-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WiJgNO8XQYV9rbgXkQlq9TxGjmK9XI2y6dgiZd58bdB/cO+TaeUcogu8lA26uZ7c fXKG5wkQi5WTA/xW/Wz9yQ== 0000092122-02-000078.txt : 20021113 0000092122-02-000078.hdr.sgml : 20021113 20021113152734 ACCESSION NUMBER: 0000092122-02-000078 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20020930 FILED AS OF DATE: 20021113 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SAVANNAH ELECTRIC & POWER CO CENTRAL INDEX KEY: 0000086940 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 580418070 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-05072 FILM NUMBER: 02819811 BUSINESS ADDRESS: STREET 1: 600 BAY ST EAST CITY: SAVANNAH STATE: GA ZIP: 31401 BUSINESS PHONE: 9122327171 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MISSISSIPPI POWER CO CENTRAL INDEX KEY: 0000066904 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 640205820 STATE OF INCORPORATION: MS FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-11229 FILM NUMBER: 02819812 BUSINESS ADDRESS: STREET 1: 2992 W BEACH CITY: GULFPORT STATE: MS ZIP: 39501 BUSINESS PHONE: 2288641211 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GEORGIA POWER CO CENTRAL INDEX KEY: 0000041091 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 580257110 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-06468 FILM NUMBER: 02819814 BUSINESS ADDRESS: STREET 1: 241 RALPH MCGILL BOULEVARD CITY: ATLANTA STATE: GA ZIP: 30308 BUSINESS PHONE: 4045066526 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALABAMA POWER CO CENTRAL INDEX KEY: 0000003153 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 630004250 STATE OF INCORPORATION: AL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-03164 FILM NUMBER: 02819815 BUSINESS ADDRESS: STREET 1: 600 N 18TH ST STREET 2: P O BOX 2641 CITY: BIRMINGHAM STATE: AL ZIP: 35291 BUSINESS PHONE: 2052571000 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SOUTHERN CO CENTRAL INDEX KEY: 0000092122 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 580690070 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-03526 FILM NUMBER: 02819809 BUSINESS ADDRESS: STREET 1: 270 PEACHTREE ST CITY: ATLANTA STATE: GA ZIP: 30303 BUSINESS PHONE: 4045065000 MAIL ADDRESS: STREET 1: 270 PEACHTREE STREET CITY: ATLANTA STATE: GA ZIP: 30303 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SOUTHERN POWER CO CENTRAL INDEX KEY: 0001160661 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 582598670 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 333-98553 FILM NUMBER: 02819810 BUSINESS ADDRESS: STREET 1: 600 N 18TH ST. CITY: BIRMINGHAM STATE: AL ZIP: 35291 BUSINESS PHONE: 4045067146 MAIL ADDRESS: STREET 1: 241 RALPH MCGILL BLVD STREET 2: NE BIN 10116 CITY: ATLANTA STATE: GA ZIP: 30308 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GULF POWER CO CENTRAL INDEX KEY: 0000044545 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 590276810 STATE OF INCORPORATION: ME FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-02429 FILM NUMBER: 02819813 BUSINESS ADDRESS: STREET 1: ONE ENERGY PLACE CITY: PENSACOLA STATE: FL ZIP: 32520-0102 BUSINESS PHONE: 8504446111 MAIL ADDRESS: STREET 1: ONE ENERGY PLACE CITY: PENSACOLA STATE: FL ZIP: 32520-0102 10-Q 1 sept10q.txt SOUTHERN COMPANY FORM 10-Q SEPTEMBER 30, 2002 =============================================================================== UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------- FORM 10-Q (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarter Ended September 30, 2002 OR ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from _____to_____ Commission Registrant, State of Incorporation, I.R.S. Employer File Number Address and Telephone Number Identification No. - ----------- ------------------------------------- ------------------ 1-3526 The Southern Company 58-0690070 (A Delaware Corporation) 270 Peachtree Street, N.W. Atlanta, Georgia 30303 (404) 506-5000 1-3164 Alabama Power Company 63-0004250 (An Alabama Corporation) 600 North 18th Street Birmingham, Alabama 35291 (205) 257-1000 1-6468 Georgia Power Company 58-0257110 (A Georgia Corporation) 241 Ralph McGill Boulevard, N.E. Atlanta, Georgia 30308 (404) 506-6526 0-2429 Gulf Power Company 59-0276810 (A Maine Corporation) One Energy Place Pensacola, Florida 32520 (850) 444-6111 001-11229 Mississippi Power Company 64-0205820 (A Mississippi Corporation) 2992 West Beach Gulfport, Mississippi 39501 (228) 864-1211 1-5072 Savannah Electric and Power Company 58-0418070 (A Georgia Corporation) 600 East Bay Street Savannah, Georgia 31401 (912) 644-7171 333-98553 Southern Power Company 58-2598670 (A Delaware Corporation) 270 Peachtree Street, N.W. Atlanta, Georgia 30303 (404) 506-5000 ================ ========================================= ==================== Indicate by check mark whether the registrants (1) have filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrants were required to file such reports), and (2) have been subject to such filing requirements for the past 90 days, except for Southern Power Company which has been subject to such filing requirements since October 1, 2002. Yes X No____
Description of Shares Outstanding Registrant Common Stock at October 31, 2002 - ----------- ------------- ------------------- The Southern Company Par Value $5 Per Share 713,478,436 Alabama Power Company Par Value $40 Per Share 6,000,000 Georgia Power Company No Par Value 7,761,500 Gulf Power Company No Par Value 992,717 Mississippi Power Company Without Par Value 1,121,000 Savannah Electric and Power Company Par Value $5 Per Share 10,844,635 Southern Power Company Par Value $0.01 Per Share 1,000
This combined Form 10-Q is separately filed by The Southern Company, Alabama Power Company, Georgia Power Company, Gulf Power Company, Mississippi Power Company, Savannah Electric and Power Company and Southern Power Company. Information contained herein relating to any individual company is filed by such company on its own behalf. Each company makes no representation as to information relating to the other companies.
INDEX TO QUARTERLY REPORT ON FORM 10-Q September 30, 2002 Page Number DEFINITIONS............................................................................................................... 5 PART I - FINANCIAL INFORMATION Item 1. Financial Statements (Unaudited) Item 2. Management's Discussion and Analysis of Results of Operations and Financial Condition The Southern Company and Subsidiary Companies Condensed Consolidated Statements of Income........................................................ 8 Condensed Consolidated Statements of Cash Flows.................................................... 9 Condensed Consolidated Balance Sheets.............................................................. 10 Condensed Consolidated Statements of Comprehensive Income and Accumulated Other Comprehensive Income......................................................... 12 Management's Discussion and Analysis of Results of Operations and Financial Condition.............. 13 Alabama Power Company Condensed Statements of Income..................................................................... 26 Condensed Statements of Cash Flows................................................................. 27 Condensed Balance Sheets........................................................................... 28 Condensed Statements of Comprehensive Income and Accumulated Other Comprehensive Income......................................................... 30 Management's Discussion and Analysis of Results of Operations and Financial Condition.............. 31 Georgia Power Company Condensed Statements of Income..................................................................... 40 Condensed Statements of Cash Flows................................................................. 41 Condensed Balance Sheets........................................................................... 42 Condensed Statements of Comprehensive Income and Accumulated Other Comprehensive Income......................................................... 44 Management's Discussion and Analysis of Results of Operations and Financial Condition.............. 45 Gulf Power Company Condensed Statements of Income..................................................................... 54 Condensed Statements of Cash Flows................................................................. 55 Condensed Balance Sheets........................................................................... 56 Management's Discussion and Analysis of Results of Operations and Financial Condition.............. 58 Mississippi Power Company Condensed Statements of Income..................................................................... 66 Condensed Statements of Cash Flows................................................................. 67 Condensed Balance Sheets........................................................................... 68 Management's Discussion and Analysis of Results of Operations and Financial Condition.............. 70 Savannah Electric and Power Company Condensed Statements of Income..................................................................... 79 Condensed Statements of Cash Flows................................................................. 80 Condensed Balance Sheets........................................................................... 81 Management's Discussion and Analysis of Results of Operations and Financial Condition.............. 83 Southern Power Company Condensed Statements of Income..................................................................... 91 Condensed Statements of Cash Flows................................................................. 92 Condensed Balance Sheets........................................................................... 93 Condensed Statements of Comprehensive Income and Accumulated Other Comprehensive Income......................................................... 95 Management's Discussion and Analysis of Results of Operations and Financial Condition.............. 96 Notes to the Condensed Financial Statements........................................................... 105 Item 3. Quantitative and Qualitative Disclosures about Market Risk............................................ 24 Item 4. Controls and Procedures............................................................................... 24
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INDEX TO QUARTERLY REPORT ON FORM 10-Q September 30, 2002 Page Number PART II - OTHER INFORMATION Item 1. Legal Proceedings......................................................................................... 113 Item 2. Changes in Securities and Use of Proceeds................................................................. Inapplicable Item 3. Defaults Upon Senior Securities........................................................................... Inapplicable Item 4. Submission of Matters to a Vote of Security Holders....................................................... Inapplicable Item 5. Other Information......................................................................................... Inapplicable Item 6. Exhibits and Reports on Form 8-K.......................................................................... 113 Signatures and Certifications............................................................................. 114
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DEFINITIONS TERM MEANING ALABAMA..................................... Alabama Power Company Clean Air Act .............................. Clean Air Act Amendments of 1990 ECO Plan.................................... Environmental Compliance Overview Plan Energy Act.................................. Energy Policy Act of 1992 EPA......................................... U. S. Environmental Protection Agency FASB........................................ Financial Accounting Standards Board FERC........................................ Federal Energy Regulatory Commission Form 10-K................................... Combined Annual Report on Form 10-K of SOUTHERN, ALABAMA, GEORGIA, GULF, MISSISSIPPI and SAVANNAH for the year ended December 31, 2001 GEORGIA..................................... Georgia Power Company GULF........................................ Gulf Power Company ISA......................................... Independent System Administrator Mirant...................................... Mirant Corporation MISSISSIPPI................................. Mississippi Power Company Mobile Energy............................... Mobile Energy Services Company, L.L.C. and Mobile Energy Services Holdings, Inc. Moody's..................................... Moody's Investors Service, Inc. operating companies......................... ALABAMA, GEORGIA, GULF, MISSISSIPPI and SAVANNAH PEP......................................... Performance Evaluation Plan PPA......................................... Purchase Power Agreement PSC......................................... Public Service Commission RTO......................................... Regional Transmission Organization S&P......................................... Standard and Poor's Ratings Services, a division of The McGraw Hill Companies SAVANNAH.................................... Savannah Electric and Power Company SCS......................................... Southern Company Services, Inc. SEC......................................... Securities and Exchange Commission SeTrans..................................... A proposed regional transmission organization consisting of eleven public and private companies, including SOUTHERN, located in eight southeastern states SOUTHERN.................................... The Southern Company Southern Gas................................ Southern Company Gas LLC SOUTHERN POWER.............................. Southern Power Company Southern Power Prospectus................... SOUTHERN POWER's prospectus filed with the SEC on October 1, 2002 pursuant to Rule 424(b) under the Securities Act of 1933, with respect to SOUTHERN POWER's registration statement on Form S-4 (Registration No. 333-98553) SOUTHERN system............................. SOUTHERN, the operating companies, SOUTHERN POWER and other subsidiaries Super Southeast............................. SOUTHERN's traditional service territory, Alabama, Florida, Georgia and Mississippi plus the surrounding states of Kentucky, Louisiana, North Carolina, South Carolina, Tennessee and Virginia TVA......................................... Tennessee Valley Authority
5 CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION This Quarterly Report on Form 10-Q contains forward-looking and historical information. In some cases, forward-looking statements can be identified by terminology such as "may," "would," "will," "could," "should," "expects," "plans," "anticipates," "believes," "estimates," "projects," "predicts," "potential" or "continue" or the negative of these terms or other comparable terminology. SOUTHERN cautions that there are various important factors that could cause actual results to differ materially from those indicated in the forward-looking statements; accordingly, there can be no assurance that such indicated results will be realized. These factors include the impact of recent and future federal and state regulatory change, including legislative and regulatory initiatives regarding deregulation and restructuring of the electric utility industry and also changes in environmental and other laws and regulations to which SOUTHERN and its subsidiaries are subject, as well as changes in application of existing laws and regulations; current and future litigation, including the pending EPA civil action against certain SOUTHERN subsidiaries; the effect, extent and timing of the entry of additional competition in the markets in which SOUTHERN's subsidiaries operate; the impact of fluctuations in commodity prices, interest rates and customer demand; state and federal rate regulations; political, legal and economic conditions and developments in the United States; the performance of projects undertaken by the non-traditional business and the success of efforts to invest in and develop new opportunities; internal restructuring or other restructuring options that may be pursued; potential business strategies, including acquisitions or dispositions of assets or businesses, which cannot be assured to be completed or beneficial to SOUTHERN or its subsidiaries; the ability of counterparties of SOUTHERN and its subsidiaries to make payments as and when due; the effects of, and changes in, economic conditions in the areas in which SOUTHERN's subsidiaries operate; the direct and indirect effects on SOUTHERN's business resulting from the terrorist incidents on September 11, 2001, or any similar such incidents or responses to such incidents; financial market conditions and the results of financing efforts; the timing and acceptance of SOUTHERN's new product and service offerings; the ability of SOUTHERN to obtain additional generating capacity at competitive prices; weather and other natural phenomena; and other factors discussed elsewhere herein and in other reports (including the Form 10-K) filed from time to time with the SEC. 6 THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES 7
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) For the Three Months For the Nine Months Ended September 30, Ended September 30, 2002 2001 2002 2001 ---- ---- ----- ---- (in thousands) (in thousands) Operating Revenues: Retail sales $2,748,787 $2,635,483 $6,777,554 $6,669,401 Sales for resale 344,083 382,612 870,237 929,652 Other revenues 155,138 146,366 444,577 396,730 --------- ---------- ---------- ---------- Total operating revenues 3,248,008 3,164,461 8,092,368 7,995,783 --------- ---------- ---------- --------- Operating Expenses: Fuel 845,121 751,297 2,105,858 2,013,684 Purchased power 183,594 337,549 374,855 648,906 Other operations 542,550 465,866 1,510,506 1,347,707 Maintenance 194,157 186,661 669,966 642,159 Depreciation and amortization 265,538 282,396 765,444 869,449 Taxes other than income taxes 146,996 142,372 424,720 414,585 ---------- ---------- ----------- ---------- Total operating expenses 2,177,956 2,166,141 5,851,349 5,936,490 ---------- ---------- ----------- ---------- Operating Income 1,070,052 998,320 2,241,019 2,059,293 Other Income: Interest income 6,645 8,405 15,589 20,880 Equity in losses of subsidiaries (25,249) (18,491) (66,904) (37,227) Other, net (10,427) 33,977 11,739 62,726 ---------- ---------- ----------- ---------- Earnings From Continuing Operations Before Interest and Income Taxes 1,041,021 1,022,211 2,201,443 2,105,672 ---------- ---------- ----------- ---------- Interest and Other: Interest expense, net 124,237 136,856 368,009 428,725 Distributions on capital and preferred securities of subsidiaries 44,675 42,015 130,851 126,355 Preferred dividends of subsidiaries 4,413 4,550 13,190 13,969 ---------- ---------- ----------- ---------- Total interest and other 173,325 183,421 512,050 569,049 ---------- ---------- ----------- ---------- Earnings From Continuing Operations Before Income Taxes 867,696 838,790 1,689,393 1,536,623 Income taxes 272,283 284,412 538,302 533,115 ---------- ---------- ----------- ---------- Earnings From Continuing Operations Before Cumulative Effect of Accounting Change 595,413 554,378 1,151,091 1,003,508 Cumulative effect of accounting change -- less income taxes of $477 - - - 771 ---------- ---------- ----------- ---------- Earnings From Continuing Operations 595,413 554,378 1,151,091 1,004,279 Earnings from discontinued operations, net of income taxes of $92,713 for the nine months ended 2001 - - - 142,217 ---------- ---------- ----------- ----------- Consolidated Net Income $ 595,413 $ 554,378 $ 1,151,091 $ 1,146,496 ========== ========== =========== =========== Common Stock Data: Basic earnings per share of common stock -- Earnings per share from continuing operations $0.84 $0.80 $1.63 $1.46 Earnings per share from discontinued operations $0.00 $0.00 $0.00 $0.21 ---------- ---------- ----------- ---------- Consolidated Basic Earnings Per Share $0.84 $0.80 $1.63 $1.67 ========== ========== =========== ========== Diluted earnings per share of common stock -- Earnings per share from continuing operations $0.83 $0.79 $1.62 $1.45 Earnings per share from discontinued operations $0.00 $0.00 $0.00 $0.21 ---------- ---------- ----------- ----------- Consolidated Diluted Earnings Per Share $0.83 $0.79 $1.62 $1.66 ========== ========== =========== =========== Average number of basic shares of common stock outstanding (in thousands) 710,647 691,687 705,946 686,988 Average number of diluted shares of common stock outstanding (in thousands) 716,464 691,728 711,346 691,068 Cash dividends paid per share of common stock $0.3425 $0.335 $1.0125 $1.005 The accompanying notes as they relate to SOUTHERN are an integral part of these statements. 8
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) For the Nine Months Ended September 30, 2002 2001 ---- ---- (in thousands) Operating Activities: Consolidated net income $1,151,091 $1,146,496 Adjustments to reconcile consolidated net income to net cash provided from operating activities -- Less income from discontinued operations - 142,217 Depreciation and amortization 841,459 991,014 Deferred income taxes and investment tax credits 55,029 5,248 Equity in losses of subsidiaries 66,904 37,227 Other, net (72,689) (253,463) Changes in certain current assets and liabilities -- Receivables, net (147,652) (108,192) Fossil fuel stock 74,472 (132,012) Materials and supplies 10,883 (24,749) Accounts payable 15,165 (177,191) Taxes accrued 330,159 490,187 Other (69,662) (22,560) ---------- ---------- Net cash provided from operating activities of continuing operations 2,255,159 1,809,788 ---------- ---------- Investing Activities: Gross property additions (1,996,548) (2,016,408) Southern Company Gas acquisition (58,572) - Construction payables, net (95,075) (20,482) Other (108,162) (42,698) ---------- ---------- Net cash used for investing activities of continuing operations (2,258,357) (2,079,588) ---------- ---------- Financing Activities: Increase (decrease) in notes payable, net (683,347) 199,728 Proceeds -- Senior notes 1,775,000 1,167,000 Other long-term debt 86,428 302,689 Capital and preferred securities 675,000 - Common stock 350,169 327,668 Redemptions -- First mortgage bonds (352,946) (615,773) Senior notes (382,110) (23,614) Other long-term debt (106,799) (272,305) Capital and preferred securities (649,250) - Payment of common stock dividends (713,276) (689,123) Other (56,661) (20,037) `` ` ---------- ---------- Net cash (used for) provided from financing activities of continuing operations (57,792) 376,233 ---------- ---------- Net Increase (Decrease) in Cash and Cash Equivalents (60,990) 106,433 Cash and Cash Equivalents at Beginning of Period 354,015 199,191 ---------- ---------- Cash and Cash Equivalents at End of Period $293,025 $305,624 ========== ========== Supplemental Cash Flow Information From Continuing Operations: Cash paid during the period for -- Interest (net of amount capitalized) $365,618 $422,158 Income taxes (net of refunds) $403,997 $251,645 The accompanying notes as they relate to SOUTHERN are an integral part of these statements.
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THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) At September 30, At December 31, Assets 2002 2001 ----------------- ---------------- - ------ (in thousands) Current Assets: Cash and cash equivalents $ 293,025 $ 354,015 Receivables, less accumulated provisions for uncollectible accounts of $29,674 at September 30, 2002 and $24,383 at December 31, 2001 1,442,262 1,146,263 Under recovered retail fuel clause revenue 166,847 280,003 Fossil fuel stock, at average cost 329,261 394,457 Materials and supplies, at average cost 539,334 550,217 Other 362,052 231,425 ----------- ----------- Total current assets 3,132,781 2,956,380 ----------- ----------- Property, Plant, and Equipment: In service 37,416,666 35,813,369 Less accumulated depreciation 15,454,527 15,020,415 ----------- ----------- 21,962,139 20,792,954 Nuclear fuel, at amortized cost 195,132 201,548 Construction work in progress 2,128,243 2,089,259 ----------- ----------- Total property, plant, and equipment 24,285,514 23,083,761 ----------- ----------- Other Property and Investments: Nuclear decommissioning trusts, at fair value 633,686 681,688 Leveraged leases 699,269 655,308 Other 217,673 193,055 ----------- ----------- Total other property and investments 1,550,628 1,530,051 ----------- ----------- Deferred Charges and Other Assets: Deferred charges related to income taxes 902,428 924,139 Prepaid pension costs 749,480 641,099 Debt expense, being amortized 104,625 102,768 Premium on reacquired debt, being amortized 292,686 279,800 Other 433,463 379,401 ----------- ----------- Total deferred charges and other assets 2,482,682 2,327,207 ----------- ----------- Total Assets $31,451,605 $29,897,399 =========== =========== The accompanying notes as they relate to SOUTHERN are an integral part of these statements.
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THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) At September 30, At December 31, Liabilities and Stockholders' Equity 2002 2001 - ------------------------------------ ---------------- ---------------- (in thousands) Current Liabilities: Securities due within one year $ 992,230 $ 428,671 Notes payable 1,254,548 1,902,312 Accounts payable 728,432 823,393 Customer deposits 163,693 152,579 Taxes accrued -- Income taxes 401,104 159,764 Other 281,131 193,735 Interest accrued 133,231 117,959 Vacation pay accrued 125,523 124,608 Other 481,876 473,370 ----------- ----------- Total current liabilities 4,561,768 4,376,391 ----------- ----------- Long-term debt 8,826,399 8,296,878 ----------- ----------- Deferred Credits and Other Liabilities: Accumulated deferred income taxes 4,143,453 4,097,403 Deferred credits related to income taxes 467,987 500,151 Accumulated deferred investment tax credits 613,469 634,020 Employee benefits provisions 561,008 532,515 Prepaid capacity revenues 35,698 40,730 Other 920,403 790,961 ----------- ----------- Total deferred credits and other liabilities 6,742,018 6,595,780 ----------- ----------- Company or subsidiary obligated mandatorily redeemable capital and preferred securities 2,302,000 2,276,250 ----------- ----------- Cumulative preferred stock of subsidiaries 298,126 368,126 ----------- ----------- Common Stockholders' Equity: Common stock, par value $5 per share -- Authorized -- 1 billion shares Issued -- September 30, 2002: 712,708,147 shares; -- December 31, 2001: 700,622,308 shares 3,563,541 3,503,112 Paid-in capital 255,600 14,380 Treasury, at cost -- September 30, 2002: 137,821 shares; -- December 31, 2001: 2,278,240 shares (2,485) (57,309) Retained earnings 4,947,935 4,516,642 Accumulated other comprehensive income (43,297) 7,149 ----------- ----------- Total common stockholders' equity 8,721,294 7,983,974 ----------- ----------- Total Liabilities and Stockholders' Equity $31,451,605 $29,897,399 =========== =========== The accompanying notes as they relate to SOUTHERN are an integral part of these statements.
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THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED) For the Three Months For the Nine Months Ended September 30, Ended September 30, ------------------------- -------------------------- 2002 2001 2002 2001 --------- -------- ---------- -------- (in thousands) (in thousands) Consolidated Net Income $ 595,413 $ 554,378 $ 1,151,091 $ 1,146,496 Other comprehensive income - continuing operations: Change in fair value of marketable securities 248 74 539 276 Cumulative effect of accounting change for qualifying hedges, net of tax of $0, $0, $0, $181, respectively - - - 286 Changes in fair value of qualifying hedges, net of tax of (21,591) (9,680) (51,283) (9,653) $(13,310), $(5,426), $(32,255), $(5,487), respectively Less: Reclassification adjustment for amounts included in net income, net of tax of $166, $0, $190, $0, respectively 260 - 298 - ----------- ---------- ----------- ----------- Total other comprehensive income - continuing operations $ (21,083) $ (9,606) $ (50,446) $ (9,091) ----------- ---------- ----------- ----------- Other comprehensive income - discontinued operations: Cumulative effect of accounting change for qualifying - - - (249,246) hedges, net of tax of $(121,325) Changes in fair value of qualifying hedges, net of tax of - - - (103,962) $(50,605) Less: Reclassification adjustment for amounts included in - - - 59,857 net income, net of tax of $29,137 Foreign currency translation adjustments, net of tax of $0, $0, $0, $(10,319), respectively - - - (21,199) ----------- ---------- ----------- ----------- Total other comprehensive income - discontinued operations $ - $ - $ - $ (314,550) ----------- ---------- ----------- ----------- CONSOLIDATED COMPREHENSIVE INCOME $ 574,330 $ 544,772 $ 1,100,645 $ 822,855 =========== ========== =========== =========== ___________________________________________________________________________________________________________________________________
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES CONDENSED CONSOLIDATED STATEMENTS OF ACCUMULATED OTHER COMPREHENSIVE INCOME (UNAUDITED) At At September 30, December 31, 2002 2001 ------------ ----------- (in thousands) Balance at beginning of period - continuing operations $ 7,149 $ 249 Change in current period - continuing operations (50,446) 6,900 --------- --------- BALANCE AT END OF PERIOD - Continuing Operations (43,297) 7,149 --------- --------- Balance at beginning of period - discontinued operations - (93,847) Change in current period - discontinued operations - 93,847 --------- --------- BALANCE AT END OF PERIOD - Discontinued Operations - - --------- --------- TOTAL ACCUMULATED OTHER COMPREHENSIVE INCOME $ (43,297) $ 7,149 ========= ========== ___________________________________________________________________________________________________________________________________ The accompanying notes as they relate to SOUTHERN are an integral part of these statements.
