-----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, T15xf+ghppdx3T3Bk0zhbhJHXJGRKTmrTLjO/OOPdPQlCYGKIVUVzqQOlMKlD5aK fVH+gLmlrexugO//iFqqbA== 0000092122-06-000228.txt : 20060504 0000092122-06-000228.hdr.sgml : 20060504 20060504160406 ACCESSION NUMBER: 0000092122-06-000228 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 26 CONFORMED PERIOD OF REPORT: 20060331 FILED AS OF DATE: 20060504 DATE AS OF CHANGE: 20060504 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: 06808418 BUSINESS ADDRESS: STREET 1: 600 N 18TH ST STREET 2: P O BOX 2641 CITY: BIRMINGHAM STATE: AL ZIP: 35291 BUSINESS PHONE: 2052571000 MAIL ADDRESS: STREET 1: 600 N 18TH ST CITY: BIRMINGHAM STATE: AL ZIP: 35291 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: 06808414 BUSINESS ADDRESS: STREET 1: 600 BAY STREET EAST CITY: SAVANNAH STATE: GA ZIP: 31401 BUSINESS PHONE: 912-644-7171 MAIL ADDRESS: STREET 1: 600 BAY STREET EAST CITY: SAVANNAH STATE: GA ZIP: 31401 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: 06808412 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: 06808413 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: 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: 06808415 BUSINESS ADDRESS: STREET 1: 2992 WEST BEACH CITY: GULFPORT STATE: MS ZIP: 39501 BUSINESS PHONE: 2288641211 MAIL ADDRESS: STREET 1: 2992 WEST BEACH CITY: GULFPORT STATE: MS ZIP: 39501 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: 001-31737 FILM NUMBER: 06808416 BUSINESS ADDRESS: STREET 1: ONE ENERGY PLACE CITY: PENSACOLA STATE: FL ZIP: 32520 BUSINESS PHONE: 8504446111 MAIL ADDRESS: STREET 1: ONE ENERGY PLACE CITY: PENSACOLA STATE: FL ZIP: 32520 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: 06808417 BUSINESS ADDRESS: STREET 1: 241 RALPH MCGILL BOULEVARD CITY: ATLANTA STATE: GA ZIP: 30308 BUSINESS PHONE: 4045066526 MAIL ADDRESS: STREET 1: 241 RALPH MCGILL BOULEVARD CITY: ATLANTA STATE: GA ZIP: 30308 10-Q 1 g01238-soco.htm SOUTHERN COMPANY
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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 quarterly period ended March 31, 2006
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)    
 
  30 Ivan Allen Jr. Boulevard, N.W.    
 
  Atlanta, Georgia 30308    
 
  (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 Florida 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)    
 
  30 Ivan Allen Jr. Boulevard, N.W.    
 
  Atlanta, Georgia 30308    
 
  (404) 506-5000    

 


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     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. Yes X  No___
     Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer” and “large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):
                         
    Large              
    Accelerated     Accelerated     Non-accelerated  
Registrant   Filer     Filer     Filer  
The Southern Company
    X                  
Alabama Power Company
                    X  
Georgia Power Company
                    X  
Gulf Power Company
                    X  
Mississippi Power Company
                    X  
Savannah Electric and Power Company
                    X  
Southern Power Company
                    X  
   Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.) Yes___  No X (Response applicable to all registrants.)
             
    Description of   Shares Outstanding  
Registrant   Common Stock   at March 31, 2006  
The Southern Company
  Par Value $5 Per Share     742,048,440  
Alabama Power Company
  Par Value $40 Per Share     9,250,000  
Georgia Power Company
  Without Par Value     7,761,500  
Gulf Power Company
  Without 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.

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INDEX TO QUARTERLY REPORT ON FORM 10-Q
March 31, 2006
         
    Page
    Number
    5  
    6  
PART I — FINANCIAL INFORMATION
       
Item 1. Financial Statements (Unaudited)
       
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
       
       
    8  
    9  
    10  
    12  
    13  
       
    29  
    29  
    30  
    31  
    33  
       
    44  
    44  
    45  
    46  
    48  
       
    59  
    59  
    60  
    61  
    63  
       
    72  
    72  
    73  
    74  
    76  
       
    86  
    86  
    87  
    88  
    90  
       
    101  
    101  
    102  
    103  
    105  
    112  
    27  
    27  

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INDEX TO QUARTERLY REPORT ON FORM 10-Q
March 31, 2006
         
    Page
    Number
       
    125  
    125  
    125  
Item 3. Defaults Upon Senior Securities
  Inapplicable
Item 4. Submission of Matters to a Vote of Security Holders
  Inapplicable
Item 5. Other Information
  Inapplicable
    126  
    131  

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DEFINITIONS
     
TERM
  MEANING
Alabama Power
  Alabama Power Company
AFUDC
  Allowance for funds used during construction
BMA
  Bond Market Association
Clean Air Act
  Clean Air Act Amendments of 1990
DOE
  U.S. Department of Energy
ECO Plan
  Environmental Compliance Overview Plan
EPA
  U.S. Environmental Protection Agency
ERISA
  Employee Retirement Income Security Act of 1974, as amended
FASB
  Financial Accounting Standards Board
FERC
  Federal Energy Regulatory Commission
Form 10-K
  Combined Annual Report on Form 10-K of Southern Company, Alabama Power, Georgia Power, Gulf Power, Mississippi Power, Savannah Electric, and Southern Power for the year ended December 31, 2005 and, with respect to Southern Company, Amendment No. 1 and Amendment No. 2 thereto
Georgia Power
  Georgia Power Company
Gulf Power
  Gulf Power Company
IIC
  Intercompany Interchange Contract
IRC
  Internal Revenue Code of 1986, as amended
IRS
  Internal Revenue Service
KWH
  Kilowatt-hour
LIBOR
  London Interbank Offered Rate
Mirant
  Mirant Corporation
Mississippi Power
  Mississippi Power Company
Moody’s
  Moody’s Investors Service, Inc
MW
  Megawatt
NRC
  Nuclear Regulatory Commission
NSR
  New Source Review
PEP
  Performance Evaluation Plan
PPA
  Power Purchase Agreement
PSC
  Public Service Commission
retail operating companies
  Alabama Power, Georgia Power, Gulf Power, Mississippi Power, and Savannah Electric
S&P
  Standard and Poor’s, a division of The McGraw-Hill Companies, Inc.
Savannah Electric
  Savannah Electric and Power Company
SCS
  Southern Company Services, Inc.
SEC
  Securities and Exchange Commission
Southern Company
  The Southern Company
Southern Company system
  Southern Company, the retail operating companies, Southern Power, and other subsidiaries
Southern Power
  Southern Power Company
Super Southeast
  Southern Company’s traditional service territory, Alabama, Florida, Georgia, and Mississippi, plus the surrounding states of Kentucky, Louisiana, North Carolina, South Carolina, Tennessee, and Virginia

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
     This Quarterly Report on Form 10-Q contains forward-looking statements. Forward-looking statements include, among other things, statements concerning the strategic goals for the wholesale business, storm damage cost recovery and repairs, environmental regulations and expenditures, the proposed merger of Savannah Electric and Georgia Power, financing activities, completion of construction projects, impacts of adoption of new accounting rules, access to sources of capital, and estimated construction and other expenditures. In some cases, forward-looking statements can be identified by terminology such as “may,” “will,” “could,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “projects,” “predicts,” “potential,” or “continue” or the negative of these terms or other similar terminology. There are various factors that could cause actual results to differ materially from those suggested by 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, implementation of the Energy Policy Act of 2005, and also changes in environmental, tax, and other laws and regulations to which Southern Company and its subsidiaries are subject, as well as changes in application of existing laws and regulations;
 
    current and future litigation, regulatory investigations, proceedings, or inquiries, including the pending EPA civil actions against certain Southern Company subsidiaries, FERC matters, IRS audits, and Mirant matters;
 
    the effects, extent, and timing of the entry of additional competition in the markets in which Southern Company’s subsidiaries operate;
 
    variations in demand for electricity and gas, including those relating to weather, the general economy and population, and business growth (and declines);
 
    available sources and costs of fuels;
 
    ability to control costs;
 
    investment performance of Southern Company’s employee benefit plans;
 
    advances in technology;
 
    state and federal rate regulations and the impact of pending and future rate cases and negotiations, including rate cases relating to fuel cost recovery;
 
    the performance of projects undertaken by the non-utility businesses 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 Company or its subsidiaries;
 
    the ability of counterparties of Southern Company and its subsidiaries to make payments as and when due;
 
    the ability to obtain new short- and long-term contracts with neighboring utilities;
 
    the direct or indirect effect on Southern Company’s business resulting from terrorist incidents and the threat of terrorist incidents;
 
    interest rate fluctuations and financial market conditions and the results of financing efforts, including Southern Company’s and its subsidiaries’ credit ratings;
 
    the ability of Southern Company and its subsidiaries to obtain additional generating capacity at competitive prices;
 
    catastrophic events such as fires, earthquakes, explosions, floods, hurricanes, or other similar occurrences;
 
    the direct or indirect effects on Southern Company’s business resulting from incidents similar to the August 2003 power outage in the Northeast;
 
    the effect of accounting pronouncements issued periodically by standard setting bodies; and
 
    other factors discussed elsewhere herein and in other reports filed by the registrants from time to time with the SEC.
Each registrant expressly disclaims any obligation to update any forward-looking statements.

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THE SOUTHERN COMPANY
AND SUBSIDIARY COMPANIES

7


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THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
                 
    For the Three Months  
    Ended March 31,  
    2006     2005  
    (in thousands)  
Operating Revenues:
               
Retail revenues
  $ 2,471,413     $ 2,268,809  
Sales for resale
    414,869       347,125  
Other electric revenues
    110,990       101,095  
Other revenues
    65,988       70,001  
 
           
Total operating revenues
    3,063,260       2,787,030  
 
           
Operating Expenses:
               
Fuel
    1,048,545       864,621  
Purchased power
    104,411       98,216  
Other operations
    562,452       516,428  
Maintenance
    283,630       294,092  
Depreciation and amortization
    298,926       291,110  
Taxes other than income taxes
    175,003       162,884  
 
           
Total operating expenses
    2,472,967       2,227,351  
 
           
Operating Income
    590,293       559,679  
Other Income and (Expense):
               
Allowance for equity funds used during construction
    11,527       16,859  
Interest income
    6,672       5,272  
Equity in losses of unconsolidated subsidiaries
    (32,575 )     (23,104 )
Leveraged lease income
    18,103       18,248  
Interest expense, net of amounts capitalized
    (176,375 )     (138,987 )
Interest expense to affiliate trusts
    (30,629 )     (31,930 )
Preferred and preference dividends of subsidiaries
    (9,015 )     (7,402 )
Other income (expense), net
    (10,865 )     (5,207 )
 
           
Total other income and (expense)
    (223,157 )     (166,251 )
 
           
Earnings From Continuing Operations Before Income Taxes
    367,136       393,428  
Income taxes
    107,022       75,887  
 
           
Earnings From Continuing Operations
    260,114       317,541  
Earnings from discontinued operations, net of income taxes of $942 and $3,435 for 2006 and 2005, respectively
    1,493       5,419  
 
           
Consolidated Net Income
  $ 261,607     $ 322,960  
 
           
Common Stock Data:
               
Earnings per share from continuing operations-
               
Basic
  $ 0.35     $ 0.43  
Diluted
  $ 0.35     $ 0.42  
Earnings per share including discontinued operations-
               
Basic
  $ 0.35     $ 0.43  
Diluted
  $ 0.35     $ 0.43  
Average number of basic shares of common stock outstanding (in thousands)
    742,195       744,025  
Average number of diluted shares of common stock outstanding (in thousands)
    747,039       748,672  
Cash dividends paid per share of common stock
  $ 0.3725     $ 0.3575  
The accompanying notes as they relate to Southern Company are an integral part of these condensed financial statements.

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THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
                 
    For the Three Months  
    Ended March 31,  
    2006     2005  
    (in thousands)  
Operating Activities:
               
Consolidated net income
  $ 261,607     $ 322,960  
Adjustments to reconcile consolidated net income to net cash provided from operating activities —
               
Depreciation and amortization
    351,946       343,071  
Deferred income taxes and investment tax credits
    (39,650 )     111,385  
Allowance for equity funds used during construction
    (11,527 )     (16,859 )
Equity in losses of unconsolidated subsidiaries
    32,575       23,104  
Leveraged lease income
    (18,103 )     (18,248 )
Pension, postretirement, and other employee benefits
    18,448       13,793  
Stock option expense
    19,104        
Tax benefit of stock options
    826       15,049  
Hedge settlements
    18,006       (18,357 )
Storm damage accounting order
          45,000  
Other, net
    (3,434 )     (16,106 )
Changes in certain current assets and liabilities —
               
Receivables
    236,127       (16,952 )
Fossil fuel stock
    (78,471 )     (35,716 )
Materials and supplies
    (11,089 )     (5,120 )
Other current assets
    (41,642 )     5,260  
Accounts payable
    (310,962 )     (88,579 )
Accrued taxes
    (9,425 )     (231,334 )
Accrued compensation
    (337,600 )     (275,701 )
Other current liabilities
    (18,331 )     14,458  
 
           
Net cash provided from operating activities
    58,405       171,108  
 
           
Investing Activities:
               
Property additions
    (546,261 )     (458,842 )
Nuclear decommissioning trust fund purchases
    (172,551 )     (176,854 )
Nuclear decommissioning trust fund sales
    165,671       168,155  
Proceeds from property sales
    150,521       9,463  
Investment in unconsolidated subsidiaries
    (37,748 )     (23,913 )
Cost of removal net of salvage
    (31,230 )     (16,040 )
Other
    (33,312 )     (48,729 )
 
           
Net cash used for investing activities
    (504,910 )     (546,760 )
 
           
Financing Activities:
               
Increase in notes payable, net
    433,101       363,710  
Proceeds —
               
Long-term debt
    800,000       500,000  
Common stock
    13,875       56,031  
Gross excess tax benefit of stock options
    1,960        
Redemptions —
               
Long-term debt
    (322,839 )     (252,421 )
Long-term debt to affiliate trusts
    (67,457 )      
Preferred and preference stock
    (14,569 )      
Common stock repurchased
    (117 )      
Payment of common stock dividends
    (276,442 )     (265,958 )
Other
    (22,332 )     (12,370 )
 
           
Net cash provided from financing activities
    545,180       388,992  
 
           
Net Change in Cash and Cash Equivalents
    98,675       13,340  
Cash and Cash Equivalents at Beginning of Period
    202,111       368,449  
 
           
Cash and Cash Equivalents at End of Period
  $ 300,786     $ 381,789  
 
           
Supplemental Cash Flow Information:
               
Cash paid during the period for —
               
Interest (net of $4,942 and $6,708 capitalized for 2006 and 2005, respectively)
  $ 198,762     $ 170,760  
Income taxes (net of refunds)
  $ 919     $ 31,855  
The accompanying notes as they relate to Southern Company are an integral part of these condensed financial statements.

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THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
                 
    At March 31,     At December 31,  
Assets   2006     2005  
    (in thousands)  
Current Assets:
               
Cash and cash equivalents
  $ 300,786     $ 202,111  
Receivables —
               
Customer accounts receivable
    800,744       868,665  
Unbilled revenues
    268,100       303,782  
Under recovered regulatory clause revenues
    783,010       754,522  
Other accounts and notes receivable
    308,463       409,685  
Accumulated provision for uncollectible accounts
    (35,515 )     (37,510 )
Fossil fuel stock, at average cost
    493,709       402,579  
Vacation pay
    117,073       116,699  
Materials and supplies, at average cost
    664,225       665,754  
Assets from risk management activities
    78,956       124,607  
Prepaid expenses
    191,986       131,324  
Other
    240,479       262,659  
 
           
Total current assets
    4,212,016       4,204,877  
 
           
Property, Plant, and Equipment:
               
In service
    43,956,095       43,578,501  
Less accumulated depreciation
    15,987,807       15,727,300  
 
           
 
    27,968,288       27,851,201  
Nuclear fuel, at amortized cost
    269,916       261,997  
Construction work in progress
    1,403,760       1,367,255  
 
           
Total property, plant, and equipment
    29,641,964       29,480,453  
 
           
Other Property and Investments:
               
Nuclear decommissioning trusts, at fair value
    995,776       953,554  
Leveraged leases
    1,088,984       1,082,100  
Other
    324,213       337,236  
 
           
Total other property and investments
    2,408,973       2,372,890  
 
           
Deferred Charges and Other Assets:
               
Deferred charges related to income taxes
    931,078       936,729  
Prepaid pension costs
    1,023,360       1,021,797  
Unamortized debt issuance expense
    172,019       161,583  
Unamortized loss on reacquired debt
    303,909       309,409  
Deferred under recovered regulatory clause revenues
    438,740       530,668  
Other regulatory assets
    518,232       519,005  
Other
    327,113       339,294  
 
           
Total deferred charges and other assets
    3,714,451       3,818,485  
 
           
 
               
Total Assets
  $ 39,977,404     $ 39,876,705  
 
           
The accompanying notes as they relate to Southern Company are an integral part of these condensed financial statements.

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THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
                 
    At March 31,     At December 31,  
Liabilities and Stockholders' Equity   2006     2005  
    (in thousands)  
Current Liabilities:
               
Securities due within one year
  $ 893,632     $ 900,699  
Notes payable
    1,690,530       1,257,428  
Accounts payable
    845,142       1,229,253  
Customer deposits
    230,485       219,781  
Accrued taxes —
               
Income taxes
    224,070       103,925  
Other
    185,124       318,978  
Accrued interest
    195,558       204,292  
Accrued vacation pay
    143,007       143,816  
Accrued compensation
    121,125       458,573  
Other
    409,433       403,606  
 
           
Total current liabilities
    4,938,106       5,240,351  
 
           
Long-term Debt
    11,340,843       10,957,903  
 
           
Long-term Debt Payable to Affiliated Trusts
    1,893,187       1,888,469  
 
           
Deferred Credits and Other Liabilities:
               
Accumulated deferred income taxes
    5,712,443       5,735,502  
Deferred credits related to income taxes
    305,960       311,083  
Accumulated deferred investment tax credits
    521,148       527,172  
Employee benefit obligations
    955,677       929,908  
Asset retirement obligations
    1,132,367       1,117,280  
Other cost of removal obligations
    1,278,907       1,295,215  
Other regulatory liabilities
    307,013       323,180  
Other
    272,412       265,838  
 
           
Total deferred credits and other liabilities
    10,485,927       10,505,178  
 
           
Total Liabilities
    28,658,063       28,591,901  
 
           
Preferred and Preference Stock of Subsidiaries
    595,616       595,626  
 
           
Common Stockholders’ Equity:
               
Common stock, par value $5 per share —
               
Authorized — 1 billion shares
               
Issued — March 31, 2006: 751,859,492 Shares;
— December 31, 2005: 751,810,927 Shares
               
Treasury — March 31, 2006: 9,811,052 Shares;
— December 31, 2005: 10,362,970 Shares
               
Par value
    3,759,297       3,759,055  
Paid-in capital
    1,101,043       1,084,799  
Treasury, at cost
    (340,309 )     (358,892 )
Retained earnings
    6,317,298       6,332,023  
Accumulated other comprehensive loss
    (113,604 )     (127,807 )
 
           
Total Common Stockholders’ Equity
    10,723,725       10,689,178  
 
           
Total Liabilities and Stockholders’ Equity
  $ 39,977,404     $ 39,876,705  
 
           
The accompanying notes as they relate to Southern Company are an integral part of these condensed financial statements.

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CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)
                 
    For the Three Months  
    Ended March 31,  
    2006     2005  
    (in thousands)  
Consolidated Net Income
  $ 261,607     $ 322,960  
Other comprehensive income (loss) — continuing operations:
               
Change in fair value of marketable securities, net of tax of $1,609 and $(1,729), respectively
    2,521       (3,326 )
Changes in fair value of qualifying hedges, net of tax of $7,130 and $935, respectively
    11,392       1,435  
Reclassification adjustment for amounts included in net income, net of tax of $241 and $1,318, respectively
    290       2,054  
 
Total other comprehensive income — continuing operations
    14,203       163  
 
Other comprehensive income — discontinued operations:
               
Changes in fair value of qualifying hedges, net of tax of $1,090
          1,728  
Reclassification adjustment for amounts included in net income, net of tax of $692
          1,097  
 
Total other comprehensive income — discontinued operations
          2,825  
 
COMPREHENSIVE INCOME
  $ 275,810     $ 325,948  
 
The accompanying notes as they relate to Southern Company are an integral part of these condensed financial statements.

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THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
FIRST QUARTER 2006 vs. FIRST QUARTER 2005
OVERVIEW
Discussion of the results of operations is focused on Southern Company’s primary business of electricity sales in the Southeast by the retail operating companies — Alabama Power, Georgia Power, Gulf Power, Mississippi Power, and Savannah Electric — and Southern Power. Southern Power is an electric wholesale generation subsidiary with market-based rate authority. Southern Company’s other business activities include investments in synthetic fuels and leveraged lease projects, telecommunications, and energy-related services. For additional information on these businesses, see BUSINESS — The SOUTHERN System — “Retail Operating Companies,” “Southern Power,” and “Other Business” in Item 1 of the Form 10-K.
     Hurricanes Dennis and Katrina hit Southern Company’s service territory in July and August 2005, respectively. As a result of these storms, as well as Hurricane Ivan in September 2004, Southern Company has incurred significant restoration costs. In addition, fuel costs at each of the retail operating companies rose significantly during 2005 and the first quarter of 2006. Southern Company continues to work with its regulators to develop methods to enable the timely recovery of these costs. See MANAGEMENT’S DISCUSSION AND ANALYSIS — FUTURE EARNINGS POTENTIAL — “PSC Matters — Storm Damage Cost Recovery” of Southern Company in Item 7 of the Form 10-K for additional information.
     Southern Company continues to focus on several key performance indicators. These indicators include customer satisfaction, plant availability, system reliability, and earnings per share. For additional information on these indicators, see MANAGEMENT’S DISCUSSION AND ANALYSIS — OVERVIEW — “Key Performance Indicators” of Southern Company in Item 7 of the Form 10-K.
RESULTS OF OPERATIONS
Earnings
Southern Company’s first quarter earnings were $261.6 million ($0.35 per share) compared with $323.0 million ($0.43 per share) for the corresponding period in 2005. The decrease in earnings in the first quarter 2006 resulted primarily from higher other operations and maintenance expenses (excluding effects of a 2005 Alabama PSC accounting order), higher interest expense, reduction in tax credits related to synfuel investments, and milder weather compared to the first quarter of 2005. These decreases to earnings were partially offset by an increase in revenues resulting from sustained economic strength and customer growth in the Southern Company service area.
     Significant income statement items appropriate for discussion include the following:
                 
    Increase (Decrease)  
    First Quarter  
    (in thousands)     %  
Retail revenues
  $ 202,604       8.9  
Sales for resale
    67,744       19.5  
Other electric revenues
    9,895       9.8  
Fuel expense
    183,924       21.3  
Purchased power expense
    6,195       6.3  
Other operations expense
    46,024       8.9  
Maintenance expense
    (10,462 )     (3.6 )
Taxes other than income taxes
    12,119       7.4  
Allowance for equity funds used during construction
    (5,332 )     (31.6 )
Equity in losses of unconsolidated subsidiaries
    9,471       41.0  
Interest expense, net of amounts capitalized
    37,388       26.9  
Other income (expense), net
    (5,658 )     (108.7 )
Income taxes
    31,135       41.0  

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
     Retail revenues. The chart below reflects the primary drivers of the 8.9% increase in retail revenues in the first quarter of 2006 when compared to the same period in 2005. Changes in revenue related to certain cost recovery mechanisms such as fuel and storm damage have no effect on net income. In the first quarter 2006, retail KWH sales increased by 0.3% from the same period in 2005, primarily due to continued customer and demand growth from sustained economic strength in the Southeast. The number of retail customers increased by 1.3% and weather-adjusted average consumption by retail customers increased by 0.6% for the first quarter of 2006 when compared with the first quarter 2005.
     Details of retail revenues are as follows:
                 
    First Quarter  
    (in millions)     % change  
 
Retail — prior year
  $ 2,269          
Change in —
               
Base rates
    14       0.6  
Sales growth
    28       1.2  
Weather
    (6 )     (0.3 )
Fuel cost recovery
    146       6.5  
Other cost recovery
    20       0.9  
 
Retail — current year
  $ 2,471       8.9 %
 
     Sales for resale. In the first quarter 2006, sales for resale increased $67.7 million, or 19.5%, over the same period in 2005. The increase reflects higher fuel revenues of $27 million due to a 20.6% increase in the cost of fuel per net KWH generated and a $65 million increase in revenues associated with sales under long-term contracts, offset by a $24 million decrease in excess capacity revenues.
     Other electric revenues. In the first quarter 2006, when compared to the same period in 2005, other electric revenues increased $9.9 million, or 9.8%. The increase was primarily due to higher transmission revenues of $4.1 million, increased cogeneration revenues of $4.3 million, and higher outdoor lighting revenues of $1.4 million.
     Fuel and purchased power expense. Fuel and purchased power expense increased $190.1 million in the first quarter 2006 when compared to the same period in 2005 due to a $201.6 million increase in the cost of fuel offset by a $11.5 million decrease related to fewer total KWHs generated and purchased. Increases in fuel expense at the retail operating companies are generally offset by fuel revenues and do not affect net income. See FUTURE EARNINGS POTENTIAL — “FERC and State PSC Matters — Retail Fuel Cost Recovery” herein for additional information. Fuel expenses incurred under Southern Power’s PPAs are generally the responsibility of the counterparties and do not significantly affect net income.
     Other operations expense. The $46.0 million increase in other operations expense in the first quarter 2006 as compared with the same period in the prior year is due to a $21.5 million increase in administrative and general expense, primarily additional compensation related to expensing of stock options, and a $8.3 million increase in customer accounts, service and sales expense, primarily technology costs, promotional expenses for energy efficiency programs, and an increase in uncollectible accounts. The increase was also attributable to a $9.4 million increase in production expense and a $6.8 million increase in transmission and distribution expense. Production, transmission, and distribution expenses fluctuate from year to year due to timing of plant outages and system maintenance projects as well as normal increases in costs.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
     Maintenance expense. The $10.5 million decrease in maintenance expense in the first quarter 2006 compared with the same period in 2005 is mainly attributable to $45 million of expenses recorded in the first quarter of 2005 by Alabama Power in accordance with an accounting order approved by the Alabama PSC to offset the costs of Hurricane Ivan and restore the natural disaster reserve. In accordance with the accounting order, Alabama Power also returned certain regulatory liabilities related to deferred taxes to its retail customers; therefore, the combined effects of this accounting order had no impact on net income. See Note 3 to the financial statements of Southern Company under “Storm Damage Cost Recovery” in Item 8 of the Form 10-K and “Income taxes” below for additional information. Excluding the impact of the $45 million Alabama Power accounting order, maintenance expense increased $34.5 million in the first quarter of 2006 over 2005 due to an
$18.4 million increase in production maintenance expense and a $15.3 million increase in transmission and distribution maintenance expense. Production, transmission, and distribution expenses fluctuate from year to year due to timing of plant outages and system maintenance projects as well as normal increases in costs.
     Taxes other than income taxes. The $12.1 million increase in taxes other than income taxes in the first quarter 2006 compared with the same period in 2005 is primarily a result of increases in municipal franchise and gross receipts taxes associated with increases in revenues from energy sales and an increase in property taxes associated with changes in property tax rates, changes in the assessed value of properties, and increases in property value associated with the additions of Plants McIntosh and Oleander.
     Allowance for equity funds used during construction. The $5.3 million decrease in AFUDC equity for the first quarter 2006 compared to the same period in the prior year relates to the completion of the Plant McIntosh combined cycle units 10 and 11 by Georgia Power and Savannah Electric in June 2005. AFUDC equity is non-taxable.
     Equity in losses of unconsolidated subsidiaries. The $9.5 million increase in equity in losses of unconsolidated subsidiaries in the first quarter 2006 compared with the same period in the prior year reflects $12.1 million in increased production at synfuel production facilities that generate operating losses. These partnerships also claim federal income tax credits that offset these operating losses and make the projects profitable. The increase was offset by $2.6 million in expense recovery associated with the reserve recorded in the first quarter 2006 related to a projected phase-out of 2006 tax credits resulting from increases in current and projected future oil prices. See FUTURE EARNINGS POTENTIAL — “Income Tax Matters — Synthetic Fuel Tax Credits” herein for further information.
     Interest expense, net of amounts capitalized. Interest charges and other financing costs increased by $37.4 million in the first quarter of 2006 when compared to the same period in 2005 associated with a $901.4 million increase in notes payable and a $525.4 million increase in long-term debt outstanding at March 31, 2006 compared to March 31, 2005 as well as an increase in average interest rates on variable rate debt. Variable rates on pollution control bonds are highly correlated with the BMA Municipal Swap Index, which averaged 3.1% in the first quarter of 2006 compared to 1.9% in the first quarter of 2005. Variable rates on commercial paper and senior notes are highly correlated with the one-month LIBOR, which averaged 4.6% in the first quarter of 2006 and 2.6% in the first quarter of 2005. The increase in interest expense was also the result of $5.0 million related to early redemption of trust preferred securities. See MANAGEMENT’S DISCUSSION AND ANALYSIS — FINANCIAL CONDITION AND LIQUIDITY — “Financing Activities” of Southern Company in Item 7 of the Form 10-K and herein for additional information.
     Other income (expense), net. The $5.7 million decrease in other income (expense), net, in the first quarter of 2006 compared to the same period in 2005 is primarily due to Alabama Power’s $5.0 million settlement with the EPA in the NSR litigation. See Note 3 to the financial statements of Southern Company under “Environmental Matters — New Source Review Actions” in Item 8 of the Form 10-K and Note (B) to the Condensed Financial Statements herein under “NEW SOURCE REVIEW ACTIONS — New Source Review Litigation” for further information.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
     Income taxes. The $31.1 million increase in income taxes in the first quarter 2006 when compared to the same period in the prior year is primarily due to the impact of the Alabama PSC accounting order recorded in the first quarter 2005, discussed under “Maintenance expense” above, and $19.5 million associated with the synthetic fuel reserve discussed under “Equity in losses of unconsolidated subsidiaries” above. The net after-tax effect of the synthetic fuel reserve is $16.9 million. See FUTURE EARNINGS POTENTIAL — “Income Tax Matters — Synthetic Fuel Tax Credits” herein for further information. These increases were partially offset by a decrease in income taxes associated with lower taxable income in the first quarter of 2006 as compared to the same period in 2005.
FUTURE EARNINGS POTENTIAL
The results of operations discussed above are not necessarily indicative of Southern Company’s future earnings potential. The level of future earnings depends on numerous factors that affect the opportunities, challenges, and risks of Southern Company’s primary business of selling electricity. These factors include the retail operating companies’ ability to maintain a stable regulatory environment that continues to allow for the recovery of all prudently incurred costs. Another major factor is the profitability of the competitive market-based wholesale generating business and federal regulatory policy, which may impact Southern Company’s level of participation in this market. Future earnings for the electricity business in the near term will depend, in part, upon the availability of tax credits on synfuel investments and growth in energy sales, which is subject to a number of factors. These factors include weather, competition, new energy contracts with neighboring utilities, energy conservation practiced by customers, the price of electricity, the price elasticity of demand, and the rate of economic growth in the service area. For additional information relating to these issues, see RISK FACTORS in Item 1A and MANAGEMENT’S DISCUSSION AND ANALYSIS — FUTURE EARNINGS POTENTIAL of Southern Company in Item 7 of the Form 10-K.
Environmental Matters
Compliance costs related to the Clean Air Act and other environmental regulations could affect earnings if such costs cannot be fully recovered in rates on a timely basis. For additional information, including information on certain environmental litigation, see MANAGEMENT’S DISCUSSION AND ANALYSIS — FUTURE EARNINGS POTENTIAL — “Environmental Matters” of Southern Company in Item 7 and Note 3 to the financial statements of Southern Company under “Environmental Matters” in Item 8 of the Form 10-K.
New Source Review Litigation
See MANAGEMENT’S DISCUSSION AND ANALYSIS — FUTURE EARNINGS POTENTIAL — “Environmental Matters — New Source Review Actions” of Southern Company in Item 7 and Note 3 to the financial statements of Southern Company under “Environmental Matters — New Source Review Actions” in Item 8 of the Form 10-K for additional information regarding a civil action brought by the EPA alleging that Alabama Power had violated the NSR provisions of the Clean Air Act and related state laws with respect to certain of its coal-fired generating facilities. On April 24, 2006, as a result of court-ordered mediation, the EPA filed, with the U.S. District Court for the Northern District of Alabama, statements designed to result in a judgment being entered in favor of Alabama Power on the claims related to Plants Barry, Gaston, Gorgas, and Greene County. In turn, Alabama Power agreed to the filing with the district court of a proposed consent decree that, upon such court’s approval, would require Alabama Power to pay $100,000 to resolve the EPA’s claim for a civil penalty related to alleged violations at Plant Miller. The proposed consent decree also formalizes specific emissions reductions to be accomplished by Alabama Power. These reductions are consistent with other Clean Air Act programs that require emissions reductions. Alabama Power further agreed to donate $4.9 million of sulfur dioxide emission allowances to a nonprofit charitable organization. As a result, Alabama Power recognized $5 million in other income (expense), net related to the proposed consent decree. The final

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
resolution of these claims is dependent on further court action and subject to possible appeals, and therefore, cannot be determined at this time.
New Source Review Reform Rules
On October 20, 2005, the EPA published a proposed rule clarifying the test for determining when an emissions increase is subject to the NSR requirements. On March 17, 2006, the U.S. Court of Appeals for the District of Columbia Circuit vacated the EPA’s proposed rule which sought to clarify the scope of the existing Routine Maintenance, Repair, and Replacement Exclusion. Because this rule was not yet in effect, the court’s ruling is not anticipated to have any impact on Southern Company. See MANAGEMENT’S DISCUSSION AND ANALYSIS — FUTURE EARNINGS POTENTIAL — “Environmental Matters — New Source Review Actions” of Southern Company in Item 7 and Note 3 to the financial statements of Southern Company under “Environmental Matters — New Source Review Actions” in Item 8 of the Form 10-K for additional information.
Plant Wansley Environmental Litigation
On March 30, 2006, the U.S. Court of Appeals for the Eleventh Circuit ruled in favor of Georgia Power on its appeal and reversed the district court’s order regarding certain alleged opacity violations at Plant Wansley. The court of appeals remanded the case to the U.S. District Court for the Northern District of Georgia for further proceedings consistent with its decision. The ultimate outcome of this matter cannot now be determined. See MANAGEMENT’S DISCUSSION AND ANALYSIS - - FUTURE EARNINGS POTENTIAL — “Environmental Matters — Plant Wansley Environmental Litigation” of Southern Company in Item 7 and Note 3 to the financial statements of Southern Company under “Environmental Matters — Plant Wansley Environmental Litigation” in Item 8 of the Form 10-K for additional information.
FERC and State PSC Matters
Market-Based Rate Authority
See MANAGEMENT’S DISCUSSION AND ANALYSIS — FUTURE EARNINGS POTENTIAL — “FERC Matters — Market-Based Rate Authority” of Southern Company in Item 7 and Note 3 to the financial statements of Southern Company under “FERC Matters — Market-Based Rate Authority” in Item 8 of the Form 10-K for information on the FERC’s April 2004 order adopting a new interim analysis for measuring generation market power and a proceeding initiated by the FERC in December 2004 to assess Southern Company’s generation dominance within its retail service territory. Each of the retail operating companies and Southern Power has authorization from the FERC to sell power to non-affiliates at market-based prices. The retail operating companies and Southern Power also have FERC authority to make short-term opportunity sales at market rates. Specific FERC approval must be obtained with respect to a market-based contract with an affiliate. On February 15, 2005, Southern Company submitted additional information related to generation dominance in Southern Company’s retail service territory. A hearing before an administrative law judge scheduled for March 2006 has been held in abeyance to allow the parties to explore settlement. Any new market-based rate transactions in its retail service territory entered into after February 27, 2005 will be subject to refund to the level of the default cost-based rates, pending the outcome of the proceeding. The impact of all such sales through March 31, 2006 is not expected to exceed $19 million for the Southern Company system. The refund period covers 15 months. In the event that the FERC’s default mitigation measures for entities that are found to have market power are ultimately applied, the retail operating companies and Southern Power may be required to charge cost-based rates for certain wholesale sales in the Southern Company retail service territory, which may be lower than negotiated market-based rates. The final outcome of this matter will depend on the form in which the final methodology for assessing generation market power and mitigation rules may be ultimately adopted and cannot be determined at this time.
     In addition, in May 2005, the FERC initiated an investigation to determine whether Southern Company satisfies the other three parts of the FERC’s market-based rate analysis: transmission market power, barriers to

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
entry, and affiliate abuse or reciprocal dealing. The FERC established a new 15-month refund period related to this expanded investigation. Any new market-based rate transactions involving any Southern Company subsidiary will be subject to refund to the extent the FERC orders lower rates as a result of this new investigation, with the refund period beginning July 19, 2005. The impact of all such sales through March 31, 2006 is not expected to exceed $37 million, of which $15 million relates to sales inside the retail service territory discussed above. The FERC also directed that this expanded proceeding be held in abeyance pending the outcome of the proceeding on the IIC discussed below.
     Southern Company and its subsidiaries believe that there is no meritorious basis for this proceeding and are vigorously defending themselves in this matter. However, the final outcome of this matter, including any remedies to be applied in the event of an adverse ruling in this proceeding, cannot now be determined.
Intercompany Interchange Contract
Also in May 2005, the FERC initiated a new proceeding to examine (1) the provisions of the IIC among Alabama Power, Georgia Power, Gulf Power, Mississippi Power, Savannah Electric, Southern Power, and SCS, as agent, under the terms of which the power pool of Southern Company is operated, and, in particular, the propriety of the continued inclusion of Southern Power as a party to the IIC, (2) whether any parties to the IIC have violated the FERC’s standards of conduct applicable to utility companies that are transmission providers, and (3) whether Southern Company’s code of conduct defining Southern Power as a “system company” rather than a “marketing affiliate” is just and reasonable. In connection with the formation of Southern Power, the FERC authorized Southern Power’s inclusion in the IIC in 2000. The FERC also previously approved Southern Company’s code of conduct. The FERC order directs that the administrative law judge who presided over a proceeding involving approval of PPAs between Southern Power and Georgia Power and Savannah Electric be assigned to preside over the hearing in this proceeding and that the testimony and exhibits presented in that proceeding be preserved to the extent appropriate. Effective July 19, 2005, revenues from transactions under the IIC involving any Southern Company subsidiaries will be subject to refund to the extent the FERC orders any changes to the IIC. On April 11, 2006, Southern Company, Calpine Corporation, Coral Energy, and Dalton Utilities filed a settlement offer that would resolve the proceeding. The offer is pending before the FERC and does not require any refunds. However, because the offer is pending, the final outcome of this matter cannot now be determined. See MANAGEMENT’S DISCUSSION AND ANALYSIS — FUTURE EARNINGS POTENTIAL — “FERC Matters — Intercompany Interchange Contract” of Southern Company in Item 7 and Note 3 to the financial statements of Southern Company under “FERC Matters — Intercompany Interchange Contract” in Item 8 of the Form 10-K for additional information.
Retail Fuel Cost Recovery
The retail operating companies each have established fuel cost recovery rates approved by their respective state PSCs. In 2005 and the first quarter of 2006, the retail operating companies have experienced higher than expected fuel costs for coal and gas. These higher fuel costs have increased the under recovered fuel costs included in the balance sheets to approximately $1.2 billion at March 31, 2006. Operating revenues are adjusted for differences in actual recoverable fuel costs and amounts billed in current regulated rates. Accordingly, changes to the billing factors will have no significant effect on Southern Company’s revenues or net income, but will affect cash flow. The retail operating companies will continue to monitor the under recovered fuel cost balance in light of these higher fuel costs. See MANAGEMENT’S DISCUSSION AND ANALYSIS — FUTURE EARNINGS POTENTIAL — “PSC Matters — Fuel Cost Recovery” of Southern Company in Item 7 and Note 3 to the financial statements of Southern Company under “Alabama Power Retail Regulatory Matters” and “Georgia Power Retail Regulatory Matters” in Item 8 of the Form 10-K for additional information.
     On March 17, 2006, Georgia Power and Savannah Electric filed a combined request for fuel cost recovery rate changes with the Georgia PSC to be effective July 1, 2006. The requested changes will allow for the

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
recovery of fuel costs based on an estimate of future fuel costs, as well as the collection of the existing under recovered fuel expenses. The filing also includes proposed fuel rate changes related to the previously announced proposed merger of the two companies, which is expected to be completed by July 2006.
     The request would result in an increase of about $7.22 per month, or about 8.1%, on the average Georgia Power residential customer bill and a decrease of about $8.14 a month, or about 6.4%, on the average residential bill for a customer in the former Savannah Electric territory. The impact for business customers would depend upon the customer’s specific rate class and usage.
     The request would increase Georgia Power’s revenues by $556 million a year, of which approximately $106 million relates to collection of the existing under recovered fuel costs. As of the end of March 2006, Savannah Electric had an under recovered fuel balance of $81 million, and Georgia Power had an under recovered fuel balance of about $784 million, including approximately $392 million related to fuel used since June 2005. The proposed fuel rates are based on an amortization period of 35 months for Georgia Power customers and 41 months for former Savannah Electric territory customers. Hearings are scheduled for May 2006 and the Georgia PSC is expected to rule on this matter in June 2006. The outcome of this matter cannot be determined at this time.
Storm Damage Cost Recovery
In July and August 2005, Hurricanes Dennis and Katrina, respectively, hit the Gulf Coast of the United States and caused significant damage within Southern Company’s service area, including portions of Gulf Power, Alabama Power, and Mississippi Power. Hurricane Ivan hit the Gulf coast of Florida and Alabama in September 2004, causing significant damage to the service areas of both Gulf Power and Alabama Power. Each retail operating company maintains a reserve to cover the cost of damages from major storms to its transmission and distribution lines and the cost of uninsured damages to its generation facilities and other property. In addition, each of the affected retail operating companies has been authorized by its state PSC to defer the portion of the hurricane restoration costs that exceeded the balance in its storm damage reserve account. As of March 31, 2006, the deficit balance in Southern Company’s storm damage reserve accounts totaled approximately $375 million, of which approximately $70 million and $305 million, respectively, are included in the Condensed Balance Sheets herein under “Other Current Assets” and “Other Regulatory Assets.” See MANAGEMENT’S DISCUSSION AND ANALYSIS — FUTURE EARNINGS POTENTIAL — “PSC Matters — Storm Damage Cost Recovery” of Southern Company in Item 7 and Note 3 to the financial statements of Southern Company under “Storm Damage Cost Recovery” in Item 8 of the Form 10-K for additional information.
     In October 2005, the Mississippi PSC issued an Interim Accounting Order requiring Mississippi Power to recognize a regulatory asset in an amount equal to the retail portion of the recorded Hurricane Katrina restoration costs, including both operation and maintenance expenditures and capital additions. In December 2005, Mississippi Power filed with the Mississippi PSC a detailed review of all Hurricane Katrina restoration costs as required in the Interim Accounting Order. Mississippi Power is currently working with the Mississippi PSC to establish a method to recover all such prudently incurred costs, while minimizing the impact on Mississippi Power’s customers. The Department of Defense emergency supplemental appropriations bill, enacted in December 2005 to address restoration efforts related to hurricanes in the Gulf of Mexico, provides $11 billion in disaster relief for the States of Mississippi, Louisiana, and Alabama. In the State of Mississippi, $300 million in grant assistance in the form of Community Development Block Grants (CDBGs) is expected to be designated for utilities within the state. Mississippi Power plans to apply for these CDBGs to offset the cost of storm recovery. Mississippi Power is also considering securitization of remaining unrecovered costs as provided for under legislation passed in the State of Mississippi in the first quarter of 2006. The final outcome of these matters cannot now be determined.

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THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
     Also in December 2005, Mississippi Power submitted its annual PEP filing to the Mississippi PSC. Ordinarily, PEP limits annual rate increases to 4%; however, Mississippi Power requested that the Mississippi PSC approve a temporary change to allow it to exceed this cap as a result of the ongoing effects of Hurricane Katrina. Mississippi Power had requested a 5.05%, or $32 million, retail base rate increase to become effective in April 2006. Hearings were held in March 2006, and the full increase was approved by the Mississippi PSC on March 13, 2006.
Mirant Matters
Mirant was an energy company with businesses that included independent power projects and energy trading and risk management companies in the U.S. and selected other countries. It was a wholly-owned subsidiary of Southern Company until its initial public offering in October 2000. In April 2001, Southern Company completed a spin-off to its shareholders of its remaining ownership, and Mirant became an independent corporate entity. In July 2003, Mirant filed for voluntary reorganization under Chapter 11 of the Bankruptcy Code. See Note 3 to the financial statements of Southern Company under “Mirant Matters — Mirant Bankruptcy” in Item 8 of the Form 10-K for information regarding Southern Company’s contingent liabilities associated with Mirant, including guarantees of contractual commitments, litigation, and joint and several liabilities in connection with the consolidated federal income tax return.
Mirant Securities Litigation
See Note 3 to the financial statements of Southern Company under “Mirant Matters — Mirant Securities Litigation” in Item 8 of the Form 10-K for information regarding a class action lawsuit that several Mirant shareholders (plaintiffs) originally filed against Mirant and certain Mirant officers in May 2002. In November 2002, Southern Company, certain former and current senior officers of Southern Company, and 12 underwriters of Mirant’s initial public offering were added as defendants. During Mirant’s Chapter 11 proceeding, the securities litigation was stayed, with the exception of limited discovery. Since Mirant’s plan of reorganization has become effective, the stay has been lifted, and activity has resumed. On March 24, 2006, the plaintiffs filed a Motion for Reconsideration requesting that the court vacate that portion of its July 14, 2003 order dismissing the plaintiffs’ claims based upon Mirant’s alleged improper energy trading and marketing activities involving the California energy market. Southern Company and the other defendants have opposed the plaintiffs’ motion. The plaintiffs have also stated that they intend to request that the court grant leave for them to amend the complaint to add allegations based upon claims asserted against Southern Company in the Mirant bankruptcy litigation. See Note 3 to the financial statements of Southern Company under “Mirant Matters — Mirant Bankruptcy Litigation” in Item 8 of the Form 10-K for additional information. The ultimate outcome of these matters cannot be determined at this time.
Southern Company Employee Savings Plan Litigation
See Note 3 to the financial statements of Southern Company under “Mirant Matters — Southern Company Employee Savings Plan Litigation” in Item 8 of the Form 10-K for information related to the class action complaint filed under ERISA in June 2004, and amended in December 2004 and November 2005, on behalf of a purported class of participants in or beneficiaries of The Southern Company Employee Savings Plan at any time since April 2, 2001 and whose plan accounts included investments in Mirant common stock. In April 2006, the U.S. District Court for the Northern District of Georgia granted summary judgment in favor of Southern Company and all individually named defendants in the case. The plaintiff has filed an appeal of the ruling. The final outcome of this matter cannot be determined at this time.

