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ALABAMA POWER CO - Quarter Report: 2004 September (Form 10-Q)

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-Q

     
þ   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2004

OR

     
o   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____to_____
         
Commission   Registrant, State of Incorporation,   I.R.S. Employer
File Number
  Address and Telephone Number
  Identification No.
1-3526
  The Southern Company   58-0690070
  (A Delaware Corporation)    
  270 Peachtree Street, N.W.    
  Atlanta, Georgia 30303    
  (404) 506-5000    
 
       
1-3164
  Alabama Power Company   63-0004250
  (An Alabama Corporation)    
  600 North 18th Street    
  Birmingham, Alabama 35291    
  (205) 257-1000    
 
       
1-6468
  Georgia Power Company   58-0257110
  (A Georgia Corporation)    
  241 Ralph McGill Boulevard, N.E.    
  Atlanta, Georgia 30308    
  (404) 506-6526    
 
       
0-2429
  Gulf Power Company   59-0276810
  (A Maine Corporation)    
  One Energy Place    
  Pensacola, Florida 32520    
  (850) 444-6111    
 
       
001-11229
  Mississippi Power Company   64-0205820
  (A Mississippi Corporation)    
  2992 West Beach    
  Gulfport, Mississippi 39501    
  (228) 864-1211    
 
       
1-5072
  Savannah Electric and Power Company   58-0418070
  (A Georgia Corporation)    
  600 East Bay Street    
  Savannah, Georgia 31401    
  (912) 644-7171    
 
       
333-98553
  Southern Power Company   58-2598670
  (A Delaware Corporation)    
  270 Peachtree Street, N.W.    
  Atlanta, Georgia 30303    
  (404) 506-5000    
 
       



 


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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  o

     Indicate by check mark whether the registrant is an accelerated filer (as defined by Rule 12b-2 of the Securities Exchange Act of 1934).

                 
Registrant
  Yes
  No
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  
             
    Description of   Shares Outstanding
Registrant
  Common Stock
  at September 30, 2004
The Southern Company
  Par Value $5 Per Share     739,686,919  
Alabama Power Company
  Par Value $40 Per Share     8,250,000  
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.

2


INDEX TO QUARTERLY REPORT ON FORM 10-Q
September 30, 2004

         
    Page
    Number
    5  
    6  
PART I — FINANCIAL INFORMATION
       
Item 1. Financial Statements (Unaudited)
       
Item 2. Management’s Discussion and Analysis of Results of Operations and Financial Condition
       
       
    8  
    9  
    10  
    12  
    13  
       
    29  
    29  
    30  
    31  
    33  
       
    45  
    45  
    46  
    47  
    49  
       
    61  
    61  
    62  
    63  
    65  
       
    75  
    75  
    76  
    77  
    79  
       
    89  
    89  
    90  
    91  
    93  
       
    103  
    103  
    104  
    105  
    107  
    115  
    27  
    27  

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INDEX TO QUARTERLY REPORT ON FORM 10-Q
September 30, 2004

         
    Page
    Number
       
    129  
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
  Inapplicable
Item 3. Defaults Upon Senior Securities
  Inapplicable
Item 4. Submission of Matters to a Vote of Security Holders
  Inapplicable
Item 5. Other Information
  Inapplicable
    129  
    134  

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DEFINITIONS

     
TERM
  MEANING
Alabama Power
  Alabama Power Company
AFUDC
  Allowance for funds used during construction
Clean Air Act
  Clean Air Act Amendments of 1990
Dynegy
  Dynegy, Inc.
ECO Plan
  Environmental Compliance Overview Plan
EITF
  Emerging Issues Task Force
Energy Act
  Energy Policy Act of 1992
EPA
  U. S. Environmental Protection Agency
ESOP
  Employee Stock Ownership Plan
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, 2003
Georgia Power
  Georgia Power Company
Gulf Power
  Gulf Power Company
IRC
  Internal Revenue Code of 1986, as amended
IRS
  Internal Revenue Service
LIBOR
  London Interbank Offered Rate
Mirant
  Mirant Corporation
Mississippi Power
  Mississippi Power Company
Moody’s
  Moody’s Investors Service, Inc.
MW
  Megawatts
NRC
  Nuclear Regulatory Commission
PEP
  Performance Evaluation Plan
PPA
  Purchase Power Agreement
PSC
  Public Service Commission
PUHCA
  Public Utility Holding Company Act of 1935, as amended
retail operating companies
  Alabama Power, Georgia Power, Gulf Power, Mississippi Power and Savannah Electric
RTO
  Regional Transmission Organization
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
SMA
  Supply Margin Assessment
Southern Company
  The Southern Company
Southern Company GAS
  Southern Company Gas LLC
Southern Company system
  Southern Company, the retail operating companies, Southern Power and other subsidiaries
Southern LINC
  Southern Communications Services, Inc.
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
TVA
  Tennessee Valley Authority

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

     This Quarterly Report on Form 10-Q contains forward-looking statements in addition to historical information. Forward-looking information includes, among other things, statements concerning the strategic goals for Southern Company’s wholesale business, storm damage cost recovery, completion of construction projects 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 comparable terminology. The registrants caution that there are various important factors that could cause actual results to differ materially from those indicated in the forward-looking statements; accordingly, there can be no assurance that such indicated results will be realized. These factors include:

  the impact of recent and future federal and state regulatory change, including legislative and regulatory initiatives regarding deregulation and restructuring of the electric utility industry and also changes in environmental, 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 and current IRS audits;

  the effects, extent and timing of the entry of additional competition in the markets in which Southern Company’s subsidiaries operate;

  the impact of fluctuations in commodity prices, interest rates and customer demand;

  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 pending and future rate cases and negotiations;

  effects of and changes in political, legal and economic conditions and developments in the United States, including the current state of the economy;

  the performance of projects undertaken by the non-traditional business and the success of efforts to invest in and develop new opportunities;

  internal restructuring or other restructuring options that may be pursued;

  potential business strategies, including acquisitions or dispositions of assets or businesses, which cannot be assured to be completed or beneficial to Southern 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 the terrorist incidents on September 11, 2001, or any similar incidents or responses to such incidents;

  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;

  weather and other natural phenomena;

  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.

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THE SOUTHERN COMPANY
AND SUBSIDIARY COMPANIES

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THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
                                 
    For the Three Months   For the Nine Months
    Ended September 30,
  Ended September 30,
    2004
  2003
  2004
  2003
    (in thousands)   (in thousands)
Operating Revenues:
                               
Retail sales
  $ 2,915,085     $ 2,757,014     $ 7,537,030     $ 6,906,564  
Sales for resale
    343,298       376,002       1,037,915       1,033,609  
Other electric revenues
    99,635       90,644       287,339       410,598  
Other revenues
    82,787       77,187       319,731       315,077  
 
   
 
     
 
     
 
     
 
 
Total operating revenues
    3,440,805       3,300,847       9,182,015       8,665,848  
 
   
 
     
 
     
 
     
 
 
Operating Expenses:
                               
Fuel
    982,511       936,982       2,691,261       2,385,357  
Purchased power
    187,753       137,860       525,577       385,108  
Other operations
    545,778       519,899       1,629,236       1,556,460  
Maintenance
    209,497       195,871       715,453       664,535  
Depreciation and amortization
    241,134       260,623       715,237       763,908  
Taxes other than income taxes
    161,165       155,263       474,232       446,826  
 
   
 
     
 
     
 
     
 
 
Total operating expenses
    2,327,838       2,206,498       6,750,996       6,202,194  
 
   
 
     
 
     
 
     
 
 
Operating Income
    1,112,967       1,094,349       2,431,019       2,463,654  
Other Income and (Expense):
                               
Allowance for equity funds used during construction
    14,333       5,025       31,984       17,049  
Interest income
    6,174       4,994       20,283       30,081  
Equity in losses of unconsolidated subsidiaries
    (21,624 )     (21,983 )     (68,193 )     (75,425 )
Leveraged lease income
    18,776       16,168       51,708       49,581  
Interest expense, net of amounts capitalized
    (132,773 )     (129,153 )     (401,971 )     (387,102 )
Interest expense to affiliate trusts
    (31,930 )           (63,915 )      
Distributions on mandatorily redeemable preferred securities
          (36,393 )     (31,168 )     (115,930 )
Preferred dividends of subsidiaries
    (7,402 )     (5,473 )     (22,413 )     (15,695 )
Other income (expense), net
    (8,433 )     (29,483 )     (31,897 )     (31,314 )
 
   
 
     
 
     
 
     
 
 
Total other income and (expense)
    (162,879 )     (196,298 )     (515,582 )     (528,755 )
 
   
 
     
 
     
 
     
 
 
Earnings Before Income Taxes
    950,088       898,051       1,915,437       1,934,899  
Income taxes
    305,615       279,216       587,690       586,378  
 
   
 
     
 
     
 
     
 
 
Consolidated Net Income
  $ 644,473     $ 618,835     $ 1,327,747     $ 1,348,521  
 
   
 
     
 
     
 
     
 
 
Common Stock Data:
                               
Consolidated basic earnings per share
  $ 0.87     $ 0.85     $ 1.80     $ 1.86  
Consolidated diluted earnings per share
  $ 0.87     $ 0.84     $ 1.79     $ 1.85  
Average number of basic shares of common stock outstanding (in thousands)
    739,345       729,816       738,056       724,462  
Average number of diluted shares of common stock outstanding (in thousands)
    743,695       734,855       742,271       729,671  
Cash dividends paid per share of common stock
  $ 0.3575     $ 0.35     $ 1.0575     $ 1.035  

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 Nine Months
    Ended September 30,
    2004
  2003
    (in thousands)
Operating Activities:
               
Consolidated net income
  $ 1,327,747     $ 1,348,521  
Adjustments to reconcile consolidated net income to net cash provided from operating activities —
               
Depreciation and amortization
    866,839       893,880  
Deferred income taxes and investment tax credits
    475,009       282,798  
Allowance for equity funds used during construction
    (31,984 )     (17,049 )
Equity in losses of unconsolidated subsidiaries
    68,193       75,425  
Leveraged lease income
    (51,708 )     (49,581 )
Pension, postretirement, and other employee benefits
    6,695       (29,837 )
Tax benefit of stock options
    21,949       25,917  
Hedge settlements
    (8,762 )     (120,483 )
Other, net
    (73,953 )     32,162  
Changes in certain current assets and liabilities —
               
Receivables, net
    (419,831 )     (82,678 )
Fossil fuel stock
    31,814       (11,719 )
Materials and supplies
    (18,039 )     (20,202 )
Other current assets
    (36,373 )     26,758  
Accounts payable
    (77,340 )     (190,336 )
Accrued taxes
    118,811       294,004  
Accrued compensation
    (105,807 )     (164,023 )
Other current liabilities
    (11,369 )     90,323  
 
   
 
     
 
 
Net cash provided from operating activities
    2,081,891       2,383,880  
 
   
 
     
 
 
Investing Activities:
               
Gross property additions
    (1,457,161 )     (1,452,870 )
Cost of removal net of salvage
    (47,420 )     (51,767 )
Construction receivables/payable, net
    (30,638 )     (55,280 )
Investment in unconsolidated subsidiaries
    (73,810 )     (81,238 )
Other
    (19,411 )     54,579  
 
   
 
     
 
 
Net cash used for investing activities
    (1,628,440 )     (1,586,576 )
 
   
 
     
 
 
Financing Activities:
               
Decrease in notes payable, net
    (210,457 )     (539,091 )
Proceeds —
               
Long-term debt
    1,426,125       2,880,495  
Mandatorily redeemable preferred securities
    200,000        
Preferred stock
    175,000       125,000  
Common stock
    89,678       370,305  
Redemptions —
               
Long-term debt
    (1,081,146 )     (2,294,303 )
Mandatorily redeemable preferred securities
    (240,000 )     (240,000 )
Preferred stock
    (28,388 )      
Payment of common stock dividends
    (779,875 )     (748,111 )
Other
    (31,633 )     (41,682 )
 
   
 
     
 
 
Net cash used for financing activities
    (480,696 )     (487,387 )
 
   
 
     
 
 
Net Change in Cash and Cash Equivalents
    (27,245 )     309,917  
Cash and Cash Equivalents at Beginning of Period
    311,274       273,032  
 
   
 
     
 
 
Cash and Cash Equivalents at End of Period
  $ 284,029     $ 582,949  
 
   
 
     
 
 
Supplemental Cash Flow Information:
               
Cash paid during the period for —
               
Interest (net of $29,785 and $39,673 capitalized for 2004 and 2003, respectively)
  $ 428,944     $ 471,001  
Income taxes (net of refunds)
  $ 35,973     $ 55,282  

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 September 30,   At December 31,
Assets
  2004
  2003
    (in thousands)
Current Assets:
               
Cash and cash equivalents
  $ 284,029     $ 311,274  
Receivables —
               
Customer accounts receivable
    870,838       678,345  
Unbilled revenues
    321,292       275,395  
Under recovered regulatory clause revenues
    449,432       204,563  
Other accounts and notes receivable
    272,826       338,557  
Accumulated provision for uncollectible accounts
    (31,363 )     (30,155 )
Fossil fuel stock, at average cost
    284,312       316,126  
Vacation pay
    101,595       96,700  
Materials and supplies, at average cost
    588,604       570,787  
Prepaid expenses
    137,950       125,477  
Other
    92,645       30,196  
 
   
 
     
 
 
Total current assets
    3,372,160       2,917,265  
 
   
 
     
 
 
Property, Plant, and Equipment:
               
In service
    41,098,890       40,339,785  
Less accumulated depreciation
    14,820,297       14,310,726  
 
   
 
     
 
 
 
    26,278,593       26,029,059  
Nuclear fuel, at amortized cost
    202,581       222,667  
Construction work in progress
    1,577,221       1,274,888  
 
   
 
     
 
 
Total property, plant, and equipment
    28,058,395       27,526,614  
 
   
 
     
 
 
Other Property and Investments:
               
Nuclear decommissioning trusts, at fair value
    839,046       807,893  
Leveraged leases
    957,539       837,843  
Other
    346,175       238,377  
 
   
 
     
 
 
Total other property and investments
    2,142,760       1,884,113  
 
   
 
     
 
 
Deferred Charges and Other Assets:
               
Deferred charges related to income taxes
    866,481       874,443  
Prepaid pension costs
    966,169       911,442  
Unamortized debt issuance expense
    153,808       151,558  
Unamortized loss on reacquired debt
    327,495       326,389  
Other regulatory assets
    249,667       121,676  
Other
    361,217       324,474  
 
   
 
     
 
 
Total deferred charges and other assets
    2,924,837       2,709,982  
 
   
 
     
 
 
Total Assets
  $ 36,498,152     $ 35,037,974  
 
   
 
     
 
 

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 September 30,   At December 31,
Liabilities and Stockholders' Equity
  2004
  2003
    (in thousands)
Current Liabilities:
               
Securities due within one year
  $ 455,242     $ 741,073  
Notes payable
    357,243       567,771  
Accounts payable
    708,023       698,758  
Customer deposits
    196,253       189,000  
Accrued taxes —
               
Income taxes
    315,711       153,757  
Other
    318,135       248,937  
Accrued interest
    173,341       186,935  
Accrued vacation pay
    132,640       128,505  
Accrued compensation
    325,548       436,854  
Other
    264,951       264,688  
 
   
 
     
 
 
Total current liabilities
    3,247,087       3,616,278  
 
   
 
     
 
 
Long-term Debt
    10,746,392       10,164,018  
 
   
 
     
 
 
Long-term Debt Payable to Affiliated Trusts
    1,960,644        
 
   
 
     
 
 
Mandatorily Redeemable Preferred Securities
          1,900,486  
 
   
 
     
 
 
Deferred Credits and Other Liabilities:
               
Accumulated deferred income taxes
    4,971,302       4,586,377  
Deferred credits related to income taxes
    382,819       409,339  
Accumulated deferred investment tax credits
    558,953       579,490  
Employee benefit obligations
    830,839       765,390  
Asset retirement obligations
    889,145       845,392  
Other cost of removal obligations
    1,286,581       1,261,519  
Miscellaneous regulatory liabilities
    433,347       576,393  
Other
    319,895       262,580  
 
   
 
     
 
 
Total deferred credits and other liabilities
    9,672,881       9,286,480  
 
   
 
     
 
 
Total Liabilities
    25,627,004       24,967,262  
 
   
 
     
 
 
Cumulative Preferred Stock of Subsidiaries
    569,738       423,126  
 
   
 
     
 
 
Common Stockholders’ Equity:
               
Common stock, par value $5 per share —
               
Authorized — 1 billion shares
               
Issued — September 30, 2004: 739,918,278 Shares;
               
— December 31, 2003: 735,021,270 Shares
               
Treasury — September 30, 2004: 231,359 Shares;
               
— December 31, 2003: 192,691 Shares
               
Par value
    3,699,591       3,675,106  
Paid-in capital
    833,332       746,080  
Treasury, at cost
    (5,140 )     (4,066 )
Retained earnings
    5,889,918       5,343,471  
Accumulated other comprehensive loss
    (116,291 )     (113,005 )
 
   
 
     
 
 
Total Common Stockholders’ Equity
    10,301,410       9,647,586  
 
   
 
     
 
 
Total Liabilities and Stockholders’ Equity
  $ 36,498,152     $ 35,037,974  
 
   
 
     
 
 

The accompanying notes as they relate to Southern Company are an integral part of these condensed financial statements.

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CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)
                                 
    For the Three Months   For the Nine Months
    Ended September 30,
  Ended September 30,
    2004
  2003
  2004
  2003
    (in thousands)   (in thousands)
Consolidated Net Income
  $ 644,473     $ 618,835     $ 1,327,747     $ 1,348,521  
Other comprehensive loss:
                               
Change in fair value of marketable securities, net of tax of $(796), $-, $2,511 and $-, respectively
    (1,330 )     (284 )     4,572       (188 )
Changes in fair value of qualifying hedges, net of tax of $(17,897), $5,781, $(10,094) and $(4,325), respectively
    (30,658 )     (6,399 )     (18,088 )     (19,903 )
Less: Reclassification adjustment for amounts included in net income, net of tax of $1,969, $2,723, $6,354 and $(1,937), respectively
    3,170       4,401       10,230       (1,956 )
 
   
 
     
 
     
 
     
 
 
COMPREHENSIVE INCOME
  $ 615,655     $ 616,553     $ 1,324,461     $ 1,326,474  
 
   
 
     
 
     
 
     
 
 

The accompanying notes as they relate to Southern Company are an integral part of these condensed financial statements.

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RESULTS OF OPERATIONS AND FINANCIAL CONDITION

THIRD QUARTER 2004 vs. THIRD QUARTER 2003
AND
YEAR-TO-DATE 2004 vs. YEAR-TO-DATE 2003

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, energy-related services and natural gas marketing. 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.

RESULTS OF OPERATIONS

Earnings

Southern Company’s third quarter and year-to-date 2004 earnings were $644 million ($0.87 per share) and $1.33 billion ($1.80 per share), respectively, compared with $619 million ($0.85 per share) and $1.35 billion ($1.86 per share) in the third quarter and year-to-date 2003. Earnings in the third quarter 2004 increased despite mild weather, primarily due to increased consumption of electricity by existing customers in the Southern Company service area reflecting continued improvement in the economy and continued customer growth. The decrease in year-to-date 2004 earnings is primarily attributed to a one-time after-tax gain of $88 million included in the second quarter 2003 from termination of capacity sales contracts with Dynegy. Excluding the Dynegy contract termination, year-to-date 2004 earnings increased primarily due to increased consumption of electricity by existing customers in the Southern Company service area reflecting continued improvement in the economy and continued customer growth. See Note 3 to the financial statements of Southern Company under “Uncontracted Generating Capacity” in Item 8 of the Form 10-K for additional information on these contract terminations.

     Significant income statement items appropriate for discussion include the following:

                                 
    Increase (Decrease)
    Third Quarter
  Year-To-Date
    (in thousands)   %   (in thousands)   %
Retail sales
  $ 158,071       5.7     $ 630,466       9.1  
Sales for resale
    (32,704 )     (8.7 )     4,306       0.4  
Other electric revenues
    8,991       9.9       (123,259 )     (30.0 )
Fuel expense
    45,529       4.9       305,904       12.8  
Purchased power expense
    49,893       36.2       140,469       36.5  
Other operations and maintenance expenses
    39,505       5.5       123,694       5.6  
Depreciation and amortization expense
    (19,489 )     (7.5 )     (48,671 )     (6.4 )
Taxes other than income taxes
    5,902       3.8       27,406       6.1  
Interest income
    1,180       23.6       (9,798 )     (32.6 )
Other income (expense), net
    21,050       71.4       (583 )     (1.9 )

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     Retail sales. Excluding fuel revenues, which generally do not affect net income, retail base revenues increased by $47 million, or 2.4%, in the third quarter 2004 and increased by $228 million, or 4.7%, year-to-date 2004 when compared to the same periods in 2003. In the third quarter and year-to-date 2004, retail kilowatt-hour energy sales increased by 0.8% and 3.4%, respectively, over the same periods in 2003, primarily due to growth in the number of customers and demand and the continued improvement in the economy. In the third quarter 2004, retail kilowatt-hour energy sales in the commercial and industrial sectors were up by 0.8% and 2.7%, respectively, while the residential sector was down slightly by 0.9%, reflecting the impact of hurricane related outages, when compared to the same period in 2003. Year-to-date 2004, retail kilowatt-hour energy sales to residential, commercial and industrial customers were up by 3.7%, 3% and 3.5%, respectively, from the amounts recorded in the corresponding period in 2003. The number of retail customers increased by 1.7% for the year-to-date 2004 when compared to year-to-date 2003.

     Sales for resale. In the third quarter 2004, sales for resale revenues decreased when compared to the same period in 2003 primarily due to lower opportunity sales in the wholesale generation business following the June 2004 start of a PPA for 618 megawatts, which significantly reduced the amount of uncontracted capacity available for such sales. The level of opportunity sales in 2003 was also higher as a result of an unusual combination of mild weather in Southern Company’s service territory making more coal-fired generation available for sale to utilities outside the service territory that depend heavily on gas-fired generation. Southern Power added 2,407 megawatts of generating capacity in June and October 2003. A portion of this new capacity contributed to the increase in sales for resale revenues year-to-date 2004 as a result of increased energy revenues from PPAs with neighboring utilities. These increases in sales for resale revenues offset the reduction in revenues resulting from the termination of contracts with subsidiaries of Dynegy in May 2003. See Note 3 to the financial statements of Southern Company under “Uncontracted Generating Capacity” in Item 8 of the Form 10-K for additional information on these contract terminations.

     Other electric revenues. Other electric revenues increased $9 million, or 9.9%, in the third quarter 2004 when compared to the same period in 2003 primarily due to increases of $3 million in transmission revenue, $2 million in rent from other electric property and $1.6 million in outdoor lighting revenue. Year-to-date 2004, other electric revenues decreased from 2003 as a result of the $142 million in contract termination revenues from Dynegy recorded in May 2003. See Note 3 to the financial statements of Southern Company under “Uncontracted Generating Capacity” in Item 8 of the Form 10-K for additional information on these contract terminations. Excluding these contract termination revenues, other electric revenues increased $18.8 million, or 7%, year-to-date 2004 when compared to the same period in 2003 primarily as a result of increases of $6 million in transmission revenue, $3.6 million in rent from other electric property, $3.4 million in revenues from cogeneration sales and $3.4 million in outdoor lighting revenue.

     Fuel expense. Fuel expense in the third quarter and year-to-date 2004 increased due to the higher average unit cost of fuel. The year-to-date 2004 increase in fuel expense was also impacted by increased generating capacity at Southern Power. For the third quarter and year-to-date periods in 2004, the average unit cost of fuel per kilowatt-hour generated increased 9.2% and 14%, respectively, when compared to the corresponding periods in 2003. 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. In addition, Southern Power’s PPAs generally provide that the purchasers are responsible for substantially all of the costs of fuel.

     Purchased power expense. During the third quarter and year-to-date 2004, purchased power expense increased when compared with the same periods in 2003 mainly due to increased demand for energy by retail customers and purchased energy used to meet off-system sales commitments. In some instances, power was available for purchase from external parties at prices lower than Southern Company’s own system generation costs. These expenses do not have a significant impact on earnings since energy expenses are generally offset by energy revenues.

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     Other operations and maintenance expenses. Other operations and maintenance expenses increased in the third quarter and year-to-date 2004 when compared to the same periods in 2003 due to higher scheduled transmission and distribution maintenance and other production expenses and year-to-date 2004 higher administrative expenses. Transmission and distribution expenses increased $1.9 million, or 1.3%, and $32.2 million, or 8.2%, for the third quarter and year-to-date 2004, respectively, due to completion of work postponed in 2003. Other production expenses were up $45.6 million, or 19.2%, and $60.1 million, or 7%, for the third quarter and year-to-date 2004, respectively, due to increased expenses primarily resulting from the operation of Southern Power’s new generating facilities. Administrative and general expenses increased $35 million, or 5.3%, year-to-date 2004 primarily as a result of payroll and employee benefits costs.

     Depreciation and amortization expense. Depreciation and amortization expense decreased in the third quarter and year-to-date 2004 as a direct result of increased amortization of regulatory liabilities at Georgia Power and Mississippi Power when compared to the corresponding periods in 2003. Georgia Power’s depreciation and amortization expenses decreased $19 million and $55 million for the third quarter and year-to-date 2004, respectively, primarily due to lower regulatory charges needed to levelize purchased power capacity costs under the terms of the retail rate order effective January 1, 2002. See Note 1 to the financial statements of Southern Company under “Depreciation and Amortization” in Item 8 of the Form 10-K for additional information. Mississippi Power’s decreases in depreciation and amortization expenses during the third quarter and year-to-date 2004 of $4 million and $11 million for the third quarter and year-to-date 2004, respectively, are primarily the result of the amortization of a $60 million regulatory liability as approved by the Mississippi PSC. See Note 3 to the financial statements of Southern Company under “Mississippi Power Regulatory Filing” in Item 8 of the Form 10-K and Note (K) to the Condensed Financial Statements and “FERC and State PSC Matters” herein for additional information. The year-to-date 2004 decreases are partially offset by increases in depreciable plant in service, primarily as a result of Southern Power’s Stanton Unit A, which was placed in service in October 2003.

     Taxes other than income taxes. The third quarter and year-to-date 2004 increases in taxes other than income taxes over the comparable periods last year are primarily a result of increases in payroll taxes, property taxes on new facilities and higher tax assessments on property. Also, franchise and gross receipts taxes increased for the respective periods due to the increase in revenues from energy sales.

     Interest income. The year-to-date 2004 $9.8 million decrease in interest income when compared to the same period last year is primarily the result of $15.6 million of interest received from a federal income tax settlement in the second quarter of 2003 partially offset by $3.2 million of interest received in August 2004 from a state income tax settlement.

     Other income (expense), net. In the third quarter 2004, net expense decreased primarily as a result of a $10 million increase in income from customer growth, weather and changes in customer consumption related to a Georgia Power electricity pricing program that was partially offset by increased charitable donations and lower revenues from miscellaneous customer contracts when compared to the same period in 2003.

Future Earnings Potential

The results of operations discussed above are not necessarily indicative of future earnings potential. The level of future earnings depends on numerous factors. These factors include the retail operating companies’ 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 stricter environmental standards. 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 growth in energy sales, which is subject to a number of

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factors, including 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 BUSINESS — The SOUTHERN System — “Risk Factors” in Item 1 and MANAGEMENT’S DISCUSSION AND ANALYSIS — RESULTS OF OPERATIONS — “Future Earnings Potential” of Southern Company in Item 7 of the Form 10-K.

Environmental Matters

New Source Review Actions and Plant Wansley Environmental Litigation

Compliance costs related to the Clean Air Act and other environmental regulations could affect earnings if such costs cannot be recovered. For additional information, including information on certain environmental litigation, see MANAGEMENT’S DISCUSSION AND ANALYSIS — RESULTS OF OPERATIONS - “Future Earnings Potential — Environmental Matters” of Southern Company in Item 7 and Note 3 to the financial statements of Southern Company under “New Source Review Actions” and “Plant Wansley Environmental Litigation” in Item 8 of the Form 10-K. As of March 15, 2004, civil penalties under the Clean Air Act were increased prospectively to a maximum of $32,500 per day, per violation. To the extent alleged violations under either the New Source Review litigation or Plant Wansley environmental litigation are deemed to be continuing, this increased civil penalty amount could apply to such violations found to continue after that date.

     On May 3, 2004, the U.S. Supreme Court denied the EPA’s petition to review the Eleventh Circuit Court of Appeals’ decision in the EPA’s similar New Source Review enforcement action against the TVA. The cases against Alabama Power, Georgia Power and Savannah Electric had been effectively stayed pending this final resolution of the TVA case. On June 16, 2004, the U.S. District Court for the Northern District of Alabama lifted the stay of the New Source Review litigation against Alabama Power, placing the case back onto the District Court’s active docket. At this time, no party to the case against Georgia Power and Savannah Electric has sought to reopen that case, which remains administratively closed in the District Court for the Northern District of Georgia. On June 10, 2004, the U.S. District Court for the Northern District of Georgia granted Georgia Power’s motion in the Plant Wansley environmental litigation for partial summary judgment regarding emissions offsets. The case has been removed from the court’s trial calendar due to pending motions for summary judgment, and a new trial date has not been scheduled. An adverse outcome in any one of these cases could require substantial capital expenditures and could possibly require payment of substantial penalties that cannot be determined at this time. This could affect future results of operations, cash flows and possibly financial condition if such costs are not recovered through regulated rates.

Global Warming Litigation

On July 21, 2004, attorneys general from eight states, each outside of Southern Company’s service territory, and the corporation counsel for New York City filed a complaint in the U.S. District Court for the Southern District of New York against Southern Company and four other electric power companies. A nearly identical complaint was filed by three environmental groups in the same court. The complaints allege that the companies’ emissions of carbon dioxide, a greenhouse gas, contribute to global warming, which the plaintiffs assert is a public nuisance. Plaintiffs seek relief under the federal common law or, in the alternative, under state law, of public nuisance. The environmental groups also seek relief under common law private nuisance theories. The plaintiffs seek a judicial order (1) holding each defendant jointly and severally liable for creating, contributing to, and/or maintaining an ongoing public nuisance, global warming and (2) permanently enjoining each of the defendants to abate its contribution to the nuisance by capping its emissions of carbon dioxide and then reducing those emissions by a specified percentage each year for at least a decade. Plaintiffs have not, however, requested that damages be awarded in connection with their claims. Southern Company believes these claims are without merit and notes that the complaint cites no statutory or regulatory basis for the claims. Southern Company and the other defendants have filed motions to dismiss both lawsuits. Southern Company intends to

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vigorously defend against these claims. While the outcome of this matter cannot be determined at this time, an adverse judgment could result in substantial capital expenditures.

Other Environmental Matters

On March 12, 2004, the EPA redesignated the Birmingham, Alabama area from nonattainment to attainment under the one-hour ozone national ambient air quality standard. On April 30, 2004, the EPA published its eight-hour ozone nonattainment designations and a portion of the rules implementing the new eight-hour standard. Areas within the Southern Company’s service area that have been designated as nonattainment under the eight-hour ozone standard include Birmingham, Macon (Georgia) and a 20-county area within metropolitan Atlanta. Under the implementation provisions of the new rule, the EPA announced that the one-hour ozone standard will be revoked on June 15, 2005. Areas classified as “severe” nonattainment areas under the one-hour standard will not be required to impose emissions fees as a result of nonattainment. Georgia Power, therefore, will no longer be subject to imposition of emissions fees if the Atlanta area does not come into attainment with the one-hour standard. In any event, however, based on the last three years of data, the State of Georgia believes that the Atlanta area has attained the one-hour standard and is in the process of applying for redesignation from the EPA. The impact of the eight-hour designations and the new standards will depend on the development and implementation of applicable state regulations and therefore cannot be determined at this time.

     On May 5, 2004, the EPA published proposed amendments to its Regional Haze rules with respect to Best Available Retrofit Technology guidelines and requirements. The impact of these regulations will depend on the development and implementation of the final rules and implementation by the states and therefore cannot be determined at this time.

     In June 2004, the EPA issued its recommendations for areas to be designated “nonattainment” for the fine particle national ambient air quality standard. Areas within Southern Company’s service area that were included in the EPA’s proposed fine particulate matter designations include 24 counties in the metro-Atlanta area; counties surrounding Macon, Athens and Columbus, Georgia; counties surrounding Birmingham, Alabama; and counties in Alabama and Georgia near Chattanooga, Tennessee. Alabama Power, Georgia Power and Southern Power own several plants located within the counties proposed for the nonattainment designations. The EPA plans to make final nonattainment designations for fine particulate matter by the end of 2004.

     On April 21, 2004, the EPA published the final regional nitrogen oxide reduction rules applicable to Georgia. These rules specified that the State of Georgia must submit a revised state implementation plan by April 2005, and affected sources must comply with the reduction requirements by May 1, 2007. However, on October 22, 2004, the EPA announced it was granting a petition for reconsideration filed with the EPA by a coalition of Georgia industries. The EPA will stay implementation of the rule, as it relates to Georgia, while it initiates rulemakings to address the petition. The impact of the nitrogen oxide reduction rules will depend on the outcome of the petition for reconsideration and/or any subsequent development and approval of Georgia’s state implementation plan and cannot be determined at this time.

FERC and State PSC Matters

Market-Based Rate Authority

See MANAGEMENT’S DISCUSSION AND ANALYSIS — RESULTS OF OPERATIONS — “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” in Item 8 of the Form 10-K. On April 14,

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2004, the FERC issued an order that abandoned the SMA test and adopted a new interim analysis for measuring generation market power. This new interim approach requires utilities to submit a pivotal supplier analysis and a wholesale market share analysis, the results of which provide a rebuttable presumption regarding generation market power. The FERC’s order also sets forth procedures for rebutting these presumptions and addresses mitigation measures for those entities that are found to have market power. In the absence of specific mitigation measures, the order includes several cost-based mitigation measures that would apply by default. The FERC also initiated a new rulemaking proceeding that, among other things, will adopt a final methodology for assessing generation market power.

     On July 8, 2004, the FERC denied Southern Company’s request for rehearing, along with a number of others, and reaffirmed the interim tests that it adopted in April. Southern Company submitted the required analyses on August 9, 2004. In that filing, Southern Company passed the pivotal supplier analysis for all markets and the wholesale market share analysis for all markets except the Southern Company control area. Southern Company also submitted other analyses to demonstrate that it lacks generation market power. This filing remains pending at the FERC. Southern Company, along with other utilities, has also filed an appeal of the FERC’s April 14, 2004 order with the Circuit Court of Appeals in Washington, D.C. In the event that the FERC’s default mitigation measures are ultimately applied, Southern Power and the retail operating companies may be required to charge cost-based rates for certain wholesale sales, 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.

Transmission

See MANAGEMENT’S DISCUSSION AND ANALYSIS — RESULTS OF OPERATIONS — “Future Earnings Potential — FERC Matters — Transmission” of Southern Company in Item 7 of the Form 10-K for information on the FERC’s order related to RTOs and the FERC’s notice of proposed rulemaking regarding open access transmission service and standard electricity market design.

Plant McIntosh Construction Project

See Note 3 to the financial statements of Southern Company under “FERC Matters” in Item 8 of the Form 10-K for information regarding PPAs between Southern Power and Georgia Power and Savannah Electric for Plant McIntosh capacity. In April 2003, Southern Power applied for FERC approval of these PPAs. In July 2003, the FERC accepted the PPAs to become effective June 1, 2005, subject to refund, and ordered that hearings be held. To ensure the timely completion of construction on Plant McIntosh Units 10 and 11 and their availability in the summer of 2005 as supply side resources for the retail customers in the State of Georgia, on May 7, 2004, Savannah Electric and Georgia Power requested the Georgia PSC to direct them to acquire the McIntosh construction project. Savannah Electric and Georgia Power proposed to place the units in rate base at a cost approved by the Georgia PSC and to recover the unit operation and maintenance costs as retail service expenses as may be approved by the Georgia PSC. The Georgia PSC issued such an order on May 18, 2004 and the transfer occurred on May 24, 2004. On May 20, 2004, Southern Power filed a request to withdraw the PPAs and to terminate the ongoing FERC proceedings. On August 4, 2004, the FERC issued a notice that it allowed the request to withdraw the PPAs to be accepted and to become effective by operation of law on July 20, 2004. However, the FERC made no determination on what additional steps may need to be taken with respect to testimony provided in the proceedings. The ultimate outcome of this matter cannot now be determined.

     The May 18, 2004 Georgia PSC order also directed Georgia Power and Savannah Electric to file an application within 10 days of completing such purchase to amend the resource certificate granted by the Georgia PSC in 2002 to describe the capacity resource as being the McIntosh Units 10 and 11 (as opposed to the McIntosh PPAs), the approximate construction schedule (which is not expected to change) and the proposed

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rate base treatment. The application was filed on June 3, 2004 and the Georgia PSC will have 180 days to respond. The Georgia PSC is expected to review the application in accordance with its affiliate transaction guidelines, which require a lower cost or market approach unless otherwise determined by the Georgia PSC. Georgia Power and Savannah Electric have submitted information showing that the book cost of the McIntosh construction project is lower than its market value. In direct testimony filed on October 14, 2004, the Georgia PSC staff proposed a different valuation that shows the market value for the Plant McIntosh construction project is less than book value. Georgia Power and Savannah Electric disagree with the proposed valuation methodology. Georgia Power and Savannah Electric plan to file rebuttal testimony in November with hearings being held in that same month. The Georgia PSC is expected to issue a final order in this matter in December 2004. However, full recovery of the project costs depends on the outcome of the Georgia PSC’s review. In the event the Georgia PSC does not allow full recovery of the project costs, then part of such costs may have to be written off in accordance with FASB Statement No. 90, “Accounting for Abandonments and Disallowed Plant Costs.” At September 30, 2004, the investment in the McIntosh construction project totaled approximately $381.1 million and $74.2 million for Georgia Power and Savannah Electric, respectively. The ultimate outcome of the Georgia PSC’s review cannot now be determined. See Note (J) to the Condensed Financial Statements herein for additional information.