12 THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION THIRD QUARTER 2002 vs. THIRD QUARTER 2001 AND YEAR-TO-DATE 2002 vs. YEAR-TO-DATE 2001 RESULTS OF OPERATIONS SOUTHERN is focusing on three main businesses in the Southeast: its traditional business, represented by its five operating companies providing electric service in four states; a growing competitive generation business in the Super Southeast; and energy-related products and services for its retail customers. Earnings SOUTHERN's third quarter 2002 and year-to-date 2002 earnings from continuing operations were $595 million ($0.84 per share) and $1.15 billion ($1.63 per share), respectively, compared with $554 million ($0.80 per share) and $1.0 billion ($1.46 per share) in the third quarter 2001 and year-to-date 2001. The increases in earnings for the third quarter 2002 and year-to-date 2002 are due to several positive factors, including increased demand for electricity, continued customer growth, solid performance by the competitive generation business, lower interest rates and the overall impact of regulatory rate proceedings in Alabama, Florida and Mississippi, partially offset by the impact of higher operating expenses in the third quarter 2002 associated with new generation units that have come on line in the past year, start-up costs at Southern Gas during the third quarter 2002 and the impact on the energy services business from the manufacturing industry's downturn. Warmer weather in the third quarter 2002 as compared to unusually mild temperatures in 2001 caused the increased demand for energy. In July 2002, SOUTHERN raised its annual dividend by 3 cents to $1.37 per share, or $0.3425 per quarter. Significant income statement items appropriate for discussion include the following:
Increase (Decrease) ------------------------------------------------------------------- Third Quarter Year-To-Date ------------------------------------- ----------------------------- (in thousands) % (in thousands) % Retail sales $ 113,304 4.3 $ 108,153 1.6 Sales for resale (38,529) (10.1) (59,415) (6.4) Other revenues 8,772 6.0 47,847 12.1 Fuel expense 93,824 12.5 92,174 4.6 Purchased power expense (153,955) (45.6) (274,051) (42.2) Other operations expense 76,684 16.5 162,799 12.1 Depreciation and amortization (16,858) (6.0) (104,005) (12.0) Equity in losses of subsidiaries 6,758 36.5 29,677 79.7 Other, net (44,404) (130.7) (50,987) (81.3) Interest expense, net (12,619) (9.2) (60,716) (14.2) --------------------- --------------- ------------------ ----------
Retail sales. Excluding fuel revenues, which generally do not affect net income, retail sales revenue was up by $135 million, or 7.4%, in the third quarter 2002 and $194 million, or 4.2%, year-to-date 2002 when compared to the corresponding periods in the prior year. Energy sales to residential, commercial and industrial customers for the third quarter 2002 increased by 9.1%, 3.5% and 3.0%, respectively, as compared to the 13 THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION comparable reporting period in 2001. For year-to-date 2002 as compared to 2001, energy sales to residential, commercial and industrial customers increased by 6.8%, 2.7% and 0.9%, respectively. Warmer weather and customer growth significantly impacted energy sales to these customers in both the third quarter 2002 and year-to-date 2002 when compared to the same periods in the prior year. Although retail energy sales to industrial customers increased slightly in 2002 when compared to corresponding periods in 2001, overall sales to industrial customers remain depressed due to the continuing effect of sluggish economic conditions. Sales for resale. The third quarter 2002 and year-to-date 2002 decreases are primarily attributed to reduced energy sales to these customers when compared to the same periods in 2001. Other revenues. The third quarter 2002 increase in other revenues, when compared to the same period in 2001, is primarily attributed to revenues of $10.6 million from Southern Gas and $9.2 million in revenues from subscribers of SOUTHERN's wireless communications subsidiary. In the third quarter 2002, however, these increases were partially offset by decreases in revenues from other subsidiaries. Beginning August 1, 2002, Southern Gas' results of operations are included in SOUTHERN's consolidated financial statements. The year-to-date 2002 increase reflects increased revenues of $25.3 million from subscribers of SOUTHERN's wireless communications subsidiary and increased revenues from the operations of a subsidiary formed in April 2001 that provides services related to alternative fuel products. Fuel expense. During the third quarter 2002 and year-to-date 2002, fuel expense increased when compared to the same periods in the prior year due to a number of factors. These factors include three new combined-cycle generating plants (Plant Franklin Unit 1 and Plant Wansley Units 6 and 7) placed into service in June 2002 by SOUTHERN POWER, another generating unit (Plant Smith Unit 3) placed into service in April 2002 by GULF and higher unit costs for natural gas. Purchased power expense. Throughout the SOUTHERN system, an additional 2,279 megawatts of generation has been placed into commercial operation during 2002, which resulted in decreases for the third quarter 2002 and year-to-date 2002 in purchased power expense. Since energy expenses are usually offset by energy revenues through the operating companies' cost recovery mechanisms, these expenses do not have a significant impact on earnings. Other operations expense. During the third quarter 2002 and year-to-date 2002, other operations expense increased primarily due to increased administrative and general expenses and, to a lesser extent, increased fossil steam production. Depreciation and amortization. The overall decrease is primarily a result of GEORGIA's discontinuing accelerated depreciation and beginning amortization of the regulatory liability for accelerated cost recovery in January 2002 in accordance with its new retail rate order. For the third quarter 2002 and year-to-date 2002, the decrease in depreciation and amortization related to GEORGIA amounted to $38.2 million and $145.1 million, respectively. Reference is made to Note (H) in the "Notes to the Condensed Financial Statements" herein. These decreases were partially offset by the initiation of depreciation on property placed in service during the year, including the four generating units referred to previously. 14 THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION Equity in losses of subsidiaries. The third quarter 2002 and year-to-date 2002 increases when compared to the same periods in 2001 are primarily attributed to SOUTHERN's investments in partnerships producing alternative fuel products. SOUTHERN formed a new subsidiary in April 2001 to hold its investment in a partnership producing alternative fuel products. Other, net. For the third quarter 2002 and year-to-date 2002, the decrease in this item is attributed to mark to market adjustments for derivative energy contracts as required by FASB Statement No. 133, higher non-utility expenses in the current period and gains on property sales recorded in the same periods in 2001. Further contributing to these decreases in 2002 are expenses related to a new electricity pricing program. See "Exposure to Market Risks" herein for additional information on derivative energy contracts. Interest expense, net. For the third quarter 2002 and year-to-date 2002, interest expense, net decreased primarily due to a reduction in interest rates compared to the same periods in 2001. SOUTHERN and its subsidiaries engage in new external financing for refunding purposes and to finance ongoing construction programs. Future Earnings Potential The results of operations discussed above are not necessarily indicative of future earnings potential. The level of future earnings depends on numerous factors. The two major factors are the ability of the operating companies to achieve energy sales growth while containing costs in a more competitive environment and the profitability of the new competitive market-based wholesale generating facilities being added. For additional information relating to the other businesses, see Item 1 - BUSINESS - "Southern Power" and "Other Business" in the Form 10-K. With the enactment of the Energy Act and new legislation being discussed at federal and state levels to expand customer choice, SOUTHERN is positioning the business to meet the challenge of increasing competition. For additional information, see Item 1 - BUSINESS - "Competition" and Item 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS - "Future Earnings Potential" of SOUTHERN in the Form 10-K. Also, reference is made to Note (B) in the "Notes to the Condensed Financial Statements" herein for information relating to the spin off of Mirant from SOUTHERN, including Mirant's recent Form 10-Q filings describing, among other things, certain accounting errors identified for the period January 1, 1999 through June 30, 2002. Mirant announced that it has requested its independent auditors to reaudit Mirant's 2000 and 2001 financial statements to address the accounting errors identified during its review and to comply with certain new accounting standards. If Mirant's reaudit results in adjustments that relate to periods prior to the spin off, SOUTHERN's earnings from discontinued operations and net assets of discontinued operations could be affected. Because any such adjustments would only relate to operations discontinued by SOUTHERN, they would have no effect on SOUTHERN's 2002 earnings or its future earnings potential, financial position, liquidity or cash flows. Based on the nature and amount of Mirant's identified accounting errors, SOUTHERN's management does not currently anticipate that a reaudit of SOUTHERN's 2000 and 2001 financial statements will be necessary. SOUTHERN's business activities are subject to extensive governmental regulation related to public health and the environment. Litigation over environmental issues and claims of various types, including property damage, personal injury and citizen enforcement of environmental requirements, has increased generally throughout the United States; in particular, personal injury claims for damages caused by alleged exposure to 15 THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION hazardous materials have become more frequent. Although the ultimate outcome of such litigation currently filed against SOUTHERN and its subsidiaries cannot be predicted at this time, management does not anticipate that the liabilities, if any, arising from such proceedings would have a material adverse effect on SOUTHERN's financial position, results of operations or cash flows. Compliance costs related to the Clean Air Act could affect earnings if such costs cannot be recovered. For additional information about the Clean Air Act and other environmental issues, including the EPA litigation, see Item 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS - "Environmental Matters" and Note 3 to the financial statements of SOUTHERN in the Form 10-K. On November 4, 2002, the U.S. District Court in Alabama extended the stay of the EPA litigation proceeding in Alabama until the earlier of February 4, 2003 or a ruling by the U.S. Court of Appeals for the Eleventh Circuit in the related litigation involving TVA. On April 25, 2002, the Stakeholder Advisory Committee met and selected the candidates that will be considered for the SeTrans ISA. On June 27, 2002, SOUTHERN and other SeTrans sponsors submitted a Petition for Declaratory Order seeking the FERC's approval of the SeTrans governance structure and the selection process for the ISA, as well as guidance on various issues. The FERC granted the petition on October 10, 2002, approving the governance structure and the selection process for the ISA. The FERC also provided guidance on other issues identified in the petition. On November 1, 2002, the SeTrans sponsors announced that they had selected the team of ESB International, Ltd. ("ESBI") and Accenture LLP as the preferred candidate for the ISA. Should negotiations with this candidate successfully conclude with final agreement among the parties, the sponsors intend to seek any regulatory or other approvals necessary for formation of the SeTrans RTO and the approval of ESBI/Accenture to serve in the capacity of SeTrans ISA. Reference is made to Item 1 - BUSINESS - "Certain Factors Affecting the Industry" and Item 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS - "Industry Restructuring" for each of the registrants in the Form 10-K for additional information. In June 2002, SOUTHERN formed a wholly-owned subsidiary, Southern Gas. Southern Gas operates as a retail gas marketer in the State of Georgia. On July 19, 2002, Southern Gas completed its acquisition out of bankruptcy from The New Power Company ("New Power") of approximately 210,000 retail natural gas customers located in the State of Georgia, representing a 15% market share. Southern Gas also purchased from New Power proprietary risk management software and hardware systems, natural gas inventory and accounts receivable. The total purchase price was approximately $60 million. Beginning August 1, 2002, Southern Gas' results of operations are included in SOUTHERN's consolidated financial statements. On July 31, 2002, the FERC issued a notice of proposed rulemaking entitled "Remedying Undue Discrimination Through Open Access Transmission Service and Standard Electricity Market Design." The FERC has indicated that the proposal, if adopted, would (among other things): (i) require transmission assets of jurisdictional utilities to be operated by an independent entity; (ii) establish a standard market design; (iii) establish a single type of transmission service that applies to all customers; (iv) assert jurisdiction over the transmission component of bundled retail service; (v) establish a generation reserve margin; (vi) establish bid caps for day-ahead and spot energy markets; and (vii) revise the FERC policy on the pricing of transmission expansions. The FERC has revised the comment schedule such that comments on certain issues are due on November 15, 2002 and comments on other issues are due on January 10, 2003. Reply comments are due on February 17, 2003. Any impact of this proposal on SOUTHERN and its subsidiaries will depend on the form in which final rules may be ultimately adopted. 16 THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION Reference is made to Note 5 to SOUTHERN's financial statements in the Form 10-K, regarding Long-Term Power Sales Agreements. MISSISSIPPI and SOUTHERN POWER have capacity sale contracts with subsidiaries of Dynegy Inc. ("Dynegy"). Dynegy is currently experiencing liquidity problems and has had its credit rating reduced below investment grade. Minimum capacity revenues under these contracts average approximately $13 million annually through May 2005 for SOUTHERN POWER and $21 million annually for MISSISSIPPI through May 2011. Dynegy has provided letters of credit expiring in February 2003 totaling $20 million (approximately 18 months of capacity payments) to SOUTHERN POWER and $26 million (approximately 15 months of capacity payments) to MISSISSIPPI. In addition, two one-year letters of credit totaling $50 million (approximately 14 months of capacity payments) were provided in April 2002 as security for obligations of affiliates of Dynegy under the Plant Franklin Unit 3 PPA beginning in 2005. These letters of credit can be drawn in the event of (a) a default under the PPA or (b) failure to renew the letters of credit prior to expiration. In the event of such a default, and if MISSISSIPPI and SOUTHERN POWER were unable to resell that capacity in the market, future earnings could be affected. The outcome cannot now be determined. Reference is made to the "Notes to the Condensed Financial Statements" herein for discussion of various contingencies and other matters which may affect future earnings potential. Reference is also made to Part II - Item 1 - "Legal Proceedings" herein. Reference is also made to Note (E) in the "Notes to the Condensed Financial Statements" herein for information relating to a subpoena received by SOUTHERN from the U.S. District Court for the Northern District of California and to certain lawsuits regarding the installation of fiber optic cable over existing easements of certain SOUTHERN subsidiaries. Accounting Policies Critical Policies SOUTHERN's significant accounting policies are described in Note 1 to the financial statements of SOUTHERN in Item 8 of the Form 10-K. SOUTHERN's only critical accounting policy involves rate regulation. The operating companies are subject to the provisions of FASB Statement No. 71, "Accounting for the Effects of Certain Types of Regulation." In the event that a portion of a company's operations is no longer subject to these provisions, the company would be required to write off related regulatory assets and liabilities that are not specifically recoverable and determine if any other assets, including plant, have been impaired. New Accounting Standards In June 2001, the FASB issued Statement No. 143, "Asset Retirement Obligations," which establishes new accounting and reporting standards for legal obligations associated with retiring assets, including decommissioning nuclear plants. The liability for an asset's future retirement must be recorded in the period in which the liability is incurred. The cost must be capitalized as part of the related long-lived asset and depreciated over the asset's useful life. Changes in the liability resulting from the passage of time will be recognized as operating expenses. Statement No. 143 must be adopted by January 1, 2003. SOUTHERN is currently assessing the impact of adopting Statement No. 143 on its financial statements. Reference is made to Note 1 to the financial statements of SOUTHERN under "Depreciation and Nuclear Decommissioning" in Item 8 of the Form 10-K. 17 THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION In July 2002, the FASB issued Statement No. 146, "Accounting for Costs Associated with Exit or Disposal Activities." Statement No. 146 requires that a liability for costs associated with an exit or disposal activity be recognized and measured initially at fair value when the liability is incurred. Disposal activities which are addressed in Statement No. 146 include the termination benefits provided to current employees that are involuntarily terminated, costs to terminate a contract that is not a capital lease and costs to consolidate facilities or relocate employees. Statement No. 146 is effective for exit or disposal activities that are initiated after December 31, 2002. SOUTHERN does not expect that adoption of Statement No. 146 will have a material impact on its financial statements. Reference is made to Note 1 to the financial statements of SOUTHERN in Item 8 of the Form 10-K regarding SOUTHERN's adoption of FASB Statement No.133, "Accounting for Derivative Instruments and Hedging Activities," as amended. Recent accounting changes have been issued by the Emerging Issues Task Force ("EITF") of the FASB. These changes will require certain energy trading contracts that are currently marked to market to be accounted for under the accrual basis. These changes will also require certain trading activities to be recorded on a net basis for income statement presentation. The new rules will be effective January 1, 2003. SOUTHERN is in the process of determining the impact of this recently issued guidance. However, in many cases, SOUTHERN's current transactions meet the normal purchases and sale exception under FASB Statement No. 133 and are already accounted for under the accrual basis. FINANCIAL CONDITION Overview Major changes in SOUTHERN's financial condition during the first nine months of 2002 included $2.0 billion used for gross property additions to utility plant. The funds for these additions and other capital requirements were primarily obtained from issuances of senior notes. See SOUTHERN's Condensed Consolidated Statements of Cash Flows for further details. Off-Balance Sheet Financing Arrangements In May 2001, MISSISSIPPI began the initial 10-year term of an operating lease agreement signed in 1999 with Escatawpa Funding, Limited Partnership ("Escatawpa"), a special purpose entity, to use a combined-cycle generating facility located at MISSISSIPPI's Plant Daniel. The facility cost approximately $370 million. The lease provides for a residual value guarantee -- approximately 71% of the completion cost -- by MISSISSIPPI that is due upon termination of the lease in certain circumstances. Reference is made to Note 9 to the financial statements in Item 8 of SOUTHERN in the Form 10-K and Note 4 to the financial statements in Item 8 of MISSISSIPPI in the Form 10-K for additional information. In June 2002, the FASB issued an exposure draft for comment on a proposed interpretation on "Consolidation of Certain Special-Purpose Entities," an interpretation of Accounting Research Bulletin No. 51. It is expected that the exposure draft would be finalized by year end, with an effective date for existing transactions subject to the interpretation, including MISSISSIPPI's lease transaction, to be implemented on April 1, 2003. This interpretation is in draft form; the final pronouncement may differ from the draft. However, in its current draft form, MISSISSIPPI would be deemed to be the "primary beneficiary" of its lease arrangement with Escatawpa and would be required to consolidate the leased asset and related debt on its books or to restructure the existing arrangement to comply with the final rules. Until final rules are approved by the FASB, MISSISSIPPI will continue to analyze the 18 THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION impact of the exposure draft. MISSISSIPPI's current operating lease arrangement with Escatawpa has been reviewed and approved by the Mississippi PSC and is reflected and approved for recovery in both its retail and wholesale rate jurisdictions. Consolidation of the leased asset and related debt could require MISSISSIPPI to seek additional regulatory review. In 2001, SOUTHERN POWER entered into a financial arrangement with Westdeutsche Landesbank Girozentrale ("WestLB") whereby SOUTHERN POWER could assign up to $125 million in vendor contracts for equipment to WestLB. For accounting purposes, WestLB was the owner of the contracts. SOUTHERN POWER acted as an agent for WestLB and instructed WestLB when to make payments to the vendors. SOUTHERN POWER terminated this arrangement and reacquired these assets in March 2002 for their original cost of $61 million. Credit Rating Risk SOUTHERN and its subsidiaries do not have any credit agreements that would require material changes in payment schedules or terminations as a result of a credit rating downgrade. There are certain contracts that could require collateral -- but not accelerated payment -- in the event of a credit rating change to below investment grade. These contracts are primarily for physical electricity sales, fixed-price physical gas purchases and agreements covering interest rate swaps and currency swaps. At September 30, 2002, the maximum potential collateral requirements under the electricity sale contracts and financial instrument agreements were approximately $422 million. Generally, collateral may be provided for by a SOUTHERN guaranty, letter of credit or cash. At September 30, 2002, there were no material collateral requirements for the gas purchase contracts. Exposure to Market Risks SOUTHERN's market risk exposures relative to interest rate changes have not changed materially compared with the December 31, 2001 reporting period. In addition, SOUTHERN is not aware of any facts or circumstances that would significantly affect such exposures in the near term. Due to cost-based rate regulations, the operating companies have limited exposure to market volatility in interest rates, commodity fuel prices and prices of electricity. To mitigate residual risks relative to movements in electricity prices, the operating companies and SOUTHERN POWER enter into fixed price contracts for the purchase and sale of electricity through the wholesale electricity market and, to a lesser extent, similar contracts for gas purchases. Also, the operating companies, with the exception of GEORGIA, have implemented fuel-hedging programs at the instruction of their respective PSCs. The fair value of derivative energy contracts at September 30, 2002 is as follows: 19 THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION Third Quarter 2002 Year-to-Date Changes Changes ---------------------------------- --------------------------------------- Fair Value ---------------------------------- -------------------------------------- (in millions) Contracts beginning of period $29.2 $ 1.3 Contracts realized or settled (5.5) (15.0) New contracts at inception - - Changes in valuation techniques - - Current period changes 17.3 54.7 ---------------------------------- ----------------------- --------------- Contracts at September 30, 2002 $41.0 $41.0 ================================== ======================= =============== Source of September 30, 2002 Valuation Prices ---------------------------------- --------------------------------------- Maturity Total ----------------------- Fair Value Year 1 1-3 Years ---------------------------------- --------------------------------------- (in millions) Actively quoted $41.0 $38.2 $2.8 External sources - - - Models and other methods - - - ---------------------------------- ------------ ------------------------- Contracts at September 30, 2002 $41.0 $38.2 $2.8 ================================== ============ ========================== Unrealized gains and losses from mark to market adjustments on contracts related to the PSC-approved fuel hedging programs are recorded as regulatory assets and liabilities. Realized gains and losses from these programs are included in fuel expense and are recovered through the operating companies' fuel cost recovery clauses. In addition, unrealized gains and losses on electric and gas contracts used to hedge anticipated purchases and sales are deferred in Other Comprehensive Income. Gains and losses on contracts that do not represent hedges are recognized in the Statements of Income as incurred. At September 30, 2002, the fair value of derivative energy contracts totals $41.0 million which consists of $30.3 million in regulatory liabilities, $8.1 million deferred in Other Comprehensive Income and $2.6 million recognized in income. The $30.3 million in regulatory liabilities relates to unrealized gains on mark to market derivative contracts associated with the fuel hedging programs of the operating companies with the exception of GEORGIA. The $8.1 million deferred in Other Comprehensive Income relates to cash flow hedges for gas and power contracts for SOUTHERN POWER and Southern Gas. The $2.6 million recognized in income relates to gas and power contracts for the operating companies, SOUTHERN POWER and Southern Gas. For the quarters ended September 30, 2002 and 2001, approximately $2.2 million and $20.0 million, respectively, of gains were recognized in income. For the nine months ended September 30, 2002 and 2001, approximately $(3.9) million and $15.8 million, respectively, of gains (losses) were recognized in income. SOUTHERN is exposed to market price risk in the event of nonperformance by the parties to the derivative energy contracts. SOUTHERN's policy is to enter into agreements with counterparties that have investment grade credit ratings by Moody's and S&P; therefore SOUTHERN does not anticipate nonperformance by the counterparties. For additional information, reference is made to Item 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS - "Market Price Risk" of SOUTHERN in the Form 10-K, Note 1 to the financial statements of SOUTHERN in Item 8 of the Form 10-K and Note (N) in the "Notes to the Condensed Financial Statements" herein. 20 THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION Financing Activities In January 2002, GULF issued $45 million of Series E 6.00% Senior Notes due January 30, 2012. The proceeds from the sale were used by GULF to finance certain construction costs incurred in connection with Plant Smith Unit 3 and for general corporate purposes. Also, in January 2002, Southern Company Capital Funding, Inc. issued $400 million of Series A 5.30% Senior Notes due February 1, 2007 and $25 million of Series B Floating Rate Senior Notes due February 1, 2004, which are guaranteed by SOUTHERN. The proceeds from these sales were loaned to SOUTHERN and applied by SOUTHERN to repay a portion of its outstanding short-term indebtedness. In connection with the $400 million issuance, SOUTHERN entered into an interest rate swap to exchange 5.30% fixed for a floating 6-month LIBOR less 0.103%. Reference is made to Note (N) in the "Notes to the Condensed Financial Statements" herein for additional information relating to derivative instruments. In March 2002, MISSISSIPPI issued $80 million of Series D Floating Rate Senior Notes due March 12, 2004. The proceeds of the sale were used to repay $80 million of Series C Floating Rate Senior Notes due March 28, 2002. Also in March 2002, Mississippi Power Capital Trust II, a statutory business trust, sold $35 million of its 7.20% Trust Originated Preferred Securities, which are guaranteed by MISSISSIPPI, for the purpose of redeeming in May 2002 $35 million of Mississippi Power Capital Trust I 7.75% Trust Originated Preferred Securities. In June 2002, ALABAMA issued $350 million of Series P Floating Rate Senior Notes due December 29, 2003. The proceeds from the sale were used to redeem, in July 2002, $345.5 million aggregate principal amount of its First Mortgage Bonds, 7.75% Series due February 1, 2023, 7.45% Series due July 1, 2023 and 7.30% Series due November 1, 2023. In connection with the issuance, ALABAMA entered into interest rate swap agreements to fix the floating rate at 3.015%. Reference is made to Note (N) in the "Notes to the Condensed Financial Statements" herein for additional information relating to derivative instruments. In June 2002, Georgia Power Capital Trust V, a statutory business trust, sold $440 million of its 7 1/8% Trust Preferred Securities, which are guaranteed by GEORGIA. The net proceeds from this issuance were used to redeem Georgia Power Capital Trust I and III preferred securities totaling $414 million and repay a portion of GEORGIA's outstanding short-term indebtedness. In June 2002, SOUTHERN POWER issued $575 million of 6.25% Senior Notes, Series A due July 15, 2012. The net proceeds were used to reduce outstanding indebtedness under a revolving credit agreement and to reduce loans from SOUTHERN. SOUTHERN POWER also settled several interest rate swap agreements entered into in anticipation of this issuance at a $16.9 million loss. This amount has been deferred in Other Comprehensive Income and will be amortized to Interest Expense over the life of the Senior Notes. Reference is made to Note (N) in the "Notes to the Condensed Financial Statements" herein for additional information relating to derivative instruments. 21 THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION Also in June 2002, SOUTHERN entered into interest rate swaps related to its anticipated issuances of fixed rate commercial paper. The swaps fixed the yield at an average 3.1975%. The swaps relate to $400 million notional commercial paper issuances through June 2003 and $200 million notional commercial paper issuances through June 2004. Reference is made to Note (N) in the "Notes to the Condensed Financial Statements" herein for additional information relating to derivative instruments. In July 2002, GEORGIA issued $300 million of Series J 4.875% Senior Notes due July 15, 2007. The net proceeds from this issuance were used to repay a portion of a $350 million bank loan. Also in July 2002, Southern Company Capital Trust VI, a statutory business trust, sold $200 million of its 7.125% Trust Preferred Securities, which are guaranteed by SOUTHERN. The net proceeds were used to redeem in August 2002 $200 million aggregate liquidation amount of Southern Company Capital Trust III 7.75% Cumulative Quarterly Income Preferred Securities. In September 2002, GULF sold through public authorities $13 million of solid waste disposal facilities revenue refunding bonds due September 1, 2028. The proceeds, together with other moneys of GULF, were used to redeem $13 million aggregate principal amount of solid waste disposal facilities revenue bonds, Series 1993. Also in September 2002, GULF sold through public authorities $42 million of pollution control revenue bonds due September 1, 2037. The proceeds, together with any investment proceeds and other moneys of GULF, were used to redeem $42 million aggregate principal amount of pollution control revenue bonds, First Series 1994 and Second Series 1994. Further, in September 2002, SAVANNAH entered into a three-year revolving credit agreement in the amount of $30 million. SAVANNAH immediately borrowed $25 million against this line, which will remain outstanding until the termination of the line on September 6, 2005. This long-term borrowing is priced at 6 months LIBOR + 37.5 basis points. The proceeds of the borrowing were used to pay off short-term indebtedness. In October 2002, Alabama Power Capital Trust IV, a statutory trust, issued $100 million in Flexible Trust Preferred Securities (Five Year Initial Fixed Rate of 4.75%) and Alabama Power Capital Trust V, a statutory trust, issued $200 million in Flexible Trust Preferred Securities (Seven Year Initial Fixed Rate of 5.50%). Both of these issuances of flexible trust preferred securities are guaranteed by ALABAMA. The net proceeds were used to redeem $297 million in aggregate outstanding liquidation amount of Alabama Power Capital Trust I 7.375% Trust Preferred Securities and Alabama Power Capital Trust II 7.60% Trust Preferred Securities and for general corporate purposes. Also, in October 2002, ALABAMA issued $225 million of Series Q 5.50% Senior Notes due October 15, 2017. The proceeds from the sale will be used to redeem, in November 2002, $217.9 million in aggregate principal amount of its Series D 6.50% Senior Insured Quarterly Notes due September 30, 2018 and for general corporate purposes. 22 THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION Additionally, in October 2002, ALABAMA announced the planned redemptions of (i) 500 shares of Auction Rate Preferred Stock (1988 Series) to be redeemed on November 13, 2002 at a price of $100,000 per unit, plus accrued and unpaid dividends to the redemption date; (ii) 200 shares of Auction Rate Preferred Stock (1993 Series) redeemed on November 6, 2002 at a price of $100,000 per share, plus accrued and unpaid dividends to the redemption date; and (iii) 1,000 shares of Capital Auction Preferred Securities of Alabama Power Capital Trust III to be redeemed on November 29, 2002 at the redemption price of $50,000 per preferred security, plus accrued and unpaid distributions to the date of redemption. Further, in October 2002, MISSISSIPPI sold through public authorities an aggregate principal amount of $42.625 million of Mississippi Business Finance Corporation Pollution Control Revenue Refunding Bonds, Series 2002. The proceeds of this sale will be used to redeem (i) $16.75 million aggregate principal amount of Harrison County, Mississippi Pollution Control Revenue Refunding Bonds, Series 1992; (ii) $18 million aggregate principal amount of Jackson County, Mississippi Pollution Control Revenue Refunding Bonds, Series 1993; and (iii) $7.875 million aggregate principal amount of Mississippi Business Finance Corporation Water Pollution Control Revenue Refunding Bonds, Series 1993. In November 2002, Georgia Power Capital Trust VI, a statutory trust, sold $300 million of its Flexible Trust Preferred Securities, which are guaranteed by GEORGIA. The initial interest rate in effect through November 1, 2007 is 4.875%. The net proceeds from this issuance will be used to repay a portion of GEORGIA's short-term indebtedness and to redeem in December 2002 $175 million of 7.60% Trust Preferred Securities issued by Georgia Power Capital Trust II. On November 7, 2002, SAVANNAH issued $55 million of Series D 5.50% Senior Insured Quarterly Notes due November 15, 2017. The proceeds will be used to redeem in December 2002 $23.1 million outstanding aggregate principal amount of its First Mortgage Bonds, 7.40% Series due July 1, 2023 and $30 million outstanding aggregate principal amount of its Series A 6 5/8% Senior Retail Intermediate Bonds due March 17, 2015 and for general corporate purposes. The market price of SOUTHERN's common stock at September 30, 2002 was $28.78 per share and the book value was $12.24 per share, representing a market-to-book ratio of 235%, compared to $25.35, $11.43 and 222%, respectively, at the end of 2001. The dividend for the third quarter 2002 was $0.3425 per share. Capital Requirements Reference is made to Item 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS - "Capital Requirements for Construction," "Other Capital Requirements" and "Environmental Matters" of SOUTHERN in the Form 10-K for a description of the SOUTHERN system's capital requirements for its construction program, sinking fund requirements, maturing debt and environmental compliance efforts. Approximately $992 million will be required by September 30, 2003 for redemptions and maturities of long-term debt. Also, SOUTHERN and its subsidiaries plan to continue, to the extent possible, a program to retire higher-cost debt and replace these securities with lower-cost capital. Sources of Capital In addition to the financing activities previously described, SOUTHERN may require additional equity capital over the next several years. The amounts and timing of additional equity capital to be raised will be contingent on SOUTHERN's investment opportunities. The operating companies and SOUTHERN POWER 23 THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION plan to obtain the funds required for construction and other purposes from sources similar to those used in the past, which were primarily from internal sources and by the issuances of new debt and preferred equity securities, term loans and short-term borrowings. However, the amount, type and timing of any financings -- if needed -- will depend upon market conditions and regulatory approval. See Item 1 - BUSINESS - "Financing Programs" in the Form 10-K for additional information. To meet short-term cash needs and contingencies, the SOUTHERN system had at September 30, 2002 approximately $293 million of cash and cash equivalents and approximately $4.7 billion of unused credit arrangements with banks, of which $228 million expire in 2002 and $3.5 billion expire in 2003 and $978 million expire in 2004 and beyond. Of the facilities maturing in 2002 and 2003, $2.8 billion contain provisions allowing two-year term loans executable at the expiration date. These unused credit arrangements also provide liquidity support to variable rate pollution control bonds and commercial paper programs. The operating companies may also meet short-term cash needs through a SOUTHERN subsidiary organized to issue and sell commercial paper and extendible commercial notes at the request and for the benefit of each of the operating companies. At September 30, 2002, the SOUTHERN system had extendible commercial notes outstanding of $70 million, short-term notes payable outstanding of $37 million and commercial paper outstanding of $1.1 billion. Management believes that the need for working capital can be adequately met by utilizing lines of credit without maintaining large cash balances. PART I Item 3. Quantitative And Qualitative Disclosures About Market Risk. Reference is made herein to MANAGEMENT'S DISCUSSION AND ANALYSIS - "Market Price Risk" for each registrant and Note 1 to the financial statements of each registrant in Item 8 of the Form 10-K. Reference is also made to Note (N) in the "Notes to the Condensed Financial Statements" herein for information relating to derivative instruments. Item 4. Controls and Procedures. (a) Evaluation of disclosure controls and procedures. Within 90 days of the filing date of this quarterly report, SOUTHERN, the operating companies and SOUTHERN POWER conducted separate evaluations under the supervision and with the participation of each company's management, including the Chief Executive Officer and the Chief Financial Officer, of the effectiveness of the design and operation of the disclosure controls and procedures (as defined in Sections 13a-14(c) and 15d-14(c) of the Securities Exchange Act of 1934). Based upon those evaluations, the Chief Executive Officer and the Chief Financial Officer, in each case, concluded that the disclosure controls and procedures are effective in alerting them in a timely manner to material information relating to each company (including its consolidated subsidiaries) required to be included in periodic filings with the SEC. (b) Changes in internal controls. None. 24 ALABAMA POWER COMPANY 25
ALABAMA POWER COMPANY CONDENSED STATEMENTS OF INCOME (UNAUDITED) For the Three Months For the Nine Months Ended September 30, Ended September 30, --------------------- -------------------- 2002 2001 2002 2001 ---- ---- ---- ---- (in thousands) (in thousands) Operating Revenues: Retail sales $ 924,944 $ 814,392 $ 2,293,015 $ 2,161,671 Sales for resale -- Non-affiliates 143,968 150,701 358,131 383,647 Affiliates 25,547 69,196 122,721 189,319 Other revenues 24,677 26,428 71,861 79,949 --------- --------- ---------- ---------- Total operating revenues 1,119,136 1,060,717 2,845,728 2,814,586 --------- --------- ---------- ---------- Operating Expenses: Operation -- Fuel 274,181 285,945 718,014 778,708 Purchased power -- Non-affiliates 40,319 51,862 76,503 127,862 Affiliates 44,865 31,340 119,508 118,349 Other 148,679 123,202 410,251 378,204 Maintenance 62,843 57,898 217,358 222,467 Depreciation and amortization 100,404 93,862 297,613 286,466 Taxes other than income taxes 55,184 54,789 166,787 166,470 --------- --------- ---------- ---------- Total operating expenses 726,475 698,898 2,006,034 2,078,526 --------- --------- ---------- ---------- Operating Income 392,661 361,819 839,694 736,060 Other Income (Expense): Interest income 3,546 4,448 9,898 11,404 Equity in earnings of subsidiaries 958 1,002 2,773 3,001 Other, net (6,056) 1,881 (18,021) (1,392) --------- --------- ---------- ---------- Earnings Before Interest and Income Taxes 391,109 369,150 834,344 749,073 --------- --------- ---------- ---------- Interest and Other: Interest expense, net 54,835 65,139 169,052 186,608 Distributions on preferred securities of subsidiary 6,011 6,130 18,025 18,700 --------- --------- ---------- ---------- Total interest and other, net 60,846 71,269 187,077 205,308 --------- --------- ---------- ---------- Earnings Before Income Taxes 330,263 297,881 647,267 543,765 Income taxes 125,908 114,562 247,332 207,477 --------- --------- ---------- ---------- Net Income Before Cumulative Effect of Accounting Change 204,355 183,319 399,935 336,288 Cumulative effect of accounting change -- less income taxes of $215 thousand - - - 353 --------- --------- ---------- ---------- Net Income 204,355 183,319 399,935 336,641 Dividends on Preferred Stock 3,688 3,824 11,015 11,766 --------- --------- ---------- ---------- Net Income After Dividends on Preferred Stock $ 200,667 $ 179,495 $ 388,920 $ 324,875 ========= ========= ========== ========== The accompanying notes as they relate to ALABAMA are an integral part of these condensed statements.
26
ALABAMA POWER COMPANY CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED) For the Nine Months Ended September 30, -------------------- 2002 2001 ---- ---- (in thousands) Operating Activities: Net income $ 399,935 $ 336,641 Adjustments to reconcile net income to net cash provided from operating activities -- Depreciation and amortization 349,342 325,019 Deferred income taxes and investment tax credits, net (1,809) 35,103 Other, net (9,591) (48,112) Changes in certain current assets and liabilities -- Receivables, net (100,580) (42,028) Fossil fuel stock 21,668 (25,362) Materials and supplies 5,834 (2,402) Accounts payable (69,742) (157,010) Energy cost recovery, retail 73,727 102,035 Other 75,255 149,563 ---------- ---------- Net cash provided from operating activities 744,039 673,447 ---------- ---------- Investing Activities: Gross property additions (475,451) (564,098) Sales of property - 102,068 Other (4,448) (9,470) ---------- ---------- Net cash used for investing activities (479,899) (471,500) ----------- ---------- Financing Activities: Increase (decrease) in notes payable, net 56,975 (190,032) Proceeds -- Pollution control bonds - 20,000 Senior notes 350,000 442,000 Common stock - 15,642 Capital contributions from parent company 5,355 88,443 Redemptions -- First mortgage bonds (350,000) (138,991) Senior notes (1,349) (2,219) Other long-term debt (659) (636) Payment of preferred stock dividends (10,820) (11,241) Payment of common stock dividends (323,250) (296,400) Other (4,980) (9,557) ---------- ---------- Net cash used for financing activities (278,728) (82,991) ----------- ---------- Net Increase (Decrease) in Cash and Cash Equivalents (14,588) 118,956 Cash and Cash Equivalents at Beginning of Period 35,756 14,247 ---------- ---------- Cash and Cash Equivalents at End of Period $ 21,168 $ 133,203 ========== ========== Supplemental Cash Flow Information: Cash paid during the period for -- Interest (net of amount capitalized) $136,089 $152,616 Income taxes (net of refunds) $175,483 $73,874 The accompanying notes as they relate to ALABAMA are an integral part of these condensed statements.