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THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Income Tax Matters
Leveraged Lease Transactions
See MANAGEMENT’S DISCUSSION AND ANALYSIS — FUTURE EARNINGS POTENTIAL — “Income Tax Matters - Leveraged Lease Transactions” of Southern Company in Item 7 and Note 3 to the financial statements of Southern Company under “Income Tax Matters — Leveraged Lease Transactions” in Item 8 of the Form 10-K and Note (B) to the Condensed Financial Statements herein under “Income Tax Matters” for information regarding IRS challenges to Southern Company’s transactions related to international leveraged leases that could have material impacts on Southern Company’s financial statements. The FASB has recently proposed changes to the accounting for both leveraged leases and uncertain tax positions that may be effective beginning in 2007. If approved as proposed, these changes could require Southern Company to reflect the tax deductions that the IRS is challenging as currently payable on the balance sheet and to change the timing of income recognized under the leases, including a cumulative effect upon adoption of the change. For the lease settled with the IRS in February 2005, Southern Company estimates such cumulative effect would reduce Southern Company’s net income by approximately $16 million. The impact of these proposed changes related to the remaining three lease transactions would be dependent on the outcome of pending litigation, but could be significant, and potentially material, to Southern Company’s net income. The ultimate outcome of these matters cannot now be determined.
Synthetic Fuel Tax Credits
As discussed in MANAGEMENT’S DISCUSSION AND ANALYSIS — FUTURE EARNINGS POTENTIAL — “Income Tax Matters — Synthetic Fuel Tax Credits” of Southern Company in Item 7 of the Form 10-K, Southern Company has investments in two entities that produce synthetic fuel and receive tax credits under Section 45K (formerly Section 29) of the IRC. In accordance with Section 45K of the IRC, these tax credits are subject to limitation as the annual average price of oil (as determined by the DOE) increases over a specified, inflation-adjusted dollar amount published in the spring of the subsequent year. Southern Company, along with its partners in these investments, will continue to monitor oil prices. Any indicated potential limitation on these credits could affect either the timing or the amount of the credit recognition and could also require an impairment analysis of these investments by Southern Company. Reserves against these tax credits of $17 million have been recorded in the first quarter 2006 due to projected phase-outs of the credits in 2006 as a result of current and projected future oil prices. See Note (J) to the Condensed Financial Statements herein for additional information regarding the impact of these reserves on the effective tax rate.
Other Matters
On March 16, 2006, a subsidiary of the Southern Company entered into a development agreement with Duke Energy Corporation (Duke) to evaluate the potential construction of a new two-unit nuclear plant at a jointly owned site in Cherokee County, South Carolina. If constructed, Southern Company would own an interest in Unit 1, representing approximately five hundred megawatts. Duke will be the developer and licensed operator of any plant built at the site.
     Southern Company is subject to certain claims and legal actions arising in the ordinary course of business. In addition, Southern Company’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 such as opacity and other air quality standards, 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. The ultimate outcome of such pending or potential litigation against Southern Company and its subsidiaries cannot be predicted at this time; however, for current proceedings not specifically reported herein or in Note 3 to the

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THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
financial statements of Southern Company in Item 8 of the Form 10-K, management does not anticipate that the liabilities, if any, arising from such current proceedings would have a material adverse effect on Southern Company’s financial statements.
     See the Notes to the Condensed Financial Statements herein for discussion of various other contingencies, regulatory matters, and other matters being litigated which may affect future earnings potential.
ACCOUNTING POLICIES
Application of Critical Accounting Policies and Estimates
Southern Company prepares its consolidated financial statements in accordance with accounting principles generally accepted in the United States. Significant accounting policies are described in Note 1 to the financial statements of Southern Company in Item 8 of the Form 10-K. In the application of these policies, certain estimates are made that may have a material impact on Southern Company’s results of operations and related disclosures. Different assumptions and measurements could produce estimates that are significantly different from those recorded in the financial statements. Also see MANAGEMENT’S DISCUSSION AND ANALYSIS — ACCOUNTING POLICIES - “Application of Critical Accounting Policies and Estimates” of Southern Company in Item 7 of the Form 10-K for a complete discussion of Southern Company’s critical accounting policies and estimates related to Electric Utility Regulation, Contingent Obligations, and Unbilled Revenues.
New Accounting Standards
On January 1, 2006, Southern Company adopted FASB Statement No. 123(R), “Share-Based Payment,” using the modified prospective method. This statement requires that compensation cost relating to share-based payment transactions be recognized in the financial statements. That cost will be measured based on the grant date fair value of the equity or liability instruments issued. Although the compensation expense required under the revised statement differs slightly, the impacts on Southern Company’s financial statements are similar to the pro forma disclosures previously included in Note 1 to the financial statements of Southern Company under “Stock Options” in Item 8 of the Form 10-K and in Note (C) to the Condensed Financial Statements herein. Total pre-tax compensation cost related to non-vested awards not yet recognized is expected to be approximately $18 million over the remaining three-year service period.

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THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
FINANCIAL CONDITION AND LIQUIDITY
Overview
Net cash flow from operating activities totaled $58 million for the first three months of 2006, compared to $171 million for the corresponding period in 2005. The $113 million decrease is primarily due to discontinued operations associated with the sale of Southern Company Gas assets, and increases in fuel and storm damage costs. For additional information regarding the sale of Southern Company Gas assets, see Note (B) to the Condensed Financial Statements herein under “SOUTHERN COMPANY GAS SALE.” Gross property additions to utility plant were $565 million in the first three months of 2006. The majority of funds needed for gross property additions since 2000 has been provided from operating activities.
     Significant balance sheet changes include a $383 million increase in long-term debt for the first three months of 2006 primarily for general corporate purposes. Property, plant, and equipment increased $162 million during the first quarter of 2006.
     The market price of Southern Company’s common stock at March 31, 2006 was $32.77 per share and the book value was $14.45 per share, representing a market-to-book ratio of 227%, compared to $34.53, $14.42, and 240%, respectively, at the end of 2005. The dividend for the first quarter 2006 was $0.3725 per share compared to $0.3575 per share in the first quarter 2005. In April 2006, the dividend was increased to $0.3875 per share for the dividend payable in June 2006.
     Southern Company, the retail operating companies, Southern Power, and SCS have each maintained investment grade ratings from the major rating agencies.
Capital Requirements and Contractual Obligations
See MANAGEMENT’S DISCUSSION AND ANALYSIS — FINANCIAL CONDITION AND LIQUIDITY —“Capital Requirements and Contractual Obligations” of Southern Company in Item 7 of the Form 10-K for a description of Southern Company’s capital requirements for its construction program and other funding requirements associated with scheduled maturities of long-term debt, as well as the related interest, preferred and preference stock dividends, leases, trust funding requirements, and other purchase commitments. Approximately $894 million will be required by March 31, 2007 for redemptions and maturities of long-term debt.
Sources of Capital
Southern Company intends to meet its future capital needs through internal cash flow and external security issuances. Equity capital can be provided from any combination of Southern Company’s stock plans, private placements, or public offerings. The amounts and timing of additional equity capital to be raised will be contingent on Southern Company’s investment opportunities. The retail operating companies and Southern Power plan to obtain the funds required for construction and other purposes from sources similar to those used in the past, which were primarily from operating cash flows, security issuances, and term loan and short-term borrowings. Gulf Power and Mississippi Power are considering other financing options for storm recovery costs. However, the amount, type, and timing of any financings, if needed, will depend upon prevailing market conditions, regulatory approval, and other factors. See MANAGEMENT’S DISCUSSION AND ANALYSIS — FINANCIAL CONDITION AND LIQUIDITY — “Sources of Capital” of Southern Company in Item 7 of the Form 10-K for additional information.
     Southern Company’s current liabilities frequently exceed current assets because of the continued use of short-term debt as a funding source to meet cash needs as well as scheduled maturities of long-term debt. To meet short-term cash needs and contingencies, the Southern Company system had at March 31, 2006 approximately $301 million of cash and cash equivalents and approximately $3.3 billion of unused credit arrangements with banks, of which $810 million expire in 2006 and $2.5 billion expire in 2007 and beyond. Of

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THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
the facilities maturing in 2006, $311 million contain provisions allowing one-year term loans executable at the expiration date and $228 million 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. Southern Company expects to renew its credit facilities, as needed, prior to expiration. See Note 6 to the financial statements of Southern Company under “Bank Credit Arrangements” in Item 8 of the Form 10-K for additional information. The retail operating companies may also meet short-term cash needs through a Southern Company subsidiary organized to issue and sell commercial paper and extendible commercial notes at the request and for the benefit of each of the retail operating companies. At March 31, 2006, the Southern Company system had outstanding commercial paper of $1.4 billion, $225 million in bank notes, and extendible commercial notes of $44 million. Management believes that the need for working capital can be adequately met by utilizing commercial paper programs and lines of credit without maintaining large cash balances.
Off-Balance Sheet Financing Arrangements
See MANAGEMENT’S DISCUSSION AND ANALYSIS — FINANCIAL CONDITION AND LIQUIDITY — “Off-Balance Sheet Financing Arrangements” of Southern Company in Item 7 and Note 7 to the financial statements of Southern Company under “Operating Leases” in Item 8 of the Form 10-K for information related to Mississippi Power’s lease of a combined cycle generating facility at Plant Daniel.
Credit Rating Risk
Southern Company does not have any credit arrangements 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 BBB and Baa2, or BBB- or Baa3 or below. These contracts are primarily for physical electricity purchases and sales. At March 31, 2006, the maximum potential collateral requirements at a BBB and Baa2 rating were approximately $9 million and at a BBB- or Baa3 rating were approximately $229 million. The maximum potential collateral requirements at a rating below BBB- or Baa3 were approximately $586 million. Generally, collateral may be provided by a Southern Company guaranty, letter of credit, or cash. Southern Company’s operating subsidiaries are also party to certain derivative agreements that could require collateral and/or accelerated payment in the event of a credit rating change to below investment grade for Alabama Power and/or Georgia Power. These agreements are primarily for natural gas price risk management activities. At March 31, 2006, Southern Company’s total exposure to these types of agreements was approximately $11 million.
Market Price Risk
Southern Company’s market risk exposures relative to interest rate changes have not changed materially compared with the December 31, 2005 reporting period. In addition, Southern Company 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 retail operating companies have limited exposure to market volatility in interest rates, commodity fuel prices, and prices of electricity. In addition, Southern Power’s exposure to market volatility in commodity fuel prices and prices of electricity is limited because its long-term sales contracts shift substantially all fuel cost responsibility to the purchaser. To mitigate residual risks relative to movements in electricity prices, the retail 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, into similar contracts for natural gas purchases. The retail operating companies have implemented fuel-hedging programs at the instruction of their respective state PSCs.

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THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
     The fair value of derivative energy contracts at March 31, 2006 was as follows:
         
    First Quarter  
    2006  
    Changes  
    Fair Value  
    (in millions)  
 
Contracts beginning of period
  $ 100.5  
Contracts realized or settled
    (16.0 )
New contracts at inception
     
Changes in valuation techniques
     
Current period changes (a)
    (119.5 )
 
Contracts at March 31, 2006
  $ (35.0 )
 
 
(a)   Current period changes also include the changes in fair value of new contracts entered into during the period.
                         
    Source of March 31, 2006  
    Valuation Prices  
    Total     Maturity  
    Fair Value     Year 1     1-3 Years  
    (in millions)  
 
Actively quoted
  $ (35.1 )   $ (59.2 )   $ 24.1  
External sources
    0.1       0.1        
Models and other methods
                 
 
Contracts at March 31, 2006
  $ (35.0 )   $ (59.1 )   $ 24.1  
 
     Unrealized gains and losses from mark-to-market adjustments on derivative contracts related to the retail operating companies’ 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 retail operating companies’ fuel cost recovery clauses. In addition, unrealized gains and losses on energy-related derivatives used by Southern Power to hedge anticipated purchases and sales are deferred in other comprehensive income. Gains and losses on derivative contracts that are not designated as hedges are recognized in the income statement as incurred. At March 31, 2006, the fair value gain/(loss) of derivative energy contracts was reflected in the financial statements as follows:
         
    Amounts  
    (in millions)  
 
Regulatory assets, net
  $ (35.3 )
Accumulated other comprehensive loss
    (0.1 )
Net income
    0.4  
 
Total fair value loss
  $ (35.0 )
 
     Unrealized pre-tax gains and losses recognized in income were not material for any period presented.
     For additional information, see MANAGEMENT’S DISCUSSION AND ANALYSIS — FINANCIAL CONDITION AND LIQUIDITY — “Market Price Risk” of Southern Company in Item 7 and Notes 1 and 6 to the financial statements of Southern Company under “Financial Instruments” in Item 8 of the Form 10-K and Note (F) to the Condensed Financial Statements herein.
Financing Activities
In the first three months of 2006, Southern Company and its subsidiaries issued $800 million of senior notes, settled $600 million notional amount of related interest rate hedges at a gain of $18 million, and issued $14 million of common stock, including treasury stock, through employee and director stock plans. The proceeds

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THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
were primarily used to refund senior notes and to fund ongoing construction projects. The remainder was used to repay short-term indebtedness. The hedge gain will be deferred in other comprehensive income and amortized to income over a 10-year period. See Southern Company’s Condensed Consolidated Statements of Cash Flows herein for further details on financing activities during the first three months of 2006.
     In January 2006, Southern Company’s program to repurchase shares of stock to offset issuances under the Southern Company’s stock compensation plans was discontinued.
     In addition to any financings that may be necessary to meet capital requirements and contractual obligations, Southern Company and its subsidiaries plan to continue, when economically feasible, a program to retire higher-cost securities and replace these obligations with lower-cost capital if market conditions permit.

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PART I
Item 3. Quantitative And Qualitative Disclosures About Market Risk.
See MANAGEMENT’S DISCUSSION AND ANALYSIS — FINANCIAL CONDITION AND LIQUIDITY — “Market Price Risk” herein for each registrant and Notes 1 and 6 to the financial statements of each registrant under “Financial Instruments” in Item 8 of the Form 10-K. Also, see Note (F) to the Condensed Financial Statements herein for information relating to derivative instruments.
Item 4. Controls and Procedures.
     (a) Evaluation of disclosure controls and procedures.
     As of the end of the period covered by this quarterly report, Southern Company, the retail 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-15(e) and 15d-15(e) of the Securities Exchange Act of 1934). Based upon these 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 their company (including its consolidated subsidiaries, if any) required to be included in periodic filings with the SEC.
     (b) Changes in internal controls.
Southern Company, Alabama Power, Georgia Power, Gulf Power, Mississippi Power, and Southern Power
     There have been no changes in Southern Company’s, Alabama Power’s, Georgia Power’s, Gulf Power’s, Mississippi Power’s, or Southern Power’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934) during the first quarter of 2006 that have materially affected or are reasonably likely to materially affect Southern Company’s, Alabama Power’s, Georgia Power’s, Gulf Power’s, Mississippi Power’s, or Southern Power’s internal control over financial reporting.
Savannah Electric
     During the first quarter 2006, Savannah Electric transferred responsibility for certain internal control procedures related to accounting for revenue and accounts payable transactions to Georgia Power and accounting for tax transactions to SCS. Savannah Electric continues to review such accounting transactions and maintains overall financial reporting responsibility; however, the transfer of these control procedures constitutes a change in Savannah Electric’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934) that has materially affected or is reasonably likely to materially affect Savannah Electric’s internal control over financial reporting.

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ALABAMA POWER COMPANY

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ALABAMA POWER COMPANY
CONDENSED STATEMENTS OF INCOME (UNAUDITED)
                 
    For the Three Months  
    Ended March 31,  
    2006     2005  
    (in thousands)  
Operating Revenues:
               
Retail revenues
  $ 802,209     $ 709,086  
Sales for resale —
               
Non-affiliates
    146,354       114,414  
Affiliates
    79,315       107,286  
Other revenues
    44,829       38,950  
 
           
Total operating revenues
    1,072,707       969,736  
 
           
Operating Expenses:
               
Fuel
    341,767       299,820  
Purchased power —
               
Non-affiliates
    22,086       23,866  
Affiliates
    56,665       48,298  
Other operations
    169,013       146,290  
Maintenance
    109,500       123,554  
Depreciation and amortization
    109,862       108,491  
Taxes other than income taxes
    65,657       62,549  
 
           
Total operating expenses
    874,550       812,868  
 
           
Operating Income
    198,157       156,868  
Other Income and (Expense):
               
Allowance for equity funds used during construction
    5,529       5,654  
Interest income
    4,174       3,568  
Interest expense, net of amounts capitalized
    (53,219 )     (46,307 )
Interest expense to affiliate trusts
    (4,059 )     (4,059 )
Other income (expense), net
    (9,005 )     (2,805 )
 
           
Total other income and (expense)
    (56,580 )     (43,949 )
 
           
Earnings Before Income Taxes
    141,577       112,919  
Income taxes
    53,363       13,445  
 
           
Net Income
    88,214       99,474  
Dividends on Preferred Stock
    6,072       6,072  
 
           
Net Income After Dividends on Preferred Stock
  $ 82,142     $ 93,402  
 
           
CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)
                 
    For the Three Months  
    Ended March 31,  
    2006     2005  
    (in thousands)  
Net Income After Dividends on Preferred Stock
  $ 82,142     $ 93,402  
Other comprehensive income (loss):
               
Changes in fair value of qualifying hedges, net of tax of $1,473 and $(713), respectively
    2,423       (1,172 )
Reclassification adjustment for amounts included in net income, net of tax of $(1,006) and $66, respectively
    (1,654 )     108  
 
           
COMPREHENSIVE INCOME
  $ 82,911     $ 92,338  
 
           
     The accompanying notes as they relate to Alabama Power are an integral part of these condensed financial statements.

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ALABAMA POWER COMPANY
CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)
                 
    For the Three Months  
    Ended March 31,  
    2006     2005  
    (in thousands)  
Operating Activities:
               
Net income
  $ 88,214     $ 99,474  
Adjustments to reconcile net income to net cash provided from operating activities —
               
Depreciation and amortization
    129,238       127,300  
Deferred income taxes and investment tax credits, net
    (43,904 )     64  
Deferred revenues
    (559 )     (3,555 )
Allowance for equity funds used during construction
    (5,529 )     (5,654 )
Pension, postretirement, and other employee benefits
    (292 )     (3,431 )
Stock option expense
    3,583        
Tax benefit of stock options
    111       5,302  
Hedge settlements
    18,006       (19,942 )
Storm damage accounting order
          45,000  
Other, net
    1,271       42  
Changes in certain current assets and liabilities —
               
Receivables
    111,212       44,163  
Fossil fuel stock
    (32,192 )     (26,299 )
Materials and supplies
    7,161       (9,039 )
Other current assets
    (21,978 )     (11,661 )
Accounts payable
    (152,217 )     (102,808 )
Accrued taxes
    103,107       (27,128 )
Accrued compensation
    (66,139 )     (45,701 )
Other current liabilities
    25,325       36,423  
 
           
Net cash provided from operating activities
    164,418       102,550  
 
           
Investing Activities:
               
Property additions
    (228,402 )     (192,128 )
Nuclear decommissioning trust fund purchases
    (72,384 )     (62,487 )
Nuclear decommissioning trust fund sales
    72,384       62,487  
Cost of removal net of salvage
    (11,839 )     (8,824 )
Other
    (5,292 )     (2,203 )
 
           
Net cash used for investing activities
    (245,533 )     (203,155 )
 
           
Financing Activities:
               
Decrease in notes payable, net
    (315,278 )      
Proceeds —
               
Senior notes
    800,000       250,000  
Gross excess tax benefit of stock options
    217        
Redemptions —
               
Senior notes
    (170,000 )      
Payment of preferred stock dividends
    (6,070 )     (4,742 )
Payment of common stock dividends
    (110,150 )     (102,475 )
Other
    (16,505 )     (2,345 )
 
           
Net cash provided from financing activities
    182,214       140,438  
 
           
Net Change in Cash and Cash Equivalents
    101,099       39,833  
Cash and Cash Equivalents at Beginning of Period
    22,472       79,711  
 
           
Cash and Cash Equivalents at End of Period
  $ 123,571     $ 119,544  
 
           
Supplemental Cash Flow Information:
               
Cash paid during the period for —
               
Interest (net of $2,423 and $2,078 capitalized for 2006 and 2005, respectively)
  $ 35,993     $ 26,375  
Income taxes (net of refunds)
  $ (10,989 )   $ 23,154  
     The accompanying notes as they relate to Alabama Power are an integral part of these condensed financial statements.

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ALABAMA POWER COMPANY
CONDENSED BALANCE SHEETS (UNAUDITED)
                 
    At March 31,     At December 31,  
Assets   2006     2005  
       
    (in thousands)  
Current Assets:
               
Cash and cash equivalents
  $ 123,571     $ 22,472  
Receivables —
               
Customer accounts receivable
    273,322       275,702  
Unbilled revenues
    82,730       95,039  
Under recovered regulatory clause revenues
    115,486       132,139  
Other accounts and notes receivable
    43,230       50,008  
Affiliated companies
    59,130       77,304  
Accumulated provision for uncollectible accounts
    (8,157 )     (7,560 )
Fossil fuel stock, at average cost
    147,271       102,420  
Vacation pay
    44,985       44,893  
Materials and supplies, at average cost
    224,597       244,417  
Prepaid expenses
    86,184       58,845  
Other regulatory assets
    72,858       43,621  
Other
    22,459       54,885  
 
           
Total current assets
    1,287,666       1,194,185  
 
           
Property, Plant, and Equipment:
               
In service
    15,451,825       15,300,346  
Less accumulated provision for depreciation
    5,416,578       5,313,731  
 
           
 
    10,035,247       9,986,615  
Nuclear fuel, at amortized cost
    126,078       127,199  
Construction work in progress
    523,939       469,018  
 
           
Total property, plant, and equipment
    10,685,264       10,582,832  
 
           
Other Property and Investments:
               
Equity investments in unconsolidated subsidiaries
    47,111       46,913  
Nuclear decommissioning trusts, at fair value
    478,961       466,963  
Other
    40,482       41,457  
 
           
Total other property and investments
    566,554       555,333  
 
           
Deferred Charges and Other Assets:
               
Deferred charges related to income taxes
    384,994       388,634  
Prepaid pension costs
    521,211       515,281  
Deferred under recovered regulatory clause revenues
    131,426       186,864  
Other regulatory assets
    112,124       122,378  
Other
    149,062       144,400  
 
           
Total deferred charges and other assets
    1,298,817       1,357,557  
 
           
Total Assets
  $ 13,838,301     $ 13,689,907  
 
           
     The accompanying notes as they relate to Alabama Power are an integral part of these condensed financial statements.

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ALABAMA POWER COMPANY
CONDENSED BALANCE SHEETS (UNAUDITED)
                 
    At March 31,     At December 31,  
Liabilities and Stockholder's Equity   2006     2005  
       
    (in thousands)  
Current Liabilities:
               
Securities due within one year
  $ 376,645     $ 546,645  
Notes payable
          315,278  
Accounts payable —
               
Affiliated
    115,344       190,744  
Other
    187,122       266,174  
Customer deposits
    58,877       56,709  
Accrued taxes —
               
Income taxes
    120,713       63,844  
Other
    50,462       31,692  
Accrued interest
    61,753       46,018  
Accrued vacation pay
    37,646       37,646  
Accrued compensation
    26,645       92,784  
Other
    87,709       72,991  
 
           
Total current liabilities
    1,122,916       1,720,525  
 
           
Long-term Debt
    4,356,731       3,560,186  
 
           
Long-term Debt Payable to Affiliated Trusts
    309,279       309,279  
 
           
Deferred Credits and Other Liabilities:
               
Accumulated deferred income taxes
    2,052,072       2,070,746  
Deferred credits related to income taxes
    100,744       101,678  
Accumulated deferred investment tax credits
    194,584       196,585  
Employee benefit obligations
    216,383       208,663  
Asset retirement obligations
    453,459       446,268  
Other cost of removal obligations
    580,758       600,104  
Other regulatory liabilities
    193,669       194,135  
Other
    23,260       23,966  
 
           
Total deferred credits and other liabilities
    3,814,929       3,842,145  
 
           
Total Liabilities
    9,603,855       9,432,135  
 
           
Preferred Stock
    465,046       465,046  
 
           
Common Stockholder’s Equity:
               
Common stock, par value $40 per share —
               
Authorized - 15,000,000 shares
               
Outstanding - 9,250,000 shares
    370,000       370,000  
Paid-in capital
    1,998,967       1,995,056  
Retained earnings
    1,411,138       1,439,144  
Accumulated other comprehensive loss
    (10,705 )     (11,474 )
 
           
Total common stockholder’s equity
    3,769,400       3,792,726  
 
           
Total Liabilities and Stockholder’s Equity
  $ 13,838,301     $ 13,689,907  
 
           
     The accompanying notes as they relate to Alabama Power are an integral part of these condensed financial statements.

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ALABAMA POWER COMPANY
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
FIRST QUARTER 2006 vs. FIRST QUARTER 2005
OVERVIEW
Alabama Power operates as a vertically integrated utility providing electricity to retail customers within its traditional service area located within the State of Alabama and to wholesale customers in the Southeast. Many factors affect the opportunities, challenges, and risks of Alabama Power’s business of selling electricity. These factors include the ability to maintain a stable regulatory environment, to achieve energy sales growth while containing costs, and to recover rising costs related to growing demand and increasingly stringent environmental standards.
     Alabama Power continues to focus on several key performance indicators. These indicators include customer satisfaction, plant availability, system reliability, and net income. For additional information on these indicators, see MANAGEMENT’S DISCUSSION AND ANALYSIS — OVERVIEW — “Key Performance Indicators” of Alabama Power in Item 7 of the Form 10-K.
RESULTS OF OPERATIONS
Earnings
Alabama Power’s net income after dividends on preferred stock for the first quarter 2006 was $82.1 million compared to $93.4 million for the corresponding period of 2005. Earnings in the first quarter 2006 decreased by $11.3 million, or 12.1%. Excluding the offsetting natural disaster reserve impacts recorded in the first quarter 2005 (see MANAGEMENT’S DISCUSSION AND ANALYSIS — FUTURE EARNINGS POTENTIAL — “PSC Matters — Natural Disaster Cost Recovery” of Alabama Power in Item 7 and Note 3 to the financial statements of Alabama Power under “Retail Regulatory Matters — Natural Disaster Cost Recovery” in Item 8 of the Form 10-K), the decrease in earnings was primarily due to increases in other operations expense, scheduled plant maintenance, interest expense, and the proposed consent decree agreement with the EPA (as described in “Other income (expense), net” below), partially offset by a 1.2% increase in retail rates that took effect January 1, 2006 under Alabama Power’s new environmental rate order approved by the Alabama PSC. See Note 3 to the financial statements of Alabama Power under “Retail Regulatory Matters” in Item 8 of the Form 10-K for additional information on Alabama Power’s rates.
     Significant income statement items appropriate for discussion include the following:
                 
    Increase (Decrease)  
    First Quarter  
    (in thousands)     %  
Retail revenues
  $ 93,123       13.1  
Sales for resale-non-affiliates
    31,940       27.9  
Sales for resale-affiliates
    (27,971 )     (26.1 )
Other revenues
    5,879       15.1  
Fuel expense
    41,947       14.0  
Purchased power-non-affiliates
    (1,780 )     (7.5 )
Purchased power-affiliates
    8,367       17.3  
Other operations expense
    22,723       15.5  
Maintenance expense
    (14,054 )     (11.4 )
Interest expense, net of amounts capitalized
    6,912       14.9  
Other income (expense), net
    6,200       221.0  
Income taxes
    39,918       296.9  

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
     Retail revenues. The chart below reflects the primary drivers of the 13.1% increase in retail revenues in the first quarter 2006 compared to the same period in the prior year. Energy cost recovery revenues and other cost recovery revenues, which include the recovery of costs associated with PPAs certificated by the Alabama PSC (Rate CNP) and revenues associated with the replenishment of Alabama Power’s natural disaster reserve, generally do not affect net income. Excluding these revenues, retail revenues increased by $31.2 million, or 6.1%, for the first quarter 2006 when compared to the corresponding period in 2005. This increase was primarily due to 1.1% increase in KWH energy sales for the first quarter of 2006, as well as the retail rate increase implemented in January 2006 to recover environmental costs. See MANAGEMENT’S DISCUSSION AND ANALYSIS — FUTURE EARNINGS POTENTIAL — “PSC Matters — Retail Rate Adjustments” of Alabama Power in Item 7 and Note 3 to the financial statements of Alabama Power under “Retail Regulatory Matters —Rate CNP” in Item 8 of the Form 10-K. KWH energy sales to residential and commercial customers increased 1.5% and 2.0%, respectively, for the first quarter 2006 when compared to the corresponding period in 2005, primarily due to increased sales growth. KWH energy sales to industrial customers increased 0.4% for the first quarter 2006 when compared to the first quarter of 2005 due to increased sales demand in the pulp and paper, automotive, and primary metals sectors.
     Details of retail revenues are as follows:
                 
   
    First Quarter          
    2006          
 
 
  (in millions)   % change
Retail — prior year
  $ 709          
Change in —
               
Base rates
    9       1.3  
Sales growth
    23       3.3  
Weather
    (1 )     (0.1 )
Energy cost recovery
    51       7.1  
Other cost recovery
    11       1.5  
 
Retail — current year
  $ 802       13.1 %
 
     Sales for resale — non-affiliates. Energy sales to non-affiliates will vary depending on the market cost of available energy compared to the cost of Alabama Power and Southern Company system owned generation, demand for energy within the Southern Company service territory, and availability of Southern Company system generation. In the first quarter 2006, revenues from sales for resale to non-affiliates increased $31.9 million when compared to the same period in 2005 primarily due to a 35.8% increase in price partially offset by 5.8% decrease in KWH sales to non-affiliates in the first quarter 2006. The 2006 price increases are generally the result of increased costs for both coal and natural gas. These transactions did not have a significant impact on earnings since energy is usually sold at variable cost.
     Sales for resale — affiliates. Energy sales to affiliated companies within the Southern Company system vary from period to period depending on demand and the availability and cost of generating resources at each company. These sales are made in accordance with the IIC, as approved by the FERC. In the first quarter 2006, revenues from sales for resale to affiliates decreased $28.0 million when compared to the same period in 2005 primarily due to a 28.5% decrease in KWH sales to affiliates as a result of a decrease in the availability of Alabama Power’s generating resources for such sales due to increased sales growth in Alabama Power’s service territory during the first quarter of 2006 and scheduled maintenance at Alabama Power’s generating facilities. These transactions did not have a significant impact on earnings since energy is generally sold at marginal cost.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
     Other revenues. The $5.9 million increase in other revenues for the first quarter 2006 when compared to the corresponding period in 2005 is primarily attributed to a $4.3 million increase in revenues from cogeneration steam facilities due to increased fuel revenue resulting from higher natural gas prices (since cogeneration steam fuel revenues are generally offset by fuel expense, these revenues do not have a significant impact on earnings) and a $1.4 million increase in rent from electric property.
     Fuel expense, purchased power — non-affiliates, and purchased power — affiliates. Total fuel and purchased power expense increased $48.5 million in the first quarter 2006 when compared to the corresponding period in 2005 primarily due to a $75.6 million increase in the cost of fuel offset by a $27.1 million decrease related to fewer KWHs generated and purchased. Details of the individual components follow.
Fuel expense increased $41.9 million in the first quarter 2006 when compared to the corresponding period in 2005 primarily due to a 16.3% increase in the average cost of coal offset by a 6.6% decrease in generation from coal-fired generation facilities and a 28.8% increase in natural gas prices offset by a 1.1% decrease in generation from gas-fired facilities. Since energy expenses are generally offset by energy revenues, these expenses do not have a significant impact on earnings.
Purchased power from non-affiliates will vary depending on market cost of available energy being lower than Southern Company system generated energy, demand for energy within the service territory, and availability of Southern Company system generation. In the first quarter 2006, purchased power from non-affiliates decreased $1.8 million when compared to the same period in 2005 primarily due to a 4.1% decrease in the number of kilowatt-hours of energy purchased. These transactions did not have a significant impact on earnings since energy purchases are generally offset by energy revenues through Alabama Power’s energy cost recovery clause.
Purchased power from affiliates will vary depending on demand and the availability and cost of generating resources at each company within the Southern Company system. These purchases are made in accordance with the IIC, as approved by the FERC. Purchased power from affiliates increased $8.4 million in the first quarter 2006 compared to the same period in 2005 due to a 17.3% increase in price primarily due to an increase in fuel costs offset by a 5.4% decrease in the amount of energy purchased. These transactions did not have a significant impact on earnings since energy purchases are generally offset by energy revenues through Alabama Power’s energy cost recovery clause.
     Other operations expense. Other operations expense increased $22.7 million in the first quarter 2006 when compared to the same period in 2005 primarily due to an $11.7 million increase in administrative and general expenses related to a $4.4 million increase in employee benefits and a $2.9 million increase in outside service expenses. In addition, other operations expense increased due to a $2.1 million increase in steam power expense related primarily to outage costs at various coal-fired facilities and other miscellaneous steam expense, a $1.6 million increase in transmission expense associated with external electric purchases, a $1.3 million increase in customer accounts expense mainly associated with information technology cost, and a $1.1 million increase in distribution expense.
     Maintenance expense. Maintenance expense decreased $14.1 million in the first quarter 2006 when compared to the same period in 2005 primarily due the recording of $45 million additional transmission and distribution expense in 2005. These costs were a result of the Alabama PSC accounting order to offset the costs of the damage from Hurricane Ivan in September 2004 and to restore a balance in the natural disaster reserve. See MANAGEMENT’S DISCUSSION AND ANALYSIS — FUTURE EARNINGS POTENTIAL — “PSC Matters — Natural Disaster Cost Recovery” of Alabama Power in Item 7 and Note 3 to the financial statements of Alabama Power under “Natural Disaster Cost Recovery” in Item 8 of Form 10-K. Excluding the natural

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ALABAMA POWER COMPANY
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
disaster reserve impacts of such accounting order, maintenance expense increased $30.9 million in the first quarter 2006 when compared to the same period in 2005. This increase was due to a $14.3 million increase in steam expense associated with outage maintenance cost at various coal-fired facilities, a $9.4 million increase in distribution expense primarily associated with the 2006 natural disaster reserve accrual and amortization of deferred storm expense and a $4.4 million increase in transmission expense primarily associated with the 2006 natural disaster reserve accrual, amortization of deferred storms expense, and maintenance of station equipment.
     Interest expense, net of amounts capitalized. The increase in interest expense, net of amounts capitalized during the first quarter 2006 when compared to the same period in 2005 primarily is the result of the issuance of additional senior notes in the first three months of 2006. For additional information, see FINANCIAL CONDITION AND LIQUIDITY — “Financing Activities” herein and in Item 7 of Alabama Power of the Form 10-K.
     Other income (expense), net. Other income, net decreased $6.2 million in the first quarter 2006 when compared to the first quarter 2005 due to a $5.0 million proposed settlement in April 2006 with the EPA in the NSR litigation. See FUTURE EARNINGS POTENTIAL — “Environmental Matters — New Source Review Litigation” and Note (B) to the Condensed Financial Statements herein for additional information.
     Income taxes. Income tax expense increased $39.9 million in the first quarter 2006 when compared to the first quarter 2005. In accordance with the Alabama PSC accounting order described above, Alabama Power returned $27.7 million of regulatory liabilities related to deferred income taxes to its retail customers in 2005. The remainder of the increase in income tax expense in the first quarter 2006 compared to the same period in 2005 primarily reflects the $17.3 million tax effect of the additional maintenance expenses recorded under the accounting order in 2005. See MANAGEMENT’S DISCUSSION AND ANALYSIS — FUTURE EARNINGS POTENTIAL — “PSC Matters — Natural Disaster Cost Recovery” of Alabama Power in Item 7 and Note 3 to the financial statements of Alabama Power under “Retail Regulatory Matters — Natural Disaster Cost Recovery” in Item 8 of Form 10-K and Note (J) to the Condensed Financial Statements herein for additional information.
FUTURE EARNINGS POTENTIAL
The results of operations discussed above are not necessarily indicative of Alabama Power’s future earnings potential. The level of Alabama Power’s future earnings depends on numerous factors that affect the opportunities, challenges, and risks of Alabama Power’s business of selling electricity. These factors include Alabama Power’s ability to maintain a stable regulatory environment that continues to allow for the recovery of all prudently incurred costs. Future earnings in the near term will depend, in part, upon growth in energy sales, which is subject to a number of factors. These factors include weather, competition, new energy contracts with neighboring utilities, energy conservation practiced by customers, the price of electricity, the price elasticity of demand, and the rate of economic growth in Alabama Power’s service area. For additional information relating to these issues, see RISK FACTORS in Item 1A and MANAGEMENT’S DISCUSSION AND ANALYSIS — FUTURE EARNINGS POTENTIAL of Alabama Power in Item 7 of the Form 10-K.
Environmental Matters
Compliance costs related to the Clean Air Act and other environmental regulations could affect earnings if such costs cannot be fully recovered in rates on a timely basis. For additional information, including information on certain environmental litigation, see MANAGEMENT’S DISCUSSION AND ANALYSIS — FUTURE EARNINGS POTENTIAL — “Environmental Matters” of Alabama Power in Item 7 and Note 3 to the financial statements of Alabama Power under “Environmental Matters” in Item 8 of the Form 10-K.

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ALABAMA POWER COMPANY
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
New Source Review Litigation
See MANAGEMENT’S DISCUSSION AND ANALYSIS — FUTURE EARNINGS POTENTIAL — “Environmental Matters — New Source Review Actions” of Alabama Power in Item 7 and Note 3 to the financial statements of Alabama Power under “Environmental Matters — New Source Review Actions” in Item 8 of the Form 10-K for additional information regarding a civil action brought by the EPA alleging that Alabama Power had violated the NSR provisions of the Clean Air Act and related state laws with respect to certain of its coal-fired generating facilities. On April 24, 2006, as a result of court-ordered mediation, the EPA filed, with the U.S. District Court for the Northern District of Alabama, statements designed to result in a judgment being entered in favor of Alabama Power on the claims related to Plants Barry, Gaston, Gorgas, and Greene County. In turn, Alabama Power agreed to the filing with the district court of a proposed consent decree that, upon such court’s approval, would require Alabama Power to pay $100,000 to resolve the EPA’s claim for a civil penalty related to alleged violations at Plant Miller. The proposed consent decree also formalizes specific emissions reductions to be accomplished by Alabama Power. These reductions are consistent with other Clean Air Act programs that require emissions reductions. Alabama Power further agreed to donate $4.9 million of sulfur dioxide emission allowances to a nonprofit charitable organization. As a result, Alabama Power recognized $5 million in other income (expense), net related to the proposed consent decree. The final resolution of these claims is dependent on further court action and subject to possible appeals, and therefore, cannot be determined at this time.
New Source Review Reform Rules
On October 20, 2005, the EPA published a proposed rule clarifying the test for determining when an emissions increase is subject to the NSR requirements. On March 17, 2006, the U.S. Court of Appeals for the District of Columbia Circuit vacated the EPA’s proposed rule which sought to clarify the scope of the existing Routine Maintenance, Repair, and Replacement Exclusion. Because this rule was not yet in effect, the court’s ruling is not anticipated to have any impact on Alabama Power. See MANAGEMENT’S DISCUSSION AND ANALYSIS — FUTURE EARNINGS POTENTIAL — “Environmental Matters — New Source Review Actions” of Alabama Power in Item 7 and Note 3 to the financial statements of Alabama Power under “Environmental Matters — New Source Review Actions” in Item 8 of the Form 10-K for additional information.
FERC and Alabama PSC Matters
Market-Based Rate Authority
See MANAGEMENT’S DISCUSSION AND ANALYSIS — FUTURE EARNINGS POTENTIAL — “FERC Matters — Market-Based Rate Authority” of Alabama Power in Item 7 and Note 3 to the financial statements of Alabama Power under “FERC Matters — Market-Based Rate Authority” in Item 8 of the Form 10-K for information on the FERC’s April 2004 order adopting a new interim analysis for measuring generation market power and a proceeding initiated by the FERC in December 2004 to assess Southern Company’s generation dominance within its retail service territory. Alabama Power has authorization from the FERC to sell power to non-affiliates at market-based prices. Alabama Power also has FERC authority to make short-term opportunity sales at market rates. Specific FERC approval must be obtained with respect to a market-based contract with an affiliate. On February 15, 2005, Southern Company submitted additional information related to generation dominance in its retail service territory. A hearing before an administrative law judge scheduled for March 2006 has been held in abeyance to allow the parties to explore settlement. Any new market-based rate transactions in its retail service territory entered into after February 27, 2005 will be subject to refund to the level of the default cost-based rates, pending the outcome of the proceeding. The impact of such sales through March 31, 2006 is not expected to exceed $3.7 million for Alabama Power. The refund

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
period covers 15 months. In the event that the FERC’s default mitigation measures are ultimately applied, Alabama Power may be required to charge cost-based rates for certain wholesale sales in the Southern Company retail service territory, which may be lower than negotiated market-based rates. The final outcome of this matter will depend on the form in which the final methodology for assessing generation market power and mitigation rules may be ultimately adopted and cannot be determined at this time.
     In addition, in May 2005, the FERC initiated an investigation to determine whether Southern Company satisfies the other three parts of the FERC’s market-based rate analysis: transmission market power, barriers to entry, and affiliate abuse or reciprocal dealing. The FERC established a new 15-month refund period related to this expanded investigation. Any new market-based rate transactions involving any Southern Company subsidiary will be subject to refund to the extent the FERC orders lower rates as a result of this new investigation, with the refund period beginning July 19, 2005. The impact of such sales involving Alabama Power through March 31, 2006 is not expected to exceed $9.8 million, of which $2.9 million relates to sales inside the retail service territory discussed above. The FERC also directed that this expanded proceeding be held in abeyance pending the outcome of the proceeding on the IIC discussed below.
     Alabama Power believes that there is no meritorious basis for this proceeding and is vigorously defending itself in this matter. However, the final outcome of this matter, including any remedies to be applied in the event of an adverse ruling in this proceeding, cannot now be determined.
Intercompany Interchange Contract
Also in May 2005, the FERC initiated a new proceeding to examine (1) the provisions of the IIC among Alabama Power, Georgia Power, Gulf Power, Mississippi Power, Savannah Electric, Southern Power, and SCS, as agent, under the terms of which the power pool of Southern Company is operated, and, in particular, the propriety of the continued inclusion of Southern Power as a party to the IIC, (2) whether any parties to the IIC have violated the FERC’s standards of conduct applicable to utility companies that are transmission providers, and (3) whether Southern Company’s code of conduct defining Southern Power as a “system company” rather than a “marketing affiliate” is just and reasonable. In connection with the formation of Southern Power, the FERC authorized Southern Power’s inclusion in the IIC in 2000. The FERC also previously approved Southern Company’s code of conduct. The FERC order directs that the administrative law judge who presided over a proceeding involving approval of PPAs between Southern Power and Georgia Power and Savannah Electric be assigned to preside over the hearing in this proceeding and that the testimony and exhibits presented in that proceeding be preserved to the extent appropriate. Effective July 19, 2005, revenues from transactions under the IIC involving any Southern Company subsidiaries will be subject to refund to the extent the FERC orders any changes to the IIC. On April 11, 2006, Southern Company, Calpine Corporation, Coral Energy, and Dalton Utilities filed a settlement offer that would resolve the proceeding. The offer is pending before the FERC and does not require any refunds. However, because the offer is pending, the final outcome of this matter cannot now be determined. See MANAGEMENT’S DISCUSSION AND ANALYSIS — FUTURE EARNINGS POTENTIAL — “FERC Matters — Intercompany Interchange Contract” of Alabama Power in Item 7 and Note 3 to the financial statements of Alabama Power under “FERC Matters — Intercompany Interchange Contract” in Item 8 of the Form 10-K for additional information.
Retail Fuel Cost Recovery
Alabama Power has established fuel cost recovery rates approved by the Alabama PSC. Alabama Power’s under recovered fuel costs as of March 31, 2006 totaled $219.5 million as compared to $285.1 million at December 31, 2005. Alabama Power increased its fuel billing factor in January 2006 in accordance with Rate ECR. Alabama Power will continue to monitor the under recovered fuel cost balance to determine if an additional adjustment to billing rates should be requested from the Alabama PSC. See MANAGEMENT’S

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ALABAMA POWER COMPANY
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
DISCUSSION AND ANALYSIS — FUTURE EARNINGS POTENTIAL — “PSC Matters — Retail Fuel Cost Recovery” of Alabama Power in Item 7 and Note 3 to the financial statements of Alabama Power under “Retail Regulatory Matters — Fuel Cost Recovery” in Item 8 of the Form 10-K for additional information.
Other Matters
Alabama Power is subject to certain claims and legal actions arising in the ordinary course of business. In addition, Alabama 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 such as opacity and other air quality standards, 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. The ultimate outcome of such pending or potential litigation against Alabama Power cannot be predicted at this time; however, for current proceedings not specifically reported herein or in Note 3 to the financial statements of Alabama Power in Item 8 of the Form 10-K, management does not anticipate that the liabilities, if any, arising from such proceedings would have a material adverse effect on Alabama Power’s financial statements.
     See Note (B) to the Condensed Financial Statements herein for discussion of various other contingencies, regulatory matters, and other matters being litigated which may affect future earnings potential.
ACCOUNTING POLICIES
Application of Critical Accounting Policies and Estimates
Alabama Power prepares its financial statements in accordance with accounting principles generally accepted in the United States. Significant accounting policies are described in Note 1 to the financial statements of Alabama Power in Item 8 of the Form 10-K. In the application of these policies, certain estimates are made that may have a material impact on Alabama Power’s results of operations and related disclosures. Different assumptions and measurements could produce estimates that are significantly different from those recorded in the financial statements. See MANAGEMENT’S DISCUSSION AND ANALYSISACCOUNTING POLICIES — “Application of Critical Accounting Policies and Estimates” of Alabama Power in Item 7 of the Form 10-K for a complete discussion of Alabama Power’s critical accounting policies and estimates related to Electric Utility Regulation, Contingent Obligations, and Unbilled Revenues.
New Accounting Standards
On January 1, 2006, Alabama Power adopted FASB Statement No. 123(R), “Share-Based Payment,” using the modified prospective method. This statement requires that compensation cost relating to share-based payment transactions be recognized in the financial statements. That cost will be measured based on the grant date fair value of the equity or liability instruments issued. Although the compensation expense required under the revised statement differs slightly, the impacts on Alabama Power’s financial statements are similar to the pro forma disclosures previously included in Note 1 to the financial statements of Alabama Power under “Stock Options” in Item 8 of the Form 10-K and in Note (C) to the Condensed Financial Statements herein. Total pre-tax compensation cost related to non-vested awards not yet recognized is expected to be approximately $2.6 million over the remaining three-year service period.

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ALABAMA POWER COMPANY
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
FINANCIAL CONDITION AND LIQUIDITY
Overview
Alabama Power’s financial condition continued to be stable at March 31, 2006. Net cash flows from operating activities totaled $164.4 million for the first three months of 2006, compared to $102.5 million for the first three months of 2005. The $61.9 million increase in the first three months of 2006 relates to a decrease in under recovered fuel cost receivable due to higher recovery rates under a new fuel rate effective January 1, 2006 and an increase in the accrued tax liability. These positive changes were partially offset by a decrease in accounts payable resulting from increased spending accrued in the fourth quarter 2005 that were paid in the first quarter 2006 and a decrease in deferred income tax expense. The changes in the accrued tax liability and deferred income tax expense are due to the reversal of prior favorable timing differences. Property additions to utility plant were $228.4 million in the first three months of 2006 and are included in the balance sheets herein.
Capital Requirements and Contractual Obligations
See MANAGEMENT’S DISCUSSION AND ANALYSIS - FINANCIAL CONDITION AND LIQUIDITY - “Capital Requirements and Contractual Obligations” of Alabama Power in Item 7 of the Form 10-K for a description of Alabama Power’s capital requirements for its construction program, scheduled maturities of long-term debt, as well as related interest, preferred stock dividends, lease obligations, purchase commitments, and trust funding requirements. Approximately $377 million will be required through March 31, 2007 for redemptions and maturities of long-term debt.
Sources of Capital
Alabama Power plans to obtain the funds required for construction and other purposes from sources similar to those utilized in the past, which were primarily operating cash flows, with capital contributions from Southern Company, short-term debt, and external security issuances providing additional funds. However, 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 MANAGEMENT’S DISCUSSION AND ANALYSIS — FINANCIAL CONDITION AND LIQUIDITY — “Sources of Capital” of Alabama Power in Item 7 of the Form 10-K for additional information.
     To meet short-term cash needs and contingencies, Alabama Power had at March 31, 2006 approximately $124 million of cash and cash equivalents, unused committed lines of credit of approximately $878 million (including $563 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 credit facilities, $428 million will expire at various times during the remainder of 2006. $251 million of the credit facilities expiring in 2006 allow for the execution of one-year term loans. Alabama Power expects to renew its credit facilities, as needed, prior to expiration. See Note 6 to the financial statements of Alabama Power under “Bank Credit Arrangements” in Item 8 of the Form 10-K for additional information. Alabama Power may also meet short-term cash needs through a Southern Company subsidiary organized to issue and sell commercial paper and extendible commercial notes at the request and for the benefit of Alabama Power and other Southern Company subsidiaries. Alabama Power has regulatory authority for up to $1.4 billion of short-term borrowings. At March 31, 2006, Alabama Power had no commercial paper or extendible commercial notes outstanding. Management believes that the need for working capital can be adequately met by issuing commercial paper or utilizing lines of credit without maintaining large cash balances.