Georgia Power Retail Rate Case

On July 1, 2004, Georgia Power filed a request with the Georgia PSC for an approximate 7 percent increase in retail revenues, effective January 1, 2005. The requested increase is based on a future test year ending July 31, 2005 and a proposed retail return on common equity of 12.5 percent. Georgia Power is currently operating under a three-year retail rate order that expires December 31, 2004. Under the terms of the existing order, earnings are evaluated annually against a retail return on common equity range of 10 percent to 12.95 percent. Two-thirds of any earnings above the 12.95 percent return are applied to rate refunds, with the remaining one-third retained by Georgia Power. The order required Georgia Power to file a general rate case by July 1, 2004.

     The increase in retail revenues is being requested to cover the higher costs of purchased power; operating and maintenance expenses; environmental compliance; and continued investment in new generation, transmission and distribution facilities to support growth and ensure reliability. Hearings on Georgia Power’s filed testimony were held in September 2004. Testimony from Georgia PSC staff was filed and hearings held in October 2004. Georgia Power plans to file rebuttal testimony in November 2004 with hearings on that testimony being held in the same month. Georgia Power expects the Georgia PSC to issue a final order in this matter during December 2004. The final outcome of this matter cannot now be determined. See MANAGEMENT’S DISCUSSION AND ANALYSIS — RESULTS OF OPERATIONS — “Future Earnings Potential — Other Matters” of Southern Company in Item 7 and Note 3 to the financial statements of Southern Company under “Georgia Power Retail Rate Orders” in Item 8 of the Form 10-K and Note (I) to the Condensed Financial Statements herein for additional information.

Alabama Power Environmental Rate Filing

On August 2, 2004, Alabama Power made a filing with the Alabama PSC to establish a specific rate mechanism for the recovery of retail costs associated with environmental laws, regulations or other such mandates. On October 5, 2004, the Alabama PSC voted to approve the rate mechanism as filed. The rate mechanism will begin operation in January 2005 and provide for the recovery of these costs pursuant to a factor that will be calculated annually. Environmental costs to be recovered will include operation and maintenance expense, depreciation and a return on invested capital. It is anticipated that for the first two years of the increase, retail rates will increase by approximately 1% ($33 million) in 2005 and approximately an additional 1% ($30 million) in 2006. In conjunction with the Alabama PSC’s approval, Alabama Power agreed to a moratorium until March 2007 on any retail rate increase under the previously approved Rate Stabilization and Equalization

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Plan. Any increase in March 2007 would be based upon the earned return on retail common equity at December 31, 2006. See Note 3 to the financial statements of Southern Company under “Alabama Power Retail Rate Adjustment Procedures” in Item 8 of the Form 10-K for further information on Alabama Power’s Rate Stabilization and Equalization Plan.

Mississippi Power Retail Rate Filing

On December 5, 2003, Mississippi Power filed a request with the Mississippi PSC to include 266 megawatts of Plant Daniel Units 3 and 4 generating capacity not previously included in jurisdictional cost of service. As part of Mississippi Power’s proposal to include the additional Plant Daniel capacity in retail rates, the Mississippi PSC, at the time of such filing, issued an interim accounting order in December 2003 directing Mississippi Power to expense and record in 2003 a regulatory liability in the amount of approximately $60 million while the Mississippi PSC fully considered the entire request. On May 25, 2004, the Mississippi PSC issued an order related to this matter. The Mississippi PSC approved Mississippi Power’s request to reclassify the 266 megawatts of Plant Daniel Unit 3 and 4 capacity to jurisdictional cost of service effective January 1, 2004 and authorized Mississippi Power to include the related costs and revenue credits in jurisdictional rate base, cost of service and revenue requirement calculations for purposes of retail rate recovery. As directed by the Mississippi PSC, Mississippi Power will amortize the regulatory liability established pursuant to the Mississippi PSC’s interim order in December 2003 as an increase to earnings as follows: $16.5 million in 2004, $25.1 million in 2005, $13.0 million in 2006 and $5.7 million in 2007. This amortization increased after tax earnings for the third quarter and year-to-date 2004 by $2.5 million and $7.7 million, respectively.

     In addition, the Mississippi PSC also approved Mississippi Power’s requested changes to its PEP rate schedule, including the use of a forward-looking test year, with appropriate oversight; annual, rather than semi-annual, filings; and certain changes to the performance indicator mechanisms. Rate changes will be limited to 4% of retail revenues annually under the revised PEP. The Mississippi PSC will review all aspects of PEP in 2007. See Note 3 to the financial statements of Southern Company under “Mississippi Power Regulatory Filing” 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 recent months, the retail operating companies have experienced higher than expected fuel costs for coal and gas. Those higher fuel costs have increased the under recovered fuel costs included in the Condensed Balance Sheets herein. The retail operating companies will continue to monitor the under recovered fuel cost balance in light of these higher fuel costs.

Storm Damage Cost Recovery

On September 15 and 16, 2004, Hurricane Ivan hit the Gulf Coast of Florida and Alabama and continued north through the Southern Company’s service territory causing substantial damage. Nearly 40% of Southern Company’s 4 million customers were without electric service immediately after the hurricane. Almost 95% of those without power had service restored within one week, and two weeks after the storm, power had been restored to all who could receive service.

     Each retail operating company 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. At Alabama Power, operation and maintenance expenses associated with repairing the damage to its facilities and restoring service to customers are preliminarily estimated to be $52 million. The

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION

balance in Alabama Power’s natural disaster reserve was not sufficient to cover these costs. On October 19, 2004, Alabama Power received approval from the Alabama PSC to record its hurricane related operation and maintenance expenses in its natural disaster reserve, thereby deferring the approximately $41 million negative balance for recovery in future periods in a manner which minimizes the impact on customers. At Gulf Power, the estimated total amount of damage related to Hurricane Ivan charged to the property damage reserve as of September 30, 2004 was $75.5 million. Prior to Hurricane Ivan, Gulf Power’s reserve balance was approximately $28 million. Gulf Power’s current annual accrual to the property damage reserve, as approved by the Florida PSC, is $3.5 million. The Florida PSC has also approved additional accrual amounts at Gulf Power’s discretion. Gulf Power is currently reviewing alternatives that would potentially allow for more rapid recovery of these costs. See Notes (K), (M) and (O) to the Condensed Financial Statements herein for additional information on these reserves.

Mirant Related Matters

See MANAGEMENT’S DISCUSSION AND ANALYSIS — RESULTS OF OPERATIONS — “Future Earnings Potential — Other Matters” of Southern Company in Item 7 and Note 3 to the financial statements of Southern Company under “Mirant Related Matters” in Item 8 of the Form 10-K and Note (B) to the Condensed Financial Statements herein under “Mirant Related Matters.” In July 2003, Mirant filed for voluntary reorganization under Chapter 11 of the Federal Bankruptcy Code. Southern Company has various 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. The ultimate outcome of such contingent liabilities cannot now be determined.

Income Tax Matters

Leveraged Lease Transactions

See MANAGEMENT’S DISCUSSION AND ANALYSIS — RESULTS OF OPERATIONS — “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 Issues — Leveraged Lease Transactions” in Item 8 of the Form 10-K for information regarding IRS challenges to Southern Company’s transactions related to international leveraged leases. See Note (B) to the Condensed Financial Statements herein under “Income Tax Matters” for information on potential additional challenges and information related to the international leveraged leases that could have material impacts on Southern Company’s financial statements. The ultimate outcome of these matters cannot now be determined.

Synthetic Fuel Tax Credits

See MANAGEMENT’S DISCUSSION AND ANALYSIS — RESULTS OF OPERATIONS — “Future Earnings Potential — Income Tax Matters — Synthetic Fuel Tax Credits” of Southern Company in Item 7 and Note 3 to the financial statements of Southern Company under “Income Tax Matters — Synthetic Fuel Tax Credits” in Item 8 of the Form 10-K for information related to Southern Company’s investments in two entities that produce synthetic fuel and receive tax credits under Section 29 of the Internal Revenue Code. In accordance with Section 29, these tax credits are subject to limitation as the annual average price of oil (as determined by the Department of Energy) increases over a specified, inflation-adjusted, dollar amount. Based on oil prices through October 31, 2004, Southern Company does not expect the recent oil price increases to result in any limitation to these credits in 2004. However, 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.

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THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION

American Jobs Creation Act of 2004

On October 22, 2004, President Bush signed the American Jobs Creation Act of 2004 (Jobs Act) into law. The Jobs Act represents the most significant revision to the Internal Revenue Code since 1986. Congress must still develop the regulations that will implement the requirements of the Jobs Act. Southern Company is currently assessing the impact of the Jobs Act on its taxable income. However, Southern Company currently does not expect the Jobs Act to have a material impact on its financial statements.

Other Construction Projects

In October 2004, a partnership between Southern Company and the Orlando Utilities Commission (OUC) was selected by the U.S. Department of Energy (DOE) to build and operate a 285 MW coal-gasification facility. The facility will be located at OUC’s Stanton Energy Center near Orlando, Florida, site of Plant Stanton A, an existing gas-fired 630 megawatt unit co-owned by Southern Power, OUC and others. Southern Power will own and operate the Southern Company portion of the project. The project will demonstrate a coal gasification technology that has been under development, in partnership with the DOE, at Southern Company’s power systems development facility near Birmingham, Alabama. The project is scheduled to begin commercial operation in early 2010, with a projected total cost of $557 million. The DOE will contribute approximately $235 million of the cost.

     In August 2004 Southern Power completed limited construction activities on Plant Franklin Unit 3 to preserve the long-term viability of the project. Final completion is not anticipated until the 2008-2011 period. See Note 3 to the financial statements of Southern Company under “Uncontracted Generating Capacity” in Item 8 of the Form 10-K for additional information. The final outcome of these matters cannot now be determined.

Power Sales Agreements

On August 12, 2004, Georgia Power and Gulf Power entered into a PPA and Southern Power entered into two PPAs with Florida Power & Light (FP&L). Under the agreements, for the period from June 2010 through December 2015, Georgia Power and Gulf Power will provide FP&L with 165 megawatts of capacity annually from the jointly owned Plant Scherer Unit 3, and Southern Power will provide FP&L with a total of 790 megawatts of capacity annually from Plant Harris Unit 1 and Plant Franklin Unit 1. The contracts provide for fixed capacity payments and variable energy payments based on actual energy delivered. Additionally, FP&L will make payments for firm gas transportation. These contracts are contingent upon certain events, including approval of the Florida PSC. The final outcome of this matter cannot now be determined. See MANAGEMENT’S DISCUSSION AND ANALYSIS — RESULTS OF OPERATIONS — “Revenues” of Southern Company in Item 7 of the Form 10-K for information on long-term power sales contracts.

Other Matters

See MANAGEMENT’S DISCUSSION AND ANALYSIS — RESULTS OF OPERATIONS — “Future Earnings Potential — Other Matters” of Southern Company in Item 7 of the Form 10-K for information on nuclear security measures. Both Alabama Power and Georgia Power have implemented plans for the measures ordered by the NRC to be in effect on October 29, 2004 and are in compliance with the requirements. Alabama Power and Georgia Power — based on its ownership interest — currently estimate their respective expenditures related to these security measures to total $9.7 million and $9.8 million, of which $9.3 million and $1.4 million will be capitalized. These estimates are subject to change in the event additional NRC guidance is provided.

     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

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THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION

public health and the environment. Litigation over environmental issues and claims of various types, including property damage, personal injury and citizen enforcement of environmental requirements, has increased generally throughout the United States. In particular, personal injury claims for damages caused by alleged exposure to hazardous materials have become more frequent. The ultimate outcome of such litigation against Southern Company and its subsidiaries cannot be predicted at this time; however, 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 contingencies and other matters which may affect future earnings potential.

ACCOUNTING POLICIES

Application of Critical Accounting Policies and Estimates

Southern Company 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 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. 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 Plant Daniel Capacity. Also see Note (K) to the Condensed Financial Statements herein for additional information related to Mississippi Power’s request to include the Plant Daniel capacity in jurisdictional cost of service and the related Mississippi PSC order.

New Accounting Standards

On March 31, 2004, Southern Company prospectively adopted FASB Interpretation No. 46R, “Consolidation of Variable Interest Entities,” which requires the primary beneficiary of a variable interest entity to consolidate the related assets and liabilities. The adoption of FASB Interpretation No. 46R had no impact on Southern Company’s net income. However, as a result of the adoption, Southern Company and the retail operating companies deconsolidated certain wholly-owned trusts established to issue preferred securities since Southern Company and the retail operating companies do not meet the definition of primary beneficiary established by FASB Interpretation No. 46R. In addition, Southern Company consolidated its 85% limited partnership investment in an energy/telecom venture capital fund that was previously accounted for under the equity method. See Note (D) to the Condensed Financial Statements herein for additional information related to the adoption of FASB Interpretation No. 46R.

     In the third quarter 2004, Southern Company prospectively adopted FASB Staff Position (FSP) 106-2, Accounting and Disclosure Requirements related to the Medicare Prescription Drug, Improvement, and Modernization Act of 2003 (the Medicare Act). The Medicare Act provides a 28% prescription drug subsidy for Medicare eligible retirees. FSP 106-2 requires recognition of the impacts of the Medicare Act in the accumulated post-retirement benefit obligation (APBO) and future cost of service for post-retirement medical plans and may be applied retroactively to the enactment of the Medicare Act in December 2003 or prospectively effective for the third quarter 2004. Southern Company elected to apply this treatment prospectively. The effect of the subsidy reduced Southern Company’s expenses for the three months ended September 30, 2004 by approximately $5 million and is expected to have a similar impact on future expenses. The subsidy’s impact on the post-retirement medical plan APBO was a reduction of approximately $182

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THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION

million. However, the ultimate impact on future periods is subject to federal regulations governing the subsidy created in the Medicare Act being finalized. See Note (G) to the Condensed Financial Statements herein for additional information.

FINANCIAL CONDITION AND LIQUIDITY

Overview

Major changes in Southern Company’s financial condition during the first nine months of 2004 included $1.5 billion used for gross property additions to utility plant. The funds for these additions and other capital requirements were primarily obtained from net proceeds from short- and long-term security issuances of approximately $331 million and operating activities. See Southern Company’s Condensed Consolidated Statements of Cash Flows and “Financing Activities” 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 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 stock dividends, leases, trust funding requirements and other purchase commitments. Approximately $455 million will be required by September 30, 2005 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. 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. However, the amount, type and timing of any financings, if needed, will depend upon market conditions and regulatory approval. See BUSINESS — “Financing Programs” in Item 1 and 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.

     To meet short term cash needs and contingencies, the Southern Company system had at September 30, 2004 approximately $284 million of cash and cash equivalents and approximately $3.2 billion of unused credit arrangements with banks, of which $73 million expire in 2004, $1.7 billion expire in 2005 and $1.4 billion expire in 2006 and beyond. Of the facilities maturing in 2004 and 2005, $1.2 billion contain provisions allowing two-year term loans executable at the expiration date and $275 million contain provisions allowing one-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. 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 September 30, 2004, the Southern Company system had outstanding commercial paper of $350 million and extendible commercial notes of $8 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.

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THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION

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 and its subsidiaries do 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 below investment grade. These contracts are primarily for physical electricity purchases and sales and fixed-price physical gas purchases. At September 30, 2004, the maximum potential collateral requirements were approximately $433 million. Generally, collateral may be provided for by a Southern Company guaranty, letter of credit or cash.

     Southern Company and its 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. These agreements are primarily for natural gas price and interest rate risk management activities. At September 30, 2004, Southern Company and its subsidiaries’ maximum potential exposure to these contracts was $9 million.

Market Price Risk

Southern Company’s market risk exposures relative to interest rate changes have not changed materially compared with the December 31, 2003 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. 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, similar contracts for gas purchases. Also, the retail operating companies have each implemented fuel-hedging programs at the instruction of their respective PSCs.

     The fair value of derivative energy contracts at September 30, 2004 was as follows:

                 
    Third Quarter    
    2004   Year-to-Date
    Changes
  Changes
    Fair Value
    (in thousands)
Contracts beginning of period
  $ 26,618     $ 15,825  
Contracts realized or settled
    (19,929 )     (45,278 )
New contracts at inception
           
Changes in valuation techniques
           
Current period changes (a)
    49,397       85,539  
 
   
 
     
 
 
Contracts at September 30, 2004
  $ 56,086     $ 56,086  
 
   
 
     
 
 
(a)   Current period changes also include the changes in fair value of new contracts entered into during the period.

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THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION

                         
    Source of September 30, 2004
    Valuation Prices
            Maturity
    Total        
    Fair Value
  Year 1
  1-3 Years
            (in thousands)        
Actively quoted
  $ 60,099     $ 56,151     $ 3,948  
External sources
    (4,013 )     (3,953 )     (60 )
Models and other methods
                 
 
   
 
     
 
     
 
 
Contracts at September 30, 2004
  $ 56,086     $ 52,198     $ 3,888  
 
   
 
     
 
     
 
 

     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 nine months of 2004, Southern Company and its subsidiaries issued $1.35 billion of senior notes, $276 million of other long-term debt, $175 million of preferred stock and $90 million of common stock through employee and director stock plans. The proceeds were primarily used to refund senior notes and other long-term debt and to fund ongoing construction projects. The remainder was used to repay short-term indebtedness. See Southern Company’s Condensed Consolidated Statements of Cash Flows herein for further details on financing activities during the first nine months of 2004.

     Subsequent to September 30, 2004, Gulf Power entered into loan agreements for $50 million maturing October 21, 2005 and $100 million maturing October 28, 2005. Proceeds from these borrowings were used for general corporate purposes and to finance repairs to its electric system for damage suffered as a result of Hurricane Ivan.

     Also subsequent to September 30, 2004, Savannah Electric has entered into interest rate hedging transactions related to the anticipated issuance of senior notes totaling approximately $30 million. The notes are expected to be issued in 2004. Further, Savannah Electric also entered into an interest rate hedging transaction related to $13.9 million of its outstanding tax-exempt auction rate securities. The interest rate swap will fix Savannah Electric’s interest rate cost related to these securities through 2007.

     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 debt and replace these obligations with lower-cost capital if market conditions permit.

     The market price of Southern Company’s common stock at September 30, 2004 was $29.98 per share and the book value was $13.93 per share, representing a market-to-book ratio of 215%, compared to $30.25, $13.13 and 230%, respectively, at the end of 2003. The dividend for the third quarter 2004 was $0.3575 per share compared to $0.35 per share in the third quarter 2003.

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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 disclosure controls and procedures (as defined in Sections 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934). Based upon those evaluations, the Chief Executive Officer and the Chief Financial Officer, in each case, concluded that the disclosure controls and procedures are effective in alerting them in a timely manner to material information relating to each company (including its consolidated subsidiaries) required to be included in periodic filings with the SEC.

     (b) Changes in internal controls.

There have been no changes in Southern Company’s, the retail operating companies’ 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 third quarter of 2004 that have materially affected or are reasonably likely to materially affect Southern Company’s, the retail operating companies’ or Southern Power’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   For the Nine Months
    Ended September 30,
  Ended September 30,
    2004
  2003
  2004
  2003
    (in thousands)   (in thousands)
Operating Revenues:
                               
Retail sales
  $ 979,768     $ 951,612     $ 2,571,549     $ 2,371,347  
Sales for resale —
                               
Non-affiliates
    134,068       134,897       366,504       370,390  
Affiliates
    95,739       96,840       215,472       213,568  
Other revenues
    36,798       32,785       111,359       101,096  
 
   
 
     
 
     
 
     
 
 
Total operating revenues
    1,246,373       1,216,134       3,264,884       3,056,401  
 
   
 
     
 
     
 
     
 
 
Operating Expenses:
                               
Fuel
    331,853       330,189       880,942       810,724  
Purchased power —
                               
Non-affiliates
    65,844       33,719       159,994       90,025  
Affiliates
    51,259       60,190       171,591       154,299  
Other operations
    156,179       152,434       463,454       446,619  
Maintenance
    60,307       68,143       231,412       224,364  
Depreciation and amortization
    106,860       103,526       318,359       308,242  
Taxes other than income taxes
    59,124       54,012       182,899       170,579  
 
   
 
     
 
     
 
     
 
 
Total operating expenses
    831,426       802,213       2,408,651       2,204,852  
 
   
 
     
 
     
 
     
 
 
Operating Income
    414,947       413,921       856,233       851,549  
Other Income and (Expense):
                               
Allowance for equity funds used during construction
    4,237       2,159       12,261       9,958  
Interest income
    3,605       3,702       11,934       11,248  
Interest expense, net of amounts capitalized
    (46,385 )     (50,068 )     (148,831 )     (163,582 )
Interest expense to affiliate trusts
    (4,059 )           (8,240 )      
Distributions on mandatorily redeemable preferred securities
          (3,937 )     (3,938 )     (11,317 )
Other income (expense), net
    (7,682 )     (9,242 )     (18,435 )     (19,276 )
 
   
 
     
 
     
 
     
 
 
Total other income and (expense)
    (50,284 )     (57,386 )     (155,249 )     (172,969 )
 
   
 
     
 
     
 
     
 
 
Earnings Before Income Taxes
    364,663       356,535       700,984       678,580  
Income taxes
    138,834       135,271       268,669       250,102  
 
   
 
     
 
     
 
     
 
 
Net Income
    225,829       221,264       432,315       428,478  
Dividends on Preferred Stock
    6,072       4,748       17,524       13,520  
 
   
 
     
 
     
 
     
 
 
Net Income After Dividends on Preferred Stock
  $ 219,757     $ 216,516     $ 414,791     $ 414,958  
 
   
 
     
 
     
 
     
 
 

CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)

                                 
    For the Three Months   For the Nine Months
    Ended September 30,
  Ended September 30,
    2004
  2003
  2004
  2003
    (in thousands)   (in thousands)
Net Income After Dividends on Preferred Stock
  $ 219,757     $ 216,516     $ 414,791     $ 414,958  
Other comprehensive income (loss):
                               
Change in fair value of marketable securities, net of tax of $(285)
    (470 )                  
Changes in fair value of qualifying hedges, net of tax of $(11,016), $1,343, $(5,331) and $(80), respectively
    (18,118 )     2,474       (8,768 )     480  
Less: Reclassification adjustment for amounts included in net income, net of tax of $592, $1,514, $2,164 and $3,159, respectively
    975       2,151       3,560       5,195  
 
   
 
     
 
     
 
     
 
 
COMPREHENSIVE INCOME
  $ 202,144     $ 221,141     $ 409,583     $ 420,633  
 
   
 
     
 
     
 
     
 
 

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 Nine Months
    Ended September 30,
    2004
  2003
    (in thousands)
Operating Activities:
               
Net income
  $ 432,315     $ 428,478  
Adjustments to reconcile net income to net cash provided from operating activities —
               
Depreciation and amortization
    373,792       354,519  
Deferred income taxes and investment tax credits, net
    120,554       58,913  
Allowance for equity funds used during construction
    (12,261 )     (9,958 )
Pension, postretirement, and other employee benefits
    (14,744 )     (27,531 )
Tax benefit of stock options
    7,004       8,029  
Hedge settlements
    3,594       (12,668 )
Natural disaster reserve payments
    (19,992 )     (3 )
Other, net
    (35,423 )     (10,974 )
Changes in certain current assets and liabilities —
               
Receivables, net
    (203,743 )     (95,679 )
Fossil fuel stock
    18,193       (5,844 )
Materials and supplies
    (9,060 )     (7,708 )
Other current assets
    (65 )     (12,028 )
Accounts payable
    (82,429 )     (32,415 )
Accrued taxes
    181,294       169,083  
Accrued compensation
    (16,185 )     (15,677 )
Other current liabilities
    3,582       47,864  
 
   
 
     
 
 
Net cash provided from operating activities
    746,426       836,401  
 
   
 
     
 
 
Investing Activities:
               
Gross property additions
    (533,563 )     (473,484 )
Cost of removal net of salvage
    (25,484 )     (23,707 )
Other
    12,850       13,300  
 
   
 
     
 
 
Net cash used for investing activities
    (546,197 )     (483,891 )
 
   
 
     
 
 
Financing Activities:
               
Increase (decrease) in notes payable, net
    130,791       (36,991 )
Proceeds —
               
Senior notes
    600,000       1,065,000  
Preferred stock
    100,000       125,000  
Common stock
    40,000       25,000  
Capital contributions from parent company
          133  
Redemptions —
               
Senior notes
    (725,000 )     (1,000,800 )
Other long-term debt
    (1,445 )     (707 )
Payment of preferred stock dividends
    (16,197 )     (11,747 )
Payment of common stock dividends
    (327,975 )     (322,650 )
Other
    (14,759 )     (4,328 )
 
   
 
     
 
 
Net cash used for financing activities
    (214,585 )     (162,090 )
 
   
 
     
 
 
Net Change in Cash and Cash Equivalents
    (14,356 )     190,420  
Cash and Cash Equivalents at Beginning of Period
    42,752       22,685  
 
   
 
     
 
 
Cash and Cash Equivalents at End of Period
  $ 28,396     $ 213,105  
 
   
 
     
 
 
Supplemental Cash Flow Information:
               
Cash paid during the period for —
               
Interest (net of $5,118 and $5,037 capitalized for 2004 and 2003, respectively)
  $ 120,302     $ 123,848  
Income taxes (net of refunds)
  $ 18,490     $ 84,569  

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 September 30,   At December 31,
Assets
  2004
  2003
    (in thousands)
Current Assets:
               
Cash and cash equivalents
  $ 28,396     $ 42,752  
Receivables —
               
Customer accounts receivable
    302,077       223,865  
Unbilled revenues
    97,880       95,953  
Under recovered regulatory clause revenues
    118,889       16,697  
Other accounts and notes receivable
    53,210       53,547  
Affiliated companies
    60,576       48,876  
Accumulated provision for uncollectible accounts
    (5,702 )     (4,756 )
Fossil fuel stock, at average cost
    68,800       86,993  
Vacation pay
    35,530       35,530  
Materials and supplies, at average cost
    220,751       211,690  
Prepaid expenses
    52,942       44,608  
Other
    30,452       19,454  
 
   
 
     
 
 
Total current assets
    1,063,801       875,209  
 
   
 
     
 
 
Property, Plant, and Equipment:
               
In service
    14,486,018       14,224,117  
Less accumulated provision for depreciation
    5,038,305       4,905,920  
 
   
 
     
 
 
 
    9,447,713       9,318,197  
Nuclear fuel, at amortized cost
    95,859       93,611  
Construction work in progress
    447,534       321,316  
 
   
 
     
 
 
Total property, plant, and equipment
    9,991,106       9,733,124  
 
   
 
     
 
 
Other Property and Investments:
               
Equity investments in unconsolidated subsidiaries
    45,301       47,811  
Nuclear decommissioning trusts, at fair value
    408,053       384,574  
Other
    25,861       16,992  
 
   
 
     
 
 
Total other property and investments
    479,215       449,377  
 
   
 
     
 
 
Deferred Charges and Other Assets:
               
Deferred charges related to income taxes
    318,343       321,077  
Prepaid pension costs
    478,459       446,256  
Unamortized debt issuance expense
    27,919       23,457  
Unamortized loss on reacquired debt
    111,461       110,946  
Other regulatory assets
    54,805       13,092  
Other
    132,836       98,086  
 
   
 
     
 
 
Total deferred charges and other assets
    1,123,823       1,012,914  
 
   
 
     
 
 
Total Assets
  $ 12,657,945     $ 12,070,624  
 
   
 
     
 
 

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 September 30,   At December 31,
Liabilities and Stockholder's Equity
  2004
  2003
    (in thousands)
Current Liabilities:
               
Securities due within one year
  $ 15     $ 526,019  
Notes payable
    130,791        
Accounts payable —
               
Affiliated
    132,705       141,940  
Other
    159,535       162,314  
Customer deposits
    48,987       47,507  
Accrued taxes —
               
Income taxes
    185,048       83,544  
Other
    89,185       22,273  
Accrued interest
    57,170       46,489  
Accrued vacation pay
    35,530       35,530  
Accrued compensation
    59,435       75,620  
Other
    42,201       34,514  
 
   
 
     
 
 
Total current liabilities
    940,602       1,175,750  
 
   
 
     
 
 
Long-term Debt
    3,780,060       3,377,148  
 
   
 
     
 
 
Long-term Debt Payable to Affiliated Trusts
    309,279        
 
   
 
     
 
 
Mandatorily Redeemable Preferred Securities
          300,000  
 
   
 
     
 
 
Deferred Credits and Other Liabilities:
               
Accumulated deferred income taxes
    1,709,444       1,571,076  
Deferred credits related to income taxes
    151,330       162,168  
Accumulated deferred investment tax credits
    208,091       216,309  
Employee benefit obligations
    198,721       174,036  
Deferred capacity revenues
    28,281       36,567  
Asset retirement obligations
    377,111       358,759  
Asset retirement obligation regulatory liability
    135,380       127,346  
Other cost of removal obligations
    594,923       574,445  
Miscellaneous regulatory liabilities
    95,012       86,323  
Other
    29,768       37,525  
 
   
 
     
 
 
Total deferred credits and other liabilities
    3,528,061       3,344,554  
 
   
 
     
 
 
Total Liabilities
    8,558,002       8,197,452  
 
   
 
     
 
 
Cumulative Preferred Stock
    472,512       372,512  
 
   
 
     
 
 
Common Stockholder’s Equity:
               
Common stock, par value $40 per share —
               
Authorized — 15,000,000 shares
               
Outstanding — September 30, 2004: 8,250,000 Shares
               
— December 31, 2003: 7,250,000 Shares
    330,000       290,000  
Paid-in capital
    1,932,133       1,926,970  
Premium on preferred stock
    99       99  
Retained earnings
    1,378,374       1,291,558  
Accumulated other comprehensive loss
    (13,175 )     (7,967 )
 
   
 
     
 
 
Total common stockholder’s equity
    3,627,431       3,500,660  
 
   
 
     
 
 
Total Liabilities and Stockholder’s Equity
  $ 12,657,945     $ 12,070,624  
 
   
 
     
 
 

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
RESULTS OF OPERATIONS AND FINANCIAL CONDITION

THIRD QUARTER 2004 vs. THIRD QUARTER 2003
AND
YEAR-TO-DATE 2004 vs. YEAR-TO-DATE 2003

RESULTS OF OPERATIONS

Earnings

Alabama Power’s net income after dividends on preferred stock for the third quarter and year-to-date 2004 was $219.7 million and $414.8 million, respectively, compared to $216.5 million and $415.0 million, respectively, for the corresponding periods of 2003. Earnings in the third quarter of 2004 increased by $3.2 million, or 1.5%, primarily due to an increase in industrial base-rate revenues and other revenues, lower maintenance expenses and decreased interest expense, partially offset by an increase in income and other taxes. Earnings year-to-date 2004 remained relatively flat compared to year-to-date 2003 principally due to an increase in base rate revenues and a decrease in interest expense. These increases to income were partially offset by higher maintenance expense, depreciation expense and income and other taxes.

     Significant income statement items appropriate for discussion include the following:

                                 
    Increase (Decrease)
    Third Quarter
  Year-To-Date
    (in thousands)     %     (in thousands)     %  
Retail sales
  $ 28,156       3.0     $ 200,202       8.4  
Other revenues
    4,013       12.2       10,263       10.2  
Fuel expense
    1,664       0.5       70,218       8.7  
Purchased power — non-affiliates
    32,125       95.3       69,969       77.7  
Purchased power — affiliates
    (8,931 )     (14.8 )     17,292       11.2  
Maintenance expense
    (7,836 )     (11.5 )     7,048       3.1  
Depreciation and amortization expense
    3,334       3.2       10,117       3.3  
Taxes other than income taxes
    5,112       9.5       12,320       7.2  
Interest expense, net of amounts capitalized
    (3,683 )     (7.4 )     (14,751 )     (9.0 )
Income taxes
    3,563       2.6       18,567       7.4  
Dividends on preferred stock
    1,324       27.9       4,004       29.6  

     Retail sales. Excluding energy cost recovery revenues and revenues associated with PPAs certificated by the Alabama PSC, which generally do not affect net income, retail sales revenues increased by $1.7 million, or 0.2%, for the third quarter 2004 and $48.7 million, or 2.8%, year-to-date 2004 when compared to the corresponding periods in 2003. See Note 3 to the financial statements of Alabama Power under “Retail Rate Adjustment Procedures” in Item 8 of the Form 10-K for additional information. Kilowatt-hour energy sales to commercial and industrial customers increased 0.3% and 5.8%, respectively, for the third quarter 2004 and increased 2.3% and 5.8%, respectively, year-to-date 2004 when compared to the corresponding periods of 2003 primarily due to improved industrial sales mainly in the primary metal, chemical and paper sectors. Kilowatt-hour energy sales to residential customers decreased 3.5% for the third quarter 2004 primarily due to Hurricane Ivan which struck Alabama in September 2004; however, retail sales revenues lost as a result of power outages from Hurricane Ivan did not have a material impact on Alabama Power’s net income for the third quarter 2004. For additional information, see “Future Earnings Potential — FERC and Alabama PSC Matters — Storm Damage Cost Recovery” herein. For the year, residential kilowatt-hour energy sales have increased 2.0% when compared to the same period in 2003 due to customer growth and a slight increase in average consumption.

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     Other revenues. The increase in other revenues for the third quarter 2004 is primarily attributed to a $2.1 million increase in transmission revenues and a $1.0 million increase in revenues from cogeneration steam facilities due to increased fuel revenue resulting from higher gas prices when compared to the same period in 2003. The increase for the year-to-date 2004 is mainly due to a $5.7 million increase in transmission revenues, a $3.1 million increase in revenues from cogeneration steam facilities and a $1.3 million increase in rent from pole attachments when compared to the same period in 2003. Since cogeneration steam fuel revenues are generally offset by fuel expense, these revenues do not have a significant impact on earnings.

     Fuel expense. Fuel expense was higher in the third quarter 2004 when compared to the corresponding period in 2003 mainly due to a 45.3% increase in natural gas prices even though generation from natural gas-fired generating facilities decreased by 32.1%. The year-to-date 2004 increase in fuel expense when compared to the same period in 2003 is mainly due to a 27.6% increase in natural gas prices and a 3.1% increase in generation from gas-fired generating facilities. The increase in generation from gas-fired facilities for year-to-date 2004 when compared to the corresponding period in 2003 is mainly due to an increased energy demand coupled with a 43.5% decrease in generation from Alabama Power’s hydroelectric facilities. Since energy expenses are generally offset by energy revenues, these expenses do not have a significant impact on earnings. See “Future Earnings Potential — FERC and Alabama PSC Matters — Retail Fuel Cost Recovery” herein for additional information.

     Purchased power — non-affiliates. 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 third quarter 2004, purchased power from non-affiliates increased when compared to the same period in 2003 primarily due to a 101.1% increase in energy purchased even though purchased power prices decreased by 2.9% during the same time period. The increase in purchased power expense was also due to increased capacity payments of $11.3 million associated with a PPA between Alabama Power and a third party. See Note 7 to the financial statements in Item 8 of the Form 10-K for additional information. Year-to-date 2004 purchased power-non-affiliates increased $70 million when compared to the same period in 2003 mainly due to a 96.7% increase in energy purchased even though purchased power prices decreased by 9.7% during 2004. The increase in purchased power expense year-to-date 2004 is also due to a $16.9 million increase in capacity payments associated with a PPA between Alabama Power and a third party. Increased purchases were used to help meet the increased energy demand for retail sales since energy was available at prices lower than self-generation. 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 — affiliates. Purchased power from affiliates will vary depending on demand and the availability and cost of generating resources at each system company. Purchased power from affiliates decreased in the third quarter 2004 over the same period in 2003 due to a 12.2% reduction in energy purchased and a 4.4% decrease in purchased power prices. The year-to-date 2004 purchased power from affiliates increased when compared to year-to-date 2003, mainly due to a 40.0% increase in purchased power prices as energy purchased decreased by 20.3%. A component of the increase in purchased power expense in 2004 is due to a PPA between Alabama Power and Southern Power that began in June 2003, thus resulting in an increase in the year-to-date 2004 capacity component of $14.7 million. Due to the fact that the contract began in June 2003, year-to-date 2004 energy purchased associated with the PPA increased 51.1 % while the purchased power price associated with the contract decreased 5.0%. See Note 1 to the financial statements of Alabama Power under “Affiliate Transactions” in Item 8 of the Form 10-K for additional information on this PPA. 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.

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RESULTS OF OPERATIONS AND FINANCIAL CONDITION

     Maintenance expense. The decrease in maintenance expense for the third quarter 2004 when compared to the same period in 2003 is primarily attributed to a $4.7 million decrease in distribution expense and a $3.1 million decrease in transmission expense. These decreases in distribution and transmission expenses for the third quarter 2004 are mainly related to a reduction in scheduled overhead line maintenance due to storm restoration efforts following Hurricane Ivan in September 2004. For additional information, see “Future Earnings Potential — FERC and Alabama PSC Matters — Storm Damage Cost Recovery” herein. The year-to-date 2004 increase in maintenance expense is primarily attributable to a $1.9 million increase in distribution expense for overhead line maintenance, a $1.9 million increase in steam expense for supervision and engineering expense and a $1.8 million increase in other power generation expense for caustic water damage repairs at the Washington County combined cycle facility.

     Depreciation and amortization expense. The increases in depreciation and amortization expense for the third quarter and year-to-date 2004 are attributed to an increase in utility plant in service when compared to the same periods in 2003. See Note 7 to the financial statements of Alabama Power under “Construction Program” in Item 8 of the Form 10-K for additional information.