27
ALABAMA POWER COMPANY CONDENSED BALANCE SHEETS (UNAUDITED) At September 30, At December 31, Assets 2002 2001 - ------ --------------- --------------- (in thousands) Current Assets: Cash and cash equivalents $ 21,168 $ 35,756 Receivables -- Customer accounts receivable 409,436 281,985 Under recovered retail fuel clause revenue 9,770 83,497 Other accounts and notes receivable 52,677 49,940 Affiliated companies 43,540 72,639 Accumulated provision for uncollectible accounts (6,225) (5,237) Fossil fuel stock, at average cost 77,610 99,278 Materials and supplies, at average cost 185,490 191,324 Other 112,013 74,640 ------------ ------------ Total current assets 905,479 883,822 ------------ ------------ Property, Plant, and Equipment: In service 13,447,685 13,159,560 Less accumulated provision for depreciation 5,496,393 5,309,557 ------------ ------------ 7,951,292 7,850,003 Nuclear fuel, at amortized cost 86,759 88,777 Construction work in progress 424,509 357,906 ------------ ------------ Total property, plant, and equipment 8,462,560 8,296,686 ------------ ------------ Other Property and Investments: Equity investments in subsidiaries 45,441 44,483 Nuclear decommissioning trusts 300,206 317,508 Other 17,572 12,503 ------------ ------------ Total other property and investments 363,219 374,494 ------------ ------------ Deferred Charges and Other Assets: Deferred charges related to income taxes 328,141 334,830 Prepaid pension costs 374,709 329,259 Debt expense, being amortized 7,249 8,150 Premium on reacquired debt, being amortized 87,961 77,173 Department of Energy assessments 21,015 21,015 Other 105,466 108,031 ------------ ------------ Total deferred charges and other assets 924,541 878,458 ------------ ------------ Total Assets $ 10,655,799 $ 10,433,460 ============ ============ The accompanying notes as they relate to ALABAMA are an integral part of these condensed statements.
28
ALABAMA POWER COMPANY CONDENSED BALANCE SHEETS (UNAUDITED) At September 30, At December 31, Liabilities and Stockholder's Equity 2002 2001 - ------------------------------------ ------------------ ---------------- (in thousands) Current Liabilities: Securities due within one year $ 487,933 $ 5,382 Notes payable 66,971 9,996 Accounts payable -- Affiliated 96,301 98,268 Other 84,589 151,705 Customer deposits 43,562 42,124 Taxes accrued -- Income taxes 180,148 113,003 Other 75,969 19,023 Interest accrued 35,218 35,522 Vacation pay accrued 32,324 32,324 Other 78,518 93,589 ------------ ------------ Total current liabilities 1,181,533 600,936 ------------ ------------ Long-term debt 3,333,993 3,742,346 ------------- ------------ Deferred Credits and Other Liabilities: Accumulated deferred income taxes 1,397,556 1,387,661 Deferred credits related to income taxes 189,952 202,881 Accumulated deferred investment tax credits 230,010 238,225 Employee benefits provisions 130,350 115,078 Prepaid capacity revenues 35,698 40,730 Other 183,568 130,214 ------------ ------------ Total deferred credits and other liabilities 2,167,134 2,114,789 ------------ ------------ Company obligated mandatorily redeemable preferred securities of subsidiary trusts holding company junior subordinated notes 347,000 347,000 ------------ ------------ Cumulative preferred stock 247,512 317,512 ------------ ------------ Common stockholder's equity: Common stock, par value $40 per share -- Authorized - 6,000,000 shares Outstanding - 6,000,000 shares Par value 240,000 240,000 Paid-in capital 1,856,032 1,850,676 Premium on preferred stock 99 99 Retained earnings 1,285,684 1,220,102 Accumulated other comprehensive income (3,188) - ------------ ------------ Total common stockholder's equity 3,378,627 3,310,877 ------------ ------------ Total Liabilities and Stockholder's Equity $ 10,655,799 $ 10,433,460 ============ ============ The accompanying notes as they relate to ALABAMA are an integral part of these condensed statements.
29
ALABAMA POWER COMPANY CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED) For the Three Months For the Nine Months Ended September 30, Ended September 30, ------------------------ --------------------- 2002 2001 2002 2001 --------- --------- ------- ------- (in thousands) (in thousands) Net Income After Dividends on Preferred Stock $ 200,667 $ 179,495 $ 388,920 $ 324,875 Other comprehensive income: Changes in fair value of qualifying hedges, net of tax of $(1,626), $0, $(1,938), $0, respectively (2,674) - (3,188) - ---------- ----------- ----------- ---------- COMPREHENSIVE INCOME $ 197,993 $ 179,495 $ 385,732 $ 324,875 ========== ============ ========== ========== ___________________________________________________________________________________________________________________________________
ALABAMA POWER COMPANY CONDENSED STATEMENTS OF ACCUMULATED OTHER COMPREHENSIVE INCOME (UNAUDITED) At At September 30, December 31, 2002 2001 -------------- ------------ (in thousands) Balance at beginning of period $ - $ - Change in current period (3,188) - ----------- ----------- BALANCE AT END OF PERIOD $ (3,188) $ - =========== ========== __________________________________________________________________________________________________________________________________ The accompanying notes as they relate to ALABAMA are an integral part of these condensed statements.
30 ALABAMA POWER COMPANY MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION THIRD QUARTER 2002 vs. THIRD QUARTER 2001 AND YEAR-TO-DATE 2002 vs. YEAR-TO-DATE 2001 RESULTS OF OPERATIONS Earnings ALABAMA's net income after dividends on preferred stock for the third quarter 2002 and year-to-date 2002 was $200.7 million and $388.9 million, respectively, compared to $179.5 million and $324.9 million for the corresponding periods of 2001. The increase in earnings for both periods is primarily attributed to increased territorial sales and retail rates when compared to the corresponding periods in the prior year. More favorable weather conditions in the third quarter of 2002 and year-to-date 2002 as compared to the unusually mild weather experienced in the comparable periods in 2001 contributed to these increases in territorial sales. The increases in revenues were offset by increased non-fuel operating expenses in the third quarter of 2002 when compared to the third quarter of 2001. Significant income statement items appropriate for discussion include the following:
Increase (Decrease) ------------------------------------------------------------------ Third Quarter Year-To-Date ---------------------------------- ------------------------------- (in thousands) % (in thousands) % Retail sales $ 110,552 13.6 $ 131,344 6.1 Sales for resale - non-affiliates (6,733) (4.5) (25,516) (6.7) Sales for resale - affiliates (43,649) (63.1) (66,598) (35.2) Other revenues (1,751) (6.6) (8,088) (10.1) Fuel expense (11,764) (4.1) (60,694) (7.8) Purchased power - non-affiliates (11,543) (22.3) (51,359) (40.2) Purchased power - affiliates 13,525 43.2 1,159 1.0 Other operation expense 25,477 20.7 32,047 8.5 Maintenance expense 4,945 8.5 (5,109) (2.3) Depreciation and amortization 6,542 7.0 11,147 3.9 Other, net (7,937) N/M (16,629) N/M Interest expense, net (10,304) (15.8) (17,556) (9.4) --------------------- ------------ ------------------ ------------
N/M - Not meaningful Retail sales. Excluding energy cost recovery revenues, which generally do not affect net income, retail sales revenue was higher by $69.1 million, or 11%, for the third quarter 2002 and $144.9 million, or 9.1%, year-to-date 2002 when compared to the corresponding periods in 2001. Energy sales to residential and commercial customers increased by 9.8% and 6.1% and by 6.6% and 3.9%, respectively, for the third quarter 2002 and year-to-date 2002 as compared to the corresponding periods of 2001 primarily due to more favorable weather conditions in 2002. Although retail energy sales to industrial customers increased slightly in 2002 when compared to the previous reporting periods, overall sales to industrial customers remain depressed due to the continuing effect of sluggish economic conditions within Alabama. 31 ALABAMA POWER COMPANY MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION Sales for resale - non-affiliates. For both reporting periods above, the demand for energy by non-affiliates was lower when compared to the same periods in 2001. These transactions did not have a significant impact on earnings since the energy is usually sold at variable cost. Sales for resale - affiliates and Purchased power - affiliates. Revenues from sales for resale to affiliated companies within the SOUTHERN system, as well as purchases of energy, will vary depending on demand and the availability and cost of generating resources at each company. These transactions did not have a significant impact on earnings. Other revenues. In the third quarter 2002 and year-to-date 2002, other revenues decreased because revenues from gas-fueled cogeneration steam facilities were lower when compared to the corresponding periods in 2001 primarily due to lower demand. Since cogeneration steam revenues are generally offset by fuel expenses, these revenues did not have a significant impact on earnings. Fuel expense. The decrease in fuel expense during the third quarter of 2002 when compared to the same period in 2001 was primarily attributed to a lower price for fossil fuels. The year-to-date 2002 decrease in fuel expense from 2001 is due to lower natural gas prices during part of 2002 and lower fossil fuel prices in 2002. Since energy expenses are generally offset by energy revenues, these expenses did not have a significant impact on earnings. Purchased power - non-affiliates. In the third quarter 2002 and year-to-date 2002, purchased power from non-affiliates when compared to the corresponding periods in 2001 decreased due to lower costs associated with these energy purchases and the utilization of electricity within the SOUTHERN system when compared to the corresponding periods in 2001. Throughout the SOUTHERN system, an additional 2,279 megawatts of generation has been placed into commercial operation during 2002. These expenses do not have a significant impact on earnings since energy expenses are generally offset by energy revenues through ALABAMA's energy cost recovery clause. Other operation expense. The third quarter 2002 expense increased over the same period for 2001 primarily due to a lower accrual in 2001 related to incentive pay and to reduced administrative and general expense associated with an environmental insurance refund in 2001. In addition to the items above, the year-to-date 2002 expense increased over the year-to-date 2001 expense due to increased miscellaneous steam expense and increased property insurance expense in 2002. Maintenance expense. Maintenance expense increased during the third quarter 2002 when compared to the same period in 2001 due largely to higher costs in 2002 related to distribution line maintenance and a nuclear expense reduction in 2001. The year-to-date 2002 decrease in this expense is primarily due to a reduction in maintenance on transmission and distribution lines. Depreciation and amortization. During the third quarter 2002 and year-to-date 2002, depreciation and amortization was higher as a result of increased utility plant when compared to the corresponding periods in 2001. Other, net. The decrease in the third quarter 2002 and year-to-date 2002 is attributed primarily to mark to market adjustments for derivative energy contracts and an increase in non-utility expenses when compared to the corresponding periods in the prior year. See "Exposure to Market Risks" herein for additional information related to derivative energy contracts. 32 ALABAMA POWER COMPANY MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION Interest expense, net. The third quarter 2002 and year-to-date 2002 decreases in these expenses when compared to the corresponding periods in 2001 are mainly due to lower interest rates on outstanding long-term debt and notes payable. Future Earnings Potential The results of operations discussed above are not necessarily indicative of future earnings potential. The level of future earnings depends on numerous factors including regulatory matters and the effect of weather and the economy on energy sales. With the enactment of the Energy Act and new legislation being discussed at federal and state levels to expand customer choice, ALABAMA is positioning the business to meet the challenge of increasing competition. For additional information, see Item 1 - BUSINESS - "Competition" and Item 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS - "Future Earnings Potential" of ALABAMA in the Form 10-K. ALABAMA's business activities are subject to extensive governmental regulation related to public health and the environment. Litigation over environmental issues and claims of various types, including property damage, personal injury and citizen enforcement of environmental requirements, has increased generally throughout the United States; in particular, personal injury claims for damages caused by alleged exposure to hazardous materials have become more frequent. Although the ultimate outcome of such litigation currently filed against ALABAMA cannot be predicted at this time, management does not anticipate that the liabilities, if any, arising from such proceedings would have a material adverse effect on ALABAMA's financial position, results of operations or cash flows. Compliance costs related to the Clean Air Act could affect earnings if such costs cannot be recovered. For additional information about the Clean Air Act and other environmental issues, including the EPA litigation, see Item 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS - "Environmental Matters" and Note 3 to the financial statements of ALABAMA in the Form 10-K. On November 4, 2002, the U.S. District Court in Alabama extended the stay of the EPA litigation proceeding in Alabama until the earlier of February 4, 2003 or a ruling by the U.S. Court of Appeals for the Eleventh Circuit in the related litigation involving TVA. On April 25, 2002, the Stakeholder Advisory Committee met and selected the candidates that will be considered for the SeTrans ISA. On June 27, 2002, SOUTHERN and other SeTrans sponsors submitted a Petition for Declaratory Order seeking the FERC's approval of the SeTrans governance structure and the selection process for the ISA, as well as guidance on various issues. The FERC granted the petition on October 10, 2002, approving the governance structure and the selection process for the ISA. The FERC also provided guidance on other issues identified in the petition. On November 1, 2002, the SeTrans sponsors announced that they had selected the team of ESB International, Ltd. ("ESBI") and Accenture LLP as the preferred candidate for the ISA. Should negotiations with this candidate successfully conclude with final agreement among the parties, the sponsors intend to seek any regulatory or other approvals necessary for formation of the SeTrans RTO and the approval of ESBI/Accenture to serve in the capacity of SeTrans ISA. Reference is made to Item 1 - BUSINESS - "Certain Factors Affecting the Industry" and Item 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS - "Industry Restructuring" of ALABAMA in the Form 10-K for additional information. 33 ALABAMA POWER COMPANY MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION On July 31, 2002, the FERC issued a notice of proposed rulemaking entitled "Remedying Undue Discrimination Through Open Access Transmission Service and Standard Electricity Market Design." The FERC has indicated that the proposal, if adopted, would (among other things): (i) require transmission assets of jurisdictional utilities to be operated by an independent entity; (ii) establish a standard market design; (iii) establish a single type of transmission service that applies to all customers; (iv) assert jurisdiction over the transmission component of bundled retail service; (v) establish a generation reserve margin; (vi) establish bid caps for day-ahead and spot energy markets; and (vii) revise the FERC policy on the pricing of transmission expansions. The FERC has revised the comment schedule such that comments on certain issues are due on November 15, 2002 and comments on other issues are due on January 10, 2003. Reply comments are due on February 17, 2003. Any impact of this proposal on SOUTHERN and its subsidiaries will depend on the form in which final rules may be ultimately adopted. Reference is made to Notes (C) through (E), (G), (N) and (Q) in the "Notes to the Condensed Financial Statements" herein for discussion of various contingencies and other matters which may affect future earnings potential. Reference is also made to Part II - Item 1 - "Legal Proceedings" herein. Accounting Policies Critical Policy ALABAMA's significant accounting policies are described in Note 1 to the financial statements of ALABAMA in Item 8 of the Form 10-K. ALABAMA's only critical accounting policy involves rate regulation. ALABAMA is subject to the provisions of FASB Statement No. 71, "Accounting for the Effects of Certain Types of Regulation." In the event that a portion of ALABAMA's operations is no longer subject to these provisions, ALABAMA would be required to write off related regulatory assets and liabilities that are not specifically recoverable and determine if any other assets, including plant, have been impaired. New Accounting Standards In June 2001, the FASB issued Statement No. 143, "Asset Retirement Obligations," which establishes new accounting and reporting standards for legal obligations associated with retiring assets, including decommissioning nuclear plants. The liability for an asset's future retirement must be recorded in the period in which the liability is incurred. The cost must be capitalized as part of the related long-lived asset and depreciated over the asset's useful life. Changes in the liability resulting from the passage of time will be recognized as operating expenses. Statement No. 143 must be adopted by January 1, 2003. ALABAMA is currently assessing the impact of adopting Statement No. 143 on its financial statements. Reference is made to Note 1 to the financial statements of ALABAMA under "Depreciation and Nuclear Decommissioning" in Item 8 of the Form 10-K. In July 2002, the FASB issued Statement No. 146, "Accounting for Costs Associated with Exit or Disposal Activities." Statement No. 146 requires that a liability for costs associated with an exit or disposal activity be recognized and measured initially at fair value when the liability is incurred. Disposal activities which are addressed in Statement No. 146 include the termination benefits provided to current employees that are involuntarily terminated, costs to terminate a contract that is not a capital lease and costs to consolidate facilities or relocate employees. Statement No. 146 is effective for exit or disposal activities that are initiated after December 31, 2002. ALABAMA does not expect that adoption of Statement No. 146 will have a material impact on its financial statements. 34 ALABAMA POWER COMPANY MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION Reference is made to Note 1 to the financial statements of ALABAMA in Item 8 of the Form 10-K regarding ALABAMA's adoption of FASB Statement No. 133, "Accounting for Derivative Instruments and Hedging Activities," as amended. Recent accounting changes have been issued by the Emerging Issues Task Force ("EITF") of the FASB. These changes will require certain energy trading contracts that are currently marked to market to be accounted for under the accrual basis. These changes will also require certain trading activities to be recorded on a net basis for income statement presentation. The new rules will be effective January 1, 2003. ALABAMA is in the process of determining the impact of this recently issued guidance. However, in many cases, ALABAMA's current transactions meet the normal purchases and sale exception under FASB Statement No. 133 and are already accounted for under the accrual basis. FINANCIAL CONDITION Overview Major changes in ALABAMA's financial condition during the first nine months of 2002 included the addition of approximately $475 million to utility plant. The funds for these additions and other capital requirements were derived primarily from operating activities. See ALABAMA's Condensed Statements of Cash Flows for further details. Credit Rating Risk ALABAMA does not have any credit agreements that would require material changes in payment schedules or terminations as a result of a credit rating downgrade. Exposure to Market Risks ALABAMA's market risk exposures relative to interest rate changes have not changed materially compared with the December 31, 2001 reporting period. In addition, ALABAMA is not aware of any facts or circumstances that would significantly affect such exposures in the near term. Due to cost-based rate regulations, ALABAMA has limited exposure to market volatility in interest rates, commodity fuel prices and prices of electricity. To mitigate residual risks relative to movements in electricity prices, ALABAMA enters into fixed price contracts for the purchase and sale of electricity through the wholesale electricity market and, to a lesser extent, similar contracts for gas purchases. ALABAMA has also implemented a retail fuel hedging program at the instruction of its PSC. The fair value of derivative energy contracts at September 30, 2002 is as follows: 35 ALABAMA POWER COMPANY MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION
Third Quarter 2002 Year-to-Date Changes Changes --------------------------------------- ----------------------------------------- Fair Value --------------------------------------- ----------------------------------------- (in thousands) Contracts beginning of period $18,555 $ 214 Contracts realized or settled (4,182) (11,251) New contracts at inception - - Changes in valuation techniques - - Current period changes 5,622 31,032 --------------------------------------- ------------------------- --------------- Contracts at September 30, 2002 $19,995 $19,995 ======================================= ========================= ===============
Source of September 30, 2002 Valuation Prices --------------------------------------- ------------ ---------------------------- Maturity Total ---------------------------- Fair Value Year 1 1-3 Years --------------------------------------- ----------------------------------------- (in thousands) Actively quoted $19,995 $18,661 $1,334 External sources - - - Models and other methods - - - --------------------------------------- ------------ ---------------------------- Contracts at September 30, 2002 $19,995 $18,661 $1,334 ======================================= ============ ============================
Unrealized gains and losses from mark to market adjustments on contracts related to the retail fuel hedging programs are recorded as regulatory assets and liabilities. At September 30, 2002, ALABAMA had approximately $20.0 million in regulatory liabilities related to unrealized gains on mark to market derivative contracts associated with its fuel hedging programs. Realized gains and losses from these programs are included in fuel expense and are recovered through ALABAMA's fuel cost recovery clause. Gains and losses on contracts that do not represent hedges are recognized in the Statements of Income as incurred. For the quarters ended September 30, 2002 and 2001, approximately $0.3 million and $6.0 million, respectively, of gains were recognized in income. For the nine months ended September 30, 2002 and 2001, approximately $(2.0) million and $3.3 million, respectively, of gains (losses) were recognized in income. For additional information, reference is made to Item 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS - "Exposure to Market Risk" of ALABAMA in the Form 10-K and Note 1 to the financial statements of ALABAMA in Item 8 of the Form 10-K and to Note (N) in the "Notes to the Condensed Financial Statements" herein. Financing Activities In June 2002, ALABAMA issued $350 million of Series P Floating Rate Senior Notes due December 29, 2003. The proceeds from the sale were used to redeem, in July 2002, $345.5 million aggregate principal amount of its First Mortgage Bonds, 7.75% Series due February 1, 2023, 7.45% Series due July 1, 2023 and 7.30% Series due November 1, 2023. At the time of the issuance of these Senior Notes, ALABAMA entered into interest rate swap agreements to fix the floating rate at 3.015%. Reference is made to Note (N) in the "Notes to the Condensed Financial Statements" herein for additional information relating to derivative instruments. 36 ALABAMA POWER COMPANY MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION In October 2002, Alabama Power Capital Trust IV, a statutory trust, issued $100 million in Flexible Trust Preferred Securities (Five Year Initial Fixed Rate of 4.75%) and Alabama Power Capital Trust V, a statutory trust, issued $200 million in Flexible Trust Preferred Securities (Seven Year Initial Fixed Rate of 5.50%). Both of these issuances of flexible trust preferred securities are guaranteed by ALABAMA. The net proceeds were used to redeem $297 million in aggregate outstanding liquidation amount of Alabama Power Capital Trust I 7.375% Trust Preferred Securities and Alabama Power Capital Trust II 7.60% Trust Preferred Securities and for general corporate purposes. Also, in October 2002, ALABAMA issued $225 million of Series Q 5.50% Senior Notes due October 15, 2017. The proceeds from the sale will be used to redeem, in November 2002, $217.9 million in aggregate principal amount of its Series D 6.50% Senior Insured Quarterly Notes due September 30, 2018 and for general corporate purposes. Additionally, in October 2002, ALABAMA announced the planned redemptions of (i) 500 shares of Auction Rate Preferred Stock (1988 Series) to be redeemed on November 13, 2002 at a price of $100,000 per unit, plus accrued and unpaid dividends to the redemption date; (ii) 200 shares of Auction Rate Preferred Stock (1993 Series) redeemed on November 6, 2002 at a price of $100,000 per share, plus accrued and unpaid dividends to the redemption date; and (iii) 1,000 shares of Capital Auction Preferred Securities of Alabama Power Capital Trust III to be redeemed on November 29, 2002 at the redemption price of $50,000 per preferred security, plus accrued and unpaid distributions to the date of redemption. ALABAMA plans to continue, when economically feasible, a program to retire higher-cost debt and replace these obligations with lower-cost capital if market conditions permit. Capital Requirements Reference is made to Item 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS of ALABAMA under "Capital Requirements," "Other Capital Requirements" and "Environmental Matters" in the Form 10-K for a description of ALABAMA's capital requirements for its construction program, maturing debt and environmental compliance efforts. Sources of Capital In addition to the financing activities previously described herein, ALABAMA plans to obtain the funds required for construction and other purposes from sources similar to those used in the past. The amount, type and timing of any financings -- if needed -- will depend upon maintenance of adequate earnings, regulatory approval, prevailing market conditions and other factors. See Item 1 - BUSINESS - "Financing Programs" in the Form 10-K for additional information. 37 ALABAMA POWER COMPANY MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION To meet short-term cash needs and contingencies, ALABAMA had at September 30, 2002 approximately $21.2 million of cash and cash equivalents, unused committed lines of credit of approximately $964 million (including $454 million of such lines which are dedicated to funding purchase obligations relating to variable rate pollution control bonds) and an extendible commercial note program. Of these lines of credit, unless extended, $31 million expire at various times during 2002, $543 million expire in 2003 and $390 million expire in 2004. ALABAMA may also meet short-term cash needs through a SOUTHERN subsidiary organized to issue and sell commercial paper and extendible commercial notes at the request and for the benefit of ALABAMA and other SOUTHERN subsidiaries. ALABAMA has regulatory authority for up to $1.0 billion of short-term borrowings. At September 30, 2002, ALABAMA had outstanding $39.9 million of commercial paper and $27 million in notes payable to banks. Management believes that the need for working capital can be adequately met by utilizing lines of credit without maintaining large cash balances. 38 GEORGIA POWER COMPANY 39
GEORGIA POWER COMPANY CONDENSED STATEMENTS OF INCOME (UNAUDITED) For the Three Months For the Nine Months Ended September 30, Ended September 30, 2002 2001 2002 2001 ----- ---- ---- ---- (in thousands) (in thousands) Operating Revenues: Retail sales $ 1,373,842 $ 1,399,929 $ 3,340,826 $ 3,442,807 Sales for resale -- Non-affiliates 72,106 121,370 194,478 301,721 Affiliates 26,350 15,712 68,139 86,770 Other revenues 44,233 41,957 124,336 114,982 ----------- ----------- ----------- ----------- Total operating revenues 1,516,531 1,578,968 3,727,779 3,946,280 ----------- ----------- ----------- ----------- Operating Expenses: Operation -- Fuel 291,716 268,177 774,885 749,307 Purchased power -- Non-affiliates 114,355 227,841 217,425 400,937 Affiliates 140,372 83,642 297,868 236,222 Other 220,902 194,301 599,416 566,403 Maintenance 95,763 94,375 308,078 305,981 Depreciation and amortization 101,896 140,113 298,899 444,041 Taxes other than income taxes 53,374 55,909 152,806 157,757 ----------- ----------- ----------- ----------- Total operating expenses 1,018,378 1,064,358 2,649,377 2,860,648 ----------- ----------- ----------- ----------- Operating Income 498,153 514,610 1,078,402 1,085,632 Other Income (Expense): Interest income 1,758 1,511 2,637 3,319 Equity in earnings of subsidiaries 1,032 1,038 2,920 2,994 Other, net (12,115) 12,903 (8,724) 12,747 ----------- ----------- ----------- ----------- Earnings Before Interest and Income Taxes 488,828 530,062 1,075,235 1,104,692 ----------- ----------- ----------- ----------- Interest Charges and Other: Interest expense, net 42,722 40,601 124,770 141,790 Distributions on preferred securities of subsidiaries 16,282 14,776 46,705 44,328 ----------- ----------- ----------- ----------- Total interest charges and other, net 59,004 55,377 171,475 186,118 ----------- ----------- ----------- ----------- Earnings Before Income Taxes 429,824 474,685 903,760 918,574 Income taxes 158,090 176,177 334,148 349,208 ----------- ----------- ----------- ----------- Net Income Before Cumulative Effect of Accounting Change 271,734 298,508 569,612 569,366 Cumulative effect of accounting change -- less income taxes of $162 thousand - - - 257 ----------- ----------- ----------- ----------- Net Income 271,734 298,508 569,612 569,623 Dividends on Preferred Stock 168 168 503 503 ----------- ----------- ----------- ----------- Net Income After Dividends on Preferred Stock $ 271,566 $ 298,340 $ 569,109 $ 569,120 =========== =========== =========== =========== The accompanying notes as they relate to GEORGIA are an integral part of these condensed statements.
40
GEORGIA POWER COMPANY CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED) For the Nine Months Ended September 30, 2002 2001 ---- ---- (in thousands) Operating Activities: Net income $ 569,612 $ 569,623 Adjustments to reconcile net income to net cash provided from operating activities -- Depreciation and amortization 293,882 490,676 Deferred income taxes and investment tax credits, net 26,956 (21,373) Other, net (27,385) (38,859) Changes in certain current assets and liabilities -- Receivables, net (42,348) (35,452) Fossil fuel stock 56,913 (55,027) Materials and supplies 9,135 (12,577) Accounts payable 19,986 (82,848) Energy cost recovery, retail 28,802 (62,570) Other 170,230 235,334 ---------- --------- Net cash provided from operating activities 1,105,783 986,927 ---------- --------- Investing Activities: Gross property additions (620,301) (1,073,616) Sales of property 387,212 264,094 Other (62,929) (33,135) ---------- --------- Net cash used for investing activities (296,018) (842,657) ----------- --------- Financing Activities: Decrease in notes payable, net (185,994) (132,282) Proceeds -- Pollution control bonds - 167,985 Senior notes 300,000 600,000 Preferred securities 440,000 - Capital contributions from parent company 7,197 203,206 Retirements -- First mortgage bonds (1,860) (390,140) Pollution control bonds (7,800) (153,910) Senior notes (300,000) - Preferred securities (414,250) - Capital distributions to parent company (200,000) - Payment of preferred stock dividends (507) (429) Payment of common stock dividends (407,175) (396,300) Other (17,261) (30,359) ---------- --------- Net cash used for financing activities (787,650) (132,229) ---------- --------- Net Increase in Cash and Cash Equivalents 22,115 12,041 Cash and Cash Equivalents at Beginning of Period 23,260 29,370 ---------- --------- Cash and Cash Equivalents at End of Period $ 45,375 $ 41,411 ========== ========= Supplemental Cash Flow Information: Cash paid during the period for -- Interest (net of amount capitalized) $156,478 $153,972 Income taxes (net of refunds) $175,692 $142,363 The accompanying notes as they relate to GEORGIA are an integral part of these condensed statements.
41
GEORGIA POWER COMPANY CONDENSED BALANCE SHEETS (UNAUDITED) At September 30, At December 31, Assets 2002 2001 - ------ ---------------- --------------- (in thousands) Current Assets: Cash and cash equivalents $ 45,375 $ 23,260 Receivables -- Customer accounts receivable 506,488 376,322 Under recovered retail fuel clause revenue 132,661 161,462 Other accounts and notes receivable 84,470 129,073 Affiliated companies 13,601 69,355 Accumulated provision for uncollectible accounts (8,384) (8,895) Fossil fuel stock, at average cost 145,845 202,759 Materials and supplies, at average cost 270,103 279,237 Other 82,748 125,246 -------------- ------------ Total current assets 1,272,907 1,357,819 -------------- ------------ Property, Plant, and Equipment: In service 17,221,329 16,886,399 Less accumulated provision for depreciation 7,392,225 7,243,209 --------------- ------------ 9,829,104 9,643,190 Nuclear fuel, at amortized cost 108,373 112,771 Construction work in progress 612,287 883,285 -------------- ------------ Total property, plant, and equipment 10,549,764 10,639,246 -------------- ------------ Other Property and Investments: Equity investments in subsidiaries 36,049 35,209 Nuclear decommissioning trusts 333,480 364,180 Other 29,619 29,618 -------------- ------------ Total other property and investments 399,148 429,007 -------------- ------------ Deferred Charges and Other Assets: Deferred charges related to income taxes 529,100 543,584 Prepaid pension costs 324,930 273,405 Debt expense, being amortized 60,500 58,165 Premium on reacquired debt, being amortized 176,819 173,724 Other 149,330 136,137 -------------- ------------ Total deferred charges and other assets 1,240,679 1,185,015 -------------- ------------ Total Assets $ 13,462,498 $ 13,611,087 ============== ============ The accompanying notes as they relate to GEORGIA are an integral part of these condensed statements.