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ALABAMA POWER COMPANY
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Credit Rating Risk
Alabama Power does not have any credit arrangements that would require material changes in payment schedules or terminations as a result of a credit rating downgrade. However, Alabama Power, along with all members of the Southern Company power pool, is also party to certain derivative agreements that could require collateral and/or accelerated payment in the event of a credit rating change to below investment grade for it and/or Georgia Power. These agreements are primarily for natural gas price risk management activities. At March 31, 2006, Alabama Power’s total exposure to these types of agreements was approximately $11 million.
Market Price Risk
Alabama Power’s market risk exposures relative to interest rate changes have not changed materially compared with the December 31, 2005 reporting period. In addition, Alabama Power 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 Power 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 Power enters into fixed-price contracts for the purchase and sale of electricity through the wholesale electricity market. Alabama Power has also implemented a retail fuel hedging program at the instruction of the Alabama PSC.
     The fair value of derivative energy contracts at March 31, 2006 was as follows:
         
    First Quarter  
    2006  
    Changes  
 
 
  Fair Value
 
 
  (in thousands)
Contracts beginning of period
  $ 28,978  
Contracts realized or settled
    (5,917 )
New contracts at inception
     
Changes in valuation techniques
     
Current period changes (a)
    (45,509 )
 
Contracts at March 31, 2006
  $ (22,448 )
 
(a)   Current period changes also include the changes in fair value of new contracts entered into during the period, if any.
                         
    Source of March 31, 2006  
    Valuation Prices  
    Total     Maturity  
    Fair Value     Year 1     1-3 Years  
    (in thousands)  
Actively quoted
  $ (22,441 )   $ (29,477 )   $ 7,036  
External sources
    (7 )     (7 )      
Models and other methods
                 
 
Contracts at March 31, 2006
  $ (22,448 )   $ (29,484 )   $ 7,036  
 

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ALABAMA POWER COMPANY
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
     Unrealized gains and losses from mark-to-market adjustments on derivative contracts related to Alabama Power’s 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 Alabama Power’s fuel cost recovery clause. Gains and losses on derivative contracts that are not designated as hedges are recognized in the statements of income as incurred. At March 31, 2006, the fair value gain/(loss) of derivative energy contracts was reflected in the financial statements as follows:
         
    Amounts  
    (in thousands)  
Regulatory assets, net
  $ (22,448 )
Accumulated other comprehensive income
     
Net income
     
 
Total fair value loss
  $ (22,448 )
 
     Unrealized pre-tax gains (losses) on energy contracts recognized in income were not material for any period presented.
     For additional information, see MANAGEMENT’S DISCUSSION AND ANALYSIS — FINANCIAL CONDITION AND LIQUIDITY “Market Price Risk” of Alabama Power in Item 7 and Notes 1 and 6 to the financial statements of Alabama Power under “Financial Instruments” in Item 8 of the Form 10-K and Note (F) to the Condensed Financial Statements herein.
Financing Activities
In January 2006, Alabama Power issued $100 million of Series EE 5.75% Senior Insured Quarterly Notes due January 15, 2036 and $200 million of Series FF 5.20% Senior Notes due January 15, 2016. Alabama Power settled interest rate swaps related to the transactions at a gain of $3 million, which was recorded in other comprehensive income. The gain will be amortized to interest expense over a 10-year period.
     In February 2006, Alabama Power issued $100 million of Series GG 5 7/8% Senior Notes due February 1, 2046 and $200 million of Series HH 5.10% Senior Notes due February 1, 2011. Alabama Power settled interest rate swaps related to the transactions at a gain of $15 million, which was recorded in other comprehensive income. The gain will be amortized to interest expense over a 10-year period.
     In February 2006, $170 million in aggregate principal amount of Series U 2.65% Senior Notes matured.
     In March 2006, Alabama Power issued $200 million of Series II 5.875% Senior Notes due March 15, 2046. The proceeds from this issuance, as well as those from the January and February 2006 senior note issuances, were used to repay a portion of Alabama Power’s outstanding short-term indebtedness and for other general corporate purposes, including Alabama Power’s continuing construction activities.
     Subsequent to March 31, 2006, a $26.5 million long-term security was redeemed and funded with a combination of temporary cash investments and short-term debt.
     In addition to any financings that may be necessary to meet capital requirements and contractual obligations, Alabama Power plans to continue, when economically feasible, a program to retire higher-cost securities and replace these obligations with lower-cost capital if market conditions permit.

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GEORGIA POWER COMPANY

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GEORGIA POWER COMPANY
CONDENSED STATEMENTS OF INCOME (UNAUDITED)
                 
    For the Three Months  
    Ended March 31,  
    2006     2005  
    (in thousands)  
Operating Revenues:
               
Retail revenues
  $ 1,266,956     $ 1,185,236  
Sales for resale —
               
Non-affiliates
    133,364       112,852  
Affiliates
    34,942       25,631  
Other revenues
    52,187       46,711  
 
           
Total operating revenues
    1,487,449       1,370,430  
 
           
Operating Expenses:
               
Fuel
    434,774       309,266  
Purchased power —
               
Non-affiliates
    56,555       52,974  
Affiliates
    190,519       220,004  
Other operations
    218,720       202,079  
Maintenance
    119,300       116,650  
Depreciation and amortization
    117,857       123,100  
Taxes other than income taxes
    67,145       60,759  
 
           
Total operating expenses
    1,204,870       1,084,832  
 
           
Operating Income
    282,579       285,598  
Other Income and (Expense):
               
Allowance for equity funds used during construction
    5,785       9,257  
Interest income
    316       471  
Interest expense, net of amounts capitalized
    (60,207 )     (50,420 )
Interest expense to affiliate trusts
    (14,878 )     (14,878 )
Other income (expense), net
    (994 )     (2,842 )
 
           
Total other income and (expense)
    (69,978 )     (58,412 )
 
           
Earnings Before Income Taxes
    212,601       227,186  
Income taxes
    79,944       84,654  
 
           
Net Income
    132,657       142,532  
Dividends on Preferred Stock
    1,010       168  
 
           
Net Income After Dividends on Preferred Stock
  $ 131,647     $ 142,364  
 
           
CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)
                 
    For the Three Months  
    Ended March 31,  
    2006     2005  
    (in thousands)  
Net Income After Dividends on Preferred Stock
  $ 131,647     $ 142,364  
Other comprehensive income (loss):
               
Change in fair value of marketable securities, net of tax of $(97) and $75, respectively
    (155 )     118  
Changes in fair value of qualifying hedges, net of tax of $5,215 and $1,370, respectively
    8,267       2,172  
Reclassification adjustment for amounts included in net income, net of tax of $110 and $176, respectively
    175       280  
 
           
COMPREHENSIVE INCOME
  $ 139,934     $ 144,934  
 
           
The accompanying notes as they relate to Georgia Power are an integral part of these condensed financial statements.

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GEORGIA POWER COMPANY
CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)
                 
    For the Three Months  
    Ended March 31,  
    2006     2005  
    (in thousands)  
Operating Activities:
               
Net income
  $ 132,657     $ 142,532  
Adjustments to reconcile net income to net cash provided from operating activities —
               
Depreciation and amortization
    138,694       142,765  
Deferred income taxes and investment tax credits
    145       59,414  
Deferred expenses — affiliates
    19,937       19,974  
Allowance for equity funds used during construction
    (5,785 )     (9,257 )
Pension, postretirement, and other employee benefits
    (540 )     3,755  
Stock option expense
    3,708        
Tax benefit of stock options
    193       4,907  
Other, net
    1,263       (16,984 )
Changes in certain current assets and liabilities —
               
Receivables
    126,023       (82,023 )
Fossil fuel stock
    (47,256 )     (5,334 )
Materials and supplies
    (19,347 )     1,430  
Prepaid income taxes
    61,519       17,892  
Other current assets
    (19,810 )     (11,064 )
Accounts payable
    (220,939 )     (106,494 )
Accrued taxes
    (80,585 )     (65,104 )
Accrued compensation
    (107,191 )     (86,041 )
Other current liabilities
    3,057       3,880  
 
           
Net cash provided from (used for) operating activities
    (14,257 )     14,248  
 
           
Investing Activities:
               
Property additions
    (206,588 )     (188,272 )
Nuclear decommissioning trust fund purchases
    (100,167 )     (114,367 )
Nuclear decommissioning trust fund sales
    93,287       105,668  
Cost of removal net of salvage
    (5,699 )     (4,696 )
Change in construction payables, net of joint owner portion
    (22,325 )     (34,441 )
Other
    447       6,188  
 
           
Net cash used for investing activities
    (241,045 )     (229,920 )
 
           
Financing Activities:
               
Increase in notes payable, net
    341,043       339,693  
Proceeds —
               
Senior notes
          250,000  
Capital contributions from parent company
    231,000        
Gross excess tax benefit of stock options
    443        
Redemptions —
               
Senior notes
    (150,000 )     (250,000 )
Preferred stock
    (14,569 )      
Payment of preferred stock dividends
    (12 )     (48 )
Payment of common stock dividends
    (150,625 )     (139,025 )
Other
    196       (9,725 )
 
           
Net cash provided from financing activities
    257,476       190,895  
 
           
Net Change in Cash and Cash Equivalents
    2,174       (24,777 )
Cash and Cash Equivalents at Beginning of Period
    10,636       33,497  
 
           
Cash and Cash Equivalents at End of Period
  $ 12,810     $ 8,720  
 
           
Supplemental Cash Flow Information:
               
Cash paid during the period for —
               
Interest (net of $2,419 and $3,709 capitalized for 2006 and 2005, respectively)
  $ 79,020     $ 58,350  
Income taxes (net of refunds)
  $ (21,801 )   $ (492 )
The accompanying notes as they relate to Georgia Power are an integral part of these condensed financial statements.

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GEORGIA POWER COMPANY
CONDENSED BALANCE SHEETS (UNAUDITED)
                 
    At March 31,     At December 31,  
Assets   2006     2005  
    (in thousands)  
Current Assets:
               
Cash and cash equivalents
  $ 12,810     $ 10,636  
Receivables —
               
Customer accounts receivable
    363,099       418,154  
Unbilled revenues
    126,905       141,875  
Under recovered regulatory clause revenues
    519,833       454,683  
Other accounts and notes receivable
    70,757       110,397  
Affiliated companies
    23,144       84,597  
Accumulated provision for uncollectible accounts
    (8,091 )     (8,647 )
Fossil fuel stock, at average cost
    228,995       181,739  
Vacation pay
    59,472       59,190  
Materials and supplies, at average cost
    343,297       323,908  
Prepaid expenses
    18,130       70,825  
Other
    99,952       50,248  
 
           
Total current assets
    1,858,303       1,897,605  
 
           
Property, Plant, and Equipment:
               
In service
    19,789,730       19,603,249  
Less accumulated provision for depreciation
    7,683,394       7,575,926  
 
           
 
    12,106,336       12,027,323  
Nuclear fuel, at amortized cost
    143,838       134,798  
Construction work in progress
    558,808       563,155  
 
           
Total property, plant, and equipment
    12,808,982       12,725,276  
 
           
Other Property and Investments:
               
Equity investments in unconsolidated subsidiaries
    68,136       68,188  
Nuclear decommissioning trusts, at fair value
    516,815       486,591  
Other
    71,244       71,468  
 
           
Total other property and investments
    656,195       626,247  
 
           
Deferred Charges and Other Assets:
               
Deferred charges related to income taxes
    499,155       500,882  
Prepaid pension costs
    481,967       476,458  
Deferred under recovered regulatory clause revenues
    264,460       295,116  
Other regulatory assets
    317,701       330,483  
Other
    173,811       195,716  
 
           
Total deferred charges and other assets
    1,737,094       1,798,655  
 
           
Total Assets
  $ 17,060,574     $ 17,047,783  
 
           
The accompanying notes as they relate to Georgia Power are an integral part of these condensed financial statements.

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GEORGIA POWER COMPANY
CONDENSED BALANCE SHEETS (UNAUDITED)
                 
    At March 31,     At December 31,  
Liabilities and Stockholder's Equity   2006     2005  
    (in thousands)  
Current Liabilities:
               
Securities due within one year
  $ 2,765     $ 167,317  
Notes payable
    608,785       267,743  
Accounts payable —
               
Affiliated
    116,788       285,019  
Other
    275,700       360,455  
Customer deposits
    136,427       129,293  
Accrued taxes —
               
Income taxes
    208,958       150,896  
Other
    84,731       204,778  
Accrued interest
    81,020       88,885  
Accrued vacation pay
    45,692       45,602  
Accrued compensation
    30,479       137,303  
Other
    160,113       120,312  
 
           
Total current liabilities
    1,751,458       1,957,603  
 
           
Long-term Debt
    4,178,567       4,179,218  
 
           
Long-term Debt Payable to Affiliated Trusts
    969,073       969,073  
 
           
Deferred Credits and Other Liabilities:
               
Accumulated deferred income taxes
    2,719,487       2,730,303  
Deferred credits related to income taxes
    155,977       158,759  
Accumulated deferred investment tax credits
    284,653       287,726  
Employee benefit obligations
    368,446       358,137  
Asset retirement obligations
    637,173       627,465  
Other cost of removal obligations
    403,775       404,614  
Other regulatory liabilities
    87,029       97,015  
Other
    65,748       63,335  
 
           
Total deferred credits and other liabilities
    4,722,288       4,727,354  
 
           
Total Liabilities
    11,621,386       11,833,248  
 
           
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
    2,878,356       2,643,012  
Retained earnings
    2,242,720       2,261,698  
Accumulated other comprehensive loss
    (26,138 )     (34,425 )
 
           
Total common stockholder’s equity
    5,439,188       5,214,535  
 
           
Total Liabilities and Stockholder’s Equity
  $ 17,060,574     $ 17,047,783  
 
           
The accompanying notes as they relate to Georgia Power are an integral part of these condensed financial statements.

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GEORGIA POWER COMPANY
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
FIRST QUARTER 2006 vs. FIRST QUARTER 2005
OVERVIEW
Georgia Power operates as a vertically integrated utility providing electricity to retail customers within its traditional service area located within the State of Georgia and to wholesale customers in the Southeast. Many factors affect the opportunities, challenges, and risks of Georgia Power’s business of selling electricity. These factors include the ability to maintain a stable regulatory environment, to achieve energy sales growth while containing costs, and to recover rising costs related to growing demand and increasingly stringent environmental standards. In addition, fuel costs rose significantly during 2005 and the first quarter of 2006. Georgia Power has filed a request to increase its fuel recovery rate and will continue to work with the Georgia PSC to enable the timely recovery of these costs.
     On December 13, 2005, Savannah Electric entered into a merger agreement with Georgia Power under which Savannah Electric will merge into Georgia Power, with Georgia Power continuing as the surviving corporation, subject to the receipt of all required approvals. For additional information, see MANAGEMENT’S DISCUSSION AND ANALYSIS — FUTURE EARNINGS POTENTIAL — “PSC Matters — Merger” of Georgia Power in Item 7 and Note 3 to the financial statements of Georgia Power under “Retail Regulatory Matters — Merger” in Item 8 of the Form 10-K.
     Georgia Power continues to focus on several key performance indicators. These indicators include customer satisfaction, plant availability, system reliability, and net income. For additional information on these indicators, see MANAGEMENT’S DISCUSSION AND ANALYSIS — OVERVIEW — “Key Performance Indicators” of Georgia Power in Item 7 of the Form 10-K.
RESULTS OF OPERATIONS
Earnings
Georgia Power’s net income after dividends on preferred stock for the first quarter 2006 was $131.7 million compared to $142.4 million for the corresponding period in 2005. The $10.7 million, or 7.5% decrease, is primarily attributed to higher non-fuel operating expenses and higher financing costs, partially offset by higher base retail revenues and wholesale non-fuel revenues.
     Significant income statement items appropriate for discussion include the following:
                 
    Increase (Decrease)  
    First Quarter  
    (in thousands)     %  
Retail revenues
  $ 81,720       6.9  
Sales for resale — non-affiliates
    20,512       18.2  
Sales for resale — affiliates
    9,311       36.3  
Other revenues
    5,476       11.7  
Fuel expense
    125,508       40.6  
Purchased power expense — non-affiliates
    3,581       6.8  
Purchased power expense — affiliates
    (29,485 )     (13.4 )
Other operations expense
    16,641       8.2  
Taxes other than income taxes
    6,386       10.5  
Allowance for equity funds used during construction
    (3,472 )     (37.5 )
Interest expense, net of amounts capitalized
    9,787       19.4  

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GEORGIA POWER COMPANY
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
     Retail revenues. The chart below reflects the primary drivers of the 6.9% increase in retail revenues in the first quarter 2006 when compared to the same period in 2005. Excluding fuel cost recovery revenues, which generally do not affect net income, retail sales revenue increased by $6.3 million, or 0.8%, in the first quarter 2006, compared to the corresponding period in the prior year, primarily due to customer growth of 1.9%. In the first quarter 2006, KWH energy sales to residential and commercial customers increased by 2.8% and 4.2%, respectively, and decreased by 3.0% for industrial customers. The decrease in KWH energy sales to industrial customers was primarily the result of a 1% decrease in industrial customers resulting from the reclassification of customers from industrial to commercial when compared to the same period in 2005.
     Details of retail revenues are as follows:
                 
 
    First Quarter
2006
 
 
    (in millions)     % change  
Retail — prior year
  $ 1,185          
Change in —
               
Base rates
           
Sales growth
    11       0.9  
Weather
    (5 )     (0.4 )
Fuel cost recovery
    76       6.4  
 
Retail — current year
  $ 1,267       6.9  
 
     Sales for resale — non-affiliates. Energy revenues from sales for resale to non-affiliates increased in the first quarter 2006 when compared to the same period in 2005 as a result of a 2.1% increase in the demand of KWH energy sales and $4.0 million in higher costs for sulfur dioxide emission allowances which increased the pricing for the sales for resale to non-affiliates. Energy sales do not have a significant impact on earnings since energy is usually sold at variable cost. The capacity component of these transactions remained relatively constant in the first quarter 2006 when compared to the corresponding period in 2005.
     Sales for resale — affiliates. Energy sales to affiliated companies within the Southern Company system will vary depending on demand and the availability and cost of generating resources at each company. These sales are made in accordance with the IIC, as approved by the FERC. These transactions did not have a significant impact on earnings since this energy is generally sold at marginal cost. In the first quarter 2006, revenues from sales for resale increased primarily due to a 31.8% increase in KWH sales due to the lower cost of Georgia Power’s owned generation compared to its affiliates as well as higher fuel costs.
     Other revenues. During the first quarter 2006, other revenues increased when compared with the same period in 2005 primarily due to increased transmission revenues of $4.1 million related to work performed for the other owners of the integrated transmission system in the State of Georgia and higher outdoor lighting revenues of $1.4 million due to a 1.7% increase in customers.
     Fuel expense and purchased power expense. Fuel expense and purchased power expense, together, increased $99.6 million in the first quarter 2006 when compared to 2005 due to a $126 million increase in the cost of fuel offset by a $26.4 million decrease related to fewer KWHs generated and purchased. Details of the individual components follow.
Fuel expense in the first quarter 2006 increased $126 million when compared to the same period in 2005 primarily due to an additional increase in the average cost of fuel per net kilowatt-hour generated of 22.2% due to higher coal and natural gas prices. These expenses do not have a significant impact on earnings since fuel expenses are generally offset by fuel revenues through Georgia Power’s fuel cost recovery clause. See FUTURE EARNINGS POTENTIAL — “PSC Matters — Fuel Cost Recovery” and Note (H) to the Condensed Financial Statements herein for additional information.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Purchased power from affiliates decreased in the first quarter of 2006 mainly due to a 25.3% decrease in KWH sales due to the lower cost of Georgia Power’s owned generation compared to its affiliates, partially offset by an increase of 17.9% in the average cost of purchased power per net KWH when compared to the corresponding period in 2005. Energy purchases from affiliated companies within the Southern Company system will vary depending on demand and the availability and cost of generating resources at each company. These purchases are made in accordance with the IIC, as approved by the FERC. These transactions did not have a significant impact on earnings since the energy purchases are generally offset by energy revenues through Georgia Power’s fuel cost recovery clause.
Purchased power expense — non-affiliates increased 6.8% during the first quarter 2006 due to an 11.9% increase in the average cost of purchased power per net KWH when compared to the corresponding period in 2005. These expenses do not have a significant impact on earnings since energy expenses are generally offset by energy revenues through Georgia Power’s fuel cost recovery clause.
     Other operations expense. During the first quarter 2006, other operations expense increased 8.2% when compared to the same period in 2005 primarily due to an increase of $6.4 million in employee benefit expense related to pension and salary expense due to the expensing of stock options. See Note (C) to the Condensed Financial Statements herein for additional information regarding stock option expense. Also contributing to the increase in other operations expense were increases of $2.7 million and $1.7 million in customer accounting and customer assistance expenses primarily as a result of promotional expenses related to an energy efficiency program and an increased number of customer bankruptcies, respectively, and an increase in transmission expense of $3.4 million related to load dispatching and transmission of electricity by others.
     Taxes other than income taxes. Taxes other than income taxes increased 10.5% in the first quarter 2006 as a result of higher property taxes of $4.3 million due to an increase in property values and higher municipal gross receipts taxes of $2.4 million as a result of increased sales when compared to the corresponding period in 2005.
     Allowance for equity funds used during construction. The 37.5% decrease in the allowance for equity funds used during construction in the first quarter 2006 when compared to the first quarter 2005 is attributed to completion of the McIntosh combined cycle Units 10 and 11 which were placed in service in June 2005.
     Interest expense, net of amounts capitalized. During the first quarter 2006, interest expense, net of amounts capitalized increased 19.4% when compared to the corresponding period in 2005 due to the issuance of additional senior notes in 2005 and generally higher interest rates on variable rate debt and commercial paper.
FUTURE EARNINGS POTENTIAL
The results of operations discussed above are not necessarily indicative of Georgia Power’s future earnings potential. The level of future earnings depends on numerous factors that affect the opportunities, challenges, and risks of Georgia Power’s business of selling electricity. These factors include Georgia Power’s ability to maintain a stable regulatory environment that continues to allow for the recovery of all prudently incurred costs. Future earnings in the near term will depend, in part, upon growth in energy sales which is subject to a number of factors. These factors include weather, competition, new energy contracts with neighboring utilities, energy conservation practiced by customers, the price of electricity, the price elasticity of demand, and the rate of economic growth in Georgia Power’s service area. For additional information relating to these issues, see RISK FACTORS in Item 1A and MANAGEMENT’S DISCUSSION AND ANALYSIS — FUTURE EARNINGS POTENTIAL of Georgia Power in Item 7 of the Form 10-K.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Environmental Matters
Compliance costs related to the Clean Air Act and other environmental regulations could affect earnings if such costs cannot be fully recovered in rates on a timely basis. For additional information, including information on certain environmental litigation, see MANAGEMENT’S DISCUSSION AND ANALYSIS — FUTURE EARNINGS POTENTIAL — “Environmental Matters” of Georgia Power in Item 7 and Note 3 to the financial statements of Georgia Power under “Environmental Matters” in Item 8 of the Form 10-K.
New Source Review Reform Rules
On October 20, 2005, the EPA published a proposed rule clarifying the test for determining when an emissions increase is subject to the NSR requirements. On March 17, 2006, the U.S. Court of Appeals for the District of Columbia Circuit vacated the EPA’s proposed rule which sought to clarify the scope of the existing Routine Maintenance, Repair, and Replacement Exclusion. Because this rule was not yet in effect, the court’s ruling is not anticipated to have any impact on Georgia Power. See MANAGEMENT’S DISCUSSION AND ANALYSIS — FUTURE EARNINGS POTENTIAL — “Environmental Matters — New Source Review Actions” of Georgia Power in Item 7 and Note 3 to the financial statements of Georgia Power under “Environmental Matters — New Source Review Actions” in Item 8 of the Form 10-K for additional information.
Plant Wansley Environmental Litigation
On March 30, 2006, the U.S. Court of Appeals for the Eleventh Circuit ruled in favor of Georgia Power on its appeal and reversed the district court’s order regarding certain alleged opacity violations at Plant Wansley. The court of appeals remanded the case to the U.S. District Court for the Northern District of Georgia for further proceedings consistent with its decision. The ultimate outcome of this matter cannot now be determined. See MANAGEMENT’S DISCUSSION AND ANALYSIS — FUTURE EARNINGS POTENTIAL — “Environmental Matters — Plant Wansley Environmental Litigation” of Georgia Power in Item 7 and Note 3 to the financial statements of Georgia Power under “Environmental Matters — Plant Wansley Environmental Litigation” in Item 8 of the Form 10-K for additional information.
FERC and Georgia PSC Matters
Market-Based Rate Authority
See MANAGEMENT’S DISCUSSION AND ANALYSIS — FUTURE EARNINGS POTENTIAL — “FERC Matters — Market-Based Rate Authority” of Georgia Power in Item 7 and Note 3 to the financial statements of Georgia Power under “FERC Matters — Market-Based Rate Authority” in Item 8 of the Form 10-K for information on the FERC’s April 2004 order adopting a new interim analysis for measuring generation market power and a proceeding initiated by the FERC in December 2004 to assess Southern Company’s generation dominance within its retail service territory. Georgia Power has authorization from the FERC to sell power to non-affiliates at market-based prices. Georgia Power also has FERC authority to make short-term opportunity sales at market rates. Specific FERC approval must be obtained with respect to a market-based contract with an affiliate. On February 15, 2005, Southern Company submitted additional information related to generation dominance in its retail service territory. A hearing before an administrative law judge scheduled for March 2006 has been held in abeyance to allow the parties to explore settlement. Any new market-based rate transactions in its retail service territory entered into after February 27, 2005 will be subject to refund to the level of the default cost-based rates, pending the outcome of the proceeding. The impact of such sales through March 31, 2006 is not expected to exceed $5.1 million for Georgia Power. The refund period covers 15 months. In the event that the FERC’s default mitigation measures are ultimately applied, Georgia Power may be required to charge cost-based rates for certain wholesale sales in the Southern Company retail service territory, which may be lower than negotiated market-based rates. The final outcome of this matter will depend on the form in which the final

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
methodology for assessing generation market power and mitigation rules may be ultimately adopted and cannot be determined at this time.
     In addition, in May 2005, the FERC initiated an investigation to determine whether Southern Company satisfies the other three parts of the FERC’s market-based rate analysis: transmission market power, barriers to entry, and affiliate abuse or reciprocal dealing. The FERC established a new 15-month refund period related to this expanded investigation. Any new market-based rate transactions involving any Southern Company subsidiary will be subject to refund to the extent the FERC orders lower rates as a result of this new investigation, with the refund period beginning July 19, 2005. The impact of such sales involving Georgia Power through March 31, 2006 is not expected to exceed $11.9 million, of which $3.5 million relates to sales inside the retail service territory discussed above. The FERC also directed that this expanded proceeding be held in abeyance pending the outcome of the proceeding on the IIC discussed below.
     Georgia Power believes that there is no meritorious basis for this proceeding and is vigorously defending itself in this matter. However, the final outcome of this matter, including any remedies to be applied in the event of an adverse ruling in this proceeding, cannot now be determined.
Intercompany Interchange Contract
Also in May 2005, the FERC initiated a new proceeding to examine (1) the provisions of the IIC among Alabama Power, Georgia Power, Gulf Power, Mississippi Power, Savannah Electric, Southern Power, and SCS, as agent, under the terms of which the power pool of Southern Company is operated, and, in particular, the propriety of the continued inclusion of Southern Power as a party to the IIC, (2) whether any parties to the IIC have violated the FERC’s standards of conduct applicable to utility companies that are transmission providers, and (3) whether Southern Company’s code of conduct defining Southern Power as a “system company” rather than a “marketing affiliate” is just and reasonable. In connection with the formation of Southern Power, the FERC authorized Southern Power’s inclusion in the IIC in 2000. The FERC also previously approved Southern Company’s code of conduct. The FERC order directs that the administrative law judge who presided over a proceeding involving approval of PPAs between Southern Power and Georgia Power and Savannah Electric be assigned to preside over the hearing in this proceeding and that the testimony and exhibits presented in that proceeding be preserved to the extent appropriate. Effective July 19, 2005, revenues from transactions under the IIC involving any Southern Company subsidiaries will be subject to refund to the extent the FERC orders any changes to the IIC. On April 11, 2006, Southern Company, Calpine Corporation, Coral Energy, and Dalton Utilities filed a settlement offer that would resolve the proceeding. The offer is pending before the FERC and does not require any refunds. However, because the offer is pending, the final outcome of this matter cannot now be determined. See MANAGEMENT’S DISCUSSION AND ANALYSIS — FUTURE EARNINGS POTENTIAL — “FERC Matters — Intercompany Interchange Contract” of Georgia Power in Item 7 and Note 3 to the financial statements of Georgia Power under “FERC Matters — Intercompany Interchange Contract” in Item 8 of the Form 10-K for additional information.
Retail Fuel Cost Recovery
On March 17, 2006, Georgia Power and Savannah Electric filed a combined request for fuel cost recovery rate changes with the Georgia PSC to be effective July 1, 2006. The requested changes will allow for the recovery of fuel costs based on an estimate of future fuel costs, as well as the collection of the existing under recovered fuel expenses. The filing also includes proposed fuel rate changes related to the previously announced proposed merger of the two companies, which is expected to be completed by July 2006.
     The request would result in an increase of about $7.22 per month, or about 8.1%, on the average Georgia Power residential customer bill and a decrease of about $8.14 a month, or about 6.4%, on the average residential

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FINANCIAL CONDITION AND RESULTS OF OPERATIONS
bill for a customer in the former Savannah Electric territory. The impact for business customers would depend upon the customer’s specific rate class and usage.
     The request would increase Georgia Power’s revenues by $556 million a year, of which approximately $106 million relates to collection of the existing under recovered fuel costs. As of the end of March 2006, Savannah Electric had an under recovered fuel balance of $81 million, and Georgia Power had an under recovered fuel balance of about $784 million, including approximately $392 million related to fuel used since June 2005. The proposed fuel rates are based on an amortization period of 35 months for Georgia Power customers and 41 months for former Savannah Electric territory customers. Hearings are scheduled for May 2006 and the Georgia PSC is expected to rule on this matter in June 2006. The outcome of this matter cannot be determined at this time. See Note 3 to the financial statements of Georgia Power under “Retail Regulatory Matters — Fuel Cost Recovery” in Item 8 of the Form 10-K for additional information.
Nuclear
As part of a potential expansion of Plant Vogtle, Georgia Power and Southern Nuclear Operating Company, Inc. have notified the NRC of their intent to apply for an early site permit (ESP) this year and a combined construction and operating license (COL) in 2008. Ownership agreements have been signed with each of the existing Plant Vogtle co-owners. In February 2006, Georgia Power filed a request with the Georgia PSC to establish an accounting order that would allow Georgia Power to defer for future recovery the ESP and COL costs, of which Georgia Power’s portion is estimated to total approximately $51 million over the next four years. A hearing is scheduled for May 25, 2006, and the Georgia PSC is expected to rule on the request by the end of June 2006. The ultimate outcome of this matter cannot now be determined. At this point, no final decision has been made regarding actual construction. Any new generation resource must be certified by the Georgia PSC in a separate proceeding.
Other Matters
Georgia Power has entered into three PPAs for a total of approximately 1,000 MW annually from June 2009 through May 2024. These agreements are subject to certification by the Georgia PSC in accordance with the capacity needs identified in Georgia Power’s Integrated Resource Plan. These agreements satisfy approximately 550 MW of growth, replace an existing 450 MW agreement that expires in May 2009, and are expected to result in higher operating and maintenance expenses that will be subject to recovery through future base rates.
     On February 23, 2006, approximately 170 current and former employees of Georgia Power filed a collective action against Georgia Power in the U.S. District Court for the Northern District of Georgia, alleging that Georgia Power violated the Fair Labor Standards Act by failing to properly compensate certain employees (primarily linemen and crew leaders whose work is governed by a union collective bargaining agreement) while the employees were subject to being called back into work under on-call work rules and regulations. The plaintiffs are seeking overtime compensation for on-call time for the three-year period prior to the filing of the action, liquidated damages in an amount equal to unpaid overtime compensation they say they have been denied, declaratory and injunctive relief, and attorney’s fees and expenses of litigation. Georgia Power believes that it has complied with the provisions of the Fair Labor Standards Act and it intends to vigorously defend this action. The ultimate outcome of this matter cannot now be determined; however, an adverse outcome could result in the payment of substantial damages.
     Georgia Power is subject to certain claims and legal actions arising in the ordinary course of business. In addition, Georgia 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

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
property damage, personal injury, and citizen enforcement of environmental requirements such as opacity and other air quality standards, 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. The ultimate outcome of such pending or potential litigation against Georgia Power cannot be predicted at this time; however, for current proceedings not specifically reported herein or in Note 3 to the financial statements of Georgia Power in Item 8 of the Form 10-K, management does not anticipate that the liabilities, if any, arising from such proceedings would have a material adverse effect on Georgia Power’s financial statements.
     See the Notes to the Condensed Financial Statements herein for discussion of various other contingencies, regulatory matters, and other matters being litigated which may affect future earnings potential.
ACCOUNTING POLICIES
Application of Critical Accounting Policies and Estimates
Georgia Power prepares its financial statements in accordance with accounting principles generally accepted in the United States. Significant accounting policies are described in Note 1 to the financial statements of Georgia Power in Item 8 of the Form 10-K. In the application of these policies, certain estimates are made that may have a material impact on Georgia Power’s results of operations and related disclosures. Different assumptions and measurements could produce estimates that are significantly different from those recorded in the financial
statements. Also see MANAGEMENT’S DISCUSSION AND ANALYSIS — ACCOUNTING POLICIES — “Application of Critical Accounting Policies and Estimates” of Georgia Power in Item 7 of the Form 10-K for a complete discussion of Georgia Power’s critical accounting policies and estimates related to Electric Utility Regulation, Contingent Obligations, and Unbilled Revenues.
New Accounting Standards
On January 1, 2006, Georgia Power adopted FASB Statement No. 123(R), “Share-Based Payment,” using the modified prospective method. This statement requires that compensation cost relating to share-based payment transactions be recognized in the financial statements. That cost will be measured based on the grant date fair value of the equity or liability instruments issued. Although the compensation expense required under the revised statement differs slightly, the impacts on Georgia Power’s financial statements are similar to the pro forma disclosures previously included in Note 1 to the financial statements of Georgia Power under “Stock Options” in Item 8 of the Form 10-K and in Note (C) to the Condensed Financial Statements herein. Total pre-tax compensation cost related to non-vested awards not yet recognized is expected to be approximately $4.1 million over the remaining three-year service period.
FINANCIAL CONDITION AND LIQUIDITY
Overview
Georgia Power’s financial condition remained stable at March 31, 2006. Net cash flow from operating activities decreased $28.5 million for the first three months of 2006 compared to the same period in 2005. The decrease in 2006 is primarily the result of higher fuel inventories and an increase in under recovered deferred fuel costs. Year-to-date 2006, gross property additions were $217.8 million. These additions were primarily related to the construction of transmission and distribution facilities, purchases of nuclear fuel, and purchases of equipment to comply with environmental standards. The majority of funds for these additions and other capital requirements were derived primarily from financing activities and capital contributions from Southern Company. See Georgia Power’s Condensed Statements of Cash Flows herein for further details.

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GEORGIA POWER COMPANY
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Capital Requirements and Contractual Obligations
See MANAGEMENT’S DISCUSSION AND ANALYSIS — FINANCIAL CONDITION AND LIQUIDITY “Capital Requirements and Contractual Obligations” of Georgia Power in Item 7 of the Form 10-K for a description of Georgia Power’s capital requirements for its construction program, scheduled maturities of long-term debt, as well as related interest, lease obligations, purchase commitments, and trust funding requirements. Since December 31, 2005, Georgia Power entered into three PPAs that, subject to certification by the Georgia PSC, are expected to result in additional obligations of $55 million in 2009-2010 and $483 million thereafter. Approximately $2.8 million will be required by March 31, 2007 for redemptions and maturities of long-term debt.
Sources of Capital
Georgia Power plans to obtain the funds required for construction and other purposes from sources similar to those utilized in the past, which were primarily operating cash flows, with capital contributions from Southern Company, short-term debt, and external security issuances providing additional funds. However, the type and timing of any future financings, if needed, will depend on market conditions, regulatory approval, and other factors. See MANAGEMENT’S DISCUSSION AND ANALYSIS — FINANCIAL CONDITION AND LIQUIDITY — “Sources of Capital” of Georgia Power in Item 7 of the Form 10-K for additional information.
     To meet short-term cash needs and contingencies, Georgia Power had at March 31, 2006 approximately $12.8 million of cash and cash equivalents and $778 million of unused credit arrangements with banks. Of these facilities, $70.4 million expire in 2006, $350 million expire in 2007, and $358 million expire in 2010. The facilities that expire in 2006 contain provisions allowing two-year term loans executable at expiration. See Note 6 to the financial statements of Georgia Power under “Bank Credit Arrangements” in Item 8 of the Form 10-K for additional information. Georgia Power expects to renew its credit facilities, as needed, prior to expiration. These unused credit arrangements provide liquidity support to Georgia Power’s obligations with respect to variable rate pollution control bonds and commercial paper. Georgia Power may also meet short-term cash needs through a Southern Company subsidiary organized to issue and sell commercial paper and extendible commercial notes at the request and for the benefit of Georgia Power and other Southern Company subsidiaries. At March 31, 2006, Georgia Power had approximately $608.8 million of commercial paper and no extendible commercial notes outstanding. Management believes that the need for working capital can be adequately met by utilizing commercial paper programs and lines of credit without maintaining large cash balances.
Credit Rating Risk
Georgia Power does not have any credit arrangements 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 BBB- or Baa3 or below. Generally, collateral may be provided for by a Southern Company guaranty, letter of credit, or cash. These contracts are primarily for physical electricity purchases and sales. At March 31, 2006, the maximum potential collateral requirements at a BBB- or Baa3 rating were approximately $8 million. The maximum potential collateral requirements at a rating below BBB- or Baa3 were approximately $247 million. Georgia Power, along with all members of the Southern Company power pool, is also party to certain derivative agreements that could require collateral and/or accelerated payment in the event of a credit rating change to below investment grade for it and/or Alabama Power. These agreements are primarily for natural gas price risk management activities. At March 31, 2006, Georgia Power’s total exposure to these types of agreements was approximately $11 million.

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GEORGIA POWER COMPANY
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Market Price Risk
Georgia Power’s market risk exposures relative to interest rate changes have not changed materially compared with the December 31, 2005 reporting period. In addition, Georgia Power 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 Power 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 Power enters into fixed-price contracts for the purchase and sale of electricity through the wholesale electricity market. Georgia Power has also implemented a fuel hedging program at the instruction of the Georgia PSC.
     The fair value of derivative energy contracts at March 31, 2006 was as follows:
         
    First Quarter 2006  
    Changes  
 
    Fair Value  
 
    (in millions)  
Contracts beginning of period
  $ 26.6  
Contracts realized or settled
      (5.3)  
New contracts at inception
      —  
Changes in valuation techniques
      —  
Current period changes (a)
      (41.5)  
 
Contracts at March 31, 2006
  $   (20.2)  
 
 
(a)   Current period changes also include the changes in fair value of new contracts entered into during the period.
                         
    Source of March 31, 2006  
    Valuation Prices  
 
    Total     Maturity
    Fair Value     Year 1     1-3 Years  
 
            (in millions)          
Actively quoted
  $ (20.2 )   $ (27.5 )   $ 7.3  
External sources
                 
Models and other methods
                 
 
Contracts at March 31, 2006
  $ (20.2 )   $ (27.5 )   $ 7.3  
 
     Unrealized gains and losses from mark to market adjustments on derivative contracts related to Georgia Power’s 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 Georgia Power’s fuel cost recovery mechanism. Of the net gains, Georgia Power is allowed to retain 25 percent in earnings. See Note 3 to the financial statements of Georgia Power under “Retail Regulatory Matters — Fuel Hedging Program” in Item 8 of the Form 10-K for additional information. Gains and losses on derivative contracts that are not designated as hedges are recognized in the statements of income as incurred. At March 31, 2006, the fair value gain/(loss) of all derivative energy contracts was reflected in the financial statements as follows:

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
         
    Amounts  
 
    (in millions)  
Regulatory assets, net
  $ (20.2 )
Accumulated other comprehensive income
     
Net income
     
 
Total fair value loss
  $ (20.2 )
 
     Unrealized pre-tax gains and losses recognized in income were not material for any period presented.
     For additional information, see MANAGEMENT’S DISCUSSION AND ANALYSIS — FINANCIAL CONDITION AND LIQUIDITY — “Market Price Risk” of Georgia Power in Item 7 and Notes 1 and 6 to the financial statements of Georgia Power under “Financial Instruments” in Item 8 of the Form 10-K and Note (F) to the Condensed Financial Statements herein.
Financing Activities
Georgia Power did not issue any long-term securities during the first three months of 2006. In January 2006, all outstanding shares of the remaining issue of preferred stock were redeemed. In February 2006, Georgia Power redeemed $150 million of Series G 6.200% Senior Notes. Also during the first quarter, Georgia Power entered into two derivative transactions to reduce its exposure to interest rate risk. The transactions consisted of a hedge of an anticipated $150 million senior note issuance in 2006 and a hedge of an anticipated $225 million senior note issuance in 2007.
     In addition to any financings that may be necessary to meet capital requirements and contractual obligations, Georgia Power plans to continue, when economically feasible, a program to retire higher-cost securities and replace these obligations with lower-cost capital if market conditions permit.

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GULF POWER COMPANY

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GULF POWER COMPANY
CONDENSED STATEMENTS OF INCOME (UNAUDITED)
                 
    For the Three Months  
    Ended March 31,  
    2006     2005  
    (in thousands)
Operating Revenues:
               
Retail revenues
  $ 179,317     $ 162,282  
Sales for resale —
               
Non-affiliates
    20,838       19,712  
Affiliates
    52,608       32,600  
Other revenues
    10,279       10,003  
 
           
Total operating revenues
    263,042       224,597  
 
           
Operating Expenses:
               
Fuel
    121,241       92,630  
Purchased power —
               
Non-affiliates
    4,796       5,108  
Affiliates
    6,990       6,012  
Other operations
    43,490       33,769  
Maintenance
    14,572       17,599  
Depreciation and amortization
    21,985       20,749  
Taxes other than income taxes
    18,889       17,501  
 
           
Total operating expenses
    231,963       193,368  
 
           
Operating Income
    31,079       31,229  
Other Income and (Expense):
               
Interest income
    781       255  
Interest expense, net of amounts capitalized
    (9,272 )     (8,260 )
Interest expense to affiliate trusts
    (1,148 )     (1,148 )
Other income (expense), net
    (550 )     192  
 
           
Total other income and (expense)
    (10,189 )     (8,961 )
 
           
Earnings Before Income Taxes
    20,890       22,268  
Income taxes
    7,663       7,568  
 
           
Net Income
    13,227       14,700  
Dividends on Preferred and Preference Stock
    825       54  
 
           
Net Income After Dividends on Preferred and Preference Stock
  $ 12,402     $ 14,646  
 
           
CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)
                 
    For the Three Months  
    Ended March 31,  
    2006     2005  
    (in thousands)  
Net Income After Dividends on Preferred and Preference Stock
  $ 12,402     $ 14,646  
Other comprehensive income (loss):
               
Reclassification adjustment for amounts included in net income, net of tax of $31 and $31, respectively
    50       51  
 
           
COMPREHENSIVE INCOME
  $ 12,452     $ 14,697  
 
           
The accompanying notes as they relate to Gulf Power are an integral part of these condensed financial statements.

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GULF POWER COMPANY
CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)
                 
    For the Three Months  
    Ended March 31,  
    2006     2005  
    (in thousands)  
Operating Activities:
               
Net income
  $ 13,227     $ 14,700  
Adjustments to reconcile net income to net cash provided from operating activities —
               
Depreciation and amortization
    23,488       22,209  
Deferred income taxes
    (6,462 )     (2,230 )
Pension, postretirement, and other employee benefits
    1,358       1,219  
Stock option expense
    599        
Tax benefit of stock options
    48       534  
Other, net
    3,222       (3,950 )
Changes in certain current assets and liabilities —
               
Receivables
    26,332       28,839  
Fossil fuel stock
    (7,852 )     (11,650 )
Materials and supplies
    (153 )     464  
Prepaid income taxes
    295       732  
Property damage cost recovery
    5,116        
Other current assets
    556       4,898  
Accounts payable
    (3,142 )     (8,853 )
Accrued taxes
    10,280       (150 )
Accrued compensation
    (15,594 )     (11,504 )
Other current liabilities
    5,889       5,878  
 
           
Net cash provided from operating activities
    57,207       41,136  
 
           
Investing Activities:
               
Property additions
    (38,277 )     (37,238 )
Cost of removal net of salvage
    (945 )     (1,731 )
Construction payables
    (3,747 )     (12,236 )
Other
    (19 )     (10 )
 
           
Net cash used for investing activities
    (42,988 )     (51,215 )
 
           
Financing Activities:
               
Decrease in notes payable, net
    (8,184 )      
Proceeds —
               
Capital contributions from parent company
    21,000        
Gross excess tax benefit of stock options
    125        
Payment of preferred and preference stock dividends
    (825 )     (54 )
Payment of common stock dividends
    (17,575 )     (17,100 )
Other
    (602 )     (171 )
 
           
Net cash used for financing activities
    (6,061 )     (17,325 )
 
           
Net Change in Cash and Cash Equivalents
    8,158       (27,404 )
Cash and Cash Equivalents at Beginning of Period
    3,847       64,829  
 
           
Cash and Cash Equivalents at End of Period
  $ 12,005     $ 37,425  
 
           
Supplemental Cash Flow Information:
               
Cash paid during the period for —
               
Interest (net of $7 and $317 capitalized for 2006 and 2005, respectively)
  $ 9,261     $ 28,562  
Income taxes (net of refunds)
  $ 2,935     $ 6,720  
The accompanying notes as they relate to Gulf Power are an integral part of these condensed financial statements.

