	n/a	73,971		73,971
NUON Lease, Inc.	1,000	100	131,938		131,938
NUON Lease Holding D, LLC	n/a	n/a	97,644		97,644
NUON Trust D (b)	n/a	n/a	97,644		97,644
NUON Lease Holding E, LLC	n/a	n/a	77,037		77,037
NUON Trust E (b)	n/a	n/a	72,414		72,414
NUON Lease Holding F, LLC	n/a	n/a	50,326		50,326
NUON Trust F (b)	n/a	n/a	47,794		47,794
GAMOG Lease, Inc.	1,000	100	102,520		102,520
GAMOG Lease Holding G, LLC	n/a	n/a	37,455		37,455
GAMOG Trust G (b)	n/a	n/a	37,455		37,455
GAMOG Lease Holding H, LLC	n/a	n/a	87,541		87,541
GAMOG Trust H (b)	n/a	n/a	87,541		87,541
GAMOG Lease Holding I, LLC	n/a	n/a	43,445		43,445
GAMOG Trust I (b)	n/a	n/a	43,445		43,445

ITEM 1.

SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF DECEMBER 31, 2003.

(Continued)


Name of Company (Add abbreviation used herein)	Number of Common Shares Owned	Percentage of Voting Power	Issuer Book Value		Owner’s Book Value
			In Thousands
Clairton, Inc.	1,000	100	14,714		14,714
Clairton, LLC	n/a	85	17,761		17,761
Clairton 2, Inc.	1,000	100	3,485		3,485
Carbontronics, Inc.	1,000	100	28,563		28,563
Carbontronics, LLC	n/a	99	19,744		19,744
SE Choctaw, Inc.	1,000	100	10,430		10,430
SE Choctaw II, LLC	n/a	100	88,959		88,959
SE Choctaw, LLC	n/a	100	88,959		88,959

SOUTHERN COMPANY FUNDING CORPORATION	1,000	100	10		10

SOUTHERN COMPANY GAS LLC (Southern Company GAS)	n/a	100	15,520		15,520

SOUTHERN COMPANY SERVICES, INC. (SCS) (h)	14,500	100	(18,925	)	(18,925	)

SOUTHERN COMMUNICATIONS SERVICES, INC. (Southern LINC)	500	100	106,175		106,175

SOUTHERN NUCLEAR OPERATING COMPANY, INC. (Southern Nuclear)	1,000	100	24,596		24,596

SOUTHERN POWER COMPANY	1,000	100	1,011,476		1,011,476
Cherokee Falls Development of South Carolina LLC (Cherokee)	n/a	100	39		39
Klondike Development LLC (Klondike)	n/a	100	614		614
Southern Company-Florida LLC	n/a	100	196,551		196,551
Southern Company-Jet Port LLC	n/a	100	3,715		3,715
SPC McLeod LLC (i)	n/a	n/a	4,506		4,506

SOUTHERN TELECOM, INC. (Southern Telecom)	1,000	100	15,591		15,591

SOUTHERN MANAGEMENT DEVELOPMENT, INC. (Southern Management) (f)	500	100	19,641		19,641
Southern Company Holdings, Inc.	889	8.89	292,759		292,759

Notes to Item 1:

(a)

Inactive and/or dissolved. ALABAMA TRUSTS I, II and III, Southern Company Capital Trusts IV and V and GULF TRUST I and II were dissolved in 2003. Madison County Energy Center LLC was dissolved in 2003. Alabama Power Capital Trusts VI, VII and VIII are inactive and were incorporated as statutory trusts in Delaware on October 21, 2002. Georgia Power Capital Trusts VII and VIII are inactive and were incorporated as statutory trusts in Delaware on March 23, 2001. In addition, Georgia Power Capital Trusts IX and X are inactive and were incorporated as statutory trusts on May 22, 2003. Gulf Power Capital Trusts V and VI were inactive and incorporated as statutory trusts in Delaware on April 7, 2003. Mississippi Power Capital Trusts III and IV are inactive and were incorporated as statutory trusts in Delaware on January 7, 1998 and August 15, 2003, respectively.

Savannah Electric Capital Trust I was inactive and incorporated as a statutory trust in Delaware on March 23, 2001. Southern Company Capital Trust VII was inactive and incorporated as a statutory trust in Delaware on September 28, 1998.

(b)	A Delaware statutory trust. The form of equity investment is paid in capital.

(c)	SEGCO is 50% owned by ALABAMA and 50% owned by GEORGIA.

The amounts shown reflect the respective ownership interests of each company.

(d)	Promissory note due on demand; interest rate, based on GEORGIA’s embedded cost of capital, was 8.94% at January 1, 2004.

(e)	Trusts established to fund certain deferred compensation arrangements for SOUTHERN’S management and directors. These trusts are consolidated with the accounts of SOUTHERN in accordance with generally accepted accounting principles, but do not represent subsidiaries of SOUTHERN.

(f)	Southern Holdings is partially owned by Southern Management.

(g)	A Delaware corporation organized in April 9, 2003.

(h)	See Consolidating Statements of Comprehensive Income on page A-15 herein for item affecting SCS’ book value.

(i)	A Delaware limited liability company organized on June 4, 2003.

ITEM 2.

ACQUISITION OR SALES OF UTILITY ASSETS.

NONE.

ITEM 3.

ISSUE, SALE, PLEDGE, GUARANTEE OR ASSUMPTION OF SYSTEM SECURITIES.

NONE.

ITEM 4. ACQUISITION, REDEMPTION OR RETIREMENT OF SYSTEM SECURITIES.

Calendar Year 2003


Name of Issuer and Title of Issue	Name of Company Acquiring, Redeeming or Retiring Securities	Number of Shares or Principal Amount					Consideration		Indicate Commission Authorization
Name of Issuer and Title of Issue		Acquired	Redeemed		Retired		Consideration		Indicate Commission Authorization
									(See Note)
SOUTHERN:

Trust Preferred Securities
Southern Company	Capital Funding	None	$	42,514,000		None	$	42,514,000
Capital Trust I
Southern Company	Capital Funding	None	$	1,500,000		None	$	1,500,000
Capital Trust II
Southern Company	Capital Funding	None	$	206,000,000		None	$	206,000,000
Capital Trust IV
Southern Company	Capital Funding	None	$	154,639,200		None	$	154,639,200
Capital Trust V
Southern Company	Capital Funding	None	$	500,000		None	$	500,000
Capital Trust VI

Senior Notes
Series B due 2004	Capital Funding	None	$	25,000,000		None	$	25,000,000

ALABAMA:

Senior Notes
Series A 7.125% due 2047	ALABAMA	None	$	193,800,000		None	$	193,800,000
Series B 7% due 2047	ALABAMA	None	$	200,000,000		None	$	200,000,000
Series C 7% due 2048	ALABAMA	None	$	190,000,000		None	$	190,000,000
Series I 5.35% due 2003	ALABAMA	None	$	156,200,000		None	$	156,200,000
Series M 7.85% due 2003	ALABAMA	None	$	250,000,000		None	$	250,000,000
Series O 1.525% due 2003	ALABAMA	None	$	167,000,000		None	$	167,000,000
Series P 3.015% due 2003	ALABAMA	None	$	350,000,000		None	$	350,000,000

GEORGIA:

Senior Notes
Series F 5.75% due 2003	GEORGIA	None	$	170,000,000	$	170,000,000	$	170,000,000
Series A 6.85% due 2047	GEORGIA	None	$	145,000,000	$	145,000,000	$	145,000,000
Series I 5.25% due 2003	GEORGIA	None	$	150,000,000	$	150,000,000	$	150,000,000
Series B 6.60% due 2038	GEORGIA	None	$	200,000,000	$	200,000,000	$	200,000,000

GULF:

Senior Notes
Series A 6.70% due 2038	GULF	None	$	46,757,000		None	$	46,757,000
Series E 6% due 2012	GULF	None	$	45,000,000		None	$	45,000,000
Series C 4.69% due 2003	GULF	None		None	$	60,000,000	$	60,000,000

Junior Subordinated Notes
7.50% due 2037	GULF	None	$	20,000,000		None	$	20,000,000

Pollution Control Bonds
5.80% due 2023	GULF	None	$	32,550,000		None	$	32,550,000
5.70% due 2023	GULF	None	$	7,875,000		None	$	7,875,000
5.50% due 2026	GULF	None	$	21,200,000		None	$	21,200,000

ITEM 4. ACQUISITION, REDEMPTION OR RETIREMENT OF SYSTEM SECURITIES.

Calendar Year 2003

Name of Issuer and

Title of Issue

Name of Company

Acquiring, Redeeming

or Retiring Securities

Number of Shares or Principal Amount

Indicate

Commission

Authorization

Acquired

Redeemed

Retired

Consideration

(See Note)

GULF (continued):

Trust Preferred Securities

GULF TRUST II

GULF

None

45,000,000

None

45,000,000

GULF TRUST I

GULF

None

40,000,000

None

40,000,000

MISSISSIPPI:

First Mortgage Bonds

7.45% Series due 2023

MISSISSIPPI

None

33,350,000

None

33,350,00

Pollution Control Bonds

5.80% Series due 2007

MISSISSIPPI

None

850,000

None

850,000

Senior Notes

Series E 5 5/8% due 2003

MISSISSIPPI

90,000,000

None

90,000,000

Series A 6.75% due 2038

MISSISSIPPI

None

51,628,000

None

51,628,000

Series B 6.05% due 2003

MISSISSIPPI

None

35,000,000

SAVANNAH:

Senior Notes

Series B 5.12% due 2003

SAVANNAH

None

20,000,000

None

20,000,000

Pollution Control Bonds

Variable Rate Series due 2037

SAVANNAH

None

13,870,000

None

13,870,000

Note to Item 4: All transactions exempt pursuant to Rule 42(b)(2), (4) or (5) or authorized in File No. 70-8095.

ITEM 5. INVESTMENTS IN SECURITIES OF NONSYSTEM COMPANIES.


Name of Owner	Name of Issuer		Number of Shares or Principal Amount Owned	Carrying Value to Owner
SOUTHERN (one item)	(1	)	528,553 shares	$	5,285,530
ALABAMA (two items)	(3	)	666,400 shares	$	666,400
GEORGIA (one item)	(4	)	$3,539,544	$	2,155,675
GULF (17 items)	(2	)	1,010 shares	$	0
Southern Management (two items)	(5	)	106,642 shares	$	308,392
	(5	)	11.5%	$	1,101,000
SAVANNAH (one item)	(2	)	472 shares	$	1
Southern Telecom (one item)	(6	)	2,561,005 warrants	$	265,727
			883,721 shares	$	141,395
Electrotechnologies (one item)	(7	)	85.2%	$	16,669,612

Notes to Item 5:

(1) Represents SOUTHERN’s investment in Pantellos. Pantellos is an independent, open marketplace for the energy and utility industries that brings together buyers and sellers to improve the way they do business.

(2) Securities representing bankruptcy distributions applicable to obligations of customers incurred in the ordinary course of business.

(3) Debt securities issued by instrumentalities of political subdivisions within ALABAMA’s service area to build promotional industrial buildings that will assist in advancing business and industrial development.

(4) Investment made in a private venture capital fund for the purpose of assisting early-stage and high technology companies located principally in the Southeast, with a focus on Georgia-based firms. (See File No. 70-8085.)

(5) Investment in a limited partnership that consists of energy related companies.

(6) Investment made in a research and development enterprise dedicated to developing power line communication technology.

(7) Investment in a limited partnership that provides risk capital for, and makes investments in the securities of privately held and publicly listed companies in the energy, technology and telecommunications industries, including businesses in all stages of development.

ITEM 6.

OFFICERS AND DIRECTORS.

PART I.

The following are the abbreviations to be used for principal business address and positions.


Principal Business Address		Code

270 Peachtree Street Atlanta, GA 30303		(a)

600 North 18th Street Birmingham, AL 35291		(b)

241 Ralph McGill Boulevard, N.E. Atlanta, GA 30308-3374		(c)

One Energy Place Pensacola, FL 32520		(d)

2992 West Beach Boulevard Gulfport, MS 39501		(e)

600 East Bay Street Savannah, GA 31401		(f)

5555 Glenridge Connector Atlanta, GA 30342		(g)

42 Inverness Center Parkway Birmingham, AL 35242		(h)

40 Inverness Center Parkway Birmingham, AL 35242		(i)

601 Pennsylvania Ave., NW Suite 800 South Washington, DC 20004		(j)

1403 Foulk Road Foulkstone Plaza Suite 102-9 Wilmington, DE 19803		(k)

4000 DeKalb Technology Parkway Suite 100 Atlanta, GA 30340		(l)

3003 Summit Boulevard Suite 700 Atlanta, GA 30319		(m)

Position		Code
Chairman of the Board		CH
Vice Chairman of the Board		VCH
Director		D
President		P
Chief Executive Officer		CEO
Chief Financial Officer		CFO
Chief Accounting Officer		CAO
Chief Information Officer		CIO
Chief Operating Officer		COO
Chief Production Officer		CPO
Senior Executive Vice President		SEVP
Executive Vice President		EVP
Senior Vice President		SVP
Financial Vice President		FVP
Vice President		VP
Controller/Comptroller		C
Counsel		L
Secretary		S
Treasurer		T

SOUTHERN
Name and Principal Address (a)		Position
Daniel P. Amos		D
1932 Wynnton Road
Columbus, GA 31999
Dorrit J. Bern		D
450 Winks Lane
Bensalem, PA 19020
Thomas F. Chapman		D
1600 Peachtree Street, NW
Atlanta, GA 30309
H. Allen Franklin		D,P,CEO,CH
Bruce S. Gordon		D
1095 Avenue of the Americas
New York, NY 10036
Donald M. James		D
P. O. Box 385014
Birmingham, AL 35238-5014
Zack T. Pate		D
700 Galleria Parkway
Atlanta, GA 30339
J. Neal Purcell		D
110 Dover Cliff Way
Alpharetta, GA 30022
David M. Ratcliffe (c)		D,EVP

ITEM 6.

OFFICERS AND DIRECTORS.

PART I. (Continued)

SOUTHERN (continued)


Name and Principal Address (a)		Position
Gerald J. St. Pé		D
P. O. Box 149
Pascagoula, MS 39568
Dwight H. Evans		EVP
Leonard J. Haynes		EVP
G. Edison Holland		EVP,L
Thomas A. Fanning		EVP
Charles D. McCrary (b)		EVP
David R. Altman		VP
Rebecca A. Blalock (c)		VP
Jackie J. Collins		VP
Ellen N. Lindemann		VP
Joseph A. Miller (j)		VP
W. Dean Hudson (c)		CAO,C
Tommy Chisholm		S

ALABAMA
Name and Principal Address (b)		Position

Whit Armstrong		D
P. O. Box 900
Enterprise, AL 36331
David J. Cooper		D
118 N. Royal Street
Mobile, AL 36602
H. Allen Franklin (a)		D
R. Kent Henslee		D
754 Chestnut Street
Gadsden, AL 35901
Carl E. Jones, Jr.		D
P. O. Box 1024
Birmingham, AL 35202
Patricia M. King		D
2548 US Highway 78
Anniston, AL 36207
James K. Lowder		D
2000 Interstate Park Drive
Suite 400
Montgomery, AL 36109
Wallace D. Malone, Jr.		D
P. O. Box 2554
Birmingham, AL 35290
Charles D. McCrary		D,P,CEO
Malcolm Portera		D
401 Queen City Avenue
Tuscaloosa, AL 35401
Robert D. Powers		D
202 East Broad Street
Eufaula, AL 36027
C. Dowd Ritter		D
P. O. Box 11007
Birmingham, AL 35288
James H. Sanford		D
1001 McQueen Smith Road South
Prattville, AL 36066
William F. Walker		D
107 Samford Hall
Auburn University, AL 36849-5113
John C. Webb, IV		D
125 W. Washington Street
Demopolis, AL 36732
James W. Wright		D
100 Commerce Street
Montgomery, AL 36104
William B. Hutchins, III		EVP,CFO,T
C. Alan Martin		EVP
Steve R. Spencer		EVP
Robert Holmes, Jr.		SVP
Robin A. Hurst		SVP
Rodney O. Mundy		SVP,L
Michael L. Scott		SVP
Jerry L. Stewart		SVP
Art P. Beattie		VP,CAO,C
Christopher T. Bell		VP
Willard L. Bowers		VP
Larry R. Grill		VP
Gerald L. Johnson		VP
Marsha S. Johnson		VP
William B. Johnson		VP
J. Bruce Jones		VP
Bobbie J. Knight		VP
Ellen N. Lindemann (a)		VP
Gordon G. Martin		VP
Donald W. Reese		VP
R. Michael Saxon		VP
Julia H. Segars		VP
Julian H. Smith, Jr.		VP
W. Ronald Smith		VP
Cheryl A. Thompson		VP
Terry H. Waters		VP
William E. Zales, Jr.		VP,S

ITEM 6.

OFFICERS AND DIRECTORS

PART I. (Continued)

ALABAMA PROPERTY COMPANY


Name and Principal Address (b)		Position

Charles D. McCrary		D,P
William B. Hutchins, III		D,VP
C. Alan Martin		D,VP
Larry Grill		VP
Art P. Beattie		C
William E. Zales, Jr.		S
J. Randy DeRieux		T

ALABAMA ENERGY PROVIDERS, INC.
Name and Principal Address (b)		Position

Rodney O. Mundy		D
William B. Hutchins, III		D,VP
C. Alan Martin		D
Michael L. Scott		D,P
William E. Zales, Jr.		S
J. Randy DeRieux		T

GEORGIA
Name and Principal Address (c)		Position

Juanita Baranco		D
4355 Highway 78
Lilburn, GA 30047
Robert L. Brown		D
250 East Ponce de Leon Avenue
Eighth Floor
Decatur, GA 30030
Anna R. Cablik		D
1513 Johnson Ferry Road
Suite B-20
Marietta, GA 30062
H. Allen Franklin (a)		D
David M. Ratcliffe		D,P,CEO
Gary D. Thompson		D
191 Peachtree Street
Mail Code GA 8063
Atlanta, GA 30303
Richard W. Ussery		D
1600 First Avenue
Columbus, GA 31902-1755
William Jerry Vereen		D
P. O. Box 1663
Moultrie, GA 31776-1663
Carl Ware		D
P. O. Box Drawer 1734, Nat 25
Atlanta, GA 30301
E. Jenner Wood, III		D
P.O. Box 4418
M.C. 0445
Atlanta, GA 30302
William C. Archer, III		EVP
C. B. Harreld		EVP,T,CFO
Judy M. Anderson		SVP
Ronnie L. Bates		SVP
M. A. Brown		SVP
Richard L. Holmes		SVP
Christopher C. Womack		SVP
W. Craig Barrs		VP
Rebecca A. Blalock		VP
A. Bryan Fletcher		VP
J. Kevin Fletcher		VP
O. Ben Harris		VP
W. Ron Hinson		VP,C,CAO
Chris M. Hobson		VP
Ed F. Holcombe		VP
E. Lamont Houston		VP
Brian L. Ivey		VP
Anne H. Kaiser		VP
Ellen N. Lindemann (a)		VP
Frank J. McCloskey		VP
Leslie R. Sibert		VP
James E. Sykes		VP
Jeffrey L. Wallace		VP
Janice G. Wolfe		S

PIEDMONT
Name and Principal Address (c)		Position

David M. Ratcliffe		D,P
C. B. Harreld		D,EVP,T
Janice G. Wolfe		D,VP,S

SEGCO
Name and Principal Address (b)		Position

William C. Archer (c)		D
Art P. Beattie		D,C
William P. Bowers		D,VP
C. B. Harreld (c)		D
William B. Hutchins, III		D,VP
Charles D. McCrary		D,P
David M. Ratcliffe (c)		D,VP
Jerry L. Stewart		D
Christopher C. Womack (c)		D
William E. Zales, Jr.		S
J. Randy DeRieux		T

ITEM 6. OFFICERS AND DIRECTORS

PART I. (Continued)


GULF
Name and Principal Address (d)		Position

C. LeDon Anchors		D
909 Mar Walt Drive
Suite 1014
Fort Walton Beach, FL 32547
William C. Cramer		D
2251 West 23^rd Street
Panama City, FL 32405
Fred C. Donovan, Sr.		D
P. O. Box 13370
Pensacola, FL 32591
H. Allen Franklin (a)		D
William A. Pullum		D
8494 Navarre Parkway
Navarre, FL 32566
Winston E. Scott		D
100 Spaceport Way
Cape Canaveral, FL 32920-4003
Susan N. Story		D,P,CEO
F. M. Fisher, Jr.		VP
P. Bernard Jacob		VP
Ronnie R. Labrato		VP,CFO,CAO,C
Ellen N. Lindemann (a)		VP
Gene L. Ussery, Jr. (e)		VP
Susan D. Ritenour		S,T

MISSISSIPPI
Name and Principal Address (e)		Position

Tommy E. Dulaney		D
P. O. Box 2929
Meridian, MS 39302
Michael D. Garrett		D,P,CEO
Linda T. Howard		D
P.O. Box 1588
Laurel, MS 39401
Robert C. Khayat		D
P. O. Box 1848, 123 Lyceum
University, MS 38677
Aubrey K. Lucas		D
Box 5164
Hattiesburg, MS 39406
George A. Schloegel		D
Hancock Bank
P. O. Box 4019
Gulfport, MS 39502
Philip J. Terrell		D
701 West North Street
Pass Christian, MS 39571
Gene Warr		D
2600 Beach Boulevard
Biloxi, MS 39531
H. Ed Blakeslee		VP
Bobby J. Kerley		VP
Ellen N. Lindemann (a)		VP
Don E. Mason		VP
Michael W. Southern		VP,CFO,CAO,T
Gene L. Ussery, Jr.		VP
Frances V. Turnage		C
Vicki L. Pierce		S

MISSISSIPPI POWER SERVICES, INC.
Name and Principal Address (e)		Position

H. Ed Blakeslee		D,P,CEO
Michael D. Garrett		D,CH
Don E. Mason		D,VP
Michael W. Southern		D,VP,T,CFO
Gene L. Ussery, Jr.		D,VP
Frances V. Turnage		CAO,C
Vicki L. Pierce		S
Randall J. Richardson		GM

SAVANNAH
Name and Principal Address (f)		Position
Gus H. Bell, III		D
P. O. Box 14247
Savannah, GA 31416
Archie H. Davis		D
P. O. Box 188
Savannah, GA 31402
Anthony R. James		D,P,CEO
Walter D. Gnann		D
P. O. Box 334
Springfield, GA 31329
Robert B. Miller, III		D
P. O. Box 8003
Savannah, GA 31412
Arnold M. Tenenbaum		D
P. O. Box 2567
Savannah, GA 31498
W. Miles Greer		VP
Leonard J. Haynes (a)		VP
Ellen N. Lindemann (a)		VP
Sandra R. Miller		VP
Kirby R. Willis		VP,T,CFO
Nancy Frankenhauser		S

ITEM 6. OFFICERS AND DIRECTORS PART I. (Continued)


SCS
Name and Principal Address (c)		Position

H. Allen Franklin (a)		D,P,CEO
Charles D. McCrary (b)		D
David M. Ratcliffe		D
W. Paul Bowers (b)		EVP
Dwight H. Evans (a)		EVP
Thomas A. Fanning (a)		EVP
Leonard J. Haynes (a)		EVP
G. Edison Holland, Jr. (a)		EVP,L
William O. Ball		SVP
Andrew J. Dearman, III (b)		SVP
Rebecca A. Blalock		SVP
Ed Day (h)		SVP
Charles H. Goodman (b)		SVP
W. Dean Hudson		SVP,C,CFO
Douglas E. Jones (a)		SVP
Ellen N. Lindemann (a)		SVP
C. Philip Saunders (a)		SVP
Michael L. Scott		SVP
Jerry L. Stewart (b)		SVP
Christopher C. Womack		SVP
David R. Altman (a)		VP
Curtis Ashley Baker		VP
Robert A. Bell (a)		VP
Ronald P. Bertasi (l)		VP
Ronald R. Campbell		VP
Tommy Chisholm (a)		VP,S
David L. Coker		VP
Jackie J. Collins (a)		VP
James C. Fleming (a)		VP
Kimberly S. Greene (a)		VP,T
Barbara S. Hingst		VP
Charles D. Long, IV (b)		VP
Jacqualyn Lowe		VP
William L. Marshall, Jr. (b)		VP
William N. McKenzie		VP
Christopher S. Miller (a)		VP
Joseph A. Miller (j)		VP
Sandra R. Miller (f)		VP
Marie D. Mouchet		VP
Karl R. Moor (j)		VP
Robert G. Moore (d)		VP
Rodney O. Mundy (b)		VP
Earl B. Parsons, III (b)		VP
Cliff S. Thrasher (a)		VP
Gene L. Ussery, Jr. (e)		VP
Stephen A. Wakefield (a)		VP

Southern LINC
Name and Principal Address (g)		Position
Robert G. Dawson		D,P,CEO
H. Allen Franklin (a)		D
Thomas A. Fanning (a)		D
Charles D. McCrary (b)		D
David M. Ratcliffe (c)		D
R. Craig Elder		VP,T,CFO
Rodney H. Johnson		VP
Julie T. Pigott		VP
Tommy Chisholm (a)		S
Carmine A. Reppucci		C

SERC
Name and Principal Address (h)		Position

W. Paul Bowers (b)		D,P
T. Roy Harrell (b)		VP
Sandra R. Miller (e)		VP
Jerry L. Stewart (b)		VP
Tommy Chisholm (a)		S,T

Southern Nuclear
Name and Principal Address (i)		Position

H. Allen Franklin (a)		D
William G. Hairston, III		D,P,CEO
Charles D. McCrary (b)		D
David M. Ratcliffe (c)		D
Jackie D. Woodard		EVP
James W. Averett		VP
James B. Beasley		VP
John E. Garlington		VP
Jeffrey T. Gasser		VP
Kathleen S. King		VP,CFO,C,T
Ellen N. Lindemann (a)		VP
Louis B. Long		VP
John O. Meier		VP,L
H. Lewis Sumner, Jr.		VP
Sherry A. Mitchell		S

Southern Holdings
Name and Principal Address (a)		Position

H. Allen Franklin		D
Thomas A. Fanning		D
Kimberly S. Greene		D,P,CEO
Charles D. McCrary (b)		D
David M. Ratcliffe (c)		D
Tommy Chisholm		S
Ann P. Daiss (c)		C
Earl S. Long		T

ITEM 6. OFFICERS AND DIRECTORS

PART I. (Continued)


SCES LLC
Name and Principal Address (l)		Position

Ronald P. Bertasi		P,CEO
Robert M. Gilbert		VP,CFO
Timothy S. Marvin		T
Tommy Chisholm (a)		S

SE Finance Capital Corporation
Name and Principal Address (a)		Position

Thomas A. Fanning		D
H. Allen Franklin		D
Kimberly S. Greene		D,P,CEO
James C. Fleming		VP
Christopher J. Kysar		VP,T,CFO
Tommy Chisholm		S
Judith A. Rosenberg		C

SE Finance Capital Corporation II
Name and Principal Address (a)		Position

H. Allen Franklin		D
Kimberly S. Greene		D,P,CEO
Thomas A. Fanning		D
James C. Fleming		VP
Christopher J. Kysar		VP,T,CFO
Tommy Chisholm		S
Judith A. Rosenberg		C

SE Choctaw Inc.
Name and Principal Address (a)		Position

H. Allen Franklin		D
Kimberly S. Greene		D,P,CEO
Thomas A. Fanning		D
James C. Fleming		VP
Christopher J. Kysar		VP,T,CFO
Tommy Chisholm		S
Judith A. Rosenberg		C

Southern Energy Finance Company Inc.
Name and Principal Address (a)		Position
H. Allen Franklin		D
Kimberly S. Greene		D,P,CEO
Thomas A. Fanning		D
James C. Fleming		VP
Christopher J. Kysar		VP,T,CFO
Tommy Chisholm		S
Judith A. Rosenberg		C

Southern Power Company
Name and Principal Address (a)		Position

W. Paul Bowers (b)		D,P,CEO
Thomas A. Fanning		D
H. Allen Franklin		D
Charles D. McCrary (b)		D
David M. Ratcliffe (c)		D
Douglas E. Jones		EVP
Ed Day		SVP
James H. Miller, III (b)		SVP,L
Robert G. Moore (d)		SVP
Christopher C. Womack (c)		SVP
Cliff S. Thrasher		VP,C,CFO
William N. McKenzie		VP
Anthony J. Topazi (b)		VP
Christopher Kysar		T
Tommy Chisholm		S

Southern Company-Florida LLC
Name and Principal Address (a)		Position

W. Paul Bowers (b)		P,CEO
James H. Miller, III (b)		VP
Cliff S. Thrasher		VP,T
Tommy Chisholm		S

Southern Company-Jet Port LLC
Name and Principal Address (a)		Position

W. Paul Bowers (b)		P,CEO
James H. Miller, III (b)		VP
Cliff S. Thrasher		CFO,T
Tommy Chisholm		S

Southern Company Funding Corporation
Name and Principal Address (a)		Position

Thomas A. Fanning		D
Kimberly S. Greene		D,P,CEO
Earl C. Long		D,VP,CFO,T

EPZ Lease, Inc.
Name and Principal Address (k)		Position

William R. Bechstein		D,VP
1105 N. Market Street
Suite 1300
Wilmington, DE 19801
Christopher J. Kysar (a)		D,VP,T,CFO
Kimberly S. Greene (a)		D,P,CEO
Daniel P. McCollum		D,S
Morris, James, Hitchens &
Williams LLP
222 Delaware Avenue
Wilmington, DE 19899
Judith A. Rosenberg (a)		D,C
James C. Fle ming (a)		VP

ITEM 6. OFFICERS AND DIRECTORS

PART I. (Continued)


EPZ Lease, LLC
Name and Principal Address (k)		Position
Southern Energy Finance Company Inc.		Member
EPZ Lease, Inc.		Member

EPZ Lease Holding A, LLC
Name and Principal Address (k)		Position
EPZ Lease, Inc.		Member
EPZ Lease, LLC		Member

EPZ LeaseHolding B, LLC
Name and Principal Address (k)		Position
EPZ Lease, Inc.		Member
EPZ Lease, LLC		Member

EPZ Lease Holding C, LLC
Name and Principal Address (k)		Position
EPZ Lease, Inc.		Member
EPZ Lease, LLC		Member

Dutch Gas Lease, Inc.
Name and Principal Address (k)		Position
William R. Bechstein		D,VP
1105 N. Market Street Suite 1300 Wilmington, DE 19801
Christopher J. Kysar (a)		D,VP,T,CFO
Kimberly S. Greene (a)		D,P,CEO
Daniel P. McCollum		D,S
Morris, James, Hitchens & Williams LLP
222 Delaware Avenue
Wilmington, DE 19899
Judith A. Rosenberg (a)		D,C
James C. Fleming (a)		VP

Dutch Gas Lease, LLC
Name and Principal Address (k)		Position
Dutch Gas Lease, Inc.		Member

Dutch Gas Lease Holding A, LLC
Name and Principal Address (k)		Position
Dutch Gas Lease, LLC		Member

Dutch Gas Lease Holding B, LLC
Name and Principal Address (k)		Position
Dutch Gas Lease, LLC		Member

Dutch Gas Lease Holding C, LLC
Name and Principal Address (k)		Position
Dutch Gas Lease, LLC		Member

GAMOG Lease, Inc.
Name and Principal Address (k)		Position
William R. Bechstein		D,VP
1105 N. Market Street Suite 1300 Wilmington, DE 19801
Kimberly S. Greene (a)		D,P,CEO
Christopher J. Kysar (a)		D,VP,T,CFO
Daniel P. McCollum		D,S
Morris, James, Hitchens & Williams LLP
222 Delaware Avenue
Wilmington, DE 19899
Judith A. Rosenberg (a)		D,C
James C. Fleming (a)		VP

GAMOG Lease Holding G, LLC
Name and Principal Address (k)		Position
GAMOG Lease, Inc.		Member

GAMOG Lease Holding H, LLC
Name and Principal Address (k)		Position
GAMOG Lease, Inc.		Member

GAMOG Lease Holding I, LLC
Name and Principal Address (k)		Position
GAMOG Lease, Inc.		Member

NUON Lease, Inc.
Name and Principal Address (k)		Position
William R. Bechstein		D,VP
1105 N. Market Street
Suite 1300
Wilmington, DE 19801
Kimberly S. Greene (a)		D,P,CEO
Christopher J. Kysar (a)		D,VP,T,CFO
Daniel P. McCollum		D,S
Morris, James, Hitchens & Williams LLP
222 Delaware Avenue
Wilmington, DE 19899
Judith A. Rosenberg (a)		D,C
James C. Fleming (a)		VP

ITEM 6. OFFICERS AND DIRECTORS

PART I. (Continued)


NUON Lease Holding D, LLC
Name and Principal Address (k)		Position
NUON Lease, Inc.		Member

NUON Lease Holding E, LLC
Name and Principal Address (k)		Position
NUON Lease, Inc.		Member

NUON Lease Holding F, LLC
Name and Principal Address (k)		Position
NUON Lease, Inc.		Member