     Taxes other than income taxes. The third quarter 2004 increase in taxes other than income taxes is mainly due to a $2.8 million increase in payroll taxes and a $1.3 million increase in property tax expense as a result of higher assessed property values when compared to the corresponding period in 2003. The year-to-date 2004 increase in taxes other than income taxes when compared to the same period in 2003 is primarily due to a $5.5 million increase in payroll taxes, a $4.0 million increase in property tax expense and a $2.6 million increase in the state public utility license tax because of increased retail revenues.

     Interest expense, net of amounts capitalized. The decreases in interest expense, net of amounts capitalized during the third quarter and year-to-date 2004 when compared to the same periods in 2003 are the result of refinancing higher cost debt. For additional information, see FINANCIAL CONDITION AND LIQUIDITY — “Financing Activities” herein.

     Income taxes. Income tax expense increased for the third quarter and year-to-date of 2004 compared to the same periods in 2003 due primarily to an increase in taxable income, resulting in an additional $3.6 million and $9.0 million tax expense, respectively. Income tax expense increased an additional $9.6 million year-to-date 2004 as a result of various income tax actualization adjustments.

     Dividends on preferred stock. Dividends on preferred stock increased for the third quarter and year-to-date 2004 due to the issuance of 4,000,000 shares ($100 million aggregate stated capital) of 5.30% Class A Preferred Stock, Cumulative, Par Value $1 Per Share (Stated Capital $25 Per Share) in February 2004.

Future Earnings Potential

The results of operations discussed above are not necessarily indicative of future earnings potential. The level of future earnings depends on numerous factors including Alabama Power’s 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 stricter environmental standards. Growth in energy sales 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 BUSINESS — The SOUTHERN System — “Risk Factors” in Item 1 and MANAGEMENT’S DISCUSSION AND ANALYSIS — RESULTS OF OPERATIONS — “Future Earnings Potential” of Alabama Power in Item 7 of the Form 10-K.

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RESULTS OF OPERATIONS AND FINANCIAL CONDITION

Environmental Matters

New Source Review Actions

Compliance costs related to the Clean Air Act and other environmental regulations could affect earnings if such costs cannot be recovered. For additional information about these issues, including information on certain environmental litigation, see MANAGEMENT’S DISCUSSION AND ANALYSIS — RESULTS OF OPERATIONS — “Future Earnings Potential — Environmental Matters” of Alabama Power in Item 7 and Note 3 to the financial statements of Alabama Power under “New Source Review Actions” in Item 8 of the Form 10-K. As of March 15, 2004, civil penalties under the Clean Air Act were increased prospectively to a maximum of $32,500 per day, per violation. To the extent alleged violations under the New Source Review litigation are deemed to be continuing, this increased civil penalty amount could apply to such violations found to continue after that date.

     On May 3, 2004, the U.S. Supreme Court denied the EPA’s petition to review the Eleventh Circuit Court of Appeals’ decision in the EPA’s similar New Source Review enforcement action against the TVA. The case against Alabama Power had been effectively stayed pending this final resolution of the TVA case. On June 16, 2004, the U.S. District Court for the Northern District of Alabama lifted the stay of the New Source Review litigation against Alabama Power, placing the case back onto the District Court’s active docket. An adverse outcome in this case could require substantial capital expenditures and could possibly require payment of substantial penalties that cannot be determined at this time. This could affect future results of operations, cash flows and possibly financial condition if such costs are not recovered through regulated rates.

Global Warming Litigation

On July 21, 2004, attorneys general from eight states, each outside of Southern Company’s service territory, and the corporation counsel for New York City filed a complaint in the U.S. District Court for the Southern District of New York against Southern Company and four other electric power companies. A nearly identical complaint was filed by three environmental groups in the same court. The complaints allege that the companies’ emissions of carbon dioxide, a greenhouse gas, contribute to global warming, which the plaintiffs assert is a public nuisance. Plaintiffs seek relief under the federal common law or, in the alternative, under state law, of public nuisance. The environmental groups also seek relief under common law private nuisance theories. The plaintiffs seek a judicial order (1) holding each defendant jointly and severally liable for creating, contributing to, and/or maintaining an ongoing public nuisance, global warming and (2) permanently enjoining each of the defendants to abate its contribution to the nuisance by capping its emissions of carbon dioxide and then reducing those emissions by a specified percentage each year for at least a decade. Plaintiffs have not, however, requested that damages be awarded in connection with their claims. Southern Company believes these claims are without merit and notes that the complaint cites no statutory or regulatory basis for the claims. Southern Company and the other defendants have filed motions to dismiss both lawsuits. Southern Company intends to vigorously defend against these claims. While the outcome of this matter cannot be determined at this time, an adverse judgment could result in substantial capital expenditures.

Other Environmental Matters

On March 12, 2004, the EPA redesignated the Birmingham, Alabama area from nonattainment to attainment under the one-hour ozone national ambient air quality standard. On April 30, 2004, the EPA published its eight-hour ozone nonattainment designations and a portion of the rules implementing the new eight-hour standard. Within Alabama Power’s service area, Birmingham has been designated as nonattainment under the eight-hour ozone standard. Under the implementation provisions of the new rule, the EPA announced that the one-hour ozone standard will be revoked on June 15, 2005. The impact of the eight-hour designations and the

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RESULTS OF OPERATIONS AND FINANCIAL CONDITION

new standards will depend on the development and implementation of applicable state regulations and therefore cannot be determined at this time.

     On May 5, 2004, the EPA published proposed amendments to its Regional Haze rules with respect to Best Available Retrofit Technology guidelines and requirements. The impact of these regulations will depend on the development and implementation of the final rules and implementation by the states and therefore cannot be determined at this time.

     In June 2004, the EPA issued its recommendations for areas to be designated “nonattainment” for the fine particle national ambient air quality standard. Areas within the Alabama Power’s service area that were included in the EPA’s proposed fine particulate matter designations include counties surrounding Birmingham, Alabama. Alabama Power owns several plants located within the counties proposed for the nonattainment designation. The EPA plans to make final nonattainment designations for fine particulate matter by the end of 2004.

     For additional information concerning recoverable environmental costs, see “Future Earnings Potential — FERC and Alabama PSC Matters — Environmental Rate Filing” herein.

FERC and Alabama PSC Matters

Market-Based Rate Authority

See MANAGEMENT’S DISCUSSION AND ANALYSIS — RESULTS OF OPERATIONS — “Future Earnings Potential — FERC Matters — Market-Based Rate Authority” of Alabama Power in Item 7 of the Form 10-K and Note 3 to the financial statements of Alabama Power under “FERC Matters” in Item 8 of the Form 10-K. On April 14, 2004, the FERC issued an order that abandoned the SMA test and adopted a new interim analysis for measuring generation market power. This new interim approach requires utilities to submit a pivotal supplier analysis and a wholesale market share analysis, the results of which provide a rebuttable presumption regarding generation market power. The FERC’s order also sets forth procedures for rebutting these presumptions and addresses mitigation measures for those entities that are found to have market power. In the absence of specific mitigation measures, the order includes several cost-based mitigation measures that would apply by default. The FERC also initiated a new rulemaking proceeding that, among other things, will adopt a final methodology for assessing generation market power.

     On July 8, 2004, the FERC denied Southern Company’s request for rehearing, along with a number of others, and reaffirmed the interim tests that it adopted in April. Southern Company submitted the required analyses on August 9, 2004. In that filing, Southern Company passed the pivotal supplier analysis for all markets and the wholesale market share analysis for all markets except the Southern Company control area. Southern Company also submitted other analyses to demonstrate that it lacks generation market power. This filing remains pending at the FERC. Southern Company, along with other utilities, has also filed an appeal of the FERC’s April 14, 2004 order with the Circuit Court of Appeals in Washington, D.C. 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, 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.

Transmission

See MANAGEMENT’S DISCUSSION AND ANALYSIS — RESULTS OF OPERATIONS — “Future Earnings Potential — FERC Matters — Transmission” of Alabama Power in Item 7 of the Form 10-K for information on

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the FERC’s order related to RTOs and the FERC’s notice of proposed rulemaking regarding open access transmission service and standard electricity market design.

Environmental Rate Filing

On August 2, 2004, Alabama Power made a filing with the Alabama PSC to establish a specific rate mechanism for the recovery of retail costs associated with environmental laws, regulations or other such mandates. On October 5, 2004, the Alabama PSC voted to approve the rate mechanism as filed. The rate mechanism will begin operation in January 2005 and provide for the recovery of these costs pursuant to a factor that will be calculated annually. Environmental costs to be recovered will include (1) applicable operation and maintenance expenses, (2) depreciation and a return on invested capital beginning with 2005 investments and (3) a true up of prior period over/under recovery amounts. It is anticipated that for the first two years of the increase, retail rates will increase by approximately 1% ($33 million) in 2005 and approximately an additional 1% ($30 million) in 2006. In conjunction with the Alabama PSC’s approval, Alabama Power agreed to a moratorium until March 2007 on any retail rate increase under the previously approved Rate Stabilization and Equalization Plan. Any increase in March 2007 would be based upon the earned return on retail common equity at December 31, 2006. See Note 3 to the financial statements of Alabama Power under “Retail Rate Adjustment Procedures” in Item 8 of Form 10-K for further information on the Rate Stabilization and Equalization Plan.

Retail Fuel Cost Recovery

In March 2002, the Alabama PSC issued a consent order establishing the current customer fuel rates, which Alabama Power began collecting in April 2002. In recent months, Alabama Power has experienced higher than expected fuel costs for coal and gas. Those higher fuel costs have increased the under recovered fuel costs included in the Condensed Balance Sheets herein. Alabama Power will continue to monitor the under recovered fuel cost balance in light of these higher fuel costs to determine if an adjustment to billing rates should be requested from the Alabama PSC. See MANAGEMENT’S DISCUSSION AND ANALYSIS - RESULTS OF OPERATIONS — “Revenues” of Alabama Power in Item 7 of and Note 3 to the financial statements of Alabama Power under “Retail Rate Adjustment Procedures” in Item 8 of the Form 10-K for additional information.

Storm Damage Cost Recovery

On September 15 and 16, 2004, Hurricane Ivan hit the Gulf Coast of Alabama and Florida and continued north through the state of Alabama, causing substantial damage in the service territory of Alabama Power. Approximately 826,000 of Alabama Power’s 1,370,000 customer accounts were without electrical service immediately after the hurricane. See Note 1 to the financial statements of Alabama Power under “Natural Disaster Reserve” in Item 8 of the Form 10-K for information on how Alabama Power maintains a reserve to cover uninsured expenses resulting from storms. At September 30, 2004, total operation and maintenance expenses associated with repairing the damage to its facilities and restoring service to its customers are preliminarily estimated to be $52 million. The balance in the natural disaster reserve was not sufficient to cover these costs. On October 19, 2004, Alabama Power received approval from the Alabama PSC to record its hurricane related operation and maintenance expenses in the natural disaster reserve, thereby deferring the approximately $41 million negative balance for recovery in future periods in a manner which will minimize the impact on customers. See MANAGEMENT’S DISCUSSION AND ANALYSIS — ACCOUNTING POLICIES — “Application of Critical Accounting Policies and Estimates” and Note (M) to the Condensed Financial Statements herein for further information concerning the Alabama PSC’s approval of deferring the costs of the storm. In the event another natural disaster occurs while Alabama Power’s Natural Disaster Reserve balance remains negative, management will seek approval from the Alabama PSC to defer and recover these costs over

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time. Failure to receive such approval of such an accounting treatment could affect the results of operations of Alabama Power.

Other Matters

See MANAGEMENT’S DISCUSSION AND ANALYSIS — RESULTS OF OPERATIONS — “Future Earnings Potential — Other Matters” of Alabama Power in Item 7 of the Form 10-K for information on nuclear security measures. Alabama Power has implemented plans for the measures ordered by the NRC to be in effect on October 29, 2004 and is in compliance with the requirements. Alabama Power currently estimates its expenditures related to these security measures to total $9.7 million, of which $9.3 million will be capitalized. These estimates are subject to change in the event additional NRC guidance is provided.

     On October 22, 2004, President Bush signed the American Jobs Creation Act of 2004 (the Jobs Act) into law. The Jobs Act represents the most significant revision to the Internal Revenue Code since 1986. Congress must still develop the regulations that will set implement the requirements of the Jobs Act. Alabama Power is currently assessing the impact of the Jobs Act on its taxable income. However, Alabama Power currently does not expect the Jobs Act to have a material impact on its financial statements.

     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, 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 litigation against Alabama Power cannot be predicted at this time; however, management does not anticipate that the liabilities, if any, arising from such current proceedings would have a material adverse effect on Alabama Power’s financial statements.

     See the Notes to the Condensed Financial Statements herein for discussion of various contingencies and other matters 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 ANALYSIS — ACCOUNTING 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 and Contingent Obligations.

     In addition, see “Future Earnings Potential — FERC and Alabama PSC Matters — Storm Damage Cost Recovery” and Note (M) to the Condensed Financial Statements herein for information on the Alabama PSC’s approval of the deferral of approximately $41 million of costs in excess of Alabama Power’s existing natural disaster reserve associated with Hurricane Ivan storm restoration. Alabama Power currently has Alabama PSC approval to accrue for a Natural Disaster Reserve. Alabama Power will consider alternatives that minimize the impact on customers and will develop a plan to recover these costs, subject to Alabama PSC approval.

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ALABAMA POWER COMPANY
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION

New Accounting Standards

On March 31, 2004, Alabama Power prospectively adopted FASB Interpretation No. 46R, “Consolidation of Variable Interest Entities,” which requires the primary beneficiary of a variable interest entity to consolidate the related assets and liabilities. The adoption of FASB Interpretation No. 46R had no impact on Alabama Power’s net income. However, as a result of the adoption, Alabama Power deconsolidated certain wholly-owned trusts established to issue preferred securities since Alabama Power does not meet the definition of primary beneficiary established by FASB Interpretation No. 46R. See Note (D) to the Condensed Financial Statements herein for additional information related to the adoption of FASB Interpretation No. 46R.

     In the third quarter 2004, Alabama Power prospectively adopted FASB Staff Position (FSP) 106-2, “Accounting and Disclosure Requirements related to the Medicare Prescription Drug, Improvement, and Modernization Act of 2003 (the Medicare Act).” The Medicare Act provides a 28% prescription drug subsidy for Medicare eligible retirees. FSP 106-2 requires recognition of the impacts of the Medicare Act in the accumulated post-retirement benefit obligation (APBO) and future cost of service for post-retirement medical plans and may be applied retroactively to the enactment of the Medicare Act in December 2003 or prospectively effective for the third quarter 2004. Alabama Power elected to apply this treatment prospectively. The effect of the subsidy reduced Alabama Power’s expenses for the three months ended September 30, 2004 by approximately $1.6 million and is expected to have a similar impact on future expenses. The subsidy’s impact on the post-retirement medical plan APBO was a reduction of approximately $60 million. However, the ultimate impact on future periods is subject to federal regulations governing the subsidy created in the Medicare Act being finalized. See Note (G) to the Condensed Financial Statements herein for additional information.

FINANCIAL CONDITION AND LIQUIDITY

Overview

Major changes in Alabama Power’s financial condition during the first nine months of 2004 included the addition of approximately $534 million to utility plant. The funds for these additions and other capital requirements were derived primarily from operating activities and net proceeds from security issuances. See Alabama 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 Alabama Power in Item 7 of the Form 10-K for a description of Alabama Power’s capital requirements for its construction program, lease obligations, purchase commitments and trust funding requirements. The capital required by September 30, 2005 for maturities of long-term debt is not a material amount.

     In October 2004, Alabama Power approved a new capital budget for 2005 and 2006. The construction program of Alabama Power is $902 million for 2005 and $921 million for 2006. Over the next two years, Alabama Power estimates spending $563 million on environmental related additions, $170 million on Plant Farley, $511 million on distribution facilities and $249 million on transmission additions. See Note 7 to the financial statements of Alabama Power under “Construction Program” in Item 8 of the Form 10-K for additional details.

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ALABAMA POWER COMPANY
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION

Sources of Capital

In addition to the financing activities described below, Alabama Power plans to obtain the funds required for construction and other purposes from sources similar to those used in the past. The amount, type and timing of any financings — if needed — will depend upon maintenance of adequate earnings, regulatory approval, prevailing market conditions and other factors. See BUSINESS — “Financing Programs” in Item 1 of the Form 10-K for additional information.

     To meet short-term cash needs and contingencies, at September 30, 2004 Alabama Power had $28 million of cash and cash equivalents, unused committed lines of credit of approximately $868 million (including $504 million of such lines which are dedicated to funding purchase obligations relating to variable rate pollution control bonds) and an extendible commercial note program. These lines of credit will expire at various times during 2004 ($50 million), 2005 ($593 million) and 2007 ($225 million). Of the facilities maturing in 2004 and 2005, $225 million contain provisions allowing two-year term loans executable at the expiration date and $245 million contain provisions allowing one-year term loans executable at the expiration date. Alabama Power expects to renew its credit facilities, as needed, prior to expiration. 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 billion of short-term borrowings. At September 30, 2004, Alabama Power had $131 million of commercial paper 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.

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. There are certain contracts that could require collateral — but not accelerated payment — in the event of a credit rating change to below investment grade. These contracts are primarily for physical electricity purchases and sales and fixed price physical gas purchases. At September 30, 2004, the maximum potential collateral requirements were approximately $27 million. Generally, collateral may be provided for by a Southern Company guaranty, letter of credit or cash.

     Alabama Power 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. These agreements are primarily for natural gas price and interest rate risk management activities. At September 30, 2004, Alabama Power’s maximum potential exposure under these contracts was $9 million.

Market Price Risk

Alabama Power’s market risk exposures relative to interest rate changes have not changed materially compared with the December 31, 2003 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 and, to a lesser extent, similar contracts for gas purchases. Alabama Power has also implemented a retail fuel hedging program at the instruction of the Alabama PSC.

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ALABAMA POWER COMPANY
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION

The fair value of derivative energy contracts at September 30, 2004 was as follows:

                 
    Third Quarter    
    2004   Year-to-Date
    Changes
  Changes
    Fair Value
    (in thousands)
Contracts beginning of period
  $ 11,547     $ 6,413  
Contracts realized or settled
    (8,578 )     (20,361 )
New contracts at inception
           
Changes in valuation techniques
           
Current period changes (a)
    19,219       36,136  
 
   
 
     
 
 
Contracts at September 30, 2004
  $ 22,188     $ 22,188  
 
   
 
     
 
 


(a)   Current period changes also include the changes in fair value of new contracts entered into during the period.
                         
    Source of September 30, 2004
    Valuation Prices
    Total   Maturity
    Fair Value
  Year 1
  1-3 Years
    (in thousands)
Actively quoted
  $ 22,562     $ 21,659     $ 903  
External sources
    (374 )     (374 )      
Models and other methods
                 
 
   
 
     
 
     
 
 
Contracts at September 30, 2004
  $ 22,188     $ 21,285     $ 903  
 
   
 
     
 
     
 
 

     For additional information, see MANAGEMENT’S DISCUSSION AND ANALYSIS - FINANCIAL CONDITION AND LIQUIDITY — “Market Price Risk” of Alabama Power in Item 7 of the Form 10-K 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 the first quarter 2004, Alabama Power issued 4,000,000 shares ($100 million aggregate stated capital) of 5.30% Class A Preferred Stock, Cumulative, Par Value $1 Per Share (Stated Capital $25 Per Share) and $200 million of Series Z 5.125% Senior Notes due February 15, 2019. The proceeds from these sales were used to repay a portion of Alabama Power’s outstanding short-term indebtedness and for other general corporate purposes, including Alabama Power’s continuous construction program.

     Also in the first quarter 2004, Alabama Power issued 500,000 shares of common stock to Southern Company at $40.00 a share ($20 million aggregate purchase price). The proceeds from the sale were used by Alabama Power for general corporate purposes.

     In the second quarter 2004, Alabama Power issued $150 million of Series AA 5 5/8% Senior Notes due April 15, 2034 and terminated $150 million of swaps at a gain of $6 million. The proceeds from the sale were used together with other funds to redeem, in May 2004, $200 million in aggregate principal amount of the Series J 6.75% Senior Notes due June 30, 2039. The gain from the terminated swaps was deferred in Other Comprehensive Income and will be amortized to income over the life of the Series AA Senior Notes.

     In August 2004, Alabama Power issued $250 million of Series BB Floating Rate Senior Notes due August 25, 2009 and terminated a $250 million interest rate swap at a loss of $0.1 million. The loss from the terminated swap was deferred into Other Comprehensive Income and will be amortized to income over a five year period.

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ALABAMA POWER COMPANY
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION

The proceeds from the sale were used to repay a portion of Alabama Power’s outstanding short-term indebtedness and for other general corporate purposes, including Alabama Power’s continuous construction program.

     Additionally, in August 2004, Alabama Power issued 500,000 shares of common stock to Southern Company at $40.00 a share ($20 million aggregate purchase price). The proceeds from the sale were used by Alabama Power for general corporate purposes.

     In August 2004, $250 million in aggregate principal amount of Series K 7.125% Senior Notes matured and also in September 2004, $275 million in aggregate principal amount of Series N 4.875% Senior Notes matured. Short-term borrowing, temporary cash investments and cash provided from operating activities were utilized to repay the maturing debt.

     In addition to any financings that may be necessary to meet Alabama Power’s capital requirements and contractual obligations, Alabama Power plans to continue, when economically feasible, a program to retire higher-cost debt and replace these obligations with lower-cost capital if market conditions permit.

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GEORGIA POWER COMPANY

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GEORGIA POWER COMPANY

CONDENSED STATEMENTS OF INCOME (UNAUDITED)
                                 
    For the Three Months   For the Nine Months
    Ended September 30,
  Ended September 30,
    2004
  2003
  2004
  2003
    (in thousands)   (in thousands)
Operating Revenues:
                               
Retail sales
  $ 1,450,148     $ 1,353,851     $ 3,687,163     $ 3,361,162  
Sales for resale —
                               
Non-affiliates
    58,789       59,783       185,842       193,221  
Affiliates
    25,778       31,805       128,870       125,656  
Other revenues
    46,773       41,443       132,164       123,374  
 
   
 
     
 
     
 
     
 
 
Total operating revenues
    1,581,488       1,486,882       4,134,039       3,803,413  
 
   
 
     
 
     
 
     
 
 
Operating Expenses:
                               
Fuel
    362,347       335,058       971,781       848,989  
Purchased power —
                               
Non-affiliates
    90,591       72,439       250,672       206,527  
Affiliates
    188,568       156,292       463,029       391,740  
Other operations
    216,782       195,010       635,974       580,487  
Maintenance
    106,761       88,774       339,904       307,346  
Depreciation and amortization
    69,588       89,033       205,867       260,778  
Taxes other than income taxes
    60,381       60,095       173,301       162,560  
 
   
 
     
 
     
 
     
 
 
Total operating expenses
    1,095,018       996,701       3,040,528       2,758,427  
 
   
 
     
 
     
 
     
 
 
Operating Income
    486,470       490,181       1,093,511       1,044,986  
Other Income and (Expense):
                               
Allowance for equity funds used during construction
    8,845       2,509       16,892       6,311  
Interest income
    1,631       128       5,751       15,213  
Interest expense, net of amounts capitalized
    (43,724 )     (44,182 )     (137,667 )     (136,470 )
Interest expense to affiliate trusts
    (14,878 )           (29,688 )      
Distributions on mandatorily redeemable preferred securities
          (14,918 )     (15,839 )     (44,756 )
Other income (expense), net
    8,524       (21,995 )     (1,484 )     (9,730 )
 
   
 
     
 
     
 
     
 
 
Total other income and (expense)
    (39,602 )     (78,458 )     (162,035 )     (169,432 )
 
   
 
     
 
     
 
     
 
 
Earnings Before Income Taxes
    446,868       411,723       931,476       875,554  
Income taxes
    159,334       146,625       344,051       318,324  
 
   
 
     
 
     
 
     
 
 
Net Income
    287,534       265,098       587,425       557,230  
Dividends on Preferred Stock
    168       168       503       503  
 
   
 
     
 
     
 
     
 
 
Net Income After Dividends on Preferred Stock
  $ 287,366     $ 264,930     $ 586,922     $ 556,727  
 
   
 
     
 
     
 
     
 
 

CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)

                                 
    For the Three Months   For the Nine Months
    Ended September 30,
  Ended September 30,
    2004
  2003
  2004
  2003
    (in thousands)   (in thousands)
Net Income After Dividends on Preferred Stock
  $ 287,366     $ 264,930     $ 586,922     $ 556,727  
Other comprehensive loss:
                               
Changes in fair value of qualifying hedges, net of tax of $(7,780), $(1,941), $(4,070) and $(3,287), respectively
    (13,980 )     (3,078 )     (8,098 )     (5,625 )
Less: Reclassification adjustment for amounts included in net income, net of tax of $412, $444, $1,649 and $523, respectively
    654       1,005       2,615       1,132  
 
   
 
     
 
     
 
     
 
 
COMPREHENSIVE INCOME
  $ 274,040     $ 262,857     $ 581,439     $ 552,234  
 
   
 
     
 
     
 
     
 
 

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 Nine Months
    Ended September 30,
    2004
  2003
    (in thousands)
Operating Activities:
               
Net income
  $ 587,425     $ 557,230  
Adjustments to reconcile net income to net cash provided from operating activities —
               
Depreciation and amortization
    269,916       315,495  
Deferred income taxes and investment tax credits, net
    199,113       151,737  
Deferred capacity expenses — affiliates
    (30,549 )     (17,711 )
Allowance for equity funds used during construction
    (16,892 )     (6,311 )
Pension, postretirement, and other employee benefits
    (675 )     (28,270 )
Tax benefit of stock options
    7,203       9,590  
Hedge settlements
    (12,394 )     (11,250 )
Other, net
    (23,788 )     25,685  
Changes in certain current assets and liabilities —
               
Receivables, net
    (231,421 )     (50,082 )
Fossil fuel stock
    3,018       (15,799 )
Materials and supplies
    (5,696 )     (10,559 )
Other current assets
    19,064       25,555  
Accounts payable
    65,072       (43,546 )
Accrued taxes
    48,855       100,903  
Accrued compensation
    (38,448 )     (36,850 )
Other current liabilities
    15,467       8,886  
 
   
 
     
 
 
Net cash provided from operating activities
    855,270       974,703  
 
   
 
     
 
 
Investing Activities:
               
Gross property additions
    (856,037 )     (537,274 )
Cost of removal net of salvage
    (11,182 )     (16,475 )
Change in construction payables, net of joint owner portion
    (36,206 )     (52,841 )
Other
    26,111       22,569  
 
   
 
     
 
 
Net cash used for investing activities
    (877,314 )     (584,021 )
 
   
 
     
 
 
Financing Activities:
               
Decrease in notes payable, net
    (137,277 )     (287,222 )
Proceeds —
               
Senior notes
    600,000       800,000  
Mandatorily redeemable preferred securities
    200,000        
Capital contributions from parent company
    226,400       158  
Redemptions —
               
Senior notes
    (200,000 )     (465,000 )
Mandatorily redeemable preferred securities
    (200,000 )      
Payment of common stock dividends
    (424,125 )     (424,350 )
Other
    (17,607 )     (16,602 )
 
   
 
     
 
 
Net cash provided from (used for) financing activities
    47,391       (393,016 )
 
   
 
     
 
 
Net Change in Cash and Cash Equivalents
    25,347       (2,334 )
Cash and Cash Equivalents at Beginning of Period
    8,699       16,873  
 
   
 
     
 
 
Cash and Cash Equivalents at End of Period
  $ 34,046     $ 14,539  
 
   
 
     
 
 
Supplemental Cash Flow Information:
               
Cash paid during the period for —
               
Interest (net of $5,686 and $3,973 capitalized for 2004 and 2003, respectively)
  $ 177,167     $ 160,344  
Income taxes (net of refunds)
  $ 38,170     $ 58,812  

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 September 30,   At December 31,
Assets
  2004
  2003
    (in thousands)
Current Assets:
               
Cash and cash equivalents
  $ 34,046     $ 8,699  
Receivables —
               
Customer accounts receivable
    376,213       261,771  
Unbilled revenues
    161,824       117,327  
Under recovered regulatory clause revenues
    268,553       151,447  
Other accounts and notes receivable
    81,405       101,783  
Affiliated companies
    32,051       52,413  
Accumulated provision for uncollectible accounts
    (7,825 )     (5,350 )
Fossil fuel stock, at average cost
    134,519       137,537  
Vacation pay
    55,045       50,150  
Materials and supplies, at average cost
    276,737       271,040  
Prepaid expenses
    12,292       46,157  
Other
    25,705       83  
 
   
 
     
 
 
Total current assets
    1,450,565       1,193,057  
 
   
 
     
 
 
Property, Plant, and Equipment:
               
In service
    18,539,848       18,171,862  
Less accumulated provision for depreciation
    7,150,579       6,898,725  
 
   
 
     
 
 
 
    11,389,269       11,273,137  
Nuclear fuel, at amortized cost
    106,723       129,056  
Construction work in progress
    720,314       341,783  
 
   
 
     
 
 
Total property, plant, and equipment
    12,216,306       11,743,976  
 
   
 
     
 
 
Other Property and Investments:
               
Equity investments in unconsolidated subsidiaries
    66,020       38,714  
Nuclear decommissioning trusts, at fair value
    430,994       423,319  
Other
    54,174       37,142  
 
   
 
     
 
 
Total other property and investments
    551,188       499,175  
 
   
 
     
 
 
Deferred Charges and Other Assets:
               
Deferred charges related to income taxes
    505,298       509,887  
Prepaid pension costs
    438,994       405,164  
Unamortized debt issuance expense
    78,935       75,245  
Unamortized loss on reacquired debt
    179,552       177,707  
Other regulatory assets
    79,973       84,901  
Other
    116,388       92,916  
 
   
 
     
 
 
Total deferred charges and other assets
    1,399,140       1,345,820  
 
   
 
     
 
 
Total Assets
  $ 15,617,199     $ 14,782,028  
 
   
 
     
 
 

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 September 30,   At December 31,
Liabilities and Stockholder's Equity
  2004
  2003
    (in thousands)
Current Liabilities:
               
Securities due within one year
  $ 302,449     $ 2,304  
Notes payable
          137,277  
Accounts payable —
               
Affiliated
    185,878       134,884  
Other
    206,201       238,069  
Customer deposits
    112,188       103,756  
Accrued taxes —
               
Income taxes
    272,103       107,532  
Other
    152,003       166,892  
Accrued interest
    75,049       70,844  
Accrued vacation pay
    42,749       38,206  
Accrued compensation
    95,557       134,004  
Other
    89,175       105,234  
 
   
 
     
 
 
Total current liabilities
    1,533,352       1,239,002  
 
   
 
     
 
 
Long-term Debt
    3,860,472       3,762,333  
 
   
 
     
 
 
Long-term Debt Payable to Affiliated Trusts
    969,073        
 
   
 
     
 
 
Mandatorily Redeemable Preferred Securities
          940,000  
 
   
 
     
 
 
Deferred Credits and Other Liabilities:
               
Accumulated deferred income taxes
    2,401,145       2,303,085  
Deferred credits related to income taxes
    175,167       186,625  
Accumulated deferred investment tax credits
    303,140       312,506  
Employee benefit obligations
    316,420       282,833  
Asset retirement obligations
    496,777       475,585  
Other cost of removal obligations
    415,732       412,161  
Miscellaneous regulatory liabilities
    126,655       249,687  
Other
    73,644       63,431  
 
   
 
     
 
 
Total deferred credits and other liabilities
    4,308,680       4,285,913  
 
   
 
     
 
 
Total Liabilities
    10,671,577       10,227,248  
 
   
 
     
 
 
Cumulative Preferred Stock
    14,569       14,569  
 
   
 
     
 
 
Common Stockholder’s Equity:
               
Common stock, without par value—
               
Authorized - 15,000,000 shares
               
Outstanding - 7,761,500 shares
    344,250       344,250  
Paid-in capital
    2,442,101       2,208,498  
Premium on preferred stock
    40       40  
Retained earnings
    2,173,019       2,010,297  
Accumulated other comprehensive loss
    (28,357 )     (22,874 )
 
   
 
     
 
 
Total common stockholder’s equity
    4,931,053       4,540,211  
 
   
 
     
 
 
Total Liabilities and Stockholder’s Equity
  $ 15,617,199     $ 14,782,028  
 
   
 
     
 
 

The accompanying notes as they relate to Georgia Power are an integral part of these condensed financial statements.

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THIRD QUARTER 2004 vs. THIRD QUARTER 2003
AND
YEAR-TO-DATE 2004 vs. YEAR-TO-DATE 2003

RESULTS OF OPERATIONS

Earnings

Georgia Power’s net income after dividends on preferred stock for the third quarter and year-to-date 2004 was $287.4 million and $586.9 million, respectively, compared to $264.9 million and $556.7 million, respectively, for the corresponding periods in 2003. Earnings in the third quarter and year-to-date 2004 increased by $22.5 million, or 8.5%, and $30.2 million, or 5.4%, respectively, primarily due to higher retail base revenues partially offset by higher non-fuel operating expenses.

     Significant income statement items appropriate for discussion include the following:

                                 
    Increase (Decrease)
    Third Quarter
  Year-To-Date
    (in thousands)   %   (in thousands)   %
Retail sales
  $ 96,297       7.1     $ 326,001       9.7  
Sales for resale — affiliates
    (6,027 )     (18.9 )     3,214       2.6  
Fuel expense
    27,289       8.1       122,792       14.5  
Purchased power — non-affiliates
    18,152       25.1       44,145       21.4  
Purchased power — affiliates
    32,276       20.7       71,289       18.2  
Other operations expense
    21,772       11.2       55,487       9.6  
Maintenance expense
    17,987       20.3       32,558       10.6  
Depreciation and amortization
    (19,445 )     (21.8 )     (54,911 )     (21.1 )
Other income and (expense)
    38,856       49.5       7,397       4.4  

     Retail sales. Excluding fuel revenues, which generally do not affect net income, retail sales revenue increased by $34.8 million, or 3.6%, in the third quarter 2004 and $137.6 million, or 5.8%, for year-to-date 2004 compared to the corresponding periods in 2003. During the third quarter 2004, kilowatt-hour energy sales to residential, commercial and industrial customers were up by 0.9%, 1.3% and 1.5%, respectively, when compared to the same period in 2003. Year-to-date 2004 kilowatt-hour energy sales increased by 5.7%, 3.7% and 2.3%, respectively, in the residential, commercial and industrial sectors when compared to the corresponding period in 2003. These increases in kilowatt-hour energy sales in the third quarter and year-to-date 2004 are primarily attributed to a 1.9% growth in the number of customers, more favorable weather and continued improvement in the economy when compared to the same periods in 2003.

     Sales for resale – affiliates. Revenues from sales for resale to affiliated companies within the Southern Company system will vary depending on demand and the availability and cost of generating resources at each company. During the third quarter and year-to-date 2004, energy sales to affiliates decreased 25.6% and 6.8%, respectively, when compared to the corresponding periods in 2003. The increase in year-to-date 2004 revenues for these sales resulted from higher fuel prices. These transactions did not have a significant impact on earnings since this energy is generally sold at marginal cost.

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     Fuel expense. The increases in fuel expense during the third quarter and year-to-date 2004 result from an increase in the average cost of fuel per megawatt-hour of 13% in each period. Year-to-date 2004 fuel expense was also affected by a 0.9% increase in fossil generation to meet retail sales demand. 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 – FERC and Georgia PSC Matters – Retail Fuel Cost Recovery” herein for additional information.

     Purchased power — non-affiliates. Increases in purchased power from non-affiliates in the third quarter and year-to-date 2004 are mainly due to fluctuations in off-system energy purchases and 27% and 13.5% increases in the average cost of fuel per megawatt-hour associated with these purchases, respectively. 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.

     Purchased power — affiliates. During the third quarter and year-to-date 2004, purchased power from affiliates increased to meet the demand for energy. Third quarter and year-to-date 2004 average cost of fuel per megawatt-hour associated with these purchases increased 26% in each period. In addition, year-to-date 2004 purchased power from affiliates increased $71 million when compared to the corresponding period in 2003 primarily due to a PPA between Georgia Power and Southern Power that began in June 2003. The capacity component of these transactions increased $44.5 million year-to-date 2004 over the same period in 2003. The energy component of power purchased from affiliated companies within the Southern Company system will vary depending on demand and the availability and cost of generating resources at each company and will have no significant impact on earnings since energy expenses are generally offset by energy revenues through Georgia Power’s fuel cost recovery clause.

     Other operations expense. The increases in other operations expense in the third quarter and year-to-date 2004 are primarily attributed to increases of $2.0 million and $7.1 million in transmission and distribution, respectively, increases of $4 million and $2.7 million in fossil power generation, respectively, and increases of $12.8 million and $26.2 million in administrative and general expenses related to increased employee benefit expenses, respectively, and $3.8 million in workers compensation expenses for year-to-date 2004.

     Maintenance expense. In the third quarter and year-to-date 2004, maintenance expense was higher primarily due to the timing of scheduled generating plant maintenance of $4.8 million and $9 million, respectively, and scheduled transmission and distribution maintenance of $7.5 million and $16.1 million, respectively, when compared to the corresponding periods in 2003.

     Depreciation and amortization. Depreciation and amortization expenses in the third quarter and year-to-date 2004 were lower compared to the corresponding periods in 2003. These decreases were caused primarily by lower regulatory charges needed to levelize purchased power capacity costs under the terms of the retail rate order effective January 1, 2002. These decreases were offset by increases in affiliated purchased power costs discussed above. See Note 1 to the financial statements of Georgia Power under “Depreciation and Amortization” in Item 8 of the Form 10-K for additional information.

     Other income and (expense). During the third quarter and year-to-date 2004, this net expense decreased primarily as a result of increased income from customer growth, weather and changes in customer consumption related to an electricity pricing program which contributed income of $10 million and $3.6 million, respectively. Also contributing to the decreases in other income and (expense) is increased AFUDC equity of $6 million and $11 million for the third quarter and year-to-date 2004, respectively, associated with Georgia Power’s acquisition of the McIntosh combined cycle units 10 and 11 construction project from Southern Power.