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GULF POWER COMPANY
CONDENSED BALANCE SHEETS (UNAUDITED)
                 
    At March 31,     At December 31,  
Assets   2006     2005  
    (in thousands)  
Current Assets:
               
Cash and cash equivalents
  $ 12,005     $ 3,847  
Receivables —
               
Customer accounts receivable
    46,710       51,567  
Unbilled revenues
    32,695       39,951  
Under recovered regulatory clause revenues
    26,284       33,205  
Other accounts and notes receivable
    12,690       10,533  
Affiliated companies
    14,508       24,001  
Accumulated provision for uncollectible accounts
    (1,013 )     (1,134 )
Fossil fuel stock, at average cost
    52,592       44,740  
Materials and supplies, at average cost
    33,129       32,976  
Property damage cost recovery
    29,213       28,744  
Other regulatory assets
    17,124       9,895  
Other
    12,338       19,636  
 
           
Total current assets
    288,275       297,961  
 
           
Property, Plant, and Equipment:
               
In service
    2,521,058       2,502,057  
Less accumulated provision for depreciation
    879,112       865,989  
 
           
 
    1,641,946       1,636,068  
Construction work in progress
    32,794       28,177  
 
           
Total property, plant, and equipment
    1,674,740       1,664,245  
 
           
Other Property and Investments
    6,755       6,736  
 
           
Deferred Charges and Other Assets:
               
Deferred charges related to income taxes
    17,158       17,379  
Prepaid pension costs
    46,401       46,374  
Other regulatory assets
    114,892       123,258  
Other
    21,000       19,844  
 
           
Total deferred charges and other assets
    199,451       206,855  
 
           
Total Assets
  $ 2,169,221     $ 2,175,797  
 
           
The accompanying notes as they relate to Gulf Power are an integral part of these condensed financial statements.

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GULF POWER COMPANY
CONDENSED BALANCE SHEETS (UNAUDITED)
                 
    At March 31,     At December 31,  
Liabilities and Stockholder's Equity   2006     2005  
    (in thousands)  
Current Liabilities:
               
Securities due within one year
  $ 37,075     $ 37,075  
Notes payable
    81,280       89,465  
Accounts payable —
               
Affiliated
    30,268       36,717  
Other
    36,203       44,139  
Customer deposits
    19,692       18,834  
Accrued taxes —
               
Income taxes
    20,463       12,823  
Other
    11,356       11,689  
Accrued interest
    8,516       7,713  
Accrued compensation
    4,527       20,336  
Other regulatory liabilities
    11,669       15,671  
Other
    32,852       21,844  
 
           
Total current liabilities
    293,901       316,306  
 
           
Long-term Debt
    544,489       544,388  
 
           
Long-term Debt Payable to Affiliated Trusts
    72,166       72,166  
 
           
Deferred Credits and Other Liabilities:
               
Accumulated deferred income taxes
    253,448       256,490  
Accumulated deferred investment tax credits
    16,103       16,569  
Employee benefit obligations
    57,620       56,235  
Other cost of removal obligations
    156,485       153,665  
Other regulatory liabilities
    24,652       26,795  
Other
    77,474       76,948  
 
           
Total deferred credits and other liabilities
    585,782       586,702  
 
           
Total Liabilities
    1,496,338       1,519,562  
 
           
Preference Stock
    53,891       53,891  
 
           
Common Stockholder’s Equity:
               
Common stock, without par value—
               
Authorized - 20,000,000 shares
               
Outstanding - 992,717 shares
    38,060       38,060  
Paid-in capital
    422,586       400,815  
Retained earnings
    161,106       166,279  
Accumulated other comprehensive loss
    (2,760 )     (2,810 )
 
           
Total common stockholder’s equity
    618,992       602,344  
 
           
Total Liabilities and Stockholder’s Equity
  $ 2,169,221     $ 2,175,797  
 
           
The accompanying notes as they relate to Gulf Power are an integral part of these condensed financial statements.

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GULF POWER COMPANY
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
FIRST QUARTER 2006 vs. FIRST QUARTER 2005
OVERVIEW
Gulf Power operates as a vertically integrated utility providing electricity to retail customers within its traditional service area located in northwest Florida and to wholesale customers in the Southeast. Many factors affect the opportunities, challenges, and risks of Gulf Power’s business of selling electricity. These factors include the ability to maintain a stable regulatory environment, to achieve energy sales growth while containing costs, and to recover rising costs. These costs include those related to growing demand, increasingly stringent environmental standards, fuel prices, and storm restoration costs. Appropriately balancing environmental expenditures with customer prices will continue to challenge Gulf Power for the foreseeable future.
     Hurricanes Dennis and Katrina hit Gulf Power’s service territory in July and August 2005, respectively. As a result of these storms, as well as Hurricane Ivan in September 2004, Gulf Power has incurred significant restoration costs. Gulf Power continues to work with the Florida PSC to enable the timely recovery of these costs. See MANAGEMENT’S DISCUSSION AND ANALYSIS — FUTURE EARNINGS POTENTIAL — “PSC Matters — Storm Damage Cost Recovery” of Gulf Power in Item 7 of the Form 10-K and FUTURE EARNINGS POTENTIAL — “FERC and Florida PSC Matters — Storm Damage Cost Recovery” herein for additional information.
     Gulf Power continues to focus on several key performance indicators. These indicators include customer satisfaction, plant availability, system reliability, and net income. For additional information on these indicators, see MANAGEMENT’S DISCUSSION AND ANALYSIS — OVERVIEW — “Key Performance Indicators” of Gulf Power in Item 7 of the Form 10-K.
RESULTS OF OPERATIONS
Earnings
Gulf Power’s net income after dividends on preferred and preference stock for the first quarter 2006 was $12.4 million compared to $14.6 million for the corresponding period in 2005. Earnings in the first quarter 2006 decreased by $2.2 million, or 15.3%, primarily due to lower retail base revenues due to mild weather and higher non-fuel operating expenses, excluding expenses related to Hurricane Ivan, which are offset by revenues and do not affect earnings.
     Significant income statement items appropriate for discussion include the following:
                 
    Increase (Decrease)  
    First Quarter  
    (in thousands)     %  
Retail revenues
  $ 17,035       10.5  
Sales for resale — non-affiliates
    1,126       5.7  
Sales for resale — affiliates
    20,008       61.4  
Fuel expense
    28,611       30.9  
Other operations expense
    9,721       28.8  
Maintenance expense
    (3,027 )     (17.2 )
Interest expense, net of amounts capitalized
    1,012       12.3  

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
     Retail revenues. The chart below reflects the primary drivers of the 10.5% increase in retail revenues in the first quarter 2006 when compared to the corresponding period in the prior year. Excluding revenues related to fuel and other cost recovery, which do not affect net income, retail revenues decreased by $0.9 million, or 0.6%, for the first quarter 2006 as compared to the corresponding period in 2005. Retail energy sales to residential, commercial, and industrial customers decreased by 3.1%, increased by 2.8%, and decreased by 1.6%, respectively, in the first quarter 2006 as compared to the same period in 2005. Commercial sales increased primarily due to customer growth. Residential sales decreased due to unfavorable weather, while industrial sales decreased due to higher fuel prices, driving such customers to lower utilization of electricity. Other cost recovery for the first quarter 2006 includes approximately $5.5 million of revenues related to the recovery of expenses for Hurricane Ivan as approved by the Florida PSC. See Note 3 to the financial statements of Gulf Power under “Retail Regulatory Matters — Storm Damage Cost Recovery” in Item 8 of the Form 10-K and FUTURE EARNINGS POTENTIAL — “FERC and Florida PSC Matters — Storm Damage Cost Recovery” herein for additional information on storm damage cost recovery related to Hurricane Ivan.
     Details of retail revenues are as follows:
                 
 
    First Quarter 2006  
 
    (in thousands)     %  
Retail — prior year
  $ 162,282          
Change in —
       
Sales growth
    (1,066 )     (0.7 )
Weather
    152       0.1  
Fuel cost recovery
    8,210       5.1  
Other cost recovery
    9,739       6.0  
 
Retail — current year
  $ 179,317       10.5 %
 
     Sales for resale — non-affiliates. The increase in sales for resale to non-affiliates during the first quarter 2006, as compared to the same period in 2005, is primarily the result of higher coal prices. These transactions have a minimal effect on earnings because the energy is generally sold at variable cost.
     Sales for resale — affiliates. Revenues from sales for resale to affiliates will vary depending on demand and the availability and cost of generating resources at each company within the Southern Company system. These affiliate sales are made in accordance with the IIC, as approved by the FERC. These transactions do not have a significant impact on earnings since this energy is generally sold at marginal cost. The increase in sales for resale to affiliates in the first quarter 2006, compared to the same period in 2005, is primarily a result of increased sales of available generation at a higher unit cost due to higher fuel prices.
     Fuel expense. Fuel expense increased $28.6 million in the first quarter 2006 when compared to the same period in 2005 due to a $17.3 million increase in the cost of fuel and a $11.3 million increase related to greater total KWHs generated. In the first quarter 2006, the cost of fuel was higher than the same period in 2005 primarily due to a 29.0% increase in coal prices and a 38.3% increase in natural gas prices. Since energy expenses are generally offset by energy revenues through Gulf Power’s fuel cost recovery mechanism, these expenses do not have a material impact on net income. See FUTURE EARNINGS POTENTIAL — “FERC and Florida PSC Matters — Fuel Cost Recovery” herein for additional information.
     Other operations expense. The $9.7 million increase in other operations expense during the first quarter 2006, as compared to the same period in 2005, is primarily due to the recovery of Hurricane Ivan restoration costs as approved by the Florida PSC. Since these costs are recognized as revenues are collected, there is no impact on net income. See Note 3 to the financial statements of Gulf Power under “Retail Regulatory Matters — Storm Damage Cost Recovery” in Item 8 of the Form 10-K and FUTURE EARNINGS POTENTIAL — “FERC and Florida PSC Matters — Storm Damage Cost Recovery” herein for additional information.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
     Maintenance expense. In the first quarter 2006, maintenance expense was $3 million lower than the same period in 2005 primarily due to a delay in scheduled maintenance performed on power generation facilities in 2006.
     Interest expense, net of amounts capitalized. In the first quarter 2006, interest expense, net of amounts capitalized, was $1 million higher than the same period in 2005 primarily due to higher interest rates on variable-rate pollution control bonds and the issuance of $60 million in senior notes in August 2005.
FUTURE EARNINGS POTENTIAL
The results of operations discussed above are not necessarily indicative of Gulf Power’s future earnings potential. The level of future earnings depends on numerous factors that affect the opportunities, challenges, and risks of Gulf Power’s primary business of selling electricity. These factors include the ability of Gulf Power to maintain a stable regulatory environment that continues to allow for the recovery of all prudently incurred costs. Future earnings in the near term will depend, in part, upon growth in energy sales, which is subject to a number of factors. These factors include weather, competition, new energy contracts with neighboring utilities, energy conservation practiced by customers, the price of electricity, the price elasticity of demand, and the rate of economic growth in Gulf Power’s service area. For additional information relating to these issues, see RISK FACTORS in Item 1A and MANAGEMENT’S DISCUSSION AND ANALYSIS — FUTURE EARNINGS POTENTIAL of Gulf Power in Item 7 of the Form 10-K.
Environmental Matters
Compliance costs related to the Clean Air Act and other environmental regulations could affect earnings if such costs cannot be fully recovered in rates on a timely basis. For additional information, including information on certain environmental litigation, see MANAGEMENT’S DISCUSSION AND ANALYSIS — FUTURE EARNINGS POTENTIAL — “Environmental Matters” of Gulf Power in Item 7 and Note 3 to the financial statements of Gulf Power under “New Source Review Actions” and “Environmental Remediation” in Item 8 of the Form 10-K.
New Source Review Reform Rules
On October 20, 2005, the EPA published a proposed rule clarifying the test for determining when an emissions increase is subject to the NSR requirements. On March 17, 2006, the U.S. Court of Appeals for the District of Columbia Circuit vacated the EPA’s proposed rule which sought to clarify the scope of the existing Routine Maintenance, Repair, and Replacement Exclusion. Because this rule was not yet in effect, the court’s ruling is not anticipated to have any impact on Gulf Power. See MANAGEMENT’S DISCUSSION AND ANALYSIS — FUTURE EARNINGS POTENTIAL — “Environmental Matters — New Source Review Actions” of Gulf Power in Item 7 and Note 3 to the financial statements of Gulf Power under “Environmental Matters — New Source Review Actions” in Item 8 of the Form 10-K for additional information.
FERC and Florida PSC Matters
Market-Based Rate Authority
See MANAGEMENT’S DISCUSSION AND ANALYSIS FUTURE EARNINGS POTENTIAL — “FERC Matters — Market-Based Rate Authority” of Gulf Power in Item 7 and Note 3 to the financial statements of Gulf Power under “FERC Matters — Market-Based Rate Authority” in Item 8 of the Form 10-K for information on the FERC’s April 2004 order adopting a new interim analysis for measuring generation market power and a proceeding initiated by the FERC in December 2004 to assess Southern Company’s

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
generation dominance within its retail service territory. Gulf Power has authorization from the FERC to sell power to non-affiliates at market-based prices. Gulf Power also has FERC authority to make short-term opportunity sales at market rates. Specific FERC approval must be obtained with respect to a market-based contract with an affiliate. On February 15, 2005, Southern Company submitted additional information related to generation dominance in its retail service territory. A hearing before an administrative law judge scheduled for March 2006 has been held in abeyance to allow the parties to explore settlement. Any new market-based rate transactions in its retail service territory entered into after February 27, 2005 will be subject to refund to the level of the default cost-based rates, pending the outcome of the proceeding. The impact of such sales through March 31, 2006 is not expected to exceed $0.8 million for Gulf Power. The refund period covers 15 months. In the event that the FERC’s default mitigation measures are ultimately applied, Gulf Power may be required to charge cost-based rates for certain wholesale sales in the Southern Company retail service territory, which may be lower than negotiated market-based rates. The final outcome of this matter will depend on the form in which the final methodology for assessing generation market power and mitigation rules may be ultimately adopted and cannot be determined at this time.
     In addition, in May 2005, the FERC initiated an investigation to determine whether Southern Company satisfies the other three parts of the FERC’s market-based rate analysis: transmission market power, barriers to entry, and affiliate abuse or reciprocal dealing. The FERC established a new 15-month refund period related to this expanded investigation. Any new market-based rate transactions involving any Southern Company subsidiary will be subject to refund to the extent the FERC orders lower rates as a result of this new investigation, with the refund period beginning July 19, 2005. The impact of such sales involving Gulf Power through March 31, 2006 is not expected to exceed $2 million, of which $0.6 million relates to sales inside the retail service territory discussed above. The FERC also directed that this expanded proceeding be held in abeyance pending the outcome of the proceeding on the IIC discussed below.
     Gulf Power believes that there is no meritorious basis for this proceeding and is vigorously defending itself in this matter. However, the final outcome of this matter, including any remedies to be applied in the event of an adverse ruling in this proceeding, cannot now be determined.
Intercompany Interchange Contract
Also in May 2005, the FERC initiated a new proceeding to examine (1) the provisions of the IIC among Alabama Power, Georgia Power, Gulf Power, Mississippi Power, Savannah Electric, Southern Power, and SCS, as agent, under the terms of which the power pool of Southern Company is operated, and, in particular, the propriety of the continued inclusion of Southern Power as a party to the IIC, (2) whether any parties to the IIC have violated the FERC’s standards of conduct applicable to utility companies that are transmission providers, and (3) whether Southern Company’s code of conduct defining Southern Power as a “system company” rather than a “marketing affiliate” is just and reasonable. In connection with the formation of Southern Power, the FERC authorized Southern Power’s inclusion in the IIC in 2000. The FERC also previously approved Southern Company’s code of conduct. The FERC order directs that the administrative law judge who presided over a proceeding involving approval of PPAs between Southern Power and Georgia Power and Savannah Electric be assigned to preside over the hearing in this proceeding and that the testimony and exhibits presented in that proceeding be preserved to the extent appropriate. Effective July 19, 2005, revenues from transactions under the IIC involving any Southern Company subsidiaries will be subject to refund to the extent the FERC orders any changes to the IIC. On April 11, 2006, Southern Company, Calpine Corporation, Coral Energy, and Dalton Utilities filed a settlement offer that would resolve the proceeding. The offer is pending before the FERC and does not require any refunds. However, because the offer is pending, the final outcome of this matter cannot now be determined. See MANAGEMENT’S DISCUSSION AND ANALYSIS — FUTURE EARNINGS POTENTIAL — “FERC Matters — Intercompany Interchange Contract” of Gulf Power in Item 7 and Note 3 to the financial statements of Gulf Power under “FERC Matters — Intercompany Interchange Contract” in Item 8 of the Form 10-K for additional information.

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GULF POWER COMPANY
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Storm Damage Cost Recovery
In July and August 2005, Hurricanes Dennis and Katrina, respectively, hit the Gulf Coast of the United States and caused significant damage within Gulf Power’s service area. Hurricane Ivan hit the Gulf Coast of Florida and Alabama in September 2004, also causing significant damage to Gulf Power’s service area. Gulf Power maintains a reserve to cover the cost of damages from major storms to its transmission and distribution lines and the cost of uninsured damages to its generation facilities and other property. As of March 31, 2006, the deficit balance in Gulf Power’s property damage reserve account totaled approximately $41.3 million, of which approximately $3.5 million and $37.8 million, respectively, is included in the Condensed Balance Sheets herein under “Current Assets” and “Deferred Charges and Other Assets.” As of March 31, 2006, Gulf Power had recovered $26.7 million of the costs allowed for recovery related to Hurricane Ivan. See MANAGEMENT’S DISCUSSION AND ANALYSIS — FUTURE EARNINGS POTENTIAL — “PSC Matters — Storm Damage Cost Recovery” of Gulf Power in Item 7 and Note 3 to the financial statements of Gulf Power under “Retail Regulatory Matters — Storm Damage Cost Recovery” in Item 8 of the Form 10-K for additional information.
Fuel Cost Recovery
Gulf Power has established fuel cost recovery rates approved by the Florida PSC. In recent quarters, Gulf Power has continued to experience higher than expected fuel costs for coal and natural gas. If the projected fuel revenue over or under recovery exceeds 10 percent of the projected fuel costs for the period, Gulf Power is required to notify the Florida PSC to determine if an adjustment to the fuel cost recovery factor is necessary. Under recovered fuel costs at March 31, 2006 totaled $24.8 million, and are included in “Under Recovered Regulatory Clause Revenues” on the balance sheet. Fuel cost recovery revenues, as recorded on the financial statements, are adjusted for differences in actual recoverable costs and amounts billed in current regulated rates. Accordingly, any change in the billing factor would have no significant effect on Gulf Power’s revenues or net income, but would change cash flow.
Other Matters
Gulf Power is subject to certain claims and legal actions arising in the ordinary course of business. In addition, Gulf 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 such as opacity and other air quality standards, 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. The ultimate outcome of such pending or potential litigation against Gulf Power cannot be predicted at this time; however, for current proceedings not specifically reported herein or in Note 3 to the financial statements of Gulf Power in Item 8 of the Form 10-K, management does not anticipate that the liabilities, if any, arising from such proceedings would have a material adverse effect on Gulf Power’s financial statements.
     See Note (B) to the Condensed Financial Statements herein for discussion of various other contingencies, regulatory matters, and other matters being litigated which may affect future earnings potential.
ACCOUNTING POLICIES
Application of Critical Accounting Policies and Estimates
Gulf Power prepares its financial statements in accordance with accounting principles generally accepted in the United States. Significant accounting policies are described in Note 1 to the financial statements of Gulf Power in Item 8 of the Form 10-K. In the application of these policies, certain estimates are made that may have a

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
material impact on Gulf Power’s results of operations and related disclosures. Different assumptions and measurements could produce estimates that are significantly different from those recorded in the financial statements. See MANAGEMENT’S DISCUSSION AND ANALYSIS — ACCOUNTING POLICIES — “Application of Critical Accounting Policies and Estimates” of Gulf Power in Item 7 of the Form 10-K for a complete discussion of Gulf Power’s critical accounting policies and estimates related to Electric Utility Regulation, Contingent Obligations, and Unbilled Revenues.
New Accounting Standards
On January 1, 2006, Gulf Power adopted FASB Statement No. 123(R), “Share-Based Payment,” using the modified prospective method. This statement requires that compensation cost relating to share-based payment transactions be recognized in the financial statements. That cost will be measured based on the grant date fair value of the equity or liability instruments issued. Although the compensation expense required under the revised statement differs slightly, the impacts on Gulf Power’s financial statements are similar to the pro forma disclosures previously included in Note 1 to the financial statements of Gulf Power under “Stock Options” in Item 8 of the Form 10-K and in Note (C) to the Condensed Financial Statements herein. Total pre-tax compensation cost related to non-vested awards not yet recognized is expected to be approximately $0.9 million over the remaining three-year service period.
FINANCIAL CONDITION AND LIQUIDITY
Overview
Gulf Power’s financial condition remained stable at March 31, 2006. Net cash flow from operating activities totaled $57.2 million for the first quarter 2006, compared to $41.1 million for the corresponding period in 2005. The $16.1 million increase in 2006 resulted primarily from cost recovery related to Hurricane Ivan and a decrease in payments related to storm damage costs. Gross property additions to utility plant were $28.7 million in the first quarter 2006. Funds for Gulf Power’s property additions were provided by operating activities and other financing activities. See Gulf Power’s Condensed Statements of Cash Flows herein for further details.
Capital Requirements and Contractual Obligations
See MANAGEMENT’S DISCUSSION AND ANALYSIS — FINANCIAL CONDITION AND LIQUIDITY “Capital Requirements and Contractual Obligations” of Gulf Power in Item 7 of the Form 10-K for a description of Gulf Power’s capital requirements for its construction program, lease obligations, preference stock dividends, purchase commitments, and trust funding requirements. Approximately $37.1 million will be required by March 31, 2007 for maturities of long-term debt.
Sources of Capital
Gulf Power plans to obtain the funds required for construction and other purposes from sources similar to those utilized in the past, which were primarily operating cash flows, with capital contributions from Southern Company, short-term debt, and external security issuances providing additional funds. However, the amount, type, and timing of any future financings, if needed, will depend upon regulatory approval, market conditions, and other factors. See MANAGEMENT’S DISCUSSION AND ANALYSIS — FINANCIAL CONDITION AND LIQUIDITY — “Sources of Capital” of Gulf Power in Item 7 of the Form 10-K for additional information. In addition, Gulf Power has filed a petition with the Florida PSC in response to legislation which authorized securitized financing as an alternative financing source for hurricane-related costs. If approved as proposed, the plan will allow Gulf Power to issue securitized storm-recovery bonds.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
     Gulf Power’s current liabilities exceed current assets due to the scheduled maturity of $37.1 million of long-term debt in 2006. To meet short-term cash needs and contingencies, Gulf Power has various internal and external sources of liquidity. At March 31, 2006, Gulf Power had approximately $12 million of cash and cash equivalents and $120.5 million of unused committed lines of credit with banks, all of which will expire in 2006. Gulf Power expects to renew its credit facilities, as needed, prior to expiration. See Note 6 to the financial statements of Gulf Power under “Bank Credit Arrangements” in Item 8 of the Form 10-K for additional information. These credit arrangements provide liquidity support to Gulf Power’s obligations with respect to variable rate pollution control bonds and commercial paper. A portion of these facilities may be used to fund or refinance costs related to Hurricanes Ivan, Dennis, and Katrina. In addition, Gulf Power has substantial cash flow from operating activities. Gulf Power may also meet short-term cash needs through a Southern Company subsidiary organized to issue and sell commercial paper and extendible commercial notes at the request and for the benefit of Gulf Power and other Southern Company subsidiaries. At March 31, 2006, Gulf Power had outstanding $6.3 million in commercial paper and $75 million in bank notes. There were no extendible commercial notes outstanding at March 31, 2006.
Credit Rating Risk
Gulf Power does not have any credit arrangements 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 BBB- or Baa3, or below. Generally, collateral may be provided for by a Southern Company guaranty, letter of credit, or cash. These contracts are primarily for physical electricity purchases and sales. At March 31, 2006, the maximum potential collateral requirements at a BBB- or Baa3 rating were approximately $5 million. The maximum potential collateral requirements at a rating below BBB- or Baa3 were approximately $10 million. Gulf Power, along with all members of the Southern Company power pool, is also party to certain derivative agreements that could require collateral and/or accelerated payment in the event of a credit rating change to below investment grade for Alabama Power and/or Georgia Power. These agreements are primarily for natural gas price risk management activities. At March 31, 2006, Gulf Power’s total exposure to these types of agreements was approximately $11 million.
Market Price Risk
Gulf Power’s market risk exposures relative to interest rate changes have not changed materially compared with the December 31, 2005 reporting period. In addition, Gulf Power is not aware of any facts or circumstances that would significantly affect such exposures in the near term.
     Due to cost-based rate regulation, Gulf Power 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 Power enters into fixed-price contracts for the purchase and sale of electricity through the wholesale electricity market and, to a lesser extent, into similar contracts for natural gas purchases. Gulf Power has implemented a fuel-hedging program with the approval of the Florida PSC.

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GULF POWER COMPANY
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
     The fair value of derivative energy contracts at March 31, 2006 was as follows:
         
    First Quarter  
    2006  
    Changes  
 
    Fair Value  
 
    (in thousands)  
Contracts beginning of period
  $ 11,526  
Contracts realized or settled
    (2,911 )
New contracts at inception
     
Changes in valuation techniques
     
Current period changes (a)
    (11,876 )
 
Contracts at March 31, 2006
  $ (3,261 )
 
 
(a)   Current period changes also include the changes in fair value of new contracts entered into during the period.
                         
    Source of March 31, 2006  
    Valuation Prices  
    Total     Maturity  
    Fair Value     Year 1     1-3 Years  
            (in thousands)          
Actively quoted
  $ (3,260 )   $ (5,959 )   $ 2,699  
External sources
    (1 )     (1 )      
Models and other methods
                 
 
Contracts at March 31, 2006
  $ (3,261 )   $ (5,960 )   $ 2,699  
 
     Unrealized gains and losses from mark-to-market adjustments on derivative contracts related to Gulf Power’s 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 Gulf Power’s fuel cost recovery clause. Gains and losses on derivative contracts that are not designated as hedges are recognized in the statements of income as incurred. At March 31, 2006, the fair value gain/(loss) of derivative energy contracts was reflected in the financial statements as follows:
         
    Amounts  
 
    (in thousands)  
Regulatory assets, net
  $ (3,261 )
Accumulated other comprehensive income
     
Net income
     
 
Total fair value loss
  $ (3,261 )
 
     Unrealized gains (losses) recognized in income were not material for any period presented.
     For additional information, see MANAGEMENT’S DISCUSSION AND ANALYSIS — FINANCIAL CONDITION AND LIQUIDITY — “Market Price Risk” of Gulf Power in Item 7 and Notes 1 and 6 to the financial statements of Gulf Power under “Financial Instruments” in Item 8 of the Form 10-K and Note (F) to the Condensed Financial Statements herein.
Financing Activities
Gulf Power did not issue or redeem any long-term securities in the first quarter of 2006. In addition to any financings that may be necessary to meet capital requirements, contractual obligations, and storm recovery, Gulf Power plans to continue, when economically feasible, a program to retire higher-cost securities and replace these obligations with lower-cost capital if market conditions permit.

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MISSISSIPPI POWER COMPANY

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MISSISSIPPI POWER COMPANY
CONDENSED STATEMENTS OF INCOME (UNAUDITED)
                 
    For the Three Months  
    Ended March 31,  
    2006     2005  
    (in thousands)  
Operating Revenues:
               
Retail revenues
  $ 131,364     $ 131,794  
Sales for resale —
           
Non-affiliates
    61,322       59,586  
Affiliates
    11,772       18,932  
Other revenues
    4,483       4,904  
 
           
Total operating revenues
    208,941       215,216  
 
           
Operating Expenses:
               
Fuel
    78,263       91,039  
Purchased power —
           
Non-affiliates
    4,702       5,419  
Affiliates
    19,036       9,604  
Other operations
    37,277       39,510  
Maintenance
    14,415       15,538  
Depreciation and amortization
    12,320       8,057  
Taxes other than income taxes
    14,200       14,145  
 
           
Total operating expenses
    180,213       183,312  
 
           
Operating Income
    28,728       31,904  
Other Income and (Expense):
               
Interest income
    49       35  
Interest expense
    (4,291 )     (3,526 )
Interest expense to affiliate trusts
    (649 )     (649 )
Other income (expense), net
    943       429  
 
           
Total other income and (expense)
    (3,948 )     (3,711 )
 
           
Earnings Before Income Taxes
    24,780       28,193  
Income taxes
    9,065       10,813  
 
           
Net Income
    15,715       17,380  
Dividends on Preferred Stock
    433       433  
 
           
Net Income After Dividends on Preferred Stock
  $ 15,282     $ 16,947  
 
           
CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)
                 
    For the Three Months  
    Ended March 31,  
    2006     2005  
    (in thousands)  
Net Income After Dividends on Preferred Stock
  $ 15,282     $ 16,947  
Other comprehensive income (loss):
               
Changes in fair value of qualifying hedges, net of tax of $140 and $(172), respectively
    225       (277 )
 
           
COMPREHENSIVE INCOME
  $ 15,507     $ 16,670  
 
           
The accompanying notes as they relate to Mississippi Power are an integral part of these condensed financial statements.

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MISSISSIPPI POWER COMPANY
CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)
                 
    For the Three Months  
    Ended March 31,  
    2006     2005  
    (in thousands)  
Operating Activities:
               
Net income
  $ 15,715     $ 17,380  
Adjustments to reconcile net income to net cash provided from operating activities —
               
Depreciation and amortization
    16,680       15,467  
Deferred income taxes and investment tax credits, net
    10,943       6,956  
Plant Daniel capacity
    (3,252 )     (6,281 )
Pension, postretirement, and other employee benefits
    1,506       1,473  
Stock option expense
    743        
Tax benefit of stock options
    25       1,067  
Other, net
    (8,790 )     66  
Changes in certain current assets and liabilities —
               
Receivables
    54,402       22,285  
Fossil fuel stock
    12,561       (3,553 )
Materials and supplies
    460       (132 )
Other current assets
    (3,764 )     (1,378 )
Hurricane Katrina accounts payable
    (36,088 )      
Other accounts payable
    (51,267 )     (4,327 )
Accrued taxes
    (31,003 )     (20,795 )
Accrued compensation
    (18,661 )     (15,302 )
Over recovered regulatory clause revenues
    (10,797 )     (3,373 )
Other current liabilities
    (6,681 )     (2,328 )
 
           
Net cash provided from (used for) operating activities
    (57,268 )     7,225  
 
           
Investing Activities:
               
Property additions
    (52,798 )     (14,197 )
Cost of removal net of salvage
    (12,229 )     265  
Other
    (10,149 )     (320 )
 
           
Net cash used for investing activities
    (75,176 )     (14,252 )
 
           
Financing Activities:
               
Increase in notes payable, net
    140,974       19,940  
Proceeds — Gross excess tax benefit of stock options
    9        
Payment of preferred stock dividends
    (433 )     (434 )
Payment of common stock dividends
    (16,300 )     (15,500 )
 
           
Net cash provided from financing activities
    124,250       4,006  
 
           
Net Change in Cash and Cash Equivalents
    (8,194 )     (3,021 )
Cash and Cash Equivalents at Beginning of Period
    14,301       6,945  
 
           
Cash and Cash Equivalents at End of Period
  $ 6,107     $ 3,924  
 
           
Supplemental Cash Flow Information:
               
Cash paid during the period for —
               
Interest
  $ 7,073     $ 2,765  
Income taxes (net of refunds)
  $ 5,824     $ (11,281 )
The accompanying notes as they relate to Mississippi Power are an integral part of these condensed financial statements.

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MISSISSIPPI POWER COMPANY
CONDENSED BALANCE SHEETS (UNAUDITED)
                 
    At March 31,     At December 31,  
Assets   2006     2005  
    (in thousands)  
Current Assets:
               
Cash and cash equivalents
  $ 6,107     $ 14,301  
Receivables —
           
Customer accounts receivable
    33,767       36,747  
Unbilled revenues
    19,955       20,267  
Under recovered regulatory clause revenues
    83,339       105,505  
Other accounts and notes receivable
    1,921       21,507  
Insurance receivable
    49,790       60,163  
Affiliated companies
    14,783       19,595  
Accumulated provision for uncollectible accounts
    (1,174 )     (2,321 )
Fossil fuel stock, at average cost
    37,883       50,444  
Materials and supplies, at average cost
    28,218       28,678  
Prepaid income taxes
    50,182       42,278  
Other regulatory assets
    28,230       23,042  
Other
    15,517       25,160  
 
           
Total current assets
    368,518       445,366  
 
           
Property, Plant, and Equipment:
               
In service
    2,000,636       1,987,294  
Less accumulated provision for depreciation
    812,330       803,754  
 
           
 
    1,188,306       1,183,540  
Construction work in progress
    52,951       52,225  
 
           
Total property, plant, and equipment
    1,241,257       1,235,765  
 
           
Other Property and Investments
    6,250       6,821  
 
           
Deferred Charges and Other Assets:
               
Deferred charges related to income taxes
    9,707       9,863  
Prepaid pension costs
    16,742       17,264  
Deferred property damage
    234,531       209,324  
Other
    59,870       56,866  
 
           
Total deferred charges and other assets
    320,850       293,317  
 
           
Total Assets
  $ 1,936,875     $ 1,981,269  
 
           
The accompanying notes as they relate to Mississippi Power are an integral part of these condensed financial statements.

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MISSISSIPPI POWER COMPANY
CONDENSED BALANCE SHEETS (UNAUDITED)
                 
    At March 31,     At December 31,  
Liabilities and Stockholder’s Equity   2006     2005  
    (in thousands)  
Current Liabilities:
               
Notes payable
  $ 343,098     $ 202,124  
Accounts payable —
           
Affiliated
    28,782       122,899  
Other
    61,712       89,598  
Customer deposits
    7,576       7,298  
Accrued taxes —
           
Income taxes
    15,038       17,736  
Other
    16,677       48,296  
Accrued interest
    3,173       3,408  
Accrued compensation
    5,926       24,587  
Over recovered regulatory clause revenues
    15,390       26,188  
Plant Daniel capacity
    11,171       13,008  
Other
    33,585       40,334  
 
           
Total current liabilities
    542,128       595,476  
 
           
Long-term Debt
    242,549       242,548  
 
           
Long-term Debt Payable to Affiliated Trusts
    36,082       36,082  
 
           
Deferred Credits and Other Liabilities:
               
Accumulated deferred income taxes
    281,079       266,629  
Deferred credits related to income taxes
    18,493       19,003  
Accumulated deferred investment tax credits
    17,168       17,465  
Employee benefit obligations
    59,301       58,318  
Other cost of removal obligations
    81,703       81,284  
Other regulatory liabilities
    9,931       13,755  
Other
    54,516       56,769  
 
           
Total deferred credits and other liabilities
    522,191       513,223  
 
           
Total Liabilities
    1,342,950       1,387,329  
 
           
Preferred Stock
    32,780       32,780  
 
           
Common Stockholder’s Equity:
               
Common stock, without par value —
               
Authorized — 1,130,000 shares
           
Outstanding — 1,121,000 shares
    37,691       37,691  
Paid-in capital
    300,313       299,536  
Retained earnings
    226,684       227,701  
Accumulated other comprehensive loss
    (3,543 )     (3,768 )
 
           
Total common stockholder’s equity
    561,145       561,160  
 
           
Total Liabilities and Stockholder’s Equity
  $ 1,936,875     $ 1,981,269  
 
           
The accompanying notes as they relate to Mississippi Power are an integral part of these condensed financial statements.

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MISSISSIPPI POWER COMPANY
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
FIRST QUARTER 2006 vs. FIRST QUARTER 2005
OVERVIEW
Mississippi Power operates as a vertically integrated utility providing electricity to retail customers within its traditional service area located within the State of Mississippi and to wholesale customers in the Southeast. Many factors affect the opportunities, challenges, and risks of Mississippi Power’s business of selling electricity. These factors include the ability to maintain a stable regulatory environment, to achieve energy sales growth while containing costs, and to recover costs related to growing demand and increasingly stringent environmental standards. Hurricane Katrina hit Mississippi Power’s service territory in August 2005. As a result, Mississippi Power has incurred significant restoration costs. In addition, fuel costs rose significantly during 2005 and the first quarter of 2006. Mississippi Power will continue to work with the Mississippi PSC to develop methods to enable the timely recovery of these costs.
     Mississippi Power continues to focus on several key performance indicators. In recognition that Mississippi Power’s long-term financial success is dependent upon how well it satisfies its customers’ needs, Mississippi Power’s retail base rate mechanism, PEP, includes performance indicators that directly tie customer service indicators to Mississippi Power’s allowed return. In addition to the PEP performance indicators, Mississippi Power focuses on other performance measures, including broader measures of customer satisfaction, plant availability, system reliability, and net income. For additional information on these indicators, see MANAGEMENT’S DISCUSSION AND ANALYSIS — OVERVIEW — “Key Performance Indicators” of Mississippi Power in Item 7 of the Form 10-K.
RESULTS OF OPERATIONS
Earnings
Mississippi Power’s net income after dividends on preferred stock for the first quarter 2006 was $15.3 million compared to $16.9 million for the corresponding period of 2005. Earnings in the first quarter 2006 decreased by $1.6 million, or 9.8%, compared to the same period of 2005 primarily as a result of a $4.1 million decrease in territorial base revenues and a $4.3 million increase in depreciation and amortization expense, which was partially offset by an increase of $3 million in non-territorial energy revenues, and a decrease of $3.4 million in non-fuel operations and maintenance expenses.
     Significant income statement items appropriate for discussion include the following:
                 
    Increase (Decrease)  
    First Quarter  
    (in thousands)     %  
Retail revenues
  $ (430 )     (0.3 )
Sales for resale — non-affiliates
    1,736       2.9  
Sales for resale — affiliates
    (7,160 )     (37.8 )
Fuel expense
    (12,776 )     (14.0 )
Purchased power expense — non-affiliates
    (717 )     (13.2 )
Purchased power expense — affiliates
    9,432       98.2  
Other operations expense
    (2,233 )     (5.7 )
Maintenance expense
    (1,123 )     (7.2 )
Depreciation and amortization
    4,263       52.9  
Interest expense
    765       21.7  
Other income (expense), net
    514       119.8  
Income taxes
    (1,748 )     (16.2 )

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
     Retail revenues. The chart below reflects the primary drivers of the 0.3% decrease in retail revenues in the first quarter 2006 compared to the same period in the prior year. Excluding revenues related to fuel and other cost recovery, which do not affect net income, retail revenues decreased as a result of Hurricane Katrina. In the first quarter 2006, KWH sales to residential, commercial, and industrial customers were down 15.9%, 14.7%, and 7.7%, respectively, when compared to the corresponding period in 2005 due to Hurricane Katrina and the loss of approximately 18,000 customers.
Details of retail revenues are as follows:
                 
 
    First Quarter          
    2006          
 
 
  (in thousands)
  % change
Retail — prior year
  $ 131,794          
Change in —
               
Base rates
    1,710       1.3  
Sales growth and weather
    (5,575 )     (4.3 )
Fuel cost recovery
    3,612       2.8  
Other cost recovery
    (177 )     (0.1 )
 
Retail — current year
  $ 131,364       (0.3 )%
 
     Sales for resale non-affiliates and Purchased power expense — non-affiliates. The $1.7 million increase in sales for resale to non-affiliates costs in the first quarter 2006 as compared to the same period in 2005 was primarily the result of higher energy prices due to an increase in fuel prices. The decrease in purchased power expense from non-affiliates in the first quarter 2006 as compared to the same period in 2005 is primarily due to lower prices for opportunity purchases from non-affiliates.
     Sales for resale affiliates and Purchased power expense affiliates. Revenues from sales for resale to affiliates, as well as purchases of energy from affiliates, will vary depending on demand and the availability and cost of generating resources at each company within the Southern Company system. These affiliate sales and purchases are made in accordance with the IIC, as approved by the FERC. These transactions do not have a significant impact on earnings since the energy is generally sold at marginal cost and energy purchases are generally offset by energy revenues through Mississippi Power’s retail and wholesale fuel cost recovery clauses. The 37.8% decrease in sales for resale to affiliates in the first quarter 2006 as compared to the same period in 2005 is primarily the result of a 22% decrease in generation. The 98.2% increase in purchased power from affiliates in the first quarter 2006 as compared to the same period in 2005 is also due to generation decreasing by 22% while demand decreased 9%. More power (volume) is purchased to meet the gap between generation and demand. IIC rates for purchased power were higher in the first quarter 2006 when compared to the same period in 2005 due to increased fuel prices.
     Fuel expense. The first quarter 2006 decrease of $12.8 million in fuel expense when compared to the same period in 2005 is primarily due to $20.4 million decrease related to reduced generation offset by an $7.6 million increase in the cost of fuel.
     Other operations expense. The decrease in other operations expense for the first quarter 2006 as compared to the same period in 2005 results from a $3 million insurance recovery for labor expense associated with Hurricane Katrina.
     Maintenance expense. The first quarter 2006 decrease in maintenance expense when compared to the same period in 2005 resulted from decreased expenses for the combined cycle long term service agreement due to reduced operating hours as a result of the higher cost of gas. The operating hours for the first quarter of 2006

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
were 1,988 compared to 4,252 in the first quarter of 2005, a 53% decrease which reduced maintenance expense by approximately $1.1 million.
     Depreciation and amortization. The first quarter 2006 increase of $4.3 million in depreciation and amortization expense when compared to the same period in 2005 is primarily due to the decrease in the credit amortization of the regulatory liability related to additional Plant Daniel capacity and to the new depreciation rates approved by the Mississippi PSC and effective January 1, 2006. See Note 3 to the financial statements of Mississippi Power under “Retail Regulatory Matters” in Item 8 of the Form 10-K for additional information.
     Interest expense. The 21.7% increase in interest expense for the first quarter 2006 as compared to the same period in 2005 is due to higher interest rates.
     Other income (expense), net. The first quarter 2006 increase in other income (expense), net when compared to the same period in 2005 is the result of the increase in interest income related to the recovery mechanism for fuel hedging and energy cost hedging, and income associated with customer projects.
     Income taxes. The $1.7 million decrease in income taxes for the first quarter 2006 as compared to the same period in 2005 is primarily related to the reductions in pre-tax income.
FUTURE EARNINGS POTENTIAL
The results of operations discussed above are not necessarily indicative of Mississippi Power’s future earnings potential. The level of future earnings depends on numerous factors that affect the opportunities, challenges, and risks of Mississippi Power’s primary business of selling electricity. These factors include the ability of Mississippi Power to maintain a stable regulatory environment that continues to allow for the recovery of all prudently incurred costs. Future earnings in the near term will depend, in part, upon growth in energy sales, which is subject to a number of factors. These factors include weather, competition, new energy contracts with neighboring utilities, energy conservation practiced by customers, the price of electricity, the price elasticity of demand, and the rate of economic growth in Mississippi Power’s service area in the aftermath of Hurricane Katrina. For additional information relating to these issues, see RISK FACTORS in Item 1A and MANAGEMENT’S DISCUSSION AND ANALYSIS — FUTURE EARNINGS POTENTIAL of Mississippi Power in Item 7 of the Form 10-K.
Environmental Matters
Compliance costs related to the Clean Air Act and other environmental regulations could affect earnings if such costs cannot be fully recovered in rates on a timely basis. For additional information, including information on certain environmental litigation, see MANAGEMENT’S DISCUSSION AND ANALYSIS — FUTURE EARNINGS POTENTIAL — “Environmental Matters” of Mississippi Power in Item 7 and Note 3 to the financial statements of Mississippi Power under “Environmental Matters” in Item 8 of the Form 10-K.
New Source Review Reform Rules
On October 20, 2005, the EPA published a proposed rule clarifying the test for determining when an emissions increase is subject to the NSR requirements. On March 17, 2006, the U.S. Court of Appeals for the District of Columbia Circuit vacated the EPA’s proposed rule which sought to clarify the scope of the existing Routine Maintenance, Repair, and Replacement Exclusion. Because this rule was not yet in effect, the court’s ruling is not anticipated to have any impact on Mississippi Power. See MANAGEMENT’S DISCUSSION AND ANALYSIS — FUTURE EARNINGS POTENTIAL — “Environmental Matters — New Source Review Actions”

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
of Mississippi Power in Item 7 and Note 3 to the financial statements of Mississippi Power under “Environmental Matters — New Source Review Actions” in Item 8 of the Form 10-K for additional information.
FERC and Mississippi PSC Matters
Market-Based Rate Authority
See MANAGEMENT’S DISCUSSION AND ANALYSIS — FUTURE EARNINGS POTENTIAL — “FERC Matters — Market-Based Rate Authority” of Mississippi Power in Item 7 and Note 3 to the financial statements of Mississippi Power under “FERC Matters —Market-Based Rate Authority” in Item 8 of the Form 10-K for information on the FERC’s April 2004 order adopting a new interim analysis for measuring generation market power and a proceeding initiated by the FERC in December 2004 to assess Southern Company’s generation dominance within its retail service territory. Mississippi Power has authorization from the FERC to sell power to non-affiliates at market-based prices. Mississippi Power also has FERC authority to make short-term opportunity sales at market rates. Specific FERC approval must be obtained with respect to a market-based contract with an affiliate. On February 15, 2005, Southern Company submitted additional information related to generation dominance in its retail service territory. A hearing before an administrative law judge scheduled for March 2006 has been held in abeyance to allow the parties to explore settlement. Any new market-based rate transactions in its retail service territory entered into after February 27, 2005 will be subject to refund to the level of the default cost-based rates, pending the outcome of the proceeding. The impact of such sales through March 31, 2006 is not expected to exceed $8.3 million for Mississippi Power. The refund period covers 15 months. In the event that the FERC’s default mitigation measures are ultimately applied, Mississippi Power may be required to charge cost-based rates for certain wholesale sales in the Southern Company retail service territory, which may be lower than negotiated market-based rates. The final outcome of this matter will depend on the form in which the final methodology for assessing generation market power and mitigation rules may be ultimately adopted and cannot be determined at this time.
     In addition, in May 2005, the FERC initiated an investigation to determine whether Southern Company satisfies the other three parts of the FERC’s market-based rate analysis: transmission market power, barriers to entry, and affiliate abuse or reciprocal dealing. The FERC established a new 15-month refund period related to this expanded investigation. Any new market-based rate transactions involving any Southern Company subsidiary will be subject to refund to the extent the FERC orders lower rates as a result of this new investigation, with the refund period beginning July 19, 2005. The impact of such sales involving Mississippi Power through March 31, 2006 is not expected to exceed $10.5 million, of which $7.1 million relates to sales inside the retail service territory discussed above. The FERC also directed that this expanded proceeding be held in abeyance pending the outcome of the proceeding on the IIC discussed below.
     Mississippi Power believes that there is no meritorious basis for this proceeding and is vigorously defending itself in this matter. However, the final outcome of this matter, including any remedies to be applied in the event of an adverse ruling in this proceeding, cannot now be determined.
Intercompany Interchange Contract
Also in May 2005, the FERC initiated a new proceeding to examine (1) the provisions of the IIC among Alabama Power, Georgia Power, Gulf Power, Mississippi Power, Savannah Electric, Southern Power, and SCS, as agent, under the terms of which the power pool of Southern Company is operated, and, in particular, the propriety of the continued inclusion of Southern Power as a party to the IIC, (2) whether any parties to the IIC have violated the FERC’s standards of conduct applicable to utility companies that are transmission providers, and (3) whether Southern Company’s code of conduct defining Southern Power as a “system company” rather than a “marketing affiliate” is just and reasonable. In connection with the formation of Southern Power, the FERC authorized Southern Power’s inclusion in the IIC in 2000. The FERC also

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FINANCIAL CONDITION AND RESULTS OF OPERATIONS
previously approved Southern Company’s code of conduct. The FERC order directs that the administrative law judge who presided over a proceeding involving approval of PPAs between Southern Power and Georgia Power and Savannah Electric be assigned to preside over the hearing in this proceeding and that the testimony and exhibits presented in that proceeding be preserved to the extent appropriate. Effective July 19, 2005, revenues from transactions under the IIC involving any Southern Company subsidiaries will be subject to refund to the extent the FERC orders any changes to the IIC. On April 11, 2006, Southern Company, Calpine Corporation, Coral Energy, and Dalton Utilities filed a settlement offer that would resolve the proceeding. The offer is pending before the FERC and does not require any refunds. However, because the offer is pending, the final outcome of this matter cannot now be determined. See MANAGEMENT’S DISCUSSION AND ANALYSIS — FUTURE EARNINGS POTENTIAL — “FERC Matters — Intercompany Interchange Contract” of Mississippi Power in Item 7 and Note 3 to the financial statements of Mississippi Power under “FERC Matters — Intercompany Interchange Contract” in Item 8 of the Form 10-K for additional information.
Storm Damage Cost Recovery
In August 2005, Hurricane Katrina hit the Gulf Coast of the United States and caused significant damage within Mississippi Power’s service area. Mississippi Power maintains a reserve to cover the cost of damages from major storms to its transmission and distribution lines and the cost of uninsured damages to its generation facilities and other property. As of March 31, 2006, the deficit balance in Mississippi Power’s storm damage reserve account totaled approximately $234.5 million, which is included in the Condensed Balance Sheets herein under “Deferred property damage.” See MANAGEMENT’S DISCUSSION AND ANALYSIS — FUTURE EARNINGS POTENTIAL — “PSC Matters — Storm Damage Cost Recovery” of Mississippi Power in Item 7 and Note 3 to the financial statements of Mississippi Power under “Retail Regulatory Matters — Storm Damage Cost Recovery” in Item 8 of the Form 10-K for additional information.
In October 2005, the Mississippi PSC issued an Interim Accounting Order requiring Mississippi Power to recognize a regulatory asset in an amount equal to the retail portion of the recorded Hurricane Katrina restoration costs, including both operation and maintenance expenditures and capital additions. In December 2005, Mississippi Power filed with the Mississippi PSC a detailed review of all Hurricane Katrina restoration costs as required in the Interim Accounting Order. Mississippi Power is currently working with the Mississippi PSC to establish a method to recover all such prudently incurred costs, while minimizing the impact on Mississippi Power’s customers. The Department of Defense emergency supplemental appropriations bill, enacted in December 2005 to address hurricanes in the Gulf of Mexico, provides $11 billion in disaster relief for the States of Mississippi, Louisiana, and Alabama. In the State of Mississippi, $300 million in grant assistance in the form of Community Development Block Grants (CDBGs) is expected to be designated for utilities within the state. Mississippi Power plans to apply for these CDBGs to offset the cost of storm recovery. Mississippi Power is also considering securitization of remaining unrecovered costs as provided for under legislation passed in Mississippi in the first quarter of 2006. The final outcome of these matters cannot now be determined.
Retail Regulatory Matters
Also in December 2005, Mississippi Power submitted its annual PEP filing to the Mississippi PSC. Ordinarily, PEP limits annual rate increases to 4 percent; however, Mississippi Power requested that the Mississippi PSC approve a temporary change to allow it to exceed this cap as a result of the ongoing effects of Hurricane Katrina. Mississippi Power had requested a 5.05%, or $32 million, retail base rate increase to become effective in April 2006. Hearings were held in March 2006 and the full increase was approved by the Mississippi PSC on March 13, 2006.
     On February 7, 2006, Mississippi Power filed with the Mississippi PSC its annual ECO Plan evaluation. Mississippi Power requested a 12 cent per 1,000 KWH reduction for retail customers. This decrease would represent a reduction of approximately $1.3 million per year in annual revenues for Mississippi Power.