Capital Funding
Name and Principal Address (k)		Position
William R. Bechstein		D,VP
1105 N. Market Street
Suite 1300
Wilmington, DE 19801
Kimberly S. Greene (a)		D,P,CEO
Christopher J. Kysar (a)		D,VP,CFO,T
Daniel P. McCollom		D,S
Morris, James, Hitchens & Williams LLP
222 Delaware Avenue
Wilmington, DE 19899
Judith A. Rosenberg (a)		D,C
James C. Fleming (a)		VP

Clairton, Inc.
Name and Principal Address (k)		Position
William R. Bechstein		D,VP
1105 N. Market Street
Suite 1300
Wilmington, DE 19801
Kimberly S. Greene (a)		D,P,CEO
Christopher J. Kysar (a)		D,VP,T,CFO
Daniel P. McCollum		D,S
Morris, James, Hitchens & Williams LLP
222 Delaware Avenue
Wilmington, DE 19899
Judith A. Rosenberg (a)		D,C
James C. Fleming (a)		VP

Clairton 2, Inc.
Name and Principal Address (k)		Position
William R. Bechstein		D,VP
1105 N. Market Street
Suite 1300
Wilmington, DE 19801
Christopher J. Kysar (a)		D,VP,T,CFO
Kimberly S. Greene (a)		D,P,CEO
Daniel P. McCollum		D,S
Morris, James, Hitchens & Williams LLP
222 Delaware Avenue
Wilmington, DE 19899
Judith A. Rosenberg (a)		D,C
James C. Fleming (a)		VP

Clairton, LLC
Name and Principal Address (k)		Position
Clairton, Inc.		Member
Clairton 2, Inc.		Member

Carbontronics, Inc.
Name and Principal Address (a)		Position
Kimberly S. Greene		D,CEO,P
Christopher J. Kysar		D,VP,T,CFO
Judith A. Rosenberg		D,C
James C. Fleming		VP
Tommy Chisholm		S

Carbontronics, LLC
Name and Principal Address (k)		Position
Carbontronics, Inc.		Member
SE Finance Company, Inc.		Member

Southern Telecom, Inc.
Name and Principal Address (m)		Position
Robert G. Dawson (g)		D,P,CEO
Thomas A. Fanning (a)		D
H. Allen Franklin (a)		D
Charles D. McCrary (b)		D
David M. Ratcliffe (c)		D
R. Craig Elder (g)		VP,CFO,T
Tommy Chisholm (a)		S
Carmine A. Reppucci (g)		C

Southern Management
Name and Principal Address (l)		Position
Ronald P. Bertasi		D,P,CEO
Thomas A. Fanning (a)		D
H. Allen Franklin (a)		D
Leonard J. Haynes (a)		D
Charles D. McCrary (b)		D
David M. Ratcliffe (c)		D
Robert M. Gilbert		VP,CFO
Tommy Chisholm (a)		S
Timothy S. Marvin		T

ITEM 6. OFFICERS AND DIRECTORS

PART I. (Continued)


Synfuel Services
Name and Principal Address (b)		Position
W. Paul Bowers		D
Jerry L. Stewart		D,P
Anthony J. Topazi		D,VP
Art P. Beattie		VP
Earl B. Parsons, III		VP
Tommy Chisholm (a)		S
Cliff S. Thrasher (a)		T

ERA
Name and Principal Address (b)		Position
W. Paul Bowers		D
Jerry L. Stewart		D,VP
Anthony J. Topazi		D,P
Art P. Beattie		VP
Earl B. Parsons, III		VP
Tommy Chisholm (a)		S
Cliff S. Thrasher (a)		T

Alabama Synfuel Energy, Inc.
Name and Principal Address (b)		Position
W. Paul Bowers		D
Jerry L. Stewart		D,VP
Anthony J. Topazi		D,P
Art P. Beattie		VP
Earl B. Parsons, III		VP
Tommy Chisholm (a)		S
Cliff S. Thrasher (a)		T

Klondike Development LLC
Name and Principal Address (a)		Position
W. Paul Bowers (b)		D.P,CEO
Cliff S. Thrasher		CFO, T
Tommy Chisholm		S
Southern Power Company		Member

Electrotechnologies
Name and Principal Address (a)		Position
H. Allen Franklin		D
Kimberly S. Greene		D,P,CEO
Thomas A. Fanning		D
James C. Fleming		VP
Christopher J. Kysar		VP,T
Tommy Chisholm		S

Cherokee Falls Development of South Carolina LLC
Name and Principal Address (a)		Position
W. Paul Bowers (b)		P,CEO
James H. Miller, III (b)		VP
Cliff S. Thrasher		CFO,T
Anthony J. Topazi (b)		VP
Tommy Chisholm		S

SPC McLeod LLC
Name and Principal Address (a)		Position
W. Paul Bowers (b)		P,CEO
Ed Day		SVP
Robert G. Moore		SVP
Cliff S. Thrasher		SVP,CFO,C
James H. Miller, III (b)		VP
Anthony J. Topazi (b)		VP
Tommy Chisholm		S
Christopher J. Kysar		T

Southern Company GAS
Name and Principal Address (a)		Position
C. Philip Saunders		P,CEO
Constance J. Erickson		C
Tommy Chisholm		S
Kimberly S. Greene		T

ITEM 6.

OFFICERS AND DIRECTORS. Part II. Financial Connections.


Name of Officer or Director	Name and Location of Financial Institution	Position Held in Financial Institution	Applicable Exemption Rule
			Rule No. 70 Subdivision

Daniel P. Amos	Synovus Financial Corporation, Columbus, GA	Director	(a);(b)
Whit Armstrong	The Citizens Bank Enterprise, AL	Chief Executive Officer, Chairman of the Board of Directors and President	(c)
	Enterprise Capital Corporation Enterprise, AL	Chairman of the Board of Directors, Chief Executive Officer, President	(c)
Gus H. Bell, III	SunTrust Bank, Savannah, GA	Director	(c)
Robert L. Brown, Jr.	Citizens Trust Bank, Atlanta, GA	Director	(c)
David J. Cooper	SouthTrust Corporation, Birmingham, AL	Director	(c)
Archie H. Davis	The Savannah Bancorp, Savannah, GA	President, Chief Executive Officer, Director	(c)
	The Savannah Bank N.A., Savannah, GA	Vice Chairman, Director	(c)
	Bryan Bank & Trust, Richmond Hill, GA	Director	(c)
H. Allen Franklin	SouthTrust Corporation, Birmingham, AL	Director	(a);(c);(d);(e);(f)
Michael D. Garrett	Hancock Bank, Gulfport, MS	Director	(c)
G. Edison Holland	FCB Financial Corporation, Savannah, GA	Director	(e)
Charles D. McCrary	AmSouth Bancorporation,	Director	(a);(c);(e);(f)
	Birmingham, AL
Anthony R. James	SunTrust Bank, Savannah, GA	Director	(c);(f)
Donald M. James	SouthTrust Corporation, Birmingham, AL	Director	(a)
Carl E. Jones, Jr.	Regions Financial Corporation, Birmingham, AL	Chairman of the Board of Directors, President, Chief Executive Officer	(c)
Bobby J. Kerley	Mid South Bank, Eufaula, AL	Director	(f)
Wallace D. Malone, Jr.	SouthTrust Corporation, Birmingham, AL	Chairman of the Board of Directors and Chief Executive Officer	(c)
Malcolm Portera	Regions Financial Corporation, Birmingham, AL	Director	(c)
J. Neal Purcell	Synovus Financial Corporation, Columbus, GA	Director	(a)

ITEM 6.

OFFICERS AND DIRECTORS. Part II. Financial Connections. (Continued)


Name of Officer or Director	Name and Location of Financial Institution	Position Held in Financial Institution	Applicable Exemption Rule
			Rule No. 70 Subdivision

C. Dowd Ritter	AmSouth Bancorporation, Birmingham, AL	Chairman, Chief Executive Officer, President	(c)
	AmSouth Bank, Birmingham, AL	Chairman, Chief Executive Officer	(c)
George A. Schloegel	Hancock Bank—Mississippi, Gulfport, MS	Director, Chief Executive Officer and President	(c)
	Hancock Holding Company, Gulfport, MS	Vice Chairman of the Board of Directors	(c)
	Hancock Bank—Louisiana, Baton Rouge, LA	Director	(d)
Steve R. Spencer	AmSouth Bank, Birmingham, AL	Director	(c);(f)
W. Ronald Smith	SouthTrust Bank of Calhoun County, N.A. Anniston, AL	Director	(c);(f)
Gerald St. Pe’	Merchants & Marine Bank, Pascagoula, MS	Director	(a)
Arnold M. Tenenbaum	First Chatham Bank Holding Company, Savannah, GA	Chairman of the Board of Directors	(c)
Philip J. Terrell	Hancock Bank, Gulfport, MS	Director	(c)
D. Gary Thompson	Wachovia Bank, Georgia Banking, Atlanta, GA	Chief Executive Officer	(c)
	Wachovia Corporation, Charlotte, NC	Executive Officer	(d)
Gene Warr	Coast Community Bank, Gulfport, MS	Director	(c)
E. Jenner Wood, III	SunTrust Bank Central Group, Atlanta, GA	Chairman, President and Chief Executive Officer	(c)
	SunTrust Banks Inc., Atlanta, GA	Executive Officer	(c)
James W. Wright	First Tuskegee Bank, Montgomery, AL	Chairman of the Board of Directors and Chief Executive Officer	(c)

ITEM 6.

EXECUTIVE COMPENSATION. PART III.

(a)

Summary Compensation Tables. The following tables set forth information concerning any Chief Executive Officer and the most highly compensated executive officers for SCS, Southern LINC, Southern Telecom, Southern Management and Southern Nuclear serving as of December 31, 2003, as defined by the Securities and Exchange Commission. ALABAMA, GEORGIA, GULF and MISSISSIPPI are incorporated by reference to the Information Statements relating to each of their respective 2004 Annual Meetings of Shareholders. SAVANNAH and SOUTHERN POWER are incorporated by reference to page numbers III-6 and III-7 in the SOUTHERN system’s combined Form 10-K for the year ended December 31, 2003. SOUTHERN is incorporated by reference to “Summary Compensation Table” in SOUTHERN’s definitive Proxy Statement relating to the 2004 Annual Meeting of Stockholders.

Key terms used in this Item will have the following meanings:

ESP

Employee Savings Plan

ESOP

Employee Stock Ownership Plan

SBP

Supplemental Benefit Plan

ERISA

Employee Retirement Income Security Act

SCS

SUMMARY COMPENSATION TABLE


		ANNUAL COMPENSATION				LONG-TERM COMPENSATION
Name and Principal Position	Year	Salary($)	Bonus($)	Other Annual Compensation($)¹	Restricted Stock Awards($)²	Number of Securities Underlying Stock Options (Shares)	Long-Term Incentive Payouts($)³	All Other Compensation($)⁴
H. Allen Franklin President, Chief Executive Officer, Director	2003 2002 2001	966,240 929,215 855,969	2,083,162 1,984,320 1,867,320	5,940 7,080 2,770	— — 648,863	501,935 382,242 497,790	2,404,720 1,672,510 1,249,890	59,881 61,822 44,786

Thomas A. Fanning⁵ Executive Vice President	2003 2002 2001	375,820 — —	522,396 — —	110,691 — —	— — —	42,314 — —	223,482 — —	156,405 — —

G. Edison Holland Executive Vice President	2003 2002 2001	380,716 364,868 333,539	421,131 416,003 324,022	7,796 69,102 24,036	— — —	48,992 54,624 68,071	207,170 219,677 180,384	19,583 90,046 69,760

Dwight H. Evans Executive Vice President	2003 2002 2001	368,369 353,038 326,876	407,481 402,519 296,139	5,190 10,365 51,963	— — —	47,404 52,854 91,299	407,250 352,667 295,504	20,183 23,685 67,664

W. Paul Bowers Executive Vice President	2003 2002 2001	356,994 329,570 273,758	431,675 403,433 273,630	6,257 12,337 3,072	— — —	46,181 50,046 51,740	234,253 214,133 160,515	18,063 16,802 39,542

¹	Tax reimbursements on certain perquisites. In 2002, Mr. Holland’s amount includes $59,548 in tax assistance associated with relocation. In 2001, Mr. Holland’s amount included $17,015 in tax assistance associated with relocation.

²	The amount for Mr. Franklin reflects the value of the grant of restricted stock units on the date granted. The restricted stock units vested on April 2, 2001 and were transferred to SOUTHERN’s Deferred Compensation Plan.

Payout of performance dividend equivalents on most stock options granted after 1996 that were held by the executive at the end of the performance periods under the Omnibus Incentive Compensation Plan for the four-year performance periods ended December 31, 2001, 2002 and 2003, respectively. Dividend equivalents can range from 25 percent of the common stock dividend paid during the last year of the performance period if total shareholder return over the four-year period, compared to a group of other large utility companies, is at the 30th percentile to 100 percent of the dividend paid if it reaches the 90th percentile. No dividend equivalents are paid if the total stockholder return is below the 30^th percentile or if the Company’s earnings are not sufficient to fund the common stock dividend. For eligible stock options held on December 31, 2000, 2001 and 2002, all named executives received a payout of $1.34, $1.355 and $1.385 per option, respectively.

⁴	Contributions in 2003 to the ESP, ESOP, non-pension related accruals under SBP and tax sharing benefits paid to participants who elected receipt of dividends on SOUTHERN’s common stock held in the ESP are as follows:-


Name	ESP	ESOP	SBP	ESP Tax Sharing Benefit
H. Allen Franklin	$8,100	$744	$49,696	$1,341
Thomas A. Fanning	7,600	744	9,912	—
G. Edison Holland	8,074	744	10,553	212
Dwight H. Evans	7,971	744	10,190	1,278
W. Paul Bowers	7,934	744	9,385	—

In 2003, the amount for Mr. Fanning also included $138,149 of additional relocation assistance. In 2001, this amount includes for Messrs. Evans, Holland and Bowers additional incentive compensation of $50,000, $31,628 and $24,380, respectively. In 2001 and 2002, these amounts for Mr. Holland also included $19,933 and $70,307, respectively, of additional relocation expenses.

⁵	Mr. Fanning became an executive officer on April 11, 2003.

Southern LINC

SUMMARY COMPENSATION TABLE


	ANNUAL COMPENSATION					LONG-TERM COMPENSATION
Name and Principal Position	Year	Salary($)	Bonus($)	Other Annual Compensation($)¹	Restricted Stock Award ($)	Number of Securities Underlying Stock Options (Shares)	Long-Term Incentive Payouts($)²	All Other Compensation($)³
Robert G. Dawson⁴ President, Chief Executive Officer, Director	2003 2002 2001	283,824 269,682 245,269	331,668 310,687 260,479	2,397 5,798 2,774	— — —	28,698 31,997 54,900	237,489 215,936 165,142	16,760 19,345 13,652

R. Craig Elder⁴ Vice President, Chief Financial Officer, Treasurer	2003 2002 2001	173,606 165,763 153,433	148,994 187,069 118,209	1,973 1,664 —	— — —	11,169 12,458 19,007	49,662 49,365 36,236	8,663 8,500 8,127

Rodney H. Johnson Vice President	2003 2002 2001	145,433 136,075 120,786	107,434 135,639 70,589	— 206 —	— — —	6,700 7,374 7,703	35,661 25,810 15,643	6,878 4,458 3,632

Julie T. Pigott Vice President	2003 2002 2001	141,276 134,060 120,786	104,107 133,223 70,589	1,438 — —	— — —	6,492 7,242 7,703	35,190 25,631 15,643	5,426 6,745 6,463

¹	Tax reimbursements on certain perquisites.

Payout of performance dividend equivalents on most stock options granted after 1996 that were held by the executive at the end of the performance periods under the Omnibus Incentive Compensation Plan for the four-year performance periods ended December 31, 2001, 2002 and 2003, respectively. Dividend equivalents can range from 25 percent of the common stock dividend paid during the last year of the performance period if total shareholder return over the four-year period, compared to a group of other large utility companies, is at the 30th percentile to 100 percent of the dividend paid if it reaches the 90th percentile. No dividend equivalents are paid if the total stockholder return is below the 30^th percentile or if the Company’s earnings are not sufficient to fund the common stock dividend. For eligible stock options held on December 31, 2001, 2002 and 2003, all named executives received a payout of $1.34, $1.355 and $1.385 per option, respectively.

³	Contributions in 2003 to the ESP, ESOP, non-pension related accruals under the SBP, and tax sharing benefits paid to participants who elected receipt of dividends on SOUTHERN’s common stock held in the ESP are as follows:-


Name	ESP	ESOP	SBP	ESP Tax Sharing Benefit
Robert G. Dawson	$9,000	$744	$5,688	$1,328
R. Craig Elder	6,758	744	1,161	—
Rodney H. Johnson	6,058	744	76	—
Julie T. Pigott	4,613	744	69	—

⁴	Messrs. Dawson and Elder are also chief executive officer and chief financial officer, respectively, of Southern Telecom.

Southern Management

and

Southern Company GAS

SUMMARY COMPENSATION TABLE


		ANNUAL COMPENSATION				LONG-TERM COMPENSATION
Name and Principal Position	Year	Salary($)	Bonus($)	Other Annual Compensation ($)¹	Restricted Stock Award ($)	Number of Securities Underlying Stock Options (Shares)	Long-Term Incentive Payouts ($)²	All Other Compensation ($)³

Southern Management

Ronald P. Bertasi⁴	2003	190,959	155,210	7,700	—	12,465	36,239	9,382
President, Chief	2002	185,000	48,100	18,395	—	13,700	18,564	7,001
Executive Officer, Director

Southern Company GAS

C. Philip Saunders⁵	2003	233,323	94,194	7,144	—	23,634	126,649	12,332
President, Chief	2002	221,321	210,821	—	—	26,100	91,881	11,554
Executive Officer

¹	Tax reimbursements on certain perquisites.

Payout of performance dividend equivalents on most stock options granted after 1996 that were held by the executive at the end of the performance periods under the Omnibus Incentive Compensation Plan for the four-year performance periods ended December 31, 2001, 2002 and 2003, respectively. Dividend equivalents can range from 25 percent of the common stock dividend paid during the last year of the performance period if total shareholder return over the four-year period, compared to a group of other large utility companies, is at the 30th percentile to 100 percent of the dividend paid if it reaches the 90th percentile. No dividend equivalents are paid if the total stockholder return is below the 30^th percentile or if the Company’s earnings are not sufficient to fund the common stock dividend. For eligible stock options held on December 31, 2001, 2002 and 2003, all named executives received a payout of $1.34, $1.355 and $1.385 per option, respectively.

³	Contributions in 2003 to the ESP, ESOP and non-pension related accruals under the SBP are as follows:-


Name	ESP		ESOP		SBP
Ronald P. Bertasi	$	8,694	$	688	$	—
C. Philip Saunders		5,249		744		6,339

⁴	Mr. Bertasi became the President and Chief Executive Officer of Southern Management on December 17, 2001.

⁵	Mr. Saunders became the President and Chief Executive Officer of Southern Company GAS on July 15, 2002.

Southern Nuclear

SUMMARY COMPENSATION TABLE


		ANNUAL COMPENSATION				LONG-TERM COMPENSATION
Name and Principal Position	Year	Salary($)	Bonus($)	Other Annual Compensation ($)¹	Restricted Stock Awards ($)	Number of Securities Underlying Stock Options (Shares)	Long-Term Incentive Payouts ($)²	All Other Compensation ($)³
W. G. Hairston, III President and Chief Executive Officer	2003 2002 2001	459,231 440,104 414,594	499,660 507,131 370,798	9,296 11,485 1,583	— — —	59,097 65,890 96,135	217,489 239,842 294,360	24,353 27,969 22,523

Jack D. Woodard Executive Vice President	2003 2002 2001	354,294 343,203 327,079	352,705 361,604 267,169	5,744 9,048 8,172	— — —	42,258 47,592 83,534	350,312 308,315 241,129	20,241 22,968 16,212

James B. Beasley, Jr. Vice President	2003 2002 2001	220,077 206,286 194,302	179,723 181,714 136,055	4,415 3,798 3,911	— — —	18,220 19,647 37,727	126,949 129,732 111,914	12,326 13,819 13,967

H. L. Sumner, Jr. Vice President	2003 2002 2001	215,888 208,321 199,067	176,981 179,632 137,354	3,016 5,931 6,184	— — —	17,942 20,004 42,248	142,789 140,011 124,254	11,553 10,864 10,516

Jeffrey T. Gasser⁴ Vice President	2003 2002 2001	198,894 164,378 —	162,742 162,826 —	263 — —	— — —	16,498 8,195 —	59,795 51,634 —	7,929 8,339 —

¹	Tax reimbursements on certain perquisites.

Payout of performance dividend equivalents on most stock options granted after 1996 that were held by the executive at the end of the performance periods under the Omnibus Incentive Compensation Plan for the four-year performance periods ended December 31, 2000, 2001 and 2002, respectively. Dividend equivalents can range from 25 percent of the common stock dividend paid during the last year of the performance period if total shareholder return over the four-year period, compared to a group of other large utility companies, is at the 30th percentile to 100 percent of the dividend paid if it reaches the 90th percentile. No dividend equivalents are paid if the total stockholder return is below the 30^th percentile or if the Company’s earnings are not sufficient to fund the common stock dividend. For eligible stock options held on December 31, 2001, 2002 and 2003, all named executives received a payout of $1.34, $1.355 and $1.385 per option, respectively.

³	Southern Nuclear contributions to the ESP, ESOP, non-pension related accruals under the SBP and tax sharing benefits paid to participants who elected receipt of dividends on SOUTHERN’s common stock held in the ESP are provided in the following table:


	ESP		ESOP		SBP		ESP Tax Sharing Benefit
William G. Hairston, III	$	8,026	$	744	$	15,207	$	376
Jack D. Woodard		8,692		744		9,460		1,345
James B. Beasley, Jr.		8,417		744		2,445		720
H. L. Sumner, Jr.		9,000		744		1,789		—
Jeffrey T. Gasser		6,828		744		357		—

⁴	Mr. Gasser became an executive officer effective September 1, 2002.

STOCK OPTION GRANTS IN 2003

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, 2003. ALABAMA, GEORGIA, GULF and MISSISSIPPI are incorporated by reference to the Information Statements relating to each of their respective 2004 Annual Meetings of Shareholders. SAVANNAH and SOUTHERN POWER are incorporated by reference to page number III-8 in the SOUTHERN system’s combined Form 10-K for the year ended December 31, 2003. SOUTHERN is incorporated by reference to “Option Grants in 2003” under STOCK OPTIONS in SOUTHERN’s definitive Proxy Statement relating to the 2004 Annual Meeting of Stockholders.


	Individual Grants			Grant Date Value
Name	Number of Securities Underlying Share Options Granted¹	% of Total Options Granted to Employees in Fiscal Year²	Exercise or Base Price ($/Sh)³	Expiration Date³	Grant Date Present Value($)³
SCS

H. Allen Franklin	501,935	7.0	27.975	07/01/2009	1,801,947

Thomas A. Fanning	42,314	0.6	27.975	02/14/2013	151,907

Dwight H. Evans	47,404	0.7	27.975	02/14/2013	170,180

G. Edison Holland, Jr.	48,992	0.7	27.975	02/14/2013	175,881

W. Paul Bowers	46,181	0.6	27.975	02/14/2013	165,790

Southern LINC

Robert G. Dawson	28,698	0.4	27.975	02/14/2013	103,026

R. Craig Elder	11,169	0.2	27.975	02/14/2013	40,097

Rodney H. Johnson	6,700	0.1	27.975	02/14/2013	24,053

Julie T. Pigott	6,492	0.1	27.975	02/14/2013	23,306

Under the terms of the Omnibus Incentive Compensation Plan, stock option grants were made on February 14, 2003 and vest annually at a rate of one-third on the anniversary date of the grant. Grants fully vest upon termination as a result of death, total disability or retirement and expire five years after retirement, three years after death or total disability or their normal expiration date if earlier. The exercise price is the average of the high and low price of Southern Company’s common stock on the date granted. Options may be transferred to a revocable trust and for Messrs. Franklin, Fanning, Evans, Holland and Bowers options also may be transferred to certain family members, family trusts and family limited partnerships.

²	A total of 7,165,452 stock options were granted in 2003.

³	Value was calculated using the Black-Scholes option valuation model. The actual value, if any, ultimately realized depends on the market value of Southern Company’s common stock at a future date. Significant assumptions are shown below:


Volatility	Risk-free rate of return		Dividend Yield		Expected Term
Volatility	Risk-free rate of return		Dividend Yield		Expected Term
23.59%	2.72	%	4.90	%	4.28 years

STOCK OPTION GRANTS IN 2003 (continued)


	Individual Grants		Exercise or Base Price ($/Sh)³	Grant Date Value
Name	Number of Securities Underlying Share Options Granted¹	% of Total Options Granted to Employees in Fiscal Year²	Exercise or Base Price ($/Sh)³	Expiration Date³	Grant Date Present Value($)³
Southern Management

Ronald P. Bertasi	12,465	0.2	27.975	02/14/2013	44,749

Southern Company GAS

C. Philip Saunders	23,634	0.3	27.975	02/14/2013	84,846

Southern Nuclear

William G. Hairston, III	59,097	0.8	27.975	02/14/2013	212,158

Jack D. Woodard	42,258	0.6	27.975	02/14/2013	151,706

James B. Beasley, Jr.	18,220	0.2	27.975	02/14/2013	65,410

H. L. Sumner, Jr.	17,942	0.2	27.975	02/14/2013	64,412

Jeffrey T. Gasser	16,498	0.2	27.975	02/14/2013	59,228

Under the terms of the Omnibus Incentive Compensation Plan, stock option grants were made on February 14, 2003 and vest annually at a rate of one-third on the anniversary date of the grant. Grants fully vest upon termination as a result of death, total disability or retirement and expire five years after retirement, three years after death or total disability or their normal expiration date if earlier. The exercise price is the average of the high and low price of Southern Company’s common stock on the date granted. Options may be transferred to a revocable trust and for Mr. Hairston options also may be transferred to certain family members, family trusts and family limited partnerships.

²	A total of 7,165,452 stock options were granted in 2003.

³	Value was calculated using the Black-Scholes option valuation model. The actual value, if any, ultimately realized depends on the market value of Southern Company’s common stock at a future date. Significant assumptions are shown below:

Volatility

Risk-free

rate of return

Dividend

Yield

Expected

Term

23.59%

2.72

4.90

4.28 years

AGGREGATED STOCK OPTION EXERCISES IN 2003 AND YEAR-END OPTION VALUES

Aggregated Stock Option Exercises. The following table sets forth information concerning options exercised during the year ending December 31, 2003 by the named executive officers and value of unexercised options held by them as of December 31, 2003. ALABAMA, GEORGIA, GULF and MISSISSIPPI are incorporated by reference to the Information Statements relating to each of their respective 2004 Annual Meetings of Shareholders. SAVANNAH and SOUTHERN POWER are incorporated by reference to page number III-9 in the SOUTHERN system’s combined Form 10-K for the year ended December 31, 2003. SOUTHERN is incorporated by reference to “Aggregated Stock Option Exercises in 2003 and Year-End Option Values” under OPTION EXERCISES in SOUTHERN’s definitive Proxy Statement relating to the 2004 Annual Meeting of Stockholders.


Name	Shares Acquired on Exercise (#)	Value Realized($)²	Number of Unexercised Options at Fiscal Year-End (#)		Value of Unexercised In-the-Money Options at Fiscal Year-End($)¹
Name	Shares Acquired on Exercise (#)	Value Realized($)²	Exercisable	Unexercisable	Exercisable	Unexercisable
SCS
H. Allen Franklin	—	—	813,567	922,693	9,140,670	4,045,262
Thomas A. Fanning	22,830	332,827	78,236	83,123	801,883	386,126
Dwight H. Evans	13,632	202,796	180,970	113,073	2,177,134	558,687
G. Edison Holland	61,534	889,176	41,483	108,098	272,985	507,736
W. Paul Bowers	35,077	541,068	72,345	96,791	692,848	435,030

Southern LINC
Robert G. Dawson	18,363	277,386	103,143	68,329	1,215,598	343,837
R. Craig Elder	11,744	163,461	10,048	25,809	66,852	127,768
Rodney H. Johnson	—	—	11,564	14,184	128,555	66,991
Julie T. Pigott	—	—	11,520	13,888	128,335	66,078

Southern Management
Ronald P. Bertasi	—	—	4,567	21,598	22,789	73,932

Southern Company GAS
C. Philip Saunders	—	—	37,445	53,998	362,040	265,676

Southern Nuclear
William G. Hairston, III	79,070	799,208	21,964	135,068	109,600	665,782
Jack D. Woodard	—	—	151,102	101,831	1,749,770	510,952
James B. Beasley, Jr.	22,303	315,150	47,766	43,894	484,524	225,283
H. L. Sumner, Jr.	18,174	215,578	57,736	45,361	657,426	241,049
Jeffrey T. Gasser	—	—	16,311	26,862	170,691	76,370

This represents the excess of the fair market value of SOUTHERN’s common stock of $30.25 per share, as of December 31, 2003, above the exercise price of the options. The Exercisable column reports the “value” of options that are vested and therefore could be exercised. The Unexercisable column reports the “value” of options that are not vested and therefore could not be exercised as of December 31, 2003.

²	The “Value Realized” is ordinary income, before taxes, and represents the amount equal to the excess of the fair market value of the shares at the time of exercise above the exercise price.

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, 2003. 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, 2003. SOUTHERN is incorporated by reference to the Stock Ownership Table in SOUTHERN’s definitive Proxy Statement relating to the 2004 Annual Meeting of Stockholders. ALABAMA, GEORGIA, GULF and MISSISSIPPI are incorporated by reference to the Information Statements relating to each of their respective 2004 Annual Meetings of Shareholders. SAVANNAH and SOUTHERN POWER are incorporated by reference to page numbers III-13 and III-14 in the SOUTHERN system’s combined Form 10-K for the year ended December 31, 2003.


Name of Directors or Nominees and Executive Officers	Title of Class	Shares Beneficially Owned (1)	Shares Beneficially Owned Include: Shares Individuals Have Rights To Acquire Within 60 Days(2)

SCS
H. Allen Franklin	SOUTHERN Common	1,249,367	1,207,841
David M. Ratcliffe	SOUTHERN Common	227,807	214,558
Charles D. McCrary	SOUTHERN Common	259,492	256,031
W. Paul Bowers	SOUTHERN Common	120,941	112,941
Dwight H. Evans	SOUTHERN Common	235,770	225,402
Thomas A. Fanning	SOUTHERN Common	85,419	83,657
G. Edison Holland, Jr	SOUTHERN Common	91,269	87,075

The directors, nominees and executive officers of SCS as a Group	SOUTHERN Common	2,687,395 shares	2,574,404 shares

Southern LINC
Robert G. Dawson	SOUTHERN Common	157,527	132,007
Thomas A. Fanning	SOUTHERN Common	85,419	83,657
H. Allen Franklin	SOUTHERN Common	1,249,367	1,207,841
Charles D. McCrary	SOUTHERN Common	259,492	256,031
David M. Ratcliffe	SOUTHERN Common	227,807	214,558
R. Craig Elder	SOUTHERN Common	24,854	21,311
Rodney H. Johnson	SOUTHERN Common	21,052	18,383
Julie T. Pigott	SOUTHERN Common	20,094	18,225

The directors, nominees and executive officers of Southern LINC as a Group	SOUTHERN Common	2,045,612 shares	1,952,013 shares

ITEM 6.

OFFICERS AND DIRECTORS.

PART III.


Name of Directors or Nominees and Executive Officers	Title of Class	Shares Beneficially Owned (1)	Shares Beneficially Owned Include: Shares Individuals Have Rights To Acquire Within 60 Days(2)
Southern Telecom
Robert G. Dawson	SOUTHERN Common	157,527	132,007
Thomas A. Fanning	SOUTHERN Common	85,419	83,657
H. Allen Franklin	SOUTHERN Common	1,249,367	1,207,841
Charles D. McCrary	SOUTHERN Common	259,492	256,031
David M. Ratcliffe	SOUTHERN Common	227,807	214,558
R. Craig Elder	SOUTHERN Common	24,854	21,331

The directors, nominees and executive officers of Southern Telecom as a Group	SOUTHERN Common	2,004,466 shares	1,915,425 shares

Southern Management
Ronald P. Bertasi	SOUTHERN Common	13,429	13,288
Thomas A. Fanning	SOUTHERN Common	85,419	83,657
H. Allen Franklin	SOUTHERN Common	1,249,367	1,207,841
Leonard J. Haynes	SOUTHERN Common	103,169	96,000
Charles D. McCrary	SOUTHERN Common	259,492	256,031
David M. Ratcliffe	SOUTHERN Common	227,807	214,558
Robert M. Gilbert	SOUTHERN Common	2,885	2,720

The directors, nominees and executive officers of Southern Management as a Group	SOUTHERN Common	1,941,568 shares	1,874,095 shares

Southern Company GAS
C. Philip Saunders	SOUTHERN Common	61,950	61,082

Southern Nuclear
H. Allen Franklin	SOUTHERN Common	1,249,367	1,207,841
William G. Hairston, III	SOUTHERN Common	86,225	81,959
Charles D. McCrary	SOUTHERN Common	259,492	256,031
David M. Ratcliffe	SOUTHERN Common	227,807	214,558
Jack D. Woodard	SOUTHERN Common	202,960	192,580
H. L. Sumner, Jr.	SOUTHERN Common	56,972	54,495
James B. Beasley, Jr.	SOUTHERN Common	74,775	66,381
Jeffrey T. Gasser	SOUTHERN Common	35,156	27,755

The directors, nominees and executive officers of Southern Nuclear as a Group	SOUTHERN Common	2,192,754 shares	2,101,600 shares

Notes to Item 6, Part III(b):

(1)	As used in these tables, “beneficial ownership” means the sole or shared power to vote, or to direct the voting of, a security, or investment power with respect to a security, or any combination thereof.