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See “Future Earnings Potential — FERC and Georgia PSC Matters — Plant McIntosh Construction Project” herein and Note (J) to the Condensed Financial Statements herein for additional information. These decreases in the year-to-date 2004 net expense were partially offset by a reduction in interest income from the same period in the prior year primarily resulting from $14.5 million of interest on a favorable tax settlement received in the second quarter of 2003.

Future Earnings Potential

The results of operations discussed above are not necessarily indicative of future earnings potential. The level of future earnings depends on numerous factors including Georgia Power’s 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 strict environmental standards. Growth in energy sales is subject to a number of factors, which 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 BUSINESS — The SOUTHERN System — “Risk Factors” in Item 1 and MANAGEMENT’S DISCUSSION AND ANALYSIS – RESULTS OF OPERATIONS — “Future Earnings Potential” of Georgia Power in Item 7 of the Form 10-K.

Environmental Matters

New Source Review Actions and Plant Wansley Environmental Litigation

Compliance costs related to the Clean Air Act and other environmental regulations could affect earnings if such costs cannot be recovered. For additional information, including information on certain environmental litigation, see MANAGEMENT’S DISCUSSION AND ANALYSIS – RESULTS OF OPERATIONS - “Future Earnings Potential — Environmental Matters” of Georgia Power in Item 7 and Note 3 to the financial statements of Georgia Power under “New Source Review Actions” and “Plant Wansley Environmental Litigation” in Item 8 of the Form 10-K. As of March 15, 2004, civil penalties under the Clean Air Act were increased prospectively to a maximum of $32,500 per day, per violation. To the extent alleged violations under either the New Source Review litigation or Plant Wansley environmental litigation are deemed to be continuing, this increased civil penalty amount could apply to such violations found to continue after that date.

     On May 3, 2004, the U.S. Supreme Court denied the EPA’s petition to review the Eleventh Circuit Court of Appeals’ decision in the EPA’s similar New Source Review enforcement action against the TVA. The case against Georgia Power had been effectively stayed pending this final resolution of the TVA case. At this time, no party to the case against Georgia Power has sought to reopen the case, which remains administratively closed in the District Court for the Northern District of Georgia. On June 10, 2004, the U.S. District Court for the Northern District of Georgia granted Georgia Power’s motion in the Plant Wansley environmental litigation for partial summary judgment regarding emissions offsets. The case has been removed from the court’s trial calendar due to pending motions for summary judgment, and a new trial date has not been scheduled. An adverse outcome in either of these cases could require substantial capital expenditures and could possibly require payment of substantial penalties that cannot be determined at this time. This could affect future results of operations, cash flows and possibly financial condition if such costs are not recovered through regulated rates.

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Global Warming Litigation

On July 21, 2004, attorneys general from eight states, each outside of Southern Company’s service territory, and the corporation counsel for New York City filed a complaint in the U.S. District Court for the Southern District of New York against Southern Company and four other electric power companies. A nearly identical complaint was filed by three environmental groups in the same court. The complaints allege that the companies’ emissions of carbon dioxide, a greenhouse gas, contribute to global warming, which the plaintiffs assert is a public nuisance. Plaintiffs seek relief under the federal common law or, in the alternative, under state law, of public nuisance. The environmental groups also seek relief under common law private nuisance theories. The plaintiffs seek a judicial order (1) holding each defendant jointly and severally liable for creating, contributing to, and/or maintaining an ongoing public nuisance, global warming and (2) permanently enjoining each of the defendants to abate its contribution to the nuisance by capping its emissions of carbon dioxide and then reducing those emissions by a specified percentage each year for at least a decade. Plaintiffs have not, however, requested that damages be awarded in connection with their claims. Southern Company believes these claims are without merit and notes that the complaint cites no statutory or regulatory basis for the claims. Southern Company and the other defendants have filed motions to dismiss both lawsuits. Southern Company intends to vigorously defend against these claims. While the outcome of this matter cannot be determined at this time, an adverse judgment could result in substantial capital expenditures.

Other Environmental Matters

On April 30, 2004, the EPA published its eight-hour ozone nonattainment designations and a portion of the rules implementing the new eight-hour standard. Areas within Georgia Power’s service area that have been designated as nonattainment under the eight-hour ozone standard include Macon (Georgia) and a 20-county area within metropolitan Atlanta. Under the implementation provisions of the new rule, the EPA announced that the one-hour ozone standard will be revoked on June 15, 2005. Areas classified as “severe” nonattainment areas under the one-hour standard will not be required to impose emissions fees as a result of nonattainment. Georgia Power, therefore, will no longer be subject to imposition of emissions fees if the Atlanta area does not come into attainment with the one-hour standard. In any event, however, based on the last three years of data, the State of Georgia believes that the Atlanta area has attained the one-hour standard and is in the process of applying for redesignation from the EPA. The impact of the eight-hour designations and the new standards will depend on the development and implementation of applicable state regulations and therefore cannot be determined at this time.

     Additionally, on May 5, 2004, the EPA published proposed amendments to its Regional Haze rules with respect to Best Available Retrofit Technology guidelines and requirements. The impact of these regulations will depend on the development and implementation of the final rules and implementation by the states and therefore cannot be determined at this time.

     In June 2004, the EPA issued its recommendations for areas to be designated “nonattainment” for the fine particle national ambient air quality standard. Areas within Georgia Power’s service area that were included in the EPA’s proposed fine particulate matter designations include 24 counties in the metro-Atlanta area; counties surrounding Macon, Athens and Columbus, Georgia; and counties in Georgia near Chattanooga, Tennessee. Georgia Power owns several plants located within the counties proposed for the nonattainment designations. The EPA plans to make final nonattainment designations for fine particulate matter by the end of 2004.

     On April 21, 2004, the EPA published the final regional nitrogen oxide reduction rules applicable to Georgia. These rules specified that the State of Georgia must submit a revised state implementation plan by

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April 2005, and affected sources must comply with the reduction requirements by May 1, 2007. However, on October 22, 2004, the EPA announced it was granting a petition for reconsideration filed with the EPA by a coalition of Georgia industries. The EPA will stay implementation of the rule, as it relates to Georgia, while it initiates rulemakings to address the petition. The impact of the nitrogen oxide reduction rules will depend on the outcome of the petition for reconsideration and/or any subsequent development and approval of Georgia’s state implementation plan and cannot be determined at this time.

FERC and Georgia PSC Matters

Market-Based Rate Authority

See MANAGEMENT’S DISCUSSION AND ANALYSIS – RESULTS OF OPERATIONS — “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” in Item 8 of the Form 10-K. On April 14, 2004, the FERC issued an order that abandoned the SMA test and adopted a new interim analysis for measuring generation market power. This new interim approach requires utilities to submit a pivotal supplier analysis and a wholesale market share analysis, the results of which provide a rebuttable presumption regarding generation market power. The FERC’s order also sets forth procedures for rebutting these presumptions and addresses mitigation measures for those entities that are found to have market power. In the absence of specific mitigation measures, the order includes several cost-based mitigation measures that would apply by default. The FERC also initiated a new rulemaking proceeding that, among other things, will adopt a final methodology for assessing generation market power.

     On July 8, 2004, the FERC denied Southern Company’s request for rehearing, along with a number of others, and reaffirmed the interim tests that it adopted in April. Southern Company submitted the required analyses on August 9, 2004. In that filing, Southern Company passed the pivotal supplier analysis for all markets and the wholesale market share analysis for all markets except the Southern Company control area. Southern Company also submitted other analyses to demonstrate that it lacks generation market power. This filing remains pending at the FERC. Southern Company, along with other utilities, has also filed an appeal of the FERC’s April 14, 2004 order with the Circuit Court of Appeals in Washington, D.C. 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, 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.

Transmission

See MANAGEMENT’S DISCUSSION AND ANALYSIS – RESULTS OF OPERATIONS — “Future Earnings Potential — FERC Matters — Transmission” of Georgia Power in Item 7 of the Form 10-K for information on the FERC’s order related to RTOs and the FERC’s notice of proposed rulemaking regarding open access transmission service and standard electricity market design.

Plant McIntosh Construction Project

See MANAGEMENT’S DISCUSSION AND ANALYSIS – RESULTS OF OPERATION — “Future Earnings Potential — FERC Matters” of Georgia Power in Item 7 and Note 3 to the financial statements of Georgia Power under “FERC Matters” in Item 8 of the Form 10-K for information regarding PPAs between Southern Power and

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Savannah Electric and Georgia Power for Plant McIntosh capacity. In April 2003, Southern Power applied for FERC approval of these PPAs. In July 2003, the FERC accepted the PPAs to become effective June 1, 2005, subject to refund, and ordered that hearings be held. To ensure the timely completion of construction on McIntosh units 10 and 11 and their availability in the summer of 2005 as supply side resources for the retail customers in the State of Georgia, on May 7, 2004, Savannah Electric and Georgia Power requested the Georgia PSC to direct them to acquire the McIntosh construction project. Savannah Electric and Georgia Power proposed to place the units in rate base at a cost approved by the Georgia PSC and to recover the unit operation and maintenance costs as retail service expenses as may be approved by the Georgia PSC. The Georgia PSC issued such an order on May 18, 2004 and the transfer occurred on May 24, 2004. On May 20, 2004, Southern Power filed a request to withdraw the PPAs and to terminate the ongoing FERC proceedings. On August 4, 2004, the FERC issued a notice that it allowed the request to withdraw the PPAs to be accepted and to become effective by operation of law on July 20, 2004. However, the FERC made no determination on what additional steps may need to be taken with respect to testimony provided in the proceedings. The ultimate outcome of this matter cannot now be determined.

     The May 18, 2004 Georgia PSC order also directed Georgia Power and Savannah Electric to file an application within 10 days of completing such purchase to amend the resource certificate granted by the Georgia PSC in 2002 to describe the capacity resource as being the McIntosh units 10 and 11 (as opposed to the McIntosh PPAs), the approximate construction schedule (which is not expected to change) and the proposed rate base treatment. The application was filed on June 3, 2004 and the Georgia PSC will have 180 days to respond. The Georgia PSC is expected to review the application in accordance with its affiliate transaction guidelines, which require a lower of cost or market approach unless otherwise determined by the Georgia PSC. Georgia Power and Savannah Electric have submitted information showing that the book cost of the McIntosh construction project is lower than its market value. In direct testimony filed on October 14, 2004, the Georgia PSC staff proposed a different valuation that shows the market value for the Plant McIntosh construction project is less than book value. Georgia Power and Savannah Electric disagree with the proposed valuation methodology. Georgia Power and Savannah Electric plan to file rebuttal testimony in November with hearings being held in that same month. The Georgia PSC is expected to issue a final order in this matter in December 2004. However, full recovery of the project costs depends on the outcome of the Georgia PSC’s review. In the event the Georgia PSC does not allow full recovery of the project costs, then part of such costs may have to be written off in accordance with FASB Statement No. 90, “Accounting for Abandonments and Disallowed Plant Costs.” At September 30, 2004, the investment in the McIntosh construction project totaled approximately $381.1 million for Georgia Power. The ultimate outcome of the Georgia PSC’s review cannot now be determined. See Note (J) to the Condensed Financial Statements herein for additional information.

Retail Rate Case

On July 1, 2004, Georgia Power filed a request with the Georgia PSC for an approximate 7 percent increase in retail revenues, effective January 1, 2005. The requested increase is based on a future test year ending July 31, 2005 and a proposed retail return on common equity of 12.5 percent. Georgia Power is currently operating under a three-year retail rate order that expires December 31, 2004. Under the terms of the existing order, earnings are evaluated annually against a retail return on common equity range of 10 percent to 12.95 percent. Two-thirds of any earnings above the 12.95 percent return are applied to rate refunds, with the remaining one-third retained by Georgia Power. The order required Georgia Power to file a general rate case by July 1, 2004.

     The increase in retail revenues is being requested to cover the higher costs of purchased power; operating and maintenance expenses; environmental compliance; and continued investment in new generation, transmission

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and distribution facilities to support growth and ensure reliability. Hearings on Georgia Power’s filed testimony were held in September 2004. Testimony from Georgia PSC staff was filed and hearings held in October 2004. Georgia Power plans to file rebuttal testimony in November 2004 with hearings on that testimony being held in the same month. Georgia Power expects the Georgia PSC to issue a final order in this matter during December 2004. The final outcome of this matter cannot now be determined. See MANAGEMENT’S DISCUSSION AND ANALYSIS – RESULTS OF OPERATIONS –“Future Earnings Potential – Other Matters” of Georgia Power in Item 7 and Note 3 to the financial statements of Georgia Power under “Retail Rate Orders” in Item 8 of the Form 10-K and Note (I) to the Condensed Financial Statements herein for additional information.

Retail Fuel Cost Recovery

In August 2003, the Georgia PSC issued an order allowing Georgia Power to increase customer fuel rates to collect existing under recovered fuel costs over the period October 1, 2003 through March 31, 2005. Georgia Power has experienced higher than expected fuel costs since the order was issued. Those higher fuel costs have increased the under recovered fuel costs included in the Condensed Balance Sheets herein. Georgia Power will continue to monitor the under recovered fuel cost balance in light of these higher fuel costs. See Note 3 to the financial statements of Georgia Power under “Fuel Cost Recovery” in Item 8 of the Form 10-K for additional information.

Storm Damage Cost Recovery

During the month of September 2004, Georgia Power’s service territory was impacted by Hurricanes Frances, Ivan and Jeanne. Georgia Power maintains an accumulated provision 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 as mandated by the Georgia PSC. The total amount of damage related to these hurricanes was estimated to be approximately $10 million and was charged to the storm damage reserve in September 2004. These costs are expected to be recovered through regular monthly accruals, which may be adjusted, if necessary, in connection with Georgia Power’s retail rate case. See “Retail Rate Case” herein for additional information.

Other Matters

On August 12, 2004, Georgia Power and Gulf Power entered into a PPA with Florida Power & Light (FP&L). Under the agreement, Georgia Power and Gulf Power will provide FP&L with 165 megawatts of capacity annually from the jointly owned Plant Scherer Unit 3 for the period from June 2010 through December 2015. The contract provides for fixed capacity payments and variable energy payments based on actual energy delivered. The contract is contingent upon certain events, including approval of the Florida PSC. The final outcome of this matter cannot now be determined.

     See MANAGEMENT’S DISCUSSION AND ANALYSIS – RESULTS OF OPERATION – “Future Earnings Potential – Other Matters” of Georgia Power in Item 7 of the Form 10-K for information on nuclear security measures. Georgia Power has implemented plans for the measures ordered by the NRC to be in effect on October 29, 2004 and is in compliance with the requirements. Georgia Power, based on its ownership interest, currently estimates its expenditures related to these security measures will total $9.8 million, of which $1.4 million will be capitalized. These estimates are subject to change in the event additional NRC guidance is provided.

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     On October 22, 2004, President Bush signed the American Jobs Creation Act of 2004 (Jobs Act) into law. The Jobs Act represents the most significant revision to the Internal Revenue Code since 1986. Congress must still develop the regulations that will implement the requirements of the Jobs Act. Georgia Power is currently assessing the impact of the Jobs Act on its taxable income. However, Georgia Power currently does not expect the Jobs Act to have a material impact on its financial statements.

     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 property damage, personal injury and citizen enforcement of environmental requirements, has increased generally throughout the United States. In particular, personal injury claims for damages caused by alleged exposure to hazardous materials have become more frequent. The ultimate outcome of such litigation against Georgia Power cannot be predicted at this time; however, management does not anticipate that the liabilities, if any, arising from such current 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 contingencies and other matters 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. 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 and Contingent Obligations.

New Accounting Standards

On March 31, 2004, Georgia Power prospectively adopted FASB Interpretation No. 46R, “Consolidation of Variable Interest Entities,” which requires the primary beneficiary of a variable interest entity to consolidate the related assets and liabilities. The adoption of FASB Interpretation No. 46R had no impact on Georgia Power’s net income. However, as a result of the adoption, Georgia Power deconsolidated certain wholly-owned trusts established to issue preferred securities since Georgia Power does not meet the definition of primary beneficiary established by FASB Interpretation No. 46R. See Note (D) to the Condensed Financial Statements herein for additional information related to the adoption of FASB Interpretation No. 46R.

     In the third quarter 2004, Georgia Power prospectively adopted FASB Staff Position (FSP) 106-2, Accounting and Disclosure Requirements related to the Medicare Prescription Drug, Improvement, and Modernization Act of 2003 (the Medicare Act). The Medicare Act provides a 28% prescription drug subsidy for Medicare eligible retirees. FSP 106-2 requires recognition of the impacts of the Medicare Act in the accumulated post-retirement benefit obligation (APBO) and future cost of service for post-retirement medical

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plans and may be applied retroactively to the enactment of the Medicare Act in December 2003 or prospectively effective for the third quarter 2004. Georgia Power elected to apply this treatment prospectively. The effect of the subsidy reduced Georgia Power’s expenses for the three months ended September 30, 2004 by approximately $2.3 million and is expected to have a similar impact on future expenses. The subsidy’s impact on the post-retirement medical plan APBO was a reduction of approximately $72 million. However, the ultimate impact on future periods is subject to federal regulations governing the subsidy created in the Medicare Act being finalized. See Note (G) to the Condensed Financial Statements herein for additional information.

FINANCIAL CONDITION AND LIQUIDITY

Overview

Major changes in Georgia Power’s financial condition during the first nine months of 2004 included the addition of approximately $856 million to utility plant. The funds for these additions and other capital requirements were derived primarily from operating activities and equity funds from Southern Company. See Georgia 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 Georgia Power in Item 7 of the Form 10-K for a description of Georgia Power’s capital requirements for its construction program, lease obligations, purchase commitments and trust funding requirements. Approximately $302 million will be required by September 30, 2005 for redemptions and maturities of long-term debt. The purchase of the McIntosh construction project temporarily increased short-term borrowings under the commercial paper program in the second quarter. The temporary increase was replaced by long-term debt in the third quarter. See “Financing Activities” herein for additional information. The projected construction program will increase by $437.8 million and $27.4 million in 2004 and 2005, respectively, for the McIntosh construction project and the projected purchased power commitments will decrease by $133.2 million in 2005-2006, $147.5 million in 2007-2008 and $885.2 million beyond 2008 as a result of the purchase of the construction project.

Sources of Capital

Georgia Power plans to obtain the funds required for construction and other purposes from sources similar to those used in the past, including funds from operations and new security issuances. The amount, type and timing of additional security issuances — if needed — will depend upon maintenance of adequate earnings, regulatory approval, prevailing market conditions and other factors. See BUSINESS — “Financing Programs” in Item 1 of the Form 10-K for additional information.

     At September 30, 3004, Georgia Power’s current liabilities exceeded current assets as a result of $302 million principal amount of current maturities of long-term notes and lease obligations. Georgia Power plans to obtain the funds required for redemption from new security issuances. To meet short-term cash needs and contingencies, Georgia Power had at September 30, 2004 approximately $34 million of cash and cash equivalents and $773 million of unused credit arrangements with banks. Of these facilities, $423 million expire in 2005 and contain provisions allowing two-year term loans executable at expiration; and the remaining $350 million expire in 2007. 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

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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 September 30, 2004, Georgia Power had no commercial paper 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 below investment grade. These contracts are primarily for physical electricity purchases and sales, fixed-price physical gas purchases and agreements covering interest rate swaps. At September 30, 2004, the maximum potential collateral requirements were approximately $228 million. Generally, collateral may be provided for by a Southern Company guaranty, letter of credit or cash.

     Georgia Power 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. These agreements are primarily for natural gas price and interest rate risk management activities. At September 30, 2004, Georgia Power had no material exposure related to these agreements.

Market Price Risk

Georgia Power’s market risk exposures relative to interest rate changes have not changed materially compared with the December 31, 2003 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 and, to a lesser extent, similar contracts for gas purchases. Georgia Power has also implemented a retail fuel hedging program at the instruction of the Georgia PSC.

     The fair value of derivative energy contracts at September 30, 2004 was as follows:

                 
    Third Quarter    
    2004   Year-to-Date
    Changes
  Changes
    Fair Value
    (in thousands)
Contracts beginning of period
  $ 7,955     $ 3,155  
Contracts realized or settled
    (4,754 )     (9,532 )
New contracts at inception
           
Changes in valuation techniques
           
Current period changes (a)
    12,193       21,771  
 
   
 
     
 
 
Contracts at September 30, 2004
  $ 15,394     $ 15,394  
 
   
 
     
 
 

(a)   Current period changes also include the changes in fair value of new contracts entered into during the period.

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GEORGIA POWER COMPANY
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION

                         
    Source of September 30, 2004
    Valuation Prices
            Maturity
    Total        
    Fair Value
  Year 1
  1-3 Years
    (in thousands)
Actively quoted
  $ 15,848     $ 14,564     $ 1,284  
External sources
    (454 )     (454 )      
Models and other methods
                 
 
   
 
     
 
     
 
 
Contracts at September 30, 2004
  $ 15,394     $ 14,110     $ 1,284  
 
   
 
     
 
     
 
 

     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

In January 2004, Georgia Power issued $100 million of Series S 4.00% Senior Notes due January 15, 2011 and $100 million of Series T 5.75% Senior Public Income Notes due January 15, 2044. The proceeds from these sales were used in March 2004 to redeem all of its outstanding Series H 6.70% Senior Insured Quarterly Notes due March 1, 2011 and Series D 6 5/8% Senior Notes due March 31, 2039.

     Further in January 2004, Georgia Power Capital Trust VII, a statutory trust, sold $200 million of its 5 7/8% Trust Preferred Securities, which are guaranteed by Georgia Power. The net proceeds from this issuance were used to redeem the 6.85% Trust Preferred Securities of Georgia Power Capital Trust IV. In connection with this transaction, Georgia Power issued $206 million of its junior subordinated debentures to Georgia Power Capital Trust VII.

     In February 2004, Georgia Power issued $150 million of Series U Floating Rate Senior Notes due February 17, 2009. The proceeds of this sale were used for general corporate purposes.

     In August 2004, Georgia Power issued $125 million of Series V 4.10% Senior Notes due August 15, 2009 and $125 million of Series W 6% Senior Notes due August 15, 2044. The proceeds from these sales were used to repay its short-term indebtedness incurred in part to purchase the Plant McIntosh units 10 and 11 construction project and for its continuous construction program. Upon the sale of the securities, interest rate swaps of $250 million were terminated at a loss of $12.1 million. The loss from the terminated swaps was deferred in Other Comprehensive Income and will be amortized to income over a 10-year period.

     In addition to any financings that may be necessary to meet Georgia Power’s capital requirements and contractual obligations, Georgia Power plans to continue, when economically feasible, a program to retire higher-cost debt and replace these obligations with lower-cost capital if market conditions permit.

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GULF POWER COMPANY

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GULF POWER COMPANY

CONDENSED STATEMENTS OF INCOME (UNAUDITED)
                                 
    For the Three Months   For the Nine Months
    Ended September 30,
  Ended September 30,
    2004
  2003
  2004
  2003
    (in thousands)   (in thousands)
Operating Revenues:
                               
Retail sales
  $ 215,087     $ 205,327     $ 571,360     $ 540,789  
Sales for resale —
                               
Non-affiliates
    18,980       19,608       56,938       56,241  
Affiliates
    24,488       17,313       67,147       39,944  
Other revenues
    10,831       10,641       30,030       28,962  
 
   
 
     
 
     
 
     
 
 
Total operating revenues
    269,386       252,889       725,475       665,936  
 
   
 
     
 
     
 
     
 
 
Operating Expenses:
                               
Fuel
    100,649       96,531       269,843       237,596  
Purchased power —
                               
Non-affiliates
    6,478       3,166       24,635       13,051  
Affiliates
    18,048       10,194       33,319       27,860  
Other operations
    31,191       30,737       100,639       94,174  
Maintenance
    13,612       11,447       46,591       45,284  
Depreciation and amortization
    20,674       20,373       61,948       60,949  
Taxes other than income taxes
    19,106       18,896       53,245       52,012  
 
   
 
     
 
     
 
     
 
 
Total operating expenses
    209,758       191,344       590,220       530,926  
 
   
 
     
 
     
 
     
 
 
Operating Income
    59,628       61,545       135,255       135,010  
Other Income and (Expense):
                               
Interest expense, net of amounts capitalized
    (7,468 )     (7,191 )     (23,500 )     (23,498 )
Interest expense to affiliate trusts
    (1,148 )           (2,295 )      
Distributions on mandatorily redeemable preferred securities
          (1,901 )     (1,113 )     (5,823 )
Other income (expense), net
    (1,204 )     500       (1,277 )     (179 )
 
   
 
     
 
     
 
     
 
 
Total other income and (expense)
    (9,820 )     (8,592 )     (28,185 )     (29,500 )
 
   
 
     
 
     
 
     
 
 
Earnings Before Income Taxes
    49,808       52,953       107,070       105,510  
Income taxes
    17,854       20,101       39,167       39,793  
 
   
 
     
 
     
 
     
 
 
Net Income
    31,954       32,852       67,903       65,717  
Dividends on Preferred Stock
    54       54       162       162  
 
   
 
     
 
     
 
     
 
 
Net Income After Dividends on Preferred Stock
  $ 31,900     $ 32,798     $ 67,741     $ 65,555  
 
   
 
     
 
     
 
     
 
 

CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)

                                 
    For the Three Months   For the Nine Months
    Ended September 30,
  Ended September 30,
    2004
  2003
  2004
  2003
    (in thousands)   (in thousands)
Net Income After Dividends on Preferred Stock
  $ 31,900     $ 32,798     $ 67,741     $ 65,555  
Other comprehensive income (loss):
                               
Change in fair value of marketable securities, net of tax of $(40)
    (63 )                  
Changes in fair value of qualifying hedges, net of tax of $198 and $(1,228), respectively
          314             (1,956 )
Less: Reclassification adjustment for amounts included in net income net of tax of $32 and $94, respectively
    50             151        
 
   
 
     
 
     
 
     
 
 
COMPREHENSIVE INCOME
  $ 31,887     $ 33,112     $ 67,892     $ 63,599  
 
   
 
     
 
     
 
     
 
 

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 Nine Months
    Ended September 30,
    2004
  2003
    (in thousands)
Operating Activities:
               
Net income
  $ 67,903     $ 65,717  
Adjustments to reconcile net income
               
to net cash provided from operating activities  —
               
Depreciation and amortization
    66,439       65,161  
Deferred income taxes
    36,691       3,890  
Pension, postretirement, and other employee benefits
    (714 )     4,579  
Tax benefit of stock options
    2,401       1,596  
Other, net
    (901 )     (11,027 )
Changes in certain current assets and liabilities —
               
Receivables, net
    (8,915 )     (4,767 )
Fossil fuel stock
    4,629       4,946  
Materials and supplies
    (2,345 )     (3,430 )
Other current assets
    (12,214 )     28,042  
Accounts payable
    7,847       (5,594 )
Accrued taxes
    10,542       15,019  
Accrued compensation
    (721 )     (2,253 )
Other current liabilities
    (1,040 )     8,707  
 
   
 
     
 
 
Net cash provided from operating activities
    169,602       170,586  
 
   
 
     
 
 
Investing Activities:
               
Gross property additions
    (106,660 )     (64,806 )
Cost of removal net of salvage
    (5,069 )     (5,628 )
Investment in property damage fund
    (6,700 )     (1,100 )
Other
    75       (6,405 )
 
   
 
     
 
 
Net cash used for investing activities
    (118,354 )     (77,939 )
 
   
 
     
 
 
Financing Activities:
               
Decrease in notes payable, net
    (37,666 )     (28,479 )
Proceeds —
               
Pollution control bonds
          61,625  
Senior notes
    110,000       225,000  
Capital contributions from parent company
    25,000       10,016  
Redemptions —
               
Pollution control bonds
          (61,625 )
Senior notes
    (50,000 )     (151,757 )
Other long-term debt
          (20,000 )
Mandatorily redeemable preferred securities
          (40,000 )
Payment of preferred stock dividends
    (162 )     (162 )
Payment of common stock dividends
    (52,500 )     (52,650 )
Other
    (2,066 )     (10,301 )
 
   
 
     
 
 
Net cash used for financing activities
    (7,394 )     (68,333 )
 
   
 
     
 
 
Net Change in Cash and Cash Equivalents
    43,854       24,314  
Cash and Cash Equivalents at Beginning of Period
    2,548       13,278  
 
   
 
     
 
 
Cash and Cash Equivalents at End of Period
  $ 46,402     $ 37,592  
 
   
 
     
 
 
Supplemental Cash Flow Information:
               
Cash paid during the period for —
               
Interest (net of $568 and $154 capitalized for 2004 and 2003, respectively)
  $ 25,170     $ 30,647  
Income taxes (net of refunds)
  $ 11,226     $ 8,377  

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 September 30,   At December 31,
Assets
  2004
  2003
    (in thousands)
Current Assets:
               
Cash and cash equivalents
  $ 46,402     $ 2,548  
Receivables —
               
Customer accounts receivable
    54,590       44,001  
Unbilled revenues
    31,413       31,548  
Under recovered regulatory clause revenues
    22,641       21,812  
Other accounts and notes receivable
    5,215       6,179  
Affiliated companies
    8,807       9,826  
Accumulated provision for uncollectible accounts
    (1,332 )     (947 )
Fossil fuel stock, at average cost
    30,725       35,354  
Vacation pay
    5,254       5,254  
Materials and supplies, at average cost
    38,275       35,930  
Prepaid income taxes
    11,153       4  
Prepaid expenses
    3,858       6,310  
Other
    11,612       4,981  
 
   
 
     
 
 
Total current assets
    268,613       202,800  
 
   
 
     
 
 
Property, Plant, and Equipment:
               
In service
    2,353,208       2,306,959  
Less accumulated provision for depreciation
    857,202       847,519  
 
   
 
     
 
 
 
    1,496,006       1,459,440  
Construction work in progress
    66,088       49,438  
 
   
 
     
 
 
Total property, plant, and equipment
    1,562,094       1,508,878  
 
   
 
     
 
 
Other Property and Investments
    21,587       12,597  
 
   
 
     
 
 
Deferred Charges and Other Assets:
               
Deferred charges related to income taxes
    18,571       18,263  
Prepaid pension costs
    44,541       42,014  
Unamortized debt issuance expense
    6,621       6,877  
Unamortized premium on reacquired debt
    18,128       19,389  
Other regulatory assets
    109,193       19,058  
Other
    23,110       9,177  
 
   
 
     
 
 
Total deferred charges and other assets
    220,164       114,778  
 
   
 
     
 
 
Total Assets
  $ 2,072,458     $ 1,839,053  
 
   
 
     
 
 

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 September 30,   At December 31,
Liabilities and Stockholder's Equity
  2004
  2003
    (in thousands)
Current Liabilities:
               
Securities due within one year
  $ 75,000     $ 50,000  
Notes payable
          37,666  
Accounts payable —
               
Affiliated
    33,761       26,945  
Other
    105,354       21,952  
Customer deposits
    19,634       18,271  
Accrued taxes —
               
Income taxes
    7,514       6,405  
Other
    19,164       8,621  
Accrued interest
    6,816       8,077  
Accrued vacation pay
    5,254       5,254  
Accrued compensation
    12,735       13,456  
Other
    11,231       9,694  
 
   
 
     
 
 
Total current liabilities
    296,463       206,341  
 
   
 
     
 
 
Long-term Debt
    549,559       515,827  
 
   
 
     
 
 
Long-term Debt Payable to Affiliated Trusts
    72,166        
 
   
 
     
 
 
Mandatorily Redeemable Preferred Securities
          70,000  
 
   
 
     
 
 
Deferred Credits and Other Liabilities:
               
Accumulated deferred income taxes
    213,855       175,685  
Deferred credits related to income taxes
    24,357       26,545  
Accumulated deferred investment tax credits
    18,979       20,451  
Employee benefit obligations
    54,175       52,395  
Other cost of removal obligations
    159,223       151,229  
Miscellaneous regulatory liabilities
    2,195       27,903  
Other
    73,100       27,083  
 
   
 
     
 
 
Total deferred credits and other liabilities
    545,884       481,291  
 
   
 
     
 
 
Total Liabilities
    1,464,072       1,273,459  
 
   
 
     
 
 
Cumulative Preferred Stock
    4,236       4,236  
 
   
 
     
 
 
Common Stockholder’s Equity:
               
Common stock, without par value —
               
Authorized - 992,717 shares
Outstanding - 992,717 shares
    38,060       38,060  
Paid-in capital
    392,253       364,852  
Premium on preferred stock
    12       12  
Retained earnings
    176,448       161,208  
Accumulated other comprehensive loss
    (2,623 )     (2,774 )
 
   
 
     
 
 
Total common stockholder’s equity
    604,150       561,358  
 
   
 
     
 
 
Total Liabilities and Stockholder’s Equity
  $ 2,072,458     $ 1,839,053  
 
   
 
     
 
 

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
RESULTS OF OPERATIONS AND FINANCIAL CONDITION

THIRD QUARTER 2004 vs. THIRD QUARTER 2003
AND
YEAR-TO-DATE 2004 vs. YEAR-TO-DATE 2003

RESULTS OF OPERATIONS

Earnings

Gulf Power’s net income after dividends on preferred stock for the third quarter and year-to-date 2004 was $31.9 million and $67.7 million, respectively, compared to $32.8 million and $65.6 million, respectively, for the corresponding periods in 2003. Earnings in the third quarter 2004 decreased by $0.9 million, or 2.7%, due to higher operating expenses and reduced revenues as a result of outages from Hurricane Ivan. Earnings increased year-to-date 2004 by $2.2 million, or 3.3%, primarily due to a reduction in interest expense arising from refinancing of higher cost debt.

     Significant income statement items appropriate for discussion include the following:

                                 
    Increase (Decrease)
    Third Quarter
  Year-To-Date
    (in thousands)   %   (in thousands)   %
Retail sales
  $ 9,760       4.8     $ 30,571       5.7  
Sale for resale – affiliates
    7,175       41.4       27,203       68.1  
Fuel expense
    4,118       4.3       32,247       13.6  
Purchased power – non-affiliates
    3,312       104.6       11,584       88.8  
Purchased power – affiliates
    7,854       77.0       5,459       19.6  
Other operations expense
    454       1.5       6,465       6.9  
Maintenance expense
    2,165       18.9       1,307       2.9  
Other income (expense), net
    1,704       N/M       1,098       N/M  
Income taxes
    (2,247 )     (11.2 )     (626 )     (1.6 )


N/M   Not meaningful

     Retail sales. Excluding the recovery of fuel expense and certain other expenses that do not affect net income, retail sales decreased by $0.4 million, or 0.3%, for the third quarter 2004 and increased by $4.5 million, or 1.5%, year-to-date 2004 when compared to the corresponding periods in 2003. Retail sales revenues for the third quarter 2004 were lower than the corresponding period in 2003 due primarily to the power outages resulting from Hurricane Ivan in September 2004. Approximately 90% of Gulf Power’s 405,000 customers were without electrical service immediately after the hurricane struck. Almost 72% of those without power had service restored within one week, and two weeks after the storm, power had been restored to all who could receive service. Based on current projections, retail sales revenues lost as a result of the power outages from Hurricane Ivan are not expected to have a material impact on net income of Gulf Power for the year ending December 31, 2004. For year-to-date 2004, retail sales revenues were higher than the corresponding period in 2003 primarily due to an increase in the number of customers and more favorable weather in the first two quarters of 2004. During the third quarter 2004, retail energy sales to residential, commercial and industrial customers decreased by 1.0%, 1.3% and 6.2%, respectively, as compared to the same period in 2003. For year-to-date 2004 as compared to 2003, retail energy sales to residential and commercial customers increased by

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION

1.0% and 1.5%, respectively, while energy sales to industrial customers decreased by 3.2%. The decreases in industrial sales for the third quarter and year-to-date 2004 are primarily the result of permanent load reductions and customer operational issues, which vary from period to period.

     Sales for resale – affiliates and Purchased power – affiliates. Revenues from sales for resale to affiliates and 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 transactions do not have a significant impact on earnings since this energy is generally sold at marginal cost and energy purchases are generally offset by revenues through Gulf Power’s fuel cost recovery mechanism. The increases in the third quarter and year-to-date 2004 sales for resale to affiliates are due to increased sales of available generation to affiliate companies at a higher unit cost resulting from higher fuel prices. The increases in purchased power from affiliates in the third quarter and year-to-date 2004 are primarily due to higher fuel prices and an increase in capacity payments resulting from Gulf Power’s increased load growth.

     Fuel expense. During the third quarter 2004, fuel expense increased from the corresponding period in 2003 primarily due to higher coal and natural gas prices. The increase in fuel expense for year-to-date 2004 is primarily due to a greater percentage of generation needs coming from higher priced natural gas units and higher fuel prices. Since fuel expenses are generally offset by revenues through Gulf Power’s fuel cost recovery mechanism, these expenses do not have a material impact on net income.

     Purchased power – non-affiliates. The increases for the third quarter and year-to-date 2004, when compared to the corresponding periods in 2003, are primarily the result of power purchased from merchant generation resources in order to minimize total production cost. Since energy expenses are generally offset by revenues through Gulf Power’s fuel cost recovery mechanism, these expenses do not have a significant impact on net income.

     Other operations expense. The increase in other operations expense for year-to-date 2004 when compared to the corresponding period in 2003 is primarily due to a $3.5 million increase in employee benefit expenses, a $1.5 million increase in expenses related to marketing conservation programs and a $1.4 million increase in accrued expenses for uninsured litigation and workers compensation claims.

     Maintenance expense. The increases in maintenance expense during the third quarter and year-to-date 2004 are due primarily to unscheduled plant maintenance when compared to the corresponding periods in 2003.

     Other income (expense), net. The increases in this net expense for the third quarter and year-to-date 2004 are primarily due to an increase in charitable donations, when compared to the same periods in 2003.