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FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Hearings were held on April 4, 2006. The Mississippi PSC unanimously approved the decrease at the hearings and issued an order confirming approval on April 21, 2006.
Fuel Cost Recovery
Mississippi Power has established a fuel cost recovery factor that is approved by the Mississippi PSC. In 2005, Mississippi Power experienced higher than expected fuel costs for coal and gas, which led to an increase in the under-recovered fuel costs. Mississippi Power is required to file for an adjustment to the fuel cost recovery factor annually; the last such filing was made in November 2005, with the new rate becoming effective in January 2006. At March 31, 2006, the under recovered balance of fuel was $67.9 million. Mississippi Power’s operating revenues are adjusted for differences in actual recoverable fuel cost and amounts billed in accordance with the currently approved cost recovery rate. Accordingly, changes to the billing factor will have no significant effect on Mississippi Power’s revenues or net income but will change cash flow.
Other Matters
Mississippi Power is subject to certain claims and legal actions arising in the ordinary course of business. In addition, Mississippi 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 such as opacity and other air quality standards, 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. The ultimate outcome of such pending or potential litigation against Mississippi Power cannot be predicted at this time; however, for current proceedings not specifically reported herein or in Note 3 to the financial statements of Mississippi Power in Item 8 of the Form 10-K, management does not anticipate that the liabilities, if any, arising from such proceedings would have a material adverse effect on Mississippi Power’s financial statements.
     See the Notes to the Condensed Financial Statements herein for discussion of various other contingencies, regulatory matters, and other matters being litigated which may affect future earnings potential.
ACCOUNTING POLICIES
Application of Critical Accounting Policies and Estimates
Mississippi Power prepares its financial statements in accordance with accounting principles generally accepted in the United States. Significant accounting policies are described in Note 1 to the financial statements of Mississippi Power in Item 8 of the Form 10-K. In the application of these policies, certain estimates are made that may have a material impact on Mississippi Power’s results of operations and related disclosures. Different assumptions and measurements could produce estimates that are significantly different from those recorded in the financial statements. See MANAGEMENT’S DISCUSSION AND ANALYSIS — ACCOUNTING POLICIES — “Application of Critical Accounting Policies and Estimates” of Mississippi Power in Item 7 of the Form 10-K for a complete discussion of Mississippi Power’s critical accounting policies and estimates related to Electric Utility Regulation, Contingent Obligations, Unbilled Revenues, and Plant Daniel Operating Lease.
New Accounting Standards
On January 1, 2006, Mississippi Power adopted FASB Statement No. 123(R), “Share-Based Payment,” using the modified prospective method. This statement requires that compensation cost relating to share-based payment transactions be recognized in the financial statements. That cost will be measured based on the grant date fair value of the equity or liability instruments issued. Although the compensation expense required under

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
the revised statement differs slightly, the impacts on Mississippi Power’s financial statements are similar to the pro forma disclosures previously included in Note 1 to the financial statements of Mississippi Power under “Stock Options” in Item 8 of the Form 10-K and in Note (C) to the Condensed Financial Statements herein. Total pre-tax compensation cost related to non-vested awards not yet recognized is expected to be approximately $0.7 million over the remaining three-year service period.
FINANCIAL CONDITION AND LIQUIDITY
Overview
Mississippi Power’s financial condition remained stable at March 31, 2006. Net cash provided from (used for) operating activities totaled $(57.3) million for the first quarter 2006, compared to net cash flow provided from operating activities of $7.2 million for the same period in 2005. The $64.5 million decrease in 2006 resulted primarily from cash requirements associated with Hurricane Katrina restoration.
Capital Requirements and Contractual Obligations
See MANAGEMENT’S DISCUSSION AND ANALYSIS — FINANCIAL CONDITION AND LIQUIDITY — “Capital Requirements and Contractual Obligations” of Mississippi Power in Item 7 of the Form 10-K for a description of Mississippi Power’s capital requirements for its construction program, lease obligations, purchase commitments, preferred stock dividends, and trust funding requirements. Mississippi Power has no maturities or redemptions of long-term debt required by March 31, 2007.
Sources of Capital
Mississippi Power plans to obtain the funds required for construction, continued storm damage restoration, and other purposes from sources similar to those used in the past, including operating cash flows, capital contributions from Southern Company, short-term debt, and external security issuances. In addition, Mississippi Power is considering other financing options, including securitization, for storm damage recovery costs. The amount, type, and timing of any future financings, if needed, will depend upon maintenance of adequate earnings, regulatory approval, prevailing market conditions, and other factors. See MANAGEMENT’S DISCUSSION AND ANALYSIS — FINANCIAL CONDITION AND LIQUIDITY — “Sources of Capital” of Mississippi Power in Item 7 of the Form 10-K for additional information.
     At March 31, 2006, Mississippi Power’s current liabilities exceeded current assets primarily as a result of obligations incurred as a result of Hurricane Katrina, as well as the continued use of short-term debt as a funding source to meet cash needs, which can fluctuate significantly due to the seasonality of the business. To meet short-term cash needs and contingencies, Mississippi Power had at March 31, 2006 approximately $6.1 million of cash and cash equivalents and $275.5 million of unused committed credit arrangements with banks, $100.5 million of which expire in 2006 and $175 million of which expire in 2008. See Note 6 to the financial statements of Mississippi Power under “Bank Credit Arrangements” in Item 8 of the Form 10-K for additional information. Approximately $38.0 million of these credit arrangements contain provisions allowing two-year term loans executable at expiration and $15 million contain provisions allowing one-year term loans executable at expiration. Mississippi Power expects to renew its credit facilities, as needed, prior to expiration. The credit arrangements provide liquidity support to Mississippi Power’s obligations with respect to variable rate pollution control bonds and commercial paper. A portion of these facilities may be used to fund or refinance costs related to Hurricane Katrina. At March 31, 2006, Mississippi Power had $163.2 million in commercial paper, $150 million in bank notes and $29.8 million in extendible commercial notes outstanding. Management believes that the need for working capital can be adequately met by utilizing commercial paper programs and lines of credit without maintaining large cash balances.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Off-Balance Sheet Financing Arrangements
See MANAGEMENT’S DISCUSSION AND ANALYSIS — FINANCIAL CONDITION AND LIQUIDITY — “Off-Balance Sheet Financing Arrangements” of Mississippi Power in Item 7 and Note 7 to the financial statements of Mississippi Power under “Operating Leases” in Item 8 of the Form 10-K for information related to Mississippi Power’s lease of a combined cycle generating facility at Plant Daniel.
Credit Rating Risk
Mississippi Power does not have any credit arrangements that would require material changes in payment schedules or terminations as a result of a credit rating downgrade. Mississippi Power, along with all members of the Southern Company power pool, is also party to certain derivative agreements that could require collateral and/or accelerated payment in the event of a credit rating change to below investment grade for Alabama Power and/or Georgia Power. These agreements are primarily for natural gas price risk management activities. At March 31, 2006, Mississippi Power’s total exposure to these types of agreements was approximately $11 million.
Market Price Risk
Mississippi Power’s market risk exposures relative to interest rate changes have not changed materially compared with the December 31, 2005 reporting period. However, as a result of storm damage from Hurricane Katrina, Mississippi Power expects to maintain the increase in short-term indebtedness in the coming months while issues relating to storm cost recovery are resolved, which could significantly increase its exposure to interest rate risk. Mississippi Power will manage this increased exposure through a number of means, including interest rate hedges, where appropriate.
     Due to cost-based rate regulation, Mississippi Power 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 Power enters into fixed-price contracts for the purchase and sale of electricity through the wholesale electricity market. Mississippi Power has also implemented retail fuel hedging programs at the instruction of the Mississippi PSC and wholesale fuel hedging programs under agreements with wholesale customers.
     The fair value of derivative, fuel, and energy contracts at March 31, 2006 was as follows:
         
    First Quarter  
    2006  
    Changes  
    Fair Value  
 
 
  (in thousands)
Contracts beginning of period
  $ 27,106  
Contracts realized or settled
    (3,030 )
New contracts at inception
     
Changes in valuation techniques
     
Current period changes (a)
    (14,184 )
 
Contracts at March 31, 2006
  $ 9,892  
 
 
(a)   Current period changes also include the changes in fair value of new contracts entered into during the period.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                         
    Source of March 31, 2006  
    Valuation Prices  
    Total     Maturity  
    Fair Value     Year 1     1-3 Years  
 
    (in thousands)
Actively quoted
  $ 9,811     $ 4,657     $ 5,154  
External sources
    81       81        
Models and other methods
                 
 
Contracts at March 31, 2006
  $ 9,892     $ 4,738     $ 5,154  
 
     Unrealized gains and losses from mark-to-market adjustments on derivative contracts related to Mississippi Power’s 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 Mississippi Power’s energy cost management clause. In addition, any unrealized gains and losses on energy-related derivatives used to hedge anticipated purchases and sales are deferred in other comprehensive income. Gains and losses on forward contracts for the sale of electricity that do not represent hedges are recognized in the statements of income as incurred. These amounts were not material in any period presented. At March 31, 2006, the fair value gain/(loss) of derivative energy contracts was reflected in the financial statements as follows:
         
    Amounts  
 
 
  (in thousands)
Regulatory liabilities, net
  $ 9,869  
Accumulated other comprehensive income
    23  
Net income
    -  
 
Total fair value gain
  $ 9,892  
 
     For additional information, see MANAGEMENT’S DISCUSSION AND ANALYSIS — FINANCIAL CONDITION AND LIQUIDITY — “Market Price Risk” of Mississippi Power in Item 7 and Notes 1 and 6 to the financial statements of Mississippi Power under “Financial Instruments” in Item 8 of the Form 10-K and Note (F) to the Condensed Financial Statements herein.
Financing Activities
Mississippi Power did not issue or redeem any long-term securities in the first quarter of 2006. In addition to any financings that may be necessary to meet capital requirements, contractual obligations, and storm restoration costs, Mississippi Power plans to continue, when economically feasible, a program to retire higher-cost securities and replace these obligations with lower-cost capital if market conditions permit.

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AND
POWER COMPANY

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CONDENSED STATEMENTS OF INCOME (UNAUDITED)
                 
    For the Three Months  
    Ended March 31,  
    2006     2005  
    (in thousands)  
Operating Revenues:
               
Retail revenues
  $ 91,566     $ 85,004  
Sales for resale —
               
Non-affiliates
    1,294       458  
Affiliates
    2,261       2,061  
Other revenues
    1,853       1,065  
 
           
Total operating revenues
    96,974       88,588  
 
           
Operating Expenses:
               
Fuel
    25,950       13,122  
Purchased power —
               
Non-affiliates
    2,242       1,886  
Affiliates
    27,357       36,279  
Other operations
    16,869       14,324  
Maintenance
    9,251       9,886  
Depreciation and amortization
    5,967       5,348  
Taxes other than income taxes
    4,111       3,799  
 
           
Total operating expenses
    91,747       84,644  
 
           
Operating Income
    5,227       3,944  
Other Income and (Expense):
               
Interest income
    9       17  
Interest expense, net of amounts capitalized
    (4,170 )     (3,223 )
Other income (expense), net
    (142 )     1,106  
 
           
Total other income and (expense)
    (4,303 )     (2,100 )
 
           
Earnings Before Income Taxes
    924       1,844  
Income taxes
    (44 )     149  
 
           
Net Income
    968       1,695  
Dividends on Preferred Stock
    675       675  
 
           
Net Income After Dividends on Preferred Stock
  $ 293     $ 1,020  
 
           
CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)
                 
    For the Three Months  
    Ended March 31,  
    2006     2005  
    (in thousands)  
Net Income After Dividends on Preferred Stock
  $ 293     $ 1,020  
Other comprehensive income (loss):
               
Changes in fair value of qualifying hedges, net of tax of $381 and $450, respectively
    599       713  
Reclassification adjustment for amounts included in net income, net of tax of $3 and $3, respectively
    4       4  
 
           
COMPREHENSIVE INCOME
  $ 896     $ 1,737  
 
           
The accompanying notes as they relate to Savannah Electric are an integral part of these condensed financial statements.

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CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)
                 
    For the Three Months  
    Ended March 31,  
    2006     2005  
    (in thousands)  
Operating Activities:
               
Net income
  $ 968     $ 1,695  
Adjustments to reconcile net income to net cash provided from operating activities —
               
Depreciation and amortization
    6,474       5,804  
Deferred income taxes and investment tax credits, net
    1,778       6,606  
Allowance for equity funds used during construction
    (196 )     (1,194 )
Pension, postretirement, and other employee benefits
    1,387       1,379  
Stock option expense
    289        
Tax benefit of stock options
    10       574  
Other, net
    (112 )     3,283  
Changes in certain current assets and liabilities —
               
Receivables
    5,013       (6,154 )
Fossil fuel stock
    (3,438 )     (1,587 )
Materials and supplies
    1,107       981  
Other current assets
    1,339       (7,365 )
Accounts payable
    (13,924 )     (2,850 )
Accrued taxes
    1,297       (2,476 )
Accrued compensation
    (4,242 )     (3,537 )
Other current liabilities
    1,964       2,041  
 
           
Net cash used for operating activities
    (286 )     (2,800 )
 
           
Investing Activities:
               
Property additions
    (9,381 )     (14,179 )
Other
    (2,205 )     (1,438 )
 
           
Net cash used for investing activities
    (11,586 )     (15,617 )
 
           
Financing Activities:
               
Increase (decrease) in notes payable, net
    (7,190 )     19,546  
Proceeds —
               
Capital contributions from parent company
    30,000        
Gross excess tax benefit of stock options
    22        
Payment of preferred stock dividends
    (1,350 )     (675 )
Payment of common stock dividends
    (6,875 )     (6,675 )
Other
    (47 )     (6 )
 
           
Net cash provided from financing activities
    14,560       12,190  
 
           
Net Change in Cash and Cash Equivalents
    2,688       (6,227 )
Cash and Cash Equivalents at Beginning of Period
    502       8,862  
 
           
Cash and Cash Equivalents at End of Period
  $ 3,190     $ 2,635  
 
           
Supplemental Cash Flow Information:
               
Cash paid during the period for —
               
Interest (net of $93 and $595 capitalized for 2006 and 2005, respectively)
  $ 2,591     $ 1,338  
Income taxes (net of refunds)
  $ (3,985 )   $ (384 )
The accompanying notes as they relate to Savannah Electric are an integral part of these condensed financial statements.

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SAVANNAH ELECTRIC AND POWER COMPANY
CONDENSED BALANCE SHEETS (UNAUDITED)
                 
    At March 31,     At December 31,  
Assets   2006     2005  
    (in thousands)  
Current Assets:
               
Cash and cash equivalents
  $ 3,190     $ 502  
Receivables —
               
Customer accounts receivable
    26,262       29,116  
Unbilled revenues
    5,814       6,651  
Under recovered regulatory clause revenues
    38,068       28,990  
Other accounts and notes receivable
    1,194       2,055  
Affiliated companies
    1,744       5,449  
Accumulated provision for uncollectible accounts
    (701 )     (916 )
Fossil fuel stock, at average cost
    19,454       16,015  
Materials and supplies, at average cost
    10,669       11,776  
Prepaid income taxes
    17,046       22,629  
Assets from risk management activities
    4,973       8,045  
Other
    6,545       2,824  
 
           
Total current assets
    134,258       133,136  
 
           
Property, Plant, and Equipment:
               
In service
    1,041,581       1,033,256  
Less accumulated provision for depreciation
    401,836       396,987  
 
           
 
    639,745       636,269  
Construction work in progress
    21,793       21,315  
 
           
Total property, plant, and equipment
    661,538       657,584  
 
           
Other Property and Investments
    4,297       4,279  
 
           
Deferred Charges and Other Assets:
               
Deferred charges related to income taxes
    11,406       11,455  
Cash surrender value of life insurance for deferred compensation plans
    27,347       27,030  
Deferred under recovered regulatory clause revenues
    42,854       48,689  
Other regulatory assets
    19,808       20,191  
Other
    9,413       10,437  
 
           
Total deferred charges and other assets
    110,828       117,802  
 
           
Total Assets
  $ 910,921     $ 912,801  
 
           
The accompanying notes as they relate to Savannah Electric are an integral part of these condensed financial statements.

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SAVANNAH ELECTRIC AND POWER COMPANY
CONDENSED BALANCE SHEETS (UNAUDITED)
                 
    At March 31,     At December 31,  
Liabilities and Stockholder’s Equity   2006     2005  
    (in thousands)  
Current Liabilities:
               
Securities due within one year
  $ 20,992     $ 21,003  
Notes payable
    51,580       58,771  
Accounts payable —
               
Affiliated
    16,981       29,840  
Other
    16,424       19,355  
Customer deposits
    7,245       7,068  
Accrued taxes other than income taxes
    3,207       1,909  
Accrued interest
    4,514       3,223  
Accrued compensation
    1,710       5,952  
Other
    13,268       15,020  
 
           
Total current liabilities
    135,921       162,141  
 
           
Long-term Debt
    216,791       217,033  
 
           
Deferred Credits and Other Liabilities:
               
Accumulated deferred income taxes
    118,303       119,424  
Deferred credits related to income taxes
    7,760       7,978  
Accumulated deferred investment tax credits
    7,132       7,298  
Employee benefit obligations
    56,660       54,661  
Other cost of removal obligations
    40,637       40,575  
Other regulatory liabilities
    11,692       12,107  
Other
    10,237       10,127  
 
           
Total deferred credits and other liabilities
    252,421       252,170  
 
           
Total Liabilities
    605,133       631,344  
 
           
Preferred Stock
    43,899       43,909  
 
           
Common Stockholder’s Equity:
               
Common stock, par value $5 per share —
               
Authorized - 16,000,000 shares
               
Outstanding - 10,844,635 shares
    54,223       54,223  
Paid-in capital
    104,848       74,527  
Retained earnings
    104,356       110,939  
Accumulated other comprehensive loss
    (1,538 )     (2,141 )
 
           
Total common stockholder’s equity
    261,889       237,548  
 
           
Total Liabilities and Stockholder’s Equity
  $ 910,921     $ 912,801  
 
           
The accompanying notes as they relate to Savannah Electric are an integral part of these condensed financial statements.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
FIRST QUARTER 2006 vs. FIRST QUARTER 2005
OVERVIEW
Savannah Electric operates as a vertically integrated utility providing electricity to retail customers within its traditional service area of southeastern Georgia. Many factors affect the opportunities, challenges, and risks of Savannah Electric’s business of selling electricity. These factors include the ability to maintain a stable regulatory environment, to achieve energy sales growth while containing costs, and to recover costs related to growing demand and increasingly stringent environmental standards. In addition, fuel costs rose significantly during 2005 and the first quarter of 2006. Savannah Electric will continue to work with the Georgia PSC to enable the timely recovery of these costs.
     On December 13, 2005, Savannah Electric entered into a merger agreement with Georgia Power under which Savannah Electric will merge into Georgia Power, with Georgia Power continuing as the surviving corporation (the Merger), subject to receipt of all required approvals. For additional information, see MANAGEMENT’S DISCUSSION AND ANALYSIS — FUTURE EARNINGS POTENTIAL — “PSC Matters — Merger” of Savannah Electric in Item 7 and Note 3 to the financial statements of Savannah Electric under “Retail Regulatory Matters — Merger” in Item 8 of the Form 10-K.
     Savannah Electric continues to focus on several key performance indicators. These indicators include customer satisfaction, plant availability, system reliability, and net income. For additional information on these indicators, see MANAGEMENT’S DISCUSSION AND ANALYSIS — OVERVIEW — “Key Performance Indicators” of Savannah Electric in Item 7 of the Form 10-K.
RESULTS OF OPERATIONS
Earnings
Savannah Electric’s net income after dividends on preferred stock for the first quarter 2006 was $0.3 million compared to $1.0 million for the corresponding period of 2005. The $0.7 million decrease in the first quarter 2006 from the corresponding period in 2005 was primarily due to higher operating expenses and interest expense as well as a decrease in other income, net. These decreases were offset partially by higher operating revenues as a result of the base rate increase in June 2005. See Note 3 to the financial statements of Savannah Electric under “Retail Regulatory Matters — Rate Plans” in Item 8 of the Form 10-K for further information on the rate increase.

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     Significant income statement items appropriate for discussion include the following:
                 
    Increase (Decrease)  
    First Quarter  
    (in thousands)     %  
Retail revenues
  $ 6,562       7.7  
Sales for resale — non-affiliates
    836       182.5  
Sales for resale — affiliates
    200       9.7  
Other revenues
    788       74.0  
Fuel expense
    12,828       97.8  
Purchased power expense — non-affiliates
    356       18.9  
Purchased power expense — affiliates
    (8,922 )     (24.6 )
Other operations expense
    2,545       17.8  
Maintenance expense
    (635 )     (6.4 )
Depreciation and amortization expense
    619       11.6  
Taxes other than income taxes
    312       8.2  
Interest expense, net of amounts capitalized
    947       29.4  
Other income (expense), net
    (1,248 )     (112.8 )
     Retail revenues. The chart below reflects the primary drivers of the 7.7% first quarter 2006 increase in retail revenues, compared to the same period in the prior year. Excluding fuel cost recovery revenues, which do not affect net income, retail revenue increased by $2.5 million, or 6.3%, in the first quarter 2006 when compared to the corresponding period in 2005. For the first quarter 2006, this revenue increase is primarily related to the three-year retail rate plan approved by the Georgia PSC for the period ending May 31, 2008 and effective in June 2005 (the 2005 Retail Rate Plan). See FUTURE EARNINGS POTENTIAL — “PSC Matters — Rate Filing” in Item 7 of the Form 10-K.
     Details of retail revenues are as follows:
                 
             
    First Quarter        
    2006        
    (in thousands)       % change  
Retail — prior year
  $ 85,004          
Change in —
               
Base rates
    2,480       2.9  
Sales growth
    20        
Weather
    (20 )      
Fuel cost recovery
    4,082       4.8  
 
           
Retail — current year
  $ 91,566       7.7 %
 
           
     Sales for resale-non-affiliates. In the first quarter 2006, revenues from sales for resale to non-affiliates increased $0.8 million when compared to the same period in the prior year, primarily due to an increase in KWH sales due to higher demand. These transactions had no significant effect on net income, since the energy is generally sold at variable cost.
     Sales for resale — affiliates. Sales for resale — affiliates increased $0.2 million in the first quarter of 2006 compared to the first quarter of 2005. Energy sales to affiliated companies within the Southern Company system will vary depending on demand, and the availability and cost of generating resources at each company. These sales are made in accordance with the IIC, as approved by the FERC. These transactions do not have a

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FINANCIAL CONDITION AND RESULTS OF OPERATIONS
significant impact on earnings since this energy is generally sold at marginal cost and energy purchases are generally offset by energy revenues through Savannah Electric’s fuel cost recovery clause.
     Other revenues. Other revenues increased 74% in the first quarter 2006 when compared to the corresponding period in 2005. The increase was primarily due to revenues associated with a transmission facilities agreement with Georgia Power related to the Plant McIntosh combined cycle units and to an increase in miscellaneous service revenues as a result of the 2005 Retail Rate Plan. See Note 3 to the financial statements of Savannah Electric under “Retail Regulatory Matters — Rate Plans” in Item 8 of the Form 10-K for additional information.
     Fuel expense, purchased power expense — non-affiliates, and purchased power expense — affiliates. Total fuel expense, purchased power expense — non-affiliates and purchase power expense — affiliates increased $4.3 million in the first quarter of 2006 compared to the same period in 2005 due to a $7.0 million, or 27.2%, increase in the cost of fuel offset by a $2.7 million decrease due to a decrease in net KWHs generated and purchased. Details of the individual components follow.
The 97.8% increase in fuel expense in the first quarter 2006 also reflects the completion of the Plant McIntosh combined cycle units which were placed in service in June 2005. Since fuel expenses are generally offset by fuel revenues through Savannah Electric’s fuel cost recovery clause, these expenses do not have a significant impact on net income. See FUTURE EARNINGS POTENTIAL — “FERC and Georgia PSC Matters — Fuel Cost Recovery” and Note (H) to the Condensed Financial Statements herein for additional information.
Purchased power from non-affiliates will vary depending on the market cost of available energy as compared to the cost of Southern Company system generated energy, demand for energy within the service territory, and availability of Southern Company system generation. The 18.9% increase in purchased power expense in the first quarter 2006 when compared to the corresponding period in 2005 resulted from an increase in the average cost per KWH purchased of 10.1%. These transactions do not have a significant impact on earnings, as energy costs are generally recovered through Savannah Electric’s fuel cost recovery clause.
      Other operations expense. The $2.5 million increase in other operations expense in the first quarter 2006 over the same period in 2005 is primarily due to severance and other costs associated with the Merger, increased salary expense as a result of the expensing of stock options, and increases in other benefits expenses. See ACCOUNTING POLICIES — “New Accounting Standards” and Note (C) to the Condensed Financial Statements herein for additional information on the impact of FASB Statement No. 123R.
     Maintenance expense. Maintenance expense decreased 6.4% for the first quarter 2006 when compared to the same period in 2005 as a result of the timing of distribution expenses primarily related to tree trimming.
     Depreciation and amortization expense. Depreciation and amortization expense increased 11.6% for the first quarter 2006 compared to the same period in 2005 as a result of the completion of the amortization of the regulatory liability for accelerated depreciation in 2005 in accordance with the 2002 Georgia PSC rate order and the addition of the McIntosh combined cycle facilities in June 2005, partially offset by the lowering of the

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composite depreciation rate as part of the 2005 Retail Rate Plan. See Note 3 to the financial statements of Savannah Electric under “Retail Regulatory Matters — Rate Plans” in Item 8 of the Form 10-K for additional information.
     Taxes other than income taxes. In the first quarter 2006, taxes other than income taxes were $0.3 million higher as compared to the same period in 2005 primarily due to increased franchise taxes resulting from increases in operating revenues.
     Interest expense, net of amounts capitalized. Interest expense increased in the first quarter 2006 by 29.4% when compared to the corresponding period in 2005, primarily due to an increase in short-term borrowings and higher interest rates and a decrease in the debt component of AFUDC as a result of the commercial operation of the Plant McIntosh combined cycle project in June 2005.
     Other income (expense), net. In the first quarter 2006, other income decreased $1.2 million as compared to the same period in 2005 primarily as a result of a $1.0 million decrease in non-taxable AFUDC equity following the commercial operation of the Plant McIntosh combined cycle project in June 2005, and as a result of benefits expenses associated with the Merger.
FUTURE EARNINGS POTENTIAL
The results of operations discussed above are not necessarily indicative of Savannah Electric’s future earnings potential. The level of future earnings depends on numerous factors that affect the opportunities, challenges, and risks of Savannah Electric’s primary business of selling electricity. These factors include Savannah Electric’s ability to maintain a stable regulatory environment that continues to allow for the recovery of all prudently incurred costs. Future earnings in the near term will depend, in part, upon growth in energy sales, which is subject to a number of factors. These factors include weather, competition, energy conservation practiced by customers, the price of electricity, the price elasticity of demand, and the rate of economic growth in Savannah Electric’s service area. For additional information relating to these issues, see RISK FACTORS in Item 1A and MANAGEMENT’S DISCUSSION AND ANALYSIS — FUTURE EARNINGS POTENTIAL of Savannah Electric in Item 7 of the Form 10-K.
Environmental Matters
Compliance costs related to the Clean Air Act and other environmental regulations could affect earnings if such costs cannot be fully recovered in rates on a timely basis. For additional information, including information on certain environmental litigation, see MANAGEMENT’S DISCUSSION AND ANALYSIS — FUTURE EARNINGS POTENTIAL — “Environmental Matters” of Savannah Electric in Item 7 and Note 3 to the financial statements of Savannah Electric under “New Source Review Actions” in Item 8 of the Form 10-K.
New Source Review Reform Rules
On October 20, 2005, the EPA published a proposed rule clarifying the test for determining when an emissions increase is subject to the NSR requirements. On March 17, 2006, the U.S. Court of Appeals for the District of Columbia Circuit vacated the EPA’s proposed rule which sought to clarify the scope of the existing Routine Maintenance, Repair, and Replacement Exclusion. Because this rule was not yet in effect, the court’s ruling is not anticipated to have any impact on Savannah Electric. See MANAGEMENT’S DISCUSSION AND ANALYSIS — FUTURE EARNINGS POTENTIAL — “Environmental Matters — New Source Review Actions” of Savannah Electric in Item 7 and Note 3 to the financial statements of Savannah Electric under “Environmental Matters — New Source Review Actions” in Item 8 of the Form 10-K for additional information.

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SAVANNAH ELECTRIC AND POWER COMPANY
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
FERC and Georgia PSC Matters
Market-Based Rate Authority
See MANAGEMENT’S DISCUSSION AND ANALYSIS — FUTURE EARNINGS POTENTIAL — “FERC Matters — Market-Based Rate Authority” of Savannah Electric in Item 7 and Note 3 to the financial statements of Savannah Electric under “FERC Matters — Market-Based Rate Authority” in Item 8 of the Form 10-K for information on the FERC’s April 2004 order adopting a new interim analysis for measuring generation market power and a proceeding initiated by the FERC in December 2004 to assess Southern Company’s generation dominance within its retail service territory. Savannah Electric has authorization from the FERC to sell power to non-affiliates at market-based prices. Savannah Electric also has FERC authority to make short-term opportunity sales at market rates. Specific FERC approval must be obtained with respect to a market-based contract with an affiliate. On February 15, 2005, Southern Company submitted additional information related to generation dominance in its retail service territory. A hearing before an administrative law judge scheduled for March 2006 has been held in abeyance to allow the parties to explore settlement. Any new market-based rate transactions in its retail service territory entered into after February 27, 2005 will be subject to refund to the level of the default cost-based rates, pending the outcome of the proceeding. The impact of such sales through March 31, 2006 is not expected to exceed $0.4 million for Savannah Electric. The refund period covers 15 months. In the event that the FERC’s default mitigation measures are ultimately applied, Savannah Electric may be required to charge cost-based rates for certain wholesale sales in the Southern Company retail service territory, which may be lower than negotiated market-based rates. The final outcome of this matter will depend on the form in which the final methodology for assessing generation market power and mitigation rules may be ultimately adopted and cannot be determined at this time.
     In addition, in May 2005, the FERC initiated an investigation to determine whether Southern Company satisfies the other three parts of the FERC’s market-based rate analysis: transmission market power, barriers to entry, and affiliate abuse or reciprocal dealing. The FERC established a new 15-month refund period related to this expanded investigation. Any new market-based rate transactions involving any Southern Company subsidiary will be subject to refund to the extent the FERC orders lower rates as a result of this new investigation, with the refund period beginning July 19, 2005. The impact of such sales involving Savannah Electric through March 31, 2006 is not expected to exceed $0.7 million, of which $0.2 million relates to sales inside the retail service territory discussed above. The FERC also directed that this expanded proceeding be held in abeyance pending the outcome of the proceeding on the IIC discussed below.
     Savannah Electric believes that there is no meritorious basis for this proceeding and is vigorously defending itself in this matter. However, the final outcome of this matter, including any remedies to be applied in the event of an adverse ruling in this proceeding, cannot now be determined.
Intercompany Interchange Contract
Also in May 2005, the FERC initiated a new proceeding to examine (1) the provisions of the IIC among Alabama Power, Georgia Power, Gulf Power, Mississippi Power, Savannah Electric, Southern Power, and SCS, as agent, under the terms of which the power pool of Southern Company is operated, and, in particular, the propriety of the continued inclusion of Southern Power as a party to the IIC, (2) whether any parties to the IIC have violated the FERC’s standards of conduct applicable to utility companies that are transmission providers, and (3) whether Southern Company’s code of conduct defining Southern Power as a “system company” rather than a “marketing affiliate” is just and reasonable. In connection with the formation of Southern Power, the FERC authorized Southern Power’s inclusion in the IIC in 2000. The FERC also previously approved Southern Company’s code of conduct. The FERC order directs that the administrative law judge who presided over a proceeding involving approval of PPAs between Southern Power and Georgia

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FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Power and Savannah Electric be assigned to preside over the hearing in this proceeding and that the testimony and exhibits presented in that proceeding be preserved to the extent appropriate. Effective July 19, 2005, revenues from transactions under the IIC involving any Southern Company subsidiaries will be subject to refund to the extent the FERC orders any changes to the IIC. On April 11, 2006, Southern Company, Calpine Corporation, Coral Energy, and Dalton Utilities filed a settlement offer that would resolve the proceeding. The offer is pending before the FERC and does not require any refunds. However, because the offer is pending, the final outcome of this matter cannot now be determined. See MANAGEMENT’S DISCUSSION AND ANALYSIS — FUTURE EARNINGS POTENTIAL — “FERC Matters — Intercompany Interchange Contract” of Savannah Electric in Item 7 and Note 3 to the financial statements of Savannah Electric under “FERC Matters — Intercompany Interchange Contract” in Item 8 of the Form 10-K for additional information.
Retail Fuel Cost Recovery
On March 17, 2006, Georgia Power and Savannah Electric filed a combined request for fuel cost recovery rate changes with the Georgia PSC to be effective July 1, 2006. The requested changes will allow for the recovery of fuel costs based on an estimate of future fuel costs, as well as the collection of the existing under recovered fuel expenses. The filing also includes proposed rate changes related to the previously announced proposed merger of the two companies, which is expected to be completed by July 2006.
     The request would result in an increase of about $7.22 per month, or about 8.1%, on the average Georgia Power residential customer bill and a decrease of about $8.14 a month, or about 6.4%, on the average residential bill for a customer in the former Savannah Electric territory. Increases for business customers would depend upon the customer’s specific rate class and usage.
     The proposal would increase Georgia Power’s revenues by $556 million a year, of which approximately $106 million relates to collection of the existing under recovered fuel costs. As of the end of March 2006, Savannah Electric had an under recovered fuel balance of $81 million, and Georgia Power had an under recovered fuel balance of about $784 million, including approximately $392 million related to fuel used since June 2005. The proposed fuel rates are based on an amortization period of 35 months for Georgia Power customers and 41 months for former Savannah Electric territory customers. Hearings are scheduled for May 2006 and the Georgia PSC is expected to rule on this matter in June 2006. The outcome of this matter cannot be determined at this time. See Note 3 to the financial statements of Savannah Electric under “Retail Regulatory Matters — Fuel Cost Recovery” in Item 8 of the Form 10-K and Note (H) to the Condensed Financial Statements herein for additional information.
Other Matters
Savannah Electric is subject to certain claims and legal actions arising in the ordinary course of business. In addition, Savannah Electric’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 such as opacity and other air quality standards, 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. The ultimate outcome of such pending or potential litigation against Savannah Electric cannot be predicted at this time; however, for current proceedings not specifically reported herein or in Note 3 to the financial statements of Savannah Electric in Item 8 of the Form 10-K, management does not anticipate that the liabilities, if any, arising from such proceedings would have a material adverse effect on Savannah Electric’s financial statements.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
     See the Notes to the Condensed Financial Statements herein for discussion of various other contingencies, regulatory matters, and other matters being litigated which may affect future earnings potential.
ACCOUNTING POLICIES
Application of Critical Accounting Policies and Estimates
Savannah Electric prepares its financial statements in accordance with accounting principles generally accepted in the United States. Significant accounting policies are described in Note 1 to the financial statements of Savannah Electric in Item 8 of the Form 10-K. In the application of these policies, certain estimates are made that may have a material impact on Savannah Electric’s results of operations and related disclosures. Different assumptions and measurements could produce estimates that are significantly different from those recorded in the financial statements. See MANAGEMENT’S DISCUSSION AND ANALYSIS — ACCOUNTING POLICIES — “Application of Critical Accounting Policies and Estimates” of Savannah Electric in Item 7 of the Form 10-K for a complete discussion of Savannah Electric’s critical accounting policies and estimates related to Electric Utility Regulation, Contingent Obligations, and Unbilled Revenues.
New Accounting Standards
On January 1, 2006, Savannah Electric adopted FASB Statement No. 123(R), “Share-Based Payment,” using the modified prospective method. This statement requires that compensation cost relating to share-based payment transactions be recognized in the financial statements. That cost will be measured based on the grant date fair value of the equity or liability instruments issued. Although the compensation expense required under the revised statement differs slightly, the impacts on Savannah Electric’s financial statements are similar to the pro forma disclosures previously included in Note 1 to the financial statements of Savannah Electric under “Stock Options” in Item 8 of the Form 10-K and in Note (C) to the Condensed Financial Statements herein. Total pre-tax compensation cost related to non-vested awards not yet recognized is expected to be approximately $0.2 million over the remaining three-year service period.
FINANCIAL CONDITION AND LIQUIDITY
Overview
Savannah Electric’s financial condition remained stable at March 31, 2006. Net cash flow provided from (used for) operating activities totaled $(0.3) million for the first quarter of 2006, compared to $(2.8) million for the first quarter of 2005. The $2.5 million increase in 2006 resulted primarily from increases in base rates and the fuel cost recovery factor. Major changes in Savannah Electric’s financial condition during the first quarter of 2006 included the addition of approximately $9.9 million to utility plant. The funds for these additions and other capital requirements were derived primarily from operations and routine financing activities. See Savannah Electric’s Condensed Statements of Cash Flows herein for further details.
Capital Requirements and Contractual Obligations
See MANAGEMENT’S DISCUSSION AND ANALYSIS — FINANCIAL CONDITION AND LIQUIDITY — “Capital Requirements and Contractual Obligations” of Savannah Electric in Item 7 of the Form 10-K for a description of Savannah Electric’s capital requirements for its construction program, lease obligations, preferred stock dividends, purchase commitments, and trust funding requirements. Approximately $21 million will be required by March 31, 2007 for redemptions and maturities of long-term debt.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Sources of Capital
Savannah Electric plans to obtain the funds required for construction and other purposes from sources similar to those used in the past, including funds from operations, capital contributions from Southern Company, and short-term debt. The amount, type, and timing of any future financings, if needed, will depend upon maintenance of adequate earnings, regulatory approval, prevailing market conditions, and other factors. See MANAGEMENT’S DISCUSSION AND ANALYSIS — FINANCIAL CONDITION AND LIQUIDITY — “Sources of Capital” of Savannah Electric in Item 7 of the Form 10-K for additional information.
     Savannah Electric’s current liabilities exceed current assets due to the maturity of $21 million of long-term debt in 2006. To meet short-term cash needs and contingencies, Savannah Electric had at March 31, 2006 approximately $3.2 million of cash and cash equivalents and $80 million of unused committed credit arrangements with banks, of which $60 million expire in 2006 and the remaining $20 million expires in 2008. All of the unused credit arrangements expiring in 2006 include two-year term loan options executable at the expiration date. The credit arrangements provide liquidity support to some of Savannah Electric’s obligations with respect to variable rate debt and commercial paper. Savannah Electric expects to renew its credit facilities, as needed, prior to expiration. See Note 6 to the financial statements of Savannah Electric under “Bank Credit Arrangements” in Item 8 of the Form 10-K for additional information. Savannah Electric may also meet short-term cash needs through a Southern Company subsidiary organized to issue and sell commercial paper and extendible commercial notes at the request and for the benefit of Savannah Electric and other Southern Company subsidiaries. At March 31, 2006, Savannah Electric had $37.5 million of outstanding commercial paper and $14.1 million of outstanding extendible commercial notes.
Credit Rating Risk
Savannah Electric does not have any credit arrangements that would require material changes in payment schedules or terminations as a result of a credit rating downgrade. Savannah Electric, along with all members of the Southern Company power pool, is also party to certain derivatives agreements that could require collateral and/or accelerated payment in the event of a credit rating change to below investment grade for Alabama Power and/or Georgia Power. These agreements are primarily for natural gas price and interest rate risk management activities. At March 31, 2006, Savannah Electric’s total exposure to these types of agreements was approximately $11 million.
Market Price Risk
Savannah Electric’s market risk exposures relative to interest rate changes have not changed materially compared with the December 31, 2005 reporting period. In addition, Savannah Electric 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 Electric 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 Electric enters into fixed-price contracts for the purchase and sale of electricity through the wholesale electricity market. Savannah Electric has also implemented a retail fuel hedging program at the instruction of the Georgia PSC.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
     The fair value of derivative energy contracts at March 31, 2006 was as follows:
         
    First Quarter  
    2006  
    Changes  
 
    Fair Value  
 
    (in thousands)  
Contracts beginning of period
  $ 8,748  
Contracts realized or settled
    (1,438 )
New contracts at inception
     
Changes in valuation techniques
     
Current period changes (a)
    (6,457 )
 
Contracts at March 31, 2006
  $ 853  
 
(a)   Current period changes also include the changes in fair value of new contracts entered into during the period.
                         
    Source of March 31, 2006  
    Valuation Prices  
 
            Maturity  
    Total              
    Fair Value     Year 1     1-3 Years  
 
    (in thousands)  
Actively quoted
  $ 853     $ (1,034 )   $ 1,887  
External sources
                 
Models and other methods
                 
 
Contracts at March 31, 2006
  $ 853     $ (1,034 )   $ 1,887  
 
     Unrealized gains and losses from mark-to-market adjustments on derivative contracts related to Savannah Electric’s fuel hedging program are recorded as regulatory assets and liabilities. Realized gains and losses from this program are included in fuel expense and recovered through Savannah Electric’s fuel cost recovery clause. Of the net gains, Savannah Electric is allowed to retain 25% in earnings. Gains and losses on derivative contracts that are not designated as hedges are recognized in the statements of income as incurred. These amounts were not material in any period presented. At March 31, 2006, the fair value gain/(loss) of derivative energy contracts was reflected in the financial statements as follows:
         
    Amounts  
 
    (in thousands)  
Regulatory liabilities, net
  $ 853  
Accumulated other comprehensive income
     
Net income
     
 
Total fair value gain
  $ 853  
 
     For additional information, see MANAGEMENT’S DISCUSSION AND ANALYSIS — FINANCIAL CONDITION AND LIQUIDITY — “Market Price Risk” of Savannah Electric in Item 7 and Notes 1 and 6 to the financial statements of Savannah Electric under “Financial Instruments” in Item 8 of the Form 10-K and Note (F) to the Condensed Financial Statements herein.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Financing Activities
Savannah Electric did not issue or redeem any long-term securities in the first quarter of 2006. In February 2006, Savannah Electric received a capital contribution from Southern Company of $30 million. In addition to any financings that may be necessary to meet capital requirements and contractual obligations, Savannah Electric plans to continue, when economically feasible, a program to retire higher-cost securities and replace these obligations with lower-cost capital if market conditions permit. If the Merger is completed, all future financings for Savannah operations will be assumed by Georgia Power.
     Subsequent to March 31, 2006, a cash flow hedge with a $30 million notional amount used to hedge the interest exposure arising from a forecasted debt issuance in May 2006 was terminated at a gain of $2.1 million. The fair value gain at March 31, 2006 of $1.6 million will remain in other comprehensive income and be reclassified to income over a 10-year period if the debt issuance actually occurs; otherwise the gain will be recognized immediately in income. This decision will be based mainly upon the outcome of the Merger. The change in fair value of $0.5 million subsequent to March 31, 2006 will be recognized in income in the second quarter 2006.

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CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
                 
    For the Three Months  
    Ended March 31,  
    2006     2005  
    (in thousands)  
Operating Revenues:
               
Sales for resale —
               
Non-affiliates
  $ 51,697     $ 40,104  
Affiliates
    87,323       112,337  
Other revenues
    809       380  
 
           
Total operating revenues
    139,829       152,821  
 
           
Operating Expenses:
               
Fuel
    14,259       34,544  
Purchased power —
               
Non-affiliates
    13,971       8,862  
Affiliates
    19,407       20,954  
Other operations
    17,507       12,719  
Maintenance
    5,885       3,259  
Depreciation and amortization
    14,707       12,783  
Taxes other than income taxes
    3,661       2,955  
 
           
Total operating expenses
    89,397       96,076  
 
           
Operating Income
    50,432       56,745  
Other Income and (Expense):
               
Interest expense, net of amounts capitalized
    (20,342 )     (19,244 )
Other income (expense), net
    2,403       92  
 
           
Total other income and (expense)
    (17,939 )     (19,152 )
 
           
Earnings Before Income Taxes
    32,493       37,593  
Income taxes
    12,593       14,520  
 
           
Net Income
  $ 19,900     $ 23,073  
 
           
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)
                 
    For the Three Months  
    Ended March 31,  
    2006     2005  
    (in thousands)  
Net Income
  $ 19,900     $ 23,073  
Other comprehensive income (loss):
               
Changes in fair value of qualifying hedges, net of tax of $(79)
    (122 )      
Reclassification adjustment for amounts included in net income, net of tax of $1,112 and $1,041, respectively
    1,732       1,612  
 
           
COMPREHENSIVE INCOME
  $ 21,510     $ 24,685  
 
           
The accompanying notes as they relate to Southern Power are an integral part of these condensed financial statements.