(2)	Indicates shares of SOUTHERN’s common stock that directors and executive officers have the right to acquire within 60 days.

ITEM 6.

OFFICERS AND DIRECTORS.

PART III.

(c) Contracts and transactions with system companies.

ALABAMA, GEORGIA, GULF and MISSISSIPPI are incorporated by reference to the Information Statements relating to each of their respective 2004 Annual Meetings of Shareholders. SAVANNAH and SOUTHERN POWER are incorporated by reference to page number III-6 and III-7 in the SOUTHERN system’s combined Form 10-K for the year ended December 31, 2003.

(d) Indebtedness to system companies. None.

(e) Participation in bonus and profit sharing arrangements and other benefits.

SOUTHERN is incorporated by reference to Executive Compensation in SOUTHERN’s definitive Proxy Statement relating to the 2004 annual meeting of stockholders. Also, ALABAMA, GEORGIA, GULF and MISSISSIPPI are incorporated by reference to the Information Statements relating to each of their respective 2004 Annual Meetings of Shareholders. SAVANNAH and SOUTHERN POWER are incorporated by reference to page numbers III-10 to III-12 in the SOUTHERN system’s combined Form 10-K for the year ended December 31, 2003.

SOUTHERN’s Change in Control Plan is applicable to certain of its officers, and individual change in control agreements have been entered into with some of the most highly compensated executive officers of SCS, Southern LINC, Southern Telecom, Southern Management, Southern Company GAS and Southern Nuclear. If an executive is involuntarily terminated, other than for cause, within two years following a change in control of SOUTHERN the agreements provide for:

•

lump sum payment of two or three times annual compensation,

•

up to five years’ coverage under group health and life insurance plans,

•

immediate vesting of all stock options, stock appreciation rights and restricted stock previously granted,

•

payment of any accrued long-term and short-term bonuses and dividend equivalents, and

•

payment of any excise tax liability incurred as a result of payments made under any individual agreements.

A SOUTHERN change in control is defined under the agreements as:

•

acquisition of at least 20 percent of SOUTHERN’s stock,

•

a change in the majority of the members of SOUTHERN’s board of directors,

•

a merger or other business combination that results in SOUTHERN’s shareholders immediately before the merger owning less than 65 percent of the voting power after the merger, or

•

a sale of substantially all the assets of SOUTHERN.

If a change in control affects only a subsidiary of SOUTHERN, these payments would only be made to executives of the affected subsidiary who are involuntarily terminated as a result of that change in control.

SOUTHERN also provides in its incentive plans for pro-rata payments at not less than target-level performance if a change in control occurs and the plans are not continued or replaced with comparable plans.

On February 23, 1998, SOUTHERN and Southern Nuclear entered into a Deferred Compensation Agreement with Mr. Woodard that provided that on the fifth anniversary of the Agreement, if still employed by SOUTHERN or one of its subsidiaries, Mr. Woodard would receive the cash value of the number of shares of SOUTHERN common stock that could have been purchased for $200,000 on February 23, 1998, and on which dividends were reinvested throughout the five-year period. If certain performance goals are met, Mr. Woodard also would receive the estimated income tax expense on the compensation. Mr. Woodard could elect to defer receipt of the award until termination of employment. This Agreement expired by its terms on February 23, 2003, and the cash value of the shares on that date ($474,514) was deferred by Mr. Woodard along with the estimated income tax expense on the compensation ($366,823) for a total deferral of $841,337.

Mr. Woodard retired from Southern Nuclear on April 1, 2004. In connection with his retirement, Southern Nuclear entered into an agreement with Mr. Woodard. The Agreement provides for the payment to Mr. Woodard of $951,756. This amount will be paid in five annual installments which will be determined based on an effective interest rate of 7.5% per annum. The Agreement also contains customary releases by Southern Nuclear and Mr. Woodard and an agreement by Mr. Woodard to not engage in specified competitive activities for two years.

On February 23, 1998, SOUTHERN and Southern Nuclear entered into a Deferred Compensation Agreement with Mr. Hairston that provided that on the fifth anniversary of the Agreement, if still employed by SOUTHERN or one of its subsidiaries, Mr. Hairston would receive the cash value of the number of shares of SOUTHERN common stock that could have been purchased for $250,000 on February 23, 1998, and on which dividends were reinvested throughout the five-year period. If certain performance goals are met, Mr. Hairston also would receive the estimated income tax expense on the compensation. Mr. Hairston could elect to defer receipt of the award until termination of employment. This Agreement expired by its terms on February 23, 2003, and the cash value of the shares on that date ($601,058) was paid to Mr. Hairston along with the estimated income tax expense on the compensation ($464,647) for a total payment of $1,065,705.

On February 22, 2002, SOUTHERN, SAVANNAH, SCS and GULF entered into a Supplemental Pension Agreement with Mr. Holland. The Agreement provides that upon the retirement of Mr. Holland, he will be paid a monthly amount equal to the difference in the amount he receives from the Southern Company Pension Plan and the amount he would have received had he been employed by a subsidiary or affiliate of SOUTHERN since January 1, 1980. The Agreement also provides for lump sum payments upon Mr. Holland’s retirement equal to the amount he would have received under the Southern Company Employee Savings Plan and Employee Stock Ownership Plan had he participated in such plans in 1992.

(f) Rights to indemnity. Incorporated by reference are the by-laws, for the companies of the SOUTHERN system, contained herein as Exhibits.

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.

Name of Company

Name of Recipient or Beneficiary

Purpose

Accounts Charged,

if any, per Books

of Disbursing

Company

Amount($)

None

SOUTHERN, ALABAMA, GEORGIA, GULF, MISSISSIPPI and SAVANNAH have established political action committees and have incurred certain costs in the administration of these committees in accordance with the provisions of the Federal Election Campaign Act and the Public Utility Holding Company Act.

(2)

Expenditures, disbursements or payments, directly or indirectly, in money, goods or services, to or for the account of any citizens group or public relations counsel.

The information called for by this item was compiled, and memoranda from each company in the system were received and are being preserved by SOUTHERN, in accordance with the instructions to this item.


Name of Company	Name of Recipient or Beneficiary	Purpose	Accounts Charged, if any, per Books of Disbursing Company	Amount($)
ALABAMA	Business Council of Alabama	Dues & Support	930,426,506,520	320,395
			539,549,563
	Edison Electric Institute	Dues	426,921,930	625,066
	Nature Conservancy of Alabama	Dues & Support	921	2,200
	Nuclear Energy Institute	Dues	524	438,871	*
	Public Affairs Research Council of Alabama	Dues & Support	930,426	42,185

GEORGIA	Buckhead Coalition	Dues	930	5,000
	Central Atlanta Progress	Dues	930	26,750
	Edison Electric Institute	Dues	426,930	885,996
	Georgia Conservancy	Support	426	16,000
			n/a	25,000	**
	Georgia Municipal Association	Support	930	5,000
	National Association of Manufacturers	Dues	930	15,000
	National Association of Regional Councils	Support	930	2,500
	Nature Conservancy	Support	426	15,000
			n/a	260,000	**
	Nuclear Energy Institute	Dues	524,426	566,103	***
	Regional Business Coalition	Dues	930	10,000

*	This amount was paid by Southern Nuclear and billed to ALABAMA.

**	Georgia Power Foundation.

***	This amount, which excludes dues billed to joint owners of Plants Hatch and Vogtle, was paid by Southern Nuclear and billed to GEORGIA.

ITEM 7.

CONTRIBUTIONS AND PUBLIC RELATIONS. (Continued)


Name of Company	Name of Recipient or Beneficiary	Purpose	Accounts Charged, if any, per Books of Disbursing Company	Amount($)
GULF	Economic Development Council—Bay County	Support	912	20,000
	Economic Development Council—Holmes County	Support	912	10,000
	Economic Development Council—Okaloosa County	Support & Dues	912	17,000
	Chamber of Commerce—Florida	Support & Dues	912,921,426	32,065
	Chamber of Commerce—Pensacola	Support & Dues	426,912,921,930	10,681
	Chamber of Commerce—Washington County	Support	426,912	11,500
	Edison Electric Institute	Dues	921,930	150,140
	Enterprise Florida	Support	912,921	52,105
	Florida’s Great Northwest	Support & Dues	912	102,500
	Other Economic Development Councils/Activity Groups 13 Beneficiaries)	Support & Dues	921	46,400

MISSISSIPPI	Center for Public Utilities at New Mexico State University	Dues	426	2,500
	Edison Electric Institute	Dues	426,930	111,080
	Land Trust for the Mississippi Coastal Plain	Dues	426	2,000
	Mississippi Economic Council	Dues	426,930	50,000
	Mississippi Gulf Coast Economic Development Council	Dues	426,930	2,000
	Mississippi Manufacturers Association	Dues	426,930	2,300
	Mississippi Wildlife Federation	Dues	426	1,000
	Retail Association of Mississippi	Dues	426,930	2,000

SAVANNAH	Association of County Commissioners of Georgia	Dues	930	500
	Edison Electric Institute	Dues	426,930	64,437
	Georgia Conservancy	Support	426	1,000
	Georgia Municipal Association	Dues	426	500
	Nature Conservancy	Support	426	55,000
	North American Energy Standards Board	Membership	930	5,000
	Savannah Foundation	Support	426	5,000
	Southeastern Electrification Council	Membership	930	1,600
	Southeastern Electric Exchange	Membership	930	4,909
	Other Economic Development Councils/Activity Groups (3 Beneficiaries)	Dues	930	973

ITEM 8.

SERVICE, SALES AND CONSTRUCTION CONTRACTS.

PART I.

Transactions

(1)

Serving Company

(2)

Receiving Company

(3)

Compensation

(4)

Contract

(5)

In Effect

on Dec. 31

(Yes or No)

(6)

(Note)

Southern LINC

(Note

)

(Note

)

Yes

(Note)

Southern Management

(Note

)

(Note

)

Yes

Sublease of railcars

SAVANNAH

GEORGIA

318,420

Yes

Sublease of railcars

ALABAMA

MISSISSIPPI

1,104,282

Yes

Sublease of railcars

GEORGIA

MISSISSIPPI

73,906

Yes

Sublease of railcars

MISSISSIPPI

GEORGIA

411,219

Yes

Sublease of railcars

ALABAMA

GEORGIA

2,121,842

Yes

Sublease of railcars

GEORGIA

ALABAMA

900,305

Yes

Sublease of railcars

MISSISSIPPI

ALABAMA

33,351

Yes

Sublease of railcars

ALABAMA

SAVANNAH

2,968

Yes

Sublease of railcars

GEORGIA

GULF

305,394

Yes

Sublease of railcars

SAVANNAH

MISSISSIPPI

243

Yes

Sublease of railcars

GEORGIA

SAVANNAH

272,782

Yes

Sublease of railcars

ALABAMA

ERA

377,400

Yes

Sublease of railcars

GEORGIA

ERA

102,628

Yes

Sublease of railcars

GEORGIA

SCRS

38,662

Yes

Sublease of railcars

SCRS

GEORGIA

320,421

Yes

Sublease of railcars

SCRS

ALABAMA

8,301

Yes

Note: The Serving Company leased the cars; the Receiving Company owns or leases the cars and the Compensation is the amount paid to the Receiving Company for use of the cars, at cost.

Southern LINC and Southern Management have agreements with SCS, ALABAMA, GEORGIA, GULF, MISSISSIPPI and SAVANNAH pursuant to which Southern LINC and Southern Management reimburse each of such companies for the full cost of services, personnel and facilities provided to Southern LINC and Southern Management.

Pursuant to such agreements, during 2003 the total reimbursements to SCS, ALABAMA, GEORGIA, GULF, MISSISSIPPI and SAVANNAH from Southern LINC were $40,791,791; $1,280,858; $2,507,025; $118,678; $145,472 and $19,761, respectively; and from Southern Management were $3,129,482, $254,657, $238,899; $85,861; none and $46,626, respectively. Southern Management in 2003 also reimbursed SCES LLC $453,220 for the full cost of services, personnel and facilities.

Southern Company GAS during 2003 also reimbursed GEORGIA and SCS for certain services which were furnished, at cost in the amounts of $419,501 and $10,457,391, respectively.

Synfuel Services has agreements with SCS, ALABAMA and GEORGIA pursuant to which Synfuel Services reimburses each of these companies for full cost of services, personnel and facilities. Pursuant to these agreements, during 2003 Synfuel Services’ reimbursements to SCS, ALABAMA and GEORGIA were $29,082, $34,151,396 and $33,183,094, respectively.

SCES LLC has agreements with SCS, ALABAMA, GEORGIA, GULF, MISSISSIPPI, SAVANNAH, Southern Management, and Southern Nuclear for services, personnel and facilities. During 2003, SCES LLC reimbursed to SCS, ALABAMA, GEORGIA, GULF, MISSISSIPPI, SAVANNAH, Southern Management and Southern Nuclear $2,602,210; $248,500; $342,206; $8,839; none; $1,513;$299,269 and $10,268, respectively.

PART II. None.

PART III. None.

ITEM 9.

WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES

PART I (a) See Item 6—Part I for the name of the company, its location and business address.

PART I (b)

Key terms: EWG means Exempt Wholesale Generator

FUCO means Foreign Utility Company

SPS means Special Purpose Subsidiary

IS means Intermediate Subsidiary


COMPANY	EWG, FUCO, SPS, IS	OWNERSHIP	% OWNED		SOUTHERN COMPANY’S DIRECT OR INDIRECT INVESTMENT IN THIS ENTITY AS DEFINED UNDER RULES 53 AND 58
SE Finance Capital Corporation II (See Note 1)	SPS	Southern Company Holdings, Inc.	100	%	—
SE Finance Capital Corporation (See Note 1)	SPS	SE Finance Capital Corporation II	100	%	—
Southern Energy Finance Company, Inc. (See Note 1)	IS	SE Finance Capital Corporation	100	%	—
EPZ Lease, Inc.	IS	Southern Energy Finance Company, Inc.	100	%	—
EPZ Lease, LLC	IS	EPZ Lease, Inc. Southern Energy Finance Company, Inc.	99 1	% %	—
EPZ Lease Holding A, LLC	IS	EPZ Lease, LLC EPZ Lease, Inc.	99 1	% %	—
EPZ Lease Holding B, LLC	IS	EPZ Lease, LLC EPZ Lease, Inc.	99 1	% %	—
EPZ Lease Holding C, LLC	IS	EPZ Lease, LLC EPZ Lease, Inc.	99 1	% %	—
EPZ Lease Trust A	FUCO	EPZ Lease Holding A, LLC	100	%	See Note 2
EPZ Lease Trust B	FUCO	EPZ Lease Holding B, LLC	100	%	See Note 2
EPZ Lease Trust C	FUCO	EPZ Lease Holding C, LLC	100	%	See Note 2
Southern Company Capital Funding, Inc.	IS	Southern Company Holdings, Inc.	100	%	—
Southern Company Capital Trust IV	SPS	Southern Company Capital Funding, Inc.	100	%	—
Southern Company Capital Trust V	SPS	Southern Company Capital Funding, Inc.	100	%	—
Southern Company Capital Trust VI	SPS	Southern Company Capital Funding, Inc.	100	%	—

ITEM 9.

WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES

PART I(b)


COMPANY	EWG, FUCO, SPS IS ER	OWNERSHIP	% OWNED		SOUTHERN COMPANY’S DIRECT OR INDIRECT INVESTMENT IN THIS ENTITY AS DEFINED UNDER RULES 53 AND 58
Dutch Gas Lease, Inc.	IS	Southern Energy Finance Company, Inc.	100	%	—
Dutch Gas Lease, LLC	IS	Dutch Gas Lease, Inc. Southern Energy Finance Company, Inc.	99 1	% %	—
Dutch Gas Lease Holding A, L.L.C.	IS	Dutch Gas Lease, L.L.C.	100	%	—
Dutch Gas Lease Trust A	FUCO	Dutch Gas Lease Holding A, L.L.C.	100	%	See Note 2
Dutch Gas Lease Holding B, L.L.C.	IS	Dutch Gas Lease, L.L.C.	100	%	—
Dutch Gas Lease Trust B	FUCO	Dutch Gas Lease Holding B. L.L.C.	100	%	See Note 2
Dutch Gas Lease Holding C, L.L.C.	IS	Dutch Gas Lease, L.L.C.	100	%	—
Dutch Gas Lease Trust C	FUCO	Dutch Gas Lease Holding C, L.L.C.	100	%	See Note 2
NUON Lease, Inc.	IS	Southern Energy Finance Company, Inc.	100	%	—
NUON Lease Holding D, L.L.C.	IS	NUON Lease, Inc.	100	%	—
NUON Lease Trust D	FUCO	NUON Lease Holding D, L.L.C.	100	%	See Note 2
NUON Lease Holding E, L.L.C.	IS	NUON Lease, Inc.	100	%	—
NUON Lease Trust E	FUCO	NUON Lease Holding E, L.L.C.	100	%	See Note 2
NUON Lease Holding F, L.L.C.	IS	NUON Lease, Inc.	100	%	—
NUON Lease Trust F	FUCO	NUON Lease Holding F, L.L.C.	100	%	See Note 2
GAMOG Lease, Inc.	IS	Southern Energy Finance Company, Inc.	100	%	—
GAMOG Lease Holding G, L.L.C.	IS	Gamog Lease, Inc.	100	%	—
GAMOG Lease Trust G	FUCO	Gamog Lease Holding G, L.L.C.	100	%	See Note 2
GAMOG Lease Holding H, L.L.C.	IS	Gamog Lease, Inc.	100	%	—
GAMOG Lease Trust H	FUCO	Gamog Lease Holding H, L.L.C.	100	%	See Note 2
GAMOG Lease Holding I, L.L.C.	IS	Gamog Lease, Inc.	100	%	—
GAMOG Lease Trust I	FUCO	Gamog Lease Holding I, L.L.C.	100	%	See Note 2

ITEM 9.

WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES

PART I(b)


COMPANY	EWG, FUCO, SPS IS ER	OWNERSHIP	% OWNED		SOUTHERN COMPANY’S DIRECT OR INDIRECT INVESTMENT IN THIS ENTITY AS DEFINED UNDER RULES 53 AND 58
Southern Company-Florida LLC	EWG	Southern Power Company	100	%	$	260,575,639
Southern Company Holdings, Inc.	SPS	SOUTHERN	100	%		—
SE Choctaw, Inc.	IS	SE Finance Capital Corporation II	100	%		—
SE Choctaw LLC	EWG	SE Choctaw, Inc.	100	%	$	59,907,662

SOUTHERN’s aggregate investment as defined under Rules 53 and 58 in EWGs and FUCOs at December 31, 2003 was $320,483,301.

NOTE 1

SOUTHERN has executed limited keep-well commitments whereby SOUTHERN would be required to make capital contributions to SE Finance Capital Corporation II, SE Finance Capital Corp. or Southern Energy Finance Company, Inc. in the event of a shortfall in the scheduled debt service resulting from certain changes in the payments due from SOUTHERN under the Southern Company Income Tax Allocation Agreement. The maximum potential capital contribution required under these commitments is the unamortized balance of the related loans, which totaled approximately $380 million as of December 31, 2003.

NOTE 2

As discussed in SOUTHERN’s Application on Form U-1 (File No. 70-9727) relating to the spin-off of Mirant, SOUTHERN and Mirant reorganized certain energy-related and FUCO activities and Mirant completed a tax-free distribution to SOUTHERN of these activities on March 5, 2001 (the “Mini-Spin”). On April 2, 2001, SOUTHERN completed the spin-off of its remaining ownership interest in Mirant to SOUTHERN’s shareholders. Therefore, the four indirect subsidiaries (EPZ Lease, Inc., Dutch Gas Lease, Inc., GAMOG Lease, Inc. and NUON Lease, Inc.) obtained through the Mini-Spin are the only remaining FUCOs held by SOUTHERN. Although it now owns all of the equity in these companies as a result of the Mini-Spin, SOUTHERN has no direct or indirect investment or any aggregate investment within the meaning of Rule 53 in these FUCOs.

ITEM 9.

WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES

PART I(c)


COMPANIES	DEBT TO EQUITY	EARNINGS
SE Finance Capital Corporation II	2.0	$	52,167,008
SE Choctaw LLC	0	$	59,907,662
SE Finance Capital Corporation	2.1	$	46,546,539
Southern Energy Finance Company, Inc.	0.5	$	49,557,585

EPZ Lease, Inc.
EPZ Lease, LLC
EPZ Lease Holdings A, LLC
EPZ Lease Trust A
EPZ Lease Holdings B LLC
EPZ Lease Trust B
EPZ Lease Holdings C LLC
EPZ Lease Trust C

Dutch Gas Lease, Inc.
Dutch Gas Lease, LLC
Dutch Gas Lease Holdings A, LLC
Dutch Gas Lease Trust A
Dutch Gas Lease Holdings B LLC
Dutch Gas Lease Trust B
Dutch Gas Lease Holdings C LLC
Dutch Gas Lease Trust C

GAMOG Lease, Inc.
GAMOG Lease Holdings A, LLC
GAMOG Lease Trust A
GAMOG Lease Holdings B, LLC
GAMOG Lease Trust B
GAMOG Lease Holdings C, LLC
GAMOG Lease Trust C

Nuon Lease, Inc.
Nuon Lease Holdings D, LLC
Nuon Lease Trust D
Nuon Lease Holdings E, LLC
Nuon Lease Trust E
Nuon Lease Holdings F, LLC
Nuon Lease Trust F

Southern Company-Florida LLC	0	$	260,575,639

PART I(d)

None.

PART II

Exhibits G and H, submitted with this filing, are being incorporated by reference.

ITEM 9.

WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES

PART III

SOUTHERN’s aggregate investment in EWGs and FUCOs at December 31, 2003 is as follows:


	Total¹		Equity¹		Debt		Guarantees²
	(in thousands)
Investment In EWGs & FUCOs (A)	$	320,483	$	195,913	$	56,000	$	68,570

Investment in Domestic Public-Utility Subs	SOUTHERN’s Investment (in thousands)
Investment in Domestic Public-Utility Subs	Total		Equity		Debt		Guarantees
ALABAMA	$	2,217,068	$	2,217,068	$	—	$	—
GEORGIA	$	2,552,788	$	2,552,788		—		—
GULF	$	402,924	$	402,924		—		—
MISSISSIPPI	$	330,532	$	330,532		—		—
SAVANNAH	$	78,640	$	78,640		—		—
SOUTHERN POWER	$	658,306	$	658,306		—		—
SEGCO	$	33,848	$	33,848		—		—
(B) Total Domestic Public—Utility Subsidiaries	$	6,466,112	$	6,466,112	$	—	$	—

RATIO A÷B		0.050 ¹

⁽¹⁾

Following the completion of the spin-off of Mirant on April 2, 2001 and as discussed in SOUTHERN’s Application on Form U-1 (File No. 70-9727) relating to the spin-off, SOUTHERN retained only four indirect subsidiaries (EPZ Lease, Inc., Dutch Gas Lease, Inc., GAMOG Lease, Inc. and NUON Lease, Inc.) that qualify as FUCOs and none that qualify as EWGs. SOUTHERN has no equity or debt investment within the meaning of Rule 53 in these four FUCO subsidiaries.

⁽²⁾

SOUTHERN agreed to grant performance guarantees on behalf of SOUTHERN POWER and its subsidiary, Southern Company – Florida LLC (SCF), for SCF’s payment obligations under ownership and power purchase agreements associated with Plant Stanton in Orlando. Construction of Plant Stanton was completed and the unit placed in commercial operation in October 2003. Subsequently, the guarantees have been transferred to SOUTHERN POWER and SOUTHERN has been released from these guarantees.

Acting as an agent for all of SOUTHERN’s operating companies, SOUTHERN POWER and Southern Company GAS, SCS may enter into various types of wholesale energy and natural gas contracts. Under these agreements, each of the operating companies, SOUTHERN POWER and Southern Company GAS may be jointly and severally liable for the obligations of each of the operating companies, SOUTHERN POWER and Southern Company GAS. The creditworthiness of SOUTHERN POWER and Southern Company GAS is currently inferior to the creditworthiness of the operating companies; therefore, SOUTHERN has entered into keep-well agreements with each of the operating companies to insure they will not subsidize nor be responsible for any costs, losses, liabilities or damages resulting from the inclusion of SOUTHERN POWER and Southern Company GAS as a contracting party under these agreements.

ITEM 10 – FINANCIAL STATEMENTS AND EXHIBITS

SOUTHERN AND SUBSIDIARY COMPANIES

INDEX TO FINANCIAL STATEMENTS

December 31, 2003


		Page Number
FINANCIAL STATEMENTS:
Consolidating Statement of Income for the Year Ended December 31, 2003		A-1
Consolidating Statement of Cash Flows for the Year Ended December 31, 2003		A-3
Consolidating Balance Sheet at December 31, 2003		A-5
Consolidating Statement of Capitalization at December 31, 2003		A-9
Consolidating Statement of Retained Earnings for the Year Ended December 31, 2003		A-13
Consolidating Statement of Paid-in Capital for the Year Ended December 31, 2003		A-14
Consolidating Statements of Comprehensive Income for the Year Ended December 31, 2003		A-15
Consolidating Statements of Accumulated Other Comprehensive Income for the Year Ended December 31, 2003		A-15
Notes to Financial Statements at December 31, 2003		A-16

OTHER FINANCIAL STATEMENTS:
ALABAMA consolidated with ALABAMA TRUST II, ALABAMA TRUST III, ALABAMA TRUST IV and ALABAMA TRUST V		A-17
Alabama Property Company (Unaudited; Not consolidated in Parent, ALABAMA)		A-22
GEORGIA consolidated with PIEDMONT, GEORGIA TRUST IV, GEORGIA TRUST V and GEORGIA TRUST VI		A-24
GULF consolidated with GULF TRUST I, GULF TRUST II, GULF TRUST III and GULF TRUST IV		A-29
MISSISSIPPI consolidated with MISSISSIPPI TRUST II		A-33
SAVANNAH consolidated with SAVANNAH ELECTRIC TRUST I		A-37
SOUTHERN POWER consolidated with SOUTHERN COMPANY FLORIDA, SOUTHERN COMPANY JET PORT, KLONDIKE, McLEOD and CHEROKEE		A-41
SOUTHERN HOLDINGS consolidated with SE FINANCE CAPITAL CORP II, CAPITAL FUNDING, SCES LLC, ALABAMA SYNFUEL ENERGY, SYNFUEL SERVICES, ERA, ELECTROTECHNOLOGIES, SCRS and SERC		A-45

EXHIBITS		A-49

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, 2003, as filed with the Federal Energy Regulatory Commission.

THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES

CONSOLIDATING STATEMENT OF INCOME

FOR THE YEAR ENDED DECEMBER 31, 2003

(Stated in Thousands of Dollars)


	Consolidated			Intercompany Eliminations and Transfers Add (Deduct)			Southern			Alabama			Georgia			Gulf			Mississippi			Savannah			SEGCO			Southern Funding
Operating Revenues:
Retail sales	$	8,874,655		$	—		$	—		$	3,051,463		$	4,309,972		$	699,174		$	516,301		$	297,745		$	—		$	—
Sales for resale —
Non-affiliates		1,357,797			—			—			487,456			259,376			76,767			249,986			5,653			—			—
Affiliates		—			(1,052,422	)		—			277,287			174,855			63,268			26,723			6,499			175,012			—
Other electric revenues		515,033			(10,184	)		—			143,955			169,304			38,488			76,914			4,158			1,763			—
Other revenues		503,944			(5,793	)		—			—			—			—			—			—			—			—

Total operating revenues		11,251,429			(1,068,399	)		—			3,960,161			4,913,507			877,697			869,924			314,055			176,775			—

Operating Expenses:
Fuel		3,030,887			(90,167	)		—			1,067,821			1,103,963			316,503			229,251			55,308			110,034			—
Purchased power —
Non-affiliates		472,732			619			—			110,885			258,621			17,137			18,523			5,713			—			—
Affiliates		—			(1,036,850	)		—			204,353			516,944			33,020			74,674			83,792			—			—
Other operations		2,302,491			(32,263	)		49,853			611,418			827,972			140,166			230,075			56,823			22,695			—
Maintenance		936,643			—			—			309,451			419,206			70,534			70,043			26,798			21,346			—
Depreciation and amortization		1,027,476			—			—			412,919			349,984			82,322			55,700			20,499			11,343			—
Taxes other than income taxes		586,036			—			250			228,414			212,827			66,115			53,991			14,665			1,161			—

Total operating expenses		8,356,265			(1,158,661	)		50,103			2,945,261			3,689,517			725,797			732,257			263,598			166,579			—

Operating Income		2,895,164			90,262			(50,103	)		1,014,900			1,223,990			151,900			137,667			50,457			10,196			—
Other Income and (Expense):
Allowance for equity funds used during construction		24,645			—			—			12,594			10,752			712			—			193			394			—
Interest income		35,635			(101,234	)		10,643			15,220			15,625			888			617			290			—			3,742
Equity in earnings (losses) of unconsolidated subsidiaries		(183,939	)		(1,616,403	)		1,511,910			3,247			3,557			64			36			56			—			—
Leveraged lease income		65,778			—			—			—			—			—			—			—			—			—
Interest expense, net of amounts capitalized		(527,295	)		100,674			(92,340	)		(214,302	)		(182,583	)		(31,069	)		(14,369	)		(9,590	)		(3,110	)		(3,742	)
Distributions on mandatorily redeemable preferred securities		(151,358	)		—			—			(15,255	)		(59,675	)		(7,085	)		(2,520	)		(2,740	)		—			—
Preferred dividends of subsidiaries		(21,167	)		—			—			(18,267	)		(670	)		(217	)		(2,013	)		—			—			—
Other income (expense), net		(51,819	)		(60	)		(8,203	)		(34,949	)		(14,108	)		(5,306	)		(604	)		(751	)		458			—

Total other income and (expense)		(809,520	)		(1,617,023	)		1,422,010			(251,712	)		(227,102	)		(42,013	)		(18,853	)		(12,542	)		(2,258	)		—

Earnings From Continuing Operations Before Income Taxes		2,085,644			(1,526,761	)		1,371,907			763,188			996,888			109,887			118,814			37,915			7,938			—
Income taxes		612,460			—			(101,927	)		290,378			366,311			40,877			45,315			15,108			1,532			—

Earnings From Continuing Operations Before Cumulative Effect of Accounting Change		1,473,184			(1,526,761	)		1,473,834			472,810			630,577			69,010			73,499			22,807			6,406			—
Cumulative effect of accounting change— less income taxes of $231		367			—			—			—			—			—			—			—			—			—

Consolidated Net Income	$	1,473,551		$	(1,526,761	)	$	1,473,834		$	472,810		$	630,577		$	69,010		$	73,499		$	22,807		$	6,406		$	—

Common Stock Data:

Earnings Per Share from continuing operations—

Average number of shares of common stock outstanding (stated in
thousands)—

Basic

2.03

Basic

726,702

Diluted

2.02

Diluted

731,905

Earnings Per Share including discontinued operations—

Cash dividends paid per share of common stock

1.38½

Basic

2.03

Diluted

2.02

(Continued on following page)

A-1

THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES

CONSOLIDATING STATEMENT OF INCOME

FOR THE YEAR ENDED DECEMBER 31, 2003

(Stated in Thousands of Dollars)

(Continued)


	Southern Power			Southern Holdings			Southern Mgt Dev			Southern LINC			Powercall			Southern Telecom			Southern Gas			Deferred Cash Trust			Deferred Stock Trust		Change in Control Trust
Operating Revenues:
Retail sales	$	—		$	—		$	—		$	—		$	—		$	—		$	—		$	—		$	—	$	—
Sales for resale—
Non-affiliates		278,559			—			—			—			—			—			—			—			—		—
Affiliates		312,586			819			51			15,322			—			—			—			—			—		—
Other electric revenues		90,635			—			—			—			—			—			—			—			—		—
Other revenues		—			142,926			5,720			182,865			—			9,735			168,491			—			—		—

Total operating revenues		681,780			143,745			5,771			198,187			—			9,735			168,491			—			—		—

Operating Expenses:
Fuel		115,256			—			—			—			—			—			122,918			—			—		—
Purchased power—
Non-affiliates		61,234			—			—			—			—			—			—			—			—		—
Affiliates		124,067			—			—			—			—			—			—			—			—		—
Other operations		50,852			151,035			8,903			123,276			28			7,411			54,185			11			—		51
Maintenance		11,389			—			—			7,876			—			—			—			—			—		—
Depreciation and amortization		39,012			16,928			228			31,113			—			1,657			5,771			—			—		—
Taxes other than income taxes		6,665			—			9			1,630			—			238			71			—			—		—