     Income taxes. The decreases in income tax expense during the third quarter and year-to-date 2004 are primarily due to a decrease in 2004 taxable income resulting from a state tax credit for a charitable donation.

Future Earnings Potential

The results of operations discussed above are not necessarily indicative of future earnings potential. The level of future earnings depends on numerous factors, including Gulf Power’s 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 stricter environmental standards. Growth in energy sales is subject to a number of factors, which include weather, competition, new energy contracts with neighboring utilities, energy

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION

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 BUSINESS — The SOUTHERN System — “Risk Factors” in Item 1 and MANAGEMENT’S DISCUSSION AND ANALYSIS – RESULTS OF OPERATIONS — “Future Earnings Potential” of Gulf Power in Item 7 of the Form 10-K.

Environmental Matters

New Source Review Actions

Compliance costs related to the Clean Air Act and other environmental regulations could affect earnings if such costs are not fully recovered through Gulf Power’s Environmental Cost Recovery Clause. See MANAGEMENT’S DISCUSSION AND ANALYSIS – RESULTS OF OPERATIONS – “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” in Item 8 of the Form 10-K. As of March 15, 2004, civil penalties under the Clean Air Act were increased prospectively to a maximum of $32,500 per day, per violation. To the extent alleged violations under the New Source Review litigation are deemed to be continuing, this increased civil penalty amount could apply to such violations found to continue after that date.

     On May 3, 2004, the U.S. Supreme Court denied the EPA’s petition to review the Eleventh Circuit Court of Appeals’ decision in the EPA’s similar New Source Review enforcement action against the TVA. With the denial of the EPA’s petition for review, the Court of Appeals’ decision is now final. An adverse outcome in the New Source Review litigation described in Item 8 of the Form 10-K could require substantial capital expenditures and could possibly require payment of substantial penalties that cannot be determined at this time. This could affect future results of operations, cash flows and possibly financial condition if such costs are not recovered through regulated rates.

Global Warming Litigation

On July 21, 2004, attorneys general from eight states, each outside of Southern Company’s service territory, and the corporation counsel for New York City filed a complaint in the U.S. District Court for the Southern District of New York against Southern Company and four other electric power companies. A nearly identical complaint was filed by three environmental groups in the same court. The complaints allege that the companies’ emissions of carbon dioxide, a greenhouse gas, contribute to global warming, which the plaintiffs assert is a public nuisance. Plaintiffs seek relief under the federal common law or, in the alternative, under state law, of public nuisance. The environmental groups also seek relief under common law private nuisance theories. The plaintiffs seek a judicial order (1) holding each defendant jointly and severally liable for creating, contributing to, and/or maintaining an ongoing public nuisance, global warming and (2) permanently enjoining each of the defendants to abate its contribution to the nuisance by capping its emissions of carbon dioxide and then reducing those emissions by a specified percentage each year for at least a decade. Plaintiffs have not, however, requested that damages be awarded in connection with their claims. Southern Company believes these claims are without merit and notes that the complaint cites no statutory or regulatory basis for the claims. Southern Company and the other defendants have filed motions to dismiss both lawsuits. Southern Company intends to vigorously defend against these claims. While the outcome of this matter cannot be determined at this time, an adverse judgment could result in substantial capital expenditures.

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Other Environmental Matters

On May 5, 2004, the EPA published proposed amendments to its Regional Haze rules with respect to Best Available Retrofit Technology guidelines and requirements. The impact of these regulations will depend on the development and implementation of the final rules and implementation by the states, and therefore cannot be determined at this time.

     See MANAGEMENT’S DISCUSSION AND ANALYSIS – “Future Earnings Potential - Environmental Matters – Environmental Statutes and Regulations” of Gulf Power in Item 7 and Note 3 to the financial statements of Gulf Power under “Environmental Cost Recovery” in Item 8 of the Form 10-K and Note (O) to the Condensed Financial Statements herein for information on liabilities associated with environmental remediation projects. During the third quarter 2004, Gulf Power increased its estimated liability for these projects by approximately $47 million as a result of revised rules and changes in the extent of remediation expected to be required by the Florida Department of Environmental Protection (FDEP). The majority of the remediation areas are active substation sites. The schedule for completion of the remediation projects will be subject to FDEP approval. The projects have been approved by the Florida PSC for recovery, as expended, through Gulf Power’s environmental cost recovery clause; therefore, there was no impact on Gulf Power’s net income as a result of these revised estimates.

FERC and Florida PSC Matters

Market-Based Rate Authority

See MANAGEMENT’S DISCUSSION AND ANALYSIS – RESULTS OF OPERATIONS – “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” in Item 8 of the Form 10-K. On April 14, 2004, the FERC issued an order that abandoned the SMA test and adopted a new interim analysis for measuring generation market power. This new interim approach requires utilities to submit a pivotal supplier analysis and a wholesale market share analysis, the results of which provide a rebuttable presumption regarding generation market power. The FERC’s order also sets forth procedures for rebutting these presumptions and addresses mitigation measures for those entities that are found to have market power. In the absence of specific mitigation measures, the order includes several cost-based mitigation measures that would apply by default. The FERC also initiated a new rulemaking proceeding that, among other things, will adopt a final methodology for assessing generation market power.

     On July 8, 2004, the FERC denied Southern Company’s request for rehearing, along with a number of others, and reaffirmed the interim tests that it adopted in April. Southern Company submitted the required analyses on August 9, 2004. In that filing, Southern Company passed the pivotal supplier analysis for all markets and the wholesale market share analysis for all markets except the Southern Company control area. Southern Company also submitted other analyses to demonstrate that it lacks generation market power. This filing remains pending at the FERC. Southern Company, along with other utilities, has also filed an appeal of the FERC’s April 14, 2004 order with the Circuit Court of Appeals in Washington, D.C. 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, 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.

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Transmission

See MANAGEMENT’S DISCUSSION AND ANALYSIS – RESULTS OF OPERATIONS – “Future Earnings Potential – FERC Matters – Transmission” of Gulf Power in Item 7 of the Form 10-K for information on the FERC’s order related to RTOs and notice of proposed rulemaking regarding open access transmission service and standard electricity market design.

Storm Damage Cost Recovery

On September 15 and 16, 2004, Hurricane Ivan hit the Gulf Coast of Florida and Alabama causing substantial damage in Gulf Power’s service territory. Gulf Power maintains an accumulated provision 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. Prior to Hurricane Ivan, the balance in the accumulated provision for property damage was approximately $28 million. The estimated total amount of damage related to Hurricane Ivan charged to the accumulated provision for property damage as of September 2004 was $75.5 million. Gulf Power’s current annual accrual to the accumulated provision for property damage, as approved by the Florida PSC, is $3.5 million. The Florida PSC has also approved additional accrual amounts at Gulf Power’s discretion. Gulf Power is currently reviewing alternatives that would potentially allow for more rapid recovery of these costs. See Note 1 to Gulf Power’s financial statements under “Provision for Property Damage” in Item 8 of the Form 10-K for additional information.

Other Matters

On August 12, 2004, Georgia Power and Gulf Power entered into a PPA with Florida Power & Light (FP&L). Under the agreement, Georgia Power and Gulf Power will provide FP&L with 165 megawatts of capacity annually from the jointly owned Plant Scherer Unit 3 for the period from June 2010 through December 2015. The contract provides for fixed capacity payments and variable energy payments based on actual energy delivered. The contract is contingent upon certain events, including approval of the Florida PSC. The final outcome of this matter cannot now be determined.

     On October 22, 2004, President Bush signed the American Jobs Creation Act of 2004 (the Jobs Act) into law. The Jobs Act represents the most significant revision to the Internal Revenue Code since 1986. Congress must still develop the regulations that will implement the requirements of the Jobs Act. Gulf Power is currently assessing the impact of the Jobs Act on its taxable income. However, Gulf Power currently does not expect the Jobs Act to have a material impact on its financial statements.

     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, 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 litigation against Gulf Power cannot be predicted at this time; however, management does not anticipate that the liabilities, if any, arising from such current proceedings would have a material adverse effect on Gulf Power’s financial statements.

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     See the Notes to the Condensed Financial Statements herein for discussion of various contingencies and other matters 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 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 and Contingent Obligations.

New Accounting Standards

On March 31, 2004, Gulf Power prospectively adopted FASB Interpretation No. 46R, “Consolidation of Variable Interest Entities,” which requires the primary beneficiary of a variable interest entity to consolidate the related assets and liabilities. The adoption of FASB Interpretation No. 46R had no impact on Gulf Power’s net income. However, as a result of the adoption, Gulf Power deconsolidated certain wholly-owned trusts established to issue preferred securities since Gulf Power does not meet the definition of primary beneficiary established by FASB Interpretation No. 46R. See Note (D) to the Condensed Financial Statements herein for additional information related to the adoption of FASB Interpretation No. 46R.

     In the third quarter 2004, Gulf Power prospectively adopted FASB Staff Position (FSP) 106-2, Accounting and Disclosure Requirements related to the Medicare Prescription Drug, Improvement, and Modernization Act of 2003 (the Medicare Act). The Medicare Act provides a 28% prescription drug subsidy for Medicare eligible retirees. FSP 106-2 requires recognition of the impacts of the Medicare Act in the accumulated post-retirement benefit obligation (APBO) and future cost of service for post-retirement medical plans and may be applied retroactively to the enactment of the Medicare Act in December 2003 or prospectively effective for the third quarter 2004. Gulf Power elected to apply this treatment prospectively. The effect of the subsidy reduced Gulf Power’s expenses for the three months ended September 30, 2004 by approximately $0.2 million and is expected to have a similar impact on future expenses. The subsidy’s impact on the post-retirement medical plan APBO was a reduction of approximately $8 million. However, the ultimate impact on future periods is subject to federal regulations governing the subsidy created in the Medicare Act being finalized. See Note (G) to the Condensed Financial Statements herein for additional information.

FINANCIAL CONDITION AND LIQUIDITY

Overview

Major changes in Gulf Power’s financial condition during the first nine months of 2004 included the addition of approximately $106.7 million to utility plant. The funds for these additions and other capital requirements were derived primarily from operating activities. See Gulf Power’s Condensed Statements of Cash Flows herein for further details.

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Capital Requirements and Contractual Obligations

Reference is made to 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, purchase commitments and trust funding requirements. Approximately $75 million will be required by September 30, 2005 for redemptions and maturities of long-term debt.

Sources of Capital

In addition to the financing activities described herein, Gulf Power plans to obtain the funds required for construction and other purposes from sources similar to those used in the past. These sources include cash flows from operating activities and issuances of unsecured debt, trust preferred securities, preferred stock and pollution control bonds issued for Gulf Power’s benefit by public authorities. The amount, type and timing of any future financings, if needed, will depend upon market conditions and regulatory approval. See BUSINESS – “Financing Programs” in Item 1 of the Form 10-K for additional information.

     At September 30, 2004, Gulf Power’s current liabilities exceeded current assets as a result of the scheduled redemption of $75 million principal amount of 6.10% senior notes, originally due in 2016. These notes were redeemed in October 2004 with proceeds from the Series K 4.90% Senior Notes due October 1, 2014 that were issued in September. See “Financing Activities” herein for additional information. To meet short-term cash needs and contingencies, Gulf Power has various internal and external sources of liquidity. In addition, Gulf Power has substantial cash flow from operating activities. At September 30, 2004, Gulf Power had approximately $46.4 million of cash and cash equivalents and $56.5 million of unused committed lines of credit with banks which expire in 2005. Gulf Power expects to renew its credit facilities, as needed, prior to expiration. The credit arrangements provide liquidity support to Gulf Power’s obligations with respect to variable rate pollution control bonds and commercial paper. 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 September 30, 2004, Gulf Power had no commercial paper outstanding. Subsequent to September 30, 2004, Gulf Power entered into loan agreements for $50 million maturing October 21, 2005 and $100 million maturing October 28, 2005. Proceeds from these borrowings were used for general corporate purposes and to finance repairs to Gulf Power’s electric system for damage suffered as a result of Hurricane Ivan. Management believes that the need for working capital can be adequately met by utilizing lines of credit, commercial paper and bank notes without maintaining large cash balances.

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. Gulf Power is 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. These agreements are primarily for natural gas price risk management activities. At September 30, 2004, Gulf Power had no material exposure related to these agreements.

Market Price Risk

     Gulf Power’s market risk exposures relative to interest rate changes have not changed materially compared with the December 31, 2003 reporting period. In addition, Gulf Power is not aware of any facts or circumstances

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that would significantly affect such exposures in the near term.

     Due to cost-based rate regulations, 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 of coal supplies, the purchase and sale of electricity through the wholesale electricity market and, to a lesser extent, similar contracts for gas purchases. Gulf Power has received approval from the Florida PSC to recover prudently incurred costs related to its fuel hedging program through the fuel cost recovery mechanism. The fair value of derivative energy contracts at September 30, 2004 was as follows:

                 
    Third Quarter    
    2004   Year-to-Date
    Changes
  Changes
    Fair Value
    (in thousands)
Contracts beginning of period
  $ 3,393     $ 2,504  
Contracts realized or settled
    (2,714 )     (6,513 )
New contracts at inception
           
Changes in valuation techniques
           
Current period changes (a)
    5,523       10,211  
 
   
 
     
 
 
Contracts at September 30, 2004
  $ 6,202     $ 6,202  
 
   
 
     
 
 

(a)   Current period changes also include the changes in fair value of new contracts entered into during the period.
                         
    Source of September 30, 2004
    Valuation Prices
    Total   Maturity
    Fair Value
  Year 1
  1-3 Years
    (in thousands)
Actively quoted
  $ 6,279     $ 5,924     $ 355  
External sources
    (77 )     (77 )        
Models and other methods
                   
 
   
 
     
 
     
 
 
Contracts at September 30, 2004
  $ 6,202     $ 5,847     $ 355  
 
   
 
     
 
     
 
 

     See MANAGEMENT’S DISCUSSION AND ANALYSIS – FINANCIAL CONDITION AND LIQUIDITY – “Market Price Risk” of Gulf Power in Item 7 of the Form 10-K 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 for further information.

Financing Activities

In April 2004, Gulf Power issued $35 million of Series J 5.875% Senior Notes due April 1, 2044. The proceeds from this issue were used for general corporate purposes, including Gulf Power’s continuous construction program.

     In September 2004, Gulf Power issued $75 million of Series K 4.90% Senior Notes due October 1, 2014. The proceeds from this issue were used to redeem the $75 million outstanding principle amount of its Series D 6.10% Senior Notes on October 22, 2004.

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     Subsequent to September 30, 2004, Gulf Power entered into loan agreements for $50 million maturing October 21, 2005 and $100 million maturing October 28, 2005. Proceeds from these borrowings were used for general corporate purposes and to finance repairs to Gulf Power’s electric system for damage suffered as a result of Hurricane Ivan.

     In addition to any financings that may be necessary to meet Gulf Power’s capital requirements and contractual obligations, Gulf Power plans to continue, when economically feasible, a program to retire higher-cost debt and replace these obligations with lower-cost capital if market conditions permit.

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CONDENSED STATEMENTS OF INCOME (UNAUDITED)
                                 
    For the Three Months   For the Nine Months
    Ended September 30,
  Ended September 30,
    2004
  2003
  2004
  2003
    (in thousands)   (in thousands)
Operating Revenues:
                               
Retail sales
  $ 167,770     $ 150,860     $ 448,186     $ 398,888  
Sales for resale —
                               
Non-affiliates
    72,077       67,396       206,812       197,141  
Affiliates
    14,481       5,968       34,848       17,856  
Contract termination
                      62,111  
Other revenues
    4,236       3,590       11,231       10,064  
 
   
 
     
 
     
 
     
 
 
Total operating revenues
    258,564       227,814       701,077       686,060  
 
   
 
     
 
     
 
     
 
 
Operating Expenses:
                               
Fuel
    97,081       66,109       249,971       172,829  
Purchased power —
                               
Non-affiliates
    6,783       3,121       26,831       14,449  
Affiliates
    13,966       21,194       54,119       59,281  
Other operations
    40,261       38,560       114,371       123,466  
Maintenance
    14,192       12,397       47,408       45,408  
Depreciation and amortization
    10,051       13,968       30,068       40,943  
Taxes other than income taxes
    14,486       14,148       41,675       41,231  
 
   
 
     
 
     
 
     
 
 
Total operating expenses
    196,820       169,497       564,443       497,607  
 
   
 
     
 
     
 
     
 
 
Operating Income
    61,744       58,317       136,634       188,453  
Other Income and (Expense):
                               
Interest expense
    (3,064 )     (3,383 )     (8,915 )     (10,920 )
Interest expense to affiliate trusts
    (650 )           (1,299 )      
Distributions on mandatorily redeemable preferred securities
          (630 )     (630 )     (1,890 )
Other income (expense), net
    135       2,170       518       2,935  
 
   
 
     
 
     
 
     
 
 
Total other income and (expense)
    (3,579 )     (1,843 )     (10,326 )     (9,875 )
 
   
 
     
 
     
 
     
 
 
Earnings Before Income Taxes
    58,165       56,474       126,308       178,578  
Income taxes
    22,151       21,584       48,118       68,226  
 
   
 
     
 
     
 
     
 
 
Net Income
    36,014       34,890       78,190       110,352  
Dividends on Preferred Stock
    433       503       3,399       1,510  
 
   
 
     
 
     
 
     
 
 
Net Income After Dividends on Preferred Stock
  $ 35,581     $ 34,387     $ 74,791     $ 108,842  
 
   
 
     
 
     
 
     
 
 

CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)

                                 
    For the Three Months   For the Nine Months
    Ended September 30,
  Ended September 30,
    2004
  2003
  2004
  2003
    (in thousands)   (in thousands)
Net Income After Dividends on Preferred Stock
  $ 35,581     $ 34,387     $ 74,791     $ 108,842  
Other comprehensive income (loss):
                               
Change in fair value of marketable securities, net of tax of $(49)
    (80 )                  
Changes in fair value of qualifying hedges, net of tax net of tax of $580 and $(820), respectively
    936             (1,324 )      
 
   
 
     
 
     
 
     
 
 
COMPREHENSIVE INCOME
  $ 36,437     $ 34,387     $ 73,467     $ 108,842  
 
   
 
     
 
     
 
     
 
 

The accompanying notes as they relate to Mississippi Power are an integral part of these condensed financial statements.

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CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)
                 
    For the Nine Months
    Ended September 30,
    2004
  2003
    (in thousands)
Operating Activities:
               
Net income
  $ 78,190     $ 110,352  
Adjustments to reconcile net income to net cash provided from operating activities —
               
Depreciation and amortization
    33,351       46,180  
Deferred income taxes and investment tax credits, net
    30,187       3,682  
Pension, postretirement, and other employee benefits
    (273 )     471  
Tax benefit of stock options
    834       1,876  
Other, net
    (4,564 )     (532 )
Changes in certain current assets and liabilities —
               
Receivables, net
    (24,233 )     8,846  
Fossil fuel stock
    3,985       (3,914 )
Materials and supplies
    (372 )     64  
Other current assets
    (9,996 )     8,643  
Accounts payable
    (8,928 )     (29,609 )
Accrued taxes
    9,071       7,138  
Accrued compensation
    (3,506 )     (5,352 )
Other current liabilities
    (23,365 )     (6,922 )
 
   
 
     
 
 
Net cash provided from operating activities
    80,381       140,923  
 
   
 
     
 
 
Investing Activities:
               
Gross property additions
    (44,837 )     (41,636 )
Cost of removal net of salvage
    (3,747 )     (4,282 )
Other
    (2,504 )     (1,884 )
 
   
 
     
 
 
Net cash used for investing activities
    (51,088 )     (47,802 )
 
   
 
     
 
 
Financing Activities:
               
Increase in notes payable, net
    14,976        
Proceeds —
               
Senior notes
    40,000       90,000  
Preferred stock
    30,000        
Capital contributions from parent company
          79  
Redemptions —
               
First mortgage bonds
          (33,350 )
Pollution control bonds
          (850 )
Senior notes
    (80,000 )     (86,628 )
Preferred stock
    (28,388 )      
Payment of preferred stock dividends
    (1,395 )     (1,510 )
Payment of common stock dividends
    (49,650 )     (49,500 )
Other
    (630 )     (1,185 )
 
   
 
     
 
 
Net cash used for financing activities
    (75,087 )     (82,944 )
 
   
 
     
 
 
Net Change in Cash and Cash Equivalents
    (45,794 )     10,177  
Cash and Cash Equivalents at Beginning of Period
    69,120       62,695  
 
   
 
     
 
 
Cash and Cash Equivalents at End of Period
  $ 23,326     $ 72,872  
 
   
 
     
 
 
Supplemental Cash Flow Information:
               
Cash paid during the period for —
               
Interest
  $ 8,241     $ 12,918  
Income taxes (net of refunds)
  $ 1,798     $ 47,589  

The accompanying notes as they relate to Mississippi Power are an integral part of these condensed financial statements.

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CONDENSED BALANCE SHEETS (UNAUDITED)
                 
    At September 30,   At December 31,
Assets   2004
  2003
    (in thousands)
Current Assets:
               
Cash and cash equivalents
  $ 23,326     $ 69,120  
Receivables —
               
Customer accounts receivable
    39,533       30,514  
Unbilled revenues
    19,536       19,278  
Under recovered regulatory clause revenues
    24,872       14,607  
Other accounts and notes receivable
    8,466       8,088  
Affiliated companies
    16,391       12,160  
Accumulated provision for uncollectible accounts
    (815 )     (897 )
Fossil fuel stock, at average cost
    21,248       25,233  
Vacation pay
    5,766       5,766  
Materials and supplies, at average cost
    24,042       23,670  
Assets from risk management activities
    12,251       2,672  
Prepaid income taxes
    15,535       27,415  
Prepaid expenses
    3,327       4,518  
 
   
 
     
 
 
Total current assets
    213,478       242,144  
 
   
 
     
 
 
Property, Plant, and Equipment:
               
In service
    1,867,204       1,841,667  
Less accumulated provision for depreciation
    691,893       679,939  
 
   
 
     
 
 
 
    1,175,311       1,161,728  
Construction work in progress
    28,479       25,844  
 
   
 
     
 
 
Total property, plant, and equipment
    1,203,790       1,187,572  
 
   
 
     
 
 
Other Property and Investments
    5,041       2,934  
 
   
 
     
 
 
Deferred Charges and Other Assets:
               
Deferred charges related to income taxes
    11,573       12,125  
Prepaid pension costs
    18,911       18,167  
Unamortized debt issuance expense
    7,029       6,993  
Unamortized loss on reacquired debt
    9,625       10,201  
Prepaid rent
    13,345       14,758  
Other
    8,798       16,280  
 
   
 
     
 
 
Total deferred charges and other assets
    69,281       78,524  
 
   
 
     
 
 
Total Assets
  $ 1,491,590     $ 1,511,174  
 
   
 
     
 
 

The accompanying notes as they relate to Mississippi Power are an integral part of these condensed financial statements.

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CONDENSED BALANCE SHEETS (UNAUDITED)

                 
    At September 30,   At December 31,
Liabilities and Stockholder's Equity   2004
  2003
    (in thousands)
Current Liabilities:
               
Securities due within one year
  $     $ 80,000  
Notes payable
    14,976        
Accounts payable —
               
Affiliated
    19,415       21,259  
Other
    44,720       55,309  
Customer deposits
    7,735       11,863  
Accrued taxes —
               
Income taxes
    18,591       1,696  
Other
    35,010       42,834  
Accrued interest
    3,838       3,223  
Accrued vacation pay
    5,766       5,766  
Accrued compensation
    20,325       23,832  
Regulatory clauses over recovery
    7,586       31,118  
Other
    8,545       4,867  
 
   
 
     
 
 
Total current liabilities
    186,507       281,767  
 
   
 
     
 
 
Long-term Debt
    242,495       202,488  
 
   
 
     
 
 
Long-term Debt Payable to Affiliated Trusts
    36,082        
 
   
 
     
 
 
Mandatorily Redeemable Preferred Securities
          35,000  
 
   
 
     
 
 
Deferred Credits and Other Liabilities:
               
Accumulated deferred income taxes
    158,567       142,088  
Deferred credits related to income taxes
    22,125       23,279  
Accumulated deferred investment tax credits
    18,951       19,841  
Employee benefit obligations
    54,083       54,830  
Plant Daniel lease guarantee obligation, at fair value
    13,345       14,758  
Plant Daniel capacity
    47,919       60,300  
Other cost of removal obligations
    76,172       73,378  
Miscellaneous regulatory liabilities
    12,751       11,899  
Other
    31,125       27,248  
 
   
 
     
 
 
Total deferred credits and other liabilities
    435,038       427,621  
 
   
 
     
 
 
Total Liabilities
    900,122       946,876  
 
   
 
     
 
 
Cumulative Preferred Stock
    33,421       31,809  
 
   
 
     
 
 
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
    293,350       292,515  
Premium on preferred stock
    23       326  
Retained earnings
    229,769       203,419  
Accumulated other comprehensive loss
    (2,786 )     (1,462 )
 
   
 
     
 
 
Total common stockholder’s equity
    558,047       532,489  
 
   
 
     
 
 
Total Liabilities and Stockholder’s Equity
  $ 1,491,590     $ 1,511,174  
 
   
 
     
 
 

The accompanying notes as they relate to Mississippi Power are an integral part of these condensed financial statements.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION

THIRD QUARTER 2004 vs. THIRD QUARTER 2003
AND
YEAR-TO-DATE 2004 vs. YEAR-TO-DATE 2003

RESULTS OF OPERATIONS

Earnings

Mississippi Power’s net income after dividends on preferred stock for the third quarter and year-to-date 2004 was $35.6 million and $74.8 million, respectively, compared to $34.4 million and $108.8 million, respectively, for the corresponding periods of 2003. Earnings for year-to-date 2004 decreased $34 million, or 31.3%, primarily as a result of the 2003 gain of $38 million after tax related to the termination of a PPA with Dynegy and related 2003 contract revenue of $10 million after-tax. This decrease was partially offset by the net impact of a $6 million after tax decrease in other operations expense related to costs incurred in the third quarter of 2003 to restructure the lease agreement for the combined cycle generating units at Plant Daniel and a decrease of $8 million after tax in depreciation and amortization resulting from the impact of the Mississippi PSC’s order approving the inclusion of the additional Plant Daniel capacity in jurisdictional cost of service. See Note 3 to the financial statements of Mississippi Power under “Contract Termination” and “Retail Regulatory Filing” in Item 8 of the Form 10-K and Note (K) to the Condensed Financial Statements herein for additional information.

     Significant income statement items appropriate for discussion include the following:

                                 
    Increase (Decrease)
    Third Quarter
  Year-To-Date
    (in thousands)   %   (in thousands)   %
Retail sales
  $ 16,910       11.2     $ 49,298       12.4  
Sales for resale — non-affiliates
    4,681       6.9       9,671       4.9  
Sale for resale — affiliates
    8,513       142.6       16,992       95.2  
Fuel expense
    30,972       46.8       77,142       44.6  
Purchased power — non-affiliates
    3,662       117.3       12,382       85.7  
Purchased power — affiliates
    (7,228 )     (34.1 )     (5,162 )     (8.7 )
Other operations expense
    1,701       4.4       (9,095 )     (7.4 )
Maintenance expense
    1,795       14.5       2,000       4.4  
Depreciation and amortization
    (3,917 )     (28.0 )     (10,875 )     (26.6 )
Interest expense
    (319 )     (9.4 )     (2,005 )     (18.4 )
Other income (expense), net
    (2,035 )     (93.8 )     (2,417 )     (82.4 )
Income taxes
    567       2.6       (20,108 )     (29.5 )
Dividends on preferred stock
    (70 )     (13.9 )     1,889       125.1  

     Retail sales. Retail sales revenue increased $16.9 million, or 11.2%, in the third quarter 2004 and $49.3 million or 12.4% year-to-date 2004 when compared to the same periods in 2003. The increases in retail sales revenues are primarily the result of increases of $15.3 million in the third quarter 2004 and $47.6 million year-to-date 2004 in fuel cost recovery revenues, which generally do not have an effect on income. Retail sales revenues, excluding fuel revenues, for the third quarter 2004 to residential and commercial customers remained mostly constant while retail sales to industrial customers, excluding fuel revenues, decreased 2.2% primarily as a result of the effects Hurricane Ivan when compared to the same period in 2003. Retail sales revenues, excluding fuel revenues, for year-to-date 2004 from residential, commercial and industrial customers

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remained mostly constant as compared to the same period in 2003.

     Sales for resale — non-affiliates. The increases in sales for resale to non-affiliates in the third quarter and year-to-date 2004 as compared to the same periods in 2003 are primarily due to the increases of $6.6 million and $13.3 million, respectively, in revenue from wholesale territorial customers that were offset by decreases of $1.9 million and $3.7 million, respectively, in revenue from non-territorial customers. The increases in the third quarter and year-to-date 2004 revenue from wholesale territorial customers as compared to the same periods in 2003 are the result of increases in the price per kilowatt-hour due to fuel cost. The decreases in the third quarter and year to date 2004 revenue from wholesale non-territorial customers as compared to the same period in 2003 are the result of the loss of capacity revenues as a result of the termination of the Dynegy contract in 2003.

     Sales for resale — affiliates and Purchased power — 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 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 increase in sales for resale to affiliates is primarily a result of more generation available for sale. The increase in purchased power from affiliates is primarily due to the increase in the cost of fuel.

     Fuel expense. In the third quarter and year-to-date 2004, fuel expense increased when compared to the same periods in 2003 as a result of 10.5% and 10.3% increases in generation, respectively, and 20.4% and 29.0% increases in the cost of gas, respectively. Since energy expenses are generally offset by energy revenues through Mississippi Power’s retail and wholesale fuel cost recovery clauses, these expenses do not have a significant impact on earnings.

     Purchased power — non-affiliates. The third quarter and year-to-date 2004 purchased power from non-affiliates increased due to higher fuel prices in 2004.

     Other operations expense. The third quarter and year-to-date 2004 decreases in other operations expense when compared to the same periods in 2003 are a result of approximately $11 million incurred during the third quarter 2003 to restructure the lease agreement for the combined cycle generating units at Plant Daniel. See Note 7 to the financial statements of Mississippi Power under “Operating Leases — Plant Daniel Combined Cycle Generating Units” in Item 8 of the Form 10-K for additional information.

     Maintenance expense. The third quarter and year-to-date 2004 increases in maintenance expense when compared to the same periods in 2003 are primarily a result of higher operating hours at the combined cycle units in 2004 and resulting higher expense. See Note 7 to the financial statements of Mississippi Power under “Long-Term Service Agreements” in Item 8 of the Form 10-K for additional information.

     Depreciation and amortization. The third quarter and year-to-date 2004 decreases in depreciation and amortization expense when compared to the same periods in 2003 are primarily the result of the amortization of a regulatory liability as approved by the Mississippi PSC. The Mississippi PSC issued an interim accounting order in December 2003 directing Mississippi Power to expense and record in 2003 a regulatory liability in the amount of approximately $60 million. Mississippi Power recorded a credit to expense in the amount of $4.1 million and $12.4 million for the quarter and year-to-date 2004, respectively, to amortize this regulatory liability retroactive to January 1, 2004. See Note 3 to the financial statements of Mississippi Power under “Retail Regulatory Filing” in Item 8 of the Form 10-K and “Future Earnings Potential — FERC and Mississippi

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PSC Matters — Retail Rate Filing” and Note (K) to the Condensed Financial Statements herein for additional information.

     Interest expense. The decreases in interest expense for the third quarter and year-to-date 2004 as compared to the same periods in 2003 are a result of lower interest rates. See MANAGEMENT’S DISCUSSION AND ANALYSIS — FINANCIAL CONDITION AND LIQUIDITY — “Financing Activities” of Mississippi Power in Item 7 of the Form 10-K and FINANCIAL CONDITION AND LIQUIDITY — “Financing Activities” herein for further information on efforts to reduce interest rates.

     Other income (expense), net. The third quarter and year-to-date 2004 decreases in other income (expense), net of $2 million, or 93.8%, and $2.4 million, or 82.4%, respectively, are the result of lower revenue from miscellaneous contract work and a FERC settlement in July 2003 that resulted in the recognition, in the third quarter 2003, of $1.2 million of revenue previously reserved for refund. See Note 3 to the financial statements of Mississippi Power under “Transmission Facilities Agreement” in Item 8 of the Form 10-K.

     Income taxes. The third quarter and year-to-date 2004 income taxes increased $0.6 million, or 2.6%, and decreased $20.1 million, or 29.5%, respectively, as a direct result of the changes in earnings before income taxes when compared to the same periods in 2003.

     Dividends on preferred stock. The year-to-date 2004 increase in dividends on preferred stock is the result of a $2.0 million loss on the redemption of preferred stock recognized in the second quarter of 2004. The third quarter 2004 dividends on preferred stock remained fairly constant in comparison to the same period in 2003.

Future Earnings Potential

The results of operations discussed above are not necessarily indicative of future earnings potential. The level of future earnings depends on numerous factors including Mississippi Power’s 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 stricter environmental standards. Growth in energy sales is subject to a number of factors, which 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. For additional information relating to these issues, see BUSINESS — The SOUTHERN System — “Risk Factors” in Item 1 and MANAGEMENT’S DISCUSSION AND ANALYSIS — RESULTS OF OPERATIONS — “Future Earnings Potential” of Mississippi Power in Item 7 in the Form 10-K.

Environmental Matters

New Source Review Actions

Mississippi Power’s 2004 ECO Plan filing was approved, as filed, by the Mississippi PSC on March 15, 2004, and resulted in a slight decrease in rates effective April 2004. Compliance costs related to the Clean Air Act and other environmental regulations could affect earnings if such costs cannot continue to be recovered. See MANAGEMENT’S DISCUSSION AND ANALYSIS — RESULTS OF OPERATIONS — “Future Earnings Potential — Environmental Matters” of Mississippi Power in Item 7 and Note 3 to the financial statements of Mississippi Power under “New Source Review Actions” in Item 8 of the Form 10-K. As of March 15, 2004, civil penalties under the Clean Air Act were increased prospectively to a maximum of $32,500 per day, per

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violation. To the extent alleged violations under the New Source Review litigation are deemed to be continuing, this increased civil penalty amount could apply to such violations found to continue after that date.

     On May 3, 2004, the U.S. Supreme Court denied the EPA’s petition to review the Eleventh Circuit Court of Appeals’ decision in the EPA’s similar New Source Review action against the TVA. With the denial of the EPA’s petition for review, the Court of Appeals’ decision is now final. An adverse outcome in the New Source Review litigation described in Item 8 of the Form 10-K could require substantial capital expenditures and could possibly require payment of substantial penalties that cannot be determined at this time. This could affect future results of operations, cash flows and possibly financial condition if such costs are not recovered through regulated rates.

Global Warming Litigation

On July 21, 2004, attorneys general from eight states, each outside of Southern Company’s service territory, and the corporation counsel for New York City filed a complaint in the U.S. District Court for the Southern District of New York against Southern Company and four other electric power companies. A nearly identical complaint was filed by three environmental groups in the same court. The complaints allege that the companies’ emissions of carbon dioxide, a greenhouse gas, contribute to global warming, which the plaintiffs assert is a public nuisance. Plaintiffs seek relief under the federal common law or, in the alternative, under state law, of public nuisance. The environmental groups also seek relief under common law private nuisance theories. The plaintiffs seek a judicial order (1) holding each defendant jointly and severally liable for creating, contributing to, and/or maintaining an ongoing public nuisance, global warming and (2) permanently enjoining each of the defendants to abate its contribution to the nuisance by capping its emissions of carbon dioxide and then reducing those emissions by a specified percentage each year for at least a decade. Plaintiffs have not, however, requested that damages be awarded in connection with their claims. Southern Company believes these claims are without merit and notes that the complaint cites no statutory or regulatory basis for the claims. Southern Company and the other defendants have filed motions to dismiss both lawsuits. Southern Company intends to vigorously defend against these claims. While the outcome of this matter cannot be determined at this time, an adverse judgment could result in substantial capital expenditures.

Other Environmental Matters

On May 5, 2004, the EPA published proposed amendments to its Regional Haze rules with respect to Best Available Retrofit Technology guidelines and requirements. The impact of these regulations will depend on the development and implementation of the final rules and implementation by the states, and therefore cannot be determined at this time.

FERC and Mississippi PSC Matters

Market-Based Rate Authority

See MANAGEMENT’S DISCUSSION AND ANALYSIS — RESULTS OF OPERATIONS — “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” in Item 8 of the Form 10-K. On April 14, 2004, the FERC issued an order that abandoned the SMA test and adopted a new interim analysis for measuring generation market power. This new interim approach requires utilities to submit a pivotal supplier analysis and a wholesale market share analysis, the results of which provide a rebuttable presumption regarding generation market power. The FERC’s order also sets forth procedures for rebutting these presumptions and addresses

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mitigation measures for those entities that are found to have market power. In the absence of specific mitigation measures, the order includes several cost-based mitigation measures that would apply by default. The FERC also initiated a new rulemaking proceeding that, among other things, will adopt a final methodology for assessing generation market power.

     On July 8, 2004, the FERC denied Southern Company’s request for rehearing, along with a number of others, and reaffirmed the interim tests that it adopted in April. Southern Company submitted the required analyses on August 9, 2004. In that filing, Southern Company passed the pivotal supplier analysis for all markets and the wholesale market share analysis for all markets except the Southern Company control area. Southern Company also submitted other analyses to demonstrate that it lacks generation market power. This filing remains pending at the FERC. Southern Company, along with other utilities, has also filed an appeal of the FERC’s April 14, 2004 order with the Circuit Court of Appeals in Washington, D.C. 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, 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. See Note (B) to the Condensed Financial Statements under “FERC Matters” herein for additional information.

Transmission

See MANAGEMENT’S DISCUSSION AND ANALYSIS — RESULTS OF OPERATIONS — “Future Earnings Potential — FERC Matters — Transmission” of Mississippi Power in Item 7 of the Form 10-K for information on the FERC’s order related to RTOs and the notice of proposed rulemaking regarding open access transmission service and standard electricity market design.