42
GEORGIA POWER COMPANY CONDENSED BALANCE SHEETS (UNAUDITED) At September 30, At December 31, Liabilities and Stockholder's Equity 2002 2001 - ------------------------------------ ------------------ --------------- (in thousands) Current Liabilities: Securities due within one year $ 352,084 $ 311,620 Notes payable 561,543 747,537 Accounts payable -- Affiliated 141,362 109,591 Other 344,442 409,253 Customer deposits 91,538 83,172 Taxes accrued -- Income taxes 166,747 35,247 Other 140,805 125,807 Interest accrued 51,444 46,942 Vacation pay accrued 41,391 41,830 Other 119,688 120,980 ------------ ------------ Total current liabilities 2,011,044 2,031,979 ------------ ------------ Long-term debt 2,910,146 2,961,726 ------------ ------------ Deferred Credits and Other Liabilities: Accumulated deferred income taxes 2,162,952 2,163,959 Deferred credits related to income taxes 216,924 229,216 Accumulated deferred investment tax credits 328,116 337,482 Employee benefits provisions 248,807 244,648 Other 388,171 440,773 ------------ ------------ Total deferred credits and other liabilities 3,344,970 3,416,078 ------------ ------------ Company obligated mandatorily redeemable preferred securities of subsidiary trusts holding company junior subordinated notes 815,000 789,250 ------------ ------------ Preferred stock 14,569 14,569 ------------ ------------ Common Stockholder's Equity: Common stock, without par value-- Authorized - 15,000,000 shares Outstanding - 7,761,500 shares 344,250 344,250 Paid-in capital 1,989,754 2,182,557 Premium on preferred stock 40 40 Retained earnings 2,032,725 1,870,791 Accumulated other comprehensive income - (153) ------------ ------------ Total common stockholder's equity 4,366,769 4,397,485 ------------ ------------ Total Liabilities and Stockholder's Equity $ 13,462,498 $ 13,611,087 ============ ============ The accompanying notes as they relate to GEORGIA are an integral part of these condensed statements.
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GEORGIA POWER COMPANY CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED) For the Three Months For the Nine Months Ended September 30, Ended September 30, -------------------- ------------------- 2002 2001 2002 2001 ---- ---- ---- ---- (in thousands) (in thousands) Net Income After Dividends on Preferred Stock $ 271,566 $ 298,340 $ 569,109 $ 569,120 Other comprehensive income: Cumulative effect of accounting change for qualifying hedges, net of taxes of $0, $0, $0, $180, respectively - - - 286 Changes in fair value of qualifying hedges, net of tax of $(23), $(626), $97, $(687), respectively (37) (1,022) 153 (995) --------- --------- --------- -------- COMPREHENSIVE INCOME $ 271,529 $ 297,318 $ 569,262 $ 568,411 ========= ========= ========= ========= ___________________________________________________________________________________________________________________________________
GEORGIA POWER COMPANY CONDENSED STATEMENTS OF ACCUMULATED OTHER COMPREHENSIVE INCOME (UNAUDITED) At At September 30, December 31, 2002 2001 -------------- ------------ (in thousands) Balance at beginning of period $ (153) $ - Change in current period 153 (153) ----------- --------- BALANCE AT END OF PERIOD $ - $ (153) =========== ========= ___________________________________________________________________________________________________________________________________ The accompanying notes as they relate to GEORGIA are an integral part of these condensed statements.
44 GEORGIA POWER COMPANY MANAGEMENT'S DISCUSSION AND ANALYSIS RESULTS OF OPERATIONS AND FINANCIAL CONDITION THIRD QUARTER 2002 vs. THIRD QUARTER 2001 AND YEAR-TO-DATE 2002 vs. YEAR-TO-DATE 2001 RESULTS OF OPERATIONS Earnings GEORGIA's net income after dividends on preferred stock for the third quarter 2002 and year-to-date 2002 was $271.6 million and $569.1 million, respectively, compared to $298.3 million and $569.1 million for the corresponding periods in 2001. During the third quarter 2002, earnings decreased due to higher operating expenses partially offset by increased retail sales. Earnings year-to-date 2002 remained flat.
Significant income statement items appropriate for discussion include the following: Increase (Decrease) ------------------------------------------------------------------ Third Quarter Year-To-Date --------------------- --------------- ----------------- ---------- (in thousands) % (in thousands) % Retail sales $ (26,087) (1.9) $ (101,981) (3.0) Sales for resale - non-affiliates (49,264) (40.6) (107,243) (35.5) Sales for resale - affiliates 10,638 67.7 (18,631) (21.5) Other revenues 2,276 5.4 9,354 8.1 Fuel expense 23,539 8.8 25,578 3.4 Purchased power - non-affiliates (113,486) (49.8) (183,512) (45.8) Purchased power - affiliates 56,730 67.8 61,646 26.1 Other operation expense 26,601 13.7 33,013 5.8 Depreciation and amortization (38,217) (27.3) (145,142) (32.7) Other, net (25,018) (193.9) (21,471) (168.4) Interest expense, net 2,121 5.2 (17,020) (12.0)
Retail sales. Excluding fuel revenues, which generally do not affect net income, retail sales revenue increased in the third quarter 2002 by $25.4 million, or 2.6%, and decreased year-to-date 2002 by $34.4 million, or 1.4%, when compared to the corresponding periods in 2001. The third quarter increase reflects a 9.7% increase in residential sales due primarily to warmer weather, partially offset by decreased rates resulting from the 2001 retail rate order. The year-to-date decrease reflects the rate decrease and generally lower prices to large business customers, partially offset by a 7.5% increase in residential sales as a result of the warmer weather. Modest increases in sales to commercial and industrial customers for both periods continue to reflect the sluggish economy. Reference is made to Note (H) in the "Notes to the Condensed Financial Statements" herein for additional information regarding the 2001 rate case. 45 GEORGIA POWER COMPANY MANAGEMENT'S DISCUSSION AND ANALYSIS RESULTS OF OPERATIONS AND FINANCIAL CONDITION Sales for resale - non-affiliates. Sales for resale to non-affiliates decreased in the third quarter 2002 and year-to-date 2002 primarily due to reduced energy sales to these customers. These transactions did not have a significant impact on earnings since the energy is usually sold at variable cost. Sales for resale - affiliates. Revenues from sales for resale to affiliated companies within the SOUTHERN system will vary depending on demand and the availability and cost of generating resources at each company. These transactions did not have a significant impact on earnings. Other revenues. The third quarter 2002 and year-to-date 2002 increases are primarily attributed to the recognition of new late payment fees approved under the new retail rate order effective January 1, 2002. Fuel expense. The increases for the third quarter 2002 and year-to-date 2002 are largely a result of the higher cost for natural gas when compared to the same periods in 2001. These expenses do not have a significant impact on earnings since energy expenses are generally offset by energy revenues through GEORGIA's fuel cost recovery clause. Purchased power - non-affiliates. During the third quarter 2002 and year-to-date 2002, purchased power from non-affiliates decreased primarily as a result of reduced demand for energy from non-affiliates. Throughout the SOUTHERN system, an additional 2,279 megawatts of generation has been placed into commercial operation during 2002. These expenses do not have a significant impact on earnings since energy expenses are generally offset by energy revenues through GEORGIA's fuel cost recovery clause. Purchased power - affiliates. GEORGIA entered into new PPAs with SOUTHERN POWER beginning in June 2002. The capacity component of these transactions totaled $40 million in the third quarter 2002. The energy component of power purchased from affiliated companies within the SOUTHERN system will vary depending on demand and the availability and cost of generating resources at each company and will have no significant impact on earnings since energy expenses are generally offset by energy revenues through GEORGIA's fuel cost recovery clause. Other operation expense. The increases for the third quarter 2002 and year-to-date 2002 are primarily attributed to higher transmission, fossil power generation and administrative and general expenses when compared to the same periods in 2001. Depreciation and amortization. The decreases in this item for the third quarter 2002 and year-to-date 2002 are mainly a result of discontinuing accelerated depreciation and beginning amortization of the regulatory liability for accelerated cost recovery in January 2002 in accordance with the new retail rate order. (Reference is made to Note (H) in the "Notes to the Condensed Financial Statements" herein.) Other, net. Other, net for the third quarter 2002 and year-to-date 2002 decreased when compared to the corresponding periods in 2001 as a result of mark to market adjustments for derivative energy contracts and gains on property sales recorded in both of these periods in 2001. Further contributing to these decreases in 2002 are expenses related to a new electricity pricing program. See "Exposure to Market Risks" herein for additional information on derivative energy contracts. 46 GEORGIA POWER COMPANY MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION Interest expense, net. The third quarter 2002 increase is attributed primarily to the reversal in the third quarter 2001 of interest accrued for tax assessments related to audits that were favorably resolved. The year-to-date 2002 decrease is mainly the result of a reduction in interest rates and the accrual of interest on accelerated amortization in 2001 under the prior retail rate order, which ceased effective January 1, 2002. Future Earnings Potential The results of operations discussed above are not necessarily indicative of future earnings potential. The level of future earnings depends on numerous factors including regulatory matters and the effect of weather and the economy on energy sales. GEORGIA has entered into PPAs with SOUTHERN POWER which will result in higher capacity and operating and maintenance payments beginning in June 2002. Under the new retail rate order effective January 1, 2002, these costs will be reflected in rates evenly over the next three years. With the enactment of the Energy Act and new legislation being discussed at federal and state levels to expand customer choice, GEORGIA is positioning the business to meet the challenge of increasing competition. For additional information, see Item 1 - BUSINESS - "Competition" and Item 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS - "Future Earnings Potential" of GEORGIA in the Form 10-K. In January 2002, GEORGIA began operating under a new three-year retail rate order. Under the terms of the order, earnings will be evaluated annually against a retail return on common equity range of 10 percent to 12.95 percent. Two-thirds of any earnings above the 12.95 percent return will be applied to rate refunds, with the remaining one-third retained by GEORGIA. Retail rates were decreased by $118 million effective January 1, 2002. Reference is made to Note (H) in the "Notes to the Condensed Financial Statements" herein and Item 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS - "Future Earnings Potential" of GEORGIA in the Form 10-K for additional information. On April 25, 2002, the Stakeholder Advisory Committee met and selected the candidates that will be considered for the SeTrans ISA. On June 27, 2002, SOUTHERN and other SeTrans sponsors submitted a Petition for Declaratory Order seeking the FERC's approval of the SeTrans governance structure and the selection process for the ISA, as well as guidance on various issues. The FERC granted the petition on October 10, 2002, approving the governance structure and the selection process for the ISA. The FERC also provided guidance on other issues identified in the petition. On November 1, 2002, the SeTrans sponsors announced that they had selected the team of ESB International, Ltd. ("ESBI") and Accenture LLP as the preferred candidate for ISA. Should negotiations with this candidate successfully conclude with final agreement among the parties, the sponsors intend to seek any regulatory or other approvals necessary for formation of the SeTrans RTO and the approval of ESBI/Accenture to serve in the capacity of SeTrans ISA. Reference is made to Item 1 - BUSINESS - "Certain Factors Affecting the Industry" and Item 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS - "Industry Restructuring" of GEORGIA in the Form 10-K for additional information. 47 GEORGIA POWER COMPANY MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION In June 2002, GEORGIA entered into a fifteen-year PPA beginning in June 2005 with SOUTHERN POWER to purchase 1,040 megawatts of capacity from the planned combined-cycle plant at Plant McIntosh to be built and owned by SOUTHERN POWER. The annual capacity cost is expected to be approximately $72 million. Additionally, GEORGIA has entered into a seven-year PPA beginning in June 2005 with SOUTHERN POWER to purchase capacity in an average annual amount of approximately $48 million. The PPAs are undergoing a certification process with the Georgia PSC. A decision is expected by December 17, 2002. On July 31, 2002, the FERC issued a notice of proposed rulemaking entitled "Remedying Undue Discrimination Through Open Access Transmission Service and Standard Electricity Market Design." The FERC has indicated that the proposal, if adopted, would (among other things): (i) require transmission assets of jurisdictional utilities to be operated by an independent entity; (ii) establish a standard market design; (iii) establish a single type of transmission service that applies to all customers; (iv) assert jurisdiction over the transmission component of bundled retail service; (v) establish a generation reserve margin; (vi) establish bid caps for day-ahead and spot energy markets; and (vii) revise the FERC policy on the pricing of transmission expansions. The FERC has revised the comment schedule such that comments on certain issues are due on November 15, 2002 and comments on other issues are due on January 10, 2003. Reply comments are due on February 17, 2003. Any impact of this proposal on SOUTHERN and its subsidiaries will depend on the form in which final rules may be ultimately adopted. Compliance costs related to the Clean Air Act and other environmental issues could affect earnings if such costs cannot be recovered. For additional information, including information on the EPA litigation, see Item 7 - MANAGEMENT'S DISCUSSION AND Analysis - "Environmental Issues" of GEORGIA and Note 3 to the financial statements of GEORGIA in Item 8 of the Form 10-K. GEORGIA's business activities are subject to extensive governmental regulation related to public health and the environment. Litigation over environmental issues and claims of various types, including property damage, personal injury and citizen enforcement of environmental requirements, has increased generally throughout the United States; in particular, personal injury claims for damages caused by alleged exposure to hazardous materials have become more frequent. Although the ultimate outcome of such litigation currently filed against GEORGIA cannot be predicted at this time, management does not anticipate that the liabilities, if any, arising from such proceedings would have a material adverse effect on GEORGIA's financial position, results of operations or cash flows. Reference is made to Notes (C) through (E), (H), (I) and (Q) in the "Notes to the Condensed Financial Statements" herein for discussion of various contingencies and other matters which may affect future earnings potential. Reference is also made to Part II - Item 1 - "Legal Proceedings" herein. Reference is also made to Note (E) in the "Notes to the Condensed Financial Statements" herein for information relating to certain lawsuits regarding the installation of fiber optic cable over GEORGIA's existing easements. Accounting Policies Critical Policy GEORGIA's significant accounting policies are described in Note 1 to the financial statements of GEORGIA in Item 8 of the Form 10-K. GEORGIA's only critical accounting policy involves rate regulation. GEORGIA is subject to the provisions of FASB Statement No. 71, "Accounting for the Effects of Certain Types of Regulation." In the event that a portion of GEORGIA's operations is no longer subject to these provisions, 48 GEORGIA POWER COMPANY MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION GEORGIA would be required to write off related regulatory assets and liabilities that are not specifically recoverable and determine if any other assets, including plant, have been impaired. New Accounting Standards In June 2001, the FASB issued Statement No. 143, "Asset Retirement Obligations," which establishes new accounting and reporting standards for legal obligations associated with retiring assets, including decommissioning nuclear plants. The liability for an asset's future retirement must be recorded in the period in which the liability is incurred. The cost must be capitalized as part of the related long-lived asset and depreciated over the asset's useful life. Changes in the liability resulting from the passage of time will be recognized as operating expenses. Statement No. 143 must be adopted by January 1, 2003. GEORGIA is currently assessing the impact of adopting Statement No. 143 on its financial statements. Reference is made to Note 1 to the financial statements of GEORGIA under "Depreciation and Nuclear Decommissioning" in Item 8 of the Form 10-K. In July 2002, the FASB issued Statement No. 146, "Accounting for Costs Associated with Exit or Disposal Activities." Statement No. 146 requires that a liability for costs associated with an exit or disposal activity be recognized and measured initially at fair value when the liability is incurred. Disposal activities which are addressed in Statement No. 146 include the termination benefits provided to current employees that are involuntarily terminated, costs to terminate a contract that is not a capital lease and costs to consolidate facilities or relocate employees. Statement No. 146 is effective for exit or disposal activities that are initiated after December 31, 2002. GEORGIA does not expect that adoption of Statement No. 146 will have a material impact on its financial statements. Reference is made to Note 1 to the financial statements of GEORGIA in Item 8 of the Form 10-K regarding GEORGIA's adoption of FASB Statement No.133, "Accounting for Derivative Instruments and Hedging Activities," as amended. Recent accounting changes have been issued by the Emerging Issues Task Force ("EITF") of the FASB. These changes will require certain energy trading contracts that are currently marked to market to be accounted for under the accrual basis. These changes will also require certain trading activities to be recorded on a net basis for income statement presentation. The new rules will be effective January 1, 2003. GEORGIA is in the process of determining the impact of this recently issued guidance. However, in many cases, GEORGIA's current transactions meet the normal purchases and sale exception under FASB Statement No. 133 and are already accounted for under the accrual basis. FINANCIAL CONDITION Overview The major changes in GEORGIA's financial condition during the first nine months of 2002 were the sale of two units at Plant Wansley to SOUTHERN POWER and the addition of approximately $620 million to utility plant. The funds for these additions and other capital requirements were derived primarily from operations. See GEORGIA's Condensed Statements of Cash Flows herein for further details. 49 GEORGIA POWER COMPANY MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION Credit Rating Risk GEORGIA does not have any credit agreements that would require material changes in payment schedules or terminations as a result of a credit rating downgrade. There are certain physical electricity sale contracts that could require collateral -- but not termination -- in the event of a credit rating change to below investment grade. Generally, collateral may be provided for by a SOUTHERN guaranty, letter of credit or cash. At September 30, 2002, the maximum potential collateral requirements were approximately $230 million. Exposure to Market Risks GEORGIA's market risk exposures relative to interest rate changes have not changed materially compared with the December 31, 2001 reporting period. In addition, GEORGIA is not aware of any facts or circumstances that would significantly affect such exposures in the near term. Due to cost-based rate regulations, GEORGIA has limited exposure to market volatility in interest rates, commodity fuel prices and prices of electricity. To mitigate residual risks relative to movements in electricity prices, GEORGIA enters into fixed price contracts for the purchase and sale of electricity through the wholesale electricity market and, to a lesser extent, similar contracts for gas purchases. The fair value of derivative energy contracts at September 30, 2002 is as follows:
Third Quarter 2002 Year-to-Date Changes Changes ------------------------------------------------------------------------- Fair Value ------------------------------------------------------------------------- (in thousands) Contracts beginning of period $(397) $ 362 Contracts realized or settled 502 777 New contracts at inception - - Changes in valuation techniques - - Current period changes (152) (1,186) --------------------------------------------------------- --------------- Contracts at September 30, 2002 $ (47) $ (47) ========================================================= ===============
Source of September 30, 2002 Valuation Prices --------------------------------------- ------------ ---------------------------- Maturity Total ------------------------ Fair Value Year 1 1-3 Years --------------------------------------- ----------------------------------------- (in thousands) Actively quoted $(47) $(47) $ - External sources - - - Models and other methods - - - --------------------------------------- ------------ ---------------------------- Contracts at September 30, 2002 $(47) $(47) $ - ======================================= ============ ============================
Realized gains and losses are recognized in the Statements of Income as incurred. For the quarters ended September 30, 2002 and 2001, approximately $0.35 million and $12.1 million, respectively, of gains were recognized in income. For the nine months ended September 30, 2002 and 2001, approximately $1.7 million and $11.9 million, respectively, of gains were recognized in income. 50 GEORGIA POWER COMPANY MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION For additional information, reference is made to Item 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS - "Exposure to Market Risks" of GEORGIA in the Form 10-K and Note 1 to the financial statements of GEORGIA in Item 8 of the Form 10-K. Financing Activities In June 2002, Georgia Power Capital Trust V, a statutory business trust, sold $440 million of its 7 1/8% Trust Preferred Securities, which are guaranteed by GEORGIA. The net proceeds from this issuance were used to redeem Georgia Power Capital Trust I and III preferred securities totaling $414 million and to repay a portion of GEORGIA's outstanding short-term indebtedness. In July 2002, GEORGIA issued $300 million of Series J 4.875% Senior Notes due July 15, 2007. The net proceeds from this issuance were used to prepay a portion of a $350 million bank loan. In November 2002, Georgia Power Capital Trust VI, a statutory trust, sold $300 million of its Flexible Trust Preferred Securities, which are guaranteed by GEORGIA. The initial interest rate in effect through November 1, 2007 is 4.875%. The net proceeds from this issuance will be used to repay a portion of GEORGIA's short-term indebtedness and to redeem in December 2002 $175 million of 7.60% Trust Preferred Securities issued by Georgia Power Capital Trust II. GEORGIA plans to continue, when economically feasible, a program to retire higher-cost debt and replace these obligations with lower-cost capital if market conditions permit. Capital Requirements Reference is made to Item 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS of GEORGIA under "Liquidity and Capital Requirements," "Other Capital Requirements" and "Environmental Issues" in the Form 10-K for a description of GEORGIA's capital requirements for its construction program, maturing debt and environmental compliance efforts. Sources of Capital GEORGIA plans to obtain the funds required for construction and other purposes from sources similar to those used in the past. The amount, type and timing of any financings -- if needed -- will depend upon maintenance of adequate earnings, regulatory approval, prevailing market conditions and other factors. See Item 1 - BUSINESS - "Financing Programs" in the Form 10-K for additional information. 51 GEORGIA POWER COMPANY MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION To meet short-term cash needs and contingencies, GEORGIA had at September 30, 2002 approximately $45.4 million of cash and cash equivalents and approximately $1.74 billion of unused credit arrangements with banks, of which $65 million expire in 2002 and $1.67 billion expire in 2003. Approximately $1.2 billion of the total $1.74 billion in unused credit arrangements contain provisions allowing two-year term loans executable at expiration date. The credit arrangements provide liquidity support to GEORGIA's obligations with respect to variable rate pollution control bonds and commercial paper. GEORGIA may also meet short-term cash needs through a SOUTHERN subsidiary organized to issue and sell commercial paper and extendible commercial notes at the request and for the benefit of GEORGIA and other SOUTHERN subsidiaries. At September 30, 2002, GEORGIA had outstanding $562 million of notes payable. Management believes that the need for working capital can be adequately met by utilizing lines of credit without maintaining large cash balances. 52 GULF POWER COMPANY 53
GULF POWER COMPANY CONDENSED STATEMENTS OF INCOME (UNAUDITED) For the Three Months For the Nine Months Ended September 30, Ended September 30, 2002 2001 2002 2001 ---- ---- ---- ---- (in thousands) (in thousands) Operating Revenues: Retail sales $ 198,503 $ 187,697 $ 504,778 $ 459,942 Sales for resale -- Non-affiliates 21,697 26,220 57,815 66,664 Affiliates 14,139 3,507 24,234 21,173 Other revenues 11,262 9,192 29,694 24,296 --------- -------- --------- -------- Total operating revenues 245,601 226,616 616,521 572,075 --------- -------- --------- -------- Operating Expenses: Operation -- Fuel 87,663 55,982 194,560 158,452 Purchased power -- Non-affiliates 8,033 34,954 20,685 59,992 Affiliates 5,312 15,224 35,503 32,804 Other 29,416 29,289 87,326 85,524 Maintenance 11,679 13,172 53,617 41,007 Depreciation and amortization 19,929 16,738 56,303 50,345 Taxes other than income taxes 17,908 15,753 47,199 42,960 --------- -------- --------- -------- Total operating expenses 179,940 181,112 495,193 471,084 --------- -------- --------- -------- Operating Income 65,661 45,504 121,328 100,991 Other Income (Expense): Interest income 211 518 366 1,025 Other, net (268) 1,984 1,538 1,407 --------- -------- --------- -------- Earnings Before Interest and Income Taxes 65,604 48,006 123,232 103,423 --------- -------- --------- -------- Interest and Other: Interest expense, net 8,680 5,705 23,812 18,401 Distributions on preferred securities of subsidiary 2,103 1,550 6,309 4,650 --------- -------- --------- -------- Total interest and other, net 10,783 7,255 30,121 23,051 --------- -------- --------- -------- Earnings Before Income Taxes 54,821 40,751 93,111 80,372 Income taxes 20,788 14,040 33,766 28,655 --------- -------- --------- -------- Net Income Before Cumulative Effect of Accounting Change 34,033 26,711 59,345 51,717 Cumulative effect of accounting change -- less income taxes of $42 thousand - - - 68 --------- -------- --------- -------- Net Income 34,033 26,711 59,345 51,785 Dividends on Preferred Stock 54 54 162 162 --------- -------- --------- -------- Net Income After Dividends on Preferred Stock $ 33,979 $ 26,657 $ 59,183 $ 51,623 ========= ======== ========= ======== The accompanying notes as they relate to GULF are an integral part of these condensed statements.
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GULF POWER COMPANY CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED) For the Nine Months Ended September 30, 2002 2001 ------ ----- (in thousands) Operating Activities: Net income $ 59,345 $ 51,785 Adjustments to reconcile net income to net cash provided from operating activities -- Depreciation and amortization 60,127 53,343 Deferred income taxes and investment tax credits, net (6,310) 6,331 Other, net (2,031) (543) Changes in certain current assets and liabilities -- Receivables, net (35,725) 6,919 Fossil fuel stock 7,047 (23,509) Materials and supplies (1,567) (491) Accounts payable (1,969) 8,477 Regulatory clauses under/over recovery (2,281) (29,544) Other 35,849 11,745 ---------- ---------- Net cash provided from operating activities 112,485 84,513 ----------- ---------- Investing Activities: Gross property additions (88,894) (209,747) Other (21,010) (1,252) --------- ---------- Net cash used for investing activities (109,904) (210,999) --------- ---------- Financing Activities: Decrease in notes payable, net (29,386) (34,900) Proceeds -- Pollution control bonds 55,000 - Senior notes 45,000 60,000 Other long-term debt - 100,000 Capital contributions from parent company 37,922 70,318 Retirements -- First mortgage bonds - (30,000) Pollution control bonds (55,000) - Senior notes (343) (677) Payment of preferred stock dividends (162) (162) Payment of common stock dividends (49,125) (40,100) Other (2,631) (184) --------- ---------- Net cash provided from financing activities 1,275 124,295 --------- ---------- Net Increase (Decrease) in Cash and Cash Equivalents 3,856 (2,191) Cash and Cash Equivalents at Beginning of Period 2,244 4,381 --------- ---------- Cash and Cash Equivalents at End of Period $ 6,100 $ 2,190 ========= ========== Supplemental Cash Flow Information: Cash paid during the period for -- Interest (net of amount capitalized) $32,220 $23,064 Income taxes (net of refunds) $6,535 $22,043 The accompanying notes as they relate to GULF are an integral part of these condensed statements.
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GULF POWER COMPANY CONDENSED BALANCE SHEETS (UNAUDITED) At September 30, At December 31, Assets 2002 2001 - ------ ---------------- ------------------ (in thousands) Current Assets: Cash and cash equivalents $ 6,100 $ 2,244 Receivables -- Customer accounts receivable 89,894 64,113 Under recovered regulatory clauses 26,648 24,912 Other accounts and notes receivable 8,072 4,316 Affiliated companies 8,399 2,689 Accumulated provision for uncollectible accounts (864) (1,342) Fossil fuel stock, at average cost 40,608 47,655 Materials and supplies, at average cost 30,424 28,857 Other 8,790 12,662 ----------- ----------- Total current assets 218,071 186,106 ----------- ----------- Property, Plant, and Equipment: In service 2,239,876 1,951,512 Less accumulated provision for depreciation 946,439 912,581 ----------- ----------- 1,293,437 1,038,931 Construction work in progress 45,113 264,525 ----------- ----------- Total property, plant, and equipment 1,338,550 1,303,456 ----------- ----------- Other Property and Investments 10,119 7,049 ----------- ----------- Deferred Charges and Other Assets: Deferred charges related to income taxes 17,265 16,766 Prepaid pension costs 34,718 29,980 Debt expense, being amortized 3,997 3,036 Premium on reacquired debt, being amortized 13,437 14,518 Other 12,820 12,222 ----------- ----------- Total deferred charges and other assets 82,237 76,522 ----------- ----------- Total Assets $ 1,648,977 $ 1,573,133 =========== =========== The accompanying notes as they relate to GULF are an integral part of these condensed statements.
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GULF POWER COMPANY CONDENSED BALANCE SHEETS (UNAUDITED) At September 30, At December 31, Liabilities and Stockholder's Equity 2002 2001 - ------------------------------------ ---------------- --------------- (in thousands) Current Liabilities: Securities due within one year $ 60,000 $ - Notes payable 57,925 87,311 Accounts payable -- Affiliated 19,891 18,202 Other 20,868 38,308 Customer deposits 15,681 14,506 Taxes accrued -- Income taxes 36,623 8,162 Other 18,609 8,053 Interest accrued 6,823 8,305 Provision for rate refund 76 1,530 Vacation pay accrued 4,725 4,725 Regulatory clauses over recovery 3,174 3,719 Other 907 6,528 ----------- ----------- Total current liabilities 245,302 199,349 ----------- ----------- Long-term debt 451,943 467,784 ----------- ----------- Deferred Credits and Other Liabilities: Accumulated deferred income taxes 157,807 161,968 Deferred credits related to income taxes 25,459 28,293 Accumulated deferred investment tax credits 22,616 24,056 Employee benefits provisions 39,354 41,508 Other 34,386 26,045 ----------- ----------- Total deferred credits and other liabilities 279,622 281,870 ----------- ----------- Company obligated mandatorily redeemable preferred securities of subsidiary trusts holding company junior subordinated notes 115,000 115,000 ----------- ----------- Preferred stock 4,236 4,236 ----------- ----------- Common Stockholder's Equity: Common stock, without par value-- Authorized - 992,717 shares Outstanding - 992,717 shares 38,060 38,060 Paid-in capital 343,882 305,960 Premium on preferred stock 12 12 Retained earnings 170,920 160,862 ----------- ----------- Total common stockholder's equity 552,874 504,894 ----------- ----------- Total Liabilities and Stockholder's Equity $ 1,648,977 $ 1,573,133 =========== =========== The accompanying notes as they relate to GULF are an integral part of these condensed statements.