Total operating expenses		408,475			167,963			9,140			163,895			28			9,306			182,945			11			—		51

Operating Income		273,305			(24,218	)		(3,369	)		34,292			(28	)		429			(14,454	)		(11	)		—		(51	)
Other Income and (Expense):
Allowance for equity funds used during construction		—			—			—			—			—			—			—			—			—		—
Interest income		435			88,239			53			63			19			24			—			30			221		760
Equity in earnings (losses) of unconsolidated subsidiaries		—			(93,282	)		6,875			1			—			—			—			—			—		—
Leveraged lease income		—			65,778			—			—			—			—			—			—			—		—
Interest expense, net of amounts capitalized		(31,708	)		(38,107	)		(262	)		(4,873	)		—			(446	)		(1,468	)		—			—		—
Distributions on mandatorily redeemable preferred securities		—			(64,083	)		—			—			—			—			—			—			—		—
Preferred dividends of subsidiaries		—			—			—			—			—			—			—			—			—		—
Other income (expense), net		(2,029	)		1,630			(40	)		(3,777	)		—			15,888			(21	)		—			53		—

Total other income and (expense)		(33,302	)		(39,825	)		6,626			(8,586	)		19			15,466			(1,489	)		30			274		760

Earnings From Continuing Operations Before Income Taxes		240,003			(64,043	)		3,257			25,706			(9	)		15,895			(15,943	)		19			274		709
Income taxes		85,221			(145,157	)		(1,390	)		10,209			26			5,957			—			—			—		—

Earnings Before Cumulative Effect of Accounting Change		154,782			81,114			4,647			15,497			(35	)		9,938			(15,943	)		19			274		709
Cumulative effect of accounting change—less income taxes of $231		367			—			—			—			—			—			—			—			—		—

Consolidated Net Income	$	155,149		$	81,114		$	4,647		$	15,497		$	(35	)	$	9,938		$	(15,943	)	$	19		$	274	$	709

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-2

THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES

CONSOLIDATING STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED DECEMBER 31, 2003

(Stated in Thousands of Dollars)


	Consolidated			Intercompany Eliminations and Transfers Add (Deduct)			Southern			Alabama			Georgia			Gulf			Mississippi			Savannah			SEGCO			SCS			Southern Nuclear
Operating Activities:
Consolidated net income	$	1,473,551		$	(1,547,928	)	$	1,473,834		$	491,077		$	631,247		$	69,227		$	75,512		$	22,807		$	6,406		$	—		$	—
Adjustments to reconcile consolidated net income to net cash provided from (used for) operating activities—
Depreciation and amortization		1,163,139			—			635			467,085			390,201			87,949			60,226			22,587			11,674			22,520			854
Deferred income taxes and investment tax credits		450,974			—			(30,932	)		153,154			230,221			2,303			(8,562	)		793			2,006			—			(7,562	)
Plant Daniel capacity		60,300			—			—			—			—			—			60,300			—			—			—			—
Deferred capacity revenues		(15,316	)		(15,724	)		—			(9,589	)		—			—			—			—			—			—			—
Equity in losses of unconsolidated subsidiaries		93,772			1,520,405			(1,511,910	)		(3,246	)		(2,393	)		55			—			—			—			(205	)		(358	)
Leveraged lease income		(65,778	)		—			—			—			—			—			—			—			—			—			—
Pension, postretirement, and other employee benefits		(18,656	)		—			792			(32,029	)		(29,118	)		(717	)		(1,014	)		6,215			—			17,940			16,838
Tax benefit of stock options		29,782			(30,533	)		29,782			8,680			11,649			1,768			2,323			884			—			—			3,801
Settlement of interest rate hedges		(115,771	)		—			—			(7,957	)		(11,250	)		(3,266	)		—			—			—			—			—
Other, net		10,831			11,200			1,455			14,639			5,161			6,774			6,517			4,015			316			(10,172	)		(15,994	)
Changes in certain current assets and liabilities—
Receivables, net		5,770			(12,485	)		9,084			7,134			(4,870	)		8,223			21,038			1,189			(3,996	)		(4,885	)		(652	)
Fossil fuel stock		(17,172	)		—			—			(13,251	)		(17,490	)		1,837			2,070			(323	)		—			—			—
Materials and supplies		(11,522	)		—			—			(4,651	)		(7,677	)		(1,091	)		(1,607	)		516			—			149			—
Other current assets		27,038			(11,537	)		8,882			(953	)		(2,352	)		12,207			1,750			4,057			(95	)		16,237			(2,054	)
Accounts payable		(67,103	)		(7,732	)		(24,162	)		50,928			(49,598	)		(1,105	)		(12,292	)		3,713			(1,652	)		(43,294	)		2,666
Accrued taxes		19,012			11,535			11,301			(33,507	)		52,348			(549	)		(8,976	)		(983	)		(979	)		35			1,148
Other current liabilities		43,510			3,160			(7,843	)		30,580			16,734			7,576			(13,804	)		(5,311	)		1,114			819			(287	)

Net cash provided from (used for) operating activities of continuing operations		3,066,361			(79,639	)		(39,082	)		1,118,094			1,212,813			191,191			183,481			60,159			14,794			(856	)		(1,600	)

Investing Activities:
Gross property additions		(2,001,878	)		939			—			(648,560	)		(742,810	)		(99,284	)		(69,345	)		(40,242	)		(11,782	)		(8,888	)		(3,269	)
Investment in unconsolidated subsidiaries		(72,338	)		(1,111,394	)		1,113,015			—			—			—			—			—			—			(1,621	)		—
Cost of removal net of salvage		(80,381	)		—			—			(35,440	)		(28,265	)		(7,881	)		(5,811	)		(613	)		(2,327	)		—			—
Other		(39,157	)		(748,238	)		57,760			(13,763	)		(16,262	)		(4,440	)		(2,080	)		1,508			(1	)		(953	)		799

Net cash provided from (used for) investing activities of continuing operations		(2,193,754	)		(1,858,693	)		1,170,775			(697,763	)		(787,337	)		(111,605	)		(77,236	)		(39,347	)		(14,110	)		(11,462	)		(2,470	)

Financing Activities:
Increase (decrease) in notes payable, net		(365,958	)		336,603			(175,906	)		(36,991	)		(220,400	)		9,187			—			(2,897	)		(47,814	)		—			—
Proceeds—
Long-term debt		3,494,886			—			—			1,415,000			1,000,000			286,625			90,000			73,870			50,000			891			—
Mandatorily redeemable preferred securities		—			—			—			—			—			—			—			—			—			—			—
Preferred stock		125,000			—			—			125,000			—			—			—			—			—			—			—
Common Stock		470,480			(50,000	)		470,480			50,000			—			—			—			—			—			—			—
Capital contributions from parent company		—			(94,142	)		—			17,826			40,809			13,315			4,912			6,757			20			—			4,758
Redemptions—
Long-term debt		(3,009,732	)		430,339			(430,339	)		(1,507,943	)		(665,000	)		(233,382	)		(120,828	)		(39,411	)		—			(3,031	)		—
Mandatorily redeemable preferred securities		(479,514	)		—			—			—			—			(85,000	)		—			—			—			—			—
Preferred stock		—			—			—			—			—			—			—			—			—			—			—
Common Stock Repurchased		—			—			—			—			—			—			—			—			—			—			—
Capital distributions to parent company		—			77,000			—			—			—			—			—			—			—			—			—
Payment of preferred stock dividends		—			21,107			—			(18,181	)		(696	)		(217	)		(2,013	)		—			—			—			—
Payment of common stock dividends		(1,004,445	)		1,217,425			(1,004,445	)		(430,200	)		(565,800	)		(70,200	)		(66,000	)		(23,000	)		(2,225	)		—			—
Other		(64,813	)		—			—			(14,775	)		(22,563	)		(10,644	)		(5,891	)		(2,166	)		(526	)		—			—

Net cash provided from (used for) financing activities of continuing operations		(834,096	)		1,938,332			(1,140,210	)		(400,264	)		(433,650	)		(90,316	)		(99,820	)		13,153			(545	)		(2,140	)		4,758

Net Change in Cash and Cash Equivalents		38,511			—			(8,517	)		20,067			(8,174	)		(10,730	)		6,425			33,965			139			(14,458	)		688
Cash and Cash Equivalents at Beginning of Period		272,762			—			8,795			22,685			16,873			13,278			62,695			3,978			559			19,337			858

Cash and Cash Equivalents at End of Period	$	311,273		$	—		$	278		$	42,752		$	8,699		$	2,548		$	69,120		$	37,943		$	698		$	4,879		$	1,546

Supplemental Cash Flow Information:
Cash paid during the period for—
Interest (net of amount capitalized)	$	602,583		$	(92,324	)	$	96,141		$	185,272		$	215,463		$	37,468		$	17,334		$	11,334		$	—		$	4,592		$	—
Income taxes		188,539			—			(80,946	)		161,004			145,048			23,777			60,618			8,439			546			(246	)		2,831

(Continued on following page)

A-3

THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES

CONSOLIDATING STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED DECEMBER 31, 2003

(Stated in Thousands of Dollars)

(Continued)


	Southern Funding			Southern Power			Southern Holdings			Southern Mgt Dev			Southern LINC			Powercall			Southern Telecom			Southern Gas			Deferred Cash Trust			Deferred Stock Trust			Change in Control Trust
Operating Activities:
Consolidated net income	$	—		$	155,149		$	81,114		$	4,647		$	15,497		$	(35	)	$	9,938		$	(15,943	)	$	19		$	274		$	709
Adjustments to reconcile consolidated net income to net cash provided from (used for) operating activities—
Depreciation and amortization		—			43,712			16,928			228			31,113			—			1,657			5,770			—			—			—
Deferred income taxes and investment tax credits		—			22,521			82,485			—			1,575			—			2,972			—			—			—			—
Plant Daniel capacity		—			—			—			—			—			—			—			—			—			—			—
Deferred capacity revenues		—			9,997			—			—			—			—			—			—			—			—			—
Equity in losses of unconsolidated subsidiaries		—			—			93,282			(1,846	)		(12	)		—			—			—			—			—			—
Leveraged lease income		—			—			(65,778	)		—			—			—			—			—			—			—			—
Pension, postretirement, and other employee benefits		—			—			149			(4	)		2,222			—			70			—			—			—			—
Tax benefit of stock options		—			130			61			16			1,202			—			—			19			—			—			—
Settlement of interest rate hedges		—			(93,298	)		—			—			—			—			—			—			—			—			—
Other, net		—			(25,787	)		20,207			(5,306	)		892			—			451			(3,104	)		(19	)		—			(414	)
Changes in certain current assets and liabilities—
Receivables, net		—			(7,008	)		(29,341	)		4,380			2,040			24			3,337			12,812			—			—			(254	)
Fossil fuel stock		—			5,232			—			—			—			—			—			4,753			—			—			—
Materials and supplies		—			(1,570	)		7,152			147			(2,890	)		—			—			—			—			—			—
Other current assets		—			(9,675	)		14,309			196			410			—			(2,320	)		(2,024	)		—			—			—
Accounts payable		—			32,694			(11,207	)		(38	)		(5,083	)		(373	)		(800	)		232			—			—			—
Accrued taxes		—			(6,939	)		(4,536	)		1,127			(1,553	)		32			18			(510	)		—			—			—
Other current liabilities		—			9,535			(1,975	)		(192	)		551			—			2,896			(43	)		—			—			—

Net cash provided from (used for) operating activities of continuing operations		—			134,693			202,850			3,355			45,964			(352	)		18,219			1,962			—			274			41

Investing Activities:
Gross property additions		—			(344,362	)		(10,177	)		(211	)		(22,625	)		—			(477	)		(785	)		—			—			—
Investment in unconsolidated subsidiaries		—			—			(72,774	)		436			—			—			—			—			—			—			—
Cost of removal net of salvage		—			—			—			—			(44	)		—			—			—			—			—			—
Other		279,152			(16,931	)		416,857			1,343			5,791			—			37			1,529			—			(1,265	)		—

Net cash provided from (used for) investing activities of continuing operations		279,152			(361,293	)		333,906			1,568			(16,878	)		—			(440	)		744			—			(1,265	)		—

Financing Activities:
Increase (decrease) in notes payable, net		(279,152	)		93,859			(3,597	)		850			(30,870	)		—			(7,780	)		(1,050	)		—			—			—
Proceeds—
Long-term debt		—			575,000			3,500			—			—			—			—			—			—			—			—
Mandatorily redeemable preferred securities		—			—			—			—			—			—			—			—			—			—			—
Preferred stock		—			—			—			—			—			—			—			—			—			—			—
Common Stock		—			—			—			—			—			—			—			—			—			—			—
Capital contributions from parent company		—			5,953			3,379			(5,005	)		87			—			303			—			—			1,028			—
Redemptions—
Long-term debt		—			(379,640	)		(60,469	)		—			(28	)		—			—			—			—			—			—
Mandatorily redeemable preferred securities		—			—			(394,514	)		—			—			—			—			—			—			—			—
Preferred stock		—			—			—			—			—			—			—			—			—			—			—
Common Stock Repurchased		—			—			—			—			—			—			—			—			—			—			—
Capital distributions to parent company		—			(77,000	)		—			—			—			—			—			—			—			—			—
Payment of preferred stock dividends		—			—			—			—			—			—			—			—			—			—			—
Payment of common stock dividends		—			—			(60,000	)		—			—			—			—			—			—			—			—
Other		—			(8,248	)		—			—			—			—			—			—			—			—			—

Net cash provided from (used for) financing activities of continuing operations		(279,152	)		209,924			(511,701	)		(4,155	)		(30,811	)		—			(7,477	)		(1,050	)		—			1,028			—

Net Change in Cash and Cash Equivalents		—			(16,676	)		25,055			768			(1,725	)		(352	)		10,302			1,656			—			37			41
Cash and Cash Equivalents at Beginning of Period		10			19,474			90,363			345			8,564			2,165			1,150			1,432			—			196			5

Cash and Cash Equivalents at End of Period	$	10		$	2,798		$	115,418		$	1,113		$	6,839		$	1,813		$	11,452		$	3,088		$	—		$	233		$	46

Supplemental Cash Flow Information:
Cash paid during the period for—
Interest (net of amount capitalized)	$	—		$	105,765		$	18,832		$	—		$	934		$	—		$	305		$	1,467		$	—		$	—		$	—
Income taxes		—			77,993			(225,604	)		2,791			8,953			—			3,335			—			—			—			—

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-4

THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES

CONSOLIDATING BALANCE SHEET—DECEMBER 31, 2003

(Stated in Thousands of Dollars)


	Consolidated			Intercompany Eliminations and Transfers Add (Deduct)			Southern		Alabama			Georgia			Gulf			Mississippi			Savannah			SEGCO		SCS		Southern Nuclear
ASSETS
Current Assets:
Cash and cash equivalents	$	311,273		$	—		$	278	$	42,752		$	8,699		$	2,548		$	69,120		$	37,943		$	698	$	4,879	$	1,546
Receivables—
Customer accounts receivable		695,043			—			—		240,562			261,771			44,001			30,514			19,674			—		—		—
Unbilled revenues		275,394			—			—		95,953			117,327			31,548			19,278			11,288			—		—		—
Under recovered regulatory clause revenues		187,866			—			—		—			151,447			21,812			14,607			—			—		—		—
Other accounts and notes receivable		338,559			—			19,004		53,547			101,783			6,179			8,088			1,138			5		109,823		1,316
Affiliated companies		187			(834,341	)		125,261		48,876			52,413			9,826			12,160			4,872			37,702		242,845		59,158
Accumulated provision for uncollectible accounts		(30,155	)		—			—		(4,756	)		(5,350	)		(947	)		(897	)		(641	)		—		—		—
Fossil fuel stock, at average cost		316,126			—			—		86,993			137,537			35,354			25,233			8,652			—		—		—
Vacation pay		96,700			—			—		35,530			50,150			5,254			5,766			—			—		—		—
Materials and supplies, at average cost		570,786			—			—		211,690			271,040			35,930			23,670			9,070			668		1,192		—
Prepaid expenses		125,477			(91,753	)		14,049		44,608			46,157			6,314			31,932			25,796			343		11,881		10,071
Other		30,193			—			—		19,454			83			4,981			2,857			623			—		4		—

Total current assets		2,917,449			(926,094	)		158,592		875,209			1,193,057			202,800			242,328			118,415			39,416		370,624		72,091

Property, Plant, and Equipment:
In service		40,339,783			—			—		14,224,117			18,171,862			2,306,959			1,841,668			912,504			377,064		248,281		8,281
Less accumulated depreciation		14,303,515			—			—		4,905,920			6,898,725			847,519			672,730			402,394			219,847		130,780		5,305

		26,036,268			—			—		9,318,197			11,273,137			1,459,440			1,168,938			510,110			157,217		117,501		2,976
Nuclear fuel, at amortized cost		222,667			—			—		93,611			129,056			—			—			—			—		—		—
Construction work in progress		1,274,889			—			—		321,316			341,783			49,438			25,844			14,121			7,303		241		696

Total property, plant, and equipment		27,533,824			—			—		9,733,124			11,743,976			1,508,878			1,194,782			524,231			164,520		117,742		3,672

Other Property and Investments:
Nuclear decommissioning trusts, at fair value		807,893			—			—		384,574			423,319			—			—			—			—		—		—
Leveraged leases		837,843			—			—		—			—			—			—			—			—		—		—
Equity investments in unconsolidated subsidiaries		75,808			(10,996,100	)		10,885,503		47,811			38,714			1,393			1,659			1,888			—		8,392		1,643
Other		162,385			(978,173	)		15,522		16,992			37,142			11,204			1,091			360			7		69		—

Total other property and investments		1,883,929			(11,974,273	)		10,901,025		449,377			499,175			12,597			2,750			2,248			7		8,461		1,643

Deferred Charges and Other Assets:
Deferred charges related to income taxes		874,443			—			—		321,077			509,887			18,263			12,125			9,611			3,480		—		—
Prepaid pension costs		911,442			(53,461	)		—		446,256			405,164			42,014			18,167			—			—		53,302		—
Unamortized debt issuance expense		151,560			—			1,994		23,457			75,245			6,877			6,993			5,652			647		191		—
Unamortized loss on reacquired debt		326,389			—			—		110,946			177,707			19,389			10,201			7,488			658		—		—
Other		446,147			(337,240	)		31,160		111,178			177,817			28,235			31,038			42,276			1,464		63,398		187,410

Total deferred charges and other assets		2,709,981			(390,701	)		33,154		1,012,914			1,345,820			114,778			78,524			65,027			6,249		116,891		187,410

Total Assets	$	35,045,183		$	(13,291,068	)	$	11,092,771	$	12,070,624		$	14,782,028		$	1,839,053		$	1,518,384		$	709,921		$	210,192	$	613,718	$	264,816

(Continued on following page)

A-5

THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES

CONSOLIDATING BALANCE SHEET—DECEMBER 31, 2003

(Stated in Thousands of Dollars)

(Continued)


	Southern Funding		Southern Power			Southern Holdings			Southern Mgt Dev			Southern LINC			Powercall		Southern Telecom			Southern Gas			Deferred Cash Trust		Deferred Stock Trust		Change in Control Trust
ASSETS
Current Assets:
Cash and cash equivalents	$	10	$	2,798		$	115,418		$	1,113		$	6,839		$	1,813	$	11,452		$	3,088		$	—	$	233	$	46
Receivables—
Customer accounts receivable		—		10,772			14,218			316			18,978			—		834			53,403			—		—		—
Unbilled revenues		—		—			—			—			—			—		—			—			—		—		—
Under recovered regulatory clause revenues		—		—			—			—			—			—		—			—			—		—		—
Other accounts and notes receivable		—		270			35,495			—			11			—		10			1,467			—		—		423
Affiliated companies		194,922		14,130			26,662			273			1,761			—		67			3,600			—		—		—
Accumulated provision for uncollectible accounts		—		(350	)		(228	)		(140	)		(2,176	)		—		(151	)		(14,519	)		—		—		—
Fossil fuel stock, at average cost		—		5,798			—			—			—			—		—			16,559			—		—		—
Vacation pay		—		—			—			—			—			—		—			—			—		—		—
Materials and supplies, at average cost		—		8,123			1,827			1,352			6,224			—		—			—			—		—		—
Prepaid expenses		—		13,750			(1,494	)		27			7,667			—		4,081			2,048			—		—		—
Other		—		1,174			—			—			(67	)		—		278			806			—		—		—

Total current assets		194,932		56,465			191,898			2,941			39,237			1,813		16,571			66,452			—		233		469

Property, Plant, and Equipment:
In service		—		1,831,139			17,020			281			359,372			—		32,979			8,256			—		—		—
Less accumulated depreciation		—		60,005			6,955			148			146,894			—		4,141			2,152			—		—		—

		—		1,771,134			10,065			133			212,478			—		28,838			6,104			—		—		—
Nuclear fuel, at amortized cost		—		—			—			—			—			—		—			—			—		—		—
Construction work in progress		—		504,097			5,186			—			4,843			—		21			—			—		—		—

Total property, plant, and equipment		—		2,275,231			15,251			133			217,321			—		28,859			6,104			—		—		—

Other Property and Investments:
Nuclear decommissioning trusts, at fair value		—		—			—			—			—			—		—			—			—		—		—
Leveraged leases		—		—			837,843			—			—			—		—			—			—		—		—
Equity investments in unconsolidated subsidiaries		—		—			65,710			19,110			85			—		—			—			—		—		—
Other		—		—			1,002,700			1,409			—			—		141			24,243			958		5,380		23,340

Total other property and investments		—		—			1,906,253			20,519			85			—		141			24,243			958		5,380		23,340

Deferred Charges and Other Assets:
Deferred charges related to income taxes		—		—			—			—			—			—		—			—			—		—		—
Prepaid pension costs		—		—			—			—			—			—		—			—			—		—		—
Unamortized debt issuance expense		—		18,315			12,189			—			—			—		—			—			—		—		—
Unamortized loss on reacquired debt		—		—			—			—			—			—		—			—			—		—		—
Other		—		59,274			32,607			1,089			457			336		15,648			—			—		—		—

Total deferred charges and other assets		—		77,589			44,796			1,089			457			336		15,648			—			—		—		—

Total Assets	$	194,932	$	2,409,285		$	2,158,198		$	24,682		$	257,100		$	2,149	$	61,219		$	96,799		$	958	$	5,613	$	23,809

(Continued on following page)

A-6

THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES

CONSOLIDATING BALANCE SHEET—DECEMBER 31, 2003

(Stated in Thousands of Dollars)

(Continued)


	Consolidated		Intercompany Eliminations and Transfers Add (Deduct)			Southern		Alabama		Georgia		Gulf		Mississippi		Savannah		SEGCO			SCS			Southern Nuclear
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Securities due within one year	$	741,073	$	—		$	—	$	526,019	$	2,304	$	50,000	$	80,000	$	40,910	$	—		$	8,031		$	—
Notes payable		567,770		(318,128	)		258,597		—		137,277		37,666		—		—		19,882			—			—
Accounts payable—				—
Affiliated		3,566		(491,642	)		7,731		135,017		121,928		26,945		21,259		13,797		12,481			61,987			6,424
Other		695,958		—			4,958		162,314		238,069		21,952		55,309		13,147		—			163,186			8,515
Customer deposits		189,001		—			—		47,507		103,756		18,271		11,863		6,922		—			—			—
Accrued taxes—				—
Income taxes		153,757		(91,754	)		8,293		83,544		107,532		6,405		1,696		1,172		(652	)		720			1,055
Other		248,935		—			—		22,273		166,892		8,621		42,834		1,473		309			(63	)		1,890
Accrued interest		186,935		(21,888	)		21,303		46,489		70,844		8,077		3,223		2,802		1,203			136			—
Accrued vacation pay		128,505		—			—		35,530		38,206		5,254		5,766		2,530		—			20,158			19,604
Accrued compensation		436,855		—			—		75,620		134,004		13,456		23,832		5,652		—			115,480			59,043
Other		264,689		(36	)		18,793		34,513		105,234		9,694		35,985		5,107		144			26,261			370

Total current liabilities		3,617,044		(923,448	)		319,675		1,168,826		1,226,046		206,341		281,767		93,512		33,367			395,896			96,901

Long-term debt (See accompanying statements)		10,164,019		(974,045	)		998,275		3,377,148		3,762,333		515,827		202,488		222,493		74,304			51,041			—

Mandatorily redeemable preferred securities (See accompanying statements)		1,900,486		—			—		300,000		940,000		70,000		35,000		—		—			—			—

Deferred Credits and Other Liabilities:
Accumulated deferred income taxes		4,586,377		(129,945	)		3,208		1,571,076		2,303,085		175,685		142,088		83,852		22,840			—			—
Deferred credits related to income taxes		409,340		—			—		162,168		186,625		26,545		23,279		9,804		919			—			—
Accumulated deferred investment tax credits		579,490		—			—		216,309		312,506		20,451		19,841		8,625		1,758			—			—
Employee benefit obligations		764,624		(200,392	)		7,852		180,960		295,788		52,395		54,830		39,833		—			181,594			143,300
Asset retirement obligations		845,392		—			—		358,759		475,585		4,271		2,502		4,220		55			—			—
Other cost of removal obligations		1,268,729		—			—		574,445		412,161		151,229		80,588		36,843		13,463			—			—
Deferred capacity revenues		90,321		(20,456	)		—		36,567		—		186		—		—		—			—			—
Miscelleanous regulatory liabilities		576,390		—			—		213,669		249,687		27,903		72,199		12,932		—			—			—
Other		172,259		(46,354	)		2,905		37,525		63,432		22,626		39,504		11,515		—			4,112			19

Total deferred credits and other liabilities		9,292,922		(397,147	)		13,965		3,351,478		4,298,869		481,291		434,831		207,624		39,035			185,706			143,319

Total Liabilities		24,974,471		(2,294,640	)		1,331,915		8,197,452		10,227,248		1,273,459		954,086		523,629		146,706			632,643			240,220

Cumulative preferred stock of subsidiaries (See accompanying statements)		423,126		—			—		372,512		14,569		4,236		31,809		—		—			—			—

Common stockholders’ equity (See accompanying statements)		9,647,586		(10,996,428	)		9,760,856		3,500,660		4,540,211		561,358		532,489		186,292		63,486			(18,925	)		24,596

Total Liabilities and Stockholders’ Equity	$	35,045,183	$	(13,291,068	)	$	11,092,771	$	12,070,624	$	14,782,028	$	1,839,053	$	1,518,384	$	709,921	$	210,192		$	613,718		$	264,816

(Continued on following page)

A-7

THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES

CONSOLIDATING BALANCE SHEET—DECEMBER 31, 2003

(Stated in Thousands of Dollars)

(Continued)


	Southern Funding		Southern Power		Southern Holdings		Southern Mgt Dev		Southern LINC		Powercall		Southern Telecom		Southern Gas		Deferred Cash Trust		Deferred Stock Trust		Change in Control Trust
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Securities due within one year	$	—	$	200	$	31,179	$	—	$	2,430	$	—	$	—	$	—	$	—	$	—	$	—
Notes payable		194,826		114,347		3,250		850		65,203		—		—		54,000		—		—		—
Accounts payable —
Affiliated		—		51,442		13,680		2,204		2,027		28		330		17,928		—		—		—
Other		—		6,591		7,178		734		6,170		483		742		6,610		—		—		—
Customer deposits		—		—		—		—		682		—		—		—		—		—		—
Accrued taxes —
Income taxes		—		—		34,240		1,140		239		109		18		—		—		—		—
Other		—		1,289		—		4		1,745		—		—		1,668		—		—		—
Accrued interest		96		30,012		22,532		56		1,854		—		—		196		—		—		—
Accrued vacation pay		—		—		—		—		1,383		—		74		—		—		—		—
Accrued compensation		—		—		2,100		51		6,520		—		922		175		—		—		—
Other		—		489		14,549		—		7,772		—		5,112		702		—		—		—

Total current liabilities		194,922		204,370		128,708		5,039		96,025		620		7,198		81,279		—		—		—

Long-term debt (See accompanying statements)		—		1,149,112		781,732		—		3,311		—		—		—		—		—		—

Mandatorily redeemable preferred securities (See accompanying statements)		—		—		555,486		—		—		—		—		—		—		—		—

Deferred Credits and Other Liabilities:
Accumulated deferred income taxes		—		—		384,766		—		29,632		90		—		—		—		—		—
Deferred credits related to income taxes		—		—		—		—		—		—		—		—		—		—		—
Accumulated deferred investment tax credits		—		—		—		—		—		—		—		—		—		—		—
Employee benefit obligations		—		—		1,721		—		6,555		—		188		—		—		—		—
Asset retirement obligations		—		—		—		—		—		—		—		—		—		—		—
Other cost of removal obligations		—		—		—		—		—		—		—		—		—		—		—
Deferred capacity revenues		—		20,712		—		—		15,070		—		38,242		—		—		—		—
Miscelleanous regulatory liabilities		—		—		—		—		—		—		—		—		—		—		—
Other		—		23,615		13,026		2		332		—		—		—		—		—		—

Total deferred credits and other liabilities		—		44,327		399,513		2		51,589		90		38,430		—		—		—		—

Total Liabilities		194,922		1,397,809		1,865,439		5,041		150,925		710		45,628		81,279		—		—		—

Cumulative preferred stock of subsidiaries (See accompanying statements)		—		—		—		—		—		—		—		—		—		—		—

Common stockholders’ equity (See accompanying statements)		10		1,011,476		292,759		19,641		106,175		1,439		15,591		15,520		958		5,613		23,809

Total Liabilities and Stockholders’ Equity	$	194,932	$	2,409,285	$	2,158,198	$	24,682	$	257,100	$	2,149	$	61,219	$	96,799	$	958	$	5,613	$	23,809

¹	Includes Post Retirement Life & Medical Provisions, Supplemental and Other Pension Accruals, Early Retirement Incentive Program Costs and Other Work Force Reduction Costs, and Miscellaneous Post Employment Benefits.