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SOUTHERN POWER COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
                 
    For the Three Months  
    Ended March 31,  
    2006     2005  
    (in thousands)  
Operating Activities:
               
Net income
  $ 19,900     $ 23,073  
Adjustments to reconcile net income to net cash provided from operating activities —
           
Depreciation and amortization
    18,070       16,448  
Deferred income taxes and investment tax credits, net
    17,251       15,598  
Deferred revenues
    (26,672 )     (26,194 )
Tax benefit of stock options
          188  
Other, net
    3,480       (538 )
Changes in certain current assets and liabilities —
           
Receivables
    38,672       964  
Fossil fuel stock
    (293 )     593  
Materials and supplies
    (356 )     (232 )
Other current assets
    (8,517 )     (3,894 )
Accounts payable
    (46,701 )     (6,148 )
Accrued taxes
    2,899       3,014  
Accrued interest
    (15,365 )     (15,598 )
 
           
Net cash provided from operating activities
    2,368       7,274  
 
           
Investing Activities:
               
Property additions
    (1,175 )     (2,075 )
Other
    2       (2,413 )
 
           
Net cash used for investing activities
    (1,173 )     (4,488 )
 
           
Financing Activities:
               
Increase in notes payable, net
    231        
Payment of common stock dividends
    (19,425 )      
 
           
Net cash used for financing activities
    (19,194 )      
 
           
Net Change in Cash and Cash Equivalents
    (17,999 )     2,786  
Cash and Cash Equivalents at Beginning of Period
    27,631       25,241  
 
           
Cash and Cash Equivalents at End of Period
  $ 9,632     $ 28,027  
 
           
Supplemental Cash Flow Information:
               
Cash paid during the period for — Interest (net of $0 and $0 capitalized for 2006 and 2005, respectively)
  $ 32,260     $ 31,073  
— Income taxes (net of refunds)
  $ 4,227     $ 3,593  
The accompanying notes as they relate to Southern Power are an integral part of these condensed financial statements.

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SOUTHERN POWER COMPANY
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
                 
    At March 31,     At December 31,  
Assets   2006     2005  
    (in thousands)  
Current Assets:
               
Cash and cash equivalents
  $ 9,632     $ 27,631  
Receivables —
           
Customer accounts receivable
    20,400       20,953  
Other accounts receivable
    71       93  
Affiliated companies
    38,161       60,505  
Fossil fuel stock, at average cost
    7,514       7,221  
Materials and supplies, at average cost
    15,984       15,628  
Prepaid service agreement — current
    19,829       6,178  
Other prepaid expenses
    9,072       4,610  
Other
    2,415       251  
 
           
Total current assets
    123,078       143,070  
 
           
Property, Plant, and Equipment:
               
In service
    2,030,150       2,030,996  
Less accumulated provision for depreciation
    171,817       161,358  
 
           
 
    1,858,333       1,869,638  
Construction work in progress
    203,254       218,812  
 
           
Total property, plant, and equipment
    2,061,587       2,088,450  
 
           
Deferred Charges and Other Assets:
               
Prepaid long-term service agreements
    31,659       46,447  
Other—
           
Affiliated
    5,770       4,496  
Other
    19,062       20,513  
 
           
Total deferred charges and other assets
    56,491       71,456  
 
           
Total Assets
  $ 2,241,156     $ 2,302,976  
 
           
The accompanying notes as they relate to Southern Power are an integral part of these condensed financial statements.

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SOUTHERN POWER COMPANY
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
                 
    At March 31,     At December 31,  
Liabilities and Stockholder’s Equity   2006     2005  
    (in thousands)  
Current Liabilities:
               
Securities due within one year
  $ 200     $ 200  
Notes payable
    110,923       110,692  
Accounts payable —
               
Affiliated
    21,687       65,262  
Other
    4,513       7,651  
Accrued taxes —
               
Income taxes
          3,477  
Other
    5,424       2,524  
Accrued interest
    13,796       29,161  
Other
    214       71  
 
           
Total current liabilities
    156,757       219,038  
 
           
Long-term Debt
    1,099,569       1,099,520  
 
           
Deferred Credits and Other Liabilities:
               
Accumulated deferred income taxes
    87,896       68,535  
Deferred capacity revenues — Affiliated
    12,869       37,534  
Other —
               
Affiliated
    9,458       10,792  
Other
    6,178       1,214  
 
           
Total deferred credits and other liabilities
    116,401       118,075  
 
           
Total Liabilities
    1,372,727       1,436,633  
 
           
Common Stockholder’s Equity:
               
Common stock, par value $.01 per share —
               
Authorized - 1,000,000 shares
               
Outstanding - 1,000 shares
           
Paid-in capital
    746,244       746,243  
Retained earnings
    165,000       164,525  
Accumulated other comprehensive loss
    (42,815 )     (44,425 )
 
           
Total common stockholder’s equity
    868,429       866,343  
 
           
Total Liabilities and Stockholder’s Equity
  $ 2,241,156     $ 2,302,976  
 
           
The accompanying notes as they relate to Southern Power are an integral part of these condensed financial statements.

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SOUTHERN POWER COMPANY
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
FIRST QUARTER 2006 vs. FIRST QUARTER 2005
OVERVIEW
Southern Power constructs, owns, and manages Southern Company’s competitive generation assets and sells electricity at market-based rates in the Super Southeast wholesale market. Southern Power continues to focus on executing its regional strategy in the Super Southeast in 2006, including potential acquisition and/or expansion opportunities. Southern Power continues to address questions at the federal regulatory level relative to market power and affiliate transactions. See FUTURE EARNINGS POTENTIAL - “FERC Matters” herein for additional detail.
     To evaluate operating results and to ensure Southern Power’s ability to meet its contractual commitments to customers, Southern Power focuses on several key performance indicators. These indicators consist of plant availability, peak season equivalent forced outage rate (EFOR), and net income. Plant availability shows the percentage of time during the year that Southern Power’s generating units are available to be called upon to generate (the higher the better), whereas the EFOR more narrowly defines the hours during peak demand times when Southern Power’s generating units are not available due to forced outages (the lower the better). For additional information on these indicators, see MANAGEMENT’S DISCUSSION AND ANALYSIS — OVERVIEW — “Key Performance Indicators” of Southern Power in Item 7 of the Form 10-K.
RESULTS OF OPERATIONS
Earnings
Southern Power’s net income for the first quarter 2006 was $19.9 million compared to $23.1 million for the corresponding period of 2005. The decrease in first quarter 2006 earnings of $3.2 million, or 13.8%, was primarily the result of the decreased demand under affiliate company PPAs due to milder weather within the Southern Company service territory and the timing of maintenance activities. This decrease was partially offset by the operations of Plant Oleander acquired in June 2005 and a new contract with Piedmont Municipal Power Authority (PMPA).
     Significant income statement items appropriate for discussion include the following:
                 
    Increase (Decrease)  
    First Quarter  
    (in thousands)     %  
Sales for resale — non-affiliates
  $ 11,593       28.9  
Sales for resale — affiliates
    (25,014 )     (22.3 )
Fuel expense
    (20,285 )     (58.7 )
Purchased power expense — non-affiliates
    5,109       57.7  
Purchased power expense — affiliates
    (1,547 )     (7.4 )
Other operations expense
    4,788       37.6  
Maintenance expense
    2,626       80.6  
Depreciation and amortization expense
    1,924       15.1  
Interest expense, net of amounts capitalized
    (1,098 )     (5.7 )
Other income (expense), net
    2,311       N/M  
 
N/M — Not meaningful
               
     Sales for resale affiliates and non-affiliates. First quarter 2006 revenues from sales for resale to non-affiliates increased and sales for resale to affiliates decreased compared to the corresponding period in 2005. The increase in revenues from non-affiliates was primarily due to PPA sales from Plant Oleander. The decrease in revenues from affiliates was primarily due to lower energy sales under existing PPAs with affiliates as a result of decreased demand

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
related to milder weather and scheduled maintenance outages, largely offset by reductions in fuel expense. See FUTURE EARNINGS POTENTIAL — “Power Sales Agreements” of Southern Power in Item 7 of the Form 10-K.
     Fuel expense. Fuel expense in the first quarter 2006 decreased when compared to the same period in 2005 due to a decline in energy sales under PPAs with affiliates. Existing PPAs generally provide that the purchasers are responsible for substantially all of the fuel costs relating to energy delivered under the PPAs; therefore, fuel expenses do not have a significant impact on net income.
     Purchased power expense affiliates and non-affiliates. Total purchased power increased in the first quarter 2006 when compared to the same period in 2005. During the first quarter of 2006, purchased power from non-affiliates increased but was partially offset by a decrease in purchased power from affiliates when compared to the corresponding period of 2005. This was primarily due to the availability of lower cost energy from contracts with Georgia electric membership cooperatives and PMPA.
     Other operations expense. Other operations expense increased in the first quarter 2006 when compared to the corresponding period in 2005 primarily due to the operations at Plant Oleander, transmission costs related to the PMPA contract, and increased administrative costs.
     Maintenance expense. Maintenance expense increased in first quarter 2006 when compared to the corresponding period in 2005, primarily as a result of operations at Plant Oleander, a scheduled outage at Plant Wansley, and the timing of maintenance activities at Plant Franklin and Plant Harris.
     Depreciation and amortization expense. Depreciation expense increased in the first quarter 2006 when compared to the corresponding period in 2005, primarily as a result of additional plant in service relating to Plant Oleander, which was acquired in June 2005, and new depreciation rates adopted as of March 1, 2006 as a result of a new depreciation study.
     Interest expense, net of amounts capitalized. Interest expense, net of amounts capitalized increased in the first quarter 2006 when compared to the same period in 2005 primarily as the result of an increase in outstanding short-term debt incurred to finance the Plant Oleander acquisition.
     Other income (expense), net. The $2.3 million increase in other income (expense), net during the first quarter 2006 compared to the same period in 2005 was primarily the result of mark-to-market gains on open derivative positions.
FUTURE EARNINGS POTENTIAL
The results of operations discussed above are not necessarily indicative of Southern Power’s future earnings potential. Several factors affect the opportunities, challenges, and risks of Southern Power’s competitive wholesale energy business. These factors include the ability to achieve sales growth while containing costs. Another major factor is federal regulatory policy, which may impact Southern Power’s level of participation in this market. The level of future earnings depends on numerous factors, especially regulatory matters, including those related to affiliate contracts, sales, creditworthiness of customers, total generating capacity available in the Southeast, and the successful remarketing of capacity as current contracts expire. For additional information relating to these issues, see RISK FACTORS in Item 1A and MANAGEMENT’S DISCUSSION AND ANALYSIS — FUTURE EARNINGS POTENTIAL of Southern Power in Item 7 of the Form 10-K.

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SOUTHERN POWER COMPANY
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
FERC Matters
Market-Based Rate Authority
See MANAGEMENT’S DISCUSSION AND ANALYSIS — FUTURE EARNINGS POTENTIAL — “FERC Matters — Market-Based Rate Authority” of Southern Power in Item 7 and Note 2 to the financial statements of Southern Power under “FERC Matters — Market-Based Rate Authority” in Item 8 of the Form 10-K for information on the FERC’s April 2004 order adopting a new interim analysis for measuring generation market power and a proceeding initiated by the FERC in December 2004 to assess Southern Company’s generation dominance within its retail service territory. Southern Power has authorization from the FERC to sell power to non-affiliates at market-based prices. Southern Power also has FERC authority to make short-term opportunity sales at market rates. Specific FERC approval must be obtained with respect to a market-based contract with an affiliate. On February 15, 2005, Southern Company submitted additional information related to generation dominance in its retail service territory. A hearing before an administrative law judge scheduled for March 2006 has been held in abeyance to allow the parties to explore settlement. Any new market-based rate transactions in Southern Company’s retail service territory entered into after February 27, 2005 will be subject to refund to the level of the default cost-based rates, pending the outcome of the proceeding. The impact of such sales through March 31, 2006 is not expected to exceed $0.7 million for Southern Power. The refund period covers 15 months. In the event that the FERC’s default mitigation measures are ultimately applied, Southern Power may be required to charge cost-based rates for certain wholesale sales in the Southern Company retail service territory, which may be lower than negotiated market-based rates. The final outcome of this matter will depend on the form in which the final methodology for assessing generation market power and mitigation rules may be ultimately adopted and cannot be determined at this time.
     In addition, in May 2005, the FERC initiated an investigation to determine whether Southern Company satisfies the other three parts of the FERC’s market-based rate analysis: transmission market power, barriers to entry, and affiliate abuse or reciprocal dealing. The FERC established a new 15-month refund period related to this expanded investigation. Any new market-based rate transactions involving any Southern Company subsidiary will be subject to refund to the extent the FERC orders lower rates as a result of this new investigation, with the refund period beginning July 19, 2005. The impact of such sales involving Southern Power through March 31, 2006 is not expected to exceed $1.9 million, of which $0.5 million relates to sales inside the retail service territory discussed above. The FERC also directed that this expanded proceeding be held in abeyance pending the outcome of the proceeding on the IIC discussed below.
     Southern Power believes that there is no meritorious basis for this proceeding and is vigorously defending itself in this matter. However, the final outcome of this matter, including any remedies to be applied in the event of an adverse ruling in this proceeding, cannot now be determined.
Intercompany Interchange Contract
Also in May 2005, the FERC initiated a new proceeding to examine (1) the provisions of the IIC among Alabama Power, Georgia Power, Gulf Power, Mississippi Power, Savannah Electric, Southern Power, and SCS, as agent, under the terms of which the power pool of Southern Company is operated, and, in particular, the propriety of the continued inclusion of Southern Power as a party to the IIC, (2) whether any parties to the IIC have violated the FERC’s standards of conduct applicable to utility companies that are transmission providers, and (3) whether Southern Company’s code of conduct defining Southern Power as a “system company” rather than a “marketing affiliate” is just and reasonable. In connection with the formation of Southern Power, the FERC authorized Southern Power’s inclusion in the IIC in 2000. The FERC also previously approved Southern Company’s code of conduct. The FERC order directs that the administrative law judge who presided over a proceeding involving approval of PPAs between Southern Power and Georgia Power and Savannah Electric be assigned to preside over the hearing in this proceeding and that the testimony and exhibits presented in that proceeding be preserved to the extent appropriate. Effective July 19, 2005, revenues from transactions under the IIC involving any Southern Company subsidiaries will be subject to refund to the extent the FERC orders any changes to the IIC. On April 11, 2006, Southern Company, Calpine Corporation, Coral

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SOUTHERN POWER COMPANY
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Energy, and Dalton Utilities filed a settlement offer that would resolve the proceeding. The offer is pending before the FERC and does not require any refunds. However, because the offer is pending, the final outcome of this matter cannot now be determined. See MANAGEMENT’S DISCUSSION AND ANALYSIS — FUTURE EARNINGS POTENTIAL — “FERC Matters — Intercompany Interchange Contract” of Southern Power in Item 7 and Note 2 to the financial statements of Southern Power under “FERC Matters — Intercompany Interchange Contract” in Item 8 of the Form 10-K for additional information.
Other Matters
See MANAGEMENT’S DISCUSSION AND ANALYSIS — FUTURE EARNINGS POTENTIAL — “Power Sales Agreements” of Southern Power in Item 7 of the Form 10-K for additional information on long-term PPAs. 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 the counterparty does not meet certain rating or financial requirements. The PPAs are expected to provide Southern Power with a stable source of revenue during their respective terms.
     See MANAGEMENT’S DISCUSSION AND ANALYSIS — FUTURE EARNINGS POTENTIAL — “Environmental Matters” of Southern Power in Item 7 of the Form 10-K for information on the development by federal and state environmental regulatory agencies of additional control strategies for emission of air pollution from industrial sources, including electric generating facilities. Compliance costs related to current and future environmental laws and regulations could affect earnings if such costs are not fully recovered. While Southern Power’s PPAs generally contain provisions that permit charging the counterparty with some of the new costs incurred as a result of changes in environmental laws and regulations, the full impact of any such regulatory or legislative changes cannot be determined at this time.
     Southern Power is subject to certain claims and legal actions arising in the ordinary course of business. In addition, 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 such as opacity and other air quality standards, 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. The ultimate outcome of such potential litigation against Southern Power cannot be predicted at this time; however, management does not anticipate that the liabilities, if any, arising from any such current proceedings would have a material adverse effect on Southern Power’s financial statements.
     See Note (B) to the Condensed Financial Statements herein for discussion of various other contingencies, regulatory matters, and other matters being litigated which may affect future earnings potential.
ACCOUNTING POLICIES
Application of Critical Accounting Policies and Estimates
Southern Power prepares its financial statements in accordance with accounting principles generally accepted in the United States. Significant accounting policies are described in Note 1 to the financial statements of Southern Power in Item 8 of the Form 10-K. In the application of these policies, certain estimates are made that may have a material impact on Southern Power’s results of operations and related disclosures. Different assumptions and measurements could produce estimates that are significantly different from those recorded in the financial statements. See MANAGEMENT’S DISCUSSION AND ANALYSIS — ACCOUNTING POLICIES — “Application of Critical Accounting Policies and Estimates” of Southern Power in Item 7 of the Form 10-K for a complete discussion of Southern Power’s critical accounting policies and estimates related to revenue recognition and asset impairments.

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SOUTHERN POWER COMPANY
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
FINANCIAL CONDITION AND LIQUIDITY
Overview
Southern Power’s financial condition remained stable at March 31, 2006. Net cash flow from operating activities decreased $4.9 million for the three months ended March 31, 2006 as compared to the same period in 2005 primarily as a result of lower demand under affiliate company PPAs. Other significant transactions in the three months ended March 31, 2006 included a $19.4 million dividend to Southern Company and the completion of the sale of Cherokee Falls LLC and all of its assets to Southern Company’s nuclear development affiliate.
Capital Requirements and Contractual Obligations
See MANAGEMENT’S DISCUSSION AND ANALYSIS — FINANCIAL CONDITION AND LIQUIDITY —“Capital Requirements and Contractual Obligations” of Southern Power in Item 7 of the Form 10-K 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
Southern Power may use operating cash flows, external funds, or capital contributions from Southern Company to finance any new projects, acquisitions, and ongoing capital requirements. Southern Power expects to generate external funds from commercial paper, the issuance of unsecured senior debt, preferred equity securities, or the utilization of credit arrangements from banks. See MANAGEMENT’S DISCUSSION AND ANALYSIS — FINANCIAL CONDITION AND LIQUIDITY — “Sources of Capital” of Southern Power in Item 7 of the Form 10-K for additional information.
     At March 31, 2006, Southern Power’s current liabilities exceeded current assets due to the use of short-term debt as a funding source to finance the Plant Oleander acquisition and for general corporate needs. At March 31, 2006, Southern Power had approximately $9.6 million of cash and cash equivalents to meet short-term cash needs and contingencies. To insure liquidity and capital resource requirements, Southern Power has a $400 million committed credit facility with banks. Proceeds from borrowings under this arrangement may be used for working capital and general corporate purposes as well as liquidity support for Southern Power’s commercial paper program. At March 31, 2006, Southern Power had no outstanding borrowings under its credit facility.
     At March 31, 2006, Southern Power had approximately $110.9 million of commercial paper outstanding. Amounts drawn under the commercial paper program may be used to finance acquisition and construction costs related to electric generating facilities and for general corporate purposes.
Credit Rating Risk
Southern Power does not have any credit arrangements 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 BBB and Baa2 or to BBB- or Baa3 or below. Generally, collateral may be provided with a Southern Company guaranty, letter of credit, or cash. These contracts are primarily for physical electricity purchases and sales. At March 31, 2006, the maximum potential collateral requirements at a BBB and Baa2 rating were approximately $9 million and at a BBB- or Baa3 rating were approximately $221 million. The maximum potential collateral requirements at a rating below BBB- or Baa3 were approximately $339 million. Southern Power, along with all members of the Southern Company power pool, is also party to certain derivative agreements that could require collateral and/or accelerated payment in the event of a credit rating change to below investment grade for Alabama Power and/or Georgia Power. These agreements are primarily for natural gas price risk management activities. At March 31, 2006, Southern Power’s total exposure to these types of agreements was approximately $11 million.

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SOUTHERN POWER COMPANY
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Market Price Risk
Southern Power is exposed to market risks, including changes in interest rates, certain energy-related commodity prices, and, occasionally, currency exchange rates. To manage the volatility attributable to these exposures, Southern Power nets the exposures to take advantage of natural offsets and enters into various derivative transactions for the remaining exposures pursuant to Southern Power’s 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.
     Southern Power’s market risk exposures relative to interest rate changes have not changed materially compared with the December 31, 2005 reporting period. 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 generating facilities is primarily sold under long-term PPAs with tolling agreements and provisions shifting substantially all of the responsibility for fuel cost to the purchasers, 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 sale of electricity.
     The fair value of changes in derivative energy contracts at March 31, 2006 was as follows:
         
    First Quarter 2006 Changes  
    Fair Value  
    (in thousands)  
Contracts beginning of year
  $ 223  
Contracts realized or settled
    56  
New contracts at inception
     
Current period changes (a)
    1,961  
 
     
Contracts at March 31, 2006
  $ 2,240  
 
     
(a)   Current period changes also include the changes in fair value of new contracts entered into during the period.
     At March 31, 2006, the sources of the valuation prices were as follows:
                         
    Total     Maturity  
    Fair Value     Year 1     1-3 Years  
    (in thousands)          
Actively quoted
  $ 2,241     $ 2,203     $ 38  
External sources
    (1 )     (1 )      
Models and other methods
                 
Contracts end of quarter
  $ 2,240     $ 2,202     $ 38  
 
                 
     Unrealized pre-tax gains and losses on electric contracts used to hedge anticipated sales, and gas contracts used to hedge anticipated purchases and sales, are deferred in Other Comprehensive Income. Realized gains and losses on contracts that do not represent hedges are recognized in the statements of income as incurred.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
     At March 31, 2006, the fair value gain/(loss) of derivative energy contracts was as follows:
         
    Amounts  
    (in thousands)  
Net Income
  $ 2,379  
Accumulated other comprehensive income
    (139 )
 
     
Total fair value gain
  $ 2,240  
 
     
     For additional information, see MANAGEMENT’S DISCUSSION AND ANALYSIS — FINANCIAL CONDITION AND LIQUIDITY — “Market Price Risk” of Southern Power in Item 7 and Notes 1 and 5 to the financial statements of Southern Power under “Financial Instruments” in Item 8 of the Form 10-K and Note (F) to the Condensed Financial Statements herein.

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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 Company
  A, B, C, D, E, F, G, H, I, J, K
 
   
Alabama Power
  A, B, C, D, F, G, J
 
   
Georgia Power
  A, B, C, D, F, G, H
 
   
Gulf Power
  A, B, C, D, F, G
 
   
Mississippi Power
  A, B, C, D, F, G, I
 
   
Savannah Electric
  A, B, C, D, F, G, H, J
 
   
Southern Power
  A, B, F

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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 quarterly financial statements of the registrants included herein have been prepared by each registrant, without audit, pursuant to the rules and regulations of the SEC. The condensed balance sheets as of December 31, 2005 have been derived from the audited financial statements. 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 March 31, 2006 and 2005. 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 details which have not changed significantly in amount or composition since the filing of the Form 10-K are omitted from this Quarterly Report on Form 10-Q. Therefore, these condensed financial statements should be read in conjunction with the financial statements and the notes thereto included in the Form 10-K. Certain prior period amounts have been reclassified to conform to 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)   See Note 3 to the financial statements of Southern Company and the retail operating companies and Note 2 to the financial statements of Southern Power in Item 8 of the Form 10-K for information relating to various lawsuits and other contingencies.
 
    NEW SOURCE REVIEW ACTIONS
 
    New Source Review Litigation
 
    See MANAGEMENT’S DISCUSSION AND ANALYSIS — FUTURE EARNINGS POTENTIAL — “Environmental Matters — New Source Review Actions” of Southern Company and Alabama Power in Item 7 and Note 3 to the financial statements of Southern Company and Alabama Power under “Environmental Matters — New Source Review Actions” in Item 8 of the Form 10-K for additional information regarding a civil action brought by the EPA alleging that Alabama Power had violated the NSR provisions of the Clean Air Act and related state laws with respect to certain of its coal-fired generating facilities. On April 24, 2006, as a result of court-ordered mediation, the EPA filed, with the U.S. District Court for the Northern District of Alabama, statements designed to result in a judgment being entered in favor of Alabama Power on the claims related to Plants Barry, Gaston, Gorgas, and Greene County. In turn, Alabama Power agreed to the filing with the district court of a proposed consent decree that, upon such court’s approval, would require Alabama Power to pay $100,000 to resolve the EPA’s claim for a civil penalty related to alleged violations at Plant Miller. The proposed consent decree also formalizes specific emissions reductions to be accomplished by Alabama Power. These reductions are consistent with other Clean Air Act programs that require emissions reductions. Alabama Power further agreed to donate $4.9 million of sulfur dioxide emission allowances to a nonprofit charitable organization. As a result, Alabama Power recognized $5 million in other income (expense), net related to the proposed consent decree. The final resolution of these claims is dependent on further court action and subject to possible appeals, and therefore, cannot be determined at this time.

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NOTES TO THE CONDENSED FINANCIAL STATEMENTS: (Continued)
    New Source Review Reform Rules
 
    On October 20, 2005, the EPA published a proposed rule clarifying the test for determining when an emissions increase is subject to the NSR requirements. On March 17, 2006, the U.S. Court of Appeals for the District of Columbia Circuit vacated the EPA’s proposed rule which sought to clarify the scope of the existing Routine Maintenance, Repair, and Replacement Exclusion. Because this rule was not yet in effect, the court’s ruling is not anticipated to have any impact on Southern Company or its subsidiaries.
 
    PLANT WANSLEY ENVIRONMENTAL LITIGATION
 
    On March 30, 2006, the U.S. Court of Appeals for the Eleventh Circuit ruled in favor of Georgia Power on its appeal and reversed the district court’s order regarding certain alleged opacity violations at Plant Wansley. The court of appeals remanded the case to the U.S. District Court for the Northern District of Georgia for further proceedings consistent with its decision. The ultimate outcome of this matter cannot now be determined. See Note 3 to the financial statements of Southern Company and Georgia Power under “Environmental Matters — Plant Wansley Environmental Litigation” in Item 8 of the Form 10-K for additional information.
 
    MIRANT MATTERS
 
    Mirant was an energy company with businesses that included independent power projects and energy trading and risk management companies in the U.S. and selected other countries. It was a wholly-owned subsidiary of Southern Company until its initial public offering in October 2000. In April 2001, Southern Company completed a spin-off to its shareholders of its remaining ownership, and Mirant became an independent corporate entity. In July 2003, Mirant filed for voluntary reorganization under Chapter 11 of the Bankruptcy Code. See Note 3 to the financial statements of Southern Company under “Mirant Matters — Mirant Bankruptcy” in Item 8 of the Form 10-K for information regarding Southern Company’s contingent liabilities associated with Mirant, including guarantees of contractual commitments, litigation, and joint and several liabilities in connection with the consolidated federal income tax return.
 
    Mirant Securities Litigation
 
    See Note 3 to the financial statements of Southern Company under “Mirant Matters — Mirant Securities Litigation” in Item 8 of the Form 10-K for information regarding a class action lawsuit that several Mirant shareholders (plaintiffs) originally filed against Mirant and certain Mirant officers in May 2002. In November 2002, Southern Company, certain former and current senior officers of Southern Company, and 12 underwriters of Mirant’s initial public offering were added as defendants. On March 24, 2006, the plaintiffs filed a Motion for Reconsideration requesting that the court vacate that portion of its July 14, 2003 order dismissing the plaintiffs’ claims based upon Mirant’s alleged improper energy trading and marketing activities involving the California energy market. Southern Company and the other defendants have opposed the plaintiffs’ motion. The plaintiffs have also stated that they intend to request that the court grant leave for them to amend the complaint to add allegations based upon claims asserted against Southern Company in the Mirant bankruptcy litigation. See Note 3 to the financial statements of Southern Company under “Mirant Matters — Mirant Bankruptcy Litigation” in Item 8 of the Form 10-K for additional information. The ultimate outcome of these matters cannot be determined at this time.
 
    Southern Company Employee Savings Plan Litigation
 
    See Note 3 to the financial statements of Southern Company under “Mirant Matters — Southern Company Employee Savings Plan Litigation” in Item 8 of the Form 10-K for information related to the class action complaint filed under ERISA on behalf of a purported class of participants in or beneficiaries of The Southern Company Employee Savings Plan at any time since April 2, 2001 and whose plan accounts

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NOTES TO THE CONDENSED FINANCIAL STATEMENTS: (Continued)
    included investments in Mirant common stock. In April 2006, the U.S. District Court for the Northern District of Georgia granted summary judgment in favor of Southern Company and all individually named defendants in the case. The plaintiff has filed an appeal of the ruling. The final outcome of this matter cannot be determined at this time.
 
    FERC MATTERS
 
    See Note 3 to the financial statements of Southern Company, Alabama Power, Georgia Power, Gulf Power, Mississippi Power, and Savannah Electric under “FERC Matters — Market-Based Rate Authority” and Note 2 to the financial statements of Southern Power under “FERC Matters — Market-Based Rate Authority” in Item 8 of the Form 10-K for information on the FERC’s April 2004 order adopting a new interim analysis for measuring generation market power and a proceeding initiated by the FERC in December 2004 to assess Southern Company’s generation dominance within its retail service territory. Each of the retail operating companies and Southern Power has authorization from the FERC to sell power to non-affiliates at market-based prices. Through SCS, as agent, the retail operating companies and Southern Power also have FERC authority to make short-term opportunity sales at market rates. Specific FERC approval must be obtained with respect to a market-based contract with an affiliate. On February 15, 2005, Southern Company submitted additional information related to generation dominance in its retail service territory. A hearing before an administrative law judge scheduled for March 2006 has been held in abeyance to allow the parties to explore settlement. Any new market-based rate transactions in Southern Company’s retail service territory entered into after February 27, 2005 will be subject to refund to the level of the default cost-based rates, pending the outcome of the proceeding. The impact of all such sales through March 31, 2006 is not expected to exceed $19 million for the Southern Company system. The refund period covers 15 months. In the event that the FERC’s default mitigation measures for entities that are found to have market power are ultimately applied, the retail operating companies and Southern Power may be required to charge cost-based rates for certain wholesale sales in the Southern Company retail service territory, which may be lower than negotiated market-based rates. The final outcome of this matter will depend on the form in which the final methodology for assessing generation market power and mitigation rules may be ultimately adopted and cannot be determined at this time.
 
         In addition, in May 2005, the FERC initiated an investigation to determine whether Southern Company satisfies the other three parts of the FERC’s market-based rate analysis: transmission market power, barriers to entry, and affiliate abuse or reciprocal dealing. The FERC established a new 15-month refund period related to this expanded investigation. Any new market-based rate transactions involving any Southern Company subsidiary will be subject to refund to the extent the FERC orders lower rates as a result of this new investigation, with the refund period beginning July 19, 2005. The impact of all such sales through March 31, 2006 is not expected to exceed $36.8 million, of which $14.8 million relates to sales inside the retail service territory discussed above. The FERC also directed that this expanded proceeding be held in abeyance pending the outcome of the proceeding on the IIC discussed below.
 
         Southern Company and its subsidiaries believe that there is no meritorious basis for this proceeding and are vigorously defending themselves in this matter. However, the final outcome of this matter, including any remedies to be applied in the event of an adverse ruling in this proceeding, cannot now be determined.
 
         Also in May 2005, the FERC initiated a new proceeding to examine (1) the provisions of the IIC among Alabama Power, Georgia Power, Gulf Power, Mississippi Power, Savannah Electric, Southern Power, and SCS, as agent, under the terms of which the power pool of Southern Company is operated, and, in particular, the propriety of the continued inclusion of Southern Power as a party to the IIC, (2) whether any parties to the IIC have violated the FERC’s standards of conduct applicable to utility companies that are transmission providers, and (3) whether Southern Company’s code of conduct

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NOTES TO THE CONDENSED FINANCIAL STATEMENTS: (Continued)
    defining Southern Power as a “system company” rather than a “marketing affiliate” is just and reasonable. In connection with the formation of Southern Power, the FERC authorized Southern Power’s inclusion in the IIC in 2000. The FERC also previously approved Southern Company’s code of conduct. The FERC order directs that the administrative law judge who presided over a proceeding involving approval of PPAs between Southern Power and Georgia Power and Savannah Electric be assigned to preside over the hearing in this proceeding and that the testimony and exhibits presented in that proceeding be preserved to the extent appropriate. Effective July 19, 2005, revenues from transactions under the IIC involving any Southern Company subsidiaries will be subject to refund to the extent the FERC orders any changes to the IIC. On April 11, 2006, Southern Company, Calpine Corporation, Coral Energy, and Dalton Utilities filed a settlement offer that would resolve the proceeding. The offer is pending before the FERC and does not require any refunds. However, because the offer is pending, the final outcome of this matter cannot now be determined. See Note 3 to the financial statements of Southern Company, Alabama Power, Georgia Power, Gulf Power, Mississippi Power, and Savannah Electric under “FERC Matters — Intercompany Interchange Contract” and Note 2 to the financial statements of Southern Power under “FERC Matters — Intercompany Interchange Contract” in Item 8 of the Form 10-K for additional information.
 
    INCOME TAX MATTERS
 
    See Note 3 to the financial statements of Southern Company under “Income Tax Matters” in Item 8 of the Form 10-K. The IRS challenged Southern Company’s deductions related to three international lease transactions (so-called SILO or sale-in-lease-out transactions), in connection with its audit of Southern Company’s 2000 and 2001 tax returns. If the IRS is ultimately successful in disallowing the tax deductions related to these transactions beginning with the 2000 tax year, Southern Company could be subject to additional interest charges of up to $39 million. The IRS had initially proposed a penalty of approximately $16 million, which has now been withdrawn. Additionally, although the payment of the tax liability, exclusive of interest and any penalties, would not affect Southern Company’s results of operations under current accounting standards, it could have a material impact on cash flow. See Note 1 to the financial statements of Southern Company under “Leveraged Leases” in Item 8 of the Form 10-K for additional details of the deferred taxes related to these transactions. Furthermore, the FASB has recently proposed changes to the accounting for both leveraged leases and uncertain tax positions that may be effective beginning in 2007. If approved as proposed, these changes could require Southern Company to reflect the tax deductions that the IRS is challenging as currently payable on the balance sheet and to change the timing of income recognized under the leases, including a cumulative effect upon adoption of the change. For the lease-in-lease-out (LILO) transaction settled with the IRS in February 2005, Southern Company estimates such cumulative effect would reduce Southern Company’s net income by approximately $16 million. The impact of these proposed changes related to the SILO transactions would be dependent on the outcome of pending litigation, but could be significant, and potentially material, to Southern Company’s net income. Southern Company believes these transactions are valid leases for U.S. tax purposes, the related deductions are allowable, and the assessment of a penalty is inappropriate. Southern Company is continuing to pursue resolution of these matters with the IRS; however, the ultimate outcome of these matters cannot now be determined.
 
    SOUTHERN COMPANY GAS SALE
 
    On January 4, 2006 Southern Company completed the sale of substantially all the assets of Southern Company Gas, its competitive retail natural gas marketing subsidiary, including natural gas inventory, accounts receivable, and customer list, to Gas South, LLC, an affiliate of Cobb Electric Membership Corporation. Southern Company Gas’ sale of such assets was pursuant to a Purchase and Sale Agreement dated November 18, 2005 between Southern Company Gas and Gas South. The gross proceeds from the sale were approximately $131 million. This sale had no material impact on Southern Company’s net income for the quarter ending March 31, 2006. As a result of the sale, Southern Company’s financial statements and related information reflect Southern Company Gas as discontinued operations.

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NOTES TO THE CONDENSED FINANCIAL STATEMENTS: (Continued)
 
    GEORGIA POWER FAIR LABOR STANDARDS ACT LITIGATION
 
    On February 23, 2006, approximately 170 current and former employees of Georgia Power filed a collective action against Georgia Power in the U.S. District Court for the Northern District of Georgia, alleging that Georgia Power violated the Fair Labor Standards Act by failing to properly compensate certain employees (primarily linemen and crew leaders whose work is governed by a union collective bargaining agreement) while the employees were subject to being called back into work under on-call work rules and regulations. The plaintiffs are seeking overtime compensation for on-call time for the three-year period prior to the filing of the action, liquidated damages in an amount equal to unpaid overtime compensation they say they have been denied, declaratory and injunctive relief, and attorney’s fees and expenses of litigation. Georgia Power believes that it has complied with the provisions of the Fair Labor Standards Act and it intends to vigorously defend this action. The ultimate outcome of this matter cannot now be determined; however, an adverse outcome could result in the payment of substantial damages.
 
(C)   See Note 1 to the financial statements of Southern Company and the retail operating companies under “Stock Options” and Note 8 to the financial statements of Southern Company and the retail operating companies under “Stock Option Plan” in Item 8 of the Form 10-K for information regarding non-qualified employee stock options provided by Southern Company. Southern Company and the retail operating companies have not modified any of their stock option plans or outstanding stock options, nor have they changed the underlying valuation assumptions used in valuing the stock options. Employee stock options vest proportionately over a three-year service period, which the companies recognize on a straight-line basis. Prior to January 1, 2006, Southern Company accounted for options granted in accordance with Accounting Principles Board Opinion No. 25; thus, no compensation expense was recognized because the exercise price of all options granted equaled the fair market value on the date of the grant.
 
    Effective January 1, 2006, Southern Company and the retail operating companies adopted the fair value recognition provisions of FASB Statement No. 123(R), using the modified prospective method. Under that method, compensation cost recognized in the three-month period ended March 31, 2006 is recognized as the requisite service is rendered and includes: (a) compensation cost for the portion of share-based awards granted prior to and that are outstanding as at January 1, 2006, for which the requisite service has not been rendered, based on the grant-date fair value of those awards as calculated in accordance with the original provisions of Statement No. 123, and (b) compensation cost for all share-based awards granted subsequent to January 1, 2006, based on the grant-date fair value estimated in accordance with the provisions of Statement No. 123(R). Results for prior periods have not been restated.
 
    For Southern Company and each of the retail operating companies, the adoption of Statement No. 123(R) has resulted in a reduction in earnings from continuing operations before income taxes, net income, and operating cash flows as follows (in millions):
                         
Three-months ended March 31, 2006   Earnings Before             Operating Cash  
    Income Taxes     Net Income     Flows 1  
 
                       
Alabama Power
  $ 3.6     $ 2.2     $ 0.2  
Georgia Power
    3.7       2.3       0.4  
Gulf Power
    0.6       0.4       0.1  
Mississippi Power
    0.7       0.5        
Savannah Electric
    0.3       0.2        
 
                       
Southern Company
  $ 19.1     $ 11.8     $ 2.0  
 
1   Financing cash flows have increased by the stated amount for Southern Company and each retail operating company, respectively.

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NOTES TO THE CONDENSED FINANCIAL STATEMENTS: (Continued)
    Basic and diluted earnings per share from continuing operations for the three-month period ended March 31, 2006 would have been $0.37 and $0.36, respectively, if Southern Company had not adopted Statement No. 123(R), compared to reported basic and diluted earnings per share of $0.35 and $0.35, respectively.
 
    For the periods prior to the adoption of Statement No. 123(R), the pro forma impact of fair-value accounting for options granted on earnings from continuing operations, and basic and diluted earnings per share is as follows:
                         
Three-months ended March 31, 2005           Options        
            Impact        
    As Reported     After Tax     Pro Forma  
 
                       
Net income after dividends on preferred and preference stock (in millions):
                       
Alabama Power
  $ 93.4     $ 2.2     $ 91.2  
Georgia Power
    142.4       2.4       140.0  
Gulf Power
    14.6       0.4       14.2  
Mississippi Power
    16.9       0.5       16.4  
Savannah Electric
    1.0       0.3       0.7  
 
                       
Southern Company
  $ 317.5     $ 12.0     $ 305.5  
 
                       
Earnings per share (Dollars):
                       
Basic
  $ 0.43             $ 0.41  
Diluted
  $ 0.42             $ 0.41  
    The estimated fair values of stock options granted in 2006 and 2005 were derived using the Black-Scholes stock option pricing model. Expected volatility is based on historical volatility of Southern Company’s stock over a period equal to the expected term. Southern Company uses historical exercise data to estimate the expected term that represents the period of time that options granted to employees are expected to be outstanding. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant that covers the expected term of the stock options. The following table shows the assumptions used in the pricing model and the weighted average grant-date fair value of stock options granted:
                 
Period ended March 31   2006     2005  
Expected volatility
    16.9 %     17.9 %
Expected term (in years)
    5.0       5.0  
Interest rate
    4.6 %     3.9 %
Dividend yield
    4.4 %     4.4 %
Weighted average grant-date fair value
  $ 4.15     $ 3.90  
    Southern Company and each of the retail operating companies’ activity under the stock option plan as of March 31, 2006, and changes during the quarter then ended, is summarized below:
                                                 
Shares Subject to   Southern     Alabama     Georgia     Gulf     Mississippi     Savannah  
Option   Company     Power     Power     Power     Power     Electric  
Outstanding at December 31, 2005
    31,347,355       5,227,985       6,705,891       1,099,549       1,444,438       517,984  
Granted
    6,618,159       1,145,964       1,335,947       240,162       253,256       88,816  
Exercised
    (600,789 )     (95,921 )     (122,310 )     (32,344 )     (2,458 )     (6,340 )
Canceled
    (111,106 )     (2,566 )     (1,428 )                  
     
Outstanding at March 31, 2006
    37,253,619       6,275,462       7,918,100       1,307,367       1,695,236       600,460  
     
Exercisable at March 31, 2006
    24,103,880       3,977,722       5,265,070       829,763       1,178,146       392,147  
     

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NOTES TO THE CONDENSED FINANCIAL STATEMENTS: (Continued)
    The number of stock options vested and expected to vest at March 31, 2006 is not significantly different from the number of stock options outstanding as detailed above.
                                                 
Weighted-Average Exercise   Southern     Alabama     Georgia     Gulf     Mississippi     Savannah  
Price   Company     Power     Power     Power     Power     Electric  
Outstanding at December 31, 2005
  $ 27.13     $ 27.09     $ 26.82     $ 27.07     $ 26.86     $ 27.53  
Granted
    33.81       33.81       33.81       33.81       33.81       33.81  
Exercised
    22.77       23.92       22.79       21.76       20.81       22.36  
Canceled
    31.12       25.28       31.37                    
     
Outstanding at March 31, 2006
  $ 28.38     $ 28.37     $ 28.06     $ 28.44     $ 27.91     $ 28.52  
     
Exercisable at March 31, 2006
  $ 26.00     $ 25.85     $ 25.71     $ 25.97     $ 25.81     $ 26.35  
     
                                                 
At March 31, 2006   Southern     Alabama     Georgia     Gulf     Mississippi     Savannah  
(in millions unless stated)   Company     Power     Power     Power     Power     Electric  
Weighted-Average Remaining Contractual Term — Outstanding (in years)
    7.1       7.4       7.1       7.3       6.7       6.4  
Weighted-Average Remaining Contractual Term — Exercisable (in years)
    5.9       6.3       6.0       6.2       5.6       5.7  
Aggregate Intrinsic Value — Outstanding
  $ 210.4     $ 35.5     $ 47.2     $ 7.3     $ 10.4     $ 3.3  
Aggregate Intrinsic Value — Exercisable
  $ 193.4     $ 32.5     $ 43.8     $ 6.7     $ 9.7     $ 3.0  
Three-month period
                                               
The total intrinsic value of options exercised during 2006
  $ 7.1     $ 0.8     $ 1.6     $ 0.4           $ 0.1  
The total intrinsic value of options exercised during 2005
  $ 40.8     $ 6.9     $ 6.8     $ 0.7     $ 1.9     $ 0.8  
    Southern Company’s total pre-tax compensation cost related to non-vested awards not yet recognized is expected to be approximately $18 million over the remaining three-year service period.
 
    Southern Company has a policy of issuing shares to satisfy share option exercises. This has been satisfied by the issuance of new common shares; however, during January 2006 Southern Company started reissuing treasury shares that it had previously repurchased. Cash received from issuances related to option exercise under the share-based payment arrangements for the three-month periods ended March 31, 2006 and 2005 was $13.6 million, and $55.2 million, respectively.
 
(D)   See Note 1 to the financial statements of Southern Company, Alabama Power, Georgia Power, Gulf Power, Mississippi Power, and Savannah Electric under “Asset Retirement Obligations and Other Costs of Removal” in Item 8 of the Form 10-K. The following table reflects the details of the asset retirement obligations included in the Condensed Balance Sheets (in millions).
                                                 
    Balance at     Liabilities     Liabilities             Cash Flow     Balance at  
    12/31/05     Incurred     Settled     Accretion     Revisions     3/31/06  
Alabama Power
  $ 446.3     $     $ (0.1 )   $ 7.3     $     $ 453.5  
Georgia Power
    627.5             (0.2 )     9.9             637.2  
Gulf Power
    15.3                   0.2             15.5  
Mississippi Power
    15.4                   0.3       (0.2 )     15.5  
Savannah Electric
    7.5                   0.1             7.6  
 
                                               
Southern Company
  $ 1,117.3     $     $ (0.3 )   $ 17.9     $ (0.2 )   $ 1,134.7  

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NOTES TO THE CONDENSED FINANCIAL STATEMENTS: (Continued)
(E)   For Southern Company, the only difference in computing basic and diluted earnings per share is attributable to exercised options and outstanding options under the stock option plan. See Note 8 to the financial statements of Southern Company in Item 8 of the Form 10-K for further information on the stock option plan. The effect of the stock options was determined using the treasury stock method. Shares used to compute diluted earnings per share are as follows (in thousands):
                 
    Three Months Ended     Three Months Ended  
    March 31, 2006     March 31, 2005  
 
As reported shares
    742,195       744,025  
Effect of options
    4,844       4,647  
Diluted shares
    747,039       748,672  
(F)   See Note 6 to the financial statements of Southern Company, Alabama Power, Georgia Power, Gulf Power, Mississippi Power, Savannah Electric, and Note 5 to the financial statements of Southern Power under “Financial Instruments” in Item 8 of the Form 10-K. At March 31, 2006, the fair value gains/(losses) of derivative energy contracts was reflected in the financial statements as follows (in millions):
                                                         
   
    Southern     Alabama     Georgia     Gulf     Mississippi     Savannah     Southern  
    Company     Power     Power     Power     Power     Electric     Power  
 
Regulatory (assets)/liabilities, net
  $ (35.3 )   $ (22.5 )   $ (20.2 )   $ (3.3 )   $ 9.9     $ 0.9     $  
Accumulated other comprehensive income (loss)
    (0.1 )                                   (0.1 )
Net income (loss)
    0.4                                     2.3  
 
Total fair value gain/(loss)
  $ (35.0 )   $ (22.5 )   $ (20.2 )   $ (3.3 )   $ 9.9     $ 0.9     $ 2.2  
 
    For the three months ended March 31, 2006, the unrealized gain recognized in income for derivative energy contracts that are not hedges was $2.2 million for Southern Power and was immaterial for the other registrants, and for the three months ended March 31, 2005, the amounts were immaterial for all registrants.
 