57 GULF POWER COMPANY MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION THIRD QUARTER 2002 vs. THIRD QUARTER 2001 AND YEAR-TO-DATE 2002 vs. YEAR-TO-DATE 2001 RESULTS OF OPERATIONS Earnings GULF's net income after dividends on preferred stock for the third quarter 2002 and year-to-date 2002 was $34.0 million and $59.2 million, respectively, compared to $26.7 million and $51.6 million for the corresponding periods in 2001. Earnings for the third quarter 2002 and year-to-date 2002 increased by $7.3 million, or 27.5%, and $7.6 million, or 14.6%, respectively, primarily due to higher operating revenues. Significant income statement items appropriate for discussion include the following:
Increase (Decrease) ----------------------------------------------------------------- Third Quarter Year-To-Date ------------------------------------- --------------------------- (in thousands) % (in thousands) % Retail sales $10,806 5.8 $ 44,836 9.7 Sales for resale - non-affiliates (4,523) (17.3) (8,849) (13.3) Sales for resale - affiliates 10,632 303.2 3,061 14.5 Other revenues 2,070 22.5 5,398 22.2 Fuel expense 31,681 56.6 36,108 22.8 Purchased power - non-affiliates (26,921) (77.0) (39,307) (65.5) Purchased power - affiliates (9,912) (65.1) 2,699 8.2 Maintenance expense (1,493) (11.3) 12,610 30.8 Depreciation and amortization 3,191 19.1 5,958 11.8 Taxes other than income taxes 2,155 13.7 4,239 9.9 Other, net (2,252) (113.5) 131 9.3 Interest expense, net 2,975 52.1 5,411 29.4 Distributions on preferred securities of subsidiary 553 35.7 1,659 35.7 --------------------- --------------- ----------------- ---------
Retail sales. Excluding the recovery of fuel expense and certain other expenses that do not affect net income, retail sales increased by $16.4 million, or 17.0%, for the third quarter 2002 and by $39.9 million, or 15.8%, year-to-date 2002 when compared to the corresponding periods in 2001. Warmer weather, growth in number of customers and the retail rate increase, which was effective in June 2002, were the primary causes for the increases in retail sales revenues for the third quarter 2002 and year-to-date 2002. Reference is made to Note (J) in the "Notes to Condensed Financial Statements" herein for additional information. Energy sales to residential, commercial and industrial customers were up by 7.8%, 5.9% and 7.0%, respectively, for the third quarter 2002 and 7.1%, 5.4% and 1.4%, respectively, for year-to-date 2002. 58 GULF POWER COMPANY MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION Sales for resale - non-affiliates. Sales for resale to non-affiliates decreased for the third quarter 2002 and year-to-date 2002 when compared to the corresponding periods in 2001 mainly due to reduced demand for energy by these customers. These transactions do not have a significant impact on earnings since the energy is usually sold at variable cost. Sales for resale - affiliates and Purchased power - affiliates. Revenues from sales for resale to affiliated companies, as well as purchases of energy, within the SOUTHERN system will vary depending on demand and the availability and cost of generating resources at each company. These transactions do not have a significant impact on earnings. Other revenues. Other revenues increased during the third quarter 2002 and year-to-date 2002. Third quarter 2002 revenues increased due to higher miscellaneous service revenues, higher franchise fees, higher revenues from the transmission of electricity to others and revenue from the sale of gas. Year-to-date 2002 revenues increased due to higher miscellaneous service revenues, higher franchise fees, revenue from the sale of gas and the settlement of a PPA. Fuel expense. Fuel expense increased during the third quarter 2002 and year-to-date 2002 largely due to the commercial operation of Plant Smith Unit 3 beginning in April 2002. Since energy expenses are generally offset by energy revenues through GULF's fuel cost recovery mechanism, these expenses do not have a significant impact on net income. Purchased power - non-affiliates. In the third quarter 2002 and year-to-date 2002, purchased power from non-affiliates was lower primarily due to lower costs for energy compared to the same periods in 2001. Throughout the SOUTHERN system, an additional 2,279 megawatts of generation has been placed into commercial operation during 2002. Since energy expenses are generally offset by energy revenues through GULF's fuel clause recovery mechanism, these expenses do not have a significant impact on net income. Maintenance expense. The decrease in the third quarter 2002 compared to the corresponding period in 2001 is due to a decrease in scheduled maintenance performed on power generating facilities. The year-to-date 2002 increase in maintenance expense is mainly attributed to scheduled turbine and boiler inspections and repairs for GULF's generating facilities. Depreciation and amortization. This item increased for the third quarter 2002 and year-to-date 2002 primarily due to an increase in plant in service, including the addition of Plant Smith Unit 3, as compared to the same reporting periods in the prior year. Taxes other than income taxes. The third quarter 2002 and year-to-date 2002 increases are primarily due to an increase in the state of Florida gross receipts tax and municipal and county franchise fees, which are offset by revenues collected from customers and do not have a significant impact on net income. Other, net. The third quarter 2002 decrease in other, net is attributed to the allowance for equity funds used during construction related to Plant Smith Unit 3 recorded in the same period in 2001. Interest expense, net. The primary reason for the increase in this expense for both reporting periods relates to additional sales of an aggregate amount of $180 million of senior notes in the third and fourth quarters of 2001 and the first quarter of 2002. The proceeds from these sales were used to finance Plant Smith Unit 3, to refinance $30 million in first mortgage bonds and for general corporate purposes. 59 GULF POWER COMPANY MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION Distributions on preferred securities of subsidiary. The increases in the distributions on preferred securities are due to the issuance of $30 million of 7.375% Trust Preferred Securities in November 2001. Future Earnings Potential The results of operations discussed above are not necessarily indicative of future earnings potential. The level of future earnings depends on numerous factors including regulatory matters and the effect of weather and the economy on energy sales. With the enactment of the Energy Act and new legislation being discussed at federal and state levels to expand customer choice, GULF is positioning the business to meet the challenge of increasing competition. For additional information, see Item 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS - "Future Earnings Potential" of GULF and Item 1 - BUSINESS - "Competition" in the Form 10-K. GULF's business activities are subject to extensive governmental regulation related to public health and the environment. Litigation over environmental issues and claims of various types, including property damage, personal injury and citizen enforcement of environmental requirements, has increased generally throughout the United States; in particular, personal injury claims for damages caused by alleged exposure to hazardous materials have become more frequent. Although the ultimate outcome of such litigation currently filed against GULF cannot be predicted at this time, management does not anticipate that the liabilities, if any, arising from such proceedings would have a material adverse effect on GULF's financial position, results of operations or cash flows. Compliance costs related to the Clean Air Act could affect earnings if such costs are not fully recovered through GULF's Environmental Cost Recovery Clause. For additional information about the Clean Air Act and other environmental issues, including the EPA litigation, see Item 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS - "Environmental Matters" and Note 3 to the financial statements of GULF in the Form 10-K. In 1999, the Florida PSC approved GULF's plan to reduce its authorized rate of return, reduce retail base rates and share revenues with its customers. The revenue sharing plan expired on April 22, 2002 at the commercial in-service date of Plant Smith Unit 3. Based upon the actual revenues for January through April 2002, there will be no refund to customers for this period. For additional information, see Item 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS - "Future Earnings Potential" of GULF in the Form 10-K. In April 2002, the Florida PSC approved an annual base rate increase for GULF of $53.2 million which became effective in June 2002. Reference is made to Note (J) in the "Notes to the Condensed Financial Statements" herein and Item 7 - - MANAGEMENT'S DISCUSSION AND ANALYSIS - "Future Earnings Potential" of GULF in the Form 10-K for additional information. On April 25, 2002, the Stakeholder Advisory Committee met and selected the candidates that will be considered for the SeTrans ISA. On June 27, 2002, SOUTHERN and other SeTrans sponsors submitted a Petition for Declaratory Order seeking the FERC's approval of the SeTrans governance structure and the selection of the ISA, as well as guidance on various issues. The FERC granted the petition on October 10, 2002, approving the governance structure and the selection process for the ISA. The FERC also provided guidance on other issues identified in the petition. On November 1, 2002, the SeTrans sponsors announced that they had selected the team of ESB International, Ltd. ("ESBI") and Accenture LLP as the preferred candidate for ISA. 60 GULF POWER COMPANY MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION Should negotiations with this candidate successfully conclude with final agreement among the parties, the sponsors intend to seek any regulatory or other approvals necessary for formation of the SeTrans RTO and the approval of ESBI/Accenture to serve in the capacity of SeTrans ISA. Reference is made to Item 1 - BUSINESS - "Certain Factors Affecting the Industry" and Item 7 - - MANAGEMENT'S DISCUSSION AND ANALYSIS - "Industry Restructuring" of GULF in the Form 10-K for additional information. On July 31, 2002, the FERC issued a notice of proposed rulemaking entitled "Remedying Undue Discrimination Through Open Access Transmission Service and Standard Electricity Market Design." The FERC has indicated that the proposal, if adopted, would (among other things): (i) require transmission assets of jurisdictional utilities to be operated by an independent entity; (ii) establish a standard market design; (iii) establish a single type of transmission service that applies to all customers; (iv) assert jurisdiction over the transmission component of bundled retail service; (v) establish a generation reserve margin; (vi) establish bid caps for day-ahead and spot energy markets; and (vii) revise the FERC policy on the pricing of transmission expansions. The FERC has revised the comment schedule such that comments on certain issues are due on November 15, 2002 and comments on other issues are due on January 10, 2003. Reply comments are due on February 17, 2003. Any impact of this proposal on SOUTHERN and its subsidiaries will depend on the form in which final rules may be ultimately adopted. Reference is made to Notes (C) through (E), (J) and (Q) in the "Notes to the Condensed Financial Statements" herein for discussion of various contingencies and other matters which may affect future earnings potential. Reference is also made to Part II - Item 1 - "Legal Proceedings" herein. Reference is also made to Note (E) in the "Notes to the Condensed Financial Statements" herein for information relating to certain lawsuits regarding the installation of fiber optic cable over GULF's existing easements. Accounting Policies Critical Policy GULF's significant accounting policies are described in Note 1 to the financial statements of GULF in Item 8 of the Form 10-K. GULF's only critical accounting policy involves rate regulation. GULF is subject to the provisions of FASB Statement No. 71, "Accounting for the Effects of Certain Types of Regulation." In the event that a portion of GULF's operations is no longer subject to these provisions, GULF would be required to write off related regulatory assets and liabilities that are not specifically recoverable and determine if any other assets, including plant, have been impaired. New Accounting Standards In June 2001, the FASB issued Statement No. 143, "Asset Retirement Obligations," which establishes new accounting and reporting standards for legal obligations associated with retiring assets. The liability for an asset's future retirement must be recorded in the period in which the liability is incurred. The cost must be capitalized as part of the related long-lived asset and depreciated over the asset's useful life. Changes in the liability resulting from the passage of time will be recognized as operating expenses. Statement No. 143 must be adopted by January 1, 2003. GULF is currently assessing the impact of adopting Statement No. 143 on its financial statements. 61 GULF POWER COMPANY MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION In July 2002, the FASB issued Statement No. 146, "Accounting for Costs Associated with Exit or Disposal Activities." Statement No. 146 requires that a liability for costs associated with an exit or disposal activity be recognized and measured initially at fair value when the liability is incurred. Disposal activities which are addressed in Statement No. 146 include the termination benefits provided to current employees that are involuntarily terminated, costs to terminate a contract that is not a capital lease and costs to consolidate facilities or relocate employees. Statement No. 146 is effective for exit or disposal activities that are initiated after December 31, 2002. GULF does not expect that adoption of Statement No. 146 will have a material impact on its financial statements. Reference is made to Note 1 to the financial statements of GULF in Item 8 of the Form 10-K regarding GULF's adoption of FASB Statement No. 133, "Accounting for Derivative Instruments and Hedging Activities," as amended. Recent accounting changes have been issued by the Emerging Issues Task Force ("EITF") of the FASB. These changes will require certain energy trading contracts that are currently marked to market to be accounted for under the accrual basis. These changes will also require certain trading activities to be recorded on a net basis for income statement presentation. The new rules will be effective January 1, 2003. GULF is in the process of determining the impact of this recently issued guidance. However, in many cases, GULF's current transactions meet the normal purchases and sale exception under FASB Statement No. 133 and are already accounted for under the accrual basis. FINANCIAL CONDITION Overview Major changes in GULF's financial condition during the first nine months of 2002 included the addition of approximately $88.9 million to utility plant. The funds for these additions and other capital requirements were derived primarily from operations, other long-term debt and capital contributions from SOUTHERN. See GULF's Condensed Statements of Cash Flows herein for further details. Credit Rating Risk GULF does not have any credit agreements that would require material changes in payment schedules or terminations as a result of a credit rating downgrade. Exposure to Market Risks GULF's market risk exposures relative to interest rate changes have not changed materially compared with the December 31, 2001 reporting period. In addition, GULF is not aware of any facts or circumstances that would significantly affect such exposures in the near term. Due to cost-based rate regulations, GULF has limited exposure to market volatility in interest rates, commodity fuel prices and prices of electricity. To mitigate residual risks relative to movements in electricity prices, GULF enters into fixed price contracts for the purchase and sale of electricity through the wholesale electricity market and, to a lesser extent, similar contracts for gas purchases. GULF has received approval from the Florida PSC to recover prudently incurred costs related to its fuel hedging program through the fuel cost recovery mechanism. The fair value of derivative energy contracts at September 30, 2002 is as follows: 62 GULF POWER COMPANY MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION Third Quarter 2002 Year-to-Date Changes Changes ----------------------------------- --------------------------------------- Fair Value ----------------------------------- --------------------------------------- (in thousands) Contracts beginning of period $ (64) $(110) Contracts realized or settled 81 126 New contracts at inception - - Changes in valuation techniques - - Current period changes 151 152 ----------------------------------- -------------------- ------------------ Contracts at September 30, 2002 $ 168 $ 168 =================================== ==================== ================== Source of September 30, 2002 Valuation Prices --------------------------------- --------------- ----------------------- Maturity Total ----------------------- Fair Value Year 1 1-3 Years --------------------------------- --------------------------------------- (in thousands) Actively quoted $168 $168 $- External sources - - - Models and other methods - - - --------------------------------- --------------- ----------------------- Contracts at September 30, 2002 $168 $168 $- ================================= =============== ======================= Realized gains and losses are recognized in the Statements of Income as incurred. These amounts were not material for the quarter and year-to-date periods ended September 30, 2002 and 2001. Reference is made to Item 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS - "Exposure to Market Risks" of GULF in the Form 10-K and Note 1 to the financial statements of GULF in Item 8 of the Form 10-K for additional information. Financing Activities In January 2002, GULF issued $45 million of Series E 6.00% Senior Notes due January 30, 2012. The proceeds from the sale were used by GULF to finance certain construction costs incurred in connection with Plant Smith Unit 3, GULF's 574 megawatt combined-cycle facility, which was placed in service in April 2002, and for general corporate purposes. In September 2002, GULF sold through public authorities $13 million of solid waste disposal facilities revenue refunding bonds due September 1, 2028. The proceeds, together with other moneys of GULF, were used to redeem $13 million aggregate principal amount of solid waste disposal facilities revenue bonds, Series 1993. Also in September 2002, GULF sold through public authorities $42 million of pollution control revenue bonds due September 1, 2037. The proceeds, together with any investment proceeds and other moneys of GULF, were used to redeem $42 million aggregate principal amount of pollution control revenue bonds, First Series 1994 and Second Series 1994. 63 GULF POWER COMPANY MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION GULF plans to continue, to the extent possible, a program to retire higher-cost securities and replace these obligations with lower-cost capital if market conditions permit. Capital Requirements Reference is made to Item 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS of GULF under "Capital Requirements for Construction," "Other Capital Requirements" and "Environmental Matters" in the Form 10-K for a description of GULF's capital requirements for its construction program, maturing debt and environmental compliance efforts. GULF signed an agreement with the Florida Department of Environmental Protection in August 2002 that calls for the installation of additional equipment at Plant Crist to proactively address ozone problems. Once the agreement receives final approval from the Florida PSC for recovery through the Environmental Cost Recovery Clause, the agreement will increase GULF's estimated construction expenditures for 2003 and 2004 by $12 million and $38 million, respectively. Sources of Capital In addition to the financing activities previously described herein, GULF plans to obtain the funds required for construction and other purposes from sources similar to those used in the past. The amount, type and timing of any financings - -- if needed -- will depend upon maintenance of adequate earnings, regulatory approval, prevailing market conditions and other factors. See Item 1 - BUSINESS - - "Financing Programs" in the Form 10-K for additional information. To meet short-term cash needs and contingencies, GULF had at September 30, 2002 approximately $6.1 million of cash and cash equivalents and $61.9 million of unused committed lines of credit with banks that expire in 2002 and $61.5 million that expire in 2003. The credit arrangements provide liquidity support to GULF's obligations with respect to variable rate pollution control bonds and commercial paper. GULF may also meet short-term cash needs through a SOUTHERN subsidiary organized to issue and sell commercial paper and extendible commercial notes at the request and for the benefit of GULF and other SOUTHERN subsidiaries. At September 30, 2002, GULF had outstanding $57.9 million of notes payable. Management believes that the need for working capital can be adequately met by utilizing lines of credit without maintaining large cash balances. 64 MISSISSIPPI POWER COMPANY 65
MISSISSIPPI POWER COMPANY CONDENSED STATEMENTS OF INCOME (UNAUDITED) For the Three Months For the Nine Months Ended September 30, Ended September 30, 2002 2001 2002 2001 -------- ------- ------- ------- (in thousands) (in thousands) Operating Revenues: Retail sales $ 159,097 $ 145,067 $ 416,165 $ 387,448 Sales for resale -- Non-affiliates 64,421 67,514 168,755 157,239 Affiliates 14,959 19,859 35,028 55,451 Other revenues 4,600 3,476 11,565 11,039 --------- --------- --------- --------- Total operating revenues 243,077 235,916 631,513 611,177 --------- --------- --------- --------- Operating Expenses: Operation -- Fuel 88,331 92,741 215,305 203,289 Purchased power -- Non-affiliates 6,134 9,546 13,391 38,352 Affiliates 6,201 5,879 23,994 50,582 Other 39,026 36,208 111,490 95,341 Maintenance 15,050 13,167 56,327 40,456 Depreciation and amortization 14,166 13,986 42,596 39,864 Taxes other than income taxes 14,159 11,126 41,070 33,775 --------- --------- --------- --------- Total operating expenses 183,067 182,653 504,173 501,659 --------- --------- --------- --------- Operating Income 60,010 53,263 127,340 109,518 Other Income: Interest income 192 195 360 418 Other, net (427) 1,964 750 4,027 --------- --------- --------- --------- Earnings Before Interest and Income Taxes 59,775 55,422 128,450 113,963 --------- --------- --------- --------- Interest Expense and Other: Interest expense, net 4,394 4,800 13,719 17,964 Distributions on preferred securities of subsidiary 616 678 2,386 2,034 --------- --------- --------- --------- Total interest charges and other, net 5,010 5,478 16,105 19,998 --------- --------- --------- --------- Earnings Before Income Taxes 54,765 49,944 112,345 93,965 Income taxes 20,878 19,061 42,681 35,790 --------- --------- --------- --------- Net Income Before Cumulative Effect of Accounting Change 33,887 30,883 69,664 58,175 Cumulative effect of accounting change -- less income taxes of $43 thousand - - - 70 --------- --------- --------- --------- Net Income 33,887 30,883 69,664 58,245 Dividends on Preferred Stock 503 504 1,510 1,538 --------- --------- --------- --------- Net Income After Dividends on Preferred Stock $ 33,384 $ 30,379 $ 68,154 $ 56,707 ========= ========= ========= ========= The accompanying notes as they relate to MISSISSIPPI are an integral part of these condensed statements.
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MISSISSIPPI POWER COMPANY CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED) For the Nine Months Ended September 30, 2002 2001 ------- ------- (in thousands) Operating Activities: Net income $ 69,664 $ 58,245 Adjustments to reconcile net income to net cash provided from operating activities -- Depreciation and amortization 45,784 42,868 Deferred income taxes and investment tax credits, net (7,147) (8,082) Other, net 3,688 6,481 Changes in certain current assets and liabilities -- Receivables, net 3,722 (20,660) Fossil fuel stock 1,896 (23,763) Materials and supplies 140 (2,909) Accounts payable (9,400) 27,625 Other 34,843 37,269 --------- --------- Net cash provided from operating activities 143,190 117,074 --------- --------- Investing Activities: Gross property additions (48,858) (37,433) Other (12,463) (6,121) --------- --------- Net cash used for investing activities (61,321) (43,554) --------- --------- Financing Activities: Decrease in notes payable, net (15,973) (39,075) Proceeds -- Senior notes 80,000 - Preferred securities 35,000 - Capital contributions from parent company 11,779 70,579 Retirements -- First mortgage bonds (650) (36,000) Senior notes (80,418) (20,718) Preferred securities (35,000) - Payment of preferred stock dividends (1,510) (1,538) Payment of common stock dividends (47,625) (37,800) Other (1,144) (77) --------- --------- Net cash used for financing activities (55,541) (64,629) --------- --------- Net Increase in Cash and Cash Equivalents 26,328 8,891 Cash and Cash Equivalents at Beginning of Period 18,950 7,531 --------- --------- Cash and Cash Equivalents at End of Period $ 45,278 $ 16,422 ========= ========= Supplemental Cash Flow Information: Cash paid during the period for -- Interest (net of amount capitalized) $11,476 $16,176 Income taxes (net of refunds) $26,538 $4,493 The accompanying notes as they relate to MISSISSIPPI are an integral part of these condensed statements.
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MISSISSIPPI POWER COMPANY CONDENSED BALANCE SHEETS (UNAUDITED) At September 30, At December 31, Assets 2002 2001 - ------ ---------------- --------------- (in thousands) Current Assets: Cash and cash equivalents $ 45,278 $ 18,950 Receivables -- Customer accounts receivable 63,770 48,200 Under recovered regulatory clauses 24,300 15,086 Other accounts and notes receivable 5,804 26,068 Affiliated companies 14,368 22,569 Accumulated provision for uncollectible accounts (1,029) (856) Fossil fuel stock, at average cost 29,593 31,489 Materials and supplies, at average cost 23,083 23,223 Other 26,731 16,002 ----------- ----------- Total current assets 231,898 200,731 ----------- ----------- Property, Plant, and Equipment: In service 1,783,933 1,741,499 Less accumulated provision for depreciation 727,412 698,681 ----------- ----------- 1,056,521 1,042,818 Construction work in progress 35,772 38,253 ----------- ----------- Property, plant, and equipment 1,092,293 1,081,071 ----------- ----------- Other Property and Investments 2,970 1,900 ----------- ----------- Deferred Charges and Other Assets: Deferred charges related to income taxes 12,811 13,394 Prepaid pension costs 14,037 11,171 Debt expense, being amortized 4,349 4,396 Premium on reacquired debt, being amortized 7,321 6,719 Other 18,034 20,821 ----------- ----------- Total deferred charges and other assets 56,552 56,501 ------------ ----------- Total Assets $ 1,383,713 $ 1,340,203 =========== =========== The accompanying notes as they relate to MISSISSIPPI are an integral part of these condensed statements.
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MISSISSIPPI POWER COMPANY CONDENSED BALANCE SHEETS (UNAUDITED) At September 30, At December 31, Liabilities and Stockholder's Equity 2002 2001 - ------------------------------------ ----------------- ---------------- (in thousands) Current Liabilities: Securities due within one year $ 35,020 $ 80,020 Notes payable - 15,973 Accounts payable -- Affiliated 14,180 16,642 Other 71,418 82,072 Customer deposits 6,816 6,540 Taxes accrued -- Income taxes 37,221 14,981 Other 32,366 35,282 Interest accrued 8,099 5,079 Vacation pay accrued 5,810 5,810 Regulatory clauses over recovery 28,316 13,296 Other 8,485 12,040 ----------- ----------- Total current liabilities 247,731 287,735 ----------- ----------- Long-term debt 277,719 233,753 ----------- ----------- Deferred Credits and Other Liabilities: Accumulated deferred income taxes 135,275 138,913 Deferred credits related to income taxes 21,505 23,626 Accumulated deferred investment tax credits 21,358 22,268 Employee benefits provisions 48,765 45,827 Other 40,562 29,592 ----------- ----------- Total deferred credits and other liabilities 267,465 260,226 ----------- ----------- Company obligated mandatorily redeemable preferred securities of subsidiary trust holding company junior subordinated notes 35,000 35,000 ----------- ----------- Preferred stock 31,809 31,809 ----------- ----------- Common Stockholder's Equity: Common stock equity -- Authorized - 1,130,000 shares Outstanding - 1,121,000 shares Par value 37,691 37,691 Paid-in capital 279,035 267,256 Premium on preferred stock 326 326 Retained earnings 206,937 186,407 ----------- ----------- Total common stockholder's equity 523,989 491,680 ----------- ----------- Total Liabilities and Stockholder's Equity $ 1,383,713 $ 1,340,203 =========== =========== The accompanying notes as they relate to MISSISSIPPI are an integral part of these condensed statements.
69 MISSISSIPPI POWER COMPANY MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION THIRD QUARTER 2002 vs. THIRD QUARTER 2001 AND YEAR-TO-DATE 2002 vs. YEAR-TO-DATE 2001 RESULTS OF OPERATIONS Earnings MISSISSIPPI's net income after dividends on preferred stock for the third quarter 2002 and year-to date 2002 was $33.4 million and $68.1 million, respectively, compared to $30.4 million and $56.7 million for the corresponding periods of 2001. Earnings increased $3.0 million, or 9.9%, for the third quarter 2002 and $11.4 million, or 20.2%, year-to-date 2002 primarily due to higher operating revenues. Significant income statement items appropriate for discussion include the following:
Increase (Decrease) -------------------------------------------------------------------- Third Quarter Year-To-Date ------------------------------------ ------------------------------- (in thousands) % (in thousands) % Retail sales $14,030 9.7 $ 28,717 7.4 Sales for resale - non-affiliates (3,093) (4.6) 11,516 7.3 Sale for resale - affiliates (4,900) (24.7) (20,423) (36.8) Fuel expense (4,410) (4.8) 12,016 5.9 Purchased power - non-affiliates (3,412) (35.7) (24,961) (65.1) Purchased power - affiliates 322 5.5 (26,588) (52.6) Other operation expense 2,818 7.8 16,149 16.9 Maintenance expense 1,883 14.3 15,871 39.2 Taxes other than income taxes 3,033 27.3 7,295 21.6 Other, net (2,391) (121.7) (3,277) (81.4) Interest expense, net (406) (8.5) (4,245) (23.6) ---------------------- ------------- ------------------- -----------
Retail sales. Excluding fuel revenues, which generally do not affect net income, retail sales revenue increased by $12.6 million, or 15.0%, in the third quarter 2002 and by $34.9 million, or 15.9%, year-to-date 2002 when compared to the corresponding periods in 2001 primarily due to the retail rate increase which took effect in January 2002 and, to a lesser extent, higher retail energy sales. (Reference is made to Note (K) in the "Notes to the Condensed Financial Statements" herein for additional information.) Retail energy sales in the third quarter 2002 compared to the same period in 2001 increased for residential and commercial customers by 3.7% and 0.5%, respectively, while sales to industrial customers decreased by 2.4%. For year-to-date 2002 as compared to the corresponding period in 2001, total retail sales increased 4.0% and 1.8% for residential and commercial customers, respectively, and decreased 1.4% for industrial customers. Energy sales to industrial customers continue to be affected by the sluggish economy. Sales for resale - non-affiliates. During the third quarter 2002 sales for resale to non-affiliates were lower than the amounts recorded in the same period in 2001 mainly due to decreased demand from these customers. The year-to-date 2002 increase in sales for resale to non-affiliates is primarily due to increased demand for energy by non-affiliates and commercial operation in May 2001 of Plant Daniel Units 3 and 4 when compared to the corresponding periods in 2001. 70 MISSISSIPPI POWER COMPANY MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION Sales for resale - affiliates and Purchased power - affiliates. Revenues from sales for resale to affiliated companies, as well as purchases of energy, within the SOUTHERN system will vary depending on demand and the availability and cost of generating resources at each company. These transactions do not have a significant impact on earnings. Fuel expense. In the third quarter 2002, fuel expense decreased as a result of lower unit fuel prices when compared to the same period in the prior year. For year-to-date 2002, higher fuel expenses as compared to 2001 resulted from increased generation. Since energy expenses are generally offset by energy revenues through MISSISSIPPI's retail and wholesale fuel cost recovery clauses, these expenses do not have a significant impact on earnings. Purchased power - non-affiliates. During the third quarter 2002 and year-to-date 2002, purchased power from non-affiliates decreased as a result of lower costs associated with these energy purchases and the utilization of electricity within the SOUTHERN system when compared to the corresponding periods in 2001. Throughout the SOUTHERN system, an additional 2,279 megawatts of generation has been placed into commercial operation during 2002. These purchased power transactions do not have a significant impact on net income since energy expenses are generally offset by energy revenues through MISSISSIPPI's retail and wholesale fuel cost recovery clauses. Other operation expense. Other operation expense increased in the third quarter 2002 primarily due to higher administrative and general expenses. The year-to-date 2002 increase was largely related to lease payments associated with the commercial operation of Plant Daniel Units 3 and 4, which began in May 2001. Maintenance expense. Maintenance expense was higher during the third quarter 2002 and year-to-date 2002 when compared to the same periods in the prior year primarily due to scheduled maintenance performed at Plant Watson and Plant Daniel in 2002. Taxes other than income taxes. For the third quarter 2002 and year-to-date 2002, the increases in taxes other than income taxes are primarily attributed to additional property taxes related to the commercial operation of Plant Daniel Units 3 and 4. Other, net. The reduction in other, net for the third quarter 2002 and year-to-date 2002 is mostly related to project work requested by customers in the corresponding periods of 2001. Interest expense, net. Decreases in this item for the third quarter 2002 and year-to-date 2002 when compared to the same periods in the prior year are largely a result of lower interest rates on long-term debt and notes payable outstanding. Future Earnings Potential The results of operations discussed above are not necessarily indicative of future earnings potential. The level of future earnings depends on numerous factors including regulatory matters and the effect of weather and the economy on energy sales. In December 2001, the Mississippi PSC approved MISSISSIPPI's annual retail rate increase of approximately $39 million, which became effective in January 2002. For additional information, see Note (K) in the "Notes to the Condensed Financial Statements" herein. 71 MISSISSIPPI POWER COMPANY MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION Reference is made to Item 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS - "Future Earnings Potential" of MISSISSIPPI in the Form 10-K regarding the settlement agreement between MISSISSIPPI and certain wholesale customers to increase its wholesale tariff rates effective June 1, 2002. On April 19, 2002, the FERC accepted for filing the settlement agreement and placed the new tariff rates in effect June 1, 2002, without modifying the agreement reached between MISSISSIPPI and its customers. For additional information, see Note (L) in the "Notes to the Condensed Financial Statements" herein. With the enactment of the Energy Act and new legislation being discussed at the federal level to expand customer choice, MISSISSIPPI is positioning the business to meet the challenge of increasing competition. For additional information, see Item 1 - BUSINESS - "Competition" and Item 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS - "Future Earnings Potential" of MISSISSIPPI in the Form 10-K. MISSISSIPPI's business activities are subject to extensive governmental regulation related to public health and the environment. Litigation over environmental issues and claims of various types, including property damage, personal injury and citizen enforcement of environmental requirements, has increased generally throughout the United States; in particular, personal injury claims for damages caused by alleged exposure to hazardous materials have become more frequent. MISSISSIPPI's 2002 ECO Plan filing was approved, as filed, by the Mississippi PSC on March 5, 2002, and resulted in a slight increase in rates. Compliance costs related to the Clean Air Act could affect earnings if such costs cannot continue to be recovered. For additional information about the Clean Air Act and other environmental issues, including the EPA litigation, see Item 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS - "Environmental Matters" and Note 3 to the financial statements of MISSISSIPPI in the Form 10-K. On April 25, 2002, the Stakeholder Advisory Committee met and selected the candidates that will be considered for the SeTrans ISA. On June 27, 2002, SOUTHERN and other SeTrans sponsors submitted a Petition for Declaratory Order seeking the FERC's approval of the SeTrans governance structure and the selection process for the ISA, as well as guidance on various issues. The FERC granted the petition on October 10, 2002, approving the governance structure and the selection process for the ISA. The FERC also provided guidance on other issues identified in the petition. On November 1, 2002, the SeTrans sponsors announced that they had selected the team of ESB International, Ltd. ("ESBI") and Accenture LLP as the preferred candidate for ISA. Should negotiations with this candidate successfully conclude with final agreement among the parties, the sponsors intend to seek any regulatory or other approvals necessary for formation of the SeTrans RTO and the approval of ESBI/Accenture to serve in the capacity of SeTrans ISA. Reference is made to Item 1 - BUSINESS - "Certain Factors Affecting the Industry" and Item 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS - "Industry Restructuring" of MISSISSIPPI in the Form 10-K for additional information. On July 31, 2002, the FERC issued a notice of proposed rulemaking entitled "Remedying Undue Discrimination Through Open Access Transmission Service and Standard Electricity Market Design." The FERC has indicated that the proposal, if adopted, would (among other things): (i) require transmission assets of jurisdictional utilities to be operated by an independent entity; (ii) establish a standard market design; (iii) establish a single type of transmission service that applies to all customers; (iv) assert jurisdiction over the transmission component of bundled retail service; (v) establish a generation reserve margin; (vi) establish bid caps for day-ahead and spot energy markets; and (vii) revise the FERC policy on the pricing of transmission 72 MISSISSIPPI POWER COMPANY MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION expansions. The FERC has revised the comment schedule such that comments on certain issues are due on November 15, 2002, and comments on other issues are due on January 10, 2003. Reply comments are due on February 17, 2003. Any impact of this proposal on SOUTHERN and its subsidiaries will depend on the form in which final rules may be ultimately adopted. Reference is made to Note 6 to MISSISSIPPI's financial statements in the Form 10-K regarding Long-Term Capacity Sales Agreements. MISSISSIPPI has entered into a capacity sales contract under which minimum capacity revenues to MISSISSIPPI would average approximately $21 million annually through May 2011. The customer for that capacity, a subsidiary of Dynegy Inc. ("Dynegy"), is currently experiencing liquidity problems and has had its credit rating reduced below investment grade. Dynegy has provided MISSISSIPPI with a letter of credit expiring in February 2003 totaling $26 million (approximately 15 months of capacity payments). This letter of credit can be drawn if it is not replaced by acceptable security prior to expiration or if there is a default under the contract. In the event of such a default, and if MISSISSIPPI was unable to resell that capacity in the market, future earnings could be affected. The outcome cannot now be determined. Reference is made to Notes (C) through (E), (K), (L) and (Q) in the "Notes to the Condensed Financial Statements" herein for discussion of various contingencies and other matters which may affect future earnings potential. Reference is also made to Part II - Item 1 - "Legal Proceedings" herein. Reference is also made to Note (E) in the "Notes to the Condensed Financial Statements" herein for information relating to certain lawsuits regarding the installation of fiber optic cable over MISSISSIPPI's existing easements. Accounting Policies Critical Policies MISSISSIPPI's significant accounting policies are described in Note 1 to the financial statements of MISSISSIPPI in Item 8 of the Form 10-K. MISSISSIPPI's critical accounting policies involve rate regulation and lease accounting. MISSISSIPPI is subject to the provisions of FASB Statement No. 71, "Accounting for the Effects of Certain Types of Regulation." In the event that a portion of MISSISSIPPI's operations is no longer subject to these provisions, MISSISSIPPI would be required to write off related regulatory assets and liabilities that are not specifically recoverable and determine if any other assets, including plant, have been impaired. Additionally, MISSISSIPPI accounts for its lease agreement with Escatawpa Funding, Limited Partnership ("Escatawpa") as an operating lease. Under this agreement, Escatawpa, a special purpose entity, is owner-lessor of the combined-cycle generating units at MISSISSIPPI's Plant Daniel. MISSISSIPPI does not consolidate this entity since parties unrelated to MISSISSIPPI have made substantive residual equity capital investments in excess of 3 percent. In June 2002, the FASB issued an exposure draft for comment of a proposed interpretation on "Consolidation of Certain Special-Purpose Entities," an interpretation of Accounting Research Bulletin No. 51. It is expected that the exposure draft would be finalized by year end, with an effective date for existing transactions subject to the interpretation, including MISSISSIPPI's lease transaction, to be implemented on April 1, 2003. This interpretation is in draft form; the final pronouncement may differ from the draft. However, in its current draft form, MISSISSIPPI would be deemed to be the "primary beneficiary" of its lease arrangement with Escatawpa and would be required to consolidate the leased asset and 73 MISSISSIPPI POWER COMPANY MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION related debt on its books or to restructure the existing arrangement to comply with the final rules. Until final rules are approved by the FASB, MISSISSIPPI will continue to analyze the impact of the exposure draft. MISSISSIPPI's current operating lease arrangement with Escatawpa has been reviewed and approved by the Mississippi PSC and is reflected and approved for recovery in both its retail and wholesale rate jurisdictions. Consolidation of the leased asset and related debt could require MISSISSIPPI to seek additional regulatory review. New Accounting Standards In June 2001, the FASB issued Statement No. 143, "Asset Retirement Obligations," which establishes new accounting and reporting standards for legal obligations associated with retiring assets. The liability for an asset's future retirement must be recorded in the period in which the liability is incurred. The cost must be capitalized as part of the related long-lived asset and depreciated over the asset's useful life. Changes in the liability resulting from the passage of time will be recognized as operating expenses. Statement No. 143 must be adopted by January 1, 2003. MISSISSIPPI is currently assessing the impact of adopting Statement No. 143 on its financial statements. In July 2002, the FASB issued Statement No. 146, "Accounting for Costs Associated with Exit or Disposal Activities." Statement No. 146 requires that a liability for costs associated with an exit or disposal activity be recognized and measured initially at fair value when the liability is incurred. Disposal activities which are addressed in Statement No. 146 include the termination benefits provided to current employees that are involuntarily terminated, costs to terminate a contract that is not a capital lease and costs to consolidate facilities or relocate employees. Statement No. 146 is effective for exit or disposal activities that are initiated after December 31, 2002. MISSISSIPPI does not expect that adoption of Statement No. 146 will have a material impact on its financial statements. Reference is made to Note 1 to the financial statements of MISSISSIPPI in Item 8 of the Form 10-K regarding MISSISSIPPI's adoption of FASB Statement No. 133, "Accounting for Derivative Instruments and Hedging Activities," as amended. Recent accounting changes have been issued by the Emerging Issues Task Force ("EITF") of the FASB. These changes will require certain energy trading contracts that are currently marked to market to be accounted for under the accrual basis. These changes will also require certain trading activities to be recorded on a net basis for income statement presentation. The new rules will be effective January 1, 2003. MISSISSIPPI is in the process of determining the impact of this recently issued guidance. However, in many cases, MISSISSIPPI's current transactions meet the normal purchases and sale exception under FASB Statement No. 133 and are already accounted for under the accrual basis. FINANCIAL CONDITION Overview Major changes in MISSISSIPPI's financial condition during the first nine months of 2002 included the addition of approximately $48.9 million to utility plant. The funds for these additions and other capital requirements were derived primarily from operations. See MISSISSIPPI's Condensed Statements of Cash Flows herein for further details. 