Retail Rate Filing

On December 5, 2003, Mississippi Power filed a request with the Mississippi PSC to reclassify 266 megawatts of Plant Daniel Units 3 and 4 generating capacity not currently included in jurisdictional cost of service. As part of Mississippi Power’s proposal to include the additional Plant Daniel capacity in retail rates, the Mississippi PSC issued an interim accounting order in December 2003 directing Mississippi Power to expense and record in 2003 a regulatory liability in the amount of approximately $60 million while the Mississippi PSC fully considered the entire request. On May 25, 2004, the Mississippi PSC issued an order related to this matter. The Mississippi PSC approved Mississippi Power’s request to reclassify the 266 megawatts of Plant Daniel unit 3 and 4 capacity to jurisdictional cost of service effective January 1, 2004 and authorized Mississippi Power to include the related costs and revenue credits in jurisdictional rate base, cost of service and revenue requirement calculations for purposes of retail rate recovery. As directed by the Mississippi PSC, Mississippi Power will amortize the regulatory liability established pursuant to the Mississippi PSC’s interim order in December 2003 as an increase to earnings as follows: $16.5 million in 2004, $25.1 million in 2005, $13.0 million in 2006 and $5.7 million in 2007. This amortization increased after tax earnings for the third quarter and year-to-date 2004 by $2.5 million and $7.7 million, respectively.

     In addition, the Mississippi PSC also approved Mississippi Power’s requested changes to its PEP rate schedule including the use of a forward-looking test year, with appropriate oversight; annual, rather than semi- annual, filings; and certain changes to the performance indicator mechanisms. Rate changes will be limited to 4% of retail revenues annually under the revised PEP. The Mississippi PSC will review all aspects of PEP in 2007. See Note 3 to the financial statements of Mississippi Power under “Retail Regulatory Filing” in Item 8 of the Form 10-K and Note (K) to the Condensed Financial Statements herein.

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RESULTS OF OPERATIONS AND FINANCIAL CONDITION

Storm Damage Cost Recovery

During the month of September 2004, Mississippi Power’s service territory was impacted by Hurricane Ivan. As mandated by the Mississippi PSC, Mississippi Power maintains an accumulated provision 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 it generation facilities and other property. The total amount of damage related to this hurricane was estimated to be $7.6 million and was charged to the storm damage reserve in September 2004, leaving a balance in the reserve of $0.3 million. See Note 1 to the financial statements of Mississippi Power under “Provision for Property Damage” in Item 8 of the Form 10-K and Note (K) to the Condensed Financial Statements herein for more information.

Other Matters

On October 22, 2004, President Bush signed the American Jobs Creation Act of 2004 (the Jobs Act) into law. The Jobs Act represents the most significant revision to the Internal Revenue Code since 1986. Congress must still develop the regulations that will implement the requirements of the Jobs Act. Mississippi Power is currently assessing the impact of the Jobs Act on its taxable income. However, Mississippi Power currently does not expect the Jobs Act to have a material impact on its financial statements.

     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, 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 litigation against Mississippi Power cannot be predicted at this time; however, management does not anticipate that the liabilities, if any, arising from such current 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 contingencies and other matters 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, Plant Daniel Capacity and Plant Daniel Operating Lease. Also see Note (K) to the Condensed Financial Statements herein for additional information related to Plant Daniel capacity.

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New Accounting Standards

On March 31, 2004, Mississippi Power prospectively adopted FASB Interpretation No. 46R, “Consolidation of Variable Interest Entities,” which requires the primary beneficiary of a variable interest entity to consolidate the related assets and liabilities. The adoption of FASB Interpretation No. 46R had no impact on Mississippi Power’s net income. However, as a result of the adoption, Mississippi Power deconsolidated certain wholly-owned trusts established to issue preferred securities, since Mississippi Power does not meet the definition of primary beneficiary established by FASB Interpretation No. 46R. See Note (D) to the Condensed Financial Statements herein for additional information related to the adoption of FASB Interpretation No. 46R.

     In the third quarter 2004, Mississippi Power prospectively adopted FASB Staff Position (FSP) 106-2, Accounting and Disclosure Requirements related to the Medicare Prescription Drug, Improvement, and Modernization Act of 2003 (the Medicare Act). The Medicare Act provides a 28% prescription drug subsidy for Medicare eligible retirees. FSP 106-2 requires recognition of the impacts of the Medicare Act in the accumulated post-retirement benefit obligation (APBO) and future cost of service for post-retirement medical plans and may be applied retroactively to the enactment of the Medicare Act in December 2003 or prospectively effective for the third quarter 2004. Mississippi Power elected to apply this treatment prospectively. The effect of the subsidy reduced Mississippi Power’s expenses for the three months ended September 30, 2004 by approximately $0.2 million and is expected to have a similar impact on future expenses. The subsidy’s impact on the post-retirement medical plan APBO was a reduction of approximately $8 million. However, the ultimate impact on future periods is subject to federal regulations governing the subsidy created in the Medicare Act which are being finalized. See Note (G) to the Condensed Financial Statements herein for additional information.

FINANCIAL CONDITION AND LIQUIDITY

Overview

Major changes in Mississippi Power’s financial condition during the first nine months of 2004 included the addition of approximately $45 million to utility plant, a reduction in current liabilities of $95 million, an increase of $40 million in long-term debt, a decrease of $46 million in cash and an increase in accounts receivable of $24.2 million. See Mississippi Power’s Condensed Statements of Cash Flows and “Financing Activities” 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 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 and trust funding requirements.

Sources of Capital

In addition to the financing activities described herein, Mississippi Power plans to obtain the funds required for construction and other purposes from sources similar to those used in the past. These sources include cash flows from operating activities and issuances of unsecured debt, trust preferred securities, preferred stock and pollution control bonds issued for Mississippi Power’s benefit by public authorities. The amount, type and timing of any financings, if needed, will depend upon maintenance of adequate earnings, regulatory approval,

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prevailing market conditions and other factors. See BUSINESS — “Financing Programs” in Item 1 of the Form 10-K for additional information.

     To meet short-term cash needs and contingencies, Mississippi Power had at September 30, 2004, approximately $23 million of cash and cash equivalents and $100 million of unused committed credit arrangements with banks. Of these facilities, $13 million expire in 2004 and the remaining $87 million expire in 2005. Approximately $37.5 million of these credit arrangements contain provisions allowing two-year term loans executable at the expiration date. 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. Mississippi 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 Mississippi Power and other Southern Company subsidiaries. At September 30, 2004, Mississippi Power had $15 million in commercial paper outstanding. Management believes that the need for working capital can be adequately met by utilizing 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” 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 is 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. These agreements are primarily for natural gas price risk management activities. At September 30, 2004, Mississippi Power had no material exposure related to these agreements.

Market Price Risk

Mississippi Power’s market risk exposures relative to interest rate changes have not changed materially compared with the December 31, 2003 reporting period. In addition, Mississippi 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, 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.

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     The fair values of derivative, fuel and energy contracts at September 30, 2004, were as follows:

                 
    Third Quarter    
    2004   Year-to-Date
    Changes
  Changes
    Fair Value
    (in thousands)
Contracts beginning of period
  $ 1,166     $ 2,470  
Contracts realized or settled
    (2,316 )     (5,772 )
New contracts at inception
           
Changes in valuation techniques
           
Current period changes (a)
    10,973       13,125  
 
   
 
     
 
 
Contracts at September 30, 2004
  $ 9,823     $ 9,823  
 
   
 
     
 
 

(a)   Current period changes also include the changes in fair value of new contracts entered into during the period.
                         
    Source of September 30, 2004,
    Valuation Prices
    Total   Maturity
    Fair Value
  Year 1
  1-3 Years
    (in thousands)
Actively quoted
  $ 12,820     $ 11,718     $ 1,102  
External sources
    (2,997 )     (2,937 )     (60 )
Models and other methods
                 
 
   
 
     
 
     
 
 
Contracts at September 30, 2004
  $ 9,823     $ 8,781     $ 1,042  
 
   
 
     
 
     
 
 

     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

In March 2004, Mississippi Power issued $40 million of Series F Floating Rate Senior Notes due March 9, 2009. The proceeds from this sale, along with other monies of Mississippi Power, were used to repay at maturity $80 million aggregate principal amount of Mississippi Power’s Series D Floating Rate Senior Notes due March 12, 2004.

     In April 2004, Mississippi Power issued 1,200,000 Depositary Shares ($30 million aggregate stated capital), each representing one-fourth of a share of 5.25% Series Preferred Stock, cumulative, par value $100 per share. The proceeds from this sale were primarily used to redeem other issues of higher cost preferred stock and the remainder was used for general corporate purposes.

     In addition to any financings that may be necessary to meet Mississippi Power’s capital requirements and contractual obligations, Mississippi Power plans to continue, when economically feasible, a program to retire higher-cost debt and replace these obligations with lower-cost capital if market conditions permit.

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AND
POWER COMPANY

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CONDENSED STATEMENTS OF INCOME (UNAUDITED)
                                 
    For the Three Months   For the Nine Months
    Ended September 30,
  Ended September 30,
    2004
  2003
  2004
  2003
    (in thousands)   (in thousands)
Operating Revenues:
                               
Retail sales
  $ 102,312     $ 95,364     $ 258,772     $ 234,378  
Sales for resale —
                               
Non-affiliates
    966       1,068       3,670       4,100  
Affiliates
    960       1,627       5,050       4,863  
Other revenues
    1,141       1,056       2,792       2,891  
 
   
 
     
 
     
 
     
 
 
Total operating revenues
    105,379       99,115       270,284       246,232  
 
   
 
     
 
     
 
     
 
 
Operating Expenses:
                               
Fuel
    15,106       18,060       39,713       42,079  
Purchased power —
                               
Non-affiliates
    2,373       1,136       9,102       3,763  
Affiliates
    35,966       26,017       85,241       67,110  
Other operations
    15,054       13,905       44,732       40,886  
Maintenance
    4,932       5,266       18,268       17,865  
Depreciation and amortization
    5,452       5,121       15,902       15,270  
Taxes other than income taxes
    4,190       4,026       11,582       11,125  
 
   
 
     
 
     
 
     
 
 
Total operating expenses
    83,073       73,531       224,540       198,098  
 
   
 
     
 
     
 
     
 
 
Operating Income
    22,306       25,584       45,744       48,134  
Other Income and (Expense):
                               
Interest expense, net of amounts capitalized
    (3,023 )     (2,378 )     (9,155 )     (7,472 )
Distributions on mandatorily redeemable preferred securities
          (685 )     (109 )     (2,055 )
Other income (expense), net
    530       784       109       214  
 
   
 
     
 
     
 
     
 
 
Total other income and (expense)
    (2,493 )     (2,279 )     (9,155 )     (9,313 )
 
   
 
     
 
     
 
     
 
 
Earnings Before Income Taxes
    19,813       23,305       36,589       38,821  
Income taxes
    7,262       8,927       13,391       14,638  
 
   
 
     
 
     
 
     
 
 
Net Income
    12,551       14,378       23,198       24,183  
Dividends on Preferred Stock
    675             825        
 
   
 
     
 
     
 
     
 
 
Net Income After Dividends on Preferred Stock
  $ 11,876     $ 14,378     $ 22,373     $ 24,183  
 
   
 
     
 
     
 
     
 
 

CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)

                                 
    For the Three Months   For the Nine Months
    Ended September 30,
  Ended September 30,
    2004
  2003
  2004
  2003
    (in thousands)   (in thousands)
Net Income After Dividends on Preferred Stock
  $ 11,876     $ 14,378     $ 22,373     $ 24,183  
Other comprehensive income (loss):
                               
Changes in fair value of qualifying hedges, net of tax of $8, $(457), $(2) and $(457), respectively
    12       (724 )     (3 )     (724 )
Less: Reclassification adjustment for amounts included in net income, net of tax of $9, $3, $39 and $3, respectively
    14       4       61       4  
 
   
 
     
 
     
 
     
 
 
COMPREHENSIVE INCOME
  $ 11,902     $ 13,658     $ 22,431     $ 23,463  
 
   
 
     
 
     
 
     
 
 

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 Nine Months
    Ended September 30,
    2004
  2003
    (in thousands)
Operating Activities:
               
Net income
  $ 23,198     $ 24,183  
Adjustments to reconcile net income to net cash provided from operating activities —
               
Depreciation and amortization
    17,671       16,836  
Deferred income taxes and investment tax credits, net
    10,465       1,375  
Pension, postretirement, and other employee benefits
    4,978       4,417  
Tax benefit of stock options
    682       860  
Other, net
    143       (3,095 )
Changes in certain current assets and liabilities —
               
Receivables, net
    (21,783 )     (4,607 )
Fossil fuel stock
    1,246       (375 )
Materials and supplies
    (575 )     (384 )
Other current assets
    (1,750 )     4,593  
Accounts payable
    (1,856 )     (1,647 )
Accrued taxes
    6,424       10,374  
Accrued compensation
    (1,543 )     (1,482 )
Other current liabilities
    (494 )     (2,518 )
 
   
 
     
 
 
Net cash provided from operating activities
    36,806       48,530  
 
   
 
     
 
 
Investing Activities:
               
Gross property additions
    (109,327 )     (27,469 )
Other
    (10,744 )     3,751  
 
   
 
     
 
 
Net cash used for investing activities
    (120,071 )     (23,718 )
 
   
 
     
 
 
Financing Activities:
               
Increase in notes payable, net
    20,784       6,148  
Proceeds —
               
Pollution control bonds
          13,870  
Other long-term debt
    10,000        
Preferred stock
    45,000        
Capital contributions from parent company
    31,000       5,000  
Redemptions —
               
Pollution control bonds
          (13,870 )
Senior notes
          (20,000 )
Other long-term debt
    (7 )     (420 )
Mandatorily redeemable preferred securities
    (40,000 )      
Payment of preferred stock dividends
    (150 )      
Payment of common stock dividends
    (17,400 )     (17,250 )
Other
    43       (153 )
 
   
 
     
 
 
Net cash provided from (used for) financing activities
    49,270       (26,675 )
 
   
 
     
 
 
Net Change in Cash and Cash Equivalents
    (33,995 )     (1,863 )
Cash and Cash Equivalents at Beginning of Period
    37,943       3,978  
 
   
 
     
 
 
Cash and Cash Equivalents at End of Period
  $ 3,948     $ 2,115  
 
   
 
     
 
 
Supplemental Cash Flow Information:
               
Cash paid during the period for —
               
Interest (net of $918 and $162 capitalized for 2004 and 2003, respectively)
  $ 6,276     $ 7,609  
Income taxes (net of refunds)
  $ 1,158     $ 1,900  

The accompanying notes as they relate to Savannah Electric are an integral part of these condensed financial statements.

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CONDENSED BALANCE SHEETS (UNAUDITED)
                 
    At September 30,   At December 31,
Assets
  2004
  2003
    (in thousands)
Current Assets:
               
Cash and cash equivalents
  $ 3,948     $ 37,943  
Receivables —
               
Customer accounts receivable
    29,896       19,674  
Unbilled revenues
    10,639       11,288  
Under recovered regulatory clause revenues
    14,477        
Other accounts and notes receivable
    825       1,138  
Affiliated companies
    3,288       4,872  
Accumulated provision for uncollectible accounts
    (1,011 )     (641 )
Fossil fuel stock, at average cost
    7,405       8,652  
Materials and supplies, at average cost
    9,646       9,070  
Prepaid income taxes
    19,684       24,419  
Prepaid expenses
    1,421       1,377  
Other
    2,329       623  
 
   
 
     
 
 
Total current assets
    102,547       118,415  
 
   
 
     
 
 
Property, Plant, and Equipment:
               
In service
    937,246       912,504  
Less accumulated provision for depreciation
    407,551       402,394  
 
   
 
     
 
 
 
    529,695       510,110  
Construction work in progress
    89,385       14,121  
 
   
 
     
 
 
Total property, plant, and equipment
    619,080       524,231  
 
   
 
     
 
 
Other Property and Investments
    2,391       2,248  
 
   
 
     
 
 
Deferred Charges and Other Assets:
               
Deferred charges related to income taxes
    9,165       9,611  
Cash surrender value of life insurance for deferred compensation plans
    24,173       23,866  
Unamortized debt issuance expense
    4,097       5,652  
Unamortized loss on reacquired debt
    8,116       7,488  
Other regulatory assets
    3,914       3,427  
Other
    14,588       14,983  
 
   
 
     
 
 
Total deferred charges and other assets
    64,053       65,027  
 
   
 
     
 
 
Total Assets
  $ 788,071     $ 709,921  
 
   
 
     
 
 

The accompanying notes as they relate to Savannah Electric are an integral part of these condensed financial statements.

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CONDENSED BALANCE SHEETS (UNAUDITED)

                 
    At September 30,   At December 31,
Liabilities and Stockholder's Equity
  2004
  2003
    (in thousands)
Current Liabilities:
               
Securities due within one year
  $ 30,961     $ 40,910  
Notes payable
    20,784        
Accounts payable —
               
Affiliated
    15,281       13,797  
Other
    9,087       13,147  
Customer deposits
    6,993       6,922  
Accrued taxes —
               
Income taxes
    2,257       1,172  
Other
    6,812       1,473  
Accrued interest
    4,332       2,802  
Accrued vacation pay
    2,581       2,530  
Accrued compensation
    4,109       5,652  
Other
    3,579       5,107  
 
   
 
     
 
 
Total current liabilities
    106,776       93,512  
 
   
 
     
 
 
Long-term Debt
    202,435       222,493  
 
   
 
     
 
 
Deferred Credits and Other Liabilities:
               
Accumulated deferred income taxes
    89,037       83,852  
Deferred credits related to income taxes
    9,040       9,804  
Accumulated deferred investment tax credits
    8,127       8,625  
Employee benefit obligations
    44,812       39,833  
Other cost of removal obligations
    40,531       36,843  
Miscellaneous regulatory liabilities
    13,434       12,932  
Other
    6,936       15,735  
 
   
 
     
 
 
Total deferred credits and other liabilities
    211,917       207,624  
 
   
 
     
 
 
Total Liabilities
    521,128       523,629  
 
   
 
     
 
 
Non-Cumulative Preferred Stock
    45,000        
 
   
 
     
 
 
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
    55,037       24,417  
Retained earnings
    114,829       109,856  
Accumulated other comprehensive loss
    (2,146 )     (2,204 )
 
   
 
     
 
 
Total common stockholder’s equity
    221,943       186,292  
 
   
 
     
 
 
Total Liabilities and Stockholder’s Equity
  $ 788,071     $ 709,921  
 
   
 
     
 
 

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
RESULTS OF OPERATIONS AND FINANCIAL CONDITION

THIRD QUARTER 2004 vs. THIRD QUARTER 2003
AND
YEAR-TO-DATE 2004 vs. YEAR-TO-DATE 2003

RESULTS OF OPERATIONS

Earnings

Savannah Electric’s net income after dividends on preferred stock for the third quarter and year-to-date 2004 was $11.9 million and $22.4 million, respectively, compared to $14.4 million and $24.2 million, respectively, for the corresponding periods of 2003. Earnings decreased by $2.5 million, or 17.4%, in the third quarter 2004 primarily due to higher operating expenses. Year-to-date 2004 earnings were down by $1.8 million, or 7.5%, as a result of higher operating expenses, partially offset by higher operating revenues.

     Significant income statement items appropriate for discussion include the following:

                                 
    Increase (Decrease)
    Third Quarter
  Year-To-Date
    (in thousands)   %   (in thousands)   %
Retail sales
  $ 6,948       7.3     $ 24,394       10.4  
Fuel expense
    (2,954 )     (16.4 )     (2,366 )     (5.6 )
Purchased power — non-affiliates
    1,237       108.9       5,339       141.9  
Purchased power — affiliates
    9,949       38.2       18,131       27.0  
Other operations expense
    1,149       8.3       3,846       9.4  
Interest expense, net of amounts capitalized
    645       27.1       1,683       22.5  
Dividends on preferred stock
    675       N/M       825       N/M  


N/M   Not meaningful

     Retail sales. Excluding fuel revenues, which do not affect net income, retail sales revenue remained stable in the third quarter 2004 and increased by $6.5 million, or 4.7%, year-to-date 2004 when compared to the corresponding periods in 2003. The year-to-date 2004 increase in retail revenues is primarily a result of favorable weather conditions in the first two quarters of 2004 and a 2.2% increase in the number of customers. Year-to-date 2004 energy sales to residential and commercial customers were higher by 8.7% and 6.2%, respectively. Industrial sales revenues, excluding fuel revenues, for year-to-date 2004 remained essentially constant as compared to the same period in 2003.

     Fuel expense. Fuel expense decreased in the third quarter and year-to-date 2004 primarily as a result of a decrease in generation, partially offset by higher cost of fuel. Generation decreased 14.3% for third quarter and 4.0% for year-to-date 2004 when compared to the prior year because Savannah Electric had opportunities to purchase power at prices less than its cost to generate. 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 Rate Filings” and Note (L) to the Condensed Financial Statements herein for additional information.

     Purchased power — non-affiliates. In the third quarter and year-to-date 2004, the increases in purchased power from non-affiliates are primarily due to higher demand and the opportunity to purchase this energy at a cost lower than self-generation or than available from affiliates. These transactions do not have a significant impact on earnings, as energy costs are generally recovered through the fuel cost recovery clause.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION

     Purchased power — affiliates. Purchased power from affiliates increased in the third quarter and year-to-date 2004 as compared to the same periods in the prior year primarily due to the availability of Southern Company system generation at prices below self-generation to meet increased sales demand. The capacity component of purchased power expense from affiliates is higher in year-to-date 2004 reflecting a greater write-down of deferred Wansley PPA costs, consistent with the accounting order approved by the Georgia PSC in December 2002, and higher capacity costs from affiliates. See Note 3 to the financial statements of Savannah Electric under “Retail Regulatory Matters” in Item 8 of the Form 10-K for additional information. The net impact of these transactions compared to the prior year was a $0.4 million decrease to expense for the third quarter and a $0.5 million increase year-to-date. Purchased power from affiliates also includes energy purchases which will vary depending on demand and cost of generation resources at each company. These energy costs are recovered through the fuel cost recovery clause and have no significant impact on earnings.

     Other operations expense. The increases for the third quarter and year-to-date 2004 as compared to the same periods in the prior year in other operations expense are attributed to increases in distribution expenses and administrative and general expenses. Distribution expenses increased $0.4 million, or 19.5%, and $0.6 million, or 10.7%, for the third quarter and year-to-date 2004, respectively, primarily as a result of storm-related expenses. Administrative and general expenses increased $0.5 million, or 7.6%, and $2.6 million, or 14.4%, for the third quarter and year-to-date 2004, respectively, primarily relating to accounting and auditing services, legal expenses, workers’ compensation claims and employee benefit expenses.

     Interest expense, net of amounts capitalized. The third quarter and year-to-date 2004 increases in this expense as compared to the same periods in the prior year are mainly due to an increase in long-term debt outstanding of $65 million. These increases were more than offset by decreases in distributions on mandatorily redeemable preferred securities. These preferred securities were redeemed in January 2004 with proceeds from senior notes issued in late 2003.

     Dividends on preferred stock. Dividends on preferred stock increased for the third quarter and year-to-date 2004 due to the issuance of 1,800,000 shares ($45 million aggregate par value) of 6.00% Series Preferred Stock, Non-Cumulative, Par Value $25 Per Share in June 2004. See FINANCIAL CONDITION AND LIQUIDITY — “Financing Activities” herein for additional information.

Future Earnings Potential

The results of operations discussed above are not necessarily indicative of future earnings potential. The level of future earnings depends on numerous factors including Savannah Electric’s 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 stricter environmental standards. Growth in energy sales is subject to a number of factors, which 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 Savannah Electric’s service area. For additional information relating to these issues, see BUSINESS – The SOUTHERN System — “Risk Factors” in Item 1 and MANAGEMENT’S DISCUSSION AND ANALYSIS — RESULTS OF OPERATIONS — “Future Earnings Potential” of Savannah Electric in Item 7 of the Form 10-K.

Environmental Matters

New Source Review Actions

Compliance costs related to the Clean Air Act and other environmental regulations could affect earnings if such costs cannot be recovered. See MANAGEMENT’S DISCUSSION AND ANALYSIS — RESULTS OF MANAGEMENT’S DISCUSSION AND ANALYSIS — RESULTS

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION

OF OPERATIONS — “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. As of March 15, 2004, civil penalties under the Clean Air Act were increased prospectively to a maximum of $32,500 per day, per violation. To the extent alleged violations under the New Source Review litigation are deemed to be continuing, this increased civil penalty amount could apply to such violations found to continue after that date.

     On May 3, 2004, the U.S. Supreme Court denied the EPA’s petition to review the Eleventh Circuit Court of Appeals’ decision in the EPA’s similar New Source Review enforcement action against the TVA. The case against Savannah Electric had been effectively stayed pending this final resolution of the TVA case. At this time, no party to the case against Savannah Electric has sought to reopen that case, which remains administratively closed in the District Court for the Northern District of Georgia. An adverse outcome in this case could require substantial capital expenditures and could possibly require payment of substantial penalties that cannot be determined at this time. This could affect future results of operations, cash flows and possibly financial condition if such costs are not recovered through regulated rates.

Global Warming Litigation

On July 21, 2004, attorneys general from eight states, each outside of Southern Company’s service territory, and the corporation counsel for New York City filed a complaint in the U.S. District Court for the Southern District of New York against Southern Company and four other electric power companies. A nearly identical complaint was filed by three environmental groups in the same court. The complaints allege that the companies’ emissions of carbon dioxide, a greenhouse gas, contribute to global warming, which the plaintiffs assert is a public nuisance. Plaintiffs seek relief under the federal common law or, in the alternative, under state law, of public nuisance. The environmental groups also seek relief under common law private nuisance theories. The plaintiffs seek a judicial order (1) holding each defendant jointly and severally liable for creating, contributing to, and/or maintaining an ongoing public nuisance, global warming and (2) permanently enjoining each of the defendants to abate its contribution to the nuisance by capping its emissions of carbon dioxide and then reducing those emissions by a specified percentage each year for at least a decade. Plaintiffs have not, however, requested that damages be awarded in connection with their claims. Southern Company believes these claims are without merit and notes that the complaint cites no statutory or regulatory basis for the claims. Southern Company and the other defendants have filed motions to dismiss both lawsuits. Southern Company intends to vigorously defend against these claims. While the outcome of this matter cannot be determined at this time, an adverse judgment could result in substantial capital expenditures.

Other Environmental Matters

On April 21, 2004, the EPA published the final regional nitrogen oxide reduction rules applicable to the State of Georgia. These rules specified that the State of Georgia must submit a revised state implementation plan by April 2005, and affected sources must comply with the reduction requirements by May 1, 2007. However, on October 22, 2004, the EPA announced it was granting a petition for reconsideration filed with the EPA by a coalition of Georgia industries. The EPA will stay implementation of the rule, as it relates to the State of Georgia, while it initiates rulemakings to address the petition. The impact of the nitrogen oxide reduction rules will depend on the outcome of the petition for reconsideration and/or any subsequent development and approval of the State of Georgia’s state implementation plan and cannot be determined at this time.

     On May 5, 2004, the EPA published proposed amendments to its Regional Haze rules with respect to Best Available Retrofit Technology guidelines and requirements. The impact of these regulations will depend on the development and implementation of the final rules and implementation by the state and therefore cannot be determined at this time.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION

FERC and Georgia PSC Matters

Market-Based Rate Authority

See MANAGEMENT’S DISCUSSION AND ANALYSIS — RESULTS OF OPERATIONS — “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” in Item 8 of the Form 10-K. On April 14, 2004, the FERC issued an order that abandoned the SMA test and adopted a new interim analysis for measuring generation market power. This new interim approach requires utilities to submit a pivotal supplier analysis and a wholesale market share analysis, the results of which provide a rebuttable presumption regarding generation market power. The FERC’s order also sets forth procedures for rebutting these presumptions and addresses mitigation measures for those entities that are found to have market power. In the absence of specific mitigation measures, the order includes several cost-based mitigation measures that would apply by default. The FERC also initiated a new rulemaking proceeding that, among other things, will adopt a final methodology for assessing generation market power.

     On July 8, 2004, the FERC denied Southern Company’s request for rehearing, along with a number of others, and reaffirmed the interim tests that it adopted in April. Southern Company submitted the required analyses on August 9, 2004. In that filing, Southern Company passed the pivotal supplier analysis for all markets and the wholesale market share analysis for all markets except the Southern Company control area. Southern Company also submitted other analyses to demonstrate that it lacks generation market power. This filing remains pending at the FERC. Southern Company, along with other utilities, has also filed an appeal of the FERC’s April 14, 2004 order with the Circuit Court of Appeals in Washington, D.C. 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, 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.

Transmission

See MANAGEMENT’S DISCUSSION AND ANALYSIS – RESULTS OF OPERATIONS — “Future Earnings Potential — FERC Matters — Transmission” of Savannah Electric in Item 7 of the Form 10-K for information on the FERC’s order related to RTOs and the FERC’s notice of proposed rulemaking regarding open access transmission service and standard electricity market design.

Plant McIntosh Construction Project

See MANAGEMENT’S DISCUSSION AND ANALYSIS – RESULTS OF OPERATIONS — “Future Earnings Potential — FERC Matters — Southern Power PPAs” of Savannah Electric in Item 7 and Note 3 to the financial statements of Savannah Electric under “FERC Matters” in Item 8 of the Form 10-K for information regarding PPAs between Southern Power and Savannah Electric and Georgia Power for Plant McIntosh capacity. In April 2003, Southern Power applied for FERC approval of these PPAs. In July 2003, the FERC accepted the PPAs to become effective June 1, 2005, subject to refund, and ordered that hearings be held. To ensure the timely completion of construction on McIntosh units 10 and 11 and their availability in the summer of 2005 as supply side resources for the retail customers in the State of Georgia, on May 7, 2004, Savannah Electric and Georgia Power requested the Georgia PSC to direct them to acquire the McIntosh construction project. Savannah Electric and Georgia Power proposed to place the units in rate base at a cost approved by the Georgia PSC and to recover the unit operation and maintenance costs as retail service expenses as may be approved by the Georgia PSC. The Georgia PSC issued such an order on May 18, 2004 and the transfer occurred on May 24, 2004. On May 20, 2004, Southern Power filed a request to withdraw the PPAs and to terminate the ongoing

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FERC proceedings. On August 4, 2004, the FERC issued a notice that it allowed the request to withdraw the PPAs to be accepted and to become effective by operation of law on July 20, 2004. However, the FERC made no determination on what additional steps may need to be taken with respect to testimony provided in the proceedings. The ultimate outcome of this matter cannot now be determined.

     The May 18, 2004 Georgia PSC order also directed Georgia Power and Savannah Electric to file an application within 10 days of completing such purchase to amend the resource certificate granted by the Georgia PSC in 2002 to describe the capacity resource as being the McIntosh units 10 and 11 (as opposed to the McIntosh PPAs), the approximate construction schedule (which is not expected to change) and the proposed rate base treatment. The application was filed on June 3, 2004 and the Georgia PSC will have 180 days to respond. The Georgia PSC is expected to review the application in accordance with its affiliate transaction guidelines, which require a lower of cost or market approach unless otherwise determined by the Georgia PSC. Georgia Power and Savannah Electric have submitted information showing that the book cost of the McIntosh construction project is lower than its market value. In direct testimony filed on October 14, 2004, the Georgia PSC staff proposed a different valuation that shows the market value for the Plant McIntosh construction project is less than book value. Georgia Power and Savannah Electric disagree with the proposed valuation methodology. Georgia Power and Savannah Electric plan to file rebuttal testimony in November with hearings being held in that same month. The Georgia PSC is expected to issue a final order in this matter in December 2004. However, full recovery of the project costs depends on the outcome of the Georgia PSC’s review. In the event the Georgia PSC does not allow full recovery of the project costs, then part of such costs may have to be written off in accordance with FASB Statement No. 90, “Accounting for Abandonments and Disallowed Plant Costs.” At September 30, 2004, the investment in the McIntosh construction project totaled approximately $74.2 million for Savannah Electric. The ultimate outcome of the Georgia PSC’s review cannot now be determined. See Note (J) to the Condensed Financial Statements herein for additional information.

Fuel Cost Recovery Rate Filings

On March 23, 2004, Savannah Electric submitted a request to the Georgia PSC for an accounting order which, if approved by the Georgia PSC, would have allowed for the cost of a coal transloader then under construction to be amortized over 24 months through fuel expense and recovered through Savannah Electric’s fuel cost recovery clause. The transloader allows foreign coal to be off-loaded from ships at Savannah Electric’s Plant Kraft dock and then transferred by rail to Plant McIntosh. On June 24, 2004, the Georgia PSC denied Savannah Electric’s request for this accounting order. Consequently, accumulated project costs were recorded as construction work in progress in June 2004 and were to be depreciated over the project’s estimated useful life of 35 years once placed in service.

     On July 30, 2004, Savannah Electric filed for a fuel cost recovery rate increase with the Georgia PSC. The increase will allow for the recovery of fuel costs based on an estimate of future costs, as well as the collection of the existing under recovery of fuel expenses, over a two-year period. The amount under recovered at September 30, 2004 is approximately $14.5 million and is included in Savannah Electric’s Condensed Balance Sheets herein. On October 25, 2004, the Georgia PSC approved Savannah Electric’s request, with no significant modifications. The approved increase will allow for the recovery of approximately $161 million in fuel costs, which includes an estimate of future fuel costs over the next twelve months and recovery of the existing under recovered fuel balance, over the next 24 months. The approved fuel rate increase also includes the recovery of approximately $3.5 million in costs associated with the coal transloader to be amortized over a 21-month period, which the Georgia PSC had denied in June 2004. The new rates will become effective in November 2004. See Note (L) to the Condensed Financial Statements herein for additional information.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION

Retail Rate Case

Savannah Electric is currently preparing testimony and exhibits for a base retail rate case, which is expected to be filed with the Georgia PSC in late November or early December 2004. It is expected that an increase in retail revenues will be requested to recover the investment in the McIntosh combined cycle plant, continued investment in new transmission and distribution facilities to support growth and improve reliability and increasing operating expenses, in part, to meet new laws and regulations. A decision by the Georgia PSC is expected in mid-year 2005.

Other Matters

On October 22, 2004, President Bush signed the American Jobs Creation Act of 2004 (the Jobs Act) into law. The Jobs Act represents the most significant revision to the Internal Revenue Code since 1986. Congress must still develop the regulations that will implement the requirements of the Jobs Act. Savannah Electric is currently assessing the impact of the Jobs Act on its taxable income. However, Savannah Electric currently does not expect the Jobs Act to have a material impact on its financial statements.

     At the end of September, Kerr-McGee Corporation, one of Savannah Electric’s largest industrial customers, shut down one of its three production lines at its Savannah, Georgia facility. The annual reduction in base revenues is not expected to have a material impact on Savannah Electric’s financial statements.

     Effective September 30, 2004, Savannah Electric retired Units 4 and 5 at Plant Riverside. The remaining units at the plant will be retired on May 31, 2005. These retirements will have no material impact on Savannah Electric’s financial statements.

     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, 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 litigation against Savannah Electric cannot be predicted at this time; however, management does not anticipate that the liabilities, if any, arising from such current proceedings would have a material adverse effect on Savannah Electric’s financial statements.

     See the Notes to the Condensed Financial Statements herein for discussion of various contingencies and other matters 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

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RESULTS OF OPERATIONS AND FINANCIAL CONDITION

Form 10-K for a complete discussion of Savannah Electric’s critical accounting policies and estimates related to Electric Utility Regulation and Contingent Obligations.

New Accounting Standards

On March 31, 2004, Savannah Electric prospectively adopted FASB Interpretation No. 46R, “Consolidation of Variable Interest Entities,” which requires the primary beneficiary of a variable interest entity to consolidate the related assets and liabilities. See Note 6 to the financial statements of Savannah Electric under “Mandatorily Redeemable Preferred Securities” in Item 8 of the Form 10-K regarding Savannah Electric’s redemption of all outstanding preferred securities in January 2004 and the dissolution of the issuing trust. Therefore, the adoption of Interpretation No. 46R had no impact on Savannah Electric’s financial statements.

     In the third quarter 2004, Savannah Electric prospectively adopted FASB Staff Position (FSP) 106-2, “Accounting and Disclosure Requirements related to the Medicare Prescription Drug, Improvement, and Modernization Act of 2003 (the Medicare Act).” The Medicare Act provides a 28% prescription drug subsidy for Medicare eligible retirees. FSP 106-2 requires recognition of the impacts of the Medicare Act in the accumulated post-retirement benefit obligation (APBO) and future cost of service for post-retirement medical plans and may be applied retroactively to the enactment of the Medicare Act in December 2003 or prospectively effective for the third quarter 2004. Savannah Electric elected to apply this treatment prospectively. The effect of the subsidy reduced Savannah Electric’s expenses for the three months ended September 30, 2004 by approximately $0.1 million and is expected to have a similar impact on future expenses. The subsidy’s impact on the post-retirement medical plan APBO was a reduction of approximately $3.5 million. However, the ultimate impact on future periods is subject to federal regulations governing the subsidy created in the Medicare Act being finalized. See Note (G) to the Condensed Financial Statements herein for additional information.

FINANCIAL CONDITION AND LIQUIDITY

Overview

Major changes in Savannah Electric’s financial condition during the first nine months of 2004 included the addition of approximately $109.3 million to utility plant, which includes the Plant McIntosh combined cycle construction project. See Note (J) to the Condensed Financial Statements herein for additional information. The funds for these additions and other capital requirements were derived primarily from operating activities, issuance of securities, capital contributions from Southern Company and short-term debt. See Savannah Electric’s Condensed Statements of Cash Flows herein for further details.