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-8

THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES

CONSOLIDATING STATEMENT OF CAPITALIZATION—DECEMBER 31, 2003

(Stated in Thousands of Dollars)


		Consolidated			Intercompany Eliminations and Transfers Add (Deduct)			Southern		Alabama			Georgia			Gulf			Mississippi			Savannah		SEGCO			SCS		Southern Nuclear
Long-Term Debt of Subsidiaries:
First mortgage bonds —

Maturity	Interest Rates

2006	6.50% to 6.90%		45,000			—			—		—			—			25,000			—			20,000		—			—		—
2025 through 2026	6.50% to 6.88%		60,000			—			—		—			—			30,000			30,000			—		—			—		—

Total first mortgage bonds			105,000			—			—		—			—			55,000			30,000			20,000		—			—		—

Long-term senior notes and debt —

Maturity	Interest Rates

2004	4.88% to 7.25%		580,176			—			—		525,000			—			50,000			—			—		—			1,512		—
2005	5.49% to 9.85%		378,683			—			—		225,000			150,000			—			—			—		—					—
2006	1.60% to 6.20%		678,961			—			—		520,000			150,000			—			—			—		—			—		—
2007	4.88% to 7.13%		904,919			—			—		200,000			300,000			—			—			—		—			—		—
2008	3.13% to 6.55%		457,870			—			—		410,000									—			45,000		—					—
2009 through 2039	4.35% to 8.12%		4,285,666			—			—		1,275,000			1,100,000			300,000			90,000			115,000		50,000			40,000		—
Adjustable rates:
2004	1.27% to 2.44%		88,977			—			—		—			—			—			80,000			—		—			—		—
2005	1.25% to 2.44%		491,590			—			—		—			300,000			—			—			20,000		—			—		—
2006	1.37%		195,000			—			—		195,000			—			—			—			—		—			—		—
2007	2.57% to 4.13%		71,724			—			24,230		—			—			—			—			—		—			787		—
Long-term notes payable to affiliates			—			(974,045	)		974,045		—			—			—			—			—		—			—		—

Total long-term senior notes and debt			8,133,566			(974,045	)		998,275		3,350,000			2,000,000			350,000			170,000			180,000		50,000			42,299		—

Other long-term debt —
Pollution control revenue bonds —

Maturity	Interest Rates

Collateralized:
2006	5.25%		12,075			—			—		—			—			12,075			—			—		—			—		—
2024	5.50%		24,400			—			—		24,400			—			—			—			—		—			—		—
Variable rates (at 1/1/04):	1.27% to 1.33%		89,800			—			—		89,800			—			—			—			—		—			—		—
2015 through 2017
Non-collateralized:	1.20% to 5.45%		850,060			—			—		—			812,560			13,000			—			—		24,500			—		—
2012 through 2034
Variable rates (at 1/1/04)
2011 through 2038	1.05% to 1.45%		1,564,475			—			—		445,940			873,330			144,555			82,695			17,955		—			—		—

Total other long-term debt			2,540,810			—			—		560,140			1,685,890			169,630			82,695			17,955		24,500			—		—

Capitalized lease obligations			106,504			—			—		1,497			79,286			—			—			5,448		—			16,773		—

Unamortized debt (discount), net			(20,788	)		—			—		(8,470	)		(539	)		(8,803	)		(207	)		—		(196	)		—		—

Total long-term debt (annual interest requirement—$485 million)			10,865,092			(974,045	)		998,275		3,903,167			3,764,637			565,827			282,488			223,403		74,304			59,072		—
Less amount due within one year			701,073			—			—		526,019			2,304			50,000			80,000			910		—			8,031		—
Less amount due within one year
Long-term debt excluding amount due within one year		$	10,164,019		$	(974,045	)	$	998,275	$	3,377,148		$	3,762,333		$	515,827		$	202,488		$	222,493	$	74,304		$	51,041	$	—

(Continued on following page)

A-9

THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES

CONSOLIDATING STATEMENT OF CAPITALIZATION — DECEMBER 31, 2003

(Stated in Thousands of Dollars)

(Continued)


																		Deferred		Deferred		Change in
		Southern		Southern		Southern		Southern		Southern				Southern		Southern		Cash		Stock		Control
		Funding		Power		Holdings		Mgt Dev		LINC		Powercall		Telecom		Gas		Trust		Trust		Trust
Long-Term Debt of Subsidiaries:
First mortgage bonds —
Maturity	Interest Rates
2006	6.50% to 6.90%		—	—			—		—		—		—		—		—		—		—		—
2025 through 2026	6.50% to 6.88%		—	—			—		—		—		—		—		—		—		—		—

Total first mortgage bonds			—	—			—		—		—		—		—		—		—		—		—

Long-term senior notes and debt —
Maturity	Interest Rates
2004	4.88% to 7.25%		—	—			3,664		—		—		—		—		—		—		—		—
2005	5.49% to 9.85%		—	—			3,683		—		—		—		—		—		—		—		—
2006	1.60% to 6.20%		—	—			3,535		—		5,426		—		—		—		—		—		—
2007	4.88% to 7.13%		—	1,885			403,034		—		—		—		—		—		—		—		—
2008	3.13% to 6.55%		—				2,870		—				—		—		—		—		—		—
2009 through 2039	4.35% to 8.12%		—	1,150,000			165,351		—		315		—		—		—		—		—		—
Adjustable rates:
2004	1.27% to 2.44%		—	—			8,977		—		—		—		—		—		—		—		—
2005	1.25% to 2.44%		—	—			171,590		—		—		—		—		—		—		—		—
2006	1.37%								—		—		—		—		—		—		—		—
2007	2.57% to 4.13%		—	—			46,707		—		—		—		—		—		—		—		—
Long-term notes payable to affiliates			—	—			—		—		—		—		—		—		—		—		—

Total long-term notes payable			—	1,151,885			809,411		—		5,741		—		—		—		—		—		—

Other long-term debt —
Pollution control revenue bonds —
Maturity	Interest Rates
Collateralized:
2006	5.25%		—	—			—		—		—		—		—		—		—		—		—
2024	5.50%		—	—			—		—		—		—		—		—		—		—		—
Variable rates (at 1/1/04):
due 2015-2017	1.27% to 1.33%		—	—			—		—		—		—		—		—		—		—		—
Non-collateralized
2012 through 2034	1.20% to 5.45%		—	—			—		—		—		—		—		—		—		—		—
Variable rates (at 1/1/04)	1.05% to 1.45%		—
due 2011-2038			—	—			—		—		—		—		—		—		—		—		—

Total other long-term debt			—	—			—		—		—		—		—		—		—				—

Capitalized lease obligations			—	—			3,500		—		—		—		—		—		—		—		—

Unamortized debt (discount), net			—	(2,537	)		—		—		—		—		—		—		—		—		—

Total long-term debt (annual interest
requirement — $485 million)			—	1,149,312			812,911		—		5,741		—		—		—		—		—		—
Less amount due within one year			—	200			31,179		—		2,430		—		—		—		—		—		—

Long-term debt excluding amount due within one year		$	—	1,149,112		$	781,732	$	—	$	3,311	$	—	$	—	$	—	$	—	$	—	$	—

(Continued on following page)

A-10

THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES

CONSOLIDATING STATEMENT OF CAPITALIZATION — DECEMBER 31, 2003

(Stated in Thousands of Dollars)

(Continued)


		Consolidated			Intercompany Eliminations and Transfers Add (Deduct)			Southern			Alabama			Georgia			Gulf			Mississippi			Savannah			SEGCO		SCS			Southern Nuclear
Mandatorily Redeemable Preferred Securities:
$25 liquidation value —
Maturity 2028 through 2042	Interest Rates 6.85% to 7.375%		944,500			—			—			—			640,000			30,000			35,000			40,000			—		—			—
$1,000 liquidation value —
Maturity 2027 through 2042	Interest Rates 4.75% to 8.19%		995,986			—			—			300,000			300,000			40,000			—			—			—		—			—

Total mandatorily redeemable preferred securities (annual distribution requirement-$182 million)			1,940,486			—			—			300,000			940,000			70,000			35,000			40,000			—		—			—
Less amount due within one year			40,000			—			—			—			—			—			—			40,000			—		—			—

Mandatorily redeemable preferred securities			1,900,486			—			—			300,000			940,000			70,000			35,000			—			—		—			—

Cumulative Preferred Stock of Subsidiaries:
$100 par or stated value —
4.20% to 7.00%			98,126			—			—			47,512			14,569			4,236			31,809			—			—		—			—
$25 par or stated value —
5.20% to 5.83%			200,000			—			—			200,000			—			—			—			—			—		—			—
$100,000 par or stated value —
4.95%			125,000			—			—			125,000			—			—			—			—			—		—			—

Total cumulative preferred stock of subsidiaries			423,126			—			—			372,512			14,569			4,236			31,809			—			—		—			—

Common Stockholders’ Equity:
Common stock, par value $5 per share —
Authorized—1 billion shares
Issued: 735 million shares
Treasury: 0.2 million shares
Par value			3,675,106			(765,301	)		3,675,106			290,000			344,250			38,060			37,691			54,223			328		725			10
Paid-in capital			746,080			(6,307,892	)		744,663			1,927,068			2,208,538			364,864			292,841			24,417			33,520		150			25,633
Treasury, at cost			(4,066	)		(4,066	)		—			—						—			—			—			—		—			—
Retained earnings			5,343,471			(3,919,169	)		5,343,533			1,291,559			2,010,297			161,208			203,419			109,856			29,638					—
Accumulated other comprehensive income (loss)			(113,005	)		—			(2,446	)		(7,967	)		(22,874	)		(2,774	)		(1,462	)		(2,204	)		—		(19,800	)		(1,047	)

Total common stockholders’ equity			9,647,586			(10,996,428	)		9,760,856			3,500,660			4,540,211			561,358			532,489			186,292			63,486		(18,925	)		24,596

Total Capitalization		$	22,135,217		$	(11,970,473	)	$	10,759,131		$	7,550,320		$	9,257,113		$	1,151,421		$	801,786		$	408,785		$	137,790	$	32,116		$	24,596

(Continued on following page)

A-11

THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES

CONSOLIDATING STATEMENT OF CAPITALIZATION—DECEMBER 31, 2003

(Stated in Thousands of Dollars) (Continued)


			Southern Funding		Southern Power			Southern Holdings			Southern Mgt Dev			Southern LINC			Powercall			Southern Telecom		Southern Gas			Deferred Cash Trust		Deferred Stock Trust		Change in Control Trust
Mandatorily Redeemable Preferred Securities:
$25 liquidation value—

	Maturity	Interest Rates
	2028 to 2042	6.85% to 7.375%		—		—			199,500			—			—			—			—		—			—		—		—
$1,000 liquidation value—

	Maturity	Interest Rates
	2027 to 2042	4.75% to 8.19%		—		—			355,986			—			—			—			—		—			—		—		—

Total mandatorily redeemable preferred securities (annual distribution requirement—$182 million)				—		—			555,486			—			—			—			—		—			—		—		—
Less amount due within one year				—		—			—			—			—			—			—		—			—		—		—

Mandatorily redeemable preferred securities				—		—			555,486			—			—			—			—		—			—		—		—

Cumulative Preferred Stock of Subsidiaries:
$100 par or stated value—
4.20% to 7.00%				—		—			—			—			—			—			—		—			—		—		—
$25 par or stated value—
5.20% to 5.83%				—		—			—			—			—			—			—		—			—		—		—
$100,000 par or stated value—
4.95%				—		—			—			—			—			—			—		—			—		—		—

Total cumulative preferred stock of subsidiaries				—		—			—			—			—			—			—		—			—		—		—

Common Stockholders’ Equity:
Common stock, par value $5 per share—
Authorized—1 billion shares
Issued: 735 million shares
Treasury: 0.2 million shares
Par value				—		—			10			1			1			1			1		—			—		—		—
Paid-in capital				10		850,312			289,855			65,510			159,525			15,994			1,952		23,720			854		4,066		20,480
Treasury, at cost				—		—			—			—			—			—			—		—			—		—		—
Retained earnings				—		217,626			2,900			(45,870	)		(53,333	)		(14,556	)		13,638		(11,915	)		96		1,547		2,997
Accumulated other comprehensive income				—		(56,462	)		(6	)		—			(18	)		—			—		3,715			8		—		332

Total common stockholders’ equity				10		1,011,476			292,759			19,641			106,175			1,439			15,591		15,520			958		5,613		23,809

Total Capitalization			$	10	$	2,160,588		$	1,629,977		$	19,641		$	109,486		$	1,439		$	15,591	$	15,520		$	958	$	5,613	$	23,809

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-12

THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES

CONSOLIDATING STATEMENT OF RETAINED EARNINGS

FOR THE YEAR ENDED DECEMBER 31, 2003

(Stated in Thousands of Dollars)


	Consolidated			Intercompany Eliminations and Transfers Add (Deduct)			Southern			Alabama			Georgia			Gulf			Mississippi			Savannah			SEGCO			Southern Power
Balance, December 31, 2002	$	4,874,939		$	(3,611,734	)	$	4,874,939		$	1,250,594		$	1,945,520		$	162,398		$	195,920		$	110,049		$	25,492		$	62,477

ADD:
Net Income After Preferred Dividends		1,473,551			(1,526,761	)		1,473,834			472,810			630,577			69,010			73,499			22,807			6,406			155,149

ADD (DEDUCT):
Dividends on Common Stock of Southern Company		(1,004,225	)		220			(1,004,445	)		—			—			—			—			—			—			—
Dividends on Common Stock of Subsidiary Companies		—			1,217,460			—			(430,200	)		(565,800	)		(70,200	)		(66,000	)		(23,000	)		(2,260	)		—
Other Adjustments to Retained Earnings		(794	)		1,646			(795	)		(1,645	)		—			—			—			—			—			—

Balance, December 31, 2003	$	5,343,471		$	(3,919,169	)	$	5,343,533		$	1,291,559		$	2,010,297		$	161,208		$	203,419		$	109,856		$	29,638		$	217,626


	Southern Holdings			Southern Mgt Dev			Southern LINC			Powercall			Southern Telecom			Southern Gas			Deferred Cash Trust			Deferred Stock Trust			Change in Control Trust
Balance, December 31, 2002	$	(18,214	)	$	(50,517	)	$	(68,830	)	$	(14,521	)	$	3,700		$	4,028		$	77		$	1,273		$	2,288

ADD:
Net Income After Preferred Dividends		81,114			4,647			15,497			(35	)		9,938			(15,943	)		19			274			709

ADD (DEDUCT):
Dividends on Common Stock of Southern Company		—			—			—			—			—			—			—			—			—
Dividends on Common Stock of Subsidiary Companies		(60,000	)		—			—			—			—			—			—			—			—
Other Adjustments to Retained Earnings		—			—			—			—			—			—			—			—			—

Balance, December 31, 2003	$	2,900		$	(45,870	)	$	(53,333	)	$	(14,556	)	$	13,638		$	(11,915	)	$	96		$	1,547		$	2,997

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

THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES

CONSOLIDATING STATEMENT OF PAID IN CAPITAL

FOR THE YEAR ENDED DECEMBER 31, 2003

(Stated in Thousands of Dollars)


	Consolidated		Intercompany Eliminations and Transfers Add (Deduct)			Southern		Alabama			Georgia		Gulf		Mississippi		Savannah		SEGCO		SCS		Southern Nuclear
Balance, December 31, 2002	$	337,670	$	(6,070,659	)	$	336,765	$	1,900,563		$	2,156,080	$	349,781	$	285,606	$	16,776	$	33,500	$	150	$	17,074

ADD (DEDUCT):
Proceeds from issuance of common stock over the par value thereof		407,055		—			407,055		—			—		—		—		—		—		—		—
Contributions & adjustments to capital for the twelve month period		—		(319,438	)		—		26,505			52,458		15,083		7,235		7,641		—		—		8,559
Capital distribution to SOUTHERN for the twelve month period		—		82,334			—		—			—		—		—		—		—		—		—
Other		1,355		(129	)		843		—			—		—		—		—		20		—		—

Balance, December 31, 2003	$	746,080	$	(6,307,892	)	$	744,663	$	1,927,068		$	2,208,538	$	364,864	$	292,841	$	24,417	$	33,520	$	150	$	25,633


	Southern Funding		Southern Power			Southern Holdings		Southern Mgt Dev			Southern LINC		Powercall		Southern Telecom		Southern Gas		Deferred Cash Trust		Deferred Stock Trust		Change In Control Trust
Balance, December 31, 2002	$	10	$	731,230		$	286,414	$	70,500		$	158,235	$	15,994	$	1,650	$	23,700	$	783	$	3,038	$	20,480

ADD (DEDUCT):
Proceeds from issuance of common stock over the par value thereof		—		—			—		—			—		—		—		—		—		—		—
Contributions & adjustments to capital for the twelve month period		—		196,082			3,209		339			1,290		—		302		20		—		715		—
Capital distribution to SOUTHERN for the twelve month period		—		(77,000	)		—		(5,334	)		—		—		—		—		—		—		—
Other		—		—			232		5			—		—		—		—		71		313		—

Balance, December 31, 2003	$	10	$	850,312		$	289,855	$	65,510		$	159,525	$	15,994	$	1,952	$	23,720	$	854	$	4,066	$	20,480

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-14

THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES

CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED DECEMBER 31, 2003

(Stated in Thousands of Dollars)


	Consolidated			Intercompany Eliminations and Transfers Add (Deduct)			All Other Subsidiaries¹		Southern			Alabama			Georgia			Gulf			Mississippi			Savannah
Consolidated Net Income	$	1,473,551		$	(1,526,761	)	$	21,230	$	1,473,834		$	472,810		$	630,577		$	69,010		$	73,499		$	22,807
Other comprehensive income:
Change in additional minimum pension liability, net of tax of $(10,679)		(17,777	)		—			—		—			(3,785	)		(8,138	)		(134	)		(198	)		(533	)
Change in fair value of marketable securities, net of tax of $0		(183	)		—			—		—			—			—			—			—			—
Changes in fair value of qualifying hedges, net of tax of $(2,030)		(16,076	)		—			—		(9,988	)		2,188			(5,550	)		(2,006	)		—			(450	)
Less: Reclassification adjustment for amounts included in net income, net of tax of $1,185		2,901			—			—		11,706			7,047			2,217			100			—			23

Total Other Comprehensive Income		(31,135	)		—			—		1,718			5,450			(11,471	)		(2,040	)		(198	)		(960	)

Consolidated Comprehensive Income	$	1,442,416		$	(1,526,761	)	$	21,230	$	1,475,552		$	478,260		$	619,106		$	66,970		$	73,301		$	21,847



	SCS			Southern Nuclear			Southern Power			Southern Holdings			Southern LINC			Southern Gas			Deferred Cash Trust			Change In Control Trust
Consolidated Net Income	$	—		$	—		$	155,149		$	81,114		$	15,497		$	(15,943	)	$	19		$	709
Other comprehensive income:
Change in additional minimum pension liability, net of tax		(4,811	)		(172	)		—			(2	)		(4	)		—			—			—
Change in fair value of marketable securities, net of tax		—			—			—			—			—			—			(7	)		(176	)
Changes in fair value of qualifying hedges, net of tax		—			—			(12,788	)		—			—			12,518			—			—
Less: Reclassification adjustment for amounts included in net income, net of tax		—			—			3,429			—			—			(21,621	)		—			—

Total Other Comprehensive Income		(4,811	)		(172	)		(9,359	)		(2	)		(4	)		(9,103	)		(7	)		(176	)

Consolidated Comprehensive Income	$	(4,811	)	$	(172	)	$	145,790		$	81,112		$	15,493		$	(25,046	)	$	12		$	533

THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES

CONSOLIDATING STATEMENTS OF ACCUMULATED OTHER COMPREHENSIVE INCOME

FOR THE YEAR ENDED DECEMBER 31, 2003

(Stated in Thousands of Dollars)


	Consolidated			Intercompany Eliminations and Transfers Add (Deduct)		Southern			Alabama			Georgia			Gulf			Mississippi			Savannah
Balance at beginning of period	$	(81,870	)	$	—	$	(4,164	)	$	(13,417	)	$	(11,403	)	$	(734	)	$	(1,264	)	$	(1,244	)
Change in current period		(31,135	)		—		1,718			5,450			(11,471	)		(2,040	)		(198	)		(960	)

Balance at end of period	$	(113,005	)	$	—		(2,446	)	$	(7,967	)	$	(22,874	)	$	(2,774	)	$	(1,462	)	$	(2,204	)



	SCS			Southern Nuclear			Southern Power			Southern Holdings			Southern LINC			Southern Gas			Deferred Cash Trust			Change In Control Trust
Balance at beginning of period	$	(14,989	)	$	(875	)	$	(47,103	)	$	(4	)	$	(14	)	$	12,818		$	15		$	508
Change in current period		(4,811	)		(172	)		(9,359	)		(2	)		(4	)		(9,103	)		(7	)		(176	)

Balance at end of period	$	(19,800	)	$	(1,047	)		(56,462	)	$	(6	)	$	(18	)	$	3,715		$	8		$	332

¹	Consolidating Statement of Comprehensive Income breaks out only consolidated subsidiaries which had other comprehensive income. See Consolidating Statement of Income for details of other subsidiaries net income.

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

Notes to Financial Statements

at December 31, 2003

The notes to the financial statements included in SOUTHERN’s Annual Report on Form 10-K for the year ended December 31, 2003 on pages II-36 through II-61 are herein incorporated by reference as part of exhibit numbers A-1 through A-7 inclusive and are an integral part of the financial statements.

A-16

ALABAMA POWER COMPANY AND SUBSIDIARIES

CONSOLIDATING STATEMENT OF INCOME

FOR THE YEAR ENDED DECEMBER 31, 2003

(in thousands)


	ALABAMA Consolidated			Eliminations			ALABAMA CORPORATE			ALABAMA TRUST II		ALABAMA TRUST III			ALABAMA TRUST IV			ALABAMA TRUST V
Operating Revenues:
Retail sales	$	3,051,463		$	—		$	3,051,463		$	—	$	—		$	—		$	—
Sales for resale —
Non-affiliates		487,456			—			487,456			—		—			—			—
Affiliates		277,287			—			277,287			—		—			—			—
Other revenues		143,955			—			143,955			—		—			—			—

Total operating revenues		3,960,161			—			3,960,161			—		—			—			—

Operating Expenses:
Fuel		1,067,821			—			1,067,821			—		—			—			—
Purchased power —
Non-affiliates		110,885			—			110,885			—		—			—			—
Affiliates		204,353			—			204,353			—		—			—			—
Other operations		611,418			—			611,418			—		—			—			—
Maintenance		309,451			—			309,451			—		—			—			—
Depreciation and amortization		412,919			—			412,919			—		—			—			—
Taxes other than income taxes		228,414			—			228,414			—		—			—			—

Total operating expenses		2,945,261			—			2,945,261			—		—			—			—

Operating Income		1,014,900			—			1,014,900			—		—			—			—
Other Income and (Expense):
Allowance for equity funds used during construction		12,594			—			12,594			—		—			—			—
Interest income		15,220			(16,398	)		15,220			—		39			4,934			11,425
Interest expense, net of amounts capitalized		(214,302	)		16,398			(230,700	)		—		—			—			—
Distributions on mandatorily redeemable preferred securities		(15,255	)		—			—			654		(39	)		(4,787	)		(11,083	)
Other income (expense), net		(31,702	)		—			(31,702	)(A,B)		—		—			—			—

Total other income and (expense)		(233,445	)		—			(234,588	)		654		—			147			342

Earnings Before Income Taxes		781,455			—			780,312			654		—			147			342
Income taxes		290,378			—			290,378			—		—			—			—

Net Income		491,077			—			489,934			654		—			147			342
Dividends on Preferred Stock		18,267			—			18,267			—		—			—			—

Net Income After Dividends on Preferred Stock	$	472,810		$	—		$	471,667		$	654	$	—		$	147		$	342

A-17

ALABAMA POWER COMPANY AND SUBSIDIARIES

CONSOLIDATING STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED DECEMBER 31, 2003

(in thousands)


	ALABAMA Consolidated			Eliminations			ALABAMA CORPORATE			ALABAMA TRUST II			ALABAMA TRUST III		ALABAMA TRUST IV			ALABAMA TRUST V
Operating Activities:
Net income	$	491,077		$	—		$	489,934		$	654		$	—	$	147		$	342
Adjustments to reconcile net income to net cash provided from operating activities—
Depreciation and amortization		467,085			—			467,085			—			—		—			—
Deferred income taxes and investment tax credits, net		153,154			—			153,154			—			—		—			—
Deferred capacity revenues		(9,589	)		—			(9,589	)		—			—		—			—
Pension, postretirement, and other employee benefits		(32,029	)		—			(32,029	)		—			—		—			—
Tax benefit of stock options		8,680			—			8,680			—			—		—			—
Settlement of interest rate hedges		(7,957	)		—			(7,957	)		—			—		—			—
Other, net		11,393			—			11,393			—			—		—			—
Changes in certain current assets and liabilities—
Receivables, net		7,134			489			7,134			—			—		(147	)		(342	)
Fossil fuel stock		(13,251	)		—			(13,251	)		—			—		—			—
Materials and supplies		(4,651	)		—			(4,651	)		—			—		—			—
Other current assets		(953	)		—			(953	)		—			—		—			—
Accounts payable		50,928			—			50,928			—			—		—			—
Accrued taxes		(33,507	)		—			(33,507	)		—			—		—			—
Energy cost recovery, retail		1,195			—			1,195			—			—		—			—
Other current liabilities		29,385			(489	)		29,874			—			—		—			—

Net cash provided from operating activities		1,118,094			—			1,117,440			654			—		—			—

Investing Activities:
Gross property additions		(648,560	)		—			(648,560	)		—			—		—			—
Cost of removal net of salvage		(35,440	)		—			(35,440	)		—			—		—			—
Other		(13,763	)		—			(13,109	)		(654	)		—		—			—

Net cash used for investing activities		(697,763	)		—			(697,109	)		(654	)		—		—			—

Financing Activities:
Decrease in notes payable, net		(36,991	)		—			(36,991	)		—			—		—			—
Proceeds—
Senior notes		1,415,000			—			1,415,000			—			—		—			—
Preferred stock		125,000			—			125,000			—			—		—			—
Common stock		50,000			—			50,000			—			—		—			—
Capital contributions from parent company		17,826			—			17,826			—			—		—			—
Redemptions—
Senior notes		(1,507,000	)		—			(1,507,000	)		—			—		—			—
Other long-term debt		(943	)		—			(943	)		—			—		—			—
Payment of preferred stock dividends		(18,181	)		—			(18,181	)		—			—		—			—
Payment of common stock dividends		(430,200	)		—			(430,200	)		—			—		—			—
Other		(14,775	)		—			(14,775	)		—			—		—			—

Net cash used for financing activities		(400,264	)		—			(400,264	)		—			—		—			—

Net Change in Cash and Cash Equivalents		20,067			—			20,067			—			—		—			—
Cash and Cash Equivalents at Beginning of Period		22,685			—			22,685			—			—		—			—

Cash and Cash Equivalents at End of Period	$	42,752		$	—		$	42,752		$	—		$	—	$	—		$	—

A-18

ALABAMA POWER COMPANY AND SUBSIDIARIES

CONSOLIDATING BALANCE SHEET

FOR THE YEAR ENDED DECEMBER 31, 2003

(in thousands)


	ALABAMA Consolidated			Eliminations			ALABAMA CORPORATE			ALABAMA TRUST II		ALABAMA TRUST III		ALABAMA TRUST IV		ALABAMA TRUST V
Current Assets:
Cash and cash equivalents	$	42,752		$	—		$	42,752		$	—	$	—	$	—	$	—
Receivables —
Customer accounts receivable		240,562			—			240,562			—		—		—		—
Unbilled revenues		95,953			—			95,953			—		—		—		—
Other accounts and notes receivable		53,547			—			53,547			—		—		—		—
Affiliated companies		48,876			(4,232	)		48,876			—		—		1,276		2,956
Accumulated provision for uncollectible accounts		(4,756	)		—			(4,756	)		—		—		—		—
Fossil fuel stock, at average cost		86,993			—			86,993			—		—		—		—
Vacation pay		35,530			—			35,530			—		—		—		—
Materials and supplies, at average cost		211,690			—			211,690			—		—		—		—
Prepaid expenses		44,608			—			44,608			—		—		—		—
Other		19,454			—			19,454			—		—		—		—

Total current assets		875,209			(4,232	)		875,209			—		—		1,276		2,956

Property, Plant, and Equipment:
In service		14,224,117			—			14,224,117			—		—		—		—
Less accumulated provision for depreciation		4,905,920			—			4,905,920			—		—		—		—

		9,318,197			—			9,318,197			—		—		—		—
Nuclear fuel, at amortized cost		93,611			—			93,611			—		—		—		—
Construction work in progress		321,316			—			321,316			—		—		—		—

Total property, plant, and equipment		9,733,124			—			9,733,124			—		—		—		—

Other Property and Investments:
Equity investments in unconsolidated subsidiaries		47,811			(9,406	)		57,217	(C)		—		—		—		—
Nuclear decommissioning trusts, at fair value		384,574			—			384,574			—		—		—		—
Other		16,992			(309,279	)		16,992			—		—		103,093		206,186

Total other property and investments		449,377			(318,685	)		458,783			—		—		103,093		206,186

Deferred Charges and Other Assets:
Deferred charges related to income taxes		321,077			—			321,077			—		—		—		—
Prepaid pension costs		446,256			—			446,256			—		—		—		—
Unamortized loss on reacquired debt		110,946			—			110,946			—		—		—		—
Department of Energy assessments		13,092			—			13,092			—		—		—		—
Other		121,543			—			121,543			—		—		—		—

Total deferred charges and other assets		1,012,914			—			1,012,914			—		—		—		—

Total Assets	$	12,070,624		$	(322,917	)	$	12,080,030		$	—	$	—	$	104,369	$	209,142

A-19

ALABAMA POWER COMPANY AND SUBSIDIARIES

CONSOLIDATING BALANCE SHEET

FOR THE YEAR ENDED DECEMBER 31, 2003

(in thousands)


	ALABAMA Consolidated		Eliminations			ALABAMA CORPORATE		ALABAMA TRUST II		ALABAMA TRUST III		ALABAMA TRUST IV		ALABAMA TRUST V
Current Liabilities:
Securities due within one year	$	526,019	$	—		$	526,019	$	—	$	—	$	—	$	—
Accounts payable—
Affiliated		135,017		—			135,017		—		—		—		—
Other		162,314		—			162,314		—		—		—		—
Customer deposits		47,507		—			47,507		—		—		—		—
Accrued taxes—				—					—		—		—		—
Income taxes		83,544		—			83,544		—		—		—		—
Other		22,273		—			22,273		—		—		—		—
Accrued interest		46,489		(4,232	)		46,616		—		—		1,238		2,867
Accrued vacation pay		35,530		—			35,530		—		—		—		—
Accrued compensation		75,620		—			75,620		—		—		—		—
Other		34,513		—			34,513		—		—		—		—

Total current liabilities		1,168,826		(4,232	)		1,168,953		—		—		1,238		2,867

Long-term debt		3,377,148		(309,279	)		3,686,427		—		—		—		—

Mandatorily redeemable preferred securities		300,000		—			—		—		—		100,000		200,000

Deferred Credits and Other Liabilities:
Accumulated deferred income taxes		1,571,076		—			1,571,076		—		—		—		—
Deferred credits related to income taxes		162,168		—			162,168		—		—		—		—
Accumulated deferred investment tax credits		216,309		—			216,309		—		—		—		—
Employee benefit obligations		180,960		—			180,960		—		—		—		—
Deferred capacity revenues		36,567		—			36,567		—		—		—		—
Asset retirement obligations		358,759		—			358,759		—		—		—		—
Asset retirement obligation regulatory liability		127,346		—			127,346		—		—		—		—
Other cost of removal obligations		574,445		—			574,445		—		—		—		—
Miscellaneous regulatory liabilities		86,323		—			86,323		—		—		—		—
Other		37,525		—			37,525		—		—		—		—

Total deferred credits and other liabilities		3,351,478		—			3,351,478		—		—		—		—

Total liabilities		8,197,452		(313,511	)		8,206,858		—		—		101,238		202,867

Cumulative preferred stock		372,512		—			372,512		—		—		—		—

Common stockholder’s equity		3,500,660		(9,406	)		3,500,660		—		—		3,131		6,275

Total Liabilities and Stockholder’s Equity	$	12,070,624	$	(322,917	)	$	12,080,030	$	—	$	—	$	104,369	$	209,142

A-20

Notes to ALABAMA’s Consolidating

Financial Statements

(A)	Represents equity in earnings of SEGCO, a subsidiary in which ALABAMA has 50% ownership, which is accounted for on the equity basis. See pages A-1 through A-15 for SEGCO’s financial statements consolidated for SOUTHERN.

(B)	Includes $153,550 in losses of Alabama Property Company, a non-consolidated subsidiary, which is accounted for on the equity basis. See pages A-22 through A-23 for Alabama Property Company’s financial statements.

(C)	Includes ALABAMA’s investment in SEGCO of $31,740,466 and investment in Alabama Property Company of $10,060,787.