74 MISSISSIPPI POWER COMPANY MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION Off-Balance Sheet Financing Arrangements In May 2001, MISSISSIPPI began the initial 10-year term of an operating lease agreement signed in 1999 with Escatawpa, a special purpose entity, to use a combined-cycle generating facility located at MISSISSIPPI's Plant Daniel. The facility cost approximately $370 million. The lease provides for a residual value guarantee -- approximately 71 percent of the completion cost -- by MISSISSIPPI that is due upon termination of the lease in certain circumstances. Reference is made to Note 4 to the financial statements of MISSISSIPPI in Item 8 of the Form 10-K and to "Critical Policies" above for additional information. Credit Rating Risk MISSISSIPPI does not have any credit agreements that would require material changes in payment schedules or terminations as a result of a credit rating downgrade. There are certain fixed-price physical gas purchase contracts that could require collateral -- but not accelerated payment -- in the event of a credit rating change to below investment grade; however, at September 30, 2002, this exposure was immaterial. Exposure to Market Risks MISSISSIPPI's market risk exposures relative to interest rate changes have not changed materially compared with the December 31, 2001 reporting period. In addition, MISSISSIPPI is not aware of any facts or circumstances that would significantly affect such exposures in the near term. Due to cost-based rate regulations, MISSISSIPPI has limited exposure to market volatility in interest rates, commodity fuel prices and prices of electricity. To mitigate residual risks relative to movements in electricity prices, MISSISSIPPI enters into fixed price contracts for the purchase and sale of electricity through the wholesale electricity market and, to a lesser extent, similar contracts for gas purchases. MISSISSIPPI has also implemented retail fuel hedging programs at the instruction of its PSC and wholesale fuel hedging programs under agreements with customers. The fair value of derivative, fuel and energy contracts is as follows: Third Quarter 2002 Year-to-Date Changes Changes ---------------------------------- ---------------------------------------- Fair Value ---------------------------------- ---------------------------------------- (in thousands) Contracts beginning of period $6,844 $(3,830) Contracts realized or settled (105) (296) New contracts at inception - - Changes in valuation techniques - - Current period changes 2,770 13,635 ---------------------------------- -------------------------- -------------- Contracts at September 30, 2002 $9,509 $ 9,509 ================================== ========================== ============== 75 MISSISSIPPI POWER COMPANY MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION
Source of September 30, 2002 Valuation Prices ----------------------------------- ------------------------------------------- Maturity Total --------------------------- Fair Value Year 1 1-3 Years ----------------------------------- ------------------------------------------- (in thousands) Actively quoted $9,509 $8,239 $1,270 External sources - - - Models and other methods - - - ----------------------------------- --------------- --------------------------- Contracts at September 30, 2002 $9,509 $8,239 $1,270 =================================== =============== ===========================
Unrealized gains and losses from mark to market adjustments on contracts related to the retail and wholesale fuel hedging programs are recorded as regulatory assets and liabilities. At September 30, 2002, MISSISSIPPI had approximately $9.5 million in regulatory liabilities related to unrealized gains on mark to market derivative contracts associated with its fuel hedging programs. Realized gains and losses from these programs are included in fuel expense and are recovered through MISSISSIPPI's energy cost management clauses. Reference is made to Note 1 to the financial statements of MISSISSIPPI in Item 8 of the Form 10-K and Note (L) in the "Notes to the Condensed Financial Statements" herein regarding the respective approvals of the retail and wholesale energy cost management clauses. Gains and losses on contracts that do not represent hedges are recognized in the Statements of Income as incurred. For the quarter and year-to-date periods ended September 30, 2002 and 2001, these amounts were not material. For additional information, reference is made to Item 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS - "Exposure to Market Risks" of MISSISSIPPI in the Form 10-K and Note 1 to the financial statements of MISSISSIPPI in Item 8 of the Form 10-K. Financing Activities In March 2002, MISSISSIPPI issued $80 million of Series D Floating Rate Senior Notes due March 12, 2004. The proceeds of the sale were used to repay $80 million of Series C Floating Rate Senior Notes due March 28, 2002. Also in March 2002, Mississippi Power Capital Trust II, a statutory business trust, sold $35 million of its 7.20% Trust Originated Preferred Securities, which are guaranteed by MISSISSIPPI, for the purpose of redeeming in May 2002 $35 million of Mississippi Power Capital Trust I 7.75% Trust Originated Preferred Securities. In October 2002, MISSISSIPPI sold through public authorities an aggregate principal amount of $42.625 million of Mississippi Business Finance Corporation Pollution Control Revenue Refunding Bonds, Series 2002 due September 1, 2028. The proceeds of this sale will be used to redeem (i) $16.75 million aggregate principal amount of Harrison County, Mississippi Pollution Control Revenue Refunding Bonds, Series 1992; (ii) $18 million aggregate principal amount of Jackson County, Mississippi Pollution Control Revenue Refunding Bonds, Series 1993; and (iii) $7.875 million aggregate principal amount of Mississippi Business Finance Corporation Water Pollution Control Revenue Refunding Bonds, Series 1993. MISSISSIPPI plans to continue, to the extent possible, a program to retire higher-cost debt and replace these securities with lower-cost capital. 76 MISSISSIPPI POWER COMPANY MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION Capital Requirements Reference is made to Item 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS of MISSISSIPPI under "Capital Requirements for Construction," "Environmental Matters" and "Other Capital Requirements" and Note 3 to the financial statements in the Form 10-K for a description of MISSISSIPPI's capital requirements for its construction program, environmental compliance efforts and maturities of long-term debt. Sources of Capital In addition to the financing activities previously described herein, MISSISSIPPI plans to obtain the funds required for construction and other purposes from sources similar to those used in the past. The amount, type and timing of any financings -- if needed -- will depend upon maintenance of adequate earnings, regulatory approval, prevailing market conditions and other factors. See Item 1 - - BUSINESS - "Financing Programs" in the Form 10-K for additional information. To meet short-term cash needs and contingencies, MISSISSIPPI had at September 30, 2002, approximately $45.3 million of cash and cash equivalents and $60 million of unused committed credit arrangements with banks that expire in 2002 and $77.5 million that expire in 2003. The credit arrangements provide liquidity support to MISSISSIPPI's obligations with respect to variable rate pollution control bonds and commercial paper. MISSISSIPPI may also meet short-term cash needs through a SOUTHERN subsidiary organized to issue and sell commercial paper and extendible commercial notes at the request and for the benefit of MISSISSIPPI and other SOUTHERN subsidiaries. At September 30, 2002, MISSISSIPPI had no outstanding notes payable. Management believes that the need for working capital can be adequately met by utilizing lines of credit without maintaining large cash balances. 77 SAVANNAH ELECTRIC AND POWER COMPANY 78
SAVANNAH ELECTRIC AND POWER COMPANY CONDENSED STATEMENTS OF INCOME (UNAUDITED) For the Three Months For the Nine Months Ended September 30, Ended September 30, 2002 2001 2002 2001 ----- ----- ---- ---- (in thousands) (in thousands) Operating Revenues: Retail sales $ 93,530 $88,398 $222,770 $217,533 Sales for resale -- Non-affiliates 1,728 3,808 4,758 7,382 Affiliates 957 638 3,119 2,516 Other revenues 756 739 2,062 1,813 -------- ------- -------- -------- Total operating revenues 96,971 93,583 232,709 229,244 -------- ------- -------- -------- Operating Expenses: Operation -- Fuel 18,805 18,096 41,881 40,609 Purchased power -- Non-affiliates 2,270 13,510 5,404 21,592 Affiliates 23,117 12,391 52,640 41,096 Other 13,796 12,523 39,794 36,803 Maintenance 5,273 4,336 18,045 15,333 Depreciation and amortization 5,072 6,461 17,660 19,381 Taxes other than income taxes 3,984 3,934 11,172 10,679 -------- ------- -------- -------- Total operating expenses 72,317 71,251 186,596 185,493 -------- ------- -------- -------- Operating Income 24,654 22,332 46,113 43,751 Other Income (Expense): Interest income 33 33 60 150 Other, net (566) (310) (1,126) (1,495) -------- ------- -------- -------- Earnings Before Interest and Income Taxes 24,121 22,055 45,047 42,406 -------- ------- -------- -------- Interest and Other: Interest expense, net 2,821 3,049 8,295 9,589 Distributions on preferred securities of subsidiary 685 685 2,055 2,055 -------- ------- -------- -------- Total interest and other, net 3,506 3,734 10,350 11,644 -------- ------- -------- -------- Earnings Before Income Taxes 20,615 18,321 34,697 30,762 Income taxes 7,467 7,012 12,712 11,753 -------- ------- -------- -------- Net Income Before Cumulative Effect of Accounting Change 13,148 11,309 21,985 19,009 Cumulative effect of accounting change -- less income taxes of $14 thousand - - - 22 -------- -------- --------- -------- Net Income $ 13,148 $ 11,309 $ 21,985 $ 19,031 ======== ======== ========= ======== The accompanying notes as they relate to SAVANNAH are an integral part of these condensed statements.
79
SAVANNAH ELECTRIC AND POWER COMPANY CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED) For the Nine Months Ended September 30, 2002 2001 ---- ---- (in thousands) Operating Activities: Net income $ 21,985 $ 19,031 Adjustments to reconcile net income to net cash provided from operating activities -- Depreciation and amortization 19,109 20,865 Deferred income taxes and investment tax credits, net (6,593) (10,667) Other, net 1,632 5,273 Changes in certain current assets and liabilities -- Receivables, net (1,090) 1,468 Fossil fuel stock 1,663 (973) Materials and supplies 3,572 (633) Accounts payable 4,121 (13,186) Other 2,700 27,760 --------- -------- Net cash provided from operating activities 47,099 48,938 --------- -------- Investing Activities: Gross property additions (26,354) (25,404) Other, net (2,192) (472) --------- -------- Net cash used for investing activities (28,546) (25,876) --------- -------- Financing Activities: Decrease in notes payable, net (26,467) (19,160) Proceeds -- Senior notes - 65,000 Other long-term debt 25,840 - Capital contributions from parent company 1,437 277 Retirements -- First mortgage bonds (436) (20,642) Other long-term debt - (30,630) Payment of common stock dividends (17,025) (16,300) Other (72) (394) --------- -------- Net cash used for financing activities (16,723) (21,849) --------- -------- Net Increase in Cash and Cash Equivalents 1,830 1,213 Cash and Cash Equivalents at Beginning of Period 2,391 - --------- -------- Cash and Cash Equivalents at End of Period $ 4,221 $ 1,213 ========= ======== Supplemental Cash Flow Information: Cash paid during the period for -- Interest (net of amount capitalized) $8,559 $10,503 Income taxes (net of refunds) $18,881 ($1,982) The accompanying notes as they relate to SAVANNAH are an integral part of these condensed statements.
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SAVANNAH ELECTRIC AND POWER COMPANY CONDENSED BALANCE SHEETS (UNAUDITED) At September 30, At December 31, Assets 2002 2001 - ------ --------------- --------------- (in thousands) Current Assets: Cash and cash equivalents $ 4,221 $ 2,391 Receivables -- Customer accounts receivable 42,788 29,959 Under recovered retail fuel clause revenue - 11,974 Other accounts and notes receivable 2,863 2,882 Affiliated companies 1,627 1,170 Accumulated provision for uncollectible accounts (703) (500) Fossil fuel stock, at average cost 8,188 9,851 Materials and supplies, at average cost 9,396 12,969 Prepaid taxes 19,449 12,511 Other 4,492 586 ---------- ---------- Total current assets 92,321 83,793 ---------- ---------- Property, Plant, and Equipment: In service 886,141 855,290 Less accumulated provision for depreciation 420,427 402,492 ---------- ---------- 465,714 452,798 Construction work in progress 4,762 8,540 ---------- ---------- Total property, plant, and equipment 470,476 461,338 ---------- ---------- Other Property and Investments 3,460 2,742 ---------- ----------- Deferred Charges and Other Assets: Deferred charges related to income taxes 11,840 12,283 Cash surrender value of life insurance for deferred compensation plans 20,477 20,002 Debt expense, being amortized 3,074 3,197 Premium on reacquired debt, being amortized 6,415 6,890 Other 8,732 4,498 ---------- ---------- Total deferred charges and other assets 50,538 46,870 ---------- ---------- Total Assets $ 616,795 $ 594,743 ========== ========== The accompanying notes as they relate to SAVANNAH are an integral part of these condensed statements.
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SAVANNAH ELECTRIC AND POWER COMPANY CONDENSED BALANCE SHEETS (UNAUDITED) At September 30, At December 31, Liabilities and Stockholder's Equity 2002 2001 - ------------------------------------ ----------------- --------------- (in thousands) Current Liabilities: Securities due within one year $ 20,906 $ 1,178 Notes payable 5,692 32,159 Accounts payable -- Affiliated 10,772 5,087 Other 8,859 10,160 Customer deposits 6,095 6,237 Taxes accrued -- Income taxes 3,012 2,587 Other 4,634 1,668 Interest accrued 5,025 4,014 Vacation pay accrued 2,448 2,361 Other 11,353 9,097 --------- --------- Total current liabilities 78,796 74,548 --------- --------- Long-term debt 166,385 160,709 --------- --------- Deferred Credits and Other Liabilities: Accumulated deferred income taxes 78,230 77,331 Deferred credits related to income taxes 12,778 13,776 Accumulated deferred investment tax credits 9,455 9,952 Employee benefits provisions 31,922 27,486 Other 15,914 14,023 --------- --------- Total deferred credits and other liabilities 148,299 142,568 --------- --------- Company obligated mandatorily redeemable preferred securities of subsidiary trusts holding company junior subordinated notes 40,000 40,000 --------- --------- Common Stockholder's Equity: Common stock, par value $5 per share -- Authorized - 16,000,000 shares Outstanding - 10,844,635 shares Par value 54,223 54,223 Paid-in capital 14,264 12,827 Retained earnings 114,828 109,868 --------- --------- Total common stockholder's equity 183,315 176,918 --------- --------- Total Liabilities and Stockholder's Equity $ 616,795 $ 594,743 ========= ========= The accompanying notes as they relate to SAVANNAH are an integral part of these condensed statements.
82 SAVANNAH ELECTRIC AND POWER COMPANY MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION THIRD QUARTER 2002 vs. THIRD QUARTER 2001 AND YEAR-TO-DATE 2002 vs. YEAR-TO-DATE 2001 RESULTS OF OPERATIONS Earnings SAVANNAH's net income for the third quarter 2002 and year-to-date 2002 was $13.1 million and $22.0 million, respectively, as compared to $11.3 million and $19.0 million for the corresponding periods of 2001. Earnings increased by $1.8 million, or 16.3%, in the third quarter 2002 and increased by $3.0 million, or 15.5%, year-to-date 2002. The increases in earnings for both periods in 2002 were primarily due to higher operating revenues and lower depreciation and amortization expenses, offset somewhat by higher operation and maintenance expenses, and higher purchased power capacity expenses. Significant income statement items appropriate for discussion include the following:
Increase (Decrease) ------------------------------------------------------------------ Third Quarter Year-To-Date ------------------------------------- ---------------------------- (in thousands) % (in thousands) % Retail sales $ 5,132 5.8 $ 5,237 2.4 Sales for resale - non-affiliates (2,080) (54.6) (2,624) (35.5) Sale for resale - affiliates 319 50.0 603 24.0 Purchased power - non-affiliates (11,240) (83.2) (16,188) (75.0) Purchased power - affiliates 10,726 86.6 11,544 28.1 Other operation expense 1,273 10.2 2,991 8.1 Maintenance expense 937 21.6 2,712 17.7 Depreciation and amortization (1,389) (21.5) (1,721) (8.9) Interest expense, net (228) (7.5) (1,294) (13.5) ----------------------- ------------- ------------------- --------
Retail sales. Excluding fuel revenues, which do not affect net income, retail sales revenue increased by $6.3 million, or 12.3%, for the third quarter 2002 and by $11.2 million, or 8.9%, for year-to-date 2002 when compared to the same periods in the prior year primarily as a result of increased demand due to hotter weather, growth in the number of customers served and the impact of the base rate increase. Energy sales in the third quarter 2002 increased by 7.8%, 7.5% and 9.3% to residential, commercial and industrial customers, respectively, when compared to the corresponding periods in 2001. Year-to-date energy sales increased to residential and commercial customers by 4.1% and 6.9%, respectively, while industrial energy sales were down slightly by 0.6%. Sales for resale - non-affiliates. Sales for resale to non-affiliates during the third quarter 2002 and year-to-date 2002 decreased when compared to the same periods in 2001 primarily due to lower demand for energy by non-affiliates. These transactions do not have a significant impact on earnings since the energy is usually sold at variable cost. 83 SAVANNAH ELECTRIC AND POWER COMPANY MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION Sales for resale - affiliates. Revenues from sales for resale to affiliated companies within the SOUTHERN system will vary depending on demand and the availability and cost of generating resources at each company. These transactions do not have a significant impact on earnings. Purchased power - non-affiliates. Decreases in purchased power from non-affiliates for the third quarter 2002 and year-to-date 2002 are directly related to the 7 1/2 year PPA between SAVANNAH and SOUTHERN POWER for energy and capacity from Plant Wansley Units 6 and 7 which began operation in June 2002. The energy which was previously purchased from non-affiliated companies is now being purchased from affiliates. Throughout the SOUTHERN system, an additional 2,279 megawatts of generation has been placed into commercial operation during 2002. Non-affiliated transactions are primarily energy and do not have a significant impact on earnings, as energy costs are generally recovered through SAVANNAH's fuel cost recovery clause. Purchased power - affiliates. As noted above, the increase in purchased power from affiliates was due to the new PPA with SOUTHERN POWER which became effective June 2002. The annual capacity costs of this PPA are approximately $14.0 million. The capacity costs of the PPA will be recovered through base rates and the energy component is recovered through the fuel cost recovery clause. (Reference is made to Note (M) in the "Notes to the Condensed Financial Statements" herein.) Purchased power-affiliates also includes energy purchases which will vary depending on demand and cost of generation resources at each company. These energy costs are recovered through the fuel cost recovery clause and have no significant impact on earnings. Other operation expense. During the third quarter 2002 and year-to-date 2002, other operation expense increased when compared to the corresponding periods in 2001. The third quarter 2002 and year-to-date 2002 increases are primarily attributed to higher distribution expenses and higher administrative and general expenses. Maintenance expense. The third quarter 2002 and year-to-date 2002 increases when compared to the corresponding periods in 2001 are primarily a result of scheduled maintenance outages at Plant Kraft and amortization of expenses for a major maintenance project on the combustion turbines at Plant McIntosh. Depreciation and amortization. This item decreased in the third quarter 2002 and year-to-date 2002 primarily as a result of discontinuing accelerated depreciation and beginning to amortize the regulatory liability for accelerated depreciation back to the customers in June 2002, in accordance with the new retail rate order. (Reference is made to Note (M) in the "Notes to the Condensed Financial Statements" herein.) Interest expense, net. A reduction in outstanding debt and lower interest rates are the reasons for the decreases in interest expense, net in the third quarter 2002 and year-to-date 2002 when compared to the same periods in 2001. Future Earnings Potential The results of operations discussed above are not necessarily indicative of future earnings potential. The level of future earnings depends on numerous factors including regulatory matters and the effects of weather and the economy on energy sales. For information regarding the results of a recent rate filing, reference is made to Note (M) in the "Notes to the Condensed Financial Statements" herein for additional information. 84 SAVANNAH ELECTRIC AND POWER COMPANY MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION With the enactment of the Energy Act and new legislation being discussed at federal and state levels to expand customer choice, SAVANNAH is positioning the business to meet the challenge of increasing competition. For additional information, see Item 1 - BUSINESS - "Competition" and Item 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS - "Future Earnings Potential" of SAVANNAH in the Form 10-K. SAVANNAH's business activities are subject to extensive governmental regulation related to public health and the environment. Litigation over environmental issues and claims of various types, including property damage, personal injury and citizen enforcement of environmental requirements, has increased generally throughout the United States; in particular, personal injury claims for damages caused by alleged exposure to hazardous materials have become more frequent. Although the ultimate outcome of such litigation currently filed against SAVANNAH cannot be predicted at this time, management does not anticipate that the liabilities, if any, arising from such proceedings would have a material adverse effect on SAVANNAH's financial position, results of operations or cash flows. Compliance costs related to the Clean Air Act and other environmental issues could affect earnings if such costs cannot be recovered. For additional information about the Clean Air Act and other environmental issues, including the EPA litigation, see Item 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS - "Environmental Matters" and Note 3 to the financial statements of SAVANNAH in the Form 10-K. On April 25, 2002, the Stakeholder Advisory Committee met and selected the candidates that will be considered for the SeTrans ISA. On June 27, 2002, SOUTHERN and other SeTrans sponsors submitted a Petition for Declaratory Order seeking the FERC's approval of the SeTrans governance structure and the selection process for the ISA, as well as guidance on various issues. The FERC granted the petition on October 10, 2002, approving the governance structure and the selection process for the ISA. The FERC also provided guidance on other issues identified in the petition. On November 1, 2002, the SeTrans sponsors announced that they had selected the team of ESB International, Ltd. ("ESBI") and Accenture LLP as the preferred candidate for ISA. Should negotiations with this candidate successfully conclude with final agreement among the parties, the sponsors intend to seek any regulatory or other approvals necessary for formation of the SeTrans RTO and the approval of ESBI/Accenture to serve in the capacity of SeTrans ISA. Reference is made to Item 1 - BUSINESS - "Certain Factors Affecting the Industry" and Item 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS - "Industry Restructuring" of SAVANNAH in the Form 10-K for additional information. SAVANNAH plans to retire a 102 megawatt peaking facility in May 2005. In June 2002, SAVANNAH entered into a fifteen-year PPA with SOUTHERN POWER to purchase 200 megawatts of capacity beginning in June 2005 from the planned combined-cycle plant at Plant McIntosh to be built and owned by SOUTHERN POWER. The annual capacity cost is expected to be approximately $14.5 million. The PPA is undergoing a certification process with the Georgia PSC. A decision is expected by December 17, 2002. On July 31, 2002, the FERC issued a notice of proposed rulemaking entitled "Remedying Undue Discrimination Through Open Access Transmission Service and Standard Electricity Market Design." The FERC has indicated that the proposal, if adopted, would (among other things): (i) require transmission assets of jurisdictional utilities to be operated by an independent entity; (ii) establish a standard market design; (iii) establish a single type of transmission service that applies to all customers; (iv) assert jurisdiction over the transmission component of bundled retail service; (v) establish a generation reserve margin; (vi) establish bid caps for day-ahead and spot energy markets; and (vii) revise the FERC policy on the pricing of transmission expansions. The FERC has revised the comment schedule such that comments on certain issues are due on November 15, 2002 and comments on other issues are due on January 10, 2003. Reply 85 SAVANNAH ELECTRIC AND POWER COMPANY MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION comments are due on February 17, 2003. Any impact of this proposal on SOUTHERN and its subsidiaries will depend on the form in which final rules may be ultimately adopted. Reference is made to Notes (C) through (E), (M) and (Q) in the "Notes to the Condensed Financial Statements" herein for discussion of various contingencies and other matters which may affect future earnings potential. Reference is also made to Part II - Item 1 - "Legal Proceedings" herein. Reference is also made to Note (E) in the "Notes to the Condensed Financial Statements" herein for information relating to certain lawsuits regarding the installation of fiber optic cable over SAVANNAH's existing easements. Accounting Policies Critical Policy SAVANNAH's significant accounting policies are described in Note 1 to the financial statements of SAVANNAH in Item 8 of the Form 10-K. SAVANNAH's only critical accounting policy involves rate regulation. SAVANNAH is subject to the provisions of FASB Statement No. 71, "Accounting for the Effects of Certain Types of Regulation." In the event that a portion of SAVANNAH's operations is no longer subject to these provisions, SAVANNAH would be required to write off related regulatory assets and liabilities that are not specifically recoverable and determine if any other assets, including plant, have been impaired. New Accounting Standards In June 2001, the FASB issued Statement No. 143, "Asset Retirement Obligations," which establishes new accounting and reporting standards for legal obligations associated with retiring assets. The liability for an asset's future retirement must be recorded in the period in which the liability is incurred. The cost must be capitalized as part of the related long-lived asset and depreciated over the asset's useful life. Changes in the liability resulting from the passage of time will be recognized as operating expenses. Statement No. 143 must be adopted by January 1, 2003. SAVANNAH is currently assessing the impact of adopting Statement No. 143 on its financial statements. In July 2002, the FASB issued Statement No. 146, "Accounting for Costs Associated with Exit or Disposal Activities." Statement No. 146 requires that a liability for costs associated with an exit or disposal activity be recognized and measured initially at fair value when the liability is incurred. Disposal activities which are addressed in Statement No. 146 include the termination benefits provided to current employees that are involuntarily terminated, costs to terminate a contract that is not a capital lease and costs to consolidate facilities or relocate employees. Statement No. 146 is effective for exit or disposal activities that are initiated after December 31, 2002. SAVANNAH does not expect that adoption of Statement No. 146 will have a material impact on its financial statements. Reference is made to Note 1 to the financial statements of SAVANNAH in Item 8 of the Form 10-K regarding SAVANNAH's adoption of FASB Statement No. 133, "Accounting for Derivative Instruments and Hedging Activities," as amended. Recent accounting changes have been issued by the Emerging Issues Task Force ("EITF") of the FASB. These changes will require certain energy trading contracts that are currently marked to market to be accounted for under the accrual basis. These changes will also require certain trading activities to be recorded on a net basis for income statement presentation. The new rules will be effective January 1, 2003. SAVANNAH is in the process of determining the impact of this recently issued guidance. 86 SAVANNAH ELECTRIC AND POWER COMPANY MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION However, in many cases, SAVANNAH's current transactions meet the normal purchases and sale exception under FASB Statement No. 133 and are already accounted for under the accrual basis. FINANCIAL CONDITION Overview Major changes in SAVANNAH's financial condition during the first nine months of 2002 included the addition of approximately $26.3 million to utility plant. The funds for these additions and other capital requirements were derived primarily from operations and the issuance of securities. See SAVANNAH's Condensed Statements of Cash Flows herein for further details. Credit Rating Risk SAVANNAH does not have any credit agreements that would require material changes in payment schedules or terminations as a result of a credit rating downgrade. Exposure to Market Risks SAVANNAH's market risk exposures relative to interest rate changes have not changed materially compared with the December 31, 2001 reporting period. In addition, SAVANNAH is not aware of any facts or circumstances that would significantly affect such exposures in the near term. Due to cost-based rate regulations, SAVANNAH has limited exposure to market volatility in interest rates, commodity fuel prices and prices of electricity. To mitigate residual risks relative to movements in electricity prices, SAVANNAH enters into fixed price contracts for the purchase and sale of electricity through the wholesale electricity market and, to a lesser extent, similar contracts for gas purchases. SAVANNAH has also implemented a retail fuel hedging program at the instruction of its PSC. The fair value of derivative energy contracts at September 30, 2002 is as follows: Third Quarter 2002 Year-to-Date Changes Changes ----------------------------------- --------------------------------------- Fair Value ----------------------------------- --------------------------------------- (in thousands) Contracts beginning of period $ (47) $(1,053) Contracts realized or settled 297 261 New contracts at inception - - Changes in valuation techniques - - Current period changes 325 1,367 ----------------------------------- -------------------- ------------------ Contracts at September 30, 2002 $575 $ 575 =================================== ==================== ================== 87 SAVANNAH ELECTRIC AND POWER COMPANY MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION
Source of September 30, 2002 Valuation Prices ---------------------------------------- ----------------------------------------- Maturity Total ------------------------ Fair Value Year 1 1-3 Years ---------------------------------------- ---------------------------------------- (in thousands) Actively quoted $575 $575 - External sources - - - Models and other methods - - - ---------------------------------------- ------------- -------------------------- Contracts at September 30, 2002 $575 $575 - ======================================== ============= ==========================
Unrealized gains and losses from mark to market adjustments on contracts related to the retail fuel hedging programs are recorded as regulatory assets and liabilities. At September 30, 2002, SAVANNAH had approximately $578 thousand in regulatory liabilities related to unrealized gains on mark to market derivative contracts associated with its fuel hedging programs. Realized gains and losses from these programs are included in fuel expense and are recovered through SAVANNAH's fuel cost recovery clause. Gains and losses on contracts that do not represent hedges are recognized in the Statements of Income as incurred. For the quarter and year-to-date periods ended September 30, 2002 and 2001, these amounts were not material. For additional information, reference is made to Item 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS - "Exposure to Market Risks" of SAVANNAH in the Form 10-K and Note 1 to the financial statements of SAVANNAH in Item 8 of the Form 10-K. Financing Activities In September 2002, SAVANNAH entered into a three-year revolving credit agreement in the amount of $30 million. SAVANNAH immediately borrowed $25 million against this line, which will remain outstanding until the termination of the line on September 6, 2005. This long-term borrowing is priced at 6 months LIBOR + 37.5 basis points. The proceeds of the borrowing were used to pay off short-term indebtedness. On November 7, 2002, SAVANNAH issued $55 million of Series D 5.50% Senior Insured Quarterly Notes due November 15, 2017. The proceeds will be used to redeem in December 2002 $23.1 million outstanding aggregate principal amount of its First Mortgage Bonds, 7.40% Series due July 1, 2023 and $30 million outstanding aggregate principal amount of its Series A 6 5/8% Senior Retail Intermediate Bonds due March 17, 2015 and for general corporate purposes. SAVANNAH plans to continue, to the extent possible, a program to retire higher-cost debt and replace these securities with lower-cost capital. Capital Requirements Reference is made to Item 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS of SAVANNAH under "Capital Requirements for Construction," "Other Capital Requirements" and "Environmental Matters" in the Form 10-K for a description of SAVANNAH's capital requirements for its construction program, maturing debt and environmental compliance efforts. 88 SAVANNAH ELECTRIC AND POWER COMPANY MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION Sources of Capital SAVANNAH plans to obtain the funds required for construction and other purposes from sources similar to those used in the past. The amount, type and timing of any financings -- if needed -- will depend upon maintenance of adequate earnings, regulatory approval, prevailing market conditions and other factors. See Item 1 - BUSINESS - "Financing Programs" in the Form 10-K for additional information. To meet short-term cash needs and contingencies, SAVANNAH had at September 30, 2002 approximately $4.2 million of cash and cash equivalents and $65 million of committed credit arrangements with banks, of which $10 million expired on October 28, 2002, $40 million expires in 2003 and $15 million expires in 2005. The credit arrangements provide liquidity support to SAVANNAH's obligations with respect to variable rate pollution control bonds and commercial paper. SAVANNAH may also meet short-term cash needs through a SOUTHERN subsidiary organized to issue and sell commercial paper and extendible commercial notes at the request and for the benefit of SAVANNAH and other SOUTHERN subsidiaries. At September 30, 2002, SAVANNAH had outstanding $5.7 million of notes payable. Since SAVANNAH has no major generating plants under construction, management believes that the need for working capital can be adequately met by utilizing lines of credit. 89 SOUTHERN POWER COMPANY 90
SOUTHERN POWER COMPANY CONDENSED STATEMENTS OF INCOME (UNAUDITED) For the Three Months For the Nine Months Ended September 30, Ended September 30, 2002 2001 2002 2001 ------- ------- ----- ------ (in thousands) (in thousands) Operating Revenues: Sales for resale -- Non-affiliates $ 43,458 $ 12,999 $ 86,300 $ 12,999 Affiliates 92,445 1,603 126,592 1,603 Other revenues 292 2 379 2 -------- -------- -------- -------- Total Operating Revenues 136,195 14,604 213,271 14,604 Operating Expenses: Operation -- Fuel 50,740 2,336 71,905 2,336 Purchased power -- Non-affiliates 20,489 813 31,214 813 Affiliates 4,407 2,249 9,198 2,249 Other 6,597 782 14,999 2,474 Maintenance 934 45 1,805 45 Depreciation and amortization 6,294 1,307 11,779 1,307 Taxes other than income taxes 1,437 - 2,940 - -------- -------- -------- -------- Total operating expenses 90,898 7,532 143,840 9,224 -------- -------- -------- -------- Operating Income 45,297 7,072 69,431 5,380 Other Income: Interest income 31 29 260 44 Other, net (3,406) 36 (4,855) 36 -------- -------- -------- -------- Earnings Before Interest and Income Taxes 41,922 7,137 64,836 5,460 -------- -------- -------- -------- Interest and Other: Interest expense, net 3,167 260 4,362 261 -------- -------- -------- -------- Earnings Before Income Taxes 38,755 6,877 60,474 5,199 Income taxes 11,426 911 19,832 256 -------- -------- -------- -------- Net Income $ 27,329 $ 5,966 $ 40,642 $ 4,943 ======== ======== ======== ======== The accompanying notes as they relate to SOUTHERN POWER are an integral part of these condensed statements.