    The amounts expected to be reclassified from other comprehensive income to fuel expense for the twelve-month period ending March 31, 2006 were immaterial for each registrant. Additionally, no material ineffectiveness has been recorded in net income for the three months ended March 31, 2006 and 2005.
 
    At March 31, 2006, Southern Company had $2.6 billion notional amount of interest rate derivatives outstanding with net fair value gains of $25.9 million as follows:
 
    Fair Value Hedges
                         
       
                    Fair Value Gain  
                Hedge   (Loss)  
    Notional   Fixed Rate   Variable   Maturity   March 31, 2006  
    Amount   Received   Rate Paid   Date   (in millions)  
 
Southern Company
  $400 million   5.30%   6-month LIBOR
(in arrears)
less 0.103%
  February 2007   $ 0.3  
 
                     
 

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NOTES TO THE CONDENSED FINANCIAL STATEMENTS: (Continued)
    Cash Flow Hedges
                         
       
                    Fair Value  
            Weighted Average   Hedge   Gain (Loss)  
    Notional   Variable Rate   Fixed Rate   Maturity   March 31, 2006  
    Amount   Received   Paid   Date   (in millions)  
 
Alabama Power
  $536 million   BMA Index   2.01%   January 2007   $ 7.2  
Alabama Power
  $195 million   3-month LIBOR   1.89%   April 2006     1.3  
Georgia Power*
  $300 million   3-month LIBOR   5.75%   July 2037     7.3  
Georgia Power**
  $400 million   Floating   3.20–3.85%   December 2007     1.3  
Georgia Power
  $225 million   3-month LIBOR   5.29%   March 2017     2.1  
Georgia Power
  $150 million   3-month LIBOR   5.30%   December 2016     1.3  
Georgia Power
  $300 million   1-month LIBOR   2.68%   June 2007     3.2  
Savannah Electric
  $14 million   BMA Index   2.50%   December 2007     0.3  
Savannah Electric
  $30 million   3-month LIBOR   4.69%   May 2016     1.6  
 
*   Interest rate collar (showing rate cap percentage)
 
**   Series of interest rate collars with variable rate based on one-month LIBOR (showing range of rate cap percentage)
    For the next twelve month period ending March 31, 2007, the following table reflects the estimated pre-tax gains/(losses) that will be reclassified from Accumulated Other Comprehensive Income to Interest Expense.
         
    (in millions)  
 
Alabama Power
  $ 8.8  
Georgia Power
    1.5  
Gulf Power
    (0.3 )
Savannah Electric
    0.3  
Southern Power
    (12.1 )
Southern Company
  $ (1.8 )
(G)   See Note 2 to the financial statements of Southern Company, Alabama Power, Georgia Power, Gulf Power, Mississippi Power, and Savannah Electric in Item 8 of the Form 10-K. Components of the pension plans’ and postretirement plans’ net periodic costs for the three-month periods ending March 31, 2006 and 2005 are as follows (in millions):
                                                 
    Southern     Alabama     Georgia     Gulf     Mississippi     Savannah  
PENSION PLANS   Company     Power     Power     Power     Power     Electric  
 
Three Months Ended
March 31, 2006
                                               
 
                                               
Service cost
  $ 38     $ 9     $ 12     $ 2     $ 2     $ 1  
Interest cost
    75       19       28       3       3       2  
Expected return on plan assets
    (114 )     (35 )     (45 )     (5 )     (4 )     (1 )
Recognized net (gain)/loss
    4       1       1                    
Net amortization
    7       2       2                    
 
Net cost (income)
  $ 10     $ (4 )   $ (2 )   $     $ 1     $ 2  
 

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NOTES TO THE CONDENSED FINANCIAL STATEMENTS: (Continued)
                                                 
Three Months Ended
March 31, 2005
                                               
 
                                               
Service cost
  $ 36     $ 8     $ 11     $ 2     $ 2     $ 1  
Interest cost
    72       19       27       3       3       1  
Expected return on plan assets
    (116 )     (35 )     (46 )     (5 )     (5 )     (1 )
Recognized net (gain)/loss
    3       1       1                    
Net amortization
    5       2       2                    
 
Net cost (income)
  $     $ (5 )   $ (5 )   $     $     $ 1  
 
                                                 
POSTRETIREMENT PLANS   Southern     Alabama     Georgia     Gulf     Mississippi     Savannah  
    Company     Power     Power     Power     Power     Electric  
 
Three Months Ended
March 31, 2006
                                               
 
                                               
Service cost
  $ 7     $ 2     $ 3     $     $     $  
Interest cost
    25       6       10       1       1       1  
Expected return on plan assets
    (12 )     (4 )     (6 )                  
Net amortization
    11       3       5                    
 
Net cost (income)
  $ 31     $ 7     $ 12     $ 1     $ 1     $ 1  
 
 
                                               
Three Months Ended
March 31, 2005
                                               
 
                                               
Service cost
  $ 7     $ 2     $ 3     $     $     $  
Interest cost
    24       7       10       1       1       1  
Expected return on plan assets
    (11 )     (4 )     (6 )                  
Net amortization
    9       2       5                    
 
Net cost (income)
  $ 29     $ 7     $ 12     $ 1     $ 1     $ 1  
 
(H)   See Note 3 to the financial statements of Georgia Power and Savannah Electric under “Merger” and “Fuel Cost Recovery,” respectively, in Item 8 of the Form 10-K for information on the proposed merger of Savannah Electric into Georgia Power and its impact on retail fuel cost recovery. As of the end of March 2006, Savannah Electric had an under recovered fuel balance of $81 million, and Georgia Power had an under recovered fuel balance of about $784 million, including approximately $392 million related to fuel used since June 2005. In March 2006, Georgia Power and Savannah Electric filed a combined request with the Georgia PSC to change the fuel cost recovery rate.
 
    The case seeks approval of a fuel cost recovery rate based upon future fuel cost projections for the combined Georgia Power and Savannah Electric generating fleet as well as the under recovered balances existing at June 30, 2006. The new fuel cost recovery rate would be billed beginning in July 2006 to all Georgia Power customers, including the existing Savannah Electric customers, pending completion of the merger. Under recovered amounts as of the date of the merger will be paid by the appropriate customer groups. The proposed fuel rates are based on an amortization period of 35 months for Georgia Power customers and 41 months for former Savannah Electric territory customers.
 
    Fuel cost recovery revenues as recorded on the financial statements are adjusted for differences in actual recoverable costs and amounts billed in current regulated rates. Accordingly, any increase in the billing factor will have no significant effect on Georgia Power’s revenues or net income, but will increase cash flow.
 
(I)   See Note 1 to the financial statements of Southern Company and Mississippi Power under “Storm Damage Reserves” and “Provision for Property Damage,” respectively, in Item 8 of the Form 10-K for information on how Mississippi Power maintains a reserve for property damage to cover the cost of damages from major storms to its transmission and distribution lines and the cost of uninsured damages to its generation facilities and other property. Hurricane Katrina hit the coast of Florida, Alabama, Mississippi, and Louisiana on August 29, 2005, causing substantial damage. Prior to Hurricane Katrina, Mississippi Power had a balance of approximately $3 million in its property reserve. In October 2005, the Mississippi PSC issued an Interim Accounting Order requiring Mississippi Power to recognize a regulatory asset in an amount equal to the retail portion of the recorded Hurricane Katrina restoration costs, including both operation and maintenance expenditures and capital additions. The balance in the regulatory asset account at March 31, 2006 is $234.5 million, which is net of insurance proceeds of $76.4 million. These costs include approximately $164.4 million of capital additions and $151.5 million of operation and maintenance expenditures.

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NOTES TO THE CONDENSED FINANCIAL STATEMENTS: (Continued)
    In December 2005, Mississippi Power filed with the Mississippi PSC a detailed review of all Hurricane Katrina restoration costs as required in the Interim Accounting Order. Mississippi Power is currently working with the Mississippi PSC to establish a method to recover all such prudently incurred costs, while minimizing the impact on Mississippi Power’s customers. The Department of Defense emergency supplemental appropriations bill, enacted in December 2005 to address restoration efforts related to hurricanes in the Gulf of Mexico, provides $11 billion in disaster relief for the States of Mississippi, Louisiana, and Alabama. In the State of Mississippi, $300 million in grant assistance in the form of Community Development Block Grants (CDBGs) is expected to be designated for utilities within the state. Mississippi Power will apply for these CDBGs to offset the cost of storm recovery. Mississippi Power is also considering securitization of remaining unrecovered costs as provided for under legislation passed in the State of Mississippi in the first quarter of 2006.
 
    In December 2005, Mississippi Power submitted its annual PEP filing to the Mississippi PSC. Ordinarily, PEP limits annual rate increases to 4%; however, Mississippi Power requested that the Mississippi PSC approve a temporary change to allow it to exceed this cap as a result of the ongoing effects of Hurricane Katrina. Mississippi Power had requested a 5.05%, or $32 million, retail base rate increase to become effective in April 2006. Hearings were held in March 2006 and the full increase was approved by the Mississippi PSC on March 13, 2006. See Note 3 to the financial statements of Southern Company and Mississippi Power under “PSC Matters — Mississippi Power” and “Retail Regulatory Matters — Performance Evaluation Plan” respectively, in Item 8 of the Form 10-K for additional information.
 
    On February 7, 2006, Mississippi Power filed with the Mississippi PSC its annual ECO Plan evaluation. Mississippi Power requested a 12 cent per 1,000 KWH reduction for retail customers. The decrease represents a reduction of approximately $1.3 million per year in annual revenues for Mississippi Power. Hearings were held on April 4, 2006. The Mississippi PSC unanimously approved the decrease at the hearings and issued an order confirming approval on April 21, 2006.
 
(J)   See Note 5 to the financial statements of Southern Company, Alabama Power, and Savannah Electric in Item 8 of the Form 10-K for information on each company’s effective income tax rate. In accordance with an Alabama PSC-approved accounting order to restore the natural disaster reserve, Alabama Power returned approximately $27.7 million of excess deferred income taxes to its retail customers in 2005. The impact of this entry was a significant reduction in the effective income tax rate for the first quarter of 2005 when compared to the first quarter of 2006 for Alabama Power and Southern Company. For additional information on Alabama Power’s accounting order, see Note 3 to the financial statements of Southern Company and Alabama Power under “Storm Damage Recovery” and “Natural Disaster Cost Recovery,” respectively, in Item 8 of the Form 10-K.
 
    In connection with construction on the Plant McIntosh combined cycle units, Savannah Electric recorded a decrease in its income tax expense of $1.0 million in 2005 related to AFUDC equity, which is not taxable. In the first quarter of 2006, Savannah Electric recorded a tax benefit of $0.04 million. Tax expense decreased due to the accounting for several items that are not taxable. The impact of these non-taxable items in the first quarter of 2006 and the AFUDC in the first quarter of 2005 caused a significant

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NOTES TO THE CONDENSED FINANCIAL STATEMENTS: (Continued)
    reduction in the effective income tax rate for both quarters for Savannah Electric. For additional information on the Plant McIntosh construction, see Note 3 to the financial statements of Savannah Electric under “Plant McIntosh Construction Project” in Item 8 of the Form 10-K.
 
    Southern Company recorded reserves associated with a potential phase out of its synthetic fuel tax credits of $18.6 million for the three months ended March 31, 2006. The impact of these reserves caused an increase in the effective tax rate in the first quarter of 2006 compared to the same period in 2005 for Southern Company.
 
(K)   Southern Company’s reportable business segment is the sale of electricity in the Southeast by the five retail operating companies and Southern Power. Net income and total assets for discontinued operations are included in the “Reconciling Eliminations” column. The “All Other” column includes parent Southern Company, which does not allocate operating expenses to business segments. Also, this category includes segments below the quantitative threshold for separate disclosure. These segments include investments in synthetic fuels and leveraged lease projects, telecommunications, and energy-related services. Southern Power’s revenues from sales to the retail operating companies were $87 million and $112 million for the three months ended March 31, 2006 and for the three months ended March 31, 2005, respectively. All other intersegment revenues are not material. Financial data for business segments and products and services are as follows:
                                                         
    Electric Utilities              
    Retail                                            
    Operating     Southern                     All     Reconciling          
    Companies     Power     Eliminations     Total     Other     Eliminations     Consolidated  
    (in millions)  
Three Months Ended March 31, 2006:
                                                       
Operating revenues
  $ 2,964     $ 140     $ (107 )   $ 2,997     $ 104     $ (38 )   $ 3,063  
Segment net income (loss)
    239       20             259       1       2       262  
Total assets at March 31, 2006
  $ 36,492     $ 2,241     $ (88 )   $ 38,645     $ 1,789       (457 )   $ 39,977  
 
     
Three Months Ended March 31, 2005:
                                                       
Operating revenues
  $ 2,697     $ 153     $ (133 )   $ 2,717     $ 96     $ (26 )   $ 2,787  
Segment net income (loss)
    266       23             289       30       4       323  
Total assets at December 31, 2005
  $ 36,335     $ 2,303     $ (179 )   $ 38,459     $ 1,751       (333 )   $ 39,877  
 
    Products and Services
                                 
    Electric Utilities Revenues  
Period   Retail     Wholesale     Other     Total  
    (in millions)  
Three Months Ended March 31, 2006
  $ 2,471     $ 415     $ 111     $ 2,997  
Three Months Ended March 31, 2005
    2,269       347       101       2,717  
 

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  PART II —  OTHER INFORMATION
Item 1.     Legal Proceedings.
    See the Notes to the Condensed Financial Statements herein for information regarding certain legal and administrative proceedings in which Southern Company and its reporting subsidiaries are involved.
Item 1A.   Risk Factors.
    See Item 1A. RISK FACTORS in Part I of the Form 10-K for the year ended December 31, 2005 for a discussion of the risk factors of the Southern Company and the subsidiary registrants. For the quarter ended March 31, 2006, there have been no material changes to these risk factors.
Item 2.     Unregistered Sales of Equity Securities and Use of Proceeds
                 
                Maximum Approximate
            Total Number of   Dollar Value of
            Shares Purchased as   Shares that May Yet
    Total Number of       Part of Publicly   Be Purchased Under
    Shares   Average Price   Announced Plans or   the Plans or
2006   Purchased (a)   Paid Per Share   Programs   Programs (a)
 
 
               
January 1 - January 31
  3,363   $34.82   3,363   N/A
 
               
February 1 - February 28
        N/A
 
               
March 1 - March 31
        N/A
 
Total
  3,363   $34.82   3,363   N/A
 
 
(a)   In fiscal year 2004, Southern Company announced that it planned to engage an agent in fiscal year 2005 to repurchase shares of its common stock to offset shares issued in connection with the exercise of stock options under the Southern Omnibus Incentive Compensation Plan (Omnibus Plan). In May 2005, Southern Company engaged an agent to (i) begin repurchasing shares of Southern Company common stock to offset the 6,273,876 shares of common stock issued from January 2005 through May 2005 in connection with the exercise of stock options under the Omnibus Plan and (ii) repurchase shares of Southern Company common stock on an ongoing basis to offset additional shares issued in connection with the exercise of stock options under the Omnibus Plan. As of March 31, 2006, Southern Company has repurchased a total of 10,070,321 shares. In January 2006, Southern Company’s program to repurchase shares of stock to offset issuances under the Southern Company’s stock compensation plans was discontinued.

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Item 6. Exhibits.
(3) Articles of Incorporation and By-Laws
Alabama Power
         
(b)1
  -   Amendment to Charter of Alabama Power dated May 1, 2006.
(4) Instruments Describing Rights of Security Holders, Including Indentures
Alabama Power
         
(b)1
  -   Thirty-Fifth Supplemental Indenture to Senior Note Indenture dated as of March 15, 2006, providing for the issuance of the Series II Senior Notes. (Designated in Form 8-K dated March 9, 2006, File No. 1-3164, as Exhibit 4.2.)
(10) Material Contracts
Southern Company
         
(a)1
  -   Second Amendment effective March 1, 2006 to The Southern Company Deferred Compensation Plan.
 
       
(a)2
  -   First Amendment effective March 1, 2006 to The Southern Company Supplemental Executive Retirement Plan.
 
       
(a)3
  -   Second Amendment effective March 1, 2006 to The Southern Company Supplemental Benefit Plan.
Alabama Power
         
(b)1
  -   Second Amendment effective March 1, 2006 to The Southern Company Deferred Compensation Plan. See Exhibit 10(a)1 herein.
 
       
(b)2
  -   First Amendment effective March 1, 2006 to The Southern Company Supplemental Executive Retirement Plan. See Exhibit 10(a)2 herein.
 
       
(b)3
  -   Second Amendment effective March 1, 2006 to The Southern Company Supplemental Benefit Plan. See Exhibit 10(a)3 herein.
Georgia Power
         
(c)1
  -   Second Amendment effective March 1, 2006 to The Southern Company Deferred Compensation Plan. See Exhibit 10(a)1 herein.
 
       
(c)2
  -   First Amendment effective March 1, 2006 to The Southern Company Supplemental Executive Retirement Plan. See Exhibit 10(a)2 herein.
 
       
(c)3
  -   Second Amendment effective March 1, 2006 to The Southern Company Supplemental Benefit Plan. See Exhibit 10(a)3 herein.

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Item 6. Exhibits. (continued)
Gulf Power
         
(d)1
  -   Second Amendment effective March 1, 2006 to The Southern Company Deferred Compensation Plan. See Exhibit 10(a)1 herein.
 
       
(d)2
  -   First Amendment effective March 1, 2006 to The Southern Company Supplemental Executive Retirement Plan. See Exhibit 10(a)2 herein.
 
       
(d)3
  -   Second Amendment effective March 1, 2006 to The Southern Company Supplemental Benefit Plan. See Exhibit 10(a)3 herein.
Mississippi Power
         
(e)1
  -   Second Amendment effective March 1, 2006 to The Southern Company Deferred Compensation Plan. See Exhibit 10(a)1 herein.
 
       
(e)2
  -   First Amendment effective March 1, 2006 to The Southern Company Supplemental Executive Retirement Plan. See Exhibit 10(a)2 herein.
 
       
(e)3
  -   Second Amendment effective March 1, 2006 to The Southern Company Supplemental Benefit Plan. See Exhibit 10(a)3 herein.
Savannah Electric
         
(f)1
  -   Second Amendment effective March 1, 2006 to The Southern Company Deferred Compensation Plan. See Exhibit 10(a)1 herein.
 
       
(f)2
  -   First Amendment effective March 1, 2006 to The Southern Company Supplemental Executive Retirement Plan. See Exhibit 10(a)2 herein.
 
       
(f)3
  -   Second Amendment effective March 1, 2006 to The Southern Company Supplemental Benefit Plan. See Exhibit 10(a)3 herein.
(24) Power of Attorney and Resolutions
Southern Company
         
(a)1
  -   Power of Attorney and resolution. (Designated in the Form 10-K for the year ended December 31, 2005, File No. 1-3526 as Exhibit 24(a) and incorporated herein by reference.)
Alabama Power
         
(b)1
  -   Power of Attorney and resolution. (Designated in the Form 10-K for the year ended December 31, 2005, File No. 1-3164 as Exhibit 24(b) and incorporated herein by reference.)
Georgia Power
         
(c)1
  -   Power of Attorney and resolution. (Designated in the Form 10-K for the year ended December 31, 2005, File No. 1-6468 as Exhibit 24(c) and incorporated herein by reference.)

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Item 6. Exhibits. (continued)
Gulf Power
         
(d)1
  -   Power of Attorney and resolution. (Designated in the Form 10-K for the year ended December 31, 2005, File No. 0-2429 as Exhibit 24(d) and incorporated herein by reference.)
Mississippi Power
         
(e)1
  -   Power of Attorney and resolution. (Designated in the Form 10-K for the year ended December 31, 2005, File No. 001-11229 as Exhibit 24(e) and incorporated herein by reference.)
Savannah Electric
         
(f)1
  -   Power of Attorney and resolution. (Designated in the Form 10-K for the year ended December 31, 2005, File No. 1-5072 as Exhibit 24(f) and incorporated herein by reference.)
Southern Power
         
(g)1
  -   Power of Attorney and resolution. (Designated in the Form 10-K for the year ended December 31, 2005, File No. 333-98553 as Exhibit 24(g) and incorporated herein by reference.)
(31) Section 302 Certifications
Southern Company
         
(a)1
  -   Certificate of Southern Company’s Chief Executive Officer required by Section 302 of the Sarbanes-Oxley Act of 2002.
 
       
(a)2
  -   Certificate of Southern Company’s Chief Financial Officer required by Section 302 of the Sarbanes-Oxley Act of 2002.
Alabama Power
         
(b)1
  -   Certificate of Alabama Power’s Chief Executive Officer required by Section 302 of the Sarbanes-Oxley Act of 2002.
 
       
(b)2
  -   Certificate of Alabama Power’s Chief Financial Officer required by Section 302 of the Sarbanes-Oxley Act of 2002.
Georgia Power
         
(c)1
  -   Certificate of Georgia Power’s Chief Executive Officer required by Section 302 of the Sarbanes-Oxley Act of 2002.
 
       
(c)2
  -   Certificate of Georgia Power’s Chief Financial Officer required by Section 302 of the Sarbanes-Oxley Act of 2002.
Gulf Power
         
(d)1
  -   Certificate of Gulf Power’s Chief Executive Officer required by Section 302 of the Sarbanes-Oxley Act of 2002.

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Item 6. Exhibits. (continued)
         
(d)2
  -   Certificate of Gulf Power’s Chief Financial Officer required by Section 302 of the Sarbanes-Oxley Act of 2002.
Mississippi Power
         
(e)1
  -   Certificate of Mississippi Power’s Chief Executive Officer required by Section 302 of the Sarbanes-Oxley Act of 2002.
 
       
(e)2
  -   Certificate of Mississippi Power’s Chief Financial Officer required by Section 302 of the Sarbanes-Oxley Act of 2002.
Savannah Electric
         
(f)1
  -   Certificate of Savannah Electric’s Chief Executive Officer required by Section 302 of the Sarbanes-Oxley Act of 2002.
 
       
(f)2
  -   Certificate of Savannah Electric’s Chief Financial Officer required by Section 302 of the Sarbanes-Oxley Act of 2002.
Southern Power
         
(g)1
  -   Certificate of Southern Power’s Chief Executive Officer required by Section 302 of the Sarbanes-Oxley Act of 2002.
 
       
(g)2
  -   Certificate of Southern Power’s Chief Financial Officer required by Section 302 of the Sarbanes-Oxley Act of 2002.
(32) Section 906 Certifications
Southern Company
         
(a)
  -   Certificate of Southern Company’s Chief Executive Officer and Chief Financial Officer required by Section 906 of the Sarbanes-Oxley Act of 2002.
Alabama Power
         
(b)
  -   Certificate of Alabama Power’s Chief Executive Officer and Chief Financial Officer required by Section 906 of the Sarbanes-Oxley Act of 2002.
Georgia Power
         
(c)
  -   Certificate of Georgia Power’s Chief Executive Officer and Chief Financial Officer required by Section 906 of the Sarbanes-Oxley Act of 2002.
Gulf Power
         
(d)
  -   Certificate of Gulf Power’s Chief Executive Officer and Chief Financial Officer required by Section 906 of the Sarbanes-Oxley Act of 2002.

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Item 6. Exhibits. (continued)
Mississippi Power
         
(e)
  -   Certificate of Mississippi Power’s Chief Executive Officer and Chief Financial Officer required by Section 906 of the Sarbanes-Oxley Act of 2002.
Savannah Electric
         
(f)
  -   Certificate of Savannah Electric’s Chief Executive Officer and Chief Financial Officer required by Section 906 of the Sarbanes-Oxley Act of 2002.
Southern Power
         
(g)
  -   Certificate of Southern Power’s Chief Executive Officer and Chief Financial Officer required by Section 906 of the Sarbanes-Oxley Act of 2002.

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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   David M. Ratcliffe
      Chairman, President and Chief Executive Officer
(Principal Executive Officer)
 
 
  By   Thomas A. Fanning
      Executive Vice President, Chief Financial Officer and Treasurer
(Principal Financial Officer)
 
  By   /s/ Wayne Boston  
      (Wayne Boston, Attorney-in-fact)   
 
Date: May 4, 2006

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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   Art P. Beattie
      Executive Vice President, Chief Financial Officer and Treasurer
(Principal Financial Officer)
 
  By   /s/ Wayne Boston  
      (Wayne Boston, Attorney-in-fact)   
 
Date: May 4, 2006

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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   Michael D. Garrett
      President and Chief Executive Officer
(Principal Executive Officer)
 
 
  By   Cliff S. Thrasher
      Executive Vice President, Chief Financial Officer and Treasurer
(Principal Financial Officer)
 
  By   /s/ Wayne Boston  
      (Wayne Boston, Attorney-in-fact)   
 
Date: May 4, 2006

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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   Susan N. Story
      President and Chief Executive Officer
(Principal Executive Officer)
 
 
  By   Ronnie R. Labrato
      Vice President and Chief Financial Officer
(Principal Financial Officer)
 
  By   /s/ Wayne Boston  
      (Wayne Boston, Attorney-in-fact)   
 
Date: May 4, 2006

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Table of Contents

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   Anthony J. Topazi
      President and Chief Executive Officer
(Principal Executive Officer)
 
 
  By   Frances V. Turnage
      Vice President, Treasurer and Chief Financial Officer
(Principal Financial Officer)
 
  By   /s/ Wayne Boston  
      (Wayne Boston, Attorney-in-fact)   
 
Date: May 4, 2006

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Table of Contents

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   W. Craig Barrs
      President and Chief Executive Officer
(Principal Executive Officer)
 
 
  By   Kirby R. Willis
      Vice President, Treasurer, Chief Financial
Officer and Assistant Corporate Secretary
(Principal Financial and Accounting Officer)
 
  By   /s/ Wayne Boston  
      (Wayne Boston, Attorney-in-fact)   
 
Date: May 4, 2006

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Table of Contents

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   Ronnie L. Bates
      President and Chief Executive Officer
(Principal Executive Officer)
 
 
  By   Michael W. Southern
      Senior Vice President and Chief Financial Officer
(Principal Financial Officer)
 
  By   /s/ Wayne Boston  
      (Wayne Boston, Attorney-in-fact)   
 
Date: May 4, 2006

137

EX-3.B.1 2 x3b1.htm

Exhibit 3(b)1

ARTICLES OF AMENDMENT

 

to the

 

ARTICLES OF INCORPORATION

 

of

 

ALABAMA POWER COMPANY

 

 

Pursuant to, and with the effect provided in, Sections 10-2B-10.03 through 10-2B-10.06 of the Code of Alabama, 1975, as amended (the "Code"), the undersigned company adopts the following Articles of Amendment to its Articles of Incorporation:

 

FIRST: The name of the company is "Alabama Power Company" (the "Company").

 

SECOND: An amendment be made in the joint agreement between Alabama Power Company and Birmingham Electric Company prescribing the terms and conditions of the merger of Birmingham Electric Company into and with Alabama Power Company, as heretofore amended, providing for, the increase of capital stock of the Company by 10,000,000 shares of common stock and the creation of a new class of capital stock to be called preference stock by amending Article IX of such joint agreement to read as follows, which was duly proposed by the Company’s Board of Directors and duly adopted in the manner provided by the Code by the Company's shareholders at a meeting held on April 28, 2006:      

 

“Article IX

 

Capital Stock

 

The corporation is authorized to issue four classes of shares of capital stock to be designated, respectively, “common stock,” “preferred stock,” “Class A preferred stock” and “preference stock.” The total number of shares of stock which the corporation shall have authority to issue shall be 96,350,000 shares, of which 25,000,000 shares shall be common stock with a par value of $40 per share, 3,850,000 shares shall be preferred stock with a par value of $100 per share, 27,500,000 shares shall be Class A preferred stock with a par value of $1 per share and 40,000,000 shares shall be preference stock with a par value of $1 per share. The designations, preferences, voting powers or restrictions or qualifications thereof, the rights of redemption, retirement and conversion of the shares of capital stock of the corporation, and the general provisions with respect thereto, shall be as hereinafter set forth; provided, however, that the preferred stock, Class A preferred stock and preference stock may be divided into and issued from time to time in one or more series, each such series of preferred stock

 

 

or Class A preferred stock being hereinafter for convenience referred to as a “class” of preferred stock or Class A preferred stock, as the case may be, all such series of preferred stock or Class A preferred stock being hereinafter for convenience collectively referred to as “classes” of preferred stock or Class A preferred stock, as the case may be, and each such series of preference stock shall be referred to as a “series,” of preference stock The board of directors shall have, and is hereby granted the power and authority to divide the unissued shares of preferred stock, Class A preferred stock and preference stock into series (including the power and authority to reclassify, in the manner provided by law, all or any number of the unissued shares of preferred stock authorized at the time of the adoption of the joint agreement between Alabama Power Company and Birmingham Electric Company prescribing the terms and conditions of the merger of Birmingham Electric Company into and with Alabama Power Company), to fix and determine the following relative rights and preferences of any such series of preferred stock and Class A preferred stock, and the number of shares constituting any such series and the designation thereof, or any of them: (1) the dividend rate, (2) the dividend payment dates, (3) the redemption price thereof, (4) the amount payable in event of liquidation, voluntary and involuntary and (5) the sinking fund provisions, if any, for the redemption or purchase of shares; to fix and determine the following relative rights and preferences of any such series of preference stock, and the number of shares constituting any such series and the designation thereof, or any of them: (1) the dividend rate, (2) the dividend payment dates, (3) the dividend rights, including the cumulative or non-cumulative nature thereof, (4) the terms and conditions for redemption of shares and the redemption price thereof, (5) the amount payable in event of liquidation, voluntary and involuntary, (6) the sinking fund provisions, if any, for the redemption or purchase of shares and (7) special voting rights, if any; and to increase or decrease the number of shares of any such series subsequent to the issue of shares of that series, but not below the number of shares of such series then outstanding. In case the number of shares of any series shall be so decreased, the shares constituting such decrease shall assume the status of authorized but unissued shares of preferred stock, Class A preferred stock or preference stock, as the case may be. The board of directors may issue and sell such shares of preferred stock, Class A preferred stock or preference stock in series and any other authorized shares provided for in this Article IX. Upon the issuance of shares of Class A preferred stock and preference stock, there shall be transferred to stated capital represented by each such share of Class A preferred stock or preference stock, as the case may be, an amount equal to the excess of the consideration received over the par value thereof (up to an amount which, when added to such par value, shall not exceed such share's preferential claim in the event of involuntary liquidation) and the stated capital represented by each share so determined shall be equal to such share's preferential claim in the event of involuntary liquidation.

 

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A. Preferred Stock

 

1. Classes of Preferred Stock

 

* * * *

2. General Provisions

 

The following provisions shall apply to all classes of preferred stock and Class A preferred stock which may now or hereafter be authorized or created irrespective of class:

 

a.       The holders of the preferred stock and Class A preferred stock of each class shall be entitled to receive dividends, payable when and as declared by the board of directors, on such dates and at such rates as shall be determined for the respective classes, from the first day of the current dividend period within which such stock shall have been originally issued or from such other date within such dividend period as the board of directors may have determined for such class, before any dividends shall be declared or paid upon or set apart for the common stock or any other kind of stock of the corporation not having preference over the preferred stock and Class A preferred stock as to the payment of dividends. Such dividends shall be cumulative so that if for any dividend period or periods dividends shall not have been paid or declared and set apart for payment upon all outstanding preferred stock and Class A preferred stock at the rates and from the dates determined for the respective classes, the deficiency shall be fully paid, or declared and set apart for payment, before any dividends shall be declared or paid upon the common stock or any other kind of stock of the corporation not having preference over the preferred stock and Class A preferred stock as to the payment of dividends. Dividends shall not be declared and set apart for payment, or paid, on the preferred stock or Class A preferred stock of any one class, for any dividend period, unless dividends have been or are contemporaneously declared and set apart for payment, or paid, on the preferred stock and Class A preferred stock of all classes for all dividend periods terminating on the same or on an earlier date.

 

b.       When full cumulative dividends as aforesaid upon the preferred stock and Class A preferred stock of all classes then outstanding for all past dividend periods and for the current dividend periods shall have been paid or declared and set apart for payment, the board of directors may declare dividends on the common stock or on any other kind of stock over which the preferred stock and Class A preferred stock have preference as to the payment of dividends, and no holders of any class of the preferred stock or Class A preferred stock as such shall be entitled to share therein. No dividends (other than dividends paid in stock over which the preferred stock and Class A preferred stock have preference as to the payment of dividends and as to assets or dividends paid in cash or property, if presently thereafter there shall be paid to the corporation in cash or property an amount equal to such dividends, for shares of, or as a capital contribution with

 

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respect to, such stock over which the preferred stock and Class A preferred stock have such preference) shall be paid or any other distribution of assets made, by purchase of shares or otherwise, on common stock or on any other kind of stock over which the preferred stock and Class A preferred stock have preference as to the payment of dividends or as to assets except out of accumulated surplus available for distribution to stock over which the preferred stock and Class A preferred stock have preference as to the payment of dividends and as to assets, earned subsequent to January 31, 1942.

 

c.       Upon any dissolution, liquidation or winding up of the corporation, whether voluntary or involuntary, the holders of preferred stock and Class A preferred stock of each class, without any preference of the shares of any class of preferred stock or Class A preferred stock over the shares of any other class of preferred stock or Class A preferred stock, shall be entitled to receive out of the assets of the corporation, whether capital, surplus or other, before any distribution of the assets to be distributed shall be made to the holders of common stock or of any other kind of stock not having preference as to assets over the preferred stock or Class A preferred stock, the amount specified to be payable on the shares of such class in the event of voluntary or involuntary liquidation, as the case may be. In case the assets shall not be sufficient to pay in full the amounts determined to be payable on all the shares of preferred stock and Class A preferred stock in the event of voluntary or involuntary liquidation, as the case may be, then the assets available for such payment shall be distributed to the extent available as follows: first, to the payment, pro rata, of the amount payable in the event of involuntary liquidation on each share of preferred stock and Class A preferred stock outstanding irrespective of class; second, to the payment of the accrued dividends on such shares, such payment to be made pro rata in accordance with the amount of accrued dividends on each such share; and, third, to the payment of any amounts in excess of the amount payable in the event of involuntary liquidation on each such share plus accrued dividends which may be payable on the shares of any class in the event of voluntary or involuntary liquidation, as the case may be, such payment also to be made pro rata in accordance with the amounts, if any, so payable on each such share. After payment to the holders of the preferred stock and the Class A preferred stock of the full preferential amounts hereinbefore provided for, the holders of the preferred stock and the Class A preferred stock as such shall have no right or claim to any of the remaining assets of the corporation, either upon any distribution of such assets or upon dissolution, liquidation or winding up, and the remaining assets to be distributed, if any, upon a distribution of such assets or upon dissolution, liquidation or winding up, may be distributed among the holders of the common stock or of any other kind of stock over which the preferred stock and the Class A preferred stock have preference as to assets. Without limiting the right of the corporation to distribute its assets or to dissolve, liquidate or wind up in connection with any sale, merger, or consolidation, the sale of all the property of the corporation to, or the merger or consolidation of the corporation into or with, any other corporation shall not be deemed to be a

 

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distribution of assets or a dissolution, liquidation or winding up for the purpose of this paragraph.

 

d.       At the option of the board of directors of the corporation, the corporation may redeem any class of preferred stock or Class A preferred stock which is redeemable, and each such class may be redeemed, as a whole or in part, at any time at the redemption price specified for such class. Not less than thirty nor more than sixty days prior to the date fixed for redemption a notice of the time and place thereof shall be given to the holders of record of the preferred stock or Class A preferred stock so to be redeemed, by mail or publication, in such manner as may be prescribed by the by-laws of the corporation or by resolution of the board of directors, but such resolution shall in no way conflict with the by-laws. In every case of redemption of less than all the outstanding shares of any one class of preferred stock or Class A preferred stock, the shares of such class to be redeemed shall be chosen by lot in such manner as may be prescribed by resolution of the board of directors. At any time after notice of redemption has been given in the manner prescribed by the by-laws of the corporation or by resolution of the board of directors to the holders of stock so to be redeemed, the corporation may deposit, or may cause its nominee to deposit, the aggregate redemption price with some bank or trust company in the Borough of Manhattan, The City of New York, or in the city of Birmingham, Alabama, named in such notice, payable on the date fixed for redemption as aforesaid and in the amounts aforesaid to the respective orders of the holders of the shares so to be redeemed, on endorsement to the corporation or its nominee, or otherwise, as may be required, and upon surrender of the certificates for such shares. Upon the deposit of such money as aforesaid, or, if no such deposit is made, upon such redemption date (unless the corporation defaults in making payment of the redemption price as set forth in such notice), such holders shall cease to be shareholders with respect to such shares, and from and after the making of such deposit, or, if no such deposit is made, after the redemption date (the corporation not having defaulted in making payment of the redemption price as set forth in such notice), such holders shall have no interest in or claim against the corporation, or its nominee, with respect to such shares, but shall be entitled only to receive such moneys on the date fixed for redemption as aforesaid from such bank or trust company, or, if no such deposit is made, from the corporation, without interest thereon, upon endorsement, if required, and surrender of the certificates as aforesaid.

 

If such deposit shall be made by a nominee of the corporation as aforesaid, the prior holders of the shares for the redemption of which such deposit shall have been made shall, upon such deposit, cease to have any right or interest in such shares except as set forth in the foregoing paragraph, and such nominee shall, upon such deposit, become the owner of the shares with respect to which such deposit was made and certificates may be issued to such nominees in evidence of such ownership.

 

 

5

 

 

 

 

In case the holder of any such preferred stock or Class A preferred stock shall not, within six years after such deposit, claim the amount deposited as above stated for the redemption thereof, the depositary shall upon demand pay over to the corporation such amounts so deposited and the depositary shall thereupon be relieved from all responsibility to the holder thereof. No interest on such deposit shall be payable to any such holder.

 

Nothing herein contained shall limit any legal right of the corporation to purchase or otherwise acquire any shares of the preferred stock or Class A preferred stock; provided, however, that the corporation shall not redeem, purchase or otherwise acquire any shares of the preferred stock or Class A preferred stock, if, at the time of such redemption, purchase or other acquisition, dividends payable on the preferred stock or Class A preferred stock of any class shall be in default in whole or in part, unless, prior to or concurrently with such redemption, purchase or other acquisition, all such defaults shall be cured or unless such action has been ordered, approved or permitted under the Public Utility Holding Company Act of 1935 by the Securities and Exchange Commission or any successor commission or regulatory authority of the United States of America.

 

The corporation may from time to time reissue any shares of the preferred stock or Class A preferred stock which have been redeemed, purchased or otherwise acquired by it and resell the same for such consideration as may be fixed by the board of directors.

 

e.       Notwithstanding any of the provisions of Article XI hereof, so long as any shares of the preferred stock or Class A preferred stock are outstanding, the corporation shall not, without the affirmative vote in favor thereof of the holders of at least two-thirds of the total voting power of the shares of preferred stock and Class A preferred stock at the time outstanding,

 

(1)      authorize or create any kind of stock preferred as to dividends or assets over the preferred stock or Class A preferred stock or issue (such issuance to be within twelve months after such vote) any shares of any kind of stock preferred as to dividends or assets over the preferred stock or Class A preferred stock or any security convertible into such kind of stock or change any of the rights and preferences of the then outstanding preferred stock or Class A preferred stock in any manner so as to affect adversely the holders thereof; provided, however, that if any such change would adversely affect the holders of only one, but not the other, such kind of stock, only the vote of the holders of at least two-thirds of the total voting power of the outstanding shares of the kind so affected shall be required. Nothing in this paragraph contained shall authorize any such authorization, creation or change by the vote of the holders of a less number of shares of preferred stock or

 

6

 

 

 

Class A preferred stock, or of any other class of stock, or of all classes of stock, than is required for such authorization, creation or change by the laws of the State of Alabama at the time applicable thereto;

 

(2)      issue, sell or otherwise dispose of any shares of preferred stock if the total number of shares thereof thereafter issued and outstanding would exceed 300,000, or issue, sell or otherwise dispose of any shares of Class A preferred stock, or issue, sell or otherwise dispose of any kind of stock over which the preferred stock and Class A preferred stock do not have preference as to the payment of dividends and as to assets, or issue, sell or otherwise dispose of any shares of preferred stock or Class A preferred stock or of any kind of stock over which the preferred stock and Class A preferred stock do not have preference as to the payment of dividends and as to assets, which have been redeemed, purchased or otherwise acquired by the corporation, unless, in any such case, (a) the net income of the corporation available for the payment of dividends for a period of twelve consecutive calendar months within the fifteen calendar months immediately preceding the issuance, sale or disposition of such stock (including, in any case in which such stock is to be issued, sold or otherwise disposed of in connection with the acquisition of new property, the net income of the property to be so acquired, computed on the same basis as the net income of the corporation available for the payment of dividends) is at least equal to two times the annual dividend requirements on all outstanding shares of preferred stock and Class A preferred stock and of all kinds of stock over which the preferred stock and Class A preferred stock do not have preference as to the payment of dividends and as to assets, including the shares proposed to be issued, and (b) the gross income of the corporation available for the payment of interest for a period of twelve consecutive calendar months within the fifteen calendar months immediately preceding the issuance, sale or disposition of such stock (including, in any case in which such stock is to be issued, sold or otherwise disposed of in connection with the acquisition of new property, the gross income of the property to be so acquired, computed on the same basis as the gross income of the corporation available for the payment of interest) is at least equal to one and one-half times the aggregate of the annual interest requirements (adjusted by provision for amortization of debt discount and expense or of premium on debt, as the case may be) on all outstanding indebtedness of the corporation and the annual dividend requirements (adjusted by provision for amortization of preferred stock premium and expense) on all outstanding shares of preferred stock and Class A

 

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preferred stock and of all kinds of stock over which the preferred stock and Class A preferred stock do not have preference as to the payment of dividends and as to assets, including the shares proposed to be issued; or

 

(3)      issue, sell or otherwise dispose of any shares of preferred stock if the total number of shares thereof thereafter issued and outstanding would exceed 300,000, or issue, sell or otherwise dispose of any shares of Class A preferred stock, or issue, sell or otherwise dispose of any kind of stock over which the preferred stock and Class A preferred stock do not have preference as to the payment of dividends and as to assets, or issue, sell or otherwise dispose of any shares of preferred stock or Class A preferred stock, or of any kind of stock over which the preferred stock and Class A preferred stock do not have preference as to the payment of dividends and as to assets, which have been redeemed, purchased or otherwise acquired by the corporation, unless, in any such case, the aggregate of the par value of, or stated capital represented by, the outstanding shares of common stock and of the surplus of the corporation (paid in, earned and other, if any) shall be not less than the aggregate amount payable in the event of involuntary liquidation upon all outstanding shares of preferred stock and Class A preferred stock and all kinds of stock over which the preferred stock and Class A preferred stock do not have preference as to the payment of dividends and as to assets, including the shares proposed to be issued, provided that no portion of the surplus of the corporation utilized to satisfy the foregoing requirement shall be available for dividends or other distributions of assets, by purchase of shares or otherwise, on common stock or on any other kind of stock over which the preferred stock and Class A preferred stock have preference as to the payment of dividends and as to assets, until such additional shares are retired or until and to the extent that the par value of, or stated capital represented by, the outstanding shares of common stock shall have been increased.

 

3. Definition of Terms

 

a.       The term “accrued dividends” shall be deemed to mean in respect of any share of the preferred stock or Class A preferred stock of any class, as of any given date, the amount, if any, by which the product of the rate of dividend per annum, determined upon the shares of such class, multiplied by the number of years and any fractional part of a year which shall have elapsed from the date after which dividends on such stock became cumulative to such given date, exceeds the total dividends actually paid on such stock and the dividends declared and set apart for payment. Accumulations of dividends shall not bear interest.

 

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b.       The term “outstanding,” whenever used herein with respect to shares of preferred stock or Class A preferred stock or of any other kind of stock which are by their terms redeemable, or with respect to bonds or other evidences of indebtedness, shall not include any such shares or bonds or evidences of indebtedness which have been called for redemption in accordance with the provisions applicable thereto, notice of such call for redemption having been given or appropriately provided for as required by such provisions, and for the redemption of which a sum of money sufficient to pay the amount payable on such redemption shall have been deposited by the corporation with a bank or trust company, irrevocably in trust for such purpose, or any bonds or other evidences of indebtedness for the payment of which at maturity provision has been made in a similar manner.

 

c.       The term “net income of the corporation available for the payment of dividends” shall mean the balance remaining after deducting from the total gross revenues of the corporation from all sources the following: (1) all operating expenses and taxes, including charges to income for general taxes and for federal and state taxes measured by income, for retirement or depreciation reserve and for amortization or other disposition of amounts, if any, classified as amounts in excess of original cost of utility plant, and (2) all interest charges and other income deductions, including charges to income for the amortization of debt discount, premium and expense and of preferred stock and Class A preferred stock premium and expense, and the total amount, if any, by which the charges to income or earned surplus during such period as provision for depreciation shall have been less than an amount equal to the product of the applicable percentage (as defined below) and the mathematical average of the amounts of depreciable property (as defined in Section 3 of the Supplemental Indenture dated as of May 1, 1957) at the opening of business on the first day and at the close of business on the last day of such period. The term “applicable percentage” shall mean 3.0% or such other percentage as shall be authorized or approved, upon application by the corporation, by the Securities and Exchange Commission, or by any successor commission thereto, under the Public Utility Holding Company Act of 1935.

 

d.      The term “gross income of the corporation available for the payment of interest” shall mean the balance remaining after deducting from the total gross revenues of the corporation from all sources all operating expenses and taxes, including charges to income for general taxes and for federal and state taxes measured by income, for retirement or depreciation reserve and for amortization or other disposition of amounts, if any, classified as amounts in excess of original cost of utility plant, and the total amount, if any, by which the charges to income or earned surplus during such period as provision for depreciation shall have been less than an amount equal to the product of the applicable percentage (as defined below) and the mathematical average of the amounts of depreciable property (as defined in Section 3 of the Supplemental Indenture dated as of May 1, 1957) at the opening of business on the first day and at the close of business on the last day

 

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of such period. The term “applicable percentage” shall mean 3.0% or such other percentage as shall be authorized or approved, upon application by the corporation, by the Securities and Exchange Commission, or by any successor commission thereto, under the Public Utility Holding Company Act of 1935.

 

B. Preference Stock

 

1. General Provisions

 

The following provisions shall apply to all series of preference stock which may now or hereafter be authorized or created irrespective of series:

 

a.      The preference stock is subject to the prior rights and preferences of the preferred stock and Class A preferred stock.

 

b.       So long as any shares of preference stock are outstanding, no dividends shall be declared or paid upon or set apart for the common stock or any other kind of stock not having preference over the preference stock as to the payment of dividends and as to assets, nor any sums applied to the purchase, redemption or retirement of any class of such stock, unless (i) full dividends on all shares of cumulative preference stock, of all series outstanding, for all past dividend periods shall have been paid or declared and a sum sufficient for the payment thereof set apart and the full dividend for the then-current dividend period shall have been or concurrently shall be declared, and (ii) full dividends for the then-current dividend period on all shares of non-cumulative preference stock, of all series outstanding, have been, or contemporaneously are, paid, or declared and a sum sufficient for the payment thereof set aside. Unpaid accrued dividends on the preference stock shall not bear interest.

 

When specified dividends are not paid in full on all series of preference stock, the shares of each series of preference stock shall share ratably in any partial payment of dividends in accordance with the sums which would be payable on said shares if all dividends were paid in full; provided, however, that non-cumulative preference stock shall not share in accumulations of accrued and unpaid dividends for prior dividend periods unless previously declared.