A-21

ALABAMA PROPERTY COMPANY

STATEMENT OF INCOME

FOR THE YEAR ENDED DECEMBER 31, 2003

(Unaudited; Not Consolidated in Parent, ALABAMA)


REVENUES:
Rentals	$	154,021
Interest on securities owned		82,672

Total Revenues		236,694

COSTS AND EXPENSES:
Operating expenses		457,245
Taxes other than income taxes		121,277
Income taxes		(188,279	)

Total Costs and Expenses		390,244

NET INCOME	$	(153,550	)

ALABAMA PROPERTY COMPANY

STATEMENT OF RETAINED EARNINGS

FOR THE YEAR ENDED DECEMBER 31, 2003

(Unaudited; Not Consolidated in Parent, ALABAMA)


RETAINED EARNINGS AT DECEMBER 31, 2002	$	9,750,470
Net income		(153,550	)

RETAINED EARNINGS AT DECEMBER 31, 2003	$	9,596,920

A-22

ALABAMA PROPERTY COMPANY

BALANCE SHEET AT DECEMBER 31, 2003

(Unaudited; Not Consolidated in Parent, ALABAMA)

ASSETS


CURRENT ASSETS:
Cash	$	28,523
Temporary cash investments		6,011,912
Accounts receivable
Other		2,500
Associated Companies		60,971

Total current assets		6,103,906
PROPERTY AND MINERAL RIGHTS HELD FOR FUTURE DEVELOPMENT		3,933,813

Total Assets	$	10,037,719


LIABILITIES AND CAPITALIZATION

CURRENT LIABILITIES:
Accounts payable to associated companies	$	18,089
Accrued income taxes		(41,157	)

Total current liabilities		(23,068	)

SHAREHOLDER’S INVESTMENT:
Common stock, $150 par value; 1,000 shares authorized, issued and outstanding		150,000
Additional paid-in capital		313,867
Retained earnings		9,596,920

Total shareholder’s investment		10,060,787

Total Liabilities and Capitalization	$	10,037,719

A-23

GEORGIA POWER COMPANY AND SUBSIDIARIES

CONSOLIDATING STATEMENT OF INCOME

FOR THE YEAR ENDED DECEMBER 31, 2003

(in thousands)


	GEORGIA Consolidated			Eliminations			GEORGIA CORPORATE			PIEDMONT			GEORGIA TRUST IV			GEORGIA TRUST V			GEORGIA TRUST VI
Operating Revenues:
Retail sales	$	4,309,972		$	—		$	4,309,972		$	—		$	—		$	—		$	—
Sales for resale—
Non-affiliates		259,376			—			259,376			—			—			—			—
Affiliates		174,855			—			174,855			—			—			—			—
Other revenues		169,304			(967	)		169,304			967			—			—			—

Total operating revenues		4,913,507			(967	)		4,913,507			967			—			—			—

Operating Expenses:
Fuel		1,103,963			—			1,103,963			—			—			—			—
Purchased power—
Non-affiliates		258,621			—			258,621			—			—			—			—
Affiliates		516,944			—			516,944			—			—			—			—
Other operations		827,972			(967	)		828,939			—			—			—			—
Maintenance		419,206			—			419,206			—			—			—			—
Depreciation and amortization		349,984						349,984			—			—			—			—
Taxes other than income taxes		212,827			—			212,581			246			—			—			—

Total operating expenses		3,689,517			(967	)		3,690,238			246			—			—			—

Operating Income		1,223,990			—			1,223,269			721			—			—			—
Other Income and (Expense):
Allowance for equity funds used during construction		10,752			—			10,752			—			—			—			—
Interest income		15,625			(62,283	)		15,625			762			14,124			32,320			15,077
Interest expense, net of amounts capitalized		(182,583	)		62,283			(244,576	)		(290	)		—			—			—
Distributions on mandatorily redeemable preferred securities		(59,675	)		—			—			—			(13,700	)		(31,350	)		(14,625	)
Other income (expense), net		(10,551	)		—			(10,551	)(A)		—			—			—			—

Total other income and (expense)		(226,432	)		—			(228,750	)		472			424			970			452

Earnings Before Income Taxes		997,558			—			994,519			1,193			424			970			452
Income taxes		366,311			—			365,850			461			—			—			—

Net Income		631,247			—			628,669			732			424			970			452
Dividends on Preferred Stock		670			—			670			—			—			—			—

Net Income After Dividends on Preferred Stock	$	630,577		$	—		$	627,999		$	732		$	424		$	970		$	452

A-24

GEORGIA POWER COMPANY AND SUBSIDIARIES

CONSOLIDATING STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED DECEMBER 31, 2003

(in thousands)


	GEORGIA Consolidated			Eliminations			GEORGIA CORPORATE			PIEDMONT			GEORGIA TRUST IV			GEORGIA TRUST V			GEORGIA TRUST VI
Operating Activities:
Net income	$	631,247		$	—		$	628,669		$	732		$	424		$	970		$	452

Adjustments to reconcile net income to net cash provided from operating activities—
Depreciation and amortization		390,201			—			390,201			—			—			—			—
Deferred income taxes and investment tax credits, net		230,221			—			230,221			—			—			—			—
Pension, postretirement, and other employee benefits		(29,118	)		—			(29,118	)		—			—			—			—
Tax benefit of stock options		11,649			—			11,649			—			—			—			—
Settlement of interest rate hedges		(11,250	)		—			(11,250	)		—			—			—			—
Other, net		2,768			—			2,768			—			—			—			—
Changes in certain current assets and liabilities—
Receivables, net		(4,870	)		2,578			(5,399	)		—			(424	)		(970	)		(655	)
Fossil fuel stock		(17,490	)		—			(17,490	)		—			—			—			—
Materials and supplies		(7,677	)		—			(7,677	)		—			—			—			—
Other current assets		(2,352	)		—			(2,352	)		—			—			—			—
Accounts payable		(49,598	)		(2,578	)		(47,223	)		—			—			—			203
Accrued taxes		52,348			—			52,131			217			—			—			—
Other current liabilities		16,734			—			16,734			—			—			—			—

Net cash provided from operating activities		1,212,813			—			1,211,864			949			—			—			—

Investing Activities:
Gross property additions		(742,810	)		—			(742,810	)		—			—			—			—
Cost of removal net of salvage		(28,265	)		—			(28,265	)		—			—			—			—
Change in construction payables, net of joint owner portion		(32,223	)		—			(32,223	)		—			—			—			—
Other		15,961			—			15,762			199			—			—			—

Net cash used for investing activities		(787,337	)		—			(787,536	)		199			—			—			—

Financing Activities:
Decrease in notes payable, net		(220,400	)		—			(220,400	)		—			—			—			—
Proceeds—
Senior notes		1,000,000			—			1,000,000			—			—			—			—
Capital contributions from parent company		40,809			—			40,809			—			—			—			—
Redemptions—
Senior notes		(665,000	)		—			(665,000	)		—			—			—			—
Other long-term debt		—						309			(309	)
Payment of preferred stock dividends		(696	)		—			(696	)		—			—			—			—
Payment of common stock dividends		(565,800	)		—			(565,800	)		—			—			—			—
Other		(22,563	)		—			(21,724	)		(839	)		—			—			—

Net cash used for financing activities		(433,650	)		—			(432,502	)		(1,148	)		—			—			—

Net Change in Cash and Cash Equivalents		(8,174	)		—			(8,174	)		—			—			—			—
Cash and Cash Equivalents at Beginning of Period		16,873			—			16,873			—			—			—			—

Cash and Cash Equivalents at End of Period	$	8,699		$	—		$	8,699		$	—		$	—		$	—		$	—

A-25

GEORGIA POWER COMPANY AND SUBSIDIARIES

CONSOLIDATING BALANCE SHEET

FOR THE YEAR ENDED DECEMBER 31, 2003

(in thousands)


	GEORGIA Consolidated			Eliminations			GEORGIA CORPORATE			PIEDMONT		GEORGIA TRUST IV		GEORGIA TRUST V		GEORGIA TRUST VI
Current Assets:
Cash and cash equivalents	$	8,699		$	—		$	8,699		$	—	$	—	$	—	$	—
Receivables—
Customer accounts receivable		261,771			—			261,771			—		—		—		—
Unbilled revenues		117,327			—			117,327			—		—		—		—
Under recovered regulatory clause revenues		151,447			—			151,447			—		—		—		—
Other accounts and notes receivable		101,783			(6,493	)		101,783			—		2,055		1,479		2,959
Affiliated companies		52,413			—			52,413			—		—		—		—
Accumulated provision for uncollectible accounts		(5,350	)		—			(5,350	)		—		—		—		—
Fossil fuel stock, at average cost		137,537			—			137,537			—		—		—		—
Materials and supplies, at average cost		271,040			—			271,040			—		—		—		—
Vacation pay		50,150			—			50,150			—		—		—		—
Prepaid expenses		46,157			—			46,157			—		—		—		—
Other		83			—			83			—		—		—		—

Total current assets		1,193,057			(6,493	)		1,193,057			—		2,055		1,479		2,959

Property, Plant, and Equipment:
In service		18,171,862			—			18,154,519			17,343		—		—		—
Less accumulated provision for depreciation		6,898,725			—			6,898,725			—		—		—		—

		11,273,137			—			11,255,794			17,343		—		—		—
Nuclear fuel, at amortized cost		129,056			—			129,056			—		—		—		—
Construction work in progress		341,783			—			341,783			—		—		—		—

Total property, plant, and equipment		11,743,976			—			11,726,633			17,343		—		—		—

Other Property and Investments:
Equity investments in unconsolidated subsidiaries		38,714			(49,567	)		88,281	(B)		—		—		—		—
Nuclear decommissioning trusts, at fair value		423,319			—			423,319			—		—		—		—
Other		37,142			(969,073	)		37,142			—		206,186		453,608		309,279

Total other property and investments		499,175			(1,018,640	)		548,742			—		206,186		453,608		309,279

Deferred Charges and Other Assets:
Deferred charges related to income taxes		509,887			—			509,277			610		—		—		—
Prepaid pension costs		405,164			—			405,164			—		—		—		—
Unamortized debt issuance expense		75,245			—			75,245			—		—		—		—
Unamortized loss on reacquired debt		177,707			—			177,707			—		—		—		—
Other		177,817			—			177,817			—		—		—		—

Total deferred charges and other assets		1,345,820			—			1,345,210			610		—		—		—

Total Assets	$	14,782,028		$	(1,025,133	)	$	14,813,642		$	17,953	$	208,241	$	455,087	$	312,238

A-26

GEORGIA POWER COMPANY AND SUBSIDIARIES

CONSOLIDATING BALANCE SHEET

FOR THE YEAR ENDED DECEMBER 31, 2003

(in thousands)


	GEORGIA Consolidated		Eliminations			GEORGIA CORPORATE		PIEDMONT		GEORGIA TRUST IV		GEORGIA TRUST V		GEORGIA TRUST VI
Current Liabilities:
Securities due within one year	$	2,304	$	—		$	2,304	$	—	$	—	$	—	$	—
Notes payable		137,277		—			137,277		—		—		—		—
Accounts payable—
Affiliated		121,928		—			121,928		—		—		—		—
Other		238,069		—			238,069		—		—		—		—
Customer deposits		103,756		—			103,756		—		—		—		—
Accrued taxes—
Income taxes		107,532		—			106,018		1,514		—		—		—
Other		166,892		—			166,892		—		—		—		—
Accrued interest		70,844		(6,493	)		74,899		—		—		—		2,438
Accrued vacation pay		38,206		—			38,206		—		—		—		—
Accrued compensation		134,004		—			134,004		—		—		—		—
Other		105,234		—			105,234		—		—		—		—

Total current liabilities		1,226,046		(6,493	)		1,228,587		1,514		—		—		2,438

Long-term debt		3,762,333		(980,152	)		4,731,406		11,079		—		—		—

Mandatorily redeemable preferred securities		940,000		—			—		—		200,000		440,000		300,000

Deferred Credits and Other Liabilities:
Accumulated deferred income taxes		2,303,085		—			2,303,085		—		—		—		—
Deferred credits related to income taxes		186,625		—			186,625		—		—		—		—
Accumulated deferred investment tax credits		312,506		—			312,506		—		—		—		—
Employee benefit obligations		295,788		—			295,788		—		—		—		—
Asset retirement obligations		475,585		—			475,585		—		—		—		—
Other cost of removal obligations		412,161		—			412,161		—		—		—		—
Miscellaneous regulatory liabilities		249,687		—			249,687		—		—		—		—
Other		63,432		—			63,432		—		—		—		—

Total deferred credits and other liabilities		4,298,869		—			4,298,869		—		—		—		—

Total liabilities		10,227,248		(986,645	)		10,258,862		12,593		200,000		440,000		302,438

Preferred stock		14,569		—			14,569		—		—		—		—

Common stockholder’s equity		4,540,211		(38,488	)		4,540,211		5,360		8,241		15,087		9,800

Total Liabilities and Stockholder’s Equity	$	14,782,028	$	(1,025,133	)	$	14,813,642	$	17,953	$	208,241	$	455,087	$	312,238

A-27

Notes to GEORGIA’s Consolidating

Financial Statements

(A)	Includes $3,202,001 equity in earnings for SEGCO, a subsidiary in which GEORGIA has 50% ownership. SEGCO is accounted for on the equity basis. See pages A-1 through A-15 for SEGCO’s financial statements consolidated for SOUTHERN.

(B)	Includes $31,684,625 of investments in SEGCO.

A-28

GULF POWER COMPANY AND SUBSIDIARIES

CONSOLIDATING STATEMENT OF INCOME

FOR THE YEAR ENDED DECEMBER 31, 2003

(in thousands)


	GULF Consolidated			Eliminations			GULF CORPORATE			GULF TRUST I			GULF TRUST II			GULF TRUST III			GULF TRUST IV
Operating Revenues:
Retail sales	$	699,174		$	—		$	699,174		$	—		$	—		$	—		$	—
Sales for resale—
Non-affiliates		76,767			—			76,767			—			—			—			—
Affiliates		63,268			—			63,268			—			—			—			—
Other revenues		38,488			—			38,488			—			—			—			—

Total operating revenues		877,697			—			877,697			—			—			—			—

Operating Expenses:
Fuel		316,503			—			316,503			—			—			—			—
Purchased power—
Non-affiliates		17,137			—			17,137			—			—			—			—
Affiliates		33,020			—			33,020			—			—			—			—
Other operations		140,166			—			140,166			—			—			—			—
Maintenance		70,534			—			70,534			—			—			—			—
Depreciation and amortization		82,322			—			82,322			—			—			—			—
Taxes other than income taxes		66,115			—			66,115			—			—			—			—

Total operating expenses		725,797			—			725,797			—			—			—			—

Operating Income		151,900			—			151,900			—			—			—			—
Other Income and (Expense):
Allowance for equity funds used during construction		712			—			712			—			—			—			—
Interest income		888			(7,301	)		888			127			2,584			2,281			2,309
Interest expense, net of amounts capitalized		(31,069	)		7,301			(38,370	)		—			—			—			—
Distributions on mandatorily redeemable preferred securities		(7,085	)		—			—			(127	)		(2,584	)		(2,214	)		(2,160	)
Other income (expense), net		(5,242	)		—			(5,242	)		—			—			—			—

Total other income and (expense)		(41,796	)		—			(42,012	)		—			—			67			149

Earnings Before Income Taxes		110,104			—			109,888			—			—			67			149
Income taxes		40,877			—			40,877			—			—			—			—

Net Income		69,227			—			69,011			—			—			67			149
Dividends on Preferred Stock		217			—			217			—			—			—			—

Net Income After Dividends on Preferred Stock	$	69,010		$	—		$	68,794		$	—		$	—		$	67		$	149

A-29

GULF POWER COMPANY AND SUBSIDIARIES

CONSOLIDATING STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED DECEMBER 31, 2003

(in thousands)


	GULF Consolidated			Eliminations			GULF CORPORATE			GULF TRUST I			GULF TRUST II			GULF TRUST III			GULF TRUST IV
Operating Activities:
Net income	$	69,227		$	—		$	69,011		$	—		$	—		$	67		$	149
Adjustments to reconcile net income to net cash provided from operating activities —
Depreciation and amortization		87,949			—			87,949			—			—			—			—
Deferred income taxes		2,303			—			2,303			—			—			—			—
Pension, postretirement, and other employee benefits		(717	)		—			(717	)		—			—			—			—
Tax benefit of stock options		1,768			—			1,768			—			—			—			—
Settlement of interest rate hedge		(3,266	)		—			(3,266	)		—			—			—			—
Other, net		6,829			—			6,829			—			—			—			—
Changes in certain current assets and liabilities —
Receivables, net		8,223			75			8,223			—			—			—			(75	)
Fossil fuel stock		1,837			—			1,837			—			—			—			—
Materials and supplies		(1,091	)		—			(1,091	)		—			—			—			—
Other current assets		12,207			—			12,207			—			—			—			—
Accounts payable		(1,105	)		—			(1,105	)		—			—			—			—
Accrued taxes		(549	)		—			(549	)		—			—			—			—
Other current liabilities		7,576			(75	)		7,578			—			—			—			73

Net cash provided from operating activities		191,191			—			190,977			—			—			67			147

Investing Activities:
Gross property additions		(99,284	)		—			(99,284	)		—			—			—			—
Cost of removal net of salvage		(7,881	)		—			(7,881	)		—			—			—			—
Other		(4,440	)		(87,629	)		(1,597	)		40,000			45,000			(67	)		(147	)

Net cash used for investing activities		(111,605	)		(87,629	)		(108,762	)		40,000			45,000			(67	)		(147	)

Financing Activities:
Increase in notes payable, net		9,187			—			9,187			—			—			—			—
Proceeds —
Pollution control bonds		61,625			—			61,625			—			—			—			—
Senior notes		225,000			—			225,000			—			—			—			—
Capital contributions from parent company		13,315			—			13,315			—			—			—			—
Redemptions —
Pollution control bonds		(61,625	)		—			(61,625	)		—			—			—			—
Senior notes		(151,757	)		—			(151,757	)		—			—			—			—
Other long-term debt		(20,000	)		87,629			(107,629	)		—			—			—			—
Mandatorily redeemable preferred securities		(85,000	)		—			—			(40,000	)		(45,000	)		—			—
Payment of preferred stock dividends		(217	)		—			(217	)		—			—			—			—
Payment of common stock dividends		(70,200	)		—			(70,200	)		—			—			—			—
Other		(10,644	)		—			(10,644	)		—			—			—			—

Net cash provided from (used for) financing activities		(90,316	)		87,629			(92,945	)		(40,000	)		(45,000	)		—			—

Net Change in Cash and Cash Equivalents		(10,730	)		—			(10,730	)		—			—			—			—
Cash and Cash Equivalents at Beginning of Period		13,278			—			13,278			—			—			—			—

Cash and Cash Equivalents at End of Period	$	2,548		$	—		$	2,548		$	—		$	—		$	—		$	—

A-30

GULF POWER COMPANY AND SUBSIDIARIES

CONSOLIDATING BALANCE SHEET

FOR THE YEAR ENDED DECEMBER 31, 2003

(in thousands)


	GULF Consolidated			Eliminations			GULF CORPORATE			GULF TRUST I		GULF TRUST II		GULF TRUST III		GULF TRUST IV
Current Assets:
Cash and cash equivalents	$	2,548		$	—		$	2,548		$	—	$	—	$	—	$	—
Receivables —
Customer accounts receivable		44,001			—			44,001			—		—		—		—
Unbilled revenues		31,548			—			31,548			—		—		—		—
Under recovered regulatory clause revenues		21,812			—			21,812			—		—		—		—
Other accounts and notes receivable		6,179			(187	)		6,179			—		—		—		187
Affiliated companies		9,826			—			9,826			—		—		—		—
Accumulated provision for uncollectible accounts		(947	)		—			(947	)		—		—		—		—
Fossil fuel stock, at average cost		35,354			—			35,354			—		—		—		—
Materials and supplies, at average cost		35,930			—			35,930			—		—		—		—
Prepaid income taxes		4			—			4			—		—		—		—
Prepaid expenses		6,310			—			6,310			—		—		—		—
Vacation pay		5,254			—			5,254			—		—		—		—
Other		4,981			—			4,981			—		—		—		—

Total current assets		202,800			(187	)		202,800			—		—		—		187

Property, Plant, and Equipment:
In service		2,306,959			—			2,306,959			—		—		—		—
Less accumulated provision for depreciation		847,519			—			847,519			—		—		—		—

		1,459,440			—			1,459,440			—		—		—		—
Construction work in progress		49,438			—			49,438			—		—		—		—

Total property, plant, and equipment		1,508,878			—			1,508,878			—		—		—		—

Other property and investments		12,597			(74,332	)		14,763			—		—		30,928		41,238

Deferred Charges and Other Assets:
Deferred charges related to income taxes		18,263			—			18,263			—		—		—		—
Prepaid pension costs		42,014			—			42,014			—		—		—		—
Unamortized debt issuance expense		6,877			—			6,877			—		—		—		—
Unamortized loss on reacquired debt		19,389			—			19,389			—		—		—		—
Other		28,235			—			28,235			—		—		—		—

Total deferred charges and other assets		114,778			—			114,778			—		—		—		—

Total Assets	$	1,839,053		$	(74,519	)	$	1,841,219		$	—	$	—	$	30,928	$	41,425

A-31

GULF POWER COMPANY AND SUBSIDIARIES

CONSOLIDATING BALANCE SHEET

FOR THE YEAR ENDED DECEMBER 31, 2003

(in thousands)


	GULF Consolidated		Eliminations			GULF CORPORATE		GULF TRUST I		GULF TRUST II		GULF TRUST III		GULF TRUST IV
Current Liabilities:
Securities due within one year	$	50,000	$	—		$	50,000	$	—	$	—	$	—	$	—
Notes payable		37,666		—			37,666		—		—		—		—
Accounts payable —
Affiliated		26,945		—			26,945		—		—		—		—
Other		21,952		—			21,952		—		—		—		—
Customer deposits		18,271		—			18,271		—		—		—		—
Accrued taxes —
Income taxes		6,405		—			6,405		—		—		—		—
Other		8,621		—			8,621		—		—		—		—
Accrued interest		8,077		(187	)		8,077		—		—		—		187
Accrued vacation pay		5,254		—			5,254		—		—		—		—
Accrued compensation		13,456		—			13,456		—		—		—		—
Other		9,694		—			9,694		—		—		—		—

Total current liabilities		206,341		(187	)		206,341		—		—		—		187

Long-term debt		515,827		(72,166	)		587,993		—		—		—		—

Mandatorily redeemable preferred securities		70,000		—			—		—		—		30,000		40,000

Deferred Credits and Other Liabilities:
Accumulated deferred income taxes		175,685		—			175,685		—		—		—		—
Deferred credits related to income taxes		26,545		—			26,545		—		—		—		—
Accumulated deferred investment tax credits		20,451		—			20,451		—		—		—		—
Employee benefit obligations		52,395		—			52,395		—		—		—		—
Other cost of removal obligations		151,229		—			151,229		—		—		—		—
Miscellaneous regulatory liabilities		27,903		—			27,903		—		—		—		—
Other		27,083		—			27,083		—		—		—		—

Total deferred credits and other liabilities		481,291		—			481,291		—		—		—		—

Total liabilities		1,273,459		(72,353	)		1,275,625		—		—		30,000		40,187

Preferred stock		4,236		—			4,236		—		—		—		—

Common stockholder's equity		561,358		(2,166	)		561,358		—		—		928		1,238

Total Liabilities and Stockholder's Equity	$	1,839,053	$	(74,519	)	$	1,841,219	$	—	$	—	$	30,928	$	41,425

A-32

MISSISSIPPI POWER COMPANY AND SUBSIDIARIES

CONSOLIDATING STATEMENT OF INCOME

FOR THE YEAR ENDED DECEMBER 31, 2003

(in thousands)


	MISSISSIPPI Consolidated			Eliminations			MISSISSIPPI CORPORATE			MISSISSIPPI TRUST II
Operating Revenues:
Retail sales	$	516,301		$	—		$	516,301		$	—
Sales for resale —
Non-affiliates		249,986			—			249,986			—
Affiliates		26,723			—			26,723			—
Contract termination		62,111			—			62,111			—
Other revenues		14,803			—			14,803			—

Total operating revenues		869,924			—			869,924			—

Operating Expenses:
Fuel		229,251			—			229,251			—
Purchased power —
Non-affiliates		18,523			—			18,523			—
Affiliates		74,674			—			74,674			—
Other operations —
Plant Daniel capacity		60,300			—			60,300			—
Other		169,775			—			169,775			—
Maintenance		70,043			—			70,043			—
Depreciation and amortization		55,700			—			55,700			—
Taxes other than income taxes		53,991			—			53,991			—

Total operating expenses		732,257			—			732,257			—

Operating Income		137,667			—			137,667			—
Other Income and (Expense):
Interest income		617			(2,598	)		617			2,598
Interest expense		(14,369	)		2,598			(16,967	)		—
Distributions on mandatorily redeemable preferred securities		(2,520	)		—			—			(2,520	)
Other income (expense), net		(568	)		—			(568	)		—

Total other income and (expense)		(16,840	)		—			(16,918	)		78

Earnings Before Income Taxes		120,827			—			120,749			78
Income taxes		45,315			—			45,315			—

Net Income		75,512			—			75,434			78
Dividends on Preferred Stock		2,013			—			2,013			—

Net Income After Dividends on Preferred Stock	$	73,499		$	—		$	73,421		$	78

A-33

MISSISSIPPI POWER COMPANY AND SUBSIDIARIES

CONSOLIDATING STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED DECEMBER 31, 2003

(in thousands)


	MISSISSIPPI Consolidated			Eliminations		MISSISSIPPI CORPORATE			MISSISSIPPI TRUST II
Operating Activities:
Net income	$	75,512		$	—	$	75,434		$	78
Adjustments to reconcile net income to net cash provided from operating activities —
Depreciation and amortization		60,226			—		60,226			—
Deferred income taxes and investment tax credits, net		(8,562	)		—		(8,562	)		—
Plant Daniel capacity		60,300			—		60,300			—
Pension, postretirement, and other employee benefits		(1,014	)		—		(1,014	)		—
Tax benefit of stock options		2,323			—		2,323			—
Other, net		6,517			—		6,517			—
Changes in certain current assets and liabilities —
Receivables, net		21,038			—		21,038			—
Fossil fuel stock		2,070			—		2,070			—
Materials and supplies		(1,607	)		—		(1,607	)		—
Other current assets		1,750			—		1,750			—
Accounts payable		(12,292	)		—		(12,292	)		—
Accrued taxes		(8,976	)		—		(8,976	)		—
Other current liabilities		(13,804	)		—		(13,804	)		—

Net cash provided from operating activities		183,481			—		183,403			78

Investing Activities:
Gross property additions		(69,345	)		—		(69,345	)		—
Cost of removal net of salvage		(5,811	)		—		(5,811	)		—
Other		(2,080	)		—		(2,002	)		(78	)

Net cash used for investing activities		(77,236	)		—		(77,158	)		(78	)

Financing Activities:
Proceeds —
Senior notes		90,000			—		90,000			—
Capital contributions from parent company		4,912			—		4,912			—
Redemptions —
First mortgage bonds		(33,350	)		—		(33,350	)		—
Pollution control bonds		(850	)		—		(850	)		—
Senior notes		(86,628	)		—		(86,628	)		—
Payment of preferred stock dividends		(2,013	)		—		(2,013	)		—
Payment of common stock dividends		(66,000	)		—		(66,000	)		—
Other		(5,891	)		—		(5,891	)		—

Net cash used for financing activities		(99,820	)		—		(99,820	)		—

Net Change in Cash and Cash Equivalents		6,425			—		6,425			—
Cash and Cash Equivalents at Beginning of Period		62,695			—		62,695			—

Cash and Cash Equivalents at End of Period	$	69,120		$	—	$	69,120		$	—

A-34

MISSISSIPPI POWER COMPANY AND SUBSIDIARIES

CONSOLIDATING BALANCE SHEET

FOR THE YEAR ENDED DECEMBER 31, 2003

(in thousands)


	MISSISSIPPI Consolidated			Eliminations			MISSISSIPPI CORPORATE			MISSISSIPPI TRUST II
Current Assets:
Cash and cash equivalents	$	69,120		$	—		$	69,120		$	—
Receivables —
Customer accounts receivable		30,514			—			30,514			—
Unbilled revenues		19,278			—			19,278			—
Under recovered regulatory clause revenues		14,607			—			14,607			—
Other accounts and notes receivable		8,088			—			8,088			—
Affiliated companies		12,160			—			12,160			—
Accumulated provision for uncollectible accounts		(897	)		—			(897	)		—
Fossil fuel stock, at average cost		25,233			—			25,233			—
Materials and supplies, at average cost		23,670			—			23,670			—
Assets from risk management activities		2,857			—			2,857			—
Vacation pay		5,766			—			5,766			—
Prepaid income taxes		27,415			—			27,415			—
Prepaid expenses		4,517			—			4,517			—

Total current assets		242,328			—			242,328			—

Property, Plant, and Equipment:
In service		1,841,668			—			1,841,668			—
Less accumulated provision for depreciation		672,730			—			672,730			—

		1,168,938			—			1,168,938			—
Construction work in progress		25,844			—			25,844			—

Total property, plant, and equipment		1,194,782			—			1,194,782			—

Other property and investments		2,750			(37,164	)		3,832			36,082

Deferred Charges and Other Assets:
Deferred charges related to income taxes		12,125			—			12,125			—
Prepaid pension costs		18,167			—			18,167			—
Unamortized debt issuance expense		6,993			—			6,993			—
Unamortized loss on reacquired debt		10,201			—			10,201			—
Prepaid rent		14,758			—			14,758			—
Other		16,280			—			16,280			—

Total deferred charges and other assets		78,524			—			78,524			—

Total Assets	$	1,518,384		$	(37,164	)	$	1,519,466		$	36,082

A-35

MISSISSIPPI POWER COMPANY AND SUBSIDIARIES

CONSOLIDATING BALANCE SHEET

FOR THE YEAR ENDED DECEMBER 31, 2003

(in thousands)


	MISSISSIPPI Consolidated		Eliminations			MISSISSIPPI CORPORATE		MISSISSIPPI TRUST II
Current Liabilities:
Securities due within one year	$	80,000	$	—		$	80,000	$	—
Accounts payable—
Affiliated		21,259		—			21,259		—
Other		55,309		—			55,309		—
Customer deposits		11,863		—			11,863		—
Accrued taxes—
Income taxes		1,696		—			1,696		—
Other		42,834		—			42,834		—
Accrued interest		3,223		—			3,223		—
Accrued vacation pay		5,766		—			5,766		—
Accrued compensation		23,832		—			23,832		—
Regulatory clauses over recovery		31,118		—			31,118		—
Other		4,867		—			4,867		—

Total current liabilities		281,767		—			281,767		—

Long-term debt		202,488		(36,082	)		238,570		—

Mandatorily redeemable preferred securities		35,000		—			—		35,000

Deferred Credits and Other Liabilities:
Accumulated deferred income taxes		142,088		—			142,088		—
Deferred credits related to income taxes		23,279		—			23,279		—
Accumulated deferred investment tax credits		19,841		—			19,841		—
Employee benefit obligations		54,830		—			54,830		—
Plant Daniel lease guarantee obligation, at fair value		14,758		—			14,758		—
Plant Daniel capacity		60,300		—			60,300		—
Other cost of removal obligations		80,588		—			80,588		—
Miscellaneous regulatory liabilities		11,899		—			11,899		—
Other		27,248		—			27,248		—

Total deferred credits and other liabilities		434,831		—			434,831		—

Total liabilities		954,086		(36,082	)		955,168		35,000

Preferred stock		31,809		—			31,809		—

Common stockholder’s equity		532,489		(1,082	)		532,489		1,082

Total Liabilities and Stockholder’s Equity	$	1,518,384	$	(37,164	)	$	1,519,466	$	36,082

A-36

SAVANNAH ELECTRIC AND POWER COMPANY AND SUBSIDIARIES

CONSOLIDATING STATEMENT OF INCOME

FOR THE YEAR ENDED DECEMBER 31, 2003

(in thousands)


	SAVANNAH Consolidated			Eliminations			SAVANNAH CORPORATE			SAVANNAH TRUST I
Operating Revenues:
Retail sales	$	297,745		$	—		$	297,745		$	—
Sales for resale—
Non-affiliates		5,653			—			5,653			—
Affiliates		6,499			—			6,499			—
Other revenues		4,158			—			4,158			—

Total operating revenues		314,055			—			314,055			—

Operating Expenses:
Fuel		55,308			—			55,308			—
Purchased power—
Non-affiliates		5,713			—			5,713			—
Affiliates		83,792			—			83,792			—
Other operations		56,823			—			56,823			—
Maintenance		26,798			—			26,798			—
Depreciation and amortization		20,499			—			20,499			—
Taxes other than income taxes		14,665			—			14,665			—

Total operating expenses		263,598			—			263,598			—

Operating Income		50,457			—			50,457			—
Other Income and (Expense):
Interest income		290			(2,825	)		290			2,825
Interest expense, net of amounts capitalized		(9,590	)		2,825			(12,415	)		—
Distributions on mandatorily redeemable preferred securities		(2,740	)		—			—			(2,740	)
Other income (expense), net		(502	)		—			(502	)		—

Total other income and (expense)		(12,542	)		—			(12,627	)		85

Earnings Before Income Taxes		37,915			—			37,830			85
Income taxes		15,108			—			15,108			—

Net Income	$	22,807		$	—		$	22,722		$	85

A-37

SAVANNAH ELECTRIC AND POWER COMPANY AND SUBSIDIARIES

CONSOLIDATING STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED DECEMBER 31, 2003

(in thousands)


	SAVANNAH Consolidated			Eliminations		SAVANNAH CORPORATE			SAVANNAH TRUST I
Operating Activities:
Net income	$	22,807		$	—	$	22,722		$	85
Adjustments to reconcile net income to net cash provided from operating activities—
Depreciation and amortization		22,587			—		22,587			—
Deferred income taxes and investment tax credits, net		793			—		793			—
Pension, postretirement, and other employee benefits		6,215			—		6,215			—
Tax benefit of stock options		884			—		884			—
Other, net		4,015			—		4,015			—
Changes in certain current assets and liabilities—
Receivables, net		1,189			—		1,189			—
Fossil fuel stock		(323	)		—		(323	)		—
Materials and supplies		516			—		516			—
Other current assets		4,057			—		4,057			—
Accounts payable		3,713			—		3,713			—
Accrued taxes		(983	)		—		(983	)		—
Other current liabilities		(5,311	)		—		(5,311	)		—

Net cash provided from operating activities		60,159			—		60,074			85

Investing Activities:
Gross property additions		(40,242	)		—		(40,242	)		—
Other		895			—		980			(85	)

Net cash used for investing activities		(39,347	)		—		(39,262	)		(85	)

Financing Activities:
Decrease in notes payable, net		(2,897	)		—		(2,897	)		—
Proceeds—
Pollution control bonds		13,870			—		13,870			—
Senior notes		60,000			—		60,000			—
Capital contributions from parent company		6,757			—		6,757			—
Redemptions—
Pollution control bonds		(13,870	)		—		(13,870	)		—
Senior notes		(20,000	)		—		(20,000	)		—
Other long-term debt		(5,541	)		—		(5,541	)		—
Payment of common stock dividends		(23,000	)		—		(23,000	)		—
Other		(2,166	)		—		(2,166	)		—

Net cash provided from financing activities		13,153			—		13,153			—

Net Change in Cash and Cash Equivalents		33,965			—		33,965			—
Cash and Cash Equivalents at Beginning of Period		3,978			—		3,978			—

Cash and Cash Equivalents at End of Period	$	37,943		$	—	$	37,943		$	—

A-38

SAVANNAH ELECTRIC AND POWER COMPANY AND SUBSIDIARIES

CONSOLIDATING BALANCE SHEET

FOR THE YEAR ENDED DECEMBER 31, 2003

(in thousands)