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SOUTHERN POWER COMPANY CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED) For the Nine Months Ended September 30, 2002 2001 ---- ---- (in thousands) Operating Activities: Net income $ 40,642 $ 4,943 Adjustments to reconcile net income to net cash provided from operating activities -- Depreciation and amortization 14,216 1,307 Deferred income taxes and investment tax credits, net 5,818 - Deferred revenues under purchased power agreements 28,365 3,478 Other, net 5,163 3,921 Changes in certain current assets and liabilities -- Receivables, net (38,015) (8,398) Fossil fuel stock (3,429) (3,378) Materials and supplies (435) (5,731) Accounts payable 18,766 6,468 Taxes accrued 16,689 2,807 Other 4,384 (389) ----------- -------- Net cash provided from operating activities 92,164 5,028 ----------- -------- Investing Activities: Gross property additions (1,062,304) (417,440) Construction payables, net (55,711) - Other (340) - ----------- -------- Net cash used for investing activities (1,118,355) (417,440) ----------- -------- Financing Activities: Increase in notes payable, net 212,900 156,543 Proceeds -- Senior notes 575,000 - Capital contributions from parent company 275,955 255,376 Retirements -- Other long-term debt (17,001) - Other (24,326) 544 ----------- -------- Net cash provided from financing activities 1,022,528 412,463 ----------- -------- Net Increase (Decrease) in Cash and Cash Equivalents (3,663) 51 Cash and Cash Equivalents at Beginning of Period 3,711 - ----------- -------- Cash and Cash Equivalents at End of Period $ 48 $ 51 =========== ======== Supplemental Cash Flow Information: Cash paid during the period for -- Interest (net of amount capitalized) $- $- Income taxes (net of refunds) $1,963 $- The accompanying notes as they relate to SOUTHERN POWER are an integral part of these condensed statements.
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SOUTHERN POWER COMPANY CONDENSED BALANCE SHEETS (UNAUDITED) At September 30, At December 31, Assets 2002 2001 ---------------- --------------- - ------ (in thousands) Current Assets: Cash and cash equivalents $ 48 $ 3,711 Receivables -- Customer accounts receivable 10,134 3,416 Accumulated provision for uncollectible accounts (350) - Affiliated companies 49,863 1,965 Fossil fuel stock, at average cost 6,854 3,425 Materials and supplies, at average cost 6,166 5,731 Other 13,047 9,391 ----------- --------- Total current assets 85,762 27,639 ----------- --------- Property, Plant, and Equipment: In service 894,783 265,153 Less accumulated provision for depreciation 15,064 3,291 ----------- --------- 879,719 261,862 Construction work in progress 931,680 500,358 ----------- --------- Total property, plant, and equipment 1,811,399 762,220 ----------- --------- Other Property and Investments: Other 157 9,059 ----------- --------- Total other property and investments 157 9,059 ----------- --------- Deferred Charges and Other Assets: Accumulated deferred income taxes 39,884 11,915 Other 15,732 12,024 ----------- --------- Total deferred charges and other assets 55,616 23,939 ----------- --------- Total Assets $ 1,952,934 $ 822,857 =========== ========= The accompanying notes as they relate to SOUTHERN POWER are an integral part of these condensed statements.
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SOUTHERN POWER COMPANY CONDENSED BALANCE SHEETS (UNAUDITED) At September 30, At December 31, Liabilities and Stockholder's Equity 2002 2001 - ------------------------------------ ---------------- --------------- (in thousands) Current Liabilities: Notes payable-- Affiliated $ 212,212 $ 950 Other 1,638 - Accounts payable -- Affiliated 2,033 26,135 Other 7,686 4,278 Taxes accrued -- Income taxes 14,147 394 Other 2,936 - Interest accrued 11,582 - Other 2,898 886 ----------- --------- Total current liabilities 255,132 32,643 ----------- --------- Long-term debt 850,420 293,205 ----------- --------- Deferred Credits and Other Liabilities: Due to affiliated companies 23,693 23,415 Obligations under risk management activities 57,565 365 Deferred revenues under purchased power agreements 30,096 1,731 Other 3,559 4,505 ----------- --------- Total deferred credits and other liabilities 114,913 30,016 ----------- --------- Common Stockholder's Equity: Authorized - 1,000,000 shares Outstanding - 1,000 shares Paid-in capital 728,051 452,097 Retained earnings 48,849 8,207 Accumulated other comprehensive income (44,431) 6,689 ----------- --------- Total common stockholder's equity 732,469 466,993 ----------- --------- Total Liabilities and Stockholder's Equity $ 1,952,934 $ 822,857 =========== ========= The accompanying notes as they relate to SOUTHERN POWER are an integral part of these condensed statements.
94
SOUTHERN POWER COMPANY CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED) For the Three Months For the Nine Months Ended September 30, Ended September 30, ----------------------- ------------------- 2002 2001 2002 2001 (in thousands) (in thousands) Net Income $ 27,329 $ 5,966 $ 40,642 $ 4,943 Other comprehensive income: Changes in fair value of qualifying hedges, net of tax of $(11,773), $0, $(28,170), $0, respectively (25,226) - (51,418) - Less: Reclassification adjustment for amounts included in net income, net of tax of $166, $0, $190, $0, respectively 260 - 298 - ---------- ---------- -------- ---------- COMPREHENSIVE INCOME $ 2,363 $ 5,966 $(10,478) $ 4,943 ========== ========== ======== ========== ___________________________________________________________________________________________________________________________________
SOUTHERN POWER COMPANY CONDENSED STATEMENTS OF ACCUMULATED OTHER COMPREHENSIVE INCOME (UNAUDITED) At At September 30, December 31, 2002 2001 ------------- ------------ (in thousands) Balance at beginning of period $ 6,689 $ - Change in current period (51,120) 6,689 ---------- ---------- BALANCE AT END OF PERIOD $ (44,431) $ 6,689 ========== ========== The accompanying notes as they relate to SOUTHERN POWER are an integral part of these condensed statements.
95 SOUTHERN POWER COMPANY MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION THIRD QUARTER 2002 vs. THIRD QUARTER 2001 AND YEAR-TO-DATE 2002 vs. YEAR-TO-DATE 2001 RESULTS OF OPERATIONS Overview SOUTHERN POWER was formed in January 2001 as a wholly owned subsidiary of SOUTHERN. SOUTHERN POWER owns, constructs and acquires SOUTHERN's new competitive contract-based wholesale generation assets. SOUTHERN POWER is the primary vehicle to develop SOUTHERN's position in the competitive contract-based wholesale generation market. SOUTHERN POWER began significant operations when Plant Dahlberg was transferred from GEORGIA in July 2001. Earnings In 2001 and through May 2002, Plant Dahlberg was SOUTHERN POWER's only electric generating facility in commercial operation. Plant Franklin Unit 1 and Plant Wansley Units 6 and 7 were placed in commercial operation in June 2002 and SOUTHERN POWER's PPAs with GEORGIA and SAVANNAH for those units went into effect. Also in June 2002, SOUTHERN POWER's PPAs with 11 electric municipal cooperatives in Georgia went into effect. Reference is made to "OUR BUSINESS -- Existing and Approved Power Purchase Agreements" and "OUR BUSINESS -- 2002 Power Purchase Agreements and Requirements Agreements" in the Southern Power Prospectus. SOUTHERN POWER's net income for third quarter 2002 and year-to-date 2002 was $27.3 million and $40.6 million, respectively, compared to $6.0 million and $4.9 million, respectively, for the corresponding periods of 2001. The increase in earnings for both reporting periods is primarily attributed to the sale of wholesale capacity and energy to affiliated and non-affiliated companies. A significant portion of this income is a result of the commercial operation of Plant Wansley Units 6 and 7 and Plant Franklin Unit 1 on June 1, 2002 and the initiation of PPAs for those units with GEORGIA and SAVANNAH. In addition, 2002 reflects a full nine months of Plant Dahlberg's operations and related PPAs with non-affiliates. Operating Revenues. In the third quarter 2002 and year-to-date 2002, operating revenues increased by $121.6 million and $198.7 million, respectively, when compared to the corresponding periods in 2001 primarily due to the commercial operation in June 2002 of Plant Wansley Units 6 and 7 and Plant Franklin Unit 1. Revenues for both of these reporting periods were mainly derived from PPAs with affiliated companies and, to a lesser extent, non-affiliated companies. Revenues from sales to affiliated companies through the SOUTHERN system power pool ("Southern Pool") that are not covered by PPAs and energy sales under PPAs will vary depending on demand and the availability and cost of generating resources at each company within the Southern Pool. These transactions do not have a significant impact on earnings, since the energy is generally sold at variable cost. Fuel expense. The third quarter 2002 and year-to-date 2002 increases in fuel expense are primarily attributed to commercial operation in June 2002 of Plant Wansley Units 6 and 7 and Plant Franklin Unit 1, when compared to the corresponding periods in 2001. 96 SOUTHERN POWER COMPANY MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION Purchased power from non-affiliates. During the third quarter 2002 and year-to-date 2002, these purchases from non-affiliates increased in order to meet the demand for much larger contractual sales commitments and the fulfillment of those contracts using purchased energy in some cases. Purchased power from affiliates. These expenses in the third quarter 2002 and year-to-date 2002 increased as a result of much larger contractual sales commitments and the fulfillment of those contracts using purchased energy in some cases. Expenses from purchased power transactions will vary depending on demand and the availability and cost of generating resources accessible throughout the SOUTHERN system. Other operation expense. For the third quarter 2002 and year-to-date 2002, other operation expense increased when compared to the same periods in 2001. The increases are related to production expenses and administrative and general expenses resulting from the commercial operation in June 2002 of Plant Wansley Units 6 and 7 and Plant Franklin Unit 1. In addition, administrative and general expenses include the write-off in May 2002 of $2.9 million for previously deferred site investigation and site development costs associated with potential new plant sites that, after management review, are no longer considered probable for future development. Maintenance expense. The increases for the third quarter 2002 and year-to-date 2002 are directly related to commercial operation of Plant Dahlberg in May 2001 and Plant Wansley Units 6 and 7 and Plant Franklin Unit 1 in June 2002. Depreciation and amortization. The third quarter 2002 and year-to-date 2002 increases are primarily due to the increase of utility plant placed in service in June 2002. Taxes other than income taxes. In 2002, this item is related to property taxes for Plant Wansley Units 6 and 7 and Plant Franklin Unit 1. Other, net. The decreases for the third quarter 2002 and year-to-date 2002 are mainly attributed to unrealized losses on derivative energy contracts. See "Exposure to Market Risks" below for further information related to these contracts. Interest expense, net. Increases for the third quarter 2002 and year-to-date 2002 are primarily due to the increased amount of outstanding debt when compared to the corresponding periods in 2001. Debt increased due to the issuance of $575 million in senior notes in June 2002 and increased borrowings from SOUTHERN to support the ongoing construction program. Effects of Inflation SOUTHERN POWER is subject to long-term contracts and income tax laws that are based on the recovery of historical costs. While the inflation rate has been relatively low in recent years, it still has an adverse effect on SOUTHERN POWER because of its large investments in generating facilities with long economic lives. Conventional accounting for historical cost does not recognize this economic loss nor the partially offsetting gain that arises through financing facilities with fixed-money obligations such as long-term debt. 97 SOUTHERN POWER COMPANY MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION Future Earnings Potential The results of operations for the third quarter 2002 and year-to-date 2002 are not necessarily indicative of future earnings. The level of future earnings depends on numerous factors including regulatory matters, energy sales, creditworthiness of customers, completion of construction on new generating facilities and the total generating capacity available in the Super Southeast. SOUTHERN POWER's PPAs with non-affiliated counterparties have provisions that require the posting of collateral or an acceptable substitute guarantee in the event that S&P or Moody's downgrades the credit ratings of such counterparty to below-investment grade, or, if the counterparty is not rated, fails to maintain a minimum coverage ratio. The PPAs are expected to provide SOUTHERN POWER with a stable source of revenue during their respective terms. For additional information on PPAs, reference is made to MANAGEMENT'S DISCUSSION AND ANALYSIS AND RESULTS OF OPERATIONS under "Future Earnings Potential" in the Southern Power Prospectus. In 2002, SOUTHERN POWER executed additional long-term power sales agreements whereby SOUTHERN POWER will sell capacity and energy from planned generating facilities. These contracts begin in 2005 and are subject to regulatory approval. Under these contracts, SOUTHERN POWER has the right, at its sole discretion, to supply capacity and energy under these arrangements from any resource available to them as part of the SOUTHERN system. Reference is made to Note (C) to SOUTHERN POWER's Condensed Consolidated Financial Statements for the six-month periods ended June 30, 2002 and 2001 in the Southern Power Prospectus. SOUTHERN POWER has capacity sale contracts with subsidiaries of Dynegy Inc. ("Dynegy"). Dynegy is currently experiencing liquidity problems and has had its credit rating reduced below investment grade. Minimum capacity revenues under one of these contracts average approximately $13 million annually through May 2005. Dynegy has provided a letter of credit expiring in February 2003 totaling $20 million (approximately 18 months of capacity payments) to SOUTHERN POWER. In addition, two one-year letters of credit totaling $50 million (approximately 14 months of capacity payments) were provided in April 2002 as security for obligations of affiliates of Dynegy under the Plant Franklin Unit 3 PPA beginning in 2005. These letters of credit can be drawn in the event of (a) a default under the PPA or (b) failure to renew the letters of credit prior to expiration. In the event of such a default, and if SOUTHERN POWER was unable to resell that capacity in the market, future earnings could be affected. The outcome cannot now be determined. 98 SOUTHERN POWER COMPANY MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION Federal and state environmental regulatory agencies are actively considering and developing additional control strategies for emission of air pollution from all major sources of air pollution, particularly electric generating facilities. This includes the overall reduction of emission of nitrogen oxides ("NOx") in the eastern United States, the reduction of NOx and particulate matter emissions to reduce regional haze and visibility impairment in sensitive areas, the development of appropriate control standards and technologies for emissions of mercury and the reduction of so-called "greenhouse gases" (such as carbon dioxide) to address concerns over global climate change. For additional information, reference is made to MANAGEMENT'S DISCUSSION AND ANALYSIS AND RESULTS OF OPERATIONS under "Future Earnings Potential - Environmental Matters" in the Southern Power Prospectus. SOUTHERN POWER's business activities are subject to extensive governmental regulation related to public health and the environment. Litigation over environmental issues and claims of various types, including property damage, personal injury and citizen enforcement of environmental requirements, has increased generally throughout the United States; in particular, personal injury claims for damages caused by alleged exposure to hazardous materials have become more frequent. On April 25, 2002, the Stakeholder Advisory Committee met and selected the candidates that will be considered for the SeTrans ISA. On June 27, 2002, SOUTHERN and other SeTrans sponsors submitted a Petition for Declaratory Order seeking the FERC's approval of the SeTrans governance structure and the selection process for the ISA, as well as guidance on various issues. The FERC granted the petition on October 10, 2002, approving the governance structure and the selection process for the ISA. The FERC also provided guidance on the other issues identified in the petition. On November 1, 2002, the SeTrans sponsors announced that they had selected the team of ESB International, Ltd. ("ESBI") and Accenture LLP as the preferred candidate for ISA. Should negotiations with this candidate successfully conclude with final agreement among the parties, the sponsors intend to seek any regulatory or other approvals necessary for formation of the SeTrans RTO and the approval of ESBI/Accenture to serve in the capacity of SeTrans ISA. Reference is made to MANAGEMENT'S DISCUSSION AND ANALYSIS AND RESULTS OF OPERATIONS under "FERC Matters" in the Southern Power Prospectus for additional information. On July 31, 2002, the FERC issued a notice of proposed rulemaking entitled "Remedying Undue Discrimination Through Open Access Transmission Service and Standard Electricity Market Design." The FERC has indicated that the proposal, if adopted, would (among other things): (i) require transmission assets of jurisdictional utilities to be operated by an independent entity; (ii) establish a standard market design; (iii) establish a single type of transmission service that applies to all customers; (iv) assert jurisdiction over the transmission component of bundled retail service; (v) establish a generation reserve margin; (vi) establish bid caps for day-ahead and spot energy markets; and (vii) revise the FERC policy on the pricing of transmission expansions. The FERC has revised the comment schedule such that comments on certain issues are due on November 15, 2002 and comments on other issues are due on January 10, 2003. Reply comments are due on February 17, 2003. Any impact of this proposal on SOUTHERN and its subsidiaries will depend on the form in which final rules may be ultimately adopted. Reference is made to Note 10 - "Contingencies" to the consolidated financial statements for December 31, 2001 contained in the Southern Power Prospectus for discussion of various contingencies and other matters which may affect future earnings potential. Reference is also made to Notes (E), (N), (P) and (Q) in the "Notes to the Condensed Financial Statements" herein for discussion of various contingencies and other matters which may affect future earnings potential. Further reference is made to Part II - Item 1 - "Legal Proceedings" herein. 99 SOUTHERN POWER COMPANY MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION Accounting Policies Critical Policies SOUTHERN POWER's significant accounting policies are described in Note 1 - "Basis of Presentation and Summary of Significant Accounting Policies" to the consolidated financial statements for December 31, 2001 contained in the Southern Power Prospectus. SOUTHERN POWER has three critical accounting policies that require a significant amount of judgment and are considered to be the most important to the presentation of SOUTHERN POWER's financial position and results of operations. The first critical policy is the levelized recognition of capacity revenues from long-term contracts. Secondly, SOUTHERN POWER designates qualifying derivative instruments as cash flow or fair value hedges under FASB Statement No. 133, "Accounting for Derivative Instruments and Hedging Activities" and marks such derivative instruments to market based primarily on quoted market prices. The unrealized changes in fair value of qualifying cash flow hedges are deferred in Other Comprehensive Income. Any ineffectiveness in those hedges and changes in non-qualifying positions are reported as a component of current period income. Third, SOUTHERN POWER uses flow-through accounting for state manufacturer's tax credits. This means that SOUTHERN POWER recognizes the credit as a reduction of tax expense when it is more likely than not to be allowed by the Georgia Department of Revenue. New Accounting Standards In June 2001, the FASB issued Statement No. 143, "Asset Retirement Obligations," which establishes new accounting and reporting standards for legal obligations associated with retiring assets. The liability for an asset's future retirement must be recorded in the period in which the liability is incurred. The cost must be capitalized as part of the related long-lived asset and depreciated over the asset's useful life. Changes in the liability resulting from the passage of time will be recognized as operating expenses. Statement No. 143 must be adopted by January 1, 2003. SOUTHERN POWER is currently assessing the impact of adopting Statement No. 143 on its financial statements. In July 2002, the FASB issued Statement No. 146, "Accounting for Costs Associated with Exit or Disposal Activities." Statement No. 146 requires that a liability for costs associated with an exit or disposal activity be recognized and measured initially at fair value when the liability is incurred. Disposal activities which are addressed in Statement No. 146 include the termination benefits provided to current employees that are involuntarily terminated, costs to terminate a contract that is not a capital lease and costs to consolidate facilities or relocate employees. Statement No. 146 is effective for exit or disposal activities that are initiated after December 31, 2002. SOUTHERN POWER does not expect that adoption of Statement No. 146 will have a material impact on its financial statements. Reference is made to Note 1 - "Basis of Presentation and Summary of Significant Accounting Policies" to the consolidated financial statements for December 31, 2001 contained in the Southern Power Prospectus regarding SOUTHERN POWER's application of FASB Statement No. 133, "Accounting for Derivative Instruments and Hedging Activities," as amended. Recent accounting changes have been issued by the Emerging Issues Task Force ("EITF") of the FASB. These changes will require certain energy trading contracts that are currently marked to market to be accounted for under the accrual basis. These changes will also require certain trading activities to be recorded on a net basis for income statement presentation. The new rules will be effective January 1, 2003. SOUTHERN POWER is in the process of determining the impact of this recently 100 SOUTHERN POWER COMPANY MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION issued guidance. However, in many cases, SOUTHERN POWER's current transactions meet the normal purchases and sale exception under FASB Statement No. 133 and are already accounted for under the accrual basis. FINANCIAL CONDITION Overview The major changes in SOUTHERN POWER's financial condition during the first nine months of 2002 were the addition of approximately $1.1 billion to utility plant related to on-going construction of SOUTHERN POWER's combined-cycle units and the transfer of two units at Plant Wansley from GEORGIA. The funds for these additions were provided by SOUTHERN POWER's credit facility, the issuance of Senior Notes in June 2002 and capital contributions and subordinated loans from SOUTHERN. See SOUTHERN POWER's Condensed Statements of Cash Flows herein for further details. Off-Balance Sheet Financing Arrangements In 2001, SOUTHERN POWER entered into a financial arrangement with Westdeutsche Landesbank Girozentrale ("WestLB") whereby SOUTHERN POWER could assign up to $125 million in vendor contracts for equipment to WestLB. For accounting purposes, WestLB was the owner of the contracts. SOUTHERN POWER acted as an agent for WestLB and instructed WestLB when to make payments to the vendors. SOUTHERN POWER terminated this arrangement and reacquired these assets in March 2002 for their original cost of $61 million. SOUTHERN POWER will indemnify WestLB against any future claims arising from the arrangement and SOUTHERN has guaranteed SOUTHERN POWER's indemnification obligation. In conjunction with the termination of the agreement, WestLB assigned a contract with Alstom Power Inc. ("Alstom") related to the purchase and sale of a steam generator and auxiliary equipment for Plant Franklin Unit 3 to SOUTHERN POWER. SOUTHERN entered into a limited keep-well arrangement with Alstom whereby SOUTHERN will contribute funds to SOUTHERN POWER via loans or capital contributions to fund SOUTHERN POWER's performance or equipment purchases under certain arrangements. As of September 30, 2002, SOUTHERN POWER's remaining purchase obligations to Alstom totaled approximately $2.0 million. Credit Rating Risk SOUTHERN POWER does not have any credit agreements that would require material changes in payment schedules or terminations as a result of a credit rating downgrade. There are certain physical electricity sale contracts, fixed-price physical gas purchases and agreements covering interest rate swaps and currency swaps that could require collateral -- but not accelerated payment -- in the event of a credit rating change to below investment grade. Generally, collateral may be provided for by a SOUTHERN guaranty, letter of credit or cash. At September 30, 2002, the maximum potential collateral requirements under the electricity sale contracts and financial instrument agreements were approximately $192 million. At September 30, 2002, there were no material collateral requirements for the gas purchase contracts. 101 SOUTHERN POWER COMPANY MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION Exposure to Market Risks SOUTHERN POWER is exposed to market risks, including changes in interest rates, currency exchange rates and certain commodity prices. To manage the volatility attributable to these exposures, SOUTHERN POWER nets the exposure to take advantage of natural offsets and enters into various derivative transactions for the remaining exposure pursuant to policies in areas such as counterparty exposure and hedging practices. SOUTHERN POWER's policy is that derivatives are to be used primarily for hedging purposes. Derivative positions are monitored using techniques that include market valuation and sensitivity analysis. If SOUTHERN POWER sustained a 100 basis-point change in interest rates for all variable rate long-term debt, the change would affect annualized gross interest cost by approximately $3.3 million at September 30, 2002. Most or all of that change would be capitalized, given the size of SOUTHERN POWER's construction program. To further mitigate SOUTHERN POWER's exposure to interest rates, it has entered into interest rate swaps that were designated as cash flow hedges of 2002 and 2003 planned debt issuances. Changes in the fair values of these swaps are deferred in Other Comprehensive Income. Based on SOUTHERN POWER's overall interest rate exposure at September 30, 2002, including derivative and other interest-rate sensitive instruments, a near-term 100 basis-point change in interest rates would not materially affect SOUTHERN POWER's financial statements. In addition, SOUTHERN POWER is not aware of any facts or circumstances that would significantly affect such exposures in the near term. Because energy from SOUTHERN POWER's facilities is primarily sold under long-term contracts with tolling agreements and provisions shifting substantially all of the responsibility for fuel cost to the PPA counterparties, SOUTHERN POWER's exposure to market volatility in commodity fuel prices and prices of electricity is limited. To mitigate residual risks in those areas, SOUTHERN POWER enters into fixed-price contracts for the purchase or sale of fuel and electricity. In connection with the transfers of Plant Franklin in 2001 and Plant Wansley in 2002 to SOUTHERN POWER, GEORGIA transferred approximately $5.6 million and $1.6 million, respectively, in derivative assets relating to electric and gas forward contracts in effect at the date of the transfers. These contracts were recorded at fair value on the date of the transfer, which was equal to GEORGIA's carrying amount. Following the transfer, these contracts are marked to market through income until realized and settled. SOUTHERN POWER has firm purchase commitments that require payment in Euros. As a hedge against fluctuations in the exchange rate for Euros, SOUTHERN POWER entered into forward contracts to purchase Euros and has designated these contracts as fair value hedges of an unrecognized firm commitment. Since the terms of these Euro contracts mirror the purchase commitment terms, there is no ineffectiveness recognized in income. At September 30, 2002, SOUTHERN POWER had outstanding contracts covering a notional amount of $11.9 million in commitments through May 2003. Unrealized gains and losses on electric and gas contracts used to hedge anticipated purchases and sales are deferred in Other Comprehensive Income. Gains and losses on contracts that do not represent hedges are recognized in the Statements of Income as incurred. The fair values of derivative energy contracts at September 30, 2002 are as follows: 102 SOUTHERN POWER COMPANY MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION
Third Quarter 2002 Year-to-Date Changes Changes ---------------------------------------- ------------------------------------------- Fair Value ---------------------------------------- ------------------------------------------- (in thousands) Contracts beginning of period $ 4,290 $5,496 Contracts realized or settled (2,096) (4,916) New contracts at inception - 1,576 Changes in valuation techniques - - Current period changes 286 324 ---------------------------------------- ------------------------ ------------------ Contracts at September 30, 2002 $2,480 $ 2,480 ======================================== ======================== ==================
Source of September 30, 2002 Valuation Prices --------------------------------------- -------------------------------------------- Maturity Total ---------------------------- Fair Value Year 1 1-3 Years --------------------------------------- -------------------------------------------- (in thousands) Actively quoted $2,480 $2,480 $- External sources - - - Models and other methods - - - --------------------------------------- -------------- ----------------------------- Contracts at September 30, 2002 $2,480 $2,480 $- ======================================= ============== =============================