Capital Requirements and Contractual Obligations

Reference is made to 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, purchase commitments and trust funding requirements. Approximately $31 million will be required by September 30, 2005 for maturities of long term debt. The projected construction program will increase by $83.1 million and $7.6 million in 2004 and 2005, respectively, for the Plant McIntosh combined cycle construction project and the projected purchased power commitments will decrease by $25.3 million in 2005-2006, $28.2 million in 2007-2008 and $158.0 million beyond 2008 as a result of the purchase of the construction project.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION

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 both internal and external funds. These sources include cash flows from operating activities and issuances of unsecured debt, preferred stock and pollution control bonds issued for Savannah Electric’s benefit by public authorities and capital contributions from Southern Company. The amount, type and timing of any future financings, if needed, will depend upon market conditions and regulatory approval. See BUSINESS — “Financing Programs” in Item 1 of the Form 10-K for additional information.

     Savannah Electric’s current liabilities exceed current assets because of 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, Savannah Electric had at September 30, 2004 approximately $3.9 million of cash and cash equivalents and $50 million of unused committed credit arrangements with banks, of which $10 million expires in 2004, $30 million expires in 2005 and $10 million expires in 2007. Of the unused credit arrangements expiring in 2004 and 2005, $40 million include two year term loan options executable at the expiration date. Savannah Electric expects to renew its credit facilities, as needed, prior to expiration. The credit arrangements provide liquidity support to some of Savannah Electric’s obligations with respect to its variable rate debt and its commercial paper. 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 September 30, 2004, Savannah Electric had $12.8 million of commercial paper and $8.0 million of extendible commercial notes outstanding. Management believes that the need for working capital can be adequately met by utilizing lines of credit and access to the financial markets.

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 is 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. These agreements are primarily for natural gas price risk management activities. At September 30, 2004, Savannah Electric had no material exposure related to these agreements.

Market Price Risk

Savannah Electric’s market risk exposures relative to interest rate changes have not changed materially compared with the December 31, 2003 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 and, to a lesser extent, similar contracts for gas and oil purchases. 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
RESULTS OF OPERATIONS AND FINANCIAL CONDITION

     The fair value of derivative energy contracts at September 30, 2004 was as follows:

                 
    Third Quarter    
    2004   Year-to-Date
    Changes
  Changes
    Fair Value
    (in thousands)
Contracts beginning of period
  $ 1,583     $ 463  
Contracts realized or settled
    (1,034 )     (1,816 )
New contracts at inception
           
Changes in valuation techniques
           
Current period changes (a)
    1,676       3,578  
 
   
 
     
 
 
Contracts at September 30, 2004
  $ 2,225     $ 2,225  
 
   
 
     
 
 

(a)   Current period changes also include the changes in fair value of new contracts entered into during the period.
                         
    Source of September 30, 2004
    Valuation Prices
    Total   Maturity
    Fair Value
  Year 1
  1-3 Years
            (in thousands)
Actively quoted
  $ 2,251     $ 1,947     $ 304  
External sources
    (26 )     (26 )      
Models and other methods
                 
 
   
 
     
 
     
 
 
Contracts at September 30, 2004
  $ 2,225     $ 1,921     $ 304  
 
   
 
     
 
     
 
 

     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.

Financing Activities

Savannah Electric received contributions to capital from Southern Company in May 2004 in the amount of $31 million to help finance the purchase of the Plant McIntosh construction project. See Note (J) to the Condensed Financial Statements herein for additional information.

     In June 2004, Savannah Electric issued 1,800,000 shares ($45 million aggregate par value) of 6.00% Series Preferred Stock, Non-Cumulative, Par Value $25 Per Share. The proceeds from this sale were used to repay a portion of its outstanding short-term indebtedness that had been incurred primarily to finance the purchase of the Plant McIntosh construction project.

     Subsequent to September 30, 2004, Savannah Electric has entered into interest rate hedging transactions related to the anticipated issuance of senior notes totaling approximately $30 million. The notes are expected to be issued in 2004. Further, Savannah Electric also entered into an interest rate hedging transaction related to $13.9 million of its outstanding tax-exempt auction rate securities. The interest rate swap will fix Savannah Electric’s interest cost related to these securities beginning in 2005 and continuing through 2007.

     In addition to any financings that may be necessary to meet Savannah Electric’s capital requirements and contractual obligations, Savannah Electric plans to continue, when economically feasible, a program to retire higher-cost debt and replace these obligations with lower-cost capital if market conditions permit.

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CONDENSED STATEMENTS OF INCOME (UNAUDITED)
                                 
    For the Three Months   For the Nine Months
    Ended September 30,
  Ended September 30,
    2004
  2003
  2004
  2003
    (in thousands)   (in thousands)
Operating Revenues:
                               
Sales for resale —
                               
Non-affiliates
  $ 58,417     $ 93,251     $ 218,148     $ 212,517  
Affiliates
    128,111       112,258       322,124       253,627  
Contract termination
                      80,000  
Other revenues
    2,413       3,115       7,023       8,200  
 
   
 
     
 
     
 
     
 
 
Total Operating Revenues
    188,941       208,624       547,295       554,344  
 
   
 
     
 
     
 
     
 
 
Operating Expenses:
                               
Fuel
    35,460       49,440       109,793       104,676  
Purchased power —
                               
Non-affiliates
    16,697       18,399       56,115       49,959  
Affiliates
    24,699       43,399       95,681       93,001  
Other operations
    13,919       12,362       42,173       30,597  
Maintenance
    3,431       2,253       10,850       4,733  
Depreciation and amortization
    12,789       11,634       38,363       26,240  
Taxes other than income taxes
    2,686       3,132       8,083       6,495  
 
   
 
     
 
     
 
     
 
 
Total operating expenses
    109,681       140,619       361,058       315,701  
 
   
 
     
 
     
 
     
 
 
Operating Income
    79,260       68,005       186,237       238,643  
Other Income and (Expense):
                               
Interest expense, net of amounts capitalized
    (18,582 )     (13,587 )     (45,491 )     (17,930 )
Other income (expense), net
    (161 )     (1,288 )     1,603       (1,159 )
 
   
 
     
 
     
 
     
 
 
Total other income and (expense)
    (18,743 )     (14,875 )     (43,888 )     (19,089 )
 
   
 
     
 
     
 
     
 
 
Earnings Before Income Taxes
    60,517       53,130       142,349       219,554  
Income taxes
    23,195       12,991       55,425       77,367  
 
   
 
     
 
     
 
     
 
 
Earnings Before Cumulative Effect of Accounting Change
    37,322       40,139       86,924       142,187  
Cumulative effect of accounting change —
less income taxes of $231 thousand
                      367  
 
   
 
     
 
     
 
     
 
 
Net Income
  $ 37,322     $ 40,139     $ 86,924     $ 142,554  
 
   
 
     
 
     
 
     
 
 

CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)

                                 
    For the Three Months   For the Nine Months
    Ended September 30,
  Ended September 30,
    2004
  2003
  2004
  2003
    (in thousands)   (in thousands)
Net Income
  $ 37,322     $ 40,139     $ 86,924     $ 142,554  
Other comprehensive income (loss):
                               
Changes in fair value of qualifying hedges, net of tax of $(128), $1,072, $(546) and $(7,492), respectively
    (205 )     1,711       (967 )     (12,276 )
Less: Reclassification adjustment for amounts included in net income, net of tax of $1,100, $794, $2,973 and $910, respectively
    1,758       1,265       4,741       1,969  
 
   
 
     
 
     
 
     
 
 
COMPREHENSIVE INCOME
  $ 38,875     $ 43,115     $ 90,698     $ 132,247  
 
   
 
     
 
     
 
     
 
 

     The accompanying notes as they relate to Southern Power are an integral part of these condensed financial statements.

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CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)
                 
    For the Nine Months
    Ended September 30,
    2004
  2003
    (in thousands)
Operating Activities:
               
Net income
  $ 86,924     $ 142,554  
Adjustments to reconcile net income
to net cash provided from operating activities —
               
Depreciation and amortization
    45,912       28,590  
Deferred income taxes and investment tax credits, net
    4,227       11,271  
Deferred capacity revenues
    36,270       26,097  
Tax benefit of stock options
    225        
Hedge settlements
          (93,298 )
Other, net
    (3,258 )     1,373  
Changes in certain current assets and liabilities —
               
Receivables, net
    (44,477 )     (28,757 )
Fossil fuel stock
    2,889       5,082  
Materials and supplies
    (1,634 )     (469 )
Other current assets
    13,208       (17,133 )
Accounts payable
    (16,936 )     (1,792 )
Accrued taxes
    31,979       17,272  
Accrued interest
    (16,400 )     (6,696 )
Other current liabilities
          151  
 
   
 
     
 
 
Net cash provided from operating activities
    138,929       84,245  
 
   
 
     
 
 
Investing Activities:
               
Gross property additions
    (113,522 )     (277,509 )
Sale of property to affiliates
    414,582        
Change in construction payables, net
    (14,499 )     (18,641 )
Other
    2,359       1,146  
 
   
 
     
 
 
Net cash provided from (used for) investing activities
    288,920       (295,004 )
 
   
 
     
 
 
Financing Activities:
               
Decrease in notes payable, net — affiliated
          (19,988 )
Increase (decrease) in notes payable, net
    (114,349 )     102,681  
Proceeds —
               
Senior notes
          575,000  
Capital contributions from parent company
          385  
Redemptions —
               
Other long-term debt
          (380,404 )
Capital distributions to parent company
    (113,000 )      
Payment of common stock dividends
    (187,000 )      
Other
    2,989       (9,133 )
 
   
 
     
 
 
Net cash provided from (used for) financing activities
    (411,360 )     268,541  
 
   
 
     
 
 
Net Change in Cash and Cash Equivalents
    16,489       57,782  
Cash and Cash Equivalents at Beginning of Period
    2,798       19,474  
 
   
 
     
 
 
Cash and Cash Equivalents at End of Period
  $ 19,287     $ 77,256  
 
   
 
     
 
 
Supplemental Cash Flow Information:
               
Cash paid during the period for —
               
Interest (net of $17,368 and $30,015 capitalized for 2004 and 2003, respectively)
  $ 50,857     $ 111,668  
Income taxes (net of refunds)
  $ 16,822     $ 60,266  

The accompanying notes as they relate to Southern Power are an integral part of these condensed financial statements.

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CONDENSED BALANCE SHEETS (UNAUDITED)
                 
    At September 30,   At December 31,
Assets
  2004
  2003
    (in thousands)
Current Assets:
               
Cash and cash equivalents
  $ 19,287     $ 2,798  
Receivables —
               
Customer accounts receivable
    13,226       10,772  
Other accounts receivable
          270  
Accumulated provision for uncollectible accounts
    (350 )     (350 )
Affiliated companies
    56,422       14,130  
Fossil fuel stock, at average cost
    2,909       5,798  
Materials and supplies, at average cost
    9,758       8,123  
Prepaid income taxes
          11,222  
Prepaid expenses
    2,578       2,528  
Other
    152       1,174  
 
   
 
     
 
 
Total current assets
    103,982       56,465  
 
   
 
     
 
 
Property, Plant, and Equipment:
               
In service
    1,823,625       1,831,139  
Less accumulated provision for depreciation
    98,408       60,005  
 
   
 
     
 
 
 
    1,725,217       1,771,134  
Construction work in progress
    204,437       504,097  
 
   
 
     
 
 
Total property, plant, and equipment
    1,929,654       2,275,231  
 
   
 
     
 
 
Deferred Charges and Other Assets:
               
Unamortized debt issuance expense
    15,481       18,315  
Accumulated deferred income taxes
    10,281       21,911  
Prepaid long-term service agreements
    35,193       21,728  
Other—
               
Affiliated
    6,455       12,790  
Other
    3,615       2,845  
 
   
 
     
 
 
Total deferred charges and other assets
    71,025       77,589  
 
   
 
     
 
 
Total Assets
  $ 2,104,661     $ 2,409,285  
 
   
 
     
 
 

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 BALANCE SHEETS (UNAUDITED)

                 
    At September 30,   At December 31,
Liabilities and Stockholder's Equity
  2004
  2003
    (in thousands)
Current Liabilities:
               
Securities due within one year
  $ 200     $ 200  
Notes payable
          114,347  
Accounts payable —
               
Affiliated
    23,669       51,442  
Other
    2,929       6,591  
Accrued taxes —
               
Income taxes
    23,528        
Other
    9,740       1,289  
Accrued interest
    13,612       30,012  
Other
    186       489  
 
   
 
     
 
 
Total current liabilities
    73,864       204,370  
 
   
 
     
 
 
Long-term Debt
    1,149,266       1,149,112  
 
   
 
     
 
 
Deferred Credits and Other Liabilities:
               
Deferred capacity revenues—
               
Affiliated
    65,332       28,799  
Other
          256  
Other—
               
Affiliated
    13,666       15,061  
Other
    134       211  
 
   
 
     
 
 
Total deferred credits and other liabilities
    79,132       44,327  
 
   
 
     
 
 
Total Liabilities
    1,302,262       1,397,809  
 
   
 
     
 
 
Common Stockholder’s Equity:
               
Common stock, par value $.01 per share —
               
Authorized - 1,000,000 shares
               
Outstanding - 1,000 shares
               
Paid-in capital
    737,537       850,312  
Retained earnings
    117,550       217,626  
Accumulated other comprehensive loss
    (52,688 )     (56,462 )
 
   
 
     
 
 
Total common stockholder’s equity
    802,399       1,011,476  
 
   
 
     
 
 
Total Liabilities and Stockholder’s Equity
  $ 2,104,661     $ 2,409,285  
 
   
 
     
 
 

The accompanying notes as they relate to Southern Power are an integral part of these condensed financial statements.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION

THIRD QUARTER 2004 vs. THIRD QUARTER 2003
AND
YEAR-TO-DATE 2004 vs. YEAR-TO-DATE 2003

RESULTS OF OPERATIONS

Earnings

Southern Power’s net income for the third quarter and year-to-date 2004 was $37.3 million and $86.9 million, respectively, compared to $40.1 million and $142.5 million for the corresponding periods of 2003. The decrease in third quarter 2004 earnings of $2.8 million, or 7.0%, is due to a reduction in the earnings from sales of uncontracted capacity as new PPAs have become effective. The decrease in year-to-date 2004 earnings of $55.6 million, or 39.0%, is primarily attributed to a one-time gain of $50 million recognized in May 2003 upon termination of PPAs with Dynegy, as well as the reduction in earnings from sales of uncontracted capacity. PPAs with Alabama Power and Georgia Power for Plants Harris Unit 1 and Franklin Unit 2 that began in June 2003 and with the Stanton joint owners for Stanton Unit A that began in October 2003 increased both affiliated and non-affiliated revenues, while significantly reducing uncontracted capacity. A new PPA with Georgia Power for Plant Harris Unit 2 began in June 2004 and further reduced uncontracted capacity. The previously uncontracted capacity that was available to the market from June 2003 through May 2004 consisted of approximately 800 MW: 600 MW from Plant Harris Unit 2 and 200 MW from Plant Franklin Unit 2.

     Significant income statement items appropriate for discussion include the following:

                                 
    Increase (Decrease)
    Third Quarter
  Year-To-Date
    (in thousands)   %   (in thousands)   %
Sales for resale — non-affiliates
  $ (34,834 )     (37.4 )   $ 5,631       2.6  
Sale for resale — affiliates
    15,853       14.1       68,497       27.0  
Fuel expense
    (13,980 )     (28.3 )     5,117       4.9  
Purchased power — non-affiliates
    (1,702 )     (9.3 )     6,156       12.3  
Purchased power — affiliates
    (18,700 )     (43.1 )     2,680       2.9  
Other operations expense
    1,557       12.6       11,576       37.8  
Maintenance expense
    1,178       52.3       6,117       129.2  
Depreciation and amortization
    1,155       9.9       12,123       46.2  
Taxes other than income taxes
    (446 )     (14.2 )     1,588       24.4  
Interest expense, net of amounts capitalized
    4,995       36.8       27,561       153.7  
Other income (expense), net
    1,127       87.5       2,762       238.3  
Income taxes
    10,204       78.5       (21,942 )     (28.4 )

     Sales for resale — non-affiliates. The decrease in non-affiliate sales for the third quarter 2004 relative to the same period in 2003 resulted from the inception of Georgia Power’s PPA for all the capacity of Plant Harris Unit 2 in June 2004; this capacity was therefore no longer available for non-affiliate sales. Year-to-date 2004 revenues from sales for resale to non-affiliates were higher when compared to the corresponding period in 2003. This increase was primarily due to additional wholesale capacity and energy sales to non-affiliates as a result of commercial operation of Plant Stanton A in October 2003.

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RESULTS OF OPERATIONS AND FINANCIAL CONDITION

     Sales for resale — affiliates. During the third quarter 2004, sales for resale to affiliates increased as compared to the same period in 2003 primarily due to energy and capacity sales to Georgia Power that commenced in June 2004 for Plant Harris Unit 2. For year-to-date 2004, revenues under this PPA, as well as a full nine months of revenues in 2004 for PPAs at Plant Harris Unit 1 and Plant Franklin Units 1 and 2 that began in June 2003 with both Alabama Power and Georgia Power, contributed to the increase. Revenues from sales to affiliated companies through the Southern Company system power pool and energy sales under PPAs will vary depending on demand and the availability and cost of generating resources accessible throughout the Southern Company system.

     Fuel expense. Fuel expense for the third quarter 2004 decreased when compared to third quarter 2003 primarily as a result of the Plant Harris Unit 2 PPA with Georgia Power, under which Georgia Power assumes fuel responsibility. Year-to-date 2004 fuel expense increased when compared to the same period in 2003 largely due to increased gas transportation expenses associated with Plant Harris Unit 2 prior to its commitment under the Georgia Power PPA. Significantly lower offsetting hedge gains in 2004 also contributed to the year-to-date increase. Southern Power’s existing PPAs generally provide that the purchasers are responsible for substantially all of the cost of fuel relating to the energy delivered under such PPAs; therefore, these cost increases do not have a significant impact on net income.

     Purchased power — non-affiliates. For third quarter 2004, the decrease in purchased power — non-affiliates when compared to the same period in 2003 is the result of lower demand due to milder weather and the availability of lower priced energy from affiliates or self generation. The year-to-date 2004 increase over the same period in 2003 is attributable to the increase in lower priced energy available from contracts with Georgia electric membership corporations and North Carolina municipalities.

     Purchased power — affiliates. The decrease in purchased power from affiliates during the third quarter 2004 compared to the same period in the prior year is the result of lower demand due to the milder weather and lower relative cost of Southern Power’s self generation. Expenses from purchased power transactions will vary depending on demand, availability and the cost of generating.

     Other operations and maintenance expenses. For the third quarter and year-to-date 2004, other operations and maintenance expenses increased when compared to the same periods in the prior year due mainly to expenses associated with the commercial operation of Plant Franklin Unit 2 and Plant Harris Units 1 and 2, which were all placed into commercial operation in June 2003, and Plant Stanton A, which was placed into commercial operation in October 2003.

     Depreciation and amortization. New generating units placed into service in June and October 2003 are the main reasons for the increases in depreciation and amortization in the third quarter and year-to-date 2004 as compared to the corresponding periods in the prior year.

     Taxes other than income taxes. During the third quarter 2004, taxes other than income taxes decreased from the same period in 2003 due to lower property tax rates resulting from a favorable settlement in the fourth quarter of 2003. Year-to-date 2004 taxes other than income taxes increased over 2003 as a result of the increased property tax base in October 2003 when Plant Stanton A entered service.

     Interest expense, net of amounts capitalized. In the third quarter and year-to-date 2004, interest expense, net of amounts capitalized increased when compared to the same periods in 2003 due to an increase in the amount of senior notes outstanding and a lower percentage of interest costs being capitalized as projects have reached completion. In addition, see Note (J) to the Condensed Financial Statements herein for information

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regarding the transfer of the Plant McIntosh Units 10 and 11 construction project to Georgia Power and Savannah Electric on May 24, 2004. In August 2004, Southern Power completed limited construction activities at the Plant Franklin Unit 3 to preserve the long-term viability of the project and indefinitely suspended further construction. Capitalized interest was stopped effective with the suspension date.

     Other income (expense), net. During the third quarter and year-to-date 2004, other income (expense), net increased due to gains on gas and electric hedge positions, both realized and unrealized, and as a result of a state taxable gain on the sale of Plant McIntosh Units 10 and 11 construction project to Georgia Power and Savannah Electric.

     Income taxes. The increase in income taxes for the third quarter 2004 are a direct result of the change in income items discussed above. The decrease in income taxes year-to-date 2004 corresponds to the decrease in pre-tax earnings due to the Dynegy settlement recorded in the second quarter of 2003.

Future Earnings Potential

The results of operations are not necessarily indicative of future earnings. The level of future earnings depends on numerous factors including completion of construction on new generating facilities, regulatory matters including those related to affiliate contracts, energy sales, creditworthiness of customers, total generating capacity available in the Super Southeast and the remarketing of capacity. Another major factor is federal regulatory policy, which may impact Southern Power’s level of participation in the wholesale energy market. For additional information relating to these issues, see Business — The SOUTHERN System — “Risk Factors” in Item 1 and MANAGEMENT’S DISCUSSION AND ANALYSIS — RESULTS OF OPERATIONS — “Future Earnings Potential” of Southern Power in Item 7 of the Form 10-K.

FERC Matters

Market-Based Rate Authority

See MANAGEMENT’S DISCUSSION AND ANALYSIS — RESULTS OF OPERATIONS — “Future Earnings Potential — FERC Matters — Market-Based Rate Authority” of Southern Power in Item 7 and Note 3 to the financial statements of Southern Power under “FERC Matters” in Item 8 of the Form 10-K. On April 14, 2004, the FERC issued an order that abandoned the SMA test and adopted a new interim analysis for measuring generation market power. This new interim approach requires utilities to submit a pivotal supplier analysis and a wholesale market share analysis, the results of which provide a rebuttable presumption regarding generation market power. The FERC’s order also sets forth procedures for rebutting these presumptions and addresses mitigation measures for those entities that are found to have market power. In the absence of specific mitigation measures, the order includes several cost-based mitigation measures that would apply by default. The FERC also initiated a new rulemaking proceeding that, among other things, will adopt a final methodology for assessing generation market power.

     On July 8, 2004, the FERC denied Southern Company’s request for rehearing, along with a number of others, and reaffirmed the interim tests that it adopted in April. Southern Company submitted the required analyses on August 9, 2004. In that filing, Southern Company passed the pivotal supplier analysis for all markets and the wholesale market share analysis for all markets except the Southern Company control area. Southern Company also submitted other analyses to demonstrate that it lacks generation market power. This filing remains pending at the FERC. Southern Company, along with other utilities, has also filed an appeal of the FERC’s April 14, 2004 order with the Circuit Court of Appeals in Washington, D.C. 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, which may be lower than negotiated market-based rates. The final

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RESULTS OF OPERATIONS AND FINANCIAL CONDITION

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.

Plant McIntosh Construction Project

See Note 3 to the financial statements of Southern Power under “FERC Matters” in Item 8 of the Form 10-K for information regarding PPAs between Southern Power and Georgia Power and Savannah Electric for Plant McIntosh Units 10 and 11 capacity. In April 2003, Southern Power applied for FERC approval of these PPAs. In July 2003, the FERC accepted the PPAs to become effective June 1, 2005, subject to refund, and ordered that hearings be held. To ensure the timely completion of construction on McIntosh Units 10 and 11 and their availability in the summer of 2005 as supply side resources for the retail customers in the State of Georgia, on May 7, 2004, Savannah Electric and Georgia Power requested the Georgia PSC to direct them to acquire the McIntosh construction project. Savannah Electric and Georgia Power proposed to place the units in rate base at a cost approved by the Georgia PSC and to recover the unit operation and maintenance costs as retail service expenses as may be approved by the Georgia PSC. The Georgia PSC issued such an order on May 18, 2004 and the transfer occurred on May 24, 2004. On May 20, 2004, Southern Power filed a request to withdraw the PPAs and to terminate the ongoing FERC proceedings. On August 4, 2004, the FERC issued a notice that it allowed the request to withdraw the PPAs to be accepted and to become effective by operation of law on July 20, 2004. However, the FERC made no determination on what additional steps may need to be taken with respect to testimony provided in the proceedings. The ultimate outcome of this matter cannot now be determined.

Transmission

See MANAGEMENT’S DISCUSSION AND ANALYSIS — RESULTS OF OPERATIONS — “Future Earnings Potential — FERC Matters — Transmission” of Southern Company in Item 7 of the Form 10-K for information on the FERC’s order related to RTOs and the FERC’s notice of proposed rulemaking regarding open access transmission service and standard electricity market design.

Power Sales Agreements

On August 12, 2004, Southern Power entered into two PPAs with Florida Power & Light (FP&L). Under the agreements, Southern Power will provide FP&L with a total of 790 megawatts of capacity annually from Plant Harris Unit 1 and Plant Franklin Unit 1 for the period from June 2010 through December 2015. The PPAs provide for fixed capacity payments and variable energy payments based on actual energy delivered. Additionally, FP&L will make payments for firm gas transportation. These contracts are contingent upon certain events, including approval of the Florida PSC. The final outcome of this matter cannot now be determined.

     Southern Power executed on August 26, 2004 multiple agreements with a new full-requirements customer. For the years 2005-2009, Southern Power will sell approximately 130 megawatts of additional wholesale capacity from existing resources to Flint Energies, a cooperative located in Reynolds, Georgia.

     See MANAGEMENT’S DISCUSSION AND ANALYSIS — RESULTS OF OPERATIONS — “Future Earnings Potential — General” and “- Power Sales Agreements” of Southern Power in Item 7 of the Form 10-K for additional information on long-term power sales agreements and 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 S&P or Moody’s downgrades the credit ratings of such counterparty to below-investment grade, or, if the counterparty is not rated, fails to maintain a minimum coverage ratio. The PPAs are expected to provide Southern Power with a stable source of revenue during their respective terms.

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     In June 2003, Southern Power placed Plant Franklin Unit 2 and Plant Harris Units 1 and 2 into commercial operation. In October 2003, Southern Power placed Plant Stanton A into commercial operation. In June 2004, sales under PPAs with Georgia Power for the remaining 200 MW of uncontracted capacity at Plant Franklin Unit 2 and for Plant Harris Unit 2 began. Sales under PPAs for the other units became effective upon commercial operation. The opportunity for non-affiliate sales from uncontracted capacity has declined significantly since these PPAs became effective.

Other Construction Projects

In October 2004, a partnership between Southern Company and the Orlando Utilities Commission (OUC) was selected by the U.S. Department of Energy (DOE) to build and operate a 285 MW coal-gasification facility. The facility will be located at OUC’s Stanton Energy Center near Orlando, Florida, site of the existing gas-fired 630 MW Stanton A unit co-owned by Southern Power, OUC and others. Southern Power will own and operate the Southern Company portion of the project. The project will demonstrate a coal gasification technology that has been under development, in partnership with the DOE, at Southern Company’s power systems development facility near Birmingham, Alabama. The project is scheduled to begin commercial operation in early 2010, with a projected total cost of $557 million. The DOE will contribute approximately $235 million of the cost.

     In August 2004, Southern Power completed limited construction activities on Plant Franklin Unit 3 to preserve the long-term viability of the project and indefinitely suspended further construction. Final completion is not anticipated until the 2008-2011 period. See Note 3 to the financial statements of Southern Power under “Uncontracted Generating Capacity” in Item 8 of the Form 10-K for additional information. The final outcome of these matters cannot now be determined.

Other Matters

On October 22, 2004, President Bush signed the American Jobs Creation Act of 2004 (Jobs Act) into law. The Jobs Act represents the most significant revision to the Internal Revenue Code since 1986. Congress must still develop the regulations that will implement the requirements of the Jobs Act. Southern Power is currently assessing the impact of the Jobs Act on its taxable income. However, Southern Power currently does not expect the Jobs Act to have a material impact on its financial statements.

     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, 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 litigation against Southern Power cannot be predicted at this time; however, management does not anticipate that the liabilities, if any, arising from such current proceedings would have a material adverse effect on Southern Power’s financial statements.

     See also the Notes to the Condensed Financial Statements herein for discussion of various contingencies and other matters which may affect future earnings potential.

Environmental Matters

See MANAGEMENT’S DISCUSSION AND ANALYSIS — RESULTS OF OPERATIONS — “Future Earnings Potential — Environmental Matters” of Southern Power in Item 7 of the Form 10-K for information on the

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RESULTS OF OPERATIONS AND FINANCIAL CONDITION

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.

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.

FINANCIAL CONDITION AND LIQUIDITY

Overview

The major change in Southern Power’s financial condition during the first nine months of 2004 was the sale of the Plant McIntosh Units 10 and 11 combined cycle construction project to Georgia Power and Savannah Electric at a final book cost of $415 million. See Note (J) to the Condensed Financial Statements herein for additional information. As a result of the sale, Southern Power repaid its note payable to Southern Company of $89 million, returned $225 million to Southern Company ($113 million from capital surplus and $112 million from retained earnings) and repaid $114 million in commercial paper borrowings. In September 2003, the SEC had approved, under the PUHCA, Southern Power’s payment of dividends in an amount up to $190 million to Southern Company from capital surplus. In September 2004, Southern Power declared and paid $75 million in additional dividends to Southern Company, bringing the dividends paid out of retained earnings to $187 million.

Capital Requirements and Contractual Obligations

Reference is made to 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. The sale of the Plant McIntosh Units 10 and 11 construction project and the suspension of construction activities at Plant Franklin Unit 3 have eliminated the current need for short-term borrowings under the commercial paper program. The projected construction program will decrease by $202 million and $41 million in 2004 and 2005, respectively, for the Plant McIntosh combined cycle construction project as a result of the sale of the project.

Sources of Capital

In February 2003, Southern Power initiated a commercial paper program to fund a portion of the construction costs of new generating facilities. The amount of commercial paper initially represented approximately 45% of total debt, but proceeds from the sale of the Plant McIntosh Units 10 and 11 construction project were used to repay $24 million of outstanding commercial paper early in the third quarter of 2004. Southern Power’s strategy

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has been to refinance most of such short-term borrowings with long-term securities following commercial operation of the generating facilities. At September 30, 2004, there was no commercial paper outstanding. See Note 6 to the financial statements of Southern Power under “Commercial Paper” in Item 8 of the Form 10-K for additional information.

     To meet liquidity and capital resource requirements, Southern Power had at September 30, 2004 $19.3 million in cash and equivalents and $325 million of an unused committed credit arrangement with banks expiring in 2006. Reflecting the change in Southern Power’s future construction needs following the sale of the McIntosh construction project, the committed credit arrangement was reduced from $650 million to $325 million. This arrangement also provides liquidity support for Southern Power’s commercial paper program. Amounts drawn under the arrangements may be used to finance acquisition and construction costs related to gas-fired electric generating facilities and for general corporate purposes, subject to borrowing limitations for each generating facility. The arrangements permit Southern Power to fund construction of future generating facilities upon meeting certain requirements. Southern Power expects to renew its credit facility, as needed, prior to expiration.

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 contracts that could require collateral — but not accelerated payment — in the event of a credit rating change to below investment grade. These contracts are primarily for physical electricity purchases and sales, fixed-price physical gas purchases and agreements covering interest rate swaps. Generally, collateral may be provided by a Southern Company guaranty, letter of credit or cash. At September 30, 2004, the maximum potential collateral requirements were approximately $179 million.

     Southern Power 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. These agreements are primarily for natural gas price risk management activities. At September 30, 2004, Southern Power had no material exposure related to these agreements.

Market Price Risk

Southern Power’s market risk exposures relative to interest rate changes have not changed materially compared with the December 31, 2003 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.

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RESULTS OF OPERATIONS AND FINANCIAL CONDITION

Unrealized gains and losses on electric and gas contracts qualifying as cash flow hedges of anticipated purchases and sales are deferred in Other Comprehensive Income. The fair values of derivative energy contracts at September 30, 2004 were as follows:

                 
    Third Quarter    
    2004   Year-to-Date
    Changes
  Changes
    Fair Value
    (in thousands)
Contracts beginning of period
  $ (39 )   $ 665  
Contracts realized or settled
    (23 )     (522 )
New contracts at inception
           
Changes in valuation techniques
           
Current period changes (a)
    9       (196 )
 
   
 
     
 
 
Contracts at September 30, 2004
  $ (53 )   $ (53 )
 
   
 
     
 
 

(a)   Current period changes also include the changes in fair value of new contracts entered into during the period.
                         
    Source of September 30, 2004
    Valuation Prices
    Total   Maturity
    Fair Value
  Year 1
  1-3 Years
    (in thousands)
Actively quoted
  $ 32     $ 32     $  
External sources
    (85 )     (85 )      
Models and other methods
                 
 
   
 
     
 
     
 
 
Contracts at September 30, 2004
  $ (53 )   $ (53 )   $  
 
   
 
     
 
     
 
 

     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 6 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, M, N, O, P
 
   
Alabama Power
  A, B, C, D, F, G, M
 
   
Georgia Power
  A, B, C, D, F, G, I, J
 
   
Gulf Power
  A, B, C, D, F, G, O
 
   
Mississippi Power
  A, B, C, D, F, G, K
 
   
Savannah Electric
  A, B, C, D, F, G, J, L
 
   
Southern Power
  A, B, F, J

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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 financial statements of the registrants included herein have been prepared by each registrant, without audit, pursuant to the rules and regulations of the SEC. In the opinion of each registrant’s management, the information regarding such registrant furnished herein reflects all adjustments necessary to present fairly the results of operations for the periods ended September 30, 2004 and 2003. 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 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 each of the registrants in Item 8 and “Legal Proceedings” in Item 3 of the Form 10-K for information relating to various lawsuits and other contingencies.
 
    NEW SOURCE REVIEW ACTIONS AND PLANT WANSLEY ENVIRONMENTAL LITIGATION
 
    See Note 3 to the financial statements of Southern Company, Alabama Power, Georgia Power, Gulf Power, Mississippi Power and Savannah Electric under “New Source Review Actions” and of Southern Company and Georgia Power under “Plant Wansley Environmental Litigation” in Item 8 of the Form 10-K. As of March 15, 2004, civil penalties under the Clean Air Act were increased prospectively to a maximum of $32,500 per day, per violation. To the extent alleged violations under either the New Source Review litigation or Plant Wansley environmental litigation are deemed to be continuing, this increased civil penalty amount could apply to such violations found to continue after that date.
 
    On May 3, 2004, the U.S. Supreme Court denied the EPA’s petition to review the Eleventh Circuit Court of Appeals’ decision in the EPA’s similar New Source Review enforcement action against the TVA. The cases against Alabama Power, Georgia Power and Savannah Electric had been effectively stayed pending this final resolution of the TVA case. On June 16, 2004, the U.S. District Court for the Northern District of Alabama lifted the stay of the New Source Review litigation against Alabama Power, placing the case back onto the District Court’s active docket. At this time, no party to the case against Georgia Power and Savannah Electric has sought to reopen that case, which remains administratively closed in the District Court for the Northern District of Georgia. On June 10, 2004, the U.S. District Court for the Northern District of Georgia granted Georgia Power’s motion in the Plant Wansley environmental litigation for partial summary judgment regarding emission offsets. The case has been removed from the court’s trial calendar due to pending motions for summary judgment, and a new trial date has not been scheduled. An adverse outcome in any one of these cases could require substantial capital expenditures and could possibly require payment of substantial penalties that cannot be determined at this time.

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    This could affect future results of operations, cash flows and possibly financial condition if such costs are not recovered through regulated rates.
 
    MIRANT RELATED MATTERS
 
    Southern Company Employee Savings Plan Litigation
 
    On June 30, 2004, an employee of a subsidiary of Southern Company filed a complaint in the United States District Court for the Northern District of Georgia alleging violations of the Employee Retirement Income Security Act of 1974, as amended (ERISA), and naming as defendants Southern Company, Southern Company Services, Inc., the Employee Savings Plan Committee, the Pension Fund Investment Review Committee, certain current and former members of those committees, Merrill Lynch Trust Company, FSB and “Unknown Defendants 1-100.” The plaintiff seeks to represent a purported class of individuals who were participants in or beneficiaries of The Southern Company Employee Savings Plan (the Plan) at any time since April 2, 2001 whose Plan accounts included investments in Mirant common stock.
 
    The complaint alleges that the defendants breached their fiduciary duties under ERISA by, among other things, failing to investigate whether Mirant stock was an appropriate investment option for the Plan and by failing to inform Plan participants that Mirant stock was not an appropriate investment for their retirement assets based on Mirant’s alleged improper energy trading and accounting practices, mismanagement and dire circumstances. The plaintiff seeks class-wide equitable and monetary relief. Southern Company denies any wrongdoing and intends to defend this action vigorously. The final outcome of this matter cannot now be determined.
 
    Under certain circumstances, Southern Company will be obligated under its Bylaws to indemnify the current and former officers who served as members of the Employee Savings Plan Committee and/or the Pension Fund Investment Review Committee at or since the date of the spin-off and are named as defendants in the lawsuit.
 
    Mirant Bankruptcy
 
    See Note 3 to the financial statements of Southern Company under “Mirant Related Matters — Mirant Bankruptcy” in Item 8 of the Form 10-K. On April 7, 2004, the U.S. Bankruptcy Court judge presiding over Mirant’s proceedings ordered that an examiner be appointed and identified a number of duties for the examiner, including preliminary investigation of potential causes of action against insiders, past or present, of Mirant. On April 13, 2004, the judge approved the appointment of William K. Snyder as examiner. In an April 29, 2004 order, the judge further defined the duties of the examiner, including the investigation of any potential causes of action or any basis for objecting to or subordinating any claim that may be available to Mirant against any past or present insider or any member of a committee appointed in Mirant’s bankruptcy proceeding. As a former shareholder of Mirant, Southern Company could be considered a past insider. On June 14, 2004, Mirant’s bankruptcy counsel notified Southern Company that it is investigating potential claims against Southern Company. Southern Company has produced documents in response to requests by Mirant’s bankruptcy counsel and is fully cooperating in the investigation. The final outcome of these matters cannot now be determined.
 