	SAVANNAH Consolidated			Eliminations			SAVANNAH CORPORATE			SAVANNAH TRUST I
Current Assets:
Cash and cash equivalents	$	37,943		$	—		$	37,943		$	—
Receivables—
Customer accounts receivable		19,674			—			19,674			—
Unbilled revenues		11,288			—			11,288			—
Other accounts and notes receivable		1,138			—			1,138			—
Affiliated companies		4,872			—			4,872			—
Accumulated provision for uncollectible accounts		(641	)		—			(641	)		—
Fossil fuel stock, at average cost		8,652			—			8,652			—
Materials and supplies, at average cost		9,070			—			9,070			—
Prepaid income taxes		24,419			—			24,419			—
Prepaid expenses		1,377			—			1,377			—
Other		623			—			623			—

Total current assets		118,415			—			118,415			—

Property, Plant, and Equipment:
In service		912,504			—			912,504			—
Less accumulated provision for depreciation		402,394			—			402,394			—

		510,110			—			510,110			—
Construction work in progress		14,121			—			14,121			—

Total property, plant, and equipment		524,231			—			524,231			—

Other property and investments		2,248			(42,474	)		3,485			41,237

Deferred charges and other Assets:
Deferred charges related to income taxes		9,611			—			9,611			—
Cash surrender value of life insurance for deferred compensation plans		23,866			—			23,866			—
Unamortized debt issuance expense		5,652			—			5,652			—
Unamortized loss on reacquired debt		7,488			—			7,488			—
Other		18,410			—			18,410			—

Total deferred charges and other assets		65,027			—			65,027			—

Total Assets	$	709,921		$	(42,474	)	$	711,158		$	41,237

A-39

SAVANNAH ELECTRIC AND POWER COMPANY AND SUBSIDIARIES

CONSOLIDATING BALANCE SHEET

FOR THE YEAR ENDED DECEMBER 31, 2003

(in thousands)


	SAVANNAH Consolidated		Eliminations			SAVANNAH CORPORATE		SAVANNAH TRUST I
Current Liabilities:
Securities due within one year	$	40,910	$	(41,237	)	$	42,147	$	40,000
Accounts payable —
Affiliated		13,797		—			13,797		—
Other		13,147		—			13,147		—
Customer deposits		6,922		—			6,922		—
Accrued taxes —
Income taxes		1,172		—			1,172		—
Other		1,473		—			1,473		—
Accrued interest		2,802		—			2,802		—
Accrued vacation pay		2,530		—			2,530		—
Accrued compensation		5,652		—			5,652		—
Other		5,107		—			5,107		—

Total current liabilities		93,512		(41,237	)		94,749		40,000

Long-term debt		222,493		—			222,493		—

Deferred Credits and Other Liabilities:
Accumulated deferred income taxes		83,852		—			83,852		—
Deferred credits related to income taxes		9,804		—			9,804		—
Accumulated deferred investment tax credits		8,625		—			8,625		—
Employee benefit obligations		39,833		—			39,833		—
Other cost of removal obligations		36,843		—			36,843		—
Miscellaneous regulatory liabilities		12,932		—			12,932		—
Other		15,735		—			15,735		—

Total deferred credits and other liabilities		207,624		—			207,624		—

Total liabilities		523,629		(41,237	)		524,866		40,000

Common stockholder's equity		186,292		(1,237	)		186,292		1,237

Total Liabilities and Stockholder's Equity	$	709,921	$	(42,474	)	$	711,158	$	41,237

A-40

SOUTHERN POWER COMPANY AND SUBSIDIARIES

CONSOLIDATING STATEMENT OF INCOME

FOR THE YEAR ENDED DECEMBER 31, 2003

(in thousands)


	SOUTHERN POWER Consolidated			Eliminations			SOUTHERN POWER CORPORATE			SOUTHERN COMPANY FLORIDA		SOUTHERN COMPANY JET PORT		SOUTHERN COMPANY KLONDIKE			SOUTHERN COMPANY McLEOD			SOUTHERN COMPANY CHEROKEE
Operating Revenues:
Sales for resale—
Non-affiliates	$	278,559		$	—		$	268,877		$	9,682	$	—	$	—		$	—		$	—
Affiliates		312,586			—			312,586			—		—		—			—			—
Contract termination		80,000			—			80,000			—		—		—			—			—
Other revenues		10,635			—			10,615			20		—		—			—			—

Total operating revenues		681,780			—			672,078			9,702		—		—			—			—

Operating Expenses:
Fuel		115,256			—			115,256			—		—		—			—			—
Purchased power—
Non-affiliates		61,234			—			61,234			—		—		—			—			—
Affiliates		124,067			—			124,067			—		—		—			—			—
Other operations		50,852			—			49,772			1,080		—		—			—			—
Maintenance		11,389			—			11,173			216		—		—			—			—
Depreciation and amortization		39,012			—			37,916			1,096		—		—			—			—
Taxes other than income taxes		6,665			—			6,619			—		—		3			43			—

Total operating expenses		408,475			—			406,037			2,392		—		3			43			—

Operating Income		273,305			—			266,041			7,310		—		(3	)		(43	)		—
Other Income and (Expense):
Interest income		435			—			428			7		—		—			—			—
Equity in earnings of unconsolidated subsidiaries		—			(4,449	)		4,449			—		—		—			—			—
Interest expense, net of amounts capitalized		(31,708	)		—			(31,708	)		—		—		—			—			—
Other income (expense), net		(2,029	)		—			(2,029	)		—		—		—			—			—

Total other income and (expense)		(33,302	)		(4,449	)		(28,860	)		7		—		—			—			—

Earnings Before Income Taxes		240,003			(4,449	)		237,181			7,317		—		(3	)		(43	)		—
Income taxes		85,221			—			82,399			2,822		—		—			—			—

Earnings Before Cumulative Effect of Accounting Change		154,782			(4,449	)		154,782			4,495		—		(3	)		(43	)		—
Cumulative effect of accounting change—less income taxes of $231		367			—			367			—		—		—			—			—

Net Income	$	155,149		$	(4,449	)	$	155,149		$	4,495	$	—	$	(3	)	$	(43	)	$	—

A-41

SOUTHERN POWER COMPANY AND SUBSIDIARIES

CONSOLIDATING STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED DECEMBER 31, 2003

(in thousands)


	SOUTHERN POWER Consolidated			Eliminations			SOUTHERN POWER CORPORATE			SOUTHERN COMPANY FLORIDA			SOUTHERN COMPANY JET PORT		SOUTHERN COMPANY KLONDIKE			SOUTHERN COMPANY McLEOD			SOUTHERN COMPANY CHEROKEE
Operating Activities:
Net income	$	155,149		$	(4,449	)	$	155,149		$	4,495		$	—	$	(3	)	$	(43	)	$	—
Adjustments to reconcile net income to net cash provided from operating activities —
Depreciation and amortization		43,712			—			42,616			1,096			—		—			—			—
Deferred income taxes and investment tax credits, net		22,521			—			22,521			—			—		—			—			—
Deferred capacity revenues		9,997			—			9,997			—			—		—			—			—
Equity in earnings of unconsolidated subsidiaries		—			4,449			(4,449	)		—			—		—			—			—
Tax benefit of stock options		130			—			130			—			—		—			—			—
Settlement of interest rate hedges		(93,298	)		—			(93,298	)		—			—		—			—			—
Other, net		(25,787	)		—			(25,503	)		(284	)		—		—			—			—
Changes in certain current assets and liabilities —
Receivables, net		(7,008	)		—			(3,622	)		(3,386	)		—		—			—			—
Fossil fuel stock		5,232			—			5,232			—			—		—			—			—
Materials and supplies		(1,570	)		—			(1,063	)		(507	)		—		—			—			—
Other current assets		(9,675	)		—			(9,791	)		116			—		—			—			—
Accounts payable		32,694			—			28,797			3,897			—		—			—			—
Accrued taxes		(6,939	)		—			(9,761	)		2,822			—		—			—			—
Accrued interest		9,299			—			9,299			—			—		—			—			—
Other current liabilities		236			—			236			—			—		—			—			—

Net cash provided from operating activities		134,693			—			126,490			8,249			—		(3	)		(43	)		—

Investing Activities:
Gross property additions		(344,362	)		—			(259,423	)		(80,434	)		—		—			(4,505	)		—
Investment in unconsolidated subsidiaries		—			76,402			(76,402	)		—			—		—			—			—
Change in construction payables, net		(16,931	)		—			(16,931	)		—			—		—			—			—

Net cash used for investing activities		(361,293	)		76,402			(352,756	)		(80,434	)		—		—			(4,505	)		—

Financing Activities:
Decrease in notes payable, net—affiliated		(20,488	)		—			(20,488	)		—			—		—			—			—
Increase in notes payable, net		114,347			—			114,347			—			—		—			—			—
Proceeds —
Senior notes		575,000			—			575,000			—			—		—			—			—
Capital contributions from parent company		5,953			(76,402	)		5,953			71,851			—		3			4,548			—
Retirements —
Other long-term debt		(379,640	)		—			(379,640	)		—			—		—			—			—
Capital distributions to parent company		(77,000	)		—			(77,000	)		—			—		—			—			—
Other		(8,248	)		—			(8,248	)		—			—		—			—			—

Net cash provided from financing activities		209,924			(76,402	)		209,924			71,851			—		3			4,548			—

Net Change in Cash and Cash Equivalents		(16,676	)		—			(16,342	)		(334	)		—		—			—			—
Cash and Cash Equivalents at Beginning of Period		19,474			—			16,342			3,128			1		1			1			1

Cash and Cash Equivalents at End of Period	$	2,798		$	—		$	—		$	2,794		$	1	$	1		$	1		$	1

A-42

SOUTHERN POWER COMPANY AND SUBSIDIARIES

CONSOLIDATING BALANCE SHEET

FOR THE YEAR ENDED DECEMBER 31, 2003

(in thousands)


	SOUTHERN POWER Consolidated			Eliminations			SOUTHERN POWER CORPORATE			SOUTHERN COMPANY FLORIDA			SOUTHERN COMPANY JET PORT		SOUTHERN COMPANY KLONDIKE		SOUTHERN COMPANY McLEOD		SOUTHERN COMPANY CHEROKEE
Current Assets:
Cash and cash equivalents	$	2,798		$	—		$	—		$	2,794		$	1	$	1	$	1	$	1
Receivables —
Customer accounts receivable		10,772			—			7,093			3,679			—		—		—		—
Affiliated companies		14,130			—			14,423			(293	)		—		—		—		—
Accumulated provision for uncollectible accounts		(350	)		—			(350	)		—			—		—		—		—
Other accounts receivable		270			—			270			—			—		—		—		—
Fossil fuel stock, at average cost		5,798			—			5,798			—			—		—		—		—
Materials and supplies, at average cost		8,123			—			7,616			507			—		—		—		—
Prepaid income taxes		11,222			—			11,222			—			—		—		—		—
Prepaid expenses		2,528			—			2,644			(116	)		—		—		—		—
Assets from risk management activities		1,154			—			1,154			—			—		—		—		—
Other		20			—			20			—			—		—		—		—

Total current assets		56,465			—			49,890			6,571			1		1		1		1

Property, Plant, and Equipment:
In service		1,831,139			—			1,633,261			197,878			—		—		—		—
Less accumulated provision for depreciation		60,005			—			58,909			1,096			—		—		—		—

		1,771,134			—			1,574,352			196,782			—		—		—		—
Construction work in progress		504,097			—			496,600			(1,338	)		3,714		612		4,505		4

Total property, plant, and equipment		2,275,231			—			2,070,952			195,444			3,714		612		4,505		4

Other Property and Investments		—			(205,423	)		205,423			—			—		—		—		—

Deferred Charges and Other Assets:
Unamortized debt issuance expense		18,315			—			18,315			—			—		—		—		—
Accumulated deferred income taxes		21,911			—			21,911			—			—		—		—		—
Prepaid maintenance expenses		21,728			—			21,728			—			—		—		—		—
Prepaid transmission expenses—affiliated		12,790			—			12,790			—			—		—		—		—
Other		2,845			—			1,339			1,473			—		—		—		33

Total deferred charges and other assets		77,589			—			76,083			1,473			—		—		—		33

Total Assets	$	2,409,285		$	(205,423	)	$	2,402,348		$	203,488		$	3,715	$	613	$	4,506	$	38

A-43

SOUTHERN POWER COMPANY AND SUBSIDIARIES

CONSOLIDATING BALANCE SHEET

FOR THE YEAR ENDED DECEMBER 31, 2003

(in thousands)


	SOUTHERN POWER Consolidated			Eliminations			SOUTHERN POWER CORPORATE			SOUTHERN COMPANY FLORIDA		SOUTHERN COMPANY JET PORT			SOUTHERN COMPANY KLONDIKE			SOUTHERN COMPANY McLEOD			SOUTHERN COMPANY CHEROKEE
Current Liabilities:
Securities due within one year	$	200		$	—		$	200		$	—	$	—		$	—		$	—		$	—
Notes payable		114,347			—			114,347			—		—			—			—			—
Accounts payable —
Affiliated		51,442			—			47,724			3,718		—			—			—			—
Other		6,591			—			6,250			341		—			—			—			—
Accrued taxes —
Income taxes		—			—			—			—		—			—			—			—
Other		1,289			—			(1,565	)		2,854		—			—			—			—
Accrued interest		30,012			—			30,012			—		—			—			—			—
Other		489			—			489			—		—			—			—			—

Total current liabilities		204,370			—			197,457			6,913		—			—			—			—

Long-Term Debt:
Senior notes
6.25% due 2012		575,000			—			575,000			—		—			—			—			—
4.875% due 2015		575,000			—			575,000			—		—			—			—			—
Other long-term debt		1,685			—			1,685			—		—			—			—			—
Unamortized debt premium (discount), net		(2,573	)		—			(2,573	)		—		—			—			—			—

Long-term debt		1,149,112			—			1,149,112			—		—			—			—			—

Deferred Credits and Other Liabilities:
Deferred capacity revenues —
Affiliated		28,799			—			28,799			—		—			—			—			—
Other		256			—			256			—		—			—			—			—
Other —
Affiliated		15,061			—			15,061			—		—			—			—			—
Other		211			—			187			24		—			—			—			—

Total deferred credits and other liabilities		44,327			—			44,303			24		—			—			—			—

Total liabilities		1,397,809			—			1,390,872			6,937		—			—			—			—

Common stockholder’s equity:
Common stock, par value $0.01 per share —
Authorized—1,000,000 shares
Outstanding—1,000 shares
Paid-in capital		850,312			(200,927	)		850,312			192,006		3,716			618			4,549			38
Retained earnings		217,626			(4,496	)		217,626			4,545		(1	)		(5	)		(43	)		—
Accumulated other comprehensive income (loss)		(56,462	)		—			(56,462	)		—		—			—			—			—

Total common stockholder’s equity		1,011,476			(205,423	)		1,011,476			196,551		3,715			613			4,506			38

Total Liabilities and Stockholder’s Equity	$	2,409,285		$	(205,423	)	$	2,402,348		$	203,488	$	3,715		$	613		$	4,506		$	38

A-44

SOUTHERN COMPANY HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATING STATEMENT OF INCOME

FOR THE YEAR ENDED DECEMBER 31, 2003

(in thousands)


	SOUTHERN HOLDINGS Consolidated			Eliminations			SOUTHERN HOLDINGS			SE FINANCE CAPITAL CORP II			CAPITAL FUNDING			SCES LLC			ALABAMA SYNFUEL ENERGY			SYNFUEL SERVICES		ERA			ELECTRO TECHNOLOGIES			SCRS			SERC
Operating Revenues:
Retail sales	$	—		$	—		$	—		$	—		$	—		$	—		$	—		$	—	$	—		$	—		$	—		$	—
Sales for resale —
Non-affiliates		—			—			—			—			—			—			—			—		—			—			—			—
Affiliates		819			—			—			—			—			450			—			—		—			—			369			—
Other electric revenues		—			—			—			—			—			—			—			—		—			—			—			—
Other revenues		142,926			—			—			—			—			49,449			—			85,244		7,928			—			305			—

Total operating revenues		143,745			—			—			—			—			49,899			—			85,244		7,928			—			674			—

Operating Expenses:
Fuel		—			—			—			—			—			—			—			—		—			—			—			—
Purchased power —
Non-affiliates		—			—			—			—			—			—			—			—		—			—			—			—
Affiliates		—			—			—			—			—			—			—			—		—			—			—			—
Other operations		151,035			—			23			5,187			62			47,607			30,368			65,396		1,206			57			1,129			—
Maintenance		—			—			—			—			—			—			—			—		—			—			—			—
Depreciation and amortization		16,928			—			—			1,363			10,631			1,157			1,896			—		1,881			—			—			—
Taxes other than income taxes		—			—			—			—			—			—			—			—		—			—			—			—

Total operating expenses		167,963			—			23			6,550			10,693			48,764			32,264			65,396		3,087			57			1,129			—

Operating Income		(24,218	)		—			(23	)		(6,550	)		(10,693	)		1,135			(32,264	)		19,848		4,841			(57	)		(455	)		—
Other Income and (Expense):
Allowance for equity funds used during construction		—			—			—			—			—			—			—			—		—			—			—			—
Interest income		88,239			(480	)		313			380			86,841			811			249			73		23			5			24			—
Equity in earnings (losses) of unconsolidated subsidiaries		(93,282	)		(81,002	)		81,002			(40,742	)		—			—			(50,967	)		—		—			(1,573	)		—			—
Leveraged lease income		65,778			—			—			65,778			—			—			—			—		—			—			—			—
Interest expense, net of amounts capitalized		(38,107	)		480			(117	)		(17,044	)		(21,085	)		(164	)		(49	)		—		(118	)		—			(10	)		—
Distributions on mandatorily redeemable preferred securities		(64,083	)		—			—			—			(64,083	)		—			—			—		—			—			—			—
Preferred dividends of subsidiaries		—			—			—			—			—			—			—			—		—			—			—			—
Other income (expense), net		1,630			—			—			(198	)		—			1,828			—			—		—			—			—			—

Total other income and (expense)		(39,825	)		(81,002	)		81,198			8,174			1,673			2,475			(50,767	)		73		(95	)		(1,568	)		14			—

Earnings From Continuing Operations Before Income Taxes		(64,043	)		(81,002	)		81,175			1,624			(9,020	)		3,610			(83,031	)		19,921		4,746			(1,625	)		(441	)		—
Income taxes		(145,157	)		—			61			(50,543	)		(3,157	)		1,254			(101,734	)		7,759		1,945			(569	)		(173	)		—

Earnings From Continuing Operations Before Cumulative Effect of Accounting Change		81,114			(81,002	)		81,114			52,167			(5,863	)		2,356			18,703			12,162		2,801			(1,056	)		(268	)		—
Cumulative effect of accounting change— less income taxes of less than $1		—			—			—			—			—			—			—			—		—			—			—			—

Consolidated Net Income	$	81,114		$	(81,002	)	$	81,114		$	52,167		$	(5,863	)	$	2,356		$	18,703		$	12,162	$	2,801		$	(1,056	)	$	(268	)	$	—

A-45

SOUTHERN COMPANY HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATING STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED DECEMBER 31, 2003

(in thousands)


	SOUTHERN HOLDINGS Consolidated			Eliminations			SOUTHERN HOLDINGS			CAPITAL CORP II			CAPITAL FUNDING			SCES LLC
Operating Activities:
Consolidated net income	$	81,114		$	(81,002	)	$	81,114		$	52,167		$	(5,863	)	$	2,356
Adjustments to reconcile consolidated neta income to net cash provided from (used for) operating activities
Depreciation and amortization		16,928			—			—			1,363			10,631			1,157
Deferred income taxes and investment tax credits		82,485			—			—			83,171			—			(699	)
Plant Daniel capacity		—			—			—			—			—			—
Deferred capacity revenues		—			—			—			—			—			—
Equity in losses of unconsolidated subsidiaries		93,282			81,002			(81,002	)		40,742			—			—
Leveraged lease income		(65,778	)		—			—			(65,778	)		—			—
Pension, postretirement, and other employee benefits		149			—			—			—			—			149
Tax benefit of stock options		61			—			61			—			—			—
Settlement of interest rate hedges		—			—			—			—			—			—
Other, net		20,207			—			2,446			(7,029	)		—			15,332
Changes in certain current assets and liabilities —
Receivables, net		(29,341	)		(224	)		137			(24,405	)		1,891			(1,043	)
Fossil fuel stock		—			—			—			—			—			—
Materials and supplies		7,152			—			—			—			—			7,152
Other current assets		14,309			—			(2,503	)		(2,836	)		7,228			952
Accounts payable		(11,207	)		—			5			(2,743	)		(18	)		(3,554	)
Accrued taxes		(4,536	)		—			69			415			(3,349	)		(1,041	)
Other current liabilities		(1,975	)		224			25			(1,750	)		(91	)		(202	)

Net cash provided from (used for) operating activities of continuing operations		202,850			—			352			73,317			10,429			20,559

Investing Activities:
Gross property additions		(10,177	)		—			—			—			—			(599	)
Investment in unconsolidated subsidiaries		(72,774	)		19,185			(19,185	)		(6,057	)		—			—
Return of capital from unconsolidated subsidiaries		—			(98,240	)		—			33,000			15,940			—
Cost of removal net of salvage		—			—			—			—			—			—
Other		416,857			(1,000	)		(600	)		1,600			430,339			(9,982	)

Net cash provided from (used for) investing activities of continuing operations		333,906			(80,055	)		(19,785	)		(28,543	)		446,279			(10,581	)

Financing Activities:
Increase (decrease) in notes payable, net		(3,597	)		—			—			(346	)		—			(6,501	)
Proceeds —
Long-term debt		3,500			1,000			—			—			—			—
Mandatorily redeemable preferred securities		—			—			—			—			—			—
Preferred stock		—			—			—			—			—			—
Common Stock		—			—			—			—			—			—
Capital contributions from parent company		3,379			(19,185	)		3,379			—			1			278
Redemptions —					—			—			—			—			—
Long-term debt		(60,469	)		—			—			(35,469	)		(25,000	)		—
Mandatorily redeemable preferred securities		(394,514	)		—			—			—			(394,514	)		—
Preferred stock		—			—			—			—			—			—
Common Stock Repurchased		—			—			—			—			—			—
Capital distributions to parent company		—			—			—			—			—			—
Payment of preferred stock dividends		—			—			—			—			—			—
Payment of common stock dividends		(60,000	)		98,240			(60,000	)		(33,000	)		(15,940	)		—
Other		—			—			—			—			—			—

Net cash provided from (used for) financing activities of continuing operations		(511,701	)		80,055			(56,621	)		(68,815	)		(435,453	)		(6,223	)

Net Change in Cash and Cash Equivalents		25,055			—			22,175			47			5,315			3,754
Cash and Cash Equivalents at Beginning of Period		90,363			—			3,973			37,412			1,932			(103	)

Cash and Cash Equivalents at End of Period	$	115,418		$	—		$	26,148		$	37,459		$	7,247		$	3,651


	ALABAMA SYNFUEL ENERGY			SYNFUEL SERVICES			ERA			ELECTRO TECHNOLOGIES			SCRS			SERC
Operating Activities:
Consolidated net income	$	18,703		$	12,162		$	2,801		$	(1,056	)	$	(268	)	$	—
Adjustments to reconcile consolidated neta income to net cash provided from (used for) operating activities —
Depreciation and amortization		1,896			—			1,881			—			—			—
Deferred income taxes and investment tax credits		—			—			—			—			13			—
Plant Daniel capacity		—			—			—			—			—			—
Deferred capacity revenues		—			—			—			—			—			—
Equity in losses of unconsolidated subsidiaries		50,967			—			—			1,573			—			—
Leveraged lease income		—			—			—			—			—			—
Pension, postretirement, and other employee benefits		—			—			—			—			—			—
Tax benefit of stock options		—			—			—			—			—			—
Settlement of interest rate hedges		—			—			—			—			—			—
Other, net		8,439			—			—			—			1,019			—
Changes in certain current assets and liabilities —
Receivables, net		—			(5,296	)		18			(1	)		(126	)		(292	)
Fossil fuel stock		—			—			—			—			—			—
Materials and supplies		—			—			—			—			—			—
Other current assets		11,664			—			(349	)		94			59			—
Accounts payable		(5,285	)		—			(98	)		(96	)		219			363
Accrued taxes		302			(897	)		(17	)		(18	)		—			—
Other current liabilities		9			—			(233	)		—			43			—

Net cash provided from (used for) operating activities of continuing operations		86,695			5,969			4,003			496			959			71

Investing Activities:
Gross property additions		—			—			(3,000	)		—			(6,578	)		—
Investment in unconsolidated subsidiaries		(50,967	)		—			—			(15,750	)		—			—
Return of capital from unconsolidated subsidiaries		34,750			14,050			500			—			—			—
Cost of removal net of salvage		—			—			—			—			—			—
Other		—			—			—			—			(3,500	)		—

Net cash provided from (used for) investing activities of continuing operations		(16,217	)		14,050			(2,500	)		(15,750	)		(10,078	)		—

Financing Activities:
Increase (decrease) in notes payable, net		—			—			—			—			3,250			—
Proceeds —
Long-term debt		(1,000	)		—			—			—			3,500			—
Mandatorily redeemable preferred securities		—			—			—			—			—			—
Preferred stock		—			—			—			—			—			—
Common Stock		—			—			—			—			—			—
Capital contributions from parent company		—			518			120			15,750			2,518			—
Redemptions —		—			—			—			—			—			—
Long-term debt		—			—			—			—			—			—
Mandatorily redeemable preferred securities		—			—			—			—			—			—
Preferred stock		—			—			—			—			—			—
Common Stock Repurchased		—			—			—			—			—			—
Capital distributions to parent company		—			—			—			—			—			—
Payment of preferred stock dividends		—			—			—			—			—			—
Payment of common stock dividends		(34,750	)		(14,050	)		(500	)		—			—			—
Other		—			—			—			—			—			—

Net cash provided from (used for) financing activities of continuing operations		(35,750	)		(13,532	)		(380	)		15,750			9,268			—

Net Change in Cash and Cash Equivalents		(6,487	)		(923	)		450			498			151			75

Cash and Cash Equivalents at Beginning of Period		40,648			4,367			1,428			706			—			—

Cash and Cash Equivalents at End of Period	$	34,161		$	3,444		$	1,878		$	1,204		$	151		$	75

A-46

SOUTHERN COMPANY HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATING BALANCE SHEET

FOR THE YEAR ENDED DECEMBER 31, 2003

(in thousands)


	SOUTHERN HOLDINGS Consolidated			Eliminations			SOUTHERN HOLDINGS		SE FINANCE CAPITAL CORP II		CAPITAL FUNDING			SCES LLC			ALABAMA SYNFUEL ENERGY		SYNFUEL SERVICES		ERA		ELECTRO TECHNOLOGIES			SCRS		SERC
Current Assets:
Cash and cash equivalents	$	115,418		$	—		$	26,148	$	37,459	$	7,247		$	3,651		$	34,161	$	3,444	$	1,878	$	1,204		$	151	$	75
Receivables —
Customer accounts receivable		14,218			—			—		—		2			3,917			—		9,386		883		—			30		—
Unbilled revenues		—			—			—		—		—			—			—		—		—		—			—		—
Under recovered regulatory clause revenues		—			—			—		—		—			—			—		—		—		—			—		—
Other accounts and notes receivable		35,495			—			323		29,328		10			5,810			—		—		—		—			24		—
Affiliated companies		26,662			(93	)		1,469		227		21,166			3,491			31		5		1		—			72		293
Accumulated provision for uncollectible accounts		(228	)		—			—		—		—			(228	)		—		—		—		—			—		—
Fossil fuel stock, at average cost		—			—			—		—		—			—			—		—		—		—			—		—
Vacation pay		—			—			—		—		—			—			—		—		—		—			—		—
Materials and supplies, at average cost		1,827			—			—		—		—			1,827			—		—		—		—			—		—
Prepaid expenses		(1,494	)		—			2,425		3,180		(9,231	)		1,613			570		—		—		(110	)		59		—
Other		—			—			—		—		—			—			—		—		—		—			—		—

Total current assets		191,898			(93	)		30,365		70,194		19,194			20,081			34,762		12,835		2,762		1,094			336		368

Property, Plant, and Equipment:
In service		17,020			—			—		—		—			5,715			—		—		9,913		—			1,392		—
Less accumulated depreciation		6,955			—			—		—		—			2,035			—		—		4,920		—			—		—

		10,065			—			—		—		—			3,680			—		—		4,993		—			1,392		—
Nuclear fuel, at amortized cost		—			—			—		—		—			—			—		—		—		—			—		—
Construction work in progress		5,186			—			—		—		—			—			—		—		—		—			5,186		—

Total property, plant, and equipment		15,251			—			—		—		—			3,680			—		—		4,993		—			6,578		—

Other Property and Investments:
Nuclear decommissioning trusts, at fair value		—			—			—		—		—			—			—		—		—		—			—		—
Leveraged leases		837,843			—			—		837,843		—			—			—		—		—		—			—		—
Equity investments in unconsolidated subsidiaries		65,710			(255,885	)		255,885		26,672		—			—			22,368		—		—		16,670			—		—
Other		1,002,700			(7,099	)		7,099		—		974,044			25,156			—		—		—		—			3,500		—


Total other property and investments		1,906,253			(262,984	)		262,984		864,515		974,044			25,156			22,368		—		—		16,670			3,500		—

Deferred Charges and Other Assets:
Deferred charges related to income taxes		—			—			—		—		—			—			—		—		—		—			—		—
Prepaid pension costs		—			—			—		—		—			—			—		—		—		—			—		—
Unamortized debt issuance expense		12,189			—			—		2,812		9,377			—			—		—		—		—			—		—
Unamortized loss on reacquired debt		—			—			—		—		—			—			—		—		—		—			—		—
Other		32,607			—			—		6,305		—			20,256			46		—		6,000		—			—		—

Total deferred charges and other assets		44,796			—			—		9,117		9,377			20,256			46		—		6,000		—			—		—

Total Assets	$	2,158,198		$	(263,077	)	$	293,349	$	943,826	$	1,002,615		$	69,173		$	57,176	$	12,835	$	13,755	$	17,764		$	10,414	$	368

A-47

SOUTHERN COMPANY HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATING BALANCE SHEET

FOR THE YEAR ENDED DECEMBER 31, 2003

(in thousands)


	SOUTHERN HOLDINGS Consolidated		Eliminations			SOUTHERN HOLDINGS		SE FINANCE CAPITAL CORP II		CAPITAL FUNDING			SCES LLC		ALABAMA SYNFUEL ENERGY			SYNFUEL SERVICES		ERA		ELECTRO TECHNOLOGIES			SCRS		SERC
Current Liabilities:
Securities due within one year	$	31,179	$	—		$	—	$	27,193	$	—		$	3,986	$	—		$	—	$	—	$	—		$	—	$	—
Notes payable		3,250		—			—		—		—			—		—			—		—		—			3,250		—
Accounts payable —
Affiliated		13,680		—			4		706		31			348		3,910			7,018		5		4			1,291		363
Other		7,178		—			8		1,226		10			5,520		—			—		347		—			67		—
Customer deposits		—		—			—		—		—			—		—			—		—		—			—		—
Accrued taxes —
Income taxes		34,240		—			546		9,071		(5,278	)		568		28,250			897		211		(25	)		—		—
Other		—		—			—		—		—			—		—			—		—		—			—		—
Accrued interest		22,532		(93	)		25		465		21,999			—		8			—		85		—			43		—
Accrued vacation pay		—		—			—		—		—			—		—			—		—		—			—		—
Accrued compensation		2,100		—			—		—		—			2,100		—			—		—		—			—		—
Other		14,549		—			—		—		—			14,549		—			—		—		—			—		—

Total current liabilities		128,708		(93	)		583		38,661		16,762			27,071		32,168			7,915		648		(21	)		4,651		363

Long-term debt		781,732		(7,099	)		—		353,081		400,000			25,151		—			—		7,099		—			3,500		—

Mandatorily redeemable preferred securities		555,486		—			—		—		555,486			—		—			—		—		—			—		—

Deferred Credits and Other Liabilities:
Accumulated deferred income taxes		384,766		—			—		355,919		—			7,397		21,003			—		434		—			13		—
Deferred credits related to income taxes		—		—			—		—		—			—		—			—		—		—			—		—
Accumulated deferred investment tax credits		—		—			—		—		—			—		—			—		—		—			—		—
Employee benefit obligations		1,721		—			—		—		—			1,721		—			—		—		—			—		—
Asset retirement obligations		—		—			—		—		—			—		—			—		—		—			—		—
Other cost of removal obligations		—		—			—		—		—			—		—			—		—		—			—		—
Deferred capacity revenues		—		—			—		—		—			—		—			—		—		—			—		—
Miscelleanous regulatory liabilities		—		—			—		—		—			—		—			—		—		—			—		—
Other		13,026		—			—		—		—			201		12,325			500		—		—			—		—

Total deferred credits and other liabilities		399,513		—			—		355,919		—			9,319		33,328			500		434		—			13		—

Total Liabilities		1,865,439		(7,192	)		583		747,661		972,248			61,541		65,496			8,415		8,181		(21	)		8,164		363

Cumulative preferred stock of subsidiaries		—		—			—		—		—			—		—			—		—		—			—		—

Common stockholders’ equity		292,759		(255,885	)		292,766		196,165		30,367			7,632		(8,320	)		4,420		5,574		17,785			2,250		5

Total Liabilities and Stockholders’ Equity	$	2,158,198	$	(263,077	)	$	293,349	$	943,826	$	1,002,615		$	69,173	$	57,176		$	12,835	$	13,755	$	17,764		$	10,414	$	368

A-48

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, 2003. (File No. 1-3526.)