Realized gains and losses on hedged transactions are recognized in revenues and/or fuel expense in the Statements of Income as incurred. For the three month and nine month periods ended September 30, 2002, approximately $2.3 million and $4.9 million, respectively, of losses were recognized in Other Income in the Statements of Income. For the three month and nine month periods ended September 30, 2001, these amounts were not material. Financing Activities During the first nine months of 2002, SOUTHERN made to SOUTHERN POWER equity contributions of approximately $275.9 million, plus subordinated loans of approximately $212.9 million. Equity contributions and subordinated loans from SOUTHERN are projected to total approximately $980 million to SOUTHERN POWER by the end of 2002. No dividends are projected to be paid in 2002. 103 SOUTHERN POWER COMPANY MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION In June 2002, SOUTHERN POWER issued $575 million of 6.25% Senior Notes, Series A due July 15, 2012. The net proceeds were used to reduce outstanding indebtedness under a revolving credit agreement and to reduce loans from SOUTHERN. SOUTHERN POWER also settled several interest rate swap agreements entered into in anticipation of this issuance at a $16.9 million loss. This amount has been deferred in Other Comprehensive Income and will be amortized to Interest Expense over the life of the Senior Notes. Reference is made to Note (N) in the "Notes to the Condensed Financial Statements" herein for additional information relating to interest rate swaps and other derivative instruments. Capital Requirements Reference is made to MANAGEMENT'S DISCUSSION AND ANALYSIS AND RESULTS OF OPERATIONS under "Capital Requirements for Construction" and "Other Capital Requirements" in the Southern Power Prospectus for a description of SOUTHERN POWER's capital requirements for its construction program, maturing debt, purchase commitments and long-term service agreements. Sources of Capital To meet short-term cash needs and contingencies, SOUTHERN POWER had at September 30, 2002 approximately $48 thousand of cash and cash equivalents. To meet liquidity and capital resource requirements, SOUTHERN POWER had at September 30, 2002 approximately $574 million of unused committed credit arrangements with banks expiring in 2004. Amounts drawn under the arrangements are used to finance acquisition and construction costs related to gas-fired electric generating facilities and for general corporate purposes, subject to borrowing limitations for each generating facility. The arrangements permit SOUTHERN POWER to fund construction of future generating facilities upon meeting certain requirements. At September 30, 2002, SOUTHERN POWER had $276 million in outstanding bank borrowings. 104 NOTES TO THE CONDENSED FINANCIAL STATEMENTS FOR THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES ALABAMA POWER COMPANY GEORGIA POWER COMPANY GULF POWER COMPANY MISSISSIPPI POWER COMPANY SAVANNAH ELECTRIC AND POWER COMPANY SOUTHERN POWER COMPANY INDEX TO APPLICABLE NOTES TO FINANCIAL STATEMENTS BY REGISTRANT Registrant Applicable Notes SOUTHERN All Notes ALABAMA A, C, D, E, G, N, Q GEORGIA A, C, D, E, H, I, Q GULF A, C, D, E, J, Q MISSISSIPPI A, C, D, E, K, L, Q SAVANNAH A, C, D, E, M, Q SOUTHERN POWER A, E, N, P, Q 105 THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES ALABAMA POWER COMPANY GEORGIA POWER COMPANY GULF POWER COMPANY MISSISSIPPI POWER COMPANY SAVANNAH ELECTRIC AND POWER COMPANY SOUTHERN POWER COMPANY NOTES TO THE CONDENSED FINANCIAL STATEMENTS: (A) The condensed financial statements of the registrants included herein have been prepared by each registrant, without audit, pursuant to the rules and regulations of the SEC. In the opinion of each registrant's management, the information regarding such registrant furnished herein reflects all adjustments necessary to present fairly the results of operations for the periods ended September 30, 2002 and 2001. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to such rules and regulations, although each registrant believes that the disclosures regarding such registrant are adequate to make the information presented not misleading. Disclosure which would substantially duplicate the disclosure in the Form 10-K and, in the case of SOUTHERN POWER, in the Southern Power Prospectus and details which have not changed significantly in amount or composition since the filing of the Form 10-K and the Southern Power Prospectus are omitted from this Form 10-Q. Therefore, it is suggested that these condensed financial statements of SOUTHERN and the operating companies be read in conjunction with the financial statements of such registrant and the notes thereto included in the Form 10-K and, for SOUTHERN POWER, the Southern Power Prospectus. Certain prior period amounts have been reclassified to conform with current period presentation. Due to seasonal variations in the demand for energy, operating results for the periods presented do not necessarily indicate operating results for the entire year. (B) Reference is made to Note 11 to the financial statements of SOUTHERN in Item 8 and MANAGEMENT'S DISCUSSION AND ANALYSIS - "Overview of Consolidated Earnings and Dividends" of SOUTHERN in Item 7 of the Form 10-K for information on the spin off of Mirant from SOUTHERN. On April 2, 2001, SOUTHERN completed the spin off of Mirant with a tax free distribution to SOUTHERN's shareholders of its remaining ownership of 272 million Mirant shares. Shares from the spin off were distributed at a ratio of approximately 0.4 share of Mirant common stock for every share of SOUTHERN common stock held at the record date. The distribution resulted in charges of approximately $3.2 billion and $0.4 billion to SOUTHERN's paid-in capital and retained earnings, respectively. The distribution was treated as a non-cash transaction for purposes of the Statement of Cash Flows. As a result of the spin off, SOUTHERN's financial statements reflect Mirant as discontinued operations. All historical financial statements presented and footnotes have been reclassified to conform to this presentation. In August 2002, Mirant announced that it was reviewing several accounting issues relating to its 2001 financial statements. On November 7, 2002, Mirant filed its Form 10-Q for the quarter ended June 30, 2002 and announced that it had identified accounting errors in previously issued financial statements, primarily related to its risk management and marketing operations. As a result of these accounting errors, Mirant reported that its net income for January 1, 1999 through December 31, 2001 was overstated by $51 million. Mirant identified a number of items that contributed to this overstatement 106 NOTES TO THE CONDENSED FINANCIAL STATEMENTS: (Continued) and stated that the specific periods to which certain of these items apply have not been determined. Mirant also identified certain balance sheet adjustments for 2000 and 2001. Because SOUTHERN reported Mirant as discontinued operations, those balance sheet adjustments do not affect SOUTHERN's financial statements. Mirant further announced that it had requested its independent auditors to reaudit Mirant's 2000 and 2001 financial statements to address the accounting errors identified during its review and to comply with certain new accounting standards. Mirant stated that it did not believe that its reaudit could be completed until it files its Form 10-K for the year ended December 31, 2002 (due by March 31, 2003). If Mirant's reaudit of its 2000 and 2001 financial statements results in adjustments that relate to periods prior to SOUTHERN's spin off of Mirant, SOUTHERN's earnings from discontinued operations and net assets of discontinued operations for such periods could be affected. Because any such adjustments would only relate to operations discontinued by SOUTHERN, they would have no effect on SOUTHERN's 2002 earnings or its future earnings potential, financial position, liquidity or cash flows. Based on the nature and amount of Mirant's identified accounting errors, SOUTHERN's management does not currently anticipate that a reaudit of SOUTHERN's 2000 and 2001 financial statements will be necessary. (C) The operating companies are subject to the provisions of FASB Statement No. 71, "Accounting for the Effects of Certain Types of Regulation." In the event that a portion of a company's operations is no longer subject to these provisions, the company would be required to write off related regulatory assets and liabilities that are not specifically recoverable and determine if any other assets have been impaired. For additional information, see Note 1 to the financial statements of SOUTHERN and each of the operating companies in Item 8 of the Form 10-K. (D) Reference is made to Note 3 to the financial statements of SOUTHERN, ALABAMA, GEORGIA, GULF, MISSISSIPPI and SAVANNAH in Item 8 of the Form 10-K for information on EPA litigation. On November 4, 2002, the U.S. District Court in Alabama extended the stay of the EPA litigation proceeding in Alabama until the earlier of February 4, 2003 or a ruling by the U.S. Court of Appeals for the Eleventh Circuit in the related litigation involving TVA. (E) Reference is made to Note 3 to the financial statements of SOUTHERN and the operating companies in Item 8 and to "Legal Proceedings" in Item 3 of the Form 10-K for information relating to various lawsuits. For information on SOUTHERN POWER contingencies, reference is made to Note (M) to the condensed consolidated financial statements for June 30, 2002 and 2001 and Note 10 -"Contingencies" to the consolidated financial statements for December 31, 2001, all contained in the Southern Power Prospectus. SOUTHERN has received a subpoena to provide information to a federal grand jury in the Northern District of California (San Francisco). The subpoena covers a number of broad areas, including specific information regarding electricity production and sales activities in California. SOUTHERN's former subsidiary, Mirant, participated in energy marketing and trading in California during the period relevant to the subpoena. Mirant was spun off from SOUTHERN in April 2001. SOUTHERN will cooperate fully in the investigation. Reference is made to Note (B) herein and to Note 11 to the financial statements of SOUTHERN in Item 8 and MANAGEMENT'S DISCUSSION AND ANALYSIS - "Overview of Consolidated Earnings and Dividends" of SOUTHERN in Item 7 of the Form 10-K for information on the spin off of Mirant from SOUTHERN. In recent months, affiliates of SOUTHERN, including GEORGIA, GULF, MISSISSIPPI, SAVANNAH and Southern Telecom, Inc. (collectively, "Defendants"), have been named as defendants in numerous lawsuits brought by landowners regarding the installation and use of fiber optic cable over Defendants' 107 NOTES TO THE CONDENSED FINANCIAL STATEMENTS: (Continued) rights of way located on the landowners' property. The plaintiffs' lawsuits claim that Defendants may not use or sublease to third parties some or all of the fiber optic communications lines on the rights of way that cross the plaintiffs' properties, and that such actions by Defendants exceed the easements or other property rights held by Defendants. The plaintiffs assert claims for, among other things, trespass and unjust enrichment, and the plaintiffs seek compensatory and punitive damages and injunctive relief. Defendants believe that the plaintiffs' claims are without merit and are vigorously defending these cases. An adverse outcome in these matters could result in substantial judgments; however, at this time, the ultimate outcome of these cases cannot be determined. (F) SOUTHERN has made separate guarantees to certain counterparties regarding performance of contractual commitments by Mirant's trading and marketing subsidiaries. At September 30, 2002, the total notional amount of guarantees was $52.0 million, all of which will expire by 2007. The estimated fair value of net contractual commitments outstanding was approximately $15.5 million. SOUTHERN's potential exposure under these contractual commitments is not expected to materially differ from the estimated fair value. Subsequent to the spin off, Mirant began paying SOUTHERN a monthly fee of 1% on the average aggregate maximum principal amount of all guarantees outstanding until they are replaced or expire. Mirant must use reasonable efforts to release SOUTHERN from all such support arrangements and will indemnify SOUTHERN for any obligations incurred. Reference is made to Note 6 to the financial statements of SOUTHERN in Item 8 of the Form 10-K and Note 9 to the financial statements of SOUTHERN under the caption "Guarantees" in Item 8 of the Form 10-K. (G) Reference is made to Item 1 - Business - "Rate Proceedings" and Note 3 to the financial statements of SOUTHERN and ALABAMA in Item 8 of the Form 10-K for information relating to retail rate adjustment procedures. On March 5, 2002, the Alabama PSC approved a revision to ALABAMA's rates that provide for periodic adjustments based upon ALABAMA's earned return on end-of-period retail common equity. This revision provides for an annual, rather than quarterly, adjustment and imposes a 3 percent limit on any such annual adjustment. The return on common equity range of 13.0 to 14.5 percent remains unchanged. In April 2002, retail rates were increased by 2 percent in accordance with the Rate Stabilization and Equalization Plan. The Alabama PSC also accepted ALABAMA's proposal to lower the energy cost recovery factor for the billing months April 2002 through December 2002. (H) On December 20, 2001, the Georgia PSC approved a new three-year retail rate order for GEORGIA ending December 31, 2004. Under the terms of the order, earnings will be evaluated annually against a retail return on common equity range of 10 percent to 12.95 percent. Two-thirds of any earnings above the 12.95 percent return will be applied to rate refunds, with the remaining one-third retained by GEORGIA. Retail rates were decreased by $118 million effective January 1, 2002. Pursuant to a previous three-year accounting order, GEORGIA recorded $332 million of accelerated cost amortization and interest thereon which has been credited to a regulatory liability account as mandated by the Georgia PSC. Under the new rate order, the accelerated amortization and the interest will be amortized equally over three years as a credit to expense beginning in January 2002. Effective January 1, 2002, GEORGIA discontinued recording accelerated depreciation and amortization. GEORGIA will not file for a general base rate increase unless its projected retail return on common equity falls below 10 percent. GEORGIA is required to file a general rate case on July 1, 2004, in response to which the Georgia PSC would be expected to determine whether the rate order should be continued, modified or discontinued. See Note 3 to the financial statements of GEORGIA in Item 8 of the Form 10-K under "Retail Rate Orders" for additional information. 108 NOTES TO THE CONDENSED FINANCIAL STATEMENTS: (Continued) (I) Reference is made to Note 3 to the financial statements of SOUTHERN and GEORGIA in Item 8 of the Form 10-K for information regarding GEORGIA's designation as a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act and other environmental contingencies. (J) On September 10, 2001, GULF filed a request with the Florida PSC for a base rate increase of $69.9 million. This increase was necessary to cover costs related to GULF's new combined-cycle facility, Plant Smith Unit 3, increases in operation and maintenance expenses and other capital additions. GULF subsequently reduced its request to $64.9 million, primarily to reflect lower financing costs related to Smith Unit 3 and a 25-year depreciable life for Smith Unit 3 (rather than the 20-year life as originally filed). On April 26, 2002, the Florida PSC voted to grant GULF a $53.2 million, or 8.9 percent, annual increase, which reflects an authorized return on equity of 12.0 percent. The new rates resulting from the revenue increase were approved by the Florida PSC on May 8, 2002 and became effective on June 7, 2002. (K) In August 2001, MISSISSIPPI filed a request with the Mississippi PSC to increase annual retail rate revenues by approximately $46.4 million. In order to consider MISSISSIPPI's request, the Mississippi PSC suspended the semi-annual evaluations under PEP. In December 2001, the Mississippi PSC approved an increase of approximately $39 million, which took effect in January 2002. Additionally, the Mississippi PSC ordered MISSISSIPPI to reactivate the semi-annual evaluations under PEP, beginning with the 12-month period ending December 31, 2002. PEP will remain in effect until the Mississippi PSC modifies, suspends or terminates the plan. On April 30, 2002, the Mississippi PSC held and concluded hearings on a review of the return on equity models used in PEP in setting MISSISSIPPI's authorized return on equity. In May 2002, the Mississippi PSC issued an order adopting new return on equity models to be used in the PEP process. The new models are very similar to those that established the $39 million rate increase authorized in December 2001 and will be incorporated into the PEP evaluation filing for the period ending December 31, 2002. (L) Reference is made to Item 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS - "Future Earnings Potential" of MISSISSIPPI in the Form 10-K regarding the settlement agreement between MISSISSIPPI and certain wholesale customers to increase its wholesale tariff rates effective June 1, 2002. On April 19, 2002, the FERC accepted for filing the settlement agreement and placed the new tariff rates in effect June 1, 2002 without modifying the agreement reached between MISSISSIPPI and its customers. The settlement agreement results in an annual increase of approximately $10.5 million and the adoption of an Energy Cost Management clause similar to the one approved by MISSISSIPPI's retail jurisdiction. Reference is made to Note 1 to the financial statements of MISSISSIPPI in Item 8 of the Form 10-K for further information on the Energy Cost Management clause. The FERC's acceptance of MISSISSIPPI's filing constitutes final agency action on this matter. (M) SAVANNAH filed a base rate case on November 30, 2001. The primary reason for this base rate case was to recover significant new revenue requirements related to a 200 MW Plant Wansley PPA which began in June 2002, as well as other operation and maintenance changes. SAVANNAH also filed for a fuel cost recovery decrease to offset most, if not all, of the base rate increase. On May 30, 2002, the Georgia PSC approved a $7.8 million base rate increase and an authorized return on equity of 12.0 percent rather than the $24.4 million and 13.5 percent return on equity which were requested. At the same time, the Georgia PSC also approved a $44.3 million fuel cost allowance reduction. SAVANNAH had requested a $41.3 million fuel cost reduction. All customers saw a net rate decrease effective June 2002. On June 10, 2002, SAVANNAH filed for reconsideration of the Georgia PSC base rate case order, seeking additional revenues. On August 6, 2002, the Georgia PSC voted to deny 109 NOTES TO THE CONDENSED FINANCIAL STATEMENTS: (Continued) SAVANNAH's request for reconsideration in this matter. SAVANNAH has decided not to file an appeal of the reconsideration decision and during the fourth quarter 2002 will review the potential need for another rate case in 2003. SAVANNAH is also pursuing a regulatory solution to recover the remaining Plant Wansley PPA costs. (N) In addition to the fixed price electric and gas contracts used to mitigate exposure to volatile energy prices (see "Exposure to Market Risks" in MANAGEMENT'S DISCUSSION AND ANALYSIS herein), SOUTHERN and certain of its subsidiaries enter into interest rate swaps to hedge exposure to interest rate changes. Swaps related to fixed rate securities are accounted for as fair value hedges; swaps related to variable rate securities or forecasted transactions are accounted for as cash flow hedges. The swaps are generally structured to mirror the terms of the hedged debt instruments; therefore, no ineffectiveness has been recorded in earnings. As of September 30, 2002, the following swaps were outstanding:
Fair Value Hedges ------------------- --------------- ---------------- -------------- --------------------- ---------------------------- Notional Fixed Rate Variable Maturity Fair Value Amount Received Rate Paid Date September 30, 2002 ------------------- --------------- ---------------- -------------- --------------------- ---------------------------- SOUTHERN $400 million 5.3% 6-month LIBOR February 2007 $34.9 million less 0.103%
Cash Flow Hedges ------------------- --------------- ---------------- -------------- ----------------------- -------------------------- Weighted Average Notional Variable Rate Fixed Rate Maturity Fair Value Amount Received Paid Date September 30, 2002 ------------------- --------------- ---------------- -------------- ----------------------- -------------------------- SOUTHERN $400 million; 1-month June 2003; $ (6.4 million) $200 million LIBOR 3.1975% June 2004 ALABAMA $350 million 3-month LIBOR 3.015% December 2003 $ (5.1 million) plus 0.12% SOUTHERN POWER $350 million 1-month LIBOR 6.2348% June 2013 $(46.3 million) SOUTHERN POWER $100 million 1-month LIBOR 6.1863% June 2008 $(11.1 million)
For the quarter and year-to-date periods ended September 30, 2002, approximately $0.5 million was reclassified by SOUTHERN POWER from Other Comprehensive Income to Interest Expense. For the 12-month period ended September 30, 2003, approximately $1.7 million is expected to be reclassified. (O) SOUTHERN's reportable business segment is sale of electricity in the Southeast by the operating companies and SOUTHERN POWER. Net income and total assets for discontinued operations are included in the Reconciling Eliminations columns. The All Other category includes parent SOUTHERN, which does not allocate operating expenses to business segments, and segments below the quantitative threshold for separate disclosure. These segments include telecommunications, energy products and services, and leasing and financing services. Intersegment revenues are not material. 110 NOTES TO THE CONDENSED FINANCIAL STATEMENTS: (Continued) Financial data for business segments for the periods covered in the Form 10-Q are as follows:
Electric All Reconciling Utilities Other Eliminations Consolidated --------------------------------------------------- -------------------------------------------------------------- (in millions) Three Months Ended September 30, 2002: Operating revenues $ 3,177 $ 77 $ (6) $ 3,248 Segment net income (loss) 589 (34) 40 595 Nine Months Ended September 30, 2002: Operating revenues $ 7,881 $ 227 $ (16) $ 8,092 Segment net income (loss) 1,162 (53) 42 1,151 Total assets at September 30, 2002 $30,116 $ 1,051 $ 285 $31,452 --------------------------------------------------- ------------- ------------- ---------------- ----------------- Three Months Ended September 30, 2001: Operating revenues $ 3,095 $ 74 $ (4) $ 3,165 Segment net income (loss) 551 4 (1) 554 Nine Months Ended September 30, 2001: Operating revenues $ 7,819 $ 191 $ (14) $ 7,996 Segment net income (loss) 1,026 (20) 140 1,146 Total assets at December 31, 2001 $ 28,713 $ 2,420 $ (1,236) $ 29,897 --------------------------------------------------- ------------- ------------- ---------------- -----------------
(P) SOUTHERN has committed to directly fund 40% of the construction costs of the facilities funded under SOUTHERN POWER's revolving credit facility with Citibank N.A. In addition, SOUTHERN has guaranteed the timely completion of SOUTHERN POWER's projects currently financed under such revolving credit facility. In this guarantee, SOUTHERN agrees to pay for cost overruns to the extent that SOUTHERN POWER's cash flow is insufficient. SOUTHERN also agrees to prepay any portion of the credit facility used for SOUTHERN POWER projects not completed within two years of the proposed projects' completion dates. At September 30, 2002, the outstanding amount of this revolving credit facility related to projects under construction was $276 million. Reference is made to Note 9 to the consolidated financial statements for December 31, 2001 contained in the Southern Power Prospectus for additional information. (Q) Certain keep-well agreements were created to facilitate the assignment of specific partially executory vendor contracts to SOUTHERN POWER. As of September 30, 2002, SOUTHERN keep-well agreements were in place to facilitate the transfer of specific vendor contracts from ALABAMA to SOUTHERN POWER related to the Plant Harris construction. SOUTHERN keep-wells are also in place for the transfer of specific vendor contracts from GEORGIA to SOUTHERN POWER for the operation of Plant Dahlberg and construction at the Plant Franklin and Plant Stanton sites. As of September 30, 2002, estimated remaining payments are $32.6 million related to the GEORGIA contracts and none related to the ALABAMA contracts. Certain other keep-well arrangements were entered into in order to enhance the efficiency and flexibility of the energy sales and related natural gas procurement function. Acting as agent for the operating companies, SOUTHERN POWER and Southern Gas under agency agreements ("Agreements"), SCS may enter into various types of wholesale energy and natural gas contracts. Under such Agreements, each of the operating companies, SOUTHERN POWER and Southern Gas may be jointly and severally liable for the obligations of each of the operating companies, SOUTHERN 111 NOTES TO THE CONDENSED FINANCIAL STATEMENTS: (Continued) POWER and Southern Gas. In that regard, the creditworthiness of SOUTHERN POWER and Southern Gas is currently inferior to the creditworthiness of the operating companies. To insure that the operating companies will not subsidize or be responsible for any costs, losses, liabilities or damages arising out of or resulting from SOUTHERN POWER's or Southern Gas' inclusion as a contracting party under the Agreements, SOUTHERN has entered into keep-well agreements with each of the operating companies. Based on SOUTHERN POWER's and Southern Gas' share of natural gas and wholesale energy purchase commitments, SOUTHERN's maximum exposure under the Agreements was $34.5 million as of September 30, 2002. 112 PART II - OTHER INFORMATION Item 1. Legal Proceedings. Reference is made to the "Notes to the Condensed Financial Statements" herein for information regarding certain legal and administrative proceedings in which SOUTHERN and its reporting subsidiaries are involved. Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits. -------- Exhibit 24 - (a) Powers of Attorney and resolutions. (Designated in the Form 10-K for the year ended December 31, 2001, File Nos. 1-3526, 1-3164, 1-6468, 0-2429, 0-6849 and 1-5072 as Exhibits 24(a), 24(b), 24(c), 24(d), 24(e) and 24(f), respectively, and incorporated herein by reference.) (b) Power of Attorney for GEORGIA. (Designated in GEORGIA's Form 10-Q for June 30, 2002, as Exhibit 24(b).) (c) Power of Attorney for GULF. (Designated in GULF's Form 10-Q for June 30, 2002, as Exhibit 24(c).) Exhibit 99 - SOUTHERN POWER's prospectus filed with the SEC on October 1, 2002 pursuant to Rule 424(b) under the Securities Act of 1933, with respect to SOUTHERN POWER's registration statement (Registration No. 333-98553).
(b) Reports on Form 8-K. -------------------
SOUTHERN filed a Current Report on Form 8-K dated July 24, 2002: Items reported: Items 5 and 7 Financial statements filed: None SOUTHERN filed a Current Report on Form 8-K dated August 12, 2002: Items reported: Items 5 and 9 Financial statements filed None ALABAMA filed Current Reports on Form 8-K dated September 26, 2002 and October 16, 2002: Items reported: Items 5 and 7 Financial statements filed: None GEORGIA filed a Current Report on Form 8-K dated October 30, 2002: Items reported: Items 5 and 7 Financial statements filed: None SAVANNAH filed a Current Report on Form 8-K dated November 4, 2002: Items reported: Items 5 and 7 Financial statements filed: None
113 THE SOUTHERN COMPANY SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. The signature of the undersigned company shall be deemed to relate only to matters having reference to such company and any subsidiaries thereof. THE SOUTHERN COMPANY By Allen Franklin Chairman and Chief Executive Officer (Principal Executive Officer) By Gale E. Klappa Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer) By /s/ Wayne Boston (Wayne Boston, Attorney-in-fact) Date: November 12, 2002 114 THE SOUTHERN COMPANY Certification Of Chief Executive Officer Per Section 302 Of The Sarbanes-Oxley Act I, Allen Franklin, certify that: 1. I have reviewed this quarterly report on Form 10-Q of The Southern Company; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: November 12, 2002 /s/ Allen Franklin Allen Franklin Chairman and Chief Executive Officer 115 THE SOUTHERN COMPANY Certification Of Chief Financial Officer Per Section 302 Of The Sarbanes-Oxley Act I, Gale E. Klappa, certify that: 1. I have reviewed this quarterly report on Form 10-Q of The Southern Company; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: November 12, 2002 /s/ Gale E. Klappa Gale E. Klappa Executive Vice President, Chief Financial Officer and Treasurer 116 ALABAMA POWER COMPANY SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. The signature of the undersigned company shall be deemed to relate only to matters having reference to such company and any subsidiaries thereof. ALABAMA POWER COMPANY By Charles D. McCrary President and Chief Executive Officer (Principal Executive Officer) By William B. Hutchins, III Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer) By /s/ Wayne Boston (Wayne Boston, Attorney-in-fact) Date: November 12, 2002 117 ALABAMA POWER COMPANY Certification Of Chief Executive Officer Per Section 302 Of The Sarbanes-Oxley Act I, Charles D. McCrary, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Alabama Power Company; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: November 12, 2002 /s/ Charles D. McCrary Charles D. McCrary President and Chief Executive Officer 118 ALABAMA POWER COMPANY Certification Of Chief Financial Officer Per Section 302 Of The Sarbanes-Oxley Act I, William B. Hutchins, III, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Alabama Power Company; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: November 12, 2002 /s/ William B. Hutchins, III William B. Hutchins, III Executive Vice President, Chief Financial Officer and Treasurer 119 GEORGIA POWER COMPANY SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. The signature of the undersigned company shall be deemed to relate only to matters having reference to such company and any subsidiaries thereof. GEORGIA POWER COMPANY By David M. Ratcliffe President and Chief Executive Officer (Principal Executive Officer) By Allen L. Leverett Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer) By /s/ Wayne Boston (Wayne Boston, Attorney-in-fact) Date: November 12, 2002 120 GEORGIA POWER COMPANY Certification Of Chief Executive Officer Per Section 302 Of The Sarbanes-Oxley Act I, David M. Ratcliffe, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Georgia Power Company; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: November 12, 2002 /s/ David M. Ratcliffe David M. Ratcliffe President and Chief Executive Officer 121 GEORGIA POWER COMPANY Certification Of Chief Financial Officer Per Section 302 Of The Sarbanes-Oxley Act I, Allen L. Leverett, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Georgia Power Company; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: November 12, 2002 /s/ Allen L. Leverett Allen L. Leverett Executive Vice President, Chief Financial Officer and Treasurer 122 GULF POWER COMPANY SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. The signature of the undersigned company shall be deemed to relate only to matters having reference to such company and any subsidiaries thereof. GULF POWER COMPANY By Thomas A. Fanning President and Chief Executive Officer (Principal Executive Officer) By Ronnie R. Labrato Vice President, Chief Financial Officer and Comptroller (Principal Financial and Accounting Officer) By /s/ Wayne Boston (Wayne Boston, Attorney-in-fact) Date: November 12, 2002 123 GULF POWER COMPANY Certification Of Chief Executive Officer Per Section 302 Of The Sarbanes-Oxley Act I, Thomas A. Fanning, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Gulf Power Company; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: November 12, 2002 /s/ Thomas A. Fanning Thomas A. Fanning President and Chief Executive Officer 124 GULF POWER COMPANY Certification Of Chief Financial Officer Per Section 302 Of The Sarbanes-Oxley Act I, Ronnie R. Labrato, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Gulf Power Company; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: November 12, 2002 /s/ Ronnie R. Labrato Ronnie R. Labrato Vice President, Chief Financial Officer and Comptroller 125 MISSISSIPPI POWER COMPANY SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. The signature of the undersigned company shall be deemed to relate only to matters having reference to such company and any subsidiaries thereof. MISSISSIPPI POWER COMPANY By Michael D. Garrett President and Chief Executive Officer (Principal Executive Officer) By Michael W. Southern Vice President, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer) By /s/ Wayne Boston (Wayne Boston, Attorney-in-fact) Date: November 12, 2002 126 MISSISSIPPI POWER COMPANY Certification Of Chief Executive Officer Per Section 302 Of The Sarbanes-Oxley Act I, Michael D. Garrett, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Mississippi Power Company; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: November 12, 2002 /s/ Michael D. Garrett Michael D. Garrett President and Chief Executive Officer 127 MISSISSIPPI POWER COMPANY Certification Of Chief Financial Officer Per Section 302 Of The Sarbanes-Oxley Act I, Michael W. Southern, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Mississippi Power Company; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: November 12, 2002 /s/ Michael W. Southern Michael W. Southern Vice President, Chief Financial Officer and Treasurer 128 SAVANNAH ELECTRIC AND POWER COMPANY SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. The signature of the undersigned company shall be deemed to relate only to matters having reference to such company and any subsidiaries thereof. SAVANNAH ELECTRIC AND POWER COMPANY By Anthony R. James President and Chief Executive Officer (Principal Executive Officer) By Kirby R. Willis Vice President, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer) By /s/ Wayne Boston (Wayne Boston, Attorney-in-fact) Date: November 12, 2002 129 SAVANNAH ELECTRIC AND POWER COMPANY Certification Of Chief Executive Officer Per Section 302 Of The Sarbanes-Oxley Act I, Anthony R. James, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Savannah Electric and Power Company; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: November 12, 2002 /s/ Anthony R. James Anthony R. James President and Chief Executive Officer 130 SAVANNAH ELECTRIC AND POWER COMPANY Certification Of Chief Financial Officer Per Section 302 Of The Sarbanes-Oxley Act I, Kirby R. Willis, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Savannah Electric and Power Company; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: November 12, 2002 /s/ Kirby R. Willis Kirby R. Willis Vice President, Chief Financial Officer and Treasurer 131 SOUTHERN POWER COMPANY SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. The signature of the undersigned company shall be deemed to relate only to matters having reference to such company and any subsidiaries thereof. SOUTHERN POWER COMPANY By /s/ William P. Bowers ------------------------------------------- William P. Bowers President and Chief Executive Officer (Principal Executive Officer) By /s/ Cliff S. Thrasher ------------------------------------------- Cliff S. Thrasher Vice President, Comptroller and Chief Financial Officer (Principal Financial and Accounting Officer) Date: November 12, 2002 132 SOUTHERN POWER COMPANY Certification Of Chief Executive Officer Per Section 302 Of The Sarbanes-Oxley Act I, William P. Bowers, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Southern Power Company; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: November 12, 2002 /s/ William P. Bowers William P. Bowers President and Chief Executive Officer 133 SOUTHERN POWER COMPANY Certification Of Chief Financial Officer Per Section 302 Of The Sarbanes-Oxley Act I, Cliff S. Thrasher, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Southern Power Company; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: November 12, 2002 /s/ Cliff S. Thrasher Cliff S. Thrasher Vice President, Comptroller and Chief Financial Officer 134 -----END PRIVACY-ENHANCED MESSAGE-----