    See Note 3 to the financial statements of Southern Company under “Mirant Bankruptcy” and Note 5 to the financial statements of Southern Company in Item 8 of the Form 10-K and Note (N) herein for information related to potential contingent liabilities as a result of Mirant’s inclusion in the consolidated federal income tax return prior to the spin-off. In connection with the audit of tax years 2000 and 2001,

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NOTES TO THE CONDENSED FINANCIAL STATEMENTS: (Continued)

    the IRS has preliminarily indicated that they may challenge certain tax deductions arising from Mirant’s operations prior to the spin-off. The ultimate outcome of this matter cannot now be determined.
 
    Mobile Energy Services’ Petition for Bankruptcy
 
    See Note 3 to the financial statements of Southern Company under Mirant Related Matters — “Mobile Energy Services’ Petition for Bankruptcy” in Item 8 of the Form 10-K. On April 29, 2004, Mobile Energy Services Holdings (MESH) sold the electric generating facility. In connection with the sale, the pulp and paper complex owners released Southern Company from its contingent obligations associated with the guarantee of certain potential environmental obligations and with the potential obligation to fund a maintenance reserve account. Southern Company simultaneously released MESH from its indemnification obligations.
 
    FERC MATTERS
 
    See Note 3 to the financial statements of Southern Company, Alabama Power, Georgia Power, Gulf Power, Mississippi Power, Savannah Electric and Southern Power under “FERC Matters” in Item 8 of the Form 10-K. On April 14, 2004, the FERC issued an order that abandoned the SMA test and adopted a new interim analysis for measuring generation market power. This new interim approach requires utilities to submit a pivotal supplier analysis and a wholesale market share analysis, the results of which provide a rebuttable presumption regarding generation market power. The FERC’s order also sets forth procedures for rebutting these presumptions and addresses mitigation measures for those entities that are found to have market power. In the absence of specific mitigation measures, the order includes several cost-based mitigation measures that would apply by default. The FERC also initiated a new rulemaking proceeding that, among other things, will adopt a final methodology for assessing generation market power.
 
    On July 8, 2004, the FERC denied Southern Company’s request for rehearing, along with a number of others, and reaffirmed the interim tests that it adopted in April. Southern Company submitted the required analyses on August 9, 2004. In that filing, Southern Company passed the pivotal supplier analysis for all markets and the wholesale market share analysis for all markets except the Southern Company control area. Southern Company also submitted other analyses to demonstrate that it lacks generation market power. This filing remains pending at the FERC. Southern Company, along with other utilities, has also filed an appeal of the FERC’s April 14, 2004 order with the Circuit Court of Appeals in Washington, D.C. In the event that the FERC’s default mitigation measures are ultimately applied, Southern Power and the retail operating companies may be required to charge cost-based rates for certain wholesale sales, 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.
 
    INCOME TAX MATTERS
 
    See Note 3 to the financial statements of Southern Company under “Income Tax Issues — Leveraged Lease Transactions” in Item 8 of the Form 10-K. In connection with their current audits of Southern Company’s consolidated federal income tax returns for the 2000 and 2001 tax years, the IRS has indicated that they intend to propose a similar adjustment of $18 million to disallow the tax losses associated with the international leveraged lease transaction originally challenged in their 1996-1999 audits, a lease-in lease-out (LILO) transaction. The original adjustment of $30 million included approximately $6.5 million of interest. Recently several taxpayers have reached settlements with the IRS

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    related to LILO transactions. Southern Company has recently submitted the issue to the IRS appeals division with a request for an accelerated review, which could result in a settlement. If Southern Company is unable to resolve the issue in the IRS appeals division, Southern Company will continue to pursue litigation. The IRS has also preliminarily indicated that they may challenge Southern Company’s other three international leveraged lease transactions (so-called SILO or sale-in-lease-out transactions). If the IRS is ultimately successful in disallowing the tax deductions related to all four international leveraged lease transactions beginning with the 2000 tax year, Southern Company could be subject to additional interest charges of up to $24 million. Additionally, although the payment of the tax liability, exclusive of this interest, would not affect Southern Company’s results of operations, 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. The ultimate outcome of these matters cannot now be determined.
 
    GULF POWER PERSONAL INJURY LITIGATION
 
    See Note 3 to the financial statements of Gulf Power under “Personal Injury Litigation” in Item 8 of the Form 10-K for additional information. This matter was the subject of an appeal to Florida’s First District Court of Appeal. In May 2004, the court affirmed the result of the jury’s verdict without submitting a written opinion, thereby preempting Gulf Power’s right to appeal the case to the Florida Supreme Court. Therefore, in June 2004 Gulf Power paid the judgment amount and accrued interest. As a result of insurance coverage, there was no material impact on Gulf Power’s financial statements.
 
(C)   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.
                                                 
    Balance at   Liabilities   Liabilities           Cash Flow   Balance at
    12/31/03
  Incurred
  Settled
  Accretion
  Revisions
  09/30/04
    (in millions)
Alabama Power
  $ 359     $     $     $ 18     $     $ 377  
Georgia Power
    476             (2 )     23             497  
Gulf Power
    4                   1       1       6  
Mississippi Power
    2                   2       1       5  
Savannah Electric
    4                               4  
Southern Company
  $ 845     $     $ (2 )   $ 44     $ 2     $ 889  

(D)   On March 31, 2004, Southern Company and the retail operating companies prospectively adopted FASB Interpretation No. 46R, “Consolidation of Variable Interest Entities,” which requires the primary beneficiary of a variable interest entity to consolidate the related assets and liabilities. The adoption of FASB Interpretation No. 46R had no impact on the net income of Southern Company or the retail operating companies. However, as a result of the adoption, Southern Company and the retail operating companies deconsolidated certain wholly-owned trusts established to issue preferred securities since Southern Company and the retail operating companies do not meet the definition of primary beneficiary established by FASB Interpretation No. 46R. Therefore, the investments in these trusts are reflected as Equity Investments in Unconsolidated Subsidiaries for Alabama Power and Georgia Power and as Other Investments for Southern Company, Gulf Power and Mississippi Power. The related loans from the

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NOTES TO THE CONDENSED FINANCIAL STATEMENTS: (Continued)

    trusts to Southern Company and the retail operating companies are reflected as Long-term Debt Payable to Affiliated Trusts on the accompanying Condensed Balance Sheets.
 
    This treatment resulted in the following increases in both total assets and total liabilities as of March 31, 2004 (in millions):
         
Alabama Power
  $ 9  
Georgia Power
    29  
Gulf Power
    2  
Mississippi Power
    1  
Southern Company
    60  

    In addition, Southern Company consolidated its 85% limited partnership investment in an energy/telecom venture capital fund that was previously accounted for under the equity method. At September 30, 2004, Southern Company’s investment totaled $26.3 million. During the third quarter of 2004, Southern Company terminated new investments in this fund; however, additional contributions to existing investments will still occur. Southern Company has committed to a maximum investment of $50 million. The assets of the venture capital fund are included in Cash and Other Investments on the accompanying Condensed Balance Sheets.
 
(E)   See Note 1 to the financial statements of Southern Company under “Stock Options” and Note 8 to the financial statements of Southern Company 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 accounts for options granted in accordance with Accounting Principles Board Opinion No. 25; thus, no compensation expense is recognized because the exercise price of all options granted equaled the fair market value on the date of the grant. The estimated fair values of stock options granted during the three-month and nine-month periods ending September 30, 2004 and 2003 have been derived using the Black-Scholes stock option pricing model. The following table shows the assumptions and the weighted average fair values of these stock options:
                                 
    Three   Three   Nine   Nine
    Months   Months   Months   Months
    Ended   Ended   Ended   Ended
    September 30,   September 30,   September 30,   September 30,
    2004
  2003
  2004
  2003
Interest rate
    3.8 %     3.1 %     3.1 %     2.7 %
Average expected life of stock options (in years)
    5.0       4.3       5.0       4.3  
Expected volatility of common stock
    19.0 %     21.7 %     19.6 %     23.6 %
Expected annual dividends on common stock
  $ 1.43     $ 1.40     $ 1.40     $ 1.37  
Weighted average fair value of stock options granted
  $ 3.34     $ 3.38     $ 3.29     $ 3.59  

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NOTES TO THE CONDENSED FINANCIAL STATEMENTS: (Continued)

    The pro forma impact of fair-value accounting for options granted on net income is as follows:
                 
    As Reported
  Pro Forma
Three Months Ended September 30, 2004
               
Net income (in millions)
  $ 644     $ 641  
Earnings per share (dollars):
               
Basic
  $ 0.87     $ 0.87  
Diluted
  $ 0.87     $ 0.87  
Three Months Ended September 30, 2003
               
Net income (in millions)
  $ 619     $ 614  
Earnings per share (dollars):
               
Basic
  $ 0.85     $ 0.84  
Diluted
  $ 0.84     $ 0.83  
Nine Months Ended September 30, 2004
               
Net income (in millions)
  $ 1,328     $ 1,315  
Earnings per share (dollars):
               
Basic
  $ 1.80     $ 1.78  
Diluted
  $ 1.79     $ 1.77  
Nine Months Ended September 30, 2003
               
Net income (in millions)
  $ 1,349     $ 1,336  
Earnings per share (dollars):
               
Basic
  $ 1.86     $ 1.84  
Diluted
  $ 1.85     $ 1.83  

    Diluted Earnings Per Share
                                 
    Three Months   Three Months   Nine Months   Nine Months
    Ended   Ended   Ended   Ended
(in thousands)   September 30,   September 30,   September 30,   September 30,
 
  2004
  2003
  2004
  2003
As reported shares
    739,345       729,816       738,056       724,462  
Effect of options
    4,350       5,039       4,215       5,208  
Diluted shares
    743,695       734,855       742,271       729,670  

(F)   See Note 6 to the financial statements of Southern Company, Alabama Power, Georgia Power, Gulf Power, Mississippi Power, Savannah Electric and Southern Power under “Financial Instruments” in Item 8 of the Form 10-K. At September 30, 2004, the fair value of derivative energy contracts was reflected in the financial statements as follows:
                                                         
    Southern   Alabama   Georgia   Gulf   Mississippi   Savannah   Southern
    Company
  Power
  Power
  Power
  Power
  Electric
  Power
    Amounts
    (in thousands)
Regulatory liabilities, net
  $ 58,261     $ 22,488     $ 15,367     $ 6,198     $ 11,962     $ 2,246     $  
Other comprehensive income (loss)
    (201 )     (322 )                 (2,144 )           (73 )
Net income
    (1,974 )     22       27       4       5       (21 )     20  
 
   
 
     
 
     
 
     
 
     
 
     
 
     
 
 
Total fair value
  $ 56,086     $ 22,188     $ 15,394     $ 6,202     $ 9,823     $ 2,225     $ (53 )
 
   
 
     
 
     
 
     
 
     
 
     
 
     
 
 

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    For the three months and nine months ended September 30, 2004 and 2003, the amounts recognized in income for derivative energy contracts that are not hedges, for Southern Company, Alabama Power, Georgia Power, Gulf Power, Mississippi Power, Savannah Electric and Southern Power were immaterial.
 
    In addition, the pre-tax gains that will be reclassified from Other Comprehensive Income to Fuel Expense by Southern Company for the twelve month period ended September 30, 2005 are immaterial.
 
    At September 30, 2004, Southern Company had $3.2 billion notional amount of interest rate swaps outstanding with net fair value gains of $13.9 million as follows:
 
    Fair Value Hedges
                             
                        Fair Value Gain (Loss)
    Notional   Fixed Rate   Variable   Maturity   September 30, 2004
    Amount
  Received
  Rate Paid
  Date
  (in millions)
Southern Company
  $400 million     5.3 %   6-month LIBOR (in arrears)
less 0.103%
  February 2007   $ 19.3  
 
                           
Southern Company
  $40 million     7.625 %   6-month LIBOR (in arrears)
plus 2.9225%
  December 2009   $ 1.5  

    Cash Flow Hedges
                             
            Weighted       Fair Value
        Variable   Average       Gain (Loss)
    Notional   Rate   Fixed Rate   Maturity   September 30, 2004
    Amount
  Received
  Paid
  Date
  (in millions)
Alabama Power
  $536 million   BMA Index     2.007 %   January 2007   $ 2.9  
Alabama Power
  $195 million   3-month LIBOR     1.89 %   April 2006   $ 2.3  
Alabama Power
  $250 million   3-month LIBOR     5.676 %   March 2035   $ (13.6 )
Alabama Power
  $220 million   3-month LIBOR     3.4145 %   November 2007   $ (0.4 )
Georgia Power
  $250 million   3-month LIBOR plus 0.125%     1.96 %   February 2005   $ 0.2  
Georgia Power
  $50 million   3-month LIBOR plus 0.10%     1.5625 %   January 2005   $ 0.1  
Georgia Power
  $873 million   BMA Index     1.3878 %   December 2004   $ 0.7  
Georgia Power
  $250 million   3-month LIBOR     4.6629 %   February 2015   $ 1.2  
Georgia Power
  $100 million   3-month LIBOR     5.029 %   December 2015   $ (0.3 )
Savannah Electric
  $20 million   3-month LIBOR plus 0.375%     2.055 %   December 2004   $ 0.0  

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NOTES TO THE CONDENSED FINANCIAL STATEMENTS: (Continued)

    For the twelve month period ended September 30, 2005, the following table reflects the estimated pre-tax losses that will be reclassified from Other Comprehensive Income to Interest Expense.
         
    (in millions)
Alabama Power
  $ (4.7 )
Georgia Power
    (2.7 )
Gulf Power
    (0.3 )
Savannah Electric
    (0.1 )
Southern Power
    (11.0 )
 
Southern Company
  $ (18.8 )

(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 and nine-month periods ending September 30, 2004 and 2003 are as follows:
                                                 
    Southern   Alabama   Georgia   Gulf   Mississippi   Savannah
PENSION PLANS (in millions)
  Company
  Power
  Power
  Power
  Power
  Electric
Three Months Ended
September 30, 2004
                                               
Service cost
  $ 32     $ 8     $ 10     $ 1     $ 2     $ 1  
Interest cost
    67       18       25       3       3       1  
Expected return on plan assets
    (114 )     (34 )     (45 )     (5 )     (5 )     (1 )
Recognized net gain
    (3 )     (1 )     (2 )                  
Net amortization
    5       (1 )     2                    
Net cost (income)
  $ (13 )   $ (10 )   $ (10 )   $ (1 )   $     $ 1  
Nine Months Ended
September 30, 2004
                                               
Service cost
  $ 96     $ 24     $ 30     $ 3     $ 6     $ 3  
Interest cost
    203       54       77       9       9       3  
Expected return on plan assets
    (340 )     (104 )     (135 )     (15 )     (15 )     (3 )
Recognized net gain
    (5 )     (3 )     (4 )                  
Net amortization
    13       1       6                    
Net cost (income)
  $ (33 )   $ (28 )   $ (26 )   $ (3 )   $     $ 3  
Three Months Ended
September 30, 2003
                                               
Service cost
  $ 29     $ 7     $ 10     $ 1     $ 1     $ 1  
Interest cost
    65       17       25       3       3       1  
Expected return on plan assets
    (112 )     (35 )     (45 )     (5 )     (4 )     (1 )
Recognized net gain
    (11 )     (3 )     (5 )                  
Net amortization
    4       1       2                    
Net cost (income)
  $ (25 )   $ (13 )   $ (13 )   $ (1 )   $     $ 1  
Nine Months Ended
September 30, 2003
                                               
Service cost
  $ 87     $ 21     $ 30     $ 3     $ 3     $ 3  
Interest cost
    195       51       75       9       9       3  
Expected return on plan assets
    (336 )     (105 )     (135 )     (15 )     (12 )     (3 )
Recognized net gain
    (33 )     (9 )     (15 )                  
Net amortization
    12       3       6                    
Net cost (income)
  $ (75 )   $ (39 )   $ (39 )   $ (3 )   $     $ 3  

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NOTES TO THE CONDENSED FINANCIAL STATEMENTS: (Continued)

                                                 
POSTRETIREMENT PLANS   Southern   Alabama   Georgia   Gulf   Mississippi   Savannah
(in millions)
  Company
  Power
  Power
  Power
  Power
  Electric
Three Months Ended
September 30, 2004
                                               
Service cost
  $ 7     $ 2     $ 3     $     $     $  
Interest cost
    21       5       9       1       1       1  
Expected return on plan assets
    (13 )     (5 )     (6 )                  
Net amortization
    8       3       3                    
Net cost (income)
  $ 23     $ 5     $ 9     $ 1     $ 1     $ 1  
Nine Months Ended
September 30, 2004
                                               
Service cost
  $ 21     $ 6     $ 7     $     $     $  
Interest cost
    69       17       31       3       3       3  
Expected return on plan assets
    (37 )     (13 )     (18 )                  
Net amortization
    26       7       13                    
Net cost (income)
  $ 79     $ 17     $ 33     $ 3     $ 3     $ 3  
Three Months Ended
September 30, 2003
                                               
Service cost
  $ 6     $ 2     $ 2     $     $     $  
Interest cost
    23       6       10       1       1       1  
Expected return on plan assets
    (12 )     (4 )     (6 )                  
Net amortization
    8       2       4                    
Net cost (income)
  $ 25     $ 6     $ 10     $ 1     $ 1     $ 1  
Nine Months Ended
September 30, 2003
                                               
Service cost
  $ 18     $ 6     $ 6     $     $     $  
Interest cost
    69       18       30       3       3       3  
Expected return on plan assets
    (36 )     (12 )     (18 )                  
Net amortization
    24       6       12                    
Net cost (income)
  $ 75     $ 18     $ 30     $ 3     $ 3     $ 3  

    In the third quarter 2004, Southern Company prospectively adopted FASB Staff Position (FSP) 106-2, “Accounting and Disclosure Requirements related to the Medicare Prescription Drug, Improvement, and Modernization Act of 2003 (the Medicare Act).” The Medicare Act provides a 28% prescription drug subsidy for Medicare eligible retirees. FSP 106-2 requires recognition of the impacts of the Medicare Act in the accumulated post-retirement benefit obligation (APBO) and future cost of service for post-retirement medical plans and may be applied retroactively to the enactment of the Medicare Act in December 2003 or prospectively effective for the third quarter 2004. Southern Company elected to apply this treatment prospectively. As shown in the following table (amounts in millions), the effect of the subsidy reduced Southern Company’s expenses for the three months ended September 30, 2004 by approximately $5 million and is expected to have a similar impact on future expenses. The subsidy’s impact on the post-retirement medical plan APBO was a reduction of approximately $182 million. However, the ultimate impact on future periods is subject to federal regulations governing the subsidy created in the Medicare Act which are being finalized.
                 
    Expense
  APBO
Alabama Power
  $ (1.6 )   $ (60.0 )
Georgia Power
    (2.3 )     (72.0 )
Gulf Power
    (0.2 )     (8.0 )
Mississippi Power
    (0.2 )     (8.0 )
Savannah Electric
    (0.1 )     (3.5 )
Southern Company
  $ (5.0 )   $ (182.0 )

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NOTES TO THE CONDENSED FINANCIAL STATEMENTS: (Continued)

(H)   See Note 1 to Southern Company’s financial statements under “Leveraged Leases” in Item 8 of the Form 10-K. In June 2004, Southern Company completed the purchase from Keyspan Corporation and subsequent leaseback of the Ravenswood Expansion Facility, a 250 megawatt combined cycle gas turbine facility in New York, New York. The cost of the facility was approximately $385 million. Southern Company’s net initial investment in the leveraged lease was approximately $68 million.
 
(I)   On July 1, 2004, Georgia Power filed a request with the Georgia PSC for an approximate 7 percent increase in retail revenues, effective January 1, 2005. The requested increase is based on a future test year ending July 31, 2005 and a proposed retail return on common equity of 12.5 percent.
 
    The increase in retail revenues is being requested to cover the higher costs of purchased power; operating and maintenance expenses; environmental compliance; and continued investment in new generation, transmission and distribution facilities to support growth and ensure reliability. Hearings on Georgia Power’s filed testimony were held in September 2004. In direct testimony filed on October 14, 2004, the Georgia PSC staff proposed certain adjustments to Georgia Power’s general rate case filing that indicate a $57 million revenue surplus. Georgia Power disagrees with a majority of the staff’s proposed adjustments. The hearings on the staff testimony were held in October 2004. Georgia Power plans to file rebuttal testimony in November 2004 with hearings on that testimony being held in the same month. Georgia Power expects the Georgia PSC to issue a final order in this matter during December 2004. The final outcome of this matter cannot now be determined. See Note 3 to the financial statements of Southern Company under “Georgia Power Retail Rate Orders” and of Georgia Power under “Retail Rate Orders” in Item 8 of the Form 10-K for additional information.
 
(J)   See Note 3 to the financial statements of Georgia Power, Savannah Electric and Southern Power under “FERC Matters” in Item 8 of the Form 10-K for information regarding PPAs between Southern Power and Georgia Power and Savannah Electric for Plant McIntosh capacity.
 
    In April 2003, Southern Power applied for FERC approval of these PPAs. In July 2003, the FERC accepted the PPAs to become effective June 1, 2005, subject to refund, and ordered that hearings be held. To ensure the timely completion of construction on McIntosh units 10 and 11 and their availability in the summer of 2005 as supply side resources for the retail customers in the State of Georgia, on May 7, 2004, Savannah Electric and Georgia Power requested the Georgia PSC to direct them to acquire the McIntosh construction project. Savannah Electric and Georgia Power proposed to place the units in rate base at a cost approved by the Georgia PSC and to recover the unit operation and maintenance costs as retail service expenses as may be approved by the Georgia PSC. The Georgia PSC issued such an order on May 18, 2004 and the transfer occurred on May 24, 2004. On May 20, 2004, Southern Power filed a request to withdraw the PPAs and to terminate the ongoing FERC proceedings. On August 4, 2004, the FERC issued a notice that it allowed the request to withdraw the PPAs to be accepted and to become effective by operation of law on July 20, 2004. However, the FERC made no determination on what additional steps may need to be taken with respect to testimony provided in the proceedings. The ultimate outcome of this matter cannot now be determined.
 
    The May 18, 2004 Georgia PSC order also directed Georgia Power and Savannah Electric to file an application within 10 days of completing such purchase to amend the resource certificate granted by the Georgia PSC in 2002 to describe the capacity resource as being the McIntosh units 10 and 11 (as opposed to the McIntosh PPAs), the approximate construction schedule (which is not expected to change) and the proposed rate base treatment. The application was filed on June 3, 2004 and the Georgia PSC will have 180 days to respond. The Georgia PSC is expected to review the application in accordance with its affiliate transaction guidelines, which require a lower of cost or market approach unless otherwise determined by the Georgia PSC. Georgia Power and Savannah Electric have submitted

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NOTES TO THE CONDENSED FINANCIAL STATEMENTS: (Continued)

    information showing that the book cost of the McIntosh construction project is lower than its market value. In direct testimony filed on October 14, 2004 the Georgia PSC staff proposed a different valuation that shows the market value for the Plant McIntosh construction project is less than book value. Georgia Power and Savannah Electric disagree with the proposed valuation methodology. However, full recovery of the project costs depends on the outcome of the Georgia PSC’s review. The Georgia PSC is expected to issue a final order in this matter in December 2004. In the event the Georgia PSC does not allow full recovery of the project costs, then part of such costs may have to be written off in accordance with FASB Statement No. 90, “Accounting for Abandonments and Disallowed Plant Costs.” At September 30, 2004, the investment in the McIntosh construction project totaled approximately $381.1 million and $74.2 million for Georgia Power and Savannah Electric, respectively. The ultimate outcome of the Georgia PSC’s review cannot now be determined.
 
(K)   See Note 3 to the financial statements of Southern Company under “Mississippi Power Regulatory Filing” and Mississippi Power under “Retail Regulatory Filing” in Item 8 of the Form 10-K regarding Mississippi Power’s request with the Mississippi PSC to reclassify 266 megawatts of Plant Daniel Units 3 and 4 generating capacity not currently included in jurisdictional cost of service and to modify certain provisions of the PEP used to set Mississippi Power’s retail base rates and the Mississippi PSC’s interim order creating a $60.3 million regulatory liability issued in December 2003. The Mississippi PSC held hearings on these matters in April 2004 and a final decision was issued on May 25, 2004. The Mississippi PSC approved Mississippi Power’s request to reclassify the 266 megawatts of Plant Daniel unit 3 and 4 capacity to jurisdictional cost of service effective January 1, 2004, and authorized Mississippi Power to include the related costs and revenue credits in jurisdictional rate base, cost of service and revenue requirement calculations for purposes of retail rate recovery. Mississippi Power will amortize the regulatory liability established pursuant to the Mississippi PSC’s interim order in December to earnings as follows: $16.5 million in 2004, $25.1 million in 2005, $13.0 million in 2006 and $5.7 million in 2007, resulting in increases to earnings in each of those years.
 
    In addition, the Mississippi PSC also approved Mississippi Power’s requested changes to PEP, including the use of a forward-looking test year, with appropriate oversight; annual, rather than semi-annual, filings; and certain changes to the performance indicator mechanisms. Rate changes will be limited to 4% of retail revenues annually under the revised PEP. The Mississippi PSC will review all aspects of PEP in 2007.
 
    See Note 1 to the financial statements of Mississippi Power under “Provision for Property Damage” in Item 8 of the Form 10-K. As a result of the restoration costs associated with Hurricane Ivan, an estimated amount of $7.6 million has been charged to the provision for property damage in September 2004, leaving a balance in the reserve of $0.3 million.
 
(L)   On March 23, 2004, Savannah Electric submitted a request to the Georgia PSC for an accounting order which, if approved by the Georgia PSC, would have allowed for the cost of a coal transloader then under construction to be amortized over 24 months through fuel expense and recovered through Savannah Electric’s fuel cost recovery clause. The transloader allows foreign coal to be off-loaded from ships at Savannah Electric’s Plant Kraft dock, and then transferred by rail to Plant McIntosh. On June 24, 2004, the Georgia PSC denied Savannah Electric’s request for this accounting order. Consequently, accumulated project costs were recorded as construction work in progress in June 2004 and were to be depreciated over the projects estimated useful life of 35 years once placed in service.
 
    In a separate action, on July 30, 2004, Savannah Electric filed for a fuel cost recovery rate increase with the Georgia PSC. The increase will allow for the recovery of fuel costs based on an estimate of future costs, as well as the collection of the existing under recovery of fuel expenses, over a two-year period. The amount under recovered at September 30, 2004 is approximately $14.5 million. On October 25,

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NOTES TO THE CONDENSED FINANCIAL STATEMENTS: (Continued)

    2004, the Georgia PSC approved Savannah Electric’s request, with no significant modifications. The approved increase will allow for the recovery of approximately $161 million in fuel costs, which includes an estimate of future fuel costs over the next 12 months and recovery of the existing under recovered fuel balance over the next 24 months. The approved fuel rate increase also includes the recovery of approximately $3.5 million in costs associated with the coal transloader to be amortized over a 21-month period, which the Georgia PSC had denied in June 2004. The new rates will become effective in November 2004.
 
(M)   On August 2, 2004, Alabama Power made a filing with the Alabama PSC to establish a specific rate mechanism for the recovery of retail costs associated with environmental laws, regulations or other such mandates. On October 5, 2004, the Alabama PSC voted to approve the rate mechanism as filed. The rate mechanism will begin operation in January 2005 and provide for the recovery of these costs pursuant to a factor that will be calculated annually. Environmental costs to be recovered would include (1) applicable operation and maintenance expenses, (2) depreciation and a return on invested capital beginning with 2005 investments and (3) a true up of prior period over/under recovery amounts. It is anticipated that for the first two years of the increase, retail rates will increase by approximately 1% ($33 million) in 2005 and approximately an additional 1% ($30 million) in 2006. In conjunction with the Alabama PSC’s approval, Alabama Power agreed to a moratorium until March 2007 on any retail rate increase under the previously approved Rate Stabilization and Equalization Plan. Any increase in March 2007 would be based upon the earned return on retail common equity at December 31, 2006. See Note 3 to the financial statements of Southern Company under “Retail Rate Adjustment Procedures” and of Alabama Power under “Alabama Power Retail Rate Adjustment Procedures” in Item 8 of the Form 10-K for further information on the Rate Stabilization and Equalization Plan.
 
    In a separate action, on October 19, 2004, Alabama Power received approval from the Alabama PSC to record its hurricane related operation and maintenance expenses in the natural disaster reserve, thereby deferring the approximately $41 million negative balance at September 30, 2004, for recovery in future periods in a manner which minimizes the impact on customers. This asset is included in Other Regulatory Assets in the accompanying Condensed Balance Sheet. See Note 1 to the financial statements of Alabama Power under “Natural Disaster Reserve” in Item 8 of the Form 10-K for additional information.
 
(N)   See Note 7 to the financial statements of Southern Company under “Guarantees” in Item 8 of the Form 10-K for information regarding guarantees made to certain counterparties regarding performance of contractual commitments by Mirant’s trading and marketing subsidiaries. During the third quarter of 2004, Mirant rejected in bankruptcy, and the bankruptcy court approved the rejection, of two contracts covered by Southern Company guarantees. As a result, in September 2004, Southern Company recorded reserves for its estimated exposure under these guarantees, which are included in other income and (expense) on the accompanying Consolidated Statements of Income and are not material. In October 2004, Southern Company paid approximately $1.1 million to extinguish all further liabilities under one of these guarantees, which had a notional amount of $5 million. Therefore, the total notional amount of guarantees remaining outstanding at October 31, 2004 was less than $25 million, of which $8 million will expire on December 31, 2004 and the remaining guarantees will expire by 2009.
 
(O)   See Note 3 to the financial statements of Gulf Power under “Environmental Cost Recovery” in Item 8 of the Form 10-K. In September 2004, Gulf Power increased its liability and related regulatory asset for the estimated costs of environmental remediation projects to by $47 million to $59.8 million. This increase relates to new regulations and stricter site closure criteria by the Florida Department of Environmental Protection (FDEP) for soil and groundwater contamination from herbicide applications. The schedule for completion of these remediation projects will be subject to FDEP approval.

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NOTES TO THE CONDENSED FINANCIAL STATEMENTS: (Continued)

    See Note 1 to the financial statements of Gulf Power under “Provision for Property Damage” in Item 8 of the Form 10-K. As a result of the restoration costs associated with Hurricane Ivan, an estimated amount of $75.5 million has been charged to the provision for property damage in September 2004, which exceeded the existing balance. The $47.5 million balance is included in Other Regulatory Assets in the accompanying Condensed Balance Sheet as of September 30, 2004.
 
(P)   Southern Company’s reportable business segment is the sale of electricity in the Southeast by the retail operating companies and Southern Power. 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, energy-related services and natural gas marketing. Intersegment revenues are not material. Financial data for business segments and products and services for the periods covered in the Form 10-Q are as follows:
                                                                 
    Electric Utilities
                   
    Retail                                        
    Operating   Southern                   All   Reconciling            
    Companies
  Power
  Eliminations
  Total
  Other
  Eliminations
  Consolidated
       
    (in millions)        
Three Months Ended September 30, 2004:
                                                               
Operating revenues
  $ 3,322     $ 189     $ (153 )   $ 3,358     $ 110     $ (27 )   $ 3,441          
Segment net income (loss)
    591       37             628       16             644          
Nine Months Ended September 30, 2004:
                                                               
Operating revenues
    8,733       547       (418 )     8,862       402       (82 )     9,182          
Segment net income (loss)
    1,171       87             1,258       70       (1 )     1,327          
Total assets at September 30, 2004
  $ 33,093     $ 2,105     $ (165 )   $ 35,033     $ 1,951     $ (486 )   $ 36,498          
     
     
     
     
     
     
     
         
Three Months Ended September 30, 2003:
                                                               
Operating revenues
  $ 3,172     $ 208     $ (156 )   $ 3,224     $ 100     $ (23 )   $ 3,301          
Segment net income (loss)
    562       41             603       16             619          
Nine Months Ended September 30, 2003:
                                                               
Operating revenues
    8,144       554       (347 )     8,351       376       (61 )     8,666          
Segment net income (loss)
    1,170       143             1,313       36             1,349          
Total assets at December 31, 2003
  $ 31,405     $ 2,409     $ (122 )   $ 33,692     $ 1,671     $ (325 )   $ 35,038          
     
     
     
     
     
     
     
         

    Products and Services
                                 
    Electric Utilities Revenues
Period
  Retail
  Wholesale
  Other
  Total
    (in millions)
Three Months Ended September 30, 2004
  $ 2,915     $ 343     $ 100     $ 3,358  
Three Months Ended September 30, 2003
    2,757       376       91       3,224  
Nine Months Ended September 30, 2004
    7,537       1,038       287       8,862  
Nine Months Ended September 30, 2003
    6,907       1,034       410       8,351  

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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 6.       Exhibits.

(10)   Material Contracts
             
    Southern Company
 
           
  (a)1   -   Form Award Agreement setting forth terms of nonqualified stock option grants, made under the Southern Company Omnibus Incentive Compensation Plan as Amended and Restated effective May 23, 2001, to employees of The Southern Company and its subsidiaries.
 
           
    Alabama Power
 
           
  (b)1   -   Form Award Agreement setting forth terms of nonqualified stock option grants, made under the Southern Company Omnibus Incentive Compensation Plan as Amended and Restated effective May 23, 2001, to employees of The Southern Company and its subsidiaries. (See Exhibit 10(a)1 herein)
 
           
    Georgia Power
 
           
  (c)1   -   Form Award Agreement setting forth terms of nonqualified stock option grants, made under the Southern Company Omnibus Incentive Compensation Plan as Amended and Restated effective May 23, 2001, to employees of The Southern Company and its subsidiaries. (See Exhibit 10(a)1 herein)
 
           
    Gulf Power
 
           
  (d)1   -   Form Award Agreement setting forth terms of nonqualified stock option grants, made under the Southern Company Omnibus Incentive Compensation Plan as Amended and Restated effective May 23, 2001, to employees of The Southern Company and its subsidiaries. (See Exhibit 10(a)1 herein)
 
           
    Mississippi Power
 
           
  (e)1   -   Form Award Agreement setting forth terms of nonqualified stock option grants, made under the Southern Company Omnibus Incentive Compensation Plan as Amended and Restated effective May 23, 2001, to employees of The Southern Company and its subsidiaries. (See Exhibit 10(a)1 herein)
 
           
  (e)2   -   Separation Agreement between Mississippi Power and Don E. Mason dated July 26, 2004.

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Item 6.       Exhibits.

(10)        Material Contracts (continued)
             
    Savannah Electric
 
           
  (f)1   -   Form Award Agreement setting forth terms of nonqualified stock option grants, made under the Southern Company Omnibus Incentive Compensation Plan as Amended and Restated effective May 23, 2001, to employees of The Southern Company and its subsidiaries. (See Exhibit 10(a)1 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, 2003, 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, 2003, 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, 2003, File No. 1-6468 as Exhibit 24(c) and incorporated herein by reference.)
    Gulf Power
 
           
  (d)1   -   Power of Attorney and resolution. (Designated in the Form 10-K for the year ended December 31, 2003, 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, 2003, 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, 2003, File No. 1-5072 as Exhibit 24(f) and incorporated herein by reference.)

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Item 6.       Exhibits.

             
(24)   Power of Attorney and Resolutions (continued)
 
           
    Southern Power
 
           
  (g)1   -   Power of Attorney and resolution. (Designated in the Form 10-K for the year ended December 31, 2003, 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.
 
           
  (d)2   -   Certificate of Gulf Power’s Chief Financial Officer required by Section 302 of the Sarbanes-Oxley Act of 2002.

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Item 6.       Exhibits.

             
(31)   Section 302 Certifications (continued)
 
           
    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.

             
(32)   Section 906 Certifications (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 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: November 5, 2004

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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
  William B. Hutchins, III    
 
  Executive Vice President, Chief Financial Officer and Treasurer    
 
  (Principal Financial Officer)    
 
       
By
  /s/ Wayne Boston    
 
 
 
   
 
  (Wayne Boston, Attorney-in-fact)    
 
       
 
      Date: November 5, 2004

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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
  C. B. Harreld    
 
  Executive Vice President, Chief Financial Officer, Treasurer and Assistant Secretary    
 
  (Principal Financial Officer)    
 
       
By
  /s/ Wayne Boston    
 
 
 
   
 
  (Wayne Boston, Attorney-in-fact)    
 
       
 
      Date: November 5, 2004

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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, Chief Financial Officer and Comptroller    
 
  (Principal Financial and Accounting Officer)    
 
       
By
  /s/ Wayne Boston    
 
 
 
   
 
  (Wayne Boston, Attorney-in-fact)    
 
       
 
      Date: November 5, 2004

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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
  Michael W. Southern    
 
  Vice President, Chief Financial Officer and Treasurer    
 
  (Principal Financial and Accounting Officer)    
 
       
By
  /s/ Wayne Boston    
 
 
 
   
 
  (Wayne Boston, Attorney-in-fact)    
 
       
 
      Date: November 5, 2004

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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
  A. R. James    
 
  President and Chief Executive Officer    
 
  (Principal Executive Officer)    
 
       
By
  Kirby R. Willis    
 
  Vice President, Chief Financial Officer and Treasurer    
 
  (Principal Financial and Accounting Officer)    
 
       
By
  /s/ Wayne Boston    
 
 
 
   
 
  (Wayne Boston, Attorney-in-fact)    
 
       
 
      Date: November 5, 2004

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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
  William P. Bowers    
 
  President and Chief Executive Officer    
 
  (Principal Executive Officer)    
 
       
By
  Cliff S. Thrasher    
 
  Senior Vice President, Comptroller and Chief Financial Officer    
 
  (Principal Financial and Accounting Officer)    
 
       
By
  /s/ Wayne Boston    
 
 
 
   
 
  (Wayne Boston, Attorney-in-fact)    
 
       
 
      Date: November 5, 2004

140