 

After such dividends as aforesaid upon the preference stock of all series then outstanding shall have been paid or declared and set apart for payment, the board of directors may declare dividends on the common stock or any other class of stock over which the preference stock has preference as to the payment of dividends, and no holders of any series of the preference stock as such shall be entitled to share therein.

 

c.       Upon any dissolution, liquidation or winding up of the corporation, whether voluntary or involuntary, before any distribution shall be made to the holders of the common stock or any other class of stock over which the preference

 

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stock has preference as to the payment of dividends or assets, but subject to the prior rights and preferences of the holders of preferred stock and the Class A preferred stock, the holders of preference stock of each series, without any preference of the shares of any series of preference stock over the shares of any other series of preference stock, shall be entitled to receive out of the assets of the corporation, whether capital, surplus or other, the amount specified to be payable on the shares of such series in the event of voluntary or involuntary liquidation, as the case may be.

 

In case the assets shall not be sufficient to pay in full the amounts determined to be payable on all the shares of preference stock in the event of voluntary or involuntary liquidation, as the case may be, then the assets available for such payment shall be distributed to the extent available as follows: first, to the payment, pro rata, of the amount payable in the event of involuntary liquidation on each share of preference stock outstanding irrespective of series; second, to the payment of the accrued dividends, if any, on such shares, such payment to be made pro rata in accordance with the amount of accrued dividends on each such share; and, third, to the payment of any amounts in excess of the amount payable in the event of involuntary liquidation on each share plus accrued dividends which may be payable on the shares of any series in the event of voluntary or involuntary liquidation, as the case may be, such payment also to be made pro rata in accordance with the amounts, if any, so payable on each such share. After payment to the holders of the preference stock of the full preferential amounts hereinbefore provided for, the holders of the preference stock as such shall have no right or claim to any of the remaining assets of the corporation, either upon any distribution of such assets or upon dissolution, liquidation or winding up, and the remaining assets to be distributed, if any, upon a distribution of such assets or upon dissolution, liquidation or winding up, may be distributed among the holders of the common stock or of any other class of stock over which the preference stock has preference as to assets. Without limiting the right of the corporation to distribute its assets or to dissolve, liquidate or wind up in connection with any sale, merger or consolidation, the sale of all the property of the corporation to, or the merger or consolidation of the corporation into or with, any other corporation shall not be deemed to be a distribution of assets or a dissolution, liquidation or winding up for the purposes of this paragraph c. So long as any shares of the preference stock are outstanding, the corporation shall not, without the affirmative vote in favor thereof of the holders of at least a majority of the total voting power of the shares of preference stock at the time outstanding voting together as a single class, increase the authorized shares of preferred stock or Class A preferred stock or authorize or create any other class of stock preferred as to dividends or assets over the preference stock or change any of the rights and preferences of the then outstanding preference stock in any manner so as to affect adversely the holders thereof; provided, however, that if any such change would affect adversely the holders of only one or more series of the preference stock, but not other series of the preference stock, only the vote of the holders of at least a majority of the total voting power of the outstanding

 

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shares of the series so affected voting together as a single class shall be required; and provided further that nothing in this paragraph contained shall authorize any such authorization, creation or change by the vote of the holders of a less number of shares of preference stock, or of any other class of stock, or of all classes of stock, than is required for such authorization, creation or change by the laws of the State of Alabama at the time applicable thereto.

 

2. Definition of Terms

 

a.       The term “accrued dividends” shall be deemed to mean (1) in respect of any share of cumulative preference stock of any series, as of any given date, the amount, if any, by which the product of the rate of dividend per annum, determined upon the shares of such series, multiplied by the number of years and any fractional part of a year which shall have elapsed from the date after which dividends on such stock became cumulative to such given date, exceeds the total dividends actually paid on such stock and the dividends declared and set apart for payment and (2) in respect of any share of non-cumulative preference stock of any series, as of any given date, the amount, if any, by which the product of the rate of dividend per annum, determined upon the shares of such series, multiplied by the number of days which shall have elapsed for the then current dividend period, exceeds the total dividends actually paid on such stock and the dividends declared and set apart for payment for such current dividend period.

 

b.       The term “outstanding,” whenever used herein with respect to shares of preference stock or of any other kind of stock which are by their terms redeemable, or with respect to bonds or other evidences of indebtedness, shall not include any such shares or bonds or evidences of indebtedness which have been called for redemption in accordance with the provisions applicable thereto, notice of such call for redemption having been given or appropriately provided for as required by such provisions, and for the redemption of which a sum of money sufficient to pay the amount payable on such redemption shall have been deposited by the corporation with a bank or trust company, irrevocably in trust for such purpose, or any bonds or other evidences of indebtedness for the payment of which at maturity provision has been made in a similar manner.

 

C. Common Stock

 

There shall be a class of stock of the corporation designated as common stock and each share of common stock shall be equal to every other share of such stock in every respect.

 

D. Voting Power

 

a.                 At all elections of directors of the corporation, the holders of preferred stock and Class A preferred stock shall have full voting rights with the holders of common stock, all voting together as a single class; each holder of

 

12

 

 

 

preferred stock and Class A preferred stock with a stated value of $100 being entitled to two-fifths vote for each share thereof standing in his name, each holder of Class A preferred stock with a stated value of $25 per share being entitled to one-tenth vote for each share thereof standing in his name, each holder of Class A preferred stock with a stated value of $100,000 being entitled to 400 votes for each share thereof standing in his name and each holder of common stock being entitled to one vote for each share thereof standing in his name. In addition, with the approval of the board of directors and the holders of a majority of the outstanding shares of common stock, the joint agreement may be amended to provide that the holders of outstanding shares of any series of preference stock may be entitled to full voting rights in the election of directors, to vote together with the holders of common stock, preferred stock and Class A preferred stock, with each holder of preference stock being entitled to one-tenth of a vote for each share thereof standing in his name.

 

On all other matters, except on matters in respect of which the laws of the State of Alabama shall provide that all shareholders shall have the right to vote irrespective of whether such right shall have been relinquished by any of such shareholders and except as otherwise herein provided, the holders of common stock shall have the exclusive right to vote.

 

At all elections of directors of the corporation, each holder of common stock, preferred stock and Class A preferred stock entitled to vote for directors shall have the right to cumulate his votes and to give to one candidate for whom he may vote as many votes as the number of directors to be elected by the holders of the class of stock held by such shareholder multiplied by the number of his votes equals, or to distribute them on the same principle among as many such candidates as he sees fit. If this joint agreement has been amended to provide that the holders of the preference stock shall have the right to vote generally in the election of directors, the holders of the preference stock shall not have the right to cumulate their votes.

 

b.                 Notwithstanding the foregoing, whenever and as often as four quarterly dividends payable on the preferred stock or Class A preferred stock of any class shall be in default, in whole or in part, the holders of the preferred stock and Class A preferred stock of all classes shall have the exclusive right, voting separately and as a single class, to vote for and to elect the smallest number of directors that shall constitute a majority of the then authorized number of directors of the corporation. In the event of defaults entitling the preferred stock and Class A preferred stock to vote as aforesaid, the holders of common stock shall have the exclusive right, subject to the rights of the holders of the preference stock, voting separately and as a class, to vote for and to elect the greatest number of directors that shall constitute a minority of the then authorized number of directors of the corporation. In each such instance in which the holders of the preferred stock and the Class A preferred stock are entitled to vote separately and as a single class or to vote together with the holders of the preference stock and common stock, other

 

13

 

 

 

than for the election of directors, the relative voting power of the various classes of stock shall be computed as hereinafter provided. These additional voting rights of the holders of the preferred stock and Class A preferred stock shall cease, however, when all defaults in the payment of dividends on their stock shall have been cured, and such dividends shall be declared and paid out of any funds legally available therefor as soon as, in the judgment of the board of directors, is reasonably practicable.

 

Whenever the right shall have accrued to the holders of the preferred stock and Class A preferred stock to elect directors, voting separately as a class, the terms of office, as directors, of all persons who may be directors of the corporation at the time shall terminate upon the election of a majority of the board of directors by the holders of the preferred stock and Class A preferred stock. If the holders of the common stock shall not then have elected the remaining directors of the corporation, the directors of the corporation, in office just prior to the election of a majority of the board of directors by the holders of the preferred stock and Class A preferred stock shall elect the remaining directors of the corporation. Thereafter so long as the majority of the board of directors is being elected by the holders of the preferred stock and Class A preferred stock, the remaining directors, whether elected by directors as aforesaid or by the holders of the common stock, shall continue in office until their successors are elected by the holders of the common stock. Any vacancy in the board of directors occurring during any period that the preferred stock and Class A preferred stock shall have representatives on the board by exercise of the special right herein provided to elect a majority of the board, shall be filled by a majority vote of the remaining directors representing the class of stock theretofore represented by the director causing the vacancy or by the remaining director representing such class if there be but one. Upon the termination of such exclusive right of the holders of the preferred stock and Class A preferred stock to elect a majority of the directors of the corporation, the terms of office of all the directors of the corporation elected by vote of the holders of the preferred stock and Class A preferred stock shall terminate and their successors may be elected by the vote of a majority of the remaining directors or at a meeting of the shareholders of the corporation then entitled to vote.

 

Whenever the right shall have accrued to the holders of the preferred stock and Class A preferred stock to elect directors, voting separately as a class, it shall be the duty of the chairman of the board, the president, a vice-president or the secretary of the corporation forthwith to call and cause notice to be given to the shareholders entitled to vote at a meeting to be held at such time as the officers of the corporation may fix, not less than forty-five nor more than sixty days after the accrual of such right, for the purpose of electing directors. The notice so given shall be mailed to each holder of record of the preferred stock and Class A preferred stock at his last known address appearing on the books of the corporation and shall set forth, among other things, (i) that by reason of the fact that four quarterly dividends payable on the preferred stock or Class A preferred

 

14

 

 

 

stock of any class are in default, the holders of the preferred stock and Class A preferred stock, voting separately as a class, have the right to elect the smallest number of directors necessary to constitute a majority of the full board of directors of the corporation, (ii) that any holder of the preferred stock or Class A preferred stock has the right, at any reasonable time, to inspect, and make copies of, the list or lists of holders of the preferred stock and Class A preferred stock maintained at the principal office of the corporation or at the office of any transfer agent of the preferred stock or Class A preferred stock, and (iii) either the entirety of this paragraph or the substance thereof with respect to the number of shares of the preferred stock and Class A preferred stock required to be represented at any meeting, or adjournment thereof, called for the election of directors of the corporation. At the first meeting of shareholders held for the purpose of electing directors during such time as the holders of the preferred stock and Class A preferred stock shall have the special right, voting separately as a class, to elect directors, the presence in person or by proxy of the holders of a majority of the outstanding common stock shall be required to constitute a quorum of such class for the election of directors, and the presence in person or by proxy of the holders of a majority of the total voting power of the outstanding shares of preferred stock and Class A preferred stock shall be required to constitute a quorum of such class for the election of directors; provided, however, that in the absence of a quorum of the holders of the preferred stock and Class A preferred stock, no election of directors shall be held, but a majority of the total voting power of the holders of the preferred stock and Class A preferred stock who are present in person or by proxy shall have power to adjourn the election of the directors to a date not less than fifteen nor more than fifty days from the giving of the notice of such adjourned meeting hereinafter provided for; and provided, further, that at such adjourned meeting, the presence in person or by proxy of the holders of 35% of the total voting power of the outstanding preferred stock and Class A preferred stock shall be required to constitute a quorum of such class for the election of directors. In the event such first meeting of shareholders shall be so adjourned, it shall be the duty of the chairman of the board, the president, a vice-president or the secretary of the corporation, within ten days from the date on which such first meeting shall have been adjourned to cause notice of such adjourned meeting to be given to the shareholders entitled to vote thereat, such adjourned meeting to be held not less than fifteen days nor more than fifty days from the giving of such second notice. Such second notice shall be given in the form and manner hereinabove provided for with respect to the notice required to be given of such first meeting of shareholders, and shall further set forth that a quorum was not present at such first meeting and that the holders of 35% of the total voting power of the outstanding preferred stock and Class A preferred stock shall be required to constitute a quorum of such class for the election of directors at such adjourned meeting. If the requisite forum of holders of the preferred stock and Class A preferred stock shall not be present at said adjourned meeting, then the directors of the corporation then in office shall remain in office until the next annual meeting of the corporation, or special meeting in lieu thereof, and until their successors shall have been elected and shall qualify. Neither such first meeting

 

15

 

 

 

nor such adjourned meeting shall be held on a date within sixty days of the date of the next annual meeting of the corporation or special meeting in lieu thereof. At each annual meeting of the corporation, or special meeting in lieu thereof, held during such time as the holders of the preferred stock and Class A preferred stock, voting separately as a class, shall have the right to elect a majority of the board of directors, the foregoing provisions of this paragraph shall govern such annual meeting, or special meeting in lieu thereof, as if said annual meeting or special meeting were the first meeting of shareholders held for the purpose of electing directors after the right of the holders of the preferred stock and Class A preferred stock, voting separately as a class to elect a majority of the board of directors, should have accrued, with the exception that if, at any adjourned annual meeting, or special meeting in lieu thereof, 35% of the total voting power of the outstanding preferred stock and Class A preferred stock is not present in person or by proxy, subject to the rights of the holders of the preference stock, all the directors shall be elected by a vote of the holders of a majority of the common stock of the corporation present or represented at the meeting.

 

c.       Notwithstanding the foregoing, in the event that (1) with respect to any series of non-cumulative preference stock, any six quarterly dividends (whether or not consecutive and whether or not earned and declared) or (2) with respect to any series of cumulative preference stock, any six consecutive quarterly dividends, have not been paid in full on such series of preference stock, in whole or in part, the holders of the preference stock, together with all other series of preference stock upon which like voting rights are then exercisable, shall have the exclusive right, voting separately and as a single class, to vote for and to elect two additional directors of the corporation and the authorized number of directors of the corporation shall be increased accordingly to effect such election. These additional voting rights of the holders of the preference stock will continue until such time as (1) with respect to any series of non-cumulative preference stock, full dividends on such series of preference stock have been paid or declared and set apart regularly for at least one year (four consecutive full quarterly dividend periods), or (2) with respect to any series of cumulative preference stock, the dividends in arrears and the current dividend on such series of preference stock shall have been paid or declared and set aside for payment, at which time in either case, such right will terminate, subject to revesting in the event of a subsequent failure to pay dividends of the character described above. Upon termination of the right of the holders of shares of the preference stock to vote as a single class for the election of directors, the term of office of all directors then in office elected by such holders voting as a single class will terminate immediately.

 

Whenever the right shall have accrued to the holders of the preference stock to elect directors, voting separately as a class, it shall be the duty of the chairman of the board, the president, a vice-president or the secretary of the corporation forthwith to call and cause notice to be given to the shareholders entitled to vote at a meeting to be held at such time as the officers of the corporation may fix, not less than forty-five nor more than sixty days after the

 

16

 

 

 

accrual of such right, for the purpose of electing directors. The notice so given shall be mailed to each holder of record of the preference stock at his last known address appearing on the books of the corporation and shall set forth, among other things, (i) that by reason of the fact that six quarterly dividends payable on such series of preference stock have not been paid, the holders of the preference stock, voting together as a single class with the holders of one or more other series of preference stock upon which like voting rights are then exercisable, have the right to elect two additional directors of the corporation, (ii) that any holder of the preference stock has the right, at any reasonable time, to inspect, and make copies of, the list or lists of holders of the preference stock maintained at the principal office of the corporation or at the office of any transfer agent of the preference stock, and (iii) either the entirety of this paragraph or the substance thereof with respect to the number of shares of the preference stock required to be represented at any meeting, or adjournment thereof, called for the election of directors of the corporation.

 

At the first meeting of shareholders held for the purpose of electing directors during such time as the holders of the preference stock shall have the special right, voting separately as a class, to elect two directors, the presence in person or by proxy of the holders of a majority of the total voting power of the outstanding shares of preference stock shall be required to constitute a quorum of such class for the election of the two additional directors; provided, however, that in the absence of a quorum of the holders of the preference stock, no election of the two additional directors shall be held, but a majority of the total voting power of the holders of the preference stock who are present in person or by proxy shall have the power to adjourn the election of the two additional directors to a date not less than fifteen nor more than fifty days from the giving of the notice of such adjourned meeting hereinafter provided for; and provided, further, that at such adjourned meeting, the presence in person or by proxy of the holders of 35% of the total voting power of the outstanding preference stock shall be required to constitute a quorum of such class for the election of the two additional directors. In the event such first meeting of shareholders shall be so adjourned, it shall be the duty of the chairman of the board, the president, a vice-president or the secretary of the corporation, within ten days from the date on which such first meeting shall have been adjourned to cause notice of such adjourned meeting to be given to the shareholders entitled to vote thereat, such adjourned meeting to be held not less than fifteen days nor more than fifty days from the giving of such second notice. Such second notice shall be given in the form and manner hereinabove provided for with respect to the notice required to be given of such first meeting of shareholders, and shall further set forth that a quorum was not present at such first meeting and that the holders of 35% of the total voting power of the outstanding preference stock shall be required to constitute a quorum of such class for the election of the two additional directors at such adjourned meeting. If the requisite forum of holders of the preference stock shall not be present at said adjourned meeting, then the two directors of the corporation to be elected by the holders of the preference stock pursuant to the terms hereof shall be

 

17

 

 

 

elected at the next annual meeting of the corporation, or special meeting in lieu thereof, as hereinafter provided. Neither such first meeting nor such adjourned meeting shall be held on a date within sixty days of the date of the next annual meeting of the corporation or special meeting in lieu thereof. At each annual meeting of the corporation, or special meeting in lieu thereof, held during such time as the holders of the preference stock, voting separately as a single class, shall have the right to elect two additional members of the board of directors, the foregoing provisions of this paragraph shall govern such annual meeting, or special meeting in lieu thereof, as if said annual meeting or special meeting were the first meeting of shareholders held for the purpose of electing directors after the right of the holders of the preference stock, voting separately as a class to elect two additional directors, should have accrued, with the exception that if, at any adjourned meeting, or special meeting in lieu thereof, 35% of the total voting power of the outstanding preference stock is not present in person or by proxy, the two directors of the corporation previously elected by the holders of the preference stock pursuant to the terms hereof, if any, shall remain in office until the next annual meeting of the corporation, or special meeting in lieu thereof, and until their successors shall have been elected and shall qualify.

 

d.       For the purposes of the foregoing provisions, other than when the holders of the preferred stock, the Class A preferred stock, the common stock and if this joint agreement has been amended to provide that the holders of the preference stock shall have the right to vote generally in the election of directors, the preference stock vote together as a single class for the election of directors, the preferred stock and Class A preferred stock of all classes shall be deemed to be a single class and the preference stock of all series shall be deemed to be a single class, and the relative voting power of each class of preferred stock and Class A preferred stock, each series of preference stock and the common stock shall be determined as follows:

 

(1)      the relative voting power of each share of preferred stock and Class A preferred stock for purposes of all votes and consents hereunder shall be in the same proportion to all the outstanding shares of preferred stock and Class A preferred stock as the ratio of (i) the stated capital of such share to (ii) the aggregate stated capital of all then outstanding shares of preferred stock and Class A preferred stock.

 

(2)      the relative voting power of each share of preference stock for purposes of all votes and consents hereunder shall be in the same proportion to all the outstanding shares of preference stock as the ratio of (i) the stated capital of such share to (ii) the aggregate stated capital of all then outstanding shares of preference stock.

 

(3)

for purposes of computation

 

 

18

 

 

 

 

(a)     in voting by holders of preferred stock and Class A preferred stock as a single class, each share of preferred stock or Class A preferred stock having the lowest stated capital then outstanding shall have one vote and each share of preferred stock and Class A preferred stock having a stated capital other than the lowest stated capital then outstanding shall have that number of votes which is proportionate to such one vote as determined pursuant to subparagraph (a) above,

 

(b)     in voting by holders of preference stock as a single class, each share of preference stock having the lowest stated capital then outstanding shall have one vote and each share of preference stock having a stated capital other than the lowest stated capital then outstanding shall have that number of votes which is proportionate to such one vote as determined pursuant to subparagraph (b) above, and

 

(c)     in voting by holders of preferred stock, Class A preferred stock and preference stock together with the holders of the common stock, each share of common stock shall have one vote, each share of preferred stock shall have one vote, each share of Class A preferred stock shall have that number of votes which is proportionate to such one vote as determined pursuant to subparagraph (a) above and each share of preference stock shall have that number of votes which is proportionate to such one vote as determined pursuant to subparagraph (b) above.

 

D. Miscellaneous Provisions

 

a.       The holders of the preferred stock, Class A preferred stock and preference stock shall have no pre-emptive rights to subscribe to any additional shares of the capital stock of the corporation of any kind, or any rights to exchange shares issued for shares to be issued; but, before issuing or disposing of any shares of common stock or any bonds, debentures or other obligations, or rights or options, which are convertible into or exchangeable for or which entitle the holder or owner to subscribe for or purchase any shares of common stock, the board of directors shall offer to the holders of the common stock at the time outstanding, and the holders thereof shall be entitled to purchase or subscribe for the shares of common stock or the bonds, debentures or other obligations, or rights or options, which are convertible into or exchangeable for such stock or which entitle the holder or owner thereof to subscribe for or purchase such stock, upon terms not less favorable to the purchaser (without deduction of such compensation, allowance or discount for the sale, underwriting or purchase thereof as may be fixed by the board of directors) than those on which the board

 

19

 

 

 

of directors issues and disposes of such stock, bonds, debentures, obligations or rights to other than such holders of common stock

 

b.       The corporation may issue and dispose of any of its authorized shares of stock for such consideration as may be fixed from time to time by the board of directors subject to the laws of the state of Alabama then applicable.

 

c.       The corporation may from time to time, out of its net profits or surplus earnings, purchase any of its stock outstanding at such price as may be fixed by its board of directors and accepted by the holders of the stock purchased, but such price shall not exceed the redemption price, if any, of the stock purchased.

 

d.       The corporation shall be entitled to treat the person in whose name any share, right or option is registered as the owner thereof, for all purposes, and shall not be bound to recognize any equitable or other claim to or interest in such share, right or option on the part of any other person, whether or not the corporation shall have notice thereof, save as may be expressly provided by the laws of the state of Alabama.

 

e.                 A director shall be fully protected in relying in good faith upon the books of account of the corporation or statements prepared by any of its officials as to the value and amount of the assets, liabilities and net profits of the corporation, or any other facts pertinent to the existence and amount of surplus or other funds from which dividends might properly be declared and paid.”

 

THIRD: The proposed increase in the authorized shares of common stock requires the affirmative vote of the holders of the larger amount in total value of all of the capital stock of the Company. The proposed creation and authorization of the preference stock requires the affirmative vote of two-thirds of the total value of the capital stock of the Company. The Company considers that the favorable vote of the holders of all of the outstanding common stock sufficient for the adoption of such amendment.

 

FOURTH:     At the close of business on March 15, 2006, the record date, the Company had 9,250,000 shares of common stock issued and outstanding, 475,115 shares of preferred stock, par value $100 per share, issued and outstanding and 12,001,250 shares of Class A preferred stock, par value $1 per share, issued and outstanding. All of the 9,250,000 shares of common stock voted affirmatively for the adoption of the amendment. Of the total shares of preferred stock issued and outstanding, no shares voted affirmatively for the adoption of the amendment, no shares voted against the amendment and no shares abstained, and of the total shares of Class A preferred stock issued and outstanding, no shares voted affirmatively for the adoption of the amendment, no shares voted against the amendment and no shares abstained, such affirmative votes being sufficient for the adoption of the foregoing amendment.

 

 

20

 

 

 

 

IN WITNESS WHEREOF, the undersigned officers of the Company, do hereby set their hand and the seal of the Company on the 1st day of May, 2006.

 

ALABAMA POWER COMPANY

 

 

 

/s/Charles D. McCrary

 

Charles D. McCrary

 

President and Chief Executive Officer

 

 

 

/s/William E. Zales, Jr. 

William E. Zales, Jr.

 

Vice President, Corporate Secretary

and Assistant Treasurer

 

 

 

 

21

 

 

 

 

EX-10.A.1 3 x10a1.htm

Exhibit 10(a)1

SECOND AMENDMENT TO

THE SOUTHERN COMPANY

DEFERRED COMPENSATION PLAN

WHEREAS, the Board of Directors of Southern Company Services, Inc. (the “Company”) heretofore established and adopted the Southern Company Deferred Compensation Plan, as amended and restated effective January 1, 2004 (the “Plan”); and

WHEREAS, Section 8.3 of the Plan provides that the Plan may be amended or modified at any time by the Company; and

WHEREAS, the Company has authorized its officers to amend the Plan to name new officer positions, and any successors thereto, to serve on the Committee; and

WHEREAS, officer positions appointed to the Committee shall assume such duties as of the later of March 1, 2006 or the date such officer position is filled, provided any officer previously appointed to the Committee designated as a successor to such appointed status pursuant to this amendment shall continuously retain member status on the Committee since the time of his original appointment; and

WHEREAS, the Company desires to clarify the Committee's authority to amend the Plan.

NOW, THEREFORE, effective March 1, 2006, the Company hereby amends the Plan as follows:

1.

The Plan is amended to delete existing Section 3.1 and replace it with the following:

 

3.1         The general administration of the Plan shall be placed in the Committee. The Committee shall consist of the Senior Vice President, Human Resource Services, Southern Company Services, Inc. (which position is the successor to the Vice President, System Compensation and Benefits, Southern Company Services, Inc.); the Chief Financial Officer, Southern Company Services, Inc.; the Vice President, Tax, Southern Company Services, Inc.; and the Comptroller of Southern Company; or any other position or positions that succeed to the duties of the foregoing positions. Any member may resign or may be removed by the Board of Directors and new members may be appointed by the Board of Directors at such time or times as the Board of Directors in its discretion shall determine. The Committee shall be chaired by the Senior Vice President, Human Resource Services, Southern Company Services, Inc. and may select a Secretary (who may, but need not, be a member of the Committee) to keep its records or to assist it in the discharge of its duties. A majority of the members of the Committee shall constitute a quorum for the transaction of business at any meeting. Any determination or action of the Committee may be made or taken by a majority of the members present at any meeting thereof, or without a meeting by resolution or written memorandum concurred in by a majority of the members.

 

 

 

 

 

 

2.

The Plan is amended to delete the last full sentence in Section 8.3 and replace such sentence with the following:

 

The Plan may also be amended by the Committee (a) if such amendment does not involve a substantial increase in cost to any Employing Company, or (b) as may be necessary, proper, or desirable in order to comply with laws or regulations enacted or promulgated by any federal or state governmental authority.

 

3.

Except as amended herein, by this Second Amendment, the Plan shall remain in full force and effect as amended and restated by the Company.

IN WITNESS WHEREOF, the Company, through its duly authorized officer, has adopted the Second Amendment to the Southern Company Deferred Compensation Plan, as amended and restated as of January 1, 2004, this 21st day of March, 2006.

 

 

SOUTHERN COMPANY SERVICES, INC.

 

Attest:

By: /s/Robert A. Bell                                  

/s/Dennis A. Stone                          

Secretary

Its: SVP, Human Resource Services

 

 

 

 

 

 

 

2

 

 

 

EX-10.A.2 4 x10a2.htm

Exhibit 10(a)2

FIRST AMENDMENT TO THE SOUTHERN COMPANY

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

WHEREAS, the Board of Directors of Southern Company Services, Inc. (the “Company”) heretofore established and adopted the Southern Company Supplemental Executive Retirement Plan, as amended and restated effective May 1, 2000 (the “Plan”); and

WHEREAS, Section 6.2 of the Plan provides that the Plan may be amended or modified at any time by the Company; and

WHEREAS, the Company has authorized its officers to amend the Plan to name new officer positions, and any successors thereto, to serve on the Administrative Committee; and

WHEREAS, officer positions appointed to the Administrative Committee shall assume such duties as of the later of March 1, 2006 or the date such officer position is filled, provided any officer previously appointed to the Administrative Committee designated as a successor to such appointed status pursuant to this amendment shall continuously retain member status on the Administrative Committee since the time of his original appointment.

NOW, THEREFORE, effective March 1, 2006, the Company hereby amends the Plan as follows:

1.

The Plan is amended to delete existing Section 3.1 and replace it with the following:

 

3.1         The general administration of the Plan shall be placed in the Administrative Committee. The Administrative Committee shall consist of the Senior Vice President, Human Resource Services, Southern Company Services, Inc. (which position is the successor to the Vice President, System Compensation and Benefits, Southern Company); the Chief Financial Officer, Southern Company Services, Inc.; the Vice President, Tax, Southern Company Services, Inc.; and the Comptroller of Southern Company; or any other position or positions that succeed to the duties of the foregoing positions. Any member may resign or may be removed by the Board of Directors and new members may be appointed by the Board of Directors at such time or times as the Board of Directors in its discretion shall determine. The Administrative Committee shall be chaired by the Senior Vice President, Human Resource Services, Southern Company Services, Inc. and may select a Secretary (who may, but need not, be a member of the Administrative Committee) to keep its records or to assist it in the discharge of its duties. A majority of the members of the Administrative Committee shall constitute a quorum for the transaction of business at any meeting. Any determination or action of the Administrative Committee may be made or taken by a majority of the members present at any meeting thereof, or without a meeting by resolution or written memorandum concurred in by a majority of the members.

 

 

 

 

 

 

2.

Except as amended herein, by this First Amendment, the Plan shall remain in full force and effect as amended and restated by the Company.

IN WITNESS WHEREOF, the Company, through its duly authorized officer, has adopted the First Amendment to the Southern Company Supplemental Executive Retirement Plan, as amended and restated as of May 1, 2000, this 21st day of March, 2006.

 

 

SOUTHERN COMPANY SERVICES, INC.

 

Attest:

By: /s/Robert A. Bell                                       

/s/Dennis A. Stone                     

Secretary

Its: SVP, Human Resource Services

 

 

 

2

 

 

 

EX-10.A.3 5 x10a3.htm

Exhibit 10(a)3

SECOND AMENDMENT TO THE SOUTHERN COMPANY

SUPPLEMENTAL BENEFIT PLAN

WHEREAS, the Board of Directors of Southern Company Services, Inc. (the “Company”) heretofore established and adopted the Southern Company Supplemental Benefit Plan, as amended and restated effective May 1, 2000 (the “Plan”); and

WHEREAS, Section 6.2 of the Plan provides that the Plan may be amended or modified at any time by the Company; and

WHEREAS, the Company has authorized its officers to amend the Plan to name new officer positions, and any successors thereto, to serve on the Administrative Committee; and

WHEREAS, officer positions appointed to the Administrative Committee shall assume such duties as of the later of March 1, 2006 or the date such officer position is filled, provided any officer previously appointed to the Administrative Committee designated as a successor to such appointed status pursuant to this amendment shall continuously retain member status on the Administrative Committee since the time of his original appointment.

NOW, THEREFORE, effective March 1, 2006, the Company hereby amends the Plan as follows:

1.

The Plan is amended to delete existing Section 3.1 and replace it with the following:

 

3.1         The general administration of the Plan shall be placed in the Administrative Committee. The Administrative Committee shall consist of the Senior Vice President, Human Resource Services, Southern Company Services, Inc. (which position is the successor to the Vice President, Compensation and Benefits, Southern Company); the Chief Financial Officer, Southern Company Services, Inc.; the Vice President, Tax, Southern Company Services, Inc.; and the Comptroller of Southern Company; or any other position or positions that succeed to the duties of the foregoing positions. Any member may resign or may be removed by the Board of Directors and new members may be appointed by the Board of Directors at such time or times as the Board of Directors in its discretion shall determine. The Administrative Committee shall be chaired by the Senior Vice President, Human Resource Services, Southern Company Services, Inc. and may select a Secretary (who may, but need not, be a member of the Administrative Committee) to keep its records or to assist it in the discharge of its duties. A majority of the members of the Administrative Committee shall constitute a quorum for the transaction of business at any meeting. Any determination or action of the Administrative Committee may be made or taken by a majority of the members present at any meeting thereof, or without a meeting by resolution or written memorandum concurred in by a majority of the members.

 

 

 

 

 

 

2.

Except as amended herein, by this Second Amendment, the Plan shall remain in full force and effect as amended and restated by the Company.

IN WITNESS WHEREOF, the Company, through its duly authorized officer, has adopted the Second Amendment to the Southern Company Supplemental Benefit Plan, as amended and restated as of May 1, 2000, this 21st day of March, 2006.

 

 

SOUTHERN COMPANY SERVICES, INC.

 

Attest:

By: /s/Robert A. Bell                                 

/s/Dennis A. Stone                     

Secretary

Its: SVP, Human Resource Services

 

 

 

2

 

 

 

EX-31.A.1 6 x31a1.htm

Exhibit 31(a)1

 

THE SOUTHERN COMPANY

 

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

 

I, David M. Ratcliffe, certify that:

1.

I have reviewed this quarterly report on Form 10-Q of The Southern Company;

2.

Based on my knowledge, this 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 report;

3.

Based on my knowledge, the financial statements, and other financial information included in this 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 report;

4.

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, 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 report is being prepared;

 

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

(d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 4, 2006

/s/David M. Ratcliffe

David M. Ratcliffe

Chairman, President and Chief Executive Officer

 

 

 

 

EX-31.A.2 7 x31a2.htm

Exhibit 31(a)2

THE SOUTHERN COMPANY

 

CERTIFICATION OF CHIEF FINANCIAL OFFICER

 

I, Thomas A. Fanning, certify that:

1.

I have reviewed this quarterly report on Form 10-Q of The Southern Company;

2.

Based on my knowledge, this 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 report;

3.

Based on my knowledge, the financial statements, and other financial information included in this 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 report;

4.

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, 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 report is being prepared;

 

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

(d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 4, 2006

/s/Thomas A. Fanning

Thomas A. Fanning

Executive Vice President, Chief Financial Officer and Treasurer

 

 

 

 

EX-31.B.1 8 x31b1.htm

Exhibit 31(b)1

ALABAMA POWER COMPANY

 

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

 

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 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 report;

3.

Based on my knowledge, the financial statements, and other financial information included in this 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 report;

4.

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

 

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, 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 report is being prepared;

 

(b)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

(c)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 4, 2006

/s/Charles D. McCrary

Charles D. McCrary

President and Chief Executive Officer

 

 

 

 

EX-31.B.2 9 x31b2.htm

Exhibit 31(b)2

ALABAMA POWER COMPANY

 

CERTIFICATION OF CHIEF FINANCIAL OFFICER

 

I, Art P. Beattie, certify that:

1.

I have reviewed this quarterly report on Form 10-Q of Alabama Power Company;

2.

Based on my knowledge, this 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 report;

3.

Based on my knowledge, the financial statements, and other financial information included in this 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 report;

4.

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

 

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, 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 report is being prepared;

 

(b)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

(c)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 4, 2006

/s/Art P. Beattie

Art P. Beattie

Executive Vice President, Chief Financial Officer and Treasurer

 

 

 

 

EX-31.C.1 10 x31c1.htm

Exhibit 31(c)1

GEORGIA POWER COMPANY

 

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

 

I, Michael D. Garrett, certify that:

1.

I have reviewed this quarterly report on Form 10-Q of Georgia Power Company;

2.

Based on my knowledge, this 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 report;

3.

Based on my knowledge, the financial statements, and other financial information included in this 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 report;

4.

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

 

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, 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 report is being prepared;

 

(b)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

(c)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 4, 2006

/s/Michael D. Garrett

Michael D. Garrett

President and Chief Executive Officer

 

 

 

 

EX-31.C.2 11 x31c2.htm

Exhibit 31(c)2

GEORGIA POWER COMPANY

 

CERTIFICATION OF CHIEF FINANCIAL OFFICER

 

I, Cliff S. Thrasher, certify that:

1.

I have reviewed this quarterly report on Form 10-Q of Georgia Power Company;

2.

Based on my knowledge, this 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 report;

3.

Based on my knowledge, the financial statements, and other financial information included in this 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 report;

4.

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

 

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, 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 report is being prepared;

 

(b)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

(c)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 4, 2006

/s/Cliff S. Thrasher

Cliff S. Thrasher

Executive Vice President, Chief Financial Officer and Treasurer

 

 

 

 

EX-31.D.1 12 x31d1.htm

Exhibit 31(d)1

GULF POWER COMPANY

 

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

 

I, Susan N. Story, certify that:

1.

I have reviewed this quarterly report on Form 10-Q of Gulf Power Company;

2.

Based on my knowledge, this 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 report;

3.

Based on my knowledge, the financial statements, and other financial information included in this 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 report;

4.

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

 

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, 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 report is being prepared;

 

(b)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

(c)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 4, 2006

/s/Susan N. Story

Susan N. Story

President and Chief Executive Officer

 

 

 

 

EX-31.D.2 13 x31d2.htm

Exhibit 31(d)2

GULF POWER COMPANY

 

CERTIFICATION OF CHIEF FINANCIAL OFFICER

 

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 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 report;

3.

Based on my knowledge, the financial statements, and other financial information included in this 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 report;

4.

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

 

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, 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 report is being prepared;

 

(b)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

(c)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 4, 2006

/s/Ronnie R. Labrato

Ronnie R. Labrato

Vice President and Chief Financial Officer

 

 

 

 

EX-31.E.1 14 x31e1.htm

Exhibit 31(e)1

MISSISSIPPI POWER COMPANY

 

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

 

I, Anthony J. Topazi, certify that:

1.

I have reviewed this quarterly report on Form 10-Q of Mississippi Power Company;

2.

Based on my knowledge, this 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 report;

3.

Based on my knowledge, the financial statements, and other financial information included in this 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 report;

4.

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

 

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, 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 report is being prepared;

 

(b)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

(c)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 4, 2006

/s/Anthony J. Topazi

Anthony J. Topazi

President and Chief Executive Officer

 

 

 

 

EX-31.E.2 15 x31e2.htm

Exhibit 31(e)2

MISSISSIPPI POWER COMPANY

 

CERTIFICATION OF CHIEF FINANCIAL OFFICER

 

I, Frances V. Turnage, certify that:

1.

I have reviewed this quarterly report on Form 10-Q of Mississippi Power Company;

2.

Based on my knowledge, this 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 report;

3.

Based on my knowledge, the financial statements, and other financial information included in this 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 report;

4.

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

 

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, 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 report is being prepared;

 

(b)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

(c)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 4, 2006

/s/Frances V. Turnage

Frances V. Turnage

Vice President, Treasurer and Chief Financial Officer

 

 

 

 

EX-31.F.1 16 x31f1.htm

Exhibit 31(f)1

SAVANNAH ELECTRIC AND POWER COMPANY

 

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

 

I, W. Craig Barrs, 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 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 report;

3.

Based on my knowledge, the financial statements, and other financial information included in this 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 report;

4.

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

 

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, 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 report is being prepared;

 

(b)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

(c)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 4, 2006

/s/W. Craig Barrs

W. Craig Barrs

President and Chief Executive Officer

 

 

 

 

EX-31.F.2 17 x31f2.htm

Exhibit 31(f)2

SAVANNAH ELECTRIC AND POWER COMPANY

 

CERTIFICATION OF CHIEF FINANCIAL OFFICER

 

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 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 report;

3.

Based on my knowledge, the financial statements, and other financial information included in this 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 report;

4.

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

 

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, 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 report is being prepared;

 

(b)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

(c)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 4, 2006

/s/Kirby R. Willis

Kirby R. Willis

Vice President, Treasurer, Chief Financial Officer

and Assistant Corporate Secretary

 

 

 

 

EX-31.G.1 18 x31g1.htm

Exhibit 31(g)1

SOUTHERN POWER COMPANY

 

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

 

I, Ronnie L. Bates, certify that:

1.

I have reviewed this quarterly report on Form 10-Q of Southern Power Company;

2.

Based on my knowledge, this 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 report;

3.

Based on my knowledge, the financial statements, and other financial information included in this 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 report;

4.

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

 

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, 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 report is being prepared;

 

(b)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

(c)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 4, 2006

/s/Ronnie L. Bates

Ronnie L. Bates

President and Chief Executive Officer

 

 

 

 

EX-31.G.2 19 x31g2.htm

Exhibit 31(g)2

SOUTHERN POWER COMPANY

 

CERTIFICATION OF CHIEF FINANCIAL OFFICER

 

I, Michael W. Southern, certify that:

1.

I have reviewed this quarterly report on Form 10-Q of Southern Power Company;

2.

Based on my knowledge, this 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 report;

3.

Based on my knowledge, the financial statements, and other financial information included in this 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 report;

4.

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

 

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, 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 report is being prepared;

 

(b)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

(c)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 4, 2006

/s/Michael W. Southern

Michael W. Southern

Senior Vice President and Chief Financial Officer

 

 

 

 

EX-32.A 20 x32a.htm

Exhibit 32(a)

 

 

 

CERTIFICATION

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO SECTION 906 OF THE

SARBANES-OXLEY ACT OF 2002

 

In connection with the accompanying Quarterly Report on Form 10-Q of The Southern Company for the quarter ended March 31, 2006, we, the undersigned, hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of our individual knowledge and belief, that:

 

(1)

such Quarterly Report on Form 10-Q of The Southern Company for the quarter ended March 31, 2006, which this statement accompanies, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

(2)

the information contained in such Quarterly Report on Form 10-Q of The Southern Company for the quarter ended March 31, 2006, fairly presents, in all material respects, the financial condition and results of operations of The Southern Company.

 

 

 

 

/s/David M. Ratcliffe

David M. Ratcliffe

Chairman, President and

Chief Executive Officer

 

 

 

 

 

/s/Thomas A. Fanning

Thomas A. Fanning

Executive Vice President,

Chief Financial Officer and Treasurer

 

 

 

Date: May 4, 2006

 

 

 

 

EX-32.B 21 x32b.htm

Exhibit 32(b)

 

 

 

CERTIFICATION

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO SECTION 906 OF THE

SARBANES-OXLEY ACT OF 2002

 

In connection with the accompanying Quarterly Report on Form 10-Q of Alabama Power Company for the quarter ended March 31, 2006, we, the undersigned, hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of our individual knowledge and belief, that:

 

(1)

such Quarterly Report on Form 10-Q of Alabama Power Company for the quarter ended March 31, 2006, which this statement accompanies, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

(2)

the information contained in such Quarterly Report on Form 10-Q of Alabama Power Company for the quarter ended March 31, 2006, fairly presents, in all material respects, the financial condition and results of operations of Alabama Power Company.

 

 

 

/s/Charles D. McCrary

Charles D. McCrary

President and Chief Executive Officer

 

 

 

 

/s/Art P. Beattie

Art P. Beattie

Executive Vice President,

Chief Financial Officer and Treasurer

 

 

Date: May 4, 2006

 

 

 

 

EX-32.C 22 x32c.htm

Exhibit 32(c)

 

 

 

CERTIFICATION

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO SECTION 906 OF THE

SARBANES-OXLEY ACT OF 2002

 

In connection with the accompanying Quarterly Report on Form 10-Q of Georgia Power Company for the quarter ended March 31, 2006, we, the undersigned, hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of our individual knowledge and belief, that:

 

(1)

such Quarterly Report on Form 10-Q of Georgia Power Company for the quarter ended March 31, 2006, which this statement accompanies, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

(2)

the information contained in such Quarterly Report on Form 10-Q of Georgia Power Company for the quarter ended March 31, 2006, fairly presents, in all material respects, the financial condition and results of operations of Georgia Power Company.

 

 

 

 

/s/Michael D. Garrett

Michael D. Garrett

President and Chief Executive Officer

 

 

 

 

 

/s/Cliff S. Thrasher

Cliff S. Thrasher

Executive Vice President,

Chief Financial Officer and Treasurer

 

 

Date: May 4, 2006

 

 

 

 

EX-32.D 23 x32d.htm

Exhibit 32(d)

 

CERTIFICATION

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO SECTION 906 OF THE

SARBANES-OXLEY ACT OF 2002

 

In connection with the accompanying Quarterly Report on Form 10-Q of Gulf Power Company for the quarter ended March 31, 2006, we, the undersigned, hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of our individual knowledge and belief, that:

 

(1)

such Quarterly Report on Form 10-Q of Gulf Power Company for the quarter ended March 31, 2006, which this statement accompanies, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

(2)

the information contained in such Quarterly Report on Form 10-Q of Gulf Power Company for the quarter ended March 31, 2006, fairly presents, in all material respects, the financial condition and results of operations of Gulf Power Company.

 

 

 

 

/s/Susan N. Story

Susan N. Story

President and Chief Executive Officer

 

 

 

 

 

 

/s/Ronnie R. Labrato

Ronnie R. Labrato

Vice President and Chief Financial Officer

 

 

 

Date: May 4, 2006

 

 

 

 

EX-32.E 24 x32e.htm

Exhibit 32(e)

 

 

 

CERTIFICATION

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO SECTION 906 OF THE

SARBANES-OXLEY ACT OF 2002

 

In connection with the accompanying Quarterly Report on Form 10-Q of Mississippi Power Company for the quarter ended March 31, 2006, we, the undersigned, hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of our individual knowledge and belief, that:

 

(1)

such Quarterly Report on Form 10-Q of Mississippi Power Company for the quarter ended March 31, 2006, which this statement accompanies, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

(2)

the information contained in such Quarterly Report on Form 10-Q of Mississippi Power Company for the quarter ended March 31, 2006, fairly presents, in all material respects, the financial condition and results of operations of Mississippi Power Company.

 

 

 

 

/s/Anthony J. Topazi

Anthony J. Topazi

President and Chief Executive Officer

 

 

 

 

 

/s/Frances V. Turnage

Frances V. Turnage

Vice President, Treasurer and

Chief Financial Officer

 

 

 

Date: May 4, 2006

 

 

 

 

EX-32.F 25 x32f.htm

Exhibit 32(f)

 

 

 

CERTIFICATION

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO SECTION 906 OF THE

SARBANES-OXLEY ACT OF 2002

 

In connection with the accompanying Quarterly Report on Form 10-Q of Savannah Electric and Power Company for the quarter ended March 31, 2006, we, the undersigned, hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of our individual knowledge and belief, that:

 

(1)

such Quarterly Report on Form 10-Q of Savannah Electric and Power Company for the quarter ended March 31, 2006, which this statement accompanies, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

(2)

the information contained in such Quarterly Report on Form 10-Q of Savannah Electric and Power Company for the quarter ended March 31, 2006, fairly presents, in all material respects, the financial condition and results of operations of Savannah Electric and Power Company.

 

 

 

 

/s/W. Craig Barrs

W. Craig Barrs

President and Chief Executive Officer

 

 

 

 

 

/s/Kirby R. Willis

Kirby R. Willis

Vice President, Treasurer, Chief Financial Officer

and Assistant Corporate Secretary

 

 

 

Date: May 4, 2006

 

 

 

 

EX-32.G 26 x32g.htm

Exhibit 32(g)

 

 

 

CERTIFICATION

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO SECTION 906 OF THE

SARBANES-OXLEY ACT OF 2002

 

In connection with the accompanying Quarterly Report on Form 10-Q of Southern Power Company for the quarter ended March 31, 2006, we, the undersigned, hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of our individual knowledge and belief, that:

 

(1)

such Quarterly Report on Form 10-Q of Southern Power Company for the quarter ended March 31, 2006, which this statement accompanies, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

(2)

the information contained in such Quarterly Report on Form 10-Q of Southern Power Company for the quarter ended March 31, 2006, fairly presents, in all material respects, the financial condition and results of operations of Southern Power Company.

 

 

 

 

/s/Ronnie L. Bates

Ronnie L. Bates

President and Chief Executive Officer

 

 

 

 

 

/s/Michael W. Southern

Michael W. Southern

Senior Vice President and

Chief Financial Officer

 

 

 

Date: May 4, 2006

 

 

 

 

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