A-2		Annual Report of ALABAMA on Form 10-K for the year ended December 31, 2003. (File No. 1-3164.)

A-3		Annual Report of GEORGIA on Form 10-K for the year ended December 31, 2003. (File No. 1-6468.)

A-4		Annual Report of GULF on Form 10-K for the year ended December 31, 2003. (File No. 0-2429.)

A-5		Annual Report of MISSISSIPPI on Form 10-K for the year ended December 31, 2003. (File No. 001-11229.)

A-6		Annual Report of SAVANNAH on Form 10-K for the year ended December 31, 2003. (File No. 1-5072.)

A-7		Annual Report of SOUTHERN POWER on Form 10-K for the year ended December 31, 2003. (File No. 333-98553.)

B-1		Composite Certificate of Incorporation of SOUTHERN, reflecting all amendments thereto through January 5, 1994. (Designated in Registration No. 33-3546, as Exhibit 4(a), in Certificate of Notification, File No. 70-7341, as Exhibit A and in Certificate of Notification, File No. 70-8181, as Exhibit A.)

B-2		By-laws of SOUTHERN as amended effective February 17, 2003, and as presently in effect. (Designated in SOUTHERN’s Form 10-Q for the quarter ended June 30, 2003, File No. 1-3526, as Exhibit 3(a)1.)

B-3		Charter of ALABAMA and amendments thereto through February 17, 2004. (Designated in Registration No. 2-59634 as Exhibit 2(b), in Registration No. 2-60209 as Exhibit 2(c), in Registration No. 2-60484 as Exhibit 2(b), in Registration No. 2-70838 as Exhibit 4(a)-2, in Registration No. 2-85987 as Exhibit 4(a)-2, in Registration No. 33-25539 as Exhibit 4(a)-2, in Registration No. 33-43917 as Exhibit 4(a)-2, in Form 8-K dated February 5, 1992, File No. 1-3164, as Exhibit 4(b)-3, in Form 8-K dated July 8, 1992, File No. 1-3164, as Exhibit 4(b)-3, in Form 8-K dated October 27, 1993, File No. 1-3164, as Exhibits 4(a) and 4(b), in Form 8-K dated November 16, 1993, File No. 1-3164, as Exhibit 4(a), in Certificate of Notification, File No. 70-8191, as Exhibit A, in Form 10-K for the year ended December 31, 1997, File No. 1-3164, as Exhibit 3(b)2, in Form 8-K dated August 10, 1998, File No. 1-3164, as Exhibit 4.4, in Form 10-K for the year ended December 31, 2000, File No. 1-3164, as Exhibit 3(b)2, in Form 10-K for the year ended December 31, 2001, File No. 1-3164, as Exhibit 3(b)2, in Form 8-K dated February 5, 2003, File No. 1-3164, as Exhibit 4.4, in ALABAMA’s Form 10Q for the quarter ended March 31, 2003, File No. 1-3164, as Exhibit 3(b)1 and in Form 8-K dated February 5, 2004, File No. 1-3164 as Exhibit 4.4.)

B-4		By-laws of ALABAMA as amended effective April 25, 2003, and as presently in effect. (Designated in Form 10-Q for the quarter ended March 31, 2003, File No. 1-3164, as Exhibit 3(b)2.)

A-49

EXHIBITS.

Exhibits (including reference to previous filings): (Continued)


Exhibit Number		Description of Exhibit

B-5		Charter of GEORGIA and amendments thereto through January 16, 2001. (Designated in Registration No. 2-63392 as Exhibit 2(a)-2, in Registration No. 2-78913 as Exhibits 4(a)-(2) and 4(a)-(3), in Registration No. 2-93039 as Exhibit 4(a)-(2), in Registration No. 2-96810 as Exhibit 4(a)(2), in Registration No. 33-141 as Exhibit 4(a)(2), in Registration No. 33-1359 as Exhibit 4(a)(2), in Registration No. 33-5405 as Exhibit 4(b)(2), in Registration No. 33-14367 as Exhibits 4(b)-2 and 4(b)-3, in Registration No. 33-22504 as Exhibits 4(b)-(2), 4(b)-(3) and 4(b)-(4), in GEORGIA’s Form 10-K for the year ended December 31, 1991, File No. 1-6468, as Exhibits 4(a)(2) and 4(a)(3), in Registration No. 33-48895, as Exhibits 4(b)-(2) and 4(b)-(3), in Form 8-K dated December 10, 1992, File No. 1-6468, as Exhibit 4(b), in Form 8-K dated June 17, 1993, File No. 1-6468, as Exhibit 4(b), in Form 8-K dated October 20, 1993, File No. 1-6468, as Exhibit 4(b), in Form 10-K for the year ended December 31, 1997, File No. 1-6468, as Exhibit 3(c)2 and in Form 10-K for the year ended December 31, 2000, File No. 1-6468, as Exhibit 3(c)2.)

B-6		By-laws of GEORGIA as amended effective February 19, 2003, and as presently in effect. (Designated in GEORGIA’s Form 10-K for the year ended December 31, 2002, File No. 1-6468, as Exhibit 3(c)2.)

B-7		Restated Articles of Incorporation of GULF and amendments thereto through February 9, 2001. (Designated in Registration No. 33-43739 as Exhibit 4(b)-(1), in Form 8-K dated January 15, 1992, File No. 0-2429, as Exhibit 1(b), in Form 8-K dated August 18, 1992, File No. 0-2429, as Exhibit 4(b)-2, in Form 8-K dated September 22, 1993, File No. 0-2429, as Exhibit 4, in Form 8-K dated November 3, 1993, File No. 0-2429, as Exhibit 4, in Form 10-K for the year ended December 31, 1997, File No. 0-2429, as Exhibit 3(d)2 and in Form 10-K for the year ended December 31, 2000, File No. 0-2429, as Exhibit 3(d)2.)

B-8		By-laws of GULF as amended effective July 26, 2002, and as presently in effect. (Designated in Form 10-K for the year ended December 31, 2002, 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 April 2, 2004. (Designated in Registration No. 2-71540 as Exhibit 4(a)-1, in Form U5S for 1987, File No. 30-222-2, as Exhibit B-10, in Registration No. 33-49320 as Exhibit 4(b)-1, in Form 8-K dated August 5, 1992, File No. 0-6849, as Exhibits 4(b)-2 and 4(b)-3 in Form 8-K dated August 4, 1993, File No. 0-6849, as Exhibit 4(b)-3, in Form 8-K dated August 18, 1993, File No. 0-6849, as Exhibit 4(b)-3, in Form 10-K for the year ended December 31, 1997, File No. 0-6849, as Exhibit 3(e)2, in Form 10-K for the year ended December 31, 2000, File No. 0-6849, as Exhibit 3(e)2 and in Form 8-K dated March 3, 2004, File No. 0-6849, as Exhibit 4.6.)

B-10		By-laws of MISSISSIPPI as amended effective February 28, 2001, and as presently in effect. (Designated if Form 10-K for the year ended December 31, 2001, File No. 0-6849, as Exhibit 3(e)2.)

A-50

EXHIBITS.

Exhibits (including reference to previous filings): (Continued)


Exhibit Number		Description of Exhibit

B-11		Charter of SAVANNAH and amendments thereto through December 2, 1998. (Designated in Registration No. 33-25183 as Exhibit 4(b)-(1), in Registration No. 33-45757 as Exhibit 4(b)-(2), in Form 8-K dated November 9, 1993, File No. 1-5072 as Exhibit 4(b) and in Form 10-K for the year ended December 31, 1998, File No. 1-5072, as Exhibit 3(f)2.)

B-12		By-laws of SAVANNAH as amended effective May 17, 2000, and as presently in effect. (Designated in SAVANNAH’s Form 10-K for the year ended December 31, 2000, File No. 1-5072, as Exhibit 3(f)2.)

B-13		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-14		SCS By-laws as amended to date, last amended October 19, 1998. (Designated in Form U5S for 1998, File No. 30-222-2, as Exhibit B-16.)

B-15		Amended and Restated Articles of Incorporation of MESH dated February 7, 2000. (Designated in Form U5S for 2001, File No. 30-222-2, as Exhibit B-15.)

B-16		By-laws of MESH. (Designated in Form U5S for 1995, File No. 30-222-2, as Exhibit B-24.)

B-17		Articles of Incorporation of Southern Management Development, Inc. and amendments thereto through March 6, 2001. (Designated in Form U5S for 1985, File No. 30-222-2, as Exhibit B-23 , in Form U5S for 1987, File No. 30-222-2, as Exhibit B-27, in Form U5S for 1993, File No. 30-222-2, as Exhibit B-25 and in Form U5S for 2001, File No. 30-222-2, as Exhibit B-18.)

B-18		Amended and Restated By-laws of Southern Management Development, Inc. effective March 5, 2001. (Designated in Form U5S for 2001, File No. 30-222-2, as Exhibit B-19.)

B-19		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-20		By-laws of SOUTHERN NUCLEAR as amended to date, last amended May 21, 1991. (Designated in Form U5S for 1991, File No. 30-222-2, as Exhibit B-27 and in Form U5S for 1997, File No. 30-222-2, as Exhibit B-28.)

B-21		Certificate of Incorporation of SERC. (Designated in Form U5S for 1993, File No. 30-222-2, as Exhibit B-30.)

B-22		By-laws of SERC. (Designated in Form U5S for 1993, File No. 30-222-2, as Exhibit B-31.)

B-23		Certificate of Incorporation of Southern LINC. (Designated in Form U5S for 1994, File No. 30-222-2, as Exhibit B-31.)

A-51

EXHIBITS.

Exhibits (including reference to previous filings): (Continued)


Exhibit Number		Description of Exhibit

B-24		By-laws of Southern LINC. (Designated in Form U5S for 1994, File No. 30-222-2, as Exhibit B-32.)

B-25		Certificate of Incorporation of Southern Telecom, Inc. as amended through February 17, 1998. (Designated in Form U5S for 2001, File No. 30-222-2, as Exhibit B-26.)

B-26		By-Laws of Southern Telecom, Inc. (Designated in Form U5S for 2001, File No. 30-222-2, as Exhibit B-50.)

B-27		Certificate of Incorporation of Southern Company Funding Corporation dated January 17, 2001. (Designated in Form U5S for 2001, File No. 30-222-2, as Exhibit B-28.)

B-28		By-Laws of Southern Company Funding Corporation effective January 17, 2001. (Designated in Form U5S for 2001, File No. 30-222-2, as Exhibit B-29.)

B-29		Certificate of Incorporation of Southern Company Holdings, Inc. as amended through March 6, 2001. (Designated in Form U5S for 2001, File No. 30-222-2, as Exhibit B-30.)

B-30		By-Laws of Southern Company Holdings, Inc. effective March 5, 2001. (Designated in Form U5S for 2001, File No. 30-222-2, as Exhibit B-31.)

B-31		Certificate of Incorporation of Southern Information Holding Company, Inc. as amended through February 17, 1998. (Designated in Form U5S for 2001, File No. 30-222-2, as Exhibit B-32.)

B-32		By-Laws of Southern Information Holding Company, Inc. effective September 9, 1996. (Designated in Form U5S for 2001, File No. 30-222-2, as Exhibit B-33.)

B-33		Certificate of Incorporation of Southern Power Company dated January 8, 2001. (Designated in Registration No. 333-98553 as Exhibit 3.1.)

B-34		By-Laws of Southern Power Company effective January 8, 2001. (Designated in Registration No. 333-98553 as Exhibit 3.2.)

C-1		Subordinated Note Indenture dated as of February 1, 1997, among SOUTHERN, Southern Company Capital Funding, Inc. and Deutsche Bank Trust Company Americas (formerly Bankers Trust Company), as Trustee, and indentures supplemental thereto dated as of February 4, 1997. (Designated in Registration Nos. 333-28349 as Exhibits 4.1 and 4.2 and 333-28355 as Exhibit 4.2.)

C-2		Subordinated Note Indenture dated as of June 1, 1997, among SOUTHERN, Southern Company Capital Funding, Inc. and Deutsche Bank Trust Company Americas (formerly Bankers Trust Company), as Trustee, and indentures supplemental thereto through of July 31, 2002. (Designated in Form 10-K for the year ended December 31, 1997, File No. 1-3526, as Exhibit 4(a)2, in Form 8-K dated June 18, 1998, File No. 1-3526, as Exhibit 4.2, in Form 8-K dated December 18, 1998, File No. 1-3526, as Exhibit 4.4 and in Form 8-K dated July 24, 2002, File No. 1-3526, as Exhibit 4.4.)

A-52

EXHIBITS.

Exhibits (including reference to previous filings): (Continued)


Exhibit Number		Description of Exhibit

C-3		Senior Note Indenture dated as of February 1, 2002, among SOUTHERN, Southern Company Capital Funding, Inc. and The Bank of New York, as Trustee, and indentures supplemental thereto through those dated February 1, 2002. (Designated in Form 8-K dated January 29, 2002, File No. 1-3526, as Exhibits 4.1 and 4.2 and in Form 8-K dated January 30, 2002, File No. 1-3526, as Exhibit 4.2.)

C-4		Indenture dated as of January 1, 1942, between ALABAMA and JPMorgan Chase Bank (formerly The Chase Manhattan Bank), as Trustee, and indentures supplemental thereto through December 1, 1994. (Designated in Registration Nos. 2-59843 as Exhibit 2(a)-2, 2-60484 as Exhibits 2(a)-3 and 2(a)-4, 2-60716 as Exhibit 2(c), 2-67574 as Exhibit 2(c), 2-68687 as Exhibit 2(c), 2-69599 as Exhibit 4(a)-2, 2-71364 as Exhibit 4(a)-2, 2-73727 as Exhibit 4(a)-2, 33-5079 as Exhibit 4(a)-2, 33-17083 as Exhibit 4(a)-2, 33-22090 as Exhibit 4(a)-2, in ALABAMA’s Form 10-K for the year ended December 31, 1990, File No. 1-3164, as Exhibit 4(c), in Registration Nos. 33-43917 as Exhibit 4(a)-2, 33-45492 as Exhibit 4(a)-2, 33-48885 as Exhibit 4(a)-2, 33-48917 as Exhibit 4(a)-2, in Form 8-K dated January 20, 1993, File No. 1-3436, as Exhibit 4(a)-3, in Form 8-K dated February 17, 1993, File No. 1-3436, as Exhibit 4(a)-3, in Form 8-K dated March 10, 1993, File No. 1-3436, as Exhibit 4(a)-3, in Certificate of Notification, File No. 70-8069, as Exhibits A and B, in Form 8-K dated June 24, 1993, File No. 1-3436, as Exhibit 4, in Certificate of Notification, File No. 70-8069, as Exhibit A, in Form 8-K dated November 16, 1993, File No. 1-3436, as Exhibit 4(b), in Certificate of Notification, File No. 70-8069, as Exhibits A and B, in Certificate of Notification, File No. 70-8069, as Exhibit A, in Certificate of Notification, File No. 70-8069, as Exhibit A and in Form 8-K dated November 30, 1994, File No. 1-3436, as Exhibit 4.)

C-5		Subordinated Note Indenture dated as of January 1, 1996, between ALABAMA and JPMorgan Chase Bank (formerly The Chase Manhattan Bank), as Trustee, and indenture supplemental thereto dated as of January 1, 1996. (Designated in Certificate of Notification, File No. 70-8461, as Exhibits E and F.)

C-6		Satisfaction and Discharge of Subordinated Note Indenture dated as of April 30, 2003 by JPMorgan Chase Bank, as Trustee, to Alabama Power related to discharging Alabama Power’s Subordinated Note Indenture dated as of January 1, 1996, between Alabama Power and JPMorgan Chase Bank (formerly The Chase Manhattan Bank), as Trustee, and indenture supplemental thereto dated as of January 1, 1996. (Designated in Form 10-K for the year ended December 31, 2003, File No. 1-3164, as Exhibit 4(b)3.)

C-7		Subordinated Note Indenture dated as of January 1, 1997, between ALABAMA and JPMorgan Chase Bank (formerly The Chase Manhattan Bank), as Trustee, and indentures supplemental thereto through October 2, 2002. (Designated in Form 8-K dated January 9, 1997, File No. 1-3164, as Exhibits 4.1 and 4.2, in Form 8-K dated February 18, 1999, File No. 1-3164, as Exhibit 4.2 and in Form 8-K dated September 26, 2002, File No.1-3164, as Exhibits 4.9-A and 4.9-B.)

C-8		Senior Note Indenture dated as of December 1, 1997, between ALABAMA and JPMorgan Chase Bank (formerly The Chase Manhattan Bank), as Trustee, and indentures supplemental thereto through February 17, 2004. (Designated in Form 8-K dated December 4, 1997, File No. 1-3164, as Exhibits 4.1 and 4.2, in Form 8-K dated February 20, 1998, File No. 1-3164, as Exhibit 4.2, in Form 8-K dated

A-53

EXHIBITS.

Exhibits (including reference to previous filings): (Continued)


Exhibit Number		Description of Exhibit

		April 17, 1998, File No. 1-3164, as Exhibit 4.2, in Form 8-K dated August 11, 1998, File No. 1-3164, as Exhibit 4.2, inForm 8-K dated September 8, 1998, File No. 1-3164, as Exhibit 4.2, in Form8-K dated September 16, 1998, File No. 1-3164, as Exhibit 4.2, in Form 8-K dated October 7, 1998, File No. 1-3164, as Exhibit 4.2, in Form 8-K dated October 28, 1998, File No. 1-3164, as Exhibit 4.2, in Form 8-K dated November 12, 1998, File No. 1-3164, as Exhibit 4.2, in Form 8-K dated May 19, 1999, File No. 1-3164, as Exhibit 4.2, in Form 8-K dated August 13, 1999, File No. 1-3164, as Exhibit 4.2, in Form 8-K dated September 21, 1999, File No. 1-3164, as Exhibit 4.2, in Form 8-K dated May 11, 2000, File No. 1-3164, as Exhibit 4.2, in Form 8-K dated August 22, 2001, File No. 1-3164, as Exhibits 4.2(a) and 4.2(b), in Form 8-K dated June 21, 2002, File No. 1-3164, as Exhibit 4.2(a), in Form 8-K dated October 16, 2002, File No. 1-3164, as Exhibit 4.2(a), in Form 8-K dated November 20, 2002, File No. 1-3164, as Exhibit 4.2(a), in Form 8-K dated December 6, 2002, File No. 1-3164, as Exhibit 4.2, in Form 8-K dated February 11, 2003, File No. 1-3164, as Exhibits 4.2(a) and 4.2(b), in Form 8-K dated March 12, 2003, File No. 1-3164, as Exhibit 4.2 and in Form 8-K dated April 15, 2003 as Exhibit 4.2(a).)

C-9		Subordinated Note Indenture dated as of August 1, 1996, between GEORGIA and JPMorgan Chase Bank (formerly The Chase Manhattan Bank), as Trustee, and indentures supplemental thereto through January 1, 1997. (Designated in Form 8-K dated August 21, 1996, File No. 1-6468, as Exhibits 4.1 and 4.2 and in Form 8-K dated January 9, 1997, File No. 1-6468, as Exhibit 4.2.)

C-10		Subordinated Note Indenture dated as of June 1, 1997, between GEORGIA and JPMorgan Chase Bank (formerly The Chase Manhattan Bank), as Trustee, and indentures supplemental thereto through January 23, 2004. (Designated in Certificate of Notification, File No. 70-8461, as Exhibits D and E, in Form 8-K dated February 17, 1999, File No. 1-6468, as Exhibit 4.4, in Form 8-K dated June 13, 2002, File No. 1-6468, as Exhibit 4.4, in Form 8-K dated October 30, 2002, File No. 1-6468, as Exhibit 4.4 and in Form 8-K dated January 15, 2004, File No. 1-6468, as Exhibit 4.4.)

C-11		Senior Note Indenture dated as of January 1, 1998, between GEORGIA and JPMorgan Chase Bank (formerly The Chase Manhattan Bank), as Trustee, and indentures supplemental thereto through February 17, 2004. (Designated in Form 8-K dated January 21, 1998, File No. 1-6468, as Exhibits 4.1 and 4.2, in Forms 8-K each dated November 19, 1998, File No. 1-6468, as Exhibit 4.2, in Form 8-K dated March 3, 1999, File No. 1-6468, as Exhibit 4.5, in Form 8-K dated February 15, 2000, File No. 1-6468 as Exhibit 4.2, in Form 8-K dated January 26, 2001, File No. 1-6468, as Exhibits 4.2(a) and 4.2(b), in Form 8-K dated February 16, 2001, File No. 1-6469 as Exhibit 4.2, in Form 8-K dated May 1, 2001, File No. 1-6468, as Exhibit 4.2, in Form 8-K dated June 27, 2002, File No. 1-6468, as Exhibit 4.2, in Form 8-K dated November 15, 2002, File No. 1-6468, as Exhibit 4.2, in Form 8-K dated February 13, 2003, File No. 1-6468, as Exhibit 4.2, in Form 8-K dated February 21, 2003, File No. 1-6468, as Exhibit 4.2, in Form 8-K dated April 10, 2003, File No. 1-6468, as Exhibits 4.1, 4.2 and 4.3, in Form 8-K dated September 8, 2003, File No. 1-6468, as Exhibit 4.1, in Form 8-K dated September 23, 2003, File No. 1-6468, as Exhibit 4.1, in Form 8-K dated January 12, 2004, File No. 1-6468, as Exhibits 4.1 and 4.2 and in Form 8-K dated February 12, 2004, File No. 1-6468, as Exhibit 4.1.)

A-54

EXHIBITS.

Exhibits (including reference to previous filings): (Continued)


Exhibit Number		Description of Exhibit

C-12		Indenture dated as of September 1, 1941, between GULF and JPMorgan Chase Bank (formerly The Chase Manhattan Bank), as Trustee, and indentures supplemental thereto through November 1, 1996. (Designated in Registration Nos. 2-4833 as Exhibit B-3, 2-62319 as Exhibit 2(a)-3, 2-63765 as Exhibit 2(a)-3, 2-66260 as Exhibit 2(a)-3, 33-2809 as Exhibit 4(a)-2, 33-43739 as Exhibit 4(a)-2, in GULF’s Form 10-K for the year ended December 31, 1991, File No. 0-2429, as Exhibit 4(b), in Form 8-K dated August 18, 1992, File No. 0-2429, as Exhibit 4(a)-3, in Registration No. 33-50165 as Exhibit 4(a)-2, in Form 8-K dated July 12, 1993, File No. 0-2429, as Exhibit 4, in Certificate of Notification, File No. 70-8229, as Exhibit A, in Certificate of Notification, File No. 70-8229, as Exhibits E and F, in Form 8-K dated January 17, 1996, File No. 0-2429, as Exhibit 4, in Certificate of Notification, File No. 70-8229, as Exhibit A, in Certificate of Notification, File No. 70-8229, as Exhibit A and in Form 8-K dated November 6, 1996, File No. 0-2429, as Exhibit 4.)

C-13		Subordinated Note Indenture dated as of January 1, 1997, between GULF and JPMorgan Chase Bank (formerly The Chase Manhattan Bank), as Trustee, and indentures supplemental thereto through December 13, 2002. (Designated in Form 8-K dated January 27, 1997, File No. 0-2429, as Exhibits 4.1 and 4.2, in Form 8-K dated July 28, 1997, File No. 0-2429, as Exhibit 4.2, in Form 8-K dated January 13, 1998, File No. 0-2429, as Exhibit 4.2, in Form 8-K dated November 8, 2001, File No. 0-2429, as Exhibit 4.2 and in Form 8-K dated December 5, 2002, File No. 0-2429, as Exhibit 4.2.)

C-14		Senior Note Indenture dated as of January 1, 1998, between GULF and JPMorgan Chase Bank (formerly The Chase Manhattan Bank), as Trustee, and indentures supplemental thereto dated as of April 13, 2004. (Designated in Form 8-K dated June 17, 1998, File No. 0-2429, as Exhibits 4.1 and 4.2, in Form 8-K dated August 17, 1999, File No. 0-2429 as Exhibit 4.2, in Form 8-K dated July 31, 2001, File No. 0-2429, as Exhibit 4.2, in Form 8-K dated October 5, 2001, File No. 0-2429, as Exhibit 4.2, in Form 8-K dated January 18, 2002, File No. 0-2429, as Exhibit 4.2, in Form 8-K dated March 21, 2003, File No. 0-2429, as Exhibit 4.2, in Form 8-K dated July 10, 2003, File No. 0-2429, as Exhibits 4.1 and 4.2, in Form 8-K dated September 5, 2003, File No. 0-2429, as Exhibit 4.1 and in Form 8-K dated April 6, 2004, File No. 0-2429, as Exhibit 4.1.)

C-15		Indenture dated as of September 1, 1941, between MISSISSIPPI and Deutsche Bank Trust Company Americas (formerly Bankers Trust Company), as Successor Trustee, and indentures supplemental thereto through December 1, 1995. (Designated in Registration Nos. 2-4834 as Exhibit B-3, 2-62965 as Exhibit 2(b)-2, 2-66845 as Exhibit 2(b)-2, 2-71537 as Exhibit 4(a)-(2), 33-5414 as Exhibit 4(a)-(2), 33-39833 as Exhibit 4(a)-2, in MISSISSIPPI’s Form 10-K for the year ended December 31, 1991, File No. 0-6849, as Exhibit 4(b), in Form 8-K dated August 5, 1992, File No. 0-6849, as Exhibit 4(a)-2, in Second Certificate of Notification, File No. 70-7941, as Exhibit I, in MISSISSIPPI’s Form 8-K dated February 26, 1993, File No. 0-6849, as Exhibit 4(a)-2, in Certificate of Notification, File No. 70-8127, as Exhibit A, in Form 8-K dated June 22, 1993, File No. 0-6849, as Exhibit 1, in Certificate of Notification, File No. 70-8127, as Exhibit A, in Form 8-K dated March 8, 1994, File No. 0-6849, as Exhibit 4, in Certificate of Notification, File No. 70-8127, as Exhibit C and in Form 8-K dated December 5, 1995, File No. 0-6849, as Exhibit 4.)

A-55

EXHIBITS.

Exhibits (including reference to previous filings): (Continued)


Exhibit Number		Description of Exhibit

C-16		Subordinated Note Indenture dated as of February 1, 1997, between MISSISSIPPI and Deutsche Bank Trust Company Americas (formerly Bankers Trust Company), as Trustee, and indentures supplemental thereto through March 22, 2002. (Designated in Form 8-K dated February 20, 1997, File No. 0-6849, as Exhibits 4.1 and 4.2 and in Form 8-K dated March 15, 2002, File No. 0-6849, as Exhibit 4.2.)

C-17		Senior Note Indenture dated as of May 1, 1998 between MISSISSIPPI and Deutsche Bank Trust Company Americas (formerly Bankers Trust Company), as Trustee and indentures supplemental thereto through March 9, 2004. (Designated in Form 8-K dated May 14, 1998, File No. 0-6849, as Exhibits 4.1, 4.2(a) and 4.2(b), in Form 8-K dated March 22, 2000, File No. 0-6849, as Exhibit 4.2, in Form 8-K dated March 12, 2002, File No. 0-6849, as Exhibit 4.2, in Form 8-K dated April 24, 2003, File No. 001-11229, as Exhibit 4.2 and in Form 8-K dated March 3, 2004, File No. 001-11229, as Exhibit 4.2.)

C-18		Indenture dated as of March 1, 1945, between SAVANNAH and The Bank of New York, as Trustee, and indentures supplemental thereto through May 1, 1996. (Designated in Registration Nos. 33-25183 as Exhibit 4(a)-(1), 33-41496 as Exhibit 4(a)-(2), 33-45757 as Exhibit 4(a)-(2), in SAVANNAH’s Form 10-K for the year ended December 31, 1991, File No. 1-5072, as Exhibit 4(b), in Form 8-K dated July 8, 1992, File No. 1-5072, as Exhibit 4(a)-3, in Registration No. 33-50587 as Exhibit 4(a)-(2), in Form 8-K dated July 22, 1993, File No. 1-5072, as Exhibit 4, in Form 8-K dated May 18, 1995, File No. 1-5072, as Exhibit 4 and in Form 8-K dated May 23, 1996, File No. 1-5072, as Exhibit 4.)

C-19		Subordinated Note Indenture dated as of December 1, 1998, between SAVANNAH and The Bank of New York, as Trustee, and indenture supplemental thereto dated as of December 9, 1998. (Designated in Form 8-K dated December 3, 1998, File No. 1-5072, as Exhibit 4.3 and 4.4.)

C-20		Senior Note Indenture dated as of March 1, 1998 between SAVANNAH and The Bank of New York, as Trustee and indentures supplemental thereto through December 17, 2003. (Designated in Form 8-K dated March 9, 1998, File No. 1-5072, as Exhibits 4.1 and 4.2, in Form 8-K dated May 8, 2001, File No. 1-5072, as Exhibits 4.2(a) and 4.2(b), in Form 8-K dated November 4, 2002, File No. 1-5072, as Exhibit 4.2 and in Form 8-K dated December 10, 2003, File No. 1-5072, as Exhibits 4.1 and 4.2.)

C-21		Indenture dated as of June 1, 2002, between SOUTHERN POWER and The Bank of New York, as Trustee, and indenture supplemental thereto dated as of July 8, 2003. (Designated in Registration No. 333-98553 as Exhibits 4.1 and 4.2 and in Southern Power’s Form 10-Q for the quarter ended June 30, 2003, File No. 333-98553, as Exhibit 4(g)1.)

A-56

EXHIBITS.

Exhibits (including reference to previous filings): (Continued)


Exhibit Number		Description of Exhibit

D-1		Income Tax Allocation Agreement and Amendments 1 through 110 thereto. (Designated in Form U5S for 1981, File No. 30-222-2, as Exhibit A-21, in Form U5S for 1982, File No. 30-222-2, as Exhibit A-22(b), in Form U5S for 1982, File No. 30-222-2, as Exhibit A-22(c), in Form U5S for 1983, File No. 30-222-2, as Exhibit D-1(d), in Form U5S for 1985, File No. 30-222-2, as Exhibit D-1(e), in Amendment No. 1 to Form U5S for 1985, File No. 30-222-2, as Exhibit D-1(f) in Form U5S for 1987, File No. 30-222-2, as Exhibit D-2, in Form U5S for 1991, File No. 30-222-2, as Exhibit D-2 and in Form U5S for 1992, File No. 30-222-2, as Exhibit D-2, in Form U5S for 1991, File No. 30-222-2, as Exhibit D-2, in Form U5S for 1994, File No. 30-222-2, as Exhibit D-2 and in Form U5S for 1995, File No. 30-222-2, as Exhibit D-2, as Exhibit D-2, in Form U5S for 1994, File No. 30-222-2, as Exhibit D-2, in Form U5S for 1996, File No. 30-222-2, as Exhibit D-2, in Form U5S for 1997, File No. 30-222-2, as Exhibit D-2, in Form U5S for 1998, File No. 30-222-2, as Exhibit D-2, in Form U5S for 1999, File No. 30-222-2, as Exhibit D-2, in Form U5S for 2000, File No. 30-222-2, as Exhibit D-2, in Form U5S for 2001, File No. 30-222-2, as Exhibit D-2 and in Form U5S for 2002, File No. 30-222-2, as Exhibit D-2.)

D-2		Amendment 111 to Income Tax Allocation Agreement.

D-3		Statement of the Effects to the Companies Party to the Southern Company Income Tax Allocation Agreement after the Spin-Off of Mirant Corporation. (Designated in Form U5S for 2002, File No. 30-222-2 as Exhibit No. D-3.)

A-57

EXHIBITS.

Exhibits (including reference to previous filings): (Continued)


Exhibit Number		Description of Exhibit

E-1		ALABAMA’s, GEORGIA’s, GULF’s, MISSISSIPPI’s, SCS’s and SOUTHERN NUCLEAR’s personnel policies pertaining to employee loans. (Designated in Form U5S for 1985, File No. 30-222-2, as Exhibits E-1, E-2, E-3, E-4 and E-5, in Form U5S, File No. 30-222-2, for 1987 as Exhibit E-2, in Form U5S for 1990, File No. 30-222-2, as Exhibit E-2, in Form U5S for 1991, File No. 30-222-2, as Exhibits E-2 and E-3 , in Form U5S for 1992, File No. 30-222-2, as Exhibit E-2 in Form U5S for 1993, File No. 30-222-2, as Exhibit E-2, in Form U5S for 1991, File No. 30-222-2, as Exhibit D-2, in Form U5S for 1994, File No. 30-222-2, as Exhibit E-2, in Form U5S for 1995, File No. 30-222-2, as Exhibit E-2, in Form U5S for 1997, File No. 30-222-2, as Exhibit E-2 and in Form U5S for 2001, File No. 30-222-2, as Exhibit E-2.)

H		Organizational chart.

I		Financial statements relating to certain exempt wholesale generators and foreign utility companies.

J		Consent of Deloitte & Touche LLP.

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-58

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.

A-59